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HomeMy WebLinkAbout82-97 OrdinanceORDINANCE NO. ~c~ ~~ AN ORDINANCE DECLARING IMPROVEMENTS TO CERTAIN PARCELS OF REAL PROPERTY TO BE A PUBLIC PURPOSE, DESCRIBING THE PUBLIC INFRASTRUCTURE IMPROVEMENTS TO BE MADE TO BENEFIT THOSE PARCELS, REQUIRING THE OWNERS THEREOF TO MAKE SERVICE PAYMENTS IN LIEU OF TAXES, AUTHORIZING A CITY AGREEMENT WITH RUSCILLI CONSTRUCTION CO. INC. PROFIT SHARING PLAN AND TRUST AND OLDE POSTE PROPERTIES, COLUMBUS BUILDING, L.L.C. AND BRENTLINGERENTERPRISES WITH RESPECT TO THOSE PAYMENTS, ESTABLISHING A MUNICIPAL PUBLIC IMPROVEMENT TAX INCREMENT EQUIVALENT FUND FOR THE DEPOSIT OF SUCH SERVICE PAYMENTS, AUTHORIZING A RELATED AMENDMENT OF AN AGREEMENT WITH THE DUBLIN CITY SCHOOL DISTRICT, AND DECLARING AN EMERGENCY. WHEREAS, Ohio Revised Code Sections 5709.40, 5709.42 and 5709.43 provide that this Council may declare improvements to parcels of real property located in the City to be a public purpose thereby exempting those improvements from real property taxation for a period of time, specify public infrastructure improvements to be made to benefit those parcels, provide for the making of semiannual service payments in lieu of taxes by the owners thereof, and establish a municipal public improvement tax increment equivalent fund into which such service payments shall be deposited; and WHEREAS, Ruscilli Construction Co. Inc. Profit Sharing Plan and Trust and Olde Poste „~, Properties presently owns all of the property described on Exhibit A hereto (the Property), all of which Property is located in the City, and Columbus Building, L.L.C. d/b/a Gordon Flesch Company, Inc. and Brentlinger Enterprises d/b/a Midwestern Auto Group will each acquire certain portions of that property as shown on Exhibit A and Columbus Building, L.L.C. and Brentlinger Enterprises presently intend to make improvements to the portions of the Property to be acquired by each of them, and this Council expects to make the public infrastructure improvements (the Infrastructure Improvements) generally described in Exhibit B hereto that once made would directly benefit the Property; and WHEREAS, the City has determined that it is necessary and appropriate and in the best interests of the City to provide for semiannual service payments in lieu of taxes with respect to the Property pursuant to Section 5709.42 of the Ohio Revised Code (the Tax Increment Financing); and WHEREAS, the implementation of this Tax Increment Financing is contingent on the execution of the Amendment to the Municipal Income Tax Revenue Sharing Agreement referred to in Section 5 of this Ordinance; WHEREAS, notice of this proposed Tax Increment Financing has been delivered to the Dublin City School District in accordance with Section 5709.40 of the Ohio Revised Code and to the Central Ohio Joint Vocational School District in accordance with Section 5709.83 of the Ohio Revised Code, and pursuant to Section 5709.40 the Dublin City School District has approved or is deemed to have approved the exemptions provided for hereby; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Counties of Franklin, Union and Delaware, State of Ohio, that: Section 1. Pursuant to and in accordance with the provisions of Ohio Revised Code Section 5709.40, this Council hereby finds and determines that 100 % of the increase in true value of the Property subsequent to the effective date of this Ordinance (which increase in true value is hereinafter referred to as the "Improvements" as defined in Section 5709.40) is a public purpose, and 100 % of the Improvements is hereby declared to be a public purpose and exempt from taxation for a period commencing on the date of passage of this Ordinance and ending with the earlier of the lesser of (i) ten (10) years or (ii) that number of years ending with the conclusion of the year in which the amount of service payments in lieu of taxes made pursuant to Section 3 of this Ordinance and deposited into the Columbus Building, L.L.C./Brentlinger Enterprises Project Municipal Public Improvement Tax Increment Equivalent Fund (the Fund) established pursuant to Section 4 of this Ordinance equals or exceeds the one and one-half million dollar ($1,500,000) cost of Infrastructure Improvements to be paid from that Fund, and the Amendment to the Municipal Income Tax Revenue Sharing Agreement referred to in Section 5 of this Ordinance shall provide that any amount received into that fund in excess of $1,500,000 shall be paid to the Dublin City School District. In no event shall such exemption extend beyond the date on which the City can no longer require semiannual service payments in lieu of taxes under Sections 5709.40 and 5709.42 of the Revised Code, all in accordance with the requirements of said Sections 5709.40 and 5709.42. Section 2. The Infrastructure Improvements set forth in Exhibit B hereto are hereby designated as those Infrastructure Improvements that directly benefit, or that once made will directly benefit, the Property. Section 3. As provided in Section 5709.42 of the Revised Code, the respective owner or owners of the Improvements are hereby required to, and shall make, semiannual service payments in lieu of taxes to the County Treasurer on or before the final dates for payment of real property taxes, which service payments shall be deposited in the Fund established pursuant to Section 4 of this Ordinance. The Tax Increment Financing and Economic Development Agreement by and among the City and Ruscilli Construction Co., Inc. Profit Sharing Plan and Trust and Olde Poste Properties, Columbus Building, L.L.C. and Brentlinger Enterprises, a copy of which is on file with the Clerk of Council, under which the Ruscilli Construction Co., Inc. Profit Sharing Plan and Trust and Olde Poste Properties, Columbus Building, L.L.C. and Brentlinger Enterprises respectively agree to make semiannual service payments in lieu of taxes for those portions of the property owned by each of them, is hereby approved, and the City Manager and Director of Finance are hereby authorized and directed to execute said Agreement on behalf of the City in substantially the form on file with the Clerk of Council, together with such revisions or additions thereto as are approved by the City Manager and Director of Finance, and those City officials are further authorized to provide such information and to execute, certify or furnish such other documents, and to do all other things as are necessary for and incidental to carrying out the provisions of that Agreement. Section 4. This Council hereby establishes, pursuant to and in accordance with the provisions of Section 5709.43 of the Ohio Revised Code, the Columbus Building, L.L.C. /Brentlinger Enterprises Project Municipal Public Improvement Tax Increment Equivalent Fund, into which shall be deposited all of the semiannual service payments in lieu of taxes distributed to the City with respect to the Improvements on the Property by or on behalf of the County Treasurer as provided in Section 5709.42 of the Ohio Revised Code, and hereby provides that all of the moneys deposited in the Fund shall be used solely for the following purposes: (i) To pay the cost of constructing the Infrastructure Improvements; (ii) To pay the interest on and principal of bonds or notes issued by the City in order to finance the Infrastructure Improvements until such notes or bonds are paid in full; and (iii) To make payments to the Dublin City School District as provided in Section 1 """"' of this Ordinance. The Fund shall remain in existence so long as such service payments are collected and used for the aforesaid purposes, after which said Fund shall be dissolved in accordance with said Section 5709.43. Section 5. The Amendment to the Municipal Income Tax Revenue Sharing Agreement dated February 27, 1995, between the City and Dublin City School District, a copy of which Amendment is on file with the Clerk of Council, under which the School District agrees it will not receive municipal income tax payments under Section 5709.82 of the Revised Code with respect to the exemption under this Ordinance, is hereby approved, and the City Manager and -2- Director of Finance are hereby authorized and directed to execute that Amendment on behalf of the City in substantially the form on file with the Clerk of Council, together with such revisions or additions thereto as are approved by the City Manager and Director of Finance. Section 6. Pursuant to Section 5709.40 of the Ohio Revised Code, the Clerk of Council is hereby directed to deliver a copy of this Ordinance to the Director of the Department of Development of the State of Ohio within fifteen days after its passage. On or before March 31 of each year that the exemption set forth in Section 1 hereof remains in effect, the Clerk of Council or other authorized officer of this City shall prepare and submit to the Director of the Department of Development of the State of Ohio the status report required under Section 5709.40(D) of the Ohio Revised Code. Section 7. This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council and that all deliberations of this Council that resulted in those formal actions were in meetings open to the public in compliance with the law. Section 8. This Ordinance is hereby declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety and welfare of this City and for the further reason that it is immediately necessary to provide for the funding for the Infrastructure Improvements so that the Infrastructure Improvements may be constructed as quickly as possible, thereby permitting development of the Property which will provide needed jobs and employment opportunities; wherefore, this Ordinance shall be in full force and effect immediately after its passage. Signed: -, -, , Pr&sidrng Off er Attest: ~.u'r't~w4_ ~_(,~~C.~,.r~,~ Passed: ~ 1997 Effective: 1997 Clerk of Council •+,.;~ n~ ~'~~+~ce/Re9e1+-t+ee'were Pnstrd in fM i F;oeohl/ rA-t'f-' 're'Q~ LOp'e5 Of L } ri r); ,. h ^*!At~~'it^ ~:, +'t ~ .+ ~, a +?i ~~' 0f YhR ~:t® i~9Y1SEtl ~~ t: ,y tier of C nrl, n, Ohio (~55~' -3- EXHIBIT A LEGAL DESCRIPTION OF PROPERTY DESCRIPTION OF A 75.878 ACRE TRACT OF LAND, LOCATED SOUTH OF POST ROAD, AND EAST OF PERIMETER LOOP ROAD IN THE CITY OF DUBLIN, FRANKLIN COUNTY, OHIO. Situated in the State of Ohio, County of Franklin, City of Dublin, and being in Virginia Military Survey No.'s 2542 and 2999, being bounded and described in particular, as follows: Beginning for reference at a railroad spike found in the centerline of Post Road (60 ft. wide), said spike marking the northeast corner of a remainder of the 115.00 acre tract of land described and conveyed to Olde Poste Properties by deed of record in Official Record 13476, E-20, all records herein at the Franklin County Recorder's Office, and said spike also marking the northwest corner of METRO NORTH BUSINESS PARK as shown and delineated in Plat Book 66, Page 71; thence South 2°53'01" East, 1569.62 feet along the east line of the remainder of said 115.00 acre Olde Poste tract, said line also being the west line of said Metro North Business Park, to an iron pin set in the southerly right of way line of Perimeter Drive (80 ft. wide) as shown and delineated in Plat Book 85, Pages 51, 52 and 53; and marking the true point of beginning for this description; thence South 2°53'01" East, 1081.99 feet continuing along the east line of the remainder of said 115.00 acre Olde Poste tract, said line also being the west line of said Metro North Business Park, to an iron pin set in the north limited access right of way line of U.S. Rt. 33 and St. Rt. 161 as shown and delineated on sheet 11 of 24 of Ohio Department of Transportation right of way plans FRA-270-7.47 N, said pin marking a southeast corner of the remainder of said 115.00 acre Olde Poste tract, and said point also marking the southwest corner of said Metro North Business Park; thence with the north limited access right of way line of U.S. Rt. 33 and St. Rt. 161 the following five (5) courses and distances: ~.1. North 87°56'25" West, 380.42 feet to an iron pin found; 2. South 80°44'59" West, 203.96 feet to an iron pin found; 3. North 87°56'25" West, 500.03 feet to an iron pin found; `"4. North 87°08'43" West, 347.49 feet, passing an iron pin found at 85.79 feet marking a southwest corner of the remainder of said 115.00 acre Olde Poste tract, said iron pin marking the southeast corner of a 27.193 acre tract to Jack Ruscilli, Trustee, et al., in O.R. 8542, E-17; 5. North 87°58'11" West, 1190.0 feet to an iron pin set marking a southwest corner of said 27.193 Ruscilli tract, and said point also marking the southeast corner of a 0.240 acre parcel of land (a.k.a. 18A WD) to the State of Ohio in Deed Book 2812, Page 485; thence with the east and north line of said parcel 18A - WD the following four (4) courses and distances: 1. North 2°01'49" East, 75.00 feet to a point; 2. North 38°34'15" West, 46.10 feet to a point; 3. North 55°25'47" West, 46.49 feet to a point; .~. 4. North 87°58'11" West, 30.10 feet to a railroad spike set in the centerline of said Perimeter Loop Road, said point marking a southwest corner of said 27.193 acre Ruscilli tract; thence North 2°56'07° West, 748.27 feet along centerline of said Perimeter Loop Road, passing the northwest corner of said 27.193 acre Ruscilli tract at 643.07 feet, to a railroad spike set, marking the northwest corner of the remainder of said 115.00 acre Olde Poste tract; ,,~„ thence North 87°03'53" East, 30.00 feet perpendicular to the centerline of said Perimeter Loop Road to an iron pin set in the east right of way line of said Perimeter Loop Road said pin marking a northwesterly corner of the remainder of said 115.0 acre Olde Poste tract, and said point also marking .,~ a southwesterly corner of a 4.27 acre remainder of a 16.003 acre tract to Olde Poste Properties in O.R. 10466, J-11; thence North 2°56'07" West, 201.42 feet along the east right of way line of said ,Perimeter Loop Road said line also being the west line of said 4.27 acre remainder Olde Poste tract, to an iron pin set at the point of curvature in the transition of the east right of way line of said Perimeter Loop Road to the south right of way line of Perimeter Drive (80 ft. wide) as shown and delineated in Plat Book 72, Pages 79 & 80; thence with the arc of a curve being the transition curve in the east right of way line of said Perimeter Loop Road to the south right of way line of said Perimeter Drive, having a central angle of 90°00'00", a radius of 30.0 feet, the chord of which bears North 42°03'53" East, 42.43 feet to an iron pin set at the point of tangency in the south right of way line of said Perimeter Drive, said line also being the north line of said 4.27 acre remainder Olde Poste tract; thence North 87°03'53" East, 704.68 feet along the south right of way line of said Perimeter Drive, said line also being the north line of said 4.27 acre remainder Olde Poste tract and a north line of the remainder of said 115.0 acre Olde Poste tract, passing the northeast corner of said 4.27 acre remainder Olde Poste tract at 612.0 feet, to an iron pin set at the point of curvature in the south right „~ of way line of said Perimeter Drive; thence with the arc of a curve to the left, being the south right of way line of said Perimeter Drive, said ~- line also being a north line of the remainder of said 115.0 acre Olde Poste tract, said curve having a central angle of 14°00'00", a radius of 1240.00 feet the chord of which bears North 80°03'53" East, 302.24 feet to an iron pin set at the point of tangency in the South right of way line of said Perimeter Drive; thence North 73°03'53" East, 223.82 feet along the south right of way line of said Perimeter Drive, said line also being a north line of the remainder of said 115.0 acre Olde Poste tract, to an iron pin set at a point of curvature in the south right of way line of said Perimeter Drive; thence with the arc of a curve to the right, being the south right of way line of said Perimeter Drive, said line also being a north line of the remainder of said 115.0 acre Olde Poste tract, said curve having a central angle of 39°33'06", a radius of 1160.0 feet the chord of which bears South 87°09'34" East, 784.95 feet to an iron pin set at a point of tangency in the south right of way line of said Perimeter Drive; thence South 67°23'01" East, 423.91 feet along the south right of way line of said Perimeter Drive, to an iron pin set at a point of curvature in the south right of way line of said Perimeter Drive; thence with the arc of a curve to the left, being the south right of way line of said Perimeter Drive, said curve having a central angle of 23°34'52", a radius of 640.0 feet the chord of which bears South 79°10'27" East, 261.55 feet to a point non-tangent to the south right of way line of said Perimeter ~* Drive and to the point of beginning containing 75.878 acres of land more or less; the basis of bearing used in this description is the same meridian as used in the plat book 72 page 79. +~ This description was prepared by Pomeroy and Associates, Inc., Consulting Engineers and Surveyors, Worthington, Ohio from available records, and field information. POMEROY AND ASSOCIATES, INC. siy9~ Je ry Ryser, .S. Date Ohio Registered Professional Surveyor No. 7599 .~ EXHIBIT B DESCRIPTION OF PUBLIC IMPROVEMENTS The public infrastructure improvements consists of pavement and appropriate appurtenances of an extension of Wall Street south of Perimeter Drive from the existing intersection with Perimeter Drive to loop back to connect to Perimeter Drive at the existing intersection of Metatec Boulevard with Perimeter Drive, approximately 2,850 feet in length. The City will also construct approximately 4,280 feet of sanitary sewer, including abandoning in place and replacing approximately 225 feet of existing sanitary sewer near the existing eastern terminus of Wall Street. The City will also construct all of the required public improvements located within the public right-of--way or easements granted to the City including earthwork, asphalt, curbing, landscaping within the right-of-way or easements, sidewalks, street lighting, and pavement markings and traffic signing. In addition, the City will construct storm sewers and water lines in general conformance with the approved preliminary plat. Such improvements also include all necessary easements, rights-of-way, plats, plans, permits and other related documents or construction not specifically mentioned, but which is required for constructing said improvements. 0 POST ROAD METATEC 14.5 ACRES 1 j STATE FARM 4 4.8 ACRES 5.5 ACRES 1 DAY CARE 1.4 ACRES FRIDGIDAIRE 13.5 ACRES 1.8 ACRES ~ ~'~~ DELUXE CHECK ,~ /. 4.4 ACRES 3.6 ACRES I E]aSi1NC -- ~ I POND I I 5.4 ACRES I ~.. ..~/ 4.1 ACRES R DRIVE ~~" j ~ 4.1 ACRES <° r,~u~.,.;~;.,,. ~ .c ~` ~~ FUTURE ~+ FUTURE FUTURE ~ -~ ' I DEVELOPMENT DEVELOPMENT DEVELOPMENT ~O ~\' -- ~ ~ 4.1 ACRES 4.1 ACRES 4.1 ACRES ~'~'~~~- ~..~ / ( FUTURE DEVELOPMENT ` 1 . 3.2 ACRES MIDWEST AUTO FUTURE ` DEVELOPMENT FUTURE FUTURE ''~ I GROUP 14.5 ACRES 5.9 ACRES \ DEVELOPMENT DEVELOPMENT FUTURE ~' ~ 4.0 ACRES 4.3 ACRES ~ DEVELOPMEN PROPOS T 3.4 ACRES ,,~ ED W AS, STREET ~~ ~ ' b J 367.00 Y 50• } ~, FUTURE ~; . s DEVELOPMENT 1a FUTURE FUTURE ~ ~< `~ 7.4 ACRES DEVELOPMENT GOROON ~ DEVELOPMENT FLESCH 6.0 ACRES 6.0 ACRES 4.2 ACRES "~ ,. Y ti.<r,,w v . _ . .._ }.~~..,., 'J ,. - STATE ROUTE 161 --- - ~~~~_~ _ PREPARED BY: ' . .area to be SCALE: 1 " = 400' ome rQ included i 'Y' 1 F ~ SS n 0 200 400 O C1 ~ 77t ~~cres c~ s~~ 6877 North I-Cgh Street • Rorthington, Ohio 43085 Phone(814)885-2498 • Fas~614)885-2888 CITY OF DUBLIN Memo Office of the City Manager """ 5200 Emerald Parkway Dublin, Ohio 43017-1006 Phone: 614-761-6500 Fax: 614-889-0740 To: From: Date: Re: Members of Dublin City Council Timothy C. Hansley, City Manager ~i_ Initiated by: May 15, 1997 Ordinance No. 82-97 Tax Increment Financing For The 73~ Acre Ruscilli Site On The Southside of Perimeter Drive Marsha I. Grigsby, Director of Finance As City Council is aware, discussions with regard to establishing a tax increment financing (TIF) district for the above referenced site (see attached map for reference) have been in progress for many months. Based on consensus reached by the parties involved, Ordinance No. 82-97 authorizes the establishment of a TIF district for the 73~ acre site, defines the private and public improvements to be constructed and provides for service payments in lieu of property taxes to be collected and used as the funding source to pay for the public improvements. An amended Income Tax Revenue Sharing Agreement will be entered into between the City and the Dublin City School District. This agreement will allow the City to receive 100% of the increase in real property value (private improvements) without having to share withholding income tax revenue generated from the new employee payroll by each employer which is an occupant within the TIF district. This agreement will be similar to the amended agreement entered into as a result of the TIF established for the "Thomas/Kohler site". s~• Members of Dublin City Council May 15, 1997 Page Two The public infrastructure improvements will be constructed by the City and are estimated to cost approximately $1,325,000. The increase in real property value as a result of the private improvements is estimated to be between $8.5 to $9.2 million. Based on these estimates, service payment in the amount of $200,000 to 220,000 will be collected annually. These estimates will result in the repayment of the cost of the public infrastructure costs in approximately six (6) years of full value for the for the Gordon Flesch and Midwestern Auto Group developments. Repayment of the public infrastructure costs will occur sooner if development in addition to Gordon Flesch and Midwestern Auto Group occurs on the site. Formal notice, as required by Section 5709.40 of the Ohio Revised Code, has been given to the Dublin City School District and the Central Ohio Joint Vocational School District. Approval by the School Boards is scheduled for their May 28, 1997 meeting. Coming to agreement on the terms of this TIF again shows the willingness of the City and the Dublin City School District to work together and make compromises in an effort to work out economic development issues that benefit both entities. S:\FINANCE\FAX\MEMO\CTM-01. WPD TAX INCREMENT FINANCING AND ECONOMIC DEVELOPMENT AGREEMENT This Tax Increment Financing and Economic Development Agreement (the Agreement), made and entered into as of this day of 1997, by and among the City of Dublin, Ohio (the City), a municipal corporation organized and existing under the constitution and the laws of the State of Ohio, and Ruscilli Construction Co., Inc. Profit Sharing Plan and Trust and Olde Poste Properties, an Ohio general partnership (Ruscilli and Olde Poste), Columbus Building, L.L.C. (Columbus), a limited liability company, and Brentlinger Enterprises d/b/a Midwestern Auto Group/Midwestern BMW, an Ohio general partnership (MAG) (collectively, the Owners). WITNESSETH: WHEREAS, Ruscilli and Olde Poste presently own all of the property described on Exhibit A to this Agreement; and WHEREAS, simultaneously with or after the execution of this Agreement, each of Columbus and MAG intend to acquire by deed (collectively, the Deeds) their respective portions of that certain real property located in the City which is in the aggregate described in Exhibit A attached hereto (collectively, the Property) and which respective portions are also described on Exhibit A, and each of Columbus and MAG intends to improve its respective portion of that Property by making the private improvements with respect to such respective portions, which private improvements are generally described on Exhibit B hereto (the Private Improvements); and WHEREAS, the Owners desire that the public infrastructure improvements described in Exhibit C attached hereto (the Public Improvements) be constructed and installed by the City, and agree that the Public Improvements will benefit the Property; and WHEREAS, the City has determined that it is necessary and appropriate and in the best interests of the City to provide for each of the Owners, their successors and assigns to make service payments in lieu of taxes with respect to its respective portion of the Property and for the construction by the City of the Public Improvements, pursuant to and in accordance with Revised Code Sections 5709.40, 5709.42 and 5709.43 (collectively, the Act), and the City by its Ordinance No. passed , 1997 (the Ordinance), has declared that the increase in true value of the Property brought about by any acquisitions of the Property and the construction of the Private Improvements (collectively, the Project) and other improvements is a public purpose and declared to be exempt from taxation commencing on the date of passage of such Ordinance and ending with the earlier of the lesser of (i) ten (10) years or (ii) that number of years ending with the conclusion of the year in which the amount of the payments in lieu of taxes made pursuant to Section 3 of this Ordinance and deposited into the tax increment equivalent fund established pursuant to Section 4 of this Ordinance equals or exceeds the one and one-half million dollar ($1,500,000) cost of Public Improvements to be paid from that fund, and in no event shall such exemption extend beyond the date on which the City can no longer require semi-annual service payments in lieu of taxes under Section 5709.40 and 5709.42 of the Revised Code and the Ordinance; and WHEREAS, in order to provide for the collection of such payments in lieu of taxes and to enable the Project to be carried out, the parties desire to enter into this Agreement on the terms as hereinafter provided; NOW, THEREFORE, in consideration of the premises and covenants contained herein, and to induce the City to proceed with the construction of the Public Improvements, the parties hereto agree as follows: Section 1. Right of Way. Each of the Owners hereby individually agree to convey or cause to be conveyed by deed or dedication plat to the City that right-of-way, if any, through its respective portion of the e•• Property that is shown on Exhibit C, together with any easements granted to the City, all as are necessary for the making of any and all of the Public Improvements as shown on Exhibit C to this Agreement, and to convey that right-of--way in fee and grant those easements at the times required for the making of those Public Improvements under this Agreement. Section 2. Construction of the Project. Unless the City consents in writing to a different date, which consent shall not be unreasonably withheld, Columbus and MAG hereby agree to cause their respective Private Improvements as described on Exhibit B to be constructed on their respective portions of the Property shown on Exhibit C, and to cause such construction to be completed so as to cause the granting of a temporary certificate of occupancy by July 1, 1998 for Columbus and December 15, 1998 for MAG. ,~~, Section 3. Covenant to Make Payments in Lieu of Taxes. Each of the Owners, for itself and any successors in interest to its respective portions of the Property, or any part thereof or interest therein, hereby agrees to make for its respective portions of the Property semiannual service payments in lieu of taxes (the Service Payments) with respect to the related "Improvements" to that portion of the Property, as that term is used and defined in the Act, pursuant to and in accordance with the requirements of the Act, and pursuant to Ordinance No. passed 1997, and any subsequent amendments or supplements thereto. Such Service Payments shall be made semiannually to the County Treasurer (or to his designated agent for collection of the Service Payments) on or before the date on which real property taxes would otherwise be due and payable for the Property. Any late payments shall bear interest at the then current rate established under Sections 323.121(B)(1) and 5703.47 of the Ohio Revised Code, as the same may be amended from time to time, or any successor provisions thereto as the same may be amended from time to time. Each semiannual payment shall be in the same amount as the real property taxes that would have been charged and payable against that portion of the Property had an exemption from taxation not been granted, and otherwise shall be in accordance with the requirements of the Act. It is intended and agreed, and it shall be so provided by the Owners in the Deeds and in any future deed from any Owner conveying any part of the Property, that the covenants provided in this Section shall be covenants running with the land and that they shall, in any event and without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity, for the benefit and in favor of and enforceable by, the City, whether or not this Agreement remains in effect or whether or not such provision is included by that Owner in any succeeding deed to that Owner's successors and assigns. It is further intended and agreed that these agreements and covenants shall remain in effect for the full period of exemption permitted in accordance with the requirements of the Act and the City's Ordinance enacted pursuant thereto. Such covenants running with the land in a Deed shall have priority over any other lien or encumbrance on the Property, except for such title exceptions as are approved in writing by the City, and the Owner shall cause any and all holders of mortgages or other liens existing on that Property (if any) as of the time of recording of the related Deed, to subordinate such lien to the covenants running with the land provided in that Deed. Nothing in this Agreement shall be interpreted to prevent or otherwise disallow an Owner from contesting the validity or amount of (i) real estate taxes attributable to a portion of the Property owned by it, or (ii) the increase in the value of Property brought about by that Owner's acquisition thereof and construction of the related Private Improvements or other subsequent improvements. Section 4. Exemption Application. Each Owner further agrees for itself and its successors and assigns to assist and cooperate with the City in the preparation and filing by such Owner of all necessary applications and supporting documents to obtain the exemption from real property taxation for the Project authorized by the Act and the City, and to enable the City to collect Service Payments thereunder, and the -2- City shall cooperate with the Owners in connection with the preparation and filing of the initial and any further applications required to accomplish that purpose. The initial application(s) for the Columbus/MAG Private Improvements shall be made no later than December 31, 1997, unless the City agrees to a later date. Section 5. Title Evidence. At the City's option and at its request, the Owners hereby each agree to provide such title evidence at no cost to the City as is necessary to demonstrate to the City's satisfaction that the covenants running with the land provided in Section 3 hereof are set forth in the Deeds to the satisfaction of the City and are prior and superior to any other liens, encumbrances or other title exceptions, except for those which are approved in writing by the City. Section 6. Assignments. Columbus and MAG agree not to assign (i) this Agreement without the prior written consent of the City, which consent shall not be unreasonably withheld, or (ii) all or any part of their individual portions of the Project without the prior written consent of the City, which consent shall not be unreasonably withheld, until the construction of their portion has been completed as evidenced by the issuance by the City of a certificate of occupancy. Thereafter, those Owners may assign their completed Project or any portion thereof and applicable rights and obligations under this Agreement without the City's consent. Section 7. Release. Upon satisfaction of an Owner's obligations under this Agreement and termination of such Owner's obligations to make the Service Payments, the City shall, upon the request of an Owner, execute an instrument in recordable form evidencing such termination and releasing the covenants running with the land set forth in the Deed relating to such Owner's Property. Section 8. Estoppel Certificate. Upon request of an Owner, the City shall execute and deliver to such Owner or any proposed purchaser, mortgagee or lessee of the Property, a certificate stating: (a) that the Agreement is in full force and effect, if the same is true; (b) that the Owners are not in default under any of the terms, covenants or conditions of the Agreement, or, if an Owner is in default, specifying same; and (c) such other matters as such Owner may reasonably request. Section 9. City Public Improvements. The Owners' covenants and obligations made in this Agreement are subject to and conditioned upon the City's providing or obtaining necessary financing for the ~. Public Improvements, and upon the City's carrying out to completion the construction of the Public j Improvements. The City shall allow the Owners temporary ingress and egress to and from the Property during the construction of the Private Improvements. Unless the Owners consent in writing to a different date, which consent shall not be unreasonably withheld, the City hereby agrees to complete by December 31, 1997, the construction and installation of the Public Improvements depicted on Exhibit C; provided, however, that if the City consents under Section 2 of this Agreement to extend the date for completion of the Columbus/MAG Private Improvements the time for completion of the City's obligations under this paragraph to complete the Columbus/MAG Public Improvements shall be likewise and automatically extended by an equal amount of time for completion of the Columbus/MAG Private Improvements and no consent of the Owner shall be necessary for that extension to the City. In addition to and supplementing, and to the extent necessary superseding any other provisions of this Section 9, the Owners and the City express their understanding and intention that they will closely coordinate all work on any Public Improvements under this Section 9 to the mutually beneficial end result that those Public Improvements will be open or accessible for connection to Private Improvements at the times required for the servicing of those Private Improvements as they are being developed and completed for occupancy. -3- Section 10. Construction Drawings. Ruscilli and Olde Poste are causing to be prepared the construction drawings and any related documents required for the Columbus/MAG Public Improvements, all in accordance with the City's usual requirements for such work, and shall otherwise be in form and substance satisfactory to the City. Such construction drawings and original mylar drawings, the digital copy in an electronic form acceptable to the City and a prepared dedication plat shall be completed and available and suitable for bidding as determined by the City, on or before July 31, 1997. Ruscilli and Olde Poste agree to sell those drawings to the City, and the City agrees to purchase these drawings from Ruscilli and Olde Poste, for an amount not to exceed $ , unless a higher amount is approved in writing by the City Manager of the City. Section 11. Force Majeure. The provisions of this Agreement are subject to the following „~,~ limitations: If by reason of acts of God; fires; epidemics; landslides; floods or other unusual or adverse weather conditions; strikes; lockouts or other industrial disturbances; acts of public enemies; acts or orders of any kind of any governmental authority (except that acts or orders of the City shall not excuse the City's own performance under this Agreement); insurrections; riots; civil disturbances; explosions; breakage or accident to machinery, transmission pipes or canals; partial or entire failure of utilities; or any cause or event not reasonably within the control of a party to this Agreement, that party is unable in whole or in part to carry out its agreements on its part herein contained, other than any obligations on the part of that party to make payments under this Agreement, that party shall not be deemed in default during the continuance of such inability. That party shall, however, use its best efforts to remedy with all reasonable dispatch the cause or causes preventing that party from carrying out its agreements; provided, that such party shall in no event be required to settle strikes, lockouts or other industrial disturbances by acceding to the demands of the opposing party or parties when such course is, in the judgment of that party, unfavorable to the party to this Agreement. Section 12. Representations of Owners. Each Owner hereby represents that it will be the owner in fee simple of its respective Property and have full power and authority to enter into this Agreement and carry out its terms. Section 13. Successors. This Agreement shall be binding upon the Owners and their beneficiaries, successors and assigns. Section 14. Conditions Precedent to Agreement Taking Effect. This Agreement shall not take wn. effect unless and until (a) the Council of the City has given final approval to a preliminary plat for the Property which preliminary plat is satisfactory to the Owners, and (b) the City Planing and Zoning Commission has approved a development plan for the Columbus/MAG Private Improvements and the building ~ and landscape plans satisfactory to those Owners. Each Owner's satisfaction with that approved preliminary plat and those development and building and landscape plans shall be evidenced by a writing to the City signed by each Owner, which writing shall not be unreasonably withheld. In the event the Owners do not express their satisfaction in writing with the approved preliminary plat and those approved development and building and landscape plans on or before May 25, 1997, the City's obligations under Section 9 of this Agreement shall be extended one day for each day that elapses after May 25, 1997 until such writing evidencing such satisfaction is received by the City from Ruscilli and Olde Poste. Section 15. Information Reporting. The Owners shall cooperate in all reasonable ways with and provide necessary and reasonable information to the designated Tax Incentive Review Council (the "TIRC") to enable the TIRO to review and determine annually during the term of this Agreement, the compliance of the Owners with the terms of this Agreement. Any information supplied by the Owners shall be provided solely for the purpose of monitoring their compliance with this Agreement. Section 16. Agreement Binding on Parties; No Personal Liability; City Consents. All covenants, obligations and agreements of the City and the Owners contained in this Agreement shall be effective to the -4- extent authorized and permitted by applicable law. No such covenant,obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, officer, agent or employee of the City in other than their official capacity or of any individual person who is an officer, director or shareholder of an Owner other than in their capacity as an officer, director or shareholder, and neither the members of the City Council nor any City official executing this Agreement, or any individual person executing this agreement on behalf of an Owner, shall be liable personally by reason of the covenants, obligations or agreements of the City or that Owner contained in this Agreement. Any consent of the City to be given under this Agreement may be given by the City Manager or the City Manager's duly authorized representative, and shall be given in writing. Section 17. Amendments. This Agreement may only be amended by written instrument executed by all of the parties to this Agreement. Section 18. Notices. All notices, requests, comments or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by registered or certified mail, postage prepaid, addressed to: (a) To Ruscilli and Olde Poste at: (b) To Columbus at: (c) To MAG at: with a copy to: Ruscilli Real Estate Services, Inc. 2041 Arlingate Lane Columbus, Ohio 43328 Attention: L. Jack Ruscilli and Timothy D. Kelton Thomas Flesch c/o Gordon Flesch Company, Inc. 2020 Dividend Drive Columbus, Ohio 43228-3880 Midwestern Auto Group 5016 Post Road Dublin, Ohio 43017 Attention: Charles Ash James H. Balthauser, Esq. Thompson, Hine & Flory 7th Floor 10 W. Broad Street Columbus, Ohio 43215 (d) To the City at: Department of Development City of Dublin 5800 Shier-Rings Road Dublin, Ohio 43017 Attention: Director of Development -5- The Owners and the City may, subsequent to the provision of proper notice, designate any further, different or more specific addresses to which mailing shall be sent. Section 19. Counterparts. This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument. Any one or more of such counterparts or duplicate signature pages may be removed from any one or more original copies of this Agreement and annexed to other counterparts or duplicate signature pages to form a completely executed original instrument. IN WITNESS WHEREOF, the City and the Owners have caused this Agreement to be executed in their respective names by their duly authorized officers, as of the date hereinabove written. Witness Witness CITY OF DUBLIN, OHIO By: City Manager By: Director of Finance Approved as to Form: Director of Law Witness i ~ Witness Witness Witness Witness Witness RUSCILLI CONSTRUCTION CO., INC. PROFIT SHARING PLAN AND TRUST AND OLDE POSTE PROPERTIES, AN OHIO GENERAL PARTNERSHIP By: Title: COLUMBUS BUILDING, L.L.C. By: Title: BRENTLINGER ENTERPRISES By: Title: -6- CERTIFICATE As the Director of Finance of the City of Dublin, I certify that the money required to meet the obligations of the City of Dublin during the year 1997 under the attached Agreement has been lawfully appropriated by the Council of the City for those purposes and is in the treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44 of the Revised Code. Dated: 1997 Director of Finance City of Dublin, Ohio -7- STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) The foregoing instrument was acknowledged before me this day of 1997, by Timothy C. Hansley and Marsha I. Grigsby, the City Manager and Director of Finance, respectively, of the City of Dublin, Ohio, a municipal corporation, on behalf of said municipal corporation. Notary Public STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) The foregoing instrument was acknowledged before me this day of 1997, by of Ruscilli Construction Co. , Inc. profit Sharing Plan and Trust and Olde Poste Properties, an Ohio general partnership, which executed such instrument on behalf of said general partnership. Notary Public STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) The foregoing instrument was acknowledged before me this day of 1997, by of Columbus Building, L.L.C. ,which executed such instrument on behalf of said limited liability company. "~ Notary Public STATE OF OHIO ) SS: COUNTY OF FRANKLIN ) The foregoing instrument was acknowledged before me this day of 1997, by of the Brentlinger Enterprises, which executed such instrument on behalf of said partnership. Notary Public -8- ~, EXHIBIT A LEGAL DESCRIPTION OF PROPERTY DESCRIPTION OF A 75.878 ACRE TRACT OF LAND, LOCATED SOUTH OF POST ROAD, AND EAST OF PERIMETER LOOP ROAD IN THE CITY OF DUBLIN, FRANKLIN COUNTY, OHIO. Situated in the State of Ohio, County of Franklin, City of Dublin, and being in Virginia Military Survey No.'s 2542 and 2999, being bounded and described in particular, as follows: 3eginning for reference at a railroad spike found in the centerline of Post Road (60 ft. wide), said spike marking the northeast corner of a remainder of the 115.00 acre tract of land described and "'conveyed to Olde Poste Properties by deed of record in Official Record 13476, E-20, ali records herein at the Franklin County Recorder's Office, and said spike also marking the northwest corner of METRO NORTH BUSINESS PARK as shown and delineated in Plat Book 66, Page 71; thence South 2°53'01" East, 1569.62 feet along the east line of the remainder of said 115.00 acre Olde Poste tract, said line also being the west line of said Metro North Business Park, to an iron pin set in the southerly right of way line of Perimeter Drive (80 ft. wide) as shown and delineated in Plat Book 85, Pages 51, 52 and 53; and marking the true point of beginning for this description; thence South 2°53'01" East, 1081.99 feet continuing along'the east line of the remainder of said 115.00 acre Olde Poste tract, said line also being the west line of said Metro North Business Park, to an iron pin set in the north limited access right of way line of U.S. Rt. 33 and St. Rt. 161 as shown and delineated on sheet 11 of 24 of Ohio Department of Transportation right of way plans FRA-270-7.47 N, said pin marking a southeast corner of the remainder of said 115.00 acre Olde Poste tract, and said point also marking the southwest corner of said Metro North Business Park; thence with the north limited access right of way line of U.S. Rt. 33 and St. Rt. 161 the following five (5) courses and distances: l . North 87°56'25" West, 380.42 feet to an iron pin found; _'. South 80°44'59" West, 203.96 feet to an iron pin found; 3. North 87°56'25" West, 500.03 feet to an iron pin found; ~. North 87°08'43" West, 347.49 feet, passing an iron pin found at 85.79 feet marking a southwest comer of the remainder of said 115.00 acre Olde Poste tract, said iron pin marking the southeast corner of a 27.193 acre tract to Jack Ruscilli, Trustee, et al., in O.R. 8542, E-17; 5. North 87°58'11" West, 1190.0 feet to an iron pin set marking a southwest corner of said 27.193 Ruscilli tract, and said point also marking the southeast corner of a 0.240 acre parcel of land (a.k.a. 18A WD) to the State of Ohio in Deed Book 2812, Page 485; thence with the east and north line of said parcel 18A - WD the following four (4) courses and distances: 1. North 2°01'49" East, 75.00 feet to a point; 2. North 38°34'15" West, 46.10 feet to a point; 3. North 55°25'47" West, 46.49 feet to a point; 4. North 87°58'11" West, 30.10 feet to a railroad spike set in the centerline of said Perimeter Loop Road, said point marking a southwest corner of said 27.193 acre Ruscilli tract; thence North 2°56'07" West, 748.27 feet along centerline of said Perimeter Loop Road, passing the northwest corner of said 27.193 acre Ruscilli tract at 643.07 feet, to a railroad spike set, marking the northwest corner of the remainder of said 115.00 acre Olde Poste tract; .thence North 87°03'53" East, 30.00 feet perpendicular to the centerline of said Perimeter Loop Road to an iron pin set in the east right of way line of said Perimeter Loop Road said pin marking a northwesterly corner of the remainder of said 115.0 acre Olde Poste tract, and said point also marking ~•a southwesterly corner of a 4.27 acre remainder of a 16.003 acre tract to Otde Poste Properties in O.R. 10466, J-11; thence North 2°56'07" West, 201.42 feet along the east right of way line of said ,Perimeter Loop Road said line also being the west line of said 4.27 acre remainder Olde Poste tract, to an iron pin set at the point of curvature in the transition of the east right of way line of said Perimeter Loop Road to the south right of way line of Perimeter Drive (80 ft. wide) as shown and delineated in Plat Book 72, Pages 79 & 80; thence with the arc of a curve being the transition curve in the east right of way line of said Perimeter Loop Road to the south right of way line of said Perimeter Drive, having a central angle of 90°00'00", a radius of 30.0 feet, the chord of which bears North 42°03'53" East, 42.43 feet to an iron pin set at the point of tangency in the south right of way line of said Perimeter Drive, said line also being the north line of said 4.27 acre remainder Olde Poste tract; thence North 87°03'53" East, 704.68 feet along the south right of way line of said Perimeter Drive, said line also being the north line of said 4.27 acre remainder Olde Poste tract and a north line of the remainder of said 115.0 acre Olde Poste tract, passing the northeast corner of said 4.27 acre remainder Olde Poste tract at 612.0 feet, to an iron pin set at the point of curvature in the south right """""of way line of said Perimeter Drive; thence with the arc of a curve to the left, being the south right of way line of said Perimeter Drive, said line also being a north line of the remainder of said 115.0 acre Olde Poste tract, said curve having a central angle of 14°00'00", a radius of 1240.00 feet the chord of which bears North SO°03'53" East, 302.24 feet to an iron pin set at the point of tangency in the south right of way line of said Perimeter Drive; thence North 73°03'53" East, 223.82 feet along the south right of way line of said Perimeter Drive, said line also being a north line of the remainder of said 115.0 acre Olde Poste tract, to an iron pin set at a point of curvature in the south right of way line of said Perimeter Drive; thence with the arc of a curve to the right, being the south right of way line of said Perimeter Drive, said line also being a north line of the remainder of said 115.0 acre Olde Poste tract, said curve having a central angle of 39°33'06", a radius of 1160.0 feet the chord of which bears South 87°09'34" East, 784.95 feet to an iron pin set at a point of tangency in the south right of way line of said Perimeter Drive; .~. thence South 67°23'01" East, 423.91 feet along the south right of way line of said Perimeter Drive, to an iron pin set at a point of curvature in the south right of way line of said Perimeter Drive; thence with the arc of a curve to the left, being the south right of way line of said Perimeter Drive, said curve having a central angle of 23°34'52", a radius of 640.0 feet the chord of which bears South 79°10'27" East, 261.55 feet to a point non-tangent to the south right of way line of said Perimeter *~Drive and to the point of beginning containing 75.878 acres of land more or less; :he basis of bearing used in this description is the same meridian as used in the plat book 72 page 79. ,;This description was prepared by Pomeroy and Associates, Inc., Consulting Engineers and Surveyors, Worthington, Ohio from available records, and field information. POMEROY AND ASSOCIATES, INC. siy9~ Je ry Ryser, . S. Date Ohio Registered Professional Surveyor No. 7599 ~• POST ROAD _ _ --~ I I DAY CARE I 1.4 ACRES METATEC ~ _~_ - 14.5 ACRES I , FRIDGIDAIRE I 13.5 ACRES I I ' STATE FARM ' . 4.8 ACRES 5.5 ACRES fI I g ~RZVE 1.8 ACRES DELUXE CHECK I 4.4 ACRES 3.6 ACRES 5.4 ACRES 4.1 ACRES I OaSTINC POND I ~• ..~/ 1 1 1 I 4.1 ACRES v .. ~ . ~ 1 tSS. rwrtr'J' 1.-J_l , ,._tx ":.:;,.,. c .Y ~.: _ FUTURE FUTURE _. - - FUTURE , ' DEVELOPMENT DEVELOPMENT DEVELOPMENT ~'~"\" I .4 4.1 ACRES 4.1 ACRES ~ ~`'*~~•-;. / 4.1 ACRES I ~=~- ~, ~ FUTURE DEVELACRES T ~' ~ I FUTURE FUTURE 1 I .: MIDWEST AUTO 1 DEVELOPMENT FUTURE ~. DEVELOPMENT GROUP 5.S ACRES 4.0 ACRES DEVELOPMENT ~ FUTURE -`.+~ .~ ~ 14.5 ACRES \ 4.3 ACRES ~ DEVELOPMENT ~ - `' PROPOSED WALL STREET ~~ 3.4 ACRES =- < ~ - - ,~ :; ` ~ ~~J 367.00' 50' ' y, ~, FUTURE FUTURE DEVELOPMENT FUTURE ~" GORDON G` t 7.4 ACRES DEVELOPMENT DEVELOPMENT FLESCH 6.0 ACRES 6.0 ACRES 4.2 ACRES `?i - .. * - - .tom. ~ .~ :. ".. ~~' ~'a~+!" _ _ r.-i-~... - s. STATE ROUTE 161 - - - _ PREPARED BY: ~ area to be SCALE: ~~= 400' omerQ i n c l u d ec~ i n ~[' I F SSOC1 ~ ~~± ~~cres 0 200 400 ~ c ~,~. ~ 8877 North Fligh Street • liorthi.ngton, Ohio 43085 Phone(814)885-2498 • Fa~814)885-2888 EXHIBIT B PRIVATE IMPROVEMENTS All private improvements to the parcels described on Exhibit A, including but not limited to Columbus Building, L.L.C.: A combination office building, showroom, and distribution center, and surrounding landscaping, parking, utilities and related improvements containing not less than 47,000 square feet of building area and having a total construction cost of not less than $3,000,000. Brentlinger Enterprises: A new automotive dealership located on 14+ acres to be used for the storage, display and sale of new and used European automobiles, service of automobiles, office operations supporting such activities and ancillary commercial activities. The primary structure considered for TIF consideration is located on the southern end of the site and will be 70,000+ square feet. The building architecture is unique to this site and includes a curving building with three automobile display "pods" facing to the south and southwest. Construction will utilize high quality masonry materials and will include significant amounts of glass area in the face of the "pods. " Behind the display "pods" a large service area is located. Office operations are located at the northwest end of the building. The entire site is integrated with the distinctive structure and includes an innovative landscape plan utilizing extensive grading which minimizes less desirable views of the operations taking place on the site. «~* Although there are plans for future development on the site, the entire site will be graded, paved and landscaped as part of the initial improvements. The construction cost of the structure will be at least $4,900,000, yielding a total valuation of at least $6,596,000 fort the project. ~• EXHIBIT C PUBLIC IMPROVEMENTS The public infrastructure improvements consists of pavement and appropriate appurtenances of an extension of Wall Street south of Perimeter Drive from the existing intersection with Perimeter Drive to loop back to connect to Perimeter Drive at the existing intersection of Metatec Boulevard with Perimeter Drive, approximately 2,850 feet in length. The City will also construct approximately 4,280 feet of sanitary sewer, including abandoning in place and replacing approximately 225 feet of existing sanitary sewer near the existing eastern terminus of Wall Street. The City will also construct all of the required public improvements located within the public right-of-way or easements granted to the City including earthwork, asphalt, curbing, landscaping within the right-of-way or easements, sidewalks, street lighting, and pavement markings and traffic signing. In addition, the City will construct storm sewers and water lines in general conformance with the approved preliminary plat. Such improvements also include all necessary easements, rights-of--way, plats, plans, permits and other related documents or construction not specifically mentioned, but which is required for constructing said improvements. 0