To enact sections 134.01, 134.02, 134.03, 134.031, 134.04, 134.041, 134.042, 134.05, 134.06, 134.07, 134.08, 134.09, and 134.10 of the Revised Code to create the Ohio bond bank to assist political subdivisions with borrowing and with the acquisition of property by acting as a financing conduit.

Section 1. That sections 134.01, 134.02, 134.03, 134.031, 134.04, 134.041, 134.042, 134.05, 134.06, 134.07, 134.08, 134.09, and 134.10 of the Revised Code be enacted to read as follows:

Sec. 134.01.  For purposes of sections 134.01 to 134.10 of the Revised Code:

(A) "Bank" means the Ohio bond bank established in section 134.02 of the Revised Code.

(B) "Board" means the board of directors established in section 134.03 of the Revised Code.

(C) "Holder" means a person who is the bearer of any outstanding bond or note registered to bearer or not registered, or who is the registered owner of any outstanding bond or note that is registered other than to bearer.

(D) "Qualified entity" means a subdivision as defined under section 133.01 of the Revised Code and any nonprofit corporation authorized to issue securities for or on behalf of any subdivision.

(E) "Security" means any of the following:

(1) A bond, note, or evidence of indebtedness issued by a qualified entity;

(2) A lease or other evidence of participation in the lessor's interest in and rights under a lease with a qualified entity;

(3) An obligation of a qualified entity under an agreement between the qualified entity and the bank.

Sec. 134.02.  (A) If the provisions of this chapter are inconsistent with the provisions of any other law, general, special, or local, the provisions of this chapter shall control.

(B) The Ohio bond bank is hereby created to provide low-cost financial assistance to qualified entities. The bank is a separate body corporate and politic, constituting an instrumentality of this state, but it is not a state agency. The bank is separate from this state in its corporate and sovereign capacity. All expenses incurred by the Ohio bond bank in carrying out its purpose are payable solely from revenues of the bank or funds appropriated to the bank, and nothing in sections 134.01 to 134.10 of the Revised Code shall be construed to authorize the bank to incur a liability on behalf of or payable by this state.

(C) The bank is granted all powers necessary or convenient to perform its purpose, including but not limited to the power to do any of the following:

(1) Buy and sell bonds, notes, or other evidence of indebtedness issued by a qualified entity;

(2) Loan money to a qualified entity;

(3) Purchase property and sell or lease it to a qualified entity;

(4) Issue bonds, notes, or other evidence of indebtedness or borrow money;

(5) Render services consistent with the bank's purpose and charge a reasonable fee for such services;

(6) Charge fees for applications submitted by qualified entities;

(7) Accept gifts or grants of property, money, or services;

(8) Invest surplus cash;

(9) Adopt an official seal;

(10) Sue and be sued;

(11) Perform any action necessary or convenient for the bank's day-to-day operations, such as buying, selling, leasing, holding, or using property; entering into contracts; employing or retaining attorneys, accountants, financial advisors, or other professionals and personnel; and procuring insurance;

(12) Adopt bylaws governing its operations, procedures, and policies as may be necessary to assist with the furtherance of the bank's purpose.

(D) The bank shall maintain an operating fund and such other funds as it considers necessary or convenient to execute the bank's purpose.

Sec. 134.03.  (A) The bank shall be governed by a board of directors composed of the following:

(1) The treasurer of state, who shall be the chairperson;

(2) The director of budget and management;

(3) Five residents of this state having substantial expertise in buying, selling, or trading public securities, in public administration, or in public facilities management, to be appointed by the governor. Appointed directors shall serve for a term of three years, may be reappointed for an unlimited number of terms, and shall hold office from the date of the appointment until the end of the term for which the director was appointed. An appointed director shall continue in office subsequent to the expiration date of the director's term until the director's successor takes office or until a period of sixty days has elapsed, whichever occurs first. A director appointed to fill a vacancy occurring before the expiration of the term for which the director's predecessor was appointed shall hold office for the remainder of the term. A vacancy in an unexpired term shall be filled in the same manner as the original appointment. The governor may remove an appointed director for malfeasance, misfeasance, or nonfeasance after a hearing in accordance with Chapter 119. of the Revised Code.

(B) Directors shall serve without compensation but shall receive reimbursement for their reasonable and necessary expenses incurred in the conduct of the board's business. Directors shall file financial disclosure statements described in division (A) of section 102.02 of the Revised Code. Each director, and the chief executive officer appointed under section 134.031 of the Revised Code, shall execute a surety bond in an amount specified by the treasurer of state. Each surety bond shall be conditioned upon the faithful performance of the duties of the office of director and chief executive officer, respectively. In lieu of such surety bonds, the bank may execute a blanket surety bond covering each director, the chief executive officer, and any other officers or employees of the bank. The surety bonds shall be issued by a surety company authorized to transact business in this state. The cost of the surety bonds shall be paid by the bank. Neither a director nor a person executing bonds or notes issued under this article is personally liable on the bonds or notes.

(C) A majority of all directors constitutes a quorum, and no action may be taken without the concurrence of a majority of the directors. The board of directors is a public body for the purposes of section 121.22 of the Revised Code. The minutes of the meeting prepared under that section shall state the name of each director who was physically present at the meeting, participated in the meeting remotely, or was absent. Records of the bank are public records for the purposes of section 149.43 of the Revised Code.

(D) Each fiscal year, the bank's books and accounts shall be audited by a certified public accounting firm or the auditor of state, as selected by the bank. If the audit is to be conducted by a certified public accounting firm, the firm may not be selected without a review of the firm's proposal and approval of the firm by the auditor of state. The cost of the audit shall be considered an expense of the bank, and a copy of the audit shall be made available to the public.

(E) Within ninety days after the end of each fiscal year, the board, with the assistance of the chief executive officer, shall submit to the governor and the general assembly a report of the activities of the bank during the preceding fiscal year.

Sec. 134.031. The board shall elect a vice chairperson and appoint and establish the duties and compensation of a chief executive officer. The chief executive officer shall do all of the following:

(A) Serve as both secretary and treasurer;

(B) Administer, manage, and direct the employees of the bank;

(C) Approve all amounts for salaries, allowable expenses of the bank or of any employee or consultant of the bank, and expenses incidental to the operation of the bank;

(D) Attend meetings of the board and keep a record of the proceedings of the board;

(E) Maintain all books, documents, and papers filed with the bank, the minutes of the board, and the bank's official seal. The chief executive officer may cause copies to be made of all minutes and other records and documents of the bank and may give certificates under seal of the bank to the effect that those copies are true copies, and all persons dealing with the bank may rely upon those certificates.

(F) Establish an office for the bank in Columbus;

(G) Adopt an annual budget;

(H) Perform other duties fixed by the board.

Sec. 134.04.  (A) Bonds or notes of the bank shall be authorized by resolution of the board. Upon the adoption of a resolution authorizing the issuance of bonds or notes, the bank may publish notice of the adoption once each week for two weeks in a newspaper of general circulation in the city of Columbus. If notice is published as provided in this section, any action or proceeding in any court to set aside the resolution authorizing the issuance of bonds or notes of the bank under this chapter or to obtain any relief upon the ground that the resolution is invalid must be filed within thirty days following the first publication of notice of the adoption of the resolution. After the expiration of this thirty-day period, no right of action shall be asserted nor shall the validity of the resolution or any of its provisions be open to question in any court or agency upon any grounds.

(B) Bonds and notes of the bank are negotiable instruments and securities under Chapters 1303. and 1308. of the Revised Code. A bond or note of the bank is not a debt, liability, loan of the credit, or pledge of the faith and credit of this state or of any qualified entity. Each bond or note shall state on its face that the bank is obligated to pay principal and interest, and redemption premiums if any, and that the faith, credit, and taxing power of this state are not pledged to the payment of the bond or note. The bank may issue its bonds or notes in principal amounts that it considers necessary to provide funds for its purpose unless otherwise limited by act of the general assembly.

Unless otherwise specified by the board, every issue of bonds or notes is a general obligation of the bank payable out of the revenue or funds of the bank, subject only to agreements with the holders of a particular series of bonds or notes pledging a particular revenue or fund. Bonds or notes may be additionally secured by a pledge of a grant or contributions from the United States, a qualified entity, or a person or a pledge of income or revenues, funds, or money of the bank from any source.

The rate or rates of interest on the bonds or notes may be fixed or variable. Variable rates shall be determined in the manner and in accordance with the procedures set forth in the resolution authorizing the issuance of the bonds or notes. Bonds or notes bearing a variable rate of interest may be converted to bonds or notes bearing a fixed rate or rates of interest, and bonds or notes bearing a fixed rate or rates of interest may be converted to bonds or notes bearing a variable rate of interest, to the extent and in the manner set forth in the resolution pursuant to which the bonds or notes are issued. Interest on bonds or notes may be payable at any interval and may be compounded, as specified in the resolution. At the option of the holders, the bonds or notes may be made subject to mandatory redemption by the bank at the times and under the circumstances set forth in the resolution.

(C) Bonds or notes issued under this chapter may be secured by a trust agreement by and between the board and a corporate trustee, which may be any trust company or bank having the powers of a trust company. The trust agreement or the resolution providing for the issuance of the bonds or notes may contain provisions for protecting and enforcing the rights and remedies of the holders of any such bonds or notes as may be reasonable and proper and not in violation of law. The trust agreement or resolution may set forth the rights and remedies of the holders of any bonds or notes and of the trustee and may restrict the individual right of action by the holders. The trust agreement or resolution may contain such other provisions as the board may consider reasonable and proper for the security of the holders of any bonds or notes. All expenses incurred in carrying out the provisions of the trust agreement or resolution may be paid from revenues or assets pledged or assigned to the payment of the principal of and the interest on bonds and notes or from any other funds available to the board.

(D) Unless a judicial action or proceeding challenging the validity of the bonds or notes is commenced by personal service on the chief executive officer before the initial delivery of the bonds or notes, the proceedings relating to them are incontestable and shall be conclusively considered to be and to have been issued, secured, entered into, payable, sold, executed, and delivered, and the proceedings relating to them taken, in conformity with all legal requirements if all of the following apply:

(1) They state that they are issued or entered into under or pursuant to Chapter 134. of the Revised Code and comply on their face with the provisions of that chapter;

(2) They are issued or entered into for a lawful purpose and within any limitations prescribed by law;

(3) Their purchase price, if any, has been paid in full;

(4) The transcript of the proceedings of the board contains a statement by the chief executive officer that all the proceedings were held in compliance with law, which statement creates a conclusive presumption that the proceedings were held in compliance with all laws, including, as applicable, section 121.22 of the Revised Code, and rules.

Sec. 134.041.  (A) Bonds or notes of the bank may be sold by competitive bid or private sale at a price determined by the board. If bonds or notes of the bank are to be sold by competitive bid on the best bid, the bank shall advertise for bids in a newspaper of general circulation in Franklin county, in the manner and at the time or times determined by the board. Any advertisement for competitive bids shall state all of the following pertaining to the bonds or notes:

(1) The total or maximum principal amount;

(2) The amounts and dates of principal payments, how and by whom they shall be determined, and any provisions for call or redemption prior to maturity;

(3) The maximum rate or rates of interest if any, any other limitations on interest or interest rates or the manner of determining the interest rate or rates, and any maximum permitted discount;

(4) The dates of payment of interest;

(5) The day, hour, and place for receipt of bids, and the manner in which bids may be presented;

(6) The basis on which the best bid will be determined, including, with respect to interest cost, the basis for determining interest cost if other than net interest cost determined by computing the interest payable to the stated maturity date or dates, plus any discount or minus any premium bid;

(7) The bid security, if any, as determined by the board, to be submitted with or otherwise provided or evidenced in connection with a bid;

(8) Any other information, or terms of sale determined or confirmed by the board pertinent to the sale.

(B) A prospective bidder may present a bid for the bonds or notes based upon their bearing interest that does not exceed the maximum rate or rates of interest, if any, specified in the advertisement or request. In connection with its bid, every bidder shall submit or otherwise provide or evidence any bid security in the form and amount specified in the advertisement or request. Any bid security of the best bidder shall be retained or not released pending delivery of the bonds or notes to the best bidder. After the award of the bonds or notes to the best bidder, the board shall return or release any bid security of other bidders.

Sec. 134.042.  The bank may issue its notes and pay and retire the principal of the notes or pay the interest due thereon or fund or refund the notes from proceeds of bonds or other notes or from other funds or money of the bank available for that purpose in accordance with a contract between the bank and the holders of the notes.

The bank may purchase bonds or notes of the bank out of its funds or money available for the purchase of its own bonds and notes. The bank may hold, cancel, or resell the bonds or notes subject to, and in accordance with, agreements with holders of its bonds or notes. Unless canceled, bonds or notes so held shall be considered to be held for resale or transfer and the obligation evidenced by the bonds or notes shall not be considered to be extinguished.

A pledge of revenues or other money made by the bank is binding from the time the pledge is made. Revenues or other money so pledged and thereafter received by the bank are immediately subject to the lien of the pledge without any further act, and the lien of a pledge is binding against all parties having claims of any kind in tort, contract, or otherwise against the bank, regardless of whether the parties have notice of the lien. Neither the resolution authorizing the pledge, nor any other instrument by which a pledge is created, needs to be filed or recorded except in the records of the bank.

Sec. 134.05.  (A) If the bank defaults in the payment of principal or interest on an issue of bonds or notes, whether at maturity or upon call for redemption, and the default continues for thirty days, or the bank defaults in an agreement made with the holders of an issue of bonds or notes, and there is no trustee under a trust agreement, the holders of twenty-five per cent in the aggregate principal amount of the outstanding bonds or notes of that issue, by instrument filed in the office of the county recorder of Franklin county and executed in the same manner as a deed to be recorded, may appoint a trustee to represent the holders of those bonds or notes. The trustee shall, in the trustee's name, upon written request of the holders of twenty-five per cent in principal amount of the outstanding bonds or notes, do all of the following:

(1) By civil action enforce all rights of the holders, including the right to require the bank to do both of the following:

(a) Collect rates, charges, and other fees and to collect interest and principal payments on securities held by it adequate to carry out an agreement as to, or pledge of, the rates, charges, and other fees and of the interest and principal payments;

(b) Carry out any other agreements with the holders of the bonds or notes and to perform its duties under this article.

(2) Bring a civil action upon the bonds or notes;

(3) By civil action require the bank to account as if it were the trustee of an express trust for the holders of the bonds or notes;

(4) By civil action enjoin anything that may be unlawful or in violation of the rights of the holders of the bonds or notes;

(5) Declare all the bonds or notes due and payable, and if all defaults are made good, then with the consent of the holders of twenty-five per cent of the principal amount of the outstanding bonds or notes annul the declaration and its consequences. Before declaring the principal of bonds or notes due and payable, the trustee must first give not less than thirty days notice in writing to the chairperson of the board and the attorney general.

The civil action shall be brought in the court of common pleas of Franklin county. The trustee has all the powers necessary for the exercise of functions specifically set out or incident to the general representation of holders in the enforcement and protection of their rights.

Sec. 134.06.  (A) A qualified entity may sell its securities to the bank at a negotiated, private sale, without limitation as to denomination, at such price or prices as may be determined by the bank and the qualified entity. Contracts shall contain the terms and conditions of the loan or purchase and may be in any form agreed to by the bank and the qualified entity, including a customary form of bond ordinance or resolution. Every qualified entity is authorized and empowered to pay fees and charges required to be paid to the bank for its services.

(B) A qualified entity may assign or sell a lease or purchase contract for property to the bank, enter into a lease or purchase contract for property with the bank, or buy property from or sell property to the bank at any price and under any other terms and conditions as may be determined by the bank and the qualified entity.

(C) All securities at any time purchased, held, or owned by the bank shall at all times be purchased and held in the name of the bank. All securities at any time purchased by the bank, upon delivery to the bank, shall, unless waived by the board, be accompanied by all documentation required by the board that shall include an approving opinion of recognized bond counsel, certification and guarantee of signatures, and certification as to no litigation pending as of the date of delivery of the securities challenging the validity or issuance of such securities.

Sec. 134.07.  (A) Upon the sale and delivery by a qualified entity of any securities to the bank, the qualified entity shall be considered to have agreed that, upon its failure to pay interest or principal on the securities owned or held by or arising from an agreement with the bank when payable, all statutory defenses to nonpayment are waived.

If a department or agency of this state is the custodian of money payable to the qualified entity under chapter 3306. or sections 321.24, 323.156, 4503.068, 5727.85, 5727.86, 5747.46 to 5747.48, 5747.50 to 5747.53, or 5751.20 to 5751.22 of the Revised Code, at any time the department or agency shall withhold the payment of that money from that qualified entity and pay the money to the bank for the purpose of paying principal of and interest on bonds of the bank after written notice to the department or agency head from the bank that the qualified entity is in default on the payment of principal or interest on the securities of the qualified entity then held or owned by or arising from an agreement with the bank. Withholding payment from the qualified entity and payment to the bank under this division may be done only if doing so would not adversely affect the validity of the security in default.

(B) A qualified entity that has complied with all statutory requirements for the issuance of its bonds, in lieu of issuing bonds at that time and without the need for complying with any other law applicable to the issuance of bonds, notes, or other evidences of indebtedness, may issue its notes in anticipation of the issuance of bonds to the bank, and the bank may purchase the bond anticipation notes. The bond anticipation notes may be issued on terms set forth in a resolution authorizing their issuance and in any amount equal to or less than the amount of bonds authorized to be issued. The qualified entity may renew or extend the bond anticipation notes from time to time on terms agreed to with the bank, and the bank may purchase the renewals or extensions. The amount of the accrued interest on the date of renewal or extension may be paid or added to the principal amount of the note being renewed or extended. The bond anticipation notes of the qualified entity, including any renewals or extensions, must mature in the amounts and at the times agreed to by the qualified entity and the bank, not to exceed five years from the date of the original issuance of the bond anticipation notes. The bond anticipation notes must be finally paid, and interest on the bond anticipation notes may be finally paid, with the proceeds of the bonds issued by the qualified entity. In connection with the issuance of bonds, part or all of the proceeds of which will be used to retire the bond anticipation notes, it is not necessary for the qualified entity to repeat the procedures for the issuance of bonds, as the procedures followed before the issuance of the bond anticipation notes are for all purposes sufficient to authorize the issuance of the bonds.

(C) In connection with the purchase of bond anticipation notes, the bank, by agreement with the qualified entity, may impose any terms, conditions, and limitations as in its opinion are proper for the security of the bank and the holders of its bonds or notes. If the qualified entity fails to comply with the agreement or to issue its bonds to retire its bond anticipation notes, the bank may enforce all rights and remedies provided in the agreement or at law, including an action in mandamus to compel the issuance of bonds by the qualified entity.

Sec. 134.08.  All property of the bank is public property devoted exclusively to a public purpose and is exempt from taxation.

All property of the bank is exempt from levy and sale by virtue of an execution, and no execution or other judicial process may issue against the property. A judgment against the bank may not be a charge or lien upon its property.

Nothing in this section applies to or limits the rights of the holder of bonds or notes to pursue a remedy for the enforcement of a pledge or lien given by the bank on its revenues or other money.

Sec. 134.09.  (A) The bank may obtain from a department or agency of the United States, or a nongovernmental insurer, insurance or a guaranty for the payment or repayment of interest or principal, or both, or any part of interest or principal, on bonds or notes issued by the bank, or on securities purchased or held by the bank.

(B) The treasurer of the state, as chairperson of the board, is authorized to receive from the United States of America or any department or agency thereof any amount of money as and when appropriated, allocated, granted, turned over, or in any way provided for the purposes of the bank or this chapter, and, unless otherwise directed by the federal authority, shall be credited to and deposited in the bank's operating fund.

Sec. 134.10.  (A) A financial institution may give to the bank a good and sufficient undertaking with such sureties as are approved by the bank to the effect that the financial institution shall faithfully keep and pay over to the order of or upon the warrant of the bank or its authorized agent all those funds deposited with it by the bank and agreed interest under or by reason of this chapter, at such times or upon such demands as may be agreed with the bank. In lieu of such sureties, a financial institution may deposit with the bank, its authorized agent, or a trustee for the holders of bonds, as collateral, those securities as the board may approve. The deposits of the bank may be evidenced by an agreement in the form and upon the terms and conditions that may be agreed upon by the bank and the financial institution.

(B) The board may enter into agreements or contracts with a financial institution as may be necessary, desirable, or convenient in the opinion of the board for rendering services in connection with the care, custody, or safekeeping of securities or other investments held or owned by the bank, for rendering services in connection with the payment or collection of amounts payable as to principal or interest, and for rendering services in connection with the delivery to the bank of securities or other investments purchased by it or sold by it, and to pay the cost of those services. The board may also, in connection with any of the services to be rendered by a financial institution as to the custody and safekeeping of its securities or investments, require security in the form of collateral bonds, surety agreements, or security agreements in such form and amount as, in the opinion of the board, is necessary or desirable.

(C) Bonds and notes issued under this chapter are:

(1) Lawful investments for banks, savings and loan associations, credit union share guaranty corporations, trust companies, trustees, fiduciaries, insurance companies, including domestic for life and domestic not for life, trustees or other officers having charge of sinking and bond retirement or other funds of the state, subdivisions, and taxing districts, the commissioners of the sinking fund of the state, the administrator of workers' compensation, the state teachers, public employees, and school employees retirement systems, and the Ohio police and fire pension fund, notwithstanding any other provisions of the Revised Code or rules adopted pursuant to those provisions by any agency of this state with respect to investments by them;

(2) Eligible as security for the repayment of the deposit of public moneys.

Section 2.  Appointments to the board of directors created in section 134.03 of the Revised Code, as enacted by this act, shall be made not later than thirty days after the effective date of this act. Notwithstanding that section, of the first three directors appointed, one shall serve a term of one year, and two shall serve a term of two years. The board shall elect a vice chairperson and appoint and establish the duties and compensation of a chief executive officer under section 134.031 of the Revised Code within sixty days after the effective date of this act.