HomeMy WebLinkAboutOrdinance 39-13RECORD OF ORDINANCES
D ayton Leg Blank, Inc. Forth No 30043
Ordinance No.
39 -13
Passed 20
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO
ENTER INTO A DEVELOPMENT AND TAX INCREMENT
FINANCING AGREEMENT WITH VRABLE LAND HOLDING
DUBLIN LLC RELATING TO THE DEVELOPMENT OF
APPROXIMATELY 6.34 ACRES OF REAL ESTATE GENERALLY
LOCATED EAST OF RIVERSIDE DRIVE, WEST OF TULLER
RIDGE DRIVE AND SOUTH AND ADJACENT TO TULLER ROAD.
WHEREAS, the Developer owns approximately 6.34 acres of real property
generally located to the east of Riverside Drive, to the west of Tuller Ridge
Drive, and to the south of and adjacent to Tuller Road within the municipal
boundaries of the City (the "Property"); and
WHEREAS, the Developer intends to develop the Property with skilled
nursing facility uses, assisted living uses, and office uses (collectively, the
"Project's in accordance with the zoning and preliminary development plan
approval from the City by Ordinance 06 -12, modified by a final development
plan as submitted to and approved by the Dublin Planning and Zoning
Commission on February 21, 2013; and
WHEREAS, the City and the Developer desire to facilitate the construction of
new public streets and water line improvements to be constructed on the
southern and western perimeter of the Property and adjacent real property;
and
WHEREAS, the City contemplates adopting an ordinance (the "TIF
Ordinance') declaring that 100% of the increase in the assessed value of the
Property subsequent to the effective date of the TIF Ordinance (the
"Improvement" and an "Improvement" as defined in Ohio Revised Code
Section 5709.40) is to be a public purpose and exempt from taxation, in
accordance with the requirements of Ohio Revised Code Sections 5709.40,
5709.42 and 5709.43; and
WHEREAS, the TIF Ordinance is expected to provide that the owner of the
Property make service payments in lieu of taxes with respect to any
Improvement on the Property, all pursuant to and in accordance with the TIF
Statutes; and
WHEREAS, to support the construction of the Public Improvements, the
Developer has agreed to make minimum service payments with respect to the
Property (the "Minimum Service Payments') to supplement the Service
Payments as necessary; and
WHEREAS, the City and the Developer desire to enter into this Agreement to
provide for the collection of the Service Payments and the Minimum Service
Payments to enable the financing, construction, installation and maintenance
of the Public Improvements as contemplated herein, and to memorialize their
mutual understandings with regard to the manner in which the Project initially
will be developed.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
State of Ohio, �_ of the elected members concurring that:
RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30643
Ordinance No.
39 -13
Page 2of2
Passed 20
Section 1. The City Manager is hereby authorized to enter into a Development
and Tax Increment Financing Agreement similar to the one attached hereto as
Exhibit "A" with Vrable Land Holding LLC.
Section 2 . This Ordinance shall be in full force and effect on the earliest date
permitted by law.
Passed this , day of 2013
,. � • •-
ATTEST:
Clerk of Council
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
City of Dublin Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager\N`
Date: June 6, 2013
Memo
Initiated By: Dana L. McDaniel, Deputy City Manager /Director of Economic Development
Angel L. Mumma, Deputy City Manager /Director of Finance
Re: Ordinance 39 -13 — Development and Tax Increment Financing
Agreement with Vrable Land Holding Dublin LLC
Background
Ordinance 39 -13, which was postponed on May 20 to the June 10 meeting at the request of Mr.
Vrable, authorizes the City Manager to enter into the attached Development and Tax Increment
Financing Agreement ("Agreement's with Vrable Land Holding Dublin, LLC and its successors and
assigns ("Developer'l. The redlined version of this Agreement is attached, highlighting proposed
changes. The following summarizes key changes in the Agreement since it was introduced at the
May 6, 2013 Council meeting:
1. Proposed Project (Pg. 2 of agreement.) and 7. (a) ill. (Pg. 9 of agreement.)
Proposes the completion date of the skilled nursing facility to be April 30, 2015 instead of
December 31, 2014.
2. (b). John Shields Parkway, Phase II. (Pg. 3 of agreement.) Language has been
added to the end of this section allowing the developer to install an access drive between
John Shields Parkway, Phase I and Riverside Drive, prior to December 31, 2018. The cost
for installation and removal of this access drive will be the responsibility of the Developer.
2. (c). Mooney Street, Phase I. iii. (Pg. 4 of agreement.) Language has been added to
recognize that the Developer may transfer the land between Mooney Street, Phase I and
existing Riverside Drive. Therefore, this language acknowledges that the obligation to
construct Mooney Street, Phase I, will carry with the land. Additionally, the Developer
acknowledges that this same property, if developed, must develop in accordance with the
Bridge Street District Code. Several references to the land holder of the property between
Mooney Street and existing Riverside Drive, Tuller Henderson, LLC, have been added
throughout the Agreement.
Recommendation
Staff recommends Council approval of Ordinance No. 39 -13 at the second reading /public hearing
on June 10, 2013.
Draft of June 3, 2013
DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT
THIS DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT (the
" Agreement ') is made and entered into as of the last date of signature below (the " Effective
Date ") by and among the CITY OF DUBLIN, OHIO (the "Cit '), a charter municipal
corporation organized and existing under the constitution and the laws of the State of Ohio and
its Charter, VRABLE LAND HOLDING DUBLIN LLC ( ";Ir-abl e Developer "), an Ohio limited
liability company having its address at 3248 W. Henderson Road, Columbus, Ohio 43220
« ». ,TULLER
HENDERSON LLC ( "Tuller Henderson "I, an Ohio limited liabilitpany having its address
at 3248 W. Henderson Road, Columbus, Ohio 43220.
WITNESSETH:
WHEREAS, the Developer owns approximately 6.34 acres of real property generally
located to the east of Riverside Drive, to the west of Tuller Ridge Drive, and to the south of and
adjacent to Tuller Road within the municipal boundaries of the City, as depicted in Exhibit A
(the " Propert y ," with each current or future tax parcel of the Property referred to herein as a
" Parcel ," and together, with all such tax parcels, the " Parcels "); and
WHEREAS, Tuller Henderson owns approximately various properties. City, Developer,
and Tuller Henderson agree_ that this Development and Tax Increment Financing Agreement only_
refers to approximately 4.56 -- acres of real property generals located to the east of Riverside
Drive to the west of Mooney Street and to the south of and adjacent to Tuller Road within the
municipal boundaries of the City, as depicted in Exhibit A the "TH Property") and excludes all
other holdings or assets of Tuller Henderson. LLC; an d
WHEREAS, the Developer intends to develop the Property with skilled nursing facility
uses, assisted living uses, and office uses (collectively, the " Project ") in accordance with the
zoning and preliminary development plan approval from the City by Ordinance 06 -12 (the
" Preliminary Development Plan '), as modified by a final development plan as submitted to and
approved by The Planning and Zoning Commission on February 21, 2013 (the " Final
Development Plan and
WHEREAS, the City Tuller Henderson and the Developer desire to facilitate the
construction of new public streets and water line improvements to be constructed on the southern
and western perimeter of the Property and adjac°fft real pre^° -*_ she southern and eastern
perimeter of the TH Propert y (as further described in Section 2, the " Public Improvements "); and
WHEREAS, the City contemplates adopting an ordinance (such ordinance, if and when
adopted, the " TIF Ordinance ") declaring that 100% of the increase in the assessed value of the
Property subsequent to the effective date of the TIF Ordinance (the " Improvement ", and an
"Improvement" as defined in Ohio Revised Code Section 5709.40) is to be a public purpose and
exempt from taxation in accordance with the requirements of Ohio Revised Code Sections
5709.40, 5709.42 and 5709.43 (collectively, the " TIF Statutes "); and
WHEREAS, the TIF Ordinance is expected to provide that the owner(s) of the Property
make service payments in lieu of taxes with respect to any Improvement on the Property (the
" Service Payments "), all pursuant to and in accordance with the TIF Statutes; and
WHEREAS, to support the construction of the Public Improvements, the Developer has
agreed to make minimum service payments with respect to the Property (the " Minimum Service
Payments ") to supplement the Service Payments as necessary; and
WHEREAS, the City and the Developer desire to enter into this Agreement to provide for
the collection of the Service Payments and the Minimum Service Payments to enable the
financing, construction, installation and maintenance of the Public Improvements as
contemplated herein, and to memorialize their mutual understandings with regard to the manner
in which the Project initially will be developed; and
WHEREAS, Tuller Henderson desires to join this Agreement, and the Developer and the
City desire that Tuller Henderson loins this Agreement, to further secure the financing
construction, installation and maintenance of the Public Improvements as contemplated herein
particularly the construction of Mooney Street as further described in Section 2(c
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the parties hereto agree to the foregoing and as follows:
1. Proposed Project The City by Ordinance -1_ has approved the rezoning of the
Property which permits its development in substantial conformance with the Preliminary
Development Plan. The Developer will be solely responsible for the costs of the Project,
including, without limitation, all private infrastructure improvements servicing the Project
required by City Code or necessary to adequately serve the Property, such as the removal,
installation, construction, and maintenance of all private stormwater improvements and detention
facilities. Development of the Project will occur in substantial conformance with the Final
Development Plan, as that plan may be amended from time to time. The Developer will
substantially complete development of the Project by D eee . bew 31, 2 )44Ap it 30. 2015
Developer warrants that the actual total construction value of the private improvements for the
Project will not be less than $14 million.
2. Public Improvements The City and the Developer hereby agree that the following
infrastructure improvements benefit and serve the Property and other real property in the vicinity
of the Property, and will be implemented as provided below:
(a) John Shields Parkway, Phase I . The first phase of a new public street (as depicted
in Exhibit B, " John Shields Parkway will extend from Tuller Ridge Road on the east to a point
along the eastern edge of the planned Mooney Street (described below). The City will design
and construct the first phase of John Shields Parkway at its sole expense. The first phase will be
constructed in accordance with the Bridge Street District Code, the associated transportation and
utilities plan, and the Final Development Plan for the Project. The City will use commercially
reasonable efforts to complete John Shields Parkway by the time the Developers receive a
certificate of occupancy for the Project.
(b) John Shields Parkway, Phase II . The second phase of John Shields Parkway (as
depicted in Exhibit B) will extend from the terminus of the first phase on the east to Riverside
Drive, as it currently exists or may be realigned, on the west. The City will design and construct
the second phase of John Shields Parkway at its sole expense, and will use commercially
reasonable efforts to complete construction in tandem with the re- location of Riverside Drive but
no later than December 31, 2018. The exact design and placement of the second phase will be at
the sole discretion of the City. If the City does not complete the second phase by December 31,
2018, or abandons the second phase, then the City and the Developer, at the Developer's request,
will negotiate in good faith to provide any necessary access to Riverside Drive. Should the
Developer desire access from John Shields Parkway, Phase I to Riverside Drive prior to
December 31, 2018, the Developer may install an access drive at Developer's own expense. All
desigLis for this access drive must be approved by the City _Engineer prior to installation. The
Developer must remove this access drive, at Developer's expense, prior to the commencement of
John Shields Parkway, Phase II construction.
(c) Mooney Street, Phase I . The first phase of a new public street (as depicted in
Exhibit B, " Mooney Street ") will extend from Tuller Road on the north to John Shields Parkway
on the south. Construction for Mooney Street will be as follows:
Construction
The
Developer and Henderson will design and construct Mooney Street at
their sole expense contemporaneously with the development of the TH
Property. The Developer and Tuller Henderson must submit plans for
Mooney Street contemporaneously with the submission of plans for the
development of the TH Property. Plans and specifications for Mooney Street
are subject to the reasonable review and approval of the City. Unless waived
by the City, the design and construction of Mooney Street must be in
accordance with the Bridge Street District Code, the associated transportation
and utilities plan and the approved Final Development Plan for the Project.
Developer and Tuller Henderson each reserve the right to file a waiver with
the City for the construction of Mooney Street. The City will consider, amon
other relevant factors, the devaluation of the TH Property when making its
determination regarding the grant of the waiver The construction of Mooney
Street does not obligate the Developer or Tuller Henderson to construct any
improvements_ to John Shields Parkway or Tuller Road.
ii. Waterline The Developer and Tuller Henderson will design and construct a
water line in conjunction with the design and construction of Mooney Street at
As their sole expense, in accordance with the Bridge Street District Code, the
associated transportation and utilities plan, and the Final Development Plan
for the Project and for the development of the PFOPeily betw Mooney
TH Property each as approved by City
Council. Plans and specifications for the water line are subject to the review
and approval of the City in its sole discretion and the City reserves the right to
modify the design of the water line. The Developer and Tuller Henderson will
submit plans for the water line upon request of the City and complete
construction of the water line by a date reasenably deteEmined by the City to
min conjunction with the development of the pr-epei4y between the Meen
Street and the Riverside Dr-ive right ef TH Property
iii. Transfer. The City understands that Tuller Henderson may convey the TH
Property in the future. If Tuller Henderson transfers this property, the City
and Tuller Henderson Wee-that all of the obligations set forth in this Section
2(c) will become the obligations of the future transferee. It is intended that
the obligations set forth in this Section 2(c) will be included in the declaration
of covenants set forth in Exhibit C and construed as covenants which run
with the land and will be binding ppon and inure to the benefit of the
respective heirs, personal representatives, successors, transferees and assigns
of the parties hereto. Tuller Henderson further agrees that no deed restrictions
will be placed in the transfer documents that are inconsistent with the Bridge
Street Code and that all future construction will be in accordance with the
Bride Street Code.
(d) Nothing in this Agreement makes the Developer responsible for the installation
and/or removal of sanitary, storm sewer and/or water facilities located or to be located within
John Shields Parkway and/or relocated Riverside Drive.
3. Coordination between the City and the Developer The City and the Developer agree to
closely coordinate their respective design and construction efforts relative to the grades between
the Public Improvements adjoining the Property. Each party will bear its own costs associated
with this effort.
4. Tax Increment Financing Area
(a) General The Developer will reasonably cooperate with the City in the creation of
a tax increment financing area including the Property.
(b) Covenant to Make PUMents in Lieu of Taxes The Developer, on behalf of itself
and any subsequent owner of each Parcel (an owner of a Parcel, during its respective period of
ownership, is referred to herein as an " Owner ," and all such owners are referred to collectively as
the " Owners "), hereby covenant to make Service Payments attributable to their respective period
of ownership of that Parcel, all pursuant to and in accordance with the requirements of the TIF
Statutes, and any subsequent amendments or supplements thereto, the TIF Ordinance and this
Agreement.
Service Payments will be made semiannually to the County Treasurer of Franklin
County, Ohio (or to such Treasurer's designated agent for collection of the Service Payments) on
or before the final dates for payment of real property taxes for the Parcel. 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 Statutes
and the TIF Ordinance and, for each Parcel, will be in the same amount as the real property taxes
that would have been charged and payable against the Improvement to the Parcel (after credit for
any other payments received by the City under Ohio Revised Code Sections 319.302, 321.24,
323.152 and 323.156, or any successor provisions thereto, as the same may be amended from
time to time, and are referred to herein as the "Property Tax Rollback Payments ") if it were not
exempt from taxation pursuant to the TIF Ordinance, including any penalties and interest. No
Owner will, under any circumstances, be required for any tax year to pay both real property taxes
and Service Payments with respect to any portion of the Improvement to a Parcel pursuant to this
Agreement. Nothing contained herein limits or impairs an Owner's right or ability, under
applicable law, to challenge or contest the assessed value of a Parcel.
(c) Minimum Service Payments The Property is subject to a minimum service
payment obligation (the " Minimum Service Payment Obli ag tion '), which constitutes a minimum
service payment obligation under Ohio Revised Code Section 5709.91 and which for each
calendar year will be -an amount equal to the $14 million of market value for the Property,
multiplied by 35% and the then current applicable real property tax rates for the Property, less
the amount the City is required to pay with respect to the Property to the Dublin City School
District and the Central Ohio Joint Vocational School District in that year under the TIF
Ordinance. The Minimum Service Payment Obligation is effective beginning calendar year
2016. The Minimum Service Payment Obligation terminates at the end of the tax year in which
the Owners of the Property have paid Service Payments (including any related Property Tax
Rollback Payments) and Minimum Service Payments (as defined below) with respect to the
Property in an amount equal to the lesser of (i) the cost of John Shields Parkway paid by the
City (including interest thereon at a rate of 2.5% per year), plus {i-i)or (ii) $2,000,000.00, plus, in
each case, the amount the City is required to pay with respect to the Property to the Dublin City
School District and the Central Ohio Joint Vocational School District through that tax year under
the TIF Ordinance. The Minimum Service Payment Obligation will be divided among the
Parcels in accordance with the relative value from time to time of each Parcel as recorded on the
tax list and duplicate of the Franklin County Auditor. If the Service Payments and Property Tax
Rollback Payments payable to the City on a Parcel in any calendar year, less the amount the City
is required to pay with respect to that Parcel to the Dublin City School District and the Central
Ohio Joint Vocational School District in that year under the TIF Ordinance, are less than the
Minimum Service Payment Obligation for that Parcel for that calendar year, the City will prepare
and send an invoice for the amount by which the Minimum Service Payment Obligation for that
Parcel exceeds those Service Payments and Property Tax Rollback Payments (such difference,
the " Minimum Service Payments ") to the Owner of the Parcel at its registered address for tax
bills. The Owner must pay the Minimum Service Payments invoiced to the City pursuant to
payment instructions set forth in the invoice in immediately available funds within 30 days of its
delivery. The City may assess a 10% administrative fee and interest accruing at an annual rate of
10% on any Minimum Service Payments not paid within 35 days of the delivery of the invoice.
The City may certify delinquent Minimum Service Payments, fees and interest to the Franklin
County Auditor for collection on real property tax bills. Any late payments of amounts so
certified will bear penalties and interest at the then current rate established under Ohio Revised
5
Code Sections 323.121 and 5703.47 or any successor provisions thereto, as the same may be
amended from time to time.
(d) Declaration of Covenants, Priority of Lien It is intended and agreed, and it will
be so provided by the Developer in a declaration relating to the Property (the " Declaration ")
recorded by the Developer within 30 days following the date of this Agreement and substantially
in the form attached hereto as Exhibit C, that the covenants provided in this Section and, with
respect to the TH Property, the covenants set forth in Section 2(c) 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 the City against any Owner with respect to that Owner's period of
ownership of a Parcel or the owner of the TH Property, as applicable whether or not this
Agreement remains in effect or whether or not such provision is included by an Owner or owner
of the TH Property in any deed to such Owner's or 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 Statutes and the TIF
Ordinance or, with respect to the TH Property, until satisfaction of the obligations of the
Developer and Tuller Henderson set forth in Section 2(c).
Such covenants running with the land will have priority over any other lien or
encumbrance on the Property the Tu +rN ° 4 , and any improvements thereon, except for such
title exceptions as are approved in writing by the City, and the Developer anJ Tuller Hendefsen
will upon th City's request; cause any and all holders of mortgages or other liens existing on
the -
TH Property as of the time of recording of the Declaration to subordinate
such mortgage or lien to those covenants running with the land. The Developer acknowledges
that the provisions of Ohio Revised Code Section 5709.91, which specify that the Service
Payments and the Minimum 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 and Minimum Service
Payments, will apply to this Agreement and to the Property and any improvements thereon.
At the City's option and within 30 days of its request, the Developer anQ -+A-f
Hendefsen hereby agrees gees to provide such title evidence, at no cost to the City, as is
necessary to demonstrate to the City's satisfaction that the covenants running with the land
provided in the Declaration are prior and superior to any other liens, encumbrances or other title
exceptions, except for those which are approved in writing by the City.
Upon satisfaction of the Owner's obligations under this Agreement and termination of the
Owner's obligation to make the Service Payments and Minimum Service Payments, the City
will, upon the request of the Owner of a Parcel, execute an instrument in recordable form
evidencing such termination and releasing the covenants running with the land set forth in the
Declaration with respect to that Parcel. Upon satisfaction of the obligations set forth in Section
2(c3, the City will, upon the request of the owner of the TH Propert r, execute an instrument in
recordable form evidencing termination of the Declaration as to the TH RrgRerty and releasing
the covenants_ running with the land set forth in the Declaration with respect to the TH Pronertv.
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(e) Exemption Application The Developer agrees to prepare, execute and file of all
necessary applications and supporting documents to obtain from time to time the exemption
granted by the TIF Ordinance to enable the City to collect Service Payments with respect to the
Property. The City agrees to cooperate with the Developer in preparing and filing such
applications and supporting documents. The City and the Developer each agree to perform such
acts as are reasonably necessary or appropriate to effect, claim, reserve and maintain that
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 that exemption or the Service Payments.
(f) Estoppel Certificate Within 45 days after a request from an Owner of a Parcel or
the owner of the TH Propert y , the City will execute and deliver to that Owner owner or any
proposed purchaser, mortgagee or lessee of the Parcel or TH P ropertw, a certificate stating that
with respect to the Parcel or TH Property, as applicable if the same is true: (i) that this
Agreement is in full force and effect; (ii) that the requesting Owner or owner is not in default
under any of the terms, covenants or conditions of this Agreement, or, if that Owner or owner is
in default, specifying same; and (iii) such other matters as that Owner or owner reasonably
requests.
(g) Information Reporting The Developer will cooperate in all reasonable ways
with, and provide necessary and reasonable information to, the designated Tax Increment
Review Council to enable that Tax Increment Review Council to review and determine annually
during the term of this Agreement the compliance of the Developer with the terms of this
Agreement. Any information supplied to such Tax Increment Review Council will be provided
solely for the purpose of monitoring the Developer's compliance with this Agreement.
The Developer further covenants to cooperate in all reasonable ways with, and provide
necessary and reasonable information to the City to enable the City to submit the status report
required by Ohio Revised Code Section 5709.40(I) to the Director of the Ohio Development
Services Agency on or before March 31 of each year. Any information supplied to the City will
be provided solely for the purpose of enabling the City to comply with this requirement.
(h) Nondiscriminatory Hiring Policy With respect to operations within the City, the
Developer will comply with the City's nondiscriminatory hiring policy adopted pursuant to Ohio
Revised Code Section 5709.832. In furtherance of that policy, the Developer agrees not to deny
any individual employment located upon any of its Parcels solely on the basis of race, religion,
sex, disability, color, national origin, or ancestry.
5. Representations and Warranties of the City The City represents and warrants as of the
date of delivery of this Agreement that:
(a) It is a municipal corporation and political subdivision duly organized and validly
existing under the Constitution and laws of the State of Ohio and its Charter.
7
(b) It will have duly accomplished all conditions necessary to be accomplished by it
prior to the execution and delivery of this Agreement and to constitute this Agreement as a valid
and binding obligation of the City enforceable in accordance with its terms.
(c) It is not in violation of or in conflict with any provision of the laws of the State of
Ohio that would impair its ability to observe and perform its covenants, agreements and
obligations under this Agreement.
(d) It has and will have full power and authority to (i) execute, deliver, observe and
perform this Agreement and all other instruments and documents executed and delivered by the
City in connection herewith and (ii) enter into, observe and perform the transactions
contemplated in this Agreement and those other instruments and documents.
(e) It has or will have duly authorized the execution, delivery, observance and
performance of this Agreement.
6. Representations and Warranties of the Developer and Tuller Henderson. Each of
the Developer and Tuller Henderson represents and warrants as of the date of delivery of this
Agreement that:
(a) It (i) is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Ohio and (ii) has all requisite power and authority and all
necessary licenses and permits to own and operate the Property and the Project, or the TH
Property, as applicable, and to carry on its business as now being conducted and as presently
proposed to be conducted.
(b) It has the authority and power to execute and deliver this Agreement, perform its
obligations hereunder and with respect to the Developer only, construct it -, ef fi en of the
Project;
(c) Its execution and delivery of this Agreement and its compliance with all of the
provisions hereof (i) will not conflict with or result in any breach of any of the provisions of, or
constitute a default under, any agreement, its articles of incorporation, organization, code of
regulations, operating agreement or other formative document, or other instrument to which it is
a party or by which it may be bound, or any license, judgment, decree, law, statute, order, rule or
regulation of any court or governmental agency or body having jurisdiction over it or any of its
activities or properties, and (ii) have been duly authorized by all necessary action on its part.
(d) There are no actions, suits, proceedings, inquiries or investigations pending, or to
its knowledge threatened, against or affecting it in any court or before any governmental
authority or arbitration board or tribunal that challenges the validity or enforceability of, or seeks
to enjoin performance of, this Agreement or the construction of the Project, or if successful
would materially impair its ability to perform its obligations under this Agreement or to construct
the Project.
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(e) It is in compliance with State of Ohio campaign financing laws contained in Ohio
Revised Code Chapter 3517.
(f) No event has occurred and no condition exists with respect to DevelepeFit that
would constitute a default under this Agreement or that, with the lapse of time or with the giving
of notice or both, would constitute a default under this Agreement.
7. Events of Default and Remedies
(a) Events of Default Any one or more of the following constitutes an " Event of
Default under this Agreement:
i. The Developer or Tuller Henderson fails to perform or observe any material
obligation punctually and as due under this Agreement, provided that if a
Force Majeure event causes the failure, the Developer or Tuller Henderson
may receive an additional period of time as is reasonably necessary to perform
or observe the material obligation in light of the event if the Developeri
notifies the City of the potential event and the extent of the delay promptly
after becoming aware of the event;
ii. The Developer fails to pay any Service Payment or Minimum Service
Payment when due;
iii. The Developer fails to complete the Project by Deeemher- 31 -April 30,
2015 and in accordance with the terms of the Final Development Plan;
iv. The Developer or Tuller Henderson makes a representation or warranty in this
Agreement that is materially false or misleading at the time it is made.
V. The Developer or Tuller Henderson files a petition for the appointment of a
receiver or a trustee with respect to it or any of its property;
vi. The Developer or Tu Hende rson_ makes a general assignment for the
benefit of creditors;
vii. A court enters an order for relief pursuant to any Chapter of Title 11 of the
U.S. Code, as the same may be amended from time to time, with the
Developer or Tuller Henderson as debtor; or
viii. The Developer or Tuller Henderson files an insolvency proceeding with
respect to itself or any proceeding with respect to itself for compromise,
adjustment or other relief under the laws of any country or state relating to the
relief of debtors.
As used in this Section, " Force Majeure means any event that is not within the control of
the Developer Tuller Henderson or its employees, contractors, subcontractors and material
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suppliers, including the following: acts of God; acts of public enemies; orders or restraints of any
kind of the government of the United States or of the State or any of their departments, agencies,
political subdivisions or officials, or any civil or military authority; insurrections; nuclear
accidents; fires; restraint of government and people; explosions; and partial or entire failure of
utilities.
(b) General Right to Cure Except with regard to the Developer's obligation to make
Service Payments and Minimum Service Payments under Section 4 of this Agreement, in the
event of any default in or breach of this Agreement, or any of its terms or conditions, by any
party hereto, the Developer or Tuller Henderson will, upon written notice from the City, proceed,
as soon as reasonably possible, to cure or remedy such default or breach, and, in any event,
within 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 30 -day period, then in such event the Developer
or Tuller Henderson will upon written notice from the City commence its actions to cure or
remedy said breach within said 30 -day period, and proceed diligently thereafter to cure or
remedy said breach.
(c) Remedies If Developer fails to make Service Payments or Minimum Service
Payments under Section 4 of this Agreement or the Developer or Tuller Henderson fails to cure
any other Event of Default pursuant to Subsection 8(b), the City may institute such proceedings
as may be necessary or desirable in its opinion to cure and remedy such default or breach. Such
remedies include, but are not limited to: (i) terminating the City's obligations under this
Agreement, (ii) instituting proceedings to compel specific performance by the Developer or
Tuller Henderson and (iii) any other rights and remedies available at law, in equity or otherwise
to collect all amounts then becoming due or to enforce the performance of any obligation under
this Agreement.
(d) Costs of Enforcement If an action is brought by the City for the enforcement of
any provision of this Agreement, the Developer or Tuller Henderson, as applicable
will pay to the City all costs and other expenses that become payable as a result thereof,
including without limitation, reasonable attorneys' fees and expenses.
8. Notices All notices or other correspondence relating to this Agreement must be in
writing (including e-mail or facsimile) and must be delivered or sent guaranteed overnight
delivery, by facsimile or e-mail (to be followed by personal or overnight guaranteed delivery, of
requested) or by postage prepaid registered or certified mail, return receipt requested, and will be
deemed to be given for purposes of this Agreement on the date such writing is received by the
intended recipient. Unless otherwise specified in a notice sent in accordance with this section,
all communications in writing must be given to the parties at the following addresses:
(a) As to the City:
City of Dublin, Ohio
Attn: City Manager
5200 Emerald Parkway
Dublin, Ohio 43017
10
(b) As to the Developer and Tuller Henderson
Vrable Land Holdings Dublin LLC /Tuller Henderson LLC
3248 W. Henderson Road
Columbus, Ohio 43220
Attn:
and
Jim Muckle
Jim Muckle, General Counsel
Vrable Land Holdings Dublin LLC /Tuller Henderson L_LC
3248 W. Henderson Road
Columbus, OH 43220
9. Successors; Assignment; Amendments, Changes and Modifications This Agreement is
binding upon the Developer Tuller Henderson and itstheir res ective successors in interest and
the City and its successors in interest. This Agreement may not be assigned by the Developer,
Tuller Henderson or the City without the consent of the other; provided, however, that nothing in
this Agreement prevents the Developer from transferring ownership of all or a portion of the
Property or Tuller Henderson from transferring ownership of all or a portion of the TH Proerty
to another person or entity so long as the Declaration is then in effect with respect to the Property
or TH Property transferred. This Agreement may only be amended by written instrument
executed by b each of the City,_ Tuller Henderson and the Developer.
10. Extent of Covenants; No Personal Liability. All covenants, stipulations, obligations and
agreements of the parties contained in this Agreement are effective and enforceable to the extent
authorized and permitted by applicable law; provided, however, that the City's financial
obligations under this Agreement are not a debt or general obligation of the City and are subject
to the City Council's appropriation of the funds necessary therefor. No such covenant,
stipulation, obligation or agreement will be deemed a covenant, stipulation, obligation or
agreement of any present or future member, officer, agent, or employee of any of the parties
hereto in their individual capacity.
11. Severability If any provision of this Agreement is held to be illegal, invalid or
unenforceable, said provision will be fully severable. This Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never formed a part of this
Agreement and the remaining provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal, invalid or unenforceable provision or by its severance
from this Agreement.
12. Separate Counterparts This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered will be an original, but all such
counterparts will together constitute one and the same instrument.
II
13. Entire Agreement This Agreement constitutes the entire agreement between the parties
with respect to the matters covered herein and supersedes prior agreements and understandings
between the parties on this subject matter.
14. Governing Law This Agreement will be governed by and construed in accordance with
the laws of the State of Ohio.
[Signature lines found on next pages.]
12
IN WITNESS WHEREOF, the City Tu ller Henders and the Developer have caused
this Development and Tax Increment Financing Agreement to be executed in their respective
names by their duly authorized officers as of the last date set forth below.
Approved as to Form:
0
Printed: Stephen J. Smith
Title: Law Director
Date:
CITY OF DUBLIN, OHIO
LM
Printed: Marsha Grigsby
Title: City Manager
Date:
13
FISCAL OFFICER'S CERTIFICATE
The undersigned, Deputy City Manager and Director of Finance of the City under the
foregoing Agreement, certifies hereby that the moneys required to meet the obligations of the
City under the foregoing Agreement during Fiscal Year 2013 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: , 2013
Angel L. Mumma
Deputy City Manager/Director of Finance
City of Dublin, Ohio
VRABLE HOLDING DUBLIN LLC
Title:
TULLER HENDERSON LLC
Printed:
Title:
D ate:
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Exhibit C
FORM OF DECLARATION
TAX INCREMENT FINANCING DECLARATION OF COVENANTS
This TAX INCREMENT FINANCING DECLARATION OF COVENANTS (this
" Declaration ") is made '".�by Vrable Land Holding Dublin LLC, an Ohio limited liability
company having its address at 3248 W. Henderson Road, Columbus, Ohio 432207 .
( " Declarant s "} and Tuller Ienderson LLCM "Tuller Henderson'' an Ohio _limited liability
com an having its address at 3248 W. Henderson Road Columbus Ohio 43220.
WITNESSETH:
WHEREAS, the Declarant has acquired certain parcels of real property located in the City
of Dublin, Ohio (the "CLt_V'), a description of which real property is attached hereto as Exhibit A
(with each parcel as now or hereafter configured, a " Parcel "), having acquired such fee simple
title by instruments No.201304180064407 and 201304180064406 recorded in the Office of the
Recorder of Franklin County, Ohio (the " County Recorder "); and
WHEREAS, the City, by its Ordinance No. [ passed [ ] (the
" Ordinance "), has declared that one hundred percent (100 %) of the increase in the assessed value of
each Parcel subsequent to the effective date of the Ordinance (such increase hereinafter referred to
as the " Improvement " as further defined in Ohio Revised Code Section 5709.40 and the Ordinance)
is a public purpose and is exempt from taxation (such exemption referred to herein as the "TIF
Exemption ") for a period commencing with the first tax year that begins after the effective date of
the Ordinance and in which an Improvement first appears on the tax list and duplicate of real and
public utility property for such Parcel and ending on the earlier of (a) thirty (30) years after such
commencement or (b) the date on which the City can no longer require service payments in lieu of
taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40, 5709.42
and 5709.43 (collectively, the " TIF Statutes ") and the Ordinance; and
WHEREAS, the TIF Ordinance provides that the owner of the Parcel make service
payments in lieu of taxes with respect to any Improvement on that Parcel (the " Service Payments "),
all pursuant to and in accordance with the TIF Statutes and the Ordinance; and
WHEREAS, the Declarant, Tuller Henders and the City entered into a Development and
Tax Increment Financing Agreement dated as of , 2013 (the " Agreement "); and
WHEREAS, the Agreement creates an obligation that the owner of the Parcel make
minimum service payments with respect to that Parcel (the " Minimum Service Payments "); and
WHEREAS Tuller Henderson owns various prop erties. City Developer, and Tuller
Henderson agree that this Declaration only refers to anproximatel 4 56 acres of real property
g enerally located to the east of Riverside Drive to the west of Moopey Street and to the south of
and adjacent to Tuller Road within the municipal boundaries of the City
C -1
, a description_ of which real property is
attached hereto as Exhibit B (the "TH Property "), having agguired such fee simple title by
instruments No. and recorded in the Office of the Count y Recorder
and -and excludes all other holdings or assets of Tuller Henderson, LLC; and
WHEREAS, this Declaration is being made and filed of record pursuant to Section 2�c�
and Section 4 of that Agreement; and
WHEREAS, Tuller Henderson is joining this Declaration for the limited purpose of
ensuring that its covenants contain_ ed in Section Ac)-of the AJgeement are covenants that run
with the land; and
NOW, THEREFORE, each of the Declarant and Tuller Henderson for itself and its
successors and assigns to or of the Parcel or the TH Property, respectively hereby declares that the
foregoing recitals are incorporated into this Declaration by this reference and that the Parcel or the
TH Property it owns and any improvements thereon will be held, developed, encumbered, leased,
occupied, improved, built upon, used and conveyed subject to the terms and provisions of this
Declaration:
Section 1. Service Payments The Declarant agrees to make Service Payments for
the Parcel it owns attributable to its period of ownership of that Parcel, all pursuant to and in
accordance with the requirements of the TIF Statutes, the Ordinance, the Agreement and any
subsequent amendments or supplements thereto.
Service Payments for the Parcel will be made semiannually to the Treasurer of Franklin
County, Ohio (or to such county 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 that Parcel. 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 for the Parcel will be made in accordance with the requirements of the
TIF Statutes and the Ordinance and will be in the same amount as the real property taxes that
would have been charged and payable against the Improvement to that Parcel (after credit for any
other payments received by the City under Ohio Revised Code Sections 319.302, 321.24, 323.152
and 323.156, or any successor provisions thereto, as the same may be amended from time to time
(the " Property Tax Rollback Payments ")) had the TIF Exemption not been granted, including any
penalties and interest. A Declarant will not, under any circumstances, be required for any tax year
to pay both real property taxes and Service Payments with respect to the Improvement to a Parcel
pursuant to this Declaration.
In addition to the obligation to make Service Payments, Declarant agrees to a minimum
service payment obligation (the " Minimum Service Payment Obligation for the Parcel it owns,
all pursuant to and in accordance with the requirements of the TIF Statutes, the Ordinance, the
Agreement and any subsequent amendments or supplements thereto. The Minimum Service
Payment Obligation constitutes a minimum service payment obligation under Ohio Revised
Code Section 5709.91. The total Minimum Service Payment Obligation due for all Parcels for
C -2
any calendar year is an amount equal to an afnetmt equal Wthe $14 million of market value for
the Parcel, multiplied by 35% and the then current applicable real property tax rates for
OteFaF&el Parcel less the amount the City is required to pay with respect to the Parcels to the
Dublin City School District and the Central Ohio Joint Vocational School District in that year
under the TIF Ordinance. The Minimum Service Payment Obligation is effective beginning
calendar year 2016. The Minimum Service Payment Obligation terminates at the end of the tax
year in which the Declarants have paid Service Payments (including any related Property Tax
Rollback Payments) and Minimum Service Payments (as defined below) with respect to the
Parcel in an amount equal to the lesser of (i) the cost of John Shields Parkway paid by the City
(including interest thereon at a rate of 2.5% per year), or (ii) 52,000,000.00, plus} in each
case, the amount the City is required to pay with respect to the Parcel to the Dublin City School
District and the Central Ohio Joint Vocational School District through that tax year under the
Ordinance. The Parcel's share of the Minimum Service Payment Obligation in any calendar year
will be equal to that Parcel's assessed value divided by the assessed value of all Parcels, each as
recorded on the tax list and duplicate of Franklin County for the preceding calendar year. If the
Service Payments and Property Tax Rollback Payments payable to the City on a Parcel in any
calendar year, less the amount the City is required to pay with respect to that Parcel to the Dublin
City School District and the Central Ohio Joint Vocational School District in that year under the
TIF Ordinance, are less than the Minimum Service Payment Obligation for that Parcel for that
calendar year, the City will prepare and send an invoice for the amount by which the Minimum
Service Payment Obligation for that Parcel exceeds those Service Payments and Property Tax
Rollback Payments (such difference, the " Minimum Service Payments ") to the Declarant for that
Parcel at its registered address for tax bills. The Declarant must pay the Minimum Service
Payments invoiced to the City pursuant to payment instructions set forth in the invoice in
immediately available funds within 30 days of its delivery. The City may assess a 10%
administrative fee and interest accruing at an annual rate of 10% on any Minimum Service
Payments not paid within 35 days of the delivery of the invoice. The City may certify delinquent
Minimum Service Payments, fees and interest to the Franklin County Auditor for collection on
real property tax bills. Any late payments of amount so certified 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. In the event
that the Parcel is subject to an action that would foreclosure the lien created by this Declaration
(such as a property tax foreclosure action), the City may declare immediately due and payable all
Minimum Service Payments projected to be due in the then current year or any future year based
on the then current value of the Parcel (as determined by the Franklin County Auditor) and then
current real property tax rates applicable to the Parcel.
Section 2. Exemption Applications The Declarant further agrees to cooperate in the
preparation, execution and filing of all necessary applications to obtain from time to time the TIF
Exemption and to enable the City to collect Service Payments with respect to each Parcel it
owns. The Declarant authorizes the City to file any applications necessary to obtain from time to
time the TIF Exemption for each Parcel it owns.
Section 3. Provision of Information The Declarant 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
C -3
annually during the term of the Agreement the compliance of each Declarant with the terms of
the Agreement.
The Declarant further agrees to cooperate in all reasonable ways with, and provide
necessary and reasonable information to the City to enable the City to submit the status report
required by Ohio Revised Code Section 5709.40(I) to the Director of the Ohio Development
Services Agency on or before March 31 of each year.
Section 4. Nondiscriminatory Hiring Policy The Declarant agrees to comply with
the City's policies adopted pursuant to Ohio Revised Code Section 5709.832 to ensure that
recipients of tax exemptions practice nondiscriminatory hiring in its operations. In furtherance
of that policy, each Declarant agrees that it will not deny any individual employment solely on
the basis of race, religion, sex, disability, color, national origin or ancestry.
Section 5. Mooney Street. The Declarant and Tuller Henderson agree to fulfill all of
their obligations set forth in Section 2(c) of the Agreement, which are hereby included in this
Declaration by this reference as if fully set forth herein.
Section 6. Covenants to Run With the Land The Declarant agrees Tuller
Henderson agree that the of its covenants contained in this Declaration shall be covenants
running with the land and that they shall, in any event and without regard to technical classification
or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity, for
the benefit and in favor of, and enforceable by, the City against each Parcel or TH Property, as
applicable any improvements thereon and the owner of the Parcel or TH Property, as applicable
without regard to whether the City has at any time been, remains or is an owner of any land or
interest therein to, or in favor of, which these covenants relate. The City has the right in the event of
any breach of any covenant herein contained to exercise all of the rights and remedies and to
maintain all actions or suits at law or in equity or in other proper proceedings to which it may be
entitled to cure that breach.
The Declarant an Tuller H further agrees that all covenants herein, whether
or not these covenants are included by any owner of a Parcel or TH Property in any deed to that
owner's successors and assigns, shall be binding upon each subsequent owner and shall be
enforceable the City, and that any future owner of that Parcel or TH Property, or any successors or
assigns of a Declarant or Tuller Henderson, shall be treated as a Declarant or Tuller Henderson,
reectivetti,, with respect to that Parcel or TH Property, as applicable, for all purposes of this
Declaration.
The Declarant further agrees that t-heits covenants herein will remain in effect so long as
the Service Payments can be collected pursuant to the TIF Statutes and the Ordinance unless
otherwise modified or released in writing by the City in a written instrument filed in the Official
Records of the County Recorder.
Tuller Henderson a ees that all of its covenants herein remain in effect until such time as
the covenants set forth in Section 2(,c) of the Agreement have been satisfied.
C4
The Declarant and Tallef Hendefsawfin agFeesagrees that the covenants herein have
priority over any other lien or encumbrance on any Parcel of it owns and any
improvements thereon, except for such title exceptions as are approved in writing by the City,
and the Declarant er Tinley Henderso will, , cause any and all holders of
mortgages or other liens existing on each Parcel °p TH nr , it owns as of the time of
recording of this Declaration to subordinate such mortgage or lien to those covenants running
with the land. The Declarant acknowledges that the provisions of Ohio Revised Code Section
5709.91, which specify that the Service Payments and the Minimum 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 and Minimum Service Payments applies to the Parcels and any improvements thereon.
At the City's option and at its request, the Declarant and T-.. "s.. HeadeF°^" _ hereby
agr�ees to provide such title evidence with respect to the Parcel ---. TU Bapery owns, at
no cost to the City, as is necessary to demonstrate to the City's satisfaction that the covenants
running with the land provided in this Declaration are prior and superior to any other liens,
encumbrances or other title exceptions, except for those which are approved in writing by the
City.
C -5
IN WITNESS WHEREOF, eaehthe Declarant has Tuller Henderson have caused this
Declaration to be executed and effective as of .2013.
VRABLE LAND HOLDING DUBLIN LLC
C
Printed:
Title:
STATE OF OHIO )
) ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 2013,
by of Vrable Land Holding Dublin LLC, an Ohio
limited liability company, on behalf of said company.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
Notary Public
TULLER HENDERSON LLC
Ti
STATE OF OHIO 1
C -6
COUNTY OF _ )
The foregoing instrument was acknowledged before me this day of 0 2013,
by of Tuller Henderson LLC, an Ohio limited liability
comp@.EL on behalf of said company.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
Notary Public
This instrument is prepared by: Greg Daniels
Squire Sanders (US) LLP
41 S. High Street, Suite 2000
Columbus, Ohio 43215
rINA
11
city of Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager --
Date: May 16, 2013
Memo
Initiated By: Dana L. McDaniel, Deputy City Manager /Director of Economic Development
Angel L. Mumma, Deputy City Manager /Director of Finance
Re: Ordinance 39 -13 — Development and Tax Increment Finance Agreement
with Vrable Land Holding Dublin LLC
Background
Ordinance 39 -13 authorizes the City Manager to enter into the attached Development and Tax
Increment Finance Agreement ("Agreement) with Vrable Land Holding Dublin, LLC. and its
successors and assigns ("Developer'D. The redlined version of this Agreement is attached
highlighting proposed changes. The following summarizes key changes being proposed in the
Agreement:
2. (b). John Shields Parkway, Phase II. Language has been added to the end of this
section allowing the developer to install an access drive between John Shields Parkway,
Phase I and Riverside Drive, prior to December 31, 2018. The cost for installation and
removal of this access drive will be the responsibility of the Developer.
2. (c). Mooney Street, Phase I. iii. Language has been added to recognize that the
Developer may transfer the land between Mooney Street, Phase I and existing Riverside
Drive. Therefore, this language acknowledges that the obligation to construct Mooney
Street, Phase I, will carry with the land. Additionally, the Developer acknowledges that this
same property, if developed, must develop in accordance with the Bridge Street District
Code. Several references to the land holder of the property between Mooney Street and
existing Riverside Drive, Tuller Henderson, LLC, have been added throughout the
Agreement.
Recommendation
Staff recommends Council approval of Ordinance No. 39 -13 at the second reading /public hearing
on May 20, 2013.
Draft of May 114, 2013
DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT
THIS DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT (the
" Agreement ") is made and entered into as of the last date of signature below (the " Effective
Date ") by and among the CITY OF DUBLIN, OHIO (the "Cit % a charter municipal
corporation organized and existing under the constitution and the laws of the State of Ohio and
its Charter, VRABLE LAND HOLDING DUBLIN LLC ( "Wah! e Developer "), an Ohio limited
liability company having its address at 3248 W. Henderson Road, Columbus, Ohio 43220
`. s , " . , TULLER
HENDERSON LLC ( "Tuller Henderson "),, an Ohio limited liability company having . its address
at 3248 W. Henderson Road. Columbus Ohio 4 3220.
WITNESSETH:
WHEREAS, the Developer owns approximately 6.34 acres of real property generally
located to the east of Riverside Drive, to the west of Tuller Ridge Drive, and to the south of and
adjacent to Tuller Road within the municipal boundaries of the City, as depicted in Exhibit A
(the " Propert y ," with each current or future tax parcel of the Property referred to herein as a
" Parcel ," and together, with all such tax parcels, the " Parcels "); and
WHEREAS, Tuller Henderson owns a pvroximatel acres of real - propeqy property general]
located to the east of Riverside Drive, to the west of Mooney Street. and to the south of and
adjacent to Tuller Road within the municipal boundaries of the City, as depicted in Exhibit A
(the "TH Property"), and
WHEREAS, the Developer intends to develop the Property with skilled nursing facility
uses, assisted living uses, and office uses (collectively, the " Project ") in accordance with the
zoning and preliminary development plan approval from the City by Ordinance 06 -12 (the
" Preliminary Development Plan "), as modified by a final development plan as submitted to and
approved by The Planning and Zoning Commission on February 21, 2013 (the " Final
Development Plan "); and
WHEREAS, the City, Tuller Henderson and the Developer desire to facilitate the
construction of new public streets and water line improvements to be constructed on the southern
and western perimeter of the Property and a d:.,, en; re g- pi southern and eastern
perimeter of the TH Pr opery (as further described in Section 2, the " Public Improvements and
WHEREAS, the City contemplates adopting an ordinance (such ordinance, if and when
adopted, the " TIF Ordinance ") declaring that 100% of the increase in the assessed value of the
Property subsequent to the effective date of the TIF Ordinance (the " Improvement ", and an
"Improvement" as defined in Ohio Revised Code Section 5709.40) is to be a public purpose and
exempt from taxation in accordance with the requirements of Ohio Revised Code Sections
5709.40, 5709.42 and 5709.43 (collectively, the " TIF Statutes "); and
WHEREAS, the TIF Ordinance is expected to provide that the owner(s) of the Property
make service payments in lieu of taxes with respect to any Improvement on the Property (the
" Service Payments "), all pursuant to and in accordance with the TIF Statutes; and
WHEREAS, to support the construction of the Public Improvements, the Developer has
agreed to make minimum service payments with respect to the Property (the " Minimum Service
Payments ") to supplement the Service Payments as necessary;
WHEREAS, the City and the Developer desire to enter into this Agreement to provide for
the collection of the Service Payments and the Minimum Service Payments to enable the
financing, construction, installation and maintenance of the Public Improvements as
contemplated herein, and to memorialize their mutual understandings with regard to the manner
in which the Project initially will be developed; and
WHEREAS Tuller Henderson desires to join this A =reeinent and the Developer and the
City desire that Tuller Henderson joins this Agreement, to further secure the financing,
.construction, -installation and maintenance of the Public Improvements_ as contemplated herein
particularly the construction of Mooney Street as further described in Section 2(c)
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the parties hereto agree to the foregoing and as follows:
1. Proposed Project The City by Ordinance -1_ has approved the rezoning of the
Property which permits its development in substantial conformance with the Preliminary
Development Plan. The Developer will be solely responsible for the costs of the Project,
including, without limitation, all private infrastructure improvements servicing the Project
required by City Code or necessary to adequately serve the Property, such as the removal,
installation, construction, and maintenance of all private stormwater improvements and detention
facilities. Development of the Project will occur in substantial conformance with the Final
Development Plan, as that plan may be amended from time to time. The Developer will
substantially complete development of the Project by December 31, 2014. Developer warrants
that the actual total construction value of the private improvements for the Project will not be
less than $14 million.
2. Public Improvements The City and the Developer hereby agree that the following
infrastructure improvements benefit and serve the Property and other real property in the vicinity
of the Property, and will be implemented as provided below:
(a) John Shields Parkway, Phase I . The first phase of a new public street (as depicted
in Exhibit B, " John Shields Parkway will extend from Tuller Ridge Road on the east to a point
along the eastern edge of the planned Mooney Street (described below). The City will design
and construct the first phase of John Shields Parkway at its sole expense. The first phase will be
constructed in accordance with the Bridge Street District Code, the associated transportation and
utilities plan, and the Final Development Plan for the Project. The City will use commercially
reasonable efforts to complete John Shields Parkway by the time the Developers receive a
certificate of occupancy for the Project.
(b) John Shields Parkway, Phase II . The second phase of John Shields Parkway (as
depicted in Exhibit B) will extend from the terminus of the first phase on the east to Riverside
2
Drive, as it currently exists or may be realigned, on the west. The City will design and construct
the second phase of John Shields Parkway at its sole expense, and will use commercially
reasonable efforts to complete construction in tandem with the re- location of Riverside Drive but
no later than December 31, 2018. The exact design and placement of the second phase will be at
the sole discretion of the City. If the City does not complete the second phase by December 31,
2018, or abandons the second phase, then the City and the Developer, at the Developer's request,
will negotiate in good faith to provide any necessary access to Riverside Drive. Should the
Developer desire access from John S hields_ Parkway, Phase I to Riverside_Drive _prior to
December 31, 2018, the Developer may install an access drive at Developer's own expense. All
designs for this access drive must be approved by the City Engineer prior to installation. The
Developer must remove this access drive, at Developer's expense, prior to the commencement of
John Shields Parkway, Phase II construction.
(c) Mooney Street, Phase I . The first phase of a new public street (as depicted in
Exhibit B, " Mooney Street ") will extend from Tuller Road on the north to John Shields Parkway
on the south. Construction for Mooney Street will be as follows:
i. Construction
The
Developer and Tuller Henderson will design and const Mooney Street at
their sole expense contemporaneously with the development_ of the TH
Property. The Developer and Tuller Henderson must submit plans for
Mooney Street contemporaneously with the submission of plans for the
development of the TH Property. Plans and specifications for Mooney Street
are subject to the reason_ able review and approval of the City. Unless waived
by the City, the design and construction of Mooney Street must be in
accordance with the Bridge Street District Code the associated trans ortation
and utilities plan and the approved Final. Development Plan for the Project.
Developer and Tuller Henderson each reserve the right to file a waiver with
the City for the construction of Mooney Street. The City will consider, amon
other relevant factors the devaluation of the TH Property when making its
determination regarding the grant of the waiver. The construction of Mooney
Street _does not obligate the Developer or Tuller Henderson to construct and
improvements to John Shields Parkway or Tuller Road.
ii. Waterline The Developer and Tu ller _Henderson will design and construct a
water line in conjunction with the design and construction of Mooney Street at
sole expense, in accordance with the Bridge Street District Code, the
associated transportation and utilities plan, and the Final Development Plan
for the Project and for the development of the pr-opeoy between Mooney
Street afi t he ° St i fig n:„a..Side _ TH P roperty , each as approved by City
Council. Plans and specifications for the water line are subject to the review
and approval of the City in its sole discretion and the City reserves the right to
modify the design of the water line. The Developer will
submit plans for the water line upon request of the City and complete
construction of the water line by a date reasonably determined by the City to
3
be in conjunction with the development of the
St ,, d th Ri s id e r,,.: EW yTH Property
M. Transfer. The City understands that Tuller Henderson may convey the TH
Property in the future. If Tuller Henderson transfers this propertv, the City
and Tuller Henderson agree that all of the oblations set forth in this Section
2 (c) will become the obligations of the future transferee. It is intended that
the obligations set forth in this Section 2(c) will be included in the declaration
of covenants set forth in Exhibit C and construed as covenants which run
with the land and will be binding upon and inure to the benefit of the
respective heirs, personal representatives — successors, transferees and assf�ns
of the parties hereto. Tuller Henderson further agrees that no deed restrictions
will be placed in the transfer documents that are inconsistent with the Bride
Street Code and that all future construction will be in accordance with the
Bridge Street Code.
(d) Nothing in this Agreement makes the Developer responsible for the installation
and/or removal of sanitary, storm sewer and/or water facilities located or to be located within
John Shields Parkway and/or relocated Riverside Drive.
3. Coordination between the City and the Developer The City and the Developer agree to
closely coordinate their respective design and construction efforts relative to the grades between
the Public Improvements adjoining the Property. Each party will bear its own costs associated
with this effort.
4. Tax Increment Financing Area
(a) General The Developer will reasonably cooperate with the City in the creation of
a tax increment financing area including the Property.
(b) Covenant to Make Payments in Lieu of Taxes The Developer, on behalf of itself
and any subsequent owner of each Parcel (an owner of a Parcel, during its respective period of
ownership, is referred to herein as an " Owner ," and all such owners are referred to collectively as
the " Owners "), hereby covenant to make Service Payments attributable to their respective period
of ownership of that Parcel, all pursuant to and in accordance with the requirements of the TIF
Statutes, and any subsequent amendments or supplements thereto, the TIF Ordinance and this
Agreement.
Service Payments will be made semiannually to the County Treasurer of Franklin
County, Ohio (or to such Treasurer's designated agent for collection of the Service Payments) on
or before the final dates for payment of real property taxes for the Parcel. 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.
4
Service Payments will be made in accordance with the requirements of the TIF Statutes
and the TIF Ordinance and, for each Parcel, will be in the same amount as the real property taxes
that would have been charged and payable against the Improvement to the Parcel (after credit for
any other payments received by the City under Ohio Revised Code Sections 319.302, 321.24,
323.152 and 323.156, or any successor provisions thereto, as the same may be amended from
time to time, and are referred to herein as the "Property Tax Rollback Payments ") if it were not
exempt from taxation pursuant to the TIF Ordinance, including any penalties and interest. No
Owner will, under any circumstances, be required for any tax year to pay both real property taxes
and Service Payments with respect to any portion of the Improvement to a Parcel pursuant to this
Agreement. Nothing contained herein limits or impairs an Owner's right or ability, under
applicable law, to challenge or contest the assessed value of a Parcel.
(c) Minimum Service Payments The Property is subject to a minimum service
payment obligation (the " Minimum Service Payment Obli ation "), which constitutes a minimum
service payment obligation under Ohio Revised Code Section 5709.91 and which for each
calendar year will be an amount equal to the $14 million of market value for the Property,
multiplied by 35% and the then current applicable real property tax rates for the Property, less
the amount the City is required to pay with respect to the Property to the Dublin City School
District and the Central Ohio Joint Vocational School District in that year under the TIF
Ordinance. The Minimum Service Payment Obligation is effective beginning calendar year
2016. The Minimum Service Payment Obligation terminates at the end of the tax year in which
the Owners of the Property have paid Service Payments (including any related Property Tax
Rollback Payments) and Minimum Service Payments (as defined below) with respect to the
Property in an amount equal to the lesser of . (i) the cost of John Shields Parkway paid by the
City (including interest thereon at a rate of 2.5% per year), plo (ii4or (ii) $2,000,000.00, plus, in
each case, the amount the City is required to pay with respect to the Property to the Dublin City
School District and the Central Ohio Joint Vocational School District through that tax year under
the TIF Ordinance. The Minimum Service Payment Obligation will be divided among the
Parcels in accordance with the relative value from time to time of each Parcel as recorded on the
tax list and duplicate of the Franklin County Auditor. If the Service Payments and Property Tax
Rollback Payments payable to the City on a Parcel in any calendar year, less the amount the City
is required to pay with respect to that Parcel to the Dublin City School District and the Central
Ohio Joint Vocational School District in that year under the TIF Ordinance, are less than the
Minimum Service Payment Obligation for that Parcel for that calendar year, the City will prepare
and send an invoice for the amount by which the Minimum Service Payment Obligation for that
Parcel exceeds those Service Payments and Property Tax Rollback Payments (such difference,
the " Minimum Service Payments ") to the Owner of the Parcel at its registered address for tax
bills. The Owner must pay the Minimum Service Payments invoiced to the City pursuant to
payment instructions set forth in the invoice in immediately available funds within 30 days of its
delivery. The City may assess a 10% administrative fee and interest accruing at an annual rate of
10% on any Minimum Service Payments not paid within 35 days of the delivery of the invoice.
The City may certify delinquent Minimum Service Payments, fees and interest to the Franklin
County Auditor for collection on real property tax bills. Any late payments of amounts so
certified 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.
(d) Declaration of Covenants; Priority of Lien It is intended and agreed, and it will
be so provided by the Developer in a declaration relating to the Property (the " Declaration ")
recorded by the Developer within 30 days following the date of this Agreement and substantially
in the form attached hereto as Exhibit C, that the covenants provided in this Section
respect to the TH Property, the covenants set forth in Section 2(c) 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 the City against any Owner with respect to that Owner's period of
ownership of a Parcel or the owner of the TH Property-._ as applicable, whether or not this
Agreement remains in effect or whether or not such provision is included by an Owner
o the TH Property in any deed to such Owner's or 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 Statutes and the TIF
Ordinance.- or, with respect to the TH Property, until satisfaction of the obligations of the
Developer and Tuller Henderson set forth in Section 2(c).
Such covenants running with the land will have priority over any other lien or
encumbrance on the Property th TH P and any improvements thereon, except for such
title exceptions as are approved in writing by the City, and the Developer and Tuller H enderson
will, s ; cause any and all holders of mortgages or other liens existing on
the Property or the TH Property as of the time of recording of the Declaration to subordinate
such mortgage or lien to those covenants running with the land. The Developer acknowledges
that the provisions of Ohio Revised Code Section 5709.91, which specify that the Service
Payments and the Minimum 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 and Minimum Service
Payments, will apply to this Agreement and to the Property and any improvements thereon.
At the City's option and within 30 days of its request, the Developer and Tuller
hereby to provide such title evidence, at no cost to the City, as is
necessary to demonstrate to the City's satisfaction that the covenants running with the land
provided in the Declaration are prior and superior to any other liens, encumbrances or other title
exceptions, except for those which are approved in writing by the City.
Upon satisfaction of the Owner's obligations under this Agreement and termination of the
Owner's obligation to make the Service Payments and Minimum Service Payments, the City
will, upon the request of the Owner of a Parcel, execute an instrument in recordable form
evidencing such termination and releasing the covenants running with the land set forth in the
Declaration with respect to that Parcel. U pon satisfaction of the obligations set forth in Section
2(c), the Citv will u on the request of the owner of the TH Property, execute an instrument in
recordable form evidencing tenmination of the Declaration as to the TH Property and releasin
the covenants running with the land set forth in the Declaration with respect to the TH Pro ert
(e) Exemption Application The Developer agrees to prepare, execute and file of all
necessary applications and supporting documents to obtain from time to time the exemption
M
granted by the TIF Ordinance to enable the City to collect Service Payments with respect to the
Property. The City agrees to cooperate with the Developer in preparing and filing such
applications and supporting documents. The City and the Developer each agree to perform such
acts as are reasonably necessary or appropriate to effect, claim, reserve and maintain that
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 that exemption or the Service Payments.
(f) Estoppel Certificate Within 45 days after a request from an Owner of a Parcel
the own of the TH PropertN, the City will execute and deliver to that Owner. _owner or any
proposed purchaser, mortgagee or lessee of the Parcel or TH Proo a certificate stating that
with respect to the Parcel or TH Pro perty; a_ s applicable if the same is true: (i) that this
Agreement is in full force and effect; (ii) that the requesting Owner or owns is not in default
under any of the terms, covenants or conditions of this Agreement, or, if that Owner or owner is
in default, specifying same; and (iii) such other matters as that Owner or owner reasonably
requests.
(g) Information Reporting The Developer will cooperate in all reasonable ways
with, and provide necessary and reasonable information to, the designated Tax Increment
Review Council to enable that Tax Increment Review Council to review and determine annually
during the term of this Agreement the compliance of the Developer with the terms of this
Agreement. Any information supplied to such Tax Increment Review Council will be provided
solely for the purpose of monitoring the Developer's compliance with this Agreement.
The Developer further covenants to cooperate in all reasonable ways with, and provide
necessary and reasonable information to the City to enable the City to submit the status report
required by Ohio Revised Code Section 5709.40(I) to the Director of the Ohio Development
Services Agency on or before March 31 of each year. Any information supplied to the City will
be provided solely for the purpose of enabling the City to comply with this requirement.
(h) Nondiscriminatory Hiring Policy With respect to operations within the City, the
Developer will comply with the City's nondiscriminatory hiring policy adopted pursuant to Ohio
Revised Code Section 5709.832. In furtherance of that policy, the Developer agrees not to deny
any individual employment located upon any of its Parcels solely on the basis of race, religion,
sex, disability, color, national origin, or ancestry.
5. Representations and Warranties of the City The City represents and warrants as of the
date of delivery of this Agreement that:
(a) It is a municipal corporation and political subdivision duly organized and validly
existing under the Constitution and laws of the State of Ohio and its Charter.
(b) It will have duly accomplished all conditions necessary to be accomplished by it
prior to the execution and delivery of this Agreement and to constitute this Agreement as a valid
and binding obligation of the City enforceable in accordance with its terms.
(c) It is not in violation of or in conflict with any provision of the laws of the State of
Ohio that would impair its ability to observe and perform its covenants, agreements and
obligations under this Agreement.
(d) It has and will have full power and authority to (i) execute, deliver, observe and
perform this Agreement and all other instruments and documents executed and delivered by the
City in connection herewith and (ii) enter into, observe and perform the transactions
contemplated in this Agreement and those other instruments and documents.
(e) It has or will have duly authorized the execution, delivery, observance and
performance of this Agreement.
6. Representations and Warranties of the Developer 44e and Tuller Henderson. Each of
the Developer aiid Tuller Henderson represents and warrants as of the date of delivery of this
Agreement that:
(a) It (i) is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Ohio and (ii) has all requisite power and authority and all
necessary licenses and permits to own and operate the Property and the Project
Pro rte - as applicable,, and to carry on its business as now being conducted and as presently
proposed to be conducted.
(b) It has the authority and power to execute and deliver this Agreement, perform its
obligations hereunder and with resyect to the _Developer only, construct its p -the
Project;
(c) Its execution and delivery of this Agreement and its compliance with all of the
provisions hereof (i) will not conflict with or result in any breach of any of the provisions of, or
constitute a default under, any agreement, its articles of incorporation, organization, code of
regulations, operating agreement or other formative document, or other instrument to which it is
a party or by which it may be bound, or any license, judgment, decree, law, statute, order, rule or
regulation of any court or governmental agency or body having jurisdiction over it or any of its
activities or properties, and (ii) have been duly authorized by all necessary action on its part.
(d) There are no actions, suits, proceedings, inquiries or investigations pending, or to
its knowledge threatened, against or affecting it in any court or before any governmental
authority or arbitration board or tribunal that challenges the validity or enforceability of, or seeks
to enjoin performance of, this Agreement or the construction of the Project, or if successful
would materially impair its ability to perform its obligations under this Agreement or to construct
the Project.
(e) It is in compliance with State of Ohio campaign financing laws contained in Ohio
Revised Code Chapter 3517.
(f) No event has occurred and no condition exists with respect to wit that
would constitute a default under this Agreement or that, with the lapse of time or with the giving
of notice or both, would constitute a default under this Agreement.
7. Events of Default and Remedies
(a) Events of Default Any one or more of the following constitutes an " Event of
Default under this Agreement:
i. The Developer or Tuller H enderson fails to perform or observe any material
obligation punctually and as due under this Agreement, provided that if a
Force Majeure event causes the failure, the Developer or Tuller Henderson
may receive an additional period of time as is reasonably necessary to perform
or observe the material obligation in light of the event if Hie r` @°'limit
notifies the City of the potential event and the extent of the delay promptly
after becoming aware of the event;
ii. The Developer fails to pay any Service Payment or Minimum Service
Payment when due;
iii. The Developer fails to complete the Project by December 31, 2014, and in
accordance with the terms of the Final Development Plan;
iv. The Developer or Tuller Hende rson makes a representation or warranty in this
Agreement that is materially false or misleading at the time it is made.
V. The Developer or Tuller Henderson files a petition for the appointment of a
receiver or a trustee with respect to it or any of its property;
vi. The Developer or Tu ller Henders makes a general assignment for the
benefit of creditors;
vii. A court enters an order for relief pursuant to any Chapter of Title 11 of the
U.S. Code, as the same may be amended from time to time, with the
Developer or Tuller Henderson as debtor; or
viii. The Developer or Tuller Henderson files an insolvency proceeding with
respect to itself or any proceeding with respect to itself for compromise,
adjustment or other relief under the laws of any country or state relating to the
relief of debtors.
As used in this Section, " Force Majeure means any event that is not within the control of
the Developer or its employees, contractors, subcontractors and material
suppliers, including the following: acts of God; acts of public enemies; orders or restraints of any
kind of the government of the United States or of the State or any of their departments, agencies,
political subdivisions or officials, or any civil or military authority; insurrections; nuclear
91
accidents; fires; restraint of government and people; explosions; and partial or entire failure of
utilities.
(b) General Right to Cure Except with regard to the Developer's obligation to make
Service Payments and Minimum Service Payments under Section 4 of this Agreement, in the
event of any default in or breach of this Agreement, or any of its terms or conditions, by any
party hereto, the Developer or T uller Henderson will, upon written notice from the City, proceed,
as soon as reasonably possible, to cure or remedy such default or breach, and, in any event,
within 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 30 -day period, then in such event the Developer
or Tuller Henderso will upon written notice from the City commence its actions to cure or
remedy said breach within said 30 -day period, and proceed diligently thereafter to cure or
remedy said breach.
(c) Remedies If Developer fails to make Service Payments or Minimum Service
Payments under Section 4 of this Agreement or the Developer or Tu lle r Henderson fails to cure
any other Event of Default pursuant to Subsection 8(b), the City may institute such proceedings
as may be necessary or desirable in its opinion to cure and remedy such default or breach. Such
remedies include, but are not limited to: (i) terminating the City's obligations under this
Agreement, (ii) instituting proceedings to compel specific performance by the Developer
Tuller Henderson and (iii) any other rights and remedies available at law, in equity or otherwise
to collect all amounts then becoming due or to enforce the performance of any obligation under
this Agreement.
(d) Costs of Enforcement If an action is brought by the City for the enforcement of
any provision of this Agreement, the P°v ; or Tuller Henderson, as-applicable,
will pay to the City all costs and other expenses that become payable as a result thereof,
including without limitation, reasonable attorneys' fees and expenses.
8. Notices All notices or other correspondence relating to this Agreement must be in
writing (including e-mail or facsimile) and must be delivered or sent guaranteed overnight
delivery, by facsimile or e-mail (to be followed by personal or overnight guaranteed delivery, of
requested) or by postage prepaid registered or certified mail, return receipt requested, and will be
deemed to be given for purposes of this Agreement on the date such writing is received by the
intended recipient. Unless otherwise specified in a notice sent in accordance with this section,
all communications in writing must be given to the parties at the following addresses:
(a) As to the City:
City of Dublin, Ohio
Attn: City Manager
5200 Emerald Parkway
Dublin, Ohio 43017
10
(b) As to the Developer and Tuller Henderson
Vrable Land Holdings Dublin LLC / Tuller Henderson LLC
3248 W. Henderson Road
Columbus, Ohio 43220
Attn:
and
Jim Muckle, General Counsel
Vrable Land Holdings Dublin LLC =uller Hen derson LLC
3248 W. Henderson Road
Columbus, OH 43220
9. Successors; Assignment, Amendments, Changes and Modifications This Agreement is
binding upon the Developer Tuller Henderson and it& their respective successors in interest and
the City and its successors in interest. This Agreement may not be assigned by the Developer
Tuller Henderson or the City without the consent of the other; provided, however, that nothing in
this Agreement prevents the Developer from transferring ownership of all or a portion of the
Property,_ o r Tuller Hen derson_ from transferrinE ownership of all or a portion of the TH Property,
to another person or entity so long as the Declaration is then in effect with respect to the Property
or TH Property transferred. This Agreement may only be amended by written instrument
executed by beth of the City Tuller Henderson and the Developer.
10. Extent of Covenants; No Personal Liability. All covenants, stipulations, obligations and
agreements of the parties contained in this Agreement are effective and enforceable to the extent
authorized and permitted by applicable law; provided, however, that the City's financial
obligations under this Agreement are not a debt or general obligation of the City and are subject
to the City Council's appropriation of the funds necessary therefor. No such covenant,
stipulation, obligation or agreement will be deemed a covenant, stipulation, obligation or
agreement of any present or future member, officer, agent, or employee of any of the parties
hereto in their individual capacity.
11. Severability If any provision of this Agreement is held to be illegal, invalid or
unenforceable, said provision will be fully severable. This Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never formed a part of this
Agreement and the remaining provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal, invalid or unenforceable provision or by its severance
from this Agreement.
12. Separate Counterparts This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered will be an original, but all such
counterparts will together constitute one and the same instrument.
11
13. Entire Agreement This Agreement constitutes the entire agreement between the parties
with respect to the matters covered herein and supersedes prior agreements and understandings
between the parties on this subject matter.
14. Governing Law This Agreement will be governed by and construed in accordance with
the laws of the State of Ohio.
[Signature lines found on next pages.]
12
IN WITNESS WHEREOF, the City Tuller Henderso and the Developer have caused
this Development and Tax Increment Financing Agreement to be executed in their respective
names by their duly authorized officers as of the last date set forth below.
Approved as to Form:
CITY OF DUBLIN, OHIO
C
Printed: Marsha Grigsby
Title: City Manager
Date:
Printed: Stephen J. Smith
Title: Law Director
Date:
13
FISCAL OFFICER'S CERTIFICATE
The undersigned, Deputy City Manager and Director of Finance of the City under the
foregoing Agreement, certifies hereby that the moneys required to meet the obligations of the
City under the foregoing Agreement during Fiscal Year 2013 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: , 2013
Angel L. Mumma
Deputy City Manager/Director of Finance
City of Dublin, Ohio
VRABLE HOLDING DUBLIN LLC
M .
Printed:
Ti
TULLER HENDERSON LLC
Printed:
14
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Exhibit C
FORM OF DECLARATION
TAX INCREMENT FINANCING DECLARATION OF COVENANTS
This TAX INCREMENT FINANCING DECLARATION OF COVENANTS (this
" Declaration ") is made b�'V FaNeb_y Vrable Land Holding Dublin LLC, an Ohio limited liability
company having its address at 3248 W. Henderson Road, Columbus, Ohio 43220,
( " Declarant l+ " ) a nd _Tuller _Henderson LLC ('`Tuller Henderson "), an Ohio limited liability
company having its address at 3248 W. Henderson Road, Columbus, Ohio 43220.
WITNESSETH:
WHEREAS, the Declarant has acquired certain parcels of real property located in the City
of Dublin, Ohio (the "C�iff'), a description of which real property is attached hereto as Exhibit A
(with each parcel as now or hereafter configured, a " Parcel "), having acquired such fee simple
title by instruments No.201304180064407 and 201304180064406 recorded in the Office of the
Recorder of Franklin County, Ohio (the " County Recorder "); and
WHEREAS, the City, by its Ordinance No. [ passed [ ] (the
" Ordinance "), has declared that one hundred percent (100 %) of the increase in the assessed value of
each Parcel subsequent to the effective date of the Ordinance (such increase hereinafter referred to
as the " Improvement " as further defined in Ohio Revised Code Section 5709.40 and the Ordinance)
is a public purpose and is exempt from taxation (such exemption referred to herein as the "TIF
Exemption for a period commencing with the first tax year that begins after the effective date of
the Ordinance and in which an Improvement first appears on the tax list and duplicate of real and
public utility property for such Parcel and ending on the earlier of (a) thirty (30) years after such
commencement or (b) the date on which the City can no longer require service payments in lieu of
taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40, 5709.42
and 5709.43 (collectively, the " TIF Statutes ") and the Ordinance; and
WHEREAS, the TIF Ordinance provides that the owner of the Parcel make service
payments in lieu of taxes with respect to any Improvement on that Parcel (the " Service Payments "),
all pursuant to and in accordance with the TIF Statutes and the Ordinance; and
WHEREAS, the Declarant Tuller Hender and the City entered into a Development and
Tax Increment Financing Agreement dated as of , 2013 (the " Agreement '); and
WHEREAS, the Agreement creates an obligation that the owner of the Parcel make
minimum service payments with respect to that Parcel (the " Minimum Service Payments "); and
WHEREAS, Tuller Henderson has acquired certain parcels of real property located in the
City a description of which real prop is attached hereto as Exhibit B the "TH Property"
having acquired such fee simple title by instruments No. and
recorded in the Office of the County Recorder; and
C -1
WHEREAS, this Declaration is being made and filed of record pursuant to Section 2(
and S ection 4 of that Agreement; and
WHEREAS, Tuller Henderson is joining this Declaration for the limited _purpose of
ensuring; that its covenants conta ined in Section 2(c) of the Agreement are covenants th run
with the land; and
NOW, THEREFORE, each of the Declarant and Tuller Hende rson, for itself and its
successors and assigns to or of the Parcel or the TH Prop respe ctively, hereby declares that the
foregoing recitals are incorporated into this Declaration by this reference and that the Parcel
it owns and any improvements thereon will be held, developed, encumbered, leased,
occupied, improved, built upon, used and conveyed subject to the terms and provisions of this
Declaration:
Section 1. Service Payments The Declarant agrees to make Service Payments for
the Parcel it owns attributable to its period of ownership of that Parcel, all pursuant to and in
accordance with the requirements of the TIF Statutes, the Ordinance, the Agreement and any
subsequent amendments or supplements thereto.
Service Payments for the Parcel will be made semiannually to the Treasurer of Franklin
County, Ohio (or to such county 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 that Parcel. 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 for the Parcel will be made in accordance with the requirements of the
TIF Statutes and the Ordinance and will be in the same amount as the real property taxes that
would have been charged and payable against the Improvement to that Parcel (after credit for any
other payments received by the City under Ohio Revised Code Sections 319.302, 321.24, 323.152
and 323.156, or any successor provisions thereto, as the same may be amended from time to time
(the " Property Tax Rollback Payments ")) had the TIF Exemption not been granted, including any
penalties and interest. A Declarant will not, under any circumstances, be required for any tax year
to pay both real property taxes and Service Payments with respect to the Improvement to a Parcel
pursuant to this Declaration.
In addition to the obligation to make Service Payments, Declarant agrees to a minimum
service payment obligation (the " Minimum Service Payment Obligation for the Parcel it owns,
all pursuant to and in accordance with the requirements of the TIF Statutes, the Ordinance, the
Agreement and any subsequent amendments or supplements thereto. The Minimum Service
Payment Obligation constitutes a minimum service payment obligation under Ohio Revised
Code Section 5709.91. The total Minimum Service Payment Obligation due for all Parcels for
any calendar year is an amount equal to - al -tothe $14 million of market value for
the Parcel, multiplied by 35% and the then current applicable real property tax rates for
tliePar- the Parcel less the amount the City is required to pay with respect to the Parcels to the
Dublin City School District and the Central Ohio Joint Vocational School District in that year
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under the TIF Ordinance. The Minimum Service Payment Obligation is effective beginning
calendar year 2016. The Minimum Service Payment Obligation terminates at the end of the tax
year in which the Declarants have paid Service Payments (including any related Property Tax
Rollback Payments) and Minimum Service Payments (as defined below) with respect to the
Parcel in an amount equal to the lesser of (i) the cost of John Shields Parkway paid by the City
(including interest thereon at a rate of 2.5% per year), or ii $2 000 000.00. plus 4ii4 in each
the amount the City is required to pay with respect to the Parcel to the Dublin City School
District and the Central Ohio Joint Vocational School District through that tax year under the
Ordinance. The Parcel's share of the Minimum Service Payment Obligation in any calendar year
will be equal to that Parcel's assessed value divided by the assessed value of all Parcels, each as
recorded on the tax list and duplicate of Franklin County for the preceding calendar year. If the
Service Payments and Property Tax Rollback Payments payable to the City on a Parcel in any
calendar year, less the amount the City is required to pay with respect to that Parcel to the Dublin
City School District and the Central Ohio Joint Vocational School District in that year under the
TIF Ordinance, are less than the Minimum Service Payment Obligation for that Parcel for that
calendar year, the City will prepare and send an invoice for the amount by which the Minimum
Service Payment Obligation for that Parcel exceeds those Service Payments and Property Tax
Rollback Payments (such difference, the " Minimum Service Payments ") to the Declarant for that
Parcel at its registered address for tax bills. The Declarant must pay the Minimum Service
Payments invoiced to the City pursuant to payment instructions set forth in the invoice in
immediately available funds within 30 days of its delivery. The City may assess a 10%
administrative fee and interest accruing at an annual rate of 10% on any Minimum Service
Payments not paid within 35 days of the delivery of the invoice. The City may certify delinquent
Minimum Service Payments, fees and interest to the Franklin County Auditor for collection on
real property tax bills. Any late payments of amount so certified 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. In the event
that the Parcel is subject to an action that would foreclosure the lien created by this Declaration
(such as a property tax foreclosure action), the City may declare immediately due and payable all
Minimum Service Payments projected to be due in the then current year or any future year based
on the then current value of the Parcel (as determined by the Franklin County Auditor) and then
current real property tax rates applicable to the Parcel.
Section 2. Exemption Applications The Declarant further agrees to cooperate in the
preparation, execution and filing of all necessary applications to obtain from time to time the TIF
Exemption and to enable the City to collect Service Payments with respect to each Parcel it
owns. The Declarant authorizes the City to file any applications necessary to obtain from time to
time the TIF Exemption for each Parcel it owns.
Section 3. Provision of Information The Declarant 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 the Agreement the compliance of each Declarant with the terms of
the Agreement.
The Declarant further agrees to cooperate in all reasonable ways with, and provide
necessary and reasonable information to the City to enable the City to submit the status report
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required by Ohio Revised Code Section 5709.40(I) to the Director of the Ohio Development
Services Agency on or before March 31 of each year.
Section 4. Nondiscriminatory Hiring Policy The Declarant agrees to comply with
the City's policies adopted pursuant to Ohio Revised Code Section 5709.832 to ensure that
recipients of tax exemptions practice nondiscriminatory hiring in its operations. In furtherance
of that policy, each Declarant agrees that it will not deny any individual employment solely on
the basis of race, religion, sex, disability, color, national origin or ancestry.
Section 5. Mooney Street. The Declarant and Tuller Henderson agree to fulfill all of
their obligations set forth in Section 2(c) of the Agreement, which are h included i this
Declaration by this reference as if fully set forth herein.
Section 6. Covenants to Run With the Land The Declarant agree s and Tuller
Henderson agree that t each of its covenants contained in this Declaration shall be covenants
running with the land and that they shall, in any event and without regard to technical classification
or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity, for
the benefit and in favor of, and enforceable by, the City against each Parcel or TH Property, as
app any improvements thereon and the owner of the Parcel or TH Property, as applicable,
without regard to whether the City has at any time been, remains or is an owner of any land or
interest therein to, or in favor of, which these covenants relate. The City has the right in the event of
any breach of any covenant herein contained to exercise all of the rights and remedies and to
maintain all actions or suits at law or in equity or in other proper proceedings to which it may be
entitled to cure that breach.
The Declarant and Tuller Henderson further agree. aaree that all covenants herein, whether
or not these covenants are included by any owner of a Parcel or TH Property in any deed to that
owner's successors and assigns, shall be binding upon each subsequent owner and shall be
enforceable the City, and that any future owner of that Parcel or TH Property, o r any successors or
assigns of a Declarant or_Tu Henderson shall be treated as a Declarant or Tuller Hend
respectively, with respect to that Parcel or TH Property, as applicable for all purposes of this
Declaration.
The Declarant further agrees that theits covenants herein will remain in effect so long as
the Service Payments can be collected pursuant to the TIF Statutes and the Ordinance unless
otherwise modified or released in writing by the City in a written instrument filed in the Official
Records of the County Recorder.
Tuller Henderson agrees that all of its covenants herein r emain in effect until such ti me as
the covenants set forth in Section 2(c] of the Agreement have been satisfied.
The Declarant and Tuller Henderson further agrees that the covenants herein have
priority over any other lien or encumbrance on any Parcel or TH Property it owns and any
improvements thereon, except for such title exceptions as are approved in writing by the City,
and the Declarant or Tuller Henderson will, : cause any and all holders of
mortgages or other liens existing on each Parcel or TH Property it owns as of the time of
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recording of this Declaration to subordinate such mortgage or lien to those covenants running
with the land. The Declarant acknowledges that the provisions of Ohio Revised Code Section
5709.91, which specify that the Service Payments and the Minimum 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 and Minimum Service Payments applies to the Parcels and any improvements thereon.
At the City's option and at its request, the Declarant and Tuller Hende rson hereby
ag ee4a,ree to provide such title evidence with respect to the Parcel or TH Property it owns, at no
cost to the City, as is necessary to demonstrate to the City's satisfaction that the covenants
running with the land provided in this Declaration are prior and superior to any other liens,
encumbrances or other title exceptions, except for those which are approved in writing by the
City.
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IN WITNESS WHEREOF, Declarant b and Tuller Henderson have caused this
Declaration to be executed and effective as of , 2013.
VRABLE LAND HOLDING DUBLIN LLC
L
Printed:
Title:
STATE OF OHIO )
ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of 5 2013,
by of Vrable Land Holding Dublin LLC, an Ohio
limited liability company, on behalf of said company.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
Notary Public
TULLER HENDERSON LLC
C
Printed:
Title.
STATE OF OHIO 1
C -6
COUNTY OF )
SS
The foregoing instrument was acknowledged before me this _ . day of 2013
by _ I of Tuller Henderson LLC, an Ohio limited liability
company, on behalf of said company.
IN WITNESS WHERLOF, I have hereunto_ subscribed my name and affixed my official
seal on the date and year aforesaid.
Notary Public
This instrument is prepared by: Greg Daniels
Squire Sanders (US) LLP
41 S. High Street, Suite 2000
Columbus, Ohio 43215
C -7
l c 4 ityof Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, 01-143017-1090
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council �A
From: Marsha I. Grigsby, City Manager
Date: May 2, 2013
Memo
Initiated By: Dana L. McDaniel, Deputy City Manager /Director of Economic Development
Angel L. Mumma, Deputy City Manager /Director of Finance
Re: Ordinance 39 -13 — Development and Tax Increment Finance Agreement
with Vrable Land Holding Dublin LLC
Background
Ordinance 39 -13 authorizes the City Manager to enter into the attached Development and Tax
Increment Finance Agreement with Vrable Land Holding Dublin LLC and its successors and assigns
("Developer'. Developer intends to develop the +/- 6.34 acre property located at the southwest
corner of Tuller Road and Tuller Ridge Drive with skilled nursing, assisted living and office uses.
The development will occur in accordance with the preliminary development plan approved by City
Council Ordinance 06 -12 and final development plan approved by the Dublin Planning and Zoning
Commission on February 21, 2013. The Agreement requires Developer to donate certain real
property for new roads and sets forth the responsibilities of each party for the construction of
certain roads and utilities. Additionally, the Agreement provides that the City shall undertake a tax
increment financing pursuant to TIF Statutes to facilitate the construction of certain public
improvements, as defined within the Ordinance.
The following provides a general summary of key points of the proposed Agreement and by no
means are all inclusive:
Proposed Proiect
Developer agrees to develop the property as a skilled nursing, assisted living and office use project
with a minimum value of at least $14 million.
Donation of Property by Developer
Developer has donated, at no cost to the City, the property necessary to construct the proposed
John Shields Parkway from Tuller Ridge Drive to the newly realigned Riverside Drive and for the
proposed Mooney Street from Tuller Road to the new John Shields Parkway. The property was
donated as a result of the final development plan approval and recorded plat.
Construction of New Roads
The City agrees to design and construct, at its expense, the new John Shields Parkway in two
phases. Total estimated cost to design and construct John Shields Parkway is $2,000,000.
Developer agrees to design and construct, at its expense, Mooney Street in the future
contemporaneously with the development of the property between the proposed Mooney Street
and Riverside Drive.
Memo re Ordinance 39 -13 — Development and Tax Increment Finance Agreement with
Vrable Land Holding Dublin LLC
May 2, 2013
Page 2 of 2
Waterline
Developer will design and construct, at its expense, the necessary waterline needed to serve the
development.
Sanitary Sewer
Sanitary sewer is currently present at the site. Developer will extend the necessary lateral(s) to the
existing sanitary sewer.
Tax Increment Financing
Developer will reasonably cooperate with the City in the creation of a tax increment financing area,
which will include the property to be developed.
Payments in Lieu of Taxes
Developer and subsequent successors and assigns covenant to make Service Payments
attributable to their respective periods of ownership to enable the financing, construction,
installation and maintenance of the Public Improvements as set forth in the proposed Agreement.
These Service Payments will be determined and provided by the increase in the assessed value of
the Property subsequent to the effective date of the TIF Ordinance and in accordance with the TIF
Statutes and Ordinance.
Minimum Service Payments
The minimum service payment obligation is effective beginning calendar year 2016 and will
terminate at the end of the tax year in which the total Service Payments paid equals the cost of
John Shields Parkway paid by the City (including interest thereon at a rate of 2.5% per year).
Impact on Schools
Staff has been in discussion with Dublin City Schools regarding the creation of a Bridge Street
District TIF, which would include this development. The TIF Ordinance, when brought forward for
Council consideration, will indicate the impact, if any, on Dublin City Schools and Tolles Career &
Technical Center.
Increased Investment
Council's action to authorize this Agreement will encourage significant investment by the
Developer, resulting in increased investment in the community and a high quality skilled nursing
and assisted living facility. The facility will create 125 new jobs with an estimated total payroll of
$4,000,000, annually. Additionally, the donation of certain right -of -way and the design and
construction of a portion of the new John Shields Parkway using Tax Increment Financing will
assist in setting certain conditions in support of the Bridge Street District vision.
Recommendation
Staff recommends Council approval of Ordinance No. 39 -13 at the public hearing /second reading
on May 20, 2013.
Draft of May 1, 2013
DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT
THIS DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT (the
" Agreement ') is made and entered into as of the last date of signature below (the " Effective
Date ") by and among the CITY OF DUBLIN, OHIO (the "City'), a charter municipal
corporation organized and existing under the constitution and the laws of the State of Ohio and
its Charter, VRABLE LAND HOLDING DUBLIN LLC ( "Vrable "), an Ohio limited liability
company having its address at 3248 W. Henderson Road, Columbus, Ohio 43220 (Vrable and its
successors and assigns are hereinafter referred to as the " Developer ").
WITNESSETH:
WHEREAS, the Developer owns approximately 6.34 acres of real property generally
located to the east of Riverside Drive, to the west of Tuller Ridge Drive, and to the south of and
adjacent to Tuller Road within the municipal boundaries of the City, as depicted in Exhibit A
(the " Propert y ," with each current or future tax parcel of the Property referred to herein as a
" Parcel ," and together, with all such tax parcels, the " Parcels "); and
WHEREAS, the Developer intends to develop the Property with skilled nursing facility
uses, assisted living uses, and office uses (collectively, the " Project ") in accordance with the
zoning and preliminary development plan approval from the City by Ordinance 06 -12 (the
" Preliminary Development Plan "), as modified by a final development plan as submitted to and
approved by The Planning and Zoning Commission on February 21, 2013 (the " Final
Development Plan and
WHEREAS, the City and the Developer desire to facilitate the construction of new public
streets and water line improvements to be constructed on the southern and western perimeter of
the Property and adjacent real property (as further described in Section 2, the " Public
Improvements
WHEREAS, the City contemplates adopting an ordinance (such ordinance, if and when
adopted, the " TIF Ordinance ") declaring that 100% of the increase in the assessed value of the
Property subsequent to the effective date of the TIF Ordinance (the " Improvement ", and an
"Improvement" as defined in Ohio Revised Code Section 5709.40) is to be a public purpose and
exempt from taxation in accordance with the requirements of Ohio Revised Code Sections
5709.40, 5709.42 and 5709.43 (collectively, the " TIF Statutes "); and
WHEREAS, the TIF Ordinance is expected to provide that the owner(s) of the Property
make service payments in lieu of taxes with respect to any Improvement on the Property (the
" Service Payments "), all pursuant to and in accordance with the TIF Statutes; and
WHEREAS, to support the construction of the Public Improvements, the Developer has
agreed to make minimum service payments with respect to the Property (the " Minimum Service
Payments ") to supplement the Service Payments as necessary;
WHEREAS, the City and the Developer desire to enter into this Agreement to provide for
the collection of the Service Payments and the Minimum Service Payments to enable the
financing, construction, installation and maintenance of the Public Improvements as
contemplated herein, and to memorialize their mutual understandings with regard to the manner
in which the Project initially will be developed;
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
the parties hereto agree to the foregoing and as follows:
1. Proposed Project The City by Ordinance — -I_ has approved the rezoning of the
Property which permits its development in substantial conformance with the Preliminary
Development Plan. The Developer will be solely responsible for the costs of the Project,
including, without limitation, all private infrastructure improvements servicing the Project
required by City Code or necessary to adequately serve the Property, such as the removal,
installation, construction, and maintenance of all private stormwater improvements and detention
facilities. Development of the Project will occur in substantial conformance with the Final
Development Plan, as that plan may be amended from time to time. The Developer will
substantially complete development of the Project by December 31, 2014. Developer warrants
that the actual total construction value of the private improvements for the Project will not be
less than $14 million.
2. Public Improvements The City and the Developer hereby agree that the following
infrastructure improvements benefit and serve the Property and other real property in the vicinity
of the Property, and will be implemented as provided below:
(a) John Shields Parkway, Phase I . The first phase of a new public street (as depicted
in Exhibit B, " John Shields Parkway will extend from Tuller Ridge Road on the east to a point
along the eastern edge of the planned Mooney Street (described below). The City will design
and construct the first phase of John Shields Parkway at its sole expense. The first phase will be
constructed in accordance with the Bridge Street District Code, the associated transportation and
utilities plan, and the Final Development Plan for the Project. The City will use commercially
reasonable efforts to complete John Shields Parkway by the time the Developers receive a
certificate of occupancy for the Project.
(b) John Shields Parkway, Phase II . The second phase of John Shields Parkway (as
depicted in Exhibit B) will extend from the terminus of the first phase on the east to Riverside
Drive, as it currently exists or may be realigned, on the west. The City will design and construct
the second phase of John Shields Parkway at its sole expense, and will use commercially
reasonable efforts to complete construction in tandem with the re- location of Riverside Drive but
no later than December 31, 2018. The exact design and placement of the second phase will be at
the sole discretion of the City. If the City does not complete the second phase by December 31,
2018, or abandons the second phase, then the City and the Developer, at the Developer's request,
will negotiate in good faith to provide any necessary access to Riverside Drive.
(c) Mooney Street, Phase I . The first phase of a new public street (as depicted in
Exhibit B, " Mooney Street ") will extend from Tuller Road on the north to John Shields Parkway
on the south. Construction for Mooney Street will be as follows:
i. Construction [Final provisions for Mooney construction obligations are still
being finalized, and will be included before final Council action is taken]
ii. Waterline The Developer will design and construct a water line in
conjunction with the design and construction of Mooney Street at its sole
expense, in accordance with the Bridge Street District Code, the associated
transportation and utilities plan, and the Final Development Plan for the
Project and for the development of the property between Mooney Street and
the existing Riverside Drive, each as approved by City Council. Plans and
specifications for the water line are subject to the review and approval of the
City in its sole discretion and the City reserves the right to modify the design
of the water line. The Developer will submit plans for the water line upon
request of the City and complete construction of the water line by a date
reasonably determined by the City to be in conjunction with the development
of the property between the Mooney Street and the Riverside Drive right of
way.
(d) Nothing in this Agreement makes the Developer responsible for the installation
and/or removal of sanitary, storm sewer and/or water facilities located or to be located within
John Shields Parkway and/or relocated Riverside Drive.
3. Coordination between the City and the Developer The City and the Developer agree to
closely coordinate their respective design and construction efforts relative to the grades between
the Public Improvements adjoining the Property. Each party will bear its own costs associated
with this effort.
4. Tax Increment Financing Area
(a) General The Developer will reasonably cooperate with the City in the creation of
a tax increment financing area including the Property.
(b) Covenant to Make Payments in Lieu of Taxes The Developer, on behalf of itself
and any subsequent owner of each Parcel (an owner of a Parcel, during its respective period of
ownership, is referred to herein as an " Owner ," and all such owners are referred to collectively as
the " Owners "), hereby covenant to make Service Payments attributable to their respective period
of ownership of that Parcel, all pursuant to and in accordance with the requirements of the TIF
Statutes, and any subsequent amendments or supplements thereto, the TIF Ordinance and this
Agreement.
Service Payments will be made semiannually to the County Treasurer of Franklin
County, Ohio (or to such Treasurer's designated agent for collection of the Service Payments) on
or before the final dates for payment of real property taxes for the Parcel. 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 Statutes
and the TIF Ordinance and, for each Parcel, will be in the same amount as the real property taxes
that would have been charged and payable against the Improvement to the Parcel (after credit for
any other payments received by the City under Ohio Revised Code Sections 319.302, 321.24,
323.152 and 323.156, or any successor provisions thereto, as the same may be amended from
time to time, and are referred to herein as the "Property Tax Rollback Payments ") if it were not
exempt from taxation pursuant to the TIF Ordinance, including any penalties and interest. No
Owner will, under any circumstances, be required for any tax year to pay both real property taxes
and Service Payments with respect to any portion of the Improvement to a Parcel pursuant to this
Agreement. Nothing contained herein limits or impairs an Owner's right or ability, under
applicable law, to challenge or contest the assessed value of a Parcel.
(c) Minimum Service Payments The Property is subject to a minimum service
payment obligation (the " Minimum Service Payment Obligation which constitutes a minimum
service payment obligation under Ohio Revised Code Section 5709.91 and which for each
calendar year will be an amount equal to $14 million of market value for the Property,
multiplied by 35% and the then current applicable real property tax rates for the Property, less
the amount the City is required to pay with respect to the Property to the Dublin City School
District and the Central Ohio Joint Vocational School District in that year under the TIF
Ordinance. The Minimum Service Payment Obligation is effective beginning calendar year
2016. The Minimum Service Payment Obligation terminates at the end of the tax year in which
the Owners of the Property have paid Service Payments (including any related Property Tax
Rollback Payments) and Minimum Service Payments (as defined below) with respect to the
Property in an amount equal to: (i) the cost of John Shields Parkway paid by the City (including
interest thereon at a rate of 2.5% per year), plus (ii) the amount the City is required to pay with
respect to the Property to the Dublin City School District and the Central Ohio Joint Vocational
School District through that tax year under the TIF Ordinance. The Minimum Service Payment
Obligation will be divided among the Parcels in accordance with the relative value from time to
time of each Parcel as recorded on the tax list and duplicate of the Franklin County Auditor. If
the Service Payments and Property Tax Rollback Payments payable to the City on a Parcel in
any calendar year, less the amount the City is required to pay with respect to that Parcel to the
Dublin City School District and the Central Ohio Joint Vocational School District in that year
under the TIF Ordinance, are less than the Minimum Service Payment Obligation for that Parcel
for that calendar year, the City will prepare and send an invoice for the amount by which the
Minimum Service Payment Obligation for that Parcel exceeds those Service Payments and
Property Tax Rollback Payments (such difference, the " Minimum Service Payments ") to the
Owner of the Parcel at its registered address for tax bills. The Owner must pay the Minimum
Service Payments invoiced to the City pursuant to payment instructions set forth in the invoice in
immediately available funds within 30 days of its delivery. The City may assess a 10%
administrative fee and interest accruing at an annual rate of 10% on any Minimum Service
Payments not paid within 35 days of the delivery of the invoice. The City may certify
delinquent Minimum Service Payments, fees and interest to the Franklin County Auditor for
collection on real property tax bills. Any late payments of amounts so certified 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.
(d) Declaration of Covenants; Priority of Lien It is intended and agreed, and it will
be so provided by the Developer in a declaration relating to the Property (the " Declaration ")
recorded by the Developer within 30 days following the date of this Agreement and substantially
in the form attached hereto as Exhibit C, that the covenants provided in this Section 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 the City against any Owner with
respect to that Owner's period of ownership of a Parcel, 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 Statutes and the TIF Ordinance.
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 the City, and the Developer will, upon the City'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 Developer acknowledges that the provisions of Ohio Revised Code Section 5709.91, which
specify that the Service Payments and the Minimum 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 and Minimum Service Payments, will apply to this Agreement and to the Property and
any improvements thereon.
At the City's option and within 30 days of its request, the Developer hereby agrees to
provide such title evidence, at no cost to the City, as is necessary to demonstrate to the City's
satisfaction that the covenants running with the land provided in the Declaration are prior and
superior to any other liens, encumbrances or other title exceptions, except for those which are
approved in writing by the City.
Upon satisfaction of the Owner's obligations under this Agreement and termination of the
Owner's obligation to make the Service Payments and Minimum Service Payments, the City
will, upon the request of the Owner of a Parcel, execute an instrument in recordable form
evidencing such termination and releasing the covenants running with the land set forth in the
Declaration with respect to that Parcel.
(e) Exemption Application The Developer agrees to prepare, execute and file of all
necessary applications and supporting documents to obtain from time to time the exemption
granted by the TIF Ordinance to enable the City to collect Service Payments with respect to the
Property. The City agrees to cooperate with the Developer in preparing and filing such
applications and supporting documents. The City and the Developer each agree to perform such
acts as are reasonably necessary or appropriate to effect, claim, reserve and maintain that
exemption and collect the Service Payments, including, without limitation, joining in the
5
execution of all documentation and providing any necessary certificate required in connection
with that exemption or the Service Payments.
(f) Estoppel Certificate Within 45 days after a request from an Owner of a Parcel,
the City will execute and deliver to that Owner or any proposed purchaser, mortgagee or lessee
of the Parcel, a certificate stating that with respect to the Parcel, if the same is true: (i) that this
Agreement is in full force and effect; (ii) 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 (iii) such other matters as that Owner reasonably requests.
(g) Information Reporting The Developer will cooperate in all reasonable ways
with, and provide necessary and reasonable information to, the designated Tax Increment
Review Council to enable that Tax Increment Review Council to review and determine annually
during the term of this Agreement the compliance of the Developer with the terms of this
Agreement. Any information supplied to such Tax Increment Review Council will be provided
solely for the purpose of monitoring the Developer's compliance with this Agreement.
The Developer further covenants to cooperate in all reasonable ways with, and provide
necessary and reasonable information to the City to enable the City to submit the status report
required by Ohio Revised Code Section 5709.40(I) to the Director of the Ohio Development
Services Agency on or before March 31 of each year. Any information supplied to the City will
be provided solely for the purpose of enabling the City to comply with this requirement.
(h) Nondiscriminatory Hiring Poligy With respect to operations within the City, the
Developer will comply with the City's nondiscriminatory hiring policy adopted pursuant to Ohio
Revised Code Section 5709.832. In furtherance of that policy, the Developer agrees not to deny
any individual employment located upon any of its Parcels solely on the basis of race, religion,
sex, disability, color, national origin, or ancestry.
5. Representations and Warranties of the City The City represents and warrants as of the
date of delivery of this Agreement that:
(a) It is a municipal corporation and political subdivision duly organized and validly
existing under the Constitution and laws of the State of Ohio and its Charter.
(b) It will have duly accomplished all conditions necessary to be accomplished by it
prior to the execution and delivery of this Agreement and to constitute this Agreement as a valid
and binding obligation of the City enforceable in accordance with its terms.
(c) It is not in violation of or in conflict with any provision of the laws of the State of
Ohio that would impair its ability to observe and perform its covenants, agreements and
obligations under this Agreement.
(d) It has and will have full power and authority to (i) execute, deliver, observe and
perform this Agreement and all other instruments and documents executed and delivered by the
City in connection herewith and (ii) enter into, observe and perform the transactions
contemplated in this Agreement and those other instruments and documents.
(e) It has or will have duly authorized the execution, delivery, observance and
performance of this Agreement.
6. Representations and Warranties of the Developer. The Developer represents and
warrants as of the date of delivery of this Agreement that:
(a) It (i) is a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Ohio and (ii) has all requisite power and authority and all
necessary licenses and permits to own and operate the Property and the Project and to carry on
its business as now being conducted and as presently proposed to be conducted.
(b) It has the authority and power to execute and deliver this Agreement, perform its
obligations hereunder and construct its portion of the Project;
(c) Its execution and delivery of this Agreement and its compliance with all of the
provisions hereof (i) will not conflict with or result in any breach of any of the provisions of, or
constitute a default under, any agreement, its articles of incorporation, organization, code of
regulations, operating agreement or other formative document, or other instrument to which it is
a party or by which it may be bound, or any license, judgment, decree, law, statute, order, rule or
regulation of any court or governmental agency or body having jurisdiction over it or any of its
activities or properties, and (ii) have been duly authorized by all necessary action on its part.
(d) There are no actions, suits, proceedings, inquiries or investigations pending, or to
its knowledge threatened, against or affecting it in any court or before any governmental
authority or arbitration board or tribunal that challenges the validity or enforceability of, or seeks
to enjoin performance of, this Agreement or the construction of the Project, or if successful
would materially impair its ability to perform its obligations under this Agreement or to construct
the Project.
(e) It is in compliance with State of Ohio campaign financing laws contained in Ohio
Revised Code Chapter 3517.
(f) No event has occurred and no condition exists with respect to Developer that
would constitute a default under this Agreement or that, with the lapse of time or with the giving
of notice or both, would constitute a default under this Agreement.
7. Events of Default and Remedies
(a) Events of Default Any one or more of the following constitutes an " Event of
Default under this Agreement:
i. The Developer fails to perform or observe any material obligation punctually
and as due under this Agreement, provided that if a Force Majeure event
causes the failure, the Developer may receive an additional period of time as
is reasonably necessary to perform or observe the material obligation in light
of the event if the Developer notifies the City of the potential event and the
extent of the delay promptly after becoming aware of the event;
ii. The Developer fails to pay any Service Payment or Minimum Service
Payment when due;
iii. The Developer fails to complete the Project by December 31, 2014, and in
accordance with the terms of the Final Development Plan;
iv. The Developer makes a representation or warranty in this Agreement that is
materially false or misleading at the time it is made.
V. The Developer files a petition for the appointment of a receiver or a trustee
with respect to it or any of its property;
vi. The Developer makes a general assignment for the benefit of creditors;
vii. A court enters an order for relief pursuant to any Chapter of Title 11 of the
U.S. Code, as the same may be amended from time to time, with the
Developer as debtor; or
viii. The Developer files an insolvency proceeding with respect to itself or any
proceeding with respect to itself for compromise, adjustment or other relief
under the laws of any country or state relating to the relief of debtors.
As used in this Section, " Force Majeure means any event that is not within the control of
the Developer or its employees, contractors, subcontractors and material suppliers, including the
following: acts of God; acts of public enemies; orders or restraints of any kind of the government
of the United States or of the State or any of their departments, agencies, political subdivisions or
officials, or any civil or military authority; insurrections; nuclear accidents; fires; restraint of
government and people; explosions; and partial or entire failure of utilities.
(b) General Right to Cure Except with regard to the Developer's obligation to make
Service Payments and Minimum Service Payments under Section 4 of this Agreement, in the
event of any default in or breach of this Agreement, or any of its terms or conditions, by any
party hereto, the Developer will, upon written notice from the City, proceed, as soon as
reasonably possible, to cure or remedy such default or breach, and, in any event, within 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 30 -day period, then in such event the Developer will upon written
notice from the City commence its actions to cure or remedy said breach within said 30 -day
period, and proceed diligently thereafter to cure or remedy said breach.
(c) Remedies If Developer fails to make Service Payments or Minimum Service
Payments under Section 4 of this Agreement or fails to cure any other Event of Default pursuant
to Subsection 8(b), the City may institute such proceedings as may be necessary or desirable in
its opinion to cure and remedy such default or breach. Such remedies include, but are not limited
to: (i) terminating the City's obligations under this Agreement, (ii) instituting proceedings to
compel specific performance by the Developer and (iii) any other rights and remedies available
at law, in equity or otherwise to collect all amounts then becoming due or to enforce the
performance of any obligation under this Agreement.
(d) Costs of Enforcement If an action is brought by the City for the enforcement of
any provision of this Agreement, the Developers will pay to the City all costs and other expenses
that become payable as a result thereof, including without limitation, reasonable attorneys' fees
and expenses.
8. Notices All notices or other correspondence relating to this Agreement must be in
writing (including e-mail or facsimile) and must be delivered or sent guaranteed overnight
delivery, by facsimile or e-mail (to be followed by personal or overnight guaranteed delivery, of
requested) or by postage prepaid registered or certified mail, return receipt requested, and will be
deemed to be given for purposes of this Agreement on the date such writing is received by the
intended recipient. Unless otherwise specified in a notice sent in accordance with this section,
all communications in writing must be given to the parties at the following addresses:
(a) As to the City:
City of Dublin, Ohio
Attn: City Manager
5200 Emerald Parkway
Dublin, Ohio 43017
(b) As to the Developer:
Vrable Land Holdings Dublin LLC
3248 W. Henderson Road
Columbus, Ohio 43220
Attn:
and
Jim Muckle, General Counsel
Vrable Land Holdings Dublin LLC
3248 W. Henderson Road
Columbus, OH 43220
9. Successors; Assignment; Amendments, Changes and Modifications This Agreement is
binding upon the Developer and its successors in interest and the City and its successors in
interest. This Agreement may not be assigned by the Developer or the City without the consent
of the other; provided, however, that nothing in this Agreement prevents the Developer from
transferring ownership of all or a portion of the Property to another person or entity so long as
9
the Declaration is then in effect with respect to the Property transferred. This Agreement may
only be amended by written instrument executed by both the City and the Developer.
10. Extent of Covenants; No Personal Liability. All covenants, stipulations, obligations and
agreements of the parties contained in this Agreement are effective and enforceable to the extent
authorized and permitted by applicable law; provided, however, that the City's financial
obligations under this Agreement are not a debt or general obligation of the City and are subject
to the City Council's appropriation of the funds necessary therefor. No such covenant,
stipulation, obligation or agreement will be deemed a covenant, stipulation, obligation or
agreement of any present or future member, officer, agent, or employee of any of the parties
hereto in their individual capacity.
11. Severability If any provision of this Agreement is held to be illegal, invalid or
unenforceable, said provision will be fully severable. This Agreement will be construed and
enforced as if such illegal, invalid or unenforceable provision had never formed a part of this
Agreement and the remaining provisions of this Agreement will remain in full force and effect
and will not be affected by the illegal, invalid or unenforceable provision or by its severance
from this Agreement.
12. Separate Counterparts This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered will be an original, but all such
counterparts will together constitute one and the same instrument.
13. Entire Agreement This Agreement constitutes the entire agreement between the parties
with respect to the matters covered herein and supersedes prior agreements and understandings
between the parties on this subject matter.
14. Governing Law This Agreement will be governed by and construed in accordance with
the laws of the State of Ohio.
[Signature lines found on next pages.]
10
IN WITNESS WHEREOF, the City and the Developer have caused this Development
and Tax Increment Financing Agreement to be executed in their respective names by their duly
authorized officers as of the last date set forth below.
CITY OF DUBLIN, OHIO
C
Printed: Grigsby
Title: City Manager
Date:
Approved as to Form:
L
Printed: Stephen J. Smith
Title: Law Director
Date:
VRABLE HOLDING DUBLIN LLC
LIM
Printed:
Title:
Date:
11
FISCAL OFFICER'S CERTIFICATE
The undersigned, Deputy City Manager and Director of Finance of the City under the
foregoing Agreement, certifies hereby that the moneys required to meet the obligations of the
City under the foregoing Agreement during Fiscal Year 2013 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: , 2013
Angel L. Mumma
Deputy City Manager/Director of Finance
City of Dublin, Ohio
12
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Exhibit C
FORM OF DECLARATION
TAX INCREMENT FINANCING DECLARATION OF COVENANTS
This TAX INCREMENT FINANCING DECLARATION OF COVENANTS (this
" Declaration ") is made byVrable Land Holding Dublin LLC, an Ohio limited liability company
having its address at 3248 W. Henderson Road, Columbus, Ohio 43220, ( " Declarant ").
WITNESSETH:
WHEREAS, the Declarant has acquired certain parcels of real property located in the City
of Dublin, Ohio (the "C'), a description of which real property is attached hereto as Exhibit A
(with each parcel as now or hereafter configured, a " Parcel "), having acquired such fee simple
title by instruments No.201304180064407 and 201304180064406 recorded in the Office of the
Recorder of Franklin County, Ohio (the " County Recorder "); and
WHEREAS, the City, by its Ordinance No. [ I passed [ ] (the
" Ordinance "), has declared that one hundred percent (100 %) of the increase in the assessed value of
each Parcel subsequent to the effective date of the Ordinance (such increase hereinafter referred to
as the " Improvement " as further defined in Ohio Revised Code Section 5709.40 and the Ordinance)
is a public purpose and is exempt from taxation (such exemption referred to herein as the "TIF
Exemption ") for a period commencing with the first tax year that begins after the effective date of
the Ordinance and in which an Improvement first appears on the tax list and duplicate of real and
public utility property for such Parcel and ending on the earlier of (a) thirty (30) years after such
commencement or (b) the date on which the City can no longer require service payments in lieu of
taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40, 5709.42
and 5709.43 (collectively, the " TIF Statutes ") and the Ordinance; and
WHEREAS, the TIF Ordinance provides that the owner of the Parcel make service
payments in lieu of taxes with respect to any Improvement on that Parcel (the " Service Payments "),
all pursuant to and in accordance with the TIF Statutes and the Ordinance; and
WHEREAS, the Declarant and the City entered into a Development and Tax Increment
Financing Agreement dated as of , 2013 (the " Agreement "); and
WHEREAS, the Agreement creates an obligation that the owner of the Parcel make
minimum service payments with respect to that Parcel (the " Minimum Service Payments "); and
WHEREAS, this Declaration is being made and filed of record pursuant to Section 4 of
that Agreement;
NOW, THEREFORE, the Declarant, for itself and its successors and assigns to or of the
Parcel, hereby declares that the foregoing recitals are incorporated into this Declaration by this
reference and that the Parcel it owns and any improvements thereon will be held, developed,
C -r
encumbered, leased, occupied, improved, built upon, used and conveyed subject to the terms and
provisions of this Declaration:
Section 1. Service Payments The Declarant agrees to make Service Payments for
the Parcel it owns attributable to its period of ownership of that Parcel, all pursuant to and in
accordance with the requirements of the TIF Statutes, the Ordinance, the Agreement and any
subsequent amendments or supplements thereto.
Service Payments for the Parcel will be made semiannually to the Treasurer of Franklin
County, Ohio (or to such county 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 that Parcel. 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 for the Parcel will be made in accordance with the requirements of the
TIF Statutes and the Ordinance and will be in the same amount as the real property taxes that
would have been charged and payable against the Improvement to that Parcel (after credit for any
other payments received by the City under Ohio Revised Code Sections 319.302, 321.24, 323.152
and 323.156, or any successor provisions thereto, as the same may be amended from time to time
(the " Property Tax Rollback Payments ")) had the TIF Exemption not been granted, including any
penalties and interest. A Declarant will not, under any circumstances, be required for any tax year
to pay both real property taxes and Service Payments with respect to the Improvement to a Parcel
pursuant to this Declaration.
In addition to the obligation to make Service Payments, Declarant agrees to a minimum
service payment obligation (the " Minimum Service Payment Obligation for the Parcel it owns,
all pursuant to and in accordance with the requirements of the TIF Statutes, the Ordinance, the
Agreement and any subsequent amendments or supplements thereto. The Minimum Service
Payment Obligation constitutes a minimum service payment obligation under Ohio Revised
Code Section 5709.91. The total Minimum Service Payment Obligation due for all Parcels for
any calendar year is an amount equal to an amount equal to $14 million of market value for the
Parcel, multiplied by 35% and the then current applicable real property tax rates for theParcel,
less the amount the City is required to pay with respect to the Parcels to the Dublin City School
District and the Central Ohio Joint Vocational School District in that year under the TIF
Ordinance. The Minimum Service Payment Obligation is effective beginning calendar year
2016. The Minimum Service Payment Obligation terminates at the end of the tax year in which
the Declarants have paid Service Payments (including any related Property Tax Rollback
Payments) and Minimum Service Payments (as defined below) with respect to the Parcel in an
amount equal to: (i) the cost of John Shields Parkway paid by the City (including interest thereon
at a rate of 2.5% per year), plus (ii) the amount the City is required to pay with respect to the
Parcel to the Dublin City School District and the Central Ohio Joint Vocational School District
through that tax year under the Ordinance. The Parcel's share of the Minimum Service Payment
Obligation in any calendar year will be equal to that Parcel's assessed value divided by the
assessed value of all Parcels, each as recorded on the tax list and duplicate of Franklin County
for the preceding calendar year. If the Service Payments and Property Tax Rollback Payments
payable to the City on a Parcel in any calendar year, less the amount the City is required to pay
C -2
with respect to that Parcel to the Dublin City School District and the Central Ohio Joint
Vocational School District in that year under the TIF Ordinance, are less than the Minimum
Service Payment Obligation for that Parcel for that calendar year, the City will prepare and send
an invoice for the amount by which the Minimum Service Payment Obligation for that Parcel
exceeds those Service Payments and Property Tax Rollback Payments (such difference, the
" Minimum Service Payments ") to the Declarant for that Parcel at its registered address for tax
bills. The Declarant must pay the Minimum Service Payments invoiced to the City pursuant to
payment instructions set forth in the invoice in immediately available funds within 30 days of its
delivery. The City may assess a 10% administrative fee and interest accruing at an annual rate of
10% on any Minimum Service Payments not paid within 35 days of the delivery of the invoice.
The City may certify delinquent Minimum Service Payments, fees and interest to the Franklin
County Auditor for collection on real property tax bills. Any late payments of amount so
certified 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. In the event that the Parcel is subject to an action that would
foreclosure the lien created by this Declaration (such as a property tax foreclosure action), the
City may declare immediately due and payable all Minimum Service Payments projected to be
due in the then current year or any future year based on the then current value of the Parcel (as
determined by the Franklin County Auditor) and then current real property tax rates applicable to
the Parcel.
Section 2. Exemption Applications Declarant further agrees to cooperate in the
preparation, execution and filing of all necessary applications to obtain from time to time the TIF
Exemption and to enable the City to collect Service Payments with respect to each Parcel it
owns. The Declarant authorizes the City to file any applications necessary to obtain from time to
time the TIF Exemption for each Parcel it owns.
Section 3. Provision of Information The Declarant 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 the Agreement the compliance of each Declarant with the terms of
the Agreement.
The Declarant further agrees to cooperate in all reasonable ways with, and provide
necessary and reasonable information to the City to enable the City to submit the status report
required by Ohio Revised Code Section 5709.40(I) to the Director of the Ohio Development
Services Agency on or before March 31 of each year.
Section 4. Nondiscriminatory Hiring Policy The Declarant agrees to comply with
the City's policies adopted pursuant to Ohio Revised Code Section 5709.832 to ensure that
recipients of tax exemptions practice nondiscriminatory hiring in its operations. In furtherance
of that policy, each Declarant agrees that it will not deny any individual employment solely on
the basis of race, religion, sex, disability, color, national origin or ancestry.
Section 5. Covenants to Run With the Land The Declarant agrees that the
covenants contained in this Declaration shall be covenants running with the land and that they shall,
in any event and without regard to technical classification or designation, legal or otherwise, be
C -3
binding to the fullest extent permitted by law and equity, for the benefit and in favor of, and
enforceable by, the City against each Parcel, any improvements thereon and the owner of the Parcel,
without regard to whether the City has at any time been, remains or is an owner of any land or
interest therein to, or in favor of, which these covenants relate. The City has the right in the event of
any breach of any covenant herein contained to exercise all of the rights and remedies and to
maintain all actions or suits at law or in equity or in other proper proceedings to which it may be
entitled to cure that breach.
The Declarant further agrees that all covenants herein, whether or not these covenants are
included by any owner of a Parcel in any deed to that owner's successors and assigns, shall be
binding upon each subsequent owner and shall be enforceable the City, and that any future owner of
that Parcel or any successors or assigns of a Declarant shall be treated as a Declarant with respect to
that Parcel for all purposes of this Declaration.
The Declarant further agrees that the covenants herein will remain in effect so long as the
Service Payments can be collected pursuant to the TIF Statutes and the Ordinance unless
otherwise modified or released in writing by the City in a written instrument filed in the Official
Records of the County Recorder.
The Declarant further agrees that the covenants herein have priority over any other lien or
encumbrance on any Parcel it owns and any improvements thereon, except for such title
exceptions as are approved in writing by the City, and the Declarant will, upon the City's
request, cause any and all holders of mortgages or other liens existing on each Parcel it owns as
of the time of recording of this Declaration to subordinate such mortgage or lien to those
covenants running with the land. The Declarant acknowledges that the provisions of Ohio
Revised Code Section 5709.91, which specify that the Service Payments and the Minimum
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 and Minimum Service Payments applies to the
Parcels and any improvements thereon.
At the City's option and at its request, the Declarant hereby agrees to provide such title
evidence with respect to the Parcel it owns, at no cost to the City, as is necessary to demonstrate
to the City's satisfaction that the covenants running with the land provided in this Declaration are
prior and superior to any other liens, encumbrances or other title exceptions, except for those
which are approved in writing by the City.
[Remainder of page intentionally left blank. Signature page follows.]
C-a
IN WITNESS WHEREOF, each Declarant has caused this Declaration to be executed and
effective as of 1 2013.
VRABLE LAND HOLDING DUBLIN LLC
C
Printed:
Title:
STATE OF OHIO )
) ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of , 2013,
by of Vrable Land Holding Dublin LLC, an Ohio
limited liability company, on behalf of said company.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
Notary Public
This instrument is prepared by: Greg Daniels
Squire Sanders (US) LLP
41 S. High Street, Suite 2000
Columbus, Ohio 43215
C -5