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HomeMy WebLinkAbout071-79 Ordinance , . . .' July 23, 1979 ORDINANCE NO. I] J -79 The Village Council of the Village of Dublin, Ohio met in special session on this date with the following members present: W.. Lit / / q j If ." C. f!114d j{J I? ~ U w, et ql4t bUY f C, 11/.t n e! 1<. G eeSGJ J: S It If iA.) tl I) I1r.. .)!,qW/J~ offered the following ordinance and moved the adoption of the same, which was duly seconded by Hy.. C h q PH J,"rJ . ORDINANCE NO. -79 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $8,500,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE VILLAGE OF DUBLIN, OHIO, IN ORDER TO ASSIST SHEREX CHEMICAL COMPANY, INC. IN FINANCING THE COSTS OF ACQUIRING, CONSTRUCTING, IMPROVING, FURNISHING AND EQUIPPING AN ADMINISTRATION AND LABORATORY RESEARCH FACILITY; PROVIDING FOR THE PLEDGE C OF REVENUES FOR THE PAYMENT OF SAID BONDS; AUTHORIZING A LOAN AGREEMENT WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID BONDS AND THE ASSIGNMENT OF SAID VILLAGE'S INTEREST IN SAID LOAN AGREEMENT; AUTHORIZING A BOND PURCHASE AGREEMENT; DECLARING AN EMERGENCY; AND FOR RELATED PURPOSES. WHEREAS, the Village of Dublin, Ohio (hereinafter called the "Issuer"), a municipal corporation and political subdivision in and of the State of Ohio, is by virtue of the laws of said State, including Section 13 of Article VIII of the Ohio Constitution and Chapter 165 of the Ohio Revised Code, and other authorities mentioned therein, authorized and empowered, among other things, (a) to issue revenue bonds in order to assist in the financing of costs of conunercia1and research facilities located within the ,.., ,~ , , . " boundaries of the Issuer, (b) to enter into an agreement with the user of such facilities providing for revenues, as defined in Section l65.0l(I) of the Ohio Revised Code, sufficient to pay the principal of and interest and any premium on such revenue bonds, ( c) to secure such revenue bonds by a pledge and assignment of such revenues, as pro- vided for herein, and (d) to enact this Bond Legislation and enter into the Agreement and Bond Purchase Agreement, as C hereinafter identified, upon the terms and conditions pro- vided therein; and WHEREAS, Sherex Chemical Company, Inc. (hereinafter called the "Company") is the owner of the Project (as herein- after defined), comprising an administration and laboratory research facility operated by the Company within the boundaries of the Issuer; and WHEREAS, it is hereby determined by this Legislative Authority that the acquisition, construction, improvement, furnishing and equipping of the Project, including the financing thereof, will require the issuance, sale and delivery of Project Bonds in the aggregate principal amount of $8,500,000; NOW THEREFORE, BE IT ORDAINED by the Village Council of the Village of Dublin, Ohio: Section 1. Definitions. In addition to the words and terms elsewhere defined in this Bond Legislation or in the Agreement hereinafter identified and used herein as defined words and terms, the following words and terms as used in this Bond Legislation shall have the following meanings unless the context or use clearly indicates another 0 or different meaning or intent: "Act" means Chapter 165 of the Ohio Revised Code, enacted and amended pursuant to Section 13 of Article VIII and other provisions of the Ohio Constitution. "Agreement" means the Loan Agreement provided for in Section 9 hereof between the Issuer and the Company, dated as of July 1, 1979, as the same may be duly amended, modified or supplemented in accordance with the provisions thereof. "Bond Fund" means the "Village of Dublin, Ohio - Sherex Chemical Company, Inc. Revenue Bond Account" created by Section 6 hereof. "Bond Fund Holder" means Morgan Guaranty Trust Company of New York, 23 Wall Street, New York, New York, and , -2- '" '_' its successors so designated pursuant to Section 2.4 of the Agreement, as the depository at which the Construction Fund and Bond Fund are established; provided, that any successor Bond Fund Holder shall be a national banking association organized and existing under and by virtue of the laws of the United States of America. "Bondholder" or "holder" or "holder of Project Bonds" means any person in whose name a Project Bond is ~ registered. -.; "Bond Legislation" means this ordinance authorizing the issuance of the Project Bonds, as the same may from time to time be lawfully amended, modified or supplemented. "Bond Purchase Agreement" means the Bond Purchase Agreement among the Issuer and the Original Purchasers, dated as of July 23, 1979, setting forth the terms and conditions for the sale of the Project Bonds. "Bond Service Charges" for any time period means the principal, interest, and redemption premium, if any, required to be paid by the Issuer on the Project Bonds for such time period. "Clerk" means the Clerk-Treasurer of the Issuer. "Company" means Sherex Chemical Company, Inc., an Ohio corporation qualified to do business in the State of Ohio, and its successors and assigns and any surviving, resulting or transferee corporation as permitted in Section 6.4 of the Agreement. C. "Conditional Assignment" means the Conditional .... I Assignment of the Agreement provided for in Section 9 hereof from the Issuer to the Original Purchasers, dated as of July 1, 1979, as the same may be duly amended, modified or supplemented in accordance with the provisions thereof. "Construction Fund" means the "Village of Dublin, Ohio - Sherex Chemical Company, Inc. Construction Account" created by Section 5 hereof. "Contingent Purchase Agreement" means the Contingent Purchase Agreement by and among the Company and the Original Purchasers, dated as of July 1, 1979, as the same may be duly amended, modified or supplemented in accordance with the provisions thereof. "Eligible Investments" means (i) direct obligations of the United States of America for the payment of which the -3- ~ - full faith and credit of the United States of America is pledged, or obligations issued by a person controlled or supervised by, or acting as an agency or instrumentality of, the United States of America, the payment of the principal of and premium (if any) and interest on which is fully and unconditionally guaranteed as a full faith and credit obli- gation by the United States of America; (ii) certificates of deposit, savings certificates or any form of savings account O of any Qualified Bank; (iii) commercial paper rated by '. . Moody's Investors Service, Inc. or Standard & Poor's Corpora- .... .' tion not lower than A-lor P-1, respectively; (iv) repurchase agreements covering and secured by the obligations, certifi- cates or commercial paper (other than savings certificates or savings accounts) described in clauses (i) through (iii) of this sentence; provided, however, that such securities must be, at the time of delivery, of a market value at least equal to the sum invested; (v) bankers' acceptances issued by Qualified Banks; (vi) documented discounted notes backed by letters of credit issued by Qualified Banks; (vii) certifi- cates of deposit of any branch of any foreign bank which has a combined capital and surplus of at least the equivalent of $20,000,000 licensed to do business in the State of New York or the State of Ohio; and (viii) eurodo11ar time deposits or negotiable eurodo11ar certificates of deposit drawn on foreign branches of a Qualifying Bank. "Executive Officer" means the Mayor of the Issuer. "Fiscal Officer" means the Clerk-Treasurer of the Issuer. "Guarantor" means Schering Aktiengese11schaft, a company organized and existing under the laws of the Federal (]... ; Republic of Germany. 1 ," '. "Guaranty" means the Guaranty Agreement dated as of August 1, 1979 providing for the unconditional guaranty of the Guarantor to the Original Purchasers of payment of all sums due on the Project Bonds. "Interest Payment Date" means, as to the Project Bonds, the last days of each July and January commencing January 31, 1980. "Legal Officer" means the Solicitor of the Issuer. "Legislative Authority" means the Village Council of the Issuer. "Loan" means the loan by the Issuer to the Company of the proceeds from the sale of the Project Bonds to the Original Purchasers. -4- ,.. .~ c "Loan Payments" means the payments to be paid by the Company upon the Loan in accordance with Section 2.2 of the Agreement, as the same may hereafter be amended or supplemented. "Morgan's Prime Rate" means the fluctuating base rate established from time to time by Morgan Guaranty Trust Company of New York for ninety ( 90) day commercial loans in 0 New York City to borrowers of the highest credit standing. "Original Purchasers" means, collectively, Morgan Guaranty Trust Company of New York and The Huntington National Bank of Columbus. "Person", whether or not appearing with initial capitalization, means natural persons, firms, associations, corporations and public bodies. "Plans and Specifications" means the plans and specifications for the Project now on file with the Issuer, as revised from time to time as in the Agreement provided. "Pledged Receipts" means (a) the Loan Payments, (b) all other moneys received by the Issuer, the Bond Fund Holder or the Original Purchasers for the account of the Issuer, pursuant to the Agreement or otherwise with respect to the Loan, (c) the proceeds of the Bonds, including all moneys deposited in the Construction Fund, (d) any moneys deposited in the Bond Fund, and (e) any moneys constituting income and profit from the investment of the moneys deposited in the Bond Fund and the Construction Fund. "Project" means the real, personal, or real and (] personal property comprising the Project Premises and the improvements, described in the Plans and Specifications, to be constructed or installed upon the Project Premises in accordance with the Agreement, being generally described in Exhibit A thereto. "Project Bonds" or "Bonds" means the Village of Dublin, Ohio Industrial Development Revenue Bonds ( Sherex Chemical Company, Inc. Project), in the aggregate principal amount of Eight Million Five Hundred Thouand Dollars ($8,500,000) initially issued by the Issuer pursuant to this Bond Legis- lation. "Project Premises" means the 18.773 acre tract of real property more fully described in Exhibit B to the Agreement. "Project Purposes" means acquiring real and personal property comprising an administration and labora- -5- r" ~ tory research facility to be used initially by the Company in its business as a manufacturer of organic chemicals, or such uses as may result from a change in the Plans and Specifications authorized by Section 3.2 of the Agreement, together with related and incidental uses. "Qualified Bank" means any bank, savings and loan association or trust company organized under the laws of the 0 United States of America or any state thereof which has a combined capital and surplus of at least $20,000,000. "Staten means the State of Ohio. Any reference herein to the Issuer, to the Legis- lative Authority, or to any officers thereof, shall include any entity which succeeds to its duties or responsibilities pursuant to or by operation of law. Any reference to a section or provision of the Ohio Constitution or the Act or to a section, provision or chapter of the Ohio Revised Code shall include such section or provision or chapter as from time to time amended, modified, revised, supplemented, or superseded; provided, however, that no such change in the Constitution or laws ( a) shall alter the obligation to pay the Bond Service Charges in the amounts and manner, at the times, and from the sources provided in the Bond Legisla- tion, except as otherwise herein permitted, or (b) shall be deemed applicable by reason of this provision if such change would in any way constitute an impairment of the rights of the Issuer, the Company or the Bondholders under the Agree- ment. Unless the context shall otherwise indicate, words importing the singular number shall include the plural 0 number, and vice versa, and the terms "hereof", "hereby", "hereto", "hereunder", and similar terms, mean this Bond Legislation. Section 2. Determinations of Legislative Authority. The Legislative Authority hereby determines: ( a) that the real, personal, or real and personal property to be acquired, constructed and improved by the Company by purchase, construction, installa- tion and equipment through the Loan is now and after improvement will be useful to the Project and Project Premises, and the utilization of such property in the creation and location of the Project is economically sound; and (b) the Project is a "project" as that term is defined in Section 165.01 of the Ohio Revised Code, is -6- ,... ~, consistent with the purposes of Section 13 of Article VIII of the Ohio Constitution and the Act and will benefit the people of the Issuer by creating or preserving jobs and employment oppor- tunities and promoting the industrial and economic development of the Issuer and the State. Section 3. Authorization and Terms of Project 0 Bonds. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act, Project Bonds in the aggregate principal amount of $8,500,000 for the purpose of making a loan to assist the Company in the financing of costs of acquiring, constructing, improving, equipping and furnishing the Project to be owned by the Company and used by the Company for the Project Purposes, including costs incidental thereto and to the financing thereof. The Project Bonds shall be designated "Village of Dublin, Ohio Industrial Development Revenue Bonds (Sherex Chemical Company, Inc. Project). " The Project Bonds shall be issued in fully regis- tered form, shall be numbered from R-l upwards, shall be in the denomination of $100,000 and any integral multiple thereof, shall be initially dated as of and shall bear interest from the date of delivery and payment therefor at the rate of 6.75% per annum until July 31, 1984, from which date the Project Bonds shall bear interest at a rate equal to 68% of Morgan's Prime Rate until payment of the principal amount of the Project Bonds has been made. The Project Bonds shall mature on various dates between July 31, 1987 and July 31, 1989 as determined by the Original Purchasers, with the final maturity of all Project Bonds not previously C matured being July 31, 1989, and shall otherwise be upon and subject to the terms for interest, payment, place of payment and optional and mandatory redemption set forth in the form of Exhibit A attached hereto, made a part hereof and incor- porated herein by reference. The Project Bonds shall be assignable only to a financial institution as defined by Section 1726.01 of the Ohio Revised Code or any successor section thereto and shall be a negotiable instrument as provided in Section 165.03 of the Ohio Revised Code. The Project Bonds are subject to redemption in whole or in part by the Issuer on or after July 31, 1984 in the event the Company exercises its option to prepay the Loan Payments as provided in Section 8.2(a) of the Agreement. In such event, the Project Bonds or any portion thereof shall be redeemed by the Issuer at any time at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date, and if redeemed in part, the Project Bonds shall be redeemed in the inverse order of maturity of the principal payments required thereunder. -7- ~ .~ '. In the event the Company exercises its option to prepay the Loan as provided in Section 8.2(b) of the Agree- ment, the Project Bonds are subject to extraordinary optional redemption by the Issuer prior to stated maturity at any time in whole at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date. In the event the Company purchases all or part of D the Project Bonds from the Bondholder(s) pursuant to the terms and provisions of the Contingent Purchase Agreement, the payment by the Company to the Bondholder(s) shall con- stitute a prepayment of Loan Payments and the Project Bonds so purchased (a) shall be deemed to be redeemed by the Issuer without further action being taken on the part of the Issuer, (b) shall cease to bear interest from and after the date of such purchase and ( c) shall be delivered to the Issuer by the Company for destruction by the Issuer. Bond Service Charges on the Project Bonds shall be payable in lawful money of the United States of America by check or draft at the corporate office of Bond Fund Holder without deduction for services of any paying agent. The Project Bonds shall be executed by the Executive Officer and the Fiscal Officer and shall bear the seal of the Issuer. In case any officer whose signature shall appear on the Project Bonds shall cease to be such officer before the issuance or delivery of the Project Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time. The Project Bonds shall express on their face the purpose for which they are issued and such other state- ments or legends as may be required by law. U So long as the Project Bonds remain outstanding, the Issuer will cause to be maintained and kept, by and at the office of the Fiscal Officer, books for the registration and transfer of the Project Bonds. Any Project Bond may be transferred only upon the books kept for the registration and transfer of the Project Bonds, upon surrender thereof at the office of the Fiscal Officer together with an assignment duly executed by the Bondholder, or its duly authorized attorney, in such form as shall be satisfactory to the Fiscal Officer. Upon the transfer of a Project Bond and upon request of the Fiscal Officer, the Issuer shall execute in the name of the trans- feree a new fully registered Project Bond in a principal amount equal to the principal balance of the Project Bond on the date of such transfer. Such new Project Bond shall be dated as of the date to which interest shall have been paid on the date of such transfer and shall bear interest at the -8- " .- .' same rate and mature on the same date and otherwise be upon the same terms as the Project Bond as originally issued. The Issuer and the Fiscal Officer may make a charge for every such transfer of a Project Bond sufficient to reim- burse them for any tax, fee or other governmental charge required to be paid with respect to such transfer and to reimburse them for all other costs and expenses incurred by them in connection with such transfer, and such charge or 0 charges shall be paid before any such new Project Bond shall be delivered. In the event a Project Bond is mutilated, lost, wrongfully taken or destroyed, the Issuer shall execute and deliver to the Bondholder a new fully registered Project Bond of like date and upon like terms as that which was mutilated, lost, wrongfully taken or destroyed; provided, that, in the case of any mutilated Project Bond, such mutilated Project Bond shall first be surrendered to the Fiscal Officer, and in the case of any lost, wrongfully taken or destroyed Project Bond, there shall first be fur- nished to the Fiscal Officer and to the Company evidence of such loss, wrongful taking or destruction satisfactory to the Fiscal Officer and the Authorized Company Representative (as defined in the Agreement) together with indemnity satis- factory to them. The Fiscal Officer and the Issuer may charge the Bondholder with their reasonable fees and expenses in connection with their action taken pursuant to this paragraph. Every new Project Bond issued pursuant to this Section 3 shall, subject to the conditions thereof, consti- tute a contractual obligation of the Issuer in substitution (J for all previously issued Project Bonds and shall be entitled to all of the benefits of this Bond Legislation, the Agree- ment and any and all other documents given as security for the payment, or otherwise in connection with the issuance, of the Project Bonds. Section 4. Security Pledged for Project Bonds. As provided herein, the Project Bonds shall be equally and ratably payable solely from the Pledged Receipts and secured by a pledge of and lien on moneys deposited in the Construction Fund and Bond Fund and a pledge and assignment of other moneys constituting Pledged Receipts, shall be further secured by the pledge and assignment of the Agreement and shall be entitled to the benefits of the Contingent Purchase Agreement and the Guaranty. Anything in the Bond Legislation, the Project Bonds or the Agreement to the contrary notwith- standing, neither the Bond Legislation, the Project Bonds, the Agreement nor any other instrument shall constitute a debt or a pledge of the faith and credit of the Issuer or of -9- ", ........ the State or any other political subdivision of the State for the payment of principal of, premium, if any, or interest on the Project Bonds, but the Project Bonds are payable solely from the Pledged Receipts and the Project Bonds 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 O or revenues for the fulfillment of any of the terms, condi- ...,.. tions or obligati,;lUs of the Agreement, the Bond Legislation '.. ' or any of the ProJect Bonds. Section 5. Sale of Project Bonds; Allocation of Purchase Price; Construction Fund. The Executive Officer and Fiscal Officer are hereby authorized and directed to offer for sale the Project Bonds to the Original Purchasers at the price of 100% of the principal amount of the Project Bonds in accordance with the terms and provisions of this Bond Legislation, to execute on behalf of the Issuer a Bond Purchase Agreement with the Original Purchasers in substan- tially the form presented to the Issuer and, to the extent not provided for in the Bond Purchase Agreement, to make the necessary arrangements on behalf of the Issuer to establish the date, location, procedure and conditions for the delivery of the Project Bonds to the Original Purchasers. The Execu- tive Officer and Fiscal Officer further are hereby authorized and directed to take all steps necessary to effect due authentication, delivery and security of the Project Bonds under the terms of this Bond Legislation and the Bond Pur- chase Agreement, and it is hereby determined that the afore- said purchase price and the interest rate for the Project Bonds and the manner of sale, as provided in this Bond Legislation and the Bond Purchase Agreement, are in the best (.......'. interest of the Issuer and consistent with all legal require- '. ) ments. The Clerk of the Issuer shall furnish to the Original '. Purchasers a true transcript of the proceedings had with reference to the issuance of the Project Bonds, certified by the Clerk, along with such information from the Clerk's records as is necessary to determine the regularity and validity of the issuance of said Bonds. There is hereby created by the Issuer and ordered maintained as a separate deposit account (except when invested as hereinafter provided) in the custody of the Bond Fund Holder a fund to be designated "Village of Dublin, Ohio - Sherex Chemical Company, Inc. Construction Account". The proceeds of the Project Bonds shall be deposited in the Construction Fund for disbursement as the Loan in accordance with the terms of the Agreement. Moneys in the Construction Fund shall be disbursed by Bond Fund Holder on written order signed by the Company in accordance with the provisions of -lO- r, ~ - the Agreement and as otherwise provided in the Agreement and the Bond Purchase Agreement, and Bond Fund Holder is hereby authorized and directed to issue its check for each disburse- ment required by the provisions of the Agreement and to make such transfers from the Construction Fund to the Bond Fund as are provided for in the Agreement and the Bond Purchase Agreement. Issuer covenants and agrees promptly to take whatever action, if any, is necessary in approving and ,., ordering all such disbursements. U The moneys to the credit of the Construction Fund shall, pending application thereof as above set forth, be subject to a lien, charge and security interest in favor of the Bondholders. Section 6. Source of Payment - Bond Fund. There is hereby created by the Issuer and ordered maintained, as a separate deposit account (except when invested, as herein- after provided) in the custody of the Bond Fund Holder, a fund to be designated "Village of Dublin, Ohio - Sherex Chemical Company, Inc. Revenue Bond Account". The Bond Fund (and accounts, if any, therein provided for in the Agreement) and the moneys and investments therein are hereby pledged to and shall be used solely and exclusively for the payment of Bond Service Charges as they fall due at stated maturity, by acceleration or by redemption, all as provided herein and in the Project Bonds, the Bond Purchase Agreement and the Agreement, provided that no part thereof shall be used to redeem the Project Bonds prior to maturity, unless the Company should so direct. The moneys to the credit of the Bond Fund shall, pending application thereof as set forth below, be subject to a lien, charge and security interest in favor of the Bondholders. 0 As provided in the Agreement, Loan Payments sufficient in time and amount to pay the Bond Service Charges as they come due are to be paid by the Company directly to the Bond Fund Holder for the account of the Issuer and deposited in the Bond Fund. Under the provisions of the Agreement, payments thereunder received by the Bond Fund Holder shall be deposited into the Bond Fund for the account of the Issuer and shall constitute Loan Payments. The Bond Fund Holder is and shall be authorized to withdraw the Bond Service Charges from the Bond Fund and to distribute such amounts to the Bondholders in proportion to the unpaid principal balances of their respective Project Bonds from time to time outstanding; provided, however, that no such withdrawal of any payment of Bond Service Charges shall be made by the Bond Fund Holder prior to the date each Bond Service Charge is to be paid in accordance with the terms of the Project Bonds. -11-, 1"1 '..... There shall be deposited into the Bond Fund (and credited, if required by the Agreement, to appropriate accounts therein), as and when received, ( a) all Loan Pay- ments and (b) all other Pledged Receipts, except those amounts required by this Bond Legislation or the Agreement to be deposited in the Construction Fund or any other separate insurance or condemnation proceeds account. C The Issuer hereby covenants and agrees that, so long as the Project Bonds are outstanding, the Issuer will deposit or cause to be deposited in the Bond Fund Pledged Receipts sufficient in time and amount to pay the Bond Service Charges as the same become due and payable, and to this end the Issuer covenants and agrees that, so long as any Project Bonds are outstanding, the Issuer will diligently and promptly proceed in good faith and use its best efforts to enforce the Agreement, and that, should there be an Event of Default under the Agreement, the Issuer shall fully cooperate with the Bondholders to protect fully the rights and security hereunder of the Bondholders. Nothing herein shall be construed as requiring the Issuer to use or apply to the payment of Bond Service Charges any funds or revenues from any source other than Pledged Receipts. Section 7. Covenants of the Issuer. In addition to other covenants of Issuer in this Bond Legislation contained, the Issuer further covenants and agrees as follows: ( a) Payment of Bond Service Charges. The Issuer will, solely from Pledged Receipts, payor cause to be paid the Bond Service Charges on each and all Project Bonds on the dates, at the places and in the manner provided herein and in the Project Bonds. C (b) Performance of Covenants, Authority and Actions. The Issuer will at all times faithfully observe and perform all agreements, covenants, undertakings, stipu- lations and provisions contained in the Bond Legislation, the Agreement, the Bond Purchase Agreement, the Conditional Assignment, the Project Bonds executed and delivered here- under, and all proceedings of Issuer pertaining to the Project Bonds, the Bond Purchase Agreement, the Agreement and the Conditional Assignment. The Issuer warrants and covenants that it is, and upon delivery of the Project Bonds will be, duly authorized by the Constitution and laws of the State, including particularly and without limitation the Act, to issue the Project Bonds and to execute the Bond Purchase Agreement, the Agreement and the Conditional Assignment to provide the security for payment of the Bond Service Charges in the manner and to the extent herein and in the Bond Purchase Agreement set forth; and that all -12- " -- ,. actions on Issuer's part for the issuance of the Project Bonds and execution and delivery of the Bond Purchase Agree- ment, the Agreement, the Project Bonds and the Conditional Assignment have been or will be duly and effectively taken; and that the Project Bonds in the hands of the Bondholders will be valid and enforceable special obligations of the Issuer according to the terms thereof. Each provision of the Bond Legislation, Bond Purchase Agreement, Agreement, [) Project Bonds and the Conditional Assignment is binding upon each such officer of Issuer as may from time to time have the authority under law to take such actions as may be necessary to perform all or any part of the duties required by such provision; and each duty of the Issuer and of its officers undertaken pursuant to such proceedings for the Project Bonds is established as a duty of the Issuer and of each such officer having authority to perform such duty, specifically enjoined by law and resulting from an office, trust, or station within the meaning of Section 2731.01 of the Ohio Revised Code, providing for enforcement by writ of mandamus. ( c) Pledged Receipts. Except as otherwise pro- vided in the Bond Legislation, Bond Purchase Agreement, Agreement, Project Bonds, and the Conditional Assignment, the Issuer will not create or suffer to be created any debt, lien or charge on the Pledged Receipts, or make any pledge or assignment of or create any lien or encumbrance upon the Pledged Receipts, including the moneys in the Bond Fund and the Construction Fund, other than the pledge and assignment thereof under the Bond Legislation, Bond Purchase Agreement, Agreement and the Conditional Assignment. (d) Recordings and Filings. The Issuer will, at r1 the expense of the Company, cause (to the extent required by the laws of the State to perfect such instruments and/or the ~ liens created thereby) all necessary financing statements, amendments thereto, continuation statements and instruments of similar character relating to the pledges and assignments made by it to secure the Project Bonds, to be recorded and filed in such manner and in such places and to the extent required by law in order to fully preserve and protect the security of the Bondholders and the rights of the Bondholders under the Agreement. (e) Inspection of Project Books. All books and documents in the Issuer's possession relating to the Project or the Pledged Receipts shall at all times be open to inspec- tion by such accountants or other agents of the Bondholders as they may from time to time designate. -13- 1'\ , (f) Rights under Agreement. The Bondholders, in their name or in the name of the Issuer, may, for and on behalf of the Issuer and themselves, enforce all rights of the Issuer and all obligations of the Company under and pursuant to the Agreement, the Bond Purchase Agreement and all instruments given by the Issuer and the Company to secure payment, or otherwise in connection with the issuance, of the Project Bonds whether or not the Issuer is in default 0 of the pursuit or enforcement of such rights and obligations. ( g) Maintenance of Agreement. The Issuer shall do all things and take all actions on its part necessary to comply with the obligations, duties and responsibilities on the part of the Issuer under the Agreement and will take all actions within its authority to maintain the Agreement in effect in accordance with the terms thereof and to enforce and protect the rights of the Issuer thereunder, including actions at law and in equity, as may be appropriate. (h) Arbitrage Provisions. The Issuer will restrict the use of the proceeds of the Project Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Project Bonds are delivered to the Original Purchasers, so that they will not constitute arbitrage bonds under Section 103 (c) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated under that Section. The Fiscal Officer, or any other officer having responsibility with respect to the issuance of the Project Bonds, is authorized and directed, alone or in conjunction with any of the fore- going or with any other officer, employee, consultant, agent or partner of the Issuer or the Company, and upon receipt of satisfactory indemnities, to give an appropriate certificate C of the Issuer, for inclusion in the transcript of proceedings for the Project Bonds, setting forth the reasonable expec- tations of the Issuer regarding the amount and use of all such proceeds and the facts and estimates on which they are based, such certificate to be premised on the reasonable expectations and the facts and estimates on which they are based as provided by the Company, all as of the date of delivery of and payment for the Project Bonds. (i) Federal Tax Election. This Legislative Authority hereby elects to have the limitation on capital expenditures specified in Section 103(b) (6) (D) of the Internal Revenue Code of 1954, as amended, applied to the Project Bonds, and the execution and filing with the Internal Revenue Service of a statement regarding such election, as provided by the rules and regulations of the Internal Revenue Service, by the Executive Officer or the Fiscal Officer is hereby authorized, approved, ratified and confirmed. -14- " ... . Section 8. Investment of Bond Fund and Construction Fund. Moneys in the Bond Fund and the Construction Fund shall be invested and reinvested by Bond Fund Holder in any Eligible Investments, in accordance with and subject to any orders of the Authorized Company Representative (as defined in the Agreement) with respect thereto, which orders may be initially oral or written, but if oral, shall be promptly confirmed in writing, provided that investment of moneys in " the Bond Fund shall mature or be redeemable at the option of the Bond Fund Holder at the times and in the amounts necessary U to provide moneys to pay Bond Service Charges as they fall due at stated maturity or by redemption, and that each investment of monies in the Construction Fund shall in any event mature or be redeemable at the option of the Bond Fund Holder at such time as may be necessary to make timely disbursements from the Construction Fund. Subject to any such orders with respect thereto, the Bond Fund Holder may from time to time sell such investments and reinvest the proceeds therefrom in Eligible Investments maturing or redeemable as aforesaid. Any such investments may be pur- chased from any Qualified Bank including the Bond Fund Holder. The Bond Fund Holder shall sell or redeem invest- ments standing to the credit of the Bond Fund to produce sufficient moneys hereunder at the times required for the purpose of paying Bond Service Charges when due as afore- said, and shall do so without necessity for any order on behalf of the Issuer and without restriction by reason of any such order. An investment made from moneys credited to the Bond Fund or the Construction Fund shall constitute part of that respective Fund and such respective Fund shall be credited with all proceeds of sale and income from such investment, and any loss resulting from such investment shall be charged to the respective Fund. C Section 9. Bond Purchase Agreement, Agreement i and Conditional Assignment. In order to better secure the payment of the Bond Service Charges as the same shall become due and payable, the Executive Officer and the Fiscal Officer each hereby is authorized and directed to execute and deliver the Bond Purchase Agreement, the Agreement and the Conditional Assignment to the Original Purchasers in substantially the forms submitted to the Issuer, which instruments are hereby approved, with such changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officer or officers of the Issuer executing the same. The approval of such changes by said officer or officers, and the fact that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Bond Purchase Agreement, the Agreement and the Condi- tional Assignment by said officer or officers. -15- ,..... .. Section 10. Other Documents. The Executive Officer or the Fiscal Officer each hereby is further autho- rized and directed to execute financing statements, other assignments and any other instruments as are, in the opinion of the Legal Officer and bond counsel to the Issuer, neces- sary to perfect the pledges set forth herein and to consum- mate the transactions provided for in the Bond Purchase Agreement and Agreement. 0 Section 11. Compliance with Section 121.22, Ohio Revised Code. It is hereby found and determined that all formal actions of this Legislative Authority concerning and relating to the passage of this Bond Legislation were taken in an open meeting of this Legislative Authority, and that all deliberations of this Legislative Authority and of any of its committees, if any, that resulted in such formal action, were taken in meetings open to the public, in full compliance with applicable legal requirements, including Section 121.22 of the Ohio Revised Code. Section 12. Prevailing Rates of Wages. All laborers and mechanics employed on the Project shall be paid at the prevailing rates of wages of laborers and mechanics for the class of work called for by the Project, which wages shall be determined in accordance with the requirements of Chapter 4115 of the Ohio Revised Code, for determination of prevailing wages, provided that should the Company or other non-public user beneficiary of the Project undertake, as part of the Project, construction to be performed by its regular collective bargaining unit employees who are covered under a collective bargaining agreement which was in exis- tence prior to the date of the commitment instrument under- taking to issue the Project Bonds, then, in that event, the C rate of pay provided under the collective bargaining agree- ment may be paid to such employees. Section 13. Authorized Issuer Representative. The Executive Officer is hereby appointed and designated the Authorized Issuer Representative under the Agreement and is hereby authorized and directed to take such actions as the Authorized Issuer Representative is authorized or required to take under the Agreement. The Clerk is hereby appointed and designated the alternate Authorized Issuer Representative under the Agreement and is hereby granted the same authority, duties and powers as the Authorized Issuer Representative. Section 14. Emergency--Effective Date. This Bond Legislation is hereby declared to be an emergency measure the immediate passage of which is necessary for the preser- vation of the public peace, health and safety and for the further reason that this Bond Legislation must be immediately -16- ~ ~ - . effective in order to eliminate the hazards and expenses to the Issuer and its people resulting in the lack of job opportunities; wherefore, this Bond Legislation shall take effect and be in force immediately upon its passage. The foregoing motion having been put to a vote, the resolution of the roll call was as follows: ,.,., Ayes: l.i Nays: Passed this 23rd day of July, 1979. Mayor-Presiding Officer ~;"' ~--- -tSresident Pro empore_ ~t';" i.,~ Offlct-r ATTEST: A~~A~ ~ ~ I, Richard Termeer, Clerk-Treasurer of the Village of Dublin, Ohio, do hereby certify that the foregoing is a true and correct copy of the original ordinance as passed by the Village Council of the Village of Dublin, Ohio on July 23, 1979. DATE: July , 1979 - Richard Termeer Clerk-Treasurer -17- ~ ,j!i"l! . EXHIBIT A UNITED STATES OF AMERICA STATE OF OHIO COUNTY OF FRANKLIN VILLAGE OF DUBLIN 0 INDUSTRIAL DEVELOPMENT REVENUE BOND (SHEREX CHEMICAL COMPANY, INC. PROJECT) No. R- $ KNOW ALL MEN BY THESE PRESENTS, that the VILLAGE OF DUBLIN, OHIO (hereinafter called the "Issuer"), a municipal corporation in and of the State of Ohio, for value received, promises to pay to , or registered assigns, but solely from the sources and in the manner hereinafter set forth, the principal sum of DOLLARS ($ ) in six (6) consecutive semi-annual installments as follows: Principal Payment Date Principal Amount January 31, 1987 $ July 31, 1987 January 31, 1988 July 31, 1988 0 January 31, 1989 , July 31, 1989 The Issuer further promises to pay from said sources interest from the date hereof on the balance of principal from time to time outstanding at the rate of 6.75% per annum semi- annually on July 31 and January 31 of each year commencing January 31, 1980 and continuing through July 31, 1984. Commencing August 1, 1984, interest shall be at a rate equal to 68% of the fluctuating base rate as announced from time to time by Morgan Guaranty Trust Company of New York, New York for 90-day commercial loans in New York City to borrowers of the highest credit standing and shall be payable semi- annually on July 31 and January 31 of each year commencing January 31, 1985 and continuing until payment of such prin- cipal sum has been made or provided for. Such principal and interest are payable in lawful money of the United States of ~ " America, without deduction for the services of the paying agent. Principal and interest on this Bond are payable to the registered holder hereof at its principal office by transfer through a Federal Reserve Bank by the Bond Fund Holder or its successor (as provided in Section 2.4 of the Loan Agreement hereinafter described) in Federal or other immediately available funds. This Bond is one of a duly authorized issue of 0' Village of Dublin, Ohio Industrial Development Revenue Bonds ........ '. (Sherex Chemical Company, Inc. Project) (hereinafter called the "Project Bonds"), issuable pursuant to an ordinance adopted by the Village Council of the Issuer on July 23, 1979 (hereinafter called the "Bond Legislation"), aggregating in principal amount Eight Million Five Hundred Thousand Dollars ($8,500,000) and issued for the purpose of paying the costs of acquiring, constructing, improving, equipping and furnishing real and personal property comprising a new administration and laboratory research facility (hereinafter called the "Project") by Sherex Chemical Company, Inc., an Ohio corporation qualified to do business in the State of Ohio (hereinafter called the "Company"), in order to promote the industrial and economic development of the State of Ohio and benefit the people of the Issuer by creating or preserving jobs and increasing opportunities for employment and improving the economic welfare of the Issuer. The proceeds of the Project Bonds will be loaned to the Company pursuant to a Loan Agreement, dated as of July 1, 1979 (hereinafter called the "Loan Agreement"), duly made and entered into between the Issuer and the Company. Pursuant to the Bond Legislation, which Bond Legislation is on file in the office of the Clerk-Treasurer n of the Issuer, and to the Conditional Assignment of Loan ,1 Agreement, dated as of July 1, 1979, the Issuer has pledged \.I and assigned and granted a security interest in the Issuer's , .' right, title and interest in, to and under the Loan Agreement, and the Pledged Receipts (as defined in the Loan Agreement) , being, generally, the loan payments, premiums and other charges payable to the Issuer by the Company under and pursuant to the Loan Agreement, to the holders of the Project Bonds as security for its obligation to pay the principal of and interest and any premium on the Project Bonds. Reference is hereby made to the Bond Legislation for a more complete description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer and the holders of the Project Bonds and the terms and conditions upon which the Project Bonds are issued and secured, to all of the provisions of which Bond Legislation each holder of a Project Bond, by the acceptance hereof, assents. -2- .~ . ., . , The Project Bonds are issuable as fully registered bonds in denominations of $100,000 and any authorized integral multiple thereof. This Project Bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing at the office of the Clerk-Treasurer of the Issuer, upon presentation hereof to the Clerk-Treasurer, all subject to the terms and conditions provided in the Bond Legislation, but only to a financial institution as defined by Section 1726.01 of the Ohio Revised Code or any successor [) section thereto. This Project Bond is a negotiable instru- ment as provided by Section 165.03 of the Ohio Revised Code. In the event the Company exercises its option to prepay the Loan Payments (as defined in the Loan Agreement) as provided in Section 8.2(a) of the Loan Agreement, the Project Bonds are subject to redemption by the Issuer on or after July 31, 1984. In such event, the Project Bonds shall . be redeemed, in whole or in part, by the Issuer at any time at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date, and if redeemed in part, the Project Bonds shall be redeemed in the inverse order of maturity of the principal payments required thereunder. In the event the Company exercises its option to prepay the Loan as provided in Section 8.2(b) of said Loan Agreement, the Project Bonds are subject to extraordinary optional redemption by the Issuer prior to stated maturity at any time in whole at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemp- tion date. In the event the Company purchases all or part of the Project Bonds from the holder or holders thereof pursuant 0 to the terms and provisions of that certain Contingent Purchase Agreement, dated as of July 1, 1979, by and among the Company and the Original Purchasers (as defined in the Bond Legislation) , the payment by the Company to the holder or holders of the Project Bonds shall constitute a prepay- ment of Loan Payments under the Loan Agreement and the Project Bonds so purchased ( a) shall be deemed to be redeemed by the Issuer without further action being taken on the part of the Issuer, (b) shall cease to bear interest from and after the date of such purchase and (c) shall be delivered to the Issuer by the Company for destruction by the Issuer. The Project Bonds are isSued pursuant to Section 13 of Article VIII of the Constitution of the State of Ohio and to the laws of the State, particularly Chapter 165 of the Ohio Revised Code, and an ordinance of the Village Council of the Issuer. The Project Bonds are special obligations of the Issuer, are payable as to principal, premium, if any, -3- " ~ . and interest solely out of the Pledged Receipts payable generally by the Company to the Issuer pursuant to the Loan Agreement and are not otherwise an obligation of the Issuer. THE PROJECT BONDS ARE NOT SECURED BY ANY OBLIGATION OR PLEDGE OF ANY MONEYS RECEIVED, OR TO BE RECEIVED, FROM TAXATION OR FROM THE STATE OF OHIO OR ANY POLITICAL SUB- DIVISION OR TAXING DISTRICT THEREOF AND DO NOT NOW AND SHALL NEVER REPRESENT OR CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER. Payments sufficient for the () prompt payment when due of the Bond Service Charges (as defined in the Bond LegiSlation) on the Project Bonds are required by the Loan Agreement to be made by the Company to the Bond Fund Holder for the account of the Issuer in a separate deposit account created by the Issuer and desig- nated "Village of Dublin, Ohio - Sherex Chemical Company, Inc. Revenue Bond Account", and have been duly pledged for that purpose. If any Event of Default, as defined in Section 9.1 of the Loan Agreement, shall occur, the principal of the Project Bonds then issued and outstanding may be declared due and payable in the manner and with the effect provided by the Loan Agreement, but subject to waiver of such default as provided in the Loan Agreement. As provided in the Bond LegiSlation and the Loan Agreement, the holders of the Project Bonds, in their name or in the name of the Issuer, may, for and on behalf of the Issuer and themselves, enforce all rights of the Issuer and all obligations of the Company under and pursuant to the Loan Agreement, the Bond Purchase Agreement (as defined in the Bond Legislation) and all instruments given by the Issuer and the Company to secure payment, or otherwise in 0 connection with the issuance, of the Project Bonds whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. The Project Bonds shall not consitute the personal obligation, either jointly or severally, of the members of the Village Councilor the officers of the Issuer. AND IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things necessary to be done by the Issuer precedent to and in the issuing of the Project Bonds in order to make them legal, valid and binding special obligations of the Issuer in accordance with their terms, and in the execution and delivery of the aforesaid Loan Agreement have been done and performed and have happened in regular and due form as required by law; that the Issuer, has, in its behalf, received payment in full for the Project Bonds; and that the Project Bonds do not exceed or violate any constitutional or statutory limitation. -4- " '~ , - IN WITNESS WHEREOF, the Village Council of the Village of Dublin, State of Ohio, has caused this Project Bond to be executed in the name of the Issuer by the manual signatures of the Mayor and the Clerk-Treasurer of the Issuer, and the seal of the Issuer to be affixed hereto, all as of the ____ day of , 19 . - VILLAGE OF DUBLIN, OHIO (1 By Mayor By Clerk-Treasurer [SEAL] C -5- r'\ ~