133-97 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