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ORDINANCE NO. ;tl
(Series of 1993)
AN ORDINANCE AUTHORIZING THE ISSUANCE BY THE
CITY OF ASPEN, COLORADO, OF ITS LIMITED TAX
GENERAL OBLIGATION BONDS, SERIES 1993C, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $1,800,000 FOR THE
PURPOSE OF PROVIDING FUNDS FOR THE RENOVATION
OF THE HISTORIC CITY SHOP AND THE CONSTRUCTION
OF SUPPORTING FACILITIES AND TO PAY ALL
NECESSARY INCIDENTAL AND APPURTENANT COSTS
AND EXPENSES IN CONNECTION THEREWITH;
PRESCRIBING THE FORM OF SAID BONDS; PROVIDING
FOR THE SALE OF SAID BONDS AND APPROVING A BOND
PURCHASE AGREEMENT AND A REGISTRATION AND
PAYING AGENCY AGREEMENT; PROVIDING A PLEDGE
OF ALL FUNDS A V AILABLE TO THE CITY, BUT NOT
FROM A PROPERTY TAX INCREASE, AS SECURITY FOR
SAID BONDS; PROVIDING OTHER DETAILS IN
CONNECTION WITH SAID BONDS; AND APPROVING THE
FORM OF THE OFFICIAL STATEMENT.
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, Section 6 of the Constitution of the State of Colorado and the home rule chm1er of
the City (the "Charter"); and
WHEREAS, a portion of Section 10.3 of the Charter provides in 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; qualified electors of the City shall
mean those duly qualified to vote at a general or special election
in the City of Aspen . ..
; and
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WHEREAS, the following question regarding the issuance of limited tax general
obligation bonds was submitted to the electors of the City at the City's May 4, 1993 biennial
general municipal election, and was approved by a majority of those voting on the question:
QUESTION NO.1. SHALL CITY OF ASPEN DEBT BE INCREASED
UP TO $1.8 MILLION DOLLARS, WITH A REPAYMENT COST OF
UP TO $2.505 MILLION DOLLARS, BY THE ISSUANCE OF
GENERAL OBLIGATION BONDS FOR THE RENOVATION OF THE
HISTORIC CITY SHOP AND CONSTRUCTION OF SUPPORTING
FACILITIES, SAID BONDS TO BE PAID FROM AVAILABLE CITY
FUNDS, BUT NOT FROM A PROPERTY TAX INCREASE; M"D, IN
CONNECTION THEREWITH, SHALL THE CITY BE AUTHORIZED
TO RECEIVE AND SPEND THE PROCEEDS OF SAID BONDS
NOTWITHSTANDING ANY REVENUE OR EXPENDITURE
LIMITATIONS?
"Shall the City of Aspen issue general obligation bonds in an aggregate
principal amount of not to exceed $1.8 million dollars, with a repayment
cost of not to exceed $2.505 million dollars for the purpose of renovating
the historic city shop and construction of supporting facilities; such bonds
to be paid from all funds available to the City, but not from a property tax
increase, to mature no later than ten (10) years from the date of issue, to
bear interest at rates not to exceed 6.5 % per annum, and to have such
other terms, conditions, covenants and details as the City Council may
determine, including the option for redemption of the bonds prior to
maturity with or without the payment of a premium; and, in connection
therewith, shall the City be authorized to receive and spend the proceeds
of said bonds notwithstanding any revenue or expenditure limitations?
; and
WHEREAS, Section lOA of the Charter provides in relevant part 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.
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; and
WHEREAS, in accordance with the authority above granted, the City Council hereby
determines to issue its Limited Tax General Obligation Bonds, Series 1993C (the "Bonds'D, in
the principal amount of $1,800,000 pursuant to the Charter, for the purpose of providing funds
for the renovation of the historic city shop and the construction of supporting facilities and to
, pay all necessary incidental and appurtenant costs and expenses in connection therewith; and
WHEREAS, the Bonds shall constitute limited tax general obligation bonds and shall be
secured by all funds available to the City, but not from a property tax increase; and
WHEREAS, the City Council determines to issue the Bonds pursuant to the Charter; and
WHEREAS, it is now necessary by ordinance to authorize the issuance, sale and delivery
of the Bonds, and to provide details of and the security for the Bonds.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO THAT:
Section 1.
Definitions. In addition to terms otherwise defined herein, the follQwing
terms shall have the following meanings, as used herein:
(a) "Bond Fund" shall mean the fund by that name created pursuant to
Section 15 hereof.
(b) "Bond Proceeds Fund" shall mean the fund by that name created pursuant
to Section 15 hereof.
(c) "Bond Purchase Agreement" shall mean the Bond Purchase Agreement,
dated June 28, 1993 between the City and the Underwriter.
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(d) "Paying Agency Agreement" shall mean the Registration and Paying
Agency Agreement, dated as of August 1, 1993, between the City and the Paying Agent,
as amended.
(e) "Paying Agent" shall mean Norwest Bank Denver, National Association,
or any successor paying agent appointed by the City, acting as, among other things,
paying agent, registrar and authenticating agent under this Ordinance.
(f) "Project" means the renovation of the historic city shop and the
construction of supporting facilities.
(g) "Record Date" shall mean the January 15 or July 15 (whether or not a
business day) prior to each interest payment date with respect to the Bonds.
(h) "Registered Owner" shall mean any 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.
(i) "Tax Code" shall mean the Internal Revenue Code of 1986, as amended
and any Income Tax Regulations promulgated thereunder.
"
(j) "Tax Letter of Instructions" shall mean the Tax Letter of Instructions,
dated the date of delivery of the Bonds, delivered by Kutak Rock to the City, as the same
may be superseded or amended.
(k) "Undenvriter" shall mean George K. Baum & Company.
Section 2. Authoriwtion of Bonds. For the purpose of providing funds for the Project
and paying all necessary incidental and appurtenant costs and expenses in connection therewith,
. the City shall issue its "Limited Tax General Obligation Bonds, Series 1993C," in the aggregate
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principal amount of $1 ,800,000. The Bonds shall be limited tax general obligation bonds of the
City, and the principal of and interest on the Bonds shall be payable from and be secured by a
pledge of all funds available to the City, but not from a property tax increase, as 'more
particularly hereinafter set forth.
Section 3. Bond Details.
(a) The Bonds shall be issued as fully registered bonds without coupons in the
denominations of $5,000 and any integral multiple thereof.
(b) The Bonds shall be dated August 1, 1993, and shall bear interest from
their date; provided that if interest on the Bonds shall be in default, Bonds iSSUed in
exchange for Bonds surrendered for transfer or exchange shall bear interest from the date
, to which interest has been paid in full on the Bonds surrendered or if no interest has been
paid thereon, then from August 1, 1993. Interest on the Bonds shall be payable on
February I and August I of each year, commencing February 1, 1994. Interest on the
Bonds shall be calculated on the basis of 360-day year, assuming twelve 30-day months.
(c) The Bonds shall be consecutively numbered, shall mature on the 1st day
of each August in the principal amounts and years, and shall bear interest at the rates per
annum, as shown in the following schedule:
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Maturity Principal Interest
(It (Ammst 1) Amount Rate
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1994 $150,000 2.75%
1995 155,000 3.50
1996 160,000 3.85
1997 165,000 4.20
1998 170,000 4.50
1999 180,000 4.70
2000 190,000 4.85
2001 200,000 4.95
2002 210,000 5.05
2003 220,000 5.15
(d) If upon presentation of a Bond to the Paying Agent at maturity, payment
of any Bond is not made as herein provided, interest shall continue to accrue thereon at
the interest rate designated in the Bond until the principal thereof is paid in ful1.
(e) Principal of the Bonds shall be payable in lawful money of the United
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States of America at the principal corporate trust office of the Paying Agent. Interest on
the Bonds shall be payable by check or draft of the Paying Agent mailed on the interest
payment date to the Registered Owners thereof as of the Record Date.
Section 4. Paying Agent; Transfer and Exchange. The Paying Agent shall act as
paying agent, bond registrar and authenticating agent hereunder for purposes of the Bonds lIn1ess
the City shall designate and appoint a successor Paying Agent. The Paying Agent shall maintain
on behalf of the City books for the purpose of registration and transfer of the Bonds, and such
books shall specify the person 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
upon payment of a transfer fee, any tax or governmental charge required to be paid with respect
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to such transfer or exchange and any cost of typing or printing bonds in connection therewith,
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at the principal office of the Paying Agent. 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 Registered Owner or his or her attorneys duly authorized
in writing, the City shall execute and the Paying Agent shall authenticate and deliver in the name
of the transferee or transferees a new Bond or Bonds of the same maturity and 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 any Paying Agent shall be affected by
any notice to the contrary.
Section 5. Redemption.
The Bonds maturing on and after August 1, 2002 shall
callable for redemption at the option of the City, in whole or in part, and if in part in such order
of maturities as the City shall determine and by lot within a maturity in such manner as the
Paying Agent may determine (giving proportionate weight to Bonds in denominations larger than
$5,000) on August 1, 2001, and on any date thereafter, at a redemption ,price equal to the
principal amount of the Bonds being redeemed plus accrued interest to the redemption date.
Notice of any redemption of Bonds 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 Registered Owner 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 any of the Bonds
shall have been duly called for redemption and if, on or before the redemption date, there shall
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have been deposited with the Paying Agent in accordance with this Ordinance funds sufficient
to pay the redemption price of such Bonds at the redemption date, then said Bonds shall become
due and payable at such redemption date, and from and after such date interest will cease to
accrue thereon. Any Bond redeemed prior to its maturity by call for prior redemption or
otherwise shall not be reissued and shall be cancelled.
Section 6. Execution 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 or Mayor Pro- Tem and the City Clerk or Deputy or Assistant City Clerk
are hereby authorized 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 Paying Agent
is authorized to, and shall, authenticate the Bonds as Paying Agent. No Bond shall be secured
by this Ordinance or entitled to the benefit hereof, or shall be valid or obligatory fdr any
purpose, unless the certificate of authentication of the Paying Agent, in substantially the form
set 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 certific~te of
authentication shall be deemed to have been duly executed by it if manually signed by an
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authorized representative of the Paying Agent, but it shall not be necessary that the same
representative sign the certificate of authentication on all of the Bonds issued hereunder.
Section 7. Delivery of the Bonds. Upon the original issuance, execution and
authentication of the Bonds, the Paying Agent shall deliver the Bonds to the Underwriter upon
receipt of the purchase price therefor.
Section 8. Replacement of Bonds. If any outstanding Bond shall become' lost,
apparently destroyed or wrongfully taken, it may be reissued in the form and tenor of the lost,
destroyed or taken bond upon the Registered Owner furnishing, to the satisfaction of the Paying
Agent: (i) proof of ownership (which shall be shown by the registration books of the Paying
Agent), (ii) proof of loss, destruction or theft, (iii) an indemnity to the City and the Paying
Agent with respect to the Bond lost, destroyed or taken, and (iv) payment of the cost of
preparing and issuing the new security, in whi~h case the Paying Agent shall then authenticate
the Bonds required for reissuance.
Section 9. Fonn of Bonds. The Bonds shall be in substantially the following form with
such omissions, insertions, endorsements and variations as may be required by the
circumstances:
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(Form of Bond)
[Front of Bond]
UNITED STATES OF AMERICA
CITY OF ASPEN, COLORADO
LIMITED TAX GENERAL OBLIGATION BOND
SERIES 1993C
INTEREST RATE:
ORIGINAL ISSUE DATE: CUSIP:
August 1, 1993
MATURITY DATE:
August 1, _
REGISTERED OWNER:
PRINCIPAL SUM:
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 February I, 1994, and semiannually thereafter on the lst day of August and
the lst day of February of each year, the principal of this bond being payable upon the surrender
of this bond to Norwest Bank Denver, National Association (together with its successors as such,
the "Paying Agent") at the principal corporate trust offices of the Paying Agent in Denver,
Colorado, and the interest hereon to be paid to such person as is the registered owner hereof as
of the close of business at the 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 January 15 or July 15 (whether or not a business day) preceding any interest payment
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date. All payments of principal and interest 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 HA VETHE
SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.
This bond constitutes a limited tax general obligation of the City, and the principal of and
interest on the Bonds, including this bond, are secured by and payable from all funds available
to the City, but not from a property tax increase, as set forth in the Ordinance.
It is hereby certified that all conditions, acts and things required by the constitution and
laws of the State of Colorado, and the Charter and ordinances of the City, to exist, to happen
and to be performed, precedent to and in the issuance of this bond, exist, have happened and
have been performed, and that the Bonds do not exceed any limitations prescribed by said
constitution or laws of the State of Colorado, the Charter or ordinances of the City.
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.
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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 a manual or facsimile
of the impression of its seal, and attested with the manual or facsimile signature of its City
Clerk.
[MANUAL OR FACSIMILE SEAL]
CITY OF ASPEN, COLORADO
ATTEST:
By (Manual or Facsimile Signature)
Mayor
By (Manual or Facsimile Signature)
City Clerk
[End of Front of Bond]
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[Back of Bond]
This bond is one of an issue of bonds of the City designated Limited Tax General
Obligation Bonds, Series 1993C, issued in the principal amount of $1,800,000 (the "Bonds").
The Bonds are being issued by the City for the purpose of providing funds for the renovation
of the historic city shop and the construction of supporting facilities and to pay all necessary,
incidental and appurtenant costs in connection therewith, pursuant to and in full conformity with
the constitution and laws of the State of Colorado, the Charter of the City of Aspen, Colorado
(the "Charter"), and an ordinance duly passed and adopted by the City prior to the issuance
hereof (the "Ordinance").
The Bonds maturing on and after August 1, 2002 are callable for redemption at the option
of the City, in whole or in part in such order of maturities as the City shall determine and by
lot within a maturity, on August 1, 2001, and on any date thereafter, at a redemption price equal
to the principal amount of the Bonds being redeemed plus accrued interest to the redemption date
as follows.
Notice of any redemption will 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 specified in such notice, to the registered owners
of each of the Bonds being redeemed. Such notice will specify the number or numbers of the
Bonds so to be redeemed and the redemption date. If this bond shall have been duly called for
redemption and if on or before the redemption date there shall have been deposited with the
Paying Agent, in accordance with the Ordinance, funds sufficient to pay the redemption price
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of this bond at the redemption date, then this bond shall become due and payable at such
redemption date, and interest hereon shall cease to accrue after the redemption date.
This bond may be transferred or exchanged at the principal corporate trust office of the
Paying Agent in Denver, Colorado, but only in the manner, subject to the limitations andiupon
payment of the charges provided in the Ordinance (including any tax or governmental charge
required to be paid with respect thereto and any cost of printing bonds in connection therewith),
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, subject to the provisions of the Ordinance. In addition, subject
to the provisions of the Ordinance, 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 date as described on the face
of this bond, unless interest thereon shall be in default, in which case interest shall accrue from
the last interest payment date to which interest has been paid, or if no interest has been paid,
from the original issue date. The City and any 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 payment of or on account of principal hereof and interest
due hereon and for all other purposes, and neither the City nor any Paying Agent shall be
affected by any notice to the contrary.
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(Form of Paying Agent's Certificate of Authentication)
Date of Authentication:
This bond is one of the Bonds described in the within mentioned Ordinance.
NORWEST BANK DENVER, NATIONAL
ASSOCIATION
By
Authorized Representative
(End of Form of Paying Agent's
Certificate of Authentication)
(Form of Assignment)
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FOR VALUE RECEIVED,
, the undersigned, hereby
sells, assigns and transfers unto
(Tax Identification or Social Security No.
) the within bond and all rights thereunder, and hereby irrevocably constitutes and
appoints
attorney to transfer the within bond on the books
kept for 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.
(End of Form of Bond)
[Form of Approving Opinion of Kutak Rock, Bond Counsel, may be printed on the
Bonds, including a certification by the City Clerk.]
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Section 10. Sale; Official Statement. The Bonds, when executed as provided by law,
shall be delivered to the Underwriter. The Bonds shall be sold to the Underwriter at a price of
$1,777,500 (representing the par amount of the Bonds, less an underwriting discount of
$22,500), plus accrued interest, if any, from August 1, 1993 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 and to pay all necessary incidental and appurtenant costs and expenses incurred in
connection therewith.
Neither the Underwriter nor the subsequent Registered Owner or Registered 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 Registered
Owner of the Bonds, that the Bonds have been issued for a valuable consideration in full
conformity with law.
The Preliminary Official Statement relating to the Bonds is hereby approved and the use
thereof by the Underwriter is hereby approved. The Mayor and Mayor Pro-Tem are authorized
and directed to execute and deliver a final Official Statement in substantially the form of the
Preliminary Official Statement, but with such changes therein as shall be deemed necessary,
within seven business days from the date of execution and delivery of the Bond Purchase
Agreement.
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Section 11. Security for the Bonds. The Bonds constitute limited tax general obligations
of the City, secured by all funds available to the City, but not from a property tax increase;
thus, if the funds available to the City at any time are insufficient to pay the principal of,
premium, if any, or interest on the Bonds, the City is not authorized to levy additional property
taxes to make such payments.
Section 12. Disposition of the Bond Proceeds. The Bond proceeds shall be paid as
follows:
(a) Accrued interest shall be credited to the Bond Fund;
(b) An amount equal to $1,750,000 shall be deposited into the Bond Proceeds
Fund; and
(c) An amount equal to $27,500 shall be used to pay the costs of issuing the
Bonds.
Section 13. Investments. The proceeds of the Bonds shall be used exclusively for the
purposes recited herein and in the Bonds; provided, however, that all, or any proper portion of,
the proceeds of the Bonds in the Bond Fund and otht:r moneys therein may be invested in
securities or obligations which are lawful investments for such fund of the City. All earnings,
income, profits and losses with respect to the Bond Fund shall be retained in the Bond Fund and
all earnings, income, profits and losses with respect to the Bond Proceeds Fund shall be retained
in the Bond Proceeds Fund.
Section 14. Covenant Upon Deficiency in Bond Fund. In furtherance of the pledge of
all available funds of the City to the repayment of the Bonds, it is hereby irrevocably covenanted
and agreed that in the event that at any time while any of the Bonds remain outstanding the
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payments required to be made from the Bond Fund are not made in strict accordance with the
terms thereof (unless other moneys sufficient to pay the principal of and interest on the Bonds
when due shall be on deposit in the Bond Fund), the Council shall promptly transfer frorn the
general funds of the City to the Bond Fund from moneys previously appropriated, and ~hall
promptly pass and adopt supplemental or emergency appropriation ordinances or resolutions and
make such allocations and deposits of moneys from general funds of the City to the Bond Fund.
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 depo~ited
in 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 15. Bond Fund and Bond Proceeds Fund. There are hereby created and
established by the City the separate special funds of the City to be designated the "Limited Tax
General Obligation Bonds, Series 1993C Bond Fund" and the "Limited Tax General Obligation
Bonds, Series 1993C Bond Proceeds Fund. "
The City shall credit to the Bond Fund at least three business days prior to each interest
payment date an amount equal to the principal of and interest on the Bonds coming due on such
date. Moneys credited to the Bond Fund shall be used solely for such purposes.
Moneys on deposit in the Bond Proceeds Fund shall be used for payment of the costs of
issuing the Bonds and for costs of the Project.
Section 16. Additional Tax Covenants.
(a) 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
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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 Tax 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 ar,e necessary 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 Tax Code or any other valid provision of law.
(b) In particular, but without limitation, the City further represents, warrants
and covenants to comply with the following restrictions of the Tax Code, unless it
receives an opinion of nationally recognized bond counsel stating that such compliance
is not necessary:
(i) Gross proceeds of the Bonds shall not be used in a manner which
will cause the Bonds to be considered "private activity bonds" other than
"qualified 501(c)(3) bonds" within the meaning of the Tax Code.
(ii) The Bonds are not and shall not become directly or indirectly
"federally guaranteed."
(iii) The City shall timely file Internal Revenue Form 8038-G which
shall contain the information required to be filed pursuant to subsection 149(e) of
the Tax Code.
02/11726.1
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(iv) The City shall comply with the Tax Letter ofInstructions delivered
to it on the date of issue of the Bonds with respect to the application and
investment of Bond proceeds.
Section 17. 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 contained in this Ordinance, as authorized and permitted by law. A Bond shall not
be deemed to be outstanding hereunder if it shall have been paid and cancelled or if cash funds
or direct general obligations of, or obligations the payment of the principal of and interest on
which are unconditionally guaranteed by, the United States of America, or evidences of interest
in any such obligations ("Governmental Obligations"), shall have been deposited in trust for the
payment thereof. In computing the amount of the deposit described above, the City may include
interest to be earned on the Governmental Obligations.
Section 18. Approval of Bond Purchase Agreement. The Bond Purchase Agreement,
in substantially the form presented to the Council, is hereby authorized and approved, and the
Mayor or Mayor Pro-Tem and the City Clerk or any Deputy or Assistant City Clerk are hereby
directed to execute and deliver the Bond Purchase Agreement in substantially the form 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 form hereby approved.
Section 19. Approval of Paying Agency Agreement. The Paying Agency Agreement,
in substantially the form presented to the Council, is hereby authorized and approved, and the
Mayor or Mayor Pro-Tem and the City Clerk or any Deputy or Assistant City Clerk are hereby
02111726.1
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directed to execute and deliver the Paying Agency Agreement in substantially the form 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 form hereby approved.
Section 20. Miscellaneous Documents. The Mayor or the Mayor Pro- Tem and the City
Clerk or Deputy or Assistant City Clerk, are hereby authorized and directed to execute and
deliver any and all closing documents necessary or desirable in connection with the issuance of
the Bonds and the refunding of the Refunded Bonds.
Section 21. 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 22. Governing Law. This Ordinance will be governed by and construed in
accordance with the laws of the State of Colorado.
. Section 23. Repeals. All ordinances, or parts thereof, in conflict with this Ordinance,
are hereby 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. After any of the Bonds are issued, this Ordinance shall be and
remain irrepealable until the Bonds and interest thereon shall be fully paid or provided for.
02/11726.1
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Section 24. Records. A true copy of this Ordinance, as adopted by the Council of the
City, shall be numbered and recorded, and its adoption and publication shall be authenticated
by the signatures of the Mayor and City Clerk.
02/11726.1
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INTRODUCED AND READ as provided by law by the City Council of the City of
Aspen on the 14th day of June 1993.
[SEAL]
By ~ C5~
Mayor
Attest:
BY~W~
City Clerk
FINALLY adopted, passed and approved and ordered published as provided by law this
28th day of June 1993.
. [SEAL]
n J /;7 J/~
By ('-0 V~ -
Mayor
A,.."..".,
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Attest:
BY~ 11~
02/11726.1
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