011-98 Ordinancer
ORDINANCE NO. ~-98
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
$8,900,000 NOTES, IN ANTICIPATION OF THE ISSUANCE OF 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, BIKEWAYS AND VIADUCTS, ACQUIRING REAL
ESTATE AND INTERESTS 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 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, bikeways and viaducts, acquiring real estate and interests
in real estate therefor, and providing lighting systems and all other necessary appurtenances 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
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 1 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 notes or bonds issued
to finance the TIF Project; and
WHEREAS, pursuant to Ordinance No. 68-97 passed June 2, 1997, notes in anticipation
of bonds in the amount of $8,900,000, dated June 17, 1997, were issued for the purpose stated
in Section 1, to mature on March 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 Notes described in Section 3; 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 estimated maximum maturity of the Bonds described in Section 1 and the Notes described
in Section 3, to be issued in anticipation of the Bonds; and
WHEREAS, the Director of Finance has certified to this Council that the estimated life
or period of usefulness of the improvement described in Section 1 is at least five years and that
the estimated maximum maturity of the Bonds is at least nineteen years but because the
maximum maturity for the Bonds approved by the voters in the Transportation Authorization is
nineteen years the maximum maturity of the Bonds is also nineteen years, and the maximum
maturity of $3,125,000 principal amount of the Notes is March 20, 2015, the maximum maturity
of $3,375,000 principal amount of the Notes is March 19, 2016, and the maximum maturity of
$2,400,000 principal amount of the Notes is September 18, 2016;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
Franklin, Union and Delaware Counties, Ohio, that:
Section 1. It is necessary to issue bonds of this City in the aggregate principal amount
of $8,900,000 (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, bikeways and viaducts, acquiring real estate and interests in real
estate therefor, and providing lighting systems and all other necessary appurtenances.
Section 2. The Bonds shall be dated approximately December 1, 1998, shall bear interest
,,,~ at the now estimated rate of 5.25 % per year, payable semiannually until the principal amount
is paid, and are estimated to mature in nineteen annual principal installments that are
,~; substantially equal. The first principal installment is estimated to be December 1, 1999.
Section 3. It is necessary to issue and this Council determines that notes in the aggregate
principal amount of $8,900,000 (the Notes) shall be issued in anticipation of the issuance of the
Bonds and to retire the Outstanding Notes and for the purpose described in Section 1. The
Notes shall bear interest at a rate or rates not to exceed 6% per year (computed on a 360-day
per year basis), payable at maturity and until the principal amount is paid or payment is provided
for. If requested by the original purchaser, the Notes may provide that, in the event the City
does not pay or make provision for payment at maturity of the debt charges on the Notes, the
principal amount of the Notes shall bear interest at a different rate or rates not to exceed 10%
per year from the maturity date until the City pays or makes provision to pay that principal
amount. The rate or rates of interest on the Notes shall be determined by the Director of
Finance in the Certificate of Award referred to in Section 6.
Section 4. The debt charges on the Notes shall be payable in lawful money of the United
States of America, or in Federal Reserve funds of the United States of America if so requested
by the original purchaser, and shall be payable, without deduction for services of the City's
paying agent, at either or both of, as determined by the Director of Finance, the office of Bank
One, Columbus, N. A. , Columbus, Ohio, or at the principal office of a bank or trust company
requested by the original purchaser of the Notes, provided that such request shall be approved
by the Director of Finance after determining that the payment at that bank or trust company will
not endanger the funds or securities of the City and that proper procedures and safeguards are
available for that purpose. The Notes shall be dated March 17, 1998 and shall mature on
December 17, 1998.
Section 5. The Notes shall be signed by the City Manager and Director of Finance, in
the name of the City and in their official capacities, provided that one of those signatures may
be a facsimile. The Notes shall be issued in one lot and in the denominations as requested by
the original purchaser and approved by the Director of Finance, provided that no Note shall be
issued in a denomination less than $100,000 or be exchangeable for other Notes in
denominations less than $100,000. The entire principal amount may be represented by a single
Note and the Notes may be issued as fully registered securities in accordance with Section
133.40 of the Revised Code and in book entry or other uncertified form in accordance with
Section 9.96 if it is determined by the Director of Finance that issuance of fully registered
securities in that form will facilitate the sale and delivery of the Notes. The Notes shall not have
coupons attached, 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.
Section 6. The Notes shall be sold at not less than par at private sale by the Director of
Finance in accordance with law and the provisions of this Ordinance. The Director of Finance
,, shall sign the certificate of award evidencing that sale (the Certificate of Award), cause the
Notes to be prepared, and have the Notes signed and delivered, together with a true transcript
of proceedings with reference to the issuance of the Notes if requested by the original purchaser,
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.
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Section 7. The proceeds from the sale of the Notes, 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 Notes are being issued. Any portion of those
proceeds representing premium and accrued interest shall be paid into the Bond Retirement
Fund.
Section 8. The par value to be received from the sale of the Bonds or of any renewal
notes and any excess funds resulting from the issuance of the Notes shall, to the extent
necessary, be used to pay the debt charges on the Notes at maturity and are pledged for that
purpose.
Section 9. During the year or years in which the Notes are outstanding, there shall be
levied on all the taxable property in the City, in addition to all other taxes, the same tax that
would have been levied if the Bonds had been issued without the prior issuance of the Notes.
The tax shall be unlimited as to amount or rate, shall be and is ordered computed, certified,
levied and extended upon the tax duplicate and collected by the same officers, in the same
manner, and at the same time that taxes for general purposes for each of those years are
certified, levied, extended and collected, and shall be placed before and in preference to all other
items and for the full amount thereof. The proceeds of the tax levy shall be placed in the Bond
Retirement Fund, which is irrevocably pledged for the payment of the debt charges on the Notes
or 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 Notes and 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 Notes shall also be paid from municipal income taxes lawfully available therefor under
the constitution and laws of the State of Ohio; and the City hereby covenants, subject and
pursuant to such authority, including particularly Sections 133.05(B)(7) and 5705.51(A)(5) and
(D), Revised Code, to appropriate annually from such municipal income taxes such amount as
is necessary to meet such annual debt charges. Nothing in this section in any way diminishes
the irrevocable pledge of the full faith and credit and general property taxing power of the City
to the prompt payment of the debt charges on the Notes and the Bonds.
Section 10. The City covenants that it will use, and will restrict the use and investment
of, the proceeds of the Notes in such manner and to such extent as may be necessary so that (a)
the Notes 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.
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 Notes to be and remain excluded from gross income for
federal income tax purposes, (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 Notes 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 Director of Finance, as fiscal officer, or any other officer of the City having
responsibility for issuance of the Notes 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 Notes as the City is permitted to 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(fj(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 Notes 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
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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 Notes, and (c) to give one or more appropriate
certificates of the City, for inclusion in the transcript of proceedings for the Notes, setting forth
the reasonable expectations of the City regarding the amount and use of all the proceeds of the
Notes, 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 Notes.
„~,„, Section 11. The Clerk of Council is directed to deliver a certified copy of this Ordinance
to the County Auditors of Franklin, Delaware and Union Counties.
Section 12. This Council determines that all acts and conditions necessary to be done
or performed by the City or to have been met precedent to and in the issuing of the Notes 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 Notes 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 Notes; and that no statutory or constitutional limitation of
indebtedness or taxation will have been exceeded in the issuance of the Notes.
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 of its 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 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 Notes, which is necessary to enable the City to timely retire the Outstanding Notes and
thereby preserve its credit and complete the improvements described in Section 1 at the earliest
possible time to enhance the public health and tiraffic safety; wherefore, this Ordinance shall be
in full force and effect immediately upon its passage.
Signed:
Presiding Officer
Attest:
Clerk of Council
Passed: February ~7, 1998
Effective: Februaryl?, 1998
~,,, f certify that copies of this Ordinance/ were posted in the
Gttr ~f Oubtin in accordance with Section 731.25 of the Ohio Revised Code.
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SUPPLEMENTAL FISCAL OFFICER'S CERTIFICATE
To the Council of the City of Dublin, Ohio:
As fiscal officer of the City of Dublin, and supplementing my certificate of June 2, 1997,
I certify in connection with your proposed issue of $8,900,000 (the Notes), to be issued in
anticipation of the issuance 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, bikeways and viaducts, acquiring real estate and
interests 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 estimated maximum maturity of the Bonds, calculated in accordance with Section
133.20 of the Revised Code, is at least nineteen years, but because the maximum maturity for
the Bonds approved by the electors of the City at the May 8, 1990 election is nineteen years,
the maximum maturity of the Bonds is nineteen years. If notes in anticipation of the Bonds are
outstanding later than the last day of December of the fifth year following the year of issuance
of the original issue of notes, the period in excess of those five years shall be deducted from that
maximum maturity of the Bonds.
3. The maximum maturity of the $3,125,000 principal amount of the Notes originally
issued on September 20, 1995 is March 20, 2015; the maximum maturity of the $3,375,000
principal amount of the Notes originally issued on March 19, 1996 is March 19, 2016; and the
maximum maturity of the $2,400,000 principal amount of the Notes originally issued on
September 18, 1996 is September 18, 2016.
~, ~~ ~ \
Dated: February 17, 1998 j~
Directo of Finance
City of Dublin, Ohio
L.L.P.
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365-2742
February 12, 1998
VIA MESSENGER -- HAND DELIVERY
Anne Clarke
Clerk of Council
City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
Subject: $8,900,000 Transportation System Improvement Notes, Series 1998A
Dear Anne:
Enclosed are the fiscal officer's certificate, note ordinance and county auditors' receipts
for this note issue. Please call me if you have any questions after reviewing these items.
The enclosed fiscal officer's certificate should be reviewed and signed by Marsha Grigsby
and presented to Council prior to its consideration of the note ordinance. I understand Council
will consider the note ordinance for passage as an emergency measure at its February 17
meeting. The note ordinance has been drafted as an emergency measure and should be passed
on a roll call by the affirmative vote of no less than five members of Council. Your typical
public hearing procedures may also require a separate roll-call vote to waive the standard two
reading practice of Council.
The ordinance provides for the issuance of $8,900,000 Transportation System
Improvement Notes, under the voted bond authority approved at the May 8, 1990 election, the
proceeds of which will be used to retire the outstanding $8,900,000 Transportation System
Improvement Notes, Series 1997A maturing on March 17, 1998. The Series 1997A Notes were
issued to finance public transportation improvements to be made under the McKitrick (Cardinal
Health) TIF approved by the City Council in June 1994 and with the TIF agreement executed
on June 30, 1995. The ordinance provides in Section 9 that the notes are payable from
payments in lieu of taxes in connection with that TIF. Based on the City's pledge to the voters
at the time the bond issue was approved, Section 9 also provides the notes (and any related
bonds) will be paid from the City's income tax.
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L.L.P.
Anne Clarke
February 12, 1998
Page 2
The note ordinance provides that the notes will be sold and awarded by the Director of
Finance at an interest rate or rates not to exceed 6 % per year. The ordinance further provides
that the original purchaser of the notes may request an after maturity interest rate not to exceed
10 % per year. The rate or rates of interest on the notes will be established by Marsha in the
certificate of award she executes after receiving competitive proposals pursuant to a written
invitation for proposals to purchase these notes.
The notes will be dated March 17, 1998 and, pursuant to my discussions with Marsha,
will mature on December 17, 1998. The combination of this nine month maturity and the
issuance of these notes in minimum denominations of $100,000 eliminates the need for the
official statement otherwise required by SEC Rule 15c2(12).
Section 10 of the ordinance contains the usual tax covenants. These notes will not be
issued as "qualified tax-exempt obligations."
For the transcript of proceedings, please send me the following:
A. The executed fiscal officer's certificate.
B. A certified copy of the note ordinance as passed by Council.
C. The minutes or an extract of minutes of the meeting of Council showing passage
of the note ordinance on a separate roll call vote as an emergency measure.
D. The enclosed county auditors receipts, completed, signed and dated by the county
auditors noted above.
Please call me if you have any questions.
Very truly yours,
Gregory W. Stype/ss
Enclosures
cc(via messenger):
Marsha Grigsby, Director of Finance (w/enc.)
Tim Hansley, City Manager
Stephen J. Smith, Director of Law (w/ordinance enc.)