Granville Community Calendar

Ordinance 09-1991

ORDINANCE NO. 9-91
AN ORDINANCE TO PROVIDE FOR THE ISSUANCE AND
SALE OF NOT TO EXCEED $1,200,000 OF SEWER
SYSTEM MORTGAGE REVENUE REFUNDING BONDS OF
THE VILLAGE OF GRANVILLE, OHIO UNDER SECTION
12, ARTICLE XVIII, OF THE OHIO CONSTITUTION
FOR THE PURPOSE OF ADVANCE REFUNDING SEWER
SYSTEM MORTGAGE REVENUE BONDS PREVIOUSLY
ISSUED FOR THE PURPOSE OF IMPROVING AND
EXTENDING THE MUNICIPAL SEWER SYSTEM; TO
AUTHORIZE THE EXECUTION OF A FIRST
SUPPLEMENTAL MORTGAGE OF SUCH SYSTEM TO
SECURE SUCH BONDS; AND TO DECLARE AN
EMERGENCY.
WHEREAS, the Village of Granville, Ohio (hereinafter
called the "Municipality")now owns and operates as a public
utility a municipal sewer system (hereinafter called the
Utility"a)nd:
WHEREAS, to provide funds to pay a portion of the
costs of construction and other costs of improving and
extending the Utility, the Municipality issued its $1,100,000
Sewer System Mortgage Revenue Bonds dated as of July 1, 1984
hereinafter called the "Prior Bonds")pursuant to Section 12,
Article XVIII of the Ohio Constitution, Ordinance No. 15-84
duly adopted by the Council of the Municipality on May 23, 1984
as amended by Ordinance No. 20-84 duly adopted by the Council
of the Municipality on June 6, 1984 (together, the "Prior
Ordinancea"n)d, an Indenture of Mortgage dated as of July 1,
1984 by and between the Municipality and The Fifth Third Bank,
Trustee; and
WHEREAS,9 $70,000 principal amount of the Prior Bonds
is at present outstanding and is scheduled to mature in annual
amounts through and including November 1, 2004; and
WHEREAS, this Council has determined that the issuance
of not to exceed $1,200,000 Sewer System Mortgage Revenue
Refunding Bonds (the "Refunding Bonds")and the application of
the proceeds thereof to advance refund the Prior Bonds, all
upon the terms set forth herein, will be in the best interests
of the Municipality and its citizens; and
WHEREAS, this Council finds that all conditions
precedent to the issuance and sale of the Refunding Bonds have
been met;
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By: Morrow
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1 NOW, THEREFORE, BE IT ORDAINED by the Council of
Granville, Ohio, that:
Section 1. Definitions. Capitalized terms used
herein and not otherwise defined shall have the meanings
assigned to them in the Prior Ordinance.
Section 2. Determinations by Council. This
Council hereby finds and determines that the Utility has been,
and shall hereafter be, operated as a public utility, including
all extensions thereof and improvements thereto; that, prior to
the issuance of the Refunding Bonds, rates and charges for the
services of the Utility have been determined and fixed in
amounts sufficient to pay the costs of operating and
maintaining the Utility and to leave an amount of revenues
adequate to comply with the covenants herein and in the
Mortgage contained; that the issuance of the Refunding Bonds
and the advance refunding of the Prior Bonds, all upon the
terms set forth herein, will result in savings which will inure
to the benefit of the Utility and the users thereof, and that,
therefore, the same will be in the best interests of the
Municipality and its citizens; and that it is necessary
forthwith to issue, sell and deliver the Refunding Bonds in a
principal amount not to exceed $1,200,000 and having the terms
provided for herein, the proceeds thereof to be used to advance
refund the Prior Bonds and purposes incidental thereto and
incidental to the issuance and sale of the Refunding Bonds.
Section 3. Terms of Refunding Bonds.
a) Designation, Form and Numbering. The Refunding
Bonds shall be designated "Sewer System Mortgage Revenue
Refunding Bonds", shall be negotiable instruments and shall
express upon their faces the purpose for which they are issued
and that they are issued pursuant to Section 12, Article XVIII
of the Ohio Constitution and this ordinance. The Refunding
Bonds shall be issued only in fully registered form, shall be
exchangeable for other Refunding Bonds in the manner and on the
terms provided in the Mortgage and shall be numbered in order
of authentication from R-1 upwards. The Refunding Bonds shall
be issued in printed, typewritten or other manuscript form as
may be requested by the Original Purchaser, as hereinafter
defined.
b) Principal Amounts, Denominations and Dates. The
Refunding Bonds shall be issued in a principal amount not to
exceed $1,200, 000 as set forth in the Certificate of Award, as hereinafter defined, and shall be in the denominations of
5,000 and any integral multiple thereof. The Refunding Bonds
shall be dated as set forth in the Certificate of Award.
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Section 4. Interest Rates and Maturities. The
Refunding Bonds shall bear interest from the most recent date
to which interest has been paid or duly provided for or, if no
interest has been paid or duly provided for, from their date.
Interest on the Refunding Bonds shall be payable semiannually
on each May 1 and November 1, commencing on November 1, 1991,
at a rate or rates not to exceed 7-1/2%per annum as set forth
in the Certificate of Award, and principal of the Refunding
Bonds shall mature on November 1 in the years and in the
principal amounts as set forth in the Certificate of Award,
provided that the final maturity of the Refunding Bonds shall
be not later than November 1, 2004.
Section 5. Redemption Provisions.
a) Mandatory Sinking Fund Redemption. The Refunding
Bonds shall be subject to mandatory sinking fund redemption at
a redemption price of 100%of the principal amount to be
redeemed plus accrued interest to the redemption date at such
times and upon such terms as may be set forth in the
Certificate of Award.
b) Optional Redemption. The Refunding Bonds shall
be subject to optional redemption at the option of the
Municipality at such price or prices (but in any case not
greater than 101%of the principal amount thereof to be
redeemed plus accrued interest to the redemption date),in such
manner and at such times as may be set forth in the Certificate
of Award.
Section 6. Payment; Execution; Trustee, Registrar
and Paying Agent. Principal of and interest on the Refunding
Bonds shall be payable as provided in the Mortgage, in each
instance without the deduction for the services of any paying
agent. The Refunding Bonds shall be signed by the Executive
and the Fiscal Officer and may be sealed with the corporate
seal of the Municipality; provided that one or both of such
signatures may be a facsimile and a facsimile of the corporate
seal may be used.
This Council hereby designates The Fifth Third Bank,
Cincinnati, Ohio, as trustee under the Mortgage, as paying
agent under the Mortgage for the Refunding Bonds, as registrar
for the Refunding Bonds for the purpose of keeping and
maintaining the books and records for the registration,
exchange and transfer of the Refunding Bonds pursuant to the
Mortgage and as authenticating agent for the Refunding Bonds
under the Mortgage.
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Section 7. Sale of Refunding Bonds. The Refunding
Bonds shall be awarded and sold to Seasongood &Mayer,
Cincinnati, Ohio (the "Original Purchasera"t),the interest
rate or rates per annum not to exceed the rate specified in
Section 4 hereof and at not less than 98.7%of the par value
thereof, together with accrued interest on the aggregate
principal amount of the Refunding Bonds from their date to the
date of their delivery to the Original Purchaser and payment
therefor, all in accordance with, and subject to the terms and
conditions of, the Original Purchaser' s proposal to be
contained in the hereinafter-described bond purchase
agreement. Such award and sale shall be evidenced by the
execution of a Certificate of Award setting forth such award
and sale, the other matters referred to in this ordinance, and
such other matters as the Executive and the Fiscal Officer
determine are consistent with this ordinance and the Mortgage.
The Certificate of Award shall be and hereby is incorporated
into this ordinance and the Mortgage. The Executive and the
Fiscal Officer are hereby further authorized and directed to
execute and deliver, in the name and on behalf of the
Municipality, a bond purchase agreement with the Original
Purchaser upon such terms as approved by such officers not
inconsistent with this ordinance, and not substantially adverse
to the Municipality. The approval of such officers, and that
such agreement is consistent with this ordinance and not
substantially adverse to the Municipality, shall be
conclusively evidenced by the execution of such agreement by
such officers.
The Executive and the Fiscal Officer are each hereby
authorized to make arrangements for the delivery of the
Refunding Bonds to, and payment therefor by, the Original
Purchaser. It is hereby determined that the price for and the
terms of the Refunding Bonds, and the sale thereof, all as
provided in this ordinance and the Mortgage and as to be set
forth in the Certificate of Award, are in the best interests of
the Municipality and in compliance with all legal requirements.
Section 8. Proceeds of Refunding Bonds. The
proceeds received from the sale of the Refunding Bonds shall be
allocated and are hereby appropriated as follows:
a) to the Debt Service Fund created by the Prior
Ordinance, any accrued interest paid by the Original Purchaser;
and
b) an amount not to exceed $80,000, to be specified
in the Certificate of Award, to pay costs associated with the
issuance of the Refunding Bonds and the advance refunding of
the Prior Bonds; and
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1 C) to the Escrow Trust Fund (the "Escrow Trust
Fund")held by the Trustee pursuant to the Escrow Trust
Agreement, as hereinafter defined, the entire remaining amount
of those proceeds to be used to advance refund the Prior Bonds
as set forth in the Escrow Trust Agreement.
On the date of delivery of the Refunding Bonds, the
Trustee is hereby authorized to transfer any excess funds in
the Debt Service Reserve Fund to the Escrow Trust Fund to be
used for the purpose set forth in the Escrow Trust Agreement.
An amount not to exceed $75,000, to be specified in
the Certificate of Award, is hereby appropriated from
unencumbered moneys currently on deposit in the Revenue Fund
and shall be transferred to the Escrow Trust Fund on the date
of initial delivery of the Refunding Bonds to be used to
advance refund the Prior Bonds.
Section 9. Tax Matters; Certification of
Transcript. The Municipality hereby covenants that it will
restrict, and take such actions as are reasonably necessary to
restrict, the use of the proceeds of the Refunding Bonds in
such manner and to such extent, if any, as may be necessary,
after taking into account reasonable expectations at the time
of the delivery of and payment for the Refunding Bonds, so that
the Refunding Bonds will not constitute arbitrage bonds under
Sections 103(b)2() and 148 of the Internal Revenue Code of
1986, as amended, and the applicable income tax regulations
under those Sections (the "Code")and will, to the extent
possible, comply with all other applicable provisions of the
Code and the regulations thereunder to retain the federal
income tax exemption for interest on the Refunding Bonds,
including any expenditure requirements, investment limitations,
rebate requirements or use restrictions. The Fiscal Officer or
any other officer having responsibility for issuing the
Refunding Bonds is authorized and directed, alone or in
conjunction with any of the foregoing or with any other
officer, employee or consultant of the Municipality, to give an
appropriate certificate of the Municipality, for inclusion in
the transcript of proceedings, setting forth the reasonable
expectations of the Municipality regarding the amount and use
of all such proceeds and the facts and estimates on which they
are based, all as of the date of delivery and payment for the
Refunding Bonds.
The Refunding Bonds are hereby designated as
qualified tax-exempt obligations" to the extent permitted by
Section 265(b)3() of the Code. This Council, on behalf of the
Municipality, finds and determines that the reasonably
anticipated amount of "qualified tax-exempt obligations" o·t(her
than private activity bonds) which will be issued by the
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Municipality during this calendar year does not, and this
Council hereby covenants that, during such year, the amount of
tax-exempt obligations issued by the Municipality and
designated as "qualified tax-exempt obligations" for such
purpose will not, exceed $10,000,000. The Fiscal Officer and
other appropriate officers of the Municipality are each
authorized to take such actions and give such certifications on
behalf of the Municipality with respect to the reasonably
anticipated amount of tax-exempt obligations to be issued by
the Municipality during this calendar year and with respect to
such other matters as may be appropriate under the Code.
The Clerk of Council shall furnish to the Original
Purchaser a true transcript, certified by the Clerk of Council,
of all proceedings had with reference to the issuance of the
Refunding Bonds along with such other information from the
records as is necessary to determine the regularity and
validity of the issuance of the Refunding Bonds.
Section 10. Required Balance in the Debt Service
Reserve Fund. The amount required to be on deposit in the Debt
Service Reserve Fund from time to time for the Refunding Funds
shall be as specified in the Certificate of Award, but such
amount in any case shall not exceed the maximum amount required
to be paid into the Debt Service Fund with respect to the
Refunding Bonds during any 12-month period ending October 31.
Section 11. Change in Fund Name. The name of the
Surplus Fund is hereby changed to the "Sewer System Reserve
Fund" and all references to the Surplus Fund in the Prior
Ordinance and the Mortgage from and after the effective date of
this ordinance shall be deemed to refer to the Sewer System
Reserve Fund.
Section 12. Eligible Investments. From and after
the date on which the Prior Bonds are deemed to have been paid
and discharged under the Mortgage, Eligible Investments, as
defined in Section 12 of the Prior Ordinance, shall be deemed
to include money market funds that are fully invested in
securities described in such Section.
Section 13. Additional Bonds. From and after the
date on which the Prior Bonds are deemed to have been paid and
discharged under the Mortgage, clause (2) of sub-paragraph (b)
of the first paragraph of Section 13 of the Prior Ordinance
shall be amended to read as follows:
2) That, if issued to finance replacements,
extensions or improvements to the Utility or for refunding any
outstanding Bonds or the Temporary Revenue Bonds, or a portion
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thereof, (i) the aggregate revenues of the Utility received
during the 12 calendar months immediately preceding the passage
of the ordinance authorizing such Additional Bonds, adjusted to
reflect, if necessary, rates in effect at the time of passage
of such ordinance authorizing the Additional Bonds, less the
expense of operation and maintenance (excluding from such
expense of operation and maintenance payments on capitalized
lease obligations) of the Utility during the aforesaid 12
calendar months must be equal to at least 100%of the largest
amount required to be paid in the Debt Service Fund in any
succeeding 12-month period ending October 31 to meet interest,
premium and principal (whether at maturity or mandatory
redemption) of all Bonds to be outstanding immediately after
the issuance of the Additional Bonds and (ii) the aggregate
revenues of the Utility received during the 12 calendar months
immediately preceding the passage of the ordinance authorizing
the issuance of such Additional Bonds, adjusted to reflect, if
necessary, rates in effect at the time of passage of such
ordinance authorizing the issuance of the Additional Bonds,
less the expense of operation and maintenance (excluding from
such expense of operation and maintenance payments on
capitalized lease obligations) of the Utility during the
aforesaid 12 calendar months, plus such engineer' s estimate of
the increase in annual operating revenues projected to be
derived from the replacements, extensions or improvements to be
financed by the Additional Bonds, where issued for such
purpose, averaged over the two calendar years following
completion of such replacements, extensions or improvements
less such engineer' s projection of additional expenses of
operation and maintenance (excluding from such expense of
operation and maintenance payments on capitalized lease
obligations) averaged over the two calendar years following
completion of such replacements, extensions or improvements,
will aggregate an amount at least equal to 110%of the largest
amount required to be paid into the Debt Service Fund in any
succeeding 12-month period ending October 31 to meet interest,
premium and principal (whether at maturity or mandatory
redemption) of all Bonds to be outstanding immediately after
the issuance of the Additional Bonds;"
From and after the date on which the Prior Bonds are
deemed to have been paid and discharged under the Mortgage, the
last paragraph of Section 13 of the Prior Ordinance, reading as
follows:
Additional Bonds shall not be redeemable
earlier than the maturity date for the
Improvement Bonds."
shall be deleted and of no further effect.
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1 Section 14. Rate Covenant. From and after the date
on which the Prior Bonds are deemed to have been paid and
discharged under the Mortgage, Section 16 of the Prior
Ordinance thr6ugh subparagraph (a) thereof shall be amended to
read as follows:
Covenants of Municipality. The Municipality, by the
issuance of the Improvement Bonds and the Refunding Bonds,
covenants and agrees with the holders of the Bonds and with the
Trustee that:
a) The Municipality will at all times prescribe and
charge such rates for the services of the Utility, and will so
restrict the operation and maintenance expenses of the Utility,
as shall result in Utility revenues at least adequate, after
meeting such operation and maintenance expenses, to provide for
i) the payments required by this ordinance to be made into the
Debt Service Fund, the Debt Service Reserve Fund, the
Replacement and Improvement Fund and the Sewer System Reserve
Fund, (ii) sufficient earnings coverage to permit the issuance
of any Additional Bonds required for the construction of
necessary or advisable extensions or improvements, (iii) proper
improvement and replacement reserves and (iv) in each 12-month
period ending November 30, an amount at least equal to 110%of
the amount required to be paid into the Debt Service Fund
during such 12-month period; provided that the failure in any
such 12-month period to meet such test shall not constitute an
event of default under the Mortgage. In such event, the
Municipality shall immediately employ an independent firm of
engineers or consultants, knowledgeable in the operation of
municipal sewer systems and rate studies applicable thereto and
having a good repute for skill and experience in such work, to.
submit a written report and recommendations with respect to the
rates and charges of the Utility and with respect to
improvements or changes in the operations of the Utility,
stating the extent to which prior recommendations of
consultants or engineers may not have been complied with by the
Municipality. A copy of such report and recommendations shall
be filed with the Municipality, the Trustee, the Original
Purchaser and any holders of Bonds requesting the same. The
Municipality covenants and agrees that, from time to time and
in accordance with law and all other applicable covenants, it
shall exercise its best efforts to revise its rates and charges
in conformity with such recommendations and otherwise follow
such recommendations."
Section 15. First Supplemental Mortgage and Escrow
Trust Agreement. The Executive and the Fiscal Officer are
hereby authorized in connection with the issuance of the
Refunding Bonds to execute, acknowledge and deliver in the name
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1 of and on behalf of the Municipality, a First Supplemental
Mortgage and an Escrow Trust Agreement, both between the
Municipality and the Trustee and dated as set forth in the
Certificate of Award (the "First Supplemental Mortgage" and the
Escrow Trust Agreement", respectively) in such forms and upon
such terms as are not inconsistent with this ordinance and not
substantially adverse to the Municipality as approved by the
Executive and the Fiscal Officer. The approval of those forms
and terms, and that they are not inconsistent with this
ordinance and not substantially adverse to the Municipality,
shall be conclusively evidenced by the execution of the First
Supplemental Mortgage and the Escrow Trust Agreement by such
officers. From and after the date the First Supplemental
Mortgage is executed and delivered to the Trustee by the
Municipality, the Mortgage shall be deemed to include the First
Supplemental Mortgage.
The Executive and any other member, officer or
employee of the Municipality are each authorized to execute and
deliver, on behalf of the Municipality, such other
certificates, documents and instruments as are necessary in
connection with the transaction authorized in this ordinance,
and to do all other things required of them or the Municipality
pursuant to the Mortgage, the First Supplemental Mortgage, the
Escrow Trust Agreement and this ordinance.
Section 15. Separability Clause. Each section of
this ordinance and each subdivision of any section thereof is
hereby declared to be independent, and the finding or holding
of any section or subdivision of any section thereof to be
invalid or void shall not be deemed or held to affect the
validity of any other section or subdivision of this ordinance.
Section 16. Open Meeting Determination. It is
hereby found and determined that all formal actions of this
Council concerning and relating to the passage 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, Ohio Revised Code.
Section 17. Official Statement. If in the judgment
of the Executive a disclosure document in the form of an
Official Statement is appropriate or necessary in connection
with the original issuance of the Refunding Bonds, the Execute
and the Fiscal Officer in their official capacities are
authorized to prepare or cause to be prepared on behalf of the
Municipality an Official Statement and any necessary
supplements thereto, and on behalf of the Municipality to use
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1 and distribute, or authorize the use and distribution of, that
Official Statement and any supplements thereto in connection
with the original issuance of the Refunding Bonds. Those
officers are each further authorized to execute, on behalf of
the Municipality and in their official capacities, that
Official Statement and any supplements thereto approved by such
officers. The Executive and Fiscal Officer are each authorized
to execute and deliver, on behalf of this Municipality and in
their official capacities, such certificates in connection with
the accuracy of the Official Statement and any supplements
thereto as may, in their judgment, be necessary or appropriate.
Section 18. Relationship to Prior Ordinance. It is
hereby acknowledged that the Refunding Bonds are being issued
pursuant to the terms of the Prior Ordinance, as supplemented
by this ordinance; that the Refunding Bonds are subject to all
the terms and conditions of the Prior Ordinance, except as
otherwise provided herein; and that all of the terms,
conditions, covenants and warranties contained in the Prior
Ordinance, except as otherwise provided herein, shall apply
with like force and effect to the Refunding Bonds as if
originally made in connection therewith.
Section 19. Emergency Clause; Effective Date. This
ordinance is declared to be an emergency measure necessary for
the immediate preservation of the public peace, safety, health,
morals and welfare of the Municipality, and for the further
reason that the immediate issuance and sale of the Refunding
Bonds is necessary to provide for the advance refunding of the
Prior Bonds in a timely manner so that the Utility may receive
the benefit of the savings resulting therefrom at the earliest
possible time; and provided this ordinance receives the
affirmative vote of five members elected or appointed to
Council, it shall be in full force and effect upon its adoption.
Adopted: April 17 , 1991
Mayor
A
Attest: 7 (- U*z*-
)
UU
C-lerk of Coundil
Approved as r i .h '
as I*%/ Aar0.7 i rettor
Catherine M. Mille , Clerk of Council of the Village of GranvilleL:(itking County),
Ohio, do hereby certify that the foregoing ordinance is a true and exact copy of
Ordinance No. 4/17/91, passed by Village Council at their meeting of April 17, 1991
in an open meeting.
Catherine M. Miller, Clerk of Council
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