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HomeMy WebLinkAbout48-84 Ordinance ". Septenber 19, 1984 ORDINANCE NO. 48-R4 The Village Council of the Village of Dublin, Ohio met in regular session on this date in Council Chambers at 6665 Coffman Road, Dubl in, Oh io , with the following members present: Mr. David Amorose Mr. James E. Lewis Mr. Michael Close Ms. Barbara Maurer Mrs. Catherin Headlee Mr. Daniel J. Sutphen Mr. L. E. Thornton Mr. Michael Close offered the following ordinance and moved the adoption of the same, which was duly seconded by Mr. David Amorose . ORDINANCE NO. 48-84 AN ORDINANCE AUTHORIZ ING THE ISSUANCE OF AN $8,500,000 INDUSTRIAL DEVELOPMENT RE- FUNDING REVENUE BOND OF THE VILLAGE OF DUBLIN, OHIO, FOR THE PURPOSE OF REFUNDING THE OUTSTANDING VILLAGE OF DUBLIN, OHIO INDUSTRIAL DEVELOPMENT REVENUE BONDS (SHEREX CHEMICAL COMPANY, INC. PROJE CT ) ; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SAID BOND; AUTHORIZING A LOAN AGREEMENT WITH RESPECT TO 7HE PROCEEDS DERIVED FROM THE SALE OF SAID BOND AND THE ASSIGNMENT OF SAID VILLAGE'S INTEREST IN SAID LOAN AGREEMENT; AUTHORIZING A BOND PURCHASE AGREEMENT; DECLARING AN EMERGENCY; AND FOR RELATED PURPOSES. WHEREAS, the Village of Dublin, Ohio (hereinafter called the "Issuer"), a municipal corporation and political subdivision duly organized and validly existing under the Constitution and the laws of the State of Ohio, is authorized and empowered, by virtue of the laws of the State of Ohio, including without limitation, Section 13 of Article VIII, Ohio Constitution and Chapter 165, Ohio Revised Code, among other things, ( a) to issue its refunding revenue bond for the purpose"of refunding any revenue bonds of the Issuer previously issued under Chapter 165, Ohio Revised Code when the refundi ng revenue bond will bear interest at a lower rate than the revenue bonds to be re fu nded , when the interest cost of the refunding revenue bond computed to the absolute maturity will be less than the interest cost of the revenue bonds to be refunded or when the average life of the refunding revenue bond will be greater than the remaining average life of the revenue bonds to be refunded, ( b) to enter into a loan agreement and to provide for revenues sufficient to pay the pr incipal of and interest and any premium on that refunding revenue bond, (c) to secure that refunding revenue bond by a pledge and assignment of such revenues, as provided herein, and (d) to adopt this Bond Legislation and to enter into the Agreement, all as defined herein, upon the terms and conditions provided herein and therein; and WHEREAS, the Issuer has, pursuant to Chapter 165, Ohio Revised Code and an ordinance duly adopted by this Legislative Authority on July 23, 1979, previously issued its $8,500,000 Industrial Development Revenue Bonds (Sherex Chemical Company, Inc. Project) for the purpose of making a loan to Sherex Chemical Company, Inc. for the acquiring, constructing, improving, furnishing and equipping of a "project" , as defined in Section 165.01, Ohio Revised Code, comprising an administration and laboratory research facil i ty located within the boundaries of the Issuer; and vY1HEREAS, Sh erex Ch em ical Company, Inc. and the Issuer desire to refund the aforesaid outstanding revenue bonds and to use the proceeds of the refunding revenue bond issued for such purpose to accomplish the optional redemption of the aforesaid revenue bonds; NOvl THEREFORE, BE IT ORDAINED by the Village Council of the Village of Dublin, Ohio: Section 1. Definitions. In addition to the words and terms elsewhere defined in this Bond Legislation or in the Agreement hereinafter identified and used herein as defined words and terms, the following words and terms as used in this Bond Legislation shall have the following meanings unless the context or use clearly indicates another or different meaning or intent: "Act" means Chapter 165 of the Ohio Revised Code, enacted and amended pursuant to Section 13 of Article VIII of the Ohio Constitution. "Agreement" means the Loan Agreement provided for in Section 9 hereof between the Issuer and Sherex Chemical Company, Inc. dated as of September 1, 1984, as the same may be duly amended, modified or supplemented in accordance with the provisions thereof. 2 "Bondholder" me ans , as of any point in time, Morgan Guaranty Trust Company of New York, or its successors or assigns, as the registered holder of the Refunding Bond (as hereinafter defined). "Bond Legislation" me ans this ordinance authorizing the issuance of the Refunding Bond, as the same may from time to time be lawfully amended, modified or supplemented. "Bond Purchase Agreement" means the Bond Purchase Agreement among the Issuer, Sherex Chemical Company, Inc. and the Bondholder, dated as of September 1, 1984, setting forth the terms and conditions for the sale of the Refunding Bo nd . "Bond Service Charges" for any time period means the principal, interest, and redemption premium, if any, required to be paid by the Issuer on the Refunding Bond for such time period. "Clerk" means the Clerk of the Legislative Authority. "Company" me ans Sherex Chemical Company, In c. , an Ohio corporation, and its successors and assigns and any surviving, resulting or transferee corporation as permitted in Section 5.4 of the Agreement. "Condi tional Assignment" means the Conditional Assignment of the Agreement provided for in Section 8 hereof from the Issuer to the Bondholder, dated as of September 1, 1984, as the same may be duly amended, modified or supplemented in accordance with the provisions thereof. "Executive Officer" me ans the Village Manager of the Issuer. "F iscal Officer" means the Director of Finance of the Issuer. "Guarantor" means Schering Aktiengesellschaft, a company organized and existing under the laws of the Federal Republic of Germany. "Guaranty" means the Guaranty Agreement dated as of September 1, 1984 providing for the unconditional guaranty of the Guarantor to the Bondholder of payment of all sums due on the Refunding Bond. "Interest Payment Date" means, as to the Refunding Bo nd , the last day of each December, March, June and September commencing December 31, 1984. 3 "Legal Officer" means the Law Director of the Issuer. "Leg isla tive Authority" means the Village Council of the Issuer. "Loan" me ans the loan by the Issuer to the Company of the proceeds from the sale of the Refunding Bond to the Bondholder. "Loan Payments" means the payments to be paid by the Company upon the Loan in accordance with Section 2.2 of the Agreement, as the same may hereafter be amended or supplemented. "Person" , whether or not appearing with initial capitalization, me ans natural pe rsons , firms, associations, corporations and public bodies. " P I a ns and Specifications" means the plans and specif ications for the Project filed with the Issuer in connection with the issuance of the Refunded Bonds (as hereinafter defined). . "Pledged Receipts" the Loan Payments and all means other moneys received by the Issuer or the Bondholder for the account of the Issuer, pursuant to the Agreement or otherwise with respect to the Loan, except for payments received by the Issuer pursuant to Sections 2.3 and 5.6 of the Agreement. "Prime Rate" means the rate of interest publicly announced by Morgan Guaranty Trust Company of New York in New York City from time to time as its prime rate. "Project" me ans the real, personal, or real and personal property comprising the Project Premises and the improvements, described in the plans and Specifications, constructed or installed upon the Project Premises, being generally described in Exhibit A to the Agreement. "Project premises" means the 18.773 acre tract of real property more fu lly described in Exhibit B to the Agreement. "Project Purposes" means refunding the outstanding principal amount of the Refunded Bonds by loaning the proceeds derived fron the sale of the Refunding Bond to the Company to provide funds to effect the optional redemption of the Refunded Bonds. The Refunded Bonds were issued for the purpose of assisting the Company in financing the costs of acquiring, constructing, improving, furnishing and equipping real and personal property comprising an administration and laboratory research facility used by the Company in its business as a manufacturer of organic chemicals. 4 "Refunded Bonds" means the village of Dublin, Ohio Industrial Development Revenue Bonds (Sherex Chemical Comp any, Inc. proje ct) , da ted Ju 1 y 26, 1979, in the original aggregate principal amount of Eight Million Five Hundred Thousand Dollars ($8,500,000). "Refunding Bond" means the Village of Dublin, Ohio Industrial Development Refunding Revenue Bond (Sherex Chemical Company, Inc. Project) in the original principal amount of Eight Million Five Hundred Thousand Dollars ($8,500,000) issued by the Issuer pursuant to this Bond Legislation. "State" me ans the State of Ohio. Any reference herein to the Issuer, to the Legis- lative Authority, or to any officers thereof, shall include any entity which succeeds to its duties or responsibilities pursuant to or by operation of law. Any reference to a section or provision of the Ohio Constitution or the Act or to a section, provision or chapter of the Ohio Revised Code shall include such section or provision or chapter as from time to time amended, modified, revised, supplemented, or superseded; provided, however, that no such change in the Constitution or laws ( a) shall alter the obligation to pay the Bond Service Charges in the amounts and manner, at the time s, and from the sources provided in the Bond Legisla- tion, 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 Agree- ment. Unless the context shall otherwise indicate, words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter gender, 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. Section 2. Determinations by Legislative Authority. This Legislative Authority determines and redetermines that: ( i) the Project financed by the issuance of the Refunded Bonds is a "project" as defined in the Act and is, and the issuance of the Refunded Bonds to finance the costs thereof was, consistent with the purposes of Section 13 of Article VIII, Ohio Constitution; ( ii) the utilization of the Project is in furtherance of the purposes of the Act and has and will continue to benefit the citizens of the Issuer and of the State by creating jobs and employment opportunities and improving the economic welfare of the people of the Issuer and of the State; (iii) the issuance of the Refunding Bond 5 to refund tne outstanding principal amount of the Refunded Bonds is necessary, expedient and in the best interests of the Issuer and in accordance with the provisions of the Act pertaining to the issuance of refunding revenue bonds; and (iv) the refunding of the Refunded Bonds will require the issuance, sale and delivery of the Refunding Bond in the principal amount of $8,500,000. The Legislative Authority also determines that, following reasonable notice, and prior to adoption of this Bond Legislation, a public hearing was held with respect to the issuance of the Refunding Bond, as required by Section 103(k) of the Internal Revenue Code of 1954, as amended. Section 3. Authorization and Terms of Refunding Bond. 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 Refunding Bond in the original principal amount of $8,500,000 for the purpose of making a loan to the Company to accomplish the optional redemption of the Refunded Bonds. The Refunding Bond shall be designated "Village of Dublin, Ohio Industrial Development Refunding Revenue Bond (Sherex Chemic~l Company, Inc. Project)." The Refunding Bond shall be issued as a fully registered bond numbered R-l and dated as of its date of delivery to the Bondholder against payment therefor. In the event of transfer of the Refunding Bond, at the request of the transferee and upon surrender of the Refunding Bond to the Executive Officer, the Issuer shall execute and deliver to the transferee a new Refunding Bond registered in the name of the transferee, in the principal amount equal to the outstanding principal amount of the Refunding Bond surrendered and dated as of the date to which interest has been paid on the Refunding Bond surrendered. Subsequent Refunding Bonds shall be numbered from R-2 upwards. The Refunding Bond shall mature on September 1, 2014 and shall bear interest from the date of delivery and payment therefor at a variable rate per annum equal to 66% of the Prime Rate payable quarterly on December 31, March 31, June 30 and September 30 of each year commencing December 31, 1984 and continuing until payment of the principal amount is paid in full. Interest shall be payable on the basis of a 360 day year for the actual number of days elapsed. Any payments due on a Saturday, Sunday, legal holiday or other day that banks in New York City are authorized to close shall be made on the next succeeding business day and interest shall accrue to such date. 6 In the event the Company exercises its option to prepay all or any portion of the unpaid principal balance of the Loan pursuant to Section 6.2 of the Agreement, the Refunding Bond is subject to optional redemption in whole or in part (in amounts of $100,000 or any integral multiple thereof) by the Issuer, simultaneously with the prepayment of the Loan by the Company, at a redemption price of 100% of the amount redeemed plus accrued interest to the redemption date. Bond Service Charges on the Refunding Bond shall be payable in lawful money of the United States of America by wire transfer of immediately available funds to the Bondholder at its address as shown on the registration book maintained by the Clerk, without deduction for services of any paying agent and without presentation of the Refunding Bond by the Bondholder. The Refunding Bond shall be executed by the Executive Officer and the Fiscal Officer and shall bear the seal of the Issuer. In case any officer whose signature shall appear on the Refunding Bond shall cease to be such officer before the issuance or delivery of the Refunding Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time. The Refunding Bond shall express on its face the purpose for which it is issued and such other statements or legends as are required by law. So long as the Refunding Bond remains outstanding, the Issuer will cause to be maintained and kept, by and at the office of the Clerk, a book for the registration and transfer of the Refunding Bond. The Refunding Bond shall be a negotiable instrument 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 Refunding Bond may be transferred only upon the book kept for the registration and transfer of the Refunding Bond, upon surrender thereof at the office of the Executive Officer together with an assignment duly executed by the Bondholder, or its duly authorized attorney, in such form as shall be reasonably satisfactory to the Executive Officer. Upon the transfer of the Refunding Bond and upon request of the Executive Officer, the Issuer shall execute in the name of the transferee a new fully registered Refunding Bo nd , 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. The Issuer and the Executive Officer may make a charge for every such transfer of the Refunding Bond sufficient to reimburse them for any tax, fee or other 7 governmental charge required to be paid with respect to such transfer and to reimburse them for all other costs and expenses incurred by them in connection with such transfer, and such charge or charges shall be paid before any such new Refunding Bond shall be delivered. In the event the Refunding Bond is mutilated, lost, wrongfully taken or destroyed, the Issuer shall execute and deliver to the Bondholder a new fully registered Refunding Bond of like date and upon like terms as that which was 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; provided, tha t, in the case of any mutilated Refunding Bond, such mutilated Refunding Bond shall first be surrendered to the Executive Officer, and in the case of any lost, wrongfully taken or destroyed Refunding Bond, there shall first be fur- nished to the Executive officer and to the Company evidence of such loss, wrongful taking or destruction reasonably satisfactory to the Executive Officer and the Authorized Company Representative (as defined in the Agreement) together with indemnity reasonably satisfactory to them. The Executive Officer and the Issuer may charge the Bondholder with their reasonable fees and expenses in connection with their action taken pursuant to this paragraph. Each new Refunding Bond issued pursuant to this Section 3 shall, subject to the conditions thereof, consti- tute a contractual obligation of the Issuer in substitution for all previously issued Refunding Bonds and shall be entitled to all of the benefits, and subject to all of the conditions, of this Bond Legislation, the Agreement and any and all other documents given as security for the payment, or otherwise in connection with the issuance, of the Refunding Bo nd . Section 4. Security Pledged for Refunding Bond. As provided herein, the Refunding Bond shall be payable solely from the Pledged Receipts and secured by a pledge and assignment of other moneys constituting Pledged Receipts, shall be further secured by the pledge and assignment of the Agreement and shall be entitled to the benefits of the Guaranty. Anything in the Bond Legislation, the Refunding Bond or the Agreement to the contrary notwithstanding, neither the Bond Legislation, the Refunding Bond, the Agreement nor any other instrument shall constitute a debt or a pledge of the faith and credit of the Issuer or of the State or any other political subdivision of the State for the payment of principal of, premium, if any, or interest on the Refunding Bo nd , but the Refunding Bond is payable solely from the Pledged Receipts and the Refunding Bond shall contain on the face thereof a statement to that effect; provided, however, 8 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 Agreement, the Bond Legislation or the Refunding Bo nd . Section 5. Sale of Refunding Bondi Allocation of Purchase Price. The Executive Officer and Fiscal Officer are hereby authorized and directed to offer for sale the Refunding Bond to the Bondholder at the price of 100% of the principal amount of the Refunding Bond in accordance with the terms and provisions of this Bond Legislation, to execute on behalf of the Issuer a Bond Purchase Agreement with the Bondholder and the Company in substantially the form presented to the Issuer and, to the extent not provided for in the Bond Purchase Agreement, to make the necessary arrangements on behalf of the Issuer to establish the date, location, procedure and conditions for the delivery of the Refunding Bond to the Bondholder. The Executive Officer and Fiscal Officer further are hereby authorized and directed to take all steps necessary to effect due authentication, delivery and security of the Refunding Bond under the terms of this Bond Legislation and the Bond Purchase Agreement, and it is hereby' determined that the aforesaid purchase price and the interest rate for the Refunding Bond and the manner of sale, as provided in this Bond Legislation and the Bond Purchase Agreement, are in the best interest of the Issuer and consistent with all legal requirements. The Clerk shall furnish to the Bondholder a true transcript of the proceedings had with reference to the issuance of the Refunding Bond, certified by the Clerk, along with such information from the Clerk's records as is necessary to determine the regularity and validity of the issuance of the Refunding Bond. As provided in the Agreement, the Bondholder, upon receipt of written instructions from the Company, shall pay the proceeds of the Refunding Bond directly to the holders of the Refunded Bonds and thereby effect the Loan to the Company. Such written instructions from the Company and payment to the holders of the Refunded Bonds shall be made on the date of issuance of the Refunding Bond. The Company shall pay all accrued interest owing on the Refunded Bonds to the holders thereof at the same time as the Bondholder makes the payment from the proceeds of the Refunding Bond as aforesaid, thereby causing the Refunded Bonds to be redeemed. section 6. Source of Payment. 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 Bondholder for the account of the Issuer. 9 Tne Issuer hereby covenants and agrees that, so long as the Refunding 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 under 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 payment of Bond Service Charges any funds or revenues from any source other than Pledged Receipts. Section 7. Covenants of the Issuer. In addition to other covenants of 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 Refunding Bond on the dates, at the places and in the manner provided herein and in the Refunding Bond. (b) Performance of Covenants, Authority and Actions. The Issuer will at all times faithfully observe and pe~form all agreements, covenants, undertakings, stipu- , lations and provisions contained in the Bond Legislation, the Agreement, the Bond Purchase Agreement, the Conditional As signment, the Refunding Bond executed and delivered here- under, and all proceedings of Issuer pertaining to the Refunding Bond, the Bond Purchase Agreement, the Agreement and the Conditional Assignment. The Issuer warrants and covenants that it is, and upon delivery of the Refunding Bond will be, duly authorized by the Constitution and laws of the State, including particularly and without limitation the Act, to issue the Refunding Bond and to execute the Bond Purchase Agreement, the Agreement and the Conditional Assignment to provide the security for payment of the Bond Service Charges in the manner and to the extent herein and in the Bond Purchase Agreement set forth; and that all actions on the Issuer's part for the issuance of the Refunding Bond and execution and delivery of the Bond Purchase Agree- ment, the Agreement, the Refunding Bond and the Conditional Assignment have been or will be duly and effectively taken; and that the Refunding Bond in the hands of the Bondholder will be a valid and enforceable special obligation of the Issuer according to the terms thereof. Each provision of the Bond Legislation, Bond Purchase Agreement, Ag reement, Refunding Bond and the Conditional Assignment is binding upon each such officer of Issuer as may from time to time have the authority under law to take such actions as may be necessary to perform all or any part of the duties required by such provision; and each duty of the Issuer and of its officers undertaken pursuant to such proceedings for the 10 Refunding Bend 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, t rus t, or station within the meaning of Section 2731.01 of the Ohio Revised Code, providing for enforcement by writ of mandamus. (c) Pledged Receipts. Except as otherwise pro- vided in the Bond Legislation, Bond Purchase Agreement, Agreement, Refunding Bond and the Conditional As signment, the Issuer will not create or suffer to be created any debt, lien or charge on the Pledged Receipts, or make any pledge or assignment of or create any lien or encumbrance upon the Pledged Receipts, other than the pledge and assignment thereof under the Bond Legislation, Bond Purchase Agreement, Agreement and the Conditional Assignment. (d) Recordings and F i ling s . The Issuer will, at the expense of the Company, cause (to the extent required by the laws of the State to perfect such instruments and/or the lien 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 Refunding Bond, to be recorded and filed 'in such manner and in such places and to the extent required by law in order to fully preserve and protect the security of the Bondholder and the rights of the Bondholder under the Agreement. ( e) Inspection of Project Books. All books and documents in the Issuer's possession relating to the Project or the Pledged Receipts shall at all times be open to inspec- tion by such accountants or other agents of the Bondholder as it 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 the Issuer and itself, enforce all rights of the Issuer and all obligations of the Company under and pursuant to the Agreement, the Bond Purchase Agreement and all instru- ments given by the Issuer and the Company to secure payment, or otherwise in connection with the issuance, of the Refunding Bond whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. (g) Maintenance of Agreement. The Issuer shall do all things and take all actions on its part necessary to comply 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. 11 (n) Arbitrage Provisions. The Issuer will re- strict the use of the proceeds of the Refunding Bond in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Refunding Bond is delivered to the Bondholder, so that it will not constitute an arbitrage bond under Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated under that Section. The Fiscal Officer, or any other officer having responsibility with respect to the issuance of the Refunding Bond, is authorized and directed, alone or in conjunction with any of the fore- going or with any other officer, employee, consultant or agent of the Issuer or the Company, and upon receipt of satisfactory indemnities, to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the Refunding Bond, setting forth the reasonable expec- tations 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 Refunding Bond. (i) Federal Tax Election. This Legislative Authorlty hereby elects to have the limitation on capital expenditures specified in Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, applied to the Refunding Bond, and the execution and filing with the Internal Revenue Service of a statement regarding such election, as provided by the rules and regulations of the Internal Revenue Service, by the Executive Officer or the Fiscal Officer is hereby authorized, approved, ratified and confirmed. Section 8. Bond Purchase Agreement, Agreement and Conditional Assignment. In order to better secure the payment of the Bond Service Charges as the same shall become due and payable, the Executive Officer and the Fiscal Officer are each hereby authorized and directed to execute and deliver the Bond Purchase Agreement, the Agreement and the Conditional Assignment to the Bondholder in substantially the forms submitted to the Issuer, which instruments are hereby approved, with such changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officer or officers of the Issuer executing the same. The approval of such changes by said officer or officers, and the fact that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Bond Purchase Agreement, the Agreement and the Condi- tional Assignment by said officer or officers. 12 , Section 9. Other Documents. The Executive Officer and the Fiscal Officer are each 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 the Issuer, necessary to perfect the pledges set forth herein and to consummate the transactions provided for in the Bond Purchase Agreement and Agreement, including, bu t not limited to, Form 8038 to be filed by the Issuer with the Internal Revenue Service. Section 10. 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 any of its committees, if any, that resulted in such formal action, were taken in meetings open to the public, in fu 11 compliance with applicable legal requirements, including Section 121.22 of the Ohio Revised Code. Section 11. Prevailing Rates of Wages. As provided in Section 165.031, Ohio Revised Code, all laborers and mechanlcs employed on the Project 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 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 undertaking to issue the Refunded Bonds, then, in that event, the rate of pay provided under the collective bargaining agreement may be paid to such employees. The Bondholder shall have no responsibility to assure compliance with this Section. Section 12. Emergency--Effective Date. Th is Bond Legislation is hereby declared to be an emergency measure the immediate passage of which is necessary for the preser- vation of the public peace, health and safety and for the further reason that this Bond Legislation must be immediately effective in order to eliminate the hazards and expenses to the Issuer and its people resulting in the lack of job opportuni ties; wherefore, this Bond Legislation shall take effect and be in force immediately upon its passage. 13 , Passed by Council this 17th day of September, 1984. ~~krvv Villa e Manager ' Attest: /J J~ ~ (LJ~~~ C'1e rk of Vi lage Council ~ aS7- fom, C- Law Dir~;;r ~ I, Frances M. Urban, Clerk of the Village Council of the Village of Dublin, Ohio, do hereby certify that the foregoing is a true and correct copy of the original ordinance as passed by the Village Council of the Village of Dublin, Ohio on September 17, 1984. /l -I"/d<7'1~ M ~'7" 'CLU~ J F ances M. Urban Clerk of Village Council Dated: September 17, 1984 4 leleby certify fflat Copics f tho . \lite DOSted ;" the Vii/a e v 0 '~ ~JnancelReSOlution Section 731 25 of the 011' i R ~ Dublm /I) accordance flitf! . 7 10 eVlsed Code. ~~?~7 ~. ~(U~~ Cleric Of Council 14