Loading...
49-84 Ordinance .. ~... -~ . September 17, 1984 Ordinance No. 49-84 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: Mr. Close offered the following ordinance and moved its passage~ which motion was seconded by ML. Amorose . ORDINANCE NO. 49-84 AN ORDINANCE AUTHORIZING THE VILLAGE OF DUBLIN, OHIO TO ENTER INTO AN AGREEMENT WITH S.G.D. COMPANY, AN OHIO GENERAL PARTNERSHIP, AUTHORIZING S.G.D. COMPANY TO COMMENCE THE ACQUISITION, CONSTRUCTION, IMPROVEMENT, RENOVATION AND EQUIPPING OF REAL AND ~ERSONAL PROPERTY CONSTITUTING APPROXIMATELY 4.3 ACRES OF LAND AND AN EXISTING FACILITY WITHIN THE BOUNDARIES OF THE VILLAGE TO BE FINANCED THROUGH THE ISSUANCE AND SALE OF NOT TO EXCEED $950,000 INDUSTRIAL DEVELOPMENT FIRST MORTGAGE 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 indus- trial development first mortgage revenue bonds in the aggregate principal amount not to exceed $950,000 (the "Bonds") for the purpose of financing the costs of the acquisition, construction, improvement, renovation and equipping of real and personal property constituting approximately 4.3 acres of land and an existing facility to be owned by S.G.D. Company (the "Company") or assigns, for lease to Remarks, Inc. for use in its business of distributing and selling refrigerated meat, dairy, delicatessen and specialty frozen food products 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; NOW, THEREFORE, BE IT ORDAINED by the Village Council of the Village of Dublin, St.?te of Ohi.o, that: ~ " 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, 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 Village and the Company, in the form attached hereto as Exhibit A and incorporated herein by reference, which Agreement at paragraph numbered 1 provides that the Company is authorized to acquire, construct, improve, renovate and equip real and personal property constituting approximately 4.3 acres of land and an existing facility to be owned by the Company, or assigns, for lease to Remarks, Inc. for use in its business of distributing and selling refrigerated meat, dairy, delicatessen and specialty frozen food products 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, 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 passage 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 121.22 of the Ohio Revised Code. Section 5. The Mayor 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 Mayor of the Issuer is further authorized, if requested by the Company, to designate and appoint a Prevailing Wage Coordinator for the Project pursuant to Section 4115.071 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 of the Issuer and for the further reason that this ordinance must be immediately effective in order to eliminate the hazards and expenses to the Issuer 2nd its people resulting from ,~~~ nF ~-~ . opportunities; wherefore, this ordinance shall take effect and be in force immediately upon its passage. Passed by Council the 17th day of September, 1984. Attest: /7 . ~u /J '-17)' [;~~.~ Ohio C erk, Village Council of the Village of Dublin, Ohio ~ a~orm: · L -~ ~-:- ~ ::: aw Director, Vlllage of ' Dublin, Ohio I hereby certify that the foregoing is a true and correct copy of the original ordinance as passed by the Village Council at its regular meeting held on September 17, 1984. ~t2ncl-.? '0. 'tu.&..a~ Clerk, Village Council of the Village of Dublin, Ohio I bereby certify that copies of this Ordinance IReaolution were posted in the Vult&e of Dublin i,l aCCOfQaltte ..itn SCWn 731.15 01 the O1'lio Revised Code. .r,J (Lu<-~yJ _ftLlI'<d.tZO m. C Ilk 01 Camcil r AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the 17th day of September, 1984, 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 S.G.D. Company (hereinafter called the "Company" ) , a general partnership organized 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: WHEREAS, the Company desires to acquire, construct, improve, renovate and equip real and personal property constituting approximately 4.3 acres of land and an existing facility to be owned by the Company, or assigns, and to be located within the boundaries of the Issuer for lease to Remarks, Inc. in its business of distributing and selling refrigerated meat, dairy, delicatessen and specialty frozen food products and for related purposes (the "Project"); and WHEREAS, the Company has evidenced a desire to finance such acquisition, construction, improvement, renovation and equipping from the proceeds of Industrial Development First Mortgage 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 $950,000. 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 th e acquisition, construction, improvement, renovation and equipping of the Project occur at the earliest possible time; NOW, THEREFORE, in consideration of the for.egoing, the Issuer and the Company hereby agree as follows: 1. The Company shall promptly commence the acquisition, construction, improvement, renovation and equipping of the Project which will provide additional jobs an~ 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, the necessary interim financing to permit such acquisition, construction, improvement, renovation and equipping to commence promptly. The Company also agrees that upon the 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, 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 assessments (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, provided that the Bonds shall not represent or constitute a debt or 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 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 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 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 harmless -3- 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 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 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended. 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 the 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 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 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 employee. 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 subcontractors working on the Project, with all applicable requirements of Sections 4115.03 through 4115.16 of the Ohio Revised Code, -4- including, without limitation, ( i ) obtaining or causing to be obtained from the Ohio Department of Industrial Relations its determination of the prevailing rates of wages to be paid for the class of work called for by the Project and ( i i) 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 requested to provide the Issuer with evidence, satisfactory to the Issuer, that it has complied with the foregoing agreement. 5. This Agreement shall automatically terminate on the date which is one ( 1 ) year after the Project is "placed in service" within the meaning of Treasury Regulations 51.03-8(a) (5) (v), and this Agreement may be terminated by the Company's giving written notice of same to the Issue~, in care of the City Manager of the Issuer, and paying the sum of One Dollar ($1.00) to the Issuer; provided, however, that no such termination shall terminate or otherwise limit or diminish the obligations of the Company under the first sentence of paragraph 3 of this Agreement. IN WITNESS WHEREOF, the Issuer, pursuant to an ordinance passed by its Village Council on September 17, 1984, has caused this Agreement to be executed by its Mayor and the -5- . Company has caused this Agreement to be executed by its duly authorized officer, all as of the day and year first above written. W;;lorrn, ( DUBLIN, OHIO ~~.~ Law Director, Village of Ohio Dublin, Ohio S.G.D. COMPANY By Title -6-