HomeMy WebLinkAbout56-09 OrdinanceRECORD OF ORDINANCES
Davmn Legal Blank, Inc.
Ordinance No.
56 -09
Passed 20
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
BONDS IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF
$5,225,000 FOR THE PURPOSE OF PAYING THE COSTS OF
REFUNDING BONDS PREVIOUSLY ISSUED BY THE CITY FOR THE
PURPOSE OF PAYING COSTS OF (A) IMPROVING THE MUNICIPAL
WATER SYSTEM BY CONSTRUCTING AN ELEVATED WATER
STORAGE TANK, (B) IMPROVING THE MUNICIPAL WATER
SYSTEM BY CONSTRUCTING AND INSTALLING WATER MAINS, (C)
CONSTRUCTING, FURNISHING AND EQUIPPING THE SERVICE
COMPLEX BUILDING, (D) CONSTRUCTING A SWIMMING POOL
AND OTHER RECREATIONAL FACILITIES, (E) IMPROVING
FRANTZ ROAD BETWEEN CERTAIN TERMINI, (F) IMPROVING
THE MUNICIPAL SANITARY SEWER SYSTEM BY CONSTRUCTING
AND INSTALLING A PUMP STATION, (G) ACQUIRING A FACILITY
AND RELATED SITE FOR USE AS A CENTER FOR THE ARTS, (H)
CONSTRUCTING EMERALD PARKWAY BETWEEN CERTAIN
TERMINI, (1) IMPROVING RINGS ROAD BETWEEN CERTAIN
TERMINI, (J) CONSTRUCTING PERIMETER DRIVE BETWEEN
CERTAIN TERMINI, INCLUDING THE REALIGNMENT AND
RECONSTRUCTION OF POST ROAD, CONSTRUCTING PERIMETER
LOOP ROAD BETWEEN CERTAIN TERMINI AND IMPROVING THE
RELATED INTERSECTIONS, AND (I) RENOVATING THE FACILITY
AND RELATED SITE FOR THE CENTER FOR THE ARTS, ALL
TOGETHER WITH INCIDENTAL WORK AND RELATED
APPURTENANCES, AND DECLARING AN EMERGENCY.
WHEREAS, pursuant to Ordinance No. 109 -98 passed September 8, 1998 (the "Series 1998B
Bond Ordinance "), bonds in the aggregate principal amount of $8,075,000 dated as of
October 15, 1998 (the "Series 1998B Bonds "), were issued for the purposes stated in Sections
2(a) through 2(f) (collectively, the "1998B Purposes "); and
WHEREAS, pursuant to Ordinance No. 136 -00 passed October 16, 2000, bonds in the
aggregate principal amount of $1,360,000 dated as of December 1, 2000, were issued for the
purpose stated in Section 2(g) (the "2000 Arts Center Purpose T'); and
WHEREAS, pursuant to Ordinance No. 137 -00 passed October 16, 2000, bonds in the
aggregate principal amount of $2,020,000 dated as of December 1, 2000, were issued for the
purpose stated in Section 2(h) (the "2000 Emerald Parkway Purpose "); and
WHEREAS, pursuant to Ordinance No. 139 -00 passed October 16, 2000, bonds in the
aggregate principal amount of $3,535,000 dated as of December 1, 2000, were issued for the
purpose stated in Section 2(i) (the "2000 Rings Road Purpose "); and
WHEREAS, pursuant to Ordinance No. 140 -00 passed October 16, 2000, bonds in the
aggregate principal amount of $3,940,000 dated as of December 1, 2000, were issued for the
purpose stated in Section 20) (the "2000 Perimeter Drive Purpose "); and
WHEREAS, pursuant to Ordinance No. 143 -00 passed October 16, 2000 (collectively with
Ordinances No. 136 -00, No. 137 -00, No. 139 -00 and No. 140 -00, the "Series 2000B Bond
Ordinance "), bonds in the aggregate principal amount of $755,000 dated as of December 1,
2000 (collectively with the abovementioned series of bonds issued in 2000, the "Series 2000E
Bonds "), were issued for the purpose stated in Section 2(k) (the "2000 Arts Center Purpose IT'
and, together with the 2000 Arts Center Purpose I, the 2000 Emerald Parkway Purpose, the
2000 Rings Road Purpose and the 2000 Perimeter Drive Purpose, the "2000B Purposes ", and
together with the 1998B Purposes, the "Purposes "); and
WHEREAS, this Council finds and determines that it will be in the City's best interest to issue
general obligation bonds in accordance with Section 133 of the Ohio Revised Code, in the
maximum aggregate principal amount of $5,225,000 (the "Bonds "), in order to refund at a lower
rate of interest the Series 1998B Bonds maturing on December 1, 2010 (the "Refunded Series
1998B Bonds "), and the Series 2000B Bonds maturing on December 1, 2020 (the "Refunded
Series 2000E Bonds" and, together with the Refunded Series 1998B Bonds, the "Refunded
Bonds "), and to pay the financing costs with respect to the Bonds; and
RECORD OF ORDINANCES
Ordinance No. 56 -09 Passed P age 2 of 15 20
WHEREAS, this Council has requested that the Director of Finance, as fiscal officer of this City,
certify the estimated life or period of usefulness of each purpose comprising the Improvement (as
defined in Section 2) and the maximum maturity of the Bonds described in Section 2; and
WHEREAS, the Director of Finance has certified to this Council that the estimated life or period
of usefulness of each component of the Improvement (as defined in Section 2) is at least five (5)
years and that pursuant to the terms of this Ordinance, the maximum maturity of the Bonds
allocable to refunding the bonds originally issued for the purposes described in clauses (a)
through (k) above does not exceed the maximum legally permitted maturities of the Refunded
Bonds originally issued for the purposes described in clauses (a) through (k) above, all as
calculated in accordance with Section 133.20 and Section 133.34 of the Ohio Revised Code;
NOW THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio,
of the elected members concurring, that:
Section 1 . Definitions and Interpretation hi addition to the words and terms elsewhere defined
in this Ordinance, unless the context or use clearly indicates another or different meaning or
intent:
"Annual Information" means the annual financial information and operating data of the
type to be specified in the Continuing Disclosure Certificate in accordance with the Rule.
"Authorized Denominations" means the denomination of $5,000 or any integral multiple
in excess thereof.
"Bond proceedings" means, collectively, this Ordinance, the Certificate of Award, the
Continuing Disclosure Certificate and such other proceedings of the City, including the Bonds,
that provide collectively for, among other things, the rights of holders and beneficial owners of
the Bonds.
"Bond Register" means all books and records necessary for the registration, exchange
and transfer of Bonds as provided in Section 5.
"Bond Registrar" means a bank or trust company authorized to do business in the State
of Ohio and designated by the Director of Finance in the Certificate of Award pursuant to Section
4 as the initial authenticating agent, bond registrar, transfer agent and paying agent for the Bonds
under the Registrar Agreement and until a successor Bond Registrar shall have become such
pursuant to the provisions of the Registrar Agreement and, thereafter, "Bond Registrar" shall
mean the successor Bond Registrar.
"Bonds" means, collectively, the Serial Bonds and the Term Bonds, each as is designated
as such in the Certificate of Award.
"Book entry form" or "book entry system" means a form or system under which (a) the
ownership of book entry interests in Bonds and the principal of and interest 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 only to a Depository or its nominee as registered owner, with the Bonds
"immobilized" in the custody of the Depository or its designated agent. The book entry
maintained by others than the City is the record that identifies the owners of book entry interests
in those 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.
"Closing Date" means the date of physical delivery of, and payment of the purchase
price for, the Bonds.
"Code" means the Internal Revenue Code of 1986, 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
RECORD OF ORDINANCES
Dayton Legal Blank, Inc.
Ordinance No. 56 -09
Form_N _
I
Passed Page 3 of 15 20
applicable successor section or provision and such applicable Regulations, rulings,
announcements, notices, procedures and determinations pertinent to that Section.
"Continuing Disclosure Certificate" means the certificate authorized by Section 9(c), to
be substantially in the form on file with the Clerk of Council, and which, together with the
agreements of the City set forth in that Section 9(c), shall constitute the continuing disclosure
agreement (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.
"Depository" means any securities depository that is a clearing agency under federal law
operating and maintaining, with its Participants or otherwise, a book entry system to record
ownership of book entry interests in Bonds or the principal of and interest on Bonds, and to effect
transfers of Bonds, in book entry form, and includes and means initially The Depository Trust
Company (a limited purpose trust company), New York, New York.
"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 the City Commission and
executed by the Director of Finance in accordance with Section 10.
"Escrow Fund" means The City of Dublin, Ohio — Series 2009B Refunding Escrow
Fund created pursuant to the Escrow Agreement.
"Interest Payment Dates" means June 1 and December 1 of each year that the Bonds are
outstanding, commencing on the date specified in the Certificate of Award.
"MSRB" means the Municipal Securities Rulemaldng Board established by the SEC.
"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 (a) with respect to the Bonds issued to refund the
Refunded Series 1998B Bonds, December 1 in any of the years from and including 2009 to
and including 2010 and (b) with respect to the Bonds issued to refund the Refunded Series
2000B Bonds, December 1 in any of the years from and including 2009 to and including 2020,
provided that in no case shall the final Principal Payment Date of the portions of the Bonds
issued for any of the Purposes exceed the maximum maturity limitations referred to in the
preambles hereto, all of which determinations shall be made by the Director of Finance in the
Certificate of Award in such manner as to be in the best interest of and financially
advantageous to the City.
"Purchase Agreement" means the Bond Purchase Agreement between the City and the
Original Purchaser, as it may be modified from the form on file with the Clerk of Council and
executed by the Director of Finance in accordance with Section 6.
"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 Director of Finance 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.
RECORD OF ORDINANCES
Ordinance No. 56 -09 Passed
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"Specked Events" means the occurrence of any of the following events, within the
meaning of the Rule, with respect to the Bonds, as applicable: principal and interest payment
delinquencies; non- payment related defaults; unscheduled draws on debt service reserves
reflecting financial difficulties; unscheduled draws on credit enhancements reflecting financial
difficulties; substitution of credit or liquidity providers, or their failure to perform; adverse tax
opinions or events affecting the tax- exempt status of the Bonds; modifications to rights of holders
or beneficial owners of the Bonds; Bond calls; defeasances; release, substitution, or sale of
property securing repayment of the Bonds; and rating changes. The repayment of the Bonds is
not secured by a lien on any property capable of release or sale or for which other property may
be substituted.
"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 Princinal Amount and Purpose; Application of Proceeds This 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 $5,225,000 (the "Bonds ") for the purpose of paying the
costs of refunding bonds previously issued by the City for the purpose of paying costs of (a)
improving the municipal water system by constructing an elevated water storage tank, (b)
improving the municipal water system by constructing and installing water mains, (c)
constructing, furnishing and equipping the service complex building, (d) constructing a
swimming pool and other recreational facilities, (e) improving Frantz Road between certain
termini, (f) improving the municipal sanitary sewer system by constructing and installing a pump
station, (g) acquiring a facility and related site for use as a Center for the Arts, (h) constructing
Emerald Parkway between certain termini, (i) improving Rings Road between certain termini, 0)
constructing Perimeter Drive between certain termini, including the realignment and
reconstruction of Post Road, constructing Perimeter Loop road between certain termini and
improving the related intersections, and (k) renovating the facility and related site for the Center
for the Arts, all together with incidental work and related appurtenances (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 Series 1998B Bonds and the Refunded Series 2000B
Bonds, the estimated financing costs and the interest rates on the Bonds. The principal maturities
of the Refunded Series 1998B Bonds and the Refunded Series 2000B Bonds to be refunded shall
be those determined by the Director of Finance in the Certificate of Award to be the maturities the
refunding of which will be in the best interest of and to the financial advantage of 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 as described below) shall be paid into the proper fund or
funds, and those proceeds are appropriated and shall be used for the purpose for which the Bonds
are being issued. The Certificate of Award and the Purchase Agreement may authorize the
Original Purchaser to withhold certain proceeds from the purchase price of the Bonds to provide
for the payment of certain financing costs on behalf of the City. Any portion of those proceeds
received by the City (after payment of those financing costs) representing premium shall be paid
into the Bond Retirement Fund and/or the Escrow Fund as determined by the Director of Finance
in the Certificate of Award. Any portion of those proceeds 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 the Authorized
Denominations, but in no case as to a particular maturity date exceeding the principal amount
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Ordinance No
56 -09
Passed Page 5 of 15 20
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 the rate or rates of
interest 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, 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 (as hereinafter defined and described) on the
Principal Payment Dates in principal amounts as shall be determined by the Director of Finance,
subject to subsection (c) of this Section, in the Certificate of Award, which determination shall
be in the best interest of and financially advantageous to the City.
Consistent with the foregoing and in accordance with the determination of the best
interest of and financial advantages to the City, the Director of Finance shall specify in the
Certificate of Award (i) the aggregate principal amount of Bonds to be issued as Serial Bonds, the
Principal Payment Date or Dates on which those Bonds shall be stated to mature and the principal
amount thereof that shall be stated to mature on each such Principal Payment Date, and (ii) the
aggregate principal amount of Bonds to be issued as Term Bonds, the Principal Payment Date or
Dates on which those Bonds shall be stated to mature, the 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 (as defined below) on each Mandatory Redemption
Date.
(c) Conditions for Establishment of Interest Rates and Principal Payment Dates and
Amounts The net interest rate per year for the Bonds determined by taking into account the
respective principal amounts of the Bonds and terms to maturity or mandatory sinking fund
redemption of those principal amounts of Bonds shall not exceed 6.00% per year.
(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 15th 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).
RECORD OF ORDINANCES
Ordinance No. 56 -09 Passed Page 6 of 15 20
The City shall have the option to deliver to the Bond Registrar for cancellation
Term Bonds in any aggregate principal amount and to receive a credit against the then
current or any subsequent Mandatory Sinking Fund Redemption Requirement (and
corresponding mandatory redemption obligation) of the City, as specified by the Director
of Finance, for Term Bonds stated to mature on the same Principal Payment Date and
bearing interest at the same rate as the Term Bonds so delivered. That option shall be
exercised by the City on or before the 45th day preceding any Mandatory Redemption
Date with respect to which the City wishes to obtain a credit, by famishing the Bond
Registrar a certificate, signed by the Director of Finance, setting forth the extent of the
credit to be applied with respect to the then current or any subsequent Mandatory Sinking
Fund Redemption Requirement for Term Bonds stated to mature on the same Principal
Payment Date and bearing interest at the same rate as the Term Bonds so delivered. If
the certificate is not timely famished 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 delivered, 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 (if any) of the interest rates and
maturities specified in the Certificate of Award 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 earliest optional
redemption date shall not be later than December 1, 2020, and the redemption price for
any optional redemption date shall not be greater than 103 %. 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 this Council by adoption of
a resolution or passage of an ordinance. That notice shall specify the redemption date
and the principal amount of each maturity (and interest rate within a maturity) 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 (and
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 interest rates
selected by the City. 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. 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
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Ordinance No. Passed 20_
redemption of Bonds by lot when Bonds of denominations greater than $5,000 are then
outstanding, each $5,000 unit of principal thereof shall be treated as if it were a separate
Bond of the denomination of $5,000. If it is determined that one or more, but not all, of
the $5,000 units of principal amount represented by a Bond are to be called for
redemption, then, upon notice of redemption of a $5,000 unit or units, the registered
owner of that Bond shall surrender the Bond to the Bond Registrar (A) for payment of
the redemption price of the $5,000 unit or units of principal amount called for redemption
(including, without limitation, the interest accrued to the date fixed for redemption and
any premium), and (B) for issuance, without charge to the registered owner, of a new
Bond or Bonds of any Authorized Denomination or Denominations in an aggregate
principal amount equal to the unmatured and unredeemed portion of, and bearing interest
at the same rate and maturing on the same date as, the Bond surrendered.
(iv) Notice of Redemption The notice of the call for redemption of Bonds
shall identify (A) by designation, letters, numbers or other distinguishing marks, the
Bonds or portions thereof to be redeemed, (B) the redemption price to be paid, (C) the
date fixed for redemption, and (D) the place or places where the amounts due upon
redemption are payable. The notice shall be given by the Bond Registrar on behalf of the
City by mailing a copy of the redemption notice by first -class mail, postage prepaid, at
least 30 days prior to the date fixed for redemption, to the registered owner of each Bond
subject to redemption in whole or in part at the registered owner's address shown on the
Bond Register maintained by the Bond Registrar at the close of business on the 15th day
preceding that mailing. Failure to receive notice by mail or any defect in that notice
regarding any Bond, however, shall not affect the validity of the proceedings for the
redemption of any Bond.
(v) Payment of Redeemed Bonds In the event that notice of redemption
shall have been given by the Bond Registrar to the registered 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 this Ordinance.
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
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Registrar. The Director of Finance shall sign and deliver, in the name and on behalf of the City,
the Registrar Agreement between the City and the Bond Registrar, in substantially the form as is
now on file with the Clerk of Council. The Registrar Agreement is approved, together with any
changes or amendments that are not inconsistent with this Ordinance and not substantially
adverse to the City and that are approved by the 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 in accordance with the Certificate of Award and the
Purchase 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. All such payments shall be valid and effectual to satisfy and discharge the City's
liability upon the Bond, including interest, to the extent of the amount or amounts so paid.
(b) Transfer and Exchange Any Bond may be exchanged for Bonds of any
Authorized Denomination upon presentation and surrender at the designated corporate trust office
of the Bond Registrar, together with a request for exchange signed by the registered owner or by a
person legally empowered to do so in a form satisfactory to the Bond Registrar. A Bond may be
transferred only on the Bond Register upon presentation and surrender of the Bond at the
designated corporate trust office of the Bond Registrar together with an assignment signed by the
registered owner or by a person legally empowered to do so in a form satisfactory to the Bond
Registrar. Upon exchange or transfer the Bond Registrar shall complete, authenticate and deliver
a new Bond or Bonds of any Authorized Denomination or Denominations requested by the owner
equal in the aggregate to the unmatured principal amount of the Bond surrendered and bearing
interest at the same rate and maturing on the same date.
If manual signatures on behalf of the City are required, the Bond Registrar shall
undertake the exchange or transfer of Bonds only after the new Bonds are signed by the
authorized officers of the City. In all cases of Bonds exchanged or transferred, the City shall sign
and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of
the Bond proceedings. The exchange or transfer shall be without charge to the owner, except that
the City and Bond Registrar may make a charge sufficient to reimburse them for any tax or other
governmental charge required to be paid with respect to the exchange or transfer. The City or the
Bond Registrar may require that those charges, if any, be paid before the procedure is begun for
the exchange or transfer. All Bonds issued and authenticated upon any exchange or transfer shall
be valid obligations of the City, evidencing the same debt, and entitled to the same security and
benefit under the Bond proceedings as the Bonds surrendered upon that exchange or transfer.
Neither the City nor the Bond Registrar shall be required to make any exchange or transfer of (i)
Bonds then subject to call for redemption between the 15th day preceding the mailing of notice of
Bonds to be redeemed and the date of that mailing, or (ii) any Bond selected for redemption, in
whole or in part.
(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
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20
financially advantageous to the City, the Bonds may be issued in book entry form in accordance
with the following provisions of this Section.
The Bonds may be issued to a Depository for use in a book entry system and, if and so
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, which may be the Bond
Registrar; (ii) the book entry interest owners of Bonds in book entry form shall not have any right
to receive Bonds in the form of physical securities or certificates; (iii) ownership of book entry
interests in Bonds 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 book entry
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 book entry interest 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 Purchase Agreement. 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.
The Director of Finance shall sign and deliver, in the name and on behalf of the City, the
Purchase Agreement between the City and the Original Purchaser, in substantially the form as is
now on file with the Clerk of Council, providing for the sale to, and the purchase by, the Original
Purchaser of the Bonds. The Purchase 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 Director of Finance on behalf of the City, all of which shall be
conclusively evidenced by the signing of the Purchase Agreement or amendments thereto.
The Mayor, the City Manager, the Director of Finance, the Director of Law, the Clerk of
Council and other City officials, as appropriate, each are 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.
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Passed P age 10 of 15 20
Section 7. Provisions 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 sinldng 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 net revenues from the City's sanitary sewerage system are
available for the payment of the debt charges on any portion of the Bonds which is being used to
refund bonds originally issued for the purpose of improving the City's sanitary sewerage system
and are appropriated for that purpose, the tax shall be reduced by the amount of net revenues so
available and appropriated.
In each year, to the extent net revenues from the City's waterworks system are available
for the payment of the debt charges on any portion of the Bonds which is being used to refund
bonds originally issued for the purpose of improving the City's waterworks system and are
appropriated for that purpose, the tax shall be reduced by the amount of net revenues so available
and appropriated.
In each year, to the extent tax increment financing service payments in lieu of taxes are
available for the payment of the debt charges on any portion of the Bonds which is being used to
refund bonds originally issued to finance public infrastructure improvements for the benefit of a
tax increment financing area as determined by this Council and are appropriated for that purpose,
the tax shall be reduced by the amount of service payments in lieu of taxes so available and
appropriated.
In each year to the extent money from the municipal income tax is available for the
payment of the debt charges on the Bonds and is appropriated for that purpose, and to the extent
not paid from net revenues of the City's sanitary sewerage or waterworks system or from service
payments in lieu of taxes, the amount of the tax shall be reduced by the amount of such money so
available and appropriated with the covenant hereinafter set forth. To the extent necessary, the
debt charges on the Bonds shall be paid from municipal income taxes lawfully available therefor
under the Constitution, 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 (i) the Bonds will not (A) constitute private activity bonds or arbitrage bonds
under Sections 141 or 148 of the Code or (B) be treated other than as bonds the interest on which
is excluded from gross income under Section 103 of the Code, and (ii) 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.
RECORD OF ORDINANCES
Ordinance No. 56 -09
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Passed 20_
The Director of Finance or any other officer of the City having responsibility for issuance
of the Bonds is hereby authorized (i) 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, (ii) 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 (iii) 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 and Continuing Disclosure
(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, (ii) determine, and to certify or
otherwise represent, when the official statement is to be "deemed final' (except for permitted
omissions) by the City as of its date or is a final official statement for purposes of paragraph
(b) of the Rule, (iii) use and distribute, or authorize the use and distribution of those official
statements and any supplements thereto in connection with the original issuance of the Bonds,
and (iv) complete and sign those official statements and 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 in accordance
with the Purchase 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, as the only obligated
person with respect to the Bonds under the Rule, to provide or cause to be provided such financial
RECORD OF ORDINANCES
56 -09 Page 12 of 15
Ordinance No. Passed Page
information and operating data, audited financial statements and notices, in such manner, as may
be required for purposes of paragraph (b)(5)(i) of the Rule. The City further agrees, in particular,
to provide or cause to be provided:
(i) to the MSRB (A) Annual Information for each City fiscal year ending
hereafter, not later than the 270th day following the end of the fiscal year, and (B) when
and if available, audited City financial statements for each such fiscal year; and
(ii) to the MSRB, in a timely manner, notice of (A) any Specified Event if
that Event is material, (B) the City's failure to provide the Annual Information within the
time specified above, and (C) any change in the accounting principles applied in the
preparation of its annual financial statements, any change in its fiscal year, its failure to
appropriate funds to meet costs to be incurred to perform the Continuing Disclosure
Agreement, and of the termination of the Continuing Disclosure Agreement.
The City further agrees that all documents provided to the MSRB shall be in the form
and accompanied by identifying information as prescribed by the MSRB.
In order to further describe and specify certain terms of the City's Continuing Disclosure
Agreement made for purposes of the Rule in and pursuant to this Ordinance and to be formed,
collectively, by this subsection (c) and the Continuing Disclosure Certificate, the Director of
Finance is authorized and directed to complete, sign and deliver the Continuing Disclosure
Certificate, in the name and on behalf of the City, to specify in reasonable detail the Annual
Information to be provided (which may be provided by specific reference to other documents
previously filed and available in accordance with the Rule), whether the City has obtained any
credit enhancement or provider for the Bonds and the City's expectations as to whether audited
financial statements will be prepared, the accounting principles to be applied in their preparation,
and whether they will be available together with, or separately from, Annual Information.
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 malting any filing in
accordance with clause (ii) above or providing notice of the occurrence of any other events, 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 City reserves the right to amend its Continuing Disclosure Agreement, and to obtain
the waiver of noncompliance with any provision of the Continuing Disclosure Agreement, as may
be necessary or appropriate to achieve its compliance with any applicable federal securities law or
rule, to cure any ambiguity, inconsistency or formal defect or omission, and to address any
change in circumstances arising from a change in legal requirements, change in law, or change in
the identity, nature, or status of the City, or type of business conducted by the City. Any such
amendment or waiver will not be effective unless the Continuing Disclosure Agreement (as
amended or taking into account such waiver) would have complied with the requirements of the
Rule at the time of the primary offering of the Bonds, after taking into account any applicable
amendments to or official interpretations of the Rule, as well as any change in circumstances, and
until the City shall have received: either (i) a written opinion of bond or other qualified
independent special counsel selected by the City that the amendment or waiver would not
materially impair the interests of holders or beneficial owners of the Bonds or (ii) the written
consent to the amendment or waiver of the holders of at least a majority of the principal amount
of the Bonds then outstanding. Annual Information containing any revised operating data or
financial information shall explain, in narrative form, the reasons for any such amendment or
waiver and the impact of the change on the type of operating data or financial information being
provided.
The City's Continuing Disclosure Agreement shall be solely for the benefit of the holders
and beneficial owners from time to time of the Bonds. The exclusive remedy for any breach of
the Continuing Disclosure Agreement by the City shall be limited, to the extent permitted by law,
to a right of holders and beneficial owners to institute and maintain, or to cause to be instituted
and maintained, such proceedings as may be authorized at law or in equity to obtain the specific
performance by the City of its obligations under the Continuing Disclosure Agreement. Any
individual holder or beneficial owner may institute and maintain, or cause to be instituted and
RECORD OF ORDINANCES
Ordinance No. 56 -09 Passed
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20
maintained, such proceedings to require the City to provide or cause to be provided a pertinent
filing if such a filing is due and has not been made. Any such proceedings to require the City to
perform any other obligation under the Continuing Disclosure Agreement (including any
proceedings that contest the sufficiency of any pertinent filing) shall be instituted and maintained
only by a trustee appointed by the holders and beneficial owners of not less than 25% in principal
amount of the Bonds then outstanding or by holders and beneficial owners of not less than 10% in
principal amount of the Bonds then outstanding in accordance with Section 133.25(B)(4)(b) or
(C)(1) of the Ohio Revised Code, as applicable (or any like or comparable successor provisions).
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.
The City's Continuing Disclosure Agreement shall remain in effect only for such period
that the Bonds are outstanding in accordance with their terms and the City remains an obligated
person with respect to the Bonds within the meaning of the Rule. The obligation of the City to
provide the Annual Information and notices of the events described above shall terminate, if and
when the City no longer remains such an obligated person.
Section 10. Call for Redemption; Escrow Trustee; Escrow Agreement; Escrow Fund To
provide for the payment of the principal of and interest and redemption premium (if any) on
the Refunded Series 1998B Bonds and the Refunded Series 2000B Bonds, the Director of
Finance is hereby authorized and directed for and in the name of the City and on its behalf to
execute and deliver to a bank or trust company located in Ohio, designated by the Director of
Finance as escrow trustee (the "Escrow Trustee "), the Escrow Agreement substantially in the
form now on file with the Clerk of Council. The Escrow Fund provided for in the Escrow
Agreement is hereby created. The form of Escrow Agreement is approved with such changes
therein as are not inconsistent with this Ordinance and not substantially adverse to the City
and shall be approved by the officer executing the Escrow Agreement. Approval of such
changes and that such changes are not substantially adverse to the City shall be conclusively
evidenced by the execution of the Escrow Agreement by that official.
Acting pursuant to the Series 1998B Bond Ordinance which authorized the Series 1998B
Bonds, the Refunded Series 1998B Bonds, 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 as set forth in the Certificate of Award (the "1998B 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 Series 1998B Bonds to be
called for redemption on the 1998B Redemption Date and arrange for the notice of redemption to
be given in accordance with the applicable provisions of the Series 1998B Bond Ordinance. 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 Series 1998B Bonds.
Acting pursuant to the Series 2000B Bond Ordinance which authorized the Series 2000B
Bonds, the Refunded Series 2000B Bonds, 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 as set forth in the Certificate of Award (the "2000B Redemption
Date" and, together with the 1998B Redemption Date, the "Redemption Dates ") at the required
redemption price of the principal amount thereof, and the Director of Finance is hereby
authorized and directed to cause those Refunded Series 2000B Bonds to be called for redemption
on the 2000B Redemption Date and arrange for the notice of redemption to be given in
accordance with the applicable provisions of the Series 2000B Bond Ordinance. 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 Series 2000B Bonds.
In order to provide for the payment of (a) the interest on the Refunded Bonds on each
June 1 and December 1 following the Closing Date and through the respective Redemption
Dates, (b) the principal (if any) of the Refunded Bonds maturing on or prior to the respective
Redemption Dates, and (c) the principal of and redemption premium (if any) on the Refunded
Bonds to be called for redemption on the respective Redemption Dates, 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 June 1 and December I
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56 -09
Passed Page 14 of 15 20
following the Closing Date and through the respective Redemption Dates, (b) the principal (if
any) of the Refunded Bonds maturing on or prior to the respective Redemption Dates, and (c)
the principal of and redemption premium (if any) on the Refunded Bonds to be called for
redemption on the respective Redemption Dates. 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, 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 invested in
United States Treasury Obligations ( "Treasury Securities "), State and Local Government
Series ( "SLG Securities ") or other direct obligations of or obligations guaranteed as to both
principal and interest of the United States as defined in Section 133.34, Ohio Revised Code, of
the United States of America (direct obligations and guaranteed obligations together with the
SLG Securities, collectively, the "Securities ") and which Securities shall 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 of 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 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,
Ohio Revised Code, and the balance of those proceeds, less any amount thereof, contemplated
by the Verification Report to be held in cash in the Escrow Fund, shall be used for the
payment of costs related to the refunding and the issuance of the Bonds, and of financing
costs.
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 and to the
financial advantage of the City to purchase Treasury Securities for deposit into the Escrow
Fund, the Director of Finance is authorized and directed to solicit, or cause the solicitation, of
bids for such Treasury Securities.
Any such Securities, and moneys, 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 and redemption premium
(if any) of the Refunded Bonds.
Section 11 . Bond Counsel The legal services of the law firm of Squire, Sanders & Dempsey
L.L.P. 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.
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, any county or municipal corporation or of this City, or the execution
of public trusts. For those legal services that firm shall be paid just and reasonable
compensation and shall be reimbursed for actual out -of- pocket expenses incurred in providing
those legal services. The Director of Finance is authorized and directed to make appropriate
certification as to the availability of funds for those fees and any reimbursement and to issue
an appropriate order for their timely payment as written statements are submitted by that firm.
Section 12. Certification and Delivery of Ordinance and Certificate of Award The Clerk of
Council is directed to promptly deliver a certified copy of this Ordinance and an executed
copy of the Certificate of Award to the County Auditors of Delaware County, Ohio, Franklin
County, Ohio, and Union County, Ohio.
Section 13. Satisfaction of Conditions for Bond Issuance This Council determines that all acts
and conditions necessary to be 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
RECORD OF ORDINANCES
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Ordinance No. 56 -09
for the timely payment of the debt charges on the Bonds; and that no statutory or constitutional
limitation of indebtedness or taxation will have been exceeded in the issuance of the Bonds.
Section 14. Compliance with Open Meeting 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 its committees and
that all deliberations of this Council and of any committees that resulted in those formal actions
were in meetings open to the public, all in compliance with the law, including Section 121.22 of
the Ohio Revised Code.
Section 15. Effective Date This Ordinance is declared to be an emergency measure necessary
for the immediate preservation of the public peace, health, safety, and welfare of the City, and
for the further reason that this Ordinance is required to be immediately effective in order to
permit the prompt issuance and sale of the Bonds, which is necessary to enable the City to take
advantage of favorable interest rates and realize a savings in interest costs by refunding the
Refunded Series 1998B Bonds and the Refunded Series 2000B Bonds; wherefore, this
Ordinance shall be in full force and effect immediately upon its passage.
Signed:
Mayor - Presiding Officer
Attest:
C� e
Clerk of Council
Passed: Or 2009
Effective: 2009
CITY OF DUBLIN_
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614410 -4490
To: Members of Dublin City Council
From: Terry Foegler, City Manager - rr /
Date: October 15, 2009 d
Initiated By: Marsha Grigsby, Deputy City Manager /Director of Finance
Bryan Thurman, Deputy Director of Finance
Memo
Re: Ordinances 53 -09 through 57 -09, Providing for the Issuance and Sale of Bonds
and Refinancing of Existing Debt
Summary
Ordinances 53 -09 through 55 -09 authorize the issuance of bonds to provide revenue to fund current
projects, and Ordinances 56 -09 and 57 -09 provide for the refinancing of existing debt to reduce the
City's future interest costs by an estimate of approximately $2 million through 2020.
At the October 5, 2009 Council meeting, staff indicated that an evaluation was taking place of the
refinancing of the existing 2001 bond issue, and that staff may present additional legislation on
October 19 to authorize the issuance and sale of bonds to refund that issue. Ordinance 61 -09 has
been prepared to provide for the refunding of the 2001 bond issue and is included on Council's
October 19, 2009 meeting agenda.
On the afternoon of October 5, 2009, rating agency conference calls were completed with both
Moody's Investors Service and Fitch Ratings. Staff has received a preliminary report from both
Moody's and Fitch confirming the City's Aaa and AAA ratings, respectively, and anticipates
receiving the final reports prior to the October 19 Council meeting. As Council is aware, Moody's
Aaa rating and Fitch's AAA rating are the highest ratings available from both agencies and will
allow the City to obtain the lowest interest rates on the debt issued.
As highlighted at the October 5, 2009 Council meeting, a Request for Proposal was sent to five
firms that provide underwriting services. Their proposals have been evaluated by staff and Matt
Stuczynski, the City's financial advisor, and the selection of the firms has been completed. We
have designated Stifel Nicolaus as the Senior Manager and NatCity Investments,Inc./PNC Capital
Markets LLC and Robert W. Baird & Co. as Co- Managers.
The new money issues, Ordinance 53 -09 through 55 -09, allow for Build America Bonds (BABs) to
be issued. As highlighted previously, this program was included in the American Recovery and
Reinvestment Act and provides an additional option to the tax- exempt bonds traditionally issued by
the City. We will evaluate the option of issuing BABs, taking into account the interest costs of tax -
exempt bonds as compared to the net interest cost of BABs -- the interest costs less the 35% subsidy
to be received from the Federal government. In addition to the interest costs comparisons,
Ordinances 53 -09 through 57 -09 - Providing for Issuance and Sale of Bonds, Refinancing of Existing Debt
October 15, 2009
Page 2 of 2
consideration will be given to the added complexities of dealing with the Federal government and
the potential of the program being modified during the life of the bonds.
Based on the low interest rate environment and the potential uncertainties of the BABs, current
discussions have focused on the issuance of traditional tax- exempt bonds. Staff will continue
discussions with our bond counsel, financial advisor and underwriters and make the final
determination once the interest rates for both the tax- exempt bonds and the BABs have been
negotiated. In instances where BABs have been issued, it has been, for the most part, in
combination with tax- exempt interest bonds. The tax- exempt interest rates have remained more
favorable in the early years of the bond issues, with the BABs being more favorable in the later
years of the issues. All of the underwriting proposals received recommended that BABs be
evaluated based on the potential to receive a lower net interest cost.
Staff is currently planning to price the bonds sometime between October 21 and the end of the
month. We will be working with our financial advisor, bond counsel and underwriters to determine
the actual pricing date. We plan to close on the bond issues in early November.
Recommendation
Staff recommends that Ordinances 53 -09 through 57 -09 be passed as emergency legislation at the
second reading/public hearing on October 19, 2009 permitting the prompt issuance and sale of the
bonds to take advantage of the favorable interest rates.
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
CITY OF DUBLIN_ Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490 Memo
To: Members of Dublin City Council
From: Terry Foegler, City Manager m /
Date: October 1, 2009
Initiated By: Marsha Grigsby, Deputy City Manager/Director of Finance
Bryan Thurman, Deputy Director of Finance
Re: Ordinances 53 -09 through 57 -09 -Providing for the Issuance and Sale of Bonds
Summary
Ordinances 53 -09 through 55 -09 authorize the issuance of bonds to provide revenue to fund current
projects, and Ordinances 56 -09 and 57 -09 provide for the refinancing of existing debt to reduce the
City's future interest costs by an estimate of approximately $2 million through 2020.
As discussed during the recent City Council workshops for the 2010 -2014 Capital Improvements
Program (CIP), proceeds from debt were programmed as the revenue source to fund a portion of
several current capital projects. The bond proceeds authorized by Ordinances 53 -09 through 55 -09
will be utilized for the following projects:
Ordinance 53 -09 will provide funding up to $11.75 million to reimburse the General Fund
for advances previously made to the COIC Improvement Fund for the acquisition of rights -
of -way and easements and for construction costs associated with the relocation of Industrial
Parkway, the improvement of S.R. 161 from the exit ramp on the west side of the U.S.
33 /S.R. 161 /Post Road interchange to just east of Cosgray Road, and the relocation of
Liggett Road.
Of the $9 million advanced from the General Fund to the COIC Improvement Fund in
December 2008 for acquisition of rights -of -way and easements, $5.9 million was for the
above- referenced projects, and that portion of the advance will be repaid when the bonds
authorized by this legislation are issued. The remaining outstanding advance of $3.1 million
was utilized for acquisitions related directly to the interchange project and will be repaid in
2010 and 2011 as programmed in the 2010 -2014 CIP.
The remaining bond proceeds of up to $5.85 million will be utilized for construction costs
for the relocation of Industrial Parkway and the improvements to S.R. 161. The difference
between the total construction costs and the bond proceeds will be funded from grants and
the existing balance in the COIC Improvement Fund. The grant funding includes: $1
million from the American Recovery and Reinvestment Act (ARRA); $200,000 from a 629
Roadway grant awarded to Union County for this project; and $297,600 in Job Ready Sites
grant funding for the improvements to S.R. 161.
Memo re. Ordinances 53 -09 through 57 -09
October 1, 2009
Page 2 of 3
• Ordinance 54 -09 will provide funding to reimburse the Sewer Fund for the advance made in
April 2009 for the project to line sanitary sewer lines. The debt proceeds will provide
sufficient funds to complete the sanitary sewer lines identified to be completed in 2009,
2010 and for the City's share of the 36" Dublin Road trunk line that will be lined as a result
of being awarded ARRA funding for the project. The issuance of debt allows the City to
accelerate the lining project and to retire the debt over a period of 20 years. The lining will
extend the life of the lines by 30 to 50 years.
• Ordinance 55 -09 will provide funding to reimburse the Water Fund for the advance made in
December 2008 for the construction of the Darree Fields storage tank.
The bonds authorized by Ordinances 53 -09 through 55 -09 will be issued for a 20 -year period and
are currently estimated to have a net interest cost of 3.29 %.
The Ordinances also provide authorization for the City to issue Build America Bonds (BABs). This
program was included in the American Recovery and Reinvestment Act and provides for
municipalities to issue taxable bonds and receive a Federal government subsidy equal to 35% of the
interest costs. Traditionally, municipalities issue tax - exempt bonds that pay a lower rate of interest
because the interest income paid to the buyer is exempt from federal and state taxes.
BABs provide for government entities to issue bonds that pay interest rates that are competitive
with rates paid by corporations. The BABs are attractive to entities that pay no U.S. income taxes
(pension plans and foreign investors) as well as to investors seeking high rates of interest income.
Staff will evaluate the option of issuing BABs, taking into account the interest costs of tax - exempt
bonds as compared to the net interest cost of BABs -- the interest costs less the 35% subsidy to be
received from the Federal government. hi addition to the interest costs comparisons, consideration
will be given to the added complexities of dealing with the Federal government and the potential of
the program being modified during the life of the bonds.
As part of the debt administration function, staff continually evaluates opportunities to refinance
existing outstanding bonds. Based on the current market interest rates and the opportunity to
consolidate a refinancing with a new money issue, Ordinances 56 -09 and 57 -09 provide for the
refinancing of the 1998 bond issues and the 2019 and 2020 term bonds from the 2000 bond issues.
Ordinance 56 -09 provides authority for the refinancing of the unvoted portion of both previous
issues, and Ordinance 57 -09 provides for the refinancing of the voted portion of both bond issues.
There are two advantages to refinancing: 1) to reduce interest costs as a result of the interest rates
available in the market; and 2) to restructure the issue, usually undertaken to remove burdensome or
restrictive covenants imposed by the terms of the bond issue. Based on the current favorable
interest rates, the refundings authorized by Ordinances 56 -09 and 57 -09 will reduce the City's
interest costs over the remaining life of the bonds.
In determining whether or not to proceed with a refunding of outstanding bonds, the present value
savings of the bonds being refunded or refinanced are estimated. The general "rule of thumb" is
that the present value savings should be at least 3 to 5 percent. Based on interest rate assumptions
Memo re. Ordinances 53 -09 through 57 -09
October 1, 2009
Page 3 of 3
as of September 23, 2009, the percentage of savings for the bonds being refunded by Ordinance 56-
09 is estimated at approximately 7.9 %; for the bonds being refunded by Ordinance 57 -09, the
percentage is estimated at approximately 9.6 %. The actual savings for both refundings is estimated
to be in excess of $2 million. This information is subject to change based on the actual interest rates
received.
Staff is currently scheduling discussions with the rating agencies, Moody's Investors Service and
Fitch Ratings for early October, pricing the week of October 19 and closing in early November.
A hard copy of the most current Preliminary Official Statement, a document investors use to review
and evaluate the City and it creditworthiness, is available in the Clerk of Council's office and the
Council Planning Room. The Official Statement will be finalized once staff has received the bond
rating from the rating agencies.
Recommendation
Staff is recommending that Ordinances 53 -09 through 57 -09 be passed as emergency legislation at
the second reading /public hearing on October 19, 2009.
FISCAL OFFICER'S CERTIFICATE
To the City Council of the City of Dublin, Ohio:
As fiscal officer of the City of Dublin, Ohio, I certify in connection with your proposed
issue of bonds in the maximum principal amount of $5,225,000 (the "Bonds "), to be issued for the
purpose of paying the costs of refunding bonds previously issued by the City for the purpose of
paying costs of (a) improving the municipal water system by constructing an elevated water
storage tank, (b) improving the municipal water system by constructing and installing water
mains, (c) constructing, furnishing and equipping the service complex building, (d) constructing
a swimming pool and other recreational facilities, (e) improving Frantz Road between certain
termini, (f) improving the municipal sanitary sewer system by constructing and installing a pump
station, (g) acquiring a facility and related site for use as a Center for the Arts, (h) constructing
Emerald Parkway between certain termini, (i) improving Rings Road between certain termini, 0)
constructing Perimeter Drive between certain termini, including the realignment and
reconstruction of Post Road, constructing Perimeter Loop road between certain termini and
improving the related intersections, and (k) renovating the facility and related site for the Center
for the Arts, all together with incidental work and related appurtenances (collectively, the
"Improvement"), that:
1. The estimated life or period of usefulness of each component comprising the
Improvement is at least five years.
2. The ordinance authorizing the issuance of the Bonds provides that the maximum
maturity of the Bonds allocable to refunding the bonds originally issued for the purposes described
in clauses (a) through (k) above does not exceed the maximum legally permitted maturities of the
bonds originally issued for the purposes described in clauses (a) through (k) above, all as calculated
in accordance with Section 133.20 and Section 133.34 of the Ohio Revised Code.
Dated: October 1 , 2009 \ S \ � t "
Director of Finance
City of Dublin, Ohio