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Ordinance 33-23RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 33-23 Ordinance No. Passed , 20 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A REAL ESTATE TRANSFER AND DEVELOPMENT AGREEMENT FOR THE DEVELOPMENT OF RIVERVIEW VILLAGE WITH CSD DUBLIN LLC (COMMUNITY SPACE DEVELOPMENT LLC DBA COHATCH) WHEREAS, Developer or is affiliate owns and operates a coworking office and meeting space which is located at 25 North Street in Historic Dublin (the “Ex/sting Office’).; and WHEREAS, based on the results of COhatch’s recent comprehensive examination of workforce needs, and induced by and in reliance on the economic development incentives provided in this Agreement, COhatch desires to establish its national headquarters (the “Headquarters’) within the City; and WHEREAS, initially, COhatch will create the Headquarters within its Existing Office, but to accommodate the planned growth of the Headquarters, COhatch will need additional office space in proximity to the Existing Office; and WHEREAS, the City holds fee simple title to following parcels of real property which are adjacent to the Existing Office: Parcel ID 273-000042-00, consisting of approximately 0.16 acres and referred to herein as “West Parce/ 1”, Parcel ID 273-000073-00, consisting of approximately 0.12 acres and referred to herein as “West Parce/ 2", Parcel ID 273-000098-00, consisting of approximately 0.11 acres and referred to herein as “West Parce/ ?’, and together with West Parcel 1 and West Parcel 2, the “West Parcels”, Parcel ID 273-005565-00, consisting of approximately 0.619 acres and referred to herein as “Fast Parce/ 1”, and Parcel ID 273-005564-00, consisting of approximately 1.18 acres and referred to herein as “Fast Parce/ 2’, and together with East Parcel 1, the “Fast Parcels”, which Parcels are depicted on Exhibit A; and WHEREAS, Developer has determined that the buildings located upon the West Parcels (assuming restoration thereof) plus the building located upon the East Parcel (assuming restoration thereof) and any new building(s) constructed on portions of the East Parcels would accommodate the planned growth of the Headquarters and their member base in the surrounding area; and WHEREAS, the Parties have determined that the Headquarters will be integrated with other COhatch uses, including but not limited to, coworking space, private flex office space, innovation space, meeting and programmable space, and space for eating and drinking; and WHEREAS, the development of the West and East Parcels, which shall include the restoration of the buildings located thereupon, and such portions of the East Parcels as are necessary to accommodate a new building(s) constructed thereon, are collectively referred to herein as “Riverview Village’. A depiction of the current concept for Riverview Village is attached as Exhibit B. The plans for Riverview Village are subject to change as a result of the development review process and the agreement of the Parties. The approved Final Development Plan (including Architectural Review Board approval) for Riverview Village is referred to herein as the “Final Development Plan’, with the privately owned improvements to be constructed RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Ordinance No. 33-23 Passed Page 2 of 3 , 20 pursuant to the Final Development Plan referred to herein as the “Private Improvements”; and WHEREAS, the Architectural Review Board informally reviewed an initial concept for the creation of Riverview Village in February 2023, and the Board was supportive of the proposal as it ensures preservation and rehabilitation of the existing historic structures, to the extent practicable, and provides for additional development opportunity along North Riverview Street; and WHEREAS, subject to the satisfactory completion of the zoning and development review and approval process required by the City’s Codified Ordinances, the City will thereafter timely convey (i) its interest in the West Parcels and (ii) those portions of its interest in the East Parcels which are required for the development of Riverview Village (as reasonably determined by the City, the “Fast Development Property’), to Developer (the real property ultimately conveyed to Developer being referred to herein as the “Property’); and | WHEREAS, Developer will, following conveyance of the Property and at its sole cost (except for the contributions of the City as provided herein), develop Riverview Village and establish its Headquarters at Riverview Village, which improvements are estimated to cost at least $8 Million; and WHEREAS, the City will, following conveyance of the Property and at its sole cost, design and construct certain public improvements within and proximate to Riverview Village which may include, but are not necessarily limited to, improvements to North Riverview Street, North Street, Blacksmith Lane, and Wing Hill Lane, including lighting, underground utilities and where feasible, additional on street parking (the “Public Improvements’). NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, __(p of its elected members concurring, that: Section 1. The City Manager is hereby authorized to execute all necessary documentation, including but not limited to, the Real Estate Transfer and Development Agreement in substantially the same form as the one attached hereto, with changes not inconsistent with this Ordinance, not substantially adverse to the City, and which Shall be approved by the City Manager and Director of Law. The approval of changes thereto by those officials, and their character as not being substantially adverse to the City, shall be evidenced conclusively by their execution thereof. section 2. Real Estate Transfers. The City Manager is hereby authorized to execute any and all agreements and other instruments necessary to implement the real estate transactions contemplated in the Real Estate Transfer and Development Agreement. 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. The Ordinance shall take effect at the earliest date allowed by law. RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 33-23 Ordinance No. Passed Page 3 of 3 , 20 © aayor_\diphach Passed this [ | day of Ny, 2023. Oe nL Mayor - Presipe Omer / 7 ATTEST: To: Members of Dublin City Council From: Megan D. O’Callaghan, City Manager Date: September 5, 2023 Initiated By: Jennifer M. Rauch, AICP, Director of Planning Kendel L. Blake, Management Analyst Re: Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) Update As part of the introduction of this Ordinance, City Council raised a question regarding the current and future zoning of the three city-owned parcels that are currently part of the auction process that was authorized by City Council on July 31, 2023. These three parcels are currently zoned Historic Residential (HR), which permits single-family and residentially compatible uses. The future owners of these parcels would have the option to pursue a rezoning application to another compatible district as part of the City’s development application process. A rezoning to the Historic Core (HC) District would be an available option for a rezoning request. The HC District permits more commercial uses and does not permit single-family. The topic of rezoning for Riverview Village was supported by the Architectural Review Board when the more expanded proposal that included all the city-owned N. Riverview Street parcels was reviewed in February 2023. Any zoning request would be weighed against the character and uses of the surrounding parcels and the Community Plan and Future Land Use recommendations, which for these parcels is identified as Mixed Use Village Center. Background Founded in 2016, CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) offers a mix of private offices, coworking, meeting and event spaces, and food and beverage concepts. In seven years, the company has grown from a vision to a thriving integrated co-working company with locations in six states. While not all of their locations are located on historic properties, COhatch specializes in restoring historic buildings in town centers to bring new life and energy into the community. The company’s mission includes giving back to communities and often supports local charities and entrepreneurs through scholarships. COhatch first approached Dublin’s Economic Development team in 2016 with a concept to explore in the Dublin community. At the time, COhatch had no existing locations and was still working through its business plan and gathering funding. The company and staff continued conversations regarding a Dublin COhatch location, which resulted in an Economic Development Agreement (EDA) signed in April 2019, Ordinance 22-19. The EDA is a five-year, $700,000 (total) incentive agreement, split evenly by each year (2019-2023). Additionally, COhatch has a set of annual milestones they must successfully complete in order to receive their payment. 2023 is the final year for the current EDA. Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017 Phone: 614.410.4400 Memo Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) September 5, 2023 Page 2 of 6 In 2017, COhatch had four active locations (two in Worthington, one in Delaware and one in Polaris Fashion Place) and two locations under construction in Upper Arlington and Springfield. Since that time, it has expanded to 40 locations (open or under construction) across six states. They have publicly stated a goal of over 500 locations nationally. The company has become an active partner in the communities of each of its locations by providing scholarships for nonprofits, opportunities for business start-ups and hosting community-based events. Ordinance 54-20 was approved by City Council on January 4, 2021, and authorized the acquisition of seven residential lots and one parcel on N. Riverview Street, totaling approximately 2.78 acres for a purchase price of $1.95 million. The City took possession of the parcels on October 21, 2021, and shortly thereafter City Council had the opportunity to tour the premises in late November through early December. Staff provided an update at the January 10, 2022 City Council Meeting, and Council reaffirmed the proposed Request for Proposal (RFP) process and the role of the proposed Advisory Committee. The Advisory Committee met several times between February through April to visit the properties and review the project background documents including the 2017 Historical and Cultural Assessment, property condition assessments, zoning requirements, Riverside Crossing Park Master Plan, and the Architectural Review Board (ARB) process. On April 18, 2022, the Advisory Committee reviewed and recommended to City Council a draft RFP for approval to publicly advertise. The RFP was publicly advertised on the City’s website on April 28, 2022. Staff also used social media, including Facebook, Twitter, and LinkedIn, to notify the public about the RFP and generate interest. After the nine-week advertising period, two responses were received, and they were from Corinthian Fine Homes and COhatch. On August 1, 2022, the Advisory Committee met to discuss and evaluate the proposals. On September 14, 2022, the Advisory Committee interviewed COhatch to gain greater understanding of their proposal. After discussion and analysis of both proposals, the Committee determined that the COhatch concept best addressed the preservation, pedestrian activity, historic character, and public experience goals. It was noted that further evaluation was needed, including the use of designated riverfront parkland, density, and the uncertainty of the use for the southernmost homes. On September 26, 2022, Council approved the recommendations of the Advisory Committee to select COhatch’s proposal for further consideration and to direct staff to evaluate and negotiate the proposal through the development process. On February 22, 2023, COhatch presented an Informal Request to the Architectural Review Board (ARB) based on the accepted RFP. All eight properties were included at that time, and the Board provided feedback on the potential to rezone the area to Historic Core, density, and overall concept. The Board was favorable toward rezoning and supported the lesser density. The Board also supported the addition of an office building on the east side of N. Riverview Street as well as the potential demolition of outbuildings along N. Blacksmith Lane and the house at 53 N. Riverview Street noting that there is demolition criteria that must be met (reference attached ARB documents). Through further discussions with COhatch and consistent with their proposal indicating an option for others to own the southern block of properties, on July 31, 2023, Ordinance 24-23 authorized the City Manager to dispose of three properties (parcel nos. 273-000068, 273-000107, 273-000032 in the City of Dublin, County of Franklin and State of Ohio). The public auction is currently open and will end on September 18, 2023. Staff has also continued to evaluate and negotiate their proposal Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) September 5, 2023 Page 3 of 6 with a focus on economic development. Through these negotiations, the initial development concept has evolved to a first-of-a-kind coworking and entrepreneurship village to include COhatch’s national headquarters. Development Agreement COhatch (“Developer”) is looking to expand its footprint and establish its national headquarters (HQ) in Downtown Dublin. Ordinance 33-23 authorizes the execution of the proposed Development Agreement (“Agreement”) with COhatch for the development of the Riverview Village concept. The parcels that are the subject of the proposed agreement are as depicted on Exhibit A. Riverview Village is proposed to be COhatch’s new HQ and a one-of-a-kind coworking and entrepreneurship community. The development will be visible from The Dublin Link pedestrian and bicycle bridge, Bridge Park, Riverside Crossing Park, North High Street and E. Bridge Street. This walkable district will attract interest with its history and architecture, beautiful views, unique food and beverage options, educational business experiences and innovative community atmosphere. The area will provide a unique opportunity for Dublin to enhance its historic district, restoring and revitalizing this North Riverview neighborhood. The properties located at Riverview Village will encompass start-ups, small businesses, freelancers, nonprofits and hybrid companies representing all innovative aspects of the future of remote and hybrid work. The proposed COhatch HQ and Riverview Village development aligns with Dublin’s Economic Development strategies. This project is in furtherance of creating distinctive development nodes and builds on the momentum of the Bridge Street District. The expanded opportunity for start- up businesses would continue to add an innovative flavor to the Historic District that is also being encouraged in the Metro Office District, West Innovation District and the Bridge Street District. Start- up pitch competitions held at this facility would allow investors to connect with small businesses that are in need of growth capital. The additional employees and events held at this location within the Historic District would also create more support to the existing businesses in the immediate area and be a draw for activity on the west side of the Scioto River. Developer Commitments Pursuant to the terms of the proposed Agreement, COhatch will design Riverview Village, and use best efforts to achieve all necessary approvals of the Final Development Plan from the City’s Architectural Review Board, Planning and Zoning Commission and City Council by December 31, 2024. COhatch agrees that it will construct the Private Improvements at its sole cost and expense. The total estimated cost of private investment for restoration and new build construction is at least $8,000,000. The Developer shall commence construction of the Private Improvements no later than sixty (60) days after the Closing Date, and will use best efforts to substantially complete construction of Private Improvements no later than December 31, 2026. COhatch agrees that it will, from the date of this Agreement perform on behalf of the City all required maintenance and upkeep on the property as necessary to comply with the City’s Codified Ordinance and to a reasonable standard based on the properties’ current state. COhatch agrees that within ninety (90) days of the execution of the Agreement, it will establish its HQ at the Existing Office with the expectation that the HQ will be expanded into Riverview Village. The Developer represents that the minimum annual payroll associated with individuals employed by Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) September 5, 2023 Page 4 of 6 either CSD Dublin LLC or its affiliates employed at the HQ will be $8 million. The project expects to create 571 jobs within the City. COhatch agrees to provide public access to certain patios and outdoor spaces located on the East Development Parcels, as designated in the Final Development Plan. COhatch will award on behalf of the City 40 scholarships per year and $57,000 in COhatch credit for coworking memberships or other meeting/event space per year. COhatch will list the City as a sponsor/partner on all marketing materials affiliated with Riverview Village and include the City’s Economic Development team in on- boarding sessions with all new members. COhatch will provide information to the City pertaining to member agreements including City tax account forms and W-9 forms as well as quarterly reporting pertaining to events and special programming at Riverview Village. Additional commitments and benefits regarding Riverview Village are set forth in Section 12 of the proposed Agreement. City Commitments In return, the City agrees to transfer its interest in the West Parcels and those portions of its interest in the East Parcels which are required for the development of Riverview Village (as reasonably determined by the City, the “East Development Property”) as-is. Upon approval of the Final Development Plan, the City will split the East Parcels in order to create one or more separate tax parcels constituting the East Development Property as are necessary to accommodate the construction of the improvements identified in the Final Development Plan. The real property ultimately conveyed to the Developer is referred to as the “Property”. The income tax incentive proposed is a seven-year payroll performance withholding incentive of up to $1,714,000 as a result of an 20% Incentive Factor for COhatch employees and members. The City will also provide an annual Economic Development Grant of up to $195,000 for ten years, depending on the developer’s final financing terms. The annual amount of the grant is based on an interest rate of 6.75% for the loans, and will be reduced by $11,000 for every 0.25% reduction in the Loan interest rate (e.g. if the Loan interest rate is 6.00%, the annual grant will be $161,700). The City will design and construct the necessary Public Improvements. Simultaneously with the development and approval of the Final Development Plan, the City will undertake, with input from COhatch, a review to determine those public improvements in and around the Property, including North Riverview Street, North Street, Blacksmith Lane and Wing Hill Lane, together with street lighting, underground utilities and to the extent feasible, on street parking, which are necessary to facilitate development of and access to Riverview Village (collectively, the “Public Improvements”). The City will have sole authority to determine the work and will use best efforts to coordinate the timing of various elements of the Public Improvements with the construction of the Private Improvements. These public infrastructure improvements are needed with or without this development and are considered maintenance improvements. With the land use and associated infrastructure needs for this area identified, now is the appropriate time to upgrade the infrastructure to Historic District standards. Closing The obligation of the City to transfer the Property, and the obligations of the Developer to develop the Private Improvements, are contingent upon the satisfaction of all of the contingencies specified in the Agreement. Either the City or the Developer may terminate the Agreement at any time prior to Closing if the Contingencies have not been satisfied or waived by June 30, 2025. Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) September 5, 2023 Page 5 of 6 The City and the Developer have agreed upon a Purchase Option in favor of the City for the Property. Should COhatch fail to complete the Private Improvements prior to December 31, 2027 or cease operations at Riverview Village, the City has the option to purchase all or a portion of the Property. The Purchase Option price would be the necessary amount to repay any Loans secured by COhatch. If the Private Improvements are completed but COhatch ceases operations at Riverview Village, the option price would be equal to the greater of the amount necessary to repay any loans and the fair market appraised value, less $2,000,000 plus any grants previously paid. The Purchase Option terminates with respect to the West Parcels thirty (30) years after the completion of the Private Improvements. The Purchase Option remains effective for the East Development Parcels for the maximum period permitted by law. Financial The financial benefits to the City include income tax revenues which are estimated to be $8.6 million through 2033 and Tax Increment Financing service payment revenue estimated to be $10.0 million over 30 years. Staff is requesting funds for the Public Improvements as part of the 2024-2028 Capital Improvements Program (CIP) update. The transportation and public utility infrastructure improvements in and around the Property, including North Riverview Street, North Street, Blacksmith Lane and Wing Hill Lane are anticipated to include street lighting, underground utilities and to the extent feasible, on street parking, which are necessary to facilitate the development of and access to Riverview Village. The improvements will also provide for a 30-inch diameter parallel trunk sewer installation along North Riverview Street. The need for this project was identified in the Deer Run Sanitary Sewer Modeling Report from 2012 and the Sanitary Sewer Modeling Update in 2019. Providing this improvement will increase system capacity and reduce the occurrences of sanitary system overflow and water in basement events in the Deer Run sanitary system. This will also help to fulfill the obligation of the Director's Final Findings and Orders from the Ohio EPA. Staff is currently proposing funding for detailed design of the Public Improvements in 2024 at $1,190,000, while construction is planned for 2025 at $7,060,000. Should Council approve this Ordinance, staff will continue to review the improvements and refine the scope of work and estimates. Since 2008, the City has sponsored the Dublin Entrepreneurial Center (“DEC”) with financial contributions totaling $4,924,419. Since the last contract renewal in 2019, the City’s sponsorship contribution decreased annually, allowing Dart Points (formerly Metro Data Center), a five-year window to increase self-sustainability through other means. The decreased funding model of the DEC was intended to free up additional funds to increase innovation programming City-wide over a five-year period without increasing the annual budget. The City’s sponsorship of the DEC is approximately $250,000 for 2023. Staff continues to evolve the DEC model as trends change, research other types of partnerships and explore innovative small business support options that could compliment the DEC and the Dublin community, like membership-driven collaboration spaces, and smart and innovation centers for research and development. Given that the lease agreement between Dart Points and the City is set to expire at the end of 2023, staff believes this is an appropriate time to consider continuing to free up additional funds to potentially offset the City’s commitments without a budget increase. Additionally, Riverview Village is a potential site for an innovation center that could be created as part of the City’s Fiber to the Home initiative. The agreement with altafiber includes a $250,000 allocation to potentially be used for an innovation center. Staff believes Riverview Village would be Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) September 5, 2023 Page 6 of 6 the ideal spot for an innovation center because of the high volume of foot traffic in the area, its visibility and its proximity to The Dublin Link. Recommendation Staff recommends City Council approve Ordinance 33-23 at the second reading/public hearing on September 11, 2023. To: Members of Dublin City Council From: Megan D. O’Callaghan, City Manager Date: August 22, 2023 Initiated By: Matthew L. Stiffler, Chief Financial Officer/Director of Finance Jennifer M. Rauch, AICP, Director of Planning Jenna Goehring, Economic Development Administrator Mitchell Ament, Management Analyst Kendel L. Blake, Management Analyst Re: Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) Background Founded in 2016, CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) offers a mix of private offices, coworking, meeting and event spaces, and food and beverage concepts. In seven years, the company has grown from a vision to a thriving integrated co-working company with locations in six states. While not all of their locations are located on historic properties, COhatch specializes in restoring historic buildings in town centers to bring new life and energy into the community. The company’s mission includes giving back to communities and often supports local charities and entrepreneurs through scholarships. COhatch first approached Dublin’s Economic Development team in 2016 with a concept to explore in the Dublin community. At the time, COhatch had no existing locations and was still working through its business plan and gathering funding. The company and staff continued conversations regarding a Dublin COhatch location, which resulted in an Economic Development Agreement (EDA) signed in April 2019, Ordinance 22-19. The EDA is a five-year, $700,000 (total) incentive agreement, split evenly by each year (2019-2023). Additionally, COhatch has a set of annual milestones they must successfully complete in order to receive their payment. 2023 is the final year for the current EDA. In 2017, COhatch had four active locations (two in Worthington, one in Delaware and one in Polaris Fashion Place) and two locations under construction in Upper Arlington and Springfield. Since that time, it has expanded to 40 locations (open or under construction) across six states. They have publicly stated a goal of over 500 locations nationally. The company has become an active partner in the communities of each of its locations by providing scholarships for nonprofits, opportunities for business start-ups and hosting community-based events. Ordinance 54-20 was approved by City Council on January 4, 2021, and authorized the acquisition of seven residential lots and one parcel on N. Riverview Street, totaling approximately 2.78 acres for a purchase price of $1.95 million. The City took possession of the parcels on October 21, 2021, and shortly thereafter City Council had the opportunity to tour the premises in late November through early December. Staff provided an update at the January 10, 2022 City Council Meeting, and Council Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017 Phone: 614.410.4400 Memo Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) August 22, 2023 Page 3 of 5 reaffirmed the proposed Request for Proposal (RFP) process and the role of the proposed Advisory Committee. The Advisory Committee met several times between February through April to visit the properties and review the project background documents including the 2017 Historical and Cultural Assessment, property condition assessments, zoning requirements, Riverside Crossing Park Master Plan, and the Architectural Review Board (ARB) process. On April 18, 2022, the Advisory Committee reviewed and recommended to City Council a draft RFP for approval to publicly advertise. The RFP was publicly advertised on the City’s website on April 28, 2022. Staff also used social media, including Facebook, Twitter, and LinkedIn, to notify the public about the RFP and generate interest. After the nine-week advertising period, two responses were received, and they were from Corinthian Fine Homes and COhatch. On August 1, 2022, the Advisory Committee met to discuss and evaluate the proposals. On September 14, 2022, the Advisory Committee interviewed COhatch to gain greater understanding of their proposal. After discussion and analysis of both proposals, the Committee determined that the COhatch concept best addressed the preservation, pedestrian activity, historic character, and public experience goals. It was noted that further evaluation was needed, including the use of designated riverfront parkland, density, and the uncertainty of the use for the southernmost homes. On September 26, 2022, Council approved the recommendations of the Advisory Committee to select COhatch’s proposal for further consideration and to direct staff to evaluate and negotiate the proposal through the development process. On February 22, 2023, COhatch presented an Informal Request to the Architectural Review Board (ARB) based on the accepted RFP. All eight properties were included at that time, and the Board provided feedback on the potential to rezone the area to Historic Core, density, and overall concept. The Board was favorable toward rezoning and supported the lesser density. The Board also supported the addition of an office building on the east side of N. Riverview Street as well as the potential demolition of outbuildings along N. Blacksmith Lane and the house at 53 N. Riverview Street noting that there is demolition criteria that must be met (reference attached ARB documents). Through further discussions with COhatch and consistent with their proposal indicating an option for others to own the southern block of properties, on July 31, 2023, Ordinance 24-23 authorized the City Manager to dispose of three properties (parcel nos. 273-000068, 273-000107, 273-000032 in the City of Dublin, County of Franklin and State of Ohio). The public auction is currently open and will end on September 18, 2023. Staff has also continued to evaluate and negotiate their proposal with a focus on economic development. Through these negotiations, the initial development concept has evolved to a first-of-a-kind coworking and entrepreneurship village to include COhatch’s national headquarters. Development Agreement COhatch (“Developer”) is looking to expand its footprint and establish its national headquarters (HQ) in Downtown Dublin. Ordinance 33-23 authorizes the execution of the proposed Development Agreement (“Agreement”) with COhatch for the development of the Riverview Village concept. The parcels that are the subject of the proposed agreement are as depicted on Exhibit A. Riverview Village is proposed to be COhatch’s new HQ and a one-of-a-kind coworking and Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) August 22, 2023 Page 3 of 5 entrepreneurship community. The development will be visible from The Dublin Link pedestrian and bicycle bridge, Bridge Park, Riverside Crossing Park, North High Street and E. Bridge Street. This walkable district will attract interest with its history and architecture, beautiful views, unique food and beverage options, educational business experiences and innovative community atmosphere. The area will provide a unique opportunity for Dublin to enhance its historic district, restoring and revitalizing this North Riverview neighborhood. The properties located at Riverview Village will encompass start-ups, small businesses, freelancers, nonprofits and hybrid companies representing all innovative aspects of the future of remote and hybrid work. The proposed COhatch HQ and Riverview Village development aligns with Dublin’s Economic Development strategies. This project is in furtherance of creating distinctive development nodes and builds on the momentum of the Bridge Street District. The expanded opportunity for start- up businesses would continue to add an innovative flavor to the Historic District that is also being encouraged in the Metro Office District, West Innovation District and the Bridge Street District. Start- up pitch competitions held at this facility would allow investors to connect with small businesses that are in need of growth capital. The additional employees and events held at this location within the Historic District would also create more support to the existing businesses in the immediate area and be a draw for activity on the west side of the Scioto River. Developer Commitments Pursuant to the terms of the proposed Agreement, COhatch will design Riverview Village, and use best efforts to achieve all necessary approvals of the Final Development Plan from the City’s Architectural Review Board, Planning and Zoning Commission and City Council by December 31, 2024. COhatch agrees that it will construct the Private Improvements at its sole cost and expense. The total estimated cost of private investment for restoration and new build construction is at least $8,000,000. The Developer shall commence construction of the Private Improvements no later than sixty (60) days after the Closing Date, and will use best efforts to substantially complete construction of Private Improvements no later than December 31, 2026. COhatch agrees that it will, from the date of this Agreement perform on behalf of the City all required maintenance and upkeep on the property as necessary to comply with the City’s Codified Ordinance and to a reasonable standard based on the properties’ current state. COhatch agrees that within ninety (90) days of the execution of the Agreement, it will establish its HQ at the Existing Office with the expectation that the HQ will be expanded into Riverview Village. The Developer represents that the minimum annual payroll associated with individuals employed by either CSD Dublin LLC or its affiliates employed at the HQ will be $8 million. The project expects to create 571 jobs within the City. COhatch agrees to provide public access to certain patios and outdoor spaces located on the East Development Parcels, as designated in the Final Development Plan. COhatch will award on behalf of the City 40 scholarships per year and $57,000 in COhatch credit for coworking memberships or other meeting/event space per year. COhatch will list the City as a sponsor/partner on all marketing materials affiliated with Riverview Village and include the City’s Economic Development team in on- boarding sessions with all new members. COhatch will provide information to the City pertaining to member agreements including City tax account forms and W-9 forms as well as quarterly reporting pertaining to events and special programming at Riverview Village. Additional commitments and benefits regarding Riverview Village are set forth in Section 12 of the proposed Agreement. Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) August 22, 2023 Page 3 of 5 City Commitments In return, the City agrees to transfer its interest in the West Parcels and those portions of its interest in the East Parcels which are required for the development of Riverview Village (as reasonably determined by the City, the “East Development Property”) as-is. Upon approval of the Final Development Plan, the City will split the East Parcels in order to create one or more separate tax parcels constituting the East Development Property as are necessary to accommodate the construction of the improvements identified in the Final Development Plan. The real property ultimately conveyed to the Developer is referred to as the “Property”. The income tax incentive proposed is a seven-year payroll performance withholding incentive of up to $1,714,000 as a result of an 20% Incentive Factor for COhatch employees and members. The City will also provide an annual Economic Development Grant of up to $195,000 for ten years, depending on the developer’s final financing terms. The annual amount of the grant is based on an interest rate of 6.75% for the loans, and will be reduced by $11,000 for every 0.25% reduction in the Loan interest rate (e.g. if the Loan interest rate is 6.00%, the annual grant will be $161,700). The City will design and construct the necessary Public Improvements. Simultaneously with the development and approval of the Final Development Plan, the City will undertake, with input from COhatch, a review to determine those public improvements in and around the Property, including North Riverview Street, North Street, Blacksmith Lane and Wing Hill Lane, together with street lighting, underground utilities and to the extent feasible, on street parking, which are necessary to facilitate development of and access to Riverview Village (collectively, the “Public Improvements”). The City will have sole authority to determine the work and will use best efforts to coordinate the timing of various elements of the Public Improvements with the construction of the Private Improvements. These public infrastructure improvements are needed with or without this development and are considered maintenance improvements. With the land use and associated infrastructure needs for this area identified, now is the appropriate time to upgrade the infrastructure to Historic District standards. Closing The obligation of the City to transfer the Property, and the obligations of the Developer to develop the Private Improvements, are contingent upon the satisfaction of all of the contingencies specified in the Agreement. Either the City or the Developer may terminate the Agreement at any time prior to Closing if the Contingencies have not been satisfied or waived by June 30, 2025. The City and the Developer have agreed upon a Purchase Option in favor of the City for the Property. Should COhatch fail to complete the Private Improvements prior to December 31, 2027 or cease operations at Riverview Village, the City has the option to purchase all or a portion of the Property. The Purchase Option price would be the necessary amount to repay any Loans secured by COhatch. If the Private Improvements are completed but COhatch ceases operations at Riverview Village, the option price would be equal to the greater of the amount necessary to repay any loans and the fair market appraised value, less $2,000,000 plus any grants previously paid. The Purchase Option terminates with respect to the West Parcels thirty (30) years after the completion of the Private Improvements. The Purchase Option remains effective for the East Development Parcels for the maximum period permitted by law. Financial The financial benefits to the City include income tax revenues which are estimated to be $8.6 million through 2033 and Tax Increment Financing service payment revenue estimated to be $10.0 million over 30 years. Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) August 22, 2023 Page 3 of 5 Staff is requesting funds for the Public Improvements as part of the 2024-2028 Capital Improvements Program (CIP) update. The transportation and public utility infrastructure improvements in and around the Property, including North Riverview Street, North Street, Blacksmith Lane and Wing Hill Lane are anticipated to include street lighting, underground utilities and to the extent feasible, on street parking, which are necessary to facilitate the development of and access to Riverview Village. The improvements will also provide for a 30-inch diameter parallel trunk sewer installation along North Riverview Street. The need for this project was identified in the Deer Run Sanitary Sewer Modeling Report from 2012 and the Sanitary Sewer Modeling Update in 2019. Providing this improvement will increase system capacity and reduce the occurrences of sanitary system overflow and water in basement events in the Deer Run sanitary system. This will also help to fulfill the obligation of the Director's Final Findings and Orders from the Ohio EPA. Staff is currently proposing funding for detailed design of the Public Improvements in 2024 at $1,190,000, while construction is planned for 2025 at $7,060,000. Should Council approve this Ordinance, staff will continue to review the improvements and refine the scope of work and estimates. Since 2008, the City has sponsored the Dublin Entrepreneurial Center (“DEC”) with financial contributions totaling $4,924,419. Since the last contract renewal in 2019, the City’s sponsorship contribution decreased annually, allowing Dart Points (formerly Metro Data Center), a five-year window to increase self-sustainability through other means. The decreased funding model of the DEC was intended to free up additional funds to increase innovation programming City-wide over a five-year period without increasing the annual budget. The City’s sponsorship of the DEC is approximately $250,000 for 2023. Staff continues to evolve the DEC model as trends change, research other types of partnerships and explore innovative small business support options that could compliment the DEC and the Dublin community, like membership-driven collaboration spaces, and smart and innovation centers for research and development. Given that the lease agreement between Dart Points and the City is set to expire at the end of 2023, staff believes this is an appropriate time to consider continuing to free up additional funds to potentially offset the City’s commitments without a budget increase. Additionally, Riverview Village is a potential site for an innovation center that could be created as part of the City’s Fiber to the Home initiative. The agreement with altafiber includes a $250,000 allocation to potentially be used for an innovation center. Staff believes Riverview Village would be the ideal spot for an innovation center because of the high volume of foot traffic in the area, its visibility and its proximity to The Dublin Link. Recommendation Staff recommends City Council approve Ordinance 33-23 at the second reading/public hearing on September 11, 2023. MEETING MINUTES Architectural Review Board Wednesday, February 22, 2023 CALL TO ORDER Mr. Alexander, Chair, called the meeting to order at 6:30 p.m. and welcomed everyone to the February 22, 2023 Architectural Review Board. He stated that the meeting could also be accessed at the City’s website. Public comments on the cases were welcome from meeting attendees and from those viewing from the City’s website. PLEDGE OF ALLEGIANCE Mr. Alexander led the Pledge of Allegiance. ROLL CALL Board Members present: Mr. Alexander, Mr. Cotter, Ms. Damaser Board Members absent: Ms. Cooper, Mr. Jewell Staff present: Ms. Holt, Ms. Mullinax, Ms. Singh ACCEPTANCE OF DOCUMENTS Mr. Cotter moved, Ms. Damaser seconded acceptance of the documents into the record. Vote: Mr. Cotter, yes; Mr. Alexander, yes; Ms. Damaser, yes. [Motion carried 3-0] Mr. Alexander stated that the Architectural Review Board is responsible for review of construction, modifications or alterations to any site in the Review District or area subject to Architectural Board Review under the provision of Zoning Code Section 153.170. The Board has the decision-making responsibility on these cases. The Chair swore in staff and applicants who planned to address the Board on any of the cases during the meeting. CASES 1. 114 S. High Street, 22-173MPR, Minor Project Review Exterior modifications to an existing building located within the Historic District. The 0.20-acre site is zoned HD-HS, Historic South District and is located approximately 85 feet southeast of the intersection of Pinney Hill Lane and S. High Street. Architectural Review Board Meeting Minutes of February 22, 2023 Page 2 of 13 CASE PRESENTATION Ms. Mullinax stated that this is a request for review and approval of exterior modifications to an existing commercial building located within the Historic District including:  a new front door tread/stoop; • screening for the underside deck addition and HVAC units; and • landscaping for the site and ground sign. The site is located ±85 feet southeast of the intersection of Pinney Hill Lane and S. High Street and is zoned HD-HS: Historic District- South. It is surrounded by businesses to the north, south, and west and single-family homes to the east. The 0.20-acre site features an existing ±1,605- square-foot one-and-one-half-story building that was built in 1948 and is historically known as the Dr. Harry Karrer office. The building was built in the Colonial Revival style and contains a stone foundation, and its exterior walls are clad with stone and clapboard wood siding. According to the 2017 Historic and Cultural Assessment (HCA), the building is in good condition, has excellent integrity, and is recommended contributing to the District. On October 26, 2022, the Architectural Review Board (ARB) approved a Minor Project for exterior modifications to the building with nine conditions. To fulfil one of those conditions, the applicant is required to provide underside deck screening and landscaping. Due to limited space between the approved deck and the existing sidewalk and steps, the proposed underside deck screening includes a Jakob GreenGuide metal wire trellis system along the north and east sides of the deck addition with Boston Ivy planted to grow up the trellis. ARB has approved similar trellises within the District, including those at 38 W. Bridge Street and the Library garage. The applicant is proposing landscaping along both the east and south elevations. Staff is supportive of the proposed site landscaping and screening. Building foundation plantings along the rear (east elevation) cannot be accommodated since the existing parking lot terminates at the building foundation and is an existing condition, which would negatively affect their parking if incorporated. On November 16, 2022, the ARB approved a Minor Project for window replacements and modifications to an approved deck addition and ADA ramp with four conditions. One of the conditions required the applicant to provide erosion and sedimentation control measures for the site after the landscaping was removed. The previously existing landscaping and front door stone stoop were removed by the applicant prior to the November 16, 2022 ARB approval to improve the safety of the principal entrance. The approved deck on the north elevation has yet to be constructed. Staff has reviewed the request against the applicable criteria and recommends approval of the Minor Project with five (5) conditions. Board Questions for Staff Mr. Alexander inquired if with plant screening, accommodation is allowed for growth of the plants. In other words, is only a percentage of the ultimate opacity goal required for new plants to allow opportunity for plant growth? Ms. Mullinax responded that neither the Code nor Guidelines provide a recommended percentage of opacity at installation. Ms. Holt stated that screening shrubs and ornamental grasses need to be at least 24 inches in height at installation. A City landscaping inspector reviews all landscape projects. Mr. Alexander inquired if that is evaluated with the application. Architectural Review Board Meeting Minutes of February 22, 2023 Page 3 of 13 Ms. Holt responded that it is evaluated at installation, but landscape plans are evaluated with those goals in mind. Applicant Presentation Brandon Dubinsky, JBM Development, 5420 Muirfield Court, Dublin, OH, stated that in regard to Mr. Alexander’s question, under the windows, 24-inch boxwoods with hydrangeas behind would be planted under the windows, with the intent not to block the view of the exterior from the interior. He is concerned about the recommendation that the HVAC units be fully screened to the top of the units. With the plants chosen, that will be a challenge, as the HVAC units are 36-42 inches in height. Their proposed plant height of 24 inches will not meet that requirement, so they may need to change the coniferous species used. Mr. Alexander requested clarification of the expectation related to the HVAC initial screening coverage versus anticipated screening coverage. Ms. Holt responded that the zoning inspector would ensure the plants installed would perform as required by Code. Mr. Alexander stated that if it is a condition, and initially, they will not meet that condition, the wording of the condition “fully screened to the top of the units by evergreens” should be changed to reflect what is expected. Mr. Dubinsky stated that the intent is that the plants would grow to fully screen the units; however, the proposed boxwood shrub would not fully screen at installation. Mr. Alexander recommended that the language of the condition be revised to clarify the full screening is anticipated after growth. [Discussion continued regarding the revised wording.] Mr. Alexander inquired if the applicant had any objection to the revised wording. Mr. Dubinsky indicated he had no objection. Mr. Alexander inquired if he had any objection to the other conditions. Mr. Dubinsky requested clarification of condition #4 that the plantings at the base of the underside deck screening refer only to the east elevation; on the north elevation, there would be insufficient room. He pointed out that the available space is only 18 inches, but they would make their best effort to provide the plantings, hoping that there will be sufficient sunlight and irrigation for plant growth. Ms. Mullinax clarified that the intent is that the condition for additional grasses or suitable plantings along the base of the deck on the east elevation would be required only if room permits for the plants to thrive. If the zoning inspector determines that there is insufficient room, that requirement would not apply. Mr. Alexander inquired if the 18 inches is measured from the edge of the deck to the edge of the building. Ms. Mullinax responded affirmatively. Mr. Alexander stated that it appears the actual screen is set back past the edge of the deck; therefore, on the east elevation, the available space would be greater than 18 inches. Mr. Dubinsky responded that the intent of the screening is to create a perimeter secured to the bottom of the deck. They should have 18 inches. He is comfortable with the condition Public Comment Architectural Review Board Meeting Minutes of February 22, 2023 Page 4 of 13 No public comments were received for this case. Ms. Damaser moved, Mr. Cotter seconded approval of the Minor Project with the following conditions: 1) The applicant update their existing building permit after ARB approval to reflect these changes, subject to staff review and approval; 2) All existing shrub, tree species, and sizes be labeled on the landscape plan to be submitted at building permitting; 3) The HVAC units be fully screened to the top of the units by evergreens in time, to be field verified by staff at building permitting; 4) Additional grasses or other appropriate plantings be provided at the base of the underside deck screening along the east elevation, room permitting, finalized by staff at building permitting; and 5) Additional evergreen shrubs be added to complete the 360-degree plantings around the ground sign pole, finalized by staff at building permitting. Vote: Mr. Cotter, yes; Mr. Alexander, yes; Ms. Damaser, yes. [Motion carried 3-0] 2. 87 S. High Street, 23-006INF, Informal Review Informal review and feedback for a rear addition and restoration of an existing two-story building in the Historic District. The 0.12-acre site is zoned HD-HS, Historic South District, and is located approximately 150 feet northwest of the intersection of Pinney Hill Lane and S. High Street. Case Presentation Ms. Singh stated that this is a request for an Informal Review for 87 S. High Street. The 0.12-acre site is zoned HD-HS, Historic South District, and is located ap proximately 150 feet northwest of the intersection of Pinney Hill Lane and S. High Street. The site has 30 feet of frontage on S. High Street and Mill Road. The existing use of the building is commercial, but it was originally designed as a residential building. The owners wish to convert the building to a personal residence and are requesting permission to add an addition to the rear of the exi sting structure. The applicant applied for an Informal Review in January 2021 to demolish the existing well house, modify the existing building, and construct a 2,000 SF addition on the 0.11 acre site. The ARB reviewed and provided the following non-binding feedback: • Support for retaining the historic character of the existing building; • Concern regarding demolition of the existing well house, encouraging that it, rather, be incorporated into the proposed design; • Concern regarding the massing and scale of the new addition, particularly as seen from the alley; • Not supportive of the connection between the existing structure and the proposed structure; preference for detached structures. In response to the Board’s input, the applicant has revised the plan as follows: • Retained more of the historic character of the building; • Restored the well house within the breezeway, which will connect the existing historic building to the new proposed addition; • Simplified the form as a sensitive connection to the existing historic building; Architectural Review Board Meeting Minutes of February 22, 2023 Page 5 of 13 • Proposed creation of a transparent breezeway. The 4,950-square-foot lot is located approximately 55 feet northwest of the intersection of Pinney Hill Lane and S. High Street. The site has 30 feet of frontage on S. High Street and Mill Road. The site contains an existing building built c. 1840. The existing building is Greek Revival with characteristics of American Vernacular. The building has front-facing low-pitched gables and an emphasized cornice line. It is two rooms deep with double entry, originally designed to be residential. The decorative dentil frieze board along the front façade is not original to the structure but remains a distinctive feature of the current building. The Historic and Cultural Assessment (HCA) notes that this is a contributing front gable roof vernacular structure constructed during the period 1820-1880. The surrounding properties to the north and south contain buildings reflecting Victorian architecture. The applicant is proposing to construct a 2,000 SF addition to the existing 1,091 SF historic structure with a single-story breezeway joining the historic building to the new addition. The proposal includes removing the parking lot connection between the properties located at 83 S. High Street and 91 S. High Street and re-establishing 87 S. High Street as an insular site. The Code requires that no single building in this District exceed 1,800 SF. The total lot is approximately 3,123 SF, including a patio and water feature, meeting the allowable lot coverage. There is a small, detached well house located directly to the rear of the existing building on the northern elevation, which the applicant is proposing to deconstruct/reconstruct within the new breezeway to highlight its historic influence. The applicant is proposing to reconstruct the chimney in the well house, using the same bricks. The proposed connector/breezeway will be glass on both sides. The well from the well house will be located near the proposed water feature in the open courtyard. [Building elevations, including a proposed two-story addition were reviewed.] Staff has provided the following discussion questions: 1) Does the Board support the deconstruction/reconstruction of the existing well house? 2) Does the Board consider this a demolition that would require specific review and approval? 3) Does the Board support the updated mass and scale of the home and its response to the Guidelines? 4) Does the Board support the waivers to the building area maximum and building roof pitches? 5) Does the Board support the updated conceptual architectural character and details of the home, including rooflines and series of dormer windows? 6) Other considerations by the Board. Board Questions for Staff Mr. Cotter inquired if the proposed two-story addition would be 2,000 square feet (SF). The maximum permitted by Code is 1,800 square feet. Is 20% the maximum waiver permitted by Code? Mr. Alexander responded that it is limited to 20%, so the addition could be a maximum square footage of 2,160SF. Ms. Singh responded that each individual building cannot exceed 1,800 SF, and the total square footage cannot exceed 3,000 square feet. Therefore, a waiver would be required. Mr. Alexander noted that the Board has considered waivers for similar projects in the past. Architectural Review Board Meeting Minutes of February 22, 2023 Page 6 of 13 Mr. Cotter inquired if it is necessary to have two separate, detached structures to achieve a total of 3,000 SF. Ms. Holt responded that there can be two structures, but no structure can be over 1,800 SF. Lot coverage is a separate requirement. With a single structure of 1,800 SF, a waiver could permit 120%, if approved. Mr. Cotter inquired if two separate buildings would be permitted if the total SF does not exceed 3,000 SF. Mr. Alexander responded that if there are two structures, then one must be primary; the other would be accessory. Is there a SF limitation for an accessory structure? Ms. Singh responded that at the previous Informal Review discussion, the second building was referred to as a subordinate structure. The definition of a subordinate structure does not provide a size limitation. Ms. Holt clarified that a detached accessory structure can be no greater than 25% of the primary structure’s square footage. Ms. Damaser pointed out that because of the breezeway, the addition is not an accessory structure. It is all one building. Applicant Presentation Brad Schoch, Architect, 6800 MacNeil Drive, Dublin stated that the building is currently a live/work structure, and the applicant is interested in making this their primary residence. In accordance with the Board’s comments at the previous review regarding the detached structure on the rear of the property, they have revised the plan to use it as a prim ary feature of the project. A previous comment was that perhaps relocating the structure would give it its proper importance on the property and enable a more usable project. They followed up on that idea, and now have used it as a feature in connecting “old Dublin” with “new Dublin.” They have referred to it as the well house, as it once housed a water pump. They have tried to keep the subordinate building similar to that of the primary building, but distinguish it sufficiently, so that it does not feel like a “near miss.” For that reason, they selected board and batten versus siding, which is used on the existing building. The roof forms are sufficiently different to distinguish the primary building. Board Questions for Applicant Mr. Cotter inquired about the intended reconstruction. Mr. Schoch responded that the existing shed is in poor condition. They will attempt to recapture the building to the extent possible, certainly the brickwork that created a flue probably for a cooking area separate from the main house. They will reuse the brickwork and the siding to the extent possible. It will be difficult to save the existing doors and windows of the shed. Mr. Alexander stated that it appears that they have changed the direction of the gable and fenestrations, so it will have a different appearance. Mr. Schoch agreed that it would have a different appearance. The intent is to make reference to the historic structure that existed in a different location on the lot. He believes it will be interpreted in that way, based on its materials being different from the surrounding materials, particularly those of the glass breezeway. Architectural Review Board Meeting Minutes of February 22, 2023 Page 7 of 13 Mr. Cotter inquired about the dormers on the new addition. Their pitch does not conform, and they look more modern than historic. Mr. Schoch responded that they debated that element, and if asked to reconsider the shape of the dormer, they would consider it. However, the current configuration is simple, clean and intended to distinguish the addition from the primary structure. In addition, it makes the second floor of the new structure functional. Without the dormers, there would be little usable space. Although it has the height, there is only attic space in the primary structure. Mr. Cotter stated that per the Code, the size of the proposed new edition exceeds the maximum square footage of 1,800 SF (one building) of liveable space by approximately 1,000 square feet. The proposed square footage is 3,000 SF+/-. Mr. Schoch responded that they would be requesting a waiver. They were concerned about the lot coverage more than building footprint. Mr. Alexander responded that the building size will be a greater barrier than the lot coverage. The Architectural Review Board is unable to grant a waiver to increase the square footage more than 20%. Mr. Cotter pointed out that with the waiver, the maximum floor plan could be no more than 2,160 SF. Mr. Schoch stated that this was not something of which his team had been made aware. Ms. Singh stated that the total building area would be 3,000 square feet. The existing structure is approximately 1,050 or 1,090 SF. The proposed addition is approximately 2,200 SF. The addition is permitted to be 1,800 SF, and a waiver would add 360 SF to the 1,800 SF. That would give a total of 3,000+ square feet. Mr. Alexander indicated that is incorrect. If the two buildings are connected, it is one building. The total building coverage must be used, which can exceed 1,800 SF by only 20%. Mr. Cotter stated that with the Code restriction, the building square footage cannot be more than 2,160 SF. Mr. Alexander stated that the applicant would need to consider different strategies. Although the building connector is a nice space, it adds square footage. Two separate buildings would be an option. The property to the south added a detached office structure, for example. Mr. Cotter stated that he is dealing with a Code restriction. Mr. Schoch stated that the barrier seems to be whether the entire building is attached or whether it is two separate structures. Mr. Alexander stated that connection could be underground. Ms. Damaser pointed out that if there are two buildings, the accessory building can be only 25% of the primary structure. That would significantly decrease the square footage possible. She requested clarification of the possible amount of square footage. Mr. Alexander responded that with the waiver, the total footprint could be 2,160 SF. Lot coverage is different from building coverage, and their proposed lot coverage is fine. Public Comment There were no public comments on the case. Architectural Review Board Meeting Minutes of February 22, 2023 Page 8 of 13 Board Discussion Mr. Alexander stated that, assuming the applicant will come back with a revised plan, the Board should provide input on the other discussion questions. Does the Board support the deconstruction/reconstruction of the existing well house? Mr. Cotter stated that as described, the reconstructed well house would be completely different. He is not totally opposed to relocating it, but it is preferable not to take down accessory buildings. Mr Alexander stated that what the Board had in mind was incorporating the outbuilding. What is unique about the outbuildings is that they are isolated, smaller, secondary buildings to the primary structures. Their historic character makes them unique. If they are taken apart and integrated, the historic character has been compromised in a number of ways. As an Architectural Review Board, it would be difficult to support their proposed treatment of that historic structure. Moving it or giving it another use would be fine, but if it is incorporated into the structure, its identity disappears. Mr. Cotter stated that it essentially would be a demolition and a reconstruction. Mr. Alexander stated that there are ways to move it on the lot. Ms. Damaser stated that as proposed, the reconstructed well house would essentially be subservient to the breezeway. It would no longer be a free-standing well house, which is what made it unique and historic. She is not supportive of using the well house to provide an element of interest in a breezeway. Mr. Alexander referred to Question #3 – Is the Board supportive of the updated mass and scale of the home and its response to the Guidelines? Mr. Cotter responded that as proposed, both the mass and scale are too much. The size of the footprint is inconsistent with Code. Ms. Damaser stated that she is not opposed to the scale; it is not that massive. The roof pitch lines look odd, but that is a different issue. Mr. Alexander stated that because it is set so far back, the addition could even be slightly taller, but what is unusual is the shed dormer. The Code requires traditional and vernacular architectural forms. A shed dormer is not a vernacular architectural form. If the sections are drawn accurately, he believes they should still be able to have the rooms on the second level. Multiple dormers could be used, and a steeper pitch could achieve more headroom. He is less concerned with the height than the shed dormers. Ms. Damaser agreed that a shed dormer with a flat roof is not appropriate in this District. Mr. Cotter agreed that a slightly greater height would be possible, as it would not be seen from the street. Ms. Damaser stated that multiple dormers would look appropriate in this area. Mr. Schoch stated that they would be able to address the dormers in a revised plan per the Board’s guidance. Mr. Alexander stated that the Board could be supportive of a waiver regarding the pitch for a smaller shed dormer. Mr. Alexander referred to Question #5 concerning the updated conceptual architectural character and details of the home. Mr. Cotter responded that adding the new porch element was a positive improvement to the front elevation. Architectural Review Board Meeting Minutes of February 22, 2023 Page 9 of 13 Mr. Alexander noted that there should probably be a cap on the brick wall. He would question the use of limestone on one side of the structure and brick on the other, and the continuity of material use in different locations. He believes the more significant issues are the form, which should be vernacular, and the treatment of the well house. Tom Hospel, property owner, 9995 Allen Drive, Dublin, OH requested clarification of the permitted size with the 20% waiver. Mr. Cotter responded that the permitted square footage of 1,800 SF could be increased with the waiver to a total of 2,160 SF. Mr. Alexander stated that the primary structure is 1,090 square feet, so they would be able to add 1,070 SF. The second floor is not factored into the building footprint/coverage. Mr. Cotter inquired if the maximum building footprint refers to the building ground coverage or to the SF of living area. Ms. Holt responded that it is the area of the building touching/covering the ground. Mr. Alexander stated that the Board wants to preserve the well house. Perhaps if it were preserved on another site, the applicant would gain an additional 190 SF. He would urge them to look at creative solutions. It is possible to revise the current concept to meet the required square footage and still have the two bedrooms. The square footage is based on a percentage of the lot size. Mr. Hospel stated that the building SF limitation was not brought up during the January 2021 Informal Review discussion or in pre-planning meetings. The change associated with that is significant, and he wants to avoid presenting a plan to the Board in the future that does not meet expectations. Mr. Alexander responded that he believes the previous Informal Review discussion focused primarily on architecture, not building area. He cannot speak to what was addressed in planning meetings, but the issue relates to a Code requirement, and the Board must review projects in view of the Code. Mr. Schoch stated that according to his calculations, they are approximately 280 square feet away from the permitted square footage, so they will give that some thought. He requested clarification of the suggestion to move the well house offsite. Mr. Alexander responded that in the past, a log cabin on a Dublin property was disassembled and rebuilt on the Dublin Art Council property. Keeping it in its preferred location would not contribute to the applicant’s liveable space; however, if it could be donated and preserved, the applicant would gain 190 square feet. Along with that, they would still need to revise the design to reduce the building coverage. Mr. Schoch stated that they would follow up with staff and identify what party to contact regarding the opportunity to donate the well house, should they wish to pursue that suggestion. Ms. Damaser noted that two ARB members are absent tonight, so the applicant is receiving the input of only three members. Mr. Schoch thanked the Board for their input and information. Architectural Review Board Meeting Minutes of February 22, 2023 Page 10 of 13 3. Riverview Village, 40 E. Bridge Street, 17, 27, 37, 45, 53, and 62 N. Riverview Street, and PID 273-005564, 23-14INF, Informal Review Informal review and feedback for a walkable commercial village in the north section of the Historic District. The 2.85-acre site is zoned HD-HR and HP, Historic District - Historic Residential and Historic Public. This site is located northeast of the intersection of N. Blacksmith Lane and E. Bridge Street. Case Presentation Ms. Holt stated that the 2.85-acre, multi-parcel site is located on both sides of N. Riverview Street, north of E. Bridge Street. Currently, the site contains seven contributing single-family residences on eight individual lots. The City purchased these properties in early 2021 with the goal of redevelopment. Approval of a future rezoning and Preliminary Development Plan (PDP) would be necessary for the project to proceed. At this point, all existi ng buildings are legal with their setbacks and lot coverage, based on their pre-existing conditions prior to adoption of the current Code. The uses envisioned for this project would fit within the Historic District – Historic Core zone, rather than the existing Historic Residential and Historic Public zones. New buildings and additions will have to conform to Code requirements. With the PDP, each lot would need to be surveyed to determine exact locations, setbacks, and lot coverages. The existing lots range in size; potential lot coverage if rezoned to Historic Core would be 85 percent. [Description of existing site conditions and structures was given.] The proposal is for the creation of Riverview Village, a mixed-use development for all properties within the project area. Envisioned is a walkable district that has a mix of makers and artists, restaurants, educators, start-up businesses, and growing small businesses. There are two development options: one is a minimum density and one is a maximum density. The minimum density proposal includes: parking on Blacksmith Lane; pedestrian access on Wing Hill Lane; a new 10,400 SF office building on the currently vacant lot south of 62 N. Riverview; potential removal of the three south properties from the project; addition of decks/eating areas to 62 N. Riverview for a restaurant or outdoor venue; potential to remove 53 N. Riverview Street; addition of new outbuildings. The maximum density proposal includes the same features, plus additions to 40 E. Bridge Street, 17 N. Riverview and 37 N. Riverview Street, and a new structure located between 45 and 53 N. Riverview Street. If the site is rezoned to Historic Core, the minimum lot sizes would be 21,000 SF. The proposed COhatch office building located south of 62 N. Riverview is conceptually shown as a series of three interlocking boxes with off-set gables, located along the uppermost lot edge adjacent to N. Riverview Street. Conceptual materials include vertical board and batten siding and possibly a standing seam metal roof. It is anticipated that the architecture would be similar to the existing COhatch building on North Street, which could be appropriate given the campus-like nature of the project, proximity to the river and the Link Bridge, and screening with natural vegetation. Staff has provided the following discussion questions: 1) Does the Board support the proposed design concept for the N. Riverview Street area? 2) Does the Board support the rezoning from Historic Residential and Public to Historic Core? Would the Board support 17 and 19 N. Riverview Street and 40 E. Bridge Street being kept as Historic Residential as an option? 3) Does the Board support the addition of a 10,400 SF office building south of 62 N. Riverview, and what is the Board’s reaction to potential scale and massing? Architectural Review Board Meeting Minutes of February 22, 2023 Page 11 of 13 4) Does the Board support the proposed inspiration material palette? Would the Board support the new office building to appear similar to the existing COhatch building? 5) Does the Board support the proposed infill building options for location, scale, massing, and number? 6) Does the Board support the potential demolition of the historic outbuildings along N. Blacksmith Lane to allow for vehicular traffic and parking? 7) Would the Board support the potential demolition of the house at 53 N. Riverview? Applicant Presentation Matt Davis, 4620 Hickory Rock Drive, Powell, OH and Tim Li, 401 W. Town Street, Columbus, OH were present. Mr. Davis stated that they submitted this project last July in response to a City RFP for a walkable district, highly community engaging and interfacing with the park. Their project is conceptual only at this point, so they are seeking the Board’s input. To date, they have had several meetings with City staff. 70-80% of their proposed plan is very flexible, but some elements are necessary for the plan to move forward. The most important element to make this project work is the view from The Link Bridge. Additionally, the view of the red house at 62 N. Riverview from the bridge would be an attractive entrance into this district. There must be sufficient critical mass and desirability for people to be attracted to this area, as there will be limited parking. The new office building on the cliff overlooking the river would also be essential to make the project feasible. He believes the 53 N. Riverview structure is essentially unusable. Due to its small footprint and low ceiling, it is the least useful building on the site. He is interested on having the Board’s feedback on the proposed massing and the options concerning 53 N. Riverview Street. Board Questions for Applicant Mr. Cotter requested clarification of the critical pieces of the development to the applicant. Mr. Davis responded that the critical pieces are the office building, the view from The Link Bridge and the red house at 62. N. Riverview. He suggested possible uses for the other homes within the project area. Public Comment Scott Haring, 3280 Lily Mar Ct. Dublin, OH stated that he was unaware that a future rezoning of this area was being considered. He is concerned about the proposed density. A proposed 85% lot coverage would spoil the character of this street, which has contained individual houses for many decades. The potential rezoning is the greater question here. Mr. Alexander stated that the position the City is in is that there is no market for these structures as single-family homes, so another option for this area must be considered. Board Discussion Mr. Alexander directed the Board’s comments to the discussion questions. 1) Does the Board support the proposed design concept for the N. Riverview Street area? The Board indicated support for the proposed design concept. Architectural Review Board Meeting Minutes of February 22, 2023 Page 12 of 13 2) Does the Board support the rezoning from Historic Residential and Public to Historic Core? Would the Board support 17 and 19 N. Riverview Street and 40 E. Bridge Street being kept as Historic Residential as an option? The Board was supportive of rezoning the entire area as opposed to keeping three structures as Historic Residential. Rezoning the entire area would present more coverage opportunities. 3) Does the Board support the addition of a 10,400 SF office building south of 62 N. Riverview Street, and what is the Board’s reaction to the potential scale and massing? Mr. Alexander inquired if in this case, the square footage does not apply to the building footprint, but to the total building area of multiple floors. Mr. Davis responded affirmatively. The Board indicated support for the addition of the 10,400 SF office building south of 62 N. Riverview, depending on its proposed design. 4) Does the Board support the proposed inspiration material palett e? Would the Board support the new office building to appear similar to the existing COhatch building? Mr. Li clarified that they would not be proposing a structure s imilar to the existing COhatch building. There were specific reasons for the design of their existing building. This site does not have the same site constraints. They would be suggesting a material palette that would fit into the neighborhood. The Board indicated that they were tentatively supportive of a more flexible design. 5) Does the Board support the proposed infill building options for location, scale, massing, and number? The Board indicated greater support for the minimum density pro posal, although they could support a hybrid of the minimum and maximum density options. 6) Does the Board support the potential demolition of the historic outbuildings along N. Blacksmith Lane to allow for vehicular traffic and parking? Ms. Holt indicated that one of the outbuildings is a duplex privy. The Board indicated support for demolition for two of the outbuildings; discussion of the historical significance related to the duplex privy would occur with any proposal for demolition. The Board indicated they had no objection to the proposed use of N. Blacksmith Lane, if that is the recommendation of Engineering staff. 7) Would the Board support the potential demolition of the house at 53 N. Riverview? Board members indicated varying support for the potential demolition, noting that there is demolition criteria that must be met for approval. Mr. Davis inquired if the Board had any objections to extending the brand of Riverview Village up Wing Hill Lane establishing a connection point, using similar light posts, sidewalks and signage. The Board indicated that they were supportive; it would have the potential of helping the businesses on High Street. The proposed connections in the concept seem appropriate. COMMUNICATIONS Ms. Holt shared the following: Architectural Review Board Meeting Minutes of February 22, 2023 Page 13 of 13 The Historic District Commercial Facade Improvement Grant Program will be reinstituted with the formation of a City Commercial Improvement Corporation (CIC). Properties within the Historic District would be eligible to receive grants for proposed projects of 50% of the project costs, not to exceed $25,000. The grants would be approved by the CIC, but the projects would require ARB approval. This Summer 2023, the Parks Department will be rebuilding the perimeter stonewall of the main cemetery on Bridge Street, using existing materials. The intent is to ensure the stonewall has a consistent elevation, and the entry columns will be positioned wider to provide easier access. Inquired if there is a need to continue to make proposed landscape materials available at the Development Building for the Board’s review. Building materials, however, would continue to be brought to the Board for their review. Board consensus was that staff notify the Board when landscape material samples are provided for staff’s review, and if the Board is interested, they can review the material within the same timeframe as staff. The next regular meeting of the ARB is scheduled for Wednesday, March 15, 2023. ADJOURNMENT The meeting was adjourned at 8:46 p.m. Chair, + Gt Review Board PLANNING 5200 Emerald Parkway Dublin, Ohio 43017 phone 614.410.4600 dublinohiousa.gov PLANNING REPORT Architectural Review Board Wednesday, February 22, 2023 RIVERVIEW VILLAGE INFORMAL 23-014ARB-INF www.dublinohiousa.gov/arb/23-014 Case Summary Address 40 E. Bridge Street; 17, 27, 37, 45, 53, 62 N. Riverview Street; and PID 273 - 005564 Proposal An Informal Request for a walkable commercial village in the north section of the Historic District. The 2-acre site is zoned HD-HR, Historic District - Historic Residential and HD-HP, Historic District – Historic Public and is located northeast of the intersection of N. Blacksmith Lane and E. Bridge Street. Request Non-binding feedback Zoning HD-HR, Historic District – Historic Residential and HD-HP, Historic District – Historic Public Planning Recommendation Discussion Questions Next Steps After discussion at Informal, the applicant may apply for a Concept Plan. Applicant City of Dublin and Matt Davis, COhatch Case Manager Sarah Tresouthick Holt, AICP, ASLA, Senior Planner (614) 410-4662 sholt@dublin.oh.us City of Dublin Architectural Review Board 23-014ARB-INF | Riverview Village Informal Wednesday, February 22, 2023 Page 2 of 8 Site Location Map 1 1 Carport approved for demolition Proposed Office Site 2 2 City of Dublin Architectural Review Board 23-014ARB-INF | Riverview Village Informal Wednesday, February 22, 2023 Page 3 of 8 1. Background Site Summary The 2.85-acre, multi-parcel site has ±648 feet of total frontage along N. Riverview Street; ±408 feet along and N. Blacksmith Lane, ±61 feet on North Street, and ±163 feet of frontage on E. Bridge Street. The Bridge Street frontage sits below the street, without physical access, due to the bridge elevation. Currently, the site contains seven contributing single-family residences on eight individual lots. The City purchased these properties in early 2021 with the goal of redevelopment. Council appointed an Advisory Committee to help determine what the specific project goals should be and to issue a Request for Proposal (RFP) for the redevelopment. The City issued the RFP in June of 2022 and received responses, one of which was recommended by the Advisory Committee to City Council. Council heard a presentation on that response from Community Space Development, LLC (dba COhatch) in September of 2022 (memo and minutes attached). The project was generally supported by City Council for further consideration and development and is the subject of this Informal Review. 2. Overview Site Characteristics Natural Features The lots on the west side of N. Riverview Street are fully developed, and there are some significant trees. The east side of N. Riverview Street is heavily wooded and has very steep slopes toward the Scioto River and its floodplain. At Preliminary Development Plan (PDP), a Tree Survey should be completed to discern tree condition, species, and preservation opportunities. Historic and Cultural Facilities In 2017, the City of Dublin adopted a Historic and Cultural Assessment (HCA), which documents a variety of community assets including homes, stone walls, cemeteries and commercial buildings. As part of the assessment, the existing buildings were recommended as contributing. Additionally, there are a significant number of historic outbuildings, privies, and sheds, as well as historic walls which are noted in the attached wall inventory. When the HCA was completed, all properties were noted in good condition and contributing. The City hired CTL to do a structural assessment of the properties as part of the pre-purchase due diligence, and most were rated as poor, with the exception of one in fair condition. The ARB recently approved (January 2023) mothballing activities to secure all roofs from rain and weather infiltration and permitted demolition of a non-contributing carport at 40 E. Bridge Street. Road, Pedestrian and Bike Network The site has frontages along N. Riverview Street on the east and N. Blacksmith Lane on the west. E. Bridge Street is adjacent to the south side of the project site yet sits well above the site. A pedestrian stair leads under Bridge Street and connects to Dublin Springs Park and S. Riverview Street. No sidewalks or bike facilities exist within the project area. City of Dublin Architectural Review Board 23-014ARB-INF | Riverview Village Informal Wednesday, February 22, 2023 Page 4 of 8 Review Process After an Informal Request, a Concept Plan (CP) is required where projects exceed the criteria for Minor Projects, meaning commercial building additions expanding the gross floor area by more than 25% or more than 1,500 square feet, whichever is less. This request falls into this category. CP is the first, binding, formal step before PDP and Final Development Plan (FDP). The purpose of the CP is “to provide a general outline of the scope, character, and nature of the proposed development….” consistent with all related documents, as described herein. There are individual properties within the project site, however, that may qualify for a Minor Development Request (MPR): single-family detached structures, mixed-use or nonresidential structures of less than 3,000 square feet, or additions to principal structures of the lesser of than 25% gross square footage or 1,500 square feet. Once a future CP is approved, the applicant may elect to use this process for the smaller properties; staff supports this approach when the MPR can be shown to fit within the zoning, CP, and a required Development Agreement. The uses envisioned for this project all fit within the Historic District – Historic Core zone, rather than the existing Historic Residential and Historic Public zones. A rezoning would be required to allow the project to move forward. This would occur simultaneously with a PDP or prior to any MPRs, and will require the recommendation of both the Board and Planning and Zoning Commission, and approval by City Council. As part of the RFP response to the City, a Development Agreement is under consideration by City Administration and City Council. When a Development Agreement is considered, City Council is the required reviewing body for Concept Plans in the Historic District, following a recommendation by the Board. 2. Zoning Code Code and Guidelines Historic District – Historic Residential On February 22, 2021, City Council approved amendments to the ARB section of the Zoning Code, which established new zoning requirements for the district. March 23, 2021 was the effective date of this Ordinance, and all applications are subject to these requirements. The intent of the Historic Residential district is to encourage preservation and development of homes on existing or new lots that are comparable in size, mass, and scale, while maintaining and promoting the traditional residential character of Historic Dublin. The Historic Public district applies to a variety of public spaces and facilities, such as parks, open spaces, and recreation. The Historic Core, which is envisioned as the future district for the area, shall ensure sensitive infill development while providing an improved pedestrian environment which also accommodates vehicles. Historic Design Guidelines The Guidelines provide direction on best practices for rehabilitation and new construction. Chapter 4 applies to rehabilitation, Chapter 5 for new construction, and Chapter 6 for site design. At later project stages, the applicant will need to demonstrate how this guidance has been included within all designs. City of Dublin Architectural Review Board 23-014ARB-INF | Riverview Village Informal Wednesday, February 22, 2023 Page 5 of 8 3. Project Site Layout Proposal The proposal is for the creation of Riverview Village, a mixed-use development put forth by the COhatch Team for all properties within the project area. Envisioned is a walkable district that has a mix of makers and artists, chefs and restaurants, educators, start-up businesses, and growing small businesses. Uses The applicant proposes the properties on the west side of N. Riverview Street be rezoned from Historic Residential to Historic Core. Similarly, the applicant requests the properties east of N. Riverview be rezoned from Historic Public to Historic Core. This rezoning would permit the various envisioned uses: office, live-work residential, 2-family residential, galleries, artisan production, conference center (size limited to 3,000 SF on .5 ac lot minimum), eating and drinking establishments (size limited to 3,500 SF), and retail (5,000 SF maximum). The applicant states that keeping 17 and 27 N. Riverview Street and 40 E. Bridge Street as Historic Residential is a possibility. All properties within the project site are shown as Mixed- Use Village Center on the Community Plan Future Land Use Map. At the time of the current Historic District Code’s adoption, this location was originally intended to be part of the Historic Core but was changed to Historic Residential based on Board desire to provide protection for the existing residential properties, noting that this neighborhood fabric is the same as on S. Riverview Street (See attached minutes from 2020). Feedback on the proposed zoning change is requested. Site Layout The site layout is largely proposed to remain with infill development within the existing building fabric. A new office building, of approximately 10,400 SF, is proposed on the front portion of the property south of 62 N. Riverview (PID 273-00564). The applicant shows new outbuildings behind both 17 and 27 N. Riverview and an option to insert a building between 45 and 53 N. Riverview. The existing homes and new outbuildings would be used for various activities as described above. Most buildings would be restored. The proposed office building is located to the front of the existing property given the steep slopes at the rear of the property. The applicant has indicated the proposed building is critical for the success of the overall project. At CP, the floodplain and edges of steeps slopes will need to be shown on the submittal materials. There is a storm sewer that runs between 62 and this proposed office building; adequate space needs to be reserved for maintenance, and easements will be needed. Many of the historic outbuildings are currently within the N. Blacksmith Lane right-of-way or do not meet current setbacks. The Board will likely be asked to consider demolition of these buildings, some of which have been moved to the site from other locations, some of which are in poor condition, and others, such as the duplex privy and associated wall, are of great and unique value. Feedback on this issue is requested. City of Dublin Architectural Review Board 23-014ARB-INF | Riverview Village Informal Wednesday, February 22, 2023 Page 6 of 8 The applicant shows new outbuildings behind both 17 and 27 N. Riverview and these would have to either meet Accessory Structure requirements (no greater than 25% of gross square footage of the primary structure) or be attached to the original structures. The proposal includes an option to insert a building between 45 and 53 N. Riverview; however, minimum lot sizes (21,000SF) for the Historic Core cannot be met. An alternative would be to create a sympathetic addition to 53 or possibly adjust the lot line between 45 and 53 to allow for a larger building. The applicant notes that 53 N. Riverview is least likely to be useful as a renovation project and may request demolition of the building. The more detailed review of 53 N. Riverview Street is included in the packet; feedback on this idea is requested from the Board. The applicant proposes to preserve the area’s historic stone walls, and large trees. At CP all these features shall be shown on the submittal materials. It appears that the duplex privy and tall historic wall behind 40 E. Bridge will be preserved; how these accommodate new right-of- way requirements will need to be identified at CP. An entry feature is proposed at the North Street/N. Riverview Street intersection and will need to be carefully designed to accommodate street, emergency, and utilities criteria. Access and Utilities N. Riverview Street and Wing Hill Lane were initially proposed to be closed to vehicular traffic; however, this does not meet with access and safety concerns from Washington Township Fire Department (WTFD). With the increased use in the area, they will need vehicular access to be maintained, ideally with a turnaround available. Hydrants are located along N. Riverview Street, further supporting the concept for vehicular access. At the next project stages, WTFD will need to understand uses and occupancies for all buildings along N. Riverview Street. Additionally, they will need to see auto-turn calculations to ensure that fire apparatus can negotiate the streets; auto-turn specifications have been provided to the applicant. It may be necessary to widen turning radii at various locations; how this would affect historic stone walls and/or structures will need to be studied. Finally, the applicant will need to note the length of the dead end portion of N. Riverview Street, from Wing Hill Lane south. Staff has also expressed concerns with closing N. Riverview Street to vehicular access, noting that snow removal, deliveries, trash pick-up, and day-to-day access are all needed. Staff also notes that most utilities for the area are located within N. Riverview Street and Wing Hill Lane, so access for maintenance and improvements is needed. At subsequent reviews, a plan for how the street could be designed to emphasize pedestrian character, perhaps through paving types, while maintaining vehicular access, needs to be carefully vetted. The idea that N. Blacksmith Lane become one-way heading south has been preliminarily discussed with staff. This will need further study to determine if this is feasible and/or the correct one way direction. Regarding pedestrian access, staff notes that accessible paths to the project will be a challenge. The applicant will need to examine how ADA compliance to all buildings and locations can be City of Dublin Architectural Review Board 23-014ARB-INF | Riverview Village Informal Wednesday, February 22, 2023 Page 7 of 8 met at subsequent submittals, especially concerning the stairways from the Link Bridge West Plaza to N. Riverview and into the surrounding park. Access to individual buildings will also be a challenge, given the existing topography and historic wall systems. Parking Currently, the site does not contain any formal public parking spaces. Parallel parking is permitted along N. Riverview Street and is often currently used for COhatch patrons. Neither Wing Hill nor N. Blacksmith Lanes are wide enough to accommodate on-street parking in their current configuration. Some parking for the project is proposed along N. Blacksmith Lane using parallel parking on the west side of the project site. The potential to gain additional right-of-way for N. Blacksmith will be examined during the Development Agreement phase of the project and will need to consider the potential impacts on historic outbuildings and walls. A Parking Plan will be required at PDP. Setbacks, Lot Coverage At this point, all existing buildings are legal with their setbacks and lot coverage, based on their pre-existing conditions prior to adoption of the current Code. New buildings and additions will have to conform to Code requirements. At PDP or MPR, each lot and improvements will need to be surveyed to determine exact locations, setbacks, and lot coverages. The existing lots range in size; potential lot coverage with successful rezoning to Historic Core at 85 percent, is presented below. The existing Historic Residential zone allows 45 percent lot coverage; Historic Public allows 85 percent. Address Lot Size Historic Core Permitted Lot Coverage 40 E. Bridge St .32 ac 11,848 SF 17 N. Riverview St .18 ac 6,665 SF 27 N. Riverview St .20 ac 7,405 SF 37 N. Riverview St .16 ac 5,924 SF 45 N. Riverview St .12 ac 4,443 SF 53 N. Riverview St .11 ac 4,073 SF 62 N. Riverview St .59 ac 21,845 SF* Vacant south of 62 1.17 ac 43,320 SF* *Much of this lot SF is in floodplain or steep slopes Front setback for the new office building could be 0 feet along N. Riverview Street, with the approval of Historic Core zoning. This would address the steepness of the lot, allowing the building to be as close to the street as possible. Building Height, Massing, Scale and Architecture The proposed COhatch office building located south of 62 N. Riverview is conceptually shown as a series of three interlocking boxes with off-set gables, located along the uppermost lot edge adjacent to N. Riverview Street (page 19). Conceptual materials include vertical board and batten siding and possibly a standing seam metal roof (page 16). It is anticipated that the architecture would be similar to the existing COhatch building on N. Street, which could be appropriate given the campus-like nature of the project, proximity to the river and Link Bridge, City of Dublin Architectural Review Board 23-014ARB-INF | Riverview Village Informal Wednesday, February 22, 2023 Page 8 of 8 and screening with natural vegetation. The treatment of the foundation, as it steps down the slope, will be important and should replicate traditional foundations in materials and form. A more detailed review shall be made at a later process; initial feedback is requested. The existing residences along N. Riverview Street are proposed to be renovated and will remain in essentially their current form. 62 N. Riverview Street would have a series of decks added on to the east side, overlooking the Scioto River, to accommodate a restaurant or other gathering space. No other details are known at this point. 4. Discussion Topics Planning Staff requests discussion on the following items: 1) Does the Board support the proposed design concept for the N. Riverview Street area? 2) Does the Board support the rezoning from Historic Residential and Public to Historic Core? Would the Board support 17 and 19 N. Riverview Street and 40 E. Bridge Street being kept as Historic Residential as an option? 3) Does the Board support the addition of a 10,400 SF office building south of 62 N. Riverview, and what is the Board’s reaction to potential scale and massing? 4) Does the Board support the proposed inspiration material palette? Would the Board support the new office building to appear similar to the existing COhatch building? 5) Does the Board support the proposed infill building options for location, scale, massing, and number? 6) Does the Board support the potential demolition of the historic outbuildings along N. Blacksmith Lane to allow for vehicular traffic and parking? 7) Would the Board support the potential demolition of the house at 53 N. Riverview? 8) Any other considerations by the Board. Draft 8-21-23 REAL ESTATE TRANSFER AND DEVELOPMENT AGREEMENT (Riverview Village) THIS REAL ESTATE TRANSFER AND DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this ____ day of __________, 2023, 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 CSD DUBLIN LLC (which is wholly owned by Community Space Development LLC d/b/a COhatch), an Ohio limited liability company (“COhatch” or the “Developer” and together with the City, the “Parties”), under the circumstances summarized in the following recitals. RECITALS: WHEREAS, Developer or its affiliate owns and operates a coworking office and meeting space which is located at 25 North Street in Historic Dublin (the “Existing Office”). WHEREAS, based on the results of COhatch’s recent comprehensive examination of workforce needs, and induced by and in reliance on the economic development incentives provided in this Agreement, COhatch desires to establish its national headquarters (the “Headquarters”) within the City. WHEREAS, initially, COhatch will create the Headquarters within its Existing Office, but to accommodate the planned growth of the Headquarters, COhatch will need additional office space in proximity to the Existing Office. WHEREAS, the City holds fee simple title to following parcels of real property which are adjacent to the Existing Office: Parcel ID 273-000042-00, consisting of approximately 0.16 acres and referred to herein as “West Parcel 1”, Parcel ID 273-000073-00, consisting of approximately 0.12 acres and referred to herein as “West Parcel 2”, Parcel ID 273-000098-00, consisting of approximately 0.11 acres and referred to herein as “West Parcel 3”, and together with West Parcel 1 and West Parcel 2, the “West Parcels”, Parcel ID 273-005565-00, consisting of approximately 0.619 acres and referred to herein as “East Parcel 1”, and Parcel ID 273-005564-00, consisting of approximately 1.18 acres and referred to herein as “East Parcel 2”, and together with East Parcel 1, the “East Parcels”, which Parcels are depicted on EXHIBIT A. - 2 - WHEREAS, Developer has determined that the buildings located upon the West Parcels (assuming restoration thereof) plus the building located upon the East Parcel (assuming restoration thereof) and any new building(s) constructed on portions of the East Parcels would accommodate the planned growth of the Headquarters and their member base in the surrounding area. WHEREAS, the Parties have determined that the Headquarters will be integrated with other COhatch uses, including but not limited to, coworking space, private flex office space, innovation space, meeting and programmable space, and space for eating and drinking. WHEREAS, the development of the West and East Parcels, which shall include the restoration of the buildings located thereupon, and such portions of the East Parcels as are necessary to accommodate a new building(s) constructed thereon, are collectively referred to herein as “Riverview Village”. A depiction of the current concept for Riverview Village is attached as EXHIBIT B. The plans for Riverview Village are subject to change as a result of the development review process and the agreement of the Parties. The approved Final Development Plan (including Architectural Review Board approval) for Riverview Village is referred to herein as the “Final Development Plan”, with the privately owned improvements to be constructed pursuant to the Final Development Plan referred to herein as the “Private Improvements”. WHEREAS, the Architectural Review Board informally reviewed an initial concept for the creation of Riverview Village in February 2023, and the Board was supportive of the proposal as it ensures preservation and rehabilitation of the existing historic structures, to the extent practicable, and provides for additional development opportunity along North Riverview Street. WHEREAS, subject to the satisfactory completion of the zoning and development review and approval process required by the City’s Codified Ordinances, the City will thereafter timely convey (i) its interest in the West Parcels and (ii) those portions of its interest in the East Parcels which are required for the development of Riverview Village (as reasonably determined by the City, the “East Development Property”), to Developer (the real property ultimately conveyed to Developer being referred to herein as the “Property”). WHEREAS, Developer will, following conveyance of the Property and at its sole cost (except for the contributions from the City as provided herein), develop Riverview Village and establish its Headquarters at Riverview Village, which improvements are estimated to cost at least $8 Million. WHEREAS, the City will, following conveyance of the Property and at its sole cost, design and construct certain public improvements within and proximate to Riverview Village which may include, but are not necessarily limited to, improvements to North Riverview Street, North Street, Blacksmith Lane, and Wing Hill Lane, including lighting, underground utilities and where feasible, additional on street parking (the “Public Improvements”). NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to and incorporate in the foregoing Recitals in this Agreement and as follows: - 3 - Section 1. Design of Riverview Village. Promptly following the execution of this Agreement Developer shall proceed with the design of Riverview Village, and use best efforts to achieve all necessary approvals of the Final Development Plan from the City’s Architectural Review Board, Planning and Zoning Commission and City Council by December 31, 2024 (the “Plan Approval Deadline”). Developer shall regularly communicate with City administration regarding design development and will consider input from City administration when developing design submittals to the City. Nothing in this Agreement shall be deemed to be an approval of any particular zoning or design for Riverview Village, and Developer acknowledges and agrees that the Final Development Plan must be approved pursuant to the normal procedures and requirements of the City’s Codified Ordinances. The City and the Developer further acknowledge that it is the intent of the Parties, subject to Planning and Zoning Commission and City Council approval (in the respective sole discretion of those bodies), to zone the West Parcels and the East Development Parcels as “Historic Core” parcels pursuant to the City’s zoning code. If the zoning for the Property and the Final Development Plan are not approved by the City’s Architectural Review Board, the Planning and Zoning Commission and by City Council (as applicable) by the Plan Approval Deadline, either Developer or the City may terminate this Agreement by written notice to the other at any time prior to such approvals being granted. The Developer may request one six-month extension of the Plan Approval Deadline in order to address comments made by the Architectural Review Board, which request the City shall not unreasonably withhold. Any additional requests for extension of the Plan Approval Deadline shall be approved or disapproved by the City in its sole discretion. Section 2. Design and Construction of Related Public Improvements. Simultaneously with the development and approval of the Final Development Plan, the City shall undertake, with input from Developer, a review to determine those public improvements in and around the Property, including to North Riverview Street, North Street, Blacksmith Lane and Wing Hill Lane, together with street lighting, underground utilities and to the extent feasible, on street parking, which are necessary to facilitate development of and access to Riverview Village (collectively, the “Public Improvements”) and create the plans for the Public Improvements (such plans, the “Public Improvement Plans”) and a schedule for the construction of the Public Improvements (the “Public Improvement Schedule”). Developer agrees that the City shall have sole authority to determine what constitutes a Public Improvement. In developing the Public Improvement Schedule, the City and the Developer will use best efforts to coordinate the timing of various elements of the Public Improvements with the construction of the Private Improvements in a logical order that will allow for the earliest completion of both the Public Improvements and the Private Improvements The City agrees that it will, at its sole cost (except as otherwise described herein), use good faith efforts to design, construct and install those Public Improvements in order that the Public Improvements will be substantially completed and available for public use prior to completion of the Private Improvements, subject to Force Majeure delays . Both parties acknowledge that the relocation of private utilities (electric and gas) require the approval of third parties that neither the City nor the Developer control, and the timing of those approvals and the scheduling of construction or relocation of those utilities may require adjustments to the Public Improvements Schedule. The Parties also agree that adjustments to the Public Improvement Schedule may be necessary as work on the Public Improvements and the Private Improvements progresses, and each Party agrees to consult with each other as the need for adjustments arises. Developer agrees to provide at no charge to the City any right-of-way or easements (temporary or permanent) which the City determines are necessary to provide for the construction and installation of the Public Improvements. - 4 - Section 3. City Incentives. As an inducement to the Developer to enter into this Agreement and perform its obligations hereunder, the City agrees to provide the following incentives subject to the achievement of the Closing described below: (a) Income Tax Incentive. The City will provide an income tax incentive to the Developer for a period of seven years as set forth in the following chart in an amount equal to 20% of City income taxes paid (less refunds) by employees of the Developer (or its affiliates) and COhatch members (the “Income Tax Incentive”). The income tax incentive will be subject to maximum payments as set forth in the following chart. The project income tax increment is illustrative only based on projections provided by the Developer and the actual income tax incentive will vary based on actual income taxes paid. Year Target In-Person Payroll Target 2% Withholdings Projected 20% Incentive on WH Maximum Payment 2027 $51,495,100 $1,029,902 $205,980 $206,000 2028 $54,422,347 $1,088,447 $217,689 $218,000 2029 $57,504,817 $1,150,096 $230,019 $231,000 2030 $60,749,720 $1,214,994 $242,999 $243,000 2031 $64,164,963 $1,283,299 $256,660 $257,000 2032 $67,759,198 $1,355,184 $271,037 $272,000 2033 $71,541,364 $1,430,827 $286,165 $287,000 (b) Economic Development Grant. The City will make a grant to the Developer to pay Private Improvement Costs in the amount of $195,000 per year for ten years (maximum grant amount of $1,950,000)(the “Economic Development Grant”). The annual Economic Development Grant will first be paid in the calendar year required under the approved Loan Documents (which may be the year in which the Closing Date occurs), and thereafter for nine consecutive years. The annual amount of the Economic Development Grant is based on an interest rate of 6.75% for the Loan. The annual amount of the Economic Development Grant will be reduced by $11,100 for every 0.25% reduction in the Loan interest rate (e.g. if the Loan interest rate is 6.00%, the annual Economic Development Grant will be $161,700). As used herein: “Private Improvement Costs” means the hard and soft costs of developing the Private Improvements as necessary to obtain a certificate of occupancy for the Private Improvements, including the costs of acquiring the Property from the City and the costs of designing, financing, constructing and equipping the Private Improvements, including contingencies. “Loan” means one or more loans made by one or more lenders to the Developer to finance a portion of the Private Improvement Costs. (c) Repayment of Incentives. The City may require the Developer to repay either or both of the Income Tax Incentive paid based on employees of the Developer or its affiliates (and not - 5 - COhatch members) and the Economic Development Grant if COhatch ceases Headquarters operations at Riverview Village within 10 years of the first payment of the Economic Development Grant. (d) Appropriation. The Developer acknowledges and agrees that payment of both the Income Tax Incentive and the Economic Development Grant are subject to annual appropriation of funds by City Council to make those payments. If City Council fails to appropriate any such amounts (other than due to a breach or default by the Developer hereunder or under the Economic Development Agreement), the Developer’s obligations to complete the Private Improvements and its obligations under Section 12 of this Agreement shall be suspended until City Council makes such appropriation. Section 4. Property Due Diligence. (a) Property Information. The City has delivered to Developer, or made available to Developer for inspection and copying, copies of the following: (i) any title insurance commitments or policies for any portion of the Property which are in the possession or control of the City; (ii) any surveys of any portion of the Property which are in the possession or control of the City; (iii) any environmental assessment reports with respect to any portion of the Property which are in the possession or control of the City; and (iv) any geotechnical reports with respect to any portion of the Property which are in the possession or control of the City. The City will furnish to Developer, or make available to Developer for inspection and copying, such additional documents and information regarding the Property as are reasonably requested by the Developer from time to time and in possession and control of the City. The Developer acknowledges and agrees that all documents, materials, data and information delivered by or on behalf of the City to the Developer in connection with the transaction contemplated by this Agreement are provided to the Developer as a convenience only and that any reliance on or use of such documents, materials, data or information by the Developer shall be at the sole risk of the Developer. The City does not represent or warrant the accuracy of and the City shall have no liability to the Developer for any inaccuracy in or omission from any such documents, materials, data or information. (b) Lot Splits. Upon approval of the Final Development Plan, the City shall split the East Parcels in order to create one or more separate tax parcels constituting the East Development Property as are necessary to accommodate the construction of the improvements identified in the Final Development Plan. (c) Access. The City grants to Developer and persons designated by the Developer the right and permission at reasonable times prior to the Closing Dates and upon reasonable notice to enter upon the Property and to conduct any reasonable inspections and tests the Developer chooses to conduct, provided that: (a) such inspections and tests shall be conducted as not to materially damage the Property; (b) such inspections and tests shall be conducted at the Developer’s cost; (c) Developer shall indemnify and hold the City, and its agents and employees, harmless from and against any liabilities or claims for damage to persons or property, and costs and expenses in connection therewith, caused by such entry and/or such inspections and tests; and (d) prior to entering upon any portion of the Property, Developer shall furnish the City certificates of insurance reasonably satisfactory to the City that the Developer or Developer’s designee maintains (i) - 6 - commercial general liability insurance on an occurrence basis, including contractual liability coverage and broad form property damage endorsement coverage, Developer or Developer’s designee as the named insured and the City named as an additional insured, providing liability limits of not less than $2,000,000 combined single limit per occurrence with respect to bodily or personal injury, death and property damage and $3,000,000 in the aggregate, (ii) worker’s compensation insurance at statutory limits, and (iii) employer’s liability insurance in an amount not less than $1,000,000. (d) Title Commitment. The Developer will cause the title company it selects (the “Title Company”) to issue to Developer a commitment (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance (the “Title Policy”), together with legible copies of all instruments evidencing those matters listed as exceptions thereon, setting forth the state of title to the Property as of the effective date of the Title Commitment, the Title Company’s requirements to delete the standard printed exceptions on Schedule B-II of the Title Policy, the results of a special tax search and committing to issue those endorsements required by Developer and its lender(s). The Title Company will be instructed to deliver a copy of the Title Commitment to the Developer and City. (e) Title Objection. At least 60 days prior to the scheduled Closing Date, Developer shall cause the Title Company to deliver the Title Commitment to Developer and the City. Developer shall deliver to City at least 50 days prior to the scheduled Closing Date, in writing (the “Title Objection Notice”), any objections to the exceptions to title set forth in the Title Commitment, other than the Permitted Exceptions (each a “Title Objection”, and collectively, hereinafter the “Title Objections”). In addition, upon the issuance of an updated Title Commitment by the Title Company, Developer may provide a Title Objection Notice within five days (5) of receiving the updated Title Commitment. Any such matter not the subject of a timely Title Objection Notice shall be deemed a Permitted Exception. All Title Objections with respect to any portion of the Property shall be deemed waived upon conveyance of the Property to the Developer. (f) City’s Duties. City shall use commercially reasonable efforts to eliminate all Title Objections prior to the Closing Date so as to permit Developer to receive insurable title to the Property, provided, however, that the City shall not be obligated to expend any funds of the City in order to eliminate such Title Objections. If the City is unable to eliminate any Title Objection by such Closing Date, the City shall provide written notice of same to Developer. The Developer’s sole remedies if the City does not eliminate a Title Objection are (1) to terminate rights and obligations of the Parties hereunder, or (2) waive the Title Objection. Such termination shall be effective upon delivery of written notice of such termination or credit by the Developer to the City. (g) Permitted Exceptions. The Property shall be sold, assigned, and conveyed by the City to the Developer, and the Developer shall accept and assume the same, subject only to the following matters (collectively, the “Permitted Exceptions”): (i) Any and all present and future zoning, building, environmental, and other laws, statutes, ordinances, codes, rules, regulations, requirements, or executive mandates of all governmental authorities having jurisdiction with respect to the Property, including, without limitation, landmark designations and all zoning variances and special exceptions, - 7 - if any, provided, however, that the same do not prohibit or impair the continued use of the Property as it is being used on the date of this Agreement; (ii) All presently existing and future liens for unpaid property taxes, assessments, and water and sewer charges that are not due and payable as of the Closing Date; (iii) All covenants, and restrictions, and all easements and agreements of record for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other utility pipelines, poles, wires, conduits, or other like facilities, and appurtenances thereto, over, across, and under the Property, provided, however, that the same do not impose any monetary obligation on the owner of the Property; (iv) Any lien or encumbrance arising out of the acts or omissions of the Developer or its affiliates, agents or contractors or with the consent of the Developer; and (v) All other items shown in the Title Commitment (except uncured or unwaived Title Objections). Section 5. Closing Contingencies. The obligation of the City to transfer the Property, and the obligations of the Developer to develop the Private Improvements as contemplated by this Agreement, are contingent upon the satisfaction of all of the following contingencies (collectively, the “Contingencies”). Either the City or the Developer may terminate this Agreement at any time prior to Closing if the Contingencies have not been satisfied or waived by June 30, 2025; provided that such deadline shall be extended by the same number of days that the Plan Approval Deadline is extended pursuant to the terms of this Agreement. (a) Final Development Plan Approval. The appropriate approving bodies as provided in the City’s Codified Ordinances have approved the Final Development Plan for the Private Improvements. (b) Public Improvement Plans and Public Improvement Schedule. The City and the Developer have agreed on the Public Improvement Plans (which may be schematic designs) and the Public Improvement Schedule. (c) Public Improvement Budget. The City and the Developer have agreed to a not to exceed amount for the Public Improvement and City Council shall have authorized the expenditure of such amount. The City shall not be required to spend more than the maximum amount of the Public Improvement Budget when constructing the Public Improvements. If costs of the Public Improvements are higher than the Public Improvement Budget, the Developer agrees that the City may modify the Public Improvement Plans in order to meet the requirement of the Public Improvement Budget. Prior to modifying the Public Improvement Plans, the City shall notify the Developer that the Public Improvement Plans need to be modified due to cost overruns, and shall reasonably consult with the Developer regarding the modifications to the Public Improvement Plans and the scope of the Public Improvements as necessary in order to reduce the costs of the Public Improvements to the Public Improvement Budget. In addition, the Developer shall have - 8 - the option, but not the obligation, to fund any overruns of the Public Improvement Budget, in which case the Public Improvement Budget shall be increased by the amount of Developer funding deposited with the City. If the Developer makes any such deposit and to the extent that such funds are not used to construct the Public Improvements, the City will return such unused funds to the Developer. (d) Private Development Budget. The Developer shall have prepared and submitted to the City a budget of the Private Improvement Costs (the “Private Development Budget”), and the City shall have approved the Private Development Budget (whose approval shall not be unreasonably withheld). The Private Development Budget will provide for a minimum of $8 million of costs of the Private Improvements (such costs, the “Private Development Costs”). The Private Development Budget must include commercially reasonable contingency amounts and detailed documentation with respect to each element of the Private Development Costs. The Private Development Budget shall reflect those items and costs as the Developer determines, in its best professional judgment, are reasonable and necessary to develop the Private Improvements as described in the Final Development Plan. (e) Loan Commitment. The Developer shall have obtained and provided to the City, and the City shall have approved (whose approval shall not be unreasonably withheld), a commitment issued by one or more lenders to the Developer to provide a Loan (collectively, the “Loan Commitment”). In reviewing the Loan Commitment, the City may consider, inter alia, the conditions of closing and disbursing the Loan as set forth in the Loan Commitment, whether the aggregate amount of the Loan and the committed Equity Investment is at least 100% of the Private Development Cost based on the approved Private Development Budget, and whether, based on all relevant factors, it is feasible for the Developer to complete the Private Improvements with the Loan contemplated by the Loan Commitment and one or more binding commitments issued by one or more investors to the Developer to provide the capital contributions to the Developer to finance the Private Improvement Costs (the “Equity Investment Commitment”). (f) Equity Investment Commitment. The Developer shall have obtained and provided to the City, and the City shall have approved (whose approval will not be unreasonably withheld), the Equity Investment Commitment. The copies of the Equity Investment Commitment provided to the City shall be true, correct and complete. (g) Construction Contracts. The Developer shall provide copies of all contracts and estimates of the contractors selected to construct the Private Improvements. (h) Purchase Option. The City and the Developer have agreed upon the form of the Purchase Option Agreement in favor of the City for the Property. The Purchase Option Agreement shall provide the City with the option to purchase all or a portion of the Property if the Developer does not complete the Private Improvements by December 31, 2027 (subject to Force Majeure extensions) or ceases operations at Riverview Village. If the Private Improvements are not completed, the option purchase price shall be the amount necessary to repay any Loans secured by the Property. If the Private Improvements are completed but the Developer ceases operations at Riverview Village, the option price shall equal the greater of (a) the amount necessary to repay any Loans secured by the Property and (b) the fair market appraised value of the Property to be - 9 - conveyed to the City less $2,000,000 (or such lesser amount prorated by acreage of the portion of the Property to be conveyed to the City versus the total acreage of the Property) and less any portion of the Economic Development Grant previously paid. When determining the fair market appraised value of the Property (or portion thereof), the appraisers shall assume that the Property shall continue to be used as coworking office space and shall not assume any other use of the Property. If the City only exercises the option with respect to a portion of the Property, the portion of the Loans secured by that portion of the Property will be reasonably allocated to that portion of the Property based on a formula to be agreed by the Parties on the lender. The Purchase Option shall terminate with respect to the West Parcels on the date that is thirty (30) years after the completion of the Private Improvements. The Purchase Option shall remain effective for the East Development Parcels for the maximum period permitted by law. (i) Insurable Title. Prior to the Closing Date, Developer must have received a Title Commitment acceptable to Developer, insuring title in accordance with this Agreement. (j) Procedures for Contingencies. The Parties will proceed diligently and in good faith to pursue the satisfaction of the Contingencies in a timely and coordinated manner. The Parties will cooperate to coordinate their efforts to pursue the satisfaction of the Contingencies in a logical order intended to result in the satisfaction of all of the Contingencies as soon as practical. The City will have the right to review and approve each Contingency. The City will notify the Developer of its approval or disapproval of each Contingency within 30 days of the Developer’s submission of the same to the City for approval. If the City disapproves any Contingency in whole or part, the City will provide to the Developer a written description of the reasons for that disapproval together with the notice of disapproval provided pursuant to the preceding sentence. The Developer may, at any time, revise and re-submit the Contingency for approval pursuant this paragraph. From time to time at the request of any Party, the Parties will confirm in writing the satisfaction, waiver or failure of any of the Contingencies that have been satisfied or waived or have failed. Section 6. Closing. The closing of the transfer of the Property (the “Closing”) shall occur after satisfaction or waiver of each of the Contingencies for that Phase, on the date mutually agreed by the City and the Developer (the “Closing Date”). The Closing shall consist of the following (except to the extent that any of the following have occurred prior to the Closing Date): (a) Payment of Purchase Price. The Developer will pay to the City the purchase price for the Property ($10.00) plus all out-of-pocket costs incurred by the City in connection with the Closing (except for attorneys’ fees). (b) Quitclaim Deed. The City shall execute and deliver to the Title Company to be held in escrow pending the Closing a quitclaim deed conveying the Property to the Developer. (c) Equity Investment. All of the Equity Investment Documents, consistent with the Equity Investment Commitment, shall be executed and delivered by the parties thereto, and the Equity Investment shall otherwise be closed as contemplated by the Equity Investment Commitment. The Developer shall provide to the City (i) then current drafts of the Equity Investment Documents upon written request of the City, and (ii) copies of the executed Equity - 10 - Investment Documents on or about the Closing Date; provided that the Developer may redact from the drafts and final versions of the Equity Investment Documents furnished to the City (including those furnished as part of the Loan Documents) such portions thereof which are confidential or not reasonably necessary for the City to determine the committed amount of the Equity Investment, the terms and conditions applicable to disbursement of the Equity Investment, and that the Equity Investment Documents are consistent with the Equity Investment Commitment in all respects material to the City under this Agreement. (d) Loan. All of the documents evidencing, securing and/or executed for the benefit of the lender in connection with a Loan made pursuant to a Loan Commitment (the “Loan Documents”), consistent with the Loan Commitment, shall be executed and delivered by the parties thereto, and the Loan shall be ready to be closed as contemplated by the Loan Commitment, subject only to the City’s conveyance of the portion of the Property to be developed as part of the Loan. The Developer shall provide to the City (i) then current drafts of the Loan Documents upon written request of the City, and (ii) copies of the executed Loan Documents on or about the Closing Date; subject, in each case, to the redactions of the Equity Investment Documents permitted pursuant to paragraph (b) of this Section and any confidentiality requirements of the lender. (e) Purchase Option Agreement. The Developer shall execute and deliver the Purchase Option Agreement for the East Development Property. The Purchase Option Agreement shall be recorded prior to all mortgages encumbering the applicable portion of the Property, provided that the Purchase Option Agreement shall expressly provide that the City or its designee shall purchase the East Development Property subject to any mortgage securing a Loan or shall be required to pay off any Loan. (f) Completion Guaranty. The Developer shall execute and deliver, and cause the other completion guarantors to execute and deliver, the Completion Guaranty. The completion guarantors shall be the same completion guarantors required in connection with the Loan. The Completion Guaranty will be in the customary guaranty form required by the City. (g) Economic Development Agreement. The City and the Developer shall execute and deliver the Economic Development Agreement providing for the Income Tax Incentive. The Economic Development Agreement will be in the customary form required by the City. (h) Other Documents; Financing Cooperation. The Parties shall execute and deliver such other documents as are contemplated by this Agreement or appropriate to the transaction as reasonably determined by the Parties. The parties further acknowledge and agree to cooperate in the negotiation of the financing structures related to the development of the Private Improvements so as to permit a lender(s) to be reasonably comfortable in lending to the Developer. Section 7. AS-IS Sale; Disclaimers. It is understood and agreed that the City is not making and has not at any time made any warranties or representations of any kind or character, express or implied, with respect to the Property, including, but not limited to, any warranties or representations as to habitability, merchantability or fitness for a particular purpose. - 11 - The Developer acknowledges and agrees that upon the Closing the City shall sell and convey to the Developer and the Developer shall accept the Property “AS IS, WHERE IS, WITH ALL FAULTS”. The Developer has not relied and will not rely on, and the City Parties are not liable for or bound by, any express or implied warranties, guaranties, statements, representations or information pertaining to the Property or relating thereto made or furnished by the City, or any agent representing or purporting to represent the City, to whomever made or given, directly or indirectly, orally or in writing. The Developer represents to the City that the Developer has conducted, or will conduct prior to the Closing, such investigations of the Property, including but not limited to, its environmental condition as the Developer deems necessary or desirable to satisfy itself as to the condition of the Property and the existence or nonexistence or curative action to be taken with respect to the Property or any hazardous or toxic substance on or discharged from the Property. The Developer will rely solely upon its investigations and not upon any information provided by or on behalf of the City or any agent or employee of the City with respect thereto. Upon the Closing, the Developer shall assume the risk that adverse matters arising or existing on or before such Closing as it relates to the Property, including but not limited to, defects and adverse environmental conditions, may not have been revealed by the Developer’s investigations. The provisions of this Section shall survive the Closing or any termination of this Agreement. Section 8. Brokerage Commission. The Parties represent to each other that they have not entered into any written agreement with any real estate broker, finder or agent in connection with the sale of the Property, and that they have not taken any action which might result in any real estate broker’s, finder’s or other fee or commission being due or payable in connection with the transactions contemplated by this Agreement. The Developer shall indemnify, defend and save harmless the City from and against all costs, claims, expenses or damages (including but not limited to reasonable attorneys’ fees) resulting from or related to any brokerage commission, finder’s fee or other commission due or alleged to be due arising from the acts or contacts of the Developer. The provisions of this Section shall survive the Closing or any termination of this Agreement. Section 9. Agreements Regarding Property prior to Closing. (a) Developer agrees that it will, from the date of this Agreement until the earlier of (i) the Closing Date or (ii) the date on which this Agreement may have been terminated, perform on behalf of the City all required maintenance and upkeep on the West Parcels and the East Development Parcels (including the building located on parcel 273-005565) as necessary to comply with the City’s Codified Ordinance and to a reasonable standard based on the properties current state and the Developer will use best efforts to maintain to a standard that is consistent with real property located adjacent to the West Parcels. Within thirty (30) days following the execution of this Agreement, the City shall record a temporary easement against the West Parcels relating to Developer’s obligation to perform such maintenance and upkeep. Subject to all approvals required by the City’s Codified Ordinances, including approval by the Architectural Review Board, the Developer may demolish and remove structures on located on the West Parcels or the East - 12 - Development Parcels. If this Agreement is terminated by the City prior to Closing (except terminations for Developer default or the inability of the Developer to obtain financing), the City will reimburse the Developer for its reasonable and documented out of pocket costs spent on upkeep pursuant to this Section 9(a). (b) Following the approval of the Final Development Plan and subject to any necessary Architectural Review Board approvals (including those requiring best efforts to limit tree removal), prior to the Closing, the Developer will enter onto the East Parcels to perform, at its sole cost, any approved tree removals necessary for the development of the Property pursuant to the Final Development Plan. To satisfy the tree replacement requirements set forth in the City’s Codified Ordinances, the City agrees to perform at its sole cost any necessary tree replacements necessary as a result of the development of Riverview Village at appropriate offsite locations, all as determined by the City. Section 10. Construction of the Private Improvements. (a) As an inducement for the City to enter into this Agreement, the Developer covenants and agrees that the Developer shall construct the Private Improvements, subject to the occurrence of the Closing. The Private Improvements, including the engineering and design therefor, the plans and specifications and the construction and installation shall be completed: (i) at the Developer’s sole cost and expense; (ii) in conformance with this Agreement and all applicable codes, ordinances, and laws; (iii) in a good and workmanlike manner; and (iv) in conformance with the Final Development Plan. At all times following the Closing, the Developer will keep the Property mowed and free from accumulation of weeds and debris. The Developer, at its sole cost and expense, shall prepare and submit to appropriate government agencies all applications for such approvals as are required to develop and construct the Private Improvements in accordance with applicable laws, rules, regulations, codes and ordinances. In addition, the Developer agrees to provide to the City such temporary construction easements as may be needed to accommodate the construction of the Public Improvements adjacent to the Property. (b) The Developer acknowledges and agrees that: (a) the development of the Private Improvements and the Property in accordance with the terms of this Agreement are of utmost importance to the City; (b) the post-Closing obligations of the Developer set forth in this Section and elsewhere in this Agreement are a material consideration for the City to transfer the Property to the Developer; and (c) absent the Developer’s covenant to perform its post-Closing obligations set forth in this Section and elsewhere in this Agreement, the City would not have transferred the Property to the Developer. (c) The Developer shall commence construction of the Private Improvements no later than sixty (60) days after the Closing Date, and will use best efforts to substantially complete construction of Private Improvements no later than December 31, 2026, subject to Force Majeure. Section 11. Establishment of Headquarters. Developer agrees that within ninety (90) days of the execution of this Agreement, it will cause COhatch to establish the Headquarters at the Existing Office with the expectation that the Headquarters will eventually be expanded into Riverview Village. Developer represents that the minimum annual payroll associated with - 13 - individuals employed by either CSD Dublin LLC or its affiliates employed at the Headquarters will be $8 million. Section 12. Additional Commitments Regarding Riverview Village. In consideration for the conveyance of the Property and the incentives to be provided by the City described in this Agreement, the Developer agrees to the following additional commitments and benefits for so long as the Developer maintains operations at Riverview Village or the Existing Office, commencing upon Occupancy of either the East or West Development. (a) Provide public access to certain patios and outdoor spaces located on the East Development Property, as designated in the Final Development Plan. (b) Award on behalf of the City, 40 scholarships per year. The scholarships provided shall include: (A) 20 Give Scholarships (for 501(c)(3) entities) which have an estimated value of $48,000 and (B) 20 Boost Scholarships (for early-stage start-ups) which focus on underrepresented populations and which have an estimated value of $48,000. Developer agrees to promote these scholarship programs throughout the City and work with the City to maximize the impact of this program. Developer also agrees that the City may from time to time ask that additional scholarships be granted. (c) Provide the City with a credit of $57,000 per year that may be used by the City or one or more designees of the City to purchase COhatch coworking memberships or other use of Riverview Village (i.e., meeting spaces, events, passes, etc., but excluding private offices). (d) List the City as a sponsor/partner on all marketing materials affiliated with Riverview Village unless otherwise approved by the City. (e) Actively interact with, establish relationships and promote a network of local start- ups within the City. (f) Actively facilitate internal member community building events and meetings. (g) Actively recruit Rev1 Venture (“Rev 1”) referrals and Ohio Small Business Center (“OSBC”) referrals to become members. (h) Provide COhatch members with onsite amenities, including offices, conference rooms, a café, training rooms, shared services, 24/7 security access and Wi-Fi. (i) Facilitate regularly scheduled “on-boarding” sessions with all new members and collaborators. Collaborators shall include, but not be limited to, staff of the City’s Economic Development Division, Rev 1 and OSBC. (j) Respond in a timely manner to inquiries regarding the City and/or refer those inquires to the City’s Economic Development Division staff. - 14 - (k) Provide information to the City pertaining member agreements, including but not limited to: (A) City Tax Account Forms for each member and (B) W-9 Forms for each member. The Developer will provide the information it has on members and will develop programs to incentivize members to provide additional information that the City may request. (l) Provide information (i.e., date, location, purpose, special guests and hosts) to staff of the City’s Economic Development Division quarterly pertaining to events and special programming at Riverview Village. (m) Provide and coordinate marketing of content relating to programs, events or information pertaining to the City or public purposes. Such content may include, but is not necessarily limited to: (A) website content and updates, (B) calendar updates, (C) blogs, social media posts, and internal and external communications and (D) marketing and promotional opportunities. (n) Share City graduation incentive programs to Developer members which outgrow their space and are relocating to the City. (o) Host annual start-up pitch competitions at Riverview Village to allow investors to connect with small businesses that need growth capital. (p) Offer a mix of uses at Riverview Village, including but not limited to, office, meeting space, retail and approximately 3,000 square feet (subject to the City’s development standards) of programmable space. (q) Offer free access to the public to attend monthly educational workshops and/or events. Public events may include, but are not limited to, workshops, seminars, demo days, training classes, book talks, networking events, speaking engagements or other community or philanthropic uses. Programming for the events can also be established by the City. (r) Work cooperatively with the City to develop a mutually agreeable concept for and to locate the City/Altafiber Innovation Center in Riverview Village. (s) Connect to Dublink (Developer is responsible for connection costs and monthly subscription fees for selected provider). (t) Work with the City to develop an annual report, and thereafter report on an annual basis, information and metrics that will allow the City to understand the effectiveness of Riverview Village in developing new businesses, expanding current businesses, and ultimately expanding the job opportunities within and income tax base of the City. - 15 - The Developer will meet regularly with the City to coordinate the delivery of the foregoing commitments and benefits with the goal of maximizing the benefits to the residents of the City and employees working within the City, as well as the success of Riverview Village. Section 13. Traffic Control. The City and Developer acknowledge joint responsibility for the accommodation of traffic flow in and around the Property during the construction of the Private Improvements and Public Improvements. The City agrees to place directional signage on or beside public right of ways to assist with the routing of traffic to the facility in the most efficient and safe manner. Section 14. Management and Ownership. The Developer acknowledges and agrees that among the City’s inducements to enter into this Agreement with the Developer was the reputation of the Developer as an experienced developer, owner, and manager of similar projects and the Developer’s proposal made in response to the City’s Request for Proposals for the redevelopment of the Property and the intent of the Developer to own and operate Riverview Village for the long term and never sell the Property. Therefore, the Developer agrees that except as otherwise set forth in this Agreement: (a) except for an assignment by the Developer of its rights under this Agreement to one or more entities owned and controlled by COhatch LLC or any affiliates of COhatch LLC, (any of the foregoing being referred to herein as a “Developer Related Party”), the Developer shall not voluntarily sell, ground lease or otherwise transfer the Property; (b) if, due to financial hardship, the Developer is not able to maintain its existence and is forced to sell the Property, the Developer will meet with the City prior to marketing the Property. (c) the Developer shall enter into all general contracts for construction of the Private Improvements; (d) the Developer shall not mortgage or permit the mortgaging of the Private Improvements for any purpose other than financing or refinancing a Loan; (e) any assignment of this Agreement shall not be effective as against the City unless the assignee delivers a written acknowledgement to the City whereby the assignee agrees to be bound by the terms of this Agreement; (f) no assignment or transfer shall relieve the Developer from its obligations hereunder; and (g) the restrictions set forth in this Agreement on the Developer’s rights to transfer the Property or delegate management thereof are reasonable and necessary to the success of the Private Improvements. Section 15. Indemnification. Notwithstanding anything in this Agreement to the contrary, as a material inducement to the City to enter into this Agreement, the Developer covenants and agrees that the Developer shall defend, indemnify and hold the City, its council - 16 - members, commissioners or board members, officers and employees (collectively, the “Indemnified Parties”) harmless from and against any and all actions, suits, claims, losses, costs (including without limitation reasonable attorneys’ fees), demands, judgments, liability and damages (collectively, “Claims”) suffered or incurred by or asserted against the Indemnified Parties, or any of them, as a result of or arising from any bodily injury, death or loss or damage to property to the extent caused by the acts or omissions of the Developer, its agents, employees, contractors, subcontractors, or anyone else acting at the request of the Developer in connection with the construction of the Private Improvements or undertaking any activity in connection with the Private Improvements contemplated by this Agreement. Notwithstanding anything set forth herein to the contrary, the indemnification obligations of the Developer in this Section will survive the termination of this Agreement and Closing. Section 16. Insurance. Until such time as all construction work associated with the Private Improvements has been completed in accordance with the terms of this Agreement, the Developer shall maintain the insurance provided for in EXHIBIT C. The Developer shall provide evidence of such insurance to the City on or before the Closing and thereafter upon request. Section 17. Miscellaneous. (a) Assignment. This Agreement may not be assigned without the prior written consent of all non-assigning Parties. (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. (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. Time is of the essence of this Agreement. (e) Administrative Actions. The City represents and warrants to Developer that, (i) to the extent permitted by law, and except as otherwise provided in this Agreement, all actions taken or permitted to be taken by th e City under or in furtherance of this Agreement may be taken by the City Manager and will not require legislative action of a City Council beyond the legislative actions authorizing this Agreement, and (ii) the City Manager, on behalf of the City, is authorized to make all approvals and consents that are contemplated by this Agreement (other than reviews and approvals of zoning matters and the Final Development Plan, which in all cases shall be subject to the review and approval requirements of the City’s Codified Ordinances), without the separate approval by the City Council, including reviews, approvals, and consents and any and all such other approvals contemplated herein. All actions, approvals, and consents of the City required under this Agreement must be given in writing (which may include e-mail) in order to be effective. Developer represents and warrants to the City that (a) all actions taken or to be taken by Developer under this Agreement may be taken by Matt Davis, Managing Member of Developer, - 17 - and (b) Eric Ferch, on behalf of Developer, is authorized to make all approvals and consents that are provided for in this Agreement. All actions, approvals, and consents of Developer required under this Agreement must be given in writing (which may include e-mail) to be effective. (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. This Agreement does not and may not be construed to create a partnership or joint venture between or among any of the Parties. The Developer acknowledges that it has not been induced to enter this Agreement by any representations not set forth in this Agreement, the exhibits attached to it, and all documents delivered pursuant thereto and that the Developer has not relied on any representations which are not set forth in this Agreement, the exhibits attached to it, and all documents delivered pursuant thereto in making its decision to sign this Agreement. No representations not set forth in this Agreement, the exhibits attached to it, and all documents delivered pursuant thereto shall be used in the interpretation or construction of this Agreement, and the City shall have no liability for any consequences arising as a result of any representations which are not set forth in this Agreement. (g) Events of Default and Remedies; Force Majeure. Except as otherwise provided in this Agreement, in the event of any breach of this Agreement, or any of its terms or conditions, by any Party hereto, such breaching Party shall, upon written notice from any non-breaching Party, proceed immediately to cure or remedy such breach. In the event such breach is of such nature that it cannot be cured or remedied within a thirty (30) day period, then in such event the breaching Party shall promptly commence its actions to cure or remedy said breach and proceed diligently thereafter to cure or remedy said breach. In case such action is not taken or not diligently pursued, or the breach shall not be cured or remedied within a reasonable time thereafter, then the non-breaching Party may declare the breaching Party to be in default of this Agreement upon written notice to the breaching Party. After delivering such default notice, breaching Party shall be in default under this Agreement and the aggrieved Party may institute such proceedings as may be necessary or desirable in its opinion to compel the defaulting Party to cure and remedy such default or breach (which remedies shall include, but are not limited to, specific performance). To the extent that an obligation of a Party is subject to Force Majeure as provided herein, if a Force Majeure (as such term is defined below) event causes the failure, that Party shall receive an additional period of time as is reasonably necessary to perform or observe the obligation in light of the event if it notifies the other of the potential event and the extent of the delay promptly after becoming aware of the event. As used herein, “Force Majeure” means the following: acts of God; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; nuclear accidents; pandemics; fires; restraint of government and people; explosions; failure by City Council to appropriate an installment of the Economic Development Grant; and, as they relate to those particular improvements, force majeure acts or conditions claimed by the applicable contractor under the construction contract(s) for Riverview Village or the Public Improvements. - 18 - (h) Executed Counterparts. This Agreement may be executed in several counterparts (including electronically executed counterparts), each of which shall be deemed to constitute an original, but all of which together shall constitute but one and the same instrument. Executed copies hereof may be delivered by facsimile or email of a PDF document, and, upon receipt, shall be deemed originals and binding upon the signatories hereto. 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 council member, officer, commissioner, board member, agent or employee of the City other than in his or her official capacity, and neither the members of the legislative body of the City, nor any City or Developer 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 Developer contained in this Agreement. (j) Negotiated Provisions. This Agreement shall not be construed more strictly against a party by virtue of the fact that a contract may be more strictly construed against the party preparing the contract, it being understood and agreed that both the City and the Developer have equally negotiated the provisions hereof and contributed substantially and materially to the preparation of this Agreement. (k) 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 Developer, 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. This Agreement shall not be construed more strictly against one Party than against another merely by virtue of the fact that it may have been prepared by counsel for one of the Parties, it being acknowledged that each Party has contributed substantially and materially to the preparation of this Agreement. (l) 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 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. (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 if hand-delivered or sent by recognized, overnight delivery service or by certified mail, postage prepaid and return receipt requested, addressed to the other Party at the address set forth in this Agreement or any addendum to or counterpart of this Agreement, and shall be deemed received upon actual receipt, - 19 - 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 5555 Perimeter Drive Dublin, Ohio 43017 Attention: City Manager (ii) the Developer at: CSD Dublin LLC _______________ Dublin, Ohio ______ Attention: _________ 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. (o) No Offer Until Executed and Delivered. The submission of this Agreement to the Developer for examination or consideration does not constitute an offer to sell or lease the Property and this Agreement shall become effective, if at all, only upon the full execution and delivery thereof by the Developer and the City. (p) 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. (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. - 20 - (r) Survival. All representations and warranties of the Parties in this Agreement shall survive the execution and delivery of this Agreement. The respective rights and obligations of the parties shall survive the Closing of the transactions contemplated in this Agreement. (s) No Debt. Notwithstanding any other provision of this Agreement, the obligations of the City hereunder requiring expenditure of funds to perform those obligations are subject to appropriation by City Council of funds necessary to perform those obligations and do not constitute an indebtedness of the City within the provisions and limitations of the laws and the Constitution of the State of Ohio, and neither the Developer nor any other party has the right to have taxes or excises levied by the City for the payment or performance of its obligations hereunder. (t) Third Party Beneficiaries. 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. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS) S-1 IN WITNESS WHEREOF, the City and the Developer 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: Megan D. O’Callaghan Title: City Manager Approved as to Form: By: Printed: Title: Assistant Director of Law CSD DUBLIN LLC By: Printed: Title: A-1 EXHIBIT A DEPICTION OF WEST PARCEL 1, WEST PARCEL 2, WEST PARCEL 3, EAST PARCEL 1 AND EAST PARCEL 2 B-1 EXHIBIT B PRELIMINARY DEVELOPMENT PLAN FOR RIVERVIEW VILLAGE C-1 EXHIBIT C INSURANCE REQUIREMENTS The Developer shall maintain, at its own expense, the following minimum insurance coverages of the types and in the amounts described below that are applicable to the scope of work being performed: 1. Workers’ Compensation and Employer’s Liability Insurance. The Developer must carry Workers’ Compensation Insurance (including occupational disease) in compliance with Workers’ Compensation statutes of any applicable jurisdiction in which the work is to be performed. For the attainment of Workers’ Compensation in monopolistic states, including Ohio, coverage must be secured through the state fund. If the Developer is a qualified self-insurer in compliance with the laws of the state, this is also acceptable. A certificate of compliance from the appropriate Workers’ Compensation Bureau or Board must be provided with the certificate of insurance. The Developer must also carry Employer’s Liability Insurance with minimum limits of $500,000 each accident; $500,000 for disease (per employee); and $500,000 for disease (policy limit). This policy must include Ohio “Stop Gap” coverage. 2. Commercial General Liability Insurance. The Developer must carry Commercial General Liability Insurance (“CGL”) written on ISO form CG 00 01 10 01 (or its equivalent) with limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. The general aggregate limit shall apply separately to this Project. The City (including its council members, employees and volunteers) must be named as an additional insured on the CGL for liability arising out of the acts or omissions of the Developer, including coverage for liability arising out of products and completed operations. The coverage afforded to the City shall be primary to any other insurance carried by the City, and the City’s coverage shall not contribute to any loss made pursuant to this coverage grant. Commercial General Liability coverage (including the City’s status as additional insured) shall be maintained for at least two years after completion of the Developer’s work performed under the Development Agreement. 3. Commercial Auto Liability Insurance. The Developer shall carry Commercial Automobile Liability Insurance covering all owned, leased and non-owned vehicles used in connection with the work to be performed under the Development Agreement, with limits of not less than $1,000,000 combined single limit per accident for bodily injury and property damage. The City shall be afforded coverage under this policy for any liability arising out of the acts or omissions of the Developer. 4. Excess/Umbrella Insurance. The Developer shall carry Commercial Excess or Umbrella Liability Insurance over the Commercial General Liability, Employer’s Liability and Commercial Automobile Liability policies in the amount of $2,000,000 combined single limit. The Excess/Umbrella policy is subject to all requirements of the underlying policies as set forth herein. 5. Builders’ Risk Insurance. The Developer shall provide and maintain, during the progress of the work and until completion of the Private Improvements, a Builder’s Risk Insurance policy C-2 to cover all work in the course of construction including falsework, temporary buildings, scaffolding, and materials used in the construction process (including materials designated for the project but stored off site or in transit). The coverage shall equal the total completed value of the work and shall provide recovery at replacement cost. a. Such insurance shall be on a special cause of loss form, providing coverage on an open perils’ basis insuring against the direct physical loss of or damage to covered property, including but not limited to theft, vandalism, malicious mischief, earthquake, tornado, lightning, explosion, breakage of glass, collapse, water damage and testing/startup. b. Coverage shall include coverage for “soft costs” (costs other than replacement of building materials) including, but not limited to, the reasonable extra costs of the architect/engineer and reasonable Developer extension or acceleration costs. This coverage shall also include the reasonable extra costs of expediting temporary and permanent repairs to, or permanent replacement of, damaged property. This shall include overtime wages and the extra cost of express or other means for rapidly transporting materials and supplies necessary to the repair or replacement. c. The Builder’s Risk deductible may not exceed $5,000. The Developer or subcontractor experiencing any loss claimed under the Builder’s Risk policy shall be responsible for that loss up to the amount of the deductible. d. If the Developer is involved solely in the installation of material and equipment and not in new building construction, the Developer shall provide an Installation Floater policy in lieu of a Builder’s Risk policy. The policy must comply with the provisions of this Section 5. 6. Pollution Liability Insurance. The Developer shall purchase and maintain pollution liability coverage of at least $1,000,000 per occurrence. This policy shall cover property damage, bodily injury and cleanup/pollution remediation costs caused by a pollution event and otherwise excluded under the Developer’s Commercial General Liability policy. The City shall be afforded protection under this policy as an additional insured, including coverage for claims arising out of the Developer’s products and completed operations. 7. This Section is Intentionally Left Blank. 8. Railroad Protective Liability Insurance. If the work is being performed within 50 feet of a railroad, the Developer shall maintain Railroad Protective Liability insurance coverage with limits of $2,000,000 per occurrence and $6,000,000 in the aggregate. The Developer shall name the City and the affected railroad as additional insured(s) on such policy for liability arising out of work performed under the Agreement. 9. Requirements Common to All Policies. a. The Developer shall be solely responsible for reimbursing any deductible amount to the insurer, even if payment is being made on behalf of the City as an additional insured on the C-3 Developer’s policy. Any deductibles or self-insured retentions in excess of $5,000 must be disclosed and approved in writing by the City. b. The Developer waives all rights of recovery it may otherwise have against the City (including its council members, employees and volunteers) to the extent the damages are covered by any of the Developer’s insurance policies. c. All insurance required hereunder shall be placed with insurers that have a minimum A.M. Best’s rating of A-/X and shall be licensed, admitted insurers authorized to do business in the State of Ohio. d. A certificate(s) of insurance showing that the Developer’s insurance coverages are in compliance with the insurance requirements set forth herein must be completed by the Developer’s insurance agent, broker, or insurance company as of the Closing. All certificates (other than Ohio Workers’ Compensation) shall provide for thirty (30) days’ written notice to the City prior to cancellation or non-renewal of any insurance referred to therein. The certificate shall reference the City’s status as an additional insured with primary/noncontributory coverage under both the General Liability and Auto policies. e. Failure of the City to obtain certificate(s) or other evidence of full compliance with these insurance requirements (or failure of the City to identify and/or object to a deficiency in the certificate(s) that is/are provided by the Developer) shall not be construed as a waiver of the Developer’s obligations to maintain such insurance. The City shall have the right, but not the obligation, to prohibit the Developer from beginning performance under the Development Agreement until such certificates or other evidence that insurance has been placed in complete compliance with the above insurance requirements is received and approved by the City. The Developer shall provide certified copies of all insurance policies required above within ten (10) days of written request from the City. f. By requiring insurance herein, the City does not represent that coverage and limits will necessarily be adequate to protect the Developer, and such coverage limits shall not be deemed as a limitation on the Developer’s liability under the indemnities granted to the City. g. Any subcontractors engaged by the Developer to perform the work shall comply with these insurance and indemnification provisions and shall provide primary/noncontributory coverage to the City as set forth herein. h. A capitalized term not otherwise defined herein shall have the same meaning as is ascribed to it in the Agreement. Ordinance 33-23Authorizing the City Manager to Enter into a Real Estate Transfer and Development Agreement with CSD Dublin LLCAugust 28, 2023 City-Owned North Riverview Street Properties Advisory CommitteeRFP Goals:•Preserve historic nature and mass of North Riverview Street;•Rehabilitate/renovate/redevelop the Properties, which have fallen into disrepair, so that they can contribute to the beauty of Historic Dublin; •Enhance the neighborhood while respecting the historic character of early Dublin and the Properties themselves; •Encourage uses that create visitor interest, experiential vibrancy, and pedestrian engagement; •Demolition would require Architectural Review Board approval; •Provide the vision, experience, and financial commitment to renovate the Properties in a timely manner; •Preserve Dublin’s signature historic stone walls on each applicable property; and •Document historic details and cultural resources prior to any demolition or removal. Request for Proposals (RFP) Community Space Development, LLC DBA “Cohatch”One-of-a-kind coworking and entrepreneurship communityWalkable districtRestoring and revitalizingSouthern block of properties to be owned and renovated by othersN“Riverview Village” Concept City-Owned North Riverview Street Properties Negotiations with CSDCurrently Auctioning CSD Dublin LLC Strategy “Riverview Village” Concept Developer Commitments•Design Riverview Village and use best efforts to achieve all necessary approvals of the Final Development Plan (FDP) (ARB, PZC, CC) by December 31, 2024 •Construct the Private Improvements at an estimated cost of at least $8 million (restoration and new build) •Use best efforts to substantially complete construction no later than December 31, 2026•Commence construction of Private Improvements no later than 60 days after closing•From the date of the Agreement – perform all required maintenance•Within 90 days of the Agreement – Establish COhatch’s National HQ at the Existing Office with the expectation that the HQ will be expanded into Riverview Village •Provide public access to certain patios and outdoor spaces located on the East Parcels Developer Commitments cont’d•HQ minimum annual payroll - $8 million, expects to create 571 jobs (HQ and members)•On behalf of the City award 40 scholarships per year for 501c3 non-profits and underrepresented populations•$57,000 in COhatch credit per year for City use (meetings, events, passes)•List the City as a sponsor/partner on all marketing materials affiliated with Riverview Village•Include the Economic Development team in onboarding sessions with new members•Provide Member Agreements, including City tax account forms and W-9 forms to the City •Submit quarterly reports including events/special programming at Riverview Village•Additional commitments and benefits set forth in Section 12 of the proposed Agreement City Commitments•Transfer land as-is (three West Parcels and portions of two East Parcels required for construction of development)•Split the East Parcels to create East Development Property, upon approval of the FDP•Provide income tax incentive - 7 year payroll performance withholding incentive of 20% up to $1,714,000 for COhatch employees and Members•Economic Development Grant – up to $195,000 for 10 years with the potential to be reduced depending on interest rates•Design and construct necessary Public Improvements in and around the Property, including North Riverview Street, North Street, Blacksmith Lane and Wing Hill Lane, together with street lighting, underground utilities and to the extent feasible, on street parking, which are necessary to facilitate development of and access to Riverview Village•City has sole authority to determine the work Closing•The obligation of the City to transfer the Property, and the obligations of the Developer to develop the Private Improvements, are contingent upon the satisfaction of all of the contingencies specified in the Agreement. •Either the City or the Developer may terminate the Agreement at any time prior to Closing if the Contingencies have not been satisfied or waived by June 30, 2025.•Purchase Option in favor of the City for the Property. •Should the Developer fail to complete the Private Improvements prior to December 31, 2027 or cease operations at Riverview Village, the City has the option to purchase all or a portion of the Property. Financial•Estimated Project Revenues to City•Income Tax Revenues: $8.6 million (through 2033, anticipated to continue)•TIF Revenues: $10.0 million (over 30 years)•Indirect economic impacts such as future of work, attraction of entrepreneurs and start-ups, growth of companies, creative and vibrant atmosphere, innovative programming, etc.•Estimate Project Expenditures by City•Transportation and public utility infrastructure (needed regardless of Development): •Design in 2024 – preliminary estimate $1,190,000•Construction in 2025 – preliminary estimate $7,060,000•Land Acquisition costs: ~ $800,000•Economic Development Grant: up to $195,000 for 10 years, $1,950,000 maximum•Income Tax Incentive: 7 year payroll performance withholding incentive up to $1,714,000