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HomeMy WebLinkAbout23-80 Ordinance . ,).';'-..' ,., .'J ORDINANCE NO. 2~- B () .- AN ORDINANCE AUTHORIZING THE ISSUANCE OF $800,000 ECONOMIC DEVELOPMENT FIRST MORTGAGE REVENUE BONDS OF THE VILLAGE OF DUBLIN, OHIO, IN ORDER TO ASSIST THE OHIO SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS IN THE FINANCING OF COSTS OF NEW COMMERCIAL FACILITIES1 AUTHORIZING THE ISSUANCE OF ADDITIONAL BONDS1 PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SAID BONDS1 AUTHORIZING A LOAN AGREEMENT I WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID BONDS 1 AUTHORIZING A TRUST INDENTURE APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND FURTHER TO ';.i#'" SECURE THE PAYMENT OF SAID BONDS1 AND AUTHORIZING THE ASSIGNMENT BY THE VILLAGE OF A NOTE AND MORTGAGE1 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 165 of the Ohio Revised Code, and other authorities mentioned therein, authorized and empowered, among other things, (a) to issue revenue bonds in order to assist in the financing of costs of commercial facilities located within the boundaries of the Issuer, (b) to enter into an agreement with the user of such facilities providing for revenues, as defined in Section 165.01(1), 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 therein1 and WHEREAS, THE OHIO SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS is a non-profit corporation organized and existing under and by virtue of the laws of the State of Ohio1 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 $800,000, 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 herein and in the Indenture authorized herein1 -a , " '~l ~~ , 2 . NOW THEREFORE, BE IT ORDAINED by the Council of the Village of Dublin, Ohio: Section 1. Definitions. In addition to the words and terms elsewhere defined in this Bond Legislation or in the Agreement 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 inten~: "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 March 1, 1980, 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 March 1, 1980, from the Issuer to the Trustee. "Bonds" means the Project Bonds and any Additional Bonds issued and to be issued pursuant to the Indenture. "Bond Fund" means the Bond Fund created by Section 7 hereof. I "Bond Fund Payment" means as to the Project Bonds 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 and 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. "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. ! . . 'I' I' 3 . "Bond Legislation" means this ordinance authorizing 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 I 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 The Ohio Society of Certified Public Accountants, a non-profit corporation 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 similar import hereafter enacted, (iii) any corresponding provisions of any subsequent Internal Revenue Code, and (iv) the regulations promulgated under the provisions described in (i i) and (iii). "Construction Fund" means the Construction Fund created by Section 6 hereof. I "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 statutory notice of deficiency by the Internal Revenue Service as a result of the limitations prescribed by Section 103 (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) 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 . ',I' '" ,'-' 4 . 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 I 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 America1 (ii) obligations issued or guaranteed by any state or political subdivision thereof rated A or higher by Moody's Investors Service, Inc. or by Standard & Poor's Corporation, both of New York, New York, or their successorS1 (iii) open market commercial or finance paper of any corporation having a net worth in excess of $100,000,000 and which is rated either P-1 or A-lor an equivalent by Moody's Investors Service, Inc. or Standard & Poor's Corporation, both .of New York, New York, or their successorS1 (iv) investments due within 12 months in certificates of deposit issued by, or bankers' acceptances of, the Trustee, or of banks or trust companies organized under 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 America1 and (vi) bank repurchase agreements, including the Trustee's, fully secured by obligations of the type specified in (i) above 1 provided that any such investment or deposit is not prohibited by law. "Event of Taxability" means the occurrence of I 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. "Executive" means the City Manager of the Issuer. "Fiscal Officer" means the Director of Finance of the Issuer. a ',1' '" .' 5 . "Indenture" means the Trust Indenture, provided for in Section 11 hereof, between the Issuer .nd the Trustee, dated as of March 1, 1980, including this Bond Legislation as part 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 March and September and, as to Additional Bonds, the date or dates identified as such ,in the Bond Legislation authorizing such Additional Bonds. "Legislative Authority" means the Council of the Issuer. "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 may hereafter be amended or supplemented, in repayment of the Loan. "Mandatory Redemption Date" means March 1, 1985 and March 1 of each year thereafter to and including March 1, 1999, and as to any Additional Bonds, the date or dates specified in the applicable Bond Legislation on which such Additional Bonds are to be retired pursuant to mandatory sinking fund requirements. As appropriate, the maturity date denoting a particular series of Project Bonds shall be used in conjunction I with the term "Mandatory Redemption Date". "Mandatory sinking fund requirements" means amounts required by any Bond Legislation to be deposited in the Bond Fund for the purpose of retiring, on a specified date, principal maturities of Bonds which by their terms are due and payable, if not called for prior redemption, at a subsequent date. "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 March 1, 1980, and any amendment and supplements thereto. "Note or "Notes" means the Promissory Note of even date herewith constituting an unconditional promise of the a ',1' '., ..' J 6 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: I (a) As to the Issuer: Village of Dublin, Ohio Town Hall 129 South High Street Dublin, Ohio 43017 Attention: Mayor (b) As to the Trustee: Bank One Trust Company, N.A. 100 East Broad Street Columbus, Ohio 43215 Attention: Corporate Trust Department (c) As to the Borrower: The Ohio Society of Certified Public Accountants 6161 Busch Blvd. Columbus, Ohio 43229 Attention: Executive Director or such different address notice of which is given under Section 9.04 hereof, but no such notice shall thereby be required to be sent to more than two addresses. I "Original purchaser" means, as to the Project Bonds, collectively the persons who are purchasing the Bonds, 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 "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 datel (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 a ',I,' ", I" I 7 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 I 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 (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 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, contr~lled 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. I 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 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, ....... '." ", I', . 8 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 (iv) the Mortgage. I "Person", whether or not appearing with initial capitalization, means natural persons, firms, associations, corporations and public bodies. "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 all moneys deposited in the Construction Fund and (d) the income and profit from the investment of the Loan Payments, any other moneys held by the Trustee under the Indenture, and the moneys deposited in the Construction Fund. "Project" 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 I 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 " Economic Development First Mortgage Revenue Bonds (The Ohio Society of Certified Public Accountants - 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 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 Bonds7 and "fully registered Bonds" means Bonds without coupons registered as to both principal and interest. .& . '" '" ". . 9 "State" means the State of Ohio. "Trustee" means the Trustee at the time serving under the Indenture, originally Bank One Trust Company, N.A., Columbus, Ohio, as Trustee, and any successor Tr.ustee as determined or designated under or pursuant to the Indenture. I 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. Any reference to a section or provision of the Ohio Constitution or the Act or to a section, provision or chapter of the Ohio Revised Code shall include such section or provision or chapter as from time to time amended, modified, revised, supplemented, or superseded, provided, however, that no such change in the Constitution or laws (a) shall alter the obligation to pay the Bond service charges in the amounts and manner, at the times, and from the sources provided in the Bond Legislation 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. I 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 (b) the Project is a "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. .. , " . . 10 Section 3. Authorization and Terms of Pro ect Bonds. It is hereby determ ne to e necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act, $'00,000 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 I equipping the Project and the Project Site to be owned by the Borrower and used by the Borrower for the Project Purposes, including costs incidental thereto and to the financing thereof. Said Project Bonds shall be designated "Economic Development First Mortgage Revenue Bonds (The Ohio Society of Certified Public Accountants - 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. The Project Bonds shall in~~i'i1y 2l~i~d in fully reg istered form and shall be dated B 11 1:.., . The Project Bonds shall be in the denomination of $1,000 each and any integral multiple thereof, shall be numbered from R-1 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 form shall be dated as of the date of its delivery or exchange; provided that if at the time of authentication of any fully registered I 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 per annum indicated in the schedule below, payable semiannually on March 1 and September 1 of each year, commencing September 1, 1980. The Project Bonds shall mature in accordance with the schedule below. In the eventcthe 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 at any time in whole at a redemption price of 100% of the principal amount thereof plus accrued interest to the 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 .. . , '" '. " 11 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 this paragraph, and no separate notice from the Issuer to the Trustee shall be required. The Project Bonds are also subject to special I 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 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 optional redemption by the Issuer, at the direction of the Borrower, prior to stated maturity, at any time, in whole, at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date if and when interest on the Project Bonds shall have become subject to Federal income tax because of a Determination of Taxability. Any such redemption shall be made not more than 180 days following the date of the Determination of Taxability (excluding any final I 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 103(b) (8) of the Code). If the Borrower does not direct the Issuer to redeem the Project Bonds within 180 days following the date of the Determination of Taxability, the interest rate on the Project Bonds shall be increased to 10.50% per annum for the period (which period shall commence retroactively to the date of the Event of Taxability) as of which interest on the Project Bonds become taxable to the date of maturity. 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 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. a " . . , 12 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 the Borrower on or after September 1, 1980, or on any Interest Payment Date thereafter at a redemption price equal to lOOt of the principal amount thereof, plus accrued interest to the redemption date. I The Project Bonds maturing March 1, 2000, are also subject to mandatory redemption selected by lot by the Trustee prior to maturity on March 1, 1985, and on each March 1 thereafter until and including March 1, 1999, at lOOt of the principal amount thereof, plus accrued interest to the date of redemption in the principal amounts set forth in the schedule below. Principal Amount Subject to Year Ending Mandatory Stated Interest March 1 Redemption Maturity. Rate 1985 $80,000 7.00t 1986 20,000 7.00t 1987 20,000 7.00t 1988 20,000 7.00t 1989 25,000 7.00t 1990 25,000 7.00t 1991 25,000 7.00t 1992 30,000 7.00t 1993 30,000 7.00t 1994 35,000 7.00t 1995 35,000 7.00% I 1996 40,000 7.00t 1997 45,000 7.00t 1998 45,000 7.00t 1999 50,000 7.00% 2000. $275,000 7.00% 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 $1,000 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 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 \ a " , ~, '" . 13 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. I 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 $1,000 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 redemption are payable, shall be given by the Trustee on behalf of the Issuer by mailing a copy of the redemption notice by first class mail at least thirty (30) 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. 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. 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. I The Project Bonds shall be executed by the Executive and Fiscal Officer of the Issuer, provided that either or both of such signatures may be facsimiles. Section 4. Terms of all Bonds. All Bonds shall bear such designation as may be necessary to distinguish them from Bonds of any other ser,ies. Bond service charges on all Bonds 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 within the 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. .. '. , , . '" \ 14 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 AssignmentJ 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 effectJ 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 obligations of the'Indenture, the Bond Legislation or any of the Bonds. . " , , . " ", . 15 . Section 6. Sale of Project Bonds and Allocation of Purchase Price. The Executive and Fiscal Officer are each 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 100' 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 I 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 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 I as hereinafter provided) in the custody of the Trustee a trust fund to be designated "Village of Dublin - CPAs 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 Fund 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 Trustee is hereby authorized and directed to 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 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. . I' , ' ~ , 16 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 I for the account of the Issuer and shall constitute Loan Payments. - 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 - CPAs 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 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; I 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. 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. As and for the mandatory sinking fund requirements for the retirement, by mandatory redemption pursuant to Section 3 hereof, of the Project Bonds, the aggregate of the Loan Payments specified in Section 2.1 of the Agreement which is to be deposited in the Bond Fund on or before each Loan Payment Date (as defined in the Agreement) shall include amounts sufficient to redeem (less the amount of any credit as provided - \ ' . ' , . 17 in the next following paragraph) on each corresponding Mandatory Redemption Date the principal amount of Project Bonds set opposite the appropriate year as follows: Principal Amount Year Ending Subject to Mandatory March 1 Redemption I 1985 $80,000 1986 20,000 1987 20,000 1988 20,000 1989 25,000 1990 25,000 1991 25,000 1992 30,000 1993 30,000 1994 35,000 1995 35,000 1996 40,000 1997 45,000 1998 45,000 1999 50,000 2000 (Matur i ty) 275,000 . For the purpose of effecting said mandatory redemption the Trustee, on behalf of the Issuer and withQut necessity for further action by the Issuer or the Borrower, shall cause to be redeemed, in the manner provided in Section 3 hereof, on each Mandatory Redemption Date such aggregate principal amount of the Project Bonds as equals the mandatory sinking fund requirements as provided for above in this Section 7 for the I applicable Mandatory Redemption Date. Project Bonds called for redemption pursuant to the mandatory sinking fund redemption provisions hereof shall be called by lot. At its option, to be exercised on or before the forty-fifth day preceding any Mandatory Redemption Date, the Issuer, or the Borrower on behalf of the Issuer, may (a) deliver to the Trustee for cancellation Project Bonds in any aggregate principal amount, with, if coupon Bonds, all unmatured coupons attached, or (b) receive a credit against the current mandatory sinking fund requirement (and corresponding mandatory redemption obligation) of the Issuer under the preceding paragraph for any Project Bonds which prior to such date have been redeemed (other than through the operation of the mandatory sinking fund requirements provided for in this Section) or purchased for cancellation and cancelled by the Trustee and not theretofore applied as a credit against any mandatory sinking fund requirement (and corresponding mandatory - " , ' 18 redemption obligation) under said preceding paragraph. Each Project Bond so delivered or previously redeemed or purchased for cancellation shall be credited by the Trustee at 100% of the principal amount thereof against the respective mandatory sinking fund requirement (and corresponding mandatory redemption obligation) of the Issuer on such Mandatory Redemption Date, and any excess of such amount shall be credited against future mandatory sinking fund requirements I (and corresponding mandatory redemption obligations) in chronological order. The Issuer, or the Borrower on behalf of the Issuer, will on or before the forty-fifth day preceding each Mandatory Redemption Date furnish the Trustee with a certificate, signed by the Fiscal Officer, or by the Authorized Company Representative (as defined in the Agreement), stating the extent to which the provisions of (a) and (b) of the first sentence of this paragraph are to be availed of with respect to such mandatory sinking fund requirement (and corresponding mandatory redemption obligation) for such Mandatory Redemption Date1 unless such certificate is so timely furnished to the Trustee, such requirement and obligation provided for in the preceding paragraph shall not be reduced. 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 and amount to pay the Bond service charges as the same become due and payable, and to this end the Issuer covenants and agrees that, so long as any 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 I 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 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 ~ , ' . ' " 19 (including the Act) then in effect and for purposes consistent with the Act, 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 I or unanticipated conditions, or (iii) the acquisition, construction and installation of additional 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 foregoing1 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 I 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 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. t~-"", I ' < i - ~ . " . , 20 (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 I 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 security 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 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 enfor~eable 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. I (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 Construction Fund, other than the pledge and assignment thereof under the Bond Legislation, Indenture and Agreement. (d) Recordings and Filings. 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 4 ~ . . . ' \ 21 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) Inspection of Project Books. All books and documents in the Issuer's possession relating to the Project or I 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 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 11st 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 I 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. (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 wi11 restrict the use of the proceeds of the Project Bonds in such manner and - \ ' ( , " 22 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 with respect to the issuance of the Project Bonds, is authorized and directed, alone or in conjunction with any of I 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 reasonable expectations pertaining to said Section 103(c), of the Code. Section 10. Investment of Bond Fund and Construction Fund. Moneys in the Bond Fund and the Construction Fund shall be invested and reinvested by the Trustee in any Eligible Investments, in accordance with and subject to any 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 I therefrom in Eligible Investments maturing or redeemable as aforesaid. Any such investments may be purchased from the Trustee. The Trustee shall sell or redeem investments standing to the credit of the Bond Fund to produce sufficient moneys hereunder at the times required for the purpose of paying Bond service charges when due as 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 and income from such investment. 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. .. , . t . 23 Section 11. IndentureJ Agreement and Assignment. In order better to secure the payment of the Bond service charges as the same shall become due and payable, any officer or officers of the Legislative Authority are hereby authorized and directed to execute, acknowledge and deliver the Indenture, Agreement, and Assignment in substantially the forms submitted to the Issuer, and to endorse upon the Note the assignment I thereof to the Trustee, which instruments are hereby approved, with such changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by the Act and approved by the 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, r~spectively, and by endorsement of the Note, by such officers. This Bond Legislation shall constitute a part of the Indenture as therein provided and for all 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 consummate 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 121.22, Ohio Revised Code. It is hereby found and determined that all formal actions of this Legislative Authority concerning and relating to the passage of this Bond LegiSlation were taken in an open meeting of this Legislative Authority, and that all deliberations of this LegiSlative Authority and of its committees, if any, that resulted in such formal action, were taken in meetings open to the public, in full compliance with applicable legal requirements, inCluding Section 121.22, Ohio Revised Code. Section 14. Prevailing Rates of Wages. All wages paid to laborers and mechanics employed on the Proj~ct shall be paid at the prevailing rates of wages of laborers and mechanics for the class of work called for by the Project, which wages .. . ~ ' ( . 24 . shall be determined in accordance with the requirements of Chapter 4115, Ohio Revised Code, for determination of prevailing wages, provided that should the Borrower 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 employees who are covered under a collective bargaining agreement which was in existence I 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. Temporary 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 to the Trustee in exchange therefor without charge, and the Trustee shall authenticate and deliver in exchange for such I 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 Bonds. 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 the Village of Dublin, Ohio, the reason for such emergency being the urgent necessity to take such actions as will effectuate financing for The Ohio Society of Certified Public Accountants of their new commercial facilities and thus - ./ ~ . " . .. . 25 alleviate unemployment and provide additional tax revenues to the Village, wherefore this Ordinance shall be in force immediately upon its adoption. VILLAGE OF DUBLIN, OHIO I Adopted: ti.l1 I' , 1980 By: (!Cl/fffi~ ~~ -' Lkody Mayor Attest: 4~ /(11--. Clerk of Count! .. Iftr-J,lIf Approved as to form . Director of Law I - .... - - . ~I. . . t · . -J 26 . CERTIFICATE The undersigned Clerk of Council of the Village of Dublin, Ohio, hereby certifies that the foregoing is a true copy of Ordinance No. 21 -80, duly passed at a meeting of said Council on the ~ day of February, 1980, together with an extract of the minutes of such meeting to the extent I pertinent to the adoption of such ordinance. ~.P: ~/,(r February ~, 1980 .J )1,1,; C1er 0 CouncIl, age of Dublin, Ohio - I ~ra