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HomeMy WebLinkAbout01-80 Ordinance .. -, - - 'JAN 7' 1980 . - . ORDINANCE NO. I-SO f AN ORDINANCE AUTHORIZING THE ISSUANCE OF $l,800,000 INDUSTRIAL DEVELOPMENT FIRST MORTGAGE REVENUE BONDS OF THE VILLAGE OF DUBLIN, OHIO, IN ORDER TO ASSIST DALE PROPERTY CO. OF SOUTH FLORIDA IN THE FINANCING OF COSTS OF NEW COMMERCIAL FACILITIES; AUTHORIZING THE ISSUANCE OF ADDITIONAL BONDS; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SAID BONOS; AUTHORIZING A LOAN AGREEMENT WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID I BONDS; AUTHORIZING A TRUST INDENTURE APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND FURTHER TO SECURE THE PAYMENT OF SAID BONDS; AND AUTHORIZING THE ASSIGNMENT BY THE VILLAGE OF A NOTE AND MORTGAGE; AND DECLARING AN EMERGENCY. 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 l65 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 165.0l(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 trust agreement between the Issuer and a corporate trustee, and by a pledge and assignment of such revenues, as provided for herein, and (d) to enact this Bond Legislation and enter into the Indenture and the Loan Agreement, as hereinafter I identified, upon the terms and conditions provided therein; and WHEREAS, DALE PROPERTY CO. OF SOUTH FLORIDA is a general partnership organized and existing under and by virtue of the laws of the State of Ohio; and WHEREAS, it is hereby determined by this LegiSlative Authority that the acquisition, construction, installation and equipment of the Project by the Borrower, as hereinafter defined, including the financing thereof will require the issuance, sale and delivery of Project Bonds in the principal amount of $l,800,OOO, and hereafter may require the Issuer's issuance, sale 'and delivery of Additional Bonds on a parity therewith, all of which Bonds shall be equally and ratably payable and secured as provided her~in and in the Indenture authorized herein; . . . - 2 - NOW THEREFORE, BE IT ORDAINED by the Council of the Village of Dublin, Ohio: Section l. Definitions. In addition to the words and terms elsewhere defined in this Bond Legislation or in the Agreement and used herein as defined words and terms, the following words and terms as used in this Bond Legislation and I in the Indenture authorized herein shall have the following meanings unless the context or use clearly indicates another 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. "Additional Bonds" means Bonds issued pursuant to Section 8 of this Bond Legislation. "Agreement" means the Loan Agreement, provided for in Section 11 hereof, between the Issuer and the Borrower, 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 Mortgage and Security Agreement, dated as of December 1, 1979 from the Issuer to the Trustee. "Assignment of Leases and Rents" means the Conditional Assignment of Leases and Rents, dated as of December 1, 1979, from the Borrower to the Trustee. I "Bonds" means the Project Bonds and any Additional Bonds issued and t9 be issued pursuant to the Indenture. "Bond Fund" means the Bond Fund created by Section 7 hereof. "Bond Fund payment" means as to the Project Bonds: (i) an amount equal to the interest accrued on the Project Bonds from their date to the date of their delivery to the Original Purchaser and payment therefor, (.ii) the amount of $20,000 representing a portion of the interest to become due on the Bonds during the Construction Period (as defined in the Agreement) and (iii) as to the Additional Bonds the amount specified in the Bond LegiSlation authorizing such Additional Bonds, provided that the Bond Fund Payment for any Additional Bonds shall not be less than an amount equal to the interest accrued on such Additional Bonds from their date to the date of delivery of such Additional Bonds to their Original Purchaser and payment therefor. ... , . . - 3 - "Bondholder" or "holder" or "holder of Bonds" means any person who is the bearer of a coupon Bond which is not registered as to principal or the principal of which is registered to bearer, or the person in whose name a registered Bond is registered, and "holder" when used with reference to a coupon means the bearer of the coupon. "Bond Legislation" means this ordinance providing for I the issuance of the Project Bonds, except that when used with reference to an issue of Additional Bonds it shall mean this Bond Legislation to the extent applicable and the other legislation providing for the issuance of such Additional Bonds, and except that when used with reference to Bonds when Additional Bonds are outstanding it shall mean this Bond Legislation and the Bond Legislation providing for the issuance of Additional Bonds, all as the same may from time to time be lawfully amended, modified or supplemented. "Bond service charges" for any time period means the principal, including any mandatory sinking fund requirements, interest, and redemption premium, if any, required to be paid by the Issuer on the Bonds for such time period. "Borrower" means Dale Property Co. of South Florida, a general partnership organized and existing under and by virtue of the laws of the State of Ohio, its successors and assigns. "Code" means the Internal Revenue Code of 1954, as amended, and with respect to a specific section thereof such reference shall be deemed to include (i) the regulations promulgated under such section, (ii) any successor provision of I similar import hereafter enacted, (iii) any corresponding provisions of any subsequent Internal Revenue Code, and (iv) the regulations promulgated under the provisions described in ( ii) and (iii). "Construc,tion Fund" means the Construction Fund created by Section 6 hereof. "Coupon" or "interest coupon" means a coupon issued hereunder evidencing an installment of interest on a coupon Bond. "Coupon bond registered as to principal" means any coupon Bond at the time registered as to principal in the name of the Bondholder. "Determination of Taxability" means the final adoption of legiSlation or regulations or a final determination, decision, decree, ruling or technical advice by any judicial or administrative authority or the issuance of a ... , . - 4 - statutory notice of deficiency by the Internal Revenue Service as a result of the limitations prescribed by Section l03(b) (6) of the Code having been exceeded, any of which has the effect of requiring interest on the Bonds to be included in the gross income for Federal income tax purposes of the holder or registered owner of the Bonds (other than a holder or registered owner who is a "substantial user" of the Project or a "related person" as those terms are used in Section 103(b) (8) I of the Code) . A decision or ruling by any judicial or administrative authority shall not be considered final for the purposes of this definition until the expiration or waiver of all periods for judicial review or appeal, as the case may be, in which review or appeal the Borrower has participated or has had an opportunity to participate. Such determination shall be deemed to have occurred upon receipt by the Trustee of evidence thereof. "Eligible Investments" means (i) obligations issued or guaranteed by the United States of America, or by any person controlled or supervised by and acting as an instrumentality of the United States pursuant to the authority granted by Congress, the payment of the principal and interest of which is fully and unconditionally guaranteed by the United States of America; (ii) obligations issued or guaranteed by any state or political subdivision thereof rated Aor higher by Moody's Investors Service, Inc. or by Standard & Poor's Corporation, both of New York, New York, or their successors; (iii) open market commercial or finance paper of any corporation having a net worth in excess of $lOO,OOO,OOO and which is rated either P-I or A-lor an equivalent by Moody's Investors Service, Inc. or Standard & Poor's Corporation, both of New York, New York, or their successors; (iv) investments due within 12 months in I certificates of deposit issued by, or bankers' acceptances of, the Trustee, or of banks or trust companies organized und~r the laws of the United States of America or any state thereof, which must have a reported capital and surplus of at least $10,000,000 in dollars of the United States of America; and (vi) bank repurchase agreements, including the Trustee's, fully secured by Obligations of the type specified in ( i) above; provided that any such investment or deposit is not prohibited by law. "Event of Taxability" means the occurrence of circumstances which a Determination of Taxability shall have found to have occurred, or which shall constitute a Determination of Taxability, and which result in the interest payable on the Bonds becoming inCludable in the gross income for Federal income tax purposes of the holder or registered owner of the Bonds (other than a holder or registered owner who is a "substantial user" of the Project or a "related person" as those terms are used in Section 103(b) (8) of the Code), such occurrence of circumstances relating to a specific point in time. .. I I '1 . - 5 - "Executive" means the City Manager of the Issuer. "Fiscal Officer" means the Director of Finance of the Issuer. "Indenture" means the Trust Indenture, provided for in Section 11 hereof, between the Issuer and the Trustee, dated as of December l, 1979, including this Bond Legislation as part I thereof, as the same may be amended, modified or supplemented in accordance with the provisions thereof. "Interest Payment Date" means, as to the Project Bonds, the first day of each June and December and, as to Additional Bonds, the date or dates identified as such in the Bond Legislation authorizing such Additional Bonds. "Legislative Authority" means the Village Council of the Issuer. "Lease" means the Lease of the Project, dated as of December 1, 1979 from the Borrower to the Lessee. "Lessee" means Immke Northwest Honda, Inc. , an Ohio corporation and its successors and assigns. "Loan" means the loan by the Issuer to the Borrower of the proceeds from the sale of the Project Bonds to the Original Purchaser, after deducting the Bond Fund Payment, as the same may hereafter be increased from the proceeds from the sale of Additional Bonds. "Loan Payments" means the amounts required to be paid by the provisions of Section 2.1 of the Agreement, as the same I may hereafter be amended or supplemented, in repayment of the Loan. "Mortgage" means the Mortgage and Security Agreement pertaining to the Project Site and the Project from the Borrower, as mortgagor, to the Issuer, as mortgagee, dated as of December 1, 1979 and any amendment and supplements thereto. "Note or "Notes" means the Promissory Note of even date herewith constituting an unconditional promise of the Borrower to repay the Loan to the Issuer, and in the form of Note attached as Exhibit A to the Agreement, and any additional promissory Note or Notes executed and delivered with respect to Additional Bonds. "Notice Address" means: lIIIIIll.. ; - 6 - (a) As to the Issuer: Village of Dublin, Ohio Town Hall 129 South High Street Dublin, Ohio 43017 Attn. : City Manager (b) As to the Trustee: I BancOhio National Bank 155 East Broad Street Columbus, Ohio 43265 Attn. : Corporate Trust Department (c) As to the Borrower: Dale Property Co. of South Florida 2066 West Henderson Road Suite 105 Columbus, Ohio 43220 Attention: General Partner or such different address notice of which is given under Section 9.04 hereof, but no such notice shall thereby be requi red to be sent to more than two addresses. "Original Purchaser" means, as to the project Bonds, The Ohio Company, Columbus, Ohio, as to Additional Bonds, the person or persons identified as such in the Bond Legislation providing for the issuance of such Additional Bonds. "Outstanding Bonds" or "Bonds outstanding" or I "outstanding" as applied to Bonds,means, as of any date, all Bonds which have been authenticated and delivered, or are then being delivered, by the Trustee under the Indenture except: (a) Bonds surrendered for and replaced upon exchange or transfer, or cancelled because of payment or redemption, at or prior to such date; (b) Bonds for the payment, redemption or purchase for cancellation of which sufficient moneys have been deposited prior to such date with the Trustee (whether upon or prior to the maturity or redemption date of any such Bonds), or which are deemed to have been paid and discharged pursuant to the provisions of Section 8.02 of the Indenture; provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; and ...... ~ - 7 - (c) Bonds in lieu of which others have been authenticated (or payment, when due, of which is made without replacement) under Section 2.05 of the Indenture; and also except that (d) For the purpose of determining whether the holders of the requisite principal amount of Bonds have made or I concurred in any notice, request, demand, direction, consent, approval, order, waiver, acceptance, appointment or other instrument or communication under or pursuant to this Indenture, Bonds owned by or for the account of the Borrower or any person owned, controlled by, under common control with or controlling the Borrower shall be disregarded and deemed to be not outstanding. The term "control" (including the terms "controlLing", "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of .the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Beneficial ownership of 5% or more of a class of securities having general voting power to elect a majority of the board of directors of a corporation shall be conclusive evidence of control of such corporation. "paying Agents" means any banks or trust companies designated as the paying agencies or places of payment for Bonds or coupons by or pursuant to the applicable Bond Legislation, and their successors designated pursuant to the I Indenture. "Permitted Encumbrances" means as of any particular time, (i) liens for real estate taxes and special assessments not then delinquent, (ii) utility, access and other easements and rights of way, flood rights, leases, restrictions and exceptions that an Engineer and the Borrower certify will not interfere with or impair the operations being conducted in the Project" (iii) such minor defects, irregularities, encumbrances, easements, rights of way, and clouds on title as normally exist with respect to properties similar in character to the Project and as do not, in the opinion of legal counsel acceptable to the Trustee, materially impair the property affected thereby for the purposes for which it was acquired or is held by the Borrower, and (i v) the Mortgage and the Lease. "Person", whether or not appearing with initial capitalization, means natural persons, firms, associations, corporations and public bodies. \...oIIL. - 8 - "Pledged Receipts" means (a) the Loan Payments, including the payments of principal of and interest and any premium on the Note, (b) subject to the provisions of Sections 3.04 and 8.02 of the Indenture with respect to the Trustee holding moneys for the benefit of the holders of particular Bonds, all other moneys received by the Issuer, or the Trustee for the account of the Issuer, pursuant to the Agreement or in respect to the Loan, (c) the proceeds of the Bonds including I all moneys deposited in the Construction Fund and (d) the income and .profi t from the investm.ent of the Loan Payments, any other moneys held by the Trustee under the Indenture, and the moneys deposited in the Construction Fund. "Projectff means the real, personal, or real and personal property, including undivided or other interests therein, identified in Exhibit B to the Agreement, in or pursuant to any amendments to the Agreement, and in the certificate of the project Supervisor given pursuant to Section 3.3 of the Agreement, and acquired, constructed or installed in replacement or substitution therefor or in addition thereto, and as may result from a revision of the Plans and Specifications (as defined in the Agreement) in accordance with the provisions of the Agreement. "project Bonds" means the Bonds authorized in Section 3 hereof and designated" Industrial Development First Mortgage Revenue Bonds (Dale Property Co. of South Florida - Obligor)". "Project Purposes" means the purposes of a commercial facility as described in the Act. "Project Site" means the real estate constituting the site of the Project, which real estate is described in Exhibit I C to the Agreement. "Registered Bonds" means Bonds registered in the name of the holder, including coupon Bonds registered as to principal (except to bearer) and fully registered aonds~ and "fully registered Bonds" means Bonds without coupons registered as to both principal and interest. "State" means the State of Ohio. "Trustee" means the Trustee at the time serving under the Indenture, originally BancOhio National Bank, ColumbUS, Ohio, as Trustee, and any successor Trustee as determined or designated under or pursuant to the Indenture. Any reference herein to the Issuer, to the Legislative Authority, or to any officers thereof, shall include any entity Which succeeds to its or their functions, duties or responsibilities pursuant to or by operation of law. ~ - 9 - 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 I manner, at the times, and from the sources provided in the Bond Legislation and the Indenture, 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 or the Borrower under the Agreement or the Indenture. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number, and vice versa, and the terms "hereof", "hereby", "hereto", "hereunder", and similar terms, mean this Bond Legislation and the Indenture. Section 2. Determinations of Legislative Authority. The Legislative Authority hereby determines: ( a) that the real and personal property to be acquired by the Borrower by purchase, construction, installation and equipment, through a Loan of the proceeds of the Bonds, is now and after improvement will be useful to the Project and project Site (consisting generally of a commercial facility), and the utilization of such property in the creation and location of the Project is economically sound; and I (b) the Project isa "project" as that term is defined in Section 165.01 of the Ohio Revised Code, is 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 opportunities and promoting the industrial, commercial and economic development of the Issuer and the State. Section 3. Authorization and Terms of project 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, $1,800,000 aggregate principal amount of Project Bonds for the purpose of making a loan to assist the Borrower in the financing of costs of acquiring, constructing, installing and equipping the Project and the Project Site to be owned by the Borrower and leased by the Borrower to the Lessee for operation in accordance with the project Purposes, including costs incidental thereto and to the financing thereof. Said Project . - lO - Bonds shall be designated "Industrial Development First Mortgage Revenue Bonds (Dale Properties Co. of South Florida - Obligor)". The Issuer may also issue, sell and deliver Additional Bonds on a parity with the Project Bonds for the purposes and in the manner provided in Section 8 of this Bond Legislation. I The Project Bonds shall initially be issued in coupon or fully registered form, or both, as may be requested by the Or iginal purchaserthereofanCi s9a11 bf!. exchangeable for fUlly registered or coupon Bonds in the manner and on the terms provided in the Indenture. Project Bonds in coupon form shall be in the denomination of $5,000 each, shall be registrable as to principal, shall be dated as of December It 1979 and shall be numbered from 1 upwards, inclusive. Project Bonds in fully registered form. shall be in the denominations of $5,000 and any integral multiple thereof,sha11 be numbered from R-l upwards and shall be of a single maturity of the same series; provided that the Fiscal Officer with the approval of the Trustee may authorize issuance of one or more fully registered Bonds representing more than one maturity of the same series with appropriate changes in the form of such a Project Bond to cover more than one maturity, such approval and authorization to be ' evidenced as provided in the Indenture. Each Project Bond in fully registered f.orm shall be dated as of the Interest Payment Date next preceding the date of its authentication, unless authenticated on. an Interest Payment Date in which case it shall be dated as of the date of authentication, but shall be dated as of the same date as the coupon project Bonds if no interest has been paid thereon or if authenticated prior to the first payment of interest on such I Project Bonds; provided that if at the time of authentication of any fully registered Project Bond interest is in default thereon, such Project Bond shall be dated as of the date to which interest has been paid. Project Bonds in fully registered form initially delivered to the Original Purchaser shall be dated December 1, 1979. The Project Bonds shall.bear interest from their respective dates at the rates per annum indicated in the schedule below, payable semiannually on June 1 and December 1 of each year, commencing June 1, 1980. The Project Bonds shall mature in accordance with the schedule below. In t,he event the Borrower exercises its option to prepay the Loan as provided in Section 8.2 of the Agreement, the Project Bonds are subject to extraordinary optional redemption by the Issuer prior to stated maturity on any Interest Payment Date in whole at a redemption price of 100% of the principal amount thereof plus accrued interest to the - - 11 - redemption date. Notice from the Borrower to the Trustee pursuant to Section 8.4 of the Agreement that the Borrower shall exercise its option to prepay the Loan pursuant to Section 8.2 of the Agreement and shall concurrently prepay the Note (or as provided in said Section 8.4, selection of a prepayment date by the Trustee), shall constitute the direction from the Issuer to the Trustee to call all the then outstanding Project Bonds for extraordinary optional redemption pursuant to I this paragraph, and no separate notice from the Issuer to the Trustee shall be required. The Project Bonds are also subject to special mandatory redemption by the Issuer prior to stated maturity at on any Interest Payment Date in whole at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date if and when the Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Agreement by reason of any changes in the Constitution of the State or the Constitution of the United States of America or by reason of legislative or administrative action (whether state or Federal) or any final decree, judgment or order of any court or administrative body (whether state or Federal) entered after the contest thereof by the Issuer or the Borrower in good faith to such extent that the Note and the obligations evidenced thereby are no longer enforceable by the holder thereof. The Project Bonds are also subject to special mandatory 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 I redemption date if and when interest on the Project Bonds shall have become subject to Federal income tax because of a Determination of Taxability which is unrelated to any default by the Borrower under Section 6.8 of the Agreement. The Project Bonds are further subject to special mandatory redemption by the Issuer, prior to stated maturity, at any time, in whole, at a redemption price of 108% of the principal amount thereof plus accrued interest to the redemption date if and when interest on the Project Bonds shall have become subject to Federal income tax because of a Determination of Taxability resulting from a default by the Borrower under Section 6.8 of the Agreement. Any such redemption shall be made not more than 90 days following the date of the Determination of Taxability (excluding any. final determination that interest is subject to Federal income tax with respect to any Bond held by a "substantial user" of the Project or by a "related person" thereof, as those terms are used in Section l03(b) (8) of the Code). Notice from the Borrower to the Trustee pursuant to Section 8.4 of the Agreement that the Borrower shall prepay the Loan in full as required under A - l2 - Section 8.3 of the Agreement and shall concurrently prepay the Note, shall constitute the direction from the Issuer to the Trustee to call all the then outstanding project Bonds for special mandatory or optional redemption pursuant to this paragraph, and no separate notice from the Issuer to the Trustee shall be required. I The Project Bonds are also subject to optional redemption in whole or in part, and if in part, then by lot, by the Issuer at the direction of ~he Borrower on or after June l, 1980, or on any Interest Payment Date thereafter at a redemption prices set forth in the table below (expressed as a percentage of the principal amount thereof) plus accrued interest to the redemption date: Redemption Date (Inclusive) Redemption Prices June 1, 1980 through May 31, 1985 104.00% June 1, 1985 through May 31, 1990 103.00% June 1, 1990 through May 31, 1995 l02.00% June 1, 1995 through May 31, 1998 101.00% June 1, 1998 and thereafter 100.00% The table of maturities and interest rates as follows: . Principal Amount Year Ending Maturing Interest December 1 December 1 Rate 1982 $50,000 8.00% I 1983 55,000 8.00% 1984 55,000 8.00% 1985 60,000 8.00% 1986 65,000 8.00% 1987 70,000 8.00% 1988 75,000 8.00% 1989 85,000 8.00% 1990 90,000 8.00% 1991 95,000 8.00% 1992 105,000 8.00% 1993 110,000 8.00% 1994 120,000 8.00% 1995 130,000 8.00% 1996 140,000 8.00% 1997 150,000 8.00% 1998 165,000 8.00% 1999 180,000 8.00% .. - 13 - Notice from the Borrower to the Trustee pursuant to Section 8.4 of the Agreement that the Borrower shall exercise its option to prepay all or any portion (in amounts of $5,000 or any integral multiple thereof) of the Loan Payments pursuant to Section 8.2 of the Agreement shall constitute the direction from the Issuer to the Trustee to call an equivalent principal amount of then outstanding Project Bonds for optional redemption pursuant to this paragraph, and no separate notice from the Issuer to the I Trustee shall be required. If less than the entire unmatured portion of the Project Bonds shall be called for redemption at any time or from time to time (otherwise than pursuant to any mandatory sinking fund provisions hereof) they shall be called in inverse order of the maturities of the Project Bonds at the time outstanding; and if less than all of the Project Bonds outstanding of one maturity are to be called, the selection of such Project Bonds or portions of fully registered project Bonds of such maturity to be called shall be made by lot by the Trustee in such manner as the Trustee may determine. Notice of the call for any redemption of project Bonds, identifying by designation, letters, numbers, or other distinguishing marks, the Project Bonds (in amounts of $5,000 or any integral multiple thereof) or portions of fully registered Project Bonds to be redeemed, the redemption price to be paid, the date fixed for redemption and the place or places where the amounts due upon such redempt~on are payable, shall be given by the Trustee on behalf of the Issuer by at least two publications in a newspaper or financial journal of general circulation published in the City of Columbus, State Ohio, the first such publication to be not less than thirty , days prior to the redemption date, and, in the case of the redemption of Project Bonds at the time in coupon form registered as to principal (except to bearer) or in fully registered form, by mailing a copy of the redemption notice by first class mail at least thirty days prior to the date fixed for redemption to the registered owner. of each such registered Project Bond to be redeemed at the address shown on the registration books kept by the Trustee, provided, however, that failure to give such notice by mailing, or any defect in such notice, shall not affect the validity of proceedings for the redemption of the Project Bonds. If all of the project Bonds to be redeemed are at the time in coupon form registered as to prinCipal (except to bearer) or in fully registered form, notice of the call for redemption may be given by mailing a copy of the redemption notice by registered or certified mail at least thirty days prior to the date fixed for redemption to .. - 14 - the holder or holders thereof at the address shown on the registration books kept by the Trustee,.and newspaper or financial journal publication of the notice of the call for redemption need not be given~ provided, however, that failure to give such notice to any Bondholder by mailing, or any defects in such notice to any Bondholder, shall not affect the validity of the proceedings for the redemption of any of the I other Project Bonds. The holder or holders of Project Bonds may waive such notice in writing and in such event, no notice of any kind need be given with respect to the Project Bonds of such holder or holders to be so redeemed. If, because of the temporary or permanent suspension of the publication or general circulation of the appropriate newspapers or financial journals, or for any other reason, it is impossible or impractical to publish such notice of call for redemption in the manner herein provided, then such pUblication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of notice. Bond service charges on Project Bonds in coupon form, other than principal of or any redemption premium on such Bonds registered as to principal (except to bearer), shall be payable, without deduction for services as paying agent, at the corporate trust office of the Trustee. The principal of and any redemption premium on registered project Bonds shall be payable at the corporate trust office of the Trustee, and interest on fully registered Project Bonds shall be payable by check or draft as provided in the Indenture. The Project Bonds shall be executed by the Executive and Fiscal Officers of the Issuer, provided that either or both I of such signatures may be facsimiles, and the interest coupons attached thereto, in the case of coupon Project Bonds, shall bear the facsimile signature of the Fiscal Officer. Section 4. Terms of all Bonds. All Bonds shall bear such designation as may be necessary to distinguish them from Bonds of any other series. Bond service charges on all B.onds shall be payable in lawful money of the United States of America. Subject to provisions of the applicable Bond Legislation, Bonds shall be issued as coupon Bonds registrable as to principal or as fully registered Bonds, and may be exchanged as between forms, all as provided in the Indenture. All Bonds shall be negotiable instruments wi thin t,he meaning of Chapter 165 of the Ohio Revised Code, subject to applicable provisions for registration, and shall express on their faces the purpose for which they are issued and such other statements or legendS as may be required by law. .. I - 15 - All bonds and coupons shall be executed in the manner provided in the Bond Legislation authorizing their issuance or in the manner provided by the applicable law in effect at the time of their issuance. In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds or coupons shall cease to be such officer before the issuance, authentication or delivery of such Bonds or coupons, such I signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time. Unless otherwise provided in the Bond Legislation authorizing the issuance of Additional Bonds, notice of call for redemption of all Bonds shall be given in the manner provided in Section 3 hereof for the notice of call for redemption of the Project Bonds. If Bonds or portions of fully registered Bonds are duly called for redemption and if on such redemption date moneys for the redemption of all the Bonds to be redeemed, together with accrued interest to the redemption date, shall be held by the Trustee or paying Agents so as to be available therefor, then from and after such redemption date such Bonds or portions of fully registered Bonds shall cease to bear interest and any coupons for interest thereon maturing subsequent to the redemption date shall be void. Section 5. Security Pledged for Bonds. As provided herein, the 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, and further secured by the Indenture and by the pledge and assignment of the Note and of all right, title and I interest of the Issuer in, to and under the Mortgage pursuant to the Assignment and in, to and under the Lease pursuant to the Assignment of Leases and Rents; and anything in the Bond Legislation, the Bonds or the Indenture to the contrary notwithstanding, neither the Bond Legislation, the Bonds, nor the Indenture shall constitute a debt or a pledge of the faith and credit of the Issuer or of the State or of any political subdivision thereof and the holders or owners of the Bonds shall have no right to have taxes levied by the General Assembly of the State or the taxing authority of the Issuer or of any other political subdivision of the State for the payment of the principal of, premium, if any, or interest on the Bonds, but such Bonds are payable solely from the Pledged Receipts and the Bonds shall contain on the face thereof a statement to that effect; provided, however, that nothing herein shall be deemed to ... . - 16 - prohibit the Issuer, of its own volition, from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment of any of the terms, conditions or obligations of the Indenture, the Bond Legislation or any of the Bonds. Section 6. Sale of Project Bonds and Allocation of purchase Price. The Executive and Fiscal Officer are each I hereby authorized and directed to offer for sale the Project Bonds to the Original Purchaser for purchase by the Original Purchaser at the price of lOO% of the principal amount of the Project Bonds in accordance with the terms and provisions of this Bond Legislation, and to make the necessary arrangements on behalf of the Issuer with the Original Purchaser to establish the date, location, procedure and conditions for the delivery of the Project Bonds to the Original Purchaser. The Executive 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 Indenture, and it is hereby determined that the aforesaid purchase price and the interest rate for the Project Bonds and the manner of sale, as provided in this Bond Legislation, are in the best interest of the Issuer and consistent with all legal requirements. The Fiscal Officer shall cause to be furnished to the Original Purchaser a true transcript of proceedings had with reference to the issuance of the Project Bonds, certified by such Fiscal Officer, along with such information from such Fiscal Officer's records as is necessary to determine the regularity and validity of the issuance of said Bonds. At the. time of issuance, delivery of and payment for I the Project Bonds, the Bond Fund Payment shall be deposited from the purchase price for the Project Bonds into the Bond Fund. 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 Trustee a trust fund to be designated "Village of Dublin - Dale Properties Co. of South Florida Construction Fund" (herein called the "Construction Fund"). After deducting the Bond Fund Payment required by the preceding paragraph to be paid otherwise than to the Constuction Fund, the balance of the prOceeds of the Project Bonds shall be deposited in the Construction rund as the Loan to the Borrower provided for in the Agreement. Moneys in the Construction Fund shall be disbursed by the Trustee in accordance with the provisions of the Agreement, and the . - l7 - Trustee is hereby author ized anddi rectedto issue its check for each disbursement required by the provisions of the Agreement. The Issuer covenants and agrees promptly to take whatever action, if any, is necessary in approving and ordering all such disbursements. The moneys to the credit of the Construction Fund I shall, pending application thereof as above set forth, be subject to a lien and charge in favor of the holders of the Project Bonds, but only to the extent of their interest therein. Section 7. Source of Payment - Bond Fund. 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 Borrower directly to the Trustee for the account of the Issuer and deposited in the Bond Fund. Under the provisions of the Agreement, payments with respect to the Note received by the Trustee shall be deposited into the Bond Fund for the account of the Issuer and shall constitute Loan Payments. There is hereby created by the Issuer and ordered maintained, as a separatedepo~it account (except when invested as hereinafter provided) in the custody of the Trustee, a trust fund to be designated "Village of Dublin - Dale Properties co. of South Florida Revenue Bond Fund" (herein called the "Bond Fund"). The Bond Fund (and accounts therein provided for in the Indenture or 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 or by redemption or pursuant to any mandatory sinking fund requirements, all as I provided herein and in the Indenture and the Agreement, provided that no part thereof (other than any amounts paid as and for any mandatory sinking fund requirements, and except as may otherwise be provided for herein and in the Indenture or the Agreement) shall be used to redeem, prior to maturity, any Bonds. On or before each date when Bond service charges are due and payable, the Trustee shall transmit from moneys in the Bond Fund applicable thereto to any other Paying Agents, as appropriate, amounts sufficient to meet payments to be made by them of Bond service charges to be then due and payable; provided that to the extent that the amount needed by any other Paying Agent is not sufficiently predictable, the Trustee may make such credit arrangements with such Paying Agent so as to permit meeting such payments. . - 18 - There shall be deposited into the Bond Fund (and credited, if required by the Indenture or the Agreement, to appropriate accounts therein), as and when received, (a) all Loan Payments and (b) all other Pledged Receipts, except those amounts required by the Indenture or the Agreement to be deposited in the Construction Fund or any other separate insurance or condemnation proceeds account. I The Issuer hereby covenants and agrees that so long as any of the Bonds are outstanding it will deposit, or cause to be deposited, in the Bond Fund Pledged Receipts sufficient in time (but not less than one business day prior to the due date thereof) and amount (in immediately available funds) 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 Bonds are outstanding, it 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 Trustee and with the Bondholders to protect fully the rights and security of the Bondholders hereunder. 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. The Issuer covenants and agrees, whenever the moneys and investments in the Bond Fund (or otherwise held by the Trustee for such purpose) are sufficient in amount to redeem all of the Bonds then outstanding and to pay interest to accrue thereon to the date or dates of such redemption, to take and cause to be taken, at the direction of the Borrower, the necessary steps to redeem all of said Bonds on the next I succeeding redemption date or dates for which the required notice of call for redemption may be given. Section 8. Additional Bonds. At the request of the Borrower, if the Borrower is not then in default under the Agreement, the Issuer, to the extent permitted by law (including the Act) then. in effect and for purposes consistent with the Act, and with the ptior written consent of the leaders of the majority in aggregate principal amount of the Bonds at the time outstanding, shall use its best efforts to issue Additional Bonds from' time to time to provide loans to the Borrower for: (i) completion of the Project, including additional costs incurred in providing the Project, or (ii) the acquisition for the Project of additional real estate or interests therein, or repairs to the Project of a major nature arising from casualty or unanticipated conditions, or (iii) the acquisition, construction and installation of additional . - 19 - industrial, commercial, distribution or research facilities to be used in connection with the Project and to be located on the project Site, or to be used in connection with other facilities located within the boundaries of the Issuer which are owned in whole or in part by the Borrower, or any combination thereof, or (iv) refunding the project Bonds or anyone or more series of Additional Bonds, or (v) any combination of the foregoing; I provided, that the proceeds of any Additional Bonds shall, except to the extent issued for the purpose described in clause (iv), be used solely to pay permissible costs under the Act. Such Additional Bonds shall be on a parity with the Project Bonds and any Additional Bonds theretofore or thereafter issued. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required by Section 2.08 of the Indenture and (a) any necessary amendment of the Agreement to provide for increased Loan Payments so that the aggregate of the Loan Payments thereafter payable under the Agreement shall be sufficient in amount to make all required payments into the Bond Fund in order to pay when due Bond service charges on all Bonds then to be outstanding, and for all Additional Payments (as defined in the Agreement) by the Borrower under the provisions of the Agreement and the BOnd Legislation, and (b) either the opinion of nationally recognized bond counselor a ruling of the Internal Revenue Service of the United States Department of Treasury that the issuance of such series of Additional Bonds will not adversely affect the exemption from Federal income taxation of the interest paid or payable on any outstanding Bonds. Section 9. Covenants of Issuer. In addition to other covenants of the Issuer in this Bond Legislation and the Indenture contained, the Issuer further covenants and agrees as I 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 Bonds on the dates, at the places and in the manner provided herein, in the applicable Bond Legislation and in the Bonds and coupons. (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 Indenture and in any and every Bond executed, authenticated and delivered under" the Indenture, and in all proceedings of the Issuer pertaining to the Bonds, the Indenture or the Agreement. The Issuer warrants and covenants a . - 20 - 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 Indenture and the Agreement, to provide the secu~ity for payment of the Bond service charges in the manner and to the extent herein and in the Indenture set forth; that all actions on its part for the I issuance of the Project Bonds and execution and delivery of the Indenture and the Agreement have been or will be duly and effectively taken; and that the Project Bonds and the coupons pertaining thereto in the hands of the holders thereof will be valid and enforceable special obligations of the Issuer according to the terms thereof. Each provision of the Bond Legislation, Indenture, Agreement and Bonds is binding upon each such officer of the 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 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 provided in the Bond Legislation, Indenture and Agreement, the Issuer will not create or suffer to be created any debt, lien or charge thereon, or make any pledge or assignment of or create any debt, lien or charge thereon, 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 I Construction Fund, other than the pledge and assignment thereof under the Bond LegiSlation, Indenture and Agreement. (d) Recordings and Filin9s. The Issuer will cause (to the extent required by the laws of the State to perfect such instruments and/or the lien created thereby) the Mortgage and the Assignment, and any amendments or supplements to any of them, and 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 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 holders of the Bonds and the rights of the Trustee under the Indenture. (e) InsRection of Project Books. All books and documents in the Issuer's possession relating to the Project or . - 21 - the Pledged Receipts shall at all times be open to inspection by such accountants or other agents of the Trustee as the Trustee may from time to time designate. (f) List of Bondholders. To the extent that such information shall be made known to the Issuer under the terms of this paragraph, the Issuer will keep or arrange to have kept I on file at the corporate trust office of the Trustee a list of names and addresses of the last known holders of Bonds payable to bearer. Any Bondholder may in a writing addressed to the Issuer or Trustee request that his name and address be placed on said list, which request shall include a statement of the principal amount of Bonds held by such holder and shall identify, by number and series designation, such Bonds. Neither the Issuer nor the Trustee shall be under any responsiblity with regard to the accuracy of said. list. At reasonable times and under reasonable regulations established by the Trustee, said list may be inspected and copied by the Borrower, or by the holders (or a designated representative thereof) of twenty-five percent or more in principal amount of Bonds then outstanding, such holding and the authority of any such designated representative to be evidenced to the satisfaction of the Trustee. (g) Rights under Agreement. The Trustee, in its name or in the name of the Issuer, may, for and on behalf of the Bondholders, enforce all rights of the Issuer and all obligations of the Borrower under and pursuant to the Agreement, Note and Mortgage, whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. I (h) 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. (i) 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 purchaser, so that they will not constitute "arbitrage bonds" under Section 103(c) of the Code. The Fiscal Officer or any other officer having responsibility . . . . . - 22 - with respect to the issuance of the project Bonds, is authorized and directed, alone or in conjunction with any of the foregoing or with any other officer, employee, consultant or agent of the Legislative Authority, or any officer of the Borrower, and upon receipt of satisfactory indemnities, to give an appropriate certificate on behalf of the Issuer, for inclusion in the transcript of proceedings for the Project Bonds, setting forth the facts, estimates and circumstances and I reasonable expectations pertaining to said Section l03(c), of the Code. Section 10. Investment of Bond Fund and Construction Fund. Moneys in the Bond Fund and the Construction Fund shall be1nvested and reinvested by the Trustee in any Eligible Investments, in accordance with and subject to any written or oral orders of the Authorized Borrower Representative (as defined in the Agreement) with respect thereto, provided that investments of moneys in the Bond Fund shall mature or be redeemable at the option of the holder at the times and in the amounts necessary to provide moneys hereunder to pay Bond service charges as they fall due at stated maturity or by redemption or pursuant to any mandatory sinking fund requirements, and that each investment of moneys in the Construction Fund shall in any event mature or be redeemable at the option of the holder at such time as may be necessary to make timely payments from said Fund. Subject to any such orders with respect thereto, the Trustee 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 purchased from the Trustee. The Trustee shall sell or r;edeem 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 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 from such investment. The interest income from both the Construction Fund and Bond Fund shall be credited to the Bond Fund when received. For purposes of the Indenture and this Bond Legislation, such investments shall be valued at face amount or market value, whichever is less. The covenant contained in Section 4.5 of the Agreement shall apply to investments of moneys in the Bond Fund and Construction Fund. . .. . - 23 - Section 11. Indenture; Agreement and Assignment. In order better to secure the payment of the Bond service charges as the same shall become due and payable, Executive Officer is hereby authorized and directed to execute, acknowledge and deliver the Indenture, Agreemen.t, and Assignment in substantially the forms submitted to the Issuer, and to endorse upon the Note the assignment thereof to the Trustee, which I 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 officers executing the same. The approval of such changes by said officers, and that such are not sUbstantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Indenture, the Agreement, and the Assignment, respectively, and by endorsement of the Note, by such officers. This Bond Legislation shall constitute a part of the Indenture as therein provided and for a.ll purposes of said Indenture, including, without limitation thereto, application to this Bond Legislation of the provisions in the Indenture relating to amendment, modification and supplementation, and provisions for severability. Section 12. Other Documents. The Executive or the Fiscal Officer, or both, are hereby further authorized and directed to execute financing statements, other assignments and any other instruments as are, in the opinion of the bond counsel to the Issuer, necessary to perfect the pledges set forth in the Indenture and to consununate the transactions provided for in the Indenture and Agreement. The Executive and Fiscal Officer are also authorized to execute on behalf of the I Issuer an Official Statement with respect to the Project Bonds, if the Original Purchaser shall so request. Section 13. Compliance with Section l21.22,Ohio Revised Code. It is hereby found.and determined that all formal actions of this Le9islative 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 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 l21.22, Ohio Revised Code. Section 14. Prevailin9 Rates of Wages. All wages paid to laborers and mechanics employed on the Project shall be paid at the prevailing rates of wages of laborers and mechanics . I . " - 24 - for the class of work called for by the project, which wages shall be determined in accordance with the requirements of Chapter 41l5, Ohio Revised Code, for determination of prevailing wages, provided that should the Borrower or the Prime Lessee or any other nonpublic user beneficiary of the Project undertake, as part of the Project, construction to be performed by his or its regular collective bargaining unit I employees 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 Bonds then, in that event, the rate of pay provided under the collective bargaining agreement may be paid to such employees. Section 15. TempQrary project Bonds~ Pending the preparation of definitive Project Bonds, the Issuer may execute and the Trustee shall authenticate and deliver temporary project Bonds in printed or typewritten form. Temporary project Bonds shall be issuable in fully registered form, without coupons, of any denomination, and substantially in the form of the definitive Project Bonds but with such omissions, insertions and variations as may be appropriate for temporary Project Bond, all as may be determined by the Fiscal Officer, his execution of any such temporary Project Bonds to be conclusive evidence of his determinations as aforesaid. Every temporary Project Bond shall be executed on behalf of the Issuer, and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Project Bonds. If one or more temporary Project Bonds are issued, then without unnecessary delay the Issuer shall execute and furnish definitive Project Bonds and thereupon temporary Project Bonds may be surrendered I to the Trustee in exchange therefor without charge, and the Trustee shall authenticate and deliver in exchange for such temporary Project Bonds an equal aggregate principal amount of definitive Project Bonds. Until so exchanged the temporary Project Bonds shall be entitled to the same benefits under the Indenture as definitive Project BQnds. Section l6. Election b~ Issuer. The Issuer hereby elects with respect to the Project Bonds to be within the limitation imposed by the provision of Sections 103(b) (6) (0) and 103 (b) (6) (I) of the Code, and the Executive Officer or Fiscal Officer is hereby authorized and directed to perform any and all acts and provide such information as may be required by the Secretary of the Treasury, his delegate, or the Internal Revenue Service in order to implement such election. Section 17. Emergency Clause. This Ordinance is hereby declared to be an emergency measure necessary for the immediate preservation of the public peace, health or safety in . ~, ,v .... !Ill - 25 - the Village of Dublin, Ohio, the reason for such emergency being the urgent necessity to take such actions as will effectuate financing for Dale Property Co. of South Florida of their new commercial facilities and thus alleviate unemployment and provide additional tax revenues to the Village~ wherefore this Ordinance shall be in force immediately upon its adoption. I Village of Dublin, Ohio Adopted: J,1.J l' , 1980 By: (!~~. ~rt~ Mayor - Presiding Officer CERTIFICATE The undersigned Clerk of Council of the Village of Dublin, Ohio, hereby certifies that the foregoing is a true copy of Ordinance No. 0' -II), duly passed at a meetin9 of said Village Council on the 7th day of January, 1980, together with an extract of the minutes of such meeting to the extent pertinent to the adoption of such ordinance. ~..~ January ]L, 1980 Clerk of Councll, Vil-aqe~f Dublin, Ohio I .