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Home My WebLink About10-80 Ordinance . . 3~ ~ I 't:j8~ .. . ~SO . , I An ordinance authorizing the issuance of $500,000 Library Building Mortgage Revenue Bonds of The Village of Dublin, Ohio for the purpose of acquiring, by purchase and construction, real and personal property comprising a library facility to be used as a free public library located within the Village, for lease and sale thereof to the Board of Trustees of the Public Library of Columbus and Franklin County, Ohio, in order to provide and render free library services to I the inhabitants of the Village; authorizing the acceptance of certain interests in personal property; authorizing the lease and subsequent sale of such library facility to the Board of Trustees of the Public Library of Columbus and Franklin County; authorizing the issuance of additional Library Building Mortgage Revenue Bonds; providing for the pledge of revenues for the payment of said Bonds; authorizing an Indenture of Mortgage appropriate for the protection and disposition of such revenues and to further secure the payment of principal and interest of such Bonds; and declaring an emergency. WHEREAS, the Village of Dublin, Ohio (herein called the "Issuer") is a municipal corporation and political subdivision in and of the State of Ohio, and by virtue of the Constitution and the laws of the State of Ohio, including Article XVIII, Section 3 of the Constitution of Ohio and Sections 717.01 and 721.22 of the Ohio Revised Code, is authorized and empowered, among other things, (a) to acquire; by purchase or construction, real and personal property comprising a library facility within the boundaries of the Issuer, for lease and subsequent sale, upon certain determination by the Legislat.ive Authority of the Issuer heretofore made and herein confirmed, (b) to issue revenue bonds of the Issuer for the purpose of paying the costs of such purchase and construction and financing costs, (c) to secure such revenue bonds by an indenture of mortgage between the Issuer and a corporate trustee, I including therein the pledge and assignment of revenues from the sale or lease of such facility to the payment of such revenue bonds and the granting of a mortgage on such facility for the benefit of the bondholders, and (d) to enact this Bond Legislation and enter into the Indenture and the Lease herein- after identified, upon the terms and conditions provided therein; and WHEREAS, the Board of Trustees of the Public Library of Columbus and Franklin County is a county library district duly organized and validly existing under the laws of the State of Ohio; and WHEREAS, the Legislative Authority of the Issuer has heretofore found and determined, and does hereby confirm that (a) the property to be acquired, by purchase and construction, with the proceeds of the Bonds here- in authorized will be a suitable library facility and (b) that the lease and subsequent sale of said library facility to the Board of Trustees of the Public Library of Columbus and Franklin County, (hereinafter called the "Lessee") will enable the Lessee to provide and render the public library services to the inhabitants of the Issuer; and 1 ~ . , . , WHEREAS, the Legislative Authority of the Issuer has heretofore found and determined, and does hereby confirm, that the welfare of the inhabi- tants of the Issuer will be benefited by the leasing of said library facility ~ (hereinafter called the "Project"), and that the Project will not be required by the Issuer for its other public purposes and should be leased, and the Issuer has entered into negotiations with the Lessee whereby it has been determined that the Project should be leased for the purpose and upon the terms and conditions provided in the Lease hereinafter identified, and the Issuer through its Legislative Authority and the Lessee have jointly and I severally found and determined, and the Legislative Authority does hereby confirm, that the leasing of the Project as so provided will promote the welfare of the inhabitants of the Issuer, and that such leasing is authorized by and will be consistent with the Constitution and the laws of the State of Ohio, particularly Article XVIII, Section 3 of the Constitution, and Sections 717.01 and 721.22 of the Ohio Revised Code; and WHEREAS, it has been estimated and is determined by the Legislative Authority that the amount necessary to finance the cost of the Project, in- cluding necessary expenses incidental thereto, will require the issuance, sale and delivery of Project Bonds in the principal amount of $500,000 as hereinafter provided, and hereafter may require the Issuer's best efforts to issue, sell and deliver Additional Bonds on a parity therewith, as here- inafter described, at such time or from time to time as may be required under the provisions of Sections land 8 of this Bond Legislation, all of which Project Bonds and Additional Bonds are equally and ratably payable from and secured by a pledge and assignment of the revenues to be derived from the lease and sale of the Project and further secured by an indenture of mortgage hereinafter provided for between the Issuer and a Trustee; NOW, THEREFORE, BE IT ORDAINED, by the Council of the Village of Dublin, Ohio: SECTION 1. Authorization of $500,000 Library Building Mortgage Revenue Bonds. It is hereby determined to be necessary to, and the Issuer I shall, issue, sell and deliver, as provided herein, $500,000 principal amount of Project Bonds, pursuant to the authority of Article XVIII, Section 3 of the Constitution of Ohio and Sections 717.01 and 721.22 of the Ohio Revised Code, for the purpose of acquiring, by purchase and construction, real and personal property, comprising a library facility located within the boun- daries of the Issuer to be used as a free public library, in order to provide and render free library services to the inhabitants of the Issuer. Said Project Bonds shall be designated Library Building Mortgage Revenue Bonds (Board of Trustees of the Public Library of Columbus and Franklin County - Lessee). .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. SECTION 2. De.finitions. In addition to the words and terms else- where defined in the Bond Legislation, the following words and terms as used in 2. .At. , this Bond Legislation and in the Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent: - "Additional Bonds" means the Library Building Mortgage Revenue Bonds of the Issuer issued under Section 8 of the Bond Legislation for the Project Bonds. "Authorized Lessee Representative" means the person at the time designated to act on behalf of the Lessee by written certificate furnished I to Issuer and Trustee, containing the specimen signature of such person and signed on behalf of the Lessee by the President or a Vice President of the Lessee. Such certificate may designate an alternate or alternates. "Bond" or "Bonds" means the Project Bonds and Additional Bonds. "Bond Fund" or "Village of Dublin, Ohio - Library Building Hort- gage Revenue Bond Fund" means the Bond principal and interest fund created by Section 7 hereof. "Bondholder" or "holder" means the bearer of any Bond not registered as to principal or registered to bearer and the registered holder of any Bond registered as to principal, and holder when used with reference to a coupon shall mean the bearer of the coupon. "Bond Legislation" means for the Project Bonds of the Issuer this ordinance, and when used in connection with Additional Bonds or to re- late to Bonds when Additional Bonds are outstanding shall mean or include, as the case may be, the ordinance or other legislation providing for the issuance of such Additional Bonds but only to the extent consistent with this ordinance, all as the same may be amended, modified or supplemented by any amendments or modifications thereof and supplements thereto entered into in accordance with the provisions of the Indenture. "Code" means the Internal Revenue Code of 1954, as amended. I "Construction Fund" or "Village of Dublin, Ohio - Library Building Construction Fund" means the fund created by Section 6 hereof. "Coupon" means any of the coupons issued hereunder evidencing the installments of interest on the applicable Bond or Bonds. , "Executive" means the City Manager of the Issuer; "Fiscal Officer" means the Director of Finance of the Issuer; and "Legal Officer" means the Director of Law of the Issuer. "Indenture" means the Indenture of Mortgage between the Issuer and the Trustee, dated as of January 1, 1980, including this Bond Legislation as part thereof, as the 'same may be amended, modified or supplemented by any amendments or modifications thereof and supplements thereto entered into in accordance with the provisions thereof. \ 3 ~ , . "Issuer" means The Village of Dublin, Ohio, a municipal corpor- ation and political subdivision in and of the State of Ohio, and its lawful - successors. "Lease .. means the instrument leasing the Project, executed by and between the Issuer and the Lessee, dated as of January 1, 1980, and any amend- ments or supplements thereto entered into pursuant to Section 11.6 thereof or for the purpose of complying with Section 8 of this Bond Legislation. I "Legislative Authority" means the Council of the Issuer and any officer, board, commission or other body which hereafter succeeds, by oper- ation of law, to the powers and duties of such Council. "Lessee" means the Board of Trustees of the Public Library of Col- umbus and Franklin County, a county library district duly organized and validly existing under the laws of the State of Ohio and its lawful successors and assigns. "Original Purchaser" means, as to the Project Bonds, The Ohio Company, and as to Additional Bonds the person or persons identified in the agreement or agreements to purchase such Additional Bonds. The term "outstanding Bonds" or "Bonds outstanding" means all Bonds which have been authenticated and delivered by the Trustee under the Inden- ture except: (a) Bonds cancelled or held in safekeeping by the Trustee on surrender, exchange or transfer or cancelled because of payment or redemption; (b) Bonds for the payment or redemption of which sufficient cash funds shall have been theretofore deposited 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. the Indenture; provided that if such I 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 (c) Bonds in lieu of which others have been authenticated under Section 2.0~ of the Indenture. "Person" means natural persons, firms, associations, corporations and public bodies. "Project" means the land and interests therein, buildings, struc- tures, machinery, equipment and other facilities from time to time leased under the Lease and any amendments or supplements to the Lease. "Project Bonds" means the $500,000 Library Building Mortgage Revenue Bonds, identified in Section 1 of the Bond Legislation. \ 4 ... , "Trustee" means BancOhio National Bank, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor trustee at the time serving as successor trustee under the Indenture. SECTION 3. Terms for the Project Bonds. The Project Bonds shall be initially issued in coupon or fully registered form, or both, as may be requested by the Original Purchaser and shall be exchangeable for fully I registered 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 and shall be registrable as to principal. Project Bonds in fully registered form shall be in the denomination of $5,000 and any integral multiple thereof requested by the Bondholder and shall be of a single maturity of the same series; provided, that the Fiscal Officer with 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. Project Bonds shall be numbered from 1 to 100, inclusive, in the case of coupon Project Bonds, and from R-l upwards in the case of Project Bonds in fully registered form, and the coupon Project Bonds shall be dated as of January 1, 1980. Each Project Bond in fully registered form 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 or if authen- ticated prior to the first payment of interest on such 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. The Project Bonds shall bear interest from their respective dates at the rate of seven and one-half percentum (7-1/2%) per annum, payable I semiannually on July 1 and January 1 of each year, beginning July 1, 1980. The Project Bonds shall mature on January 1, 1995. The Project Bonds are callable for redemption prior to maturity in whole in the event of exercise by the Lessee of its option to purchase the Project as provided in Section 10.2 of the Lease. If called for redemp- tion in such event, the Project Bonds shall be subject to redemption by the Issuer on any interest payment date at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date. Unless redeemed pursuant to the preceding paragraph: (a) on any inter- est payment date on or after January 1, 1989, or (b) at any time in the event of an election by the Lessee pursuant to Section 10.6 of the Lease, the Project Bonds are also subject to redemption, in whole or in part, prior to maturity, by the Issuer at the direction of the Lessee, at the redemption prices (expressed as percentages of the principal amount thereof) set forth below, plus accrued interest to the redemption date: 5 a - Redemption Period Redemption Price Through December 31, 1988 102.5% January 1, 19S9 through December 31, 1989 102% I January 1, 1990 through December 31, 1990 101.5% January 1, 1991 through December 31, 1991 101% January 1, 1992' through December 31, 1992 100.5% January 1, 1993 and thereafter 100% The Project Bonds are also subject to redemption pursuant to the sinking fund requirements provided in Section 7 of this Bond Legisla- tion on January 1, 1981 and on each January 1 thereafter to and including January 1, 1994 at 100% of the principal amount thereof plus accrued interest to the redemption date. If less than all of the Project Bonds outstanding are to be called, the selection of such Project Bonds or portions of fully registered bonds 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 the Project Bonds, identifying by designation, letters, number, or other distinguishing marks the Project Bonds (in amounts of $5,000 or an 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 places where the amounts due upon such redemption are payable, shall be given by at least two publications by the Trustee on behalf of the Issuer in a newspaper or financial journal of general circulation in the I City of Columbus, Ohio, the first such publication to be not less than thirty days prior to the redemption date, and in the case of the redemp- tion of Project Bonds at the time in coupon form registered as to prin- cipal (except to bearer) or in fully registered form, by mailing a copy of the redemption notice by registered or certified mail at least thirty- five days prior to the date fixed for redemption to the registe~~d owner of each Project Bond to be redeemed at the address shown on the regis- tration books; provided, however, that failure to give such notice by mailing, or any defect in such notice, shall not affect the validity of any proceedings for the redemption of the Project Bonds. If all of the Project Bonds to be redeemed are at that time in coupon form registered as to principal (except to bearer), or in fully registered form, notice by registered or certified mail to the holder or holders thereof not less 6 ~ . than thirty days prior to the date fixed for redemption shall be suffi- cient~ and published notice of the call for redemption need not be given. - The holder or holders of Bonds may waive such notice in writing~ and in such event~ no notice of any kind need be given with respect to the Bonds of such holder or holders to be so redeemed. If~ because of the temporary or permanent suspension of the general circulation of newspapers or financial journals in the City of I Columbus~ Ohio~ 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. Principal of, and premium, if any, and interest on the Project Bonds in coupon form shall be payable, without deduction for services as paying agent~ at the corporate trust office of the Trustee, presently BancOhio National Bank; the principal of and premium, if any, on coupon bonds registered as to principal (except to bearer) and fully registered Bonds shall be payable, without deduction for such services, at the corpor- ate trust office of the Trustee, subject to the provisions of the Indenture; and interest on fully registered Bonds shall be payable as contemplated by the Indenture. The Project Bonds shall be executed by the Executive and the Fiscal Officer of the Issuer, provided that all of such signatures may be facsimiles, and shall bear the seal of the Executive or a facsimile thereof, and the interest coupons thereon shall bear the facsimile signature of the Fiscal Officer. SECTION 4. Terms of All Bonds. Each series of Bonds shall bear such designations as may be necessary to distinguish it from other series of Bonds. All Bonds shall be payable as to principal, premium, if any, and interest in lawful.money of the United States, I shall be in coupon form registrable as to principal or in fully regis- tered form as provided in the Bond Legislation authorizing them or in the Indenture, shall be negotiable instruments and shall express on their face the purpose for which they are issued and such other statements or legends as may be required by law. " - 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 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 redemption of all Bonds shall be given in the manner provided in Section 3 hereof. If Bonds or portions of Bonds in fully registered form are duly called for redemption and if on such - 7 .. redemption date moneys for the redemption of all the Bonds to be redeemed, together with 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 Bonds in fully registered form shall cease to bear interest and any coupons for interest thereon maturing subsequent to the redemption date shall be void. As provided herein, the Bonds shall be equally and ratably pay- able solely from the Bond Fund and secured by a pledge of said Bond Fund I and the revenues and other income, charges and moneys derived from the lease, sale or other disposition of the Project payable into the Bond Fund as herein provided, and further secured by the Indenture; and anything in the Bond Legislation, the Bonds or the Indenture to the contrary notwith- standing, neither the Bond Legislation, the Bonds, nor the Indenture shall constitute a debt or a pledge of the faith and credit of the Issuer, and the Bonds shall contain on the face thereof a statement to the effect that the Bonds are not obligations of the Issuer but are payable solely from the aforesaid sources pledged to their payment; provided, however, that nothing herein shall be deemed to prohibit the Issuer, of its own volition, from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment of any of the terms, conditions or obliga- tions of the Indenture, the Bond Legislation or any of the Bonds. SECTION 5. Sale of the Project Bonds. The Executive and Fiscal Officer of the Issuer are hereby authorized and directed to offer for sale the Project Bonds to the Original Purchaser for purchase by the Original Purchaser at a price of $975.00 for each $1,000.00 of Principal amount thereof, together with accrued interest on the authorized amount of the Pro- ject Bonds from the date thereof to the date of delivery of the Project Bonds to the Original Purchas~r and payment therefor, in accordance with the terms and provisions of this Bond Legislation, and to make the neces- sary arrangements on behalf of the Issuer with the Original Purchaser to establish the date, location, procedure and conditions for the delivery of I the Project Bonds to the Original Purchaser. The Executive and Fiscal Offi- cer 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 price and the interest rates 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 requiremen~s. SECTION 6. Allocation of Bond Proceeds - Bond and Construction Funds. There shall be deposited into the Bond Fund all accrued interest re- ceived upon the sale of the Project Bonds. In the event of the issuance of Additional Bonds, there shall be deposited in the Bond Fund any portion of the proceeds of such Additional Bonds which when added to the amount of such accrued interest as is received upon sale of such Additional Bonds is equal to the amount of interest payable on such Additional Bonds between the res- pective dates of any such Additional Bonds and such date (if any) as may be specified in the Bond Legislation authorizing the Additional Bonds. 8- ~ ~ There is hereby created by the Issuer and ordered maintained as a separate trust account with the Trustee a trust fund in the name of the Issuer to .be designated "Village of Dublin, Ohio - Library Building Construction Fund" (which is sometimes herein referred to as the "Construc- tion Fund"). After deducting such sums as are required by the preceding paragraph to be paid other than to the Construction Fund, the balance of I the proceeds of the Project Bonds and of any Additional Bonds shall be deposited in the Construction Fund. Moneys in the Construction Fund shall be invested pursuant to Section 3.9 of the Lease and disbursed in accordance with the provisions of the Lease. The Issuer covenants and agrees to take all necessary and appro- priate action promptly in approving and ordering all such disbursements. The Trustee is hereby authorized and directed to make any such disbursement from the Construction Fund in accordance with the provisions of the Lease. SECTION 7. Source of Payment - Bond Fund. The Project has been authorized to be leased under the Lease and the rent payments provided in the first two paragraphs of Section 4.3 of the Lease are to be remitted directly to the Trustee for the account of the Issuer and deposited in the Bond Fund. The rent payments under said first two paragraphs are sufficient in amount to pay the principal of and premium, if any, and interest on the Bonds, and the entire amount of said rent payments is pledged to the payment of the principal of and premium, if any, and interest on the Bonds. Under the terms of the Lease, the Lessee additionally has agreed to assume and pay all necessary expenses which the Issuer is required to incur for the Project. The Lessee is to be allowed a credit against rental payments otherwise due under said first two paragraphs of Section 4.3 of the Lease equal to such '. amounts as may be paid directly to the Trustee by any sublessee of the Project. There is hereby created by the Issuer and ordered maintained, as a I separate trust account with the Trustee, a trust fund to be designated "Village of Dublin, Ohio - Library Building Mortgage Revenue Bond Fund" (sometimes re- ferred to herein as the "Bond Fund"), which shall be used to pay the interest on, the principal and any redemption premiums with respect to the Bonds. In addition to the amounts specified to be deposited in t,he Bond Fund in Section 6 of this Bond Legislation, there shall be deposited into the Bond Fund, as and when received, (a) all rent payments specified in the first two paragraphs of Section 4.3 of the Lease; and (b) all other moneys received by the Trustee under and pursuant to any of the provisions of the Lease or otherwise which are to be paid into the Bond Fund. As and for the sinking fund requirements for the retirement of the Project Bonds, but subjec~ to the next following paragraph, the aggregate of the rental payments specified in Section 4.3 of the 'Lease which are to be deposited in the Bond Fund shall be sufficient to redeem (after credit as provided below) on January 1, in each of the years as set forth below the following 'principal amount of Project Bonds: 9 ~a Principal Principal Year Amoun t Year Amoun t 1981 $20,000 1988 $30,000 1982 20,000 1989 35,000 ,I 1983 20,000 1990 35,000 1984 25,000 1991 40,000 1985 25,000 1992 40,000 1986 30,000 1993 45,000 1987 30,000 1994 50,000 At its option to be exercised on or before the forty-fifth day next preceding any January 1 in the years from 1981 to 1994, both inclusive, the Issuer or the Lessee on behalf of the Issuer may (a) deliver to the Trustee for cancellation Project Bonds in any aggregate principal amount desired, with all unmatured coupons attached (if coupon Bonds) or (b) receive a credit in respect of the redemption obligation of the Issuer under the next preceding paragraph of this Section for any Project Bonds which prior to such date have been redeemed (other than through the operation of the sinking fund requirements of the Bond Fund) or delivered to the Trustee for cancellation and not theretofore applied as a credit against any manda- tory redemption obligation. Each Project Bond so delivered or previously redeemed shall be credited by the Trustee at 100% of the principal amount thereof against the obligation of the Issuer on such redemption date, and the principal amount of the Project Bonds to be redeemed by operation of the sinking fund requirements of the Bond Fund shall be accordingly reduced. The Issuer or the Lessee on behalf of the Issuer will on or before the forty-fifth day next preceding each January 1 in the years 1981 to 1994, both inclusive, furnish the Trustee with a certificate, signed by the Fiscal I Officer or by the Authorized Lessee Representative, indicating whether or not and to what extent the provisions of (a) and (b) of the next preceding paragraph are to be availed of with respect to such sinking fund payment. The Issuer shall redeem in the manner provided in Section 3 of the Bond Legislation and in the Indenture such an aggregate principal amount of Project Bonds at 100% of the principal amount thereof, plus accrued interest to the redemption date, as will exhaust such rental payments deposited in the Bond Fund as and for sinking fund requirements as nearly as practicable. The Issuer hereby covenants and agrees that so long as any of the Bonds issued hereunder are outstanding it will deposit, or cause to be deposited, in the Bond Fund sufficient sums of rentals, revenues and other income, charges and moneys derived from the lease, rental, sale or other disposition of the Project (whether or not under and pursuant to the Lease) promptly to meet and pay the principal of and premium, if any, and interest on the Bonds as the same become due and payable, and to this end the Issuer covenants and agrees that, so long as any Bonds issued here- 10 - , under are outstanding, it will diligently and promptly proceed in good faith and use its best efforts to cause the Project to be continuously --:; and efficiently leased as a revenue and income producing undertaking, and that, should there be a default under the Lease with the result that the right of possession of the Project under the Lease is returned to the Is- suer, the Issuer shall fully cooperate with the Trustee and with the Bond- . holders to the end of fully protecting the rights and security of the Bond- holders and shall diligently and promptly proceed in good faith and use its I best efforts to secure another tenant for the Project to the end that at all times sufficient revenues and receipts will be derived from the Project to meet and pay the principal of and interest on the Bonds as the same be- come due and payable. Nothing herein shall be construed as requiring the Issuer to operate the Project or to use any funds or revenues from any source other than funds and revenues derived from the Project. Moneys in the Bond Fund shall be used solely for the payment of the principal of and premium, if any, and interest on the Bonds; provided, that no part of said rental payments in the Bond Fund (other than any amounts paid as and for sinking fund requirements for mandatory redemption of Pro- ject Bonds or Additional Bonds, as may be provided in the Bond Legislation authorizing such Additional Bonds, or in connection with the payment of Bonds upon acceleration of the maturity thereof) shall be used to redeem, prior to maturity, any part of the Bonds outstanding except as expressly provided in this Section 7 or in Section 3 of this Bond Legislation. Whenever the amount in the Bond Fund, from any source whatsoever, is sufficient to redeem all of the Bonds outstanding hereunder and to pay interest to accrue thereon prior to such redemption, the Issuer covenants and agrees, at the request of the Lessee, to take and cause to be taken the necessary steps to redeem all of said Bonds on the next succeeding redemp- tion date for which the required redemption notice may be given or on such later redemption date as may be specified by the Lessee. I Nothing in this Bond Legislation is intended to prevent the Lessee from delivering moneys to the Trustee pursuant to the second para- graph of Section 8.5 of the Lease for purchase or redemption of Bonds in accordance with that paragraph. As therein provided such moneys shall not be considered the payment or prepayment of rent. SECTION 8. Additional Bonds. The Issuer, at the wriiten request of the Lessee, to the extent permitted by law in effect at the time thereof, and without jeopardy to the tax exempt status of .the Project Bonds shall use its best efforts to issue Additional Bonds from time to time for the pur- pose of (1) refunding anyone or more series of Bonds; (ii) providing for the acquisition of additional lands or interests therein within the boundaries of the Issuer; (iii) making repairs of a major nature arising from casualty or unanticipated condi~~ons; or (iv) completing, acquiring, constructing or improving buildings, structures, facilities, machinery or equipment, all to be used in connection with the Project and to be located on the Leased Land as defined in the Lease, including amendments thereto, or any combination of 11 .. . . the foregoing, on a parity with the Project Bonds and any Additional Bonds theretofore or thereafter issued and payable from the Bond Fund, provided that before any Addit.ional,Bonds are authenticated there is delivered to the-:: Trustee the items required by the Indenture and (a) the deed transferring to the Issuer, subject only to Permitted Encumbrances as defined in the Lease, marketable title to any additional real estate and interests therein necessary in connection with the portion of the Project to be financed from the proceeds of the Additional Bonds and the certificate of an Independent Engineer, as that term is defined in the Lease, that any real estate and interests therein con- I veyed by the deed together with other real estate and interests therein then owned by the Issuer as a part of the Project is all of the real estate and interests therein necessary to the ownership and operation of the Project; (b) any necessary amendment of the Lease to provide for: (x) increased rents so that the aggregate of the rents thereafter payable under the Lease as amended shall be sufficient in amount to make all required payments into the Bond Fund in order to pay, or redeem at or prior to maturity, all Bonds then to be outstanding, including interest and premium, if any, thereon, and to pay all other charges required to be paid from such rents under the provi- sions of the Lease as amended and this Bond Legislation and all Bond Legisla- tion authorizing Additional Bonds; and (y) the leasing by the Lessor and the inclusion within the word "Project" as defined in the Lease, of the real estate and interests therein conveyed by the deed referred to in subsection (a) of this Section and the buildings, structures and facilities and the machinery, equipment and related property to be acquired by purchase or construction from the proceeds of the Additional Bonds; provided further, that the proceeds of any Additional Bonds shall be used solely to pay the costs of such completion, acquisition (including acquisition of lands or interests therein), construction or improvement, including expenses incidental thereto, or to refund Bonds, and to pay interest on such Additional Bonds from the date thereof to the estimated date of final expenditure of the proceeds of the Additional Bonds or such earlier date, if any, as is specified in the Bond Legislation authorizing such Additional Bonds. I Such Additional Bonds shall be in such principal amounts, shall be dated, shall bear interest at such rate or rates, shall be subject to redemp- tion at such times and prices, and shall mature in such years as the Bond Legislation authorizing the issuance thereof shall fix and determine, and shall be deposited with the Trustee for authentication and delivery. SECTION 9. Covenants of Issuer. In addition to the "other covenants of the Issuer in this Bond Legislation and the Indenture contained, the Issuer further covenants with the Bondholders and the Trustee as follows: (a) Payment of Principal and Interest. The Issuer will, solely from the sources herein provided, pay the principal of and premium, if any, and interest on every Bond on the dates and at the places and in the manner mentioned in the Bonds or in the coupons thereto appertaining, respectively, according to the true 'intent and meaning thereof. (b) Performance of Covenants, Authority and Actions. The Issuer covenants that it will faithfully observe and perform at all times all 12 I ~ . . agreements, covenants, undertakings, stipulations and provisions contained in the Bond Legislation, the Indenture, the Lease and in any and every Bond executed, authenticated and delivered under the Indenture and in all pro- -:- ceedings of its Legislative Authority pertaining to the Bonds or the lease of the Project. The Issuer covenants that it is duly authorized by the Constitution and the laws of the State of Ohio, particularly and without limitation Section 3 of Article XVIII, Ohio Constitution, and Sections 717.01 and 721.22, Ohio Revised Code, to execute the Lease, to issue the Bonds authorized hereby and to execute the Indenture, and to pledge the I rentals, revenues and other income, charges and moneys derived from the lease, sale or other disposition of the Project in the manner and to the I extent herein and in the Indenture set forth; that all actions on its part for the issuance of the Project Bonds and execution and delivery of the Lease and the Indenture have been duly and effectively taken and, if Additional Bonds are issued pursuant hereto, will be duly taken as provided herein and in the Indenture, and that the Bonds in the hands of the holders and owners thereof are and will be vaiid and enforceable obligations of the Issuer according to the terms thereof. All of the obligations and duties of the Issuer and its officers in its behalf, under the Lease, Bond Legislation and the Indenture are hereby established as duties specifically enjoined by law and resulting from an office, trust or station of the Issuer and its officers within the meaning of Section 2731.01, Ohio Revised Code. , , (c) Title to Project Properties. The Issuer covenants that it is or will be upon delivery of the Project Bonds, the owner of good and marketable title in fee simple to the Leased Land, as defined in the Lease, free and clear of liens and encumbrances other than Permitted Encumbrances, as defined in the Lease, and upon delivery of the Project Bonds will have good right, full power, and lawful authority to pledge and assign the rent- als, revenues and other income, charges and moneys from the lease, sale or other disposition of the Project and to mortgage the Project as herein and in the Indenture provided. I Prior to the first January l.following the Completion Date (as de- fined in the Lease), and prior to each January 1 thereafter, the Issuer will deliver to the Trustee an opinion of counsel, who may be counsel for the Issuer or for the Lessee, addressed to the Trustee stating that no filing, registration or recording and no refiling, reregistration or rerecording of any instrument is necessary during the twelve calendar months immediately succeeding the date of such opinion in order to comply with this Section, or if such filing, registration or recording or refiling, reregistration or re- recording is necessary, setting forth the requirements in respect thereto. Promptly after any filing, recording, refiling or rerecording of any finan- cing statement or amendment thereto, continuation statement or instrument of similar character relating to any of the pledges made in the Bond Legis- lation or the Indenture, or any filing, registration, recording, refiling, reregistration or rerecording of the Lease or Indenture, or any amendment or supplement thereto, the'Issuer will deliver to the Trustee an opinion of counsel, who may be counsel for the Issuer or for the Lessee, to the effect that such filing, registration, recording, refiling, reregistration or re- recording has been duly accomplished and setting forth the particulars thereof. 13 \. .. . , (d) Maintenance of Lien. Except as otherwise provided in the Bond Legislation, Indenture and Lease, the Issuer will not sell or other- wise dispose of all or any part of the Project or create or suffer to be '" created any debt, lien or charge thereon other than the mortgage under the Bond Legislation and Indenture, or make any pledge or assignment of or create any lien or encumbrance upon the rentals, revenues and other income, charges and moneys derived from the lease, sale or other disposition of the Project other than the pledge and assignment thereof under the Bond Legisla- tion and Indenture. I (e) Payment of Taxes, Charges, Etc. Pursuant to and subject to the provisions of Section 5.3 of the Lease, the Lessee has agreed to pay all lawful taxes, assessments and charges at any time lawfully levied or assessed upon or against the Project, or any part thereof; provided, how- ever, that nothing contained in this Section shall require the payment of any such taxes, assessments or charges if the same are not required to be paid under the provisions of Section 5.3 of the Lease. (f) Maintenance and Repair. Pursuant to and subject to the pro- visions of Section 5.1 of the Lease, the Lessee has agreed at its own ex- pense to cause the Project to be kept in good repair and good operating condition, and the Lessee may, at its own expense, from time to time under- take additions, remodeling, modifications and improvements to the Project under the terms and conditions set forth in Section 5.1 of the Lease. (g) Public Records. The Issuer covenants that it will cause the Lease and the Indenture and any amendments or supplements to either and all necessary financing statements, amendments thereto, continuation statements and instruments of similar character relating to the pledges made by it to secure the Bonds, to be recorded and filed in such manner and in such places as may be 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. (h) Inspection of Project Books. The Issuer covenants and agrees I that all books and documents in its possession or control relating to the Project and the revenues derived from the Project shall at all times be open to inspection by such accountants or other agents as the Trustee may from time to time designate. (i) List of Bondholders. To the extent that such information shall be made known to the Issuer under the terms of this sub-section, it will keep on file at the corporate trust office of the Trustee a list of names and addresses of the last known holders of all Bonds payable to bearer and belieyed to be held by each of such last known holders. Any Bondholder may request that his name and address be placed on said list by filing a written request with the Issuer or with the Trustee, which request shall include a statement of the principal amount of Bonds held by such holder and the designation, l~tters or number of such Bonds. The Issuer and the Trustee shall be under no responsibility with regard to the accuracy of said list. Atre,asonable times and under reasonable regulations established by the Trustee, said list may be inspected and copied by the Lessee or by -- 14 .. holders or owners, or combination thereof, (or a designated representative thereof) of twenty-five per cent or more in principal amount of Bonds then outstanding, such ownership and the authority of any such designated repre- sentative to be evidenced to the satisfaction of the Trustee. (j) Rights under Lease. The Lease, duly executed counterparts of which upon delivery of the Project Bonds will have been filed with the Trustee, sets forth the covenants and obligations of the Issuer and the I Lessee, including a provision in Section 11.6 thereof that subsequent to the issuance of Project Bonds and prior to payment of the Bonds in full or provision for payment thereof in accordance with the provisions hereof and of the Indenture, the Lease may not be effectively amended, changed, modi- fied, altered, or terminated (other than as provided therein or herein) without the prior written consent of the Trustee, and reference is hereby made to the Lease for a detailed statement of said covenants and obligations of the Lessee under the Lease, and the Issuer agrees that the Trustee in its name or in the name of the Issuer may enforce all rights of the Issuer and all obligations of the Lessee under and pursuant to the Lease for and on behalf of the Bondholders, whether or not the Issuer is in default of the enforcement of such rights and obligations. (k) Maintenance of Lease. The Issuer covenants that it shall do all things on its part necessary to maintain the Lease in effect in accord- ance with the terms thereof and will take all actions necessary to enforce and protect the rights of the Issuer under the Lease, including actions at law and in equity, as may be appropriate. (1) Investment of Bond Fund Moneys. Any moneys held as a part of the Bond Fund shall at the written or oral request of the Authorized Lessee Representative be invested or reinvested by the Trustee in: (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 of America pursuant to I authority granted by Congress, (ii) certificates of deposit of banks or trust companies, including the Trustee, organized under the laws of the United States of America or any state thereof, which are fully collater- alized by a pledge of obligations described in clause (i) hereof or of such an institution which has a combined capital and surplus of at least $25,000,000 in dollars of the United States of America (including any in- vestments in pools of deposits owned by the Trustee), and (iii) repurchase agreements with banks or trust companies, including the Trustee, secured by obligations described in (i) of this paragraph. The type, amount and maturity (which shall be such so that the moneys invested will be avail- able to make payments from the Bond Fund in accordance with the provisions of the Bond Legislation) of such investments shall be as specified by said Authorized Lessee Representative. Any such investment made by the Trustee may be purchased from the Trustee, and such investments shall be held by or under the control of the Trustee and shall be deemed at all times a part of the Bond Fund, and the interest accruing thereon and any profit realized 15 .. -. . , . therefrom shall be credited to the Bond Fund and any loss resulting from such investments shall be charged to the Bond Fund. The Trustee shall sell and reduce to cash a sufficient portion of investments under the provisions of this Section whenever the cash balance in the Bond Fund is insufficient to pay the current interest and principal requirements of the Bonds. The deposit of any moneys in the Bond Fund may be evidenced by certificates of deposit of the Trustee, as specified by said Authorized Lessee Representative. The covenant contained in Section 3.9 of the Lease shall apply to investments of Bond Fund moneys. I SECTION 10. Lease. In order to provide free library services to the inhabitants of the Issuer and to secure the payment of the principal of and interest on the Bonds, the Executive and the Fiscal Officer are author- ized and directed to accept certain interests in personal property and to execute, acknowledge and deliver, as may be appropriate, in the name and on behalf. of the Issuer, as lessor, a lease of the Project to the Lessee, as lessee, which lease is herein identified as and called the Lease, in the form submitted to this Legislative Authority, which is hereby approved in all respects; and the Acting Clerk of Council of this Legislative Authority is hereby directed to insert a copy thereof, in the form submitted to this meeting and approved hereby, in the record of proceedings of this Legisla- tive Authority with the minutes of this meeting and to certify thereon that the same is the form of Lease so submitted to this Legislative Authority and approved by this Bond Legislation and identified herein as the Lease. SECTION 11. Indenture. In order to better secure the payment of the principal of and interest on the Bonds, the Executive and the Fiscal Officer are authorized and directed to execute, acknowledge and deliver, as may be appropriate, in the name and on behalf of the Issuer, an Indenture of Mortgage, herein identified as and called the Indenture, in the form sub- mitted to this Legislative Authority, which is hereby approved in all respects; and the Acting Clerk of Council of this Legislative Authority is hereby directed to insert a copy thereof, in the form submitted to this meeting and I approved hereby, in the record of proceedings of this Legislative Authority with the minutes of this meeting and to certify thereon that the same is the .form of Indenture so submitted to this Legislative Authority and approved by this Bond Legislation and identified herein as the Indenture. This Bond Legislation shall constitute a part of the Indenture as therein provided and for all purposes of the Indenture, including the provisions thereof relating to supplemental indentures and to the separability of provisions of the Indenture. Either the Executive or the Fiscal Officer shall also execute and deliver such financing statements as may be necessary to evidence the liens applicable to the Project or any part thereof and to the rentals and other revenues to be derived therefrom. SECTION 12. Arbitrage. The Issuer hereby covenants that it will restrict the use of the proceeds of the Project Bonds in such manner and to such extent as may be necessary, in view of reasonable expectations at the time of issuance of the Project Bonds, so that the Project Bonds will not constitute "arbitrage bonds" under Section 103(c) of the Code 16 . - , , f . , . and regulations prescribed under such Section. The Executive or any officer of the Issuer having responsibility with respect to issuance of the Project Bonds is hereby authorized and directed to give an appropriate certificate for inclusion in the transcript of proceedings with respect to the Project Bonds, upon receipt of appropriate assurances in writing from the Lessee, setting forth the facts, estimates and reasonable expectations pertinent under said Section 103(c) and regulations prescribed under such Section. I SECTION 13. Sunshine Law. This Legislative Authority hereby finds and determines that all formal actions taken relative to the adoption of this ordinance were taken in an open meeting of this Legislative Autho- rity, and that all deliberations of this Legislative Authority and of its committees, if any, which resulted in formal action, were taken in meetings open to the public, in full compliance with applicable legal requirements, including Section 121.22 of the Ohio Revised Code. SECTION 14. Official Statement. The Executive or Fiscal Officer of the Issuer is hereby authorized to execute on behalf of the Issuer an appropriate Official Statement with respect to the Project Bonds, if the Original Purchaser shall so request, upon receipt of such indemnification from the Lessee as the Legal Officer shall deem sufficient. SECTION 15. Emergency. This Bond Legislation is hereby deter- mined to be an emergency measure, the immediate passage of which is necessary for the preservation of the public peace, health, safety or welfare and for the further reason that this Bond Legislation must be immediately effective so that commencement of the acquisition and construction of the facility above described can be begun as soon as possible in order that the Issuer and its residents may enjoy the benefits of expanded free library services at the earliest time; wherefore, this Bond Legislation shall be in full force and effect immediately after its passage. I Passed: January 21, 1980 (!~~---: ~ 4~4~ Mayor ' ~ Attest:~~ l2~ a.rJ1~ Acting Clerk of Council Vice Mayor 17 - 1~ t.... ,. tt::> -1.:> JAN 2 1 1980 CERTIFICATE I hereby certify that the Council of The Village of Dublin, Ohio met in regular session on the 21st day of January, 1980; that Mr. , -t~~ I moved. the adoption of the attached ordinance; that Mr. ~') seconded said motion; that the vote upon adoption of said ordinance was: Ayes: ? 0 Nos: ; and that the attached ordinance is a true and correct copy of an ordinance adopted by the Council of The Village of Dublin, Ohio on the aforementioned date. Date: January.tL, 1980 ~ ~ Richard Termeer Acting Clerk of Council The Village of Dublin, Ohio I a.