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64-85 Ordinance October -L, 1985 Ordinance No.64-85 The Village Council of the Village of Dublin, Ohio met in regular session on this date in Council Chambers at 6665 Coffman Road, Dublin, Ohio, with the following members present: Mr. David Amorosp- Mayor .J,:amps F.. J.pwis Mr. Michael Close Ms. R,:arh,:ar,:a M,:aIlTPT Mrs. Catherin Headlee MT. n,:anipl ~1I~phpn Mr. L. E. Thornton Mr. Close offered the following ordinance and moved the adoption of the same, which was duly seconded by Mr. Sutphen . ORDINANCE NO. 64-85 AN ORDINANCE AUTHORIZING THE ISSUANCE OF AN INDUSTRIAL DEVELOPMENT REVENUE BOND (CONQUEST/DUBLIN LIMITED PARTNERSHIP PROJECT) OF THE VILLAGE OF DUBLIN, OHIO IN AN AMOUNT NOT TO EXCEED $1,310,000 MAXIMUM PRINCIPAL AMOUNT, IN ORDER TO ASSIST CONQUEST/DUBLIN LIMITED PARTNERSHIP IN THE FINANCING OF COSTS OF ACQUIRING, CONSTRUCTING, IMPROVING AND EQUIPPING A COMMERCIAL FACILITY; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SAID BOND; AUTHORIZING A LOAN AGREEMENT WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID BOND; AUTHORIZING ASSIGNMENTS OF SAID VILLAGE'S INTEREST IN SAID LOAN AGREEMENT AND THE NOTE FROM CONQUEST/DUBLIN LIMITED PARTNERSHIP MADE AND DELIVERED PURSUANT TO SAID LOAN AGREEMENT; AND AUTHORIZING A BOND PURCHASE AGREEMENT; AND FOR RELATED PURPOSES; AND DECLARING AN EMERGENCY. WHEREAS, the Village of Dublin, Ohio (hereinafter called the "Issuer"), a municipal corporation and political subdivision in and of the State of Ohio (hereinafter called the "State"), is by virtue of the laws of said State, including Section 13 of Article VIII of the Ohio Constitution and Chapter 165 of the Ohio Revised Code, and other authorities mentioned therein, authorized and empowered, among other things, (a) to issue revenue bonds in order to assist in the financing of costs of industrial, commercial, distribution and research facilities located within the boundaries of the Issuer, (b) to enter into an agreement with the owner of such facilities pro- viding 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 pledge and assignment of such revenues, as provided for herein, and (d) to enact this Bond Legislation and enter into the Agreement (as hereinafter defined) and Bond Purchase Agreement (as hereinafter defined) upon the terms and conditions provided therein; and WHEREAS, Conquest/Dublin Limited Partnership, an Ohio limited partnership, (hereinafter called the "Company") with an office at 110 East Wilson Bridge Road, Suite 280, Worthington, Ohio 43085, will be the owner of the Project (as hereinafter defined), comprising a commercial facility located within the boundaries of the Issuer, to be leased for use by tenants in the business of providing medical care to the residents of the Issuer and others and other lawful businesses, and for related purposes; and WHEREAS, on July 1, 1985, this Legislative Authority passed an ordinance authorizing an agreement, which was entered into, with Conquest Corporation in which the Issuer agreed to issue the Project Bond and authorized Conquest Corporation to commence the acquisition, construction, improvement and equipping of the Project; and, in accordance with the terms of said agreement, Conquest Corporation has assigned its interest thereunder to the Company; and WHEREAS, this Legislative Authority has held, after notice to the public duly given, a public hearing with respect to the Project in accordance with the provisions of Section 103(k) of the Internal Revenue Code (as hereinafter defined); and WHEREAS, it is hereby determined by this Legislative Authority that the acquisition, construction, improvement and equipping of the Project, including the financing thereof, will require the issuance, sale and delivery of the Project Bond (as hereinafter defined) in an amount not to exceed $1,310,000 maximum principal amount; NOW, THEREFORE, BE IT ORDAINED by the Village Council of the Village of Dublin, County of Franklin and State of Ohio: Section 1. Definitions. In addition to the words and terms elsewhere defined in this Bond Legislation or in the Agree- ment and used herein as defined words and terms, the following words and terms as used in this Bond Leqislation shall have the -2- following meanings, unless the context or use clearly indicates another or different meaning or intent: "Act" means Chapter 165 of the Ohio Revised Code, enacted and amended pursuant to Section 13 of Article VIII and other provisions of the Ohio Constitution. "Agreement" means the Loan Agreement, dated as of October 1, 1985, between the Issuer and the Company, as provided for in Section 9 hereof, as the same may from time to time be amended, modified or supplemented in accordance with its terms. "Bond Fund" means the "Village of Dublin, Ohio - Conquest/Dublin Limited Partnership Revenue Bond Account" created by Section 6 hereof. "Bond Fund Holder" means, as of any point in time, Bank One, Columbus, N.A., Columbus, Ohio, or its successors so designated by the Issuer as the depository at which the Construction Fund and Bond Fund are established. "Bondholder" means, as of any point in time, Bank One, Columbus, N.A., Columbus, Ohio, or its successor or assign, as the registered holder of the Project Bond. "Bond Legislation" means this ordinance, as the same may from time to time be modified, amended or supplemented. "Bond Purchase Agreement" means the Bond Purchase Agreement provided for in Section 9 hereof among the Issuer, the Company and the Bondholder, dated as of October 1, 1985. "Bond Service Charges" means, for any time period, the principal, interest and redemption premium, if any, required to be paid by the Issuer on the Project Bonds for such time period. "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. "Conditional Assignment" means the Conditional Assign- ment of Leases, Rents, Issues and Profits, dated as of October 1, 1985, granted by the Company and Riverside United Methodist Hospital to the Bondholder, as the same may from time to time be amended, modified or supplemented in accordance with its terms. "Construction Fund" means the "Village of Dublin, Ohio - Conquest/Dublin Limited Partnership Construction Account" created by Section 5 hereof. -3- "Date of Taxability" means the date as of which all or any part of the interest on the Project Bond is first required to be included for Federal income tax purposes in the gross income of the Bondholder by reason of the occurrence of any circum- stances on the basis of which a Determination of Taxability shall have been made. "Determination of Taxability" means the receipt by the Bondholder of a private letter ruling or technical advice memorandum by the Internal Revenue Service in which the Company has participated, or had an opportunity to participate, or a written opinion addressed to the Company and the Bondholder by an attorney or firm of attorneys of recognized standing on the sUbject of municipal bonds selected by the Bondholder and approved by the Company (which approval shall not be unreasonably withheld), to the effect that all or any part of the interest on the Project Bond is includable for Federal income tax purposes in the gross income of the Bondholder [other than because the Bondholder is a "substantial user" of the Project 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 Congress; (ii) obli- gations issued or guaranteed by any state or political subdivi- sion 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-lor 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 Bond- holder; (v) certificates of deposit of banks or trust companies, including the Bondholder, organized under the laws of the United States of America or any state thereof, which must have a reported capital and surplus of at least $25,000,000 in dollars of the United States of America; and (vi) repurchase agreements fully secured by obligations of the type specified in (i) above, including repurchase agreements of the Bondholder or any com- mercial bank affiliated with the Bondholder; provided that any such investment or deposit is not prohibited by law. "Executive Officer" means City Manager of the Issuer. "Fiscal Officer" means the Director of Finance of the Issuer. "Installment Payment Date" means each date on which a payment of principal and/or interest is due on the project Bond. -4- "Internal Revenue Code" means the Internal Revenue Code of 1954, as amended, and the existing and proposed Regulations promulgated thereunder. "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 of the Issuer. "Loan" means the loan by the Issuer to the Company of the proceeds from the sale of the Project Bond to the Bond- holder. "Loan Payments" means the amounts required to be paid by the provisions of Section 2.1 of the Agreement in repayment of the Loan. "Mortgage" means the Open-End Mortgage and Security Agreement granted by the Company and Riverside United Methodist Hospital to the Bondholder, dated as of October 1, 1985, as the same may from time to time be amended, modified or supplemented in accordance with its terms. "Note" means the Promissory Note executed by the Company and delivered to and payable to the order of the Issuer, constituting an unconditional promise of the Company to repay the Loan to the Issuer, which Note is to be initially executed and delivered in substantially the form attached as Exhibit A to the Agreement. "Person", whether or not appearing with initial capitalization, means natural persons, firms, associations, corporations, partnerships, other business entities and public bodies. "Pledged Receipts" means (a) the Loan Payments, including the payments of principal of and interest and any premium on the Note, (b) all other moneys received by the Issuer or the Bondholder for the account of the Issuer pursuant to the Agreement or with respect to the Loan, (c) the proceeds of the Project Bond, including any moneys deposited in the Construction Fund, (d) any moneys deposited in the Bond Fund, and (e) any moneys constituting income and profit from the investment of the moneys deposited in the Bond Fund and the Construction Fund. "project" means the real, personal or real and personal property consisting of a commercial facility, and certain equipment to be utilized in connection therewith, as more fully -5- described in Exhibit B attached to the Agreement, acquired, constructed, improved and equipped by the Company and located on the Project Premises. "Project Bond" means the Bond authorized in Section 3 hereof and designated "Village of Dublin, Ohio Industrial Development Revenue Bond (Conquest/Dublin Limited Partnership Project)", issued by the Issuer pursuant to this Bond Legislation in an amount not to exceed $1,310,000 maximum principal amount. "Project premises" means the land described in Exhibit C to the Agreement. "Project Purposes" means the purposes of a commercial facility as described in the Act. "State" means the State of Ohio. "Termination Date" means October 1, 1995, sUbject to earlier termination as provided in the Agreement or herein. "Total Aggregate Disbursements" means the total amount of payments made by the Bondholder for the principal of the Project Bond, as shown on the Disbursement Schedule attached thereto as Schedule II. Any reference herein to the Issuer, to the Legislative Authority, or to any officers thereof, shall include any entity which succeeds to its or their functions, duties or responsi- bilities pursuant to or by operation of law. Any reference herein to a section or provision of the Ohio Constitution, the Act or the Internal Revenue Code or to a section, provision or chapter of the Ohio Revised Code shall include such section or provision or chapter as from time to time amended, modified, revised, supplemented, or superseded; provided, however, that no such change in the Constitution, laws or regulations (a) shall alter the obligation to pay the Bond Service Charges in the amounts and manner, at the times, and from the sources provided in the Bond Legislation, except as otherwise herein permitted, or (b) shall be deemed applicable by reason of this provision if such change would in any way constitute an impairment of the rights of the Issuer, the Company or the Bondholder under the Agreement. References herein to any document or documents are and shall be references to such document or documents as the same may from time to time be duly modified, amended, supplemented, renewed or extended in accordance with the terms thereof. Unless the context shall otherwise indicate, words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders, words -6- importing the singular number shall include the plural number, and vice versa, and the terms "hereofn, nhereby", "hereto", nhereunder", and similar terms, mean this Bond Legislation. Section 2. Determinations of the Legislative Authority. The Legislative Authority hereby determines: (a) that the real, personal or real and personal property acquired, constructed, improved and equipped by the Company by purchase, construction and installation through the Loan is useful to the Project, and the utilization of such property in the creation and location of the Project is economically sound; and (b) the Project is a "project" as that term is defined in Section 165.01 of the Ohio Revised Code, is consistent with the purposes of Section 13 of Article VIII of the Ohio Constitution and the Act and will benefit the people of the Issuer by creating jobs and employment opportunities and promoting the industrial and economic development of the Issuer and the State. Section 3. Authorization and Terms of Project Bond. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein and pursuant to the authority of the Act, the 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 for the project Purposes, including but not limited to costs incidental thereto and to the financing thereof. The Project Bond shall be designated "Village of Dublin, Ohio Industrial Development Revenue Bond (Conquest/Dublin Limited Partnership Project)n. The Project Bond shall be issued in fully registered form in the form attached hereto, made a part hereof and incorporated herein by reference as Exhibit A. The Project Bond shall mature not later than the Termination Date and shall otherwise be upon and subject to the terms for interest, late charges, payment, place of payment and mandatory and optional redemption set forth in the form of Project Bond attached hereto as Exhibit A. The Project Bond shall originally be issued in the name of Bank One, Columbus, N.A. in an amount not to exceed One Million Three Hundred Ten Thousand Dollars ($1,310,000) maximum principal amount, numbered R-1 and dated the date on which it is delivered to said original purchaser for payment. In the event of transfer of the Project Bond, at the request of the transferee and upon surrender of the Project Bond to the Legislative -7- Authority, the Issuer shall execute and deliver to the transferee a new Project Bond registered in the name of the transferee, in the principal amount equal to the outstanding principal bond of the Project Bond surrendered and dated as of the date to which interest has been paid on the project Bond surrendered. Any subsequent Project Bond shall be numbered from R-2 upwards. Bond Service Charges on the Project Bond shall be pay- able in lawful money of the United States of America by check or draft mailed or delivered to the Bondholder at its principal office by the Bond Fund Holder, without deduction for services of any paying agent, and without presentation of the Project Bond by the Bondholder to the Bond Fund Holder, except presentation shall be required where a payment or prepayment of principal will dis- charge all indebtedness of the Issuer evidenced by the Project Bond. The Project Bond shall be executed by the Executive Officer and the Fiscal Officer and shall bear the seal of the Executive Officer. In case any officer whose signature shall appear on the Project Bond shall cease to be such officer before the issuance or delivery of the Project Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until that time. The Project Bond shall express on its face the purpose for which it is issued and such other statements or legends as may be required by law. So long as the Project Bond remains outstanding, the Issuer will cause to be maintained and kept, by and at the office of the Clerk, books for the registration and transfer of the Project Bond. The Project Bond shall be a negotiable instrument within the meaning of Chapter 165 of the Ohio Revised Code, subject to applicable provisions for registration, and shall be transferred in accordance with applicable securities laws. The Project Bond may be transferred only upon the books kept for the registration and transfer of the Project Bond, upon surrender thereof at the office of the Legislative Authority together with an assignment duly executed by the registered holder thereof, or its duly authorized attorney, in such form as shall be satisfactory to the Executive Officer. Upon the transfer of the Project Bond and upon request of the Executive Officer, the Issuer shall execute in the name of the transferee a new fully registered project Bond, such execution on behalf of the Issuer to be by the Executive Officer and the Fiscal Officer and to bear the seal of the Executive Officer. The Executive Officer and the Issuer may make a charge for every such transfer of the Project Bond sufficient to reimburse them for any tax, fee or other governmental charge required to be paid with respect to such transfer and to reimburse them for all other costs and expenses incurred by them in connection with such transfer, and -8- such charge or charges shall be paid before any such new Project Bond shall be delivered. In the event a Project Bond is mutilated, lost, wrong- fully taken or destroyed, the Issuer shall execute in the name of the registered holder of such mutilated, lost, wrongfully taken or destroyed Project Bond a new fully registered Project Bond of like date and upon like terms as that mutilated, lost, wrongfully taken or destroyed, such execution on behalf of the Issuer to be by the Executive Officer and the Fiscal Officer to bear the seal of the Executive Officer; provided that, in the case of any mutilated project Bond, such mutilated Project Bond shall first be surrendered to the Executive Officer, and in the case of any lost, wrongfully taken or destroyed Project Bond, there shall first be furnished to the Executive Officer and to the Company evidence of such loss, wrongful taking or destruction satisfactory to the Executive Officer and the Authorized Company Representative (as defined in the Agreement), together with indemnity satisfactory to them. The Executive Officer and the Issuer may charge the registered holder of such mutilated, lost, wrongfully taken or destroyed Project Bond with their reasonable fees and expenses in connection with their action taken pursuant to this paragraph. Each new project Bond issued pursuant to this Section 3 shall, subject to the conditions thereof, constitute a con- tractual obligation of the Issuer in substitution for all pre- viously issued Project Bonds and shall be entitled to all of the benefits, and subject to all of the conditions, of the Bond Legislation, the Agreement and all documents given as security for the payment, or otherwise in connection with the issuance, of the Project Bond. Section 4. Security Pledged for Project Bond. As provided herein, the project Bond shall be payable by the Issuer solely from the Pledged Receipts and shall be secured by a pledge of and lien on moneys deposited in the Construction Fund and Bond Fund and a pledge and assignment of other moneys constituting Pledged Receipts, and further secured by the pledge and assign- ment of the Note and the pledge and assignment of the Agreement, and further secured by the Mortgage and the Conditional Assign- ment and other security not provided by the Issuer. Anything in the Bond Legislation, the Project Bond or the Agreement to the contrary notwithstanding, neither the Bond Legislation, nor the Project Bond, nor the Agreement shall constitute a debt or a pledge of the faith and credit of the Issuer or of the State or any political subdivision thereof, and the Bondholder shall not have the right to have taxes levied by the General Assembly of the State or the taxing authority of the Issuer or of any other political subdivision of the State for the payment of the principal of, premium, if any, on or interest on the project Bond, but the Project Bond is payable by the Issuer solely from -9- the Pledged Receipts, and the Project Bond shall contain on the face thereof a statement to that effect; 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 Agreement, this Bond Legislation or the project Bond. Section 5. Sale of Project Bond1 Allocation of Purchase Price. The Executive Officer and Fiscal Officer are hereby authorized and directed to offer for sale the project Bond to the Bondholder at a purchase price equal to the Total Aggregate Disbursements not to exceed $1,310,000 in accordance with the terms and provisions of this Bond Legislation and the Bond Purchase Agreement, and to make the necessary arrangements on behalf of the Issuer with the Bondholder to establish the date, location, procedure and conditions for the delivery of the Project Bond to the Bondholder. The Executive Officer and Fiscal Officer further are hereby authorized and directed to take all steps necessary to effect due delivery of and security for the Project Bond under the terms of this Bond Legislation and the Bond Purchase Agreement, 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 Legisla- tion, are in the best interest of the Issuer and consistent with all legal requirements. The Clerk shall furnish to the Bond- holder true transcripts of 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. There is hereby created by the Issuer and ordered main- tained, as a separate deposit account (except when invested as hereinafter provided) in the custody of the Bond Fund Holder, the Construction Fund which shall be designated "Village of Dublin, Ohio - Conquest/Dublin Limited Partnership Construction Account". The proceeds of the Project Bond shall be deposited in the Construction Fund for disbursement as the Loan to the Company provided for in the Agreement. Moneys in the Construction Fund shall be disbursed by Bond Fund Holder on written order signed by the Authorized Company Representative in accordance with the provisions of the Agreement and as otherwise provided in the Agreement and the Note, and Bond Fund Holder is hereby authorized and directed to issue its check for each disbursement required by the provisions of the Agreement. The moneys to the credit of the Construction Fund, pending application thereof as above set forth, shall be subject to a lien and charge in favor of the Bondholder, but only to the extent of its interest therein. -10- Section 6. Source of Payment - Bond Fund. 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 Bond Fund Holder, the Bond Fund which shall be designated "Village of Dublin, Ohio - Conquest/Dublin Limited Partnership Revenue Bond Account". The Bond Fund (and accounts, if any, therein provided for in the Agreement) and the moneys and investments therein are hereby pledged to and shall be used solely and exclusively for the payment of Bond Service Charges as they fall due at stated maturity, by acceleration or by redemption, all as provided herein and in the Project Bond and the Agreement, provided that no part thereof shall be used to redeem the Project Bond prior to maturity, unless the Company should so direct. The moneys to the credit of the Bond Fund, pending application thereof as set forth below, shall be subject to a lien, charge and security interest in favor of the Bond- holder. 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 Bond Fund Holder 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 Bond Fund Holder shall be deposited into the Bond Fund for the account of the Issuer and shall constitute Loan Payments. The Bondholder shall have the right to be paid, and to require withdrawal, from the Bond Fund any amount or amounts then due and payable upon the Project Bond, and Bond Fund Holder is hereby authorized and directed to issue its check or draft for each of the payments to be made from the Bond Fund; provided, however, that no such withdrawal of any payment of Bond Service Charges shall be made by the Bond Fund Holder prior to the date each Bond Service Charge is to be paid in accordance with the terms of the Project Bond. The Issuer, acting by the Executive Officer, shall take all such actions and sign and deliver all such documents as Bond Fund Holder may from time to time require to provide the appropriate authorization for Bond Fund Holder to make the transfers and payments which it is authorized to make pursuant to this Bond Legislation. There shall be deposited into the Bond Fund (and credited, if required by the Agreement, to appropriate accounts therein), as and when received, (a) all Loan Payments and (b) all other Pledged Receipts, except those amounts required by the Agreement to be deposited in the Construction Fund or any other separate insurance or condemnation proceeds account. The Issuer hereby covenants and agrees that so long as the Project Bond is outstanding the Issuer will deposit or cause to be deposited in the Bond Fund Pledged Receipts sufficient in -11- 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 the Project Bond is outstanding, the Issuer 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 (as defined in the Agreement), the Issuer shall fully cooperate with the Bondholder to protect fully the rights and security hereunder of the Bondholder. 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. Section 7. Covenants of Issuer. In addition to other covenants of the Issuer in this Bond Legislation contained, the Issuer further covenants and agrees as follows: (a) Payment of Bond Service Charges. The Issuer will, solely from Pledged Receipts, payor cause to be paid the Bond Service Charges on the dates, at the places and in the manner provided herein, in the Project Bond and in the Agreement. (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, in the Agreement, in the Bond Purchase Agreement, in the conditional assignments of the Note and of the Agreement and in the Project Bond executed and delivered hereunder and in all proceedings of the Issuer per- taining to the Project Bond, the Bond Purchase Agreement, the Agreement or the conditional assignments of the Note and of 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 Bond Purchase Agreement, the Agreement and the con- ditional assignments of the Note and of the Agreement, to provide the security for payment of the Bond Service Charges in the man- ner and to the extent herein and in the Bond Purchase Agreement set forth; and that all actions on the Issuer's part for the issuance of the Project Bond and execution and delivery of the Bond Purchase Agreement, the Agreement, the Project Bond and conditional assignments of the Note and of the Agreement have been or will be duly and effectively taken; and that the Project Bond in the hands of the Bondholder will be a valid and enforce- able special obligation of the Issuer according to the terms thereof. Each provision of the Bond Legislation, Bond Purchase Agreement, Agreement, Project Bond and the conditional assign- ments of the Note and of the Agreement 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 -12- such proceedings for the Project Bond is established as a duty of the Issuer and of each such officer having authority to perform such duty, specifically enjoined by law and resulting from an office, trust, or station within the meaning of Section 2731.01 of the Ohio Revised Code, providing for enforcement by writ of mandamus. (c) Pledged Receipts. Except as otherwise provided in the Bond Legislation, Bond Purchase Agreement, Agreement, Project Bond and conditional assignments of the Note and of the Agree- ment, the Issuer will not create or suffer to be created any debt, lien or charge thereon, or make any pledge or assignment of or create any lien or encumbrance upon the Pledged Receipts, including the moneys in the Bond Fund and Construction Fund, other than the pledge and assignment thereof under the Bond Legislation, Bond Purchase Agreement, Agreement and conditional assignments of the Note and of the Agreement. (d) Recordings and Filings. The Issuer, at the expense of the Company, will cause (to the extent required by the laws of the State to perfect such instruments and/or the liens created thereby) all necessary financing statements, amendments thereto, continuation statements and instruments of similar character relating to the pledges and assignments made by it to secure the Project Bond, to be recorded and filed in such manner and in such places and to the extent required by law in order to fully preserve and protect the security of the Bondholder. (e) Inspection of Project Books. All books and docu- ments in the Issuer's possession relating to the Project or the Pledged Receipts shall at all times be open to inspection by such accountants or other agents of the Bondholder as the Bondholder may from time to time designate. (f) Rights under Agreement. The Bondholder, in its name or in the name of the Issuer, may, for and on behalf of the Issuer and itself, enforce all rights of the Issuer and all obli- gations of the Company under and pursuant to the Agreement, the Note, the Bond Purchase Agreement, the Mortgage, the Conditional Assignment and all other instruments given by the Issuer and the Company to secure payment of the Project Bond whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. (g) Maintenance of Agreement. The Issuer shall do all things and take all actions on its part necessary to comply with the obligations, duties and responsibilities on the part of the Issuer under the Agreement, and will take all actions within its authority to maintain the Agreement in effect in accordance with the terms thereof and to enforce and protect the rights of the Issuer thereunder, including actions at law and in equity, as may be appropriate. -13- (h) 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 Bondholder, so that it will not constitute an arbitrage bond under Section 103(c) of the Internal Revenue Code. The Fiscal Officer, or any other officer having responsi- bility with respect to the issue of the Project Bond is author- ized and directed, alone or in conjunction with any other officer, employee, consultant or agent of the Issuer, or the Company, and upon receipt 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 8. Investment of Bond Fund and Construction Fund. Moneys in the Bond Fund and the Construction Fund shall be invested and reinvested by Bond Fund Holder in any Eligible Investments, in accordance with and subject to any orders of the Authorized Company Representative with respect thereto, which orders may be initially oral or written, but if oral, shall be promptly confirmed in writing, provided that investment of moneys in the Bond Fund shall mature or be redeemable at the option of the Bond Fund Holder at the times and in the amounts necessary to provide moneys to pay Bond Service Charges as they fall due at stated maturity or by redemption, and that each investment of moneys in the Construction Fund shall in any event mature or be redeemable at the option of the Bond Fund Holder at such time as may be necessary to make timely disbursements from the Construc- tion Fund. Subject to any such orders with respect thereto, the Bond Fund Holder may from time to time sell such investments and reinvest the proceeds there form in Eligible Investments maturing or redeemable as aforesaid. Any such investments may be purchased from the Bond Fund Holder and the Bondholder. The Bond Fund Holder shall sell or redeem investments standing to the credit of the Bond Fund to produce sufficient moneys hereunder at the times required for the purpose of paying Bond Service Charges when due as aforesaid, and shall do so without necessity for any order on behalf of the Issuer and without restriction by reason of any such order. An investment made from moneys credited to the Bond Fund or the Construction Fund shall constitute part of that respective Fund and such respective Fund shall be credited with all proceeds of sale and income from such investment, and any loss resulting from such investment shall be charged to the respective Fund. For purposes of this Bond Legislation, such investments shall be valued at face amount or market value, whichever is less. -14- Section 9. Bond Purchase Agreement, Agreement and Conditional Assi~nments. In order to better secure the payment of the Bond SerVlce Charges as the same shall become due and payable and to provide more particularly for the sale of and payment for the project Bond, the Executive Officer and the Fiscal Officer are each hereby authorized and directed to execute and deliver the Bond Purchase Agreement, the Agreement and the conditional assignments of the Note and of the Agreement in substantially the forms submitted to the Issuer, which instruments are hereby approved, with such changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by the Act and approved by the officers executing the same. The approval of such changes by said officers, and the fact that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Bond Purchase Agreement, the Agreement and the conditional assignments of the Note and of the Agreement by such officers. Such officers are further authorized and directed to endorse and deliver the Note to the Bondholder; provided, however, that such endorsement shall (a) be made only in connection with the transfer to the Bondholder of the security interest in the Note granted under the aforesaid conditional assignment of the Note, (b) be subject to the conditions of said conditional assignment and (c) give to the Bondholder no right, except as provided in said conditional assignment, to receive payments to be made upon the Note. Section 10. Other Documents. The Executive Officer and the Fiscal Officer are each hereby further authorized and directed to execute financing statements, other assignments and any other instruments as are, in the opinion of the Legal Officer and bond counsel to Issuer, necessary to perfect the pledges set forth herein and to consummate the transactions provided for in the Bond Purchase Agreement and Agreement, including, but not limited to, Form 8038 to be filed by the Issuer with the Internal Revenue Service and a Notice of Issuance to be filed with the Ohio Department of Development under Executive Order No. 84-64. Section 11. Compliance with Section 121.22, Ohio Revised Code. It is hereby found and determined that all formal actions of the Legislative Authority concerning and relating to the passage of this Bond Legislation were taken in an open meeting of the Legislative Authority, and that all deliberations of the Legislative Authority and of any of its committees, if any, that resulted in such formal action, were taken in meetings open to the public, in full compliance with applicable legal requirements, including Section 121.22 of the Ohio Revised Code. Section 12. Prevailing Rates of Wages. All 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 -15- . 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 Borrowers or other non-public user beneficiary of the Project undertake, as part of the Project, construction to be performed by their regular collective bargaining unit employees who are covered under a collective bargaining agreement which was in existence prior to the date of the commitment instrument undertaking to issue the Project Bond, then, in that event, the rate of pay provided under the collective bargaining agreement may be paid to such employees. Section 13. Federal Tax Election. This Legislative Authority hereby elects to have the limitation on capital expenditures specified in Section 103(b) (6) (D) of the Internal Revenue Code applied to the Project Bond, and the execution and filing with the Internal Revenue Service of a statement regarding such election, as provided by the rules and regulations of the Internal Revenue Service, by any member of the Legislative Authority is hereby authorized, approved, ratified and affirmed. Section 14. Emergency - Effective Date. This Bond Legislation is hereby declared to be an emergency measure, the immediate passage of which is necessary for the preservation of the public peace, health and safety and for the further reason that 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 this 7.cA day of Oct Attest: /7 - ~L141f/~~' l~~J I hereby certify that copies of this Ordinance/Resolution Cl rk 0 ill ge Council were posted in the Village of Dublin in accordance with Section 731.25 of the Ohio Revised Code. Approved as to form: ~ J~~- t{~ ~I::- <.~;:.. Clerk of Council Director of Law -16- I, Frances M. Urban, Clerk of the Village Council of the Village of Dublin, Ohio, do hereby certify that the foregoing is a true and correct copy of the original ordinance as passed by the Village Council of the Village of Dublin, Ohio on October 7~ , 1985. , ~ - t{-~ Frances M. u~n Clerk of Village Council Dated: October L, 1985 -17- EXHIBIT A UNITED STATES OF AMERICA STATE OF OHIO VILLAGE OF DUBLIN INDUSTRIAL DEVELOPMENT REVENUE BOND (CONQUEST/DUBLIN LIMITED PARTNERSHIP PROJECT) No. R-l $1,310,000 (Maximum Principal Amount) The VILLAGE OF DUBLIN, OHIO (hereinafter called the "Issuer"), a political subdivision organized and existing under and by virtue of the laws of the State of Ohio, for value received, promises to pay to Bank One, Columous, N.A., or registered assigns, but solely from the sources and in the manner hereinafter set forth, the principal sum of ONE MILLION THREE HUNDRED TEN THOUSAND DOLLARS ($1,310,000) or, if less, the Total Aggregate Disbursements (as hereinafter defined) in consecutive monthly installments payable on the first day of each and every month, commencing on the first day of the first full calendar month after (a) the month in which Substantial Completion of the Project (as hereinafter defined) occurs or (b) August, 1986, whichever of (a) or (b) shall first occur, in the respective amounts set forth in Schedule I, attached hereto, made a part hereof and incorporated herein by reference, until said principal amount is paid in full. The Bondholder (as hereinafter defined) is hereby authorized, and .by its acceptance hereof hereby agrees, to enter on Schedule I hereto the first to occur of the months described in clauses (a) and (b) of the immediately preceding sentence. As used herein, "Total Aggregate Disbursements" means the total amount of payments made by the Bondholder for the principal of the Project Bond, as shown on the Disbursement Schedule attached hereto as Schedule II. As used herein, "Substantial Completion of the Project" shall be deemed to have occurred at such time as (1) the Company (as hereinafter defined) shall have delivered to the registered holder of the Project Bond (the Project Bond being hereinafter defined, and the registered holder thereof being herein called the "Bondholder") and the Issuer a copy of the temporary or permanent certificate of occupancy for the shell of the Project (as hereinafter defined) from the Issuer ( if the Issuer does not then issue certificates of occupancy, no certificate of occupancy shall be required) and a Certificate of Substantial Completion with respect to the Project on AlA Document G704 signed by the Project architect, and (2) the Bondholder shall have delivered to the Issuer and the Company its written acknowledgment that all construction work on the Project, -.~.._---_.- ---------- ____ ___0..- "___ .__. except tenant finish work and punchlist items, the cost of which punchlist items (exclusive of landscaping and underground irrigation) shall not exceed Ten Thousand Dollars ($10,000), has been completed. The Issuer further promises to pay from said sources interest on the unpaid balance of such principal amount from the date hereof at the rate or rates per annum determined as hereinafter provided and computed for the actual number of days elapsed on the basis of a year of 360 days, due and payable in consecutive monthly installments in arrears on the first day of each and every month, commencing on November 1, 1985 and continuing thereafter until the aforesaid principal amount is paid in full; provided, however, that on October 1, 1995, the entire unpaid principal balance hereof plus all unpaid interest accrued thereon shall be paid in full. The interest rate or rates on the principal balance hereof shall be determined in accordance with the following: Unless the Optional Rate (as hereinafter defined) has been established in accordance with the provisions of the project Bond, the interest rate shall be a variable rate per annum (the "Tax- Free Interest Rate") determined in accordance with the following formula: P[1.218 - F(l-E)] Where: P = the product of the Prime Rate (as hereinafter defined), expressed as a decimal fraction, multiplied by 100; F = the maximum marginal federal income tax rate applicable to Bank One, Columbus, N.A., as set forth in Section 11 of the Internal Revenue Code of 1954, as amended (the "Code"), expressed as a decimal fraction; and E = the reduction factor for certain finan- cial institutions preference items, as set forth in Section 29l(a) (3) of the Code or any successor section of the Code, expressed as a decimal fraction; with each change in P, F or E automatically and immediately, without notice, resulting in a change in the Tax-Free Interest Rate. As used herein, the term "Prime Rate" shall mean the rate of interest, expressed as a percent per annum, established and -2- stated from time to time by Bank One, Columbus, N.A. , as its prime rate of interest, and each change in said prime rate of interest shall, without notice, automatically and immediately change the Prime Rate. Upon the making of an Election (as hereinafter defined), the rate of interest on the principal balance hereof, from the effective date of the Election through the date on which the entire principal balance hereof is paid, shall be the fixed rate per annum (the "Optional Rate") calculated in accordance with the following formula: 11 + P[0.368 - F(l-E)] WHERE: F, E and P have the respective meanings hereinbefore set forth, all determined as of the effective date of the Election. As used herein, "Election" means the election by the Company to have the principal balance hereof bear interest at the Optional Rate, which election may be made only by the Company's giving written notice thereof to the Issuer and the Bondholder in the manner then provided for notices to be given to the Issuer and the Bondholder in accordance with the Loan Agreement (as hereinafter defined). The Election shall be effective as of the date on which such notices are deemed to have been given to the Issuer and the Bondholder in accordance with the Loan Agreement; provided, however, that the Election shall not be effective unless (1) the Election is made at a time as of which "The Bond Buyer 25 Revenue Bond Index" measuring the average yield of 25 selected 30-year revenue bonds (the "Index") is less than 10.15% per annum, (2) the Election becomes effective on or before the (5th) Banking Day (as hereinafter defined) after the effective date of the Index to which the same relates, and (3) the Election is accompanied by an opinion of a nationally recognized bond counsel acceptable to the Bondholder to the effect that conversion to the Optional Rate will not adversely affect the exemption of interest paid hereunder from federal income taxation. As used herein, "Banking Day" means a day of the year, other than a Saturday or a Sunday on which national banks located in the City of Columbus, Ohio are not required or authorized by law to be closed. If a Determination of Taxability (as defined in the Loan Agreement) shall be made or occur, the interest rate on the principal amount outstanding hereunder on -3- and after the Date of Taxabili~y (as defined in the Loan Agreement) shall be changed automatically to a rate per annum (herein called the "Taxable Interest Rate") equal to the sum of the Prime Rate plus one and one-half percent (1.50%) per annum, and the Taxable Interest Rate shall continue for so long as any principal amount remains outstanding hereunder. The Taxable Interest Rate shall be determined initially as of the Date of Taxability. Thereafter, with each change in the Prime Rate, the Taxable Interest Rate shall change automatic- ally and immediately, without notice. If a Determination of Taxability shall be made or occur, the Issuer will pay to the Bondholder or a former Bondholder, immediately on demand by the Bondholder or former Bondholder, moneys in an amount equal to (a) the difference between (i) the amount of interest which would have been received by the Bondholder and any former Bondholder during the Payment Period if interest payable hereon during the Payment Period (as hereinafter defined) had been paid at the Taxable Interest Rate and (ii) the amount of interest theretofore paid to the Bondholder and any former Bondholder during the Payment Period, and (b) all penalties and interest paid or payable by the Bondholder and any former Bondholder as a result of a Deter- mination of Taxability. As used herein, "Payment period" shall mean the period beginning with the Date of Taxability and ending with the Installment Payment Date (as defined in the Bond Legislation hereinafter described) immediately preceding the date of the demand pursuant to the first sentence of this subparagraph. The Issuer shall make the payment to the Bondholder and any former Bondholder required by this subparagraph, notwithstanding that this Project Bond shall have been redeemed or otherwise paid in full prior to a Determination of Taxability but after the Date of Taxability; and, in that event, the ending date of the Payment Period shall be the date of redemption or other payment of this Project Bond in full. If any amount payable in accordance with this Project Bond should not be paid in full on or before the tenth (10th) day after the same is due, then in addition to such amount there shall be due, and the Issuer promises to pay to the Bondholder, a late charge in respect thereof in an amount equal to two percent (2%) of said unpaid amount, the parties agreeing that said charge constitutes fair and reasonable liquidated damages for the accounting and other servicing costs associated with such la~e payment and shall not be deemed a penalty. The principal sum of this Project Bond and interest thereon are payable in lawful money of the United States of America, without deduction for services of the paying agent, by check or draft mailed or delivered to the Bondholder at its principal office by the Bond Fund Holder (as defined in the Loan -4- - - ... - .. -- -_.. --- - . -_. --------_....__..~ --- . Agreement) or its successor, without presentation of this project Bond by the Bondholder to the Bond Fund Holder, except presentation shall be required where a payment or prepayment of principal will discharge all indebtedness of the Issuer evidenced by this Project Bond; provided, however, that the Bondholder and the Bond Fund Holder may, at their option, agree to an alternative method of payment. Except as specifically provided herein to the contrary, all payments hereunder shall be applied first to the payment of interest on the outstanding principal balance and the remainder of said payments shall be credited to reduction of principal. This Project Bond is the duly authorized Industrial Development Revenue Bond (Conquest/Dublin Limited Partnership Project) (the "Project Bond"), issued pursuant to an ordinance passed by the Village Council of the Issuer on October , 1985 (the "Bond Legislation") for the purpose of making a loan to Conquest/Dublin Limited Partnership, an Ohio limited partnership (the "Company"), for costs incurred in acquiring, constructing, improving and equipping real and personal property comprising a commercial facility located within the boundaries of the Issuer (the "Project"), which facility will be leased for use by the lessees. The proceeds of the Project Bond will be loaned to the Company pursuant to a Loan Agreement, dated as of October 1, 1985 (herein, as the same may be amended according to its terms, called the "Loan Agreement", and the loan made pursuant to the Loan Agreement is herein called the "Loan"), duly made and entered into between the' Issuer and the Company in order to promote the economic welfare of the people of the State of Ohio and of the Issuer by creating or preserving jobs and employment opportunities. As provided in the Loan Agreement, the obligation of the Company to repay the Loan is evidenced by the Loan Agreement and by a Promissory Note (herein, as the same may be amended according to its terms, called the "Note") in an amount not to exceed $1,310,000 maximum principal amount, made and executed by the Company and delivered to and payable to the order of the Issuer. Each sum disbursed under the Project Bond shall be disbursed in accordance with the Bond Legislation and the Bond Purchase Agreement (as defined in the Bond Legislation) by the Bondholder's payment of such disbursement at the office of the Bond Fund Holder for deposit into the Construction Fund (as defined in the Bond Legislation) for the account of the Issuer. Contemporaneously with its making each such disbursement, the Bondholder shall, and is hereby authorized to, list and aggregate the same on the Disbursement Schedule attached hereto as Schedule II. Pursuant to the Bond Legislation, which Bond Legisla- tion is on file in the office of the Clerk of the Village Council of the Issuer, and to the Conditional Assignments of the Loan -5- o ._... __~._ ______ _ _ . __ ~ Agreement and the Note, both dated as of October 1, 1985, the Issuer has pledged and assigned the Issuer's right, title and interest in, to and under the Loan Agreement (except certain rights to additional payments, indemnification and attorneys fees) and the Pledged Receipts (as defined in the Loan Agreement), being, generally, the loan payments, premiums and other charges payable to the Issuer by the Company under and pursuant to the Loan Agreement and the Note, to the Bondholder as security for its obligation to pay the principal of and interest and any premium on the Project Bond. Reference is hereby made to the Bond Legislation for a more complete description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer and the Bondholder and the terms and conditions upon which the Project Bond is issued and secured, to all of the provisions of which Bond Legislation the Bondholder, by the acceptance hereof, assents. This Project Bond is issued pursuant to Section 13 of Article VIII of the Constitution of the State of Ohio and to the laws of the State of Ohio, particularly Chapter 165 of the Ohio Revised Code, and the Bond Legislation. This Project Bond is a special obligation of the Issuer, and the principal of and interest and any premium on this Project Bond (hereinafter collectively called the "Bond Service Charges") are payable solely from, and such payment is secured by a pledge of and lien on, the Construction Fund and the Bond Fund established by and as provided in the Bond Legislation and the Pledged Receipts (being, generally, the payments and other amounts payable under the Loan Agreement in repayment of the Loan and the income and profit from the investment of such payments), and are not otherwise an obligation of the Issuer. THIS PROJECT BOND IS NOT SECURED BY ANY OBLIGATION OR PLEDGE OF ANY MONEYS RECEIVED, OR TO BE RECEIVED, FROM TAXATION LEVIED BY THE GENERAL ASSEMBLY OR ANY POLITICAL SUBDIVISION OR TAXING DISTRICT OF THE STATE OF OHIO AND DOES NOT NOW AND SHALL NEVER REPRESENT OR CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER OR OF THE STATE OF OHIO OR ANY POLITICAL SUBDIVISION THEREOF. Payments sufficient for the prompt payment when due of the Bond Service Charges are required by the Loan Agreement to be paid by the Company to the Bond Fund Holder for the account of the Issuer and deposited in a special account created by the Issuer and designated "Village of Dublin, Ohio - Conquest/Dublin Limited Partnership Revenue Bond Account", which has been duly pledged for that purpose. This Project Bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing at the office of the Village Council of the Issuer, upon presentation hereof to the Village Council, all subject to the terms and conditions provided in the Bond LegiSlation. This Project Bond is transferable only in accordance with applicable securities laws and is a negotiable instrument as provided by Section 165.03 of the Ohio Revised Code. -6- Except during any time as of which interest is accruing on the principal balance hereof at the Optional Rate or a default rate based on the Optional Rate, this Project Bond is subject to optional redemption by the Issuer, at the direction of the Company, at any time, in whole or in part, in the event the Company exercises its option to prepay all or any portion of the unpaid principal balance of the Note. In such event, the Project Bond shall be redeemed in whole, or in part in amounts of $5,000 or any integral multiple thereof in the inverse order of maturity of the principal installments, by the Issuer simultaneously with the corresponding prepayment of the Note by the Company, at a redemption price of 100% of the outstanding principal amount hereof plus accrued interest to the date of such redemption on the principal amount so redeemed. At any time as of which interest is accruing on the principal balance hereof at the Optional Rate or a default rate based on the Optional Rate, this Project Bond shall not be subject to optional redemption by the Issuer in part, but shall be subject to optional redemption by the Issue in whole, at the direction of the Company in the event the Company exercises its option to prepay all of the unpaid principal balance of the Note, at a redemption price equal to the sum of: (1) the unredeemed principal balance hereof on the date of the optional redemption (the "Redemption Date"); (2) the unpaid accrued interest hereon to the Redemption Date; and (3 ) an amount equal to the excess (if any) of (a) the present value on the Redemption Date of the interest which would have been paid hereunder from the day after the Redemption Date through the final maturity of this Project Bond if such redemption were not made over (b) the present value on the Redemption Date of the sum of ( i) the interest which would have been paid hereunder during the period described in clause (a) of this subparagraph if such redemption were not made and the principal balance hereof were to bear interest at the same rate as the Index Bond (as hereinafter defined) and (ii) any premium or discount attributable to such Index Bond on the Redemption Date. "Index Bond" means a municipal bond, selected by the Bondholder, which bears a fixed rate of interest, is rated Aaa by Moody's Investor Services, I nc . , a Delaware corporation (or its successor), and matures on a date which is not more than ninety (90) days before or after the weighted average maturity date of principal installments which would be payable hereunder after the Redemption Date if this Project Bond were not so redeemed. . -7- Present value shall be determined in clauses (a) and' (b) of subparagraph (3) of this paragraph using a rate equal to the yield to maturity effective rate then earned on such Index Bond. After October 1, 1990 if a Determination of Taxability shall have been made or occurred (whether the same occurs before or after October 1, 1990), this Project Bond shall be subject to redemption in whole at the option of the Bondholder, at a redemption price of 100% of the outstanding principal amount hereof plus unpaid accrued interest to the date of such redemption, on the first day of the third full calendar month next following the giving of written notice of redemption to the Issuer and the Company by the Bondholder. . This Project Bond is subject to mandatory redemption by the Issuer at any time prior to final stated maturity in whole at a redemption price of 100% of the outstanding principal amount hereof plus unpaid accrued interest to the redemption date if and when the Loan Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement by reason of any changes in the Constitution of the State of Ohio 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 adminis- trative 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 obligations evidenced thereby are no longer enforceable by the Bondholder. Any such redemption shall be made on a date selected by the Company but not more than ninety (90) days following the effective date of any such constitutional amendment, legislation, administrative action or final decree, judgment or order, provided that the date so selected by the Company shall be the same date as that selected by the Company for the corresponding prepayment of the Note. If at any time the Bond Fund Holder shall hold funds in a separate account in the Bond Fund pursuant to Section 4.2, 5.2 or 5.6 of the Loan Agreement, there shall be an immediate manda- tory redemption of this Project Bond by the Issuer in the inverse order of maturity of the principal installments at a redemption price of 100% of the outstanding principal amount thereof to such an extent as to exhaust such funds in said separate account. If such redemption should be a redemption of the entire principal balance hereof, then all unpaid accrued interest to the date of such redemption shall be paid on such date. As provided in the Bond Legislation, the Bondholder is entitled to enforce the provisions of the Mortgage (as defined in the Loan Agreement) and to institute, appear in or defend any suit, action or proceeding to enforce any provisions of the Loan Agreement and the Bond Legislation and to take any action with -8- respect to any Event of Default (as defined in the Loan Agree- ment). If (I) any payment to be made under this Project Bond should not be made on the date provided for such payment to be made hereunder and should remain unpaid for a period of five (5) days thereafter or (II) any other Event of Default should occur, then for so long thereafter as such Event of Default shall continue uncured, the Bondholder may, at its option, do either one or both of the following: (1) declare, by giving notice to the Company and the Issuer in accordance with the provisions of the Loan Agreement, the unpaid principal balance from time to time outstanding to bear interest at a rate which shall be the sum of the rate of interest otherwise then payable hereunder plus two percent (2%) per annum from the date on which such Event of Default shall have first occurred through the date on which such Event of Default shall have been cured, and (2) declare, in accordance with the provisions of the Loan Agreement, the entire unpaid principal sum herein agreed to be paid, together with any interest accrued thereon but not theretofore' paid, to be immedi- ately due and payable and to thereafter bear interest at a rate determined in the same manner as provided for in the immediately preceding clause (1); provided, however, that: (A) If the Bondholder shall have proceeded to enforce any right hereunder or under any instrument securing payment, or otherwise executed in connec- tion with the issuance, of this Project Bond and such proceeding shall have been discontinued or abandoned for any reason or shall have been deter- mined adversely, then and in every such event the Issuer and the Bondholder shall be reinstated to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Bondholder shall continue unimpaired as before; (B) At any time, the Bondholder may, in its discretion, waive its rights hereunder with respect to any Event of Default, provided that no such waiver shall apply to any other Event of Default whether prior or subsequent thereto; and (e) At any time, the Bondholder may, in its discretion, rescind any dec~aration that this Project Bond be immediately due and payable, whereupon the Issuer and the Bondholder shall be reinstated to their former positions and rights hereunder, respec- tively, and all rights, remedies and powers of the Bondholder shall continue unimpaired as before, provided that no such rescission shall apply to any other declaration, whether prior or subsequent thereto. -9- -. -.- ._,- - - ..------ .-- -----~------_._---------_.._-- ----------+.------.------- --'--" This Project Bond shall not constitute the personal obligation, either jointly or severally, of the members of the Council of the Issuer or the officers, officials or employees of the Issuer. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things necessary to be done or performed by the Issuer or to have happened precedent to and in the issuing of this Project Bond in order to make it a legal, valid and binding special obligation of the Issuer in accordance with its terms, and precedent to and in the execution and delivery of the Agree- ment, have been done and performed and have happened in regular and due form as required by law7 that the Issuer has, in its behalf, received payment in full for this Project Bond; and that this Project Bond does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the Village of Dublin in the County of Franklin, the State of Ohio, has caused this Project Bond to be executed in the name of the Issuer by the manual signatures of its Village Manager and its Finance Director and the seal of its Village Council to be affixed hereto effective as of October ___, 1985. VILLAGE OF DUBLIN, OHIO By dtf~ 4;;~ Cify M nager B~^'-l.\;"h . ~ ~H..nk.'~ Dire tor of Fi a ce ~ [SEAL] -10- --- ----_.. . ___ _ _ . n _ _. ______.__ 0- ___ SCHEDULE I Month Number Following (a) the month in which Substantial Completion of the Project occurs or (b) August, 1986, whichever first occurs Principal Payment 1 $ 831.15 2 838.77 3 846.45 4 854.21 5 862.04 6 869.95 7 877.92 8 885.97 9 894.09 10 902.29 11 910.56 12 918.90 / 13 927.33 14 935.83 15 944.41 16 953.06 17 961.80 18 970.62 19 979.51 20 988.49 21 997.55 22 1006.70 23 1015.92 24 1025.24 25 1034.64 26 1044.12 27 1053.69 28 1063.35 29 1073.10 30 1082.93 31 1092.86 32 1102.88 33 1112.99 34 1123.19 35 1133.49 36 1143.88 37 1154.36 38 1164.94 39 1175.62 40 1186.40 41 1197.27 ,.- -------~- -- --. -- -- - _. -- -~. -----.- - .---- 42 1208.25 43 1219.32 44 1230.50 45 1241.78 46 1253.16 47 1264.65 48 1276.24 49 1287.94 50 1299.75 51 1311.66 52 1323.69 53 1335.82 54 1348.07 55 1360.42 56 1372.89 57 1385.48 58 1398.18 59 1411.00 60 1423.93 61 1436.98 62 1450.15 63 1463.45 64 1476.86 65 1490.40 66 1504.06 67 1517.85 68 1531.76 69 1545.80 70 1559.97 71 1574.27 72 1588.71 73 1603.27 74 1617.97 75 1632.80 76 1647.76 77 1662.87 78 1678.11 79 1693.49 80 1709.02 81 1724.68 82 1740.49 83 1756.45 84 1772.55 85 1788.80 86 1805.19 87 1821.74 88 1838.44 89 1855.29 90 1872.30 91 1889.46 92 1906.78 93 1924.26 -2- .- - ~ -..- - - -'. -. -, --~._. _.--"---~ - -- -- ------------.. -.-- ---- .----- - ...- --'- _.- 94 1941. 90 95 1959.70 96 1977.67 97 1995.79 98 2014.09 99 2032.55 100 2051.18 101 2069.99 102 2088.96 103 2108.11 104 2127.43 105 2146.94 106 2166.62 107 2186.48 108 2206.52 109 2226.75 110 2247.16 111 2267.76 112 2288.54 113 2309.52 114 2330.69 115 2352.06 116 2373.62 117 2395.38 118 2417.33 119 2439.49 120 2461. 85 Date on which first monthly installment of principal is due and payable: -3- SCHEDULE II DISBURSEt~NT SCHEDULE for Project Bond (Total Aggregate Disbursements ~ to Exceed $1,310,000) Cumulative Aggregate Disbursement Amount Date Disbursements to Date ---------.-. .--- -~ - -----~_.- ._---- --------- -- --, ----- . -- - -- --- ..-