Loading...
HomeMy WebLinkAboutordinance.council.031-89 ORDINANCE NO. ~[ (Series of 1989) kN ORDINANCE AUTHORIZING THE ISSUANCE BY THE CITY OF ASBEN, COLORADO, OF ITS GENERAL OBLIGATION HOUSING BONDS, SERIES 1989A IN THE PRINCIPAL AMOUNT OF $4,600,000, FOR THE PURPOSE OF PROVIDING FUNDS FOR THE RENOVATION AND EXPANSION OF THAT PROPERTY FORMERLY KNOWN AS THE "RED ROOF INN" LOCATED AT 22475 STATE HIGHWAY 82 IN THE CITY OF ASPEN, AND FOR THE REIMBURSEMENT OF CAPITAL EXPENDITURES PREVIOUSLY INCURRED BY THE CITY WITH RESPECT THERETO, TOGETHER WITH ALL NECESSARY INCIDENTAL AND APPURTENANT COSTS AND EXPENSES INCURRED IN CONNECTION THEREWITH~ PRESCRIBING THE FORM OF SAID BONDS; PROVIDING FOR THE SALE OF SAID BONDS; ESTABLISHING CERTAIN FUNDS WITH RESPECT THERETO; PROVIDING A PLEDGE OF THE FULL FAITH AND CREDIT OF THE CITY AS SECURITY FOR SAID BONDS; APPOINTING A PAYING AGENT FOR SAID BONDS; APPROVING THE FORM OF A LEASE WITH THE ASPEN/PITKIN COUNTY HOUSING AUTHORITY AND THE FORMS OF A PAYING AGENCY AGREEMENT AND BOND PURCHASE AGREEMENT; AND PROVIDING OTHER DETAILS IN CONNECTION WITH SAID BONDS. WHEREAS, the City of Aspen, in the County of Pitkin and State of Colorado (the "City"), is a municipal corporation duly organized and existing as a home rule city pursuant to Article XX of the Constitution of the State of Colorado and the Charter of the City (the "Charter"); and WHEREAS, Section 10.3 of the Charter provides in pertinent part as follows: No bonds or other evidence of indebtedness payable in whole or in part from the proceeds of general property taxes or to which the full faith and credit of the City are pledged, shall be issued, except in pursuance of an ordinance, nor until the question of their issuance shall, at a special or general election, be submitted to a vote of the electors and approved by a majority of those voting on the question; ; and WHEREAS, Section 13.4 of the Charter provides in pertinent part as follows: Council shall not sell, exchange or dispose of public building, utilities or real property in use for public purposes, including real property acquired for open space purposes, without first obtaining the approval of a majority of the electors voting thereon ; and WHEREAS, the following question regarding the issuance of general obligation bonds and the leasing of City property was submitted to the electors of the City at the May 2, 1989 general election, and was approved by a majority of those voting on the question: QUESTION NO. 3 - ISSUANCE OF A GENERAL OBLIGATION BOND NOT TO EXCEED $4.6 MILLION FOR THE PURPOSE OF RENOVATION/EXPANSION OF THAT PROPERTY FORMERLY KNOWN AS THE RED ROOF INN FOR EMPLOYEE HOUSING/MAA HOUSING PURPOSES, AND REIMBURSING THE CITY FOR PREVIOUS CAPITAL EXPENDITURES THEREFOR "Shall the City Council of the City of Aspen, Colorado, be authorized to issue general obligation bonds, in an amount not to exceed Four Million Six Hundred Thousand Dollars ($4,600,000.00), the term not to exceed twenty (20) years, and the interest rate not to exceed ten percent (10%) for the renovation and expansion of that property formerly known as the "Red Roof Inn" located at 22475 State Highway 82 in the City of Aspen ($3,600,000.00), such facility to be leased to the Aspen/Pitkin Housing Authority, and for the reimbursement of capital expenditures previously incurred by the City with respect thereto ($1,000,000.00)? Improvements shall not exceed seventy-five thousand (75,000) square feet in size, comprising not more than an additional one hundred (100) rooms and accessory facilities, including, but not limited to, bathrooms, living rooms, laundry facility and kitchens. Proceeds from the reimbursement of the capital expenditures shall be deposited in the Land Fund, subject to appropriation therefrom by the City Council. Said parcel is also described as Lot 2, The Aspen Golf Course Subdivision, as shown on plat thereof, recorded in Plat Book 7 at Page 34, Pitkin County records." and 2 1362I WHEREAS, Section 10.4 of the Charter provides as follows: The city shall not become indebted for any purpose or in any manner in an amount which, including existing indebtedness, shall exceed twenty (20) percent of the assessed valuation of the taxable property within the city, as shown by the last preceding assessment for city purposes; provided, however, that in determining the limitation of the City's power to incur indebtedness there shall not be included bonds issued for the acquisition or extension of a water system or public utilities; or bonds or other obligations issued for the acquisition or extension of enterprises, works or ways from which the City will derive a revenue in accordance with Section 10.5 of this article. and; WHEREAS, the City Council (the "Council") of the City hereby determines that it is in the best interest of the City to issue the bonds hereinabove referred to in the question submitted to the electors of the City; and WHEREAS, the Council hereby determines to issue its "City of Aspen, Colorado, General Obligation Housing Bonds, Series 1989A" (the "Bonds") in the aggregate principal amount of $4,600,000, in order to provide the funds necessary for the renovation and expansion (the "Project") of that property formerly known as the "Red Roof Inn" located at 22475 State Highway 82 in the City (the "Existing Facility"), including payment of interest on the Bonds during renovation and expansion of the Project, and for reimbursement of capital expenditures previously incurred by the City with respect thereto, together with all necessary incidental and appurtenant costs and expenses incurred in connection therewith, the Bonds to be general obligations of the City and secured by the full faith and credit thereof; and WHEREAS, the issuance of the Bonds will not exceed the limitations provided in Section 10.4 of the Charter and will be in pursuance of the election question set forth above; and WHEREAS, the Council hereby determines to lease the Existing Facility, as renovated and expanded by the Project, to the Aspen/Pitkin County Housing Authority (the "Authority") pursuant to a Lease Agreement dated as of August 1, 1989 (the "Lease") between the City and the Authority, pursuant to which the Authority will act as agent for the City in carrying out the Project; and -3- 1362I WHEREAS, the Council hereby determines to sell the Bonds to George K. Baum & Company and Kirchner Moore & Company (the "Underwriters") pursuant to a Bond Purchase Agreement (the "Bond Purchase Agreement") as provided herein; and WHEREAS, it is now necessary by ordinance to authorize the issuance, sale and delivery of the Bonds, and to provide for the details of and the security for the Bonds, and to authorize the execution and delivery of the Lease, the Bond Purchase Agreement and the hereinafter defined Paying Agency Agreement and related matters; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO THAT: Section 1. Definitions. In this Ordinance, the capitalized words and terms not otherwise defined herein shall have the following meanings: "Bond Fund" means the Bond Fund established pursuant to Section 9 hereof. "Bond Proceeds Fund" means the Bond Proceeds Fund established pursuant to Section 9 hereof. "Bond Year" means the one-year period beginning on the date of delivery of the Bonds and ending the day before the first anniversary date of the delivery date of the Bonds, and each one-year period thereafter. "Bondowner" or "Owner" or "Owner of Bonds" means the person or persons in whose name or names a Bond shall be registered on the registration books of the City maintained by the Paying Agent. "Code" means the Internal Revenue Code of 1986, as amended. "Governmental Obligations" means direct general obligations of, or obligations th~ payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America. "Investment Instructions" means the letter of instructions provided to the City on the date of issue of the Bonds in accordance with Section 12 hereof. "Ordinance" means this Ordinance and any supplements hereto as may be adopted by the Council. "Paying Agency Agreement" means the Paying Agency Agreement dated as of August 1, 1989 between the City and the Paying Agent. --4-- ]362I "Paying Agent" means The Colorado National Bank of Denver, Denver, Colorado, which financial institution has been appointed by the City as Paying Agent for the Bonds, and any successor or additional paying agents with respect thereto. "Rebate Fund" means the Rebate Fund established pursuant to Section 12 hereof. "Rebate Income Account" means the Rebate Income Account established pursuant to Section 12 hereof. "Rebate Principal Account" means the Rebate Principal Account established pursuant to Section 12 hereof. "Record Date" means the June 15 or December 15 preceding each interest payment date with respect to the Bonds. Section 2. Authorization of Bonds. For the purpose of providing funds for the Project, together with all necessary incidental and appurtenant costs and expenses incurred in connection therewith, the City shall issue the Bonds in the aggregate principal amount of $4,600,000. The principal of and interest on the Bonds shall constitute general obligations of the City and shall be payable from and secured by a pledge of the full faith and credit of the City, as more particularly hereinafter set forth. Section 3. Bond Details. The Bonds shall be issued as fully registered bonds without coupons in the denomination of $5,000 or any integral multiple thereof. The Bonds shall be dated August 1, 1989, and shall bear interest payable from their date as hereinafter provided; provided that Bonds issued in exchange for Bonds surrendered for transfer or exchange shall bear interest from the date to which interest has been paid, or if no interest has been paid thereon, then from August 1, 1989. Interest on the Bonds shall be payable on each January 1 and July 1, commencing on January 1, 1990. The Bonds shall be numbered in such manner as the Paying Agent shall determine, and shall bear interest at the rates (per annum) and shall mature in the principal amounts and on January 1 in the years as follows: -5- 1362I Maturity (January 1) Principal Amount Interest Rate 1991 $ 120,000 6 40% 1992. 130,000 6 45 1993 135,000 6 50 1994 145,000 6 55 1995 160,000 6 60 1996 170,000 6 65 1997 180,000 6 70 1998 195,000 6 75 1999 210,000 6 80 2000 225,000 6 90 2001 240,000 7 00 2009 2,690,000 7 20 The principal of, premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America. The principal of and premium, if any, on the Bonds is payable at the principal corporate trust office of the Paying Agent in Denver, Colorado. Interest on any Bond is payable by check or draft of the Paying Agent mailed on the interest payment date to the Owner thereof at his or her address as it appears on the registration books of the City or at such other address as is furnished to the Paying Agent in writing by such Owner as of the Record Date. if any Bond shall remain unpaid upon presentation at maturity, interest shall continue to accrue until paid at the rate designated in the Bond. Section 4. Paying Agent; Transfer and Exchanqe. The Paying Agent is hereby appointed as paying agent, bond registrar and authenticating agent for the City for purposes of the Bonds. The Paying Agent shall maintain on behalf of the City books for the purpose of registration and transfer of Bonds, and such books shall specify the persons entitled to the Bonds and the rights evidenced thereby, and all transfers of Bonds and the rights evidenced thereby. Bonds may be transferred or exchanged at the principal corporate trust office of the Paying Agent upon payment by the Owner of the Paying Agent's transfer fee, and any tax or governmental charge required to be paid with respect to such transfer or exchange. Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate. Upon surrender for transfer of any Bond, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his or her attorneys duly authorized in writing, and upon payment of the fees, taxes, charges and costs described above, the City shall execute and the Paying Agent shall authenticate and deliver in the name of the transferee or 6 3621 transferees a new Bond or Bonds of the same maturity ah'd interest rate for a like aggregate principal amount. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute Owner thereof for all purposes, whether or not payment on any Bond shall be overdue, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. Section 5. Redemption. The Bonds maturing on and after January 1, 1996 are subject to prior redemption, at the option of the City, in whole or in part, and if in part, in inverse order of maturities and by lot within a maturity, on January 1, 1995 and on any interest payment date thereafter, at the redemption prices (expressed as a percentage of principal amount), plus accrued interest to the redemption date as follows: Redemption Date Redemption Price January 1, 1995 and July 1, 1995 102.0% January 1, 1996 and July 1, 1996 101.5 January 1, 1997 and July 1, 1997 101.0 January 1, 1998 and July 1, 1998 100.5 January 1, 1999 and thereafter 100.0 The Bonds maturing on January 1, 2009 shall be subject to mandatory sinking fund redemption and shall be redeemed at a price of par plus accrued interest to the redemption date on January 1 of each of the following years, and in the following amounts: Redemption Date Principal (January 1) Amount 2002 $255,000 2003 275,000 2004 295,000 2005 320,000 2006 345,000 2007 370,000 2008 400,000 2009 (maturity) 430,000 Not more than forty-five days nor less than thirty days prior to the sinking fund redemption date for the Bonds maturing on January 1, 2009, the Paying Agent shall proceed to select for redemption (by lot in such manner as the Paying Agent may determine), from all Bonds maturing on January 1, 2009 outstanding, a principal amount of such Bonds equal to the aggregate principal amount of such Bonds redeemable with the -7- 1362I required sinking fund payment, and shall call such Bonds for redemption from the sinking fund on the next January 1, and give notice of such call. At the option of the City to be exercised by delivery of a written certificate to the Paying Agent not 1.ess than forty-five days next preceding any sinking fund redemption date, it may (i) deliver to the Paying Agent for cancellation Bonds maturing on January 1, 2009 in an aggregate principal amount desired by the City or, (ii) specify a principal amount of such Bonds which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Paying Agent and not theretofore applied as a credit against any sinking fund redemption obligation. Each Bond maturing on January 1, 2009 so delivered or previously redeemed shall be credited by the Paying Agent at 100% of the principal amount thereof against the obligation of the City on such sinking fund redemption date and any excess shall be so credited against future sinking fund redemption obligations in chronological order. In the event the City shall avail itself on the provisions of clause (i) above, the certificate required above shall be accompanied by the Bonds to be cancelled. Notice of any redemption shall be given by the Paying Agent in the name of the City by sending a copy of such notice by certified or registered first-class, postage prepaid mail, at least thirty (30) days prior to the redemption date, to the Owners of each of the Bonds being redeemed. Such notice shall specify the number or numbers of the Bonds to be redeemed (if redemption shall be in part) and their redemption date. If any of the Bonds shall have been duly called for redemption, then said Bonds shall become due and payable at such redemption date, and from and after such date (if on or before the redemption date there shall have been deposited with the Paying Agent funds sufficient to pay the redemption price of such Bonds at the redemption date) interest will cease to accrue thereon. Any Bonds redeemed prior to their maturity shall not be reissued and shall be cancelled. Section 6. Execution, Delivery and Replacement of Bonds. The Bonds shall be executed in the name and on behalf of the City with the manual or facsimile signature of the Mayor or Mayor Pro Tem~ shall bear a manual or facsimile of the seal of the City and shall be attested by the manual or facsimile signature of the City Clerk or Deputy or Assistant City Clerk. Should any officer whose manual or facsimile signature appears on the Bonds cease to be such officer before delivery of any Bond, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. The Mayor and the City Clerk are hereby authorized 8 1362I and directed to prepare and to execute the Bonds in accordance with the requirements of this Ordinance. When the Bonds have been duly executed, the officers of the City are authorized to, and shall, deliver the Bonds to the Paying Agent for authentication. No Bond shall be secured by this Ordinance or entitled to the benefit hereof, or shall be valid or obligatory for any purpose, unless the certificate of authentication of the Paying Agent, in substantially the form se~ forth in this Ordinance, has been duly executed by the Paying Agent. Such certificate of the Paying Agent upon any Bond shall be conclusive evidence and the only competent evidence that such Bond has been authenticated and delivered hereunder. The Paying Agent's certificate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer of the Paying Agent, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds issued hereunder. Upon the authentication of the Bonds, the Paying Agent shall deliver the same to the Underwriters or their designees as directed by the City as hereinafter provided. Prior to the delivery by the Paying Agent of the Bonds, there shall be filed with the Paying Agent the following: (a) A certified copy of this Ordinance. (b) A request and authorization to the Paying Agent on behalf of the City and signed by the Mayor to authenticate and deliver the Bonds to the Underwriters upon payment to the City of a sum specified in such request and authorization plus accrued interest thereon to the date of delivery. The proceeds of such payment shall be paid over to the City and deposited as provided in this Ordinance. (c) An executed copy of the Paying Agency Agreement. If any outstanding Bond shall become mutilated, lost, stolen or destroyed, the City shall execute and the Paying Agent shall authenticate a new Bond of like maturity, interest rate and denomination to that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Paying Agent, and in the case of any lost, stolen or destroyed Bond, there shall be first furnished to the City and the Paying Agent evidence of such loss, theft or destruction satisfactory to the City and the Paying Agent, together with an indemnity satisfactory to the City and the Paying Agent. In the event any such Bond shall have matured, -9- 1362I instead of issuing a duplicate Bond, the Paying Agent may pay the same without surrender thereof, making such requirements as its deems fit for its protection, including a lost instrument bond. The City and the Paying Agent may charge the Owner of such Bond with its reasonable fees and expenses in this connection. Section 7. Form of Bond. The Bonds shall be substantially in the form hereinafter set forth, with such variations, omissions and insertions as are permitted or required by this Ordinance. -10- 1362I (,Form Of Bond) [FRONT OF BOND] UNITED STATES OF AMERICA STATE OF COLORADO COUNTY OF PITKIN CITY OF ASPEN GENERAL OBLIGATION HOUSING BOND SERIES 1989A No. R $ INTEREST RATE: MATURITY DATE: ORIGINAL ISSUE DATE: CUSIP: January 1, August 1, 1989 REGISTERED OWNER: PRINCIPAL SI/M: DOLLARS The CITY OF ASPEN, in the County of Pitkin and State of Colorado (the "City"), for value received, hereby promises to pay to the order of the Registered Owner named above, or registered assigns, on the Maturity Date stated above, the Principal Sum stated above, with interest thereon from the Original Issue Date stated above, at the Interest Rate per annum stated above, payable on January 1, 1990, and semiannually thereafter on the 1st day of July and the 1st day of January of each year, the principal of and premium, if any, on this Bond being payable at the principal corporate trust office of The Colorado National Bank of Denver , in Denver, Colorado, as Paying Agent, or its successor (the "Paying Agent"), and the interest hereon to be paid to such person as is the Registered Owner hereof as of the close of business at the principal corporate trust office of the Paying Agent on the Record Date by check or draft of the Paying Agent mailed on the interest payment date to said Registered Owner. The Record Date is the June 15 or December 15 (whether or not a business day) preceding any interest payment date. All payment of the principal of, premium, if any, and interest on this Bond shall be made in lawful money of the United States of America. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. It is hereby certified, recited and declared that all conditions and acts required to be performed precedent to and in the adoption of the Ordinance, and the issuance of this -11- ]362I Bond, have been performed in due time, form and manner As required by law; and that the issuance of this Bond and the series of which it forms a part does not exceed or violate any constitutional, statutory or home rule charter limitation or requirement applicable hereto. This Bond shall not be entitled to any benefit under the Ordinance, or become valid or obligatory for any purpose, until the Paying Agent shall have signed the certificate of authentication hereon. IN WITNESS WHEREOF, the City of Aspen, Colorado, has caused this Bond to be signed with the manual or facsimile signature of its Mayor, sealed with the impression of its seal or a facsimile thereof, and attested with the manual or facsimile signature of its City Clerk. [SEAL] CITY OF ASPEN, COLORADO By Attest: Mayor By City Clerk (Form of Paying Agent's Certificate of Authentication) Date of Authentication: This is one of the Bonds described in the Ordinance described herein. The Colorado National Bank of Denver, as Paying Agent By (Manual Siqnature) Authorized Officer (End of Form of Paying Agent's Certificate of Authentication) -12- 1362I [BACK OF BOND] This Bond is one of a duly authorized series of Bonds designated "City of Aspen, Colorado, General Obligation Housing Bon~s, Series 1989A" (the "Bonds"), limited in aggregate principal amount to $4,600,000, issued under and pursuant to the Constitution and laws of the State of Colorado, the home rule charter of the City of Aspen, Colorado, and an ordinance duly adopted by the City Council of the City (the "Ordinance") prior to the issuance hereof. The Bonds are being issued by the City for the purpose of providing funds for the renovation and expansion of a housing facility to be owned by the City and leased to the Aspen/Pitkin County Housing Authority, and the reimbursement to the City of capital expenditures previously incurred by the City with respect thereto, and for payment of all necessary incidental and appurtenant costs and expenses incurred in connection therewith. The principal of and interest on the Bonds, including this Bond, shall constitute general obligations of the City and shall be payable from and secured by a pledge of the full faith and credit of the City. The Bonds are issuable solely in the form of fully registered bonds, without coupons, in the denomination of $5,000 or any integral multiple thereof. This Bond may be transferred or exchanged a~ the principal cor~porate trust office of the Paying Agent in Denver, Colorado, but only in the manner, subject to the limitations and upon payment by the Registered Owner of the fees and charges provided in the Ordinance (including any transfer fee of the Paying Agent and any tax or governmental charge required to be paid with respect thereto), and upon surrender and cancellation of this Bond. Upon surrender for any transfer, duly endorsed for transfer or accompanied by an assignment duly executed by the Registered Owner hereof or his or her attorneys duly authorized in writing, a new registered Bond or Bonds of the same maturity and interest rate and of authorized denomination or denominations ($5,000 and integral multiples thereof) for the same aggregate principal amount will be issued to the transferee in exchange therefor. In addition, this Bond may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity and interest rate. Any Bond issued upon transfer or exchange shall bear interest from the last interest payment date to which interest has been paid, or if no interest has been paid, then from the original issue date. The City and the Paying Agent may deem and treat the Registered Owner hereof as the absolute owner hereof (whether or not payment on this Bond shall be overdue) for the purpose of receiving -13- 1362I payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. The Bonds maturing on and after January 1, 1996 are subject to prior redemption, at the option of the City, in whole or in part, and if in part, in inverse order of maturities and by lot within a maturity, on January 1, 1995 and on any interest payment date thereafter, at redemption prices (expressed as a percentage of principal amount), plus accrued interest to the redemption date as follows: Redemption Date Redemption Price January 1, 1995 and July 1, 1995 102.0% January 1, 1996 and July 1, 1996 101.5 January 1, 1997 and July 1, 1997 101.0 January 1, 1998 and July 1, 1998 100.5 January 1, 1999 and thereafter 100.0 The Bonds maturing on January 1, 2009 are also subject to mandatory redemption at a price of par plus accrued interest to the redemption date in the amounts and on the dates set forth in the Ordinance. Redemption shall be made upon not less than thirty (30) days prior notice by sending a copy of such notice by certified or registered first-class, postage prepaid mail at least thirty (30) days prior to the redemption date specified in such notice to the Registered Owners of each of the Bonds being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed (if redemption shall be in part) and the redemption date. If this Bond shall have been duly called for redemption, then this Bond shall become due and payable at such redemption date, and from and after such date (if on or before the redemption date there shall have been deposited with the Paying Agent funds sufficient to pay the redemption price of such Bonds at the redemption date) interest hereon shall cease to accrue. -14- 1362I [Form of Assignment] ASSIGNMENT FOR VALUE RECEIVED the undersigned transfers unto (Tax Identification or Social Security No. ) this Bond of the City of Aspen, Colorado, and does hereby irrevocably constitute and appoint , Attorney to transfer this Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. [Form of Bond Counsel Opinion to be inserted here] (End of Form of Bond) _ Section 8. Sale; Official Statement. The Bonds, when executed as provided by law, shall be delivered to the Underwriters in accordance with Section 6 hereof. The Bonds shall be sold to the Underwriters for the price set forth in the Bond Purchase Agreement, plus accrued interest from August 1, 1989 to the date of delivery thereof. Such sale of the Bonds is hereby found to be to the best advantage of the City and is hereby approved, subject to the Bond Purchase Agreement. The proceeds of the Bonds shall be used exclusively for payment of the cost of the Project, reimbursing the City for capital expenditures previously incurred with respect to the Existing Facility, and all necessary incidental and appurtenant costs and expenses incurred in connection therewith and for payment of the costs of issuing the Bonds. Neither the Underwriter nor the subsequent Owner or Owners of any of the Bonds shall be responsible for the application or disposal of the funds derived from the sale thereof by the City or any of its officers. The issuance of the Bonds by the City shall constitute a warranty by and on behalf of the City, for the benefit of each and every Owner of the Bonds, that the Bonds have been issued for a valuable consideration in full conformity with law. -15- ]362I The Preliminary Official Statement relating to the Bonds is hereby approved and the use thereof by the Underwriter is hereby approved. The Mayor is authorized and directed to execute and deliver a final Official Statement in substantially the form of the Preliminary official Statement. Section 9. Funds. The "City of Aspen, Colorado, General Obligation Housing Bonds, Series 1989A Bond Fund" and the "City of Aspen, Colorado, General Obligation Housing Bonds, Series 1989A Bond Proceeds Fund" are hereby created by and established with the City. Upon the issuance, sale and delivery of the Bonds, the accrued interest on the Bonds from August 1, 1989 to the date of delivery of and payment for the Bonds shall be deposited into the Bond Fund. The remaining proceeds from the sale of the Bonds will be deposited into the Bond Proceeds Fund. In addition, there shall be deposited by the City into the Bond Fund at least three days prior to each principal and interest payment date, sums sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. Moneys in the Bond Fund shall be transferred to the Paying Agent on each date on which the principal of, premium, if any, or interest on the Bonds shall become due in amounts sufficient to pay the same. Moneys in the Bond Fund shall be used solely for the purpose of paying the principal of, premium, if any, and interest on-the Bonds when due. Moneys on deposit in the Bond Proceeds Fund shall be used as follows: (a) $1,000,000 shall be transferred on the date the Bonds are issued to the City's Land Fund, to be used as permitted by law, and (b) the remaining moneys shall be used for payment of the costs of issuing the Bonds and for costs of the Project (including interest on the Bonds during construction of the Project) in accordance with the Lease. Section 10. Security for the Bonds. The Bonds constitute general obligations of the City. The full faith and credit of the City are hereby pledged as security for the payment of the principal of, premium, if any, and interest on the Bonds. The Bonds are not secured by a pledge of any payments received under the Lease. Section 11. Further Assurances. In furtherance of said pledge of the full faith and credit of the City, it is hereby irrevocably covenanted and agreed that if at any time while any of the Bonds remain outstanding, the payments required to be made into the Bond Fund pursuant to Section 9 hereof are not made in strict accordance with the terms thereof, the Council shall promptly pass and adopt supplementary or emergency appropriation ordinances or resolutions and make -16- 1362I such allocations and deposits of moneys from general fdhds of the City to the Bond Fund as are necessary to bring the amount on deposit in the Bond Fund to the level at which it would have been had the City strictly complied with the provisions.of said Section 9. Said actions shall be initiated at the first regular or earlier scheduled emeugency meeting of the Council subsequent to such event and completed as promptly as possible. Thereafter, said appropriations, allocations and deposits shall continue to be made in such amounts and with sufficient frequency to assure that the sums of money required to be deposited into the Bond Fund, together with other moneys on deposit in the Bond Fund, shall be sufficient to pay the principal of and interest on the Bonds when due. Section 12. Rebate. There is hereby created and established with the City a separate fund to be designated the "City of Aspen, Colorado, General Obligation Housing Bonds, Series 1989A Rebate Fund," which shall be expended in accordance with the provisions hereof and the Investment Instructions, and there is further established within said Rebate Fund the Rebate Principal Account and the Rebate Income Account. The City shall make deposits and disbursements from the Rebate Fund in accordance with the Investment Instructions, shall invest the Rebate Fund pursuant to said Investment Instructions and shall deposit income from said investments immediately upon receipt thereof in the Rebate Income Account, all as set forth in the Investment Instructions. The City shall employ, at its expense, a person or firm with recognized expertise in the area of rebate calculations, which person or firm shall make the calculations, deposits, disbursements and investments as may be required by the immediately preceding sentence. The Invest~ent Instructions may be superseded or amended by new Investment Instructions drafted by, and accompanied by an opinion of, nationally recognized bond counsel addressed to the City to the effect that the use of said new Investment Instructions will not cause the interest on the Bonds to become includible in gross income for the purposes of federal income taxation. The City shall annually make the rebate deposit described in the Investment Instructions. Records of the determinations required by this Section 12 and the Investment Instructions shall be retained by the City until six (6) years after the final retirement of the Bonds. Not later than thirty (30) days after the end of the fifth Bond Year and every five (5) years thereafter, the City shall pay to the United States of America ninety percent (90%) of the amount required to be on deposit in the Rebate -17- 1362I Principal Account as of such payment date and one hundred percent (100%) of the amount on deposit in the Rebate Income Account as of such payment date. Not later than sixty (60) days after the final retirement of the Bonds, the City shall pay to the United States of America one hundred percent (100%) of the balance remaining in the Rebate Principal Account and the Rebate Income Account. Each payment required to be paid to the United States of America pursuant to this Section 12 shall be filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255. Each payment shall be accompanied by a copy of the Internal Revenue Form 8038-G originally filed with respect to the Bonds and a statement summarizing the determination of the amount to be paid to the United States of America. Section 13. Investments; No Arbitrage; Tax Covenants. Any moneys on deposit in the Bond Fund, the Bond Proceeds Fund and the Rebate Fund shall be invested only in obligations, securities or instruments which are legal investments for funds of the City. All earnings, income, profits and losses (other than on moneys in the Rebate Fund) shall be credited to the Bond Proceeds Fund prior to completion of the Project, and thereafter to the Bond Fund. The City covenants that it shall not use or permit the - use of any proceeds of the Bonds or any other funds of the City from whatever source derived, directly or indirectly, to acquire any securities or obligations and shall not take or permit to be taken any other action or actions, which would cause any of the Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Code, or would otherwise cause the interest on the Bonds to be includible in gross income for federal income tax purposes. The City covenants that it shall at all times do and perform all acts and things permitted by law and which are necessary or desirable in order to assure that interest paid by the City on the Bonds shall, for purposes of federal income taxation, not be includible in gross income under the Code or any other valid provision of law. In particular, but without limitation, the City further represents, warrants and covenants to comply with the following restrictions of the Code, unless it receives an opinion of nationally recognized bond counsel stating that such compliance is not necessary: (a) Gross proceeds of the Bonds will not be used in a manner which will cause the Bonds to be considered "private activity bonds" within the meaning of the Code. (b) The Bonds are not and shall not become directly or indirectly "federally guaranteed." -18- 1362I (c) The City shall timely file Internal Revenue Form 8038-G which shall contain the information required to be filed pursuant to Section 149(e) of the Code. (.d) The City shall comply with the Investment Instructions delivered to it on the date of issue of the Bonds with respect to the application and investment of Bond proceeds, subject to Section 12 hereof. Section 14. Refundings and Defeasance. The Bonds may be refunded at the discretion and by action of the Council, subject to provisions concerning their payment and any other contractual limitations set forth in this Ordinance, as authorized and permitted by the Charter. A Bond shall not be deemed to be outstanding hereunder if it shall have been paid and cancelled or if cash funds or Governmental Obligations shall have been deposited in trust with an escrow agent for the payment thereof (whether upon or prior to the maturity of any such Bond). in computing the amount of the deposit described above, the City may include interest to be earned on the Governmental Obligations. Section 15. Appointment of Paying Agent. The City hereby appoints The Colorado National Bank of Denver, in Denver, Colorado, as the Paying Agent. Section 16. Approval of Lease, Bond Purchase Agreement and Paying Agency Agreement. The Lease, the Bond Purchase Agreement and the Paying Agency Agreement, in substantially the forms presented to the Council, are hereby authorized and approved, and the Mayor or Mayor Pro Tem and the Clerk or any Assistant Clerk are hereby directed to execute and deliver the Lease, the Bond Purchase Agreement and the Paying Agency Agreement, in substantially the forms approved, but with such changes therein as shall be deemed necessary or desirable by the officers executing the same, their execution to be conclusive evidence of the City's approval of any changes from the forms hereby approved. Section 17. Miscellaneous Documents. The officers of the City are authorized and directed to take all action necessary or appropriate to effectuate the provisions of this Ordinance, including, without limiting the generality of the foregoing, the printing of the Bonds and the execution of such certificates may be required by the Underwriters relating to, but not limited to, the signing of the Bonds, the use of the proceeds thereof, the tenure and identity of the municipal officials, the receipt of the Bonds' purchase price, the tax status of the Bonds, and the absence of litigation, pending or threatened, if in accordance with the facts, affecting the validity thereof. -19- 1362I Section 18. Severability. If any provision of this Ordinance shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions hereof or render the same invalid, inoperative or unenforceable to any extent whatever. Section 19. Governinq Law. This Ordinance will be governed by and construed in accordance with the laws of the State of Colorado. Section 20. Repeals. All ordinances or resolutions, or parts thereof, in conflict with this Ordinance are hereby repealed. This repealer shall not be construed to revive any ordinance or part of any ordinance heretofore repealed. After the Bonds have been issued, this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall be fully paid, satisfied and discharged in the manner herein provided, or sufficient provision shall have been made for such payment, satisfaction and discharge such that no Bonds are deemed to be outstanding hereunder. Section 21. Public Hearinq. A public hearing on this Ordinance shall be held on the 26th day of June 1989, at 5:00 p.m. in the City Council Chambers, Aspen City Hall, Aspen, Colorado. INTRODUCED., READ AND ORDERED published as provided by law by the City Council of the City of Aspen on the 12th day of June 1989. Mayor Attest: City Cle~K -20- 1362I required sinking fund payment, and shall call such Bonds for redemption from the sinking fund on the next January 1, and give notice of such call. At the option of the City to be exercised by delivery of a written certificate to the Paying Agent not 1.ess than forty-five days next preceding any sinking fund redemption date, it may (i) deliver to the Paying Agent for cancellation Bonds maturing on January 1, 2009 in an aggregate principal amount desired by the City or, (ii) specify a principal amount of such Bonds which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and cancelled by the Paying Agent and not theretofore applied as a credit against any sinking fund redemption obligation. Each Bond maturing on January 1, 2009 so delivered or previously redeemed shall be credited by the Paying Agent at 100% of the principal amount thereof against the obligation of the City on such sinking fund redemption date and any excess shall be so credited against future sinking fund redemption obligations in chronological order. In the event the City shall avail itself on the provisions of clause (i) above, the certificate required above shall be accompanied by the Bonds to be cancelled. Notice of any redemption shall be given by the Paying Agent in the name of the City by sending a copy of such notice by certified or registered first-class, postage prepaid mail, at least thirty (30) days prior to the redemption date, to. the Owners of each of the Bonds being redeemed. Such notice shall specify the number or numbers of the Bonds to be redeemed (if redemption shall be in part) and their redemption date. If any of the Bonds shall have been duly called for redemption, then said Bonds shall become due and payable at such redemption date, and from and after such date (if on or before the redemption date there shall have been deposited with the Paying Agent funds sufficient to pay the redemption price of such Bonds at the redemption date) interest will cease to accrue thereon. Any Bonds redeemed prior to their maturity shall not be reissued and shall be cancelled. Section 6. Execution, Delivery and Replacement of Bonds. The Bonds shall be executed in the name and on behalf of the City with the manual or facsimile signature of the Mayor or Mayor Pro Tem~ shall bear a manual or facsimile of the seal of the City and shall be attested by the manual or facsimile signature of the City Clerk or Deputy or Assistant City Clerk. Should any officer whose manual or facsimile signature appears on the Bonds cease to be such officer before delivery of any Bond, such manual or facsimile signature shall nevertheless be valid and sufficient for all purposes. The Mayor and the City Clerk are hereby authorized 8 1362I George K. Baum & Company INVESTMENT BANKERS MEMBER OF SUITE 3440 NEW YORK STOCK EXCHANGE.INC. 555 SEVENTEENTH STREET MIDWEST STOCK EXCHANGE DENVER. COLORADO 80202 TELEPHONE (303) 295-2700 BOND PURCHASE AGREEMENT June 26, 1989 Honorable Mayor and City Council City of Aspen, Colorado 130 South Galena Aspen, Colorado 81611 RE: City of Aspen, Colorado General Obligation Housing Bonds, Series 1989A $4, 600, 000 - Dated August 1, 1989 Ladies and Gentlemen: The City Council (the "Council") of the City of Aspen, Colorado (the "Issuer") is authorizing the sale of its $4 , 600, 000 General Obligation Housing Bonds, Series 1989A dated August 1, 1989 (the "Bonds") to provide funds for the purpose of renovating and expanding certain real property owned by the Issuer (the "Project") and to reimburse the Issuer for certain capital expenditures relating thereto (the "Capital Expenditures") which were authorized by a majority of the qualified registered electors of the Issuer voting at its regular election held on Tuesday, May 2, 1989. This Bond Purchase Agreement (the "Agreement") states the terms and conditions upon which George K. Baum & Company, Denver, Colorado, as the manager, and Kirchner Moore & Company, Denver, Colorado (collectively the "Underwriters") will purchase all of the Bonds from the Issuer and supercedes any prior agreement between the Issuer and the Underwriters with respect to the Bonds. ARTICLE I Terms of Bonds The terms of the Bonds shall be the same as those set forth in the Ordinance authorizing the same finally adopted by the Council on June 26, 1989 (the "Bond Ordinance") . ARTICLE II Sale, Purchase and Delivery of Bonds Section 2 . 1. Agreements. Upon the terms and subject to the conditions stated in this Agreement, the Issuer agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Issuer, at the Closing (as defined hereinbelow) , all, but not less than all, of the Bonds at the purchase price equal to 97 . 2% of the aggregate principal amount of the Bonds plus the accrued interest on the Bonds to the date of the Closing. Section 2 .2 . Closing. In this Agreement, the term "Closing" means the consummation of the issuance and sale of the Bonds by the Issuer and the purchase of the Bonds by the Underwriters. The Closing shall occur at the offices of Kutak, Rock & Campbell, at 9: 00 a.m. on Wednesday, August 2 , 1989, or at such different place or time as may be agreed in writing by the Issuer and the managing Underwriter. At the Closing the Bonds shall be delivered in definite form by the Issuer to the Underwriters against receipt by the Issuer of the full amount of the purchase price. The Underwriters will be permitted to examine and package the Bonds at the office where the Closing is to occur at least one full business day in advance of the Closing. ARTICLE III Conditions of Purchase The obligation of the Underwriters to purchase the Bonds shall be subject to the satisfaction of each of the following conditions: Section 3 . 1. Bond Opinion. As of the date of the Closing, the Underwriters shall receive the approving opinion of Kutak Rock and Campbell, Denver, Colorado, as bond counsel, as to the validity and tax-exempt status of the Bonds. Section 3 . 2 . Certificate of Officials. As of the Closing, the Underwriters shall receive, in form and substance satisfactory to the Underwriters, one or more certificates of authorized officials of the Issuer to the effect that (a) no -2- litigation is pending or threatened against the Issuer that would in any way affect the Bonds or the City's ability to make payments as the same become due on the Bonds, pertaining to the existence of boundaries of the Issuer, the power and/or the authority of the officers of the Issuer to hold office or to act as contemplated herein or by documents relating hereto, the authority or proceedings for the issuance of the Bonds or the levy or collection of any taxes or revenues of any type which constitute a material source for payment of or security for the Bonds, and (b) to the best of their knowledge all conditions stated in this Article or elsewhere in this Agreement precedent to the obligation of the Underwriters to purchase the Bonds have been satisfied. Section 3 . 3 . No Injunction. As of the Closing, there shall not have been entered or issued by any court, administrative agency, or other governmental body of any jurisdiction, and there shall not have been commenced or threatened any proceeding in any court, administrative agency, or other governmental body of any jurisdiction which could reasonably be expected to lead to the entry or issuance of any judgment, order, injunction, or other adjudication having the purpose or effect, actual or threatened, of prohibiting the issuance, sale, or delivery of the Bonds by the Issuer, the distribution of the Bonds by the Underwriters, or the performance by the Issuer of any of its obligations as provided in the Bonds, the Ordinance authorizing the issuance of the Bonds, or this Agreement. Section 3 .4 . Other Documents. As of the Closing, the Underwriters shall receive, in form and substance satisfactory to the Underwriters, the Bond Ordinance, the Paying Agent/Registrar Agreement, and such additional certificates or other documents as the Underwriters may reasonably require to provide evidence of the satisfaction of all the conditions stated in this Article or elsewhere in this Agreement precedent to the obligation of the Underwriters to purchase the Bonds, and agreements contemplated thereby shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Underwriters. Section 3 .5. Official Statement. As of the Closing, the Underwriters shall have received a Preliminary Official Statement dated June 9, 1989, and a final Official Statement dated its date of delivery (together, the "Official Statement") , describing the financing as set forth herein. Section 3. 6 Rating. As of the Closing, the Bonds shall receive a rating of "A" from Moody's Investors Service. -3- Section 3 .8 Blue Sky Memorandum. As of June 15, 1989, the Underwriters shall receive from Becker Stowe Partners P.C. , Denver, Colorado, as counsel to the Underwriters, the Preliminary Blue Sky Memorandum, and as of Closing, the Underwriters shall receive the final Blue Sky Memorandum. ARTICLE IV Expenses The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any and all expenses incident to the performance of the obligations of the Issuer hereunder, and certain other expenses, including but not limited to (a) the cost of printing and preparation for printing or other reproduction, or distribution of, the Preliminary Official Statement and the final Official Statement; (b) the cost of preparing and authenticating the definitive Bonds and obtaining CUSIP numbers; (c) the fees and disbursements of Kutak, Rock & Campbell, Becker Stowe Partners P.C. , and any other experts retained by the Issuer; (d) the fees and expenses of Colorado National Bank of Denver, acting as the registrar, paying agent and authenticating agent under the Bond Ordinance; (e) all costs incurred in connection with obtaining the rating on the Bonds; and (f) except as set out in the following sentence, all expenses incurred by the managing Underwriter in connection with the public offering and distribution of the Bonds. The Issuer shall be under no obligation to pay, and the Underwriters shall pay all advertising expenses in connection with the public offering of the Bonds. The obligations of the Issuer and the Underwriters to pay expenses as stated in this article shall exist even if the Bonds, for any reason, are not sold pursuant to this Agreement. ARTICLE V Section 5. Termination. The Underwriters shall have the right to terminate this Agreement at or before the Closing, by giving notice to the Issuer, if: (a) A tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or - the Senate of the Congress of- the- United States of America, or legislation shall be favorably reported by such a committee or be introduced in, by amendment or otherwise, or be passed by, the House of Representatives or the Senate, or recommended by the President of the United States of America to the Congress of the United States of America for passage, or be enacted by the Congress of the United States of America, or a decision by a court established under Article III of the Constitution of the United States of America, or the Tax Court of the United States of -4- America, shall be rendered or a ruling, official statement, or order of the Treasury Department of the United States of America or the Internal Revenue Service shall be made or proposed having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by you or by any similar body or upon interest received on obligations of the general character of the Bonds which, in the Underwriters' opinion, materially adversely affects the market price of the Bonds or the - ability of the Underwriters' to enforce contracts for the sale thereof. (b) Any legislation, ordinance, rule, or regulation shall be introduced in or be enacted by any governmental body, department, or agency in the State, or a decision by any court of competent jurisdiction shall be rendered which, in the Underwriters' opinion, materially adversely affects the market price of the Bonds, or the ability of the Underwriters to enforce contracts for the sale thereof. (c) A stop order, ruling, regulation, or official statement by or on behalf of the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be proposed, issued, or made to the effect that the issuance, offering, or sale of obligations of the general character of the Bonds, or the issuance, offering, or sale of the Bonds, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal or state securities laws, the Securities Act of 1933 , as amended and as then in effect, or the registration provisions of the Securities Exchange Act of 1934, as amended and as then in effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended and as then in effect. (d) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under or from other requirements of the Securities Act of 1933 , as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Bond Ordinance is not exempt from qualification under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect. -5- (e) Any event shall have occurred, or information become known which, in the Underwriters' opinion, makes untrue in any material respect any statement or information contained in the Official Statement or has the effect that the Official Statement as originally circulated contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. (f) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities by any governmental authority or by any national securities exchange. (g) Any national securities exchange or any governmental authority shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, the Underwriters. (h) A general banking moratorium shall have been established by federal, New York, or State of Colorado authorities. (i) Any rating of the Bonds shall have been downgraded or withdrawn by a national rating service which, in the Underwriters' opinion, materially adversely affects the market price of the Bonds; or trading in any securities of the Issuer's shall have been suspended on any national securities exchange; or any proceeding shall be pending or threatened against you by the Securities and Exchange Commission. (j ) A war involving the United States of America shall have been declared, or any conflict involving the armed forces of the United States of America shall have escalated, or any other event relating to the operation of government or the financial community shall have occurred which, in the Underwriters' opinion, materially adversely affects the market price of the Bonds, or the ability of the Underwriters to enforce contracts for the sale thereof. -6- ARTICLE VI Official Statement Section 6. 1. Preparation. The Issuer has provided and shall cause its accountants to provide such information, access to records, and other cooperation as the Underwriters may reasonably request in connection with the preparation of the Official Statement for use in connection with the distribution of the Bonds by the Underwriters. The Issuer has authorized the use and distribution of the Official Statement by the Underwriters and others in connection with the distribution of the Bonds and if requested by the Underwriters, shall cause the Official Statement to be executed on behalf of the Issuer by one of its authorized officials. Section 6.2 . Delivery Certificate. As of the Closing the Underwriter shall receive, in form and substance satisfactory to the Underwriters, a certificate executed by the Mayor, the City Attorney, and/or such other officials of the Issuer who shall be designated by the Underwriters on such certificate, to the effect that the Official Statement, as then amended or supplemented, neither contains an untrue statement of any material fact nor omits to state any material fact necessary to make the statements made in the Official Statement, in light of the circumstances under which they are made, not misleading. The receipt of such certificate by the Underwriter and the truth of the statements made in such certificate, to the reasonable satisfaction of the Underwriters, shall be additional conditions precedent to the obligation of Underwriters to purchase the Bonds. Section 6. 3 . Continuing Cooperation. The Issuer will cooperate with the Underwriters in the preparation of such amendments and supplements to the Official Statement as may be advisable, in the reasonable judgment of the Underwriters, to assure that the Official Statement as amended or supplemented will at no time include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made in the Official Statement, in light of the circumstances under which they are made, not misleading. The obligation stated in the preceding sentence will continue for as long as the delivery of the Official Statement may be required in connection with the distribution of the Bonds, before and after the Closing, as determined by the Underwriters in the discretion of the managing Underwriter. ARTICLE VII Acceptance of Agreement The submission to the Council of this Agreement executed in duplicate by the managing Underwriter constitutes an offer by the Underwriters to purchase the Bonds upon the terms and conditions -7- stated in this Agreement. The offer by the Underwriter may be accepted by the Issuer no later than June 26, 1989, by causing this Agreement to be executed on behalf of the Issuer by a duly authorized official and delivered to the managing Underwriter. If not delivered in person, this Agreement, after execution by the Issuer, may be delivered to the managing Underwriter by first-class mail provided that the managing Underwriter is advised by telephone or telegraph immediately after the mailing. This Agreement shall not be binding upon either party until acceptance shall have been made by the Issuer in the manner stated in this paragraph. Respectfully submitted, GEORGE K. BAUM & COMPANY, as managing Underwriter Title: -8- This Agreement is accepted on behalf of the City Council of the City of Aspen this 26th day of June 1989. (SEAL) CITY OF ASPEN, COLORADO By: Title: ATTESTED BY: /`CZ e� J Title: -9-