Ordinance 064-15RECORD OF ORDINANCES
Blank, Inc.
Form No.30043
64 -15 (Amended)
Ordinance No. _ _ Fasted _ . _ _ , , 20
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
BONDS IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF
$32,000,000 FOR THE PURPOSE OF PAYING THE COSTS OF
PROVIDING FOR THE CONSTRUCTION OF TWO PARKING
STRUCTURES WITHIN THE BRIDGE STREET DISTRICT AND
OTHERWISE IMPROVING THE RELATED SITES, TOGETHER WITH
ALL NECESSARY APPURTENANCES THERETO, ALL IN
FURTHERANCE OF COMMERCE AND TO CREATE 3OBS AND
EMPLOYMENT OPPORTUNITIES, AND DECLARING AN EMERGENCY.
WHEREAS, the City of Dublin, Ohio (the "City] is authorized by virtue of the laws of
the State of Ohio, including, without limitation, Section 13 of Article VIII, Ohio
Constitution and Chapter 165, Ohio Revised Code (collectively, the "Act'j, among other
things, to issue bonds or notes to acquire, construct, furnish, equip or improve a
"project" as defined in Section 165.01, Ohio Revised Code, for the purpose of creating or
preserving jobs and employment opportunities and improving the economic welfare of
the people of the City and of the State of Ohio; and
WHEREAS, the City has heretofore determined to facilitate the construction of two
parking structures within the Bridge Street District and otherwise improving the related
sites, together with all necessary appurtenances thereto, all in furtherance of commerce
and to create jobs and employment opportunities (the "Project') to be proximately
located within the City; and
WHEREAS, the Dublin Community Improvement Corporation, as the City's designated
community improvement corporation, has approved the construction of the Project as a
project in accordance with Chapter 165, Ohio Revised Code, and the plan for the
industrial, commercial, distribution and research development of the City; and
WHEREAS, to expedite and facilitate the economic development of various nearby
parcels, the City has determined to construct the Project and this Council finds and
determines that the City should issue nontax revenue bonds of the City (the "Bonds'l,
for the purpose of paying the costs of providing for the Project;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, :— of the elected members concurring, 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:
"Act" means the laws of the State of Ohio, including, without limitation, Section
13 of Article VIII, Ohio Constitution and Chapter 165, Ohio Revised Code.
"Additional Bonds" means any additional bonds or bond anticipation notes of the
City which may be subsequently issued and payable solely from the Nontax Revenues on
parity with the Bonds.
"Authorized Denominations" means the denomination of $5,000 or any integral
multiple in excess thereof.
"Bond Proceedings" means, collectively, this Ordinance, the Certificate of Award,
the Continuing Disclosure Agreement, the Purchase Agreement, the Registrar
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 6.
RECORD OF ORDINANCES
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Form No. 30043
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"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 5 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 beneficial interests in the Bonds and the principal of and interest
and any premium 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 and payable
only to a Depository or its nominee as registered owner, with the certificates deposited
with and "immobilized" in the custody of the Depository or its designated agent for that
purpose. The book entry maintained by others than the City is the record that identifies
the owners of beneficial interests in the Bonds and that principal and interest.
"Certificate of Award' means the certificate authorized by Section 7, 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.
"City Manager means the City Manager of the City.
"Clerk of Council' means the Clerk of Council of the City.
"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 Continuing Disclosure Agreement
which 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,
as it may be modified from the form on file with the Clerk of Council and executed by
the City Manager and the Director of Finance, all in accordance with Section 10(c).
"Depository' means any securities depository that is a clearing agency registered
pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934,
operating and maintaining, with its Participants or otherwise, a book entry system to
record ownership of beneficial interests in the Bonds or the principal of and interest and
any premium on the Bonds, and to effect transfers of the Bonds, in book entry form,
and includes and means initially The Depository Trust Company (a limited purpose trust
company), New York, New York.
"Director of Finance'' means the Director of Finance of the City.
"Economic Development Bond Retirement Fund' means the Economic
Development Bond Retirement Fund created pursuant to Section 8.
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"Financing Costs" shall have the meaning given in Section 133.01 of the Ohio
Revised Code.
"Interest Payment Dates" means June 1 and December 1 of each year that the
Bonds are outstanding, commencing on the date specified in the Certificate of Award.
"Mandatory Redemption Date" shall have the meaning set forth in Section 4(b).
"Mandatory Sinking Fund Redemption Requirements" shall have the meaning set
forth in Section 4(e)(i).
"Nontax Revenues" means all moneys of the City which are not moneys raised by
taxation, to the extent available for such purposes, including, but not limited to the
following: (a) grants from the United States of America and the State of Ohio;
(b) payments in lieu of taxes now or hereafter authorized by State statute; (c) fines and
forfeitures which are deposited in the City's General Fund; (d) fees deposited in the
City's General Fund from properly imposed licenses and permits; (e) investment
earnings on the City's General Fund and which are credited to the City's General Fund;
(f) investment earnings of other funds of the City that are credited to the City's General
Fund; (g) proceeds from the sale of assets which are deposited in the City's General
Fund; (h) rental income which is deposited in the City's General Fund; (i) gifts and
donations; and (j) proceeds from the sale of any portion of the Project.
"Original Purchaser means the purchaser of the Bonds specified in the
Certificate of Award.
"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.
"Payment Dater' means, as the case maybe, an Interest Payment Date and /or a
Principal Payment Date.
"Principal Payment Dates" means December 1 of any year as determined by the
Director of Finance in the Certificate of Award in such manner as to be in the best
interest of and financially advantageous to the City; provided that in no case shall the
final Principal Payment Date of the Bonds exceed thirty (30) years from the Closing
Date, which determination shall be made by the Director of Finance in the Certificate of
Award.
"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 City Manager and the Director of Finance, all in accordance
with Section 7.
"Registrar Agreement" means the Bond Registrar Agreement between the City
and the Bond Registrar, as it may be modified from the form on file with the Clerk of
Council and executed by the City Manager and the Director of Finance, all in accordance
with Section 5.
"Regulations" means Treasury Regulations issued pursuant to the Code or to the
statutory predecessor of the Code.
"Rule' means Rule 15c2 -12 prescribed by the SEC pursuant to the Securities
Exchange Act of 1934.
"SEC means the Securities and Exchange Commission.
Dayton Legal Blank, Inc.
Ordinance No.
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"Serial Bonds" means those Bonds designated as such and maturing on the dates
set forth in the Certificate of Award, bearing interest payable on each Interest Payment
Date and not subject to mandatory sinking fund redemption.
"Taxable Bonds" means Bonds that are issued and sold as obligations to which
Section 103 of the Code does not apply and the interest on which is includible in gross
income for federal income tax purposes.
"Tax- Exempt Bonds" means Bonds that are issued and sold as obligations to
which Section 103 of the Code applies and the interest on which is excluded from gross
income for federal income tax purposes.
"Term Bonds" means those Bonds designated as such and maturing on the date
or dates set forth in the Certificate of Award, bearing interest payable on each Interest
Payment Date and subject to mandatory sinking fund redemption.
Capitalized terms not otherwise defined in this Ordinance have the meanings
assigned to them in the Act. 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, paragraphs, subparagraphs or clauses hereof. Reference to a
Section means a section of this Ordinance unless otherwise indicated.
Section 2. Findings. This Council hereby finds and determines that the Project is
a "project" as described in the Act and is consistent with the purposes of Section 13 of
Article VIII, Ohio Constitution; that the utilization of the Project is in furtherance of the
purposes of the Act and will benefit the people of the City and of the State by creating
or preserving jobs and employment opportunities and improving the economic welfare
of the people of the City and of the State; and that the amount necessary to finance the
Project will require the issuance, sale and delivery of the Bonds, which Bonds shall be
payable and secured as provided herein.
Section 3. Authorized Principal Amount and Purpose; Application of Proceeds.
This Council determines that it is necessary and in the best interest of the City to issue
bonds of this City in the maximum aggregate principal amount of $32,000,000 (the
"Bonds' for the purpose of paying the costs of providing for the construction of two
parking structures within the Bridge Street District and otherwise improving the related
sites, together with all necessary appurtenances thereto, all in furtherance of commerce
and to create jobs and employment opportunities (the Project'j. The Bonds shall be
issued pursuant to the Act, the Charter of the City, this Ordinance and the Certificate of
Award.
To the extent the Director of Finance determines that it would be in the best
interest of and financially advantageous to the City and to facilitate the sale of the
Bonds, the Bonds may be issued in two separate series, with one series representing
Tax - Exempt Bonds and another series representing Taxable Bonds. For purposes of
Chapter 165 of the Ohio Revised Code, this Ordinance is hereby designated as the
authorizing legislation for both series of the Bonds.
The aggregate principal amount of Bonds to be issued shall not exceed the
maximum aggregate principal amount specified in this Section and shall be an amount
determined by the Director of Finance in the Certificate of Award to be the aggregate
principal amount of Bonds that is required to be issued at this time for the purpose
stated in this Section, taking into account the costs of constructing the Project, the
estimates of the Financing Costs and the interest rates on the Bonds.
The proceeds from the sale of the Bonds received by the City (or withheld by the
Original Purchaser on behalf of the City) shall be paid into the proper fund or funds, and
those proceeds are hereby appropriated and shall be used for the purpose for which the
Bonds are being issued, including without limitation but only to the extent not paid by
RECORD OF ORDINANCES
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others, the payment of the costs of issuing and servicing the Bonds, printing and
delivery of the Bonds, legal services including obtaining the approving legal opinion of
bond counsel, fees and expenses of any municipal advisor, paying agent and rating
agency, any fees or premiums relating to municipal bond insurance or other security
arrangements determined necessary by the Director of Finance, and all other Financing
Costs and costs incurred incidental to those purposes. The Certificate of Award and the
Purchase Agreement may authorize the Original Purchaser to withhold certain proceeds
from the purchase price of the Bonds to provide for the payment of Financing Costs
related to the Bonds on behalf of the City. Any portion of those proceeds received by
the City representing premium (after payment of any Financing Costs identified in the
Certificate of Award and the Purchase Agreement) or accrued interest shall be paid into
the Economic Development Bond Retirement Fund.
Section 4. Denominations; Dating; Principal and Interest Payment and
Redemption Provisions. The Bonds shall be issued in one lot for each series and only as
fully registered bonds, in 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 Award, provided that their dated date shall not
be more than sixty (60) days prior to the Closing Date.
(a) Interest Rates and Payment Dates. The Bonds shall bear interest at the
rate or rates per year (computed on the basis of a 360 -day year consisting of twelve 30-
day months) as shall be determined by the Director of Finance, subject to subsection (c) i
of this Section, in the Certificate of Award. 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 or be payable
pursuant to Mandatory Sinking Fund Redemption Requirements on the Principal
Payment Dates in principal amounts as shall be determined by the Director of Finance,
subject to subsection (c) of this Section, in the Certificate of Award, which determination
shall be in the best interest of and financially advantageous to the City.
Consistent with the foregoing and in accordance with the determination of the
best interest of and financial advantages to the City, the Director of Finance shall specify
in the Certificate of Award (i) the aggregate principal amount of Bonds to be issued as
Serial Bonds, the Principal Payment Date or Dates on which those Bonds shall be stated
to mature and the principal amount thereof that shall be stated to mature on each such
Principal Payment Date and (ii) the aggregate principal amount of Bonds to be issued as
Term Bonds, the Principal Payment Date or Dates on which those Bonds shall be stated
to mature, the principal amount thereof that shall be stated to mature on each such
Principal Payment Date, the Principal Payment Date or Dates on which Term Bonds shall
be subject to mandatory sinking fund redemption (each a "Mandatory Redemption
Dated and the principal amount thereof that shall be payable pursuant to Mandatory
Sinking Fund Redemption Requirements on each Mandatory Redemption Date.
(c) Conditions for Establishment of Interest Rates and Principal Payment
_ Dates and Amounts. The true interest cost for the Bonds determined by taking into
account the respective principal amounts of the Bonds and terms to maturity or
Mandatory Sinking Fund Redemption Requirements of those principal amounts of Bonds
shall not exceed 7.00 %.
4 (d) 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
designated corporate trust office of the Bond Registrar. Interest on a Bond shall be paid
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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.
(e) 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
sinking fund 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 being referred to as the "Mandatory Sinking Fund Redemption
Requiremen&J.
The aggregate of the moneys to be deposited with the Bond Registrar for
payment of principal of and interest on any Term Bonds on each Mandatory
Redemption Date shall include an amount sufficient to redeem on that Date the
principal amount of Term Bonds payable on that Date pursuant to the 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 and bearing interest at the same
rate and being of the same series 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 and bearing interest at the same rate and being of the same series as the
Term Bonds so delivered. 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 and bearing interest at the same rate and being of the same series as the
Term Bonds so delivered, 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
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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 and bearing interest at the same
rate and being of the same series as the Term Bonds so delivered, redeemed or
purchased and canceled.
(ii) Optional Redemption. The Bonds of the maturities, series and
interest rates specified in the Certificate of Award (if any are so specified) 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 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 redemption price for any
optional redemption date shall not be greater than 103 %. 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
the City by passage of an ordinance or adoption of a resolution. That notice
shall specify the redemption date and the principal amount of each maturity (and
series and /or interest rate within a maturity if applicable) 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) Extraordinary Optional Redemption. The Bonds of the maturities,
series and interest rates specified in the Certificate of Award (if any are so
specified) shall be subject to extraordinary 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 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
any such Bonds shall only be subject to extraordinary optional redemption, and
only to the extent that proceeds of the Bonds remain unspent, after
determination by City Council that no additional Bond proceeds will be expended
on the Project. 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 the City by passage of an ordinance or
adoption of a resolution. That notice shall specify the redemption date and the
principal amount of each maturity (and series and /or interest rate within a
maturity if applicable) 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.
(iv) Partial Redemption. If fewer than all of the outstanding Bonds
are called for optional or extraordinary optional redemption at one time and
Bonds of more than one maturity (or series and /or interest rate within a maturity
if applicable) are then outstanding, the Bonds that are called shall be Bonds of
the maturity or maturities, and series and /or interest rate or rates selected by
the City. If optional or extraordinary 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 (and series and /or interest rate within a maturity if applicable) to be
redeemed on the same date by operation of the Mandatory Sinking Fund
Redemption Requirements. If fewer than all of the Bonds of a single maturity
(or series and /or interest rate within a maturity if applicable) are to be
redeemed, the selection of Bonds of that maturity (or series and /or interest rate
within a maturity if applicable) to be redeemed, or portions thereof in amounts of
$5,000 or any integral multiple thereof, shall be made by the Bond Registrar by
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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 (A) 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 (B)
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, being of the same series and maturing on the same date as,
the Bond surrendered.
(v) 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 15th 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.
(vi) 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 the provisions of Sections 4(d) and 6,
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 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, provided that any
interest earned on the moneys so held by the Bond Registrar shall be for the
account of and paid to the City to the extent not required for the payment of the
Bonds called for redemption.
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(f) Related Series Designations. The respective principal amounts of the
Bonds to be issued as Tax - Exempt Bonds and Taxable Bonds shall be determined by the
Director of Finance in the Certificate of Award, having due regard to the best interest of f
and financial advantages to the City. To the extent the Director of Finance determines
that it would be in the best interest of and financially advantageous to the City and to
facilitate the sale of the Bonds, a separate series designation may assigned to the
respective principal amounts of the Bonds to be issued as Tax - Exempt Bonds and
Taxable Bonds in the Certificate of Award; provided that the Director of Finance may
provide for the sales of such Bonds with separate series designation through the
execution of separate Bond Purchase Agreements evidencing such sales and the
provisions of Sections 5 and 6 shall apply to each such sale, and references to "Bond
Purchase Agreement', "Bond Register", "Bond Registrar", "Bond Registrar Agreement",
"Certificate of Award', "Closing Date'', "Continuing Disclosure Agreement', and "Original
Purchase" shall include the Bond Purchase Agreement, Bond Register, Bond Registrar,
Bond Registrar Agreement, Certificate of Award, Closing Date, Continuing Disclosure
Agreement and Original Purchaser for the Bonds sold separately pursuant to this
subsection (f).
Section 5. Execution and Authentication of Bonds; Appointment of Bond
Registrar. 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 the Act, the Charter of the City, this Ordinance and the Certificate of Award.
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 City Manager and 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 City Manager and 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 Certificate of Award and 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 6. Registration: Transfer and Exchange; Book Entry System.
(a) Bond Register. 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 designated
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Ordinance No.
64 -15 (Amended) — Page 10 of 16
Passed 0
corporate trust office. Subject to the provisions of Sections 4(d) and 10(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 Exchange. Any Bond may be exchanged for Bonds of any
Authorized Denomination upon presentation and surrender at the designated 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 designated 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 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, if applicable, each
series and interest rate within a 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 for that purpose, which may be the Bond Registrar; (ii) the
beneficial owners of Bonds 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.
RECORD OF ORDINANCES
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Ordinance No. Passed 20
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 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 the Director of Finance determines to be necessary in connection with a book
entry system for the Bonds.
Section 7. Sale of the Bonds to the Original Purchaser. The Director of Finance
is authorized to sell the Bonds 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
(if any) 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, and the
provisions of this Ordinance and the Purchase Agreement.
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 and 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 City Manager and 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.
The Mayor, the City Manager, the Director of Finance, the Director of Law, 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 actions of the Mayor, the City
Manager, the Director of Finance, the Director of Law, the Clerk of Council or other City
officials, as appropriate, in doing any and all acts necessary in connection with the
issuance and sale of the Bonds are hereby ratified and confirmed.
Section 8. Security for and Covenants Relating to Bonds.
(a) The Bonds and any Additional Bonds that may be issued hereafter on a
parity therewith, are special obligations of the City, and the principal and interest on the
Bonds are payable solely from, and such payment is secured by a pledge of and lien on,
those Nontax Revenues established by and as provided in this Ordinance which are on
deposit in the Economic Development Bond Retirement Fund, as described below.
RECORD OF ORDINANCES
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Ordinance No.
64 -15 (Amended)
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There is hereby created by the City a separate fund named the Economic
Development Bond Retirement Fund (the "Economic Development Bond Retirement
Fundy into which Nontax Revenues shall be deposited in accordance with the following
provisions.
The City hereby covenants and agrees that on or before each Payment Date it
shall deposit in the Economic Development Bond Retirement Fund from Nontax
Revenues selected by the City an amount equal to the amount of principal and interest
due on the Bonds on that Payment Date, less, in the discretion of the City, any interest
earnings or other moneys accumulated in the Economic Development Bond Retirement
Fund which have not theretofore been used as a credit against a prior payment
obligation. Moneys in the Economic Development Bond Retirement Fund shall be used
solely and exclusively to pay principal and interest on the Bonds and any hereafter
designated Additional Bonds when due.
The City hereby covenants and agrees that so long as Bonds are outstanding, it
will appropriate and maintain sufficient Nontax Revenues each year to make each
payment due under this Section and to pay principal and interest when due; provided,
however, the payments due hereunder and under the Bonds are payable solely from
Nontax Revenues, which Nontax Revenues are hereby selected by the City pursuant to
Section 165.12, Ohio Revised Code, as moneys that are not raised by taxation. The
Bonds are not secured by an obligation or pledge of any moneys raised by taxation.
The Bonds do not and shall not represent or constitute a debt or pledge of the faith or
credit or taxing power of the City, and the owners of the Bonds have no right to have
taxes levied by the City for the payment of principal and interest on the Bonds.
Nothing herein shall be construed as requiring the City to use or apply to the
payment of principal and interest on the Bonds any funds or revenues from any source
other than Nontax Revenues. Nothing herein, however, shall be deemed to prohibit the
City, of its own volition, from using, to the extent that it is authorized by law to do so,
any other resources for the fulfillment of any of the terms, conditions or obligations of
this Ordinance or of the Bonds.
(b) The City will at all times faithfully observe and perform all agreements,
covenants, undertakings, stipulations and provisions to be performed on its part under
this Ordinance and the Bonds and under all proceedings of this Council pertaining
thereto. The City represents that (i) it is, and upon delivery of the Bonds covenants that
it will be, duly authorized by the Constitution and laws of the State including particularly
and without limitation the Act, to issue the Bonds and to provide the security for
payment of the debt service charges in the manner and to the extent set forth herein
and in the Bonds; (ii) all actions on its part for the issuance of the Bonds have been or
will be taken duly and effectively; and (iii) the Bonds will be valid and enforceable
special obligations of the City according to their terms. Each obligation of the City
required to be undertaken pursuant to this Ordinance and the Bonds is binding upon the
City, and upon each officer or employee of the City as may from time to time have the
authority under law to take any action on behalf of the City as may be necessary to
perform all or any part of such obligation, as a duty of the City and of each of those
officers and employee resulting from an office, trust or station within the meaning of
Section 2731.01, Ohio Revised Code, providing for enforcement by writ of mandamus.
(c) All books and documents in the City's possession relating to the Nontax
Revenues shall be open at all times during the City's regular business hours to
inspection by such accountants or other agents of the owners of the Bonds as the
owners may from time to time designate.
(d) The Clerk of Council, or another appropriate officer of the City, shall
furnish to the Original Purchaser a true transcript of proceedings, certified by that
officer, of all proceedings had with reference to the issuance of the Bonds along with
r
Inc.
Ordinance No.
RECORD OF ORDINANCES
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Form No. 30043
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such information from the records as is necessary to determine the regularity and
validity of the issuance of the Bonds.
Section 9. Federal Tax Considerations. The City covenants that it will use, and
will restrict the use and investment of, the proceeds of the Tax - Exempt Bonds in such
manner and to such extent as may be necessary so that (a) the Tax - Exempt Bonds will
not (i) constitute private activity Tax - Exempt Bonds or arbitrage Tax - Exempt Bonds
under Sections 141 or 148 of the Code or (ii) be treated other than as Tax - Exempt
Bonds the interest on which is excluded from gross income under Section 103 of the
Code, and (b) the interest on the Tax - Exempt Bonds 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 Tax - Exempt Bonds 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 Tax - Exempt Bonds to the governmental purpose of the borrowing, (ii) restrict the
yield on investment property, (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 or any other officer of the City having responsibility for
issuance of the Tax - Exempt 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 Tax - Exempt Bonds 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 available under Section 148 of the Code, for the purpose of
assuring, enhancing or protecting favorable tax treatment or status of the Tax - Exempt
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 with respect to the Tax - Exempt Bonds, 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 with respect to the Tax - Exempt
Bonds, 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
Tax - Exempt Bonds, and (c) to give one or more appropriate certificates of the City, for
inclusion in the transcript of proceedings for the Tax - Exempt Bonds, setting forth the
reasonable expectations of the City regarding the amount and use of all the proceeds of
the Tax - Exempt 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 Tax - Exempt Bonds. The Director of Finance or any other officer of
the City having responsibility for issuance of the Tax - Exempt Bonds is specifically
authorized to designate the Tax - Exempt Bonds as "qualified tax- exempt obligations" if
such designation is applicable and desirable, and to make any related necessary
representations and covenants.
Section 10. Official Statement, Rating Bond Insurance Continuing Disclosure
and Financing_ Costs.
(a) Primary Offering Disclosure — Official Statement. The City Manager and
the Director of Finance are each authorized and directed, on behalf of the City and in
their official capacities, to (i) prepare or cause to be prepared official statements relating
to the original issuance of the Bonds in substantially the form as is now on file with the
Clerk of Council, and make or authorize modifications, completions or changes of or
Dayton Legal Blank, Inc.
Ordinance No.
RECORD OF ORDINANCES
Form No. 30043
64 -15 (Amended) Page 14 of 16
Passed _ _ _ . 20
supplements to, those official statements as they deem necessary or appropriate to
facilitate the sale of the Bonds, (ii) determine, and to certify or otherwise represent,
when the official statement is to be "deemed final" (except for permitted omissions) by
the City as of its date or is a final official statement for purposes of paragraph (b) of the
Rule, (iii) use and distribute, or authorize the use and distribution of those official
statements and any supplements thereto in connection with the original issuance of the
Bonds, and (iv) complete and sign those official statements and any supplements
thereto as so approved, together with such certificates, statements or other documents
in connection with the finality, accuracy and completeness of those official statements
and any supplements, as they may deem 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
otherwise paid 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. The Director of Finance
is hereby authorized, to the extent necessary or required, to enter into any agreements,
in the name of and on behalf of the City, that the Director of Finance determines to be
necessary in connection with the obtaining of that bond insurance.
(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 to provide
or cause to be provided such financial information and operating data, audited financial
statements and notices of the occurrence of certain events, in such manner as may be
required for purposes of the Rule. The City Manager and the Director of Finance are
each authorized and directed to complete, sign and deliver the Continuing Disclosure
Agreement, in the name and on behalf of the City, in substantially the form as is now on
file with the Clerk of Council. The Continuing Disclosure 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 City Manager and
the Director of Finance on behalf of the City, all of which shall be conclusively evidenced
by the signing of the Continuing Disclosure Agreement or amendments thereto.
The Director of Finance is further authorized and directed to establish procedures
in order to ensure compliance by the City with its Continuing Disclosure Agreement,
including timely provision of information and notices as described above. Prior to
making any filing required under the Rule, the Director of Finance shall consult with and
obtain legal advice from, as appropriate, the Director of Law and bond or other qualified
independent special counsel selected by the City. The Director of Finance, acting in the
name and on behalf of the City, shall be entitled to rely upon any such legal advice in
determining whether a filing should be made. The performance by the City of its
Continuing Disclosure Agreement shall be subject to the annual appropriation of any
funds that may be necessary to perform it.
(d) Financing Costs. The expenditure of the amounts necessary to pay any
Financing Costs in connection with the Bonds, to the extent not paid by the Original
Purchaser in accordance with the Certificate of Award and the Purchase Agreement, is
authorized and approved, and the Director of Finance is authorized to provide for the
payment of any such amounts and costs from the proceeds of the Bonds to the extent
available and otherwise from any other funds lawfully available that are appropriated or
shall be appropriated for that purpose.
RECORD OF ORDINANCES
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Section 11. Additional Bonds. The City shall have the right from time to time to
issue Additional Bonds on a parity with the Bonds, which Additional Bonds shall be
payable solely from the Nontax Revenues, and such payment shall be secured by a
pledge of and a lien on the Nontax Revenues as provided by the Act and by an
ordinance passed by this Council authorizing the issuance of those Additional Bonds.
Before any Additional Bonds are issued, the City shall be required to furnish a
certificate of the Director of Finance showing that the aggregate amount of Nontax
Revenues received during the fiscal year immediately preceding the issuance of those
Additional Bonds is at least equal to 200% of the largest amount required to be paid in
any succeeding calendar year to meet interest and principal maturities of the Bonds and
any Additional Bonds to be outstanding immediately after the issuance of such
Additional Bonds, or in the case of the issuance of notes issued in anticipation of
Additional Bonds, the largest amount required to be paid in any succeeding calendar
year to meet the estimated interest and principal maturities of those Additional Bonds
anticipated.
The proceeds of any sale of Additional Bonds shall be allocated in the manner
provided in the ordinance authorizing their issuance. Junior lien or other subordinate
bonds and other subordinate City obligations payable from the Nontax Revenues may be
issued or incurred without limitation.
The Additional Bonds shall bear such designation as may be necessary to
distinguish them from the Bonds or other Additional Bonds having different provisions
and shall have maturities, interest rates, interest payment dates, redemption provisions,
denominations and other provisions as provided in the ordinances hereafter adopted
providing for the issuance of the Additional Bonds; provided, however, that those terms
and provisions shall not be inconsistent with this Ordinance to the extent it governs the
issuance and terms of Additional Bonds.
Section 12. Bond Counsel. The legal services of the law firm of Squire Patton
Boggs (US) LLP are hereby retained. Those legal services shall be in the nature of legal
advice and recommendations as to the documents and the proceedings in connection
with the authorization, sale and issuance of the Bonds and rendering at delivery related
legal opinions. In providing those legal services, as an independent contractor and in an
attorney - client relationship, that firm shall not exercise any administrative discretion on
behalf of this City in the formulation of public policy, expenditure of public funds,
enforcement of laws, rules and regulations of the State, any county or municipal
corporation or of this City, or the execution of public trusts. For those legal services that
firm shall be paid just and reasonable compensation and shall be reimbursed for actual
out -of- pocket expenses incurred in providing those legal services. The Director of
Finance is authorized and directed to make appropriate certification as to the availability
of funds for those fees and any reimbursement and to issue an appropriate order for
their timely payment as written statements are submitted by that firm.
Section 13. Municipal Advisor. The services of PRISM Municipal Advisors, LLC,
or any successor thereto, as municipal advisor, are hereby retained. The municipal
advisory services shall be in the nature of financial advice and recommendations in
connection with the issuance and sale of the Bonds. In rendering those municipal
advisory services, as an independent contractor, that firm shall not exercise any
administrative discretion on behalf of the City in the formulation of public policy,
expenditure of public funds, enforcement of laws, rules and regulations of the State, the
City or any other political subdivision, or the execution of public trusts. That firm shall
be paid just and reasonable compensation for those municipal advisory services and
shall be reimbursed for the actual out -of pocket expenses it incurs in rendering those
municipal advisory services. The Director of Finance is authorized and directed to make
appropriate certification as to the availability of funds for those fees and any
reimbursement and to issue an appropriate order for their timely payment as written
statements are submitted by that firm.
RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
64 -15 (Amended) Page 16 of 16
Ordinance No. Passed 20
Section 14. Notification of Bond Issuance. The Director of Finance is authorized
and directed to provide the notification required by Section 165.03(D) of the Ohio
Revised Code to the Director of the Ohio Development Services Agency. j
Section 15. Satisfaction of Conditions for Bond Issuance. 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 Bonds in order to make them
legal, valid and binding special 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 no statutory or constitutional
limitation of indebtedness or taxation will have been exceeded in the issuance of the
Bonds; and that the Bonds are being authorized and issued pursuant to the Act, the
Charter of the City, this Ordinance, the Certificate of Award and other authorizing
provisions of law.
Section 16. Compliance with Open Meeting Requirements. This Council finds
and determines that all formal actions of this Council and any of its committees
concerning and relating to the passage of this Ordinance were taken in an open meeting
of this Council or any of its committees 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, all in compliance with the law, including Section 121.22 of the Ohio Revised
Code.
Section 17. 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 facilitate the construction of the Project, all in order to create jobs and
employment opportunities and improve the economic welfare of the people of the City
and the State of Ohio; wherefore, this Ordinance shall be in full force and effect
immediately upon its passage.
i ned:
J
ayor - Presiding bfficer
Attest:
Clerk of Council
Passed; 2015
Effective: ® 2015
city of Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: September 3, 2015
Initiated By: Angel L. Mumma, Director of Finance
Memo
Re: Ordinance No. 64- 15(Amended) — Providing for the Issuance and Sale of Bonds
Background
On Monday, August 24, Council had the first reading of five bond ordinances (Ordinance Nos. 60-
15 through 64 -15). Since the first reading, staff and bond counsel, with input from the City's
underwriting firm, have determined that it is in the best interest of the City to modify the language
within Ordinance No. 64 -15, which provides funding of up to $32 million for the purpose of paying
the costs of providing for the construction of two parking structures within the Bridge Street
District.
The language has been modified to provide for the extraordinary optional redemption of the
bonds. Normally, the City has the ability to redeem outstanding bonds as provided for in the
Certificate of Award at a determined date and at a determined price. Any redemption outside
those parameters is prohibited.
The extraordinary optional redemption allows for the redemption of outstanding bonds if it has
been determined (through City Council action) that no additional bond proceeds will be expended
on the Project, and only to the extent of those remaining unspent bond proceeds. This has been
put into place in order to protect the City in the event that one or both of the parking structures to
be financed by the City do not end up being constructed.
The City has no information that would lead staff to believe that the two parking structures will not
be constructed in accordance with the Development Agreement with Crawford Hoying. However,
since the garages are phased in as part of each block's development, staff and bond counsel
believe it is appropriate to include this language so that the City is not in a position where it has
issued debt for a parking structure that ultimately is not constructed. If that were the case, given
this language, the City would be able to redeem those bonds.
The underwriting team from Key Bank has discussed this change with potential investors, and it is
not anticipated to negatively impact the interest rates.
Recommendation
Staff is requesting approval of Ordinance Nos. 60 -15 through 64- 15(Amended) by emergency
action at the second reading /public hearing on September 8, 2015.
REDLINED VERSION
64-15 (Amended)
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
BONDS IN THE MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF
$32,000,000 FOR THE PURPOSE OF PAYING THE COSTS OF
PROVIDING FOR THE CONSTRUCTION OF TWO PARKING
STRUCTURES WITHIN THE BRIDGE STREET DISTRICT AND
OTHERWISE IMPROVING THE RELATED SITES, TOGETHER WITH
ALL NECESSARY APPURTENANCES THERETO, ALL IN
FURTHERANCE OF COMMERCE AND TO CREATE JOBS AND
EMPLOYMENT OPPORTUNITIES, AND DECLARING AN EMERGENCY.
WHEREAS, the City of Dublin, Ohio (the "CA)IJ is authorized by virtue of the laws of
the State of Ohio, including, without limitation, Section 13 of Article VIII, Ohio
Constitution and Chapter 165, Ohio Revised Code (collectively, the "Acfj, among other
things, to issue bonds or notes to acquire, construct, furnish, equip or improve a
"project" as defined in Section 165.01, Ohio Revised Code, for the purpose of creating
or preserving jobs and employment opportunities and improving the economic welfare
of the people of the City and of the State of Ohio; and
WHEREAS, the City has heretofore determined to facilitate the construction of two
parking structures within the Bridge Street District and otherwise improving the related
sites, together with all necessary appurtenances thereto, all in furtherance of
commerce and to create jobs and employment opportunities (the "Pmjectl to be
proximately located within the City; and
WHEREAS, the Dublin Community Improvement Corporation, as the City's designated
community improvement corporation, has approved the construction of the Project as
a project in accordance with Chapter 165, Ohio Revised Code, and the plan for the
industrial, commercial, distribution and research development of the City; and
WHEREAS, to expedite and facilitate the economic development of various nearby
parcels, the City has determined to construct the Project and this Council finds and
determines that the City should issue nontax revenue bonds of the City (the " Bonds'j,
for the purpose of paying the costs of providing for the Project;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, of the elected members concurring, 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:
"Act" means the laws of the State of Ohio, including, without limitation, Section
13 of Article VIII, Ohio Constitution and Chapter 165, Ohio Revised Code.
"Additional Bonds" means any additional bonds or bond anticipation notes of
the City which may be subsequently issued and payable solely from the Nontax
Revenues on parity with the Bonds.
"Authorized Denominations" means the denomination of $5,000 or any integral
multiple in excess thereof.
"Bond Proceedings" means, collectively, this Ordinance, the Certificate of
Award, the Continuing Disclosure Agreement, the Purchase Agreement, the Registrar
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.
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6415 (Amended) Page 2 of 17
"Bond Register means all books and records necessary for the registration,
exchange and transfer of Bonds as provided in Section 6.
"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 5 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 beneficial interests in the Bonds and the principal of and interest
and any premium 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 and
payable only to a Depository or its nominee as registered owner, with the certificates
deposited with and "immobilized" in the custody of the Depository or its designated
agent for that purpose. The book entry maintained by others than the City is the
record that identifies the owners of beneficial interests in the Bonds and that principal
and interest.
"Certificate of Award' means the certificate authorized by Section 7, 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.
"City Manager means the City Manager of the City.
"Clerk of Council' means the Clerk of Council of the City.
"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 Continuing Disclosure
Agreement which 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, as it may be modified from the form on file with the Clerk of Council and
executed by the City Manager and the Director of Finance, all in accordance with
Section 10(c).
"Depositor7/' means any securities depository that is a clearing agency
registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934, operating and maintaining, with its Participants or otherwise, a book entry
system to record ownership of beneficial interests in the Bonds or the principal of and
interest and any premium on the Bonds, and to effect transfers of the Bonds, in book
entry form, and includes and means initially The Depository Trust Company (a limited
purpose trust company), New York, New York.
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64-15 (Amended) Page 3 of 17
"Director ofFinancer' means the Director of Finance of the City.
"Economic Development Bond Retirement Fund' means the Economic
Development Bond Retirement Fund created pursuant to Section 8.
"Financing Costs" shall have the meaning given in Section 133.01 of the Ohio
Revised Code.
"Interest Payment Dates" means June 1 and December 1 of each year that the
Bonds are outstanding, commencing on the date specified in the Certificate of Award.
"Mandatory Redemption Date'' shall have the meaning set forth in Section 4(b).
"Mandatory Sinking Fund Redemption Requirements" shall have the meaning
set forth in Section 4(e)(i).
"Nontax Revenues" means all moneys of the City which are not moneys raised
by taxation, to the extent available for such purposes, including, but not limited to the
following: (a) grants from the United States of America and the State of Ohio;
(b) payments in lieu of taxes now or hereafter authorized by State statute; (c) fines
and forfeitures which are deposited in the City's General Fund; (d) fees deposited in
the City's General Fund from properly imposed licenses and permits; (e) investment
earnings on the City's General Fund and which are credited to the City's General Fund;
(f) investment earnings of other funds of the City that are credited to the City's
General Fund; (g) proceeds from the sale of assets which are deposited in the City's
General Fund; (h) rental income which is deposited in the City's General Fund; (i) gifts
and donations; and 0) proceeds from the sale of any portion of the Project.
"Original Purchase ' means the purchaser of the Bonds specified in the
Certificate of Award.
"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.
"Payment Dater" means, as the case may be, an Interest Payment Date and /or
a Principal Payment Date.
"Principal Payment Dates" means December 1 of any year as determined by
the Director of Finance in the Certificate of Award in such manner as to be in the best
interest of and financially advantageous to the City; provided that in no case shall the
final Principal Payment Date of the Bonds exceed thirty (30) years from the Closing
Date, which determination shall be made by the Director of Finance in the Certificate
of Award.
"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 City Manager and the Director of Finance, all in
accordance with Section 7.
"Registrar Agreement" means the Bond Registrar Agreement between the City
and the Bond Registrar, as it may be modified from the form on file with the Clerk of
Council and executed by the City Manager and the Director of Finance, all in
accordance with Section 5.
"Regulations" means Treasury Regulations issued pursuant to the Code or to
the statutory predecessor of the Code.
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6415 (Amended) Page 4 of 17
"Ru /d' 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 Award, bearing interest payable on each Interest
Payment Date and not subject to mandatory sinking fund redemption.
"Taxable Bondd' means Bonds that are issued and sold as obligations to which
Section 103 of the Code does not apply and the interest on which is includible in gross
income for federal income tax purposes.
"Tax- Exempt Bonds" means Bonds that are issued and sold as obligations to
which Section 103 of the Code applies and the interest on which is excluded from
gross income for federal income tax purposes.
"Term Bonds" means those Bonds designated as such and maturing on the
date or dates set forth in the Certificate of Award, bearing interest payable on each
Interest Payment Date and subject to mandatory sinking fund redemption.
Capitalized terms not otherwise defined in this Ordinance have the meanings
assigned to them in the Act. 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, paragraphs, subparagraphs or clauses hereof. Reference
to a Section means a section of this Ordinance unless otherwise indicated.
Section 2. Findinas. This Council hereby finds and determines that the Project
is a "project" as described in the Act and is consistent with the purposes of Section 13
of Article VIII, Ohio Constitution; that the utilization of the Project is in furtherance of
the purposes of the Act and will benefit the people of the City and of the State by
creating or preserving jobs and employment opportunities and improving the economic
welfare of the people of the City and of the State; and that the amount necessary to
finance the Project will require the issuance, sale and delivery of the Bonds, which
Bonds shall be payable and secured as provided herein.
Section 3. Authorized Principal Amount and Purpose; Application of Proceeds.
This Council determines that it is necessary and in the best interest of the City to issue
bonds of this City in the maximum aggregate principal amount of $32,000,000 (the
"Bonds' for the purpose of paying the costs of providing for the construction of two
parking structures within the Bridge Street District and otherwise improving the related
sites, together with all necessary appurtenances thereto, all in furtherance of
commerce and to create jobs and employment opportunities (the "PmjecYJ. The
Bonds shall be issued pursuant to the Act, the Charter of the City, this Ordinance and
the Certificate of Award.
To the extent the Director of Finance determines that it would be in the best
interest of and financially advantageous to the City and to facilitate the sale of the
Bonds, the Bonds may be issued in two separate series, with one series representing
Tax - Exempt Bonds and another series representing Taxable Bonds. For purposes of
Chapter 165 of the Ohio Revised Code, this Ordinance is hereby designated as the
authorizing legislation for both series of the Bonds.
The aggregate principal amount of Bonds to be issued shall not exceed the
maximum aggregate principal amount specified in this Section and shall be an amount
determined by the Director of Finance in the Certificate of Award to be the aggregate
principal amount of Bonds that is required to be issued at this time for the purpose
REDLINED VERSION
6415 (Amended) Page 5 of 17
stated in this Section, taking into account the costs of constructing the Project, the
estimates of the Financing Costs and the interest rates on the Bonds.
The proceeds from the sale of the Bonds received by the City (or withheld by
the Original Purchaser on behalf of the City) shall be paid into the proper fund or
funds, and those proceeds are hereby appropriated and shall be used for the purpose
for which the Bonds are being issued, including without limitation but only to the
extent not paid by others, the payment of the costs of issuing and servicing the Bonds,
printing and delivery of the Bonds, legal services including obtaining the approving
legal opinion of bond counsel, fees and expenses of any municipal advisor, paying
agent and rating agency, any fees or premiums relating to municipal bond insurance or
other security arrangements determined necessary by the Director of Finance, and all
other Financing Costs and costs incurred incidental to those purposes. The Certificate
of Award and the Purchase Agreement may authorize the Original Purchaser to
withhold certain proceeds from the purchase price of the Bonds to provide for the
payment of Financing Costs related to the Bonds on behalf of the City. Any portion of
those proceeds received by the City representing premium (after payment of any
Financing Costs identified in the Certificate of Award and the Purchase Agreement) or
accrued interest shall be paid into the Economic Development Bond Retirement Fund.
Section 4. Denominations: Dating; Principal and Interest Payment and
Redemption Provisions. The Bonds shall be issued in one lot for each series and only
as fully registered bonds, in 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 Award, provided that their dated
date shall not be more than sixty (60) days prior to the Closing Date.
(a) Interest Rates and Payment Dates. The Bonds shall bear interest at the
rate or rates per year (computed on the basis of a 360 -day year consisting of twelve
30 -day months) as shall be determined by the Director of Finance, subject to
subsection (c) of this Section, in the Certificate of Award. 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 or be payable
pursuant to Mandatory Sinking Fund Redemption Requirements on the Principal
Payment Dates in principal amounts as shall be determined by the Director of Finance,
subject to subsection (c) of this Section, in the Certificate of Award, which
determination shall be in the best interest of and financially advantageous to the City.
Consistent with the foregoing and in accordance with the determination of the
best interest of and financial advantages to the City, the Director of Finance shall
specify in the Certificate of Award (i) the aggregate principal amount of Bonds to be
issued as Serial Bonds, the Principal Payment Date or Dates on which those Bonds
shall be stated to mature and the principal amount thereof that shall be stated to
mature on each such Principal Payment Date and (ii) the aggregate principal amount
of Bonds to be issued as Term Bonds, the Principal Payment Date or Dates on which
those Bonds shall be stated to mature, the principal amount thereof that shall be
stated to mature on each such Principal Payment Date, the Principal Payment Date or
Dates on which Term Bonds shall be subject to mandatory sinking fund redemption
(each a "Mandatory Redemption Date(I and the principal amount thereof that shall be
payable pursuant to Mandatory Sinking Fund Redemption Requirements on each
Mandatory Redemption Date.
(c) Conditions for Establishment of Interest Rates and Principal Payment
Dates and Amounts. The true interest cost for the Bonds determined by taking into
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6415 (Amended) Page 6 of 17
account the respective principal amounts of the Bonds and terms to maturity or
Mandatory Sinking Fund Redemption Requirements of those principal amounts of
Bonds shall not exceed 7.00 %.
(d) 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
designated 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 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.
(e) Redemption Provisions. The Bonds shall be subject to redemption prior
to stated maturity as follows:
(1) Mandatory Sinking Fund Redemption of Term Bonds. If any of
the Bonds are issued as Tenn Bonds, the Term Bonds shall be subject to
mandatory redemption in part by lot and be redeemed pursuant to mandatory
sinking fund 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 being referred to as the "Mandatory Sinking Fund
Redemption Requirement).
The aggregate of the moneys to be deposited with the Bond Registrar
for payment of principal of and interest on any Term Bonds on each Mandatory
Redemption Date shall include an amount sufficient to redeem on that Date the
principal amount of Term Bonds payable on that Date pursuant to the
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 and bearing interest at
the same rate and being of the same series 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 and bearing interest at the same rate and being of the
same series as the Term Bonds so delivered. 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
REDLINED VERSION
64 -15 (Amended) Page 7 of 17
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 and bearing interest at the same rate and being of the same series as the
Term Bonds so delivered, 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 and bearing interest at the same
rate and being of the same series as the Term Bonds so delivered, redeemed
or purchased and canceled.
(ii) Optional Redemption. The Bonds of the maturities, series and
interest rates specified in the Certificate of Award (if any are so specified) 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 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
redemption price for any optional redemption date shall not be greater than
103 %. Bonds to be r-qOMMO pursuant to this paragraph shall be redeemed
only upon written notice from the Director of Finance to the Bond Registrar.
given Loon the direction of the City by „passRe. of an flrdina= Qr adoption of
a resolutionn.ThLt notice shall Wecil5c th damp 'on date and the_ print Dal
amount of each maturity (and series and/or interest rate within a maturity if
awlicable) of Bond t red erred and shall be given at least 45 daV5 Drior
tQ the_ redemratian date or such shorter _period_ as shall be_accW able_ to_ the
Bond Registrar.
iii Extraordin Optional Redemption. T n s pf the
maturities, series and interest rates specified in the Certificate of Award (if any
are so ifi d ) shall t& subject to extraordinary qp_tiongl re em tion by an
at the sole option of the City, in_wholeQr in pArt in integral multiples pf_$5 QQ9,
on the dates and at the redemption prices (expre5Nd as a percenta9e of the
principal amount to be redeemed), plus accrued- interest -the r_edeMgion
date, to be determined by the Director of Finance in the Certificate of Award;
provided that any such Bonds shall only subject to extraordinary optional
redemption. and only to the extent that prgOW5_of thaagnds remain unsapat,
after determination by ON Council that no additional Bond Droceeds will be
expended on the P_ roject.. Bonds to be redeemed pursuant to this paragraph
shall be redeemed only upon written notice from the Director of Finance to the
Bond Registrar, given upon the direction of the City by passage of an ordinance
64-15 (Amended) Page 8 of 17
or adoption of a resolution. That notice shall specify the redemption date and
the principal amount of each maturity (and series and /or interest rate within a
maturity if applicable) of Bonds to be redeemed, and shall be given at least 45
days prior to the redemption date or such shorter period as shall be acceptable
to the Bond Registrar.
�m-)(iv)Partial Redemption. If fewer than all of the outstanding Bonds
are called for optional or extraordinary optional redemption at one time and
Bonds of more than one maturity (or series and /or interest rate within a
maturity if applicable) are then outstanding, the Bonds that are called shall be
Bonds of the maturity or maturities, and series and m-"_-__` -a._ rates
seleet__d `• • '_''it _jor inGere$t rate or rates selected by the City. If apt anal
or extraordinary optional redemption of Term Bonds at 0 redemption prig
=edinq 100% Qf the inci al amount to te redeem pd i5 to take I f
any Mandatory Redemption Date applicable to those Term Bonds, the Term
B_on s or p=lons_ ht_gmgf. to be redeemed optionally shall be selected by_lot
prior to the selegtion lot gf the Term Bonds of the same maturity and seri
and /or interest rate within a maturity if applicable) to be redeemed on the
same date by o eration of the Mandatory_ Sinking Fund Redemption
Requirements. If fewer than all of the Bonds of a single maturity (or series
and /or interest rate within a maturity if applicable) are to be redeemed, the
selection of Bonds of that maturity (or series and /or interest rate within a
maturity if applicable) 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 (A) 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 (B) 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, being of the same series and
maturing on the same date as, the Bond surrendered.
.) 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
15th 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.
(:. i) 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
6415 (Amended) Page 9 of 17
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 the provisions of Sections
4(d) and 6, 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 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, provided that any interest earned on the moneys so
held by the Bond Registrar shall be for the account of and paid to the City to
the extent not required for the payment of the Bonds called for redemption.
(f) Related Series Designations. The respective principal amounts of the
Bonds to be issued as Tax - Exempt Bonds and Taxable Bonds shall be determined by
the Director of Finance in the Certificate of Award, having due regard to the best
interest of and financial advantages to the City. To the extent the Director of Finance
determines that it would be in the best interest of and financially advantageous to the
City and to facilitate the sale of the Bonds, a separate series designation may assigned
to the respective principal amounts of the Bonds to be issued as Tax - Exempt Bonds
and Taxable Bonds in the Certificate of Award; provided that the Director of Finance
may provide for the sales of such Bonds with separate series designation through the
execution of separate Bond Purchase Agreements evidencing such sales and the
provisions of Sections 5 and 6 shall apply to each such sale, and references to "Bond
Purchase Agreement', "Bond Register", "Bond Registrar", "Bond Registrar Agreement',
"Certificate of Award', "Closing Dater', "Continuing Disclosure Agreement', and
"Original Purchaser" shall include the Bond Purchase Agreement, Bond Register, Bond
Registrar, Bond Registrar Agreement, Certificate of Award, Closing Date, Continuing
Disclosure Agreement and Original Purchaser for the Bonds sold separately pursuant to
this subsection (f).
Section 5. Execution and Authentication of Bonds; Appointment of Bond
Registrar. 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 the Act, the Charter of the City, this Ordinance and the Certificate
of Award.
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6415 (Amended) Page 10 of 17
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 City Manager and 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 City Manager and 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 Certificate of Award and
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 6. Registration: Transfer and Exchange: Book Entry System.
(a) Bond Register. 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
designated corporate trust office. Subject to the provisions of Sections 4(d) and 10(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 Exchange. Any Bond may be exchanged for Bonds of any
Authorized Denomination upon presentation and surrender at the designated 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 designated 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
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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 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, if applicable, each
series and interest rate within a 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 for that purpose, which may be the Bond Registrar; (ii) the
beneficial owners of Bonds 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 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 the Director of Finance determines to be necessary in connection with a book
entry system for the Bonds.
Section 7. Sale of the Bonds to the Original Purchaser. The Director of
Finance is authorized to sell the Bonds 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
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interest (if any) 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, and the provisions of this Ordinance and the Purchase Agreement.
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 and 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 City Manager and 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.
The Mayor, the City Manager, the Director of Finance, the Director of Law, 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 actions of the
Mayor, the City Manager, the Director of Finance, the Director of Law, the Clerk of
Council or other City officials, as appropriate, in doing any and all acts necessary in
connection with the issuance and sale of the Bonds are hereby ratified and confirmed.
Section 8. Security for and Covenants Relating to Bonds.
(a) The Bonds and any Additional Bonds that may be issued hereafter on a
parity therewith, are special obligations of the City, and the principal and interest on
the Bonds are payable solely from, and such payment is secured by a pledge of and
lien on, those Nontax Revenues established by and as provided in this Ordinance
which are on deposit in the Economic Development Bond Retirement Fund, as
described below.
There is hereby created by the City a separate fund named the Economic
Development Bond Retirement Fund (the "Economic Development Bond Retirement
FundD into which Nontax Revenues shall be deposited in accordance with the
following provisions.
The City hereby covenants and agrees that on or before each Payment Date it
shall deposit in the Economic Development Bond Retirement Fund from Nontax
Revenues selected by the City an amount equal to the amount of principal and interest
due on the Bonds on that Payment Date, less, in the discretion of the City, any interest
earnings or other moneys accumulated in the Economic Development Bond Retirement
Fund which have not theretofore been used as a credit against a prior payment
obligation. Moneys in the Economic Development Bond Retirement Fund shall be used
solely and exclusively to pay principal and interest on the Bonds and any hereafter
designated Additional Bonds when due.
The City hereby covenants and agrees that so long as Bonds are outstanding, it
will appropriate and maintain sufficient Nontax Revenues each year to make each
payment due under this Section and to pay principal and interest when due; provided,
however, the payments due hereunder and under the Bonds are payable solely from
Nontax Revenues, which Nontax Revenues are hereby selected by the City pursuant to
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Section 165.12, Ohio Revised Code, as moneys that are not raised by taxation. The
Bonds are not secured by an obligation or pledge of any moneys raised by taxation.
The Bonds do not and shall not represent or constitute a debt or pledge of the faith or
credit or taxing power of the City, and the owners of the Bonds have no right to have
taxes levied by the City for the payment of principal and interest on the Bonds.
Nothing herein shall be construed as requiring the City to use or apply to the
payment of principal and interest on the Bonds any funds or revenues from any source
other than Nontax Revenues. Nothing herein, however, shall be deemed to prohibit
the City, of its own volition, from using, to the extent that it is authorized by law to do
so, any other resources for the fulfillment of any of the terms, conditions or obligations
of this Ordinance or of the Bonds.
(b) The City will at all times faithfully observe and perform all agreements,
covenants, undertakings, stipulations and provisions to be performed on its part under
this Ordinance and the Bonds and under all proceedings of this Council pertaining
thereto. The City represents that (i) it is, and upon delivery of the Bonds covenants
that it will be, duly authorized by the Constitution and laws of the State including
particularly and without limitation the Act, to issue the Bonds and to provide the
security for payment of the debt service charges in the manner and to the extent set
forth herein and in the Bonds; (ii) all actions on its part for the issuance of the Bonds
have been or will be taken duly and effectively; and (iii) the Bonds will be valid and
enforceable special obligations of the City according to their terms. Each obligation of
the City required to be undertaken pursuant to this Ordinance and the Bonds is binding
upon the City, and upon each officer or employee of the City as may from time to time
have the authority under law to take any action on behalf of the City as may be
necessary to perform all or any part of such obligation, as a duty of the City and of
each of those officers and employee resulting from an office, trust or station within the
meaning of Section 2731.01, Ohio Revised Code, providing for enforcement by writ of
mandamus.
(c) All books and documents in the City's possession relating to the Nontax
Revenues shall be open at all times during the City's regular business hours to
inspection by such accountants or other agents of the owners of the Bonds as the
owners may from time to time designate.
(d) The Clerk of Council, or another appropriate officer of the City, shall
furnish to the Original Purchaser a true transcript of proceedings, certified by that
officer, of all proceedings had with reference to the issuance of the Bonds along with
such information from the records as is necessary to determine the regularity and
validity of the issuance of the Bonds.
Section 9. Federal Tax Considerations. The City covenants that it will use, and
will restrict the use and investment of, the proceeds of the Tax - Exempt Bonds in such
manner and to such extent as may be necessary so that (a) the Tax - Exempt Bonds will
not (i) constitute private activity Tax - Exempt Bonds or arbitrage Tax - Exempt Bonds
under Sections 141 or 148 of the Code or (ii) be treated other than as Tax - Exempt
Bonds the interest on which is excluded from gross income under Section 103 of the
Code, and (b) the interest on the Tax - Exempt Bonds 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 Tax - Exempt Bonds 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 Tax - Exempt Bonds to the governmental purpose of the borrowing, (ii)
restrict the yield on investment property, (iii) make timely and adequate payments to
64-15 (Amended) Page 14 of 17
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 or any other officer of the City having responsibility for
issuance of the Tax - Exempt 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 Tax - Exempt Bonds 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 available under Section 148 of the Code, for the purpose of
assuring, enhancing or protecting favorable tax treatment or status of the Tax - Exempt
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 with respect to the Tax - Exempt Bonds, 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 with respect to the Tax -
Exempt Bonds, 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 Tax - Exempt Bonds, and (c) to give one or more appropriate certificates
of the City, for inclusion in the transcript of proceedings for the Tax - Exempt Bonds,
setting forth the reasonable expectations of the City regarding the amount and use of
all the proceeds of the Tax - Exempt 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 Tax - Exempt Bonds. The Director of
Finance or any other officer of the City having responsibility for issuance of the Tax -
Exempt Bonds is specifically authorized to designate the Tax - Exempt Bonds as
"qualified tax- exempt obligations" if such designation is applicable and desirable, and
to make any related necessary representations and covenants.
Section 10. Official Statement, Rating, Bond Insurance, Continuing Disclosure
and Financing Costs.
(a) Primary Offering Disclosure — Official Statement. The City Manager and
the Director of Finance are each authorized and directed, on behalf of the City and in
their official capacities, to (i) prepare or cause to be prepared official statements
relating to the original issuance of the Bonds in substantially the form as is now on file
with the Clerk of Council, and make or authorize modifications, completions or changes
of or supplements to, those official statements as they deem necessary or appropriate
to facilitate the sale of the Bonds, (ii) determine, and to certify or otherwise represent,
when the official statement is to be "deemed final" (except for permitted omissions) by
the City as of its date or is a final official statement for purposes of paragraph (b) of
the Rule, (iii) use and distribute, or authorize the use and distribution of those official
statements and any supplements thereto in connection with the original issuance of
the Bonds, and (iv) complete and sign those official statements and any supplements
thereto as so approved, together with such certificates, statements or other
documents in connection with the finality, accuracy and completeness of those official
statements and any supplements, as they may deem 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
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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 otherwise paid 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.
The Director of Finance is hereby authorized, to the extent necessary or required, to
enter into any agreements, in the name of and on behalf of the City, that the Director
of Finance determines to be necessary in connection with the obtaining of that bond
insurance.
(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 to
provide or cause to be provided such financial information and operating data, audited
financial statements and notices of the occurrence of certain events, in such manner
as may be required for purposes of the Rule. The City Manager and the Director of
Finance are each authorized and directed to complete, sign and deliver the Continuing
Disclosure Agreement, in the name and on behalf of the City, in substantially the form
as is now on file with the Clerk of Council. The Continuing Disclosure 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
City Manager and the Director of Finance on behalf of the City, all of which shall be
conclusively evidenced by the signing of the Continuing Disclosure Agreement or
amendments thereto.
The Director of Finance is further authorized and directed to establish
procedures in order to ensure compliance by the City with its Continuing Disclosure
Agreement, including timely provision of information and notices as described above.
Prior to making any filing required under the Rule, the Director of Finance shall consult
with and obtain legal advice from, as appropriate, the Director of Law and bond or
other qualified independent special counsel selected by the City. The Director of
Finance, acting in the name and on behalf of the City, shall be entitled to rely upon
any such legal advice in determining whether a filing should be made. The
performance by the City of its Continuing Disclosure Agreement shall be subject to the
annual appropriation of any funds that may be necessary to perform it.
(d) Financing Costs. The expenditure of the amounts necessary to pay any
Financing Costs in connection with the Bonds, to the extent not paid by the Original
Purchaser in accordance with the Certificate of Award and the Purchase Agreement, is
authorized and approved, and the Director of Finance is authorized to provide for the
payment of any such amounts and costs from the proceeds of the Bonds to the extent
available and otherwise from any other funds lawfully available that are appropriated
or shall be appropriated for that purpose.
Section 11. Additional Bonds. The City shall have the right from time to time
to issue Additional Bonds on a parity with the Bonds, which Additional Bonds shall be
payable solely from the Nontax Revenues, and such payment shall be secured by a
pledge of and a lien on the Nontax Revenues as provided by the Act and by an
ordinance passed by this Council authorizing the issuance of those Additional Bonds.
Before any Additional Bonds are issued, the City shall be required to furnish a
certificate of the Director of Finance showing that the aggregate amount of Nontax
Revenues received during the fiscal year immediately preceding the issuance of those
Additional Bonds is at least equal to 200% of the largest amount required to be paid in
any succeeding calendar year to meet interest and principal maturities of the Bonds
and any Additional Bonds to be outstanding immediately after the issuance of such
Additional Bonds, or in the case of the issuance of notes issued in anticipation of
Additional Bonds, the largest amount required to be paid in any succeeding calendar
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year to meet the estimated interest and principal maturities of those Additional Bonds
anticipated.
The proceeds of any sale of Additional Bonds shall be allocated in the manner
provided in the ordinance authorizing their issuance. Junior lien or other subordinate
bonds and other subordinate City obligations payable from the Nontax Revenues may
be issued or incurred without limitation.
The Additional Bonds shall bear such designation as may be necessary to
distinguish them from the Bonds or other Additional Bonds having different provisions
and shall have maturities, interest rates, interest payment dates, redemption
provisions, denominations and other provisions as provided in the ordinances hereafter
adopted providing for the issuance of the Additional Bonds; provided, however, that
those terms and provisions shall not be inconsistent with this Ordinance to the extent
it governs the issuance and terms of Additional Bonds.
Section 12. Bond Counsel. The legal services of the law firm of Squire Patton
Boggs (US) LLP are hereby retained. Those legal services shall be in the nature of
legal advice and recommendations as to the documents and the proceedings in
connection with the authorization, sale and issuance of the Bonds and rendering at
delivery related legal opinions. In providing those legal services, as an independent
contractor and in an attorney - client relationship, that firm shall not exercise any
administrative discretion on behalf of this City in the formulation of public policy,
expenditure of public funds, enforcement of laws, rules and regulations of the State,
any county or municipal corporation or of this City, or the execution of public trusts.
For those legal services that firm shall be paid just and reasonable compensation and
shall be reimbursed for actual out -of- pocket expenses incurred in providing those legal
services. The Director of Finance is authorized and directed to make appropriate
certification as to the availability of funds for those fees and any reimbursement and to
issue an appropriate order for their timely payment as written statements are
submitted by that firm.
Section 13. Municipal Advisor. The services of PRISM Municipal Advisors, LLC,
or any successor thereto, as municipal advisor, are hereby retained. The municipal
advisory services shall be in the nature of financial advice and recommendations in
connection with the issuance and sale of the Bonds. In rendering those municipal
advisory services, as an independent contractor, that firm shall not exercise any
administrative discretion on behalf of the City in the formulation of public policy,
expenditure of public funds, enforcement of laws, rules and regulations of the State,
the City or any other political subdivision, or the execution of public trusts. That firm
shall be paid just and reasonable compensation for those municipal advisory services
and shall be reimbursed for the actual out -of pocket expenses it incurs in rendering
those municipal advisory services. The Director of Finance is authorized and directed
to make appropriate certification as to the availability of funds for those fees and any
reimbursement and to issue an appropriate order for their timely payment as written
statements are submitted by that firm.
Section 14. Notification of Bond Issuance. The Director of Finance is
authorized and directed to provide the notification required by Section 165.03(D) of
the Ohio Revised Code to the Director of the Ohio Development Services Agency.
Section 15. Satisfaction of Conditions for Bond Issuance. 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 Bonds in order to make
them legal, valid and binding special 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 no statutory or
constitutional limitation of indebtedness or taxation will have been exceeded in the
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issuance of the Bonds; and that the Bonds are being authorized and issued pursuant
to the Act, the Charter of the City, this Ordinance, the Certificate of Award and other
authorizing provisions of law.
Section 16. Compliance with Open Meeting Requirements. This Council finds
and determines that all formal actions of this Council and any of its committees
concerning and relating to the passage of this Ordinance were taken in an open
meeting of this Council or any of its committees 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, all in compliance with the law, including Section 121.22 of
the Ohio Revised Code.
Section 17. 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 facilitate the construction of the Project, all in order to create jobs
and employment opportunities and improve the economic welfare of the people of the
City and the State of Ohio; wherefore, this Ordinance shall be in full force and effect
immediately upon its passage.
Signed:
Mayor - Presiding Officer
Attest:
Clerk of Council
Passed: 2015
Effective: 2015