Loading...
HomeMy WebLinkAbout96-98 Ordinance~.. _ _ ORDINANCE NO. ~-98 AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF BONDS IN THE MAXIMUM PRINCIPAL AMOUNT OF $9,450,000 FOR THE PURPOSE OF PAYING COSTS OF IMPROVING THE VEHICULAR TRANSPORTATION SYSTEM IN THE CITY BY CONSTRUCTING, RECONSTRUCTING, EXTENDING, OPENING, IMPROVING, WIDENING, GRADING, DRAINING, CURBING AND CHANGING THE LINES OF MUNICIPAL ROADS, HIGHWAYS, STREETS, BRIDGES, SIDEWALKS, WALKWAYS, BIKEWAYS AND VIADUCTS, ACQUIRING REAL ESTATE AND INTEREST IN REAL ESTATE THEREFOR, AND PROVIDING LIGHTING SYSTEMS AND ALL OTHER NECESSARY APPURTENANCES, 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 $34,000,000 for the purpose stated in Section 2 and of levying taxes outside the ten-mill limitation to pay debt charges on those bonds, the requisite majority of those voting on the question voted in favor of it (the "Transportation Authorization"), and sufficient authority remains under that Transportation Authorization for the issuance of the Bonds referred to herein; and WHEREAS, pursuant to Ordinance No. 11-98, passed February 17, 1998, notes in anticipation of bonds in the amount of $8,900,000 dated March 17, 1998, were issued for the purpose stated in Section 2, to mature on December 17, 1998 (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 2 and provide up to an additional $550,000 for the improvement described in Section 2; and WHEREAS, pursuant to Ordinance No. 57-94 passed June 20, 1994, as amended by Ordinance No. 62-94 passed June 27, 1994 (collectively, the "TIF Ordinance"), this Council authorized and the City has entered into a Tax Increment Financing Agreement (the "TIF Agreement") dated as of June 30, 1995, under which the City has agreed to construct certain public improvements identified in the TIF Agreement (the "TIF Project"), which TIF Project is subject to the tax increment financing described in the TIF Agreement and a portion of which TIF Project is described in Section 2 of this Ordinance; and WHEREAS, under the TIF Agreement and pursuant to Section 5709.43 of the Revised Code, the payments in lieu of taxes received by the City pursuant to the TIF Agreement and deposited in the McKitrick Project Municipal Public Improvement Tax Increment Equivalent Fund pursuant to the TIF Ordinance are available to pay debt charges on bonds issued to finance the TIF Project; 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 2 and the maximum maturity of the Bonds described in Section 2; 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 ~* 19 years, being the maximum maturity of the Bonds as approved by the voters in the Transportation Authorization; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, Delaware and Union Counties, Ohio, that: Section 1. Definitions and Interpretation. In addition to the words and terms elsewhere defined in this Ordinance, unless the context or use clearly indicates another or different meaning or intent: "Authorized Denominations" means the denomination of $5,000 or any integral multiple thereof. "Bond proceedings" means, collectively, this Ordinance, the Certificate of Award, the Continuing Disclosure Agreement and such other proceedings of the City, including the Bonds, that provide collectively for, among other things, the rights of holders and beneficial owners of the Bonds. "Bond Register" means all books and records necessary for the registration, exchange and transfer of Bonds as provided in Section 5. "Bond Registrar" means a bank or trust company authorized to do business in the State of Ohio and designated by the Director of Finance in the Certificate of Award pursuant to Section 4 as the initial authenticating agent, bond registrar, transfer agent and paying agent for the Bonds under the Registrar Agreement and until a successor Bond Registrar shall have become such pursuant to the provisions of the Registrar Agreement and, thereafter, "Bond Registrar" shall mean the successor Bond Registrar. "Bonds" means, collectively, the Serial Bonds and the Term Bonds, each as is designated as such in the Certificate of Award. "Book entry form" or "book entry system" means a form or system under which (a) the ownership of book entry interests in Bonds and the principal of and interest on the Bonds may be transferred only through a book entry, and (b) physical Bond certificates in fully registered form are issued by the City only to a Depository or its nominee as registered owner, with the Bonds "immobilized" in the custody of the Depository or its designated agent. The book entry maintained by others than the City is the record that identifies the owners of book entry interests in those Bonds and that principal and interest. "Certificate of Award" means the certificate authorized by Section 6, to be executed by the ~,„,.. ~ Director of Finance, setting forth and determining those terms or other matters pertaining to the Bonds and their issuance, sale and delivery as this Ordinance requires or authorizes to be set forth or determined therein. "Closing Date" means the date of physical delivery of, and payment of the purchase price for, the Bonds. "Code" means the Internal Revenue Code of 1986, the regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a section of the Code includes any applicable successor section or provision and such applicable regulations, rulings, announcements, notices, procedures and determinations pertinent to that section. "Continuing Disclosure Agreement" means the certificate authorized by subsection 9(c), to be substantially in the form on file with the Clerk of Council, and which, together with the agreements of the City set forth in that subsection, shall constitute the Continuing Disclosure Agreement made by the City for the benefit of the holders and beneficial owners of the Bonds in accordance with the Rule. "Depository" means any securities depository that is a clearing agency under federal law operating and maintaining, with its Participants or otherwise, a book entry system to record ownership of book entry interests in Bonds or the principal of and interest on Bonds, and to effect transfers of Bonds, in book entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York. "Interest Payment Dates" means June 1 and December 1 of each year that the Bonds are outstanding, commencing December 1, 1998 or June 1, 1999, as determined by the Director of Finance in the Certificate of Award. -2- _...,....~,e._. ~w .. _ "Original Purchaser" means collectively NatCity Investments, Inc., Cleveland, Ohio, and Banc One Capital Markets, Inc., Columbus, Ohio. "Participant" means any participant contracting with a Depository under a book entry system and includes securities brokers and dealers, banks and trust companies, and clearing corporations. "Principal Payment Dates" means the dates set forth in or determined pursuant to Section 3(b) of this Ordinance. "Purchase Agreement" means the Bond Purchase Agreement between the City and the Original Purchaser, as it may be modified from the form on file with the Clerk of Council and executed by the Director of Finance, all in accordance with Section 6. "Registrar Agreement" means the Bond Registrar Agreement between the City and the Bond Registraz, as it may be modified from the form on file with the Clerk of Council and executed by the Director of Finance, all in accordance with Section 4. "Rule" means Rule 15c2-12 prescribed by the SEC pursuant to the Securities Exchange Act of 1934. "SEC" means the Securities and Exchange Commission. "Serial Bonds" means those Bonds designated as such and maturing on the dates set forth in the Certificate of Awazd, bearing interest payable on each Interest Payment Date and not subject to mandatory sinking fund redemption. -~~- "Term Bonds" means those Bonds designated as such and maturing on the date or dates set forth in the Certificate of Awazd, bearing interest payable on each Interest Payment Date and .~{ subject to mandatory sinking fund redemption. The captions and headings in this Ordinance are solely for convenience of reference and in no way define, limit or describe the scope or intent of any Sections, subsections, pazagraphs, subpazagraphs or clauses hereof. Reference to a Section means a section of this Ordinance unless otherwise indicated. Section 2. Authorized Principal Amount and Purpose; Application of Proceeds. It is necessary and determined to be in the City's best interest to issue bonds of this City in the maximum principal amount of $9,450,000 (the "Bonds") for the purpose of paying costs of improving the vehicular transportation system in the City by constructing, reconstructing, extending, opening, improving, widening, grading, draining, curbing and changing the lines of municipal roads, highways, streets, bridges, sidewalks, walkways, bikeways and viaducts, acquiring real estate and interest in real estate therefor, and providing lighting systems and all other necessary appurtenances. The aggregate principal amount of the Bonds to be issued (not to exceed the stated amount) shall be the amount certified by the Director of Finance in the Certificate of Award. The Bonds shall be issued pursuant to Chapter 133, Ohio Revised Code, the City's Charter and this Ordinance. 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 aze being issued. Any portion of those proceeds representing premium and accrued interest shall be paid into the Bond Retirement Fund. Section 3. Denominations: Dative; Principal and Interest Pavment and Redemption Provisions. The Bonds shall be issued in one lot and only as fully registered bonds, in the Authorized Denominations, but in no case as to a particular maturity date exceeding the principal amount maturing on that date. The Bonds shall be dated as provided in the Certificate of Awazd, provided that their dated date shall not be more than sixty (60) days prior to the Closing Date. -3- (a) Interest Rates and Payment Dates. The Bonds shall bear the rate or rates of interest per year (computed on a 360-day per year basis), as shall be determined by the Director of Finance in the Certificate of Award; provided, that the Bonds of any one stated maturity all shall bear the same rate of interest which shall not exceed six and one-half percent (6.50 %) per year. Interest on the Bonds shall be payable at such rate or rates on the Interest Payment Dates until the principal amount has been paid or provided for. The 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. (b) Principal Payment Schedule. 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 1999 $135,000 2008 $475,000 2000 285,000 2009 495,000 2001 500,000 2010 515,000 2002 515,000 2011 540,000 2003 535,000 2012 570,000 2004 565,000 2013 595,000 2005 585,000 2014 625,000 2006 615,000 2015 655,000 2007 640,000 ~ 2016 605,000 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 as provided for below) 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 2000 through 2015 by more than thirty percent (30%) of the amount of principal payable that year as shown in this Section 3(b), (ii) cause the principal amount maturing in the year 1999 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 3(b), or (iii) increase the principal payable on the Bonds in the year 2016 by more than thirty percent (30%) of the amount of principal payable that year as shown in this Section 3; and provided further 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 also defer the first and last principal payment dates of the Bonds one year 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 fend schedules set forth in the Certificate of Award. 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 3(d)(i) below, or any combination thereof. The Director of Finance shall determine and designate in the Certificate of Award the allocation of Bonds among those categories and designations, and the related principal payment and any applicable mandatory sinking fund redemption schedules. (c) Payment of Debt Charges. The debt charges on the Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Bond Registrar as paying agent. Principal of and any premium on the Bonds, shall be payable when due upon presentation and surrender of the Bonds at the principal corporate trust office of the Bond -4- . _ .~.e ~ _ .. __ m 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 at the close of business on the 15th day of the calendar month next preceding that Interest Payment Date. Notwithstanding the foregoing, if and so long as the Bonds are issued in a book entry system, principal of and interest and any premium on the Bonds shall be payable in the manner provided in any agreement entered into by the Director of Finance, in the name and on behalf of the City, in connection with the book entry system. (d) Redemption Provisions. The Bonds shall be subject to redemption prior to stated maturity as follows: (i) Mandatory Sinking Fund Redemption of Term Bonds. If any of the Bonds are issued as Term Bonds, the Term Bonds shall be subject to mandatory redemption in part by lot and be redeemed pursuant to Mandatory Redemption Requirements, at a redemption price of 100% of the principal amount redeemed, plus accrued interest to the redemption date, on the applicable Mandatory Redemption Dates and in the principal amounts payable on those Dates, for which provision is made in the Certificate of Award (such Dates and amounts, the "Mandatory Sinking Fund Redemption Requirements"). The aggregate of the moneys to be deposited with the Bond Registrar for payment of principal of and interest on any Term Bonds shall include an amount sufficient to redeem on the Mandatory Redemption Date the principal amount of Term Bonds payable on those Dates pursuant to Mandatory Sinking Fund Redemption Requirements (less the amount of any credit as hereinafter provided). The City shall have the option to deliver to the Bond Registrar for cancellation Term Bonds in any aggregate principal amount and to receive a credit against the then current or any subsequent Mandatory Sinking Fund Redemption Requirement (and corresponding ~,~. mandatory redemption obligation) of the City, as specified by the Director of Finance, for Term Bonds stated to mature on the same Principal Payment Date as the Term Bonds so ,~~,~ delivered. That option shall be exercised by the City on or before the 45th day preceding any Mandatory Redemption Date with respect to which the City wishes to obtain a credit, by furnishing the Bond Registrar a certificate, signed by the Director of Finance, setting forth the extent of the credit to be applied, with respect to the then current or any subsequent Mandatory Sinking Fund Redemption Requirement for Term Bonds stated to mature on the same Principal Payment Date. If the certificate is not timely furnished to the Bond Registrar, the current Mandatory Sinking Fund Redemption Requirement (and corresponding mandatory redemption obligation) shall not be reduced. A credit against the then current or any subsequent Mandatory Sinking Fund Redemption Requirement (and corresponding mandatory redemption obligation), as specified by the Director of Finance, also shall be received by the City for any Term Bonds which prior thereto have been redeemed (other than through the operation of the applicable Mandatory Sinking Fund Redemption Requirements) or purchased for cancellation and canceled by the Bond Registrar, to the extent not applied theretofore as a credit against any Mandatory Sinking Fund Redemption Requirement, for Term Bonds stated to mature on the same Principal Payment Date as the Term Bonds so redeemed or purchased and canceled. Each Term Bond so delivered, or previously redeemed, or purchased and canceled, shall be credited by the Bond Registrar at 100% of the principal amount thereof against the then current or subsequent Mandatory Sinking Fund Redemption Requirements (and corresponding mandatory redemption obligations), as specified by the Director of Finance, for Term Bonds stated to mature on the same Principal Payment Date as the Term Bonds so delivered, redeemed or purchased and canceled. (ii) Optional Redemption. The Bonds of the maturities specified in the Certificate of Award shall be subject to optional redemption by and at the sole option of the City, in whole or in part in integral multiples of $5,000, on the dates, 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, to be determined by the Director of Finance in the Certificate of Award; provided that the earliest optional redemption date shall not be earlier -5- than December 1, 2006 or later than December 1, 2010, and the redemption price for the earliest optional redemption date shall not be greater than 103%. If optional redemption of Term Bonds at a redemption price exceeding 100% of the principal amount to be redeemed is to take place as of any Mandatory Redemption Date applicable to those Term Bonds, the Term Bonds, or portions thereof, to be redeemed optionally shall be selected by lot prior to the selection by lot of the Term Bonds of the same maturity to be redeemed on the same date by operation of the Mandatory Sinking Fund Redemption Requirements of subsection (d) of this Section. The Bonds to be redeemed pursuant to this paragraph shall be redeemed only upon written notice from the Director of Finance to the Bond Registrar, given upon the direction of this Council by adoption of an 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. (iii) Partial Redemption. If fewer than all of the outstanding Bonds are called for optional redemption at one time and Bonds of more than one maturity are then outstanding, the Bonds that are called shall be Bonds of the maturity or maturities selected by the City. If fewer than all of the Bonds of a single maturity are to be redeemed, the selection of Bonds of that maturity 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 if 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 of principal amount 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, 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. (iv) Notice of Redemption. The notice of the call for redemption of Bonds shall identify (A) by designation, letters, numbers or other distinguishing marks, the Bonds or portions thereof to be redeemed, (B) the redemption price to be paid, (C) the date fixed for redemption, and (D) the place or places where the amounts due upon redemption are payable. The notice shall be given by the Bond Registrar on behalf of the City by mailing a copy of the redemption notice by first class mail, postage prepaid, at least 30 days prior to the date fixed for redemption, to the registered owner of each 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. (v) Payment of Redeemed Bonds. In the event that notice of redemption shall have been given by the Bond Registrar to the registered owners as provided above, there shall be *~ deposited with the Bond Registrar on or prior to the redemption date, moneys that, in addition to any other moneys available therefor and held by the Bond Registrar, will be sufficient to redeem at the redemption price thereof, plus accrued interest to the redemption date, all of the redeemable Bonds for which notice of redemption has been given. 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, subject to Section 5, upon presentation and surrender thereof at the place or places specified in that notice, shall be paid at the redemption price, plus accrued interest to the redemption date. If moneys for the redemption of all of the Bonds and portions thereof to be redeemed, together with accrued interest thereon to the redemption date, are held by the Bond Registrar on the redemption date, so as to be available therefor on that date and, if -6- _ ~ ~,~LL .~ 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 those moneys shall not be so available on the redemption date, or that notice shall not have been deposited in the mail as aforesaid, those 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 moneys 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 4. Execution and Authentication of Bonds; Appointment of Bond Re istrar. The Bonds shall be signed by the City Manager and the Director of Finance, in the name of the City and in their official capacities, provided that either or both of those signatures may be a facsimile. The Bonds shall be issued in the Authorized Denominations and numbers as requested by the Original Purchaser and approved by the Director of Finance, shall be numbered as determined by the Director of Finance in order to distinguish each Bond from any other Bond and shall express upon their faces the purpose, in summary terms, for which they are issued and that they are issued pursuant to this Ordinance. The Director of Finance is hereby authorized to designate in the Certificate of Award a bank or trust company authorized to do business in the State of Ohio to act as the initial Bond Registrar. The Director of Finance shall sign and deliver, in the name and on behalf of the City, the Registrar Agreement between the City and the Bond Registrar, in substantially .the form as is now on file with the Clerk of Council. The Registrar Agreement is approved, together with any changes or amendments that are not inconsistent with this Ordinance and not substantially adverse to the City and that are approved by the Director of Finance on behalf of the City, all of which shall be conclusively evidenced by the signing of the Registrar Agreement or amendments thereto. The Director of Finance shall provide for the payment of the services rendered and for reimbursement of expenses incurred pursuant to the Registrar Agreement, except to the extent paid or reimbursed by the Original Purchaser in accordance with the Purchase Agreement, from the proceeds of the Bonds to the extent available and then from other money lawfully available and appropriated or to be appropriated for that purpose. No Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under the Bond proceedings unless and until the certificate of authentication printed on the Bond is signed by the Bond Registrar as authenticating agent. Authentication by the Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued, signed and delivered under, and is entitled to the security and benefit of, the Bond proceedings. The certificate of authentication may be signed by any authorized officer or employee of the Bond Registrar or by any other person acting as an agent of the Bond Registrar and approved by the Director of Finance on behalf of the City. The same person need not sign the certificate of authentication on all of the Bonds. Section 5. Registration; Transfer and Exchange; Book Entrv System. (a) Bond Re istrar. So long as any of the Bonds remain outstanding, the City will cause the Bond Registrar to maintain and keep the Bond Register at its principal corporate trust office. Subject to the provisions of Section 3(c), the person in whose name a Bond is registered on the Bond Register shall be regarded as the absolute owner of that Bond for all purposes of the Bond proceedings. Payment of or on account of the debt charges on any Bond shall be made only to or upon the order of that person; neither the City nor the Bond Registrar shall be affected by any notice to the contrary, but the registration may be changed as provided in this Section. All such payments shall be valid and effectual to satisfy and discharge the City's liability upon the Bond, including interest, to the extent of the amount or amounts so paid. (b) Transfer and Exchanse. 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 -7- m .~ corporate trust office of the Bond Registrar together with an assignment signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or transfer the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any Authorized Denomination or Denominations requested by the owner equal in the aggregate to the unmatured principal amount of the Bond surrendered and bearing interest at the same rate and maturing on the same date. If manual signatures on behalf of the City are required, the Bond Registrar shall undertake the exchange or transfer of Bonds only after the new Bonds are signed by the authorized officers of the City. In all cases of Bonds exchanged or transferred, the City shall sign and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Bond proceedings. The exchange or transfer shall be without charge to the owner, except that the City and Bond Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge required to be paid with respect to the exchange or transfer. The City or the Bond Registrar may require that those charges, if any, be paid before the procedure is begun for the exchange or transfer. All Bonds issued and authenticated upon any exchange or transfer shall be valid obligations of the City, evidencing the same debt, and entitled to the same security and benefit under the Bond proceedings as the Bonds surrendered upon that exchange or transfer. Neither the City nor the Bond Registrar shall be required to make any exchange or transfer of (i) Bonds then subject to call for redemption between the 15th day preceding the mailing of notice of Bonds to be redeemed and the date of that mailing, or (ii) any Bond selected for redemption, in whole or in part. (c) Book Entry System. Notwithstanding any other provisions of this Ordinance, if the Director of Finance determines in the Certificate of Award that it is in the best interest of and financially advantageous to the City, the Bonds may be issued in book entry form in accordance with the following provisions of this Section. The Bonds may be issued to a Depository for use in a book entry system and, if and so long ,.~ as a book entry system is utilized, (i) the Bonds may be issued in the form of a single, fully registered Bond representing each maturity and registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository or its designated agent; (ii) the book entry interest owners of Bonds in book entry form shall not have any right to receive Bonds in the form of physical securities or certificates; (iii) ownership of book entry interests in Bonds in book entry form shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of book entry interests shall be made only by book entry by the Depository and its Participants; and (iv) the Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the City. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Director of Finance may attempt to establish a securities depository/book entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of the book entry interest owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Bonds from the Depository, and shall cause Bond certificates in registered form and Authorized Denominations to be authenticated by the Bond Registrar and delivered to the assigns of the Depository or its nominee, all at the cost and expense (including any costs of printing), if the event is not the result of City action or inaction, of those persons requesting such issuance. The Director of Finance is hereby authorized and directed, to the extent necessary or required, to enter into any agreements, in the name and on behalf of the City, that she determines to be necessary in connection with a book entry system for the Bonds. -8- Section 6. Sale of the Bonds to the Original Purchaser. The Bonds are sold at private sale to the Original Purchaser at a purchase price, not less than 97% of the aggregate principal amount thereof, as shall be determined by the Director of Finance in the Certificate of Award, plus accrued interest on the Bonds from their date to the Closing Date, and shall be awarded by the Director of Finance with and upon such other terms as are required or authorized by this Ordinance to be specified in the Certificate of Award, in accordance with law, the provisions of this Ordinance and the Purchase Agreement. The Director of Finance is authorized, if it is determined to be in the best interest of the City, to combine the issue of Bonds with one or more other bond issues of the City into a consolidated bond issue pursuant to Section 133.30(B) of the Revised Code in which case a single Certificate of Award may be utilized for the consolidated bond issue if appropriate and consistent with the terms of this Ordinance. The Director of Finance shall sign and deliver the Certificate of Award and shall cause the Bonds to be prepared and signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Bonds, to the Original Purchaser upon payment of the purchase price. The City Manager, the Director of Finance, the Clerk of Council and other City officials, as appropriate, each are authorized and directed to sign any transcript certificates, financial statements and other documents and instruments and to take such actions as are necessary or appropriate to consummate the transactions contemplated by this Ordinance. The Director of Finance shall sign and deliver, in the name and on behalf of the City, the Purchase Agreement between the City and the Original Purchaser, in substantially the form as is now on file with the Clerk of Council, providing for the sale to, and the purchase by, the Original Purchaser of the Bonds. The Purchase Agreement is approved, together with any changes or amendments that are not inconsistent with this Ordinance and not substantially adverse to the City and that are approved by the Director of Finance on behalf of the City, all of which shall be conclusively evidenced by the signing of the Purchase Agreement or amendments thereto. .. Section 7. Provisions for Tax Lew. There shall be levied on all the taxable property in the City, in addition to all other taxes, a direct tax annually during the period the Bonds are outstanding • in an amount sufficient to pay the debt charges on the Bonds when due, which tax shall not be less than the interest and sinking 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. In each year monies deposited to the McKitrick Project Municipal Public Improvement Tax Increment Equivalent Fund created pursuant to Section 5709.43(A) of the Revised Code and the TIF Ordinance are available for the payment of the debt charges on the Bonds, the amount of the tax shall be reduced by the amount of the monies so available and appropriated. 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. °~ Section 8. Federal Tax Considerations. The City covenants that it will use, and will restrict the use and investment of, the proceeds of the Bonds in such manner and to such extent as may be necessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage bonds or hedge bonds under Sections 141, 148 or 149 of 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. 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, -9- 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 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. Each covenant made in this section with respect to the Bonds is also made with respect to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and, if different, the original issue and any refunding issues in a series of refundings), to the extent such compliance is necessary to assure exclusion of interest on the Bonds from gross income for federal income tax purposes, and the officers identified above are authorized to take actions with respect to those issues as they are authorized in this section to take with respect to the Bonds. Section 9. Official Statement and Continuing Disclosure. (a) Primary Offering Disclosure -- Official Statement. 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 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. (b) Application for Rating or Bond Insurance. If, in the judgment of the Director of Finance, the filing of an application for (i) a rating on the Bonds by one or more nationally-recognized rating agencies, or (ii) a policy of insurance from a company or companies to better assure the payment of principal of and interest on the Bonds, is in the best interest of and financially advantageous to this City, the Director of Finance is authorized to prepare and submit those applications, to provide to each such agency or company such information as may be required for the purpose, and to provide further for the payment of the cost of obtaining each such rating or policy, except to the extent paid by the Original Purchaser in accordance with the Purchase Agreement, from the proceeds of the Bonds to the extent available and otherwise from any other funds lawfully available and that are appropriated or shall be appropriated for that purpose. (c) Agreement to Provide Continuing Disclosure. For the benefit of the holders and beneficial owners from time to time of the Bonds, the City agrees, as the only obligated person with respect to the Bonds under the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for -10- 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, the Director of Finance is authorized and directed to sign and deliver, in the name and on behalf of the City, a continuing disclosure certificate, 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 that certificate or amendments to it. 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. Section 10. Certification and Delivery of Ordinance. 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 1 1. Satisfaction of Conditions for Bond Issuance. This Council determines that all acts and conditions necessary to be performed by the City or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the City have been performed and have been met, or will at the time of delivery of the Bonds have been performed and have been met, in regular and due form as required by law; that the full faith and credit and general property taxing power (as described in Section 7) of the City are pledged for the timely payment of the debt charges on the Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Bonds. Section 12. Compliance with Onen Meeting Requirements. This Council finds and determines that all formal actions of this Council concerning and relating to the adoption 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 13. Effective Date. This Ordinance is declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety and welfare of the City, and for the further reason that this Ordinance is required to be immediately effective in order to issue and sell the Bonds, which is necessary to enable the City to timely retire the Outstanding Notes and preserve the City's credit, and to sell the Bonds in the most cost effective manner in coordination with other pending bond issues of the City; wherefore, this Ordinance shall be in full force and effect immediately upon its passage. Attest: C~~z,~ ~ (~ .-L~C_-- Clerk of Council Passed: ~~-(ir.~- ~, 1998 Effective: - ~ ~ , 1998 -11- 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 not to exceed $9,450,000 of bonds (the Bonds) for the purpose of paying costs of improving the vehicular transportation system in the City by constructing, reconstructing, extending, opening, improving, widening, grading, draining, curbing and changing the lines of municipal roads, highways, streets, bridges, sidewalks, walkways, bikeways and viaducts, acquiring real estate and interest in real estate therefor, and providing lighting systems and all other necessary appurtenances (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 in excess of 19 years, but because the maximum maturity of the Bonds approved by the voters at the election held on May 8, 1990, is 19 years, the maximum maturity of the Bonds is 19 years. Dated: August ~, , 1998 ' Director of Finance City of Dublin, Ohio