ORDINANCE NO. 21-28

AN ORDINANCE PROVIDING FOR THE ISSUANCE OF  NOT TO EXCEED $2,300,000 OF BONDS BY THE CITY OF IRONTON, OHIO, FOR CONSTRUCTING STREET AND BRIDGE IMPROVEMENTS AUTHORIZING SALE OF THE BONDS, AND DECLARING AN EMERGENCY

 

WHEREAS, the fiscal officer of the City of Ironton, Ohio (the “City) has heretofore estimated that the life of the hereinafter described improvement is at least five (5) years, and certified that the maximum maturity of the bonds is twenty (20) years; and

NOW, THEREFORE, the City Council (the “Council”) of Ironton, County of Lawrence, Ohio, hereby ordains:

SECTION 1.  That this Council hereby declares it necessary to issue bonds of the City in the principal sum of not to exceed $2,300,000 for the purpose of paying the cost of constructing street and bridge improvements in the municipality, and paying related costs, together with other permissible costs under the Uniform Public Securities Law, including but not limited to, the cost of printing the bonds, expense of delivery of the bonds, placement agent fees, legal services and obtaining an approving legal opinion.

SECTION 2. That bonds of the City shall be issued in the principal sum of not to exceed $2,300,000, for the purposes aforesaid.  Said bonds shall be numbered R-1, shall be dated as of such date as is selected by the Mayor and Finance Director, and shall bear interest at such rate as is set forth in a certificate of award setting forth the final terms of the bonds (the “Certificate of Award”) but such rate shall not be in excess of five per centum (5.00%) per annum, until the principal sum is paid.  Said bonds shall pay interest and mature on such dates, in such years, and in such principal amounts as are determined by the Mayor and Finance Director with the purchaser of the bonds without further action of this Council, as set forth in the Certificate of Award, provided that the maturity dates and times so determined shall be in compliance with the requirements contained in Chapter 133 of the Ohio Revised Code.  The final maturity of said bonds shall be no later than December 1, 2040.

The bonds shall be subject to mandatory and optional redemption by the City prior to maturity, as set forth in the Certificate of Award, within the limitations set forth in Chapter 133 of the Ohio Revised Code, as are determined by the Mayor and Finance Director with the purchaser of the bonds without further action of the Council.

SECTION 3. That said bonds shall be designated “Street Improvement Limited Tax General Obligation Bonds, Series 2021” and shall express upon their faces the purpose for which they are issued and that they are issued in pursuance of Chapter 133 of the Ohio Revised Code and this ordinance. The bonds shall be executed by the Mayor and the Finance Director.  The bonds may but shall not be required to bear the seal of the City, or a facsimile thereof.  The paying agent and registrar for the Bonds shall be the Finance Director of the City or such bank or trust company as is selected by the Finance Director to act as paying agent, registrar and transfer agent (the “Paying Agent and Registrar”). The principal amount of each bond shall be payable at the office of the Paying Agent and Registrar, and interest thereon shall be paid on each interest payment date to the person whose name appears on the record date (which shall be 15 days prior to each interest payment date) on the bond registration records as the registered holder thereof, by check or draft mailed to such registered holder at his address as it appears on such registration records.

The bonds shall be transferable by the registered holder thereof in person or by his attorney duly authorized in writing at the principal 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 bond 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 bond or bonds of authorized denominations of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor.

The City and the Paying Agent and Registrar may deem and treat the registered holder of the bonds as the absolute owner 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. That the bonds shall be sold by the Finance Director at public or private sale at a price of not less than 97% of the par value of the bonds.  The final terms of the Bonds and the Purchaser shall be set forth in the Certificate of Award which is hereby authorized, and which shall be executed by the Mayor and Finance Director, and shall be consistent with this ordinance.  That the matters contained in the Certificate of Award are consistent with this ordinance shall be conclusively evidenced by the execution of the Certificate of Award by such officers.  The Certificate of Award shall be and is hereby incorporated herein by reference.  The Finance Director or his designee is 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 purchaser of the bonds and to take all steps necessary to effect due authentication, delivery and perfection for the security of the bonds under the terms hereof.  It is hereby determined that the purchase price and the interest rates for the bonds set forth in the Certificate of Award, and the manner of sale and the terms of the bonds as provided in this ordinance and the Certificate of Award, are consistent with all legal requirements and will carry out the public purposes of the City, in accordance with Chapter 133, Ohio Revised Code.  The Mayor and Finance Director are hereby authorized and directed to execute and deliver the Certificate of Award and any other agreement deemed necessary by the purchaser of the bonds which agreement is approved by Dinsmore & Shohl LLP, as bond counsel to the City.  The proceeds from the sale of said bonds, except the premium and accrued interest, if any, shall be used for the purpose aforesaid and for no other purpose; and any premium and accrued interest received from the sale shall be used to pay costs of issuance, or be transferred to the bond retirement fund to be applied to payment of the principal and interest on the bonds in the manner provided by law.

SECTION 5. That the bonds shall be the full general obligations of the City and the full faith, credit and revenue of the City are hereby pledged for the prompt payment of the same.  That during the period the bonds are to run, there shall be and is hereby levied on all the taxable property in the City, in addition to all other taxes, but within applicable limitations, a direct tax annually in an amount sufficient to pay the principal of and interest on the bonds when and as the same fall due.

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 levies hereby required shall be placed in a separate and distinct fund, which together with all interest collected on the same, shall be irrevocably pledged for the payment of the interest and principal of said bonds when and as the same fall due; provided, however, to the extent that other revenues, including motor fuel taxes and motor vehicle license taxes, are certified, collected and appropriated for payment of debt service, said tax need not be levied.

Council covenants to annually appropriate sufficient amounts to cover annual debt charges on the Bonds from money distributed to the City pursuant to Ohio Revised Code Chapters 4501, 4503, 4504 and 5735.

SECTION 6. That the Council covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the bonds under Section 103(a) of the Code.  That this Council, for and on behalf of the City, hereby covenants that it will restrict the use of the proceeds, if any, of the bonds hereby authorized in such manner and to such extent, if any, and take such other actions as may be necessary, after taking into account reasonable expectations at the time the debt is incurred, so that they will not constitute obligations the interest on which is subject to federal income taxation or “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.  To that end, the Council will comply with all requirements of Sections 103(b)(2) and 148 of the Code to the extent applicable to the bonds.  In the event that at any time the Council is of the opinion that for purposes of this Section 6 it is necessary to restrict or limit the yield on the investment of any moneys the City shall take such action as may be necessary.  The Council or, any other officer having responsibility with respect to the issuance of the Bonds, is authorized and directed to give an appropriate certificate on behalf of the Council, on the date of delivery of said bonds 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 said Sections 103(b)(2) and 148 and regulations thereunder, and to execute and deliver on behalf of the Council an IRS Form 8038-G in connection with the issuance of the bonds.

The bonds are hereby designated “qualified tax-exempt obligations” for the purposes set forth in Section 265 (b)(3) of the Code.

SECTION 7.  All appropriate officers of the City are further authorized to make, execute, acknowledge and deliver such closing certificates, financing statements and other instruments or agreements as are, in the opinion of bond counsel, necessary to carry out the purposes of this ordinance.

SECTION 8.  That the firm of Dinsmore & Shohl LLP (“Dinsmore”) is hereby engaged as the City’s “bond counsel” pursuant to the engagement letter of Dinsmore on file with the City.

SECTION 9.  That the firm of Robert W. Baird & Co., Inc. (“Baird”) is hereby engaged as the City’s “placement agent” and that the Finance Director is hereby authorized and directed to execute and deliver the engagement letter of Baird in the form on file with the City.

SECTION 10. That the Finance Director is hereby directed to forward a certified copy of this ordinance to the Lawrence County Auditor.

SECTION 11.  That it is 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 the law.

SECTION 12. That this ordinance is hereby declared to be an emergency measure for the reason that the public peace, health, safety and welfare of the inhabitants of the City require the immediate issuance of the bonds to provide for the timely financing of the projects which this financing relates including obtaining a favorable interest rate, and shall take effect immediately upon its adoption.

Passed: May __, 2021.