019-99 Ordinance ORDINANCE NO. 19-99
AN ORDINANCE DECLARING IMPROVEMENTS TO A CERTAIN
PARCEL OF REAL PROPERTY TO BE A PUBLIC PURPOSE,
DESCRIBING THE PUBLIC INFRASTRUCTURE IMPROVEMENTS TO
BE MADE TO BENEFIT THAT PARCEL, REQUIRING THE OWNERS
~a THEREOF TO MAKE SERVICE PAYMENTS IN LIEU OF TAXES, AND
f ESTABLISHING A MUNICIPAL PUBLIC IMPROVEMENT TAX
INCREMENT EQUIVALENT FUND FOR THE DEPOSIT OF SUCH
SERVICE PAYMENTS.
WHEREAS, Ohio Revised Code Sections 5709.40, 5709.42 and 5709.43 provide that this Council may
declare improvements to a parcel of real property located in the City to be a public purpose, thereby exempting
those improvements from real property taxation for a period of time, specify public infrastructure improvements
to be made to benefit that parcel, provide for the making of service payments in lieu of taxes by the owner
thereof, provide for the distribution of the applicable portion of those service payments to the overlapping Dublin
City School District and establish a municipal public improvement tax increment equivalent fund into which such
service payments shall be deposited; and
WHEREAS, Cardinal Health, Inc. has entered into a contract to purchase certain real property located in
the City, which property is described in Exhibit A hereto (the "Property"), and contemplates making
improvements to the Property, and this Council expects to make the public infrastructure improvements described
in Exhibit B hereto, that once made would benefit the Property; and
WHEREAS, the City has determined that it is necessary and appropriate and in the best interests of the
City to provide for service payments in lieu of taxes with respect to the Property pursuant to Section 5709.42 of
the Ohio Revised Code; and
WHEREAS, this City Council finds and determines that notice of this proposed Ordinance has been
delivered to all affected school districts in accordance with Section 5709.83 of the Ohio Revised Code and hereby
ratifies the giving of that notice;
err NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, Union and
Delaware Counties, Ohio, that:
Section 1. Pursuant to and in accordance with the provisions of Ohio Revised Code Section 5709.40,
this Council hereby finds and determines that 100% of the increase in true value of the Property subsequent to the
effective date of this Ordinance (which increase in true value is hereinafter referred to as the "Improvement" as
defined in Section 5709.40) is hereby declared to be a public purpose, and shall be exempt from taxation for a
period commencing on the date of passage of this Ordinance and ending with the earlier of thirty (30) years from
such date of passage or the date on which the City can no longer require semiannual service payments in lieu of
taxes under Sections 5709.40 and 5709.42 of the Revised Code, all in accordance with the requirements of said
Sections 5709.40 and 5709.42.
Section 2. The public infrastructure improvements set forth in Exhibit B hereto and to be made by the
City are hereby designated as those public infrastructure improvements that directly benefit, or that once made
will directly benefit, the Property (the "Infrastructure Improvements").
Section 3. As provided in Section 5709.42 of the Revised Code, the owner of the Improvement is
hereby required to, and shall make, service payments in lieu of taxes to the County Treasurer on or before the
final dates for payment of real property taxes, applicable portions of which service payments shall be (i)
distributed by the Franklin County Treasurer to the Dublin City School District, or (ii) deposited in the Cardinal
Health South Campus Project Municipal Public Improvement Tax Increment Equivalent Fund established in
~ Section 4 hereof, all pursuant to Ohio Revised Code Sections 5709.40 and 5709.42 and as provided in Section 4
of this Ordinance. The Tax Increment Financing and Economic Development Agreement by and between the
City and Cardinal Health, Inc., in the form presently on file with the Clerk of Council, providing for, among other
things, the payment of such service payments in lieu of taxes, is hereby approved and authorized with changes
` therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be
approved by the City Manager and Director of Finance. The City Manager and Director of Finance, for and in
the name of this City, are hereby authorized to execute that Agreement, provided further that the approval of
changes thereto by those officials, and their character as not being substantially adverse to the City, shall be
evidenced conclusively by their execution thereof. This Council further hereby authorizes and directs the City
Manager, the Clerk of Council, the Director of Law, the Director of Finance, or other appropriate officers of the
City, to make such arrangements as are necessary and proper for collection from the owner of said service
payments in lieu of taxes.
Section 4. Pursuant to Ohio Revised Code Sections 5709.40 and 5709.42, the County Treasurer shall
distribute to the Dublin City School District from those payments in lieu of taxes provided for in Section 3 of this
Ordinance, and at the same time and in the same manner as real property tax payments, amounts equal to the
amounts the Dublin City School District would otherwise receive as real property tax payments derived from the
Improvement absent the passage of this Ordinance.
This Council hereby establishes pursuant to and in accordance with the provisions of Section 5709.43 of
the Ohio Revised Code, the Cazdinal Health South Campus Project Municipal Public Improvement Tax
Increment Equivalent Fund (the "Fund"). The Fund shall be in custody of the City and shall receive from those
payments in lieu of taxes all amounts not distributed to the Dublin City School District. Those annual service
r,., payments in lieu of taxes with respect to the Improvements on the Property, so deposited and distributed pursuant
to law as provided in Section 5709.42 of the Ohio Revised Code, shall be used solely for the purposes authorized
in Ohio Revised Code Sections 5709.40, 5709.42 and 5709.43. The Fund shall remain in existence so long as
such service payments aze collected and used for the aforesaid purposes, after which said Fund shall be dissolved
in accordance with said Section 5709.43 of the Ohio Revised Code.
Section 5. Pursuant to Section 5709.40 of the Ohio Revised Code, the Clerk of this Council is hereby
directed to deliver a copy of this Ordinance to the Director of the Department of Development of the State of
Ohio within fifteen days after its passage. On or before March 31 of each year that the exemption set forth in
Section 1 hereof remains in effect, the Clerk or other authorized officer of this City shall prepare and submit to
the Director of the Department of Development of the State of Ohio the status report required under Section
5709.40(E) of the Ohio Revised Code.
Section 6. This Council finds and determines that all formal actions of this Council concerning and
relating to the passage of this Ordinance were taken in an open meeting of this Council and that all deliberations
of this Council that resulted in those formal actions were in meetings open to the public in compliance with the
law.
Signed:
Presiding Officer
Attest:
Clerk of Council
Passed: 3 1 ~ , 1999
Effective: ~ ~ ;7 , 1999
~ hereby certify that conies of tfiis Ordinance/Resolution were posted in the
City of Dublin in accordance with Section 731.25 of the Ohio Revised lode:
tler f Council, Dublin, Ohio
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GXIIII3IT A
LEGAL DESCRIPTION O~ I'ROf'L'•R"I'Y
The following real estate situated in the Cily of Dublin, County of Franklin anc! State of Ohio, as
bounded and described as follows:
28.773 ACRES
Situated in the State of Ohio, County of Franklin, Cily of Dublin, Virginia Military Survey Number 2542 and
being all of that 6.357 acre tract as conveyed to Marjory R. Schneider of record in Official Record 00479F17 (Parcel
One), all of Ihat 9.585 acre tract as conveyed to Jerry L. and Beverly A. Trabue, Trustees of record in Official Record
18149A01 and all of that 12.831 acre tract as conveyed to McKilrick Properties, Inc. of record in Official Record
12528D09 (Parcel Ttiree) (all references refer to tl~e records of the Recorder's Office, Franklin County, Oliio) and
described as follows:
Beginning at an iron pin set at the intersection of the westerly right-of-way line of Dublin-Bellepoinl Road
(County Road 745-Dublin Road) with the southerly limited access right-of-way line of Interstate 270, being the
northwesterly corner of that tract as conveyed to the Cily of Dublin of record in Official Record 33377616;
thence with said westerly right-of•way line, the following courses:
South 06° 47' 34" Wesl, a distance of 30.34 feet to an iron pin set;
South 01° 41' 22' West, a distance of 153.47 feet to an iron pin set;
South 02° 25' 02' Easl, a distance of 153.61 feel to an iron pin set;
Soull~ 03° 40' 37' Easl, a distance of 49.01 feel to an iron pin set;
South 02° 33' 09' Easl, a distance of 49.60 feel to an iron pin set;
South 01° 18' 48' East, a distance of 93.54 feel to an iron pin set in llie northerly line of that tract as
conveyed to Nancy J. Lambert of record in Official Record 32084C03;
thence North 88° 04' 47' West, with said northerly line, a distance of 408.10 feel to a 5/8-inch rebar found al
the northwesterly corner thereof;
thence South 01° 18' 48' East, with the westerly line of said Lambert tract and the westerly line of that tract
as conveyed to Jonathan P. Smith of record in Official Record 27126H08, (passing iron pins found at 30.01 feet and
196.28 feel), a total distance of 329.98 feet to an iron pin found at the southwesterly corner of said Smill~ tract;
thence South 88° 16' 17' Easl, with the southerly line of said Smith tract, a distance of 438.05 (eel to a P.K.
Nail set in the centerline of said Dublin-Bellepoinl Road, being the soutlieaslerly corner thereof;
thence Soult~ 01° 18' 48' Easl, wily said centerline, a distance of 252.57 feet to a P.K. Nail set, being ltie
northeasterly corner of that tract as conveyed to Gary E. and Dale A. Gray of record in Official Record 11557C17;
thence North 88° 28' 10' West, with the northerly line of said Gray tract and with the noriherly lines of those
tracts as conveyed to Franklin B. and Marie E. Scott of record in Official Record 29443H05 and Glenn W. Kinzer of
record in Instrument Number 199805080112971, (passing iron pins found al 837.28 feet, 1228.20 feel and 1444.48
feel), a total distance of 1467.63 feet to a point in ll~e centerline of North Fork Indian Run;
llience with the centerline of said North Fork Indian Run, the following courses:
North 19° 49' 27' East, a distance of 203.91 feet to a point;
28.773 ACRES
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North 01° 43' 17" Wesl, a distance of 197.32 feet to a point;
North 37° 36' 47" West, a distance of 258.25 feel to a point;
North 37° 39' S6' West, a distance of 143.93 feet !o a point on a curve in said southerly limited access right-
of-way line of Interstate 270;
thence with said southerly limited access right-of-way line, the following courses:
With a curve to the right, having a central angle of 10° 30' 54" and a radius of 7323.36 feet, a chord bearing
and distance o(Norih 75° 52' 30" Easl, 1342.09 feet to an iron pin found of a point of tangency;
North 81° 07' S6' Easl, a distance of 139.3G feel to an iron pin found;
North 86° 46' 29" East, a distance of 100.44 feel to an iron pin found;
thence North 81° 02' 34' East, a distance of 61.51 feel to the point of beginning and containing 28.773
acres of land, more or less.
Subject, however, to all legal rights-of-way and/or easements, if any, of previous record.
Bearings herein are based on a bearing of North 73° 06' 10" East for the centerline. of a portion Killilea
Drive as shown on That plat entitled 'Killilea Section 1' of record in Plat Book 87, Pages 7 through 9.
EVANS, MECHWART, HAMBLETON ~ TILTON, INC.
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EXHIBIT B
DESCRIPTION OF PUBLIC INFRASTRUCTURE IMPROVEMENTS
Phase I Infrastructure Improvements:
The Phase I public infrastructure improvements will include improvements along
Dublin Road that will be needed when the 28.773 acre site is developed. The
improvements may include: the installation of a traffic signal; addition of turn lane(s);
and landscaping within the right-of--way. The project may also include design fees and
other related costs, erosion and sediment control measures, grading and related earth
work, survey work, construction staking and all other activities necessary and
appurtenant to the public improvements.
Phase II Infrastructure Improvements:
The Phase II public infrastructure improvements consist of constructing all or a
portion of Emerald Parkway east from Riverside Drive to Sawmill Road. Major
improvements associated with the project include: construction of a four lane boulevard
with curb and gutter; the installation of any necessary traffic signal(s); public utilities
which include water mains, sanitary sewers, and storm sewers; street lighting; sidewalks
and bikepaths; and landscaping within the right-of--way. In addition, the public
improvements include design and other related costs, any required land acquisition
needed for right-of--way, easements, erosion and sediment control measures, grading and
other related work, survey work, construction staking and all other matters and activities
necessary and appurtenant to those public improvements.
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TAX INCREMENT FINANCING AND
ECONOMIC DEVELOPMENT AGREEMENT
This Tax Increment Financing and Economic Development Agreement (the
"Agreement") is made and entered into as of the _ day of , 1999, by and between the
CITY OF DUBLIN, OHIO, an Ohio municipal corporation (the ``City"), and CARDINAL
HEALTH, INC., an Ohio corporation with its executive offices located in Dublin, Ohio
(``Cardinal Health").
Background
The follotiving is a martz~al statement by the parties of certain factual matters tivhich form
the bnsis of this Agreement and are an integral part of this Agreement.
A. Existing Campus. Cardinal Health, as successor in interest to Whitmire
Distribution Corporation, a Delaware corporation and a wholly owned subsidiary of Cardinal
Health (``Whitmire"), owns an approximately 30.281 acre parcel of land (the "East Campus") and
a contiguous 31.34 acre parcel of land (the "West Campus" and, collectively with the East
Campus, the "Existing Campus") located in the City of Dublin, Franklin County, Ohio on
Emerald Parkway immediately north of I-270. Cardinal Health is currently constructing an
approximately 363,000 square foot owner-occupied corporate headquarters facility on the East
Campus. The Existing Campus, together with certain other real property, is the subject of a
certain Tax Incremental Financing and Economic Development Agreement dated as of June 30,
199 among the City, Cardinal Health and Whitmire, which agreement provides for the payment
by the owners of such property of semiannual payments in lieu of real estate taxes.
B. Acquisition of South Campus. In order to provide for the possible future
expansion of its owner-occupied corporate headquarters facilities, Cardinal Health desires to
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acquire an additional approximately 28.773 acres of land (the "South Campus"), including a
certain approximately 26.607 acre parcel of real property generally located south of I-270 across
b~~ from the Existing Campus and between Indian Run and State Route 74~ in the City of Dublin,
Franklin County, Ohio, which real property is more particularly described on attached Exhibit A
hereto (the "Main South Campus Parcel"). Cardinal Health and Indian Ridge Associates, Ltd.,
an Ohio limited liability company (the "Seller"), are parties to a certain Real Estate Purchase
Agreement dated as of October 26, 1998 (together with any and all amendments, supplements,
extensions and modifications thereof, the "Purchase Agreement"), pursuant to which Cardinal
Health has acquired the right to purchase the Main South Campus Parcel from the Seller, subject
to the terms and conditions set forth therein.
C. Economic Assistance from the Ciri~. The City has determined that it is
necessary and appropriate and in the best interest of the City to provide certain assistance to
Cardinal Health in conjunction with Cardinal Health's acquiring the Main South Campus Parcel
for the purpose of creating and preserving jobs and employment opportunities and to improve the
Library: Columbus; Document r: 60018v I I
economic welfare of the people of the State of Ohio and the City as authorized iii Article VIII,
Section 13 of the Ohio Constitution and Chapter 16S of the Ohio Revised Code. Therefore,
subject to the terms and conditions of this Agreement, the City has determined to pay to Cardinal
Health, solely from its non-tax revenues, up to S2,6S0,000.00 in order to induce Cardinal Health
to acquire the Main South Campos Parcel pursuant to the Purchase Agreement, which may, in
turn, cause Cardinal Health to acquire other parcel(s) comprising the South Campus.
D. Tax Incremental Financing and Public Improvements. The City has
r~ determined that it is necessary and appropriate and in the best interests of the City to provide for
Cardinal Health, as the owner of the fee simple title to the South Campus, or any portion thereof,
to make service payments in lieu of taxes with respect to the South Campus or applicable
portions thereof (collectively, the "Service Payments"), and for the construction by the City of
public improvements serving or benefiting the South Campus (the "Public Improvements") or for
distribution to the Dublin City School District, all pursuant to and in accordance with Ohio
Revised Code Sections 5709.40, 5709.42 and 5709.43, as amended (the "TIF Act"); and the City
by its Ordinance No. 19-99 passed 1999 (the "TIF Ordinance"), has declared that the
increase in true value of the South Campus subsequent to , 1999 (the "Improvements")
is a public purpose and declared to be exempt from taxation commencing as provided in this
Agreement and ending on the earlier of (i) thirty (30) years from such date or (ii) the date on
which the City can no longer require service payments in lieu of taxes in accordance with the TIF
Act. .
E. Acquisition of Rector Parcel. In consideration of the assistance to be provided
by the City to Cardinal Health pursuant to the provisions of this Agreement, Cardinal Health
agrees to purchase, for eventual use as a City park to be named "Cardinal Health Park", a certain
approximately 2.2 acre parcel of land and the improvements thereon that the City has the right to
purchase pursuant to the terms of a certain real estate purchase agreement dated
19 between the City and (the "Rector Purchase
Agreement"). That property is referred to as the Rector Parcel, is located in the City on the east
side of State Route 74S across from the South Canlpus (the "Rector Parcel") and is identified in
the depiction on attached Exhibit A.
F. Agreement of the Parties. In order to provide for the collection of the Service
Payments and to induce Cardinal Health to acquire the Main South Campus Parcel and the
Rector Parcel on and subject to the terms and conditions specified herein, the parties desire to
enter into this Agreement.
Statement of Agreement
In consideration of the premises and covenants contained herein, and to induce the City to
proceed with the construction of the Public Improvements and provide other incentives to
Cardinal Health as provided herein, the parties hereto agree as follows:
§1. Amounts Payable by the City. Subject to the provisions of 52 hereof, in the
event that Cardinal Health acquires fee-simple title to the Main South Campus Parcel pursuant to
Library: Columbus; Document R: 60018v1 1
the provisions of the Purchase Agreement, the City shall pay to Cardinal Health, solely from the
City's non-tax revenues, up to $2,60,000.00 in order to induce Cardinal Health to purchase the
Main South Campus Parcel as follows (collectively, the "City Payments"):
(a) On the day of closing of the purchase of the Main South Campus Parcel by
Cardinal Health (the "Closing Date"), the City shall pay Cardinal Health $46,000.00; provided,
however, that if Cardinal Health has not completed by such date the landscaping heretofore
planned to be installed on the Existing Canlpus having an estimated cost of approximately
$10,000.00, then the City shall retain $10,000.00 of such $546,000.00 and not release the same
to Cardinal Health until the installation of such landscaping is substantially completed in the
reasonable judgment of the City;
(b) On December 31, 2000, the City shall pay Cardinal Health an additional
$701,300.00;
(c) If the cumulative net income tax revenues payable in the form of payroll
withholding taxes paid to the City ("Payroll Taxes") from and after June 30, 199 (calculating
the amount thereof using as the City's payroll tax rate the greater of 2% or the actual rate in
effect from time to time, but without any deduction for any percentage of Payroll Taxes which
may be shared with the Dublin City School District), by Cardinal Health, all entities under
common control with Cardinal Health, and their respective independent contractors (except
construction contractors), consultants and temporary employees identified to the reasonable
satisfaction of the City for any period during which they are working in the offices of Cardinal
Health or any such entity, equal or exceed $7,367,600 on or before December 31, 200 (the
"Measurement Date"), then the City shall pay Cardinal Health an additional $701,300.00. Such
payment shall not be made before December 31, 2002. Subject to the preceding sentence, the
City shall pay such amount to Cardinal Health within ten (10) days after Cardinal Health
provides the City with evidence reasonably satisfactory to the City that Cardinal Health's
cumulative Payroll Taxes have met or exceeded the threshold required in this clause (c) above;
and
(d) Within ten (10) days after Cardinal Health provides the City with written
notice that Cardinal Health has substantially completed the construction, at a minimum
construction cost of $9,600,000, of an additional owner-occupied office building containing at
least 120,000 square feet of space on the West Campus or the South Campus (the ``Cardinal
Health Improvements"), the City shall pay Cardinal Health an additional $701,300.00; provided,
however, that in accordance with the provisions of 53(a) hereof, without City Council's prior
approval, Cardinal Health shall not occupy any buildings on the South Campus prior to the
fourth anniversary of the date of this Agreement.
Nothing herein shall be construed as requiring the City to (i) use any funds or revenues
from any source other than non-tax revenues of the City to make the payments provided herein or
(ii) notwithstanding any other provision of this Agreement to pay Cardinal Health City Payments
aggregating in excess of the purchase price actually paid by Cardinal Health for the Main South
Campus Parcel. Any adjustments in City Payments to be made to comply with clause (ii) of the
Library: Columbus; Document 60018v1 ~
preceding sentence shall be to the last payment to be made by the City to Cardinal Health under
this 51.
§2. Repayment of City Payments by Cardinal Health.
(a) General. Cardinal Health shall be under no obligation under this Section
to repay to the City any City Payments or portions thereof if Cardinal Health has substantially
completed the Cardinal Health Improvements prior to the tenth anniversary of the Closing Date
(the `'Construction Deadline Date"). Any Cardinal Health obligation under this Section to repay
any City Payments or portions thereof to the City is also subject to the provisions of X53 and 9 of
this Agreement.
(b) Disposition of the Main South Campus Parcel. If Cardinal Health does
not substantially complete construction of the Cardinal Health Improvements by December 31,
200 and Cardinal Health sells all or any portion of the Main South Campus Parcel prior to that
date to other than a subsidiary, affiliate or other person under common control with Cardinal
Health, then Cardinal Health shall pay the City the sum of (a) the product of (i) the aggregate
amount of the City Payments theretofore made by the City to Cardinal Health multiplied by (ii) a
fraction, the numerator of which is the number of acres (rounded to the nearest one-thousandth of
an acre) being sold and the denominator of which is the total number of acres (rounded to the
nearest one thousandth of an acre) in the Main South Campus Parcel, and (b) fifty percent (~0%)
of the net after-tax profit realized on such sale, as reasonably determined by Cardinal Health, it
being understood and agreed that the amount of such after-tax profit shall be computed by
deducting from the proceeds from such sale received by Cardinal Health all income taxes
payable by Cardinal Health that are attributable to such sale and all other costs and expenses paid
or incurred by Cardinal Health in connection therewith, including, without limitation, all title
search and title insurance premiums, real estate broker's commissions, surveyor fees, real estate
conveyance fees, legal, accounting, engineering, environmental and other professional and
consulting fees and expenses, and all other closing costs. In connection with any such sale of all
or a portion of the Main South Campus Parcel, Cardinal Health agrees to use reasonable efforts
to minimize any income taxes payable by Cardinal Health on the taxable gain, if any, realized by
Cardinal Health as a result of such sale. The purchase price paid by Cardinal Health for any
other parcel(s) in the South Campus or any additional land contiguous to the South Campus for
which it has acquired fee simple title, together with all costs and expenses paid or incurred by
Cardinal Health in connection therewith, including, without limitation, all title search and title
insurance premiums, real estate broker's commissions, surveyor fees, real estate conveyance
fees, legal, accounting, engineering, environmental and other professional and consulting fees
and expenses, and all other closing costs, shall be deducted from the net after-tax profit realized
from the sale of all or any portion of the Main South Campus Parcel for purposes of calculating
the amount payable by Cardinal Health to the City under clause (b) above. This ~2(b) applies
cumulatively to any sale of any portion of the Main South Campus Parcel. Any payment
required to be made by Cardinal Health under this 52(b) shall be made to the City within 90 days
of the closing of such sale of all or any portion of the South Campus.
(c) Cumulative Excess Payroll Taxes Amount. If Cardinal Health does not
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Library: Columbus; Document 60018v 1 l
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substantiall}r complete construction of the Cardinal Health Improvements prior to the
Construction Deadline Date and has retained o~vliership of the South Campus Main Parcel
through that Construction Deadline Date, then Cardinal Health shall repay to the City the
amount, if any, by which (i) the sum of the a;gregate City Payments theretofore paid by the City
to Cardinal Health less any payments made back to the City pursuant to the provisions of ~2(b)
above exceeds (ii) the Cumulative Excess Payroll Taxes Amount (as defined below in this 52(c)).
Such payment shall be made by Cardinal Health to the City within 90 days of the Construction
Deadline Date.
As used herein, "Cumulative Excess Payroll Taxes Amount" means the dollar amount by
which the Payroll Taxes payable to the City from and after June 30, 1996 through the
Measurement Date (as defined in § 1(c) above) (calculating the amount thereof using as the City's
payroll tax rate the greater of 2% or the actual rate in effect from time to time, but without any
deduction for any percentage of Payroll Taxes which may be shared with the Dublin City School
District) by Cardinal Health, all entities under common control with Cardinal Health, and their
respective independent contractors (except construction contractors), consultants and temporary
employees identified to the reasonable satisfaction of the City for any period during which they
are working in the offices of Cardinal Health or any such entity, exceeds $7,367,600.
§3. Construction of Public Improvements by the City.
(a) Phase I Public Improvements. Cardinal Health shall not without City Council's
prior approval occupy any buildings on the South Campus prior to the fourth anniversary of the
date of this Agreement. (See also the City Council approval provision in S 1(d).) Prior to
Cardinal Health's substantial completion of its first office building on the South Campus or such
later date as Cardinal Health shall reasonably agree to in writing, the City shall construct the
Phase I Public Improvements described in attached Exhibit B hereto, which Exhibit is
incorporated herein by this reference (the "Phase I Public Improvements"). The City shall
provide the first $400,000.00 necessary to fund the Phase I Public Improvements solely at the
City's cost and at no expense or cost to Cardinal Health or any successor, assignee or transferee
of Cardinal Health, except to the extent of the Service Payments provided fpr below, but the City
shall have no obligation to provide any such funds prior to December 31, 2001. After the City
has expended $400,000.00 for such purposes, Cardinal Health shall provide the next $350,000.00
necessary to complete construction of the Phase I Public Improvements, such amount to be paid
by Cardinal Health to the City in such installments and at such times as are reasonably requested
by the City in writing in order to allow the City to pay timely the costs being funded thereby.
Neither the City nor Cardinal Health shall have any obligation to provide any funds for the
construction of the Phase I Public Improvements in excess of the amounts set forth in this §3(a),
it being understood and agreed that the total cost of the Phase I Public Improvements shall not
exceed $750,000.00. Cardinal Health's covenants and obligations made in this Agreement,
including, without limitation, those under 52 hereof, are subject to and conditioned upon the
City's (i) providing or obtaining the financing necessary for it to fulfill its obligations (a) under
this ~3 with respect to the construction of the Phase I Public Improvements and (b) under 51
above with respect to the payment of the City Payments, (ii) satisfying the requirements of
Section 6706.41 of the Revised Code with respect to the Public Improvements, and (iii) carrying
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out to completion the construction of the Phase I Public Improvements.
(b) Phase II Public Improvements. After completion of the Phase I Public
Improvements, the City may construct the P~Iblic Improvements related to the extension of
Emerald Parkway east from Riverside Drive to Sa~rmill Road described in attached Exhibit B
hereto (the `'Phase II Public Improvements"); provided, however, that the City shall have no
obligation to construct the Phase II Public Improvements and the determination as to whether or
not to undertake and complete the same shall be at the City's sole discretion.
§4. Payments in Lieu of Taxes. Cardinal Health, for itself and its successors in
interest to the fee simple title to the South Campus or any portion thereof, during the time,
respectively, that Cardinal Health and each such successor in interest holds such fee simple title
to the South Campus or any portion thereof, hereby agrees to make semiannual service payments
in lieu of taxes (the "Service Payments") with respect to the Improvements (as that terns is used
and defined in paragraph D of the recitals hereto and in the TIF Act) to the South Campus or the
portion to which it or such successor holds such title, pursuant to and in accordance with the
requirements of the TIF Act, and the TIF Ordinance, and any subsequent amendments or
supplements thereto. Such Service Payments shall be made semiannually~to the Frarilclin County
Treasurer (or to the Treasurer's designated agent for collection of Service Payments) on or before
the date on which real property taxes would otherwise be due and payable for the Improvements.
Any late payments shall bear interest at the then current rate established under Sections
~23.121(B)(1) and 5703.47 of the Ohio Revised Code, as the same may be amended from time to
time, or any successor provisions thereto as the same may be amended from time to time. Each
Semiannual payment shall be in the same amount as the real property taxes that would have been
charged and payable against t`~e Improvements had an exemption from taxation not been granted,
and otherwise shall be in accordance with the requirements of the TIF Act. The obligation to
make Service Payments shall run with the land. Neither Cardinal Health nor its successors in
interest to the South Campus or any portion thereof so subject to the covenant to make Service
` Payments, shall have liability for, and each shall be deemed released from, Service Payments
with respect to the South Campus or any such portion after the sale or other transfer thereof by it
or them; and all such liability shall be deemed automatically assumed by each subsequent
successor in interest during the period that it or they hold such title, as the result of its or their
acceptance of a deed or other conveyance to the South Campus or any such portion; provided,
however, that nothing herein shall be construed to release Cardinal Health or any successors in
interest from any liability for delinquent Service Payments which were due and payable during
their ownership of the South Campus and which remain unpaid as of any sale or transfer.
The Service Payments received by the City shall initially be deposited in the Phase I
Public Improvement Account (the "Phase I Public Improvement Account") created in the
Cardinal Health Project Municipal Public Improvement Tax Increment Equivalent Fund (the
"Fund") until the deposits into that account aggregate $750,000. Monies in the Phase I Public
Improvement Account shall be used (i) first, to reimburse the City for the amounts it has paid
towards the first $400,000.00 of Phase I Public Improvements in accordance with the provisions
of ~3 hereof and (ii) thereafter, to reimburse Cardinal Health for the amounts it has paid towards
the next $30,000.00 of Phase I Public Improvements in accordance with the provisions of 53
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hereof. Any monies remaining in the Phase I Public Improvement Account after the Phase I
Public Improvements have been completed, and after the City and Cardinal Health have been
reimbursed for the cost thereof as herein provided, shall be deposited into the Phase II Public
Improvement Account created in the F>.Ind (the "Phase II Public Improvement Account"). The
City may use monies in the Phase II Public Improvements Account for the construction and
installation of the Phase II Public Improvements.
It is intended and agreed, and it shall be so provided in the deed conveying the South
Campus to Cardinal Health (the "Deed") and in any future deed conveying the South Campus or
any portion thereof, that the covenants provided in this 54 shall be covenants running with the
land and that they shall, in any event and without regard to technical classification or
designation, legal or otherwise, be binding to the fullest extent permitted by law and equity, for
the benefit and in favor of and enforceable by, the City, whether or not this Agreement remains
in effect and whether or not such provision is included in any succeeding deed to Cardinal
Health's successors and assigns. It is further intended and agreed that these agreements and
covenants shall remain in effect for the full period of exemption permitted in accordance with the
requirements of the TIF Act and the TIF Ordinance.
Such covenants running with the land in the Deed shall have priority over any other lien
or encumbrance on the South Campus or any such parcel, except for such title exceptions which
are currently of record and which are not discharged in connection with~the closing of title under
the Purchase Agreement.
§S. Exemption Application. Cardinal Health further agrees for itself and its
successors and assigns to assist and cooperate in all reasonable ways with the City in the
preparation and filing of all necessary applications and supporting documents to obtain the
exemptior> from real property taxation for the Improvements authorized by the TIF Act and the
City, and to enable the City to collect Service Payments thereunder, and the City shall cooperate
" with Cardinal Health in connection with the preparation and filing of the initial and any further
applications required to accomplish that purpose. Such initial application shall be made in
connection with the substantial completion of construction by Cardinal Health of its first
building on the South Campus, at such time as shall be determined by the City, but not later than
the end of the calendar year in which that building is substantially completed unless otherwise
agreed by the parties hereto. Notwithstanding any provision of this Agreement to the contrary,
Cardinal Health and its successors in interest shall have the right under Ohio Revised Code
Sections 5713.30-.38 to have the South Campus, or any qualifying portions thereof, valued for
real property tax purposes at the agricultural use value thereof and Service Payments which
become payable hereunder with respect to any portions of the South Campus that shall be so
valued shall be computed using the agricultural value so determined as the taxable value of such
portion of the South Campus.
§6. Estoppel Certificate. Upon request of Cardinal Health or any successor in
interest to the South Campus or any portion thereof, the City shall execute and deliver to
Cardinal Health or such successor or any proposed purchaser, mortgagee or lessee of the South
Campus or any such portion, a certificate stating with respect to the South Campus or any such
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portion:
(a) that this Agreement is in full force and effect, if the same is true;
(b) that Cardinal Health or such successor is not in default under any of the
terms, covenants or conditions of this Agreement, or, if Cardinal Health or
such successor is in default, specifying same; and
(c) such other matters as Cardinal Health or such successor reasonably
requests.
§7. Utilities. In connection with the Cardinal Health Improvements, Cardinal Health
and its successors shall have the right to tap in to all sewer, water and other public utilities
facilities available to the Existing Campus and/or the South Campus, and in connection therewith
shall pay all ordinary and customary tap-in and service fees and charges for such initial tap-in.
The City shall not impose against Cardinal Health or any of its successors with respect to the
Existing Campus and/or the South Campus or any portion thereof, any special assessment,
special tax or other governmental fee, exaction or imposition of any kind (excluding general ad
valorem tax levies and Service Payments) for the recovery of all or any portion of the initial
installation cost of the Public Improvements or of the initial installation cost of any sewer, water
or other public utility facilities serving the Existing Campus and/or the South Campus; provided,
however, that nothing herein shall prohibit the City from levying any special assessment, special
tax or other governmental fee, exaction or imposition imposed in accordance with law for
repairs, improvements or expansions of the Public Improvements or other public utility facilities
after the initial installation thereof.
§8. Donation of Rector Parcel to the City and Donation to Park Land
Acquisition Fund. (a) Prior to any closing of the sale of the Rector Parcel pursuant to the
provisions of the Rector Purchase Agreement, the City shall assign all of its right, title and
interest in, to and under the Rector Purchase Agreement to Cardinal Health pursuant to the terms
and conditions of an assignment and assumption agreement in form and content reasonably
acceptable to the parties hereto. Following such assignment, Cardinal Health shall use its best
efforts to close its purchase of fee simple title to the Rector Parcel pursuant to the terms and
conditions of the Rector Purchase Agreement; provided, however, that in no event shall Cardinal
Health be obligated to pay more than $17,000, plus any applicable carrying costs (not to exceed
$25,000) of the current owner, in connection with its acquisition of the Rector Parcel (including
amounts paid by Cardinal Health for the purchase price therefore and all costs and expenses
related thereto). Immediately following the conveyance of fee simple title to the Rector Parcel to
Cardinal Health, Cardinal Health shall gift, convey and transfer to the City, at no cost to the City
(subject to provisions of the immediately preceding sentence), fee simple title to the same by a
transferable and recordable Limited Warranty Deed with that Limited Warranty Deed including a
covenant effectively restricting permissible use of the Rector Parcel to a public park to be known
as Cardinal Health Park and with provision for reversion upon non-compliance with those
conditions. Cardinal Health may also reserve in that Limited Warranty Deed an easement for
storm water drainage from the South Campus throug}i the Rector Parcel with that drainage to be
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consistent with City storm water drainage regulations and applicable Ohio law. Notwithstanding
any other provision of this Agreement to the contrary, a condition precedent to Cardinal Health's
obligations under this 58 shall be the closing of Cardinal Health's acquisition of fee simple title
to the Main South Campus Parcel in accordance with the provisions of this Agreement.
(b) Within ten (10) days after Cardinal Health receives the $546,000.00 payment
payable by the City to Cardinal Health pursuant to 51(a) hereof, Cardinal Health shall pay
$20,000.00 to the City for deposit into the City's Parkland Acquisition Fund, with funds to be
' used for open space purposes as determined by City Council.
§9. Cardinal Health Remedies. If the City fails to comply with § 1 or 53 hereof on
or before the respective applicable dates set forth for performance therein, Cardinal Health may,
at its option, either:
(a) terminate this Agreement by giving written notice to the City specifying
the City's failure of compliance and advising the City that Cardinal Health
is exercising its termination rights under this §9 effective as of the date of
the City's receipt of such notice, in which event Cardinal Health,
notwithstanding any other provision of this Agreement to the contrary,
shall have the right to retain (i) all City Payments theretofore paid to it and
(ii) fee simple title to the Rector Parcel if Cardinal Health has not
theretofore conveyed the same to the City pursuant to 58 above (or in the
event that Cardinal Health has so transferred the Rector Parcel to the City,
Cardinal Health shall have the right to demand that the City reimburse
Cardinal Health for all, amounts paid by it to purchase such property and
donate the same to the City pursuant to the provisions of ~8 above,
whereupon the City shall pay such amount to Cardinal Health within ten
(10) days after the City's receipt of Cardinal Health's written demand for
the same);
(b) extend the Measurement Date and the Construction Deadline Date (see
§ § 1(c) and 2 hereof) by the same number of calendar days required by the
City for compliance with its obligations under §3 hereof; or
(c) pursue such other remedies as they may have at law, in equity, or
otherwise. Each duty of the City and its officers and employees
undertaken pursuant to this Agreement is established as a duty of the City
and of each officer and employee having authority to perform that duty,
specifically empowered by law resulting from an officer, joint or several,
within the meaning of Section 2731.01 of the Revised Code, providing for
enforcement by writ of mandamus.
X10. Release. Upon the termination of the obligations of Cardinal Health and its
successors in title to the South Campus, or any portion thereof, to make the Service Payments,
the City shall, upon the request of Cardinal Health or any such successor, execute an instrument
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in recordable fornl evidencing such ternlination and releasing the covenants pinning with the
land set forth in the Deed.
§11. No Other City Encumbrances. The City agrees that it shall not encumber the
South Campus except in accordance with the provisions of this Agreement.
§12. Information Reporting. Cardinal Health shall cooperate in all reasonable ways
with and provide necessary and reasonable information to the designated Tax Incentive Review
Council (the "TIRC") to enable the TIRC to review and determine annually, during the terns of
this Agreement, the compliance of Cardinal Health with the terms of this Agreement. Any
information supplied by Cardinal Health shall be provided solely for the purpose of monitoring
their compliance with this Agreement.
§13. Force Majeure. Notwithstanding the foregoing, if, by reason of Force Majeure
(as defined in this ~ 13 below), Cardinal Health or the City is unable to perform or observe any
agreement, term or condition hereof which would give rise to an event of default hereunder,
neither the City nor Cardinal Health shall be deemed in default during the continuance of such
inability and the time for performance of any of either party's obligations delayed by such
disability shall be suspended until the disability is alleviated. However, the party asserting the
existence of Force Majeure shall promptly give notice to the other party of the existence of an
event of Force Majeure and shall use its best efforts to remove the effects thereof; provided that
the settlement of strikes or other industrial disturbances shall be entirely within its discretion.
As used herein, the term "Force Majeure" shall mean, without limitation, the following:
(i) acts of God; strikes, lockouts or other industrial disturbances; acts of
public enemies; orders or restraints of any kind of the government of the United States of
America or of the State of Ohio or any of their departments, agencies, political
subdivisions (other than discretionary acts of the City and any entity under the direct
legal control of the City) or officials, or any civil or military authority; insurrections; civil
disturbances; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes;
tornadoes; storms; droughts; floods; arrests; restraint of government and people;
explosions; breakage, malfunction or accident to facilities, machinery, transmission pipes
or canals; partial or entire failure of utilities; or shortages of labor, materials, supplies or
transportation; or
(ii) any cause, circumstance or event not reasonably within the control of the
City or Cardinal Health, as applicable.
§14. Other Charges and Fees. Cardinal Health and its successors in title to the South
Campus or any portion thereof shall pay all normal and customary water and sewer rents, rates
and charges, license and permit fees related to the South Campus or any portion thereof (except
as otherwise expressly provided herein) to the extent such rents, rates, charges and fees are
charged or levied against other property owners generally. Notwithstanding the foregoing, the
City will not impose against Cardinal Health or any of its successors with respect to the South
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.
Campus or any portion thereof, any special assessment, special tax or other governmental fee,
exaction or imposition of any kind (excluding general ad valorem tax levies and Service
Pa}~ments) for the recovery of all or any portion of the cost of the Public Improvements or of any
sewer, water or other public utility facilities serving the South Campus; provided, however, that
nothing herein shall be construed to release Cardinal Health or any successors i>i interest from
any liability for delinquent Service Payments which were due and payable during their
ownership of the South Campus and which remain unpaid as of any sale or transfer.
§1~. No Abatement. Cardinal Health agrees not to seek exemption from ad valorem
real property taxes with respect to any portion of the South Campus (other than as may be
available pursuant to Sections 5713.30-.38, Ohio Revised Code) until the covenants running with
the land and the obligations of Cardinal Health or its successors in title to make Service
Payments have been released and terminated with respect to such portion of the South Campus as
provided in § 10 hereof. Nothing herein contained shall prohibit Cardinal Health from applying
for an exemption prior to the release and termination of such covenants and obligations so long
as the exemption would not take effect until after such release and termination.
§16. Agreement Binding on City; No Personal Liability. All covenants, obligations
and agreements of the City contained in this Agreement shall be effective to the extent
authorized and permitted by applicable law. No such covenant, obligation or agreement shall be
deemed to be a covenant, obligation or agreement of any present or future member, officer, agent
or employee of the City or Cardinal Health in other than his or her official capacity, and neither
the members of the City Council nor any official executing this Agreement on behalf of the City
or any present or future member, officer, agent or employee of the City or Cardinal Health shall
be liable personally by reason of the covenants, obligations or agreements of the City or Cardinal
Health contained in this Agreement.
§17. Rezoninas; Preservation and Protection of Indian Run Creek. (a) The City
and Cardinal Health acknowledge that Cardinal Health and its successors may seek rezoning for
all or a portion of the South Campus without violating any of the terms hereof. The City is under
no obligation to agree to any such rezoning.
(b) In corulection with Cardinal Health's development of the South Parcel, Cardinal
Health will comply with all applicable provisions in the applicable zoning text relating to tree
preservation for the site and preservation and minimization of erosion and sediment effects on
Indian Run Creek and adjacent ravine areas.
(c) The parties hereto agree to negotiate a mutually acceptable agreement to create (i)
a building set back area running along Indian Run Creek of up to 100 feet from the western
boundary line of the property and (ii) anon-access conservation easement for the protection of
Indian Run Creek, it being understood and agreed that the terms and conditions of such set back
area and easement shall permit the installation of any necessary or desirable utilities and be
architecturally responsive to the topography of the property and the contour of Indian Run Creek.
X18. Remedies Not Exclusive. No remedy conferred upon or reserved to the City or
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Cardinal Health by this Agreement is intended to be exclusive of any other available remedy or
remedies, but each and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Agreement, or now or hereafter existing at law, in equity or by
statute. No delay or omission to exercise any right of power accruing upon any default shall
impair that right or power or shall be construed to be a waiver thereof, but any such right and
power may be exercised from time to time and as often as may be deemed expedient in order to
entitle the City or Cardinal Health to exercise any remedy reserved to it in this Agreement. It
shall not be necessary to give any notice, other than any notice required by law or for which
express provision is made herein.
§19. Continaency. The obligations of Cardinal Health and the City under this
Agreement are contingent upon the consummation of the closing of the purchase by Cardinal
Health of the Main South Campus Parcel pursuant to the provisions of the Purchase Agreement
and the delivery of the deeds contemplated by the Purchase Agreement to and in the name of
Cardinal Health, all as contemplated by this Agreement.
§20. Miscellaneous.
(a) Amendments, Waivers. The provisions of this Agreement may from time to
time be waived, modified or amended only as provided by a writing signed by each of the parties
hereto.
(b) Notices. All notices, requests and demands to or upon the parties hereto to be
effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made wheal delivered by hand, or three (3) business days after deposit in
the U.S. mail, postage prepaid, addressed as follows, or to such address as may be hereafter
notified by the parties hereto:
If to Cardinal Health: Cardinal Health, Inc.
7000 Cardinal Place
Dublin, Ohio 43017
Attention: Mark Blawas,
Manager State & Local Tax
If to the City: City of Dublin
X800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Director of Development
(c) No Implied Rights or Waivers. No notice to or demand on any party hereto in
any case shall entitle such party to any other or further notice or demand in the same, similar and
other circumstances. Neither any failure nor any delay on the part of any party hereto ail
exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of the same or the exercise
of any other right, power or privilege.
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(d) Applicable Law. This Agreement shall be deemed to be contracts made under
and shall be construed in accordance ~a-ith and governed by the laws of the State of Ohio.
(e) Counterparts. This Agreement may be signed in any number of counterparts
with the same effect as if the signatures thereto were upon the same instrument.
(fl Headings. The headings of this Agreement are inserted for convenience only and
shall not be deemed to constitute a part hereof.
(g) Entire Agreement. This Agreement hereto reflects the entire understanding of
the parties with respect to the subject matter hereof and supersedes all prior agreements or
understandings with respect thereto in their entirety.
IN WITNESS WHEREOF, the City and Cardinal Health have executed this Agreement
by their duly authorized officers effective as of the day and date specified above.
CITY OF DUBLIN, OHIO CARDINAL HEALTH, INC.,
an Ohio corporation
By: By:
Name: Name:
Title: City Manager Title:
By:
Name:
Title: Director of Finance
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f
EXHIBIT A
Legal Description/Depictions of Main South Campus Parcel and Rector Parcel
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EXHIBIT B
Description of Phase I and Phase II Public Improvements
Phase I Infrastructure Improvements:
The Phase I public infrastructure improvements will include improvements along
Dublin Road that will be needed when the 28.773 acre site is developed. The
improvements may include: the installation of a traffic signal; addition of turn lane(s);
and landscaping within the right-of--way. The project may also include design fees and
other related costs, erosion and sediment control measures, grading and related earth
work, survey work, construction staking and all other activities necessary and appurtenant
to the public improvements.
Phase II Infrastructure Improvements:
The Phase II public infrastructure improvements consist of constructing all or a
portion of Emerald Parkway east from Riverside Drive to Sawmill Road. Major
improvements associated with the project include: construction of a four lane boulevard
with curb and gutter; the installation of any necessary traffic signal(s); public utilities
which include water mains, sanitary sewers, and storm sewers; street lighting; sidewalks
and bikepaths; and landscaping within the right-of--way. In addition, the public
improvements include design and other related costs, any required land acquisition
needed for right-of--way, easements, erosion and sediment control measures, grading and
other related work, survey work, construction staking and all other matters and activities
necessary and appurtenant to those public improvements.
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