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HomeMy WebLinkAbout133-97 OrdinanceEMERGENCY ORDINANCE NO. ~ ~~ ~ 7 AN ORDINANCE AUTHORIZING THE ISSUANCE OF ~a $4,760,000 CITY OF DUBLIN, OHIO INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, SERIES 1997 (DUBLIN GERIATRIC CARE COMPANY LIMITED PARTNERSHIP PROJECT); PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SUCH BONDS; AUTHORIZING A LOAN AGREEMENT AND TRUST INDENTURE APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE, SUCH BONDS; AND AUTHORIZING A BOND PLACEMENT AGREEMENT, A PRIVATE PLACEMENT MEMORANDUM, A DTC LETTER AGREEMENT, AN ESCROW - AGREEMENT AND CERTAIN OTHER DOCUMENTS AND - ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AND DECLARING AN EMERGENCY. WHEREAS, the City of Dublin, Ohio (the "Issuer"), a city and political subdivision existing under the laws of the State of Ohio, by virtue of the laws of the State of Ohio, including Article VIII, Section 13 of the Constitution of Ohio and Chapter 165 of the Ohio Revised Code has heretofore issued, the City of Dublin, Ohio Demand Adjustable Rate Economic Development Revenue Refunding Bonds, Series 1987 (Dublin Geriatric Care Company Limited Partnership Project), dated December 9, 1987 (the "Prior Bonds"); and WHEREAS, the proceeds of the Prior Bonds were loaned to Dublin Geriatric Care Company Limited Partnership, an Ohio limited partnership (the "Borrower"), and used by the Borrower to refund the Issuer's $5,250,000 Economic Development Revenue Bond (Dublin Geriatric Care Co., Limited Partnership Project (the "1986 Bonds") the proceeds of which were used to finance costs of the acquisition, construction, improvement, furnishing and equipping of a facility located within the jurisdiction of the Issuer and comprised of a nursing home facility known as the Convalarium at Indian Run (the "Project") located at 6430 Post Road, Dublin, Ohio; and WHEREAS, the Borrower has requested the Issuer to issue revenue refunding bonds (the "Bonds") under the Act for the purpose of refunding and retiring the Prior Bonds in whole; and WHEREAS, the proceedings of Prior Bonds require funds to be on deposit in order to refund and retire the Prior Bonds, the proceeds of the Bonds will be used for such deposit and the Issuer is authorized and empowered under the Act to issue the Bonds and, in connection therewith, to adopt this Bond Legislation and to execute and deliver the agreements and instruments hereinafter identified. NOW, THEREFORE,, BE IT ORDAINED BY THE CITY OF DUBLIN, OHIO, ACTING BY AND THROUGH ITS CITY COUNCIL: Section 1. Definitions. All words and terms used herein as defined words and terms but not otherwise defined herein shall have the respective meanings given to them in the Trust Indenture with respect to the Bonds dated as of October 1, 1997 (the "Indenture") "'~~~" between the Issuer and Bank One Trust Company, NA, and its ' successors in trust, as trustee (the "Trustee"). Any reference herein to the Issuer or the Issuing Authority or to any officers, employees or members thereof, shall include those which succeed to their functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing their functions. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number, and vice versa, and the terms "hereof," "hereby," "hereto," "hereunder," and similar terms, mean this Bond Legislation. Section 2. Determinations and Approvals. Pursuant to the Act, the City Council of the Issuer (the "Issuing Authority") has previously determined and, based solely on the representations of the Borrower, hereby finds and determines that the Project is a "project" as defined in the Act and is consistent with the provisions of Section 13 of Article VIII, Ohio Constitution. The Issuer hereby further determines that the Issuer shall and does hereby elect to have the provisions as to the $10,000,000 limit in Section 144 (a) of the Code apply to the Bonds. The Issuer further determines that the proceedings of the Prior Bonds requires funds to be on deposit to retire the Prior Bonds and, pursuant to the Agreement and the Escrow Agreement, the proceeds of the Bonds shall be used to refund and retire the Prior Bonds. Section 3. Authorization of Bonds. It is hereby determined to be necessary and expedient to, and the Issuer shall, issue, sell and deliver, as provided herein and pursuant to the authority of the Act, the Bonds in the principal amount of $4,760,000 for the purposes of refunding and retiring the Prior Bonds and refinancing the costs of the Project. Section 4. Terms and Execution of the Bonds. The Bonds shall be issued in the forms and denominations and shall be numbered and payable as provided in the Indenture. The Bonds shall be dated as provided in the Indenture, shall mature not later than December 1, 2016, shall bear interest at a rate not to exceed 10% per annum (except as otherwise provided in the Indenture with respect to the interest rate on the Bonds upon the occurrence of a Determination of Taxability or an Event of Default), and shall have such terms and be subject to mandatory, optional and extraordinary optional redemption as provided in the Indenture. Subject to the foregoing, ~_ the Executive of the Issuing Authority is hereby authorized to determine the maturity or maturities of the Bonds, the principal amounts of such maturities, the interest rate or interest rates on the Bonds, any mandatory sinking fund requirements and corresponding mandatory redemption dates for the Bonds, the dates and redemption prices at which Bonds may be subject to optional redemption prior to maturity (provided that any redemption price premium shall not exceed 3%) and the price or prices at which the Bonds shall be initially purchased pursuant to the Bond Placement Agreement (provided that the Bonds shall be sold at a price not less than 100% of the principal amount thereof plus accrued interest to the date of initial delivery). Such determinations (including interest rates upon an Event of Default or Determination of Taxability) shall be evidenced by the signing of a certificate of award (the "Certificate of Award") by the Executive that shall set forth those provisions of the Bonds and the sale thereof. The Certificate of Award shall be incorporated in and form a part of this Bond Legislation. The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signatures of the Executive and attested by the manual or facsimile signature of the Clerk of the Issuing Authority. In case any officer whose signature or a facsimile thereof appearing on the Bonds shall cease to be such officer before the issuance or delivery of the Bonds, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until after that time. The form of the Bonds submitted to this meeting, subject to appropriate insertions and revisions in order to comply with the provisions hereof and of the Indenture, is hereby approved, and when the same shall be executed on behalf of the Issuer by the appropriate officers thereof in the manner contemplated hereby and by the Indenture, in an aggregate principal amount of $4,760,000, shall represent the approved form of Bonds. Section 5. Sale of the Bonds. The Bonds are being sold in a private placement to accredited investors pursuant to the Bond Placement Agreement and are hereby awarded, on the terms and conditions described therein, at the price or prices set forth in the Certificate of Award. The Executive of the Issuer is authorized and directed to make on behalf of the Issuer the necessary arrangements with the Placement Agent to establish the date, location, procedure and conditions for the delivery of the Bonds, and to take all steps necessary to effect due execution and delivery of the Bonds (or temporary bonds delivered in lieu of definitive Bonds until their preparation and delivery can be effectuated) under the terms of this Bond Legislation, the Escrow Agreement, the Bond Placement Agreement, the Agreement and the Indenture. The proceeds from the sale of the Bonds shall be deposited in the Project Fund created in the Indenture (except for accrued interest which shall be deposited in the Bond Fund created 3 in the Indenture) and applied as provided in the Indenture, the Escrow Agreement and the Agreement. Section 6. Arbitrage and Information Reporting Provisions. The Issuer covenants that it will require the Borrower to restrict the use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bonds are initially delivered, so that they will not constitute arbitrage bonds under Section 148 of the Code. The Executive, Fiscal Officer of the Issuer, Clerk of the Issuing Authority or any other officer having responsibility with respect to the issuance of the Bonds, is authorized and directed, alone or in conjunction with any of the foregoing or with any other officer, employee, consultant or agent of the Issuer, to deliver a certificate for inclusion in the transcript of proceedings for the Bonds, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to said Section 148 and regulations thereunder and the statement setting forth the information required by Section 149(e) of the Code, which shall be based on the relevant information provided by the Borrower. Section 7. Authorization of Agreement, Escrow Agreement Indenture, Bond Placement Aareement, Private Placement Memorandum DTC Letter Aareement and All Other Documents to be Executed by the Issuer. In order to better secure the payment of the principal of, premium, if any, and interest on the Bonds as the same shall become due and payable, and to provide for the refunding and retiring of the Prior Bonds pursuant to the proceedings of the Prior Bonds, the City Manager is authorized and directed to execute, acknowledge and deliver, in the name and on behalf of the Issuer, the Indenture, the Bond Placement Agreement, the Agreement, the Escrow Agreement and a letter agreement with The Depository Trust Company (the "DTC Letter Agreement"), in substantially the forms submitted to and now on file with the Issuer, which are hereby approved, with such changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officers executing the same on behalf of the Issuer. The approval of such changes by said officers, and that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Indenture, the Bond Placement Agreement, the Agreement, the Escrow Agreement and the DTC Letter Agreement by such officers. The Issuer hereby approves and ratifies the use and distribution of a Preliminary Private Placement Memorandum and a Private Placement Memorandum, in substantially the form submitted to the Issuer, in connection with the issuance, sale and delivery of the Bonds. However, except for the information in such draft under the caption "THE ISSUER", the Issuer has not confirmed and assumes no responsibility for, the accuracy, sufficiency or fairness of any statements in the Preliminary Private Placement Memorandum or the Private Placement Memorandum or any supplements 4 thereto, or in any report, financial information, offering or di-sclosure documents or other information relating to the Project or the Borrower. The Executive is hereby authorized to execute the Certificate of Award, and the Executive, Clerk of the Issuing Authority and ~ Fiscal Officer of the Issuer are each separately authorized to take any and all actions and to execute such financing statements, assignments, certificates and other instruments that may be necessary or appropriate in the opinion of Kephart & Fisher, as Bond Counsel, in order to effect the issuance of the Bonds, and to assist in the issuance of the Bonds and the refunding and retiring of the Prior Bonds in accordance with the intent of this Bond Legislation. The Clerk of the Issuing Authority or other appropriate officer of the Issuer shall certify a true transcript of all proceedings had with respect to the issuance of the Bonds, along with such information from the records of the Issuer as is necessary to determine the regularity and validity of the issuance of the Bonds. Section 8. Covenants of Issuer. In addition to other covenants of the Issuer in this Bond Legislation, the Issuer further covenants and agrees as follows: (a) Payment of Principal Premium and Interest. The Issuer will, solely from the sources herein or in the Indenture provided, pay or cause to be paid the principal of, premium, if any, and interest on each and all Bonds on the dates, at the places and in the manner provided herein, in the Indenture and in the Bonds. «~~ (b) Performance of Covenants Authority and Actions. The Issuer will at all times faithfully observe and perform all agreements, covenants, undertakings, stipulations and provisions ,.~ contained in the Bonds, the Agreement, the Escrow Agreement, the Bond Placement Agreement, the Indenture and the DTC Letter Agreement, and in all proceedings of the Issuer pertaining to the Bonds. The Issuer warrants and covenants that all actions on its part for the issuance of the Bonds and execution and delivery of the Agreement, the Escrow Agreement, the DTC Letter Agreement, the Bond Placement Agreement, the Indenture and all other documents to be executed by it in connection with the issuance of the Bonds, have been or will be duly and effectively taken. Section 9. No Personal Liability. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Bond Legislation, or in any Bond, or in the Agreement, the Escrow Agreement, the DTC Letter Agreement, the Indenture or the Bond Placement Agreement, or under any judgment obtained against the Issuer or by the enforcement of any assessment or by any legal or equitable proceeding by virtue of any constitution or statute or otherwise, or under any circumstances, shall be had against any officer as such, past, present, or future, of the Issuer, including 5 any member of the Issuing Authority, either directly or through the Issuer, or otherwise, for the payment for or to the Issuer or any receiver thereof, or for or to any holder of any Bond, or otherwise, of any sum that may be due and unpaid by the Issuer upon any of the Bonds. Any and all personal liability of every nature, whether at common law or in equity, or by statute or by constitution or otherwise, of any such officer, as such, to respond by reason of any act or omission on his or her part, or otherwise, for, directly or indirectly, the payment for or to the Issuer or any receiver thereof, or for or to the owner or any holder of any Bond, or otherwise, of any sum that may remain due and unpaid upon any Bond, shall be deemed to be expressly waived and released as a condition of and consideration for the execution and delivery of the Agreement, the Bond Placement Agreement, the DTC Letter Agreement and the Indenture and the issuance of the Bonds. Section 10. No Debt or Tax Pledge. The Bonds do not represent or constitute a debt or pledge of the faith and credit of the Issuer within the meaning of the Constitution of the State of Ohio. The Bonds shall be payable solely from the revenues and security interests pledged for their payment as provided in the Indenture, and neither moneys raised by taxation nor any other general or special revenues of the Issuer shall be obligated or pledged for the payment of principal of or premium, if any, or interest on the Bonds. Section 11. Severability. If any section, paragraph or provision of this Bond Legislation shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Bond Legislation. Section 12. Repeal of Conflicting Ordinances and Resolutions. 4~._~ All resolutions, ordinances and orders, or parts thereof, in conflict with the provisions of this Bond Legislation are, to the extent of such conflict, hereby repealed. Section 13. Sunshine Law. This Issuing Authority hereby finds and determines that all formal actions relative to the adoption of this Bond Legislation were taken in an open meeting of this Issuing Authority, and that all deliberations of this Issuing Authority and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements, including Section 121.22 of the Ohio Revised Code. Section 14. Emergency Ordinance, Effective Date. This Ordinance is hereby declared to be an emergency measure for the immediate preservation of the public peace, health, safety and general welfare of the inhabitants of the City, the emergency being the necessity of providing funds required by the proceedings of the Prior Bonds to permit the refunding and retiring of the Prior Bonds 6 +w~. on or before December 1, 1997; wherefore, this Ordinance shall take effect and be in full force and effect from and immediately after its passage. Voted on suspension of the rules: Yeas Nays U ~ Adopted this~~~ay of October, 1997 as an emergency measure. Attest: L~~~ ~ ~ G~ Clerk of Council Ma or APPROVED AS TO FORM: Law Director \DUBLIN\RK2A6232 7 The City Council of the City of Dublin, Ohio met in regular session on the a~ day of October, 1997 with the following members present: 7n G ~ e introduced an ordinance entitled: ~~- - ~ ~ - ~~ AN ORDINANCE AUTHORIZING THE ISSUANCE OF $4,760,000 CITY OF DUBLIN, OHIO INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BONDS, SERIES 1997 (DUBLIN GERIATRIC CARE COMPANY LIMITED PARTNERSHIP PROJECT); PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SUCH BONDS; AUTHORIZING A LOAN AGREEMENT AND TRUST INDENTURE APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE SUCH BONDS; AND AUTHORIZING A BOND PLACEMENT AGREEMENT, A PRIVATE PLACEMENT MEMORANDUM, A DTC LETTER AGREEMENT, AN ESCROW AGREEMENT AND CERTAIN OTHER DOCUMENTS AND ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AND DECLARING AN EMERGENCY. owed t at the ordinance be passed; the motion as seconde by and upon call of the roll, t e vote thereon was as fol ows: AYES: NAYS: ~~ CERTIFICATE The undersigned, duly appointed and acting City Clerk of the City of Dublin, Ohio, hereby certifies that the foregoing is a true and correct excerpt from the minutes of the meeting of the City Council held on the oiO~-b day of October, 1997, to the extent pertinent to the above-titled Ordinance, and that the copy of such Ordinance attached hereto is a true copy thereof, and the same has not as of this date been amended or repealed. This ~,~ day of October, 1997 Clerk of Council \DUBLIN\RK2A6232 I hereby certify that copies of this OrdinancelResolution were posted in the Gty of Dublin in accordance with Section 731.25 of the Ohio~tevised Code. {Inrl. Af ~A~!R~'I -1t~hl~n, Ohie