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104-79 Ordinance . .. NO'l1 9 1979 ORDINANCE NO. 1 () 'f.. 71 AN ORDINANCE AUTHORIZING THE VILLAGE OF DUBLIN, OHIO TO ENTER INTO AN AGREEMENT WITH INVERNESS INVESTMENT COMPANY (AN OHIO PARTNERSHIP) AUTHORIZING SUCH PA~TNERSHIP TO COMMENCE THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF A PROJECT WITHIN THE BOUNDARIES OF THE VILLAGE TO BE FINANCED THROUGH THE I ISSUANCE AND SALE OF INDUSTRIAL DEVELOP- MENT REVENUE BONDS 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 authority therein mentioned, wishes to take the necessary actions for the issuance of revenue bonds in the aggregate principal amount now estimated to be approximately $600,000 for the purpose of financing the costs of acquisition, construction, improvement and equipping of real and personal property comprising a commercial facility to be owned and operated by Inverness Investment Company (the "Partnership") for the purpose of providing an office and warehouse complex (the "Project"); and WHEREAS, this Village Council has considered the matters set forth in an Agreement of even 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: Section 1. This Village Council does hereby find and deter- mine that: I (a) The Project will be a "project" 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 Partner- ship, in the form attached hereto as Exhibit A and incorporated herein by this reference, which Agreement at Section 1 provides that the Partnership is authorized to acquire, construct, improve and equip a commercial facility for the purposes of providing an office and warehouse complex, is hereby adopted and approved. a -' '" 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 reasonable, necessary or appropriate in accordance with the provisions thereof. Section 4. It is found and determined that Emens, Hurd, Kegler & Ritter be and are hereby employed as bond counsel to prepare pro- ceedings for and approve the issuance of bonds describ~d in the I preamble heretol and that the fees and expenses of said bond counsel be paid by the partnership or from bond proceeds, and shall in no event be charged to the Issuer. Section 5. It is found and determined that all formal actions of this Village Counci~ concerning and relating to the passage of this ordinance were undertaken in an open 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 6. This ordinance is hereby declared to be an emer- gency 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 opportunitiesl where- fore, this ordinance shall take effect and be in force immediately upon its passage. Passed this /q~day of November, 1979. ~~~ ~~ ~~~ I Mayor President I A~~ Clerk-Treasurer I, Richard Termeer, Clerk-Teasurer 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 November~, 1979. /Date: NOV 1 9 1979 , 1979 ~~... "'-" R1chard Termeer Clerk-Treasurer -2"; .. ~ - EXHIBIT A AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the ~day of November, 1979, between the Village of Dublin, Ohio (hereinafter called the "Issuer"), a village organized and existing under the Consti- I tution and laws of the State of Ohio, and Inverness Investment Company (hereinafter called the "Partnership"), an Ohio General Partnership, for the purposes of creating or preserving 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 Partnership desires to acquire, construct, improve and equip real and personal property comprising a new commercial facility to be located within the boundaries of the Issuer for the purpose of providing an office and warehouse complex (the "Project"); and ~ I WHEREAS, the Partnership has evidenced a desire to finance such acquisition, construction, improvement, equipping and certain necessary expenses 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 $600,000; and WHEREAS, the Project will create or preserve jobs and em- ployment opportunities for residents of the Issuer and improve the economic welfare of the Issuer and its people; and .. ~ ~ WHEREAS, the Issuer is willing to issue the Bonds and desires that such added jobs and employment opportunities be provided at the earliest possible moment and that the economic improvement produced by the acquisition, construction, improvement and equipping occur at the earliest possible time1 I ~ NOW, THEREFORE, in consideration of the foregoing, the Issuer and the Partnership hereby agree as follows: . 1. The Partnership shall promptly proceed with the prepara- tion of plans and specifications for and 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 Partner- ship will provide, or cause to be provided at its own expense, the necessary interim financing to permit such acquisition, con- struction, improvement and equipping to commence promptly. The Partnership also agrees that upon the issuance of the Bonds of the Issuer it will, at least to the extent financed with the I proceeds of Bonds, enter into a loan agreement with the Issuer under which the Partnership will make loan payments sufficient to pay the principal of 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 Project. The parties hereto further agree that the partnership shall be reimbursed from the proceeds of the Bonds for the co~ts incurred directly or indirectly for or in connection with the project whether such costs shall be incurred prior -2- .. ~ # to, at or after delivery of the bonds. 2. The Issuer will, subject to the requirements and pro- visions of law, enact the legislation necessary to authorize the issuance of the Bonds and the execution of such loan agreement on behalf of the Issuer, provided that the Bonds shall not represent or constitute a debt or a pledge of the faith and I 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 moneys realized from the loan agreement or moneys derived from the lease, sale, use or other disposition of the Project. The Bonds and accompanying documents shall have such terms as shall be approved by bond counsel, the Partnership, the purchaser of the Bonds, and the Issuer; and the Issuer will deliver the Bonds to the purchaser or purchasers thereof designated by the Partnership and will cooperate to its fullest extent in consummating the transaction. 3. In order to induce the Issuer to execute and deliver I this Agreement and ultimately to issue the Bonds as aforesaid, the Partnership hereby agrees to defend, indemnify and hold the Issuer and any and all officials thereof 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 pro- ceedings relating thereto. The parties hereto agree that the partnership is hereby authorized to transfer all of its rights and obligations hereunder to a corporation, partnership, limited part- nership or other entity in which the Partnership has a controlling or 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 -3- ~ ~ . . 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 prevailing wage rates; provided that if"the Partnership undertakes, as part of the project, construction to be performed by its regular bargaining unit employees who are covered under a collective I 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 November /'1 , 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 Partnership has caused this Agreement to be executed by its duly authorized partner, all as of the day and year first above written. INVERNESS INVESTMENT COMPANY VILLAGE OF DUBLIN, OHIO By By tfp~ I David R. Dryden ayor Hi BY~~ Its Managing Partner Clerk-Treasurer APPROVED AS TO FORM: Solicitor -4- ~ .. -- . NOV 1 9 1979 ORDINANCE NO. /tYI.71 AN ORDINANCE AUTHORIZING THE VILLAGE OF DUBLIN, OHIO TO ENTER INTO AN AGREEMENT WITH INVERN,ESS INVESTMENT COMPANY (AN OHIO PARTNERSHIP) AUTHORIZING SUCH PARTNERSHIP TO COMMENCE THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF A PROJECT WITHIN THE BOUNDARIES OF THE VILLAGE TO BE FINANCED THROUGH THE I ISSUANCE AND SALE OF INDUSTRIAL DEVELOP- MENT REVENUE BONDS 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 authority therein mentioned, wishes to take the necessary actions for the issuance of revenue bonds in the aggregate principal amount now estimated to be approximately $600,000 for the purpose of financing the costs of acquisition, construction, improvement and equipping of real and personal property comprising a commercial facility to be owned and operated by Inverness Investment Company (the "Partnership") for the purpose of providing an office and warehouse complex (the "project"); and WHEREAS, this Village Council has considered the matters set forth in an Agreement of even 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: Section 1. This Village Council does hereby find and deter- mine that: I (a) The Project will be a "project" 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 Partner- ship, in the form attached hereto as Exhibit A and incorporated herein by this reference, which Agreement at Section 1 provides that the partnership is authorized to acquire, construct, improve and equip a commercial facility for the purposes of providing an office and warehouse complex, is hereby adopted and approved. - ~ ;0 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 reasonable, necessary or appropriate in accordance with the provisions thereof. Section 4. It is found and determined that Emens, Hurd, Kegler & Ritter be and are hereby employed as bond counsel to prepare pro- ceedings for and approve the issuance of bonds described in the I preamble hereto: and that the fees and expenses of said bond counsel be paid by the Partnership or from bond proceeds, and shall in no event be charged to the Issuer. Section 5. 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 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 6. This ordinance is hereby declared to be an emer- gency 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: where- fore, this ordinance shall take effect and be in force immediately upon its passage. Passed this ~day of November, 1979. ~~ ()a~~ ~ President . I ayor ATTEST: ' ~~ Clerk-Treasurer I, Richard Termeer, Clerk-Teasurer 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 November~, 1979. Date: NOV 1 9 1979 , 1979 ~~ Richard Termeer Clerk-Treasurer -2- ~ . . EXHIBIT A AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the Jt~ day of November, 1979, between the Village of Dublin, Ohio (hereinafter called the "Issuer"), a village organized and existing under the Consti- I tution and laws of the State of Ohio, and Inverness Investment Company (hereinafter called the "Partnership"), an Ohio General . Partnership, for the purposes of creating or preserving 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 Partnership desires to acquire, construct, improve and equip real and personal property comprising a new commercial facility to be located within the boundaries of the Issuer for the purpose of providing an office and warehouse I complex (the "Project"); and I WHEREAS, the Partnership has evidenced a desire to finance such acquisition, construction, improvement, equipping and certain necessary expenses 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 $600,000; and WHEREAS, the Project will create or preserve jobs and em- ployment opportunities for residents of the Issuer and improve the economic welfare of the Issuer and its people; and ~ r . WHEREAS, the Issuer is willing to issue the Bonds and desires that such added jobs and employment opportunities be provided at the earliest possible moment and that the economic improvement produced by the acquisition, construction, improvement and equipping occur at the earliest possible time; I NOW, THEREFORE, in considera~on of the foregoing, the Issuer and the Partnership hereby agree as follows: 1. The Partnership shall promptly proceed with the prepara- tion of plans and specifications for and 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 Partner- ship will provide, or cause to be provided at its own expense, the necessary interim financing to permit such acquisition, con- struction, improvement and equipping to commence promptly. The partnership also agrees that upon the issuance of the Bonds of the Issuer it will, at least to the extent financed with the I proceeds of Bonds, enter into a loan agreement with the' Issuer under which the Partnership will make loan payments sufficient to pay the principal of 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 Project. The parties hereto further agree that the Partnership 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 -2- ~ ~ . to, at or after delivery of the bonds. 2. The Issuer will, subject to the requirements and pro- visions of law, enact the legislation necessary to authorize the issuance of the Bonds and the execution of such loan agreement on behalf of the Issuer, provided that the Bonds shall not represent or constitute a debt or a pledge of the faith and I 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 moneys realized from the loan agreement or moneys derived from the lease, sale, use or other disposition of the Project. The Bonds and accompanying documents shall have such terms as shall be approved by bond counsel, the Partnership, the purchaser of the Bonds, and the Issuer; and the Issuer will deliver the Bonds to the purchaser or purchasers thereof designated by the Partnership and will cooperate to its fullest extent in consummating the transaction. 3. In order to induce the Issuer to execute and deliver I this Agreement and ultimately to issue the Bonds as aforesaid, the Partnership hereby agrees to defend, indemnify and hold the Issuer and any and all officials thereof 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 pro- ceedings relating thereto. The parties hereto agree that the Partnership is hereby authorized to transfer all of its rights and obligations hereunder to a corporation, partnership, limited part- I nership or other entity in which the Partnership has a controlling or 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 -3- ~ .. . ~ 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 prevailing wage rates~ provided that if the Partnership undertakes, as part of the Project, construction to be performed by its regular bargaining unit employees who are covered under a collective I 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 November 1!-,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 Partnership has caused this Agreement to be executed by its duly authorized partner, all as of the day and year first above written. INVERNESS INVESTMENT COMPANY VILLAGE OF DUBLIN, OHIO I By BY~~~ David R. Dryden 'Mayor By ~ ;1 fL'-N't-.....J Its Managing Partner Clerk-Treasurer APPROVED AS TO FORM: Solicitor -4- ~