Ordinance 15-22
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.
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 1 of 9
INFRASTRUCTURE AGREEMENT FOR THE
MOUNT CARMEL HEALTH SYSTEM PROJECT
This Infrastructure Agreement (the “Agreement”) dated , __________ 2022, by and
between the CITY OF DUBLIN, OHIO (“Dublin”), a municipal corporation duly organized
and validly existing under the Constitution and laws of the State of Ohio (the “State”) and
its Charter, and Mount Carmel Health System an Ohio nonprofit corporation (“Mount
Carmel,” and collectively with Dublin, the “Parties”), a member of Trinity Health System
authorized to conduct patient care in the State of Ohio, witnesseth:
WHEREAS, Mount Carmel is presently engaged in the improvement of certain land, being
35+/- acres along Emerald Parkway in the City of Dublin, Ohio (within Franklin County)
(the “Property”) and is desirous of constructing a healthcare campus which may be
developed in one or more phases, as such project is finally approved by Dublin City Council
and depicted by the Preliminary Development Plan (PDP) attached hereto as Exhibit “A”
(the “Project”); and
WHEREAS, the initial phase of Mount Carmel’s proposed project is anticipated to be an
approximately 227,680 square foot development of buildings (“Phase I”) in accordance
with the final development plan of the Project approved by the City (“Final Development
Plan); and
WHEREAS, Mount Carmel presently expects to construct additional improvements at the
Project in accordance with the terms of the Final Development Plan as may be amended
in the future (“Phase II”); and
WHEREAS, Mount Carmel commissioned a traffic impact study known as the 3865 Bright
Road Traffic Impact Study prepared by Evans, Mechwart, Hambelton &Tilton, Inc. dated
January 5, 2022 and amended March 18, 2022 (“TIS”) for the Project, that has been
reviewed and accepted with minor comments by Dublin and the City of Columbus (the
“Jurisdictions”); and
WHEREAS, the unique relationship of the Project with the planned Bright Road Corridor
Improvements causes a non-traditional funding approach to be proposed in this
Agreement; and
WHEREAS, the Parties agree to enter into this Agreement relating to the contribution to
certain transportation improvements to the surrounding roadway network to mitigate the
impact of the additional traffic generated by the Project; and
NOW THEREFORE, the Parties covenant, agree and obligate themselves as follows:
1. Emerald Parkway Main Entry Improvements. The Parties agree that the Project’s main
entry on Emerald Parkway will be controlled by a roundabout.
Deleted: either
Deleted: traffic signal or a
Deleted: The TIS shows either traffic control option
is acceptable. The Parties agree Dublin will make the
final determination on the traffic control at this access
point on or before April 8, 2022.
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 2 of 9
Dublin will prior to Mount Carmel’s completion of Phase I for opening to the public,
design and construct the roundabout, including grading, storm sewer, guardrail,
pavement, curbing, lighting, traffic control devices, pavement striping,
sidewalk/shared use path, utility relocations, landscaping, and all other
appurtenances, if applicable. Dublin accepts the use of guardrail in lieu of providing
the 50-ft basin setback to right-of-way, per the Dublin Stormwater Management
Design Manual. During the design process, Dublin agrees to provide the roundabout
design details to Mount Carmel for Mount Carmel’s review and approval at the
following intervals (A) 30% completion of the designs, (B) 60% completion of the
designs, and (C) 90% completion of the designs, such approval is not to be
unreasonably withheld, conditioned, or delayed. Mount Carmel will provide written
review comments within seven (7) business days of receipt of the 30%, 60%, and
90% plans. If no comments are received within seven (7) business days, then the
submission is deemed approved and design will proceed. Dublin agrees to perform the
construction of the roundabout and initially pay for the construction cost associated
with the roundabout, provided, however, within ninety (90) days after the roundabout
is opened for use by the public, Mount Carmel agrees to pay $300,000 to Dublin as
partial reimbursement for the cost to construct the roundabout. The roundabout
design will be incorporated with the Final Development Plan submittal. Dublin agrees
that the design or construction of the roundabout will not cause Mount Carmel to incur
additional costs related to the stormwater retention on and at the Project (the
“Additional Stormwater Costs”). If the design or construction of the roundabout causes
Mount Carmel to incur Additional Stormwater Costs, then, within ninety (90) days after
request from Mount Carmel, Dublin agrees to pay to Mount Carmel the full amount of
the Additional Stormwater Costs. Dublin will be responsible for necessary R/W
acquisitions associated with the roundabout outside of the portion of the Property
needed for the construction of the roundabout.
2. Emerald Parkway Service Drive Entry Improvements. The Parties agree that prior to
Mount Carmel’s completion of Phase I for opening to the public, Mount Carmel will
design and construct all necessary improvements for the Emerald Parkway service
drive entry point, as opposed to the Emerald Parkway main entry set forth in Section
1.above, solely at Mount Carmel’s cost.
3. Bright Road Right-of-Way Access Improvements. The Parties agree that Dublin will
design and construct all necessary improvements along Bright Road for a westbound
left turn lane to accommodate the Project’s Bright Road access as identified in the TIS,
solely at Dublin’s cost, including grading, storm sewer, pavement, curbing, lighting,
traffic control devices, pavement striping, sidewalk/shared use path, utility relocations,
and all other appurtenances, if applicable (the “Bright Road Access Improvements”).
Dublin will make a good faith effort to have the construction of the new Bright Road
westbound turn lane into the Project complete prior to Mount Carmel’s completion of
Phase I for opening to the public, provided, however, if Mount Carmel has completed
the Bright Road access drive and Phase I is opened for use to the public, Dublin will
permit access to the Project from Bright Road even though Dublin may not have
completed Dublin’s construction obligations under this Section 3.
Deleted: <#>In the event Dublin determines the
Project’s main entry on Emerald Parkway will be a
signalized intersection, Mount Carmel will prior to
Mount Carmel’s completion of Phase I for opening to
the public, design and construct the traffic signal and
southbound left turn lane according to the terms of
the TIS, including grading, storm sewer, pavement,
curbing, lighting, traffic control devices, pavement
striping, sidewalk/shared use path, utility relocations,
and all other appurtenances, if applicable. In the
event Dublin determines the Project’s main entry on
Emerald Parkway will be a signalized intersection,
Mount Carmel agrees to perform the construction of
the signalized intersection and initially pay for the
construction cost associated with this signalized
intersection, provided, however, within ninety (90)
days after the signalized intersection is opened for use
by the public, Dublin agrees to pay $450,000 to
Mount Carmel as partial reimbursement for the cost to
construct the signalized intersection. The signalized
intersection design will be incorporated with the Final
Development Plan submittal.¶
<#>In the event Dublin determines the Project’s
main entry on Emerald Parkway will be a roundabout,
Deleted: <#>In the event Dublin determines the
Project’s main entry on Emerald Parkway will be a
roundabout,
Deleted: I.
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 3 of 9
Mount Carmel will design, construct, and maintain the Project’s internal drives and
Bright Road access drive, other than the Bright Road Right-of-Way Access
Improvements, as part of Phase I, solely at Mount Carmel’s cost, including grading,
storm sewer, water main, sanitary sewer, pavement, curbing, lighting, traffic control
devices, pavement striping, sidewalk/shared use path, utility relocations, and all other
appurtenances, if applicable.
4. Sawmill Road Access Improvements. The Parties agree that the TIS studied the
Project’s Sawmill Road access. Pursuant to the terms of the TIS, “Project site access
to Sawmill Road through an existing access point at 7125 Sawmill Road is the subject
of ongoing coordination with Perry Township (owner of the underlying property
subject to an access easement) and the City of Dublin. … Once the general parameters
of access are agreed upon, a design feasibility review is recommended, to determine
whether a southbound right turn lane can be reasonably added to Sawmill Road and
to evaluate feasible alternatives for preventing unauthorized access at this location.”
In accordance with the recommendations of the TIS, the Parties agree that Mount
Carmel will commission a separate design feasibility review to determine whether a
southbound right turn lane can be reasonably added to Sawmill Road at this location
and such southbound turn lane shall be subject to the review and approval of the
Jurisdictions, provided such approval shall not be unreasonably withheld, conditioned
or delayed. This separate design feasibility review will need to be completed, agreed
upon by the Jurisdictions, which agreement shall not be unreasonably withheld,
conditioned or delayed, and incorporated with the Final Development Plan submittal.
The Parties agree that prior to Mount Carmel’s completion of Phase I for opening to
the public, Mount Carmel will, at Mount Carmel’s sole cost, design and construct the
necessary Sawmill Road improvements as identified in the TIS and separate design
feasibility review as set forth in this Section 4 as part of Phase I, including grading,
storm sewer, pavement, curbing, lighting, traffic control devices, pavement striping,
sidewalk/shared use path, utility relocations, and all other appurtenances, if applicable.
Design and construction for any improvements needed for left turn restrictions and/or
median modifications on Sawmill Road for entry into the Property that the Jurisdictions
agree to will be incorporated in Phase I and are solely at Mount Carmel’s cost. The
design of these additional Sawmill Road improvements will be incorporated with the
Final Development Plan submittal.
5. Bright Road and Sawmill Road Intersection Improvements. The TIS identifies
improvements needed at the Bright Road and Sawmill Road intersection, with and
without the traffic generated by the Project. The TIS also indicates that the Project
contributes approximately 3.9% of the traffic at the Bright Road and Sawmill Road
intersection. Dublin will design and construct all necessary improvements at the Bright
Road and Sawmill Road intersection as identified in the TIS, solely at Dublin’s cost,
including grading, storm sewer, pavement, curbing, lighting, traffic control devices,
pavement striping, sidewalk/shared use path, utility relocations, and all other
appurtenances, if applicable.
Deleted: and
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 4 of 9
6. Right-of-Way and Easement Dedication. Contingent upon receipt of the approval of
the Final Development Plan and all permits necessary to commence construction of
Phase I of the Project and the improvements that are subject to this Agreement in
Phase I of the Project:
I. Mount Carmel agrees to donate those portions of Property required for the right-
of-way and easements to Dublin for the Bright Road Corridor Improvements
project, at no cost to Dublin.
II. Mount Carmel agrees to donate those portions of Property required for the right-
of-way to Dublin along Bright Road in accordance with the City of Dublin
Thoroughfare Plan (50-feet from the centerline of Bright Road) or the width
required in the item above, whichever is greater, at no cost to Dublin.
III. Mount Carmel agrees to donate those portions of Property required for the right-
of-way to Dublin along Sawmill Road for turn lanes associated with the Project and
the Bright Road Corridor Improvements, at no cost to Dublin.
IV. Mount Carmel agrees to donate those portions of Property required for the right-
of-way and easements and cooperate with the City in a commercially reasonable
manner in regard to the development of the I-270 Bridge Connector project, at no
cost to Dublin, provided that the bridge is located generally on the Alternative 1
alignment attached hereto as Exhibit C. The City agrees to make a good faith effort
to minimize impacts to the Property and/or the Final Development Plan as a result
of the implementation of this improvement, consistent with the Alternative 1
alignment. Other than the donation of a portion of the Property, Mount Carmel has
no other obligation to participate in the development or the cost to construct the
I-270 Bridge Connector project.
V. Mount Carmel agrees to donate those portions of Property required for the right-
of-way and easements to Dublin for the Emerald Parkway Main Entry
Improvements and Emerald Parkway Service Drive Improvements, at no cost to
Dublin.
VI. Mount Carmel agrees to donate from the Property any other utility, public
improvement and/or temporary construction easements that may be necessary or
otherwise required for the Project prior to approval of the Final Development Plan
and all permits necessary to commence construction of Phase I and Phase II.
7. Public Standards. All roadways and intersection improvements will be built to public
standards and/or as otherwise approved in design by Dublin.
8. Project Construction. The Parties agree that Mount Carmel will design and construct
all improvements associated with the Project not specifically indicated within the
Agreement, solely at Mount Carmel’s cost.
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 5 of 9
9. Water and Sanitary Sewer Improvements. Mount Carmel will pay 100% of all costs
associated with water and sanitary sewer services for the Project, including Jurisdiction
capacity fees.
10. Plans and Specifications. Mount Carmel will submit detailed plans and specifications,
for the improvements to be installed by Mount Carmel, to the Jurisdictions for review
and approval. No work shall begin until such time that the Jurisdictions have granted
approval of the plans and specifications, and such approval shall not be unreasonably
withheld or delayed.
11. Plan Review and Inspection Fees. Mount Carmel will pay standard Plan Review and
Inspection Fees for all public improvements necessary for the Project that will be
inspected by Dublin as set forth in Engineering Administrative Policy 95-005, for those
construction improvement items provided for herein as the responsibility of Mount
Carmel.
12. Maintenance Periods. Mount Carmel, its general contractor or its assignee, shall repair,
replace or correct any improvements, which have been installed by Mount Carmel, that
have been improperly installed or which have been proven faulty during the Maintenance
Periods. The length of the Maintenance Periods shall be in accordance with Section
152.045 of the Dublin Subdivision Regulations.
13. Indemnification and Hold Harmless. Mount Carmel agrees to defend, indemnify,
protect and hold harmless the Jurisdictions, their elected officials, officers, employees,
agents, and volunteers from and against any liability for all actions, claims, losses,
damages, costs and/or expenses (including reasonable attorney’s fees) to the extent
that such actions, claims, losses, damages, costs and/or expenses arise out or are in
any way caused by Mount Carmel’s performance or non-performance of this
Agreement. Mount Carmel shall not be required to indemnify or hold harmless the
Jurisdictions to the extent any such actions, claims, losses, damages, costs and/or
expenses are caused by the acts, omissions or conduct of either of the Jurisdictions or
their respective employees, agents, officers or other representatives.
14. Notices. Except as otherwise specifically set forth in this Agreement, 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 Parties at the addresses set forth
in this Agreement or any addendum to or counterpart of this Agreement, or to such
other addresses as the recipients 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. A duplicate copy of each notice, certificate, request, or
other communication given hereunder to the Parties shall be given also to the others.
The Parties, by notice given hereunder, may designate any further or different
addresses to which subsequent notices, certificate, requests, or other communications
shall be sent.
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 6 of 9
(a) As to Dublin:
City of Dublin, Ohio
Attention: Director of Engineering 6555 Shier-Rings Road Dublin, Ohio 43016-7295
(b) As to Mount Carmel:
Mount Carmel Health System
Attention: President/CEO
6150 E. Broad Street
Columbus, Ohio 43213
And Mount Carmel Health System
Attention: General Counsel
6150 E. Broad Street
Columbus, OH 43213
15. Extent of Provisions Regarding the Parties; No Personal Liability. No representation,
warranty, covenant, agreement, obligation or stipulation contained in this Agreement
shall be deemed to constitute a representation, warranty, covenant, agreement,
obligation or stipulation of any present or future official, member, officer, agent or
employee of the Parties in an individual capacity, and to the extent authorized and
permitted by applicable law, no official executing or approving the Parties’ participation
in this Agreement shall be liable personally under this Agreement or be subject to any
personal liability or accountability by reason of the issuance thereof.
16. Binding Effect. This Agreement shall injure to the benefit of and shall be binding upon
the Parties, and their respective permitted successors and assigns. The Parties will
observe and perform faithfully at all times all covenants, agreements and obligations
under this Agreement. This Agreement may be amended only by a writing signed by
authorized representatives of all Parties.
17. Governing Law/Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State, without giving effect to the principles thereof
relating to conflicts or choice of laws.
18. Miscellaneous. Where construction costs are referenced herein, such term shall
include all permit and inspection fees associated with the item of construction
referenced.
19. Assignment. Mount Carmel may assign this Agreement, in whole or in part, to an
Affiliate (as defined below) (each a “Permitted Assignee”), and such assignment to
any Permitted Assignee is deemed approved by Dublin with the execution of this
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 7 of 9
Agreement. Any other assignment of this Agreement by Mount Carmel that is not to
a Permitted Assignee shall require the written consent of Dublin, which consent shall
not be unreasonably withheld, conditioned, or delayed. For the purposes of this
Agreement, “Affiliate” or “Affiliates” shall mean (i) any entity listed on Exhibit B or (ii)
any entity controlled by or under common control with Mount Carmel and/or a
Permitted Assignee. In this Section 19, “controlled by” or “under common control with”
means the possession, directly or indirectly, of the legal power to direct or cause the
direction of the management and policies of any entity, whether through the exercise
of, or the ability to exercise, voting power or by contract.
20. Conditions and Contingencies to Performance. Dublin acknowledges and agrees that
Mount Carmel’s performance of any term or condition on this Agreement is expressly
conditioned upon the following conditions precedent: (i) purchasing the Property; (ii)
Receipt of all public approvals required to commence construction of the Project,
including but not limited to the pending rezoning application, the pending Preliminary
Development Plan application, the Final Development Plan, and final engineering
approvals and permits for the traffic impacts and improvements to be constructed at
or for the benefit of the Project as set forth in this Agreement and the Final
Development Plan and subject to terms of this Agreement; and (iii) Mount Carmel
closing on a construction loan for the development and construction of the Project
including, without limitation, the construction and development costs required
hereunder and the receipt of the proceeds from such loan. Whenever a period of
time is provided in this Agreement for Mount Carmel to do or perform any act or thing,
Mount Carmel shall not be liable or responsible for any delays due to strikes, lockouts,
labor shortages, material shortages, casualties, acts of God, war, governmental
regulation or control, computer viruses, pandemics, epidemics, health emergencies,
disease, plague, quarantine, travel restrictions, the Coronavirus (SARS COV-2) and
such related diseases (e.g., COVID-19) outbreak, or other causes beyond the
reasonable control of Mount Carmel (a “Force Majeure Event”), and in any such event
said time period shall be extended for the amount of time Mount Carmel is so delayed,
and in addition the Parties agree to negotiate in good faith a workable and practicable
solution or schedule for completion of the work or parts thereof as may be determined
mutually by the Parties to allow the Project to progress, as may apply at the time.
21. Representations and Warranties. Dublin hereby makes the affirmative representation
and warranty to Mount Carmel that all sums which may be required hereunder for
payment or reimbursement to Mount Carmel have been appropriated and are available
for such purposes as prescribed herein. The failure to appropriate funds shall not be
permitted as a defense to non-payment and any sums not paid to Mount Carmel and
which are more than thirty (30) days past due shall accumulate interest at the
statutory rate or ten percent, whichever is greater.
22. Complete Agreement. This Agreement constitutes the full and final agreement
between the Parties with regard to traffic impacts and improvements for the Project.
Dublin acknowledges and agrees that the TIS is hereby accepted with minor
comments. No additional payments, beyond the normal and customary application
and permit fees associated with plan submittals, reviews, inspections or the like, shall
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 8 of 9
be required of Mount Carmel or its assigns as a condition to use of the Property as
contemplated by the pending zoning, preliminary development plan and Final
Development Plan or as a condition for any future approvals for plans, permits, or
other requirements of either of the Jurisdictions.
IN WITNESS WHEREOF, Dublin and Mount Carmel have caused this Agreement to be
executed in their respective names by their duly authorized representatives, all as of the
date written above.
(Signatures are on next page.)
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 9 of 9
Mount Carmel Health System:
By:
Name: Lorraine Lutton
Its: President/CEO
Date: ___________________________
City of Dublin, Ohio:
By:
Name: Dana L. McDaniel
Its: City Manager
Date: _____________________________
Approved as to form:
By:
Name: Jennifer D. Readler
Its Law Director
Date:
EXHIBITS:
A. Preliminary Development Plan, approved by Dublin City Council ____date_____
B. List of Affiliates
C. I-270 Bridge Connector Alternative 1 Alignment
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 10 of 9
Exhibit A
Preliminary Development Plan
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 11 of 9
Exhibit B
Affiliates
Mount Carmel Health System
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
INFRASTRUCTURE AGREEMENT FOR THE MOUNT CARMEL HEALTH SYSTEM
PROJECT
DATE OF AGREEMENT: ______________________
Page 12 of 9
Exhibit C
I-270 Bridge Connector Alternative 1 Alignment