Ordinance 43-12RECORD OF ORDINANCES
Blank, Inc.
Ordinance No. 43 12- Passed 20
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF
BONDS IN THE MAXIMUM PRINCIPAL AMOUNT OF $2,700,000
FOR THE PURPOSE OF PAYING THE COSTS OF IMPROVING
THE MUNICIPAL SEWER SYSTEM BY REPAIRING AND
RELINING SEWER LINES, TOGETHER WITH ALL INCIDENTAL
WORK AND RELATED APPURTENANCES THERETO.
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; and
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, 7 of the elected members concurring, that:
Section 1. Definitions and Interpretation In addition to the words and terms elsewhere
defined in this Ordinance, unless the context or use clearly indicates another or different
meaning or intent:
"Authorized Denominations" means the denomination of $5,000 or any integral
multiple in excess thereof.
"Bond Proceedings" means, collectively, this Ordinance, the Certificate of Award,
the Continuing Disclosure Agreement, the Purchase Agreement, the Registrar Agreement
and such other proceedings of the City, including the Bonds, that provide collectively for,
among other things, the rights of holders and beneficial owners of the Bonds.
"Bond Register" means all books and records necessary for the registration,
exchange and transfer of Bonds as provided in Section 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 beneficial 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 certificates deposited with and maintained 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 beneficial interests in those Bonds and that principal and interest.
"Certificate ofAward" 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
RECORD OF ORDINANCES
43 -12
Ordinance No.
Page 2 of 13
Passed 20_
amendments of, or successor provisions to, the foregoing and any official rulings,
announcements, notices, procedures and judicial determinations regarding any of the
foregoing, all as and to the extent applicable. Unless otherwise indicated, reference to a
Section of the Code includes any applicable successor section or provision and such
applicable Regulations, rulings, announcements, notices, procedures and determinations
pertinent to that Section.
"Continuing Disclosure Agreement" means the Continuing Disclosure Agreement
which shall constitute the continuing disclosure agreement made by the City for the benefit
of the holders and beneficial owners of the Bonds in accordance with the Rule, as it may be
modified from the form on file with the Clerk of Council and executed by the City Manager
and the Director of Finance in accordance with Section 9(c).
"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 beneficial 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.
"Interest Payment Dates" means June 1 and December 1 of each year that the
Bonds are outstanding, commencing on the date specified in the Certificate of Award.
"Mandatory Redemption Date" shall have the meaning set forth in Section 3(b).
"Mandatory Sinking Fund Redemption Requirements" shall have the meaning set
forth in Section 3(e)(i).
"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 June 1 in each of the years from and including
2013 to and including 2032; provided that the first Principal Payment Date and the last
Principal Payment Date may each be advanced up to one year if the Director of Finance
determines in the Certificate of Award that such advancement shall 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 City Manager and 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 City Manager and 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.
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Ordinance No. Passed 20
"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.
"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 $2,700,000 (the "Bonds") for the purpose of
paying the costs of improving the municipal sewer system by repairing and relining sewer
lines, 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, estimates of the financing costs and the
interest rates on the Bonds.
The proceeds from the sale of the Bonds received by the City (or withheld by the
Original Purchaser on behalf of the City) shall be paid into the proper fund or funds, and
those proceeds are hereby appropriated and shall be used for the purpose for which the
Bonds are being issued, including without limitation but only to the extent not paid by
others, the payment of the costs of issuing and servicing the Bonds, printing and delivery of
the Bonds, legal services including obtaining the approving legal opinion of bond counsel,
any financial advisor, paying agent, rating agency fees and expenses, any fees or premiums
relating to municipal bond insurance or other security arrangements determined necessary
by the Director of Finance, and all other financing costs (as defined in Section 133.01 of the
Ohio Revised Code) and costs incurred incidental to those purposes. The Certificate of
Award and the Purchase Agreement may authorize the Original Purchaser to withhold
certain proceeds from the purchase price of the Bonds to provide for the payment of
financing costs related to the Bonds on behalf of the City. Any portion of those proceeds
received by the City representing premium (after payment of any financing costs identified
in the Certificate of Award) shall be used to pay costs of the Improvement and/or be paid
into the Bond Retirement Fund, with such determination being made by the Director of
Finance in the Certificate of Award, consistent with the Director of Finance's determination
of the best interest of and financial advantages to the City. Any portion of those proceeds
received by the City representing accrued interest shall be paid into the Bond Retirement
Fund.
Section 3. Denominations; Dating,; Principal and Interest Payment and Redempti on
Provisions The Bonds shall be issued in one lot and only as fully registered bonds, in
Authorized Denominations, but in no case as to a particular maturity date exceeding the
principal amount maturing on that date. The Bonds shall be dated as provided in the
Certificate of Award; provided that their dated date shall not be more than sixty (60) days
prior to the Closing Date.
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Ordinance No.
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Page 4 of 13
Passed 20
(a) Interest Rates and Payment Dates The Bonds shall bear interest at the rate
or rates per year (computed on the basis of a 360 day year consisting of 12 30 -day months)
as shall be determined by the Director of Finance, subject to subsection (c) of this Section,
in the Certificate of Award. Interest on the Bonds shall be payable at such rate or rates on
the Interest Payment Dates until the principal amount has been paid or provided for. The
Bonds shall bear interest from the most recent date to which interest has been paid or
provided for or, if no interest has been paid or provided for, from their date.
(b) Principal Payment Schedule The Bonds shall mature or be payable
pursuant to Mandatory Sinking Fund Redemption Requirements on the Principal Payment
Dates in principal amounts as shall be determined by the Director of Finance, subject to
subsection (c) of this Section, in the Certificate of Award, which determination shall be in
the best interest of and financially advantageous to the City.
Consistent with the foregoing and in accordance with the determination of the best
interest of and financial advantages to the City, the Director of Finance shall specify in the
Certificate of Award (i) the aggregate principal amount of Bonds to be issued as Serial
Bonds, the Principal Payment Date or Dates on which those Bonds shall be stated to mature
and the principal amount thereof that shall be stated to mature on each such Principal
Payment Date and (ii) the aggregate principal amount of Bonds to be issued as Term Bonds,
the Principal Payment Date or Dates on which those Bonds shall be stated to mature, the
principal amount thereof that shall be stated to mature on each such Principal Payment
Date, the Principal Payment Date or Dates on which Term Bonds shall be subject to
mandatory sinking fund redemption (each a "Mandatory Redemption Date ") 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 hrterest Rates and Principal Payment Dates
and Amounts The rate or rates of interest per year to be home by the Bonds, and the
principal amount of Bonds maturing or payable pursuant to Mandatory Sinking Fund
Redemption Requirements on each Principal Payment Date, shall be such 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 cost for the Bonds determined by taking into account the respective principal
amounts of the Bonds and terms to maturity or Mandatory Sinking Fund Redemption
Requirements of those principal amounts of Bonds shall not exceed 6.00 %.
(d) Payment of Debt Charges The debt charges on the Bonds shall be payable
in lawful money of the United States of America without deduction for the services of the
Bond Registrar as paying agent. Principal of and any premium on the Bonds shall be
payable when due upon presentation and surrender of the Bonds at the designated corporate
trust office of the Bond Registrar. Interest on a Bond shall be paid on each Interest Payment
Date by check or draft mailed to the person in whose name the Bond was registered, and to
that person's address appearing, on the Bond Register at the close of business on the 15'
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
RECORD OF ORDINANCES
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Ordinance No.
43 -12
Page 5 of 13
Passed 20
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 as the Term Bonds so
delivered. That option shall be exercised by the City on or before the 45 h 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 as the Term Bonds so delivered. If the
certificate is not timely furnished to the Bond Registrar, the current Mandatory
Sinking Fund Redemption Requirement (and corresponding mandatory redemption
obligation) shall not be reduced. A credit against the then current or any subsequent
Mandatory Sinking Fund Redemption Requirement (and corresponding mandatory
redemption obligation), as specified by the Director of Finance, also shall be
received by the City for any Term Bonds which prior thereto have been redeemed
(other than through the operation of the applicable Mandatory Sinking Fund
Redemption Requirements) or purchased for cancellation and canceled by the Bond
Registrar, to the extent not applied theretofore as a credit against any Mandatory
Sinking Fund Redemption Requirement, for Term Bonds stated to mature on the
same Principal Payment Date and bearing interest at the same rate 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 Tema Bonds stated to mature on the same Principal
Payment Date and bearing interest at the same rate as the Tenn Bonds so delivered,
redeemed or purchased and canceled.
(ii) Optional Redemption The Bonds of the maturities and interest rates
specified in the Certificate of Award (if any are so specified) shall be subject to
optional redemption by and at the sole option of the City, in whole or in part in
integral multiples of $5,000, on the dates and at the redemption prices (expressed as
a percentage of the principal amount to be redeemed), plus accrued interest to the
redemption date, to be determined by the Director of Finance in the Certificate of
Award; provided that the redemption price for any optional redemption date shall
not be greater than 103 %.
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
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43 -12 Page 6 of 13
Ordinance No. Passed 20
Redemption Date applicable to those Term Bonds, the Term Bonds, or portions
thereof, to be redeemed optionally shall be selected by lot prior to the selection by
lot of the Term Bonds of the same maturity (and interest rate within a maturity if
applicable) 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 the City by passage of an ordinance or
adoption of a resolution. That notice shall specify the redemption date and the
principal amount of each maturity (and 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) 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 (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 interest rate or rates selected
by the City. If fewer than all of the Bonds of a single maturity (or interest rate
within a maturity if applicable) are to be redeemed, the selection of Bonds of that
maturity (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 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 15 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,
RECORD OF ORDINANCES
Ordinance No
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Page 7 of 13
Passed 20
43 -12
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 home 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.
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 Chapter 133 of the Ohio Revised
Code, the Charter of the City, this Ordinance and the Certificate of Award.
The Director of Finance is hereby authorized to designate in the Certificate of
Award a bank or trust company authorized to do business in the State of Ohio to act as the
initial Bond Registrar. The City Manager and the Director of Finance shall sign and
deliver, in the name and on behalf of the City, the Registrar Agreement between the City
and the Bond Registrar, in substantially the form as is now on file with the Clerk of
Council. The Registrar Agreement is approved, together with any changes or amendments
that are not inconsistent with this Ordinance and not substantially adverse to the City and
that are approved by the City Manager and the Director of Finance on behalf of the City, all
of which shall be conclusively evidenced by the signing of the Registrar Agreement or
amendments thereto. The Director of Finance shall provide for the payment of the services
rendered and for reimbursement of expenses incurred pursuant to the Registrar Agreement,
except to the extent paid or reimbursed by the Original Purchaser in accordance with the
Certificate of Award and the Purchase Agreement, from the proceeds of the Bonds to the
extent available and then from other money lawfully available and appropriated or to be
appropriated for that purpose.
No Bond shall be valid or obligatory for any purpose or shall be entitled to any
security or benefit under the Bond Proceedings unless and until the certificate of
authentication printed on the Bond is signed by the Bond Registrar as authenticating agent.
Authentication by the Bond Registrar shall be conclusive evidence that the Bond so
authenticated has been duly issued, signed and delivered under, and is entitled to the
security and benefit of, the Bond Proceedings. The certificate of authentication may be
signed by any authorized officer or employee of the Bond Registrar or by any other person
acting as an agent of the Bond Registrar and approved by the Director of Finance on behalf
of the City. The same person need not sign the certificate of authentication on all of the
Bonds.
RECORD OF ORDINANCES
Ordinance No.
43 -12 Page 8 of 13
Passed
Section 5. Registration; Transfer and Exchange; Book E= System
20
(a) Bond Re 'ester 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 Exchan ge . Any Bond may be exchanged for Bonds of any
Authorized Denomination upon presentation and surrender at the designated corporate trust
office of the Bond Registrar, together with a request for exchange signed by the registered
owner or by a person legally empowered to do so in a form satisfactory to the Bond
Registrar. A Bond may be transferred only on the Bond Register upon presentation and
surrender of the Bond at the designated corporate trust office of the Bond Registrar together
with an assignment signed by the registered owner or by a person legally empowered to do
so in a form satisfactory to the Bond Registrar. Upon exchange or transfer the Bond
Registrar shall complete, authenticate and deliver a new Bond or Bonds of any Authorized
Denomination or Denominations requested by the owner equal in the aggregate to the
unmatured principal amount of the Bond surrendered and bearing interest at the same rate
and maturing on the same date.
If manual signatures on behalf of the City are required, the Bond Registrar shall
undertake the exchange or transfer of Bonds only after the new Bonds are signed by the
authorized officers of the City. In all cases of Bonds exchanged or transferred, the City
shall sign and the Bond Registrar shall authenticate and deliver Bonds in accordance with
the provisions of the Bond Proceedings. The exchange or transfer shall be without charge
to the owner, except that the City and Bond Registrar may make a charge sufficient to
reimburse them for any tax or other governmental charge required to be paid with respect to
the exchange or transfer. The City or the Bond Registrar may require that those charges, if
any, be paid before the procedure is begun for the exchange or transfer. All Bonds issued
and authenticated upon any exchange or transfer shall be valid obligations of the City,
evidencing the same debt, and entitled to the same security and benefit under the Bond
Proceedings as the Bonds surrendered upon that exchange or transfer. Neither the City nor
the Bond Registrar shall be required to make any exchange or transfer of (i) Bonds then
subject to call for redemption between the 15 day preceding the mailing of notice of Bonds
to be redeemed and the date of that mailing, or (ii) any Bond selected for redemption, in
whole or in part.
(c) Book Entry System Notwithstanding any other provisions of this
Ordinance, if the Director of Finance determines in the Certificate of Award that it is in the
best interest of and financially advantageous to the City, the Bonds may be issued in book
entry form in accordance with the following provisions of this Section.
The Bonds may be issued to a Depository for use in a book entry system and, if and
as long as a book entry system is utilized: (i) the Bonds may be issued in the form of a
single, fully registered Bond representing each maturity, and, if applicable, each interest rate
within a maturity, and registered in the name of the Depository or its nominee, as registered
owner, and immobilized in the custody of the Depository or its designated agent for that
purpose, which may be the Bond Registrar; (ii) the beneficial owners of Bonds in book
entry form shall have no right to receive Bonds in the form of physical securities or
certificates; (iii) ownership of beneficial interests in book entry form shall be shown by
book entry on the system maintained and operated by the Depository and its Participants,
RECORD OF ORDINANCES
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Ordinance No.
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Passed . 20—
and transfers of the ownership of beneficial interests shall be made only by book entry by
the Depository and its Participants; and (iv) the Bonds as such shall not be transferable or
exchangeable, except for transfer to another Depository or to another nominee of a
Depository, without further action by the City.
If any Depository determines not to continue to act as a Depository for the Bonds
for use in a book entry system, the Director of Finance may attempt to establish a securities
depository/book entry relationship with another qualified Depository. If the Director of
Finance does not or is unable to do so, the Director of Finance, after making provision for
notification of the beneficial owners by the then Depository and any other arrangements
deemed necessary, shall permit withdrawal of the Bonds from the Depository, and shall
cause Bond certificates in registered form and Authorized Denominations to be
authenticated by the Bond Registrar and delivered to the assignees 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 the 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 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 City Manager and the Director of Finance shall sign and deliver, in the name
and on behalf of the City, the Purchase Agreement between the City and the Original
Purchaser, in substantially the form as is now on file with the Clerk of Council, providing
for the sale to, and the purchase by, the Original Purchaser of the Bonds. The Purchase
Agreement is approved, together with any changes or amendments that are not inconsistent
with this Ordinance and not substantially adverse to the City and that are approved by the
City Manager and the Director of Finance on behalf of the City, all of which shall be
conclusively evidenced by the signing of the Purchase Agreement or amendments thereto.
The Mayor, the City Manager, the Director of Finance, the Director of Law, the
Clerk of Council and other City officials, as appropriate, each are authorized and directed to
sign any transcript certificates, financial statements and other documents and instruments
and to take such actions as are necessary or appropriate to consummate the transactions
contemplated by this Ordinance.
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
RECORD OF ORDINANCES
Dayton Legal Blank, Inc.
43 -12
Page 10 of 13
No. Passed 20
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 net revenues from the City's municipal sewer system are
available for the payment of the debt charges on the Bonds and are appropriated for that
purpose, the tax shall be reduced by the amount of such net revenues so available and
appropriated.
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, and to the
extent not paid from net revenues of the City's municipal sewer system, 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 and
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 two preceding paragraphs 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 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) constitute private activity bonds or
arbitrage bonds under Sections 141 or 148 of the Code or (ii) be treated other than as bonds
the interest on which is excluded from gross income under Section 103 of the Code, and (b)
the interest on the Bonds will not be an item of tax preference under Section 57 of the Code.
The City further covenants that (a) it will take or cause to be taken such actions that
may be required of it for the interest on the Bonds to be and remain excluded from gross
income for federal income tax purposes, (b) it will not take or authorize to be taken any
actions that would adversely affect that exclusion, and (c) it, or persons acting for it, will,
among other acts of compliance, (i) apply the proceeds of the Bonds to the governmental
purpose of the borrowing, (ii) restrict the yield on investment property, (iii) make timely
and adequate payments to the federal government, (iv) maintain books and records and
make calculations and reports and (v) refrain from certain uses of those proceeds, and, as
applicable, of property financed with such proceeds, all in such manner and to the extent
necessary to assure such exclusion of that interest under the Code.
The Director of Finance or any other officer of the City having responsibility for
issuance of the Bonds is hereby authorized (a) to make or effect any election, selection,
designation, choice, consent, approval, or waiver on behalf of the City with respect to the
Bonds as the City is permitted to or required to make or give under the federal income tax
laws, including, without limitation thereto, any of the elections available under Section 148
of the Code, for the purpose of assuring, enhancing or protecting favorable tax treatment or
status of the Bonds or interest thereon or assisting compliance with requirements for that
purpose, reducing the burden or expense of such compliance, reducing the rebate amount or
payments or penalties with respect to the Bonds, or making payments of special amounts in
RECORD OF ORDINANCES
Dayton Legal Blank, Inc.
Ordinance No.
43 -12
Page 11 of 13
Passed 20
lieu of making computations to determine, or paying, excess earnings as rebate, or obviating
those amounts or payments with respect to the Bonds, which action shall be in writing and
signed by the officer, (b) to take any and all other actions, make or obtain calculations,
make payments, and make or give reports, covenants and certifications of and on behalf of
the City, as may be appropriate to assure the exclusion of interest from gross income and
the intended tax status of the 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.
The Director of Finance or any other officer of the City having responsibility for issuance of
the Bonds is specifically authorized to designate the Bonds as "qualified tax - exempt
obligations" if such designation is applicable and desirable, and to make any related
necessary representations and covenants.
Section 9. Official Statement, Rating, Bond Insurance and Continuina 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 to provide or
cause to be provided such financial information and operating data, audited financial
statements and notices of the occurrence of certain events, in such manner as may be
required for purposes of the Rule. The City Manager and the Director of Finance are each
authorized and directed to complete, sign and deliver the Continuing Disclosure Agreement,
in the name and on behalf of the City, in substantially the form as is now on file with the
Clerk of Council. The Continuing Disclosure Agreement is approved, together with any
changes or amendments that are not inconsistent with this Ordinance and not substantially
adverse to the City and that are approved by the City Manager and the Director of Finance
RECORD OF ORDINANCES
43 -12 Page 12 of 13
Ordinance No. Passed 1 20 _
on behalf of the City, all of which shall be conclusively evidenced by the signing of the
Continuing Disclosure Agreement or amendments thereto.
The Director of Finance is further authorized and directed to establish procedures in
order to ensure compliance by the City with its Continuing Disclosure Agreement,
including timely provision of information and notices as described above. Prior to making
any filing required under the Rule, the Director of Finance shall consult with and obtain
legal advice from, as appropriate, the Director of Law and bond or other qualified
independent special counsel selected by the City. The Director of Finance, acting in the
name and on behalf of the City, shall be entitled to rely upon any such legal advice in
determining whether a filing should be made. The performance by the City of its
Continuing Disclosure Agreement shall be subject to the annual appropriation of any funds
that may be necessary to perform it.
(d) Financing Costs The expenditure of the amounts necessary to pay any
financing costs (as defined in Section 133.01 of the Ohio Revised Code) in connection with
the Bonds, to the extent not paid by the Original Purchaser in accordance with the Purchase
Agreement, is authorized and approved, and the Director of Finance is authorized to
provide for the payment of any such amounts and costs from the proceeds of the Bonds to
the extent available and otherwise from any other funds lawfully available that are
appropriated or shall be appropriated for that purpose.
Section 10. Bond Counsel The legal services of the law firm of Squire Sanders (US)
LLP are hereby retained. Those legal services shall be in the nature of legal advice and
recommendations as to the documents and the proceedings in connection with the
authorization, sale and issuance of the Bonds and rendering at delivery related legal
opinions. In providing those legal services, as an independent contractor and in an
attomey- 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. Financial Advisor The services of Prism Municipal Advisors, LLC, as
financial advisor, are hereby retained. The financial advisory services shall be in the
nature of financial advice and recommendations in connection with the issuance and sale
of the Bonds. In rendering those financial advisory services, as an independent
contractor, that firm shall not exercise any administrative discretion on behalf of the City
in the formulation of public policy, expenditure of public funds, enforcement of laws,
rules and regulations of the State, the City or any other political subdivision, or the
execution of public trusts. That firm shall be paid just and reasonable compensation for
those financial advisory services and shall be reimbursed for the actual out -of pocket
expenses it incurs in rendering those financial advisory services. The Director of
Finance is authorized and directed to make appropriate certification as to the availability
of funds for those fees and any reimbursement and to issue an appropriate order for their
timely payment as written statements are submitted by that firm.
Section 12. 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.
RECORD OF ORDINANCES
Ordinance No.
43 -12
Page 13 of 13
Passed 20_
Section 13. 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; that no statutory or constitutional limitation of indebtedness or taxation will
have been exceeded in the issuance of the Bonds; and that the Bonds are being authorized
and issued pursuant to Chapter 133 of the Ohio Revised Code, the Charter of the City, this
Ordinance, the Certificate of Award and other authorizing provisions of law.
Section 14. 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 15. Effective Date This Ordinance shall be in full force and effect on the
earliest date permitted by law.
Signed:
Mayor, Pre "g ii g Officer
Attest:
Clerk of Council
Passed: (� - O 1 2012
Effective: el f o-PJ 2012
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 $2,700,000 (the "Bonds"), to be issued for the
purpose of paying the costs of improving the municipal sewer system by repairing and relining
sewer lines, together with all incidental work and related appurtenances thereto (the
"Improvement"), that:
1. The estimated life or period of usefulness of the hnprovement is at least five (5)
years.
2. The estimated maximum maturity of the Bonds, calculated in accordance with
Section 133.20 of the Revised Code, is at least twenty (20) years. If and to the extent a portion of
the proceeds of the Bonds may be determined to be allocated to a class or classes having a
maximum maturity of less than twenty (20) years but in excess of five (5) years, then the maximum
maturity of the Bonds would still be at least twenty (20) years by reason of a sufficient portion of
the proceeds of the Bonds allocated to a class or classes having a maximum maturity or an
estimated period of usefulness in excess of twenty (20) years.
Dated: June 22 , 2012 L '� --
Director o Finance
City of Dublin, Ohio
Office of the City Manager
5200 Emerald Parkway - ,
I
ity of Dublin Phone: 614-410-4400 Fax: Dublin
14 - 10 44 9 0 43017-1090
Memo
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager
Date: August 2, 2012
Initiated By: Angel L. Mumma, Deputy City Manager /Director of Finance & Administration
Re: Ordinances 43 -12 through 46 -12 — Providing for the Issuance and Sale of Bonds
Summary
On July 2, 2012, City Council had a first reading of Ordinances 43 -12 through 46 -12, which
provided for the issuance and sale of bonds.
Ordinance 46 -12 provided funding up to $4.24 million to refund the City's 1999 State
Infrastructure Bank (SIB) Loan on the Avery- Muirfield Drive /US 33 Interchange. When the
legislation was initially prepared, information obtained from the Ohio Department of Transportation
related to the outstanding balance on that borrowing was incorporated into the second "Whereas"
paragraph of the bond ordinance. As part of the financial analysis that has been done in
preparation for this refunding, we have discovered that the aggregate payoff amount of the note is
$4,026,563.44. This amount is $9,878.08 lower than the amount listed in the first draft of
Ordinance 46 -12 that Council received.
Ordinance 46 -12 has been amended to reflect this change.
Recommendation
Staff recommends approval of Ordinances 43 -12, 44, 12, 45 -12, and 46 -12 (Amended) at the
second reading /public hearing on August 8, 2012.
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
City of Dublin Phone: 614 -410 -4400 • Fax: 614- 410 -4490
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager 1-7yj v'yv
Date: June 28, 2012 0
Memo
Initiated By: Angel L. Mumma, Deputy City Manager /Director of Finance & Administration
Re: Ordinances 43 -12 through 46 -12 — Providing for the Issuance and Sale of Bonds
Background
As introduced in the June 14, 2012 information only memo to City Council, staff is preparing for
the issuance of bonds to provide revenue to fund a number of projects that were approved in the
2012 — 2016 Capital Improvements Program (CIP). The bonds authorized by Ordinances 43 -12
through 45 -12 will be utilized for the following projects:
Ordinance 43 -12 will provide funding up to $2.7 million for the purpose of improving the
sewer system through sewer lining and manhole rehabilitation. Bond proceeds will be used
to reimburse the Sewer Fund for the advance made in early 2012 for the sewer lining and
repair project that began during that timeframe. Phase I of the project focused mainly on
installing cured in place pipe (CIPP) in the sanitary sewer pipe located on the Muirfield
Village Championship Golf Course. These sanitary sewer pipes were providing a significant
quantity of inflow and infiltration (I & I) into the system and were part of the cause of the
minor system surcharges in that area over the past few years. The cost of this work was
$506,000.
Phase II of the project will focus on installing CIPP in an area predominantly north of Glick
Road. This phase was authorized by City Council on April 9, 2012 with Resolution 18 -12
and the anticipated cost is approximately $1.6 million. This phase is expected to be
complete by the end of November.
Approximately $375,000 in funding will be used to repair a number of sanitary sewer
manholes in accordance to the schedule needed to be in compliance with the "Director's
Final Findings and Orders" issued by the Ohio Environmental Protection Agency. This
project repairs the integrity of the manholes and reduces the amount of I & I entering the
system via the main lines with a focus on the Deer Run sewer shed. Staff anticipates
bidding this component in July 2012.
• Ordinance 44 -12 will provide funding up to $2.5 million for the purpose of constructing the
Dublin Road water tower. Proceeds will be used to reimburse the Water Fund for advances
made to the Water Tower Construction Fund for expenses incurred prior to receiving the
bond funds.
Preparation for the construction of the tank began in 2010 with site selection and in 2011
with design and engineering. In July of 2011, 3.824 acres of land were purchased by the
City for $255,640 from the Muirfield Village Golf Club and in the fall of 2011, installation of
Memo re. Ordinances 43 -12 through 46 -12 — Providing for the Issuance and Sale of Bonds
June 28, 2012
Page 2 of 2
the 12 -inch water main to the tank site was initiated at a cost of approximately $486,000.
After a competitive bidding process, City Council accepted the bid from Caldwell Tanks, Inc.
in February 2012 for the construction of the tank, which is expected to begin forthwith.
Ordinance 45 -12 will provide funding up to $2.3 million for the purpose of replacing
approximately 1,300 City -owned street lights with LED light fixtures. Staff will be
evaluating various configurations of LED light fixtures (same fixture currently in use in
Dublin) over the next few months. Once determined, the purchase of the fixtures will be
competitively bid with bid acceptance by City Council anticipated in August. Once
purchased, City staff will install all fixtures, and the replacements are anticipated to be
completed by end of summer 2013.
Staff has also been evaluating the opportunity to refinance existing outstanding bonds. As a
reminder, the City refunded a significant amount of debt in 2009 and, as a result, there are
currently limited opportunities for refunding. However, it has been determined based on current
market interest rates that the opportunity does exist to refinance the City's 1999 State
Infrastructure Bank (SIB) Loan on the Avery- Muirfield Drive /US 33 Interchange. Ordinance 46 -12
will provide funding up to $4.24 million to refund the SIB loan. Based on preliminary debt
schedules run by the City's financial advisor on June 15, 2012, the net present value benefit from
interest rate savings and elimination of administrative fees associated with the SIB loan is
expected to be approximately $230,000, or 6.1 %. The general "rule of thumb" is that the present
value savings should be at least 3 to 5 percent.
Overall, the bonds authorized by Ordinances 43 -12 through 46 -12 will be amortized over a 20 -year
period and are currently estimated to have a net interest cost of 2.9 %.
Based on adoption of Ordinances 43 -12 through 46 -12 at the August 8, 2012 meeting, staff would
anticipate scheduling discussions with the rating agencies, Moody's Investors Service and Fitch
Ratings, for mid - August, followed by pricing mid - September, and closing in early October.
Recommendation
Staff recommends approval of Ordinances 43 -12 through 46 -12 at the second reading /public
hearing on August 8, 2012.