53-09 OrdinanceRECORD OF ORDINANCES
Ordinance No. 53 -09
Passed
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND
SALE OF BONDS IN THE MAXIMUM PRINCIPAL AMOUNT
OF $11,750,000 FOR THE PURPOSE OF PAYING THE COSTS
OF IMPROVING THE CITY'S VEHICULAR
TRANSPORTATION SYSTEM, INCLUDING INDUSTRIAL
PARKWAY, S.R. 161 AND LIGGETT ROAD, BY
CONSTRUCTING, RECONSTRUCTING, EXTENDING,
OPENING, WIDENING, GRADING, DRAINING, CURBING,
PAVING AND RESURFACING, AND INSTALLING RELATED
LIGHTING SYSTEMS, RELATED SANITARY SEWER,
STORM SEWER AND WATER IMPROVEMENTS, SIGNAGE
AND SIGNALIZATION, AND ACQUIRING INTERESTS IN
REAL ESTATE THEREFOR, TOGETHER WITH ALL
INCIDENTAL WORK AND RELATED APPURTENANCES
THERETO, AND DECLARING AN EMERGENCY.
WHEREAS, the Director of Finance, as fiscal officer of this City, has certified to this
Council that the estimated life or period of usefulness of the Improvement (as defined in
Section 2) is at least five (5) years and that the maximum maturity of the Bonds described in
Section 2 is at least twenty (20) years.
NOWWRREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, of the elected members concurring, that:
Section 1. Definitions and Intemretation 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 the 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 in excess thereof.
"BABs" means, collectively, Direct Payment BABs and Tax Credit BABs, which are
Build America Bonds within the meaning of Section 54AA(d) of the Code.
"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 5.
"Bond Registrar" means a bank or trust company authorized to do business in the
State of Ohio and designated by the Director of Finance in the Certificate of Award pursuant
to Section 4 as the initial authenticating agent, bond registrar, transfer agent and paying agent
for the Bonds under the Registrar Agreement and until a successor Bond Registrar shall have
become such pursuant to the provisions of the Registrar Agreement and, thereafter, "Bond
Registrar" shall mean the successor Bond Registrar.
"Bonds" means, collectively, the Serial Bonds and the Term Bonds, each as is
designated as such in the Certificate of Award.
"Book entry form" or "book entry system" means a form or system under which (a)
the ownership of book entry interests in Bonds and the principal of and interest on the Bonds
may be transferred only through a book entry, and (b) physical Bond certificates in fully
registered form are issued by the City only to a Depository or its nominee as registered owner,
with the Bonds "immobilized" in the custody of the Depository or its designated agent. The
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Ordinance No. 53 -09 Passed
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book entry maintained by others than the City is the record that identifies the owners of book
entry interests in those Bonds and that principal and interest.
"Certificate of Award' means the certificate authorized by Section 6, to be executed
by the Director of Finance, setting forth and determining those terms or other matters
pertaining to the Bonds and their issuance, sale and delivery as this Ordinance requires or
authorizes to be set forth or determined therein.
"Closing Date" means the date of physical delivery of, and payment of the purchase
price for, the Bonds.
"Code" means the Internal Revenue Code of 1986, the Regulations (whether
temporary or final) under that Code or the statutory predecessor of that Code, and any
amendments of, or successor provisions to, the foregoing and any official rulings,
announcements, notices, procedures and judicial determinations regarding any of the
foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a
Section of the Code includes any applicable successor section or provision and such
applicable Regulations, rulings, announcements, notices, procedures and determinations
pertinent to that Section.
"Continuing Disclosure Certificate" means the certificate authorized by Section 9(c),
to be substantially in the form on file with the Clerk of Council, and which, together with the
agreements of the City set forth in that Section 9(c), shall constitute the continuing disclosure
agreement (the "Continuing Disclosure Agreement") made by the City for the benefit of the
holders and beneficial owners of the Bonds in accordance with the Rule.
"Depository" means any securities depository that is a clearing agency under federal
law operating and maintaining, with its Participants or otherwise, a book entry system to
record ownership of book entry interests in Bonds or the principal of and interest on or Tax
Credits relating to 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.
"Direct Payment" means a credit payment allowed pursuant to Section 54AA(g) of
the Code with respect to Direct Payment BABs that is payable to the City by the United States
Treasury as provided in Section 6431 of the Code.
"Direct Payment BABs" means Bonds that are Build America Bonds within the
meaning of Section 54AA(d) of the Code and that are qualified bonds within the meaning of
Section 54AA(g), the interest on which is includible in gross income for federal income tax
purposes and with respect to which the City shall have made an irrevocable election to receive
one or more Direct Payments.
"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.
"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.
"Principal Payment Dates" means December I in each of the years from and
including 2010 to and including 2029; provided that the first Principal Payment Date may
be advanced up to one year and the last Principal Payment Date may be advanced up to six
years, and further provided that in no case shall the final Principal Payment Date of the
Bonds exceed the maximum maturity limitation 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.
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53 -09 Page 3 of 14
Ordinance No. Passed 20
"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.
"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 Director of Finance in accordance with Section 4.
"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.
"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.
"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.
"Tax Credit" means a credit against federal income tax that is allowed under Section
54AA(a) of the Code to a taxpayer holding a Tax Credit BAB on one or more Interest
Payment Dates.
"Tax Credit BABs" means Bonds that are issued and sold as obligations to which
Section 54AA(a) of the Code applies, the interest on which is includible in gross income for
federal income tax purposes and with respect to which one or more Tax Credits is allowed
under the Code.
"Tax- Exempt Bonds" means Bonds that are issued and sold as obligations to which
Section 103 of the Code applies, the interest on which is excluded from gross income for
federal income tax purposes.
"Tax Status" means the status of Bonds as Tax - Exempt Bonds, Direct Payment BABs
or Tax Credit BABs.
"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 Pumose; 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 $11,750,000 (the "Bonds ") for the purpose of
paying the costs of improving the City's vehicular transportation system, including Industrial
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Ordinance No. 53 -09 passed Page 4 of 14 20
Parkway, S.R. 161 and Liggett Road, by constructing, reconstructing, extending, opening,
widening, grading, draining, curbing, paving and resurfacing, and installing related lighting
systems, related sanitary sewer, storm sewer and water improvements, signage and
signalization, and acquiring interests in real estate therefor, together with all incidental work
and related appurtenances thereto (the "Improvement"). The Bonds shall be issued pursuant
to Chapter 133 of the Ohio Revised Code, the Charter of the City, this Ordinance and the
Certificate of Award.
The aggregate principal amount of Bonds to be issued shall not exceed the maximum
principal amount specified in this Section 2 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 the costs of the Improvement, the estimated 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 as described below) 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. 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 certain financing costs on behalf of the City. Any portion of those
proceeds received by the City (after payment of those financing costs) representing premium
or accrued interest shall be paid into the Bond Retirement Fund.
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 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 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 (as hereinafter defined and described)
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 ") and the principal amount thereof that
shall be payable pursuant to Mandatory Sinking Fund Redemption Requirements (as defined
below) on each Mandatory Redemption Date.
(c) Conditions for Establishment of Interest Rates and Principal Payment Dates
and Amounts The rate or rates of interest per year to be borne by the Bonds, and the
principal amount of Bonds maturing or payable pursuant to Mandatory Sinking Fund
Redemption Requirements (as defined below) on each Principal Payment Date, shall be such
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53 -09
Passed
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that the total principal and interest payments on the Bonds in any fiscal year in which
principal is payable is not more than three times the amount of those payments in any other
fiscal year. 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 10.00% per year.
(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:
(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 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 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 having the same Tax
Status 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 famishing 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 having the same Tax
Status as the Term Bonds so delivered. If the certificate is not timely famished 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
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Ordinance No,
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Passed Page 6 of 14 20
rate and having the same Tax Status 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 having the same Tax Status as
the Term Bonds so delivered, redeemed or purchased and canceled.
(ii) Optional Redemption The Bonds (if any) of the Tax Status, interest
rates and maturities specified in the Certificate of Award shall be subject to optional
redemption by and at the sole option of the City, in whole or in part in integral
multiples of $5,000, on the dates 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 later than
December 1, 2020, and 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 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 (and Tax Status 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 Relating to BABs If any of the
Bonds are designated in the Certificate of Award as BABs, the Director of Finance is
hereby authorized to determine in the Certificate of Award, which determination shall
be made if it is in the best interest of and financially advantageous to the City,
whether any of such Bonds shall be subject to extraordinary optional redemption in
accordance with this paragraph. Any such Bonds identified in the Certificate of
Award as being subject to this paragraph shall be subject to extraordinary optional
redemption prior to maturity, by and at the sole option of the City, in whole or in part
in integral multiples of $5,000, at a price (plus accrued interest to the redemption
date) and on such date or dates to be determined by the Director of Finance in the
Certificate of Award, in the event that the government of the United States of
America evidences, in the sole judgment of the Director of Finance, by action or
failure to act that it will not provide for direct payments to be made to the City in an
amount equal to or greater than thirty -five percent (35 %) of the interest payable on
those Bonds on any Interest Payment Date. 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 (and interest rate within a 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.
(iv) Partial Redempti on . 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 Tax Status 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 Tax Status or Statuses and interest rate or rates selected by
the City. If optional or extraordinary optional redemption of Tern 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 Tenn 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 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
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Ordinance No. 53 -09 Passed Page 7 of 14 20
of a single maturity (or Tax Status and/or interest rate within a maturity if applicable)
are to be redeemed, the selection of Bonds of that maturity (or Tax Status 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, having the same Tax Status 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 3(d) and 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; 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) Tax Status and Related Series Designations lions The respective principal
amounts of the Bonds to be issued as Tax- Exempt Bonds, Direct Payment BABs and Tax
Credit BABs shall be determined by the Director of Finance in the Certificate of Award,
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Passed . 20
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 be assigned to the respective principal amounts of the Bonds to be issued as Tax- Exempt
Bonds, Direct Payment BABs and Tax Credit BABs in the Certificate of Award; provided
that all of such Bonds shall be treated as a single issue for purposes of this Ordinance.
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 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 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 5. 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 3(d) and 9(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
RECORD OF ORDINANCES
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53 -09
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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 Enta 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 if applicable, each 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, which may be the
Bond Registrar; (ii) the book entry interest owners of Bonds in book entry form shall not have
any right to receive Bonds in the form of physical securities or certificates; (iii) ownership of
book entry interests in Bonds in book entry form shall be shown by book entry on the system
maintained and operated by the Depository and its Participants, and transfers of the ownership
of book entry interests shall be made only by book entry by the Depository and its
Participants; and (iv) the Bonds as such shall not be transferable or exchangeable, except for
transfer to another Depository or to another nominee of a Depository, without further action
by the City.
If any Depository determines not to continue to act as a Depository for the Bonds for
use in a book entry system, the Director of Finance may attempt to establish a securities
depository/book entry relationship with another qualified Depository. If the Director of
Finance does not or is unable to do so, the Director of Finance, after making provision for
notification of the book entry interest owners by the then Depository and any other
arrangements deemed necessary, shall permit withdrawal of the Bonds from the Depository,
and shall cause Bond certificates in registered form and Authorized Denominations to be
authenticated by the Bond Registrar and delivered to the assigns of the Depository or its
nominee, all at the cost and expense (including any costs of printing), if the event is not the
result of City action or inaction, of those persons requesting such issuance.
The Director of Finance is hereby authorized and directed, to the extent necessary or
required, to enter into any agreements, in the name and on behalf of the City, that the Director
of Finance determines to be necessary in connection with a book entry system for the Bonds.
Section 6. 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, the provisions of this Ordinance and the Purchase
RECORD OF ORDINANCES
Passed
Ordinance No. 53 -09
Page 10 of 14
Agreement. The Director of Finance is authorized, if it is determined to be in the best interest
of the City, to combine the issue of Bonds with one or more other bond issues of the City into
a consolidated bond issue pursuant to Section 133.30(B) of the 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 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.
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.
Section 7. Provisions for Tax Lew There shall be levied on all the taxable property in the
City, in addition to all other taxes, a direct tax annually during the period the Bonds are
outstanding in an amount sufficient to pay the debt charges on the Bonds when due, which tax
shall not be less than the interest and sinking fund tax required by Section 11 of Article XH 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 the
payment of the debt charges on the Bonds and is appropriated for that purpose, the amount of
the tax shall be reduced by the amount of such money so available and appropriated with the
covenant hereinafter set forth. To the extent necessary, the debt charges on the Bonds shall be
paid from municipal income taxes lawfully available therefor under the Constitution, the 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(B)(7) of the Ohio Revised
Code, to appropriate annually from such municipal income taxes such amount as is necessary
to meet such annual debt charges.
Nothing in the preceding paragraph in any way diminishes the irrevocable pledge of
the full faith and credit and general property taxing power of the City to the prompt payment
of the debt charges on the Bonds.
Section 8. Federal Tax Considerations
(a) Tax - Exempt Bonds The representations and covenants in this subsection (a)
apply only to Bonds of a series issued and sold as Tax- Exempt Bonds.
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 (i) the
Bonds will not (A) constitute private activity bonds or arbitrage bonds under Sections 141 or
148 of the Code or (B) be treated other than as bonds the interest on which is excluded from
gross income under Section 103 of the Code, and (ii) the interest on the Bonds will not be an
RECORD OF ORDINANCES
Ordinance No.
53 -09
Passed Page 11 of 14 zo
item of tax preference under Section 57 of the Code.
The City further covenants that (i) it will take or cause to be taken such actions that
may be required of it for the interest on the Bonds to be and remain Tax- Exempt Bonds, (ii) it
will not take or authorize to be taken any actions that would adversely affect that Tax Status,
and (iii) it, or persons acting for it, will, among other acts of compliance, (A) apply the
proceeds of the Bonds to the governmental purpose of the borrowing, (B) restrict the yield on
investment property, (C) make timely and adequate payments to the federal government, (D)
maintain books and records and make calculations and reports and (E) 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.
(b) BABs. The representations and covenants in this subsection (b) apply only to
Bonds of a series issued and sold as Direct Payment BABs or Tax Credit BABs.
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 the
Bonds will qualify as Direct Payment BABs or Tax Credit BABs, as applicable, under the
applicable provisions of Section 54AA of the Code.
The City fiuther covenants that (i) it will take or cause to be taken such actions that
may be required of it for the Bonds to qualify and remain qualified as Direct Payment BABs
or Tax Credit BABs, as applicable, including, but not limited to, making an irrevocable
election for the Bonds to be Direct Payment BABs or Tax Credit BABs, as applicable, (ii) it
will not take or authorize to be taken any actions that would adversely affect that Tax Status,
including, but not limited to, allowing the sale of a Bond with more than a de minimus
amount (determined under rules similar to those of Section 1273(a)(3) of the Code) of
premium over the stated principal amount of the Bonds, and (iii) it, or persons acting for it,
will, among other acts of compliance, (A) apply the proceeds of the Bonds to the
governmental purpose of the borrowing, (B) restrict the yield on investment property, (C)
make timely and adequate payments to the federal government, (D) maintain books and
records and make calculations and reports and (E) 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 Tax Status under Section 54AA of the Code.
(c) Further Actions The Director of Finance or any other officer of the City
having responsibility for issuance of the Bonds is hereby authorized (i) to 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 to or required to make or give under the
federal income tax laws, including, without limitation thereto, the election to issue a portion
of the Bonds as Direct Payment BABs or Tax Credit BABs, as applicable, and any of the
elections provided for in Section 54AA, 148(0(4)(C), 14000 -1 or 14000 -2 of the Code or
available under Section 148 of the Code, for the purpose of assuring, enhancing or protecting
favorable tax treatment or Tax Status of the Bonds or interest thereon or an entitlement to Tax
Credits or Direct Payments relating thereto, 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 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 Tax- Exempt Bonds, which action shall
be in writing and signed by the officer, (ii) 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 intended Tax Status of the Bonds or the
City's entitlement to receive one or more Direct Payments, and (iii) 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 Direct
Payments or Tax Credits relating to the Bonds and the Tax Status of the Bonds. The Director
of Finance or any other officer of the City having responsibility for issuance of the Bonds is
specifically authorized to designate Tax- Exempt Bonds as "qualified tax- exempt obligations"
if such designation is applicable and desirable, and to make any related necessary
representations and covenants.
RECORD OF ORDINANCES
Ordinance No
53 -09
Passed Page 12 of 14 20
Section 9. Official Statement, Rating, Bond Insurance and Continuing Disclosure
(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, and make or authorize
modifications, completions or changes of or supplements to, a disclosure document in the
form of an official statement relating to the original issuance 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, 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 the MSRB (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 the MSRB, 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
Continuing Disclosure Agreement, and of the termination of the Continuing
Disclosure Agreement.
The City further agrees that all documents provided to the MSRB shall be in the form
and accompanied by identifying information as prescribed by the MSRB.
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
RECORD OF ORDINANCES
Ordinance No.
53 -09
Passed P age 13 of 14 20
,� ,00411
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
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 City reserves the right to amend its Continuing Disclosure Agreement, and to
obtain the waiver of noncompliance with any provision of the Continuing Disclosure
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 Continuing Disclosure 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 applicable amendments to or official 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 Continuing Disclosure 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 Continuing
Disclosure 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 Continuing
Disclosure 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) of the 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.
Section 10. Bond Counsel The legal services of the law firm of Squire, Sanders &
Dempsey L.L.P. 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
RECORD OF ORDINANCES
Ordinance No.
Inc.
53 -09
Passed Page 14 of 14 20
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 11. Certification and Delivery of Ordinance and Certificate of Award The Clerk
of Council is directed to promptly deliver a certified copy of this Ordinance and an
executed copy of the Certificate of Award to the County Auditors of Delaware County,
Ohio, Franklin County, Ohio, and Union County, Ohio.
Section 12. Satisfaction of Conditions for Bond Issuance This Council determines that all
acts and conditions necessary to be performed by the City or to have been met precedent to
and in the issuing of the Bonds in order to make them legal, valid and binding general
obligations of the City have been performed and have been met, or will at the time of delivery
of the Bonds have been performed and have been met, in regular and due form as required by
law; that the full faith and credit and general property taxing power (as described in Section 7)
of the City are pledged for the timely payment of the debt charges on the Bonds; and that no
statutory or constitutional limitation of indebtedness or taxation will have been exceeded in
the issuance of the Bonds.
Section 13. 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 its
committees and that all deliberations of this Council and of any 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 14. 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 enter into contracts for the construction of the Improvement; wherefore, this
Ordinance shall be in full force and effect immediately upon its passage.
Signed:
Mayor - Presiding fficer
Attest: p
Clerk of Council
Passed: / 9 2009
Effective: VC1`0L6!° J 9 , 2009
FISCAL OFFICER'S CERTIFICATE
To the City Council of the City of Dublin, Ohio:
As fiscal officer of the City of Dublin, Ohio, I certify in connection with your proposed
issue of bonds in the maximum principal amount of $11,750,000 (the "Bonds "), to be issued for the
purpose of paying the costs of improving the City's vehicular transportation system, including
Industrial Parkway, S.R. 161 and Liggett Road, by constructing, reconstructing, extending, opening,
widening, grading, draining, curbing, paving and resurfacing, and installing related lighting systems,
related sanitary sewer, storm sewer and water improvements, signage and signalization, and
acquiring interests in real estate therefor, together with all incidental work and related appurtenances
thereto (the "Improvement"), that:
1. The estimated life or period of usefulness of the Improvement is at least five years.
2. The maximum maturity of the Bonds, calculated in accordance with Section 133.20
of the Ohio Revised Code, is at least twenty (20) years.
Dated: October i ' 2009
Director of Finance
City of Dublin, Ohio
CITY OF DUBLIN_
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614410 -4490
To: Members of Dublin City Council
From: Terry Foegler, City Manager - rr /
Date: October 15, 2009 d
Initiated By: Marsha Grigsby, Deputy City Manager /Director of Finance
Bryan Thurman, Deputy Director of Finance
Memo
Re: Ordinances 53 -09 through 57 -09, Providing for the Issuance and Sale of Bonds
and Refinancing of Existing Debt
Summary
Ordinances 53 -09 through 55 -09 authorize the issuance of bonds to provide revenue to fund current
projects, and Ordinances 56 -09 and 57 -09 provide for the refinancing of existing debt to reduce the
City's future interest costs by an estimate of approximately $2 million through 2020.
At the October 5, 2009 Council meeting, staff indicated that an evaluation was taking place of the
refinancing of the existing 2001 bond issue, and that staff may present additional legislation on
October 19 to authorize the issuance and sale of bonds to refund that issue. Ordinance 61 -09 has
been prepared to provide for the refunding of the 2001 bond issue and is included on Council's
October 19, 2009 meeting agenda.
On the afternoon of October 5, 2009, rating agency conference calls were completed with both
Moody's Investors Service and Fitch Ratings. Staff has received a preliminary report from both
Moody's and Fitch confirming the City's Aaa and AAA ratings, respectively, and anticipates
receiving the final reports prior to the October 19 Council meeting. As Council is aware, Moody's
Aaa rating and Fitch's AAA rating are the highest ratings available from both agencies and will
allow the City to obtain the lowest interest rates on the debt issued.
As highlighted at the October 5, 2009 Council meeting, a Request for Proposal was sent to five
firms that provide underwriting services. Their proposals have been evaluated by staff and Matt
Stuczynski, the City's financial advisor, and the selection of the firms has been completed. We
have designated Stifel Nicolaus as the Senior Manager and NatCity Investments,Inc./PNC Capital
Markets LLC and Robert W. Baird & Co. as Co- Managers.
The new money issues, Ordinance 53 -09 through 55 -09, allow for Build America Bonds (BABs) to
be issued. As highlighted previously, this program was included in the American Recovery and
Reinvestment Act and provides an additional option to the tax- exempt bonds traditionally issued by
the City. We will evaluate the option of issuing BABs, taking into account the interest costs of tax -
exempt bonds as compared to the net interest cost of BABs -- the interest costs less the 35% subsidy
to be received from the Federal government. In addition to the interest costs comparisons,
Ordinances 53 -09 through 57 -09 - Providing for Issuance and Sale of Bonds, Refinancing of Existing Debt
October 15, 2009
Page 2 of 2
consideration will be given to the added complexities of dealing with the Federal government and
the potential of the program being modified during the life of the bonds.
Based on the low interest rate environment and the potential uncertainties of the BABs, current
discussions have focused on the issuance of traditional tax- exempt bonds. Staff will continue
discussions with our bond counsel, financial advisor and underwriters and make the final
determination once the interest rates for both the tax- exempt bonds and the BABs have been
negotiated. In instances where BABs have been issued, it has been, for the most part, in
combination with tax- exempt interest bonds. The tax- exempt interest rates have remained more
favorable in the early years of the bond issues, with the BABs being more favorable in the later
years of the issues. All of the underwriting proposals received recommended that BABs be
evaluated based on the potential to receive a lower net interest cost.
Staff is currently planning to price the bonds sometime between October 21 and the end of the
month. We will be working with our financial advisor, bond counsel and underwriters to determine
the actual pricing date. We plan to close on the bond issues in early November.
Recommendation
Staff recommends that Ordinances 53 -09 through 57 -09 be passed as emergency legislation at the
second reading/public hearing on October 19, 2009 permitting the prompt issuance and sale of the
bonds to take advantage of the favorable interest rates.
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
CITY OF DUBLIN_ Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490 Memo
To: Members of Dublin City Council
From: Terry Foegler, City Manager m /
Date: October 1, 2009
Initiated By: Marsha Grigsby, Deputy City Manager/Director of Finance
Bryan Thurman, Deputy Director of Finance
Re: Ordinances 53 -09 through 57 -09 -Providing for the Issuance and Sale of Bonds
Summary
Ordinances 53 -09 through 55 -09 authorize the issuance of bonds to provide revenue to fund current
projects, and Ordinances 56 -09 and 57 -09 provide for the refinancing of existing debt to reduce the
City's future interest costs by an estimate of approximately $2 million through 2020.
As discussed during the recent City Council workshops for the 2010 -2014 Capital Improvements
Program (CIP), proceeds from debt were programmed as the revenue source to fund a portion of
several current capital projects. The bond proceeds authorized by Ordinances 53 -09 through 55 -09
will be utilized for the following projects:
Ordinance 53 -09 will provide funding up to $11.75 million to reimburse the General Fund
for advances previously made to the COIC Improvement Fund for the acquisition of rights -
of -way and easements and for construction costs associated with the relocation of Industrial
Parkway, the improvement of S.R. 161 from the exit ramp on the west side of the U.S.
33 /S.R. 161 /Post Road interchange to just east of Cosgray Road, and the relocation of
Liggett Road.
Of the $9 million advanced from the General Fund to the COIC Improvement Fund in
December 2008 for acquisition of rights -of -way and easements, $5.9 million was for the
above- referenced projects, and that portion of the advance will be repaid when the bonds
authorized by this legislation are issued. The remaining outstanding advance of $3.1 million
was utilized for acquisitions related directly to the interchange project and will be repaid in
2010 and 2011 as programmed in the 2010 -2014 CIP.
The remaining bond proceeds of up to $5.85 million will be utilized for construction costs
for the relocation of Industrial Parkway and the improvements to S.R. 161. The difference
between the total construction costs and the bond proceeds will be funded from grants and
the existing balance in the COIC Improvement Fund. The grant funding includes: $1
million from the American Recovery and Reinvestment Act (ARRA); $200,000 from a 629
Roadway grant awarded to Union County for this project; and $297,600 in Job Ready Sites
grant funding for the improvements to S.R. 161.
Memo re. Ordinances 53 -09 through 57 -09
October 1, 2009
Page 2 of 3
• Ordinance 54 -09 will provide funding to reimburse the Sewer Fund for the advance made in
April 2009 for the project to line sanitary sewer lines. The debt proceeds will provide
sufficient funds to complete the sanitary sewer lines identified to be completed in 2009,
2010 and for the City's share of the 36" Dublin Road trunk line that will be lined as a result
of being awarded ARRA funding for the project. The issuance of debt allows the City to
accelerate the lining project and to retire the debt over a period of 20 years. The lining will
extend the life of the lines by 30 to 50 years.
• Ordinance 55 -09 will provide funding to reimburse the Water Fund for the advance made in
December 2008 for the construction of the Darree Fields storage tank.
The bonds authorized by Ordinances 53 -09 through 55 -09 will be issued for a 20 -year period and
are currently estimated to have a net interest cost of 3.29 %.
The Ordinances also provide authorization for the City to issue Build America Bonds (BABs). This
program was included in the American Recovery and Reinvestment Act and provides for
municipalities to issue taxable bonds and receive a Federal government subsidy equal to 35% of the
interest costs. Traditionally, municipalities issue tax - exempt bonds that pay a lower rate of interest
because the interest income paid to the buyer is exempt from federal and state taxes.
BABs provide for government entities to issue bonds that pay interest rates that are competitive
with rates paid by corporations. The BABs are attractive to entities that pay no U.S. income taxes
(pension plans and foreign investors) as well as to investors seeking high rates of interest income.
Staff will evaluate the option of issuing BABs, taking into account the interest costs of tax - exempt
bonds as compared to the net interest cost of BABs -- the interest costs less the 35% subsidy to be
received from the Federal government. hi addition to the interest costs comparisons, consideration
will be given to the added complexities of dealing with the Federal government and the potential of
the program being modified during the life of the bonds.
As part of the debt administration function, staff continually evaluates opportunities to refinance
existing outstanding bonds. Based on the current market interest rates and the opportunity to
consolidate a refinancing with a new money issue, Ordinances 56 -09 and 57 -09 provide for the
refinancing of the 1998 bond issues and the 2019 and 2020 term bonds from the 2000 bond issues.
Ordinance 56 -09 provides authority for the refinancing of the unvoted portion of both previous
issues, and Ordinance 57 -09 provides for the refinancing of the voted portion of both bond issues.
There are two advantages to refinancing: 1) to reduce interest costs as a result of the interest rates
available in the market; and 2) to restructure the issue, usually undertaken to remove burdensome or
restrictive covenants imposed by the terms of the bond issue. Based on the current favorable
interest rates, the refundings authorized by Ordinances 56 -09 and 57 -09 will reduce the City's
interest costs over the remaining life of the bonds.
In determining whether or not to proceed with a refunding of outstanding bonds, the present value
savings of the bonds being refunded or refinanced are estimated. The general "rule of thumb" is
that the present value savings should be at least 3 to 5 percent. Based on interest rate assumptions
Memo re. Ordinances 53 -09 through 57 -09
October 1, 2009
Page 3 of 3
as of September 23, 2009, the percentage of savings for the bonds being refunded by Ordinance 56-
09 is estimated at approximately 7.9 %; for the bonds being refunded by Ordinance 57 -09, the
percentage is estimated at approximately 9.6 %. The actual savings for both refundings is estimated
to be in excess of $2 million. This information is subject to change based on the actual interest rates
received.
Staff is currently scheduling discussions with the rating agencies, Moody's Investors Service and
Fitch Ratings for early October, pricing the week of October 19 and closing in early November.
A hard copy of the most current Preliminary Official Statement, a document investors use to review
and evaluate the City and it creditworthiness, is available in the Clerk of Council's office and the
Council Planning Room. The Official Statement will be finalized once staff has received the bond
rating from the rating agencies.
Recommendation
Staff is recommending that Ordinances 53 -09 through 57 -09 be passed as emergency legislation at
the second reading /public hearing on October 19, 2009.