HomeMy WebLinkAboutOrdinance 17-24RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No17-24 Passed
PROVIDING FOR THE ISSUANCE AND SALE OF BONDS IN
THE MAXIMUM PRINCIPAL AMOUNT OF $15,300,000 FOR
THE PURPOSE OF PAYING THE COSTS OF ACQUIRING
APPROXIMATELY 137 ACRES OF REAL PROPERTY
LOCATED SOUTH OF S.R. 161 AND WEST OF HOUCHARD
ROAD IN MADISON AND FRANKLIN COUNTIES AND
BOUNDED GENERALLY BY COSGRAY ROAD AND DUBLIN
PARK DRIVE, INCLUDING BUILDINGS AND STRUCTURES
THEREON AND PROVIDING FOR THE SITE PREPARATION
THEREOF, ALL IN SUPPORT OF ECONOMIC DEVELOPMENT
AND JOB CREATION WITHIN THE CITY
WHEREAS, the City of Dublin, Ohio (the “C/t/”) is authorized by virtue of the
laws of the State of Ohio, including, without limitation, Section 13 of Article VIII,
Ohio Constitution and Chapter 165 of the Ohio Revised Code (collectively, the
“Act’), among other things, to issue bonds or notes to acquire, construct,
furnish, equip or improve a “project” as defined in Section 165.01 of the Ohio
Revised Code, for the purpose of creating or preserving jobs and employment
opportunities and improving the economic welfare of the people of the City and
of the State of Ohio; and
WHEREAS, to expedite and facilitate the economic development of the various
parcels, the City has determined to facilitate the acquisition of certain real
property, including buildings and structures thereon and providing for the site
preparation thereof, all in support of economic development and job creation
within the City, and this City Council finds and determines that the City should
issue nontax revenue bonds of the City for the purpose of paying the costs of
providing for the Project (defined below);
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
State of Ohio, lo of the elected members concurring, that:
Section 1. Definitions and Interpretation. In addition to the words and terms
elsewhere defined in this Ordinance, unless the context or use clearly indicates
another or different meaning or intent:
“ Act’ means the laws of the State of Ohio, including, without limitation, Section
13 of Article VIII of the Ohio Constitution and Chapter 165 of the Ohio Revised
Code.
“ Authorized Denominations” means the denomination of $5,000 or any integral
multiple in excess thereof.
“ Bond Proceedings” means, collectively, this Ordinance, the Certificate of Award
and such other proceedings of the City, including the Bonds, that provide
collectively for, among other things, the rights of holders of the Bonds.
“Bond Register’ means all books and records necessary for the registration,
exchange and transfer of Bonds as provided in Section 6.
“Bond Registrar’ means the Director of Finance, the Original Purchaser or a
bank or trust company authorized to do business in the State of Ohio and
designated by the Director of Finance in the Certificate of Award pursuant to
Section 5 as the initial authenticating agent, bond registrar, transfer agent and
paying agent for the Bonds under the Certificate of Award and until a successor
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
17-24 Page 2 of 13
Ordinance No. Passed ;
Bond Registrar shall have been designated by the City and, thereafter, “Bond
Registrar” shall mean the successor Bond Registrar.
“Bonds” means, collectively, the Serial Bonds and the Term Bonds, each as is
designated as such in the Certificate of Award.
“Certificate of Award’ means the certificate authorized by Section 7, to be
executed by the Director of Finance, setting forth and determining those terms
or other matters pertaining to the Bonds and their issuance, sale and delivery
as this Ordinance requires or authorizes to be set forth or determined therein.
“City Manager’ means the City Manager of the City or any person serving in an
interim or acting capacity with respect to that office.
“Clerk of Council’ means the Clerk of Council of the City or any person serving
in an interim or acting capacity with respect to that office.
“Closing Date’ means the date of physical delivery of, and payment of the
purchase price for, the Bonds.
“ Director of Finance’ means the Director of Finance of the City or any person
serving in an interim or acting capacity with respect to that office.
“ Director of Law’ means the Director of Law of the City or any person serving
in an interim or acting capacity with respect to that office or as an assistant
thereto.
“Economic Development Bond Retirement Fund’ means the Economic
Development Bond Retirement Fund heretofore created pursuant to Ordinance
No. 64-15 (Amended) passed by the City Council on September 8, 2015 and
continued pursuant to Section 8 and from which principal and interest are paid
on the Bonds.
“Financing Costs" shall have the meaning given in Section 133.01 of the Ohio
Revised Code.
“Interest Payment Dates” means, unless otherwise specified in the Certificate
of Award, June 1 and December 1 of each year that the Bonds are outstanding,
commencing on the date specified in the Certificate of Award.
“Mandatory Redemption Date" shall have the meaning set forth in Section 4(b).
“Mandatory Sinking Fund Redemption Requirements” shall have the meaning
set forth in Section 4(e)(i).
“Vontax Revenues” means all moneys of the City which are not moneys raised
by taxation, to the extent available for such purposes, including, but not limited
to the following: (a) grants from the United States of America and the State of
Ohio; (b) payments in lieu of taxes now or hereafter authorized by State statute;
(c) fines and forfeitures which are deposited in the City's General Fund; (d) fees
deposited in the City’s General Fund from properly imposed licenses and
permits; (e) investment earnings on the City’s General Fund and which are
credited to the City’s General Fund; (f) investment earnings of other funds of
the City that are credited to the City’s General Fund; (g) proceeds from the sale
of assets which are deposited in the City’s General Fund; (h) rental income
which is deposited in the City’s General Fund; (i) gifts and donations; and
(j) proceeds from the sale of any portion of the Project.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ly aZ4 Page 3 of 13
Ordinance No. Passed
“Original Purchaser’ means the Director of Finance or the purchaser of the
Bonds specified in the Certificate of Award.
“Outstanding Nontax Revenue Bonds" means, collectively, the City’s
outstanding Special Obligation Nontax Revenue Bonds, Series 2015A (Tax-
Exempt) and the Special Obligation Nontax Revenue Bonds, Series 2015B
(Federally Taxable).
“Payment Date’ means, as the case may be, an Interest Payment Date and/or
a Principal Payment Date.
“Principal Payment Dates” means, unless otherwise specified in the Certificate
of Award, December 1 in each of the years from and including 2026 to and
including 2030; provided that the Principal Payment Dates may be advanced or
deferred by such number of years as determined by the Director of Finance,
and provided further that in no case shall the final Principal Payment Date
exceed thirty (30) years from the Closing Date, all of which determinations Shall
be made by the Director of Finance in the Certificate of Award in such manner
as to be in the best interest of and financially advantageous to the City.
“ Serial Bonds” means those Bonds designated as such and maturing on the
dates set forth in the Certificate of Award, bearing interest payable on each
Interest Payment Date and not subject to mandatory sinking fund redemption.
“ Term Bonds” means those Bonds designated as such and maturing on the date
or dates set forth in the Certificate of Award, bearing interest payable on each
Interest Payment Date and subject to mandatory sinking fund redemption.
Capitalized terms not otherwise defined in this Ordinance have the meanings
assigned to them in the Act. The captions and headings in this Ordinance are
solely for convenience of reference and in no way define, limit or describe the
scope or intent of any Sections, subsections, paragraphs, subparagraphs or
clauses hereof. Reference to a Section means a section of this Ordinance unless
otherwise indicated. |
Section 2. Findings. This City Council hereby finds and determines that the
Project is a “project” as described in the Act and is consistent with the purposes
of Section 13 of Article VIII, Ohio Constitution; that the utilization of the Project
is in furtherance of the purposes of the Act and will benefit the people of the
City and of the State of Ohio by creating or preserving jobs and employment
opportunities and improving the economic welfare of the people of the City and
of the State of Ohio; and that the amount necessary to finance the Project will
require the issuance, sale and delivery of the Bonds, which Bonds shall be
payable and secured as provided herein.
Section 3. Authorized Principal Amount and Purpose; Application of Proceeds.
This City Council determines that it is necessary and in the best interest of the
City to issue bonds of this City in the maximum principal amount of $15,300,000
(the “Bonds”) for the purpose of paying the costs of acquiring approximately
137 acres of real property located south of S.R. 161 and west of Houchard Road
in Madison and Franklin Counties and bounded generally by Cosgray Road and
Dublin Park Drive, including buildings and structures thereon and providing for
the site preparation thereof, all in support of economic development and job
creation within the City (the “Project’). The Bonds shall be issued pursuant to
the Act, the Charter of the City, this Ordinance and the Certificate of Award.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
17-24 Page 4 of 13
Ordinance No. Passed ;
The principal amount of Bonds to be issued shall not exceed the maximum
principal amount specified in this Section 3 and shall be an amount determined
by the Director of Finance in the Certificate of Award to be the principal amount
of Bonds that is required to be issued at this time for the purpose stated in this
Section 3, taking into account the costs of the Project, the estimates of the
Financing Costs and the interest rates on the Bonds.
The proceeds from the sale of the Bonds received by the City (or withheld by
the Original Purchaser on behalf of the City) shall be paid into the proper fund
or funds, and those proceeds are hereby appropriated and shall be used for the
purpose for which the Bonds are being issued, including without limitation but
only to the extent not paid by others, the payment of the costs of issuing and
servicing the Bonds, printing and delivery of the Bonds, legal services including
obtaining the approving legal opinion of bond counsel, fees and expenses of
any municipal advisor, paying agent, and all other Financing Costs and costs
incurred incidental to those purposes. The Certificate of Award may authorize
the Original Purchaser to withhold certain proceeds from the purchase price of
the Bonds to provide for the payment of Financing Costs related to the Bonds
on behalf of the City. Any portion of those proceeds received by the City
representing premium (after payment of any Financing Costs identified in the
Certificate of Award) or accrued interest shall be paid into the Economic
Development Bond Retirement Fund.
Section 4. Denominations; Dating; Principal and Interest Payment and
Redemption Provisions. The Bonds shall be issued in one lot and only as fully
registered bonds, in Authorized Denominations, but in no case as to a particular
maturity date exceeding the principal amount maturing on that date. The Bonds
shall be dated as provided in the Certificate of Award, provided that their dated
date shall not be more than sixty (60) days prior to the Closing Date. If
requested by the Original Purchaser, the Director of Finance is hereby
authorized to prepare one bond representing the aggregate principal amount of
Bonds maturing on all of the Principal Payment Dates, all as set forth in the
Certificate of Award. The Bonds may be issued as (i) a single fully registered
Serial Bond with principal installments payable in amounts equal to the principal
amounts of the Bonds stated to mature or be payable pursuant to Mandatory
Sinking Fund Redemption Requirements on the respective Principal Payment
Dates or (ii) one or more fully registered Term Bonds with Mandatory Sinking
Fund Redemption Requirements in amounts equal to the principal amount of
the Bonds stated to mature or be payable pursuant to Mandatory Sinking Fund
Redemption Requirements on the respective Principal Payment Dates.
(a) Interest Rates and Payment Dates. The Bonds shall bear interest at the
rate or rates per year (computed on the basis of a 360-day year consisting of
twelve 30-day months) as shall be determined by the Director of Finance,
subject to subsection (c) of this Section 4, in the Certificate of Award. Interest
on the Bonds shall be payable at such rate or rates on the Interest Payment
Dates until the principal amount has been paid or provided for. The Bonds shall
bear interest from the most recent date to which interest has been paid or
provided for or, if no interest has been paid or provided for, from their date.
(b) Principal Payment Schedule. The Bonds shall mature or be payable
pursuant to Mandatory Sinking Fund Redemption Requirements on the Principal
Payment Dates in principal amounts as shall be determined by the Director of
Finance, subject to subsection (c) of this Section 4, in the Certificate of Award,
which determination shall be in the best interest of and financially advantageous
to the City.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
17-24 Page 5 of 13
Ordinance No. Passed ‘
Consistent with the foregoing and in accordance with the determination of the
best interest of and financial advantages to the City, the Director of Finance
shall specify in the Certificate of Award (i) the aggregate principal amount of
Bonds to be issued as Serial Bonds, the Principal Payment Date or Dates on
which those Bonds shall be stated to mature and the principal amount thereof
that shall be stated to mature on each such Principal Payment Date and (ii) the
aggregate principal amount of Bonds to be issued as Term Bonds, the Principal
Payment Date or Dates on which those Bonds shall be stated to mature, the
principal amount thereof that shall be stated to mature on each such Principal
Payment Date, the Principal Payment Date or Dates on which Term Bonds Shall
be subject to mandatory sinking fund redemption (each a “Mandatory
Redemption Daté’) and the principal amount thereof that shall be payable
pursuant to Mandatory Sinking Fund Redemption Requirements on each
Mandatory Redemption Date.
(c) Conditions for Establishment_of Interest Rates and Principal Payment
Dates and Amounts. The net interest cost for the Bonds determined by taking
into account the respective principal amounts of the Bonds and terms to
maturity or Mandatory Sinking Fund Redemption Requirements of those
principal amounts of Bonds shall not exceed 6.00%.
(d) Payment of Debt Charges. The debt charges on the Bonds shall be
payable in lawful money of the United States of America without deduction for
the services of the Bond Registrar as paying agent. Principal of and any
premium on the Bonds shall be payable when due upon presentation and
surrender of the Bonds at the main office of the Bond Registrar; provided,
however, to the extent that the Bonds are represented by a single Term Bond
as permitted by this Section 4, principal of the Bonds which is redeemed
pursuant to a Mandatory Sinking Fund Redemption Requirement shall be
payable when due without prior presentation or surrender of the Bond but
redemption of such principal shall be duly endorsed on the Bond Register, and
in the case of the final principal payment due hereunder, surrender of the Bond
at the main office of the Bond Registrar. Interest on a Bond shall be paid on
each Interest Payment Date by check or draft mailed to the person in whose
name the Bond was registered, and to that person’s address appearing, on the
Bond Register at the close of business on the 15th day of the calendar month
next preceding that Interest Payment Date.
(e) Redemption Provisions. The Bonds shall be subject to redemption prior
to stated maturity as follows:
(i) Mandatory Sinking Fund Redemption of Term Bonds. If any of
the Bonds are issued as Term Bonds, the Term Bonds shall be subject to
mandatory redemption in part by lot and be redeemed pursuant to
mandatory sinking fund redemption requirements, at a redemption price
of 100% of the principal amount redeemed, plus accrued interest to the
redemption date, on the applicable Mandatory Redemption Dates and in
the principal amounts payable on those Dates, for which provision is
made in the Certificate of Award (such Dates and amounts being referred
to as the “Mandatory Sinking Fund Redemption Requirements”).
The aggregate of the moneys to be deposited with the Bond Registrar
for payment of principal of and interest on any Term Bonds on each
Mandatory Redemption Date shall include an amount sufficient to
redeem on that Date the principal amount of Term Bonds payable on
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
17-24 Page 6 of 13
Ordinance No. Passed ;
that Date pursuant to the Mandatory Sinking Fund Redemption
Requirements (less the amount of any credit as hereinafter provided).
The City shall have the option to deliver to the Bond Registrar for
cancellation Term Bonds in any aggregate principal amount and to
receive a credit against the then current or any subsequent Mandatory
Sinking Fund Redemption Requirement (and corresponding mandatory
redemption obligation) of the City, as specified by the Director of
Finance, for Term Bonds stated to mature on the same Principal Payment
Date and bearing interest at the same rate as the Term Bonds so
delivered. That option shall be exercised by the City on or before the
45th day preceding any Mandatory Redemption Date with respect to
which the City wishes to obtain a credit, by furnishing the Bond Registrar
a certificate, signed by the Director of Finance, setting forth the extent
of the credit to be applied with respect to the then current or any
subsequent Mandatory Sinking Fund Redemption Requirement for Term
Bonds stated to mature on the same Principal Payment Date and bearing
interest at the same rate as the Term Bonds so delivered. If the
certificate is not timely furnished to the Bond Registrar, the current
Mandatory Sinking Fund Redemption Requirement (and corresponding
mandatory redemption obligation) shall not be reduced. A credit against
the then current or any subsequent Mandatory Sinking Fund Redemption
Requirement (and corresponding mandatory redemption obligation), as
specified by the Director of Finance, also shall be received by the City for
any Term Bonds which prior thereto have been redeemed (other than
through the operation of the applicable Mandatory Sinking Fund
Redemption Requirements) or purchased for cancellation and canceled
by the Bond Registrar, to the extent not applied theretofore as a credit
against any Mandatory Sinking Fund Redemption Requirement, for Term
Bonds stated to mature on the same Principal Payment Date and bearing
interest at the same rate as the Term Bonds so redeemed or purchased
and canceled.
Each Term Bond so delivered, or previously redeemed, or purchased and
canceled, shall be credited by the Bond Registrar at 100% of the principal
amount thereof against the then current or subsequent Mandatory
Sinking Fund Redemption Requirements (and corresponding mandatory
redemption obligations), as specified by the Director of Finance, for Term
Bonds stated to mature on the same Principal Payment Date and bearing
interest at the same rate as the Term Bonds so delivered, redeemed or
purchased and canceled.
(ii) | Optional Redemption. The Bonds of the maturities and interest
rates specified in the Certificate of Award (if any are so specified) shall
be subject to optional redemption by and at the sole option of the City,
in whole or in part in integral multiples of $5,000, on the dates and at
the redemption prices (expressed as a percentage of the principal
amount to be redeemed), plus accrued interest to the redemption date,
to be determined by the Director of Finance in the Certificate of Award;
provided that the redemption price for any optional redemption date shall
not be greater than 103%.
If optional redemption of Term Bonds at a redemption price exceeding
100% of the principal amount to be redeemed is to take place as of any
Mandatory Redemption Date applicable to those Term Bonds, the Term
Bonds, or portions thereof, to be redeemed optionally shall be selected
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
17-24 Page 7 of 13
Ordinance No. Passed
by lot prior to the selection by lot of the Term Bonds of the same maturity
(and interest rate within a maturity if applicable) to be redeemed on the
same date by operation of the Mandatory Sinking Fund Redemption
Requirements. Bonds to be redeemed pursuant to this paragraph shall
be redeemed only upon written notice from the Director of Finance to
the Bond Registrar, given upon the direction of the City by passage of an
ordinance or adoption of a resolution. That notice shall specify the
redemption date and the principal amount of each maturity (and interest
rate within a maturity if applicable) of Bonds to be redeemed, and Shall
be given at least 45 days prior to the redemption date or such shorter
period as shall be acceptable to the Bond Registrar.
(iii) | Partial Redemption. If fewer than all of the outstanding Bonds
are called for optional redemption at one time and Bonds of more than
one maturity (or interest rate within a maturity if applicable) are then
outstanding, the Bonds that are called shall be Bonds of the maturity or
maturities and interest rate or rates selected by the City. If fewer than
all of the Bonds of a single maturity (or interest rate within a maturity if
applicable) are to be redeemed, the selection of Bonds of that maturity
(or interest rate within a maturity if applicable) to be redeemed, or
portions thereof in amounts of $5,000 or any integral multiple thereof,
shall be made by the Bond Registrar by lot in a manner determined by
the Bond Registrar. In the case of a partial redemption of Bonds by lot
when Bonds of denominations greater than $5,000 are then outstanding,
each $5,000 unit of principal thereof shall be treated as if it were a
separate Bond of the denomination of $5,000. If it is determined that
one or more, but not all, of the $5,000 units of principal amount
represented by a Bond are to be called for redemption, then, upon notice
of redemption of a $5,000 unit or units, the registered owner of that
Bond shall surrender the Bond to the Bond Registrar (A) for payment of
the redemption price of the $5,000 unit or units of principal amount
called for redemption (including, without limitation, the interest accrued
to the date fixed for redemption and any premium), and (B) for issuance,
without charge to the registered owner, of a new Bond or Bonds of any
Authorized Denomination or Denominations in an aggregate principal
amount equal to the unmatured and unredeemed portion of, and bearing
interest at the same rate and maturing on the same date as, the Bond
surrendered.
(iv) Notice of Redemption. The notice of the call for redemption of
Bonds shall identify (A) by designation, letters, numbers or other
distinguishing marks, the Bonds or portions thereof to be redeemed, (B)
the redemption price to be paid, (C) the date fixed for redemption, and
(D) the place or places where the amounts due upon redemption are
payable. The notice shall be given by the Bond Registrar on behalf of
the City by mailing a copy of the redemption notice by first-class mail,
postage prepaid, at least 30 days prior to the date fixed for redemption,
to the registered owner of each Bond subject to redemption in whole or
in part at the registered owner's address shown on the Bond Register
maintained by the Bond Registrar at the close of business on the 15th
day preceding that mailing. Failure to receive notice by mail or any
defect in that notice regarding any Bond, however, shall not affect the
validity of the proceedings for the redemption of any Bond.
(v) Payment of Redeemed Bonds. In the event that notice of
redemption shall have been given by the Bond Registrar to the registered
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
17-24 Page 8 of 13
Ordinance No. Passed ;
owners as provided above, there shall be deposited with the Bond
Registrar on or prior to the redemption date, moneys that, in addition to
any other moneys available therefor and held by the Bond Registrar, will
be sufficient to redeem at the redemption price thereof, plus accrued
interest to the redemption date, all of the redeemable Bonds for which
notice of redemption has been given. Notice having been mailed in the
manner provided in the preceding paragraph hereof, the Bonds and
portions thereof called for redemption shall become due and payable on
the redemption date, and, subject to the provisions of Section 4(d), upon
presentation and surrender thereof at the place or places specified in
that notice, shall be paid at the redemption price, plus accrued interest
to the redemption date. If moneys for the redemption of all of the Bonds
and portions thereof to be redeemed, together with accrued interest
thereon to the redemption date, are held by the Bond Registrar on the
redemption date, so as to be available therefor on that date and, if notice
of redemption has been deposited in the mail as aforesaid, then from
and after the redemption date those Bonds and portions thereof called
for redemption shall cease to bear interest and no longer shall be
considered to be outstanding. If those moneys shall not be so available
on the redemption date, or that notice shall not have been deposited in
the mail as aforesaid, those Bonds and portions thereof shall continue to
bear interest, until they are paid, at the same rate as they would have
borne had they not been called for redemption. All moneys held by the
Bond Registrar for the redemption of particular Bonds shall be held in
trust for the account of the registered owners thereof and shall be paid
to them, respectively, upon presentation and surrender of those Bonds;
provided that any interest earned on the moneys so held by the Bond
Registrar shall be for the account of and paid to the City to the extent
not required for the payment of the Bonds called for redemption.
Section 5. Execution and Authentication of Bonds; Appointment of Bond
Registrar. The Bonds shall be signed by the City Manager and the Director of
Finance, in the name of the City and in their official capacities, provided that
either or both of those signatures may be a facsimile. The Bonds shall be issued
in the Authorized Denominations and numbers as requested by the Original
Purchaser and approved by the Director of Finance, shall be numbered as
determined by the Director of Finance in order to distinguish each Bond from
any other Bond, and shall express upon their faces the purpose, in summary
terms, for which they are issued and that they are issued pursuant to the Act,
the Charter of the City, this Ordinance and the Certificate of Award.
The Director of Finance is hereby authorized to designate in the Certificate of
Award the Director of Finance, the Original Purchaser or a bank or trust
company authorized to do business in the State of Ohio to act as the initial Bond
Registrar. The Director of Finance shall provide for the payment of the services
rendered and for reimbursement of expenses incurred pursuant to the
Certificate of Award, except to the extent paid or reimbursed by the Original
Purchaser in accordance with the Certificate of Award, from the proceeds of the
Bonds to the extent available and then from other money lawfully available and
appropriated or to be appropriated for that purpose.
No Bond shall be valid or obligatory for any purpose or shall be entitled to any
security or benefit under the Bond Proceedings unless and until the certificate
of authentication printed on the Bond is signed by the Bond Registrar as
authenticating agent. Authentication by the Bond Registrar shall be conclusive
evidence that the Bond so authenticated has been duly issued, signed and
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
17-24 Page 9 of 13
Ordinance No. Passed :
delivered under, and is entitled to the security and benefit of, the Bond
Proceedings. The certificate of authentication may be signed by any authorized
officer or employee of the Bond Registrar or by any other person acting as an
agent of the Bond Registrar and approved by the Director of Finance on behalf
of the City. The same person need not sign the certificate of authentication on
all of the Bonds.
Section 6. Registration; Transfer and Exchange.
(a) Bond Register. So long as any of the Bonds remain outstanding, the City
will cause the Bond Registrar to maintain and keep the Bond Register at its main
office. Subject to the provisions of Section 4(d), the person in whose name a
Bond is registered on the Bond Register shall be regarded as the absolute owner
of that Bond for all purposes of the Bond Proceedings. Payment of or on
account of the debt charges on any Bond shall be made only to or upon the
order of that person; neither the City nor the Bond Registrar shall be affected
by any notice to the contrary, but the registration may be changed as provided
in this Section 6. All such payments shall be valid and effectual to satisfy and
discharge the City’s liability upon the Bond, including interest, to the extent of
the amount or amounts so paid.
(b) Transfer and Exchange. Any Bond may be exchanged for Bonds of any
Authorized Denomination upon presentation and surrender at the main office
of the Bond Registrar, together with a request for exchange signed by the
registered owner or by a person legally empowered to do so in a form
satisfactory to the Bond Registrar. A Bond may be transferred only on the Bond
Register upon presentation and surrender of the Bond at the main office of the
Bond Registrar together with an assignment signed by the registered owner or
by a person legally empowered to do so in a form satisfactory to the Bond
Registrar. Upon exchange or transfer the Bond Registrar shall complete,
authenticate and deliver a new Bond or Bonds of any Authorized Denomination
or Denominations requested by the owner equal in the aggregate to the
unmatured principal amount of the Bond surrendered and bearing interest at
the same rate and maturing on the same date.
If manual signatures on behalf of the City are required, the Bond Registrar shall
undertake the exchange or transfer of Bonds only after the new Bonds are
signed by the authorized officers of the City. In all cases of Bonds exchanged
or transferred, the City shall sign and the Bond Registrar shall authenticate and
deliver Bonds in accordance with the provisions of the Bond Proceedings. The
exchange or transfer shall be without charge to the owner, except that the City
and Bond Registrar may make a charge sufficient to reimburse them for any tax
or other governmental charge required to be paid with respect to the exchange
or transfer. The City or the Bond Registrar may require that those charges, if
any, be paid before the procedure is begun for the exchange or transfer. All
Bonds issued and authenticated upon any exchange or transfer shall be valid
obligations of the City, evidencing the same debt, and entitled to the same
security and benefit under the Bond Proceedings as the Bonds surrendered
upon that exchange or transfer. Neither the City nor the Bond Registrar shall
be required to make any exchange or transfer of (i) Bonds then subject to call
for redemption between the 15th day preceding the mailing of notice of Bonds
to be redeemed and the date of that mailing, or (ii) any Bond selected for
redemption, in whole or in part.
Section 7. Sale of the Bonds to the Original Purchaser. The Bonds are offered
at a purchase price, not less than par, as shall be determined by the Director of
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. Passed
17-24 Page 10 of 13
Finance in the Certificate of Award, plus accrued interest (if any), to the Director
of Finance, as the officer having responsibility for investment of public funds
pursuant to the Charter of the City and the City’s Codified Ordinances, with and
upon such other terms as are required or authorized by this Ordinance to be
specified in the Certificate of Award, in accordance with law, and the provisions
of this Ordinance. Bonds not so purchased shall be sold at not less than par at
private sale by the Director of Finance in accordance with law and the provisions
of this Ordinance.
The Director of Finance shall sign and deliver the Certificate of Award and shall
cause the Bonds to be prepared and signed and delivered, together with a true
transcript of proceedings with reference to the issuance of the Bonds, to the
Original Purchaser upon payment of the purchase price.
The Mayor, the City Manager, the Director of Finance, the Director of Law, the
Clerk of Council and other City officials, as appropriate, are each authorized and
directed to sign any transcript certificates, financial statements and other
documents and instruments and to take such actions as are necessary or
appropriate to consummate the transactions contemplated by this Ordinance.
Any actions heretofore taken by the Mayor, the City Manager, the Director of
Finance, the Director of Law, the Clerk of Council or other City official, as
appropriate, in doing any and all acts necessary in connection with the issuance
and sale of the Bonds are hereby ratified and confirmed.
Section 8. Security for and Covenants Relating to Bonds.
(a) | The Bonds are special obligations of the City, the principal and interest
on which are payable solely from, and such payment is secured by a pledge of
and lien on, those Nontax Revenues established by and as provided in this
Ordinance which are on deposit in the Economic Development Bond Retirement
Fund, as described below. The Bonds shall in all respects be junior and
subordinate to the Outstanding Nontax Revenue Bonds and any obligations
hereafter issued on a parity with the Outstanding Nontax Revenue Bonds.
There was heretofore created by the City a separate fund named the Economic
Development Bond Retirement Fund (the “Economic Development Bond
Retirement Fund’) into which Nontax Revenues shall be deposited in
accordance with the following provisions.
The City hereby covenants and agrees that on or before each Payment Date it
shall deposit in the Economic Development Bond Retirement Fund from Nontax
Revenues selected by the City an amount equal to the amount of principal and
interest due on the Bonds on that Payment Date, less, in the discretion of the
City, any interest earnings or other moneys accumulated in the Economic
Development Bond Retirement Fund which have not theretofore been used as
a credit against a prior payment obligation. Moneys in the Economic
Development Bond Retirement Fund shall be used solely and exclusively to pay
principal and interest (a) first, on the Outstanding Nontax Revenue Bonds and
any obligations hereafter issued on a parity with the Outstanding Nontax
Revenue Bonds and (b) second, the Bonds and any other obligations payable
from the Nontax Revenues and issued on a junior and subordinated basis to the
Outstanding Nontax Revenue Bonds and any obligations hereafter issued on a
parity with the Outstanding Nontax Revenue Bonds, all when due and payable
from the Nontax Revenues.
The City hereby covenants and agrees that so long as Bonds are outstanding,
it will appropriate and maintain sufficient Nontax Revenues each year to make
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. Passed
17°24 Page 11 of 13
each payment due under this Section 8 and to pay principal and interest when
due; provided, however, the payments due hereunder and under the Bonds are
payable solely from Nontax Revenues, which Nontax Revenues are hereby
selected by the City pursuant to Section 165.12 of the Ohio Revised Code, as
moneys that are not raised by taxation. The Bonds are not secured by an
obligation or pledge of any moneys raised by taxation. The Bonds do not and
shall not represent or constitute a debt or pledge of the faith or credit or taxing
power of the City, and the owners of the Bonds have no right to have taxes
levied by the City for the payment of principal and interest on the Bonds.
Nothing herein shall be construed as requiring the City to use or apply to the
payment of principal of and interest on the Bonds any funds or revenues from
any source other than Nontax Revenues. Nothing herein, however, Shall be
deemed to prohibit the City, of its own volition, from using, to the extent that it
is authorized by law to do so, any other resources for the fulfillment of any of
the terms, conditions or obligations of this Ordinance or of the Bonds.
(b) The City will at all times faithfully observe and perform all agreements,
covenants, undertakings, stipulations and provisions to be performed on its part
under this Ordinance and the Bonds and under all proceedings of this City
Council pertaining thereto. The City represents that (i) it is, and upon delivery
of the Bonds covenants that it will be, duly authorized by the Constitution and
laws of the State of Ohio including particularly and without limitation the Act,
to issue the Bonds and to provide the security for payment of the debt service
charges in the manner and to the extent set forth herein and in the Bonds; (ii)
all actions on its part for the issuance of the Bonds have been or will be taken
duly and effectively; and (iii) the Bonds will be valid and enforceable special
obligations of the City according to their terms. Each obligation of the City
required to be undertaken pursuant to this Ordinance and the Bonds is binding
upon the City, and upon each officer or employee of the City as may from time
to time have the authority under law to take any action on behalf of the City as
may be necessary to perform all or any part of such obligation, as a duty of the
City and of each of those officers and employee resulting from an office, trust
or station within the meaning of Section 2731.01 of the Ohio Revised Code,
providing for enforcement by writ of mandamus.
(c) All books and documents in the City’s possession relating to the Nontax
Revenues shall be open at all times during the City’s regular business hours to
inspection by such accountants or other agents of the owners of the Bonds as
the owners may from time to time designate.
(d) The Clerk of Council, or another appropriate officer of the City, shall
furnish to the Original Purchaser a true transcript of proceedings, certified by
that officer, of all proceedings had with reference to the issuance of the Bonds
along with such information from the records as is necessary to determine the
regularity and validity of the issuance of the Bonds.
Section 9. Financing Costs. The expenditure of the amounts necessary to pay
any Financing Costs in connection with the Bonds, to the extent not paid or
reimbursed by the Original Purchaser in accordance with the Certificate of
Award, is authorized and approved, and the Director of Finance is authorized to
provide for the payment of any such amounts and costs from the proceeds of
the Bonds to the extent available and otherwise from any other funds lawfully
available that are appropriated or shall be appropriated for that purpose.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. Passed
17-24 Page 12 of 13
Section 10. Bond Counsel. The legal services of the law firm of Squire Patton
Boggs (US) LLP are hereby retained. Those legal services shall be in the nature
of legal advice and recommendations as to the documents and the proceedings
in connection with the authorization, sale and issuance of the Bonds and
rendering at delivery related legal opinions, all as set forth in the form of
engagement letter from that firm which is now on file in the office of the Clerk
of Council. In providing those legal services, as an independent contractor and
in an attorney-client relationship, that firm shall not exercise any administrative
discretion on behalf of this City in the formulation of public policy, expenditure
of public funds, enforcement of laws, rules and regulations of the State of Ohio,
any county or municipal corporation or of this City, or the execution of public
trusts. For those legal services, that firm shall be paid just and reasonable
compensation and shall be reimbursed for actual out-of-pocket expenses
incurred in providing those legal services. The Director of Finance is authorized
and directed to make appropriate certification as to the availability of funds for
those fees and any reimbursement and to issue an appropriate order for their
timely payment as written statements are submitted by that firm. The amounts
necessary to pay those fees and any reimbursement are hereby appropriated
from the proceeds of the Bonds, if available, and otherwise from available
moneys in the General Fund.
Section 11. Municipal Advisor. The services of Baker Tilly Municipal Advisors,
LLC, as municipal advisor, are hereby retained. The municipal advisory services
shall be in the nature of financial advice and recommendations in connection
with the issuance and sale of the Bonds. In rendering those municipal advisory
services, aS an independent contractor, that firm shall not exercise any
administrative discretion on behalf of the City in the formulation of public policy,
expenditure of public funds, enforcement of laws, rules and regulations of the
State of Ohio, the City or any other political subdivision, or the execution of
public trusts. That firm shall be paid just and reasonable compensation for
those municipal advisory services and shall be reimbursed for the actual out-of-
pocket expenses it incurs in rendering those municipal advisory services. The
Director of Finance is authorized and directed to make appropriate certification
as to the availability of funds for those fees and any reimbursement and to issue
an appropriate order for their timely payment as written statements are
submitted by that firm. The amounts necessary to pay those fees and any
reimbursement are hereby appropriated from the proceeds of the Bonds, if
available, and otherwise from available moneys in the General Fund.
Section 12. Notification of Bond Issuance. The Director of Finance Is authorized
and directed to provide the notification required by Section 165.03(D) of the
Ohio Revised Code to the Director of the Ohio Department of Development.
Section 13. Satisfaction of Conditions for Bond Issuance. This City Council
determines that all acts and conditions necessary to be done or performed by
the City or to have been met precedent to and in the issuing of the Bonds in
order to make them legal, valid and binding special obligations of the City have
been performed and have been met, or will at the time of delivery of the Bonds
have been performed and have been met, in regular and due form as required
by law; that no statutory or constitutional limitation of indebtedness or taxation
will have been exceeded in the issuance of the Bonds; and that the Bonds are
being authorized and issued pursuant to the Act, the Charter of the City, this
Ordinance, the Certificate of Award and other authorizing provisions of law.
Section 14. Compliance with Open Meeting Requirements. This City Council
finds and determines that all formal actions of this City Council and any of its
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No.
17-24 Page 13 of 13
Passed
committees concerning and relating to the passage of this Ordinance were taken
in an open meeting of this City Council or any of its committees, and that all
deliberations of this City Council and of any of its committees that resulted in
those formal actions were in meetings open to the public, all in compliance with
the law, including Section 121.22 of the Ohio Revised Code.
Section 15. Effective Date. This Ordinance shall be in full force and effect on
Signed:
the earliest date permitted by law.
VA A~
Mayor - Presiding Officer
Ob. C41
Clepk of Cguncil — }
Effective:
Passed: haky / 2024
Se ly Jl , 2024
To: Members of Dublin City Council
From: Megan O’Callaghan, P.E., City Manager
Date: June 11, 2024
Initiated By: Matthew L. Stiffler, Chief Financial Officer/Director of Finance
Jaime Hoffman, Director of Finance Operations
Meghan J. Murray, Budget Manager
Re: Ordinance 17-24 – Issuance and Sale of Bonds
Background
This ordinance provides for the issuance of bonds totaling $15,300,000 for the purpose of paying
the costs of acquiring approximately 137 acres of real property located south of S.R. 161 and west
of Houchard Road in Madison and Franklin counties and bounded generally by Cosgray Road and
Dublin Park Drive, including buildings and structures and providing for the site, in support of
economic development and job creation within the City.
Repayment of this debt will be from income tax revenues credited to the General Fund.
The bonds authorized by this ordinance will be amortized over a 6-year period to allow for flexibility
in the repayment of the bonds. The current financing plan would retire these bonds within 4 years.
A meeting with the rating agencies regarding these bonds is scheduled for mid-June with pricing to
occur in mid-August and closing to occur around August 28th.
Recommendation
Staff recommends approval at the second reading/public hearing on July 1, 2024.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017-1090
Phone: 614.410.4400 • Fax: 614.410.4490 Memo