Explanation
An ordinance providing for the issuance and sale of not to exceed $35,000,000 tax increment financing bonds of the City of Columbus, Ohio (the "Issuer"), in two or more series (collectively, the "Bonds"), for the purpose of providing (i) a portion of the funds necessary to refund the Issuer's Adjustable Rate Tax Increment Financing Bonds (Lyra/Gemini/Polaris Project) (the "2001 Bonds"), and (ii) funds to pay the costs of certain Public Improvements; authorizing a Trust Agreement to secure the Bonds hereafter authorized; authorizing Bond Purchase Contracts and Official Statements appropriate for the offering and sale of the Bonds; authorizing the acquisition of municipal bond insurance, letters of credit, and other credit facilities to secure the Bonds or portions of the Bonds; and providing for the redemption of the 2001 Bonds. ($35,000,000)
Title
An ordinance providing for the issuance and sale of not to exceed $35,000,000 tax increment financing bonds of the City of Columbus, Ohio (the "Issuer"), in two or more series (collectively, the "Bonds"), for the purpose of providing (i) a portion of the funds necessary to refund the Issuer's Adjustable Rate Tax Increment Financing Bonds (Lyra/Gemini/Polaris Project) (the "2001 Bonds"), and (ii) funds to pay the costs of certain Public Improvements; authorizing a Trust Agreement to secure the Bonds hereafter authorized; authorizing Bond Purchase Contracts and Official Statements appropriate for the offering and sale of the Bonds; authorizing the acquisition of municipal bond insurance, letters of credit, and other credit facilities to secure the Bonds or portions of the Bonds; and providing for the redemption of the 2001 Bonds. ($35,000,000)
Section 55(B) of the City Charter.
Body
WHEREAS, pursuant to Section 5709.40, Ohio Revised Code, and Ordinance No. 3106-96 of this Council (the "Legislative Authority"), duly enacted on December 16, 1996 (the "Original TIF Ordinance"), as amended by Ordinance No. 0627-2004, duly enacted on April 5, 2004 (the "Amending TIF Ordinance" and, together with the Original TIF Ordinance, the "TIF Ordinance"), the City of Columbus, Ohio (the "Issuer") has determined 100% of the increase in true value of certain parcels of real property (as described in the TIF Ordinance and defined therein as the "Property") to be a public purpose; and
WHEREAS, pursuant to Ordinance No. 1271-01 of the Legislative Authority duly enacted on July 23, 2001, the Issuer authorized the issuance and sale of $4,000,000 Adjustable Rate Tax Increment Financing Bonds (Lyra/Gemini/Polaris Project) (the "2001 Bonds") to provide funds to pay a portion of the costs of improving streets that benefit the Property; and
WHEREAS, pursuant to the Amending TIF Ordinance, the Issuer has determined to make additional public improvements that will directly benefit the Property, all as specified therein, and to pay the costs of such public improvements from the proceeds of the bonds herein authorized; and
WHEREAS, in order to provide funds to pay the costs of such public improvements, including the additional public improvements contemplated by the Amending TIF Ordinance, and to refund, on a current basis, the 2001 Bonds, the Issuer has determined that it is necessary to issue special revenue obligations of the Issuer for such purposes;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Columbus, Ohio:
Section 1. Definitions. When used in this ordinance and the Indenture, and in addition to the words and terms elsewhere defined in this ordinance and the Indenture, the following words and terms as used in this ordinance and the Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent, and such definitions shall be equally applicable to both the singular and plural forms of any of the words and terms herein defined:
"Additional Bonds" means Deferred Bonds and Subsequent Indebtedness.
"Alternate Credit Facility" means a letter of credit, surety bond, guaranty or other instrument of credit enhancement issued by a Credit Facility Provider other than a Credit Facility delivered to the Trustee or a Tender Agent on the Original Issuance Date of a series of Bonds issued by a Credit Facility Provider and delivered in accordance with the Indenture, which provides for payment to the Trustee upon request of the Trustee up to an amount stated therein for application as provided in the Indenture. In the case of an Alternate Credit Facility that is an irrevocable letter of credit, such letter of credit shall provide for payment of (i) principal of that series of Bonds, (ii) interest on that series of Bonds for not less than 45 days at the Maximum Interest Rate, and (iii) the purchase price of that series of Bonds in the Weekly Mode tendered or deemed tendered for purchase pursuant to the Indenture and not remarketed.
"Authorized Denomination" means (i) when Bonds are in the Weekly Mode, $100,000 or any integral multiple of $5,000 in excess thereof, and (ii) when Bonds are in the Fixed Rate Mode, $5,000 or any integral multiple thereof; provided, however, that for any Bonds sold in a private placement, Authorized Denomination shall mean $100,000 or any integral multiple of $5,000 in excess thereof.
"Amending TIF Ordinance" means Ordinance No. 0627-2004 of the Legislative Authority duly enacted on April 5, 2004.
"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 and premium, if any, on a series of Bonds may be transferred only through a book entry and (ii) physical Bonds of that series in fully registered form are issued only to a Depository or its nominee as registered owner, with those 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.
"Bond Fund" or "City of Columbus, Ohio - Polaris TIF Bond Fund" means the fund of that name created by Section 8 of this ordinance, and includes the Senior Payment Account and the Subordinated Payment Account therein.
"Bond Legislation" means, when used in connection with the Series 2004A Bonds or the Deferred Bonds, this ordinance, including the Certificates of Award relating to each series of Bonds and, when used in connection with Subsequent Indebtedness or to relate to Bonds when Subsequent Indebtedness is outstanding, shall mean or include, as the case may be, this ordinance to the extent applicable and the ordinance or other legislation, including any related certificate of award, providing for the issuance of such Subsequent Indebtedness, all as the same may be amended, modified or supplemented by any amendments or modifications thereof and supplements thereto entered into in accordance with the provisions of the Indenture.
"Bond Purchase Contract" means, as to a series of Bonds, the Bond Purchase Contract between the Issuer and the Original Purchaser of that series of Bonds, providing for the sale of that series of Bonds to the Original Purchaser.
"Bond Reserve Fund" means the "City of Columbus, Ohio Polaris TIF Bond Reserve Fund" established by Section 8 of this ordinance and any accounts therein.
"Bond Reserve Requirement" means, with respect to a series of Bonds, as of the date of any calculation, an amount specified in the Certificate of Award and not to exceed the lesser of (i) the maximum amount of Bond Service Charges required to be paid with respect to such Bonds during any future Fiscal Year; (ii) 125% of the average annual Bond Service Charges on such Bonds; or (iii) 10% of the proceeds of such Bonds, computed for this purpose as the "issue price" of such Bonds within the meaning of Section 1273 of the Code, less accrued interest.
"Bond Service Charges" means, for any period of time, the principal of (including Mandatory Sinking Fund Requirements) and interest and any premium due on the Bonds for that period or payable at that time, as the case may be.
"Bonds" means the Series 2004A Bonds and any Additional Bonds.
"Business Day" means any day of the year other than: (a) a Saturday; (b) a Sunday; (c) a day on which banks in any city in which the Principal Office of the Trustee, the Principal Office of a Tender Agent or the Principal Office of a Credit Facility Provider is located are required or authorized by law to remain closed; (d) a legal holiday in the Issuer; or (e) a day on which The New York Stock Exchange is closed.
"Capitalized Interest Account" means the Capitalized Interest Account of the Public Improvements Fund created by Section 8 of this ordinance and any subaccounts therein.
"Certificate of Award" means the Series 2004A Certificate of Award or the Certificate of Award for a series of Deferred Bonds, as applicable.
"Clerk" means the Clerk of the Legislative Authority.
"Code" means the Internal Revenue Code of 1986, as amended, and references to the Code and Sections of the Code shall include relevant regulations and proposed regulations thereunder, and any successor provisions to such Sections, regulations or proposed regulations.
"Conversion Date" means the Interest Payment Date upon which a series of Deferred Bonds issued in the Weekly Mode are converted in accordance with a Supplemental Indenture.
"Credit Facility" means a letter of credit, surety bond, guaranty or other instrument of credit enhancement issued by a Credit Facility Provider delivered in accordance with the Indenture, which letter of credit, surety bond, guaranty or other instrument provides for payment to the Trustee upon request of the Trustee up to an amount stated therein for application as provided in the Indenture. In the case of a Credit Facility that is a letter of credit, such letter of credit shall be an irrevocable letter of credit issued by a Credit Facility Provider that provides for payment of (i) principal of a series of Bonds, (ii) interest on those Bonds for not less than 45 days at the Maximum Interest Rate, and (iii) the purchase price of those Bonds in the Weekly Mode tendered or deemed tendered for purchase pursuant to Indenture and not remarketed. After the delivery of an Alternate Credit Facility, the Alternate Credit Facility shall become the Credit Facility.
"Credit Facility Agreement" means an agreement between the Issuer or another Person and the Credit Facility Provider providing for the issuance of a Credit Facility to secure a series of Bonds, and upon the delivery of an Alternate Credit Facility, means the agreement between the Issuer or another Person and the issuer of the Alternate Credit Facility providing for the Alternate Credit Facility.
"Credit Facility Event" means (a) an Expiration Date, or (b) the effective date of an Alternate Credit Facility delivered to the Tender Agent pursuant to the Indenture.
"Credit Facility Notice of Default" means a written notice from a Credit Facility Provider to the City and the Tender Agent stating that (i) an Event of Default, as defined in the related Credit Facility Agreement, has occurred; and (ii) that the Credit Facility will terminate on the date set forth in the notice.
"Credit Facility Provider" means an insurance company, commercial bank, or bank holding company or other entity designated by the Issuer, subject to regulation by a federal or state regulatory authority and as to which Moody's or S&P has stated that debt insured or enhanced by such entity will be rated by such rating agency not lower than the third highest long term debt category or not lower than the second highest short term debt category (in either case without regard to any distinguishing symbol or number within a rating category) that issues a Credit Facility held by the Trustee in accordance with the Indenture.
"Credit Facility Tender Date" means the date on which a series of Bonds secured by a Credit Facility are to be purchased as a result of the delivery of a Credit Facility Notice of Default.
"Deferred Bonds" means Bonds, other than the Series 2004A Bonds and any Subsequent Indebtedness, authorized, issued and sold pursuant to this ordinance, which shall be Subordinate Indebtedness.
"Deferred Bonds Issuance Expense Fund" or "City of Columbus, Ohio - Polaris TIF Deferred Bonds Issuance Expense Fund" means the fund of that name created by Section 8 of this ordinance.
"Depository" means The Depository Trust Company (a limited purpose trust company), New York, New York, its successors and their assigns, and any successor depository appointed in accordance with Section 4(e) of this ordinance. Any successor depository shall be a clearing agency under federal law operating and maintaining, together with its participants, a book entry system to record beneficial ownership of obligations such as the Bonds, and to effect transfers of obligations such as the Bonds in book entry form.
"Executive" means the Mayor or the Director of Finance of the Issuer.
"Expiration Date" means the date established in a Credit Facility for the expiration thereof in accordance with its terms, and in the event such date is extended, such date as extended; or such earlier date, if any, on which the Credit Facility terminates pursuant to a Credit Facility Notice of Default.
"Federal Income Tax Compliance Certificate" means, with respect to a series of Bonds, the Federal Income Tax Compliance Certificate, dated the Original Issuance Date of those Bonds, signed by the Executive or the Fiscal Officer.
"Fiscal Officer" means the City Auditor of the Issuer.
"Fixed Interest Rates" means fixed non-adjustable interest rates on a series of Bonds to be borne by those Bonds while those Bonds are in the Fixed Rate Mode.
"Fixed Rate Mode" means that Interest Rate Mode in which the Bonds of a series bear interest at Fixed Interest Rates either from the Original Issuance Date for such Bonds or from the Conversion Date to the Maturity Date for such Bonds.
"Holder" or "Holder of a Bond" means the person in whose name a Bond is registered on the Register maintained by the Registrar.
"Improvements" means the increase in value of the Property, as provided in the TIF Ordinance.
"Indenture" means the Trust Agreement between the Issuer and the Trustee relating to the Bonds, as the same may be amended, modified, or supplemented.
"Interest Determination Date" means, with respect to Bonds in the Weekly Mode, the Wednesday immediately preceding the commencement of an Interest Period, except that if such day is not a Business Day, then the Interest Determination Date shall be the next preceding Business Day.
"Interest Payment Date" means, as to a series of Bonds initially issued in the Fixed Rate Mode, the dates for the payment of interest specified in the Certificate of Award relating to those Bonds, and as to a series of Bonds initially issued in the Weekly Mode, (i) the first Business Day of each month, commencing in the month immediately following the Original Issuance Date of those Bonds while those Bonds are in the Weekly Mode, and (ii) the dates specified in the Certificate of Award relating to those Bonds after those Bonds have been converted to the Fixed Rate Mode.
"Interest Period" means, with respect to Bonds in the Weekly Mode, a period from and including the Thursday in each calendar week to and including the Wednesday in the following week, except that the first Interest Period shall be the period from and including the Original Issuance Date to and including the Wednesday identified in the Certificate of Award as the last day of the first Interest Period.
"Interest Rate Mode" means the Weekly Mode and the Fixed Rate Mode.
"Issuer" means the City of Columbus, Ohio.
"Legal Officer" means the City Attorney of the Issuer.
"Legislative Authority" means this Council and any officer, board, commission or other body which hereafter succeeds, by operation of law, to the powers and duties of such Council.
"Mandatory Redemption Dates" means the first day of the month and years to be specified in the Certificate of Award for a series of Bonds in which the Bonds of that series that are designated as Term Bonds are to be redeemed pursuant to the Mandatory Sinking Fund Requirements.
"Mandatory Sinking Fund Requirements" means, as to Bonds of a series maturing on Term Maturity Dates, amounts sufficient to redeem those Bonds (less the amount of credit as provided in the Indenture) on each Mandatory Redemption Date, as set forth in the Certificate of Award relating to those Bonds.
"Maximum Interest Rate" means with respect to a series of Bonds in the Weekly Rate Mode, the maximum interest rate as set forth in the Credit Facility securing those Bonds, which shall not be less than seven per cent (7%) per annum.
"Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Legislative Authority by notice to the Trustee.
"Optional Earliest Redemption Date" means the date specified in the Certificate of Award for a series of Bonds as the earliest date on which Bonds of that series may be called for redemption at the option of the Issuer.
"Optional Redemption Prices" shall be as set forth in the Certificate of Award for a series of Bonds, but shall not exceed 102% nor be less than 100% of the principal amount of Bonds of that series to be optionally redeemed.
"Original Issuance Date" means as to a series of Bonds, the date on which such Bonds are first authenticated and delivered to the Original Purchaser thereof against payment therefor.
"Original Purchaser" means (i) as to the Series 2004A Bonds, Seasongood & Mayer LLC and Apex Pryor Securities, (ii) as to each series of Deferred Bonds, the person or persons identified in the Certificate of Award relating to such series of Bonds, and (iii) as to any Subsequent Indebtedness, the person or persons identified in the Bond Legislation authorizing the issuance of such Subsequent Indebtedness.
"Original TIF Ordinance" means Ordinance No. 3106-96 of the Legislative Authority duly enacted on December 16, 1996.
"Parity Bonds" means notes, bonds or other obligations of the Issuer issued on a parity with the Series 2004A Bonds pursuant to the Indenture.
"Person" means one or more natural persons, firms, associations, partnerships, corporations or public bodies.
"Principal Retirement Dates" means the day and month in the years in which a series of Bonds are to be retired in accordance with their stated terms, which dates are to be specified in the Certificate of Award relating to that series of Bonds, provided that with respect to the Series 2004A Bonds and the Deferred Bonds, no such date shall be later than December 15, 2026.
"Principal Retirement Schedule" means the schedule for the retirement of the principal of a series of 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 relating to that series of Bonds.
"Property" means, collectively, the real property described in Exhibit A to the Original TIF Ordinance and Exhibit A-1 to the Amending TIF Ordinance.
"Public Improvements" means the public improvements as defined and described in the TIF Ordinance.
"Public Improvements Fund" or "City of Columbus, Ohio - Polaris TIF Public Improvements Fund No. 770" means the fund of that name created by Section 8 of this ordinance and any accounts therein.
"Purchase Price" means the purchase price to be paid by the Original Purchaser of a series of Bonds for those Bonds, which price shall be set forth in the Certificate of Award relating to that series of Bonds, but such price shall not be less than the sum of 96% of the principal amount of that series of Bonds and accrued interest thereon from their dated date to the Original Issuance Date for those Bonds.
"Rebate Fund" or "City of Columbus, Ohio - Polaris TIF Rebate Fund" means the Rebate Fund created by Section 8 of this ordinance and any accounts therein.
"Registrar" means the Trustee, until a successor Registrar shall have become such pursuant to applicable provisions of the Indenture. Any Registrar designated under the Indenture shall be a transfer agent registered in accordance with Section l7A(c) of the Securities Exchange Act of 1934.
"Remarketing Agent" means, for a series of Bonds initially issued in the Weekly Mode, the Remarketing Agent identified in the Certificate of Award for those Bonds, and any successor Remarketing Agent appointed in accordance with the Indenture. "Principal Office" of the Remarketing Agent means the office or offices designated from time to time as such by the Remarketing Agent in writing to the City, the Trustee and the Tender Agent.
"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, a corporation organized and existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Legislative Authority by notice to the Trustee.
"Series 2004A Bonds" means the Tax Increment Financing Bonds, Series 2004A (Polaris Project) of the Issuer authorized and issued pursuant to this ordinance.
"Series 2004A Bonds Issuance Expense Fund" or "City of Columbus, Ohio - Polaris TIF Series 2004A Bonds Issuance Expense Fund" means the fund of that name created by Section 8 of this ordinance and any accounts therein.
"Series 2004A Certificate of Award" means the Certificate of Award relating to the Series 2004A Bonds provided for in Section 5 of this ordinance.
"Special Funds" means the Bond Fund, the Bond Reserve Fund, the TIF Fund, and the Public Improvements Fund.
"Specified Interest Rates" means, (A) with respect to a series of Bonds in the Fixed Interest Rate Mode from the Original Issuance Date of those Bonds, the interest rate or rates at which those Bonds will bear interest, which rates shall be set forth in the Certificate of Award relating to those Bonds, and (B) with respect to a series of Bonds converted to the Fixed Rate Mode after the Original Issuance Date for such Bonds, the interest rate or rates at which those Bonds will bear interest, which rates shall be set forth in a certificate of the Fiscal Officer relating to those Bonds dated as of the Conversion Date for such Bonds; provided, however, that in no case shall the true interest cost to the Issuer of any Bonds in the Fixed Rate Mode exceed six and one-quarter per cent (6.25%) per annum.
"State" means the State of Ohio.
"Subordinated Indebtedness" means notes, bonds or other obligations of the Issuer containing the provisions set forth in Exhibit A attached to the Indenture and issued pursuant to the Indenture.
"Subsequent Indebtedness" means any Additional Bonds, other than the Deferred Bonds, the issuance of which will be authorized by a separate ordinance of the Legislative Authority.
"Supplemental Indenture" means a Supplemental Indenture between the Issuer and the Trustee, entered into in accordance with the terms of the Indenture.
"Tender Agent" means, for a series of Bonds initially issued in the Weekly Mode, the Tender Agent identified in the Certificate of Award relating to those Bonds, and any successor Tender Agent appointed in accordance with the Indenture, or if no such Tender Agent is identified, the Trustee. "Principal Office" of the Tender Agent means the office or offices designated from time to time as such by the Tender Agent in writing to the Issuer, the Trustee and the Remarketing Agent.
"Term Bonds" means Bonds of a series identified in the Certificate of Award relating to those Bonds that are stated to mature on Term Maturity Dates, unless previously redeemed pursuant to Mandatory Sinking Fund Requirements.
"Term Maturity Dates" means the day and month in the year or years in 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 relating to those Bonds, provided that with respect to the Series 2004A Bonds and the Deferred Bonds, no such date shall be later than December 15, 2026.
"TIF Fund" means Polaris Project Municipal Public Improvement Tax Increment Equivalent Fund No. 402, as established in Section 7 of the Original TIF Ordinance and any accounts or subaccounts therein.
"TIF Ordinance" means the Original TIF Ordinance, as amended by the Amending TIF Ordinance, as the same may be amended from time to time in accordance with Ohio law.
"TIF Revenues" means the service payments in lieu of property taxes received by the Issuer with respect to the Improvements.
"Trustee" means J.P. Morgan Trust Company, National Association, Columbus, Ohio, and its successors and any corporation or national banking association resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee at the time serving as successor trustee under the Indenture. "Principal Office" of the Trustee means the office or offices designated from time to time as such by the Trustee in writing to the Issuer, the Tender Agent, and the Remarketing Agent.
"2001 Bonds" means the Issuer's Adjustable Rate Tax Increment Financing Bonds (Lyra/Gemini/Polaris Project) in the original principal amount of $4,000,000, of which $2,100,000 remains outstanding.
"2001 Paying Agent" means the Board of Trustees of the Sinking Fund of the City of Columbus, Ohio, in its capacity as bond registrar and paying agent for the 2001 Bonds.
"Weekly Mode" means that Interest Rate Mode in which Bonds bear interest at an interest rate that is adjusted weekly in accordance with the provisions of this Ordinance and the Indenture.
The captions and headings in this ordinance are solely for convenience of reference and do not define, limit or describe the scope or intent of any provisions or Sections of this ordinance.
Section 2. Determination of Legislative Authority. This Legislative Authority hereby finds and determines that:
(a) It is necessary and proper and in the best interest of the Issuer to, and the Issuer shall, issue, sell and deliver the Series 2004A Bonds and the Deferred Bonds, in an aggregate principal amount of not to exceed $35,000,000 for the purposes set forth in the recitals to this ordinance and to pay the costs of issuance of those Bonds; and
(b) The Issuer shall have the right as necessary from time to time in the future to issue other Additional Bonds for the purposes authorized in the Indenture, upon satisfaction of the conditions and in the manner provided in the Indenture.
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Section 3. Series 2004A Bonds; Deferred Bonds. The Bonds authorized by this ordinance shall be issued in two or more series. The Series 2004A Bonds shall be issued pursuant to this ordinance and the Indenture in the Fixed Rate Mode and shall be in an aggregate principal amount not to exceed $25,000,000. The Deferred Bonds shall be issued pursuant to this ordinance and a Supplemental Indenture in the Interest Rate Mode specified in the Certificate of Award for such Bonds and shall be in an aggregate principal amount which, when added to the original principal amount of the Series 2004A Bonds, does not exceed $35,000,000. The Deferred Bonds shall be issued in one or more series and shall be designated "Subordinated Tax Increment Financing Bonds, Series 200XY (Polaris Project)", with the "X" to be the year of the Original Issuance Date of the Deferred Bonds and the "Y" to be an identifier for the series of Deferred Bonds issued in that year, beginning with "A" and proceeding through the alphabet, as necessary. Except for the portion of proceeds of a series of Bonds used to pay the cost of issuance of that series of Bonds and proceeds, if any, used to fund the Bond Reserve Fund or the Capitalized Interest Account for that series of Bonds (as specified in the Certificate of Award for such Bonds): (i) proceeds of the Series 2004A Bonds shall be used, as set forth in this ordinance, the Series 2004A Certificate of Award, and in the Indenture, (A) to refund, on a current basis, the 2001 Bonds, and (B) to the extent designated in the Series 2004A Certificate of Award, to pay the costs of Public Improvements, and (ii) proceeds of the Deferred Bonds shall be used to pay the costs of Public Improvements.
Section 4. Terms and Provisions of the Series 2004A Bonds and the Deferred Bonds.
(a). he Series 2004A Bonds and the Deferred Bonds (i) shall be issued only in fully regstered form, substantially as set forth in an exhibit to the Indenture, or, in the case of a series of Deferred Bonds, the form set forth in the Supplemental Indenture relating to those Deferred Bonds; (ii) shall be exchangeable for Bonds of the same series, as provided in the Indenture; (iii) shall be numbered in such manner as to distinguish each Bond of a series from any other Bond of that series; (iv) shall be subject to redemption prior to maturity in the amounts, upon the conditions, and at the times and prices set forth in the Certificate of Award relating to that series of Bonds; and (v) shall be dated as of the date stated in the related Certificate of Award, provided that the Series 2004A Bonds shall not be issued after December 31, 2004 and no series of Deferred Bonds shall be issued after December 31, 2006 unless otherwise extended by action of the Legislative Authority. Each Series 2004A Bond and Deferred Bond shall bear interest, in accordance with the Indenture, 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 its Original Issuance Date. The Series 2004A Bonds and the Deferred Bonds shall be in an Authorized Denomination but not to exceed the principal amount of Bonds of that series maturing on any one date.
(b) Interest Rate and Principal Maturities. The Series 2004A Bonds and the Deferred Bonds shall bear interest at the Specified Interest Rates per annum, payable on each Interest Payment Date, and shall mature on the Principal Retirement Dates and in the principal amounts set forth in the Principal Retirement Schedule.
(c) Mandatory Redemption. Any Series 2004A Bonds and Deferred Bonds which are Term Bonds and which mature on the Term Maturity Dates are subject to mandatory redemption on the Mandatory Redemption Dates pursuant to the Mandatory Sinking Fund Requirements. The procedures and conditions for the satisfaction of the Mandatory Sinking Fund Requirements with respect to the Series 2004A Bonds shall be set forth in the Indenture. The procedures and conditions for the satisfaction of the Mandatory Sinking Fund Requirements for the Deferred Bonds shall be set forth in the Supplemental Indenture related to the Deferred Bonds.
(d) Book Entry System. The Series 2004A Bonds and the Deferred Bonds (except for such Deferred Bonds sold in a private placement pursuant to Section 5 hereof) shall be initially issued to a Depository for use in a book entry system, and the provisions of this Section shall apply notwithstanding any other provision of this ordinance: (i) there shall be a single Bond of each maturity, (ii) those Bonds shall be registered in the name of the Depository or its nominee, as registered owner, and immobilized in the custody of the Depository; (iii) the beneficial owners in book entry form shall have no right to receive Bonds in the form of physical securities or certificates; (iv) ownership of beneficial interests in any Bonds 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 (v) 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 Issuer.
If any Depository determines not to continue to act as a depository for a series of Bonds for use in a book entry system, the Issuer and the Bond Registrar may attempt to have established a securities depository/book entry relationship with another qualified Depository under this ordinance. If the Issuer and the Bond Registrar do not or are unable to do so, the Issuer 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 of that series 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 Issuer or the Bond Registrar, of those persons requesting such issuance.
Notwithstanding anything in this ordinance to the contrary, so long as a series of Bonds are held under a book entry system, those Bonds will not be delivered in connection with the provisions of this ordinance, the Indenture and the related Supplemental Indenture relating to the tender or deemed tender of those Bonds; rather, transfer of beneficial ownership of those Bonds tendered or deemed tendered shall be effected pursuant to the rules and procedures established by the Depository.
(e) Execution. The Series 2004A Bonds and the Deferred Bonds shall be signed by the Mayor of the Issuer and Fiscal Officer, provided that either or both of such signatures may be a facsimile.
Section 5. Sale of the Series 2004A Bonds and the Deferred Bonds; Bond Purchase Contract; Credit Facilities; and Official Statement. The sale and award of the Series 2004A Bonds and each series of Deferred Bonds shall be evidenced by a Certificate of Award signed by the Executive or the Fiscal Officer. The Certificate of Award with respect to a series of Bonds shall set forth the aggregate principal amount of that series of Bonds, the date of that series of Bonds, the Purchase Price, the Specified Interest Rates, the Principal Retirement Dates, the Principal Retirement Schedule, any Mandatory Redemption Dates, any Mandatory Sinking Fund Requirements, any Term Bonds, any Term Maturity Dates, and Optional Earliest Redemption Date, the Optional Redemption Prices, any amounts to be deposited into the Capitalized Interest Account (or subaccount thereof), and any amounts to be deposited in the Bond Reserve Fund (or any account thereof), together with such additional information as shall be required by the terms of this ordinance and the Bond Purchase Contract.
The Series 2004A Bonds and the Deferred Bonds are awarded and sold to the Original Purchaser thereof, in accordance with the Bond Purchase Contract relating thereto, at the Purchase Price. Each Bond Purchase Contact 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 Executive and the Legal Officer. The approval of such Bond Purchase Contract shall be conclusively evidenced by the execution of the Bond Purchase Contract by such officers. It is hereby determined that the Purchase Price and the Specified Interest Rates, the manner of sale and the terms of the Series 2004A Bonds and the Deferred Bonds, all as provided herein and in the Bond Purchase Contracts, will be in the best interests of the Issuer and consistent with all legal requirements.
The Executive and the Fiscal Officer, and either acting alone, are hereby authorized to make appropriate arrangements, if either of such officers deems it in the best interest of the Issuer, for the issuance of one or more Credit Facilities to secure a series of Bonds, including executing and delivering one or more Credit Facility Agreements or commitments with respect thereto and other documents in connection therewith, each containing such terms, covenants and conditions not inconsistent with this ordinance and permitted by applicable law as shall be approved by the Executive or the Fiscal Officer, as the case may be, and the Legal Officer. The approval of such Credit Facility Agreements shall be conclusively evidenced by the execution of such agreements by such officers. The premium for any municipal bond insurance policy purchased as security for a series of Bonds will be paid only from the proceeds of sale of such Bonds as a cost of issuance, and no other funds of the Issuer shall be used to pay such premium.
The Executive, the Fiscal Officer and the Clerk are directed to make the necessary arrangements on behalf of the Issuer to establish the dates, locations, procedures and conditions for the delivery of the Series 2004A Bonds and the Deferred Bonds to the Original Purchasers thereof. Those officers are further directed to take all steps necessary to effect due execution, authentication and delivery of the Series 2004A Bonds and the Deferred Bonds under the terms of this ordinance, the Bond Purchase Contracts, the Indenture and any related Supplemental Indentures.
The distribution of an Official Statement of the Issuer relating to the original issuance of the Series 2004A Bonds is hereby authorized, and the Executive and the Fiscal Officer, with the approval of the Legal Officer, are each hereby authorized and directed to negotiate, prepare and execute, on behalf of the Issuer and in their official capacities, the Official Statement and any supplements thereto as so executed, and are each authorized and directed to advise the Original Purchaser of the Series 2004A Bonds in writing regarding limitations on the use of the Official Statement relating to the Series 2004A Bonds and any supplements thereto for purposes of marketing or reoffering those Bonds as the officer acting deems necessary or appropriate to protect the interests of the Issuer. The Executive, the Fiscal Officer, the Legal Officer and any other official of the Issuer are each authorized to execute and deliver, on behalf of the Issuer 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.
This Legislative Authority hereby declares that the Series 2004A Bonds are "obligations" within the meaning of Section 323.07(a)(7) of the Columbus City Codes. The Series 2004A Certificate of Award shall identify the annual financial information and operating data that will constitute the "annual information" for purposes of said Section 323.07.
All or a portion of the Deferred Bonds may be sold in a private placement directly to the Original Purchaser of such Deferred Bonds without an official statement or other offering document. No transfer of such privately placed Deferred Bond shall be made unless the Fiscal Officer has received, and delivered to the Trustee, an opinion of legal counsel satisfactory to the Fiscal Officer to the effect that the transfer would be in compliance with applicable federal and state securities laws. Such Deferred Bonds will contain a legend regarding said restrictions on the transfer of such Deferred Bonds. The Original Purchaser of such privately placed Deferred Bonds and any subsequent transferee shall be required to represent in an investment letter, among other things, that it (a) is a sophisticated investor, (b) understands the risk associated with such Deferred Bonds, (c) is purchasing such Deferred Bonds for its own account and not with a view toward distribution, and (d) has obtained all information it desired for the purpose of evaluating, and has fully evaluated, the risks of purchasing such Deferred Bonds.
Section 6. Application of Proceeds of Series 2004A Bonds and the Deferred Bonds.
(a) The proceeds of sale of the Series 2004A Bonds shall be allocated and deposited as follows:
(i) to the Trustee for deposit to the credit of the Senior Payment Account in the Bond Fund, any accrued interest paid by the Original Purchaser of the Series 2004A Bonds;
(ii) to the Trustee for deposit to the credit of the Series 2004A Bonds Issuance Expense Fund, that amount set forth in the Series 2004A Certificate of Award, which shall be the amount required to pay the costs of issuance of the Series 2004A Bonds;
(iii) to the 2001 Paying Agent, the amount determined in accordance with Section 12, and specified in the Series 2004A Certificate of Award, as the amount necessary to redeem the 2001 Bonds and the interest due thereon to the date of redemption, after taking into account any moneys transferred to the 2001 Paying Agent from the TIF Fund;
(iv) to the Bond Reserve Fund, or account therein, the amount, if any, designated in the Series 2004A Certificate of Award as necessary to satisfy the Bond Reserve Requirement for the Series 2004A Bonds;
(v) to the Capitalized Interest Account, or subaccount therein, the amount, if any, designated in the Certificate of Award for the Series 2004A Bonds as capitalized interest on the Series 2004A Bonds; and
(vi) to the Public Improvements Fund, or accounts therein, the balance, if any, of the proceeds of sale of the Series 2004A Bonds.
(b) The proceeds of sale of the Deferred Bonds shall be allocated and deposited as follows:
(i) to the Trustee for deposit to the credit of the account in the Deferred Bonds Issuance Expense Fund established for those Bonds, that amount set forth in the Certificate of Award for those Bonds, which shall be the amount required to pay the costs of issuance of the those Bonds; and
(ii) to the Trustee for deposit to the credit of the account in the Bond Fund established for those Bonds, any accrued interest paid by the Original Purchaser of such Deferred Bonds;
(iii) to the Bond Reserve Fund, or account therein, the amount, if any, designated in the Certificate of Award for those Bonds as necessary to satisfy the Bond Reserve Requirement for such Bonds;
(iv) to the Capitalized Interest Account, or subaccount therein, the amount, if any, designated in the Certificate of Award for those Bonds as capitalized interest on such Bonds; and
(v) to the Public Improvements Fund, or accounts therein, the balance of those proceeds.
All moneys necessary to carry out the purpose of this ordinance, including costs of issuance of the Series 2004A Bonds and the Deferred Bonds, and all Bond Service Charges for the Series 2004A Bonds and the Deferred Bonds, are hereby deemed appropriated.
Section 7. Security for the Series 2004A Bonds and the Deferred Bonds. As provided in the Indenture, the Series 2004A Bonds and the Deferred Bonds shall be secured by and payable from the TIF Revenues and the moneys and investments in the Special Funds in the manner provided by the Indenture and for which purposes the TIF Revenues and the moneys and investments in the Special Funds are hereby pledged; provided however, the Series 2004A Bonds and the Deferred Bonds may be secured by, and payable from the Credit Facilities applicable to those Bonds; and, provided further, that any lien on or pledge of any fund, account, revenues or money not in the custody of the Trustee shall be valid and enforceable only to the extent permitted by law and by this ordinance and the Indenture. Nothing in the Bond Legislation, the Series 2004A Bonds, the Deferred Bonds, the Indenture or any Supplemental Indenture shall constitute a general obligation, debt or bonded indebtedness of the Issuer; neither the general resources of the Issuer shall be required to be used, nor the general credit of the Issuer pledged for the performance of any duty under the Bond Legislation, the Series 2004A Bonds, the Deferred Bonds, the Indenture or any Supplemental Indenture; and nothing herein or therein shall give the Holders of any Bonds, and they shall not have, the right to have excises or taxes levied by the Legislative Authority, or by the State or the taxing authority of any other political subdivision, for the payment of Bond Service Charges on any series of Bonds; and each Bond shall contain on the face thereof a statement to that effect; provided, however, that nothing herein shall be deemed to prohibit the Issuer, of its own volition, from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment of any of the terms, conditions or obligations of the Indenture, any Supplemental Indenture, the Bond Legislation, or the Bonds.
Section 8. Creation of Funds; Application of Revenues. The funds and accounts described in this Section are created hereby and are designated as indicated. Each fund is to be maintained in the custody of the Issuer or the Trustee, as indicated below, as a separate account (except when invested in Eligible Investments, as defined in the Indenture). The funds and accounts are:
(a) the Bond Fund designated the "City of Columbus, Ohio - Polaris TIF Bond Fund", and the "Senior Payment Account" and the "Subordinated Payment Account" therein;
(b) the Rebate Fund designated the "City of Columbus, Ohio - Polaris TIF Rebate Fund;"
(c) the Series 2004A Bonds Issuance Expense Fund designated the "City of Columbus, Ohio - Polaris TIF Series 2004A Bonds Issuance Expense Fund;"
(d) the Bond Reserve Fund designated the "City of Columbus, Ohio Polaris TIF Bond Reserve Fund;"
(e) the Deferred Bonds Issuance Expense Fund designated the "City of Columbus, Ohio - Polaris TIF Deferred Bonds Issuance Expense Fund;" and
(f) the Public Improvements Fund designated the "City of Columbus, Ohio - Polaris TIF Public Improvements Fund No. 770", and the "Polaris Infrastructure Account," and the "Capitalized Interest Account" therein.
The Bond Fund shall be maintained in the custody of the Trustee as a trust fund. Moneys in the Senior Payment Account of the Bond Fund shall be used solely for the payment of Bond Service Charges on the Series 2004A Bonds and Parity Bonds and the payment of any amounts due to Persons who have provided Credit Facilities for one or more series of Parity Bonds, and to the extent provided in the Indenture, for the purchase for cancellation or redemption of Series 2004A Bonds or Parity Bonds. Moneys in the Subordinated Payment Account of the Bond Fund shall be used for the payment of Bond Service Charges on any series of Deferred Bonds that constitute Subordinated Indebtedness and the payment of any amounts due to Persons who have provided Credit Facilities for one or more series of Subordinated Indebtedness, provided, however, that if the balance in the Senior Payment Account on any date on which payment of Bond Service Charges on the Series 2004A Bonds or a series of Parity Bonds is due is insufficient to pay such Bond Service Charges, the Trustee shall transfer moneys from the Subordinated Payment Account to the Senior Payment Account to the extent of such deficiency, or to the extent of the balance in the Subordinated Payment Account if such balance is less than that deficiency, prior to payment of any Bond Service Charges on Subordinated Indebtedness which may be due and payable on that date. If at any time the Trustee shall have moneys and investments then on deposit in the Senior Payment Account of the Bond Fund sufficient to purchase for cancellation or redeem on the next available redemption date any outstanding Series 2004A Bonds or Parity Bonds, without thereby reducing the balance thereafter remaining in the Senior Payment Account of the Bond Fund below the amount which on such redemption date would be required by the Indenture to be on hand therein with respect to the Series 2004A Bonds or Parity Bonds not to be so purchased or redeemed, the Trustee, at the request of the Issuer, shall cause such moneys to be used out of the Senior Payment Account of the Bond Fund in the amounts required, together with any other moneys provided by the Issuer, to accomplish such purchase or redemption.
The Rebate Fund shall be maintained in the custody of the Issuer as a trust fund separate and distinct from all other funds of the Issuer. Any provision of this ordinance or the Indenture to the contrary notwithstanding, amounts deposited into the Rebate Fund shall be free and clear of any lien created by the Bond Legislation or the Indenture.
The Series 2004A Bonds Issuance Expense Fund and the Deferred Bonds Issuance Expense Fund shall be maintained in the custody of the Trustee as trust funds separate and distinct from all other funds of the Issuer. Moneys in the Series 2004A Bonds Issuance Expense Fund and each account of the Deferred Bonds Issuance Expense Fund shall be disbursed, at the written direction of the Executive or the Fiscal Officer, to pay the costs of issuance of the Series 2004A Bonds and the related series of Deferred Bonds, respectively. Any balance remaining in the Series 2004A Bonds Issuance Expense Fund or an account in the Deferred Bonds Issuance Expense Fund on the ninetieth (90th) day following the Original Issuance Date of the related series of Bonds shall be transferred to the Senior Payment Account of the Bond Fund.
The Bond Reserve Fund shall be maintained in the custody of the Trustee as a trust fund separate and distinct from all other funds of the Issuer. The Indenture shall create separate accounts within the Bond Reserve Fund for any series of Bonds for which the Certificate of Award for that series of Bonds specifies a Bond Reserve Requirement. Moneys in an account of the Bond Reserve Fund shall be used solely for the payment of Bond Service Charges on the series of Bonds for which that account is created and, to the extent provided in the Indenture, for the purchase for cancellation or redemption of such series of Bonds.
The Public Improvements Fund shall be maintained in the custody of the Issuer as a separate account. Bond proceeds intended to pay for the costs of Public Improvements directly benefiting the Property shall be deposited into the Polaris Infrastructure Account of the Public Improvements Fund. The Issuer may create other separate accounts within the Public Improvements Fund as necessary to allocate Bond proceeds for separate Public Improvement projects and shall apply moneys in the Public Improvements Fund only to pay for the costs of Public Improvements.
So long as any Bonds secured by the Indenture remain outstanding, all TIF Revenues shall be deposited in, or constitute a part of, as the case may be, the TIF Fund and shall be applied as provided in the Indenture.
Section 9. Covenants of Issuer. The Issuer, by issuance of the Series 2004A Bonds and the Deferred Bonds covenants and agrees with the holders of the Bonds that:
(a) The Issuer will use the proceeds (other than proceeds used to pay costs of issuance) (i) of the Series 2004A Bonds, together with moneys transferred from the TIF Fund, (A) to redeem the 2001 Bonds on their earliest optional redemption date, and (B) to the extent designated in the Series 2004A Certificate of Award, to pay the cost of Public Improvements, and (ii) of the Deferred Bonds to pay the cost of Public Improvements.
(b) The Issuer will segregate, for accounting purposes, the TIF Revenues and the funds established herein and under the Indenture that are held by the Issuer from all other revenues and funds of the Issuer.
(c) The Clerk, or other appropriate officer of the Issuer, will furnish to the Original Purchaser and to the Trustee a true transcript of proceedings, certified by the Clerk or other officer, of all proceedings had with reference to the issuance of the Series 2004A Bonds and the Deferred Bonds, respectively, together with such information from the Issuer's records as is necessary to determine the regularity and validity of such issuance.
(d) The Issuer will, at any and all times, cause to be done all such further acts and things and cause to be executed and delivered all such further instruments as may be necessary to carry out the purpose of the Bonds and any Bond Legislation authorizing the same.
(e) The Issuer will observe and perform all its agreements and obligations provided for by the Bonds, the Indenture, any Supplemental Indenture or the Bond Legislation.
All of the obligations under this ordinance and the Indenture are hereby established as duties specifically enjoined by law and resulting from an office, trust or station of the Issuer, and each officer or employee of the Issuer having authority to perform such duty, within the meaning of Ohio Revised Code Section 2731.01.
Section 10. Indenture; Supplemental Indentures. To secure the payment of the Bond Service Charges on the Bonds as the same shall become due and payable and the performance of the Issuer as provided in the Bond Legislation, the Bonds and the Indenture, the Executive and the Fiscal Officer and either of them, acting alone, are hereby authorized and directed, for and in the name of the Issuer and on its behalf, (i) to execute and deliver to the Trustee the Indenture, and (ii) to execute and deliver a Supplemental Indenture with respect to the Deferred Bonds. The Indenture and the Supplemental Indenture shall be in such form and shall contain such terms, covenants and conditions not inconsistent with the Bond Legislation and permitted by applicable law as shall be approved by the official executing the same and the Legal Officer. The approval of such Indenture shall be conclusively evidenced by the execution of the Indenture by those officials.
Section 11. Federal Income Tax Compliance Certificate. The Issuer covenants that it (i) will take or cause to be taken such actions which may be required of it for the interest on the Bonds to be and remain excluded from gross income for federal income tax purposes, and (ii) will not take or permit to be taken any actions which would adversely affect that exclusion, and that it, or persons acting for it, will, among other acts of compliance, (A) apply the proceeds of the Bonds to the governmental purpose of the borrowing, (B) restrict the yield on investment property acquired with those proceeds, if required by the Code, (C) make timely rebate payments to the federal government if any such payments are required, (D) maintain books and records and make calculations and reports, (E) refrain from certain uses of proceeds, all in such manner and to the extent necessary to assure such exclusion of that interest under the Code. The Executive and the Fiscal Officer and each of them, acting alone, are hereby authorized and directed, for and in the name of the Issuer and on Its behalf, to execute and deliver to the Trustee a Federal Income Tax Compliance Certificate with respect to each series of Bonds. The Federal Income Tax Compliance Certificate shall be in such form and shall contain such terms, covenants and conditions not inconsistent with this ordinance as shall be approved by the official executing the same. The approval of the Federal Income Tax Compliance Certificate shall be conclusively evidenced by the execution thereof by those officials.
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Section 12. Redemption of the 2001 Bonds. The Executive and the Fiscal Officer and each of them, acting alone, are hereby authorized and directed, for and in the name of the Issuer and on its behalf, to give such notices as may be required in order to effect the redemption of the 2001 Bonds on the Original Issuance Date of the Series 2004A Bonds or the earliest possible date thereafter. On or before the Original Issuance Date of the Series 2004A Bonds, the Issuer shall deliver to the 2001 Paying Agent, from moneys in the TIF Fund, such amount specified in the Series 2004A Certificate of Award to be used to pay principal of and interest on the 2001 Bonds on the redemption date thereof. The Executive and the Fiscal Officer and each of them, acting alone shall direct the 2001 Paying Agent to use such moneys and the portion of the proceeds of the Series 2004A Bonds deposited with the 2001 Paying Agent pursuant to Section 6(A)(iii) of this ordinance to redeem the 2001 Bonds on the Original Issuance Date of the Series 2004A Bonds or the earliest optional redemption date thereafter. The amount to be deposited with the 2001 Paying Agent shall be: (A) the then outstanding principal amount of the 2001 Bonds; (B) the amount of interest accrued but paid as of the date of such deposit (based on the interest rates that have been determined by the remarketing agent for the 2001 Bonds); and (C) the amount of additional interest that will accrue from the date of deposit to the redemption date of the 2001 Bonds, calculated at the maximum interest rate for such bonds. The direction to the 2001 Paying Agent in connection with the redemption of the 2001 Bonds shall specify that any amounts remaining with the 2001 Paying Agent after the redemption of the 2001 Bonds shall be transferred to the Trustee, within 14 days after such redemption, for credit to the Public Improvements Fund. Redemption of the 2001 Bonds shall be subject to the condition that the Series 2004A Bonds are purchased and paid for by the Original Purchaser, and any notice of redemption given to the holders of the 2001 Bonds shall include a reference to that condition.
Section 13. Severability. Each section of this ordinance and each subdivision or paragraph of any section thereof is hereby declared to be independent and the finding or holding of any section or any subdivision or paragraph of any section thereof to be invalid or void shall not be deemed or held to affect the validity of any other section, subdivision or paragraph of this ordinance.
Section 14. Compliance with Open Meeting Law. This Legislative Authority hereby finds and determines that all formal actions taken relative to the adoption of this ordinance were taken in an open meeting of this Legislative Authority, and that all deliberations of this Legislative Authority and of its committees, if any, which resulted in formal action, were taken in meetings open to the public; in full compliance with applicable legal requirements.
Section 15. Effective Date. In accordance with Section 55(b) of the Charter of the City of Columbus, Ohio, this ordinance shall take effect and be in force from and immediately after its passage and approval by the Mayor, or ten days after passage if the Mayor neither approves nor vetoes the same.