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Ordinance 070-18RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Ordinance No. 70-18 (Amended) passed 20 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO AMENDMENT NO. 1 TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF DUBLIN AND CRAWFORD HOYINGG DEVELOPMENT PARTNERS, LLC RELATING TO THE BRIDGE PARK DEVELOPMENT. WHEREAS, the City has prepared a strategy for comprehensive development within an area of the City known as the Bridge Street District (which area is referred to herein as the "District`s and has endeavored to work collaboratively with public entities, including but not limited to the Dublin City School District, the Tolles Career and Technical Center, Columbus -Franklin County Finance Authority, Bridge Street New Community Authority, and private entities to plan for and facilitate the development of the District; and WHEREAS, the City's strategy for development within the Bridge Street District is primarily focused on creating a new, more urban, walkable core for the City, including a dynamic mix of commercial and residential development types generally not currently available within the City; and WHEREAS, the City has determined that the successful implementation of the City's strategy for the Bridge Street District is vital to the long term economic health of the City and that the portions of the District located along the Scioto River should be among the highest priority redevelopment areas; and WHEREAS, Crawford Hoying Development Partners, LLC (the "Deve%pell'� has acquired certain real property within the Scioto River Corridor portion of the District (along both sides of the Scioto River) and is in the process of redeveloping that real property with its Bridge Park development, which development is consistent with that intended by the City for the District and to provide for the construction of various related public infrastructure improvements; and WHEREAS, to facilitate the private devE!lopment and to provide for the construction of the various related public infrastructure improvements that are or will be part of the Bridge Park development, this Council passed Ordinance No. 44-15 authorizing a Development Agreement between the City and the Developer as well as various related agreements; and WHEREAS, in order to accommodate changing market conditions and the desired scope of public improvements that are part of the Bridge Park development, including the addition of a Community Market to the Community Facilities that will be constructed at Bridge Park, this Council has determined that it is necessary and appropriate and in the best interests of the City to amend the Development Agreement and amend the related agreements as needed to implement the amendments to the Development Agreement. NOW, pTHEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, ' of the elected members concurring, that: Section 1. Authorization of Amendment No. 1 to the Development Agreement. Amendment No. 1 to Development Agreement for the Bridge Park development by and between the City and the Developer in the form presently on file with the Clerk of Council, and as modified, consistent with discussion with Council regarding the revenue waterfall provisions, is hereby approved and authorized with such 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 Manager, for and in the name of this City, is hereby authorized to execute that Amendment, provided that the approval of changes to the Amendment by that official, and their character as not being substantially adverse to the City, shall be evidenced conclusively by the execution thereof. In order to facilitate the issuance of CFCFA/NCA Debt as provided in that Amendment, this Council hereby confirms that it has expressly waived any rights to.dissolve the Bridge Park NCA prior to the repayment of all CFCF:A/NCA Debt as provided in the Development Agreement. Dayton Legal Blank, Inc. Ordinance No. RECORD OF ORDINANCES 70-18 (Amended) Form No. 30043 Pa Passe age2of2 , 20 Section 2. Further Authorizations. This City Council further hereby authorizes and directs the City Manager, the Director of Finance, the Director of Law, the Director of Development, the Clerk of Council or othE!r appropriate officers of the City to prepare and sign all documents and instruments and to take any other actions as may be appropriate to implement this Ordinance and the Amendment No. 1 to Development Agreement, including, without limitation, amendments to the Infrastructure Agreement, Cooperative Agreement and other agreements related to the Bridge Park development. Section 3. Open Meetings. This City Council finds and determines that all formal actions of this City Council and any of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this City Council or any of its committees, and that all deliberations of this City Council and 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 4. Effective Date. date permitted by law. This Ordinance shall be in full force and effect on the earliest x V. Sig Clerk of Council Passed:�L�o���!/� �i� , 2018 Effective:�OUeM (%C.r � � , 2018 City of Dublin Office of the City Manager 5200 Emerald Parkway • Dublin, OH 43017-1090 Phone: 614.410.4400 • Fax: 614.410.4490 To: Members of Dublin City Council From: Terry Foegler, Director of Strategic Initiatives/Special Projects Angel L. Mumma, Director of Finance Date: October 15, 2018 Memo Re: Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying Summary On Monday, October 8, 2018, City Council had first reading of Ordinance No. 70-18, which would amend the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying Development Partners, LLC (Developer). There were a number of follow-up questions that were posed to Staff during the meeting as well as via email (specifically an email from Councilmember DeRosa dated October 5, 2018). This memo provides responses to the questions that have been posed. So that Council does not have to refer back to the original memo dated October 4, 2018, the explanation of each change is included in this memo followed by the questions and responses. Roadway Improvements The roadway grid within Bridge Park has changed from the grid originally described in the Development Agreement as development plans for each Block have been finalized. The Amendment updates the Development Agreement to reflect these changes, all of which have been previously approved by Council as part of the development review process. Question: During the Council meeting, additional information was requested from the Developer regarding the increased costs of the public roadways. Response: There are two primary reasons for the increased costs. First, there were two roadway segments added since the original preliminary development plan — Larimer from Dale to Mooney and Longshore from Larimer to John Shields Parkway. Secondly, there has been a general cost increases for all construction since the time of the original estimates. The Developer has experienced cost increases from Block C to Block D of nearly 40%, both in labor and materials. This would apply to the roadways as well. The roadways are publicly bid, usually receiving three to four bids, of which the lowest bidder is selected. City staff and outside engineering consultants review all bids to make sure costs are consistent with other roadway costs in the City and in other cities. Increased Debt Limits and Optional Redemption The original Development Agreement set forth a cap on debt that can be issued by the Columbus - Franklin County Finance Authority to fund Bridge Park public improvement costs. The cap took the form of both an absolute dollar amount ($61 million of costs funded by debt) and "debt service coverage", which is the ratio of annual TIF and NCA revenue to annual debt service payments (TIF and NCA revenue must be at least 115% of annual debt service payments). Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 2 of 10 Just as the City has seen cost escalation in its public improvement projections in the three plus years since the Development Agreement was approved, the Developer is also experiencing cost escalation for the Bridge Park public and private improvements. In addition, more roadways have been added to the plan and the construction of the Public Market is proposed. Collectively these will require that the Columbus -Franklin County Finance Authority issue more debt, and in order to accommodate these increased costs and to allow the project to continue to develop, it is necessary to increase the debt cap. The increased debt cap for the public improvements is occurring in tandem with a significant increase in the value and square footage of the project's private improvements. The Administration recommends that the absolute dollar amount cap be eliminated, and the debt service coverage cap be increased to 120%. Given that private improvement costs and values, which ultimately create the TIF and NCA revenue, significantly increased from what was originally contemplated in the Development Agreement, additional revenue is expected to be generated to pay debt service on the public improvements without a meaningful financial impact to the City. The 120% coverage requirement (increased from 115%) helps ensure that there are sufficient revenues available to pay debt service. When the developer eventually takes this debt to the marketplace, the underwriters will of course assess its creditworthiness, but in no case will the City have any exposure or risk associated with this debt. The amendment also extends the date of the earliest permitted optional redemption date from 10 years to 15 years for taxable debt. This is in response to current debt market conditions. There are fewer buyers for taxable debt with a 10 year optional redemption date, resulting in higher interest rates. Extending the earliest optional redemption date to 15 years avoids higher interest rates without imposing other financial burdens on the City. Question: Earlier Councils felt that a cap was important. Can you please share the financial consequences/benefits to the City of Dublin and taxpayers of having a cap (why it was included in the agreement)? Response: The purpose of the cap was to make sure that there was a reasonable and appropriate relationship between the cost of the Community Facilities/Public Improvements being financed by the Developer via the various economic development financing tools (such as TIFs, NCA charges)and the taxable value of privately developed improvements. The specific cap within the DA was derived from the preliminary estimated costs of the Community Facilities that were the developer's responsibility and they related to the original estimated values of all of the associated private improvements committed to by the Developer. Those developer responsible Community Facilities/Public Improvements were the Phase 2 (Block A) and Phase 3 (Block D) roadways, five of the seven parking structures, and the events center. Given the number of facilities to be financed, the City felt it was appropriate to have a cap that allowed the City to assess the progress of the development mid -stream if costs increased and the cap would be exceeded. The DA outlined the anticipated cost of each of those which totaled $60.9 million, or the cap of $61 million. That amount of financing for those facilities was determined to be reasonable and appropriate for the then planned value of the private improvements and the City ensured that the estimated revenue from the TIFs and the NCA charges from the private development would be sufficient to fund this debt service for the Developer's Community Facilities/Public Improvements (with 115% coverage required). Since the original DA was Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 3 of 10 executed, the development plans have evolved and now provide more square footage and assessed value of private improvements, thereby supporting an adjustment to the original cap. Increasing the coverage requirement from 115% to 120% also ensures that increased private value and revenues match the increased debt amount, so that the City's net position is not negatively affected. Finally, after Block D, there are only two parking structures remaining to be built, so Staff believes that having another debt assessment after the Block F financing is of limited usefulness. Question: The absolute dollar amount of the cap was set at $61M. What is the current debt balance outstanding? Response: Debt funding of approximately $45 million of costs has been issued for Blocks A and Z to date leaving $16 million available under the existing cap. The costs for Block D will exceed the cap. Of the debt that has been issued, the entire amount is outstanding given that the first principal payments on the currently outstanding debt begin in May/June of 2019. Question: The "public improvement cost" portion of debt that will be issued for Block D includes only the first floor, or the designated Public Market space, not the entire building/garage bond debt. Is this correct? If correct, what is the financial portion of the anticipated bond financing that applies to the "public improvement provision" and any cap requirement? Response: The Block D community facilities would include the Public Market space and the garage for an estimated total cost of $22,850,000. The Block D roadways would also be included as part of the Block D debt. Question: Moving forward, what would be the financial/risk pros and cons to Dublin of setting a (new) higher cap vs. removing the cap requirement altogether? Response: We do not view removing the cap as exposing the City to any financial risk. The proposed increase in the cap is commensurate with the increases in the amount and value of the approved private improvements. The original DA has a revenue "waterfall" which provides the priority of how the TIF revenues/NCA charges will be distributed (other than Blocks B & C, where the City receives 100% of the TIF revenues). In looking at the amount of debt CFCFA issues alone, one could make the argument that it reduces the possibility that there is excess revenue which would ultimately reach the City. However, while the amount of debt would increase, we fully expect the TIF revenues/NCA charges to increase as well given the increased amount of private investment and taxable assets, beyond what was outlined in the agreement, to cover the additional debt being issued. Additionally, in consideration for removing the cap, Staff have proposed increasing the debt coverage ratio requirements on the Developer's financing from 115% to 120%. Therefore, unless that amount of revenue coverage is available, the debt cannot be issued. The coverage test of 120% effectively caps the amount of debt that can be issued based on estimated project revenues. The 120% coverage test assures that the amount of nonrecourse debt stays proportional to the amount of development and expected revenue. Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 4 of 10 Additionally, it should be noted that the purchasers of the CFCFA debt will perform their due diligence and will also be looking to ensure there is adequate coverage. If the financial model was not solid, the market would demand a higher interest rate or there would be no willing buyer of the bonds. The pros would be that as long as the "belt and suspenders' are in place, the City benefits by having a well-planned series of Public Improvements/Community Facilities to serve the development, including this special community amenity that will be the Public Market to serve our residents, with no financial risk to the City. A potential con is that the City could determine at this point to eliminate the planned garages for Block F and Block G, and require the developer to come forward at a later date to have those garages added back to the Development Agreement if the developer still desired to build garages on those blocks at the time of development. Doing so would likely increase the amount of excess revenue accruing to the City over a 30 year time period, although the City would lose the public parking planned for Block F and Block G and likely some of the revenue from those Blocks. Question: What is the estimated interest rate difference in today's bond market between a 10 - year and a 15 -year redemption date? Response: The market for non -rated taxable development revenue bonds is very limited and there are a limited amount of investors that can purchase this type of product. Investors who buy this type of bond accept substantial development risk and construction risk and therefore earn a higher interest rate. Longer calls provide investors yield protection. With a 10 year instead of a 15 year call protection period for taxable debt, it is estimated that yields would increase by 15-20 basis points (this equates to .15%-.20%) Question: Earlier Councils felt that a 10 -year redemption rate was important. Why was it part of the original agreement? What are the financial/risk Pros and Cons of changing to 15 years. Response: The original DA contained multiple provisions (debt cap, call provisions and cost of issuance) that would allow the City to be informed and manage any needed changes that weren't in line with an agreed upon set of assumptions. The assumptions were reasonable at the time as agreed to by the City and the Developer with the expectation that things change and that amendments were possible as the development professed over time. The 10 -year call was considered the general standard for tax-exempt bonds, and it was anticipated that any long-term debt would be sold after the related Block was completed. There are fewer buyers in today's market for taxable debt with a 10 -year optional redemption date, especially taxable debt issued before construction is complete, all of which drives up the interest costs. To the extent that the Developer's interest costs are higher, the potential for'excess revenue' flowing down to the City (by way of the waterfall) is reduced. The City has a vested interest in having interest costs as low as possible. Another way to look at this is that the Development Agreement originally anticipated that short term debt would be issued during the construction phase for each Block. That short term debt was to be refunded in year 5, with a 10 year optional call, meaning that in year 15 it could be Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 5 of 10 refinanced without penalty. Since the developer has been able to secure advantageous long term financing prior to construction, allowing for a 15 year call protection period maintains the overall refinancing opportunity the same as originally contemplated, while allowing the developer to reduce interest costs. Revenue Waterfalls The proposed amendment modifies the TIF and NCA revenue waterfall solely for Block D and the Public Market by creating a new waterfall that requires the 0.5% retail sales charge to be collected from retail tenants in Bridge Park and creates a funding mechanism for the operating and maintenance reserve for the Public Market. This waterfall also dedicates 100% of any excess revenue after funding the operating and maintenance reserve to paying down the Block D debt more quickly (currently the Development Agreement provides that 50% of excess revenue is to be used for this accelerated pay -down). This accelerated pay -down creates a more efficient bond structure. While the City will likely have to wait a few additional years before receiving any excess revenue from Block D, because the debt will be repaid more quickly, there is less interest cost and the City should receive more excess revenue overall. Question: For clarity, the sales tax funds are to cover any operating or maintenance "deficits" resulting from running the not-for-profit North Market. The sales tax funds would not be used for either maintenance or for operations of the areas of the Block D building/area. Is this correct? Response: The sales tax charge are only committed to Block D debt service for the public market, garage and roadways (all combined in the bond issue) and C&M for the public market. Question: Are the (if any) "excess funds" used to pay down all of the Block D debt, or just the debt related to the North Market designated area? Response: Any excess revenues generated can be used to pay down the Block D debt (public portion — parking garage/public market/public roadways) Question: During the last meeting (September 24, 2018 Council Meeting regarding the Public Market), it was stressed that no excess funds will likely be generated from operations (hence the need for the not-for-profit status). Nelson Yoder indicated that this water -fall provision was not the real need during his remarks to Council. He indicated that they would be willing to not ask for this provision (if I understood his remarks correctly). If this is the case, what would be the reason that Dublin would choose to remove itself from this provision in the funding mechanism? If no benefit will accrue to either party, why make this change the agreement? Response: It was not clear to Staff what Mr. Yoder was referring to in his waterfall remarks on September 24. In Staff's most recent discussion with the Developers legal counsel and financial advisor, they indicated that a turbo structure is necessary for the Block D bonds to amortize given the reductions in revenue that occur once County compensation and additional School compensation payments begin in year 15. The waterfall needs to be revised to accommodate this structure (for just Block D). Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 6 of 10 Question: While Council understood that the City did not expect any revenue from Block D, they requested what was anticipated as part of the original financing plan/assumptions used at the time the original DA was executed. Response: The pro forma that was used as the basis for the original DA estimated that for Block D, the excess revenue that would come to the City over the 30 -year period would total approximately $6.0 million. The most recent pro formas, reflecting the change in the waterfall as well as the turbo bond structure, reflects approximately $11.7 million in excess revenue to the City. This increase is largely attributable to an increase in taxable square footage, as well as a change in the type of development (for example, the original DA anticipated apartments valued at $110/sf whereas the new plan calls for for -sale condos at $230/sf). Issuance Costs The Development Agreement currently contains a 2% limitation on public improvement debt issuance costs for each debt issue. As originally proposed, the City and Developer anticipated short term construction debt with 2% cost of issuance, with long-term debt to refinance the construction debt issued at project stabilization (approximately 3-5 years later) with another 2% cost of issuance, for a total of 4% costs of issuance for each public improvement project. The Developer has been able to secure long term debt for each of the previous debt issues, and anticipates doing so for the remaining Blocks, and has requested a 3.5% limitation on issuance costs for any such long-term debt, which will provide a 0.5% savings on issuance costs versus the anticipated costs of issuance at the time of the original Development Agreement. There were no follow-up questions related to the Issuance Costs. Release of Developer Obligation to Pay Make -Whole Premium When the bonds were issued for Block A projects (the garage next to the hotel and the events center), they were sold with what is known as a "make -whole premium", which could require the Finance Authority to pay a premium if the City required that the bonds be refinanced in the future. The Developer proposed this structure in order to obtain better interest rates for the bonds. The Administration agreed that this make -whole premium could be used to obtain the better interest rates, provided that the Developer agree to pay any make whole premium should the City require that the bonds be refinanced in the future. The Administration further agreed with the Developer to study the positive financial impact of the make -whole premium and, if the Administration agreed with the Developer's assessment as to the positive impact of the make -whole premium, recommend to Council that the Developer be released from its obligation to pay any make -whole premium in the future. The Administration has since consulted with its financial advisors and determined that the make -whole premium most likely resulting in lower interest rates for the Block A bonds, and those lower rates likely outweighed the cost of the make -while premium (which would be in the form of speculative savings from a hypothetical refinancing of the bonds occurring 10 or more years in the future). Question: This statement is too complex for me to explain to a resident. Can you please explain in another way or provide an example or two. Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 7 of 10 Response: The make -whole provision is difficult to understand. The way the original DA was written, any debt issued shall have optional redemption at par plus accrued interest at 10 -years. A make -whole provision permits a borrower to redeem a bond prior to maturity by making a lump - sum payment equal to the present value of future interest payments that would not otherwise be paid as a result of the early call. In this case, the purchaser of the bonds necessitated this make -whole provision in order to get the long-term financing at the onset at a reasonable rate of 6% for the taxable bonds. Otherwise, the potential purchasers were asking for interest rates in excess of 7% to include the 10yr par call on the taxable debt. Block A revenue could not support such a rate. In order for the make -whole provision to have a negative impact to City excess funds, the Block A bonds would have to be refinanced with an interest rate of less than 4.25%, which is less than what is available under current market conditions. As the City's financial advisor mentioned at the last Council meeting, long term rates are expected to rise. Staff believes that the make -whole call is ultimately a financial benefit to the City and does not believe the Developer should be penalized for obtaining advantageous financing. Question: What is an estimated dollar amount of any potential financial risk and/or cost to the City of this proposed change — if borrowing/bond rates increase over time, if rates decrease over time? Response: By achieving a 6% rate on the taxable debt (vs. 7% if it had to include the par call in year 10), Crawford Hoying was able to save approximately $160,000 per year in interest cost (approximately $16.2 million in taxable bonds were issued). That amount would have been saved annually for at least 10 years until the hypothetical call date. We of course cannot know what the interest rate environment will be in 10 years but, as noted above, the current rate environment is one of the most favorable ever, and there would not be any savings (i.e. more City excess) if the same interest rate exists in 10 years. If rates are higher in 10 years, the debt would not be called. The par call only provides savings in the event interest rates are much lower and the debt can be refinanced at a lower rate. Crawford Hoying had a bird in the hand with at least a 1% interest rate savings at the onset. Simply put, the change will require the make -whole premium (if any) to be funded from the existing Block A cash flows instead of from the Developer. As treasury rates go up, the make - whole goes down. As rates go down, the make whole amount goes up. If the bonds are not called, the make whole is not paid. If the bonds are called, the make -whole is paid (if any) but that would only happen if here were other financial savings to offset that cost. Question: What value/benefit accrues to the City and to the Developer of this modification to the agreement? Response: The release of this make -whole provision is the result of negotiations of all of the DA modifications together. A make -whole is a premium paid to call or pay-off existing bonds early. Normally, the premium is paid from new bond proceeds as part of a refinancing. The make -whole premium is not paid unless there is a financial benefit to doing so. For example, if the outstanding bonds could be refinanced for savings, the Developer and City would want that to happen. It is our opinion that it benefits all parties to lock in a lower interest rate from the onset as opposed to at Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 8 of 10 some point in the future. The City team felt that we received other benefits from the proposed modifications, such as the change in the bed tax (recognizing the 35% payable to the DCVB versus 25%) as well as the increased bond coverage from 115% to 120%, making this a reasonable request. Bed Tax Grant The Development Agreement provides for a bed tax grant in an amount equal to 25% of the bed taxes generated from the H2 Hotel and any hotels within the Bridge Park project, after deducting the 25% bed tax contribution to the Dublin Convention and Visitor's Bureau. Subsequent to the Development Agreement, Council increased this contribution to 35%. Since the City cannot deduct the entire 35% contribution when calculating the grant, the 10% difference due to the Convention and Visitor's Bureau must be paid out of bed tax dollars that the City would otherwise retain for other programming. The Administration has requested, and the Developer has agreed, to increase the deduction to 35% for hotels other than the H2 hotel and the AC Marriott (which cannot be reduced at this time since the grant funded by bed taxes from those hotels is pledged to repay the Block A bonds). There were no follow-up questions related to the Bed Tax Grant. General Questions Question: I have received questions from a couple residents about the North Market and the finance/cost to the City (based on newspaper article). I would like to be able to provide a brief overview. Can you please put together a summary paragraph that states the "why we are doing/exploring this' and the "the benefits and costs to the City of Dublin" of the North Market concept and the proposed changes to the Development agreement to make this happen that Council members could share with residents when asked. Response: The exploration of the Public Market concept by the developer occurred after its many discussions with prospective traditional grocery store operators. These discussions included a range of types and sizes of operators, but in the end, no economically viable lease arrangement could be agreed upon. Grocery stores and supermarkets in Central Ohio are generally paying very low rent and serve as primary anchors of community shopping centers. Mixed-use buildings with structured parking facilities add significantly to the complexity and cost of accommodating more conventional grocers. After vetting all traditional grocery options, and needing to advance its planning and development of Block D, Crawford Hoying reached out to the North Market to determine if there was interest in locating such a facility within Bridge Park. From the City's perspective, the inclusion of some type of grocer or market operation has long been viewed as a very desirable addition to both Bridge Park and the Bridge Street District. A major goal of the Bridge Street District is to provide a mix of uses that will help "capture" trips within the District that would otherwise be putting folks in cars and out onto our arterial and major collector roadways. Trips to grocery stores are relatively frequent in nature, so being able to capture some portion of those trips within this walkable district by the residents, workers and visitors who are already there will help achieve this objective. It also adds another important amenity to the dynamic mix of uses in Bridge Park that adds to the quality of life and will make it even more attractive to residents, employers and visitors. This "value added" activity helps preserve and enhance the real estate values within the project, which in turn enhances the Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 9 of 10 economic viability of the various economic development financing tools that are being utilized within the development. The growing focus on more locally sourced foods and wellness, especially among the young professionals that are such a key focus of our local company's economic success, is another key benefit. The operators of the North Market made it very clear that many projects and communities have requested that they consider bringing a version of the North Market to their project/community. The unique combination of assets that Dublin's Bridge Park development provides (density, walkability, accessibility, dynamic mix of uses, etc.) has provided the only opportunity where North Market operators believe the concept is both feasible and desirable. As has been the case with the many restaurants that have been (and are being) located within Bridge Park, a new Public Market would provide a truly unique asset and amenity that would serve the entire Dublin Community. One of the other key benefits to the proposed Public Market concept is that it creates no financial risk nor requires any financial investment from the City of Dublin. The Market is in effect self- funded by new charges that are imposed upon and generated by the Bridge Park businesses themselves. Question: What is the impact of the market on the surrounding areas? Response: The City Manager will be personally engaging in discussions with businesses in Historic Dublin to get their sense of the impact of the Public Market on their businesses. He will share the results of these discussions with City Council at the October 22 Council meeting. While there have been some businesses within Historic Dublin that have gone out of business, there is also indication that due to business -to -business association, as well as increased activity in the area (as a result of there being more offerings to residents and visitors), some existing businesses have benefited. Question: Section 4 of Exhibit E (Application of Service Payments and NCA Revenues), part of the original DA, seems to have a number of'If statements not followed by any'Then' statements (page 166 of 241 of the electronic Council packet for the October 8 meeting). Response: This section provides the application of service payments and NCA revenue from Blocks A, F, G, H and Z. While there is no'Then' in priorities 1 and 2, there are "to" statements, which is normal language for revenue waterfalls for public financings. The intent is that if there are service payments collected pursuant to the applicable reference, then the amount will be payable to Franklin County (in Section 4 (1)) and to Dublin City School District and the Tolles Career and Technical Center (in Section 4 (2)). Other Information Staff has included as "Exhibit A" a copy of a study conducted in 2016 titled "Economic and Tax Impacts of the North Market" for Council's review. A link to the study is listed below. httos://media.bizi. us/view/imci/ 10281077/northmarketeconomicimpact.odf Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 15, 2018 Page 10 of 10 • Noted below is information related to the original North Market, as found on their website. North Market is more than a place to purchase high-quality specialty foods. It is a social gathering point, a place of civic pride, a living example of community of small, owner - operated businesses adding to the vibrant economic climate of our city. While the North Market is retail in nature, it is guided by 'public goals. "Attracting shoppers to downtown, providing affordable retail opportunities for small businesses, and preserving local farming and farmland are all community benefits. Additionally, The Market creates a safe, in viting, and lively public space in our city. The byproduct of North Market is helping stimulate local economies by providing the opportunity for entrepreneurs to get a start in business; this is of particular benefit to women, minorities, and individuals of ethnic origin. In a challenging urban retail environment, The Market continues to provide a relevant and energizing shopping experience. North Market brings together a diverse group of both merchants and shoppers while contributing to the "social fabric "of our city. Recommendation Staff recommends City Council approve Ordinance No. 70-18 at the second reading/public hearing on Monday, October 22, 2018. Ounce of- the Cloty Manager 5200 Emerald Parkwayse Dublin, OH 43017-1090 Ur 01 Dublin Phone: 614.410.4400 se Fax: 614.410.4490 Ik A Cit M ML.M Tom, Members of Dublin City C H ni Fromm, Dana L. McDa InIffilated By: Terry Foe ler, Director of Strategic Initiatives/Special Projects Angel L. Mumma, Director of Finance I Rem. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying That said, it is rather remarkable that with over $250 million of private development investments having been made toward the implementation of the Bridge Park project, and with millions of square feet of new buildings and extensive public 'Infrastructure having been built, the original terms of the Development Agreement have served the parties so well, without any needed amendments until now. The following is a brief summary of each proposed amendmentf why it is proposed, and the projected impacts. It is important to note that the amendments do not create any new financiai obligations or risk to the City. Roadwa Immovements The roadway grid within Bridge Park has changed from the grid originally described in the Development Agreement as development plans for each Block have been finalized. The Amendment updates the Development Agreement to reflect these changes, all of which have been previously approved by Council as part of the development review process. Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Floying October 4, 2018 Page 2 of 3 The amendment also extends the date of the earliest permitted optional redemption date from 1# years to 15 years for taxable debt. This is in response to current debt market conditions. There are fewer buyers for taxable debt with a 10 -year optional redemption date, resulting in higher interest rates. Extending the earliest optional redemption date to 15 years avoids higher interest rates without imposing other financial burdens on the City. Memo re. Ordinance No. 70-18 — Amending the Bridge Park Development Agreement between the City of Dublin and Crawford Hoying October 4, 2018 Page 3 of 3 costs for any such long-term debt, which will provide a 0.5% savings on issuance costs versus tht anticipated costs of issuance at the time of the original Development Agreement. Staff recommends City Council approve Ordinance No. 70-18 at the second reading/public hearing *n Monday, October 22, 2018S Office of the City Manager 4 5200 Emerald Parkway* Dublin, OH 43017-1090 uityof 'Dubli n Phone: 614.410.4400 * Fax: 614.410.4490 Cit MeFlIVA' To: Members of Dublin City Council From: Dana L. McDaniel, City Mana Daten, October 4, 2018 Initiated BY: Terry Foegler Director of Strategic Initiatives/Special Projects Angel Mumma, Director of Finance During the September 24 meeting, a few questions arose relating to the appropriateness of the location for the proposed Market, and if other locations such as west of the Scioto River should be :e ed Memo re. Public Market i October 4, 2018 Page 2 of 2 Also, the addition of such a use within Bridge Park will provide the precise type of desired service and amenity that will help preserve and enhance the desirability of living and working in this area into the future (helping to protect and enhance property values over time). Also, the Market will provide a year-round venue for local growers, butchers, bakers and other artisans, much like the City has sought on a seasonal basis with 'Its Farmers' Market. To Crawford Hoying's credit, they have developed an approach to provide a significant, well - adapted space to accommodate such a Market within a parking structure, and to help fund the out of this space, its start-up and other related costs via a sales charge levied only on Bridge Park's retail tenants (and without any meaningful financial impact on the City). Additionally, space that was originally planned for grocery and in more square footage is now going to be office space. After much consideration and as discussed above, the Administration believes the Public Market, as proposed, meets the desired intent of a "Community Facility" and recommends City Council approve the proposed amendment to the Bridge Park Development Agreement via Ordinance No. 70-18. DRAFT: 10/1/18 :UUIU\ ►1 to DEVELOPMENT AGREEMENT by and between CITY OF DUBLIN, OHIO and CRAWFORD HOYING DEVELOPMENT PARTNERS, LLC relating to BRIDGE PARK DEVELOPMENT dated as of 2018 AMENDMENT NO. 1 TO DEVELOPMENT AGREEMENT This AMENDMENT NO.1 TO DEVELOPMENT AGREEMENT (this Amendment') is made and entered into as of , 2018 (the "Effective Date"), by and between the CITY OF DUBLIN, OHIO (the "City"), a municipal corporation duly organized and validly existing under the Constitution and the laws of the State of Ohio and its Charter, and CRAWFORD HOYING DEVELOPMENT PARTNERS, LLC (the "Developer"), an Ohio limited liability company, for itself and its permitted successors and assigns and any Affiliates (the capitalized terms not defined in this Amendment are being used therein as defined in Section 1 of the Development Agreement dated as of August 14, 2015, by and between the City and the Developer (the Agreement')). WITNESSETH: WHEREAS, the City and the Developer previously entered into the Agreement to provide for the construction of the Roadway Improvements, the Parking Facilities and the Community Events/Conference Facility, the development of the Project, the collection of the Service Payments, Minimum Service Payments and the NCA Charges, and to memorialize their mutual understandings with regard to the manner in which the Development Site, the Commercial Improvements and the Public Improvements would be developed; and WHEREAS, the City and the Developer have determined that certain terms of the Agreement should be amended in order to allow the continued redevelopment of the Development Site, which will continue to confer substantial benefits, including additional jobs and revenues, upon the City and its constituents, while encouraging significant redevelopment in the surrounding area, and WHEREAS, the City Council passed Ordinance No. -18 on , 2018, approving the form of this Amendment and authorizing the City Manager to execute this Amendment on behalf of the City and to take or cause to be taken all necessary and proper actions to effectuate the intent of this Amendment; NOW, THEREFORE, in consideration of the promises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties acknowledge and affirm the foregoing and agree as follows: Section 1. Representations and Warranties of the Parties. 1.1. Citv Representations and Warranties. The City represents and warrants as of the date of delivery of this Amendment that: 1.1.1. It is a municipal corporation and political subdivision duly organized and validly existing under the Constitution and laws of the State and its Charter. - 1 - 1. 1.2. It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to City which would impair its ability to carry out its obligations contained in the Agreement, as amended by this Amendment. 1.1.3. It is legally empowered to execute, deliver and perform the Agreement, as amended by this Amendment, and to enter into and carry out its obligations contemplated by the Agreement, as amended by this Amendment. Execution, delivery and performance by the City of its obligations under the Agreement, as amended by this Amendment, do not and will not violate or conflict with any provision of law applicable to City, including its Charter, and do not and will not conflict with or result in a default under any agreement or instrument to which City is a party or by which it is bound wherein a violation, conflict or default would materially and adversely affect the City's ability to carry out its obligations under the Agreement, as amended by this Amendment. 1.1.4. This Amendment has, by proper action, been duly authorized, executed and delivered by City and all steps necessary to be taken by City have been taken to constitute this Amendment, and the obligations of City contemplated herein are legal, valid and binding obligations of City, enforceable in accordance with their terms, except as limited by applicable relief, liquidation, conservership, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time, to the applicable of equitable principles, whether considered in a proceeding at law or in equity, to the exercise of judicial discretion, and to limitations on legal remedies against public entities. 1.1.5. To the knowledge of the individuals signing this Amendment on behalf of the City, there is no litigation pending or threatened against or by the City wherein an unfavorable ruling or decision would materially and adversely affect the City's ability to carry out its obligations under the Agreement, as amended by this Amendment. 1.2. Developer Representations and Warranties. The Developer represents and warrants as of the date of delivery of this Amendment that: 1.2.1. It is a limited liability company duly organized and validly existing and in full force and effect under the laws of the State, and has power to do business in the State. 1.2.2. It is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Developer that would impair its ability to carry out its obligations contained in the Agreement, as amended by this Amendment. 1.2.3. It is legally empowered to execute, deliver and perform the Agreement, as amended by this Amendment, and to enter into and carry out the transactions contemplated by this Agreement, as amended by this Amendment. That execution, delivery and performance by the Developer of its obligations under the Agreement, as amended by this Amendment, do not and will not violate or conflict with any provision of law applicable to the Developer, and do not and will not conflict with or result in a default under any agreement or instrument to which the Developer is a party or by which it is bound. The Developer has obtained all necessary consents for its execution and delivery of this Amendment, and neither the execution and delivery of this -2- Amendment, nor consummation of any of the transactions herein contemplated, nor compliance with the terms and provisions hereof will contravene the organizational documents of the Developer, Block Owner or any Affiliate, nor any laws to which Developer or its Affiliates are subject, or any judgment, decree, license, order or permit applicable to the Developer, or will conflict with or be inconsistent with, or result in any breach of any of the terms of the covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of a lien upon any of the property or assets of the Developer, Block Owner or its Affiliates pursuant to the terms of, any indenture, mortgage, deed of trust, agreement or other instrument to which the Developer, Block Owner or any of its Affiliates is a party or by which Developer or any Affiliate is bound, or to which Developer, Block Owner or any Affiliate is subject. 1.2.4. This Amendment has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Amendment, and the covenants and agreements of the Developer contemplated herein are valid and binding obligations of the Developer, enforceable in accordance with their terms. The individual executing this Amendment on behalf of the Developer has been duly authorized to act for and to bind the Developer to its terms. No consent, authorization, approval, order or other action by, and no notice to or filing with, any court or Governmental Authority or regulatory body or third party, is required for the execution, delivery and performance by Developer of this Amendment. 1.2.5. To the knowledge of the Developer, there is no litigation pending or threatened against or by the Developer, Block Owner or any Affiliate wherein an unfavorable ruling or decision would materially and adversely affect the Developer's ability to carry out its obligations under the Agreement, as amended by this Amendment. 1.2.6. It is in compliance with State of Ohio campaign financing laws contained in Ohio Revised Code Chapter 3517. 1.2.7. No event has occurred and no condition exists with respect to it that would constitute a Developer Default under the Agreement, as amended by this Amendment, or that, with the lapse of time or with the giving of notice or both, would constitute a Developer Default under the Agreement, as amended by this Amendment. 1.2.8. Developer is currently in compliance with, and not currently in violation of, any provisions of Ohio Revised Code Section 2921.42 that may be applicable to it, and will take no action inconsistent with those laws, as any of them may be amended or supplemented from time to time. 1.2.9. Developer is not aware of any finding for recovery having been issued against it or any Block Owner or Affiliate by the Auditor of the State of Ohio which is "unresolved". Section 2. Roadwav Improvements. The City and the Developer acknowledge that the scope of the Roadway Improvements has changed as a result of further traffic planning and input by both the City and the Developer. Accordingly, the City and Developer agree that Exhibit C of the Agreement is hereby amended and restated in its entirety with Exhibit C attached to this -3- Amendment. The City and Developer further acknowledge that costs of the Roadway Improvements have been and are expected to be higher than originally anticipated in the Agreement due to the changes in the scope of the Roadway Improvements and industry -wide increases in labor and construction material costs, and agree that the CFCFA/NCA Roadway Funding shall include CFCFA/NCA Debt sufficient to fund up to $ of Phase 2 Roadway Improvements and $ of Phase 3 Roadway Improvementsi. Section 3. Public Improvement Costs; CFCFA/NCA Debt. (a) The City and Developer acknowledge that the Public Improvement Costs forthe Community Facilities for Block A and Block Z have been higher than projected under Section 7.2 of the Agreement, and that the Public Improvement Costs for the Community Facilities for Block D, Block F and Block G are also expected to exceed those projected costs. As a result of the changes in scope and increased costs of the Community Facilities and the Roadway Improvements, the City hereby approves an increase in funding by the CFCFA/NCA Debt from $61,000,000 to an amount equal to the sum of the following: (a) the current amount funded by the outstanding CFCFA/NCA Debt issued for the parking garages located on Block A and Block Z, the Events Center located on Block A, and Phase 2 Roadway Improvements, plus (b) the Public Improvement Costs for the Phase 3 Roadway Improvements, as approved by the City, plus (c) the Public Improvement Costs for the Community Facilities to be located on each of Block D, Block F and Block G, in each case as approved by the City. (b) The City and Developer agree that Exhibit E of the Agreement is hereby amended and restated in its entirety with Exhibit E attached to this Amendment in order to modify the use of Service Payments and NCA Charges from Blocks D, F and G. (c) The Developer agrees that, prior to the issuance of the CFCFA/NCA Debt for the Community Facilities for Block D and the Phase 3 Roadway Improvements (the `BlockD DebP'), the NCA Declaration will be modified for Block D to provide that the Bridge Park NCA will levy and collect NCA Charges from Block D in an amount such that the Service Payments and NCA Charges from Block D in any year that are available for payments of principal and interest due on the Block D Debt in that year under Section 5, paragraph (4) of Exhibit E to this Amendment will be at least 1.2 times the amount of such principal and interest payments. The foregoing does not modify the requirements otherwise applicable to the NCA Charge and the NCA Declaration under Section 9 of the Agreement. (d) The Developer agrees that, prior to the issuance of the CFCFA/NCA Debt for the Community Facilities for Block F (the BlockFDebf'), the NCA Declaration will be modified for Block F to provide that the Bridge Park NCA will levy and collect NCA Charges from Block F in an amount such that the Service Payments and NCA Charges from Block F in any year that are available for payments of principal and interest on the Block F Debt due in that year under Section 4, paragraph (4) of Exhibit E to this Amendment will be at least 1.2 times the amount of such principal and interest payments. The foregoing does not modify the requirements otherwise applicable to the NCA Charge and the NCA Declaration under Section 9 of the Agreement. 'Note revised Exhibit C should show up to $100,000 of costs for the west plaza retaining wall as part of the Phase 3 Roadway Improvements. -4- (e) The Developer agrees that, prior to the issuance of the CFCFA/NCA Debt for the Community Facilities for Block G (the "Block G Debf'), the NCA Declaration will be modified for Block G to provide that the Bridge Park NCA will levy and collect NCA Charges from Block G in an amount such that the Service Payments and NCA Charges from Block G in any year that are available for payments of principal and interest due on the Block G Debt in that year under Section 4, paragraph (4) of Exhibit E to this Amendment will be at least 1.2 times the amount of such principal and interest payments. The foregoing does not modify the requirements otherwise applicable to the NCA Charge and the NCA Declaration under Section 9 of the Agreement. (f) In recognition of the advantageous long-term financing terms that the Developer has been able to secure for the CFCFA/NCA Debt that were not originally contemplated by the Parties on the Effective Date of the Agreement, the City agrees that Issuance Costs for each issue of the CFCFA/NCA Debt may be up to 3.50% of the principal amount of that issue, and that any CFCFA/NCA Debt that is issued as debtthe interest on which is subject to federal income taxation shall permit optional redemption at a redemption price of par plus accrued interest no later than 15 years after the date of issuance. (g) In consideration of the amendments contained in the foregoing paragraphs (b) -(e), the City hereby releases the Developer from the Developer's obligation as described in Section 5 of the Amendment to Open -End Mortgage, Service Agreement and Agreement as to Imposition of Continuing Priority Lien, dated as of January 20, 2017, by and between the City, Bridge Park Events Center, LLC, an Ohio limited liability company, Bridge Park Hotel, LLC, an Ohio limited liability company, KW Dublin Investments, LLC, an Ohio limited liability company, and the Developer. Section 4. Bed Tax Grant. In order to accommodate the City's desire to provide additional funding to the Dublin Convention and Visitor's Bureau, Section 7.3 of the Agreement is hereby amended and restated in its entirety as follows: 7.3. Bed Tax Grant. The City will provide an annual grant (the `Annual Granf') to the Bridge Park NCA in an amount equal to 25% of the lodging tax generated by the City from the operation of any hotel in the Development Site and the hotel located at 5000 Upper Metro Place in the City, after deducting such amount as determined by the City Council to be paid to the Dublin Convention & Visitor's Bureau from time to time from all lodging taxes collected by the City (the `DCVB Amount'). The City acknowledges that the Annual Grant generated from the hotels located on Block A and the hotel located at 5000 Upper Metro Place has been pledged to the currently outstanding CFCFA/NCA Debt issued in 2017 to finance the Community Facilities for Block A and the Phase 2 Roadway Improvements, and the City agrees that the DCVB Amount for those two hotels shall not exceed 25% of the lodging taxes collected from those two hotels for so long as that currently outstanding CFCFA/NCA Debt remains outstanding and the Annual Grant is pledged to that debt. The Annual Grant will be used by the Bridge Park NCA to pay a portion of the operating, maintenance and capital expense costs of the Community Facilities or debt service on the CFCFA/NCA Debt. The City may re-evaluate the Annual Grant and choose not to make the Annual Grant at any time after all CFCFA/NCA Debt has been repaid or defeased. - 5 - Section 5. Public Market. The public market described and depicted on Exhibit 5 attached to this amendment (the "Public Market") is hereby approved and is added to the definition of "Community Facilities" and "Public Improvements" for all purposes of the Agreement. The Public Market shall at all times be owned by the CFCFA or the Bridge Park NCA and operated by a not-for-profit operator approved by the City. The Operation and Maintenance Agreement for the Public Market shall be in a form mutually agreed by City, CFCFA or Bridge Park NCA (as applicable). The Developer (until completion of the Commercial Improvements to all Blocks) hereby agrees, and shall cause the Block Owner of D Block to agree, that it will keep and maintain, or cause to be kept and maintained, the Public Market in good, operable, and usable condition and repair, normal wear and tear excepted, but, in any event, consistent with the North Market in Columbus, Ohio, and shall make or cause to be made any and all repairs or replacements as may be required to maintain such standards. Specifically, the Developer and applicable Block Owner shall perform the specific maintenance with respect to the Public Market generally in accordance with a maintenance standards manual prepared by Developer or Block Owner and approved by City. The form of Operation and Maintenance Agreement for the Public Market must be approved by Developer, Block Owner and City prior to construction of the Public Market. In order to assist in the funding of the Public Market, the Bridge Park NCA shall levy the 0.5% Retail Charge on all Blocks as described in the NCA Declaration. The Retail Charge shall be used as provided in Section 5 of Exhibit E to this Amendment Section 6. Miscellaneous. 6.1. Binding Effect. The provisions of this Amendment shall be binding upon the successors and/or assigns of the Parties. 6.2. Captions. The captions and headings in this Amendment are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Amendment. 6.3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State without regard to its principles of conflicts of laws. All claims, counterclaims, disputes and other matters in question between the City, its agents and employees, and the Developer, its employees and agents, arising out of or relating to this Amendment or its breach will be decided in a court of competent jurisdiction within Franklin County, Ohio. 6.4. Continued Effectiveness of Agreement: Interpretation. The Agreement, as amended by this Amendment, shall remain in full force and effect in accordance with its terms except as expressly amended herein. The rules of interpretation set forth in Section 1.2 of the Agreement shall also apply to this Amendment. 6.5. Executed Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute but one and the same instrument. It shall not be necessary in proving this Amendment to produce -6- or account for more than one of those counterparts. Signatures transmitted by facsimile or electronic means are deemed to be original signatures. 6.6. Exhibits. All exhibits to this Amendment are incorporated herein by reference and made a part hereof, to the same extent as if set out in full herein. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK- SIGNATURE PAGES FOLLOW) -7- IN WITNESS WHEREOF, the City and the Developer have caused this Amendment No. 1 to Development Agreement to be executed in their respective names by their duly authorized officers as of the last date set forth below. Approved as to Form and Correctness: By: Printed: Jennifer D. Readler Title: Law Director CITY OF DUBLIN, OHIO By: Printed: Dana L. McDaniel Title: City Manager Date: CRAWFORD HOYING DEVELOPMENT PARTNERS, I_,I_,C Exhibit C Roadway Improvements III — PAwe In C-1 FIT, " ;PC i —rnPIIM 2F S PM1[w2 F.k J� —= v .i[x euMx mCIHO I Gam %il 1 1 NM �fN xipm e ve I wnfA� __ it 1txn PAael uux. PA[�etllB e dill K p J i Pn TIP 4� i l tuft � o RLOMC ua ,uNhhh, � ta—r>.T. B° y o�I " _ m wx I^� 3 III — PAwe In C-1 FIT, " Exhibit E Application of Service Pavments and NCA Revenues Section 1. DeTmitions. As used in this Exhibit E, the following terms have the meanings set forth in this Section. Capitalized terms not defined in this Section or elsewhere in this Exhibit E have the meanings set forth in Section 1 of the Agreement. "City Debt" means any debt issued by City to finance the City Parking Facility Funding. "CPI Index" means, for any year, the product of (a) the average annual Consumer Price Index for the immediately preceding year minus the average annual Consumer Price Index for the second preceding year, divided by (b) the average annual Consumer Price Index for the second preceding year (ie the CPI Index for calendar year 2015 equals the 2014 Consumer Price Index (237.897) minus the 2013 Consumer Price Index (233.806), divided by the 2013 Consumer Price Index (233.806) = 0.017). As used in this definition, "Consumer Price Index" means the "Consumer Price Index for All Urban Consumers (not seasonally adjusted) — All Items Less Food and Energy" as published by the U.S. Bureau of Labor Statistics. "Maximum O&M Deposit" means an amount equal to $300,000, increased for each calendar year, beginning calendar year 2016, by an amount equal to the product the O&M Deposit amount for the previous year multiplied by the CPI Index. The O&M Deposit for any Community Facility shall not be made until such facility is complete, and shall be prorated for the first year based on the number of months during the year that such facility is expected to be operational at the time of the O&M Deposit (i.e. if a Parking Facility is expected to be operational beginning in October 2016, the O&M Deposit made in calendar year 2016 for that Parking Facility will be equal to 25% of the otherwise applicable O&M Deposit). The O&M Deposit for the Community Events/Conference Facility shall be determined in the Operation and Maintenance Agreement for the Community Events/Conference Facility. The O&M Deposit for the Public Market shall be determined in the Operation and Maintenance Agreement for the Public Market. `Maximum O&M Reserve A mount' 'means an amount equal to $600,000, increased for each calendar year, beginning calendar year 2016, by an amount equal to the product the Maximum O&M Reserve Amount for the previous year multiplied by the CPI Index. The Maximum O&M Reserve Amount for the Community Events/Conference Facility shall be determined in the Operation and Maintenance Agreement for the Community Events/Conference Facility. The Maximum O&M Reserve Amount for the Public Market shall be determined in the Operation and Maintenance Agreement for the Public Market. "Trustee" means the indenture trustee for the applicable issue of CFCFA/NCA Debt. Section 2. Pavment of NCA Revenue to Citv. The Cooperative Agreement shall provide that the Bridge Park NCA will retain all NCA Revenue it receives from Blocks B and C (other than NCA Revenue that would otherwise be collected as part of the Minimum Service Payment described in clause (ii) of Section 8.3 of the Development Agreement, which shall be paid to City) and apply that NCA Revenue first to costs of operating, maintaining and performing capital repairs for the Parking Facilities and second to paying administrative expenses of the E-1 Bridge Park NCA unless otherwise approved by City. For all other Blocks, the Cooperative Agreement shall provide that the Bridge Park NCA will pay over all NCA Revenue it receives to City within 30 days of its receipt, less a deduction of up to $45,000 annually (unless otherwise approved by City) to restore the account maintained by the Bridge Park NCA to pay its administrative expenses to a maximum of $45,000. The deduction for administrative expenses will be prorated across the NCA Revenue from all Blocks (including Blocks B and C) based on the total NCA Revenue from all Blocks. Section 3. Application of Service Payments from Block B and Block C. The Cooperative Agreement shall provide that the City will retain all Service Payments from Block B and Block C to pay for its costs of providing the City Parking Facility Funding and the City Roadway Funding. If the City collects Minimum Service Payments from Block B and Block C pursuant to clause (i) of Section 8.3 of the Development Agreement (i.e. if the NCA Charge is not paid when due), the City will remit all such amounts (other than amounts collected to satisfy the obligations described under clause (ii) of Section 8.3 of the Development Agreement) to or at the direction of the Bridge Park NCA for the Bridge Park NCA to apply first to costs of operating, maintaining and performing capital repairs for the Parking Facilities and second to paying administrative expenses of the Bridge Park NCA unless otherwise approved by City. Section 4. Application of Service Payments and NCA Revenue from Blocks A, F, G, H and Z. The Cooperative Agreement shall provide that the City will apply on each May 15 and November 15, or such later date that the City receives the semi-annual distributions of Service Payments and NCA Charges, all Service Payments and NCA Revenue from Block A, Block F, Block G, Block H and Block Z that it has received since the prior application of such funds in the following order of priority, provided that, unless otherwise approved by City, Service Payments resulting from the 5709.40(C) TIF Ordinance shall be applied first, NCA Revenues shall be applied second, and Service Payments resulting from the 5709.41 TIF Ordinance shall be applied last, and provided further, no Service Payments resulting from the 5709.40(C) TIF Ordinance shall be applied to reimburse or pay debt charges on CFCFA/NCA Debt to the extent that proceeds of that debt were used to pay costs of reserved parking spaces: (1) If and to the extent that Service Payments are collected pursuant to the 5709.40(C) TIF Ordinance, to Franklin County for the payment of any compensation due to the County as a result of such exemption pursuant to Ohio Revised Code Section 5709.40(E) or any compensation agreement between City and County with respect to such exemption. (2) If Service Payments are collected pursuant to the TIF Ordinance, to the City for payment to the Dublin City School District and the Tolles Career and Technical Center the amount due pursuant to Section 1(a) of the Bridge Street District Cooperative Agreement between such school district and City (generally being an amount equal to 10% of the taxes each school district would have otherwise received absent the exemptions provided by the TIF Ordinance in years 16-30 of each such exemption). E-2 (3) To the Trustee for payment of any rebate liability to the federal government with respect to the CFCFA/NCA Debt. (4) To the Trustee the amount necessary for the payment of interest and principal on the next payment date (to the extent not already funded) plus, for CFCFA/NCA Debt with annual principal payments, one-half of the scheduled principal amount due on the next principal payment date on the CFCFA/NCA Debt (subject to the interest rate restrictions on the CFCFA/NCA Debt described in Section 7.2.2 of the Agreement), plus any fixed fees of the Trustee and the CFCFA as issuer of the CFCFA/NCA Debt. (5) To the Trustee an amount equal to 90% of the Service Payments and NCA Revenues from each Block for deposit into the debt service reserve fund for the CFCFA/NCA Debt until the amount on deposit in that fund equals 10% of the outstanding principal amount of the CFCFA/NCA Debt. (6) To the Trustee, solely from NCA Revenues, the amount necessary, not to exceed the Maximum O&M Deposit, to restore to the Maximum O&M Reserve Amount the operating and maintenance reserve fund for the Community Facilities (except for the Public Market) held under the trust indenture for the CFCFA/NCA Debt. (7) To the City, an amount equal to the shortfall, if any, in Minimum Service Payments due for Blocks B and C and the City's annual debt service payment for the City Parking Facility Funding and the City Roadway Funding. (8) To the Trustee, 50% of the amount remaining after application of paragraphs 1-7 to be used for optional redemption of the CFCFA/NCA Debt at the next earliest optional redemption date (provided that such use of revenue from Block F and Block G shall be at the option of the City). (9) To the City, all remaining amounts. Section 5. Application of Service Payments and NCA Revenue from Block D and the Retail Charge. The Cooperative Agreement shall provide that the City will apply on each May 15 and November 15, or such later date that the City receives the semi-annual distributions of Service Payments and NCA Charges, all Service Payments and NCA Revenue from Block D plus all NCA Revenue from the Retail Charge that it has received since the prior application of such funds in the following order of priority, provided that, unless otherwise approved by City, Service Payments resulting from the 5709.40(C) TIF Ordinance shall be applied first, NCA Revenues shall be applied second, and Service Payments resulting from the 5709.41 TIF Ordinance shall be applied last, and provided further, no Service Payments resulting from the 5709.40(C) TIF Ordinance shall be applied to reimburse or pay debt charges on CFCFA/NCA Debt to the extent that proceeds of that debt were used to pay costs of reserved parking spaces: (1) If and to the extent that Service Payments are collected pursuant to the 5709.40(C) TIF Ordinance, to Franklin County for the payment of any compensation due to the E-3 County as a result of such exemption pursuant to Ohio Revised Code Section 5709.40(E) or any compensation agreement between City and County with respect to such exemption. (2) If Service Payments are collected pursuant to the TIF Ordinance, to the City for payment to the Dublin City School District and the Tolles Career and Technical Center the amount due pursuant to Section 1(a) of the Bridge Street District Cooperative Agreement between such school district and City (generally being an amount equal to 10% of the taxes each school district would have otherwise received absent the exemptions provided by the TIF Ordinance in years 16-30 of each such exemption). (3) To the Trustee for payment of any rebate liability to the federal government with respect to the CFCFA/NCA Debt. (4) To the Trustee the amount necessary for the payment of interest and principal on the next payment date (to the extent not already funded) plus, for CFCFA/NCA Debt with annual principal payments, one-half of the scheduled principal amount due on the next principal payment date on the CFCFA/NCA Debt (subject to the interest rate restrictions on the CFCFA/NCA Debt described in Section 7.2.2 of the Agreement), plus any fixed fees of the Trustee and the CFCFA as issuer of the CFCFA/NCA Debt. (5) To the Trustee, solely from NCA Revenues, the amount necessary, not to exceed the Maximum O&M Deposit, to restore to the Maximum O&M Reserve Amount the operating and maintenance reserve fund for the Public Market held under the trust indenture for the CFCFA/NCA Debt issued for the Public Market. (6) To the City, an amount equal to the shortfall, if any, in Minimum Service Payments due for Blocks B and C and the City's annual debt service payment for the City Parking Facility Funding and the City Roadway Funding. (7) To the Trustee, the amount remaining after application of paragraphs 1-6 to be used for special redemption of the CFCFA/NCA Debt issued for D Block at the next earliest special redemption date. (8) To the City, all remaining amounts. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK- END OF EXHIBIT E) E-4 Exhibit 5 Description and Depiction of the Public Market The proposed Public Market includes approximately 34,000 square feet of floor space and is located in the ground floor of the Block D Garage, on Longshore Street between hiller Ridge Drive and John Shields Parkway. The Public Market will be operated by a non-profit entity and be similar in operations and business model to the North Market located in the City of Columbus ONO. Public Market can be primarily defined as: 1. The primary sales of food, typically including meat, fish, dairy, produce, baked goods, unique beverages, prepared foods, but also sales of other von -food items made by local artisans. 2. Open seven days per week, year round, unlike farmer's markets which typically catty operate seasonally one day per week. 3. Collection of independent, small businesses that are owner operated on site daily. 4. Fulfilling a public purpose beyond sales of food and other goods; it provides residents an experience and public gathering place which is a civic resource to all.