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75-85 Ordinance December ~, 1985 Ordinance No. 75=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 Amorose Mr. James E. Lewis Mr. Michael Close Ms. Barbara Maurer Mrs. Catherin Headlee Mr. Daniel Sutphen Mr. L. E. Thornton Mr. Close offered the following ordinance and moved the adoption of the same, which was duly seconded by Ms. Maurer . ORDINANCE NO.75-85 AN ORDINANCE AUTHORIZING THE ISSUANCE OF AN INDUSTRIAL DEVELOPMENT REVENUE BOND (METRO MEDICAL PARK LIMITED PARTNERSHIP I PROJECT) OF THE VILLAGE OF DUBLIN, OHIO IN THE PRINCIPAL AMOUNT OF $2,100,000, IN ORDER TO ASSIST METRO MEDICAL PARK LIMITED PARTNERSHIP I 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 METRO MEDICAL PARK LIMITED PARTNERSHIP I 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 l65.0l(I) 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, Metro Medical Park Limited Partnership I, an Ohio limited partnership, (hereinafter called the "Company") with an office at c/o Ann M. Rogers, 2935 Kenny Road, Columbus, Ohio 43221, 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, to the extent permitted by Chapter 165 of the Ohio Revised Code; and WHEREAS, on September 16, 1985, this Legislative Authority passed an ordinance authorizing an agreement, which was entered into, with Ann M. Rogers, M.D., in which the Issuer agreed to issue the Project Bond and authorized Ann M. Rogers to commence the acquisition, construction, improvement and equipping of the Project; and, in accordance with the terms of said agreement, Ann M. Rogers has assigned her 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 original principal amount of $2,100,000, NOW, THEREFORE, BE IT ORDAINED by the Village Council of the Village of Dublin, Counties of Franklin and Delaware 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 Legislation shall have the following meanings, unless the context or use clearly indicates another or different meaning or inte~t: -2- "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 December I, 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 - Metro Medical Park Limited Partnership I 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 desig- nated 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 December I, 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. "Bond Year" means "Bond year" as defined in Section lO3(c)(6) of the Internal Revenue Code. "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 su~h office in such event. "Conditional Assignment" means the Conditional Assign- ment of Leases, Rents, Issues and Profits, dated as of December 1, 1985, made by the Company 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 - Metro Medical Park Limited Partnership I Construction Account" created by Section 5 hereof. "Date of Taxability" means the date as of which all or any part of the interest on the Project Bond is first required to -3- 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 memo- randum 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 s~anding on the subject of municipal bonds selected by the Bondholder and approved by the Company (which approval shall not be unreasonably wi thheld) , 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 Bond- holder 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-I 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. "Excess Earnings" means an amount equal to the sum of (i) plus (ii) where: (i) is the excess of (a) the aggregate amount earned from the date of original delivery of the Project Bond on all nonpurpose obligations in which gross proceeds of the Project Bond are invested (other than investments attributable to an excess described in this clause (i) ), over -4- (b) the amount that would have been earned if such nonpurpose obligations (other than amounts attributable to an excess described in this clause (i) ) were invested at a rate equal to the yield on the Project Bond; and (ii) is any income attributable to the excess described in clause ( i ) . The sum 0 f (i) plus (ii) shall be determined in accord- ance with Sections 103(c)(6)(D) and 103(c)(6)(F) of the Internal Revenue Code. As used herein, the terms "gross proceeds", "nonpurpose obligations" and "yield" have the meanings assigned to them for purposes of Section 103(c)(6) of the Internal Revenue Code. "Executive Officer" means the City Manager of the Issuer, or in the event of the death, disability, or absence of such person, the person duly authorized and legally empowered to perform the duties of such office in such event. "Fiscal Officer" means the Director of Finance of the Issuer, or in the event of the death, disability, or absence of such person, the person duly authorized and legally empowered to perform the duties of such office in such event. "Installment Payment Date" means each date on which a payment of principal, interest or both is due on the Project Bond. "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 Bondholder. "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 to the Bondholder, dated as of December 1, 1985, as the same may from time to time be amended, modified or supplemented in accordance with its terms. -5- "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 equip- ment to be utilized in connection therewith, as more fully described in Exhibit B attached to the Agreement, acquired, constructed, improved and equipped by the Company and located on the Proj~ct Premises. "Project Bond" means the Bond authorized in Section 3 hereof and designated "Village of Dublin, Ohio Industrial Develop- ment Revenue Bond (Metro Medical Park Limited Partnership I Project)", issued by the Issuer pursuant to this Bond Legislation in the original principal amount of $2,100,000. "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. "Rebate Fund" means the "Village of Dublin, Ohio - Metro Medical Park Limited Partnership I Rebate Account" created by subsection 7(i) hereof. "State" means the State of Ohio. "Termination Date" means December I, 2010, subject to earlier termination as provided in the Agreement or herein. Any reference herein to the Issuer, to the Legislative Authority, or to any officers thereof, shall include any entity -6- . 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 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. Section 2. Determinations of the Legislative Authority. The Legislative Authority hereby determines that 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 th~ 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 (Metro Medical Park Limited Partnership I Project)". 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 -7- 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 the principal amount of Two Million One Hundred Thousand Dollars ($2,100,000), numbered R-l 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 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 amount 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 -8- 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 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 and 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 -9- Pledged Receipts, and further secured by the pledge and assign- ment of the Note and the pledge and assignment of the Agreement (except the rights thereunder of the Issuer to receive certain additional payments, indemnification and attorneys fees and to consent to amendments), and further secured by the Mortgage and the Conditional Assignment 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 con- stitute 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 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 law- fully 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 Bond; 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 100% of the principal amount thereof in accordance with the terms and provi- sions 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 Bond- holder. The Executive Officer and Fiscal Officer, and each of them, 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, -10- Ohio - Metro Medical Park Limited Partnership I 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 (as defined in the Agreement) 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. 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 - Metro Medical Park Limited Partnership I 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 and charge in favor of the Bondholder. 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 or to other- wise make such payment as agreed with the Bondholder; 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 -11- 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 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 -12- 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 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 reasonable times be open to inspec- tion by such accountants or other agents of the Bondholder as the Bondholder may from time to time designate. -13- (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. (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 lO3(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, partner, 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. (i) Rebate 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 the Bond Fund Holder, the Rebate Fund which shall be designated "Village of Dublin, Ohio - Metro Medical Park Limited Partnership I Rebate Account". The Rebate Fund and any money in the Rebate Fund, including any investment earnings thereon, shall not be pledged to or used for the payment of Bond Service Charges. The moneys to the credit of the Rebate Fund, including any investment earnings thereon, shall not be subject to a lien or charge in favor of the Bondholder. Moneys in the Rebate Fund, including any investment earnings thereon, shall be disbursed by the Bond Fund Holder in accordance with the provisions of the -14- Agreement, and the Bond Fund Holder is hereby authorized and directed to issue its check, upon written direction from the Authorized Company Representative (as defined in the Agreement), for each disbursement from the Rebate Fund required by the provisions of the Agreement and this subsection 7(i). The Company shall calculate, or shall engage an independent certified public accounting firm to calculate, within five days after the end of each Bond Year and within five days after the payment in full of the Project Bond, the amount of Excess Earnings as of the end of that Bond Year or the date of such payment in full. Upon reasonable notice, the Bond Fund Holder shall provide such information as the Company or said accounting firm may reasonably require concerning the earnings from investments in the Bond Fund, the Rebate Fund and the Construction Fund. If the amount then on deposit in the Rebate Fund is in excess of the Excess Earnings, the Bond Fund Holder shall, upon written request from the Authorized Company Representative, pay that excess amount to the Company. If the amount then on deposit in the Rebate Fund is less than the Excess Earnings (less the amount of Excess Earnings, if any, previously paid to the United States pursuant to this subsection), the Company shall, forthwith upon completion of the calculation thereof, pay to the Bond Fund Holder for deposit in the Rebate Fund an amount sufficient to cause the Rebate Fund to contain an amount equal to the Excess Earnings (less the amount of Excess Earnings, if any, previously paid to the United States pursuant to this subsection). Within 30 days after the end of the fifth Bond Year and every fifth Bond Year thereafter, the Company, acting on behalf of the Issuer, shall pay to the United States in accordance with Section 103(c)(6)(D) of the Internal Revenue Code from the moneys then on deposit in the Rebate Fund an amount equal to 90% (or such greater percentage not in excess of 100% as the Company may determine) of the Excess Earnings earned from the date of the original delivery of the Project Bond through the end of such fifth Bond Year (less the amount of Excess Earnings, if any, previously paid to the United States pursuant to this subsection). Within 30 days after the payment in full of the Project Bond, the Company, acting on behalf of the Issuer, shall pay to the United States in accordance with Section 103(c)(6)(D) and (E) of the Internal Revenue Code from the moneys then on deposit in the Rebate Fund, an amount equal to 100% of the Excess Earnings earned from the date of the original delivery of the Project Bond through the date of such payment in full (less the amount of Excess Earnings, if any, previously paid to the United States pursuant to this subsection), and any moneys remaining in the Rebate Fund following such payment shall be paid to the Company upon written request from the Authorized Company Representative. All computations of Excess Earnings pursuant to this subsection 7(i) shall treat the amount or amounts, if any, previously paid to the United States pursuant to this subsection 7(i) as amounts on deposit in the Rebate Fund. The Bond Fund Holder shall be entitled to rely on the calculations made pursuant to this subsection 7(i) and shall not be -15- . responsible for any loss or damage resulting from any action taken or omitted to be taken in reliance upon those calculations. The Bond Fund Holder shall obtain and keep such records of the computations made pursuant to this subsection 7(i) as are required under Section 103(c)(6) of the Internal Revenue Code. If all the gross proceeds of the Project Bond are expended for the governmental purpose for which the Project Bond was issued within six months of the date of issuance, within the meaning of Section 103(c)(6) of the Internal Revenue Code, and it is not anticipated that any other gross proceeds will arise during the remainder of the term of the Project Bond, the provisions of this subsection 7(i) shall not be effective, except to the extent of any gross proceeds that actually become available more than six months after the date of issuance of the Project Bond. Each payment of an installment of Excess Earnings shall be accompanied by a copy of the Form 8038 filed with respect to the Project Bond. Section 8. Investment of Bond Fund, Rebate Fund and Construction Fund. Moneys in the Bond Fund, the Rebate 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, that each investment of moneys in the Rebate 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 installments of Excess Earnings when the same are required to be paid, 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 Construction 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 therefrom in Eligible Investments maturing or redeemable as aforesaid. Any such investments may be pur- chased 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. The Bond Fund Holder shall sell or redeem -16- investments standing to the credit of the Rebate Fund to produce sufficient moneys hereunder at the times required for the purpose of paying installments of Excess Earnings when the same are required to be paid, 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, the Rebate 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. Section 9. Bond Purchase Agreement, Agreement and Conditional Assignments. In order to better secure the payment of the Bond Service 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 instru- ments 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, how- ever, that such endorsement shall (a) be made only in connection with the pledge and assignment of the Note to the Bondholder made 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. -17- 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 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 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 or the Executive Officer is hereby authorized, approved, ratified and affirmed. Section 14. Emergency - Effective Date. This Borid Legislation is hereby declared to be an emergency measure, the immediate passage of which is necessary for the preservation of the public peace, health, safety and welfare 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, -18- I this Bond Legislation shall take effect and be in force immedi- ately upon its passage. Passed by Council this I~ day of Dece /" Attest: JAa...a~ ';1~. ~~/ Clerk of Vill ge uncil Approved as to form, ___~ ;;:;r:-y-G;;/ ~ Director of Law 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 December , - 1985. JA.~k?'-??t: ~-, / FP8.nces M. Ur an .....- Clerk of Village Council Dated: December -L.!e, 1985 I hereby certify that copies of this Ordinarce/Resolution were po::;tcd in th2 Vi:l::.-: of ["'il :'1 ~;;CC;LJnCe with Section 731.25 cf the Ui:iJ Ev;;s:i CJ~::, ~--n;, 't{~ Clerk of Council -19- Excerpt from minutes of Dublin Village Council Meeting of December 16, 1985 Regarding Ordinance No. 75-85. Mr. Close moved to accept the amendments as recommended by Dublin's bond counsel. Ms. Maurer seconded the motion. The vote was unanimous in favor. The vote on the ordinance was 7-0 in favor. I