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HomeMy WebLinkAbout099-86 Ordinance 1.03 The Council of the Village of Dublin, Ohio met in regular session at ~~~~,~m. ~n the 15th day of December, 1986, in Council Chambers at : 0 P. . 666'1 C:nffm~n Rn~d , Dublin, Ohio with the following members present: There was introduced in writing Ordinance No. 99-86 entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF $2,000,000 SIX-MONTH DEMAND ADJUSTABLE RATE ECONOMIC DEVELOPMENT REVENUE BONDS (AVERY ROAD INVESTMENTS, INC. - DUBLIN PROJECT), OF THE VILLAGE OF DUBLIN, OHIO THE PROCEEDS OF WHICH SHALL BE LOANED TO AVERY ROAD INVESTMENTS, INC. TO FINANCE THE ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF AN APPROXIMATELY 10,000 SQUARE FOOT OFFICE WAREHOUSE BUILDING, AN APPROXIMATELY 7,750 SQUARE FOOT OFFICE WAREHOUSE BUILDING AND AN APPROXIMATELY 60,450 SQUARE FOOT MINI-STORAGE FACILITY WITHIN THE VILLAGE OF DUBLIN, OHIO; AUTHORIZING THE ISSUANCE OF ADDITIONAL BONDS; 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; AUTHORIZING A BOND PURCHASE AGREEMENT PURCHASE AGREEMENT; AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AND DECLARING AN EMERGENCY. Mr. Amorose moved to suspend the rule requiring an ordinance or resolution to be read on three different days. Mr. Sup then seconded the motion and, the roll being called upon the question, the vote resulted as follows (at least-thirds concurring): AYES: Mr. Jankowski, Ms. Maurer, Mr. Thornton, Mr. Amorose, Mayor Close, Mr. Sutphen, Mr. Rozanski NAYS: None Mr. Amorose then moved that Ordinance No. 99-86 be passed as an emergency ordinance as read. Mr. Sutphen seconded the motion and, the roll being called upon the question, the vote resulted as follows (at least five concurring): AYES: Mr. Rozanski, Mr. Sutphen, Mayor Close, Mr. Amorose, Mr. Thornton Ms. Maurer, Mr. Jankowski NAYS: None , The Ordinance was declared passed December 15 , 1986. CERTIFICATE The undersigned, Clerk of Council of the Village of Dublin, Ohio, hereby certifies that the foregoing is a true and correct excerpt from the minutes of the meetings of the Council of said Village held on December 15, 1986, to the extent pertinent to the above-titled legislation. -- This ~ day of December, 1986. /7 -3M7~ao 7J}. t~ Clerk of Counc11 of the Village of Dublin, Ohio -2- ORDINANCE NO. 99-86 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $2,000,000 SIX-MONTH DEMAND ADJUSTABLE RATE ECONOMIC DEVELOPMENT REVENUE BONDS (AVERY ROAD INVESTMENTS, INC. - DUBLIN PROJECT) , OF THE VILLAGE OF DUBLIN, OHIO, THE PROCEEDS OF WHICH SHALL BE LOANED TO AVERY ROAD INVESTMENTS, INC. TO FINANCE THE ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF A COMMERCIAL FACILITY LOCATED WITHIN THE VILLAGE OF DUBLIN, OHIO; AUTHORIZING THE ISSUANCE OF ADDITIONAL BONDS; 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; AUTHORIZING A BOND PURCHASE AGREEMENT; AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AND DECLARING AN EMERGENCY. WHEREAS, the Village of Dublin, Ohio (the -Issuer-), is a municipal corporation and political subdivision in and 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, is authorized and empowered among other things (a) to make a loan for the acquisition, construction, installation and equipping of a commercial facility within the boundaries of the Issuer, (b) to issue and sell its revenue bonds to provide moneys for such loan and (c) to enact this Bond LegiSlation and execute and deliver the agreements and instruments hereinafter identified; and WHEREAS, this Council has determined and does hereby confirm that the acquisition, construction, installation and equipping of the Project, as hereinafter defined, will promote the welfare of the people of the Issuer, create or preserve jObs and employment opportunities, and assist in the development of commercial activities to the benefit of the people of the Issuer, and that the Issuer, by assisting with the financing of the Project through the issuance of revenue bonds in the principal amount of $2,000,000, will be acting in the manner consistent with and in furtherance of the provisions of Article VIII, Section 13 of the Constitution of the State of Ohio, and of the laws of the State of Ohio, particularly Chapter 165 of the Ohio Revised Code. NOW THEREFORE, BE IT ORDAINED by the Counc i 1 of the Village of Dublin, County of Franklin, State of Ohio: Section 1. Definitions. All defined terms used herein and those not otherwise defined herein shall have the respective meanings given to them in the Trust Indenture dated as of December 1, 1986 with respect to the Bonds (the "Indenture") between the Issuer and The Central Trust Company, N .A. , and its successors in trust, as trustee (the "Trustee") and on file with the Clerk of the Issuer. 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. Determination of Issuer. Pursuant to the Act, this Issuing Authority 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 l44(a) of the Internal Revenue Code of 1986, as amended (the "Code") apply to the Bonds. The Issuing Authority as the "applicable elected representative" of the Issuer for purposes of Section 147(f) of the Code, hereby approves the issuance of the Project Bonds in the maximum aggregate face amount of $2,000,000, the proceeds of which will be used to finance the Project as follows: The Project consists of the acquisition, construction, installation and equipping of an approximately 10,000 square foot office warehouse building, an approximately 7,750 square foot office warehouse building and an approximately 60,450 square foot mini-storage facility to be located on an approximately 7 acre tract near the intersection of Old Avery Road and Route 33. The Project will be owned and operated by Avery Road Investments, Inc. , an Ohio corporation and leased to various tenants. -2- Section 3. Authorization of Bonds. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided herein and pursuant to the authority of the Act, the Bonds for the purposes of financing costs of acquiring, constructing, installing and equipping the Project, including costs incidental thereto and of the financing thereof, all in accordance with the provisions of the Loan Agreement dated as of December 1, 1986 (the -Agreement-) between the Issuer and Avery Road Investments, Inc. (the -Borrower-) . The Bonds shall be designated -Six-Month Demand Adjustable Rate Economic Development Revenue Bonds (Avery Road Investments, Inc. - Dublin Proj ect) - . The maximum amount of Bonds to be outstanding at anyone time is $2,000,000. The Issuer may also issue, sell and deliver Additional Bonds on a parity with the Bonds for the purposes and in the manner provided in the Indenture. Section 4. Terms and Execution of the Bonds. The Bonds shall be issued in the forms and denominations, shall be numbered, dated and payable as provided in the Indenture. The Bonds shall mature on February 1, 2007 and have such terms, bear such interest (not to exceed 7\ per annum), and be subject to mandatory and optional redemption as provided in the Indenture. This Issuing Authority hereby fixes and establishes the interest rate in effect from time to time on the Bonds in the manner and pursuant to the provisions of the Indenture. The Bonds shall be executed on behalf of the Issuer by the manual or facsimile signature of the Executive and the Fiscal Officer. In case any officer whose signature or a facsimi Ie thereof shall appear 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 had remained in office until after that time. The form of the Bonds on fi Ie with the Clerk of the Issuer subject to appropriate insertions and revisions in order to comply with the provisions 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 $2,000,000, shall represent the approved form of Bonds of the Issuer. Section 5. Sale of the Bonds. The Bonds are being purchased for reoffering by Meuse Rinker Chapman Endres & Brooks Incorporated and The Ohio Company (the -Underwriters-) and are hereby awarded to the Underwriters at the purchase price set forth, and on the terms and conditions described, in the Bond Purchase Agreement with respect to the Bonds in the -3- form on file with the Clerk of the Issuer (the -Bond Purchase Agreement-) among the Issuer, the Borrower, the Underwriters and the Bank (as defined in the Agreement). The Executive and the Fiscal Officer are authorized and directed to make on behalf of the Issuer the necessary arrangements with the Underwriters to establish the date, location, procedure and conditions for the delivery of the Bonds to the Underwriters, and to take all steps necessary to effect due execution and delivery to the Underwriters 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. It is hereby determined that the price for and the terms of the Bonds, and the sale thereof, all as provided in the aforesaid documents, are in the best interests of the Issuer and consistent with all legal requirements. Section 6. Arbitraae Provisions. The Issuer will 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 delivered to the Underwriters, so that they will not constitute arbitrage bonds under Section 148 of the Code. The Executive, Fiscal Officer or 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. Section 7. Authorization of AQreement. Indenture. Preliminary Offerina Circular. Offerina Circular. Bond Purchase 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, the Executive, the Clerk, the Fiscal Officer, or anyone or more of them is authorized and directed to execute, acknowledge and deliver in the name and on behalf of the Issuer, the Indenture, Agreement and Bond Purchase Agreement in substantially the forms on file with the Clerk of 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 said officer, and that such are not sUbstantially adverse to the Issuer, shall be conclusively evidenced by the execution of such Indenture, Agreement and Bond Purchase Agreement by such officer. -4- The Issuer hereby approves and ratifies the use and distribution of a Preliminary Offering Circular and an Offering Circular, in substantially the form submitted to the Issuer, in connection with the issuance, sale and delivery of the Bonds. The Executive, Fiscal Officer and Clerk of the Issuing Authority are each hereby 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 & Rogers, as Bond Counsel, in order to effect the issuance of the Bonds and 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 princioal. Premium and Interest. The Issuer will, solely from the sources herein or in the Indenture provided, payor 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. Authoritv and Actions. The Issuer will at all times faithfully observe and perform all agreements, covenants, undertakings, stipulations and provisions contained in the Bonds, Agreement, Bond Purchase Agreement and Indenture, and in all proceedings of the Issuer pertaining to the Bonds. The Issuer warrants and covenants that it is, and upon delivery of the Bonds will be, duly authorized by the laws of the State of Ohio, including particularly and without limi tation the Act, to issue the Bonds and to execute the Agreement, the Indenture and the Bond Purchase Agreement, and all other documents to be executed by it, to provide for the security for payment of the principal of, premium, if any, and interest on the Bonds in the manner and to the extent herein and in the Indenture set forth; that all actions on its part for the issuance of the Bonds and execution and delivery of the Agreement, the Indenture, the Bond Purchase Agreement 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; and that the Bonds will be valid and enforceable special obligations of the Issuer according to the -5- terms thereof. Each provision of the Bond Legislation, the Indenture, the Agreement, the Bond Purchase Agreement and each Bond, and all other documents to be executed by the Issuer in connection with the issuance of the Bonds, is binding upon each officer of the Issuer as may from time to time have the authority under law to take such actions as may be necessary to perform all or any part of the duty required by such provision; and each duty of the Issuer and of its officers and employees undertaken pursuant to such proceedings for the Bonds is established as a duty of the Issuer and of each such officer and employee having authority to perform such duty, specifically enjoined by law as a duty resulting from an office, trust or station within the meaning of Section 2731.01 of the Ohio Revised Code, providing for enforcement by writ of mandamus. Section 9. No Personal Liabilitv. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Ordinance, or in any Bond, or in the Agreement, 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, 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 conunon 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, Indenture and Bond Purchase Agreement and the issuance of the Bonds. Section 10. prevailina Waae Rate. As provided in Section 165.031, Ohio Revised Code, all wages paid to laborers and mechanics employed on the Project shall be paid at not less than the prevailing rates of wages of laborers and mechanics for the class of work called for by the Project, which wages shall be determined in accordance with the requirements of Chapter 4115, Ohio Revised Code, for determination of prevailing wage rates; provided, that should the Borrower or other nonpublic user of the Project undertake, as part of the -6- Project, construction to be performed by its regular bargaining unit employees who are covered under a collective bargaining agreement which was in existence prior to the Inducement Date, as defined in the Loan Agreement, then, in that event, the rate of pay provided under the collective bargaining agreement may be paid to those employees. Section 11. No Debt or Tax Pledae. The Bonds do not constitute an indebtedness of the Issuer within the meaning of the Constitution of the State of Ohio. The Bonds, the Agreement, the Indenture, and the Bond Purchase Agreement 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 interest on 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. ReDeal of Conflictina 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 14. 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. Section 15. Emeraencv Clause: Effective Date. This Bond Legislation is hereby declared to be an emergency measure for the immediate preservation of the peace, health, safety and general' welfare of the inhabitants of the Issuer, the emergency being the urgent necessity of providing for the prompt issuance of the Bonds in order to enable the Borrower to proceed with the Project, thereby creating jobs, increasing tax -7- revenues of the Issuer and contributing to the economic welfare of the Issuer; wherefore, this Bond Legislation shall take effect and be in force at the earliest time permitted by law. Passed: December /S-; 1986 SIGNED: ~~ Mayor ATTEST:_f/uhu/AJ ~. (~ Clerk 0 Co ncil APPROVED AS TO FORM: ~t.,. I Q< .....c- L I Director of Law I hereby ce~ify that, ccpics of this Ordinance/Resolution wer~ pos~ed ~n ~~;:! Village Cot Dut::'1 in aCCGr03nCe with Section 7 JI.2::> ii! t!':) Ohc ReYi~ec! co:;~, - 2Mht,u<J '1/)}. 't.{M0-n/ Clerk 0' Council -8-