Explanation
Background: This Ordinance consents to the issuance of refunding bonds by The Franklin County Convention Facilities Authority and authorizes the Mayor or Director of Finance and Management to enter into supplements to the existing lease and sublease with The Franklin County Convention Facilities Authority in connection with the issuance of the bonds.
Emergency Justification: This ordinance is submitted as an emergency to allow the FCCFA the opportunity to take advantage of favorable market conditions.
Fiscal Impact: No additional funding is required for this legislation.
Title
To consent to, and authorize the execution and delivery of, a supplemental lease, a supplemental sub-lease and other necessary documents relating to the issuance of tax and lease revenue anticipation bonds by The Franklin County Convention Facilities Authority; and to declare an emergency.
Body
WHEREAS, pursuant to Ordinance 1188-90 passed by this Council on May 7, 1990, the City of Columbus, Ohio (the “City”) has entered into a Lease Agreement dated as of June 1, 1990 (as the same has been amended and supplemented from time to time, the “Lease”) from The Franklin County Convention Facilities Authority (the “FCCFA”), as lessor, to the County of Franklin, Ohio (the “County”) and the City, as lessees and tenants in common, with respect to the convention facility known as “The Greater Columbus Convention Center” (the “Facility”); and
WHEREAS, pursuant to Ordinance 1189-90 passed by this Council on May 7, 1990, the City has entered into a Sub-Lease Agreement dated as of June 1, 1990 (as the same has been amended and supplemented from time to time,, the “Sub-Lease”) from the City and the County, as lessors, to the FCCFA, as lessee, with respect to the Facility, providing for rental payments from the FCCFA which are to be used as a source for the City’s “Lessees Rent” payments under the Lease; and
WHEREAS, the Facility was financed and refinanced in part with the proceeds of tax and lease revenue anticipation bonds of the FCCFA issued from time to time, including Tax and Lease Revenue Anticipation and Refunding Bonds, Series 2007 (the “Prior Bonds”), which are secured by a Trust Agreement dated as of June 1, 1990, as amended and supplemented to date (the “Indenture”), which Indenture includes a pledge of any “Lessees Rent” paid by the County and the City pursuant to the Lease; and
WHEREAS, the FCCFA, the County and the City have previously authorized supplemental lease agreements and supplemental sub-lease agreements as supplements to the Lease and the Sub-Lease, respectively, in order to add or delete improvements and real property to the operation of such documents and to extend the terms of the Lease and the Sub-Lease; and
WHEREAS, the FCCFA proposes to issue presently estimated not to exceed $4,805,000 of Tax and Lease Revenue Anticipation and Refunding Bonds in one or more series (the “2017 Bonds”) as “Additional Bonds” pursuant to the Indenture to refund some or all of the outstanding Prior Bonds in order to achieve interest cost savings, which will benefit the FCCFA, the County, the City and their respective citizens and taxpayers; and
WHEREAS, Section 9.04 of the Lease and Section 9.03 of the Sub-Lease require the City and the County to consent to the issuance of such “Additional Bonds” so long as the Lease and Sub-Lease are in effect, and this Council desires to authorize such consent and supporting documents with respect to the 2017 Bonds; and
WHEREAS, the FCCFA, the County and the City desire to enter into a Supplemental Lease Agreement (the “Supplemental Lease”) and a Supplemental Sub-Lease Agreement (the “Supplemental Sub-Lease”) as additional supplements to the Lease and the Sub-Lease, respectively, in order to make any necessary amendments to the project description therein and to extend the terms of the Lease and the Sub-Lease through December 31, 2046; and
WHEREAS, an emergency exists in the offices of the Mayor and Department of Finance and Management in that the timely issuance of the 2017 Bonds will allow the FCCFA to take advantage of favorable market conditions in issuing the 2017 Bonds and refunding the outstanding Prior Bonds, which will result in savings inuring to the benefit of the City, its taxpayers and its citizens and therefore, the passage of this ordinance is necessary for the public peace, property, health and safety; now, therefore,
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF COLUMBUS:
SECTION 1. That the City hereby gives its consent, as required by Section 9.04 of the Lease and Section 9.03 of the Sub-Lease, to the issuance of the 2017 Bonds by the FCCFA. The Mayor and Director of Finance and Management, and either of them acting singly, are hereby authorized to execute and deliver such documents evidencing such consent and the issuance of the 2017 Bonds as shall be approved by the City Attorney and the officer executing the same, such execution to conclusively evidence such approvals.
SECTION 2. That the Mayor and the Director of Finance and Management, and either of them acting singly, are hereby authorized to execute and deliver the Supplemental Lease and the Supplemental Sub-Lease in such forms as shall be approved by the City Attorney and the officer executing the same; such officer’s execution and delivery to conclusively evidence such authorization and approval.
SECTION 3. That in order to comply with Rule 15c2-12 of the Securities and Exchange Commission, the Director of Finance and Management is hereby authorized to execute and deliver a continuing disclosure agreement (the “Continuing Disclosure Agreement”) in connection with the issuance of the 2017 Bonds in such form as such officer may approve; such officer’s execution and delivery shall be conclusive evidence of such authorization and approval. This Council hereby covenants that the City will comply with the provisions of the Continuing Disclosure Agreement, provided that failure to comply shall not constitute a default on the 2017 Bonds. Any holder of the 2017 Bonds may take such action as may be necessary and appropriate, including seeking such specific performance, to cause the City to comply with its obligations under this section and the Continuing Disclosure Agreement.
SECTION 4. That for the reasons stated in the preamble hereto, which is hereby made a part hereof, this ordinance is hereby declared to be an emergency measure and shall take effect and be in force from and after its passage and approval by the Mayor or ten days after passage if the Mayor neither approves nor vetoes the same.