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HomeMy WebLinkAbout49-03 Resolution RECORD OF RESOLUTIONS Dayton Legal Blank, Inc., Form No. 30045 Resolution No. 4(>-fn Passed ,20 - A RESOLUTION CONSENTING TO, APPROVING AND AUTHORIZING THE CONTINUATION OF AN EXISTING MORTGAGE AND THE EXECUTION OF A THIRD CHANGE IN TERMS AGREEMENT, ALL IN CONNECTION WITH THE EXTENSION OF A REVOLVING CREDIT LOAN NOTE FROM THE HUNTINGTON NATIONAL BANK TO TARTAN GOLF COMPANY, LLC RELATING TO THE GOLF CLUB OF DUBLIN. WHEREAS, by Ordinance No. 119-00 passed by this Council on October 16,2000, the City entered into a certain Ground Lease and Operating Agreement, dated as of December 7, 2000, as amended by the Amendment No. 1 to Ground Lease and Operating Agreement, dated October 22, 2001 (collectively, the "Lease Agreement") with Tartan Golf Company, LLC (the "Lessee") wherein the City leased certain real property (as such real property is described in the Lease Agreement, the "Property") to the Lessee and the Lessee agreed therein to construct and operate upon such Property an eighteen hole golf course and related facilities, now known as the "Golf Club of Dublin"; and WHEREAS, the Lease Agreement provides that the City shall have the right to approve or disapprove any liens which may be placed on the Property in connection with any financing by the Lessee; and WHEREAS, in 2001, the Lessee completed an initial financing in the amount of $6,500,000 (the "Initial Financing") with The Huntington National Bank (the "Bank") to provide for the construction of the Golf Club of Dublin (the "Project"); and WHEREAS, in connection with that Initial Financing, the City executed certain agreements including an (a) Open-End Mortgage, Assignment of Rents and Security Agreement, dated June 11, 2001, (b) a Multi-Party Agreement, dated June 11, 2001, and ( c) a 'M brtgage Modification Agreement, dated 0 ctober 1 9, 2001, all 0 f which executed agreements are presently on file in the office of the Clerk of Council and are collectively referred to herein as the "Initial Financing Agreements"; and WHEREAS, in 2002, the Lessee borrowed an additional $585,000 from the Bank to complete the Project (the "Additional Financing" and together with the Initial Financing, the "Project Financing") and also established a $250,000 revolving loan with the Bank to provide for certain working capital expenditures (the "Working Capital Loan"); and WHEREAS, in connection with that Additional Financing and the Working Capital Loan, the City executed a Second Mortgage Modification Agreement, dated September 20, 2002, which executed agreement is presently on file in the office of the Clerk of Council and is referred to herein as the "Second Mortgage Modification Agreement"; and WHEREAS, by executing those Initial Financing Agreements and the Second Mortgage Modification Agreement, the City (a) consented to the Project Financing which provided for Lessee to borrow from the Bank an amount not to exceed $7,500,000 to provide for the construction of the Golf Club of Dublin, (b) consented to Lessee granting a mortgage on Lessee's leasehold interest in the Property under the Lease Agreement, and (c) approved a mortgage on the City's fee simple interest in the Property, all subject to the terms and conditions in the Lease Agreement, the Initial Financing Agreements and the Second Mortgage Modification Agreement; and WHEREAS, the Lessee has determined to extend the effective period of the Working Capital Loan to August 1, 2004 and has requested the Bank to modify the terms of the RECORD OF RESOLUTIONS Dayton Legal Blank, Inc.. Form No. 30045 Resolution No. 4Q-01 Passed P~E:e 2 , 20 Working Capital Loan to provide for such extension (the "Working Capital Loan Extension"); and WHEREAS, the complete and secure the Working Capital Loan Extension, the Bank has requested that the City consent to such Working Capital Loan Extension; and WHEREAS, the City has determined that it is in the best interests of the residents of the City to consent to and approve such Working Capital Loan Extension and to evidence such consent by authorizing the execution of a Third Change in Terms Agreement (the form of which is on file in the office of the Clerk of Council and referred to herein as the "Third Change in Terms Agreement") and any other necessary and related agreements and instruments to effect the purpose of this Resolution; NOW, THEREFORE, BE IT RESOLVED by the City of Dublin, in Franklin, Union and Delaware Counties, Ohio, that: Section 1. This Council, on behalf of the City, hereby consents to the Working Capital Loan Extension as described in the Third Change in Terms Agreement. Section 2. The City Manager, for and in the name of the City, is hereby authorized to execute the Third Change in Terms Agreement; provided further that the approval of changes thereto by the City Manager, provided the character of the changes are not substantially adverse to the City, as evidenced conclusively by her execution of the Third Change in Terms Agreement, are hereby approved and authorized. Section 3. This Council further hereby authorizes each one or more of, as appropriate, the City Manager, the Director of Finance, the Director of Law, the Clerk of Council, or other appropriate officers of the City to prepare and sign all agreements and instruments and to take any other actions as may be appropriate to implement this Resolution. Section 4. This Council finds and determines that all formal actions of this Council concerning or relating to the passage of this Resolution were taken in an open meeting of this Council and that all deliberations of this Council that resulted in those formal actions were in meetings open to the public in compliance with the law. Section 5. This Resolution shall take effect and be in force in accordance with Section 4.04(a) of the Dublin City Charter. Signed: ~ I / .-"- 1 mg~cer - Attest: ~(?~ Clerk of Council fj (' r I hereby certify that copIes of this Passed: e.C_ .:::; , 2003 Ordinance/Resolution were posted in the 7)'- City of Dublin in accordance with Section Effective: C~. /!J ,2003 731.25 of the Ohio Revised Code. S SQUIRE LEGAL Squire, Sanders & Dempsey L.L.P. COUNSEL 1300 Huntington Center v\NDER5 WORLDWIDE 41 South High Street Columbus, Ohio 43215-6197 Office: +1.614.365.2700 Fax: +1.614.365.2499 Direct Dial: +1.614.365.2742 gstype@ssd.com December 11, 2003 To: Dublin City Council cc: Jane Brautigam, City Manager Steve Smith, Law Director Marsha Grisgby, Finance Director From: Greg Stype and Chris Franzmann Subject: Resolution No. 49-03 -- Approval of Extension of Tartan Golf Line of Credit Underlying Lien This resolution approves the continuation of the mortgage lien securing The Huntington National Bank: line of credit for Tartan Golf Company LLC. The same type of extension was authorized by Council in 2002. The extension is accomplished without adding to the City's credit exposure or risk.