Title
AN ORDINANCE CONSOLIDATING UP TO THREE BOND ANTICIPATION NOTE ISSUES OF THE CITY OF GROVEPORT, OHIO INTO A CONSOLIDATED NOTE ISSUE, AND ESTABLISHING THE TERMS OF SUCH CONSOLIDATED NOTE ISSUE
Body
WHEREAS, this City Council of the City of Groveport, Ohio (the “City”) has passed three ordinances authorizing the following general obligation bond anticipation note issues pursuant to Chapter 133 of the Ohio Revised Code for the purposes indicated: (i) not to exceed $1,000,000 Municipal Golf Course Bond Anticipation Notes, Series 2024 (Second Renewal) for the purpose of renewing notes previously issued for the purpose of paying part of the costs of designing, engineering, and constructing various improvements to the City’s municipal golf course, with related site improvements and appurtenances thereto; (ii) not to exceed $200,000 Municipal Road Construction Vehicle and Equipment Bond Anticipation Notes, Series 2024 (Second Renewal) for the purpose of renewing notes previously issued for the purpose of paying part of the costs of acquiring vehicles and related equipment for municipal road construction and servicing purposes; and (iii) not to exceed $1,400,000 Municipal Recreation Bond Anticipation Notes, Series 2024 for the purpose of constructing a recreational facility consisting of pickleball courts, shelters, bleachers, and related equipment and furnishings, along with any necessary site improvements thereto (such note issues are collectively referred to as the “2024 Series Notes”); and
WHEREAS, this City Council desires to authorize the issuance and sale of some or all of the 2024 Series Notes on a consolidated basis pursuant to Section 133.30(B) of the Ohio Revised Code and this Ordinance;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF GROVEPORT, COUNTY OF FRANKLIN, STATE OF OHIO, A MAJORITY OF ITS MEMBERS CONCURRING, THAT:
Section 1. Issuance of Consolidated Notes. Pursuant to the provisions of Section 133.30(B) of the Ohio Revised Code, some or all of the 2024 Series Notes, as determined by the Director of Finance in the Certificate of Award, as hereinafter defined, without further action of this City Council, shall be consolidated into a single note issue which shall be designated “Various Purpose Bond Anticipation Notes, Series 2024” or as otherwise provided in the Certificate of Award (such consolidated notes are hereinafter referred to as the “Consolidated Notes”).
Section 2. Terms of Consolidated Notes. The Consolidated Notes shall be issued under authority of the general laws of the State of Ohio, particularly Chapter 133 of the Ohio Revised Code. The Consolidated Notes shall (i) be dated as of the same date as the 2024 Series Notes included in the Consolidated Notes, (ii) be in a principal amount equal to the sum of the aggregate principal amounts of such 2024 Series Notes, (iii) be numbered from R-1 upwards in order of issuance, (iv) be of the denominations of $100,000 or more requested by the purchaser, (v) mature on the date such 2024 Series Notes mature in an amount equal to the sum of the maturity amounts for such 2024 Series Notes for such date, and (vi) bear interest payable at maturity at a rate equal to the rate of interest on such 2024 Series Notes.
The Consolidated Notes shall not be subject to call for redemption at any time prior to maturity, unless otherwise determined by the Director of Finance in the Certificate of Award.
It is hereby determined by this City Council that the issuance of the Consolidated Notes provided herein are in the best interests of the City and that the maturity provisions set forth above are consistent with the aggregate of the separate maturities of the respective ordinances authorizing the 2024 Series Notes.
Section 3. Form and Execution of Consolidated Notes; Pavement of Consolidated Notes. The Consolidated Notes shall express upon their faces a summary statement of purposes encompassing the purposes stated in the ordinances authorizing the 2024 Series Notes and that they are issued in pursuance of this Ordinance. The Consolidated Notes shall be in fully registered form without coupons, shall bear the signatures of Director of Finance and the Administrator, provided that any and all of such signatures may be a facsimile, and shall be payable as to both principal and interest at the office of Paying Agent and Registrar (as defined hereinbelow). The Consolidated Notes shall be payable as to both principal and interest in federal funds of the United States of America at the office of the Director of Finance, or the office of a bank or trust company to be designated by the Director of Finance in the Certificate of Award (as hereinafter defined) without further action of this City Council, as the paying agent, registrar and transfer agent (the “Paying Agent and Registrar”) for the Notes, without deduction for exchange, collection or service charges, to the person whose name appears on the Note registration records as the registered holder thereof. The Consolidated Notes shall bear the manual authenticating signature of an authorized representative of the Paying Agent and Registrar. No Consolidated Note shall be valid or become obligatory for any purpose or shall be entitled to any security or benefit under this Ordinance unless and until a certificate of authentication, as printed on the Consolidated Note, is signed by the Paying Agent and Registrar as authenticating agent. Authentication by the Paying Agent and Registrar shall be conclusive evidence that the Consolidated Note so authenticated has been duly issued and delivered under this Ordinance and is entitled to the security and benefit of this Ordinance. The certificate of authentication may be signed by any officer or officers of the Paying Agent and Registrar or by such other person acting as an agent of the Paying Agent and Registrar as shall be approved by the Director of Finance on behalf of the City. It shall not be necessary that the same authorized person sign the certificate of authentication on all of the Consolidated Notes.
The Consolidated Notes shall be transferable by the registered holder thereof in person or by his attorney duly authorized in writing at the office of the Paying Agent and Registrar upon presentation and surrender thereof to the Paying Agent and Registrar. The City and the Paying Agent and Registrar shall not be required to transfer any Consolidated Note during the 15-day period preceding any interest payment date, and no such transfer shall be effective until entered upon the registration records maintained by the Paying Agent and Registrar. Upon such transfer, a new Consolidated Note or Notes of authorized denominations of the same maturity and for the same aggregate principal amount shall be issued to the transferee in exchange therefor.
The City and the Paying Agent and Registrar may deem and treat the registered holders of the Consolidated Notes as the absolute owners thereof for all purposes, and neither the City nor the Paying Agent and Registrar shall be affected by any notice to the contrary.
Section 4. Incorporation by Reference of 2024 Series Note Ordinances. The provisions of the respective ordinances authorizing the 2024 Series Notes included in the Consolidated Notes relating to security and sources of payment, federal tax status of such 2024 Series Notes and of interest payable thereon, are hereby incorporated by reference into this Ordinance and the Consolidated Notes.
Section 5. Sale of the Notes. The Consolidated Notes shall be sold to one or more entities designated or defined as such in the Certificate of Award (the “Original Purchaser”) at not less than 100% of the principal amount thereof, plus accrued interest to the date of delivery, as determined by the Director of Finance in a certificate of award (the “Certificate of Award”) without further action of this City Council pursuant to the Original Purchaser’s offer to purchase which such officer is hereby authorized to accept. The proceeds from such sale, except any premium or accrued interest thereon, shall be used for the purpose aforesaid and for no other purpose, and for which purpose said proceeds are hereby appropriated. Any premium may be used to pay the financing costs of the Consolidated Notes within the meaning of the Ohio Revised Code and any additional premium and accrued interest shall be transferred to the bond retirement fund to be applied to the payment of principal and interest of the Consolidated Notes in the manner provided by law.
Section 6. General Obligation Pledge. The Notes shall be the full general obligations of this City, and the full faith, credit and revenue of this City are hereby pledged for the prompt payment of the same. The principal amount received from the sale of the bonds anticipated by the Notes and any excess fund resulting from the issuance of the Notes shall, to the extent necessary, be used only for the retirement of the Notes at maturity, together with interest thereon and is hereby pledged for such purpose.
Section 7. Book-Entry System. For purposes of this Ordinance, the following terms shall have the following meanings:
“Book entry form” or “book entry system” means a form or system under which (i) the beneficial right to payment of principal of and interest on the Consolidated Notes may be transferred only through a book entry, and (ii) physical Consolidated Note certificates in fully registered form are issued only to the Depository or its nominee as registered owner, with the Consolidated Notes “immobilized” to the custody of the Depository, and the book entry maintained by others than this City is the record that identifies the owners of beneficial interests in those Consolidated Notes and that principal and interest.
“Depository” means any securities depository that is a clearing agency under federal law operating and maintaining, together with its Participants or otherwise, a book entry system to record ownership of beneficial interests in Consolidated Notes or principal and interest, and to effect transfers of Consolidated Notes, 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.
All or any portion of the Consolidated Notes may be initially issued to a Depository for use in a book entry system, and the provisions of this Section shall apply to such Consolidated Notes, notwithstanding any other provision of this Ordinance. If and as long as a book entry system is utilized with respect to any of such Consolidated Notes: (i) there shall be a single Consolidated Note of each maturity; (ii) those Consolidated Notes shall be registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (iii) the beneficial owners of Consolidated Notes in book entry form shall have no right to receive Consolidated Notes in the form of physical securities or certificates; (iv) ownership of beneficial interests in any Consolidated Notes 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 (v) the Consolidated Notes 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 this City. Debt service charges on Consolidated Notes in book entry form registered in the name of a Depository or its nominee shall be payable in the manner provided in this City’s agreement with the Depository to the Depository or its authorized representative (i) in the case of interest, on each interest payment date, and (ii) in all other cases, upon presentation and surrender of Consolidated Notes as provided in this Ordinance.
The Paying Agent and Registrar may, with the approval of this City, enter into an agreement with the beneficial owner or registered owner of any Consolidated Note in the custody of a Depository providing for making all payments to that owner of principal and interest on that Consolidated Note or any portion thereof (other than any payment of the entire unpaid principal amount thereof) at a place and in a manner (including wire transfer of federal funds) other than as provided in this Ordinance, without prior presentation or surrender of the Consolidated Note, upon any conditions which shall be satisfactory to the Paying Agent and Registrar. That payment in any event shall be made to the person who is the registered owner of that Consolidated Note on the date that principal is due, or, with respect to the payment of interest, as of the applicable date agreed upon as the case may be. The Paying Agent and Registrar shall furnish a copy of each of those agreements, certified to be correct by the Paying Agent and Registrar, to any other paying agents for the Consolidated Notes. Any payment of principal or interest pursuant to such an agreement shall constitute payment thereof pursuant to, and for all purposes of, this Ordinance.
The Director of Finance is authorized and directed without further action of this City Council to execute, acknowledge and deliver, in the name of and on behalf of this City, a blanket letter agreement between this City and The Depository Trust Company, as Depository, to be delivered in connection with the issuance of the Consolidated Notes to the Depository for use in a book entry system, and to take all other actions they deem appropriate in issuing the Consolidated Notes under a book entry system.
If any Depository determines not to continue to act as Depository for the Consolidated Notes for use in a book entry system, this City and the Paying Agent and Registrar may attempt to establish a securities depository/book entry relationship with another qualified Depository under this Ordinance. If this City and the Paying Agent and Registrar do not or are unable to do so, this City and the Paying Agent and Registrar, after the Paying Agent and Registrar has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Consolidated Notes from the Depository and authenticate and deliver Consolidated Note certificates in fully registered form to the assigns of the Depository or its nominee, all at the cost and expense (including costs of printing definitive Consolidated Notes), if the event is not the result of action or inaction by this City or the Paying Agent and Registrar, of those persons requesting such issuance.
Section 8. Appointment of Paying Agent and Registrar. The Director of Finance is authorized to execute and deliver an agreement with the Paying Agent and Registrar for its services as paying agent, registrar and transfer agent for the Consolidated Notes in such form as such officer may approve, the execution thereof by such officer to be conclusive evidence of such authorization and approval. If at any time the Paying Agent and Registrar shall be unable or unwilling to serve as such, or the Director of Finance in such officer’s discretion shall determine that it would be in the best interest of the City for such functions to be performed by another party, the Director of Finance may, and is hereby authorized and directed to, enter into an agreement with a national banking association or other appropriate institution experienced in providing such services, to perform the services required of the Paying Agent and Registrar hereunder.
Section 9. Appointment of Bond Counsel and Municipal Advisor. The law firm of Dinsmore & Shohl LLP be and is hereby retained as bond counsel to the City to prepare the necessary authorization and related closing documents for the issuance, sale and delivery of the Consolidated Notes and, if appropriate, rendering its approving legal opinion in connection therewith in accordance with the written agreement presently on file with the City, which the Director of Finance and/or the Administrator, individually or together, are hereby authorized to execute and deliver on behalf of the City, with such changes thereto not substantially adverse to the City as may be approved by such officers. The approval of such changes by such officers, and that the same are not substantially adverse to the City, shall be conclusively evidenced by the execution of such agreement by such officers. Such law firm shall be compensated by the City for the above services in accordance with such written agreement. Bradley Payne Advisors, LLC, is hereby approved and authorized to serve as a municipal advisor to the City with respect to the issuance of the Consolidated Notes. The fees to be paid by such firms shall be subject to review and approval by the Director of Finance and shall not exceed the fees customarily charged for such services.
Section 10. Transcript of Proceedings: Execution of Additional Documents. The officer having charge of the minutes of the City Council and any other officers of the City Council, or any of them individually, are hereby authorized and directed to prepare and certify a true transcript of proceedings pertaining to the Consolidated Notes and to furnish a copy of such transcript to the Original Purchaser. Such transcript shall include certified copies of all proceedings and records of the City Council relating to the power and authority of the City to issue the Consolidated Notes and certificates as to matters within their knowledge or as shown by the books and records under their custody and control, and such certified copies and certificates shall be deemed representations of the City as to the facts stated therein.
Except for the procedure for authenticating the Consolidated Notes set forth in this Ordinance, documents (including this Ordinance) executed, scanned and transmitted electronically and electronic and digital signatures shall be deemed original signatures for said transcript of the Notes, for the purposes of this Ordinance, and for all matters related thereto, with any such scanned, electronic, and digital signatures having the same legal effect as original signatures. The Director of Finance and/or Administrator, individually or together, are hereby authorized and directed to take such action and to execute and deliver, on behalf of this Council, such additional instruments, agreements, certificates, and other documents as may be in their discretion necessary or appropriate in order to carry out the intent of this Ordinance in order to effectuate the issuance and delivery of the Consolidated Notes. Such documents shall be in the form not substantially inconsistent with the terms of this Ordinance, as they in their discretion shall deem necessary or appropriate.
Section 11. Satisfaction of Conditions for Consolidated Note Issuance. It is hereby determined that all acts, conditions and things necessary to be done precedent to and in the issuing of the Consolidated Notes in order to make them legal, valid and binding obligations of the City have happened, been done and been performed in regular and due form as required by law; that the full faith, credit and revenue of the City are hereby irrevocably pledged for the prompt payment of the principal and interest thereof at maturity; and that no limitation of indebtedness or taxation, either statutory or constitutional, has been exceeded in issuing the Consolidated Notes.
Section 12. Compliance with Open Meeting Requirements. It is hereby found and determined that all formal actions of this City Council concerning and relating to the passage of this Ordinance were passed in an open meeting of this City Council, and that all deliberations of this City Council and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements including Section 121.22 of the Ohio Revised Code.
Section 13. Filing of Bond Ordinance. The Clerk of Council is hereby directed to forward a certified copy of this Ordinance to the County Auditor of the County of Franklin, Ohio.
Section 14. Effective Date. For the reasons stated in the preambles hereto which are made a part hereof, this Ordinance shall take effect and be in force at the earliest date permitted by law.
_____________________________
Lance Westcamp, Mayor
_____________________________
Mindy Kay
Clerk of Council
Approved as to form:
_____________________________
Kevin C. Shannon, Law Director