HomeMy WebLinkAbout83-00 OrdinanceRECORD OF .ORDINANCES
Ordinance No ....................................83.-00.............. Passed .................................................................., .......................
AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN
INCENTIVES FOR PURPOSES OF ENCOURAGING THE
EXPANSION WITHIN THE CITY BY NATIONWIDE MUTUAL
INSURANCE COMPANY AND TTS AFFII.IATES AND
SUBSIDIARIES, WITHIN THE CITY, WHICH INCLUDE
DECLARING IlVIPROVEMENTS TO A CERTAIN PARCEL OF REAL
PROPERTY TO BE A PUBLIC PURPOSE, DESCRIBING THE
PUBLIC INFRASTRUCTURE IMPROVEMENTS TO BE MADE TO
BENEFIT THAT PARCEL, REQUIIZING THE OWNER THEREOF TO
MAKE SERVICE PAYMENTS IN LIEU OF TAXES, ESTABLISHING
A MUNICIPAL PUBLIC IMPROVEMENT TAX INCREMENT
EQUIVALENT FUND FOR THE DEPOSIT OF SUCH SERVICE
PAYMENTS, AUTHORIZINNG THE EXECUTION OF A TAX
INCREMENT FINANCING AGREEMENT, AN ECONOMIC
DEVELOPMENT AGREEMENT AND A CAPACITY LEASE AND
SERVICE AGREEMENT AND RELATED ASSIGNMENT AND
ASSUMPTION AGREEMENT, TERMINATING THE PROVISIONS
FOR ADDITIONAL TAX EXEMPTIONS WITHIN THE BRTTTON
PARKWAY COMMUNITY REINVESTMENT AREA, AND
DECLARING AN EMERGENCY.
WHEREAS, consistent with the Economic Development Strategy (the "Strategy") approved
by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, this Council desires
to encourage commercial office development and provide for the creation of employment
opportunities within the City; and
WHEREAS, in 1995, this Council authorized certain economic development incentives to
induce Duke Realty Limited Partnership to develop certain property within the City to
provide commercial office space (the "Existing Nationwide Facilities") for Nationwide
Mutual Insurance Company (together with its affiliates and subsidiaries, "Nationwide"); and
WHEREAS, this Council finds that the provision of economic development incentives for
the Existing Nationwide Facilities has resulted in the creation of jobs and employment
opportunities and improved the economic welfare of the people of the City; and
WHEREAS, Nationwide is desirous of expanding its operations within the City to locations
other that the Existing Nationwide Facilities; and
WHEREAS, Duke Construction Limited Partnership ("Duke") now owns certain real
property (as described and depicted on Exhibit A and referred to herein as the "Property")
in the City and proposes to develop on the Property a commercial office development (the
"Project") which Duke desires to lease to Nationwide in furtherance of the Strategy; and
WHEREAS, Nationwide has requested that the City provide certain economic development
incentives to induce Nationwide to expand its operations within the City which will result in
additional employment opportunities for the people of the City; and
WHEREAS, the City desires to induce Nationwide to undertake its proposed expansion
within the City, including by entering into leases with Duke for offices to be constructed for
Nationwide, all for the purpose of creating jobs and employment opportunities and to
improve the economic welfare of the people of the State of Ohio and the City, all as
authorized in Article VIII, Section 13 of the Ohio Constitution; and
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
RECORD OF ORDINANCES
Ordinance No .....................................83-00............. Passed ......................................P..age..2.........
City School District and establish a municipal public improvement tax increment equivalent
fund into which such service payments shall be deposited; and
WHEREAS, in reliance on the City's determination that the Project and a plan of economic
development incentives between Nationwide, Duke and the City are in furtherance of the
Strategy, Duke contemplates making improvements to the Property, and this Council expects
to make the public infrastructure improvements described in Exhibit B hereto, that once made
will directly benefit the Property; and
WHEREAS, the City has determined that it is necessary and appropriate and in the best
interests of the City to provide for service payments in lieu of taxes with respect to the
Property pursuant to Section 5709.42 of the Ohio Revised Code; and
WHEREAS, as consideration for the City's agreement to provide incentives for the
Nationwide expansion, Duke has agreed that the City shall no longer accept new applications
for real property tax exemptions within the Britton Parkway Community Reinvestment Area
after the effective date of this Ordinance; and
WHEREAS, this Council has determined to provide for the execution and delivery of a Tax
Increment Financing Agreement and an Economic Development Agreement with Duke and
Nationwide Mutual Insurance Company, respectively, and to provide for the execution and
delivery of a Capacity Lease and Service Agreement with Dublink Development Company,
L.L.C. and a related Assignment and Assumption Agreement with Nationwide, all to provide
for the economic development incentives; and
WHEREAS, this 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;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin,
Union and Delaware Counties, Ohio, that:
Section 1. The City hereby finds and determines that the Project and the related economic
development incentives described in the Tax Increment Financing Agreement and the
Economic Development Agreement (each as described below) are in furtherance of the
Strategy. The City further finds and determines that it is necessary and appropriate and in
the best interests of the City to provide certain incentives to Nationwide for the purpose of
creating jobs and employment opportunities and to improve the economic welfare of the
people of the State of Ohio and the City as authorized in Article VIII, Section 13 of the Ohio
Constitution.
Section 2. 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 assessed
value of the Property subsequent to the effective date of this Ordinance (which increase in
assessed 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 effective date of this Ordinance and ending with the earlier of thirty (30)
years from such effective date or the date on which the City can no longer require semiannual
service payments in lieu of taxes, all in accordance with the requirements of said Ohio
Revised Code Sections 5709.40 and 5709.42.
Section 3. 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 4. 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
RECORD OF ORDINANCES
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Ordinance No .....................................83-00............. Passed ......................................P..age..3.........., .......................
to the Dublin City School District, or (ii) deposited in the Rings/Frantz Project Municipal
Public Improvement Tax Increment Equivalent Fund established in Section 5 hereof, all
pursuant to Ohio Revised Code Sections 5709.40 and 5709.42 and as provided in Section
5 of this Ordinance. The Tax Increment Financing Agreement by and between the City and
Duke, 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 Tax Increment Financing 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 5. 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 4 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 Ohio Revised Code Section 5709.43, the Rings/Frantz Project Municipal Public
Improvement Tax Increment Equivalent Fund (the "Fund"). The Fund shall be in the 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 payments in lieu of taxes with
respect to the Improvements on the Property, so deposited and distributed pursuant to law
as provided in Ohio Revised Code Section 5709.42, 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 are 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 6. The Economic Development Agreement by and between the City and
Nationwide Mutual Insurance Company, in the form presently on file with the Clerk of
Council, providing for, among other things, the provision of economic development
incentives to Nationwide, 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 Economic
Development 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.
Section 7. The Capacity Lease and Service Agreement by and between the City and Dublink
Development Company, L.L.C., and the related Assignment and Assumption Agreement by
and between the City and Nationwide Mutual Insurance Company, each in the form presently
on file with the Clerk of Council, providing for, among other things, the installation and
maintenance of an information systems infrastructure network between certain Nationwide
facilities in the City, are 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, or either of them, for and in the name of this City, are hereby authorized to
execute that Capacity Lease and Service Agreement and the related Assignment and
Assumption 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.
RECORD OF ORDINANCES
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Officer
Ordinance No .....................................83-00............. Passed ......................................Page..4.........
Section 8. Pursuant to Section 7 of Ordinance No. 130-94 (Amended) as passed by this
Council on February 6, 1995, this Council directs the Housing Officer not to accept any new
applications for exemptions as described in Ohio Revised Code Section 3735.67 with respect
to any new construction hereafter commenced within the Britton Parkway Community
Reinvestment Area after the effective date of this Ordinance. Any exemptions previously
granted pursuant to Ordinance No. 130-94 (Amended) shall not be affected by this
Ordinance.
Section 9. 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 prepare and sign all agreements and instruments and to take any other actions as may
be appropriate to implement this Ordinance.
Section 10. Pursuant to Ohio Revised Code Section 5709.40, 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 2 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 11. This Council finds and determines that all formal actions of this Council
concerning and relating to the passage of this Ordinance were taken in an open meeting of
this Council and that all deliberations of this Council that resulted in those formal actions
were in meetings open to the public in compliance with the law.
Section 12. This Ordinance is declared to be an emergency measure necessary for the
immediate preservation of the public peace, health, safety or welfare of this City and for the
further reason that this Ordinance is required to be immediately effective in order to provide
incentives by June 20, 2000 so the Project may proceed in the City; thereby providing for the
creation of jobs and employment opportunities and improving the economic welfare of the
people of the City; wherefore, this Ordinance shall be in full force and effect immediately
upon its passage.
Attest:
~i~~1'~/1't~-
Clerk of Council
Passed. ~ l , 2000
Effective: ~ , 2000
16ereby certify that copies of this Ordinance7Resolution were ryosted in
City~,of Dublin in accordance witlalSection 731.25 of the Olio Revised Coc
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(,a,~, Ct of Council, ltubiin. Qhia
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
The following real estate situated in the City of Dublin, County of Franklin and State of
Ohio, as bounded and described as follows:
[Need description/depiction of Rings/Frantz Campus]
A-1
EXHIBIT B
DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS
The Infrastructure Improvements include (i) the extension of Tuttle Crossing Boulevard
from its existing terminus at Wilcox Road to Avery Road by constructing a four lane boulevard
street with curb and gutter, public utilities which include water mains, sanitary sewer, and storm
sewer, street lighting, sidewalks, bikeways, and landscaping, intersection improvements at the
intersections of Tuttle Crossing Boulevard and Wilcox Road and Tuttle Crossing Boulevard and
Avery Road, including traffic signalization, and including design and other related costs, right-
of-way acquisition, erosion and sediment control measures, grading and other related work,
survey work, soil engineering and construction staking, (ii) the widening of the Rings Road from
its western terminus with Woerner-Temple Road to its eastern terminus with Frantz Road,
including the overpass bridge over I-270, to provide for a four lane boulevard street to match the
widened approach from WoernerTemple to the west, including public utilities, which include
water mains, sanitary sewer, and storm sewer, street lighting, sidewalks, bikeways and
landscaping, erosion and sediment control, grading and other related work, survey work, soil
engineering and construction staking and (iii) traffic management improvements necessary for
ingress and egress to the Property, including traffic signals, curb cuts, and/or turn lanes on Rings
Road, and in each case, all other costs and improvements necessary and appurtenant thereto.
B-1
Division of Economic Development
5800 Shier-Rings Road • Dublin, Ohio 43016-1236
CITY OF DUBLIN Phone: 614-761-6550 • Fax: 614-761-6506 Memo
To: Dublin City Council
From: Timothy C. Hansley, City Manager
Date: June 2, 2000
~"`"` Re: Ordinance No. 83-00
Initiated by: Marsha Grigsby, Director of Finance ~~- f~ ~~
~~ Michael Stevens, Director of Economic Development h'~ "-----
Ordinance No. 83-00 provides for the authorization to enter into an Economic Development
Agreement with Nationwide and a Tax Increment Financing agreement with Duke-Weeks
Realty. Attached with the ordinance is a copy of the two agreements.
Upon final approval of this ordinance, Nationwide is prepared to commit to a major expansion of
its operations in Dublin. Currently, Nationwide has over 2000 employees in its offices located in
the Atrium I and Atrium II buildings. Projected growth would more than double the number of
employees by the year 2006, making Nationwide the largest private employer within the City of
Dublin. The City is pleased that Nationwide has selected Dublin not only for the additional jobs
that will be created but also for the 2000+ jobs that will be retained. The estimated new payroll
tax withholdings over a 15-year period is approximately $93,000,000.
Nationwide would occupy the Parkwood II office facility with 600 employees by fall of this year.
In September, Duke-Weeks Realty will begin construction of a 400,000 square foot facility that
will be ready and occupied by Nationwide in December of 2001. The new office facility will be
located on the land owned by Duke-Weeks Realty at Rings and Frantz (a.k.a. the Lucent Site).
' Consistent with the City's Economic Development Strategy, the Economic Development
Agreement has been put together to induce Nationwide to retain the current jobs in the City and
significantly expand its operations. The incentive package has performance criteria with annual
incentive payments based on the level of income tax withholdings generated by the new jobs.
The maximum incentive is capped at $29,000,000. Other items in the Economic Development
Agreement that the City has agreed to provide include; access to DubLink, a shuttle service, and
necessary traffic management improvements.
The Tax Increment Financing (TIF) agreement is between the City and Duke-Weeks Realty and
will include the entire Rings-Frantz property that is owned by Duke-Weeks Realty. The
agreement is fora "non-school" TIF. The projects that will be funded by the TIF include the
Rings Road Bridge over I-270, the extension of Tuttle Crossing Boulevard to Avery Road, and
traffic management improvements necessary for access to the site.
P:\PASS\Econ dev\Incentives\Council Memo -Nationwide Ordinance.doc
As consideration for the City's Agreement to provide incentives for the Nationwide expansion,
Duke-Weeks Realty has agreed that it will not apply for a tax abatement on any new office
buildings they construct within the Britton Parkway Community Reinvestment Area. The
estimated value of the abatement given up by Duke is $270,000 per year, with an overall
estimated value of $2,160,000. From the City's standpoint, income tax withholdings that will be
generated from the new buildings will not need to be shared with the Dublin City School District
because they will receive the property tax revenues. This will result in an estimated savings of
$127,000 per year for the City or a total of $1,016,000.
The Economic Development Agreement and TIF Agreement are going through the final drafts
and will be distributed at the Council meeting on Monday, June Sin
The administration recommends the adoption of Ordinance No. 83-00 due to the positive long-
term financial impact this project will have on the community. The project will result in an
estimated net benefit to the City in the amount of $78 million over the next 16 years.
P:\PASS\Econ dev\Incentives\Council Memo -Nationwide Ordinance.doc
Division of Economic Development
5800 Shier-Rings Road • Dublin, Ohio 43016-1236
CITY OF DUBLIN Phone: 614-761-6550 • Fax: 614-761-6506 Memo
To: Dublin City Council
From: Timothy C. Hansley, City Manager
Date: June 15, 2000
Re: Ordinance No. 83-00
Initiated by: Marsha Grigsby, Director of Finance ~' (~ S 1~
Michael Stevens, Director of Economic Development ~~~
Ordinance 83-00 is scheduled for its second reading during the City Council meeting on Monday,
June 19, 2000. Staff requests that this be passed by emergency ordinance. The Economic
Development Agreement includes two additions from the draft version you were presented on
June 5, 2000. The first addition pertains to contract employees that Nationwide causes to
relocate to their facilities in Dublin. The new agreement language regarding contract employees
is located in Section 2, (a), (ii). The second addition that was agreed upon concerns an extension
of the agreement by three years if Nationwide has failed to reach the $29,000,000 incentive cap
by 2016. The extension will be subject to City Council's approval at the time this agreement is
set to expire. The new agreement language regarding the extension is located in Section 2, (c),
(vii).
G:\Council Memo -Nationwide Ordinance.doc
SS&D Draft of ^ une 14, 2000
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and
entered into this day of June, 2000, by and between the CITY OF DUBLIN, OHIO
(the "City"), a municipal corporation duly organized and validly existing under the Constitution
and the laws of the State of Ohio (the "State") and its Charter, and ^ NATIONWIDE MUTUAL
INSURANCE COMPANY, an Ohio mutual insurance company having its principal office in ^
Columbus. Ohio ("NMIC" and. together with its affiliates and subsidiaries "Nationwide"), under
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the circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "StrateQV"1
approved by Dublin City Council Resolution 07-94 adopted on June 20, 1994, the City desires to
encourage commercial office development and provide for the creation of employment
opportunities within the City; and
WHEREAS, ^ consistent with the Strategy. in Julv 1995 the City authorized certain
economic development incentives to induce ^NMIC to locate certain of its operations within the
City ^ with those existing NMIC facilities being (il approximately 315,000 sauare feet of space
at the Atrium I Building leased through , 200 (the "Original Atrium 1 Lease") by
NMIC from Duke Construction Limited Partnership ("Duke"). and (iil approximately 196,000
square feet of space at the Atrium II Building also leased through 200 (the
"Original Atrium II Lease") by NMIC from Duke (both as depicted on Exhibit A and referred to
herein as the "Existing Nationwide Facilities"); and
WHEREAS, consistent with the Strategy the City finds that the provision of those prior
economic development incentives for the Existing Nationwide Facilities has resulted in the
creation of approximately 2000 jobs and related employment opportunities in the Citv and
otherwise improved the economic welfare of the people of the City; and
WHEREAS, ^ based on the results of NMIC's recent comprehensive examination of
s ace needs for Nationwide, and induced by and in reliance on the economic development
incentives provided in this Agreement. NMIC is desirous of extending the term of its
commitment to the Existing Nationwide Facilities and expanding Nationwide's operations to the
following additional locations within the City (as such locations are described and depicted on
Exhibit B and referred to herein as the "Additional Nationwide Facilities" and3 collectively with
the Existing Nationwide Facilities, the "Nationwide Facilities") ^ through the following leases
or other agreements. all to be entered into simultaneously by NMIC with Duke (collectively, the
"Nationwide Leases"):
(i) the Atrium I Amended and Restated Office Lease dated as of June .2000
(the "Atrium 1 Lease") which extends the lease term of the Original Atrium I Lease to
20
(ii) the Atrium II Amended and Restated Office Lease dated as of June .2000
(the "Atrium II Lease") which extends the lease term of the Original Atrium II Lease to
20
(iiil the Two Parkwood Place Office Lease dated as of June .2000 (the
"Parkwood Lease") which provides for the lease of approximately 164.900 sauare feet•
and
(iv) the Frantz Road Properties Office Lease Building A dated as of June
2000 (the "Frantz Road Lease") which provides for the lease of approximately 400.000
sauare feet and further provides that Nationwide may cause Duke to construct one or
more additional buildings a~~re~ating up to sauare feet in the. future to complete
Nationwide's expansion in the Citv (as such. building sites are depicted in the Frantz
Road Lease): and
WHEREAS. NMIC has determined that all of the office __space_ described in the
Nationwide Leases, includine the additional buildings which may hereafter be constructed by
Duke pursuant to the Frantz Road Lease, is necessary to facilitate Nationwide's expansion in the
City and without the contractual obligations of Duke to make available all of the office space
described in the Nationwide Leases and of the Citv to provide the economic development
incentives set forth herein. NMIC would not execute the Nationwide Leases nor proceed forward
with any expansion in the Citv: and
WHEREAS, NMIC is entering into the Nationwide Leases and particularly the Frantz
Road Lease in reliance upon the planned office, laboratory and research zoning which is
presently applicable to all of the parcels described in the Frantz Road Lease upon which NMIC
"'~"° has, or may in the future, agreed to lease office space from Duke; and
"'°' WHEREAS, pursuant to Ordinance No. ^ 83-00 ^ ap ssed June ^ 19, 2000 (the
"Ordinance"), the City has determined to offer ^ economic development incentives described
herein to induce Nationwide to expand its operations within the City to include the Additional
Nationwide Facilities and thereby create jobs and employment opportunities and to improve the
economic welfare of the people of the State of Ohio and the City, all as authorized in Article
VIII, Section 13 of the Ohio Constitution; and
WHEREAS, the ^ City and NMIC have determined to enter into this Agreement to
provide these incentives to induce that expansion by Nationwide of its operations within the
city;
NOW THEREFORE, the ^ City and NMIC covenant, agree and obligate themselves as
follows:
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Section 1. Nationwide Agreement to Expand Operations and Increase Employment. ^
NMIC represents that its and its subsidiaries and affiliates, presently employs approximately ^
2,000 employees at the Existing Nationwide Facilities. In consideration of the economic
development incentives to be provided by the City herein, ^NMIC agrees that ^ it will expand ^
operations to include the Additional Nationwide Facilities ^ beginning in the year ^ 2000 and
also agrees to increase the as pry number of Nationwide employees within the City from ^
2,000 to ^ 5,000 by ^ 2006.
Section 2. City Agreement to Provide Incentives.
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(a) General. In consideration for ^ NMIC's agreement to expand its operations to
include the Additional Nationwide Facilities and to increase ^ the levels of Nationwide
employment and associated payroll within the City, the City agrees to provide economic
development incentives to ^NMIC in accordance with this Section.
(b) ^ Calculation of Actual Withholdings. On or before March 15 of each of the
years ^ 2002 through and including 2017, the City shall determine whether the payroll
withholding taxes collected during the preceding calendar year by the City from all ^ Employees
(the "Actual Withholdings") exceeds the Target Withholdings for that preceding calendar year,
all in accordance with the schedules set forth below. For pumoses of this Section 2.
"Emnlovees" shall include only the following:
individuals employed by Nationwide working at any of the Nationwide
Facilities, or
ii independent contractors (except construction contractors), consultants and
temporary employees working at any of the Nationwide Facilities pursuant to a
contractual arrangement with Nationwide (each a "Contract Employee"). NMIC agrees
that documentation will be provided to the Citv prior to each March 15 determination
date identifying such Contract Employees and their respective income tax withholdings
which NMIC reauests be included in the calculation of Actual Withholdings. NMIC also
agrees that such documentation shall include but not be limited to Form 1099 reports.
other reports representing the actual amount of compensation and related payroll
withholding taxes that relate solely to work by each Contract Employee undertaken on
behalf of Nationwide and affidavits affirming the veracity of such representations.
NMIC acknowledges and further agrees that the Citv shall in its sole discretion and based
on the provided documentation, determine whether the payroll withholding taxes of a
particular Contract Emglovee will be included in the calculation of Actual Withholdings.
~c Payments to Nationwide. If the Actual Withholdings exceed the Target
Withholdings for the preceding calendar year, the City shall, on or before April 15 of the current
calendar year, pay to ^NMIC, solely from nontax revenues, an amount equal to the product of (i)
the difference between the Actual Withholdings and the Target Withholdings, multiplied by (ii)
the Incentive Factor (as defined below for each applicable year). The payments provided for in
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this Section 2 shall be made by the City to ^NMIC by electronic funds transfer or by such other
manner as is mutually agreed to by the ^ City and NMIC.
^~ Year 2001. With respect to the payroll withholdings taxes collected in
respect of calendar year 2001, the Incentive Factor shall be thirty percent (30%1 and the
Target Withholdings shall be in the following amount:
Year Target Withholdings
2001 $1,025.000
Provided, however, any payment made by the Citv to NMIC in respect of calendar year
2001 shall not exceed $138.600.
ii Years 2002 throu hg 2004. With respect to the payroll withholdings taxes
collected in respect of calendar years 2002 through 2004, the Incentive Factor shall be
thirty percent (30%) and the Target Withholdings shall be in the following amounts:
Year Target Withholdings
2002 $1,050,625
2003 1,076,891
2004 1,103,813
^ iii Years 2005 throu hg 2006. With respect to the payroll withholdings taxes
collected in respect of calendar years 2005 through 2006, the Incentive Factor shall be
thirty-six percent (36%) and the Target Withholdings shall be in the following amounts:
Year Target Withholdings
2005 $1,131,408
2006 1,159,693
^ iv Years 2007 throu hg 2008. With respect to the payroll withholdings taxes
collected in respect of calendar years 2007 through 2008, the Incentive Factor shall be
`"~" thirty-eight percent (38%) and the Target Withholdings shall be in the following
amounts:
Year Target Withholdings
2007 $1,188,686
2008 1,218,403
^~v Years 2009 through 2013. With respect to the payroll withholdings taxes
collected in respect of calendar years 2009 through 2013, the Incentive Factor shall be
forty percent (40%) and the Target Withholdings shall be in the following amounts:
Year Target Withholdings
2009 $1,248,863
2010 1,280,085
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2011 1,312,087
2012 1,344,889
2013 1,378,511
^ vi Years 2014 throw hg 2016. With respect to the payroll withholdings taxes
collected in respect of calendar years 2014 through 2016, the Incentive Factor shall be
forty-two percent (42%) and the Target Withholdings shall be in the following amounts:
Year Target Withholdings
2014 $1,412,974
2015 1,448,298
2016 1,484,506
vii Years 2017 through 2019. If, after the April 15. 2017 pavment date, the
a~~re~ate pavments made by the Citv to NMIC in respect of vears 2001 through 2016 do
not equal the maximum pavment of $29 000 000 as provided in subsection (fl. the City
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agrees to present to Citv Council for consideration no later than Mav 15, 2017, leeislation
to consider extending the withholding calculation period set forth in this Section 2 from
2016 to 2019. The City and NMIC acknowledge and agree that the City and the City
Council will be under no obligation to determine to extend such period. If the Citv
Council does determine to extend such period, the legislation providing for such
extension shall set_forth the Target Withholdings for each of the calendar years 2017,
2018 and 2019.
~d ^ City's Obligation to Make Payments Not Debt; Payments Limited to Nontax
Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant
to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of
the general credit or taxes levied by the City, and ^NMIC shall have no right to have excises or
taxes levied by the City, the State or any other political subdivision of the State for the
performance of any obligations of the City herein. Consistent with Section 13 of Article VIII,
~ Ohio Constitution, any payments required to be made by the City pursuant to this Section 2 shall
be payable solely from the City's nontax revenues. Further, the obligation of the City to make
``"" payments pursuant to this Section 2 shall be subject to annual appropriations by the City Council
and certification by the Director of Finance of the City as to the availability of such nontax
revenues.
~ Ca_rrvforward If and to the extent that amount of nontax revenues are insufficient
in a particular calendar vear for appropriation and pavment to NMIC. the Citv will make
pavment to NMIC in the amount of nontax revenues available for appropriation and pavment to
NMIC. The difference between the amount reauired to be paid by the City to NMIC pursuant to
this Section 2 and the amount actually paid shall be carried forward to the next succeedinE
calendar year and paid to NMIC in addton_ to_ anv_other pavment for that succeeding year
reauired by this Section 2.
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~•
~^ Maximum Economic Development Incentive Payments. In no event shall the
aggregate amount of payments made by the City to ^NMIC pursuant to this Section 2 exceed
Twenty-nine Million Dollars ($29,000,000).
^~ Applicable Cit~ayroll Tax Rate. For purposes of calculating the Actual
Withholdings in each calendar year under this Section 2, the City's payroll tax rate shall be
assumed to be two percent (2°Io).
Section 3. City Agreement to Provide Non-Financial Incentives.
,~,~~ (a) General. As further consideration for ^ NMIC's agreement to expand its
operations to include the Additional Nationwide Facilities and to increase its levels of
employment and associated payroll within the City, the City agrees to provide, or exercise its
best efforts to provide, as the case may be, certain non-financial economic development
incentives in accordance with this Section 3. Except as otherwise provided in this Section 3, the
Citv and NMIC agree that NMIC will have no financial obligation with respect to the incentives
set forth in this Section 3.
(b) Recreation Center. The City currently operates a Community Recreation Center
(the "Recreation Center") which is available for use by residents of the City and individuals
employed within the City, all subject to the terms and conditions published by the Recreation
Center. The City agrees that the Recreation Center will be available for use by Nationwide
employees at the Nationwide Facilities on the same basis and at the same cost as employees of
other businesses operating within the City. The City agrees that, if at some point in the future the
terms and conditions with respect to the use of the Recreation Center by employees of businesses
operating within the City is revised, which revisions may include but not be limited to group
discounts, such revisions will also be applicable to Nationwide and its employees at the
Nationwide Facilities.
(c) Traffic Management Improvements. ^ The Additional Nationwide Facilities to be
located in the Rings/Frantz Campus depicted on Exhibit B will require the installation of certain
traffic management improvements to provide for efficient traffic ingress and egress from that
location. The City will, upon completion of an appropriate traffic study approved by the City
Engineer, install any necessary traffic management improvements, which may include but not be
limited to traffic signalization and/or turning lanes, all reasonably designed to provide for the
efficient traffic ingress and egress from the Rings/Frantz Campus.
(d) Shuttle Service. ^NMIC has requested the City to undertake its best efforts to
make provision for a shuttle service between the Nationwide Facilities and various points of
interest within the City, including but not limited to the Recreation Center, the Tuttle Crossing
Shopping Mall and the Historic Dublin District. The City does not presently own or operate a
shuttle or public transportation system; however, the City agrees to use its best efforts to arrange
for the Central Ohio Transit Authority (COTA) or otherwise to provide a shuttle service for
Nationwide and its employees consistent with this subsection. The Citv agrees to use its best
efforts to ensure that such shuttle service is operational no later than December 2001. The Citv
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and NMIC agree that passengers of t_he shuttle service will be reauired to pav the fares
established by the provider of the shuttle service.
(e) DubLink. The City has heretofore contracted with [DubLink Development
Corporation ("DubLink")] to provide for the installation and maintenance of an information
systems infrastructure network to provide for high-speed telecommunications throughout the
City (the "DubLink Network"). To facilitate its expansion to the Additional Nationwide
Facilities, ^NMIC has requested that the City and DubLink agree to extend and make available
the DubLink Network for efficient communication between and among the Existing Nationwide
Facilities and the Additional Nationwide Facilities. The City and DubLink have agreed to
,,, provide for such extension with the terms of that extension of the DubLink Network set forth in
the Nationwide/DubLink Agreement dated of even date with this Agreement and attached hereto
as Exhibit C (the "DubLink Agreement").
Section 4. Miscellaneous.
(a) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder
shall be in writing and shall be deemed sufficiently given if actually received or if hand-
delivered or sent by recognized, overnight delivery service or by certified mail, postage prepaid
and return receipt requested, addressed to the other party at the address set forth in this
Agreement or any addendum to or counterpart of this Agreement, or to such other address as the
recipient shall have previously notified the sender of in writing, and shall be deemed received
upon actual receipt, unless sent by certified mail, in which event such notice shall be deemed to
have been received when the return receipt is signed or refused. For purposes of this agreement,
notices shall be addressed to:
(i) the City at:
City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) ^NMIC at:
^ Nationwide Mutual Insurance Company
^ One Nationwide Plaza
Columbus, Ohio 43215
Attention: Facility Services Leasing
With a copy to:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, Ohio 43215
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Attention: Office of General Counsel
The parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices, certificates, requests or other communications shall be sent.
(b) Extent of Provisions; No Personal Liability. All rights, remedies, representations,
warranties, covenants, agreements and obligations of the City under this Agreement shall be
effective to the extent authorized and permitted by applicable law. No representation, warranty,
covenant, agreement, obligation or stipulation contained in this Agreement shall be deemed to
constitute a representation, warranty, covenant, agreement, obligation or stipulation of any
present or future trustee, member, officer, agent or employee of the City or ^NMIC in other than
``~ his or her official capacity. No official executing or approving the City's or ^ NMIC's
participation in this Agreement shall be liable personally under this Agreement or be subject to
any personal liability or accountability by reason of the issuance thereof.
(c) Successors. This Agreement shall be binding upon ^ and inure to the benefit of
NMIC and its successors and assigns.
(d) Amendments. This Agreement may only be amended by written instrument
executed by ^ the ^ City and NMIC.
(e) Executed Counterparts. This Agreement may be executed in several counterparts,
each of which shall be regarded as an original and all of which shall constitute but one and the
same agreement. It shall not be necessary in proving this Agreement to produce or account for
more than one of those counterparts.
(f) Severability. In case any section or provision of this Agreement, or any covenant,
agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any
application thereof, is held to be illegal or invalid for any reason,
'`"' (i) that illegality or invalidity shall not affect the remainder hereof or thereof, any
other section or provision hereof, or any other covenant, agreement, obligation or action,
"" or part thereof, made, assumed, entered into or taken, all of which shall be construed and
enforced as if the illegal or invalid portion were not contained herein or therein,
(ii) the illegality or invalidity of any application hereof or thereof shall not affect
any legal and valid application hereof or thereof, and
(iii) each section, provision, covenant, agreement, obligation or action, or part
thereof, shall be deemed to be effective, operative, made, assumed, entered into or taken
in the manner and to the full extent permitted by law.
(g) Captions. The captions and headings in this Agreement are for convenience only
and in no way define, limit or describe the scope or intent of any provisions or sections of this
Agreement.
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(h) Governin~Law and Choice of Forum. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio or anvlicable federal law. All claims,
counterclaims, disputes and other matters in question between the City, its agents and employees,
and ^NMIC, its employees and agents, arising out of or relating to this Agreement or its breach
will be decided in a court of competent jurisdiction within Franklin County, Ohio.
(i) Survival of Representations and Warranties. All representations and warranties of
^ NMIC and the City in this Agreement shall survive the execution and delivery of this
Agreement.
n
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IN WITNESS WHEREOF, the City and ^ NMIC have caused this Agreement to be
executed in their respective names by their duly authorized representatives, all as of the date first
written above.
Approved as to Form:
By:
CITY OF DUBLIN, OHIO
By:
Printed: Timothy C. Hansley
Title: City Manager
By:
Printed: Marsha I. Grigsby
Title: Director of Finance
Printed: Stephen J. Smith
Title: Director of Law
COMPANY
^ NATIONWIDE ^ MUTUAL INSURANCE
By:
Printed: Craie A. Thomas
Title: Vice President -Facility Services
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FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement,
certifies hereby that the moneys required to meet the obligations of the City during the year 2000
under the foregoing Agreement have been appropriated lawfully for that purpose, and are in the
Treasury of the City or in the process of collection to the credit of an appropriate fund, free from
any previous encumbrances. This Certificate is given in compliance with Section 5705.41, Ohio
Revised Code.
Dated: , 2000
Director of Finance
City of Dublin, Ohio
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EXHIBIT A
EXISTING NATIONWIDE FACILITIES
A-1
EXHIBIT B
ADDITIONAL NATIONWIDE FACILITIES
B-1
EXHIBIT C
NATIONWIDE/DUBLINK AGREEMENT
C- I
Anne Clarke - TIF Agreement.doc Pa0e 1
SS&D Draft of May 15, 2000
TAX INCREMENT FINANCING AGREEMENT
(NATIONWIDE PROJECT)
This Tax Increment Financing and Economic Development Agreement (the
"Agreement"), made and entered into as of this day of , 2000, by and
between the CITY OF DUBLIN, OHIO (the "City"), a municipal corporation organized and
existing under the constitution and the laws of the State of Ohio, and DUKE-WEEKS REALTY
LIMITED PARTNERSHIP (the "Duke"), a(n) limited partnership with offices
located in the City. As used herein, references to Duke include any wholly-owned or controlled
subsidiary or affiliate to which Duke may assign all or any portion of it rights under this
Agreement pursuant to Section 6.
WITNESSETH:
WHEREAS, the City desires to pursue all reasonable and legitimate incentive measures
to assist and encourage commercial office development and provide for the creation of
employment opportunities within the City; and
WHEREAS, Duke-Weeks Realty Limited Partnership ("Duke") now owns certain real
property (as described and depicted on Exhibit A and referred to herein as the "Property") in the
City and proposes to develop the Property and construct thereon at least square feet
of office space (as described in Exhibit B and referred to herein as the "Project") which Duke
desires to lease to Nationwide Mutual Insurance Company; and
WHEREAS, Duke desires that the City construct certain public infrastructure
improvements (as described in Exhibit C attached hereto and referred to herein as the "Public
Improvements") which the City and Duke agree will directly benefit the Property; and
WHEREAS, the City has determined that it is necessary and appropriate and in the best
interests of the City to provide for Duke and its successors and assigns to make service payments
in lieu of taxes with respect to the Property to pay costs of the acquisition, installation or
construction by the City of 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 (collectively, the "Act"), and the City, by its Ordinance No. -00 passed
2000 (the "TIF Ordinance"), has declared that 100% of the increase in true value of
the Property after the passage of the TIF Ordinance (including but not limited to any portion of
that increase in true value resulting from Duke's acquisition of the Property and the construction
of the Project and other improvements) is a public purpose and declared to be exempt from
taxation commencing on the original date of passage of such TIF Ordinance 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, all in accordance with the Act; and
WHEREAS, in order to provide for the collection of such payments in lieu of taxes and to
enable the Project to be carried out, the parties desire to enter into this Agreement on the terms as
hereinafter provided;
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Anne Clarke - TIF Agreement.doc Page 2
NOW, THEREFORE, in consideration of the premises and covenants contained herein,
the parties hereto agree as follows:
Section 1. Covenant to Make Payments in Lieu of Taxes. Duke, for itself and any
successors in interest to the Property, or any part thereof or interest therein (each an "Owner" and
collectively, the "Owners"), hereby agrees to make semiannual service payments in lieu of taxes
with respect to the Improvement (as that term is used and defined in the Act) of the Property,
pursuant to and in accordance with the requirements of the Act, and pursuant to the TIF
Ordinance and any subsequent amendments or supplements thereto. Any late payments shall be
subject to penalty and bear interest at the then current rate established under Ohio Revised Code
Sections 323.121(B)(1) and 5703.47, 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 (the payment of
penalties and interest are collectively referred to herein with the payments in lieu of taxes as the
"Service Payments"). Such Service Payments shall be made semiannually to the County
Treasurer (or to the Treasurer's designated agent for collection of the Service Payments) on or
before the date on which real property taxes would otherwise be due and payable for the
Improvement. Each semiannual payment shall be in the same amount as the real property taxes
that would have been charged and payable against the Improvement (after credit for any other
available payments received by the City under Ohio Revised Code Section 319.302, 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, herein the "Property Tax Rollback Payments") had an exemption
from taxation not been granted, and otherwise shall be in accordance with the requirements of the
Act. The Owner shall not, under any circumstances, be required for any tax year to pay both real
property taxes and Service Payments with respect to the Improvement, whether pursuant to Ohio
Revised Code Section 5709.42 or this Agreement.
It is intended and agreed, and it shall be so provided by Duke in a declaration filed and of
record in office of the Recorder of Franklin County, Ohio (the "Declaration"), and in any future
deed from Owner conveying the Property or any part thereof, that the covenants provided in this
Section shall be covenants running with the land and that they shall, in any event and without
regard to technical classification or designation, legal or otherwise, be binding to the fullest
extent permitted by law and equity, for the benefit and in favor of and enforceable by the City,
whether or not this Agreement remains in effect or whether or not such provision is included by
Owner in any succeeding deed to Owner's successors and assigns. It is further intended and
agreed that these agreements and covenants shall remain in effect for the full period of exemption
permitted in accordance with the requirements of the Act and the City's ordinances enacted
pursuant thereto.
Such covenants running with the land in the Declaration shall have priority over any other
lien or encumbrance on the Property, except for such title exceptions as are approved in writing
by the City, and Duke shall cause any and all holders of mortgages or other liens existing on the
Property (if any) as of the time of recording of the Declaration, to subordinate such lien to the
covenants running with the land provided in the Declaration.
Section 2. Tax Increment Equivalent Fund. The City and Duke acknowledge the
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Anne Clarke - TIF Agreement.doc Page 3
creation, pursuant to the TIF Ordinance, of the Nationwide Municipal Public Improvement Tax
Increment Equivalent Fund (the "Fund") to be maintained in the custody of the City. The City
and Duke agree that the Fund shall receive all Service Payments and Property Tax Rollback
Payments payable to the City in respect of the Property as described in Section 1, with all such
Service Payments and Property Tax Rollback Payments being used to finance or pay the costs of
the Public Improvements. Any incidental surplus remaining in the Fund shall be disposed of as
provided in Section 5709.43(D) of the Revised Code.
Section 3. Construction of Project and Public Improvements.
(a) Construction of Project. As consideration for the City's agreement herein to
construct the Public Improvements, Duke agrees to construct, or cause to be constructed, the
Project. Unless the City consents in writing to a different date, Duke agrees that the Project shall
be timely completed so as to cause the granting by the City of a temporary certificate of
occupancy no later than , 200
(b) Construction of Public Improvements; Preparation of Drawings; Dedication
of Right-of--Way.
(i) General. As consideration for Duke's agreements herein to construct the Project
and make payment of the Service Payments, the City agrees to construct, or cause to be
constructed, the Public Improvements.
(ii) Right of Way. Duke hereby agrees to convey or cause to be conveyed by deed or
dedication plat to the City lands adjacent to the Property (as generally depicted on Exhibit
D), together with any other easements that may be granted to the City, all as are necessary
for the making of any and all of the Public Improvements and to convey or cause to be
conveyed any right-of--way in fee and grant those easements at the times required for the
making of those Public Improvements under this Agreement.
(iii) Construction Drawings. Duke agrees to prepare or cause to be prepared
the construction drawings and any related documents required for the construction of the
+~ Public Improvements, all in accordance with the City's usual requirements for such work,
and such drawings shall otherwise be in form and substance satisfactory to the City.
Such construction drawings and original mylar drawings, the digital copy in an electronic
form acceptable to the City, and a prepared deed shall be completed and available and
suitable for bidding as determined by the City, on or before , 2000.
Duke agrees to sell those drawings, and to assign any unperformed portion of the
agreement for the preparation of those drawings, to the City, and the City agrees to
purchase those drawings and that assignment from Duke, for an amount not to exceed
$ , unless a higher amount is approved in writing by the City Manager.
(iv)Timing of Completion. Unless Duke consents in writing to a different date,
which consent shall not be unreasonably withheld, the City agrees that the Public
Improvements identified on Exhibit C shall be completed and available for use by the
general public no later than , 200
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Anne Clarke - TIF Agreement.doc Page 4
(v) Coordination. The City and Duke express their understanding and intentions that
they will closely coordinate all work on any Public Improvements to the mutual result
that those Public Improvements will be open or accessible for connection to the Project at
the times required for servicing of the Project or phases of the Project as they are
completed and ready for occupancy.
(vi)Developer's Access to Property. To the extent the matter is within the City's
control, the City shall allow Duke, and its agents, temporary ingress and egress to and
from the Property during the construction of the Project.
(c) Force Majeure. The provisions of this Agreement are subject to the following
limitations: If by reason of war, nuclear disaster, insurrection, strikes or other labor disputes,
unavailability of materials, riot, rationing, civil disobedience, fire, flood, hurricane, earthquake or
other adverse weather conditions not reasonably foreseeable, any act of God and acts, actions,
proceedings or regulations of any governmental authority (including the inaction of or refusal to
act by any governmental authority beyond normal and typical time periods for the performance
of such actions, and except that acts or orders of the City shall not excuse the City's own
performance under this Agreement), or any cause or event not reasonably within the control of a
party to this Agreement, that party is unable in whole or in part to carry out its agreements on its
part contained herein, other than any obligations on the part of that party to make payments
under this Agreement, that party shall not be deemed in default during the continuance of such
inability. That party shall, however, use its best efforts to remedy with all reasonable dispatch
the cause or causes preventing that party from carrying out its agreements; provided, that such
party shall in no event be required to settle strikes, lockouts, or other industrial disturbances by
acceding to the demands of the opposing party or parties when such course is, in the judgment of
that party, unfavorable to that party. Notwithstanding any other provisions of this Section 3(c), a
party's performance shall not be excused by causes which result from a substantial fault or
negligence of that party or the lack of sufficient funds.
Section 4. Exemption Application. Duke further agrees for itself and other Owners to
assist and cooperate with the City in the preparation and filing of all necessary applications and
supporting documents to obtain the exemption from real property taxation for the Improvements
authorized by the Act and the City, and to enable the City to collect Service Payments
thereunder, and Duke shall cooperate in connection with the preparation and filing of the initial
and any further applications required to accomplish that purpose. The initial application(s) for
the Improvements shall be made no later than December 31, 2000, unless the City agrees in
writing to a later date.
Section 5. Title Evidence. At the City's option and at its request, the Owner hereby
agrees to provide such title evidence at no cost to the City as is reasonably necessary to
document that the covenants running with the land provided in Section 1 hereof are set forth in
the Declaration and are prior and superior to any other liens, encumbrances or other title
exceptions, except for those which are approved in writing by the City.
Section 6. Assignments. Except as provided in the second paragraph of this Section 6,
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.Anne Clarke - TIF Agreement.doc Page 5'
Duke agrees not to assign (i) this Agreement without the prior written consent of the City, which
consent shall not be unreasonably withheld (and shall not, in any event, be withheld to stop or
delay development consistent with zoning already in effect), or (ii) the Project or any portion
thereof without the prior written consent of the City, which consent shall not be unreasonably
withheld, until the construction of the Project described in Exhibit B has been completed as
evidenced by the issuance by the City of one or more certificates of occupancy. Thereafter, Duke
may assign the completed Project or portion thereof and applicable rights and obligations under
this Agreement without the City's consent.
Notwithstanding the first paragraph of this Section 4:
(a) Duke (including any assignee under (b) of this Section 6) may enter into a joint
venture or other similar arrangement with respect to the development of the Property and make
any necessary assignments of rights and obligations under this Agreement to effectuate that joint
venture or other arrangement provided that Duke (or assignee under (b) of this Section 6) (i)
retains at least a general partnership or managing member interest in such joint venture or other
arrangement, and (ii) notwithstanding any assignments under this paragraph (a), remains
obligated under this Agreement with respect to the development project(s) of that joint venture or
other arrangement and is the party with whom the City will continue to interact under this
Agreement with respect to such development project(s) comprising all or a portion of the Project;
and
(b) Duke shall not be required to obtain the consent of the City with respect to any
assignment of the Agreement or any of the Project directly to an affiliate or subsidiary of Duke if
that assignment is required for the general partner of Duke to retain its status as a "real estate
investment trust" within the meaning of Section 856(a) of the Internal Revenue Code of 1986, as
amended, and any applicable state statutes; provided, however, that Duke shall give the City
notice of the foregoing assignment not less than ten (10) days prior to the effective date thereof.
For the purposes of this Section 6, an affiliate or subsidiary shall mean a corporate or entity
which shall be directly or indirectly controlled, under the control of, or be under common control
within Duke. For purposes hereof, "control" shall be deemed to mean ownership of more than
fifty percent (50%) of the outstanding voting stock of a corporation or other majority equity and
controlling interest if the entity is not a corporation.
Section 7. Release. Upon satisfaction of the Owners' obligations under this Agreement
and termination of the Owners' obligations to make the Service Payments, the City shall, upon
the request of any Owner, execute an instrument in recordable form evidencing such termination
and releasing the Declazation.
Section 8. Estoppel Certificate. Upon request of any Owner, the City shall execute and
deliver to that Owner or any proposed purchaser, mortgagee or lessee of the Property, a
certificate stating: (a) that this Agreement is in full force and effect, if the same is true; (b) that
the Owner is not in default under any of the terms, covenants or conditions of the Agreement, or,
if the Owner is in default, specifying same; and (c) such other matters as the Owner reasonably
requests.
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Anne Clarke - TIF Agreement.doe Page 6
Section 9. Representations of Developer and City. Duke hereby represents that it is or
will be the owner in fee simple of the Property. Duke and the City each represent that they have
full power and authority to enter into this Agreement and carry out its terms.
Section 10. Successors. This Agreement shall be binding upon Duke and its
beneficiaries, successors and assigns, including any and all Owners.
Section 11. Information Reporting. The Owners shall cooperate in all reasonable ways
with and provide necessary and reasonable information to the designated Tax Incentive Review
Council (the "TIRC") to enable the TIRC to review and determine annually during the term of
this Agreement, the compliance of the Owners with the terms of this Agreement. Any
information supplied by the Owners shall be provided solely for the purpose of monitoring its
compliance with this Agreement.
Section 12. Agreement Binding on Parties; No Personal Liability; City Consents.
All covenants, obligations and agreements of the City and Duke 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 in other than their official capacity or of
any individual person who is an officer, director or shareholder of the Owner other than in their
capacity as an officer, director or shareholder, and neither the members of the City Council nor
any City official executing this Agreement, or any individual person executing this agreement on
behalf of Duke, shall be liable personally by reason of the covenants, obligations or agreements
of the City or Duke contained in this Agreement.
Any consent of the City to be given under this Agreement may be given by the City
Manager or the City Manager's duly authorized representative, and shall be given in writing.
Section 13. Amendments. This Agreement may only be amended by written instrument
executed by all of the parties to this Agreement.
Section 14. Notices. Except as otherwise specifically set forth in this Agreement, all
notices, demands, requests, consents or approvals given, required or permitted to be given
hereunder shall be in writing and shall be deemed sufficiently given if actually received or if
hand-delivered or sent by recognized, overnight delivery service or by certified mail, postage
prepaid and return receipt requested, addressed to the other party at the address set forth in this
Agreement or any addendum to or counterpart of this Agreement, or to such other address as the
recipient shall have previously notified the sender of in writing, and shall be deemed received
upon actual receipt, unless sent by certified mail, in which event such notice shall be deemed to
have been received when the return receipt is signed or refused. The parties, by notice given
hereunder, may designate any further or different addresses to which subsequent notices,
certificates, requests or other communications shall be sent. The present addresses of the parties
follow:
(a) To Owner at: Duke-Weeks Realty Limited Partnership
4700 Lakehurst Court, Suite 15D
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M.e.
Anne Clarke - TIF Agreement.doc Page 7'
Dublin, Ohio 43017
Attention: Donald J. Hunter
with a copy to: Duke-Weeks Realty Limited Partnership
8888 Keystone Crossing, Suite 1200
Indianapolis, Indiana 46240
Attention: Legal Department
(b) To the City at: City of Dublin
5800 Shier-Rings Road
Dublin, Ohio 43016
Attention: Director of Development
Any Owner and the City may, subsequent to the provision of proper notice, designate any
further, different or more specific addresses to which mailing shall be sent.
Section 15. Counterparts. This Agreement may be signed in one or more counterparts
or duplicate signature pages with the same force and effect as if all required signatures were
contained in a single original instrument. Any one or more of such counterparts or duplicate
signature pages may be removed from any one or more original copies of this Agreement and
annexed to other counterparts or duplicate signature pages to form a completely executed original
instrument.
[THIS SPACE INTENTIONALLY LEFT BLANK]
-7-
f
Anne Clarke - TIF Agreement.doc Page 8
IN WITNESS WHEREOF, the City and Duke have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first written
above.
CITY OF DUBLIN, OHIO
By:
Printed: Timothy C. Hansley
Title: Cit~ger
By:
Printed: Marsha I. Grigsbv
Title: Director of Finance
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
DUKE-WEEKS REALTY LIMITED PARTNERSHIP
By:
Printed:
Title:
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Anne Clarke - TIF Agreement.doc Page 9
EXHIBIT A
DEPICTION OF PROPERTY
(Rings/Frantz Campus)
A9A
f Anne Clarke - TIF Agreement.doc Page 10'
EXHIBIT B
DESCRIPTION OF PROJECT
B-10
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s•~
Anne Clarke - TIF Agreement.doc Page 11
EXHIBIT C
DESCRIPTION OF THE PUBLIC IMPROVEMENTS
'-11
11-
Anne Clarke - TIF Agreement.doc Page 12
EXHIBIT D
DESCRIPTION OF PUBLIC IMPROVEMENT RIGHT-OF-WAY
D-12
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