124-95 Ordinance
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ORDINANCE NO.1J1i-95
AN ORDINANCE PROVIDING FOR THE ISSUANCE AND SALE OF BONDS
IN THE MAXIMUM PRINCIPAL AMOUNT OF $700,000 FOR THE
PURPOSE OF PAYING COSTS OF IMPROVING THE VEHICULAR
TRANSPORT A TION SYSTEM IN THE CITY BY CONSTRUCTING,
"'"." RECONSTRUCTING, EXTENDING, OPENING, IMPROVING, WIDENING,
GRADING, DRAINING, CURBING AND CHANGING THE LINES OF
MUNICIPAL ROADS, HIGHWAYS, STREETS, BRIDGES, SIDEWALKS,
BIKEWAYS AND VIADUCTS, ACQUIRING REAL EST A TE AND
... INTERESTS IN REAL ESTATE THEREFOR, AND PROVIDING LIGHTING
SYSTEMS AND ALL OTHER NECESSARY APPURTENANCES, AND
DECLARING AN EMERGENCY.
WHEREAS, at the election held on May 8, 1990, on the question of issuing Bonds of
the City in the amount of $34,000,000 for the purpose of paying costs of improving the
vehicular transportation system of the City by constructing, reconstructing, extending, opening,
improving, widening, grading, draining, curbing and changing the lines of municipal roads,
highways, streets, bridges, sidewalks, bikeways and viaducts, acquiring real estate and interests
in real estate therefor, and providing lighting systems and all other necessary appurtenances and
of levying taxes outside the ten-mill limitation to pay debt charges on those bonds, the requisite
majority of those voting on the question voted in favor of it (the Transportation Authorization);
and
WHEREAS, pursuant to Ordinance No. 09-94 passed February 7, 1994 (the TIF
Ordinance), this Council authorized and the City has entered into a Tax Increment Financing
Agreement (the TIF Agreement) with Metatec Corporation, dated as of February 10, 1994,
under which the City has agreed to construct certain public improvements identified in the TIF
- Agreement (the TIF Project), which TIF Project is subject to the tax increment financing
I described in the TIF Agreement and a portion of which is described in Section 1 of this
Ordinance; and
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WHEREAS, under the TIF Agreement and pursuant to Section 5709.43 of the Revised
Code, the payments in lieu of taxes received by the City pursuant to the TIF Agreement and
deposited in the Metatec Corporation Tax Increment Equivalent Fund pursuant to the TIF
Ordinance are available to pay debt charges on notes or bonds issued to finance the TIF Project;
and
WHEREAS, pursuant to Ordinance No. 86-95 passed August 21, 1995, notes in
anticipation of bonds in the amount of $530,000, dated September 20, 1995, were issued for the
purpose stated in Section 1, to mature on March 20, 1995 (the Outstanding Notes); and
WHEREAS, this Council finds and determines that the City should retire the Outstanding
Notes with the proceeds of the Bonds described in Section 1 and provide additional funds for
the improvement described in Section 1; and
WHEREAS, this Council has requested that the Director of Finance, as fiscal officer,
certify the estimated life or period of usefulness of the improvement described in Section 1 and
the estimated maximum maturity of the Bonds described in Section 1; and
...... WHEREAS, the Director of Finance has certified to this Council that the estimated life
i or period of usefulness of the improvement described in Section 1 is at least five years and that
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liIIro.oo the estimated maximum maturity of the Bonds is 17 years based upon the weighted average of
the amounts allocated to the classes of improvements, which allocation is approved, ratified and
confirmed, and which maximum maturity is less than the 19-year maximum maturity for such
bonds approved by the voters in the Transportation Authorization;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
Franklin, Delaware and Union Counties, Ohio, that:
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Section 1. It is necessary to issue bonds of this City in an aggregate principal amount
not to exceed $700,000 (the Bonds) for the purpose of paying costs of improving the vehicular
transportation system in the City by constructing, reconstructing, extending, opening, improving,
,widening, grading, draining, curbing and changing the lines of municipal roads, highways,
streets, bridges, sidewalks, bikeways and viaducts, acquiring real estate and interests in real
estate therefor, and providing lighting systems and all other necessary appurtenances. The
aggregate principal amount of Bonds to be issued (not to exceed $700,000) shall be the amount
designated by the Director of Finance in the Certificate of A ward referred to in Section 7.
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Section 2. The Bonds shall be issued in one lot and only as fully registered bonds, in
the denominations of $5,000 or any integral multiple thereof, 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 A ward, provided their dated date shall not be more than sixty
(60) days prior to their date of issuance.
The Bonds shall bear interest (computed on a 360-day per year basis), payable on June 1
and December 1 of each year (the Interest Payment Dates), commencing June 1 or December 1,
1996 as determined by the Director of Finance in the Certificate of Award, and the Bonds shall
bear interest until the principal amount has been paid or provided for, at the rates per year
designated by the Director of Finance in the Certificate of Award. The Bonds of anyone
maturity shall all bear the same rate of interest which shall not exceed six percent (6.00 %) per
year. 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.
The Bonds shall mature on December 1, in each of the years and the amounts, as
follows:
Maturity Principal Maturity Principal
Year Amount Year Amount
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1996 $55,000 2002 $65,000
1997 50,000 2003 65,000
.... 1998 55,000 2004 70,000
1999 55,000 2005 70,000
2000 60,000 2006 95,000
2001 60,000
Those maturities (or mandatory sinking redemptions authorized below) are determined
to 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 that amount in any other year.
The Director of Finance may adjust the principal amount'of Bonds maturing (or subject
to mandatory sinking fund redemption) annually if in her best judgment it is advantageous to and
in the best interest of the City to make any such adjustments; provided, however, that no such
adjustment shall (i) increase or decrease the principal payable on the Bonds in any of the years
1997 through 2005 by more than thirty percent (30 %) of the amount of principal payable that
year as shown in this Section 2, (ii) cause the principal amount maturing in the year 1996 to be
less than $5,000 or increase by more than thirty percent (30 %) the amount of principal payable
that year as shown in this Section 2, or (iii) increase the principal payable on the Bonds in the
year 2006 by more than thirty percent (30 %) of the amount of principal payable that year as
shown in this Section 2; and provided further 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 that
amount in any other year. The Director of Finance may also defer the first principal payment
-- date of the Bonds one year, and may advance or defer the last principal payment date of the
Bonds by up to and including three years if in her best judgment it is advantageous and in the
best interest of the City to do so; provided 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 that amount
in any other fiscal year. Any adjustments made by the Director of Finance pursuant to this
paragraph shall be reflected in final maturity and any applicable mandatory sinking fund
schedules set forth in the Certificate of Award. For purposes of this paragraph, principal due
or payable in a year includes principal payable in accordance with mandatory sinking fund
redemption requirements.
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Notwithstanding any other provision of this Ordinance but subject to the limitations in
the preceding paragraph, the principal amount of Bonds due in any year may be issued as serial
bonds stated to mature on December 1 of that year, or as term bonds subject to the mandatory
sinking fund redemption procedures described in Section 2(a) below, or any combination thereof.
The Director of Finance shall determine and designate in the Certificate of A ward the allocation
of Bonds among those categories and designations, and the related principal payment and any
applicable mandatory sinking fund redemption schedules.
- The Bonds shall be subject to redemption prior to stated maturity as follows:
..'.... (a) Mandatory Sinking Fund Redemption. Any Bonds determined in the Certificate
of A ward to be subject to mandatory redemption in part by lot shall be redeemed pursuant to
mandatory sinking fund requirements, at a redemption price of 100% of the principal amount
redeemed, plus interest accrued to the redemption date in the principal amounts and in the years
specified by the Certificate of Award (the Mandatory Sinking Fund Requirements).
The City shall have the option to deliver to the Bond Registrar for cancellation Bonds that
mature on any mandatory sinking fund redemption date in any aggregate principal amount and
to receive a credit against the then current Mandatory Sinking Fund Requirement (and
corresponding mandatory redemption obligation). That option shall be exercised by the City on
or before the forty-fifth day preceding any applicable mandatory redemption date, by furnishing
the Bond Registrar a certificate, signed by the Director of Finance, setting forth the extent of
the credit to be applied with respect to the then current Mandatory Sinking Fund Requirement.
If the certificate is not timely furnished to the Bond Registrar, the Mandatory Sinking Fund
Requirement (and corresponding mandatory redemption obligation) shall not be reduced. A
credit against the then current Mandatory Sinking Fund Requirement (and corresponding
mandatory redemption obligation) also shall be received by the City for any Bonds which prior
thereto have been redeemed (other than through the operation of the Mandatory Sinking Fund
Requirements) or purchased for cancellation and canceled by the Bond Registrar, to the extent
- not applied theretofore as a credit against any redemption obligation.
Each 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
Mandatory Sinking Fund Requirement (and corresponding mandatory redemption obligation).
Any excess of that amount over the then current Mandatory Sinking Fund Requirement shall be
credited against subsequent Mandatory Sinking Fund Requirements (and corresponding
mandatory redemption obligations) in the order directed by the Director of Finance.
(b) Optional Redemption. If provided by the Director of Finance in the Certificate
of A ward, the Bonds shall be subject to redemption by and at the sole option of the City, in
whole or in part in integral multiples of $5,000, on the dates, in the years and at the redemption
prices (expressed as a percentage of the principal amount to be redeemed), plus accrued interest
to the redemption date, as determined by the Director of Finance in the Certificate of A ward;
provided that the earliest optional redemption date shall not be earlier than December 1, 2002,
and the redemption price for the earliest optional redemption date shall not be greater than
103%.
If optional redemption at a redemption price exceeding 100 % of the principal amount to
be redeemed is to take place as of any applicable mandatory redemption date identified in
paragraph (a) hereof, the Bonds, or portions thereof, to be redeemed shall be selected by lot
prior to the selection by lot of the Bonds to be redeemed on the same date by operation of the
- mandatory redemption provisions of paragraph (a). Bonds to be redeemed pursuant to this
paragraph shall be redeemed only upon written notice from the City to the Bond Registrar, given
....... upon the direction of the this Council by adoption of a resolution or ordinance. That notice shall
specify the redemption date and the principal amount of each maturity of Bonds to be redeemed,
and shall be given at least 45 days prior to the redemption date or such shorter period as shall
be acceptable to the Bond Registrar. In the event that notice of redemption shall have been
given by the Bond Registrar to the registered owners as hereinafter provided, there shall be
deposited with the Bond Registrar on or prior to the redemption date, funds that, in addition to
any other money available therefor and held by the Bond Registrar, will be sufficient to redeem
at the redemption price thereof, plus interest accrued to the redemption date, all of the
redeemable Bonds for which notice of redemption has been given.
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(c) Partial Redemption. If fewer than all of the outstanding Bonds are called for
redemption at one time, the maturities and principal amounts of each maturity to be redeemed
shall be determined by the City. If fewer than all Bonds of a single maturity are to be
redeemed, the selection of Bonds 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 though 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 (i) for
payment of the redemption price of the $5,000 unit or units called for redemption (including,
without limitation, the interest accrued to the date fixed for redemption and any premium), and
(ii) for issuance, without charge to the registered owner thereof, 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.
(d) Notice of Redemption. The notice of the call for redemption of Bonds shall
identify (i) by designation, letters, numbers or other distinguishing marks, the Bonds or portions
thereof to be redeemed, (ii) the redemption price to be paid, (iii) the date fixed for redemption,
and (iv) 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 fifteenth 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.
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(e) Payment of Redeemed Bonds. 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, upon presentation and surrender thereof
at the place or places specified in that notice, shall be paid at the redemption price, plus interest
accrued to the redemption date. If money for the redemption of all of the Bonds and portions
thereof to be redeemed, together with interest accrued thereon to the redemption date, is 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 that money 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 money
held by the Bond Registrar for the redemption of particular Bonds shall be held in trust for the
account of the registered owners thereof and shall be paid to them, respectively, upon
presentation and surrender of those Bonds.
Section 3. 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 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, 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.
..... No Bond shall be valid or obligatory for any purpose or shall be entitled to any security or
benefit under this Ordinance unless and until the certificate of authentication printed on the Bond
is signed by the Bond Registrar (as defined in Section 4) 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, this Ordinance.
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.
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Section 4. PNC Bank, Cincinnati, Ohio, is appointed to act as the authenticating agent,
bond registrar, transfer agent and paying agent for the Bonds (the Bond Registrar). The Director
of Finance shall sign and deliver, in the name and on behalf of the City, the Bond Registrar
Agreement between the City and the Bond Registrar (the Agreement) in substantially the form
as is now on file with the Clerk of Council. The 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 Agreement or amendments to the
I/IIIIIII!'tIlI Agreement. The Director of Finance shall provide for the payment of the services rendered and
for reimbursement of expenses incurred pursuant to the 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.
Section 5. 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 shall be payable when due upon presentation and surrender of the Bonds at the
principal corporate trust office of the Bond Registrar. Interest on a Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond was
registered, and to that person's address appearing, on the Bond Register (as defined in Section 6)
at the close of business on the 15th day of the calendar month next preceding that Interest
Payment Date (the Record Date).
Section 6. So long as any of the Bonds remain outstanding, the City shall cause the Bond
Registrar to maintain and keep at its principal corporate trust office all books and records
necessary for the registration, exchange and transfer of Bonds as provided in this Section (the
Bond Register). Subject to the provisions of Section 5, 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 this Ordinance. 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.
ilIIIiloI
Any Bond may be exchanged for Bonds of any authorized denomination upon
presentation and surrender at the principal corporate trust office of the Bond Registrar, together
with a request for exchange signed by the registered owner or by a person legally empowered
to do so in a form satisfactory to the Bond Registrar. A Bond may be transferred only on the
Bond Register upon presentation and surrender of the Bond at the principal corporate trust office
of the Bond Registrar together with an assignment signed by the registered owner or by a person
legally empowered to do so in a form satisfactory to the Bond Registrar. Upon exchange or
transfer the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any
authorized denomination or denominations requested by the owner equal in the aggregate to the
unmatured principal amount of the Bond surrendered and bearing interest at the same rate and
maturing on the same date.
If manual signatures on behalf of the City are required, the Bond Registrar shall
undertake the exchange or transfer of Bonds only after the new Bonds are signed by the
authorized officers of the City. In all cases of Bonds exchanged or transferred, the City shall
sign and the Bond Registrar shall authenticate and deliver Bonds in accordance with the
provisions of this Ordinance. 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 this Ordinance, as the Bonds surrendered upon that
exchange or transfer.
Notwithstanding any other provisions of this Ordinance, if it is determined by the
Director of Finance to be advantageous to the City, the Bonds may be issued in book entry form
in accordance with the provisions of this Section. As used in this Section and this Ordinance:
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"Book entry form" or "book entry system" means a form or system under which (i) 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 (ii) 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. 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.
- "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 and interest, 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.
"Participant" means any participant contracting with a Depository under a book entry
system and includes security brokers and dealers, banks and trust companies, and clearing
corporations.
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 registered in the name of the Depository or its
nominee, as registered owner, and immobilized in the custody of the Depository; (ii) the
beneficial owners in book entry form shall have no right to receive Bonds in the form of
physical securities or certificates; (iii) ownership of beneficial interests in book entry form shall
be shown by book entry on the system maintained and operated by the Depository and its
Participants, and transfers of the ownership of beneficial interests shall be made only by book
entry by the Depository and its Participants; and (iv) the Bonds as such shall not be transferable
or exchangeable, except for transfer to another Depository or to another nominee of a
Depository, without further action by the City.
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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 authenticate and deliver bond
certificates in registered form 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 also hereby authorized and directed to the extent necessary
or required to enter into any agreements determined necessary in connection with the book entry
system for the Bonds, after determining that the signing thereof will not endanger the funds or
securities of the City.
Section 7. The Bonds shall be sold at private sale at not less than 97 % of par plus
accrued interest and awarded by the Director of Finance as set forth in the Certificate of A ward
in accordance with law and the provisions of this Ordinance. The Director of Finance shall
cause the Bonds to be prepared and signed and delivered, together with a true transcript of
proceedings with reference to the issuance of the Bonds, to the original purchaser upon payment
of the purchase price. The City Manager, the Director of Finance, the Clerk of Council and
- other City officials, as appropriate, are each authorized and directed to sign any transcript
certificates, financial statements and other documents and instruments and to take such actions
..... as are necessary or appropriate to consummate the transactions contemplated by this Ordinance.
The Director of Finance 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 Revised Code.
The Director of Finance shall sign and deliver, in the name and on behalf of the City,
the bond purchase agreement between the City and the original purchaser of the Bonds (the Bond
Purchase Agreement) in substantially the form as is now on file with the Clerk of Council. The
Bond Purchase Agreement is approved, together with any changes or amendments that are not
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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 Agreement or amendments to the Bond Purchase Agreement.
The preliminary official statement of the City relating to the original issuance of the
Bonds substantially in the form now on file with the Clerk of Council is approved. The
distribution and use of that preliminary official statement is hereby approved. The City Manager
and the Director of Finance are each authorized and directed to complete and sign on behalf of
- the City, aDd in their official capacities, that preliminary official statement, with such
modifications, completions, changes and supplements, as those officers shall approve or
- authorize for the purpose of preparing and determining, and to certify or otherwise represent,
that the revised official statement is a "deemed final" official statement (except for permitted
omissions) by the City as of its date and is a final official statement for purposes of SEC Rule
15c2-12(b)(1), (3) and (4).
Those officers are each further authorized to use and distribute, or authorize the use and
distribution of, the final official statement and supplements thereto in connection with the
original issuance of the Bonds as may in their judgment be necessary or appropriate. Those
officers and each of them are also authorized to sign and deliver, on behalf of the City, and in
their official capacities, such certificates in connection with the accuracy of the final official
statement and any amendment thereto as may, in their judgment, be necessary or appropriate.
The submission by the Director of Finance of an application to a bond insurer for a
policy insuring the City's obligation to make payments of principal of and interest on the Bonds
is hereby authorized. The Director of Finance is hereby authorized, if in her judgment it is in
the best interest of the City to so proceed, to accept a commitment for insurance issued by a
bond insurer, and the payment of the premium for such bond insurance and any related expenses
is hereby authorized to be made 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.
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Section 8. 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 SEC
- Rule 15c2-12 (the Rule), to provide or cause to be provided such financial information and
operating data, financial statements and notices, in such manner, as may be required for
purposes of paragraph (b)(5)(i) of the Rule. In order to describe and specify certain terms of
the City's continuing disclosure agreement for that purpose, and thereby to implement that
agreement, including provisions for enforcement, amendment and termination, each of the City
Manager or the Director of Finance are authorized, and one or both of them directed to sign and
deliver, in the name and on behalf of the City, the Continuing Disclosure Certificate, defined
below, 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 or the Director of
Finance on behalf of the City, all of which shall be conclusively evidenced by the signing of that
Certificate or amendments to it by the City Manager or the Director of Finance. The agreement
formed, collectively, by this paragraph and that Certificate, shall be the City's continuing
disclosure agreement for purposes of the Rule, and its performance shall be subject to the
availability of funds and their annual appropriation to meet costs the City would be required to
incur to perform it.
As used in this Section 8, "Continuing Disclosure Certificate" means the certificate
authorized by this Section, to be substantially in the form on file with the Clerk of Council, and
which, together with the agreements of the City set forth in that subsection, shall constitute the
- continuing disclosure agreement made by the City for the benefit of holders and beneficial
owners of the Bonds in accordance with the Rule.
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Section 9. The proceeds from the sale of the Bonds, except any premium and accrued
interest, 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. Any portion of those
proceeds representing premium and accrued interest shall be paid into the Bond Retirement
Fund.
Section 10. 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
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sufficient to pay the debt charges on the Bonds when due, which tax shall not be less than the
interest and sinking fund tax required by Section 11 of Article XII of the Ohio Constitution.
The tax shall be unlimited as to rate or amount, 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 monies deposited to the Metatec Corporation Tax
Increment Equivalent Fund created pursuant to Section 5709.43(A) of the Revised Code and
..... Ordinance No. 09-94 passed by this Council on February 7, 1994, is available for the payment
of the debt charges on the Bonds, the amount of the tax shall be reduced by the amount of the
income so available and appropriated. To the extent necessary, the debt charges on the Bonds
shall also be paid from municipal income taxes lawfully available therefor under the constitution
and laws of the State of Ohio; and the City hereby covenants, subject and pursuant to such
authority, including particularly Sections 133.05(B)(7) and 5705.51(A)(5) and (D), Revised
Code, to appropriate annually from such municipal income taxes such amount as is necessary
to meet such annual debt charges.
Nothing in this Section in any way diminishes the irrevocable pledge of the full faith and
credit and revenues of the City to the prompt payment of the debt charges on the Bonds.
Section 11. 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, arbitrage bonds or hedge bonds under
Sections 141, 148 or 149 of the Internal Revenue Code of 1986, as amended (the Code) or (ii)
be treated other than as bonds to which Section 103 of the Code applies, and (b) the interest
thereon will not be an item of tax preference under Section 57 of the Code.
- 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 to remain excluded from gross income
for federal income tax purposes, and (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 acquired with those proceeds, (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.
Each covenant made in this Section with respect to the Bonds is also made with respect
to all issues any portion of the debt service on which is paid from proceeds of the Bonds (and,
if different, the original issue and any refunding issues in a series of refundings), to the extent
such compliance is necessary to assure exclusion of interest on the Bonds from gross income for
federal income tax purposes, and the officers identified above are authorized to take actions with
respect to those issues as they are authorized in this Section to take with respect to the Bonds.
The Director of Finance, as fiscal officer, 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 or required to make or give under the federal income tax
- laws, including, without limitation thereto, any of the elections provided for in Section
148(f)(4)(C) of the Code or available under Section 148 of the Code, for the purpose of
..... assuring, enhancing or protecting favorable tax treatment or status of the Bonds or interest
thereon or assisting compliance with requirements for that purpose, reducing the burden or
expense of such compliance, reducing the rebate amount or payments or penalties, or making
payments of special amounts in lieu of making computations to determine, or paying, excess
earnings as rebate, or obviating those amounts or payments, as determined by that officer, which
action shall be in writing and signed by the officer, (b) to take any and all other actions, make
or obtain calculations, make payments, and make or give reports, covenants and certifications
of and on behalf of the City, as may be appropriate to assure the exclusion of interest from gross
income and the intended tax status of the Bonds, and (c) to give one or more appropriate
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~,-,-~,----,~,"",-"-,-""",,,,-~,",~..,,~.~,~~_.='-,,~ .~. -.,,"'" _...~_.- . '''".-" ~----~
,
.
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.
Section 12. The Clerk of Council is directed to deliver a certified copy of this Ordinance
and the Certificate of Award to the County Auditors of Franklin, Delaware and Union Counties.
- This Council determines that all acts and conditions necessary to be
Section 13.
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 10) 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 14. This Council finds and determines that all formal actions of this Council
concerning and relating to the passage of this Ordinance were taken in an open meeting of this
Council and that all deliberations of this Council and of any committees that resulted in those
formal actions were in meetings open to the public in compliance with the law.
Section 15. 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 retire the Outstanding Notes and
thereby preserve its credit; wherefore, this Ordinance shall be in full force and effect
immediately upon its passage.
.... Si~~~
....
Presiding Officer
Attest: ~(!_ ()~
Clerk of Council
Passed: January t, 1996
Effective: January t, 1996
......
I hereby certify that copies of this OrdinancelRuJ~rJ.... were plKted in the
..... City of Dublin in accordance witlt Section 731.2S of the Ohio Revised Cod..
~~~
~T C1er . C cil, Dubli io
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