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HomeMy WebLinkAbout123-95 Ordinance ". c... 11 ~......tJr.-::'.I'j'....tn 1 " 'W' .-'-"""''' ,'-""".'--,."...,.-......--""'~. ,,~.~~._--_._- . . , ,. . . ORDINANCE NO. IA) -95 AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF BONDS IN THE MAXIMUM PRINCIPAL AMOUNT OF $6,700,000 FOR THE PURPOSE OF PAYING COSTS OF CONSTRUCTING, FURNISHING AND EQUIPPING A MULTI-PURPOSE COMMUNITY AND RECREATIONAL _,.1'-.... CENTER AND IMPROVING THE SITE THEREOF, AND DECLARING AN EMERGENCY. - WHEREAS, at the election held on November 6, 1990, on the question of issuing Bonds of the City in the amount of $11,500,000 for the purpose stated in Section I 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 Authorization); and WHEREAS, pursuant to Ordinance No. 88-95, passed August 21, 1995, notes in anticipation of bonds in the amount of $6,500,000, dated September 20, 1995, were issued for the purpose stated in Section 1, to mature on March 20, 1996 (the Outstanding Notes); and WHEREAS, this Council finds and determines that the City should retire the Outstanding Notes with the proceeds of the Bonds described in Section 1 and provide additional funds for the improvement described in Section 1; and WHEREAS, this Council has requested that the Director of Finance, as fiscal officer, certify the estimated life or period of usefulness of the improvement described in Section 1 and the maximum maturity of the Bonds described in Section 1; and WHEREAS, the Director of Finance has certified that the estimated life or period of ....-....'" usefulness of that improvement is at least five years and that the maximum maturity of the Bonds is 20 years, being the maximum maturity of the Bonds as approved by the voters in the Recreation Center Authorization; ....... NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, Delaware and Union Counties, Ohio, that: Section 1. It is necessary to issue bonds of this City in an aggregate principal amount not to exceed $6,700,000 (the Bonds) for the purpose of paying costs of constructing, furnishing and equipping a multi-purpose community and recreational center and improving the site thereof. The aggregate principal amount of Bonds to be issued (not to exceed $6,700,000) shall be the amount designated by the Director of Finance in the Certificate of A ward referred to in Section 7. 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 provided in the Certificate of Award, provided their dated date shall not be more than sixty (60) days prior to their date of issuance. The Bonds shall bear interest (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 or December 1, 1996 as determined by the Director of Finance in the Certificate of Award, and the Bonds shall bear interest until the principal amount has been paid or provided for, at the rates per year ...... . designated by the Director of Finance in the Certificate of A ward. The Bonds of anyone maturity shall all bear the same rate of interest which shall not exceed six percent (6.00 %) per year. The Bonds shall bear interest from the most recent date to which interest has been paid or provided for or, if no interest has been paid or provided for, from their date. =~""""'~_~~""~""~'-""^~_~~~_~'~~~'_"'_~_'_""'_'O"_W~__"'~""_"w"'____.'_""_ . ~ The Bonds shall mature on December 1, in each of the years and the amounts, as follows: Maturity Principal Maturity Principal Year Amount Year Amount 1996 $220,000 2004 $475,000 1997 355,000 2005 500,000 ..-~ 1998 370,000 2006 520,000 1999 385,000 2007 545,000 - 2000 400,000 2008 575,000 2001 415,000 2009 605,000 2002 435,000 2010 445,000 2003 455,000 Those maturities (or mandatory sinking redemptions authorized below) 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 that amount in any other year. The Director of Finance may adjust the principal amount of Bonds maturing (or subject to mandatory sinking fund redemption) annually if in her best judgment it is advantageous to and in the best interest of the City to make any such adjustments; provided, however, that no such adjustment shall (i) increase or decrease the principal payable on the Bonds in any of the years 1997 through 2009 by more than thirty percent (30 %) of the amount of principal payable that year as shown in this Section 2, (ii) cause the principal amount maturing in the year 1996 to be less than $5,000 or increase by more than thirty percent (30 %) the amount of principal payable that year as shown in this Section 2, or (iii) increase the principal payable on the Bonds in the year 2010 by more than thirty percent (30%) of the amount of principal payable that year as shown in this Section 2; and provided further that the total principal and interest payments on f.,,,,,,,.. the Bonds in any fiscal year in which principal is payable is not more than three times that amount in any other year. The Director of Finance may also defer the first principal payment date of the Bonds one year, and may advance or defer the last principal payment date of the ibi Bonds by up to and including three years if in her best judgment it is advantageous and in the best interest of the City to do so; provided 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 that amount in any other fiscal year. Any adjustments made by the Director of Finance pursuant to this paragraph shall be reflected in final maturity and any applicable mandatory sinking fund schedules set forth in the Certificate of A ward. For purposes of this paragraph, principal due or payable in a year includes principal payable in accordance with mandatory sinking fund redemption requirements. Notwithstanding any other provision of this Ordinance but subject to the limitations in the preceding paragraph, the principal amount of Bonds due in any year may be issued as serial bonds stated to mature on December 1 of that year, or as term bonds subject to the mandatory sinking fund redemption procedures described in Section 2(a) below, or any combination thereof. The Director of Finance shall determine and designate in the Certificate of A ward the allocation of Bonds among those categories and designations, and the related principal payment and any applicable mandatory sinking fund redemption schedules. The Bonds shall be subject to redemption prior to stated maturity as follows: """'~-"" (a) Mandatorv Sinking Fund Redemption. Any Bonds determined in the Certificate of A ward to be subject to mandatory redemption in part by lot shall be redeemed pursuant to u.-,. 1;.l mandatory sinking fund requirements, at a redemption price of 100% of the principal amount redeemed, plus interest accrued to the redemption date in the principal amounts and in the years specified by the Certificate of Award (the Mandatory Sinking Fund Requirements). The City shall have the option to deliver to the Bond Registrar for cancellation Bonds that mature on any mandatory sinking fund redemption date in any aggregate principal amount and to receive a credit against the then current Mandatory Sinking Fund Requirement (and corresponding mandatory redemption obligation). That option shall be exercised by the City on or before the forty-fifth day preceding any applicable mandatory redemption date, by furnishing - 2 - _ _ _"~'"__'~____~~'_~"_"'__~__'~'__""'.';'~~'~___~."_ ~... _._..Mm_'........"- '~~~~',.~ ,-'"._..,~...."' . 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 Mandatory Sinking Fund Requirement. If the certificate is not timely furnished to the Bond Registrar, the Mandatory Sinking Fund Requirement (and corresponding mandatory redemption obligation) shall not be reduced. A credit against the then current Mandatory Sinking Fund Requirement (and corresponding mandatory redemption obligation) also shall be received by the City for any Bonds which prior thereto have been redeemed (other than through the operation of the Mandatory Sinking Fund ,...,g....., Requirements) or purchased for cancellation and canceled by the Bond Registrar, to the extent not applied theretofore as a credit against any redemption obligation. "'ll.'<i Each 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 Mandatory Sinking Fund Requirement (and corresponding mandatory redemption obligation). Any excess of that amount over the then current Mandatory Sinking Fund Requirement shall be credited against subsequent Mandatory Sinking Fund Requirements (and corresponding mandatory redemption obligations) in the order directed by the Director of Finance. (b) Optional Redemption. If provided by the Director of Finance in the Certificate of Award, the Bonds shall be subject to redemption by and at the sole option of the City, in whole or in part in integral multiples of $5,000, on the dates, in the years and at the redemption prices (expressed as a percentage of the principal amount to be redeemed), plus accrued interest to the redemption date, as determined by the Director of Finance in the Certificate of Award; provided that the earliest optional redemption date shall not be earlier than December 1, 2002, and the redemption price for the earliest optional redemption date shall not be greater than 103%. If optional redemption at a redemption price exceeding 100 % of the principal amount to be redeemed is to take place as of any applicable mandatory redemption date identified in paragraph (a) hereof, the Bonds, or portions thereof, to be redeemed shall be selected by lot ,..,.. ,~, prior to the selection by lot of the Bonds to be redeemed on the same date by operation of the mandatory redemption provisions of paragraph (a). Bonds to be redeemed pursuant to this paragraph shall be redeemed only upon written notice from the City to the Bond Registrar, given "'-c--: ,~ upon the direction of the this 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 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. (c) Partial Redemption. If fewer than all of the outstanding Bonds are called for redemption at one time, the maturities and principal amounts of each maturity to be redeemed shall be determined by the City. If fewer than all Bonds of a single maturity are to be redeemed, the selection of Bonds to be redeemed, or portions thereof in amounts of $5,000 or any integral multiple thereof, shall be made by the Bond Registrar by lot in a manner determined by the Bond Registrar. In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than $5,000 are then outstanding, each $5,000 unit of principal thereof shall be treated as 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 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. (d) Notice of Redemption. The notice of the call for redemption of Bonds shall identify (i) by designation, letters, numbers or other distinguishing marks, the Bonds or portions - 3 - , . thereof to be redeemed, (ii) 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 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. ...... (e) Payment of Redeemed Bonds. 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 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 be held in trust for the account of the registered owners thereof and shall be paid to them, respectively, upon presentation and surrender of those Bonds. 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 entitled to any security or benefit under this Ordinance unless and until the certificate 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. PNC Bank:, Cincinnati, 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 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. Principal 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) - 4 - . 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 shall 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 liability upon the Bond, including interest, to the extent of the amount or amounts so paid. 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 exchange 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. Notwithstanding any other provisions of this Ordinance, if it is determined by the Director of Finance to be advantageous to the City, the Bonds may be issued in book entry form in accordance with the provisions of this Section. As used in this Section and this Ordinance: "Book entry form" or "book entry system" means a form or system under which (i) the ownership of beneficial interests in Bonds and the principal of and interest on the Bonds may be transferred only through a book entry, and (ii) 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. The book entry maintained by others than the City is the record that identifies the owners of beneficial interests in those Bonds and that principal and interest. - "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 beneficial interests in Bonds or the principal and interest, 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. "Participant" means any participant contracting with a Depository under a book entry system and includes security brokers and dealers, banks and trust companies, and clearing corporations. - 5 - ~'~'~-""~""~""""'~~~."~'~'-'~ . ,,"~A~.'_.",._'_ .. C.......- .......- 0 . The Bonds may be issued to a Depository for use in a book entry system and, if and as long as a book entry system is utilized, (i) the Bonds may be issued in the form of a single, fully registered Bond representing each maturity and registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (ii) the beneficial owners in book entry form shall have no right to receive Bonds in the form of physical securities or certificates; (iii) ownership of beneficial interests in book entry form shall be shown by book entry on the system maintained and operated by the Depository and its - Participants, and transfers of the ownership of beneficial interests' shall be made only by book entry by the Depository and its Participants; and (iv) the Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a -- Depository, without further action by the City. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Director of Finance may attempt to establish a securities depository /book entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of the beneficial owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver bond certificates in registered form 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 also hereby authorized and directed to the extent necessary or required to enter into any agreements determined necessary in connection with the book entry system for the Bonds, after determining that the signing thereof will not endanger the funds or securities of the City. Section 7. The Bonds shall be sold at private sale at not less than 97 % of par plus accrued interest and awarded by the Director of Finance as set forth in the Certificate of A ward _... 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 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. 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 Director of Finance shall sign and deliver, in the name and on behalf of the City, the bond purchase agreement between the City and the original purchaser of the Bonds (the Bond Purchase Agreement) in substantially the form as is now on file with the Clerk of Council. The Bond 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 Agreement or amendments to the Bond Purchase Agreement. The preliminary official statement of the City relating to the original issuance of the Bonds substantially in the form now on file with the Clerk of Council is approved. The .... distribution and use of that preliminary official statement is hereby approved. 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 preliminary official statement, with such ...... modifications, completions, changes and supplements, as those officers shall approve or authorize for the purpose of preparing and determining, and to certify or otherwise represent, that the revised official statement is a "deemed final" official statement (except for permitted omissions) by the City as of its date and is a final official statement for purposes of SEC Rule 15c2-12(b)(1), (3) and (4). Those officers are each further authorized to use and distribute, or authorize the use and distribution of, the final official statement and supplements thereto in connection with the original issuance of the Bonds as may in their judgment be necessary or appropriate. Those - 6 - ~"""""~-",>_,,,,,,,,,,,",-<,,,,~:;,,,,,,,.:=<""=~._'~'=,~"'''''''''''__'''''-';';'~~~C~~~~,,,,-=,_~, -_..~;~ ;.;..j;.""'''~'-,.~ ._'~-,~'.- ....~.._,~=-=.""-'--~. . -' officers and each of them are also authorized to sign and deliver, on behalf of the City, and in their official capacities, such certificates in connection with the accuracy of the final official statement and any amendment thereto as may, in their judgment, be necessary or appropriate. The submission by the Director of Finance of an application to a bond insurer for a policy insuring the City's obligation to make payments of principal of and interest on the Bonds is hereby authorized. The Director of Finance is hereby authorized, if in her judgment it is in -- the best interest of the City to so proceed, to accept a commitment for insurance issued by a bond insurer, and the payment of the premium for such bond insurance and any related expenses is hereby authorized to be made from the proceeds of the Bonds to the extent available and then ~:4 from other money lawfully available and appropriated or to be appropriated for that purpose. Section 8. 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 SEC Rule 15c2-12 (the Rule), to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5)(i) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement for that purpose, and thereby to implement that agreement, including provisions for enforcement, amendment and termination, cases of the City Manager or the Director of Finance are authorized, and one or both of them directed to sign and deliver, in the name and on behalf of the City, the Continuing Disclosure Certificate, defined below, with any changes or amendments that are not inconsistent with this Ordinance and not substantially adverse to the City and that are approved by the City Manager or the Director of Finance on behalf of the City, all of which shall be conclusively evidenced by the signing of that Certificate or amendments to it by the City Manager or the Director of Finance. The agreement formed, collectively, by this paragraph and that Certificate, shall be the City's continuing disclosure agreement for purposes of the Rule, and its performance shall be subject to the availability of funds and their annual appropriation to meet costs the City would be required to incur to perform it. ~---"" As used in this Section 8, "Continuing Disclosure Certificate" means the certificate authorized by this Section, 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 subsection, shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule. Section 9. 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 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 10. 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 rate or amount, 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 therefore under the Constitution and laws of the State of Ohio; and the City hereby covenants, subject and pursuant to such authority, including particularly Section 133.05(B)(7), Revised Code to appropriate annually from such municipal income taxes such amount as is necessary to meet such annual debt charges. In each year to the extent income from the municipal income taxes 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 income so available and appropriated. - 7 - - . . Nothing in this Section in any way diminishes the irrevocable pledge of the full faith and credit and revenues of the City to the prompt payment of the debt charges on the Bonds. Section 11. 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 (ii) --- be treated other than as bonds to which Section 103 of the Code applies, and (b) the interest thereon will not be an item of tax preference under Section 57 of the Code. ~I!'t 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, (ii) 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 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. The Director of Finance, as 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(t)(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 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 12. The Clerk of Council is directed to deliver a certified copy of this Ordinance and the Certificate of Award to the County Auditors of Franklin, Delaware and Union Counties. - Section 13. This Council determines that all acts and conditions necessary to be i performed by the City or to have been met precedent to and in the issuing of the Bonds in order i ..... 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 10) 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. This Council 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 - 8 - -_.~-"~"."-,-~ .. . ~~~~--~,,-,......._....-.~-=._.._"... ~;.-~, .....",_.-"--~...,...._~-~~ ~ . ;~. '* '. .... . 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 15. 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 issue and sell the Bonds, which is necessary to enable the City to timely retire the Outstanding Notes and - thereby preserve its credit; wherefore, this Ordinance shall be in full force and effect immediately upon its passage. ...... Signed: I:::tt(~ Attest: ~ C!.... ~ Clerk of Council Passed: January L, 1996 Effective: January f, 1996 .-. .. I h~reby certify that copies of this Ordinonce!n r ~ . Cty f D b,. , wow v I were posted In th , 0 U In In accordance wit~ Serlion 731 2S of th Oft' R . I , e 10 eVlsed Code, r 'I'"'~ ....... - 9 -