Ordinance 22-12RECORD OF ORDINANCES
Inc.
22 -12
Ordinance No.
Passed 20
AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN
INCENTIVES TO OHIO UNIVERSITY TO INDUCE IT TO
ESTABLISH AN EXTENSION MEDICAL SCHOOL CAMPUS, AN
EDUCATION AND RESEARCH CAMPUS, AS WELL AS OTHER
ECONOMIC, EDUCATION AND RESEARCH DEVELOPMENT
RELATED INITIATIVES, AND AUTHORIZING THE EXECUTION
OF AN ECONOMIC DEVELOPMENT AGREEMENT.
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 development and provide for the creation of employment opportunities
within the City's research and development corridor; and
WHEREAS, Ohio University ( " Ohio University") desires to establish an extension medical
school campus, an education and research campus, as well as other economic, education and
research development related initiatives, all within the City's research and development corridor;
and
WHEREAS, the City has determined that the development and operation of an extension
campus of Ohio University's Heritage College of Osteopathic Medicine and associated
biosciencelmedical research facilities will be compatible with and an enhancement to the City's
medical, biosciences and healthcare services industries as envisioned in the City's Economic
Advancement Zone; and
WHEREAS, this Council has determined that it is necessary and appropriate and in the best
interests of the City to provide for certain economic development incentives to Ohio
University, as described in the proposed Economic Development Agreement; and
WHEREAS, this Council has determined to offer the economic development incentives, the
terms of which are set forth in a substantially final form of Economic Development Agreement
presently on file in the office of the Clerk of Council, to induce Ohio University to establish an
extension medical school campus, an education and research campus, as well as other economic,
education and research development related initiatives, all within the City, which will result in
the creation of new jobs and employment opportunities, thereby improving the economic
welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section
13 of the Ohio Constitution.
NOW, T BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, of the elected members concurring, that:
Section 1 . The Economic Development Agreement by and between the City and Ohio
University, in the form presently on file with the Clerk of Council, providing for, among other
things, the provision of certain economic development incentives in consideration for Ohio
University's agreement to establish an extension medical school campus, an education and
research campus, as well as other economic, education and research development related
initiatives, all within the City, which will result in the creation of new jobs employment
opportunities, is hereby approved and authorized with changes therein not inconsistent with this
Ordinance and not substantially adverse to this City and which shall be approved by the City
Manager and the Director of Finance. The City Manager and the Director of Finance, for and in
the name of this City, are hereby authorized to execute that Economic Development Agreement,
provided further that the approval of changes thereto by those officials, and their character as not
being substantially adverse to the City, shall be evidenced conclusively by the execution thereof.
This Council further authorizes the City Manager and the Director of Finance, for and in the
name of the City, to execute any amendments to the Economic Development Agreement, which
amendments are not inconsistent with this Ordinance and not substantially adverse to this City.
Section 2 . This Council further hereby authorizes and directs the City Manager, the Director
of Finance, the Director of Law, the Clerk of Council, 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.
RECORD OF ORDINANCES
Blank. Inc.
Ordinance No.
22 -12
Passed Page 2 of 2 20
Section 3. 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 open
meetings of this Council or 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 Section 121.22 of the Revised Code.
Section 4 . This Ordinance shall be in full force and effect on the earliest date permitted by
law.
Signed:
,
Mayor - Presi ' i Officer
Attest:
Clerk of Council
Passed: 2012
Effective: 12012
Office of the City Manager
City of Dublin Pho n ne: 614 - 410-44009 Fax:b614-410-4490 1090
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager_
Date: April 20, 2012
Memo
Initiated By: Dana McDaniel, Deputy City Manager /Director of Economic Development
Re: Ordinance No. 22 -12 - Authorizing the Provisions of Certain Incentives to Ohio
University to Establish an Extension Medical School, Education and Research
Campus
Summary
Since the introduction of Ordinance No. 22 -12 and the proposed Economic Development
Agreement (EDA) to Council at its April 9, 2012 meeting, staff and Ohio University have continued
to discuss the proposed EDA. Staff considers changes to the proposed EDA since last presented to
Council as relatively minor. Attached is a red -lined version of the proposed EDA reflecting these
changes.
Key chanaes to the proposed EDA are summarized in the following_
• Generally, few changes of any substance were made. Several minor changes related to
timing and processes relative to the real estate transactions have been incorporated. These
are technical in nature but do not have a bearing on the key mechanics regarding
performance requirements to release Subareas One or Two or the requirement to re-
convey property to the City should performance requirements not be met.
• Relative to Subarea Three, the language originally proposed to Council still stands, except
to emphasize the potential development of a hotel /conference center. Ohio University
desires to identify specifically a hotel /conference center use in Subarea Three, which staff
agrees is most desirable. New language in Section 4.4(b) clarifies that if the land
underlying such a development were to be exempt from real property tax (i.e. Ohio
University or other entity exempt from real property tax were to own and operate such a
hotel /conference center) then "... Ohio University will agree to pay, or cause to be paid,
annually to Dublin the aggregate of the Service Payments, which would have been payable
to the TIF Ordinance if such Hotel /Conference Center Site was subject to real property
tax."
• New language was added to Section 4.8 to address the existing soil mound on City
property, generally in Subarea One. Council may recall that the City has stockpiled fill
material on this site over the years. Staff recently had a study conducted to determine the
methods and ability of the City to raise the grade of the City-owned land immediately north
of the southernmost boundary of Subareas One, Two and Three. The stockpile fill material
will be used to raise the site. The estimated cost to raise the site is $550,000. Ohio
University agrees to pay half of the cost to raise the site.
• In addition, subsequent to Council's last meeting, Ohio University and OhioHealth
announced an expansion of their training partnership. Their new 25 -year agreement will
enable Ohio University medical students and newly graduated doctors to be placed
throughout the OhioHealth system for training.
Memo re Ordinance 22 -12 — Ohio University EDA
April 20, 2012
Page 2 of 2
Recommendation
Staff recommends Council approve Ordinance 22 -12 providing certain incentives and authorizing
the execution of the proposed EDA, including any additional direction and desired changes of City
Council. Ohio University's desire to establish an extension medical school campus, an education
and research campus, as well as other economic, education and research development related
initiatives is uniquely aligned and compatible with Dublin's vision and desire to promote medical,
biosciences and healthcare services industries /clusters and potential for a research park all within
Dublin's research and development corridor. Please address any questions to Legal Counsel or
Dana McDaniel.
Office of the City Manager
1
ity of Dublin Pho 614 - 1 410.4 00 • Fax:b614 -0410 -4490 1090
Memo
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manages - X -
Date: April 5, 2012
Initiated By: Dana McDaniel, Deputy City Manager /Director of Economic Development
Re: Ordinance No. 22 -12, Authorizing the Provisions of Certain Incentives to Ohio
University to Establish an Extension Medical School, Education and Research
Summary
Attached is Ordinance No. 21 -12 authorizing the provisions of certain incentives to Ohio University
to establish an extension of the College of Osteopathic Medicine and an education and research
campus. Such authorization is in the form of a proposed Economic Development Agreement (EDA)
between the City of Dublin and Ohio University, also attached.
Background
In early 2005 and again in 2011, City Council authorized the acquisition of a total of three (3)
parcels of land south of SR 161 /Post Road and west of the US 33 /SR 161 consisting of Subarea
One, Subarea Two, Subarea Three and the Nestle Expansion (See Exhibit A of the attached EDA).
The parcels were acquired because of their importance in preserving the City's economic
development opportunities in the area near the US 33 /SR 161 /Post Road interchange and the
larger area within Dublin. The City has continuously planned for and improved the utilities and
other infrastructure relative to this site and the immediate area which will soon be certified as a
Job Ready Site by the State of Ohio.
Council may recall that the key initiative regarding the purchase of this acreage was to ultimately
develop a research park, previously referred to as the Central Ohio Innovation Center (COIC). As
early as 2004, prior to the acquisition of these parcels, the City worked with O'Brien /Adkins
Associates (OBA). OBA is most known for their master planning of the Research Triangle Park in
North Carolina. Certain key observations /recommendations regarding the establishment of a
research park were made by OBA:
• Will need to be developed as a partnership between private, university, not - for - profit and
government sectors.
• Technology development, i.e. medical and biotech, information technology, computer/
electronics, software, are typical drivers of research park development.
• One or more research institutions should serve as an anchor due to level of researcher/
administrators (PhD), publicly funded research and technology transfer programs.
• Critical infrastructure i.e. utilities, transportation, fiber optics, robust /redundant electrical
service, predictive path to regulatory approval and reasonable land costs.
In late 2011, staff presented the findings of the Battelle Technology Partnership Practice's Custer
Memo re Ordinance 22 -12— Ec. Dev. Incentive -Ohio University
April 5, 2012
Page 2 of 4
Based EconomicDeveiopmentStrategy. The Battelle study cited medical biosciences and
healthcare services as an emerging cluster in Dublin that is gaining strength. The various
strategies proposed by the Battelle study would support growing this cluster, among others. Ohio
University's existing and expanding relationship with Ohio Health and other hospital systems in
Central Ohio, as well as, associated research and education is also conducive to the idea of
developing this cluster.
More recently in 2011, City Council passed new zoning regulations and re -zoned the area including
the City owned property as part of the Economic Advancement Zone Plan. This plan incorporated
the concepts set forth by OBA and Battelle and will set the conditions to promote the development
more aligned to research, high tech manufacturing and other supportive and /or related commercial
uses. The plan readily supports both existing and strong clusters found in Dublin as well as
emerging clusters the City desires.
City staff has been in discussions with Ohio University regarding the establishment of a branch of
the Heritage College of Osteopathic Medicine. Additionally, Ohio University desires to establish a
research and education campus. The City of Dublin has been in competition for this opportunity
with other sites in Central Ohio to include incentives offered by other jurisdictions. Staff proposes
the attached EDA for Council's consideration as a means to induce Ohio University to
invest in, establish and potentially expand operations within the City of Dublin
providing significant value to the City's emerging bioscience and healthcare cluster,
anchoring the City's research area and ultimately growing jobs.
Dr. Pam Benoit, Executive Vice President and Provost of Ohio University will be present at the April
9th Council meeting to speak to the vision of Ohio University's future presence in Dublin.
Given previous opportunities to develop the City owned land, many lessons have been learned and
City Council has great familiarity with such opportunities and associated EDAs. Therefore, Staff and
Legal Counsel have negotiated the terms of this proposed EDA in light of those lessons learned
and have incorporated those into the EDA. The following provides a very general summation of
key points of the proposed EDA and are by no means all inclusive:
Ohio University Property
Ohio University agrees to purchase two existing buildings and associated land (approximately 15
acres) from 7001 Post Road, LLC, known as 7001 and 7003 Post Road (see Exhibit B, Ohio
University Property) and make the necessary design and renovations for the purpose of opening
and operating a branch of the College of Osteopathic Medicine.
Conveyance of City Land (Article IV, pp. 14 -21)
The land surrounding the Ohio University Property, currently owned by the City of Dublin and
previously identified in Exhibit A of the EDA, is broken down into three subareas, Subarea One,
Subarea Two and Subarea Three, as identified in Exhibit A of the EDA (Also see definitions Article
I, p. 3). The City agrees to convey Subareas One and Two and portions of Subarea Three to Ohio
University under certain conditions and processes as generally described below:
Subarea One: The City would agree in the EDA to convey Subarea One to Ohio University
Memo re Ordinance 22 -12— Ec. Dev. Incentive -Ohio University
April 5, 2012
Page 3 of 4
once it acquires the Ohio University Property, as described above. The EDA requires a re-
conveyance of the property to the City should Ohio University fail to meet the Subarea One
development requirements that must be achieved by September 1, 2015. This includes the
purchase, design and renovation of the Ohio University Property and the opening and
operation of the College of Osteopathic Medicine. The requirement to re- convey the
property to the City is built in to insure that the City can gain back control of the property
within a reasonable time frame should Ohio University not execute its commitment to
establish operations.
• Subarea Two: The City would agree in the EDA to convey Subarea Two (See Exhibit B of
the EDA) to Ohio University upon the preparation, submission and the City's approval of a
master plan for the Property (Subareas One, Two and Three) that complies with the EAZ
and Dublin's associated codes and ordinances and the opening and operation by Ohio
University of the College of Osteopathic Medicine on the Ohio University Property. This is to
be accomplished no later than December 31, 2018. Ohio University may submit a project to
Dublin for its review and approval prior to December 31, 2018.
• Subarea Three: The EDA proposes that Dublin will retain ownership of Subarea Three.
Subarea Three will consist of commercial office development, with a focus on attracting
research and development, medical and /or hotel and conference center uses, any of which
will be supportive to Ohio University or any surrounding development and will be taxable
for purposes of real property taxation. Ohio University can propose to Dublin any project
for Subarea Three on or before December 31, 2018. If Dublin determines, in its sole
discretion, that such a project had not previously been proposed to Dublin and that the
project is supportive of the overall development of the area, Dublin agrees that it will enter
into negotiations with the project for the conveyance of such portions(s) of Subarea Three
as may be required to facilitate that project. If Dublin successfully completes that
conveyance and the project is successfully constructed and opened for operation, Dublin
agrees to remit to Ohio University an amount equal to the Subarea Three payment (50 %).
Likewise, Dublin can advance such projects for Subarea Three that are again, in Dublin's
sole discretion, appropriate for Subarea Three and if the project is successfully constructed
and opened for operation, Dublin, in this case, will not be required to remit to Ohio
University an amount of the Subarea Three payment.
Provision Relating to Zoning (Section 4.5, p 17)
Ohio University acknowledges that both the Property and the Ohio University Property are zoned
within the EAZ and will be developed in accordance with any applicable Code requirements.
Construction of the Public Improvements (Article V, pp 23 -26)
Dublin shall pay, or cause to be paid, all costs incurred in connection with the financing,
acquisition, construction, improvement and maintenance of public improvements such as public
roadways and utilities. Ohio University will convey or dedicate, at no cost to the City, property
necessary for public rights of way and or permanent easements to accommodate such public
improvements. The concept of the anticipated road network is shown in Exhibit C of the EDA. The
interchange improvements are shown for illustrative purposes only.
Memo re Ordinance 22 -12— Ec. Dev. Incentive -Ohio University
April 5, 2012
Page 4 of 4
Tax Increment Financing (Article VI, pp 27 -32)
The EDA provides that Dublin, at its sole cost and expense, shall undertake a tax increment
financing pursuant to the TIF Statute to facilitate the construction of the Public Improvements.
Dublin City Council will pass, at a later date, a TIF Ordinance pursuant to the TIF Statute thereby
exempting from taxation any improvements to the property and requiring the current and future
property owners to pay service payments in lieu of taxation in respect of the improvements
exempted from taxation. Dublin acknowledges that Ohio University is generally exempt from
paying real property taxes. Dublin and Ohio University agree that passage of the TIF Ordinance
and authorization of the TIF Exemption will only be applicable to real property which is otherwise
subject to real property taxation. Ohio University hereby agrees to make service payments in lieu
of taxes attributable to its period of ownership of the Property and in accordance with the TIF
Statute, the TIF Ordinance and any subsequent amendments or supplements thereto.
Events of Default and Remedies (Article VII, pp. 33 -37)
This article addresses and provides for a commitment by both Parties to expeditiously seek
remedies and follow certain process in the event of any default in or breach of the Agreement, or
any of its terms or conditions, in order to return property to the City in a timely manner.
Again, the above is only a brief description of the key points of the proposed EDA. Please refer to
the EDA itself for more detail.
Recommendation
Staff recommends Council pass Ordinance 21 -12 providing certain incentives and authorizing the
execution of the proposed EDA to include any additional direction and desired changes of City
Council. Ohio University's desire to establish an extension medical school campus, an education
and research campus, as well as other economic, education and research development related
initiatives is uniquely aligned and compatible with Dublin's vision and desire to promote medical,
biosciences and healthcare services industries /clusters and potential for a research park all within
Dublin's research and development corridor. Please address any questions to Legal Counsel or
Dana McDaniel.
to
HERITAGEAL01hLEGE OF OSTEOPATHIC MEDICINE
ECONOMIC DEVELOPMENT AGREEMENT
THIs ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into
this 24 day of May, 2012 (the "Effective Date "), by and between the CITY OF DUBLIN, OHIO
( "Dublin "), a municipal corporation duly organized and validly existing under the Constitution
strategy approved by Dublin City Council Resol on �i. 30 -04 adopted on July 6, 2004, Dublin
desires to encourage development and pr id or the creation of employment opportunities
within Dublin's research and devel
; and
Advancement Zone (the "EAZ"); and
WHEREAS, Dublin is the owner of three parcels of real property (collectively,
approximately 97 acres) located in Dublin (with those parcels individually referred to herein as
"Subarea One ", "Subarea Two", and "Subarea Three ", which Subareas are collectively referred
to herein as the "Property" and are generally depicted on EXHIBIT A attached hereto and
Property (with that parcel referred to herein as the "Ohio University Property ", which real
interests of Dublin to convey the Property to Ohio University for the purpose of creating j obs and
-2-
employment opportunities and to improve the economic welfare of the people of the State of
Ohio and Dublin as authorized in Article VIII, Section 13 of the Ohio Constitution; and
WHEREAS, the Parties have determined to enter into this Agreement to induce Ohio
"City Manager" means the City Manager of Dublin.
"Director ofLaw" means the Director of Law of Dublin.
"Dublin" means the City of Dublin, Ohio.
"Effective Date" means the date as defined in the preambles of this Agreement.
-3-
"Escrow Agent' ' means Venture Title Agency, Inc. (d /b /a AmeriTitle Downtown) which
shall serve as the escrow agent for Dublin and Ohio University in connection with the Property
Closing.
"Escrow Agreement" means an escrow agreement to be executed among the Parties and
the Escrow Agent in a form reasonably acceptable to the Parties and, among other thing , ill
provide for the reconveyance of Subarea One to Dublin if the Subarea One Development
Requirements are not satisfied by September 1, 2015.
University's Heritage College of Osteopathic Medicine to b . loc ed,�Yn the Ohio University
Property in Dublin.
"Hotel /Conference Center Site" means th o ern portion of Subarea Three, containing
not less than acres, which is intended by Pa * es to be a Subarea Three Ohio University
Development Project that will be owned, to ed and managed by Ohio University as a hotel
and conference center.
"Notice Address" mea
as to Dubli City of Dublin, Ohio
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: City Manager
Stephen J. Smith, Esq.
Ice Miller LLP
250 West Street
Columbus, Ohio 43215
as to Ohio University: Ohio University
Cutler Hall 209
Athens, Ohio 45701
Attention: Vice President for Finance and Administration
copy to: Daniel J. Kayne, Esq.
in
Kayne Law Group
612 Park Street
Suite 200
Columbus, Ohio 43215
"Ohio University" means Ohio University, an instrumentality of the State.
satisfactory to the Director Law and Ohio University and pursuant to which the Property may
be conveyed. As onte may require herein, "Property Deed' shall also mean the one or
more good, suff c t and recordable general warranty deeds for a specific portion of the
"Property Title Commitment" shall have the meaning set forth in Section 4.6(d).
"Property Title Company" means Venture Title Agency, Inc. (d /b /a AmeriTitle
Downtown), located in Columbus, Ohio.
-5-
"Property Title Insurance Policy" means an owner's policy of title insurance relating to
the Property and issued by the Property Title Company.
"Public Improvements" means, collectively, the public roadway improvements and
development, medical and /or hotel and conference center uses, any of which will be supportive
to Ohio University or any surrounding development and (c) be taxable for purposes of real
W
property taxation; provided, however, Dublin agrees that a development which is not taxable for
purposes of real property taxation will not be disallowed by this sentence if the then owner of the
underlying real property upon which development is to be constructed executes an agreement
with Dublin pursuant to which such owner agrees that it will pay, or cause to be paid, annually to
succeeding to their functions, duties or responsibilities pursuant to or by operation of law or
lawfully performing their functions.
-7-
Any reference to a section or provision of the Constitution of the State, or to a section,
provision or chapter of the Ohio Revised Code shall include such section, provision or chapter as
modified, revised, supplemented or superseded from time to time; provided, that no amendment,
in
ARTICLE II
GENERAL AGREEMENT AND TERM
Section 2.1 General Agreement Among Parties For the reasons set forth in the
Recitals hereto, which Recitals are incorporated herein by reference as a statement of the
recordation, provide, without charge, photocopies of the recorded and date - stamped
Memorandum of Agreement to Dublin.
END OF ARTICLE II)
W
-10-
ARTICLE III
REPRESENTATIONS AND COVENANTS OF THE PARTIES
Section 3.1 Representations and Covenants of Dublin Dublin represents and
covenants that:
to constitute this Agreement, and the covenants and agreements of Dublin contemplated herein
are v �� n ending obligations of Dublin, enforceable in accordance with their terms.
V
There is no litigation pending or to its knowledge threatened against or by Dublin
wherein an unfavorable ruling or decision would materially adversely affect Dublin's ability, to
carry out its obligations under this Agreement.
(f) It will do all things in its power in order to maintain its existence or assure the
assumption of its obligations under this Agreement by any successor public body.
-11-
(g) The Authorizing Legislation has been duly passed and shall be in full force and
effect on the earliest date permitted by law.
Section 3.2 Representations and Covenants of Ohio University Ohio University
represents and covenants that:
(a) It is an instrumentality of the State.
(b) It is not in violation of or in conflict with any provisions of the jaws e State
or of the United States of America applicable to Ohio University whichjftuNkLmjalr its ability
to carry out its obligations contained in this Agreement.
University's ability to carry out its obligations under this Agreement.
(f) It will do all things in its power in order to maintain its existence or assure the
assumption of its obligations under this Agreement by any successor entity, unless State of Ohio
-12-
action would cause a substantial impairment which affects the contractual relationship, and such
substantial impairment is found by a court of competent jurisdiction to be reasonable and
necessary to serve the State of Ohio's interest.
END OF ARTICLE III)
-13-
ARTICLE IV
CONVEYANCE AND DEVELOPMENT OF PROPERTY
Section 4.1 General The Parties agree that the Property shall be conveyed in
accordance with this Article IV.
(b) Form of Reco yance Property Deed(s) Contemporaneous to the delivery by
of O n ��. sity conveying to Dublin good and marketable fee simple title to Subarea One
(co ti y, the "Subarea One Reconveyance Deed'), and subject to all conditions, covenants,
and restrictions set forth or referred to herein. If Ohio University shall fail to satisfy the Subarea
One Development Requirements by September 1, 2015, then Dublin shall be entitled to direct the
Escrow Agent to record the Subarea One Reconveyance Deed in the Deed Records of Franklin
County, Ohio or Union County, Ohio, as applicable.
-14-
(c) Development of the Heritage College of Osteopathic Medicine Promptly
following the conveyance by Dublin of Subarea One to Ohio University, Ohio University shall
proceed in good faith and with all reasonable dispatch to design, renovate and develop the Ohio
Requirements, execute and deliver to the Escrow Agent (for contemporaneous delivery to Ohio
Univ itional real estate transfer documents, including, without limitation, the Property
Dee r Subarea Two duly executed by an authorized official of Dublin conveying to Ohio
University good and marketable fee simple title to Subarea Two, and subject to all conditions,
covenants, and restrictions set forth or referred to herein. The Parties agree that if Ohio
University proposes to Dublin a project in Subarea Two prior to the satisfaction of the Subarea
-15-
Two Conveyance Requirements, Dublin may in its sole discretion determine to convey to Ohio
University such portion(s) of Subarea Two for the purpose of facilitating the development of
such a project.
Section 4.4 Conveyance and Development of Subarea Three
(b) Development of Subarea Three by Ohio University Ohio University shall be
entitled to propose to Dublin any Subarea Three Ohio Univ sity lopment Project on or
before December 31, 2018. After a reasonable period of ti r quired to fully evaluate such a 4
Project, Dublin shall be entitled to determine in ids s discretion whether such Project (a) had
previously been proposed to Dublin (by some p of r than Ohio University) and (b) would be
supportive of the overall development in t re . If Dublin determines in its sole discretion that
such Project had not previously been o ed o Dublin and that such Project will be supportive
of the overall development of area, Dublin agrees that it will enter into negotiations with the
Subarea Three Ohio Univ si Project User for the conveyance of such portions(s) of Subarea
Three as may br d to facilitate that Project. If Dublin successfully completes that
conveyance a roject is successfully constructed and opened for operation, Dublin agrees
that consideration for Ohio University's contribution to promoting the overall
dev nt and success of Subarea Three, remit to Ohio University an amount equal to the
Subarea Three Payment.
Notwithstanding the foregoing provisions of this Section 4.4 to the contrary, Ohio
University may develop the Hotel /Conference Center Site in partnership with an independent,
-16-
third -party development /management company. Upon Ohio University's satisfaction of the
requirements set forth in this Section 4.4(b) with respect to the Hotel /Conference Center Site,
Dublin shall deposit the required Property Deed(s) with the Escrow Agent and Ohio University
Section 4.4(b) are satisfied.
Section 4.5 Provision Relating to Zoning Ohio University acknowledges that both
the Property and the Ohio University Property are zoned within the EAZ and will be developed
-17-
in accordance with any applicable Code requirements. Dublin, pursuant to Ordinances No. 22-
11, No. 32 -11 and No. 36 -11 developed a Plan, Code and Rezoning for the EAZ to facilitate
zoning districts that set high quality design and development requirements to ensure that
buildings and uses in the EAZ will adhere to uniform provisions that address the unique needs
Section 4.6 General Provisions Relating to the
(a) Form of Property Deeds The conveyance and title for twproperty shall, in
University, which acceptance shall not be unreasonably delayed, conditioned or withheld;
SM
(ii) The covenants contained herein which are by the terms of this Agreement
required to be covenants running with the land;
(iii) Unpaid taxes and assessments, not delinquent;
(iv) Zoning ordinances;
(whether by direct payment or as a result of proration at the Property Closing) for any time
period prior to the applicable Property Closing Date and Ohio University shall be entitled to any
-19-
refund for real estate taxes paid by Ohio University (whether by direct payment or as a result of
proration at the Property Closing) for any time period after the applicable Property Closing Date.
If any such refund is paid directly to Ohio University or credited to Ohio University on
subsequent tax bills, then Ohio University shall promptly pay such amounts to Dublin
Property Survey required hereunder shall be certified to Ohio University, the Property Title
Company, and to Dublin.
-20-
(f) Property Closing and Escrow Agent
(i) The conveyance of the Property shall be closed in Escrow with the Escrow
Agent. This Agreement, together with the Escrow Agent's usual conditions of
acceptance, shall serve as Escrow instructions for such Property Closing; provided,
(ii) In connection with the Property Closi fol iS rea One, Dublin shall
Records of Franklin County, Ohio or Union County, Ohio, as applicable.
-21-
(iv) All documents necessary for the completion of the Property Closings shall
be deposited with the Escrow Agent on or before fifteen (15) days before the Property
Closing Date. In the event that any conditions precedent to the Property Closing have not
been satisfied, or have not been waived in writing, the Property Closings may be
specifically stated in the warranties set forth in the Property Deed(s), Dublin hereby specifically
provided by Dublin relating to the physical condition of the Property. In the event that Ohio
University's investigation reveals an objectionable or unacceptable physical condition on the
-22-
Property, as determined in its sole discretion, then its obligation to purchase the Property and to
develop and /or construct the Heritage College of Osteopathic Medicine thereon shall be
eliminated. Ohio University further acknowledges that the information provided and to be
and with all faults, and Ohio University expressly acknowledges that, in °consideration of the
mitigation.
-23-
END OF ARTICLE IV)
-24-
ARTICLE V
DEVELOPMENT OF THE HERITAGE COLLEGE OF OSTEOPATHIC
MEDICINE AND THE RELATED PUBLIC IMPROVEMENTS
Section 5.1 Construction of the Heritage College of Osteopathic Medicine Upon
and subject to the terms and conditions of this Agreement and in consideration of blin's
agreements set forth herein, Ohio University agrees to finance, acquire, const ct, i ve,
develop and commence operation of the Heritage College of Osteopathi ici e. Ohio
University shall use its best efforts to cause the construction of t ie ek ge College of
municipal and other governmental statutes, laws, rules, orders, regulations,
judgments, decrees and injunctions of any court, board, agency, commission, office
or other authority of any nature whatsoever for any governmental unit (federal, state, county,
district, municipal, city or otherwise) whether now or hereafter in existence affecting the
Property or any part thereof, or the construction, use, alteration or operation thereof, or any part
-25-
thereof, whether now or hereafter enacted and in force, and all permits, licenses and
authorizations and regulations relating thereto, and all covenants, agreements, restrictions and
encumbrances contained in any instruments, either of record or known to Ohio University, at any
time in force affecting the Property or any part thereof
upon and subject to the terms and conditions of this Agreement and in consideration of Ohio
purpose of paying the costs of those Public Improvements.
-26-
(c) Prior to undertaking any such Public Improvements, and at Dublin's option,
Dublin shall reserve from its conveyance of the Property to Ohio University, and Ohio
University shall convey or dedicate to Dublin with respect to the Property or any other real
University's obligations to convey or dedicate property necessary for public rights of way and to
make Service Payments as described herein), Ohio University shall have no responsibility with
-27-
respect to the financing, acquisition, construction, improvement and maintenance of the Public
Improvements.
(e) EXHIBIT C (attached hereto and incorporated herein by reference) is a schematic
of the public road network which shall include but not be limited to proposed curb cuts, rights of
ARTICLE VI
TAX INCREMENT FINANCING
Section 6.1 General Provision Relating to Tax Increment Financing The Parties
agree that Dublin, at its sole cost and expense, shall undertake a tax increment financing pursuant
Section 6.4 Service Payments The provisions of this Section 6.4 are, in all
respects, subject to the provisions of Section 6.3 above. Ohio University hereby agrees to make
service payments in lieu of taxes (the "Service Payments ") attributable to its period of ownership
-29-
of the Property, all pursuant to, in accordance with and to the extent required by the TIF Statute,
the TIF Ordinance and any subsequent amendments or supplements thereto.
Service Payments will be made semiannually to the Franklin County Treasurer or the
5703.47 or any successor provisions thereto, as the same may be amended fr time to time.
Service Payments will be made in accordance with th reg . rents of the TIF Statute
TIF Ordinance and will be in the same amount as he ea property taxes that would have
harged and payable against the Improv e (after credit for any other payments
I by Dublin under Ohio Revised Code S ion 19.302, 321.24, 323.152 and 323.156, or
;cessor provisions thereto, as the e ay be amended from time to time, and are
l to herein as the "Property b ck Payments ") had the TIF Exemption not been
including any penaltie nd interest. Ohio University will not, under any circumstances
ired for any tax ye to ay both real property taxes and Service Payments with respect to
�rovement r pursuant to Ohio Revised Code Section 5709.42 or this Agreement.
Ohio sity will not, under any circumstance, be required for any tax year to pay
nts with respect to any Improvements which are exempt from real property
i rsuant to any section of the Ohio Revised Code other than the TIF Statute.
Section 6.5 Declaration of Covenants; Priority of Lien It is intended and agreed,
and it will be so provided by Ohio University in a declaration relating to the Property (the
"Declaration ") that the covenants provided in Sections 6.3, 6.4, 6.5, 6.6, 6.10 and 6.11 of this
-30-
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 Dublin and
any third party beneficiaries against any owner of a portion of the Property with respect to that
covenants will remain in effect for the full period of exemption permitted in accordance with the
the lien described in` Kbio Revised Code Section 323
11 including, but not limited to, the priority
will apply to this Agreement and to the
ection 6.6 Exemption Applications Dublin and Ohio University 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 Dublin to collect Service Payments
with respect to the Property. Dublin will perform such acts as are reasonably necessary or
-31-
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 Exemption or the Service
purchaser, mortgagee or lessee of such portion of the Property, a certificate stating that with
respect to such portion of the Property, if the same is true: (a) that this Agreement is in full force
-32-
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 6.10 Tax Incentive Review Council Ohio University agrees to cooperate in
-33-
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 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 either Party
other commence its actions to cure or remedy said breach within said thirty (30) day period, and
proceed diligently thereafter to cure or remedy said breact In case such action is not taken or
not diligently pursued, or the default or breac 11 no be cured or remedied within a
reasonable time, the aggrieved party may ins
desirable in its opinion to cure and
proceedings to compel specific perfor nce by
Section 7.2 Termination by Dublin
proceedings as may be necessary or
or breach, including, but not limited to,
party in default or breach of its obligations.
In the event
any default or failure referred to in the aforesaid subdivisions (a) or (b) of this Section 7.2 shall
not be cured or remedied within thirty (30) days after the date of written demand by Dublin, then
the Agreement and all rights of Ohio University under the Agreement shall be terminated at the
-34-
option of Dublin. In the event of any such termination, Ohio University shall not have any
further rights under this Agreement.
In the event that any judicial body having authority in the premises renders any order or
decision or takes such other action which enjoins or prevents Dublin from tendering conveyance
or possession of the Property or any part thereof in the manner and condition provided in this
Agreement, and such order or decision does not find that Dublin knowingly e )(Ocuted this
Agreement without proper legal authority, then this Agreement may, t , o ion of Ohio
University, be canceled in its entirety or canceled with respect to that portion of the Property not
diligently and in good faith contesting such lien, unless or until Dublin determines, and delivers
-35-
written notice to Ohio University, that the continuation of the lien will jeopardize Subarea One or
part thereof, or
(b) There is, in violation of this Agreement, any transfer of Subarea One or any part
thereof, and such violation shall not be cured within ninety (90) days after written demand by
k
in the Official Records of Franklin County, Ohio and Union County, Ohio, as applicable upon
Ohio University shall not have any further rights under this Agreement.
Section 7.5 Other Rights and Remedies; No Waiver by Delay Dublin and Ohio
University shall each have the right to institute such actions or proceedings as it may deem
-36-
desirable for effectuating the purposes of, and its remedies under, this Agreement; provided, that
any delay by either party in instituting or prosecuting any such actions or proceedings or
otherwise asserting its rights under this Agreement shall not operate as a waiver of such rights or
by the default involved); nor shall any waiver in fact made by either parry with respect to any
specific default by the other parry under this Agreement be co sid :ed or treated as a waiver of
freight embargoes, unavailability of materials, strikes or delays of contractors, subcontractors or
materialmen but not including lack of financing capacity; it being the purpose and intent of this
-37-
paragraph that in the event of the occurrence of any such enforced delay, the time or times for
performance of such obligations shall be extended for the period of the enforced delay; provided,
however, that the Party seeking the benefit of the provisions of this Section 7.6 shall within
fourteen (14) days after having actual knowledge of the beginning of such enforced delay, notify
the other Party in writing thereof and of the cause thereof and of the duration ther ff a
continuing delay and cause, the estimated duration thereof, and if the delay is onti on the
date of notification, within thirty (30) days after the end of the delay,
writing of the duration of the delay.
'arty in
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Assignment This Agreement may not be assigned without the prior
written consent of all non - assigning Parties.
Section 8.2 Binding Effect The provisions of this Agreement shall be binding upon
officer, agent or employee of Dublin or Ohio University other than in his or her official capacity,
and neither the members of the legislative body of Dublin, the trustees of Ohio University, nor
any official executing this Agreement shall be liable personally under this Agreement or be
-39-
subject to any personal liability or accountability by reason of the execution thereof or by reason
of the covenants, obligations or agreements of Dublin and Ohio University contained in this
Agreement.
Section 8.7 Governing Law This Agreement shall be governed by and construed in
deemed to have been received when the return receipt is signed or refused. Any process,
pleadings, notice of other papers served upon the Parties shall be sent by registered or certified
.M
mail at their respective Notice Address, or to such other address or addresses as may be
furnished by one party to the other.
Section 8.10 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
-41-
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
respective names by their duly authorized representatives, all as of the date first written above.
CITY OF DUBLIN, OHIO
By: 1
Printe
Title:
I:3
-42-
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
respective names by their duly authorized representatives, all as of the date first written above.
OHIO UNIVERSITY
-43-
FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City of Dublin, Ohio under the foregoing
Agreement, certifies hereby that the moneys required to meet the obligations of the City during
Fiscal Year 2012 under the foregoing Agreement have been appropriated lawfully for that
..
FISCAL OFFICER'S CERTIFICATE
The undersigned, of Ohio University under the foregoing Agreement,
certifies hereby that the moneys required to meet the obligations of the University during Fiscal
Year 2012 under the foregoing Agreement have been appropriated lawfully for that purpose, and
-45-
EXHIBIT LIST
EXHIBIT A Depiction of Property
EXHIBIT A
DEPICTION OF PROPERTY
EXHIBIT A
n
Pr' ►tY r
15.1 a
Subarea Three
25.2 ac.
Subarea Un �
45.4 ac.
Subarea Two
25.9 ac.
A I
4
�,I
Not City -owned
49.4 ac.
LEGEND
Subarea One
0
Subarea Two
Subarea Three
Not City -owned
0 125 257 570
4.r1.tc.
® Fee[
Nate: RJgP
o—way to be ocenrinm
as part ar Master Plan.
n
Pr' ►tY r
15.1 a
Subarea Three
25.2 ac.
Subarea Un �
45.4 ac.
Subarea Two
25.9 ac.
A I
4
�,I
EXHIBIT C
DESCRIPTION OF PUBLIC IMPROVEMENTS
.n
DEPICTION OF PUBLIC IMPROVEMENTS
C -2
10:4:11:]118 W,
MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT
D -1
2. The Agreement provides that, subject to certain conditions, the City will finance
and construct various Public Improvements which will support the development of the Property.
D -2
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Economic Development Agreement as of the day and year first written.
CITY OF DUBLIN, OHIO
Printed: Ank
Title: �" D` rec of Finance
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
STATE OF OHIO l
Notary Public
D -3
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Economic Development Agreement as of the day and year first written.
OHIO UNIVERSITY
EXHIBIT A
DEPICTION OF PROPERTY
EXHIBIT A
n
Pr' ►tY r
15.1 a
Subarea Three
25.2 ac.
Subarea Un �
45.4 ac.
Subarea Two
25.9 ac.
A I
4
�,I
Not City -owned
49.4 ac.
LEGEND
Subarea One
0
Subarea Two
Subarea Three
Not City -owned
0 125 257 570
4.r1.tc.
® Fee[
Nate: RJgP
o—way to be ocenrinm
as part ar Master Plan.
n
Pr' ►tY r
15.1 a
Subarea Three
25.2 ac.
Subarea Un �
45.4 ac.
Subarea Two
25.9 ac.
A I
4
�,I
ECONOMIC DEVELOPMENT AGREEMEN /
by and between
CITY OF DUBLIN, OHIO
•
and
;V
OHIO UNIVERSITY
relating to
HERITAGE CEGE OF OSTEOPATHIC MEDICINE
dated
MAY 24, 2012
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the `Agreement') is made and entered into
this 24 day of May, 2012 (the "Effective Date "), by and between the CITY OF DUBLIN, OHIO
("Dublin"), 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 OHIO UNIVERSITY ( "Ohio
University" and collectively with Dublin, the `Parties'), an instrumentality of the State; under
the circumstances summarized in the following recitals (the capitalized terms not defined in the
recitals are being used therein as defined in Article I hereof).
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, Dublin
desires to encourage development and provide for the creation of employment opportunities
within Dublin's research and development corridor; and
WHEREAS, Ohio University desires to establish an extension medical school campus, an
education and research campus, as well as other economic, education and research development
related initiatives, a� fi'Dublin's research and development corridor; and
Tublin has determined that the development and operation of an extension
University's Heritage College of Osteopathic Medicine and associated
research facilities will be compatible with and an enhancement to Dublin's
medical, biosciences and healthcare services industries as envisioned in Dublin's Economic
Advancement Zone (the "EAZ'); and
WHEREAS, Dublin is the owner of three parcels of real property (collectively
approximately 97 acres) located in Dublin (with those parcels individually referred to herein as
"Subarea One ", "Subarea Two ", and "Subarea Three ", which Subareas are collectively referred
to herein as the "Property" and are generally depicted on EXHIBIT A attached hereto and
incorporated herein by reference); and
WHEREAS, Ohio University has entered into a real estate purchase contract to acquire an
improved parcel of real property (approximately 44414.847 acres) which is situated adjacent to
the Property (with that parcel referred to herein as the "Ohio University Property " which real
property is generally depicted on EXHIBIT B attached hereto and incorporated herein by
reference); and
WHEREAS, the Parties have determined that their respective strategic visions are uniquely
aligned such that new and additional higher education and economic development capacities will
be realized for Dublin, the central Ohio region and the State; and
WHEREAS, the Parties each acknowledge that the development of the extension campus of
the Heritage College of Osteopathic Medicine will create jobs and employment opportunities and
stimulate medical and technological development within Dublin; and
WHEREAS, Dublin has, in consideration of Ohio University's agreement to develop the
extension campus of the Heritage College of Osteopathic Medicine, determined to convey the
Property to Ohio University in accordance with this Agreement; and
WHEREAS, Dublin, by passage of Ordinance No. 42 on April 23, 2012 (the
Authorizing Legislation "), has determined that it is necessary and appropriate and in the best
interests of Dublin to convey the Property to Ohio University for the purpose of creating jobs and
-2-
employment opportunities and to improve the economic welfare of the people of the State of
Ohio and Dublin as authorized in Article VIII, Section 13 of the Ohio Constitution; and
WHEREAS, the Parties have determined to enter into this Agreement to induce Ohio
University to proceed with development of the extension campus of the Heritage College of
Osteopathic Medicine and a related education and research campus as well as other economic .
education and research development related initiatives thereby creating jobs and promoting
medical and technological development within Dublin;
Now THEREFORE, in consideration of the premises and covenants contained herein, and
to induce Ohio University to proceed with the development of the extension campus of the
Heritage College of Osteopathic Medicine, the Parties hereto agree and obligate themselves as
follows:
ART I
FI TIONS
Section 1.1 Use of Dermed Ter S . In addition to the words and terms defined
elsewhere in this Agreement or by reference to another document, the words and terms set forth
in Section 1.2 shall have the meanings set forth in Section 1.2 unless the context or use clearly
indicates another meaning or intent.
Section 1.2 Definitions. As used herein:
Agreement' means this Economic Development Agreement by and between Dublin and
Ohl? University and dated as of the Effective Date.
"City Manager" means the City Manager of Dublin.
�n��sniasrtnrrs�w� �arrisa
-3-
"Director ofLaw" means the Director of Law of Dublin.
"Dublin" means the City of Dublin, Ohio.
"Effective Date" means the date as defined in the preambles of this Agreement.
"Escrow Agent" means Venture Title Agency Inc. (d/b /a AmeriTitle
Downtown) which shall serve as the escrow agent for Dublin and Ohio University in connection
with the Property Closing.
"Escrow Agreement" means an escrow agreement to be executed among the Parties and
the Escrow Agent in a form reasonably acceptable to the Parties and, among other things, will
provide for the reconveyance of Subarea One to Dublin if the Subarea One Development
Requirements are not satisfied by September 1, 2015.
"Heritage College of Osteopathic Medicine" means an extension campus of Ohio
University's Heritage College of Osteopathic Medicine to be located on the Ohio University
Property in Dublin.
"HotelfConference Center Site" means the northern portion of Subarea Thr ee. containing
not less than acres, which is intended by the Parties to be a Subarea Three Ohio University
Development Project that will be owned, developed and managed by Ohio University as a hotel
ans:
City of Dublin, Ohio
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: City Manager
copy to: Stephen J. Smith, Esq.
Ice Miller LLP
250 West Street
Columbus, Ohio 43215
-4-
as to Ohio University: Ohio University
Cutler Hall 209
Athens, Ohio 45701
Attention: Vice President for Finance and
Administration
copy to: Daniel J. Kavne, Esa. /y
Kavne Law Group �� II I /n
612 Park Street
Suite 200
Columbus Ohio 4
A#A444iof � 4321
"Ohio University" means Ohio University, an instrumentality of the State.
"Property Closing" means the conveyance of the Property Deed to the Escrow Agent by
Dublin and the payment of the Property Purchase Price by Ohio University. The Parties agree
that there will be a separate Property Closing for the conveyance of (a) Subareas One and 44iree
which will occur contemporaneously and promptly following the Effective Date -axd (b) Subarea
Two, which will occur later and upon satisfaction of the Subarea Two Conveyance Requirements
and (c) Subarea Three, or portions thereof, which will occur later and in accordance with the
terms and conditions set forth herein for the development of Subarea Three, or any particular
portion thereof �
"Property Closing Date" means the dates on which the Property Closings occur.
"Property Deed" means, collectively, one or more good, sufficient and recordable general
warranty deeds for each of the parcels comprising the Property, each in a form reasonably
satisfactory to the Director of Law and Ohio University and pursuant to which the Property may
be conveyed. As the context may require herein, Property Deed" shall also mean the one or
more good, sufficient and recordable general warranty deeds for a specific portion of the
Property (i.e. a portion of Subarea One, Two or Three).
-5-
"Property Purchase Price" means Ten Dollars ($10.00).
"Property Survey" shall have the meaning set forth in Section 4.6(e).
"Property Title Commitment" shall have the meaning set forth in Section 4.6(d).
"Property Title Company" means Venture Title Agency,
AmeriTitle Downtown l. located in Columbus, Ohio.
"Property Title Insurance Policy" means an owner's policy of title insurance relating to
the Property and issued by the Property Title Company.
"Public Improvements" means, collectively, the public roadway improvements and
utilities generally depicted and described on EXHIBIT C which is attached hereto and
incorporated herein by reference. • y
"Service Pavments" shall have the meaning set forth in Section 6.4.
"State" means the State of Ohio.
"Subarea One Development Requirements" means, collectively, the (a) completion by
Ohio University of the design, renovation and development of the Ohio University Property and
(b) opening and operation upon the Ohio University Property of the Heritage College of
Osteopathic Medicine.
"Subarea One Reconveyance Deed" shall have the meaning set forth in Section 4.2(b).
"Subarea Two Conveyance Requirements" means, collectively, (a) the preparation by
Ohio University and submission to Dublin of a master plan for the Property that complies with
the EAZ and Dublin's associated codes and ordinances, (b) the approval by Dublin of such
master plan, which approval will not be unreasonably conditioned, delayed or withheld and (c)
the opening and operation by Ohio University of the Heritage College of Osteopathic Medicine
on the Ohio University Property.
-6-
"Subarea Three Ohio University Development Project" means, collectively, a
development project proposed by Ohio University to Dublin which shall (a) be located within
Subarea Three (b) consist of commercial office development, with a focus on attracting research,
development, medical and /or hotel and conference center uses, any of which will be supportive
to Ohio University or any surrounding development and (c) be taxable for purposes of real
property taxation I :t4 et4 the p r i or 4 4444 ,....t ,.r p4li any .. a il a . i w t a
.. k:A: ..,.t t,. . f 4 r8a . p@14 t g W ill ..,.t provided.
however. Dublin agrees that a development which is not taxable for purposes of real property
taxation will not be disallowed by this sentence if the then owner of the underlying real property
upon which development is to be constructed executes an agreement with Dublin pursuant to
which such owner agrees that it will pay, or cause to be paid, annually to Dublin the aggregate of
the Service Payments which would have been payable pursuant to the TIF Ordinance if such real
property was subject to real property taxation. Without the prior written consent of Dublin, no
retail development will satisfy the requirements of this paragraph.
"Subarea Three Ohio University Development Project User" means the end -user of a
Subarea Three Ohio University Development Project.
"Subarea Three Payment" means an amount equal to fifty percent (50 %) of the
difference of (a) the aggregate sale price at which Dublin conveys the portion(s) of Subarea
Three to a Subarea Three Ohio University Development Project User less any customary costs
incurred by Dublin in connection with that sale, minus (b) the aggregate purchase price paid by
Dublin to acquire those portion(s) of Subarea Three plus any customary costs incurred by Dublin
in connection with that purchase. A Subarea Three Payment may not be less than Zero Dollars
(SO).
-7-
"TIF Ordinance" shall have the meaning set forth in Section 6.2.
"TIF Statute" means Sections 5709.40 through 5709.43 of the Ohio Revised Code and
those sections as each may be amended from time to time.
Section 1.3 Interpretation Any reference in this Agreement to Dublin or Ohio
University or to any officers of Dublin or Ohio University includes those entities or officials
succeeding to their functions, duties or responsibilities pursuant to or by operation of law or
lawfully performing their functions.
Any reference to a section or provision of the Constitution of the State, or to a section,
provision or chapter of the Ohio Revised Code shall include such section, provision or chapter as
modified, revised, supplemented or superseded from time to time; provided, that no amendment,
modification, revision, supplement or superseding section, provision or chapter shall be
applicable solely by reason of this paragraph if it constitutes in any way an impairment of the
rights or obligations of the Parties under this Agreement.
Unless the context indicates otherwise, words importing the singular number include the
plural number, and vice versa; the terms "hereof ", "hereby ", "herein ", "hereto ", "hereunder" and
similar terms refer to this Agreement; and the term "hereafter" means after, and the term
"heretofore" means before, the date of this Agreement. Words of any gender include the
correlative words of the other gender, unless the sense indicates otherwise. References to
articles, sections, subsections, clauses, exhibits or appendices in this Agreement, unless
otherwise indicated, are references to articles, sections, subsections, clauses, exhibits or
appendices of this Agreement.
I"
Section 1.4 Captions and Headings The captions and headings in this Agreement
are solely for convenience of reference and in no way define, limit or describe the scope of the
intent of any article, section, subsection, clause, exhibit or appendix of this Agreement.
(END OF ARTICLE 1)
-9-
ARTICLE II
GENERAL AGREEMENT AND TERM
Section 2.1 General Agreement Among Parties For the reasons set forth in the
Recitals hereto, which Recitals are incorporated herein by reference as a statement of the
public purposes of this Agreement and the intended arrangements among the Parties, the
Parties shall cooperate to facilitate the design, renovation, development and construction of the
Heritage College of Osteopathic Medicine (including terminating all of Dublin's leasehold
interest(s) in the Ohio University Property and reasonably supporting any requested variances
if any are required, to Dublin's building and /or zoning co del the development of the Property
and the construction and installation of the Public Improvements.
Section 2.2 Term of Agreement This Agreement shall become effective as of the
Effective Date and shall continue until the Parties have satisfied their respective obligations as
set forth in this Agreement, unless sooner terminated in accordance with the provisions set forth
herein.
Section 2.3 Recordau f Agreement
A Memorandum of Agreement, in the
form attached hereto and incorporated herein by reference as EXHIBIT D, shall be filed with the
Recorder of Franklin County, Ohio and the Recorder of Union County, Ohio for recordation in
the official records of Franklin County, Ohio and Union County, Ohio as soon as practicable
following the Effective Date for the purpose of providing notice of the existence of this
Agreement and its applicability to the Property. Ohio University shall pay any costs associated
with the recording of this Agreement. Ohio University shall, promptly following such
recordation, provide, without charge, photocopies of the recorded and date - stamped
Memorandum of Agreement to Dublin.
(END OF ARTICLE 11)
_10-
ARTICLE III
REPRESENTATIONS AND COVENANTS OF THE PARTIES
Section 3.1 Representations and Covenants of Dublin Dublin represents and
covenants that:
(a) It is a municipal corporation duly organized and validly existing unde
Constitution and applicable laws of the State and its Charter.
(b) It is not in violation of or in conflict with any provisions of the laws of the State
or of the United States of America applicable to Dublin which would impair its ability to carry
41
out its obligations contained in this Agreement.
;
(c) It is legally empowered to execute, deliver and perform this Agreement and to
enter into and carry out the transactions contemplated by this Agreement To the knowledge of
Dublin, that execution, delivery and performance do not and will not violate or conflict with any
provision of law applicable to Dublin, including its Charter, and do not and will not conflict with
or result in a default under any agreement or instrument to which Dublin is a party or by which it
is bound.
(d) This Agreement to which it is a party has, by proper action, been duly authorized,
executed and delivered by Dublin and all steps necessary to be taken by Dublin have been taken
to constitute this Agreement, and the covenants and agreements of Dublin contemplated herein
are valid and binding obligations of Dublin, enforceable in accordance with their terms.
14m (p) There is no litigation pending or to its knowledge threatened against or by Dublin
wherein an unfavorable ruling or decision would materially adversely affect Dublin's ability, to
carry out its obligations under this Agreement.
(f) It will do all things in its power in order to maintain its existence or assure the
assumption of its obligations under this Agreement by any successor public body.
-12-
(g) The Authorizing Legislation has been duly passed and shall be in full force and
effect on the earliest date permitted by law.
Section 3.2 Representations and Covenants of Ohio University Ohio University
represents and covenants that:
(a) It is an instrumentality of the State.
(b) It is not in violation of or in conflict with any provisions of the laws of the State
or of the United States of America applicable to Ohio University which would impair its ability
k
to :carry out its obligations contained in this Agreement. w0
(c) It is legally empowered to execute, deliver and perform this Agreement and to
enter into and carry out the transactions contemplated by this Agreement. The execution,
delivery and performance do not and will not violate or conflict with any provision of law
applicable to Ohio University, and do not and will not conflict with or result in a default under
any agreement or instrument to which Ohio University is a party or by which it is bound.
(d) This Agreement to which it is a party has, by proper action, been duly authorized,
s
executed and delivered by Ohio University and all steps necessary to be taken by Ohio
University have been taken to constitute this Agreement, and the covenants and agreements of
Ohio University contemplated herein are valid and binding obligations of Ohio University,
enforceable in accordance with their terms.
(e) There is no litigation pending or to its knowledge threatened against or by Ohio
University wherein an unfavorable ruling or decision would materially adversely affect Ohio
University's ability to carry out its obligations under this Agreement.
(f) It will do all things in its power in order to maintain its existence or assure the
assumption of its obligations under this Agreement by any successor entity unless State of Ohio
-13-
action would cause a substantial impairment which affects the contractual relationship, and such
substantial impairment is found by a court of competent jurisdiction to be reasonable and
necessary to serve the State of Ohio's interest
(END OF ARTICLE IIl)
-14-
ARTICLE IV
CONVEYANCE AND DEVELOPMENT OF PROPERTY
Section 4.1 General The Parties agree that the Property shall be conveyed in
accordance with this Article IV.
Section 4.2 Provisions Relating to Subarea One
(a) Form of Property Deed(s) Promptly following the Effective Da in no
case more than si*ty (69thirt 30 days following the Effective Date, Dublin still execute and
deliver to the Escrow Agent (for contemporaneous delivery to Ohio University) traditional real
estate transfer documents, including, without limitation, the Property Deed(s) for Subarea One
duly executed by an authorized official of Dublin conveying to Ohio University good and
marketable fee simple title to Subarea One, and subject to all conditions, covenants, and
restrictions set forth or referred to herein. The Parties agree that Dublin shall not be required to
convey the Property (including Subarea One) to Ohio University until such time as Ohio
University has acquired the Ohio University Property.
(b) Form of Reconveyance Property Deed(s) Contemporaneous to the delivery by
Dublin of the Property Deed(s) for Subarea One to Ohio University, Ohio University shall also
execute and deliver to the Escrow Agent traditional real estate transfer documents, including,
without limitation, the Property Deed(s) for Subarea One duly executed by an authorized official
of Ohio University conveying to Dublin good and marketable fee simple title to Subarea One
(collectively, the "Subarea One Reconveyance Deed"), and subject to all conditions, covenants,
and restrictions set forth or referred to herein. -'" If Ohio University shall fail to satisfy
the Subarea One Development Requirements by September 1, 2015 °'4°" Po4q 44u4A °44 F4°A444 of
PP44iii1t an d ,....,...,. *'' ef ..,....,.a.,. sp* 4)44h in ^44 p'p TT then Dublin shall be entitled to direct
-15-
the Escrow Agent to record the Subarea One Reconveyance Deed in the Deed Records of
Franklin County, Ohio or Union County, Ohio, as applicable.
(c) Development of the Heritage College of Osteopathic Medicine Promptly
following the conveyance by Dublin of Subarea One to Ohio University, Ohio University shall
proceed in good faith and with all reasonable dispatch to design, renovate and develop the Ohio
University Property for the purpose of opening and operating the Heritaee College of
Osteopathic Medicine on or before September 1, 2015. Ohio University agrees that until such
time as the Subarea One Development Requirements are satisfied and satisfaction thereof has
been acknowledged in writing by Dublin, which acknowledgement shall not be unreasonably
conditioned, delayed or withheld, Ohio University will not make or create, or permit to be made
or created, any total or partial sale, encumbrance, mortgage, lien, assignment, conveyance, or
lease, or transfer in any other form with respect this Agreement of Subarea One without the prior
written approval of Dublin. Failure by Ohio University to comply with the requirements of this
Section 4.2(c) shall constitute an Event of Default and among other remedies set forth in Article
VII, Dublin shall be entitled to direct the Escrow Agent to record the Subarea One Reconveyance
Deed in the Deed Records of Franklin County, Ohio or Union County, Ohio, as applicable.
Section 4.3 Convevance of Subarea Two of the Property Provided that the Subarea
Two Conveyance Requirements are satisfied on or before December 31, 2018, Dublin agrees that
it will, within sixty (60) days following satisfaction of the Subarea Two Conveyance
Requirements, execute and deliver to the Escrow Agent (for contemporaneous delivery to Ohio
University) traditional real estate transfer documents, including, without limitation, the Property
Deed(s) for Subarea Two duly executed by an authorized official of Dublin conveying to Ohio
University good and marketable fee simple title to Subarea Two, and subject to all conditions,
-16-
covenants, and restrictions set forth or referred to herein. The Parties agree that if Ohio
University proposes to Dublin a project in Subarea Two prior to the satisfaction of the Subarea
Two Conveyance Requirements, Dublin may in its sole discretion determine to convey to Ohio
University such portion(s) of Subarea Two for the purpose of facilitating the development of
such a project.
.ti
Section 4.4 Conveyance and Development of Subarea Three
(a) General Development of Subarea Three The Parties agree to work
cooperatively in the promotion of the research, development, medical and other complementary
uses that may locate in Subarea Three.
(b) Development of Subarea Three by Ohio University Ohio University shall be
entitled to propose to Dublin any Subarea Three Ohio University Development Project on or
before December 31, 2018. After a reasonable period of time required to fully evaluate such a
Project, Dublin shall be entitled to determine in its sole discretion whether such Project (a) had
previously been proposed to Dublin (by some party other than Ohio University) and (b) would be
supportive of the overall development in the area. If Dublin determines in its sole discretion that
such Project had not prevW4 sly been proposed to Dublin and that such Project will be supportive
of the overall deve of the area, Dublin agrees that it will enter into negotiations with the
Subarea Three OhioYniversity Project User for the conveyance of such portions(s) of Subarea
Three as may be required to facilitate that Project. If Dublin successfully completes that
conveyance and the Project is successfully constructed and opened for operation, Dublin agrees
that it will, as consideration for Ohio University's contribution to promoting the overall
development and success of Subarea Three, remit to Ohio University an amount equal to the
Subarea Three Payment.
-17-
Notwithstanding the foregoing provisions of this Section 4.4 to the contrary. Ohio
University may develop the Hotel /Conference Center Site in partnership with an independent
third -party development/management company. Upon Ohio University's satisfaction of the
requirements set forth in this Section 4.4(b) with respect to the Hotel /Conference Center Site
Dublin shall deposit the required Property Deed(s) with the Escrow Agent and Ohio University
shall (i) deposit the Property Purchase Price with the Escrow Agent, and (b) convey to lin an
economic interest (but not a legal interest) in the Hotel/Conference Center Site equal to fifty
percent (50 %) of Ohio University's economic interest in the Hotel /Conference Center Site. The
Parties further agree that if it is determined at the time of development of the Hotel /Conference
Center Site that the underlying real property will be exempt from real property taxation, Ohio
University will execute an agreement with Dublin pursuant to which Ohio University will agree
to nay, or cause to be paid, annually to Dublin the aggregate of the Service Payments which
Dublin shall also be entitled to
pursue development projects within Subarea Three. If Dublin identifies a development project
for Subarea Three, Dublin agrees to seek input from Ohio University related to the proposed
project, but the Parties acknowledge and agree that Dublin shall be entitled after due
to pursue any such
project within Subarea Three which Dublin determines in its sole discretion to be
supportive of the overall development in the area. The Parties also acknowledge and agree that
Ohio University shall only be entitled to receive a Subarea Three Payment if the requirements of
Section 4.4(b) are satisfied.
-18-
Section 4.5 Provision Relating to Zoning Ohio University acknowledges that both
the Property and the Ohio University Property are zoned within the EAZ and will be developed
in accordance with any applicable Code requirements. Dublin, pursuant to Ordinances No. 22-
11, No. 32 -11 and No. 36 -11 developed a Plan, Code and Rezoning for the EAZ to facilitate
zoning districts that set high quality design and development requirements to ensure that
buildings and uses in the EAZ will adhere to uniform provisions that address the unique needs
of specialized industries and uses while ensuring consistency with the high quality image of
Dublin.
Section 4.6 General Provisions Relating to the Conveyance of the Property
(a) Form of Propertv Deeds The conveyance and title for the Property shall, in
addition to the conditions subsequent provided for in Sections 4.2, 7.3 and 7.4 of this Agreement
and all other conditions, covenants, and restrictions set forth or referred to elsewhere in this
Agreement, be subject to:
(i) Easements and rights -of -way of record for public utility service, and such
additional easements or rights -of -way as are necessary for public utility service, or for
other public infrastructure improvements for the benefit of the Property. At Dublin's
option, such easements or rights -of -way (if any) which must be created after the date of
this Agreement for the benefit of the Property or any other projects to be constructed
upon the Property may be created either by reservation in the deed(s) to Ohio University,
or by Ohio University's execution and delivery of easements or such other instruments to
Dublin in a form satisfactory to both Ohio University and the Director of Law, and shall
be at no cost to Dublin; provided, however, that in either event any easements or rights-
-19-
of -way that must be created after the date of this Agreement must be acceptable to Ohio
University, which acceptance shall not be unreasonably delayed, conditioned or withheld;
(ii) The covenants contained herein which are by the terms of this Agreement
required to be covenants running with the land;
(iii) Unpaid taxes and assessments, not delinquent;
�.
(iv) Zoning ordinances;
(v) A right of reversion relating to Subarea One which will automatically
operate to revest title in favor of and be enforceable by Dublin if Ohio University shall
not have satisfied the Subarea One Development Requirements by September 1, 201%
and which will automatically terminate if Ohio University shall have satisfied the
Subarea One Development Requirements by Sentember 1. 2015; and
(vi) Such additional title exceptions as will not materially and adversely affect
the construction of the Heritage College of Osteopathic Medicine or the use of the
Property as an education and research campus, as well as other economic. education and
research development related initiatives
(b) Apportioent of Current Taxes The portion of the real estate taxes, if any,
for the tax year it}l the Property Closing occurs, on the Property shall be apportioned
between Dubl d7Ohio University as of the Property Closing Date on a calendar year basis.
pri or to _ esor di ng ,.ate. p.-, pefl- Pee4(°` Real estate taxes for the tax years previous to the tax
year in which the Property Closing occurs, if any, will be paid by Dublin. Prior to or after the
Property Closing, Dublin may, at its expense, seek a reduction of the assessed valuation of the
-20-
Property, and Ohio University shall reasonably cooperate with Dublin in such efforts, including
joining in any complaint against assessed valuation to be filed by Dublin. Dublin shall be
entitled to any refund for real estate taxes paid by oini ( whether by direct payment or as a
result of proration at the Property Closing) for any time period prior to the applicable Property
Closing Date and Ohio University shall be entitled to any refund for real estate taxes paid by
Ohio University (whether by direct payment or as a result of proration at the Property Closing)
for any time period pfief4eafter the applicable Property Closing Date. If any such refund is paid
directly to Ohio University or credited to Ohio University on subsequent tax bills, then Ohio
_�.
University shall promptly pay such amounts to Dublin.
(c) Recordation of Deed Ohio University shall pay all costs for recording each
Property Deed referenced herein. `
(d) Title Insurance Simultaneously wiv e delivery of each Property Deed to the
Escrow Agent, 4 requested by Ohio University shall- prei-ide, at the expense of Ohio
University, the obtain from Escrow Agent Property Title Insurance Policy providing for title
insurance in an ,. u pon ,.w.._.... *, insuring in Ohio University good title in fee simple, free
and clear of all liens, encumbrances, restrictions, reservations, easements and conditions of
record, except those created or permitted by this Agreement (including those referred to in this
Section 4.6 and Sections 4.2, 7.3 and 7.4). 4 soo n.-,.pei4. T 1A 4 - 4sura4we 12846y i He
-21-
(e) Survev Dublin will, at its expense, cause to be performed with respect to the
Property an ALTA survey (the "Property Survey ") which shall be provided to Ohio University
on or before the date that is fifteen (15) days following the Effective Date. Ohio University's
failure to provide Dublin with any written objections Elzerete the Pronertv Survey or the
Property Title Insurance Policy prior to the Property Closing Date for the Property shall
constitute its approval of the Property Survey.- and /or the Property Title Insurance Policy. Dublin
shall investigate, address, and remove any objections to the Property Survey and/or the Property
Title Insurance Policy within a reasonable time and a revised Property Survey or a cure to the
Property Title Insurance Policy shall be provided to Ohio University prior to the Property
Closing Date. The Property Survey required hereunder shall be certified to Ohio University, the
Property Title Company, and to Dublin.
(f) Property Closing and Escrow Agent
(i) The conveyance of the Property shall be closed in Escrow with the Escrow
Agent. This Agreement, together with the Escrow Agent's usual conditions of
acceptance, shall serve as Escrow instructions for such Property Closing; provided,
however, that in the event of any conflict between the provisions of this Agreement and
the Escrow Agent's usual conditions of acceptance, the provisions of this Agreement
shall govern. The Escrow Agent's usual conditions for closing shall be submitted to and
approved in writing by the Parties hereto prior to the Property Closing.
(ii) In connection with the Property Closing for Subarea One, Dublin shall
deposit the required Properly Deed(s) with the Escrow Agent and Ohio University shall
deposit the Reconveyance Deed with the Escrow Agent. Upon Dublin's deposit of the
Property Deed(s) and Ohio University's deposit of the Reconveyance Deed, Ohio
-22-
University shall deposit the Property Purchase Price with the Escrow Agent. The Escrow
Agent shall promptly file the Property Deed(s) for Subarea One for recordation in the
Deed Records of Franklin County Ohio or Union County, Ohio, as applicable.
(iii) Upon fulfillment of the Subarea Two *@fft Convevance
Requirements on or before S ep t.. bef ' 201 December 31. 2018 as evidenced by a
written acknowledgement signed by Dublin and Ohio University, Dublin shall deposit the
required Property Deed(s) for Subarea Two with the Escrow Agent. Upon Dublin's
deposit of the Property Deed(s), Ohio University shall deposit the Property Purchase
Price with the Escrow Agent. The Escrow Agent shall promptly file the Property Deed(s)
for Subarea Two for recordation in the Deed Records of Franklin County, Ohio or Union
County, Ohio, as applicable.,`
(iv) All documents necessary for the completion of the Property Closings shall
be deposited with the Escrow Agent on or before fifteen (15) days before the Property
Closing Date. In the event that any conditions precedent to the Property Closing have not
been satisfied, or have not been waived in writing, the Property Closings may be
extended for an additional period until such conditions have been satisfied, if and to the
extent it is mutually agreed to in writing by the Parties hereto.
Disclaimers Related to Conveyance of Property Except as otherwise
i the warranties set forth in the Property Deed(s), Dublin hereby specifically
nty guaranty or representation, oral or written, past, present or future of, as
to, or concerning (a) the nature and condition of the Property, including, without limitation, the
water, soil, environmental and geology, and the suitability thereof and of the Property for any
and all activities and uses which Ohio University may elect to conduct thereon, and the existence
-23-
of any environmental hazards or conditions thereon or compliance with all applicable laws, rules
or regulations; (b) the nature and extent of any right -of -way, lease, possession, lien
encumbrance, license reservation, condition or otherwise unless identified in the Property
Survey or the Property Title Commitment; and (c) the compliance of the Property or its operation
with any laws, ordinances or regulations of any governmental or other body. However, within
94eex{14 5 ) days after the Effective Date, Dublin shall provide Ohio University with all
documentation that it possesses relating to such matters.
Ohio University acknowledges that it will inspect the Property and Ohio University will
rely solely on its own investigation of the Property and not on any information provided or to be
provided by Dublin relating to the physical condition of the Property. In the event that Ohio
University's investigation reveals an objectionable or unacceptable physical condition on the
Property, as determined in its sole discretion, then its obligation to purchase the Property and to
develop and/or construct the Heritage College of Osteopathic Medicine thereon shall be
eliminated. Ohio University further acknowledges that the information provided and to be
provided with respect to the Property was obtained from a variety of sources and Dublin has not
made any independent investigation or verification of such information; and Dublin does not
make any representations as to the accuracy or completeness of such information.
The sale of the Property as provided for herein is made on an "as is," "where is" basis
and with all faults, and Ohio University expressly acknowledges that, in consideration of the
agreements of Dublin herein, except as otherwise specified in the Property Deed, Dublin makes
no warranty or representation, express or implied, or arising by operation of law, including, but
not limited to, any warranty of condition, habitability, merchantability, suitability, tenantability
or fitness for a particular purpose, in respect of the Property.
-24-
Section 4.8 Existing Soil Mound. The Parties acknowledge that Dublin has
temporarily placed soil on a portion of the Property creating a raised topography in that area (the
"Soil Mound'). Dublin commissioned and received a Fill Plan Study, dated April 20, 2012
which outlines the steps to be undertaken to perform flooding fill and dispose of the Soil Mound.
The Parties agree to work cooperatively and in good faith to remove the Soil Mound from the
Property on or before September 1, 2015 and to equally share the costs related to the removal of
the Soil Mound. Those costs are expected to include, but are not necessarily limited to, the
removal of the Soil Mound, top soil and tree replacement and restoration. and related wetland
mitigation.
(E
-25-
ARTICLE V
DEVELOPMENT OF THE HERITAGE COLLEGE OF OSTEOPATHIC
MEDICINE AND THE RELATED PUBLIC IMPROVEMENTS
Section 5.1 Construction of the Heritage College of Osteopathic Medicine Upon
and subject to the terms and conditions of this Agreement and in consideration of Dublin's
agreements set forth herein, Ohio University agrees to finance, acquire, construct, improve,
develop and commence operation of the Lierita 1 e College of Osteopathic Medicine. Ohio
University shall use its best efforts to cause the construction of the Heritage College of
Osteopathic Medicine to be commenced with all reasonable dispatch following the Effective
Date. Ohio University shall pay, or cause to be paid, all costs incurred in connection with the
financing, acquisition, construction, improvement, development and operation of the Herd
College of Osteopathic Medicine. Except as otherwise provided in this Agreement, Dublin shall
have no responsibility with respect to the financing, acquisition, construction, improvement,
development and operation of the Heritage College of Osteopathic Medicine. Ohio University
further agrees to proceed with al @nable dispatch to provide for the development of the
Property.
In prosecuting the development of the Heritage College of Osteopathic Medicine and in
performing its obligations under this Agreement, Ohio University shall comply with, and cause
all of its employees, agents, contractors and consultants to comply with, all applicable federal,
state, county, municipal and other governmental statutes, laws, rules, orders, regulations,
ordinances, judgments, decrees and injunctions of any court, board, agency, commission, office
or other authority of any nature whatsoever for any governmental unit (federal, state, county,
district, municipal, city or otherwise) whether now or hereafter in existence affecting the
Property or any part thereof, or the construction, use, alteration or operation thereof, or any part
-26-
thereof, whether now or hereafter enacted and in force, and all permits, licenses and
authorizations and regulations relating thereto, and all covenants, agreements, restrictions and
encumbrances contained in any instruments either of record or known to Ohio University, at any
time in force affecting the Property or any part thereof.
Section 5.2 Construction of the Public Improvements
(a) The Parties acknowledge and agree that the Public Improvements will enhance
access to the Property and expedite commercial development thereon. Based upon Section 2.1,
upon and subject to the terms and conditions of this Agreement and in consideration of Ohio
University's agreements set forth herein, Dublin agrees, subject to making arrangements to
provide for the necessary financing to pay the costs thereof, including, without limitation,
issuance by Dublin of its bonds or other obligations, to finance, acquire, construct, improve and
maintain the Public Improvements. Dublin agrees to make its best efforts to obtain such
financing.
(b) Unless otherwise set forth herein, Dublin shall use its best efforts to cause the
Public Improvements (subject to any changes required by the Dublin City Engineer) to be
completed with all reasonable dispatch and at such time(s) as will be necessary to facilitate the
development of the Property. Ohio University agrees that Dublin's obligation to construct such
Public Improvements shall be conditioned upon Dublin's determination, in its sole discretion,
that an adequate quantity of development to be directly served by such Public Improvements will
be present within a reasonable period of time after such specific Public Improvements are
complete and that sufficient monies shall be available and appropriated by the City for the
purpose of paying the costs of those Public Improvements.
-27-
(c) Prior to undertaking any such Public Improvements, and at Dublin's option,
Dublin shall reserve from its conveyance of the Property to Ohio University, and Ohio
University shall convey or dedicate to Dublin with respect to the Property or any other real
property hereafter acquired by Ohio University or any of its affiliates, at no cost to Dublin, fee
simple title to such property, free and clear of any liens, encumbrances or other title exceptions
except those satisfactory to Dublin, as is necessary for the public rights of way for all public
street improvements included within the Public Improvements, and in addition, such fee simple
title or permanent easements (at Dublin's option, and in such forms satisfactory to Dublin) as
Dublin may require for the construction of such part of the Public Improvements as are not
located within public rights of way. Any such permanent easements requested by Dublin shall
be in such forms as are satisfactory to Dublin and Ohio University and as are necessary to enable
Dublin to carry out the construction, operation, inspection, maintenance, repair, improvement,
and replacement of any part of such Public Improvements as are not located within public rights
of way. Ohio University agrees to grant, to the extent it holds title to the applicable portion of
the Property, such temporary construction easements on the Property as are reasonably necessary
from time to time to enable Dublin to construct and complete the Public Improvements, and
agrees to execute and deliver to Dublin from time to time temporary construction easements in
forms satisfactory to Dublin.
(d) Dublin shall pay, or cause to be paid, all costs incurred in connection with the
financing, acquisition, construction, improvement and maintenance of the Public Improvements.
Except as otherwise provided in this Agreement (specifically but not limited to Ohio
University's obligations to convey or dedicate property necessary for public rights of way and to
make Service Payments as described herein), Ohio University shall have no responsibility with
_28_
respect to the financing, acquisition, construction, improvement and maintenance of the Public
Improvements.
(e) EXHIBIT C (attached hereto and incorporated herein by reference) is a schematic
of the public road network which shall include but not be limited to proposed curb cuts, rights of
ways, and intersection improvements, subject to final reasonable approval of the Dublin City
Engineer.
(END OF ARTICLE V)
I
_29_
ARTICLE VI
TAX INCREMENT FINANCING
Section 6.1 General Provision Relating to Tax Increment Financing The Parties
agree that Dublin, at its sole cost and expense, shall undertake a tax increment financing pursuant
to the TIE Statute to facilitate the construction of the Public Improvements, all as more
particularly described in this Article VI.
Section 6.2 TIF Legislation Following the Effective Date, Dublin anticipates that
the Dublin City Council will pass an ordinance (the "TIF Ordinance ") pursuant to the TIE
Statute thereby exempting from taxation (the "TIF Exemption ") any Improvements to the
Property (as the term Improvements is defined in the TIE Statute) and requiring the current and
future property owners to pay service payments in lieu of taxation in respect of the
Improvements exempted from taxation.
Section 6.3 Application of TIF Ordinance to Ohio University Propertv Dublin
acknowledges that Ohio University is generally exempt from paying real property taxes. The
Parties agree that passage of the TIF Ordinance and authorization of the TIE Exemption will only
be applicable to real property which is otherwise subject to real property taxation. It is not
Dublin's intention nor will Dublin a)-seek application of the TIE Ordinance to W real property
owned by Ohio University 4 6r (b) require Ohio University to remit Service Payments in respect
of any real property owned by Ohio University, if in either case such real property is otherwise
exempt from real property taxation.
Section 6.4 S efc ee u,._...ent Service Payments. The provisions of this Section
6.4 are, in all respects, subject to the provisions of Section 6.3 above. Ohio University hereby
agrees to make service payments in lieu of taxes (the "Service Payments ") attributable to its
period of ownership of the Property, all pursuant to, in accordance with and to the extent
-30-
required by the TIE Statute, the TIE Ordinance and any subsequent amendments or supplements
thereto.
Service Payments will be made semiannually to the Franklin County Treasurer or the
Union County Treasurer, as the case may be (or to such 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 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 TIE Statute
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 Improvements (after credit for any other payments
received by Dublin 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. Ohio University will not under any circumstances,
be required for any tax year to pay both real property taxes and Service Payments with respect to
the Improvements, whether pursuant to Ohio Revised Code Section 5709.42 or this Agreement.
Further, Ohio University will not, under any circumstance, be required for any tax year to pay
Service Payments with respect to any Improvements which are exempt from real property
taxation pursuant to any section of the Ohio Revised Code other than the TIE Statute.
Section 6.5 Declaration of Covenants; Priority of Lien It is intended and agreed,
and it will be so provided by Ohio University in a declaration relating to the Property (the
"Declaration ") that the covenants provided in Sections 6.3 6.4, 6.5, 6.6, 6.10 and 6.11 of this
-31-
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 Dublin and
any third party beneficiaries against any owner of a portion of the Property with respect to that
owner's period of ownership of that portion 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 Statute 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 Dublin, and Ohio University will, upon Dublin'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 5709.91, 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
Property and any improvements thereon.
€ction 6.6 Exemption Applications Dublin and Ohio University 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 Dublin to collect Service Payments
with respect to the Property. Dublin will perform such acts as are reasonably necessary or
-32-
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. Ohio University authorizes Dublin to file any applications necessary to obtain from
time to time the TIE Exemption as may be provided in the TIE Ordinance; provided, however,
the Parties agree that no TIE application will be filed with respect to the Property which would
subordinate Ohio University's right as an instrumentality of the State and an owner of the
Property to receive a real property tax exemption in respect of the Property.
Section 6.7 Title Evidence At Dublin's option and at its request not more than one
(1) time per calendar year Ohio University hereby agrees to provide such title evidence, at no
cost to Dublin, as is necessary to demonstrate to Dublin's satisfaction that the covenants running
with the land provided for 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
Dublin.
Section 6.8 Release Upon satisfaction of Ohio University's obligations under this
Agreement with respect to the Tax Exemption and termination of the Ohio University's
obligation to make the Service Payments, Dublin will, upon the request of Ohio University,
execute an instrument in recordable form evidencing such termination and releasing the
covenants running with the land set forth in the Declaration.
ection 6.9 Estoppel Certificate Within thirty (30) days after a request from any
o
owner of a portion of the Property, Dublin will execute and deliver to that owner or any proposed
purchaser, mortgagee or lessee of such portion of the Property, a certificate stating that with
respect to such portion of the Property, if the same is true: (a) that this Agreement is in full force
-33-
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 6.10 Tax Incentive Review Council Ohio University 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 this Agreement the compliance of Ohio University with
the terms of this Agreement. Any information supplied to such Tax Incentive Review Council
will be provided solely for the purpose of monitoring Ohio University's compliance with this
Agreement.
r
Section 6.11 Nondiscriminatory Hiring Policv Ohio University will comply with the
Dublin's nondiscriminatory hiring policy adopted pursuant to Ohio Revised Code Section
5709.832. In furtherance of that policy, Ohio University agrees that it will not deny any
individual employment solely on the basis of race, religion, sex, disability, color, national origin,
or ancestry.
(END OF ARTICLE VI)
-34-
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 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 either Party
hereto, such Party shall, upon written notice from the other, proceed immediately to cure or
remedy such default or breach, and, in any event, within thirty (30) days after receipt of such
notice. In the event such default or breach is of such nature that it cannot be cured or remedied
within said thirty (30) day period, then in such event the Party shall upon written notice from the
other 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 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 party in default or breach of its obligations.
Section 7.2 Termination by Dublin Prior to Conveyance of Property In the event
that:
(a) Prior to conveyance of the Property to Ohio University and in violation of this
Agreement Ohio University assigns or attempts to assign this Agreement or any rights therein
without the prior written approval of Dublin, or
(b) Ohio University does not pay the Property Purchase Price for the Property and
takes title to the Property on tender of conveyance by Dublin pursuant to this Agreement, and if
any default or failure referred to in the aforesaid subdivisions (a) or (b) of this Section 7.2 shall
not be cured or remedied within thirty (30) days after the date of written demand by Dublin, then
the Agreement and all rights of Ohio University under the Agreement shall be terminated at the
-35-
option of Dublin. In the event of any such termination, Ohio University shall not have any
further rights under this Agreement.
In the event that nubli4g i ....,.w' , to tende� any judicial body having authority in the
premises renders any order or decision or takes such other action which enjoins or prevents
Dublin from tendering conveyance or possession of the Property or any part thereof in the
manner and condition provided in this Agreement, by reaso ^F Dublin b ., ine ^
..t.a O r w^:^rt E4 48 +Ma b 4 a* and such order or decision ^ awe
oes not fmd that Dublin knowin l executed this A gem nt without
proper legal authority :ff�� then this Agreement may, at the option of Ohio
University, be canceled in its entirety or canceled with respect to that portion of the Property not
conveyed to Ohio University at the time of such cancellation, and neither Dublin nor Ohio
University shall have any further rights against or liability to the other under this Agreement as
to the Property or the part thereof not conveyed to Ohio University.
Section 7.3 Release of Subarea One Propertv Deed From Escrow In the event that
subsequent to the conveyance of Subarea One to Ohio University and prior to the satisfaction of
the Subarea One Development Requirements:
(a) Ohio University shall place or permit to be placed on Subarea One or any part
thereof any encumbrance or lien not authorized by this Agreement, or shall suffer any levy or
attachment to be made, or any materialmen's or mechanics' lien, or any other unauthorized
encumbrance or lien to attach, and such encumbrance or lien shall not have been removed or
discharged or provision satisfactory to Dublin made for such payment, removal, or discharge,
within ninety (90) days after written demand by Dublin so to do; provided, however, any such
mechanic's or materialmen's lien may continue during the period in which Ohio University is
-36-
diligently and in good faith contesting such lien, unless or until Dublin determines, and delivers
written notice to Ohio University, that the continuation of the lien will jeopardize Subarea One or
part thereof; or
(b) There is, in violation of this Agreement, any transfer of Subarea One or any part
thereof, and such violation shall not be cured within ninety (90) days after written demand by
Dublin,
then, Dublin shall have the right to direct the Escrow Agent to release the Subarea One
Reconveyance Deed from escrow and to promptly record the Subarea One Reconveyance Deed
in the Official Records of Franklin County, Ohio and Union County, Ohio, as applicable upon
which recordation the original Property Deed(s) from Dublin to Ohio University relating to
Subarea One shall be deemed void and of no further effect, and any estate conveyed therein by
such Property Deed(s) to Ohio University shall be deemed terminated and revested in Dublin.
Section 7.4 Failure to Satisfv Subarea One Development Requirements In the
event that Ohio University fails to fully satisfy the Subarea One Development Requirements by
•
September 1, 2015 then, (a) Dublin hall be entitled to notify the Escrow Agent (with a copy
to Ohio University) that Ohio University has failed to satisfy the Subarea One Development
Requirements and to direct the Escrow Agent to promptly record the Subarea One
Reconveyance Deed in the Official Records of Franklin County, Ohio and Union County,
Ohio, as applicable, and release the remaining escrow documents relating to Subarea One into
t ct ody of Dublin and (b) this Agreement and all rights of Ohio University under this
Agreement shall be terminated at the option of Dublin and in the event of any such termination,
Ohio University shall not have any further rights under this Agreement.
-37-
Section 7.5 Other Rights and Remedies; No Waiver by Delay Dublin and Ohio
University shall each have the right to institute such actions or proceedings as it may deem
desirable for effectuating the purposes of, and its remedies under this Agreement; provided, that
any delay by either party in instituting or prosecuting any such actions or proceedings or
otherwise asserting its rights under this Agreement shall not operate as a waiver of such rights or
to deprive it of or limit such right in any way (it being the intent of this provision that neither
party should be constrained, so as to avoid the risk of being deprived of or limited in the exercise
of the remedy provided in this Agreement because of concepts of waiver, laches, or otherwise, to
exercise such remedy at a time when it may still hope otherwise to resolve the problems created
by the default involved); nor shall any waiver in fact made by either party with respect to any
specific default by the other party under this Agreement be considered or treated as a waiver of
the rights of such party with respect to any other defaults by the other party this Agreement or
with respect to the particular default except to the extent specifically waived in writing.
Dublin shall also have the right to enforce the remedy set forth in Sections 7.3 and 7.4 by
executing and recording or filing aH+eHgin the public land records in the office in which the
Property Deed(s) relating to Subarea One are recorded a written declaration of the termination of
all the right, title and interest of Ohio University, and its successors in interest and assigns, in
Subarea One, as the case may be, and the revesting of title thereto in Dublin.
Section 7.6 Force Maieure Except as otherwise provided herein, neither Dublin nor
Ohio University shall be considered in default in its obligations to be performed hereunder, if
delay in the performance of such obligations is due to unforeseeable causes beyond its control
and without its fault or negligence, including but not limited to, acts of God or of the public
enemy, acts or delays of the other party, fires, floods, unusually severe weather, epidemics,
-38-
freight embargoes, unavailability of materials, strikes or delays of contractors, subcontractors or
materialmen but not including lack of financing capacity; it being the purpose and intent of this
paragraph that in the event of the occurrence of any such enforced delay, the time or times for
performance of such obligations shall be extended for the period of the enforced delay; provided,
however, that the Party seeking the benefit of the provisions of this Section 7.6 shall within
fourteen (14) days after having actual knowledge of the beginning of such enforced delay, notify
the other Party in writing thereof and of the cause thereof and of the duration thereof or, if a
continuing delay and cause, the estimated duration thereof, and if the delay is continuing on the
date of notification, within thirty (30) days after the end of the delay, notify the other Party in
writing of the duration of the delay.
(END OF ARTICLE VII)
-39-
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Assignment This Agreement may not be assigned without the prior
written consent of all non - assigning Parties
Section 8.2 Binding Effect The provisions of this Agreement shall be bin ng u on
the successors or assigns of the Parties.
Section 8.3 Dav 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. 4.:,
Section 8.4 Entire Agreement This 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.
Section 8.5 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.
Section 8.6 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 trustee .
officer, agent or employee of Dublin or Ohio University other than in his or her official capacity,
and neither the members of the legislative body of Dublin the trustees of Ohio University, nor
any official executing this Agreement shall be liable personally under this Agreement or be
-40-
subject to any personal liability or accountability by reason of the execution thereof or by reason
of the covenants, obligations or agreements of Dublin and Ohio University contained in this
Agreement.
Section 8.7 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 Dublin, its agents and employees,
and Ohio University, 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.
Section 8.8 Limit on Liability Notwithstanding any clause or provision of this
Agreement to the contrary, in no event shall Dublin or Ohio University 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.
Section 8.9 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 if 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
AgreIat or any addendum to or counterpart of this Agreement, or to such other address as the
re ken 1 hall have previously notified the sender of in writing atxt . then same 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. Any process,
pleadings, notice of other papers served upon the Parties shall be sent by registered or certified
-41-
mail at their respective Notice Address, or to such other address or addresses as may be
furnished by one party to the other.
Section 8.10 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. i le
OF
Section 8.11 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.
Section 8.12 Survival of Representations and Warranties All representations and
warranties of the Parties in this Agreement shall survive the execution and delivery of this
Agreement.
AR Vlll- SIGNATURE PAGES TO FOLLOW
-42-
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
respective names by their duly authorized representatives, all as of the date first written above.
CITY OF DUBLIN, OHIO
By:
Printed: Marsha I. Gri sb
Title: Citv Mana aer
l
Printed: Angel Mumma
Title: Director of Finance
Approved as to Form: V".'
By:
Printed: Stephen J. Smith
".i__ rte _C T7
-43-
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their
respective names by their duly authorized representatives, all as of the date first written above.
OHIO UNIVERSITY
By: p
Printed:
Title:
�ro
-44-
FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City of Dublin, Ohio under the foregoing
Agreement, certifies hereby that the moneys required to meet the obligations of the City during
Fiscal Year 2012 under the foregoing Agreement 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: May , 2012
�•
KV
-45-
FISCAL OFFICER'S CERTIFICATE
The undersigned, of Ohio University under the foregoing Agreement,
certifies hereby that the moneys required to meet the obligations of the University during Fiscal
Year 2012 under the foregoing Agreement have been appropriated lawfully for that purpose, and
are in the Treasury of the University 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: May , 2012
(IM 41
Ohio University
�a
-46-
EXHIBIT LIST
EXHIBIT A Depiction of Property
EXHIBIT B Depiction of Ohio University Property
EXHIBIT C Description and Depiction of Public Improvements
EXHIBIT D Memorandum of Economic Development Agreement
EXHIBIT A
DEPICTION OF PROPERTY
A -1
EXHIBIT B
DEPICTION OF OHIO UNIVERSITY PROPERTY
C
EXHIBIT C
DESCRIPTION OF PUBLIC IMPROVEMENTS
C -1
DEPICTION OF PUBLIC IMPROVEMENTS
C -2
EXHIBIT D
MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT
THIS MEMORANDUM OF ECONOMIC DEVELOPMENT AGREEMENT (this
"Memorandum ") is made and entered into as of May , 2012, between the City of Dublin,
Ohio ( "Dublin "), a municipal corporation and political subdivision organized and existing under
its Charter and the laws of the State of Ohio, having an address at 5200 Emerald Parkway,
Dublin, Ohio 43017, and Ohio University ("Ohio University" and collectively with Dublin, the
"Parries "), an instrumentality of the State of Ohio, having an address at ,Cutler
Hall 209, Attention Vice President for Finance and Administration Athens, Ohio 45701.
RF.C'.TTAT.C.
A. Dublin and Ohio University have entered into that certain Economic Development
Agreement dated May , 2012 (the Agreement'), whereby Dublin, in consideration of
Ohio University's agreement to construct an extension campus of Ohio University's Heritage
College of Osteopathic Medicine in Dublin, agreed to provide certain economic incentives to
Ohio University to facilitate that development, including but not limited to the conveyance of
certain real property (the "Property," as depicted on Attachment A attached hereto and
incorporated herein by reference) for the location of that facility.
B. Dublin and Ohio University desire to enter into and record this Memorandum for
the purpose of providing notice of rtaip provisions of the Agreement and their applicability to
the Property.
AGREEMENTS
In consideration of the foregoing recitals, specific reference is hereby made to the
following provisions of the Agreement (with capitalized terms not defined herein having the
respective meanings assigned to them in the Agreement):
1. Pursuant to the Agreement, the Property Deed(s) conveying the Subarea One of
the Property from Dublin to Ohio University will provide for the automatic reconveyance to
Dublin of title to Subarea One of the Property if Ohio University fails to satisfy certain
requirements (referred to in the Agreement as the "Subarea One Development Requirements") by
September 1, 2015.
D -1
2. The Agreement provides that, subject to certain conditions, the City will finance
and construct various Public Improvements which will support the development of the Property.
3. The Agreement provides that a tax increment financing will be established on the
Property to allow Dublin to finance the construction and improvement of certain Public
Improvements that will benefit the Property. If that tax increment financing is established all
private development on the Property will be exempt from real property taxation for a period of
years. The current and future owners of the Property will be required to make annual service
payments in lieu of real property tax payments with respect to that private development, and a
portion of those service payments will be paid to the City to fund the Public Improvements.
This Memorandum contains only selected provisions of the Agreement, and reference is
made to the text of the Agreement for the full terms, covenants and conditions. This
Memorandum shall not in any way amend or supersede the terms, conditions or intent of the
Agreement. A copy of the Agreement is on file at Dublin's offices, located at 5200 Emerald
Parkway, Dublin, Ohio 43017, and is available for the inspection of interested persons during
regular business hours.
(SIGNATURE PAGES To FOLLOW)
D -2
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Economic Development Agreement as of the day and year first written.
Approved as to Form:
C
CITY OF DUBLIN, OHIO
In
Printed: Marsha I. Grigsbv t#*, t!
Title: Citv Manager
C
Printed: Angel Mumma
Title: Director of Finance
Printed: Stephen J. Smith
t
Title: Director of Law
STATE OF OHIO
SS:
COUNTY OF FRANKLIN _
On this day of May, 2012, before me a Notary Public personally appeared
Marsha I. Grigsby and Angel Mumma, the authorized representatives of the City of Dublin,
Ohio, and acknowledged the execution of the foregoing instrument, and that the same is their
voluntary act and deed on behalf of the City of Dublin, Ohio and the voluntary act and deed of
the City of Dublin, Ohio.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
Notary Public
D -3
IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum of
Economic Development Agreement as of the day and year first written.
STATE OF OHIO )
) SS:
COUNTY OF ATHENS )
OHIO UNIVERSITY
Lo
Printed:
Title:
On this day of May, 2012, before me a Notary Public personally appeared
, the authorized representatives of Ohio University, and
acknowledged the execution of the foregoing instrument, and that the same is his voluntary act
and deed on behalf of Ohio University and the voluntary act and deed of Ohio University.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official
seal on the date and year aforesaid.
Nota ry Public
•
This instrument was prepared by: ( istopher J. Franzmann, Esq.
, Squire Sanders (US) LLP
2000 Huntington Center
41 South High Street
Columbus, Ohio 43215
(614) 365 -2737
D -4
ATTACHMENT A
DEPICTION OF THE PROPERTY
D -5