19-82 Ordinance
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ORDINANCE I~'v ~ 2-
AN ORDINANCE AUTHORIZING THE ISSUANCE OF A
$1,000,000 INDUSTRIAL DEVELOPMENT REVENUE
BOND OF THE VILLAGE OF DUBLIN, OHIO, IN
ORDER TO ASSIST ADRIA LABORATORIES INC.
J IN FINANCING THE COSTS OF A RESEARCH AND
COMMERCIAL FACILITY; PROVIDING FOR THE
PLEDGE OF REVENUES FOR THE PAYMENT OF
SAID BOND; AUTHORIZING A LOAN AGREEMENT
WITH RESPECT TO THE PROCEEDS DERIVED
FROM THE SALE OF SAID BOND; AUTHORIZING
THE ISSUANCE OF ADDITIONAL BONDS; AUTHO-
RIZING A TRUST INDENTURE APPROPRIATE FOR
THE PROTECTION AND DISPOSITION OF SUCH
REVENUES AND FURTHER TO SECURE THE PAYMENT
OF SAID BONDS; AUTHORIZING THE ASSIGNMENT
BY THE VILLAGE OF DUBLIN, OHIO OF A
PROMISSORY NOTE FROM ADRIA LABORATORIES
INC.; AND DECLARING AN EMERGENCY.
WHEREAS, the, Village of Dublin, Ohio (hereinafter
called the "Issuer"), a municipal corporation in and of the
State of Ohio, is by virtue of the laws of the State of
Ohio, including Section 13 of Article VIII of the Ohio
Constitution and Chapter 165 of the Ohio Revised Code, 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 industrial, commercial,
distribution and research 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, premium (if any) on and
interest on such revenue bonds, (c) to secure such revenue
bonds by a trust indenture between the Issuer and a corporate
trustee, and by a pledge and assignment of such revenues, as
provided for herein, and (d) to enac~ this Bond Legislation
and enter into the Indenture and the Agreement, as hereinafter
identified, upon the terms and conditions provided therein;
and
WHEREAS, Adria Laboratories Inc. will be the owner
and user of the Project (as hereinafter defined), comprising
a research and commercial facility located within the boundaries
of the Issuer; and
WHEREAS, it is hereby determined by this Legis-
lative Authority that the acquisition, construction, improve-
ment and equipping of the Project, including the financing
thereof, will require the issuance, sale and delivery of the
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Project Bond in the principal amount of $1,000,000, 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 herein;
NOW, THEREFORE, BE IT ORDAINED by the Village
I Council of the village of Dublin, Ohio:
Section 1. Definitions. In addition to the words
and terms elsewhere defined in this Bond Legislation or in
the Agreement hereinafter identified and used herein as
defined words and terms, the following words and terms as
used in this Bond Legislation and in the Indenture authorized
herein shall have the following meanings unless the context
or use clearly indicates another or different meaning or
intent: .
"Act" means Chapter 165 of the Ohio Revised Code,
as enacted and amended pursuant to Section 13 of Article
VIII of the Ohio Constitution.
"Additional Bonds" means Bonds of the Issuer which
may be 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 Company,
dated as of March 1, 1982.
"Alternate Security" means Municipal Bond Insurance,
Sufficient Securities, a Letter of Credit (other than the
Citibank Letter of Credit) or a Mortgage provided by the
-, Company and pledged to the Trustee on or before April 1,
1988 as security for the Project Bond in accordance with
Section 6.11 of the Agreement. Any Alternate Security shall
be effective and pledged until the Project Bond is paid in
full.
"Bond Fund" means the "Village of Dublin, Ohio -
Adria Laboratories Inc. Revenue Bond Fund" created pursuant
to Section 7 hereof.
"Bond Fund payment" means, as to the Project Bond,
an amount, if any, equal to the interest accrued on the
Project Bond from its date to the date of its delivery to
the Original Purchaser and the Original purchaser's payment
therefor, and, as to any 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, if any, equal to the
interest accrued on such Additional Bonds from their date to
the date of delivery of such Additional Bonds to the Original
Purchaser or Original Purchasers thereof and payment therefor.
2
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"Bondholder" or "holder" means, as of any point in
time, any person in whose name any Bond is then registered.
"Bond Legislation" means (i) when used with reference
to the Project Bond, this ordinance authorizing the issuance
of the project Bond; (ii) when used with reference to an
issue of Additional Bonds, this ordinance authorizing the
I Project Bond to the extent applicable and the ordinance
providing for the issuance of such Additional Bonds; and
(iii) when used with reference to Bonds when Additional
Bonds are outstanding, this ordinance authorizing the issuance ~
. of the Project Bond and the ordinance providing for the
issuance of Additional Bonds; all as the same may from time
to time be lawfully amended, modified or supplemented.
"Bond Redemption Date" means any date upon which
Bonds are to be redeemed pursuant to the Indenture and the
Bonds.
"Bonds" means the Project Bond and any Additional
Bonds.
"Bond Service Charges" for any time period means
the principal, including any mandatory sinking fund require-
ments, interest, and premium, if any, required to be paid by
the Issuer on the Bonds for such time period.
"Citibank Letter of Credit" means the irrevocable
Letter of Credit issued by Citibank, N.A., New York, New
York in favor of the Trustee on behalf of the Original
Purchaser for the account of the Company with a term commencing
on the date of the original issuance of the project Bond and
I expiring on July 12, 1988, pursuant to which Citibank, N.A.
has agreed to pay to .the Trustee, upon request by the Trustee,
amounts equal to the outstanding principal balance of the
Project Bond from time to time.
"Clerk" means the person at the time incumbent in
the office of Clerk of the Legislative Authority, or in the
event of the death, disability or absence of such person,
then the person duly authorized and legally empowered to
perform the duties of such office in such event.
"Company" means Adria Laboratories Inc., a Delaware
corporation, and any permitted successors and assigns
pursuant to Section 6.3 of the Agreement.
"Construction Fund" means the "Village of Dublin,
Ohio - Adria Laboratories Inc. Construction Fund" created
pursuant to Section 6 hereof.
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"Date of Taxability" means, with respect to any
series of Bonds, the date as of which all or any part of the
interest on such series of Bonds is first required to be
included for Federal income tax purposes in the gross
income of the holders thereof or any previous holders thereof
by reason of the occurrence of any circumstance on the basis
of which a Determination of Taxability shall have been made
I with respect to such series of Bonds so that all or any part
of each payment of interest received by such holders or
previous holders on and after such Date of Taxability is
required to be so included for Federal income tax purposes
in the gross income of such holders or previous holders.
"Determination of Taxability" means, with respect
to any series of Bonds, the receipt by the Trustee or any
holder thereof of a ruling or technical advice by the Internal
Revenue Service in which the Company has had an opportunity
to participate, or a written opinion by an attorney or firm
of attorneys of recognized standing on the subject of
municipal bonds selected by the Trustee and approved by the
Company (which approval shall not be unreasonably withheld),
to the effect that all or any part of the interest on such
series of Bonds is inc.ludable for Federal income tax purposes
in the gross income of the holders thereof or any previous
holders thereof (other than because a Bondholder is a "sub-
stantial user" or a "related person" thereto, as those terms
are used in section 103(b) of the Internal Revenue Code).
"Eligible Investments" means (i) obligations
issued or guaranteed by the United States or by any person
controlled or supervised by and acting as an instrumentality
of the United States pursuant to the authority granted by
t Congress; (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 successors; ( iii)
commercial or finance paper which is rated either P-l or A-I
or an equivalent by Moody's Investors Service, Inc. or
Standard & Poor's Corporation, both of New York, New York,
or their successors; (iv) bankers' acceptances drawn on and
accepted by commercial banks, including those of the Trustee;
(v) certificates of deposit of banks or trust companies,
including the Trustee, oxganized under the laws of the
United States of America or any state thereof, which must
have a reported capital and surplus of at least $50,000,000
in dollars of the United States of America; and (vi) repurchase
agreements or investment pools, including without limitation
those of, or controlled by, the Trustee, fully secured by
obligations of the types specified in (i) or (ii) above;
provided that any such investment or deposit is not prohibited
by law.
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"Executive Officer" means the person at the time
incumbent in the office of village Manager of the Issuer, or
in the event of the death, disability or absence of such
person, then the person duly authorized and legally empowered
to perform the duties of such office in such event.
"Fiscal Officer" means the person at the time
I incumbent in the office of Director of Finance of the Issuer,
or in the event of the death, disability or absence of such
person, then the person duly authorized and legally empowered
to perform the duties of such office in such event.
"Indenture" means the Trust Indenture, provided
for in section 11 hereof, between the Issuer and the Trustee,
dated as of March 1, 1982, including this Bond Legislation
as part thereof.
"Interest Payment Date" means, as to the project
Bond, the first day of each July and January, commencing
July 1, 1982, and, as to Additional Bonds# the date or dates
identified as such in the Bond Legislation authorizing such
Additional Bonds.
"Issuer" means the.Village of Dublin, Ohio.
"Legal Officer" means the person at the time
incumbent in the office of Director of Law of the Issuer, or
in the event of the death, disability or absence of such
person, then the person duly authorized and legally empowered
to perform the duties of such office in such event.
., "Legislative Authority" means the Village Council
I of the Issuer.
"Letter of Credit" means either (i) the Citibank
Letter of Credit or (ii) any other irrevocable Letter of
Credit issued by a bank (which may include Citibank, N.A.)
organized and doing business in the United States of America
and the senior debt of which enjoys a rating (established
within the preceding twelve months) of A or higher by Moody's
Investors Service, Inc. or by Standard & Poor's Corporation,
both of New York, New York, or their successors, or which is
otherwise acceptable to the holder of the Project Bond on
April 1, 1988, which requires such bank to pay to the Trustee,
upon request by the Trustee, amounts equal to the outstanding
principal balance of the Project Bond from time to time.
OLetter of Credit BankO means the issuer of the
Letter of Credit or the Municipal Bond Insurance, as the
case may be.
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"Loan" means the loan by the Issuer to the Company
of the proceeds from the sale of the project Bond to the
Original purchaser, after deducting any 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
I paid by the provisions of Section 2.1 of the Agreement, as
the same may hereafter be amended, modified or supplemented,
in repayment of the Loan.
"Mortgage" means a mortgage deed in'formand
substance acceptable to the holder of the project Bond on
April 1, 1988, which mortgage deed shall secure payment of
principal and interest on the Project Bond and create a
valid lien on the Project and/or all or a portion of the
Project site, provided the property against which the mort-
gage deed constitutes a lien has an appraised value, as
determined by an independent MAl appraiser selected by the
holder of the project Bond on April 1, 1988, equal to or
greater than 125% of the principal balance of the project
Bond outstanding on April 1, 1988. The priority of any
Mortgage shall be subject only to a first mortgage lien
against the project site granted by the Company to the State
of Ohio acting by and through the Ohio Development Financing
commission securing the original principal amount of $150,000,
real estate taxes not yet due and payable, and encumbrances
which the holder of the Project Bond on April 1, 1988 deems
immaterial. .
"Municipal Bond Insurance" means an irrevocable
policy of insurance issued by an insurance company organized
I and doing business in the United States of America and the
senior debt of which enjoys a rating (established within the
preceding twelve months) of A or higher by MOody's Investors
Service, Inc. or by Standard & Poor's Corporation, both of
New York, New York, or their successors, or which is otherwise
acceptable to the holder of the Project Bond on April 1,
1988, insuring the payment when due of the outstanding
principal balance of the Project Bond from time to time.
"Note" or "Notes" means the Promissory Note executed
by the Company and delivered to and payable to the order of
the Issuer and assigned by the Issuer to the Trustee without
recourse, constituting an unconditional promise of the
Company to repay the Loan to the Issuer, and any additional
promissory Note or Notes executed and delivered with respect
to Additional Bonds, which Note is to be initially executed
and delivered in substantially the form attached as Exhibit A
to the Agreement.
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"Original Purchaser" means, as to the Project <<,<;"
Bond, The Huntington National Bank, Columbus, Ohio, and any
subsequent registered holder of the Project Bond, and, as to
any series of Additional Bonds, the person or persons
identified as such in the Bond Legislation providing for the
issuance of such series of Additional Bonds.
I "Outstanding Bonds" or "Bonds outstanding" or
"outstanding" as applied to the 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 date1
(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 redemp-
tion date of any such Bonds), or which are deemed
to have bee~ paid and discharged pursuant to the
provisions of Section 8.02 of the Indenture 1
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 notice satisfactory in
form to the Trustee shall have been filed with the
Trustee1 and
I (c) Bonds in lieu of which others have been authen-
ticated (or payment, when due, of which is made
without replacement) under Section 2.05 of the
Indenture.
"Paying Agents" means any banks or trust companies
designated as the paying agencies or places of payment for
Bonds by or pursuant to the applicable Bond Legislation, and
their successors designated pursuant to the Indenture.
"Person", whether or not appearing with initial
capitalization, means natural persons, firms, associations,
partnerships, corporations and public bodies.
"Pledged Receipts" means (a) the Loan Payments,
(b) subject to the provisions of Sections 3.04 and 8.02 of
the Indenture with respect to the Trustee's holding moneys
for the benefit of the holders of particular Bonds, all
other moneys received or to be received by the Issuer, or
the Trustee for the account of the Issuer, pursuant to the
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Agreement or with respect to the Loan, (c) the proceeds of
the Bonds, including any moneys deposited in the Construction
Fund, (d) any moneys deposited in the Bond Fund, and (e) the
income and profit from the investment of the Loan Payments
and of any other moneys deposited in the Construction Fund
and the Bond F~nd and any other moneys held by the Trustee
under the Indenture.
I "Prime Rate" means, as of any point in time, the
prime interest rate then established by The Huntington
National Bank (and subject to change from time to time by
The Huntington National Bank) based upon its consideration
of economic, money market, business and competitive factors.
"Project" means the real, personal, or real and
personal property comprising a research and commercial
facility, as more fully described in Exhibit B attached to
the Agreement, acquired, constructed, improved and equipped
pursuant to the Plans and Specifications (as defined in the
Agreement) upon the Project Site, and as may result from a
revision of the Plans and Specifications, in accordance with
the Agreement.
"Project Bond" means the Village of Dublin, Ohio
Industrial Development Revenue Bond (Adria Laboratories Inc.
Project) , in the principal amount of One Million Dollars
($1,000,000), issued by the Issuer pursuant to this Bond
Legislation.
"Project Site" means the land described in Exhibit C
attached to the Agreement which is owned by the Company and
upon which the project shall be located.
I "Project purposes" means the purposes of a research
and commercial facility as described in the Act.
"Registered Bonds" or "fully registered Bonds"
means Bonds registered in the name of the holder on the
registration books of the Issuer.
"Reimbursement Agreement" means the Letter of
Credit and Reimbursement Agreement dated as of even date
herewith between the Company and Citibank, N.A. pursuant to
which the Citibank Letter of Credit is issued.
"State" means the State of Ohio.
"Sufficient Securities" means an amount of cash or
securities on deposit with the Trustee sufficient to make
timely payments of principal of the project Bond. Securities
shall be considered sufficient for purposes of this definition
only if such securities (i) are direct obligations of the
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united states of America, (ii) are not redeemable prior to
maturity at the option of the Issuer thereof and (iii)
mature and bear interest in such amounts and at such times
as will assure sufficient cash to pay principal of the
Project Bond without rendering the interest on the Project
Bond taxable under the Internal Revenue Code of 1954, as
amended, as evidenced by a ruling by the Internal Revenue
I Service or by a written opinion of counsel satisfactory to
the Trustee.
"Trustee" means the trustee at the time acting as
such under the Indenture, originally The Huntington National
Bank, Columbus, Ohio, as Trustee, and any successor Trustee
as determined or designated under or pursuant to the Indenture.
Any reference herein to the Issuer, to the Legis-
lative Authority, or to any officers or members thereof,
shall include any entity which succeeds to its or their
functions, duties or responsibilities pursuant to or by
operation of law, or who are lawfully performing its or
their functions. Any reference to a section or provision of
the Ohio Constitution or the Act or to a section, provision
or chapter of the Ohi~ 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 this Bond Legislation and the Indenture, except
as otherwise herein permitted, or (b) shall be deemed applicable
solely by reason of this provision if such change would in
a~y way constitute an impairment of the rights or obligations
I of the Issuer, the Trustee, the Bondholders, the Letter of
Credit Bank or the Company under this Bond Legislation, the
Agr eeme nt , the Project Bond Letter of Credit, the Letter of
Credit Agreement, the Note or the Indenture, or any other
document executed in connection with any o~ the foregoing.
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.
Unless the context shall otherwise indicate,
reference in this Bond Legislation to any other document or
documents are and shall be references to such document or .
documents as the same may from time to time be duly modified, J
amended, supplemented, renewed or extended.
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Section 2. Determinations of Legislative Authority.
The Legislative Authority hereby determines:
(a) that the real, personal or real and personal
property to be acquired by the Company by purchase,
construction, equipping and installation through
the Loan is now, and after improvement will be,
I useful to the Project (consisting generally of a
research and commercial facility), and the utiliza-
tion 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 jobs and employment opportunities and
promoting the industrial, commercial and economic
development of the Issuer and the State.
Section 3. Authorization and Terms of Project Bond.
It is hereby determin~d to be necessary to, and the Issuer
shall, issue, sell and deliver, as provided and authorized
herein and pursuant to the authority of the Act, a $1,000,000
principal amount Project Bond for the purpose of making a
loan to assist the Company in the financing of costs of
acquiring, constructing, improving and equipping the Project
to be owned by the Company and used for the Project Purposes,
including costs incidental thereto and to the financing
thereof. Said Project Bond shall be designated "Village of
Dublin, Ohio Industrial Development Revenue Bond (Adria
I Laboratories Inc. Project)". The Issuer may also issue,
sell and deliver Additional Bonds on a parity with the
Project Bond for the purposes and in the manner provided in
Section 8 of this Bond Legislation.
The Project Bond shall be issued as one fully
registered bond numbered R-1 and dated as of its date of
delivery to the Original Purchaser against payment therefor.
In the event of transfer of the Project Bond, at the reques t
of the transferee and upon surrender of the Project Bond to
the Trustee, the Issuer shall execute and the Trustee shall
authenticate and deliver to the transferee a new Project
Bond registered in the name of the transferee, in the prin-
cipal amount equal to the outstanding principal amount of
the Project Bond surrendered and dated as of the date to
which interest has been paid on the Project Bond surrendered.
Project Bonds issued to any subsequent registered .holders
shall be numbered from R-2 upwards, but there sha 11 never be
more than one Project Bond outstanding at anyone time.
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The principal sum of the project Bond shall be
payable in 15 equal consecutive annual installments of
$66,666.67 each payable on January 1 of each year commencing
January 1, 1983 and on the first day of each January there-
after through and including January 1, 1997.
Except as otherwise expressly provided for in this
I Section 3, the Project Bond shall bear interest from its
date on the outstanding principal amount thereof at a
variable rate per annum (hereinafter called the "Tax-Free
Interest Rate") computed on the basis of a 360-day year of
12 consecutive 30-day months. The Tax-Free Interest Rate as
of any point in time shall be a rate per annum equal to 6.0%
of the Prime Rate, with each change in the Prime Rate auto-
matically and immediately creating a change in the Tax-Free
Interest Rate. Interest shall be paid semi-annually in
arrears on the first day of each July and January commencing'
July 1, 1982, until the principal amount of the Project Bond
is paid in full; provided, however, that on January 1, 1997,
the entire unpaid principal balance of the Project Bond
together with interest accrued thereon shall be due and
payable.
In the event- a late charge becomes due and payable
by the Company pursuant to Section 6.12 of the Agreement,
such late charges shall be due and payable as additional
interest on the project Bond on the Interest Payment Date
next succeeding their due dates. Furthermore, should any
payment of interest on the Note or principal on the Project
Bond not be paid when due, whether at maturity or by accel-
eration, the Project Bond shall bear interest from and after
s~ch due date at a rate equal to the interest rate otherwise
I payable on the project Bond plus two percent (2%) per annum
until paid.
In the event of a Determination of Taxability, the
interest rate on the principal amount of the Project Bond
then outstanding on and after the Date of Taxability shall
be increased automatically to a rate per annum (hereinafter
called the "Taxable Interest Rate") equal to the sum of the
Prime Rate plus 1% per annum, and the Taxable Interest Rate
shall continue for so long as any principal amount remains
outstanding. As with the Tax-Free Interest Rate, the
Taxable Interest Rate shall be a variable rate with each
change in the prime Rate automatically and immediately
creating a change in the Taxable Interest Rate, and the
Taxable Interest Rate shall be computed on the basis of a
360-day year of 12 consecutive 30-day months.
In the event of a Determination of Taxability, the
Issuer will pay to the Trustee, immediately on demand by the
Trustee, moneys in an amount equal to (a) the difference
11
between (i) the amount of interest which would have been
received by each holder of a project Bond if interest
payable on the project Bond during the Payment Period (as
hereinafter defined) had been paid at the Taxable Interest
Rate and (ii) the amount of interest theretofore paid to
such holder during the Payment Period, and (b) all penalties
and interest paid or payable by each holder of a Project
I Bond as a result of a Determination of Taxability. Moneys
received by the Trustee pursuant to subpart (a) of the
preceding sentence will be paid by the Trustee within thirty
(30 ) days after receipt by the Trustee to each holder of a
Project Bond or apportioned pro rata among the holder of the
Project Bond and any prior holder of the project Bond based
on the number of days the Project Bond was registered in the
name of each such holder during the Payment Period, as shown
by the registration books maintained by the Trustee.
Moneys received by the Trustee pursuant to subpart (b) of
such sentence shall be paid by the Trustee within thirty
(30) days after receipt by the Trustee to each holder of a
Project Bond and any prior holder of the project Bond,
provided any such holder provides evidence satisfactory to
the Trustee of the amount of such penalties and interest to
which any such holder is entitled to receive. As used
herein, the term "Payment period" shall mean the period
beginning with the Date of Taxability and ending with the
Interest Payment Date immediately preceding the date of the
Trustee's demand .pursuant to the first sentence of this
paragraph. The Issuer shall make the payment to the Trustee
required by this paragraph, notwithstanding a Project Bond,
or any portion thereof, was redeemed prior to a Determination
of Taxability but after the Date of Taxability, and in that
event, the ending date of the Payment Period with respect to
such redeemed portion shall be the date of such redemption
of the project Bond. The obligation of the Issuer to pay
interest and penalties in accordance with this paragraph
(and of the holder of a Project Bond to repay such interest
and penalties in accordance with the immediately following
paragraph) shall survive the redemption in full and cancella-
tion of the Project Bond.
If (a) a holder of a Project Bond shall have
received any payments of interest or penalties by reason of
the foregoing paragraph and (b) such holder shall successfully
claim for the taxable year in question that all or any part
of the interest on the Project Bond for such taxable year is
excluded from such holder's gross income for Federal income
tax purposes [for this purpose a claim shall be deemed
successful only upon the occurrence of a "determination", as
defined in Section 1313(a) or any successor provision of the
Internal Revenue Code of 1954, as amended (the "Code"), with
respect thereto or, if such holder shall not have included
such interest in such holder's gross income for Federal
12
income tax purposes, upon expiration of the statute of
limitations provided by Section 6501 or any successor
provision of the Code with respect to such taxable year],
then such holder shall pay directly to the Company ( i) an
amount equal to all or a comparable part of such payment
with respect to such taxable year in question received by
such holder, plus (ii)(A) if such holder shall have con-
II tested the imposition of any Federal income tax by paying
in the tax in question and seeking a refund thereof, the amount
~~. of any interest paid or credited to such holder by the
rh',"" Internal Revenue Service in respect of such r. efu. nd or (B) if
such holder shall not have paid the tax in question, interest
on the amount received by such holder pursuant to clause (i)
calculated at the federal funds rate in effect from time to
time during the period from the date of payment to such
holder to the date of refund thereof by such holder to the
Company.
In the event the Company exercises its option to
prepay the Note as provided therein, the Project Bond is
subject to optional redemption by the Issuer on the date
selected by the Company at any time after January 1, 1983,
in whole or in part (in amounts of $10,000 or any integral
multiple thereof and in the inverse order of maturity of the
principal payments) at a redemption price of 100% of the
principal amount thereof plus accrued interest to the re-
demption date. Notice from the Company to the Issuer, the
Trustee and to the Original Purchaser pursuant to the pro-
visions of the Note that the Company shall exercise its
option to prepay all or any portion of the principal of the
Note shall constitute the direction from the Issuer to the
T~ustee to redeem the then outstanding project Bond or
portion thereof pursuant to this paragraph, and no separate
notice from the Issuer to the Trustee shall be required.
If at any time the Trustee shall hold funds in a
separate account in the Bond Fund pursuant to Sections 4.2
or 5.6 of the Agreement, there shall be an immediate manda-
tory redemption of the Project Bond in the inverse order of
maturity of the principal payments by the Issuer prior to
stated maturity at a redemption price of 100% of the unpaid
principal amount thereof plus accrued in~erest to the re-
demption date to such an extent as to exhaust such funds in
said separate account.
. The Project Bond is also subject to mandatory
redemption by the Issuer at any time prior to stated maturity
in full 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 unenforce-
able or impossible of performance in accordance with the
intent and purpose of the parties as expressed in the Agree-
~. 13
ment 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
Company in good faith to such extent that the Note and the
I obl~gations evidenced thereby are no longer enforceable by
the holder thereof. Any such redemption shall be made on a
date selected by the Company after at least ten (10) days
advance written notice to the Issuer, the Trustee and to the
Original Purchaser, but not later than ninety (90) days
following the latest to occur of the effective date of any
such constitutional amendment, legislation, administrative
action or final decree, judgment or order. Notice from the
Company to the Issuer, the Trustee and to the Original
Purchaser pursuant to the provisions of the Note that the
Company shall prepay the Note in full as required therein
shall constitute the direction from the Issuer to the
Trustee to call the then outstanding Project Bond for
mandatory redemption pursuant to this paragraph, and no
separate notice from the Issuer to the Trustee shall be
required.
The project Bond is also subject to mandatory
redemption by the Issuer on July 1, 1988, in full at a
redemption price of 100% of the principal amount thereof
plus accrued interest to the redemption date, unless the
Company has provided Alternate Security to the Trustee not
later than April 1, 1988, as provided in Section 6.11 of the
Agreement. In the event of such mandatory redemption, no
notice shall be required to be given by the Issuer or the
Trustee.
The principal of and interest on the project Bond
shall be payable at the principal corporate trust office of
the Trustee, and the Trustee shall endorse each payment of
principal and interest on the Project Bond on the Principal
and Interest Payment schedule, or any continuation thereof,
attached to the Project Bond.
The Project Bond shall be executed by the Executive
Officer and by the Fiscal Officer, provided that either or
both of such signatures may be facsimiles, and shall bear
the seal of the Issuer or a facsimile thereof.
Section 4. Terms of All Bonds. All Bonds shall
bear such designation as may be necessary to distinguish
them from Bonds of any other series. Bond Service Charges
on all Bonds shall be payable in lawful money of the United
States of America. All Bonds shall be issued as fully
registered Bonds. All Bonds shall be negotiable instruments
14
within the meaning of Chapter 165 of the Ohio Revised Code,
subject to applicable provisions for registration, shall be
transferred in accordance with applicable securities laws,
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.
I All Bonds shall be executed in the manner provided
'1 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 shall
cease to be such officer before the issuance, authentication
or delivery of such Bonds, such signature or such facsimile
shall nevertheless be valid and s~fficient for all purposes,
the same as if he had remained in office until that time.
Notice of call for redemption of Additional Bonds
shall be given in the manner provided in the Bond Legislation
authorizing the issuance of Additional Bonds. If Bonds or
portions of fully registered Bonds are duly called for
I redemption and if on such redemption date moneys for the
I redemption of all the Bonds to be redeemed, together with
accrued interest to the redemption date, shall be held by
the Trustee so as to be available therefor, then from and
after such redemption date such Bonds or portions thereof
being redeemed shall cease to bear interest, except as
otherwise provided in the Project Bond with respect to any
Project Bond redeemed prior to a Determination of Taxability
but after the Date of Taxability. .
. Section 5. Security Pledged for Bonds. As
provided herein, the Bonds shall be equally and ratably
payable 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 con-
stituting Pledged Receipts, and shall be further secured by
the Indenture and by the pledge and assignment of the Note.
The Project Bond is also payable from moneys derived by the
Trustee from drawings under the Citibank Letter of Credit
and any Alternate Security. Anything in the Bonds, the
Indenture or herein to the contrary notwithstanding, neither
the Bond Legislation, the Bonds, the Indenture nor any other
instrument shall constitute a debt or a pledge of the faith
and credit of the Issuer, the State or any political subdivision
thereof and 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 any political
subdivision of the State for the payment of principal of,
premium (if any) on or interest' on the Bonds, but such Bonds
are payable from the Pledged Receipts, and the Bonds shall
contain on the face thereof a statement to that effect;
11& 15
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.
I
i Section 6. Sale of Project Bond; Allocation of
I
Purcha.se Price. The Executive Officer and the Fiscal Officer
I are hereby authorized and directed to offer for sale the
Project Bond to the Original Purchaser for purchase by the
Original Purchaser at the price of 100% of the principal
amount of the Project Bond, 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 Bond to the
Original Purchaser. The Executive Officer and the Fiscal
Officer further are hereby authorized and directed to take
all steps necessary to effect due authentication, delivery
and security of the Project Bond 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 Bond and the manner of sale, as provided in this
Bond Legislation, are in the best interest of the Issuer and
consistent with all legal requirements. The Clerk shall
furnish to the Original Purchaser a true transcript of the
proceedings had with reference to the issuance of the
Project Bond, certified by the Clerk, along with such
information from the Clerk's records as is necessary to
determine the regularity and validity of the issuance of the
Project Bond.
At the time of issuance, delivery of and payment
for the Project Bond, the Bond Fund Payment, if any, shall
be deposited from the purchase price for the project Bond
into the Bond Fund. .
There is hereby created by the Issuer and ordere~
maintained as a separate deposit account (except when invested
as hereinafter provided) in the custody of the Trustee a
trust fund to be designated "Village of Dublin, Ohio - Adria
Laboratories Inc. Construction Fund" (herein called the
"Construction Fund"). After deducting the Bond Fund Payment,
if any, required by the preceding paragraph to be paid
otherwise than to the Construction'Fund, the balance of the
proceeds of the Project Bond shall be deposited in the
Construction Fund as the Loan to the Company provided for in
the Agreement . Moneys in the Construction Fund shall be
disbursed by the Trustee in accordance with the provisions
, of the Agreement, and the Trustee is hereby authorized and
I
I directed to issue its check for each disbursement required
16
. .
.
by the provisions of the Agreement. The Issuer covenants
and agrees promptly to take whatever actign, if any, is
necessary in approving and ordering all such disbursements.
The moneys to the credit of the Construction Fund
shall, pending application thereof as above set forth, be
subject to a lien and charge in favor of the holder of the
I Project Bond, but only to the extent of its interest therein.
Section 7. Source of Payment - Bond Fund. As
provided in the Agreement, Loan Payments sufficient in time
and amount to pay the Bond Service Charges as they come due
are to be paid by the Company directly to the 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 for the account of the Issuer and shall con-
stitute 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,
Ohio - Adria Laboratories Inc. Revenue Bond Fund" (herein
called the "Bond Fund"). The Trustee shall deposit in the
Bond Fund upon receipt all Pledged Receipts, all moneys
received upon drawings made under the Citibank Letter of
Credit and any other amounts which, under the terms of this
Bond Legislation, the Indenture, the Agreement, the Notes or
any Alternate Security are to be applied to the payment of
Bond Service Charges. 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, all as provided herein and in the Indenture and
the Agreement, provided that no part thereof (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 then to be due
and payable; provided that to the extent that the amount
needed by any other Paying Agent is not sufficiently pre-
dictable, the Trustee may make such credit arrangements with
such Paying Agent as to permit meeting such payments.
Ia 17
. .
.
In the event that within two business days after
the date on which any principal portion of the Bond Service
Charges on the Project Bond is due and payable, funds are
not available in the Bond Fund to pay such principal portion
of the Bond Service Charges when due, whether at maturity,
upon redemption, by reason of acceleration or otherwise, the
Trustee, by 10:00 A.M. Col umbu s , Ohio time, on the third
I business day after such due date, and without any necessity
for further authorization or direction from, or prior consent
of or consultation with, the Issuer or the Company, shall
present a sight draft or drafts and the accompanying certifi-
cates required by the terms of the Citibank Letter of Credit
(or any Alternate Security) to Citibank, N.A. (or the Letter
of Credit Bank, as appropriate), requesting payment under
the Citibank Letter of Credit (or any Alternate Security) of
an amount which, together with the balance, if any, in the
Bond Fund, is equal to the principal portion of the Bond
Service Charges on the Project Bond then due, but not exceeding
the maximum amount available to be drawn under the Citibank
Letter of Credit (or any Alternate Security).
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, (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, and (c) all
payments received under the Citibank Letter of Credit and
any Alternate Security.
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 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,
~ 18
.
.
to take and cause to be taken, at the direction of the
Company, the necessary steps to redeem all of said Bonds on
the next succeeding redemption date or dates for which the
required notice of call for redemption may be given.
Nothing in this Bond Legislation is intended to
prevent the Company frOm delivering moneys to the. Trustee
I pursuant to Section 2.8 of the Agreement to be used to
purchase or redeem Bonds in accordance with that Section and
the Trustee shall promptly apply such moneys to the purchase
or redemption of Bonds in accordance with the Company's
instructions. As and to the extent provided in said Section
2.8, such moneys shall not be considered the payment or
prepayment of Loan Payments.
Section 8. Additional Bonds. At the request of
the Company, if the Company is not then in default under the
Agreement, and with the prior written consent of all holders
of Bonds then outstanding, the Issuer, to the extent permitted
by law (including.the Act) then in effect and for purposes
consistent with the Act, shall use its best efforts to issue
Additional Bonds from time to time to provide loans to the
Company for: ( i) the .completion of the project, including
additional costs incurred in providing the Project, or (ii)
the acquisition for the Project of real estate or interests
therein, or repairs to the Project of a major nature arising
from casualty or unanticipated conditions, or (iii) the
acquisition, construction and installation of additional
industrial ,commercial, distribution. or research facili ties
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 Company, or any combi-
nation thereof, or (iv) refunding the Project Bond or any
one or more series of Additional Bonds, or (v) any combination
of the foregoing; provided, that the proceeds of any Additional
Bonds shall, except to the extent issued for the purpose
described in clause (iv), be used solely to pay permissible
costs under the Act. Such Additional Bonds shall be issued
under the Indenture on a parity with the Project Bond and
any Additional Bonds theretofore or thereafter issued,
except with respect to the payment of Bond Service Charges
on the Project Bond from drawings made under the Citibank
Letter of Credit and any Alternate Security. 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
-. 19
. .
.
Additional Payments (as defined in the Agreement) by the
Company under the provisions of the Agreement and the Bond
Legislation, and (b) either the opinion of bond counsel
acceptable to the Trustee or 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
I 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 and the other sources
herein provided, 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.
(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 that it is,
and upon delivery of the Project Bond will be, duly authorized
by the Constitution and laws of the State, including particularly
and without limitation the Act, to issue the project Bond
and to execute the Indenture, the Agreement and the assignment
of the Note, 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 Bond and execution and delivery
of the Indenture, the Agreement and the assignment of the
Note have been or will be duly and effectively taken; and
that the Project Bond in the hands of the holder thereof
will be a valid and enforceable special obligation of the
Issuer according to the terms thereof. Each provision of
the Bond Legislation, 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 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.
II 20
. .
.
(c) Pledged Receipts. Except as otherwise pro-
vided in the Bond Legislation, the Indenture and the Agree-
ment, the Issuer will not create or suffer to be created any
debt, lien or' charge thereon, or make any pledge or assign-
ment of or create any debt, lien or charge thereon, or make
any pledge or assignment of or create any lien or encum-
brance upon the Pledged Receipts, including the moneys in
I the Bond Fund and the Construction Fund, other than the
pledge and assignment thereof under the Bond Legislation,
the Indenture and the Agreement.
(d) Recordings and Filings. The Issuer will, at
the expense of the Company, cause (to the extent required by
the laws of the State to perfect such instruments and/or the
lien created thereby) all necesssary financing statements,
amendments thereto, continuation statements and instruments
of similar character relating to the pledges and.assignments
made by it or by the Company to secure the Bonds, to be
recorded and filed in such manner and in such places and to
the extent required by law in order to preserve fully and
protect the security of the holders of the Bonds and the
rights of the Trustee under the Indenture. In pursuance
thereof, the Company has covenanted to cause to be delivered
to the Trustee certain opinions of counsel, all as set forth
in Section 3.5 of the Agreement.
(e) Inspection of Project Books. All books and
documents in the Issuer's possession relating to the Project
or the Pledged Receipts shall at all times be open to in-
spection by such accountants or other agents of the Trustee
as the Trustee may from time to time designate.
(f) List of Bondholders. To the exten t 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 registered
holders of the Bonds. At reasonable times and under reason-
able regulations established by the Trustee, said list may
be inspected and copied by the Company, or by the holders
(or a designated representative thereof) of 25% 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
name or in the name of the Issuer, may, for and on behalf of
the Bondholders, enforce all rights of the Issuer and all
obligations of the Company under and pursuant to the Agree-
ment and the Note, whether or not the Issuer is in default
of the pursuit or enforcement of such rights and obligations.
II 21
. - ~
.
(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
I actions at law and in equity, as may be appropriate. -
(i) Arbitrage Provisions. The Issuer will
restrict the use of the proceeds of the Project Bond in such
manner and to such extent, if any, as may be necessary,
after taking into account reasonable expectations at the
time the Project Bond is delivered to the Original Purchaser
so that it will not constitute an arbitrage bond under
Section 103(c) of the Internal Revenue Code of 1954, as
amended, and the applicable regulations promulgated under
that section. The Fiscal Officer or any other officer
having responsibility with respect to the issuance of the
Project Bond,.is authorized and directed, alone or in
conjunction with any of the foregoing or with any other
officer, employee, consultant or agent of the Issuer, or the
Company, and upon rece.ipt of satisfactory indemnities, to
give an appropriate certificate of the Issuer, for inclusion
in the transcript of proceedings for the Project Bond,
setting forth the reasonable expectations of the Issuer
regarding the amount and use of all such proceeds and the
facts and estimates on which they are based, such certificate
to be premised on the reasonable expectations and the facts
and estimates on which they are based as provided by the
Company, all as of the date of delivery of and payment for
the Project Bond.
Section 10. Investment of Bond Fund and Construc-
tion 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
oral or written orders of the Authorized Company Representative
(as defined in the Agreement) with respect thereto, but if
oral any such orders shall be promptly confirmed in writing,
provided that investments of moneys in the Bond Fund shall
mature or be redeemable at the option of the Trustee at the
times and in the amounts necessary to provide moneys hereunder
to pay Bond Service Charges as they fall due at stated
maturity or by redemption, and that each investment of
moneys in the Construction Fund shall in any event mature or
be redeemable at the option of the Trustee at such time as
may be necessary to make timely payments from the Construction
Fund. Subject to any such orders with respect thereto, the
Trustee may from time to time sell such investments and
reinvest the proceeds therefrom in Eligible Investments
maturing or redeemable as aforesaid. Any such investments
II 22
... ~
.
may be purchased from or sold to the Trustee or any of its
affiliates. 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.
I An investment made from moneys credited to the Construction
Fund or the Bond Fund shall constitute part of that respective
Fund and such respective Fund shall be credited with all
proceeds of sale and income from such investment. For
purposes of the Indenture and this Bond Legislation, such
investments shall be valued at face amount or market value,
whichever is less. The Company has covenanted in the Agree-
.ment to restrict the use of the proceeds of the Project Bond
so that it will not constitute an arbitrage bond under the
Internal Revenue Code of 1954, as amended.
Section 11- Indenture and Agreement. In order
better to secure the payment of the Bond Service Charges as
the same shall become due and payable, the Executive Officer
is hereby authorized and directed to execute, acknowledge
and deliver the Indenture and the Agreement to the Trustee
in substantially the forms submitted to the Issuer, and to
endorse upon the Note the assign~ent 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 officer executing the same. The
approval of such changes by said officer, and that such are
not substantially adverse to the Issuer, shall be conclusively
evidenced by the execution of the Indenture and the Agreement,
respectively, and by endorsement of the Note, by such officer.
This Sond 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
Officer and the Fiscal Officer are hereby further separately
authorized and directed to take any and all actions and to
execute financing statements, other assignments, certificates
and any other instruments as are, in the opinion of the
i Legal Officer and bond counsel to the Issuer, necessary to
perfect the pledges set forth in the Indenture and to con-
summate the transactions provided for in the Indenture and
the Agreement.
a. 23
.. <r
...
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 any
of its committees, if any, that resulted in such formal
I action, were taken in meetings open to the public, in full
compliance with applicable legal re.quirements, including
Section 121.22 of the Ohio Revised Code.
Section 14. Prevailing Rates of Wages. As pro-
vided in Section 165.031 of the Ohio Revised Code, all
laborers and mechanics employed on the Project shall be paid
at the prevailing rates of wages of laborers and mechanics
for the class of work called for by the Project, which wages
shall be determined in accordance with the requirements of
Chapter 4115 of the Ohio Revised Code, for determination of
prevailing wages, provided that should the Company or other
non-public user beneficiary of the Project undertake, as
part of the Project, construction to be performed by its
regular collective bargaining unit employees who are covered
under a collective ba~gaining agreement which was in existence
prior to the date of the commitment instrument undertaking
to issue the Project Bond, then, in that event, the rate of
pay provided under the collective bargaining agreement may
be paid to such employees.
Section 15. Emergency--Effective Date. This Bond
Legislation is hereby declared to be an emergency measure,
the immediate passage of which is necessary for the preserva-
tion of the public peace, health and safety and for the
further reason this Bond Legislation must be immediately
effective in order to eliminate the hazards and expenses to
the Issuer and its people resulting in the lack of job
opportunities; wherefore, this Bond Legislation shall take
effect and be in force immediately upon its passage.
Passed by Council the /~ day of March, 1982.
Attest:
Approved as to form:
Law Director, Village of
~ Dublin, Ohio
_ 24