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19-84 Resolution Resolution No. 19-84 VILLAGE COUNCIL OF THE VILLAGE OF DUBLIN, OHIO December 17, 1984 Council Member Mr. David Amorose introduced and moved the adoption of the following resolution: RESOLUTION AGREEING TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE VILLAGE FOR THE "".... PURPOSE OF ASSISTING M H PARTNERS TO ACQUIRE, BY PURCHASE AND CONSTRUCTION, REAL AND PERSONAL "- PROPERTY CONSTITUTING AN OFFICE FACILITY, AUTHORIZING THE FILING OF AN ELECTION UNDER SECTION 103{b) (6) (D) OF THE INTERNAL REVENUE CODE OF 1954, AS AMENDED, AND DECLARING AN EMERGENCY. WHEREAS, on November 15, 1984 and December 3, 1984 the DUBLIN AREA COMMUNITY IMPROVEMENT CORPORATION (the "Agent"), the designated agency for industrial, commercial, distribution and research development for the village of Dublin, Ohio (the "Issuer") did certify to this Council that the Project, as hereinafter described, is in accordance with the plan for industrial, commercial, distribution and research development of the Issuer prepared and approved by the Agent and confirmed by this Council: and WHEREAS, the Issuer by virtue of the laws of the State of Ohio, particularly Chapter 165, Ohio Revised Code, wishes to take the necessary actions for the issuance of Industrial Development First Mortgage Revenue Bonds (the "Bonds") in the maximum aggregate amount of $2,550,000 for the purpose of assisting M H Partners, an Ohio general partnership (the "Company") to acquire, by purchase and construction, real and personal property constituting an office I""" facility (the "project") located within the Issuer, to be principally occupied by Management Horizons, Inc., an Ohio corporation (the "Lessee") as its principal office and research """""" facility: and WHEREAS, the first and second readings of this Resolution occurred at the regular November 19, 1984 and December 3, 1984 meetings, respectively, of the village Council of the Issuer: and WHEREAS, a public hearing concerning the proposed issuance of the Bonds was held at the regular December 17, 1984 meeting of the Village Council of the Issuer, which members of the public were given the opportunity to express their views as to the proposed issuance of the Bonds and to question representatives of the Company, and notice of such hearing was published in one or more newspapers of general circulations available to the residents of the Issuer, setting forth the time and place of such hearing, together ".... with the information required by paragraph f(2) of Temporary Regulation 5f.103-2 promulgated under Section 103 of the United States Internal Revenue Code of 1954, as amended; NOW, THEREFORE, BE IT RESOLVED by the Village Council of the Village of Dublin, Ohio: Section 1. That the Issuer will use its best efforts to authorize and issue, in one or more series, Industrial Development fill"" First Mortgage Revenue Bonds in the maximum aggregate amount of $2,550,000 and will take all further action which is necessary or desirable for that purpose and its officers shall take all actions ~/ necessary or desirable for such purpose. Section 2. That the Issuer, if appropriate, will accept interests in real estate and personal property required for the facility to be financed from the proceeds of the aforesaid bonds~ provide for the use of such facilities by the Company and the Lessee and authorize execution of a financing agreement appropriate for the issuance and sale of the aforesaid bonds and the loan of the proceeds thereof to the Company. Section 3. That the Mayor of the Issuer is hereby authorized and directed to execute on behalf of the Issuer the Agreement attached hereto as Exhibit 1. Section 4. That the Issuer hereby elects to have the provisions of the $10 million limit in Section 103(b) (6) (D) of the Internal Revenue Code of 1954, as amended, apply with respect to the above described bonds, and the Director of Finance of the Issuer is hereby authorized and directed to execute and cause to be filed with the appropriate office of the Internal Revenue Service, on behalf of the Issuer, a document evidencing such election upon receipt from the r Company of a certificate setting forth the information necessary to make such election. '-' Section 5. That it is found and determined that all formal actions of this Council concerning and relating to the adoption of this resolution were adopted in an open meeting of this Council, and that all deliberations of this Council and of 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 6. That, pursuant to Section 4.06 of the Village Charter, it is found and determined that an emergency exists, and that the within resolution is necessary for the immediate -2- - preservation of the public peace, health, safety and welfare, for the reason that this Resolution must take effect at the earliest possible time in order to proceed promptly with the issuance and sale of the Bonds in order to create jobs and advance and promote commercial and economic development within the Issuer. This resolution shall take effect and be in force at the earliest time permitted by law. Council Member Mr. nanip] .J. SlIrphpn seconded the motion and, the "",.... roll being called upon its adoption, the vote resulted as follows: "'-t' Voting: Council Member Mayor James E. Lewis Yes Yes Council Member Barbara Maurer Yes Council Member David Amorose Yes Council Member Dan Sutphen Yes Council Member Catherine Headlee Yes Council Member L. E. Thornton Yes Council Member Michael Close I""""" WITNESS my hand and the Official Seal of the Village, the day and year first above stated. - CERTIFICATE I, Frances Urban, Clerk of the Village Council of the Village of Dublin, Ohio, do hereby certify the foregoing to be a true and exact copy of a resolution adopted by said Council on December 17, 1984. _~tz~A'<J ~. U~ F ances Urba , Clerk 0809D/1781A 12/17/84 ,..... -3- EXH1 81 i i\ AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the 17th day of December, 1984 between the Village of Dublin, Ohio (herein called the "Issuer") , and M H Partners, a general partnership organized and existing under and by virtue of the laws of the State of Ohio (herein called the "Company"), for the purpose of carrying out the public purpose of the Issuer as set forth in Chapter 165, Ohio "",.... Revised Code, including preserving or creating jobs and employment opportunities and improving the economic welfare of the people of .~ the State of Ohio; WHEREAS, the Company desires to have provided for its use property consisting of a new office facility and equipment (the "Project") to be principally occupied by Management Horizons, Inc., a corporation organized and existing under and by virtue of the laws of the State of Ohio (the "Lessee") as Lessee's principal office and research facility at property located within the boundaries of the Issuer; and WHEREAS, the Company has evidenced a desire to have the acquisition, construction and equipping of the Project financed in part from the proceeds of Industrial Development First Mortgage Revenue Bonds of the Issuer (herein called the "Bonds") issued pursuant to Chapter 165, Ohio Revised Code, in an aggregate amount now estimated not to exceed $2,550,000; and WHEREAS, it is the desire of the Issuer that such preservation or creation of jobs and employment opportunities be effected at the earliest possible moment and that the economic improvement produced by the acquisition, construction and equipping occur at the earliest possible time. .,-.. WIT N E SSE T H: '''-"' 1. The Company will promptly commence the acquisition, construction and equipping of the Project which Project will be in furtherance of the public purposes of the Issuer as aforesaid, and the Company will provide, or cause to be provided at its own expense, the necessary interim financing to permit the acquisition, construction and equipping of the Project to promptly commence. Upon the issuance of the Bonds, the Issuer and the Company will enter into an agreement (the "Loan Agreement") with respect to the Project and the financing therefor. The Loan Agreement shall contain such terms and conditions as provided or permitted under said Chapter 165; provided, however, that the Loan Agreement shall require payments sufficient to pay the principal of and premium, if any, and interest on the Bonds. In order to secure the payment of the principal of and premium, if any, and interest on the Bonds, the "... Issuer shall, if requested, also enter into a trust agreement, bond issuing agreement or mortgage which shall have such terms and conditions as may be provided or permitted under said Chapter 165. Upon request of the purchaser or purchasers of the Bonds, the Company shall give and the Issuer or the trustee or mortgagee designated under such trust agreement or mortgage shall, on behalf and for the protection of the holders of the Bonds, accept such other security as may be provided or permitted under said Chapter 165. The Issuer shall not have any financial responsibility with """" respect to the Bonds or the Project except from "revenues" (as defined in Section 165.01, Ohio Revised Code) derived by the Issuer .......... with respect to the Bonds and the Project. 2. Upon receipt of a request from the Company so to do, the Issuer will promptly: (a) file with the Director of Development of the State of Ohio a Notice of Intent to Issue Bonds, as provided in Executive Order 84-39 of the Governor of the State of Ohio, in such amount up to $2,550,000 as the Company shall specify in such request; (b) hold the public hearing required by Section 103 (k) of the united States Internal Revenue Code of 1954, as amended, after published notice thereof, at a regularly scheduled meeting of the Council; and (c) issue the Bonds, maturing in such amounts and terms, bearing interest at such rate or rates, payable on such dates and containing such optional and mandatory redemption features r- and prices as are requested by the Company and will deliver the Bonds to the purchaser or purchasers thereof and cooperate to its fullest --- extent in consummating the transaction. 3. 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 determined in accordance with the requirements of Chapter 4115, Ohio Revised Code, for determination of the prevailing wage rates; provided that if the Company or any other nonpub1ic user beneficiary of the Project undertakes, as part of the Project, -2- ~ 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, then, in that event, the rate of pay provided under the applicable collective . bargaining agreement may be paid to such employees. To the extent required by Section 4115.032, Ohio Revised Code, the Company shall comply, and shall require compliance by all contractors and subcontractors working on the Project, with all applicable requirements of Sections 4115.03 through 4115.16, inclusive, Ohio ,. Revised Code, including, without limitation, obtaining from the Ohio Department of Industrial Relations (i) its determination of the prevailing rates of wages to be paid for the class of work called ~ for by the Project and (ii) to the extent applicable, its designation of a Prevailing Wage Coordinator for the project, pursuant to Section 4115.032, Ohio Revised Code. 4. The payment of the principal of and any premium and interest on the Bonds shall be made solely from moneys realized from the Financing Agreement or the sale, lease, or other use or disposition of the Project or portions thereof, acquired, constructed and equipped from the proceeds of the Bonds if title to such shall be in the Issuer. 5. In order to induce the Issuer to execute and deliver this Agreement and ultimately to issue the Bonds, the Company hereby agrees to defend, indemnify and hold the Issuer and any and all officers thereof harmless against any and all loss, cost, expense, claims or actions arising out of or connected with the execution of this Agreement and the preparation of proceedings for, and the issuance, sale or delivery of, the Bonds. IN WITNESS WHEREOF, the Mayor of the Village of Dublin, Ohio, acting on behalf of the Issuer pursuant to a resolution of the ~ Village Council adopted on December 17, 1984, has executed this . Agreement and M H Partners has executed this Agreement, all as of the year and date first above written. 1i;..... ATTEST: _;r;~(f~/} "777- {./Ah ./-./ (seal) Ftances Urban, Clerk -3- .--. M H PARTNERS By: Cyrus E. Wilson, , Authorized General Partner The foregoing is approved as to form. ,.,. DIRECTOR OF LAW FOR THE VILLAGE OF DUBLIN, OHIO ---- Stephen J. Smith, Esq. 0809D/1781A 12/17/84 ,- .."" -4- ,."..... AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the 17th day of December, 1984 between the Village of Dublin, Ohio (herein called the "Issuer") , and M H Partners, a general partnership organized and existing under and by virtue of the laws of the State of Ohio (herein called the "Company"), for the purpose of carrying out the public purpose of the Issuer as set forth in Chapter 165, Ohio ~ Revised Code, including preserving or creating jobs and employment opportunities and improving the economic welfare of the people of ....... the State of Ohio; WHEREAS, the Company desires to have provided for its use property consisting of a new office facility and equipment (the "Project") to be principally occupied by Management Horizons, Inc., a corporation organized and existing under and by virtue of the laws of the State of Ohio (the "Lessee") as Lessee's principal office and research facility at property located within the boundaries of the Issuer; and WHEREAS, the Company has evidenced a desire to have the acquisition, construction and equipping of the project financed in part from the proceeds of Industrial Development First Mortgage Revenue Bonds of the Issuer (herein called the "Bonds") issued pursuant to Chapter 165, Ohio Revised Code, in an aggregate amount now estimated not to exceed $2,550,000; and WHEREAS, it is the desire of the Issuer that such preservation or creation of jobs and employment opportunities be effected at the earliest possible moment and that the economic improvement produced by the acquisition, construction and equipping occur at the earliest possible time. r- WIT N E SSE T H: '--' 1. The Company will promptly commence the acquisition, construction and equipping of the Project which Project will be in furtherance of the public purposes of the Issuer as aforesaid, and the Company will provide, or cause to be provided at its own expense, the necessary interim financing to permit the acquisition, construction and equipping of the Project to promptly commence. Upon the issuance of the Bonds, the Issuer and the Company will enter into an agreement (the "Loan Agreement") with respect to the Project and the financing therefor. The Loan Agreement shall contain such terms and conditions as provided or permitted under said Chapter 165; provided, however, that the Loan Agreement shall require payments sufficient to pay the principal of and premium, if any, and interest on the Bonds. In order to secure the payment of the principal of and premium, if any, and interest on the Bonds, the . Issuer shall, if requested, also enter into a trust agreement, bond issuing agreement or mortgage which shall have such terms and conditions as may be provided or permitted under said Chapter 165. Upon request of the purchaser or purchasers of the Bonds, the Company shall give and the Issuer or the trustee or mortgagee designated under such trust agreement or mortgage shall, on behalf and for the protection of the holders of the Bonds, accept such other security as may be provided or permitted under said Chapter 165. The Issuer shall not have any financial responsibility with -- respect to the Bonds or the Project except from "revenues" (as defined in Section 165.01, Ohio Revised Code) derived by the Issuer ~ with respect to the Bonds and the Project. 2. Upon receipt of a request from the Company so to do, the Issuer will promptly: (a) file with the Director of Development of the State of Ohio a Notice of Intent to Issue Bonds, as provided in Executive Order 84-39 of the Governor of the State of Ohio, in such amount up to $2,550,000 as the Company shall specify in such request; (b) hold the public hearing required by Section 103(k) of the United States Internal Revenue Code of 1954, as amended, after published notice thereof, at a regularly scheduled meeting of the Council; and (c) issue the Bonds, maturing in such amounts and terms, bearing interest at such rate or rates, payable on such dates and containing such optional and mandatory redemption features and prices as are requested by the Company and r will deliver the Bonds to the purchaser or purchasers thereof and cooperate to its fullest "- extent in consummating the transaction. 3. 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 determined in accordance with the requirements of Chapter 4115, Ohio Revised Code, for determination of the prevailing wage rates; provided that if the Company or any other nonpub1ic user beneficiary of the Project undertakes, as part of the Project, -2- . . construction to be performed by its regular bargaining unit employees who are covered under a collective bargaining agreement wh ich was in existence prior to the date of this Agreement, then, in that event, the rate of pay provided under the applicable collective bargaining agreement may be paid to such employees. To the extent required by Section 4115.032, Ohio Revised Code, the Company shall comply, and shall require compliance by all contractors and subcontractors working on the Project, with all applicable requirements of Sections 4115.03 through 4115.16, inclusive, Ohio Revised Code, including, without limitation, obtaining from the Ohio - Department of Industrial Relations ( i) its determination of the prevailing rates of wages to be paid for the class of work called for by the Project and ( ii) to the extent applicable, its .,; designation of a Prevailing Wage Coordinator for the project, pursuant to Section 4115.032, Ohio Revised Code. 4. The payment of the principal of and any premium and interest on the Bonds shall be made solely from moneys realized from the Financing Agreement or the sale, lease, or other use or disposition of the Project or portions thereof, acquired, constructed and equipped from the proceeds of the Bonds if title to such shall be in the Issuer. 5. In order to induce the Issuer to execute and deliver this Agreement and ultimately to issue the Bonds, the Company hereby agrees to defend, indemnify and hold the Issuer and any and all officers thereof harmless against any and all loss, cost, expense, claims or actions arising out of or connected with the execution of this Agreement and the preparation of proceedings for, and the issuance, sale or delivery of, the Bonds. IN WITNESS WHEREOF, the Mayor of the village of Dublin, Ohio, acting on behalf of the Issuer pursuant to a resolution of the Village Council adopted on December 17, 1984, has executed this Agreement and M H Partners has executed this Agreement, all as of ",.... the year and date first above written. .~ ATTEST: /7 ~~!/J ~' ~ (seal) ranees Ur an, Clerk -3- . . M H PARTNERS By: Cyrus E. Wilson, Authorized General Partner The foregoing is approved as to form. DIRECTOR OF LAW FOR THE VILLAGE OF ""... DUBLIN, OHIO '..-.' Stephen J. Smith, Esq. 0809D/1781A 12/17/84 r- ......... -4- .' . OHIO DEPARTMENT Of DEVELOPMENT NOTICE OF INTENT Under Ohio Executive Order No. 84-)9 . IMPORTANT: Issuer must file two Or-lg inal 00 NOT WRIT!': IN 'fHIS SPACE I signed copies. Read Executive Order 84-39 Da to Roce i ved carefully. Beeaus~ of the rules therein, Time Received tho f i 1 inlJ of a Not ieo of Intunt too PO!ltud lIy SOOll or in too lan]u an illROUllt will Cun t inn.! t lunNo . prujudi.:c Lhc 1)'/lIlI ilf:ctulJ uIHllJr l/all COli" i nn.J t i "" I)al" --- ..---.-.. I:;xocutive Order. To: Deputy Director By Mail: P. O. Box 1001 Div. of' Economic Development financing Columbus, 0 43216 r Department of Development By Delivery: 23rd Floor State Office Tower 30 E. Broad St. Columbus, 0 43215 ....... , Intent is filed to obtain (check ono): This Notice of I XX Original Confirmation for issuance in 1984 First Renewal of Confirmation (Original confirmation bears No. ) - Subsequent Renewal of Confirmation ( Pr ior Confirmations bear Nos. ) Supplementary Confirmation (Original Confirmation bears No. ) . original Contirmation ~or Ca~rylurw~rd Allu~atiu" The undersigned Issuer hereby gives notice of its intention to issue , bonds or other obligations (-bonds-) duscribed as follows: 1 . Proposed princip~l amount of bonds: S 2,550,000 (If supplo- mentary Confirmation is requested, amount of requestell increaso in.allocation is S ) . 2. Date of inducement resolution or ordinance of Issuer relating to bonds: 12/17/84 3. If previously adopted, date of final resolution or'ordinance of ~- Issuer relating to bonds: . . 4. Anticipated date for delivery of and payment for bonds: 12/31/84 .... 5. App 1 icable I.R.C. Section 103 citation (ch~ck ono): ~ - (b)(4)( ) Inote one or mora parayraphsJ (b)(5) - ~ (b) (6) - ' (e) 6. If bonds are to be issued under IRC Section 103(b)(4)(C) or (D), will the project being financed be owned, for Federal tax purposes, by or on behalf ~f a governmental unit? N/A 7. Description of Project: Constructing, improving and equipping a commercial facility for use by Management Horizons, Inc., an Ohio corporation, as its principal office and research facility. 8. Address of Project Location (street address, municipality, . 'Aounty )1' . pproximately 3.0 acre tract located on the ~orth slde of Metro Place North, Dublin, Ohio. 9. Name and Address of Project Owne~: M H Partners, an Ohio general partnership 450 Wilson Bridge Road Worthington, Ohio . ",.... . .. . 10. Name and Address of Issuur: Village of Dublin Dublin, Ohio . 11. Hand Counsel Name, Addruss and Tult.!(Jhunt.! Number: Schwartz, Shapiro, Kelm & Warren (614) 224-3168 250 East Broad Street Columbus, Ohio 43215 Shapiro, 12. Return Confirmation to: Jack S. Levey, Esq. , Schwartz, Kelm & Warren, 250 East Broad Street, Columbus, Ohio 43215 13- Unless this Noticp. of Intent ili f i 1 uti tu "lItain a renew.ll IIr supp lemunt.:sry CUll I. i rJndl i,," .1:'; intli~:..L~:tI .Jb"v<.:, lhe l:itiU\~l. ~ \."vrt l I lVH t1hll the I'n,jvcl itlltl ill/lid:; t.II wh i.:h lllili NuLll.:u ol Intl!lIt rulatcs itrH lIl/t suhjec-t i fl whlll L' CJr in pitrt to cJny ~ C'/nl I rlllo.! L i "11 I.., II: I." '"' '-' i:.:JUt:d. ......, , . 14 . If Notiee of Intl:nt is tor Carryforward Alll)eation for bonds Lo b<.: i:;:jul:d clll<.:t. l'JU4: N/A ( a) The uUlllls it re tu bu issued in lhe 10110wing yedr(:;) LInd ,Unl)U n t l:j ( l:j ) : I (NOTE: After receipt of Confirmation, the Issuer must file wi th the Diructor a copy of the election under Section 103(n)(10) of the Internal Revenue Code, as provided in Executive Order 84-39.) ( b) If applicable, attached hereto is a copy of the notice from . a substantial user uf the Project, which notice was received by the Issuer on or before August 17, 1984 pursuant to Section 631(a)(3) of H.R. 4170. I . By': .. r 15 '1' it 1 c: aqe of Dublin Date: 17, 1984 CON 1"1 RMA'1' 1 ON ,..-. Confirmation is hereby yivun that $ ol the "state ceiling" under Executive Order 84-39 has beena-iTocattld to th~ above described ~'-' bond issue. This Confirmation is numbered and dated as set forth on the first page hureof and is effective only in accordance with the terms of such Executive Order. The aggregate amount of allocations under Executive Order 84-J9 (including this Confirmation) is $ , of which amount an aggreyate of $ represents carryforward allocations under Section 6 of Executive Order 84-39. The undersigntld public official responsible for this Confirmation and allocation hereby certifies under penalty of perjury that the allocation was not made in consideration of any bribe, gift, gratuity or direct or indirect contribution to any political campaign. Director, Ohio Department of Development By Ti tle . , . I"""" !