49-81 Ordinance
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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..
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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;
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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.
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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:
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Mayor, l.ttag- <> - -
Dublin, Ohio
Approved as~o form:
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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
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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
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(the "proj ect" ) located within the boundaries of the Issuer;
and
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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
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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
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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
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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-
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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
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to the Issuer, that it has complied with the foregoing
I agreement.
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I IN WITNESS WHEREOF, the Issuer, pursuant to an
ordinance passed by its Village Council on September 28,
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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
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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
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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.
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David Wolfe
September Z-, Secretary-Treasurer
Dated: 1981
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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.
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DUBLIN.AREA)ZOMMUNITY I
IMP~OrMEN,r ~ CO\ORAT,~~~_\ ___J _ --
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By , / , By.-. ' -~ I ' \. " / ",1 ~ - .'",
David Wolfe '.......____',....... '"~ I __,.' - ~-..-e:, ,/
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Secretary-Treasurer Its' re.5-~ ent \..
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