094-79 Ordinance
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I VILLAGE COUNCIL OF 1Jf?J), 'i L{- 11
THE VILLAGE OF DUBLIN>> OHIO
October 29>> 1979
ORDINANCE AGREEING TO ISSUE INDUSTRIAL DEVELOPMENT REVENUE
BONDS OF THE VILLAGE FOR THE PURPOSE OF ACQUIRING>> BY PURCHASE
AND CONSTRUCTION>> REAL AND PERSONAL PROPERTY CONSTITUTING AN
INDUSTRIAL FACILITY FOR USE BY STANLEY STEEMER>> INTERNATIONAL,
INC.; 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.
r WHEREAS, on October 12, 1979 the Dublin Area Community Improve-
ment Corporation (the "Agent"), the designated agency for industrial, commer-
cial, distribution and research development for the Village of Dublin>>
Ohio (the "Issuer") did certify to this Council that the Project, as here-
inafter 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 CdUncil; 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 Revenue Bonds in the
" I maximum aggregate amount of $1,250,000 for the purpose of assisting in the
financing of real and personal property constituting a~ industrial facility
(the "Project") for use by Stanley Steemer International, Inc. within the
Issuer; and
WHEREAS, Stanley Steemer International, Inc. is a corporation duly
organized under the laws of the State of Ohio;
NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of
Dublin, Ohio:
Section 1. That the Issuer will use its best efforts to author-
ize and issue, in one or more series, Industrial Development Revenue Bonds
in the maximum aggregate amount of $1,250,000 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 Stanley Steemer International, Inc. and authorize execution of a financing
agreement and indenture of trust.
Section 3. That the Mayor and the Clerk-Treasurer of the Issuer are
I hereby authorized and directed to execute on behalf of the Issuer the Agreement
attached hereto as Exhibit 1.
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I 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 Mayor and the Clerk-Treasurer, or either of them, be and they hereby
are authorized to execute and cause to be filed with the appropriate office
of the Internal Revenue Service on behalf of the Issuer an election in the
form of Exhibit 2 attached to this ordinance.
Section 5. It is found and determined that all formal actions
of this Council concerning and relating to the adoption of this ordinance
were adopted in an open meeting of this Council, and that all deliberations
of this Co~cil 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. This ordinance is hereby declared to be an emergency
measure necessary for the preservation of the public peace, health and
safety of the Village and its inhabitants for the reason that this ordinance
must be immediately effective so that the commencement of the acquisition
and construction of the facility above-described can be begun as soon as
possible in order that the Village and its residents may enjoy the benefits
of additional employment opportunities at the earliest time; wherefore this
ordinance shall take effect and be in force from and immediately after its
passage.
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Passed: October 29, 1979
Attest: fl>>.~~ ~(Y#lp;"<~ ~~i?J
President Pro Tempore
Clerk-Treasurer
CERTIFICATE
I, 'B'-liAM(.:) ~M~ , Clerk-Treasurer, hereby certify that
the foregoing is a true copy of Ordinance No. q'l -79 duly adopted by the
Council of the Village of Dublin, Ohio, on the 29th day of October, 1979.
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, - ',J Exhibit 1
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I AGREEMENT TO ISSUE BONDS
THIS AGREEMENT, entered into as of the 29th day of October, 1979
between the Village of Dublin (herein called the "Issuer"), and Stanley
. Steemer International, Inc., a corporation 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 creating jobs and employ-
ment opportunities and improving the economic welfare of the people of the
State o~ Ohio;
WHEREAS, the Company desires to have provided for its use property
comprising an industrial facility consisting of an office and manufacturing
facility (herein called "Project") at property located in Dublin, Ohio; and
WHEREAS, the Company has evidenced a desire to have the construc- .
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tion and equipment of the Project financed in part from the proceeds of
Industrial Development Revenue Bonds of the Issuer (herein called the
"Bonds") issued pursuant to Chapter 165, Ohio Revised Code, in an aggre-
gate amount now estimated not to exceed $1,250,000; and
. WHEREAS, it is the desire of the Issuer that such added jobs and
employment opportunities be provided at the earliest possible moment and
that the economic improvement produced by the construction and equipment'
occur at the earliest possible time. i
WIT N E SSE T H:
1. The Company will promptly commence the construction and
equipment of the Project which Project will be in furtherance of the public
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purposes of the Issuer as aforesaid, and the Company will provide, or
I cause to be provided at its own expense, the necessary interim financ-
ing to permit construction and equipment of the Project to promptly
commence. Upon the issuance of the Bonds, the Issuer and the Company
will enter into an agreement (herein called "Financing Agreement") with
respect to the Project and the financing therefor. The Financing Agree-
ment shall contain such terms and conditions as provided or permitted
under said Chapter 165; provided, however, that the Financing 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 or mortgage
which shall have such terms and conditions as may be provided or permitted
, I under said Chapter 165. Upon request of the purchaser or purchasers
of the Bonds, the Company sh?ll give and the Issuer or the trustee or
mortgagee designated under such ~rust 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, the Issuer will
promptly issue the Bonds, maturing in such amounts and terms, bearing
interest at such rate or rates, payable on such dates and containing
I such optional and mandatory redemption features and prices as are re-
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quested by the Company and will deliver the Bonds to the purchaser or
I 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 undertakes) as part of the Project) con-
struction to be performed by its regular bargaining unit employees Who
are covered under a collective bargaining agreement which was in exis-
tence 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.
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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 there-
of 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.
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I IN WITNESS WHEREOF, the Village of Dublin, Ohio, pursuant to
an ordinance of the Village Council, adopted on October 29, 1979, has
executed this Agreement and Stanley Steemer International, Inc. has
caused its corporate name to be subscribed hereto by a duly authorized
officer as of the year and date first above written.
VILLAGE OF DUBLIN, OHIO
By
Mayor
By
Clerk-Treasurer
I STANLEY STEEMER INTERNATIONAL, INC.
By
Vice President
The form of the foregoing agreement
is hereby approved by the Village
Solicitor of the Village of Dublin,
Ohio.
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