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HomeMy WebLinkAboutordinance.council.015-04ORDINANCE NO. ] ~ (SERIES OF 2004) AN ORDINANCE OF THE CITY OF ASPEN, COLORADO APPROVING, IN ORDER TO EFFECTUATE THE REFUNDING OF THE CITY'S CERTIFICATES OF PARTICIPATION, SERIES 1995, THE LEASE OF CERTAIN REAL PROPERTY; AUTHORIZING AND APPROVING A GROUND LEASE, A LEASE PURCHASE AGREEMENT, AN ESCROW AGREEMENT, AN OFFICIAL STATEMENT AND OTHER DOCUMENTATION RELATING TO SUCH REFUNDING; APPROVING A MORTGAGE AND INDENTURE OF TRUST; DELEGATING THE AUTHORITY TO THE CITY'S FINANCE DIRECTOR TO DETERMINE CERTAIN PROVISIONS OF THE LEASE PURCHASE AGREEMENT AND EXECUTE CERTAIN DOCUMENTS; PROVIDING OTHER DETAILS IN CONNECTION WITH SUCH LEASE-PURCHASE FINANCING; AND DECLARING AN EMERGENCY WHEREAS, the City of Aspen (the "City"), in the County of Pitkin and State of Colorado (the "State"), is a legally and regularly created, established, organized and existing municipal corporation under the provisions of Article XX of the Constitution of the State of Colorado and the home rule charter of the City (as more particularly defined in Section 1 herein, the "Charter") (all capitalized terms used and not otherwise defined in the recitals hereof shall have the respective meanings assigned in Section 1 of this Ordinance); and WHEREAS, under the Charter, the City is possessed of all powers which are necessary, requisite or proper for the government and administration of its local and municipal matters, all powers which are granted to home rule municipalities by the Colorado Constitution, and all rights and powers that now or hereafter may be granted to municipalities by the laws of the State of Colorado; and WHEREAS, pursuant to Section 1.4 of the Charter, the City is authorized to enter into one or more leases or lease-purchase agreements for land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, on July 31, 1995, the City's $6,470,000 City of Aspen, Colorado Lease Purchase and Sublease Agreement with the City of Aspen Public Facilities Authority Certificates of Participation, Series 1995 (the "1995 Certificates")were issued; and WHEREAS, the 1995 Certificates were issued for the purpose of refunding the City's $6,500,000 City of Aspen, Colorado Lease Purchase and Sublease Agreement with the City of Aspen Public Facilities Authority Certificates of Participation, Series 1989 (the "Series 1989 Certificates"), which were issued for the purpose of financing the acquisition and construction of a four-level, 320 parking space public parking facility (the "Parking Facility") and an approximately 4,000 square foot office building (the "Office Building"); and WHEREAS, the City Council has determined it is in the best interests of the City and its inhabitants that the City refund the 1995 Certificates by means of a refunding lease-purchase financing in the form of the approximately $3,105,000 City of Aspen, Colorado Lease Purchase 02-172963.5 1 Agreement with the City of Aspen Public Facilities Authority Refunding Certificates of Participation, Series 2004 (the "2004 Certificates"); and WHEREAS, pursuant to Section 4.11 of the Charter, the City is authorized to adopt emergency ordinances for the preservation of public property, hlealth, peace, or safety; and WHEREAS, the Base Rentals due from the City under the 2004 Lease are anticipated to be less if the 2004 Certificates can be issued in a timely faShion, thus benefiting the City's inhabitants with such savings; and WHEREAS, there is a need for issuing the 2004 CertifiCates in a timely manner in order to obtain the greatest savings to the City's inhabitants, thus preserving public property, health, peace and safety; and WHEREAS, the property described in the Ground Lease (the "1995 Ground Lease") recorded in the records of the Clerk and Recorder of Pitkin County in Book 788 at Page 521 on July 31, 1995 (the "GroUnd Leased PropertY") has been leaSed bY the City to the City of Aspen Public Facilities AUthoritY (the "CorPoration"); and WHEREAS, the City has determined that, in order to effectuate the refunding of the 1995 Certificates, the release of the 1995 Ground Lease and the lease by the City to the CorPoration pursuant to a Ground Lease to be entered into at the time of issuance of the 2004 Certificates (the "2004 Ground Lease") is in the best intereSts of the City and its residents; and WHEREAS, the Ground Leased PropertY was leased back to the City pursuant to a Lease Purchase and Sublease Agreement dated as of July 15, 1995 (recorded in the Pitkin County, Colorado records in Book 788 at Page 540 on July 31, 1995) (the "1995 Lease"); and WHEREAS, the City has determined that, in order to effectuate the refunding of the 1995 Certificates, the release of the 1995 Lease and the lease back of the Ground Leased Property under the Lease Purchase Agreement (the "2004 Lease") to be entered into at the time of issuance of the 2004 CertifiCates between the City and the COrporation is in the best interests of the City and its residents; and WHEREAS, pursuant to a Mortgage and Indenture of Trust (the "1995 Indenture'') between the CorPoration and Norwest Bank Colorado, National Association, as trustee (the "TruStee"), recorded in Book 788 at paged 587 on July 31, 1995, the COrPoration issued the 1995 Certificates; and WHEREAS, the City has determined that, in order to effeCtuate the refunding of the 1995 Certificates, the release of the 1995 Indenture and the entering into of the Mortgage and Indenture of Trust between the CorPoration and American National Bank, as trustee (the "2004 Indenture) to be entered into at the time of issuance of the 2004 Certificates is in the best interests of the City and its residents; and WHEREAS, the City has determined that it is in the best interests of the City and its residents to enter into an escrow agreement (the "Escrow Agreement") by and among the City, the CorPoration and American National Bank, as escrow agent (the "Escrow Agent") pursuant to 02-172963.5 which a portion of the proceeds of the 2004 Certificates will be deposited with the Escrow Agent in a special fired and account (the "Escrow Account") and will be invested in noncallable direct obligations of the United States of America, as more particularly desCribed therein (the "Government Obligations"), the maturing Principal and interest on which Will be sufficient to pay and cancel the 1995 Certificates on September 1, 2004, which is the earliest date on which the 1995 Certificates can be redeemed; and WHEREAS, payment of the principal of and interest on the 2004 Certificates when due may be, if determined to be economically beneficial, insured by a financial guaranty or other similar insurance policy ("Certificate Insurance") which, if issued, will be issued simultaneously with the delivery of the 2004 Certificates by an insurance company rated in the highest rating category by S&P and Moody's (the "Certificate Insurer") pursuant to the terms set forth in a commitment to be issued by the Certificate Insurer (the "Commitment"); and WHEREAS, if Certificate Insurance is obtained, the certifiCate Insurer is to provide a surety bond to further secure the payments to be made on the 2004 CertifiCates pursuant to the terms and provisions of a financial guaranty agreement between the Corporation and the Certificate Insurer (the "FinanCial Guaranty Agreement"); and WHEREAS, the Base Rentals (defined in the 2004 Lease) and Additional Rentals (defined in the 2004 Lease) payable bY the Ciw shall constitute currently apprOpriated expenditures of the City; and WHEREAS, no provision of the 2004 Certificates, the 2004 Indenture, the 2004 Lease or the 2004 Ground Lease shall be construed or interpreted (a) to directly or indirectly obligate the City to make any payment in any Fiscal Year in excess of amounts appropriated for such Fiscal Year; (b)as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City within the meaning of Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or provision; (c) as a delegation of governmental powers by the Ciiy; (d) as a loan or pledge of the credit or faith of the City or as creating any responsibility by the City for any debt or liability of any person, company or corporation within the meaning of Article XI, Section 1 of the Colorado Constitution; or (e) as a donation or grant by the City to, or in aid of, any person, company or corporation within the meaning of Article XI, Section 2 of the COlorad° Constitution; and WHEREAS, the City has been presented with forms of the 2004 Ground Lease, the 2004 Lease, the 2004 Indenture, the Escrow Agreement, a Certificate Purchase Agreement, pursuant to which the 2004 Certificates are to be sold to George K. Baum and Company (the "Certificate Purchase Agreement"), and of a Preliminary Official Statement relating to the offer and sale of the 2004 Certificates (the "Preliminary Official Statement"); and WHEREAS, pursuant to Section 6.8 of the Charter, the City's Director of Finance (the "City Finance Director") shall perform such duties pertaining to the City's department of finance as required by the City Council; and WHEREAS, the City Council desires to delegate the :aUthority to the citY Finance Director to determine the maximum annual Base Rentals, the total Base Rentals to be paid under 02-172963.5 3 the 2004 Lease, the maximum number of renewal terms under the 2004 Lease, the Purchase Option Price of the Leased Property, whether it is economically beneficial to obtain a financial guaranty insurance policy insuring the payment of the 2004 Certificates and, if so determined, to determine the identity of the Certificate Insurer and execute the Commitment; to determine whether a surety bond is to be obtained to secure payments on the 2004 Certificates; and to execute and deliver the Certificate Purchase Agreement and approve certain terms thereof, all in accordance with the provisions of this Ordinance; WHEREAS, the City Council desires to authorize the actions and documents necessary and otherwise proceed with the lease-purchase financing in order to effectuate the refunding of the 1995 Certificates; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section 1. Definitions. All capitalized terms used and not otherwise defined in this Ordinance shall have the respective meanings assigned in the 2004 Lease. Section 2. Authorization of 2004 Ground Lease. The City Council hereby approves the lease of the Ground Leased Property by the City to the Corporation for one dollar and other good and valuable consideration. The 2004 Ground Lease, in substantially the form presented to the City, is in all respects approved, authorized and confirmed, and the Mayor is authorized and directed to execute the 2004 Ground Lease in substantially the form thereof presented to the City, for and on behalf of the City, but with such changes therein as the Certificate Insurer, if any, may require and as may be necessary or appropriate in connection with the issuance of Certificate Insurance, or as the Mayor may deem necessary or appropriate, as evidenced by the execution thereof. The Mayor is authorized and directed to execute such documents as shall be required, for and on behalf of the City, to complete the lease of the Ground Leased Property to the Corporation. Section 3. Authorization of 2004 Lease Purchase Agreement. The 2004 Lease, in substantially the form and with substantially the content presented to the City, is in all respects approved, authorized and confirmed, and the Mayor is authorized and directed to execute the 2004 Lease in substantially the form and with substantially the same content as the form thereof presented to the City, for and on behalf of the City, but with such changes therein as the Certificate Insurer, if any, may require and as may be necessary or appropriate in connection with the issuance of Certificate Insurance, or as the Mayor may deem necessary or appropriate, as evidenced by the execution thereof. The City Council hereby approves the leasing of the 2004 Leased Property (as defined in the 2004 Lease) by the City from the Corporation under the terms and conditions of the 2004 Lease. Section 4. Approval of Mortgage and Indenture of Trust. The 2004 Indenture, in substantially the form and with subStantially the content presented to the City, is in all respects approved and the Corporation is aUthorized and directed t° eXecute and delivery the 2004 Indenture in substantially the form and with substantially the same content as the form thereof presented to the City, but with such changes therein as the CertifiCate Insurer, if any, may require 02-172963.5 4 and as may be necessary or appropriate in connecti on with the issuance of Certificate Insurance, or as the Corporation may deem necessary or appropriate, as evidenced by the execution thereof. SectionS. Authorization of Escrow Agreement. The Escrow Agreement, in substantially the form and with substantially the content presented to the City, is in all respects approved, authorized and confirmed, and the Mayor is authorized and directed to execute the Escrow Agreement in substantially the form and with substantially the same content as the form thereof presented to the City, for and on behalf of the City, but with such changes therein as the Certificate Insurer, if any, may require and as may be necessary or appropriate in connection with the issuance of Certificate Insurance, or as the Mayor may deem necessary or appropriate, as evidenced by the execution thereof. The City Council hereby approves American National Bank as the Escrow Agent to perform the duties and obligations as set forth in the Escrow Agreement. Section 6. Authorization of Continuing Disclosure Undertaking. The Continuing Disclosure Undertaking, in substantially the form and with substantially the content appended to the Preliminary Official Statement, is in all respects approved, authorized and confirmed, and the Mayor is authorized and directed to execute the Continuing Disclosure Undertaking in substantially the form and with substantially the same content as the form thereof appended to the Preliminary Official Statement, for and on behalf of the City, but with such changes therein as the Mayor may deem necessary or appropriate, as evidenced by the execution thereof. Section 7. Approval of Official Statement and Miscellaneous Documents. The City Council hereby ratifies and approves the distribution and use of the Preliminary Official Statement; authorizes and directs the City staff to prepare a final Official Statement for use in connection with the sale of the 2004 Certificates in substantially the form thereof presented at or prior to the meeting at which this Ordinance is adopted or as otherwise made available to the City Council, with such changes therein, if any, not inconsistent herewith, but with such changes therein as the Certificate Insurer, if any, may require and as may be necessary or appropriate in connection with the issuance of Certificate Insurance, as are approved by the City (which, once executed by the appropriate City official, shall constitute conclusive evidence of approval of the City); and authorizes and approves the execution of all documents and certificates necessary or desirable to effectuate the issuance of the 2004 Certificates and the transactions contemplated hereby. The Mayor is hereby authorized and directed to execute the final Official Statement and the Mayor, the City Clerk or, in the absence thereof, the Deputy City Clerk, and all other officers of the City are hereby authorized and directed to execute all of the documents and certificates necessary or desirable to effectuate the issuance of the 2004 Certificates and the transactions contemplated hereby and/or relating to the sale or assignment by the Corporation of proportionate interests in rights to receive certain payments under the 2004 Lease and execution by the parties thereto shall constitute the City Council's approval of such documents and certificates in the form so executed. Section 8. Delegation of Authority to City Finance Director. (a) Maximum Annual Base Rentals, Total Base Rentals; Maximum Renewal Terms; Purchase Option Price. The City Council hereby delegates to the City's Finance Director the authority to determine the maximum annual Base Rentals 02-172963.5 5 under the 2004 Lease, the total Base Rentals to be paid under the 2004 Lease, the maximum number of renewal terms under the 2004 Lease and the Purchase Option Price of the Leased Property under the 2004 Lease, prOvided that suCh determinations result in a savings to the City when compared, in the aggregate, with the similar terms and net effect of the 1995 Lease. (b) Terms, Execution and Delivery of Certificate Purchase Agreement. The City Council hereby delegates the authority to the City's Finance Director to execute and deliver the Certificate Purchase Agreement and approve the terms thereof which shall include, among other things, certain representations and warranties of the City, the dated date of the Certificates, the aggregate principal amount of the 2004 Certificates, the price at which the 2004 Certificates will be sold, the amount of principal of the 2004 Certificates maturing in any particular year and the rate of interest on the 2004 Certificates. (c) Election to Determine Whether Certificate Insurance is to be Obtained. The City Council hereby delegates the authority to the City's Finance Director to make a final determination as to whether it is economiCallY 'beneficial to the CitY and the Corporation to obtain a financial guaranty insurance policy insuring the payment of the 2004 Certificates (a "Policy"). (d) Identification of Certificate Insurer; Execution of Commitment. Provided that the City Finance Director makes a determination to obtain a Policy pursuant to subsection (c) above, the City Council hereby delegates the authority to the City's Finance Director to identify the Certificate Insurer and approves the execution by the Corporation of the Commitment relating to the Cei-tificate Insurance Policy which shall, among other things, generally set forth the' terms of the issuance of the Certificate Insurance Policy. (e) Surety Bond. The City Council hereby delegates the authority to the City's Finance Director to make a final determination as to Whether a surety bond, securing payments to be made on the 2004 Certificates, is to be obtained from the Certificate Insurer. (f) Financial Guaranty Agreement. Provided that the CitY Finance Director makes a determination to obtain a surety bond pursuant to sUbsection (e) above, the City Council hereby approves the Corporation's executiOn of the Financial Guaranty Agreement relating to such surety bond. Section 9. Consent to Assignment and Sale of Proportionate Interests. The City Council hereby acknoWledges and conSents t° the assignment by the Corporation of all rights, title and interest of the Corporation in, to and under the 2004 Lease to the Trustee, and the delegation by the COrporation of ali duties of the CorporatiOn under the 2004 Lease to the Trustee. The City Council hereby acknowledges and approves the assignment or sale of proportionate interests in rights to receive certain payments under the 2004 Lease. 02-172963.5 6 Section 10. EXercise of Option to Redeem. The City hereby (i) exercises its option to redeem all of the outstanding 1995 Certificates on September i, 2004 (the "Redemption Date"), at a redemption price (expressed as a percentage of principal amount) of 101% plus accrued interest to the date of redemption (the "Redemption Price"), (ii) directs the 1995 Certificates Trustee to take all actions necessary to call the outstanding 1995 Certificates On the Redemption Date, including but not limited to the delivery of any notices required under the documents governing the 1995 Certificates, including, without limitation~ the 1995 C~ffificatcs ind~ntUre and (iii) directs the Escrow Agent, in its capacity as Escrow Agent, to use moneys in the Escrow Account to pay the Redemption Price of the 1995 Certificates on the Redemption Date in accordance with the 1995 Certificates Indenture and the other documents governing the 1995 Certificates. Section 11. Request for Transfer and Conveyance to City. The City hereby requests the 1995 Certificates Trustee and the Corporation to transfer and convey to the City all property assigned, pledged, or mortgaged to the Trustee by the Corporation in connection with the 1995 Certificates pursuant to Article VI of the 1995 Certificates Indenture. All subsequent transfers and conveyances of property assigned, pledged, or mortgaged to the Trustee by the Corporation in connection with the 2004 Certificates shall relate to and secure only the 2004 Certificates. Section 12. Year to Year Obligations of the City. No provision of this Ordinance, the 2004 Ground Lease, the 2004 Lease, the Certificate Purchase Agreement, the Escrow Agreement, the Commitment, the 2004 Indenture, the 2004 Certificates, the Preliminary Official Statement, or the final Official Statement shall be construed or interpreted (a) to directly or indirectly obligate the City to make any payment in any Fiscal Year in excess of amounts appropriated for such Fiscal Year; (b) as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City within the meaning of Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or provision; (c) as a delegation of governmental powers by the City; (d) as a loan or pledge of the credit or faith of the City or as creating any responsibility by the City for any debt or liability of any person, company or corporation within the meaning of Article XI, Section 1 of the Colorado Constitution; or (e) as a donation or grant by the City to, or in aid of, any person, company or corporation within the meaning of Article XI, Section 2 of the Colorado Constitution. Section 13. Declarations and Findings. The City Council hereby determines and declares that, based on the savings to the City to be obtained by replacing the 1995 Lease with the 2004 Lease, the Base Rentals payable in each year during the 2004 Lease Term are not more than the fair value of the use of the 2004 Leased Property during such year. The Base Rentals and Additional Rentals payable in each year during the 2004 Lease Term do not exceed a reasonable amount so as to place the City under an economic compulsion (i) to continue the 2004 Lease beyond any fiscal year, (ii) not to exercise its right to terminate this Lease at any time through an Event of Nonappropriation, or (iii) to exercise any of its options to purchase the 2004 Leased Property. The Purchase Option Pr/ce is the City's best estimate of the fair purchase price of the 2004 Leased Property at the time of exercise of the City's option to purchase the 2004 Leased Property by paying the Purchase Option Price. The scheduled lease term and the final maturity of the Certificates does not exceed the weighted average useful life of the 2004 Leased Property. In making the representations, covenants and warranties set forth above in this 02-172963.5 subsection, the City has given due consideration to the purposes for which the 2004 Leased Property will be used by the City, the benefits to the City from the use of the 2004 Leased Property, the City's options to purchase the 2004 Leased Property under the 2004 Lease and the terms of the 2004 Lease governing the use of, and the City's options to purchase, the 2004 Leased Property. Section 14. Ratification of Prior Actions. All actions heretofore taken (not inconsistent with the provisions of this Ordinance) by the City Council, the City's Finance Director, or by other officers and employees of the City directed toward the lease purchase financing for the purposes herein set forth are hereby ratified, approved and confirmed. Section 15. Headings. The headings to the various sections and paragraphs to this Ordinance have been inserted solely for the convenience of the reader, are not a part of this Ordinance, and shall not be used in any manner to interpret this Ordinance. Section 16. Severability. It is hereby expressly declared that all provisions hereof and their application are intended to be and are severable. In order to implement such intent, if any provision hereof or the application thereof is determined by a court or administrative body to be invalid or unenforceable, in whole or in part, such determination shall not affect, impair or invalidate any other provision hereof or the application of the provision in question to any other situation; and if any provision hereof or the application thereof is determined by a court or administrative body to be valid or enforceable only if its application is limited, its application shall be limited as required to most fully implement its purpose. Section 17. Repealer. All orders, bylaws, ordinances, and resolutions of the City, or parts thereof, inconsistent or in conflict with this Ordinance, are hereby repealed to the extent only of such inconsistency or conflict. Section 18. Declaration of Emergency and Effective Date. The City Council recognizes that the Base Rentals due from the City under the 2004 Lease are anticipated to be less if the 2004 Certificates can be issued in a timely fashion, thus benefiting the City's inhabitants with such savings; therefore, the City Council hereby determines that there is an urgency and need for issuing the 2004 Certificates in a timely manner in order to obtain the greatest savings to the City's inhabitants, thus preserving public property, health, peace and safety. This Ordinance shall take effect upon final passage. 02-172963.5 8 INTRODUCED at a regularly scheduled meeting of the City Council of the City of Aspen on the / 0 day of May, 2004, AND PASSED ON FIRST READING by a vote of ~ FOR and kl AGAINST. ATTEST: FINALLY PASSED on second and final reading, by a vote of ~ FOR and C) AGAINST; and ordered published within ten days of such final passage. ~ a4~ ~2 ~"1 2/~/ / 02-172963.5 9 STATE OF COLORADO CITY OF ASPEN I, Torre, hereby certify that: 1. I am the Assistant Secretary of the City of Aspen Public Facilities Authority (the "Corporation"). 2. Attached is a true and correct copy of a resolution (the "Resolution") adopted by the Board of Directors (the "Board") of the Corporation at a meeting held on May 25, 2004. 3. The Resolution was duly moved, seconded and adopted by the affirmative vote of a majority of the members of the Board at such meeting as follows: Board Member Yes No Helen Kalin Klanderud ~ William Terry Paulson //' Paul Menter t/' Kathryn Koch Torre Tim Semrau Rachel Richards Absent Abstaining 4. The meeting 'at which the Resolution wa~ adopted was noticed, and all proceedings relating to the Resolution were conducted, in accc~rdance with the articles of incorporation and bylaws and all applicable rules, regulations, resolutions and procedures of the Corporation and in accordance with all applicable laws. WITNESS my hand as of this 25th day.of May, 2004. By ~' I~ Assistant Secretary 02-174389.1/1 RESOLUTION OF THE BOARD OF DIRECTORS OF CITY OF ASPEN PUBLIC FACILITIES AUTHORITY RESOLVED by the Board of Directors of the City of Aspen Public Facilities Authority (the "Corporation") that: 1. Principal Documents. Each of the following documents and the consummation of the transactions contemplated thereunder are hereby authorized and approved and the officers of the Corporation are hereby authorized to execute and deliver each of the following documents, in substantially the form provided to the Board of Directors in connect/on with this meeting, with such changes therein, if any, as a certificate insurer, if any, may require and as may be necessary or appropriate in connection with the issuance of a financial guaranty or similar insurance policy, or as are approved by the officers of thc Corporation executing the same (whose signature thereon shall constitute conclusive evidence of such approval): (a) Ground Lease dated as of June 1, 2004 between the City of Aspen, Colorado (the "City") and the Corporation (the "Ground Lease"); (b) Lease Purchase Agreement dated as of June 1, 2004 between the City and the Corporation (the "Lease Purchase Agreement"); (c) Mortgage and Indenture of Trust dated as of June 1, 2004 between the Corporation and American National Bank, as trustee (the "Indenture'); (d) Certificate Purchase Agreement by and among the Corporation, the City and George K. Baum & Company (the "Underwriter") (the "Certificate Purchase Agreement"); (e) Escrow Agreement dated as of June 1, 2004 by and among the Corporation, the City and American National Bank, as escrow agent (the "E - ,, scrow Agreement ); (f) DTC Blanket Letter of Representations dated as of May 18, 2004 between the Depository Trust Company and the Corporation (the "DTC Letter of Representations ); and ' " (g) Refunding Certificates of Participation, Series 2004, evidencing undivided interests in the fight to receive certain revenues payable by the City under a Lease Purchase Agreement dated as of June 1, 2004 (the "2004 Certificates") in the form attached as an Appendix to the Indenture. 2. Refunding of 1995 Certificates. The Corporation hereby authorizes the refunding of all of the outstanding Certificates of Participation, Series 1995, evidencing undivided interests in the right to receive certain revenues payable by the City of Aspen, Colorado under a Lease Purchase and Sublease Agreement dated as of July 15, 1995, issued in 02-174389.2/2 2 the original aggregate principal amount of $6,470,000 and currently outstanding in the aggregate principal amount of $3,465,000 (the "1995 Certificates"). 3. Authorization of Treasurer to Determine Terms of 2004 Certificates; Indenture. The Corporation hereby authorizes the Treasurer to approve the terms of the 2004 Certificates, including the principal maturity dates, principal amOunts maturing in any particular year and rate of interest on each such maturity of the 2004 Certificates. In addition, the Corporation hereby authorizes the Treasurer to approve the terms of the Indenture, including, without limitation, whether there is to be a reserve fund securing the payment of the 2004 Certificates. 4. Authorization of Treasurer to Execute Certain Documents. The Corporation hereby authorizes the Treasurer to execute the Certificate Purchase Agreement and to date such agreement as of the date of execution. The Corporation hereby ratifies, authorizes and approves the execution by the Treasurer of the DTC Letter of Representations. 5. Election to Determine Whether Certificate Insurance is to be Obtained; Execution of Commitment. The Corporation hereby authorizes the Treasurer to determine whether it is economically beneficial to the Corporation to obtain a financial guaranty insurance policy insuring the payment of the 2004 Certificates (a "PoliCy"). If so determined, the Corporation hereby authorizes the Treasurer to execute a commitment ("Commitment") in connection therewith. 6. Election to Determine Whether a Surety Bond is to be Obtained; Execution of Financial Guaranty Agreement. The Corporation hereby authorizes the Treasurer to determine whether the Corporation to obtain a surety bond securing the payment of the 2004 Certificates. If so determined, the Corporation hereby authorizes the Treasurer to execute a financial guaranty agreement in connection therewith. 7. Official Statement. The distribution and use in connection with the offering of the 2004 Certificates of the Preliminary Official Statement relating to the 2004 Certificates and the certification by the President of the Corporation that the preliminary Official Statement is "deemed final" as of/ts date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 are hereby approved and ratified; and the Board of Directors of the Corporation authorizes and directs the preparation of, and authorizes and directs the execution by the President of the Corporation of, an Official Statement for use by the Underwriter in connection with the sale of the 2004 Certificates in substantially.the fora of the Preliminary Official Statement,. with such changes therein, if any, not inconsistent herewith, as are approved by the President of the Corporation (whOse signature thereon shall constitute conclusive evidence of such approval); and the President of the CorpOration is hereby authorized to execute the final Official Statement. 8 Other Actions, Documents and CertifiCates. The officers of the Corporation are further authorized and directed (a) to execute and deliver all other documents and certificates necessary or desirable to effectuate the refunding of the 1995 Certificates, the issuance or administration of the 2004 Certificates, the investment of proceeds of' the 2004 Certificates and the transactions contemplated hereby and by the Other documents, certificates and other papers referred to herein; and (b) to take any or all actions they determine to be necessary or desirable to 02-174389.2/3 3 complete the transactions described in or contemplated by any of the documents, certificates or other papers referred to herein. [signatures appear on following page] 02-174389.2/4 4 PASSED, ADOPTED AND APPROVED this May 25, 2004, CITY OF ASP By 2~orre, Assistant Secretary (signature page to Corporation Resolution)