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HomeMy WebLinkAbout143-97 Ordinancer Legal Blank Co. Ordinance No.__ Passed--- --- --- -- -- -----19 -- -- AN ORDINANCE ACCEPTING THE LOWEST AND BEST BID FOR THE COSGRAY PARK WASTE WATER TREATMENT PROJECT, AND DECLARING AN EMERGENCY WHEREAS, after advertising and receiving bids for the Cosgray Park Waste Water Treatment Project on October 14, 1997, Council has determined that the base bid submitted by Stimmel Construction in the amount of $53,300.00 is the lowest and best bid; and, WHEREAS, this project is an approved 1997 Capital Improvements Project. NOW, FORE BE IT ORDAINED by the Council of the City of Dublin, State of OhioT~of the elected members concurring: ion 1• That the bid submitted by Stimmel Construction in the amount of $53,300.00 is hereby accepted. ion 2• That the City Manager is hereby authorized to enter into a contract with Stimmel Construction for completion of the waste water treatment project, pursuant to the bid specifications and documents on file in the office of the Parks Maintenance division. tion 3• That this ordinance is declared to be an emergency measure necessary to protect the public health, safety and welfare, and for the further reason to comply with the timeframes for the bid specifications. Therefore, this ordinance shall take effect and be in force immediately upon passage. Passed th~~ day of ~ o U e~'Y~~-, 1997. - Presiding Officer ~- ATTEST: Clerk of Council RECORD OF ORDINANCES Form No. 30043 ~~rP.!1y rert6fy thot codes of this t~•of tlublin in accordonce w;ta Ordr'nonce/' Section 731.25 of were p°sted In the _ ~ ~f0 Ievised Code. fysstl" Cler of C cit. Dv i Ohio .~...~..~ yy T~ of '' 4 ~ ~ ~ ~ o ~~ _ a _ ~ "" ~ ~ o \ ~, ~ rn w %~ ` ~ ~ ~' ~ \ ~o c ' o N " N ~ ` ~. a ~ 0 ^1 "'7 ~ ~ ~ ~ ~ ~ C ~• ~ rr.~~.y~ \ ' Q. n R. ~ N • ~ C ~ b a ~ ~ ~ o C \ e \ ~ x ~' \ .o c ~ ~ ~ ~ O ~ ~ a ~ Q ~v a a ;; 00 a _ IJ Q a ~~ a Y A 07 d a w a a ~, 00 a „~ Piz Q7 07 'd f~ a a o -1 p ~, o c ~ X00 a c a ,~(' n~;'°~ o a ~~ ~~ a r. r D O O 00 v ~~ ~' ~4 a a~ 3 _~ b o d, w ; ~. .. O~ \ ^ ~ ~ O ? `~` ,.. CITl OF Dl I;LIn M e m o Division of Grounds & Facilities 5800 Shier-Rings Road 1i~"''' Dublin, Ohio 43016 Phone: 614-761-6516 Fax: 614-761-65 89 To: Dublin City Council Members ~. From: Tim Hansley, City Manager Re: Cosgray Park Date: October 20, 1997 Initiated by: Fred Hahn, Director of Grounds & Facilities ~1. On Tuesday October 14, 1997 bids were opened on Cosgray Park Waste Water Treatment Project, an approved 1997 CIP, at 11:00 a.m. """'" The publicly announced base bid was estimated at $65,000.00. Three bids were received. 1). Pro Terra at $54,013.00. 2). The Nadalin Company at $63,940.00. 3). Stimmel Construction at $53,300.00. This project consists of septic tank and wetland treatment basin. Staff is recommending acceptance of Stimmel Constructions base bid. .•~, r Ordinance No. 144-97 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $8,500,000 CITY OF DUBLIN, OHIO VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS, SERIES 1997 (WITCO CORPORATION); PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SUCH BONDS; AUTHORIZING A LOAN AGREEMENT AND A TRUST INDENTURE APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE SUCH BONDS; AND AUTHORIZING A BOND PURCHASE AGREEMENT, AN OFFICIAL STATEMENT, AN ESCROW AGREEMENT, A DTC LETTER OF REPRESENTATIONS 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 Village of Dublin, Ohio Industrial Development Refunding Revenue Bond (Sherex Chemical Company, Inc. Project), dated as of September 1, 1984 (the "Refunded Bond"); and WHEREAS, the proceeds of the Refunded Bonds were loaned to Witco Corporation (successor to Sherex Chemical Corporation, Inc.), a Delaware corporation (the "Borrower"), and used by the Borrower to refund the Issuer's $8,500,000 Industrial Development Revenue Bonds (Sherex Chemical Company, Inc. Project), dated July 26, 1979 (the "1979 Bonds") the proceeds of which were loaned to the Borrower and used to finance costs of the acquisition, construction, improvement, furnishing and equipping of an administration and laboratory research facility located within the jurisdiction of the Issuer (the "Project") located at 5777 Frantz Road, Dublin, Ohio; and WHEREAS, the Borrower has requested the Issuer issue revenue refunding bonds (the "Bonds") under the Act for the purpose of refunding and retiring the Refunded Bond in whole; and WHEREAS, the proceedings of the Refunded Bond require funds in an amount sufficient to pay or provide for the payment of all principal, accrued interest and premium, if any, to be paid to Morgan Guaranty Trust Company of New York (the " 1984 Bondholder") in order to refund and retire the Refunded 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 D04: [00901. DOCS . DUB061289]BOND_ORDINANC E.1 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, THAT: 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 November 1, 1997 (the "Indenture") between the Issuer and The Chase Manhattan Bank, New York, New York and its successors in trust, as trustee (the "Trustee"). Any reference herein to the Issuer or this City Council (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 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 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply to the Bonds. The Issuer further determines that the proceedings of the Refunded Bond requires funds in an amount sufficient to pay or provide for the payment of all principal, accrued interest and premium, if any, to be paid to the 1984 Bondholder to retire the Refunded Bond and, pursuant to the Agreement, described in Section 7 hereof, the proceeds of the Bonds shall be used to refund and retire the Refunded Bond. 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 $8,500,000 for the purposes of refunding and retiring the Refunded Bond and thereby refinancing the costs of the Project; provided, however, that prior to the issuance of the Bonds (A) the Issuer shall have received evidence satisfactory to the Issuer of compliance with applicable requirements of federal income tax and securities law and State law, and (B) the Borrower shall have either (i) obtained a credit facility of a credit facility provider whose unsecured, uninsured and unguaranteed debt (or, in the case of a bank subsidiary of a bank holding company, whose bank holding company's debt) is rated in a rating category not lower than the third highest rating category by a nationally recognized municipal securities rating service, or another credit facility reasonably satisfactory D04:[00901.DOCS.DU6061289JBOND_ORDINANCE.1 2 to the Issuer, to secure the payment of principal and interest on the Bonds, or (ii) provided written documentation satisfactory to the Issuer and the Issuer's bond counsel to evidence that the Bonds have been purchased directly or privately placed with one or more sophisticated institutional investors and that those investors are not relying on the Issuer as to the accuracy, completeness or fairness of any information provided to the investors in connection with the offering or sale of the Bonds. The Borrower will indemnify the Issuer for any loss, cost, expense, claims or actions connected with the Bonds or the Project, as provided in the form of Agreement by and between the Issuer and the Borrower, submitted to and now on file with this '""°" Issuing Authority which is hereby approved. 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 initially shall be issued in fully registered book entry only form and shall be designated "City of Dublin, Ohio Variable Rate Demand Industrial Development Refunding Revenue Bonds, Series 1997 (Witco Corporation)" . The Issuer may issue, sell and deliver Additional Bonds for any purpose authorized by the Act, upon satisfaction of the conditions and in the manner provided in the Indenture. The Bonds shall be dated as provided in the Indenture, shall mature not later than September 1, 2014, shall bear interest at a rate not to exceed 15 % 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. This Issuing Authority hereby authorizes the Remarketing Agent to fix and establish the interest rate in effect from time to time on the Bonds in the manner and pursuant to the provisions of the Indenture and the Remarketing Agreement. 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. Incase any officer whose signature or a facsimile thereof appearing on the Bonds shall cease to be such officer before 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 $8,500,000, shall represent the approved form of Bonds. Section 5. Sale of the Bonds. The Bonds are being sold to the Underwriter pursuant to the Bond Purchase Agreement with the understanding that the Underwriter will offer and sell the Bonds only to "accredited investors", as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, without making a public offering of the Bonds and at a minimum investment of $100,fl00, and will deliver to the Issuer written representations of the Underwriter to the effect that, in its reasonable belief, each such purchaser (i) regularly engages in the purchase of securities of entities such as the Borrower and the Bank, (ii) has knowledge D04:[00901.DOCS.DUB061289]BOND_ORDINANCE.1 3 and experience in financial and business matters sufficient to make it capable of evaluating the risks of investing in the Bonds, and (iii) has the ability to bear the economic risks of investing in the Bonds. The Executive of the Issuer is authorized and directed to make on behalf of the Issuer the necessary arrangements with the Underwriter 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 Bond Purchase Agreement, the Agreement and the Indenture. On the Closing Day for the Bonds, the Trustee shall transfer all of the proceeds from the sale of the Bonds either to the 1984 Bondholder or into an escrow account established for the Refunded Bond. 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, the 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, Bond Purchase Agreement, Indenture, Offering Memorandum, Remarketing Agreement, DTC Letter of Representations 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 Refunded Bonds pursuant to the proceedings of the Refunded Bonds, the Executive is authorized and directed to execute, acknowledge and deliver, in the name and on behalf of the Issuer, the Agreement, the Escrow Agreement, the Remarketing Agreement, the Indenture, the Bond Purchase Agreement, the Offering Memorandum, DTC Letter of Representations with The Depository Trust Company, 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 officer executing the same on behalf of the Issuer. The approval of such changes by such officer, and that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Agreement, the Escrow Agreement, the Remarketing Agreement, the Bond Purchase Agreement, the Indenture, the Offering Memorandum and the DTC Letter of Representations by such officer. D04:[00901.DOCS.DUB061289]BOND_ORDINANCE.1 4' The Issuer has no objection to the use and distribution of an Offering Memorandum (the "Offering Memorandum"), in substantially the form submitted to and now on file with the Issuer, in connection with the issuance, sale and delivery of the Bonds. However, the Issuer has not confirmed, and assumes no responsibility for, the accuracy, completeness or fairness of any statements in the Offering Memorandum or any other written materials used in connection with the offer and sale of the Bonds or in any way relating to the Project, the Borrower, the Remarketing Agent or the Underwriter. ^'"'" 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 Squire, Sanders & Dempsey L.L.P., 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 Refunded 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 Offering Memorandum, 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 Bond Purchase Agreement, the Indenture, the DTC Letter of Representations 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. Transcript of Proceedini?s. The Clerk, or other appropriate officer of the Issuer, shall furnish to the Underwriter a true transcript of proceedings, certified by the Clerk or other officer, of (i) all proceedings had with reference to the issuance of the Bonds and (ii) any other information from the records of the Issuer which may be necessary or appropriate to determine the regularity and validity of the issuance of the Bonds. Section 10. 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 D04:[00901.DOCS.DUB061289)BOND ORDINANCE.1 Agreement, the DTC Letter of Representations, the Indenture or the Bond Purchase 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 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 response 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 Escrow Agreement, the Remarketing Agreement, the Bond Purchase Agreement, the DTC Letter Agreement and the Indenture and the issuance of the Bonds. Section 11. No Debt or Tax Pledge. Anything in the Bond Legislation, the Bonds or the Indenture to the contrary notwithstanding, the Bonds do not and shall not represent or constitute a debt or pledge of the faith and credit of the Issuer, and the Bonds shall contain a statement to that effect and to the effect that the Bonds are payable solely from the Revenues and are not secured by an obligation or pledge of any moneys raised by taxation. Nothing herein or in the Indenture, however, shall be deemed to prohibit the Issuer, of its own volition, from using to the extent that it is authorized by law to do so, any other resources for the fulfillment of any of the terms, conditions or obligations of the Indenture, the Bond Legislation or any of the Bonds. Section 12. 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 13. Prevailing Rates of Wages. The Issuer hereby determines, based on the representations of the Borrower, that all wages paid to laborers and mechanics employed on the Project were paid at not less than the then prevailing rates of wages for laborers and mechanics for each class of work called for by the Project, which wages were determined in accordance with the then applicable requirements of Chapter 4115, Ohio Revised Code. Section 14. Bond Counsel. The law firm of Squire, Sanders & Dempsey L.L.P. is hereby retained as bond counsel to the Issuer in connection with the issuance of the Bonds. The legal services to be provided by that firm shall be in the nature of legal advice and recommendations as to the documents and the proceedings and rendering at delivery a related legal opinion including an opinion relating to the treatment of interest for federal income tax purposes. In providing those legal services, as an independent contractor and in an attorney- D04:[00901.DOCS.DUB061289]BOND_ORDINANCE.1 6 client relationship, that firm shall not exercise any administrative discretion in the formulation of public policy, expenditure of public funds, enforcement of laws, rules and regulations of the State or any political subdivision, or the execution of public trusts. The fees and expenses of Squire, Sanders & Dempsey L.L.P. as bond counsel shall be the sole responsibility of and be paid by the Borrower pursuant to the Agreement between the Issuer and the Borrower heretofore approved. Section 15 Repeal of Conflicting Ordinances and Resolutions. 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 16. 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 17. 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 Refunded Bonds to permit the refunding and retiring of the Refunded Bonds; 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 Passed this 17th day of November, 1997 as an emergency measurer. Atte Clerk of Council Mayor I here'?u ,:~++ R;~ l+l~t ror+~es rlf this Orif Hance/ were posted in the City of Debi+n .n accordance witt+ Section 131.25 of the Ohio Revised Code,. .G~~. ~'~tterk Counc ,Dublin, h D04:[00901.DOCS.DUB061289[BOND_ORDINANCE.1 7