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HomeMy WebLinkAbout120-90 Ordinance ORDINANCE NO, 120-90 AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF $1,225,000 BONDS FOR THE PURPOSE OF PAYING COSTS OF ACQUIRING REAL ESTATE AND INTERESTS THEREIN FOR PARKS AND RECREATIONAL PURPOSES, AND DECLARING AN EMERGENCY, WHEREAS, at the election held on May 8, 1990, on the question of issuing bonds of the City in the amount of $4,500,000 (the Authorized Amount) for the purpose stated in Section 1 and of levying taxes outside the ten-mill limitation to pay the debt charges on those bonds, the requisite majority of those voting on the question voted in favor of it; 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 that the maximum maturity of the bonds described in Section 1 is twenty 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 $1,225,000 (the Bonds) for the purpose of paying costs of acquiring real estate and interests therein for parks and recreational purposes. Section 2. The Authorized Amount shall be issued in several installments with the Bonds representing the first installment, 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 prine ipal 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, until 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 I, 1990, The Bonds shall mature on December 1 of each of the years and in the amounts as follows: Maturity Princi pa 1 Maturity Principal Date Amount Date Amount 1992 $45,000 2002 $55,000 1993 55,000 2003 55,000 1994 55,000 2004 55,000 1995 55,000 2005 60,000 1996 55,000 2006 65,000 1997 55,000 2007 70,000 1998 55,000 2008 75,000 1999 55,000 2009 80,000 2000 55,000 2010 80,000 2001 55,000 2011 90,000 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 subj ect to redemption prior to stated maturity as follows: The Bonds maturing on or after December 1, 2002 shall be subj ect 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 1, 2002 through November 30, 2003 101% December l, 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 specify 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 that, in add i tion 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 (i i) for issuance, without charge to the registered owner thereof, of a new Bond or Bonds of any authorized denomination or denominations in an aggregate principal amount equal to the unmatured and unredeemed portion of, and bearing interest at the same rate and maturing on the same date as, the Bond surrendered, The notice of the call for redemption of Bonds shall identify (i) by designation, letters, numbers or other distinguishing marks, the Bonds or portions thereof to be redeemed, (i l) the redemption price to be paid, (iil) 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 mailing a copy of the redemption notice by first class mail, postage prepaid, at least 30 days prior to the date fixed for redemption, to the registered owner of each Bond subject to redemption in whole or in part at the registered owner's address shown on the Bond Register maintained by the Bond Registrar at the close of business on the 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 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 - 2 - 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, until 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 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 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, 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 itled 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 , CiaGiaaati , Ohio, is appointed to act as the authenticating agent, bond registrar, transfer agent and paying agent for the Bonds (the Bond Registrar), The DirecLor 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 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 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, Princ ipal shall be payable when due upon presentation and surrender of the Bonds at the principal corporate trust office of the Bond Registrar. Interest on a Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond was registered, and to that person's address appearing, on the Bond Register (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 wi 11 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, - 3 - 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 signat.llres on behalf of the City are required, the Bond Reg istrar 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 ], 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 orig inal purchaser upon payment of the purchase price. The City Manager, the Director of Finance, the Clerk of Counc il 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 authorized, if it is determined to be in the best interest of the City, to combine the issue of Bonds with one or more other bond issues of the City into a consolidated bond issue pursuant to Section 133.30(B) of the Revised Code. The official statement of the City relating to the original issuance of the Bonds, substant ially in the form now on file with the Clerk of Council, 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 ic ial statement, with such modifications, changes and supplements as those officers shall approve or authorize, Either or both of those officers are authorized, on behalf of the City and in their official capacities, to (i) determine, and to certify or otherwise represent, when the off icial statement is "deemed final" (except for permitted omissions) by the City as of its date or is a final off ic ial statement for purposes of SEC Rule 15c2-12(b)(1), (3) and (4), (i i) use and distribute, or authorize the use and distribution of, those off ic ial statements and any supplements thereto in connection with the orig inal issuance of the Bonds and (iii) complete and sign those official statements as so approved together with such certificates, statements or other documents in connection with the f inali ty, accuracy and completeness of those official statements, Section 8, The proceeds from the sale of the Bonds, except any premium and accrued interest, shall be paid into the proper fund or funds, and those proceeds are appropriated and shali 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, - 4 - 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 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 unlimited as to amount or rate, 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, To the extent necessary, 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 covenants, 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 c red it 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 will restrict the use and investment of, the proceeds of the Bonds in such manner and to such extent as may be necessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or hedge bonds under Sections 141, 148 or 149 of the Internal Revenue Code of 1986, as amended (the Code) or (i i) 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. The City makes (and directs the Director of Finance and any other officer having responsibility for the issuance of the Bonds to take such actions as are necessary to effectuate) the election under Section 148(f)(4)(B)(iv)(V) of the Code with respect to making certain payments provided in that subclause (V) if the applicable portion of the Bonds are not otherwise treated as satisfying the requirement of paragraph (2) of Section 148 (f) of the Code, 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, approval, 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, including, without limitation thereto, 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 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 - 5 - 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 Council determines that all acts and conditions necessary to be performed by the City or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the City have been performed and have been met, or will at the time of delivery of the Bonds have been performed and have been met, in regular and due form as required by law; that the full faith and credit and general property taxing power (as described in Section 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 acquire real property for the improvement described in Section 1 at the earliest possible time to better provide park and recreational opportunities at the earliest possible time and thereby improve the health and welfare of the citizens of the City; wherefore, this ordinance shall be in full force and effect immediately upon its passage. Signed: /[:7 / /- ~P'~--'.7'/ ~residing~ ricer Attest: ~~t~~ lerk of C unci! Passed: Novembe r ~, 1990 Effective: Novembe r 1~, 1990 I, Frances M. Urban Clerk of Council, here6y certify t~af t6e foregoing is a true copy of Ordinance~~n No. 120-90 duly adopted by the Council of the Cify of Dublin, Ohio, on the 19th day of November I 1990 . ~0;, ytdt~ Clerk of Council, D"bl'n C' I 6ereby certify that copies of this Ordlnance/ie~{llllti8A were posted in ;' City of Dublin in accordance with Section 731.25 of the Ohio Revised Co::!~ '- ~nLk/~ 'Z/~ . Clerk of Council, Dublin, Ohio - 6 - FISCAL OFFICER'S CERTIFICATE To the Council of the City of Dublin, Ohio: As fiscal officer of the City of Dublin, I certify in connection with your proposed issue of $1~25,000 bonds (the Bonds) for the purpose of paying costs of acquiring real estate and interests therein for parks and recreational purposes (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 thirty years, but because the Bonds are to be paid from voted taxes approved by the electors of the City and the voters approved those taxes and the Bonds for a period of twenty years, the maximum maturity of the Bonds is twenty years. Dated: November 19, 1990