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AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $8,850,000 OF BONDS FOR THE PURPOSE OF REFUNDING BONDS ISSUED IN 2007 FOR VARIOUS MUNICIPAL PURPOSES, AUTHORIZING A BOND PURCHASE AGREEMENT APPROPRIATE FOR THE SALE OF THE BONDS, AND AUTHORIZING AN OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF THE BONDS.
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WHEREAS, pursuant to various ordinances passed by City Council (the "Council") of the City of Gahanna, Ohio (the "City"), the City issued and sold its Various Purpose Bonds, Series 2007, dated July 31, 2007, of which $9,440,000 remains currently outstanding (the "Outstanding Bonds") and $6,970,000 is callable (the "Callable Amount"); and
WHEREAS, the City can achieve a reduction in the debt service associated with the Outstanding Bonds by providing for the refunding of all or a portion of the Callable Amount of such Outstanding Bonds (the "2007 Refunded Bonds"); and
WHEREAS, due to current market conditions, this Council believes that it is in the best interest of the City to refund the 2007 Refunded Bonds using the proceeds of refunding bonds, authorized by Section 133.34(A)(3) of the Ohio Revised Code, together with other moneys available for that purpose, if any, if the savings targets described in this ordinance can be met;
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF GAHANNA, STATE OF OHIO:
Section 1. Bonds of the City shall be issued in one or more series, in the aggregate principal sum not to exceed Eight Million Eight Hundred Fifty Thousand Dollars ($8,850,000) (the "Series 2013B Refunding Bonds"), or such lesser amount as shall be determined by the Director of Finance and certified to this Council, the proceeds of which Series 2013B Refunding Bonds, together with other funds available therefor, will be used for the purpose of refunding all or a portion of the 2007 Refunded Bonds and to pay all or a portion of the financing costs associated with such purpose. Any Series 2013B Refunding Bonds authorized by this Ordinance (or the combined bonds authorized in Section 4 hereof) shall be issued not later than December 31, 2013.
Section 2. There shall be and is hereby levied annually on all the taxable property in the City, in addition to all other taxes and inside the ten mill limitation, a direct tax (the "Debt Service Levy") for each year during which any of the Series 2013B Refunding Bonds are outstanding, for the purpose of providing, and in an amount which is sufficient to provide, funds to pay interest upon the Series 2013B Refunding Bonds as and when the same falls due and to provide a fund for the repayment of the principal of the Series 2013B Refunding Bonds at maturity or upon redemption. The Debt Service Levy shall not be less than the interest and sinking fund tax required by Article XII, Section 11 of the Ohio Constitution.
Section 3. The Debt Service Levy 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 such years are certified, extended and collected. The Debt Service Levy shall be placed before and in preference to all other items and for the full amount thereof. The funds derived from the Debt Service Levy shall be placed in a separate and distinct fund, which shall be irrevocably pledged for the payment of the premium, if any, and interest on and principal of the Series 2013B Refunding Bonds when and as the same fall due. Notwithstanding the foregoing, if the City determines that funds will be available from other sources for the payment of the Series 2013B Refunding Bonds in any year, the amount of the Debt Service Levy for such year shall be reduced by the amount of funds which will be so available, and the City shall appropriate such funds to the payment of the Series 2013B Refunding Bonds in accordance with law.
Section 4. It is hereby determined that, for purposes of issuance and sale, it is in the best interests of the City, if prevailing market rates at the time of the issuance of the Series 2013B Refunding Bonds permit, to combine the Series 2013B Refunding Bonds with other limited tax refunding bond issues of the City, authorized by another ordinance of this Council adopted on the date hereof. The Series 2013B Refunding Bonds and such other bonds may be issued in one or more series. As used in this Ordinance, "Bonds" shall mean the Series 2013B Refunding Bonds or, if such Series 2013B Refunding Bonds are combined with other refunding bonds of the City as provided by this Section 4, to the combined refunding Bonds, as appropriate. The Bonds shall be designated "Various Purpose Refunding Bonds, Series 2013," or as otherwise provided in the Certificate of Award, as hereinafter defined, in order to distinguish one series of bonds from another.
Section 5. The Bonds shall be issued only as fully registered bonds, in the denomination of $5,000 or any integral multiple thereof but not exceeding the principal amount of Bonds maturing on any one date; shall be numbered from R-1 upward; shall be dated as set forth in the Certificate of Award provided for in Section 10 hereof; shall bear interest payable semi annually on the dates specified in the Certificate of Award (the "Interest Payment Dates"), until the principal sum is paid; and shall bear interest at the rates, shall mature, shall be subject to mandatory redemption in the amounts and on the dates, and shall be subject to optional redemption in the years and at the redemption prices, as shall be set forth in the Certificate of Award.
If less than all of the then outstanding Bonds are called for redemption, the Bonds so called shall be selected by lot by the City in such manner as it shall determine. When partial redemption of a single maturity of Bonds is authorized, the Bond Registrar shall select Bonds or portions thereof by lot within such maturity in such manner as the Bond Registrar may determine, provided, however, that the portion of any Bond so selected will be in the amount of $5,000 or an integral multiple thereof.
The right of redemption shall be exercised by notice specifying by numbers the Bonds to be called, the redemption price to be paid, the date fixed for redemption and the places where amounts due upon such redemption are payable. The City shall cause such notice to be given by first class mail, postage prepaid, to the registered holder or holders of the Bonds to be redeemed, mailed to the address shown on the registration books, not less than thirty (30) days prior to such redemption date. All Bonds so called for redemption shall cease to bear interest on the redemption date, provided moneys for the redemption of said Bonds are on deposit at the office of the Bond Registrar at that time.
Section 6. The Bonds shall set forth the purposes for which they are issued and that they are issued pursuant to this Ordinance, and shall be executed by the Mayor and the Director of Finance of the City, in their official capacities, provided that either or both of those signatures may be a facsimile. No Bond 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 Bond, is signed by the Bond Registrar (as defined in Section 8 hereof) as authenticating agent. Authentication by the Bond Registrar shall be conclusive evidence that the Bond so authenticated has been duly issued and delivered under this Ordinance and is entitled to the security and benefit of this Ordinance.
Section 7. The principal of and premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Bond Registrar as paying agent. The principal of the Bonds shall be payable upon presentation and surrender of the Bonds at the office of the Bond Registrar. Each Bond shall bear interest from the later of the date thereof, or the most recent Interest Payment Date to which interest has been paid or duly provided for, unless the date of authentication of any Bond is less than 15 days prior to an Interest Payment Date, in which case interest shall accrue from such Interest Payment Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered, at the close of business on the 15th day next preceding that Interest Payment Date (the "Record Date") (unless such date falls on a non business day, in which case the Record Date shall be the preceding business day), on the Bond Register (as defined in Section 8 hereof) at the address appearing therein.
Any interest on any Bond which is payable, but is not punctually paid or provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the registered owner on the relevant Record Date by virtue of having been such owner and such Defaulted Interest shall be paid to the registered owner in whose name the Bond is registered at the close of business on a date (the "Special Record Date") to be fixed by the Bond Registrar, such Special Record Date to be not more than 15 nor less than 10 days prior to the date of proposed payment. The Bond Registrar shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each registered owner, at his address as it appears in the Bond Register, not less than 10 days prior to such Special Record Date, and may, in its discretion, cause a similar notice to be published once in a newspaper in each place where Bonds are payable, but such publication shall not be a condition precedent to the establishment of such Special Record Date.
Subject to the foregoing provisions of this Section 7, each Bond delivered by the Bond Registrar upon transfer of or in exchange for or in lieu of any other Bond shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond.
Section 8. The Director of Finance is hereby authorized and directed to execute on behalf of the City an agreement (the "Bond Registrar Agreement") with such bank or other appropriate financial institution as shall be acceptable the Director of Finance and the Original Purchaser, pursuant to which such bank or financial institution shall agree to serve as authenticating agent, bond registrar, transfer agent and paying agent (collectively, the "Bond Registrar") for the Bonds. If at any time the Bond 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 Bond Registrar hereunder. Each such successor Bond Registrar shall promptly advise all bondholders of the change in identity and new address of the Bond Registrar. So long as any of the Bonds remain outstanding, the City will cause to be maintained and kept by the Bond Registrar, at the office of the Bond Registrar, all books and records necessary for the registration, exchange and transfer of Bonds as provided in this Section (the "Bond Register"). Subject to the provisions of Section 7 hereof, the person in whose name any Bonds shall be registered on the Bond Register shall be regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of and premium, if any, and interest on any Bond shall be made only to or upon the order of that person. Neither the City nor the Bond Registrar shall be affected by any notice to the contrary, but the registration may be changed as herein provided. All payments shall be valid and effectual to satisfy and discharge the liability upon the Bonds, including the interest thereon, to the extent of the amount or amounts so paid.
Any Bond, upon presentation and surrender at the principal office of the Bond Registrar, together with a request for exchange signed by the registered owner or by a person authorized by the owner to do so by a power of attorney in a form satisfactory to the Bond Registrar, may be exchanged for Bonds of any authorized denomination or denominations equal in the aggregate to the unmatured principal amount of the Bonds surrendered, and bearing interest at the same rate and maturing on the same date.
A Bond may be transferred only on the Bond Register upon presentation and surrender thereof at the principal office of the Bond Registrar, together with an assignment executed by the registered owner or by a person authorized by the owner to do so by a power of attorney in a form satisfactory to the Bond Registrar. Upon that transfer, the Bond Registrar shall complete, authenticate and deliver a new Bond or Bonds of any authorized denomination or denominations equal in the aggregate to the unmatured principal amount of the Bonds surrendered, and bearing interest at the same rate and maturing on the same date.
The City and the Bond Registrar shall not be required to transfer or exchange any Bond for a period of fifteen days next preceding the date of its maturity.
In all cases in which Bonds are exchanged or transferred hereunder, the City shall cause to be executed and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Ordinance. The exchange or transfer shall be without charge to the owner; except that the City and Bond Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge required to be paid with respect to the exchange or transfer. The City or the Bond Registrar may require that those charges, if any, be paid before it begins the procedure for the exchange or transfer of the Bonds. All Bonds issued upon any transfer or exchange shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon that transfer or exchange.
If at any time the Director of Finance determines that it is in the best interests of the City that a bank or other appropriate financial institution experienced in providing the services of authenticating agent, bond registrar, transfer agent and paying agent should serve as co-Bond Registrar in addition to the Bond Registrar, then the Director of Finance shall, and is hereby authorized to, execute on behalf of the City a Bond Registrar Agreement with such entity, pursuant to which such bank or financial institution shall agree to serve as co-Bond Registrar for the Bonds. If at any time such bank or financial institution shall be unable or unwilling to serve as co-Bond Registrar, 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 another banking association or other appropriate institution experienced in providing such services, to perform the services required of the co-Bond Registrar hereunder. Each such successor co-Bond Registrar shall promptly advise all bondholders of the change in identity and its address.
Section 9. The Bonds, or any portion thereof, may be initially issued to a Depository for use in a book entry system (each as hereinafter defined), and the provisions of this Section shall apply notwithstanding any other provision of this Ordinance: (i) the Bonds shall be registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (ii) the beneficial owners in book entry form shall have no right to receive Bonds in the form of physical securities or certificates; (iii) ownership of beneficial interests in any Bond in book entry form shall be shown by book entry on the system maintained and operated by the Depository, and transfers of the ownership of beneficial interests shall be made only by the Depository and by book entry; and (iv) the Bonds as such shall not be transferable or exchangeable, except for transfer to another Depository or to another nominee of a Depository, without further action by the City. Principal of and premium, if any, and interest on the Bonds in book entry form registered in the name of a Depository or its nominee shall be payable in same day funds delivered to the Depository or its authorized representative (a) in the case of interest, on each Interest Payment Date, and (b) in all other cases, upon presentation and surrender of Bonds as provided in this Ordinance.
The Bond Registrar may, with the approval of the Director of Finance, enter into an agreement with the beneficial owner or registered owner of a Bond in the custody of a Depository providing for making all payments to that owner of principal of and premium, if any, and interest on that Bond 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 above in this Ordinance, without prior presentation or surrender of the Bond, upon any conditions which shall be satisfactory to the Bond Registrar and the City. That payment in any event shall be made to the person who is the registered owner of the Bond 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 Bond Registrar will furnish a copy of each of these agreements, certified to be correct by the Bond Registrar, to other paying agents for the Bonds and to the City. Any payment of principal, premium or interest pursuant to such an agreement shall constitute payment thereof pursuant to, and for all purposes of, this Ordinance.
The Director of Finance of the City is authorized and directed to execute, acknowledge and deliver, in the name of and on behalf of the City, a letter agreement among the City, the Bond Registrar and The Depository Trust Company, as Depository, to be delivered in connection with the issuance of the Bonds to the Depository for use in a book entry system.
If any Depository determines not to continue to act as a depository for the Bonds for use in a book entry system, the City and the Bond Registrar may attempt to have established a securities depository/book entry relationship with another qualified Depository under this Ordinance. If the City and the Bond Registrar do not or are unable to do so, the City and the Bond Registrar, after the Bond Registrar has made provision for notification of the beneficial owners by the then Depository, shall permit withdrawal of the Bonds from the Depository, and authenticate and deliver Bond 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 Bonds), if the event is not the result of action or inaction by the City or the Bond Registrar, of those persons requesting such issuance.
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 Bonds may be transferred only through a book entry and (ii) physical Bonds in fully registered form are issued only to a Depository or its nominee as registered owner, with the Bonds "immobilized" to the custody of the Depository, and the book entry is the record that identifies the owners of beneficial interests in those Bonds.
"Depository" means any securities depository that is a clearing agency under federal law operating and maintaining, together with its participants, a book entry system to record beneficial ownership of Bonds, and to effect transfers of Bonds, in book entry form, and includes The Depository Trust Company (a limited purpose trust company), New York, New York, and its nominees.
Section 10. The sale and award of the Bonds shall be evidenced by a Certificate of Award (the "Certificate of Award") signed by the Director of Finance. The Certificate of Award shall identify the original purchaser of the Bonds (the "Original Purchaser"), the aggregate principal amount of the Bonds to be issued, the dated date of the Bonds, the Purchase Price, the Specified Interest Rates, the Principal Retirement Dates, the Principal Retirement Schedule, Mandatory Redemption Dates, Mandatory Sinking Fund Requirements, Term Bonds, Term Maturity Dates, the Earliest Optional Redemption Date, and the Optional Redemption Prices (all as hereinafter defined), shall identify the Verification Agent, and shall set forth and determine such additional terms and other matters pertaining to the Bonds, their issuance, sale or delivery, as are authorized and directed to be determined therein by this Ordinance, the Certificate of Award, and the Bond Purchase Agreement (as defined hereinbelow).
As used in this Section 10 and Section 5 hereof:
"Earliest Optional Redemption Date" means the date specified in the Certificate of Award as the earliest date on which Bonds may be called for redemption at the option of the City.
"Mandatory Redemption Dates" means the dates to be specified in the Certificate of Award in which such Bonds that are Term Bonds are to be redeemed pursuant to applicable Mandatory Sinking Fund Requirements.
"Mandatory Sinking Fund Requirements" means, as to Bonds maturing on Term Maturity Dates, amounts sufficient to redeem such Bonds on each Mandatory Redemption Date, as are to be set forth in the Certificate of Award.
"Optional Redemption Prices," if any, for the Bonds shall be as set forth in the Certificate of Award.
"Original Purchasers" means such purchaser or purchasers as are identified in the Certificate of Award.
"Principal Retirement Dates" means the dates on which Bonds are to be retired in accordance with their stated terms, which dates are to be specified in the Certificate of Award, provided that the Principal Retirement Dates shall be such that the first principal payment on the Bonds shall be not later than the next principal payment on the 2007 Refunded Bonds and the final maturity of the Bonds shall not be later than December 1, 2030.
"Principal Retirement Schedule" means the schedule for the retirement of the principal of the Bonds on the Principal Retirement Dates, in accordance with their stated terms, in the years of Principal Retirement Dates and in the amounts to be retired, which shall be determined in the Certificate of Award.
"Purchase Price" means that amount which is to be determined in the Certificate of Award, but such amount is to be no less than 97% of the aggregate principal amount of the Bonds, together with accrued interest on such Bonds from their date to the date of their delivery and payment therefor.
"Specified Interest Rates" means the interest rate or rates at which the Bonds bear interest, which rates are to be determined in the Certificate of Award, provided the true interest cost of the Bonds shall not exceed four and one half per centum (4.50%) per annum.
"Term Bonds" means those Bonds, as are determined in the Certificate of Award, that are to mature on Term Maturity Dates, unless previously redeemed pursuant to Mandatory Sinking Fund Requirements.
"Term Maturity Dates" means the dates on which Bonds that are Term Bonds are to be retired in accordance with their stated terms, which date or dates are to be determined in the Certificate of Award; provided that no such date shall be later than the year of the last maturity permitted by law for the Outstanding Bonds.
"Verification Agent" means the certified public accounting firm specified within the Certificate of Award that will deliver reports on the arithmetical accuracy of certain computations contained in schedules provided to them by the Original Purchasers on behalf of the City relating to the refunding purposes of the Bonds.
The Bonds shall be sold to the Original Purchasers in accordance with the terms of the Bond Purchase Agreement (the "Bond Purchase Agreement"), at the Purchase Price, plus any accrued interest on the principal amount of the Bonds from the date of the Bonds to the date of delivery of and payment therefor; provided, however, that the debt service charges on the Bonds (or, if the Bonds are combined refunding bonds as permitted by Section 4 hereof, the debt service on the portion of the Bonds allocable to refunding the 2007 Refunded Bonds) must produce a present value savings over the debt service charges on the 2007 Refunded Bonds of at least five per centum (5.00%) of the par amount of the 2007 Refunded Bonds. The Bond Purchase Agreement shall be in such form and shall contain such terms, covenants and conditions not inconsistent with this Ordinance and permitted by applicable law as shall be approved by the Director of Finance and approved as to form by the City Attorney. The approval of such Bond Purchase Agreement shall be conclusively evidenced by the execution of the Bond Purchase Agreement by such officers. It is hereby determined that the Purchase Price and the Specified Interest Rates for the Bonds, the manner of sale and the terms of the Bonds, all as provided herein, in the Certificate of Award and in the Bond Purchase Agreement, will be in the best interests of the City and consistent with all legal requirements.
The Director of Finance, Mayor, City Attorney, and Clerk of Council are each authorized and directed to make the necessary arrangements on behalf of the City to establish the date, location, procedure and conditions for the delivery of the Bonds to the Original Purchasers. Those officers are further directed to take all steps necessary to effect due execution, authentication and delivery of the Bonds under the terms of this Ordinance, the Certificate of Award, and the Bond Purchase Agreement. Further, such officers are hereby authorized and directed to take such action and to execute and deliver, on behalf of the 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. 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.
The distribution of an Official Statement of the City, in preliminary and final form, relating to the original issuance of the Bonds is hereby authorized, and the Director of Finance is hereby authorized and directed to negotiate, prepare and execute, on behalf of the City and in such officer's official capacity, the Official Statement and any supplements thereto as so executed in connection with the original issuance of the Bonds, and he is authorized and directed to advise the Original Purchasers in writing regarding limitations on the use of the Official Statement and any supplements thereto for purposes of marketing or reoffering the Bonds as he deems necessary or appropriate to protect the interests of the City. The Mayor, Director of Finance, the City Attorney and any other official of the City are each authorized to execute and deliver, on behalf of the City and in their official capacities, such certificates in connection with the accuracy of the Official Statement, in either preliminary or final form, and any supplements thereto as may, in their judgment, be necessary or appropriate.
The proceeds of the Bonds, including premium, if any, received from the sale of the Bonds, but excluding costs of issuance and any accrued interest, shall be credited to such funds and used for such purposes as shall be specified in the Certificate of Award.
The City shall deposit with the Escrow Trustee, hereinafter identified, proceeds of the Bonds paid to the City pursuant to the Bond Purchase Agreement, and such other amounts available to the City for such purpose, in an amount sufficient to defease the 2007 Refunded Bonds, and such monies shall be applied in accordance with the terms of the Escrow Deposit Agreement, hereinafter identified. The balance of such proceeds, including any accrued interest received from such sale, shall be deposited in the City Treasury and shall be credited to the proper Bond Retirement Fund to be applied to the payment of the principal and interest of general obligation Bonds of the City in the manner provided by law. Said proceeds are hereby appropriated for such purposes.
All moneys necessary to carry out the purpose of this Ordinance, including all principal of and interest on the Bonds, are hereby deemed appropriated.
With respect to any Bonds that are issued to refund 2007 Refunded Bonds, the proceeds of which were originally issued for projects that are not considered to be enterprise or self-supporting operations of the City, the City hereby covenants, pursuant to Ohio Revised Code Section 133.05(B)(7), 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 such Bonds in each year until full payment is made.
Section 11. The Director of Finance is hereby authorized to obtain or update a rating or ratings on the Bonds if the Director of Finance determines that such rating is necessary or advisable in connection with the original issuance of the Bonds. If the Director of Finance so determines, then the Director of Finance, Mayor, and any other officer of the City are hereby authorized and directed to take all steps necessary to obtain such rating or ratings.
Section 12. The City hereby covenants that it will comply with the requirements of all existing and future laws which must be satisfied in order that interest on the Bonds is and will continue to be excluded from gross income for federal income tax purposes, including without limitation restrictions on the use of the property financed with the proceeds of the Bonds so that the Bonds will not constitute "private activity Bonds" within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"). The City further covenants that it will restrict the use of the proceeds of the Bonds 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 Section 148 of the Code and the regulations prescribed thereunder or (the "Regulations).
The Director of Finance, or any other officer, including the Deputy Director of Finance, is hereby authorized and directed (a) to make or effect any election, selection, designation, choice, consent, approval or waiver on behalf of the City with respect to the Bonds as permitted or required to be made or given under the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or the status of the Bonds or interest thereon or assisting compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing any rebate amount or any payment of penalties, or making any payments of special amounts in lieu of making computations to determine, or paying, any excess ernings as rebate, or obviating those amounts or payments, as determined by the Director of Finance, which action shall be in writing and signed by the Director of Finance, or any other officer, including the Deputy Director of Finance, on behalf of the City; (b) to take any and all actions, make or obtain calculations, and make or give reports, covenants and certifications of and on behalf of the City, as may be appropriate to assure such exclusion of interest from gross income and the intended tax status of the Bonds; and (c) to give an appropriate certificate on behalf of the City, for inclusion in the transcript of proceedings, setting forth the facts, estimates and circumstances, and reasonable expectations of the City pertaining to Section 148 and the Regulations, and the representations, warranties and covenants of the City regarding compliance by the City with Sections 141 through 150 of the Code and the Regulations.
The Director of Finance shall keep and maintain adequate records pertaining to investment of all proceeds of the Bonds 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 Bonds which limits the amount of Bond proceeds which may be invested at an unrestricted yield or requires the City to rebate arbitrage profits (or penalties in lieu thereof) to the United States Department of the Treasury. The Director of Finance is hereby authorized and directed to file such reports with, and rebate arbitrage profits (or penalties in lieu thereof) to, the United States Department of the Treasury, to the extent that any federal law or regulation having applicability to the Bonds requires any such reports or rebates, and moneys necessary to make such rebates are hereby appropriated for such purpose. The payment of any rebate arbitrage profits (or penalties in lieu thereof) made to the United States Department of the Treasury shall be authorized and paid from such fund or funds as determined by the Director of Finance.
Section 13. The Director of Finance is hereby authorized and directed, for and in the name of the City and on its behalf, to give, or cause to be given, such notices as may be required in order to effect the defeasance of the 2007 Refunded Bonds, including, but not limited to, giving such notices of redemption as may be necessary to redeem the 2007 Refunded Bonds on their first optional redemption dates. The Director of Finance is hereby authorized and directed to execute and deliver an Escrow Deposit Agreement with such banking association selected by the Director of Finance to serve as Escrow Trustee (the "Escrow Trustee"), pursuant to which the Escrow Trustee shall: (i) maintain a trust fund for the proceeds of the Bonds deposited with the Escrow Trustee for the defeasance of the 2007 Refunded Bonds, in accordance with the terms of the Escrow Deposit Agreement; and (ii) be appointed and serve as the co-paying agent for the 2007 Refunded Bonds. The Escrow Deposit Agreement may provide for the deposit of proceeds and other monies to defease the 2007 Refunded Bonds and other bonds refunded with the proceeds of the Bonds. The Escrow Deposit Agreement shall be in such form and shall contain such terms, covenants and conditions not inconsistent with this Ordinance as shall be approved by the officer executing the same and as shall be approved as to form by the City Attorney. The approval of the Escrow Deposit Agreement shall be conclusively evidenced by the execution thereof by those officials.
Section 14. The Director of Finance, on behalf of the City, is hereby authorized to appoint the financial advisory firm of PRISM Municipal Advisors, LLC, to serve as financial advisor to the City in connection with the issuance of the Bonds. The fees to be paid to such firm shall be subject to review and approval of the Director of Finance, shall not exceed the fees customarily charged for such services, and shall be paid upon closing of the financing from proceeds of the Bonds.
Section 15. It is hereby found and determined that all acts, conditions and things necessary to be done precedent to and in the issuing of the Bonds 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 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 Bonds.
Section 16. It is hereby found and determined that all formal actions of this Council concerning and relating to the adoption of this Ordinance were adopted in an open meeting of this Council, and that all deliberations of this 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 17. The Clerk of Council is hereby directed to forward a certified copy of this Ordinance to the County Auditor of Franklin County, Ohio.
Section 18. This ordinance shall be in full force and effect after passage by this Council and 30 days after date of signature approval by the Mayor.