23-80 Ordinance
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AN ORDINANCE AUTHORIZING THE ISSUANCE OF $800,000 ECONOMIC
DEVELOPMENT FIRST MORTGAGE REVENUE BONDS OF THE VILLAGE OF
DUBLIN, OHIO, IN ORDER TO ASSIST THE OHIO SOCIETY OF
CERTIFIED PUBLIC ACCOUNTANTS IN THE FINANCING OF COSTS OF
NEW COMMERCIAL FACILITIES1 AUTHORIZING THE ISSUANCE OF
ADDITIONAL BONDS1 PROVIDING FOR THE PLEDGE OF REVENUES FOR
THE PAYMENT OF SAID BONDS1 AUTHORIZING A LOAN AGREEMENT
I WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID
BONDS 1 AUTHORIZING A TRUST INDENTURE APPROPRIATE FOR THE
PROTECTION AND DISPOSITION OF SUCH REVENUES AND FURTHER TO
';.i#'" SECURE THE PAYMENT OF SAID BONDS1 AND AUTHORIZING THE
ASSIGNMENT BY THE VILLAGE OF A NOTE AND MORTGAGE1 AND
DECLARING AN EMERGENCY.
WHEREAS, the VILLAGE OF DUBLIN, OHIO (hereinafter
called the "Issuer"), a municipal corporation and political
subdivision in and of the State of Ohio, is by virtue of the
laws of said State, including Section 13 of Article VIII of the
Ohio Constitution and Chapter 165 of the Ohio Revised Code, and
other authorities mentioned therein, authorized and empowered,
among other things, (a) to issue revenue bonds in order to
assist in the financing of costs of commercial facilities
located within the boundaries of the Issuer, (b) to enter into
an agreement with the user of such facilities providing for
revenues, as defined in Section 165.01(1), of the Ohio Revised
Code, sufficient to pay the principal of and interest and any
premium on such revenue bonds, (c) to secure such revenue bonds
by a trust agreement between the Issuer and a corporate
trustee, and by a pledge and assignment of such revenues, as
provided for herein, and (d) to enact this Bond LegiSlation and
enter into the Indenture and the Loan Agreement, as hereinafter
I identified, upon the terms and conditions provided therein1 and
WHEREAS, THE OHIO SOCIETY OF CERTIFIED PUBLIC
ACCOUNTANTS is a non-profit corporation organized and existing
under and by virtue of the laws of the State of Ohio1 and
WHEREAS, it is hereby determined by this Legislative
Authority that the acquisition, construction, installation and
equipment of the Project by the Borrower, as hereinafter
defined, including the financing thereof will require the
issuance, sale and delivery of Project Bonds in the principal
amount of $800,000, and hereafter may require the Issuer's
issuance, sale and delivery of Additional Bonds on a parity
therewith, all of which Bonds shall be equally and ratably
payable and secured as provided herein and in the Indenture
authorized herein1
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NOW THEREFORE, BE IT ORDAINED by the Council of the
Village of Dublin, Ohio:
Section 1. Definitions. In addition to the words and
terms elsewhere defined in this Bond Legislation or in the
Agreement and used herein as defined words and terms, the
following words and terms as used in this Bond Legislation and
I in the Indenture authorized herein shall have the following
meanings unless the context or use clearly indicates another or
different meaning or inten~:
"Act" means Chapter 165 of the Ohio Revised Code,
enacted and amended pursuant to Section 13 of Article VIII and
other provisions of the Ohio Constitution.
"Additional Bonds" means Bonds issued pursuant to
Section 8 of this Bond Legislation.
"Agreement" means the Loan Agreement, provided for in
Section 11 hereof, between the Issuer and the.Borrower, dated
as of March 1, 1980, as the same may be duly amended, modified
or supplemented in accordance with the provisions thereof.
"Assignment" means the Assignment of Mortgage and
Security Agreement, dated as of March 1, 1980, from the Issuer
to the Trustee.
"Bonds" means the Project Bonds and any Additional
Bonds issued and to be issued pursuant to the Indenture.
"Bond Fund" means the Bond Fund created by Section 7
hereof.
I "Bond Fund Payment" means as to the Project Bonds an
amount equal to the interest accrued on the Project Bonds from
their date to the date of their delivery to the Original
Purchaser and payment therefor and as to the Additional Bonds
the amount specified in the Bond Legislation authorizing such
Additional Bonds, provided that the Bond Fund Payment for any
Additional Bonds shall not be less than an amount equal to the
interest accrued on such Additional Bonds from their date to
the date of delivery of such Additional Bonds to their Original
Purchaser and payment therefor.
"Bondholder" or "holder" or "holder of Bonds" means
any person who is the bearer of a coupon Bond which is not
registered as to principal or the principal of which is
registered to bearer, or the person in whose name a registered
Bond is registered, and "holder" when used with reference to a
coupon means the bearer of the coupon.
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"Bond Legislation" means this ordinance authorizing
the Project Bonds, except that when used with reference to an
issue of Additional Bonds it shall mean this Bond Legislation
to the extent applicable and the other legislation providing
for the issuance of such Additional Bonds, and except that when
used with reference to Bonds when Additional Bonds are
outstanding it shall mean this Bond Legislation and the Bond
I Legislation providing for the issuance of Additional Bonds, all
as the same may from time to time be lawfully amended, modified
or supplemented.
"Bond service charges" for any time period means the
principal, including any mandatory sinking fund requirements,
interest, and redemption premium, if any, required to be paid
by the Issuer on the Bonds for such time period.
"Borrower" means The Ohio Society of Certified Public
Accountants, a non-profit corporation organized and existing
under and by virtue of the laws of the State of Ohio, its
successors and assigns.
"Code" means the Internal Revenue Code of 1954, as
amended, and with respect to a specific section thereof such
reference shall be deemed to include (i) the regulations
promulgated under such section, (ii) any successor provision of
similar import hereafter enacted, (iii) any corresponding
provisions of any subsequent Internal Revenue Code, and (iv)
the regulations promulgated under the provisions described in
(i i) and (iii).
"Construction Fund" means the Construction Fund
created by Section 6 hereof.
I "Determination of Taxability" means the final
adoption of legislation or regulations or a final
determination, decision, decree, ruling or technical advice by
any judicial or administrative authority or the issuance of a
statutory notice of deficiency by the Internal Revenue Service
as a result of the limitations prescribed by Section 103 (b) (6)
of the Code having been exceeded, any of which has the effect
of requiring interest on the Bonds to be included in the gross
income for Federal income tax purposes of the holder or
registered owner of the Bonds (other than a holder or
registered owner who is a "substantial user" of the Project or
a "related persOn" as those terms are used in Section 103(b) (8)
of the Code). A decision or ruling by any judicial or
administrative authority shall not be considered final for the
purposes of this definition until the expiration or waiver of
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all periods for judicial review or appeal, as the case may be,
in which review or appeal the Borrower has participated or has
had an opportunity to participate. Such determination shall be
deemed to have occurred upon receipt by the Trustee of evidence
thereof.
"Eligible Investments" means (i) obligations issued
I or guaranteed by the United States of America, or by any person
controlled or supervised by and acting as an instrumentality of
the United States pursuant to the authority granted by
Congress, the payment of the principal and interest of which is
fully and unconditionally guaranteed by the United States of
America1 (ii) obligations issued or guaranteed by any state or
political subdivision thereof rated A or higher by Moody's
Investors Service, Inc. or by Standard & Poor's Corporation,
both of New York, New York, or their successorS1 (iii) open
market commercial or finance paper of any corporation having a
net worth in excess of $100,000,000 and which is rated either
P-1 or A-lor an equivalent by Moody's Investors Service, Inc.
or Standard & Poor's Corporation, both .of New York, New York,
or their successorS1 (iv) investments due within 12 months in
certificates of deposit issued by, or bankers' acceptances of,
the Trustee, or of banks or trust companies organized under the
laws of the United States of America or any state thereof,
which must have a reported capital and surplus of at least
$10,000,000 in dollars of the United States of America1 and
(vi) bank repurchase agreements, including the Trustee's, fully
secured by obligations of the type specified in (i) above 1
provided that any such investment or deposit is not prohibited
by law.
"Event of Taxability" means the occurrence of
I circumstances which a Determination of Taxability shall have
found to have occurred, or which shall constitute a
Determination of Taxability, and which result in the interest
payable on the Bonds becoming includable in the gross income
for Federal income tax purposes of the holder or registered
owner of the Bonds (other than a holder or registered owner who
is a "substantial user" of the Project or a "related person" as
those terms are used in Section 103(b) (8) of the Code), such
occurrence of circumstances relating to a specific point in
time.
"Executive" means the City Manager of the Issuer.
"Fiscal Officer" means the Director of Finance of the
Issuer.
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"Indenture" means the Trust Indenture, provided for
in Section 11 hereof, between the Issuer .nd the Trustee, dated
as of March 1, 1980, including this Bond Legislation as part
thereof, as the same may be amended, modified or supplemented
in accordance with the provisions thereof.
"Interest Payment Date" means, as to the Project
, Bonds, the first day of each March and September and, as to
Additional Bonds, the date or dates identified as such ,in the
Bond Legislation authorizing such Additional Bonds.
"Legislative Authority" means the Council of the
Issuer.
"Loan" means the loan by the Issuer to the Borrower
of the proceeds from the sale of the Project Bonds to the
Original Purchaser, after deducting the Bond Fund Payment, as
the same may hereafter be increased from the proceeds from the
sale of Additional Bonds.
"Loan Payments" means the amounts required to be paid
by the provisions of Section 2.1 of the Agreement, as the same
may hereafter be amended or supplemented, in repayment of the
Loan.
"Mandatory Redemption Date" means March 1, 1985 and
March 1 of each year thereafter to and including March 1, 1999,
and as to any Additional Bonds, the date or dates specified in
the applicable Bond Legislation on which such Additional Bonds
are to be retired pursuant to mandatory sinking fund
requirements. As appropriate, the maturity date denoting a
particular series of Project Bonds shall be used in conjunction
I with the term "Mandatory Redemption Date".
"Mandatory sinking fund requirements" means amounts
required by any Bond Legislation to be deposited in the Bond
Fund for the purpose of retiring, on a specified date,
principal maturities of Bonds which by their terms are due and
payable, if not called for prior redemption, at a subsequent
date.
"Mortgage" means the Mortgage and Security Agreement
pertaining to the Project Site and the Project from the
Borrower, as mortgagor, to the Issuer, as mortgagee, dated as
of March 1, 1980, and any amendment and supplements thereto.
"Note or "Notes" means the Promissory Note of even
date herewith constituting an unconditional promise of the
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Borrower to repay the Loan to the Issuer, and in the form of
Note attached as Exhibit A to the Agreement, and any additional
promissory Note or Notes executed and delivered with respect to
Additional Bonds.
"Notice Address" means:
I (a) As to the Issuer:
Village of Dublin, Ohio
Town Hall
129 South High Street
Dublin, Ohio 43017
Attention: Mayor
(b) As to the Trustee:
Bank One Trust Company, N.A.
100 East Broad Street
Columbus, Ohio 43215
Attention: Corporate Trust
Department
(c) As to the Borrower:
The Ohio Society of Certified
Public Accountants
6161 Busch Blvd.
Columbus, Ohio 43229
Attention: Executive Director
or such different address notice of which is given under
Section 9.04 hereof, but no such notice shall thereby be
required to be sent to more than two addresses.
I "Original purchaser" means, as to the Project Bonds,
collectively the persons who are purchasing the Bonds, as to
Additional Bonds, the person or persons identified as such in
the Bond Legislation providing for the issuance of such
Additional Bonds.
"Outstanding Bonds" or "Bonds outstanding" or
"outstanding" as applied to Bonds, means, as of any date, all
Bonds which have been authenticated and delivered, or are then
being delivered, by the Trustee under the Indenture except:
(a) Bonds surrendered for and replaced upon exchange or
transfer, or cancelled because of payment or
redemption, at or prior to such datel
(b) Bonds for the payment, redemption or purchase for
cancellation of which sufficient moneys have been
deposited prior to such date with the Trustee
(whether upon or prior to the maturity or redemption
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date of any such Bonds), or which are deemed to have
been paid and discharged pursuant to the provisions
of Section 8.02 of the Indenture: provided that if
such Bonds are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been
given or arrangements satisfactory to the Trustee
shall have been made therefor, or waiver of such
I notice satisfactory in form to the Trustee shall have
been filed with the Trustee: and
(c) Bonds in lieu of which others have been authenticated
(or payment, when due, of which is made without
replacement) under Section 2.05 of the Indenture:
and also except that
(d) For the purpose of determining whether the holders of
the requisite principal amount of Bonds have made or
concurred in any notice, request, demand, direction,
consent, approval, order, waiver, acceptance,
appointment or other instrument or communication
under or pursuant to this Indenture, Bonds owned by
or for the account of the Borrower or any person
owned, contr~lled by, under common control with or
controlling the Borrower shall be disregarded and
deemed to be not outstanding. The term "control"
(including the terms "controlling", "controlled by"
and "under common control with") means the
possession, directly or indirectly, of the power to
direct or cause the direction of the management and
policies of a Person, whether through the ownership
of voting securities, by contract, or otherwise.
I Beneficial ownership of 5% or more of a class of
securities having general voting power to elect a
majority of the board of directors of a corporation
shall be conclusive evidence of control of such
corporation.
"Paying Agents" means any banks or trust companies
designated as the paying agencies or places of payment for
Bonds or coupons by or pursuant to the applicable Bond
Legislation, and their successors designated pursuant to the
Indenture.
"Permitted Encumbrances" means as of any particular
time, (i) liens for real estate taxes and special assessments
not then delinquent, (ii) utility, access and other easements
and rights of way, flood rights, leases, restrictions and
exceptions that an Engineer and the Borrower certify will not
interfere with or impair the operations being conducted in the
Project, (iii) such minor defects, irregularities,
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encumbrances, easements, rights of way, and clouds on title as
normally exist with respect to properties similar in character
to the Project and as do not, in the opinion of legal counsel
acceptable to the Trustee, materially impair the property
affected thereby for the purposes for which it was acquired or
is held by the Borrower, and (iv) the Mortgage.
I "Person", whether or not appearing with initial
capitalization, means natural persons, firms, associations,
corporations and public bodies.
"Pledged Receipts" means (a) the Loan Payments,
including the payments of principal of and interest and any
premium on the Note, (b) subject to the provisions of Sections
3.04 and 8.02 of the Indenture with respect to the Trustee
holding moneys for the benefit of the holders of particular
Bonds, all other moneys received by the Issuer, or the Trustee
for the account of the Issuer, pursuant to the Agreement or in
respect to the Loan, (c) the proceeds of the Bonds including
all moneys deposited in the Construction Fund and (d) the
income and profit from the investment of the Loan Payments, any
other moneys held by the Trustee under the Indenture, and the
moneys deposited in the Construction Fund.
"Project" means the real, personal, or real and
personal property, including undivided or other interests
therein, identified in Exhibit B to the Agreement, in or
pursuant to any amendments to the Agreement, and in the
certificate of the Project Supervisor given pursuant to Section
3.3 of the Agreement, and acquired, constructed or installed in
replacement or substitution therefor or in addition thereto,
and as may result from a revision of the Plans and
I Specifications (as defined in the Agreement) in accordance with
the provisions of the Agreement.
"Project Bonds" means the Bonds authorized in Section
3 hereof and designated " Economic Development First Mortgage
Revenue Bonds (The Ohio Society of Certified Public Accountants
- Obligor)".
"Project Purposes" means the purposes of a commercial
facility as described in the Act.
"Project Site" means the real estate constituting the
site of the Project, which real estate is described in Exhibit
C to the Agreement.
"Registered Bonds" means Bonds registered in the name
of the holder, including coupon Bonds registered as to
principal (except to bearer) and fully registered Bonds7 and
"fully registered Bonds" means Bonds without coupons registered
as to both principal and interest.
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"State" means the State of Ohio.
"Trustee" means the Trustee at the time serving under
the Indenture, originally Bank One Trust Company, N.A.,
Columbus, Ohio, as Trustee, and any successor Tr.ustee as
determined or designated under or pursuant to the Indenture.
I Any reference herein to the Issuer, to the
Legislative Authority, or to any officers thereof, shall
include any entity which succeeds to its or their functions,
duties or responsibilities pursuant to or by operation of law.
Any reference to a section or provision of the Ohio
Constitution or the Act or to a section, provision or chapter
of the Ohio Revised Code shall include such section or
provision or chapter as from time to time amended, modified,
revised, supplemented, or superseded, provided, however, that
no such change in the Constitution or laws (a) shall alter the
obligation to pay the Bond service charges in the amounts and
manner, at the times, and from the sources provided in the Bond
Legislation and the Indenture, except as otherwise herein
permitted or (b) shall be deemed applicable by reason of this
provision if such change would in any way constitute an
impairment of the rights of the Issuer or the Borrower under
the Agreement or the Indenture.
Unless the context shall otherwise indicate, words
importing the singular number shall include the plural number,
and vice versa, and the terms "hereof", "hereby", "hereto",
"hereunder", and similar terms, mean this Bond Legislation and
the Indenture.
Section 2. Determinations of Legislative Authority.
I The Legislative Authority hereby determines:
(a) that the real and personal property to be acquired by
the Borrower by purchase, construction, installation
and equipment, through a Loan of the proceeds of the
Bonds, is now and after improvement will be useful to
the Project and Project Site (consisting generally of
a commercial facility), and the utilization of such
property in the creation and location of the Project
is economically sound, and
(b) the Project is a "project" as that term is defined in
Section 165.01 of the Ohio Revised Code, is
consistent with the purposes of Section 13 of Article
VIII of the Ohio Constitution and the Act and will
benefit the people of the Issuer by creating or
preserving jobs and employment opportunities and
promoting the industrial, commercial and economic
development of the Issuer and the State.
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Section 3. Authorization and Terms of Pro ect
Bonds. It is hereby determ ne to e necessary to, and the
Issuer shall, issue, sell and deliver, as provided and
authorized herein and pursuant to the authority of the Act,
$'00,000 aggregate principal amount of Project Bonds for the
purpose of making a loan to assist the Borrower in the
financing of costs of acquiring, constructing, installing and
I equipping the Project and the Project Site to be owned by the
Borrower and used by the Borrower for the Project Purposes,
including costs incidental thereto and to the financing
thereof. Said Project Bonds shall be designated "Economic
Development First Mortgage Revenue Bonds (The Ohio Society of
Certified Public Accountants - Obligor)". The Issuer may also
issue, sell and deliver Additional Bonds on a parity with the
Project Bonds for the purposes and in the manner provided in
Section 8 of this Bond Legislation.
The Project Bonds shall in~~i'i1y 2l~i~d in fully
reg istered form and shall be dated B 11 1:.., . The
Project Bonds shall be in the denomination of $1,000 each and
any integral multiple thereof, shall be numbered from R-1
upwards and shall be of a single maturity of the same series;
provided that the Fiscal Officer with the approval of the
Trustee may authorize issuance of one or more fully registered
Bonds representing more than one maturity of the same series
with appropriate changes in the form of such a Project Bond to
cover more than one maturity, such approval and authorization
to be evidenced as provided in the Indenture.
Each Project Bond in fully registered form shall be
dated as of the date of its delivery or exchange; provided that
if at the time of authentication of any fully registered
I Project Bond interest is in default thereon, such Project Bond
shall be dated as of the date to which interest has been paid.
The Project Bonds shall bear interest from their
respective dates at the rate per annum indicated in the
schedule below, payable semiannually on March 1 and September 1
of each year, commencing September 1, 1980. The Project Bonds
shall mature in accordance with the schedule below.
In the eventcthe Borrower exercises its option to
prepay the Loan as provided in Section 8.2 of the Agreement,
the Project Bonds are subject to extraordinary optional
redemption by the Issuer prior to stated maturity at any time
in whole at a redemption price of 100% of the principal amount
thereof plus accrued interest to the redemption date. Notice
from the Borrower to the Trustee pursuant to Section 8.4 of the
Agreement that the Borrower shall exercise its option to prepay
the Loan pursuant to Section 8.2 of the Agreement and shall
concurrently prepay the Note (or as provided in said Section
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8.4, selection of a prepayment date by the Trustee), shall
constitute the direction from the Issuer to the Trustee to call
all the then outstanding Project Bonds for extraordinary
optional redemption pursuant to this paragraph, and no separate
notice from the Issuer to the Trustee shall be required.
The Project Bonds are also subject to special
I mandatory redemption by the Issuer prior to stated maturity at
any time in whole at a redemption price of 100% of the
principal amount thereof plus accrued interest to the
redemption date if and when the Agreement shall have become
void or unenforceable or impossible of performance in
accordance with the intent and purpose of the parties as
expressed in the Agreement by reason of any changes in the
Constitution of the State or the Constitution of the United
States of America or by reason of legislative or administrative
action (whether state or Federal) or any final decree, judgment
or order of any court or administrative body (whether state or
Federal) entered after the contest thereof by the Issuer or the
Borrower in good faith to such extent that the Note and the
obligations evidenced thereby are no longer enforceable by the
holder thereof.
The Project Bonds are also subject to optional
redemption by the Issuer, at the direction of the Borrower,
prior to stated maturity, at any time, in whole, at a
redemption price of 100% of the principal amount thereof plus
accrued interest to the redemption date if and when interest on
the Project Bonds shall have become subject to Federal income
tax because of a Determination of Taxability. Any such
redemption shall be made not more than 180 days following the
date of the Determination of Taxability (excluding any final
I determination that interest is subject to Federal income tax
with respect to any Bond held by a "substantial user" of the
Project or by a "related person" thereof, as those terms are
used in Section 103(b) (8) of the Code). If the Borrower does
not direct the Issuer to redeem the Project Bonds within 180
days following the date of the Determination of Taxability, the
interest rate on the Project Bonds shall be increased to 10.50%
per annum for the period (which period shall commence
retroactively to the date of the Event of Taxability) as of
which interest on the Project Bonds become taxable to the date
of maturity. Notice from the Borrower to the Trustee pursuant
to Section 8.4 of the Agreement that the Borrower shall prepay
the Loan in full as required under Section 8.3 of the Agreement
and shall concurrently prepay the Note, shall constitute the
direction from the Issuer to the Trustee to call all the then
outstanding Project Bonds for special mandatory or optional
redemption pursuant to this paragraph, and no separate notice
from the Issuer to the Trustee shall be required.
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The Project Bonds are also subject to optional
redemption in whole or in part, and if in part, then by lot, by
the Issuer at the direction of the Borrower on or after
September 1, 1980, or on any Interest Payment Date thereafter
at a redemption price equal to lOOt of the principal amount
thereof, plus accrued interest to the redemption date.
I The Project Bonds maturing March 1, 2000, are also
subject to mandatory redemption selected by lot by the Trustee
prior to maturity on March 1, 1985, and on each March 1
thereafter until and including March 1, 1999, at lOOt of the
principal amount thereof, plus accrued interest to the date of
redemption in the principal amounts set forth in the schedule
below.
Principal
Amount
Subject to
Year Ending Mandatory Stated Interest
March 1 Redemption Maturity. Rate
1985 $80,000 7.00t
1986 20,000 7.00t
1987 20,000 7.00t
1988 20,000 7.00t
1989 25,000 7.00t
1990 25,000 7.00t
1991 25,000 7.00t
1992 30,000 7.00t
1993 30,000 7.00t
1994 35,000 7.00t
1995 35,000 7.00%
I 1996 40,000 7.00t
1997 45,000 7.00t
1998 45,000 7.00t
1999 50,000 7.00%
2000. $275,000 7.00%
Notice from the Borrower to the Trustee pursuant to Section 8.4
of the Agreement that the Borrower shall exercise its option to
prepay all or any portion (in amounts of $1,000 or any integral
multiple thereof) of the Loan Payments pursuant to Section 8.2
of the Agreement shall constitute the direction from the Issuer
to the Trustee to call an equivalent principal amount of then
outstanding Project Bonds for optional redemption pursuant to
this paragraph, and no separate notice from the Issuer to the
Trustee shall be required.
If less than the entire unmatured portion of the
Project Bonds shall be called for redemption at any time or
from time to time (otherwise than pursuant to any mandatory
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sinking fund provisions hereof) they shall be called in inverse
order of the maturities of the Project Bonds at the time
outstanding; and if less than all of the Project Bonds
outstanding of one maturity are to be called, the selection of
such Project Bonds or portions of fully registered Project
Bonds of such maturity to be called shall be made by lot by the
Trustee in such manner as the Trustee may determine.
I Notice of the call for any redemption of Project
Bonds, identifying by designation, letters, numbers, or other
distinguishing marks, the Project Bonds (in amounts of $1,000
or any integral multiple thereof) or portions of fully
registered Project Bonds to be redeemed, the redemption price
to be paid, the date fixed for redemption and the place or
places where the amounts due upon such redemption are payable,
shall be given by the Trustee on behalf of the Issuer by
mailing a copy of the redemption notice by first class mail at
least thirty (30) days prior to the date fixed for redemption
to the registered owner of each such registered Project Bond to
be redeemed at the address shown on the registration books kept
by the Trustee; provided, however, that failure to give such
notice by mailing, or any defect in such notice, shall not
affect the validity of proceedings for the redemption of the
Project Bonds. The holder or holders of Project Bonds may
waive such notice in writing and in such event, no notice of
any kind need be given with respect to the Project Bonds of
such holder or holders to be so redeemed.
The principal of and any redemption premium on
registered Project Bonds shall be payable at the corporate
trust office of the Trustee, and interest on fully registered
Project Bonds shall be payable by check or draft as provided in
! the Indenture.
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The Project Bonds shall be executed by the Executive
and Fiscal Officer of the Issuer, provided that either or both
of such signatures may be facsimiles.
Section 4. Terms of all Bonds. All Bonds shall bear
such designation as may be necessary to distinguish them from
Bonds of any other ser,ies. Bond service charges on all Bonds
shall be payable in lawful money of the United States of
America. Subject to provisions of the applicable Bond
Legislation, Bonds shall be issued as coupon Bonds registrable
as to principal or as fully registered Bonds, and may be
exchanged as between forms, all as provided in the Indenture.
All Bonds shall be negotiable instruments within the meaning of
Chapter 165 of the Ohio Revised Code, subject to applicable
provisions for registration, and shall express on their faces
the purpose for which they are issued and such other statements
or legends as may be required by law.
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All bonds and coupons shall be executed in the manner
provided in the Bond Legislation authorizing their issuance or
in the manner provided by the applicable law in effect at the
time of their issuance. In case any officer whose signature or
a facsimile of whose signature shall appear on any Bonds or
coupons shall cease to be such officer before the issuance,
authentication or delivery of such Bonds or coupons, such
I signature or such facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he had remained in
office until that time.
Unless otherwise provided in the Bond Legislation
authorizing the issuance of Additional Bonds, notice of call
for redemption of all Bonds shall be given in the manner
provided in Section 3 hereof for the notice of call for
redemption of the Project Bonds. If Bonds or portions of fully
registered Bonds are duly called for redemption and if on such
redemption date moneys for the redemption of all the Bonds to
be redeemed, together with accrued interest to the redemption
date, shall be held by the Trustee or Paying Agents so as to be
available therefor, then from and after such redemption date
such Bonds or portions of fully registered Bonds shall cease to
bear interest and any coupons for interest thereon maturing
subsequent to the redemption date shall be void.
Section 5. Security Pledged for Bonds. As provided
herein, the Bonds shall be equally and ratably payable solely
from the Pledged Receipts and secured by a pledge of and lien
on moneys deposited in the Construction Fund and Bond Fund and
a pledge and assignment of other moneys constituting Pledged
Receipts, and further secured by the Indenture and by the
pledge and assignment of the Note and of all right, title and
I interest of the Issuer in, to and under the Mortgage pursuant
to the AssignmentJ and anything in the Bond Legislation, the
Bonds or the Indenture to the contrary notwithstanding, neither
the Bond Legislation, the Bonds, nor the Indenture shall
constitute a debt or a pledge of the faith and credit of the
Issuer or of the State or of any political subdivision thereof
and the holders or owners. of the Bonds shall have no right to
have taxes levied by the General Assembly of the State or the
taxing authority of the Issuer or of any other political
subdivision of the State for the payment of the principal of,
premium, if any, or interest on the Bonds, but such Bonds are
payable solely from the Pledged Receipts and the Bonds shall
contain on the face thereof a statement to that effectJ
provided, however, that nothing herein shall be deemed to
prohibit the Issuer, of its own volition, from using to the
extent it is lawfully authorized to do so, any other resources
or revenues for the fulfillment of any of the terms, conditions
or obligations of the'Indenture, the Bond Legislation or any of
the Bonds.
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Section 6. Sale of Project Bonds and Allocation
of Purchase Price. The Executive and Fiscal Officer are each
hereby authorized and directed to offer for sale the Project
Bonds to the Original Purchaser for purchase by the Original
Purchaser at the price of 100' of the principal amount of the
Project Bonds in accordance with the terms and provisions of
this Bond Legislation, and to make the necessary arrangements
I on behalf of the Issuer with the Original Purchaser to
establish the date, location, procedure and conditions for the
delivery of the Project Bonds to the Original Purchaser. The
Executive and Fiscal Officer further are hereby authorized and
directed to take all steps necessary to effect due
authentication, delivery and security of the Project Bonds
under the terms of this Bond Legislation and the Indenture, and
it is hereby determined that the aforesaid purchase price and
the interest rate for the Project Bonds and the manner of sale,
as provided in this Bond Legislation, are in the best interest
of the Issuer and consistent with all legal requirements. The
Fiscal Officer shall cause to be furnished to the Original
Purchaser a true transcript of proceedings had with reference
to the issuance of the Project Bonds, certified by such Fiscal
Officer, along with such information from such Fiscal Officer's
records as is necessary to determine the regularity and
validity of the issuance of said Bonds.
At the time of issuance, delivery of and payment for
the Project Bonds, the Bond Fund Payment shall be deposited
from the purchase price for the Project Bonds into the Bond
Fund.
There is hereby created by the Issuer and ordered
maintained as a separate deposit account (except when invested
I as hereinafter provided) in the custody of the Trustee a trust
fund to be designated "Village of Dublin - CPAs Construction
Fund" (herein called the "Construction Fund"). After deducting
the Bond Fund Payment required by the preceding paragraph to be
paid otherwise than to the Constuction Fund, the balance of the
proceeds of the Project Bonds shall be deposited in the
Construction Fund as the Loan to the Borrower provided for in
the Agreement. Moneys in the Construction Fund shall be
disbursed by the Trustee in accordance with the provisions of
the Agreement, and the Trustee is hereby authorized and
directed to issue its check for each disbursement required by
the provisions of the Agreement. The Issuer covenants and
agrees promptly to take whatever action, if any, is necessary
in approving and ordering all such disbursements.
The moneys to the credit of the Construction Fund
shall, pending application thereof as above set forth, be
subject to a lien and charge in favor of the holders of the
Project Bonds, but only to the extent of their interest therein.
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Section 7. Source of Payment - Bond Fund. As
provided in the Agreement, Loan Payments sufficient in time and
amount to pay the Bond service charges as they come due, are to
be paid by the Borrower directly to the Trustee for the account
of the Issuer and deposited in the Bond Fund. Under the
provisions of the Agreement, payments with respect to the Note
received by the Trustee shall be deposited into the Bond Fund
I for the account of the Issuer and shall constitute Loan
Payments.
- There is hereby created by the Issuer and ordered
maintained, as a separate deposit account (except when invested
as hereinafter provided) in the custody of the Trustee, a trust
fund to be designated "Village of Dublin - CPAs Revenue Bond
Fund" (herein called the "Bond Fund"). The Bond Fund (and
accounts therein provided for in the Indenture or in the
Agreement) and the moneys and investments therein are hereby
pledged to and shall be used solely and exclusively for the
payment of Bond service charges as they fall due at stated
maturity or by redemption or pursuant to any mandatory sinking
fund requirements, all as provided herein and in the Indenture
and the Agreement, provided that no part thereof (other than
any amounts paid as and for any mandatory sinking fund
requirements, and except as may otherwise be provided for
herein and in the Indenture or the Agreement) shall be used to
redeem, prior to maturity, any Bonds.
On or before each date when Bond service charges are
due and payable, the Trustee shall transmit from moneys in the
Bond Fund applicable thereto to any other Paying Agents, as
appropriate, amounts sufficient to meet payments to be made by
them of Bond service charges to be then due and payable;
I provided that to the extent that the amount needed by any other
Paying Agent is not sufficiently predictable, the Trustee may
make such credit arrangements with such Paying Agent so as to
permit meeting such payments.
There shall be deposited into the Bond Fund (and
credited, if required by the Indenture or the Agreement, to
appropriate accounts therein), as and when received, (a) all
Loan Payments and (b) all other Pledged Receipts, except those
amounts required by the Indenture or the Agreement to be
deposited in the Construction Fund or any other separate
insurance or condemnation proceeds account.
As and for the mandatory sinking fund requirements
for the retirement, by mandatory redemption pursuant to Section
3 hereof, of the Project Bonds, the aggregate of the Loan
Payments specified in Section 2.1 of the Agreement which is to
be deposited in the Bond Fund on or before each Loan Payment
Date (as defined in the Agreement) shall include amounts
sufficient to redeem (less the amount of any credit as provided
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in the next following paragraph) on each corresponding
Mandatory Redemption Date the principal amount of Project Bonds
set opposite the appropriate year as follows:
Principal Amount
Year Ending Subject to Mandatory
March 1 Redemption
I 1985 $80,000
1986 20,000
1987 20,000
1988 20,000
1989 25,000
1990 25,000
1991 25,000
1992 30,000
1993 30,000
1994 35,000
1995 35,000
1996 40,000
1997 45,000
1998 45,000
1999 50,000
2000 (Matur i ty) 275,000 .
For the purpose of effecting said mandatory redemption the
Trustee, on behalf of the Issuer and withQut necessity for
further action by the Issuer or the Borrower, shall cause to be
redeemed, in the manner provided in Section 3 hereof, on each
Mandatory Redemption Date such aggregate principal amount of
the Project Bonds as equals the mandatory sinking fund
requirements as provided for above in this Section 7 for the
I applicable Mandatory Redemption Date. Project Bonds called for
redemption pursuant to the mandatory sinking fund redemption
provisions hereof shall be called by lot.
At its option, to be exercised on or before the
forty-fifth day preceding any Mandatory Redemption Date, the
Issuer, or the Borrower on behalf of the Issuer, may (a)
deliver to the Trustee for cancellation Project Bonds in any
aggregate principal amount, with, if coupon Bonds, all
unmatured coupons attached, or (b) receive a credit against the
current mandatory sinking fund requirement (and corresponding
mandatory redemption obligation) of the Issuer under the
preceding paragraph for any Project Bonds which prior to such
date have been redeemed (other than through the operation of
the mandatory sinking fund requirements provided for in this
Section) or purchased for cancellation and cancelled by the
Trustee and not theretofore applied as a credit against any
mandatory sinking fund requirement (and corresponding mandatory
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redemption obligation) under said preceding paragraph. Each
Project Bond so delivered or previously redeemed or purchased
for cancellation shall be credited by the Trustee at 100% of
the principal amount thereof against the respective mandatory
sinking fund requirement (and corresponding mandatory
redemption obligation) of the Issuer on such Mandatory
Redemption Date, and any excess of such amount shall be
credited against future mandatory sinking fund requirements
I (and corresponding mandatory redemption obligations) in
chronological order. The Issuer, or the Borrower on behalf of
the Issuer, will on or before the forty-fifth day preceding
each Mandatory Redemption Date furnish the Trustee with a
certificate, signed by the Fiscal Officer, or by the Authorized
Company Representative (as defined in the Agreement), stating
the extent to which the provisions of (a) and (b) of the first
sentence of this paragraph are to be availed of with respect to
such mandatory sinking fund requirement (and corresponding
mandatory redemption obligation) for such Mandatory Redemption
Date1 unless such certificate is so timely furnished to the
Trustee, such requirement and obligation provided for in the
preceding paragraph shall not be reduced.
The Issuer hereby covenants and agrees that so long
as any of the Bonds are outstanding it will deposit, or cause
to be deposited, in the Bond Fund Pledged Receipts sufficient
in time and amount to pay the Bond service charges as the same
become due and payable, and to this end the Issuer covenants
and agrees that, so long as any Bonds are outstanding, it will
diligently and promptly proceed in good faith and use its best
efforts to enforce the Agreement, and that, should there be an
event of default under the Agreement, the Issuer shall fully
cooperate with the Trustee and with the Bondholders to protect
I fully the rights and security of the Bondholders hereunder.
Nothing herein shall be construed as requiring the Issuer to
use or apply to the payment of Bond service charges any funds
or revenues from any source other than Pledged Receipts.
The Issuer covenants and agrees, whenever the moneys
and investments in the Bond Fund (or otherwise held by the
Trustee for such purpose) are sufficient in amount to redeem
all of the Bonds then outstanding and to pay interest to accrue
thereon to the date or dates of such redemption, to take and
cause to be taken, at the direction of the Borrower, the
necessary steps to redeem all of said Bonds on the next
succeeding redemption date or dates for which the required
notice of call for redemption may be given.
Section 8. Additional Bonds. At the request of the
Borrower, if the Borrower is not then in default under the
Agreement, the Issuer, to the extent permitted by law
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(including the Act) then in effect and for purposes consistent
with the Act, shall use its best efforts to issue Additional
Bonds from time to time to provide loans to the Borrower for:
(i) completion of the Project, including additional costs
incurred in providing the Project, or (ii) the acquisition for
the Project of additional real estate or interests therein, or
repairs to the Project of a major nature arising from casualty
I or unanticipated conditions, or (iii) the acquisition,
construction and installation of additional industrial,
commercial, distribution or research facilities to be used in
connection with the Project and to be located on the Project
Site, or to be used in connection with other facilities located
within the boundaries of the Issuer which are owned in whole or
in part by the Borrower, or any combination thereof, or (iv)
refunding the Project Bonds or anyone or more series of
Additional Bonds, or (v) any combination of the foregoing1
provided, that the proceeds of any Additional Bonds shall,
except to the extent issued for the purpose .described in clause
(iv), be used solely to pay permissible costs under the Act.
Such Additional Bonds shall be on a parity with the Project
Bonds and any Additional Bonds theretofore or thereafter
issued. Before any Additional Bonds are authenticated there
shall be delivered to the Trustee the items required by Section
2.08 of the Indenture and (a) any necessary amendment of the
Agreement to provide for increased Loan Payments so that the
aggregate of the Loan Payments thereafter payable under the
Agreement shall be sufficient in amount to make all required
< payments into the Bond Fund in order to pay when due Bond
service charges on all Bonds then to be outstanding, and for
all Additional Payments (as defined in the Agreement) by the
Borrower under the provisions of the Agreement and the Bond
LegiSlation, and (b) either the opinion of nationally
I recognized bond counselor a ruling of the Internal Revenue
Service of the united States Department of Treasury that the
issuance of such series of Additional Bonds will not adversely
affect the exemption from Federal income taxation of the
interest paid or payable on any outstanding Bonds.
Section 9. Covenants of Issuer. In addition to
other covenants of the Issuer in this Bond LegiSlation and the
Indenture contained, the Issuer further covenants and agrees as
follows:
(a) Payment of Bond Service Charges. The Issuer
will, solely from Pledged Receipts, payor cause to be paid the
Bond service charges on each and all Bonds on the dates, at the
places and in the manner provided herein, in the applicable
Bond Legislation and in the Bonds and coupons.
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(b) Performance of Covenants, Authority and
Actions. The Issuer will at all times faithfully observe and
perform all agreements, covenants, undertakings, stipulations
and provisions contained in the Bond Legislation, the
Agreement, the Indenture and in any and every Bond executed,
authenticated and delivered under the Indenture, and in all
proceedings of the Issuer pertaining to the Bonds, the
Indenture or the Agreement. The Issuer warrants and covenants
I that it is, and upon delivery of the Project Bonds will be,
duly authorized by the Constitution and laws of the State,
including particularly and without limitation the Act, to issue
the Project Bonds and to execute the Indenture and the
Agreement, to provide the security for payment of the Bond
service charges in the manner and to the extent herein and in
the Indenture set forth; that all actions on its part for the
issuance of the Project Bonds and execution and delivery of the
Indenture and the Agreement have been or will be duly and
effectively taken; and that the Project Bonds and the coupons
pertaining thereto in the hands of the holders thereof will be
valid and enfor~eable special obligations of the Issuer
according to the terms thereof. Each provision of the Bond
Legislation, Indenture, Agreement and Bonds is binding upon
each such officer of the Issuer as may from time to time have
the authority under law to take such actions as may be
necessary to perform all or any part of the duties required by
such provision; and each duty of the Issuer and of its officers
undertaken pursuant to such proceedings for the Bonds is
established as a duty of the Issuer and of each such officer
having authority to perform such duty, specifically enjoined by
law and resulting from an office, trust, or station within the
meaning of Section 2731.01 of the Ohio Revised Code, providing
for enforcement by writ of mandamus.
I (c) Pledged Receipts. Except as otherwise provided
in the Bond Legislation, Indenture and Agreement, the Issuer
will not create or suffer to be created any debt, lien or
charge thereon, or make any pledge or assignment of or create
any debt, lien or charge thereon, or make any pledge or
assignment of or create any lien or encumbrance upon the
Pledged Receipts, including the moneys in the Bond Fund and
Construction Fund, other than the pledge and assignment thereof
under the Bond Legislation, Indenture and Agreement.
(d) Recordings and Filings. The Issuer will cause
(to the extent required by the laws of the State to perfect
such instruments and/or the lien created thereby) the Mortgage
and the Assignment, and any amendments or supplements to any of
them, and all necessary financing statements, amendments
thereto, continuation statements and instruments of similar
character relating to the pledges and assignments made by it to
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secure the Bonds, to be recorded and filed in such manner and
in such places and to the extent required by law in order to
fully preserve and protect the security of the holders of the
Bonds and the rights of the Trustee under the Indenture.
(e) Inspection of Project Books. All books and
documents in the Issuer's possession relating to the Project or
I the Pledged Receipts shall at all times be open to inspection
by such accountants or other agents of the Trustee as the
Trustee may from time to time designate.
(f) List of Bondholders. To the extent that such
information shall be made known to the Issuer under the terms
of this paragraph, the Issuer will keep or arrange to have kept
on file at the corporate trust office of the Trustee a list of
names and addresses of the last known holders of Bonds payable
to bearer. Any Bondholder may in a writing addressed to the
Issuer or Trustee request that his name and address be placed
on said list, which request shall include a statement of the
principal amount of Bonds held by such holder and shall
identify, by number and series designation, such Bonds.
Neither the Issuer nor the Trustee shall be under any
responsiblity with regard to the accuracy of said list. At
reasonable times and under reasonable regulations established
by the Trustee, said 11st may be inspected and copied by the
Borrower, or by the holders (or a designated representative
thereof) of twenty-five percent or more in principal amount of
Bonds then outstanding, such holding and the authority of any
such designated representative to be evidenced to the
satisfaction of the Trustee.
(g) Rights under Agreement. The Trustee, in its
I name or in the name of the Issuer, may, for and on behalf of
the Bondholders, enforce all rights of the Issuer and all
obligations of the Borrower under and pursuant to the
Agreement, Note and Mortgage, whether or not the Issuer is in
default of the pursuit or enforcement of such rights and
obligations.
(h) Maintenance of Agreement. The Issuer shall do
all things and take all actions on its part necessary to comply
with the obligations, duties and responsibilities on the part
of the Issuer under the Agreement, and will take all actions
within its authority to maintain the Agreement in effect in
accordance with the terms thereof and to enforce and protect
the rights of the Issuer thereunder, including actions at law
and in equity, as may be appropriate.
(i) Arbitrage Provisions. The Issuer wi11 restrict
the use of the proceeds of the Project Bonds in such manner and
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to such extent, if any, as may be necessary, after taking into
account reasonable expectations at the time the Project Bonds
are delivered to the Original Purchaser, so that they will not
constitute "arbitrage bonds" under Section 103(c) of the Code.
The Fiscal Officer or any other officer having responsibility
with respect to the issuance of the Project Bonds, is
authorized and directed, alone or in conjunction with any of
I the foregoing or with any other officer, employee, consultant
or agent of the Legislative Authority, or any officer of the
Borrower, and upon receipt of satisfactory indemnities, to give
an appropriate certificate on behalf of the Issuer, for
inclusion in the transcript of proceedings for the Project
Bonds, setting forth the facts, estimates and circumstances and
reasonable expectations pertaining to said Section 103(c), of
the Code.
Section 10. Investment of Bond Fund and Construction
Fund. Moneys in the Bond Fund and the Construction Fund shall
be invested and reinvested by the Trustee in any Eligible
Investments, in accordance with and subject to any orders of
the Authorized Borrower Representative (as defined in the
Agreement) with respect thereto, provided that investments of
moneys in the Bond Fund shall mature or be redeemable at the
option of the holder at the times and in the amounts necessary
to provide moneys hereunder to pay Bond service charges as they
fall due at stated maturity or by redemption or pursuant to any
mandatory sinking fund requirements, and that each investment
of moneys in the Construction Fund shall in any event mature or
be redeemable at the option of the holder at such time as may
be necessary to make timely payments from said Fund. Subject
to any such orders with respect thereto, the Trustee may from
time to time sell such investments and reinvest the proceeds
I therefrom in Eligible Investments maturing or redeemable as
aforesaid. Any such investments may be purchased from the
Trustee. The Trustee shall sell or redeem investments standing
to the credit of the Bond Fund to produce sufficient moneys
hereunder at the times required for the purpose of paying Bond
service charges when due as aforesaid, and shall do so without
necessity for any order on behalf of the Issuer and without
restriction by reason of any such order. An investment made
from moneys credited to the Bond Fund or the Construction Fund
shall constitute part of that respective Fund and such
respective Fund shall be credited with all proceeds of sale and
income from such investment. For purposes of the Indenture and
this Bond LegiSlation, such investments shall be valued at face
amount or market value, whichever is less. The covenant
contained in Section 4.5 of the Agreement shall apply to
investments of moneys in the Bond Fund and Construction Fund.
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Section 11. IndentureJ Agreement and Assignment. In
order better to secure the payment of the Bond service charges
as the same shall become due and payable, any officer or
officers of the Legislative Authority are hereby authorized and
directed to execute, acknowledge and deliver the Indenture,
Agreement, and Assignment in substantially the forms submitted
to the Issuer, and to endorse upon the Note the assignment
I thereof to the Trustee, which instruments are hereby approved,
with such changes therein not inconsistent with this Bond
Legislation and not substantially adverse to the Issuer as may
be permitted by the Act and approved by the officers executing
the same. The approval of such changes by said officers, and
that such are not substantially adverse to the Issuer, shall be
conClusively evidenced by the execution of the Indenture, the
Agreement, and the Assignment, r~spectively, and by endorsement
of the Note, by such officers.
This Bond Legislation shall constitute a part of the
Indenture as therein provided and for all purposes of said
Indenture, including, without limitation thereto, application
to this Bond Legislation of the provisions in the Indenture
relating to amendment, modification and supplementation, and
provisions for severability.
Section 12. Other Documents. The Executive or the
Fiscal Officer, or both, are hereby further authorized and
directed to execute financing statements, other assignments and
any other instruments as are, in the opinion of the bond
counsel to the Issuer, necessary to perfect the pledges set
forth in the Indenture and to consummate the transactions
provided for in the Indenture and Agreement. The Executive and
Fiscal Officer are also authorized to execute on behalf of the
I . Issuer an Official Statement with respect to the Project Bonds,
if the Original Purchaser shall so request.
Section 13. Compliance with Section 121.22, Ohio
Revised Code. It is hereby found and determined that all
formal actions of this Legislative Authority concerning and
relating to the passage of this Bond LegiSlation were taken in
an open meeting of this Legislative Authority, and that all
deliberations of this LegiSlative Authority and of its
committees, if any, that resulted in such formal action, were
taken in meetings open to the public, in full compliance with
applicable legal requirements, inCluding Section 121.22, Ohio
Revised Code.
Section 14. Prevailing Rates of Wages. All wages
paid to laborers and mechanics employed on the Proj~ct shall be
paid at the prevailing rates of wages of laborers and mechanics
for the class of work called for by the Project, which wages
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.
shall be determined in accordance with the requirements of
Chapter 4115, Ohio Revised Code, for determination of
prevailing wages, provided that should the Borrower or any
other nonpublic user beneficiary of the Project undertake, as
part of the Project, construction to be performed by his or its
regular collective bargaining unit employees who are covered
under a collective bargaining agreement which was in existence
I prior to the date of the commitment instrument undertaking to
issue the Project Bonds then, in that event, the rate of pay
provided under the collective bargaining agreement may be paid
to such employees.
Section 15. Temporary Project Bonds. Pending the
preparation of definitive Project Bonds, the Issuer may execute
and the Trustee shall authenticate and deliver temporary
Project Bonds in printed or typewritten form. Temporary
Project Bonds shall be issuable in fUlly registered form,
without coupons, of any denomination, and substantially in the
form of the definitive Project Bonds but with such omissions,
insertions and variations as may be appropriate for temporary
Project Bond, all as may be determined by the Fiscal Officer,
his execution of any such temporary Project'Bonds to be
conclusive evidence of his determinations as aforesaid. Every
temporary Project Bond shall be executed on behalf of the
Issuer, and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like
effect, as the definitive Project Bonds. If one or more
temporary Project Bonds are issued, then without unnecessary
delay the Issuer shall execute and furnish definitive Project
Bonds and thereupon temporary Project Bonds may be surrendered
to the Trustee in exchange therefor without charge, and the
Trustee shall authenticate and deliver in exchange for such
I temporary Project Bonds an equal aggregate principal amount of
definitive Project Bonds. Until so exchanged the temporary
Project Bonds shall be entitled to the same benefits under the
Indenture as definitive Project Bonds.
Section 17. Emergency Clause. This Ordinance is
hereby declared to be an emergency measure necessary for the
immediate preservation of the public peace, health or safety in
the Village of Dublin, Ohio, the reason for such emergency
being the urgent necessity to take such actions as will
effectuate financing for The Ohio Society of Certified Public
Accountants of their new commercial facilities and thus
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alleviate unemployment and provide additional tax revenues to
the Village, wherefore this Ordinance shall be in force
immediately upon its adoption.
VILLAGE OF DUBLIN, OHIO
I Adopted: ti.l1 I' , 1980 By: (!Cl/fffi~ ~~ -' Lkody
Mayor
Attest:
4~ /(11--.
Clerk of Count! .. Iftr-J,lIf
Approved as to form
.
Director of Law
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CERTIFICATE
The undersigned Clerk of Council of the Village of
Dublin, Ohio, hereby certifies that the foregoing is a true
copy of Ordinance No. 21 -80, duly passed at a meeting of
said Council on the ~ day of February, 1980, together with
an extract of the minutes of such meeting to the extent
I pertinent to the adoption of such ordinance.
~.P: ~/,(r
February ~, 1980 .J
)1,1,; C1er 0 CouncIl, age of
Dublin, Ohio
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