48-84 Ordinance
".
Septenber 19, 1984 ORDINANCE NO. 48-R4
The Village Council of the Village of Dublin, Ohio
met in regular session on this date in Council Chambers at
6665 Coffman Road, Dubl in, Oh io , with the following members
present:
Mr. David Amorose Mr. James E. Lewis
Mr. Michael Close Ms. Barbara Maurer
Mrs. Catherin Headlee Mr. Daniel J. Sutphen
Mr. L. E. Thornton
Mr. Michael Close offered the following
ordinance and moved the adoption of the same, which was duly
seconded by Mr. David Amorose .
ORDINANCE NO. 48-84
AN ORDINANCE AUTHORIZ ING THE ISSUANCE OF
AN $8,500,000 INDUSTRIAL DEVELOPMENT RE-
FUNDING REVENUE BOND OF THE VILLAGE OF
DUBLIN, OHIO, FOR THE PURPOSE OF REFUNDING
THE OUTSTANDING VILLAGE OF DUBLIN, OHIO
INDUSTRIAL DEVELOPMENT REVENUE BONDS
(SHEREX CHEMICAL COMPANY, INC. PROJE CT ) ;
PROVIDING FOR THE PLEDGE OF REVENUES FOR
THE PAYMENT OF SAID BOND; AUTHORIZING A
LOAN AGREEMENT WITH RESPECT TO 7HE PROCEEDS
DERIVED FROM THE SALE OF SAID BOND AND THE
ASSIGNMENT OF SAID VILLAGE'S INTEREST IN
SAID LOAN AGREEMENT; AUTHORIZING A BOND
PURCHASE AGREEMENT; DECLARING AN EMERGENCY;
AND FOR RELATED PURPOSES.
WHEREAS, the Village of Dublin, Ohio (hereinafter
called the "Issuer"), a municipal corporation and political
subdivision duly organized and validly existing under the
Constitution and the laws of the State of Ohio, is authorized
and empowered, by virtue of the laws of the State of Ohio,
including without limitation, Section 13 of Article VIII,
Ohio Constitution and Chapter 165, Ohio Revised Code, among
other things, ( a) to issue its refunding revenue bond for
the purpose"of refunding any revenue bonds of the Issuer
previously issued under Chapter 165, Ohio Revised Code when
the refundi ng revenue bond will bear interest at a lower
rate than the revenue bonds to be re fu nded , when the interest
cost of the refunding revenue bond computed to the absolute
maturity will be less than the interest cost of the revenue
bonds to be refunded or when the average life of the refunding
revenue bond will be greater than the remaining average life
of the revenue bonds to be refunded, ( b) to enter into a
loan agreement and to provide for revenues sufficient to pay
the pr incipal of and interest and any premium on that refunding
revenue bond, (c) to secure that refunding revenue bond by a
pledge and assignment of such revenues, as provided herein,
and (d) to adopt this Bond Legislation and to enter into the
Agreement, all as defined herein, upon the terms and conditions
provided herein and therein; and
WHEREAS, the Issuer has, pursuant to Chapter 165,
Ohio Revised Code and an ordinance duly adopted by this
Legislative Authority on July 23, 1979, previously issued
its $8,500,000 Industrial Development Revenue Bonds (Sherex
Chemical Company, Inc. Project) for the purpose of making a
loan to Sherex Chemical Company, Inc. for the acquiring,
constructing, improving, furnishing and equipping of a
"project" , as defined in Section 165.01, Ohio Revised Code,
comprising an administration and laboratory research facil i ty
located within the boundaries of the Issuer; and
vY1HEREAS, Sh erex Ch em ical Company, Inc. and the
Issuer desire to refund the aforesaid outstanding revenue
bonds and to use the proceeds of the refunding revenue bond
issued for such purpose to accomplish the optional redemption
of the aforesaid revenue bonds;
NOvl 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 hereinafter identified and used herein as
defined words and terms, the following words and terms as
used in this Bond Legislation shall have the following
meanings unless the context or use clearly indicates another
or different meaning or intent:
"Act" means Chapter 165 of the Ohio Revised Code,
enacted and amended pursuant to Section 13 of Article VIII
of the Ohio Constitution.
"Agreement" means the Loan Agreement provided for
in Section 9 hereof between the Issuer and Sherex Chemical
Company, Inc. dated as of September 1, 1984, as the same may
be duly amended, modified or supplemented in accordance with
the provisions thereof.
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"Bondholder" me ans , as of any point in time,
Morgan Guaranty Trust Company of New York, or its successors
or assigns, as the registered holder of the Refunding Bond
(as hereinafter defined).
"Bond Legislation" me ans this ordinance authorizing
the issuance of the Refunding Bond, as the same may from
time to time be lawfully amended, modified or supplemented.
"Bond Purchase Agreement" means the Bond Purchase
Agreement among the Issuer, Sherex Chemical Company, Inc.
and the Bondholder, dated as of September 1, 1984, setting
forth the terms and conditions for the sale of the Refunding
Bo nd .
"Bond Service Charges" for any time period means
the principal, interest, and redemption premium, if any,
required to be paid by the Issuer on the Refunding Bond for
such time period.
"Clerk" means the Clerk of the Legislative Authority.
"Company" me ans Sherex Chemical Company, In c. , an
Ohio corporation, and its successors and assigns and any
surviving, resulting or transferee corporation as permitted
in Section 5.4 of the Agreement.
"Condi tional Assignment" means the Conditional
Assignment of the Agreement provided for in Section 8
hereof from the Issuer to the Bondholder, dated as of September 1,
1984, as the same may be duly amended, modified or supplemented
in accordance with the provisions thereof.
"Executive Officer" me ans the Village Manager of
the Issuer.
"F iscal Officer" means the Director of Finance of
the Issuer.
"Guarantor" means Schering Aktiengesellschaft, a
company organized and existing under the laws of the Federal
Republic of Germany.
"Guaranty" means the Guaranty Agreement dated as
of September 1, 1984 providing for the unconditional guaranty
of the Guarantor to the Bondholder of payment of all sums
due on the Refunding Bond.
"Interest Payment Date" means, as to the Refunding
Bo nd , the last day of each December, March, June and September
commencing December 31, 1984.
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"Legal Officer" means the Law Director of the
Issuer.
"Leg isla tive Authority" means the Village Council
of the Issuer.
"Loan" me ans the loan by the Issuer to the Company
of the proceeds from the sale of the Refunding Bond to the
Bondholder.
"Loan Payments" means the payments to be paid by
the Company upon the Loan in accordance with Section 2.2 of
the Agreement, as the same may hereafter be amended or
supplemented.
"Person" , whether or not appearing with initial
capitalization, me ans natural pe rsons , firms, associations,
corporations and public bodies.
" P I a ns and Specifications" means the plans and
specif ications for the Project filed with the Issuer in
connection with the issuance of the Refunded Bonds (as
hereinafter defined).
. "Pledged Receipts" the Loan Payments and all
means other moneys received by the Issuer or the Bondholder for
the account of the Issuer, pursuant to the Agreement or
otherwise with respect to the Loan, except for payments
received by the Issuer pursuant to Sections 2.3 and 5.6 of
the Agreement.
"Prime Rate" means the rate of interest publicly
announced by Morgan Guaranty Trust Company of New York in
New York City from time to time as its prime rate.
"Project" me ans the real, personal, or real and
personal property comprising the Project Premises and the
improvements, described in the plans and Specifications,
constructed or installed upon the Project Premises, being
generally described in Exhibit A to the Agreement.
"Project premises" means the 18.773 acre tract of
real property more fu lly described in Exhibit B to the
Agreement.
"Project Purposes" means refunding the outstanding
principal amount of the Refunded Bonds by loaning the proceeds
derived fron the sale of the Refunding Bond to the Company
to provide funds to effect the optional redemption of the
Refunded Bonds. The Refunded Bonds were issued for the
purpose of assisting the Company in financing the costs of
acquiring, constructing, improving, furnishing and equipping
real and personal property comprising an administration and
laboratory research facility used by the Company in its
business as a manufacturer of organic chemicals.
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"Refunded Bonds" means the village of Dublin, Ohio
Industrial Development Revenue Bonds (Sherex Chemical Comp any,
Inc. proje ct) , da ted Ju 1 y 26, 1979, in the original aggregate
principal amount of Eight Million Five Hundred Thousand
Dollars ($8,500,000).
"Refunding Bond" means the Village of Dublin, Ohio
Industrial Development Refunding Revenue Bond (Sherex Chemical
Company, Inc. Project) in the original principal amount of
Eight Million Five Hundred Thousand Dollars ($8,500,000)
issued by the Issuer pursuant to this Bond Legislation.
"State" me ans the State of Ohio.
Any reference herein to the Issuer, to the Legis-
lative Authority, or to any officers thereof, shall include
any entity which succeeds to its duties or responsibilities
pursuant to or by operation of law. Any reference to a
section or provision of the Ohio Constitution or the Act or
to a section, provision or chapter of the Ohio Revised Code
shall include such section or provision or chapter as from
time to time amended, modified, revised, supplemented, or
superseded; provided, however, that no such change in the
Constitution or laws ( a) shall alter the obligation to pay
the Bond Service Charges in the amounts and manner, at the
time s, and from the sources provided in the Bond Legisla-
tion, except as otherwise herein permitted, or (b) shall be
deemed applicable by reason of this provision if such change
would in any way constitute an impairment of the rights of
the Issuer, the Company or the Bondholder under the Agree-
ment.
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 gender,
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 by Legislative Authority.
This Legislative Authority determines and redetermines that:
( i) the Project financed by the issuance of the Refunded
Bonds is a "project" as defined in the Act and is, and the
issuance of the Refunded Bonds to finance the costs thereof
was, consistent with the purposes of Section 13 of Article VIII,
Ohio Constitution; ( ii) the utilization of the Project is in
furtherance of the purposes of the Act and has and will
continue to benefit the citizens of the Issuer and of the
State by creating jobs and employment opportunities and
improving the economic welfare of the people of the Issuer
and of the State; (iii) the issuance of the Refunding Bond
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to refund tne outstanding principal amount of the Refunded
Bonds is necessary, expedient and in the best interests of
the Issuer and in accordance with the provisions of the Act
pertaining to the issuance of refunding revenue bonds; and
(iv) the refunding of the Refunded Bonds will require the
issuance, sale and delivery of the Refunding Bond in the
principal amount of $8,500,000.
The Legislative Authority also determines that,
following reasonable notice, and prior to adoption of this
Bond Legislation, a public hearing was held with respect to
the issuance of the Refunding Bond, as required by Section
103(k) of the Internal Revenue Code of 1954, as amended.
Section 3. Authorization and Terms of Refunding
Bond. It is hereby determined to be necessary to, and the
Issuer shall, issue, sell and deliver, as provided and
authorized herein and pursuant to the authority of the Act,
the Refunding Bond in the original principal amount of
$8,500,000 for the purpose of making a loan to the Company
to accomplish the optional redemption of the Refunded Bonds.
The Refunding Bond shall be designated "Village of Dublin,
Ohio Industrial Development Refunding Revenue Bond (Sherex
Chemic~l Company, Inc. Project)."
The Refunding Bond shall be issued as a fully
registered bond numbered R-l and dated as of its date of
delivery to the Bondholder against payment therefor. In the
event of transfer of the Refunding Bond, at the request of
the transferee and upon surrender of the Refunding Bond to
the Executive Officer, the Issuer shall execute and deliver
to the transferee a new Refunding Bond registered in the
name of the transferee, in the principal amount equal to the
outstanding principal amount of the Refunding Bond surrendered
and dated as of the date to which interest has been paid on
the Refunding Bond surrendered. Subsequent Refunding Bonds
shall be numbered from R-2 upwards.
The Refunding Bond shall mature on September 1,
2014 and shall bear interest from the date of delivery and
payment therefor at a variable rate per annum equal to 66%
of the Prime Rate payable quarterly on December 31, March 31,
June 30 and September 30 of each year commencing December 31,
1984 and continuing until payment of the principal amount is
paid in full. Interest shall be payable on the basis of a
360 day year for the actual number of days elapsed. Any
payments due on a Saturday, Sunday, legal holiday or other
day that banks in New York City are authorized to close
shall be made on the next succeeding business day and interest
shall accrue to such date.
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In the event the Company exercises its option to
prepay all or any portion of the unpaid principal balance of
the Loan pursuant to Section 6.2 of the Agreement, the
Refunding Bond is subject to optional redemption in whole or
in part (in amounts of $100,000 or any integral multiple
thereof) by the Issuer, simultaneously with the prepayment
of the Loan by the Company, at a redemption price of 100% of
the amount redeemed plus accrued interest to the redemption
date.
Bond Service Charges on the Refunding Bond shall
be payable in lawful money of the United States of America
by wire transfer of immediately available funds to the
Bondholder at its address as shown on the registration book
maintained by the Clerk, without deduction for services of
any paying agent and without presentation of the Refunding
Bond by the Bondholder.
The Refunding 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 Refunding Bond shall cease to be such officer
before the issuance or delivery of the Refunding 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 Refunding Bond shall express on its face the
purpose for which it is issued and such other statements or
legends as are required by law.
So long as the Refunding 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 Refunding Bond. The Refunding Bond shall be
a negotiable instrument within the meaning of Chapter 165 of
the Ohio Revised Code, subject to applicable provisions for
registration, and shall be transferred in accordance with
applicable securities laws.
The Refunding Bond may be transferred only upon
the book kept for the registration and transfer of the
Refunding Bond, upon surrender thereof at the office of the
Executive Officer together with an assignment duly executed
by the Bondholder, or its duly authorized attorney, in such
form as shall be reasonably satisfactory to the Executive
Officer. Upon the transfer of the Refunding Bond and upon
request of the Executive Officer, the Issuer shall execute
in the name of the transferee a new fully registered Refunding
Bo nd , 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 Refunding
Bond sufficient to reimburse them for any tax, fee or other
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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
Refunding Bond shall be delivered.
In the event the Refunding Bond is mutilated,
lost, wrongfully taken or destroyed, the Issuer shall execute
and deliver to the Bondholder a new fully registered Refunding
Bond of like date and upon like terms as that which was
mutilated, lost, wrongfully taken or destroyed, such execution
on behalf of the Issuer to be by the Executive Officer and
the Fiscal Officer and to bear the seal of the Issuer;
provided, tha t, in the case of any mutilated Refunding Bond,
such mutilated Refunding Bond shall first be surrendered to
the Executive Officer, and in the case of any lost, wrongfully
taken or destroyed Refunding Bond, there shall first be fur-
nished to the Executive officer and to the Company evidence
of such loss, wrongful taking or destruction reasonably
satisfactory to the Executive Officer and the Authorized
Company Representative (as defined in the Agreement) together
with indemnity reasonably satisfactory to them. The Executive
Officer and the Issuer may charge the Bondholder with their
reasonable fees and expenses in connection with their action
taken pursuant to this paragraph.
Each new Refunding Bond issued pursuant to this
Section 3 shall, subject to the conditions thereof, consti-
tute a contractual obligation of the Issuer in substitution
for all previously issued Refunding Bonds and shall be
entitled to all of the benefits, and subject to all of the
conditions, of this Bond Legislation, the Agreement and any
and all other documents given as security for the payment,
or otherwise in connection with the issuance, of the Refunding
Bo nd .
Section 4. Security Pledged for Refunding Bond.
As provided herein, the Refunding Bond shall be payable
solely from the Pledged Receipts and secured by a pledge and
assignment of other moneys constituting Pledged Receipts,
shall be further secured by the pledge and assignment of the
Agreement and shall be entitled to the benefits of the
Guaranty. Anything in the Bond Legislation, the Refunding
Bond or the Agreement to the contrary notwithstanding,
neither the Bond Legislation, the Refunding Bond, the Agreement
nor any other instrument shall constitute a debt or a pledge
of the faith and credit of the Issuer or of the State or any
other political subdivision of the State for the payment of
principal of, premium, if any, or interest on the Refunding
Bo nd , but the Refunding Bond is payable solely from the
Pledged Receipts and the Refunding Bond shall contain on the
face thereof a statement to that effect; provided, however,
8
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, the Bond Legislation or the Refunding
Bo nd .
Section 5. Sale of Refunding Bondi Allocation of
Purchase Price. The Executive Officer and Fiscal Officer
are hereby authorized and directed to offer for sale the
Refunding Bond to the Bondholder at the price of 100% of the
principal amount of the Refunding Bond in accordance with
the terms and provisions of this Bond Legislation, to execute
on behalf of the Issuer a Bond Purchase Agreement with the
Bondholder and the Company in substantially the form presented
to the Issuer and, to the extent not provided for in the
Bond Purchase Agreement, to make the necessary arrangements
on behalf of the Issuer to establish the date, location,
procedure and conditions for the delivery of the Refunding
Bond to the Bondholder. The Executive Officer and Fiscal
Officer further are hereby authorized and directed to take
all steps necessary to effect due authentication, delivery
and security of the Refunding Bond under the terms of this
Bond Legislation and the Bond Purchase Agreement, and it is
hereby' determined that the aforesaid purchase price and the
interest rate for the Refunding Bond and the manner of sale,
as provided in this Bond Legislation and the Bond Purchase
Agreement, are in the best interest of the Issuer and consistent
with all legal requirements. The Clerk shall furnish to the
Bondholder a true transcript of the proceedings had with
reference to the issuance of the Refunding Bond, certified
by the Clerk, along with such information from the Clerk's
records as is necessary to determine the regularity and
validity of the issuance of the Refunding Bond.
As provided in the Agreement, the Bondholder, upon
receipt of written instructions from the Company, shall pay
the proceeds of the Refunding Bond directly to the holders
of the Refunded Bonds and thereby effect the Loan to the
Company. Such written instructions from the Company and
payment to the holders of the Refunded Bonds shall be made
on the date of issuance of the Refunding Bond. The Company
shall pay all accrued interest owing on the Refunded Bonds
to the holders thereof at the same time as the Bondholder
makes the payment from the proceeds of the Refunding Bond as
aforesaid, thereby causing the Refunded Bonds to be redeemed.
section 6. Source of Payment. As provided in the
Agreement, Loan Payments sufficient in time and amount to
pay the Bond Service Charges as they come due are to be paid
by the Company directly to the Bondholder for the account of
the Issuer.
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Tne Issuer hereby covenants and agrees that, so
long as the Refunding Bond is outstanding, the Issuer will
diligently and promptly proceed in good faith and use its
best efforts to enforce the Agreement, and that, should
there be an Event of Default under the Agreement, the Issuer
shall fully cooperate with the Bondholder to protect fully
the rights and security hereunder of the Bondholder. Nothing
herein shall be construed as requiring the Issuer to use or
apply to the payment of Bond Service Charges any funds or
revenues from any source other than Pledged Receipts.
Section 7. Covenants of the Issuer. In addition
to other covenants of Issuer in this Bond Legislation contained,
the Issuer further covenants and agrees as follows:
( a) Payment of Bond Service Charges. The Issuer
will, solely from Pledged Receipts, payor cause to be paid
the Bond Service Charges on the Refunding Bond on the dates,
at the places and in the manner provided herein and in the
Refunding Bond.
(b) Performance of Covenants, Authority and
Actions. The Issuer will at all times faithfully observe
and pe~form all agreements, covenants, undertakings, stipu- ,
lations and provisions contained in the Bond Legislation,
the Agreement, the Bond Purchase Agreement, the Conditional
As signment, the Refunding Bond executed and delivered here-
under, and all proceedings of Issuer pertaining to the
Refunding Bond, the Bond Purchase Agreement, the Agreement
and the Conditional Assignment. The Issuer warrants and
covenants that it is, and upon delivery of the Refunding
Bond will be, duly authorized by the Constitution and laws
of the State, including particularly and without limitation
the Act, to issue the Refunding Bond and to execute the Bond
Purchase Agreement, the Agreement and the Conditional
Assignment 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 Refunding
Bond and execution and delivery of the Bond Purchase Agree-
ment, the Agreement, the Refunding Bond and the Conditional
Assignment have been or will be duly and effectively taken;
and that the Refunding 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, Ag reement,
Refunding Bond and the Conditional Assignment is binding
upon each such officer of 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
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Refunding Bend 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,
t rus t, 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 pro-
vided in the Bond Legislation, Bond Purchase Agreement,
Agreement, Refunding Bond and the Conditional As signment,
the Issuer will not create or suffer to be created any debt,
lien or charge on the Pledged Receipts, or make any pledge
or assignment of or create any lien or encumbrance upon the
Pledged Receipts, other than the pledge and assignment
thereof under the Bond Legislation, Bond Purchase Agreement,
Agreement and the Conditional Assignment.
(d) Recordings and F i ling s . The Issuer will, at
the expense of the Company, cause (to the extent required by
the laws of the State to perfect such instruments and/or the
lien created thereby) all necessary financing statements,
amendments thereto, continuation statements and instruments
of similar character relating to the pledges and assignments
made by it to secure the Refunding 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 and the rights of the Bondholder
under the Agreement.
( e) Inspection of Project Books. All books and
documents in the Issuer's possession relating to the Project
or the Pledged Receipts shall at all times be open to inspec-
tion by such accountants or other agents of the Bondholder
as it 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 Bond Purchase Agreement and all instru-
ments given by the Issuer and the Company to secure payment,
or otherwise in connection with the issuance, of the Refunding
Bond whether or not the Issuer is in default of the pursuit
or enforcement of such rights and obligations.
(g) Maintenance of Agreement. The Issuer shall
do all things and take all actions on its part necessary to
comply with the obligations, duties and responsibilities on
the part of the Issuer under the Agreement and will take all
actions within its authority to maintain the Agreement in
effect in accordance with the terms thereof and to enforce
and protect the rights of the Issuer thereunder, including
actions at law and in equity, as may be appropriate.
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(n) Arbitrage Provisions. The Issuer will re-
strict the use of the proceeds of the Refunding Bond in such
manner and to such extent, if any, as may be necessary,
after taking into account reasonable expectations at the
time the Refunding Bond is delivered to the Bondholder, so
that it will not constitute an arbitrage bond under Section
103(c) of the Internal Revenue Code of 1954, as amended, and
the regulations promulgated under that Section. The Fiscal
Officer, or any other officer having responsibility with
respect to the issuance of the Refunding Bond, is authorized
and directed, alone or in conjunction with any of the fore-
going or with any other officer, employee, consultant or
agent of the Issuer or the Company, and upon receipt of
satisfactory indemnities, to give an appropriate certificate
of the Issuer, for inclusion in the transcript of proceedings
for the Refunding Bond, setting forth the reasonable expec-
tations 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 Refunding Bond.
(i) Federal Tax Election. This Legislative
Authorlty hereby elects to have the limitation on capital
expenditures specified in Section 103(b)(6)(D) of the
Internal Revenue Code of 1954, as amended, applied to the
Refunding Bond, and the execution and filing with the Internal
Revenue Service of a statement regarding such election, as
provided by the rules and regulations of the Internal Revenue
Service, by the Executive Officer or the Fiscal Officer is
hereby authorized, approved, ratified and confirmed.
Section 8. Bond Purchase Agreement, Agreement
and Conditional Assignment. 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 Assignment to the Bondholder in substantially
the forms submitted to the Issuer, which instruments are
hereby approved, with such changes therein not inconsistent
with this Bond Legislation and not substantially adverse to
the Issuer as may be permitted by the Act and approved by
the 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 Condi-
tional Assignment by said officer or officers.
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,
Section 9. Other Documents. The Executive
Officer and the Fiscal Officer are each hereby further
authorized and directed to execute financing statements,
other assignments and any other instruments as are, in the
opinion of the Legal Officer and bond counsel to the Issuer,
necessary to perfect the pledges set forth herein and to
consummate the transactions provided for in the Bond Purchase
Agreement and Agreement, including, bu t not limited to, Form
8038 to be filed by the Issuer with the Internal Revenue
Service.
Section 10. Compliance with Section 121.22, Ohio
Revised Code. It is hereby found and determined that all
formal actions of this Legislative Authority concerning and
relating to the passage of this Bond Legislation were taken
in an open meeting of this Legislative Authority, and that
all deliberations of this Legislative Authority and of any
of its committees, if any, that resulted in such formal
action, were taken in meetings open to the public, in fu 11
compliance with applicable legal requirements, including
Section 121.22 of the Ohio Revised Code.
Section 11. Prevailing Rates of Wages. As provided
in Section 165.031, Ohio Revised Code, all laborers and
mechanlcs employed on the Project shall be paid at the
prevailing rates of wages of laborers and mechanics for the
class of work called for by the Project, which wages shall
be determined in accordance with the requirements of Chapter
4115 of the Ohio Revised Code, for determination of prevailing
wages, provided that should the Company or other non-public
user beneficiary of the Project undertake, as part of the
Project, construction to be performed by its regular collective
bargaining unit employees who are covered under a collective
bargaining agreement which was in existence prior to the
date of the commitment instrument undertaking to issue the
Refunded Bonds, then, in that event, the rate of pay provided
under the collective bargaining agreement may be paid to
such employees. The Bondholder shall have no responsibility
to assure compliance with this Section.
Section 12. Emergency--Effective Date. Th is Bond
Legislation is hereby declared to be an emergency measure
the immediate passage of which is necessary for the preser-
vation of the public peace, health and safety and for the
further reason that this Bond Legislation must be immediately
effective in order to eliminate the hazards and expenses to
the Issuer and its people resulting in the lack of job
opportuni ties; wherefore, this Bond Legislation shall take
effect and be in force immediately upon its passage.
13
,
Passed by Council this 17th day of September, 1984.
~~krvv
Villa e Manager '
Attest:
/J
J~ ~ (LJ~~~
C'1e rk of Vi lage Council
~ aS7- fom, C-
Law Dir~;;r ~
I, Frances M. Urban, Clerk of the Village Council
of the Village of Dublin, Ohio, do hereby certify that the
foregoing is a true and correct copy of the original ordinance
as passed by the Village Council of the Village of Dublin,
Ohio on September 17, 1984.
/l
-I"/d<7'1~ M ~'7" 'CLU~ J
F ances M. Urban
Clerk of Village Council
Dated: September 17, 1984
4 leleby certify fflat Copics f tho .
\lite DOSted ;" the Vii/a e v 0 '~ ~JnancelReSOlution
Section 731 25 of the 011' i R ~ Dublm /I) accordance flitf!
. 7 10 eVlsed Code.
~~?~7 ~. ~(U~~
Cleric Of Council
14