* WARNING: THIS IS AN UNOFFICIAL, INTRODUCTORY COPY OF THE BILL.
THE OFFICIAL COPY CONSIDERED BY THE CITY COUNCIL IS THE FIRST READER COPY.
INTRODUCTORY*
CITY OF BALTIMORE
COUNCIL BILL
Introduced by: The Council President
At the request of: The Administration (Baltimore Development Corporation)
A BILL ENTITLED
AN ORDINANCE concerning
Title
Convention Center Hotel Revenue Obligations
FOR the purpose of authorizing and providing for the issuance, sale and delivery by the Mayor
and City Council of Baltimore of its revenue bonds, notes or other obligations, to be designated "Convention Center Hotel Revenue Bonds" (the "Revenue Obligations"), in the aggregate principal amount not exceeding $305,000,000 pursuant to the provisions of Article II, Section (50) of the Charter (defined herein), in order to use the proceeds for the public purpose of (a) financing and refinancing, the acquisition, demolition, construction, renovation, expansion, improvement, furnishing and equipping of a convention center headquarters hotel in the City of Baltimore, (b) funding capitalized interest on the Revenue Obligations to the extent deemed necessary and in accordance with any limitation on the period for such funding established by law, (c) paying the costs of issuance and all other related costs of the Revenue Obligations, (d) funding any working capital or reserve funds, (e) paying the cost of any pre-opening expenses of such hotel or reimbursing the City or Hotel Corporation (defined herein) for such costs, and (f) paying the expenses of the Hotel Corporation; making certain legislative findings, among others, concerning the public benefit and purpose of the Revenue Obligations; defining certain terms used in this Ordinance; authorizing the creation of a nonprofit, nonstock corporation (the "Hotel Corporation") to own and operate such hotel, authorizing the Hotel Corporation to have certain rights and to take certain actions in connection with the issuance of the Revenue Obligations, and prescribing certain terms and conditions for the organization of the Hotel Corporation; providing that the net proceeds from the sale of the Revenue Obligations be loaned to the Hotel Corporation pursuant to a loan agreement between the City and the Hotel Corporation (the "Loan Agreement"); providing that the Revenue Obligations shall be nonrecourse obligations payable solely and only from (i) the Pledged Revenues (as defined herein), (ii) amounts in any reserve fund established to secure the Revenue Obligations, (iii) unexpended proceeds of the Revenue Obligations, and (iv) other amounts legally available therefor; providing that the Revenue Obligations shall not ever constitute, within the meaning of Article XI, Section 7 of the Constitution of Maryland or any other constitutional, statutory or charter provision or otherwise a debt or general obligation of the City, the State of Maryland, or any other subdivision of the State of Maryland or a pledge of the full faith and credit or the taxing powers of the City, the State of Maryland, or any other subdivision of the State of Maryland; authorizing and empowering the Board of Finance of the City by resolution to take certain actions and to make certain commitments on behalf of the City, including, without limitation, (a) to provide that, the City in each fiscal year in which any Revenue Obligations are outstanding shall use its best efforts to obtain the appropriation of Hotel Tax Revenues, Tax Increment Revenues and Personal Property Tax Revenues (each as defined herein) in the amounts specified in the trust agreement (the "Indenture") between the City and the bank or trust company appointed as trustee thereunder (the "Trustee"), (b) to determine certain matters pertaining to the Revenue Obligations, including (without limitation) the form, terms, provisions, and any and all other details of the Revenue Obligations, the manner or method of issuing and selling the Revenue Obligations, and the terms upon which the Revenue Obligations shall be sold, (c) to approve the terms and provisions of the Indenture, the Loan Agreement and any other documents the Board of Finance determines are necessary and appropriate in connection with the issuance of the Revenue Obligations; (d) to grant liens and encumbrances in the Hotel and related improvements to secure the Revenue Obligations to the extent permitted by applicable law; and (e) to determine certain other matters with respect to the Revenue Obligations; authorizing certain City officials to execute and deliver the Revenue Obligations, the Indenture, the Loan Agreement and every other document the Board of Finance considers necessary for the execution and delivery of the Revenue Obligations and to do all acts and things necessary to carry out the provisions of this Ordinance; authorizing and providing for the refunding, renewal or refinancing from time to time by the City of the Revenue Obligations in whole or in part, by the issuance of refunding bonds, notes or other obligations, as the case may be (collectively, "Refunding Obligations") and determining certain matters with respect to such Refunding Obligations; providing that the Revenue Obligations and Refunding Obligations may be issued in one or more series as the Board of Finance by resolution may provide; authorizing the City to enter into an interest rate exchange agreement to improve the management of debt service or interest rate risks on the Revenue Obligations and Refunding Obligations or reduce the cost of servicing the Revenue Obligations and Refunding Obligations; providing for a special effective date; and generally providing for and determining various matters in connection with the authorization, issuance, security, sale and payment of the Revenue Obligations and Refunding Obligations.
Body
Recitals
A. For convenience of reference, Mayor and City Council of Baltimore, a body corporate and politic of the State of Maryland, is hereinafter sometimes referred to as the "City". The Charter of Baltimore City (1996 Edition, online update December 31, 2004) is hereinafter sometimes referred to as the "Charter".
B. Section (50)-Revenue Bonds and Obligations, of Article II of the Charter ("Section (50)") authorizes the City to borrow money through the issuance and sale of its bonds, notes or other obligations (including refunding bonds, notes or other obligations) for the accomplishment of any of the purposes, objects and powers of the City.
C. Section (50) further provides that the trust agreement related to any bonds, notes or other obligations may pledge the revenues from or arising in connection with property, facilities, developments and improvements whose financing is undertaken by such bonds, notes or other obligations.
D. Section (50) further provides that, notwithstanding any other provision of Section (50), bonds, notes and other obligations issued under Section (50) to finance or refinance the acquisition, demolition, construction, renovation, expansion, improvement, furnishing or equipping of facilities constituting "convention center facilities" under Section (50) maybe payable, as to both principal and interest, from Hotel Tax Revenues, provided that such Hotel Tax Revenues may not be irrevocably pledged to the payment of such principal and interest and the obligation to pay such principal and interest from such Hotel Tax Revenues shall be subject to annual appropriation by the City. Section (50) defines convention center facilities to include hotels.
E. Section (50) further authorizes the City to authorize and empower the Commissioners of Finance of the City (pursuant to Resolution 13 of Mayor and City Council of Baltimore, approved by the Mayor August 14, 1978, adopted by referendum on November 7, 1978, the powers of the Commissioners of Finance were vested in the Board of Finance, and hereinafter "Board of Finance" shall designate the former Commissioners of Finance) by resolution (i) to determine and set forth certain matters pertaining to such bonds, notes or other obligations and (ii) to do any and all things necessary, proper or expedient in connection with the issuance and sale of such bonds, notes or other obligations.
F. Section (62) - Tax Increment Financing, of Article II of the Charter (the "TIF Act") authorizes the City to designate an area within the City as a "development district" and to establish a special fund into which the City will deposit that portion of the taxes representing the levy on the tax increment (as defined in the TIF Act) that would normally be paid to the City. The TIF Act further authorizes the City to establish such special fund with respect to a development district, even though no bonds issued pursuant to the TIF Act have been issued by the City, and moneys in the special fund may be used (i) to pay or reimburse the City for debt service that the City is obligated to pay or has paid (whether as a general or limited obligation of the City) on bonds issued by the City, the proceeds of which have been used for any of the purposes specified in the TIF Act, including without limitation, the Revenue Obligations or the Refunding Obligations or (ii) be paid to the City to provide funds to be used for any legal purpose.
G. Pursuant to an Ordinance enacted prior to or simultaneously with this Ordinance (the "TIF Ordinance"), the City has:
(1) designated the Convention Center Hotel Development District (the "Development District");
(2) created the Convention Center Hotel Development District Tax Increment Fund;
(3) provided that the property taxes on real property in the Development District shall be divided as provided in the Tax Increment Act; and
(4) made other findings and determinations with respect to the Development District
H. Article 31, Section 34 of the Annotated Code of Maryland (2001 Replacement Volume and 2004 Cumulative Supplement) authorizes the City to enter into an interest rate exchange agreement or contract to improve the management of debt service or interest rate risk on its Revenue Obligations or reduce the cost of servicing its Revenue Obligations; provided that before the City enters into an interest rate exchange agreement or contract, the City shall enact a local law or resolution that shall authorize the transaction upon the terms and conditions established in the local law or resolution, or the City may delegate to an officer, official, board or agency specified in the law or resolution the power to provide for the final form, terms and provisions of the agreement or contract.
I. The City has determined that the financing of a publicly-owned headquarters hotel to be located adjacent to the Baltimore Convention Center (defined herein) will enhance operations at the Baltimore Convention Center and promote economic development in the City. To implement the acquisition of such hotel, the City desires to create a public, non-profit corporation, to construct and operate such hotel. The City wishes to provide for organization and governance of such corporation and authorize such corporation to take actions and pledge certain collateral in connection with the Revenue Obligations.
J. The City has determined to issue and sell its Revenue Obligations in an aggregate principal amount not to exceed $305,000,000 and to loan the proceeds thereof to the Hotel Corporation to finance and refinance the acquisition, demolition, construction, renovation, expansion, improvement, furnishing and equipping of the Hotel (defined herein), to pay the costs of issuance and fund working capital and reserve funds for the Revenue Obligations, including reserves for the payment of interest on the Revenue Obligations, pay the cost of any pre-opening expenses of the Hotel or reimburse the City or Hotel Corporation for such costs, and paying the expenses of the Hotel Corporation.
SECTION 1. BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF BALTIMORE, That it is hereby found and determined that the presence in the City of Baltimore of a modern convention center headquarters hotel which will meet the demands of users of convention center facilities is vital to the promotion and retention of convention and meeting business and tourism in the City of Baltimore and the State of Maryland. The convention and meeting business and tourism are vital to the economy of the City of Baltimore, the Baltimore metropolitan area and the State of Maryland. The City desires to continue and increase the role of the City's existing convention center facilities (the "Baltimore Convention Center") in attracting convention and meeting business and tourism to the City of Baltimore and the State of Maryland. The financing and construction of the Hotel serves the public benefit and purpose of the City by enhancing the City's ability to attract and meet the demand of larger conventions and to permit more efficient and effective operation of the Baltimore Convention Center.
SECTION 2. AND BE IT FURTHER ORDAINED, That, in addition to any other terms defined elsewhere in this Ordinance, the following terms shall have the following meanings in this Ordinance:
(a) "City-Wide Hotel Tax Revenues" means all revenues and receipts of the City from the hotel room tax levied and collected by the City pursuant to Article 28, Subtitle 21, inclusive of the Baltimore City Code, as amended, replaced or supplemented from time to time, but shall not include that portion of the hotel room tax revenues and receipts appropriated by the City to the payment of the principal of, premium, if any, and interest on bonds issued by the City to finance or refinance the Baltimore Convention Center.
(b) "Debt Service Requirement" means, for any fiscal year of the City, the amount of all payments of principal, premium, if any, and interest payable on the Revenue Obligations and Refunding Obligations for such period.
(c) "Hotel" means the headquarters hotel for the Baltimore Convention Center which is expected to include:
(1) the Land;
(2) a state-of-the-art building containing a minimum of 750 guest rooms, a ballroom and an area or areas for meeting space;
(3) structured parking at or adjoining the Hotel located on the Land;
(4) street-level retail and outdoor public spaces;
(5) pedestrian bridges across Eutaw Street and Howard Street connecting the Hotel to the Baltimore Convention Center;
(6) other complimentary and related amenities and furniture, fixtures and equipment associated with the Hotel's operation;
(7) other facilities and properties used or useful or having present capacity for future use as, or in connection with the foregoing.
(d) "Hotel Revenues" means the revenues and receipts from or arising in connection with the operation of the Hotel as described in the Loan Agreement.
(e) "Hotel Tax Revenues" means, collectively, the City-Wide Hotel Tax Revenues and the Site Specific Hotel Tax Revenues.
(f) "Land" means Lots 6A, 6B, 7A and 7B as set forth in the Inner Harbor West Urban Renewal Plan, as amended, together with the adjoining roads, highways, alleys, rights-of-way and other similar property (as the same may be renumbered or redesignated as a result of any resubdivision or consolidation of such property), shown on the map attached to this Ordinance as Exhibit A, and made a part of this Ordinance. Ownership of the Land will be transferred by the City to the Hotel Corporation to facilitate the construction of the Hotel.
(g) "Loan Agreement" means the loan agreement to be executed by the City and the Hotel Corporation pursuant to which the City will lend the proceeds of the Revenue Obligations to the Hotel Corporation.
(h) "Maximum Annual Debt Service Requirement" means the greatest amount of Debt Service Requirement in any fiscal year of the City during which the Revenue Obligations and the Refunding Obligations are outstanding, as defined in the Indenture.
(i) "Personal Property Tax Revenues" means an amount equal to all revenues and receipts of the City from the tax levied on the personalty of the Hotel and collected by the City pursuant to Article 28, Subtitle 4, inclusive of the Baltimore City Code, as amended, replaced or supplemented from time to time.
(j) "Pledged Revenues" means (i) all or a portion of the loan payments made by the Hotel Corporation to the City pursuant to the Loan Agreement from Hotel Revenues, (ii) all or a portion of the Site Specific Hotel Tax Revenues, but only to the extent that the Site Specific Hotel Tax Revenues are appropriated by the City to the payment of the principal of, premium, if any, and interest on the Revenue Obligations or Refunding Obligations and for other purposes as provided under the Indenture, (iii) all or a portion of the City-Wide Hotel Tax Revenues in an amount not to exceed, in any fiscal year, 25% of the Maximum Annual Debt Service Requirement of the Revenue Obligations or Refunding Obligations but only to the extent that the City-Wide Hotel Tax Revenues are appropriated by the City to the payment of the principal of, premium, if any, and interest on the Revenue Obligations and Refunding Obligations and for other purposes as provided under the Indenture, (iv) all or a portion of the Personal Property Tax Revenues, but only to the extent that the Personal Property Tax Revenues are appropriated by the City to the payment of the principal of, premium, if any, and interest on the Revenue Obligations or Refunding Obligations and for other purposes as provided under the Indenture, and (v) all or a portion of the Tax Increment Revenues but only to the extent that the Tax Increment Revenues are appropriated by the City to payment of, premium, if any, on and interest on the Revenue Obligations and Refunding Obligations and for other purposes as provided in the Indenture, each as determined by the Board of Finance.
(k) "Refunding Obligations" means refunding bonds, notes or other obligations issued by the City to refund, renew, refinance, defease or prepay any Revenue Obligations or Refunding Obligations.
(l) "Revenue Obligations" means revenue bonds, notes or other obligations issued by the City to provide funds for the financing of the Hotel.
(m) "Site Specific Hotel Tax Revenues" means an amount equal to all revenues and
receipts of the City from the hotel room tax levied on all gross amounts of money paid to the owners or operator of the Hotel by transient guests occupying rooms and collected by the City pursuant to Article 28, Subtitle 21, inclusive of the Baltimore City Code, as amended, replaced or supplemented from time to time but shall not include the portion of the Hotel Tax Revenues appropriated by the City to the payment of the principal of, premium, if any, and interest on bonds issued by the City to finance or refinance the Baltimore Convention Center.
(n) "Tax Increment Revenues" means the revenues and receipts from the property taxes representing the levy of the tax increment (as defined in the TIF Ordinance) that would normally be paid to the City, including any scheduled payments thereof, interest thereon and a portion of the net proceeds of the redemption or sale of property sold as a result of foreclosure of the lien equal to the amount of such lien and interest thereon, including any penalties collected in connection with delinquent taxes but excluding any expenses of sale or any other administrative expenses collected by the City in connection with such delinquent taxes, in each case to the extent attributable to such levy, but only to the extent that such amounts are appropriated by the City. No statewide property taxes constitute Tax Increment Revenues.
(o) "Trustee" means the bank or trust company appointed by the Board of Finance pursuant to this Ordinance to act as Trustee under the Indenture.
SECTION 3. AND BE IT FURTHER ORDAINED, That the City hereby authorizes the creation of a Maryland non-profit, non-stock corporation, to be known as the "Baltimore Hotel Corporation" or such other name as shall be approved by the Board of Finance (the "Hotel Corporation") to have certain legal rights including the right to borrow the proceeds of the Revenue Obligations and to own and oversee the construction and management of the Hotel. The Hotel Corporation is hereby authorized to pledge the Hotel Revenues, the Hotel, including the Land and all improvements thereon and any other collateral that the Hotel Corporation is authorized by law or resolution to pledge, to secure its obligations under the Loan Agreement, including to pay the principal of, premium, if any, and interest on the Revenue Obligations and the Refunding Obligations, to pay all operating expenses of the Hotel, to fund operating, capital improvement and other reserves, and for other purposes as set forth in the Indenture and as approved by the Board of Finance.
The Hotel Corporation shall not be a municipal agency of the City as defined in Section 2(j) - General Provisions, of Article I of the Charter or under any state law and its officers and employees are not agents, officials or employees of the City.
The Hotel Corporation shall indemnify and hold harmless the City and its officers, agents, and employees against all acts, conditions, damages, suits, claims, and liabilities arising out of or in connection with any activities of the Hotel Corporation or of its board of directors, executive director, officers, agents, or employees.
The Hotel Corporation shall (i) maintain adequate books and records and (ii) prepare, or cause to be prepared, audited financial statements in accordance with generally accepted accounting principles. A copy of the audited financial statements the Hotel Corporation's annual budget and other financial information and reports as shall be requested shall be delivered to the Mayor, the President of the City Council, and the Board of Estimates no later than 180 days following the close of the fiscal year of the Hotel Corporation. The Hotel Corporation shall also allow the City or its representatives to inspect its books upon reasonable notice.
The Charter documents of the Hotel Corporation shall provide that, among other things, (i) the Hotel Corporation is established to assist the City in accomplishing an essential governmental function of enhancing economic development within the City by promoting and expanding the use of the Baltimore Convention Center, (ii) the Hotel Corporation shall be operated as a non-profit corporation, none of the income of which shall inure to the benefit of any private person or entity, (iii) the City shall have the right, upon the payment in full of the Revenue Obligations or Refunding Obligations, to become the unencumbered owner of the Hotel and all other assets of the Hotel Corporation, (iv) upon the retirement of the Revenue Obligations and the Refunding Obligations and the dissolution of the Hotel Corporation, all assets of the Hotel Corporation shall vest in the City, (v) all income derived from the operation of the Hotel, after payment of all debt service, and the funding of reserves and other amounts payable under the Indenture, and the payment of operating expenses of the Hotel Corporation and other costs of the Hotel Corporation, shall be paid to the City, and (vi) such other terms and provisions as shall be approved by the Board of Finance. The Hotel Corporation may adopt by-laws for the management and regulation of its affairs.
SECTION 4. AND BE IT FURTHER ORDAINED, That the powers of the Hotel Corporation shall be exercised by a Board of Directors of the Hotel Corporation (the "Board"). The Board shall (i) have a minimum of nine and a maximum of fifteen members, (ii) initially consist of nine voting members of which a majority shall be members who are not employees or officials of the City, (iii) be comprised of five ex-officio members to include (a) the Mayor or his or her designee, (b) the President of the City Council or his or her designee, (c) the Comptroller of the City, (d) the Director of Finance and (e) the President of the Baltimore Development Corporation and four individuals who are not officials or employees of the City, initially selected by the Mayor and thereafter any vacancies shall be filled by individuals nominated and elected by the Board. At least one such member shall have hotel and hospitality experience. Eligibility criteria and term limitation provisions shall be set forth in the by-laws adopted by the Hotel Corporation.
The Board (i) may not pledge the full faith and credit of the City or otherwise obligate the City to any borrowing or contract, (ii) does not have any taxing authority, (iii) may not exercise the power of eminent domain and (iv) may not issue any public bonds.
SECTION 5. AND BE IT FURTHER ORDAINED, That the issuance, sale and delivery of Revenue Obligations in an aggregate principal amount not to exceed $305,000,000 hereby designated "Convention Center Hotel Revenue Bonds" are hereby authorized, subject to the provisions of this Ordinance and the Indenture between the City and the Trustee.
SECTION 6. AND BE IT FURTHER ORDAINED, That the net proceeds from the sale of the Revenue Obligations authorized to be issued and sold by this Ordinance shall be loaned to the Hotel Corporation pursuant to the Loan Agreement and used and applied for the public purposes of (i) financing and refinancing the acquisition, demolition, construction, renovation, expansion, improvement, furnishing and equipping of the Hotel, (ii) paying the cost of issuance and sale of the Revenue Obligations, including (without limitation), underwriting costs, consulting fees, credit enhancement fees (including bond insurance premiums and letter of credit fees) and all other incidental related expenses, (iii) funding capitalized interest on any series of Revenue Obligations to the extent deemed necessary and in accordance with any limitation on the period for such funding established by law, (iv) paying the cost of any pre-opening expenses of the Hotel or reimbursing the City or Hotel Corporation for such costs, (v) paying the expenses of the Hotel Corporation, and (vi) (to the extent provided by resolution of the Board of Finance adopted pursuant to this Ordinance) to fund a debt service reserve fund and other working capital or reserve funds as provided in the Indenture.
SECTION 7. AND BE IT FURTHER ORDAINED, That the Revenue Obligations shall be solely and exclusively payable from the (i) Pledged Revenues, (ii) amounts in any reserve fund established to secure the Revenue Obligations, (iii) unexpended proceeds of the Revenue Obligations and (iv) other amounts legally available therefore. Additionally, the Board of Finance may authorize additional security for the Revenue Obligations by (i) insuring the Revenue Obligations through bond insurance provided by one or more bond insurers selected by the Board of Finance, or through one or more letters of credit, lines of credit, standby bond purchase agreements or other financial guaranty issued or entered into by one or more banks or financial institutions selected by the Board of Finance; (ii) such other security as the Board of Finance may approve including, but not limited to, a lien on the Hotel; or (iii) any combination of (i) and (ii). The Tax Increment Revenues, the Hotel Tax Revenues and the Personal Property Tax Revenues, however, are not irrevocably pledged to the payment of the principal of and interest on the Revenue Obligations or to the other purposes provided in the Indenture and the obligation to make any such payment is subject to annual appropriation by the City. Revenue Obligations issued under this Ordinance and the Indenture do not constitute, within the meaning of Article XI, Section 7 of the Constitution of Maryland or any other Constitutional, Statutory or Charter Provision, (i) a debt or general obligation of the City, the State of Maryland or any other subdivision of the State of Maryland or (ii) a pledge or an involvement of the faith and credit or the taxing powers of the City, the State of Maryland, or any other subdivision of the State of Maryland.
SECTION 8. AND BE IT FURTHER ORDAINED, That the City hereby authorizes the Board of Finance, unless the City shall otherwise prescribe prior to the issuance and delivery of the Revenue Obligations, by resolution to take the following actions and to make the following commitments on behalf of the City:
(1) to covenant that, subject to applicable law and public policy, in each fiscal year in which any Revenue Obligations are outstanding, the City shall use its best efforts to obtain the appropriation of Hotel Tax Revenues, Tax Increment Revenues and the Personal Property Tax Revenues in the amount specified in the Indenture;
(2) to determine the form, terms, and provisions of the Revenue Obligations, including the principal amount, rate or rates of interest, denomination or denominations, date or dates and maturity or maturities of the Revenue Obligations, the time or times of issuance thereof and any and all other details of the Revenue Obligations;
(3) to determine the manner or method of issuing and selling the Revenue Obligations (including negotiated or competitive bid sale), the terms upon which the Revenue Obligations are to be sold and the selection of the underwriters or placement agents for the Revenue Obligations;
(4) to prepare and distribute such preliminary and final official statements or placement memoranda as the Board of Finance deems necessary and appropriate in connection with the sale of the Revenue Obligations;
(5) to approve the terms and provisions of the Indenture, which may (i) pledge and assign the Pledged Revenues, (ii) authorize other security for the Revenue Obligations, including bond insurance or any other financial guaranty, subject to the provisions of applicable law and this Ordinance, (iii) permit the assignment of the City's obligations under the Indenture and the Pledged Revenues as is in the public interest, (iv) permit that Hotel Revenues be used or applied solely to pay debt service on the Revenue Obligations, to fund operating and other reserve funds, to repay other obligations of the Hotel or the Hotel Corporation and otherwise as forth in the Indenture, and (v) contain whatever other provisions are deemed reasonable and proper for the security of the Bondholders, and appoint a Trustee for the Revenue Obligations;
(6) to approve the terms and provisions of the Loan Agreement, including the security for the repayment and other obligations of the Hotel Corporation thereunder;
(7) to approve the terms and provisions of any other documents as the Board of Finance deems necessary or appropriate in connection with the issuance of the Revenue Obligations;
(8) to grant liens and encumbrances in the City's interest or interests in the Hotel and related improvements to secure the Revenue Obligations and the Refunding Obligations to the extent permitted by applicable law; and
(9) to perform any and all actions necessary or deemed appropriate by such Board in order to effect the issuance, sale and delivery of the Revenue Obligations in accordance with and pursuant to this Ordinance.
SECTION 9. AND BE IT FURTHER ORDAINED, That, prior to the sale of the Revenue Obligations, the Board of Finance, unless the Cityshall otherwise prescribe, may determine by resolution:
(1) provisions for authentication and delivery of the Revenue Obligations;
(2) the manner of registration and transfer of the Revenue Obligations;
(3) the details of the procedure for the redemption of the Revenue Obligations;
(4) provisions for creation, holding and disbursement of the funds and accounts to be held by the Trustee or the City in connection with the Revenue Obligations;
(5) provisions for the security for and investment of moneys and securities held by the Trustee;
(6) remedies for Bondholders in the event of default;
(7) the duties, rights and immunities of the Trustee;
(8) the manner of execution of instruments by Bondholders and the method of proof of ownership of the Revenue Obligations;
(9) provisions for modification of this Ordinance;
(10) provisions for defeasance of the Revenue Obligations; and
(11) such other matters in connection with the transactions contemplated herein as may be
deemed appropriate by the Board of Finance.
Any resolution or resolutions adopted pursuant to this Ordinance shall be deemed to be of an administrative nature.
SECTION 10. AND BE IT FURTHER ORDAINED, That,
(a) The Revenue Obligations shall be executed in the name of the City and on its behalf by the Mayor, by manual or facsimile signature. The corporate seal of the City or a facsimile of it shall be impressed or otherwise reproduced on the Revenue Obligations and attested by the Custodian or Alternate Custodian of the City Seal by manual, or facsimile signature.
(b) The Indenture, the Loan Agreement and each and every other document the Board of Finance considers necessary for the issuance, sale and delivery of the Revenue Obligations shall be executed in the name of the City and on its behalf by the Mayor or Director of Finance, by manual signature and, if necessary, the corporate seal of the City or a facsimile of it shall be impressed or otherwise reproduced on the documents and attested by the Custodian or Alternate Custodian of the City Seal, by manual signature.
(c) If any officer whose signature or countersignature or a facsimile of whose signature or countersignature appears on the Revenue Obligations or any other document ceases to be an officer before the delivery of the Revenue Obligations or any other document, the signature or countersignature or the facsimile shall nevertheless be valid and sufficient for all purposes, as if the officer had remained in office until delivery.
(d) The Mayor, the Director of Finance, the Custodian of the City Seal and the Alternate Custodian of the City Seal, and other officials of the City are authorized and empowered to do all acts and things and execute all documents and certificates as the Board of Finance determines to be necessary to carry out the provisions of this Ordinance.
SECTION 11. AND BE IT FURTHER ORDAINED, That the Board of Finance is hereby authorized to refund or advance refund the Revenue Obligations, at any time or from time to time, through the issuance of Refunding Obligations. Refunding Obligations shall be issued pursuant to one or more resolutions adopted by the Board of Finance, which resolution(s) shall specify (i) the terms and conditions upon which the Refunding Obligations will be issued, (ii) the plan or method by which the Revenue Obligations will be refunded, and (iii) such other matters as the Board of Finance shall deem necessary or advisable to determine by resolution including, but not limited to, the powers enumerated in Section 8 and Section 9 herein pertaining to Revenue Obligations. It is hereby expressly provided that the issuance of Refunding Obligations hereunder shall not be subject to any dollar limitations set forth in this Ordinance; provided, however, that the proceeds of such Refunding Obligations shall be used solely to refund Revenue Obligations and pay costs associated therewith (including, without limitation, the costs of issuing such Refunding Obligations). The Refunding Obligations shall be secured as set forth in Section 7 of this Ordinance, subject to any changes to such security as shall be set forth in the resolution of the Board of Finance described in this Section 11. The Tax Increment Revenues, the Hotel Tax Revenues and the Personal Property Tax Revenues, however, are not irrevocably pledged to the payment of the principal of and interest on the Refunding Obligations or to the other purposes provided in the Indenture and the obligation to make any such payment is subject to annual appropriation by the City. Refunding Obligations issued under this Ordinance and the Indenture do not constitute, within the meaning of Article XI, Section 7 of the Constitution of Maryland or any other Constitutional, statutory or charter provision, (i) a debt or general obligation of the City, the State of Maryland or any other subdivision of the State of Maryland or (ii) a pledge or an involvement of the faith and credit or the taxing powers of the City, the State of Maryland, or any other subdivision of the State of Maryland.
SECTION 12. AND BE IT FURTHER ORDAINED, That the Board of Finance is hereby authorized and empowered to adopt one or more resolutions from time to time, either before or after the issuance, sale and delivery of the Revenue Obligations and Refunding Obligations, to supplement the resolution or resolutions referred to in the provisions of Sections 8, 9 and 11 hereof, and thereby approve amendments or supplements to or substitutes for the forms and provisions of the Revenue Obligations, the Refunding Obligations, the Indenture, the Loan Agreement, and all other documents approved by such resolution or resolutions, provided that each supplemental resolution and each amendment, supplement or substitute shall be in accordance with the provisions of the Ordinance and the documents executed in connection with the Revenue Obligations and the Refunding Obligations and then in effect.
SECTION 13. AND BE IT FURTHER ORDAINED, That the Board of Finance may approve the issuance of and that the Revenue Obligations and Refunding Obligations may be issued in one or more series from time to time as the Board of Finance by resolution, adopted pursuant to this Ordinance, deems necessary or appropriate.
SECTION 14. AND BE IT FURTHER ORDAINED, That the City is empowered and authorized to enter into one or more interest rate exchange agreements or contracts providing for payments based on levels of or changes in interest rates, or combinations of the foregoing and to appoint any agents necessary to implement and administer the interest rate exchange agreements or contracts. The interest rate exchange agreements or contracts may be entered into in connection with, or incidental to, the Revenue Obligations or Refunding Obligations prior to, at the time of, or subsequent to, the issuance of any of the Revenue Obligations or Refunding Obligations. The Board of Finance, by resolution, may approve (i) the execution and delivery of the interest rate exchange agreement or contract, (ii) the final form, terms and provisions of the interest rate exchange agreement or contract, after giving due consideration to the creditworthiness of the counterparty or counterparties, and (iii) such other matters in connection with the transactions contemplated by the interest rate exchange agreement or contract as may be deemed appropriate by the Board of Finance.
SECTION 15. AND BE IT FURTHER ORDAINED, That, if any action on any matter delegated to the Board of Finance, or authorized for implementation by the Board of Finance shall not be acted upon by the Board of Finance, such actions and matters may be acted upon or implemented by a resolution, approved by the City Council of the City, which is subsequently approved by the Mayor or acting Mayor of the City.
SECTION 16. AND BE IT FURTHER ORDAINED, That the provisions of this Ordinance are severable, and if any provision, sentence, clause, section or part thereof is held illegal, invalid or unconstitutional or inapplicable to any person or circumstances, such illegality, invalidity or unconstitutionality, or inapplicability shall not affect or impair any of the remaining provisions, sentences, clauses, sections, or parts of this Ordinance or its application to other persons or circumstances. It is hereby declared to be the legislative intent that this Ordinance would have been adopted if such illegal, invalid or unconstitutional provision, sentence, clause, section or part had not been included therein, and if the person or circumstances to which this Ordinance or any part thereof is inapplicable had been specifically exempted therefrom.
SECTION 17. AND BE IT FURTHER ORDAINED, That in the construction of this Ordinance the singular number shall include the plural number and the plural the singular.
SECTION 18. AND BE IT FURTHER ORDAINED, That this Ordinance shall take effect on the date it is enacted.
EXHIBIT A
Description of Land
dlr05-0218~intro/13Apr05
Revob/ConvCenterHotel/nbr
dlr05-0218~intro/13Apr05
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Revob/ConvCenterHotel/nbr