Title
AN ORDINANCE AUTHORIZING THE ISSUANCE OF BOND ANTICIPATION NOTES IN THE AMOUNT OF NOT TO EXCEED $1,000,000 IN ANTICIPATION OF THE ISSUANCE OF BONDS FOR THE PURPOSE OF DESIGNING, ENGINEERING, AND CONSTRUCTING VARIOUS IMPROVEMENTS TO THE CITY’S MUNICIPAL GOLF COURSE, WITH RELATED SITE IMPROVEMENTS AND APPURTENANCES THERETO, AND APPROVING RELATED MATTERS
Body
WHEREAS, this City Council of the City of Groveport, Ohio (the “City”) has heretofore determined the necessity of designing, engineering, and constructing various improvements to the City’s municipal golf course, with related site improvements and appurtenances thereto (the “Project”); and
WHEREAS, the Director of Finance of the City (the “Director of Finance”), as fiscal officer of the City, has heretofore estimated that the life of the project hereinafter described is at least five (5) years, and certified that the maximum maturity of the bonds issued therefor is twenty (20) years, and of the notes to be issued in anticipation thereof as twenty (20) years; and
WHEREAS, this City Council anticipates that debt service on such bonds will be paid from municipal income taxes of the City (the “Revenues”); and
WHEREAS, notes heretofore issued in anticipation of such bonds in the amount of $1,300,000 (the “Prior Notes”) are about to mature and should be renewed in a principal amount not to exceed $1,000,000;
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 Bonds. It is hereby declared necessary to issue bonds (the “Bonds”) of the City in the principal sum of not to exceed $1,000,000, for the purpose of paying the cost of the Project, including “financing costs” as defined in Section 133.01 of the Ohio Revised Code.
Section 2. Terms of Bonds. The Bonds shall be issued in the principal amount and for the purpose aforesaid under authority of the general laws of the State of Ohio, particularly Chapter 133 of the Ohio Revised Code. Said Bonds shall be dated approximately April 1, 2025, shall bear interest at the rate now estimated at seven per centum (7.00%) per annum and shall mature in substantially equal annual or semiannual installments over a period not exceeding twenty (20) years after their issuance.
Section 3. Issuance and Terms of Bond Anticipation Notes. It is necessary to issue, and this City Council hereby determines that there shall be issued, renewal notes in anticipation of the issuance of the Bonds. Such anticipatory renewal notes (the “Notes”) shall be in the amount of not to exceed $1,000,000, which sum does not exceed the principal amount of the Bonds. The Notes shall (i) be issued in such principal amount, (ii) be dated the date of their issuance, (iii) mature not more than one (1) year from such date of issuance; (iv) bear interest at a rate per annum not exceeding seven percent (7.00%) per annum, which interest shall be payable at maturity, (v) be issued in such numbers and denominations of $100,000 or more as may be requested by the Original Purchaser (as hereinafter defined) of such Notes, and (vi) 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, as the paying agent, registrar and transfer agent, or the office of a bank or trust company designated to serve as the paying agent, registrar and transfer agent (the “Paying Agent and Registrar”) for the Notes, all as determined by the Director of Finance without further action of this City Council in a certificate of award (the “Certificate of Award”), which determinations shall be conclusive. The Certificate of Award shall set forth the final terms of the Notes, consistent with the requirements of this Ordinance, and shall be presented to this City Council after closing.
The 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.
The Notes shall be issued in fully-registered form, without coupons, and shall be payable without deduction for exchange, collection or service charges to the person whose name appears on the Note registration records to be maintained by the Paying Agent and Registrar as the registered holder thereof.
The 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 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 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.
This City and the Paying Agent and Registrar may deem and treat the registered holders of the Notes as the absolute owners thereof for all purposes, and neither this City nor the Paying Agent and Registrar shall be affected by any notice to the contrary.
The Notes shall be designated “Municipal Golf Course Bond Anticipation Notes, Series 2024 (Second Renewal)” or as otherwise provided in the Certificate of Award.
Section 4. Form and Execution of Notes; Payment of Notes. The Notes shall be executed by the Director of Finance and the Administrator and may bear the Mayor’s seal, provided that any and all of such signatures and such seal may be a facsimile, and shall be payable as to both principal and interest at the office of the Paying Agent and Registrar. The Notes shall express upon their faces the purpose for which they are issued and that they are issued pursuant to this Ordinance.
The principal of and interest on the Notes shall be payable in lawful money of the United States of America without deduction for the services of the Paying Agent and Registrar. The principal of and interest on the Notes shall be payable upon presentation and surrender of the Notes at their maturity at the office of the Paying Agent and Registrar. No 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 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 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 Notes.
Section 5. Sale of the Notes. The 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 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 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 Notes in the manner provided by law. The Notes may be issued and sold on a consolidated basis with other notes of this City pursuant to Section 133.30(B) of the Ohio Revised Code and a consolidating ordinance passed by this City Council on this date if the Director of Finance so determines, in which event, the terms of which are incorporated herein by reference. Such consolidated note issue is referred to herein as the “Consolidated Note Issue.”
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. Income Tax Pledge; Debt Service Levy. The City hereby covenants, pursuant to Section 133.05(B)(7) of the Ohio Revised Code, to appropriate annually from lawfully available municipal income taxes, and to continue to levy and collect municipal income taxes adequate to produce, amounts necessary to meet the debt charges on the Notes and the Bonds in each year until full payment is made.
During the year or years while the Notes run there shall be levied upon all of the taxable property in this City in addition to all other taxes, a direct tax annually not less than that which would have been levied if bonds had been issued without the prior issue of the Notes; provided, however, that in each year to the extent the Revenues and other moneys are available for the payment of the Notes and bonds and are appropriated for such purpose, the amount of such tax shall be reduced by the amount of such Revenues and other moneys so available and appropriated.
Said tax shall be and is hereby 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 said years are certified, extended and collected. Said tax shall be placed before and in preference to all other items and for the full amount thereof. The funds derived from said tax levy hereby required, or from the other described sources, shall be placed in a separate and distinct fund, which together with all interest collected on the same, shall be pledged irrevocably for the payment of the principal and interest of the Notes or the bonds in anticipation of which they are issued when and as the same fall due.
Section 8. Federal Tax Law Compliance. The City hereby covenants that it will restrict the use of the proceeds of the Notes hereby authorized in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the debt is incurred, so that they will not constitute “arbitrage bonds” under Sections 103(b)(2) and 148 of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations prescribed thereunder and will, to the extent possible, comply with all other applicable provisions of the Code and the regulations thereunder in order to retain the Federal income tax exemption for interest on the Notes, including any expenditure requirements, investment limitations, rebate requirements or use restrictions. The Director of Finance or any other officer having responsibility with respect to the issuance of the Notes, including the Administrator, is authorized and directed to give an appropriate certificate on behalf of the City on the date of delivery of the Notes for inclusion in the transcript of proceedings, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to the use of the proceeds thereof and the provisions of the Code and the regulations thereunder.
The Notes may be designated or deemed designated as “qualified tax-exempt obligations” to the extent permitted by Section 265(b)(3) of the Code, as determined by the Director of Finance without further action of this City Council in the Certificate of Award. If so designated by the Director of Finance, the Director of Finance shall find and determine that the reasonable anticipated amount of qualified tax-exempt obligations (other than private activity bonds) which will be issued by the City during this calendar year does not and will covenant on behalf of this City Council that, during such year, the amount of tax-exempt obligations issued by the City and designated as “qualified tax-exempt obligations” for such purpose will not exceed $10,000,000. The Director of Finance and other appropriate officers, and any of them, are authorized to take such actions and give such certifications on behalf of the City with respect to the reasonably anticipated amount of tax-exempt obligations to be issued by the City during this calendar year and with respect to such other matters as appropriate under Section 265(b)(3).
The Director of Finance shall keep and maintain adequate records pertaining to investment of all proceeds of the Notes sufficient to permit, to the maximum extent possible and presently foreseeable, the City to comply with any federal law or regulation now or hereafter having applicability to the Notes which limits the amount of Note proceeds which may be invested on an unrestricted yield or requires the City to rebate arbitrage profits to the United States Department of the Treasury. The Director of Finance of the City is hereby authorized and directed to file such reports with, and rebate arbitrage profits to, the United States Department of the Treasury, to the extent that any federal law or regulation having applicability to the Notes requires any such reports or rebates.
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 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 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. 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 Notes as a part of the Consolidated Note Issue 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 11. 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 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 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 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 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 12. Satisfaction of Conditions for Note Issuance. It is hereby determined that all acts, conditions and things necessary to be done precedent to and in the issuing of the 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 Notes.
Section 13. 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 14. 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 15. 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