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HomeMy WebLinkAbout013-86 Ordinance February 17, 1986 ORDINANCE NO, 1j?-86 The Village Council of the Village of Dublin, Ohio, met in regular session on ~hi s da te i~""l Counci 1 . Chambers at 6665 Coffman Road, Dublin, Ohio, with the following members present: Mr. Amorose Dr. Lewis Mr. Close Ms. Maurer Mr. Jankowski Mr. Rozanski Mr. Sutphen Mr. Amorose offered the following ordinance and moved the adoption of the same, which was duly seconded by _ Mr. Sutphen . ORDINANCE NO. /~-86 AN ORDINANCE AUTHORIZING AMENDMENT OF THE $4,500,000 INDUSTRIAL DEVELOPMENT FIRST MORTGAGE REVENUE BOND (DISCOVERY SYSTEMS PROJECT) OF THE VILLAGE OF DUBLIN, OHIO, IN ORDER TO REVISE CERTAIN PAYMENT TERMS THEREOF; AUTHORIZING AMENDMENT OF THE PROMISSORY NOTE ISSUED IN CONNECTION WITH SAID BOND; AUTHORIZING MODIFICATION OF THE LOAN AGREEMENT BETWEEN THE VILLAGE AND JEFFREY M. WILKINS AND CONFIRMING ASSIGNMENTS OF THE SAID LOAN AGREEMENT AND THE NOTE; DECLARING AN EMERGENCY; AND FOR RELATED PURPOSES. WHEREAS, the Village of Dublin, Ohio (the "Issuer"), a municipal corporation and political subdivision in and of the State of Ohio, in accordance with Section 13 of Article VIII of the Ohio Constitution and Chapter 165 of the Ohio Revised Code, by Ordinance No, 79-85 ("Bond Ordinance") duly passed on December 16, 1985, authorized the issuance, sale and delivery of its Village of Dublin, Ohio Industrial Development First Mortgage Revenue Bond (Discovery Systems Project), dated December 31, 1985, in the principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000) and numbered R-l (the "Bond"); WHEREAS, the Bond was purchased by Bank One, Columbus, N.A. , a national banking association (the "Bondholder'l) , having its principal place of business in Columbus, Ohio; WHEREAS, the Issuer loaned the proceeds of the sale of the Bonds to Jeffrey M. Wilk:i,.ns, an individual (the "Borrower"), to assist the Borrower in financing the acquisition, construction, improvement, furnishing and equipping of real and personal property, comprising a new industrial and commercial facility, located within the boundaries of the Issuer (the "Project") to be leased to The Wilkins Company, an Ohio corporation doing business as Discovery Systems (the "Company"), which loan was made pursuant to a Loan Agreement (the "Loan Agreement" ) , dated as of December 1, 1985, between the Issuer and the Borrower; WHEREAS, the Borrower's obligation to repay such loan was evidenced by a Promissory Note (the "Note"), dated as of December 31, 1985, in the principal amount of Four Million Five Hundred Thousand Dollars ($4,500,000), delivered by the Borrower and payable to the order of the Issuer; and WHEREAS, the Issuer, the Borrower, the Company and the . Bondholder desire to ( i ) amend the Bond and the Note to provide . for revised p~yment terms, (ii) amend the Loan Agreement to the extent necessary or appropriate in accordance with such revised payment terms,. and (iii) clarify that the Note, the Bond and the -2- Loan Agreement, as amended, each incorporate by reference the respective amendments of the others; NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Dublin, Ohio: Section 1. Approval of Amendment of Bond. The Bond, including amended payment terms, shall be substantially in the form of Bond No. R-2 attached hereto as Exhibit A and incorporated herein by this reference and the same is hereby authorized and approved, Section 2. Authorization and Approval of Amended Documents. The amendments to the Loan Agreement and the Note to be made in connection with the aforesaid amendment of the Bond shall be substantially in the forms and subject to the terms set forth in the Amendment of Loan Agreement and the Amended Promissory Note attached hereto as Exhibits Band C, respectively, and incorporated herein by this reference, and the same are hereby authorized and approved, Section 3. Execution of Documents. The Executive Officer and the Fiscal Officer of the Issuer (as defined in the Bond Ordinance), and each of them, are hereby authorized and directed to execute and deliver the amended Bond in the form of No. R-2, the Amendment of Loan Agreement and the Amended Promissory Note in substantially the forms submitted to the Issuer, which instruments are hereby approved, with such changes therein as may be approved by the officer(s) executing the same, The approval of any such changes by said,officer(s) shall be conclusively evidenced by the execution of the said Bond, as -3- amended, the Amendment of Loan Agreement and the Amended Promissory Note, Section 4, Other Documents and Certifica~es. The Executive Officer, the Fiscal Officer of the Issuer and the Clerk of the Legislative Authority of the Issuer (as defined in the Bond Ordinance), and each of them, are hereby authorized and directed to execute and deliver such other instruments and certificates as are necessary or appropriate to consummate the transactions provided for in, or contemplated by, this Ordinance and the documents herein authorized. Section 5. Compliance with Section 121.22 of Ohio Revised Code. It is hereby found and determined that all formal actions of the Legislative Authority of the Issuer concerning and relating to the passage of this Ordinance were taken in an open meeting of the Legislative Authority, and that all deliberations of the Legislative Authority and of any of its committees that resulted in such formal action were taken in meetings open to the public, in full compliance with applicable legal requirements, including Section 121.22 of the Ohio Revised Code. Section 6. Emergency - Effective Date. This Ordinance is hereby declared to be an emergency measure and immediate passage of which is necessary for the i~ediate preservation of the public peace, health, safety and welfare and for the further reasons that the 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; -4- this Ordinance shall take effect and be in force immediately upon its passage. Passed by Council this 17th day of February, 1986, ~.. Mayor Village of Dublin Attest: /7 J~m,t~ C!erk of ViI ag Council Director of Law I, Frances M. Urban, Clerk of the Village Council of the Village of Dublin, Ohio, do hereby certify that the foregoing is a true and correct copy of the original ordinance as passed by the Village Council of the Village of Dublin, Ohio, on February 17, 1986. ~~~~ Frances M. rb Clerk of Village Council Dated: February '17, 1986 I hereby certify that copies of this Ordinance/Resolution were posted in the Village of Dublin in accordance with Section 731.25 of the Ohio Revised Code. JAa?U'./~ >>;. ~~ Clerk of Council -5- .