Resolution 070-20RECORD OF RESOLUTIONS
BARRE:TT BROTHERS - DAYTON, OHIO
70-20
Resolution No.
Passed
A RESOLUTION APPROVING, SOLELY FOR THE
PURPOSE OF SECTION 147(F) OF THE INTERNAL
REVENUE CODE OF 1986, THE ISSUANCE OF
REVENUE LEASE OBLIGATIONS FOR THE BENEFIT OF
OCLC, INC. BY THE COLUMBUS -FRANKLIN COUNTY
FINANCE AUTHORITY AND AUTHORIZING OTHER
DOCUMENTS IN CONNECTION WITH THE ISSUANCE
OF THE OBLIGATIONS.
WHEREAS, OCLC, Inc. ("OCLC"�, an Ohio nonprofit corporation that owns and operates
certain library facilities located within both the City and the jurisdiction of the Columbus -
Franklin County Finance Authority (the "Authority', desires to finance and refinance the
costs of renovation, improvement, acquisition and installation of assets to be used to
provide bibliographic, cataloging, and reference services for libraries located at 6565
Kilgour Place, Dublin, Ohio 43017 (the "Project') pursuant to Section 13 of Article VIII,
Ohio Constitution, and Chapter 4582, Ohio Revised Code (collectively, the "Act's; and
WHEREAS, OCLC has requested that the Authority issue revenue lease obligations
pursuant to the Act in the maximum aggregate face amount not to exceed $89,000,000
(the Obligations) to assist OCLC in financing and refinancing the costs of the Project,
and OCLC is agreeable to making payments to the Authority sufficient to pay all of the
principal of and premium, if any, and interest on the Obligations; and
WHEREAS, the Authority held a public hearing concerning the Obligations, after
publishing notice of the time and place of the public hearing not less than seven (7) days
prior to the public hearing on the Authority's website (a copy of this public hearing notice is
attached hereto and is incorporated herein); and
WHEREAS, the Obligations will not create any pecuniary obligation on the part of the
City or the Authority, and OCLC has agreed to pay all costs associated with the
Obligations;
NOW, THEREFORE, BET RESOLVED by the Council of the City of Dublin, Franklin
County, State of Ohio, I of the elected members concurring, that:
Section 1. This Council, as the "applicable elected representative" of the City for
purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, hereby
approves the issuance of the Obligations by the Authority in the maximum principal
amount of $89,000,000. This approval is given solely for purposes of compliance with
the public approval requirements of said Section 147(f).
Section 2. Any member of this Council, the Director of Law and the Director of Finance
are each separately authorized to execute and deliver on behalf of the City such
certificates, documents and instruments in connection with the City's approval of the
Obligations as may be required, necessary or appropriate, such instruments to be prepared
by and at the expense of OCLC and to be in such form as may be approved by such officer,
which approval shall be conclusively evidenced by the execution thereof by such officer.
Section 3. Compliance with Open Meetings 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 4. Effective Date. This Ordinance shall be in full force and effect on the
earliest date permitted by law.
Form 63__01
RECORD OF RESOLUTIONS
BARRETT BROTHERS - DAYTON, OHIO
used Page 2
Form 6301
7City of Dublin
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: November 24, 2020
Initiated By: Colleen Gilger
Memo
Re: Resolution 70-20, Approving the Issuance of a Revenue Lease Obligation for the
Benefit of OCLC by the Columbus -Franklin County Finance Authority
Background
The Columbus -Franklin County Finance Authority is undertaking a tax-exempt lease financing
arrangement for the benefit of OCLC, which headquartered in Dublin.
OCLC has requested that the CFCFA issue revenue lease obligations not to exceed $89 million to
assist OCLC in financing and refinancing the costs of renovation to its facility, and the
improvement, acquisition and installation of computers, servers, software, and other related
equipment to be used to provide bibliographic, cataloging, and reference services for libraries.
OCLC is agreeable to making payments to the CFCFA sufficient to pay all of the principal of and
premium, if any, and interest on the obligations.
The Internal Revenue Code requires the approval of the applicable elected officials of the
jurisdiction where such a project is located — in this case, the approval of Dublin City Council. The
approval is just that — approving the financing arrangement — and is nothing more.
The City is not issuing the obligations; the City is not in any way responsible for the repayment of
the obligations; and no tax dollars are pledged or involved in this arrangement.
The CFCFA held the required public hearing on Thursday, November 12, 2020. No public
comments were provided. Attached is the public hearing report and related materials including a
summary of the hearing, and the notice of the hearing that was published on the Finance
Authority's website in accordance with the Internal Revenue Code regulations.
Recommendation
Staff is recommending the jurisdictional approval of this financing arrangement between OCLC and
CFCFA on December 7, 2020.
November 13, 2020
To: City Council
City of Dublin, Ohio
The undersigned, the President of the Columbus -Franklin County Finance Authority (the
"Authority"), hereby advises you of the following with respect to the proposed issuance by the
Authority of tax-exempt revenue lease obligations (the "Lease Obligations") pursuant to a
Master Lease -Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project) (the
"Agreement") and one or more Acquisition Schedules (as defined in the Agreement and together
with the Agreement, the "Documents") in a maximum principal amount not to exceed
$89,000,000; and the Authority, for purposes of complying with Section 147(f) of the Internal
Revenue Code of 1986, as amended (the "Code"), requests your approval of the Lease
Obligations:
1. A public hearing concerning the proposed issuance of the Lease Obligations and
the execution and delivery by the Authority of the Documents Was held by the Authority on
Thursday, November 12, 2020, commencing at 8:30 a.m. EST, via toll-free telephone
conference, following reasonable public notice published on November 3, 2020 on the website of
the Authority. A copy of a report regarding the public hearing is attached hereto.
2. The Lease Obligations are being issued by the Authority as qualified 501(c)(3)
bonds under Code Section 145 to assist OCLC, Inc. (the "Sublessee") in the financing and
refinancing of costs of acquiring, equipping or installing personal, or real and personal property,
related to, useful for, or in furtherance of authorized purposes under Chapter 4582, Ohio Revised
Code, being generally research, distribution and commercial facilities including renovation and
improvements to real property, computers, servers and peripheral equipment, computer software,
office systems, furniture and equipment required for utilizing and providing computerized
systems of bibliographic, cataloging, and reference services for libraries and related software (the
"Project"), located within the boundaries of the County of Franklin, Ohio, at 6565 Kilgour Place,
Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081.
3. The Sublessee will be the initial legal owner and principal user of the Project.
4. The above-described financing with respect to the Project will consist of (i) the
issuance by the Authority of the Lease Obligations pursuant to the Documents in a maximum
principal amount not to exceed $30,000,000, and (ii) the issuance by the Authority of the
refinancing Lease Obligations pursuant to the Documents in a maximum principal amount not to
exceed $59,000,000, each of which will be authorized at a meeting of the Board of Directors of
the Authority held on November 18, 2020.
COLUMBUS -FRANKLIN COUNTY FINANCE
AUTHORITY
Jean CarWr Ryan, President
REPORT OF PUBLIC HEARING
The undersigned, President of the Columbus -Franklin County Finance Authority (the
"Authority"), acting on behalf of the Authority, conducted a public hearing on Thursday,
November 12, 2020, at 8:30 a.m. EST, via toll-free telephone conference, with respect to the
proposed issuance by the Authority of tax-exempt revenue lease obligations (the "Lease
Obligations") pursuant to a Master Lease -Purchase and Sublease -Purchase Agreement (OCLC,
Inc. Project) (the "Agreement") and one or more Acquisition Schedules (as defined in the
Agreement and together with the Agreement, the "Documents") in a maximum principal amount
not to exceed $89,000,000, for purposes of complying with Section 147(f) of the Internal
Revenue Code of 1986, as amended (the "Code").
The Lease Obligations are being issued by the Authority as qualified 501(c)(3) bonds
under Code Section 145 to assist OCLC, Inc. (the "Sublessee") in the financing and refinancing
of costs of acquiring, equipping or installing personal, or real and personal, property related to,
useful for, or in furtherance of authorized purposes under Chapter 4582, Ohio Revised Code,
being generally research, distribution and commercial facilities, including renovation and
improvements to real property, computers, servers and peripheral equipment, computer software,
office systems, furniture and equipment required for utilizing and providing computerized
systems of bibliographic, cataloging, and reference services for libraries, and related software
(the "Project"), located within the boundaries of the County of Franklin, Ohio, at 6565 Kilgour
Place, Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081.
Notice of the public hearing was published on the website of the Authority on November
3, 2020. A copy of the notice of public hearing is attached hereto.
At the request of the undersigned, Allison M. Binkley of Squire Patton Boggs (US) LLP
summarized the transaction and the provisions of the published notice.
No written comments were submitted to the Authority in advance of the public hearing.
No comments or questions were presented at the public hearing, and the public hearing
was adjourned.
Dated: November 13. 2020
COLUMBUS -FRANKLIN COUNTY FINANCE
AUTHORITY
_�TAW
Jean Ca66r Ryan, President
NOTICE OF PUBLIC HEARING
Notice is hereby given that on Thursday, November 12, 2020, commencing at 8:30 a.m.
EST, a public hearing will be held via toll-free telephone conference by the Columbus -Franklin
County Finance Authority (the "Authority"). The public hearing will be held with respect to the
proposed execution and delivery by the Authority of tax-exempt bonds (the `Bonds") or a tax-
exempt Master Lease -Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project) and one
or more Acquisition Schedules (the "Lease Documents") in a maximum principal amount not to
exceed $89,000,000 in one or more series pursuant to a plan of finance. The Bonds or Lease
Documents will be issued as qualified 501(c)(3) bonds as defined in Section 145 of the Internal
Revenue Code of 1986, as amended, to assist OCLC, Inc. (the "Company"), a Section 501(c)(3)
organization, with financing or refinancing the renovation, improvement, acquisition and
installation of assets to be used to provide bibliographic, cataloging, and reference services for
libraries (the "Project') in furtherance of authorized purposes under Chapter 4582, Ohio Revised
Code.
The Project is located entirely within the County of Franklin, Ohio, at 6565 Kilgour
Place, Dublin, Ohio 43017 and 4151 Executive Parkway, Suite 150, Westerville, Ohio 43081.
The Bonds or the Lease Documents, as applicable, will be special obligations of the Authority
and will not constitute a debt or a pledge of the faith and credit of the Authority or of the State of
Ohio (the "State") or any other political subdivision of the State, and there will be no right to
have taxes levied by the general assembly of the State or taxing authority of any political
subdivision of the State for any payments under the Bonds or the Lease Documents, as
applicable.
The initial legal owner and principal user of the Project is the Company. Persons wishing
to express their views on the proposed transactions may participate in the hearing by
teleconference or may submit their views in writing. Interested persons wishing to express their
views on the proposed issuance may attend the telephone conference by dialing the toll-free
number 1-(855) 228-1766, followed by passcode 19601244#. Any written submissions should
be sent to the attention of the Board of Directors of the Columbus -Franklin County Finance
Authority, 350 East First Ave, Suite 120, Columbus, OH 43201, Attention: President, Jean Carter
Ryan and clearly marked "Re: Columbus -Franklin County Finance Authority, Master Lease -
Purchase and Sublease -Purchase Agreement (OCLC, Inc. Project)". Written submissions should
be mailed in sufficient time to be received before the hearing date.
By order of the President of the Columbus -Franklin County Finance Authority.
By /s/ Jean Carter Rvan
President, Columbus -Franklin County Finance Authority