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HomeMy WebLinkAboutOrdinance 52-25RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S 52-25 Ordinance No. Passed AUTHORIZING THE CITY MANAGER TO ENTER INTO A REAL ESTATE PURCHASE AGREEMENT FOR CERTAIN PROPERTY OWNED BY E&D GINGERICH FARMS, LLC, LOCATED IN FRANKLIN COUNTY, OHIO, AND MADISON COUNTY, OHIO, AUTHORIZING THE EXECUTION OF RELATED AGREEMENTS AND DOCUMENTS, AND APPROPRIATING FUNDS THEREFORE WHEREAS, the City, over the years, has entered into Real Estate Transfer Agreements, Real Estate Purchase Agreements, and Development Agreements that advance the goals of the City and enhance the public services provided by the City; and WHEREAS, E&D Gingerich Farms, LLC owns the following parcels of real estate: i) Franklin County, Ohio parcel numbers 272-000055-00 and 272-000181-00; and ii) Madison County, Ohio parcel number 02-00170.000 (the “Premises”); and WHEREAS, the Premises are more particularly described on Exhibit A; and WHEREAS, the City has determined that the purchase of the Premises furthers the community plan for this area; and WHEREAS, the City desires to purchase the Premises, along with all appurtenances and improvements thereon, as it has determined that such purchase is in the best interest of the City. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, lo of its elected members concurring, that: Section 1. Authorization of Agreements. The City Council hereby authorizes the Real Estate Purchase Agreement attached hereto. This City Council further authorizes the City Manager, for and in the name of the City, the execute any related documents, including but not limited to, all closing documents and any amendments to the foregoing agreement, which amendments are not inconsistent with this Ordinance and not substantially adverse to this City. Section 2. Real Estate Transfers. The City Manager is hereby authorized to execute any and all agreements and other instruments necessary to implement the real estate transaction contemplated in the Real Estate Purchase Agreement. Section 3. Further Authorizations. This City Council further hereby authorizes and directs the City Manager, the Director of Finance, the Director of Law, the Clerk of Council or other appropriate officers of the City to prepare and sign all documents and instruments and to take any other actions as may be appropriate to implement this Ordinance. Section 4. Appropriation(s). There be appropriated from the unappropriated fund balance in the General Fund in fiscal year 2026 the amount of $2,250,000 in account 10196290-741404. There be appropriated from transfers and proceeds from the sale of notes to the credit of the Capital Construction Fund in fiscal year 2026 the amount of $9,050,000 in account 40480320-735001. These appropriations are necessary to support the City’s financing plan to purchase the property. RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S 52-25 Page 2 Ordinance No. Passed , Section 5. Open Meetings. This City Council finds and determines that all formal actions of this City Council and any of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this City Council or any of its committees, and that all deliberations of this City Council and of any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law, including Section 121.22 of the Ohio Revised Code. Section 6. Effective Date. This Ordinance shall be in full force and effect on the earliest date permitted by law. Signed: UL. A P= — Mayor - Presiding Officer Attest: Dace CO thual Getk of @duncil J Passed: Deora F, 2026 Effective: Jurusey 7 , 2026 To: Members of Dublin City Council From: Megan O’Callaghan, City Manager Date: December 2, 2025 Initiated By: Jeremiah Gracia, CEcD, Director of Economic Development Jenny Rauch, AICP, Director of Community Planning & Development Jean-Ellen M. Willis, P.E., Director of Transportation & Mobility Paul A. Hammersmith, P.E., Director of Engineering/City Engineer Matt Rubino, Chief Financial Officer/Director of Finance Re: Ordinance 52-25 – Authorizing a Real Estate Purchase Agreement for Certain Property owned by E&D Gingerich Farms, LLC, located in Franklin County, Ohio, and Madison County, Ohio, Authorizing the Execution of Related Agreements and Documents, and Appropriating Funds Therefore Summary This Ordinance authorizes the purchase of approximately 84 acres of land currently owned by E&D Gingerich Farms, LLC. The parcels, located in both Franklin and Madison counties, are highlighted below and collectively referred to as Gingerich Farms. This acquisition consists of multiple parcels that can be leveraged for a number of strategic opportunities generally related to economic development and transportation infrastructure. Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017-1090 Phone: 614.410.4400 • Fax: 614.410.4490 Memo Re: Ordinance 52-25 Authorizing a REPA for Property Owned by E&D Gingerich Farms December 2, 2025 Page 2 of 4 Background The West Innovation District (WID) plays an important role in the City’s 2023 Economic Development Strategy, which outlines a series of strategies and actions to continue Dublin’s economic success and competitiveness within the region. The Strategy calls out action steps to move the WID forward by setting development conditions. The adopted 2024 Envision Dublin Community Plan emphasizes a focus on accelerating economic development in the WID through the WID Special Area Plan to set conditions for establishing a world-class innovation and research district that serves as an economic engine for Dublin. The Community Plan identifies several future street network improvements in the WID, as well as necessary utility improvements to support the initiatives of the District. At the November 14, 2025 City Council retreat, staff and consultants presented an update on the work completed on the West Innovation District Integrated Implementation Strategy (WIDIIS) that incorporates a series of studies and efforts to bring the WID’s vision to life. The objectives of the WIDIIS are to: 1) Realize the Vision: Advance the principles and recommendations in Envision Dublin to guide WID development and support long-term goals with greater predictability. 2) Refine Infrastructure Needs: Align ongoing transportation, water, sewer & sanitary planning efforts to ensure infrastructure supports future development. 3) Coordinate Projects in the WID: Analyze planning and development activity within the WID Special Area Plan Boundary, including how growth in neighboring jurisdictions impacts the district’s future. The WIDIIS assessment underscored the critical role of infrastructure as a strategic enabler. It is clear that thoughtful planning and targeted infrastructure investments are essential to competitively position the WID for future success. Land acquisitions allow the City to control the long-term use of key properties. As the City continues to grow and develop, opportunities to purchase strategic parcels such as this will become increasingly limited. In recent years, the City has made several strategic acquisitions including the Jewett, Vivo, North Riverview, Orr and Shepherd properties. Such purchases have positioned the City to ensure future development is thoughtful and proactive. These purchases enable the City to determine the highest and best use of the land and to engage directly with potential developers and employers. This approach has supported successful negotiations and development agreements with organizations such as with COhatch, The Ohio State University Ambulatory Care Center and Mount Carmel Health Systems. The City was contacted by Mr. Gingerich about the City’s interest in purchasing his properties. After initial due diligence and successful negotiations, the parties agreed upon a Real Estate Purchase Agreement (REPA) for Gingerich Farms at a purchase price of $105,000/acre. The REPA contains all the terms, conditions and closing requirements of both parties. Similar to how we handled the recent Shepherd acquisition, the parties executed the REPA on November 13, 2025, with the REPA becoming effective after formal Council approval through the adoption of this Ordinance. The City has now determined that it is prepared to proceed to closing. The future development of this land will be evaluated when an opportunity to develop occurs, as has been the case for other land the City has acquired in the past. At a minimum, these parcels Re: Ordinance 52-25 Authorizing a REPA for Property Owned by E&D Gingerich Farms December 2, 2025 Page 3 of 4 will act as a buffer between development further west and the City until development the City approves occurs. Financing Plan This funding plan is compliant with all City financial policies, including the General Fund Balance Policy, Debt Policy, and Investment Policy. The financing plan meets or exceeds all the criteria above and represents a fiscally sustainable method of financing the proposed land acquisitions. The goals of utilizing this financing plan include, but are not limited to: • Limiting the amount of new debt issued (preserving debt capacity for future objectives) • Issuing the new debt as tax-exempt and limiting the potential private use activity to preserve the tax exemption on the debt • Moderating the amount of additional annual debt service by using an interest only structure • Reduction of transactional costs • Allowing for development as economic development opportunities become available in this area by utilizing short-term financing with the ability to begin paying down principal • Preserving the City’s bond ratings by limiting the issuance of new principal and applying available resources towards the redemption of outstanding principal Acquisition Financing for this land acquisition by the City will utilize a combination of tax-exempt short-term financing and a contribution of cash resources from the General Fund. Details of the issuance and sale of general obligation notes are provided on a separate City Council agenda item on December 8. This financing limits private leases that are unrelated to governmental purposes in order to preserve the tax-exempt status of the planned financing. These limitations only apply during the time the City has any outstanding tax-exempt debt on the property. General Fund Balance Policy Compliance The financing plan complies with the policy requiring the General Fund Balance be greater than 50% of the year’s annual expenditures. It is anticipated that the interest only structure of the debt service will not cause a material impact on the ending balance in the General Fund. The projected ending balance will continue to be in the 60%-70% expenditure range over the term of the proposed financing Outstanding principal will be paid down as resources become available from the sale of land or from other resources that are committed for paying down the notes. Debt Policy Compliance The City’s Debt Policy sets a limit on the amount of annual debt service to be paid from the Capital Improvements Plan Fund’s allocation of annual income tax revenues. The financing will not draw from resources for debt service payments from the Income Tax Capital Fund as the source of repayment will be from other sources and available reserves in the General Fund. The resources used from the General Fund will be managed to ensure that funding for interest payments or redemption of principal will not draw reserves below the stated policy limit. In addition to this payment flexibility, any principal outstanding at the end of the five-year term can either be paid down in full or converted into longer-term bonds as is allowed in the City’s debt policy. The proposed note issuance will not impede the planned issuance of general obligation debt to fund Re: Ordinance 52-25 Authorizing a REPA for Property Owned by E&D Gingerich Farms December 2, 2025 Page 4 of 4 approved capital improvements. Recommendation Because time is of the essence for closing on these critical properties, staff recommends waiving the second reading and adopting the Ordinance at the Dec. 8, 2025 City Council meeting. A vote to suspend the two-readings rule will require a super majority of Council (i.e., 5 votes). Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Yazan S. Ashrawi Assistant Law Director 11/12/2025 City Manager Megan O'Callaghan 11/13/2025 Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF 11/12/2025 Matthew Rubino Docusign Envelope ID: C71C9D8A-1930-43FB-8011-87FE620719DF Ordinance 52-25Authorizing the City Manager to Enter Into a Real Estate Purchase Agreement For Property Owned by E&D Gingerich Farms, LLCDecember 8, 2025 33 Corridor Base Context Map Acquisition Site Proximity to Miller Farms Property Multimodal Thoroughfare Plan •The parcels can be leveraged for economic development, infrastructure and transportation uses. •Acquisition furthers strategic plans including:•Strategic Framework and Vision•City Council Visionary Goals•Envision Dublin Community Plan•West Innovation District Integrated Implementation Strategy•Economic Development Strategic Plan•Multimodal Thoroughfare PlanStrategic Acquisition and Investment Parcels •Parcels included in this acquisition total approximately 84.539 acres: ParcelsDescriptionParcel ID30.86 acres; Franklin County272-000055-0034.35 acres; Franklin County272-000181-0019.5 acres; Madison County02-00170.00084.539 acresTotal •The parties have fully executed a Real Estate Purchase Agreement (REPA)•The REPA contains all the terms, conditions and closing requirements of both parties •The REPA will become effective 30 days after formal adoption by City Council•The City has determined it is prepared to proceed to closing after the Ordinance Effective DateREPA FINANCING PLAN •Compliant with all City financial policies, including the General Fund Balance Policy, Debt Policy, and Investment Policy.•Generate funding in a relatively short timeframe to fund proposed land acquisitions•Short-term structure and flexible financing terms that provide the City the option for early payment of principal using available funds•Reliance on the City’s general obligation pledge and inherent credit ratings to maintain lower interest rate costs of the borrowingFinancing Plan •Minimize transaction costs by forgoing a new ratings process and preparation of an official statement•A 5-year borrowing of approximately $16.9 million using a direct note sale product•A contribution of $5.4 million in General Fund cash to reduce the amount of note principal issued•Additional contributions of General Fund cash, proceeds from the sale of City land, or other sources to pay down principal in 2027-2030Financing Plan Staff recommends adoption of Ordinance 52-25 and waiving of the second reading. A vote to suspend the two-readings rule will require a super majority of Council (i.e., 5 votes).Recommendation ORDINANCE 53-25Authorizing the City Manager to Enter Into a Real Estate Purchase Agreement For Property Owned by Miller Farm Properties, LLCDecember 8, 2025 Acquisition Site Proximity to Gingerich Farms Property Parcels •Parcels included in this acquisition total approximately 265.185 acres:ParcelsDescriptionParcel ID57.191 acres; Franklin County272-000306-004.494 acres; Franklin County272-000294-0020.0 acres; Franklin County272-000012-0016.287 acres; Madison County02-00188.000167.21; Madison County02-00189.000265.185 acresTotal •The parties have fully executed a Real Estate Purchase Agreement (REPA)•The REPA contains all the terms, conditions and closing requirements of both parties •The REPA will become effective 30 days after formal adoption by City Council•The City has determined it is prepared to proceed to closing within 30 days after the Ordinance Effective DateREPA Staff recommends adoption of Ordinance 53-25 and waiving of the second reading. A vote to suspend the two-readings rule will require a super majority of Council (i.e., 5 votes).Recommendation Ordinance 54-25Series 2026 Land Acquisition NotesDecember 8, 2025 •Compliant with all City financial policies, including the General Fund Balance Policy, Debt Policy, and Investment Policy.•Generate funding in a relatively short timeframe to fund proposed land acquisitions•Short-term structure and flexible financing terms that provide the City the option for early payment of principal using available funds•Reliance on the City’s general obligation pledge and inherent credit ratings to maintain lower interest rate costs of the borrowingFinancing Plan •Minimize transaction costs by forgoing a new ratings process and preparation of an official statement•A 5-year borrowing of approximately $16.9 million using a direct note sale product•A contribution of $5.4 million in General Fund cash to reduce the amount of note principal issued•Additional contributions of General Fund cash, proceeds from the sale of City land, or other sources to pay down principal in 2027-2030Financing Plan •Land Acquisition Notes sold as a direct bank purchase•Fixed rate, 5-year term (expected December 1, 2030 final maturity)•5-year term provides longer runway for full planning and site development•No need to refinance note every year – saves on issuance costs•Interest only (2026-2029), paid semiannually•Principal and interest due on final maturity (2030)•City has right to prepay principal in whole or in part after two years•This allows for partial paydown from General Fund, proceeds from land sales or other available cashSeries 2026 Land Acquisition Notes - Proposed Structure •Direct purchase will not require a ratings process or distributing a preliminary official statement•Limited Tax General Obligation will allow the city to borrow at lower, tax-exempt rates – (4.25%-4.50% est.)•Annual interest payments of approximately $750,000 per year depending on final interest rate of the notes•The optional redemption feature can be used to the City’s advantage to pay down note principal as resources are available•The Note principal could be fully paid down prior to the 2030 maturity depending on the availability of resourcesSeries 2026 Land Acquisition Notes - Proposed Structure •The Notes will bear interest at a rate not to exceed 6.00% per year •The City will determine in the Certificate of Award the actual principal amount of Notes to be sold, not to exceed the maximum permitted amount contained in the Ordinance – est. $16.9 million•The Notes are to be dated on the date of issuance and shall mature not more than five years following the date of issuance - the City is authorized to establish an earlier maturity date in the Certificate of Award•The interest on the Notes is expected to be exempt from local, state and federal income taxationSummary •The Notes may be subject to optional redemption as the City is authorized to make that determination, based on market conditions, in the Certificate of Award – expected after two years•The City shall take such actions that may be required for the interest on the Notes to be and remain excluded from gross income for purposes of federal income tax purposes – avoiding private use•A signed Fiscal Officer’s Certificate is presented to City Council prior to City Council’s consideration of the related Note Ordinance•The proceeds are appropriated and shall be used for the purpose for which the Notes are being issued – Section 8Summary Next Steps & Tentative ScheduleAll dates are tentative•First reading and public hearing for note legislation – December 8•Request final term sheet from bank participant – December 9•Note ordinance effective – January 7•Award 2026 Notes – January 7•Close notes, receipt of funds – by the first week of February•Combine note proceeds and General Fund contribution to fund the acquisition of the properties – at note closing•Funds available for real estate purchase closing -February 6•First interest payment is due on June 1, 2026 The City of Dublin, Ohio – IssuerCity ManagerCFO/Director of Finance and staffBaker Tilly Municipal Advisors, LLC – Municipal AdvisorMr. Brian Cooper, PrincipalMr. Tom Ricchiuto, Senior ManagerSquire Patton Boggs (US) LLP – Bond CounselMr. Chris Franzmann, PartnerSeries 2026 Land Acquisition Notes – Participants Staff recommends adoption of Ordinance 54-25 and waiving of the second reading. A vote to suspend the two-readings rule will require a super majority of Council (i.e., 5 votes).Recommendation