HomeMy WebLinkAboutordinance.council.023-08ORDINANCE NO.23
(SERIES OF 2008)
AN ORDINANCE AUTHORIZING THE ISSUANCE BY THE CITY OF
ASPEN,COLORADO,OF ITS GENERAL OBLIGATION ELECTRIC
UTILITY BONDS,SERIES 2008,FOR THE PURPOSES SET FORTH IN THE
BALLOT QUESTION AUTHORIZING SUCH BONDS;PROVIDING FOR
THE PAYMENT OF SUCH BONDS FROM ELECTRIC UTILITY FEES AND
TO THE EXTENT CITY COUNCIL DETERMINES THAT THE REVENUES
PROJECTED TO BE AVAILABLE FROM SUCH FEES WILL BE
INSUFFICIENT TO PAY THE PRINCIPAL OF,PREMIUM,IF ANY,AND
INTEREST ON SUCH DEBT AND TO OTHERWISE COMPLY WITH THE
COVENANTS OF THIS ORDINANCE OR OTHER INSTRUMENTS
GOVERNING SUCH DEBT IN ANY YEAR FROM THE PROCEEDS OF AD
VALOREM PROPERTY TAXES;PROVIDING FOR THE LEVY OF AD
VALOREM PROPERTY TAXES FOR THE PAYMENT OF SUCH BONDS;
PROVIDING THE FORM OF SUCH BONDS AND OTHER DETAILS WITH
RESPECT TO SUCH BONDS AND THE PAYMENT THEREOF;
APPROVING OTHER DOCUMENTS RELATING TO SUCH BONDS;AND
DECLARING AN EMERGENCY.
RECITALS
WHEREAS,the City of Aspen (the "City"),in the County of Pitkin and State of
Colorado,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 meaning
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,the City is authorized by Section 10.1 of the Charter to borrow moneys and
to issue general obligation bonds to evidence such borrowing,subject to the approval of a
question proposing their issuance at a general or special election by a majority of registered
electors of the City voting thereon;and
WHEREAS,at an election called on November 6,2007,the City submitted the following
question (the "Ballot Question")to the registered electors ofthe City for approval:
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SHALL CITY OF ASPEN DEBT BE INCREASED BY UP TO $5,500,000,WITH A
MAXIMUM REPAYMENT COST OF $10,780,000 BY THE ISSUANCE OF
GENERAL OBLIGATION BONDS FOR THE PURPOSE OF CONSTRUCTING AND
EQUIPPING A NEW HYDROELECTRIC FACILITY ON CASTLE CREEK,WHICH
DEBT SHALL BE PAYABLE FROM (1)ELECTRIC UTILITY FEES AND (2)TO
THE EXTENT THE CITY COUNCIL DETERMINES THAT THE REVENUES
PROJECTED TO BE AVAILABLE FROM SUCH ELECTRIC UTILITY FEES WILL
BE INSUFFICIENT TO PAY THE PRINCIPAL OF,PREMIUM,IF ANY,AND
INTEREST ON SUCH DEBT AND TO OTHERWISE COMPLY WITH THE
COVENANTS OF THE ORDINANCE OR OTHER INSTRUMENTS GOVERNING
SUCH DEBT IN ANY YEAR,FROM THE TAXES DESCRIBED BELOW;SHALL
CITY TAXES BE INCREASED BY UP TO $359,128 ANNUALLY IN ANY YEAR
BY THE LEVY OF AD VALOREM PROPERTY TAXES,WITHOUT LIMITATION
AS TO RATE OR AMOUNT OR ANY OTHER CONDITION,TO PAY THE
PRINCIPAL OF,PREMIUM,IF ANY,AND INTEREST ON SUCH DEBT AND TO
OTHERWISE COMPLY WITH THE COVENANTS OF THE ORDINANCE OR
OTHER INSTRUMENTS GOVERNING SUCH DEBT IF AND TO THE EXTENT
THE CITY COUNCIL DETERMINES THAT THE REVENUES PROJECTED TO BE
AVAILABLE FROM SUCH ELECTRIC UTILITY FEES WILL NOT BE
SUFFICIENT THEREFOR;SHALL SUCH DEBT MATURE,BE SUBJECT TO
REDEMPTION,WITH OR WITHOUT PREMIUM,AND BE ISSUED,DATED AND
SOLD AT SUCH TIME OR TIMES,AT SUCH PRICES (AT,ABOVE OR BELOW
PAR)AND IN SUCH MANNER AND WITH SUCH TERMS,NOT INCONSISTENT
HEREWITH,AS THE CITY COUNCIL MAY DETERMINE;AND SHALL THE
CITY BE AUTHORIZED TO COLLECT,RETAIN AND EXPEND ALL OF [THE
REVENUES OF SUCH TAXES,THE PROCEEDS OF SUCH BONDS AND THE
EARNINGS THEREON]IN 2007 AND EACH SUBSEQUENT YEAR,
NOTWITHSTANDING THE LIMITATIONS OF ARTICLE X,SECTION 20 OF THE
COLORADO CONSTITUTION (TABOR),SECTION 29-1-301,COLORADO
REVISED STATUTES,OR ANY OTHER LAW?
WHEREAS,a majority of the registered electors of the City voting on the Ballot
Question at the November 6,2007 election voted in favor of the Ballot Question;and
WHEREAS,the City Council of the City (the "City Council")has determined that it is in
the best interests of the City and its residents to issue the City of Aspen,Colorado,General
Obligation Electric Utility Bonds,Series 2008 (the "Series 2008 Bonds"or the "Bonds"),for the
purposes of constructing and equipping a new hydroelectric facility on Castle Creek to become
part of the City's Electric Utility system (as defined herein,the "Project")and paying the costs of
issuance of the Bonds;and
WHEREAS,the City Council has been presented with a proposal from Stifel Nicolaus &
Company,Incorporated,of Denver,Colorado,to purchase the Bonds upon specified terms and
conditions,the final terms and conditions of which are to be set forth in the Bond Purchase
Agreement in accordance with the Sale Certificate,and,after consideration,the City Council has
determined that the negotiated sale of the Bonds,subject to the parameters set forth herein,to
said company is to the best advantage of the City;and
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WHEREAS,pursuant to the Ballot Question,the City Council intends to pay the
principal of,premium,if any,and interest on the Bonds from:(a)customer usage fees and any
other fees received from the operation of the City's Electric Utility system on deposit in the
City's Electric Funds (as defined herein)and available for the payment of the Bonds (as more
particularly defined herein,"Available Electric Utility Fees");and (b)to the extent Available
Electric Utility Fees are not sufficient,ad valorem property taxes authorized in the Ballot
Question;and
WHEREAS,notwithstanding the City's intention to pay amounts due on the Bonds from
Available Electric Utility Fees and ad valorem property taxes authorized in the Ballot Question,
the Bonds are general obligations of the City and the full faith and credit of the City are pledged
to their payment;and
WHEREAS,no member of the City Council has a potential conflict of interest in
connection with the authorization,issuance,sale or use of proceeds of the Bonds;and
WHEREAS,pursuant to Section 4.11 of the Charter,the City is authorized to adopt
emergency ordinances for the preservation of public property,health,peace,or safety;and
WHEREAS,there is a need for issuing the Bonds in a timely manner in order to take
advantage of existing market conditions and obtain the greatest savings to the City's inhabitants,
thus freeing up City revenues which can be used for the purposes of preserving public property,
health,peace and safety;and
WHEREAS,this Ordinance is being adopted to authorize the issuance,sale and delivery
of the Bonds,to provide for the payment of the Bonds and to provide the details of the Bonds;
and
WHEREAS,there has been presented to the City Council,among other things,
substantially final forms of (a)the Preliminary Official Statement,(b)Paying Agent Agreement,
(c)the Bond Purchase Agreement (subject to completion in accordance with the terms of the
Sale Certificate),and (d)the Continuing Disclosure Undertaking;and
WHEREAS,the City Council desires,as provided in the Supplemental Public Securities
Act,Part 2 of Article 57 of Title 11 of the Colorado Revised Statutes,as amended,to delegate
the authority to the Mayor of the City,or to the Mayor Pro Tern of the City,in the Mayor's
absence,to determine certain provisions of the Bonds to be set forth in the Sale Certificate,in
accordance with the provisions of this Ordinance.
NOW,THEREFORE,BE IT ORDAINED,BY THE CITY COUNCIL OF THE CITY
OF ASPEN,COLORADO,that:
Section 1.Definitions.The following terms shall have the following meanings for
purposes of this Ordinance:
"Acts"means,collectively,the State Constitution,the Charter,and Part 2 of Article 57 of
Title 11,Colorado Revised Statutes,as amended.
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"Available Electric Utility Fees"means,as of any particular date of determination,all
Electric Utility Fees and earnings thereon on deposit in the City's Electric Funds and available
for payment of the principal of,premium,if any,and interest on the Bonds after taking into
account all administrative,operation and maintenance expenses of the City payable from the
Electric Funds,as determined by the City.
"Ballot Question"means the ballot question approved by City voters on November 6,
2007,defined as such in the preambles hereto.
"Bond Account"means the City of Aspen,Colorado,General Obligation Electric Utility
Bonds Series 2008 Bond Account"created pursuant to the Section hereof entitled "Creation of
Accounts."
"Bond Counsel"means (i)as of the date of issuance of the Bonds,Kutak Rock LLP,and
(ii)as of any other date,Kutak Rock LLP or such other attorneys selected by the City with
nationally recognized expertise in the issuance of municipal bonds.
"Bond Obligation"means,as of any date,the principal amount of Bonds then
Outstanding.
"Bond Purchase Agreement"means the agreement between the City and the Underwriter
concerning the purchase of the Bonds by the Underwriter
"Bonds"means the Series 2008 Bonds.
"Business Day"means any day other than (a)a Saturday or Sunday or (b)a day on which
banking institutions in the State are authorized or obligated by law or executive order to be
closed for business.
"Charter"means the Charter of the City of Aspen,adopted June 16,1970,as amended.
"City"is defined in the recitals hereof.
"City Council"means the City Council of the City,and any successor body.
"Code"means the Internal Revenue Code of 1986,as amended.Each reference to a
section of the Code herein shall be deemed to include the United States Treasury Regulations
proposed or in effect thereunder and applicable to the Bonds or the use of proceeds thereof,
unless the context clearly requires otherwise.
"Continuing Disclosure Undertaking"means the undertaking to facilitate compliance
with Rule 15c2-12 under the Securities Exchange Act of 1934 in substantially the form appended
to the Preliminary Official Statement.
"Dated Date"means the original dated date for the Bonds as established in the Sale
Certificate.
4843-1239-0402.5 A-4
"Defeasance Securities"means cash funds or bills,certificates of indebtedness,notes,
bonds or similar securities which are direct non-callable obligations of the United States of
America or which are fully and unconditionally guaranteed as to the timely payment of principal
and interest by the United States of America,to the extent such investments are Permitted
Investments.
"DTC'means The Depository Trust Company,New York,New York,and its successors
in interest and assigns.
"DTC Letter of Representations"means the Blanket Letter of Representations dated
July 26,1999 between the City and DTC with respect to the book-entry registration system for
the Bonds.
"Electric Funds"means the City's eXIstmg Electric Enterprise Fund and Ruedi
Hydroelectric Enterprise Fund (also sometimes referred to as the Electric Fund and Ruedi
Hydroelectric Fund),and any other fund created by City Council for the purpose of accounting
for revenues received in connection with its operation of electric utilities (including,but not
limited to,any fund created to account for revenues relating to the Hydroelectric Facility on
Castle Creek).
"Electric Utility Fees"means customer usages fees and any other fees received by the
City as a result of the City's operation of its Electric Utility.
"Event of Default"means anyone or more of the events set forth in the Section hereof
entitled "Events of Default."
"Interest Payment Date"means each June I and December 1,commencing December 1,
2008 or such other dates as established in the Sale Certificate.
"Official Statement"means the final Official Statement relating to the Bonds approved in
the Section hereof entitled "Approval of Related Documents."
"Ordinance"means this Ordinance,including any amendment or supplement hereto.
"Outstanding"means,as of any date,all Bonds,except the following:
(a)Any Bond cancelled by the City or the Paying Agent,or otherwise on the
City's behalf,at or before such date;
(b)Any Bond held by or on behalf of the City;
(c)Any Bond for the payment or the redemption of which moneys or
Defeasance Securities sufficient to meet all of the payment requirements of the principal
of,premium,if any,and interest on such Bond to the date of maturity or prior redemption
thereof,shall have theretofore been deposited in trust for such purpose in accordance with
the Section hereof entitled "Defeasance";and
4843-1239-0402.5 A-5
(d)Any lost,apparently destroyed,or wrongfully taken Bond in lieu of or in
substitution for which another bond or other security shall have been executed and
delivered.
"Owner"means the Person or Persons in whose name or names a Bond is registered on
the registration books maintained by the Paying Agent pursuant hereto.
"Paying Agent"means Wells Fargo Bank,N.A.,Denver,Colorado,or any successor
thereto or assignee thereof approved by the City.
"Paying Agent Agreement"means an agreement with the Paying Agent concerning duties
and obligations of the Paying Agent with respect to the Bonds.
"Permitted Investments"means any investment in which funds of the City may be
invested under the laws of the State at the time of such investment.
"Person"means a corporation,firm,other body corporate,partnership,association or
individual and also includes an executor,administrator,trustee,receiver or other representative
appointed according to law.
"Preliminary Official Statement"means the Preliminary Official Statement relating to the
Bonds and the City.
"Project"means any purpose for which proceeds of the Bonds may be expended under
the Charter,the Ballot Question and any provision of any City ordinance or provision of the
City's municipal code governing the use of the Electric Utility Fees and the ad valorem property
taxes authorized in the Ballot Question,including,but not limited to,constructing and equipping
a new hydroelectric facility on Castle Creek and paying the costs of issuance of the Bonds.
"Rebate Account"means the City of Aspen General Obligation Electric Utility Bonds
Series 2008 Rebate Account created in the Section hereof entitled "Federal Income Tax
Covenants."
"Record Date"means,with respect to each Interest Payment Date,the fifteenth day of the
month preceding the month (whether or not such day is a Business Day)in which such Interest
PaYment Date occurs.
"Sale Certificate"means the certificate executed by the Sale Delegate,under the
authority delegated pursuant to this Ordinance,including,among other things,the aggregate
principal amount of the Bonds,the prices at which the Bonds will be sold,interest rates and
annual maturing principal for the Bonds,as well as the dates on which the Bonds may be
redeemed and the redemption prices therefore.
"Sale Delegate"means the Mayor of the City or the Mayor Pro Tern in the absence of the
Mayor.
4843-1239-0402.5 A-6
"Series 2008 Bonds"means the City of Aspen,Colorado,General Obligation Electric
Utility Bonds,Series 2008,authorized in the Section hereof entitled "Authorization and Purpose
of Bonds."
"State"means the State of Colorado.
"Tax Letter ofInstructions"means the Tax Letter ofInstructions,dated the date on which
the Bonds are originally issued and delivered to the City by Bond Counsel,as such instructions
may be superseded or amended in accordance with their terms.
"Underwriter"means Stifel Nicolaus &Company,Incorporated,the original purchaser of
the Bonds.
Section 2.Authorization and Purpose of Bonds.Pursuant to and in accordance with
the Acts and the Ballot Question,the City hereby authorizes,and directs that there shall be
issued:(a)the "City of Aspen,Colorado,General Obligation Electric Utility Bonds,
Series 2008,"in the aggregate principal amount set forth in the Sale Certificate pursuant to,and
subject to the limitations set forth in,the Section hereof entitled "Delegation and Parameters,"
for the purpose of financing the Project.
Section 3.Bond Details.
(a)Registered Form,Denominations,Original Dated Date and Numbering.
The Bonds shall be issued as fully registered bonds,shall be dated as of the Dated Date
and shall be registered in the names of the Persons identified in the registration books
maintained by the Paying Agent pursuant hereto.The Bonds shall be issued in
denominations of $5,000 in principal amount or any integral multiple thereof.The Bonds
shall be consecutively numbered,beginning with the number one,preceded by the letter
"R."
(b)Maturity Dates,Principal Amounts and Interest Rates.The Bonds shall
mature on December 1 of the years and in the amounts set forth in the Sale Certificate,
and shall bear interest at the rates per annum (calculated based on a 360-day year of
twelve 30-day months)set forth in the Sale Certificate.
(c)Accrual and Dates of Payment of Interest.Interest on the Bonds shall
accrue at the rates set forth in the Sale Certificate from the later of the Dated Date or the
latest Interest Payment Date (or in the case of defaulted interest,the latest date)to which
interest has been paid in full and shall be payable on each Interest Payment Date.
(d)Manner and Form of Payment.Principal of each Bond shall be payable
to the Owner thereof upon presentation and surrender of such Bond at the principal office
of the Paying Agent in the city identified in the definition of Paying Agent in the Section
hereof entitled "Definitions"or at such other office of the Paying Agent designated by the
Paying Agent for such purpose.Interest on each Bond shall be payable by check or draft
of the Paying Agent mailed on each Interest Payment Date to the Owner thereof as of the
close of business on the corresponding Record Date;provided that interest payable to any
Owner may be paid by any other means agreed to by such Owner and the Paying Agent
4843-1239-0402.5 A-7
that does not require the City to make moneys available to the Paying Agent earlier than
otherwise required hereunder or increase the costs borne by the City hereunder.All
payments of the principal of and interest on the Bonds shall be made in lawful money of
the United States of America.
(e)Book-Entry Registration.Notwithstanding any other provision hereof,
the Bonds shall be delivered only in book-entry form registered in the name of Cede &
Co.,as nominee ofDTC,acting as securities depository ofthe Bonds and principal of and
interest on the Bonds shall be paid by wire transfer to DTC;provided,however,if at any
time the Paying Agent determines,and notifies the City of its determination,that DTC is
no longer able to act as,or is no longer satisfactorily performing its duties as,securities
depository for the Bonds,the Paying Agent may,at its discretion,either (i)designate a
substitute securities depository for DTC and reregister the Bonds as directed by such
substitute securities depository or (ii)terminate the book-entry registration system and
reregister the Bonds in the names of the beneficial owners thereof provided to it by DTC.
Neither the City nor the Paying Agent shall have any liability to DTC,Cede &Co.,any
substitute securities depository,any Person in whose name the Bonds are reregistered at
the direction of any substitute securities depository,any beneficial owner of the Bonds or
any other Person for (A)·any determination made by the Paying Agent pursuant to the
proviso at the end of the immediately preceding sentence or (B)any action taken to
implement such determination and the procedures related thereto that is taken pursuant to
any direction of or in reliance on any information provided by DTC,Cede &Co.,any
substitute securities depository or any Person in whose name the Bonds are reregistered.
Section 4.Redemption of Bonds Prior to Maturity.
(a)Optional Redemption.The Bonds,if any,specified in the Sale Certificate
shall be subject to redemption prior to maturity,at the option of the City,as a whole or in
part in integral multiples of $5,000,and if in part in such order of maturities as the City
shall determine and by lot within a maturity,on such dates,if any,and at such prices,as
set forth in the Sale Certificate.
(b)Mandatory Sinking Fund Redemption.All or any principal amount of
the Bonds may be subject to mandatory sinking fund redemption by lot on December 1 of
the years and in the principal amounts specified in the Sale Certificate,at a redemption
price equal to the principal amount thereof (with no redemption premium),plus accrued
interest to the redemption date.
At its option,to be exercised on or before the forty-fifth day next preceding each
sinking fund redemption date,the City may (i)deliver to the Paying Agent for
cancellation any Bonds with the same maturity date as the Bonds subject to such sinking
fund redemption and (ii)receive a credit in respect of its sinking fund redemption
obligation for any Bonds with the same maturity date as the Bonds subject to such
sinking fund redemption which prior to such 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 so delivered or previously redeemed shall be credited by the Paying Agent at the
4843-1239-0402.5 A-8
principal amount thereof to the obligation of the City on such sinking fund redemption
date,and the principal amount of Bonds to be redeemed by operation of such sinking
fund on such date shall be accordingly reduced.
(c)Redemption Procedures.Notice of any redemption of Bonds shall be
given by the Paying Agent by sending a copy of such notice by first-class,postage prepaid
mail,not less than 30 days prior to the redemption date,to the Owner of each Bond 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 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 this Ordinance funds sufficient
to pay the redemption price of such Bond on the redemption date,then such Bond shall
become due and payable at such redemption date,and from and after such date interest
will cease to accrue thereon.Failure to deliver any redemption notice or any defect in any
redemption notice shall not affect the validity of the proceeding for the redemption of
Bonds with respect to which such failure or defect did not occur.Any Bond redeemed
prior to its maturity by prior redemption or otherwise shall not be reissued and shall be
cancelled.
Section 5.Creation of Bond Account.There is hereby created the "City of Aspen,
Colorado,General Obligation Electric Utility Bonds Series 2008 Bond Account"(the "Bond
Account").Moneys on deposit in the Bond Account shall be applied solely to the payment of the
principal of and interest on the Bonds and for no other purpose until the Bonds,including
principal and interest,are fully paid,satisfied and discharged.
Section 6.Delivery of Bonds and Application of Bond Proceeds.Upon payment to
the City of the purchase price of the Bonds in accordance with the Bond Purchase Agreement,
the Bonds shall be delivered to or as directed by the Underwriter and the proceeds received by
the City from the sale of the Bonds shall be applied as a supplemental appropriation by the City
for the payment of costs of issuance of the Bonds and as follows:(a)to the Bond Account,for
accrued interest (if any)on the Bonds,the amount (if any)designated in the Sale Certificate;and
(b)the remainder shall be applied by the City to costs of the Project.
Section 7.Security for the Bonds.
(a)General Obligations.The Bonds shall be general obligations of the City,
payable from the ad valorem property taxes levied by the City pursuant to this Section,
other moneys transferred to or deposited into the Bond Account pursuant to this
Ordinance and other moneys made available for the payment of the principal of,
premium,if any,and interest on the Bonds pursuant to subsection (f)of this Section,in
addition to the Available Electric Utility Fees transferred to the Bond Account as
provided in subsection (b)of this Section.The full faith and credit of the City are pledged
for the punctual payment of the principal of,premium,if any,and interest on the Bonds.
(b)Transfers from Available Electric Utility Fees.On or before each date on
which the City is required to deposit amounts with the Paying Agent pursuant to
subsection (h)of this Section,the City shall transfer Available Electric Utility Fees (as
4843-1239-0402.5 A-9
determined by the City on the date of such transfer)to the Bond Account in an amount
equal to the lesser of:(i)the principal of,premium,if any,and interest on the Bonds due
to be so deposited on such date,less any other moneys then on deposit in the Bond
Account to be transferred to the Paying Agent on such date;or (ii)the total of all
Available Electric Utility Fees then on deposit in the Electric Funds.
(c)Levy of Ad Valorem Taxes.For the purpose of paying the principal of,
premium,if any,and interest on the Bonds when due,respectively,the City Council
shall,before such time provided for by law for levying other City taxes,annually
determine a rate of levy for general ad valorem taxes,without limitation as to rate or
amount,on all of the taxable property within the City,that will be sufficient,when
combined with amounts then on deposit in the Bond Account and the amounts projected
to be deposited to the Bond Account in the immediately succeeding calendar year from
Available Electric Utility Fees pursuant to subsection (b)of this Section,and from other
moneys pursuant to subsection (f)of this Section,to pay the principal of,premium,if
any,and interest on the Bonds when due,respectively,whether at maturity or upon
earlier redemption,in the immediately succeeding calendar year.Annually,at the time of
certification of the general ad valorem taxes pursuant to this subsection,the City Council
shall make specific findings with respect to the Available Electric Utility Fees projected
for the immediately succeeding calendar year and all other amounts described in the
preceding sentence projected to be transferred to the Bond Account in the immediately
succeeding calendar year or then on deposit therein.The City Council shall,in certifying
annual levies for general ad valorem taxes,take into account the maturing indebtedness
of the Bonds for the ensuing year,deficiencies and defaults of prior years and any
reimbursement to be made pursuant to subsections (d)or (f)of this Section and shall
make ample provision for the payment thereof.The general ad valorem taxes levied
pursuant to this subsection,when collected,shall be deposited into the Bond Account.
(d)Covenant Upon Deficiency in Bond Account.Notwithstanding anything
else contained herein,the City hereby irrevocably covenants and agrees that,in the event
that amounts on deposit in the Bond Account on any date on which the City is required to
deposit amounts with the Paying Agent pursuant to subsection (h)of this Section is less
than the amount sufficient to pay the principal of premium,if any,and interest on the
Bonds on the corresponding Interest Payment Date,the City Council shall immediately
transfer previously appropriated moneys in the amount of such deficiency from the
general fund or any other legally available fund of the City to the Bond Account for the
payment of such amounts,and shall promptly pass and adopt supplemental or emergency
ordinances or resolutions as are required to effectuate such transfer and use.Thereafter,
such appropriations and transfers shall continue to be made in such amounts and with
sufficient frequency to assure that the moneys on deposit in the Bond Account shall be
sufficient to pay the principal of,premium,if any,and interest on the Bonds when due.
Upon the next succeeding levy of ad valorem property taxes for the Bonds pursuant to
subsection (c)of this Section,the taxes levied pursuant thereto shall include amounts
sufficient to reimburse the fund from which amounts were transferred pursuant to this
subsection and such reimbursement shall be made and appropriation made therefor upon
the collection of such taxes.
4843-1239-0402.5 A-IO
(e)Levy of Additional Ad Valorem Taxes.If the moneys on deposit in the
Bond Account,including,but not limited to,moneys of the City deposited therein
pursuant to subsections (b),(d)and (f)of this Section,are not sufficient to pay punctually
the annual installments on the contracts or bonds of the City,and interest thereon,and to
pay defaults and deficiencies,the City Council shall make such additional levies of taxes
as may be necessary for such purposes,and such taxes shall be made and continue to be
levied until the indebtedness is fully paid.The general ad valorem taxes levied pursuant
to this subsection,when collected,shall be deposited into the Bond Account.
(f)Use or Advance of Other Legally Available Moneys.Nothing herein
shall be interpreted to prohibit or limit the ability of the City to use legally available
funds of the City other than moneys required by this Ordinance to be transferred to or
deposited into the Bond Account to pay all or any portion of the principal of,premium,if
any,or interest on the Bonds.If and to the extent such other legally available moneys are
used to pay the principal of,premium,if any,or interest on the Bonds,the City may,but
shall not be required to,(i)reduce the amount of taxes levied for such purpose pursuant
to subsection (c)of this Section or (ii)use proceeds of taxes levied pursuant to subsection
(c)of this Section to reimburse the fund or account from which such other legally
available moneys are withdrawn for the amount withdrawn from such fund or account to
pay the principal of or interest on the Bonds.If the City selects alternative (ii)in the
immediately preceding sentence,the taxes levied pursuant to subsection (c)of this
Section shall include amounts sufficient to fund the reimbursement.
(g)Appropriation and Budgeting of Proceeds of Moneys.All amounts
transferred to or deposited into the Bond Account pursuant to this Ordinance are hereby
appropriated for that purpose,and all amounts required to pay the principal of and
interest on the Bonds when due,respectively,in each year shall be included in the annual
budget and appropriation ordinance to be adopted and passed by the City Council for
such year.
(h)Deposit of Moneys to Pay Bonds with,and Payment of Bonds By,
Paying Agent.No later than the Business Day immediately preceding each Interest
Payment Date,the City,from moneys on deposit in the Bond Account or other moneys
made legally available pursuant to subsection (f)of this Section,shall deposit moneys
with the Paying Agent in an amount sufficient to pay the principal of premium,if any,
and interest on the Bonds on such date.The Paying Agent shall use the moneys so
deposited with it to pay the principal of,premium,if any,and interest on the Bonds when
due.
Section 8.Form of Bonds.The Bonds shall be in substantially the form set forth in
Appendix A hereto with such changes thereto,not inconsistent herewith,as may be necessary or
desirable and approved by the officials of the City executing the same (whose manual or
facsimile signatures thereon shall constitute conclusive evidence of such approval).All
covenants,statements, representations and agreements contained in the Bonds are hereby
approved and adopted as the covenants,statements,representations and agreements of the City.
Although attached as an appendix for the convenience of the reader,Appendix A is an integral
4843-1239-0402.5 A-ll
part of this Ordinance and is incorporated herein as if set forth in full in the body of this
Ordinance.
Section 9.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 Tern of the City,
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,all of whom are hereby
authorized and directed to prepare and execute the Bonds in accordance with the requirements
hereof.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.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 or entitled to the benefit of this Ordinance,or shall
be valid or obligatory for any purpose,unless the certificate of authentication of the Paying
Agent has been manually executed by an authorized signatory of the Paying Agent.The
executed certificate of authentication of the Paying Agent upon any Bond shall be conclusive
evidence,and the only competent evidence,that such Bond has been properly authenticated and
delivered hereunder.
Section 10.Temporary Bonds.Until Bonds in definitive form are ready for delivery,
the City may execute,and upon the request of the City,the Paying Agent shall authenticate and
deliver,subject to the provisions,limitations and conditions set forth herein,one or more Bonds
in temporary form,whether printed,typewritten,lithographed or otherwise produced,
substantially in the forms of the definitive Bonds,with appropriate omissions,variations and
insertions,and in authorized denominations.Until exchanged for Bonds in definitive form such
Bonds in temporary form shall be entitled to the benefits and security of this Ordinance.Upon
the presentation and surrender of any Bond in temporary form,the City shall,without
unreasonable delay,prepare,execute and deliver to the Paying Agent and the Paying Agent shall
authenticate and deliver,in exchange therefor,a Bond or Bonds of the same series in definitive
form.Such exchange shall be made by the Paying Agent without making any charge therefor to
the registered owner of such Bond in temporary form.
Section 11.Registration of Bonds in Registration Books Maintained by Paying
Agent.The Paying Agent shall maintain registration books in which the ownership,transfer and
exchange of Bonds shall be recorded.The person in whose name any Bond shall be registered
on such registration book shall be deemed to be 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 or other information to the contrary.
Section 12.Transfer and Exchange of Bonds.The Bonds may be transferred or
exchanged at the principal office of the Paying Agent in the city identified in the definition of
Paying Agent in the Section hereof entitled "Definitions,"for a like aggregate principal amount
of Bonds of other authorized denominations of the same type,maturity and interest rate,upon
payment by the transferee of a transfer fee,any tax or governmental charge required to be paid
with respect to such transfer or exchange and any cost of printing bonds in connection therewith.
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 attorney duly authorized in writing,the
4843-1239-0402.5 A-12
City shall execute and the Paying Agent shall authenticate and deliver in the name of the
transferee a new Bond.Notwithstanding any other provision hereof,the Paying Agent shall not
be required to transfer any Bond (a)which is scheduled to be redeemed in whole or in part
between the Business Day immediately preceding the mailing of the notice of redemption and
the redemption date or (b)between the Record Date for any Interest Payment Date for such Bond
and such Interest Payment Date.
Section 13.Replacement of Lost,Destroyed or Stolen Bonds.If any Bond shall
become lost,apparently destroyed,stolen or wrongfully taken,it may be replaced in the form and
tenor of the lost,destroyed,stolen or taken Bond and the City shall execute and the Paying Agent
shall authenticate and deliver a replacement Bond upon the 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 executing the new Bond.
Section 14.Investments.Moneys on deposit in the Bond Account and the Rebate
Account and any moneys held by the Paying Agent with respect to the Bonds shall be invested in
Permitted Investments,provided that the investment of such moneys shall be subject to any
applicable restrictions set forth in the Tax Letter of Instructions and the tax compliance
certificate delivered by the City in connection with the issuance of the Bonds that describes the
City's expectations regarding the use and investment of proceeds of the Bonds and other
moneys.Except as otherwise provided above,earnings from the investment of moneys
separately accounted for to pay principal of,premium,if any,and interest on the Bonds and
j;moneys separately accounted for to pay costs of the Project shall be transferred to the Rebate
'Account in the amounts and at the times required to fund the Rebate Account in accordance with
the Tax Letter of Instructions and all other earnings from the investment of moneys shall be
retained in the account in which earned.
Section 15.Various Findings,Determinations,Declarations and Covenants.The
City Council,having been fully informed of and having considered all the pertinent facts and
circumstances,hereby finds,determines,declares and covenants with the Owners of the Bonds
that:
(a)voter approval of the Ballot Question was obtained in accordance with all
applicable provisions of law;
(b)it is in the best interest of the City and its residents that the Bonds be
authorized,sold,issued and delivered at the time,in the manner and for the purposes
provided in this Ordinance;
(c)the issuance of the Bonds will not cause the City to exceed its debt limit
under the Charter or applicable State law;and
(d)the issuance of the Bonds and all procedures undertaken incident thereto
are in full compliance and conformity with all applicable requirements,provisions and
limitations prescribed by the Constitution and laws of the State and the City,including
4843-1239-0402.5 A-13
the Charter,and all conditions and limitations of the Charter and other applicable law
relating to the issuance of the Bonds have been satisfied.
Section 16.Federal Income Tax Covenants.For purposes of ensuring that the interest
on the Bonds is and remains excluded from gross income for federal income tax purposes,the
City hereby covenants that:
(a)Prohibited Actions.The City will 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 Bond to be an "arbitrage
bond"within the meaning of Section 148 of the Code,or would otherwise cause the
interest on any Bond to be includible in gross income for federal income tax purposes.
(b)Affirmative Actions.The City will at all times do and perform all acts
permitted by law that are necessary in order to assure that interest paid by the City on the
Bonds shall not be includible in gross income for federal income tax purposes under the
Code or any other valid provision of law.In particular,but without limitation,the City
represents,warrants and covenants to comply with the following rules unless it receives
an opinion of Bond Counsel stating that such compliance is not necessary:(i)gross
proceeds of the Bonds and the Project will not be used in a manner that will cause the
Bonds to be considered "private activity bonds"within the meaning of the Code;(ii)the
Bonds are not and will not become directly or indirectly "federally guaranteed";and
(iii)the City will timely file an Internal Revenue Service Form 8038-G with respect to
the Bonds,which shall contain the information required to be filed pursuant to
Section 149(e)of the Code.
(c)Tax Letter of Instructions.The City will comply with the Tax Letter of
Instructions delivered to it on the date of issuance of the Bonds,including but not limited
by the provisions of the Tax Letter of Instructions regarding the application and
investment of Bond proceeds,the use of the Project,the calculations,the deposits to the
Rebate Account,the disbursements,the investments and the retention of records
described in the Tax Letter of Instructions;provided that,in the event the Tax Letter of
Instructions are superseded or amended by new Tax Letter of Instructions drafted by,and
accompanied by an opinion of,Bond Counsel stating that the use of the new Tax Letter
of Instructions will not cause the interest on the Bonds to become includible in gross
income for federal income tax purposes,the City will thereafter comply with the new Tax
Letter of Instructions.
(d)Rebate Account.There is hereby created the "City of Aspen,Colorado,
General Obligation Electric Utility Bonds Series 2008 Rebate Account"(the "Rebate
Account").The Rebate Account shall be funded pursuant to the Section hereof entitled
"Investments"in the amounts and at the times provided in the Tax Letter of Instructions
from earnings from the investment of moneys on deposit in the Bond Account and
moneys separately accounted for to pay costs of the Project,from earnings on moneys on
deposit in the Rebate Account and other legally available moneys.
4843-1239-0402.5 A-14
(e)Designation of Bonds as Qualified Tax-Exempt Obligations.The City
hereby designates the Bonds as qualified tax-exempt obligations within the meaning of
Section 265(b)(3)of the Code.The City covenants that the aggregate face amount of all
tax-exempt obligations issued by the City,together with governmental entities which
derive their issuing authority from the City or are subject to substantial control by the
City,shall not be more than $10,000,000 during calendar year 2008.The City recognizes
that such tax-exempt obligations include notes,leases,loans and warrants,as well as
bonds.The City further recognizes that any bank,thrift institution or other financial
institution that owns the Bonds will rely on the City's designation of the Bonds as
qualified tax-exempt obligations for the purpose of avoiding the loss of 100%of any
otherwise available interest deduction attributable to such institution's tax-exempt
holdings.
Section 17.Defeasance.Any Bond shall not be deemed to be Outstanding hereunder if
it shall have been paid and cancelled or if Defeasance Securities shall have been deposited in
trust for the payment thereof (whether upon or prior to the maturity of such Bond,but if such
Bond is to be paid prior to maturity,the City shall have given the Paying Agent irrevocable
directions to give notice of redemption as required by this Ordinance,or such notice shall have
been given in accordance with this Ordinance).In computing the amount of the deposit
described above,the City may include the maturing principal of and interest to be earned on the
Defeasance Securities.If less than all the Bonds are to be defeased pursuant to this Section,the
City,in its sole discretion,may select which of the Bonds shall be defeased.
Section 18.Events of Default.Each of the following events constitutes an Event of
Default:
(a)Nonpayment of Principal or Interest.Failure to make any payment of
principal of or interest on the Bonds when due;
(b)Breach or Nonperformance of Duties.Breach by the City of any
material covenant set forth herein or failure by the City to perform any material duty
imposed on it hereunder and continuation of such breach or failure for a period of 60 days
after receipt by the Mayor of written notice thereof from the Paying Agent or from the
Owners of at least 10%of the aggregate amount of the Bond Obligation,provided that
such 60 day period shall be extended so long as the City has commenced and continues a
good faith effort to remedy such breach or failure;
(c)Bankruptcy or Receivership.An order of decree by a court of competent
jurisdiction declaring the City bankrupt under federal bankruptcy law or appointing a
receiver of all or any material portion of the City's assets or revenues is entered with the
consent or acquiescence of the City or is entered without the consent or acquiescence of
the City but is not vacated,discharged or stayed within 30 days after it is entered.
Section 19.Remedies for Events of Default.
(a)Remedies.Upon the occurrence and continuance of any Event of Default,
the Owners of not less than 25%of the aggregate amount of the Bond Obligation,
4843-1239-0402.5 A-IS
including,without limitation,a trustee or trustees therefor,may proceed against the City
to protect and to enforce the rights of the any Owners under this Ordinance by
mandamus,injunction or by other suit,action or special proceedings in equity or at law,
in any court of competent jurisdiction:(i)for the payment of interest on any installment
of principal of any Bond that was not paid when due at the interest rate borne by such
Bond,(ii)for the specific performance of any covenant contained herein,(iii)to enjoin
any act that may be unlawful or in violation of any right of any Owner of any Bond,
(iv)for any other proper legal or equitable remedy or (v)any combination of such
remedies or as otherwise may be authorized by applicable law;provided,however,that
acceleration of any amount not yet due on the Bonds according to their terms shall not be
an available remedy.All such proceedings at law or in equity shall be instituted,had and
maintained for the equal benefit of all Owners of Bonds then Outstanding.
(b)Failure to Pursue Remedies Not a Release;Rights Cumulative.The
failure of any Owner of any Outstanding Bond to proceed in accordance with
subsection (a)of this Section shall not relieve the City of any liability for failure to
perform or carry out its duties under this Ordinance.Each right or privilege of any such
Owner (or trustee therefor)is in addition and is cumulative to any other right or privilege,
and the exercise of any right or privilege by or on behalf of any Owner shall not be
deemed a waiver of any other right or privilege of such Owner.
Section 20.Amendment of Ordinance.
(a)Amendments Permitted Without Notice to or Consent of Owners.The
City may,without the consent of or notice to the Owners of the Bonds,adopt one or more
ordinances amending or supplementing this Ordinance (which ordinances shall thereafter
become a part hereof)for anyone or more or all of the following purposes:
(i)to cure any ambiguity or to cure,correct or supplement any defect
or inconsistent provision of this Ordinance;
(ii)to subject to this Ordinance or pledge to the payment of the Bonds
additional revenues,properties or collateral;
(iii)to institute or terminate a book-entry registration system for the
Bonds or to facilitate the designation of a substitute securities depository with
respect to such a system;
(iv)to maintain the then existing or to secure a higher rating of the
Bonds by any nationally recognized securities rating agency;or
(v)to make any other change that does not materially adversely affect
the Owners of the Bonds.
(b)Amendments Requiring Notice to and Consent of Owners.Except for
amendments permitted by subsection (a)of this Section,this Ordinance may only be
amended (i)by an ordinance of the City amending or supplementing this Ordinance
(which,after the consents required therefor,shall become a part hereof)and (ii)with the
4843-1239-0402.5 A-16
written consent of the Owners of at least 66 2/3%of the aggregate amount of the Bond
Obligation;provided that any amendment that makes any of the following changes with
respect to any Bond shall not be effective without the written consent of the Owner of
such Bond:(A)a change in the maturity of such Bond;(B)a reduction of the interest rate
on such Bond;(C)a change in the terms of redemption of such Bond;(D)a delay in the
payment of principal of,premium,if any,or interest on such Bond;(E)a reduction of the
Bond Obligation the consent of the Owners of which is required for an amendment to this
Ordinance;or (F)the establishment of a priority or preference for the payment of any
amount due with respect to any other Bond over such Bond.
(c)Procedure for NotifYing and Obtaining Consent of Owners.Whenever
the consent of an Owner or Owners of Bonds is required under subsection (b)of this
Section,the City shall mail a notice to such Owner or Owners at their addresses as set
forth in the registration books maintained by the Paying Agent and to the Underwriter,
which notice shall briefly describe the proposed amendment and state that a copy of the
amendment is on file in the office of the City for inspection.Any consent of any Owner
of any Bond obtained with respect to an amendment shall be in writing and shall be final
and not subject to withdrawal, rescission or modification for a period of 60 days after it is
delivered to the City unless another time period is stated for such purpose in the notice
mailed pursuant to this subsection.
Section 21.Appointment and Duties of Paying Agent.The Paying Agent identified in
the Section hereof entitled "Definitions"is hereby appointed as paying agent,registrar and
authenticating agent for the Bonds unless and until the City removes it as such and appoints a
successor Paying Agent,in which event such successor shall automatically succeed to the duties
'Of the Paying Agent hereunder and its predecessor shall immediately tum over all its records
regarding the Bonds to such successor.The Paying Agent,by accepting its duties as such,agrees
to perform all duties and to take all actions assigned to it hereunder in accordance with the terms
hereof.
Section 22.Delegation and Parameters.
(a)The City Council hereby delegates to the Sale Delegate the authority to
determine and set forth in the Sale Certificate:(i)the matters set forth in subsection (b)of
this Section,subject to the applicable parameters set forth in subsection (c)of this
Section;and (ii)any other matters that,in the judgment of the Sale Delegate,are
necessary or convenient to be set forth in the Sale Certificate and are not inconsistent
with the parameters set forth in subsection (c)of this Section.
(b)The Sale Certificate shall set forth the following matters and other matters
permitted to be set forth therein pursuant to subsection (a)of this Section,but each such
matter must fall within the applicable parameters set forth in subsection (c)of this
Section:
4843-1239-0402.5
(i)the date on which the Bonds will be issued;
A-I7
(ii)the Dated Date of the Bonds and,if not the date of delivery of the
Bonds,the amount of proceeds of the Bonds constituting accrued interest to be
deposited into the Bond Account;
(iii)the aggregate principal amount of the Bonds;
(iv)the principal amount of the Bonds maturing in each year;
(v)the interest payment dates;
(vi)the rate of interest;
(vii)the prices at which the Bonds will be sold pursuant to the Bond
Purchase Agreement;
(viii)the Bonds which may be redeemed at the option of the City,the
dates upon which such optional redemption may occur,and the prices at which
such Bonds may be optionally redeemed;
(ix)the principal amounts,if any,of Bonds subject to mandatory
sinking fund redemption,and the years in which such Bonds will be subject to
such redemption;
(c)The authority delegated to the Sale Delegate by this Section shall be
subject to the following parameters:
(i)in no event shall the Sale Delegate be authorized to execute the
Sale Certificate and Bond Purchase Agreement after the date that is 60 days after
the date of adoption of this Ordinance and in no event may the Bonds be issued
after such date,absent further authorization by the City Council;
(ii)the aggregate principal amount of the Bonds shall not exceed
$5,500,000;
(iii)the final maturity ofthe Bonds shall be no later than the date that is
30 years after the date of issuance of the Bonds;and
(iv)the net effective interest rate on the Bonds shall not exceed 5.25%.
Section 23.Authorization to Execute Documents.For a period of sixty days
following the adoption of this Ordinance,the City Council authorizes the Sale Delegate to
execute the Sale Certificate and to execute the Bond Purchase Agreement in accordance with the
provisions hereof.The Mayor or City Clerk,or any other duly authorized officer of the City,
shall,and they are hereby authorized and directed to,take all actions necessary or appropriate to
effectuate the provisions of this Ordinance,including,but not limited to,the execution of the
Paying Agent Agreement,and the Continuing Disclosure Undertaking,in substantially the fOnTIS
presented to this meeting of the City Council,with such changes therein,if any,not inconsistent
herewith,as are approved by the City (which,once executed by the appropriate City official,
4843-1239-0402.5 A-18
shall constitute conclusive evidence of approval of the City),a "Tax Compliance Certificate"or
similar certificate describing the City's expectations regarding the use and investment of
proceeds of the Bonds and other moneys and the use of the Project,an Internal Revenue Service
Form 8038-G with respect to the Bonds,and all other documents and certificates necessary or
desirable to effectuate the issuance of the Bonds,the investment of proceeds of the Bonds and
the other transactions contemplated hereby.The execution by the Mayor or Mayor Pro Tem of
the City or any other duly authorized officer of the City of any document authorized herein shall
be conclusive proof of the approval by the City of the terms thereof.
Section 24.Approval of Official Statement.The City Council hereby approves the
distribution and use of the Preliminary Official Statement relating to the Bonds in connection
with the offering of the Bonds and authorizes and directs the City staff to prepare a final Official
Statement for use in connection with the sale of the Bonds in substantially the form thereof
presented to the City Council at the meeting at which this Ordinance is adopted,with such
changes therein,if any,not inconsistent herewith,as are approved by the City Attorney of the
City.The Mayor or Mayor Pro Tem is hereby authorized and directed to execute the final
Official Statement.
Section 25.Application of Supplemental Act.The City Council specifically elects to
apply all of the provisions of Title 11,Article 57,Part 2,C.R.S.(as previously defined,the
"Supplemental Act"),to the Bonds.
Section 26.Limitation of Actions.Pursuant to Section 11-57-212,C.R.S.,no legal or
equitable action brought with respect to any legislative acts or proceedings in connection with
the authorization or issuance of the Bonds shall be commenced more than thirty days after the
'authorization of the Bonds.
Section 27.Events Occurring on Days That Are Not Business Days.Except as
otherwise specifically provided herein with respect to a particular payment,event or action,if
any payment to be made hereunder or any event or action to occur hereunder which,but for this
Section,is to be made or is to occur on a day that is not a Business Day,such payment,event or
action shall instead be made or occur on the next succeeding day that is a Business Day with the
same effect as if it was made or occurred on the date on which it was originally scheduled to be
made or occur.
,
Section 28.Ordinance Is Contract with Owners of Bonds and Irrepealable.After
the Bonds have been issued,this Ordinance shall be and remain a contract between the City and
the Owners of the Bonds and shall be and remain irrepealable until all amounts due with respect
to the Bonds shall be fully paid,satisfied and discharged and all other obligations of the City
with respect to the Bonds shall have been satisfied in the manner provided herein.
Section 29.Headings,Table of Contents and Cover Page.The headings to the
various sections and subsections to this Ordinance,and the cover page and table of contents that
appear at front of 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.
4843-1239-0402.5 A-19
Section 30.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 31.Repeal of Inconsistent Ordinances.All ordinances,or parts thereof,that
are in conflict with this Ordinance,are hereby repealed.
Section 32.Ratification of Prior Actions.All actions heretofore taken (not
inconsistent with the provisions of this Ordinance,the Charter,or the Ballot Question)by the
City Councilor by the officers and employees of the City directed toward the issuance of the
Bonds for the purposes herein set forth are hereby ratified,approved and confirmed.
Section 33.Headings,Table of Contents and Cover Page.The headings to the
various sections and subsections to this Ordinance,and the cover page and table of contents that
appear at front of 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 34.Recordation.A true copy of this Ordinance,as adopted by the City Council
of the City,shall be numbered and recorded, and its adoption and publication shall be
authenticated by the signatures of the Mayor and the City Clerk and by a certification of
publication.
Section 35.Declaration of Emergency and Effective Date.Due to fluctuations in
municipal bond prices and interest rates and due to currently favorable interest rates and due to
the need to preserve public property,health,peace and safety,it is hereby declared that,in the
opinion of the City Council,an emergency exists,and therefore this Ordinance shall be in full
force and effect upon its passage.
4843-1239-0402.5 A-20
By -'----""_--"'----"'----"'----"'--__
Mayor
[SEAL]
INTRODUCED,READ AND PASSED ON FIRST READING AS AN EMERGENCY
MEASURE by the City Council ofthe City of Aspen at its regular meeting on August 25,2008,
as provided by the City's Charter and applicable law.
BY~~City Clerk
READ,PASSED ON SECOND READING,FINALLY ADOPTED AND APPROVED AS AN
EMERGENCY MEASURE AND ORDERED PUBLISHED WITHIN 10 DAYS OF SUCH
FINAL PASSAGE by the City Council of the City of Aspen at its regular meeting on September
8,2008,as provided by the City's Charter and applicable law.
[SEAL]
Attest:
BY~pJ~~
City Clerk
Published In:The Aspen Times
Date of Publication:August 21,2008
[signature page to bond ordinance]
4843-1239-0402.5 A-2l