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HomeMy WebLinkAbout107-92 Ordinance ~ , '. \_ I ~ ORDINANCE NO. 107 -92 AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF BONDS IN THE MAXIMUM PRINCIPAL AMOUNT OF $165,000 TO PAY THE PROPERTY OWNERS' PORTION, IN ANTICIPA- TION OF THE COLLECTION OF SPECIAL ASSESSMENTS HERETOFORE LEVIED, OF THE COSTS OF IMPROVING VILLAGE PARKWAY FROM SAWMILL ROAD TO TULLER ROAD, BANKER DRIVE FROM SAWMILL ROAD TO DUBLIN CENTER ,.. DRIVE, DUBLIN CENTER DRIVE FROM WEST DUBLIN- GRANVILLE ROAD TO SAWMILL ROAD, AND TULLER ROAD \- FROM DUBLIN CENTER DRIVE TO VILLAGE PARKWAY BY INSTALLING STREET LIGHTING AND ACQUIRING REAL ESTATE OR INTEREST IN REAL ESTATE THEREFOR, TOGETHER WITH ALL NECESSARY APPURTENANCES, AND DECLARING AN EMERGENCY. WHEREAS, this Counc il has previously by proper legislation declared the necessity of the improvement described in Section 1, caused the construction of that improvement to be completed and levied special assessments therefor; and WHEREAS, pursuant to Ordinance No. 17-92 passed March 16, 1992, notes in anticipation of bonds in the amount of $325,000, dated April 14, 1992, were issued for the purpose stated in Section 1, to mature on October 14, 1992 (the Outstanding Notes); and WHEREAS, this Counc il finds and determines that the City should retire the Outstanding Notes with the proceeds of the Bonds described in Section 1 and other funds available to the City; 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 f"'" described to 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 fifteen years because the special assessments for the improvement will be payable over fifteen 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 maximum aggregate principal amount of $165,000 (the Bonds) to pay the property owners' portion, in anticipation of the collection of special assessments heretofore levied, of the costs of improving Village Parkway from Sawmill Road to Tuller Road, Banker Drive from Sawmill Road to Dublin Center Drive, Dublin Center Drive from West Dublin-Granville Road to Sawmill Road, and Tuller Road from Dublin Center Drive to Village Parkway by installing street lighting and acquiring real estate or interest in real estate therefor, together with all necessary appurtenances, in the manner provided in Ordinance No. 46-90, adopted September 17, 1990. Section 2. The Bonds shall be issued in one lot and only as fully registered bonds, in the denominations of $1,000 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 r October 1, 1992. " \..., The Bonds shall bear interest at the rate or rates of interest, not exceeding in the aggregate a weighted average interest rate to maturity of 7-1/2% per year (computed on a 360-day per year basis), as specified in the certificate of award providing for the award of the Bonds (the Certificate of Award) , payable on June 1 and December 1 of each year (the Interest Payment Dates) , commencing June 1, 1993, until the principal amount has been paid or provided for. The Bonds of any one 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 October 1, 1992. , - The Bonds shall mature on December 1 in each of the years and in the amounts as follows: Maturity Principal Maturity Principal Date Amount Date Amount 1993 $10,000 2001 $10,000 1994 10,000 2002 10,000 1995 10,000 2003 10,000 1996 10,000 2004 10,000 f"" 1997 10,000 2005 15,000 1998 10,000 2006 15,000 "'- 1999 10,000 2007 15,000 2000 10,000 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 Director of Finance shall in the Certificate of Award reduce the amount of Bonds to be issued to reflect any cash payments of special assessments by property owners received in accordance with the ordinance of the City levying those special assessments. In the event the amount of Bonds required to be issued is reduced because of the City's receipt of those cash payments, that reduction shall be further accomplished by the Director of Finance revising the maturities of the Bonds to reflect the amount of cash payments received, with those adjustments made as determined by the Director of Finance in her best judgment in the best interest of the City and based on the advice of the original purchaser of the Bonds so that the principal amount maturing in as many years as possible is $5,000 or an integral multiple thereof. The Director of finance may also revise those maturities so that the Bonds are issued as much as possible such that the total principal and interest payments on the Bonds in any fiscal year in which principal is r- payable is substantially equal. Notwithstanding any other provisions of this paragraph, no such adjustment shall cause the total principal and interest ; payments on the Bonds in any fiscal year in which principal is payable to be \".... more than three times the amount of those payments in any other fiscal year. The principal amount of Bonds to be issued and any adjustments made by the Director of Finance pursuant to this paragraph shall be reflected in the Certificate of Award which shall also set forth any adjustments in the maturity schedule for the Bonds. The Bonds shall not be subj ect to redemption prior to stated maturity. 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, r 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, N.A. , 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, - 2 - == - . c ;7..t: ,,"'i_W,;- , - 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. 1"'" 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) 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. fI"""" Any Bond may be exchanged for Bonds of any authorized denomination t '-- 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- r 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. 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 - 3 - , -. (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 "immobil ized" in the custody of the Depos itory. 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 r' 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. 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 immobil ized 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 and after the approval of the form of any such agreement by the Director of Law. Section 7. The Bonds shall be sold at not less than par at private sale by the Director of Finance as set forth in the certificate of award, all 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 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 r 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. Either or both of the Director of Finance or the City Manager 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 Agreement is approved, together with any changes or amendments that are not inconsistent with this resolution and not substantially adverse to the City and that are approved by the Treasurer on behalf of the City, all - 4 - -- - --- --_._-~--_.~-- . ., of which shall be conclusively evidenced by the signing of the Agreement or amendments to the 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 off icial 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 off icial statement for purposes of SEC Rule 15c2-12(b)(l), (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 orig inal issuance of the Bonds as may in their judgment be necessary or appropriate. Those 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 City of an application to a bond insurer for a policy insuring the City's obligat ion 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 conunitment 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 from other money lawfully available and appropriated or to be appropriated for that purpose. t1""'" 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 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. All special assessments collected for the improvement described in Section 1, and any unexpended balance remaining in the improvement fund after the cost and expenses of that improvement have been paid, shall be used for the payment of the debt charges on the Bonds until paid in full and shall be used for no other purpose. In the event and to the extent that those special assessments are not collected, there shall be levied on all the taxable property in the City, and 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 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 r levy of the special assessments for the improvement 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. 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 (ii) be treated other than as bonds to which Section 103(a) of the Code applies, and - 5 - ? . rl''F4 'l\l\:fJiT ~ -i'l!i!tJli~ ::IITUl_ -: ~ . . (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, ( 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. The City hereby represents that the Outstanding Notes (the Refunded Obligations) are treated as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Code. The City hereby covenants that it will redeem the Refunded Obligations from proceeds of, and within 90 days after issuance of, the Bonds, and represents that all other conditions are met for treating the Bonds as "qualified tax-exempt obligations" and as not to be taken into account under subparagraph (D) of Section 265(b)(3) of the Code, without necessity for further designation, by reason of subparagraph (D)(ii) of Section 265(b)(3) of the Code. Further, the City represents and covenants that, during any time or in any manner as might affect the status of the Bonds as "qualified tax-exempt obligations", it has not formed or participated in the formation of, or benefited from or availed itself of, any entity in order to avoid the purposes of subparagraph (C) or (D) of Section 265(b)(3) of the Code, and will not form, participate in the formation of, or benefit from or avail itself of, any such entity. The City further represents that the Bonds are not being issued as part of a direct or indirect composite issue that combines issues or lots of tax-exempt obligations of different issuers. 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 L 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 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 f 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 Counc il is directed to deliver a certified copy of this ordinance and of the certificate of award to the County Auditors of Franklin, Union and Delaware Counties. - 6 - ._-..,- . . '. . . 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. I""""" Section 13. 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 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 this 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. Attest: ~ ~ ~ September l!f, Clerk of Council Passed: 1992 r Effective: September !.!i, 1992 '1, , .......... r hereby certify that copies of this Ordinance/Resolution were posted in the City of Dublin in accordan(e with Section 731.25 of the Ohio Revised Code. ~(2~ Clerk of Coundl, Dublin, Ohio ,- \-. - 7 - ---------- , . 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 August 19, 1991, I certify in connection with your proposed issue of $165,000 maximum principal amount of bonds (the Bonds) to pay the property owners' portion, in anticipation of the collection of special assessments heretofore levied, of the costs of improving Village Parkway from Sawmill Road to Tuller Road, Banker Drive from Sawmill Road to Dublin Center Drive, Dublin Center Drive from West Dublin-Granville Road to Sawmill Road, and Tuller Road from Dublin Center Drive to Village Parkway by installing street lighting and acquiring real estate or interests in real estate "'" therefor, 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 estimated maximum maturity of the Bonds, calculated in accordance with Section 133.20 of the Revised Code, exceeds fifteen years but because the special assessments for the improvement will be payable over a period of fifteen years and the Bonds are to be issued in anticipation of the collection of those special assessments, the maximum maturity of the Bonds is fifteen years. Dated: September ~, 1992 ~~~.b~, Director of Finance ~ City of Dubl in, Ohio -~,,,.