HomeMy WebLinkAboutOrdinance 22-25RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. 22-25 Passed ;
PROVIDING FOR THE ISSUANCE AND SALE OF BONDS IN THE
MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF $32,900,000
FOR THE PURPOSE OF PAYING THE COSTS OF REFUNDING
BONDS PREVIOUSLY ISSUED BY THE CITY FOR THE PURPOSE
OF PAYING THE COSTS OF VARIOUS PUBLIC INFRASTRUCTURE
PROJECTS
WHEREAS, pursuant to Ordinances No. 43-12 and No. 44-12, each passed August 8,
2012 (collectively, the “2012 Bond Ordinance’), bonds in the aggregate principal amount
of $4,900,000, dated October 2, 2012 (the “2012 Bonds"), were issued as part of a
consolidated issue for the component purposes described in clause (a) of Section 2; and
WHEREAS, pursuant to Ordinances No. 60-15, No. 61-15, No. 62-15 and No. 63-15,
each passed September 8, 2015 (collectively, the “2015 Bond Ordinance” and, together
with the 2012 Bond Ordinance, the “Refunded Bonds Ordinances’), bonds in the
aggregate principal amount of $49,200,000, dated September 30, 2015 (the “2015
Bonds"), were issued for the component purposes described in clause (b) of Section 2;
and
WHEREAS, this City Council finds and determines that it will be in the City’s best interest
to issue general obligation bonds in accordance with Chapter 133 of the Ohio Revised
Code and this Ordinance (the “Bonds") in order to refund at a lower rate of interest all
or a portion of the outstanding 2012 Bonds (collectively, the “ Outstanding 2012 Bonds")
which Outstanding 2012 Bonds are currently subject to prior redemption at the option of
the City at a redemption price of 100% of par plus any accrued interest to their
redemption date, and to pay any expenses relating to that refunding and the issuance of
the Bonds; and
WHEREAS, this City Council finds and determines that it will be in the City’s best interest
to issue the Bonds in order to refund at a lower rate of interest all or a portion of the
outstanding 2015 Bonds (collectively, the “Outstanding 2015 Bonds" and, together with
the Outstanding 2012 Bonds, the “Outstanding Bonds”), which Outstanding 2015 Bonds,
commencing on December 1, 2025, will be subject to prior redemption at the option of
the City at a redemption price of 100% of par plus any accrued interest to their
redemption date, and to pay any expenses relating to that refunding and the issuance of
the Bonds; and
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 each component purpose
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 each component purpose of the Improvement Is at least
five (5) years and that the maximum maturity of the Bonds is (i) December 1, 2032 for
the portion of the Bonds allocable to the component purposes described in clause (a) of
Section 2 and (ii) December 1, 2035 for the portion of the Bonds allocable to the
component purposes described in clause (b) of Section 2;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, Fl 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.
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Ordinance No. Passed ;
“Bond Proceedings" means, collectively, this Ordinance, the Certificate of Award, the
Continuing Disclosure Agreement, the Escrow 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, “Sond 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 system’ 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.
“ 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.
“Codé’ 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
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Ordinance No. Passed ;
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).
“ 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.
“Escrow Agreement’ means the Escrow Agreement between the City and the Escrow
Trustee, 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
10.
“Escrow Fund’ means the City of Dublin, Ohio — Series 2025 Refunding Escrow Fund
created pursuant to Section 10 and in accordance with the Escrow Agreement.
“Escrow Trustee’ 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 10 as the initial escrow trustee for the Refunded Bonds under the Escrow
Agreement and until a successor Escrow Trustee shall have become such pursuant to the
provisions of the Escrow Agreement and, thereafter, “£scrow Trustee” shall mean the
successor Escrow Trustee.
“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).
“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 as determined necessary by the Director of Finance in
the Certificate of Award, provided that the first Principal Payment Date for the portion of
the Bonds allocable to a component purpose shall occur no later than December 31 of
the calendar year in which the earliest maturity date of the Refunded Bonds related to
that component purpose is scheduled, and provided further that in no case shall the final
Principal Payment Date of the portion of the Bonds allocable to any component purpose
exceed the maximum maturity limitation referred to in the preambles hereto for that
related component purpose, 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.
“Redemption Date’ means the date or dates designated by the Director of Finance in the
Certificate of Award as the earliest practicable date or dates on which the respective
Refunded Bonds shall be redeemed in accordance with Section 10, provided that such
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Ordinance No. Passed .
Redemption Date or Dates shall be no later than ninety (90) days following the Closing
Date.
“Refunded Bonds" means, collectively, the principal maturities of the Outstanding Bonds
to be determined by the Director of Finance in the Certificate of Award as the maturities
the refunding of which will 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 aggregate principal amount of $32,900,000 (the “Sonds”)
for the purpose of paying the costs of refunding bonds previously issued by the City for
the purpose of paying the costs of (a)(i) improving the municipal sewer system by
repairing and relining sewer lines, together with all incidental work and related
appurtenances thereto and (ii) improving the municipal water system by constructing a
water tower, together with all incidental work and related appurtenances thereto and
(b)(i) expanding the City’s Justice Center and otherwise improving the site, together with
all incidental work and related appurtenances thereto. (ii) improving the municipal sewer
system by repairing and relining sewer lines, together with all incidental work and related
appurtenances thereto, (iii) improving the City’s vehicular transportation system within
and serving the Bridge Street District, including but not limited to High Street, Longshore
Street, Mooney Street, Tuller Ridge Drive, Banker Drive, North Riverview Street and
Bridge Park Avenue, by constructing, reconstructing, extending, opening, widening,
grading, draining, curbing, paving and resurfacing, and site preparation, relocating
electric and communications facilities, installing sanitary sewer, storm sewer and water
improvements, signage and signalization, sidewalks and bikeways, streetscaping,
landscaping and aesthetic improvements, and acquiring interests in real estate therefor,
together with all incidental work and related appurtenances thereto and (iv) improving
the City’s vehicular transportation system within and serving the Bridge Street District,
including but not limited to State Route 161, Riverside Drive and John Shields Parkway,
by constructing, reconstructing, extending, opening, widening, grading, draining,
curbing, paving and resurfacing, and site preparation, relocating electric and
communications facilities, installing sanitary sewer, storm sewer and_ water
improvements, signage and signalization, sidewalks and bikeways, streetscaping,
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BARRETT BROTHERS - DAYTON, OHIO Form 6220S
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landscaping and aesthetic improvements, and acquiring interests in real estate therefor,
together with all incidental work and related appurtenances thereto (collectively, the
“Improvement’), 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.
The aggregate principal amount of Bonds to be issued shall not exceed the maximum
aggregate 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 aggregate 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 refunding the Refunded Bonds, other City
monies available for the purpose, the estimates of the Financing Costs and the interest
rates on the Bonds. The Refunded Bonds shall be determined by the Director of Finance
in the Certificate of Award as the maturities of the Outstanding Bonds the refunding of
which will be in the best interest of and financially advantageous to the City.
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, escrow trustee, verification
consultant, bidding 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/or the Registrar Agreement) shall be used to pay costs of
refunding the Refunded Bonds and/or be paid into the Bond Retirement Fund, with such
determination being made by the Director of Finance in the Certificate of Award,
consistent with the Director of Finance’s determination of the best interest of and financial
advantages to the City. Any portion of those proceeds received by the City representing
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
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0 BARRETT BROTHERS - DAYTON, OHIO Form 6220S
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Ordinance No. Passed ,
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 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 as to demonstrate a net present value savings to the City due to the refunding of the Refunded Bonds, after taking into account all expenses related to that refunding and the issuance of the Bonds.
(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 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
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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 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
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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 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
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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.
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 Exchange; 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
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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 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 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.
RECORD OF ORDINANCES
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Ordinance No. Passed ;
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 the net revenues from the municipal sanitary sewer system
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 net revenues
so available and appropriated.
In each year to the extent the net revenues from the municipal waterworks system 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 net revenues so
available and appropriated.
In each year to the extent the net revenues from any related tax increment financing
service payments in lieu of taxes 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 net revenues so available and appropriated.
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, and to the extent not paid from net revenues of the municipal sanitary sewer system, the
municipal waterworks system or related tax increment financing service payments in lieu
of taxes, 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 four preceding paragraphs 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
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Ordinance No. Passed ,
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.
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.
Each covenant made in this Section with respect to the Bonds is also made with respect to all issues any portion of the debt service on which is paid from proceeds of the Bonds
(and, if different, the original issue and any refunding issues in a series of refundings), to the extent such compliance is necessary to assure exclusion of interest on the Bonds from gross income for federal income tax purposes, and the officers identified above are authorized to take actions with respect to those issues as they are authorized in this
Section to take with respect to the Bonds.
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
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Ordinance No. Passed ,
the original issuance of the Bonds, and (iv) complete and sign those official statements
and 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 available and otherwise from any other funds lawfully available
that are appropriated or shall be appropriated for that purpose.
Section 10. Call for Redemption; Escrow Trustee; Escrow Agreement; Escrow Fund. To provide for the payment of the principal of and interest on the Refunded Bonds, 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 Escrow
Trustee. The City Manager and the Director of Finance shall sign and deliver, in the name and on behalf of the City, the Escrow Agreement between the City and the Escrow
Trustee, in substantially the form as is now on file with the Clerk of Council. The Escrow
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22-25 Page 14 Ordinance No. Passed :
Fund provided for in the Escrow Agreement is hereby created. The Escrow 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 Escrow 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 Escrow Agreement, except to the
extent 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 then from other
money lawfully available and appropriated or to be appropriated for that purpose.
Acting pursuant to the Refunded Bonds Ordinances, the Refunded Bonds, as determined
by the Director of Finance in the Certificate of Award to be refunded and called for
redemption, are hereby called for redemption on the earliest practicable date or dates as
set forth in the Certificate of Award (collectively, the “Redemption Date") at the required
redemption price of the principal amount thereof, and the Director of Finance is hereby
authorized and directed to cause those Refunded Bonds to be called for redemption on
the Redemption Date and arrange for the notice of redemption to be given in accordance
with the applicable provisions of the Refunded Bonds Ordinances.
For informational purposes, a certified copy of this Ordinance shall be sent by the Director
of Finance to the current bond registrar for the Refunded Bonds.
In order to provide for the payment of (a) the interest on the Refunded Bonds on each
interest payment date following the Closing Date and through the Redemption Date, (b)
the principal and mandatory sinking fund payments (if any in each case) of the Refunded
Bonds maturing on or prior to the Redemption Date, and (c) the principal of the Refunded
Bonds to be called for redemption on the Redemption Date, the City covenants and
agrees with the Escrow Trustee and with the owners of the Refunded Bonds that the City
will take, and will cause the Escrow Trustee to take, all steps required by the terms of
the Escrow Agreement to carry out such payments. The City will provide from the
proceeds of the Bonds and other available funds in accordance with this Ordinance,
moneys and investments sufficient to pay in full (a) the interest on the Refunded Bonds
on each interest payment date following the Closing Date and through the Redemption
Date, (b) the principal and mandatory sinking fund payments (if any in each case) of the
Refunded Bonds maturing on or prior to the Redemption Date, and (c) the principal of
the Refunded Bonds to be called for redemption on the Redemption Date. The City
covenants and agrees with the Escrow Trustee and with the owners of the Refunded
Bonds that the City will take, and will cause the Escrow Trustee to take, all steps required
by the terms of this Ordinance, Section 133.34 of the Ohio Revised Code, and the Escrow
Agreement to carry out such payments so that the Refunded Bonds are not deemed to
be outstanding.
There shall be delivered to the Escrow Trustee for the Escrow Fund proceeds to be
received from the sale of the Bonds and other available funds which shall be held in cash,
or, if and to the extent determined by the Director of Finance to-be financially
advantageous to the City, invested in United States Treasury Obligations (* 7reasury
Securities"), State and Local Government Series (“SLG Securities’) or other direct
obligations of, or obligations guaranteed as to both principal and interest by, the United
States of America as defined in Section 133.34 of the Ohio Revised Code (direct
obligations and guaranteed obligations together with the SLG Securities, collectively, the
“ Securities’).
The moneys in the Escrow Fund which shall be held in cash and Securities (if any) may,
if and to the extent determined by the Director of Finance to be financially advantageous
to the City, be certified by an independent public accounting firm of national reputation
in a written report (the “Verification Report’) to be of such maturities or redemption
dates and interest payment dates, and to bear such interest, as will be sufficient together
with any moneys in the Escrow Fund to be held in cash as contemplated by the
Verification Report, without further investment or reinvestment of either the principal
RECORD OF ORDINANCES
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Ordinance No. Passed ,
amount thereof or the interest earnings therefrom, to cause the Refunded Bonds to be
deemed to be not outstanding as provided for in Section 133.34 of the Ohio Revised Code. The balance of the proceeds to be received from the sale of the Bonds, less any amount thereof contemplated by the Verification Report to be held in cash in the Escrow
Fund and less any amount otherwise provided for herein, shall be used for the payment of costs related to the refunding and the issuance of the Bonds. The Director of Finance
is hereby authorized to retain and designate in the Certificate of Award an independent
public accounting firm of national reputation to prepare and deliver the Verification
Report.
At the direction of the Director of Finance, the Escrow Trustee or the Original Purchaser
is authorized to apply and subscribe for SLG Securities on behalf of the City. Further, if
the Director of Finance determines that it would be in the best interest of and financially advantageous to the City to purchase Treasury Securities for deposit into the Escrow Fund, the Director of Finance or any other officer of the City, on behalf of the City and in their official capacity, may purchase and deliver such obligations, engage the services of a municipal advisor, bidding agent or similar entity for the purpose of facilitating the bidding, purchase and delivery of such obligations for, and any related structuring of, the Escrow Fund, execute such instruments as are deemed necessary to engage such services for such purpose, and provide further for the payment of the cost of obtaining such services, except to the extent paid by the Original Purchaser in accordance with the Certificate of Award, 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.
Any such moneys, and Securities (if any), in addition thereto contemplated by the Verification Report to be held in cash, shall be held by the Escrow Trustee in trust and committed irrevocably to the payment of the principal of and interest on the Refunded Bonds.
section 11. Bond Counsel. The legal services of the law firm of Squire Patton Boggs (US) LLP, as bond counsel, 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 12. 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
RECORD OF ORDINANCES
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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 13. 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 14. 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 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 15. 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 16. Effective Date. This Ordinance shall be in full force and effect on the earliest date permitted by law.
Signed: (YA DB
Mayor - Presiding Officer
Passed: an £3 , 2025
Effective: Out 28 2025
To: Members of Dublin City Council
From: Megan O’Callaghan P.E., City Manager
Date: May 27, 2025
Initiated By: Jaime Hoffman, Interim CFO/Director of Finance
Brian S. Cooper, Baker Tilly Municipal Advisors, LLC
Re: Ordinance 22-25 – Providing for the Issuance of Bonds and Refinancing of
Existing Debt
Background
Authorizes the issuance of bonds totaling $32,900,000 for the purpose of refinancing existing debt
to reduce the City’s future interest costs.
The City’s municipal advisor Baker Tilly estimates the potential savings of refunding the existing
bonds at $718,884.17 through 2034. This value represents a potential present value savings of 3.1%
The City’s debt policy specifies:
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017-1090
Phone: 614.410.4400 • Fax: 614.410.4490 Memo
Memo re. Providing for the Issuance of Bonds and Refinancing of Existing Debt
May 27, 2025
Page 2 of 2
The City’s policy is consistent with Government Finance Officers Associations (GFOA) best practice
on debt refinancing. These bonds were issued in 2012 and 2015 and based on the metrics outlined
above are an excellent opportunity for the City to reduce future interest costs.
A meeting with the rating agencies regarding these bonds is scheduled for the mid-July, pricing to
occur at the beginning of August and closing to occur around September 3.
Recommendation
Staff recommends approval at the second reading/public hearing on June 23, 2025.
2025 Bond Issuance Ordinances
Ordinances 17-25 through 23-25
Finance
The City of Dublin, Ohio –Issuer
▪Ms. Megan O’Callaghan, City Manager
▪Ms. Jaime Hoffman, Interim CFO/Director of Finance Operations
Baker Tilly Municipal Advisors, LLC –Municipal Advisor
▪Mr. Brian Cooper, Principal
▪Mr. Tom Ricchiuto, Senior Manager
Squire Patton Boggs (US) LLP –Bond Counsel
▪Mr. Chris Franzmann, Partner
2025 Bond Issue –Participants
▪Provides funding of up to $20,955,000 for the following general purposes:
▪Northern Historic Dublin Area Infrastructure Improvements –$10,430,000
▪Dublin Community Recreation Center –$5,000,000
▪Municipal Recreation Facilities –$4,875,000
▪Sewer Projects –$650,000
▪Refunding of up to $48,900,000 for the following existing debt:
▪2012 and 2015 General Obligation Bonds -$32,900,000
▪2015A Nontax Revenue Bonds -$16,000,000
2025 Bond Issue and Refunding
2025 Bond Issue –Historical True Interest Cost
2025 Bond Issue –Debt Metrics
2025 Bond Issue –Debt Metrics
2025 Bond Issue –Debt Metrics
2025 Bond Issue –Timeline