79-85 Ordinance
December 16, 1985 ORDIN11NCE NO. 79-85
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 pres-
ent:
Mr. David Amorose Mr. James E. Lewis
Mr. Michael Close Ms. Barbara Maurer
Mrs. Catherin Headlee Mr. Daniel Sutphen
Mr. L. E. Thornton
Ms. Maurer offered the following ordi-
nance and moved the adoption of the same, which was duly
seconded by Mr. Sutphen .
ORDINANCE NO. 79-85
AN ORDINANCE AUTHORIZING THE ISSUANCE OF A
$4,500,000 INDUSTRIAL DEVELOPMENT FIRST MORT-
GAGE REVENUE BOND (DISCOVERY SYSTEMS PROJECT)
OF THE VILLAGE OF DUBLIN, OHIO, IN ORDER TO
ASSIST JEFFREY M. WILKINS IN THE FINANCING OF
COSTS OF ACQUIRING, CONSTRUCTING, IMPROVING
AND EQUIPPING AN INDUSTRIAL AND COMMERCIAL
FACILITY AND CERTAIN EQUIPMENT TO BE UTILIZED
IN CONNECTION THEREWITH; PROVIDING FOR THE
PLEDGE OF REVENUES FOR THE PAYMENT OF SAID
BOND: AUTHORI ZING A LOAN AGREEMENT WITH RE-
SPECT TO THE PROCEEDS DERIVED FROM THE SALE
OF SAID BOND; AUTHORIZING ASSIGNMENTS OF THE
VILLAGE'S INTEREST IN SAID LOAN AGREEMENT AND
THE NOTE FROM JEFFREY M. WILKINS MADE AND
DELIVERED PURSUANT TO SAID LOAN AGREEMENT;
AUTHORIZING A BOND PURCHASE AGREEMENT; DE-
CLARING AN EMERGENCY; AND FOR RELATED PUR-
POSES.
WHEREAS, the Village of Dublin, Ohio (hereinafter
called the "Issuer"), a municipal corporation and political
subdivision duly organized and validly existing under the Con-
stitution and laws of the State of Ohio (hereinafter called the
"State"), is by virtue of the laws of said State, including,
without limitation, 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 bounda-
ries of the Issuer, (b) to enter into a loan agreement with the
owner of such facilities providing 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
adopt this Bond Legislation and enter into the Agreement (as
hereinafter defined) and Bond Purchase Agreement (as herein-
after defined) upon the terms and conditions provided therein;
and
WHEREAS, Jeffrey M. Wilkins, an individual residing
at 2481 Stonehaven Place, Columbus, Ohio 43220, will be the
owner of the Project (as hereinafter defined), comprising an
industrial and commercial facility, and certain equipment to be
utilized in connection therewith, located within the boundaries
of the Issuer, to be leased to The Wilkins Company, an Ohio
corporation doing business as Discovery Systems (hereinafter
called the "Company") for use by the Company in its laser opti-
cal disc services business, and for related purposes as may be
permitted under Chapter 165, Ohio Revised Code: 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 the original principal amount of
$4,500,000;
NOW, THEREFORE, BE IT ORDAINED by the Village Council
of the Village of Dublin, Ohio:
Section 1. Definitions. In addition to the words
and terms elsewhere defined in this Bond Legislation or in the
Agreement and used herein as defined words and terms, the fol-
lowing 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 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
December 1, 1985, between the Issuer and the Borrower, as pro-
vided for in Section 9 hereof, as the same may from time to
time be amended, modified or supplemented in accordance with
2
its terms.
"Bond Fund" means the "Village of Dublin, Ohio -
Jeffrey M. Wilkins 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 Con-
struction 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 Borrower and the Bondholder, dated as of December 1,
1985.
"Bond Service Charges" means, for any time period,
the principal, interest and redemption premium, if any, re-
quired to be paid by the Issuer on the Project Bond for such
time period.
"Bond Year" means "Bond year" as defined in Section
103 (c) (6) of the Internal Revenue Code.
"Borrower" means Jeffrey M. Wilkins and his heirs,
personal representatives and assigns.
"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
Assignment of Leases, Rents, Issues and Profits, dated as of
December I, 1985, granted by the Borrower to the Bondholder, as
the same from time to time be amended, modified or supplemented
in accordance with its terms.
"Construction Fund" means the "Village of Dublin,
Ohio - Jeffrey M. Wilkins 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 re-
3
quired to be included for Federal income tax purposes in the
gross income of the Bondholder by reason of the occurrence of
any circumstances 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 Bor-
rower has participated, or had an opportunity to participate,
or a written opinion addressed to the Borrower and the Bond-
holder by an attorney or firm of attorneys of recognized
standing on the subject of municipal bonds selected by the
Bondholder and approved by the Borrower (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 Bond-
holder [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)
obligations issued or guaranteed by any state or political
subdivision thereof rated A or higher by Moody's Investors
Service, Inc. or by Standard & Poor's Corporation, both of New
York, New York, or their successors; (iii) commercial or fi-
nance paper which is rated either P-l or A-lor an equivalent
by Moody's Investors Service, Inc. or Standard & Poor's Corpo-
ration, both of New York, New York, or their successors; (iv)
bankers' acceptances drawn on and accepted by commercial banks,
including those of the Bondholder; (v) certificates of deposit
of banks or trust companies, including the Bondholder, organi-
zed 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 agree-
ments of the Bondholder or any commercial 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
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of the Project Bond are invested (other than
investments attributable to an excess described in
this clause (i)), over
(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 of (i) plus (ii) shall be determined in
accordance with Sections 103 (c) (6) (D) and
103 (c) (6) (F) of the Internal Revenue Code. As
used herein, the terms "gross proceeds," "nonpur-
pose 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, then the person duly authorized and legally em-
powered 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, then the person duly authorized and legally em-
powered to perform the duties of such office in such event.
"Installment Payment Date" means each date on which a
payment of principal and/or interest is due on the Project
Bond.
"Internal Revenue Code" means the Internal Revenue
Code of 1954, as amended, and the existing and proposed Regula-
tions promulgated thereunder.
"Legal Officer" means the person at the time incum-
bent in the office of Director of Law of the Issuer, or in the
event of the death, disability or atisence 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 Borrower
of the proceeds from the sale of the Project Bond to the Bond-
holder.
S
"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 Borrower 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.
"Note" means the Promissory Note executed.by the
Borrower and delivered to and payable to the order of the
Issuer, constituting an unconditional promise of the Borrower
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 capi-
talization, means natural persons, firms, associations, corpo-
rations, partnerships, other business entities and public
bodies.
"Pledged Receipts" means (a) the Loan Payments, in-
cluding 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.
"Prime Rate" means the rate of interest per annum
announced from time to time by Bank One, Columbus, N.A. as its
prime rate of interest at its principal office in Columbus,
Ohio.
"Project" means the real, personal or real and per-
sonal property consisting of an industrial and commercial
facility, and certain equipment to be utilized in connection
therewith, as more fully described in Exhibit B attached to the
Agreement, acquired, constructed, improved and equipped by the
Borrower and located on the Project Premises, and including the
Project Premises.
"Project Bond" means the Bond authorized in Section 3
hereof and designated "Village of Dublin, Ohio Industrial De-
velopment First Mortgage Revenue Bond (Discovery Systems Pro-
ject)", issued by the Issuer pursuant to this Bond Legislation
in the original principal. amount of $4,500,000.
6
.project Premises" means the 7.246 acres of land des-
cribed in Exhibit C to the Agreement.
"Project Purposes" means the purposes of the acquisi-
tion, construction, improvement and equipping of an industrial
and commercial facility, and certain equipment to be utilized
in connection therewith, as described in the Act.
"Rebate Fund" means the "Village of Dublin, Ohio -
Jeffrey M. Wilkins Rebate Account" created by subsection 7(i)
hereof.
"State" means the State of Ohio.
"Termination Date" means December 31, 1997, subject
to earlier termination as provided in the Agreement or
herein.
Any reference herein to the Issuer, to the Legis-
lative Authority, or to any officers thereof, shall include any
entity which succeeds to its or their functions, duties or
responsibilities pursuant to or by operation of law. Any
reference herein to a section or provision of the Ohio Consti-
tution, 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; pro-
vided, 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 Bor-
rower 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, supple-
mented, 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 Author-
.lli:. . The Legislative Authority hereby determines:
7
(a) 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 Oh io Con-
stitution 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: and
(b) that, following reasonable notice, and pr ior
to adoption of this Bond Legislation, a pub-
lic hearing was held with respect to the
issuance of the Project Bond, as required by
Section 103(k) of the Internal Revenue Code
of 1954, as amended.
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 author-
ized herein and pursuant to the authority of the Act, the
Project Bond for the purpose of making a loan to assist the
Borrower 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 First Mortgage
Revenue Bond (Discovery Systems project)".
The project Bond shall be issued as a fully regis-
tered bond numbered R-l, in the principal amount of $4,500,000
and dated as of its date of delivery to the Bondholder against
payment therefor. In the event of transfer of the Project
Bond, at the request of the transferee and upon surrender of
the Project Bond to the Executive Officer as hereafter pro-
vided, 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 up-
wards.
The principal sum of the Project Bond shall be pay-
able in consecutive monthly installments payable on the last
day of each and every month commencing July 31, 1986, in the
amounts set forth in the fOllowing table until said principal
amount is paid in full:
8
Monthly Principal Payment Monthly Principal
Due Dates Amount Due
JUly 31, 1986 through December 31, 1987 $21,667
January 31, 1988 through June 30, 1991 $39,445
July 31, 1991 through December 31, 1997 $17,778
Except as otherwise provided therein, the unpaid
balance from time to time of such principal amount shall bear
interest thereon from the date hereof at a variable rate per
annum (the "Tax-Free Interest Rate") determined as hereafter
provided and computed on the basis of the actual number of days
elapsed divided by a year of 360 days, due and payable in con-
secutive monthly installments in arrears on the last day of
each and every month commencing on January 31, 1986, until the
aforesaid principal amount is paid in full: provided, however,
that on December 31, 1997, the entire unpaid principal balance
of the project Bond plus interest accrued thereon shall be paid
in full. The Tax-Free Interest Rate shall be a variable per-
centage rate per annum determined in accordance with the fol-
lowing formula:
P[1.148 - T(l-R)]
Where: P = the Prime Rate, expressed as a decimal
fraction, mUltiplied by 100;
T = the maximum marginal federal income tax
rate applicable to the Bondholder (as
hereinafter defined), as set forth in
Section 11 of the Internal Revenue Code,
expressed as a decimal fraction; and
R = the reduction factor for certain finan-
cial institutions preference items, as
set forth in Section 29l(a) (3) of the
Internal Revenue Code, or any successor
section of the Code, expressed as a
decimal fraction, as the same relates to
the ownership of the Project Bond upon
the original issuance thereof.
with each change in P, T or R automatically resulting in a
change in the Tax-Free Interest Rate effective on the date of
each such change. All payments on the Project Bond 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.
If a Determination of Taxability shall be made or
occur, the interest rate on the principal amount of the Project
9
Bond then outstanding on and after the Date of Taxability shall
be increased automatically to a variable rate per annum (here-
inafter called the "Taxable Interest Rate") equal to the sum of
the Prime Rate plus one percent (l%) per annum, and the Taxable
Interest Rate shall continue for so long as any principal
amount remains outstanding. As with the Tax-Free Interest
Rate, the Taxable Interest Rate shall be determined initially
as of the Date of Taxability and thereafter as the Prime Rate
changes from month to month on the first day of such month and
applicable for every day of that month and shall be computed on
the basis of the actual number of days elapsed divided by a
year of 360 days.
If a Determination of Taxability shall be made or
occur, the Issuer will pay to the Bondholder or a former Bond-
holder, immediately on demand by the Bondholder or a former
Bondholder, moneys in an amount equal to (a) the difference
between (i) the amount of interest which would have been re-
ceived by the Bondholder or a former Bondholder if interest
payable on the Project Bond during the Payment Period (as here-
inafter defined) had been paid at the Taxable Interest Rate and
(ii) the amount of interest theretofore paid to such Bondholder
or former Bondholder during the Payment Period, and (b) all
penalties and interest paid or payable by the Bondholder or a
former Bondholder as a result of a Determination of Tax-
ability. As used herein, the term "payment period" shall mean
the period beginning with the Date of Taxability and ending
with the Installment Payment Date immediately preceding the
date of the Bondholder's demand pursuant to the first sentence
of this paragraph. The Issuer shall make the payment to the
Bondholder or a former Bondholder required by this paragraph,
notwithstanding that the Project Bond was redeemed 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 such redemption in full of the
Project Bond.
During a period of default, the Project Bond, after
notice as more fUlly provided therein, shall bear interest at a
rate which shall be the sum of the rate of interest otherwise
then payable thereunder plus two percent (2%) per annum. In no
event shall the interest rate on the Project Bond exceed the
maximum rate permitted by law.
In the event the Borrower exercises his option to
prepay all or any portion of the unpaid principal balance of
the Note, the Project Bond is subject to optional redemption in
whole or in part (in amounts of $5,000 or any integral multiple
thereof and in the inverse order of maturity of the principal
installments) by the Issuer, simultaneously with the prepayment
of the Note by the Borrower, at a redemption price of 100% of
10
the unpaid principal amount thereof plus accrued interest to
the redemption date.
The Project Bond is also subject to mandatory redemp-
tion by the Issuer at any time prior to stated maturity in full
at a redemption price of 100% of the unpaid principal amount
thereof plus accrued interest to the redemption date if and
when the Agreement shall have become void or unenforceable or
impossible of performance in accordance with the intent and
purpose of the parties as expressed in the Agreement by reason
of any changes in the Constitution of the State or the Consti-
tution of the united States of America or by reason of legis-
lative 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 con-
test thereof by the Issuer or the Borrower in good faith to
such extent that the Note and the obligations evidenced thereby
are no longer enforceable by the holder thereof. Any such
redemption shall be made on a date selected by the Borrower 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.
If at any time the Bond Fund Holder shall hold funds
in a separate account in the Bond Fund pursuant to Sections
4.2, 5.2 or 5.6 of the Agreement, there shall be an immediate
mandatory redemption of the Project Bond by the Issuer in the
inverse order of maturity of the principal installments at a
redemption price of 100% of the unpaid principal amount
thereof, plus accrued interest to the redemption date if
redeemed in whole, to such an extent as to exhaust such funds
in said separate account.
Bond Service Charges on the Project Bond shall be
payable in lawful money of the United States of America by
check or draft mailed or delivered to the Bondholder at its
principal office, 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
discharge all indebtedness of the Issuer evidenced by the Pro-
ject Bond.
The Project Bond shall be executed by the Executive
Officer and the Fiscal Officer and shall bear the seal of the
Issuer. 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
II
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, a book 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 Re-
vised Code, subject to applicable provisions for registration,
and shall be transferred in accordance with applicable securi-
ties 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 Executive
, Officer together with an assignment duly executed by the regis-
tered 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 Execu-
tive 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 Issuer. The Issuer
and the Executive Officer 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,
wrongfully taken or destroyed, the Issuer shall execute in the
name of the registered holder of such mutilated, lost, wrong-
fUlly taken or destroyed Project Bond a new fully registered
Project Bond of like date and upon like terms as that muti-
lated, 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 City Manager,
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 Borrower evidence of such
loss, wrongful taking or destruction satisfactory to the
Executive Officer and the Authorized Borrower 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.
12
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 this
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 assignment 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 at-
torney fees and to consent to amendments), and further secured
by the Mortgage and the Conditional Assignment. Anything in
this 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 Issue~ or of any other
political subdivision of the State for the payment of the prin-
cipal 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 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 Bond: Allocation of Pur-
chase 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 of $4,500,000 in
accordance with the terms and provisions of this Bond Legis-
lation and the Bond Purchase Agreement, and to make the neces-
sary 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 Exe-
cutive Officer and the 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
13
and the interest rate for the Project Bond and the manner of
sale, as provided in this Bond Legislation, are in the best
interest of the Issuer and consistent with all legal require-
ments. The Clerk shall furnish to the Bondholder true trans-
cripts of proceedings had with reference to the issuance of the
Project Bond, certified by the Clerk, along with such informa-
tion 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
maintained, 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 - Jeffrey M. Wilkins Construction
Account". The proceeds of the Project Bond shall be deposited
in the Construction Fund for disbursement as the Loan to the
Borrower provided for in the Agreement. Moneys in the Con-
struction Fund shall be disbursed by the Bond Fund Holder on
written order signed by the Authorized Borrower Representative
in accordance with the provisions of the Agreement and as
otherwise provided in the Agreement and the Note, and the 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 sub-
ject 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 sepa-
rate deposit account (except when invested as hereinafter pro-
vided) in the custody of the Bond Fund Holder, the Bond Fund
which shall be designated "Village of Dublin, Ohio - Jeffrey M.
Wilkins 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 Borrower
should so direct. The moneys to the credit of the Bond Fund,
pending application thereof as set forth below, shall be sub-
ject to a lien, charge and security interest in favor of the
Bondholder.
As provided in the Agreement, Loan Payments suffi-
cient in time and amount to pay the Bond Service Charges as
they come due are to be paid by the Borrower directly to the
Bond Fund Holder for the account of the Issuer and deposited in
14
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 the 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 any Bond Service Charges are to be paid in
accordance with the terms of the Project Bond. The Issuer
shall take all such actions and sign and deliver all such docu-
ments as the Bond Fund Holder may from time to time require to
provide the appropriate authorization for the 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 suffi-
cient in time and amount to pay the Bond Service Charges as the
same become due and payable, and to this end the Issuer cove-
nants and agrees that, so long as the Project Bond is outstand-
ing, 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 Bond-
holder 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 con-
tained, 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 Agree-
ment.
15
(b) Performance of Covenants, Authority and Ac-
tions. The Issuer will at all times faithfully observe and
perform all agreements, covenants, undertakings, stipulations
and provisions contained in this 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 pertaining 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 Pro-
ject Bond and to execute the Bond Purchase Agreement, the
Agreement and the conditional assignments of the Note and of
the Agreement, to provide the security for payment of the Bond
Service Charges in the manner 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 effec-
tively taken; and that the Project Bond in the hands of the
Bondholder will be a valid and enforceable 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 assignments 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 pro-
ceedings 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
Agreement, the Issuer will not create or suffer to be created
any debt, lien or charge thereon, or make any pledge or assign-
ment of or create any lien or encumbrance upon the Pledged
Receipts, including the moneys in the Bond Fund and Construc-
tion 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 Borrower, will cause (to the extent required by.
16
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 piaces 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
documents in the Issuer's possession relating to the Project or
the Pledged Receipts shall at all reasonable times be open to
inspection by such accountants or other agents of the Bond-
holder 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
obligations of the Borrower under and pursuant to the Agree-
ment, the Note, the Bond Purchase Agreement, the Mortgage, the
Conditional Assignment and all other instruments given by the
Issuer and the Borrower to secure payment of the Project Bond
whether or not the Issuer is in default of the pursuit or en-
forcement 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 l03(c) of the Internal Revenue
Code. The Fiscal Officer, or any other officer having respon-
sibility with respect to the issuance of the Project Bond, is
authorized and directed, alone or in conjunction with any other
officer, employee, consultant or agent of the Issuer or the
Borrower, 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
17
they are based as provided by the Borrower, 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. 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 Agreement, and the Bond Fund Holder is
hereby authorized and directed to issue its check, upon written
direction from the Authorized Borrower Representative (as de-
fined in the Agreement), for each disbursement from the Rebate
Fund required by the provisions of the Agreement and this sub-
section 7(i).
The Borrower 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 Borrower
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 Borrower
Representative, pay that excess amount fo the Borrower. 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 subsec-
tion), the Borrower shall, forthwith upon completion of the
calculation thereqf, 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 Borrower, 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 Borrower 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,
18
previously paid to the United States pursuant to this subsec-
tion). Within 30 days after the payment in full of the Project
Bond, the Borrower, 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
Borrower 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 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 ef-
fective, 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
the Bond Fund Holder in any Eligible Investments, in accordance
with and subject to any orders of the Authorized Borrower
Representative with respect thereto, which orders may be ini-
tially oral or written, but if oral, shall be promptly con-
firmed in writing, provided that investment of moneys in the
19
.
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 Earn-
ings 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 dis-
bursements 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 there-
from in Eligible Investments maturing or redeemable as afore-
said. 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 afore-
said, 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 investments
standing to the credit of the Rebate Fund to produce sufficient
moneys hereunder at the times required for the purpose of pay-
ing 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 con-
stitute 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, 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 assign-
ments 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 substantially adverse
to the Issuer as may be permitted by the Act and approved by
the officer or officers of the Issuer executing the same. The
approval of such changes by said officer or 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 assign-
20
ments of the Note and of the Agreement by such officer or
officers. Such officer or 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 secur-
ity interest in the Note granted under the aforesaid condi-
tional 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 Offi-
cer 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 Issu-
ance 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 for-
mal actions of the Legislative Authority concerning and relat-
ing to the passage of this Bond Legislation were taken in an
open meeting of the Legislative Authority, and that all deli-
berations of the Legislative Authority and of any of its com-
mittees, 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 deter-
mined in accordance with the requirements of Chapter 4115 of
the Ohio Revised Code, for determination of prevailing wages,
provided that should the Borrower or other non-public user
beneficiary of the Project undertake, as part of the Project,
construction to be performed by their regular collective bar-
gaining unit employees who are covered under a collective bar-
gaining agreement which was in existence prior to the date of
the commitment instrument undertaking to issue the Project
Bond, then, in that event, the rate of pay provided under the
collective bargaining agreement may be paid to such employ-
ees.
Section 13. Federal Tax Election. This Legislative
Authority hereby elects to have the limitation on capital ex-
21
.
penditures 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 regard-
ing such election, as provided by the rules and regulations of
the Internal Revenue Service, by the Executive Officer or the
Fiscal Officer 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 immediate pres-
ervation of the public peace, health, safety and welfare and
for the further reason that the Bond Legislation must be imme-
diately 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 16th 1985.
.
Attest:
/)
~-om'1fo~
C er of Vill ge .ouncil
~ve~~ to~~
~ d---G
Director of Law
I, Frances M. Urban, Clerk of the Village Council of
the Village of Dublin, Ohio, do hereby certify that the fore-
going is a true and correct copy of the original ordinance as
passed by the Village Council of the Village of Dublin, Ohio,
on December 16, 1985.
J
Dated: December 16, 1985
22
The existing second "WHEREAS" clause is hereby deleted
and the following is hereby substituted in the place thereof:
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
The existing Section 4 is hereby deleted and the
following is substituted in the place thereof:
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 assignment 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 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 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.
The existing Section 7 is hereby deleted and the
following is substituted in the place thereof:
Section 7. Covenants of Issuer. In addition to
other covenants of the Issuer in this Bond Legislation con-
tained, 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, stipu-
lations 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 pertaining 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 conditional assignments of the Note and of the
Agreement, to provide the security for payment of the Bond
Service Charges in the manner 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
enforceable 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 assignments 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.
-2-
(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 Agreement, the Issuer will not create or
suffer to be created any debt, lien or charge thereon, or
make any pledge or assignment of or create any 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 assign-
ments 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
documents in the Issuer's possession relating to the Project
or the Pledged Receipts shall at all reasonable 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 obligations 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 en-
force and protect the rights of the Issuer thereunder,
including actions at law and in equity, as may be appro-
priate.
(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,
-3-
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 responsibility with respect to the
issue of the Project Bond is authorized 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
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
-4-
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 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
-5-
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.
The existing Exhibit A is hereby deleted and the
following is substituted in the place thereof:
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF OHIO
VILLAGE OF DUBLIN
INDUSTRIAL DEVELOPMENT REVENUE BOND
(METRO MEDICAL PARK LIMITED PARTNERSHIP I PROJECT)
No. R- $
-
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 , or
registered assigns [as of any point in time, Bank One, Columbus,
N.A. , the original purchaser of the Project Bond (as hereinafter
defined) , or its successor or assign, as the registered holder of
the Project Bond, being herein called the "Bondholder"], but
solely from the sources and in the manner hereinafter set forth,
the principal sum of
($ )
in consecutive monthly installments payable on the first day of
each and every month, commencing on January 1, 1987 and
continuing on the first day of each and every month thereafter
until said principal amount is paid in full. Such monthly
-6-
r"
installments of principal shall be in the respective amounts
described in the following table:
Each Monthly Installment of
Principal Due Amount
January 1/ 1987 through December 1/ 1987 $6/708.33
January 1/ 1988 through December 1/ 1988 $6/878.33
January 1/ 1989 through December 1/ 1989 $7/058.33
January 1/ 1990 through December 1/ 1990 $7/268.33
January 1/ 1991 through December 1/ 1991 $2/290.00
January 1/ 1992 through December 1/ 1992 $2/540.00
January 1/ 1993 through December 1/ 1993 $2/820.00
January 1/ 1994 through December 1/ 1994 $3/130.00
January 1/ 1995 through December 1/ 1995 $3/470.00
January 1/ 1996 through December 1/ 1996 $3/770.00
January 1/ 1997 through December 1/ 1997 $4/200.00
January 1/ 1998 through December 1/ 1998 $4/670.00
January 1/ 1999 through December 1/ 1999 $5/200.00
January 1/ 2000 through December 1/ 2000 $5/790.00
January I, 2001 through December 1/ 2001 $6/440.00
January 1/ 2002 through December 1/ 2002 $7/170.00
January 1/ 2003 through December 1/ 2003 $7/980.00
January 1/ 2004 through December 1/ 2004 $8/880.00
January 1/ 2005 through December 1/ 2005 $9/880.00
January 1/ 2006 through December 1/ 2006 $10/930.00
January 1 / 2007 through December 1/ 2007 $12/200.00
January 1/ 2008 through December 1/ 2008 $13,610.00
January 1/ 2009 through December 1/ 2009 $15/190.00
January 1 / 2010 through November 1/ 2010 $16,940.00
On December 1/ 2010 $16,960.16
provided, however, that if a partial redemption of the Project
Bond shall be made from undisbursed proceeds of the Project Bond
in accordance with Section 4.2 of the Loan Agreement, then (1) if
the amount of principal so redeemed shall be less than Two
Hundred Fifty Thousand Dollars ($250,000 ), the amount of each
monthly installment of principal due thereafter through and
including December 1/ 1990 shall be reduced by an amount equal to
the amount of principal so redeemed divided by the number of
monthly installments of principal due thereafter through and
including December I, 1990/ and (2 ) if the amount of principal so
redeemed shall be Two Hundred Fifty Thousand Dollars ($250,000)
or more, the amount of each monthly installment of principal due
thereafter through and including December I, 1990 shall be
reduced by an amount equal to Two Hundred Fifty Thousand Dollars
($250/000) divided by the number of monthly installments of
principal due thereafter through and including December I, 1990
and the amount by which the principal so redeemed exceeds Two
Hundred Fifty Thousand Dollars ($250/000) shall be applied to the
monthly installments of principal hereunder in inverse order of
maturities.
-2-
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 herein-
after provided and computed for the actual number of days elapsed
on the basis of a year of 360 days, due and payable in consecu-
tive monthly installments in arrears on the first day of each and
every month, commencing on January I, 1986 and continuing there-
after until the aforesaid principal amount is paid in full;
provided, however, that on December I, 2010, the entire unpaid
principal balance hereof plus all unpaid interest accrued thereon
shall be paid in full. However, anything in this Project Bond to
the contrary notwithstanding, at the option of the Bondholder,
the entire unpaid principal balance hereof plus all unpaid
accrued interest thereon shall be paid in full on December I,
2000 or on December I, 2005, which option shall be exercised (if
at all) by the Bondholder's giving notice of same to the Issuer
and the Company (as hereinafter defined), in the manner and at
the addresses then provided for notices to be given to them in
accordance with the Loan Agreement (as hereinafter defined), on
or before the one hundred twentieth (120th) day before such due
date. The interest rate or rates on the principal balance hereof
shall be determined in accordance with the following:
Unless a Determination of Taxability (as defined in
the Loan Agreement) shall have occurred or been made,
the interest rate shall be a variable rate per annum
(the "Tax-Free Interest Rate") determined in accordance
with the following formula:
R[1.368 - F(l-E)]
Where:
R = ten and one-half percent (10-1/2%) per annum
from the date hereof through November 30, 1995,
ten and three-quarters percent (10-3/4%) per annum
from December I, 1995 through November 30, 2005,
and eleven percent ( 11%) per annum from and after
December I, 2005;
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 II Code II ) , expressed as a
decimal fraction; and
E = the reduction factor for certain financial
institutions preference items, as set forth in
Section 291(a)(3) of the Code or any successor
section of the Code, expressed as a decimal
fraction, as the same relates to the ownership of
-3-
the Project Bond by the original purchaser thereof
pursuant to its purchase of the Project Bond upon
the original issuance thereof.
with each change in R, F or E automatically and
immediately, without notice, resulting in a change in
the Tax-Free Interest Rate.
If a Determination of Taxability shall be made or occur,
the interest rate on the principal amount outstanding
hereunder on and after the Date of Taxability (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 two percent (2%) 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 automatically and immediately, without
notice. As used herein, the term "Prime Rate" shall mean
that rate of interest, expressed as a percent per annum,
established and stated from time to time by Bank One,
Columbus, N.A., as its prime rate of interest based upon its
consideration of economic, money market, business and
competitive factors, and it is not necessarily the most
favored rate of Bank One, Columbus, N.A. Each change in
said prime rate of interest shall, without notice,
automatically and immediately change the Prime Rate.
Anything in this Project Bond to the contrary notwithstanding, in
no event shall the interest rate paid on this Project Bond exceed
the maximum rate permitted by law.
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 a former
Bondholder, moneys in an amount equal to the sum of (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 (as hereinafter defined) if interest payable
hereon during the Payment Period 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, plus (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 immediately preceding the date
of the demand pursuant to the first sentence of this paragraph.
The Issuer shall make the payment to the Bondholder and any
former Bondholder required by this paragraph, 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
e-4-
Project Bond in full. As used herein, "Installment Payment Date"
means each date on which a payment of principal and/or interest
is due on the Project Bond.
In addition to all other payments provided for in the
Project Bond, the Issuer promises to pay to the Bondholder, on
the date of the original issuance of the Project Bond, additional
interest in the amount of Twenty-One Thousand Dollars
($21,000). If the Bondholder shall not have exercised its option
provided for in the second paragraph of the Project Bond to
require that the Project Bond be paid in full on December I, 2000
and the entire principal amount of the Project Bond shall not
have been paid prior to December I, 2000, then in addition to all
other payments provided for in the Project Bond, the Issuer
promises to pay to the Bondholder on December I, 2000 additional
interest in an amount equal to 1% of the unpaid principal balance
of the Project Bond then outstanding. If the Bondholder shall
not have exercised its option provided for in the second
paragraph of the Project Bond to require that the Project Bond be
paid in full on December I, 2005 and the entire principal amount
of the Project Bond shall not have been paid prior to December I,
2005, then in addition to all other payments provided for in the
Project Bond, the Issuer promises to pay to the Bondholder on
December I, 2005 additional interest in an amount equal to 1% of
the unpaid principal balance of the Project Bond then
outstanding.
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
Agreement) or its successor, without presentation of this Project
Bond by the Bondholder to the Bond Fund Holder, except presenta-
tion shall be required where a payment or prepayment of principal
will discharge all indebtedness of the Issuer evidenced by this
Project Bondi 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 (Metro Medical Park Limited Partnership
I Project) (the "Project Bond"), issued pursuant to an ordinance
passed by the Village Council of the Issuer on December 16, 1985
(the "Bond Legislation") for the purpose of making a loan to
Metro Medical Park Limited Partnership I, an Ohio limited part-
nership (the "Company" ) , for costs incurred in acquiring,
constructing, improving and equipping real and personal property
-5-
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
December I, 1985 (herein, as the same may be amended according to
its terms, called the "Loan Agreement", and the loan made pursu-
ant 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 Agree-
ment and by a Promissory Note (herein, as the same may be amended
according to its terms, called the "Note") in the principal
amount of $2,100,000, made and executed by the Company and
delivered to and payable to the order of the Issuer.
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
Agreement and the Note, both dated as of December I, 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 to consent to amendments) 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 prin-
cipal 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
-6-
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 - Metro Medical Park Limited Partnership I 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.
At any time after a Determination of Taxability shall
have been made or shall have occurred, 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 so
redeemed plus accrued interest thereon to the date of such
redemption.
At any time prior to the time that a Determination of
Taxability shall have been made or shall have occurred, this
Project Bond shall not be subject to optional redemption by the
Issuer in part, but shall be subject to optional redemption by
the Issuer 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 amount (if any) by which (a) the
present value on the Redemption Date of the interest
which would have accrued hereunder from the day after
-7-
the Redemption Date through the final maturity of this
Project Bond if such redemption were not made exceeds
(b) the present value on the Redemption Date of the sum
of ( i ) the interest which would have accrued 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.
As used herein, "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, Inc., 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. 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.
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 Loan Agreement 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
-8-
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.
If a Determination of Taxability shall be made or shall
occur, 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.
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
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 or ( I I) 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 connection with the
issuance, of this Project Bond and such proceeding shall
have been discontinued or abandoned for any reason or
shall have been determined 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;
-9-
(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
(C) At any time, the Bondholder may, in its discretion,
rescind any declaration 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, respectively, 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.
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 law; 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 City Manager and its Director of Finance and thn seal of its _
Ci ty Manager to be affixed hereto effective as of J.Y--U.-.. 1(P, I '1 f ~
.
VILLAGE OF DUBLIN, OHIO
By ~ #k~
City Manager
BY~"" Jd I . ~ ~ AA,oI.~~
Dir ctor of F n nce ~
[SEAL]
-10-
Excerpt from Minutes of Dublin Village Council Meeting of December 19, 1985
Regarding Ordinance No. 79-85.
Ms. Maurer moved to do away with the three time reading rule, treat as an emergency,
with the condition that the project to the Plannerls platting requirements and
the agreement reached by the application with regard to the placement and closing of
the other road. Mr. Sutphen seconded the motion.
The vote was unanimous in favor of the motion.
The vote on the ordinance was 7-0 in favor.
-