26-80 Ordinance
.,t' "~C~""",.~ ~,-g~ MAR 3 1980
An ordinance authorizing the issuance of $1,250,000 Industr1al
Development First Mortgage Revenue Bonds of the Village of
Dublin, Ohio for the purpose of making a loan to Stanley
Steemer International, Inc. to assist it in financing the cost
of acquiring) by purchase and construction, real and personal
property comprising an office and industrial manufacturing
facility located within the Village, in order to promote the
commercial and economic development of the State of Ohio and
benefit the people of the Village and the State of Ohio by
I creating jobs and increasing opportunities for employment and
strengthening the economic welfare of the Village; authorizing
the issuance of additional Industrial Development First Mortgage
,Revenue Bonds; providing for the pledge of revenues for the
payment of said Bonds; authorizing a Loan Agreement with
. respect to the proceeds derived from the sale of said Bonds;
authorizing a Trust Agreement appropriate for the protection
and disposition of such revenues and to further secure the
payment of principal and interest of such Bonds; authorizing
the assignment by the Village of a Note made by Stanley Steemer
International, Inc.; and declaring an emergency.
WHEREAS, the Village of Dublin, Ohio (herein called the "Issuer")
is a municipal corporation and political subdivision in and of the State
of Ohio, and by virtue of the laws of the State of Ohio, including
Article VIII, Section 13 of the Constitution of Ohio and Chapter 165 of
. the Ohio Revised Code, is authorized and empowered, among other things,
. (a) to make loans for the acquisition and construction of real and
personal property comprising an office and industrial manufacturing
facility within the boundaries of the Issuer, upon certClin determinations
bY,the Legislative Authority of the Issuer heretofore made and herein
confirmed, (b) to iSSue revenue bonds of the Issuer for the purpose of
providing funds to make such loans, (c) to secure such revenue bonds by
a trust agreement between the Issuer and a corporate trustee, including
I therein the pledge and assignment of revenuesfrbm the loan of the bond
proceeds to the payment of such revenue bonds, and (d) to' enact this
Bond Legislation and enter into the lndenturennd the Loan Agreement
hereinafter identified, upon the terms and conditions provided therein;
and
WHEREAS, Stanley Steemer International, Inc. (hereinafter
called the "Company") isa corporation duly organized under the laws of
the State of Ohio and qualified to do business within the State of Ohio;
and
\vHEREAS, the Legislative Authority of the Issuer has heretofore
foundilnd determined, and does hereby confirm that (a) the property to
I be acquired, by purchase and construction, with the proceeds of tile
Bonds herein authorized is now and after improvement will be useful to
the Project hereiT)<lfter identified (consisting generally of an office and
industrial manufacturing facility, being a "project" within the meaning
of that term as defined in Section 165.01 of the Ohio Revised Code), and (b)
the utilization of such property in the creation'and location of the Project
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is economically sound and ,...Ul beneUc; the people of the Issuer by increas-
ing opportunities for employment and strengthening the economic welfare of
the Issuer; and the Issuer shall assist in the financing of such property
for the purpose of promoting the industrial. eommercial and economic develop-
ment of the Issuer, and thereby of, the State, and to create jobs alid employ-
ment opportunities and improve the economic welfare of the people of the
Issuer and thereby of the State; and
\~HEREAS, the Legislative Authority of the I~H;uer has heretofore
found and determined; and does hereby confirm, that the industrial, COlO-
. mercial and economic welfare of the Issuer will be benefited by the
I financing of the Project, that the financing of 'the Project as so provided
will promote the welfare of the people of the Issuer, stab.tlize the economy,
, provide employment, and assist in the development of the industrial,
I
I commercial and distribution activities to the benefit of the people of
the Issuer and will provide additional opportunities for their gainful
employment, and that such financing is authorized by and wi 11 be consistent
with the laws of the State of Ohio, particularly Article VIII, Section 13
.of the Constitution, and Chapter 165 of the Ohio Revised Code; and
WHEREAS, it has been estimated and is detennined by the Legislative
Authority that the amount necessary to finance the cost of the Project, in-
cluding necessary expenses incidental theretot will require the issuance,
sale and delivery of Project Bonds in the aggregate principal amount of
$1,250,000 as hereinafter providedt and hereafter may require the Issuer's
best efforts to issue, sell and deliver Additional Hondson a parity therewith,
as hereinafter describedt at such time or from time to time as may be required
tinder the provisions of Sections land R of this Bond Legislationt all of which
. Project Bonds and Additional Bonds are equally and ratably payable from and
secured by ~ pledge and assignment of the revenues to be derived from the
Loan Agreement hereinafter identified and further secured bya trust agrec-
ment hereinafter provided for betwecn the Issuer and n trustec;
NOW, THEREFORE, BE IT ORDAINED, by the Council of the Village of
Dublin, Ohio:
I SECTION 1. Authorization of $lt250,000 Industrial Development
First Nortgage Revenue Bonds. Itis hereby deterl'1im~ci to be necessary to,
and the Issuer shall, issue, sell and delivert as provided hereint $1,250,000
principal amount of Project Bonds, pursuant to the nutllority of Article VIII, Sec-
tion 13 of the Constitution of Ohio and Chapter 165 of the Ohio Revised Code,
for the purpose of providing funds to loan to the Company so that the Company
may acquiret by purchase nnd constt'uctiont renl .qnd personal property comprising
an office rind indtmtriat m:\Ilufacturtng (I\{"lttty locnted within the boundaries
of the Issuer in order to pt"olllote the IndllHtrl.nt. COlllmerclal :lnt! economic dev-
elopment of the ::ltate of Ohio and benefit the people of the Issuer by creilting
jobs and .increasing opportunities for cl11ptoyi11(~lltand strengthening the economic
welfare of the Issuer. Said Project Bonds shall be designated Industrial
DevelQpment First Hortgage Revenue Bonds (Stanley Stecmer Internati.onal,
Inc. Project). The Issuer may also issue, sell and deliver Additional
Bonds onn parity with the Project Bonds for the purposes and in the
manner provided in Section 8 of this Bond l..egislation.
.
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SECTION 2. Definitions. In addition to the words and terms else-
where defined in the Bond Legislation, the following words and terms as used
in this Bond Legislation and 1n the ,Indenture shall have the following mean-
ings unless the context or use indicates another or different meaning or
intent:
"Additional Bonds" means the Industrial Development First Mortgage
Revenue Bonds of the Issuer issued under Section 8 of the Bond Legislation
for the Project Bonds.
I "Authorized Company Representative" me<lllS the person at the time
designated to act on behalf of the Company by written certificate furnished
,to the Issuer and Trustee, containing the specimen signature of such person
and signed on behalf of the Company by the President or Vice President of
the Company. Such certificate may designate an alternate or alternates.
"Bond" or ~Bonds" means the Project Bonds and Additional Bonds.
"Bond Fund" or "Village of Dublin, Ohio - Stanley Steemer
International, Inc. Revenue Bond Fund"me<lns the Bond principal and
interest fund created by Section 7 hereof.
"Bondholder" or "holder" means the bearer of any Bond not registered
as to principal or registered to bearer and the regi~tered holder of any Bond
registered as to principal, and holder when used with reference to a coupon
shall mean the bearer of the coupon.
"Bond Legislation" means for the Project Bonds of the Issuer this
ordinance and when used in connection with Ad4itional Bonds or to relate to
Bonds when Additional Bonds are outstanding shall mean or include, as the
case may be, the ordinance or other It:;gislation providing for the issuance
of such Additional Bonds but only to the extent consistent with this ordinance,
all 'as the same may be amended, modified or supplemented by any amendments
I ' ' " ' or modifications thereof and supplements thereto entered into in accordance
'I with the provisions of the Indenture. .
"Code" means the Internal Revenue Code of 1954, as amended.
"Company" menns Stanley Steamer International, Inc., a corporation
organhedunder the laws of the State of Ohio and qualified to do business
in the State of Ohio, and its lawful s~ccessors and nssigns, including
surviving, resulting or transferee entiti~s as provided in Section 7.3
of the Loan Agreement.
"Conl:ltructlon Fund" or "Village of Dllhlin, Ohio - Stanley SteCl:ler
Internntional, Inc., Construct lon Fund" lII~nns lh~ fund cre.Hell by Sect ion 6
hereof.
\
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"Detennination of Taxabil i. ty" mcnns the final adoption of
.legislation or regulations or a finnl decision or ruling by any judicial
or administrative authority which has the cffect of requiring interest
on the Bonds to be included in the gross income for federal income tax pur-
poses of the holder or registcred owner of the Bonds (other than a holder
or registered owner who is a "substantial \lser" of the Project or a "related
person" as such 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 of all periods
I for judicial review or appeal, as the case may be.
" ,
"Executive means the City Manager of the Issuer; "Fiscal
Officer" means the Director of Finance of the Issuer; and "Legal Officer"
means the Director of Law of the Issuer.
"Guaranty Agreement" means the Guoranty Agreement, dated as of
March 1, 1980, executed by Jack A. Bntes, 8. Maxine Bates, Wesley C. Bates,
and ,Ann Bates, as guarantors, and accepted by the Trustee, and including
any amendments, changes or modifications thereto.
"Indenture" means the Trust Agreement between the Issuer and the
Trustee, dated as of Harch 1, 1980, including this Bond Legislation as part
thereof, as the same may be amended, modified or supplemented by any amendments
or modifications thereof and supplements thereto entered into in accordance with
the provisions thereof.
"Issuer" means the Village of Dublin, Ohio, a municipal corporation
and political subdivision in and of the State of Ohio, and its lawful
successors.
"Legislative Authority" means Council of the Issuer and any officer,
board, commission or other body which hereafter succeeds, by operation of
law, to the powers and duties of such council.
I "Loan Agreement" means the Loan Agreement hetween the hsuer and
the Company, dated as of Harch 1, 1980, and any amendments or supplements
theretQ entered into pursuant to Section 11.5 thereof or for the purpose
of complying with Section 8 of this Bond Legislation.
"Loan Payments" means the amounts required to be paid by the Company
pursuant to Sections 4.2 or 4.8 of the LORn Agreement.
"Nortgage" means the Open End Norlgnge and ~Ct~lIrity Agrcl~ml~nt hetween
the Co,npnny i1lld the Trll:;tel'. dated it:; of the dall' tU'H'Or. pUl"lHlant to whlc.h the
Compnny grants n lIlortgilge Rnd HeCIIL"lty interest in till' I'rl)jec:t to the Trustee
as add'itionnl secudty for the Honds.
"Note" me.1ns the promissory note ,of even date herewi th paya bIe to .
the order of the hsuer made by the Company to evidenc.;e the Comp:my' s obliga-.
.tions under the Loan Agreement and .in particular the Company's obligation to
make Loan Payments pursuant to, the Loan Agreement.
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"Original Purchaser" meanst;ls to the Project Bonds, The Huntington
Mortgage Company, and as to Additional Bonds the person or persons identified
in the agreement or agreements to purchase such Additional Bonds.
The term " outstanding Bonds" or "Bonds outstanding" means all
Bonds which have been authenticated and delivered by the Trustee under the
Indenture except:
(a) Bonds cancelled or hdd in snfekeeping by the
Trustee on surrender, exchange or transfer or cancelled
because of payment or redemption;
I (b) Bonds for the payment or redemption of which sufficient
cash funds shall have been theretofor~ deposited with the Trustee
(whether 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 tl) the maturity thereof,
notice of such redemption shall have been giv~n or arrangements
satisfactory to the Trustee shall have been made therefor, or
waiver of such notice satisfactory in form to the Trustee shall
have been filed with the T~ustee; and
(c) Bonds in lieu of which others have been authentl
cated under Section 2.05 of the Indenture. -
"Person " means natural persons, firms, associations, corporations
.
and public bodies.
.
"Project" means the land And interests therein, buildings, structures,
machinery, equip~ent and other facilities from time to time financed under
the Loan Agreement and any amendments or supplements to the Loan Agreement.
"Project Bonds" means the $1,250,000 InduRtrial Devclopment First
Mortgage Revenue Bonds, identified in Section lof the Bond Legislation.
I "Trustec" means The Huntington National Bank, Columbus, Ohio and
its successors and any corporation resulting from or surviving any consolida-
tion or merger to which it or its successors may bc a party and any successor
trustee at the time serving as successor trustee under the Indenture.
"Trustee's Primc Rate" means the prime rate charged by The Huntington
,National Bank, Columbus, Ohio to its primc commercial borrowers in its
capacity as a commercial ,bank.
"Trustee's Tax Complement Rate" mcnns the difference, expressed
as a dccimal fract 1011, between 100% and the highest increment:l1 fedcral
, income tax rate applicable to the fedcr;ll t:ll((lhll~ income of the Trustee for
the calElI1dar year 1992iprovided, however, that if the Trustee participates
with one or more other corporations in filing a consolidated federal incomc
tax return for the, calendar year 1992 then the "Trustee' ~ Tax Complement
Ratc" shall be calculated as described herein'but h<lsed upon the highest
incremental federal .lncome tax rate applicable to the consolidated group of
which the Trustee i~ a part for 1992.
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SECTION 3. Terms for the Project Bonds. The Project Bonds shall
be issued in fully registerecl.fonn in denollllr'Ulttons of $5,000 or any integral
multiple thereof as shall be requested by the Bondhold~r. Each Project Bond
shall be of a single maturity. The Project Bonds shall be rtumbered from R~l
upwards and each Project Bond shall be dated as of the .interest payment date
next preceding its date of authentication, unless authenticated on an interest
payment date in which case it shall be dated as of the date of authentication,
but shall be dated as of Narch 1, 1980 if authenticated prior to the first
payment of interest on the Project Bonds; provided that if at the time of
I authentication of any Project Bond intere!it 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 dates on'theout-
standing principal amount thereof at the rate of nine nnd one-half percentum
(9 1/2%) per annum through June 1, 1993 and thereafter until maturity at a rate
per annum equal to the greater of 9 1/2% or the Trustee's Tax Complement Rate
multiplied by the sum of 2 1/4% and the Trustee's Prime Rate at June 1, 1993.
Interest shall be payable on June 1 and December I of each year conlmencing June
1, 1980, and at maturity. The Project Bonds shall mature on June 1 in the
years and in the principal amounts set forth in the schedule below.
Notwithstanding the preceding paragraph, from and after a Deter-
mination of Taxability until the final maturity of the Project Bonds, by
redemption or otherwise, the interest rate on the Project Bonds shall be two
and one-quarter percentum (2-1/4%) per annum in excess of the Trustee's Prime
, Rate as in effect from time to time, with each change is said prime rate
automatically and immediately changing the interest rate on the Project Bonds.
I
During any period of default in the payment of any installment of
principal or interest on the Project Ronds, the intere6t rate on the. Project
Bonds automatically shall be increased by two percentum (2%) per annum over the
interest rate per annum in effect immediately prior to the commencement of such
period.
I The Project Bonds are callable for redemption, in whole, prior to
maturity in the event of (1) exercise by the Company of its option to prepay all
the Loan Payments as provided in Section 10.2 of the Loan Agreement, or (2)
exercise by the Original Purchaser or The Huntington National Bank, if either
or both of them combined hold all of thll outstanding Project Bonds, of an
option to require redemption ~f the Project Bonds in the event that interest
on the Project Bonds becomes taxable for federal income tax purposes because
of a Detennination of Taxability, which option shall expire if not exercised
by either such Bondholder within ninety (90) days following the dnte of a
Determination of 'l'axabLl{ty. If called for redemptLon in the fLrst of such
events, ,the Project Bonds shall be subjl~et to redemptlon, 1n whole, by the
Issuer on the date selected by the Compall)' for prepilymcnt of the Loan Payments,
in accordance with Section 10.2 of the 1.o;\n Agreement, at a redemption price
of 100% of the principal amount thereof plus t'lccrucd interest to the redemp-
tion date.
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If called for redemption. in the second of such events, the Project
Bonds shall be subject to redemption by the Issuer on a date selected by the
Bondholder demanding redemption, but not earlier than forty five (45) days
following the date of Such Determination of taxability, at the redemption
price of 100% of the outstanding principal amount of the Project Bonds plus
accrued interest to the redemption date. The Bondholder shall give the
Company and the Trustee at l~astthirty (30) days written notice of the
redemption date selected by the Bondholder.
Unless redeemed pursuant to the second preceding paragraph, on any
I interest payment date on or after June 1, 1991, the Project Bonds are also
subject to redemption, in whole or in part in the inverse order of their maturity)
prior to maturity, by the Issuer at the direction of the Company at the redemp-
tion prices (expressed as percentages of the outstanding principal amount
thereof) set forth below, plus accrued interest to the redemption date:
Optional
Amount Redemption Price
N"-lturity Maturing Commencing June 1
"(ear June 1 ' in Year Shown
1982 $15,000 - %
1983 15,000 -
1984 15,000 -
1985 20,000 -
1986 20)000 -
1987 20,000 -
. 1988 25,000
-
. 1989 25,OUO -
1990 30,000 -
1991 30,000 105
1992 35,000 104
1993 35,000 103
1994 40)000 102
1995 45,000 101
I 1996 50,000 100
1997 55,000 100
1998 60,000 100
1999 65,000 100
2000 70,000 100
2001 75,000 100
2002 85,000 100
2003 95,000 100
2004 100,000 100
2005 110,000 . 100
2006 115,000
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The Project Bonds also shflll he subject to redemption in full at
any time at the option of the Origi.nal Purchaser or The I\untington National
Bank if either or both of them combined hold all of the otltstnnd.Lng Project
Bonds and (1) if e.lther of said Persons shall for any reason deem itself
l unsecure with respect to the indebtedness represented by the Project Bonds.
or (ii) if the property furnished as security for the Project Bond shall
have declined in value or become unsatisfactory to either of said Persons.
In such event, tIle Project Bonds shall be redeemed on a redemption date
selected by the Person demanding redemption, which date shall not be less
than five (5) days after written notice of Stich redemption date has been
I given to the Trustee and the Company, at a redemption price of 100% of the
outstanding principal amount thereof plus accrued interest to the redemp-
tion date.
The ProJect Bonds alio shall be subject to redemption in part in
tIle inverse order of their maturity, at a redemption price of 100% of the
prinCipal amount thereof plus accrued interest to the redemption date. on
any interest payment date if and to the extent that the ,Trustee is. on such
interest payment date, holding any moneys in the special account created
by Section 10.3 of the Loan Agreement for application in accordance with
Section lO.3(c) of the Loan Agreement.
Principal of, and premium, if any, and interest on the Proje~~ Bonds
shall be payable, without deduction for such services, at the corporate trust
office of the Trustee, subject to the provisions of the Indenture.
I The Projc'ctBonds shall be executed by the Executive and th~ Fiscal
. Officer, provided tha~ anyone or both of liuch signatures may be facsimiles,
. and shall bear the seal of the Executive or a facsimile thereof.
SECTION 4. Tenns of All Bonds. Each series of Bonds shall benr
such designations as may be necessary to distinguish it from other series of
Bonds. All Bonds shall be payable as to principal, premium, if any, and
interest in lawful money of the United'States, shall be in coupon form regis~
trable as to principal or in fully registered form as provided in the Bond
I Legislatio~authorizing them or in the Indenture, shall be negotiable instru-
ments and shall express on their face the purpose for which they are issued
and such other statements or legends as maybe required by law.
All Bonds and coupons shall be executed in the manner provided
in the Bond Legislation authorizing their issuance orin the mahner 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 censo to be such officer before the issuance,
authentication or delivery of such Bonds or coupons, such signature or such
facsimile shall nevertheless be valid and sufficient for all purposes, the
same as'if he bad remained in office until that time.
Unless otherWise provided in the Bond Legislation authorizing the
issuance of Additional Bonds, notice of redemption of all Bonds shall be
given in the manner provided in Section 3 hereof. If Bonds or portions of
Bonds in fully registered form are duly called for redemption and if on such
redemption date moneys for the redemption of all the Bonds to be redeemed,
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together with 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 Bonds in fully registered form
shall cease to bear interest and any coupons for interest thereon maturing
subsequent to the redemption date shall be void.
As provided herein, the Bonds shall be equally and ratably payable
solely from the Bond Fund and secured by a pledge of and a lien on moneys
deposited in the Construction Fund and Bond ~'und and a pledge and assignment
I of the revenues and other income, charges and moneys derived from the Loan
Agreement payable into the Bond Fund as herein provided, and further secured
by the Indenture and by the assignment of the Note by the Issuer to the
Trustee and by the Mortgage; 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 Il,isuer, and the Bonds shall contain on the face thereof a state-
ment to the effect that the Bonds are payable solely from the aforesaid sources
pledged to their payment; 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 ful-
fillment of any of the terms, conditions or obligations of the Indenture,
the Bond Legislation or any of the Bonds.
SECTION 5. Sale of the Project Bonds. The fo:xecutive and Fiscal
Officer are hereby~uthorized and directed to offer the Project Bonds for
sale to the Original Purchaser for purchase by the Original Purchaser at
. a price of $1,000.00 for each $1,000.00 of principal amount thereof,
. together with atcrued interest on the authorized amount of the Project Bonds
from the date t,hereof to the date of delivery of the project Bonds to the
Original Purchaser and payment therefor, in accordance with the terms and
provisions of this Bond Legislation, and to make the necessary arrangements
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
I the Original Purchaser.. The Executive and Fiscal Officer further are hereby
authorized and directed to take all steps necessary to effect due authenti-
cation, delivery and security of the Project Bonds under the terms of this
Bond Legislation and the Indenture, and it is hereby determined that the
price and the .interest rates for the Project Bonds and the manner of sale,
as provided in this Bond Legislation, arc in the best interest of the Issuer
and consistent with all legal requirements.
SECTION 6. Allocution of Bond Proceeds - Bond nnd Construction
Funds. There shall be deposited into the Bond Fund the Clmount representing
accrll~d interest received from the proceed!'; of the s:ll~ of the Project
Bonds. In the event of the lssullncc of AddlLion1l1 Bonds, there shall be
deposited in the Bond Fund any portion of the proceeds of such Additional
llonds whichwhcn added to the amollnt of sllch accrued interest as is
received upon sale of such Additional Bonds is equal to the amount of
interest payable on such Additional Bonds between the respective dates
of any such Addi tional Bonds nnd such date (i f any) as may be specified
in the Hond Legislation authorizing the Additional Bonds.
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There is hereby created by the Issuer and ordered maintained as
a separate trust account with the Trustee a trust ,fund in the name of the
Issu~r to be designated "Village of Dublirt, Ohio - Stanl~y Steemer Inter7
national, Inc. Construction Fund" (which is sometimes herein referred '
to as the "Construc~ion Fund"). After deducting such sums as are required by
the preceding. paragraph to be paid other than to the Construction Fund, the
balance of the proceeds of the Project Bonds alld of any Additional Bonds shall
be deposited in the Construction Fund. Noneys in the Construction Fund shall
be invested pursuant to Section 3.9 of the Lonn Agreement and disbursed in ,
accordance with the provisions of the Loan Agreement.
I The Issuer covenants and agrees to take all necessary and appro-
priate action promptly in approving and ordering all such disbursements.
The Trustee is hereby authorized and directed to make any such disburse-
ment from the Construction Fund. in accordance with the provisions of the
Loan Agreement.
SECTION 7. Source of Payment - Bond Fund. The Project is to be
financed pursuant to the provisions of the Lonn Agreement, which Loan Agree-
ment provides that the Company shall remit Loan Payments directly to the
Trustee for the account of the Issuer. The Loan Payments shall be deposited
in the Bond Fund. The Loan Payments are sufficient in amount to pay the
principal of and premium, if any, .and interest on .the Bonds, and the entire
amount of the Loan Payments is pledged to the payment of the principal of
and premium, if any, and interest on the Bonds. Under the terms of the Loan
Agreement, the Company additionally has agreed to assume and pay all
. necessary expenses which the Issuer is required to incur for the Project.
. There is hereby created by the Issuer and ordered maintained, as
a separate trust account with the Trustee, a trust fund to be designated
"Village of Dublin, Ohio - Stanley Steemer International~ Inc. Revenue Bond
Fund" (sometimes referred to herein as the "Bond Fund"), which shall be used
to pay the interest on, the principal of and any redemption premiums with
respect to the Bonds.
I In addition to the amounts spe~ified to be deposited in the Bond
Fund in Section 6 of this Bond Legislation, there shall be deposited into
the Bond Fund, as and when received, (a) all Loan Payments; and (b) all
other moneys received by the Trustee under and pursuant to any of the
provisions of the Loan Agreement or otherwise wllich are to be paid into
the Bond rOund.
The Issuer hereby covenants and ngrees th<lt so long as any of
the Bonds issued hereunder nre outstanding .it will deponlt, or Ci1llSC to
be deppsilcd, in t1w Bond Fund suf(Lci,cnl SUIII!; of l.onl\ l'nynlt'nts or otlwr
income', . chat'gcH and money!; dl'rivcd frolll lhe Loan Agrl'l'lIwnt prolllptly to meet
and p.1Y the. principal o( and premiulIl, if C1ny, (111<1 Interest on the Bonds as
the sn\11e become due nnd payabh~, and tlwt shoul.d there be, a deEnult under
the Loan Agreement, the Issuer shall fully coopernte with the Trustee and
with the Bondholders to the end ,of fully protecting the rights and security
of the Bondholders.
2.10
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Moneys in the Bond Fund shall be used solely for the payment of
the principal of ~nd premium. if any. and interest on the Bonds; provided.
that no part of the Loan Payments in the Bond Fund (other than any amounts
paid as and for sinking fund requirements for mandatory redemption of por-
tions of the Project Bonds or of Additional Bonds. as may be provided in the
Bond Legislation authorizing such Additional Bonds, or in connection with the
payment of Bonds upon acceleration of the mat\lrity thereof) shall be used to
redeem. prior to maturity, any part of the Bonds outst~nding except as ex-
pressly provided in this Section 7 or in Section 3 of this Bond Legislation.
I Whenever the amonnt in the Bond Fund, from any source whatsoever,
is sufficient to redeem all of the Bonds outstanding hereunder and to pay
interest to accrue thereon prior to such redemption, the Issuer covehants
and agrees, at the request of the Company. to take and cause to be taken
the necessary steps to redeem all of said Bonds on the next succeeding
redemption date for which the required redemption notice may be given or
on such later redemption date as may be specified by the Company_
Nothing in this Bond Legislation is inte~ded to prevent the
Company from delivering moneys to the Trustee pursuant to the second para-
. graph of Section 4.7 of the Loan Agreement for purchase or redemption of
Bonds in accordance with that paragraph. As thorein prOVided such moneys
shall not be considered the payment or prepayment of Loan Payments.
SECTION 8. Additional Bonds. The Issuer, at the written request
of the Company but Dnly with the written consent of the holders of a majority
in aggregate principal amount of Project Bonds then outstanding. to the
. . extent permitted by law in effect at the time thereof and without
# jeopardy to the tax exempt status of the Project Bonds. shall use its best
efforts. to issue Additional Bonds from time to time for the purpose of pro-
viding funds to loan to the Company for: (i) the acquisition of additional
lands or interests therein within the boundaries of th~ Issuer; (ii) making
repairs ota major nature arising from casualty or unanticipated conditions;
or (Iii) completing, acquiring, constructing or improving buildings, struc-
tures, facilities, machinery or equipment. all to be used in connection
,I with the Project, or any combination of the foregoing, on a parity with the
Project Bonds and any Additional Bonds theretofore or thereafter issued
and payable from the Bond Fund; provided that before any Additional Bonds
are authenticated there is delivered to the Trustee the items required by
the Indenture and (a) any necessary amendment of the Loan Agreement to provide
for: (x) increased Loan Payments so that the aggregate of the Loan Payments
thereafter payable under the Loan Agreement as amended shall be sufficient
in amount to make all required payments into the Bond Fund in order to pay.
or redeem at or pr.ior to maturity. all B()nds then to be outstand.ing, including
,interest and premium, if any, thereon; and (y) the inclusion within the Pro-
ject, as defined in the Loan Agreement, of any additional real estate and
interests therein, buildings. structures nnd facilities and the machinery,
equipment and related property to be financed from the proceeds of the Addi-
tional Bonds and (b) any necessary amendment of the Guaranty Agreement to ex-
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tend the obligations of theguarantv~sthereunderto include additional
payments of principal of, premium, if any, and interest on the Additional
Bonds; provided further that the proceeds of any Additional Bonds shall be
used solely to pay the costs of such completion, acquisition (including
acquisition of lands or interests thereIn), 'construct ion or improvement,
including expenses incidental thereto, or to refund Bonds, and to pay
interest on such Additional Bonds from the date thereof to the estimated
date of final expenditure of the proceeds of the Additional Bonds or such
earlier date, if any, as is specified in the Bond Legislation authorizing
such Additional Bonds.
I Such Additional Bonds shall be .in such principal amounts, shall
be dated, shall bear interest at such rate or rates, shall be subject to
redemption at such times and prices, and shall mature in such years as the
Bond Legislation authorizing the issuance thereof shall fix and detertnine,
and shall be deposited with the Trustee for authentication and delivery.
SECTION 9. Covenants of Issuer. In addition to the other cove-
riants of the Issuer in this Bond Legislation and the Indenture contained,
the Issuer further covenants with the Bondholders and the Trustee as follows:
(a) Payment of Principal and Interest. The Issuer will, solely
from the sources herein provided, pay the principal of an premium, if any,
and interest on every Bond on the dates and at the places and in the manner
mentioned in the Bonds or in the coupons thereto appertaining, respectively,
according to the tr~e intent and meaning thereof.
. (b) Performance of Covenants, Authority and Actions. The Issuer
, covenants that it will faithfully observe and perform at all times all
agreements, covenants, undertakings, stipulations and provisions contained
in the Bond Legislation, the Indenture, the Loan Agreement and in any and
every Bond executed, authenticated and delivered under the Indenture and in
all proceedings of its Legislative Autho~itypertaining to the Bonds or the
Loan Agreement. The Issuer covenants that it is duly authorized by the
Constitution and the laws of the State of Ohio, particularly and without
I limitationS~ction 13 of Article VIII, Ohio Constitution and Chapter 165,
Ohio Revised Code, to execute the Loan Agreement, to issue the Bonds authorized
hereby and to execute the Indenture, and to 'Pl~dge the Loan Payments 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 Loan Agreement and the Indenture and endorsement and delivery
of the Note have been duly and effectively taken and,ifAdditiona1
Bonds are issued pursuant hereto, will be duly taken as provided herein
and in the Indl~nturc, and that the BondRin the hands of the holders and
owners thereof are Rnd wILl be valid Rud bindln~ speciRI ohligntions of
thc Issuer enforceable nccording to the terms thCl"eo[. All of tlw -
obligationB and dutleR of the l.sslIcr and Lts ()ffi.cen; in its uchnlf,
under the 1.oan Agreement, Bond LegisLation and the Indenture arc hereby
established.as duties specifically enjoined by,law.and resulting from an
of fice, trust orstation of the lssucr and its officers within the
meaning of Section 2731.01. Ohio Revised Code.
,
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(c) }Iaintenance of Lien. gx.cept as otherwise provided in the
Bond Legislation, Indenture and the Loan Agreement, the Issuer will not make
any pledge or assignment of or create any lien or.encuntbrance upon the Loan
Payments other than the pledge and assignment thereof under this Bond Legis-
lation and the lndenture.
(d) Payment of Taxes, Chal,"ges, Etc. Pursuant to and subject to
the provisions of Section 5.3 of tlle Loan Agreement, the Company hetS agreed
to pay all lawful taxes, assessments and charges at any time lawfully levied
I or assessed upon or against the Project, or any part thereof; provided, how-
ever,that nothing contained in this Section shall require the payment of
any such taxes, assessments or charges if the same are not required to be
paid under the provisions of Section 5.3 of the Loan Agreement.
(e) Haintenance and Repair. Pursuant to and subject to the pro-
visions of Section 5.1 of the Loan Agreement, the Company has agreed at its
own expense to cause the Project to be kept in good repair and good operat-
ing condition, and the Company may, at its own expense, from time to time
undertake additions, remodeling, modifications and improvements to the
Project under the terms and conditions set forth in Sections 5.1 and 5.2
of the Loan Agreement.
([) Public Recordfl. The Issuer covenants that it will Cfluse
necessary financing statements, amendments thereto, continuation statements
and instruments of similar character relating to the pledges made by it 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 Trufltee under the Indenture.
(g) Inspection of Project Books. The Issuer covenants and agrees
that all books and documents in its possession or control relating to the
Project and the revenues derived from the Project shall at all times be open
to ,inspection by such accountants or other agents as the Trustee may from
time to time designate.
I (h) List of Bondholders. To the extent that such information
shall be made known to the Issuer under the terms of this sub-section, it
will keep on file at the corporate trust office of the Trustee a list of
names and addresses of the last known holders of all Bonds payable to bearer
and believed to be held by each of such lOflt known holders. Any Bondholder
may request that his name and address beplnced on said list by filing a
written request with the Trustee, which request shall include a statement
of the principal amount of Bonds held by such holder and the designation,
letters or number of !Hwh Bonds. Tlw IS:;IIl!r and the Trllnt(lC sha 11 be
und~r no rCl::pollslhLltty w.Lth regard to llH' aCClII":\('Y or !;ald llst. At
reasonable t lmen and under re.lBonahlc regulat ions estAhlished by the
Trustee, said Ust may be inspected nnd cop Led by the Company or by
holders or owners, or c\)mh.lnat ion thereof, (or a dl.!signated representative
thereof) of twelltyf lve per cent or more In princIpal amount of Bonds
then 'outstand.ing, such ownership and the nuthority of any such designated
representative to be evidenced to the satisfaction of the Trustee.
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(1) Rights under the Lonn Agreement. The Lonn Agreement, duly
ex~cuted counterparts of which upon delivery of the Project Bonds will have
been filed with the Trustee, sets forth the covennnts nnd obligations of the
Issuer and the Company, including a provision in Section 1l.5 thereof that
subsequent to the issuance of Project Bonds and prior to payment of the Bonds
in full Dr provision for payment thereof in accordance with the provisions
hereof and of the Indenture, the Loan Agreement may not be effectively amended,
changed, mod1fied,'altered, or terminated (other than as provided therein Dr
herein) without the prior written consent of the Trustee, and reference is
hereby made to the Loan Agreement fora detailed- statement of said covenants
I and obligations of the Company under the Loan Agreement, and the Issuer agrees
that the Trustee in its name or in the name of the Issuer may enforce all rights
of the Issuer and all obligations of the Company under and pursuant to the Loan
Agreement for and On behalf of the Bondholders, whether or not the Issuer is
in default of the enforcement of such rights and obligations.
(j) Naintenance of the Loan Agreement. The Issuer covenants that
it shall do all things on its part necessary to, m<\intnin the Loan Agreement
in effect in accordance with the terms thereof and will take all actions
necessary to enforce and protect the rights of the Issuer under the Loan
Agreement, including actions at law and in equity, as may be appropriate.
(k) Investment of Moneys. Any monl~Ys held as a part of the Bond
Fund or the Construction Fund shall, at the written request, or oral request
confirmed in writing, of the Authorized Company Representative, be'invested
or reinvested by the Trustee in: (i) obligations issued 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 of America pursuant
to authority granted by CongressJ (ii) certificates of deposit of banks or
trust companies, including the Trustee, organized under the laws of the United
States of America or any state thereof, which have combined capital and surplus
of at least $25,000,000, (iii) commercia l paper rated "prime" or its equiva-
lent by Moody's Investors Service, Inc. or Standard & Poor's Corporation or
their successors, and (iv) repurchase agreements with banks or trust companies,
I including the Trustee, secured by obligations described in (i) of this para-
graph. The type, amount and maturity (which sh<\ll be such so that the moneys
invested will be available to make payments from the Bond Fund and the Con-
struction Fund in accordance with the provisions of the Bond Legislation) of
such investments shall be as specified by said Authorized Company Representa-
tive. Any such investment made by the Trustee may be purchased from the Trustee,
and such investments shall be held by or under the control of the Trustee and
shall be deemed at all times a part of the Bond Fund or the Construction Fund,
as the case may bet and the interest accruing thereon nnd any profit realized
therefrom shall be credJted to the Bond Fund or the Constructi.on Fund, as the
case m?\y be, and any loss resulting [rom such investments shall be charged to the
Bond Fund or the Construction Fund, as the case may be. The Trustee shall sell
and repuce to cash a sufficient portion of investments under the provisions of
this Section ~lhenever the cash balance in the Bond Fund or the Construction
Fund i~ insufficient to permit the current disbursements required to be made
from either of such funds. The covenant contained in Section 3.9 of t,he
Loan Agreement shall apply to investments of Bond Fund moneys.
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SECTION 10. Indenture and Loan Agreement. In order to better secure
the payment of the principal of and interest on the Bonds, the Exec~tive and
the Fiscal Officer are authorized and directed to execute. acknowledge
and deliver. as !Bay be appropriate. in the name and on behalf of the Issuer, a
Trust Agreement. herein identified as and called the Indenture. and the Loan
Agreement in substantially the forms submitted to this Legislative Authority.
and to endorse upon the Note the assignment to the Trustee. which instruments
are hcirebyapproved in all respects with such changes tl\ereln not inconsistent
with this Bond Legislation and not substantially adverse to the Issuer as may
I be permitted by law and approved by the officers executing the same. The approval
of such changes by such officers. and that they are not substantially adverse to
the Issuer. shall be conclusively evidenced by the execution of the Indenture and
the Loan Agreement and the endorsement of the Note. respectively, by such officers.
The Clerk of this Legislative Authority is hereby directed to insert copies
thereof, in the forms submitted to this meeting and approved hereby, in the
record of proceedings of this Legislative Authority with the minutes of this
meeting and to certify thereon that the same are in the form of the instruments
so submitted to this Legislative Authority and approved by this Bond Legislation
and identified herein as the Indenture. the LonnAgreement and the Note. Said
Indenture. Loan Agreement and Note contain provisions authorized and permitted
by Chapter 165 ~f the Ohio Revised COde. This Bond Legislation shall constitute
a part of the Indenture, as therein provided and for all purposes including the
provisions thereof relating to supplemental indentures and, to the separability
of provisions of the Indenture. The Executive or the Fiscal Officer shall
execute and deliver.such financing statements and continuation statements as
. maybe necessary to evidence the liens applicable to the Lban Payments, Bond
I. proceeds and other revenues to be derived therefrom.
SECTION 11- Arbitrage. The Issuer hereby covenants that it will
restrict the use of the proceeds of the Project Bonds in such manner and to
such extent as may be necessary, in view of reasonable expectations at the
time of issuance of the Project Bonds, 80 that the Project Bonds will not
constitute, "arbitrage bonds" under Section 103(c) of the Code and regulations
I prescribed under such Section. The Executive or any officer of the Issuer
having responSibflity with respect to issuance of the Project Bonds is'her~by
authorized and directed to give an appropriate certificate for inclusion in
tlle transcript of proceedings with respect to the Project Bonds, upon receipt
of appropriate assurances in writing from the Company. setting forth,the facts,
estimates and reasonable expectations pertinent under said Section 103(c) and
regulations prescribed under such Section.
SECTION 12. Determination PurslIflntto Section 165.03, Ohio Revised
Code. PurfHwnt to Section 165.03 of the Ohio R(~vi!';ed Code. the Legislative
Authority hereby finds :lnd determine,.; tllnt t;he Project; is a "project" as
definqd in Chapter 165 of the Ohio ReviHl!d Code and is cOllsistent with the
provisions of Section 13 of Article VIll, Ohio COl'lstitution.
SECTION 13. Sunshine ,Lm.... , ThlH Legislntlve Authority hereby
finds and determines that all formal actions taken relati.ve to the adoption
of this resolution were taken in an open meeting of this Legislative Autho-
rity. and that all deliberations of this .Legis1ative Authority and of its
committees, if any.wh"i<?hresultcd in formal action, wete taken in meetings
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'OJ.' )~
open to the public, in full complinllce with npplicable legal requirements,
including Section 121. 22 of the Ohio Revised Code.
SECTION 14. Prevailing Rates of Wages. All wages paid to
laborers and mechanics employed on the Project shall be paid at the pre-
vailing rates of wages of laborers and mechanics for the class of work
called for by the Project, which wages shall be detennined in accordance
with the requirements of Chapter 4115, Ohio Revised Code, for determination
of prevailing wage rates; provided, that,if the Company undertakes, as a
part of the Project, construction to be performed by its regular bargaining
I' u, nit employees who are covered u, nder a cO,llective bargaining agreement which
was in existence prior to the date of passage of this Bond Legislation, the
, , rate of pay provided under the applicable collective bargaining agreement
may be paid to such employees.
SECTION 15. Emergency. This Bond Legisl.1tion is hereby determined
to be an emergency measure, the immediate passage of which is necessary for
the preservation of the public peace, health, safety or welfare and for the
further reason that this Bond Legislation must be immediately effective so
that the commencement of the acquisition and construction of the facility
above described can be begun as soon as possible in order that the Issuer
and its residents may enjoy the benefits of the additional employment
opportunities at the earliest time; wherefore, this Bond Legislation shall
be in full force and effect immediately after its pass~ge.
,. Passed: March~, 1980
. f~~u-
Hayor
Attest: ~,~ .0..........-:-.
I CIe <k of Council ~ ,,,,~,,,r
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