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094-79 Ordinance , . .:~ '"(JeT 2 9 1979f I " . " 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. . , , , " ..; , ,. 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. ~ I ~~MAAJA 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. ~ ~ I -2- , - ',J Exhibit 1 , 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- . , I 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 I ., 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- -2- , . ,,. 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. ~ I 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. I -3- J . ,'f#- . . 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. I -4-