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58-85 Ordinance September 16, 1985 ORDINANCE NO. 58-85 The Village Council of the Village of Dublin, Ohio met in regular session on this date in Council Chambers at 6665 Coffman Road, Dublin, Ohio, with the following members present: Mr. David Amorose Ms. Barbara Maurer Mrs. Catherin Headlee Mr. L. E. Thornton Mr. Michael Close Mr. Michael Close offered the following ordinance and moved the adoption of the same, which was duly seconded by MT~_ r.A~hpTin HpAdlpp . ORDINANCE NO. 58-85 AN ORDINANCE AUTHORIZING THE VILLAGE OF DUBLIN, OHIO TO ENTER INTO AN AGREEMENT WITH DR. ANN M. ROGERS PERMITTING HER TO COMMENCE THE ACQUISITION, CONSTRUCTION, IMPROVEMENT AND EQUIPPING OF REAL AND PERSONAL PROPERTY CONSTITUTING A MEDICAL OFFICE BUILIDNG WITHIN THE BOUNDARIES OF THE VILLAGE TO BE FINANCED THROUGH THE ISSUANCE AND SALE OF NOT TO EXCEED $2,130,000 INDUSTRIAL DEVELOPMENT REVENUE BONDS OF THE VILLAGE; EMPLOYING BOND COUNSEL; AND DECLARING AN EMERGENCY. WHEREAS, the Village of Dublin, Ohio (the "Issuer"), by virtue of the laws of the State of Ohio, particularly Chapter 165 of the Ohio Revised Code, and the authorities therein mentioned, wishes to take the necessary actions for the issuance of revenue bonds in an aggregate principal amount not to exceed $2,130,000 (the "Bonds") for the purpose of financing the costs of acquiring, constructing, improving and equipping real and personal property constituting a medical office building (the "project") to be owned and operated by a limited partnership in which Dr. Ann M. Rogers will be a limited partner and a corpora- tion formed by her will be the general partner; and WHEREAS, this Village Council has considered the matters set forth in an Agreement to Issue Bonds of even date herewith in the form attached hereto as Exhibit A; NOW, THEREFORE, BE IT ORDAINED by the 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 of the Ohio Revised Code; and (b) The project is consistent with the purposes of Section 13 of Article VIII of the 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 Issuer and Dr. Ann M. Rogers, in the form attached hereto as Exhibit A and incorporated herein by reference, which Agreement at paragraph numbered 1 provides that Dr. Ann M. Rogers, through a limited partnership in which she shall be a limited partner and a corporation formed by her will be the general partner, is per- mitted to acquire, construct, improve and equip real and personal property constituting a medical office building to be owned and operated by said limited partnership, 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 said limited partnership or from the proceeds of the issuance of the bonds, and shall in no event be charged to or otherwise be an obligation of this Village Councilor the Issuer. Section 4. The Village Manager of the Issuer 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 Village Manager of the Issuer is further authorized, if requested by Dr. Ann M. Rogers or said limited partnership, to designate and appoint a Prevailing Wage Coordinator for the project pursuant to Section 4115.071 of the Ohio Revised Code. Section 5. The Village Manager of the Issuer is hereby authorized and directed to execute and deliver to the Ohio Department of Development a Notice of Intent under Ohio Executive Order No. 84-64. Section 6. It is found and determined that all formal actions of this Village Council concerning and relating to the passage of this ordinance were taken 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 121.22 of the Ohio Revised Code. 2 Section 7. 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 of the Issuer and for the further reason that this ordinance must be effective immediately in order to eliminate the hazards and expense to the Issuer and its people resulting from the lack of job opportunities; wherefore, this ordinance shall take effect and be in force immediately upon its passage. Passed by Council this 16th day of September, 1985. v4~ ,4;/~ Attest: .1A~m' !~ Clerk of ViII ge Councll Approved as to form: ~~c51~ Law Director I, Frances M. Urban, Clerk of the Village Council 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 September 16, 1985. ~-?~J~' ~ F ances M. U ban Clerk of Village Council Dated: September 16, 1985 3 EXHIBIT A AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into the 16th day of September, 1985, 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 Dr. Ann M. Rogers (hereinafter called the "Borrower"), 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 Borrower, through a limited partnership in which she shall be a limited partner and a corporation formed by her will be the general partner, desires to acquire, construct, improve and equip real and personal property constituting a medical office building to be owned and operated by said limited partnership and located within the boundaries of the Issuer (the "project"); and WHEREAS, the Borrower has evidenced a desire to finance such acquisition, construction, improvement and equipping from the proceeds of industrial development revenue bonds of the Issuer (hereinafter called the "Bonds"), issued pursuant to the authority of Article VIII of Section 13 of the Ohio Constitution and Chapter 165 of the Ohio Revised Code, in an aggregate principal amont not to exceed $2,130,000; 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 acquisition, construction, improvement and equipping of the Pro- ject occur at the earliest possible time; NOW, THEREFORE, in consideration of the foregoing, the Issuer and the Borrower hereby agree as follows: l. The Borrower, through said limited partnership, shall commence 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 Borrower or said limited partner- ship will provide, or cause to be provided at her or its own expense, any necessary interim financing to permit such acquisi- tion, construction, improvement and equipping to commence promptly. The Borrower also agrees that upon the issuance of the Bonds she or said limited partnership will, at least to the extent financed with the proceeds of the Bonds, enter into a loan agreement with the Issuer under which the Borrower or said limited partnership will make loan payments sufficient to pay the principal of, premium (if any) on and interest on the 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, main- 2 tenance and depreciation of the Project. The parties hereto further agree that the Borrower or said limited 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 isssuance of the Bonds and the execution of such loan agree- ment on behalf of the Issuer, provided 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 of, premium (if any) on and interest on the Bonds shall be made solely and only from the loan payments, revenues, and other income, charges and moneys derived from the sale, use or other disposition of the project. The Bonds and accompanying documents shall have such terms as shall be approved by the Borrower and the Issuer, and the Issuer will deliver the Bonds to the purchaser or purchasers thereof designated by the Borrower and will cooperate to its fullest extent in consummating the trans- action. 3. In order to induce the Issuer to execute and deliver this Agreement and ultimately to issue the Bonds as aforesaid, the Borrower 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 3 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 Bond s . The parties hereto agree that the Borrower is hereby authorized to transfer and assign all of her rights and obliga- tions hereunder to a limited partnership in which the Borrower is or will be a limited partner. 4. 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 each class of work called for by the Project, which wages shall be determined in accordance with the requirements of Chapter 4115 of the Ohio Revised Code for deter- mination of prevailing wage rates; provided, however, that if the Borrower or said limited partnership undertakes, as part of the Project, construction to be performed by her or its regular bar- gaining unit employees who are covered under a collective barga- ining agreement which was in existence prior to the date of this Agreement, the rate of pay provided under the applicable collec- tive bargaining agreement may be paid to such employees. To the extent required by Sections 165.031 and 4115.032 of the Ohio Revised Code, the Borrower or said limited partnership shall comply, and shall require compliance by all contractors and sub- contractors 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 Relations its 4 RECEIPT Pi Received this /& day of September, 1985 on behalf of the Village Council of the Village of Dublin, Ohio, a copy of the foregoing Certificate. ~Ja~~tLn 7~, rF'~ Frances M. rba Clerk of Village Council I r hereby certify that cop; f th' . were posted in the V." es 0 I~ O~dlRance/Reso'ution ~ion 73125 of the ~h~ieR o~ Du~/IR In accordance with , 10 eVlsed Code. JA44>na~. ~ Clerk of Council - 2 CERTIFICATE WHEREAS, Metro Prime Care Limited Partnership has submitted to the Dublin Area Community Improvement Corporation (the "Corporation"), the designated agency of the Village of Dublin, Ohio (the "Village"), pursuant to Section 1724.10 of the Ohio Revised Code, an application for an issuance of industrial development bonds in an original principal amount not to exceed $2,130,000 for the acquisition, construction, improvement and equipping of real and personal property constituting a medical office building to be owned by a limited partnership in which Dr. Ann M. Rogers will be a limited partner and a corporation formed by her will be the general partner (the "project")~ WHEREAS, the project 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~ 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; WHEREAS, the Corporation has prepared a Plan pursuant to Section 1724.10, Ohio Revised Code, and such 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 pres~ to be subscribed by its duly authorized officers on the /2-----day of September, 1985. ..--- <-----