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49-81 Ordinance .". ' \'1"" . 1 September 28, 1981 Ordinance No. if ~~ ~ I The Village Council of the Village of Dublin, Ohio, met in regular session on this date at the Village Council Chambers in the Village of Dublin, Ohio with the following members present: Chambers', Geese, Headlee, Lewis" Mand, MaUiI.'er, Shawan.. I Mr. ti/J({J~1')'}iJe ('S offered the fo1lowinq ordinance and moved its passage, wh~ch motion was seconded by Mr. ..<}hQluCI J1 . ORDINANCE NO. lI? - t/ AN ORDINANCE AUTHORIZING THE VILLAGE OF OUBLIN, OHIO TO ENTER INTO AN AGREEMENT WITH ADRIA LABORATORIES, INC. AUTHORIZING SUCH COMPANY TO COMMENCE THE CONSTRUCTION, IMPROVEMENT ANO EQUIPPING OF RESEARCH AND COMMERCIAL FACILITIES WITHIN THE BOUNDARIES OF THE VILLAGE TO BE FINANCED THROUGH THE ISSUANCE AND SALE OF NOT TO EXCEED $1,000,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE VILLAGE, AND DECLARING AN EMERGENCY. I WHEREAS, the Village of Dublin, Ohio (the "Issuer"), by virtue of the laws of the State of Ohio, particularly Chapter 165, Ohio Revised Code, and the authorities therein mentioned, wishes to take the necessary actions for the issuance of revenue bonds in the aggregate principal amount of not to exceed $1,000,000 (the "Bonds") for the purpose of financing the costs of the construction and equipping of real and personal property constituting new animal research laboratory facilities and the improvement of real and personal property constituting medical chemistry laboratory facilities owned by Adria Laboratories, Inc. (the "Company") and used for research and commercial purposes and for related purposes (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; 1""-, " .. ~ ~ , - 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 determine that: (a) The Project will be a "project" within the meaning of that term as defined in Section 165.01, Ohio Revised Code; and I (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 State of Ohio. Section 2. The Agreement to Issue Bonds between the Village and the Company, in the form attached hereto as Exhibit A and incorporated herein by reference, which Agree- ment at paragraph numbered 1 provides that the Company is authorized to construct and equip real and personal property constituting new animal research laboratory facilities and the improvement of real and personal property constituting medical chemistry laboratory facilities owned by the Company and used for research and commercial purposes and for related purposes, is hereby adopted and approved. Section 3. Vorys, Sater, Seymour and Pease, of Columbus, Ohio, be and hereby are employed as bond counsel to prepare proceedings for and approve the Bonds. The fees and expenses of said bond counsel shall be paid by the Company or from the, proceeds of the issuance of the Bonds, I and shall in no event be charged to or otherwise be an obligation of this Village Councilor the Issuer. Section 4. It is found and determined that all formal actions of this Village Council concerning and relating to the adoption of this ordinance were adopted in an open meeting of this village Council, and that all deliberations of this Village Council and any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with Section 121.11 of the Ohio Revised Code. Section 5. The Mayor is hereby authorized and directed to execute said Agreement to Issue Bonds and to take such other action as may be reasonable, necessary or appropriate in accordance with the terms thereof. The Mayor is further authorized, if requested by the Company, to designate and appoint a Prevailing Wage Coordinator for the Project pursuant to Section 4115.071, Ohio Revised Code. -- I ~ -2- , ~ , 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 further for the 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 I passage. Passed by Council the 28th day of September, 1981. Attest: Signed: ~.~ ~ J 4'.-../ Mayor, l.ttag- <> - - Dublin, Ohio Approved as~o form: ~~-~~ Law Directo ,Vi age of Dublin, Ohio I hereby certify that the foregoing is a true and correct copy of the original ordinance as passed by the I Village Council at its regular meeting held on September 28, 1981. the f~-- JII -3- . - EXHIBIT A AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the 28th day I of September, 1981, between the village of Dublin, Ohio (hereinafter called the "Issuer"), a municipal corporation organized and existing under the Constitution and laws of the State of Ohio, and Adria Laboratories, Inc. (hereinafter called the "Company"), a corporation organized and existing under the laws of the State of Ohio, 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: I WHEREAS, the Company desires to construct and equip real and personal property constituting new animal research laboratory facilities and the improvement of real and personal property constituting medical chemistry laboratory facilities owned by the Company and used for I research and commercial purposes and for related purposes ; (the "proj ect" ) located within the boundaries of the Issuer; and I .. , , WHEREAS, the Company has evidenced a desire to finance such construction, improvement and equipping from the proceeds of Industrial Development Revenue Bonds of the Issuer (hereinafter called the "Bonds"), issued pursuant to I the authority of Article VIII, Section 13 of the Ohio Cons- titution and Chapter 165 of the Ohio Revised Code, in a principal amount not to exceed $1,000,000; 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~ 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, improvement and equipping occur at the earliest possible time; I NOW, THEREFORE, in consideration of the foregoing, the Issuer and the Company hereby agree as follows: 1. The Company shall promptly commence the 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 Company will provide, or cause to be provided at its own expense, any necessary interim financing to permit such construction, improvement and equipping to commence promptly. The Company also agrees ,that upon the i b. -2- " .., issuance of the Bonds it will, at least to the extent financed with the proceeds of the Bonds, enter into a lease or loan agreement with the Issuer under which the Company will make rental or loan payments sufficient to pay the principal of, I premium (if any) on 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 assess- ments (if any), and whatever sums may be required for operation, maintenance and depreciation of the Project. The parties hereto further agree that the Company 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 lease or loan agreement on behalf of the Issuer, pro- vided that the Bonds shall not represent or constitute a debt or a 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 o'f, premiW!\ (if any) on and interest on the Bonds shall be made solely and only from the rental, loan payments, revenues, and other income, charges and moneys derived from the lease, sale, use or other disposition of the Project. The Bonds and accompanying I -3- .. , ... documents shall have such terms as shall be approved by the Company and the Issuer, and the Issuer will deliver the Bonds to the purchaser or purchasers thereof designated by the Company and will cooperate to its fullest extent in I 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 Company hereby agrees to defend, indemnify, and hold the Issuer and any and all officials thereof harm- less against any and all loss, cost, expense, claims, or actions arising out of or connected with the execution and delivery of this Agreement and the consummation of the transactions provided for herein and contemplated hereunder, including the preparation of proceedings for, and the issuance, sale or delivery of, the Bonds. The parties hereto agree that the Company is hereby authorized to transfer I and assign all of its rights and obligations hereunder to a corporation, partnership, limited partnership or other entity which is a "related person" to the Company, as that term is defined in Section l03(b) (6) (C) of the Internal Revenue Code of 1954, as amended. 4. All wages p~id 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 deter- mined in accordance with the requirements of Chapter 4115 of I -4- I. " . . ~ the Ohio Revised Code for determination of prevailing wage rates~ provided, however, that if the Company undertakes, as part of the Project, construction to be performed by its regular bargaining unit employees who are covered under a I 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. To the extent required by Section 4115.032 of the Ohio Revised Code, the Company shall comply, and shall require compliance by all contractors and subcon- tractors working on the Project, with all applicable require- ments of Sections 4115.03 through 4115.16 of the Ohio Revised Code, including, without limitation, (i) obtaining or causing to be obtained from the Ohio Department of Industrial Rela- -- --.-.- -,,---~-----, .,- tions its determination of the prevailing rates of wages to be paid for the class of work called for by the Project and I (ii) if requested by the Issuer, requesting such Department to designate a Prevailing Wage Coordinator for the Project, pursuant to Section 4115.032 of the Ohio Revised Code. Prior to the issuance of the Bonds, the Company shall be I requested to provide the Issuer with evidence, satisfactory I to the Issuer, that it has complied with the foregoing I agreement. I I IN WITNESS WHEREOF, the Issuer, pursuant to an ordinance passed by its Village Council on September 28, I -5- ~,.' '. . . '" . 1981, has caused this Agreement to be executed by the Mayor of the Village of Dublin, Ohio, and the Company has executed this Agreement, all as of the day and year first above written. I Approved as to form: VILLAGE OF DUBLIN, OHIO Gy Mayor, Village of Dublin, Ohio w DJ.rector, of Dublin, Ohio ADRIA LABORATORIES, INC. By , ~ -6- ~ ). , . . RES 0 L UTI 0 N The Board of Trustees of the Dublin Area Community Improvement Corporation. met in regular session at 7:30 p.m. on September 17, 1981, at the Dublin office of Ohio Federal Savings and Loan Association, Dublin, Ohio, with the following members pI:'esent: Messrs. Amerose, Carstens, Chambers, I Headlee, Hindall, Jackson, LaDuca, Phillips, Shawan and We be r . Mr. Shawan moved the adoption of the following resolution and it was seconded by Mr. Chambers: RESOLUTION TO CERTIFY PROJECT WHEREAS, this Corporation has been designated by the Village of Dublin, Ohio (herein the "Village"), pursuant to Section 1724.10, Ohio Revised Code, as its agency for the industrial, commercial, distribution and research development in the Village; and WHEREAS, this Corporation is authorized to certify to the legislative authority of the Village that projects to be financed through the issuance of revenue bonds by the Village under Chapter 165, Ohio Revised Code, are in accordance with the Agreement heretofore entered into by this Corporation and the Village constituting the "Plan" referred to in Chapter 165; and I WHEREAS, this Corporation has heretofore prepared and approved the "Plan" for the industrial, commercial, distribution and research development of the Village; and WHEREAS, the "Plan" has heretofore been confirmed by the legislative authority of the Village; NOW, THEREFORE, BE IT RESOLVED by the Board of Trustees of the Dublin Area Community Improvement Corporation: Section 1. That it is hereby found and determined that the project, consisting of: the construction and equipping of real and personal property constituting new animal research laboratory facilities and the improvement of real and personal property constituting medical chemistry fill , .. , . laboratory facilities, owned by Adria Laboratories, Inc., or its assigns, and used for research and commercial purposes and for related purposes, located within the Village (the "Project"), such project to be financed from the proceeds of approximately $1,000,000 Industrial Development Revenue Bonds (Adria Laboratories, Inc. Project) of the Village, is a project in accordance with Chapter 165 of the Ohio Revised Code and the "Plan", as prepared and 'approved by this Corpo- I ration and confirmed by the legislative authority of the Village, and is hereby approved as required by Section 165.03(C) of the Ohio Revis~d Code. Section 2. That the President or Vice President and the Secretary-Treasurer of this Corporation are hereby authorized and directed to execute and deliver to the legis- lative authority of the village a certificate certifying the determination of this Corporation that the Project is in accordance with the "Plan". Section 3. That it is found and determined that all formal actions of this Corporation concerning and relating to the adoption of this resolution were adopted in an open meeting of this Corporation, and that all deliberations of this Corporation 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. Upon roll call on adoption of the resolution, the vote was as follows: Yeas: Amerose, Carstens, Chambers, Headlee, Hindall, Jackson, LaDuca, Phillips, Shawan, Weber I Nays: None Abstentions: None The foregoing is a true and correct excerpt from the minutes of the meeting on September 17, 1981, of the Board of Trustees of the Dublin Area Community Improvement Corporation showing adoption of the resolution hereinabove set forth. ., David Wolfe September Z-, Secretary-Treasurer Dated: 1981 I -2- rail , ... ... . . CERTIFICATE WHEREAS, Adria Laboratories, Inc. has submitted to the Dublin Area Community Improvement Corporation (the "Corporation"), the designated agency of the Village of Dublin (the "Village"), State of Ohio, pursuant to Section 1724.10, Ohio Revised Code, an application for an issuance of Industrial Development Revenue Bonds in the amount of I approximately $1,000,000 for the construction and equipping of real and personal property constituting new animal research laboratory facilities and the improvement of real and personal property constituting medicinal chemistry laboratory facilities, owned by Adria Laboratories, Inc., or its assigns, and used for research and commercial purposes, and for related purposes, located in the Village (the "Project"); and WHEREAS, the proj ect is proposed to be financed by the Village through the issuance of Industrial Development Revenue Bonds (the "Bonds") pursuant to the authority of Section 13 of Article VIII, Ohio Constitution, and Chapter 165, Ohio Revised Code; and WHEREAS, the Village Council of the Village is required pursuant to Section 165.03(C), Ohio Revised Code, to receive prior to delivery of the Bonds a certificate from its agency that a project to be financed by the issuance of the Bonds is in accordance with the .Plan" prepared by its agency pursuant to Section 1724.10, Ohio Revised Code, and confirmed by the Village Council of the Village; and WHEREAS, the Corporation has prepared a Plan pursuant to Section 1724.10, Ohio Revised Code, and such I Plan has been confirmed by the Village Council of the Village; and WHEREAS, the Project appears to be in accordance with said Plan; NOW, THEREFORE, the Corporation hereby certifies to the Village Council of the Village that the Project is in accordance with the "Plan" as prepared by the Corporation -- and confirmed by the Village Council of the Village. IN WITNESS WHEREOF, the Corporation has hereunto caused these presents to be subscribed by its duly authorized officers on the 21st day of September, 1981. ",..-... DUBLIN.AREA)ZOMMUNITY I IMP~OrMEN,r ~ CO\ORAT,~~~_\ ___J _ -- / / By , / , By.-. ' -~ I ' \. " / ",1 ~ - .'", David Wolfe '.......____',....... '"~ I __,.' - ~-..-e:, ,/ ~. ,~- ;'; Secretary-Treasurer Its' re.5-~ ent \.. -