75-80 Ordinance
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'I j ORDINANCE NO.
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AN ORDINANCE AUTHORIZING THE VILLAGE OF
DUBLIN, OHIO TO ENTER INTO AN AGREEMENT
WITH INVERNESS 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
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 $200,000 for the purpose of financing
the costs of the improvements of real and personal property,
constituting completion of a new commercial facility by
Inverness Investment Company (the "Partnership") to be
leased by Inverness Investment Company to Dryden, Inc. and
other commercial tenants for use by such tenants as an
office and warehouse facility for commercial purposes, and
for related purposes, located in the Village (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:
I Section 1. This Village Council does hereby find and
determine that:
(a) The Project will be a "project" within the
meaning of that term as defined in Section l65.01, Ohio
Revised Code; and
(bl 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
Partnership, in the form attached hereto as Exhibit A and
incorporated herein by this reference, which Agreement at
Section I 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.
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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 proceedings for and approve the issuarice
of bonds described in the 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
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 3r~ day of November, 1980.
I ~:~j ~ President
Mayor
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
V~lage Council of the Village of Dublin, Ohio on November
J!!!..., 1980.
Date: , 1980
Richard Termeer
Clerk-Treasurer
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EXHIBIT A
AGREEMENT TO ISSUE BONDS
THIS AGREEMENT, entered into as of the _ day of
, November, 1980, between the Village of Dublin, Ohio (herein-
after called the "Issuer"), a village organized and existing
under the Constitution 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 improve and equip
real and personal property constituting completion of a new
commercial facility to be leased by the Partnership to
I Dryden, Inc. and other commercial tenants for use by such
tenants as an office and warehouse facility for commercial
purposes, and related purposes, located in the Village (the
"Project"); and
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
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VIII, Section 13, of the Ohio Constitution and Chapter 165
of the Ohio Revised Code, in a principal amount not to
exceed $200,000; and
WHEREAS, the Project will create or preserve jobs and
, employment 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
time;
NOW, THEREFORE, in consideration of the foregoing, the
Issuer and the Partnership hereby agree as follows:
I. The Partnership shall promptly proceed with the
I preparation of plans and specifications for the improvement
I 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 Partnership
will provide, or cause to be provided at its own expense,
the necessary interim financing to permit such acquisition,
construction, 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
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with the proceeds of Bonds, enter into a loan agreement with
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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 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 loan agreement on behalf of the Issuer, provided that
the Bonds shall not represent or constitute a debt or a
I 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 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
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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 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 proceedings 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 partnership
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
I 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 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 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.
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IN WITNESS WHEREOF, the Issuer, pursuant to an ordinance
passed by its Village Council on November ___, 1980, 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 ~~L~'~J L~~
David R. Dryden Mayor "
Its Managing Partner By
Clerk-Treasurer
APPROVED AS TO FORM:
Solicitor
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