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059-79 Ordinance ~ - --~ -:- . , M~'{ 2 1 \979 ORDINANCE NO. -5" 79 AN ORDINANCE AUTHORIZING THE VILLAGE OF DUBLIN, OHIO TO ENTER INTO AN AGREEMENT WITH SHEREX CHEMICAL COMPANY, INC. AUTHORIZING SUCH CORPORATION TO COMMENCE THE ACQUISITION, CONSTRUCTION, IMPROVE- MENT AND EQUIPPING OF A PROJECT WITHIN THE BOUNDARIES OF THE VILLAGE TO BE ""'" FINANCED THROUGH THE ISSUANCE AND SALE I t OF INDUSTRIAL DEVELOPMENT REVENUE BONDS \.I 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 authorities therein mentioned, wishes to take the necessary actions for' the issuance of revenge bonds in the aggregate principal amount now estimated to be approximately $8,500,000 for the purpose of financing the costs of acquisition, construction, improve- ment and equipping of real and personal property comprising an administration and laboratory research facility to be owned and operated by Sherex Chemical Company, Inc. (the "Company") for the purposes of commerce and research and reiated purposes (the Ilproj ect"); and WHEREAS, this Village Council has considered the matters set forth in an Agreement of ev~n 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: c.... .... Section 1. This Village Council does hereby find .. . and determine that: (a) The Project will be a IIprojectll within the meaning of that term as defined in Section 165.01, Ohio Revised Code; and (b) 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 Company, in the form attached hereto as Exhibit A and incorporated herein by this reference, which Agreement at Section 1 provides that the Company is authorized to acquire, construct, improve and equip an administration and laboratory research facility for the purposes of commerce and research and related purposes, 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 reason- able, necessary or appropriate in accordance with the pro- visions thereof. Section 4. 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 0 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 5. 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 ~ day of May, 1979. Ma~~er f~~ j~L/ President Pro ~empore ,-... 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 Village Council of the Village of Dublin, Ohio on May 1:1-, 1979. DATE: ..JD IW ^, , 1979 . jkLuJ ~ Rl.chard Termeer Clerk-Treasurer -2- " .~. " r EXHIBIT A AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the ;ll~7 day of May, 1979, between the Village of Dublin, Ohio (hereinafter ,.., called the "Issuer"), a village organized and existing under t * the Constitution and laws of the State of Ohio, and Sherex V Chemical Company, Inc. (hereinafter called the "Company"), an Ohio corporation, for the purposes of creating or pre- serving 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 Company desires to acquire, construct, improve and equip an administratidh and laboratory research facility to be located within the boundaries of the Issuer r for the purposes of commerce and research and related pur- I I poses (the "Project"); and '-' WHEREAS, the Company has evidenced a desire to finance such acquisition, construction, improvement and equipping from the proceeds of Industrial Development Revenue Bonds of the Issuer (hereinafter called the "Bonds") issued pursuant to the authority of Article VIII, Section 13, of the Ohio Constitution and Chapter 165 of the Ohio Revised Code, in a principal amount not to exceed $8,500,000; and WHEREAS, the Project will create or preserve jobs and employment opportunities for residents of the Issuer and r". III!l#it l' improve the economic welfare of the Issuer and its people; and WHEREAS, it is the desire of the Issuer that such added jobs and employment opportunities be provided at the r: earliest possible moment and that the economic improvement produced by the acquisition, construction, improvement and \..I equipping occur at the earliest possible time; NOW, THEREFORE, in consideration of the foregoing, the Issuer and the Company hereby agree as follows: 1. The Company shall promptly commence the acquisition, construction, improvement 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 Company will provide, or cause to be provided at its own expense, the necessary interim financing to permit such acquisition, construction, improvement and C equipping to commence promptly. The Company 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 lease or loan agreement with the Issuer under which the Company will make rental or loan payments suffi- cient to pay the principal of and 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 -2- ~ ,- Project. The parties hereto further agree that the Company 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 r: 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 lease or loan agreement on behalf of the Issuer, pro- vided that the Bonds shall not represent or constitute a debt or a 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 the rental, loan payments, revenues, and other income, charges and moneys derived from the lease, sale, use or r other disposition of the Project. The Bonds and accom- panying documents shall have such terms as shall be approved '-' by the Company and the Issuer, and the Issuer will deliver the Bonds to the purchaser or purchasers thereof designated . by the Company 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 Company hereby agrees to defend, indemnify and hold the Issuer and any and all officials thereof -3- " 'iJl!tP -<' 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 Company is hereby autho- rized to transfer all of its rights and obligations here- r; under to a corporation, partnership, limited partnership or other entity in which the Company has a controlling or \..J management interest. 4. All wages paid to laborers and mechanics employed on the Project shall be paid at the prevailing rates of wages of laborers and mechanics for the class of work called for by the Project, which wages shall be deter- mined in accordance with the requirements of Chapter 4115, Ohio Revised Code, for determination of prevailing wage rates; provided that if the Company undertakes, as part of the Project, construction to be performed by its regular bargaining unit emplQyees who are covered under a collective r: 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. IN WITNESS WHEREOF, the Issuer, pursuant to an ordinance passed by its Village Council on May ~, 1979, 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 Company has caused this Agreement to be executed by its duly authorized officer, all as of the day and year first above written. -4- 1"'\ ~. . . - . SHEREX CHEMICAL COMPANY, INC. VILLAGE OF DUBLIN, OHIO By By ~~~ Mayor Its BY~~ Clerk-Treasurer n \J APPROVED AS TO FORM: Stephen J. Smith Solicitor r \.J -5- """ ~~ . . . r VORYS, SATER, SEYMOUR AND PEASE ATTORNEYS AT LAW ARTHUR I. VORYS 1856-1933 52 EAST GAY STREET IN WASHINGTON LOW~Y F. SATER 1867-1935 SUITE 800 SOUTH AUGUSTUS T. SEYMOUR 1873 -1926 POST OFFICE BOX 100B 1800 M STREET, N. W. 202-296-2929 EOWARD L. PEASE 1873-1924 COLUMBUS, OHIO 43216 614-464-6400 CABLE VORYSATER WRITER'S DIRECT DIAL NUMBER 614-464- 6462 e May 14, 1979 Mr. Sherman Sheldon Village Administrator Village of Dublin 6665 COffman Road Dublin, Ohio 43017 Re: Sherex Chemical Company, Inc. - Village of Dublin Industrial Development Revenue Bond Financing Dear Mr. Sheldon: This letter is in further regard to my telephone conversa- tion with Mr. John Strutner, Assistant Village Administrator, last week concerning the captioned proposed financing. As you know, Sherex Chemical Company, Inc. has submitted an application to the Dublin Area Community Improvement Corporation for a proposed project consisting of acquisition of land located within the Village of Dublin and construction of an administration and laboratory research facility. The project is estimated to cost $8,500,000 and B will provide additional jobs and job opportunities in the area. Our firm has been asked to serve as bond counsel. The Dublin Area Community Improvement Corporation has sched- uled a meeting to review the proposed project on Thursday, May 17, at 7:30 p.m. Approval and certification of the project will be requested at that time. If the CIC approves the project and certifies it to be in accordance with the "Plan" for development (being the Agreement executed between the Village of Dublin and the CIC), the next step is to seek approval of the Village Council of the Village of Dublin. Enclosed please find nine copies of the proposed Ordinance and Agreement to Issue Bonds which we have requested be placed upon the agenda of the regular meeting of the Village Council for Monday, May 21, 1979. The Ordinance would confirm the project, approve the Agreement to Issue Bonds, authorize the Mayor and the Clerk-Treasurer to execute the Agreement to Issue Bonds and declare an emergency. It is necessary to pass the ordinance as an emergency ordinance so that ~ ~., . . VORYS. SATER, SE'.YMOUR II PEASE Mr. Sherman Sheldon Page Two May 14, 1979 "official action" (for Federal tax purposes in connection with the interest on the proposed Bonds being free from Federal income tax) will have taken place on May 21. This will permit Sherex Chemical Company, Inc. to proceed to execute a contract for the purchase of e..... land and be reimbursed for such expenses from the proceeds of the .....:... proposed Bond issue. Ordinances for industrial development revenue . bond issues are traditionally passed as emergency ordinances due to the nature of the financing. It is important to note that the Agreement to Issue Bonds makes clear that the "Issuer" (the Village of Dublin) agrees to issue bonds only so long as the Company commences the project and that the Issuer is not and cannot be liable for the payment of the revenue Bonds. Further, Sherex Chemical Company, Inc. agrees to indemnify the Village for any costs or expenses in connection with the issuance of the revenue bonds. I have enclosed nine copies of the Ordinance and Agreement to Issue Bonds and the same number of copies of this letter so that you may distribute copies to the Mayor and Members of the Village Council prior to the May 21 meeting. A separate copy of the Ordinance and Agreement to Issue Bonds is also being hand-delivered on this date to Richard Terrneer, Village Clerk-Treasurer and to Stephen J. Smith, Village Solicitor. Please do not hesitate to call either Phillip Nunnally (464-6286), Philip Johnston (464-6210) or me (464-6462) if you have ~ any questions or comments. () Thank you for your assistance and cooperation. Very truly yours, susa~ns~ SJI:tmv Enclosures cc: Stephen J. Smith, Esq. Richard Terrneer Charles A. Weber HAND DELIVERED ~ " .~ - - VORYS, SATER, SEYMOUR AND PEASE . ATTORNEYS AT LAW ARTHUR J. VolltyS 185e~I.33 52 EAST GAY STREET IN WASHINGTON LOWflty 11'. SATER 1887.1&3. SUITE aoo SOUTH AuGUSTUS T. SEYMOUR '873.uitae POST OF'F'ICE BOX 1008 1800 ""' STREET, N. W. 202-2..-2'29 EOWARO L. PE.4S': 1873-1.24 COLUMBUS, OHIO 43216 614-464-6400 CABLE VORYSATER WRITER'S DIRECT DIAL NUMBER 61"-464- 6462 r; May 14, 1979 \.J Mr. Sherman Sheldon Village Administrator Village of Dublin 6665 Coffman Road Dublin, Ohio 43017 Re: Sherex Chemical Company, Inc. - village of Dublin Industrial Development Revenue Bond Financing Dear Mr. Sheldon: This letter is in further reqard to my t.elEq)bone oonversa- 1:i.Cft vitil ... J'CJAa .~ ,A.aia~ Vi11.,. "'D;i.~1:er, Hat week concerning the captioned proposed financing. As you know, Sherex Chemical Company, Inc. has submitted an application to the Dublin Area Community Improvement Corporation for a proposed project consisting of acquisition of land located within the Village of Dublin and construction of an administration and laboratory research facility. The project is estimated to cost $8,500,000 and r, will provide additional jobs and job opportunities in the area. Our firm has been asked to serve as bond counsel. U The Dublin Area Community Improvement Corporation has sched- uled a meeting to review the proposed project on Thursday, May 17, at 7:30 p.m. Approval and certification of the project will be requested at that time. If the CIC approves the project and certifies it to be in accordance with the "Plan" for development (being the Agreement executed between the Village of Dublin and the CIe), the next step is to seek approval of the Village Council of the Village of Dublin. Enclosed please find nine copies of the proposed Ordinance and Agreement to Issue Bonds which we have requested be placed upon the agenda of the regular meeting of the Village Council for Monday, May 21, 1979. The Ordinance would confirm the project, approve the Agreement to Issue Bonds, authorize the Mayor and the Clerk-Treasurer to execute the Agreement to Issue Bonds and declare an emergency. It is necessary to pass the ordinance as an emergency ordinance so that - '" ~ . - - VORYS. SATER, SEYMOUR a PEASE ., . Mr. Sherman Sheldon Page Two May 14, 1979 "official action" (for Federal tax purposes in connection with the interest on the proposed Bonds being free from Federal income tax) will have taken place on May 21. This will permit Sherex Chemical Company, Inc. to proceed to execute a contract for the purchase of land and be reimbursed for such expenses from the proceeds of the 1:)......... proposed Bond issue. Ordinances for industrial development revenue 'I bond issues are traditionally passed as emergency ordinances due to , the nature of the financing. It is important to note that the Agreement to Issue Bonds makes clear that the "Issuer" (the Village of Dublin) agrees to issue bonds only so long as the Company commences the project and that the Issuer is not and cannot be liable for the payment of the revenue Bonds. Further, Sherex Chemical Company, Inc. agrees to indemnify the Village for any costs or expenses in connection with the issuance of the revenue bonds. I have enclosed nine copies of the Ordinance and Agreement to Issue Bonds and the same number of copies of this letter so that you may distribute copies to the Mayor and Members of the Village Council prior to the May 21 meeting. A separate copy of the Ordinance and Agreement to Issue Bonds is also being hand-delivered on this date to Richard Termeer, Village Clerk-Treasurer and to Stephen J. Smith, Village Solicitor. Please do not hesitate to call either Phillip Nunnally (464-6286),Phi~ip Jobn$ton (464-6210) Qr me (464-6462) if you have any questions or comments. l:J Thank you for your assistance and cooperation. Very truly yours, susan~ns~ SJI:tmv Enclosures cc: Stephen J. Smith, Esq. Richard Termeer Charles A. Weber HAND DELIVERED$ " ~