Ordinance 14-22RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
14 -22 Page 2
Section 4 . This Ordinance shall be in full force and effect on the earlie st date
permitted by law.
Pa ssed thi s 'J.54!: day of _A-+p_n_l __ _,. 2022.
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To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: April 19 2022
Initiated By: Megan D. O’Callaghan, Deputy City Manager/Chief Finance and Development Officer
Jenna Goehring, Economic Development Administrator
Tina Wawszkiewicz, Civil Engineer II
Kendel Blake, Management Analyst
Re: Ordinance 14-22 - Authorizing the Provision of Certain Incentives to Mount Carmel
Health System to Induce it to Establish a Northwest Healthcare Campus Within the
City; and Authorizing the Execution of an Economic Development Agreement.
Ordinance 15-22 - Authorizing the City Manager to Enter Into an Infrastructure
Agreement with Mount Carmel Health System for the Mount Carmel Health System
Project.
Update
On April 11, 2022, Dublin City Council held the first reading of Ordinance 14-22 for an economic
development agreement between the City of Dublin and Mount Carmel Health System (“Mount
Carmel”). At the same meeting, City Council also held the first reading of Ordinance 15-22 for an
infrastructure agreement between the City of Dublin and Mount Carmel.
Mount Carmel desires to construct up to 314,520 square feet of development in two phases including
an in-patient hospital, ambulatory care facility, and medical offices (“the Development”). Phase 1
allows for the development of the primary building consisting of an inpatient hospital, ambulatory
care facility, and attached medical office building (MOB). Phase 2 allows for the development of the
detached building MOB.
City staff and Mount Carmel have worked collaboratively to draft the terms of an Economic
Development Agreement and Infrastructure Agreement for this project. At the meeting on April 11th,
Council raised several questions about the draft agreements, which are addressed below. The
documents provided for the first readings are attached for reference regarding the specifics of the
proposed development and the terms of the draft agreements. This memorandum is intended to
address questions and clarifications necessary based on the discussion at the first reading.
Economic Development Agreement
The proposed Economic Development Agreement remains largely the same as was presented at the
first reading with the exception of Section 2(f) which addresses “City Land.” The City owns
approximately 1.5 acres of residual property at 4045 Bright Road, located in the SE corner of Emerald
Parkway and Bright Road. The draft agreement previously indicated that “From 2022 through 2027,
the City of Dublin agrees to make this land available to Mount Carmel at a cost of $0, contingent
upon the commencement of construction of a later phase medical office building.” City Council
requested the language referencing “a later phase medical office building” be clarified. Accordingly,
this language has been revised to “…a future phase medical office building located along Bright Road
and incorporating PID: 273-008616 within the Development Plan.”
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 Memo
Memo re. Mount Carmel Health System Economic Development Agreement and Infrastructure Agreement
April 19, 2022
Page 2 of 3
Infrastructure Agreement
The proposed Infrastructure Agreement remains largely the same as was presented at the first
reading with changes proposed to Sections 1, 2, and 3.
Section 1 Emerald Parkway Main Entry Improvements - Dublin staff have determined the traffic
control at this access point will be a roundabout and the language in Section 1 has been revised to
reflect this determination. Dublin staff tasked an engineering consultant with evaluating the
recommended traffic control type at this intersection. Staff completed the review of the evaluation
report and have discussed the report with the Mount Carmel applicant team. The evaluation
recommends that this intersection be constructed as a roundabout, for a variety of reasons:
• the signal option would create a sight distance issue with the opposing left turn lanes and
the inherent curvature along Emerald Parkway,
• the signal option would cause queuing in the long-term that is expected to block the
emergency entrance to the south of the main access,
• while the initial construction cost of a roundabout is higher, the long-term life-cycle
operational costs are expected to be lower with a roundabout than a traffic signal, and
• there are inherent benefits to a roundabout, such as reduced delay, fuel consumption and
emissions, and providing consistent character and traffic operation of the corridor.
Section 2 Emerald Parkway Service Drive Entry Improvements - Minor non-substantive edits are
proposed to clarify the language is addressing the entry point as opposed to the access drive.
Section 3 Bright Road Right-of-Way Access Improvements - Council requested the word “maintain”
be added to Section 3 to clarify Mount Carmel will be responsible for designing, constructing, and
maintaining the Project’s internal drives and Bright Road Access Drive.
City Council also requested overall cost information associated with the Infrastructure Agreement.
The Mount Carmel TIS identifies the following infrastructure improvements to the surrounding road
roadway network to mitigate the impact of the additional traffic generated by this proposed
Development. Due to the unique relationship of the Development with the City’s previously studied
and identified Bright Road Corridor Improvements, a non-traditional funding and implementation
approach is being proposed to address the transportation improvements. Dublin’s estimated
contribution is indicated for each improvement.
Improvement Dublin Cost Notes
Emerald Parkway Service Drive Entry
Improvements $0
Emerald Parkway Main Entry Improvements
– Roundabout $1,800,000 Mount Carmel to contribute $300,000
toward estimated $2,100,000 total cost.
Bright Road Right-of-Way and Access
Improvements $375,000 Left turn lane to be included in City’s
Bright Road Corridor Improvements.
Sawmill Road Access Improvements $0
Right-of-Way/Easements from Mount Carmel $0
Water and Sanitary Sewer Services $0
TOTAL: $2,175,000
Memo re. Mount Carmel Health System Economic Development Agreement and Infrastructure Agreement
April 19, 2022
Page 3 of 3
Additionally, with regard to the Bright Road Corridor, from 2016-2019, the cities of Dublin and
Columbus performed a Corridor Study for Sawmill Road, which included Bright Road east of Emerald
Parkway. This Corridor Study was completed for future planning purposes in preparation for
development to occur and focused on infrastructure needs in each corridor. Results of the Corridor
Study were presented to City Council in June 2019 and to the East Dublin Civic Association in October
2019. The Bright Road Corridor project design was intentionally delayed until such time as area
development was better understood to ensure long term viability of improvements. As development
progresses in the area, this Corridor Study is used as a baseline. The recommendations in the Mount
Carmel TIS for improvements at the Sawmill Road and Bright Road intersection are consistent with
the improvements recommended in the City’s 2019 Corridor Study. The Mount Carmel Development
is expected to contribute less than 4% of the overall traffic at this intersection, which does not
require any additional improvements. Therefore, the intersection needs are considered background
improvements, as they are needed with or without the site traffic generated by the Development.
These improvements include an additional eastbound lane on Bright Road, providing a dedicated
eastbound right turn lane from Bright Road to Sawmill Road; and a second dedicated northbound
left turn lane from Sawmill Road to Bright Road. The second left turn lane also requires a second
receiving lane, westbound on Bright Road, which will taper back down to one lane prior to the
Emerald Parkway roundabout.
With the use and infrastructure needs for this significant site identified, now is the appropriate time
to proceed with designing and implementing the improvements recommended in the City’s 2019
Corridor Study for the Bright Road Corridor between Emerald Parkway and Sawmill Road, including
the Bright Road and Sawmill Road intersection. Preliminary Engineering is underway and the initial
roadway layout was shared with the East Dublin Civic Association in March. The design also includes
separated bicycle and pedestrian facilities, along with dedicated left turn lanes into the development
site. The City will continue the public engagement process as the plans progress. Detailed design
will immediately follow the preliminary engineering. The estimated construction cost of the Bright
Road Corridor Improvements between Emerald Parkway and Sawmill Road, including the Bright Road
and Sawmill Road Intersection, is currently preliminarily estimated to be $4,950,000.
Funding
The funds required to satisfy Dublin’s obligations under the Infrastructure Agreement will be
programmed as part of the five-year 2023 – 2027 Capital Improvements Program (CIP) update.
The funding for design of the Bright Road Corridor Improvements between Emerald Parkway and
Sawmill Road, including the Bright Road and Sawmill Road intersection was included in the Q1
Supplemental Appropriations Ordinance 04-22 approved in March. Construction funding will be
requested as part of the CIP update.
Recommendation
Staff recommends approval of Ordinance 14-22 and Ordinance 15-22, authorizing the City Manager
to enter into an Economic Development Agreement and Infrastructure Agreement with Mount Carmel
Health System at the second reading on April 25.
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ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this
_____ day of __________, 2022 (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 (the “State”) and its Charter, and MOUNT CARMEL HEALTH
SYSTEM, an Ohio nonprofit corporation (the “Company” and together with the City, the “Parties”),
under the circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the “Strategy”) approved by
Dublin City Council Resolution No. 56-19 adopted on October 19, 2019, the City desires to
encourage commercial office development and create and preserve jobs and employment
opportunities within the City; and
WHEREAS, based on the results of the Company’s recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, the Company desires to develop, construct and operate a healthcare campus
within the City; and
WHEREAS, pursuant to Ordinance No. ___-22 passed on __________, 2022, the City has
determined to offer the economic development incentives described herein to induce the Company
and its Affiliated Entities (as defined below) to develop, construct and operate a healthcare campus
within the City, which will result in the creation of new jobs and employment opportunities to
improve the economic welfare of the people of the State of Ohio and the City, all as authorized in
Article VIII, Section 13 of the Ohio Constitution; and
WHEREAS, the City and the Company have determined to enter into this Agreement to
provide these incentives in order to induce the Company and its Affiliated Entities to develop,
construct and operate a healthcare campus, and facilitate the creation of new jobs and employment
opportunities, all within the City;
NOW THEREFORE, in consideration of the foregoing, the promises contained herein, and other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
City and the Company agree and obligate themselves as follows:
Section 1. Company’s Agreement to Develop, Construct and Operate a Healthcare
Campus, and Create New Jobs and Employment Opportunities, all within the City.
(a) In consideration for the economic development incentives to be provided by the City
herein, the Company, together with its Affiliated Entities, agrees that it will develop, construct and
operate a healthcare campus within the City (the “Facility”) which will result in the creation of new
jobs and employment opportunities, all within the City, and all consistent with the terms of this
Agreement. The Company and its Affiliated Entities expect to create three hundred forty-two (342)
new employee positions within the City by December 31, 2035. The total estimated payroll
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withholdings for the new employee positions is estimated to be approximately Five Million Eight
Hundred Two Thousand Eight Hundred Five and 00/100 Dollars ($5,802,805) through December 31,
2035.
(b) The Company agrees that the City’s obligations to remit the payment pursuant to
Section 2 of this Agreement shall be contingent upon (i) the Company delivering to the City written
evidence that it has acquired the site upon which the Facility will be constructed, (ii) the City issuing
to the Company (which issuance will not be unreasonably withheld, delayed or conditioned) a
certificate of occupancy (the “Certificate of Occupancy”) for the Facility, (iii) the Company
occupying the Facility and (iv) such other conditions as are set forth in Section 2; provided, however,
and notwithstanding any provision herein to the contrary, if the Company shall, after having acted in
good faith, fail to deliver written evidence as to the acquisition of the site upon which the Facility will
be constructed, receive the Certificate of Occupancy or occupy the Facility, each within the respective
periods set forth in subsections 3(s)(i), 3(s)(ii) and 3(s)(iii), (v) this Agreement will terminate without
such failure constituting a breach by the Company, (vi) the City’s obligation to remit the Annual
Incentive Payments will be terminated and (vii) the Company will owe no penalties to the City as a
result of such failure, provided, however, the Parties may extend the respective time periods set forth
in subsections 3(s)(i), 3(s)(ii) and 3(s)(iii) in a written amendment to this Agreement.
Section 2. City’s Agreement to Provide Incentives.
(a) General. In consideration for the Company’s agreement to develop, construct and
operate a healthcare campus within the City, the City agrees to provide economic development
incentives to the Company in accordance with this Section 2.
(b) Workforce Creation Incentive.
(i) Calculation of Actual Payroll Withholding Taxes. On or before March 15 of
each of the years 2027 through 2036, the City shall calculate the actual payroll withholding
taxes collected and received during the then preceding calendar year and in respect of that
preceding calendar year by the City from all Employees (as defined below). For purposes of
that calculation, the Parties acknowledge and agree that the total amount of actual payroll
withholding taxes in respect of any calendar year shall be determined based solely upon the
amount of payroll withholding tax payments actually received by the City from (or on behalf
of) the Company or any Affiliated Entity during that calendar year. The Parties further
acknowledge and agree that any amount received by the City in respect of any calendar year
but following the conclusion of that calendar year will not be considered in the total amount
of actual payroll withholding taxes for that calendar year; provided, however, the City reserves
in its sole discretion the right to waive this limitation.
For purposes of this Section 2, “Employees” shall include only those individuals
employed by the Company or any Affiliated Entity and working within the City.
For purposes of this Agreement, “Affiliated Entity” or “Affiliated Entities” shall mean
any entity listed on EXHIBIT A or any entity controlled by or under common control with the
Company and/or Trinity Health Corporation and, “controlled by” or “under common control
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with” will refer to the possession, directly or indirectly, of the legal power to direct or cause
the direction of the management and policies of an entity, whether through the exercise of, or
the ability to exercise, voting power or by contract. The Parties agree that the payroll
withholdings taxes of any Employee(s) employed by an Affiliated Entity which is not
included on EXHIBIT A shall not be included in the computations described in this Section 2
until such time as the Company shall have submitted a written request to the City which
identifies the Affiliated Entity and that Affiliated Entity’s Federal Employer Identification
Number, and such request shall have been approved in writing by the City, which approval
shall not be unreasonably conditioned, delayed or withheld; provided, however, the payroll
withholdings taxes of any Employee(s) employed by an Affiliated Entity shall not be included
in the computations described in this Section 2 in respect of any particular calendar year if
those payroll withholdings taxes are for that particular calendar year included in the
computations for a separate City municipal income tax-based incentive payment. Promptly
following the City’s approval of such additional Affiliated Entity, the Parties agree that
EXHIBIT A will be updated to reflect that additional Affiliated Entity.
All obligations of the Company under this Section 2 may be satisfied by any
combination of Company and any Affiliated Entity; provided, however, Actual Withholdings
(as defined below) in any calendar year shall not include those actual payroll withholding
taxes collected and received by the City during such calendar year which are received (net of
refunds) in respect of any person if such person was employed in the City by an Affiliated
Entity immediately preceding the occurrence of the event resulting in the recognition of such
entity as an Affiliated Entity.
(ii) Information Relating to Employees. The Company agrees that, in accordance
with the City’s codified ordinances, as may hereafter be amended from time to time (the
“Dublin City Code”), the annual payroll reconciliation and related W-2 forms relating to its
Employees will be provided to the City prior to February 28 of each calendar year,
commencing with the calendar year ending on December 31, 20____.
(iii) Employer Identification Number. The Company’s Federal Employer
Identification Number is 31-1439334. The Company agrees that if the Federal Employer
Identification Number changes at any time during the term of this Agreement, the Company
will notify the City of such change, including the new Federal Employer Identification
Number, within thirty (30) days of the occurrence of such change.
(iv) Annual Incentive Payments to the Company. Subject to the Company’s
compliance with the requirements (if applicable) set forth in subsection 2(c), if the actual
payroll withholding taxes collected and received by the City pursuant to subsection 2(b)(i)
during the then preceding calendar year and in respect of that preceding calendar year from
all Employees, net of refunds (such amount being referred to as the “Actual Withholdings”),
equal or exceed the Target Withholdings (as defined in subsection 2(b)(v)) for that preceding
calendar year, the City shall, on or before April 15 of the then current calendar year, pay to
the Company, solely from nontax revenues (as defined in subsection 2(e)), an amount equal
to the product of (A) the Actual Withholdings for that preceding calendar year multiplied by
(B) fifteen percent (15%) (with each such product being referred to as an “Annual Incentive
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Payment”); provided, however, that the aggregate amount of all Annual Incentive Payments
remitted pursuant to this subsection 2(b) by the City to the Company shall not exceed Nine
Hundred Thirteen Thousand Nine Hundred Forty-Two and 00/100 Dollars ($913,942.00).
(v) Target Withholdings. The Target Withholdings for each of the calendar years
2026 through 2035 shall be as follows:
Calendar Year Target Withholdings
2026 $452,954
2027 512,572
2028 549,554
2029 582,009
2030 601,886
2031 604,215
2032 606,466
2033 618,595
2034 630,967
2035 643,586
(vi) Forfeiture of Right to Receive Annual Incentive Payments. The Company
agrees and acknowledges that the Annual Incentive Payments provided for in subsection 2(b)
are being made by the City to the Company in consideration for the Company’s agreement to
develop, construct and operate the Facility, and to create new jobs and employment
opportunities, all within the City. The Company further agrees that if the Target Withholdings
requirement is not met for any given calendar year as set forth in subsection 2(b)(v), the City
shall not be obligated to make an Annual Incentive Payment to the Company for the calendar
year in respect of which the Target Withholdings requirement was not satisfied. Failure to
satisfy the Target Withholdings requirement in respect of any one calendar year does not
prohibit the Company from receiving an Annual Incentive Payment for any subsequent
calendar year in respect of which the Target Withholdings requirement is satisfied.
(c) Filing of Municipal Income Tax Returns and Remission of Related Taxes.
(i) The Company shall only be obligated to comply subsections 2(c)(ii) and
2(c)(iii) to the extent that it is required under applicable law to file a municipal income tax
with the City.
(ii) The Company agrees that it shall timely (A) file directly with the City all
municipal income tax returns and (B) remit directly to the City all municipal income tax
payments, each as required by the Dublin City Code. While Ohio law currently permits the
Company to file its municipal income tax returns and remit its municipal income tax payments
directly through the Ohio Business Gateway, the Company acknowledges that if in respect of
any of the tax years 2026 through 2035 (inclusive), the Company either (C) files a related
municipal income tax return or (D) remits a related municipal income tax payment, in either
case directly with the Ohio Business Gateway instead of the City, then notwithstanding
subsection 2(c)(iii), the Company shall forfeit its right to receive and the City shall not be
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obligated to remit any payment which the City might otherwise be required to pay pursuant
to subsection 2(b)(iv) (each applicable payment being referred to as a “Required Payment”)
in respect of that tax year.
(iii) Not earlier than fifteen (15) days preceding the date on which the City is
required to make a Required Payment to the Company, the City shall determine whether the
Company is in full compliance with its obligation to remit municipal income taxes to the City
pursuant to the Dublin City Code. If the City reasonably determines that the Company is not
in full compliance, the City shall not be obligated to make the Required Payment on the
required payment date and will promptly provide written notification of such determination
to the Company. If within sixty (60) days following the date of the City’s written notification
the City receives a payment from the Company which the City reasonably determines will
cause the Company to be in full compliance with its municipal income tax obligations
pursuant to the Dublin City Code (including any applicable interest and penalties), the City
will within fifteen (15) days of receipt of such payment remit to the Company the Required
Payment. If, however, the Company fails to timely remit sufficient payment to the City in
accordance with the preceding sentence, the City may in its sole discretion determine that the
City’s obligation to remit such Required Payment is voided and that such Required Payment
will not be made, and will promptly provide written notification to the Company of such
determination.
(d) Method of Payment. The payments to be paid to the Company as provided in this
Section 2 shall be made by the City to the Company by electronic funds transfer or by such other
manner as is mutually agreed to by the City and the Company.
(e) City’s Obligation to Make Payments Not Debt; Payments Limited to Nontax
Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant
to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the
general credit or taxes levied by the City, and the Company shall have no right to have excises or
taxes levied by the City, the State or any other political subdivision of the State for the performance
of any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution,
any payments or advances required to be made by the City pursuant to this Section 2 shall be
payable solely from the City’s nontax revenues and on a subordinated basis to the payment of debt
service charges as may hereafter be payable on securities of the City which are payable from the
City’s nontax revenues. Further, since Ohio law limits the City to appropriating monies for such
expenditures only on an annual basis, the obligation of the City to make payments pursuant to this
Section 2 shall be subject to annual appropriations by the City Council and certification by the
Director of Finance of the City as to the availability of such nontax revenues. For purpose of this
Agreement, “nontax revenues” shall mean, all moneys of the City which are not moneys raised by
taxation, to the extent available for such purposes, including, but not limited to the following: (i)
grants from the United States of America and the State, (ii) payments in lieu of taxes now or
hereafter authorized to be used for the purposes by State statute, (iii) fines and forfeitures which
are deposited in the City’s General Fund, (iv) fees deposited in the City’s General Fund from
properly imposed licenses and permits, (v) investment earnings on the City’s General Fund and
which are credited to the City’s General Fund, (vi) investment earnings of other funds of the City
that are credited to the City’s General Fund, (vii) proceeds from the sale of assets which are
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deposited in the City’s General Fund, (viii) rental income which is deposited in the City’s General
Fund and (ix) gifts and donations.
(f) City Land. From Effective Date through December 31, 2027, the City shall make
available the approximately 1.5 acres of property owned by the City and located at 4045 Bright
Road (the SE corner of Emerald Parkway and Bright Road) PID: 273-008616 to the Company at
a cost of $0, contingent upon the commencement of construction of a future phase medical office
building located along Bright Road and incorporating PID: 273-008616 within the Development
Plan. The City and the Company would execute a Real Estate Purchase Agreement at that time.
After 2027, this site may be available for sale to the Company for the appraised value at that time.
In this Section 2(f) references to the Company shall also include any Affiliated Entity or any
successors of the Company or any successors of an Affiliated Entity.
Section 3. Miscellaneous.
(a) Assignment. This Agreement may not be assigned without the prior written consent
of all non-assigning Parties, provided, however, the Company may assign its interest in this
Agreement to (i) any Affiliated Entity, (ii) any successors of the Company, or (iii) any successors
of an Affiliated Entity (individually, a “Permitted Assignee” and collectively, the “Permitted
Assignees”), all without the prior consent of the City. After the effective date of such assignment,
each Permitted Assignee shall have all applicable rights and benefits of the Company under this
Agreement. Any other assignment by the Company of the Company’s interest under this Agreement
shall require the prior written consent of the City, which consent shall not be unreasonably withheld,
conditioned or delayed.
(b) Binding Effect. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns, including any
Permitted Assignee.
(c) Captions. The captions and headings in this Agreement are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(d) Day for Performance. Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
(e) Economic Development Assistance Certification. To the knowledge of the Company,
the Company has made no false statements to the City in the process of obtaining approval of the
incentives described in this Agreement. If any representative of the Company has knowingly made a
false statement to the City to obtain the incentives described in this Agreement, the Company shall
be required to immediately return all benefits received under this Agreement pursuant Ohio Revised
Code Section 9.66(C)(2) and shall be ineligible for any future economic development assistance from
the State, any State agency or a political subdivision pursuant to Ohio Revised Code Section
9.66(C)(1). The Company acknowledges that any person who provides a false statement to secure
economic development assistance may be guilty of falsification, a misdemeanor of the first degree,
Deleted: later
Formatted: Font: (Default) Times New Roman, 12 pt
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pursuant to Ohio Revised Code Section 2921.13(F)(1), which is punishable by a fine of not more than
$1,000 and/or a term of imprisonment of not more than six months.
(f) Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties on the subject matter hereof and supersedes all prior negotiations, agreements and
understandings, both written and oral, between the Parties with respect to such subject matter. This
Agreement may not be amended, waived or discharged except in an instrument in writing executed
by the Parties.
(g) Events of Default and Remedies. Except as otherwise provided in this Agreement, in
the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party
hereto, such defaulting Party shall, upon written notice from any non-defaulting Party, proceed
immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after
receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or
remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written
notice from any non-defaulting Party commence its actions to cure or remedy said breach within said
thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such
action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied
within a reasonable time, the aggrieved non-defaulting Party may institute such proceedings as may
be necessary or desirable in its opinion to cure and remedy such default or breach.
(h) Executed Counterparts. This Agreement 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 Agreement to produce or
account for more than one of those counterparts.
(i) Extent of Covenants; No Personal Liability. All covenants, obligations and
agreements of the Parties contained in this Agreement shall be effective to the extent authorized and
permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a
covenant, obligation or agreement of any present or future member, officer, agent or employee of the
City or the Company other than in his or her official capacity, and neither the members of the
legislative body of the City nor any City or Company official executing this Agreement shall be liable
personally under this Agreement or be subject to any personal liability or accountability by reason of
the execution thereof or by reason of the covenants, obligations or agreements of the City and the
Company contained in this Agreement.
(j) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio 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 Company, its employees and agents, arising out of or relating to this Agreement or its breach will
be decided in a court of competent jurisdiction within Franklin County, Ohio.
(k) Legal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
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and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and
the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its terms.
(l) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall the City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, tort (including negligence and strict liability) or any other theory of law.
(m) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or sent by recognized, overnight
delivery service or by certified mail, postage prepaid and return receipt requested, addressed to the
other Party at the address set forth in this Agreement or any addendum to or counterpart of this
Agreement, or to such other address as the recipient shall have previously notified the sender of in
writing, and shall be deemed received upon actual receipt, unless sent by certified mail, in which
event such notice shall be deemed to have been received when the return receipt is signed or refused.
For purposes of this Agreement, notices shall be addressed to:
(i) the City at: City of Dublin, Ohio
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: Economic Development Director
(ii) the Company at: Mount Carmel Health System
6150 E. Broad Street
Columbus, Ohio 43213
Attention: Regional Director of Real Estate
And Mount Carmel Health System
6150 East Broad Street
Columbus, OH 43213
Attn: General Counsel
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is
intended to be exclusive of any other right or remedy, and each and every right or remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally
existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at
any time upon the strict observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy
or be construed as a waiver or relinquishment thereof. Every right and remedy given by this
Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be.
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(o) Recitals. The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
(p) Reporting Requirements. The Company acknowledges that it is hereby advised by
the City that certain accounting reporting requirements may obligate the City to treat and report
payments remitted hereunder to the Company as a tax abatement. Notwithstanding any such reporting
requirements, the Company acknowledges and agrees that the Company is not entitled hereunder to
an abatement or exemption of any tax obligation that would otherwise be payable pursuant to the
Dublin City Code.
(q) Severability. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a court to be invalid or unenforceable, that determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be
construed and enforced as if the invalid or unenforceable portion were not contained herein. That
invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each
such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
(r) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(s) Term of Agreement. This Agreement shall become effective as of the Effective Date
and shall continue until the earlier of (i) December 31, 2022, provided that as of that day the Company
shall have theretofore failed to satisfy the requirements of Section 1(b)(i); (ii) December 31, 2026,
provided that as of that day the Company shall have theretofore failed to satisfy the requirements of
Section 1(b)(ii); (iii) December 31, 2027, provided that as of that day the Company shall have
theretofore failed to satisfy the requirements of Section 1(b)(iii); or (iv) the day on which the final
Annual Incentive Payment which the City is obligated to pay hereunder is received by the Company.
(t) Third Party Beneficiaries. Except as it relates to the Company’s successors, its
Affiliated Entities, any Affiliated Entity’s successor, or a Permitted Assignee, nothing in this
Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit
or remedy of any nature whatsoever under or by reason of this Agreement.
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IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first written above.
CITY OF DUBLIN, OHIO
By:
Printed: Dana L. McDaniel
Title: City Manager
Approved as to Form:
By:
Printed: Jennifer D. Readler
Title: Director of Law
MOUNT CARMEL HEALTH SYSTEM
By:
Printed: Lorraine Lutton
Title: President/CEO
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FISCAL OFFICER’S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement, certifies
hereby that the moneys required to meet the obligations of the City under the foregoing Agreement
during Fiscal Year 2022 have been appropriated lawfully for that purpose, and are in the Treasury of
the City or in the process of collection to the credit of an appropriate fund, free from any previous
encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio
Revised Code.
Dated: ____________, 2022
Matthew L. Stiffler
Director of Finance
City of Dublin, Ohio
SPB #010-9342-5910v5: 03-31-2022
EXHIBIT A
LIST OF AFFILIATED ENTITIES
Full Company Name EIN
Mount Carmel Health System 31-1439334
dba Mount Carmel Health
dba Mount Carmel East
dba Mount Carmel West
dba Mount Carmel Grove City
dba Mount Carmel Care Continuum Services Corp
dba Mount Carmel College of Nursing
dba Mount Carmel New Albany Surgical Hospital
dba Mount Carmel St. Ann's
dba Mount Carmel Urgent Care
dba Mount Carmel Sleep Medicine
Mount Carmel Health Plan, Inc.
Mount Carmel Health Plan of Idaho, Inc.
Mount Carmel Health Plan of New York, Inc.
Mount Carmel Health Insurance Company
Mount Carmel Health Foundation
Mount Carmel College of Nursing
Mount Carmel Health Partners, LLC
Health Collaborative of Central Ohio, LLC
Mount Carmel HealthProviders, Inc. dba Mount Carmel Medical Group
Mount Carmel HealthProviders Two, LLC
Mount Carmel Health Providers III, LLC
Trinity Health Corporation
EN00348.Public-00348 4871-1031-2474v1