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HomeMy WebLinkAboutordinance.council.080-83ORDINANCE NO. 80 (Series of 1983) AN ORDINANCE AUTHORIZING THE ISSUANCE BY THE CITY OF ASPEN, COLORADO, OF ITS GENERAL OBLIGA- TION ELECTRIC BONDS (RUEDI HYDROELECTRIC GENER- ATING PROJECT) SERIES 1984 IN THE PRINCIPAL AMOUNT OF $4,500,000, FOR THE PURPOSE OF PROVID- ING FUNDS FOR THE ACQUISITION, CONSTRUCTION AND IMPROVEMENT OF CERTAIN HYDROELECTRIC GENERATING FACILITIES, TOGETHER WITH ALL NECESSARY INCI- DENTAL AND APPURTENANT COSTS AND EXPENSES IN CONNECTION THEREWITH; PRESCRIBING THE FORM OF SAID BONDS; PROVIDING FOR THE SALE OF SAID BONDS; ESTABLISHING CERTAIN FUNDS WITH RESPECT THERETO; PROVIDING A PLEDGE OF THE FULL FAITH AND CREDIT OF THE CITY AS SECURITY FOR SAID BONDS; APPOINTING A PAYING AGENT FOR SAID BONDS; AND PROVIDING OTHER DETAILS IN CONNECTION WITH SAID BONDS. WHEREAS, the City of Aspen, in the County of Pitkin and State of Colorado (the "City"), is a municipal corporation duly organized and existing as a home rule city pursuant to Article XX of the Constitution of the State of Colorado and the Charter of the City (the "Charter"); and WHEREAS, a portion of Section 10.3 of the Charter provides in relevant part as follows: that securities issued for acquiring utili- ties and rights thereto, or acquiring, improving or extending any municipal utility system, or any combination of such purposes, may be issued without election. ; and WHEREAS, a portion of Section 10.4 of the Charter provides in relevant part as follows: The city shall not become indebted for any purpose or in any amount which, including exist- ing indebtedness, shall exceed twenty percent (20%) of the assessed valuation of the taxable property within the city, as shown by the last preceding assessment purposes; provided, however, that in determining the limitation of the city's power to incur indebtedness there shall not be included bonds issued for the acquisition or extension of . public utilities; ; and WHEREAS, the City Council (the "Council") of the City hereby determines that it is in the best interest of the City to finance the acquisition, improvement and installa- tion of a municipal utility system consisting of construc- tion of a hydroelectric generating facility at the Ruedi Reservoir (the "Project"); and WHEREAS, the Council hereby determines to issue its General Obligation Electric Bonds (Ruedi Hydroelectric Generating Project) Series 1984 (the "Bonds") in the princi- pal amount of $4,500,000, in order to provide a portion of the funds necessary for the acquisition, improvement and installation of the Project, the Bonds to be general obliga- tions of the City and secured by the full faith and credit thereof; and WHEREAS, the Council hereby determines to sell the Bonds to Kirchner Moore & Company as provided herein; and WHEREAS, it is now necessary by ordinance to authorize the issuance, sale and delivery of the Bonds, and to provide for the details of and the security for the Bonds; -2- BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO THAT: Section 1. In addition to terms otherwise defined herein, the following terms shall have the following mean- ings, as used herein: "Bond Fund" shall mean the Aspen General Obligation Electric (Ruedi Hydroelectric Generating Project) Series 1984 Bond Fund established pursuant to Section 6 of this Ordinance. "Ordinance" shall mean this Ordinance. "Paying Agent" means Central Bank of Denver or its successors. "Record Date" shall mean the 15th day of the month prior to each interest payment date with respect to the Bonds. "Registered Owner" shall mean the person or persons in whose name or names a Bond shall be registered on the regis- tration books of the City maintained by the Paying Agent. Section 2. For the purpose of providing funds for the acquisition, improvement and installation of the Project, together with all necessary incidental and appurtenant costs and expenses in connection therewith, the City shall issue its "General Obligation Electric Bonds (Ruedi Hydroelectric Generating Project) Series 1984," in the aggregate principal amount of $4,500,000. The principal of and interest on the Bonds shall be payable from and secured by a pledge of the -3- full faith and credit of the City, as more particularly hereinafter set forth. Section 3. The Bonds shall be issued as fully regis- tered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof. The Bonds shall be dated as of the April 1 or October 1 next preceding their date of issue, or, if issued on an April 1 or October 1, as of such date; provided, however, that any Bonds issued prior to October 1, 1984 shall be dated as of February 1, 1984. If interest on the Bonds shall be in default, Bonds issued in exchange for Bonds surrendered for transfer or exchange shall be dated as of the date to which interest has been paid in full on the Bonds surrendered. Interest shall be payable on the Bonds on April 1 and October 1 of each year, commencing October 1, 1984. The Bonds shall be consecutively numbered, shall mature on the 1st day of October in the principal amounts and years, and shall bear per annum interest from their dates at the rates per annum as shown in the following schedule: Maturity 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 2002 Principal Amount $ 75,000 100,000 150 000 175 000 200 000 215 000 230 000 250 000 275 000 300 000 335 000 2,195,000 Interest Rate 8.25% 8.25 7.75 7.60 7.90 8.20 8.50 8.70 8.90 9.10 9.25 9.50 -4- If upon presentation at maturity payment of any Bond is not made as herein provided, interest shall continue thereon at the interest rate designated in the Bond until the prin- cipal thereof is paid in full. Principal of and premium, if any, on the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Paying Agent in Denver, Colorado, or of its successor. Interest on the Bonds is payable by check or draft of the Paying Agent mailed to such person as is the registered owner thereof on the Record Date. The Paying Agent is hereby appointed as bond registrar for the City for purposes of the Bonds. The Paying Agent shall maintain on behalf of the City books for the purpose of registration and transfer of Bonds, and such books shall specify the person entitled to the Bonds and the rights evidenced thereby, and all transfers of Bonds and the rights evidenced thereby. Bonds may be transferred or exchanged without cost, except for any tax or governmental charge required to be paid with respect to such transfer or ex- change, at the principal corporate trust office of the Paying Agent. Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations of the same maturity. Upon surrender for transfer of any Bond, duly endorsed for transfer or accompanied by an as- signment duly executed by the Registered Owner or his attor- -5- neys duly authorized in writing, the City shall execute and the Paying Agent shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds for a like aggregate principal amount. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes. The Bonds maturing on and after October 1, 1993 are callable for redemption at the option of the City, in whole or in part, and if in part, in inverse order of maturities and by lot within a maturity in the manner designated by the Paying Agent, on October 1, 1992, and on any interest pay- ment date thereafter, at a redemption price (e~pressed as a percentage of principal amount) of 101~, plus accrued inter- est thereon to the redemption date if redeemed on or before October 1, 1997, and at a redemption price of par plus accrued interest thereon to the redemption date if redeemed thereafter. The Bonds maturing on October 1, 2002 are also subject to mandatory sinking fund redemption at a redemption price of par plus accrued interest to the redemption date in the following amounts and on the following dates: Year Principal (October 1) Amount 1998 $365,000 1999 400,000 2000 435,000 2001 475,000 2002 (maturity) 520,000 -6- Bonds to be so redeemed shall be selected by lot in the manner designated by the Paying Agent. Notice of any redemption shall be given by the Paying Agent in the name of the City, by publication of such notice at least one (1) time in The Bond Buyer published in New York, New York, if then in business and publishing, and, if not, then in a financial journal or newspaper of general circulation in New York, New York, such publication being not less than thirty (30) days prior to the redemption date specified in such notice, or by sending a copy of such notice by certified or registered first-class, postage prepaid mail, at least thirty (30) days prior to the redemp- tion date, to the holders of each of the Bonds being re- deemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed and the redemption date. If any of the Bonds shall have been duly called for redemption and if on or before the redemption date there shall have been deposited with the Paying Agent in the Bond Fund funds sufficient to pay the redemption price of such Bonds at the redemption date, then said Bonds shall become due and pay- able at such redemption date, and from and after such date interest will cease to accrue thereon. Any Bonds redeemed prior to their maturity by call for prior redemption or otherwise shall not be reissued and shall be cancelled the same as Bonds paid at or after maturity. -7- The Bonds shall be executed in the name and on behalf of the City with the manual or facsimile signature of the Mayor, shall bear a manual or facsimile of the seal of the City and shall be attested by the manual or facsimile signa- ture of the City Clerk. Should any officer whose manual or facsimile signature appears on the Bonds cease to be such officer before delivery of the Bonds, such manual or facsim- ile signature shall nevertheless be valid and sufficient for all purposes. The Mayor and the City Clerk are hereby authorized and directed to prepare and to execute the Bonds in accordance with the requirements of this Ordinance. When the Bonds have been duly executed and sold, the officers of the City are authorized to, and shall, deliver the Bonds to the Paying Agent for authentication. No Bond shall be secured by this Ordinance or entitled to the benefit hereof, or shall be valid or obligatory for any purpose, unless the certificate of authentication of the Paying Agent, in sub- stantially the form set forth in this Ordinance, has been duly executed by the Paying Agent. Such certificate of the Paying Agent upon any Bond shall be conclusive evidence and the only competent evidence that such Bond has been authen- ticated and delivered hereunder. The Paying Agent's certif- icate of authentication shall be deemed to have been duly executed by it if manually signed by an authorized officer of the Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. -8- Upon the authentication of the Bonds, the Paying Agent shall deliver the same to Kirchner Moore & Company or its designees as directed by the City as hereinafter provided. Prior to the delivery by the Paying Agent of the Bonds there shall be filed with the Paying Agent the following: (a) A certified copy of this Ordinance. (b) A request and authorization to the Paying Agent on behalf of the City and signed by its Mayor to authenticate and deliver the Bonds to Kirchner Moore & Company upon payment to the City of a sum specified in such request and authorization plus accrued interest thereon to the date of delivery. The proceeds of such payment shall be paid over to the City and deposited as provided in this Ordinance. If any outstanding Bond shall become lost, apparently destroyed or wrongfully taken, it may be reissued in the form and tenor of the lost, destroyed or taken Bond upon the owner furnishing, to the satisfaction of the City Clerk: (a) proof of ownership (which may be shown by the registration books of the Paying Agent), tion, and (c) payment of the the new security. Section 4. The Bonds following form: (b) proof of loss or destruc- cost of preparing and issuing shall be in substantially the -9- (Form of Bond) UNITED STATES OF AMERICA CITY OF ASPEN, COLORADO GENERAL OBLIGATION ELECTRIC BOND (RUEDI HYDROELECTRIC GENERATING PROJECT) SERIES 1984 No. R- $ The City of Aspen, in the County of Pitkin and State of Colorado (the "City"), for value received, hereby promises to pay to the order of or registered assigns on October 1, __, the principal sum of DOLLARS in lawful money of the United States of America, with inter- est thereon from the date hereof at the rate of percent (__~) per annum, payable on October 1, 1984, and semiannually thereafter on the 1st day of April and the 1st day of October of each year, the principal of this bond being payable at the principal corporate trust office of Central Bank of Denver, as Paying Agent (the "Paying Agent"), and the interest hereon to be paid to such person as is the registered owner hereof on the Record Date by check or draft of the Paying Agent mailed to said registered owner. The Record Date is the 15th day of the month preced- ing any interest payment date. This bond is one of an issue of bonds of the City designated "General Obligation Electric Bonds (Ruedi Hydro -10- electric Generating Project) Series 1984," issued in the principal amount of $4,500,000 (the "Bonds"). The Bonds are being issued by the City for the purpose of providing funds for the acquisition, improvement and installation of a hydroelectric generating facility at Ruedi Reservoir, together with all necessary incidental and appurtenant costs and expenses in connection therewith, pursuant to and in full conformity with the Constitution and laws of the State of Colorado, the Charter of the City of Aspen, Colorado (the "Charter") and an ordinance (the "Ordinance") duly passed and adopted by the City prior to the issuance hereof. The Bonds maturing on and after October 1, 1993 are callable for redemption at the option of the City, in whole or in part, and if in part, in inverse order of maturities and by lot within a maturity in the manner designated by the Paying Agent, on October 1, 1992, and on any interest pay- ment date thereafter, at the redemption price (expressed as a percentage of principal amount) of one hundred one percent (101~) plus accrued interest thereon to the date fixed for redemption if redeemed on or before October 1, 1997, and at a redemption price of par plus accrued interest thereon to the date fixed for redemption if redeemed thereafter. The Bonds maturing on October 1, 2002 are also subject to mandatory sinking fund redemption at a redemption price of par plus accrued interest to the redemption date in the following amounts and on the following dates: -11- Year Principal (October l) Amount 1998 $365,000 1999 400,000 2000 435,000 2001 475,000 2002 (maturity) 520,000 Bonds to be so redeemed shall be selected by lot in the manner designated by the Paying Agent. Redemption shall be made upon not less than thirty (30) days prior notice by publication of such notice at least one (1) time in The Bond Buyer published in New York, New York if then in business and publishing, and if not, then in a financial journal or newspaper of general circulation in New York, New York, or by sending a copy of such notice by certified or registered first-class, postage prepaid mail, at least thirty (30) days prior to the redemption date specified in such notice, to the registered owners of each of the Bonds being redeemed. Such notice shall specify the number or numbers of the Bonds so to be redeemed and the redemption date. If this bond shall have been duly called for redemption and if on or before the redemption date there shall have been deposited with the Paying Agent funds suffi- cient to pay the redemption price of this bond at the re- demption date, then this bond shall become due and payable at such redemption date, and interest hereon shall cease to accrue after the redemption date. -12- As security for the payment of the principal of, pre- mium, if any, and interest on the Bonds, including this bond, the City pledges the full faith and credit of the City. This bond is transferable by the registered owner hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Paying Agent in Denver, Colorado, but only in the manner, subject to the limitations and upon payment of the charges provided in the Ordinance, and upon surrender and cancella- tion of this bond. Upon such transfer a new registered bond or bonds of the same series and the same maturity and of authorized denomination or denominations ($5,000 and inte- gral multiples thereof) for the same aggregate principal amount will be issued to the transferee in exchange there- for. The City and the Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof (whether or not this bond shall be overdue) for the purpose of receiving payment of or on account of principal hereof and premium, if any, and interest due hereon and for all other purposes, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. It is hereby certified that all conditions, acts and things required by the constitution and laws of the State of Colorado, and the Charter and ordinances (including the Ordinance) of the City, to exist, to happen and to be per- formed, precedent to and in the issuance of this bond, -13- exist, have happened and have been performed, and that the Bonds do not exceed any limitations prescribed by said constitution or laws of the State of Colorado, or the Charter or ordinances of the City. This bond shall not be entitled to any benefit under the Ordinance, or become valid or obligatory for any purpose until the Paying Agent shall have signed the certificate of authentication hereon. IN WITNESS WHEREOF, the City of Aspen, Colorado, has caused this bond to be signed with the facsimile signature of its Mayor, sealed with a facsimile of the impression of its corporate seal, and attested with the facsimile signa- ture of its City Clerk, as of the 1st day of CITY OF ASPEN, COLORADO ( FACS IMI LE ) (SEAL) (Facsimile Signature) (Do Not Sign) Mayor ATTEST: (Facsimile Signature (Do not Sign) City Clerk FOR VALUE RECEIVED, , the under- signed, hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond on the books kept for -14- registration thereof, premises. Dated: with full power or substitution in the NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within bond in every particular, without alteration or enlarge- ment or any change whatever. (End of Form of Bond) (Form of Paying Agent's Certificate of Authentication) This is one of the Bonds described in the within men- tioned Ordinance. CENTRAL BANK OF DENVER, as Paying Agent B~ Authorized Officer (End of Form of Paying Agent's Certificate of Authentication) [Form of Approving Opinion of Kutak Rock & Huie, Counsel, may be printed on the Bonds.] Bond Section 5. The Bonds, when executed as provided by law, shall be delivered to Kirchner Moore & Company, upon receipt of $4,388,190, plus accrued interest from February 1, 1984 to the date of delivery thereof. Such sale of the Bonds is hereby found to be to the best advantage of the City and is hereby approved. The proceeds of the Bonds shall be used exclusively for the Project and related costs and expenses in connection therewith. -15- Neither the purchaser of the Bonds nor the subsequent owner of any of them shall be responsible for the applica- tion or disposal of the funds derived from the sale thereof by the City or any of its officers. The issuance of the Bonds by the City shall constitute a warranty by and on behalf of the City, for the benefit of each and every owner of the Bonds, that the Bonds have been issued for a valuable consideration in full conformity with law. Section 6. The "Aspen General Obligation Electric (Ruedi Hydroelectric Generating Project) Series 1984 Bond Fund" is hereby authorized and created with the Paying Agent as a trust fund for the benefit of the owners of the Bonds, into which shall be deposited on or prior to each principal and interest payment date by the City sums sufficient to pay the principal of , premium, if any, and interest on the Bonds when due. The Paying Agent shall use moneys in the Bond Fund solely for the purpose of paying the principal, premium, if any, and interest on the Bonds when due. Section 7. The full faith and credit of the City are hereby pledged as security for the payment of the principal of and interest on the Bonds. Section 8. In furtherance of said pledge of the full faith and credit of the City, it is hereby irrevocably covenanted and agreed that in the event that any time while any of the Bonds remain outstanding the payments required to be made pursuant to Section 6 hereof are not made in strict -16- accordance with the terms thereof, the Council shall prompt- ly pass and adopt supplementary or emergency appropriation ordinances or resolutions and make such allocations and deposits of moneys from general funds of the City to the Bond Fund as are necessary to bring the amount on deposit in the Bond Fund to the level at which it would have been had the City strictly complied with the provisions of said Section 6. Said actions shall be initiated at the first regular or special meeting of the Council, and completed as promptly as possible. Thereafter said appropriations, allocations and deposits shall continue to be made in such amounts and with sufficient frequency to assure that the sums of money required to be deposited in the Bond Fund together with other moneys on deposit in the Bond Fund, shall be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. Section 9. Any moneys on deposit in the Bond Fund shall be invested only in obligations, securities or instru- ments which are legal investments for funds of the City. All earnings, income, profits and losses shall be credited thereto. The City hereby covenants and agrees that the City shall take no action which could result in the Bonds becom- ing "arbitrage bonds" as defined in Section 103(c) of the Internal Revenue Code of 1954, as amended. -17- Section 10. The Bonds may be refunded at the discre- tion and by action of the Council, subject to provisions concerning their payment and any other contractual limita- tions contained in this Ordinance, as authorized and permit- ted by the Charter. A Bond shall not be deemed to be out- standing hereunder if it shall have been paid and cancelled or if cash funds or direct general obligations of, or obli- gations the payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America ("Governmental Obligations"), shall have been deposited in trust for the payment thereof (whether upon or prior to the maturity of any such Bond). In computing the amount of the deposit described above, the City may include interest to be earned on the Governmental Obligations. Section 11. Central Bank of Denver, in Denver, Colo- rado, is hereby designated as the Paying Agent and Bank Registrar for the Bonds. The City shall transfer to the Paying Agent, to the Bond Fund, in immediately available funds, such amounts as are required to pay the principal of, premium, if any, and interest on the Bonds as and when the same become due. Section 12. The use of a Preliminary and a final Official Statement by the purchaser in connection with the sale of the Bonds is approved and the Mayor, on behalf of the City, is authorized to sign one or more copies of said final Official Statement, by and on behalf of the City, in substantially the form presented to this meeting. -18- Section 13. Should any one or more sections or provi- sions of this Ordinance be judicially determined to be invalid or unenforceable, such determination shall not affect, impair or invalidate the remaining provisions here- of, the intention being that the various provisions hereof are severable. Section 14. All ordinances, or parts thereof, in conflict with this Ordinance are hereby repealed. After the Bonds have been issued, this Ordinance shall be and remain irrepealable until the Bonds and the interest thereon shall be fully paid, satisfied and discharged in the manner herein provided, or sufficient provision shall have been made for such payment, satisfaction and discharge such that no Bonds are deemed to be outstanding hereunder. Section 15. A public hearing on the ordinance shall be held on the lOth day of January 1984, at 5:00 p.m. in the City Council Chambers, Aspen City Hall, Aspen, Colorado. INTRODUCED, READ AND ORDERED published as provided by law by the City Council of the City of Aspen on thec~ day of ~ ~w~,L, 198~Q3 [ SEAL ] ATTEST: Kathryn S.~och, City Clerk Wi l~yor -19- FINALLY adopted, January 1984. [SEAL] ATTEST: passed and approved this ~/ day of Kathryn ~. Koch, City Clerk -20-