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073-86 Ordinance ORDINANCE NO. 73-86 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $2,100,000 ADJUSTABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE VILLAGE OF DUBLIN, OHIO (RIVER'S EDGE THREE PROJECT) FOR THE PURPOSE OF PROVIDING FUNDS TO MAKE A LOAN TO RIVER'S EDGE THREE TO ASSIST IN THE FINANCING OF THE COSTS OF THE ACQUISITION, CONSTURCTION AND EQUIPPING OF A PROJECT AS DEFINED IN SECTION 165.01 OF THE OHIO REVISED CODE; PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SAID BONDS; APPOINTING A REMARKETING AGENT; AUTHORIZING A LOAN AGREEMENT WITH RESPECT TO THE PROCEEDS DERIVED FROM THE SALE OF SAID BONDS; AUTHORIZING A TRUST AGREEMENT APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE THE PAYMENT OF PRINCIPAL OF AND ANY PREMIUM AND INTEREST ON SUCH BONDS; AUTHORIZING A CONTRACT OF PURCHASE APPROPRIATE FOR THE SALE OF SUCH BONDS; AND DECLARING AN EMERGENCY. WHEREAS the Village of Dublin, Ohio (hereinafter sometimes called the "Issuer") is a municipal corporation and political subdivision in and of the State of Ohio, and by virtue of the laws of the State of Ohio, including Article VIII, Section 13 of the Constitution of Ohio and Chapter 165 of the Ohio Revised Code, is authorized and empowered, among other things, (a) to make loans to persons to assist in the financing of the costs of acquisition, construction and equipping of commercial facilities within the boundaries of the Issuer, upon certain determinations by the Legislative Authority of the Issuer heretofore made and herein confirmed, (b) to issue revenue bonds of the Issuer for the purpose of providing funds to make such loans, (c) to secure such revenue bonds by a trust agreement between the Issuer and a corporate trustee, including therein the pledge and assignment of revenues from such loans to the payment of such revenue bonds for the benefit of the bondholders, and (d) to enact this Bond Legislation and enter into the Indenture, the Loan Agreement and the Contract of Purchase hereinafter identified, upon the terms and conditions provided therein; and WHEREAS River's Edge Three Limited Partnership (hereinafter sometimes called the "Company") is a limited partnership duly organized under the laws of and qualified to do business in the State of Ohio; and WHEREAS, the Legislative Authority of the Issuer has heretofore found and determined, and does hereby confirm that (a) the property to be acquired, constructed and equipped with the proceeds of the Bonds herein authorized is a "project" within the meaning of that term as defined in Section 165.01 of the Ohio Revised Code, and (b) the utilization of the Facilities (as hereinafter defined) is economically sound and will benefit the -2- ... ~ people of the Issuer by creating or preserving jobs and increasing opportunities for employment and strengthening the economic welfare of the people of the Issuer and the State of Ohio; and the Issuer shall assist in the financing of such property for the purpose of promoting the commercial and economic development of the Issuer, and thereby of the State of Ohio; and WHEREAS, it has been estimated and is determined by the Legislative Authority that the amount necessary to finance the cost of the Facilities, including necessary expenses incidental thereto, will require the issuance, sale and delivery of Project Bonds in the principal amount of $2,100,000 as hereinafter provided, which Bonds are equally and ratably payable from and secured by a pledge and assignment of the revenues to be derived from the Loan Agreement hereinafter identified and further secured by a trust agreement hereinafter provided for between the Issuer and a Trustee; NOW, THEREFORE, BE IT ORDAINED, by the Council of the Village of Dublin, Ohio: Section 1. Authorization of $2,100,000 Industrial Development Revenue Bonds. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided herein, $2,100,000 principal amount of Bonds, pursuant to the authority of Article VIII, Section 13 of the Constitution of Ohio and Chapter 165 of the Ohio Revised Code, for the purpose of providing funds to lend to the Company so that the Company may acquire, construct and equip property comprising an office building complex and the site thereof located in Dublin, Ohio, in order to promote the commercial and economic development of the State of Ohio and benefit the people of the Issuer by preserving and creating jobS and increasing opportunities for employment and strengthening the economic welfare of the people of the Issuer and the State of Ohio. The Bonds shall be designated "Village of Dublin, Ohio Adjustable Rate Industrial Development Revenue Bonds (River's Edge Three Project)". Section 2. Definitions. In addition to the words and terms elsewhere defined in this Bond Legislation, the following words and terms as used in this Bond Legislation and in the Indenture shall have the following meanings unless the context or use indicates another or different meaning or intent and such definitions shall be equally applicable to both the singular and plural forms of any of the words and terms herein defined: "Adjustment Date" means (a) October 1, 1993; (b) prior to the Conversion Date, October I, 1996 and October 1 in each third succeeding year; and (c) the Conversion Date. "Alternate Letter of Credit" means an irrevocable letter of credit issued in accordance with Sect on 4.6 of the Loan Agreement. -3- ... . "Bank" means the issuer of the Letter of Credit, initially Bank One, Columbus, NA, Columbus, Ohio, or in the event of issuance of an Alternate Letter of Credit, the commercial bank which issues such Alternate Letter of Credit. "Bank Interest Rate" means the Bank Interest Rate as defined in the Letter of Credit Agreement; provided, however, that such rate shall not exceed the sum of 3% and the Bank's prime, base or reference rate. "Bond Fund" or "Village of Dublin, Ohio-River's Edge Three Revenue Bond Fund" means the fund created in Section 12 of this Bond Legislation. "Bond Legislation" means this ordinance as the same may be amended, modified or supplemented by any amendments or modifications hereof and supplements hereto entered into in accordance with the provisions of the Indenture. "Bond Registrar" means the Trustee acting in such capacity pursuant to Section 2.04 of the Indenture. "Bondholder" or "horder" means the Person in whose name any Bond is registered. "Bonds" means the industrial development revenue bonds of the Issuer designated "Village of Dublin, Ohio Adjustable Rate Industrial Development Revenue Bonds (River's Edge Three Limited Partnership Project)" identified in Section 1 of this Bond Legislation. "Business Day" means any day of the year, other than: (a) a Saturday; (b) a Sunday; (c) a day on which banks located in the cities in which the principal corporate trust office of the Trustee and the principal office of the Bank are located are required or authorized by law to remain closed; or (d) a day on which The New York Stock Exchange is closed. "Code" means the Internal Revenue Code of 1954, as amended, and references to the Code and Sections of the Code shall include relevant regulations and proposed regulations thereunder and any successor provisions to such Sections, regulations or proposed regulations. "Company" means River's Edge Three Limited Partnership, a limited partnership organized under the laws of and qualified to do business in the State, and its lawful successors and assigns, including any surviving, resulting or transferee entity as provided in Section 5.1 of the Loan Agreement. -4- .. l. "construction Fund" or "Village of Dublin - River's Edge Three Construction Fund" means the fund of that name created in Section 11 of this Bond Legislation. "Contract of Purchase" means the Bond Purchase Agreement among the Original Purchaser, the Company, the Bank and the Issuer, providing for the sale of Bonds to the Original Purchaser. "Conversion Date" means the date upon which the Bonds begin to bear interest at the Fixed Interest Rate, which date shall be established in accordance with Section 8 of this Bond Legislation. "Custodian" means a bank or trust company, organized and existing under the laws of the United States of America or any state thereof which (a) has capital and surplus at least as great as that required under the Indenture for a successor to the Trustee and (b) is qualified to exercise trust powers in the state in which its principal office is located. "Determination of Taxability" means the receipt by the Trustee or a Bondholder of a ruling or technical advice by the Internal Revenue Service in which the Company has participated or a written opinion by an attorney or firm of attorneys of recognized standing on the subject of municipal bonds selected by the Trustee or a Bondholder and approved by the Company, which approval shall not be unreasonably withheld, to the effect that interest on the Bonds is includible in the gross income for federal income tax purposes of a holder (other than a holder who is a "substantial user" of the Facilities or a "related person" as such terms are used in Section 103(b) of the Code). "Eligible Investments" means (i) Government Obligations, (ii) ~ertificates of deposit issued by or other time deposits at banks, savings banks, savings and loan associations or trust companies, including the Trustee or its affiliates, organized under the laws of the United States of America or any state thereof, which have an aggregate of capital, paid in surplus and retained earnings of at least $25,000,000, or issued by or drawn on or deposited at any branch of such a bank, savings bank, savings and loan association or trust company whether within or without the United States of America, (iii) commercial paper or finance company paper, including that of the Trustee or its affiliates but excluding that of the Company or its affiliates, rated "P-l" or "A-I" or their equivalents by either Moody's or S&P or any successor or either, (iv) obligations of any state of the United States of America or any political subdivision or other instrumentality of any such state which are rated "A" or its equivalent or better by either Moody's or S&P or any successor of either, or unrated obligations of any such state or political subdivision which has outstanding other obligations which are so rated, (v) repurchase agreements or variable amount master demand -5- 0. . notes, including those of the Trustee or its affiliates, secured by obligations described in (i) through (iv) of this paragraph, and (vi) shares of any Investment Company whose assets are invested exclusively in obligations described in (i) through (iv) of this paragraph; provided, however, that "Eligible Investments" with respect to any proceeds resulting from a draw under the Letter of Credit shall mean only Government Obligations maturing not more than thirty days after purchase; and provided, further, that "Eligible Investments" with respect to proceeds in the Construction Fund shall mean only obligations described in (iv) of this paragraph, the interest on which is exempt from federal income tax pursuant to Section 103(a)(I) of the Code. "Event of Default" shall have the meaning assigned in Section 8.01 of the Indenture. "Expiration Date of the Letter of Credit" means the date established in the Letter of Credit for the expiration thereof in accordance with its terms, initially October 15, 1993, and in the event such date is modified, such date as modified. "Facilities" means the real, personal and mixed property identified in Exhibit A to the Loan Agreement, together with any additions and improvements thereto, modifications thereof and substitutions therefor. "First Optional Redemption Date" means the October 1 occurring in the year which is a number of years after the Conversion Date equal to the number of years between the October 1 immediately following the Conversion Date (unless the Conversion Date is a October 1, in which case from such October 1) and October 1, 2011, multiplied by 1/2 and (if the product is not a whole number) rounded up to the nearest whole number. "Fixed Interest Rate" means a fixed interest rate to be borne by Bonds maturing October 1, 2011 after the Conversion Date, established in accordance with Section 8 of this Bond Legislation. "Government Obligations" means (a) direct obligations of, or obligations the payment of principal of and interest on which are unconditionally guaranteed by, the United States of America, or (b) certificates or other evidences of ownership interest in obligations of the character described in (a) above or in specified portions thereof, including, without limitation, portions consisting solely of the principal thereof or solely of the interest thereon, which obligations are held by a Custodian as representative of the beneficial owners, or (c) any other obligations ("Other Obligations") fully secured as to principal and interest by obligations or certificates described in clause (a) or (b) above ("a or b obligations"), provided that the a or b obligations are held by a Custodian, pursuant to an escrow or -6- .. ~ other agreement, solely for the benefit of the owners of the Other Obligations. "Indenture" means the Trust Agreement between the Issuer and the Trustee, dated as of the 15th day of September, 1986, including as part thereof this Bond Legislation, as the same may be amended, modified or supplemented by any amendments or modifications thereof and supplements thereto entered into in accordance with the provisions thereof. "Independent Counsel" means any attorney duly admitted to practice law before the highest court of any state and not an officer or a full time employee of the Issuer or the Company. "Independent Tax Counsel" means Independent Counsel selected by the Company and satisfactory to the Trustee, experienced in matters relating to the exemption from federal income tax of interest on obligations issued by states or their political subdivisions. "Interest Payment Date" means the first (1st) day of each April and October, commencing April 1, 1987. "Interest Period" means, prior to the Conversion Date, a period from and including an Adjustment Date to and including the day next preceding the next succeding Adjustment Date, except that the first Interest Period shall be the period from and including October 1, 1986 to and including September 30, 1993. "Investment Company" means an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended. "Issuance Expense Fund" or "Village of Dublin, Ohio--River's Edge Three Issuance Expense Fund" means the fund of that name created in Section 11 of the Bond Legislation. "Issuer" means the Village of Dublin, Ohio, a municipal corporation and political subdivision in and of the State, and its lawful successors and assigns. "Legislative Authority" means the Council of the Issuer and any officer, board, commission or other body which hereafter succeeds, by operation of law, to the powers and duties of such council. "Letter of Credit" means the irrevocable letter of credit issued by the Bank contemporaneously with the original issuance of the Bonds, except that upon the issuance and delivery of an Alternate Letter of Credit, "Letter of Credit" shall mean such Alternate Letter of Credit. -7- .. . . "Letter of Credit Agreement" means the Letter of Credit Agreement, dated as of September 15, 1986, between the Company and the Bank pursuant to which the Letter of Credit is issued by the Bank and delivered to the Trustee, and any and all modifications, alterations, amendments and supplements thereto, and includes any agreement between the Company and the Bank pursuant to which any Alternate Letter of Credit is issued. "Loan" means the loan by the Issuer to the Company of the proceeds from the sale of the Bonds to the Original Purchaser. "Loan Agreement" means the Loan Agreement, dated as of September 15, 1986, between the Issuer and the Company, as from time to time supplemented or amended in accordance with the provisions thereof. "Loan Term" means the period commencing on the date of the Loan Agreement and ending on the date on which the Bonds have been fully paid (or provision for their payment has been made) in accordance with the provisions of the Indenture. "Mandatory Redemption Date" means October 1 in each of the years from 1994 to 2010. "Moody's" means Moody's Investors service, Inc. , a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer, at the request of the Company, by notice to the Trustee and the Bank. "Mortgage" means the Open End Mortgage and Security Agreement, dated as of September 15, 1986, among the Company, the Trustee and the Bank, pursuant to which the Company grants a mortgage on and a security interest in the Facilities, and assigns rents to be derived therefrom, to the Trustee and the Bank as security for the Bonds and the Company's obligations under the Letter of Credit Agreement and the Loan Agreement. "Original Purchaser" means The Ohio Company, Columbus, Ohio "Outstanding Bonds" or "Bonds outstanding" means, as of any date, all Bonds which have been authenticated and delivered by the Trustee under the Indenture except: ( a) Bonds surrendered for and replaced upon exchange or transfer, or Bonds theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; (b) Bonds for the payment or redemption of which sufficient cash funds shall have been theretofore deposited with the -8- t. . - Trustee (whether upon or prior to the maturity or redemption date of any such Bonds), or which are deemed to have been paid and discharged, pursuant to the provisions of the Indenture; provided that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given or arrangements satisfactory to the Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee, shall have been filed with the Trustee; and (c) Bonds in lieu of which others have been authenticated under Sections 2.05 and 2.06 of the Indenture. "Paying Agent" means the Trustee, and its successors, and any other Paying Agent or Paying Agents as may be appointed by the Issuer from time to time with the consent of the Company. "Person" means a natural person, a firm, an association, a partnership, a corporation or a public body. "Project Purposes" means the purposes of conunercial facilities as described in Chapter 165 of the Ohio Revised Code. "Record Date" means with respect to any Interest Payment Date the fifteenth (15th) day of the month next preceding such Interest Payment Date. "Remarketing Agent" means the remarketing agent appointed in accordance with Section 11 of this Bond Legislation. "Principal Office" of the Remarketing Agent shall mean the office thereof designated in writing to the Trustee, the Company, the Issuer and the Bank. "Revenues" means (a) the payments and other amounts which under the Loan Agreement are payable by the Company directly to the Trustee to meet amounts due with respect to the principal of and premium, if any, and interest on the Bonds, (b) all other moneys received by the Issuer, or the Trustee on behalf of the Issuer, in respect of the repayment of the Loan including, but not limited to, moneys drawn under the Letter of Credit and (c) income and profit from the investment of the payments and moneys described in (a) and (b) above, all subject, however, to certain provisions in the Indenture with respect to the Trustee's holding moneys for the benefit of the holders of particular Bonds. "S&P" means Standard & Poor's Corporation, a corporation organized and existing under the laws of the State of New York, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "S&P" shall be deemed to refer to any other nationally recognized securities rating agency designated by the Issuer, at the request of the Company, by notice to the Trustee and the Bank. -9- .. ~ "State" means the State of Ohio. "Trustee" means Ameritrust Company National Association, Cleveland, Ohio, and its successors and any corporation or association resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor trustee at the time serving as successor trustee under the Indenture. Any reference herein to the Issuer, or to any officers thereof, shall include those succeeding to their functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing their functions. Any reference to a section or provision of the Ohio Constitution 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 that no such change in the Constitution or laws (a) shall alter the obligation to pay the principal of and premium, if any, and interest on the Bonds in the amounts and manner, at the times, and from the sources provided in the Bond Legislation and the Indenture, 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, the Trustee, the Bank or the Bondholders under the Loan Agreement or the Indenture. Section 3. Form of Bonds; Maturity; Place of Payment; Execution. The Bonds shall be issued in fully registered form only in the denomination of $5,000 or any integral multiple thereof requested by the Bondholder. The Bonds shall be numbered as determined by the Trustee and shall mature, subject to prior redemption upon the terms and conditions hereinafter set forth, on the dates and in the principal amounts, and shall bear interest during the first Interest Period at the rates, set forth in the following table: Principal Interest Rate Date Amount for First Interest Period October 1, 1989 $ 50,000 6.00% October 1, 1990 55,000 6.25% October 1, 1991 60,000 6.50% October 1, 1992 65,000 6.75% October 1, 1993 70,000 7.00% October 1, 2011 1,800,000 7.00% Principal of and premium, if any, and interest on the Bonds shall be payable in lawful money of the United States of America from funds available therefor under the Indenture, without deduction for services of any Paying Agent. Principal of and premium, if any, on each Bond shall be paid to the holder thereof upon presentation -10- .. . and surrender of such Bond as it becomes due at the principal corporate trust office of the Trustee. Interest on each Bond shall be payable by check drawn upon the Paying Agent and mailed on each Interest Payment Date to the holder of such Bond as of the close of business on the Record Date next preceding the Interest Payment Date at the registered address of such holder as it shall appear as of the close of business on such Record Date on the registration books maintained pursuant to the Indenture notwithstanding the cancellation of any of such Bonds upon any exchange or transfer thereof subsequent to the Record Date and prior to such Interest Payment Date, except that, if and to the extent that there shall be a default in the payment of the interest due on such Interest Payment Date, such defaulted interest shall be paid to the holder in whose name any such Bond is registered at the close of business on the fifth (5th) Business Day next preceding the date of payment of such defaulted interest. Notwithstanding the provisions of the immediately preceding paragraph, a holder of Bonds in an aggregate principal amount of $100,000 or more may, by notice to the Paying Agent, direct the Paying Agent to make payments of interest on such holder's Bonds by means of wire transfers, in immediately available funds, to a banking institution located in the United States of America designated in such notice for the account of such holder. The Bonds shall be executed by the City Manager and the Director of Finance, provided that such signatures may be facsimilies. Each Bond shall bear interest from and including October 1, 1986, or if authenticated after October 1, 1986 from and including the last date to which interest shall have been paid on the Bonds until payment of the principal or redemption price thereof shall have been made or provided for in accordance with the provisions of the Indenture, whether at maturity, upon redemption or otherwise. Interest on Bonds shall be paid on each Interest Payment Date and shall be computed on the basis of a 360-day year and twelve 30-day months. Section 4. Interest Rate Prior to Conversion Date. For the first Interest Period, the Bonds shall bear interest at the rates set forth in Section 3 of this Bond Legislation. Thereafter, for each Interest Period ending before the Conversion Date, the interest rate on the Bonds shall be a rate determined by the Remarketing Agent, in its discretion, to be that rate which, if borne by all of the Bonds, would, in the judgment of the Remarketing Agent, having due regard to prevailing financial market conditions, be the interest rate necessary (but not in excess of the rate necessary) to enable the Remarketing Agent to remarket all Outstanding Bonds on the Adjustment Date occurring in such Interest Period at a price equal to 100% of the principal amount thereof. -11- ~ . The determination of the interest rate on the Bonds by the Remarketing Agent, as provided in this paragraph, shall be conclusive and binding upon the Issuer, the Company, the Trustee, the Bank and the holders of the Bonds. Notwithstanding anything to the contrary contained herein, during any period, either before or after the Conversion Date, in which the Bank is the holder of any Bonds delivered to the Bank pursuant to any draw under the Letter of Credit, the interest rate borne by such Bonds (and only such Bonds) shall be the Bank Interest Rate. For the second Interest Period and each Interest Period thereafter ending prior to the Conversion Date, the interest rate to be borne by the Bonds shall be determined as provided in this Section 4 as of, and shall be made available by the Remarketing Agent to the Company, the Trustee and the Bank on, the twelfth Business Day next preceding the first day of such Interest Period. Section 5. Optional Redemption. (a) On and after October 1, 1993 and prior to the Conversion Date, Bonds maturing October 1, 2011 are subject to redemption by the Issuer, at the option of the Company, in whole at any time or in part in integral multiples of $5,000 on any Interest Payment Date at a price equal to 100% of the principal amount redeemed plus accrued interest to the redemption date. Any such redemption shall be made solely from proceeds drawn under the Letter of Credit. (b) The Bonds are subject to redemption by the Issuer, at the option of the Company, in whole at any time or, to the extent permitted by Section 4.3(c) of the Loan Agreement, in part in inverse order of principal maturities and in integral multiples of $5,000 on any Interest Payment Date, at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date, in the event of (1) condemnation of the Facilities or any part thereof to the extent provided in Section 4.3(c) of the Loan Agreement or (2) exercise by the Company of its prepayment option as provided in Section 4.3(d) of the Loan Agreement. Prior to the Expiration Date of the Letter of Credit, any such redemption shall be made solely from proceeds drawn under the Letter of Credit. (c) After the Conversion Date, Bonds maturing October 1, 2011 are subject to redemption by the Issuer, at the option of the Company, on or after the First Optional Redemption Date, in whole at any time or in part -12- ~ ~ on any Interest Payment Date in integral multiples of $5,000, on a date selected by the Company at the redemption prices (expressed as percentages of the principal amount redeemed) set forth in the following table plus accrued interest to the redemption date: Redemption Redemption Dates Prices First Optional Redemption Date through the following September 30 103% First Anniversary of the First Optional Redemption Date through the following September 30 102% Second Anniversary of the First Optional Redemption Date through the following September 30 101% Third Anniversary of the First Optional Redemption Date and thereafter 100% Prior to the Expiration Date of the Letter of Credit, any such redemption shall be made from proceeds drawn under the Letter of Credit; provided, however, that if the redemption price of the Bonds exceeds 100% of the principal amount redeemed plus accrued interest thereon, such excess shall be paid from moneys on deposit in the Bond Fund other than proceeds drawn under the Letter of Credit. (d) If less than all of the Bonds are called for redemption (regardless of whether such redemption is at the option of the Company or pursuant to any mandatory redemption provisions of the Indenture), the selection of Bonds or portions thereof to be called shall be made by lot in such manner as the Trustee shall determine; provided, however, that Bonds held by the Bank as a result of any draw under the Letter of Credit shall be selected for redemption prior to any other Bonds. (e) The Issuer, or the Company on behalf of the Issuer, shall give the Trustee written notice of an election to redeem Bonds pursuant to this Section 5 at least ten (10) Business Days prior to the latest day on which the Trustee may give the Bondholders notice of redemption pursuant to subsection (a) of Section 9 of this Bond Legislation. (f) Except as provided in subsection (b) of this Section 5, Bonds maturing prior to October 1, 2011 shall not be subject to optional redemption. -13- ~ . Section 6. Mandatory Redemption. (a) Upon the occurrence of a Determination of Taxability, the Bonds are subject to mandatory redemption by the Issuer at a redemption price of 100% of the principal amount redeemed plus accrued interest to the redemption date on the sixtieth (60th) day following the date of such Determination of Taxability. The Bonds shall be redeemed in whole unless, in the opinion of Independent Tax Counsel the redemption of a portion of the outstanding principal amount of the Bonds would have the result that the interest payable on the Bonds remaining outstanding after such redemption would not be included in the gross income for federal income tax purposes of any holder of the Bonds (other than a holder who is a "substantial user" of the Facilities or a "related person" within the meaning of Section 103(b) of the Code), in which event only such portion of the outstanding Bonds shall be redeemed. Prior to the Expiration Date of the Letter of Credit the redemption price shall be paid solely with proceeds drawn under the Letter of Credit. (b) Bonds maturing pn October 1, 2011 are also subject to mandatory redemption by the Issuer, in part, at a redemption price of 100% of the principal amount redeemed plus accrued interest to the redemption date in accordance with the sinking fund requirements set forth in Section 12 of this Bond Legislation. (c) The Bonds are also Subject to mandatory redemption by the Issuer, in whole, at a redemption price of 100% of the principal amount thereof on the Interest Payment Date immediately preceding the Expiration Date of the Letter of Credit unless such Interest Payment Date is the Conversion Date and the Fixed Interest Rate has been determined by the Remarketing Agent on the basis that no Letter of Credit will secure the payment of principal of or interest on the Bonds after the Conversion Date. Section 7. Purchase of the Bonds. (a) All Bonds maturing on October 1, 2011 shall be purchased by the Trustee on each Adjustment Date at a purchase price equal to the principal amount thereof except Bonds, or portions thereof in an integral multiple of $5,000, with respect to which the Trustee shall have received written directions not to so purchase such Bonds or portions thereof from the holders of the same. Any Bonds not delivered to the Trustee for purchase (other than Bonds with respect to which the Trustee shall have received such written directions not to so purchase) shall nonetheless be deemed to be tendered for sale by the holders thereof and purchased by the Trustee. -14- .. . (b) In the event that Bonds are to be purchased by the Trustee pursuant to subsection (a) of this Section 7, a holder of Bonds may direct the Trustee not to purchase any Bonds or portions thereof owned by him by delivering to the Trustee, at least thirty (30) days before the date fixed for such purchase, an instrument or instruments in writing executed by such holder (i) specifying the numbers of the Bonds held by him, (ii) specifically acknowledging each of the matters set forth in clauses (i) through (viii) of Section 9(b) of this Bond Legislation, and (iii) directing the Trustee not to purchase such Bonds or portions thereof. Any instrument delivered to the Trustee in accordance with this subsection (b) shall be irrevocable with respect to the Bonds for which such instrument is delivered and shall be binding upon subsequent holders of such Bonds. (c) Not less than twenty (20) days prior to each Adjustment Date, the Trustee shall notify the Remarketing Agent, by telephone confirmed promptly in writing, of the aggregate principal amount of Bonds which will be purchased by the Trustee on the Adjustment Date. The Remarketing Agent shall offer such Bonds for sale and shall use its best efforts to sell such Bonds, any such sale to be at a price equal to 100% of the principal amount thereof on the Adjustment Date. (d) On any date on which Bonds are to be purchased by the Trustee in accordance with subsection (a) of this Section 7, the Trustee shall purchase such Bonds with immediately available funds at the purchase price specified therein. Funds for the payment of such purchase price shall be derived solely from the following sources in the order of priority indicated, and neither the Issuer nor the Trustee shall be obligated to provide funds from any other source: (i) proceeds furnished to the Trustee by the Remarketing Agent representing proceeds of the sale of such Bonds by the Remarketing Agent; (ii) moneys representing proceeds of a drawing by the Trustee pursuant to the Letter of Credit; and (iii) moneys furnished by the Company to the Trustee pursuant to Section 4.11 of the Loan Agreement. (e) The Trustee shall hold in a separate account moneys representing the purchase price of Bonds purchased in accordance with this Section 7 until such Bonds have been delivered to the Trustee by the holders thereof. The Trustee shall invest such moneys only in Government Obligations maturing not more than thirty days after purchase, as directed by the Company by telephone and confirmed in writing. -15- ~ ~ (f) Bonds sold by the Remarketing Agent pursuant to subsection (c) of this Section 7 shall be delivered to the purchasers thereof. Bonds purchased by the Trustee with moneys described in clause (ii) of subsection (d) of this Section 7 shall be registered in the name of and delivered to the Bank. Bonds purchased by the Trustee with moneys described in clause (iii) of subsection (d) of this Section 7 shall, at the direction of the Company, be (A) held by the Trustee for the account of the Company, (B) cancelled, or (C) delivered to the Company; provided, however, that any Bonds so purchased after the selection thereof by the Trustee for redemption shall be cancelled. (g) Bonds delivered as provided in subsection (f) of this Section 7 shall be registered in the manner directed by the recipient thereof. (h) Whenever Bonds are delivered to the Bank pursuant to subsection (f) of this Section 7, the Trustee, as Bond Registrar, shall notify the Company of the principal amount of such Bonds and the date of delivery thereof to the Bank (which date of delivery shall be deemed to be the date upon which the draw on the Letter of Credit resulting in such delivery was made). The Trustee shall create and maintain records sufficient to permit the Trustee to determine the interest payable on any Bond during any period in which such Bond is held by the Bank as a result of a draw on the Letter of Credit, and the Trustee shall advise the Company not later than the Business Day immediately preceding each Interest Payment Date as to the amount of such interest. (i) In connection with remarketing of the Bonds pursuant to subsection (c) of this Section 7, the Remarketing Agent will be acting in an agency capacity rather than as principal. Accordingly, the following provisions of this subsection (i) are designed to provide protection to the Remarketing Agent against the risk that any Person which has agreed to purchase a Bond or portion thereof in the remarketing process for any reason fails to pay the purchase price therefor (a "Defaulting Buyer"). Not later than noon on the fourth Business Day after each Adjustment Date the Remarketing Agent shall provide notice to the Company, the Bank and the Trustee of the principal amount of the Bonds remarketed for which the Remarketing Agent has paid the purchase price on behalf of a Defaulting Buyer (which the Remarketing Agent is under no obligation to do) but for which the Remarketing Agent has not been reimbursed by a Defaulting Buyer. On the sixth Business Day after each such Interest Payment Date, the Trustee shall draw such amount under the Letter of Credit and use the moneys so drawn, to pay to the Remarketing Agent the applicable purchase price. In the -16- .. ~ event of any such drawing, and provided such drawing is promptly honored in full, the Bonds purchased with the proceeds of such drawing shall be delivered in accordance with the provisions of subsection (f) of this Section 7. Section 8. Conversion to Fixed Interest Rate. (~ At any time, the Company may, by notice in writing to the Issuer, the Trustee, the Remarketing Agent and the Bank, direct that a Fixed Interest Rate be established for the Bonds maturing on October 1, 2011. The Company's notice shall set forth the Conversion Date desired by the Company, which shall be an Interest Payment Date on or after October 1, 1993 and not less than sixty (60) days after the date of such notice. The notice shall be accompanied by (i) an opinion of Independent Tax Counsel addressed to the Trustee stating that the conversion to a Fixed Interest Rate is authorized and permitted by the Indenture and Chapter 165, Ohio Revised Code, and that such conversion will not adversely affect the exemption of interest on the Bonds from federal income taxation and (ii) the written consent of the Bank to conversion of the Bonds to a Fixed-Interest Rate. On the twelfth (12th) Business Day prior to the Conversion Date, the Remarketing Agent shall determine the Fixed Interest Rate, which shall be the rate which, if borne by all of the Bonds, would, in the judgment of the Remarketing Agent, having due regard to prevailing financial market conditions, be the interest rate necessary (but not in excess of the rate necessary) to enable the Remarketing Agent to remarket all Outstanding Bonds on the Conversion Date at a price equal to 100% of the principal amount thereof. (b) If Bonds maturing on October 1, 2011 are converted to bear interest at a Fixed Interest Rate pursuant to subsection (a) of this Section 8, the Letter of Credit shall be cancelled on the fifteenth (15th) day following the Conversion Date, and the Trustee shall deliver the Letter of Credit to the Bank on such day, unless prior to the day on which the Trustee gives notice of the Conversion Date, in accordance with subsection (b) of Section 9 of this Bond Legislation, the Trustee has received (i) written notification from both the Company and the Bank stating that the Letter of Credit is not to be cancelled on such day and (ii) written notification from the Bank that, upon delivery of the Letter of Credit to the Bank on the Conversion Date, the Bank will forthwith issue in favor of the Trustee an Alternate Letter of Credit. -17- . .. (c) If pursuant to subsection (b) of this Section 8, the Letter of Credit is not to be cancelled on the fifteenth (15th) day following the Conversion Date, then on the Conversion Date the Trustee shall deliver the Letter of Credit to the Bank in exchange for the Alternate Letter of Credit described in subsection (b) of this Section 8. Section 9. Notices of Redemption or Adjustment Date. (a) In the event any Bonds are called for redemption, the Trustee, on behalf of the Issuer, shall give notice of such redemption, which notice shall (i) identify the Bonds or portions thereof to be redeemed, the redemption date, the redemption price and the place or places where the amounts due upon such redemption shall be payable (which shall be the principal corporate trust office of the Trustee) and (ii) state that on the redemption date the Bonds to be redeemed shall cease to bear interest. Such notice may set forth any additional information relating to such redemption. Such notice shall be given at least thirty (30) days prior to the redemption date. Notwithstanding the foregoing, notice of the redemption of Bonds held by the Bank as a result of a draw under the Letter of Credit shall be sufficient if given to the Bank by the Company or the Trustee, by telephone, not less than one (1) Business Day prior to the redemption date. Prior to the Expiration Date of the Letter of Credit, the Issuer shall not request the Trustee to give notice of an optional redemption of Bonds (other than Bonds held by the Bank as a result of a draw under the Letter of Credit), and the Trustee shall not give any such redemption notice, unless the Trustee is holding moneys in the appropriate account in the Bond Fund sufficient to pay the redemption price of such Bonds. (b) The Trustee, on behalf of the Issuer, shall give notice of each Adjustment Date, which notice shall include a statement (i) of the date on which the Bonds are to be purchased by the Trustee, (ii) if applicable, that (A) the Letter of Credit shall terminate fifteen (15) days after the Adjustment Date, or (B) an Alternate Letter of Credit will be delivered to the Trustee on the Adjustment Date, (iii) that any ratings of the Bonds by Moody's or S&P may be withdrawn or reduced from the ratings on the Bonds then prevailing, (iv) that the Indenture provides that Bonds are required to be delivered to the Trustee for purchase on the date specified in such notice, and that Bonds not delivered to the Trustee on such date shall nonetheless be deemed to have been purchased by the Trustee (unless the holders thereof have directed the Trustee not to purchase such Bonds or portions thereof) and, accordingly, no interest subsequent to the date specified in such notice shall be payable to such holders, -18- . ~ .. (v) of the rights of the holders to direct the Trustee not to purchase Bonds held by them, and the method of exercising such rights, (vi) that on the Adjustment Date designated in such notice the Trustee shall hold moneys equal to the purchase price for all Bonds not delivered on such date, in trust, for the holders of such Bonds, which moneys shall be paid upon surrender of Bonds to the Trustee, (vii) that the interest rate to be borne by the Bonds effective on the Adjustment Date will be determined by the Remarketing Agent on the twelfth (12th) Business Day prior to the Adjustment Date, and (viii) that if the Adjustment Date is the Conversion Date, after the Conversion Date the Bonds will bear interest at the Fixed Interest Rate until final maturity. If an Alternate Letter of Credit is to be delivered to the Trustee on the Adjustment Date, such notice shall also state (i) the issuer of such Alternate Letter of Credit and include a brief description of such issuer and (ii) the expiration date of the Alternate Letter of Credit. Such notice shall be given at least forty-five (45) days prior to the Adjustment Date. (c) Any notice requjred to be given pursuant to subsections (a) or (b) of this Section 9 shall be given by mailing a copy thereof by registered or certified mail to the holder of each Bond (provided, however, that a notice of redemption need be given only to holders of Bonds to be redeemed in whole or in part) at the address for such holder shown on the registration books maintained by the Trustee pursuant to the Indenture. Failure to give such notice by mailing, or any defect in such notice, to the holder of any Bonds shall not affect the validity of the proceedings with respect to any other Bonds. (d) If, because of the temporary or permanent suspension of regular mail service, or for any other reason, it is impossible or impractical to mail such notice ofredemption or purchase in the manner herein provided, then such other manner of giving notice in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient notice. Failure to give or receive such notice with respect to any Bond shall not affect the validity of any proceedings for the redemption or purchase of any other Bonds. (e) Any notice required to be given pursuant to subsection (a) or (b) of this Section 9 shall also be given to the Bank by telephone or telegraph, promptly confirmed in writing. Immediately after the redemption or cancellation of any Bonds, the Trustee shall promptly notify the Bank, in accordance with the provisions of the Letter of Credit, of the aggregate principal amount of Bonds redeemed or cancelled and the aggregate principal amount of Bonds Outstanding after such cancellation or redemption. -19- ~ .. Section 10. Sale of the Bonds. The City Manager or the Director of Finance of the Issuer, and either of them, are hereby authorized and directed to execute and deliver the Contract of Purchase in substantially the form submitted to the Legislative Authority, which form of Contract of Purchase is hereby approved in all respects with such changes as shall not be inconsistent with the terms and provisions of this Bond Legislation and not substantially adverse to the Issuer as may be permitted by law and approved by the officer executing the same. The approval of such changes by such officer, and the determination that such changes are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Contract of Purchase. The City Manager or the Director of Finance of the Issuer, and either of them, are hereby authorized and directed to make the necessary arrangements on behalf of the Issuer to establish the date, location, procedure and conditions for the delivery of the Bonds to the Original Purchaser and to take all steps necessary to effect due authentication, delivery and security of the Bonds under the terms of this Bond Legislation and the Indenture, and it is hereby determined that the price and the interest rate for the Bonds and the manner of sale, as provided in this Bond Legislation and in the Contract of Purchase, are in the best interest of the Issuer and consistent with all legal requirements. The preparation, use and circulation by the Original Purchaser of an official statement relating to the Bonds in accordance with the Contract of Purchase is hereby authorized, and any member of the Legislative Authority is hereby authorized and directed to execute the final official statement in substantially the form heretofore presented to the Legislative Authority. The Issuer has not confirmed, and assumes no responsibility for the accuracy or completeness of, any of the information in the official statement or any supplements thereto. Section 11. Creation of Construction Fund and Issuance Expense Fund; Deposit of Proceeds of Bonds. There are hereby created by the Issuer and ordered maintained as separate bank accounts in the custody of the Trustee a trust fund to be designated "Village of Dublin, Ohio - River's Edge Three Construction Fund" and a trust fund to be designated "Village of Dublin, Ohio -- River's Edge Three Issuance Expense Fund". From the aggregate amount received from the sale of the Bonds, $8,400 shall be deposited in the Issuance Expense Fund and the accrued interest received upon the sale of the Bonds shall be deposited in the Bond Fund created in Section 12 of this Bond Legislation. The balance of such amount shall be deposited in the Construction Fund. Moneys in the Construction Fund shall be held in trust by the Trustee for the purposes set forth in this Bond Legislation and shall be invested in accordance with Section 14 of this Bond Legislation and disbursed in accordance with the provisions of the Loan Agreement. The Issuer covenants and agrees to take all necessary and appropriate action promptly in approving and -20- .. . . ordering all such disbursements. The Trustee is hereby authorized and directed to make any such disbursement from the Issuance Expense Fund or the Construction Fund in accordance with the provisions of the Loan Agreement, to transfer moneys and investments from the Issuance Expense Fund to the Construction Fund as provided in Section 3.8 of the Loan Agreement and to transfer moneys and investments from the Construction Fund to the Bond Fund as provided in Section 8.05 of the Indenture. Section 12. Source of Payment; Creation of Bond Fund. All payments by the Company pursuant to Sections 4.1, 4.3 or 4.12 of the Loan Agreement are to be remitted directly to the Trustee for the account of the Issuer and deposited in the Bond Fund, except that monies drawn under the Letter of Credit shall be maintained by the Trustee in a separate account. Such payments are required to be sufficient in amount to pay the principal of and premium, if any, and interest on the Bonds, and the entire amount of such payments is pledged to the payment of the principal of and premium, if any, and interest on the Bonds. There is hereby created by the Issuer and ordered maintained as a separate account in the custody of the Trustee a trust fund to be designated "Village of Dublin, Ohio - River's Edge Three Revenue Bond Fund". As and for the sinking fund requirements for the mandatory retirement of Bonds maturing on October 1, 2011, but subject to the next following paragraph, the aggregate of the payments which are to be deposited in the Bond Fund shall be sufficient to redeem (after credit as provided below) on the Mandatory Redemption Date, in each of the years set forth below the following principal amount of Bonds: Principal Principal Year Amount Year Amount 1994 $ 55,000 2002 $ 90,000 1995 60,000 2003 100,000 1996 60,000 2004 105,000 1991 65,000 2005 110,000 1998 10,000 2006 120,000 1999 15,000 2001 125,000 2000 80,000 2008 135,000 2001 85,000 2009 145,000 2010 155,000 There will remain $165,000 in outstanding principal amount of Bonds at the stated maturity date of October 1, 2011, if not previously called for redemption. -21- " . . At its option, the Company, on behalf of the Issuer may (a) deliver to the Trustee for cancellation Bonds maturing on October 1, 2011 in any aggregate principal amount desired or (b) receive a credit in respect of the redemption obligation of the Issuer as set forth above for any Bonds maturing on October 1, 2011 which prior to such date have been redeemed (other than through the operation of the sinking fund requirements of this Bond Legislation) or delivered to the Trustee for cancellation and not theretofore applied as a credit against any mandatory redemption obligation. Each Bond so delivered or previously redeemed shall be credited by the Trustee at 100% of the principal amount thereof against the obligation of the Issuer on such Mandatory Redemption Date to the extent of such obligation, and the principal amount of the Bonds to be redeemed by operation of the sinking fund requirements of the Bond Fund shall be accordingly reduced. On or before the forty-fifth (45th) day next preceding each Mandatory Redemption Date, the Company shall furnish the Trustee and the Bank with a certificate indicating whether or not and to what extent the provisions of (a) and (b) of the next preceding paragraph are to be availed of with respect to such sinking fund payment. The Issuer shall redeem an aggregate principal amount of Bonds at 100% of the principal amount thereof equal to the difference between the sinking fund requirement set forth in the above table and the principal amount of Bonds applied as a credit against such requirement. The Issuer hereby covenants and agrees that so long as any of the Bonds issued hereunder are outstanding it will deposit, or cause to be deposited, in the Bond Fund sufficient Revenues promptly to meet and pay the principal of and premium, if any, and interest on the Bonds as the same become due and payable. The Issuer further covenants and agrees that should there be a default or Event of Default under the Loan Agreement the Issuer shall fully cooperate with the Trustee and with the Bondholders to the end of fully protecting the rights and security of the Bondholders. Nothing herein shall be construed as requiring the Issuer to use or deposit any moneys from any source other than Revenues. Subject to the provisions of Section 4.05 and Section 4.08(c) of the Indenture, moneys in the Bond Fund shall be used solely for the payment of the principal of and premium, if any, and interest on the Bonds and for the redemption of the Bonds at or prior to maturity, all in accordance with the provisions of the Indenture. -22- ~ ~ After the Conversion Date and if no Letter of Credit is in effect with respect to the Bonds, whenever the amount in the Bond Fund, from any source whatsoever, is sufficient to redeem all the Bonds outstanding hereunder and to pay interest to accrue thereon prior to such redemption, the Issuer covenants and agrees that upon the request of the Company it will take and cause to be taken the necessary steps to redeem all of said Bonds on the next succeeding redemption date for which the required redemption notic~ may be given. Nothing in this Bond Legislation is intended to prevent the Company from delivering moneys to the Trustee pursuant to Section 4.3(b) of the Loan Agreement for application as provided in such Section. Section 13. Covenants of the Issuer. In addition to the other covenants of the Issuer in this Bond Legislation and in the Indenture, the Issuer further covenants with the Bondholders and the Trustee as follows: (a) Payment of Principal, Premium, if Any, and Interest. The Issuer will, solely from the sources herein provided, pay the principal of and premium, if any, and interest on every Bond on the dates and at the places and in the manner mentioned in the Bonds according to the true intent and meaning thereof. (b) Performance of Covenants, Authority and Actions. The Issuer covenants that it will faithfully observe and perform at all times all agreements, covenants, undertakings, stipulations on its part to be observed and performed and contained in the Bond Legislation, the Indenture and in any and every Bond executed, authenticated and delivered under the Indenture and in all proceedings pertaining to the Bonds or the Loan Agreement. The Issuer covenants that it is duly authorized by the Constitution and laws of the State, particularly and without limitation Chapter 165 of the Ohio Revised Code, and the authorities therein mentioned, to issue the Bonds authorized hereby and to execute, deliver and perform the Indenture, and to assign and pledge the Revenues in the manner and to the extent herein and in the Indenture set forth; that all actions on its part for the issuance of the Bonds and execution, delivery and performance of the Indenture have been duly and effectively taken, and that the Bonds in the hands of the holders thereof are and will be valid and binding special obligations of the Issuer according to the terms thereof. All the obligations and duties of the Issuer and its officers in its behalf, under the Loan Agreement, this Bond Legislation and the Indenture are hereby established as duties specifically enjoined by law and resulting from an office, trust or station of the Issuer and its officers within the meaning of Section 2731.01 of the Ohio Revised Code. -23- ~ .. (c) Maintenance of Lien. The Issuer will not pledge or assign the Revenues, or create or suffer to be created any debt, lien or charge thereon other than the pledge and assignment under this Bond Legislation and Indenture. (d) Inspection of Books. The Issuer covenants and agrees that all books and documents in its possession relating to the Facilities and the Revenues shall at all times be open to inspection by such accountants or other agencies as the Trustee may from time to time designate. (e) Recordinqs and Filings. The Issuer covenants that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered such indentures supplemental hereto and such further acts, instruments and transfers as the Trustee may reasonably require for better pledging and confirming unto the Trustee any right, title and interest assigned, transferred and pledged hereby. The Issuer will cause the Loan Agreement and the Indenture, and any amendments or supplements to either, and 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 Bonds, to be registered, recorded and filed and re-registered, re-recorded and re-filed in such manner and in such places as may be required by law in order at all times fully to preserve and protect the security of the holders of the Bonds and the rights of the Trustee under the Indenture. (f) Rights Under Loan Aqreement. The Loan Agreement, a duly executed counterpart of which upon delivery of the Bonds will have been filed with the Trustee, sets forth the covenants and obligations of the Issuer and the Company, including a provision in Section 7.8 thereof that subsequent to the issuance of Bonds and prior to payment of the Bonds in full or provision for payment thereof in accordance with the provisions hereof and of the Indenture, the Loan Agreement may not be amended, changed, modified, altered, or terminated (other than as provided therein or herein) without the prior written consent of the Trustee, and - reference is hereby made to the Loan Agreement for a detailed statement of said covenants and obligations of the Company under the Loan Agreement. (g) Enforcement of Loan Agreement. The Issuer covenants that it shall do all things on its part necessary to keep the Loan Agreement in effect in accordance with the terms thereof and will take all actions necessary to enforce and protect the rights of the Issuer under the Loan Agreement, including actions at law and in equity, as may be appropriate. Section 14. Investments. Any moneys held as a part of the Bond Fund, the Construction Fund, the Issuance Expense Fund or any other fund or account held by the Trustee pursuant to the -24- ~ .. Indenture or the Loan Agreement shall, at the written-direction of the Authorized Company Representative, as defined in the Loan Agreement, or at the oral direction of such Authorized Company Representative, confirmed as soon as practicable in writing, be held as a cash account or be invested or reinvested by the Trustee in Eligible Investments. The type, amount and maturity (which shall be such so that the moneys invested will be available to make payments from the respective funds in accordance with the provisions of the Bond Legislation) of such investments shall be as specified by said Authorized Company Representative. Any such investment made by the Trustee may be purchased from or through the Trustee or any affiliate of the Trustee, and such investments shall be held by or under the control of the Trustee and shall be deemed at all times a part of the Bond Fund, the Construction Fund, the Issuance Expense Fund or such other fund or account, as the case may be, and the interest accruing thereon and any profit realized therefrom shall be credited to. such respect i ve fund or account and any loss resulting from such investments shall be charged to such respective fund or account. The Trustee shall sell and reduce to cash a sufficient portion of investments held in any fund or account under the provisions of this Section whenever the cash balance in any such fund or account is insufficient to pay the obligations properly chargeable to such fund or account when due and shall advise the Company when any such action is taken. The Issuer covenants that the Loan Agreement will include a covenant by the Company that moneys in all funds and accounts will be so invested as not to make any of the Bonds arbitrage bonds within the meaning of Section I03(c) of the Code. Section 15. Arbitraqe Provisions. The Issuer will restrict the use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time of the delivery of and payment for the Bonds, so that they will not constitute arbitrage bonds within the meaning of Section l03(c) of the Code. The City Manager and the Director of Finance of the Issuer, and either of them, are authorized and directed, alone or in conjunction with any other officer, employee, consultant or agent of the Issuer, or with the Company or any employee, consultant or agent of the Company, to give an appropriate certificate of the Issuer for inclusion in the transcript of proceedings for the Bonds, setting forth the reasonable expectations of the Issuer regarding the amount and use of the proceeds of the Bonds and the facts and estimates on which they are based, all as of the date of delivery of and payment for the Bonds. The Issuer shall furnish to the Original Purchaser a true transcript of proceedings, certified by the Clerk or Assistant Clerk of the Legislative Authority, of all proceedings with reference to the issuance of the Bonds along with such other information from the records as is necessary to determine the regularity and validity of the issuance of the Bonds. -25- " ~ Section 16. Indenture and Loan Aqreement. In order to secure the payment of the principal of and premium, if any, and interest on the Bonds, the City Manager or the Director of Finance of the Issuer shall execute, acknowledge and deliver, as may be appropriate, in the name and on behalf of the Issuer, the Indenture and the Loan Agreement, in substantially the forms submitted to the Issuer, which instruments are hereby approved in all respects with such changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by law and approved by the officer executing the same. The approval of such changes by such officer, and that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of the Indenture and the Loan Agreement, respectively, by such officer. The Clerk of Council of the Issuer is hereby directed to insert copies thereof in the record of proceedings of the Issuer with the minutes of this meeting and to certify thereon that the same is in the form so submitted to the Issuer and approved by this Bond Legislation and identified herein as the Indenture and the Loan Agreement. The Indenture contains provisions authorized and permitted by Chapter 165 of the Ohio Revised Code, and this Bond Legislation shall constitute a part thereof as therein provided and for all purposes of the Indenture, including the provisions thereof relating to supplemental indentures and to the severability of provisions of the Indenture. Section 17. Remarketinq Aqent. The Ohio Company, Columbus, Ohio, is hereby appointed the Remarketing Agent for the Bonds. The Remarketing Agent shall designate to the Trustee, the Company, the Issuer and the Bank its principal office and signify the acceptance of the duties and obligations imposed upon it under the Indenture by a written instrument of acceptance delivered to the Issuer and the Trustee under which the Remarketing Agent will agree, particularly: (a) to deliver to the Trustee all moneys delivered to it for the purchase of Bonds pursuant to Section 7(c) ,- of this Bond Legislation; (b) to keep such books and records as shall be consistent with prudent industry practice and to make such books and records available for inspection by the Issuer, the Company, the Bank and the Trustee at all reasonable times; and (c) not later than the twelfth Business Day preceding each Adjustment Date, to give telegraphic or telephonic notice, promptly confirmed by a written notice, to the Company, the Trustee and the Bank -26- .. . - specifying the interest rate on the Bonds for the Interest Period commencing on such Adjustment Date, determined pursuant to and in accordance with Section 4 of this Bond Legislation. The Issuer shall cooperate with the Trustee to cause the necessary arrangements to be made and to be thereafter continued whereby Bonds executed by the Issuer and authenticated by the Trustee shall be made available to the Remarketing Agent to the extent necessary for delivery to purchasers thereof. The Remarketing Agent may at any time resign and be discharged of the duties and obligations created by the Indenture by giving at least ninety (90) days' written notice to the Issuer, the Company, the Bank and the Trustee. The Remarketing Agent may be removed at any time, at the direction of the Company upon at least 90 days written notice, by an instrument signed by the City Manager or the Director of Finance of the Issuer and filed with the Remarketing Agent, the Bank and the Trustee. In the event of the resignation or removal of the Remarketing Agent, a successor Remarketing Agent shall be designated by the City Manager or the Director of Finance of the Issuer, at the direction of the Company. Any successor Remarketing Agent shall be authorized by law to perform all the duties imposed upon it by the Indenture and shall be a commercial bank having an aggregate of capital, paid in surplus and retained earnings of not less than $50,000,000 or a member of the National Association of Securities Dealers, Inc. having a capitalization of at least $15,000,000 or having a line of credit with a commercial bank in the amount of at least $15,000,000. Section 18. Other Documents. The City Manager and the Director of Finance of the Issuer, and either of them, are hereby further authorized and directed to execute such certifications, financing statements, assignments and instruments and to accept delivery of such instruments as are in the opinion of the counsel to the Issuer necessary to perfect the pledges set forth in the Indenture and to consummate the transactions provided for in the Indenture, the Loan Agreement and the Contract of Purchase. Section 19. Prevailinq Waqe Rates. All wages paid to laborers and mechanics employed on the Facilities shall be paid at the prevailing rates of wages of laborers and mechanics for the class of work called for by the Facilities, 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 such requirements shall not apply where the federal government or any of its agencies furnished by loan or grant all or any part of the funds used in connection with the Facilities and prescribes predetermined minimum wages to be paid to such laborers and mechanics; and provided, further, that should the Company or other non public user beneficiary undertake -27- ~ ,. construction of the Facilities to be performed by its regular bargaining unit employees who are covered under a collective bargaining agreement which was in existence prior to the Commitment Date, as defined in the Loan Agreement, the rate of pay provided under the collective bargaining agreement may be paid to such employees. To the extent required by Section 4115.032 of the Ohio Revised Code, the Company shall comply, and shall require compliance by all contractors and subcontractors working on the Facilities, with Sections 4115.03 through 4115.16, inclusive, of the Ohio Revised Code. i Section 20. Open Meetinqs. It is found and determined that all formal actions of the Issuer concerning and relating to the adoption of this resolution were adopted in an open meeting of the Legislative Authority, and that all deliberations of the Legislative Authority and any of its committees that resulted in such formal action were in meetings open to the public, in compliance with all legal requirements, including Section 121.22 of the Ohio Revised Code. Section 21. Determination and Approval of Leqislative Authority. Pursuant to Section 165.03, Ohio Revised Code, the Legislative Authority hereby ~inds and determines that the Facilities constitute a "project" as defined in Chapter 165 of the Ohio Revised Code and are consistent with the provisions of Section 13 of Article VIII, Ohio Constitution. The Legislative Authority, as the "applicable elected representative" of the Issuer for purposes of Section 103(k) of the Code, hereby approves the issuance of the Bonds in the principal amount of $2,100,000, the proceeds of which will be loaned to the Company to assist the Company in acquiring, constructing and equipping the Facilities, office building complex (consisting of five office buildings aggregating approximately 29,000 square feet) and the site thereof, which Facilities are located on the east side of U.S. 33 south of Ohio Route 161 in Dublin, Ohio. The Facilities will be owned by the Company and leased to various commercial tenants. - Section 22. Emergency; Effective Date. This ordinance is hereby determined to be an emergency measure, the immediate passage of which is necessary for the preservation of the public peace, health, safety or welfare and for the further reason that the ordinance must be immediately effective so that completion of the acquisition, construction and equipping of the Facilities can be effective as soon as possible in order that the Issuer and its residents may enjoy the benefits of the additional employment opportunities at the earliest time; wherefore, this ordinance shall be in full force and effect immediately f . its passage. Passed: October 6, 1986 Mayor Attest :J/-vfh1,(.k ~ ~~ ' hereby corf( th . v I Y I at COPIPS of th" . II.we DC:::rri in IRe ";/1 - ,,;S OrdlrJanr;p/Reso'ulion "VtL:c ^~ . ,as:; rr..'.' _.'. I Clerk of C cil " e31 'M~ 0:;0 "j . "v~,:;dance w;t1; -28- U """;"". .. .. ,Z/rLl~dQ!/; ~ Clerk of Cow/c:. . - - "'-- -- . - '1..,1 _