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HomeMy WebLinkAbout52-84 Ordinance - . ORDINANCE NO. '>7-84 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $950,000 INDUSTRIAL DEVELOPMENT FIRST MORT- GAGE REVENUE BONDS (REMARKS, INC. PROJECT) OF THE VILLAGE OF DUBLIN, OHIO, IN ORDER TO ASSIST S.G.D. COMPANY IN THE FINANCING OF COSTS OF ACQUIRING, CONSTRUCTING, RENOVATING, IMPROVING AND EQUIPPING A COMMERCIAL AND DISTRIBUTION FACILITY; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SAID BONDS; AUTHORIZING A LOAN AGREEMENT WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID BONDS; AUTHORIZING ASSIGNMENTS OF SAID VILLAGE'S INTEREST IN SAID LOAN AGREEMENT AND THE NOTE FROM S.G.D. COMPANY MADE AND DELIVERED PURSUANT TO SAID LOAN AGREEMENT; AUTHORIZING A BOND PURCHASE AGREEMENT; DECLARING AN EMERGENCY; AND FOR RELATED PURPOSES. WHEREAS, the Village of Dublin, Ohio (hereinafter called the "Issuer"), a municipal corporation 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 industrial, commercial, distribution and research facilities located within the boundaries of the Issuer, (b) to enter into an agreement with the owner of such facilities providing for reve- nues, 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 pledge and assignment of such revenues, as provided for herein, and (d) to enact this Bond Legislation and enter into the Agree- ment and the Bond Purchase Agreement (both as hereinafter defined) upon the terms and conditions provided therein; and WHEREAS, S.G.D. Company will own the Project (as here- inafter defined) comprising an industrial and commercial facility to be acquired, constructed, renovated, improved and equipped and located within the boundaries of the Issuer; and WHEREAS, a public hearing, following reasonable public notice, was held prior to the consideration of this Ordinance to consider the Project and the issuance of the project Bonds (as hereinafter defined) in compliance with the requirements of Section 103(k)(2) of the Internal Revenue Code of 1954, as amended; and WHEREAS, the Issuer has caused a Notice of Intent to have been filed with the Department of Development of the State in accordance with Ohio Executive Order No. 84-39, and pursuant thereto the State has allocated a portion of its ceiling for "private activity bonds" in accordance with Ohio Executive Order No. 84-39 and Section 103(n) of the Internal Revenue Code of 1954, as amended, in an amount equal to the aggregate principal amount of the Project Bonds; and WHEREAS, it is hereby determined by this Legislative Authority that the acquisition, construction, renovation, improvement and equipping of the Project, including the financing thereof, requires the issuance, sale and delivery of the Project Bonds in the original principal amount of Nine Hundred Fifty Thousand Dollars ($950,000); NOW, THEREFORE, BE IT ORDAINED by the Village Council of the Village of Dublin, Ohio: Section 1. Definitions. In addition to the words and terms elsewhere defined in this Bond Legislation or in the Agree- ment and used herein as defined words and terms, the following words and terms as used in this Bond Legislation shall have the following meanings, unless the context or use clearly indicates another or different meaning or intent: "Act" means Chapter 165 of the Ohio Revised Code, enacted and amended pursuant to Section 13 of Article VIII and other provisions of the Ohio Constitution. "Agreement" means the Loan Agreement, dated as of October 1, 1984, between the Issuer and the Company, provided for in Section 9 hereof. "Bond Fund" means the "Village of Dublin, Ohio - S.G.D. Company Revenue Bond Account" created by Section 6 hereof. "Bond Fund Holder" means, as of any point in time, BANCOHIO NATIONAL BANK, Columbus, Ohio, or its successors so designated by the Issuer as the depository at which the Bond Fund and the Construction Fund (as hereinafter defined) are estab- lished. "Bond Fund Payment" means an amount equal to the interest accrued on the Project Bonds from their date to the date of their delivery to the original Bondholder for purchase and the Bondholder's payment therefor. "Bondholder" means, as of any point in time, BANCOHIO NATIONAL BANK, Columbus, Ohio, or its successor or assign, as the registered holder of the Project Bonds. "Bond Legislation" means this ordinance, as the same may from time to time be duly amended, modified or supplemented. -2- "Bond Purchase Agreement" means the Bond Purchase Agreement, dated as of October 1, 1984, among the Issuer, the Company and the Bondholder, provided for in Section 9 hereof. "Bond Service Charges" means, for any time period, the principal, interest and redemption premium, if any, required to be paid by the Issuer on the Project Bonds for such time period. "Clerk" means the person at the time incumbent in the office of Clerk of the Legislative Authority, or in the event of the death, disability or absence of such person, then the person duly authorized and legally empowered to perform the duties of such office in such event. "Company" means S.G.D. Company, an Ohio general part- nership, and its successors and assigns. "Conditional Assignment of Leases" means the Condi- tional Assignment of Leases, Rents, Issues and Profits, dated as of October 1, 1984, granted by the Company to the Bondholder as additional security for the payment of the Project Bonds. "Construction Fund" means the "Village of Dublin, Ohio - S.G.D. Company Construction Account" created by Section 5 hereof. "Date of Taxability" means the date as of which all or any part of the interest on the Project Bonds is first required to be included for Federal income tax purposes in the gross income of any Bondholder by reason of the occurrence of any cir- cumstance on the basis of which a Determination of Taxability shall have been made. "Determination of Taxability" means the receipt by any Bondholder of a notice of delivery, a private letter ruling or technical advice memorandum by the Internal Revenue Service, or a written opinion by an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds selected by such Bondholder and approved by the Company (which approval shall not be unreasonably withheld), to the effect that all or any part of the interest on the Project Bonds is includable for Federal income tax purposes in the gross income of any Bondholder (other than because such Bondholder is a "substantial user" of the Project or a "related person" thereto, as those terms are used in Section lO3(b) of the Internal Revenue Code}. "Eligible Investments" means ( i ) obligations issued or guaranteed by the United States or by any person controlled or supervised by and acting as an instrumentality of the United States pursuant to the authority granted by Congress; (ii) obli- gations issued or guaranteed by any state or political subdivi- sion thereof rated A or higher by Moody's Investors Service, Inc. -3- or by Standard & Poor's Corporation, both of New York, New York, or their successors; (iii) commercial or finance paper which is rated either P-l or A-lor an equivalent by Moody's Investors Service, Inc. or Standard & Poor's Corporation, both of New York, New York, or their successors; (iv) bankers' acceptances drawn on and accepted by commercial banks, including those of the Bond- holder and any commercial bank affiliated with the Bondholder; (v) certificates of deposit of banks or trust companies, includ- ing the Bondholder and any commercial bank affiliated with the Bondholder, organized under the laws of the United States of America or any state thereof, which, except for the Bondholder and any commercial bank affiliated with the Bondholder, must have a reported capital and surplus of at least $25,000,000 in dollars of the United States of America; and (vi) repurchase agreements fully secured by obligations of the type specified in (i) above, including repurchase agreements of the Bondholder or any commer- cial bank affiliated with the Bondholder; provided that any such investment or deposit is not prohibited by law. "Executive Officer" means the person at the time incum- bent in the office of Village Manager of the Issuer, or in the event of the death, disability or absence of such person, then the person duly authorized and legally empowered to perform the duties of such office in such event. "Fiscal Officer" means the person at the time incumbent in the office of Finance Director of the Issuer, or in the event of the death, disability or absence of such person, then the person duly authorized and legally empowered to perform the duties of such office in such event. "Guarantor" means Remarks, Inc., an Ohio corporation, and its successors and assigns under the Guaranty. "Guaranty" means the Unconditional Guaranty Agreement, dated as of October 1, 1984, made by the Guarantor and accepted by the Bondholder. "Interest Payment Date" means a date on which an inter- est payment is due on the Project Bonds. "Internal Revenue Code" means the Internal Revenue Code of 1954, as amended, and the existing and proposed Regulations promulgated thereunder. "Legal Officer" means the person at the time incumbent in the office of Law Director of the Issuer, or in the event of the death, disability or absence of such person, then the person duly authorized and legally empowered to perform the duties of such office in such event. -4- "Legislative Authority" means the Village Council of the Issuer. "Loan" means the loan by the Issuer to the Company of the proceeds from the sale of the Project Bonds to the Bond- hold er, after deducting the Borrl Fund Payment. "Loan Payments" means the amounts required to be paid by the provisions of Section 2.1 of the Agreement in repayment of the Loan. "Mortgage" means the Open-End Mortgage arrl Security Agreement, dated as of October 1, 1984, granted by the Company to the Borrl hold er arrl creating a first mortgage lien on, arrl a first secur i ty interest in, the real and personal property comprising the Project. "Note" means the Promissory Note e~ecu ted by the Company and delivered to and payable to the order of the Issuer, constituting an uncorrlitional promise of the Company to repay the Loan, which Note is to be initially executed and delivered in substantially the form and upon the terms attached as Exhibit A to the Agreement. "Person", whether or not appearing with initial capitalization, means natural persons, firms, associations, cor- porations, partnerships, other business entities arrl public boo ies. "Pledged Receipts" means (a) the Loan Payments, includ- ing the payments of principal of and interest and any premium on the Note, (b) all other moneys received by the Issuer or the Bondholder for the account of the Issuer pursuant to the Agree- ment or with respect to the Loan, (c) the proceed s of the Project Bond s, incltrl ing the moneys d eposi ted in the Construction Fund, (d) any money s d epos i ted in the Bond Fund , and (e) any money s constituting income arrl profit from the investment of the moneys d epos i too in the Bond Fund and the Construction Fund. "Prime Rate" means the rate of interest per annum announced from time to time by BANCOHIO NATIONAL BANK as its prime rate of interest at its principal office in Col umbus, Oh i 0 , which rate shall be subject to change without notice, with any such change in such rate being effective on the date of such change. "Project" means the real and personal property consist- ing of a commercial and distribution facility as more fully described in Exhibit B attached to the Agreement, acquired , con- structed , renovated , improved and equipped by the Company. -5- "Project Bonds" means the Bonds authorized in Section 3 hereof and designated "Village of Dubl in, Ohio Ind ustrial Development First Mortgage Revenue Bonds (Remarks, Inc. Pro- ject)", issued by the Issuer pursuant to this Bond Legislation in the original aggregate principal amount of Nine Hundred Fifty Thousand Dollars ($950,000). "Project Purposes" means the purposes of a commercial and distribution facility as described in the Act. "state" means the State of Ohio. "Termination Date" means October 1, 1996, subject to earlier termination as provided in the Agreement or herein. 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 responsi- bilities pursuant to or by operation of law. Any reference herein to a section or provision of the Ohio Constitution, the Act or the Internal Revenue Code 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 supersed ed; provid ed, however, that no such change in the Constitution, laws or regulations (a) shall alter the obligation to pay the Bond Service Charges in the amounts and manner, at the times, and from the sources provided in the Bond Legislation, except as otherwise herein permitted, or (b) shall be deemed applicable by reason of this provision if such change would in any way constitute an impairment of the rights of the Issuer, the Company or the Bondholder under the Agreement. References herein to any document or documents are and shall be references to such document or documents as the same may from time to time be duly modified, amended, supplemented, renewed or extend ed in accord ance wi th the terms thereof. Unless the context shall otherwise indicate, words of the masculine gender shall be deemed and construed to include correlative word s of the feminine and neuter genders, word s importing the singular number shall include the plural number, and vice versa, and the terms "hereof", "hereby", "hereto", "hereunder", and similar terms, means this Bond Legislation. Section 2. Determinations of Legislative Authority. The Legislative Authority hereby determines: (a) that the real and personal property acquired, constructed, renovated, improved and equipped by the Company by purchase through the Loan is useful to the Project, and the utilization of such -6- property in the creation and location of the Pro- ject 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 jobs and employment opportunities and promoting the industrial, commercial and economic development of the Issuer and the State. Section 3. Authorization and Terms of Project Bonds. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act, the project Bonds for the purpose of making a loan to assist the Company in the financing of costs of acquiring, constructing, renovating, improving and equipping the Project for the Project Purposes, including but not limited to costs incidental thereto and to the financing thereof. The Project Bonds shall be designated "Village of Dublin, Ohio Industrial Development First Mortgage Revenue Bonds (Remarks, Inc. Project}". The Project Bonds shall be initially issued as one (1) fully registered bond numbered R-l and dated as of the date of its delivery to the initial Bondholder. The project Bonds shall be subject to the terms and in substantially the form of Exhibit A attached hereto, made a part hereof and incorporated herein by reference. In the event of transfer of the Project Bond, at the request of the transferee and upon surrender of the Project Bond to the Fiscal Officer, the Issuer shall execute and deliver to the transferee a new Project Bond registered in the name of the transferee, in the principal amount equal to the outstanding principal amount of the Project Bond surrendered and dated as qf the date to which interest has been paid on the project Bond surrendered. Subsequent Project Bonds shall be numbered from R-2 upwards. The Project Bonds shall mature on October 1, 1996, and shall otherwise be subject to the terms for interest, additional interest, redemption, payment and place of payment as set forth in said Exhibit A. Bond Service Charges on the Project Bonds shall be payable in lawful money of the united States of America by check or draft mailed or delivered to the Bondholder at its principal office by the Bond Fund Holder, without deduction for services of any paying agent, and without presentation of the Project Bonds by the Bondholder to the Bond Fund Holder, except presentation shall be required where a payment or prepayment of principal will discharge all indebtedness of the Issuer evidenced by the project Bonds. -7- The Project Bonds shall be executed by the Executive Officer and the Fiscal Officer and shall bear the seal of the Issuer or a facsimile thereof. In case any officer whose signa- ture shall appear on the Project Bonds shall cease to be such officer before the issuance or delivery of the Project Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time. The Project Bonds shall express on their face the purpose for which they are issued and such other statements or legends as may be required by law. So long as the Project Bonds remain outstanding, the Issuer will cause to be maintained and kept, by and at the office of the Fiscal Officer, books for the registration and transfer of the Project Bonds. The Project Bonds shall be negotiable instru- ments within the meaning of Chapter 165 of the Ohio Revised Code, subject to applicable provisions for registration, and shall be transferred in accordance with applicable securities laws. The Project Bonds may be transferred only upon the books kept for the registration and transfer of the Project Bonds, upon surrender thereof at the office of the Fiscal Officer together with an assignment duly executed by the registered holder thereof, or its duly authorized attorney, in such form as shall be satisfactory to the Fiscal Officer. Upon the transfer of the Project Bond and upon request of the Fiscal Officer, the Issuer shall execute in the name of the transferee a new fully registered Project Bond, such execution on behalf of the Issuer to be by the Executive Officer and by the Fiscal Officer and to bear the seal of the Issuer or any facsimile thereof. The Issuer and the Fiscal Officer may make a charge for every such transfer of the Project Bonds sufficient to reimburse them for any tax, fee or other governmenta~ charge required to be paid with respect to such transfer and to reimburse them for other costs and expenses incurred by them in connection with such transfer, and such charge or charges shall be paid before any such new Project Bond shall be delivered. In the event a Project Bond is mutilated, lost, wrong- fully taken or destroyed, the Issuer shall execute in the name of the registered holder of such mutilated, lost, wrongfully taken or destroyed Project Bond a new fully registered Project Bond of like date and upon like terms as that mutilated, lost, wrongfully taken or destroyed, such execution on behalf of the Issuer to be by the Executive Officer and the Fiscal Officer and to bear the seal of the Issuer or a facsimile thereof; provided, however, that, in the case of any mutilated Project Bond, such mutilated Project Bond shall first be surrendered to the Fiscal Officer, and in the case of any lost, wrongully taken or destroyed Project Bond, there shall first be furnished to the Fiscal Officer and to the Company evidence of such loss, wrongful taking or destruction satisfactory to the Fiscal Officer and the Authorized Company Representative (as defined in the Agreement), together with indemnity satisfactory to them. The Fiscal Officer and the -8- Issuer may charge the registered holder of such mutilated, lost, wrongfully taken or destroyed Project Bond with their reasonable fees and expenses in connection with their action taken pursuant to this paragraph. Each new Project Bond issued pursuant to this Section 3 shall, subject to the conditions thereof, constitute a contract- ual obligation of the Issuer in substitution for all previously issued Project Bonds and shall be entitled to all of the benefits, and subject to all of the conditions, of the Bond Legislation, the Agreement and all documents given as security for the payment, or otherwise in connection with the issuance, of the Project Bonds. Section 4. Security Pledged for Project Bonds. As provided herein, the Project Bonds shall be payable by the Issuer solely from the Pledged Receipts and shall be secured by a pledge of and lien on moneys deposited in the Construction Fund and the Bond Fund and a pledge and assignment of other moneys consti- tuting Pledged Receipts, further secured by the pledge and assignment of the Note and the pledge and assignment of the Agreement, and further secured by the Mortgage, the Conditional Assignment of Leases and the Guaranty. Anything in the Bond Legislation, the Project Bonds or the Agreement to the contrary notwithstanding, neither the Bond Legislation, nor the Project Bonds, nor the Agreement shall constitute a debt or a pledge of the faith and credit of the Issuer or of the State or any poli- tical subdivision thereof, and the Bondholder shall not have the 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, on or interest on the Project Bonds, but the Project Bonds are payable by the Issuer solely from the Pledged Receipts and the Project Bonds shall contain on the face thereof a statement to that effect; provided, however, that nothing herein shall be deemed to prohibit the Issuer, of its own voli- tion, from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment of any of the terms, conditions or obligations of the Agreement, this Bond Legislation or the Project Bonds. Section 5. Sale of Project Bonds; Allocation of Pur- chase Price. The Executive Officer and the Fiscal Officer are hereby authorized and directed to offer for sale the Project Bonds to the Bondholder at a purchase price of Nine Hundred Fifty Thousand Dollars ($950,000), plus interest accrued thereon from the date thereof to the date of delivery of the Project Bonds to the original Bondholder for purchase, in accordance with the terms and provisions of this Bond Legislation and the Bond Pur- chase Agreement, and to make the necessary arrangements on behalf of the Issuer with the Bondholder to establish the date, loca- tion, procedure and conditions for the delivery of the Project -9- Bonds to the Bondholder. The Executive Officer and the Fiscal Officer further are hereby authorized and directed to take all steps necessary to effect due delivery of and security for the Project Bonds under the terms of this Bond Legislation and the Bond Purchase Agreement, and it is hereby determined that the aforesaid purchase price and the interest rate for the project Bonds and the manner of sale, as provided in this Bond Legisla- tion, are in the best interest of the Issuer and consistent with all legal requirements. The Clerk shall furnish to the Bond- holder true transcripts of proceedings had with reference to the issuance of the Project Bonds, certified by the Clerk, along with such information from the Clerk's records as is necessary to determine the regularity and validity of the issuance of the Project Bonds. At the time of the issuance, delivery of and payment for the Project Bonds, the Bond Fund Payment shall be deducted from the proceeds of the sale of the Project Bonds and deposited into the Bond Fund. There is hereby created by the Issuer and ordered main- tained, as a separate deposit account (except when invested as hereinafter provided) in the custody of the Bond Fund Holder, the Construction Fund which shall be designated "Village of Dublin, Ohio - S.G.D. Company Construction Account". After deducting the Bond Fund Payment as required by the preceding paragraph, the proceeds of the Project Bonds shall be deposited in the Construc- tion Fund for disbursement as the Loan to the Company provided for in the Agreement. Moneys in the Construction Fund shall be disbursed by the Bond Fund Holder on written order signed by the Company in accordance with the provisions of the Agreement and as otherwise provided in the Agreement and the Note, and the Bond Fund Holder is hereby authorized and directed to issue its check for each disbursement required by the provisions of the Agreement and to make such transfers from the Construction Fund to the Bond Fund as are provided for in the Agreement. The moneys to the credit of the Construction Fund, pending application thereof as above set forth, shall be subject to a lien and charge in favor of Bondholder, but only to the extent of its interest therein. Section 6. Source of Payment - Bond Fund. There is hereby created by Issuer and ordered maintained, as a separate deposit account (except when invested as hereinafter provided) in the custody of the Bond Fund Holder, the Bond Fund which shall be designated "Village of Dublin, Ohio - S.G.D. Company Revenue Bond Account". The Bond Fund (and accounts, if any, therein provided for in the Agreement) and the moneys and investments therein are hereby pledged to and shall be used solely and exclusively for the payment of Bond Service Charges as they fall due at stated maturity, by acceleration or by redemption, all as provided -10- herein and in the Project Bonds and the Agreement, provided that no part thereof shall be used to redeem the Project Bonds prior to maturity, unless the Company should so direct. The moneys to the credit of the Bond Fund, pending application thereof as set forth below, shall be subject to a lien, charge and security interest in favor of the Bondholder. As provided in the Agreement, Loan Payments sufficient in time and amount to pay the Bond Service Charges as they come due are to be paid by the Company directly to the Bond Fund Holder for the account of the Issuer and deposited in the Bond Fund. Under the provisions of the Agreement, payments with respect to the Note received by the Bond Fund Holder shall be deposited into the Bond Fund for the account of the Issuer and shall constitute Loan Payments. The Bondholder shall have the right to be paid, and to require withdrawal, from the Bond Fund any amount or amounts then due and payable upon the Project Bonds, and the Bond Fund Holder is hereby authorized and directed to issue its check or draft for each of the payments to be made from the Bond Fundi provided, however, that no such withdrawal of any payment of Bond Service Charges shall be made by the Bond Fund Holder prior to the date each Bond Service Charge is to be paid in accordance with the terms of the Project Bonds. The Issuer, by the Executive Officer or by the Fiscal Officer, shall take all such actions and sign and deliver all such documents as the Bond Fund Holder may from time to time require to provide the appropriate authorization for the Bond Fund Holder to make the transfers and payments which it is authorized to make pursuant to this Bond Legislation. There shall be deposited into the Bond Fund (and credited, if required by the Agreement, to appropriate accounts therein), as and when received, (a) the Bond Fund Payment, (b) all Loan Payments and (c) all other Pledged Receipts, except those amounts required by the Agreement to be deposited in the Construction Fund or any other separate insurance or condemnation proceeds account. The Issuer hereby covenants and agrees that, so long as a Project Bond is outstanding, the Issuer will deposit or cause to be deposited in the Bond Fund Pledged Receipts sufficient in time and amount to pay the Bond Service Charges as the same become due and payable, and to this end the Issuer covenants and agrees that, so long as a Project Bond is outstanding, the Issuer will diligently and promptly proceed in good faith and use its best efforts to enforce the Agreement, and that, should there be an Event of Default (as defined in the Agreement), the Issuer shall fully cooperate with the Bondholder to protect fully the rights and security hereunder of the Bondholder. Nothing herein shall be construed as requiring the Issuer to use or apply to the -11- payment of Bond Service Charges any funds or revenues from any source other than Pledged Receipts. Section 7. Covenants of Issuer. In addition to other covenants of the Issuer in this Bond Legislation contained, the Issuer further covenants and agrees as follows: (a) Payment of Bond Service Charges. The Issuer will, solely from Pledged Receipts, payor cause to be paid the Bond Service Charges on the dates, at the places and in the manner provided herein, in the Project Bonds and in the Agreement. (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, in the Agreement, the Bond Purchase Agreement, in the conditional assignments of the Note and of the Agreement and in the Project Bonds executed and delivered hereunder and in all proceedings-of the Issuer pertain- ing to the Project Bonds, the Bond Purchase Agreement, the Agree- ment or the conditional assignments of the Notes and of the Agreement. The Issuer warrants and covenants that it is, and upon delivery of the Project Bonds will be, duly authorized by the Constitution and laws of the State, including particularly and without limitation the Act, to issue the Project Bonds and to execute the Bond Purchase Agreement, the Agreement and the condi- tional assignments of the Note and of the Agreement, to provide the security for payment of the Bond Service Charges in the manner and to the extent herein and in the Bond Purchase Agree- ment set forth; that all actions on the Issuer's part for the issuance of the Project Bonds and execution and delivery of the Bond Purchase Agreement, the Agreement, the Project Bonds and conditional assignments of the Note and of the Agreement have been or will be duly and effectively taken; and, that the Project Bonds in the hands of the Bondholder will be valid and enforce- able special obligations of Issuer according to the terms thereof. Each provision of the Bond Legislation, the Bond Pur- chase Agreement, the Agreement, the Project Bonds and the condi- tional assignments of the Note and of the Agreement 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 Project Bonds is established as a duty of the Issuer and of each such officer having authority to perform such duty, specifically enjoined by law and resulting from an office, trust, or station within the meaning of Section 2731.01 of the Ohio Revised Code, providing for enforcement by writ of mandamus. -12- (c) Pledged Receipts. Except as otherwise provided in the Bond Legislation, the Bond Purchase Agreement, the Agreement, the Project Bonds and the conditional assignments of the Note and of the 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 lien or encumbrance upon the Pledged Receipts, including the moneys in the Bond Fund and the Construc- tion Fund, other than the pledge and assignment thereof under the Bond Legislation, the Bond Purchase Agreement, the Agreement and the conditional assignments of the Note and of the Agreement. (d) Recordings and Filings. The Issuer, at the expense of the Company, will cause (to the extent required by the laws of the State to perfect such instruments and/or the liens created thereby) all necessary financing statements, amendments thereto, continuation statements and instruments of similar character relating to the pledges and assignments made by it to secure the Project Bonds, to be recorded and filed in such manner and in such places and to the extent required by law in order to fully preserve and protect the security of the Bondholder. (e) Inspection of Project Books. All books and docu- ments in the Issuer's possession relating to the Project or the Pledged Receipts shall at all times be open to inspection by such accountants or other agents of the Bondholder as the Bondholder may from time to time designate. (f) Rights under Agreement. The Bondholder, in its name or in the name of the Issuer, may, for and on behalf of Issuer and itself, enforce all rights of the Issuer and all obli- gations of the Company under and pursuant to the Agreement, the Note, the Bond Purchase Agreement, the Mortgage and the Condi- tional Assignment of Leases and all other instruments given by the Issuer and the Company to secure payment of the Project Bonds whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. (g) Maintenance of A~reement. The Issuer shall do all things and take all actions on ~ts part necessary to comply with the obligations, duties and responsibilities on the part of the Issuer under the Agreement and will take all actions within its authority to maintain the Agreement in effect in accordance with the terms thereof and to enforce and protect the rights of the Issuer thereunder, including actions at law and in equity, as may be appropriate. (h) Arbitrage Provisions. The Issuer will restrict the use of the proceeds of the Project Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Project Bonds are delivered to the Bondholder, so that they will not constitute arbitrage bonds under Section lO3(c) of the Internal Revenue -13- Code. The Fiscal Officer, or any other officer having responsi- bility with respect to the issuance of the Project Bonds, is authorized and directed, alone or in conjunction with any of the foregoing or with any other officer, employee, consultant or agent of the Issuer or the Company, and upon receipt of satis- factory indemnities, to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the Project Bonds, setting forth the reasonable expectations of the Issuer regarding the amount and use of all such proceeds and the facts and estimates on which they are based, such certificate to be premised on the reasonable expectations and the facts and estimates on which they are based as provided by the Company, all as of the date of delivery of and payment for the Project Bonds. Section 8. Investment of Bond Fund and Construction Fund. Moneys in the Bond Fund and the Construction Fund shall be invested and reinvested by the Bond Fund Holder in any Eligible Investments, in accordance with and subject to any orders of the Authorized Company Representative with respect thereto, which orders may be initially oral or written, but, if oral, shall be promptly confirmed in writing, provided that investment of moneys in the Bond Fund shall mature or be redeemable at the option of the Bond Fund Holder at the times and in the amounts necessary to provide moneys to pay Bond Service Charges as they fall due at stated maturity, by acceleration or by redemption, and that each investment of moneys in the Construction Fund shall in any event mature or be redeemable at the option of the Bond Fund Holder at such time as may be necessary to make timely disbursements from the Construction Fund. Subject to any such orders with respect thereto, the Bond Fund Holder may from time to time sell such investments and reinvest the proceeds therefrom in Eligible Investments maturing or redeemable as aforesaid. Any such investments may be purchased from the Bond Fund Holder and the Bondholder. The Bond Fund Holder shall sell or redeem invest- ments standing to the credit of the Bond Fund to produce suffi- cient 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, such respec- tive Fund shall be credited with all proceeds of sale and income from such investment, and any loss resulting from such investment shall be charged to the respective Fund. For purposes of this Bond Legislation, such instruments shall be valued at face amount or market value, whichever is less. Section 9. Bond Purchase Agreement, Agreement and Conditional Assi~nments. In order to better secure the payment of the Bond Serv~ce Charges as the same shall become due and payable, the Executive Officer and the Fiscal Officer are hereby authorized and directed to execute and deliver the Bond Purchase -14- Agreement, the Agreement and the conditional assignments of the Note and of the Agreement in substantially the forms submitted to the Issuer, which instruments are hereby approved, with such changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officers executing the same. The approval of such changes by said officers, and the fact that such are not substantially adverse to the Issuer, shall be conclu- sively evidenced by the execution of the Bond Purchase Agreement, the Agreement and the conditional assignments of the Note and of the Agreement by such officers. Such officers are further autho- rized and directed to endorse and deliver the Note to the Bond- holder; provided, however, that such endorsements shall (a) be made only in connection with the transfer to the Bondholder of . the security interest in the Note granted under the aforesaid conditional assignment of the Note, (b) be subject to the condi- tions of said conditional assignment and (c) give to the Bond- holder no right, except as provided in said conditional assign- ment, to receive payments to be made upon the Note. Section 10. Other Documents. The Executive Officer and the Fiscal Officer, and each of them acting alone or together, are hereby further authorized and directed to execute financing statements, other assignments and any other instruments as are, in the opinion of the Legal Officer and bond counsel to Issuer, necessary to perfect the lien and pledges set forth herein and to consummate the transactions provided for in the Bond Purchase Agreement, the Mortgage and the Agreement, includ- ing, but not limited to, Form 8038 to be filed by the Issuer with the Internal Revenue Service. Section 11. Compliance with Section 121.22 of Ohio Revised Code. It is hereby found and determined that all formal actions of the Legislative Authority concerning and relating to the passage of this Bond Legislation were taken in an open meeting of the Legislative Authority, and that all deliberations of the Legislative Authority and of any of its committees, if any, that resulted in such formal action, were taken in meetings open to the public, in full compliance with applicable legal requirements, including Section 121.22 of the Ohio Revised Code. Section 12. Prevailing Rates of Wages. All laborers and mechanics employed on the Project shall be paid at the pre- vailing rates of wages of laborers and mechanics for the class of work called for by the Project, which wages shall be determined in accordance with the requirements of Chapter 4115 of the Ohio Revised Code, for determination of prevailing wages, provided that should the Company or other non-public user beneficiary of the Project undertake, as part of the Project, construction to be performed by its regular collective bargaining unit employees who are covered under a collective bargaining agreement which was in existence prior to the date of the commitment instrument under- -15- " c-: taking 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 13. Declaration of Emergency--Effective Date. This ordinance is hereby declared to be an emergency measure, the immediate passage of which is necessary for the preservation of the public peace, health and safety and further for the reason that this ordinance must be immediately effective in order to eliminate the hazards and expenses to the Issuer and its people resulting in the lack of job opportunities1 wherefore, this ordinance shall take effect and be in force immediately upon its passage. Passed by Council this 15th day of October, 1984. Oh~o ATTEST: ~ '-IrJ.. ti/J~ C erk, V~llage Council of the Village of Dublin, Ohio Approved as to form: ~i- /~~ L Law D~rector, Village of Dublin, Ohio , hereby rer"'y th t o (If 'il copies f tho were PO:ted in I',n "I' 0 IS Ordinanco If. ' (, t' .".' 0/ "He of D I'.. ...' . vec Ion 731.2~; "l !h" .,' u.', . I! J,:n In accord.' , J...I "0 ',,'1/0 l'e'Ye" C d an" .', 'j ----2 . . . Ou 0 0 ., . c. ~~~ u-= ,;;?Z;2 CC: Clerk of Council '. . V...,.. ~_ -16- EX:VtI f)-I t A UNITED STATES OF AMERICA STATE OF OHIO VILLAGE OF DUBLIN INDUSTRIAL DEVELOPMENT REVENUE BOND (REMARKS, INC. PROJECT) No. R-__ $ The VILLAGE OF DUBLIN, OHIO (the "Issuer"), a municipal corporation in and of the State of Ohio, for value received, promises to pay to BANCOHIO NATIONAL BANK, or registered assigns, but solely from the sources and in the manner hereinafter set forth, the principal sum of NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000) in monthly installments, as hereinafter set forth, each payable on the first day of each calendar month, commencing January 1, 1985, and continuing thereafter to and including October 1, 1996. Except as otherwise provided herein, the Issuer further promises to pay from said sources interest thereon (i) from the date hereof through and including September 30, 1987, at a rate per annum equal to eleven percent (11%) and (ii) from October 1, 1987, through and including the date on which the entire principal amount hereof has been paid in full, at a variable rate per annum (the "Tax-Free Interest Rate") determined as hereafter provided from month to month on the first day of each calendar month and applicable for every day of that month and computed on the basis of the actual number of days elapsed divided by a year of 360 days. The principal hereof shall be due and payable in equal consecutive monthly installments of Five Thousand Two Hundred Seventy-Seven and Seventy-Eight Hundredths Dollars ($5,277.78) on the first day of each calendar month, commencing on January 1, 1985, and continuing thereafter until the entire principal amount hereof has been paid in full; provided, however, that, on Octo- ber 1, 1996, the entire unpaid principal balance hereof plus interest accrued thereon shall be paid in full. The interest hereon shall be due and payable in arrears monthly on the first day of each calendar month, commencing on November 1, 1984, and continuing thereafter until the entire principal amount hereof has been paid in full; provided, however, that, on October 1, 1996, all accrued but unpaid interest hereon shall be paid in full. The Tax-Free Interest Rate shall be a variable rate per annum equal to the product of (i) eighty percent (80%) of the Prime Rate (as hereinafter defined) in effect at the opening of business on the first day of the applicable month multiplied by (ii) a fraction, the numerator of which is equal to one minus the maximum Federal corporate income tax rate from time to time (the "Tax Rate"), expressed as a decimal, as presently established in Subtitle A, Chapter 1, Subchapter A, Part II, Section 11 of the Internal Revenue Code of 1954, as amended (the "Code"), and the denominator of which is equal to .54. Any change in the Tax Rate shall be effective for purposes of determining the Tax-Free Interest Rate on the first day of the first month following any such change, and the Tax-Free Interest Rate as calculated shall be rounded to the nearest tenth of one percent (.1%). The fore- going payment provisions are subject to the provisions herein- after set forth with respect to increased interest, additional interest and payment prior to maturity. As used herein, the term "Prime Rate" shall mean the rate of interest per annum announced from time to time by BANCOHIO NATIONAL BANK as its prime rate of interest at its principal office in Columbus, Ohio, which rate shall be subject to change without notice, with any such change in such rate being effective on the date of such change. All payments hereunder shall be applied first to the payment of interest then due and payable on the outstanding principal balance, and the remainder of said payments shall be credited to reduction of principal. Anything in the foregoing paragraph to the contrary notwithstanding, in the event the Tax Rate cannot be determined or is no longer in existence, or in the event corporations are taxed by the Federal government on some basis other than income earned, or in the event application of the above mathematical calculation results in a Tax-Free Interest Rate in excess of the Taxable Interest Rate (has hereinafter defined), the interest rate on this Bond from such point in time shall be a variable rate per annum equal to the Taxable Interest Rate. In the event of a Determination of Taxability (as defined in the Loan Agreement hereinafter described), the inter- est rate on the principal amount outstanding hereunder on and after the Date of Taxability (as defined in the Loan Agreement) shall be increased automatically to a variable rate per annum (the "Taxable Interest Rate") equal to the sum of the Prime Rate plus two percent (2%) per annum, and the Taxable Interest Rate shall continue for so long as any principal amount remains outstanding hereunder. As with the Tax-Free Interest Rate, the Taxable Interest Rate shall he determined initially as of the Date of Taxability and thereafter from month to month on the first day of each month and applicable for every day of that month, and shall be computed on the basis of the actual number of days elapsed divided by a year of 360 days. In the event of a Determination of Taxability, the Issuer will pay to the holder of this Bond or a former holder, as applicable, immediately on demand by said holder or former holder, moneys in an amount equal to (a) the difference between (i) the amount of interest which would have been received by the holder of this Bond or a former holder if interest payable hereon during the Payment Period (as hereinafter defined) had been paid at the Taxable Interest Rate and (ii) the amount of interest theretofore paid to such holder or former holder during the Payment Period, and (b) all penalties and interest paid or pay- -2- ~ble by the holder hereof or a former holder as a result of a Determination of Taxability. As used herein, the term "Payment Period" shall mean the period beginning with the Date of Tax- ability and ending with the Interest Payment Date (as defined in the Bond Legislation hereinafter described) immediately preceding the date of the demand pursuant to the first sentence of this paragraph. The Issuer shall make the payment to the holder hereof or a former holder required by this paragraph, notwith- standing that this Bond was redeemed in full prior to a Deter- mination of Taxability but after the Date of Taxability, and in that event, the ending date of the Payment Period shall be the .date of redemption of this Bond in full. The principal sum of this Bond and interest thereon are payable in lawful money of the United states of America, without deduction for services of the paying agent, by check or draft mailed or delivered to the registered holder hereof at its prin- cipal office by the Bond Fund Holder or its successor (as pro- vided in Section 2.4 of the Loan Agreement), without presentation of this Bond by said holder to the Bond Fund Holder, except presentation shall be required where a payment or prepayment of principal will discharge all indebtedness of the Issuer evidenced by this Bond. This Bond is a duly authorized issue of the village of Dublin, Ohio Industrial Development First Mortgage Revenue Bonds (Remarks, Inc. Project) (the "Project Bonds"), issued pursuant to an ordinance passed by the Village Council of the Issuer (the "Bond Legislation") in the aggregate principal amount of Nine Hundred Fifty Thousand Dollars ($950,000) and for the purpose of making a loan to assist S.G.D. Company (the "Company"), an Ohio general partnership, in the financing of costs of acquiring, constructing, renovating, improving and equipping a commercial and distribution facility to be located within the boundaries of the Issuer, said facility to be owned and operated by the Company and leased to Remarks, Inc., an Ohio corporation, for use in its business of distributing and selling refrigerated meat, dairy, delicatessen and specialty frozen food products, and for related purposes (the "project"). The proceeds of the Bonds will be loaned to the Company pursuant to a Loan Agreement (as the same may be amended according to its terms, the "Loan Agreement", and the loan made pursuant to the Loan Agreement is hereinafter called the "Loan"), dated as of October 1, 1984, duly made and entered into between the Issuer and the Company in order to promote the economic welfare of the people of the State of Ohio and of the Issuer by creating or preserving jobs and employment opportunities. As provided in the Loan Agreement, the obligation of the Company to repay the Loan is evidenced by the Loan Agree- ment and by a promissory Note (the "Note") in the original aggregate principal amount of Nine Hundred Fifty Thousand Dollars ($950,000), made and executed by the Company and delivered to and payable to the order of the Issuer. -3- Pursuant to the Bond Legislation, which Bond Legisla- tion is on file in the office of the Clerk of the Village Council of the Issuer, and to the Conditional Assignment of the Loan Agreement and the Conditional Assignment of promissory Notes, both dated as of October 1, 1984, the Issuer has pledged and assigned and granted a security interest in the Issuer's right, title and interest in, to and under the Loan Agreement and the Pledged Receipts (as defined in the Loan Agreement), being, generally, the loan payments, premiums and other charges payable to the Issuer by the Company under and pursuant to the Loan Agreement and the Note, to the holder of this Bond as security for its obligation to pay the principal of and interest and any premium on this Bond. Reference is hereby made to the Bond Legislation for a more complete description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer and the holder of this Bond and the terms and conditions upon which this Bond is issued and secured, to all of the provisions of which Bond Legislation the holder of this Bond, by the acceptance hereof, assents. This Bond is issued pursuant to Section 13 of Article VIII of the Constitution of the State of Ohio and to the laws of the State, particularly Chapter 165 of the Ohio Revised Code, and the Bond Legislation. This Bond is a special obligation of the Issuer, and the principal of and interest and any premium on this Bond (collectively, the "Bond Service Charges") are payable solely from, and such payment is secured by a pledge of and lien on, the Construction Fund and the Bond Fund established by and as provided in the Bond Legislation and the Pledged Receipts (being, generally, the payments and other amounts payable under the Loan Agreement in repayment of the Loan and the income and profit from the investment of such payments), and are not otherwise an obli- gation of the Issuer. THIS BOND IS NOT SECURED BY ANY OBLIGATION OR PLEDGE OF ANY MONEYS RECEIVED, OR TO BE RECEIVED, FROM TAXA- TION LEVIED BY THE GENERAL ASSEMBLY OR ANY POLITICAL SUBDIVISION OR TAXING DISTRICT OF THE STATE OF OHIO AND DOES NOT NOW AND SHALL NEVER REPRESENT OR CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER OR OF THE STATE OF OHIO OR ANY POLITICAL SUBDIVISION THEREOF. Payments sufficient for the prompt payment when due of the Bond Service Charges are required by the Loan Agreement to be paid by the Company to the Bond Fund Holder for the account of the Issuer and deposited in a special account created by the Issuer and designated "Village of Dublin, Ohio - S.G.D. Company Revenue Bond Account", which has been duly pledged for that purpose. This Bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing at the office of the Finance Officer (as defined in the Loan Agreement) of the Issuer, upon presentation hereof to the Finance Officer, all subject to the terms and conditions provided in the Bond Legislation. This Bond is transferable only in accordance -4- with applicable securities laws and is a negotiable instrument as provided by Section 165.03 of the Ohio Revised Code. On and after October 1, 1987, this Bond is subject to optional redemption by the Issuer, at the direction of the Company, at any time, in whole or in part, in the event the Company exercises its option to prepay all or any portion of the unpaid principal balance of the Note. In such event, this Bond shall be redeemed in whole or in part (in amounts of $50,000 or any integral multiple thereof and in the inverse order of maturity) by the Issuer, simultaneously with the prepayment of the Note by the Company, at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date. This Bond is subject to mandatory redemption by the Issuer at any time prior to final stated maturity in whole at a redemption price of one hundred percent (100%) of the principal amount hereof plus accrued interest to the redemption date if and when the Loan 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 Loan Agreement by reason of any changes in the Constitution of the State of Ohio 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 adminis- trative body (whether state or Federal) entered after the contest thereof by the Issuer or the Company in good faith to such extent that the Note and the obligations evidenced thereby are no longer enforceable by the holder thereof. Any such redemption shall be made on a date selected by the Company, which date shall be not more than ninety (90) days following the effective date of any such constitutional amendment, legislation, administrative action or final decree, judgment or order. This Bond is also subject to mandatory redemption by the Issuer at any time prior to final stated maturity in whole at a redemption price of one hundred percent (100%) of the principal amount hereof plus accrued interest to the redemption date if and when interest on the Project Bonds shall have become subject to Federal income taxation because of a Determination of Taxabil- ity. Any such redemption shall be made on a date selected by the holders of the Project Bonds, which date shall be not more than ninety (90) days following the effective date of any such Deter- mination of Taxability. If at any time the Bond Fund Holder shall hold funds in a separate account in the Bond Fund pursuant to sections 4.2, 5.2 or 5.6 of the Loan Agreement, there shall be an immediate manda- tory redemption of this Bond by the Issuer in inverse order of maturity at a redemption price of one hundred percent (100%) of the principal amount thereof, plus accrued interest to the redemption date if redeemed in whole, to such an extent as to exhaust such funds in said separate account. -5- As provided in the Bond Legislation, the Loan Agreement and the Open-End Mortgage and Security Agreement, dated as of October 1, 1984, entered into by and between the Company and BANCOHIO NATIONAL BANK and relating to the Project, the regis- tered holder of this Bond is entitled to enforce the provisions of the Mortgage, to institute, appear in or defend any suit, action or proceeding to enforce any provisions of the Loan Agree- ment and the Bond Legislation and to take any action with respect to any Event of Default (as defined in the Loan Agreement). If ( i) any payment to be made under this Bond should not be made on the date provided for such payment to be made hereunder, or ( i i ) any other Event of Default should occur, then for so long thereafter as such Event of Default shall continue uncured, the registered holder of this Bond may, at its option, do either one or both of the following: ( 1 ) declare, by giving notice to the Company and the Issuer in accordance with the pro- visions of the Loan Agreement, the unpaid principal balance from time to time outstanding to bear interest at a rate which shall be the sum of the rate of interest otherwise then payable here- under plus two percen t ( 2%) per annum from the date on which such Event of Default shall have first occurred through the date on which such Event of Default shall have been cured and ( 2 ) decla re, without notice or demand (said notice and demand being hereby expressly waived by the Issuer), the entire unpaid princi- pal sum herein agreed to be paid, together with any interest accrued thereon but not theretofore paid, to be immediately due and payable and to thereafter bear interest at a rate which shall be the sum of the rate of interest otherwise payable hereunder plus two percent (2%) per annum; provided, however, that: (A) If the holder hereof shall have proceeded to enforce any right hereunder or under any instru- ment securing payment, or otherwise executed in connection with the issuance, of this Bond and such proceeding shall have been discontinued or abandoned for any reason or shall have been deter- mined adversely, then and in every such event the Issuer and such holder shall be reinstated to their former positions and rights hereunder, respectively, and all righ ts, remedies and powers of such holder shall continue unimpaired as before; (B) At any time, the holder hereof may, in its discre- tion, wa i ve its rights hereunder with respect to any Event of Default, provided that no such waiver shall apply to any other Event of Default whether prior or subsequent thereto; and (C) At any time, the holder hereof may, in its discre- tion, rescind any declaration that this Bond be immediately due and payable, whereupon the Issuer and the holder hereof shall be reinstated to their -6- former positions and rights hereunder, respective- ly, and all rights, remedies and powers of the holder hereof shall continue unimpaired as before, provided that no such rescission shall apply to any other declaration, whether prior or subsequent thereto. This Bond shall not constitute the personal obligation, either jointly or severally, of the members of the Village Council of the Issuer, the Village Manager or Finance Director of the Issuer, or the other officers, officials or employees of the I s sue r. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things necessary to be done or performed by the Issuer or to have happened precedent to and in the issuing of this Bond in order to make it a legal, valid and binding special obligation of the Issuer in accordance with its terms, and prece- dent to and in the execution and delivery of the Loan Agreement, have been done and performed and have happened in regular and due form as required by law; that the Issuer has, in its behalf, received payment in full for this Bond; and, that this Bond does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the Village of Dublin, in the State of Ohio, has caused this Bond to be executed in the name of the Issuer by the manual signatures of its Village Manager and its Finance Director and the seal of the Issuer or a facsimile thereof to be affixed hereto. Dated: Octobe r /5, 1984 VILLAGE OF DUBLIN, OHIO [SEAL] By ~-~ ~/.I~ Village Manager BY~'~l~ ~-?~~ Fln nce Direc 0 (, -7- $950,000 Village of Dub] in, Ohio Industrial Development First Mortgage Revenue Bonds (Rema rks, Inc. Project) APPROVAL Pursuant to Section lO3(k) of the Internal Revenue Code of 1954, as amended (the "Code"), the undersigned, members of the Village Council of the village of Dublin, Ohio [the "applicable elected representatives" within the meaning of said Section lO3(k)], hereby approve the above-captioned issue in an amoun t not to exceed Nine Hundred Fifty Thousand Dollars ($950,000) and the real and pe rsonal prope rty to be financed thereby, to be located at 6728 Hyland-Croy Road, Dublin, Ohio, constituting approximately 4.3 acres of land and an existing facility, said land and facility to be owned by S.G. D. Company, an Ohio general partnership, ora s s ig n s , for lease to Rema rks, Inc. , an Ohio corporation, for use by Remarks, Inc. in its business of distributing and selling refrigerated meat, da iry, delicatessen and specialty frozen food products and for related purposes. This approval is given following a public hearing held by the Village of Dublin, Ohio (the "Issuer" ) on October 15, 1984, at the offices of the Village Council, 6665 Coffman Road, Dublin, Oh i 0 , following reasonable public notice published at least fourteen ( 14) days in advance of such hearing in The Columbus Dispatch, a newspaper of general circulation available to residents of the Issuer, is solely for the purpose of satisfying said Section 103(k) and any United States Treasury Regulations, is final and conclusive for such purpose, does not constitute an exercise of functions conferred by law upon the I s sue r , and is given this 15th day of October, 1984. VILLAGE COUNCIL OF THE VI LLAGE OF DUBLIN, OHIO <~J!--f/c..-.~ Member of Council ,- /t'~- ----- t.~/'Z.~ CounCIl (4Ji~ Q. It{- ruv,t{' ember of Council 8. Description of Project: The proceeds of the Bonds will be used for the acquisition, construction, renovation, improvement and equipping of an existing facility to be owned by S.G.D. Company, an ohio general partner- ship, and leased to Remarks, Inc. , an Ohio corporation, for use in its business of distributing and selling refrigerated meat, dairy, delicatessen and specialty frozen food products and for related purposes. 9. Address of Project Location (street address, municipality, county) : 6728 Hyland-Croy Road, Dublin, Franklin County, Ohio 10. Name and Address of Project Owner: S.G.D. Company 6728 Hyland-Croy Road Dublin, Ohio 43017 II. Name and Address of Issuer: Village of Dublin, Ohio c/o Village Council Municipal Building 6665 Coffman Road Dublin, Ohio 43017 12. Bond Counsel Name, Address and Telephone Number: Vorys, Sater, Seymour and Pease 52 East Gay Street P.O. Box 1008 Columbus, Ohio 43216-1008 Attention: Bruce R. Henke (464-6399) 13. Return Confirmation or Receipt to: Bruce R. Henke OHIO By: Title: Date: October 15, 1984 -2- OHIO DEPARTMENT OF DEVELOPMENT NOTICE OF ISSUANCE UNDER OHIO EXECUTIVE ORDER 84-39 IMPORTANT: Issuer must file two DO NOT WRITE IN THIS SPACE original signed copies. Date Received Time Received Posted By Confirmation No. Confirmation Date TO: Deputy Director By Mail: P.O. Box 1001 Division of Economic Dev. Financing Cols., Ohio 43216 Department of Development By Delivery: 23rd Floor State Office Tower Cols., Ohio 43215 The undersigned Issuer hereby gives notice that it has issued bonds or other obligations ("bonds") as follows: 1- Principal Amount and Title of Bonds: $950,000 village of Dublin, Ohio Industrial Development Revenue Bonds (Remarks, Inc. Project) 2. The "issue price" (per LR.C. Sec. 1273 or Sec. 1274) was . 3. The bonds and project to which this Notice of Issuance relates are subject to the following Confirmations currently in effect [check appropriate item(s) and note Confirmation No(s).): None X Original Confirmation No. 84-0044 First Renewal Confirmation No. Subsequent Renewal Confirmation No. Supplementary Confirmation No. 4. Date of inducement resolution or ordinance of Issuer relating to bonds: September 17, 1984 . 5. Date of delivery of and payment for bonds: October , 1984 . 6. Applicable I.R.C. Section 103 citation (check one): (b)(4) ( ) [note one or more paragraphs] (b) (5) X (b)(6) (e) 7. If bonds were issued under Section 103(b)(4)(C) or (D) , will the project being financed be owned, for Federal tax purposes, by or on behalf of a governmental unit? . , . .../ ./:('/... <// . ./?,// /..:/..' ..' /. --: /'U7 . A'. / './.1::-../ ' / 4./; ,;c~/ ./<_.- / {~' --/ ~ ~1ember of Council -----. Member of Council -2- CONFIRMATION (To be completed only if a portion or all of the bonds are not subject to an effective Confirmation as of date~ receipt of Notice of Issuance) Confirmation is hereby given that $ of the "state ceiling" under Executive Order 84-39 has been allocated to the above described bond issue. This Confirmation is numbered and dated as set forth on the first page hereof and is effective only in accordance with the terms of such Executive Order. The aggregate amount of allocations under Executive Order 84-39 (including this Confirmation) is $ , of which amount an aggregate of $ represents carryforward allocations under Section 6 of the Executive Order 84-39. The undersigned public official responsible for this Confirmation and allocation hereby certifies under penalty of perjury that the allocation was not made in consideration of any bribe, gift, gratuity or direct or indirect contribution to any political campaign. Director, Ohio Department of Development By: Title: RECEIPT (To be completed only if all of the bonds are subject to an effective Confirmation as of date of receipt of Notice of Issuance) The foreoing Notice of Issuance was received on . Director, Ohio Department of Development By: Title: -3-