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HomeMy WebLinkAbout75-80 Ordinance .. . ~ ~ -. 3.04 . (~H;~ 1~"" ~b 'I j ORDINANCE NO. ./ I I AN ORDINANCE AUTHORIZING THE VILLAGE OF DUBLIN, OHIO TO ENTER INTO AN AGREEMENT WITH INVERNESS INVESTMENT COMPANY (AN OHIO PARTNERSHIP) AUTHORIZING SUCH PARTNERSHIP TO COMMENCE THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF A PROJECT WITHIN THE BOUNDARIES OF , THE VILLAGE TO BE FINANCED THROUGH THE ISSUANCE AND SALE OF INDUSTRIAL DEVELOP- MENT REVENUE BONDS OF THE VILLAGE. WHEREAS, the Village of Dublin (the "Issuer"), by virtue of the laws of the State of Ohio, particularly Chapter 165, Ohio Revised Code, and the authority therein mentioned, wishes to take the necessary actions for the issuance of revenue bonds in the aggregate principal amount now estimated to be approximately $200,000 for the purpose of financing the costs of the improvements of real and personal property, constituting completion of a new commercial facility by Inverness Investment Company (the "Partnership") to be leased by Inverness Investment Company to Dryden, Inc. and other commercial tenants for use by such tenants as an office and warehouse facility for commercial purposes, and for related purposes, located in the Village (the "Project"); and WHEREAS, this Village Council has considered the matters set forth in an Agreement of even date herewith in the form attached hereto as Exhibit A; NOW, THEREFORE, BE IT ORDAINED by the Village Council of the Village of Dublin, State of Ohio: I Section 1. This Village Council does hereby find and determine that: (a) The Project will be a "project" within the meaning of that term as defined in Section l65.01, Ohio Revised Code; and (bl The Project is consistent with the purposes of Section 13 of Article VIII, Ohio Constitution, to create or preserve jobs and employment opportunities and to improve the economic welfare of the people of the Issuer and the State of Ohio. Section 2. The Agreement between the Issuer and the Partnership, in the form attached hereto as Exhibit A and incorporated herein by this reference, which Agreement at Section I provides that the Partnership is authorized to acquire, construct, improve and equip a commercial facility for the purposes of providing an office and warehouse complex, is hereby adopted and approved. ~) , ..~, . . ..' ~ Section 3. The Mayor of the Village of Dublin and the . Clerk-Treasurer of the Village of Dublin, and either of them, are hereby authorized and directed to execute said Agreement and to take such other actions as may be reasonable, necessary or appropriate in accordance with the provisions thereof. Section 4. It is found and determined that Emens, Hurd, Kegler & Ritter be and are hereby employed as bond counsel to prepare proceedings for and approve the issuarice of bonds described in the preamble hereto; and that the fees , and expenses of said bond counsel be paid by the Partnership or from bond proceeds, and shall in no event be charged to the Issuer. Section 5. It is found and determined that all formal actions of this Village Council concerning and relating to the passage of this ordinance were undertaken in an open meeting of this Village Council and that all deliberations of this Village Council that resulted in such formal actions were in meetings open to the public in compliance with Section 121.22 of the Ohio Revised Code. Section 6. This ordinance is hereby declared to be an emergency measure, the immediate passage of which is necessary for the preservation of the public peace, health and safety and for the further reason that this ordinance must be immediately effective in order to eliminate the hazards and expenses to the Issuer and its people resulting in the lack of job opportunities; wherefore, this ordinance shall take effect and be in force immediately upon its passage. Passed this 3r~ day of November, 1980. I ~:~j ~ President Mayor ATTEST: Clerk-Treasurer I, Richard Termeer, Clerk-Treasurer of the Village of Dublin, Ohio, do hereby certify that the foregoing is a true and correct copy of the original ordinance as passed by the V~lage Council of the Village of Dublin, Ohio on November J!!!..., 1980. Date: , 1980 Richard Termeer Clerk-Treasurer -2- . . . , .. . . . EXHIBIT A AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the _ day of , November, 1980, between the Village of Dublin, Ohio (herein- after called the "Issuer"), a village organized and existing under the Constitution and laws of the State of Ohio, and Inverness Investment Company (hereinafter called the "Partnership") , an Ohio General Partnership, for the purposes of creating or preserving jobs and employment opportunities and improving the economic welfare of the people of the Issuer and the State of Ohio (hereinafter called the "State"), WIT N E SSE T H: WHEREAS, the Partnership desires to improve and equip real and personal property constituting completion of a new commercial facility to be leased by the Partnership to I Dryden, Inc. and other commercial tenants for use by such tenants as an office and warehouse facility for commercial purposes, and related purposes, located in the Village (the "Project"); and WHEREAS, the Partnership has evidenced a desire to finance such acquisition, construction, improvement, equipping and certain necessary expenses from the proceeds of Industrial Development Revenue Bonds of the Issuer (hereinafter called the "Bonds") issued pursuant to the authority of Article . - r : ~ . . VIII, Section 13, of the Ohio Constitution and Chapter 165 of the Ohio Revised Code, in a principal amount not to exceed $200,000; and WHEREAS, the Project will create or preserve jobs and , employment opportunities for residents of the Issuer and improve the economic welfare of the Issuer and its people; and WHEREAS, the Issuer is willing to issue the Bonds and desires that such added jobs and employment opportunities be provided at the earliest possible moment and that the economic improvement produced by the acquisition, construction, improvement and equipping occur at the earliest possible time; NOW, THEREFORE, in consideration of the foregoing, the Issuer and the Partnership hereby agree as follows: I. The Partnership shall promptly proceed with the I preparation of plans and specifications for the improvement I and equipping of the Project which will provide additional jobs and employment opportunities and improve the economic welfare of the Issuer and the State, and the Partnership will provide, or cause to be provided at its own expense, the necessary interim financing to permit such acquisition, construction, improvement and equipping to commence promptly. The Partnership also agrees that upon the issuance of the Bonds of the Issuer it will, at least to the extent financed , with the proceeds of Bonds, enter into a loan agreement with -2- '- \, - r , ' . . the Issuer under which the Partnership will make loan payments sufficient to pay the principal of any premium and interest on such Bonds and such additional payments as may be required or provided by law and the bond resolution, to , pay all taxes and special assessments, if any, and whatever sums may be required for operation, maintenance and depreciation of the Project. The parties hereto further agree that the Partnership shall be reimbursed from the proceeds of the Bonds for the costs incurred directly or indirectly for or in connection with the Project whether such costs shall be incurred prior to, at or after delivery of the Bonds. 2. The Issuer will, subject to the requirements and provisions of law, enact the legislation necessary to authorize the issuance of the Bonds and the execution of such loan agreement on behalf of the Issuer, provided that the Bonds shall not represent or constitute a debt or a I pledge of the faith and credit of the Issuer and shall not obligate or pledge any moneys raised by taxation, but the repayment of the principal of and any premium and interest on the Bonds shall be made solely and only from moneys realized from the loan agreement or moneys derived from the lease, sale, use or other disposition of the Project. The Bonds and accompanying documents shall have such terms as shall be approved by bond counsel, the Partnership, the purchaser of the Bonds, and the Issuer; and the Issuer will deliver the Bonds to the purchaser or purchasers thereof -3- - . ~ . . designated by the Partnership and will cooperate to its fullest extent in consummating the transaction. 3. In order to induce the Issuer to execute and deliver this Agreement and ultimately to issue the Bonds as , aforesaid, the Partnership hereby agrees to defend, indemnify and hold the Issuer and any and all officials thereof harmless against any and all loss, cost, expense, claims or actions arising out of or connected with the issuance of the Bonds as aforesaid and all proceedings relating thereto. The parties hereto agree that the Partnership is hereby authorized to transfer all of its rights and obligations hereunder to a corporation, partnership, limited partnership or other entity in which the Partnership has a controlling or management interest. 4. All wages paid to laborers and mechanics employed on the Project shall be paid at the prevailing rates of I wages of laborers and mechanics for the class of work called for by the Project, which wages shall be determined in accordance with the requirements of Chapter 4115, Ohio Revised Code, for determination of prevailing wage rates; provided that if the Partnership undertakes, as part of the Project, construction to be performed by its regular bargaining unit employees who are covered under a collective bargaining agreement which was in existence prior to the date of this Agreement, the rate of pay provided under the applicable collective bargaining agreement may be paid to such employees. -4- ---.~._- - ~ " . '.. . 1 4 IN WITNESS WHEREOF, the Issuer, pursuant to an ordinance passed by its Village Council on November ___, 1980, has caused this Agreement to be executed by the Mayor of the Village of Dublin and the Clerk-Treasurer of the Village of , Dublin, and the Partnership has caused this Agreement to be executed by its duly authorized partner, all as of the day and year first above written. INVERNESS INVESTMENT COMPANY VILLAGE OF DUBLIN, OHIO By By ~~L~'~J L~~ David R. Dryden Mayor " Its Managing Partner By Clerk-Treasurer APPROVED AS TO FORM: Solicitor I -5- -