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, <br />. AGREEMENT TO ISSUE BONDS <br />? THIS AGREEMENT, entered into as of , 1983 between the <br />VILLAGE OF MAYFIELD, OHIO, a municipal 'corporation organized and existing <br />under the Constitution and laws of the State of Ohio ("Issuer") and CONERGICS <br />CORP.; a corporation duly organized and validly existing under the laws of the <br />State of Delaware, with.its principal place of business in Fairway, Ransas, . <br />("Company"), in furtherance of the public purposes of Section 13 of Article <br />VIII, Ohio Constitution, to create or preserve jobs and employment opportuni- <br />ties and to improve the economic welfare of the people of the State.of Ohio <br />under the following circumstances: , <br />A. The Company desires to finance costs of acquiring an existing <br />industrial facility including the site thereof and personal property, fixtures <br />and equipment therein and thereon located within Cuyahoga County on Beta <br />Drive, Mayfield Village, Ohio, more particularly described in Exhibit A at- <br />tached hereto ("Project") within the boundaries of the Issuen; and <br />9. The Company has requested that the Issuer issue industrial <br />development reveriue bonds or other obligations pursuant to Chapter 165, Ohio <br />Revised Code, in the maximum aggregate face amount of $4,000,000 ("Bonds") to <br />assist in the financing of the.Project, and is agreeable to making papments to <br />the Issuer sufficient to pay all of the principal of and premium, if any, and <br />interest on the Bonds; and <br />C. The Issuer is.willing to issue the Bonds and desires to obtain <br />the economic benefits from such Project. . <br />As an inducement to and in consideration of the Company's plans with <br />respect to the Project, the Issuer and the Companyagree as follows: <br />1. The Company shall acquire the Project as soon as feasible and <br />will provide, or cause to be provided, at its own expense, the necessary in- <br />terim financing t.o permit such acquisition. Upon the issuance of the Bonds, <br />the Issuer and the Company will enter into one or more agreements ("Financing <br />Agreement") with respect to the Project and the financing therefor. The <br />Financing Agreement shall be in the form of a loan agreement,, a conditional or <br />installment sale agreement or a lease with an option to purchase and may con- <br />tain such terms and conditions as_provided or permitted-under said Chapter <br />165; provided, however, that the Financing Agreement shall require payments <br />sufficient to pay the principal of and premium, if any, and.interest on such ,- <br />Bonds as may be issued with respect-to the Project, or portion thereof, which <br />is the subject of such Financing Agreement. In order to secure the payment of <br />the principal of and premium, if any,. and;interest on the Bonds, the Issuer <br />shall.also enter into a trust agreement,or an assignment of revenues which <br />shall have such terms and conditions as may be provided or permitted under- <br />. said Chapter 165.. Upon request of.the purchaser or purchasers of the Bonds, <br />the Company may give and the Issuer or the trustee, mortgagee or secured party <br />- designated under such trust agreement or mortgage or security agreement shall, <br />on behalf and for the protection of the holder of the Bonds, accept such other <br />security as may be provided or permitted under said Chapter 165. The Issuer <br />shall not have any financial responsibility with respect to the;Bonds or the- <br />. - - - ,