Chapter 165: INDUSTRIAL DEVELOPMENT BONDS
As used in this chapter:
(A) "Agency" means a community improvement corporation organized under Chapter 1724. of the Revised Code and designated, pursuant to section 1724.10 of the Revised Code, as the agency of a municipal corporation or county.
(B) "Bonds" means bonds, notes, or other forms of evidences of obligation issued in temporary or definitive form, including notes issued in anticipation of the issuance of bonds and renewal notes. The funding of bond anticipation notes with bonds or renewal notes and the exchange of definitive bonds for temporary bonds are not subject to section 165.07 of the Revised Code.
(C) "Bond proceedings" means the resolution or ordinance or the trust agreement or indenture of mortgage, or combination thereof, authorizing or providing for the terms and conditions applicable to bonds issued under authority of this chapter.
(D) "Issuer" means the state, or a county or municipal corporation of this state which county or municipal corporation has, pursuant to section 1724.10 of the Revised Code, designated a community improvement corporation as its agency for industrial, commercial, distribution, and research development and for which a plan has been prepared by such community improvement corporation and confirmed by its issuing authority.
(E) "Issuing authority" means in the case of the state, the director of development; in the case of a municipal corporation, the legislative authority thereof; and in the case of a county, the board of county commissioners or whatever officers, board, commission, council, or other body might succeed to the legislative powers of the commissioners.
(F) "Plan" means a plan prepared by the agency pursuant to section 1724.10 of the Revised Code, and confirmed by the issuing authority of a municipal corporation or county.
(G) "Pledged facilities" means the project or projects mortgaged or the rentals, revenues, and other income, charges, and moneys from which are pledged, or both, for the payment of the principal of and interest on the bonds issued under authority of section 165.03 of the Revised Code, and includes a project for which a loan has been made under authority of this chapter, in which case, references in this chapter to revenues of such pledged facilities or from the disposition thereof includes payments made or to be made to or for the account of the issuer pursuant to such loan.
(H) "Project" means real or personal property, or both, including undivided and other interests therein, acquired by gift or purchase, constructed, reconstructed, enlarged, improved, furnished, or equipped, or any combination thereof, by an issuer, or by others in whole or in part from the proceeds of a loan made by an issuer, for industry, commerce, distribution, or research and located within the boundaries of the issuer. "Project" includes sanitary facilities, drainage facilities, and prevention or replacement facilities as defined in section 6117.01 of the Revised Code. A project as defined in this division is hereby determined to qualify as facilities described in Section 13 of Article VIII, Ohio Constitution.
(I) "Revenues" means the rentals, revenues, payments, repayments, income, charges, and moneys derived or to be derived from the use, lease, sublease, rental, sale, including installment sale or conditional sale, or other disposition of pledged facilities, or derived or to be derived pursuant to a loan made for a project, bond proceeds to the extent provided in the bond proceedings for the payment of principal of, or premium, if any, or interest on the bonds, proceeds from any insurance, condemnation or guaranty pertaining to pledged facilities or the financing thereof, and income and profit from the investment of the proceeds of bonds or of any revenues.
(J) "Security interest" means a mortgage, lien, or other encumbrance on, or pledge or assignment of, or other security interest with respect to all or any part of pledged facilities, revenues, reserve funds, or other funds established under the bond proceedings, or on, of, or with respect to, a lease, sublease, sale, conditional sale or installment sale agreement, loan agreement, or any other agreement pertaining to the lease, sublease, sale, or other disposition of a project or pertaining to a loan made for a project, or any guaranty or insurance agreement made with respect thereto, or any interest of the issuer therein, or any other interest granted, assigned, or released to secure payments of the principal of, premium, if any, or interest on any bonds or to secure any other payments to be made by an issuer under the bond proceedings. Any security interest under this chapter may be prior or subordinate to or on a parity with any other mortgage, lien, encumbrance, pledge, assignment, or other security interest.
Effective Date: 07-14-1983; 2008 HB562 09-22-2008 .
Section 13 of Article VIII, Ohio Constitution, is in part implemented by this chapter in furtherance of the public purposes of the state to create or preserve jobs and employment opportunities and to improve the economic welfare of the people of the state. An issuer acting through its issuing authority may in accordance with Section 13 of Article VIII, Ohio Constitution:
(A) Acquire by gift or purchase and hold and mortgage real estate and interests therein and personal property to be used as a project or a part thereof;
(B) Purchase, construct, reconstruct, enlarge, improve, furnish, and equip and lease, sell, exchange, and otherwise dispose of projects or parts thereof for those of the purposes set forth in Section 13 of Article VIII, Ohio Constitution, that are specified in the first sentence of this section, including, without limitation thereto, the sale of projects by conditional or installment sale, under which title may pass prior to or after completion of construction of a project or payment or provision for payment of all principal of, premium, if any, and interest on the bonds, or at any other time provided in the agreement pertaining to such sale, and including sale under an option to purchase upon agreed terms which may include a price which may be a nominal amount or less than true value at the time of purchase;
(C) Issue its bonds to provide funds, by loans or otherwise, for acquiring, constructing, reconstructing, enlarging, improving, furnishing, or equipping one or more projects or parts thereof;
(D) Make loans for the acquisition, construction, reconstruction, enlargement, improvement, furnishing, or equipping of projects or parts thereof upon such terms as the issuing authority may determine or authorize, including secured or unsecured loans, and, in connection therewith, enter into loan agreements and other agreements, accept notes or other forms of obligation to evidence such indebtedness and security interests to secure such indebtedness, and take such action as may be considered by it appropriate to protect such security and safeguard against losses, including, without limitation thereto, foreclosure and the bidding upon and purchase of property upon foreclosure or other sale;
(E) Enter into contracts and execute all instruments necessary or appropriate to carry out the purposes of Chapter 165. of the Revised Code;
(F) Fix, alter, and collect rentals and other charges for the use and occupancy of a project and lease the project to others, including a contract with, or the granting of an option to the lessee to purchase the project for such price as the issuing authority in its sole discretion determines to be appropriate, after retirement or redemption, or provision therefor, of all the bonds of the issuer issued to provide funds for the project;
(G) Retain, contract with, or employ and fix the compensation of financial consultants, appraisers, accounting experts, architects, engineers, attorneys at law, and other employees, agents, and independent contractors as are necessary in the judgment of the issuing authority to carry out the provisions of Chapter 165. of the Revised Code;
(H) Pledge, assign, hypothecate, or otherwise encumber as security for the bonds, the rentals, revenues, and other income, charges, and moneys realized from the use, lease, sale, or other disposition of one or more projects or parts thereof as may be designated in the bond proceedings and enter into trust agreements or indentures of mortgage for the benefit of bondholders;
(I) Enter into appropriate arrangements with any federal or state department or agency, county, township, municipal corporation, or other political subdivision, taxing district, or public body or agency for the planning and installation of streets, roads, alleys, water supply and distribution facilities, storm and sanitary sewage collection and disposal facilities, and other necessary appurtenances to a project;
(J) Purchase fire and extended coverage and liability insurance for a project, insurance protecting the issuer and its officers and employees against liability for damage to property or injury to or death of persons arising from the project, and any other insurance the issuer may agree to provide under the bond proceedings;
(K) Sell, lease, release, or otherwise dispose of real and personal property or interests therein, or a combination thereof, acquired by the issuer under authority of Chapter 165. of the Revised Code and no longer needed for the purposes of such chapter or of the issuer, and grant such easements and other rights in, over, under, or across a project as will not interfere with its use of such property. Such sale, lease, release, disposition, or grant may be made without competitive bidding and in such manner and for such consideration as the issuing authority in its judgment deems appropriate.
(L) Do all other acts necessary or appropriate to carry out those of the purposes of Section 13 of Article VIII, Ohio Constitution, that are specified in the first sentence of this section, and the purposes of this chapter.
Any instrument by which real property is acquired pursuant to this section shall identify the agency of the state that has the use and benefit of the real property as specified in section 5301.012 of the Revised Code.
Effective Date: 10-26-1999.
(A) An issuer may issue bonds for the purpose of providing moneys to acquire by purchase, construct, reconstruct, enlarge, improve, furnish, or equip one or more projects or parts thereof, or for any combination of such purposes, including providing moneys to make loans to others for such purposes. The issuing authority shall provide by resolution or ordinance for the issuance of such bonds. The bond proceedings may contain determinations by the issuing authority that the project to be financed thereunder is a project as defined in this chapter and is consistent with the purposes of Section 13 of Article VIII, Ohio Constitution, and such determinations shall be conclusive as to the validity and enforceability of the bonds issued under such bond proceedings and of such bond proceedings and security interests given and leases, subleases, sale agreements, loan agreements, and other agreements made in connection therewith, all in accordance with their terms.
The principal of and interest on the bonds and all other payments required to be made by the bond proceedings shall be payable solely from the revenues and secured by security interests as provided in such bond proceedings. Bond anticipation notes may be secured, solely or additionally, by a covenant of the issuer that it will do all things necessary for the issuance of the bonds anticipated or renewal notes in appropriate amount and either exchange such bonds or renewal notes for such notes or apply the proceeds therefrom to the extent necessary to make full payment of the principal of and interest on such notes. The bond proceedings shall not obligate or pledge moneys raised by taxation.
Bonds may be issued at one time or from time to time, shall be dated, shall mature at such time or times not exceeding thirty years from date of issue, and may be redeemable before maturity at such price or prices and under such terms and conditions, all as provided in the bond proceedings. The bonds shall bear interest at such rate or rates, or at a variable rate or rates changing from time to time in accordance with a base or formula, as provided in or authorized by the bond proceedings. The issuing authority shall determine the form of the bonds, fix their denominations and method of execution, and establish within or without the state a place or places for the payment of principal or interest.
(B) The issuing authority may provide for sales of bonds at public or private sale as it deems most advantageous and for such prices, whether above or below the par value thereof, as it determines or within such limit or limits as it determines.
(C) If the issuer is a county or municipal corporation, then, prior to the delivery of bonds issued under authority of this section, the issuing authority shall first have received from its agency a certification that a project to be financed by the issuance of such bonds is in accordance with the plan, except that no such certification is necessary if the project is a sanitary facility, drainage facility, or prevention or replacement facility as defined in section 6117.01 of the Revised Code. If the state is the issuer, then prior to the authorization of the bonds, the issuing authority of the state shall have received a written request for the issuance of the bonds from either the board of directors of a port authority created pursuant to the authority of section 4582.02 of the Revised Code if the project is within the jurisdiction of the port authority or from the issuing authority of the municipal corporation, if the project is within the boundaries of a municipal corporation, or of the county, if the project is within the unincorporated portion of the county, and if the project is to be located within a municipal corporation with a plan or in an unincorporated portion of the county with a plan, then prior to the delivery of bonds issued under this section, the issuing authority shall first have received from the agency of the municipal corporation if within its limits, or from the agency of the county if in unincorporated territory, a certification that such project is in accordance with its plan, except that no such certification is necessary if the request for issuance of the bonds is made by the port authority.
(D) If the issuer is a county or municipal corporation, then, prior to the delivery of bonds issued under authority of this section, the issuing authority shall have caused a written notice to have been mailed by certified mail to the director of the department of development of the state advising such director of the proposed delivery of the bonds, the amount thereof, the proposed lessee, and a general description of the project or projects to be financed.
(E) In case any officer who has signed any bonds or coupons pertaining thereto, or caused the officer's facsimile signature to be affixed thereto, ceases to be such officer before such bonds or coupons have been delivered, such bonds or coupons may, nevertheless, be issued and delivered as though the person who had signed the bonds or coupons or caused the person's facsimile signature to be affixed thereto had not ceased to be such officer. Any bonds or coupons may be executed on behalf of the issuer by an officer who, on the date of execution, is the proper officer although on the date of such bonds or coupons such person was not the proper officer.
(F) All bonds issued under authority of this chapter, regardless of form or terms and regardless of any other law to the contrary, shall have all qualities and incidents of negotiable instruments, subject to provisions for registration, and may be issued in coupon, fully registered, or other form, or any combination thereof, as the issuing authority determines. Provision may be made for the registration of any coupon bonds as to principal alone or as to both principal and interest, and for the conversion into coupon bonds of any fully registered bonds or bonds registered as to both principal and interest.
Effective Date: 07-07-1987; 2008 HB562 09-22-2008 .
Repealed by 129th General AssemblyFile No.28, HB 153, §105.01, eff. 9/29/2011.
The bond proceedings may contain provisions which shall be part of the contract with the bondholders as to:
(A) Pledging the rentals, revenues, and other income, charges, and moneys therein designated for the payment of the principal of and interest on the bonds and all other payments required to be made by the bond proceedings;
(B) Acquisition by gift or purchase, construction, reconstruction, enlargement, improvement, furnishing, equipment, operation, alteration, maintenance, insurance, and repair of the pledged facilities and the duties of the issuing authority with respect thereto;
(C) Provisions regarding the purposes to which the proceeds of the bonds may be applied;
(D) Terms of the bonds;
(E) Maintenance, collection, use and disposition of rentals, revenues, and other income, charges, and moneys received from the lease, sale, or other disposition of the pledged facilities;
(F) Terms and conditions under which additional bonds may be issued secured by a pledge of rentals, revenues, and other income, charges, and moneys received from or a mortgage on the same pledged facilities;
(G) Terms of any trust agreement or indenture of mortgage securing the bonds including authorization to enter into such agreement or indenture;
(H) The deposit, application, safeguarding, and investment of funds of the issuer received or held under the bond proceedings, to which Chapters 131. and 135. and sections 122.57, 122.571, 122.58, and 321.44 of the Revised Code are not applicable.[;]
(I) Any other appropriate agreements with the bondholders with respect to the pledged facilities and the rentals, revenues, and other income, charges, and moneys received therefrom;[.]
Effective Date: 06-26-1967.
(A) In the discretion of the issuing authority, the bonds may be secured by a trust agreement or indenture of mortgage between the issuer and a corporate trustee which may be any trust company or bank having the powers of a trust company within or without this state but authorized to exercise trust powers within this state.
(B) Any such trust agreement or indenture of mortgage may contain the resolution or ordinance authorizing the issuance of the bonds and other provisions which are customary or appropriate in an agreement or indenture of such type, including but not limited to:
(1) A pledge of the rentals, revenues, and other income, charges, and moneys out of which the principal of and interest on the bonds shall be payable and a mortgage of all or any part of the pledged facilities, including any enlargements of and additions to such pledged facilities thereafter made.
(2) Maintenance of each pledge, trust agreement, and indenture of mortgage made for the security of any of the bonds until the issuer has fully paid the principal of and interest on the bonds, or provision therefor has been made, for the security of which the pledge has been made and the trust agreement or indenture of mortgage has been given.
(3) In the event of default in any payments required to be made by the bond proceedings, or any other agreement of the issuer made as a part of the contract under which the bonds were issued, enforcement of such payments or agreement by mandamus, the appointment of a receiver in equity, or if a mortgage has been given, the foreclosure of such mortgage, or any combination of the foregoing.
(4) The rights and remedies of the bondholders and of the trustee and provisions for protecting and enforcing them, including limitations on rights of individual bondholders.
(5) Such other provisions as the trustee, the original purchaser of the bonds, and the issuing authority agree upon.
Effective Date: 06-26-1967.
Any holder of bonds issued pursuant to Chapter 165. of the Revised Code or a trustee under a trust agreement or indenture of mortgage entered into pursuant to section 165.05 of the Revised Code, except to the extent that their rights are restricted by the bonds proceedings or by the terms of the bonds, may by any suitable form of legal proceedings, protect and enforce any rights under the laws of this state or granted by the bond proceedings. Such rights include the right to compel the performance of all duties of the issuer required by Chapter 165. of the Revised Code or the bond proceedings; to enjoin unlawful activities; and in the event of default with respect to the payment of any principal of and interest on any bond or in the performance of any covenant or agreement on the part of the issuer in the resolution, ordinance, trust agreement, or indenture, to apply to a court having jurisdiction of the cause to appoint a receiver to administer and operate the pledged facilities, the rentals, revenues, and other income, charges, and moneys of which are pledged to the payment of principal of and interest on such bonds or which are the subject of the covenant or agreement, with full power to pay, and to provide for payment of, principal of and interest on such bonds, and with such powers, subject to the direction of the court, as are accorded receivers in general equity cases, excluding any power to pledge additional rentals, revenues, or other income, charges, or moneys of the issuer, including those derived from taxation, to the payment of such principal and interest; and to foreclose the mortgage on the pledged facilities in the same manner as for real estate of private corporations.
Effective Date: 06-26-1967.
The issuing authority may issue refunding bonds of the issuer to refund any bonds previously issued under Chapter 165. or 761. of the Revised Code, for any of the following purposes:
(A) Refunding bonds which have matured or are about to mature when the rentals, revenues, and other income, charges, and moneys pledged for the payment of such bonds are insufficient to pay bonds which have matured or are about to mature or to make payments to other funds required by the bond proceedings;
(B) Refunding any bonds as an incident to providing funds for reconstructing, enlarging, improving, or providing additional furnishings or equipment for the pledged facilities as to bonds originally issued under Chapter 165. of the Revised Code and for the project as to bonds originally issued under Chapter 761. of the Revised Code;
(C) Refunding all of the outstanding bonds of any issue, both matured and unmatured, when the rentals, revenues, or other income, charges, or moneys pledged for the payment of such bonds are insufficient to pay bonds which have matured or are about to mature or to make payments to other funds required by the bond proceedings, if such outstanding bonds can be retired by call, at maturity, or with the consent of the holders thereof, whether from the proceeds of the sale of the refunding bonds or by exchange for the refunding bonds, provided that the principal amount of refunding bonds shall not exceed in amount the aggregate of the par value of the bonds to be retired, any redemption premium, past due and future interest to the date of maturity or proposed redemption that cannot otherwise be paid, and funds, if any, to reconstruct, enlarge, improve, furnish, or equip, or any combination thereof, the pledged facilities as to bonds originally issued under Chapter 165. of the Revised Code, or the project as to bonds originally issued under Chapter 761. of the Revised Code;
(D) Refunding any bonds of the issuer previously issued when the refunding bonds will bear interest at a lower rate than the bonds to be refunded, when the interest cost of the refunding bonds computed to the absolute maturity will be less than the interest cost of the bonds to be refunded, or when the average life of the refunding bonds will be greater than the remaining average life of the bonds to be refunded.
Refunding bonds issued pursuant to this section shall mature not later than thirty years from date of issue. Except as provided in this section, the terms of the issuance and sale of refunding bonds shall be as provided in Chapter 165. of the Revised Code for an original issue of bonds.
Effective Date: 12-15-1977.
Bonds issued under this chapter are lawful investments of banks, societies for savings, savings and loan associations, deposit guarantee associations, trust companies, trustees, fiduciaries, insurance companies, including domestic for life and domestic not for life, trustees or other officers having charge of sinking and bond retirement or other special funds of political subdivisions and taxing districts of this state, the commissioners of the sinking fund of the state, the administrator of workers' compensation, the state teachers retirement system, the public employees retirement system, the school employees retirement system, and the Ohio police and fire pension fund are also acceptable as security for the deposit of public moneys.
Effective Date: 11-02-1999.
Any real or personal property, or both, of an issuer that is acquired, constructed, reconstructed, enlarged, improved, furnished or equipped, or any combination thereof, and leased or subleased under authority of either Chapter 165. or 761. of the Revised Code shall be subject to ad valorem, sales, use, and franchise taxes and to zoning, planning, and building regulations and fees, to the same extent and in the same manner as if the lessee-user or sublessee-user thereof, rather than the issuer, had acquired, constructed, reconstructed, enlarged, improved, furnished, or equipped, or any combination thereof, such real or personal property, and title thereto was in the name of such lessee-user or sublessee-user.
The transfer of tangible personal property by lease or sublease under authority of either Chapter 165. or 761. of the Revised Code is not a sale as used in Chapter 5739. of the Revised Code. The exemptions provided in divisions (B)(1) and (B)(14) of section 5739.02 of the Revised Code shall not be applicable to purchases for a project under either Chapters 165. or 761. of the Revised Code.
An issuer shall be exempt from all taxes on its real or personal property, or both, that has been acquired, constructed, reconstructed, enlarged, improved, furnished, or equipped, or any combination thereof, under Chapter 165. or 761. of the Revised Code, so long as such property is used by the issuer for purposes that would otherwise exempt such property; has ceased to be used by a former lessee-user or sublessee-user and is not occupied or used; or has been acquired by the issuer, but development has not yet commenced. The exemption shall be effective as of the date the exempt use begins. All taxes on the exempt real or personal property for the year should be prorated and the taxes for the exempt portion of the year shall be remitted by the county auditor.
Effective Date: 10-21-2003.
When a special assessment is made on real property owned by an issuer and leased under authority of Chapter 165. or 761. of the Revised Code, the installments of the assessment shall be paid by the lessee of such real property so long as such property shall be leased and any installment thereof remaining unpaid at the termination of any such lease shall thereafter be paid by the issuer so long as such property is owned by it.
Effective Date: 06-26-1967.
The state or any political subdivision, taxing district, or other public body of this state may, without competitive bidding, convey or exchange with an issuer, for use in connection with a project, any or all of its interests in real or personal property, or both, not needed by the grantor. Any conveyance by the State shall be authorized by the director, board, or commission having control of such property and approved by the governor and by the state controlling board. The interest in such property to be conveyed shall be appraised at its fair market value and such appraisal value shall be the conveyance price. The appraised fair market value of any property exchanged under the provisions of this section shall be substantially equal to the aggregate of the appraised fair market value of the property for which it is exchanged and any moneys paid to the grantor in consideration of such exchange. The political subdivisions, taxing district, or other public body shall prescribe the form of its deed, and any deed from the state shall be prepared and recorded as provided in sections 5301.13 to 5301.17, inclusive, of the Revised Code.
Effective Date: 06-26-1967.
Bonds issued under authority of Chapter 165. of the Revised Code do not, and shall state that they do not, represent or constitute a debt or pledge of the faith and credit of the issuer, and such bonds are payable solely from the rentals, revenues, and other income, charges, and moneys as are pledged for their payment in accordance with the bond proceedings. No moneys of any issuer raised by taxation shall be obligated or pledged for the payment of bonds or other obligations issued or guarantees made pursuant to sections 165.01 to 165.14 of the Revised Code.
Effective Date: 09-17-1991.
Sections 305.27, 705.12, 731.02, 731.12, 733.72 to 733.77, and 2921.42 of the Revised Code apply to an officer of an issuer who is an officer, director, stockholder, employee, or owner of any interest in a proprietorship, corporation, joint enterprise, partnership, or other association which is the lessee of a project or the trustee, paying agency, or depository of funds under an indenture of mortgage or trust agreement securing bonds issued under authority of section 165.03 of the Revised Code, or a supplier of materials or a contractor or subcontractor for construction of a project.
Effective Date: 06-13-1975.
(A) A project shall not be subject to the requirements relating to public buildings, structures, grounds, works, or improvements imposed by section 125.81, 713.02, or 713.25 of the Revised Code or any other similar requirements which may be lawfully waived by this section.
(B) A project shall be constructed, reconstructed, enlarged, improved, furnished, or equipped and shall be leased, sold, or otherwise disposed of in the manner determined by the issuing authority in its sole discretion and any requirement of competitive bidding or other restriction, which may be lawfully waived by this section, imposed on the procedure for award of contracts for such purpose or the lease, sale, or other disposition of property of the issuer is not applicable to any action taken under authority of Chapter 165. of the Revised Code.
Effective Date: 08-26-1977.
In accordance with section 13 of Article VIII, Ohio Constitution, the state, acting through the director of development, or through the board of trustees of any state university or any housing commission created by section 3347.01 of the Revised Code, and its political subdivision, taxing districts, or public authorities, or its or their agencies, institutions, or instrumentalities, may by resolution or ordinance designate a corporation organized under Chapter 1702. or 1724. of the Revised Code as its or their agency to acquire, construct, reconstruct, enlarge, improve, furnish, or equip and to sell, lease, exchange, or otherwise dispose of property and facilities within the state for industry, commerce, distribution, and research; may approve such corporation and obligations of the corporation issued by it for one or more such purposes; and may have a beneficial interest in such corporation including the right to the property financed by such obligations on the retirement of such obligations, or by acquiring such property for endowment of similar uses or benefits or for ultimate direct use by it, subject to any lease or mortgage securing such obligations.
Effective Date: 07-14-1983.