HomeMy WebLinkAbout113-90 Ordinance
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ORDINANCE NO. 113-90
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
$2,200,000 BONDS FOR THE PURPOSE OF PAYING COSTS OF
IMPROVING THE MUNICIPAL WATER SYSTEM BY CONSTRUCTING
AN ELEVATED WATER STORAGE TANK AND RELATED FACIL-
ITIES, TOGETHER WITH ALL NECESSARY APPURTENANCES
THERETO, AND DECLARING AN EMERGENCY.
WHEREAS, pursuant to Ordinance No. 27-90 passed March 19, 1990, a
note in anticipation of bonds in the amount of $2,200,000, dated April 5,
1990, was issued for the purpose stated in Section 1, to mature on
December 13, 1990 (the Outstanding Note); and
WHEREAS, this Council finds and determines the City should retire the
Outstanding Note with the proceeds of the Bonds described in Section 1; and
WHEREAS, the Director of Finance as fiscal officer of this City has
certified to this Council that the estimated life or period of usefulness of
the improvement described in Section 1 is at least five years and the maximum
maturity of the bonds described in Section 1 is forty years;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
Franklin, Union and Delaware Counties, Ohio, that:
Section 1. It is necessary to issue bonds of this City in the
aggregate principal amount of $2,200,000 (the Bonds) for the purpose of paying
costs of improving the municipal water system by constructing an elevated
water storage tank and related facilities, together with all necessary
appurtenances thereto.
Section 2. The Bonds shall be issued in one lot and only as fully
registered bonds, in the denominations of $5,000 or any integral multiple
thereof, but in no case as to a particular maturity date exceeding the
principal amount maturing on that date. The Bonds shall be dated as of
December 1, 1990.
The Bonds shall bear interest at the estimated rate of 7-1/2% per
year (computed on a 360-day per year basis), payable on June 1 and December 1
of each year (the Interest Payment Dates) , commencing June 1, 1991, unt il the
principal amount has been paid or provided for. If the Bonds are sold bearing
a different rate or rates of interest, the Bonds shall bear the rate or rates
of interest, not exceeding 10% per year for any stated maturity, as spec if ied
in the certificate of award providing for the award of the Bonds. The Bonds
of anyone maturity shall all bear the same rate of interest. 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
December 1, 1990.
The Bonds shall mature on December 1 of each of the years and in the
amounts as follows:
Maturity Principal Matur ity Principal
Date Amount Date Amount
1992 $ 70,000 2002 $100,000
1993 75fOOO 2003 105,000
1994 100,000 2004 105,000
1995 100,000 2005 110fOOO
1996 100,000 2006 115,000
1997 100,000 2007 120,000
1998 100,000 2008 135,000
1999 100,000 2009 145,000
2000 100,000 2010 155,000
2001 100,000 2011 165,000
Those maturities are determined to be such that the total principal and
interest payments on the Bonds in any fiscal year in which principal is
payable is not more than three times the amount of those payments in any other
fiscal year.
The Bonds shall be subject to redemption prior to stated maturity as
follows:
The Bonds maturing on or after December I, 2002 shall be subject to
redemption by and at the sole option of the City, in whole or in part at any
time on or after December 1, 2001, in integral multiples of $5,000 at the
redemption prices equal to the following percentages of the principal amount
redeemed plus, in each case, accrued interest to the redemption date:
Redemption
Redemption Dates (inclusive) Price
December 1 , 2001 through November 30, 2002 102%
December I, 2002 through November 30, 2003 101%
December 1 , 2003 and thereafter 100%
Bonds to be redeemed shall be redeemed only upon written notice from
the City to the Bond Registrar, given upon the direction of the Council by
adoption of a resolution or ordinance. That notice shall spec ify the
redemption date and the principal amount of each 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. In the
event that notice of redemption shall have been given by the Bond Registrar to
the registered owners as hereinafter provided, there shall be deposited with
the Bond Registrar on or prior to the redemption date, funds thatf in addition
to any other money available therefor and held by the Bond Registrar, will be
sufficient to redeem at the redemption price thereof, plus interest accrued to
the redemption date, all of the redeemable Bonds for which notice of
redemption has been given.
If fewer than all of the outstanding Bonds are called for redemption
at one time, they shall be called as selected by, and in a manner determined
by, the City, If fewer than all bonds of a single maturity are to be
redeemed, the selection of Bonds (or portions of Bonds in amounts of $5,000 or
any integral multiples) shall be made by the Bond Registrar by lot in the
manner determined by the Bond Registrar. In the case of a partial redemption
of Bonds by lot when Bonds of denominations greater than $5,000 are then
outstanding, each $5,000 unit of principal thereof shall be treated as though
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 (i) for payment of the redemption
price of the $5,000 unit or units called for redemption (including, without
limitation, the interest accrued to the date fixed for redemption and any
premium) , and (ii) for issuance, without charge to the registered owner
thereof, of a new Bond or Bonds of any authorized denomination or
denominations in an aggregate princ ipal 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.
The notice of the call for redemption of Bonds shall ident ify (i) by
designation, letters, numbers or other distinguishing marks, the Bonds or
portions thereof to be redeemed, (i i) the redemption price to be paid,
(iii) the date fixed for redemption, and (iv) 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 mail ing 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
fifteenth 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.
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, upon presentation and
surrender thereof at the place or places specified in that notice, shall be
paid at the redemption price, plus interest accrued to the redemption date.
If money for the redemption of all of the Bonds and portions thereof to be
redeemed, together with interest accrued thereon to the redemption date, is
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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 that money 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, un t 11 they are paid, at the same rate as they would have borne
had they not been called for redemption. All money held by the Bond Registrar
for the redemption of particular Bonds shall beheld in trust for the account
of the registered owners thereof and shall be paid to them, respectively, upon
presentation and surrender of those Bonds.
Section 3. The Bonds shall be signed by the City Manager and the
Director of Financef 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 denominations and numbers as requested by the
orig inal purchaser and approved by the Director of Finance, shall be numbered
as determined by the Director of Finance, 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. No Bond shall be valid or obligatory for
any purpose or shall be ent i tled to any security or benefit under this
ordinance unless and until the cert if icate of authentication printed on the
Bond is signed by the Bond Registrar (as defined in Section 4) 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,
this ordinance. 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 4. Star Bank Cincinnati
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Ohio, is appointed to act as the authenticating agent, bond registrar,
transfer agent and paying agent for the Bonds (the Bond Registrar). The
Director of Finance shall sign and deliver, in the name and on behalf of the
City, the Bond Registrar Agreement between the City and the Bond Registrar
(the Agreement) in substantially the form as is now on file with the Clerk of
Council. The Agreement is approvedf 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
Agreement or amendments to the Agreement. The Director of Finance shall
provide for the payment of the services rendered and for reimbursement of
expenses incurred pursuant to the 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.
Section 5. 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 shall be payable when due upon
presentation and surrender of the Bonds at the principal corporate trust
off ice 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 registeredf and to that person's address appearing, on the Bond
Register (as defined in Section 6) at the close of business on the 15th day of
the calendar month next preceding that Interest Payment Date (the Record
Date) .
Section 6. So long as any of the Bonds remain outstanding, the City
will cause the Bond Registrar to maintain and keep at its principal corporate
trust office all books and records necessary for the registration, exchange
and transfer of Bonds as provided in this Section (the Bond Register).
Subject to the provisions of Section 5, 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 this ordinance. 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 liabil ity upon the Bond, including interest, to the
extent of the amount or amounts so paid.
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Any Bond may be exchanged for Bonds of any authorized denomination
upon presentation and surrender at the principal 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 principal 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 this
ordinance. 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 ex-
change or transfer shall be valid obligations of the City, evidencing the same
debt, and entitled to the same security and benefit under this ordinance, as
the Bonds surrendered upon that exchange or transfer.
Section 7. The Bonds shall be sold at private sale at not less than
par and awarded by the Director of Finance as set forth in the certificate of
award in accordance with law and the provisions of this ordinance. The
Director of Finance 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 City Manager, the Director of Finance, the Clerk of
Council and other City officials, as appropriate, are each authorized and
directed to sign any transcript cert if icates, 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.
The Director of Finance is authorizedf 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 Revised Code.
The official statement of the City relating to the original issuance
of the Notes, substantially in the form now on file with the Clerk of Councilf
is approved and its distribution is authorized. The City Manager and the
Director of Finance are each authorized and directed to complete and sign on
behalf of the City, and in their official capacities, that off ielal statement,
with such modifications, completions, changes and supplements as those
off icers shall approve or authorize. Either or both of those officers are
authorized, on behalf of the City and in their official capacities, to (i)
determinef and to certify or otherwise represent, when the official statement
is "deemed final" (except for permitted omissions) by the City as of its date
or is a final official statement for purposes of SEC Rule lSc-2-12(b)(1) , (3)
and (4) , (ii) use and distribute, or authorize the use and distribution off
those official statements and any supplements thereto in connection with the
orig inal issuance of the Notes and (iii) complete and sign those official
statements as so approved together with such certificates, statements or other
documents in connection with the f ina11 ty, accuracy and completeness of those
off ielal statements.
Section 8. The proceeds from the sale of the Bonds, except any
premium and accrued interestf 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. Any portion of those proceeds representing
premium and accrued interest shall be paid into the Bond Retirement Fund.
Section 9. 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
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the Bonds when due, which tax shall not be less than the interest and sinking
fund tax required by Section 11 of Article XII of the Ohio Constitution. The
tax shall be within the ten-mill limitation imposed by law, shall be and is
ordered computed, certified, levied and extended upon the tax duplicate and
collected by the same officers, in the same manner and at the same time that
taxes for general purposes for each of those years are certified, levied,
extended and collected, and shall be placed before and in preference to all
other items and for the full amount thereof. The proceeds of the tax levy
shall be placed in the Bond Retirement Fund, which is irrevocably pledged for
the payment of the debt charges on the Bonds when and as the same fall due.
In each year to the extent the income from the City's waterworks system 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 the
income so available and appropriated. To the extent necessary after making
payment of debt charges on the Bonds from available income from the City's
waterworks system, the debt charges on the Bonds shall be paid from municipal
income taxes lawfully available therefor under the constitution and laws of
the State of Ohio; and the City hereby covenantsf subj ect and pursuant to such
authority, including particularly Sections 133.05(B)(7) and 5705.51(A)(5) and
(D) , Revised Code, to appropriate annually from such municipal income taxes
such amount as is necessary to meet such annual debt charges. Nothing in this
section 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 10. The City covenants that it will use, and wi 11 restrict
the use and investment off the proceeds of the Bonds in such manner and to
such extent as may be necessary so that (a) the Bonds will not (i) constitute
private activity bonds, arbitrage bonds or hedge bonds under Sections 141, 148
or 149 of the Internal Revenue Code of 1986, as amended (the Code) or (ii) be
treated other than as bonds to which Section 103(a) of the Code applies, and
(b) the interest thereon will not be treated as 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 to remain excluded from gross income for federal income tax purposes, and
(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, (i i) restrict the yield on investment property
acquired with those proceeds, (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.
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 orig inal 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.
The Director of Finance, as the fiscal officer, or any other officer
of the City having responsibility for issuance of the Bonds is hereby
authorized (a) to make or effect any election, selection, designation, choice,
consent, approvalf or waiver on behalf of the City with respect to the Bonds
as the City is permitted or required to make or give under the federal income
tax laws, includingf without limitation theretof any of the elections provided
for in Section 148 ( f) ( 4 ) ( C ) of the Code or 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, 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, as
determined by that officer, which action shall be in writing and signed by the
officer, (b) to take any and all other actions, make or obtain calculations,
make payments, and make or give reports, covenants and certifications of and
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on behalf of the City, as may be appropriate to assure the exclusion of
interest from gross income and the intended tax status of the Bonds, and (c)
to give one or more appropriate certificates of the City, for inclusion in the
transcript of proceedings for the Bonds, setting forth the reasonable
expectations of the City regarding the amount and use of all the proceeds of
the Bonds, the facts, circumstances and estimates on which they are based, and
other facts and circumstances relevant to the tax treatment of the interest on
and the tax status of the Bonds.
Section 11. The Clerk of Council is directed to deliver a certified
copy of this ordinance and of the certificate of award to the County Auditors
of Franklin, Delaware and Union Counties.
Section 12. This Counc il 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 9) 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 13. This Counc i1 finds and determines that all formal
actions of this Council concerning and relating to the passage of this
ordinance were taken in an open meeting of this Council and that all
deliberations of this Council and of any committees that resulted in those
formal actions were in meetings open to the public in compliance with the law.
Section 14. This ordinance is declared to be an emergency measure
necessary for the immediate preservation of the public peace, health, safety
or welfare of the City, and for the further reason that this ordinance is
required to be immediately effective in order to issue and sell the Bonds,
which is necessary to enable the City to timely retire the Outstanding Note
and thereby preserve its credit; wherefore, this ordinance shall be in full
force and effect immediately upon its passage.
Signed:
~~~
--v>-,,-.. . L:::: ~ '
~iding Off r
At te s t: ---Jfft-7Ld? "1!j, , L{~~
Clerk of C uncll
Passed: November 19 1990
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Effective: November 1~, 1990
I, Frances M. Urban Clerk of (ound, hereby certify that the
foregoing is a true copy of Ordinance/~ No. 111-90
duly adopted by the Coundl of ihc Wy of D~:brn. 01110, on the 19th
day of November , 199~ .
J hereby certify that cop'rs of ~!ljS O~~'n!'I.,;:')/r:,.,~!ut:on were posted in I ~faL~~. _'t~
Clerk of Council, Dublin, Ohio
City of Dublin in accordance w:th Setfon 731.25 of the O~lio Revised CodE'
-~y~. ~~
, Clerk of Cou cil, Du lin, Ohio
-,.. 'So"'.....;JI"
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SUPPLEMENTAL FISCAL OFFICER'S CERTIFICATE
To the Council of the City of Dublin, Ohio:
As fiscal officer of the City of Dublin f and supplementing my
certificate of March 19, 1990, I certify in connection with your proposed
issue of $2f200,OOO bonds (the Bonds) for the purpose of paying costs of
improving the municipal water system by constructing an elevated water storage
tank and related facilitiesf together with all necessary appurtenances thereto
(the improvement) , that:
1. The estimated life or period of usefulness of the improvement is
at least five years.
2. The maximum maturity of the Bondsf calculated in accordance with
Section 133.20 of the Revised Code, is forty years.
Dated: November 19, 1990
SUPPLEMENTAL FISCAL OFFICER'S CERTIFICATE
To the Council of the City of Dublin, Ohio:
As fiscal officer of the City of Dublin, and supplementing my
certificate of March 19, 1990, I cert ify in connection with your proposed
issue of $1,550,000 bonds (the Bonds) for the purpose of paying costs of
improving the municipal water system by constructing and installing water
mains, fire hydrants, water service connections and a booster pumping station,
together with all necessary appurtenances (the improvement), that:
1. The estimated life or period of usefulness of the improvement is
at least five years.
2. The maximum maturity of the Bonds, calculated in accordance with
Section 133.20 of the Revised Code, is forty years.
Dated: November 19, 1990 V'h'fIN.k!0- ~r"J+ if
Dire tor of Fi ~n~e \
City of Dublin, Ohio '
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