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HomeMy WebLinkAbout107-79 B Ordinance .. , 'f 3.05 DEe 3 1979 . /J ORDINANCE NO. l Dl-7lJ AN ORDINANCE AUTHORIZING THE ISSUANCE OF A $600,000 INDUSTRIAL DEVELOPMENT R~VENUE BOND OF THE VILLAGE OF DUBLIN, OHIO, IN ORDER TO ASSIST INVERNESS INVESTMENT COMPANY IN FINANCING THE COSTS OF ACQUIRING, ,I CONSTRUCTING, IMPROVING, FURNISHING AND EQUIPPING A NEW COMMERCIAL FACILITY; PRO- VIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SAID BOND; AUTHORIZING A LOAN AGREEMENT WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID BOND 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 commercial 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 165.01 (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 I revenue bonds by a pledge and assignment of such revenues, as provided for herein, and (d) to enact this Bond Legislation and enter into the Agreement and Bond Purchase Agreement, as hereinafter identified, upon the terms and conditions provided therein; and WHEREAS, Inverness Investment Company (hereinafter called the "Partnership") is the owner of the Project (as hereinafter defined), comprising a new commercial facility to be operated by the partnership and to be leased to Dryden, Inc. as an office and warehouse facility 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 a project Bond in the aggregate principal amount of $600,000; &-- ~-"_. - - --- - - n , w ../ \ 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 or different I 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 partnership dated as of December 1, 1979, as the same may be duly amended, modified or supplemented in accordance with the provisions thereof. "Assignment" means the Assignment of the Agreement provided for in Section 9 hereof from the Issuer to the Original Purchaser, dated as of December 1, 1979, as the same may be duly amended, modified or supplemented in accord- ance with the provisions thereof. "Bond Fund" means the "Village of Dublin, Ohio - Inverness Investment Company, Revenue Bond Account" created by Section 6 hereof. "Bond Fund Holder" means BANK ONE OF COLUMBUS, NA, as the depository at which the Construction Fund and Bond Fund I are established. "Bondholder" or "holder" or "holder of Project Bonds" means any person in whose name a Project Bond is registered. "Bond Legislation" means the ordinance authorizing the issuance of the Project Bond, as the same may from time to time be lawfuly amended, modified or supplemented. "Bond Purchase Agreement" means the Bond Purchase Agree- ment between the Issuer and the Original Purchaser, dated as of December 1, 1979, setting forth the terms and conditions for the sale of the Project Bond. "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 Bond for such time period. -2- .. ~ , , . " I "Clerk" means the Clerk-Treasurer of the Issuer. "partnership" means Inverness Investment Company, an Ohio General partnership, qualified to do business in the State of Ohio, and its successors and assigns and any surviving, resulting or transferee partnership or corporation as permitted in Section 6.4 of the Agreement. "Construction Fund" means the "Village of Dublin, Ohio - I Inverness Investment Company Construction Account" created by Section 5 hereof. "Eligible Investments" means (i) direct obligations of the United States of America for the payment of which the full faith and credi t of the Uni tedStates of America is pledged, or obligations issued by a person controlled or supervised by, or acting as an agency o~ instrumentality of, the United States of America, the payment of the principal of and premium (if any) and interest on wHich is fully and uncondi- tionally guaranteed as a full faith and credit obligation by the United States of America~ (ii) certificates of deposit, savings certificates or any form of savings account of any Qualified Bank~ (iii) commercial paper rated by Moody's Investors Service, Inc. or Standard & Poor's Corporation not lower than A-lor P-l, respectively~ (iv) repurchase agreements covering and secured by the obligations, certificates or commercial paper (other than savings certificates or savings accounts) described in clauses (i) through (iii) of this sentence~ lrovided, however, that such securities must be, at the time 0 delivery, of a market value at least equal to the sum invested~ (v) bankers' acceptance issued by Qualified Banks~ (vi) documented discounted notes backed by letters of credit issued by Qualified Banks~ (vii) certificates of I 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 Ohio~ and (viii) eurodollar time deposits or negotiable eurodollar 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. "Guarantors" means David R. and Rita D. Dryden 1 Thomas S. and Sharon A. Gehrlich~ Robert R. and Susan Navarro~ Ronald C. and Susan T. Kyser~ Stephen L. Eschleman1 Lyle D. and Carolyn C. Irvin~ and Proprietors Investment Company, an Ohio General Partnership. "Guaranty" means the Guaranty Agreement dated as of December 1, 1979 providing for the unconditional guaranty of the Guarantors to the Original Purchaser of payment of all sums due on the Project Bond. -3- .n~._ .~~. ."" ~ '_'.',. '''', ~ '__...,."._.~ _ _.....__~._.~_- .__._. ._____ m. . .___._..._.._ .. ___ _.. _ , "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 partnership of the proceeds from the sale of the Project Bond to the Original Purchaser. "Loan payments" means the payments to be paid by the I partnership upon the Loan in accordance with Section 2.2 of the Agreement, as the same may hereafter be amended or supplemented. "Original Purchaser" means Bank One of Columbus, NA. "Person," whether or not appearing with initial capitali- zation, means natural persons, firms, associations, partner- ships, corporations and public bodies. I "Plans and Specifications" means the plans and specifica- tions for the Project now on file with the Issuer, as revised from time to time as in the Agreement provided. "Pledge Receipts" means (a) the Loan Payments, (b) all other moneys received by the Issuer, the Bond Fund Holder or the Original Purchaser for the account of the Issuer, pursuant to the Agreement or otherwise with respect to the Loan, (c) the proceeds of the Bond, 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. I "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 Bond" or "Bond" means the Village of Dublin, Ohio Industrial Development Revenue Bond (Inverness Investment Company project), in the aggregate principal amount of Six Hundred Thousand Dollars ($600,000) initially issued by the Issuer pursuant to this Bond Legislation. "project premises" means the 3.2 acre tract, more or less, of real property more fully described in Exhibit B to the Agreement. -4- .~ --------------"---------,.__._---,------~--~---~,---------.-=::------ ----".-,. , .-.._~.__..-.- ....------.,,' -.'.- _'n_'_T~""'__"" ._. : "project Purposes" means acquiring real and personal property, constituting a new commercial facility, to be leased by the Partnership to Dryden, Inc. for use by such corporation as an office and warehouse facility, 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 I association or trust company organized under the laws of the United States of America or any state thereof which has a combined capital and surplus of at least $20,000,000. "State" means the State of Ohio. Any reference herein to the Issuer, to the Legislative Authority, or to any officer 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 Legislation, 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 Partnership or the Bondholder under the Agreement. Unless the context shall otherwise indicate, words import- I i09 the singular number shall include the plural number, and vice versa, and the terms "hereof," "hereby," "hereto," "here- under, II and similar terms, mean this Bond Legislation. Section 2. Determination of Legislative Authority. The Legislative Authorlty hereby determines: (a) that the real, personal, or real and personal property to be acquired, constructed and improved by the Partnership by purchase, construction, installation 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 consistent wih the purposes of Section 13 of Article -5- . ....,. . . """" .....,....+~.._,..,.,._.~...~__...,_ .,,__ "'_~_""_': ,"""'_",~"'~'"'_~'.__"_..'~. ~.__.,.._ ....__._..._...~M...~_ "............_.. """,,_,_ _..,.._.~..."..~,'_.~".~~..~Te ,'--,- ."--~ ',' . i VIII of the Ohio Constitution and the Act and will benefit the people of the Issuer by creating or preserving jobs and employment opportunities and promoting the industrial and economic development of the Issuer and the State. Section 3. Authorization and. Terms of Project Bond. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized I herein and pursuant to the authority of the Act, a project Bond in the aggregate principal amount of $600,000 for the purpose of making a loan to assist the partnership in the financing costs of acquiring, constructing, improving, equipping and furnishing the project to be owned by the partnership and used by the Partnership for the Project Purposes, including costs incidental thereto and to be financing thereof. The Project Bond shall be designated nVillage of Dublin, Ohio Industrial Development Revenue Bond (Inverness Investment Company Project). n The project Bond shall be issued in fully registered form, shall be numbered R-l, shall be in the denomination of $600,000, shall be initially dated as of December 1, 1979 and shall bear interest from the date of delivery and payment therefor at the rate of 8.5% per annum until December 1, 1994, or until payment of the principal amount of the Project Bond has been made. The Project Bond shall mature on December 1, 1994, and shall otherwise be upon and subject to the terms for interest, payment, place of payment and optional redemption set forth in the form of the Bond contained in Exhibit A attached hereto, made a part hereof and incorporated herein by reference. The Project Bond shall be assignable only to a financial institution as defined by Section 1726.01 I 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 Bond is subject to redemption in whole by the Issuer at any time. In such event, the Project Bond 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. The project Bond shall be executed by the Executive Officer and the Fiscal Officer and sha~l bear the seal of the Issuer. In case any officer whose signature shall appear on the project Bond shall cease to be such officer before the issuance or delivery of the Project Bond, 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 Bond shall express on its face the purpose for which it is issued and such other statements or legends as may be required by law. -6-. .. ~I~...... . . . I So long as the Project Bond remains 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 Bond. The project Bond may be transferred only upon the books kept for the registration and transfer of the project Bond, upon surrender thereof at the office of the Fiscal Officer together with an assignment duly executd by the Bondholder, I or its duly authorized attorney, in such form as ~hall be satisfactory to the Fiscal Officer. Upon the transfer of the Project Bond and upon request of the Fiscal Officer, the Issuer shall execute in the name of the transferee a new fully registered project Bond in a principal amount equal of 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 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 any such transfer of a project Bond sufficient to reimburse 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 charges shall be paid before any such new Project Bond shall be delivered. \ tr{!the event the Project Bond is mutilated, lost, wrong- fully 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 I 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 furnished to the Fiscal Officer and to the Partnership evidence of such loss, wrongful taking or destruction satisfactory-to the Fiscal Officer and the Authorized Partnership Representative (as defined in the Agreement) together with indemnity satisfactory 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, constitute a contractual obligation of the Issuer in substitution for the previously issued Project Bond and shall be entitled to all of the benefits of this Bond Legislation, the Agreement and any and all other documents given as security for the payment, or otherwise in connection with the issuance, of the Project Bond. -7- .. - i Section 4. Security Pledged for project Bond. As provided herein, the Project Bond shall be 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 Guaranty. Anything in the Bond Legislation, the project Bond or the Agreement to the contrary notwithstand- I ing, neither the Bond Legislation, the Project Bond, the Agreement nor any other instrument shall constitute a debt or pledge of the faith and credit of the Issuer or of the State or any other political subdivision of the State for the payment of principal or, premium, if any, or interest on the Project Bond, but the project Bond is payable solely from the Pledged Receipts and the Project 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 violation, 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 Agreement, the Bond Legislation or the Project Bond. Section 5. Sale of project Bond~ Allocation of Purchase Price; Construction Fund. The Executive Officer and Fiscal Officer are hereby authorized and directed to offer for sale the project Bond to the Original Purchaser at the price of 100% of the principal amount of the Project Bond 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 Purchaser in substantially the form presented to the Issuer and, to the extent not provided for in the Bond Purchase Agreement, to make the necessary arrangements on I behalf of the Issuer to establish the date, location, procedure and conditions for the delivery of the Project Bond to the Original Purchaser. The Executive 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 Bond under the terms of this Bond Legislation and the Bond Purchase Agreement, and it is hereby determined that the aforesaid purchase price and the interest rate for the Project Bond 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 re- quirements. The Clerk of the Issuer shall furnish to the Original Purchaser a true transcript of the proceedings had with reference to the issuance of the Project Bond, 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 Bond. -8-' .. ,,~". " , , , There is hereby created by the Issuer and ordered main- tained 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 - Inverness Investment Company Construction Account." The proceeds of the Project Bond shall be deposited in the Con- struction Fund for disbursement as the Loan in accordance with the terms of the Agreement. Moneys in the Contruction I Fund shall be disbursed by Bond Fund Holder on written order signed by the partnership in accordance with the provisions of 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 disbursement 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 what- ever action, if any, is necessary in approving and ordering all such disbursements. 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 Bondholder. Section 6. Source of Payment - Bond Fund. There is hereby created by the Issuer and ordered ma1ntained, 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 - Inverness Investment Company 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 solely and exclusively for the payment of Bond Service Charges I as they fall due at stated maturity, or by redemption, all as provided herein and in the Project Bond, the Bond Purchase Agreement and the Agreement, provided that no part thereof shall be used to redeem the Project Bond prior to maturity, unless the partnership 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 Bondholder. As provided in the Agreement, Loan Payments sufficent in time and amount to pay the Bond Service Charges as they come due are to be paid by the Partnership 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. -9- .. .>, } 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 Bondholder as provided for in the project Bond, the Bond Purchase Agreement, and the Agreement. There shall be depos i ted in to the Bond Fund (and cred i t- ed, if required, by the Agreement, to appropriate accounts therein), as and when received, (a) all Loan Payments and (b) I 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 condemna- tion proceeds account. The Issuer hereby covenants and agrees that, so long as the project Bond is 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 the Project Bond is out- standing, 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 Agree- ment, the Issuer shall fully cooperate with the Bondholder to protect fully the rights and security hereunder of the Bond- holder. Nothing herein shall be construed as requiring the Issuer to use or apply to the payment of Bond Service Charge any funds or revenues from any source other than Pledged Receipts. Section 7. Covenants of the Issuer. In addi tion to other covenants of Issuer in this Bond Legislation con- tained, the Issue further covenants and agrees as follows: I (a) pa~ent of Bond Service Charges. The Issuer will, solely from P edged Receipts, payor cause to be paid the Bond Service Charges on the Project Bond on the date, at the place and in the manner provided herein and in the project Bond. (b) Performance of Covenants, Authority and Actions. The Issuer will at all times faithfully observe and perform all agreements, covenants, undertakings, stipulations and provisions contained in the Bond Legislation, the Agreement, the Bond Purchase Agreement, the Assignment, the Project Bond executed and delivered hereunder, and all proceedings of Issuer pertaining to the Project Bond, the Bond Purchase Agreement, the Agreement and the Assignment. The Issuer warrants and covenants that it is, and upon delivery of the project Bond will be, duly authorized by the Constitution and laws of the State, including particularly and without limita- tion the Act, to issue the Project Bond and to execute the Bond Purchase Agreement, the Agreement and the Assignment, to -10- .. """'_~~ 'i 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 forth1 and that all actions on Issuer's part for the issuance of the Project Bond and execution and delivery of the Bond Purchase Agreement, the Agreement, the Project Bond and the Assignment have been or will be duly and effectively taken1 and the Project Bond in the hands of the Issuer according to the terms hereof. Each provision of the Bond Legislation, Bond Purchase Agreement, Agreement, project 'I Bond and the 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 provision1 and each duty of the Issuer and of its officers undertaken pursuant to such proceedings for the project Bond is established as a duty of the Issuer and of each such officer having authority to perform such duty, specifically enjoined by law and result- ing 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) Pledted Receipts. Except as otherwise provided in the Bond Legis ation, Bond Purchase Agreement, Agreement, project Bond, and the 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 Assignment. (d) Recordings and Filings. The Issuer will, at the I expense of the Partnership, 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 Bond, 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 Bondholder and the rights of the Bondholder under the Agreement. .. (e) Inspection of project Books. All books and docu- ments in the Issuer's possession relating to the Project or the Pledged Receipts shall at all times be open to inspection by such accountants or other agents of the Bondholder as it may from time to time designate. (f) Ri~hts under A~reement. The Bondholder, in its name or in t e name of t e Issuer, may for and on behalf of the Issuer and itself, enforce all rights of the Issuer and -11- .. ,,~;,r~ai';J~~ ,>, " all obligations of the Partnership under and pursuant to the Agreement, the Bond Purchase Agreement and such instruments given by the Issuer and the Partnership to secure payment, or otherwise in connection with the issuance, of the Project Bond whether or not the Issuer is in default 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 I 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) Arbitraae Provisions. The Issuer will restrict the use of the procee s of the Project Bond in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Project Bond is delivered to the Original Purchaser, so that it will not constitute an arbitrage bond under Section l03(c) of the Internal Revenue Code of 1954, as amended, and the regula- tions promulgated under that Section. The Fiscal Officer, or any other officer having responsibility with respect to the issuance of the Project Bond, is authorized and directed, alone or in conjunction with any of the foregoing or with any other officer, employee, consultant, agent or partner of the Issuer or the partnership, and upon receipt of satisfactory indemnities, to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the Project Bond, setting forth the reasonable expectations of the Issuer regarding the amount and use of all such proceeds and the facts I 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 partnership, all as of the date of delivery of and payment for the Project Bond. Section 8. Investment of Bond Fund and Construction Fund. Moneys in the Bond Fund and the Construction Fund snarl be invested and reinvested by Bond Fund Holder in any Eligible Investments, in accordance with and subject to any orders of the Authorized partnership 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 to provide moneys to pay Bond Service Charges as they fall due at stated maturity or by redemption, and that each investment of moneys in the Construction Fund-shall in -12- a m_."'";_,,, I " 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 redeem- able as aforesaid. Any such investments may be purchased from any Qualified Bank including the Bond Fund Holder. The Bond Fund Holder shall sell or redeem investments standing to the credit of the Bond Fund to produce sufficient moneys I hereunder at the times required for the purpose of paying Bond Service Charges when due as aforesaid, and shall do so without necessity for any order on behalf of the Issuer and without restriction by reason of any such order. An invest- ment made from moneys credited to the Bond Fund or the Con- struction 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 result- ing from such investment shall be charged to the respective Fund. Section 9. Bond Purchase Agreement, Agreement and Assign- ment. 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 Assignment to the Original Purchaser 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 I evidenced by the execution of the Bond Purchaser Agreement, the Agreement and the Assignment by said officer or officers. Section 10. Other Documents. The Executive Officer or the Fiscal Officer each hereby is further authorized 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, necessary to perfect the pledges set forth herein and to consummate the transactions provided for in the Bond Purchase Agreement and Agreement. 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 delibera- tions 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. -13- . j -, I .' Section 12. prevailing Rates of waSe. All laborers and mechanics employed on the Project shall e 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 shou~d the partnership or other nonpublic user beneficiary of the Project undertake, as part of the Project, construction to be performed by its regular collective bargaining unit employees I who are covered under a collective bargaining agreement which was in existence prior to the date of the commitment instrument undertaking to issue the Project Bond, then, in that event, the rate of pay provided under the collective bargaining agreement may be paid to such employees. Section 13. Authorized Issuer Representative. The Executive Officer is here.by appointed and des1gnated the Authorized Issuer Representative under the Agreement and is hereby authorized and directed to take such actions as the Authorized Issuer Representa- tive 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. EmeraencY--Effective Date. This Bond Legisla- tion is hereby declare to be an emergency measure the immediate passage of which is necessary for the preservation of the public peace, health and safety and for the further reason that this Bond Legislation must be immediately effective in order to elimin- , ate 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. I The foregoing motion having been put to a vote, the resolu- tion of the roll call was as follows: - Ayes: ~ Nays: 0 Passed this DEe 3 1979 (?"~J ~4rc ~~~ Mayor-Pres1 in ~er PreS1 ent - Pres1d1ng 0 1cer ATTEST: ~ Cl~ 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 -14- . <~'-'-~."---' "'._.-'---'-. .. - ."'_.- --,~..-'-'--..._-_.._- .~-..- ~"'"~;...... -- --- -',--- - . -~._. I, :. of the Village of Dublin, Ohio on OEC 3 1979 1979. ' , DATE: DEC 3 1979 ~~_. R~c ard Termeer - I Clerk-Treasurer I -15- . -=~ 1.06 , (. ,~ EXHIBIT A UNITED STATES OF AMERICA STATE OF OHIO COUNTY OF FRANKLIN VILLAGE OF DUBLIN I INDUSTRIAL DEVELOPMENT REVENUE BOND (INVERNESS INVESTMENT COMPANY PROJECT) R-l $600,000 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 BANK ONE OF COLUMBUS, NA, or registered assigns, but solely from the sources and in the manner here- inafter set forth, the principal sum of Six Hundred Thousand Dollars ($600,000) payable: (a) Beginning on December 31, 1980 and on the last day of each month thereafter interest only at the rate of 8.5% per annum on the unpaid balance, with the final interest only payment due August 31, 1980. I (b) Beginning on September 30, 1980, One Hundred Seventy-One (171) consecutive monthly pay- ments due on the last day of each month in the amount of Six Thousand Sixty Three Dollars and Sixty Two Cents-($6,063.62) which amount includes interest at the rate of 8.5% per annum on the unpaid balance. 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 by the Bond Fund Holder. This Bond is a duly authorized issue of the Village of Dublin, Ohio Industrial Development Revenue Bond (Inverness Investment Company Project) (hereinafter called the "Project Bond"), issuable 'pursuant to an ordinance adopted by.the village Council of the Issuer on December 3, 1979 (herein- . ~.i;~;;;;;I;;;i~ic"",_. I ":. , after called the "Bond Legislation"), aggregating in the principal amount of Six Hundred Thousand Dollars ($600,000) and issued for the purpose of paying the costs of acquiring, constructing, improving, equipping and furnishing real and personal property comprising a new commercial facility (here- inafter called the "Project") by Inverness Investment Company, an Ohio General partnership qualified to do business in the State of Ohio (hereinafter called the "Partnership"), in order to promote the industrial and economic development of I 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 Bond will be loaned to the Partner- ship pursuant to a Loan Agreement, dated as of December 1, 1979, (hereinafter called the "Loan Agreement"), duly made and entered into between the Issuer and the partnership. Pursuant to the Bond Legislation, which Bond Legislation is on file in the office of the Clerk-Treasurer of the Issuer, and to the Assignment of Loan Agreement, dated as of December 1, 1979, the Issuer has pledged 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 Partner- ship under and pursuant to the Loan Agreement, to the holder of the project Bond as security for its obligation to pay the principal of and interest and any premium on the project Bond. 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 holder of the Project Bond and the terms and conditions upon which the I project Bond is issued and secured, to all of the provisions of which Bond Legislation the holder of the Project Bond, by the acceptance hereof, assents. The Project Bond is issuable as a fully registered bond in the denomination of $600,000. 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 instrument as provided by Section 165.03 of the Ohio Revised Code. The project Bond is subject to redemption in whole by the Issuer at any time. In the event of redemption, the Project Bond shall be redeemed, in whole, by the Issuer at -2- . - , ~. . any time at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date. The project Bond is 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 Bond is a special obligation of the I Issuer, is payable as to principal, premium, if any, and interest solely out of the Pledged Receipts payable generally by the partnership to the Issuer pursuant to the Loan Agreement and are not otherwise an obligation of the Issuer. THE PROJECT BOND IS 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 SUBDIVISION OR TAXING DISTRICT THEREOF AND DOES 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 Legisla- tion) on the project Bond are required by the Loan Agreement to be made by the Partnership to the Bond Fund Holder for the account of the Issuer in a separate deposit account created by the Issuer and designated "Village of Dublin, Ohio - Inver- ness Investment Company 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 Bond 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. I As provided in the Bond Legislation and the Loan Agree- ment, the holder of the Project Bond, in its name or in the name of the Issuer, may, for and on behalf of the Issuer and itself, enforce all rights of the Issuer and all obligations of the partnership under and pursuant to the Loan Agreement, the Bond Purchase Agreement (as defined in the Bond Legisla- tion) and all instruments given by the Issuer and the Partner- ship to secure payment, or otherwise in connection with the issuance, of the project Bond whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. The project Bond shall not constitute the personal Obliga- tion, either jointly or severally, of the members of the village Councilor the officers of the Issuer. -3- ~ "- """",,;_,!r'::;:;;,:;J;:;i>~l':<Y," ,. c 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 Bond in order to make it 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 Bond: and that the Project I Bond does not exceed or violate any constitutional or statutory limitation. 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 By: Mayor By: Clerk-Treasurer [SEAL] I 42236-00l-iv 097/jh -4- l13079l01Sa '\