HomeMy WebLinkAboutOrdinance 008-19RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
08-19
Ordinance No. Passed
AN ORDINANCE AUTHORIZING THE CONVEYANCE OF
CERTAIN REAL PROPERTY AND THE PROVISION OF
CERTAIN INCENTIVES TO THE OHIO STATE
UNIVERSITY TO INDUCE IT TO ESTABLISH A
COMPREHENSIVE AMBULATORY MEDICAL FACILITY
WITHIN THE CITY; AND AUTHORIZING THE
EXECUTION OF A REAL ESTATE PURCHASE AND SALE
CONTRACT, A PROPERTY RECONVEYANCE ESCROW
AGREEMENT AND AN ECONOMIC DEVELOPMENT
AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy (the "Strategy/ approved
by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated
Strategy approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, the
City desires to encourage development and create and preserve jobs and employment
opportunities within the City; and
WHEREAAS, The Ohio State University C'05U� desires to develop a comprehensive
ambulatory medical facility of not less than 225,000 sq. ft. in size which is anticipated to
include a comprehensive range of outpatient services and spaces, inclusive of conference
and educ=ation spaces, medical and surgical specialty clinics, complementary testing and
treatment services, and four ambulatory surgical operating rooms (the "Project) within the
City; and
WHEREAS, the City has determined that the development and operation of the Project will
be compatible with and an enhancement to Dublin's medical, biosciences and healthcare
services industries as envisioned in Dublin's Economic Advancement Zone; and
WHEREiAS, this Council has determined that it is necessary and appropriate and in the
best interests of the City to convey certain real property and provide certain economic
development incentives to OSU, as described in the proposed Real Estate Purchase and
Sale Contract, Property Reconveyance Escrow Agreement and Economic Development
Agreement; and
WHEREAS, this Council has determined to convey certain real property and offer the
economic; development incentives, the terms of which are set forth in substantially final
forms of Real Estate Purchase and Sale Contract, the Property Reconveyance Escrow
Agreement and Economic Development Agreement, all presently on file in the office of the
Clerk of Council, to induce OSU to develop and operate the Project within the City, which
will result: in the creation of new jobs and employment opportunities, thereby improving the
economic; welfare of the people of the State of Ohio and the City, all as authorized in Article
VIII, Sed. -ion 13 of the Ohio Constitution;
NOW THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio,
of the elected members concurring, that:
Section 1_ The Real Estate Purchase and Sale Contract, the Property Reconveyance
Escrow Agreement and the Economic Development Agreement, each by and between the
City and DSU, and each in the form presently on file with the Clerk of Council, respectively
providing for, among other things, the conveyance of certain real property to OSU and the
provision of certain economic development incentives to OSU, all in consideration for OSU's
agreement to develop and operate the Project within the City, which will result in the
creation of new jobs and employment opportunities, are each hereby approved and
authorized with changes therein not inconsistent with this Ordinance and not substantially
adverse to this City and which shall be approved by the City Manager. The City Manager,
for and in the name of this City, is hereby authorized to execute the Real Estate Purchase
and Sale Contract, the Property Reconveyance Escrow Agreement and the Economic
Development Agreement, provided further that the approval of changes thereto by that
official, and their character as not being substantially adverse to the City, shall be evidenced
BARRETT BROTHERS - DAYTON, OHIO
Ordinance No. 08-19
RECORD OF ORDINANCES
tPM@jJ of 2
conclusively by the execution thereof. This Council further authorizes the City Manager, for
and in the name of the City, to execute any amendments to these agreements, which
amendments are not inconsistent with this Ordinance and not substantially adverse to this
City.
Section 2. This Council further hereby authorizes and directs the City Manager, the Director
of Law, the Director of Finance, the Clerk of Council, or other appropriate officers of the City
to prepare and sign all agreements and instruments and to take any other actions as may
be appropriate to implement this Ordinance.
Section 3_ This Council finds and determines that all formal actions of this Council and any
of its committees concerning and relating to the passage of this Ordinance were taken in
open meetings of this Council or committees, and that all deliberations of this Council and
any of its committees that resulted in those formal actions were in meetings open to the
public, alll in compliance with the law including Section 121.22 of the Revised Code.
Section qE. This Ordinan
by lay4j /
Sio ied:
Major - Presioing Officer
Attest: 1--011' v
Clerk of Council
sl}6II be in full force and effect on the earliest date permitted
Passed:a-,r2019
Effective: 2019
C^"" a131ne
Development Department
City of Dublin 5800 Shier Rings Road • Dublin, OH 43016
Phone: 614.410.4600 • Fax: 614.410.4747
-Mc U
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manag _
Date: April 1, 2019
Initiated By: Donna Goss, Director of Development
Jennifer Readler, Law Director
Re: Ordinance No. 08-19 - The Ohio State University Wexner Medical Center Outpatient
Care - Dublin
Background
On March 11, 2019, Dublin City Council held the first reading of Ordinance No. 08-19 for an economic
development agreement between the City of Dublin and The Ohio State University, as well as a real
estate purchase agreement and re -conveyance agreement. The development agreement proposes a
project on city -owned property compromising in part of Parcels #274-001114; #273-008174; 273-
008175; and 273-008176 totaling approximately 34 acres along Eiterman and Shier Rings Road. This
acreage was purchased by the City for the purpose of economic development opportunities and to
promote a broader development strategy due to the highly visible frontage along OH 161/SR33, and
accessible frontage along Eiterman Road within the West Innovation District.
The Ohio State University project is proposed to be developed in two phases. The first phase (Phase 1)
will include a comprehensive ambulatory medical facility not less than 225,000 Sq. Ft. in size to support
a wide range of outpatient services and spaces, inclusive of conference and education spaces, medical
and surgical specialty clinics, complementary testing and treatment services, and four ambulatory
surgical operating rooms. OSU expects to proceed with a second phase project to construct additional
medical facilities on the property, the scope and timing for which remain undefined at this time.
City Staff and OSU have worked collaboratively and collegially to draft the terms a Development
Agreement (Agreement) for this project. The major purpose of the Agreement is to provide the
financial framework by which the City's and the Developer's respective public and private improvement
obligations are established.
At the meeting on March 11, Council was concerned about provisions in the Agreement that deed
restricted certain adjacent City -owned property to exclude services that would be directly competitive
to OSU. In response, City Staff and OSU propose the following modifications.
W-ONISMA01-341
WEXNER MEDICAL CENTER - REGIONAL AMBULATORY FACILITY
Dublin, Ohio
vARCQ'A'
\ .I• PAP L E n2z 1 G: •i U� I. ,�" J 1
\.\ PARCEL'S' jf^e"i. fir•"' .. \ \ • /
r
I YA— —9
t I THE OHIO STATE UNIVERSITY I G2
Development Agreement Terms and Conditions
. � T
We eliminated the deed restriction that concerned Council. The only deed restriction that now applies is
a height restriction on the parcels to the south of the Project, which has been increased from 30 feet to
40 feet as a result of Council input.
Instead, a new section has been added in Section 5.6 focusing, in the spirit of partnership and
collaboration, on the cooperative development of the parcels adjacent to the project. As identified in
the map above, Parcels A, B, D, and E will be jointly marketed to support common objectives of OSU
and the City to further Dublin's economic development efforts and provide expanded medical care to
Dublin's residents. To achieve this goal in the most expeditious manner possible, OSU and Dublin will
each contribute $25K to promote the site under the direction and guidance of a committee with
regularly scheduled meetings and comprised of members from both Dublin and OSU.
Understanding that Phase I of the project will serve as an anchor for future development, OSU will
identify initial uses for the project within six months of receipt of the certificate of occupancy to inform
the marketing strategy for targeted development of complementary uses. Until October 1, 2026, OSU
shall have the right to review and approve any development proposals consistent with Section 5.6(a),
which approval shall not be unreasonably withheld. Any proposal brought forward would be subject to
the city's review process, should Dublin and OSU jointly agree to proceed with a development initiative.
OSU further agrees that if OSU proposes a project on the Campus for which the underlying real
property will be exempt from real property taxation, OSU will execute an agreement with Dublin
pursuant to which OSU will agree to pay, or cause to be paid, annually to Dublin the aggregate of the
service payments which would have been payable pursuant to any applicable tax increment financing
ordinance if that property would have otherwise been subject to the tax increment financing ordinance.
Several other small clean up revisions were made in other sections of the Agreement and a redlined
document is included to illustrate the changes.
OSU-DUBLIN SCHEDULE TARGETS
OSU AMBULATORY PROJECT OPENING• DUBLIN PUBLIC IMPROVEMENTS
ITEM
TARGET_
/APPROVALACTION
COMPLETION
GOVERNANCE -AUTHORIZATION
DUBLIN REVIEW PROCESS
FEB -APRIL 2019
OSU - BD. OF TRUSTEES, CONTROLLING BD.
FEB -APRIL 2019
PUBLIC IMPROVEMENTS
COSGRAY DITCH RELOCATION
OCT. 2020
SHIER RINGS RD. RELOCATION, WATER AND SANITARY
MAY 2022
SHIER RINGS/AVERY ROUNDABOUT, OLD AVERY RELOCATION
DECEMBER 2022
SU — AMBULATORY BUILDING
PROPERTY ACQUISITION CLOSING
MAY 2020
- CONSTRUCTION
OCT. 2020
-OCCUPANCY
JUNE — SEPT. 2022
Staff recommends approval of Ordinance No. 08-19, authorizing the City Manager to enter into
a real estate purchase agreement, a property re -conveyance escrow agreement and an economic
development agreement.
ECONOMIC DEVELOPMENT AGREEMENT
by and between
CITY OF DUBLIN, OHIO
and
THE OHIO STATE UNIVERSITY
relating to
THE OHIO STATE UNIVERSITY WEXNER MEDICAL CENTER
OUTPATIENT CARE DUBLIN
dated
,2019
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the `Agreement") is made and entered into
this day of , 2019 (the Effective Date"), by and between the CITY OF DUBLIN,
OHIO ("Dublin"), a municipal corporation duly organized and validly existing under the
Constitution and the laws of the State of Ohio (the "State") and its Charter, and THE OHIO STATE
UNIVERSITY ("OSU" and collectively with Dublin, the "Parties"), an instrumentality of the State
on behalf of its Wexner Medical Center, under the circumstances summarized in the following
recitals (the capitalized terms not defined in the recitals are being used therein as defined in Article
I hereof).
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved
by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated strategy
approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, Dublin desires to
encourage development and provide for the creation of employment opportunities within Dublin;
and
WHEREAS, OSU desires to develop an ambulatory care medical facility within Dublin,
which may be developed in one or more phases; and
WHEREAS, Dublin is the owner of certain-pffsels-4 real property located in Dublin (W44
those pafeels eellec4ively _efeffed to 4,..ein the Property" and which afeteffefa4lyLs depicted
as Parcel C on Exhibit A attached hereto and incorporated herein by reference); and
WHEREAS, the initial phase of OSU's proposed development on the Property is anticipated
to be a comprehensive ambulatory medical facility not less than 225,000 Sq. Ft. in size ("Phase P'
or the "Project") which is anticipated to include a comprehensive range of outpatient services and
spaces, inclusive of conference and education spaces, medical and surgical specialty clinics,
complementary testing and treatment services, and four ambulatory surgical operating rooms; and
WHEREAS, OSU presently expects to construct additional medical facilities on the
Property, the scope and timing for which remain undefined at this time ("Phase IT'); and
WHEREAS, OSU expects that the Project will bring substantial economic and social
benefits to Dublin, including the creation of approximately 350 new employment opportunities
with a projected payroll in excess of $50 million annually within the first 10 years of operation of
the Project and the retention of approximately 60 existing full-time equivalent jobs and
approximately $6 million in annual payroll; and
WHEREAS, Dublin has determined that the development and operation of the Project will be
compatible with and an enhancement to Dublin's medical, biosciences and healthcare services
industries as envisioned in Dublin's Economic Advancement Zone (the "EAZ"); and
WHEREAS, the Parties have determined that their respective strategic visions are uniquely
aligned such that new and additional health care delivery and economic development capacities
will be realized for Dublin, the central Ohio region and the State; and
WHEREAS, the Parties each acknowledge that the development of the Project will create
jobs and employment opportunities and stimulate medical development within Dublin; and
WHEREAS, Dublin has, in consideration of OSU's agreement to develop the Project and
other consideration, determined to convey the Property to OSU in accordance with the terms of
that certain Real Estate Purchase and Sale Contract between the Parties which is of even date
herewith (the "Purchase Contract"); and
WHEREAS, Dublin, by passage of Ordinance No. -- 19 on , 2019 (the
"Dublin Authorizing Legislation") by its City Council, has determined that it is necessary and
appropriate and in the best interests of Dublin to convey the Property to OSU and construct the
Public Improvements, all of which will create jobs and employment opportunities and improve the
economic welfare of the people of the State of Ohio and Dublin as authorized in Article VIII,
Section 13 of the Ohio Constitution; and
WHEREAS, OSU, by passage of Resolution No. X92019-63 and Resolution No.
2019-62 on February 22, 2019 (collectively, the "OSU Resolution") by the Board of Trustees of
The Ohio State University, has determined that it is necessary and appropriate and in the best
interests of OSU to, in accordance with the agreements between the parties, acquire the Property
from Dublin for the purpose of constructing the Project, which will facilitate the creation of jobs
and employment opportunities and improve the economic welfare of the people of the State of
Ohio and Dublin as authorized in Article VIII, Section 13 of the Ohio Constitution; and
WHEREAS, the Parties have determined to enter into this Agreement to induce OSU to
proceed with development of the Project, thereby creating jobs and enhancing the delivery of
medical services within Dublin;
Now, THEREFORE, in consideration of the foregoing, the promises contained herein, and
other good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, the Parties covenant, agree and obligate themselves as follows:
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ARTICLE I
Section 1.1 Use of Defined Terms. In addition to the words and terms defined
elsewhere in this Agreement or by reference to another document, the words and terms set forth in
Section 1.2 shall have the meanings setforth in Section 1.2 unless the context or use clearly indicates
another meaning or intent.
Section 1.2 Dermitions. As used herein:
Actual Withholdings" shall have the meaning set forth in Section 6.2(d).
"Affiliated OSU Entity" or `Affiliated OSU Entities" shall mean any entity (i) listed on
Exhibit F or (ii) any entity which is controlled by or under common control with OSU and/or an
Affiliated OSU Entity and, "controlled by" or "under common control with" will refer to the
possession, directly or indirectly, of the legal power to direct or cause the direction of the
management and policies of an entity, whether through the exercise of, or the ability to exercise,
voting power or by contract.
Agreement' means this Economic Development Agreement by and between Dublin and
OSU and dated as of the Effective Date.
Annual Incentive Payment' shall have the meaning set forth in Section 6.2(d).
"City Engineer" means the City Engineer of Dublin.
"City Manager" means the City Manager of Dublin.
"Cost" means the actual direct third -party design and construction cost incurred by Dublin
to provide the Public Improvements listed in Section 5.2(d), as well as all Dublin review fees for
such Public Improvements. Notwithstanding the foregoing, "Cost" shall not include expenses
incurred by Dublin employees related to a Public Improvement.
"Delay" means the failure by Dublin to complete Public Improvement necessary for OSU
to commence its Phase I construction or for the Phase I facility to commence operations in
accordance with the terms and time periods contained herein.
"Director ofLaw" means the Director of Law of Dublin.
"Dublin" means the City of Dublin, Ohio.
"Dublin City Code" means, collectively, Dublin's codified ordinances.
"Effective Date" means the date as defined in the preambles of this Agreement.
"Employees" means only those individuals employed by OSU or an Affiliated OSU Entity,
and working within the City on the Property. For purposes of this Agreement, the payroll
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withholding taxes of any person employed by an Affiliated Entity which is not listed on Exhibit F
shall not be included in the computations described in Section 6.2 until such time as Exhibit F
shall have been revised in writing by OSU to include the name of the Affiliated OSU Entity and
that entity's Federal Employer Identification Number, and such revision shall have been approved
in writing by Dublin, which approval shall not be unreasonably conditioned, delayed or withheld.
"Escrow Agent" means the Title Company, as defined in the Purchase Contract.
"Improvement" shall have the meaning set forth in Ohio Revised Code Section
5709.40(A)(4), as such provision may be hereafter amended from time to time.
"NontaxRevenues" means, collectively, all moneys of Dublin which are not moneys raised
by taxation, to the extent available for such purposes, including, but not limited to the following:
(i) grants from the United States of America and the State, (ii) payments in lieu of taxes now or
hereafter authorized to be used for the purposes by State statute, (iii) fines and forfeitures which
are deposited in Dublin's General Fund, (iv) fees deposited in Dublin's General Fund from
properly imposed licenses and permits, (v) investment earnings on Dublin's General Fund and
which are credited to Dublin's General Fund, (vi) investment earnings of other funds of Dublin
that are credited to Dublin's General Fund, (vii) proceeds from the sale of assets which are
deposited in Dublin's General Fund, (viii) rental income which is deposited in Dublin's General
Fund and (ix) gifts and donations.
"Notice Address" means:
as to Dublin: City of Dublin, Ohio
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: City Manager
copy to: Jennifer D. Readler, Esq.
Frost Brown Todd LLC
10 West Broad Street — Suite 2300
Columbus, Ohio 43215
as to OSU: The Ohio State University
Planning and Real Estate
1534 North High Street
Columbus, OH 43201
Attn: Director of Real Estate
copy to: The Ohio State University
Office of Legal Affairs
1590 North High Street, Suite 500
Columbus, OH 43201
Attn: General Counsel
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and
Aaron L. Underhill, Esq.
Underhill & Hodge LLC
8000 Walton Parkway, Suite 260
New Albany, Ohio 43054
"OSU" means The Ohio State University, on behalf of its Wexner Medical Center, an
instrumentality of the State.
"OSU Initial Use Services" shall mean any patient care services provided by OSU or an
Affiliated OSU Entity at the Project within 180 days of the issuance of the final certificate of
occupancy for the Project. OSU will provide to Dublin a list of the OSU Initial Use Services by
this deadline.
"Property" as defined in the third Whereas Clause of this Agreement.
"Property Closing" means the conveyance of the Property to OSU by delivery of the
Property Deed by Dublin, and the payment of the Property Purchase Price as defined in the
Purchase Contract by OSU to Dublin.
"Property Closing Date" means the date on which the Property Closing occurs.
"Property Deed" means the deed or deeds serving to convey ownership of the Property
from Dublin to OSU, as contemplated in the Purchase Contract.
"Property Development Requirements" shall have the meaning attributable to it in the
Property Reconveyance Escrow Agreement.
"Property Reconveyance Deed" shall mean a governor's deed executed by the Governor of
the State and as described in Section 4.2(a).
"Property Reconveyance Escrow Agreement" shall have the meaning set forth in Section
4.2(a).
"Public Improvements" means, collectively, the public infrastructure improvements listed
in Section 5.2(d)(i)-(iv), and further depicted on Exhibit B which is attached hereto and
incorporated herein by reference.
"Purchase Contract" shall mean that certain Real Estate Purchase and Sale Contract
between the Parties pursuant to which OSU is to acquire the Property, of even date herewith.
`Roundabout' shall have the meaning as set forth in Section 5.3(a) hereof.
"Roundabout Contribution" shall have the meaning as set forth in Section 5.3(b) hereof.
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"Service Payments" shall have the meaning as described in Ohio Revised Code Section
5709.42, as such provision may be hereafter amended from time to time.
"State" means the State of Ohio.
"Target Withholdings" shall have the meaning set forth in Section 6.2(e).
"TIF Exemption" shall have the meaning set forth in Section 7.2.
"TIF Ordinance" shall have the meaning set forth in Section 7.2.
"TIF Statute" means Sections 5709.40 through 5709.43 of the Ohio Revised Code and
those sections as each may be amended from time to time.
Section 1.3 Interpretation. Any reference in this Agreement to Dublin or OSU or to
any officers of Dublin or OSU includes those entities or officials succeeding to their functions,
duties or responsibilities pursuant to or by operation of law or lawfully performing their functions.
Any reference to a section or provision of the Constitution of the State, or to a section,
provision or chapter of the Ohio Revised Code shall include such section, provision or chapter as
modified, revised, supplemented or superseded from time to time; provided, that no amendment,
modification, revision, supplement or superseding section, provision or chapter shall be applicable
solely by reason of this paragraph if it constitutes in any way an impairment of the rights or
obligations of the Parties under this Agreement.
This Agreement shall not be construed more strictly against a Party by virtue of the fact
that a contract may be more strictly construed against the Party preparing the contract, it being
understood and agreed that the Parties have equally negotiated the provisions hereof and
contributed substantially and materially to the preparation of this Agreement.
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa, the terms "hereof', "hereby", "herein", "hereto", "hereunder" and
similar terms refer to this Agreement; and the term "hereafter" means after, and the term
"heretofore" means before, the date of this Agreement. Words of any gender include the
correlative words of the other gender, unless the sentence indicates otherwise. References to
articles, sections, subsections, clauses, exhibits or appendices in this Agreement, unless otherwise
indicated, are references to articles, sections, subsections, clauses, exhibits or appendices of this
Agreement.
Section 1.4 Captions and Headings. The captions and headings in this Agreement are
solely for convenience of reference and in no way define, limit or describe the scope of the intent of
any article, section, subsection, clause, exhibit or appendix of this Agreement.
(END OF ARTICLE 1)
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ARTICLE II
GENERAL AGREEMENT AND TERM
Section 2.1 General Agreement Among Parties. For the reasons set forth in the
Recitals hereto, which Recitals are incorporated herein by reference as a statement of the public
purposes of this Agreement and the intended arrangements among the Parties, the Parties shall
cooperate to provide for the conveyance of the Property, facilitate the design and construction of the
Project on the Property and the construction and installation of the Public Improvements, all in
accordance with the terms as set forth in this Agreement and in the Purchase Contract.
Section 2.2 Term of Agreement. This Agreement shall become effective as of the
Effective Date and shall continue until the Parties have satisfied their respective obligations as set
forth in this Agreement, unless sooner terminated in accordance with the provisions set forth herein.
Section 2.3 Recordation of Agreement. A Memorandum of Economic Development
Agreement, in the form attached hereto and incorporated herein by reference as Exhibit C, shall be
filed with the Recorder of Franklin County, Ohio for recordation in the official records of Franklin
County, Ohio as soon as practicable following the Effective Date for the purpose of providing notice
of the existence of this Agreement and its applicability to the Property. OSU shall pay any costs
associated with the recording of the Memorandum of Economic Development Agreement. OSU
shall, promptly following such recordation, provide, without charge, photocopies of the recorded
and date-stamped Memorandum of Economic Development Agreement to Dublin.
END OF ARTICLE 11)
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ARTICLE III
REPRESENTATIONS AND COVENANTS OF THE PARTIES
Section 3.1 Representations and Covenants of Dublin. Dublin represents and
covenants that:
(a) It is a municipal corporation duly organized and validly existing under the
Constitution and applicable laws of the State and its Charter.
(b) To its knowledge, it is not in violation of or in conflict with any provisions of the
laws of the State or of the United States of America applicable to Dublin which would impair its
ability to carry out its obligations contained in this Agreement.
(c) It is legally empowered to execute, deliver and perform this Agreement and to enter
into and carry out the transactions contemplated by this Agreement. To the knowledge of Dublin,
that execution, delivery and performance do not and will not violate or conflict with any provision
of law applicable to Dublin, including its Charter, and do not and will not conflict with or result in
a default under any agreement or instrument to which Dublin is a party or by which it is bound.
(d) This Agreement to which it is a party has, by proper action, been duly authorized,
executed and delivered by Dublin.
(e) There is no litigation pending or to its knowledge threatened against or by Dublin
wherein an unfavorable ruling or decision would materially adversely affect Dublin's ability, to
carry out its obligations under this Agreement.
(f) The Dublin Authorizing Legislation has been duly passed and is in full force and
effect.
Section 3.2 Representations and Covenants of OSU. OSU represents and covenants
that:
(a) It is an instrumentality of the State.
(b) To its knowledge it is not in violation of or in conflict with any provisions of the
laws of the State or of the United States of America applicable to OSU which would impair its
ability to carry out its obligations contained in this Agreement.
(c) It is legally empowered to execute, deliver and perform this Agreement and to enter
into and carry out the transactions contemplated by this Agreement. The execution, delivery and
performance do not and will not violate or conflict with any provision of law applicable to OSU,
and do not and will not conflict with or result in a default under any agreement or instrument to
which OSU is a party or by which it is bound.
(d) This Agreement to which it is a party has, by proper action, been duly authorized,
executed and delivered by OSU.
M
(e) There is no litigation pending or to its knowledge threatened against or by OSU
wherein an unfavorable ruling or decision would materially adversely affect OSU's ability to carry
out its obligations under this Agreement.
(f) The OSU Resolution has been duly adopted and is in full force and effect.
(END OF ARTICLE 111)
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ARTICLE IV
CONVEYANCE AND RECONVEYANCE OF PROPERTY
Section 4.1 Conveyance of the Property to OSU. The Parties agree that the Property
shall be conveyed to OSU in accordance with the Purchase Contract. It is hereby agreed that, in the
event that the Purchase Contract is terminated for any reason, then such termination shall result in
the automatic, simultaneous termination of this Agreement, unless otherwise agreed to in writing
between the parties, and any amounts paid by OSU to Dublin for OSU's Reimbursement and/or the
Roundabout Contribution shall be promptly refunded to OSU, except in the event that the Purchase
Contract is terminated due to an OSU (Buyer) default, in which case Dublin shall retain any portion
of the OSU's Reimbursement paid by OSU with respect to engineering/design contracts and shall
promptly return all other portions of the OSU Reimbursement to OSU. Further, notwithstanding
anything to the contrary contained herein, in the event that the Property Closing does not occur for
any reason (except for an OSU default as set forth above) or Dublin exercises its rights under the
Property Reconveyance Agreement to record the Property Reconveyance Deed, then any amounts
paid by OSU to Dublin for OSU's Reimbursement and the Roundabout Contribution shall be
promptly refunded to OSU.
Section 4.2 Form of Reconveyance Deed.
(a) Contemporaneous to the delivery by Dublin of the Property Deed (as defined in
Paragraph 10 of the Purchase Contract) to OSU at the Closing (as such term is defined in the
Purchase Contract), OSU shall also cause the execution and delivery to the Escrow Agent
traditional real estate transfer documents, including, without limitation, a Property Reconveyance
Deed duly executed by the Governor of the State of Ohio and other required parties which, if and
when it is released to Dublin from escrow, shall reconvey to Dublin good and marketable fee
simple title to the Property in accordance with, and subject to all conditions, covenants, and
restrictions set forth or referred to herein. The Property Reconveyance Deed shall be held by and
released by the Escrow Agent in accordance with terms of an escrow agreement in a form that is
substantially similar to that which is attached hereto and incorporated by reference as Exhibit E
(the "Property Reconveyance Escrow Agreement').
(b) In the event that the Property Reconveyance Deed is recorded, then Dublin
specifically agrees to and acknowledges the following:
IT IS UNDERSTOOD AND AGREED THAT OSU IS NOT MAKING AND HAS NOT AT
ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
CHARACTER, EXPRESSED OR IMPLIED, WITH RESPECT TO THE PROPERTY — WHICH
SHALL SPECIFICALLY INCLUDE ANY IMPROVEMENTS WHICH MAY BE IN THE
PROCESS OF BEING CONSTRUCTED THEREON - INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILTIY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING, TAX
CONSEQUENCES, LATENT OR PATENT PHYSICAL OR ENVIRONMENTAL
CONDITIONS, UTILITIES, VALUATION, COMPLIANCE OF THE PROPERTY WITH
GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE
PROPERTY. DUBLIN ACKNOWLEDGES AND AGREES, THAT UPON CLOSING OF THE
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RECONVEYANCE, OSU SHALL SELL AND CONVEY TO DUBLIN, AND DUBLIN SHALL
ACCEPT THE PROPERTY WHICH SHALL INCLUDE ALL IMPROVEMENTS, "AS IS,
WHERE IS, WITH ALL FAULTS", EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY
PROVIDED FOR IN THIS AGREEMENT. DUBLIN ACKNOWLEDGES THAT DUBLIN
HAS SPECIFICALLY REQUIRED THE RECONVEYANCE AS A REMEDY UNDER THIS
AGREEMENT AND WAIVES ANY CLAIM IT MAY HAVE AGAINST OSU RELATED TO
THE MATTERS ABOVE.
Section 4.3 Richt of First Offer. Notwithstanding anything to the contrary herein or in
the Purchase Contract, after the Property Closing, in the event that OSU desires to sell, convey or
otherwise transfer its fee simple interest or any other ownership interest in all or any portion of that
portion of the Property that OSU doesn't use for its purposes, as determined by OSU in its sole
discretion (the "OSU ROFO Property") (except to any Affiliated OSU Entity), or (b) leases all or
any portion of the OSU ROFO Property (except to any Affiliated OSU Entity), then OSU shall first
provide written notice of such intent to Dublin ("OSU ROFO Notice") describing the material
business terms that OSU is willing to accept. Upon receipt of the OSU ROFO Notice, Dublin shall
have the right to acquire or lease the portion of the OSU ROFO Property that OSU desires to sell or
lease, as the case may be; it being acknowledged that, in the event of a sale to Dublin, it shall be at
the same price per acre that OSU paid for the Property under the terms of the Purchase Contract.
Dublin shall have ninety (90) days after receipt of the OSU ROFO Notice to inform OSU in writing
whether it intends to acquire or lease the OSU ROFO Property, as the case may be. If Dublin elects
to move forward, then the Parties shall enter into a written purchase and sale agreement or lease
agreement, as the case may be, not later than thirty (30) days after Dublin notifies OSU of its intent;
Subject to those conditions which OSU must meet as an instrumentality of the State in order to so
sell or lease the OSU ROFO Property, the closing of such purchase and sale or lease shall take place
no later than one hundred twenty (120) days after the full execution and delivery of such agreement.
In the event Dublin does not timely respond to the OSU ROFO Notice as provided herein, then
Dublin shall be deemed to have waived its right with respect to the OSU ROFO Property provided in
this Section 4.3, and OSU may proceed to sell or lease the OSU ROFO Property; provided, however,
that if an agreement for such sale or lease has not been fully executed and delivered within one
hundred eighty (180) days after Dublin's waiver, then Dublin's rights provided in this Section 4.3
shall be reinstated with respect to the OSU ROFO Property, and any subsequent sale or lease of the
OSU ROFO Property shall be subject to Dublin's rights. Dublin shall have the right to record an
instrument reasonably acceptable to OSU in the Office of the Franklin County, Ohio Recorder that
describes the rights provided in this Section 4.3. Notwithstanding the foregoing, in no event shall
easements, restrictive covenants or other such agreements required in connection with OSU's
development of the Project be deemed to be prohibited transfers for purposes of this Section 4.3, and
Dublin specifically acknowledges OSU's right to enter into same following Property Closing.
Section 4.4 Provision Relating to Zoning. OSU acknowledges that the Property is
zoned within the EAZ. OSU intends to file a rezoning/preliminary development plan application
with Dublin which requests a PUD, Planned Unit Development Plan zoning classification for the
Property. OSU shall proceed with diligence so that OSU shall be able to file the relevant
rezoning/preliminary development plan applications with Dublin as promptly as possible following
the Effective Date.
(END OF ARTICLE IV)
ARTICLE V
DEVELOPMENT OF THE PROJECT
AND THE RELATED PUBLIC IMPROVEMENTS
Section 5.1 Proiect and Related Infrastructure.
(a) OSU-Dublin Cooperation To Achieve Schedule "Targets". OSU and Dublin
agree to use their collective best efforts (i) to cause actions related to the authorization of the
transactions contemplated by the Purchase Contract and this Economic Development Agreement
by the appropriate OSU and Dublin authorities to be taken promptly and (ii) to commence design
with all reasonable dispatch following the Effective Date and to continue with the construction of
the Project as outlined below, the Private Infrastructure and the Public Improvements in
accordance with the schedule set forth in Exhibit D attached hereto. Promptly following the
conveyance by Dublin of the Property to OSU, OSU shall proceed in good faith and with all
reasonable dispatch to design and construct the Project for the purpose of opening and operating
the Project on or about October 1, 2022 ("Estimated Occupancy Date").
(b) Construction of Infrastructure Related to Site Development. Except as
otherwise set forth herein, OSU will be solely responsible for paying the cost of and constructing
onsite infrastructure improvements within the Property which are necessary to develop the Project
including, but not limited to (i) appropriate storm water management measures to serve the
Property, (ii) service connections to the public sanitary sewer trunk line and the public water
distribution line to be constructed by Dublin within the relocated Shier -Rings Road right of way;
(iii) improvements necessary to accommodate access drives and parking, and (iv) access to
Dublink/OARnet if desired by OSU. OSU and Dublin will cooperate to coordinate the design and
construction of the Private Infrastructure described in this subsection and the Public Improvements
to which it is connected, including, but not limited to coordinating engineering, design and timing
of construction and providing reciprocal cross -easements between the Private Infrastructure and
the Public Improvements.
(c) Pro -rata Contribution for Public Improvement Cost. OSU acknowledges that
Dublin has adopted a policy which requires developers to contribute towards the cost of related
public infrastructure improvements. In connection with the Project, the Parties have agreed that
OSU will be responsible for, and will contribute to, Dublin an amount equal to Thirty -Two and
One -Half Percent (32.5%) of the actual Cost (including design, land acquisition as allocated only
for the portions of such land necessary for the right-of-way for the Realignment of Shier Rings
Road, utility relocation, and construction) of the Public Improvements listed in Section
5.2(d)(i)-(iv), and further elaborated on Exhibit B attached hereto ("OSU's Reimbursement").
Notwithstanding the foregoing, the parties acknowledge and agree that Dublin shall be responsible
for all other costs and expenses in order to complete the aforementioned Public Improvements.
Upon the full execution and delivery of a contract for a Cost that will be part of OSU's
Reimbursement, OSU shall pay to Dublin fifty (50%) percent of the OSU contribution for such
contract. The remaining fifty (50%) percent of OSU's contribution obligation for such contract
shall be paid to Dublin within ten (10) business days of delivery to OSU of a certification of
substantial completion, signed by Dublin and the consultant/contractor, evidencing the substantial
completion of the work associated with such contract. A final reconciliation of the Costs for the
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Public Improvements will be performed by Dublin upon the final completion and acceptance of
the Public Improvements with any outstanding amounts due to Dublin within 60 days of such
reconciliation. In the event of any overage paid by OSU, then Dublin will refund the appropriate
amount due to OSU within 60 days of the reconciliation. All Public Improvements shall be bid and
performed by Dublin on an "open -book" basis with OSU having access to Cost information.
Throughout the construction process, OSU shall have access to all contractor bids, all actual
construction costs, and all other costs associated with OSU's Reimbursement. Dublin shall use
commercially reasonable efforts to complete all Public Improvements in a manner that will not
exceed the amounts set forth on Exhibit B.
(d) Traffic Impact Study ("TIS"). OSU has commissioned a Traffic Impact Study
("TIS'), prepared by Carpenter Marty, to identify and assess the traffic needs in connection with
the development of the Property. OSU and Dublin shall enter into a Memorandum of
Understanding regarding the scope for the TIS pertaining to the development of the Project. The
TIS shall be reviewed and approved by the City Engineer based on the MOU.
(e) Compliance with Applicable Laws. In prosecuting the development of the
Project and in performing its obligations under this Agreement, OSU shall comply with, and cause
all of its employees, agents, contractors and consultants to comply with, all applicable federal,
state, county, municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees and injunctions of any court, board, agency, commission, office or
other authority of any nature whatsoever for any governmental unit (federal, state, county, district,
municipal, city or otherwise) whether now or hereafter in existence affecting the Property or any
part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether
now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations
relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any
instruments, either of record or known to OSU, at any time in force affecting the Property or any
part thereof.
Section 5.2 Construction of Public Improvements.
(a) General. The Parties acknowledge and agree that the Public Improvements will
enhance access to the Property and expedite development of the Project. Based upon Section 2. 1,
subject to the terms and conditions of this Agreement and in consideration of OSU's agreements
set forth herein, Dublin agrees, (i) to finance, acquire and construct the Public Improvements
(subject to any changes required by the City Engineer) with all reasonable dispatch and at such
time(s) as will be necessary to enable Phase I of the Project to commence its operations not later
than the Estimated Occupancy Date, and, thereafter, and (ii) to operate and maintain those Public
Improvements in good condition. OSU shall have the right to review and approve the plans and
specifications at approximately 30% and 60% of design completion for the Public Improvements
and the Roundabout, such approval not to be unreasonably withheld. With respect to the Public
Improvement set forth in Section 5.2(c)(iii) and the Roundabout, a conceptual rendering of such
items are attached hereto as Exhibit B-1. OSU shall provide written review comments within
fourteen (14) days of receipt of the 30% and 60% plans and specifications. If no comments are
received within fourteen (14) days, then the submission is deemed approved and design will
proceed. OSU's approval of the plans and specification shall not be deemed a representation or
warranty of any kind that the same satisfy the requirements or standards of any governmental
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authority having jurisdiction thereof or otherwise suitable for the purposes for which they were
designed. Dublin shall consult with OSU during the construction bidding and contractor selection
process.
(b) Public Infrastructure Plan. Prior to Dublin's conveyance of the Property to
OSU, Dublin and OSU shall agree upon a Public Infrastructure Plan for the Property which
identifies (i) public street improvements and other public infrastructure to be constructed on the
Property and (ii) OSU's planned improvements so that the public infrastructure will provide
adequate and efficient service for the Project. At Dublin's option, Dublin shall exclude from its
conveyance of the Property (a) fee simple title for the public rights of way, free and clear of liens,
encumbrances or other title exceptions except those existing during Dublin's ownership of the
Property or as otherwise contemplated herein or in the Purchase Contract and (b) easements (in
such forms and locations which are mutually satisfactory to Dublin and OSU) as Dublin may
require for Public Improvements not located within public rights of way. Any such easements
shall enable Dublin to carry out the construction, operation, inspection, maintenance, repair,
improvement, and replacement of the Public Improvements. Dublin may also reserve temporary
construction easements on the Property as are reasonably necessary to enable Dublin to construct
the Public Improvements. The location and terms of the public rights of way and easements shall
be mutually satisfactory to Dublin and OSU.
(c) Public Improvements. Dublin shall pay, or cause to be paid, all costs incurred in
connection with the financing, acquisition, construction, improvement and maintenance of the
Public Improvements. Except as otherwise provided in this Agreement, OSU shall have no
responsibility with respect to the financing, acquisition, construction, improvement and
maintenance of the Public Improvements.
(d) List of Public Improvements. Dublin agrees that it shall construct, or cause the
construction of the following Public Improvements to facilitate the construction of the Project:
(i) Coserav Ditch Relocation. Relocation of Cosgray Ditch as
depicted on Exhibit B, with such other particulars relating thereto as shall be solely
determined by Dublin. Dublin shall prepare, file and pursue approval of all
necessary permits which are required to be obtained from any local, state, and/or
federal government, department, and/or agency in order to achieve the desired
relocation of Cosgray Ditch. Dublin shall make best efforts to obtain such
approvals no later than March 2020 and shall promptly provide OSU with a copy of
all such permits once received. Dublin shall, subject to Force Majeure, commence
and diligently pursue the relocation of Cosgray Ditch in order that such relocation
is substantially complete and operational on or before October 2020.
(ii) Dublink/OARNet Connection. Construction of Dublink conduit
and fiber optics to the boundary of the Property with the approximate termini
depicted on Exhibit B, with such particulars relating to design and construction as
shall be solely determined by Dublin and approved by OSU to the extent such
particulars may affect OSU's use of OARNet. Such construction will provide OSU
with access to OARNet. OSU will be responsible for the cost and the construction
required to extend any fiber optic lateral(s) from the terminus of Dublin's
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construction to the Project in order to obtain its own connectivity to the OARNet.
OSU agrees that all splicing of the OSU fiber optics to the Dublink fiber optics will
be performed by Dublin's designee at OSU's expense.
(iii) Realignment of Shier -Rings Road. Relocation of existing Shier -
Rings Road to the approximate alignment depicted on Exhibit B (`Realignment
Shier -Rings Road'). Dublin agrees, subject to Force Majeure, and the timely
dedication of any required right-of-way by OSU, to commence on or before
OeteberTi929February 2021 and diligently pursue construction of the
Realignment of Shier Rings Road in order that such construction is substantially
complete and operational on or before Mayes 2022. Notwithstanding anything to
the contrary contained herein, in the event Dublin is delayed in so commencing on
or before Oet February 2021 then the Construction Start Date (as such
term is defined in the Property Reconveyance Escrow Agreement) shall be
extended for a like amount of time.
(iv) Water and Sanitary Trunk Lines. Extension of an existing public
water distribution line and sanitary sewer trunk line to the boundary of the Property
with the approximate termini depicted on Exhibit B, with such particulars relating
to design and construction as shall be reasonably determined by Dublin, provided,
however, that such lines shall be constructed with a size and capacity to serve the
Project. Dublin agrees, subject to Force Majeure, and the timely dedication of any
required right-of-way by OSU, to commence on or before February 2021 and
diligently pursue extension of the existing public water distribution line and
sanitary sewer trunk line in order that such extension is substantially complete and
provide for water and sanitary sewer service to the Property on or before the
Estimated n,.,...p ffi,._ DateAugust 1. 2021 with respect to sanitary and September
1. 2021 with respect to water. Notwithstanding anything to the contrary contained
herein, in the event Dublin is delayed in so commencing, then the Construction
Start Date (as such term is defined in the Property Reconveyance Escrow
Agreement) shall be extended for a like amount of time.
OSU agrees that it will be solely responsible for the cost of providing water
and sanitary sewer service lines from the Project to the extended water distribution
line and sanitary sewer trunk line, respectively, as well as the payment of any other
fees, including but not limited to tap fees, to access that water distribution line and
sanitary sewer trunk line.
In the event of a Delay and such Delay occurs prior to OSU's Construction Start Date (as such term
is defined in the Property Reconveyance Escrow Agreement), then OSU's Construction Start Date
shall be extended by a like amount of time and all time periods on Exhibit D shall be extended by
a like amount of time. In the event of a Delay and such Delay occurs after OSU's Construction
Start Date (as such term is defined in the Property Reconveyance Escrow Agreement), then all
time periods on Exhibit D shall be extended by a like amount of time.
Section 5.3 Avery Road & Shier Rings Road Roundabout. (a) Dublin shall pay, or
cause to be paid, all costs incurred in connection with the financing, acquisition, construction,
-15-
improvement and maintenance of a roundabout at Avery Road & Shier Rings Road and related
improvements (collectively, Roundabout'), which such Roundabout shall be constructed and
operational no later than October 2023. Notwithstanding the foregoing, Dublin shall use its best
efforts to have the Roundabout constructed and operational no later than Estimated Occupancy Date.
In the event that Dublin is unable to have the Roundabout constructed and operational by the
Estimated Occupancy Date, then Dublin agrees to make reasonable accommodations to provide
access to the Project from Avery-Muirfield Drive until such time as it constructed and operational.
(b) OSU shall contribute a total not to exceed One Million Two Hundred Fifty Thousand and
00/100 Dollars ($1,250,000) ("Roundabout Contribution") as a contribution to the construction of
the Roundabout. Upon the full execution and delivery of a contract for construction of the
Roundabout, OSU shall pay to Dublin fifty (50%) percent of the portion of the Roundabout
Contribution for such contract. The remaining fifty (50%) percent of the Roundabout
Contribution obligation for such contract shall be paid to Dublin within ten (10) business days of
delivery to OSU of a certification of substantial completion, signed by Dublin and the contractor,
evidencing the substantial completion of the work associated with such contract. A final
reconciliation of the Costs for the Roundabout will be performed by Dublin upon the final
completion and acceptance of the Roundabout with any outstanding amounts due to Dublin within
60 days of such reconciliation. hi the event of any overage paid by OSU, then Dublin will refund
the appropriate amount due to OSU within 60 days of the reconciliation. The Roundabout shall be
bid and performed by Dublin on an "open -book" basis with OSU having access to all cost
information. Throughout the construction process, OSU shall have access to all contractor bids, all
actual construction costs, and all other costs associated with the Roundabout Contribution. At
Dublin's election, it may use the Roundabout Contribution when received for the US 33/Post Road
interchange improvements. Such election shall not release Dublin from its obligation to construct
the Roundabout.
Section 5.4 Provision of AEP Transmission Utilitv Line. The Parties agree to work
cooperatively to determine, and to the extent possible, influence the appropriate location of an
electrical transmission line which will serve the Project.
Section 5.5 Compliance with Applicable Laws. In performing its obligations under
this Agreement, Dublin shall comply with, and cause all of its employees, agents, contractors and
consultants to comply with, all applicable federal, state, county, municipal and other governmental
statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of any
court, board, agency, commission, office or other authority of any nature whatsoever for any
governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or
hereafter in existence affecting the Property, the Public Improvements, the Roundabout or any part
thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now
or hereafter enacted and in force, and all permits, licenses and authorizations and regulations
relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any
instruments, either of record or known to Dublin, at any time in force affecting the Property, the
Public Improvements, the Roundabout or any part thereof.
-16-
Section 5.6 Future Development of Adiacent Parcels.
PS4-;sIqaII be OfA41edto propose
I--- -eve 18 p meI4 in the affe a affl d sl I Ph d- 9-- efmin4i e n shall b e pf emptly p f e vide d
iff it:..,. t,. nol lfrn.1147:...704..««.:...... :.. :4.. «,.....,.....1.1 A ,7:....«84:..44 41...4 SH614 PrE @Ot ..:11
1.,..,..««,..w:. ,. 84:414A ,.. Aral1 ,1,.. ,.1,.««.,.«4 4t4e ,. fe Publi ff ,. es that :4 ..:11 ..444..« :..4e
May be required to f.wili4.ate t at pre. ....4 n proposed pre, eet shall be fHll
t4ro..,.1.....44- «,..:,... ., n..y proposed pre. ....4 -M-144 ..1.4..:....11
als feEj .ifed 1_. the Dublin C,Rdi4x .,l Orth. an P-, ., al Dublin-OSU Cooperative
Development of Adjacent Parcels
G) Objective. Dublin and OSU desire to cooperate to accelerate the
development of Parcels A, B, D and E as identified on Exhibit G (collectively, "Campus")
consistent with the parties' common objectives for the Campus (1) to establish the
Campus as a "Health and Wellness Campus" for other name agreed to by the partied to be
anchored by OSU's Project, the 225,000 Sg. Ft. Medical Ambulatory Building
"Ambulatory Anchor"): (2) to further Dublin's economic development objectives; (3) to
provide expanded medical care to Dublin's residents by the Ambulatory Anchor's
provision of a range of clinical and other services ("OSU Services"); (4) to encourage
development within the Campus of "Complementary Uses" to the OSU Services as well as
other uses which are consistent with the Campus' obctives.
L—
(ii) Health and Wellness Campus. Dublin and OSU will agree upon a name for
the Campus and shall each contribute $25,000 toward a joint marketing program to be
agreed upon by the parties having as its objective to accelerate the development of
Complementary Uses within the Campus. In order to advance the development of
Complementary Uses in the most expeditious manner possible, OSU and Dublin will
create a committee consisting of at least the Dublin Director of Development and the
Executive Director of Ambulatory Services at OSU Wexner Medical Center, which shall
meet (at a minimum) on a quarterly basis.
(iii) OSU Ambulatory Building as "Anchor". As the "anchor" of the Campus
OSU and Dublin will proceed expeditiously to design and construct the Project and the
supporting infrastructure consistent with the parties' agreed upon schedule and terms as set
forth in this Agreement.
(iv) Complementary Uses. The parties believe that the Project as the
"Ambulatory Anchor" will serve as an inducement for private, commercial developers and
"end users" to entertain development projects within the Campus containing uses that are
complementary to the OSU Services. In furtherance thereof, marketing (such as direct
outreach, RFPs, consideration of proposals submitted to either OSU or Dublin, etc.) shall
-17-
focus upon developments which will contain Complementary Uses or other uses consistent
with the Campus objectives and which will not consist of OSU Initial Use Services
(collectively, "Targeted DevelonmenP').
Complementary Uses
Office Use.
- General office. with special focus on healthcare sector health insurance. medical
supplies
Office having science and new technologies as a focus
Potential OSU users
Wellness/Fitness Uses
Fitness Center with or without aquatics
Dentistry; Orthodontist
Optometry; Optical
Chiropractic Services
Retail Uses (Ambulatory Center expected to generate 1,500-2000 patient visits daily)
Restaurants — a preferably geared toward "healthy eating"
Grocery Stores — E. g, Trader Joe's: Whole Foods: smaller neighborhood stores
Nutrition, Vitamin Stores
Full-service retail pharmacy—perhaps in partnership with OSU
Technology -related stores
v) Affirmative Outreach. In addition to the parties' marketing efforts
OSU and Dublin shall affirmatively seek to accelerate development within the
Campus. Among initiatives to be considered are:
1) OSU and Dublin consider initiatives for the development of a
mixed-use building of 50-80,000 Sg. Ft. containing Targeted Development
including medical, office and related retail uses;
(2) OSU and Dublin consider an initiative with a private developer
to include Targeted Uses;
-18-
(3) OSU and the Wexner Medical Center reaching out to its suppliers,
affiliates and other business relationships to encourage co -locating facilities with
the Ambulatory Anchor
4) OSU and Dublin reaching out to biomedical research companies to
co -locate facilities with the Ambulatory Anchor.
Until October 1, 2026, OSU shall have the right to review and approve any development
proposals consistent with this Section 5.6(a), which approval shall not be unreasonably withheld.
Upon agreeing to proceed with one or more initiatives, the parties will obtain the necessary
approvals to proceed. Any proposed project must obtain all development approvals required by the
Dublin Codified Ordinances. OSU further agrees that if OSU proposes a project on the Campus
for which the underlying real property will be exempt from real property taxation, OSU will
execute an agreement with Dublin pursuant to which OSU will agree to pay, or cause to be paid
annually to Dublin the aggregate of the service payments which would have been payable pursuant
to any applicable tax increment financing ordinance if that property would have otherwise been
subject to the tax increment financing ordinance.
Subject to the aforesaid paragraph, subsequent to October 1, 2026, OSU and Dublin shall
continue their cooperative efforts to encourage development consistent with this Section 5.6(al.
(b) Restrictive Covenant Area. In connection with the area identified on Exhibit G
(the "Restrictive Covenant Area"), the parties agree that, prior to selling, transferring, conveying
or leasing any portion of the Restrictive Covenant Area to a party other than OSU or an Affiliated
OSU Entity, Dublin shall record a Restrictive Covenant Agreement on the property to be so sold,
transferred, conveyed or leased, which such Restrictive Covenant Agreement shall run with the
land and genefally inelude,'--m------ -- '`shall place height restrictions on buildings
located on Parcel D not to exceed t4k4yfortv (30) and '::` a « :w:*: « on any « *: «* Oaf 8
OSU, exeept if being « ided b nor Rr an A-41Mi .ted OSU E«t:ty. it being ftel « .. ledged and
ffffe ed 41HR-4 -pa-rp A_ C 44 -all Only be iffeluded i4q 414 A RAs4riP4iA,-A -A—re a 4e 4140 84@fAt4at, and
elause, OSU will submit a list of Patient PH -re se-P.-ioes th4 afe Pfevided by OSU On the date 8
e4aa9e40 feet.
(c) ROFO/ROFR.
(i) In connection with the area identified on Exhibit G as Parcel A, the parties agree
that OSU shall have the following Right of First Offer through October 1, 2024: in the
event Dublin desires to market Parcel A, or a portion thereof, for sale, Dublin shall first
provide written notice of that intent to OSU (the "ParcelA ROFO") describing the material
business terms that Dublin is willing to accept to sell. Upon receipt of the Parcel A ROFO
notice, OSU shall have the right to purchase on such terms. OSU shall have 90 days from
the date OSU is notified of the Parcel A ROFO to agree to purchase the property for the
purchase price and on the terms and conditions set forth in the notice or to decline. If OSU
elects to purchase, then the parties shall enter into a written purchase and sale agreement
-19-
not later than 30 days after OSU notifies Dublin of its notice of intent to purchase Parcel A,
or a portion thereof, which agreement shall incorporate the purchase price and other
material terms and conditions of the Parcel A ROFO notice, and which shall include those
conditions which OSU must have in order to proceed to close on the transaction. The
closing of such purchase and sale shall take place upon the satisfaction or waiver of any
contingencies, but no later than 120 days after the purchase and sale agreement is entered
into by OSU and Dublin. If OSU elects not to purchase, then Dublin shall be permitted to
sell such property according to such terms in the Parcel A ROFO notice; provided,
however, that in the event the terms for such sale are not in accordance with the Parcel A
ROFO notice provided to OSU or the sale otherwise does not occur, then OSU's rights
provided in this Section 5.5(c) shall be reinstated with respect to Parcel A as set forth
herein.
(ii) In connection with the area identified on Exhibit G as Parcel B, the parties
agree that OSU shall have the following Right of First Offer beginning October 1, 2024
and through October 1, 2026: in the event Dublin desires to market Parcel B, or a portion
thereof, for sale, Dublin shall first provide written notice of that intent to OSU (the `Parcel
B ROFO") describing the material business terms that Dublin is willing to accept to sell.
Upon receipt of the Parcel B ROFO notice, OSU shall have the right to purchase on such
terms. OSU shall have 90 days from the date OSU is notified of the Parcel B ROFO to
agree to purchase the property for the purchase price and on the terms and conditions set
forth in the notice or to decline. If OSU elects to purchase, then the parties shall enter into
a written purchase and sale agreement not later than 30 days after OSU notifies Dublin of
its notice of intent to purchase Parcel B, or a portion thereof, which agreement shall
incorporate the purchase price and other material terms and conditions of the Parcel B
ROFO notice, and which shall include those conditions which OSU must have in order to
proceed to close on the transaction. The closing of such purchase and sale shall take place
upon the satisfaction or waiver of any contingencies, but no later than 120 days after the
purchase and sale agreement is entered into by OSU and Dublin. If OSU elects not to
purchase, then Dublin shall be permitted to sell such property according to such terms in
the Parcel B ROFO notice; provided, however, that in the event the terms for such sale are
not in accordance with the Parcel B ROFO notice provided to OSU or the sale otherwise
does not occur, then OSU's rights provided in this Section 5.5(c) shall be reinstated with
respect to Parcel B as set forth herein. Notwithstanding the foregoing, in the event that
Dublin has, prior to October 1, 2024, sold all or any portion of Parcel B or commenced
construction of any improvements on Parcel B, the Parcel B ROFO rights granted to OSU
in this subsection shall be deemed terminated and of no further force or effect, and OSU
shall have no right to acquire all or any portion of Parcel B.
(iii) In connection with the area identified on Exhibit G as Parcel A, the parties
agree that OSU shall have the following Right of First Refusal through October 1, 2024:
prior to Dublin accepting a bona fide third -party offer to purchase all or a portion of Parcel
A (or prior to athird-party accepting a bona fide offer from Dublin to sell same) ("Parcel A
ROFR"), Dublin in writing shall (i) inform OSU of the third -party offeror and the proposed
use for Parcel A; and (ii) shall offer Parcel A, or a portion thereof, at the same purchase
price and other terms and conditions set forth in the bona fide third -party offer. OSU shall
have 90 days from the date OSU is notified in writing of the Parcel A ROFR to agree to
-20-
purchase the property for the purchase price and on the terms and conditions set forth in the
notice or to decline. If OSU elects to purchase, then the parties shall enter into a written
purchase and sale agreement not later than 30 days after OSU notifies Dublin of its notice
of intent to purchase Parcel A, or a portion thereof, which agreement shall incorporate the
purchase price and other material terms and conditions of the Parcel A ROFR notice, and
which shall include those conditions which OSU must have in order to proceed to close on
the transaction. The closing of such purchase and sale shall take place upon the satisfaction
or waiver of any contingencies, but no later than 120 days after the purchase and sale
agreement is entered into by OSU and Dublin. If OSU elects not to purchase, then Dublin
shall be permitted to sell such property according to such terms in the Parcel A ROFR
notice; provided, however, that in the event the terms for such sale are not in accordance
with the Parcel A ROFR notice provided to OSU or the sale otherwise does not occur, then
OSU's rights provided in this Section 5.5(c) shall be reinstated with respect to Parcel A as
set forth herein.
(iv) In connection with the area identified on Exhibit G as Parcel B, the parties
agree that OSU shall have the following Right of First Refusal beginning October 1, 2024
and through October 1, 2026: prior to Dublin accepting a bona fide third -party offer to
purchase all or a portion of Parcel B (or prior to a third -party accepting a bona fide offer
from Dublin to sell same) ("Parcel B ROFR"), Dublin in writing shall (i) inform OSU of
the third -party offeror and the proposed use for Parcel B; and (ii) shall offer Parcel B, or a
portion thereof, at the same purchase price and other terms and conditions set forth in the
bona fide third -party offer. OSU shall have 90 days from the date OSU is notified in
writing of the Parcel B ROFR to agree to purchase the property for the purchase price and
on the terms and conditions set forth in the notice or to decline. If OSU elects to purchase,
then the parties shall enter into a written purchase and sale agreement not later than 30 days
after OSU notifies Dublin of its notice of intent to purchase Parcel B, or a portion thereof,
which agreement shall incorporate the purchase price and other material terms and
conditions of the Parcel B ROFR notice, and which shall include those conditions which
OSU must have in order to proceed to close on the transaction. The closing of such
purchase and sale shall take place upon the satisfaction or waiver of any contingencies, but
no later than 120 days after the purchase and sale agreement is entered into by OSU and
Dublin. If OSU elects not to purchase, then Dublin shall be permitted to sell such property
according to such terms in the Parcel B ROFR notice; provided, however, that in the event
the terms for such sale are not in accordance with the Parcel B ROFR notice provided to
OSU or the sale otherwise does not occur, then OSU's rights provided in this Section 5.5(c)
shall be reinstated with respect to Parcel B as set forth herein. Notwithstanding the
foregoing, in the event that Dublin has, prior to October 1, 2024, sold all or any portion of
Parcel B or commenced construction of any improvements on Parcel B, the Parcel B ROFR
rights granted to OSU in this subsection shall be deemed terminated and of no further force
or effect, and OSU shall have no right to acquire all or any portion of Parcel B.
(v) The parties acknowledge and agree that this Section 5.5(c) is subject to such
terms and conditions as can be agreed to by OSU as an instrumentality of the State of Ohio;
provided, however, that notwithstanding the foregoing, any such changes to the terms and
conditions required by OSU due to the fact that OSU is an instrumentality of the State of
Ohio shall not materially and adversely impact Dublin. Likewise, the parties acknowledge
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and agree that this Section 5.5(c) is subject to such terms and conditions as can be agreed to
by Dublin as a municipality of the State and any sale or lease of property is subject to the
approval of Dublin City Council.
(evi) This Section 5.5(c) shall survive the expiration or sooner termination of this
Agreement. At Property Closing, Dublin and OSU agree to record a memorandum of the
rights contained within this Section 5.5(c), in a form reasonably acceptable to both parties.
(End of Article V)
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ARTICLE VI
MUNICIPAL INCOME TAX INCENTIVE
Section 6.1 General Provision Relating to Municipal Income Tax Incentive. In
consideration for OSU's agreement to develop the Property and construct the Project, and expand its
associated operations and workforce within Dublin, Dublin agrees to provide to OSU the economic
development incentive as provided in this Article VI.
Section 6.2 Workforce Creation Incentive Pavments.
(a) Calculation of Actual Pavroll Withholdings Taxes. On or before March 15 of
each of the years 2023 through 2032, Dublin shall calculate the actual payroll withholding taxes
collected and received during the then preceding calendar year and in respect of that preceding
calendar year by the City from all Employees (as defined below). For purposes of that calculation,
OSU acknowledges and agrees that the total amount of actual payroll withholding taxes in respect
of any calendar year shall be determined based solely upon the amount of payroll withholding tax
payments actually received by Dublin from OSU or an Affiliated OSU Entity during that calendar
year. OSU further acknowledges and agrees that any amount received by Dublin in respect of any
calendar year, but following the conclusion of that calendar year, will not be considered in the total
amount of actual payroll withholding taxes for that calendar year. Dublin reserves in its sole
discretion the right to waive this limitation.
All obligations of OSU under this Article VI may be satisfied by any combination of OSU
and any Affiliated OSU Entities; provided, however, Actual Withholdings (as defined below) in any
calendar year shall not include those actual payroll withholding taxes collected and received by
Dublin during such calendar year which are received (net of refunds) in respect of any person if such
person was employed in Dublin by an Affiliated OSU Entity immediately preceding the occurrence
of the event resulting in the recognition of such Entity as an Affiliated OSU Entity.
(b) Information Relating to Emplovees. OSU agrees that, in accordance with the
Dublin City Code, as may hereafter be amended from time to time, the annual payroll
reconciliation and related W-2 forms relating to its Employees will be provided to Dublin prior to
February 28 of each calendar year.
(c) Emplover Identification Number. OSU's Federal Employer Identification
Number is .31-6025986. OSU agrees that if the Federal Employer Identification
Number changes at any time during the term of this Agreement, OSU will notify Dublin of such
change, including the new Federal Employer Identification Number, within thirty (30) days of the
occurrence of such change.
(d) Annual Incentive Pavments to OSU. Subject to OSU's compliance with the
requirements set forth in subsections 6.3(a) and 6.3(b), if the actual payroll withholding taxes
collected and received by Dublin pursuant to Section 6.2(a) during the then preceding calendar
year and in respect of that preceding calendar year from all Employees, net of refunds (such
amount being referred to as the Actual Withholdings"), equal or exceed the Target Withholdings
(as defined in subsection 6.2(e)) for that preceding calendar year, Dublin shall, on or before April
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15 of the then current calendar year, pay to OSU, solely from Nontax Revenues, an amount equal
to the product of (1) the difference between (A) an amount equal to the Actual Withholdings for
that preceding calendar year minus (B) an amount equal to the Base Withholdings for that
preceding calendar year (if such difference is less than zero dollars, then for purposes of this
computation, that difference shall equal zero dollars), multiplied by (2) fifteen percent (15%) (with
each such product being referred to as an `Annual Incentive Payment'); provided, however, that
the aggregate amount of all Annual Incentive Payments remitted pursuant to this Section 6.2(d) by
Dublin to OSU shall not exceed One Million One Hundred Thousand and 00/100 Dollars
($1,100,000.00) regardless of the calendar year in which that occurs.
(e) Base Withholdings and Target Withholdings. The Base Withholdings and the
Target Withholdings for each of the calendar years 2023 through 2032 shall be as follows:
Calendar Year
Base Withholdings)
2023
$132,000
2024
135,000
2025
137,000
2026
140,000
2027
143,000
2028
146,000
2029
149,000
2030
152,000
2031
155,000
2032
158,000
Target Withholdings)
$640,000
689,000
739,000
795,000
853,000
895,000
938,000
983,000
1,030,000
1,078,000
(1) The Base Withholdings represents the estimated, annual payroll withholding taxes which will be collected in the current
calendar year in respect of OSU's existing employees which are cwrently located within Dublin. The difference between the
Target Withholdings and the Base Withholdings for each calendar year reflects the anticipated minimum withholdings
attributable to new employee positions created after OSU constructs the Project within Dublin.
(f) Forfeiture of Right to Receive Workforce Creation Incentive Payment. OSU
agrees and acknowledges that the Annual Incentive Payments provided for in Subsection 6.2(d)
are being made by Dublin to OSU in consideration for OSU's agreement to construct the Project
and expand its associated operations and workforce within Dublin. OSU further agrees that if the
Target Withholdings requirement is not met for any given calendar year as set forth in subsection
6.2(e), Dublin shall not be obligated to make an Annual Incentive Payment to OSU for the
calendar year in respect of which the Target Withholdings requirement was not satisfied. Failure
to satisfy the Target Withholdings requirement in respect of any one calendar year does not
prohibit OSU from receiving an Annual Incentive Payment for any subsequent calendar year in
respect of which the Target Withholdings requirement is satisfied.
Section 6.3 Filing of Municipal Income Tax Returns and Remission of Related
Taxes.
(a) Not earlier than fifteen (15) days preceding the date on which Dublin is required to
make an Annual Incentive Payment to OSU, Dublin shall determine whether OSU is in full
compliance, with its obligation to remit municipal income taxes to Dublin pursuant to the Dublin
City Code. If Dublin reasonably determines that OSU is not in full compliance, Dublin shall not
be obligated to make the Annual Incentive Payment on the required payment date and will
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promptly provide written notification of such determination to OSU. If within sixty (60) days
following the date of Dublin's written notification Dublin receives a payment from OSU which
Dublin reasonably determines will cause OSU to be in full compliance with its municipal income
tax obligations pursuant to the Dublin City Code (including any applicable interest and penalties),
Dublin will within fifteen (15) days of receipt of such payment remit to OSU the Annual Incentive
Payment. If, however, OSU fails to timely remit sufficient payment to Dublin in accordance with
the preceding sentence, Dublin may in its sole discretion determine that Dublin's obligation to
remit such Annual Incentive Payment is voided and that such Required Payment will not be made
and will promptly provide written notification to OSU of such determination.
Section 6.4 Method of Payment. The payments to be paid to OSU as provided in
Section 6.2(d) shall be made by Dublin to OSU by electronic funds transfer or by such other manner
as is mutually agreed to by Dublin and OSU.
Section 6.5 Dublin's Obligation to Make Payments Not Debt; Payments Limited to
Nontax Revenues. Notwithstanding anything to the contrary herein, the obligations of Dublin
pursuant to this Agreement shall not be a general obligation debt or bonded indebtedness, or apledge
of the general credit or taxes levied by Dublin, and OSU shall have no right to have excises or taxes
levied by Dublin, the State or any other political subdivision of the State for the performance of any
obligations of Dublin herein. Consistent with Section 13 of Article VIII, Ohio Constitution, any
payment required to be made by Dublin pursuant to subsection 6.2(d) shall be payable solely from
Nontax Revenues and on a subordinated basis to the payment of debt service charges as may
hereafter be payable on securities of Dublin which are payable from Nontax Revenues. Further,
since Ohio law limits Dublin to appropriating monies for such expenditures only on an annual basis,
the obligation of Dublin to make payments pursuant to subsection 6.2(d) shall be subject to annual
appropriations by Dublin's City Council and certification by the Director of Finance of Dublin as to
the availability of such Nontax Revenues.
(END OF ARTICLE VI)
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ARTICLE VII
TAX INCREMENT FINANCING
Section 7.1 General Provision Relating to Tax Increment Financing. The Parties
agree that Dublin, at its sole cost and expense, may undertake a tax increment financing pursuant to
the TIF Statute to facilitate the construction of the Public Improvements, all as more particularly
described in this Article VII.
Section 7.2 TIF Legislation. Dublin City Council may pass an ordinance (the "TIF
Ordinance") pursuant to the TIF Statute thereby exempting from taxation (the "TIF Exemption")
any Improvement to the Property and requiring the current and future property owners to pay
Service Payments in respect of the Improvements exempted from taxation, subject to the terms
hereof.
Section 7.3 Application of TIF Ordinance to OSU Propertv. Dublin acknowledges
that OSU and certain of its non-profit affiliated entities are generally exempt from paying real
property taxes. Notwithstanding any other provision herein to the contrary, the Parties agree that
passage of the TIF Ordinance and authorization of the TIF Exemption will only be applicable to real
property and/or improvements which are otherwise subject to real property taxation.
Notwithstanding any other provision herein to the contrary, it is not Dublin's intention nor will
Dublin (a) seek application of the TIF Ordinance to any real property and/or improvements owned
by OSU or any Affiliated OSU Entity or (b) require OSU or an Affiliated OSU Entity to remit
Service Payments in respect of any real property and/or improvements owned by OSU or an
Affiliated OSU Entity, if in either case such real property and/or improvements are otherwise
exempt from real property taxation. Any TIF Exemption from taxation that applies to the Property
and/or the improvements thereon and the requirement to make Service Payments in lieu thereof shall
be subordinate to any other exemption from taxation which applies to OSU and/or an Affiliated OSU
Entity regardless of when such exemption is obtained.
Section 7.4 Service Pavments. The provisions of this Section 7.4 are, in all respects,
subject to the provisions of Section 7.3 above. OSU hereby agrees to make Service Payments
attributable to its period of ownership of the Property, all pursuant to, in accordance with and to the
extent required by the TIF Statute, the TIF Ordinance and any subsequent amendments or
supplements thereto.
Service Payments will be made semiannually to the Franklin County Treasurer (or to such
treasurer's 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 will
bear penalties and interest at the then current rate established under Ohio Revised Code Sections
323.121 and 5703.47 or any successor provisions thereto, as the same may be amended from time
to time.
Service Payments will be made in accordance with the requirements of the TIF Statute and
the TIF Ordinance and will be in the same amount as the real property taxes that would have been
charged and payable against the Improvements (after credit for any other payments received by
Dublin under Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, or any
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successor provisions thereto, as the same may be amended from time to time, and are referred to
herein as the "Property Tax Rollback Payments") had the TIF Exemption not been granted,
including any penalties and interest. OSU will not, under any circumstances, be required for any
tax year to pay both real property taxes and Service Payments with respect to the Improvements,
whether pursuant to Ohio Revised Code Section 5709.42 or this Agreement. Further, OSU and
Affiliated OSU Entities will not, under any circumstance, be required for any tax year to pay
Service Payments with respect to any Improvements which are exempt from real property taxation
pursuant to any section of the Ohio Revised Code other than the TIF Statute.
Section 7.5 Declaration of Covenants; Prioritv of Lien. It is intended and agreed,
and it will be so provided by OSU in a declaration relating to the Property which shall be in a form
that is mutually acceptable to the Parties and is executed and recorded by Dublin prior to the
recording of the Deed (the "Declaration") that the covenants provided in Sections 7.3, 7.4, 7.5, 7.6
and 7.10 of this Agreement are covenants running with the land and that they will, 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 Dublin and any
third party beneficiaries against any owner of a portion of the Property with respect to the owner's
period of ownership of that portion of the Property, whether or not this Agreement remains in effect
or whether or not such provision is included by an owner in any deed to such owner's successors and
assigns. It is further intended and agreed that these agreements and covenants will remain in effect
for the full period of exemption permitted in accordance with the requirements of the TIF Statute and
the TIF Ordinance enacted pursuant thereto.
Subject to the terms and conditions hereof, including without limitation, Section 7.3, such
covenants running with the land will have priority over any other lien or encumbrance on the
Property and any improvements thereon, except for such title exceptions as are approved in writing
by Dublin, and OSU will, upon Dublin's request, cause any and all holders of mortgages or other
liens existing on the Property as of the time of recording of the Declaration to subordinate such
mortgage or lien to those covenants running with the land. The Parties acknowledge that the
provisions of Ohio Revised Code Section 5709.9 1, which specify that the Service Payments will
be treated in the same manner as taxes for all purposes of the lien described in Ohio Revised Code
Section 323.11 including, but not limited to, the priority of the lien and the collection of Service
Payments, will apply to this Agreement and to the Property and any improvements thereon.
Section 7.6 Exemption Applications. The provisions of this Section 7.6 are, in all
respects, subject to the provisions of Section 7.3 above. Dublin and OSU agree to cooperate in the
preparation, execution and filing of all necessary applications and supporting documents to obtain
from time to time the TIF Exemption and to enable Dublin to collect Service Payments with respect
to the Property. Dublin will be responsible for filing such applications and for ensuring their
compliance with this Agreement, perform such acts as are reasonably necessary or appropriate to
effect, claim, reserve and maintain the TIF Exemption and collect the Service Payments including,
without limitation, joining in the execution of all documentation and providing any necessary
certificate required in connection with the TIF Exemption or the Service Payments. OSU authorizes
Dublin to file any applications necessary to obtain from time to time the TIF Exemption as may be
provided in the TIF Ordinance; provided, however, the Parties agree that no TIF application will be
filed with respect to the Property, and Dublin shall take no action, which would subordinate OSU's
right as an instrumentality of the State or the right of an Affiliated OSU Entity, and an owner of the
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Property (and any improvements thereon), to receive a real property tax exemption in respect of the
Property and improvements. In no event shall any part of this Article VII be construed as OSU's
consent to Dublin filing any TIF exemption applications pursuant to R.C. 5709.91 l(B).
Section 7.7 Title Evidence. At Dublin's option and at its request, not more than one (1)
time per calendar year, OSU hereby agrees to provide such title evidence, at no cost to Dublin, as is
necessary to demonstrate to Dublin's satisfaction that the covenants running with the land provided
for in the Declaration are prior and superior to any other liens, encumbrances or other title
exceptions, except for those which are approved in writing by Dublin.
Section 7.8 Release. Upon termination of the TIF Exemption, Dublin will, upon the
request of OSU, execute an instrument in recordable form evidencing such termination and releasing
the covenants running with the land set forth in the Declaration.
Section 7.9 Estoppel Certificate. Within thirty (30) days after a request from any
owner of a portion of the Property, Dublin will execute and deliver to that owner or any proposed
purchaser, mortgagee or lessee of such portion of the Property, a certificate stating that with respect
to such portion of the Property, if the same is true: (a) that this Agreement is in full force and effect;
(b) that the requesting owner is not in default under any of the terms, covenants or conditions of this
Agreement, or, if that owner is in default, specifying same; and (c) such other matters as that Owner
reasonably requests.
Section 7.10 Tax Incentive Review Council. OSU agrees to cooperate in all reasonable
ways with, and provide necessary and reasonable information to, the designated Tax Incentive
Review Council to enable that Tax Incentive Review Council to review and determine annually
during the term of this Agreement the compliance of OSU with the terms of this Agreement. Any
information supplied to such Tax Incentive Review Council will be provided solely for the purpose
of monitoring OSU's compliance with this Agreement, and its review shall be limited only to those
portions of the Agreement which it is permitted to review in accordance with applicable law.
(END OF ARTICLE V11)
_28_
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
Section 8.1 General. Except as otherwise provided in this Agreement, in the event of
any default in or breach of this Agreement, or any of its terms or conditions, by either Party hereto,
such Party shall, upon written notice from the other, proceed immediately to cure or remedy such
default or breach, and, in any event, within thirty (30) days after receipt of such notice. In the event
such default or breach is of such nature that it cannot be cured or remedied within said thirty (30) day
period, then in such event the Party shall upon written notice from the other commence its actions to
cure or remedy said breach within said thirty (30) day period, and proceed diligently thereafter to
cure or remedy said breach. If a defaulting Party fails to cure any such breach or default within the
time period provided in this Section 8. 1, the non -defaulting Party shall have the remedies provided
in this Article or as may otherwise be available at law. The Parties acknowledge and agree that any
event of default by a Party under the Purchase Contract shall be deemed a default under this
Agreement.
Section 8.2 Termination by Dublin Prior to Convevance of Propertv. (a) In the
event that prior to conveyance of the Property to OSU and in violation of this Agreement, (i) OSU
assigns or attempts to assign this Agreement or any rights therein without the prior written approval
of Dublin, except in connection with Section 9.1 hereof, or (ii) OSU does not pay the Property
Purchase Price for the Property and takes title to the Property on tender of conveyance by Dublin
pursuant to this Agreement, and if any default or failure referred to in the aforesaid subdivision (i) of
this Section 8.2 shall not be cured or remedied within thirty (30) days after the date of written
demand by Dublin, then the Agreement and all rights of OSU under the Agreement may be
terminated at the option of Dublin. In the event of any such termination, both parties shall not have
any further rights under this Agreement, except Dublin shall retain any portion of the OSU's
Reimbursement paid by OSU with respect to engineering/design contracts and shall promptly return
all other portions of the OSU Reimbursement and the Roundabout Contribution to OSU.
(b) In the event that any judicial body with proper jurisdiction renders any order or decision
or takes such other action which enjoins or prevents Dublin from tendering conveyance or
possession of the Property or any part thereof in the manner and condition provided in this
Agreement, and such order or decision does not find that Dublin knowingly executed this
Agreement without proper legal authority, then this Agreement may, at the option of OSU, be
canceled in its entirety or canceled with respect to the Property at the time of such cancellation, and
neither Dublin nor OSU shall have any further rights against or liability to the other under this
Agreement as to the Property, except with respect to Dublin's obligation to promptly refund OSU's
Reimbursement and the Roundabout Contribution.
Section 8.3 Other Rights and Remedies; No Waiver by Delay. In addition to those
rights in their respective favor as set forth in the Property Reconveyance Escrow Agreement, Dublin
and OSU shall each have the right to institute such actions or proceedings as it may deem desirable
for effectuating the purposes of, and its remedies under, this Agreement; provided, that any delay by
either party in instituting or prosecuting any such actions or proceedings or otherwise asserting its
rights under this Agreement shall not operate as a waiver of such rights or to deprive it of or limit
such right in any way (it being the intent of this provision that neither party should be constrained, so
-29-
as to avoid the risk of being deprived of or limited in the exercise of the remedy provided in this
Agreement because of concepts of waiver, laches, or otherwise, to exercise such remedy at a time
when it may still hope otherwise to resolve the problems created by the default involved); nor shall
any waiver in fact made by either party with respect to any specific default by the other party under
this Agreement be considered or treated as a waiver of the rights of such party with respect to any
other defaults by the other party this Agreement or with respect to the particular default except to the
extent specifically waived in writing.
Section 8.4 Force Maieure. Except as otherwise provided herein, neither Dublin nor
OSU shall be considered in default in its obligations to be performed hereunder, if delay in the
performance of such obligations is due to unforeseeable causes beyond its control and without its
fault or negligence, including but not limited to, acts of God or of the public enemy, acts or delays of
the other party, fires, floods, unusually severe weather, epidemics, freight embargoes, unavailability
of materials, strikes or delays of contractors, subcontractors or materialmen but not including lack of
financing capacity; it being the purpose and intent of this paragraph that in the event of the
occurrence of any such enforced delay, the time or times for performance of such obligations shall
be extended for the period of the enforced delay; provided, however, that the Party seeking the
benefit of the provisions of this Section 8.4 shall within fourteen (14) days after having actual
knowledge of the beginning of such enforced delay, notify the other Party in writing thereof and of
the cause thereof and of the duration thereof or, if a continuing delay and cause, the estimated
duration thereof, and if the delay is continuing on the date of notification, within thirty (30) days
after the end of the delay, notify the other Party in writing of the duration of the delay.
(END OF ARTICLE VIII)
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ARTICLE IX
MISCELLANEOUS
Section 9.1 Assignment. This Agreement may not be assigned without the prior
written consent of the non -assigning Party, except that OSU may assign this Agreement to an
Affiliated Entity, as defined according to OSU's policies, or a related entity of an Affiliated Entity,
upon providing written notice to Dublin.
Section 9.2 Binding Effect. The provisions of this Agreement shall be binding upon
the successors or assigns of the Parties.
Section 9.3 Captions. The captions and headings in this Agreement are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Agreement.
Section 9.4 Day for Performance. Wherever herein there is a day or time period
established for performance and such day or the expiration of such time period is a Saturday, Sunday
or legal holiday, then such time for performance shall be automatically extended to the next business
day.
Section 9.5 Entire Agreement. This Agreement, together with the Exhibits attached
hereto (if any), all of which are incorporated by reference, embodies the entire agreement and
understanding of the Parties relating to the subject matter herein and therein and may not be
amended, waived or discharged except in an instrument in writing executed by the Parties.
Section 9.6 Executed Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to constitute an original, but all of which together shall
constitute but one and the same instrument. Either party may execute this Agreement by transmittal
of a facsimile signature. It shall not be necessary in proving this Agreement to produce or account
for more than one of those counterparts.
Section 9.7 Extent of Covenants; No Personal Liability. All covenants, obligations
and agreements of the Parties contained in this Agreement shall be effective to the 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, trustee, officer, agent or
employee of Dublin or OSU other than in his or her official capacity, and neither the members of the
legislative body of Dublin, the trustees of OSU, nor any official executing this Agreement shall be
liable personally under this Agreement or be subject to any personal liability or accountability by
reason of the execution thereof or by reason of the covenants, obligations or agreements of Dublin
and OSU contained in this Agreement.
Section 9.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio or applicable federal law. All claims, counterclaims,
disputes and other matters in question between Dublin, its agents and employees, and OSU, its
employees and agents, arising out of or relating to this Agreement or its breach will be decided in a
court of competent jurisdiction within Franklin County, Ohio.
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Section 9.9 Limit on Liability. Notwithstanding any clause or provision of this
Agreement to the contrary, in no event shall Dublin or OSU be liable to each other for punitive,
special, consequential, or indirect damages of any type and regardless of whether such damages are
claimed under contract, tort (including negligence and strict liability) or any other theory of law.
Section 9.10 Notices. Except as otherwise specifically set forth in this Agreement, all
notices, demands, requests, consents or approvals given, required or permitted to be given hereunder
shall be in writing and shall be deemed sufficiently given if actually received if hand-delivered, or if
sent by recognized, overnight delivery service or by certified mail, postage prepaid and return
receipt requested (addressed to the other party at the address set forth in this Agreement or any
addendum to or counterpart of this Agreement, or to such other address as the recipient shall have
previously notified the sender of in writing), then same shall be deemed received upon actual receipt,
unless sent by certified mail, in which event such notice shall be deemed to have been received when
the return receipt is signed or refused. Any process, pleadings, notice of other papers served upon
the Parties shall be sent by registered or certified mail at their respective Notice Address, or to such
other address or addresses as may be furnished by one party to the other.
Section 9.11 Recitals. The Parties acknowledge and agree that the facts and
circumstances as described in the Recitals hereto are an integral part of this Agreement and as such
are incorporated herein by reference.
Section 9.12 Severabilitv. If any provision of this Agreement, or any covenant,
obligation or agreement contained herein is determined by a court to be invalid or unenforceable,
that determination shall not affect any other provision, covenant, obligation or agreement, each of
which shall be construed and enforced as if the invalid or unenforceable portion were not contained
herein. That invalidity or unenforceability shall not affect any valid and enforceable application
thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective,
operative, made, entered into or taken in the manner and to the full extent permitted by law.
Section 9.13 Survival of Representations and Warranties. All representations and
warranties of the Parties in this Agreement shall survive the execution and delivery of this
Agreement and the Property Closing.
(END OF ARTICLE IX - SIGNATURE PAGES TO FOLLOW)
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
respective names by their duly authorized representatives, all as of the date first written above.
Approved as to Form:
Printed: Jennifer D. Readler
Title: Director of Law
CITY OF DUBLIN, OHIO
In
Printed: Dana L. McDaniel
Title: Citv Manager
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
respective names by their duly authorized representatives, all as of the date first written above.
THE OHIO STATE UNIVERSITY,
an instrumentality of the State of Ohio
Michael Papadakis, Senior Vice President for
Business and Finance & Chief Financial
Officer
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FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City of Dublin, Ohio under the foregoing
Agreement, certifies hereby that the moneys required to meet the obligations of the City during
Fiscal Year 2019 under the foregoing Agreement have been appropriated lawfully for that
purpose, and are 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, Ohio Revised Code.
Dated: 12019
-35-
Angel L. Mumma
Director of Finance
City of Dublin, Ohio
EXHIBIT LIST
EXHIBIT A Depiction of Property
EXHIBIT B List of Public Improvements and Cost Contribution/Depiction of
Improvements
EXHIBIT B-1 Conceptual Rendering
EXHIBIT C Memorandum of Economic Development Agreement
EXHIBIT D OSU-DUBLIN Schedule "Targets"
EXHIBIT E Property Reconveyance Escrow Agreement
EXHIBIT F List of Affiliated OSU Entities
EXHIBIT G Restrictive Covenant Area
-36-
EXHIBIT A
A-1
DEPICTION OF
— WEXNER MEDICAL CENTER - REGIONAL AMBULATORY FACILITY —
Dublin, Ohio
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WEXNER MEDICAL CENTER . REGIONAL AMBULATORY FACILITY
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EXHIBIT B
LIST OF PUBLIC IMPROVEMENTS AND COST CONTRIBUTION
DEPICTION OF IMPROVEMENTS
Type of Cost
Total Estimated
9S;Z3OSUWMC Est. Cost
Dublin Est. Cost
Cost
(based on 32.5%
contribution
Shier -Rings
$10,751,838**
$3,494,347
$7,257,491
Road
Realignment
Cosgray Ditch
$1,343,820
$436,741
$907,079
Relocation
Water Main
Included in
Cost of laterals and tap fees
$0
Line
roadway project
TBD (100%)
costs above
Sewer Main
Included in
Cost of laterals and tap
$0
Line
roadway project
feed TBD (100%)
costs above
Dublink (fiber)
$300,000
$97,500 + Cost of laterals
$202,500
100%
**Preliminary estimated costs include design, land acquisition as further described in Section
5.1(c), construction and utility relocation.
{i 2-
COLUMBUS/451908.4
EXHIBIT B-1
CONCEPTUAL RENDERING
C-1
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EXHIBIT C
MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT
THIS MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT (this
"Memorandum") is made and entered into as of , 2019, between the City of Dublin,
Ohio ("Dublin"), a municipal corporation and political subdivision organized and existing under
its Charter and the laws of the State of Ohio, having an address at 5200 Emerald Parkway, Dublin,
Ohio 43017, and The Ohio State University on behalf of its Wexner Medical Center ("OSU" and
collectively with Dublin, the "Parries"), an instrumentality of the State of Ohio, having an address
at 410 W. 10t' Avenue, Attention: , Columbus, Ohio 43210.
RECITALS:
A. Dublin and OSU have entered into that certain Economic Development Agreement
dated , 2019 (the Agreement'), whereby Dublin, in consideration of OSU's
agreement to construct an ambulatory care and medical facility in Dublin, agreed to provide
certain economic incentives to OSU to facilitate that development, including but not limited to the
conveyance of certain real property (the Property," as depicted on Attachment A attached hereto
and incorporated herein by reference) for the location of that facility.
B. Dublin and OSU desire to enter into and record this Memorandum for the purpose
of providing notice of certain provisions of the Agreement and their applicability to the Property.
AGREEMENTS:
In consideration of the foregoing recitals, specific reference is hereby made to the
following provisions of the Agreement (with capitalized terms not defined herein having the
respective meanings assigned to them in the Agreement):
1. Pursuant to the Agreement and the Property Reconveyance Escrow Agreement
referenced therein, under certain limited circumstances, the Property may be reconveyed from
OSU to Dublin.
C-3
2. The Agreement provides that, subject to certain conditions, the City will finance
and construct various Public Improvements which will support the development of the Property.
3. The Agreement provides that a tax increment financing will be established on the
Property. However, notwithstanding any provision in the Agreement to the contrary, (a) the Parties
have agreed that passage of the TIE Ordinance and authorization of the TIE Exemption will only
be applicable to real property which is otherwise subject to real property taxation, and (b) Dublin
has agreed that it will not (i) seek application of the TIE Ordinance to any real property owned by
OSU or its non-profit affiliated entities or (ii) require OSU or its non-profit affiliated entities to
remit Service Payments in respect of any real property owned by OSU or its affiliated entities, if in
the case of either clause (i) or (ii), such real property is otherwise exempt from real property
taxation.
This Memorandum contains only selected provisions of the Agreement, and reference is
made to the text of the Agreement for the full terms, covenants and conditions. This Memorandum
shall not in any way amend or supersede the terms, conditions or intent of the Agreement. A copy
of the Agreement is on file at Dublin's offices, located at 5200 Emerald Parkway, Dublin, Ohio
43017, and is available for the inspection of interested persons during regular business hours.
(SIGNATURE PAGES To FOLLOW)
C-4
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Economic Development Agreement as of the day and year first written.
CITY OF DUBLIN, OHIO
Lo
Printed: Dana L. McDaniel
Title: Citv Manager
Approved as to Form:
C
Printed: Jennifer D. Readler
Title: Director of Law
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this day of , 2019, before me a Notary Public personally appeared
Dana L. McDaniel and Angel L. Mumma, the authorized representatives of the City of Dublin,
Ohio, and acknowledged the execution of the foregoing instrument, and that the same is their
voluntary act and deed on behalf of the City of Dublin, Ohio and the voluntary act and deed of the
City of Dublin, Ohio.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
Notary Public
C-5
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Economic Development Agreement as of the day and year first written.
THE OHIO STATE UNIVERSITY,
an instrumentality of the State of Ohio
Michael Papadakis, Senior Vice President for
Business and Finance & Chief Financial
Officer
STATE OF OHIO )
) SS:
COUNTY OF FRANKLIN )
On this day of , 2019, before me a Notary Public personally appeared
, the authorized representative of OSU, and acknowledged the execution of the
foregoing instrument, and that the same is his voluntary act and deed on behalf of OSU and the
voluntary act and deed of OSU.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
This instrument was prepared by:
Notary Public
Gregory R. Daniels, Esq.
Squire Patton Boggs (US) LLP
2000 Huntington Center
41 South High Street
Columbus, Ohio 43215
(614)365-2789
C-6
ATTACHMENT A
TO EXHIBIT C
LEGAL DESCRIPTION AND DEPICTION OF THE PROPERTY
— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —
WEXNER MEDICAL CENTER - REGIONAL AMBULATORY FACILITY
— Dublin, Ohio —
iIA-
INPARCEL E �• � 1 � �� /� \
PARCEL R
DC\'\
i maecn. m,s „R..... I THE OHIO SiATB UNIVERSITY I GG
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— — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —r
CSI
EXHIBIT D
OSU-DUBLIN SCHEDULE "TARGETS"
OSU Ambulatory Project "Opening"; Dublin Public Improvements
Action Item Estimated Duration "Target' Calendar Quarter ("0")
Governance -Authorization
OSU-Bd. of Trustees, Controlling Bd. 3 months Feb. 22, 2019 (Trustees) Q 1, 2019
Dublin -City Council 3 months April , 2019 (Council) Q4-,-2 2019
- Land Acquisitions
- Property Sale
- Public Improvements
- Economic Incentive
Zoning
OSU Preparation
3 months
Dec. 1, 2018
Q 1, 2019
OSU Filing
----
March 1, 2019
Q 2, 2019
Dublin Process; Approval
12 months
March 1, 2020
Q 2, 2019 - Q 1, 2020
Public Improvements
Cosgray Ditch Relocation
- Design
-710 months
;�esFeb. 1, 24192019 (start)
Q 1-2, 2019
- Permit Prep Review, Negotiation, & Approvals
PI months
March 2020 (tea roval
Q 3, 2019 - Q 1, 2020
- Substantial Completion
67 months
Oct. 2020 (substantial completion)
Q 2-3, 2020
Shier Rings Rf-Relocatlom Water-xck/Sanitary, Avery
Road Roundabout
- Design,44op- of Roadway and Utilities
24 months
P@eJan. 1, X82019 (start)
Q 4, 2018 - Q 4, 2020
"Start"
- Private Utility Relocation "Start' and ROW
Jan. 1, 2020 (start)
Acquisition
- Construction Roadway "Start"
—
44�February 1, 2021
Q 4 2020
- Relocated Shier Rings Road Open to Traffic
—
May 2022
Q 2, 2022
Public Sanitary Sewer Extension
August 1, 2021
Substantially Complete
Water Main Extension Substantially Complete
September 1, 2021
- New Shier Rings Substantial Completion
18 +H 8+44S
May 2022
Q 2, 2022
- Avery Roundabout =^' ^'
18 Fa ent..t4s
WGtGb@F 2;02;1 (Substantial
R-&�
Substantial Completion
Dec.j 31.2022
OSU - Ambulatory Building
Property Acquisition Closing
-----
May 15, 2020
Preliminary Architecture (for Zoning) 4 months Dec. 2018 Q 4, 2018 - Q 1, 2019
Architecture (incl. CDs) 6 months ----- Q 1 — Q 2, 2020
Construction
- Start
- Construction
- Occupancy
----- July 1, 2020
21 months Oct. 1, 2020
3 months June — Sept 2022
Q 3, 2020 — Q 2, 2022
Q2—Q3,2022
EXHIBIT E
PROPERTY RECONVEYANCE ESCROW AGREEMENT
EXHIBIT F
LIST OF AFFILIATED OSU ENTITIES
ENTITY'S NAME FIX
OHIO STATE UNIVERSITY PHYSICIAN'S INC. (OSUP) 3 1-1 447726
OSUP COMMUNITY OUTREACH LLC 46-3580388
OSU
31-6025986
CAMPUS PARTNERS FOR COMMUNITY URBAN REDVELOPMENT
31-1425735
MEDSTONE REALTY COMPANY, LLC 47-2884103
I=l►V O0• 1111:0111IYI1111C4"
1 Za IIIII)F000 ZaC11/011110I =00--1 REP -5i Za
-----------------
________________ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
- WEXNER MEDICAL CENTER - REGIONAL AMBULATORY FACILITY -
Dublin, Ohio
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