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50-80 Ordinance , " ~ .. ..::;" ...fjO . () ~cl.k....... .dd An ordinance authorizing the issuance of an $8,700,000 Indus- trial Development First Mortgage Revenue Bond of the Village of Dublin, Ohio for the purpose of making a loan to Dublin Inn Ltd. to assist it in financing the cost of acquiring, con- structing and equipping a hotel with a restaurant, cocktail lounge, meeting rooms and banquet facilities located within the Village, in order to promote the commercial and economic I development of the State of Ohio and benefit the people of the Village and the State of Ohio by creating jobs and increas- , ing opportunities for employment and strengthening the economic welfare of the Village; providing for the pledge of revenues for the payment of said Bond; authorizing a Loan Agreement with respect to the proceeds derived from the sale of said Bond; authorizing a Bond Agreement appropriate for the protection and disposition of such revenues and to further secure the payment of principal and interest of such Bond; authorizing the assignment by the Village of a Note made by Dublin Inn, Ltd.; and declaring an emergency. WHEREAS, the Village of Dublin~ Ohio (herein called the "Issuer") t is a municipal corporation and political subdivision in and of the State of Ohio, and 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 loans for the acquisition and construction of real and personal property comprising a commercial facility within the boundaries of the Issuer, upon certain determinations by the Legislative Authority of the Issuer heretofore made and herein confirmed, (b) to issue revenue bonds of the Issuer for the purpose of providing funds to make such loans, (c) to secure such revenue bonds by a pledge and assignment of revenues from the loan of the bond proceeds for the payment of such revenue bonds, and (d) to enact this Bond Legislation and enter into the Indenture and the Loan Agreement herein- I after identified, upon the terms and conditions provided therein; and WHEREAS, Dublin Inn Ltd. (hereinafter called the "Company") is a general partnership duly organized under the laws of the State of Ohio and qualified to do business within the State of Ohio; and WHEREAS, the Legislative Authority of the Issuer bas heretofore found and determined, and does hereby confirm that (a) the property to be acquired, constructed and equipped with the proceeds of the Project Bond herein authorized is now and after improvement will be useful to the Project herein- after identified (consisting generally of a hotel with a restaurant, cocktail lounge, meeting rooms and banquet facilities, being a "project" within the mean- ing of that term as defined in Section 165.01 of the Ohio Revised Code), and (b) the utilization of such property in the creation and location of the Project .. 2.1 .10~~;~ , 1 .', "'''''"c'';~ ' ~" " ,~ "Jr", < ". "'~. "" "':L,;:"i"~7'":,;I"ilb"'i,hl~i':',i,,,1 '''i' u, ,-:1,!';! - -, , , is economically sound and will benefit the people of the State of Ohio and the Issuer by increasing opportunities for employment and strengthening tbe economic welfare of the State of Ohio and the Issuer; and the Issuer shall assist in the financing of such property for the purpose of promoting the industrial, commercial and economic development of the Issuer, and thereby of the State, and to create jobs and employment opportunities and improve the economic welfare of the people of the Issuer and thereby of the State; and I WHEREAS, the Legislative Authority of the Issuer has heretofore found and determined, and does hereby confirm, that the industrial, com- mercial and economic welfare of the Issuer will be benefited by the financing of the Project, that the financing of the Project as so provided will promote the welfare of the people of the State of Ohio and the Issuer, stabilize the economy, provide employment, and assist in the development of the industrial, commercial, research and distribution activities to the benefit of the people of the State of Ohio and the Issuer and will provide additional opportunities for their gainful employment, and tbat such financ- ing is authorized by and will be consistent with the laws of the State of Ohio, particularly Article VIII, Section 13 of the Constitution of Ohio, and Chapter 165 of the Ohio Revised Code; and WHEREAS, it has been estimated and is determined by the Legisla- tive Authority that the amount necessary to finance the cost of the Project, including necessary expenses incidental thereto, will require the issuance, sale and delivery of a Project Bond in the maximum principal amount of $8,700,000 as hereinafter provided, which Project Bond is payable from and secured by a pledge and assignment of the revenues to be derived from the Loan Agreement hereinafter identified and further secured by a bond agree- ment hereinafter provided for between the Issuer and the Original Purchaser; NOW, THEREFORE, BE IT ORDAINED, by the Council of the Village of Dublin, Ohio: I SECTION 1. Authorization of $8,700,000 Industrial Development First Mortgage Revenue Bond. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided herein, an $8,700,000 maximum principal amount Project Bond, pursuant to the authority of Article VIII, Section 13 of the Constitution of Ohio and Chapter 165 of the Ohio Revised Code, for the purpose of providing funds to loan to the Company so that the Company may acquire, construct and equip real and personal property comprising a hotel with a restaurant, cocktail lounge, meeting rooms and banquet facilities located within the boundaries of the Issuer in order to promote the commercial and economic development of the State of Ohio and benefit the people of the State of Ohio and the Issuer by creating jobs and increasing opportunities for employment and strengthening the economic welfare of the Issuer. Said Project Bond shall be designated Industrial Development First Mortgage Revenue Bond (Dublin Inn Ltd. Project). 2.2 ~P~_.F~, ':C),i', ;k""'f"it.~~~..;JZ;;:m:~lJ~~.~~~~~";~~l;a;~.c" I . " SECTION 2.' Definitions. In addition to the words and terms elsewhere defined in the Bond Legislation, the following words and terms as used in this Bond Legislation and in the Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent: "Authorized Company Representatives" means the persons at the time designated to act on behalf of the Company by written certificate furnished to the Issuer and the Bondholder, containing the specimen signatures of such persons and signed on behalf of the Company by an authorized agent of each I of the partners of the Company. "Bondholder" means the Original Purchaser and its successors and assigns of which the Company has received notice pursuant to Section 1.03 of the Indenture. "Bond Legislation" means this ordinance. "Code" means the Internal Revenue Code of 1954, as ~ended. "Company" means Dublin Inn Ltd., a general partnership organized under the laws of the State of Ohio and qualified to do business in the State of Ohio, and its lawful successors and assigns, including surviving, result- ing or transferee entities as provided in Section 7.3 of the Loan Agreement. i "Date of Taxability" means the date as of which all or any part of the interest on the Project Bond is first required to be included for federal income tax purposes in the gross income of the holder thereof by reason of the occur- rence of any circumstance on the basis of which a Determination of Taxability shall have been made. "Determination of Taxability" means (i) the final adoption of legisla- tion or regulations or a final decision or ruling by any judicial or administrative authority which has the effect of requiring interest on the Project Bond to be included in the gross income for federal income tax purposes of the holder of the Project Bond (other than a holder who is a "substantial user" of the Project or I a "related person" as such terms are used in Section 103(b)(9) of the Code), or (ii) the filing by the Company or any other "principal user", as defined in the Code, of the Project of a supplemental statement of capital expenditures, as re- quired by Section 2.2(k) of the Loan Agreement, which statement on its face evi- dences that the $10 million limit of Section 103(b)(6)(D) of the Code has been exceeded. A decision or ruling by any judicial or administrative authority shall not be considered final for the purposes of this definition until the expiration ,. of all periods for judicial review or appeal, as the case may be. "Executive" means the City Manager of the Issuer; "Fiscal Officer" means the Director of Finance of the Issuer; and "Legal Officer" means the Director of Law of the Issuer. "Guaranty Agreements" mean the separate Guaranty Agreements, each dated as of July 15, 1980, each executed by one of the individuals or the corporation listed on Exhibit D to the Loan Agreement, as guarantor, and accepted by the Original Purchaser, and including any amendments, changes or modifications thereto. . 2.3 ~*r:"'r::.i''' ,. ,. jl,.,"".ce". d" , ;''''ii"j~,;'';~t'L:l;:i i ' . ..... .,..ij,,,J'il'i_lli[J~;'_"'" . iIi", ,C' .,'"""'ec...., 'v,. '""",0' ,. , ,. ''''.'' "Indenture" means the Bond Agreement between the Issuer and the Original Purchaser, dated as of July 15, 1980, including this Bond Legislation as part thereof, as the same may be amended, modified or supplemented by any amendments or modifications thereof and supplements thereto entered into in accordance with the provisions thereof. "Issuer" means the Village of Dublin, Ohio, a municipal corporation and political subdivision in and of the State of Ohio, and its lawful successors. I "Legislative Authority" means Council of the Issuer and any officer, board, commission or other body which hereafter succeeds, by operation of law, to the powers and duties of such council. "Loan Agreement" means the Loan Agreement between the Issuer and the Company, dated as of July 15, 1980, and any amendments or supplements thereto entered into pursuant to Section 11.5 thereof. "Loan Payments" means the amounts required to be paid by the Company pursuant to Sections 4.2 or 4.8 of the Loan Agreement. "Mortgage" means the Open End Mortgage and Security Agreement among the Company, Dublin Associates, an Ohio general partnership, and the Original Purchaser, dated as of the date hereof, pursuant to which the Company and Dublin Associates grants a mortgage and security interest in the Project to the Original Purchaser as additional security for the Project Bond. "Note" means the Promissory Note of even date herewith payable to the order of the Issuer made by the Company to evidence the Company's obliga- tions under the Loan Agreement and in particular the Company's obligation to make Loan Payments pursuant to the Loan Agreement, which Promissory Note is to be substantially in the form of Exhibit C to the Loan Agreement. I "Original Purchaser" means The Huntington Mortgage Company. "Person" means natural persons, firms, partnerships, associations, corporations and public bodies. "Project" means the Project Facilities and the Project Site, each as defined in the Loan Agreement, as they may exist at any time. "Project Bond" means the $8,700,000 Industrial Development First Mortgage Revenue Bond, identified in Section 1 of this Bond Legislation. "Replacement Reserve Fund" or "Village of Dublin, Ohio - Dublin Inn Ltd. Replacement Reserve Fund" means the replacement reserve fund crea- tedby Section 7 hereof. 2.4 ";:'i:i(i:ci\;iili;~~lii,;i-;:;' -<;d--;': '1 .,;," :~i\~:;