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84-07 OrdinanceRECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No 30043 I 1 I J J Ordinance No. 84 -07 Passed 20 AN ORDINANCE DECLARING THE IMPROVEMENT TO A CERTAIN PARCEL TO BE A PUBLIC PURPOSE AND EXEMPT FROM TAXATION; SPECIFYING THE PUBLIC INFRASTRUCTURE IMPROVEMENTS DIRECTLY BENEFITING THE PARCEL; REQUIRING THE OWNER THEREOF TO MAKE SERVICE PAYMENTS IN LIEU OF TAXES; ESTABLISHING A MUNICIPAL PUBLIC IMPROVEMENT TAX INCREMENT EQUIVALENT FUND AND PROVIDING FOR THE COLLECTION AND DEPOSIT OF SERVICE PAYMENTS INTO THAT FUND; PROVIDING FOR THE PAYMENT OF A PORTION OF THE SERVICE PAYMENTS TO THE DUBLIN CITY SCHOOL DISTRICT IN THE AMOUNT IT WOULD OTHERWISE RECEIVE ABSENT THE EXEMPTION; AND AUTHORIZING THE EXECUTION OF TAX INCREMENT FINANCING AGREEMENTS AND AN INFRASTRUCTURE AGREEMENT (OHIOHEALTH - DUBLIN METHODIST HOSPITAL) WHEREAS, Ohio Revised Code Sections 5709.40(B), 5709.42 and 5709.43 (collectively, the "TIF Statutes ") authorize the legislative authority of a municipal corporation, by ordinance, to declare the improvement to certain parcels of real property located within the municipal corporation to be a public purpose and exempt from taxation, require the owner of each parcel to make service payments in lieu of taxes, provide for the distribution of the applicable portion of such service payments to the city, local or exempted village school district, establish a municipal public improvement tax increment equivalent fund for the deposit of the remainder of such service payments and specify public infrastructure improvements made, to be made or in the process of being made that directly benefit, or that once made will directly benefit those parcels; and WHEREAS, OhioHealth Corporation (the "Developer ") owns a certain parcel of real property located within the City and intends to make or cause to be made upon a portion of that parcel (which portion of that parcel is identified and depicted in Exhibit A and referred to as the "Parcel ") certain improvements as described in Exhibit B attached hereto (the "Project "); and WHEREAS, this Council has determined to declare the Improvements (as defined in Section 1) to the Parcel to be a public purpose and exempt from taxation under the TIF Statutes and to require the owners of the Parcel to make Service Payments (as defined in Section 2) with respect to the Parcel; and WHEREAS, this Council has determined that the Project will promote commercial activity and create jobs within the City and therefore, the City will utilize a portion of the Service Payments to provide for the public infrastructure improvements described in Exhibit C attached hereto (the "Public Infrastructure Improvements "); and WHEREAS, this Council has determined that a portion of the service payments shall be paid to the Dublin City School District, Ohio (the "School District ") in an amount equal to the real property taxes that the School District would have been paid if the Improvements to the Parcel had not been exempted from taxation pursuant to this Ordinance; and WHEREAS, notice of this Ordinance has been delivered to the board of education of the School District and the Central Ohio Joint Vocational School District, each in accordance with and within the time periods prescribed in Ohio Revised Code Sections 5709.40 and 5709.83; and WHEREAS, this Council has determined to provide for the execution and delivery of a Tax Increment Financing Agreement to provide for the development of the Parcel; NOW, THEREFORE, BE IT ORDAINED py the Council of the City of Dublin, Delaware, Franklin and Union Counties, State of Ohio, of the elected members concurring, that: Section 1 . Authorization of Tax Exemption This Council hereby finds and determines that 100% of the increase in assessed value of the Parcel subsequent to the effective date of this Ordinance (which increase in assessed value is hereinafter referred to as the "Improvement" as defined in Ohio Revised Code Section 5709.40(A)) is hereby declared to be a public purpose and shall be exempt from taxation for a period commencing with the first tax year that begins RECORD OF ORDINANCES Dayton Legal Blank, Inc Form No 30043 L —1 1 84 -07 Ordinance No. Passed Page 2 . 20 after the effective date of this Ordinance and in which an Improvement due to the construction of a new structure on that Parcel first appears on the tax list and duplicate of real and public utility property for such Parcel and ending on the earlier of (a) thirty (30) years after such commencement or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of the TIF Statutes (the "TIF Exemption "). Section 2. Payment of Service Payments and Property Tax Rollback Payments As provided in Ohio Revised Code Section 5709.42, the owner of the Parcel is hereby required to and shall make service payments in lieu of taxes with respect to the Improvements allocable thereto to the Treasurer of Franklin County, Ohio (the "County Treasurer ") on or before the final dates for payment of real property taxes. Each service payment in lieu of taxes shall be charged and collected in the same manner and in the same amount as the real property taxes that would have been charged and payable against that Parcel if it were not exempt from taxation pursuant to Section 1 of this Ordinance, including any penalties and interest (collectively, the "Service Payments "). The Service Payments, and any other payments with respect to the Parcel that are received by the County Treasurer in connection with the reduction required by Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, as the same may be amended from time to time, or any successor provisions thereto as the same may be amended from time to time (the "Property Tax Rollback Payments "), shall be allocated and distributed in accordance with Section 3 of this Ordinance. Section 3. Distribution of Payments to School District and City Pursuant to the TIF Statutes, the County Treasurer is requested to distribute the Service Payments and the Property Tax Rollback Payments as follows: • to the School District, an amount equal to the amounts the School District would otherwise receive as real property tax payments (including the applicable portion of any Property Tax Rollback Payments) derived from the Improvement to the Parcel located within the School District absent the exemption provided for in this Ordinance, and • to the City, all remaining amounts for further deposit into the Fund (as defined in Section 4 of this Ordinance). All distributions required under this Section 3 are requested to be made at the same time and in the same manner as real property tax distributions. Section 4. Creation of TIF Fund This Council hereby establishes, pursuant to and in accordance with the provisions of Ohio Revised Code Section 5709.43, the Dublin Methodist Hospital Project Municipal Public Improvement Tax Increment Equivalent Fund (the "Fund"). The Fund shall be maintained in the custody of the City and shall receive all distributions to be made to the City pursuant to Section 3 of this Ordinance. Those Service Payments and Property Tax Rollback Payments received by the City with respect to the Improvement of the Parcel and so deposited pursuant to Ohio Revised Code Section 5709.42 shall be used solely for the purposes authorized in the TIF Statutes or this Ordinance. The Fund shall remain in existence so long as such Service Payments and Property Tax Rollback Payments are collected and used for the aforesaid purposes, after which time the Fund shall be dissolved and any surplus funds remaining therein transferred to the City's General Fund, all in accordance with Ohio Revised Code Section 5709.43. Section 5 . Public Infrastructure Improvements This Council hereby designates the public infrastructure improvements described in Exhibit C attached hereto (the "Public Infrastructure Improvements ") as Public Infrastructure Improvements made, to be made or in the process of being made that directly benefit, or that once made will directly benefit, the Parcel. Section 6. Tax Increment Financing Agreement The form of Tax Increment Financing Agreement (the "TIF Agreement ") presently on file with the Clerk of this Council, providing for, among other things, the payment of Service Payments, is hereby approved and authorized with changes therein and amendments thereto not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by the City Manager. The City Manager, for and in the name of this City, is hereby authorized to execute a TIF Agreement with respect to the Parcel in substantially that form along with any amendments thereto, RECORD OF ORDINANCES Dayton Legal Blank, Inc Form No 30043 Ordinance No. 84 -07 Passed Page 3 20 provided that the approval of such changes and amendments thereto by the City Manager, and the character of those changes and amendments as not being substantially adverse to this City, shall be evidenced conclusively by the City Manager's execution thereof. LJ 1 Section 7 . Non - Discriminatory Hiring Policy In accordance with Section 5709.823 of the Ohio Revised Code, this Council hereby determines that no employer located upon the Parcel shall deny any individual employment based solely on the basis of race, religion, sex, disability, color, national origin or ancestry. Section 8 . Further Authorizations This Council hereby authorizes and directs the City Manager, the Clerk of Council, the Director of Law, the Director of Finance or other appropriate officers of the City, to make such arrangements as are necessary and proper for collection of the Service Payments. This Council further hereby authorizes and directs the City Manager, the Clerk of Council, the Director of Law, the Director of Finance or other appropriate officers of the City to prepare and sign all agreements and instruments and to take any other actions as may be appropriate to implement this Ordinance. Section 9 Filings with Ohio Department of Development Pursuant to Ohio Revised Code Section 5709.40(G), the Clerk of Council is hereby directed to deliver a copy of this Ordinance to the Director of Development of the State of Ohio within fifteen days after its effective date. Further, and on or before March 31 of each year that the TIF Exemption remains in effect, the Economic Development Director or other authorized officer of the City shall prepare and submit to the Director of Development of the State of Ohio the status report required under Ohio Revised Code Section 5709.40(G). Section 10 . Open Meetings This Council finds and determines that all formal actions of this Council and any of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council or its committees, and that all deliberations of this Council and any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law including Ohio Revised Code Section 121.22. Section 11 . Effective Date This Ordinance shall be in full force and effect on the earliest date permitted by law. Signed: Mayor - Presiding Officer Attest: nn ® � �✓vyKc � az et Clerk of Council Passed: 7ZQ t) 5 , 2007 Effective: De—e, -5 , 2007 F 84 -07 EXHIBIT A PROPERTY Page 4 The shaded area on the following map specifically identifies and depicts the Parcel and constitutes part of this Exhibit A and is included within Tax Parcel No. 273 - 011780. K 3 c P m 0 p PERIMI PERIMETER LOO y < m A 3 c ,n m �o 0 a N 33[R 33WB 33ER 84 -07 EXHIBIT B PROJECT DESCRIPTION Page 1 The Project will consist of an approximate 100,000 square foot medical office building, together with related site improvements, landscaping and a parking lot. EXHIBIT C PUBLIC INFRASTRUCTURE IMPROVEMENTS The Public Infrastructure Improvements include the construction of the following improvements and all related costs (as defined in Ohio Revised Code Section 133.15(B)): • constructing a westbound ingress lane to the Dublin Methodist Hospital, opposite the existing U.S. Route 33 westbound access ramp, from the Avery- Muirfield North Corridor, • extending Hospital Drive (formerly Perimeter Loop) from approximately 600 feet south of Perimeter Drive to the entrance of Dublin Methodist Hospital located on the eastern boundary of Tax Parcel No. 273 - 011780, • improving the existing Avery Road / Shier Rings Road intersection, and each, together with constructing and installing curbs and gutters, public utilities which include water mains, sanitary sewer, and storm sewer, stormwater improvements, burial of utility lines, gas, electric and communications service facilities (including fiber optics), street lighting and signs, sidewalks, bikeways, and landscaping (including scenic fencing and irrigation), traffic signs and signalization, and including design and other related costs, any right -of -way or real estate acquisition, erosion and sediment control measures, grading, drainage and other related work, survey work, soil engineering, inspection fees and construction staking, any other necessary site improvements, and in each case, all other costs and improvements necessary and appurtenant thereto. TAX INCREMENT FINANCING AGREEMENT THIS TAX INCREMENT FINANCING AGREEMENT (the `Agreement'), made and entered into as of this day of , 2007, by and between the CITY OF DUBLIN, OHIO (the "City'), a municipal corporation organized and existing under the constitution and the laws of the State of Ohio and its Charter, and OHIoHEALTH CORPORATION (the `Developer"), an Ohio non - profit corporation. RECITALS: WHEREAS, the Developer has acquired or will acquire by deed certain real property located in the City (which real property is depicted on Exhibit A which is attached hereto and incorporated herein by reference and the parcel now or hereafter configured being referred to herein as the "Parcel"); and WHEREAS, the Developer will construct, or cause to be constructed, certain private improvements upon the Parcel (which private improvements are more fully described on Exhibit B which is attached hereto and incorporated herein by reference and such private improvements are collectively referred to herein as the "Project; and WHEREAS, the Developer desires that certain public infrastructure improvements (which public infrastructure improvements are more fully described on Exhibit C which is attached hereto and incorporated herein by reference and such public infrastructure improvements are collectively referred to herein as the "Public Infrastructure Improvements ") be constructed and installed, and agrees that the Public Infrastructure Improvements will benefit the Parcel; and WHEREAS, prior to the passage of the TIF Ordinance (as defined below), the City provided notice of the proposed adoption of the TIF Ordinance to the Dublin City School District (the "School District") and the affected joint vocational school district, all as required by Ohio Revised Code Sections 5709.40 and 5709.83; and WHEREAS, the City has determined that it is necessary and appropriate and in the best interests of the City to provide for the Developer, and any subsequent owners of the Parcel (the Developer and the subsequent owners being collectively referred to herein as the "Owners "), to make service payments in lieu of taxes (the "Service Payments ") with respect to the Parcel to pay the costs of the construction by the City of the Public Infrastructure Improvements (including debt service on any securities issued for that purpose) and to compensate the School District, all pursuant to and in accordance with Ohio Revised Code Sections 5709.40 through 5709.43 (collectively, the "TIF Statutes "); and WHEREAS, the City, by its Ordinance No. -07 passed on , 2007 (the "TIF Ordinance "), has declared that 100% of the increase in assessed value of the Parcel subsequent to the effective date of the TIF Ordinance (an "Improvement") is a public purpose and shall be exempt from taxation for a period which commences with the first tax year that begins after the effective date of the TIF Ordinance and in which an Improvement due to the construction of a structure on that Parcel first appears on the tax list and duplicate of real and public utility property and ending on the earlier of (a) thirty (30) years after such commencement or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of the TIF Statutes (the '71F Exemption"); and WHEREAS, in order to provide for the collection of such Service Payments, to induce the City to construct the Public Infrastructure Improvements and to induce the Developer to proceed with the Project, the City and the Developer desire to enter into this Agreement on the terms as hereinafter provided; Now, THEREFORE, in consideration of the premises above, and representations, agreements and covenants contained herein, the City and the Developer hereto agree as follows: Section 1. Covenant to Make Payments in Lieu of Taxes The Owners hereby covenant to make Service Payments attributable to their respective period of ownership of the Parcel, all pursuant to and in accordance with the requirements of the TIF Statutes, and any subsequent amendments or supplements thereto, the TIF Ordinance and this Agreement. Service Payments will be made semiannually to the County Treasurer of Franklin County, Ohio (or to such Treasurer's designated agent for collection of the Service Payments) on or before the final dates for payment of real property taxes for the Parcel. Any late payments will bear penalties and interest at the then current rate established under Ohio Revised Code Sections 323.121 and 5703.47 or any successor provisions thereto, as the same may be amended from time to time. Service Payments will be made in accordance with the requirements of the TIF Statutes and the TIF Ordinance and, for the Parcel, will be in the same amount as the real property taxes that would have been charged and payable against the Improvement to that Parcel (after credit for any other payments received by the City under Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, or any successor provisions thereto, as the same may be amended from time to time, and are referred to herein as the "Property Tax Rollback Payments ") if it were not exempt from taxation pursuant to the TIF Ordinance, including any penalties and interest. No Owner will, under any circumstances, be required for any tax year to pay both real property taxes and Service Payments with respect to any portion of an Improvement, whether pursuant to Ohio Revised Code Section 5709.42, the TIF Ordinance or this Agreement. The City and the Developer acknowledge and agree that the Franklin County Auditor has not assigned a separate tax parcel identification number to the Parcel, and rather, the Parcel comprises a portion of Tax Parcel No. 273-011780 which is currently listed as "exempt" on the Franklin County Tax List and Duplicate. The Developer agrees that it will take such reasonable steps as are necessary for the Franklin County Auditor to "split list" Tax Parcel No. 273 - 011780 in order that the portion of Tax Parcel No. 273-011780 attributable to the Parcel will be listed as "non- exempt" real property and the remainder of Tax Parcel No. 273-011780 will continue to be listed as "exempt" real property. The City and the Developer agree that approval of this "split listing" will be required to facilitate the payment of Service Payments in respect of the Parcel. -2- Anything in the foregoing section to the contrary notwithstanding, the Owner expressly reserves the right to file a Complaint Against the Valuation of Real Property (DTE Form 1) as to the valuation of the Parcel and to pursue and appeals rights in connection therewith. Section 2. Declaration of Covenants; Prioritv of Lien It is intended and agreed, and it will be so provided by the Developer in a declaration relating to the Parcel (the "Declaration ") recorded by the Developer within 15 days of the date hereof and substantially in the form attached hereto as Exhibit D , that the covenants provided in Sections 1, 2, 3, 10 and 12 of this Agreement are covenants running with the land and that they will, in any event and without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity for the benefit and in favor of and enforceable by the City and any third party beneficiaries against any owner of the Parcel with respect to that owner's period of ownership of that Parcel, whether or not this Agreement remains in effect or whether or not such provision is included by an owner in any deed to such owner's successors and assigns. It is further intended and agreed that these agreements and covenants will remain in effect for the full period of exemption permitted in accordance with the requirements of the TIF Statutes and the TIF Ordinance enacted pursuant thereto. Such covenants running with the land will have priority over any other lien or encumbrance on the Parcel and any improvements thereon, except for such title exceptions as are approved in writing by the City, and the Developer will, upon the City's request, cause any and all holders of mortgages or other liens existing on the Parcel as of the time of recording of the Declaration to subordinate such mortgage or lien to those covenants running with the land. The parties acknowledge that the provisions of Ohio Revised Code Section 5709.91, which specify that the Service Payments will be treated in the same manner as taxes for all purposes of the lien described in Ohio Revised Code Section 323.11 including, but not limited to, the priority of the lien and the collection of Service Payments, will apply to this Agreement and to the Parcel and any improvements thereon. The Developer hereby agrees to provide such title evidence within 30 days of the date hereof, at no cost to the City, as is necessary to demonstrate to the City's satisfaction that the covenants running with the land provided in the Declaration are prior and superior to any other liens, encumbrances or other title exceptions, except for those which are approved in writing by the City. Upon satisfaction of the Owner's obligations under this Agreement and termination of the Owner's obligation to make the Service Payments, the City will, upon the request of an owner of the Parcel, execute an instrument in recordable form evidencing such termination and releasing the covenants running with the land set forth in the Declaration with respect to that Parcel. Section 3. Exemption Application The City and the Developer agree to cooperate in the preparation, execution and filing of all necessary applications and supporting documents to obtain from time to time the TIF Exemption and to enable the City to collect Service Payments with respect to the Parcel. The City and the Developer each agree to perform such acts as are reasonably necessary or appropriate to effect, claim, reserve and maintain the TIF Exemption and collect the Service Payments including, without limitation, joining in the execution of all documentation and providing any necessary certificate required in connection with the TIF -3- Exemption or the Service Payments. The Owners authorize the City to file any applications necessary to obtain from time to time the TIE Exemption as provided in the TIE Ordinance. Section 4. Tax Increment Equivalent Fund The City and the Developer acknowledge the creation, pursuant to the TIE Ordinance, of the Dublin Methodist Hospital Project Municipal Public Improvement Tax Equivalent Fund (the Fund') to be maintained in the custody of the City. The City and the Developer acknowledge that the Fund shall receive all Service Payments and Property Tax Rollback Payments payable to the City (after providing for the payments to the School District as required by the TIE Ordinance) in respect of the Parcel as described in Section 1, with all such Service Payments and Property Tax Rollback Payments deposited into the Fund being used to finance or pay the costs of the Public Infrastructure Improvements (as described in the TIE Ordinance). Any incidental surplus remaining in the Fund shall be disposed of as provided in Section 5709.43 of the Ohio Revised Code. Section 5. Construction of Proiect and Public Infrastructure Improvements (a) Project In consideration for the City's agreements herein, the Developer agrees to construct, or cause the construction of, the Project promptly following the execution of this Agreement. (b) Public Infrastructure Improvements In consideration for the Developer's agreement to construct the Project, the City agrees to construct, or cause to be constructed, the Public Infrastructure Improvements. (i) Right- of -Wav Property Within thirty (30) days following the completion of the design of the Public Infrastructure Improvements, the Developer shall convey by deed to the City an interest in certain real property (which real property is generally depicted on Exhibit E which is attached hereto and incorporated herein by reference and such real property is referred to herein as the `Right -of -Way Property'') satisfactory to the City to permit the construction of the Public Infrastructure Improvements and such title evidence satisfactory to and at no cost to the City, that the interest conveyed is superior to any liens and encumbrances on the Right -of -Way Property, except those approved in writing by the City. (ii) Source of Monies for Costs of Public Infrastructure Improvements The City and the Developer agree that the estimated cost of the Public Infrastructure Improvements is approximately $2 million. The City and the Developer agree that the cost of the Public Infrastructure Improvements will be paid from the following sources: (A) First - Costs up to $1 million The City and the Developer agree that the first $1 million of the cost of the Public Infrastructure Improvements will be paid from a 629 Roadway Grant which has been committed to the City by the Ohio Department of Development. (B) Second - Costs in Excess of $1 Million up to $2 Million The City and the Developer agree that the cost of the Public Infrastructure Improvements in -4- excess of $1 million up to $2 million will be paid ratably by (1) the City in the amount of eighty -five (85 %) percent of those costs and (2) the Developer in the amount of fifteen (15 %) percent of those costs. (C) Third - Costs in Excess of $2 Million The City and the Developer agree that the cost of the Public Infrastructure Improvements in excess of $2 million will be paid by the City. (iii) Payment of Costs of Public Infrastructure Improvements The City and the Developer agree that the City will administer the construction of the Public Infrastructure Improvements. The City and the Developer further agree that as monies are required under Second above, pursuant to which the City will pay 85% of those costs and the Developer will pay 15% of those costs, the City agrees to provide from time to time written requests to the Developer itemizing the costs and the amount of payment required by Developer and Developer agrees to remit payment to the City within fifteen (15) days of receiving such written request(s) for such payment. (iv) Reimbursement of Costs of Public Infrastructure Improvements The City and the Developer agree that commencing with the first calendar year in which monies are deposited in the Fund, the City will use those monies first to ratably reimburse the City (85 %) and the Developer (15 %) for the costs of the Public Infrastructure Improvements paid by the City and the Developer pursuant to Section 5(b)(ii)(B), second to reimburse the City for the costs of the Public Infrastructure Improvements paid by the City pursuant to Section 5(b)(ii)(C), and third for any other lawful purpose pursuant to the TIF Ordinance. Section 6. Termination Upon satisfaction of the Owners' obligations under this Agreement and termination of the Owners' obligations to make the Service Payments, this Agreement shall terminate. Section 7. Estoppel Certificate Within fifteen (15) days after a request from any Owner of a Parcel, the City will execute and deliver to that Owner or any proposed purchaser, mortgagee or lessee of such Parcel, a certificate stating that with respect to such Parcel, if the same is true: (a) that this Agreement is in full force and effect; (b) that the requesting Owner is not in default under any of the terms, covenants or conditions of this Agreement, or, if that Owner is in default, specifying same; and (c) such other matters as that Owner reasonably requests. Section 8. Representations of Parties The Developer hereby represents that it is the owner in fee simple of the Parcel and has the power and authority to enter into this Agreement and carry out its terms. The City hereby represents that the TIF Ordinance was passed by the City Council of the City on , 2007 and that the City has the requisite power and authority to enter into this Agreement and carry out its terms. Section 9. Successors; Assignment; Amendments, Chances and Modifications This Agreement will be binding upon the Developer and its successors and assigns and the City and its successors and assigns. The parties may only assign this Agreement with the consent of the other, which consent will not be unreasonably withheld, provided, however, that nothing in this - 5 - Agreement prevents the Developer from transferring any or all of its interest in the Project or the Parcel to another person or entity. This Agreement may only be amended by written instrument executed by all parties to this Agreement. Section 10. Information Reporting The Owners covenant to cooperate in all reasonable ways with, and provide necessary and reasonable information to, the designated Tax Increment Review Council to enable that Tax Increment Review Council to review and determine annually during the term of this Agreement the compliance of the Owner with the terms of this Agreement. Any information supplied to such Tax Increment Review Council will be provided solely for the purpose of monitoring the Owner's compliance with this Agreement. The Owners further covenant to cooperate in all reasonable ways with, and provide necessary and reasonable information to the City to enable the City to submit the status report required by Ohio Revised Code Section 5709.40(1) to the Director of the Ohio Department of Development on or before March 31 of each year within the term of the Agreement. Any information supplied to the City will be provided solely for the purpose of enabling the City to comply with this requirement. Section 11. Agreement Binding on Parties; No Personal Liabilitv; City Consents All covenants, obligations and agreements of the City and the Developer contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, officer, agent or employee of the City in other than their official capacity or of any individual person who is an officer, director or shareholder of the Developer other than in their capacity as an officer, director or shareholder, and neither the members of City Council nor any City official executing this Agreement, or any individual person executing this agreement on behalf of the Developer, shall be liable personally by reason of the covenants, obligations or agreements of the City or the Developer contained in this Agreement. Any consent of the City to be given under this Agreement may be given by the City Manager, and shall be given in writing. Section 12. Nondiscriminatory Fliring Policy The Owners will comply with the City's nondiscriminatory hiring policy set forth in the TIF Ordinance and adopted pursuant to Ohio Revised Code Section 5709.832. Section 13. Severabilitv If any provision of this Agreement is held to be illegal, invalid or unenforceable, said provision will be fully severable. This Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible that is and will be legal, valid and enforceable. -6- Section 14. 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, or to such other address as the recipient shall have previously notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by certified mail, in which event such notice shall be deemed to have been received when the return receipt is signed or refused. 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. The present addresses of the parties follow: (a) To the City at: City of Dublin, Ohio 5800 Shier Rings Road Dublin, Ohio 43016 -7295 Attention: Economic Development Director (b) To the Developer at: OhioHealth Corporation 180 East Broad Street 34 Floor Columbus, Ohio 43215 -3707 Attention: Section 15. Counterparts This Agreement may be signed in one or more counterparts or duplicate signature pages with the same force and effect as if all required signatures were contained in a single original instrument. Any one or more of such counterparts or duplicate signature pages may be removed from any one or more original copies of this Agreement and annexed to other counterparts or duplicate signature pages to form a completely executed original instrument Section 16. Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the matters covered herein and supersedes prior agreements and understandings between the parties. Section 17. Governing Law and Choice of Forum This Agreement will be governed by and construed in accordance with the laws of the State of Ohio. All claims, counterclaims, disputes and other matters in question between the City, its employees, contractors, subcontractors and agents, and the Developer, its employees, contractors, subcontractors and agents arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within the State of Ohio. (Signature Pages to Follow) -7- IN WITNESS WHEREOF, the City and the Developer have caused this Tax Increment Financing Agreement to be executed in their respective names by their duly authorized officers as of the date hereinabove written. CITY OF DUBLIN, OHIO By: Printed: Jane Brautigam Title: Citv Manager Approved as to Form: By: Printed: Stephen J. Smith Title: Director of Law OHIOHEALTH CORPORATION LM Printed: Title: FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City under the foregoing Tax Increment Financing Agreement, certifies hereby that the moneys required to meet the obligations of the City during the year 2007 under the foregoing Tax Increment Financing Agreement have been appropriated lawfully for that purpose, and is in the Treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44. Dated: .2007 Director of Finance -9- EXHIBIT A DEPICTION OF PARCEL A -1 * * * * Draft as of October 4, 2007 — For Discussion Purposes Only * * * * EXHIBIT B PROJECT The Project will consist of a 100,000 square foot medical office building, together with related site improvements, landscaping and a parking lot. C * * * * Draft as of October 4, 2007 — For Discussion Purposes Only * * * * EXHIBIT C PUBLIC INFRASTRUCTURE IMPROVEMENTS The Public Infrastructure Improvements include: • constructing a westbound ingress lane to the Dublin Methodist Hospital, opposite the existing U.S. Route 33 westbound access ramp, from the Avery - Muirfield North Corridor. together with constructing and installing curbs and gutters, public utilities which include water mains, sanitary sewer, and storm sewer, stormwater improvements, burial of utility lines, gas, electric and communications service facilities (including fiber optics), street lighting and signs, sidewalks, bikeways, and landscaping (including scenic fencing and irrigation and tree replacement), traffic signs and signalization, and including design and other related costs, any right -of -way or real estate acquisition, erosion and sediment control measures, grading, drainage and other related work, survey work, soil engineering, inspection fees and construction staking, any other necessary site improvements, design, architectural and engineering plans, developer fees, legal costs, and in each case, all other costs and improvements necessary and appurtenant thereto. C -1 * * * * Draft as of October 4, 2007 — For Discussion Purposes Only * * * * EXHIBIT D FORM OF DECLARATION TAX INCREMENT FINANCING DECLARATION OF COVENANTS This TAX INCREMENT FINANCING DECLARATION OF COVENANTS (this "Declaration ") is made by OhioHealth Corporation, Ohio non - profit corporation, duly created and authorized to do business in Ohio (the `Declarant"), with its principal office located in Columbus, Ohio. WITNESSETH: WHEREAS, the Declarant has acquired a certain parcel of real property located in the City of Dublin, Ohio (the "City"), a description of such real property is attached hereto as Exhibit A (the "Parcel ")(representing a portion of Tax Parcel No. 273- 011780), having acquired such fee simple title by an instrument recorded in the Official Records of the Office of the Recorder of Franklin County, Ohio (the "County Recorder "), as instrument number ; and WHEREAS, the Declarant contemplates making or having made private improvements to the Parcel including a medical office building development expected to consist of approximately 100,000 square feet (the Project'); and WHEREAS, the City, by its Ordinance No. -07 passed , 2007 (the "Ordinance "), has declared that 100% of the increase in the assessed value of the Parcel subsequent to the effective date of the Ordinance (such increase hereinafter referred to as the "Improvement" as further defined in Ohio Revised Code Section 5709.40 and the Ordinance) is a public purpose and is exempt from taxation (such exemption referred to herein as the "TIF Exemption ") for a period commencing with the first tax year that begins after the effective date of the Ordinance and in which an Improvement due to a the construction of a new structure on that Parcel first appears on the tax list and duplicate of real and public utility property for such Parcel and ending on the earlier of (a) thirty (30) years after such commencement or (b) the date on which the City can no longer require service payments in lieu of taxes, all in accordance with the requirements of Ohio Revised Code Sections 5709.40, 5709.42 and 5709.43 (collectively, the "TIF Statutes ") and the Ordinance; and WHEREAS, it is necessary to construct or to cause to be constructed certain public infrastructure improvements (the Public Infrastructure Improvements ") specified in the Ordinance, which the Declarant agrees will directly benefit the Parcel and the Project; and WHEREAS, the City has determined that it is necessary and appropriate and in the best interests of the City to provide for the owner of the Parcel to make service payments in lieu of taxes with respect to that Parcel (the "Service Payments "), which Service Payments will be used to pay costs of construction of the Public Infrastructure Improvements and distributed to the Dublin City School District (the "School District'), all pursuant to and in accordance with the TIF Statutes and the Ordinance; and D -1 * * * * Draft as of October 4, 2007 — For Discussion Purposes Only * * * * WHEREAS, the Declarant and the City entered into that certain Tax Increment Financing Agreement dated as of October , 2007 (the `Agreement'); and WHEREAS, this Declaration is being made and filed of record pursuant to Section 2 of the Agreement; NOW, THEREFORE, the Declarant, for itself and its successors and assigns to or of the Parcel, hereby declares that the forgoing recitals are incorporated into this Declaration by this reference and that the Parcel and any improvements thereon will be held, developed, encumbered, leased, occupied, improved, built upon, used and conveyed subject to the terms and provisions of this Declaration: Section 1. Service Payments The Declarant agrees to make Service Payments for the Parcel attributable to its period of ownership of that Parcel, all pursuant to and in accordance with the requirements of the TIE Statutes, the Ordinance and any subsequent amendments or supplements thereto. Service Payments for the Parcel will be made semiannually to the County Treasurer of Franklin County, Ohio (or to such County Treasurer's designated agent for collection of the Service Payments) on or before the date on which real property taxes would otherwise be due and payable for that Parcel. Any late payments will bear penalties and interest at the then current rate established under Ohio Revised Code Sections 323.121 and 5703.47 or any successor provisions thereto, as the same may be amended from time to time. Service Payments for the Parcel will be made in accordance with the requirements of the TIE Statutes and the Ordinance and will be in the same amount as the real property taxes that would have been charged and payable against the Improvement to that Parcel (after credit for any other payments received by the City under Ohio Revised Code Sections 319.302, 321.24, 323.152 and 323.156, or any successor provisions thereto, as the same may be amended from time to time, and are referred to herein as the Property Tax Rollback Payments ") had the TIE Exemption not been granted, including any penalties and interest. The Declarant will not, under any circumstances, be required for any tax year to pay both real property taxes and Service Payments with respect to the Improvement to the Parcel, whether pursuant to Ohio Revised Code Section 5709.42, the Ordinance, the Agreement or this Declaration. Section 2. Exemption Applications The Declarant further agrees to cooperate in the preparation, execution and filing of all necessary applications to obtain from time to time the TIE Exemption and to enable the City to collect Service Payments with respect to the Parcel. The Declarant authorizes the City to file any applications necessary to obtain from time to time the TIE Exemption as provided in the Ordinance. D -2 * * * * Draft as of October 4, 2007 — For Discussion Purposes Only * * * * Section 3 Provision of Information The Declarant agrees to cooperate in all reasonable ways with, and provide necessary and reasonable information to, the designated Tax Incentive Review Council to enable that Tax Incentive Review Council to review and determine annually during the term of the Agreement the compliance of the Declarant with the terms of the Agreement. The Declarant further agrees to cooperate in all reasonable ways with, and provide necessary and reasonable information to the City to enable the City to submit the status report required by Ohio Revised Code Section 5709.40(1) to the Director of the Ohio Department of Development on or before March 31 of each year. Section 4. Nondiscriminatory Miring Policy The Declarant agrees to comply with the City's nondiscriminatory hiring policy adopted pursuant to Ohio Revised Code Section 5709.832. In furtherance of that policy, the Declarant agrees that it will not deny any individual employment solely on the basis of race, religion, sex, disability, color, national origin, or ancestry. Section 5. Covenants to Run With the Land The Declarant agrees that the covenants contained in this Declaration shall be covenants running with the land and that they shall, in any event and without regard to technical classification or designation, legal or otherwise, be binding to the fullest extent permitted by law and equity, for the benefit and in favor of and enforceable by, the City and the School District (each a Beneficiary" and together the Beneficiaries ") against the Parcel, any improvements thereon and the owner of the Parcel, without regard to whether any Beneficiary has at any time been, remains or is an owner of any land or interest therein to, or in favor of, which these covenants relate. Each Beneficiary has the right in the event of any breach of any covenant herein contained to exercise all of the rights and remedies and to maintain all actions or suits at law or in equity or in other proper proceedings to which it or any other Beneficiary of that covenant may be entitled to cure that breach. The Declarant further agrees that all covenants herein, whether or not these covenants are included by any owner of the Parcel in any deed to that owner's successors and assigns, shall be binding upon each subsequent owner and shall be enforceable by each Beneficiary in the manner provided in this Declaration, and that any future owner of that Parcel or any successors or assigns of the Declarant shall be treated as the Declarant with respect to that Parcel for all purposes of this Declaration. The Declarant further agrees that the covenants herein will remain in effect so long as the Service Payments can be collected pursuant to the TIE Statutes and the Ordinance unless otherwise modified or released in writing by the City in a written instrument filed in the Official Records of the County Recorder. The Declarant further agrees that the covenants herein have priority over any other lien or encumbrance on the Parcel and any improvements thereon, except for such title exceptions as are approved in writing by the City, and the Declarant will, upon the City's request, cause any and all holders of mortgages or other liens existing on the Parcel as of the time of recording of this Declaration to subordinate such mortgage or lien to those covenants running with the land. The Declarant acknowledges that the provisions of Ohio Revised Code Section 5709.91, which D -3 * * * * Draft as of October 4, 2007 — For Discussion Purposes Only * * * * specify that the Service Payments will be treated in the same manner as taxes for all purposes of the lien described in Ohio Revised Code Section 323.11 including, but not limited to, the priority of the lien and the collection of Service Payments, applies to the Parcel and any improvements thereon. At the City's option and at its request, the Declarant hereby agrees to provide such title evidence, at no cost to the City, as is necessary to demonstrate to the City's satisfaction that the covenants running with the land provided in this Declaration are prior and superior to any other liens, encumbrances or other title exceptions, except for those which are approved in writing by the City. IN WITNESS WHEREOF, the Declarant has caused this Declaration to be executed and effective as of 2007. OHIOHEALTH CORPORATION LM Printed: Title: STATE OF OHIO ) ) ss COUNTY OF The foregoing instrument was acknowledged before me this day of 1 2007, by , the of OhioHealth Corporation, an Ohio non - profit corporation. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the date and year aforesaid. Notary Public This instrument prepared by: Christopher J. Franzmann Squire, Sanders & Dempsey L.L.P. 41 S. High Street, Suite 1300 Columbus, Ohio 43215 D -4 * * * * Draft as of October 4, 2007 — For Discussion Purposes Only * * * * EXHIBIT E DEPICTION OF RIGHT -OF -WAY PROPERTY [Depiction to be Provided by City] E -1 CrrY OF DUBLIN_ Office of the City Manager 5200 Emerald Parkway • Dublin, OH 43017 -1090 Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490 TO: Members of Dublin City Council Memo FROM: Jane S. Brautigam, City Manager DATE: October 11, 2007 INITIATED BY: Marsha I. Grigsby, Deputy City Manager /Director of Finance Summary: RE: Ordinance No. 84 -07 An Ordinance Establishing a Tax Increment Financing District and Authorizing the Execution of a Tax Increment Financing Agreement (OhioHealth - Dublin Methodist Hospital) Ordinance No. 84 -07 provides for the establishment of a non - school tax increment financing (TIF) district for the 100,000 square foot medical office building (MOB) being constructed on the Dublin Methodist Hospital parcel (the Hospital Parcel). The Hospital Parcel (tax parcel number 273-011780) is or will be "exempt" on the Franklin County Tax List and Duplicate; however, the footprint for the MOB will be "split listed" and the improvements on the footprint will be eligible for service payments because it will be a for - profit facility. Staff has confirmed the "slit listing" with the Franklin County Auditor's office. Further, as noted in Section 1 of the TIE Agreement, the City and OhioHealth will work with the Franklin County Auditor to ensure the footprint and its related improvements are property accounted for and identified as "non- exempt" for the purpose of calculating service payments or payments in the lieu of property taxes. Based on per square foot values of other office buildings in TIE districts, it is estimated the MOB will generate approximately $110,000 in annual service payments. The service payments will be utilized to fund or partially fund the improvements listed in Exhibit C (Public Infrastructure Improvements) to the Ordinance. The first priority for the service payments will be to reimburse the City and OhioHealth for the funding fronted for the construction of the westbound ingress lane to the Dublin Methodist Hospital. As City Council is aware, the City has been awarded $1 million in 629 Roadway Grant funding for this important connection to the Dublin Methodist Hospital with the remainder of the estimated $2 million project being funded by the City and OhioHealth in the amounts of $850,000 and $150,000, respectively. Once the City and OhioHealth have been reimbursed for the ingress lane, the City will utilize the service payments to reimburse itself for the funding advanced in 2005 to construct Hospital Drive. The cost to construct Hospital Drive was in excess of $1.6 million. Other area TIES have also included Hospital Drive as an allowable project for reimbursement. Any remaining service payments available will be utilized for improvements related to the Avery Road/Shier Rings Road intersection. It is currently estimated that the ingress lane and Hospital Drive reimbursement will occur in 2025. Including Hospital Drive in this TIE district will allow the Perimeter West TIE to be utilized for the US33 /SR161 /Post Road interchange after the debt and outstanding advances for the Perimeter Drive extension have been retired, currently estimated to Memo to Council re Ordinance 84 -07 — OhioHealth TIE October 11, 2007 Page 2 of 3 be 2018. With the development in the area, it is likely the retirement of the Perimeter Drive extension debt will be earlier. As mentioned above, the proposed TIE is a non - school TIF. The Dublin School District (the District) will receive service payments based on their effective millage. Service payments are calculated the same as property taxes and are distributed to the District at the same time as property tax revenues are distributed. Based on tax year 2006 effective rates and the estimated value of the MOB, it is estimated the District will receive annual service payments in the amount of approximately $178,200. It is important to note the future value of the MOB will be "exempt" for property tax purposes and therefore will not be reflected in the District's real estate assessed valuation. This is beneficial to the District because as assessed valuation increases, the State school foundation payments made to the District are decreased. As a result of the proposed TIE being established, the District will receive approximately $84,000 more in total annual revenue than they will if the TIE district is not established. As you are aware, other governmental jurisdictions are impacted by the establishment of TIE districts and the resulting deferral of property tax revenue. Washington Township has several operating levies for fire and EMS. The estimated annual revenue deferred for these levies is approximately $37,200. The ingress lane will provide benefit to the Township by providing safer, more efficient access to the hospital for EMS. In Franklin County, several agencies have operating levies. For those agencies, the proposed TIE will result in the following estimated property tax deferrals: Children Services $15,100 ADAMH 6,000 MRDD 20,100 Metro Parks 1,800 Zoo 2,000 Office on Aging 2,050 It is important to keep in mind how these dollars compare to the overall property tax revenue collected by these agencies. The total assessed valuation for all of the City's established TIE districts is $113.6 million, less than one -half percent of Franklin County's total assessed valuation. Also, we are utilizing these dollars for public infrastructure that will have long -term positive impacts on the area. The inside millage impact to government jurisdictions is minimal. Outside of the District, the City's impact is the highest at approximately $6,400. The property tax deferred for Tolles Career & Technical Center is approximately $4,800. Memo to Council re Ordinance 84 -07 — OhioHealth TIF October 11, 2007 Page 3 of 3 The City's ability to continue investing in public infrastructure improvements has been a key component of our economic success. TIF districts have been a valuable tool in providing funding for these investments. As of the end of 2006, the City has invested in excess of $76 million in public infrastructure utilizing service payments from TIF districts to fund the improvements over time. Recommendation: It is recommended that Ordinance No. 84 -07 be adopted by City Council at its second reading /public hearing on November 5, 2007.