104-98 OrdinanceSep. b. 1993 5:07P~` SS~D L, L. P, No. 3533 P, %; 13
ORDINANCE NO. ~-9$
.4N ORDINANCE P.ROvID~C, FOR THE IS5~U'ANCE AND SALE OF
BONDS IN THE MAXIMUM PRINCIPAL AMOUNT OF X2,600,000 FOR
THE P1;7RPOSE OF PAYING COSTS Uh PROVIDING ADDITIONAL
FACILITIES AT TI-IE COFFMAN PARK MUNICIPAL COMPLEX FOR THE
C:UNDUCT OF MUNICIPAL GOVERNMENT OPERATIONS BY
CUNSTR.UCTING, FURNISHING AND EQUIPPING A NEW POLICE
l~ACILITY, AND ACQUIRING REAL ESTATE AND INTERESTS IN REAL
ESTATE ANA MAKING SITE IMPROVEMENTS THEREON B'Y
I~1r~tINDING OUTSTANDING BONDS OF THE CITY ISSUED FOR 1`HOSE
PURPOSES AND AUTHORIZING AN ESCROW AGREEMENT FOR THAT
REFUNDING, AND DECLARING AN EMERGENCY.
WHEREAS, at the election held on May 8, 1990, on the question of issuing bonds of the
C_'ity in the amount of $7,000,000 for the purpose of paying costs of providing additional
facilities at'the Coffman Park Municipal Complex for the conduct of municipal government
operations kiy constructing, furnishing and equipping a new police facility, and acquiring real
estate and interests in real estate and making, site improvements and of levying taxes outside the
ten-mill limitation to pay the debt charges on those bonds, the requisite majority of those voting
on the question voted in favor of it (the "Municipal Complex Authorization") and sufficient
authority remains under the Municipal Complex Authorization for the issuance of bonds referred
to herein;
W1;iEREAS, pursuant to Ordinance No. 108-92 adopted by this Council on September
14, 1992_ the City authorized the issuance of its $4,100,000 Justice Center Construction Bonds,
dated as of October 1, 1992, and maturing on December ] in the years 1993 through 2011,
inclusive, (the "1992 Bonds") for the purpose approved in the Municipal Complex
Authorization, and
;, WHIrItE.AS,. $3,280,000 in principal amount of those 1992 Bonds is at present
outstanding (the "Outstanding Bonds"), stated to mature on December 1 in the amounts and
years acid those amounts bearing interest payable on June 1 and December 1 at the rates, as
`""` follows:
Principal Interest
Year Amount Rate
1998 $190,000 4.400%
1999 195,000 4.650
2000 200,000 4.900
2001 205,000 5.050
2002 210,000 5.200
2011 2,280,000 6.375
aad the Outstanding Bonds maturing on December I, 2011 (the "Kefunded Bonds") are subject
to prior redemption at the option of the City c~x~ December 1, 2002 at a redemption price of l 02%
of the principal amount redeemed; and
WHEREAS, this Council has determined thal it is in the City's best interest to issue
~~encral obligation bonds in accordance with Section 133.34, Revised Code, in the maximum
principal amount of $2,600,000 (the `'Bonds") to provide for the payment of principal of and
interest and premium on the ^ Refunded Bonds at their redemption on December 1, 2002, and
interest at~d principal due prior to redemption on that date, and pay the costs of issuance of the
)fonds; and
WI-Il?REAS, the City is authorized by Section 133.34 of the Revised Code and the
Charter, to istiue obligations for the refunding, including funding and retirement, of any
obligations pze'viously issued by the City, and in amounts sufficient for payment of the principal
amount of and redemption premium on the prior obligations and interest accrued or to accrue to
Sep. 8. 1998 5,08PM SS&D L, L, P. No, 333 P. 3/13
the date of redemption of those prior obligations, and any expenses incurred or to be incurred in
connection with that issuance and that refunding; and
WHEREAS, by the immediate provision for the refundinb of the ^ Refunded Bonds,
including provision for their prior redemption as set forth in Section 10, the City will be able to
e1~Yect a savings in the bond service charge payments that would otherwise be required to be
made on the ^ Refunded Bonds; and
WHERf;AS, this Council has requested that the Director of Finance, as fiscal officer,
certify the maximum maturity of the Bonds; and
WHEREAS, the Director of Finance has certified that the maximum legally permitted
maturity oE- the Bonds (which is the tx~aximum legally permitted maturity of the 199? Bonds)
exceeds the final maturity of the Bortds authorized in Section 2;
NOW, THEREFORE:, BE IT ORDAINED by the Council 01' the City of Dublin,
Franklin, Delaware and Union Counties, Ohio, that_
Section 1. Definitions and Interpretation. in addition to the words and terms elsewhere
defined in tfiis Ordinance, unless the context or use cleazly indicates another or different meaning
~r intent:
"Authorized Denominations" means the denomination of 55,000 or any integral multiple
thereof.
"Bond proceedings" means, collectively, this Ordinance, the Certificate of Award, the
C:ontinuinb Disclosure 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 Registraz" 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 SECtlon 4
as the initial authenticating agent, bond registrar, transfer agent and paying agent for the Bonds
under the l~egistraz Agreement and until a successor Bond Registrar shall have become such .
pursuant to 'the provisions of the Registrar Agreement and, thereafter, "Bond Registrar" shall
rneait the successor Bond Registrar.
"Bonds" means, collectively, the Serial Bonds and the Term Bonds, each as is designated
as such in the Cerrificate of Award.
"Book entry form" or "book entry system" means a form or system under which (a) the
own,erslup of book entry interests in Bonds and the principal of and interest on the Bonds may be
transferred only throush a book entry, and (b) physical Bond certificates in fully registered farm
are issued bj~ the City only to a Depository oi- its noiniztee as registered owner, with the Bonds
`'immobilized" in the custody of the Depository or its designated agent. The book entry
maintained by others than the City is the record that identifies the owners of book entry interests
iri those E3onds and that principal and interest.
``Certificate of Award" means the certificate authorized by Section 6, to be executed by
the Director Hof 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
fur, the Bonds.
"Coda" means the Internal Revenue Code of 1986, the regulations (whether temporary or
final) under that Code or the statutory predecessor of that Code, and any amendments of, or
successor provisions to, the foregoing and any official rulings, announcements, notices,
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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,
•~utnouncements, notices, procedures and determinations pertinent to that section.
"Continuing Disclosure Agreement" ~ncans the certificate authorized by subsection. 9(c),
to be substantially in the form on file with the Clerk of Council, and which, together with the
agreements of the City set forth in that subsection, shall constitute the Continuing Disclosure
Agreement rztade by the City for the benefit of the holders and beneficial owners of the Bonds in
accordance with the Rule.
"Escrow Agreement" means the Escrow Agreement between the City and the Escrow
'T'rustee, as i[ may be modified from the form on file with the Clerk of Council and executed by
the Director ol'Finance in accordance with Section 10.
``Depository" means any securities depository that is a clearing agency under federal law
operating and maintaiiung, with its Participants or otherwise, a book entry system to record
ownership of book entry interests in Bonds or the principal of and interest on Bonds, and to
effect transfers of Bonds, in book entry forni, 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 December 1, 1991; or June 1, 1999, as determined by the Director of
1' finance in the Certificate of Award.
``Urigirtal Purchaser" means collectively NatCity Investments, Inc., Cleveland, Uhio, and
Banc One Capital Markets, Inc., Columbus, Uhio.
'`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
,,.w., corporations_
"Prir-cipal Payment Dates" means the dates set forth in or determined pursuant to Section
3(b) of this Ordinance.
"Purchase Agreement" means the Bund 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 llireetor of Finance, all in accordance with Section 6.
"Registrar Agreement" means the Bond Registrar Agreement between the City and the
Bond ReDist~rar, as it may be modified from the form on file with the Clerk of Council and
cKCCUted by the Director of Finance, al] in accordance with Section 4.
"Rule" means Rule I5c2-12 prescribed by the SEC pursu~ult to the Securities Exchange
Act of 1934:
"SEC" means the Securities and Exchange Commission.
"Serial Bonds" means those Bonds designated as such and maturing on the dates set forth
in the Gerti~cate 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.
Thy: 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 w a Section means a section of this Ordinance
unless otherwise indicated.
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d, 1993 5:09P~i SS&D L. L, F, Na. 3533 F, 5113
Section '?_ Authorized Principal Amount and PumaSe• Application of Proceeds It is
necessary and determtned to be m the City's best interest eo issue bonds of this City in the
maximum ,principal amount of $2,600,000 (the `'Bonds") for the purpose of paying costs of
providing additional facilities at the Coffman Park municipal complex for the conduct of
municipal ;government operations by constructing, furnishing and equipping anew police
facility, anti acquiring real estate and interests in real estate and making site improvements
thereon by ~ refunding outstanding bonds of the City issued for those purposes. 'l~he aggregate
principal aritount of the Bonds to be issued (not to exceed the stated amount) shall be the amount
certified by, the Director of Finance in the C:ertil:icate of Award (the "Certificate of Award"),
The Bonds shall be issued pursuant to Chapter 133, Ohio Revised Code, the City's Charter and
this Ordinance.
Z'he proceeds tiom 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 $orlds are being issued. A,ny portion of those proceeds representing
premium aztd accrued interest shall be paid into the Bond Retirement Fund.
5ecfion 3_ Denominations; Datint<' Principal and Interest Payment and Redemption
Provisions. ~ The Bonds shall be issued in one lot and only as fully registered bonds, in the
Authorized :Denominations, but in no case as to a particular maturity date exceeding the principal
amount Taturing on that date. The Bonds shall be dated as provided in the Certificate of Award,
provided that their dated date shall not be more lha.u sixty (60) days prior to the Closins Date,
(a) Interest Rates and Payment Dates. The Bonds shall bear the rate or rates of
azterest per year (computed on a 360-day per year basis), as shall be determined by the Director
of hinance iu the Certificate of Award; provided, that the Bonds of any one stated maturity all
shall bear the same rate of interest which shall not exceed six and one-half percent (6.50%) per
year. lnter~st 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
cztost recent date to which interest has been paid or provided for or, if no interest has been paid or
provided aoz~, from their date.
(b) Prncinal Payment Schedule. The Bonds shall mature on December 1, in eac)t of
tl~e years and the amounts, as follows:
Maturity Principal Maturity Principal
Year Amount Year Amount
] 998 $50,000 2005 $265,000
1999 35,000 2006 270,000
2000 35,000 2007 270,000
2001 35,000 2008 290,000
2002 35,000 2009 290,000
2003 260,000 2010 285,000
2004 2(5,000 2011 2 ] 5,000
The .director of Finance may adjust the principal amount of i3onds maturing (or subject
to mandatory sinking fund redemption as provided for below) 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 tl~e principal payable on the
Bonds in aa~y of the years 1999 through 2010 by more than thirty percent (30%) of the amount of
principal payable that year as shown in this Section 3, (ii) cause the principal amount maturing in
t}to year 1998 to be less than $5,000 or increase by more than thirty percent (30%) the amount of
pr'iiicipal pay,ablc that year as shown in this Section 3, or (iii) increase the principal payable on
the Bonds in the year 2011 by more than thirty percent (3U%) oFthe amount of principal payable
that year as shown in this Section 3. The Director of Finance may also defer the first principal
payment date of the Bonds one year and advance or defer the last principal payment date of the
Bonds, but irl no event later than the year of last maturity permitted by law for the 1492 Bonds, if
in her best judgment it is advantageous and in the best interest of the City to tlo so. 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
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f~wat-d. l~or purposes of this paragraph, principal due or payable in a year includes principal
payable in :~c:cordance with mandatory sinking fund redemption requirements-
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 3(d)(i) below, or any combination
thereof. The Director of finance shall determine and designate in the Certificate of Award the
allocation of Bonds among those categories and designations, and the related principal payment
and any applicable mandatory sinkinb fund redempiiou schedules.
(c) Pa ment of Debt Charges. 'llie debt charges on the Bonds shall be payable in
lawfiil money ol` the 'U'nited States of America without deduction for the services of the Bond
Registrar as paying agent- Principal of and any premium on the Bonds, shall be payable when
due upon presentation and surrender of the Bonds at the principal corporate trust office of the
Bond Registrar. Interest on a Bond shall be paid on each ]merest Payment Date by check or
draft mailed to the person in whose name the Bond was registered, and to that person's address
appearing, on the Bond Register at the close of business on the 15th day of the calendar month
next preceding that Interest Payment Date. Notwithstanding the foregoing, if and so long as the
Bonds are issued in a book entry system, principal of and interest and any premium on the Bonds
shall be payable in the manner provided in any agreement entered into by the Director of
finance, in the n<une and on behalf of the City, in connection with the book entry system.
(d) Redemption Provisions. The Bonds shall be subject to redemption prior to stated
maturity as follows:
(i) Mandatory Sinking Fund Redemytion 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 acid be redeemed pursuant to Mandatory Redemption! Requirements, at a
redemption price oC 100% of the principal amount redeemed, plus accrued interest to the
redemption date, on the applicable Mandatory Redemption Dates and in the principal
amounts payable on those Dates, for which provision is made in the Certificate of Award
(such Dates and amounts, the "Mandatory Sinking Fund Redemption Requirements").
'fhe aggregate of the moneys to be deposited with the Bond Registrar (as defined
in Section 1) for payment of principal of and interest on any Term Bonds shall include an
arnot~i sufficient to redeem on the Mandatory Redemption Date the principal amount of
"1"errs Bonds payable on those Dates pursuant to Mandatory Sinking Fund Redemption
Requirements (less the amount of any credit as hereinafter provided).
Tl~e City shall have the option to deliver to the Bond Registrar Ion cancellation
Term Bonds in any aggregate principal amount and to receive a credit against the then
current or any subsequent Mandatory Sinking rued Redemption Requirement (and
corresponding mandatory redemption obligation} of the City, as specified by the Director
of Finance, for Term Bonds stated to mature on the same Principal Payment Date as the
"1-elm, Bonds so delivered. That option shall be exercised by the City on or before the
45th day preceding any Mandatory Redemption Date with respect to which the City
wishes to obtain a credit, by futnishin4 the Bond Registrar a certificate, signed by the
UireG'tor 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
Tetm~I3onds stated to malure on the same Principal Payment Date. If the certificate is not
timely furnished to the Bond Registrar, the current Mandatory Sinking Fund Redemption
Requirement (and corresponding mandatory redemption obligation) shall not be reduced.
A credit against the then current or any subsequent Mandatory Sinking Fund Redemption
''~"' Kequirement (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
M.FUidatory 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 1~'und Redemption Requirement, for Term Bonds stated to mature
on the same Principal Payment Date as the 'Perm Bonds so redeemed or purchased and
canceled.
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Sep. 8, iy93 5: IOPM SS&D L. L. ?, ~o. 3533 P. 7113
Each Term Bond so delivered, or previously redeemed, or purchased and
eatieeled, shall be credited by the Bond Registrar at 100% of the principal amount thereof
against the then current or subsequent iVlandatory Sinking Fund Redemption
requirements (and corresponding mandatory redemption obligations), as specified by the
Director of finance, for 'Tenn Bonds stated to mature on the same Principal Payment
Date as the Term Bonds so delivered, redeemed or purchased and canceled.
~, (ii) Qptional Redemption. The Bonds of the maturities specified in the
Certificate of Award shall be subject to optiwza! redemption by and at the sole option of
the City, in whole or in part in integral multiples of X5,000, on the dates, in the years and
~ at the redemption prices (expressed as a ercenta a of the
p g principal amount to be
redeemed), plus accrued interest to the redemption date, to be determined by the Director
of 1~'i~nance in the Certificate of Award; provided that the earliest optional redemption date
shall not be earlier than December 1, 200G or later than December 1, 2010, and the
redemption price for the earliest optional redemption date shall not be greater than 103%.
if optional redemption of Term Bonds at a redemption price exceeding 100% of
the principal amount to be redeemed is to take place as of any Mandatory Redemption
Date applicable to those Term Bonds, the Tenn Bonds, or portions thereof, to be
redeei-~~ed optionally shall be selected by (ot prior to the selection by lot of the Tc;nn
Bonds of the same maturity to be redeemed on the same date by operation of the
Mandatory Sinking Fund Redemption Requirements of subsection (d) of this Section.
The Bonds to be redeemed pursuant to this paragraph shall be redeemed only upon
written notice fiom the Director of Finance to the Bond Registrar, given upon the
direction of this Council by adoptic,n of an ordinance. That notice shall specify the
redemption date and the principal amount of each maturity of Bonds to be redeemed, and
shall be given at least 45 days prior to the redemption date or such shorter period as shall
be acceptable to the Bond Registrar.
(iii) Partial Redemption. Il'tewer than all of the outstanding Bonds are called for
optional redemption at oi~e time and Bonds of more than one maturity are then
outstanding, the Bonds that are called shall be Bonds of the maturity or maturities
selected by the City. If fewer than all of the Bonds of a single maturity are to be
redeemed, the selection of Bonds of that maturity to be redeemed, or portions thereof in
amounts of $5,000 or any integral multiple thereof, shall be made by the Bond Registrar
by lot in a manner determined by the Bond Registrar. In the case of a partial redemption
of~ Bonds by lot when Bonds of denominations greater than $5,000 are then outstanding,
each $5,000 unit of principal thereof shall be treated as if it were a separate Bond of the
denomination of 55,000. I!' it is determined thal one or more, bul not all, of the $5,000
units~o!' principal amount represented by a Bond are to be called for redemption, then,
upon notice of redemption of a 55,000 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 of principal amount called for redemplion (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, 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. 7~hc notice of the call for redemption of Bonds shall
id~nti;fy (A) by designation, letters, members or other distinguishing marks, the Bonds or
portions thereof to be redeemed, (B) the redemption price to be paid, (C) the date f xed
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 un 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 al'Fect the validity of the proceedings for the
redemptiot. of any Bond_
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Sep, 8. 199 5: l OPM SS&D L. L, P, No, 3533 P. 8/i 3
(v) Payment of Redeemed Bonds. In the event that notice of redemption shall
have been given by the $ond 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, il~ 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
reder~ptiort date, all of the redeemable Bonds for which notice of redemption has been
given: Notice having been mailed iit the manner provided in the preceding paragraph
"""' hereof; the Bonds and portions thereof called #or redemption shall become due and
payable on the redemption date, and, subject to Section 5, upon presentation and
+•~ surrender thereof at the place or places specified in that notice, shall be paid at the
redcmptiai 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
rederirptioti 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 rede~nlption shall cease to bear interest and no
longer shall be considered to be outst<nding. If those moneys shall not be so available on
the redemption date, or that notice shall not have been deposited in the zrtail as aforesaid,
those,l3onds and portions thereof shall continue to bear interest, until they are paid, at the
same rate as they would have borne had they not been called for redemption. All moneys
held by the Bond Registrar for the redemption of particular Bonds shall be held in trust
for the account of the registered owners thereof and shall be paid to therrz, respectively,
uponipresentation and surrender of those Bonds.
Section 4. Execution and Authentication of Bonds: Annointment of Bond Registrar. The
Bonds shall be signed by the City Manager and the Director of Finance, in the name of the Ciry
and in their official capacities, provided that either or both of those signatures may be a
li~csimile. The Bonds shall be issued in the Authorized Denominations and numbers as
requested by~ the Original Purchaser and approved by the Director of finance, shall be numbered
as determined by the Director of Finance in order to distinguish each Bond from any other Bond
and shall express upon their faces the purpose, in summary terms, for which they are issued and
that they are issued pursuant to this Ordinance.
The Director of Finance is hereby authorized to designate in the Certificate ol- Award a
bank or trust company authorized to do business in the State of Ohio to act as the initial Bond
Registrar. Tdie Director of Finance shall sign and deliver, in the name and on bektalf of the City,
the Registrar ~~greement between the City and the Bond Registrar, in substantially the form as is
now un file 'With the Clerk of Council. The Registrar Agreement is approved, together with any
changes oi- amendments that are not inconsistent with this Ordinance and not substantially
adverse to >~e City and that aze approved by the Director of Finance on behalf of the City, all of
w:lrich shall lie conclusively evidenced by the signing of the Registrar Agreement or amendments
lhereto_ The Director of Finance shall provide for the payment of the services rendered and for
reitnbursemgnt of expenses incurred pursua»t to the Registrar Agreement, except to the extent
paid or reimbursed by the Urigina] Purchaser in accordance with the Purchase Agreement, from
the proceeds of the Bonds to the extent available and then from other money lawfully available
and appropriated ur to be appropriated for that purpose.
No Bond shall be valid or obligatory for aa~y purpose or shall be entitled to any security
er 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
P~egistrar shall be conclusive evidence that the Bond so authenticated has been duly issued,
'~" signed and delivered under, and i entitled tq the security and benefit of, the Bond proceedings.
The certificate of authentication may be signed by any authorized officer or employee of the
`' Bond Registrar or by any other person acting as an agent of the Bond Registrar and approved by
the Director~of Finance on behalf of the City. The same person need not sign the certificate of
authentication on all of the Bonds.
Section 5. Ret?istration; Transfer and Exchange; Book l;ntry System.
(a) Bond Registrar. So long as any of the Bonds remain outstanding, the City will
cause the $ond Registrar to maintain and keep the Bond Register at its principal corporate trust
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oftice. Subject to the provisions ol~ Section 3(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 coritrary, but the registration play be changed as provided in this Section_
l~11 such payments shall be valid and effectual to satisfy and discharge the City's liability upon
tt~o 1.3ond, including interest, to the extent of the amount or amounts so paid_
~"""' (b) Transfer and Excha fie. Any Bond may be exchanged for Bonds of any
futhorized Denomination upon presentation and surrender at the principal corporate trust office
rrr of the Bond Registrar, together with a request 1'or 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 oztly on the Bond Register upon presentation and surrender of the Bond at the
principal corporate trust office of the Bond 1egistrar together with an assignment sinned by the
registered owner or by a person legally empowered to do so in a form satisfactory to the Bond
kegistrar. 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
u~deriake the exchange or transfer of Bonds only after the new Bonds are signed by the
authorized ofitcers of the City. Tn all cases of Bonds exchanged. or transferred, the City shall
sign and thin 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 Re f;istrar may make a charge sufficient to reimburse them
for any tax or other bovernmental charge required to be paid with respect to the exchange or
transfer. 1'he City or the Bond Registrar miry require that those charges, if any, be paid before
tl~c proeeduze 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 tl~e same security and benefit under the Bond proceedings as the Bonds surrendered
upon that exchange or transfer. Neither the City nor the Bond Registrar shall be required to
make any exchange or transfer of (i) Bonds then subject to call for redemption between the 15th
day precedir#g the mailing of notice of Bonds to be redeemed and the date of that mailing, or (ii)
any Bond selec:tecl for redemption, in whole car in part.
(c) Dook Entry System. Notwiths~atxding any other provisions ot~ ibis Ordinance, if
the Director •of rinanee determines in the Certificate of Award that it is in the best urterest of and
financially advantageous to the City, the Bonds may be issued in book entry form in accordance
with the following provisions ofthis Section.
The Bundy rztay be issued to a Depository for use in a book entry system and, if and so
lung as a book entry system is utilized, (i) the Bonds may be issued in the form of a single, fully
registered 13Qnd 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 or its designated
agent; (ii) the book entry interest owners of Bonds in book entry forrz~ shall not have any right to
receive Bons in the form of physical securities or certificates; (iii) ownership of book entry
interests in Bonds in book entry form shall be shown by book entry on the system maintained
aiad operated by the Depository and its Participants, and transfers of the ownership of book entry
interests shall he made only by book entry by the Depository and its Participants; and (iv) the
Bonds as such shall not be transferable or cxchansEable, except for transfer to another
repository 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
depositoFy,'b~ok 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 notil~zcation of
the book entry interest owners by the then Depository and any other arrangements deemed
necessat~~, shall permit withdrawal of the I3onds liom the Depository, and shall cause Bond
certificates in registered form and Authorized Denominations to be authenticated by the Bond
fegistrar and delivered to the assigns of the Depository or its nominee, all at the cost and
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Geo. ~. iyy~ 5, 11~N1 55~li L. L. ~. No, 3533 P, 10/13
e:~cpense (including any costs of printing), if l'he event is not the result of City action or inaction,
of those persons requesting such issuance.
The Director oI' Finance is hereby authorized and directed, to Che extent necessary or
required, to enter into any agreements, in the name and on behalf of the City, that she 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 Bonds are sold at private
~• sale to the Odriginal Purchaser at a purchase price, not less than 97% of the aggregate principal
amoun[ thereof, as shall be determined by the Director of Finance in the Certificate of Award,
~. plus accrued' interest ox- the Bonds from their dale to the Closing Date, and shall be awarded by
the Directar;~l' Finance with and upon such other terms as are required or authorized by this
(7rdinanc;e to be specified in the Certificare of Award, in accordance wish law, the provisions of
this Urdin~uzce 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
[Zevised 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 Ceriificate of Awatrd and shall cause
the Bonds to be prepared and signed aztd 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 1~inance, 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 consurrtxrtate the transactions contemplated by this Ordinance.
The Director ol'Finance shall sign and deliver, in the name and on behalf of the City, the
}'urchase 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 o#' the Bonds. The Purchase Agreement is approved, together with any changes or
amendments shat arc 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
c:<mclusively evidenced by the signing of the Purchase Agreement or amendments thereto.
Section 7. Previsions for Tax Levu. 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 changes on the Bonds when due, which tax
shall not be less than the interest and sinking fund tax required by 5ec;tion 11 of Article XII of
the Ohio Constitution. The tax shall be unlimited as to rate or amounts, shall be and is ordered
computed, certified, levied and extended upon the tax duplicate and collected by the same
c~flicers, in the same manner and at the same time that taxes for general purposes for each of
those years, arc 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
he placed in the $ond Retirement Fund, which is irrevocably pledged for the payment of the debt
charges on the Bonds when and as the same; fall due. To the extent necessary, the debt charges
on the Bonds shall be paid from municipal income taxes lawfully available [herefore under the
Constitution and laws of the State of Ohio; and the City hereby covenants, subject and pursuant
to such authority, including particularly Section 133.0~(B)(7), Revised Code to appropriate
annually from such municipal income taxes such amount as is necessary to meet such annual
debt charges. In each year to the extent income from the municipal income taxes is available for
the payment of the debt charges on the Boncls and is appropriated for that purpose, the amount of
~hc tax shall be reduced by the amount of such income so available and appropriated.
Section S. Federal "1 aY Considerations. Tlae 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 rteeessary so that (a) the Bonds will not (i) constitute private activity bonds, arbitrage
bonds or hedge bonds under Sections 141, ]4b or 149 of the Code or (ii) be treated other than as
bonds to which Secrion 103 of the Code applies, and (b) the interest thereon will not be an item
of tax preference under Section 57 of the Code.
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dep. ~. 199 5: 12PM 55&D L. L. P,
No, 3533 P. . l i%i3
Thy Director of Finance, as the fiscal officer, or any other officer of the City having
responsibility For issuance of the Bonds, is hereby authorized (a) to make or effect any election,
selection, designation, choice, consent, approval, or waiver on behalf of the City with respect to
tl~e Bonds as the City is permitted or required to make or give under the federal income tax laws,
including, without limitation thereto, any oEthe elections provided for in Section I48(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 tc> determine, or paying, excess earnings as rebate, or
obviating those amounts or payments, as determined by that officer, which action shall be in
~vriting and sighed 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 tlae City, as may be appropriate to assure the exclusion of interest from gross income
and the intended lax status of the Bonds, and (c) to give one or more appropriate certificates of
the City, fox inclusion in the transcript of proceedings for the Bonds, setting forth the rEasonable
expectatiort;s of the City regarding the amount and use ol` all the proceeds of the Bonds, the facts.
circumstances and estimates on which they are based, and other facts and circumstances relevant
to the tax treatment of the interest on and the tax status of the Bonds.
Each covenant made in this section with respect to the Bonds is also made with respect to
all issues any portion o#` the debt service o» which is paid frrom proceeds of the F3onds (and, if
different, the original issue and any refunding issues in a series of re1'undings), to the extent such
compliance• is necessary to assure exclusion of interest on the Bonds froth gross income for
fedet-aI income tax purposes, and the officers identified above are authorized to take actions with
respect to those issues as they are authorized in this section to take with respect to the Bonds.
Section 9. Official Statement and Continuing Disclosure
(a) Primary Offerinu Disclosure -- Official Statement- The preliminary official
statement of the City relating to the original issuance of the Bonds substantially in the #'orm now
'~ ot1 file with the Clerk of Council is approved. The distribution and use of that preliminary
official stat~rnent 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, and in their of#icia]
capacities, that preliminary official statement, with such moth#ications, completions, changes and
suppletitents, 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 TZule 15c2-12(b)(1), (3) and (4).
Those officers aze each further authorized to use and distribute, or authorize the use and
distribuiiot~ •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
o#ficet:s 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.
(b) flpplication for Rating or Bond Insurance. lf, in the judgment of the Director of
finance, the filing of an application for (i) a rating on the Bonds by one or more natiotaally-
recognized rating agencies, or (ii) a policy ol~ insurance ,from a company or companies to better
assure the pay'n~ent of principal of and interest on the Bonds, is in the best interest of and
financially advazttageous to this City, the Director of I'inanee is authorized to prepare and submit
"~'" those app[ic~tions, to provide to each such agency or company such information as may be
reyuired for the purpose, and to provide further for the payment of the cost of obtaining each
ice. such rating or policy, except to the extent paid by the Ori6inal Purchaser in accordance with the
E'urchase Agreement, from the proceeds of the Bonds to the extent available and otherwise from
atxy other funds lawfully available and that are appropriated or shall be appropriated for that
purpose.
(c) A i-eement to Provide Continuin Disclosure, For the benefit of the holders and
benzficial owners fTOm time to time of the Bond;;, the City agrees, as the only obligated person
with respect to the Bonds under the Rule, to provide or cause to be provided such financial
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. Sep. 8. 1998 5: 12PM SS&D L. L, P.
No. 3533 P. 12/13
information and i~perating data, financial statements and notices, in such manner, as may be
required for ,purposes of paragraph (b)(5)(i) c>f the Rule. In order to describe and specify certain
terms of the'City's Continuing Disclosure Ati~reement for that purpose, and thereby to implement
drat agreement, including provisions for enforcement, amendment and termination, the Director
ul' Finance is authorized and directed to sign and deliver, in the name and on behalf of the City, a
continuing disclosure certificate, with any changes or amendments that are not inconsistent with
this Ordinan;cc and not substantially adverse to the City and that are approved by the Director of
Finance o~n behalf of the City, all of which shall be conclusively evidenced by the signing of that
certificate or amendments to it. The agreement formed, collectively, by this paragraph and chat
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.
Section 1~. Escrow Trustee; Escrow Ati:reement; Escrow Fund. To provide for the
payment of the principal of and interest on the ^ Refunded Bonds, the Director of Finance is
hereby authorized and directed for and in the name of the City arzd on its behalf to execute and
deliver to 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 as escrow trustee (the "Escrow Trustee")
the Escrotiv ;Agreement substantially in the form now on file with the Clerk of Council. The
l~setow fund provided for in the Escrow Agreement is hereby created. The form of Escrow
Agreement is approved with such chanties therein as are not inconsistent with this resolution and
not substantially adverse to the City and shall be approved by the officer executing the Escrow
Agreement. ' Approval of such changes and that such changes are not substantially adverse to the
City shall b~ conclusively evidenced by the execution of the Escrow Agreement by that official.
Acting pursua~~t to the resolution authorizing the 1992 Bonds, the ^ Refunded Bonds
n7aluririg on ^ December 1, ^ 2011, are hereby called for redemption on December 1, 2002, at
the redemption price of 102% of the principal amount thereof, and the Director of Finance is
Jlereby authorized and directed to cause those ^ Refunded Bonds to be called for redemption on
December 1, 2002, and arrange for the notice ol~ redemption to be given in accordance with the
;lpplicable provisions of the aforesaid resolution. Fc~r informational purposes, a certified copy of
this Ordinance shall be sent by the Clerk ol- Council to the bond registrar for the ^ Refunded
Bonds, Star Bank, National Association, Cincinnati, Ohio. !n order to provide for the payment
of (i) the interest on the ^ Refunded Bonds on June 1 and December 1 beginning December 1,
1998 through December 1, 2002^ and (ii) the principal of and redemption premium on
December L, 2002 an all Refunded Bonds maturing on December 1 ^, 201 l , the City covenants
:utd agrees with the Escrow Trustee and with the owners of the ^ Refunded Bonds that the City
will take, and will cause the Escrow Trustee to take, all steps required by the terms of the Escrow
Agreement to carry out such payments. Th.e City will provide from the proceeds of the Bonds
and other available funds in accordance with this Ordinance, moneys and investments sufficient
to pay ita full (i) interest on the ^ Refunded Bonds on June 1 and December 1 beginning
December 1, 1998 through December 1, 2002^ and ii the principal of and redemption premiurn
on December 1, 2002 on all ^ Refunded Bonds maturing ^ on December 1, " 2011. The City
covenants and agrees with the Escrow Trustee and with the owners of the ^ Refunded Bonds that
the City will take, and will cause the Escrow Trustee to take, all steps required by the terms of
this Ordinance, Section 133.34, Ohio Revised Code, and the Escrow Agreement to carry out such
payments sq that the ^ Refunded Bonds are riot deemed to be outstanding.
"lfierc shall be delivered to the Escrow Trustee for the Escrow Fund proceeds to be
received from the sale of the Bonds and other available funds which shall be invested in United
States Treasury Obligations, State and Local Govzrnment Series ("SLG Securities") or other
direct obligations of or obligations guaranteed as to both principal and interest of the United
States as defined in Section 133.34, Ohio Revised Code, of the United States of America (direct
obligations and guaranteed obligations together with the SLC7 Securities, collectively, the
''Securities") and which Securities shall be certified by an independent public accounting firm of
national reputation in a written report (the "Verification Report") to be of such maturities or
redemption: dates and interest of payment dates, at~d to bear such interest, as will be sufficient
together with any moneys in the Escrow 1~ and to be held in cash as contemplated by the
Verification Report without fitrther investment or reinvestment of either the principal amount
thereof or the interest earnings therefrom, to cause rho ^ Refunded Bonds to be deemed to be not
outstanding as provided for in Section 13:>.34, Ohio Revised Code, and the balance of those
proceeds, less any amount thereof, contemplated b}~ the Verification Report to be held in cash in
,Y ~.,~. __ ~___ ~~.
~z~, ~, l~y~ 5:13rM 55~>J L. 1,, P, No, 3533 P. 13/13
~Che Escrow Ft]]ad, shall be used for the payment of issuance costs related to the refunding and the
issuance of t}te Bonds.
Any such Securities, and moneys, if any, in addition thereto contemplated by the
Verification 'Report to be held in cash, shall be held by the Escrow Trustee in trust and
committed irrevocably to the payment of the principal of and interest and redemption premium
of the ^ Reft]z']ded Bonds.
'"~" Secti~in 11_ Certification and Delivery of Ordinance. The Clerk of Council is directed to
deliver a certified copy o'f this Ordinance and the Certificate of Awazd to the County Auditors of
"°~- F~'anklin, Delaware and Union Counties.
Se ti~~ 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 ~5su]ng of the Bonds i [] order to make them legal, valid and binding general
obligations ofthe 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 regulaz and due form as required by law;
that the full with and credit and general property taxing power (as described in Section 7) of the
City are pledged for the timely payment oi~ the debt charges on the Bonds; and that no statutory
or constitutional limitation of indebtedness or taxation will have been exceeded in tha issuance of
the Bonds.
action 13. Compliance with Onen Meeting Requirements. This Council finds and
determines irt]at all formal actions of this Council concerning and relatin6 to the adoption of this
(ardinance were taken in an open meeting of this Council and that all deliberations of this
Council and; of any commirtees that resulted in those formal actions were in meetings open to the
public in compliance with the law_
. Section 14.~ Effective Date. This Ordinance is declared to be an emergency measure
necessary fc3r the immediate preservation oJ~ the public peace, health, safety and welfare of the
'"` City, and for the further reason that this Ordinance is required to be immediately effective in
order to issue and sell the Bonds, which is necessary to enable the City to take advantage of
„~,,, favorable mprket conditions and realize a debt service savings for the City by timely retiring the
" Refun ed;Bonds, and to sell the Bonds in the most cost effective manner in coordination with
ocher pending bond issues of the City; wherefore, this Ordinance shall be iti full force and effect
immediately upon its passage.
Attest: ~F/«'e%y~/~ ~- ~-~~~`~°~-
Clerk of Council
Passed: ~ ,~- , 1998
Effective: , 1998
-12-
FISCAL OFFICER'S CERTIFICATE
To the Council of the City of Dublin, Ohio:
As fiscal officer of the City of Dublin, I certify in connection with your proposed issue of
not to exceed $2,600,000 of bonds (the Bonds) for the purpose of paying costs of providing
additional facilities at the Coffman Park municipal complex for the conduct of municipal
government operations by constructing, furnishing and equipping a new police facility, and
acquiring real estate and interests in real estate and making site improvements thereon by refunding
outstanding bonds of the City issued for those purposes (the improvement), that:
1. The estimated life or period of usefulness of the improvement is at least five years.
2. The maximum legally permitted maturity of the Bonds (which is the maximum legally
permitted maturity of the bonds to be refunded) exceeds the final maturity of the Bonds.
Dated: _, 1998
Directo of Finance
City of Dublin, Ohio