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HomeMy WebLinkAbout31-00 Ordinance RECORD OF ORDINANCES D vton Legal Blacilc Co Form No. 30043 Ordinance No ...........................31-.Q0......................... Passed AN ORDINANCE AUTHORIZING THE ISSUANCE OF $6,185,000 ADJUSTABLE RATE ECONOMIC DEVELOPMENT REVENUE REFUNDING BONDS, SERIES 2000 (DUBLIN INN LTD. PROJECT) ~ OF THE CITY OF DUBLIN, OHIO, THE PROCEEDS OF WHICH SHALL BE LOANED TO DUBLIN INN LTD. TO REFUND BONDS PREVIOUSLY ISSUED BY THE CITY OF DUBLIN TO FINANCE THE ACQUISITION, CONSTRUCTION, INSTALLATION AND EQUIPPING OF A COMMERCIAL FACILITY FOR USE AS A HOTEL LOCATED WITHIN THE CITY OF DUBLIN, OHIO; 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 PLACEMENT AGREEMENT; AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS; AND DECLARING AN EMERGENCY. WHEREAS, the City 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, equipping and installation of a commercial facility within the boundaries of the Issuer, (b) to issue and sell its revenue bonds to provide moneys for such loan, (c) to issue and sell its refunding revenue bonds to redeem such revenue bonds and (d) to enact this Bond Legislation and execute and deliver the agreements and instruments hereinafter identified; and WHEREAS, this Council (the "Issuing Authority") has determined and does hereby confirm, based solely on the representations of the Borrower that the acquisition, construction, equipping fir,,,,, and installation of the Project, as hereinafter defined, promotes the welfare of the people of the Issuer, creates or preserves jobs and employment opportunities, and assists in the development of commercial activities to the benefit of the people of the Issuer, and that the Issuer, by assisting with the refinancing of the Project through the issuance of revenue refunding bonds in the principal amount of $6,185,000 (the "Refunding Bonds"), 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 Council of the City of Dublin, 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 with respect to the Refunding Bonds (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. Determination of Issuer. Pursuant to the Act, this Issuing Authority hereby finds and determines that, based solely on the representations of the Borrower, 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 the provisions as to the $10,000,000 limit in Section 144(a) of the Internal Revenue Code of 1986, as amended (the "Code") apply to the Refunding Bonds. Section 3. Authorization of Refunding 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 Refunding Bonds for the purposes of currently refunding the Prior Bonds that were RECORD OF ORDINANCES Da on Le al Blank Co. orm 4 Ordinance No Passed ......P~ge.Two................................., issued to finance a portion of the costs of acquiring, constructing, equipping and installing the Project, including costs incidental thereto and of the financing thereof, all in accordance with the provisions of the Loan Agreement dated as of March 1, 2000 (the "Agreement") between the Issuer and Dublin Inn Ltd. (the "Borrower"). The Refunding Bonds shall be designated "Adjustable Rate Economic Development Revenue Refunding Bonds, Series 2000 (Dublin Inn Ltd. Project)". The maximum amount of Refunding Bonds to be outstanding at any one time is $6,185,000. Section 4. Terms and Execution of the Refunding Bonds. The Refunding 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 March 1, 2009 and have such terms, bear such interest (not to exceed 10°Io 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 Refunding Bonds in the manner and pursuant to the provisions of the Indenture. The Refunding Bonds shall be executed on behalf of the Issuer by the manual or facsimile signatures of the City Manager and the Director of Finance, and the seal of the Issuer may also be impressed or printed on the Refunding Bonds. In case any officer whose signature or a facsimile thereof shall appear on the Refunding Bonds shall cease to be such officer before the issuance or delivery of the Refunding 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 Refunding Bonds submitted to this meeting, 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 $6,185,000, shall represent the approved form of Refunding Bonds of the Issuer. Section 5. Sale of the Refunding Bonds. The Refunding Bonds are being purchased in a private placement pursuant to the Bond Placement Agreement and are hereby awarded at the purchase price set forth, and on the terms and conditions described therein. The City Manager and the Director of Finance are authorized and directed to make on behalf of the Issuer the necessary arrangements with Bank One, Capital Markets, Inc., as placement agent (the "Placement Agent") to establish the date, location, procedure and conditions for the delivery of the Refunding Bonds, and to take all steps necessary to effect due execution and delivery to the Placement Agent of the Refunding Bonds (or temporary bonds delivered in lieu of definitive Refunding Bonds until their preparation and delivery can be effectuated) under the terms of this , Bond Legislation, the Bond Placement Agreement, the Agreement and the Indenture. Section 6. Arbitrage Provisions. The Issuer covenants that it will require the Borrower to restrict the use of the proceeds of the Refunding Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Refunding Bonds are delivered to the Placement Agent so that they will not constitute arbitrage bonds under Section 148 of the Code. The City Manager, Director of Finance or any other officer having responsibility with respect to the issuance of the Refunding 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 or agreement for inclusion in the transcript of proceedings for the Refunding Bonds, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to said Section 148 and regulations thereunder, as provided by the Borrower, 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, Indenture, Offering Memorandum, Bond Placement Agreement, 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 Refunding Bonds as the same shall become due and payable, the City Manager and the Director of Finance are authorized and directed to execute, acknowledge and deliver in the name and on behalf of the Issuer, the Indenture, the Bond Placement Agreement and the Agreement in substantially the forms submitted to 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 officer, and that such are not substantially adverse to the Issuer, shall be RECORD OF ORDINANCES D vton Legal Blank Co Form No. 30043 Ordinance No Passed ......Page..Thxee............................, conclusively evidenced by the execution of the Indenture, the Bond Placement Agreement and the Agreement by such officer. The Issuer hereby approves and ratifies the use and distribution of an Offering Memorandum, in 1'"" substantially the form submitted to the Issuer, in connection with the issuance, sale and delivery of the Refunding Bonds. In addition to the Offering Memorandum, the Placement Agent is hereby authorized to offer the Refunding Bonds for sale through the use of such other written offering materials as it shall prepare and deem necessary to comply with applicable law, provided that each purchaser of the Refunding Bonds shall also receive a copy of the Offering Memorandum. The Issuer has not confirmed, and assumes no responsibility for, the accuracy, sufficiency or fairness of any statements in the Offering Memorandum or any other written materials used in connection with the sale of the Refunding Bonds. The City Manager and the Director of Finance 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 Bricker & Eckler, as Bond Counsel, in order to effect the issuance of the Refunding Bonds and the intent of this Bond Legislation. The Director of Finance, or other appropriate officer of the Issuer, shall certify a true transcript of all proceedings had with respect to the issuance of the Refunding 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 Refunding 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 ,rte any, and interest on each and all Refunding Bonds on the dates, at the places and in the manner provided herein, in the Indenture and in the Refunding 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 Refunding Bonds, the Agreement, the Bond Placement Agreement and the Indenture, and in all proceedings of the Issuer pertaining to the Refunding Bonds. Each provision of the Bond Legislation, the Indenture, the Agreement, the Bond Placement Agreement and each Refunding Bond, and all other documents to be executed by the Issuer in connection with the issuance of the Refunding Bonds, is binding upon each officer of the Issuer and the Issuing Authority 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, the Issuing Authority and of its officers and employees undertaken pursuant to such proceedings for the Refunding 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 of the Ohio Revised Code, providing for enforcement by writ of mandamus. Section 9. No Personal Liability. No recourse under or upon any obligation, covenant, acceptance or agreement contained in this Bond Legislation, or in any Refunding Bond, or in the 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 any member of r^~ 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 Refunding Bond, or otherwise, of any sum that may be due and unpaid by the Issuer upon any of the Refunding 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 Refunding Bond, or otherwise, of any sum that may remain due and unpaid upon any Refunding Bond, shall be deemed to be expressly waived and released as a condition of an consideration for the execution and delivery of the Agreement, the Bond Placement Agreement and the Indenture and the issuance of the Refunding Bonds. RECORD OF ORDINANCES Dayton Legal Blank Co Form No. 30043 Ordinance No Passed ......P.age..FQU.t'................................., Section 10. No Debt or Tax Pledge. The Refunding Bonds do not constitute a debt of the Issuer or pledge of the faith and credit of the Issuer within the meaning of the Constitution of the State of Ohio. The Refunding 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 interest on the Refunding 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. Prevailing Rates of Wages. As provided in Section 165.03, Ohio Revised Code, all laborers and mechanics employed on the Project shall be paid at the prevailing rates of wages of laborers and mechanics for the classes 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 the requirements of this Section 12 shall not apply where the federal government or any of its agencies furnished by loan or grant all or any part of the funds used in connection with such project and prescribes predetermined minimum wages to be paid to such laborer and mechanics; and provided further that, if the Borrower or other non-public user beneficiary undertakes, as a part of the 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 May 21, 1986, the rate of pay provided under the applicable collective bargaining agreement may be paid to such employees. Section 13. Repeal of Conflicting Ordinances. 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. l 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 the law. Section 15. Emer ency Clause; Effective Date. This Bond Legislation is hereby declared to be an emergency measure for the immediate preservation of the public peace, health, safety and welfare of the Issuer, and for the further reason that this Bond Legislation is necessary to provide , for the prompt issuance of the Refunding Bonds in order to enable the Borrower to proceed with the redemption of the Prior Bonds and thereby refinance the Project, thereby creating or preserving jobs and employment opportunities, increasing tax 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. Presiding O ficer Attest: Clerk of Council Passe , 2000 Effective , 2000 I hereby certify that copies of this Ordinance/Resolution were posted i the City of Dublin in accordance w~t4 Section 731.25 of the 4f:io Revised Ca e. r~~ ~ ~ SRe~ ~ , aa~gr of Council, Dublin, Ohio