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55-04 Ordinance RECORD OF ORDINANCES Dayton Leal Blank, Inc. Form No. 30043 55-04 Passed . 2~ Ordinance No. AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF BONDS IN THE MAXIMUM PRINCIPAL AMOUNT OF $3,650,000 TO REFUND A PORTION OF THE CITY'S OUTSTANDING VARIOUS PURPOSE IMPROVEMENT BONDS, SERIES 20006 (LIMITED TAX) AND TO PAY THE COSTS OF ISSUANCE OF THE BONDS, AND DECLARING AN EMERGENCY. WHEREAS, pursuant to Ordinance No. 136-00 passed on October 16, 2000, this Council authorized the issuance of bonds in the maximum principal amount of $1,360,000 for the purpose of paying costs of acquiring a facility and related site for use as a center for the arts, together with all necessary appurtenances thereto (the "Arts Center Acquisition Purpose"); and WHEREAS, pursuant to Ordinance No. 137-00 passed on October 16, 2000, this Council authorized the issuance of bonds in the maximum principal amount of $2,020,000 for the purpose of paying costs of constructing Emerald Parkway from Shier Rings Road to Innovation Drive as a four lane boulevard, including grading, paving with curbs and gutters, installing related storm and sanitary sewers and waterlines, sidewalks, bikepaths, street lights, and traffic signalization, landscaping, and acquiring real estate and interests in real estate therefore, together with all other necessary appurtenances (the "Emerald Parkway Improvement Purpose"); and WHEREAS, pursuant to Ordinance No. 139-00 passed on October 16, 2000, this Council authorized the issuance of bonds in the maximum principal amount of $3,535,000 for the purpose of paying costs of improving Rings road from Interstate 270 to Frantz Road, by constructing four lanes of boulevard pavement with curb and gutter, storm sewer, bikepath, sidewalk, street lights, and traffic signals and turn lanes at the intersection of Paul Blazer Parkway and Rings Road, Frantz Road and Rings Road, and Paul Blazer Parkway and Parkcenter Drive, and all other necessary appurtenances (the "Rings Road Improvement Purpose"); and WHEREAS, pursuant to Ordinance No. 140-00 passed on October 16, 2000, this Council authorized the issuance of bonds in the maximum principal amount of $3,940,000 for the purpose of paying costs of constructing Perimeter Drive from its current western terminus to the U.S. Route 33/S. R. 161 interchange, including the realignment and reconstruction of Post Road for its intersection with Perimeter Drive, constructing Perimeter Loop Road from its intersection with Perimeter Drive to its current westerly terminus and improving the intersections of Avery-Muirfield Drive with Perimeter Drive, Perimeter Loop Road and Post Road, including grading, paving with curbs and gutters, installing related storm and sanitary sewers and waterlines, sidewalks, bikepaths, street lights and traffic signalization, landscaping, and acquiring real estate and interests in real estate therefore, together with all other necessary appurtenances (the "Perimeter Drive Improvement Purpose"); and WHEREAS, pursuant to Ordinance No. 143-00 passed on October 16, 2000, this Council authorized the issuance of bonds in the maximum principal amount of $755,000 for the purpose of paying costs of renovating the arts facility and related site for use as a center for the arts, together will all necessary appurtenances (the "Art Center Renovation Purpose"); and WHEREAS, pursuant to those Ordinances No. 136-00, No. 137-00, No. 139-00, No. 140-00 and No. 143-00 (collectively, the "Series 20008 Bond Ordinance") $11,610,000 Various Purpose Improvement Bonds, Series 20006 (Limited Tax), dated as of December 1, 2000 (the "Series 20006 Bonds"), were issued for the RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Pa e 2 Ordinance No. 5J-0~ Passed ~ 2~ Arts Center Acquisition Purpose, the Emerald Parkway Improvement Purpose, the Rings Road Improvement Purpose, the Perimeter Drive Improvement Purpose, and the Arts Center Renovation Purpose; and WHEREAS, this Council has determined that it will be in the City's best interest to issue general obligation bonds in accordance with Section 133.34, Ohio Revised Code, in the maximum principal amount of $3,650,000 (the "Bonds") in order to refund at a lower rate of interest the Series 20006 Bonds maturing on December 1, 2015 (the "Series 20008 Refunded Bonds") and to pay financing costs with respect to the Bonds; and WHEREAS, the Director of Finance, as fiscal officer of the City, has certified to this Council that the estimated life or period of usefulness of each portion of the Improvement (as defined in the Fiscal Officer's certificate) is at least five years and that the maximum maturity of the Bonds is December 1, 2020; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, Union and Delaware Counties, Ohio, that: Section 1. Definitions and Interpretation. In addition to the words and terms elsewhere defined in this Ordinance, unless the context or use clearly indicates another or different meaning or intent: "Annual Information" means annual financial information and operating data of the type to be specified in the Continuing Disclosure Certificate in accordance with the Rule. "Authorized Denominations" means the denomination of $5,000 or any integral multiple thereof. "Bond proceedings" means, collectively, this Ordinance, the Certificate of Award, the Continuing Disclosure Certificate 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. "Bond Registrar" means a bank or trust company authorized to do business in the State of Ohio and designated by the Director of Finance in the Certificate of Award pursuant to Section 4 as the initial authenticating agent, bond registrar, transfer agent and paying agent for the Bonds under the Registrar Agreement and until a successor Bond Registrar shall have become such pursuant to the provisions of the Registrar Agreement and, thereafter, "Bond Registrar" shall mean the successor Bond Registrar. "Bonds" means, collectively, the Serial Bonds and the Term Bonds, each as is designated as such in the Certificate of Award. "Book entry form" or "book entry system" means a form or system under which (a) the ownership of book entry interests in Bonds and the principal of and interest on the Bonds may be transferred only through a book entry, and (b) physical Bond certificates in fully registered form are issued by the City only to a Depository or its nominee as registered owner, with the Bonds "immobilized" in the custody of the Depository or its designated agent. The book entry maintained by others than the City is the record that identifies the owners of book entry interests in those Bonds and that principal and interest. RECORD OF ORDINANCES Dayton Leal Blank, inc. Form No. 30043 Pa e 3 Ordinance No.JJ-~4 Passed 2~ "Certificate of Award" means the certificate authorized by Section 6(a), to be executed by the Director of Finance, setting forth and determining those terms or other matters pertaining to the Bonds and their issuance, sale and delivery as this Ordinance requires or authorizes to be set forth or determined therein. "Closing Date" means the date of physical delivery of, and payment of the purchase price for, the Bonds. "Code" means the Internal Revenue Code of 1986, the Regulations (whether temporary or final) under that Code or the statutory predecessor of that Code, and any amendments of, or successor provisions to, the foregoing and any official rulings, announcements, notices, procedures and judicial determinations regarding any of the foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a Section of the Code includes any applicable successor section or provision and such applicable Regulations, rulings, announcements, notices, procedures and determinations pertinent to that Section. "Continuing Disclosure Certificate" means the certificate authorized by subsection 6(c), to be substantially in the form on file with the Clerk of Council, and which, together with the agreements of the City set forth in that subsection, shall constitute the continuing disclosure agreement made by the City for the benefit of holders and beneficial owners of the Bonds in accordance with the Rule. "Depository' means any securities depository that is a clearing agency under federal law operating and maintaining, with its Participants or otherwise, a book entry system to record ownership of book entry interests in Bonds or the principal of and interest on Bonds, and to effect transfers of Bonds, in book entry form, and includes and means initially The Depository Trust Company (a limited purpose trust company), New York, New York. "Escrow Agreement" means the Escrow Agreement between the City and the Escrow Trustee, as it may be modified from the form on file with the Clerk of Council and executed by the Director of Finance in accordance with Section 9. "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 . "MSRB" means the Municipal Securities Rulemaking Board established by the SEC. "NRMS/R" means each nationally recognized municipal securities information repository designated from time to time by the SEC in accordance with the Rule. "Original Purchase" means the purchaser of the Bonds designated 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. "Principal Payment Dates" means December 1, in each of the years from and including 2004 to and including 2015, provided that the first Principal Payment Date for any of the various Purposes may be deferred up to one year and the final Principal Payment Date for any of the various Purposes may be advanced RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Pa e 4 Ordinance No. Passed ~ . 2~ or deferred for up to five years, and further provided that in no case shall the final Principal Payment Date of the portions of the Bonds issued for the various Purposes exceed the maximum maturity limitations referred to in the preambles hereto, all of which determinations shall be made 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. "Purchase Agreement' means the Bond Purchase Agreement between the City and the Original Purchaser, as it may be modified from the form on file with the Clerk of Council and executed by the Director of Finance in accordance with Section 6(a). "Registrar Agreement' means, if the Bond Registrar is other than the Director of Finance, 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 Director of Finance in accordance with Section 4. "Rule" means Rule 15c2-12 prescribed by the SEC pursuant to the Securities Exchange Act of 1934. "SEC" means the Securities and Exchange Commission. "Serial Bonds" means those Bonds designated as such and maturing on the dates set forth in the Certificate of Award, bearing interest payable on each Interest Payment Date and not subject to mandatory sinking fund redemption. "SID" means the state information depository, if any, with which filings are required to be made by the City in accordance with the Rule. "Specified Events" means the occurrence of any of the following events, within the meaning of the Rule, with respect to the Bonds, as applicable: principal and interest payment delinquencies; non-payment related defaults; unscheduled draws on debt service reserves reflecting financial difficulties; unscheduled draws on credit enhancements reflecting financial difficulties; substitution of credit or liquidity providers, or their failure to perform; adverse tax opinions or events affecting the tax-exempt status of the Bonds; modifications to rights of holders or beneficial owners of the Bonds; Bond calls; defeasances; release, substitution, or sale of property securing repayment of the Bonds; and rating changes. The repayment of the Bonds is not secured by a lien on any property capable of release or sale or for which other property may be substituted. "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. 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. 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 principal amount of $3,650,000 (the "Bonds") for the purpose of refunding a portion of the City's outstanding Various Purpose Improvement Bonds, Series 20006 (Limited Tax) and to pay the costs of issuance of the Bonds. RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Pa e 5 Ordinance No. J5-~~ Passed g 2~ The aggregate principal amount of Bonds to be issued shall not exceed $3,650,000 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 2, taking into account costs of the refunding, estimates of financing costs, and interest rates on the Bonds. The proceeds from the sale of the Bonds shall be paid into the proper fund or funds, and those proceeds are appropriated and shall be used for the purpose for which the Bonds are being issued as determined by the Director of Finance in the Certificate of Award. Section 3. Denominations; Dating; Principal and Interest Payment and Redemption Provisions. The Bonds shall be issued in one lot and only as fully registered bonds, in the Authorized Denominations, but in no case as to a particular maturity date exceeding the principal amount maturing on that date. The principal amount of the Bonds to be issued 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. 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 the rate or rates of interest per year (computed on a 360-day per year basis 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 (as hereinafter defined and described) on the Principal Payment Dates in principal amounts as shall be determined by the Director of Finance in the Certificate of Award, provided that such determination shall be in the best interest of and financially advantageous to the City. Consistent with the foregoing determination, 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 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") 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. The net interest rate per year for the Bonds, determined by taking into account the respective principal amounts of the Bonds and terms to maturity or mandatory sinking fund redemption of those principal amounts of Bonds shall not exceed 7.00°/o per year. RECORD OF ORDINANCES Dayton Legal Blank. Inc. Form No. 30043 Pa e 6 , ao Ordinance No. Passed ~ (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 principal corporate trust office of the Bond Registrar. Interest on a Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond was registered, and to that person's address appearing, on the Bond Register 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 requirements, at a redemption price of 100% of the principal amount redeemed, plus accrued interest to the redemption date, on the applicable Mandatory Redemption Dates and in the principal amounts payable on those Dates, for which provision is made in the Certificate of Award (such Dates and amounts, the "Mandatory Sinking Fund Redemption Requirements"). The aggregate of the moneys to be deposited with the Bond Registrar for payment of principal of and interest on any Term Bonds 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 Mandatory Sinking Fund Redemption Requirements (less the amount of any credit as hereinafter provided). The City shall have the option to deliver to the Bond Registrar for cancellation Term Bonds in any aggregate principal amount and to receive a credit against the then current or any subsequent Mandatory Sinking Fund Redemption Requirement (and corresponding mandatory redemption obligation) of the City, as specified by the Director of Finance, for Term Bonds stated to mature on the same Principal Payment Date as the Term Bonds so delivered. That option shall be exercised by the City on or before the forty-fifth day preceding any Mandatory Redemption Date with respect to which the City wishes to obtain a credit, by furnishing the Bond Registrar a certificate, signed by the Director of Finance, setting forth the extent of the credit to be applied with respect to the then current or any subsequent Mandatory Sinking Fund Redemption Requirement for Term Bonds stated to mature on the same Principal Payment Date. If the certificate is not timely furnished to the Bond Registrar, the current Mandatory Sinking Fund Redemption Requirement (and corresponding mandatory redemption obligation) shall not be reduced. A credit against the then current or any subsequent Mandatory Sinking Fund Redemption Requirement (and corresponding mandatory redemption obligation), as specified by the Director of Finance, also shall be received by the City for any Term Bonds which prior thereto has been redeemed (other than through the operation of the applicable Mandatory Sinking Fund Redemption Requirements) or purchased for cancellation RECORD OF ORDINANCES Dayton Legal Blank,lnc. Form No. 30043 Pa e 7 20 Ordinance No. 55-04 Passed and canceled by the Bond Registrar, to the extent not applied theretofore as a credit against any Mandatory Sinking Fund Redemption Requirement, for Term Bonds stated to mature on the same Principal Payment Date as the Term Bonds so redeemed or purchased and canceled. Each Term Bond so delivered, or previously redeemed, or purchased and canceled, shall be credited by the Bond Registrar at 100% of the principal amount thereof against the then current or subsequent Mandatory Sinking Fund Redemption Requirements (and corresponding mandatory redemption obligations), as specified by the Director of Finance, for Term Bonds stated to mature on the same Principal Payment Date as the Term Bonds so delivered, redeemed or purchased and canceled. (ii) Optional Redemption. The Bonds of the maturities specified in the Certificate of Award shall be subject to redemption by and at the sole option of the City, in whole or in part in integral multiples of $5,000, on the dates, in the years and at the redemption prices (expressed as a percentage of the principal amount to be redeemed), plus accrued interest to the redemption date, to be determined by the Director of Finance in the Certificate of Award; provided that the earliest optional redemption date shall not be earlier than December 1, 2012 or later than December 1, 2016, and the redemption price for the earliest optional redemption date shall not be greater than 103%. If optional redemption of Term Bonds at a redemption price exceeding 100% of the principal amount to be redeemed is to take place as of any Mandatory Redemption Date applicable to those Term Bonds, the Term Bonds, or portions thereof, to be redeemed optionally shall be selected by lot prior to the selection by lot of the Term Bonds of the same maturity to be redeemed on the same date by operation of the Mandatory Sinking Fund Redemption Requirements. Bonds to be redeemed pursuant to this paragraph shall be redeemed only upon written notice from the Director of Finance to the Bond Registrar, given upon the direction of this Council by adoption of a resolution or passage of an ordinance. That notice shall specify the redemption date and the principal amount of each maturity of Bonds to be redeemed, and shall be given at least 45 days prior to the redemption date or such shorter period as shall be acceptable to the Bond Registrar. (iii) Partial Redemption. If fewer than all of the outstanding Bonds are called for optional redemption at one time and Bonds of more than one maturity are then outstanding, the Bonds that are called shall be Bonds of the maturity or maturities selected by the City. If fewer than all of the Bonds of a single maturity are to be redeemed, the selection of Bonds of that maturity to be redeemed, or portions thereof in amounts of $5,000 or any integral multiple thereof, shall be made by the Bond Registrar by lot in a manner determined by the Bond Registrar. In the case of a partial redemption of Bonds by lot when Bonds of denominations greater than $5,000 are then outstanding, each $5,000 unit of principal thereof shall be treated as if it were a separate Bond of the denomination of $5,000. If it is determined that one or more, but not all, of the $5,000 units of principal amount represented by a Bond are to be called for redemption, then, upon notice of redemption of a $5,000 unit or units, the registered owner of that Bond shall surrender the Bond to the Bond Registrar (A) for payment of the redemption price of the $5,000 unit or units of principal RECORD OF ORDINANCES Dayton Lcoal Blank, Inc. Form No. 30043 Pa e $ , 20 Orctir2ance No. 55-0~ Passed ~ 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 and maturing on the same date as, the Bond surrendered. (iv) Notice of Redemption. The notice of the call for redemption of Bonds shall identify (a) by designation, letters, numbers or other distinguishing marks, the Bonds or portions thereof to be redeemed, (b) the redemption price to be paid, (c) the date fixed for redemption, and (d) the place or places where the amounts due upon redemption are payable. The notice shall be given by the Bond Registrar on behalf of the City by mailing a copy of the redemption notice by first class mail, postage prepaid, at least 30 days prior to the date fixed for redemption, to the registered owner of each Bond subject to redemption in whole or in part at the registered owner's address shown on the Bond Register maintained by the Bond Registrar at the close of business on the 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. (v) Payment of Redeemed Bonds. In the event that notice of redemption shall have been given by the Bond Registrar to the registered owners as provided above, there shall be deposited with the Bond Registrar on or prior to the redemption date, moneys that, in addition to any other moneys available therefor and held by the Bond Registrar, will be sufficient to redeem at the redemption price thereof, plus accrued interest to the redemption date, all of the redeemable Bonds for which notice of redemption has been given. Notice having been mailed in the manner provided in the preceding paragraph hereof, the Bonds and portions thereof called for redemption shall become due and payable on the redemption date, and, subject to subsection (d) of Section 3 and Section 5, upon presentation and surrender thereof at the place or places specified in that notice, shall be paid at the redemption price, plus accrued interest to the redemption date. If moneys for the redemption of all of the Bonds and portions thereof to be redeemed, together with accrued interest thereon to the redemption date, are held by the Bond Registrar on the redemption date, so as to be available therefor on that date and, if notice of redemption has been deposited in the mail as aforesaid, then from and after the redemption date those Bonds and portions thereof called for redemption shall cease to bear interest and no longer shall be considered to be outstanding. If those moneys shall not be so available on the redemption date, or that notice shall not have been deposited in the mail as aforesaid, those Bonds and portions thereof shall continue to bear interest, until they are paid, at the same rate as they would have borne had they not been called for redemption. All moneys held by the Bond Registrar for the redemption of particular Bonds shall be held in trust for the account of the registered owners thereof and shall be paid to them, respectively, upon presentation and surrender of those Bonds. Section 4. Execution and Authentication of Bonds; Appointment of Bond 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 RECORD OF ORDINANCES Dayton Legal Blink Inc. Form No. 30043 Pa e 9 Ordinance No. Passed ~ 2~ issued in the Authorized Denominations and numbers as requested by the Original Purchaser and approved by the Director of Finance, shall be numbered as determined by the Director of Finance in order to distinguish each Bond from any other Bond, and shall express upon their faces the purpose, in summary terms, for which they are issued and that they are issued pursuant to this Ordinance. The Director of Finance is hereby authorized to designate in the Certificate of Award a bank or trust company authorized to do business in the State of Ohio to act as the initial Bond Registrar. The Director of Finance shall sign and deliver, in the name and on behalf of the City, the Registrar Agreement between the City and the Bond Registrar, in substantially the form as is now on file with the Clerk of Council. The Registrar Agreement is approved, together with any changes or amendments that are not inconsistent with this Ordinance and not substantially adverse to the City and that are approved by the Director of Finance on behalf of the City, all of which shall be conclusively evidenced by the signing of the Registrar Agreement or amendments thereto. The Director of Finance shall provide for the payment of the services rendered and for reimbursement of expenses incurred pursuant to the Registrar Agreement, except to the extent paid or reimbursed by the Original Purchaser in accordance with the Purchase Agreement, from the proceeds of the Bonds to the extent available and then from other money lawfully available and appropriated or to be appropriated for that purpose. No Bond shall be valid or obligatory for any purpose or shall be entitled to any security or benefit under the Bond proceedings unless and until the certificate of authentication printed on the Bond is signed by the Bond Registrar as authenticating agent. Authentication by the Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued, signed and delivered under, and is entitled to the security and benefit of, the Bond proceedings. The certificate of authentication may be signed by any authorized officer or employee of the Bond Registrar or by any other person acting as an agent of the Bond Registrar and approved by the Director of Finance on behalf of the City. The same person need not sign the certificate of authentication on all of the Bonds. Section 5. Registration•Transfer and Exchange; Book Entry System. (a) Bond Registrar. So long as any of the Bonds remain outstanding, the City will cause the Bond Registrar to maintain and keep the Bond Register at its principal corporate trust office. Subject to the provisions of subsection (d) of Section 3 and subsection (c) of Section 6, 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 principal corporate trust office of the Bond Registrar, together with a request for exchange signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. A Bond may be transferred only on the Bond Register upon presentation and surrender of the Bond at the RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Ordinance No. Passed ~ ~ 20 principal corporate trust office of the Bond Registrar together with an assignment signed by the registered owner or by a person legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or transfer the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any Authorized Denomination or Denominations requested by the owner equal in the aggregate to the unmatured principal amount of the Bond surrendered and bearing interest at the same rate and maturing on the same date. If manual signatures on behalf of the City are required, the Bond Registrar shall undertake the exchange or transfer of Bonds only after the new Bonds are signed by the authorized officers of the City. In all cases of Bonds exchanged or transferred, the City shall sign and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of the Bond proceedings. The exchange or transfer shall be without charge to the owner, except that the City and Bond Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge required to be paid with respect to the exchange or transfer. The City or the Bond Registrar may require that those charges, if any, be paid before the procedure is begun for the exchange or transfer. All Bonds issued and authenticated upon any exchange or transfer shall be valid obligations of the City, evidencing the same debt, and entitled to the same security and benefit under the Bond proceedings as the Bonds surrendered upon that exchange or transfer. Neither the City nor the Bond Registrar shall be required to make any exchange or transfer of (i) Bonds then subject to call for redemption between the 15th day preceding the mailing of notice of Bonds to be redeemed and the date of that mailing, or (ii) any Bond selected for redemption, in whole or in part. (c) Book Entry System. Notwithstanding any other provisions of this Ordinance, if the Director of Finance determines in the Certificate of Award that it is in the best interest of and financially advantageous to the City, the Bonds may be issued in book entry form in accordance with the following provisions of this Section. The Bonds may be issued to a Depository for use in a book entry system and, if and so long as a book entry system is utilized, (i) the Bonds may be issued in the form of a single, fully registered Bond representing each maturity and registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (ii) the book entry interest owners of Bonds in book entry form shall not have any right to receive Bonds in the form of physical securities or certificates; (iii) ownership of book entry interests in Bonds in book entry form shall be shown by book entry on the system maintained and operated by the Depository and its Participants, and transfers of the ownership of book entry interests shall be made only by book entry by the Depository and its Participants; and (iv) the Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the City. If any Depository determines not to continue to act as a Depository for the Bonds for use in a book entry system, the Director of Finance may attempt to establish a securities depository/book entry relationship with another qualified Depository. If the Director of Finance does not or is unable to do so, the Director of Finance, after making provision for notification of the book entry interest owners by the then Depository and any other arrangements deemed necessary, shall permit withdrawal of the Bonds from the Depository, and shall cause Bond certificates in registered form and Authorized Denominations to be authenticated by the Bond Registrar and delivered to the assigns of the RECORD OF ORDINANCES Dayton Leal Blank, Inc. Form No. 30043 Ordinance No. Passed ~ ~ 20 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, after approval of any such agreement by the Law Director. Section 6. Sale of the Bonds. (a) To the Original Purchaser. The Bonds are to be sold at private sale to the Original Purchaser at a purchase price not less than 97% of the aggregate principal amount thereof, as shall be determined by the Director of Finance in the Certificate of Award, plus accrued interest on the Bonds from their date to the Closing Date, and shall be awarded by the Director of Finance with and upon such other terms as are required or authorized by this Ordinance to be specified in the Certificate of Award and the Purchase Agreement, in accordance with law and the provisions of this Ordinance. The Director of Finance is authorized, if it is determined to be in the best interest of the City, to combine the issue of Bonds with one or more other bond issues of the City into a consolidated bond issue pursuant to Section 133.30(B), Ohio Revised Code, in which case a single Certificate of Award may be utilized for the consolidated bond issue if appropriate and consistent with the terms of this Ordinance. The Director of Finance shall sign and deliver the Certificate of Award and shall cause the Bonds to be prepared and signed and delivered, together with a true transcript of proceedings with reference to the issuance of the Bonds, to the Original Purchaser upon payment of the purchase price. The City Manager, the Director of Finance, the Law Director and other City officials, as appropriate, each are authorized and directed to sign any transcript certificates, financial statements and other documents and instruments and to take such actions as are necessary or appropriate to consummate the transactions contemplated by this Ordinance. The Director of Finance shall sign and deliver, in the name and on behalf of the City, the Purchase Agreement between the City and the Original Purchaser, in substantially the form as is now on file with the Clerk of Council, providing for the sale to, and the purchase by, the Original Purchaser of the Bonds. The Purchase Agreement is approved, together with any changes or amendments that are not inconsistent with this Ordinance and not substantially adverse to the City and that are approved by the Director of Finance on behalf of the City, all of which shall be conclusively evidenced by the signing of the Purchase Agreement or amendments thereto. (b) Primary Offering Disclosure Official Statement. If, in the judgment of the City Manager and the Director of Finance, a disclosure document in the form of an official statement is appropriate relating to the original issuance of the Bonds, those officers, on behalf of the City and in their official capacities, are authorized to (i) prepare or cause to be prepared, and make or authorize modifications, completions or changes of or supplements to, such an official statement, (ii) determine, and to certify or otherwise represent, when the official statement is to be deemed final or is a final official statement, (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 the final official statement together with certificates, RECORD OF ORDINANCES Dayton LeoalBlank.lnc. Form No. 30043 Ordinance No.JJ-O4 Passed PagB ~ ~ , 20 statements or other documents in connection with the finality, accuracy and completeness of those official statements. (c) Agreement to Provide Continuing Disclosure. For the benefit of the holders and beneficial owners from time to time of the Bonds, the City agrees, as the only obligated person with respect to the Bonds under the Rule, to provide or cause to be provided such financial information and operating data, audited financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5)(i) of the Rule. The City further agrees, in particular, to provide or cause to be provided: (i) to each NRMSIR and to the SID, (A) Annual Information for each City fiscal year ending hereafter, not later than the 270th day following the end of the fiscal year, and (B) when and if available, audited City financial statements for each such fiscal year; and (ii) to each NRMSIR or to the MSRB, and to the SID, in a timely manner, notice of (A) any Specified Event if that Event is material, (B) the City's failure to provide the Annual Information within the time specified above, and (C) any change in the accounting principles applied in the preparation of its annual financial statements, any change in its fiscal year, its failure to appropriate funds to meet costs to be incurred to perform the agreement, and of the termination of the agreement. In order to further describe and specify certain terms of the City's continuing disclosure agreement made for purposes of the Rule in and pursuant to this Ordinance and to be formed, collectively, by this subsection (c) and the Continuing Disclosure Certificate, the Director of Finance is authorized and directed to complete, sign and deliver the Continuing Disclosure Certificate, in the name and on behalf of the City, to specify in reasonable detail the Annual Information to be provided (which may be provided by specific reference to other documents previously filed and available in accordance with the Rule), whether the City has obtained any credit enhancement or provider for the Bonds and the City's expectations as to whether audited financial statements will be prepared, the accounting principles to be applied in their preparation, and whether they will be available together with, or separately from, Annual Information. 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 in accordance with clause (ii) above or providing notice of the occurrence of any other events, the Director of Finance shall consult with and obtain legal advice from, as appropriate, the Law Director 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 City reserves the right to amend its continuing disclosure agreement, and to obtain the waiver of noncompliance with any provision of the agreement, as may be necessary or appropriate to achieve its compliance with any applicable federal securities law or rule, to cure any ambiguity, inconsistency or formal defect or omission, and to address any change in circumstances arising from a change in legal requirements, change in law, or change in the identity, nature, or status of the City, or type of business conducted by the City. Any such amendment or waiver will not be effective unless the agreement (as amended or taking into account such waiver) would have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any RECORD OF ORDINANCES Dayton Legal Blank, [nc. Form No. 30043 55-04 Page 13 Ordinance No. Passed . 20 applicable amendments to or ofFcial interpretations of the Rule, as well as any change in circumstances, and until the City shall have received: either (i) a written opinion of bond or other qualified independent special counsel selected by the City that the amendment or waiver would not materially impair the interests of holders or beneficial owners of the Bonds or (ii) the written consent to the amendment or waiver of the holders of at least a majority of the principal amount of the Bonds then outstanding. Annual Information containing any revised operating data or financial information shall explain, in narrative form, the reasons for any such amendment or waiver and the impact of the change on the type of operating data or financial information being provided. The City's continuing disclosure agreement shall be solely for the benefit of the holders and beneficial owners from time to time of the Bonds. The exclusive remedy for any breach of the agreement by the City shall be limited, to the extent permitted by law, to a right of holders and beneficial owners to institute and maintain, or to cause to be instituted and maintained, such proceedings as may be authorized at law or in equity to obtain the specific performance by the City of its obligations under the agreement. Any individual holder or beneficial owner may institute and maintain, or cause to be instituted and maintained, such proceedings to require the City to provide or cause to be provided a pertinent filing if such a filing is due and has not been made. Any such proceedings to require the City to perform any other obligation under the agreement (including any proceedings that contest the sufficiency of any pertinent filing) shall be instituted and maintained only by a trustee appointed by the holders and beneficial owners of not less than 25% in principal amount of the Bonds then outstanding or by holders and beneficial owners of not less than 10% in principal amount of the Bonds then outstanding in accordance with Section 133.25(B)(4)(b) or (C)(1), Ohio Revised Code, as applicable (or any like or comparable successor provisions). 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. The City's continuing disclosure agreement shall remain in effect only for such period that the Bonds are outstanding in accordance with their terms and the City remains an obligated person with respect to the Bonds within the meaning of the Rule. The obligation of the City to provide the Annual Information and notices of the events described above shall terminate, if and when the City no longer remains such an obligated person. (d) Application for Rating or Bond Insurance. If, in the judgment of the Director of Finance, the filing of an application for (i) a rating on the Bonds by one or more nationally-recognized rating agencies, or (ii) a policy of insurance from a company or companies to better assure the payment of principal of and interest on the Bonds, is in the best interest of and financially advantageous to this City, the Director of Finance is authorized to prepare and submit those applications, to provide to each such agency or company such information as may be required for the purpose, and to provide further for the payment of the cost of obtaining each such rating or policy, except to the extent paid by the Original Purchaser in accordance with the Purchase Agreement, from the proceeds of the Bonds to the extent available and otherwise from any other funds lawfully available and that are appropriated or shall be appropriated for that purpose. Section 7. Provisions for Tax Levy. There shall be levied on all the taxable property in the City, in addition to all other taxes, a direct tax annually during the RECORD OF PROCEEDINGS Minutes of Meeting DAYTON LEGAL BLANK. INC., FORM NO. 10148 I, Held 55-04 Page 1 20 j period the Bonds are outstanding in an amount sufficient to pay the debt charges on the Bonds when due, which tax shall not be less than the interest and sinking fund tax required by Section 11 of Article XII of the Ohio Constitution. The tax shall be within the ten-mill limitation imposed by law, shall be and is ordered computed, certified, levied and extended upon the tax duplicate and collected by the same officers, in the same manner and at the same time that taxes for general purposes for each of those years are certified, levied, extended and collected, and shall be placed before and in preference to all other items and for the full amount thereof. The proceeds of the tax levy shall be placed in the Bond Retirement Fund, which is irrevocably pledged for the payment of the debt charges on the Bonds when and as the same fall due. In each year to the extent money from the municipal income tax is available for I~, the payment of debt charges on the Bonds is appropriated for the purpose, the I, amount of the tax shall be reduced by the amount of the money so available and appropriated in compliance with the following covenant. To the extent II necessary, the debt charges on the Bonds shall be paid from municipal income ~i taxes lawfully available therefore under the Constitution and laws of the State of Ohio; and the Charter of the City and the City hereby covenants, subject and pursuant to such authority, including particularly Section 133.05(6)(7), Revised 'i'I Code, to appropriate annually from such municipal income taxes such amount as is necessary to meet such annual debt charges. Nothing in this paragraph in any way diminishes the pledge of the full faith and III credit and property taxing power of the City to the prompt payment of the debt charges on the Bonds. Section 8. Federal Tax Considerations. The City covenants that it will use, and will restrict the use and investment of, the proceeds of the Bonds in such manner and to such extent as may be necessary so that (a) the Bonds will not (i) ~I constitute private activity bonds, arbitrage bonds or hedge bonds under i'~, Sections 141, 148 or 149 of the Code or (ii) be treated other than as bonds to which Section 103 of the Code applies, and (b) the interest thereon will not be an item of tax preference under Section 57 of the Code. i, The City further covenants that (a) it will take or cause to be taken such actions III that may be required of it for the interest on the 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 roceeds of the Bonds to the overnmental ur ose of the borrowin ii p 9 p p g,() 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. ~I ~i The Director of Finance, as the fiscal officer, or any other officer of the City having responsibility for issuance of the Bonds, is hereby authorized (a) to I!li make or effect any election, selection, designation, choice, consent, approval, or waiver on behalf of the City with respect to the Bonds as the City is permitted or required to make or give under the federal income tax laws, including, without limitation thereto, any of the elections provided for in Section 148(f)(4)(C) ~~I of the Code or available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting favorable tax treatment or status of the Bonds or interest thereon or assisting compliance with requirements for that purpose, j I I RECORD OF ORDINANCES Dayton Lc~alBlank,[nc. Form No. 30043 55-04 Page 15 Ordinance No. Passed , 20 reducing the burden or expense of such compliance, reducing the rebate amount or payments or penalties, or making payments of special amounts in lieu of making computations to determine, or paying, excess earnings as rebate, or obviating those amounts or payments, as determined by that officer, which action shall be in writing and signed by the officer, (b) to take any and all other actions, make or obtain calculations, make payments, and make or give reports, covenants and certifications of and on behalf of the City, as may be appropriate to assure the exclusion of interest from gross income and the intended tax status of the Bonds, and (c) to give one or more appropriate certificates of the City, for inclusion in the transcript of proceedings for the Bonds, setting forth the reasonable expectations of the City regarding the amount and use of all the proceeds of the Bonds, the facts, circumstances and estimates on which they are based, and other facts and circumstances relevant to the tax treatment of the interest on and the tax status of the Bonds. Each covenant made in this section with respect to the Bonds is also made with respect to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and, if different, the original issue and any refunding issues in a series of refundings), to the extent such compliance is necessary to assure exclusion of interest on the Bonds from gross income or federal income tax purposes, and the officers identified above are authorized to take actions with respect to those issues as they are authorized in this Section to take with respect to the Bonds. Section 9. Call for Redemption Escrow Trustee; Escrow Agreement; Escrow Fund. To provide for the payment of the principal of and interest on the Series 20006 Refunded Bonds, the Director of Finance is hereby authorized and directed for and in the name of the City and on its behalf to execute and deliver to a bank or trust company, designated by the Director of Finance as escrow trustee (the "Escrow Trustee") the Escrow Agreement substantially in the form now on file with the Clerk of Council. The Escrow Fund provided for in the Escrow Agreement is hereby created. The form of Escrow Agreement is approved with such changes therein as are not inconsistent with this Ordinance and not substantially adverse to the City and shall be approved by the officer executing the Escrow Agreement. Approval of such changes and that such changes are not substantially adverse to the City shall be conclusively evidenced by the execution of the Escrow Agreement by that official. Acting pursuant to the Series 20006 Bond Ordinance which authorized the Series 20006 Refunded Bonds, the Series 20006 Refunded Bonds maturing on December 1, 2015 are hereby called for redemption on December 1, 2010 at the redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date, and the Director of Finance is hereby authorized and directed to cause those Series 20006 Refunded Bonds to be called for redemption on December 1, 2010, and arrange for the notice of redemption to be given in accordance with the applicable provisions of the Series 20006 Bond Ordinance. For informational purposes, a certified copy of this Ordinance shall be sent by the Director of Finance to JP Morgan Trust Company, N.A., in Cleveland, Ohio, or its successor, as bond registrar for the Series 20006 Bonds. In order to provide for the payment of (i) the interest on the Series 20006 Refunded Bonds beginning with the first interest payment date for the Series 20006 Refunded Bonds following the delivery of the Bonds through December 1, 2010 and (ii) the principal of the Series 20006 Refunded Bonds to be called for redemption on December 1, 2010, the City covenants and agrees with the Escrow Trustee and with the owners of the Series 20006 Refunded Bonds that RECORD OF ORDINANCES Davwn Legal Blank, [nc. Form No. 30043 Ordinance No. Passed 1 ~ 20 the City will take, and will cause the Escrow Trustee to take, all steps required by the terms of the Escrow Agreement to carry out such payments. The City will provide from the proceeds of the Bonds and other available funds in accordance with this Ordinance, moneys and investments sufficient to pay in full (i) the interest on the Series 20006 Refunded Bonds beginning with the first interest payment date for the Series 20006 Refunded Bonds following the delivery of the Bonds through December 1, 2010 and (ii) the principal of the Series 20006 Refunded Bonds to be called for redemption on December 1, 2010. The City covenants and agrees with the Escrow Trustee and with the owners of the Series 20006 Refunded Bonds that the City will take, and will cause the Escrow Trustee to take, all steps required by the terms of this Ordinance, Section 133.34, Ohio Revised Code, and the Escrow Agreement to carry out such payments so that the Series 20006 Refunded Bonds are not deemed to be outstanding. There shall be delivered to the Escrow Trustee for the Escrow Fund proceeds to be received from the sale of the Bonds and other available funds which shall be invested in United States Treasury Obligations ("Treasury Securities"), State and Local Government Series ("SLG Securities") or other direct obligations of or obligations guaranteed as to both principal and interest of the United States as defined in Section 133.34, Ohio Revised Code, of the United States of America (direct obligations and guaranteed obligations together with the SLG Securities, collectively, the "Securities") and which Securities shall be certified by an independent public accounting firm of national reputation in a written report (the "Verification Report") to be of such maturities or redemption dates and interest of payment dates, and to bear such interest, as will be sufficient together with any moneys in the Escrow Fund to be held in cash as contemplated by the Verification Report without further investment or reinvestment of either the principal amount thereof or the interest earnings therefrom, to cause the Refunded Bonds to be deemed to be not outstanding as provided for in Section 133.34, Ohio Revised Code, and the balance of those proceeds, less any amount thereof, contemplated by the Verification Report to be held in cash in the Escrow Fund, shall be used for the payment of costs related to the refunding and the issuance of the Bonds, and of financing costs. At the direction of the Director of Finance, the Escrow Trustee or the Original Purchaser is authorized to apply and subscribe for SLG Securities on behalf of the City. Further, if the Director of Finance determines that it would be in the best interest of and financially advantageous to the City to purchase Treasury Securities for deposit into the Escrow Fund, the Director of Finance is authorized and directed solicit, or cause the solicitation, of bids for such Treasury Securities. Any such Securities, and moneys, if any, in addition thereto contemplated by the Verification Report to be held in cash, shall be held by the Escrow Trustee in trust and committed irrevocably to the payment of the principal of and interest and redemption premium of the Refunded Bonds. Section 10. Certification and Delivery of Ordinance and Certificate of Award. The Director of Finance is directed to deliver promptly a certified copy of this Ordinance and a copy of the Certificate of Award to the County Auditors of Franklin, Delaware and Union Counties, Ohio as soon as each is available. Section 11. Satisfaction of Conditions for Bond Issuance. This Council determines that all acts and conditions necessary to be performed by the City or to have been met precedent to and in the issuing of the Bonds in order to make them legal, valid and binding general obligations of the City have been RECORD OF ORDINANCES Duy~on Legal Blank. Inc. Forth No. 30043 00.04 Page 17 Ordinance No. Passed 20 performed and have been met, or will at the time of delivery of the Bonds have been performed and have been met, in regular and due form as required by law; that the full faith and credit and general property taxing power (as described in Section 7) of the City are pledged for the timely payment of the debt charges on the Bonds; and that no statutory or constitutional limitation of indebtedness or taxation will have been exceeded in the issuance of the Bonds. Section 12. Compliance with Open Meeting Requirements. This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council and that all deliberations of this Council and of any committees that resulted in those formal actions were in meetings open to the public in compliance with the law. Section 13. Effective Date. This Ordinance is declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety, and welfare of the City, and for the further reason that this Ordinance is required to be immediately effective in order to issue and sell the Bonds, which is necessary to enable the City to take advantage of favorable interest rates; wherefore, this Ordinance shall be in full force and effect immediately upon its passage. Signed: Presiding Officer Attest: L:~i~v~-- ~ ~ Clerk of Council Passed: ~ , 2004 Effective: ~ , 2004 I hereby certify that copies of this Ordinance/Resolution were posted in the City of Dublin in accordance with Section 731.25 of the Ohio Revised Code. uty Clerk of Council, Dublin, Ohio