Loading...
HomeMy WebLinkAboutResolution 36-25RECORD OF RESOLUTIONS SARR£'IT UPO VIERS - DAYTON.OH10 _ _ Form 36-25 Resolution :'Vo. Pia sed APPROVING, SOLELY FOR THE PURPOSE OF SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUANCE OF REVENUE LEASE OBLIGATIONS FOR THE BENEFIT OF OCLC, INC. BY THE COLUMBUS- FRANKLIN COUNTY FINANCE AUTHORITY AND AUTHORIZING OTHER DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE OBLIGATIONS WHEREAS, OCLC, Inc. ("OCLC`}, an Ohio nonprofit corporation that owns and operates certain library facilities located within both the City and the jurisdiction of the Columbus -Franklin County Finance Authority (the "Authority"), desires to finance the costs of renovation, improvement, acquisition and installation of assets to be used to provide bibliographic, cataloging, and reference services for libraries located at 6565 Kilgour Place, Dublin, Ohio 43017 (the "Project"} pursuant to Section 13 of Article VIII, Ohio Constitution, and Chapter 4582, Ohio Revised Code (collectively, the "Act"); and WHEREAS, OCLC has requested that the Authority issue revenue lease obligations pursuant to the Act in the maximum aggregate face amount not to exceed $40,000,000 (the Obligations) to assist OCLC in financing the costs of the Project, and OCLC is agreeable to making payments to the Authority sufficient to pay all of the principal of and premium, if any, and interest on the Obligations; and WHEREAS, the Authority held a public hearing concerning the Obligations, after publishing notice of the time and place of the public hearing not less than seven (7) days prior to the public hearing on the Authority's website (a copy of this public hearing notice is attached hereto and is incorporated herein); and WHEREAS, the Obligations will not create any pecuniary obligation on the part of the City or the Authority, and OCLC has agreed to pay all costs associated with the Obligations; NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, "-7 of the elected members concurring, that: Section 1. This Council, as the "applicable elected representative" of the City for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, hereby approves the issuance of the Obligations by the Authority in the maximum principal amount of $40,000,000. This approval is given solely for purposes of compliance with the public approval requirements of said Section 147(f). Section 2. Any member of this Council, the City Manager, the Director of Law and the Director of Finance are each separately authorized to execute and deliver on behalf of the City such certificates, documents and instruments in connection with the City's approval of the Obligations as may be required, necessary or appropriate, such instruments to be prepared by and at the expense of OCLC and to be in such form as may be approved by such officer, which approval shall be conclusively evidenced by the execution thereof by such officer. Section 3. Compliance with Open Meetings Requirements. This Council finds and determines that all formal actions of this Council and any of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council or any of its committees, and that all deliberations of this 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. RECORD OF RESOLUTIONS &ARKPrr BROTHERS - DAYTON.OHIO Form Resolution No. 36-25 Passed Page 2 Section 4. Effective Date. This Resolution shall be in fL effect on the earliest date permitted by law. Passed this 23 -) day of , 2025. Mayor -- Presiding Officer Attest: (I '. -/,. L.—,- �,. - I Off of C ncil -2- Office of the City Manager 1111 Perimeter Drive • Dublin, OH 43017 City of Dublin Phone: 614.410.4400 To: Members of Dublin City Council From: Megan D. O'Callaghan, P.E., City Manager Date: June 17, 2025 Initiated By: Jeremiah Gracia, Director of Economic Development Kendel L. Blake, Assistant to the City Manager Memo Re: Resolution 36-25 — Approving the Issuance of a Revenue Lease Obligation for the Benefit of OCLC by the Columbus -Franklin County Finance Authority Background On November 24, 2020, Dublin City Council passed Resolution 70-20, approving the Issuance of a Revenue Lease Obligation for the Benefit of OCLC by the Columbus - Franklin County Finance Authority (CFCFA). At that time, the CFCFA issued a revenue lease obligation in an amount not to exceed $89 million to assist OCLC in financing and refinancing the costs of renovation to its facility, and the improvement, acquisition and installation of computers, servers, software, and other related equipment to be used to provide bibliographic, cataloging, and reference services for libraries. See attached documentation for the historical record. Summary The CFCFA is again undertaking a tax-exempt lease financing arrangement for the benefit of OCLC, which is headquartered in Dublin. OCLC has requested that the CFCFA issue revenue lease obligations not to exceed $40,000,000 (the Obligations) to assist OCLC in financing the costs of the Project, and OCLC is agreeable to making payments to the Authority sufficient to pay all of the principal of and premium, if any, and interest on the Obligations. OCLC is agreeable to making payments to the CFCFA sufficient to pay all of the principal of and premium, if any, and interest on the obligations. The Internal Revenue Code requires the approval of the applicable elected officials of the jurisdiction where such a project is located — in this case, the approval of Dublin City Council. The approval is just that — approving the financing arrangement — and is nothing more. The City is not issuing the obligations; the City is not in any way responsible for the repayment of the obligations; and no tax dollars are pledged or involved in this arrangement. The CFCFA held the required public hearing on Tuesday, May 27, 2025, commencing at 11:00 a.m. EDT. No public comments were provided. Attached is the public hearing report and related materials including a summary of the hearing, and the notice of the hearing that was published on the Finance Authority' s website in accordance with the Internal Revenue Code regulations. Recommendation Staff is recommending the jurisdictional approval of this financing arrangement between OCLC and CFCFA on June 23, 2025. RECORD OF RESOLUTIONS BARRETTBROTHERS •DAYTON,OHIO Form6301 70-20 Resolution No. Passed A RESOLUTION APPROVING, SOLELY FOR THE PURPOSE OF SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUANCE OF REVENUE LEASE OBLIGATIONS FOR THE BENEFIT OF OCLC, INC. BY THE COLUMBUS- FRANKLIN COUNTY FINANCE AUTHORITY AND AUTHORIZING OTHER DOCUMENTS IN CONNECTION WITH THE ISSUANCE OF THE OBLIGATIONS. WHEREAS, OCLC, Inc. C'OCLC'�, an Ohio nonprofit corporation that owns and operates certain library facilities located within both the City and the jurisdiction of the Columbus - Franklin County Finance Authority (the "Authority', desires to finance and refinance the costs of renovation, improvement, acquisition and installation of assets to be used to provide bibliographic, cataloging, and reference services for libraries located at 6565 Kilgour Place, Dublin, Ohio 43017 (the "Project') pursuant to Section 13 of Article VIII, Ohio Constitution, and Chapter 4582, Ohio Revised Code (collectively, the "Act'; and WHEREAS, OCLC has requested that the Authority issue revenue lease obligations pursuant to the Act in the maximum aggregate face amount not to exceed $89,000,000 (the Obligations) to assist OCLC in financing and refinancing the costs of the Project, and OCLC is agreeable to making payments to the Authority sufficient to pay all of the principal of and premium, if any, and interest on the Obligations; and WHEREAS, the Authority held a public hearing concerning the Obligations, after publishing notice of the time and place of the public hearing not less than seven (7) days prior to the public hearing on the Authority's website (a copy of this public hearing notice is attached hereto and is incorporated herein); and WHEREAS, the Obligations will not create any pecuniary obligation on the part of the City or the Authority, and OCLC has agreed to pay all costs associated with the Obligations; NOW, THEREFORE, BE JT RESOLVED by the Council of the City of Dublin, Franklin County, State of Ohio, of the elected members concurring, that: Section 1. This Council, as the "applicable elected representative" of the City for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, hereby approves the issuance of the Obligations by the Authority in the maximum principal amount of $89,000,000. This approval is given solely for purposes of compliance with the public approval requirements of said Section 147(f). Section 2. Any member of this Council, the Director of Law and the Director of Finance are each separately authorized to execute and deliver on behalf of the City such certificates, documents and instruments in connection with the City's approval of the Obligations as may be required, necessary or appropriate, such instruments to be prepared by and at the expense of OCLC and to be in such form as may be approved by such officer, which approval shall be conclusively evidenced by the execution thereof by such officer. Section 3. Compliance with Open Meetings Requirements. This Council finds and determines that all formal actions of this Council and any of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council or any of its committees, and that all deliberations of this 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 4. Effective Date. This Ordinance shall be in full force and effect on the earliest date permitted by law. RECORD OF RESOLUTIONS BARRETTBROTHERS -DAYTON,OHIO Resolution No. 70-20 Signed: Mayor - Presiding Officer Attest: Form 6301 Passed Page 2 c � � Clerk of Council Passed: / , 2020 Effective: I / P� / , 2020 -2- City of Dublin Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017 Phone: 614.410.4400 To: Members of Dublin City Council From: Dana L. McDaniel, City Manager Date: November 24, 2020 Initiated By: Colleen Gilger Memo Re: Resolution 70-20, Approving the Issuance of a Revenue Lease Obligation for the Benefit of OCLC by the Columbus -Franklin County Finance Authority Background The Columbus -Franklin County Finance Authority is undertaking a tax-exempt lease financing arrangement for the benefit of OCLC, which headquartered in Dublin. OCLC has requested that the CFCFA issue revenue lease obligations not to exceed $89 million to assist OCLC in financing and refinancing the costs of renovation to its facility, and the improvement, acquisition and installation of computers, servers, software, and other related equipment to be used to provide bibliographic, cataloging, and reference services for libraries. OCLC is agreeable to making payments to the CFCFA sufficient to pay all of the principal of and premium, if any, and interest on the obligations. The Internal Revenue Code requires the approval of the applicable elected officials of the jurisdiction where such a project is located — in this case, the approval of Dublin City Council. The approval is just that — approving the financing arrangement — and is nothing more. The City is not issuing the obligations; the City is not in any way responsible for the repayment of the obligations; and no tax dollars are pledged or involved in this arrangement. The CFCFA held the required public hearing on Thursday, November 12, 2020. No public comments were provided. Attached is the public hearing report and related materials including a summary of the hearing, and the notice of the hearing that was published on the Finance Authority's website in accordance with the Internal Revenue Code regulations. Recommendation Staff is recommending the jurisdictional approval of this financing arrangement between OCLC and CFCFA on December 7, 2020. November 13, 2020 To: City Council City of Dublin, Ohio The undersigned, the President of the Columbus -Franklin County Finance Authority (the "Authority"), hereby advises you of the following with respect to the proposed issuance by the Authority of tax-exempt revenue lease obligations (the "Lease Obligations") pursuant to a Master Lease -Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project) (the "Agreement") and one or more Acquisition Schedules (as defined in the Agreement and together with the Agreement, the "Documents") in a maximum principal amount not to exceed $89,000,000; and the Authority, for purposes of complying with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requests your approval of the Lease Obligations: 1. A public hearing concerning the proposed issuance of the Lease Obligations and the execution and delivery by the Authority of the Documents was held by the Authority on Thursday, November 12, 2020, commencing at 8:30 a.m. EST, via toll -free telephone conference, following reasonable public notice published on November 3, 2020 on the website of the Authority. A copy of a report regarding the public hearing is attached hereto. 2. The Lease Obligations are being issued by the Authority as qualified 501(c)(3) bonds under Code Section 145 to assist OCLC, Inc. (the "Sublessee") in the financing and refinancing of costs of acquiring, equipping or installing personal, or real and personal property, related to, useful for, or in furtherance of authorized purposes under Chapter 4582, Ohio Revised Code, being generally research, distribution and commercial facilities including renovation and improvements to real property, computers, servers and peripheral equipment, computer software, office systems, furniture and equipment required for utilizing and providing computerized systems of bibliographic, cataloging, and reference services for libraries and related software (the "Project"), located within the boundaries of the County of Franklin, Ohio, at 6565 Kilgour Place, Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081. 3. The Sublessee will be the initial legal owner and principal user of the Project. 4. The above -described financing with respect to the Project will consist of (i) the issuance by the Authority of the Lease Obligations pursuant to the Documents in a maximum principal amount not to exceed $30,000,000, and (ii) the issuance by the Authority of the refinancing Lease Obligations pursuant to the Documents in a maximum principal amount not to exceed $59,000,000, each of which will be authorized at a meeting of the Board of Directors of the Authority held on November 18, 2020. COLUMBUS-FRANKLIN COUNTY FINANCE AUTHORITY Jean CarWr Ryan, President REPORT OF PUBLIC HEARING The undersigned, President of the Columbus -Franklin County Finance Authority (the "Authority"), acting on behalf of the Authority, conducted a public hearing on Thursday, November 12, 2020, at 8:30 a.m. EST, via toll -free telephone conference, with respect to the proposed issuance by the Authority of tax-exempt revenue lease obligations (the "Lease Obligations") pursuant to a Master Lease -Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project) (the "Agreement") and one or more Acquisition Schedules (as defined in the Agreement and together with the Agreement, the "Documents") in a maximum principal amount not to exceed $89,000,000, for purposes of complying with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"). The Lease Obligations are being issued by the Authority as qualified 501(c)(3) bonds under Code Section 145 to assist OCLC, Inc. (the "Sublessee") in the financing and refinancing of costs of acquiring, equipping or installing personal, or real and personal, property related to, useful for, or in furtherance of authorized purposes under Chapter 4582, Ohio Revised Code, being generally research, distribution and commercial facilities, including renovation and improvements to real property, computers, servers and peripheral equipment, computer software, office systems, furniture and equipment required for utilizing and providing computerized systems of bibliographic, cataloging, and reference services for libraries, and related software (the "Project'), located within the boundaries of the County of Franklin, Ohio, at 6565 Kilgour Place, Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081. Notice of the public hearing was published on the website of the Authority on November 3, 2020. A copy of the notice of public hearing is attached hereto. At the request of the undersigned, Allison M. Binkley of Squire Patton Boggs (US) LLP summarized the transaction and the provisions of the published notice. No written comments were submitted to the Authority in advance of the public hearing. No comments or questions were presented at the public hearing, and the public hearing was adjourned. Dated: November 13.2020 COLUMBUS-FRANKLIN COUNTY FINANCE AUTHORITY �l Jean Ca66r Ryan, President NOTICE OF PUBLIC HEARING Notice is hereby given that on Thursday, November 12, 2020, commencing at 8:30 a.m. EST, a public hearing will be held via toll -free telephone conference by the Columbus -Franklin County Finance Authority (the "Authority"). The public hearing will be held with respect to the proposed execution and delivery by the Authority of tax-exempt bonds (the "Bonds") or a tax- exempt Master Lease -Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project) and one or more Acquisition Schedules (the "Lease Documents") in a maximum principal amount not to exceed $89,000,000 in one or more series pursuant to a plan of finance. The Bonds or Lease Documents will be issued as qualified 501(c)(3) bonds as defined in Section 145 of the Internal Revenue Code of 1986, as amended, to assist OCLC, Inc. (the "Company"), a Section 501(c)(3) organization, with financing or refinancing the renovation, improvement, acquisition and installation of assets to be used to provide bibliographic, cataloging, and reference services for libraries (the "Project") in furtherance of authorized purposes under Chapter 4582, Ohio Revised Code. The Project is located entirely within the County of Franklin, Ohio, at 6565 Kilgour Place, Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081. The Bonds or the Lease Documents, as applicable, will be special obligations of the Authority and will not constitute a debt or a pledge of the faith and credit of the Authority or of the State of Ohio (the "State") or any other political subdivision of the State, and there will be no right to have taxes levied by the general assembly of the State or taxing authority of any political subdivision of the State for any payments under the Bonds or the Lease Documents, as applicable. The initial legal owner and principal user of the Project is the Company. Persons wishing to express their views on the proposed transactions may participate in the hearing by teleconference or may submit their views in writing. Interested persons wishing to express their views on the proposed issuance may attend the telephone conference by dialing the toll -free number 1-(855) 228-1766, followed by passcode 196012444. Any written submissions should be sent to the attention of the Board of Directors of the Columbus -Franklin County Finance Authority, 350 East First Ave, Suite 120, Columbus, OH 43201, Attention: President, Jean Carter Ryan and clearly marked "Re: Columbus -Franklin County Finance Authority, Master Lease - Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project)". Written submissions should be mailed in sufficient time to be received before the hearing date. By order of the President of the Columbus -Franklin County Finance Authority. By /s/ Jean Carter Ryan President, Columbus -Franklin County Finance Authority May 27, 2025 To: Andrew J. Ginther, Mayor City of Columbus, Ohio The undersigned, the President of the Columbus -Franklin County Finance Authority (the "Authority'), hereby advises you of the following with respect to the proposed issuance by the Authority of tax-exempt revenue lease obligations (the "Lease Obligations") pursuant to a Master Lease -Purchase and Sublease -Purchase Agreement (OCLC, hie. Project) (the "Agreement") and one or more Acquisition Schedules (as defined in the Agreement and together with the Agreement, the "Documents") in a maximum principal amount not to exceed $40,000,000; and the Authority, for purposes of complying with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requests your approval of the Lease Obligations: 1. A public hearing concerning the proposed issuance of the Lease Obligations and the execution and delivery by the Authority of the Documents was held by the Authority on Tuesday, May 27, 2025, commencing at 11:00 a.m. EDT, at the office of the Authority, 300 Spruce Street, Suite 220, Columbus, Ohio 43215, following reasonable public notice published on May 16, 2025 on the website of the Authority. A copy of a report regarding the public hearing is attached hereto. 2. The Lease Obligations are being issued by the Authority as qualified 501(c)(3) bonds under Code Section 145 to assist OCLC, Inc. (the "Sublessee") in the financing of costs of acquiring, equipping or installing personal, or real and personal property, related to, useful for, or in furtherance of authorized purposes under Chapter 4582, Ohio Revised Code, being generally research, distribution and commercial facilities including renovation and improvements to real property, computers, servers and peripheral equipment, computer software, office systems, furniture and equipment required for utilizing and providing computerized systems of bibliographic, cataloging, and reference services for libraries and related software (the "Project"). The Project, which constitutes an integrated operation of the Sublessee, is located within the boundaries of the County of Franklin, Ohio, at 6565 Kilgour Place, Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081. 3. The Sublessee will be the initial legal owner and principal user of the Project. 4. The above -described financing with respect to the Project will consist of the issuance by the Authority of the Lease Obligations pursuant to the Documents in a maximum principal amount not to exceed $40,000,000, which will be authorized at a meeting of the Board of Directors of the Authority to be held on June 18, 2025. COLUMBUS-FRANKLIN COUNTY FINANCE =]�W� Patricia Huddle, President REPORT OF PUBLIC HEARING The undersigned, President of the Columbus -Franklin County Finance Authority (the "Authority"), acting on behalf of the Authority, conducted a public hearing on Tuesday, May 27, 2025, at 11:00 a.m. EDT, at the office of the Authority, 300 Spruce Street, Suite 220, Columbus, Ohio 43215, with respect to the proposed issuance by the Authority of tax-exempt revenue lease obligations (the "Lease Obligations") pursuant to a Master Lease -Purchase and Sublease - Purchase Agreement (OCLC, Inc. Project) (the "Agreement") and one or more Acquisition Schedules (as defined in the Agreement and together with the Agreement, the "Documents") in a maximum principal amount not to exceed $40,000,000, for purposes of complying with Section 147(t) of the Internal Revenue Code of 1986, as amended (the "Code"). The Lease Obligations are being issued by the Authority as qualified 501(c)(3) bonds under Code Section 145 to assist OCLC, Inc. (the "Sublessee") in the financing of costs of acquiring, equipping or installing personal, or real and personal, property related to, useful for, or in furtherance of authorized purposes under Chapter 4582, Ohio Revised Code, being generally research, distribution and commercial facilities, including renovation and improvements to real property, computers, servers and peripheral equipment, computer software, office systems, furniture and equipment required for utilizing and providing computerized systems of bibliographic, cataloging, and reference services for libraries, and related software (the "Project'). The Project, which constitutes an integrated operation of the Sublessee, is located within the boundaries of the County of Franklin, Ohio, at 6565 Kilgour Place, Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081. Notice of the public hearing was published on the website of the Authority on May 16, 2025. A copy of the notice of public hearing is attached hereto. At the request of the undersigned, Allison M. Binkley of Squire Patton Boggs (US) LLP summarized the transaction and the provisions of the published notice. No written comments were submitted to the Authority in advance of the public hearing. No comments or questions were presented at the public hearing, and the public hearing was adjourned. Dated: May 27, 2025 COLUMBUS-FRANKLIN COUNTY FINANCE AUTH Patricia Huddle, President NOTICE OF PUBLIC HEARING Notice is hereby given that on Tuesday, May 27, 2025, commencing at 11:00 a.m. EDT, a public hearing will be held on behalf of the City of Columbus, Ohio, Blendon Township (Franklin County, Ohio) and the City of Dublin, Ohio by the Columbus -Franklin County Finance Authority (the "Authority") at its offices located at 300 Spruce Street, Suite 220, Columbus, OH 43215. The public hearing will be held with respect to the proposed execution and delivery by the Authority of tax-exempt bonds (the "Bonds") or a tax-exempt Master Lease -Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project) and one or more Acquisition Schedules (the "Lease Documents") in a maximum principal amount not to exceed $40,000,000 in one or more series pursuant to a plan of finance. The Bonds or Lease Documents will be issued as qualified 501(c)(3) bonds as defined in Section 145 of the Internal Revenue Code of 1986, as amended, to assist OCLC, Inc. (the "Company"), a Section 501(c)(3) organization, with financing the renovation, improvement, acquisition and installation of assets to be used to provide bibliographic, cataloging, and reference services for libraries (the "Project") in furtherance of authorized purposes under Chapter 4582, Ohio Revised Code. The Project, which comprises an integrated operation of the Company, is located entirely within the County of Franklin, Ohio, at 6565 Kilgour Place, Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081. The Bonds or the Lease Documents, as applicable, will be special obligations of the Authority and will not constitute a debt or a pledge of the faith and credit of the Authority or of the State of Ohio (the "State") or any other political subdivision of the State, and there will be no right to have taxes levied by the general assembly of the State or taxing authority of any political subdivision of the State for any payments under the Bonds or the Lease Documents, as applicable. The initial legal owner and principal user of the Project is the Company. Persons wishing to express their views on the proposed transactions may participate in the hearing in person or may submit their views in writing. Any written submissions should be sent to the attention of the Board of Directors of the Columbus -Franklin County Finance Authority, 300 Spruce Street, Suite, 220, Columbus, OH 43215, Attention: President, Patricia Huddle and clearly marked "Re: Columbus -Franklin County Finance Authority, Master Lease -Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project)". Written submissions should be mailed in sufficient time to be received before the hearing date. By order of the President of the Columbus -Franklin County Finance Authority. By /s/ Patricia Huddle President, Columbus -Franklin County Finance Authority