25-78 Resolution
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I 21-71
RESOLUTION
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A RESOLUTION DESIGNATING DUBLIN AREA COMMUNITY
IMPROVEMENT CORPORATION AS THE AGENCY OF THE
VILLAGE OF DUBLIN, OHIO FOR INDUSTRIAL, COMMER-
CIAL, DISTRIBUTION AND RESEARCH DEVELOPMENT,
CONFIRMING A PLAN FOR SUCH DEVELOPMENT AND
C AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH
SUCH CORPORATION TO ACCOMPLISH SUCH DEVELOPMENT
WHEREAS, Section 13 of Article VIII of the Ohio Consti-
tution provides that, to create or preserve jobs and employment
opportunities and to improve the economic welfare of the people
of the state, it is in the public interest and a proper public
purpose for a village, its agencies or instrumentalities or
corporations not for profit designated by such village as its
agency or instrumentality, to perform the acts and exercise the
powers therein provided; and
WHEREAS, Section 1724.10, Ohio Revised Code, provides
that a community improvement corporation, which under the laws
( of Ohio is a corporation not for profit, may be designated by a
village as its agency for the industrial, commercial, distribution
and research development in said village and that such village may
enter into an agreement with such so designated community improve-
ment corporation which agreement may include one or more of the
provisions of said section of the Revised Code; and
WHEREAS, there is a substantial need for the creation
and preservation of employment opportunities and the improvement
of the economic welfare of the people of the Village, including
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but not limited to the development and encouragement of industry'
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and commerce within the Village, which needs are best met by a
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community improvement corporation; and .
WHEREAS, it is hereby found and determined that the
policy of this Village is to promote the health, safety, moral and
0 general welfare of its inhabitants through the designation by
resolution of a community improvement corporation as the agency of
the Village for industrial, commercial, distribution and research
development in the Village and to that end, for the Village imme-
diately to designate a community improvement corporation as its
agency for such industrial, commercial, distribution and research
development and to enter into an agreement with such community
improvement corporation with respect to a plan for such development
and its implementation, supplementation and amendment;
NOW, THEREFORE , BE IT RESOLVED by the Council of the
Village of Dublin, State of Ohio:
SECTION I. That for the purposes of creating or pre-
C serving jobs and employment opportunities and improving the economic
welfare of the people as provided in Section 13, Article VIII of
the Ohio Constitution, this Village Council, pursuant to the pro-
visions of Section 1724.10, Ohio Revised Code, hereby designates
Dublin Area Community Improvement Corporation as the agency of the
Village of Dublin, Ohio, for the industrial, commercial, distribu-
tion and research development of the Village of Dublin.
SECTION II. That the form of Agreement heretofore pre-
pared by Dublin Area Community Improvement Corporation and submitted
to this Council, and attached hereto as Exhibit A, which Agreement,
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upon due execution by the parties thereto, will constitute the
Plan of Industrial, Commercial, Distribution and Research Development
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for the Village of Dublin, is hereby approved and confirmed by
this Council, and the Mayor of the Village is hereinafter authorized
and directed to execute said Agreement on behalf of the Village
0 with the Corporation.
SECTION III. This resolution shall be divisible as to
any part or parts thereof, and if any part or parts thereof are
declared by a court of competent jurisdiction to be illegal,
unlawful or in violation of the Constitution of the State of Ohio
or of the United States, then the remainder shall not be affected
thereby.
SECTION IV. Three-fourths of all members elected or
appointed to this Council having found and determined this to be
an emergency measure to provide for the public peace, health and
safety by creating employment opportunities within the corporate
limits of the Village of Dublin, this Resolution, upon its passage,
0 shall go into immediate effect.
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Passed: S t1)1 " , 1978
Attest: ~ ~~t../ "iU./"~
Clerk
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CERTIFICATION
I hereby certify that the foregoing is a true and (
correct copy of a resolution duly adopted by the Council of the
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Village of Dublin, Ohio, on this - \1978.
day of_
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Clerk, Council of the Village of
Dublin, Ohio
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AGREDm,'T .
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YHERZAS, in the public interest and ror the public purposes authorized by
Section 13 of Article VIII of the Constitution of the State of Ohio, aud putsuaut
to the provisions of Section 1724.10 of the Revised Code or the State or Ohio '
~d in confotmity vith its polley to pro=te the health, safety, morals and .
i' eneral llelfare of its inhabitan~, the Village of Dublin, a municipal corporation
rganized and existing under the laws of the State of Ohio (hereinafter the
"VUlagelt), has designated Dublin Area Co::;:munity Improvement Corporation, a
cOtmnUIlicy improvement corporation organized and uisting as a corporation not
for profit under the laws of the State of Ohio (hereinafter the ttCorporation")~
as its agency and instrumentality for industrial, commercial, distribution and.
research development in the Village; and
WHEREAS, the Corporation desires to accept such designation and to
constitute and act as such agency and inst:t'Ull1~tality of the VUlage and to
that end has prepared a plan of industrial, commercial, distribution and research .
development for the Village vhich prOvides the extent to vhich the Corporation
. shall participate as the agency and instr~~entality of the Village in carrying
out such plan and such plan has been confirmed by the legislative authority of
the Village. .
NOW, THEREFORE, the Village and the Corporation do mutually agree as
folloW's:
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1. The Corporation~vill constitute and act as the agency+:and ihstrumentality
of the Village fo~ industrial, commercial; distribution and research development
I]: the Village and, as such agency and instrumentality, will partiCipate in
.arrying out the Plan of Industrial, Co~ercial, Distribution and Research
. evelopment for the Village of Dublin, Ohio, hereinafter called the "Planu,
to the extent and in the manner hereinafter provided.
2. This Agreement shall constitute the Plan. From time to time the
Corporation may prepare acendments or supplements to the Plan for submission to
the Council of the Village for confirmation. Said amendments and supplements
shall be effective only when and to the ~~t~nt that they shal~ be confirmed
by the Counc.i1..
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3. It is the purpose of the Vlllage in having designated the Corporation
as its agency and instrumenta~1ty for industrial, commercial, distribution and
research deve~opment, and the purpose of the Corporation in accepting and
agreeing 'to act under such designation, to create jobs and employment opportunities
and to improve the economic welfare of the people of the. Village and of the State
of Ohio by exercising through the Corporation, as the agency and instrumentality of
the Village the eXisting and inherent poyer of the Village and that granted to it
by law. to encourage and cause the maintenancet.location, relocation, expansion,
modernization and equipment of sites, buildings, structures and appurtenant
facilities for industrial, commercial, distribution and research activities
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vithin the Village and thereby to maintain and create additio~al opportunities
for employment with the Village and maint2.u and increase the tax valuation of
property loTi thin the Village in order t~ t tax revenues may be available to
provide services for the preservation of the public peace~ property~ health~
safety~ morals and general welfare of the Village. In order' to accomplish such
I!purposes, the p~ is hereby established ace the Corporation does hereby agree to
participate in the Plan and carry.out its p~avisions. as the agency and.
instrumentality of the Village for industrial~ comra.ercial~ distribution and
research development.
4. The maintenance, location, relocat:ion~ expansion or modernization
of any industrial~ ccmmercial~ distribution or research activity or fac1li~
~thin the Village which ~ill further the afor~said purpose of the Village to
create jobs and employment opportunities and to improve the econo~c welfare
of the people is hereby"identified and herei.nafter referred to as ''Development
Pro j ec t",.
5. The Corporation may cause to be prepared and maintained a current
inventory and catalog of both publicly and privately owned lands~ buildings, or
other improvements which are or may becoae available and which are or may be
suitable for the location~ relocation~ expansion, ~odernization or conversion'
of or to industrial, C01!l!Ilercial, distribution or x:esearch ac,t:ivities and facilitie~:~
in furtherance of the Plan and the accomplis~ent of its purposes. The Corporation
may commence tbe preparation and maintenance of such inventory and catalog
forthwith and co~plete same as soon as prac:icable and thereafter from time
to time suppleoent and ~end said inventory and catalog in orde~ that it may be
currentlv maintained.
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~ 6.' T"ne Corporation may cause an analysis of the social, economic, .
Ii eographic and other advantages w-hich the Village can offer in support of
industrial, co~ercial, distribution or research development and cause such
analysis to be ass~bled and reproduced in a fo~ suitable for distribution
to those which the Corporation seeks to int:rest in such development in the
Village.
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7. From tijne to t:i:me the Corporati.on ~y prepare and present to the
executive and legislative authorities of the Village recommendations for action
to be taken in aid of industrial, eommercial~ distribution and research
develoPment in the Village. Yhere appropriz.te, such recotlII!lendations shall
include the location~ relocation, construction~ extension, modernization,
modification or improvement of public utility or municipal facilities or
services.
8. The Corporation may cause advertiSing, promotional and educational
material to be prepared, printed or othe~Jise reproduced and distributed and
other..rl.se made available to such extent and in such manner as in the judgment
of the Corporation will best assist the industrial, commercial, distribution and
research development in the Village.
IJ 9. The Corporation, in such manner aad by such method as it shall deem
ost effective, shall contact and solicit any person, firm or corporation
",h1Ch then or in the immediate future is likely to or may be induced to locate,
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re!o'cate7 expand7 modify or iJ.uprove industrial, cO't!:i:!1ercial, distribution or
research act~vities or facilities Yithin the Village or wh1ch,then or in the
1.Jc::aediate fuc:ure threatens to terminat;:'e or reduce em.ployment in such
activities or facUities tben existing vith.in the Village (any which person,
firm or corporation is hereinafter called n?rospect:ive Employer"), in order'
to induce said Prospective ~ployer to locate, relocate, ~~pand, modify,
llmaintain or inprove its said ind~strial, eo=mereial, distribution or researeh
....... activities or facilities in the Village ~he:J. such action on the part of the
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Prospective E=ployer will be in accord vith the policy of the Village to
promote the health, safety, morals and general ':Jelfare of its inhabitants
and vill further the purposes of creating jobs and employment opportuuities
and improving the economic welfare of the people.
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10. The Corporation shall promote and encourage the establishment, growth
and maintenance in the Village of industria17 cattmercial, distribution and
research facUities in accordance vith and in furtherance of the purposes
set forth in Section 3 of this Agre~ent, and ~ that end:
a. MaY' insure mortgage payments required by a first mortgage .
on any industrial, econo!:l1ic:, cOm:J:!1ercial or'civic property for
which. funds have Deen loaned by any person, corporation, bank
or financial or lending institution upon such terms 'and conditions
as the Corporation may prescribe.
b. May incur debt, mortgage its property, no matter from what
source and by what method acquired, and issue its ob~igatigns for
the purpose of'~ acquiring, cons t:r'Ucting, improving and equipping
buildings, structures and other properties and acquiring sites
I th~refor, for lease or sale by the Corporation, provided that
such debt shall be solely that of the Corporation and shall not
be secured by the pledge of any ~oneys received or to be-received
from the Village, the State of Ohio, or any political subdivision
thereof.
c. May make loans to any person, f~, partnership, corporation,
joint stock company, association, or trust, and may establish
and regulate the terms and conditions with respect ~o any such.
loans; provided the Corporation sha2l not approve any application
for a loan unless and until the person applying for said loans shows
that he has applied for the loan through, ordinary banking or
cammercial channels and that the loan has been refused bv at least
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one bank or other financial institution.
d. May purcbase, receive, hold, lease~ or otherwise acquire-and
may sell, convey, -transfer, lease, sublease, or otherwise dispose
of real and personal property, together with such rights and
privileges as may be incidental and appurtenant thereto and the use
thereof, including but not restricted to, any real or personal .
property acquired by the Corporation from time to time 1n the satis-
faction of debts or enforce::!lent of obligations.
~ e. May acquire the-good vill, business, rights,'real and personal
property, and other assets, or any part thereof, or :interests
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therein, of auy pers,ons, firms, partnerships, corporations, joint
stock companies, associations, or trusts, and may assume, undertake,
or pay the obligations, debts, and liabil~ties of any such person,
fi~, partnership, corporation, joint stock, company, association, or
trust; may acquire improved or utiim.proved real estate for the purpose
of constructing industrial plants or other business' establishments
E thereon or for the purpose of disposing of such real estate to others
in ~bole or iu part for. the co~struction of industrial plants or
other business establishments; and may acquire, construct or
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reconstruct, alter, repair, maintain, sell, convey, transfer, lease,
sublease, or otherwise dispose of industrial plants or business
establishments.
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f. May acquire, subscribe for, o~,. hold, sell, assign, transfer,
mortgage, pledge, or otherwise dispose of the stock, shares, bonds,
debentures, notes, or other securities and evidences of interest
in, or indebtedness of, any person, firm, corporation, joint stock
company, association, or trust, and \ihile the O"WTler or holder thereof, .
may e~rc:ise all the rights, po~ers, and privileges of ownership,
including tbe right to vote therein.
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g. May mortgage, pledge, or otherwise encumber any property
acquired pursuant to the powers contained in subparag~aphs d, e,
or f of this section. .
h. May make application to the Ohio Development Finance Commission
for insurance or advance comt!1it:letlts for insurance of,: mortg'age
. payments required by a first mortgage on any Development Project
I for vhich the Corporation has 10a~ed its funds or upon vhich the
Corporation has borrowed f~dsJ and may make assignments of the insured
mortgages and provide other for.:s of security in accordance with
provisions of Section 122.451, Revi.sed Code of Ohio.
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i. May solicit, receive and use donations or commitments of money
or other proper~ of any kind ~ha:soever from private corporations,
firms .or organizations.
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11. All revenue bonds issued by the Corporation under Sections 1724.02 .
and 1724.10 of the Revised Code are lawfu2 inves~ents of banks, building and
loan and savings and loan aS$ociations~ deposit guarantee associations~ trust
companies, trustees, fiduciaries~ trustees or other officers having charge
of sinking or bond retirement funds or municipal corporations and other
subdivisions of the state, and of domestic insurance companies ,notwithstanding
Sections 3907.14 and 3925.08 of the Revised Code. '.
. 12. The Corporation 1s hereby authorized to sell or to lease any lands
or interests in lands o~edby the Village dete~ned from time to time by
the Council not to be required by the .Village for its purposes~ for uses
determined by the Council as those that vill pracote the welfare of the
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. people of the Village, stabll~ze the economy, provide employment, and assist
in the develo~ent of industrial, c~ercial, distribution and research
ac tivities to the benef:tt of the people of the Village and wUl prov:tde
additional opportun1ties for their gainful employment. The Council shall .
specify the consideration for such sale or lease and any other terMS thereof.
Any determination made by the Council under this paragraph of this Agreement
~ shall be conclus:!ve. The CorpoJ;at:l.on acting through its officers and 00. behalf
. and as agent of the Village shall,e:xecute the necessary instruments, including
deeds conveying the title of the V1llage or leases, eo accomplish such sale
or lease. Such conveyance or lease shall be made without advertising and
receipt of bids. A copy of this Agreement shall be recorded in the office
of the couney recorder of Franklin County, Ohio, prior to the recording of a
deed or lease executed pursuant to this A$reement. .
13. !hat the Village will convey to the Corporation lands and interests
. in lauds o~ed by the Village and deterwined by the Council not to be required
by the Village for its purposes, and that such conveyance of such land or
interests in land will promote the welfare of the people of the Village,
stabilize the economy, provide employment and assist in the development of
industrial, commercial, distribution and research activities to the benefit of
the people of the Village and provide additional opportunities for their
gainful employment. The consideration for any such lands and interests in
lands so conveyed shall be the fair market value thereof as determined by a
qualified appraiser, designated and employed by. the Village Administrator, and
confirmed by the Council. The terms of any such conveyance shall be as
determined by the Counc~l. The Corporation may also acquire,~~rom ~thers
than the Village, additional lands or inte=ests in lands for such consideration
and upon such terms as the Corporation may agree upon, provided, ho~ever, .
~ that any lauds or interests in land conveyed to the Corporation, by the Village
;,,: or by others, sh.a.ll be conveyed to and used by the Corporation, and held,
used, conveyed or leased by it for uses that will promote the welfare of
the people of the Village, stabilize the economy, provide employment, and assist
in the development of industrial, commercial, distribution and research .
activities required for the people of the Village and for their gainful employment.
Any conveyance or lease by the Village to the Corporation shall be made without
advertising and receipt of bids. ~f any lands or interests in lands conveyed by
the Village to the Corporation are sold by the Corporation at a price in excess
of the consideration received by tbe Village from the Corporation therefor, such
~~cess shall be paid to the Village after deducti~g therefrom,the following costs
to the extent incurred by the Corporation: the costs of acquisition and sale
by the Corporation, taXes, assessments, costs of maintenance, costs of
1mprov~ents to the land by the Corporation, debt service charges of the
CorporatJ..on attributable to such lands or interests, and a reasonable service .
fee determined by the Corporation. .
14. The Activities of the Corporation shall be carried out in accordance
vith the applicable planning and zoning require!!1ents of the Village.
15. The Village shall not be required to make any financial contr:tbutiotls'
to the Corporation and nothing in this Agreement shall be construed as permitting
Ijhe Corporation to obligate the Village except as expressly set forth in this
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16. .~ costs of the Corporation s~~ll be paid solely from the funds
' of the Corporation and the Village need not contribute any moneys to the
Corporation to meet its costs.
17. Not less than two-fifths of the governing board of the Corporat~on
shall be appointed or elected officers of the political subdivisions of the
D State of Ohio which sha1l have designate~ the Corporation as the agency for
i :lncIustrial. c01!l:llercial. distribution and re$erach development. provided that
." at least one appointed or elected office~ from each political subdivision so
designating the Corporation shall be a t:le::lber of the governing board of the
Corporation. .
18.. The Village and the CorporatioD. agree that each will exert its
best efforts to persuade those persons~ firms.aD.d corporations~ over which
neither has control~ to coordinate through the Corporation their activities .
and efforts for industrial~ cOtI!lIlercial~ distribution and research development
in and for the benefit of the Village and its inhabitants.
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19... 'In the event of any voluntary or involuntary dissolution or
liquidation of the Corporation~ or in the event of failure to reinstate
the Articles of Incorporation of the Cor?oration after cancellation thereof,
any remaining assets of the Corporation shall be paid over and distributed
as dete~ined by the governing body of the Corporation with the approval of
the Court of Cowmon Pleas of Franklin Coun=1~ Ohio, to one or ~ore political
subdivisions of the State of Ohio from ~hich on the date of the dissolution,
liquidation or cancellation of the Articles of the Corporation there exists a
designation of the Corpo.ration to act as agen.t for industrial~': comme.rcial
distribution and research development, to be used ~~clusively for designated
civic projects or public charitable purposas.
., 20. The term of this Agreement shall comsence on tbe date of its
IJ making and shall continue in effect theree=ter except as otherrlse in th;i.s
pa=agraph provided. Upon the ~<piration 0= tvelve (12) ~onths after either party
shall have given to the other party notice of intention to withdraw from. thi.s
Agreement, no further actions, agreements, contracts, liabili.ties or obligations
shall be initiated or incurred pursuant to this Agreement, but any action,
agreement~ contract~ 1iabil~ty or obligation which has been commenced~ entered
into, initiated or incUtted prior to the e=!piration of such t'welve-month period
shall not be affected by such withdrawal and this Agreement shall remain in full
force and effect as to any such action, ag::eement~. contract, liability or
obligation and the Corporation shall conti~ue as the Agency of the Village under
this Agreement and the designation made by the Council of the Village of Dublin
in the ord~nance or resolution authorizi~g this Agreement, as to all such actions, ,
agreements, contracts, l:tabilities or obligations. Notice of vithdraWal shall .
be given to the Village by delivering a copy of such notice to the office of the
Clerk of the Councll of the Village of Dublin and to the Corporation by delivering
a copy of such notice to the persoD. in charge of its principal office.
IN WITNESS WHEREOF, the Dublin Area Co~unity Improvement Corporation and
the Village of Dublin, Ohio, have caused this Agreement to be executed in their
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respective names and attested by their duly authorized officers,all as
of the tenth day of January, 1979.
I DUBLIN AREA COMMUNITY IMPROVEMENT
CORPORATION
By (]M/~
President
BYC4d~~
Secretary
VILLAGE OF DUBLIN, OHIO
BY~~~
Mayor
to form:
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