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039-86 Ordinance . \ . COUNCIL OF THE VILLAGE OF DUBLIN, OHIO June 2, 1986 Mr. Daniel Sutphen moved the adoption of the following ordinance: ORDINANCE 39-86 ORDINANCE AGREEING TO ISSUE INDUSTRIAL DEVELOPMENT REFUND ING REVENUE BONDS OF THE VILLAGE FOR THE PURPOSE OF ASSISTING RIVER'S EDGE ONE TO ACQUIRE, CONSTRUCT, AND EQUIP A COMMERCIAL FACILITY AND REFUNDING A REVENUE BOND OF THE VILLAGE PREVIOUSLY ISSUED FOR SUCH PURPOSE; AUTHORIZING THE FILING OF AN ELECTION UNDER SECTION 103(b)(6)(D) OF THE INTERNAL REVENUE CODE-OF 1954, AS AMENDED; AND DECLARING AN EMERGENCY. WHEREAS, on May 2, 1985 the Dublin Area Community Improvement Corporation (the "Agent"), the designated agency for industrial, commercial, distribution and research development for the Village of Dublin, Ohio (the "Issuer") did certify to the Issuer that the Project, as hereinafter described, is in accordance with the plan for industrial, commercial, distribution and research development of the Issuer prepared and approved by the Agent and confirmed by this Council; and WHEREAS, pursuant to an ordinance adopted by this Council on November 5, 1985, the Issuer did issue and sell a $1,568,000 Village of Dublin, Ohio Industrial Development Revenue Bond (River's Edge One Project) (the "1985 Bond") for the purpose of providing funds to lend to River's Edge One, an Ohio general partnership (the "Company") so that the Company could acquire, construct and equip a commercial facility (the "Project") located within the boundaries of the Issuer; and WHEREAS, the Company has acquired, constructed and eqiupped the Project and has requested the Issuer to agree to issue up to $1,800,000 of refunding revenue bonds to provide funds to refund the 1985 Bond and to reimburse the Company for Project costs in excess of the original proceeds of the 1985 Bond; and WHEREAS, on April 10, 1986, the Agent again certified to the Issuer that the Project is in accordance with the above referenced plan; and . WHEREAS, the Issuer by virtue of the laws of the State of Ohio, particularly Chapter 165, Ohio Revised Code, wishes to take the necessary actions for the issuance of industrial development refunding revenue bonds in the maximum aggregate amount of $1,800,000 for the purpose of refunding the 1985 Bond and assisting the Company to finance additional Project costs; NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Dublin, Ohio: Section 1. That the Issuer will use its best efforts to authorize and issue, in one or more series, industrial development refunding revenue bonds in the maximum aggregate amount of $1,800,000 and will take all further action which is necessary or desirable for that purpose and its officers shall take all actions necessary or desirable for such purpose. Section 2. That the Issuer, if appropriate, will accept interests in real estate and personal property required for the facility financed from the proceeds of the aforesaid bonds, provide for the use of such facilities by the Company and authorize execution of a financing agreement appropriate for the issuance and sale of the aforesaid bonds and the loan of the proceeds thereof to the Company for the purposes hereinbefore described. Section 3. That the City Manager of the Issuer is hereby authorized and directed to execute on behalf of the Issuer the Agreement attached hereto as Exhibit 1. Section 4. That the Issuer hereby elects to have the provisions of the $10 million limit in Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply with respect to the above described bonds, and the City Manager of the Issuer is hereby authorized and directed to execute and cause to be filed with the appropriate office of the Internal Revenue Service, on behalf of the Issuer, a document evidencing such election upon receipt from the Company of a certificate setting forth the information necessary to make such election. Section 5. That it is found and determined that all formal actions of this Council concerning and relating to the adoption of this ordinance were adopted in an open meeting of this Council, and that all deliberations of this Council 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. Section 6. That this Ordinance is hereby determined to be an emergency measure, the immediate passage of which is necessary for the preservation of the public peace, health, safety or welfare and for the further reason that this Ordinance mist be immediately effective so that the Company may proceed with the refunding transaction prior to any chnages in federal tax laws, which may limit or preclude the benefits to be obtained from such refunding; wherefore, this Ordinance shall be in full force and effect immediately after its passage. ltr . Ms. Maurer seconded the motion, and the roll being called upon its adoption, the vote resulted as follows: Ayes 7 0 ftl~ Attest: Signed: Mayor t~i Law CERTIFICATE I, Frances M. Urban, Clerk of Council of the Village of Dublin, Ohio, do hereby certify the foregoing to be a true and exact copy of Ordinance No. 39-86 adopted by said Council on June 2, 1986 /' ~)'a~/l<? '-;:11. 71/,--~-~-,'.j /....., ,-,. .. Clerk of COUncIJ. Village of Dublin, Ohio. 4466B EXHIBIT 1 AGREEMENT TO ISSUE BONDS THIS AGREEMENT, entered into as of the 2nd day of June, 1986 between the Village of Dublin, Ohio (herein called the "Issuer"), and River's Edge One, a general partnership organized and existing under and by virtue of the laws of the State of Ohio (herein called the "Company"), for the purpose of carrying out - the public purpose of the Issuer as set forth in Chapter 165, Ohio Revised Code, including preserving or creating jobs and employment opportunities and improving the economic welfare of the people of the State of Ohio; WHEREAS, the Issuer has heretore issued its $1,568,000 Village of Dublin, Ohio Industrial Development Revenue Bond (River's Edge One Project) (the "1985 Bond") for the purpose of providing funds to lend to the Company so that the Company could acquire, construct and equip a commercial facility consisting of two office buildings and the site thereof (the "Project"); and WHEREAS, the Company has requested that the Issuer agree to issue up to $1,800,000 of industrial devlopment refunding revenue bonds (the "Bonds") for the purpose of refunding the 1985 Bond and providing funds to reimburse the Company for Project costs in excess of the proceeds of the 1985 Bond; and WHEREAS, the Issuer is willing to issue the Bonds for such purpose; -2- . NOW THEREFORE, the Issuer and the Company agree as follows: 1. The Company will proceed with the development of the agreements and documents necessary for the issuance of the Bonds. Upon the issuance of the Bonds, the Issuer and the Company will enter into an agreement (herein called "Financing Agreement") with respect to the Project and the financing therefor. The Financing Agreement shall contain such terms and conditions as provided or permitted under said Chapter 165; provided, however, that the Financing Agreement shall require payments sufficient to pay the principal of and premium, if any, and interest on the Bonds. In order to secure the payment of the principal of and premium, if any, and interest on the Bonds, the Issuer shall, if requested, also enter into a trust agreement, bond issuing agreement or mortgage which shall have such terms and conditions as may be provided or permitted under said Chapter 165. Upon request of the purchaser or purchasers of the Bonds, the Company shall give and the Issuer or the trustee or mortgagee designated under such trust agreement or mortgage shall, on behalf and for the protection of the holders of the Bonds, accept such other security as may be provided or permitted under said Chapter 165. The Issuer shall not have any financial responsibility with respect to the Bonds or the Project except from "revenues" (as defined in Section 165.01, Ohio Revised Code) derived by the Issuer with respect to the Bonds and the Project. 2. Upon receipt of a request from the Company, the Issuer will promptly issue the Bonds, maturing in such amounts and terms, bearing interest at such rate or rates, payable on such dates and containing such optional and mandatory redemption -3- . . features and prices as are requested by the Company and will deliver the Bonds to the purchaser or purchasers thereof and cooperate to its fullest extent in consummating the transaction. 3. The Company represents that all wages paid to laborers and mechanics employed on the Project were paid at the prevailing rates of wages of laborers and mechanics for the class of work called for by the Project, determined in accordance with the requirements of Chapter 4115, Ohio Revised Code, for determination of the prevailing wage rates. To the extent required by Section 4115.032, Ohio Revised Code, the Company has complied and shall comply, and has required and shall require compliance by all contractors and subcontractors working on the Project, with all applicable requirements of Sections 4115.03 through 4115.16, inclusive, Ohio Revised Code, including, without limitation, obtaining from the Ohio Department of Industrial Relations (i) its determination of the prevailing rates of wages to be paid for the class of work called for by the Project and (ii), to the extent applicable, its designation of a Prevailing Wage Coordinator for the Project, pursuant to Section 4115.032, Ohio Revised Code. 4. The payment of the principal of and any premium and interest on the Bonds shall be made solely from moneys realized from the Financing Agreement or the sale, lease, or other use or disposition of the Project or portions thereof, acquired, constructed and equipped from the proceeds of the Bonds if title to such shall be in the Issuer. -4- . . 5. In order to induce the Issuer to execute and deliver this Agreement and ultimately to issue the Bonds, the Company hereby agrees to defend, indemnify and hold the Issuer and any and all officers thereof harmless against any and all loss, cost, expense, claims or actions arising out of or connected with the execution of this Agreement and the preparation of proceedings for, and the issuance, sale or delivery of, the Bonds. IN WITNESS WHEREOF, the Village of Dublin, Ohio, pursuant to an ordinance of the Village Council adopted on June 2, 1986, and River's Edge One have each caused this Agreement to be executed by a duly authorized officer or agent as of the year and date first above written. VILLAGE OF DUBLIN, OHIO By: City Manager RIVER'S EDGE ONE By:Northstar Investments, an Ohio general partnership Managing General Partner ~ Graham D. Browne, General Partner The form of the foregoing agreement is hereby approved by the Director of Law of the Village of Dublin, Ohio. 4466B -5-