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66-82 Ordinance ^VVlr} . .. v ,,~ . 1}.1 I ... 0" ~ ORDINANCE NO. ~ t - ~ 2- AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF $1,910,000 OF THE VILLAGE OF DUBLIN, OHIO INDUSTRIAL DEVELOPMENT FIRST H>RTGAGE REVENUE BONDS (MEDICAL FACILITIES PR.OJECT) (GRANT HOSPITAL - GUARANTOR) FOR THE PURPOSE. OF MlnNG A LOAM TO I ASSIST KENNETH N. CARPENTER, PATRICIA A. CARPENTER AND DUBLIN MEDICAL CLINIC, INC. IN THE FINANCING OF COSTS.. OF A "PROJECT" WITHIN THE MEANING OF CHAPTER 165,OHIO REVISED CODE; AUTHORIZING THE ISSUANCE OF ADDITIONAL BONDS; AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT PERTAINING TO THE PROJECT AND THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING THE PAYMENT OF SAID BONDS; AND DECLARING AN EMERGENCY. WHEREAS, the Village of Dublin, Ohio, a municipal corporation and political subdivision duly organized and validly existing under the laws of the State of Ohio, by virtue of the laws of said State, including Section 13 of Article VIII, Ohio Constitution, and the Act, is authorized and empowered, among other things, (a) to issue its revenue bonds for the purpose of making a loan to assist in the financing of costs of acquiring, constructing, installing, equipping or improving a "project", as defined in Section 165.01, Ohio Revised Code, comprising a commercial facility, located within the boundaries of the Village of Dublin, Ohio, (b) to enter into a loan agreement and to provide for "revenues", as defined in said Section 165.01, sufficient to pay the principal of and premium, if any, and interest on such revenue bonds, (c) to secure such revenue bonds by a trust indenture as provided for herein and (d) to enact this Bond Legislation and enter into the Indenture and the Agreement all as hereinafter defined, upon the terms and conditions provided herein and therein; I NOW THEREFORE, BE IT ORDAINED by the Village Council of the Village of Dublin, State of Ohio, that: Section 1. Definitions. In addition to the words and terms else- where defined in this Bond Legislation, in the Indenture or in any other document the following words and terms as used in this Bond Legislation and in the Indenture shall have the following meanings unless the context or use clearly indicates another meaning or intent: "Act" means Chapter 165, Ohio Revised Code, as enacted and amended pursuant to Section 13 of Article VIII, Ohio Constitution. "Additional Bonds" means Bonds of the Issuer which may be issued under Section 8 of this Bond Legislation. "Additional NOtes" means any non-negotiable promissory note or notes, in addition to the Project Note, delivered by the Borrowers to the Trustee in connection with the issuance of Additional Bonds, as provided in the Agreement. 1 ~."--. . '. , . ~ . "Agreeaent" aeans the Loan Agreeaent between the Issuer and the Borrowers, dated as of December 1, 1982, as from time to time duly amended or supplemented. "Authorized Borrowers Representative" aeans the person at the time designated pursuant to the Agreeaent to act on behalf of the Borrowers. "Bond" or "Bonds" aeans the Project Bonds and any Additional Bonds. I "Bond Fund" means the Bond Fund created by Section 7 hereof. "Bondholder" or "holder" or "holder of Bonds" aeans the bearer of a coupon Bond which is not registered as to principal or the principal of which is registered to bearer, or the person in whose name a registered Bond is registered, and "holder" when used with reference to a coupon means the bearer of the coupon. "Bond Legislation" aeans (a) when used with reference to the Project Bonds, this ordinance; (b) when used with reference to an issue of Additional Bonds, this ordinance to the extent applicable and the legislation providing for the issuance of such Additional Bonds; and (c) when used with reference to Bonds when Additional Bonds are outstanding, this ordinance and the legislation providing for the issuance of Additional Bonds; all as from time to time duly amended or supplemented. "Bond service charges" aeans, for any time period, the principal of and premium, if any, and interest on the Bonds for such tiae period. "Borrowers" aeans the Company and the Individual Borrowers. "Capitalized Interest Payment" means an amount from the proceeds of the Project Bonds deposited into the Bond Fund equal to the interest accrued I on the Project Bonds from December 1, 1982 to August 1, 1983, which amount shall be applied to the payment of interest accruing on the Project Bonds during the Construction Period. "Code" means the Internal Revenue Code of 1954, as amended, and references to the Code and Sections of the Code shall include relevant regulations and proposed regulations thereunder and any sucessor provisions to such Sections, regulations or proposed regulations. "Company" aeans Dublin Medical Clinic, Inc., a professional corporation for profit duly organized and validly existing under the laws of the State, and its lawful successors and assigns. "Completion Date" means the date of completion of the Project to be furnished by the Borrowers pursuant to Section 3.6 of the Agreement. "Construction Fund" means the Construction Fund created by Section 6 hereof. 2 . . . . . "Construction Period" means the period between the beginning of the acquisition, construction, installation, equipment or improvement of the Project or the date on which the Project Bonds are delivered to the Original Purchaser, whichever is earlier, and the Completion Date. "Coupon" or "interest coupon" means any of the coupons issued here- under evidencing the installments of interest on the applicable coupon Bond. I "Coupon Bond registered as to principal" means any coupon Bond at the time registered as to principal in the name of the Bondholder. "Eligible Investments" means (i) obligations issued or guaranteed by the United States of America or by any person controlled or supervised by or acting as an instrumentality of the United States of America pursuant to authority granted by Congress; (ii) obligations issued or guaranteed by any state or political subdivision thereof rated A or MIG 1, as applicable, or higher by Mbody's Investors Serviee, Inc. or by Standard & Poor's Corporation, both of New York, New York, or their successors; (iii) commercial or finance paper which is rated in the highest rating category by a nationally recognized rating agency; (iv) interest bearing deposit accounts (which may be represented by bankers' acceptances, certificates of deposit or bearer deposit notes) in one or more banks, trust companies or savings and loan associations, including the Trustee or any bank affiliated with the Trustee organized under the laws of Canada, the United States of America or any state thereof, each having a reported capital and surplus of at least $25,000,000 in dollars of the United States of America; (v) repurchase agreements of a bank, including the Trustee or any bank affiliated with the Trustee or savings and loan association fully secured by obligations of the type specified in (i) above; provided that any such investment or deposit is not prohibited by applicable law; and (vi) shares of an investment company registered under the Investment Company Act of 1940, as amended, the assets of which are invested in any or all of the categories of investments I specified above. "Executive" means the Village Manager of the Issuer. "Fiscal Officer" means the Director of Finance of the Issuer. "Guarantor" means Grant Hospital, a corporation not for profit duly organized and validly existing under the laws of the State. "Guaranty" means the Guaranty Agreement between the Guarantor and the Trustee, dated as of December 1, 1982, with respect to the Project Bonds, as from time to time duly supplemented or amended. "Indenture" means the Trust Indenture between the Issuer and the Trustee, dated as of December 1, 1982, including this Bond Legislation as part thereof, as from time to time duly amended or supplemented. "Individual Borrowers" means Kenneth N. Carpenter and Patricia A. Carpenter, husband and wife, of 1474 Bridgeton Drive, Columbus, Ohio 43220 and their respective heirs, executors, personal representatives and assigns. 3 . . . . "Interest Payment Date" means, as to the Project Bonds, each June 1 and December 1, c01llllencing June 1, 1983 and, as to Additional Bonds, the dates designated as such by or pursuant to the applicable Bond Legislation. "Issuer" means the Village of Dublin, Ohio. I "Legal Officer" means the Director of Law of the Issuer. "Legislative Authority" means the Village Council of the Issuer. "Loan" means the loan by the Issuer to the Borrowers of the proceeds from the sale of the Bonds, after deducting any accrued interest paid by the Original Purchaser. "Loan Payments" means the 8IDOunts required to be paid by the Borrowers in repayment Qf the Loan pursuant to the provisions of Section 4.1 of the Agreement. "MOrtgage" means the Open-End MOrtgage and Security Agreement, dated as of December 1, 1982, and given by the Individual Borrowers to the Trustee to secure performance of the Agreement, as from time to time duly amended or supplemented. "Notes" means the Project Note and any Additional Notes. "Original Purchaser" means, as to the Project Bonds, The Ohio Company, Columbus, Ohio, and, as to Additional Bonds, the person or persons identified as such in the applicable Bond Legislation. - "Outstanding Bonds" or "Bonds outstanding" or "outstanding" as t applied to Bonds, means, as of any date, all Bonds which have been authenti- cated and delivered by the Trustee under the Indenture except: (a) Bonds surrendered for and replaced upon exchange or .. transfer, or cancelled because of payment or redemp- tion prior to maturity, at or prior to such date; (b) Bonds for the payment, redemption or purchase for cancellation of which sufficient moneys have been deposited prior to such date with the Trustee (whe- ther upon or prior to the maturity or redemption date of any such Bonds), or which are deemed to have been paid and discharged pursuant to the provisions of the Indenture; provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements to the reasonable satisfaction of the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee shall have been filed with the Trustee; and 4 .. ... ~ . . . . . (c) Bonds in lieu of which others have been authenticated (or payaent, when due, of which is made without replacement) under Section 2.05 of the Indenture. "Paying Agent" means, as to the Project Bonds, the Trustee, and, as to Additional Bonds, any bank or trust company designated as such by or pursuant to the applicable Bond Legislation, and their successors aesignated I pursuant to the Indenture. "Person" or words importing persons mean and include firms, associa- tions, partnerships (including limited partnerships), societies, trusts (pub- lic or private), corporations or other legal entities including public or governmental bodies, as well as natural persons. "Project" means (a) the real estate at the time comprising the Project Site as defined in the Agreement and (b) the real and personal prop- erty at the time comprising the Project Facilities as defined in the Agree- ment, together constituting a "project" as defined in the Act. "Project Bonds" means the $1,910,000 Industrial Development First MOrtgage Revenue Bonds (Medical Facilities Project) (Grant Hospital - Guarantor) of the Issuer authorized in Section 3 hereof. "Project Note" means the non-negotiable pro1Dissory note of the Borrowers in the form attached to the Agreement as Exhibit A, in the principal amount of $1,910,000 evidencing the obligation of the Borrowers to Dl4ke Loan Payments and delivered by the Borrowers to the Trustee pursuant to the Agreement. "Project Purposes" means acquiring, constructing, installing, equipping or improving real and personal property comprising a commercial facility to be used as a medical office building and urgent care center, or I such use as may otherwise be permitted by the Agreement. "Registered Bonds" means Bonds registered in the name of the holder, including coupon Bonds registered as to principal (except to bearer) and fully registered Bonds; and "fully registered Bonds" means Bonds without coupons registered as to both principal and interest. "Revenues" means (a) the Loan Payaents, (b) subject to the provi- sions of Sections 3.04 and 8.02 of the Indenture with respect to the Trustee holding moneys for the benefit of the holders of particular Bonds, all other IDOneys received or to be received by the Issuer, or the Trustee for the account of the Issuer, in respect of repayment of the Loan including IIOneys in the Bond Fund, (c) unexpended IDOneys in the Construction Fund and (d) all income and profit from the investment of the Loan Payments and such other moneys. "State" means the State of Ohio. 5 .. . . . . "Trustee" means the trustee under the Indenture, originally BancOhio National Bank, Columbus, Ohio, and any successor Trustee as determined or designated under or pursuant to the Indenture. Any reference herein to the Issuer, to the Legislative Authority or to any member or officer of either, shall include those succeeding to their functions, duties or responsibilities pursuant to or by operation of law or I lawfully performing their functions. Any reference to a section or provision of the Constitution of the State 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, llOdified, revised, supplemented or superseded, provided that no such change in said Constitution or laws shall be applicable solely by reason of this provision if such change in any way . constitutes an impairment of the rights or obligations of the Issuer, the Bondholders, the Trustee or the Borrowers under this Bond Legislation, the Project Bonds, the Agree1Dent, the Project Note, the !t>rtgage or the Indenture, or any other document executed in connection with any of the foregoing, including, without l1ndtation, any alteration of the obligation to pay the Bond service charges in the amount and manner, at the times, and from the sources provided in this Bond Legislation and the Indenture, except as otherwise herein permitted. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number, and vice versa; the terms "hereof", "hereby", "herein", "hereto", "hereunder" and sindlar terms refer to this Bond Legislation and the Indenture; and the term "hereafter" means after, and the term "heretofore" means before, the effective date of this Bond Legislation. Words of the masculine gender include the fendnine and the neuter and when the sense so indicates, words of the neuter gender may refer to any gender. The captions and headings in this Bond Legislation shall be solely , for convenience of reference and in no way define, limit or describe the scope or intent of any provisions or Sections of this Bond Legislation. Section 2. Determinations of Le islative Authorit . The Legisla- tive Authority does hereby determine that a) the Project is a "project" as defined in the Act and is consistent with the purposes of Section 13 of Article VIII of the State Constitution; (b) the utilization of the Project is in furtherance of the purposes of the Act and will benefit the people of the Issuer and of the State by creating jobs and employment opportunities and improving the econondc welfare of the people of the Issuer and of the State; and it is hereby determined that (c) the provision of loan assistance in the financing of costs of acquiring, constructing, installing, equipping or improving the Project, including the financing of the costs thereof, will require the issuance, sale and delivery of the Project Bonds and hereafter may require the Issuer's best efforts to issue, sell and deliver Additional Bonds. Section 3. Authorization and Terms of Project Bonds. It is deter- ndned 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 6 ., . . - . Project Bonds for the purpose of _king a loan to assist the Borrowers in the financing of costs of acquiring, constructing, installing, equipping or improving the Project for the Project Purposes. The Project Bonds shall be designated "Industrial Development First MOrtgage Revenue Bonds (Medical Facilities Project) (Grant Hospital - Guarantor)". (a) FOnD. Nuabering, Den01Dination and Date. The Project Bonds shall be initially issued in coupon or fully registered fOnD as may be I requested by the Original Purchaser thereof, shall be exchangeable for fully registered or coupon Project Bonds in the manner and on ~he tenDS provided in the Indenture, and shall be numbered as dete1'1Dined by the Fiscal Officer. Project Bonds in coupon fOnD shall be in the denomination of $5,000 each, shall be registrable as to principal, and shall be dated as of December I, 1982. Project Bonds in fully registered fOnD shall be in the denomination of $5,000 and any JDUltiple thereof pe1'1Ditted by the Indenture, and shall be dated as of December I, 1982 if authenticated prior to the first Interest Payment Date on the Project Bonds, and otherwise shall be dated as of the Interest Payment Date next preceding the date of their authentication except that if authenticated on an Interest Payment Date they shall be dated as of such date of authentication; provided that if at the time of authentication interest thereon is in default, they shall be dated as of the date to which interest has been paid. (b) Interest late and Principal Maturities. The Project Bonds shall bear interest from tbeir respective dates at the rate of twelve and one-half percent (12-1/2%) per annum, payable on each Interest Payment Date and shall mature by their stated tenDS on December I, 2002. (c) Redemption Provisions. The Project Bonds are subject to mandatory sinking fund redemption prior to maturity, by lot in such manner as the Trustee may dete1'1Dine, at a redemption price of 100% of the principal amount thereof plus interest accrued to the redemption date, on December I, , 1984 and each December 1 thereafter prior to maturity, in the following principal amounts 'in the years specified. Year Amount Year Amount - - 1984 $30,000 1993 $80,000 1985 30,000 1994 95,000 1986 35,000 1995 105,000 1987 40,000 1996 115,000 1988 45,000 1997 130,000 1989 50,000 1998 150,000 1990 60,000 1999 165,000 1991 65,000 2000 190,000 1992 75,000 2001 210,000 If retired only by such mandatory redemption prior to _turity, there would remain $240,000 principal amount of Project Bonds due December I, 2002 to be paid at maturity. The aggregate of the Loan Payments specified in Section 4.1 of the Agreement which is to be deposited in the Bond Fund on the Loan 7 .' . . - Payment Date as defined in the Agreement, shall include amounts sufficient to redeem (less the amount of any credit as provided below) on the date specified above the principal amount of the Project Bonds set forth opposite each such date. The Issuer, or the Borrowers on behalf of the Issuer, shall have the option to deliver to the Trustee for cancelletion Project Bonds, in any aggregate principal amount with, if coupon Project Bonds, all unaatured I coupons attached or receive a credit against the current mandatory sinking fund requirement (and corresponding mandatory redemption obligation) of the Issuer as set forth above for any Project Bonds which prior thereto have been redeemed (other than through the operation of the mandatory sinking fund requirements) or purchased for cancellation and cancelled by the Trustee and not theretofore applied as a credit against any redemption obligation. Each Project Bond so delivered, or previously redeemed or cancelled shall be credited by the Trustee at 100% of the principal amount thereof against the mandatory sinking fund obligation on such mandatory redemption date, and any excess of such amount shall be credited on future redemption obligations, and the principal amount of Project Bonds to be redeemed by operation of the mandatory sinking fund requirements shall be accordingly reduced. Such option shall be exercised by the Issuer, or the Borrowers on behalf of the Issuer, on or before the.forty-fifth day preceding the applicable mandatory redemption date as set forth above by furnishing the Trustee a certificate, executed by the Fiscal Officer or the Authorized Borrowers Representative, as the case may be, setting forth the extent of the credit to be applied with respect to such mandatory sinking fund requirement. If such certificate is not timely furnished to the Trustee, the mandatory sinking fund requirement (and corresponding mandatory redemption obligation) shall not be reduced. The Project Bonds are also subject to extraordinary optional redemption prior to stated maturity in the event of the exercise by the , Borrowers of their option to direct such redemption upon the occurrence of any of the events specified in Section 6.2 of the Agreement. If called for redemption upon the occurrence of any such events, the Project Bonds shall be subject to redemption by the Issuer on any Interest Payment Date, in whole or in part, at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date. The Project Bonds are also subject to extraordinary mandatory redemption prior to stated maturity upon the deposit of insurance proceeds with the Trustee pursuant to Section 5.8 of the Agreement. If called for redemption upon the occurrence of such event, the Project Bonds shall be subject to redemption by the Issuer at any time, in whole, at a redemption price of 100% of the principal amount thereof, plus accrued interest to the redemption date, but in no event later than 180 days following the deposit of life insurance proceeds with the Trustee. The Project Bonds are subject to loss of tax exemption redemption upon a Determination of Taxability that interest on the Project Bonds is wholly includable for federal income tax purposes in the gross income of a 8 . holder of the Project Bonds (other than because a holder is a "substantial user" of the Project or a "related person" thereof. as those terms are used in Section 103(b) of the Code). In such event. the Project Bonds shall be redeemed by the Issuer from the proceeds of the Borrowers paying advance Loan Payments pursuant to Sections 4.1 and 6.4 of the Agreement at a redemption price equal to 100% of the principal amount thereof. plus accrued interest to the redemption date. plus. in the event that a Determination of Taxability is I the result of a failure by the Borrowers to observe the agreement contained in Section 5.6 of the Agreement. a premium equal to one year's interest borne by such Project Bonds for each twelve (12) month period or part thereof elapsed between the date on which interest on the Project Bonds became taxable and the date of redemption. In addition. upon a Deteraination of Taxability and in the event that the Determination of Taxability is the result of a failure by the Borrowers to observe the agreement contained in Section 5.6 of the Agreement. there shall also be paid to holders of any Project Bond not then outstanding but which was outstanding on the date on which interest on the Project Bonds became taxable. which holders are satisfactorily identified to the Trustee. an amount equal to one year's interest borne by such Project Bond for each twelve (12) month period or part thereof elapsed between the date on which interest on the Project Bonds became taxable and the date such Project Bond was paid or redeemed. As used herein. a "Determination of Taxability" shall be deemed to have occurred upon the final adoption of legislation or regulations or a final non-appealable decision or ruling by any judicial or administrative authority which has the effect of requiring interest on the Project Bonds to be included in the gross income for federal income tax purposes of a holder of the Project Bonds (other than because a holder is a "substantial user" of the Project or a "related person" thereof. as those terms are used in Section l03(b) of the Code) . Notice from the Borrowers to the Trustee that the Borrowers will deliver to the Trustee the moneys needed to redeem any outstanding Project Bonds in accordance with this paragraph shall constitute the direction from the Issuer to the Trustee to call all the then outstanding Project Bonds for , loss of tax exemption redemption pursuant to this paragraph and no separate notice from the Issuer to the Trustee shall be required. The loss of tax exemption redemption pursuant to this paragraph shall occur at the earliest practicable date selected by the Trustee. after consultation with the Borrowers. but in no event later than 180 days following a Determination of Taxability. All of the Project Bonds outstanding on the redemption date selected shall be redeemed by the Issuer on such date. except that Project Bonds to be redeemed pursuant to any other mandatory or optional redemption provisions on or prior to such loss of tax exemption redemption date. but after the aforesaid selection of a loss of tax exemption redemption date. shall be retired on their respective designated redemption dates at the same redemption price as if they had been called for redemption on such loss of tax exemption redemption date. and Project Bonds for the payment or redemption of which sufficient moneys or investments are held by the Trustee as provided in Section 8.02 of the Indenture shall be redeemed on the loss of tax exemption redemption date in accordance with this paragraph and not otherwise. Unless previously redeemed. the Project Bonds are also subject to optional redemption (from funds other than those deposited in accordance with 9 .' . , the mandatory sinking fund requirements of this subsection) by and at the option of the I.suer, at the direction of the Borrowers, prior to stated maturity, in whole or in part from time to time on December 1, 1992, or on any Interest Payment Date thereafter, at redemption prices equal to the following percentages of the principal amount redeemed, plus in each case accrued interest to the redemption date: Redeemption Dates Redemption Price I December 1, 1992 and June 1, 1993 103.0% December 1, 1993 and June 1, 1994 102.5 December 1, 1994 and June 1, 1995 102.0 December 1, 1995 and June 1, 1996 101.5 December 1, 1996 and June 1, 1997 101.0 December 1, 1997 and June 1, 1998 100.5 December 1, 1998 and thereafter 100.0 If less than a!l of the outstanding Project Bonds are called for redemption at one time, the selection of such Project Bonds, or portions of fully registered Project Bonds in amounts of $5,000 or any integral multiple thereof, shall be made by lot by the Trustee in such manner as the Trustee may determine. Notice of the call for redemption of Project Bonds, identifying by designation, letters, numbers or other distinguishing marks, the Project Bonds, or portions of fully registered Project Bonds in amounts of $5,000 or any integral multiple thereof, to be redeemed, the amount of principal being redeemed, the redemption price to be paid, the date fixed for redemption and the place or places where the amounts due upon such redemption are payable, shall be given by the Trustee on behalf of the Issuer by at least one . publication a week for two consecutive weeks in a newspaper or financial journal of national circulation published in the City and State of New York, the first such publication to be not less than thirty days prior to the I redemption date, and, in the case of the redemption of Project Bonds ~t the time in fully registered form or in coupon form registered as to principal, by mailing a copy of the redemption notice by first class mail, postage . prepaid, at least thirty days prior to the date fixed for redemption to the registered owner of each such Project Bond to be redeemed at the address shown on the registration books kept by the Trustee and, in the case of the redemption of any Project Bonds at the time in the form of coupon Project Bonds not registered as to principal or registered as to principal to bearer, by mailing such notice in such manner not less than thirty days prior to the date fixed for redemption to the person whose name appears on the list referred to in Section 9(f) hereof with respect to each such Project Bond to be redeemed at the address shown on such list, provided, that failure to give or receive such notice by mailing, or any defect in such notice, shall not affect the validity of any proceedings for the redemption of the Project Bonds. If, because of the temporary or permanent suspension of publication or national circulation of the appropriate newspaper or financial journal or for any other reason, it is impossible or impractical to publish such notice of call for redemption in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of the Trustee shall 10 .' . , . constitute a sufficient publication of notice. In the event that all of the Project Bonds to be redeemed are in fully registered fora, notice of the call for redemption may be given by mailing a copy of the redemption notice by first class mail, postage prepaid, at least thirty days prior to the date fixed for redemption to the bolder or holders thereof at the address shown on the registration books kept by the Trustee and published notice of the call for redemption need not be given; provided, that failure to give or receive such notice to any Bondholder by mailing, or any defect in such notice to any I Bondholder, shall not affect the validity of the proceedings for the redemption of any of the other Project Bonds. Bond service charges on the Project Bonds shall be payable, without deduction for services of any Paying Agent, at the corporate trust office of the Trustee, except that interest on the fully registered Project Bonds shall be payable by check or draft as provided in the Indenture. The Project Bonds shall be signed in their official capacities by the Executive and the Fiscal Officer, provided that either or both of such signatures may be facsimiles, and shall bear the seal or a facsimile seal of the Issuer. Section 4. Terms of all Bonds. The Bonds shall bear such designa- tions as may be necessary to distinguish them from Bonds of any other series. Bond service charges on all Bonds shall be payable in lawful money of the United States of America. All Bonds shall be negotiable instruments in accordance with Chapter 165, Ohio Revised Code, subject to applicable provi- sions for transfer and registration, and shall express on their faces the purpose for which they are issued and such other statements or legends as may be required by law. Subject to provisions of the applicable Bond Legislation, Bonds shall be issuable as coupon Bonds registrable as to principal or as fully registered Bonds, and may be exchanged as between foras, all as provided in I the Indenture. The Bonds and coupons thereon shall be executed in the manner pro- vided in the Bond Legislation authorizing their issuance or in the manner provided by the applicable law in effect at the time of their issuance. In case any officer whose signature or a facsimile of whose signature shall appear on any Bonds or coupons shall cease to be such officer before the issuance of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time. Unless otherwise provided in the Bond Legislation authorizing the issuance of Additional Bonds, notice of call for redemption of all Bonds shall be given in the manner provided in Section 3 hereof for the notice of call for redemption of. the Project Bonds. If Bonds or portion8 of fully registered Bonds are duly called for redemption and if on such redemption date moneys for the redemption of all the Bonds to be rede...d, together with accrued interest to the redemption date, shall be held by the Trustee or Paying Agents 80 as to be available therefor, then from and after 8uch re- 11 ',. ~ , demption date such Bonds or portions of fully registered Bonds shall cease to bear interest and any coupon for interest thereon aaturing subsequent to the redemption date shall be void. As provided herein, the Bonds shall be equally and ratably payable solely from the Revenues and shall be secured by a pledge of the Revenues and by the Indenture. The Bonds shall be further secured by the Notes and the Mortgage delivered by the Individual Borrowers to the Trustee pursuant to the I Agreement. Anything in the Bond Legislation, the Bonds or the Indenture to the contrary notwithstanding, nothing contained in the Bond Legislation, the Bonds or the Indenture shall constitute a debt or a pledge of the faith and credit of the Issuer, and the Bonds shall contain on the face thereof a statement to that effect and that such Bonds are payable solely from the .~ Revenues; provided, that nothing herein shall be deemed to prohibit the Issuer, of its own volition, from using to the extent lawfully authorized to do so any other resources for the fulfillment of any of the terms, conditions or obligations of the Indenture, the Bond Legislation or any of the Bonds. Section 5. Sale of Project Bonds. The Project Bonds are sold and awarded to the Original Purchaser, in accordance with the Underwriting Agreement among the Issuer, the Borrowers and the Original Purchaser (the "Purchase Contract"), at a purchase price of $1,833,600. The Executive, the Fiscal Officer and the Clerk of the Legislative Authority are authorized and directed to make the necessary arrangements with the Original Purchaser to establish the date, location, procedure and conditions for the delivery of the Project Bonds to the Original Purchaser, and to take all steps necessary to effect due execution, authentication and delivery to the Original Purchaser of the Project Bonds under the terms of this Bond Legislation and the Purchase Contract. It is hereby determined that the price for and the terms of the Project Bonds, and sale thereof, all as provided in this Bond Legislation, are in the best interest of the Issuer and in compliance with all legal requirements. I The distribution of the Preliminary Offering Circular for the Project Bonds dated November 26, 1982 is hereby ratified and approved. The use and distribution of the final Offering Circular relating to the original issue of the Project Bonds substantially in the form now on file with the Clerk of this Legislative Authority and any supplements thereto are hereby authorized. The Issuer has not confirmed, and assumes no responsibility for, the accuracy, completeness or fairness of any statements in the Preliminary Offering Circular or the final Offering Circular or any supplements thereto, or in any reports, financial information, offering or disclosure documents or other information in any way relating to the Project, the Borrowers, the Guarantor or the Original Purchaser. - Section 6. Proceeds of Pro ect Bonds - Construction Fund. All of the proceeds from the sale of the Project Bonds including accrued interest thereon) shall be allocated, deposited and credited as follows: (a) to the Bond Fund, accrued interest, if any, paid by the Original Purchaser and the Capitalized Interest Payment; and 12 . . . (b) . to the Construction Fund. the balance of the proceeds of the Project Bonds. There is created by the Issuer and ordered maintained as a separate deposit account (except when invested as hereinafter provided) in the custody of the Trustee a trust fund in the name of the Issuer to be designated "Village of Dublin. Ohio - Kenneth N. Carpenter. Patricia A. Carpenter and I Dublin Medical Clinic. Inc. Construction Fund" (the "Construction Fund"). MOneys in the Construction Fund may be invested as provided in Section 10 hereof and shall be disbursed in accordance with the provisions of the Agreement. The Trustee is authorized and directed to make any such disbursement from the Construction Fund in accordance with the provisions of the Agreement. If the Completion Date for the Project occurs prior to August 1. 1983. moneys representing the balance of the Capitalized Interest Payment in the Bond Fund for the period between the Completion Date and August 1. 1983 shall be transferred to the Construction Fund. The moneys and Eligible Investments to the credit of the Construction Fund shall. pending disbursement pursuant to the Agreement. constitute a part of the Revenues pledged and assigned to the Trustee as security for the payment of the Bond service charges.. Section 7. Sources of Payment - Bond Fund. As provided in the Agreement. and as evidenced and to be evidenced by the Notes. Bond service charges. as they come due. shall be payable (i) in the first instance from the Loan Payments to be made by the Borrowers directly to the Trustee for the account of the Issuer pursuant to the terms of the Agreement and deposited in the Bond Fund, (ii) if such Loan Payments are not made or moneys then on deposit in the Bond Fund and available for such purposes are insufficient to I meet such Bond service charges, from other Revenues to the extent then avail- able and (iii) from any other source lawfully available to the Trustee including proceeds from the sale or liquidation of any collateral pursuant to the MOrtgage. There is created by the Issuer and ordered maintained as a separate deposit account (except when invested as hereinafter provided) in the custody of the Trustee. a trust fund to be designated "Village of Dublin, Ohio - Kenneth N. Carpenter, Patricia A. Carpenter and Dublin Medical Clinic. Inc. Revenue Bond Fund" (the "Bond Fund"). The Bond Fund (and accounts therein provided for in the Indenture or in the. Agreement) and the moneys and Eligible Investments therein are hereby pledged to and shall be used solely and exclusively for the payment of Bond service charges as they fall due at stated maturity or by redemption or pursuant to any mandatory sinking fund requirements. all as provided herein and in the Indenture and the Agreement. provided that no part thereof (except as may otherwise be provided for herein, in the Indenture or the Agreement) shall be used to redeem, prior to maturity, any Bonds. 13 . -- .. . - . No later than one business day prior to a date when Bond service charges are due and payable, the Trustee shall transmit from .oneys in the Bond Fund applicable thereto to any other Paying Agents, as appropriate, amounts sufficient to meet payments to be made by them of Bond service charges to be then due and payable; provided that to the extent that the amount needed by any other Paying Agent is not sufficiently predictable, the Trustee may make such credit arrangements with such Paying Agent as will permit meeting I such payments. There shall be deposited into the Bond Fund (and credited, if re- quired by the Indenture or the Agreement, to appropriate accounts therein), as and when received, (a) all Loan Payments, (b) all other Revenues except for the amounts required by the Bond Legislation, the Indenture, the Mortgage or the Agreement to be deposited into the Construction Fund or any separate insurance or condemnation proceeds account and (c) amounts, if any, transferred from the Construction Fund pursuant to Section 3.4 of the Agree- ment. Nothing in this Bond Legislation is intended to prevent the Borrowers from delivering moneys to the Trustee pursuant to Section 4.6 of the Agreement to be used to purchase or redeem Bonds in accordance with that Section and the Trustee shall promptly apply such moneys to the purchase or redemption of Bonds in accordance with the Borrowers' instructions. Section 8. Additional Bonds. The Issuer, at the request of the Borrowers if the Borrowers are not then in default under the Agreement, to the extent then permitted by law and for purposes consistent with the Act: (a) shall to the extent reasonably deemed necessary by the Issuer to create or maintain the character or signifi- cance of the Project as furthering the purposes of the Act use its best efforts to issue Additional Bonds from I time to time to provide for: (i) completion of the Project, or (ii) the acquisition for the Project of additional real estate or interests therein within the boundaries of the Issuer, repairs to the Project of a major nature arising from casualty or unanticipated conditions, or the acquisition, construetion, enlargement, improve- ment, equipping, furnishing and installation of prop- erty to be used in connection with the Project and to be located on the Project Site as defined in the Agree- ment, or any combination thereof, or (iii) any combination of (i) and (ii), and (b) may issue Additional Bonds from time to time to provide for: (1) the acquisition for the Project of additional real estate or interests therein within the boundaries 14 . . . . of the Issuer, or the acquisition, construction, en- largement, improvement, equipping, furnishing and installation of property to be used in connection with the Project and to be located on the Project Site as defined in the Agreement, or any combination thereof, or (ii) refunding outstanding Bonds, or I (iii) any combination of the purposes described in clauses (a) and (b) hereof. Additional Bonds may be issued only if consented to by the Guarantor and if payments by the Borrowers with respect to the Additional Bonds are guaranteed by the Guarantor. Such Additional Bonds shall be on a parity with the Project Bonds and any Additional Bonds theretofore or thereafter issued. Before any Additional Bonds are authenticated there shall be delivered to the Trustee the items required by Section 2.08 of the Indenture. Section 9. Covenants and Representations of Issuer. In addition to other covenants and representations of the Issuer contained in this Bond Legislation and the Indenture, the Issuer further covenants, represents and agrees as follows: (a) Payment of Bond Service Charges. The Issuer will, solely from the sources herein provided, payor cause to be paid all Bond service charges on the dates, at the places and in the manner provided herein, in the applicable Bond Legislation and in the Bonds and coupons. (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 Agreement, this I Bond Legislation, the Indenture and in any and every Bond executed, authen- ticated and delivered under the Indenture, and in all proceedings of its Legislative Authority pertaining thereto, on its part to be performed or observed. The Issuer represents that it is, and upon delivery of the Project Bonds covenants that it will be, duly authorized by the Constitution and laws of the State, including particularly and without limitation the Act, to issue the Project Bonds, to execute the Indenture, the Agreement and the Purchase Contract and to provide the security for payment of the Bond service charges in the manner and to the extent herein and in the Indenture set forth; that all actions on its part for the issuance of the Project Bonds and execution and delivery of the Indenture, the Agreement and the Purchase Contract have been or will be duly and effectively taken; and that the Project Bonds will be valid and enforceable special obligations of the Issuer according to the terms thereof. Each obligation of the Issuer required to be undertaken pursuant to the Bond Legislation, the Indenture, the Agreement, the Purchase Contract and the Bonds is binding upon the Issuer, and such officer or employee thereof 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 such obligation, as a duty of the Issuer and of each such officer and employee resulting from an office, trust, 15 ". . . or station within the meaning of Section 2731.01, Ohio Revised Code, providing for enforcement by writ of mandamus. . (c) Revenues and Assignment of Revenues. Except as otherwise provided in the Bond Legislation, the Indenture and the Agreement, the Issuer will not pledge or assign the Revenues or create or permit to be created any debt, lien or charge thereon other than the pledge and assignment thereof under this Bond Legislation and the Indenture. I (d) Recordings and Filings. The Issuer will, at the expense of the Borrowers, cause the Indenture and any related documents or instruments relat- ing to the pledge and assignment made by it under the Indenture and this Bond Legislation to secure the Bonds, to be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the holders of the Bonds and the rights of the Trustee thereunder. (e) Inspection of Project Books. All books and documents in the Issuer's possession relating to the Project and the Revenues shall at all times during the Issuer's regular business hours be open to inspection by such accountants or other agents of the Trustee as the Trustee may from time to time designate. (f) List of Bondholders. To the extent that such information shall be made known to the Issuer under the terms of this subsection, the Issuer will keep or arrange to have kept on file at the corporate trust office of the Trustee a list of names and addresses of the last known holders of Bonds payable to bearer. Any Bondholder may in writing addressed to the Issuer or Trustee request that his name and address be placed on said list, which request shall include a statement of the principal amount of Bonds held by such holder and identifying, by number and series designation, such Bonds. Neither the Issuer nor the Trustee shall be under any responsibility with regard to the accuracy of said list. At reasonable times and under reasonable I regulations established by the Trustee, said list may be inspected and copied by the Borrowers, or by holders (or a designated representative thereof) of twenty-five percent or more in principal amount of Bonds then outstanding. .. (g) Ri ht. and Enforcement of the The Trustee, in its name or in the name 0 the ssuer may, or an on If of the Bondholders, enforce all rights of the Issuer, except for Unassigned Issuer's Rights as defined in the Agreement, and all obligations of the Borrowers under and pursuant to the Agreement, whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. However, the Issuer shall do all things and take all actions on its part necessary to comply with obligations, duties and responsibilites on its part under the Agreement, and will take all actions within its authority to keep the Agreement in effect in accordance with the terms thereof. (h) Arbitrage Provisions. The Issuer will restrict the use of the proceeds of the Project Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time of the delivery of and payment for the Project Bonds, so that the Project 16 c. . . , I I . . < . Bonds will not constitute arbitrage bonds under Section 103(c) of the Code. The Fiscal Officer or any other officer having responsibility for issuing the Project Bonds 1s 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 with the Borrowers or any officer, employee, consultant or agent of the Borrowers to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the Project Bonds, setting forth the I reasonable expectations of the Issuer regarding the amount and use of the proceeds of the Project Bonds and the facts, estimates and circumstances on which they are based, such certificate to be premised on the reasonable expectations and the facts, estimates and circumstances on which they are based as provided by the Borrowers, all as of the date of delivery of and payment for the Project Bonds. (i) Transcript of Proceedings. The Clerk of the Legislative Author- ity, or other appropriate officer of the Issuer, shall furnish.to the Ori- ginal Purchaser a true transcript of proceedings, certified by said Clerk or officer, of all proceedings had with reference to the issuance of the Project Bonds along with such information from the records as is necessary to deter- mine the regularity and validity of the issuance of the Project Bonds. (j) Prevailing Wage Rates. As provided in Section 165.031, Ohio Revised Code, all wages paid to laborers and mechanics employed on the Project shall be paid at not less than the prevailing rates of wages for 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, Ohio Revised Code, for determination of prevailing wage rates, provided that should the Individual Borrowers or other nonpublic user of the Project undertake, as part of the Project, construction to be performed by its regular 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 Project Bonds, then, in that event, the rate of pay provided under I the collective bargaining agreement may be paid to such employees. (k) Federal Tax Election. This Legislative Authority elects to have the limitation on capital expenditures specified in Section 103(b)(6)(D) of the Code applied to the Project Bonds, and the execution and filing with the Internal Revenue Service of a statement regarding such election, as provided for in the Code and the rules and regulations of the Internal Revenue Service, by the Executive or the Fiscal Officer is hereby authorized, approved, ratified and affirmed. Section 10. Investment of Bond Fund and Construction Fund. Honeys in the Bond Fund and the Construction Fund shall be invested and reinvested by the Trustee in any Eligible Investments at the oral or written direction of the Authorized Borrowers Representative, provided that investaents of moneys in the Bond Fund shall. mature or be redeemable at the option of the Trustee at the times and in the amounts necessary to provide moneys to pay Bond service charges as they fall due at stated maturity or by redemption or pursuant to any mandatory sinking fund requirements, and that each investment of moneys in the Construction Fund shall in any event mature or be redeemable at the option of the Trustee at such time as may be necessary to make payments from said 17 ... . . ~ ,. . Fund. Any such oral direction shall be confirmed in writing by the Authorized Borrowers' Representative. Subject to any such directions with respect thereto, the Trustee 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 or sold to the Trustee or any commercial bank affiliated with the Trustee. The Trustee shall sell or redeem investments standing to the credit of the Bond Fund to produce suffi- I cient moneys applicable hereunder to and at the times required for the pur- poses 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 restric- tion by reason of any such order. An investment made from moneys credited to the Bond Fund or the Construction Fund shall constitute part of that respec- tive Fund and such respective Fund shall be credited with all proceeds of sale ~ and incoae from such invest_nt; provided that, with respect to the investment of moneys constituting the Capitalized Interest Payment in the Bond Fund, all income from such investaent during the Construction Period shall be credited to the Construction Fund. For purposes of the Indenture and this Bond Legislation, such investments shall be valued at face amount or market value, whichever is less. Sec tion 11. Indenture and Agreeaent. In order to provide for the issuance and sale of the Project Bonds and the consummation of the transac- tions to be consUDllll&ted thereby, the Executive and the Fiscal Officer or the fClerk of this Legislative Authority are hereby authorized and directed to execute, acknowledge and deliver, in the naae and on behalf of the Issuer, the Indenture and the Agreeaent in substantially the forms submitted to this Legislative Authority, which instrWllents are hereby approved, with such changes therein not inconsistent with this Bond Legislation and not substan- tially adverse to the Issuer as may be permitted by the Act and approved by the officers executing the same on behalf of the Issuer. 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 such instruments. I This Bond Legislation shall constitute a part of the Indenture as therein provided and for all purposes of the Indenture, including, application to this Bond Legislation of the provisions in the Indenture relating to modification and supplementation, and provisions for severability. Section 12. Other Documents. The Executive, the Fiscal Officer and the Clerk of this Legislative Authority, as appropriate, are further author- ized and directed to execute such certifications, financing statements, assignments and instruments as are, in the opinion of bond counsel, necessary or appropriate to perfect the pledge and assignments set forth in the Indenture and to consummate the transactions contemplated by this Bond Legislation and provided for in the Indenture and the Agreement. Section 13. Compliance with Open Meeting Require_nts. It is found and determined that all formal actions of this Legislative Authority concern- ing and relating to the adoption of this Bond Legislation were adopted in an open meeting of this Legislative Authority, and that all deliberations of this Legislative Authority and of any of its committees that resulted in these 18 .- f i ~ .... ~ ,. formal actions, were in aetings open to the public, in com.pliance with all legal requirements, including Section 121.22, Ohio Revised Code. Section 14. Emergency. This ordinance is hereby determined to be an emergency measure necessary for the immediate preservation of the public peace, health and safety of the Issuer and for the further reason this ordinance must be immediately effective in order to provide immediately additional jobs and employment opportunities and to im.prove the economic I welfare of the Issuer and its residents; wherefore, this Bond Legislation shall be in full force and effect from and immediately after its passage. I / Passed: , 1982 Mayor . Attest: I 19 . I 'ill.. - iilUiliiiliIiD_Ciil~ c<_g