HomeMy WebLinkAboutOrdinance 23-24RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
Ordinance No. 23-24 Passed , 20
PROVIDING FOR THE ISSUANCE AND SALE OF BONDS IN
THE MAXIMUM PRINCIPAL AMOUNT OF $2,800,000 FOR
THE PURPOSE OF PAYING THE COSTS OF CONSTRUCTING
A BRIDGE CROSSING OVER I-270, TOGETHER WITH ALL
INCIDENTAL WORK AND RELATED APPURTENANCES
THERETO
WHEREAS, this City Council has requested that the Director of Finance, as
fiscal officer of this City, certify the estimated life or period of usefulness of the
Improvement described in Section 2 and the maximum maturity of the Bonds
described in Section 2; and
WHEREAS, the Director of Finance has certified to this City Council that the
estimated life or period of usefulness of the Improvement is at least five (5)
years and that the maximum maturity of the Bonds is twenty (20) years;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
State of Ohio, ly 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:
“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, the Continuing Disclosure Agreement, the Registrar Agreement and such
other proceedings of the City, including the Bonds, that provide collectively for,
among other things, the rights of holders and beneficial owners of the Bonds.
“Bond Register” means all books and records necessary for the registration,
exchange and transfer of Bonds as provided in Section 5.
“Bond Registrar" means 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 4 as the initial authenticating agent, bond registrar,
transfer agent and paying agent for the Bonds under the Registrar Agreement
and until a successor Bond Registrar shall have become such pursuant to the
provisions of the Registrar Agreement 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.
“Book entry form’ or “book entry systen’’ means a form or system under which
(a) the ownership of beneficial interests in the Bonds and the principal of and
interest and any premium on the Bonds may be transferred only through a book
entry, and (b) physical Bond certificates in fully registered form are issued by
the City and payable only to a Depository or its nominee as registered owner,
with the certificates deposited with and “immobilized” in the custody of the
Depository or its designated agent for that purpose. The book entry maintained
by others than the City is the record that identifies the owners of beneficial
interests in the Bonds and that principal and interest.
RECORD OF ORDINANCES
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Ordinance No. Passed __,20
“Certificate of Award’ means the certificate authorized by Section 6, 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.
“Code” means the Internal Revenue Code of 1986, as amended, the Regulations
(whether temporary or final) under that Code or the statutory predecessor of
that Code, and any amendments of, or successor provisions to, the foregoing
and any official rulings, announcements, notices, procedures and judicial
determinations regarding any of the foregoing, all as and to the extent
applicable. Unless otherwise indicated, reference to a Section of the Code
includes any applicable successor section or provision and such applicable
Regulations, rulings, announcements, notices, procedures and determinations
pertinent to that Section.
“Continuing Disclosure Agreement’ means the Continuing Disclosure Agreement
which shall constitute the continuing disclosure agreement made by the City for
the benefit of the holders and beneficial owners of the Bonds in accordance
with the Rule, as it may be modified from the form on file with the Clerk of
Council and executed by the City Manager and the Director of Finance, all in
accordance with Section 9(c).
“Depository’ means any securities depository that is a clearing agency
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, operating and maintaining, with its Participants or otherwise, a
book entry system to record ownership of beneficial interests in the Bonds or
the principal of and interest and any premium on the Bonds, and to effect
transfers of the Bonds, in book entry form, and includes and means initially The
Depository Trust Company (a limited purpose trust company), New York, New
York.
“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.
“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 3(b).
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Ordinance No. Passed , 20
“Mandatory Sinking Fund Redemption Requirements” shall have the meaning
set forth in Section 3(e)(i).
“Original Purchaser’ means the purchaser of the Bonds specified in the
Certificate of Award.
“Participant” means any participant contracting with a Depository under a book
entry system and includes securities brokers and dealers, banks and trust
companies and clearing corporations.
“Principal Payment Dates” means, unless otherwise specified in the Certificate
of Award, December 1 in each of the years from and including 2025 to and
including 2044; provided that the first Principal Payment Date may be advanced
up to one year and the last Principal Payment Date may be advanced by such
number of years as determined necessary by the Director of Finance, and
provided further that in no case shall the final Principal Payment Date exceed
the maximum maturity limitation referred to in the preambles hereto, 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.
“Registrar Agreement’ means the Bond Registrar Agreement between the City
and the Bond Registrar, as it may be modified from the form on file with the
Clerk of Council and executed by the City Manager and the Director of Finance,
all in accordance with Section 4.
“Regulations” means Treasury Regulations issued pursuant to the Code or to
the statutory predecessor of the Code.
“Rule” means Rule 15c2-12 prescribed by the SEC pursuant to the Securities
Exchange Act of 1934.
“ SEC’ means the Securities and Exchange Commission.
“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.
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. 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 $2,800,000
(the “Bonds") for the purpose of paying the costs of constructing a bridge
crossing over I-270, together with all incidental work and related appurtenances
thereto (the “Jmprovement’). The Bonds shall be issued pursuant to
Chapter 133 of the Ohio Revised Code, the Charter of the City, this Ordinance
and the Certificate of Award.
RECORD OF ORDINANCES
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Ordinance No. Passed , 20
The principal amount of Bonds to be issued shall not exceed the maximum
principal amount specified in this Section 2 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 2, taking into account the costs of the Improvement, 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 rating agency, any fees or premiums
relating to municipal bond insurance or other security arrangements determined
necessary by the Director of Finance, 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 and the Registrar Agreement) or accrued interest shall be
paid into the Bond Retirement Fund.
Section 3. 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.
(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 3, 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 3, in the Certificate of Award,
which determination shall be in the best interest of and financially advantageous
to the City.
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
RECORD OF ORDINANCES
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Ordinance No. Passed , 20
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 Date’) 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 rate or rates of interest per year to be borne by the
Bonds, and the principal amount of Bonds maturing or payable pursuant to
Mandatory Sinking Fund Redemption Requirements on each Principal Payment
Date, shall be such that the total principal and interest payments on the Bonds
in any fiscal year in which principal is payable is not more than three times the
amount of those payments in any other fiscal year. 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 designated corporate trust 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 15 day of the calendar month next preceding that Interest
Payment Date. Notwithstanding the foregoing, if and so long as the Bonds are
issued in a book entry system, principal of and interest and any premium on the
Bonds shall be payable in the manner provided in any agreement entered into
by the Director of Finance, in the name and on behalf of the City, in connection
with the book entry system.
(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
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
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Ordinance No. Passed , 20
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
45" 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
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
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Ordinance No. Passed _,20
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 15"
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
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
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Ordinance No. Passed , 20
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 Sections 3(d) and
5, 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 4. 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 Chapter
133 of the Ohio Revised Code, 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 a bank or trust company authorized to do business in the State of Ohio
to act as the initial Bond Registrar. The City Manager and the Director of
Finance shall sign and deliver, in the name and on behalf of the City, the
Registrar Agreement between the City and the Bond Registrar, in substantially
the form as is now on file with the Clerk of Council. The Registrar Agreement
is approved, together with any changes or amendments that are not
inconsistent with this Ordinance and not substantially adverse to the City and
that are approved by the City Manager and the Director of Finance on behalf of
the City, all of which shall be conclusively evidenced by the signing of the
Registrar Agreement or amendments thereto. The Director of Finance shall
provide for the payment of the services rendered and for reimbursement of
expenses incurred pursuant to the Registrar Agreement, except to the extent
paid or reimbursed by the Original Purchaser and/or the Bond Registrar
pursuant to the Certificate of Award and/or the Registrar Agreement, 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.
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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
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 5. Registration: Transfer and Exchanade; Book Entry System.
(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
designated corporate trust office. Subject to the provisions of Sections 3(d) and
9(c), 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 5. 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 designated
corporate trust 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
designated corporate trust 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
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for redemption between the 15" 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.
(c) Book Entry System. Notwithstanding any other provisions of this
Ordinance, if the Director of Finance determines in the Certificate of Award that
it is in the best interest of and financially advantageous to the City, the Bonds
may be issued in book entry form in accordance with the following provisions
of this Section 5.
The Bonds may be issued to a Depository for use in a book entry system and,
if and as long as a book entry system is utilized: (i) the Bonds may be issued in
the form of a single, fully registered Bond representing each maturity, and, if
applicable, each interest rate within a maturity, and registered in the name of
the Depository or its nominee, as registered owner, and immobilized in the
custody of the Depository or its designated agent for that purpose, which may
be the Bond Registrar; (ii) the beneficial owners of Bonds in book entry form
shall have no right to receive Bonds in the form of physical securities or
certificates; (iii) ownership of beneficial interests in book entry form shall be
shown by book entry on the system maintained and operated by the Depository
and its Participants, and transfers of the ownership of beneficial interests shall
be made only by book entry by the Depository and its Participants; and (iv) the
Bonds as such shall not be transferable or exchangeable, except for transfer to
another Depository or to another nominee of a Depository, without further
action by the City.
If any Depository determines not to continue to act as a Depository for the
Bonds for use in a book entry system, the Director of Finance may attempt to
establish a securities depository/book entry relationship with another qualified
Depository. If the Director of Finance does not or is unable to do so, the
Director of Finance, after making provision for notification of the beneficial
owners by the then Depository and any other arrangements deemed necessary,
Shall permit withdrawal of the Bonds from the Depository, and shall cause Bond
certificates in registered form and Authorized Denominations to be
authenticated by the Bond Registrar and delivered to the assigns of the
Depository or its nominee, all at the cost and expense (including any costs of
printing), if the event is not the result of City action or inaction, of those persons
requesting such issuance.
The Director of Finance is hereby authorized and directed, to the extent
necessary or required, to enter into any agreements, in the name and on behalf
of the City, that the Director of Finance determines to be necessary in
connection with a book entry system for the Bonds.
Section 6. Sale of the Bonds to the Original Purchaser. The Director of Finance
is authorized to sell the Bonds at private sale to the Original Purchaser at a
purchase price, not less than 97% of the aggregate principal amount thereof,
as shall be determined by the Director of Finance in the Certificate of Award,
plus accrued interest (if any) on the Bonds from their date to the Closing Date,
and shall be awarded by the Director of Finance 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, the provisions of this Ordinance and the
Certificate of Award. The Director of Finance is authorized, if it is determined
to be in the best interest of the City, to combine the issue of Bonds with one or
more other bond issues of the City into a consolidated bond issue pursuant to
Section 133.30(B) of the Ohio Revised Code in which case a single Certificate
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of Award may be utilized for the consolidated bond issue if appropriate and
consistent with the terms 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 7. Provision for Tax Levy. There shall be levied on all the taxable
property in the City, in addition to all other taxes, a direct tax annually during
the period the Bonds are outstanding in an amount sufficient to pay the debt
charges on the Bonds when due, which tax shall not be less than the interest
and sinking fund tax required by Section 11 of Article XII of the Ohio
Constitution. The tax shall be within the ten-mill limitation imposed by law,
shall be and is ordered computed, certified, levied and extended upon the tax
duplicate and collected by the same officers, in the same manner and at the
same time that taxes for general purposes for each of those years are certified,
levied, extended and collected, and shall be placed before and in preference to
all other items and for the full amount thereof. The proceeds of the tax levy
Shall be placed in the Bond Retirement Fund, which is irrevocably pledged for
the payment of the debt charges on the Bonds when and as the same fall due.
In each year to the extent receipts from the municipal income tax are available
for the payment of the debt charges on the Bonds and are appropriated for that
purpose, the amount of the tax shall be reduced by the amount of such receipts
SO available and appropriated in compliance with the following covenant. To
the extent necessary, the debt charges on the Bonds shall be paid from
municipal income taxes lawfully available therefor under the Constitution and
the laws of the State of Ohio, and the Charter of the City; and the City hereby
covenants, subject and pursuant to such authority, including particularly
Section 133.05(B)(7) of the Ohio Revised Code, to appropriate annually from
such municipal income taxes such amount as is necessary to meet such annual
debt charges.
Nothing in the preceding paragraph in any way diminishes the irrevocable
pledge of the full faith and credit and general property taxing power of the City
to the prompt payment of the debt charges on the Bonds.
Section 8. Federal Tax Considerations. The City covenants that it will use, and
will restrict the use and investment of, the proceeds of the Bonds in such
manner and to such extent as may be necessary so that (a) the Bonds will not
(i) constitute private activity bonds or arbitrage bonds under Sections 141 or
148 of the Code or (ii) be treated other than as bonds the interest on which is
excluded from gross income under Section 103 of the Code, and (b) the interest
on the Bonds will not be an item of tax preference under Section 57 of the Code.
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Ordinance No. Passed , 20
The City further covenants that (a) it will take or cause to be taken such actions
that may be required of it for the interest on the Bonds to be and remain
excluded from gross income for federal income tax purposes, (b) it will not take
or authorize to be taken any actions that would adversely affect that exclusion,
and (c) it, or persons acting for it, will, among other acts of compliance, (i)
apply the proceeds of the Bonds to the governmental purpose of the borrowing,
(ii) restrict the yield on investment property, (iii) make timely and adequate
payments to the federal government, (iv) maintain books and records and make
calculations and reports and (v) refrain from certain uses of those proceeds,
and, as applicable, of property financed with such proceeds, all in such manner
and to the extent necessary to assure such exclusion of that interest under the
Code.
The Director of Finance or any other officer of the City having responsibility for
issuance of the Bonds is hereby authorized (a) to make or effect any election,
selection, designation, choice, consent, approval, or waiver on behalf of the City
with respect to the Bonds as the City is permitted to or required to make or give
under the federal income tax laws, including, without limitation thereto, any of
the elections available under Section 148 of the Code, for the purpose of
assuring, enhancing or protecting favorable tax treatment or status of the Bonds
or interest thereon or assisting compliance with requirements for that purpose,
reducing the burden or expense of such compliance, reducing the rebate
amount or payments or penalties with respect to the Bonds, or making
payments of special amounts in lieu of making computations to determine, or
paying, excess earnings as rebate, or obviating those amounts or payments
with respect to the Bonds, which action shall be in writing and signed by the
officer, (b) to take any and all other actions, make or obtain calculations, make
payments, and make or give reports, covenants and certifications of and on
behalf of the City, as may be appropriate to assure the exclusion of interest
from gross income and the intended tax status of the Bonds, and (c) to give
one or more appropriate certificates of the City, for inclusion in the transcript of
proceedings for the Bonds, setting forth the reasonable expectations of the City
regarding the amount and use of all the proceeds of the Bonds, the facts,
circumstances and estimates on which they are based, and other facts and
circumstances relevant to the tax treatment of the interest on and the tax status
of the Bonds. The Director of Finance or any other officer of the City having
responsibility for issuance of the Bonds is specifically authorized to designate
the Bonds as “qualified tax-exempt obligations” if such designation is applicable
and desirable, and to make any related necessary representations and
covenants.
Section 9. Official Statement, Rating, Bond Insurance, Continuing Disclosure
and Financing Costs.
(a) Primary Offering Disclosure -- Official Statement. The City Manager and
the Director of Finance are each authorized and directed, on behalf of the City
and in their official capacities, to (i) prepare or cause to be prepared, and make
or authorize modifications, completions or changes of or supplements to, a
disclosure document in the form of an official statement relating to the original
issuance of the Bonds in substantially the form as is now on file with the Clerk
of Council, (ii) determine, and to certify or otherwise represent, when the official
statement is to be “deemed final” (except for permitted omissions) by the City
as of its date or is a final official statement for purposes of paragraph (b) of the
Rule, (iii) use and distribute, or authorize the use and distribution of those
official statements and any supplements thereto in connection with the original
issuance of the Bonds, and (iv) complete and sign those official statements and
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any supplements thereto as so approved, together with such certificates,
statements or other documents in connection with the finality, accuracy and
completeness of those official statements and any supplements, as they may
deem necessary or appropriate.
(b) Application for Rating or Bond Insurance. If, in the judgment of the
Director of Finance, the filing of an application for (i) a rating on the Bonds by
one or more nationally-recognized rating agencies, or (ii) a policy of insurance
from a company or companies to better assure the payment of principal of and
interest on the Bonds, is in the best interest of and financially advantageous to
this City, the Director of Finance is authorized to prepare and submit those
applications, to provide to each such agency or company such information as
may be required for the purpose, and to provide further for the payment of the
cost of obtaining each such rating or policy, except to the extent otherwise paid
or reimbursed pursuant to the Certificate of Award and/or the Registrar
Agreement, from the proceeds of the Bonds to the extent available and
otherwise from any other funds lawfully available and that are appropriated or
shall be appropriated for that purpose. The Director of Finance is hereby
authorized, to the extent necessary or required, to enter into any agreements,
in the name of and on behalf of the City, that the Director of Finance determines
to be necessary in connection with the obtaining of that bond insurance.
(c) Agreement to Provide Continuing Disclosure. For the benefit of the
holders and beneficial owners from time to time of the Bonds, the City agrees
to provide or cause to be provided such financial information and operating
data, audited financial statements and notices of the occurrence of certain
events, in such manner as may be required for purposes of the Rule. The City
Manager and the Director of Finance are each authorized and directed to
complete, sign and deliver the Continuing Disclosure Agreement, in the name
and on behalf of the City, in substantially the form as is now on file with the
Clerk of Council. The Continuing Disclosure Agreement is approved, together
with any changes or amendments that are not inconsistent with this Ordinance
and not substantially adverse to the City and that are approved by the City
Manager and the Director of Finance on behalf of the City, all of which shall be
conclusively evidenced by the signing of the Continuing Disclosure Agreement
or amendments thereto.
The Director of Finance is further authorized and directed to establish
procedures in order to ensure compliance by the City with its Continuing
Disclosure Agreement, including timely provision of information and notices as
described above. Prior to making any filing required under the Rule, the
Director of Finance shall consult with and obtain legal advice from, as
appropriate, the Director of Law and bond or other qualified independent special
counsel selected by the City. The Director of Finance, acting in the name and
on behalf of the City, shall be entitled to rely upon any such legal advice in
determining whether a filing should be made. The performance by the City of
its Continuing Disclosure Agreement shall be subject to the annual appropriation
of any funds that may be necessary to perform it.
(d) 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 and/or the Bond Registrar in accordance
with the Certificate of Award and/or the Registrar Agreement, 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
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available and otherwise from any other funds lawfully available that are
appropriated or shall be appropriated for that purpose.
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. To the extent they are not paid or
reimbursed pursuant to the Certificate of Award and/or the Registrar
Agreement, 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. To
the extent they are not paid or reimbursed pursuant to the Certificate of Award
and/or the Registrar Agreement, 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. Certification and Delivery of Ordinance and Certificate of Award.
The Clerk of Council is directed to promptly deliver or cause to be delivered a
certified copy of this Ordinance and an executed copy of the Certificate of Award
to the County Auditors of the Counties of Delaware, Franklin and Union, Ohio.
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 general obligations of the City have
been performed and have been met, or will at the time of delivery of the Bonds
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have been performed and have been met, in regular and due form as required
by law; that the full faith and credit and general property taxing power (as
described in Section 7) of the City are pledged for the timely payment of the
debt charges on the Bonds; 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 Chapter 133 of
the Ohio Revised Code, 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
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
the earliest date permitted by law.
Signed: Y_@_ D>
Mayor - Presiding Officer
Attest:
Passed: alin 4 | 2024
Effective: Jy Ly. Zz) «2024
FISCAL OFFICER’S CERTIFICATE
To the City Council of the City of Dublin, Ohio:
As fiscal officer of the City of Dublin, Ohio, I certify in connection with your proposed issue of bonds in the maximum principal amount of $2,800,000 (the “Bonds”), to be issued for
the purpose of paying the costs of constructing a bridge crossing over I-270, together with all
incidental work and related appurtenances thereto (the “Jmprovement’), that:
1. The estimated life or period of usefulness of the Improvement is at least five (5) years.
2. The maximum maturity of the Bonds, calculated in accordance with
Section 133.20 of the Ohio Revised Code, is twenty (20) years.
Dated: May S ,2024
Su-e Director of Finarice
inf, Ohi
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 23-24 – Issuance and Sale of General Obligation Bonds
Background
This ordinance provides for the issuance and sale of bonds in the maximum principal amount of $2.8
million for the purpose of constructing a bridge crossing over I-270.
On September 25, 2023, City Council approved Ordinance 35-23 (2024-2028 CIP) which
approved $2.1 million for the Tuller Road to Emerald Parkway over 270 Crossing project.
The total design cost of the Tuller Road to Emerald Parkway over 270 Crossing project is
estimated to be $2.8 million which includes detailed design for phase one, detail design for
phase two, and peer review.
Repayment of this debt will be from income tax revenues and tax increment financing revenues as
those revenues become available.
The bonds authorized by this ordinance will be amortized over a 20-year period.
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