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58-05 Ordinance AMENDED RECORD OF ORDINANCES Dayton Leeal Blank, Inc. Form No. 30043 58-05 (Amended) Ordinance No. Passed 20 AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES FOR THE PURPOSES OF ENCOURAGING THE LOCATION OF LTF REAL ESTATE COMPANIES, INC. WITHIN THE CITY OF DUBLIN WHICH INCLUDE, DECLARING IMPROVEMENTS TO CERTAIN REAL PROPERTY TO BE DEVELOPED AS A LIFETIME FITNESS FACILITY TO BE A PUBLIC PURPOSE, DESCRIBING THE PUBLIC INFRASTRUCTURE IMPROVEMENTS TO BE MADE EL F SUCH DEVELOPMENT TO BENEFIT THE PARC S O RE UIRING THE OWNER THEREOF TO MAKE SERVICE Q PAYMENTS IN LIEU OF TAXES PROVIDING FOR THE FRANKLIN COUNTY TREASURER TO DISTRIBUTE SERVICE PAYMENTS TO THE DUBLIN CITY SCHOOL DISTRICT IN THE AMOUNT IT WOULD OTHERWISE RECEIVE ABSENT THE EXEMPTION, CREATING A MUNICIPAL PUBLIC IMPROVEMENT TAX INCREMENT EQUIVALENT FUND FOR THE DEPOSIT OF THE BALANCE OF SUCH SERVICE PAYMENTS, AND AUTHORIZING THE EXECUTION OF AN ECONOMIC DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT. WHEREAS LTF Real Estate Com anies Inc. the "Owner" now or will soon own certain ( ) p . . arcels of real roe a de action of which is attached hereto as Exhibit A and referred to herein p P P rtY ( p r f rred to r 1 c m risin the real roe within the TIF Area e e as the TIF Area ,with the pa ce s o p g p p riy herein as the "Parcels" and each individually as a "Parcel") which are located in the City; and WHEREAS, the Owner, or its successors or assigns, expects to develop commercial projects in the TIF Area, including, but not limited to, an approximately 110,000 square foot fitness facility with indoor and outdoor pools, a gymnasium and a fitness center (collectively, the "Project") and this Council expects to make the public infrastructure improvements described on Exhibit B that once made will directly benefit the TIF Area; 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 directly 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 the balance of such service payments shall be deposited; 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 TIF Area pursuant to Ohio Revised Code Section 5709.42; and WHEREAS, the City has determined that a portion of the service payments shall be paid to the Dublin City School District in an amount equal to the real property taxes that the Dublin City School District would have been paid if improvements to the Parcels had not been exempted from taxation pursuant to this Ordinance; and WHEREAS, this Council has determined to provide for the execution and delivery of an Economic Development and Tax Increment Financing Agreement to provide for the development of the TIF Area; and WHEREAS, this Council finds and determines that notice of this proposed Ordinance has been delivered to all affected school districts in accordance with Ohio Revised Code Sections 5709.40 and 5709.83 and hereby ratifies the giving of that notice; NOW, THEREFORE, BE IT ORDAIIV~D by the Council of the City of Dublin, Delaware, Franklin and Union Counties, Ohio, of the elected members concurring, that: Section 1. Tax Exemption. 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 RECORD OF ORDINANCES Davton Leeul Blank, Inc. Form No. 30043 58-OS Page 2 Ordinance No. Passed . 20 assessed value of each Parcel subsequent to the effective date of this Ordinance (which increase in assessed value is hereinafter referred to as the "Improvement" as that term is further defined in Section 5709.40) is hereby declared to be a public purpose and shall be exempt from taxation for a period commencing with the first tax year that begins after the effective date of this Ordinance in which an Improvement due to a Project structure first appears on the tax list and duplicate of real and public utility property and ending on the earlier of (a) thirty (30) years after such exemption commenced or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40 and 5709.42. Section 2. Payment of Service Payments. As provided in Ohio Revised Code Section 5709.42, the owner of each Parcel is hereby required to and shall make service payments in lieu of taxes with respect to the Improvements allocable thereto to the Treasurer of Franklin County, Ohio (the "County Treasurer") on or before the final dates for payment of real property taxes. Each service payment in lieu of taxes shall be charged and collected in the same manner and in the same amount as the real property taxes that would have been charged and payable against that Parcel if it were not exempt from taxation pursuant to Section 1 of this Ordinance, including any penalties and interest (collectively, the "Service Payments"). The Service Payments, and any other payments with respect to each Parcel that are received by the County Treasurer in connection with the reduction required by Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, 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 "Property Tax Rollback Payments"), shall be allocated and distributed in accordance with Section 3 of this Ordinance. Section 3. Distribution of Payments to School District and City. Pursuant to Ohio Revised Code Sections 5709.40 and 5709.42, the County Treasurer is requested to distribute the Service Payments and the Property Tax Rollback Payments as follows: • to the Dublin City School District, an amount equal to the amounts the Dublin City School District would otherwise receive as real property tax payments (including the applicable portion of any Property Tax Rollback Payments) derived from the Improvement to the Parcels located within the Dublin City School District absent the passage of this Ordinance, and • to the City, all remaining amounts for further deposit into the Fund (as defined in Section 4 of this Ordinance). All distributions required under this Section 3 are requested to be made at the same time and in the same manner as real property tax distributions. Section 4. Creation of TIF Fund. This Council hereby establishes, pursuant to and in accordance with the provisions of Ohio Revised Code Section 5709.43, the LTF Real Estate Companies, Inc. Project Municipal Public Improvement Tax Increment Equivalent Fund (the "Fund"). The Fund shall be maintained in the custody of the City and shall receive all distributions required to be made to the City pursuant to Section 3 of this Ordinance. Those Service Payments and Property Tax Rollback Payments received by the City with respect to the Improvements on the Parcels and so deposited 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 and Property Tax Rollback Payments are collected and used for the aforesaid purposes, after which time said Fund shall be dissolved and any surplus funds remaining therein transferred to the City's General Fund, all in accordance with Ohio Revised Code Section 5709.43. Section 5. Public Infrastructure Improvements. The public infrastructure improvements set forth in Exhibit B 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 Parcels (the "Infrastructure Improvements"). Section 6. Economic Development and TIF Agreement. The Economic Development and Tax Increment Financing Agreement relating to the TIF Area, in the form presently on file with the Clerk of Council, providing for, among other things, the payment of Service Payments, 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. The City RECORD OF ORDINANCES D~iyton Leal Blank Inc Form No 30043 58-OS Page 3 Ordinance No. Passed , 20 Manager, for and in the name of this City, is hereby authorized to execute that Economic Development and Tax Increment Financing Agreement, provided further that the approval of changes thereto by that official, and their character as not being substantially adverse to the City, shall be evidenced conclusively by her 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 and take such actions as are necessary and proper for collection of the Service Payments from the owners of Parcels. Section 7. Further Authorizations. 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 8. Notification of Passage. Pursuant to Ohio Revised Code Section 5709.40, the Clerk of 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 of this Ordinance remains in effect, the Clerk of Council 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 Ohio Revised Code Section 5709.40. Section 9. Open Meetings. This Council finds and determines that all formal actions of this Council and any of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council or committees, and that all deliberations of this Council and any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law including Ohio Revised Code Section 121.22. Section 10. Effective Date: This Ordinance shall be in full force and effect on the earliest date permitted by law. I igned: Mayor -Presiding Officer Attest: Clerk of Council Passed: ~ ~'f 0 ~ ~ ~ , 2005 Effective: ~ 6 y~'{~h.~~ ~ LO , 2005 I hereby certify that copies of this Ordinance/Resolution were posted in the City of Dublin in accordance with Section 731.25 of the Ohio Revised Code. De y Clerk of Council, Dublin, Ohio EXHIBIT A DESCRIPTION OF TIF AREA The following real estate situated in the City of Dublin, County of Franklin and State of Ohio, as bounded and described as follows: Tax Parcel No. 273009899, 273010205 and 273008627 A-1 O ~ f Z p , w{ ~ ~ MMES ~R, , ~ O w ~ - t" a C J ° ~~F'P W ~ } su Fo~K ~R 3 ~ ~ ~ ~A s ~ M RFDR _ ~RD ?Zp _ _ BRIDG~NY ~~~~IfF{kfN Z ~ .J ~ O ~ ~ ~ ~ -COLLINFORD DR o , y'~Q~ Q ~ ~ " h ~ '.r ' D RD HARD RD ~ ~ ~ _ J ZZ _ f ~ ~ I ~ _ ~ G ~ ~ ~ w by O z~ ~ ~ r ~ Q Q' J~ .rn' ~ ~ t Q o e i ~ ~ o0 } - ~ - ti ~ THW2NFIE LN ~r i y - - - - ~ a a a i Q ~ 4 ~ 6 D~ - ii BRIT ~ rt S~W9tlltcY$Lf n Q ~ INVERNESS ~ ~--_.__1 ~ - J r- i f N ~ ~ i,-, \ ~ ~ BILLING EY Rte B k,-fMGSLEY RB ; W E ~ ~ ~ - t ~ j~ ~ ~ MARKET CE ~ 5 EXHIBIT B DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS The Infrastructure Improvements include the construction of the following improvements and all related costs (as defined in Ohio Revised Code Section 133.15(B)): • construction of Emerald Parkway from Riverside Drive to Sawmill Road; • roadway improvements (including intersection improvements) to Bright Road; • stormwater improvements in the area in and around the TIF Area including, but not limited to, the construction of a detention basin and resizing culverts in the MacBeth Drive/Grandee Cliff/Bright Road area; • intersection improvements at Summitview Road and Riverside Drive and Sawmill Road; and • intersection improvements (including additional turn lanes) at Sawmill Road and Hard Road; together with constructing and installing curbs and gutters, public utilities which include water mains, sanitary sewer, and storm sewer, stormwater improvements, burial of utility lines, gas, electric and communications service facilities (including fiber optics), street lighting, sidewalks, bikeways, and landscaping, traffic signalization, and including design and other related costs, any right-of--way or real estate acquisition, erosion and sediment control measures, grading, drainage and other related work, survey work, soil engineering and construction staking, and in each case, all other costs and improvements necessary and appurtenant thereto. B-1 City Manager 5200 Emerald Parkway • Dublin, OH 43017 Phone: 614-410-4400 • Fax: 614-410-4490 CITY OF DUBLIN M e m o To: Members of Dublin City Council From: Jane S. Brautigam, City Manag~ Date: October 13, 2005 Initiated By: Marsha I. Grigsby, Director of Finance r~~U~-- Re: Ordinance No. 58-05, An Ordinance Authorizing the Execution of an Economic Development and Tax Increment Financing Agreement for the Lifetime Fitness Development SUMMARY: Ordinance No. 58-OS has been amended to reflect a name change for the owners of the property. LTF Real Estate Company, Inc. is the official name that will be recorded as the owner of the parcels involved. The Economic Development and Tax Increment Financing Agreement (EDA/TIF) has also been amended to reflect the name change. In addition to the name change, Section 10 of the EDA/TIF has been modified to include the following: a. Emerald Parkway - subject to the normal review and approval process, the access easement to be provided to Lifetime by the City will be sufficient to allow for a monument sign within the easement. - as stated in Section 10 (b), the completion of the road improvements is not required prior to the issuance of the certificate of occupancy. Adding this statement is consistent with what has been approved by the City Engineer. - the City Engineer also has approved temporary full access off of Hard Road until such time that Emerald Parkway and the access roadway is complete, if necessary. b. Sawmill Road/Hard Road - the discussions for this project have been on-going, with a meeting as recently as October 12. - the modifications to this section provide that Lifetime will not be responsible for right-of-way acquisition cost within the City of Columbus except for those improvements that were identified in the Traffic Impact Study that was completed for their project and if the project costs that have been identified as Lifetime's proportionate share exceed $1 million the City will initially pay for those costs in excess of $1 million and be reimbursed through the TIF. Based on current information, it is anticipated that their proportionate share will be less than $lmillion. Section 11 includes minor modifications related to the timing of the transfer of land being dedicated to the City, Lifetime's desire to maintain the property they dedicate to the City, subject to the City's review and approval, and the addition of a restriction that the land be preserved as green space. A call has been made to Carl Berg, Superintendent of the Joint Vocational School, as discussed at the October 3 City Council meeting. RECOMMENDATION: It is staff s recommendation that City Council adopt Ordinance No. 58-OS at the October 17, 2005 City Council meeting. City Manager 5200 Emerald Parkway • Dublin, OH 43017 Phone: 614-410-4400 • Fax: 614-410-4490 f.1TY OF DUBLIN M e m o To: Members of Dublin City Council From: Jane S. Brautigam, City Manager; c.~.v.~.. 5 Date: September 26, 2005 Initiated By: Marsha I. Grigsby, Director of Finance Re: Ordinance No. 58-05, An Ordinance Authorizing the Execution of an Economic Development and Tax Increment Financing Agreement for the Lifetime Fitness Development SUMMARY: Ordinance No. 58-OS will establish anon-school tax increment financing (TIF) district for the parcels included in the proposed Lifetime Fitness development which is located west of Sawmill Road and south of Hard Road. Lifetime Fitness is proposing to construct atwo-story, 100,000 plus square foot health and fitness center that is estimated to cost approximately $20 million. Based on current tax rates, it is estimated the City will receive approximately $200,000 in service payments per year to fund the public infrastructure improvements included in the Description of Public Infrastructure Improvements. As provided for in the Ohio Revised Code, anon-school TIF district may be in place for a period of 30 years or until the City is reimbursed for the public improvements. We do not have cost estimates for all of the public improvement projects that will be supported by this proposed TIF and several of the projects will be supported by other TIF districts in addition to this TIF. As a result, we do not have an estimate on the period of time that this TIF will be in effect. For planning purposes, we will estimate the TIF district will be in place for the maximum period allowed by Ohio law, 30 years. Similar to the recently authorized Kroger Centre TIF, this project will create an additional revenue stream for public improvement projects that will benefit the proposed Lifetime Fitness project, the general area and the community, with the most significant of those projects being the final phases of Emerald Parkway. The proposed project is estimated to generate $60,000 per year in additional income tax revenues based on a project annual payroll of $3 million. The proposed development also will provide an additional facility to help meet the growing recreation and fitness needs of our community. As stated above, the proposed Lifetime Fitness TIF will be anon-school TIF. As a result, the Dublin School District (the School District) will receive service payments based on their total effective millage which includes both inside and outside millage. The service payments will be calculated the same as property taxes and will be distributed to the School District at the same time that property tax revenues are distributed. Based on the 2004 effective tax rates, the School District will receive annual service payments in the amount of approximately $287,000. These revenues are credited to their General fund. The new private improvement values are considered "exempt" for property tax purposes and therefore are not reflected in the School District's assessed valuation total. This is beneficial to the School District because as assessed valuation increases the State school foundation aid payments made to the School District are decreased. Memorandum September 26, 2005 Page Two The other governmental jurisdictions in the proposed TIF district are: Franklin County, Tolles Joint Vocational School District, Washington Township and the City of Dublin. These governmental entities have both inside (unvoted) and outside (voted) millage. The outside or voted millage for the most part is the result of operating levies approved by the voters. In Franklin County several agencies have operating levies. For those agencies, the TIF will result in the new or additional annual tax revenue being deferred. Those agencies are as follows: Children Services $32,500 ADAMH 12,899 MRDD 43,021 Metro Parks 3,962 Zoo 4,397 Office on Aging 5,670 It's important to keep in mind how these dollars compare to the overall tax revenue collected by these agencies. Franklin County's total assessed value (tax year 2004) for real and personal property is in excess of $25.2 billion or approximately $75 billion in total estimated market value. In 2004, the Children Services agency received approximately $80 million in property tax revenue. The assessed value for this project, based on the estimated $20 million in market value, is $7.0 million. The total assessed valuation for all of the City's established TIF districts is $116.5 million or approximately four- tenths of one percent of Franklin County's total assessed valuation. Washington Township has several operating levies for fire and EMS service. The total additional revenue deferred for these levies is approximately $59,500. Based on the estimated value of $20 million for the private improvements in the TIF district, the annual impact from the inside or unvoted millage would be as follows: Franklin County $10,290 Tolles Joint Vocation School District 3,500 Washington Township 3,500 City of Dublin 12,250 With exception of the City, the revenues are credited to the governmental entities' General Fund. This Ordinance also provides for economic development incentives relating to Lifetime Fitness' share of the construction costs for the improvements to the Sawmill Road/Hard Road intersection and the tree replacement fees associated with the development of this site. City staff, subject to City Council's approval, has agreed to fund up to $500,000 of the construction cost for Sawmill Road/Hard Road intersection improvement project. Any Lifetime Fitness obligation in excess of $500,000 will be paid by Lifetime Fitness. Both the City and Lifetime Fitness will be reimbursed (the City first, then Lifetime Fitness) through the TIF district that is being proposed. Based on the estimated service payments, the City will be reimbursed in approximately 2.5 years. Memorandum September 26, 2005 Page Three The Engineering staff is working with the City of Columbus, the developers of the Kroger Centre project and Lifetime Fitness to identify the improvements to be completed, when they will be completed and the allocation of the costs. As you are aware, the intent of the City's Tree Preservation Ordinance is to preserve and protect trees. The proposed Lifetime Fitness site is heavily wooded and they have worked to minimize tree loss on the site. In the past, the City has worked with developers to meet the intent of the Ordinance and has recommended waivers for tree replacement fees based on efforts to preserve trees. The proposed agreement provides for a waiver of the tree replacement fee for this development in exchange for Lifetime Fitness dedicating to the City the approximately 3 acre area, which had been proposed for use as an out parcel, located at the southeast corner of the intersection of Emerald Parkway and Hard Road and contributing $150,000 to the City for tree replacement, payable in three (3) $50,000 installments. This dedication of land will preserve an area with a significant stand of trees and will maintain a greenway along Hard Road to Emerald Parkway. The city has also committed to construct Emerald Parkway -Phase SB in 2006. The construction of this phase (Hard Road to just north of Bright Road) of Emerald Parkway has been programmed in the City's 2006 - 2010 Capital Improvements Program. RECOMMENDATION: It is staff's recommendation that City Council adopt Ordinance 58-OS at the second reading scheduled for the October 19, 2005 City Council meeting. T:\2005\054-ORD-58-OS MEMO.doc ECONOMIC DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT This Economic Development and Tax Increment Financing Agreement (the "Agreement"), made and entered into as of , by and among 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 Life Time Fitness, Inc., a Minnesota corporation (the "Owner"). WITNESSETH: WHEREAS, the Owner has acquired certain real property located in the City, a depiction of such real property is attached hereto as Exhibit A attached hereto, with such real property referred to herein as the "Property"; and WHEREAS, the Owner contemplates making or having made private improvements to the Property which are more fully described in Exhibit B attached hereto (the "Private Improvements"); and WHEREAS, it is necessary to construct or to cause to be constructed certain public infrastructure improvements (as described in Exhibit C attached hereto and referred to herein as the "Public Infrastructure Improvements"), which the City and the Owner agree will directly benefit the Private Improvements and the Property; and WHEREAS, the City, by its Ordinance No. passed (the "Ordinance"), has declared that 100% of the increase in the assessed value of the Property subsequent to the effective date of the Ordinance (such increase hereinafter referred to as the "Improvement" as further defined in Ohio Revised Code Section 5709.40 and the Ordinance) is a public purpose and is exempt from taxation for a period commencing with the first tax year that begins after the effective date of this Ordinance in which an Improvement due to a Private Improvement structure first appears on the tax list and duplicate of real and public utility property and ending on the earlier of (a) thirty (30) years after such exemption commenced or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40 and 5709.42 (the "TIFExemption"); and WHEREAS, the City has determined that it is necessary and appropriate and in the best interests of the City to provide for the owner of any portion of the Property to make service payments in lieu of taxes with respect to such Property (the "Service Payments"), which Service Payments will be used to pay costs of construction of the Public Infrastructure Improvements and distributed to the Dublin City School District (the "School District"), all pursuant to and in accordance with Ohio Revised Code Sections 5709.40, 5709.42, 5709.43 and 5709.91 (collectively, the "TIFStatutes"); and WHEREAS, to provide for the collection of the Service Payments and to enable the Private Improvements and Public Infrastructure Improvements to be developed, the parties desire to enter into this Agreement on the terms as hereinafter provided; NOW, THEREFORE, in consideration of the premises and covenants contained herein and to induce the City to proceed with the construction of the Public Infrastructure Improvements, the parties hereto agree to the foregoing and as follows: Section 1 -Service Payments. The Owner hereby agrees to make Service Payments attributable to its period of ownership of the Property, all pursuant to and in accordance with the requirements of the TIF Statutes, the Ordinance and any subsequent amendments or supplements thereto. Service Payments will be made semiannually to the Franklin County Treasurer (or to such treasurer's designated agent for collection of the Service Payments) on or before the date on which real property taxes would otherwise be due and payable for the Property. Any late payments will bear penalties and interest at the then current rate established under Ohio Revised Code Sections 323.121 and 5703.47 or any successor provisions thereto, as the same maybe amended from time to time. Service Payments will be made in accordance with the requirements of the TIF Statutes and the Ordinance and will be in the same amount as the real property taxes that would have been charged and payable against the Improvement (after credit for any other payments received by the City under Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, or any successor provisions thereto, as the same maybe amended from time to time, and are referred to herein as the "Property Tax Rollback Payments") had the TIF Exemption not been granted, including any penalties and interest. The Owner will not, under any circumstances, be required for any tax year to pay both real property taxes and Service Payments with respect to the Improvement, whether pursuant to Ohio Revised Code Section 5709.42 or this Agreement. The City and the Owner agree that the Lifetime Fitness Project Municipal Public Improvement Tax Increment Equivalent Fund created in Section 4 of the Ordinance (the "Fund")will receive all Property Tax Rollback Payments and Service Payments made with respect to the Property that are payable to the City. Section 2 -Declaration of Covenants; Priority of Lien. It is intended and agreed, and it will be so provided by the Owner in a declaration relating to the Property (the "Declaration") that the covenants provided in Sections 1, 2, 3 and 9 of this Agreement are covenants running with the land and that they will, in any event and without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit and in favor of and enforceable by the City and any third party beneficiaries against any owner of a portion of the Property with respect to that owner's period of ownership of that portion of the Property, whether or not this Agreement remains in effect or whether or not such provision is included by an owner in any deed to such owner's successors and assigns. It is further intended and agreed that these agreements and covenants will remain in effect for the full period of exemption permitted in accordance with the requirements of the TIF Statutes and the Ordinance enacted pursuant thereto. Such covenants running with the land will have priority over any other lien or encumbrance on the Property and any improvements thereon, except for such title exceptions as are approved in writing by the City, and the Owner will, upon the City's request, cause any and all holders of mortgages or other liens existing on the Property as of the time of recording of the Declaration to subordinate such mortgage or lien to those covenants running with the land. The -2- parties acknowledge that the provisions of Ohio Revised Code Section 5709.91, which specify that the Service Payments will be treated in the same manner as taxes for all purposes of the lien described in Ohio Revised Code Section 323.11 including, but not limited to, the priority of the lien and the collection of Service Payments, will apply to this Agreement and to the Property and any improvements thereon. Section 3 -Exemption Applications. The City and the Owner agree to cooperate in the preparation, execution and filing of all necessary applications and supporting documents to obtain from time to time the TIF Exemption and to enable the City to collect Service Payments with respect to the Property. The City will perform such acts as are reasonably necessary or appropriate to effect, claim, reserve and maintain the TIF Exemption and collect the Service Payments including, without limitation, joining in the execution of all documentation and providing any necessary certificate required in connection with the TIF Exemption or the Service Payments. The Owners authorize the City to file any applications necessary to obtain from time to time the TIF Exemption as provided in the TIF Ordinance. Section 4 - Payment to School District of All School District Tax Revenues. As provided in the Ordinance, the School District will receive, at the same time and in the same manner as real property tax payments, all amounts it would otherwise receive as real property tax payments from the Improvement absent the passage of the Ordinance. 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 necessary to demonstrate to the City's satisfaction that the covenants running with the land provided the Declaration are prior and superior to any other liens, encumbrances or other title exceptions, except for those which are approved in writing by the City. Section 6 -Release. Upon satisfaction of the Owner's obligations under this Agreement and termination of the Owner's obligation to make the Service Payments, the City will, upon the request of the Owner, execute an instrument in recordable form evidencing such termination and releasing the covenants running with the land set forth in the Declaration. Section 7 -Estoppel Certificate. Within thirty (30) days after a request from any owner of a portion of the Property, the City will execute and deliver to that owner or any proposed purchaser, mortgagee or lessee of such portion of the Property, a certificate stating that with respect to such portion of the Property, if the same is true: (a) that this Agreement is in full force and effect; (b) that the requesting owner is not in default under any of the terms, covenants or conditions of this Agreement, or, if that owner is in default, specifying same; and (c) such other matters as that Owner reasonably requests. Section 8 -Representations of Owner. The Owner hereby represents that it has full power and authority to enter into this Agreement and carry out its terms. Section 9 -Tax Incentive Review Council. The Owner agrees to cooperate in all reasonable ways with, and provide necessary and reasonable information to, the designated Tax Incentive Review Council to enable that Tax Incentive Review Council to review and determine annually during the term of this Agreement the compliance of the Owner with the terms of this -3- Agreement. Any information supplied to such Tax Incentive Review Council will be provided solely for the purpose of monitoring the Owner's compliance with this Agreement. Section 10 -Public Infrastructure Improvements and Financing. a. Emerald Parkway: The City, at its sole expense, shall use its best efforts to complete the Public Infrastructure Improvements consisting of the construction of Emerald Parkway from Hard Road to just north of Bright Road by December 31, 2006. The City will acquire and provide to the Owner any necessary easements over the land that will be located between the eastern edge of Emerald Parkway and the western boundary of the Property as depicted on Exhibit D attached hereto. The Owner will be responsible for constructing and maintaining any improvements over such easements. b. Sawmill Road/Hard Road: The City shall be responsible for the design, permitting and construction of the Public Infrastructure Improvements to Sawmill Road and Hard Road described on Exhibit E attached hereto (the "Sawmill/Hard Road Improvements"); provided, however, that if the City of Columbus does not participate in the SawmilUHard Road Improvements the City will, in its sole discretion, determine which of the Sawmill/Hard Road Improvements to construct. The Owner agrees to pay to the City an amount equal to the amount by which the cost of the SawmilUHard Road Improvements that the Owner is responsible for (as indicated on Exhibit E) exceeds $500,000 (the "Excess Costs"). The Owner will pay such Excess Costs to the City within ten (10) days of receiving notice of the amount of such Excess Costs from the City. The City may notify the Owner of the Excess Costs in one or more notices. The City will reimburse the Owner for such Excess Costs payments made by the Owner solely from amounts available in the Fund after such time as the total cumulative deposits into the Fund exceed $500,000. Such reimbursements will be paid by the City to the Owner in at least one annual installment to the extent amounts for such reimbursements are available in the Fund. Except for the first $500,000 of cumulative deposits into the Fund, which may be used by the City at any time in its sole discretion, the City may use amounts in the Fund for any purpose authorized under the TIF Statutes and the Ordinance after such time as the Owner has been reimbursed for the Excess Costs amount it has paid to the City in full. The City will provide to the Owner upon request, until such time as the Owner has been fully reimbursed for the Excess Costs amount it has paid to the City, an accounting of the amounts deposited to the credit of the Fund and paid out of the Fund. The City agrees that completion of the Sawmill/Hard Road Improvements is not required prior to the issuance of the certificate of occupancy for the fitness facility portion of the Private Improvements. Section 11 -Tree Replacement. Subject to the review and approval of City Council, the City agrees to grant a tree waiver request to the Owner with respect to the Property and to waive all associated fees, provided that the Owner makes the following contributions: a. the Owner shall deed to Dublin a portion of the Property consisting of approximately three (3) acres, as depicted in Exhibit F attached hereto, which is generally located to the southeast of the intersection of Hard Road and Emerald Parkway (the "Dedicated Land"). When deeding the Dedicated Land, the Owner, at its sole discretion, may elect to retain an easement on and over the Dedicated Land that shall permit it to construct a hard and/or soft surface pedestrian pathway on the Dedicated Land and to maintain such pathway. Such a pathway shall be -4- constructed on the Dedicated Land at a location to be mutually agreed upon by the City and the Owner within thirty (30) days of the Owner serving written notice to the City's Parks Director that the Owner intends to commence construction of the pathway. b. the Owner shall make a donation of One Hundred Fifty Thousand Dollars ($150,000) (the "Donation") to the City's Tree Replacement account in its General Fund. The Donation shall be paid annually in three (3) equal installments of Fifty Thousand Dollars ($50,000) each, with the first such payment to be made on or before the first anniversary of the date of issuance for the certificate of occupancy for the fitness facility portion of the Private Improvements. Section 12 -Notices. All notices or other correspondence relating to this Agreement must be in writing (including e-mail or facsimile) and must be delivered or sent guaranteed overnight delivery, by facsimile or a-mail (to be followed by personal or overnight guaranteed deliver, if requested) or by postage prepaid registered or certified mail, return receipt requested, and will be deemed to be given for purposes of this Agreement on the date such writing is received by the intended recipient. Unless otherwise specified in a notice sent in accordance with this section, all communications in writing must be given to the parties at the following addresses: (i) the City at: City of Dublin, Ohio 5800 Shier Rings Road Dublin, Ohio 43016-7295 Attention: Economic Development Director (ii) the Owners at: [Owners to provide notice address] Section 13 -Successors; Assignment; Amendments, Changes and Modifications. This Agreement will be binding upon the Owner and its successors and assigns and the City and its successors and assigns. The parties may only assign this Agreement with the consent of all parties hereto, provided, however, that nothing in this Agreement prevents the Owner from transferring any or all of its interest in the Private Improvements or the Property to another person or entity. This Agreement may only be amended by written instrument executed by all parties to this Agreement. Section 14 -Extent of Covenants; No Personal Liability. All covenants, stipulations, obligations and agreements of the parties contained in this Agreement are effective and enforceable to the extent authorized and permitted by applicable law. The obligations of the City maybe enforced to the extent permitted by law by mandamus or any suit or proceeding in law or equity. No such covenant, stipulation, obligation or agreement will be deemed a covenant, stipulation, obligation or agreement of any present or future member, officer, agent, or employee of any of the parties hereto in their individual capacity. Section 15 - Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, said provision will be fully severable. This Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this -5- Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible that is and will be legal, valid and enforceable. Section 16 -Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Section 17 -Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters covered herein and supersedes prior agreements and understandings between the parties. Section 18 -Governing Law and Choice of Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio. All claims, counterclaims, disputes and other matters in question between the City, its employees, contractors, subcontractors and agents, and the Owner, its employees, contractors, subcontractors and agents arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within the State of Ohio. (Remainder of page intentionally left blank -signatures begin on following page) -6- IN WITNESS WHEREOF, the City and the Owner have caused this Economic Development and Tax Increment Financing Agreement to be executed in their respective names by their duly authorized officers as of the date hereinabove written. CITY OF DUBLIN, OHIO By: Printed: Jane Brauti~am Title: City Manager By: Printed: Marsha I. Grigsby Title: Director of Finance Approved as to Form: By: Printed: St~hen J Smith Title: Director of Law HOSPITAL PROPERTIES INC. By: Printed: Title: FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City under the foregoing Economic Development and Tax Increment Financing Agreement, certifies hereby that the moneys required to meet the obligations of the City during the year 2005 under the foregoing Economic Development and Tax Increment Financing 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 Ohio Revised Code Sections 5705.41 and 5705.44. Dated: , 2005 Marsha I. Grigsby Director of Finance City of Dublin, Ohio EXHIBIT A PROPERTY [Include Property Depiction] EXHIBIT B PRIVATE IMPROVEMENTS The Private Improvements are expected to consist of various commercial projects, including, but not limited to, an approximately 110,000 square foot fitness facility with indoor and outdoor pools, a gymnasium and a fitness center. EXHIBIT C PUBLIC INFRASTRUCTURE IMPROVEMENTS The Public Infrastructure Improvements include the construction of the following improvements and all related costs (as defined in Ohio Revised Code Section 133.15(B)): • construction of Emerald Parkway from Riverside Drive to Sawmill Road; • roadway improvements (including intersection improvements) to Bright Road; • stormwater improvements in the area in and around the TIF Area including, but not limited to, the construction of a detention basin and resizing culverts in the MacBeth Drive/Grandee Cliff/Bright Road area; • intersection improvements at the intersections of Summitview Road and Riverside Drive and Sawmill Road; and • intersection improvements (including additional turn lanes) at the intersection of Sawmill Road and Hard Road; together with constructing and installing curbs and gutters, public utilities which include water mains, sanitary sewer, and storm sewer, stormwater improvements, burial of utility lines, gas, electric and communications service facilities (including fiber optics), street lighting, sidewalks, bikeways, and landscaping, traffic signalization, and including design and other related costs, any right-of--way or real estate acquisition, erosion and sediment control measures, grading, drainage and other related work, survey work, soil engineering and construction staking, and in each case, all other costs and improvements necessary and appurtenant thereto. EXHIBIT D EASEMENTS [Include Easement Depiction] EXHIBIT E SAWMILL/HARD ROAD IMPROVEMENTS [Include Breakdown of SawmilUHard Road Improvements and Responsibilities] EXHIBIT F DEDICATED LAND [Include Depiction/Description of Dedicated Land] * * I}ruft of ~~er-3F~October 13, 200.5 ECONOMIC DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT This Economic Development and Tax Increment Financing Agreement (the "Agreement"), made and entered into as of , by and among 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 ~;=~I=i-~~~rn:.TTL TF Real _ Estate_ Con~an~, Inc., a Minnesota corporation (the "Owner"). WITNESSETH: WHEREAS, the Owner has acquired certain real property located in the City, a depiction of such real property is attached hereto as Exhibit A attached hereto, with such real property referred to herein as the "Property"; and WHEREAS, the Owner contemplates making or having made private improvements to the Property which are more fully described in Exhibit B attached hereto (the "Private Improvements"); and WHEREAS, it is necessary to construct or to cause to be constructed certain public infrastructure improvements (as described in Exhibit C attached hereto and referred to herein as the "Public Infrastructure Improvements"), which the City and the Owner agree will directly benefit the Private Improvements and the Property; and WHEREAS, the City, by its Ordinance No. passed (the "Ordinance"), has declared that 100% of the increase in the assessed value of the Property subsequent to the effective date of the Ordinance (such increase hereinafter referred to as the "Improvement" as further defined in Ohio Revised Code Section 5709.40 and the Ordinance) is a public purpose and is exempt from taxation for a period commencing with the first tax year that begins after the effective date of this Ordinance in which an Improvement due to a Private Improvement structure first appears on the tax list and duplicate of real and public utility property and ending on the earlier of (a) thirty (30) years after such exemption commenced or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40 and 5709.42 (the "TIF Exemption"); and WHEREAS, the City has determined that it is necessary and appropriate and in the best interests of the City to provide for the owner of any portion of the Property to make service payments in lieu of taxes with respect to such Property (the "Service Payments"), which Service Payments will be used to pay costs of construction of the Public Infrastructure Improvements and distributed to the Dublin City School District (the "School District"), all pursuant to and in accordance with Ohio Revised Code Sections 5709.40, 5709.42, 5709.43 and 5709.91 (collectively, the "TIF Statutes"); and WHEREAS, to provide for the collection of the Service Payments and to enable the Private Improvements and Public Infrastructure Improvements to be developed, the parties desire to enter into this Agreement on the terms as hereinafter provided; k ~ 1)rufi of -?-~Oc~tober 13. 2l1(I i NOW, THEREFORE, in consideration of the premises and covenants contained herein and to induce the City to proceed with the construction of the Public Infrastructure Improvements, the parties hereto agree to the foregoing and as follows: Section 1 -Service Payments. The Owner hereby agrees to make Service Payments attributable to its period of ownership of the Property, all pursuant to and in accordance with the requirements of the TIF Statutes, the Ordinance and any subsequent amendments or supplements thereto. Service Payments will be made semiannually to the Franklin County Treasurer (or to such treasurer's designated agent for collection of the Service Payments) on or before the date on which real property taxes would otherwise be due and payable for the Property. Any late payments will bear penalties and interest at the then current rate established under Ohio Revised Code Sections 323.121 and 5703.47 or any successor provisions thereto, as the same may be amended from time to time. Service Payments will be made in accordance with the requirements of the TIF Statutes and the Ordinance and will be in the same amount as the real property taxes that would have been charged and payable against the Improvement (after credit for any other payments received by the City under Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, or any successor provisions thereto, as the same may be amended from time to time, and are referred to herein as the "Property Tax Rollback Payments") had the TIF Exemption not been granted, including any penalties and interest. The Owner will not, under any circumstances, be required for any tax year to pay both real property taxes and Service Payments with respect to the Improvement, whether pursuant to Ohio Revised Code Section 5709.42 or this Agreement. The City and the Owner agree that the Lifetime Fitness Project Municipal Public Improvement Tax Increment Equivalent Fund created in Section 4 of the Ordinance (the "Fund") will receive all Property Tax Rollback Payments and Service Payments made with respect to the Property that are payable to the City. Section 2 -Declaration of Covenants; Priority of Lien. It is intended and agreed, and it will be so provided by the Owner in a declaration relating to the Property (the "Declaration") that the covenants provided in Sections 1, 2, 3 and 9 of this Agreement are covenants running with the land and that they will, in any event and without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit and in favor of and enforceable by the City and any third party beneficiaries against any owner of a portion of the Property with respect to that owner's period of ownership of that portion of the Property, whether or not this Agreement remains in effect or whether or not such provision is included by an owner in any deed to such owner's successors and assigns. It is further intended and agreed that these agreements and covenants will remain in effect for the full period of exemption permitted in accordance with the requirements of the TIF Statutes and the Ordinance enacted pursuant thereto. Such covenants running with the land will have priority over any other lien or encumbrance on the Property and any improvements thereon, except for such title exceptions as are approved in writing by the City, and the Owner will, upon the City's request, cause any and all holders of mortgages or other liens existing on the Property as of the time of recording of the -2- * * I)ruft Uf ~~~t--?c~,4ctober 13s 2(1~~ Declaration to subordinate such mortgage or lien to those covenants running with the land. The parties acknowledge that the provisions of Ohio Revised Code Section 5709.91, which specify that the Service Payments will be treated in the same manner as taxes for all purposes of the lien described in Ohio Revised Code Section 323.11 including, but not limited to, the priority of the lien and the collection of Service Payments, will apply to this Agreement and to the Property and any improvements thereon. Section 3 -Exemption Applications. The City and the Owner agree to cooperate in the preparation, execution and filing of all necessary applications and supporting documents to obtain from time to time the TIF Exemption and to enable the City to collect Service Payments with respect to the Property. The City will perform such acts as are reasonably necessary or appropriate to effect, claim, reserve and maintain the TIF Exemption and collect the Service Payments including, without limitation, joining in the execution of all documentation and providing any necessary certificate required in connection with the TIF Exemption or the Service Payments. The Owners authorize the City to file any applications necessary to obtain from time to time the TIF Exemption as provided in the TIF Ordinance. Section 4 - Payment to School District of All School District Tax Revenues. As provided in the Ordinance, the School District will receive, at the same time and in the same manner as real property tax payments, all amounts it would otherwise receive as real property tax payments from the Improvement absent the passage of the Ordinance. 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 necessary to demonstrate to the City's satisfaction that the covenants running with the land provided the Declaration are prior and superior to any other liens, encumbrances or other title exceptions, except for those which are approved in writing by the City. Section 6 -Release. Upon satisfaction of the Owner's obligations under this Agreement and termination of the Owner's obligation to make the Service Payments, the City will, upon the request of the Owner, execute an instrument in recordable form evidencing such termination and releasing the covenants running with the land set forth in the Declaration. Section 7 -Estoppel Certificate. Within thirty (30) days after a request from any owner of a portion of the Property, the City will execute and deliver to that owner or any proposed purchaser, mortgagee or lessee of such portion of the Property, a certificate stating that with respect to such portion of the Property, if the same is true: (a) that this Agreement is in full force and effect; (b) that the requesting owner is not in default under any of the terms, covenants or conditions of this Agreement, or, if that owner is in default, specifying same; and (c) such other matters as that Owner reasonably requests. Section 8 -Representations of Owner. The Owner hereby represents that it has full power and authority to enter into this Agreement and carry out its terms. Section 9 -Tax Incentive Review Council. The Owner agrees to cooperate in all reasonable ways with, and provide necessary and reasonable information to, the designated Tax Incentive Review Council to enable that Tax Incentive Review Council to review and determine -3- :lx :e 'X Draft Of ~~OctoGer 13= 2(107 ~ annually during the term of this Agreement the compliance of the Owner with the terms of this Agreement. Any information supplied to such Tax Incentive Review Council will be provided solely for the purpose of monitoring the Owner's compliance with this Agreement. Section 10 -Public Infrastructure Improvements and Financing. a. Emerald Parkway: The City, at its sole expense, shall use its best efforts to complete the Public Infrastructure Improvements consisting of the construction of Emerald Parkway from Hard Road to just north of Bright Road by December 31, 2006. The City will acquire and provide to the Owner any necessary easements hich shall _tlclude_the r _ght o...place a monument sitm, such sign bein > sub~ect to the review and a royal of the City, within said . ~ . __.........1~........_ . easement area) over the land that will be located between the eastern edge of Emerald Parkway and the western boundary of the Property as depicted on Exhibit D attached hereto.... _the "la~~~~ulcl Paj-k~•vay Easements"). The Owner will be responsible for constructing and maintaining any x.. improvements over such easements. T'he City aa~rees_that_con~letion of the Public Infrastnicture Im_proye~nents to Etnelald...._Parkway is not. reyu,ned.._.._n.or to the is~uance...gf the certificate c~_f occupancy for the fitness fac hty portion of the Pn~ ate Impro~ einents _Thc Cit~• also, a~rccs to - _ allow full movement traffic access between tht_P7 ~erty_and I_lard_Road until. such time as bath: i EtneTald Parkcvav _ts o. en for ctse _t~ the_. ~ener~al ~ubl~e a»d i.i the Fnlerald Parkway y__ _ _ :Easements hay e hec.n secured by the Cit~%__in favor of Owner; after such time, the__Cit~~ will allow n~ht in, right-out acc._ess only between the_Pronerty and I-1ard_Road. b. Sawmill Road/Hard Road: The City shall be responsible for the design, permitting and construction of the Public Infrastructure Improvements to Sawmill Road and Hard Road described on Exhibit E attached hereto (the "Sawmill/Hard Road Improvements"); provided, however, that if the City of Columbus does not participate in the Sawmill/Hard Road Improvements the City will, in its sole discretion, determine which of the Sawmill/Hard Road Improvements to construct. The O«net-__shall.. not he reshonstl?l.e fir the...costs _of.the._acgr?_stt~on of any_t.i lit-of--way that is located within the, corporate limits of the City. ~f Columbus ~~ith the exceation of any rir~ht-of way needs identrlred in the Traffic Impact Study completed for the - Prr~~ate.Improvemerlts_, and s~rch_c,~sts, should _they arise, shall nit: be included._as a part cif the Excess Costs (as defined below). The C:ty...a~rees ta....pa~, fc~r the_ tirst _$500,000 ~f _c,osts of the Sa«-mill!Hard__Road Improvements The Owner agrees to pay to the City an amount equal to the amount by which the cost of the Sawmill/Hard Road Improvements that the Owner is responsible for (as indicated on Exhibit E) exceeds $500,000 (the "Excess Costs")==tier--w+1-1-pa~u~~-l=~e~~rC=<3st7-t4~ thc~ity-~itl~-i~-tin-~1~1..i~ro~•ided~hawevcr, that the O~~~ner shall ul no event contribute more_than ~OO.OC)0. The City shall pay any portion of the total casts ol~ the Sawmill!Hard. Road lnlpro~ eanents.__not co~~_E,red by the..._O~~~ner's pay~nenls_ made._p~irsuant to _thrs__Sectron.....1 Ob ~i the City's initial .$500.000 contribution (such amount, together with the City`s initial $SOU 000 contribution, heremalter referred to as the "Total C'i~Coyzt~ ihartion"~. The; Owlier ill pav_~tny Excess Costs to the Cit~withrn .forty-fiv_e (45) days of receiving _ _ . notice of the amount of such Excess Costs from the Crty~.-subject to..Owner's reasonable_re~~iew and.. appro~:al.. of the...Excess. Cysts and....certifcat7on _bv Owner's des)Ilated _en~;tneer that. the: - - - improvements to be made as a result of the payment of the Elecss Costs have been conipletcd or -4- * ~ ~ I)r•uft of S~rrf~~=?~~ c offer 1 2f~lJ~ x are expected to be completed ~titthi~z.. a reasonable. a~noun___of tinge. The City may notify the Owner of the Excess Costs in one or more notices. The .~'tt~r shall bt reinburs.e...d for the _Total City Conanbuton as _tnon es are. collected._.n the Fund. _The City will reimburse the Owner for s~tal~anv Excess Costs payments made by the Owner solely from amounts available in the Fund after such time as the total cumulative deposits into the Fund exceed t~x~the. Total.._C~ty _Cc~ntrhuttc~ll, Such reimbursements will be paid by the City to the Owner in at least one annual installment to the extent amounts for such reimbursements are available in the Fund. ~ ~ . ~ Alter such time as the cumulative deposits into the Fund equal,_the, Taal Ci Y_Cvn_t;Tibuton, which curnulati_~~e._de_posi_ts. maybe used by the City at any time in its sole discretion, the City may use amounts in the Fund for any purpose authorized under the TIF Statutes and the Ordinance after such time as the Owner has been reimbursed for the Excess Costs amount it has paid to the City in full. The City will provide to the Owner upon request, until such time as the Owner has been fully reimbursed for the Excess Costs amount it has paid to the City, an accounting of the amounts deposited to the credit of the Fund and paid out of the Fund. The City agrees that completion of the Sawmill/Hard Road Improvements is not required prior to the issuance of the certificate of occupancy for the fitness facility portion of the Private Improvements. Section 11 -Tree Replacement. Subject to the review and approval of City Council, the City agrees to grant a tree waiver request to the Owner with respect to the Property and to waive all associated fees, provided that the Owner makes the following contributions: a. w'ithin_sixty 60) days after the City issues a huilditla t~er~nit to_Owner :for the ftrless. fac~hty.porttort....of the_.P~t~~ate hn ._rove7n:.ents~_..the Owner shall deed to Dublin a portion of the Property consisting of approximately #~f3tt~-thr~e and ~~:1~-cseven one-hundredths (4.13.07) _ g y. _ acres, as depicted in Exhibit F attached hereto, which is enerall located to the southeast of the intersection of Hard Road and Emerald Parkway (the "Dedicated Land"). When deeding the Dedicated Land, the Owner, at its sole discretion, may elect to do_any ~r all of the_ following: f i) retain an easement on and over the Dedicated Land that shall permit it to construct a hard and/or soft surface pedestrian pathway on the Dedicated Land and to maintain such pathway: SEt~13-a (ii) retain the abilit to maintain the Dedicated Land__ subject _to _thc reasonablc__review .and s y a~oval by City staffla and (liil imt~ose a restriction nrohibitin~ fiitttre use of the Dedicated _Land ~tl;te7,.than far a_. green...spaceconservatien area.... Tile pathway shall be constructed on the Dedicated Land at a location to be mutually agreed upon by the City and the Owner within thirty (30) days of the Owner serving written notice to the City''s Parks Director that the Owner intends to commence construction of the pathway. b. t1~The Owner shall make a donation of One Hundred Fifty Thousand Dollars ($150,000) (the "Donation") to the City's Tree Replacement account in its General Fund. The Donation shall be paid annually in three (3) equal installments of Fifty Thousand Dollars ($50,000) each, with the first such payment to be made on or before the first anniversary of the date of issuance for the certificate of occupancy for the fitness facility portion of the Private Improvements. Section 12 -Notices. All notices or other correspondence relating to this Agreement must be in writing (including e-mail or facsimile) and must be delivered or sent guaranteed -5- F ~ 1)ruft of ~~~r-?~Dctober 13; 2t10~ ~ overnight delivery, by facsimile or e-mail (to be followed by personal or overnight guaranteed deliver, if requested) or by postage prepaid registered or certified mail, return receipt requested, and will be deemed to be given for purposes of this Agreement on the date such writing is received by the intended recipient. Unless otherwise specified in a notice sent in accordance with this section, all communications in writing must be given to the parties at the following addresses: (i) the City at: City of Dublin, Ohio 5800 Shier Rings Road Dublin, Ohio 43016-7295 Attention: Economic Development Director (ii) the Owners at: ' ' ~ L.,TF ...Real 1=stag: Company, -Inc.. Attn• Director of Real. Estate & Develo~~nent _ 644' C qty Wesi.Pa~kw_a~r Eden Prairie, MN 5~ 344 Section 13 Successors; Assignment; Amendments, Changes and Modifications. This Agreement will be binding upon the Owner and its successors and assigns and the City and its successors and assigns. The parties may only assign this Agreement with the consent of all parties hereto, provided, however, that nothing in this Agreement prevents the Owner from transferring any or all of its interest in the Private Improvements or the Property to another person or entity. This Agreement may only be amended by written instrument executed by all parties to this Agreement. Section 14 -Extent of Covenants; No Personal Liability. All covenants, stipulations, obligations and agreements of the parties contained in this Agreement are effective and enforceable to the extent authorized and permitted by applicable law. The obligations of the City maybe enforced to the extent permitted by law by mandamus or any suit or proceeding in law or equity. No such covenant, stipulation, obligation or agreement will be deemed a covenant, stipulation, obligation or agreement of any present or future member, officer, agent, or employee of any of the parties hereto in their individual capacity. Section 15 - Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, said provision will be fully severable. This Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised apart of this Agreement and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible that is and will be legal, valid and enforceable. Section 16 -Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. -6- k ~ Druft of fiej~;~~;~~1~~=t--3~Octnber 13, 2(~O:s x x Section 17 -Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters covered herein and supercedes prior agreements and understandings between the parties. Section 18 -Governing Law and Choice of Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio. All claims, counterclaims, disputes and other matters in question between the City, its employees, contractors, subcontractors and agents, and the Owner, its employees, contractors, subcontractors and agents arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within the State of Ohio. (Remainder of page intentionally left blank -signatures begin on following page) -7- ~ Uruft of ~,~~l~t--~~,Octo%er 13. 2t~(I ~ IN WITNESS WHEREOF, the City and the Owner have caused this Economic Development and Tax Increment Financing Agreement to be executed in their respective names by their duly authorized officers as of the date hereinabove written. CITY OF DUBLIN, OHIO By: Printed: Jane Brauti~am Title: Cit~Mana~er By: Printed: Marsha I. Grimy Title: Director of Finance Approved as to Form: By: Printed: Stephen J. Smith Title: Director of Law I-IOL~I'-~A~._PRI~P-E-I~-E-S--I N E;. LTF RE 4L ESTATE CO'~IP.ANY, INC. By: Printed: Title: k x 13ruft cif ~~~t~©ctolier 13, 21107 ~ FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City under the foregoing Economic Development and Tax Increment Financing Agreement, certifies hereby that the moneys required to meet the obligations of the City during the year 2005 under the foregoing Economic Development and Tax Increment Financing 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 Ohio Revised Code Sections 5705.41 and 5705.44. Dated: , 2005 Marsha I. Grigsby Director of Finance City of Dublin, Ohio ~ "UruftUf~~t~Het-s~~,Oct~berT3s2(1(1~ x EXHIBIT A PROPERTY [Include Property Depiction] -r, Y Draft oaf ~~;~~ic;=t--~~~Octoi~er 13~ 2t10:~ ~ EXHIBIT B PRIVATE IMPROVEMENTS The Private Improvements are expected to consist of various commercial projects, including, but not limited to, an approximately 110,000 square foot fitness facility with indoor and outdoor pools, a gymnasium and a fitness center. k ~ 1lruft Uf ~~~rltc=~--?-c~:Dcto%er 13; ?/1f~~s ~ EXHIBIT C PUBLIC INFRASTRUCTURE IMPROVEMENTS The Public Infrastructure Improvements include the construction of the following improvements and all related costs (as defined in Ohio Revised Code Section 133.15(B)): • construction of Emerald Parkway from Riverside Drive to Sawmill Road; • roadway improvements (including intersection improvements) to Bright Road; • stormwater improvements in the area in and around the TIF Area including, but not limited to, the construction of a detention basin and resizing culverts in the MacBeth Drive/Grandee Cliff/Bright Road area; • intersection improvements at the intersections of Summitview Road and Riverside Drive and Sawmill Road; and • intersection improvements (including additional turn lanes) at the intersection of Sawmill Road and Hard Road; together with constructing and installing curbs and gutters, public utilities which include water mains, sanitary sewer, and storm sewer, stormwater improvements, burial of utility lines, gas, electric and communications service facilities (including fiber optics), street lighting, sidewalks, bikeways, and landscaping, traffic signalization, and including design and other related costs, any right-of--way or real estate acquisition, erosion and sediment control measures, grading, drainage and other related work, survey work, soil engineering and construction staking, and in each case, all other costs and improvements necessary and appurtenant thereto. * ~ I~r~,ft ref r#~t~~~~October 13~ 2tI0~ " EXHIBIT D EASEMENTS [Include Easement Depiction] * -r, ~ ~1°uft cif ~~~ta~-J~--?-~Uc~tolrel° 13; 2(I d 7 " EXHIBIT E SAWMILL/HARD ROAD IMPROVEMENTS [Include Breakdown of Sawmill/Hard Road Improvements and Responsibilities] r ~ Druft ~f ~;'E'}~t~`~;=t-?~;Dctolier 13t 2008 " EXHIBIT F DEDICATED LAND [Include Depiction/Description of Dedicated Land] Document comparison done b DeltaView on Thursda ,October 13, 2005 2:54:14 PM Input: Document 1 Powerpocs://COLUMBUS/447373/2 Document 2 Powerpocs://COLUMBUS/447373/3 Renderin set Standard Legend: I~tsertion ~n Style change Format change Inserted cell Deleted cell Moved cell S lit/Mer ed cell Paddin cell Statistics: Count Insertions 31 Deletions 16 Moved from 0 Moved to 0 St le chan e 0 Format chan ed 0 Total chan es 47 * Dr~crft ~~f'Octc~her 13, 2(>(15 * ~ ECONOMIC DEVELOPMENT AND TAX INCREMENT FINANCING AGREEMENT This Economic Development and Tax Increment Financing Agreement (the "Agreement"), made and entered into as of , by and among 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 LTF Real Estate Company, Inc., a Minnesota corporation (the "Owner"). WITNESSETH: WHEREAS, the Owner has acquired certain real property located in the City, a depiction of such real property is attached hereto as Exhibit A attached hereto, with such real property referred to herein as the "Property"; and WHEREAS, the Owner contemplates making or having made private improvements to the Property which are more fully described in Exhibit B attached hereto (the "Private Improvements"); and WHEREAS, it is necessary to construct or to cause to be constructed certain public infrastructure improvements (as described in Exhibit C attached hereto and referred to herein as the "Public Infrastructure Improvements"), which the City and the Owner agree will directly benefit the Private Improvements and the Property; and WHEREAS, the City, by its Ordinance No. passed (the "Ordinance"), has declared that 100% of the increase in the assessed value of the Property subsequent to the effective date of the Ordinance (such increase hereinafter referred to as the "Improvement" as further defined in Ohio Revised Code Section 5709.40 and the Ordinance) is a public purpose and is exempt from taxation for a period commencing with the first tax year that begins after the effective date of this Ordinance in which an Improvement due to a Private Improvement structure first appears on the tax list and duplicate of real and public utility property and ending on the earlier of (a) thirty (30) years after such exemption commenced or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40 and 5709.42 (the "TIF Exemption"); and WHEREAS, the City has determined that it is necessary and appropriate and in the best interests of the City to provide for the owner of any portion of the Property to make service payments in lieu of taxes with respect to such Property (the "Service Payments"), which Service Payments will be used to pay costs of construction of the Public Infrastructure Improvements and distributed to the Dublin City School District (the "School District"), all pursuant to and in accordance with Ohio Revised Code Sections 5709.40, 5709.42, 5709.43 and 5709.91 (collectively, the "TIF Statutes"); and WHEREAS, to provide for the collection of the Service Payments and to enable the Private Improvements and Public Infrastructure Improvements to be developed, the parties desire to enter into this Agreement on the terms as hereinafter provided; „ ~ . L~r•c~ft ref ~ctt~licr• 13, ?fIOS ~ ~ NOW, THEREFORE, in consideration of the premises and covenants contained herein and to induce the City to proceed with the construction of the Public Infrastructure Improvements, the parties hereto agree to the foregoing and as follows: Section 1 -Service Payments. The Owner hereby agrees to make Service Payments attributable to its period of ownership of the Property, all pursuant to and in accordance with the requirements of the TIF Statutes, the Ordinance and any subsequent amendments or supplements thereto. Service Payments will be made semiannually to the Franklin County Treasurer (or to such treasurer's designated agent for collection of the Service Payments) on or before the date on which real property taxes would otherwise be due and payable for the Property. Any late payments will bear penalties and interest at the then current rate established under Ohio Revised Code Sections 323.121 and 5703.47 or any successor provisions thereto, as the same maybe amended from time to time. Service Payments will be made in accordance with the requirements of the TIF Statutes and the Ordinance and will be in the same amount as the real property taxes that would have been charged and payable against the Improvement (after credit for any other payments received by the City under Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, or any successor provisions thereto, as the same maybe amended from time to time, and are referred to herein as the "Property Tax Rollback Payments") had the TIF Exemption not been granted, including any penalties and interest. The Owner will not, under any circumstances, be required for any tax year to pay both real property taxes and Service Payments with respect to the Improvement, whether pursuant to Ohio Revised Code Section 5709.42 or this Agreement. The City and the Owner agree that the Lifetime Fitness Project Municipal Public Improvement Tax Increment Equivalent Fund created in Section 4 of the Ordinance (the "Fund") will receive all Property Tax Rollback Payments and Service Payments made with respect to the Property that are payable to the City. Section Z -Declaration of Covenants; Priority of Lien. It is intended and agreed, and it will be so provided by the Owner in a declaration relating to the Property (the "Declaration") that the covenants provided in Sections 1, 2, 3 and 9 of this Agreement are covenants running with the land and that they will, in any event and without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit and in favor of and enforceable by the City and any third party beneficiaries against any owner of a portion of the Property with respect to that owner's period of ownership of that portion of the Property, whether or not this Agreement remains in effect or whether or not such provision is included by an owner in any deed to such owner's successors and assigns. It is further intended and agreed that these agreements and covenants will remain in effect for the full period of exemption permitted in accordance with the requirements of the TIF Statutes and the Ordinance enacted pursuant thereto. Such covenants running with the land will have priority over any other lien or encumbrance on the Property and any improvements thereon, except for such title exceptions as are approved in writing by the City, and the Owner will, upon the City's request, cause any and all holders of mortgages or other liens existing on the Property as of the time of recording of the Declaration to subordinate such mortgage or lien to those covenants running with the land. The -2- x . Dr~crft r~f'(?ctaber 13, 2t1~S * " parties acknowledge that the provisions of Ohio Revised Code Section 5709.91, which specify that the Service Payments will be treated in the same manner as taxes for all purposes of the lien described in Ohio Revised Code Section 323.11 including, but not limited to, the priority of the lien and the collection of Service Payments, will apply to this Agreement and to the Property and any improvements thereon. Section 3 -Exemption Applications. The City and the Owner agree to cooperate in the preparation, execution and filing of all necessary applications and supporting documents to obtain from time to time the TIF Exemption and to enable the City to collect Service Payments with respect to the Property. The City will perform such acts as are reasonably necessary or appropriate to effect, claim, reserve and maintain the TIF Exemption and collect the Service Payments including, without limitation, joining in the execution of all documentation and providing any necessary certificate required in connection with the TIF Exemption or the Service Payments. The Owners authorize the City to file any applications necessary to obtain from time to time the TIF Exemption as provided in the TIF Ordinance. Section 4 - Payment to School District of All School District Tax Revenues. As provided in the Ordinance, the School District will receive, at the same time and in the same manner as real property tax payments, all amounts it would otherwise receive as real property tax payments from the Improvement absent the passage of the Ordinance. 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 necessary to demonstrate to the City's satisfaction that the covenants running with the land provided the Declaration are prior and superior to any other liens, encumbrances or other title exceptions, except for those which are approved in writing by the City. Section 6 -Release. Upon satisfaction of the Owner's obligations under this Agreement and termination of the Owner's obligation to make the Service Payments, the City will, upon the request of the Owner, execute an instrument in recordable form evidencing such termination and releasing the covenants running with the land set forth in the Declaration. Section 7 -Estoppel Certificate. Within thirty (30) days after a request from any owner of a portion of the Property, the City will execute and deliver to that owner or any proposed purchaser, mortgagee or lessee of such portion of the Property, a certificate stating that with respect to such portion of the Property, if the same is true: (a) that this Agreement is in full force and effect; (b) that the requesting owner is not in default under any of the terms, covenants or conditions of this Agreement, or, if that owner is in default, specifying same; and (c) such other matters as that Owner reasonably requests. Section 8 -Representations of Owner. The Owner hereby represents that it has full power and authority to enter into this Agreement and carry out its terms. Section 9 -Tax Incentive Review Council. The Owner agrees to cooperate in all reasonable ways with, and provide necessary and reasonable information to, the designated Tax Incentive Review Council to enable that Tax Incentive Review Council to review and determine annually during the term of this Agreement the compliance of the Owner with the terms of this -3- .Draft of'Octaher 13, 7t?DS k Agreement. Any information supplied to such Tax Incentive Review Council will be provided solely for the purpose of monitoring the Owner's compliance with this Agreement. Section 10 -Public Infrastructure Improvements and Financing. a. Emerald Parkway: The City, at its sole expense, shall use its best efforts to complete the Public Infrastructure Improvements consisting of the construction of Emerald Parkway from Hard Road to just north of Bright Road by December 31, 2006. The City will acquire and provide to the Owner any necessary easements (which shall include the right to place a monument sign, such sign being subject to the review and approval of the City, within said - easement area) over the land that will be located between the eastern edge of Emerald Parkway and the western boundary of the Property as depicted on Exhibit D attached hereto (the "Emerald Parkway Easements The Owner will be responsible for constructing and maintaining any improvements over such easements. The City agrees that completion of the Public Infrastructure Improvements to Emerald Parkway is not required prior to the issuance of the certificate of occupancy for the fitness facility portion of the Private Improvements. The City also agrees to allow full movement traffic access between the Property and Hard Road until such time as both: (i) Emerald Parkway is open for use by the general public and (ii) the Emerald Parkway Easements have been secured by the City in favor of Owner; after such time, the City will allow right-in, right-out access only between the Property and Hard Road. b. Sawmill Road/Hard Road: The City shall be responsible for the design, permitting and construction of the Public Infrastructure Improvements to Sawmill Road and Hard Road described on Exhibit E attached hereto (the "Sawmill/Hard Road Improvements"); provided, however, that if the City of Columbus does not participate in the Sawmill/Hard Road Improvements the City will, in its sole discretion, determine which of the Sawmill/Hard Road Improvements to construct. The Owner shall not be responsible for the costs of the acquisition of any right-of--way that is located within the corporate limits of the City of Columbus, with the exception of any right-of--way needs identified in the Traffic Impact Study completed for the Private Improvements, and such costs, should they arise, shall not be included as a part of the Excess Costs (as defined below). The City agrees to pay for the first $500,000 of costs of the Sawmill/Hard Road Improvements. The Owner agrees to pay to the City an amount equal to the amount by which the cost of the Sawmill/Hard Road Improvements that the Owner is responsible for (as indicated on Exhibit E) exceeds $500,000 (the "Excess Costs"), provided, however, that the Owner shall in no event contribute more than $500,000. The City shall pay any portion of the total costs of the Sawmill/Hard Road Improvements not covered by the Owner's payments made pursuant to this Section l Ob or the City's initial $500,000 contribution (such amount, together with the City's initial $500,000 contribution, hereinafter referred to as the "Total City Contribution"). The Owner will pay any Excess Costs to the City within forty-five (45) days of receiving notice of the amount of such Excess Costs from the City, subject to Owner's reasonable review and approval of the Excess Costs and certification by Owner's designated engineer that the improvements to be made as a result of the payment of the Excess Costs have been completed or are expected to be completed within a reasonable amount of time. The City may notify the Owner of the Excess Costs in one or more notices. -4- x ~~•n~t r~f'ocrobeF° r.~, ~c~os The City shall be reimbursed for the Total City Contribution as monies are collected in the Fund. The City will reimburse the Owner for any Excess Costs payments made by the Owner solely from amounts available in the Fund after such time as the total cumulative deposits into the Fund exceed the Total City Contribution. Such reimbursements will be paid by the City to the Owner in at least one annual installment to the extent amounts for such reimbursements are available in the Fund. After such time as the cumulative deposits into the Fund equal the Total City Contribution, which cumulative deposits may be used by the City at any time in its sole discretion, the City may use amounts in the Fund for any purpose authorized under the TIF Statutes and the Ordinance after such time as the Owner has been reimbursed for the Excess Costs amount it has paid to the City in full. The City will provide to the Owner upon request, until such time as the Owner has been fully reimbursed for the Excess Costs amount it has paid to the City, an accounting of the amounts deposited to the credit of the Fund and paid out of the Fund. The City agrees that completion of the Sawmill/Hard Road Improvements is not required prior to the issuance of the certificate of occupancy for the fitness facility portion of the Private Improvements. Section 11 -Tree Replacement. Subject to the review and approval of City Council, the City agrees to grant a tree waiver request to the Owner with respect to the Property and to waive all associated fees, provided that the Owner makes the following contributions: a. Within sixty (60) days after the City issues a building permit to Owner for the fitness facility portion of the Private Improvements, the Owner shall deed to Dublin a portion of the Property consisting of approximately three and seven one-hundredths (3.07) acres, as depicted in Exhibit F attached hereto, which is generally located to the southeast of the intersection of Hard Road and Emerald Parkway (the "Dedicated Land"). When deeding the Dedicated Land, the Owner, at its sole discretion, may elect to do any or all of the following: (i) retain an easement on and over the Dedicated Land that shall permit it to construct a hard and/or soft surface pedestrian pathway on the Dedicated Land and to maintain such pathway; (ii) retain the ability to maintain the Dedicated Land (subject to the reasonable review and approval by City staff); and (iii) impose a restriction prohibiting future use of the Dedicated Land other than for a green space/conservation area. The pathway shall be constructed on the Dedicated Land at a location to be mutually agreed upon by the City and the Owner within thirty (30) days of the Owner serving written notice to the City's Parks Director that the Owner intends to commence construction of the pathway. b. The Owner shall make a donation of One Hundred Fifty Thousand Dollars ($150,000) (the "Donation") to the City's Tree Replacement account in its General Fund. The Donation shall be paid annually in three (3) equal installments of Fifty Thousand Dollars ($50,000) each, with the first such payment to be made on or before the first anniversary of the date of issuance for the certificate of occupancy for the fitness facility portion of the Private Improvements. Section 12 -Notices. All notices or other correspondence relating to this Agreement must be in writing (including e-mail or facsimile) and must be delivered or sent guaranteed overnight delivery, by facsimile or e-mail (to be followed by personal or overnight guaranteed deliver, if requested) or by postage prepaid registered or certified mail, return receipt requested, and will be deemed to be given for purposes of this Agreement on the date such writing is received by the intended recipient. Unless otherwise specified in a notice sent in accordance with this section, all communications in writing must be given to the parties at the following addresses: -5- x x 17r~uff rif`Oct[~n€~r• 13, 2~(IS * * (i) the City at: City of Dublin, Ohio 5800 Shier Rings Road Dublin, Ohio 43016-7295 Attention: Economic Development Director (ii) the Owners at: LTF Real Estate Company, Inc. Attn: Director of Real Estate & Development 6442 City West Parkway Eden Prairie, MN 55344 Section 13 -Successors; Assignment; Amendments, Changes and Modifications. This Agreement will be binding upon the Owner and its successors and assigns and the City and its successors and assigns. The parties may only assign this Agreement with the consent of all parties hereto, provided, however, that nothing in this Agreement prevents the Owner from transferring any or all of its interest in the Private Improvements or the Property to another person or entity. This Agreement may only be amended by written instrument executed by all parties to this Agreement. Section 14 -Extent of Covenants; No Personal Liability. All covenants, stipulations, obligations and agreements of the parties contained in this Agreement are effective and enforceable to the extent authorized and permitted by applicable law. The obligations of the City maybe enforced to the extent permitted by law by mandamus or any suit or proceeding in law or equity. No such covenant, stipulation, obligation or agreement will be deemed a covenant, stipulation, obligation or agreement of any present or future member, officer, agent, or employee of any of the parties hereto in their individual capacity. Section 15 - Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, said provision will be fully severable. This Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible that is and will be legal, valid and enforceable. Section 16 -Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered will be an original, but all such counterparts will together constitute one and the same instrument. Section 17 -Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters covered herein and supercedes prior agreements and understandings between the parties. Section 18 -Governing Law and Choice of Forum. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio. All claims, counterclaims, disputes -6- x ~ . 17raft ref Oetcher 1_~, 7l}(15 ~ x and other matters in question between the City, its employees, contractors, subcontractors and agents, and the Owner, its employees, contractors, subcontractors and agents arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within the State of Ohio. (Remainder of page intentionally left blank -signatures begin on following page) -7- ~ . L?a•trft raf Oetr~l~cr• ICI, 2(1QJ ~ ~ IN WITNESS WHEREOF, the City and the Owner have caused this Economic Development and Tax Increment Financing Agreement to be executed in their respective names by their duly authorized officers as of the date hereinabove written. CITY OF DUBLIN, OHIO By: Printed: Jane Brautigam Title: City Manager By: Printed: Marsha I. Grigsby Title: Director of Finance Approved as to Form: By: Printed: Stephen J. Smith Title: Director of Law LTF REAL ESTATE COMPANY, INC. By: Printed: Title: * Z?r=rift r~f`C?ct~fier• 13, 28(15 x FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City under the foregoing Economic Development and Tax Increment Financing Agreement, certifies hereby that the moneys required to meet the obligations of the City during the year 2005 under the foregoing Economic Development and Tax Increment Financing 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 Ohio Revised Code Sections 5705.41 and 5705.44. Dated: , 2005 Marsha I. Grigsby Director of Finance City of Dublin, Ohio * . 1)t•e~ft rlf'Octut~c~~• 13, 2~tI~ k ~ EXHIBIT A PROPERTY [Include Property Depiction] ~ Z3r°crft r~~`Octa~c~~~ hI', 2t1t}5 ~ ~ EXHIBIT B PRNATE IMPROVEMENTS The Private Improvements are expected to consist of various commercial projects, including, but not limited to, an approximately 110,000 square foot fitness facility with indoor and outdoor pools, a gymnasium and a fitness center. EXHIBIT C PUBLIC INFRASTRUCTURE IMPROVEMENTS The Public Infrastructure Improvements include the construction of the following improvements and all related costs (as defined in Ohio Revised Code Section 133.15(B)): • construction of Emerald Parkway from Riverside Drive to Sawmill Road; • roadway improvements (including intersection improvements) to Bright Road; • stormwater improvements in the area in and around the TIF Area including, but not limited to, the construction of a detention basin and resizing culverts in the MacBeth Drive/Grandee Cliff/Bright Road area; • intersection improvements at the intersections of Summitview Road and Riverside Drive and Sawmill Road; and • intersection improvements (including additional turn lanes) at the intersection of Sawmill Road and Hard Road; together with constructing and installing curbs and gutters, public utilities which include water mains, sanitary sewer, and storm sewer, stormwater improvements, burial of utility lines, gas, electric and communications service facilities (including fiber optics), street lighting, sidewalks, bikeways, and landscaping, traffic signalization, and including design and other related costs, any right-of--way or real estate acquisition, erosion and sediment control measures, grading, drainage and other related work, survey work, soil engineering and construction staking, and in each case, all other costs and improvements necessary and appurtenant thereto. x l?a•cIft r~f'()c=tt~hcrt• 13, 7{1t1J •r. ~ EXHIBIT D EASEMENTS [Include Easement Depiction] * . U~~crft f~f Oet~el~ar• 13, ?(1D~ ~ ; EXHIBIT E SAWMILL/HARD ROAD IMPROVEMENTS [Include Breakdown of Sawmill/Hard Road Improvements and Responsibilities] :z x . 1}ttrrft rsf'(1c=tcrh~rr• 1.3, ?l}(1~ k EXHIBIT F DEDICATED LAND [Include Depiction/Description of Dedicated Land] EXHIBIT A DESCRIPTION OF TIF AREA The following real estate situated in the City of Dublin, County of Franklin and State of Ohio, as bounded and described as follows: Tax Parcel No. 273009899, 273010205 and 273008627 A-1 EXHIBIT B DESCRIPTION OF INFRASTRUCTURE IMPROVEMENTS The Infrastructure Improvements include the construction of the following improvements and all related costs (as defined in Ohio Revised Code Section 133.15(B)): • construction of Emerald Parkway from Riverside Drive to Sawmill Road; • roadway improvements (including intersection improvements) to Bright Road; • stormwater improvements in the area in and around the TIF Area including, but not limited to, the construction of a detention basin and resizing culverts in the MacBeth Drive/Grandee Cliff/Bright Road area; • intersection improvements at Summitview Road and Riverside Drive and Sawmill Road; and • intersection improvements (including additional turn lanes) at Sawmill Road and Hard Road; together with constructing and installing curbs and gutters, public utilities which include water mains, sanitary sewer, and storm sewer, stormwater improvements, burial of utility lines, gas, electric and communications service facilities (including fiber optics), street lighting, sidewalks, bikeways, and landscaping, traffic signalization, and including design and other related costs, any right-of--way or real estate acquisition, erosion and sediment control measures, grading, drainage and other related work, survey work, soil engineering and construction staking, and in each case, all other costs and improvements necessary and appurtenant thereto. B-1