Ordinance 67-11RECORD OF ORDINANCES
Dayton Legal Blank, Inc
Ordinance No.
67 -11
Passed 20
AN ORDINANCE AUTHORIZING THE PROVISIONS OF CERTAIN
INCENTIVES FOR THE PURPOSES OF ENCOURAGING THE
EXPANSION OF NESTLA USA, INC., DB /A NESTLE QUALITY
ASSURANCE CENTER WITHIN THE CITY OF DUBLIN, WHICH
INCLUDE DECLARING IMPROVEMENTS TO CERTAIN REAL
PROPERTY, INCLUDING REAL PROPERTY TO BE DEVELOPED
AS A NESTLA USA, INC., DB /A NESTLE QUALITY ASSURANCE
CENTER FACILITY, TO BE A PUBLIC PURPOSE, DESCRIBING
THE PUBLIC INFRASTRUCTURE IMPROVEMENTS TO BE MADE
TO BENEFIT SUCH REAL PROPERTY, REQUIRING THE OWNERS
THEREOF TO MAKE SERVICE PAYMENTS IN LIEU OF TAXES,
PROVIDING FOR THE FRANKLIN COUNTY TREASURER TO
DISTRIBUTE SERVICE PAYMENTS TO THE DUBLIN CITY
SCHOOL DISTRICT AND THE TOLLES CAREER & TECHNICAL
CENTER IN THE AMOUNT EACH WOULD OTHERWISE RECEIVE
ABSENT THE EXEMPTION, CREATING A MUNICIPAL PUBLIC
IMPROVEMENT TAX INCREMENT EQUIVALENT FUND FOR THE
DEPOSIT OF THE BALANCE OF SUCH SERVICE PAYMENTS, AND
AUTHORIZING THE EXECUTION OF A REAL ESTATE
PURCHASE \AGREEMENTS AND AN ECONOMIC DEVELOPMENT
AND TAX INCREMENT FINANCING AGREEMENT, ALL IN
CONNECTION THEREWITH, AND DECLARING AN EMERGENCY.
WHEREAS, consistent with this City's Economic Development Strategy (the "Strategy")
approved by Resolution No. 07 -94 adopted on June 20, 1994, and the updated Strategy
approved by Resolution No. 30 -04 adopted on July 6, 2004, the City desires to encourage
commercial office development and provide for the retention and creation of employment
opportunities within the City; and
WHEREAS, the City currently owns a certain parcel of real property located within the City
(which parcel is depicted on EXHIBIT A -1 attached hereto and referred to herein as the "City
Owned Property "); and
WHEREAS, the City proposes to acquire a certain parcel of real property located within the
City (which parcel is depicted on EXHIBIT A -2 attached hereto and referred to herein as the
"City Acquired Property" and together with the City Owned Property, as depicted on
EXHIBIT A -3 attached hereto, is referred to herein as the "TIF Propert)"); and
WHEREAS, Nestle USA, Inc., d/b /a Nestle Quality Assurance Center (the "Company ") has
completed an examination of its workforce needs, and induced by and in reliance on the
economic development incentives provided for in this Ordinance, the Company is desirous of
expanding its existing campus in the City to retain and expand its workforce and operations
within the City; and
WHEREAS, to facilitate the Company's proposed expansion and to promote the retention
and creation of employment opportunities within the City, the City has determined to sell the
City Owned Property and a portion of the City Acquired Property (such portion is depicted on
EXHIBIT A -4 attached hereto and together with the City Owned Property is referred to herein
as the "Company Development Site ") to the Company to facilitate the expansion of the
Company's existing campus within the City (the "Project "); and
WHEREAS, Ohio Revised Code Sections 5709.40 to 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, establish a municipal public improvement tax
increment equivalent fund for the deposit of a portion 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, this Council has determined to declare the Improvement (as defined in Section
2) to the TIF Property to be a public purpose and exempt from taxation under the TIF Statutes
RECORD OF ORDINANCES
67 -11 Page 2 of 4
Ordinance No. Passed 20
and to require the owners of the TIF Property to make Service Payments (as defined in Section
3) with respect to the TIF Property; and
WHEREAS, this Council has determined that the Project will promote commercial activity
and retain and create jobs within the City and therefore, the City will utilize the Service
Payments to provide for the public infrastructure improvements described in EXHIBIT B
attached hereto (the "Public Infrastructure Improvements ") that once made will directly
benefit the TIF Property; and
WHEREAS, the City has determined that a portion of the Service Payments shall be paid to the
Dublin City School District (the "Dublin School District') in an amount equal to the real
property taxes that the Dublin School District would have been paid if the Improvement to the
TIF Property had not been exempted from taxation pursuant to this Ordinance; and
WHEREAS, the City has also determined that a portion of the Service Payments shall be paid
to the Tolles Career & Technical Center (the "Tolles School District") in an amount equal to
the real property taxes that the Tolles School District would have been paid if the Improvement
to the TIF Property had not been exempted from taxation pursuant to this Ordinance; and
WHEREAS, notice of this Ordinance has been delivered to the boards of education of the
Dublin School District and the Tolles School District, each in accordance with and within the
time periods prescribed in Ohio Revised Code Section 5709.83; and
WHEREAS, this Council has determined to provide for the execution and delivery of two Real
Estate Purchase Agreements and an Economic Development and Tax Increment Financing
Agreement, all to provide for the sale and development of the Development Site.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, of the elected members concurring, that:
Section 1 Acquisition and Sale of Real Property to Facilitate the Company's Expansion The
sale and conveyance of the Company Development Site to the Company pursuant to the terms
and provisions of the Real Estate Purchase Agreement (as described in Section 7) is hereby
authorized.
Section 2 . Authorization of Tax Exemption This Council hereby finds and determines that
100% of the increase in assessed value of the TIF Property 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
after the effective date of this Ordinance and in which an Improvement due to the construction
of a new structure on that TIF Property fast appears on the tax list and duplicate of real and
public utility property for such TIF 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.
Section 3 Payment of Service Payments and Pronerty Tax Rollback Payments As provided in
Ohio Revised Code Section 5709.42, the owners of any portion of the TIF Property are hereby
required to and shall make service payments in lieu of taxes with respect to the Improvement
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 the TIF Property if it were not exempt from
taxation pursuant to Section 2 of this Ordinance, including any penalties and interest (collectively,
the "Service Payments "). The Service Payments, and any other payments with respect to the TIF
Property 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 5 of this Ordinance.
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 Nestle TIF Project
RECORD OF ORDINANCES
pana Legal Blank, Inc.
67 -11
Passed
Page 3 of 4
. 20
Ordinance No.
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 5 of this Ordinance. Those Service Payments and Property Tax Rollback
Payments received by the City with respect to the Improvement of the TIF Property 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
r emainin g therein transferred to the City's General Fund, all in accordance with Ohio Revised
Code Section 5709.43.
Section 5 Distribution of Payments to the Citv 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 Dublin School District and the Tolles School District, the respective amounts
that each of those School Districts would otherwise receive as real property tax
payments (including the applicable portion of any Property Tax Rollback Payments)
derived from the Improvement to the TIF Property absent the passage of this
Ordinance, and
• to the City, all remaining amounts for further deposit into the Fund.
All distributions required under this Section 5 are requested to be made at the same time and in
the same manner as real property tax distributions.
Section 6 . Public Infrastructure Improvements This Council hereby designates the Public
Infrastructure Improvements described in EXHIBIT B attached hereto 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 TIF Property.
Section 7 Company Development Site Real Estate Purchase Agreement The form of Real
Estate Purchase Agreement (the "Company Development Site Real Estate Purchase
Agreement") presently on file with the Clerk of this Council, providing for, among other
things, the sale and conveyance of the Company Development Site to the Company, 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 the Company Development Site Real Estate Purchase Agreement in substantially that
form along with any amendments thereto, 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. This Council further authorizes the City Manager, for and in the
name of the City, to execute any amendments to the Company Development Site Real Estate
Purchase Agreement, which amendments are not inconsistent with this Ordinance and not
substantially adverse to this City
Section 8. Tax Increment Financing Agre ement The form of Economic Development and Tax
Increment Financing Agreement (the "EDTIF Agreement ") presently on file with the Clerk of
this Council, providing for, among other things, the payment of Service Payments by the
owners of any portion of the TIF Property, 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 the EDTIF Agreement with
respect to the TIF Property in substantially that form along with any amendments thereto,
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. This Council
further authorizes the City Manager, for and in the name of the City, to execute any
amendments to the EDTIF Agreement, which amendments are not inconsistent with this
Ordinance and not substantially adverse to this City
RECORD OF ORDINANCES
67 -11
Ordinance No.
Page 4 of 4
Passed 20
Section 9 . 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 TIF
Property shall deny any individual employment based solely on the basis of race, religion, sex,
disability, color, national origin or ancestry.
Section 10 . 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 the acquisition
of the City Acquired Property, the sale and conveyance of the Company Development Site and
the collection of the Service Payments. This Council further hereby authorizes and directs the
City Manager, the Clerk of Council, the Director of Law, the D 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 11 Filings with Ohio Department of Development Pursuant to Ohio Revised Code
Section 5709.40(1), 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(1).
Section 12 . Oven 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 13. Effective Date This Ordinance is declared to be an emergency measure
necessary for the immediate preservation of the public peace, health, safety, and welfare of the
City, and for the further reason that this Ordinance is required to be immediately effective in
order to acquired the City Acquired Property and sell and convey the Company Development
Site to the Company to facilitate the Company's proposed expansion and to promote the
retention and creation of employment opportunities within the City; wherefore, this Ordinance
shall be in full force and effect immediately upon its passage.
Signed:
Attest:
li
Clerk of Council
Passed:
Effectiv
201
e: 2019.
Office of the City Manager
City of Dublin Pho n ne: 614 - 410.4400- Fax: - 4490 43017-1090
Memo
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager
Date: November 23, 2011
Initiated By: Dana L. McDaniel, Deputy City Manager /Director of Economic Development
Re: Ordinance No. 67 -11 — Economic Development Agreement with Nestle USA. Inc.
D /B /A Nestle Quality Assurance Center ( "Nestle USA's
Summary
Staff has been in discussions with Nestle USA for several weeks regarding the retention and
expansion of its workforce and /or operations within the City of Dublin at its current location at
6625 Eiterman Road. This Dublin -based facility serves as Nestle USA's premier quality assurance
center for its "Zone Americas" (North and South America). In the past year or so, Nestle USA has
added significant staff to this Dublin -based facility and anticipates staffing levels to continue to
increase at a steady pace due to its growing responsibilities, therefore resulting in lack of space.
Nestle USA has been assessing its options regarding its Dublin facility. Staff has been working with
Nestle USA to assist with a solution in which it can expand its Dublin facility rather than re- locating
its operations and workforce elsewhere. As a result of this effort, Nestle USA desires to retain its
workforce and /or operations at the current facility and invest approximately $10 million in new
renovations and building expansions to solve its space needs.
Attached for Council's consideration is Ordinance No. 67 -11 authorizing the City Manager to
execute a Real Estate Purchase Contract and Economic Development and Tax Increment Financing
Agreements.
Highlights of the Nestle USA project include:
1. Conveyance of Property. The City agrees to convey the property in accordance with
the Real Estate Purchase (to be provided at second reading). If approved, the City will
sell to Nestle USA the following properties:
a. City Acquired Property. The City will to sell to Nestle USA a portion of the
property the City will acquire from The Ohio State University immediately
adjacent to the Nestle USA facility. The City will sell approximately 5 acres of
this 17.692 acre site for $95,000 per acre totaling approximately $475,000.
b. City of Dublin Property. The City will sell to Nestle USA approximately 4.7
acres of property already owned by the City immediately west of and adjacent
to the previously mentioned Ohio State University property for $60,400 per acre
totaling approximately $283,880.
2. Tax Increment Financing (TIF) District. Nestle USA agrees to cooperate in the
creation of a tax increment financing district on the property and covenants to make
payments -in- lieu -of- taxes, or service payments, for the purpose of funding future
infrastructure improvements in the general area. The Ordinance provides for the
Memo re. Ordinance 67 -11 Economic Development Agreement with Nestle USA
November 23, 2011
Page 2 of 2
establishment of a non - school TIF district. As provided for in the Ohio Revised Code, a
non - school TIF district may be in place for a period of 30 years or until the City is
reimbursed for the public infrastructure improvements. The proposed project is
estimated to generate approximately $115,000 in annual service payments to the City.
Based on the estimated cost of future infrastructure improvement projects reflected in
the CIP, the TIF district will likely be in place for the maximum time allowed by the
Ohio Revised Code.
As a result of the non - school TIF, the Dublin School District and the Tolles Career &
Technical Center (the Districts) will receive service payments based on their effective
millage. The new private improvement values are considered `exempt" for property tax
purposes and therefore are not reflected in the Districts' assessed valuation total. This
is beneficial to the Districts, because as assessed valuation increases the State school
foundation aid payments made to the Districts are decreased.
It is important to highlight that the property, if continued to be owned by The Ohio
State University or City, would have been farmed and maintained in the Current
Agricultural Use Value program, resulting in less than $310 in annual property tax
revenues, until such time the land was otherwise developed. The private development
of this property will result in future property tax revenues for governmental entities
within the taxing district that would not have been generated if The Ohio State
University and /or the City continued to maintain it in an agricultural status /Agricultural
Use Value program.
Staff anticipates working with Nestle USA as it develops its plans for renovation and expansion of
the existing facility using the new Economic Advancement Zone code and zoning.
Recommendation
Staff recommends Council pass Ordinance 67 -11 as an emergency at the second reading /public
hearing on December 12, waiving the 30 -day waiting period. Please address any questions you
may have to Dana McDaniel.
* * * * Draft of n...... oa ,n> >'anuary 5. 2012 — For Discussion Purposes Only * * * *
ECONOMIC DEVELOPMENT AND
TAX INCREMENT FINANCING AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (this `Agreement') is made and entered into
this day of , 2012 (the Effective Date "), by and between the CITY OF DUBLIN,
OHIO (the "City"), a municipal corporation duly organized and validly existing under the
Constitution and the laws of the State of Ohio (the "State ") and its Charter, and NESTLE USA, INC.,
D /B /A NESTLE QUALITY ASSURANCE VENTER (the "Company" and collectively with the City, the
`Parties "), a Delaware corporation with its main office currently located at 800 No. Brand Blvd.,
Glendale, California 91203, under the circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved
by Dublin City Council Resolution No. 07 -94 adopted on June 20, 1994, and the updated Strategy
approved by Dublin City Council Resolution No. 30 -04 adopted on July 6, 2004, the City desires
to encourage commercial office and retail development and provide for the retention and creation
of employment opportunities within the City; and
WHEREAS, based on the results of the Company's recent comprehensive examination of its
business needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, the Company is desirous of expanding its existing facility in the City to retain,
and potentially expand, its workforce and operations within the City; and
WHEREAS, to facilitate the Company's proposed expansion of its existing facility and to
promote the retention, and potential creation, of employment opportunities within the City, the
City has determined to sell certain real property to the Company (which real property is depicted
on EXHIBIT A attached hereto and incorporated herein by reference and referred to herein as the
Property"); and
WHEREAS, the Company has determined that it will acquire the Property from the City and,
on that portion of the Property consisting of the 5 acre parcel shown on EXHIBIT A, expand its
existing facility (the `Project'); and
WHEREAS, prior to the passage of the TIE Ordinance (as defined below), the City provided
notice of the proposed passage of the TIE Ordinance to the Dublin City School District (the
"Dublin School District") and the Tolles Career & Technical Center (the " Tolles School District'),
all as required by Ohio Revised Code Section 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 Company, and any subsequent owners of the Property (the
Company and the subsequent owners being referred to herein individually as an "Owner" and
collectively as the "Owners "), to make service payments in lieu of taxes (the "Service Payments ")
with respect to the Property, all pursuant to and in accordance with Ohio Revised Code Sections
5709.40 through 5709.43 (collectively, the "TIF Statutes "); and
* * * *Draft of r,.......__ba 'O, ' ° "'anuary 5. 2012 — For Discussion Purposes Only * * * *
WHEREAS, the Company has agreed to reasonably cooperate in the creation of a tax
increment financing area on the Property, and the City, by passage of Ordinance No. 67 -11 on
, 2012 (the "TIF Ordinance "), has determined that it is necessary and
appropriate and in the best interests of the City to (i) provide certain economic incentives to the
Company for the purpose of preserving, and potentially creating, jobs and employment
opportunities and to improve the economic welfare of the people of the State of Ohio and the City
as authorized in Article VIII, Section 13 of the Ohio Constitution, (ii) create a tax increment
financing area, pursuant to the TIE Statutes, which area shall include the Property, (iii) declare that
100% of the increase in assessed value of the Property subsequent to the effective date of the TIE
Ordinance (the "Improvement") is a public purpose and declared to be exempt from taxation for a
period commencing 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 new structure on that Property 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 exemption commenced or (b) the date on which the City can no
longer require Service Payments, all in accordance with the requirements of the TIE Statutes (the
"Tax Exemption ") and (iv) provide for the Owners to make service payments in lieu of taxes with
respect to the Property (the "Service Payments ") to pay the costs of the construction of public
infrastructure improvements (as described in the TIE Ordinance) and for distribution to the Dublin
School District and the Tolles School District; and
WHEREAS, in order to provide for the sale and conveyance of the Property to the Company,
the collection of such Service Payments and to induce the Company to proceed with the Project to
facilitate the expansion of its existing facility within the City and to retain, and potentially expand,
its workforce and operations within the City, the City and the Company desire to enter into this
Agreement on the terms as hereinafter provided;
Now THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Retention of Existine Comnanv Operations and Workforce and Related
Potential Expansion In consideration of the economic development incentives to be provided by
the City herein, the Company agrees to preserve its existing workforce and operations within the
City, and the Company anticipates that the availability of the Property will potentially allow it to
expand its existing fii�?'_�?�� and create new employment opportunities within the City.
Section 2. City's Sale and Conveyance of Property to the Company The City agrees
to convey the Property to the Company in accordance with the Real Estate Purchase Agreement
(the "Real Estate Purchase Agreement") by and between the City and the Company dated
, 2012. The Parties agree that if the Company shall fail to consummate the purchase
of the Property in accordance with the terms of the Real Estate Purchase Agreement, then this
Agreement shall terminate and the City shall have no further obligations hereunder.
-2-
* * * * Draft of r,......u_b 9 °n "'anuary 5. 2012 — For Discussion Purposes Only * * * *
Section 3. Tax Increment Financing Area.
(a) General The Company has agreed to cooperate in the creation of a tax increment
financing area on the Property, and the City, by passage of the TIF Ordinance, has determined that
it is necessary and appropriate and in the best interests of the City to (i) create a tax increment
financing area, which area shall include the Property, (ii) declare that the Improvement is a public
purpose and declared to be exempt from taxation for a period commencing 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 new structure on that Property 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 exemption
commenced 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 and (iii) provide for the
Company, and its successors and assigns, to make Service Payments with respect to the Property
to pay the costs of the construction of public infrastructure improvements (as described in the TIF
Ordinance) and for distribution to the Dublin School District and the Tolles School District.
(b) Covenant to Make Payments in Lieu of Taxes The Company, on behalf of itself
and any subsequent Owners of the Property, hereby covenants to make Service Payments
attributable to their respective period of ownership of the Property, 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 Property. 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 Property, will be in the same amount as the real property taxes
that would have been charged and payable against the Improvement to the Property (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 the Improvement, whether pursuant to Ohio Revised Code
Section 5709.42, the TIP Ordinance or this Agreement. Nothing contained herein shall be deemed
to limit or impair Owner's right or ability, under applicable law, to challenge or contest the
assessed value of the Property.
(c) Declaration of Covenants: Priority of Lien It is intended and agreed, and it will be
so provided by the Company in a declaration relating to the Property (the "Declaration') recorded
by the Company within fifteen (15) days following conveyance of the Property by the City to the
-3-
* * * * Draft of oeember on °n "'anuary 5. 2012 — For Discussion Purposes Only * * * *
Company and substantially in the form attached hereto as E%HIBIT B, that the covenants provided
in Subsections 3(b), 3(c), 3(d), 3(h) and 3(i) 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, the Dublin School District and the Tolles School District
against any Owner with respect to that Owner's period of ownership of the Property, 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 TIE Statutes and the TIE Ordinance enacted pursuant
thereto.
Such covenants running with the land will have priority over any other lien or
encumbrance on the Property and any improvements thereon, except for such title exceptions as
are approved in writing by the City, and the Company will, upon the City's request, cause any and
all holders of mortgages or other liens existing on the Property 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 5709.9 1, 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 Property and
any improvements thereon.
At the City's option and within fifteen (15) days of its request, the Company 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 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 the Owner of
the Property, 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 the Property.
(d) Exemption Application The City and the Company agree to cooperate in the
preparation, execution and filing of all necessary applications and supporting documents to obtain
from time to time the TIE Exemption and to enable the City to collect Service Payments with
respect to the Property. The City and the Company each agree to perform such acts as are
reasonably necessary or appropriate to effect, claim, reserve and maintain the TIE 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 TIE
Exemption or the Service Payments provided, however. the Company shall not be required to
incur any cost or expense (other than a de minimis cost or expense) to perform such acts
(e) Tax Increment Equivalent Fund The City and the Company acknowledge the
creation, pursuant to the TIE Ordinance, of the Nestle TIE Project Municipal Public Improvement
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Tax Increment Equivalent Fund (the ",Fund') to be maintained in the custody of the City. The City
and the Company 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 Dublin School
District and the Tolles School District as required by the TIE Ordinance) in respect of the Property
as described in Section 3(b), with all such Service Payments and Property Tax Rollback Payments
deposited into the Fund being used to pay the costs of 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.
(f) Termination Upon satisfaction of the Owners' obligations under this Agreement
andtermination of the Owners' obligations to make the Service Payments, the obligations set forth
in Section 3(b) shall terminate.
(g) Estoppel Certificate Within fifteen (15) days after a request from any Owner of the
Property, the City will execute and deliver to that Owner or any proposed purchaser, mortgagee or
lessee of the Property, a certificate stating that with respect to the Property, if the same is true: (i)
that this Agreement is in full force and effect; (ii) 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 (iii) such other matters as that Owner reasonably requests.
(h) 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.
(i) Nondiscriminatory Hiring Policy 44c-Ow*ersWith respect to operations within
the City. each Owner will comply with the City's nondiscriminatory hiring policy set forth in the
TIE Ordinance and adopted pursuant to Ohio Revised Code Section 5709.832. In furtherance of
that policy, the Owners agree not to deny any individual employment located upon the Property
solely on the basis of race, religion, sex, disability, color, national origin, or ancestry.
Section 4. Miscellaneous.
(a) Assignment This Agreement may not be assigned without the prior written
consent of all non - assigning Parties.
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(b) Binding Effect The provisions of this Agreement shall be binding upon the
successors or assigns of the Parties.
(c) Captions The captions and headings in this Agreement are for convenience only
and in no way define, limit or describe the scope or intent of any provisions or sections of this
Agreement.
(d) Day for Performance Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal
holiday, then such time for performance shall be automatically extended to the next business day.
(e) Entire Agreement This Agreement, together with the Real Estate Purchase
Agreement embodies the entire agreement and understanding of the Parties relating to the subject
matter herein and therein and may not be amended, waived or discharged except in an instrument
in writing executed by the Parties.
(f) Events of Default and Remedies
(i) General Except as otherwise provided in this Agreement, in the event of
any default in or breach of this Agreement, or any of its terms or conditions, by any Party
hereto, such defaulting Party shall, upon written notice from any non - defaulting Party,
proceed, as soon as reasonably possible, to cure or remedy such default or breach, and, in
any event, within thirty (30) days after receipt of such notice. In the event such default or
breach is of such nature that it cannot be cured or remedied within said thirty (30) day
period, then in such event the defaulting Party shall upon written notice from any
non - defaulting Party commence its actions to cure or remedy said breach within said thirty
(30) day period, and proceed diligently thereafter to cure or remedy said breach. In case
such action is not taken or not diligently pursued, or the default or breach shall not be cured
or remedied within a reasonable time, the aggrieved non - defaulting Party may institute
such proceedings as may be necessary or desirable in its opinion to cure and remedy such
default or breach, including, but not limited to, proceedings to compel specific
performance by the defaulting Party.
(ii) Job Retention This Agreement contains certain recitals and provisions
under which the Company is making certain representations by nd commitments to the
8ex+paH-}QAy relating to the preservation of its existing workforce and operations within
the City. The Parties acknowledge that the Company's ability to maintain its existing
workforce and operations within the City may be adversely impacted by general business
and economic conditions. To monitor and ensure compliance with those representations
and commitments the Parties agree as follows:
(A) Determination of Company Employees On the Effective Date, the
City shall determine the number of full -time equivalent individuals employed by
the Company within the City (the "Original Employees ") For purposes hereof. a
"full -time equivalent" individual will be considered either (1) one employee or one
contractor who is employed by the Company at its facility within the City for at
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least 40 hours per week or (Il) two or more part time employees and /or contractors
whose hours, collectively, total at least 40 hours per week at the Company's facility
in the City On each one year anniversary of the Effective Date for a period of five
years, the Company shall, upon written request of the City,
report to the City the number of full -time equivalent individuals employed by the
Company at its facility within the City on that anniversary date (the `Periodic
Employees "). E ap l g de4efmi4ga4io.....,.uiFed by t4i ..,... b Promp
pfa vid e d i , to t he CompanyFor purooses hereof, individuals hired by the
Company as contractors and working at Company's facility within the City shall be
counted as employees for purooses of determining the Original Employees and the
Permanent Employees
(B) Determination of Five Year Average relative to Original
Employment Within thirty (30) days following the fifth, one year anniversary of
the Effective Date, the City shall compute the average, annual number of
individuals employed by the Company with the City (i.e. the sum of the Periodic
Employees divided by five with the result being referred to as the "Five Year
Average Employees'). The determination required by this paragraph shall be
promptly provided in writing to the Company.
(C) Default and Sole Remedy If the Five Year Average Employees is
less than an amount equal to forty percent (40 %) of the Original Employees, the
Parties agree that the Company shall be in default solely with respect to tke and
all of its representations and commitments relating to the preservation of its
existing workforce and operations within the City. The Parties further agree that
the City's sole remedy in connection with such a default shall be the right to require
the Company to remit a payment to the City in the amount of Thirty Thousand
Dollars ($30,000). If the City determines to pursue such remedy, the City shall
provide written default notice to the Company within ninety (90) days of the
determination notice which is to be provided pursuant to Section 4(f)(ii)(B). The
Company agrees that it shall remit payment to the City within thirty (30) days of
receipt of the default notice provided pursuant to this Section 4(f)(ii)(C).
(g) Executed Counterparts This Agreement may be executed in several counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute
but one and the same instrument. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
(h) Extent of Covenants: No Personal Liability All covenants, obligations and
agreements of the Parties contained in this Agreement shall be effective to the extent authorized
and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be
a covenant, obligation or agreement of any present or future member, officer, agent or employee of
the City or the Company other than in his or her official capacity, and neither the members of the
legislative body of the City nor any official executing this Agreement shall be liable personally
under this Agreement or be subject to any personal liability or accountability by reason of the
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execution thereof or by reason of the covenants, obligations or agreements of the City and the
Company contained in this Agreement.
(i) Governing Law This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio or applicable federal law. All claims, counterclaims,
disputes and other matters in question between the City, its agents and employees, and the
Company, its employees and agents, arising out of or relating to this Agreement or its breach will
be decided in a court of competent jurisdiction within Franklin County, Ohio.
0) 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.
(k) Limit on Liability Notwithstanding any clause or provision of this Agreement to
the contrary, in no event shall City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are
claimed under contract, tort (including negligence and strict liability) or any other theory of law.
(1) 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. For purposes of this Agreement, notices shall be
addressed to:
(i) the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016 -7295
Attention: Economic Development Director
(ii) the Company at: Nestle USA, Inc.
800 No. Brand Blvd.
Glendale, California 91203
Attention: Legal Dept.
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.
* * * * Draft of n...... oa ,n> >'anuary 5. 2012 — For Discussion Purposes Only * * * *
(m) 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.
(n) 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.
(o) 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.
(p) Survival of Representations and Warranties All representations and warranties of
the Parties in this Agreement shall survive the execution and delivery of this Agreement.
(REATAINDER OF PAGEPNTFNTIONALLYLEFT BLANK — SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be
executed in their respective names by their duly authorized representatives, all as of the date first
written above.
CITY OF DUBLIN, OHIO
Printed: Marsha I. Grigsby
Title: Citv Manager
Approved as to Form:
C
Printed: Stephen J. Smith
Title: Director of Law
NESTLE USA, INC., D /B /A NESTLE QUALITY
ASSURANCE CENTER
MM
Printed:
Title:
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FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement, certifies
hereby that the moneys required to meet the obligations of the City under the foregoing Agreement
during Fiscal Year 2012 have been appropriated lawfully for that purpose, and are in the Treasury
of the City or in the process of collection to the credit of an appropriate fund, free from any
previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and
5705.44, Ohio Revised Code.
Dated: 1 2012
Angel Mumma
Deputy City Manager /Director of Finance
City of Dublin, Ohio
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EXHIBIT A
DEPICTION OF THE PROPERTY
A -1
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EXHIBIT B
FORM OF DECLARATION OF COVENANTS
TAX INCREMENT FINANCING DECLARATION OF COVENANTS
This TAX INCREMENT FINANCING DECLARATION OF COVENANTS (this `Declaration ") is
made by NESTLE LISA, INC., D /B /A NESTLE QUALITY ASSURANCE VENTER, an Delaware
corporation, authorized to do business in the State of Ohio (the `Declarant'), with its principal
office located in .
WITNESSETH:
WHEREAS, the Declarant has acquired certain parcels of real property located in the County
of Franklin, Ohio (the "County, a description of which real property is attached hereto as Exhibit A
(collectively, the `Property ") (representing Tax Parcel No. and Tax Parcel No.
),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 certain private
improvements to the Property (the "Project'); and
WHEREAS, the City, by its Ordinance No. 67 -11 passed , 2012 (the "TIF
Ordinance "), has declared that 100% of the increase in the assessed value of the Property subsequent
to the effective date of the TIE Ordinance (such increase hereinafter referred to as the "Improvement'
as further defined in Ohio Revised Code Section 5709.40 and the TIE 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 TIE Ordinance and in
which an Improvement due to the construction of a new structure onthe Property first appears on the
tax list and duplicate of real and public utility property for that 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 Ohio Revised Code
Sections 5709.40 through 5709.43 (collectively, the "TIF Statutes ") and the TIE Ordinance; and
WHEREAS, the City has determined that it is necessary and appropriate and in the best
interests of the City to provide for the Declarant and any subsequent owner(s) of the Property to make
service payments in lieu of taxes with respect to the Property (the "Service Payments "), which
Service Payments will be used to pay the costs of construction of public infrastructure improvements
(as described in the TIF Ordinance) and to compensate the Dublin City School District (the `Dublin
School Districts and the Tolles Career & Technical Center (the " Tolles School District'), all
pursuant to and in accordance with the TIF Statutes and the TIF Ordinance; and
WHEREAS, the Declarant and the City entered into that certain Economic Development and
Tax Increment Financing Agreement dated , 2012 (the Agreement'); and
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* * * 'Draft of r,......._.b on on "'anuary 5. 2012 — For Discussion Purposes Only * * * *
WHEREAS, this Declaration is being made and filed of record pursuant to Section 3(c) of
the Agreement;
NOW, THEREFORE, the Declarant, for itself and its successors and assigns to or of the
Property, hereby declares that the forgoing recitals are incorporated into this Declaration by this
reference andthatthe Property 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
Property attributable to its period of ownership of the Property, all pursuant to and in accordance
with the requirements of the TIE Statutes, the TIE Ordinance and any subsequent amendments or
supplements thereto.
Service Payments for the Property 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 Property. 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 Property will be made in accordance with the requirements of the
TIE Statutes and the TIE 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 Property (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 Property, whether pursuant to Ohio Revised Code Section 5709.42, the TIE
Ordinance, the Agreement or this Declaration. Nothing contained in this Declaration shall be
deemed to limit or impair Declarant's right or ability, under applicable law, to challenge or contest
the assessed value of the Property.
The Declarant acknowledges 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, applies to the Property and any
improvements thereon.
Section 2. Exemption Applications The Declarant further agrees to reasonably
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
Property provided, however. Declarant shall not be required to incur any cost or expense (other
than a de minimis cost or expense) in connection with the preparation, execution or filing of such
applications
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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 Purina Policy 4he With respect to operations within
the City, 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 located upon the Property 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
the Dublin School District and the Tolles School District (each a `Beneficiary" and together the
Beneficiaries'), against the Property, any improvements thereon and the owner of the Property,
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 may be
entitled to cure that breach.
The Declarant further agrees that all covenants herein, whether or not these covenants are
included by the owner of the Property in any deed to that owner's successors and assigns, shall be
binding upon each subsequent owner and shall be enforceable by the Beneficiaries in the manner
provided in this Declaration, and that any future owner of the Property or any successors or assigns of
the Declarant shall be treated as the Declarant with respect to the Property 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 TIE 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 Property 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 Property as of the time of recording of this
Declaration to subordinate such mortgage or lien to those covenants running with the land.
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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 201
NESTLE USA, INC., D /B /A NESTLE QUALITY
ASSURANCE CENTER
LM
Printed:
Title:
STATE OF OHIO
) ss
COUNTY OF )
The foregoing instrument was acknowledged before me this day of 1 201 ,
by , the of Nestle USA, Inc., d/b /aNestle Quality Assurance Center,
a Delaware 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 (US) LLP
41 S. High Street, Suite 2000
Columbus, Ohio 43215
C -1
EXHIBIT A -1
CITY OWNED PROPERTY
The shaded area on the following map specifically identifies and depicts the general
vicinity of the City Owned Property and constitutes park of this EXHIBIT A -1.
,
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o ao W 100 zoo
Feet
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A -1 -5
EXHIBIT A -2
CITY ACQUIRED PROPERTY
The shaded area on the following map specifically identifies and depicts the general
vicinity of the City Acquired Property and constitutes part of this EXHIBIT A -2.
A -2 -6
EXHIBIT A -3
TIF PROPERTY
The shaded area on the following map specifically identifies and depicts the general
vicinity of the TIF Property and constitutes part of this EXHIBIT A -3.
e o w moo zoo
®Feet
A -3 -7
EXHIBIT A -4
COMPANY DEVELOPMENT SITE
The shaded area on the following map specifically identifies and depicts the general
vicinity of the Company Development Site and constitutes part of this EXHIBIT A -4.
MM
EXHIBIT B
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)):
• Relocation of Eiterman Road,
• Construction of internal transportation improvements in accordance with the
Economic Advancement Zone Area Plan, and
• Widening of Shier -Rings Road,
together with constructing and installing curbs and gutters, public utilities which include
water mains, fire hydrants, 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.
C