HomeMy WebLinkAbout57-09 OrdinanceRECORD OF ORDINANCES
Ordinance No. 57 -09
Passed 2(
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND
SALE OF BONDS IN THE MAXIMUM AGGREGATE
PRINCIPAL AMOUNT OF $15,270,000 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 VEHICULAR
TRANSPORTATION SYSTEM IN THE CITY, (B)
CONSTRUCTING, FURNISHING AND EQUIPPING A
MULTI - PURPOSE COMMUNITY AND RECREATIONAL
CENTER, (C) PROVIDING ADDITIONAL FACILITIES AT
THE COFFMAN PARK MUNICIPAL COMPLEX, AND (D)
ACQUIRING REAL ESTATE AND INTERESTS THEREIN
FOR PARKS AND RECREATIONAL PURPOSES, ALL
TOGETHER WITH INCIDENTAL WORK AND RELATED
APPURTENANCES, AND DECLARING AN EMERGENCY.
WHEREAS, at an election held on May 8, 1990, on the question of issuing b
the City in the amount of $34,000,000 (the "Transportation Authorization ") ror me
purpose of improving the vehicular transportation system in the City by constructing,
reconstructing, extending, opening, improving, widening, grading, draining, curbing
and changing the lines of municipal roads, highways, streets, bridges, sidewalks,
walkways, bikeways and viaducts, acquiring real estate and interest in real estate
therefor, and providing lighting systems and all other necessary appurtenances as
generally stated in Section 2(a) and of levying taxes outside the ten -mill limitation to
pay debt charges on those bonds, the requisite majority of those voting on the question
voted in favor of it (the "Transportation Purpose "); and
WHEREAS, at an election held on November 6, 1990, on the question of issuing
bonds of the City in the amount of $11,500,000 (the "Recreation Center
Authorization ") for the purpose of constructing, furnishing, and equipping a multi-
purpose community and recreational center and improving the site thereof as generally
stated in Section 2(b) and of levying taxes outside the ten -mill limitation to pay debt
charges on those bonds, the requisite majority of those voting on the question voted in
favor of it (the "Recreation Center Purpose "); and
WHEREAS, at an election held on May 8, 1990, on the question of issuing bonds of
the City in the amount of $7,000,000 (the "Municipal Complex Authorization ") for the
purpose of providing additional facilities at the Coffman Park municipal complex for
the conduct of municipal government operations by constructing, furnishing and
equipping a new police facility, and acquiring real estate and interests in real estate
and making site improvements thereon as generally stated in Section 2(c) and of
levying taxes outside the ten -mill limitation to pay debt charges on those bonds, the
requisite majority of those voting on the question voted in favor of it (the "Municipal
Complex Purpose "); and
WHEREAS, pursuant to an election held on May 8, 1990, on the question of issuing
bonds of the City in the amount of $4,500,000 (the "Recreation Authorization ") for the
purpose of acquiring real estate and interest therein for parks and recreational purposes
as stated in Section 2(d) and of levying taxes outside the ten -mill limitation to pay debt
charges on those bonds, the requisite majority of those voting on the question voted in
favor of it (the "Recreation Purpose" and together with the Transportation Purpose,
the Recreation Center Purpose, and the Municipal Complex Purpose, the "Purposes ");
and
WHEREAS, pursuant to the Transportation Authorization and Ordinances No. 96 -98,
No. 97 -98 and No. 108 -98, each passed September 8, 1998, bonds in the aggregate
principal amount of $17,076,470 dated as of October 15, 1998, were issued for the
Transportation Purpose as generally stated in Section 2(a); and
RECORD OF ORDINANCES
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Ordinance No. 57-09 passed Page 2 of 19 2Q
WHEREAS, pursuant to the Recreation Center Authorization and Ordinance No. 98-
98 passed September 8, 1998, bonds in the aggregate principal amount of $3,998,000
dated as of October 15, 1998, were issued for the Recreation Center Purpose as
generally stated in Section 2(b); and
WHEREAS, pursuant to the Municipal Complex Authorization and Ordinances No.
104 -98 and No. 108 -98, each passed September 8, 1998, bonds in the aggregate
principal amount of $3,330,587 dated as of October 15, 1998, were issued for the
Municipal Complex Purpose as generally stated in Section 2(c); and
WHEREAS, pursuant to the Recreation Authorization and Ordinance No. 108 -98
passed September 8, 1998 (collectively with Ordinances No. 96 -98, No. 97 -98, No.
98 -98 and No. 104 -98, the "Series 1998A Bond Ordinance "), bonds in the aggregate
principal amount of $998,943 dated as of October 15, 1998 (collectively with the
abovementioned series of bonds issued in 1998, the "Series 1998A Bonds "), were
issued for the Recreation Purpose as stated in Section 2(d); and
WHEREAS, pursuant to the Recreation Authorization and Ordinance No. 138 -00
passed October 16, 2000, bonds in the aggregate principal amount of $3,135,000 dated
as of December 1, 2000, were issued for the Recreation Purpose stated in Section 2(d);
and
WHEREAS, pursuant to the Transportation Authorization and Ordinances No. 141 -00
and No. 142 -00, each passed October 16, 2000 (collectively with Ordinance No. 138-
00, the "Series 2000A Bond Ordinance "), bonds in the aggregate principal amount of
$12,120,000 dated as of December 1, 2000 (collectively with the abovementioned
series of bonds issued in 2000, the "Series 2000A Bonds "), were issued for the
Transportation Purpose; 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 $15,270,000 (the "Bonds "), in order to
refund at a lower rate of interest the Series 1998A Bonds maturing on December 1 in
the years 2010, 2014 and 2018 (collectively, the "Refunded Series 1998A Bonds'), and
the Series 2000A Bonds maturing on December 1, 2020 (the "Refunded Series 2000A
Bonds" and, together with the Refunded Series 1998A Bonds, the "Refunded Bonds "),
and to pay the financing costs with respect to the Bonds; and
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 (d) above does not exceed the maximum legally
permitted maturities of the Refunded Bonds originally issued for the purposes described
in clauses (a) through (d) 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, r— 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:
RECORD OF ORDINANCES
Ordinance No,
57 -09
Passed Page 3 of 19 20
"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 (a) with respect to Current Interest Bonds,
the denomination of $5,000 or any integral multiple in excess thereof, and (b) with
respect to Capital Appreciation Bonds, the denomination equal to the original principal
amount that, when interest is accrued and compounded thereon on each Interest
Accretion Date to the stated maturity of the Bonds, will equal a $5,000 Maturity Amount
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 Current Interest Serial Bonds, the Current
Interest Term Bonds and the Capital Appreciation 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.
"Capital Appreciation Bonds" means any Bonds designated as such in the
Certificate of Award, maturing in the years, being in the original principal amounts and
having the Maturity Amounts set forth therein, and bearing interest accrued and
compounded on each Interest Accretion Date and payable at maturity.
"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
RECORD OF ORDINANCES
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Ordinance No.
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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.
"Compound Accreted Amount" means, with respect to any Capital Appreciation
Bond, the original principal amount thereof plus interest accrued and compounded on
each Interest Accretion Date to the date of maturity or other date of determination. The
Compound Accreted Amount per $5,000 Maturity Amount of the Capital Appreciation
Bonds of each maturity as of each Interest Accretion Date shall be set forth in the
Certificate of Award. The Compound Accreted Amount of any Capital Appreciation
Bond for each maturity as of any date other than an Interest Accretion Date is the sum of
(a) the Compound Accreted Amount for such Bond on the immediately preceding
Interest Accretion Date plus (b) the product of (i) the difference between (A) the
Compound Accreted Amount of that Bond on the immediately preceding Interest
Accretion Date and (B) the Compound Accreted Amount of that Bond on the
immediately succeeding Interest Accretion Date, times (ii) the ratio of (C) the number of
days from the immediately preceding Interest Accretion Date to the date of determination
to (D) the total number of days from that immediately preceding Interest Accretion Date
to the immediately succeeding Interest Accretion Date; provided, however, that in
dete the Compound Accreted Amount of a Capital Appreciation Bond as of a
date prior to the first Interest Accretion Date, the Closing Date shall be deemed to be the
immediately preceding Interest Accretion Date and the original principal amount of that
Capital Appreciation Bond shall be deemed to be the Compound Accreted Amount on
the Closing Date.
"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.
"Current Interest Bonds" means, collectively, the Current Interest Serial Bonds
and the Current Interest Term Bonds, each as is designated as such in the Certificate of
Award.
"Current Interest Serial Bonds" means those Current Interest 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 the Mandatory Sinking Fund
Redemption Requirements.
"Current Interest Term Bonds" means those Current Interest 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 the Mandatory Sinking
Fund Redemption Requirements.
"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.
Passed Page 4 of 19
"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.
RECORD OF ORDINANCES
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Ordinance No. 57 -09
20
"Escrow Fund" means The City of Dublin, Ohio — Series 2009A Refunding
Escrow Fund created pursuant to the Escrow Agreement.
"Interest Accretion Dates" means, as to any Capital Appreciation Bonds, June 1
and December 1 of each year that the Capital Appreciation Bonds are outstanding,
commencing on the date specified in the Certificate of Award.
"Interest Payment Dates" means (a) as to Current Interest Bonds, June 1 and
December 1 of each year that the Current Interest Bonds are outstanding, commencing
on the date specified in the Certificate of Award and (b) as to any Capital Appreciation
Bonds, their respective maturity dates.
"Maturity Amount" means, with respect to a Capital Appreciation Bond, the
principal and interest due and payable at the stated maturity of that Capital Appreciation
Bond.
"MSRB" means the Municipal Securities Rulemaking 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 1998A Bonds, December 1 in any of the years from and
including 2009 to and including 2018 and (b) with respect to the Bonds issued to
refund the Refunded Series 1998A 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 or in the Series
1998A Bond Ordinance and the Series 2000A Bond Ordinance, 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.
"Specified 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
Passed Page 5 of 19
RECORD OF ORDINANCES
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Ordinance No
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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.
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
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 $15,270,000 (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 vehicular transportation system in the
City, (b) constructing, furnishing and equipping a multi- purpose community and
recreational center, (c) providing additional facilities at the Coffman Park municipal
complex, and (d) acquiring real estate and interests therein for parks and recreational
purposes, 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 1998A
Bonds and the Refunded Series 2000A Bonds, the estimated financing costs and the
interest rates on the Bonds. The principal maturities of the Refunded Series 1998A
Bonds and the Refunded Series 2000A 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 maturing on that date. The respective principal amounts of the
Bonds to be issued as Current Interest Bonds and Capital Appreciation Bonds (if any
Bonds are to be issued as Capital Appreciation Bonds) shall be determined by the
Director of Finance in the Certificate of Award, having due regard to the best interest of
and financial advantages to the City. The Current Interest 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, and any Capital Appreciation Bonds shall be
dated as of the Closing Date.
RECORD OF ORDINANCES
Ordinance No.
57 -09
Passed Page 7 of 19 20
(a) Interest Rates and Payment Dates The Current Interest 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 Current Interest
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 Current Interest 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.
Any Capital Appreciation Bonds shall bear interest from the Closing Date at the
compounding rate or rates of interest (computed on the basis of a 360 -day year consisting
of twelve 30 -day months), accrued and compounded on each Interest Accretion Date and
payable at maturity, that will result in the aggregate Maturity Amounts payable at
maturity, as shall be determined by the Director of Finance, subject to subsection (c) of
this Section, in the Certificate of Award. The total interest accrued on any Capital
Appreciation Bond as of any particular date shall be an amount equal to the amount by
which the Compound Accreted Amount of that Capital Appreciation Bond exceeds the
original principal amount of that Capital Appreciation Bond as of that 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
Current Interest 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, (ii) the aggregate principal amount of Bonds to be
issued as Current Interest 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 Current Interest 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, and (iii) the aggregate principal
amount of any Bonds to be issued as Capital Appreciation Bonds and the corresponding
aggregate Maturity Amount thereof, the Principal Payment Date or Dates on which those
Bonds shall be stated to mature, and the principal amount and corresponding Maturity
Amount thereof that shall be payable on each such Principal Payment Date.
(c) Conditions for Establishment of Interest Rates and Principal Payment
Dates and Amounts The net interest rate per year to be bome by the Bonds, determined
by taking into account the respective principal amounts of the Bonds and terms to
maturity or Mandatory Sinking Fund Redemption Requirements of those principal
amounts of Bonds, shall not exceed 6.00% 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
Current Interest Bonds, and principal of and interest on any Capital Appreciation 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 Current Interest
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
RECORD OF ORDINANCES
Ordinance No
57 -09
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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 Current Interest Bonds shall be subject to
redemption prior to stated maturity as follows:
(i) Mandatory Sinking Fund Redemption of Current Interest Term
Bonds If any of the Bonds are issued as Current Interest Term Bonds, the
Current Interest 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 Current Interest Term Bonds on each
Mandatory Redemption Date shall include an amount sufficient to redeem on that
Date the principal amount of Current Interest 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 Current Interest 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 Current
Interest Term Bonds stated to mature on the same Principal Payment Date and
bearing interest at the same rate as the Current Interest Term Bonds so delivered.
That option shall be exercised by the City on or before the 45th day preceding
any Mandatory Redemption Date with respect to which the City wishes to obtain
a credit, by furnishing the Bond Registrar a certificate, signed by the Director of
Finance, setting forth the extent of the credit to be applied with respect to the then
current or any subsequent Mandatory Sinking Fund Redemption Requirement for
Current Interest Term Bonds stated to mature on the same Principal Payment
Date and bearing interest at the same rate as the Current Interest 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 Current Interest
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 Current Interest Term Bonds stated to mature on
the same Principal Payment Date and bearing interest at the same rate as the
Current Interest Term Bonds so delivered, redeemed or purchased and canceled.
Each Current Interest Temi 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
RECORD OF ORDINANCES
Ordinance No,
57 -09
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Sinking Fund Redemption Requirements (and corresponding mandatory
redemption obligations), as specified by the Director of Finance, for Current
Interest Term Bonds stated to mature on the same Principal Payment Date and
bearing interest at the same rate as the Current Interest Term Bonds so delivered,
redeemed or purchased and canceled.
(ii) Optional Redemption The Current Interest 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 %. Current Interest 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 Current Interest 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 Current
Interest Bonds are called for optional redemption at one time and Current Interest
Bonds of more than one maturity (and interest rate within a maturity if
applicable) are then outstanding, the Current Interest Bonds that are called shall
be Current Interest Bonds of the maturity or maturities, and interest rate or
interest rates selected by the City. If optional redemption of Current Interest
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 Current Interest Term Bonds, the Current Interest Term Bonds, or portions
thereof, to be redeemed optionally shall be selected by lot prior to the selection by
lot of the Current Interest 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
Current Interest Bonds of a single maturity (or interest rate within a maturity if
applicable) are to be redeemed, the selection of Current Interest 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 Current Interest Bonds by lot
when Current Interest 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 Current Interest 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 Current Interest Bond are to be called for redemption, then, upon notice of
redemption of a $5,000 unit or units, the registered owner of that Current Interest
Bond shall surrender the Current Interest 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 Current Interest Bond or Current Interest
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 Current Interest
Bond surrendered.
RECORD OF ORDINANCES
Ordinance No. 57 -09 passed Page 10 of 19 20
(iv) Notice of Redemption The notice of the call for redemption of
Current Interest Bonds shall identify (A) by designation, letters, numbers or other
distinguishing marks, the Current Interest 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
Current Interest 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 Current Interest Bond,
however, shall not affect the validity of the proceedings for the redemption of any
Current Interest Bond.
(v) Payment of Redeemed Current Interest 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 Current Interest Bonds for which notice of redemption
has been given. Notice having been mailed in the manner provided in the
preceding paragraph hereof, the Current Interest 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 Current Interest 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 Current Interest 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 Current Interest Bonds and portions thereof shall continue to bear
interest, until they are paid, at the same rate as they would have bome had they
not been called for redemption. All moneys held by the Bond Registrar for the
redemption of particular Current Interest 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 Current Interest 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
Current Interest Bonds called for redemption.
(vi) vital Appreciation Bonds The Capital Appreciation Bonds (if
any) are not subject to redemption prior to maturity.
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 to distinguish the Current Interest Bonds from any
Capital Appreciation Bonds, 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.
RECORD OF ORDINANCES
Ordinance No. 57 -09 passed Page 11 of 19 20
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 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 Re 'ster 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
RECORD OF ORDINANCES
Ordinance No
57 -09
Passed Page 12 of 19 20
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 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 deternmined by
the Director of Finance in the Certificate of Award, plus accrued interest (if any) on the
Current Interest 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 voted bond issues of the City into a consolidated bond
RECORD OF ORDINANCES
Ordinance No. 57 -09 Passed Page 13 of 19 20
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 voted 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.
Section 7 . Provisions for Tax Lew 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 fimd tax required by Section 11
of Article XH of the Ohio Constitution. The tax shall be unlimited as to rate or amounts,
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 money from the municipal income tax is available for
the payment of the debt charges on the Bonds and is appropriated for that purpose, 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 lawfally 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 preceding paragraph in any way diminishes the irrevocable pledge
of the full faith and credit and general property taxing power of the City to the prompt
payment of the debt charges on the Bonds.
Section 8. Federal Tax Considerations The City covenants that it will use, and will
restrict the use and investment of, the proceeds of the Bonds in such manner and to such
extent as may be necessary so that (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
RECORD OF ORDINANCES
Inc.
Ordinance No. 57 -09 Passed Page 14 of 19 20
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 (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
RECORD OF ORDINANCES
Ordinance No.
57 -09
Passed Page 15 of 19 20
(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 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,
RECORD OF ORDINANCES
Inc.
Ordinance No.
57 -09
rT�
including timely provision of information and notices as described above. Prior to
making 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 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 maybe 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.
Passed Page 16 of 19
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
RECORD OF ORDINANCES
Ordinance No. 57 -09 Passed P age 17 of 19 20
(if any) on the Refunded Series 1998A Bonds and the Refunded Series 2000A 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 1998A Bond Ordinance which authorized the Series
1998A Bonds, the Refunded Series 1998A 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
"1998A 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 1998A Bonds to be called for redemption on the 1998A Redemption
Date and arrange for the notice of redemption to be given in accordance with the
applicable provisions of the Series 1998A 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 1998A Bonds.
Acting pursuant to the Series 2000A Bond Ordinance which authorized the Series
2000A Bonds, the Refunded Series 2000A 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
11 2000A Redemption Date" and, together with the 1998A 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 2000A Bonds to be called for redemption on the 2000A Redemption Date and
arrange for the notice of redemption to be given in accordance with the applicable
provisions of the Series 2000A 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 2000A 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 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 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.
RECORD OF ORDINANCES
Ordinance No
57 -09
Page 18 of 19
Passed 20
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
RECORD OF ORDINANCES
Ordinance No
57 -09
Page 19 of 19
Passed 20_
power (as described in Section 7) of the City are pledged 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 1998A Bonds and
the Refunded Series 2000A Bonds; wherefore, this Ordinance shall be in full force and
effect immediately upon its passage.
Signed:
Mayor - Presiding Officer
Attest:
Clerk of Council
Passed: /'9 2009
Effective: O&td b,°r 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 $15,270,000 (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 vehicular transportation system in the City, (b) constructing,
furnishing and equipping a multi - purpose community and recreational center, (c) providing
additional facilities at the Coffinan Park municipal complex, and (d) acquiring real estate and
interests therein for parks and recreational purposes, 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 (d) above does not exceed the maximum legally permitted maturities of the
bonds originally issued for the purposes described in clauses (a) through (d) above, all as calculated
in accordance with Section 133.20 and Section 133.34 of the Ohio Revised Code.
Dated: October I , 2009
Director of Finance \
City of Dublin, Ohio