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22-84 Resolution1076D/0367A VILLAGE COUNCIL OF THE VILLAGE OF DUBLIN, OHIO December 28, 1984 Council Member Mr. David Amorose introduced and moved the adoption of the following Resolution: RESOLUTION NO. 22-84 A RESOLUTION AUTHORIZING THE ISSUANCE OF A $2,550,000 INDUSTRIAL DEVELOPMENT FIRST MORTGAGE REVENUE BOND OF THE VILLAGE OF DUBLIN, OHIO, FOR THE PURPOSE OF ASSISTING M H PARTNERS IN FINANCING THE COSTS OF CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF A COMMERCIAL FACILITY; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SAID BOND; AUTHORIZING A LOAN AGREEMENT WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID BOND; AUTHORIZING THE ISSUANCE OF ADDITIONAL BONDS AND THE ASSIGNMENT BY THE VILLAGE OF DUBLIN, OHIO OF ITS INTEREST IN SAID LOAN AGREEMENT; AUTHORIZING THE ASSIGNMENT BY THE VILLAGE OF DUBLIN, OHIO OF A PROMISSORY NOTE FROM M H PARTNERS; AUTHORIZING A BOND PURCHASE AGREEMENT, AND FOR RELATED PURPOSES; AND DECLARING AN EMERGENCY. WHEREAS, the Village of Dublin, Ohio (the "Issuer") is by virtue of the laws of the State of Ohio, including Section 13 of Article VIII of the Ohio Constitution -and Chapter 165 of the Ohio Revised Code, as amended by Am. Sub. S.B. No. 227 of the 115th General Assembly of the State of Ohio, and other authorities mentioned therein, authorized and empowered, among other things, (a) to issue revenue bonds in order to assist in the financing of costs of. commercial facilities located within the boundaries of the Issuer, (b) to enter into an agreement with the user of such facilities Pg rovidin for revenues, as defined in Section 16.5. O1(I) of the Ohio Revised Code, sufficient to pay the principal of and interest and any premium on such revenue bonds, (c) to secure such revenue bonds by a pledge and assignment of such revenues, as provided for herein, P 9 and (d) to adopt this Bond Legislation and enter into the Agreement, Assignment and Bond Purchase Agreement, hereinafter identified, upon the terms and conditions provided herein; and 1076D/0367A WHEREAS, M H Partners (the "Company") is a general partnership duly organized, validly existing and in good standing under the laws g of the State of Ohio; and WHEREAS, it is hereby determined by the Issuer that the construction, improvement and equipping of the Project, as hereinafter defined, including the financing thereof, will require the issuance, sale and delivery of a Project Bond in the principal amount of $2,550,000, and hereafter may require the Issuer's issuance, sale and delivery of Additional Bonds on a parity therewith, all of which Bonds shall be equally and ratably payable and secured as provided herein and in the Agreement and Assignment authorized herein; NOW THEREFORE, BE IT RESOLVED by 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, as amended by Am. Sub. S.B. No. 227 of the 115th General Assembly of the State of Ohio enacted and amended pursuant to Section 13 of Article VIII of the Ohio Const itut ion. "Additional Bonds" means Bonds issued pursuant to Section 8 of this Bond Legislation. "Agreement" means the Loan Agreement, provided for in Section 11 reof, between the Issuer and the Company, dated as of December 3 , he ► supplemented 1984, as the same may be duly amended, modified or in accordance with the provisions thereof. "Bonds" means the Project Bond and any Additional Bonds issued pursuant to Section 8 of this Bond Legislation. "Bond Fund" means the Bond Fund created by Section 7 hereof. "Bondholder" or "holder" or "holder of Bonds" means any person in whose name a Bond is registered. "Bond Leg islation" means (i) when used with reference to the Project Bond, this Resolution; (ii) when used with reference to an issue of Additional Bonds, this Resolution authorizing the issuance of the Project Bond to the extent applicable and the resolution or ordinanceproviding rovidin for the issuance of such Additional Bonds; and (iii) when used with reference to Bonds when Additional Bonds are _2_ 1076D/0367A outstanding, this Resolution authorizing the issuance of the Project Bond and the resolution or ordinance authorizing the issuance of the Additional Bonds; all as the same may from time to time be lawfully amended, modified or supplemented. "Bond Purchase Agreement" means the Bond Purchase Agreement of even date with the Agreement among the Issuer, the Company and the Mortgagee relating to the sale and purchase of the Project Bond. "Bond service charge" for any time period means the principal, including any mandatory sinking fund requirements, interest, and premium, if any, required to be paid by the Issuer on the Bonds for such time period. "Bonds" means the Project Bond and any Additional Bonds. "Business Day" means any day on which the Mortgagee at its _ or principal place of business in Columbus, Ohio shall be open for the purpose of conducting a commercial banking business. "City Manager" means the Village Manager of the Issuer. "Clerk of Council" means the Clerk of Village Council of the Issuer. "Code" means the Internal Revenue Code of 1954, as now in effect or hereafter amended, as now or hereafter construed, interpreted or applied by regulations (whether proposed, temporary or final), rulings and cases, and references to the Code and Sections of the Code shall include any successor provisions and any corresponding provision of any future internal revenue law. "Company" means M H Partners, a general partnership organized and existing under the laws of the State of Ohio. "Conditional Assignment" means the Conditional Assignment of Lease and Rents to be executed by the Company and delivered to the Mortgagee as provided in the Agreement, as the same may be amended, modified or supplemented in accordance with the provisions thereof. "Construction Fund" means the Construction Fund created by Section 6 hereof. "Corporate Guaranty Agreement" means the Unconditional Guaranty Agreement, of even date with the Agreement, from the Company and the Lessee to the Mortgagee, unconditionally guaranteeing the payment of the Project Bond, as the same may be amended, modified or supplemented in accordance with the provisions thereof. -3- 1076D/0367A "Determination of Taxability" means the receipt by the Mortgagee of a ruling or technical advice by the Internal Revenue Service in which the Company has participated or has had an opportunity to participate, or a written opinion by an attorney or firm of attorneys of recognized standing on the subject of municipal bonds selected by the Mortgagee 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 Bond (other than additional interest in the amount of $12,750 which is due and payable on the date of delivery of and payment for the Project Bond) is includable for federal income tax purposes in the gross income of the Bondholder (other than because Bondholder is a "substantial user" of the Project or a "related person" thereto, as those terms are used in Section 103 (b) (13) of the Code) . "Director of Finance" means the Director of Finance of the Issuer. "Eligible Investments" means (i) obligations issued 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) obligations issued or guaranteed by any state or political subdivision thereof rated A or MIG -11 as applicable, or higher by Moody' s Investors Service, Inc, or by Standard & Poor's Corporation, both of New York, New York, or their successors; (iii) commercial paper, including that of the Mortgagee or any of its affiliates, which is rated either P-1 or A-1 or an equivalent by Moody's Investors Service, Inc. or Standard & Poor's Corporation, both of New York, New York, or their successors; (iv) b bankers acceptances drawn on and accepted y commercial banks, including those of the Mortgagee or its affiliates; (v) certificates of deposit or time deposits of banks or trust companies, including those of the Mortgagee or any of its affiliates, organized under the laws of the United States of America or any state thereof, which must have a reported capital and surplus of at least $50,000,000; (vi) repurchase agreements or investment pools, including those issued or controlled by the Mortgagee or any of its affiliates, fully secured by obligations of the type specified in (i) above; and (vii) the shares of a money market fund, the assets of which are invested in any one or more of the above categories of Eligible Investments; provided that any such investment or deposit is not prohibited by law. "Event of Taxability" means the occurrence of circumstances on the basis of which a Determination of Taxability shall be deemed to have occurred or which shall constitute a Determination of 11 Taxability, such occurrence of circumstances relating to a specific point in time. -4- 1076D/0367A "Interest Payment Date" means, as to the Project Bond, the first Business Day of each month commencing January 2, 1985. "Interest Rate for Advances" means a variable rate per annum which is three percentage points in excess of the Prime Rate, provided, however, that if such rate is in excess of the rate lawfully chargeable, then the rate per annum shall be the highest rate per annum which is then lawfully chargeable* "Lessee" means Management Horizons, Inc. , an Ohio corporation, its successors and assigns. "Loan" means the loan by the Issuer to the Company to the proceeds from the sale of the Project Bond to the Mortgagee, as the same may hereafter be increased from the proceeds from the sale of Additional Bonds. or "Loan Payments" means the amounts required to be paid by the - provisions of Sections 2.1, 2.7, 2.8 and Section 8 of the Agreement, as the same may hereafter be amended or supplemented, in repayment of the Loan. "Mayor" means the Mayor of the Issuer. "Mortgage" means the Open -End Mortgage and Security Agreement to be executed by the Company and delivered to the Mortgagee as provided in the Agreement, as the same may be amended, modified or supplemented in accordance with the provisions thereof. "Mort ag ee" means Bank One, Columbus, NA, Columbus, Ohio, its 9 successors and assigns. "Net Economic Return" means a Bondholder's after-tax economic yield, computed by the Bondholder on the basis of the assumptions y ., p originally used by the Bondholder in evaluating and determining the g Y interest rate payable in respect of the Project Bond as well as other aspects of the investment therein. "Notell means Y the Promissory Note dated as of even date with the Project Bond, constituting the unconditional promise of the Company to repay the Loan to the Issuer, which note shall be in p substantially the form attached as Exhibit A, to the Agreement. "Person" means and includes an individual, partnership, corp oration, trust, unincorporated organization or Government or any department or agency thereof. -5- 1076D/0367A "Personal Guarantor" means in the singular, any of the Personal Guarantors. "Personal Guarantors" means William R. Davidson, Cyrus W. Wilson, Daniel J. Sweeney, Thomas M. Heffner, Thomas M. Murnane, Thomas I. Rubel, Michael G. Donabauer, and James E. Samples. "Personal Guaranty Agreement" means the Unconditional Guaranty Agreement, of even date with the Agreement, from the Personal Guarantors to the Mortgagee, unconditionally guaranteeing the payment of the Project Bond as the same may be amended, modified or supplemented in accordance with the provisions thereof. "Pledged Receipts" means (i) the Loan Payments, including the payments of principal of and interest and any premium on the Note, (ii) all other moneys received by the Issuer, or the Mortgagee for the account of the Issuer, pursuant to the Agreement or with respect to the Loan, ( iii) the proceeds of the Bonds including any moneys deposited in the Construction Fund, (iv) any moneys deposited in_ the Bond Fund, and (v) the income and profit from any investment of the moneys deposited in the Bond Fund and the Construction Fund. "Prime Rate" means the interest rate per annum publicly announced from time to time by the Mortgagee as such bank's prime rate, and the Prime Rate effective on any Loan Payment Date (as def ined in the Agreement) shall be deemed to be equal to the Prime Rate announced on the immediately preceding Loan Payment Date. "Project" means the real, personal or real and personal property identified in Exhibit B to the Agreement, in or pursuant to any amendment to the Agreement, and in the certificate of the Project Supervisor given pursuant to Section 3.3 of the Agreement, and acquired, constructed or installed in replacement or substitution therefor or in addition thereto, and as may result from a revision of the Plans and Specifications (as defined in the Agreement) in accordance with the provisions of the Agreement. "Project Bond" means the Bond authorized by the Issuer herein and designated "Industrial Development First Mortgage Revenue Bond (M H Partners Project)*" "Project Premises" means the approximately 3.0 acre tract located on the north side of Metro Place North within the boundaries of the Issuer, and as more fully described in Exhibit C to the Agreement. "Project Purposes" means the purposes of constructing, improving and equipping a commercial facility for lease to the Lessee for use by the Lessee as its principal office and research facility or such related or subsequent uses as are permitted by the Agreement. 1076D/0367A "Registered Bonds" or "fully registered Bonds" means Bonds registered in the name of the holder on the registration books of the Issuer, maintained by the Mortgagee. "State" means the State of Ohio, a state of the United States of America. "State Confirmation" means a Confirmation issued by the Director y' of Development of the State pursuant to Section 3 of Executive Order No. 84-39 of the State, confirming the allocation of $2,550,000 of the State Ceiling to the Project Bond (as the terms "Confirmation" and "State Ceiling" are defined in, such Executive Order 84-39) . "Taxable Rate" means a variable rate per annum which is one and one-half percentage points in excess of the Prime Rate, provided, however, that if such rate is in excess of the rate lawfully chargeable, then the rate per annum shall be the highest rate per Or annum which is then lawfully chargeable. "Termination Date" means January 2, 2001, subject to earlier termination as provided in the Agreement or herein. "Yield Adjustment Amount" means, in respect of any Yield Adjustment Event, the interest rate per annum calculated under the formula set forth below which will equalize the Net Economic Return that would have been earned by the Bondholder had the Yield Adjustment Event not have occurred. Rl = Ro (1 - (Fl + Sl) ) (1 - (Fo + So) ) - (TS1 - TSO) TSO = (1 - E) (I) (Fo + So) = total savings immediately prior to Yield Adjustment Event TS1 = (1 -E) (I) . (F + Sl) = total savings at time of Yield Add us ment Event E = The Exclusion Percentage for interest deductions taken by the Mortgagee on moneys borrowed to purchase the Bonds I = 11.5% Fo = Maximum marginal federal income tax rate immediately prior to Yield Adjustment Event Fl = Maximum marginal federal income tax rate at time of Yield Adjustment Event -7- 1076D/0367A S0 = Maximum marginal state income tax rate immediately prior to Yield Adjustment Event S = Maximum marginal nal state income tax rate at time of Yield Adjustment Event Ro = Bond interest rate immediately prior to Yield Adjustment Event R1 = Bond interest rate necessary to produce the Yield Adjustment Amount "Yield Adjustment Event" means the occurrence of a change in or Y enactment of an federal or state income tax law (including without limitation the enactment of an alternative corporation minimum tax that reduces the after tax benefits from investing in the Project Bond by taxing or otherwise reducing the value of the tax benefit of the deduction by the Bondholder of interest expense incurred by the Mortgagee, whether or not such interest expense has been incurred to carry the Project Bond), or the interpretation or administration thereof, the effect of which is to alter the federal or state income tax consequences of ownership of the Project Bond to the detriment of the Bondholder or reduce the Net Economic Return of the Bondholder by virtue of such ownership and that itself does not constitute a Determination of Taxability. Any reference to the Issuer, or to any officer or employees thereof, shall include it or those succeeding to its or their functions, duties or responsibilities pursuant to or by operation of law, or who are lawfully performing its or their functions. 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 f rom time to time amended, modified, revised, supplemented or superseded; provided, however, that no such change in the Constitution or laws (a) shall alter the obligation to pay the Bond service charges in the amounts and manner, at the times and from the sources provided in the Bond Legislation, 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 Mortgagee, the Bondholders or the Company under the Agreement. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number, and vice versa, and the terms "hereof," "hereby," "hereto," and "hereunder," and similar terms, means this Bond Legislation. Section 2. Determinations of the Issuer. The Issuer hereby determines: .sm 1076D/0367A (a) that the real, personal or real and personal property to be constructed, improved and equipped by the Company by construction, improvement and equipping through the Loan is now and after improvement will be useful to the Project and Project Premises, that such property is not required for any other public purpose P Y of the Issuer, and the utilization of such property in the creating and location of the Project is economically sound; and (b) the Project is a "project" as that term is def ined 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 and the State by creating jobs and employment opportunities and promoting the - industrial and economic development of the Issuer and the State. Section 3. Authorization and Terms of Project Bond. It is hereby determined to be necessary to, and the Issuer shall, upon receipt of a State Confirmation, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act: J the Project ect Bond in the principal amount of $2,550,000 for the of making a loan to assist the Company in the financing of purpose •g and equipping the costs of acquiring, constructing, improving Project to be owned by the Company and located on the Project Premises to be used for the Project Purposes including the lease thereof to the Lessee pursuant to the Lease, including costs incidental thereto and to the financing thereof. Said Project Bond shall be designated Industrial Development First Mortgage Revenue Bond M H Partners Project)." The Issuer may also issue, sell and deliver Additional Bonds on a parity with the Project Bond for the purposes and in the manner provided in Section 8 of this Bond Legislation. .The Project Bond shall be issued in fully registered form in the na me of the Mortgagee, shall be initially dated as of the date of fiver thereof to the Mortgagee, shall be numbered R-1 and shall delivery be in the form set forth as Exhibit A to the Bond Purchase AgreeJ ment. The Project Bond shall be transferable only as permitted by P law upon compliance with all applicable state and federal securities laws, rules and regulations and upon the concurrent assignment nment of the rights and interests of the holder of the Project Bond under the Assignment, the Agreement, the Note, the Mortgage, the Conditional Assi nment, the Corporate Guaranty Agreement and the Personal GuarantyAgreement to the transferee of the Project Bond and the Project Bond shall be a negotiable instrument as provided in Section 165.03 of the Ohio Revised Code, subject to the provisions for registration contained herein. In the event of transfer of the or 1076D/0367A Project Bond, at the request of the transferee and upon surrender of the Project Bond to the Issuer, the Issuer shall execute and deliver to the transferee, a new fully registered Project Bond in the principal amount equal to the outstanding principal amount of the Project Bond surrendered and dated as of the date of the most recent payment of an installment of interest or principal and interest on the Project Bond surrendered. Project Bonds issued to any subsequent registered holders shall be numbered from R-2 upwards, but there shall never be more than one Project Bond outstanding. No interest shall accrue on the Project Bond from the date of issuance thereof until the date the Project Bond is delivered to and paid for by the Mortgagee; provided, however, that on the date of such delivery and payment, the Issuer shall pay to the Mortgagee ( solely, however, out of Pledged Receipts) a fee of one-half of one percent of the original principal amount of the Project Bond as additional interest. - Except as otherwise expressly provided for in this Section 3, the Project Bond shall bear interest from its date on the outstanding principal amount thereof at the rate of 10.5% per annum. The principal and interest thereon shall be due and payable as follows: (i) interest only on the outstanding principal balance of the Project Bond shall be due and payable on January 2, 1985 and on the first Business Day of each calendar month thereafter through and including December 1, 1985 and ( ii) payments of principal and interest on the Project Bond shall be due and payable as follows: 84 installments of $29,639.34 each, on the first Business Day of each calendar month, commencing January 2, 1986; then 96 installments of $25,424.18 each, on the first Business Day of each calendar month commencing January 41 1993; provided, however, that on January 2, 2001 the full amount of the balance of the principal and interest of the Project Bond then remaining unpaid shall be due and payable. All interest calculations shall be made using the actual number of days elapsed and a 360 day year. Notwithstanding the preceding paragraph, ( i) from and after the occurrence of a Yield Adjustment Event, and following receipt by the Issuer and the Company of ,a written statement of the Bondholder stating the amount and circumstances thereof, until the final maturity of the Project Bond, by maturity or otherwise, the interest rate on the Project Bond shall be the Yield Adjustment Amount; (ii) from and after a Determination of Taxability until the final maturity of the Project Bond, by redemption or otherwise, the interest rate on the Project Bond shall be the Taxable Rate; and in either such event, each monthly installment of interest or of principal and interest shall be increased accordingly to reflect such changed rate so as to fully amortize the Bond in accordance with the Amortization Timetable (as defined in the Agreement) . -10- 1076D/0367A An amount equal to the difference between (i) the amount of interest which would have been paid on the Project Bond had the interest rate per annum been the Taxable Rate for a period (the "Payment Period") beginning on the date of an Event of Taxability and ending on the first day of the month in which occurs a Determination of Taxability and (ii) the amount of interest actually paid on the Project Bond for the Payment Period shall be paid on the Project Bond for the Payment Period shall be paid to the Bondholder (or apportioned among the Bondholder and any prior Bondholder during the Payment Period) within 10 Business Days after the date of a Determination of Taxability. An additional amount equal to the amount of interest and penalties imposed upon the Bondholder, or any prior Bondholder during the Payment Period, as a direct result of the includability of interest on the Project Bond in the gross income of such Bondholder or prior Bondholder for federal income tax purposes as a result of a Determination of Taxability shall be paid to such Bondholder or prior Bondholder within 10 Business Days after such Bondholder or prior Bondholder furnishes to the Company evidence of the amount of such interest and penalties paid by such Bondholder or prior Bondholder. The obligation to pay the amount provided in this paragraph shall survive the payment of the principal sum of the Project Bond, whether or not liability for such interest shall have been determined at the time of the payment of the principal sum thereof. During any period of default in the payment of any installment of principal, interest or principal and interest on the Project Bond, whether at maturity or by acceleration, the interest rate on the Project Bond automatically shall be a variable rate equal to three percentage points above the Prime Rate, and each monthly installment of interest or of principal and interest shall be increased accordingly. The unpaid principal balance of the Project Bond shall be subject to optional prepayment, at the option of the Issuer, exercised at the direction of the Company pursuant to Section 8.2 of the Agreement, prior to stated maturity in whole at any time at a prepayment price of 100% of the outstanding principal amount thereof, plus accrued interest to the prepayment date, plus all Additional Payments as defined in the Agreement due and owing on the prepayment date, plus a premium in an amount equal to the excess, if any, of ( i) the aggregate present value at the redemption date of all scheduled payments of the principal of and interest on the Project Bond from the redemption date through and including the maturity date of the Project Bond, over (ii) the aggregate principal amount of the Project Bond then outstanding. For purposes of calculating such premium, the present value of each payment of principal of or interest on the Project Bond will be computed in accordance with the following formula: -11- 1076D/0367A ( PV = PMT ( C 1 - (1 + Y) -N y Where: PV = present value of such payment of principal of or interest on the Project Bond. PMT = the amount of such payment of principal of or interest on the Project Bond. N = the number of monthly payment periods from the redemption date to the date of such payment of principal of or interest on the Project Bond, including fractions of such monthly payment periods. _ or y = the Yield to Maturity of the Index Bond expressed as a percentage rate per month. As used herein, the term "Yield to Maturity of the Index Bond" means the rate of discount, expressed as a percentage rate per annum, that equates the aggregate present value of all scheduled payments of the principal of and interest on the Index Bond from the redemption date through and including the maturity date of the Index Bond to the closing bid price of the Index Bond on the redemption date as reported in the Daily Bond Buyer. Such discount rate shall be determined in accordance with customary practices of the bond brokerage community and shall be confirmed by a bond broker mutually satisfactory to the Company and the holder. As used herein, the term "Index Bond" means an issue of securities (including without limitation general obligations and industrial development revenue bonds) selected by the holder in its sole discretion, the interest on which is exempt from federal income taxation, which bears a fixed rate of interest, is rated "Aaa" by Moody's Investor Service, Inc., New York, New York, or its successor, and matures within 30 days of January 2, 2001. The Project Bond is also subject to mandatory redemption by the Issuer prior to stated maturity at any time at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date if and when the Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Agreement to such extent that the Note and the obligations evidenced thereby are no longer enforceable by the holder thereof by reason of: ( i) any changes in the charter of the Issuer, the Constitution of the State or the Constitution of the United States of America or by reason of legislative or administrative action (whether state or federal) -12- 1076D/0367A which has such effect in the opinion of counsel selected by the Mortgagee and approved by the Company (which approval shall not be unreasonably withheld) ; or ( ii) any final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by the Issuer or the Company in good faith. Any such redemption shall be made not more than 180 days following the date of such opinion with respect to any such constitutional amendment, legislation or administrative action, or the effective date of any such final decree, judgment or order. Provided, however, that a Determination of Taxability, in and of itself, shall not cause the Project Bond to be subject to mandatory redemption. The Project Bond is also subject to redemption in part, at a redemption price of 100% of the principal amount thereof so redeemed, plus accrued interest to the date of redemption on any Interest Payment Date if and to the extent that the Mortgagee is, on or such Interest Payment Date, holding any moneys in the special account created by Section 8.8 of the Agreement for application in accordance with Section 8.8 of the Agreement. Any payment in partial redemption of the principal of the Project Bond shall be applied to the last maturing payment of principal due thereon. Such partial redemption payments shall not reduce or postpone the installment payments of principal due thereon. Bond service charges on the Project Bond shall be payable, except the final installment of principal and interest on the Project Bond, without deduction for services as paying agent, by the Mortgagee by check or draft mailed or delivered to the registered holder thereof at its address as it appears on the registration books of the Issuer maintained by the Mortgagee. The final installment of principal and interest is payable upon presentation and surrender. of the Project Bond at the principal office of the Mortgagee, for cancellation and delivery to the Issuer. In the event that the rate of interest on the Project Bond becomes a variable rate based on the Prime Rate, the Bondholder shall, at least 10 days prior to any Loan Payment Date, invoice the Company for, or otherwise notify the Company, in writing of, the amount of the installment of interest or of principal and interest (as the case may be) due upon such Loan Payment Date, setting forth separately the amount of principal ( if any) and interest due and the interest rate in effect. In the absence of such notice, the Company may presume that no increase in the Prime Rate has occurred since the last Loan Payment Date. The Project Bond shall be executed on behalf of the Issuer by the Mayor and the Clerk of Council. -13- 1076D/0367A So long as the Project Bond remains outstanding, the Issuer will cause to be maintained at the office of the Mortgagee books for the registration and transfer of the Project Bond. Any Project Bond may be transferred only upon the books kept for the registration and transfer of Project Bonds, upon surrender of the Project Bond at the office of the Mortgagee together with an assignment duly executed by the Bondholder, or its duly authorized attorney in such form as shall be satisfactory to the Mortgagee and the Mayor. Upon the transfer of a Project Bond and upon request of the Mortgagee, the Issuer shall execute in the name of the transferee a new fully registered stered Pro 'ect Bond in a principal amount equal to the principal balance of the Project Bond so transferred on the date of such transfer. Such new Project Bond shall be dated as of the date to which interest shall have been paid on the date of such transfer and shall bear interest at the same rate and mature on the same date and otherwise be upon the same terms as the Project Bond transferred. The Issuer and the Mortgagee may make a charge for every such transfer of a Project Bond sufficient to reimburse them for any tax, fee or otherg overnmental charge required to be paid with respect to such transfer and to reimburse them for all other costs and expenses incurred b them in connection with such transfer, and such or charge charges shall be paid before any new Project Bond shall be g delivered. In the event a Project Bond is mutilated, lost, wrongfully taken or destroyed, the Issuer shall execute and deliver to the Bondholder y y a new full registered Project Bond of like date and upon like terms as that which was mutilated, lost, wrongfully taken or destroyed; provide, , d that Projin the case of any mutilated Project Bond, such ect Bond shall first be surrendered to the Authorized mutilated � Issuer Representative (as defined in the Agreement), and in the case of any lost, wrongfully taken or destroyed Project Bond, there shall g Y first be furnished to the Authorized Issuer Representative and to Company evidence of such loss, wrongful taking or destruction the p Y satisfactory to the Authorized Issuer Representative and the Authorizedpan Com Representative (as def ined in the Agreement) Y together with indemnity satisfactory to them. The Issuer may charge the Bondholder with its reasonable fees and expenses in connection with the action taken pursuant to this paragraph. Every new Project Bond issued pursuant to this Section 3 shall, 7 subject to the conditions hereof, constitute a contractual obligation of the Issuer in substitution for all previously issued Project Bonds and shall be entitled to all of the benefits of this Bond Le islation, the Agreement and any and all other documents Bo g t given as security for the payment, or otherwise in connection with the issuance, of the Project Bond. Section 4. Terms of all Bonds. All Bonds shall bear such designation as may be necessary to distinguish them from Bonds of any other series. Bond service charges on all Bonds shall be -14- 1076D/0367A payable in lawful money of the United States of America. Bonds shall be issued as fully registered Bonds. All Bonds shall be negotiable instruments within the meaning of Chapter 165 of the Ohio g Revised Code, subject to applicable provisions for registration, and pp shall express on their faces the purpose for which they are issued and such other statements or legends as may be required by law. All Bonds shall be executed in the manner provided in the Bond Legislation authorizing their issuance or in the manner provided by the applicable law in effect at the time of their issuance. In case any officer whose signature s appear on an pphall a Bonds shall cease to Y be such officer before the issuance, authentication or delivery of such Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time. Unless otherwise provided in the Bond Legislation authorizing orh issuance of Additional Bonds, notice of call for redemption of orthe all Bonds shall be given in the manner provided in Section 3 hereof for the notice of call for redemption of the Project Bond. If Bonds orp ortions of fully registered Bonds are duly called for redemption and if on such redemption date moneys f o r the redemption of all the Bonds orP ortions thereof to be redeemed, together with accrued interest to the redemption date, shall be on deposit in the appropriate ro riate Bond Fund so as to be available therefor, then from and after such redemption date such Bonds or portions thereof being redeemed shall cease to bear interest. Section 5. Security_edged for Bonds. As provided hereby, the Bonds shall be equally and ratably payable solely from the Pledged Receipts and secured by a pledge of and lien on moneys deposited in the Construction Fund and Bond Fund and a pledge and assignment of other moneys constituting Pledged Receipts, the Project Bond shall be further secured by the Mortgage, Assignment, Conditional Assignment, Corporate Guaranty Agreement and Personal Guaranty an Agreement; and thing in the Bond Legislation or the Bonds to the g y contrary notwithstanding neither the Bond Legislation, the Bonds, nor any other instrument delivered in connection therewith shall constitute a debt or a pledge of the faith and credit of the Issuer or of any political subdivision of the Issuer and holders or owners of the Bonds shall have no right to have taxes levied by the Issuer for the payment of principal of, premium, if any, or interest on the y P P s but such Bonds are payable solely from the Pledged Receipts Bonds, and the Bonds shall contain a statement to that , effect- provided, however, that nothing herein shall be deemed to prohibit the Issuer, or its own volition, from using to the extent it is lawfully authorized to do so, any other resources or revenues for the fulfillment illment of an of the terms, conditions or obligations of the u Y Bond Legislation of any of the Bonds* ow7c or 1076D/0367A Section 6. Sale of Project Bond; Allocation of Purchase Price. The Mayor, the City Manager and the Authorized Issuer Representative, and each of them, are hereby authorized and directed to offer for sale the Project Bond to the Mortgagee for purchase by the Mortgagee at a price equal to the principal amount thereof and to make the necessary arrangements on behalf of the Issuer with the Mortgagee to establish the date, location, procedure and conditions for the delivery of the Project Bond to the Mortgagee. The Mayor, the City Manager and the Authorized Issuer Representative and each of them, further are hereby authorized and directed to take all steps necessary to effect due delivery and security of the Project Bond under the terms of this Bond Legislation, and it is hereby determined that the aforesaid purchase price and the interest rate for the Project Bond and the manner of sale, as provided in this Bond Legislation, are in the best interest of the Issuer and consistent with all legal requirements. The Clerk of Council shall furnish to the Mortgagee a true transcript of the proceedings had with reference to the issuance of the Project Bond, certified by the .Clerk of Council, along with such information from the records of the Issuer as is necessary to determine the regularity and validity of the issuance of said Project Bond. There is hereby created by the Issuer and ordered maintained as a separate deposit account (except when invested as hereinafter provided) in the custody of the Mortgagee a fund to be designated "Village of Dublin, Ohio - M H Partners Construction Fund" (herein called the "Construction Fund") . The proceeds of the Project Bond shall be deposited in the Construction Fund as the Loan to the Company provided for in the Agreement. Moneys in the Construction Fund shall be disbursed by the Mortgagee in accordance with the provisions of the Agreement, and the Mortgagee is hereby authorized and directed to issue its check for each disbursement required by the provisions of the Agreement. The Issuer covenants and agrees promptly to take whatever action, if any, is necessary in approving and ordering all such disbursements. The moneys to the credit of the Construction Fund shall, pending application thereof as above set forth, be subject to a lien and charge in favor of the holder of the Project Bond, but only to the extent of its interest therein. Section 7. Source of Payment - Bond Fund. As provided in the Agreement, Loan Payments sufficient in time and amount to pay the Bond service charges as they come due are to be paid by the Company directly to the Mortgagee 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 Mortgagee shall be. deposited into the Bond Fund for the account of the Issuer and shall constitute Loan Payments. -16- 1076D/0367A There is hereby created by the Issuer and ordered maintained, as a separate deposit account (except when invested as hereinafter provided) in the custody of the Mortgagee, a fund to be designated "Village of Dublin, Ohio - M H Partners Revenue Bond Fund" (herein called the "Bond Fund") . The Bond Fund ( and accounts 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 or by redemption, all as provided herein or in the Agreement, provided that no part thereof (except as may otherwise be provided for herein and in the Agreement) shall be used to redeem any Bonds prior to maturity. There shall be deposited into the Bond Fund (and credited, if required by the Agreement, to appropriate accounts therein), as and when received, (i) all Loan Payments and (ii) all other Pledged Receipts, except those amounts required by the Agreement to be _ or deposited in the Construction Fund or any other separate insurance or condemnation proceeds account. The Issuer hereby covenants and agrees that so long as any of the Bonds are outstanding it will deposit, or cause to be deposited in the Bond Fund, Pledged Receipts sufficient in time and amount to pay the Bond service charges as the same become due and payable, and to this end the Issuer covenants and agrees that, so long as any Bonds are outstanding, it will diligently and promptly proceed in good faith and use its best efforts to enforce the Agreement, and that, should there be an event of default under the Agreement, the Issuer shall fully cooperate with the Mortgagee and with the Bondholders to protect fully the rights and security of the Bondholders thereunder. Nothing herein shall be construed as requiring the Issuer to use or apply to the payment of Bond service charges any funds or revenues from any source other than Pledged Receipts. The Issuer covenants and agrees, whenever the moneys and investments in the Bond Fund (or otherwise held by the Mortgagee for such purpose) are sufficient in amount to redeem all of the Bonds then outstanding and to pay interest to accrue thereon to the date or dates of such redemption, to take and cause to be taken, at the direction of the Company, the necessary steps to redeem all of said Bonds on the next succeeding date for which the required notice of call for redemption may be given: Section 8. Additional Bonds. At the request of the Company, if the Company is not then in default under the Agreement, and with the prior written consent of the Mortgagee, which consent shall be in the sole discretion of the Mortgagee, the Issuer, to the extent permitted by law (including the Act) then in effect and for purposes consistent with the Act, shall use its best efforts to issue -17- Or 1076D/0367A Additional Bonds from time to time to provide loans to the Company for: ( i) the completion of the Project, including additional costs incurred in providing the Project, or (ii) the acquisition for the Project of real estate or interests therein, or repairs to the Project of a major nature arising from casualty or unanticipated conditions, or ( iii) the acquisition, construction, equipping and installation of additional industrial, commercial, distribution or research facilities to be used in connection with the Project and to be located on the Project Premises, or ( iv) refunding the Project Bond or any one or more series of Additional Bonds, or (v) any combination of the foregoing; provided, that the proceeds of any Additional Bonds shall, except to the extent issued for the purpose described in clause (iv), be used solely to pay permissible costs under the Act. Such Additional Bonds shall be on a parity with the Project Bond and any Additional Bonds theretofore or thereafter issued. Before any Additional Bonds are issued or authenticated there shall be delivered to the Mortgagee, the purchaser of such_ Additional Bonds, or the trustee, if any, for the holders of such Additional Bonds (a) any necessary amendment of the Agreement to provide for increased Loan Payments so that the aggregate..of the Loan Payments thereafter payable under the Agreement shall be sufficient in amount to make all required payments into the Bond Fund in order to pay when due Bond service charges on all Bonds then to be outstanding, and for all Additional Payments ( as defined in the Agreement) by the Company under the provisions of the Agreement and the Bond Legislation, together with such amendments or supplements to the Mortgage, or other agreements and documents entered into in connection with the issuance and sale of the Project Bond, and such additional agreements and documents, as may be reasonably required by the Mortgagee, the purchaser or purchasers of the Additional Bonds, or such trustee, and (b) either the opinion of bond counsel acceptable to the Mortgagee, such purchaser or purchasers, or such trustee or a ruling of the Internal Revenue Service of the United States Department of Treasury that the issuance of such Additional Bonds will not adversely affect the exemption from federal income taxation of the interest paid or payable on any outstanding Bonds* Section 9. Covenants of Issuer. In addition to other covenants of the Issuer in this Bond Legislation, the Bond Purchase Agreement, the Assignment and the Agreement contained, the Issuer further covenants and agrees as follows: (a) Payment of Bond Service Charges. The Issuer will, solely from Pledged Receipts, pay or cause to be paid the Bond service charges on each and all Bonds on the dates, at the places and in the manner provided herein, in the applicable Bond Legislation and in the Bonds. Wm 1076D/0367A (b) Performance of Covenants, Authority and Actions. The Issuer will at all times faithfully observe and perform all agreements, covenants, undertakings, stipulations and provisions contained in the Bond Legislation, the Agreement, the Assignment, the Bond Purchase Agreement and in any and every Bond executed and delivered pursuant hereto, and in all proceedings of the Issuer pertaining to the Bonds or the Agreement. The Issuer warrants and covenants that it is, and upon delivery of the Project Bond will be, duly authorized by the charter of the Issuer and the Constitution and laws of the State, including particularly and without limitation the Act, to issue the Project Bond and to execute the Bond Purchase Agreement, the Agreement and the 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, the Assignment and the Agreement set forth; that all actions on its part for the issuance of the Project Bond and execution and delivery of the Bond Purchase Agreement, the Assignment and the Agreement have been or will be duly and effectively taken; and that the Project Bond in the hands of the holder thereof will be a valid and enforceable special obligation of the Issuer according to the terms thereof. Each provision of the Bond Legislation, Agreement, Bond Purchase Agreement, Project Bond and Assignment is binding upon the Issuer and 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 Bond is established as a duty of the Issuer and of each such officer having authority to perform such duty, specifically enjoined by law resulting from an office, trust, or station within the meaning of Section 2731.01 of the Ohio Revised Code, providing for enforcement by writ of mandamus . (c) Pledged Receipts. The Issuer will not create or suffer to be created any debt, lien, encumbrance or charge thereon, or make any pledge or assignment of the Pledged Receipts, including the moneys in the Bond Fund and Construction Fund, other than the pledge a and assignment thereof under the Bond Legislation and Assignment. (d) Recordings and Filings. The Issuer will cause (to the extent required by the laws of the State to perfect such instruments and/or the lien created thereby) the Bond Legislation, the Agreement, the Assignment, the Mortgage, the Conditional Assignment, and any amendments or supplements thereto, and all necessary financing statements, amendments thereto, continuation statements and instruments of similar character relating to the pledges and assignments made by it or by the Company to secure the Bonds, to be recorded and filed in such manner and in such places and to the extent required by law in order to fully preserve and protect the security of the holders of the Bonds. Prior to October 15, 1985 and -19- 1076D/0367A prior for to October 15 of each year thereafter, the Issuer will cause to be delivered to the Mortgagee an opinion of counsel, who may be counsel for the Issuer or for the Company, addressed to the Mortgagee stating that based upon the law in effect on the date of such opinion no filing, registration or recording and no refiling, reregistration or rerecording, of any such instrument is or will be required during the 12 calendar month period commencing on the next following November 1 or if such filing, registration, recording, refiling, reregistration or rerecording is required, setting forth the requirements in respect thereto. Promptly after any filing, recording, g refilin or rerecording of any continuation statement or instrument of similar character relating to any of the pledges and assignments made in the Bond Legislation, the Agreement, the Mortgage, the Conditional Assignment, or the Assignment or in any amendment or supplement thereto, the Issuer will cause to be delivered to the Mortgagee an opinion of counsel, who may be counsel for the Issuer or for the Company, to the effect that such filing, registration, recording, refiling, reregistration or rerecording has been duly accomplished and setting forth the particulars thereof. (e) Inspection of Project Books. All books and documents in the Issuer's possession relating to the Project Bond, the Project or the Pledged Receipts shall at all reasonable times be open to inspection by such accountants or other agents of the Mortgagee and the Company as the Mortgagee or the Company may from time to time designate. (f) Rights under Agreement. The Mortgagee, in its name or in the name of the Issuer, may, for and on behalf of the Bondholders enforce all rights of the Issuer and all obligations of the Company under and pursuant to the Agreement, whether or not the p Y Issuer is in default in 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 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. (h) Arbitra a Provisions. The Issuer will restrict the g use of the proceeds of the Project Bond in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Project Bond is delivered to the Mortgagee ee so that it will not constitute an "arbitrage bond" g under Section 103(c) of the Code and the applicable regulations promulgated ated under that section. The Issuer will submit an Ppro a riate statement, and any necessary supplemental statements, to p the Internal Revenue Service, setting forth the information required -20- 1076D/0367A by Section 103(1) of the Code. The City Manager, the Authorized Issuer Representative, the Director of Finance or any other officer or employee of the Issuer having responsibility with respect to the issuance of the Project Bond, 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 any officer of the Company, and upon receipt of satisfactory indemnities, to give an appropriate certificate on behalf of the Issuer, for inclusion in the transcript of proceedings for the Project Bond, 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 the Project Bonds (i) Event of Taxability. From and after the date of _ issuance of the Project Bond, the Issuer will not cause any Event of Taxability to occur. Section 10. Investment of Construction Fund and Bond Fund. Moneys in the Construction Fund and in the Bond Fund shall be invested and reinvested by the Mortgagee in any Eligible Investments, in accordance with and subject to any oral or written orders of the Authorized Company Representative with respect thereto, but if oral any such orders shall be promptly confirmed in writing, provided that investments of moneys in the Bond Fund shall mature or be redeemable at the option of the holder at the times and in the amounts necessary to provide moneys hereunder to pay Bond service charges as they fall due at stated maturity or by redemption and that each investment of moneys in the Construction Fund shall mature or be redeemable at the option of the holder at such time as may be necessary to make timely payments from said Fund. Subject to any such orders with respect thereto, the Mortgagee 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 Mortgagee or any of its affiliates. The Mortgagee shall sell or redeem investments standing to the credit of the Bond Fund to produce sufficient moneys hereunder at the times required for the purpose of paying Bond service charges when due as aforesaid, and shall do so without necessity for any order on behalf of the Issuer and without restriction by reason of any such order. An investment made from moneys credited to the Construction Fund or the Bond Fund shall constitute part of that respective Fund and such respective Fund shall be credited with all proceeds of sale and income from such investment. For purposes of this Bond Legislation, such investments shall be valued at face amount or market value, whichever is less. -21- or 1076D/0367A Section 11. Agreement, Bond Purchase Agreement and Assignment. In order to better secure the payment of the Bond service charges as the same shall become due and payable, the Mayor, the City Manager, the Authorized Issuer Representative, the Clerk of Council, and the Director of Finance are each hereby authorized and directed, alone or in conjunction with any of the foregoing officers, to execute and deliver the Agreement, the Assignment and the Bond Purchase 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 that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Agreement, the Bond Purchase Agreement, and the Assignment, by such officers. Section 12. Other Documents. The Mayor, the City Manager, the Authorized Issuer Representative, the Clerk of Council, the Director of Finance, or any other officer or employee of the Issuer designated by the City Manager is hereby further authorized and directed to execute financing statements, assignments and any other instruments as are, in the opinion of bond counsel to the Issuer, necessary to perfect the pledges and assignments set forth herein and in the Assignment and to consummate the transactions provided for in the Bond Purchase Agreement, the Agreement and the Assignment. Section 13. Compliance with Applicable Laws. It is hereby found and determined that, to the extent required by law, all formal actions of the Issuer concerning and relating to the adoption of this Resolution were taken in compliance with all legal requirements, including without limitation, that all formal actions of this Council relating to the adoption of this Resolution have been taken at open meetings of this Council; and that deliberations of this Council and of its committees, resulting in such formal action, took place in meetings open to the public, in compliance with all statutory requirements, including the requirements of Section 121.22 of the Ohio Revised Code. Section 14. Prevailing Rates of Wages. All laborers and mechanics 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 agreement which was in existence prior to the date of the commitment instrument undertaking to issue the Project Bond, then, in that event, the rate of pay provided under the collective bargaining agreement may be paid to such -22- 1076D/0367A employees. To the extent required by Section 4115.032 of the Ohio Revised Code, the Company shall comply, and shall require compliance by all contractors or subcontractors working on the Project, with all applicable requirements of Section 4115.03 to 4115.16, inclusive, of the Ohio Revised Code. Section 15. Election by Issuer. The Issuer hereby elects to have the provisions of Section 103 (b) (6) (D) of the Code apply to the Project Bond. The Mayor, the City Manager, the Clerk of Council, the Director of Finance or the Authorized Issuer Representative are each hereby authorized and directed to perform any and all acts and provide such information as may be required by the Secretary of the Treasury, his delegate or the Internal Revenue Service in order to implement such election. Any and all acts heretofore taken pertaining to such election and relating to such requirements are hereby ratified and confirmed. Section 16. Declaration of Emergency; Effective Date. Pursuant to Section 4.06 of the Village Charter, it is found and determined by the Village of Council of the Issuer that an emergency exists, and that the within resolution is necessary for the immediate preservation of the public peace, health, safety and welfare of the residents of the Issuer for the reason that this Resolution must take effect at the earliest possible time in order to proceed promptly with the issuance and sale of the Bonds in order to maintain and create jobs and advance and promote commercial and economic development within the municipality. The third reading of this Resolution pursuant to Section 4.04 of the Village Charter is therefore waived. This Resolution shall take effect and be in force immediately upon its adoption. Council Member Ms. Barbara MaltrPr seconded the motion and, the roll being called upon its adoption, the vote resulted as follows: Voting: Yes Council Member Mayor James E. Lewis Yes Council Member Barbara Maurer Yes Council Member David Amorose Absent Council Member Dan Sutphen Absent Council Member Catherine He ad le e -23- r 1076D/0367A Yes Council Member L. E. Thornton Yes Council Member Michael Close WY ITNESS m hand and the Official Seal of the Village, the day and year first above stated. J ES E. LEWIS, Mayor CERTIFICATE Il FRANCES URBAN Clerk of the Village Council of the Village of , Y Dublin, Ohio do hereby certify the foregoing to be a true and exact copy of a resolution adopted by said Council on December 28, 1984. �I Frances Urban, Clerk -24-