Milford and Increased Hotel

Massive incentives:

$24 MILLION IN INCENTIVES (from August 10 numbers): • $5.4m in LAND: Taxpayers, (Milford and increased hotel tax) will pay $5,382,521 for land for FC Cincinnati including $911,187 from Milford taxpayers and $4,471,333 from a hotel tax increase • $17.3m in PROPERTY TAX: FC Cincinnati will not pay property tax of $866,744 per year ($17,334,880 total of which $12,090,540 would have gone to schools) • $.2m in TAP & FEE WAIVERS: Fee waivers of $209,107 by Milford • $1m in SALES TAX: Savings of $1,050,000 in sales tax on construction • $.1m in PORT AUTHORITY FEES: $105,000 in Port Authority fees paid by the Milford CIC

Biggest ever in Clermont County? For 60 direct jobs. INCENTIVE FACT SHEET: $24,081,507.50 in incentives in just 5 items

FREE LAND NO PROPERTY TAX MILFORD CIC • Taxpayer land purchase $5,382.520.50 • Forgo $17,334,880 in property tax TO PORT AUTH. • Lose $1,144,160 currently collected • Payments of $105,000.

NO CONSTRUCTION SALES TAX WAIVED FEES • Forgo $1,050,000 in sales tax • Waive $209,107 in fees FCC PAYMENT FACT SHEET: $2,805,000 (but, net to $1,305,000)

DEVELOPER CONTRIBUTION (LAND) PORT AUTHORITY FEES / “RENT” • Pay $1,500,000 but most people need to pay for • Pay $305,000 over 20 years in Fees and Rent their land

But the deal is set to pay it back:

SCHOOLS PAYMENT Incentives: $24,081,507.50 • Pay $1,000,000 in deal but, current owners pay Inputs (all credit): ($2,805,000.00) $798,000 ($39,200/yr) so true net is $216,000 Net “incentive” $21,276,507.50

But likely $22,776507.50 (after FC gets bask its $1,500,000) SCHOOLS VIEW: Loss of $11 million

• IF FCC PAID PROPERTY TAX: Schools would get $604,527/yr ($12,090,540 over 20 years) • RIGHT NOW – BEFORE FC: Schools get $39,200/yr ($798,000 over 20 years) • IN THE “DEAL” FCC PAYS $50k/yr: Schools get $50,000/yr ($1,000,000 over 20 years) which is only $10,800 more per year than they get today and $216,000 more over 20 years

• That is a 12x return for FCC (Avoid $12m for $1m)

• Other agencies (Senior Services, CCDD, MHRB, PARK, Children's Services and Senior Services) lose $1,493,180 Convention and Visitor Bureau economic claims not subject to verification

2018 – CVB Claims As of 8/13, will not release the Sports Facilities • $6.8m a year and 17,854 room nights Advisory (SFA) study on which claims are based. • 3 fields 2015 – Prior CVB Claims • Red Barn in 2015 – same actors • Claimed an average $5.6m a year and 13,000 room nights • 13 fields No discernable / visible economic impact in Batavia. Lopsided Agreement for FCC:

Example 1:

100% exclusive and unlimited use in writing.

Example 2:

Allows FC Cincinnati to pass on prop. Tax incentives to other commercial developers. Example 3:

FCC gets paid back the $1.5m they claim “pay in.” Hard to understand how the deal complies with Ohio Revised Code and CVB Articles of Incorporation:

Ohio Revised Code 5739.09(12)(b) excerpt Revenue from the increase in rate shall be used for the purposes of paying the costs of

constructing, improving, and maintaining a professional sports facility in the county

and paying expenses considered necessary by the convention and visitors' bureau operating in the county to promote travel and tourism with respect to that professional sports facility. How does the $ only getting transferred to Milford and only for land comply with this statute?

Convention and Visitor’s Bureau Articles (Oct 2017) The activities of the Corporation will not include engaging in a regular business of a kind ordinarily carried on for profit or performing particular services for individual persons. How does funding land for a private company’s “exclusive use” comply with the CVB articles? ORC 5739.09 – That allows the increase in the hotel tax: • Last minute changes when it was adopted in a back room seem to make it confusing. It is not clear how it can be complied with as written.

(12)

(a) As used in this division:

(i) "Eligible county" means a county that has a population greater than one hundred ninety thousand and less than two hundred thousand according to the 2010 federal decennial census and that levies an excise tax under division (A)(1) of this section at a rate of three per cent.

(ii) "Professional sports facility" means a sports facility that is intended to house major or minor league professional athletic teams, including a stadium, together with all parking facilities, walkways, and other auxiliary facilities, real and personal property, property rights, easements, and interests that may be appropriate for, or used in connection with, the operation of the facility.

(b) Subject to division (A)(12)(c) of this section, the board of county commissioners of an eligible county, by resolution adopted by a majority of the members of the board, may increase the rate of the tax by not more than one per cent on transactions by which lodging by a hotel is or is to be furnished to transient guests. Revenue from the increase in rate shall be used for the purposes of paying the costs of constructing, improving, and maintaining a professional sports facility in the county and paying expenses considered necessary by the convention and visitors' bureau operating in the county to promote travel and tourism with respect to that professional sports facility. The tax shall take effect only after the convention and visitors' bureau enters into a contract for the construction, improvement, or maintenance of a professional sports facility that is or will be located on property acquired, in whole or in part, with revenue from the increased rate, and thereafter shall remain in effect for the period specified in the resolution. If revenue from the increase in rate is pledged to the payment of debt charges on securities, the increase in rate is not subject to diminution by initiative or referendum or by law for so long as the securities are outstanding, unless a provision is made by law or by the board of county commissioners for an adequate substitute for that revenue that is satisfactory to the trustee if a trust agreement secures payment of the debt charges. The increase in rate shall be subject to the regulations adopted under division (A)(1) of this section, except that the resolution may provide that no portion of the revenue from the increase in the rate shall be returned to townships or municipal corporations as would otherwise be required under division (A)(1) of this section.

(c) If, on January 1, 2019, the convention and visitors' bureau has not entered into a contract for the construction, improvement, or maintenance of a professional sports facility that is or will be located on property acquired, in whole or in part, with revenue from the increased rate, the authority to levy the tax under division (A)(12)(b) of this section is hereby repealed on that date.

HOW IT WILL BE SPENT – 5 stipulations: • (1) constructing, (2) improving and (3) maintaining a professional sports facility. • (4) promote travel and tourism with respect to that professional sports facility. • (5) facility located on property acquired, in whole or in part, with revenue from the increased rate.

CVB ROLE: • convention and visitors' bureau enters into a contract for the construction, improvement, or maintenance of a professional sports facility . . .

Chris Hicks added bullet point comments above. But, the entirety of the hotel tax seems to be being aligned to land acquisition and there is no evidence that the CVB is going to become a “contractor” to build, maintain and improve a professional sports facility. The whole thing seems incompatible with the CVB Articles of incorporation as replaced only 9 months ago (October 2017).

Articles of incorporation of the CVB as replaced in October of 2017: From the Ohio Secretary of State website. Article 3 stipulation:

THIRD: The Corporation is not organized for profit and will be operated exclusively as a business league within the meaning of Section 50l(cX6) of the Internal Revenue Code of 1986, as amended (the "Code"), or corresponding section of any future federal tax code, and 26 C.F.R. ("Regulation") Section 1.50 I (c)(6)- l. More specifically, the activities of the Corporation will include: (i) to promote the common good of the people and communities of Clermont County, Ohio (the "County") by promoting the common business interests of businesses located or operating in the County, which common business interests are (i) to promote special events and programs that encourage travel and tourism in the County; and (ii) thereby to improve business conditions for the industries and lines of business located or operating in the County; and (iii) whatever is deemed necessary, useful, advisable or conducive, directly or indirectly, to carry out the purposes of this Article Third, including the exercise of all other authority that the Corporation possesses under the Ohio Nonprofit Corporation Law. The activities of the Corporation will not include engaging in a regular business of a kind ordinarily carried on for profit or performing particular services for individual persons. Notwithstanding any other provision of these Articles of Incorporation, the purposes of the Corporation will be limited exclusively to exempt purposes within the meaning of Section 501(cX6) of the Code and Regulation Section l.501(c)(6)-1.

• Stipulates “common business interests”: common good of people the people and communities . . . promoting the common business interests of businesses located or operating in the county . . . improve business conditions for the industries and lines of business. . . o Would a contract to construct, improve or maintain a single professional sports facility for a private entity be a “common good.” o Could only be justified by the point about “whatever is deemed necessary . . . but even that speaks of the “purposes of this Article” (which is about common business interests).

• Business Restriction: The articles then seem to rule out what would be happening with FC Cincinnati: “The activities of the corporation will not include engaging in a regular business of a kind ordinarily carried on for profit or performing particular services for individual persons.” o Constructing, improving and maintain a privately-owned sports facility would be something a “for profit” business would do. o Doing this for FC Cincinnati directly is a “private person.” The complex is not “city owned.” It is a private business.

Chris Hicks added bullet point comments above. FCC FACILITY ALONE DRAFT 1 Still not considering time value of money (future flows are not discounted) 8/15/2018 COST TO CITIZENS INFLOWS FROM DEAL GIVES TO / FOR FCC GETS FROM FCC ECONOMIC ACTIVITY BENEFIT

Milford Milford Milford CIC Current Incremental FCC to FCC at FCC FCC TO FCC Payroll Non FCC Income Milford Tax Sales Tax TOTAL # Year Lodging Tax Waived Tap Waived Sales Tax Payment to Prop. Tax Prop Tax TOTAL GIVES Port Auth Closing Towards FCC Rent Milford Income Tax TOTAL GETS (FCC FACILITY Tax (Chris GAIN / (LOSS) Payment BENEFIT Fees Permit Fees Port (Lost) (Waived) (Fees) (Fees) Land Schools (using Max) ONLY) Addition) 1 2019 223,567 44,645 196,200 12,907 1,050,000 57,208 809,536 2,394,063 20,000 105,000 1,500,000 9,000 50,000 100,000 1,784,000 16,000 2,000 18,000 ($592,063) 2 2020 223,567 43,473 57,208 809,536 1,133,784 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($956,784) 3 2021 223,567 44,482 57,208 809,536 1,134,793 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($957,793) 4 2022 223,567 45,135 57,208 809,536 1,135,446 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($958,446) 5 2023 223,567 45,487 57,208 809,536 1,135,798 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($958,798) 6 2024 223,567 45,427 57,208 809,536 1,135,738 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($958,738) 7 2025 223,567 45,072 1,000 57,208 809,536 1,136,383 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($959,383) 8 2026 223,567 44,414 2,000 57,208 809,536 1,136,725 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($959,725) 9 2027 223,567 44,462 3,000 57,208 809,536 1,137,773 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($960,773) 10 2028 223,567 47,192 4,000 57,208 809,536 1,141,503 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($964,503) 11 2029 223,567 45,385 5,000 57,208 809,536 1,140,696 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($963,696) 12 2030 223,567 43,293 6,000 57,208 809,536 1,139,604 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($962,604) 13 2031 223,567 45,856 7,000 57,208 809,536 1,143,167 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($966,167) 14 2032 223,567 47,958 8,000 57,208 809,536 1,146,269 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($969,269) 15 2033 223,567 44,635 9,000 57,208 809,536 1,143,946 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($966,946) 16 2034 223,567 46,025 10,000 57,208 809,536 1,146,336 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($969,336) 17 2035 223,567 46,961 11,000 57,208 809,536 1,148,272 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($971,272) 18 2036 223,567 47,485 12,000 57,208 809,536 1,149,796 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($972,796) 19 2037 223,567 47,573 13,000 57,208 809,536 1,150,884 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($973,884) 20 2038 223,567 47,223 14,000 57,208 809,536 1,151,534 9,000 50,000 100,000 159,000 16,000 2,000 18,000 ($974,534) TOTALS $24,082,508 $4,805,000 $360,000 ($18,917,508)

ASSUMPTIONS Not considered: From CVB "Study" (FCC Facility Only) Added Payroll (added by Chris Hicks) ‐ Tax free bond impact Economic activity: $1,600,000 This enhances the CVB case and was not in their "study." County Portion of Sales Tax: 1% Added Payroll as a %: 25% Added Payroll: $400,000 Assumed Payroll in Milford 50% Payroll in Milford: $200,000 Income Tax Collection (Milford): $2,000 ALL SOCCER EVENTS IN REGION (EXISTING FACILITIES + FCC) DRAFT 1 Still not considering time value of money (future flows are not discounted) 8/15/2018 COST TO CITIZENS INFLOWS FROM DEAL GIVES TO / FOR FCC GETS FROM FCC ECONOMIC ACTIVITY BENEFIT (ADDING TO CVB #s)

Milford Milford Milford CIC Current Incremental FCC to FCC at FCC FCC TO FCC Payroll Sales Tax Non FCC Income Milford Tax (ALL Soccer TOTAL # Year Lodging Tax Waived Tap Waived Sales Tax Payment to Prop. Tax Prop Tax TOTAL GIVES Port Auth Closing Towards FCC Rent Milford Income Tax TOTAL GETS Tax (Chris GAIN / (LOSS) Payment Events in the BENEFIT Addition) Fees Permit Fees Port (Lost) (Waived) (Fees) (Fees) Land Schools (using Max) Region) 1 2019 223,567 44,645 196,200 12,907 1,050,000 57,208 809,536 2,394,063 20,000 105,000 1,500,000 9,000 50,000 100,000 1,784,000 68,000 8,500 76,500 ($533,563) 2 2020 223,567 43,473 57,208 809,536 1,133,784 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($898,284) 3 2021 223,567 44,482 57,208 809,536 1,134,793 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($899,293) 4 2022 223,567 45,135 57,208 809,536 1,135,446 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($899,946) 5 2023 223,567 45,487 57,208 809,536 1,135,798 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($900,298) 6 2024 223,567 45,427 57,208 809,536 1,135,738 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($900,238) 7 2025 223,567 45,072 1,000 57,208 809,536 1,136,383 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($900,883) 8 2026 223,567 44,414 2,000 57,208 809,536 1,136,725 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($901,225) 9 2027 223,567 44,462 3,000 57,208 809,536 1,137,773 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($902,273) 10 2028 223,567 47,192 4,000 57,208 809,536 1,141,503 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($906,003) 11 2029 223,567 45,385 5,000 57,208 809,536 1,140,696 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($905,196) 12 2030 223,567 43,293 6,000 57,208 809,536 1,139,604 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($904,104) 13 2031 223,567 45,856 7,000 57,208 809,536 1,143,167 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($907,667) 14 2032 223,567 47,958 8,000 57,208 809,536 1,146,269 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($910,769) 15 2033 223,567 44,635 9,000 57,208 809,536 1,143,946 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($908,446) 16 2034 223,567 46,025 10,000 57,208 809,536 1,146,336 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($910,836) 17 2035 223,567 46,961 11,000 57,208 809,536 1,148,272 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($912,772) 18 2036 223,567 47,485 12,000 57,208 809,536 1,149,796 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($914,296) 19 2037 223,567 47,573 13,000 57,208 809,536 1,150,884 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($915,384) 20 2038 223,567 47,223 14,000 57,208 809,536 1,151,534 9,000 50,000 100,000 159,000 68,000 8,500 76,500 ($916,034) TOTALS $24,082,508 $4,805,000 $1,530,000 ($17,747,508)

ASSUMPTIONS Not considered: From CVB "Study" (ALL soccer events not just FCC) Added Payroll (added by Chris Hicks) ‐ Tax free bond impact Economic activity: $6,800,000 This enhances the CVB case and was not in their "study." County Portion of Sales Tax: 1% Added Payroll as a %: 25% Added Payroll: $1,700,000 Assumed Payroll in Milford 50% Payroll in Milford: $850,000 Income Tax Collection (Milford): $8,500 ..:.·::·.:~ ..

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BOARD OF COUNTY COMMISSIONERS CLERMONT COUNTY, OHIO

EDWIN H. HUMPHREY DAVID H. DIBLE DAVID L. PAINTER

TO: Board of County Commissioners FROM: Thomas Eigel DATE: August 10, 2018 RE: FC Cincinnati Training Facility

The public meeting for the FC Cincinnati Training Facility proposal is scheduled for Tuesday, August 14, 2018. FC Cincinnati, The City of Milford, the CVB and Pat Woodside (Port Authority Attorney) have been invited to present the Professional Sports Facility Development Agreement, Cooperative Agreement, Port Authority Term Sheet, and Milford CIC & Port Authority Compensation Agreement.

The following documents are attached and will be referenced throughout this memorandum: • Professional Sports Facility Development Agreement - City of Milford, CVB, FCC Training Facility; • Proposed Cooperative Agreement - City of Milford, Clermont County, CVB; • Proposed Port Authority term sheet - FC Cincinnati, Port Authority; • Proposed Port Authority agreement - City of Milford CIC, Port Authority; • Lodging Tax Estimate (and 20-year Milford Draft Rates); • Tax Authority Levy Revenue Summary; • Annual Economic Impact Summary (from CVB data); and • Lodging Tax - Greater Cincinnati Area. • Letter of Support - Milford Exempted Village School District • Impact on Public Safety & Infrastructure - Milford PD & Fire, Traffic Evaluation, Milford Utilities • Correspondence - Hotels, Union Township, Rep. John Becker, Citizen Email

ORC 5739.09(A)(12) This subsection was added to Section 5739.09 in 2017. It permits an "eligible county" (Clermont County is an eligible County under this Section) to increase the rate of the tax by no more than one percent (1%) on transactions by which lodging by a hotel is or is to be furnished to transient guests. The increase in the rate of the tax shall take effect only after the CVB enters into a contract for the construction, improvement, or maintenance of the professional sports facility that is or will be located on the property acquired. in whole or in part. with revenue from the increased rate, and thereafter shall remain in effect for the period specified in the resolution, provided that the CVB enters into a contract prior to January 1, 2019.

It is important to note that since the revenue from the tax is proposed to be pledged to the payment of debt for the acquisition of the property, the tax rate is not subject to diminution by initiative or referendum, unless the BCC can propose an adequate substitute for the revenue.

TELEPHONE: (513) 732-7300 101 E. MAIN STREET BATAVIA, OHIO 45103 FAX: (513) 732-7921 Financial Summary

Property Purchase: $5,000,000. Obligation: City of Milford - $3,500,000; FC Cincinnati - $1,500,000 Debt: City Securities issued by the City of Milford, $3,500,000 over 20 years Funding for City Securities: 1% increase in Lodging Tax Proposed Schedule: CVB estimate 6,900 additional nights - $223,567 generated annually from 1%.

Total Debt Payment from Milford Year Rates Principal Interest Service Lodging Tax Pay.Ten!__ 1 2.72% $105,000.00 $163,212.00 $268,212.00 $223,566;67 . $44,645.33 2 3.07% $130,000.00 $137,040.00 $267,040.00 $223,566.67 ·. $43,473.33 3 3.22% $135,000.00 $133,049.00 $268,049.00 $223,566.67 $44,482.33 4 3.32% $140,000.00 $128, 702.00 $268,702.00 $223,566.67 $45,135.33 5 3.49% $145,000.00 $124,054.00 $269,054.00 $223;566.67 $45,487.33 6 3.57% $150,000.00 $118,993.50 $268,993.50 $223,566.67 $45,426.83 7 3.65% $155,000.00 $113,638.50 $268,638.50 $223,566;67 $45,071.83 8 3.72% $160,000.00 $107,981.00 $267,981.00 $223,566.67 $44,414.33 9 3.80% $165,000.00 $102,029.00 $267,029.00 $223;566.67 $43,462.33 10 3.89% $175,000.00 $95,759.00 $270,759.00 $223,566.67 $47,192.33 11 3.94% $180,000.00 $88,951.50 $268,951.50 $223;566.67 $45,384.83 12 4.02% $185,000.00 $81,859.50 $266,859.50 $223,566.67 $43,292.83 13 4.05% $195,000.00 $74,422.50 $269,422.50 $223,566.67 $45,855.83 14 4.06% $205,000.00 $66,525.00 $271,525.00 $223,566.67 $47,958.33 15 4.10% $210,000.00 $58,202.00 $268,202.00 $223,566.67 $44,635.33 16 4.12% $220,000.00 $49,592.00 $269,592.00 $223,566.67 $46,025.33 17 4.12% $230,000.00 $40,528.00 $270,528.00 $223,566.67 $46,961.33 18 4.13% $240,000.00 $31,052.00 $271,052.00 $223,566.67 $47,485.33 19 4.14% $250,000.00 $21,140.00 $271,140.00 $223,566~67 $47,573.33 20 4.15% $260,QOO.OO $10,790.00 $270,790_.00 _$223,!)E)§.6? $47,22_3.33 $3,635,000.00 $1, 747,520.50 $5,382,520.50 ';$4,471,333.33 $911,187.17

Construction of Facility: Estimated Construction Cost: $30,000,000 Obligation: FC Cincinnati Debt: Port Authority Lease Revenue Bonds - $30,000,000 Purchaser of Bonds: FC Cincinnati Total Sales Tax Exemption: $1,050,000 (based on estimated $15 million construction material cost) One Time Port Authority Fee: $105,000 Annual Port Authority Fee (average): $14,250 ($9,000 from FC and $5,250 from Milford CIC)

Estimated Annual Economic Impact (CVB estimate): $6,789,113 Estimated Annual County Sales Tax Revenue: $44,412 Property Taxes: Property valuation estimated between 20 and 30 million after construction Current Levy Revenue (total for all levies}: $57,208 annually Projected Exemption (total for all levies}: $577,830 to $866,744 annually Proposed PILOT to Milford Schools: $50,000 annually Shortfall for County Levies including Public Library (at current revenue}: $7,076 annually

.... s $1~980,100 _· ·•·•· ... ·.·. s:io,orio,ooc:> ' Tax at... - ' , Tax Authority '2017 Eff Rate Current • Est Improved Value Co_unty Gel'leral furi~ 2.100000 ~ $ 1,LJ,?5J $ _ !~Q()O St:!i:t.i_l:l_i:!!.lC:.Cl~J~ciL_ _ +-·-··- i.og_90001 _ i $------·69~;j______rn_Z&Q9_ -~l!~J!~--~i.~!Cl!Y ___ ------i 0.853331: __ j $ 591 i $ 5,973 1 1 ______!e>tal C:C>_lln!y Levies 10.210413 ! $ 7,076 i $ 71,473 fy'lilf

Tax at... Tax Authorit

__ 1 ____ L!QQQ()oi _L$. __ ---- 1,455--·------·T·------! $ ____ ??J.Q?Q Senior Services l. 232589 l $ 854 L $ ______!_?L~-~~- '"'"""""> >"~Y~YhWnWY'", , •••,' ., • • .hho<~••••h••••• .- < ' --.--.--.--.-, .-.-h·.-•. -.-.-~---, CCDD 2.979778. ·rs· 2,065 1 s .J!,2,§.8 MHRB 0:!'!!44~' .. :. Ii .- . =4~i[i_ ...... __?A?Q PARK o.574751 ; $ 3~~-I $ 6,0~5 Children Services • - y••y•••• ••••• ''""""'"""""V"WY•U'""""VW~h--•-< - ...... , . ·------~· 0.758516 . - $_ ..... !)2§ __ L$_ ...... - L~§.:1: ~-Q.ll!}!Y .. C:il.PJ!_

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Parties: The City of Milford, CVB and FCC Training Facility, LLC. The County is not a party to this agreement. However, the agreement "anticipates" the County supporting the agreement by levying the 1% lodging tax and "intends" the Project to constitute a Port Authority facility.

Description: Fussball Club Cincinnati, LLC seeks development of a training facility and desires to locate the facility on a 20 acre tract in the City of Milford. FCC Training Facility (Developer) has entered into options for the purchase of property, Parcel No. 21-07-37.121P and Parcel No. 21-07-37.127P, for a total of $5,000,000. The agreement proposes that the revenue generated from the 1% lodging tax increase be used to defray the costs associated with the purchase of the property. The revenue from this tax, as the Statute requires, will be remitted to the CVB. The CVB will then remit the receipts to the City of Milford to defray the costs of the City Obligations used to acquire the property. "City Obligations" are both the City of Milford Securities ($3,500,000) and the Developer Contribution ($1,500,000). The proposed term of the City of Milford Securities is 20 years. Should the revenue generated from the 1% fall short of the required City of Milford debt service, the City of Milford will cover the remaining balance. OMB estimates the revenue will not cover the proposed debt service by $43,000 to $47,000 annually (ref. Lodging Tax Estimate/Milford Draft Rates). Should the revenue generated from the 1% exceed the debt service, the City may use the additional revenue to first reimburse themselves for their past contributions to the debt service and second to make payments to the Developer for their $1,500,000 contribution.

The CVB will contract with the Developer to construct the project in accordance with ORC Section 5739.09(A)(12) as well as pledge to remit all revenues from the 1% to the City of Milford for the repayment of the City Obligations (Section 3(A)&(B)).

The agreement requires the Developer to enter into a School Compensation agreement with the Milford School District for payments in lieu of taxes (Section 4(D)). Currently, the school district is receiving $38,201.00 annually. The Developer has proposed a PILOT payment of $50,000 annually beginning in 2020. as well as a series of programming involving the use of the Facility by the School.

The Developer must proceed with construction by the 270th day (9 months) following the purchase of the property and must complete substantially construction by the 630th day (21 months) following the purchase of the property. Failure to do so may require the Developer to pay the City an amount equal to the outstanding principal on the City Securities (Section 6(A)). The Developer has exclusive rights to schedule the use of the property, rent and sublease portions of the project and retain revenue generated by the project (Section 6(B)). The City may impose an admissions tax on ticketed sporting events (Section 6(C)).

The agreement will terminate on October 31, 2018 should the City fail to issue the City Securities. Proposed Cooperative Agreement

Parties: City of Milford, the CVB and the County.

Description: The Statute requires the tax revenue to be remitted to the CVB. According to Statute, the CVB may use the revenue for the purpose of paying for the costs of constructing, improving, and maintaining a professional sports facility that is or will be located on the property acquired, in whole or in part, with revenue from the increased rate, and paying expenses considered necessary by the convention and visitors' bureau operating in that county to promote travel and tourism with respect to the that professional sports facility. Although the additional 1% could be used for the purposes described above, the intent of the proposed cooperative agreement is for all of the revenue to be used for the acquisition of the property.

Each party to the proposed cooperative agreement would act as follows: • The County would adopt a Resolution increasing the lodging tax by 1%. The Resolution would "sunset" the tax when one of the earlier occurs: (1) such time as the County has received written notification from the City that no portion of the City Securities remain or (2) December 31, 2038. • The CVB will remit all revenues from the 1% to the City of Milford each month; • The City will create a separate "City Incremental Lodging Tax Account" to which no other monies, other than the 1% revenue it receives from the CVB, will be deposited into that account; • From the account, the City will pay in order: first pay all debt services charges for the outstanding City Securities; second reimburse themselves for their past contributions to the debt service; and third make payments to the Developer for their $1,500,000 obligation; and • No later than February 1 of each calendar year, the City will provide a written report to the County and the CVB detailing the current balances and debt service to be paid on outstanding securities. Proposed Port Authority Term Sheet

Parties: Clermont County Port Authority and FCC Training Facility, LLC.

Description: FC Cincinnati Professional Sports Facility Project. FC Cincinnati is seeking assistance from the Clermont County Port Authority for various incentives with respect to the construction of a $30 million training facility and youth academy in Milford, Ohio. FC Cincinnati has requested the Port Authority issue bonds to assist with financing the Project for the purpose of encouraging development and job creation consistent with the purposes of the Port Authority.

Project Location and Transfer: 689 U.S. 50 {20 acres) and 707 U.S. 50 {3.7 acres) in Milford, Ohio. The City of Milford and/or FC Cincinnati will acquire the properties at the project location, and transfer fee title to the properties for a nominal amount to the Port Authority.

Project Cost: $30 million for construction of a 30,000 sq. ft. training facility, a 6,500 sq. ft. youth academy facility, and various other real property improvements.

Project Components: 1. Lease Agreement - The Port Authority will lease the land and all facilities and improvements to be constructed to FC Cincinnati. The initial term will be 360 days, renewable annually at the mutual option of both parties. Lease closing would occur by 9/30/18. a. This will be a triple net capital lease agreement with FC Cincinnati being responsible to pay Base Rent, Initial Rent {see 11 Port Fees" below), Annual Rent, Additional Rent, and all expenses associated with the ongoing management and operation of the Project.

2. Lease Revenue Bonds (LRB) - The Port Authority will issue $30 million of LRB to finance the construction of the project. The LRB will not be a general obligation of the Port Authority or Clermont County. a. Private Placement-The LRB will be privately purchased by FC Cincinnati, with incremental deposit of funds made into a project account by FC Cincinnati or a third party lender. Withdrawals will be made by FC Cincinnati in concert with construction progress payments. b. Security for Bonds -The LRB will be secured by the rent payments {see 11 Lease" above), a Mortgage and by a Security Agreement. c. Mortgage -The mortgage will be granted by FC Cincinnati and the Port Authority to holders of the LRB {initially, FC Cincinnati). Additional third party construction financing may be secured by similar mortgages. d. Default- Failure to renew the lease, or non-payment of any required LRB payment, will be an event of default. In this event the Port Authority will relinquish its fee interest in the property to the lien holder and have no further obligations.

3. Indemnification Agreement - FC Cincinnati will defend and indemnify the Port Authority from any cost, expense, liability, claim, lawsuit or other loss incurred by the Port Authority as a result of any condition affecting the Project Site or Project, or as a result of any ongoing use of the facilities for the term they are owned by the Port Authority. FC Cincinnati will also indemnify the Port Authority against any lawsuits or challenges to the tax status or exemptions related to the project. 4. Miscellaneous Agreements - Other agreements in the overall project structure include but are not limited to: Construction Manager at Risk Agreements, Bond documentation, Bond Purchase Agreement, Notice of Commencement, Cooperative Agreement.

Port Authority Fees: 1. Deposit -FC Cincinnati will pay $20,000 upon execution of the Term Sheet. This fee to the Port Authority is nonrefundable and will be credited towards the Initial Fee (see below) upon closing. If the project does not proceed, additional Port Authority legal costs above this amount will be paid by FC Cincinnati.

2. Initial Fee - FC Cincinnati will pay $105,000 upon closing of the project, as well as Port Authority legal costs associated with this project in excess of the Deposit.

3. Annual Fee - FC Cincinnati will pay $9,000 annually as annual rent during each year the lease is in effect.

4. Miscellaneous Fees - All recording fees, title insurance policies and other fees associated with the closing will be paid by FC Cincinnati.

FC Cincinnati Savings from Project: 1. Sales and Use Tax Exemption - FC Cincinnati will benefit from the tax exempt status of the Port Authority in relation the purchase of construction materials. The estimated cost of construction materials is $15 million. At the expected Hamilton County sales tax rate for most purchases, the estimated savings is approximately $1,050,000.

2. Property Tax Exemption - FC Cincinnati will benefit from the tax exempt status of the Port Authority in relation the real property tax liability as follows:

_ E~tir:i!ted Annual Tax Savings: PropertY, Value~ at $30 Million (High Valuation)

Tax Authority 2017 Eff Rate 2017 Taxes New Value Tax Increase Over 2017 County Levies 9.357082 $6,485 $98,249 $91,765 Public Library 0.853331 $591 $8,960 $8,369 Milford City 14.762625 $10,231 $155,008 $144,777 Great Oaks JVS 2.452094 $1,699 $25,747 $24,048 Milford EVSD 55.12194 $38,201 $578,780 $540,579 82.547072 $57,208 $866,744 $809,536

Estimated Annual Tax Savings: Property Valued at $20 Million (Low Valuation) ~ ~~~--'~~~~...... ~~~~---~~~~~---.

Tax Authority 2017 Eff Rate 2017 Taxes New Value Tax Increase Over 2017 County Levies 9.357082 $6,485 $65,500 $59,015 Public Library 0.853331 $591 $5,973 $5,382 Milford City 14.762625 $10,231 $103,338 $93,107 Great Oaks JVS 2.452094 $1,699 $17,165 $15,465 Milford EVSD 55.12194 $38,201 $385,854 $347,652 82.547072 $57,208 $577,830 $520,621

~--=~~--·~~.. =· -- J Proposed Port Authority Agreement Parties: Clermont County Port Authority and The Community Improvement Corporation of Milford, Ohio ("Milford CIC"}.

Description: FC Cincinnati is seeking assistance from the Clermont County Port Authority for various incentives with respect to the construction of a $30 million training facility and youth academy in Milford, Ohio. The Community Improvement Corporation of Milford, Ohio will pay the Port Authority the amounts described herein in connection with its participation in the project.

Compensation Payments: For each tax year of the applicability of a property tax exemption to any portion of the project site, the Milford CIC shall make, or cause to be made, payments to the Port Authority in amounts as listed below (see "Payment Schedule").

Timing of Compensation Payments: Payments commence with the year following the first tax year that a tax exemption is effective. Payment shall be made with respect to the immediately preceding tax year on or before February 1 each year. The schedule anticipates a maximum term, due to annual renewals of a Lease between the Port Authority and FC Cincinnati, not to exceed 20 years.

Payment Schedule: Exemption Year Amount 1 $ 0.00 2 0.00 3 0.00 4 0.00 5 0.00 6 0.00 7 1,000.00 8 2,000.00 9 3,000.00 10 4,000.00 11 5,000.00 12 6,000.00 13 7,000.00 14 8,000.00 15 9,000.00 16 10,000.00 17 11,000.00 18 12,000.00 19 13,000.00 20 14,000.00 THIS PAGE INTENTIONALLY LEFT BLANK PROFESSIONAL SPORTS FACILITY DEVELOPMENT AGREEMENT

Among

CITY OF MILFORD, OHIO

And

CLERMONT COUNTY OHIO CONVENTION & VISITORS BUREAU

And

FCC TRAINING FACILITY, LLC

Dated as of August 15, 2018 . "

THIS PROFESSIONAL SPORTS FACILITY DEVELOPMENT AGREEMENT (this "Development Agreement") is made and entered into as of the_ day of July, 2018, among the City of Milford, Ohio, an Ohio municipal corporation, with an address of 745 Center Street, Suite 200, Milford, Ohio 45150 (the "Q!Y'), the Clermont County Ohio Convention & Visitors Bureau, a non-profit corporation existing under the laws of the State of Ohio, with an address of P.0. Box 100, 410 East Main Street, Batavia, Ohio 45103 (the "CVB"), and FCC TRAINING FACILITY, LLC, an Ohio limited liability company, with an address of 14 E. 4th Street, Third Floor, Cincinnati, Ohio 45202 (the "Develooer" and together with the City and the CVB, the "Parties"), witnesseth:

RECITALS:

1. Fussball Club Cincinnati, LLC (the ''Team"), through its affiliate the Developer, seeks the development of a facility to support team operations, including but not limited to, personnel training and development and management and merchandising operations, along with associated tournaments, seminars and similar events (the "Project"). The Team and Developer desire the location of this practice facility to be on an approximately 20 acre tract of land located within the boundaries of the Crty (such land being referred to herein as the "Propertv" and is more fully described in Exhibit A which is attached hereto and made a part hereof) and believe that the Project will reslllt in the creation of new jobs and employment opportunities within the City.

2. In order to facilitate the development of the Project, the Developer, either itself or through an affiliated entity, has entered into options for the purchase of the Property (the "Purchase Agreements").

3. The City and the CVB have determined .that the construction of the Project is in the best interests of their respective constituencies and will enhance, foster, aid, and promote economic development, tourism, and public recreational opportunities within their respective jurisdictions.

4. The City intends to support the Project by providing for the issuance of certain obligations (as more fully described herein and particularly in Section 2.A. and referred to herein as the "City Securities") the proceeds of which will be used to acquire the Property and contribute it to the Clermont County Port Authority (the "Port Authority").

5. The Project constitutes a "professional sports facility" for purposes of ORC Section 5739.09(A)(12).

6. The Parties anticipate that Clermont County, Ohio (the "County'') will support the Project by using its authority under ORC Section 5739.09(A)(12) to increase the rate of its existing transient occupancy tax (as such tax has been previously implemented pursuant to ORC Section 5739.09 and is referred to herein as the "Baseline Lodging Tax") by one percent (1%) for the purposes of paying the costs of constructing, improving, and maintaining the Project (which includes but is not limited to the acquisition of related real property) and paying for expenses considered necessary by the CVB to promote travel and tourism with respect thereto (such incremental 1% tax being more fully defined in Section 3.A). As more fully set forth herein, it is anticipated that the County will pledge to remit all of its receipts generated by the Incremental Lodging Tax (defined infra) to the CVB, which will in turn pledge to remit all of its receipts of the Incremental Lodging Tax to the City to defray the costs of the City Obligations.

2 7. The Parties intend for the Project to constitute a "port authority facility" for purposes of ORC Section 4582.21(E). In furtherance of that intention, the City will be contributing the Property to the Port Authority. It is further anticipated that the Port Authority will thereafter lease the Property to the Developer in the manner more fully set forth herein. The Developer will construct the Project on behalf of the Port Authority. The Parties intend for the Project to be exempt from taxation pursuant to ORC Sections 4S82.46 and 5739.02(A)(13).

8. The Parties further intend that the Developer will enter into a compensation agreement with the Milford Exempted Village School District (the "School District") providing, in pertinent part, for compensation to be paid to the School District in an amount set forth in said compensation agreement if the Project is exempt from taxation under ORC Section 4582.46, (such agreement being referred to herein as the "School Compensation Agreement").

9. The Parties intend to cooperate in good faith with one another pursuant to the terms of this Development Agreement to effect the construction, equipping, and maintenance of the Project.

NOW, THEREFORE, in consideration of the foregoing, the promises contained herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

SECTION l. DEVELOPMENT AGREEMENT

For the reasons set forth in the Recitals hereto, which Recitals are incorporated herein by reference, the City, the CVB, ~and the Developer have determined to cooperate with each other in order to effect the acquisition of the Property and the construction, equipping, and maintenance of the Project. This Development Agreement, including the Exhibits hereto, all of which are incorporated herein by reference, is intended to and shall be an agreement by the Parties hereto to cooperate in the placing into effect of the foregoing, and the agreements contained herein are intended to and shall be construed as agreements to further effect cooperative action and safeguard the respective interests of the Parties.

SECTION 2. CITY ACTIONS; ISSUANCE OF CITY SECURITIES

A. Issuance of Citv Securities and Subject to Appropriation Commitment.

(i) Within a reasonable period of time following the County's authorization of the Incremental Lodging Tax as provided for in Section 5.A.i and the execution of an agreement with the County and the CVB as described in Section 5.A.iv.b, the City will take all necessary and reasonable steps to issue the City Securities in the principal amount described below which will, together with monies provided by the Developer as described below, provide sufficient monies to pay the costs of acquiring the Property (such costs being the "Public Project Costs"). The City Securities, hereinafter the "City Securities", will be issued in an amount equal to the lesser of (i) the Public Project Costs, or (ii) an amount sufficient to yield net proceeds of $3,500,000 for application towards the Public Project Costs and are expected to be payable solely from the City's lawfully available, nontax revenues.

3 (ii) After taking into consideration the net proceeds of the City Securities, the Developer shall contribute monies sufficient in amount to pay the remainder of the Public Project Costs (such amount being referred to ;is the "Developer Contribution" and initially anticipated to be $1,SOO,OOO).

(iii) On or before the date on which the Developer contributes the Developer Contribution, the City and the Developer will enter into a Subject to Appropriation Agreement (the "Appropriation Obligation" and together with the City Securities the "City Obligations") pursuant to ·which the City will agree to make certain payments to the Developer no less frequently than annually, but solely from the Incremental Lodging Tax remaining after (i) reimbursement of the City for annual debt service on the City Securities. for the most recent calendar year and (ii) payment of any Accrued Deficit outstanding at the time of such payment; provided, however, that the aggregate of all annual payments to the Developer shall not exceed an amount equal to the Developer Contribution. The City's obligations under that Agreement will be subject to an annual appropriation by the City's City Council.

For purposes of this Section 2, "Accrued Deficit" shall mean any portion of the aggregate principal, interest, redemption premium and any other debt service charges which the City paid from its nontax revenues in any preceding calendar year in respect of the City Securities which has not yet been reimbursed from the Incremental Lodging Tax during the term of the City Securities.

B. Contribution to the Port Authority. Within a reasonable period of time following the closing and delivery of the City Securities, and after the Developer shall have assigned or caused to be assigned to the City the Purchase Agreements, the City will consummate the acquisition of the Property pursuant to the terms of the Purchase Agreements; provided, however, that the City's only financial obligations under the Purchase Agreements will be to make payment of the purchase price for the Property in an amount not to exceed· the net proceeds of the City Securities (initially anticipated to be $3,500,000) plus the Developer Contribution contributed pursuant to Section 4.F (initially anticipated to be $1,500,000), which combined amount shall not exceed $5,000,000. In the event that the Developer is required by the Purchase Agreements to acquire all or a portion of the Property prior to issuance of the City Securities, the City will, promptly following the issuance of the City Securities, acquire the Property from the Developer for the purchase price paid by Developer under the Purchase Agreements, which payment shall be evidenced first by the net proceeds of the City Securities (initially anticipated to be $3,500,000) and then by the Appropriation Obligation. Within a reasonable period of time following the acquisition of the Property by the City, the City will contribute the Property to the Port Authority. In. no event shall the City be required by this Development Agreement or otherwise to use any other monies of the City to facilitate the purchase of the Property.

C. Zoning. The City will, to the extent permitted by Jaw and consistent with the City's Codified Ordinances, cooperate with the Developer and the Port Authority to ensure that the Property is properly zoned for the Project (including but not limited to zoning allowing for retail space within the Project) and that the Project have signage viewable from Interstate 275.

SECTION 3. CVB CONTRACT FOR CONSTRUCTION OF PROFESSIONAL SPORTS FACILITY.

4 A. Professional Sports Facility. The CVB is entering into this Development Agreement in order to fulfill the requirement of ORC Section 5739.09(A)(12) that it contracts for the construction, improvement, or maintenance of a professional sports facility that is or will be located on property acquired, in whole or in part, with revenue from the Incremental Lodging Tax. The Parties intend that the Project constitutes a "professional sports facility" as defined in ORC Section 5739.09(A)(12) and that this Development Agreement is a contract with the CVB pursuant to which the Developer has agreed to construct the Project in accordance with the other provisions hereof.

B. Pledge of Incremental Lodging Tax. The CVB intends to make a pledge of all revenues that it receives from the Incremental Lodging Tax (defined infra) to the City for repayment of the City Obligations. It is anticipated that such pledge will be made pursuant to the terms of a subsequent agreement. Other than the receipts from the Incremental Lodging Tax, no other monies of the CVB shall be pledged for the repayment of the City Obligations or the Project.

SECTION 4. DEVELOPER ACTION

A. Purchase Agreements. Substantlally simultaneously with the issuance of the City Securities, the Developer will assign or cause to be assigned to the City the Purchase Agreements for the purpose· of allowing the City to acquire the fee title to the Property.

B. Construction of the Project. The Developer shall enter into a construction manager at risk agreement (the "CMAR Agreement") with the Port Authority pursuant to which the Developer will construct, at its sole cost and expense, the Project, in all events in accordance with the zoning and building code requirements of the City. The Developer shall have the right under the CMAR Agreement and the Project Lease to design the Project (including but not limited to its site plan and architecture) to the specifications of the Team.

C. leasing and Operation of the Project. The Developer shall enter into the Project Lease as such agreement is contemplated under Section 5.A.iv.c., together with all other agreements reasonably necessary to effect the agreements set forth therein.

D. School Compensation Agreement. Simultaneous with or prior to execution of the Project Lease, the Developer shall enter into School Compensation Agreement with the School District containing the terms set forth in Recital 8 to this Development Agreement.

E. Insurance and Indemnification. For the term of the Project Lease, the Developer will maintain reasonable levels of insurance on the Leased Premises. Additionally, the Developer' will enter into a separate indemnification agreement (the "Indemnification Agreement") with the County, the City, the CVB, and the Port Authority (collectively, the "Indemnified Parties") pursuant to which the Developer will provide customary indemnities to the Indemnified Parties related to economic development projects elsewhere in southwest Ohio.

F. Remission of Developer Contribution. In order to pay the portion of the Public Project Costs not paid for by the City Securities, within a reasonable period of time following the closing and delivery of the City Securities, but in no event sooner than five (5) business days prior to the date on which the City expects to acquire the Property, the Developer shall contribute

5 the Developer Contribution (in such manner as is reasonably acceptable to the Developer and the City) to the City.

SECTION 5. CONTINGENCIES FOR ACTIONS BY THE COUNTY AND PORT AUTHORITY

A. Contingencies. The obligations of the Parties under this Development Agreement are contingent upon all of the following conditions being satisfied on or prior to September 15, 2018:

(i) The County shall have taken all necessary and reasonable steps to levy and collect a one percent (1%) increase in Baseline Lodging Tax pursuant to the permissive provisions of ORC Section 5739.09(A)(12) (such 1% increase being referred to herein as the "Incremental Lodging Tax") for the purpose of paying the costs of constructing, improving, and maintaining a professional sports facility in the County, which costs the Parties hereto intend to include the cost of acquiring the Property and paying expenses considered necessary by the CVS to promote travel and tourism with respect to that professional sports facility.

(ii) The County shall have provided to the City a certified copy of the resolution providing for the levy and collection of the Incremental Lodging Tax.

{iii) The CVB shall have shall have taken all necessary and reasonable steps to consent to the pledge by the CVB of the Incremental Lodging Tax to the City for repayment of the City Obligations.

(iv) The Parties shall have executed agreements with the County and the Port Authority providing for, among other things:

(a) An agreement that the Port Authority will accept the Property from the City.

(b) A pledge (i) by the County to continue to impose and collect the Incremental Lodging Tax for a term mutually agreeable to the City and the County and to remit all of the amounts collected from the Incremental Lo(lging Tax to the CVB and (ii) by the CVB to continue to remit or assign the amounts of the Incremental Lodging Tax received from the County, for so long as the County imposes and collects the Incremental Lodging Tax, to the City for repayment of the City Obligations. Such pledge shall be expressly contingent upon the County authorizing the imposition and collection of the Incremental Lodging Tax.

(c) An agreement by the Port Authority to enter into to enter into a project lease agreement (the "Project Lease") with the Developer pursuant to which the Developer will lease the Project and the Property (collectively, the "Leased Premises") from the Port Authority for a period of 360 days, at an annual rent of $1.00, and subject to a period of renewal terms exercisable annually with the mutual consent of the Port Authority and the Developer in an amount mutually agreeable to the Developer and Port

6 Authority; provided, however, that such Project Lease shall not contain any provision which in the City's reasonable judgment would impair the City's ability to enforce its rights set forth in Section 6.A of this Development Agreement; and provided further, such Project Lease will provide that, upon termination of such Project Lease for any reason, including reason of default, the Leased Premises will be transferred by the Port Authority to the Developer for an amount equal to (i) $1.00, plus (ii) all expenses of the Port Authority incurred in effecting such transfer, including but not limited to reasonable attorneys' fees.

(d) An agreement by the Port Authority to enter into a construction manager at risk agreement (the "CMAR Agreement'') with the Developer pursuant to which the Developer will construct the Project on behalf of the Port Authority and the CVB.

(e) An agreement by the Port Authority to take all necessary and reasonable steps to assist the Developer in (i) perfecting a real property tax exemption for the Leased Premises pursuant to ORC Section 4582.46, and (ii) pursuant to ORC Section 5739.02(A)(13), effecting an exemption on building materials incorporated into the Project in its capacity as a "port authority facility" under the Act.

(f) An agreement by the Port Authority to issue lease revenue bonds (the "Lease Revenue Bonds") in connection with the construction of the Project, which Lease Revenue Bonds will be purchased by the Developer, one of its affiliates, or the construction lender for the Project and which bonds will be secured by a pledge of the Project Lease and an open-end fee and leasehold mortgage on the Property.

(g) An agreement among the CVB, the Port Authority, the City, and the Developer memorializing the requirements of Section 6.B. of this Development Agreement.

(v) The Team, Developer (if appropriate) and the CVB shall enter into an agreement setting forth the Team's commitment to host and sponsor certain tournaments, seminars, clinics and similar events.

B. Waiver. Notwithstanding Section 4.A. hereof, the Developer shall have the option, in its sole discretion, to waive, in a written notice provided to the other Parties, the contingencies found in Section 5.A.iv.c through SA.iv.g. The CVB shall have the option, in its sole discretion, to waive, in a written notice to the other Parties, the contingency set forth in Section S(v).

SECTION .6. SPECIAL PROVISIONS RELATING TO CONSTRUCTION AND USE OF PROJECT

A. Failure to Construct or Reduction in Use of Project. If a Failure Event (as defined below) shall occur, the City, in its sole discretion, may require the Developer to pay to the City an amount equal to the then outstanding principal amount of the City Securities

7 together with any accrued but unpaid interest through such date (such payment being the 11 Early Payment,..}.

For purposes of this Section 6.A., each of the following shall constitute a "Failure 11 Event :

(i) By the Two Hundred Seventieth (270'h) day following the date on which the City acquires the Property, the Developer shall have failed to give a notice to pmceed with construction of the Project,

{ii) By the Six Hundred Thirtieth {630'h) day following the date on which the City acquires the Property, the Developer shall have failed to substantially complete construction of the Project in order that a certificate of occupancy may be issued for the Project, and

(iii) For any calendar year following the Base Tax Year, the date on which the City reasonably determines that the Municipal Income Tax Withholdings for that calendar year are Jess than 50% of the Base Tax Year Withholdings. For purposes of this Section 6.A.iii, (a) "Base Tax Year" shall mean the first calendar year next succeeding the calendar year in which a certificate of occupancy is issued for the Project, (b) "Municipal Income Tax Withholdings" shall mean the actual municipal payroll withholding taxes collected and received during that calendar year and in respect of that calendar year by the City from all individuals employed at the Project and fc) "Base Tax Year Withholdings" shall mean the actual municipal payroll withholding taxes collected and received during the Base Tax Year and in respect of the Base Tax Year by the City from all individuals employed at the Project. Notwithstanding the foregoing, it shall not be deemed a Failure Event if the Municipal Income Tax Withholdings in any given year are below the aforementioned 50% threshold as a result of a change in law, including but not limited. to a change in the income tax rate applicable within the City.

B. Maintenance and Use of Project.

(i) The Developer will have exclusive, unlimited use, access and freedom to schedule the use of the Project at its sole discretion.

(ii) Developer will have the exclusive right to rent or sublease portions of the Project, at its sole discretion, and retain the revenues from such rents and subleases. Anticipated rentals include fields or facilities by event, hourly, seasonal or multi-year terms, commercial activity such as team store, sports medicine practice, physical therapy, sports frt:ness and other complimentary businesses.

(iii) Developer shall have option to purchase the Property for nominal consideration at any time beginning four years after completion of the Project, or such earlier time as is provided for in the Project Lease.

(iv) Developer shall retain any revenue generated by its operation of the Project, including but not limited to, any rental fees, lease fees, concessions sales, merchandise/retail sales, sponsorship sales or any other revenues that the Developer may receive. Furthermore,

------··--- Developer shall have the right to allow the Team to retain similar revenues related to Team operations at the Project.

(v) The Developer will have the exclusive right to develop corporate partnership assets including signage (subject to local zoning Jaws), corporate events, fan engagement activities, and other concepts to maximize the Team's corporate partner exposure and partnership value.

(vi) . No Party will use any other party's corporate marks or official designations without prior approval from the party to whom such corporate marks or official designations belong.

(vii) Notwithstanding any other provision of this Development Agreement to the contrary, the Developer shall not be permitted to use, or enter into any contracts relating to the use of, the Project in any manner which would impair the City's rights set forth in Section 6.A.

C. Imposition of Admissions Tax. The Developer acknowledges that the City reserves the right to impose an admissions tax in connection with ticketed sporting events hosted at the Project.

SECTION 7. REPRESENTATIONS AND WARRANTIES

A. Representations and Warranties of Developer. Developer hereby represents and warrants· that:

(i) It is a limited liability company duly organized and in full force and effect under the laws of the State of Ohio, with full power to execute and deliver this Development Agreement and perform its obligations hereunder;

(ii) It has duly authorized, executed and delivered this Devel.opment Agreement and no approval or other action by any governmental authority is required in connection therewith;

(iii) This Development Agreement constitutes its valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by bankruptcy laws and other laws affecting creditors' rights and the exercise .of judicial discretion;

(iv) Neither the making nor the performance of this Development Agreement will conflict with or violate its organizational documents or any indenture, agreement or other instrument to which it is a party or by which it may be bound;

(v) There are no actions, suits, proceedings, inquiries or investigations pending, or to its knowledge threatened, against or affecting it in any court or before any governmental authority or arbitration board or tribunal that challenges the validity or enforceability of, or seeks to enjoin performance of, this Development Agreement, or if successful would materially impair its ability to perform its obligations under this Development Agreement;

B. Representation and Warranties of the City. The City hereby represents and warrants that

(i) It has duly authorized, executed and delivered this Development Agreement and no further approval or other action by any governmental authority is required in connection therewith;

9 (ii) This Development Agreement constiMes its valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by bankruptcy laws and other laws affecting creditors' rights and the exercise of judicial discretion;

(iii) Neither the making nor the performance of this Development Agreement will conflict with or violate its organizational documents or any indenture, agreement or other instrument to which it is a party or by which it may be bound; and

(iv) To its knowledge, there are no pending or threatened actions, suits, proceedings, inquiries or investigations against or affecting it in any court or before any governmental authority or arbitration board or tribunal that challenges the validity or enforceability of, or seeks to enjoin performance of, this Development Agreement, or if successful would materially impair its ability to perform its obligations under this Development Agreement.

C. Representation and Warranties of the CVB. The CVB hereby represents and warrants that:

(i) It has duly authorized, executed and delivered this Development Agreement and no approval or other action by any governmental authority is required in connection therewith;

(ii) This .Development Agreement constitutes its valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforcement thereof may be limited by bankruptcy laws and other laws affecting creditors' rights and the exercise of judicial discretion;

(iv) There are no actions, suits, proceedings, inquiries or investigations pending, or to its knowledge threatened, against or affecting it in any court or before any governmental authority or arbitration board or tribunal that challenges the validity or enforceability of, or seeks to enjoin performance of, this Development Agreement, or if successful would materially impair its ability to perform its obligations under this Development Agreement.

SECTION 8. EVENTS OF DEFAULT AND REMEDIES

Except as otherwise provided in this Development Agreement, in the event of any default in or breach of this Development Agreement, or any of its terms or conditions, by any Party hereto, such defaulting Party shall, upon written notice from any non-defaulting Party, proceed 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 defaulting Party shall upon written notice from any non-defaulting Party commence its actions to cure or remedy said breach within said thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved non-defaulting Party may institute

10 such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach.

SECTION 9. ASSIGNMENT

The Parties may not assign their rights or obligations hereunder without first receiving the prior written consent of all non-assigning Parties to this Development Agreement.

SECTION 10. TERMINATION

This Development Agreement shall terminate on October 31, 2018 if, by such date, the City has not issued the City Securities and appropriated any additional funds necessary, if any, to pay for the Public Project Costs.

SECTION 11. NOTICES

A notice or communication under this Development Agreement by any Party to another shall be sufficiently given by hand delivery, by reputable overnight courier, or by certified mail, postage prepaid, return receipt requested, to the addresses set forth in the preambles hereto, or if such notice is addressed in such other way in respect to any Party as that Party may from time to time designate in writing by notice to the other Parties. Any such notice or communication shall be effective upon receipt or, if given by overnight courier or certified mail, upon failure or refusal of delivery. • ------~

SECTION 12. MISCELLANEOUS

A. Entire Agreement; Amendments. This Development Agreement presently constitutes the entire agreement among the City, the CVS, and the Developer regarding the subject matter hereof. This Development Agreement shall not be amended except by written agreement executed by all Parties. Notwithstanding the foregoing, it is intended that the intent of this Development Agreement will be carried out pursuant to additional agreements to be entered into in the future, such as the Project Lease, the CMAR Agreement, and related agreements (the "Related Agreements"). This subsection shall not be deemed to derogate from the terms of such agreements as are subsequently entered into by one or more of the Parties.

B. Governing Law. This Development Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claims,· counterclaims, disputes and other matters in question between the Parties, or their respective agents and employees, arising out of or relating to this Development Agreement or its breach will be decided in a court of competent jurisdiction within the County or Clermont, Ohio.

C. Related Agreements. All references in this Development Agreement to any of the Related Agreements shall be references to such of the Related Agreements as the same may from time to time be modified or amended. This Development Agreement is not intended to make any Party hereto a third party beneficiary of any of the Related Agreements.

11 D. Severability. If any provision of this Development Agreement is held to be illegal, invalid or unenforceable, said provision will be fully severable. This Development Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Development Agreement and the remaining provisions of this Development Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance from this Development Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Development Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible that is and will be legal, valid and enforceable.

E. No Personal Liability. All covenants, obligations and agreements of the Parties contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, officer, agent or employee of the City, the CVB, or the Developer other than in his or her official capacity, and neither the members of the legislative bodies of the City or the CVS, nor any member of the Developer, nor any official of the City, the CVS, or the Developer executing this Agreement shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of the execution thereof or by reason of the covenants, obligations or agreements of the City, the CVB, and the Developer contained in this Agreement

F. Counterparts. This Development Agreement may be executed in counterpart, and in any number of counterparts, each of which shall be treated as an original and all of which, together, shall constitute one and the same instrument.

SECTION 13. EXHIBITS

The following exhibits are hereby incorporated into and made a part of this Development Agreement.

Exhibit A Description of the Property

12 IN WITNESS HEREOF, the City, the CVB, and the Developer have caused this Development Agreement to be executed in their names by their duly authorized officers, all as of the day and the year first written above.

CITY OF MILFORD, OHIO CLERMONT COUNTY OHIO CONVENTION & VISITORS BUREAU By: ~~~~~~~~~~~ Name: Michael Doss Title: City Manager ~~'me 01-t?-!}~t~~ 11 Title: f-{l.6..' l 0 ,z ,_!, -r

Approved as to form:

By: ~~~~~~~~~~~ Name: Mike Minniear Title: Law Director

[Signature Page to Development Agreement] CITY FISCAL OFFICER'S CERTIFICATE

The undersigned, fiscal officer of the City of Milford, Ohio, hereby certifies that the moneys required to meet the obligations, if any and excluding the proceeds of the City Obligations which will be appropriated at the time those City Obligations are authorized, of the City during the year 2018 under the foregoing Development Agreement have been lawfully appropriated 'by the Council of the City of Milford, Ohio for such 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.

Director of Finance City of Milford, Ohio

Dated:-----~ 2018 EXHIBIT A

DESCRIPTION OF THE PROPERTY DIXON PROPERTY Auditor's Parcel No. 21-07-37.UlP Situated in Edward Simpson's Military Survey No. 1770, Miarrri Township, Clermont County, Ohio and being more particularly described as follows:

Co=encing at a P.K. Nail in the centerline of U.S. Route 50 where said centerline intersects the west right-of-way line of Interstate 275; thence along said centerline North 54°54'04" West 563.30 feet to a point; thence leaving said centerline South 1°24'34" East 442.60 feet to a point and the true place of beginning for this description; thence continuing South 1°24'34" East 681.17 feet to a point; thence South 83°25'39" West 197.47 feet to an iron pin; thence South 77°25'39" West, 396.00 feet to a point; thence South 57°25'39" West, 170.94 feet to a point; thence South 56°10'39" West, 100.84 feet to a point; thence North 55°53'15" West, 148.76 feet to a point; thence North 4°56'59" East, 979.79 feet to a point; thence North 4°09'25" West, 84.58 feet to a point; thence North 22°56'25" East, 114.50 feet to a point; thence North 5°41 '57" East, 91.74 feet to a point; thence South 63°58'24" East, 532.34 feet to a point; thence South 61°06'06" East, 350.00 feet to the place of beginning containing 20.00 acres of land.

BEAUTY RIDGE Auditor's Parcel No. 21-07-37.-127P: Situated in Edward Simpson's Military Survey No. 1770, Miarrri Township, Clermont County, Ohio, in the City of Milford and being more particularly described as follows:

Commencing at a point in the centerline of U.S. Route 50 where the same is intersected by the westerly line of Interstate 275; thence along the centerline of U.S. Route 50, North 54 deg. 54 minutes 04 seconds West, 563.30 feet to the true point of beginning for this description; thence leaving said centerline South l deg. 24 minutes 34 seconds East, 442.60 feet to an iron pin; thence North 61 deg. 06 minutes 06 seconds West, 350.00 feet to an iron pin; thence North 63 deg. 58 minutes 24 seconds West, 182.56 feet to a point; thence North 27 deg. 20 minutes 38 seconds East, 447.67 feet to a poiut in the centerline of U.S. Route 50; thence along said centerline South 47 deg. 47 minutes 23 seconds East, 171.49 feet to a P.K. nail; thence South 54 deg. 54 minutes 04 seconds East, 155.15 feet to the beginning. Containing 3 .9254 acres ofland.

LESS AND EXCEPT the following property conveyed to 731 US Route 50, Ltd., by General Warranty Deed recorded February 12, 2009 in Official Record Book 2161, Page 1243, as set forth as follows:

Situated.in Simpson's Military Survey #1770, Milford (Miami) Township, City of Milford, Clermont County, Ohio and being more particularly descnoed as follows: ·

Beginning at the intersection of the westerly Limited Access Right of Way line of Interstate Route 275 with the centerline of United States Route 50;

Thence North 54 degrees 54 minutes 04 seconds West for a distance of 560.30. feet with the centerline of said US Route 50;

5/8" Iron Pin at a distance of 31. l 0 to a set 5/8" Iron Pin and Cap a.-id the real place of beginning for tbis description;

Thence South 01 degrees 24 minutes 34 seconds East for a distance of 238.33 feet continuing with the westerly line of Donald L. and Joanne Kellerman to a set 5/8" Iron Pin and Cap; Thence North 61 degrees 06 minutes 06 second West for a distance of 46.33 feet with the northerly line of Max and Mona Dixon to a set 5/8" Iron Pin and Cap;

Thence North 01 degrees 24 minutes 34 seconds West for a distance of3.62 feet leaving the northerly line of Max and Mona Dixon to a set 5/8" Iron Pin and Cap;

Thence North 38 degrees 31 minutes 52 seconds West for a distance of24.36 feet to a set 5/8" Iron Pin and Cap; ·

Thence North 01degrees30 minutes 19 seconds West for a distance of94.26 feet to a set 5/8" Iron Pin and Cap;

Thence North 35 degrees 54 minutes 40 seconds East for a dis""iance of24.51 feet to a set 5/8" Iron Pin and Cap;

Thence North 01 degrees 24 minutes 34 seconds West for a distance of78.16 feet to a set 5/8" Iron Pin and Cap;

Thence North 88 degrees 35 minutes 26 seconds East for a distance of 40.00 feet to the place of beginning; ·

Said property contains 0.2467 acres more or less.

The above iiescribed real estate is a pa.1: of the same premises described as recorded in Deed Book 1966, Page 452 of the Clermont County, Ohio Deed Records and identified as Parcel No. 21-07-37- 127P on the Tax Maps of said County.

Based on a survey by Nordloh & Associates, Inc. under the direct supervision of Lee C. Nordloh, P.S. Ohio Registration No. 7066, dated October, 2008.

8533399.11 THIS PAGE INTENTIONALLY LEFT BLANK COOPERATIVE AGREEMENT (CITY OF MILFORD, OHIO - FUSSBALL CLUB CINCINNATI, LLC PROJECT)

THIS COOPERATNE AGREEMENT (the "Agreement') is made and entered into this __ day of , 2018 (the "Effective Date"), by and among the CITY OF MILFORD, OHIO (the "City"), a municipal corporation duly organized and validly existing under the Constitution and the laws of the State of Ohio (the "State") and its Charter, the COUNTY OF CLERMONT, OHIO (the "County"), a county duly organized and validly existing under the Constitution and Jhe laws of the State, and THE CLERMONT COUNTY CONVENTION AND VISITORS BUREAU, INC., a~.oiu~Jp.on profit corporation (the "CVB" and together with the City and the County, th~ "P~1tzes") ,~uly organized and validly existing under the laws of the State, under the circumstahces surbmarized in the following recitals. " '

RECITALS:

WHEREAS, the City, the CVB and FCC Training Facility, 'LLC; (tlie "Developer") have entered into the Professional Sports Facility Development AgreementJ da.ted as of August 1, 2018 (the "Development Agreement') which generally providesfor;tll,,~ acquisition of approximately 20 acres of real property located within the City (the "Property") and,the construction thereupon of a facility to support the operations of Fussball Club Cirlcinnati;:L::LC (a Major League Soccer team which is hereinafter referred to as the "Team"), including put not limited to, personnel training and development and management and merchandising ope.ratiqriS, along with associated tournaments, seminars and similar events (the "Projecf');ia:fi(l, '

"t~ "> WHEREAS, to facilitate the development ""Jf the Project, the County has determined to authorize and collect an IncrementafLodging fK'x (as defined below) and the County's receipts L,, collected from the imposition of that :fa;x shall be remitted to the CVB for further remission to the City and which receipts will be usecl }Jy tl}~'"City for the purpose of paying the debt service charges on securities to be issued by the City t"' WHEREAS, ~~

,Nov~(THEREFORE, in consideration of the foregoing, the promises contained herein, and other g699kd valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parti~·s covenant, agree and obligate themselves as follows:

Section 1. General Agreement. 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 between the Parties, the Parties intend to and shall cooperate in the manner described herein to provide for the acquisition of the Property and to facilitate the construction of the Project. Section2. Representations and Covenants of the Parties.

(a) Representations and Covenants of the City. The City represents and covenants as of the Effective Date as follows:

(i) it is a municipal corporation duly organized and validly existing under the Constitution and applicable laws of the State and its Charter,

(ii) it is not in violation of or in conflict with any provisions of the layvs oJ the State or of the United States of America applicable to it that would impair its ability to carry out its obligations contained in this Agreement,

(iii) it is legally empowered to execute, deliver and perform,:this Agreement and to enter into and carry out the transactions contemplate4 bythis Agr{ement,

(iv) that execution, delivery and performct:~ce doe~ not and will not violate or conflict with any provision oflaw applicable to it,,ili~1uding its Charter, and does not and will not conflict with or result in a default under aBy agre,~ment or instrument to which it is a party or by which it is bound, '. ·', 1~,,J

(v) this Agreement has, by proper action;' been duly authorized, executed and delivered by it and all steps necessary tp b{(:;taken by it have been taken to constitute this Agreement, and its covenants and ;:1,ireeriients contemplated herein, as its valid and binding obligations, enforceal;>l:e in acdord~11.ce with their terms, '-d;j;~r,::: (vi) to the knowledge.of.the undersigned City officials, there is no litigation pending or threatened against m By it wherein an unfavorable ruling or decision would materially adversely affe9t its.~bility to carry out its obligations under this Agreement,

(vii) ,•'if.~lll do all things in its power in order to maintain its existence or assure the assumpti01f8f its obligations under this Agreement by any successor public body, and

(viii) Qrdinance No. passed by its City Council on ______, ~018,,atithorizing the execution and delivery of this Agreement, has been duly passed apq, is in full force and effect as of the Effective Date. 91-~; -- •

(b) 1 · Representations and Covenants of the County. The County represents and covenant&,{s of the Effective Date as follows:

(i) it is a county duly organized and validly existing under the Constitution and applicable laws of the State,

(ii) 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 it that would impair its ability to carry out its obligations contained in this Agreement,

- 2 - (iii) it is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement,

(iv) that execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to it, and does not and will not conflict with or result in a default under any agreement or instrument to which it is a party or by which it is bound,

(v) this Agreement has, by proper action, been duly authorized, exe6tit~4and delivered by it and all steps necessary to be taken by it have been taken':fo;constltute this Agreement, and its covenants and agreements contemplated h~r,!(jp, as its valid and

binding obligations, enforceable in accordance with their terms, 1 ·

(vi) to the knowledge of the undersigned County 16ffrti~l, tlt~{~ is no litigation pending or threatened against or by it wherein an unfavor~ble tul!ng or decision would materially adversely affect its ability to carry out its obligatiop.s ~rider this Agreement,

(vii) it will do all things in its power in ot~er fo'maintain its existence or assure the assumption of its obligations under this P;greementby'any successor public body, and

(viii) Resolution No. ac,lopted by its Board of County Commissioners on __£,' 2Q 18, .authorizing the execution and delivery of this Agreement, has been duly adopted ;an~ is ill, full force and effect as of the Effective Date.

(i) it is a non-profiJ corporation duly organized and validly existing under the applicable laws.. ,of t]J.e State/ 7 pM4i .,••

1 (ii) )(is ~ot in violation of or in conflict with any provisions of the laws of the State or of.the UrtjJed States of America applicable to it that would impair its ability to carry out ik6blig{itions contained in this Agreement,

:: . . (iii) it is legally empowered to execute, deliver and perform this Agreement and tq enter into and carry out the transactions contemplated by this Agreement, ,·( (iv) that execution, delivery and performance does not and will not violate or conflict with any provision of law applicable to it, and does not and will not conflict with or result in a default under any agreement or instrument to which it is a party or by which it is bound,

(v) this Agreement has, by proper action, been duly authorized, executed and delivered by it and all steps necessary to be taken by it have been taken to constitute this

- 3 - Agreement, and its covenants and agreements contemplated herein, as its valid and binding obligations, enforceable in accordance with their terms,

(vi) to the knowledge of the undersigned CVB official, there is no litigation pending or threatened against or by it wherein an unfavorable ruling or decision would materially adversely affect its ability to carry out its obligations under this Agreement,

(vii) it will do all things in its power in order to maintain its existen9~1 or assure the assumption of its obligations under this Agreement by any successor pub\jc body, and

(viii) Resolution No. adopted by its Board iof Directors on ______, 2018, authorizing the execution and delivery qJ ~pis Agre~ment, has been duly adopted and is in full force and effect as of the Effective' Date~ ..·

Section 3. Determinations, Further Representations and Agreements of the Parties. ·; (a) The County represents that it has a population greater tnan one hundred ninety thousand and less than two hundred thousand according tqniiliio16 federal decennial census and that it levies an excise tax under Ohio Revised Code Section 5739.09(A)(l) as a rate of three per cent (the "Existing Lodging Tax") on transactions py which :lodging by a hotel is or is to be furnished to transient guests. · .

(b) The Parties have determine<} tliqt th~'Team is a member of Major League Soccer (a/k/a MLS) and for purposes of Ohio Re~il'i~a Cpde Section 5739.09(A)(12)(a)(ii) constitutes a major league professional athletic terny.'o .. ··

(c) The Parties have detenhined that the Project will be constructed to support the Team and will constitute a "professi01pl rsport;;rfacility" for purposes of Ohio Revised Code Section 5739 .09(A)(12)( a)(ii). .

,..• ,, ., ; (d) The P~[t~~s have, determined that the CVB heretofore entered into the Development Agreement, which De,;V.~lppmerl't Agreement provides for, among other matters, the construction of the Project, which J>rojett,will be located upon the Property which Property will be acquired, in 4~- '>. ~/ whole or in part, :Witlip~oceeds of City Securities which City Securities will be paid, in whole or in part, from re~eipts q~~he fucremental Lodging Tax. .re:) '·•· ,The Parties agree that for purposes of this Agreement, (i) "City Securities" shall m~art anY S~f~Urities (or refunding securities) issued by the City for the purpose of paying the costs of acqilfyip:g the Property, and which may also include proceeds to be used for the payment of any costs relating to the acquisition of the Property or the issuance of such securities, (ii) "debt service charges" shall mean the principal of and interest and redemption premium (if any) payable on those City Securities, and (iii) any City Securities shall be deemed no longer "outstanding" if (A) those City Securities have been paid or redeemed in full, (B) the City reasonably determines that sufficient monies are on deposit in the City fucremental Lodging Tax Account to provide for the payment or redemption in full of those City Securities or (C) the City reasonably determines based upon a report of an independent public accounting firm that sufficient monies and investments

- 4 - are on deposit in the City Incremental Lodging Tax Account or such other account which monies and investments will produce sufficient amounts, together with related investment earnings, to provide for the payment or redemption in full of those City Securities.

Section4. County Actions and Agreements.

(a) Pursuant to the authorization in Ohio Revised Code Section 5739.09(A)(12)(b), the County's Board of County Commissioners has heretofore adopted Resolution NoJ'''~ on ______, 2018 (the "Authorizing Resolution") authorizing the increase o(th,~J§xi~ting Lodging Tax by one per cent (with such additional one percent excise tax being referred fo;herein as the "Incremental Lodging Tar'). " "'"'"'

~{-~.-'' (c) No later than the fifteenth (15th) business q~ybt;,~achcal'endar month, the County will remit to the CVB (in a manner which shall be agreed,:upon'by the County and the CVB) all amounts which the County received in the then imm~diatelyp:reteding calendar month from the imposition of the Incremental Lodging Tax. ' . /.

(d) Until the earlier of (i) such;tifue as, ,the County has received written notification from the City as is provided for in Section 6(d)(v)ofthis Agreement or (ii) December 31, 2038, the County agrees that it will not repeal or. requge the rate of the Incremental Lodging Tax, or otherwise take any action which wo~ld.result iii'a diminution in the amount of receipts from the imposition of the Incremental Lodging 'I~x.

(e) The County acknowledges that the City is relying upon the County's agreements set forth herein and the re9~ip~s from tln:{hnposition of the Incremental Lodging Tax for the purposes set forth in Section 6(dJ.) '"

Section 5. CVB·Actions and Agreements. ,Y 11 (a) ['No {~tefthan the twentieth (20t ) business day of each calendar month, the CVB will r~initJ§ tlw,~ity (in a manner which shall be agreed upon by the CVB and the City) all Inc:;remental'.J;.,odhng Tax monies which the CVB received from the County pursuant to Section 4(c).t. ' ·

(b) Until such time as the CVB has received written notification from the City as is provided for in Section 6(d)(v) of this Agreement, the CVB agrees that it will not take any action which would result in a diminution in the amount of receipts which the City would receive pursuant to Section 5(a).

- 5 - ( c) The CVB acknowledges that the City is relying upon the CVB 's agreements set forth herein and the receipts from the imposition of the Incremental Lodging Tax for the purposes set forth in Section 6( d).

Section 6. City Actions and Agreements.

(a) The City agrees that promptly following the Effective Date it will create an account into which all Incremental Lodging Tax monies which it receives from the CVB pursuant to Section 5(a) will be deposited (the "City Incremental Lodging Tax Account''). No bth~t monies shall be deposited into that Account.

(b) The City agrees that promptly following the issuance of any ,City Securities by the , c,, • ' 'iJY City, the City will determine the amount of debt service charges which will be payable' during each calendar year that those City Securities will be outstanding and promptly tl\{!reaft~ will notify the 1 County and the CVB of such amounts. i/ · ,, tk"'

(c) The City agrees that promptly following the acquisitio:p, ofifhe Property by the City as is provided for in the Development Agreement, the <:;!~

( d) The City agrees that monies on dep()sit j1'( the City Incremental Lodging Tax Account shall be used as follows:

(i) First - to maiµtain a b~l~;t,1;9~ equal to the debt service charges payable in respect of the then outstanding Eity Securities in the then next succeeding twelve month period and to pay those debt sefV:ic~ charges when they become due, '""'' ''y (ii) Second-to reithburse the City for any Accrued Deficit and for purposes of this paragraph ~e,c;oyd, ''Accru:~d Deficit'' shall mean any portion of the debt service charges on the City S.ecmtities which the City has theretofore paid from its monies (other than the Incremental Lgdgmg Tax receipts) which has not yet been reimbursed from the monies on deposit in t~e Cify;Ipcremental Lodging Tax Account, f7 · . .," ";>

.. ;; (iii} ;Third - to reimburse the Developer for such portion of the Developer /,Cqptfibuti9n which has not yet been reimbursed from the monies on deposit in the City ..;; Increrµenta1 Lodging Tax Account,

(iv) Fourth - to the extent that any monies remain in the City Incremental Lodging Tax Account after the applications in paragraphs First, Second and Third and for so long as any portion of the City Securities remain outstanding, such excess monies shall remain in the Incremental Lodging Tax Account and used in future years for the purposes described in paragraphs First, Second and Third,

(v) Fifth - once the City determines that no portion of the City Securities remain outstanding, (A) the City will promptly provide written notification to the County and the

- 6 - CVB of such determination, (B) any monies then remaining in the City Incremental Lodging Tax Account shall (1) first, be used to reimburse the City for any Accrued Deficit and (2) second, be promptly remitted to the CVB (in a manner which shall be agreed upon by the CVB and the City), (C) the County and the CVB shall have no further obligation to make the remittances as provided for in respective Sections 4(c) and 5(a), and (D) no Party shall have any obligation to remit to the Developer from any other sources any balance then remaining on the Developer Contribution.

(e) The City agrees that no later than February 1 of each calendar year, tl!:~,,~ity will provide a written report to the County and the CVB setting forth (i) the then curr~nt bal~~ce ffi. the City Incremental Lodging Tax Account, (ii) the debt service charges scheduled fo.;be paiCl on the outstanding City Securities in the then current calendar year, (iii) the then cup;~pt balarrs:~{if any) of the Accrued Deficit and (iv) the then current balance (if any) of the Develop~ Contribution.

(f) The Parties agree that no interest shall accrue or be p~yable ~neither any Accrued Deficit or the Developer Contribution. · .

Section 7. Miscellaneous.

(a) Assigrnnent. This Agreement may no~be assignedwithout the prior written consent of all non-assigning Parties.

(b) Binding Effect. The provisionsrof this l\..gre~ment shall be binding upon and inure to the benefit of the Parties and their respectiv~ sµcce::;sprs and permitted assigns. ,«''~~ ( c) Captions. The captio}m~ and heailmgs in this Agreement are for convenience only and in no way define, limit or describe;" the scope or intent of any provisions or sections of this Agreement. lef.;&\., ·

( d) Day forPerformance:·11;~erever herein there is a day or time period established for performance and suc;ItClay' or the expiration of such time period is a Saturday, Sunday or legal holiday, then such tin!~ for pen6rmance shall be automatically extended to the next business day. '-.,,,, 'v~/ (e) Eritk~A.gteement. This Agreement constitutes the entire Agreement between the Parties on tht9 subjecf matter hereof and supersedes all prior negotiations, agreements and under~tangiefgs, bg.th written and oral, between the Parties with respect to such subject matter. This Agr<;::fuient :hi;ay hot be amended, waived or discharged except in an instrument in writing executed bfil1e Parti~s~ -;- .-5-

(f) Events of Default and Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party hereto, such defaulting Party shall, upon written notice from any non-defaulting Party, proceed 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 defaulting Party shall upon written notice from any non-defaulting Party commence its actions to cure or remedy said

- 7 - breach within said thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved non-defaulting Party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach.

(g) Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to constitute an original, but all of which together shall cg~titute but one and the same instrument. It shall not be necessary in proving this Agreement td' p:r'bduce or account for more than one of those counterparts. · · ;~-,~/(tftfi·: (h) Extent of Covenants; No Personal Liability. All covep.aµts, oblig,ations and agreements of the Parties contained in this Agreement shall be effective to tile ext~nt authorized and permitted by applicable law. No such covenant, obligation or agreewent s4~ll b'ej deemed to be a covenant, obligation or agreement of any present or future member~.offic,er, 'age:rft or employee of the City, the County or the CVB other than in his or her official capacity, 1and neither the members of the legislative bodies of the City, the County or the CVB nor anyCitY~ County or CVB official executing this Agreement shall be liable personally undo/tllis Agteen{ent or be subject to any personal liability or accountability by reason of the executi6n.thereqf or by reason of the covenants, obligations or agreements of the City, the County and tli~ cVI3: cQnt~ined in this Agreement. ~ '~;-(

(i) Governing Law. This Agreement shall .be gc,)vemed by and construed in accordance with the laws of the State of Ohio without i;ega.i:d to«if~ principles of conflicts of laws. All claims, counterclaims, disputes and other matters ill ql.l~stion between the City, its agents and employees, the County, its agents and employee~f!and th6 CJIB, its agents and employees, arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within Clermont County, Ohio. ; • ·

_,f;'/f, -_>~:, ) (j) Legal Authority. ;The Parties respectively represent and covenant that each is legally empowered to execute,, <;leliver alla perform this Agreement and to enter into and carry out the transactions contemplAfed by this Agreement. The Parties further respectively represent and covenant that this Agr¢efu.ent hils, by proper action, been duly authorized, executed and delivered by the Parties and al1Astep~'.3b,~cessary to be taken by the Parties have been taken to constitute this Agreement, and tl}ercbveii~ts and agreements of the Parties contemplated herein, as a valid and binding obligation of}he Parties, enforceable in accordance with its terms. _;,~{ >; ;:~

. (k) Lifuit on Liability. Notwithstanding any clause or provision of this Agreement to t~ contrary,;in no event shall the City, the County or the CVB be liable to each other for punitive, special, c9i1sequential, or indirect damages of any type and regardless of whether such damages are claimedtmder contract, tort (including negligence and strict liability) or any other theory oflaw.

(1) Notices. Except as otherwise specifically set forth in this Agreement, all notices, demands, requests, consents or approvals given, required or permitted to be given hereunder shall be in writing and shall be deemed sufficiently given if actually received or if hand-delivered or sent by recognized, overnight delivery service or by certified mail, postage prepaid and return receipt requested, addressed to the other Party at the address set forth in this Agreement or any addendum

- 8 - to or counterpart of this Agreement, and shall be deemed received upon actual receipt, unless sent by certified mail, in which event such notice shall be deemed to have been received when the return receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:

(i) the City at: City of Milford, Ohio 745 Center Street Suite 200 Milford, Ohio 45150 Attention: City Manager

(ii) the County at: County of Clermont, Ohio

101 East Main Street f;'::~~;::~' Batavia, Ohio 45103 " Attention: County Admiµistrator ' -~1%'.t/ (iii) the CVB at: The Clermont County Convention and Visitors Bureau, Inc. P.O. Box 100,;''-'•: {/ 410 East Main Street Batavia,cOhio -.ifS;lQJ" Attenti~n: President ., ·: y' / The Parties, by notice given hereunder, may•designftte any further or different addresses to which subsequent notices; certificates, requests or other corpmunications shall be sent. /s!f:!r _,,,_ (m) No Waiver. No righ(o:i:remedflierein conferred upon or reserved to any Party is intended to be exclusive of any other iigh,.! or remedy, and each and every right or remedy shall be cumulative and in addition to any J>ther rign{ or remedy given hereunder, or now or hereafter legally existing upon the occurrence of any ev~nt of default hereunder. The failure of any Party to insist at any time upon the strict9p~ervance or"'performance of any of the provisions of this Agreement or to exercise any right or41recl~dy as provided in this Agreement shall not impair any such right or remedy or be constru~d~s a\va!ver or relinquishment thereof. Every right and remedy given by this Agreement to the ~?Ji:ies·~~reto may be exercised from time to time and as often as may be deemed expedient by the pai,tl€~ h

__ {n} _1 ~ecitals. The Parties acknowledge and agree that the facts and circumstances as described m.the1lecitals hereto are an integral part of this Agreement and as such are incorporated herein l:Jy ref.erence.

(o) Severabilitv. 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.

- 9 - (p) Survival of Representations and Warranties. All representations and warranties of the Parties in this Agreement shall survive the execution and delivery of this Agreement.

( q) Term of Agreement. This Agreement shall become effective as of the Effective Date and will continue until the Parties' respective obligations set forth herein have been fulfilled, unless earlier terminated in accordance with this Agreement.

c/$h$; (r) Third Partv Beneficiaries. Nothing in this Agreement, express orjmplied, is intended to or shall confer upon any other person any right, benefit or remedy of aµy 'npture whatsoever under or by reason of this Agreement. f)Jt/,

i '\;'.;:,' )>.~ ' _J'-f' (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE i:AGE ~OLLOWS)

- 10 - IN WI1NESS WHEREOF, the City, the County and the CVB have caused this Agreement to be executed in their respective names by their duly authorized representatives, all as of the Effective Date written above.

CITY OF MILFORD, Omo COUNTY OF CLERMONT, Omo

'7,,>!:,.q :

~;-_ Printed: __----"-'M=i=c=h=ae=l'-"D=-=os=s'------Printed: __---=Th~o~m~a~s~J~._E_1'...,.ge_l ___ ·'_·'"/_· __ "!:'.),

Approved as to Form: THE CLERMONT CoiJNTY CONVENTION Al"TD VISITORS J:!,ImjAV, INC. 4./

By: ______~y: __~------

Printed: ---=-===-======------Mike Minniear Printed'.------Jeff Blom

Title: ----=--=-===-==------President

- 11 - FISCAL OFFICER'S CERTIFICATES

The undersigned, Director of Finance of the City under the foregoing Agreement, certifies hereby that the City has no present financial obligation under the foregoing Agreement during Fiscal Year 2018. This Certificate is given in compliance with Sections 5705.41and5705.44, Ohio Revised Code.

Dated: -----, 2018 I

Director of Finance 4·• City of Milford, Ohio;r"'"·;;

.i f)} The undersigned, County Auditor of the County under the f9regpillg Agreement, certifies hereby that the moneys required to meet the obligatiol}S"'"(}f. the. County under the foregoing Agreement during Fiscal Year 2018 have been appropriated]awfully for that purpose, and are in the Treasury of the City or in the process of collection tsf'Jh,e credi:t: .. of an appropriate fund, free from any previous encumbrances. This Certificate is given ·i4. compliance with Sections 5705.41 and 5705.44, Ohio Revised Code.

Dated: _____,2018 County Auditor County of Clermont, Ohio

- 12 - THIS PAGE INTENTIONALLY LEFT BLANK REVIEW DRAFT PRODUCED 08/10/18

Clermont County Port Authority PRELIMINARY DEVELOPMENT TERM SHEET (FC CINCINNATI PROFESSIONAL SPORTS FACILITY PROJECT)

Date: August_, 2018

This preliminary draft Term Sheet is provided for discussion purposes only and is subject to review, change, and approval by all parties. The proposed terms and conditions herein represent the primary business points under which the Clermont County Port Authority (the "Port Authority") will enter into negotiations for the proposed financing, construction, and lease agreements with respect to the proposed Project, and thus shall not be construed as binding upon either party until the mutual execution of all requisite financing, construction, and lease agreements occur. Any obligations that may be deemed to arise under this Term Sheet are contingent on FC Cincinnati (defined infra) obtaining all necessary corporate approvals and the Port Authority obtainingBoqrd approval. This Term Sheet is proprietary and confidential to the extent permitted by law.

This term sheet ("Term Sheet") outlines a financiQ.g proposal by the Port Authority in support of the construction of a professional sports facility that will, among other t~ings, act as th~ training facility for the professional soccer team FC Cincinnati (the "Project") to be generally located at' the southwest intersection of I-275 and U.S. 50 in the. City of Milford, Ohio (the "City"), Clermont County (the "County") on parcels of land more fuliy desg:ibed in Exhibit A attached hereto (collectively, the "Property").

The Port Authority proposes to sµpport the Project by (i) accepting fee titl~ to the Property, (ii) entering into a lease and constcytction arrangement with FCC Training Facility; LLC ("FC Cincinnati") pursuant to which the Property sha... 11 be leased.to FC Cincinn.ati and the Project shall be constructed, and (iii) the issuance of taxable lease revenue bonds (the "Lease' Revenue Bonds") secured by rental payments under the Lease (defined infra).

The Port Authority and FC Cincinnati anticipate that.the City will issue non-tax revenue debt of the City in an amount sufficient to yield $3.5 million in net proceeds for acquisition of the Property (the "City Bonds"). Simultaneously, the City will also issue annual appropriation obligations in the estimated aggregate principal amount of $1.5 million to FC Cincinnati or an affiliated entity (the "Annual Appropriation Obligations" and, together with the City Bonds, the "City Obligations"). A portion of the City Obligations will be used to acquire the Property, fee title to which shall be transferred to the Port Authority. Thereafter, FC Cincinnati will lease the Property from the Port Authority pursuant to a 360- day lease, renewable at the mutual option of PC Cincinnati and the Port Authority.

The Port Authority will also issue the Lease Revenue Bonds to finance a portion of the costs of the Project. FC Cincinnati will be responsible for the construction, equipping, and improvement of the Project on behalf of the Port Authority in accordance with an agreement between FC Cincinnati and the Port Authority.

TERMS AND CONDITIONS OF TIDS TERM SHEET ARE SPECIFIC TO THIS PROJECT BASED ON VARIOUS FACTORS AND HAVE NO BEARING, RELEVANCE OR INFLUENCE ON ANY PAST OR FUTURE PORT AUTHORITY TRANSACTIONS WHATSOEVER. REVIEW DRAFT PRODUCED 08/10/18

I. Project Summarl'.

Project Name: FC Cincinnati Professional Sports Facility Project

FC Cincinnati: FCC Training Facility, LLC

Project Description & FC Cincinnati is seeking assistance from the Port Authority for various Purpose: incentives with respect to the construction of the Project. FC Cincinnati intends that the Project will ensure job retention and create new commercial opportunities upon adjoining properties within the City and will create new jobs at and around the Property during and after completion. FC Cincinnati has requested the Port Authority issue bonds to assist with financing t]:ie Project for the purpose of encouraging development and job creatJbh consistent with the purposes of the Port Authority. ""'' Project Site: See Exhibit A. ·.. Project Costs: The Project will cost approximateiy $30 million to construct. {@b- ' ~ Closing Date: On or ~bout Septepiber 1, 2018. i.:''"-k > ''\ Construction Schedule: Construction is expeqjed,to begin in September of 2018.

II. Acguisition of the Pro.12erty 4 .. 'h. City Obligations: Upon issuance of tpe City Obligations, a portion of the proceeds of the City Obligations will be used by the City to purchase the Property from its current owner, or used by the City to reimburse FC Cincinnati for the costs. to purchase·Qi.e Property. >' :. . !. . ~!;.--." 0 • .y '-.·;:;' "?'4Yj, ·"·K '"<;, Purclia~~ Agreements: If the City and FC~Cincinnati determine that proceeds of the City Obligations will be used by the City to purchase the Property, FC Cincinnati will assign or cause to be assigned to the City the real property purchase agreements (collectively, the "Purchase Agreements") that FC Cincinnati has or has caused to be previously entered into for the acquisition of the Property. All contingencies under the Purchase Agreements will be satisfied at the time of such assignment except for the payment of the purchase price for the Property, which purchase price will not exceed the net proceeds of the City Obligations.

Acquisition and Transfer of Immediately after the acquisition of the Property by the City or FC the Property: Cincinnati, the City or FC Cincinnati, as applicable shall transfer fee title to the Property to the P01i Authority.

III. Lease Revenue Bonds and Lease

Summary: After the Port Authority acquires fee title to the Property, FC Cincinnati will lease the Property (inclusive of the yet-to-be-built Project) from the

2 REVIEW DRAFT PRODUCED 08/10/18

Port Authority pursuant to a Lease (as more fully described below, the "Lease"). The Port Authority will retain fee title to the Property, subject to a future purchase option and/or reversionary interest in favor of FC Cincinnati. The Port Authority will issue Lease Revenue Bonds secured by rental payments under the Lease, the proceeds of which will be used by FC Cincinnati to construct the Project on behalf of the Port Authority.

The Lease will be a triple net capital lease agreement with FC Cincinnati being responsible to pay Base Rent, Initial Rent (set forth in the Section IV - Closing Costs), Annual Rent, Additional Rent, and all expenses associated with the ongoing managemei,i.t and operation of the Project.

The Lease, or other agreement between FC Cincinnati and the Port Authority, will include the0 :obligation of FC Cincinnati to construct the Project. , -

The Port Authority, the City, FC Cincinnati, and the Clermont County Ohio Convention & Visitors Bureau, will enter into a Cooperative Agreement (the bureau being hereinafter the "CVB" and such agreement being the "Cooperative Agreement") whereby, among qther things the CVB will pledge the revenues of a, proposed 1% increase,1n the Clermont County· transient occupancy tax to the City for repayment of the City Obligation;:;. FC Qmcinnati will act as Construction Manager-at-Risk to the Port Authority fd'r {he construction of the Project.

Project Lessor: ·\'.fhe Port Authority '-~ ; =~ { < Project Lessee: FC Cincinnati ,

Construction Manager at FC Cincirlliati Risk: f- - < Term' of Lease: The initial term of the Lease will be for 360 days, renewable annually at the mutual option of the Port Authority and FC Cincinnati for up to twenty (20}additional 360-day terms. In the event the Lease expires witho_ut being renewed or is otherwise terminated in accordance with its terms,; the Port Authority will transfer to the Lessee, and the Lessee will accept, the Property and the Project.

Base Rent: Base rent under the Lease will be equal to LRB Debt Service (defined infra) as such amounts become due from time to time.

Annual Rent: See Section IV- Port Authority Administration Fees

Initial Rent: See Section IV - Closing Fees

Additional Rent: Payments of Additional Rent shall be due as required and shall generally be amounts needed to offset legal and other administrative costs incurred by the Port Authority in connection with the Lease over and above annual administrative costs covered by Annual Rent.

3 REVIEW DRAFT PRODUCED 08/10/18

Property Taxes and The Lease will provide that the lessee thereunder is responsible for Assessments: payment of any property taxes, payments in lieu of tax, and assessments accruing to the Property.

Purchase Option: FC Cincinnati, as Lessee under the Lease, and subject to the terms and conditions of the Lease, may purchase the interests of the Port Authority in the Project and the Property at any time after completion of the Project plus four years, provided (i) no defaults exist at such time, (ii) all accrued rent payments are made, and (iii) the Lease Revenue Bonds have been retired or cancelled. The purchase price for the option shall be $1.00, plus all transfer and transaction costs including attorneys' fees incurred by the Port Authority in the preparation or review of applicable documentation, all of which shall be satisfactory in form and substance to the Port Authority.

Lease Revenue Bonds: The Port Authority will }issue approximately $30,000,000 of Port Authority lease revenue bonds (as referenced above, the "Lease Revenue Bonds") to finance the construction of the Project. The Port Authority will make the bond proceeds available to FC Cincirinati to purchase and construct the Project. The Lease Revenue Bonds will be pµrchased by FC Cinci11l}ati orits designee pursuantto a Bond Purchase Agreement. It is anticipatyd that FC Cincirinati may fund a portion of such purchases through draws on a· financing to be obtained by FC Cincirinati from a construction lender (the "Lender'', and such financing being the ;"<;;onstruction Financing"). In such event,5t is anticipated that the Lease ;;~evenue Bonds would be pledged as security to the Lender for the Construction Financing. . Bond Advances: The principal amount of the Lease Revenue Bonds may be advanced in increments, as draw-down bonds, to reflect (i) construction advances m:~de under tp.e Constfu~tion Financing, and/or (ii) payments of construction costs made; by FC Cincinnati. If a draw-down structure is utilized, upon closing, an initial bond increment will be issued in an ainount equal to the eligible Project costs spent prior to closing. Such costs may include soft costs, financing costs or other costs incurred by FC Cip.cinnati at or before closing. The initial principal amount of the Lease Revenue Bonds shall be equal to the amount of this initial draw. As eligible costs are incurred by FC Cincinnati and documented to the Lender and the Port Authority, the Lender will make advances under the Construction Financing and/or FC Cincirinati will make payments of construction costs, but in either case such advance/payment will in turn be deemed advances of Lease Revenue Bonds in like amount.

Bond Terms: Principal and interest on the Lease Revenue Bonds will be payable at the same time and in the same amounts as payments of principal and interest under the Construction Financing, or, alternatively, in a balloon payment due at maturity (the "LRB Debt Service").

Fee and Leasehold The Lease Revenue Bonds will be secured by an Open-End Fee and Mortgage: Leasehold Mortgage, Assignment of Leases and Rents, and Security

4 REVIEW DRAFT PRODUCED 08/10/18

Agreement (hereinafter the "Mortgage"), which will be granted by FC Cincinnati and the Port Authority to holders of the Lease Revenue Bonds (initially, FC Cincinnati). In addition to the foregoing, the Construction Financing may be secured by a similar mortgage and assignment of leases and rents. The Port Authority will enter into any reasonably necessary assignments and subordination agreements required to secure the collateral assigned by the Port Authority to holders of the Lease Revenue Bonds and the Lender, including an assignment of the Lease as security for the foregoing.

Failure to renew the Lease will be an event of default under the Mortgage. In an event of default, the Port Authority shall have the option to put its fee interest in the Property and the Project to the holder of Mortgage and exit the transaction. 1

Notwithstanding anything' herein or elsewhere to the contrary, no obligations of thy Porj: Authority under any such documents will be a general obligation qf the Port Authority or the County.

Control of Project: FC Cincinnati will control the desigh and operation o( the Project in accordance with the Lease. FC Cincinnati, in its capacity'as construction manager at risk {"CMAR") for the Port Authority, will oversee the construction of tJi~ Project for the Port Authority. The CMAR will execute construction contracts with its general contractor in accordance with a Construction Manager-at-Risk··.. Agreement (the "CMAR 1\-greemenf') with the Port Authority. Such contracts will identify the Port,Authority as holding title to the Project (subject to the Lease) and include an acceptable acknowledgement that the Port Authority has no obligation or liability under any such contracts except from amounts provided under the CMAR Agreement and the Lease. The CMAR will be, responsible for completion of the Project on time and on budget, and for any cost overruns.

~Notwithstanding the foregoing, it is anticipated by the parties that FC qincinnati will retain Federal tax ownership of the Project and all the iri(;:idents appurtenant thereto (including but not limited to depreciation), and .the Port Authority will not treat the Project as being owned by the Port Authority for purposes of Federal taxation. / IV. Additional Items

Closing Fee: The closing fees associated with the Project will be paid by FC Cincinnati on the date the Lease is executed (the "Closing Date") and will consist of the following fees:

(i) The costs of recording all instruments to be recorded, and the premiums relating to all title insurance policies; and

(ii) Initial Rent under the Lease in an amount equal to

5 REVIEW DRAFT PRODUCED 08/10/18

$105,000 plus reasonable legal fees of the Port Authority incurred in connection with the transactions described herein.

Port Authority In additional to the foregoing, the Port Authority will collect as Annual Administrative Fees: Rent under the Lease an amount equal to $9,000 per annum for use in offsetting costs associated with monitoring the Lease Revenue Bonds.

Indemnitor: FC Cincinnati

Indemnification: Except in the event of gross negligence or willful misconduct of the Port Authority, the Indemnitor will defend aµd indemnify the Port Authority from any cost, expense, liability, claim; lawsuit or other loss incurred by the Port Authority as a result of ~ny condition affecting the Project Site or Project, including any enviropm,ental condition or event, any mechanics' or other liens and any taxe~ or ~ssessments or other impositions. ) Except in the event of gross negligence or willful misconduct of the Port Authority, the Inde1Ilnitor will defend and indemnify the Port Authority against any cost, expense, liability, claim, lawsuit or other loss asserted against, incurred by or imposed upon the Port Authority arising from, related,,to'or in connection with the Property or the Project or the leasing, operatiori, use, maintenance or repair of the Project, or any action or failure to i:i.ct on the part of the Lessee including without limitation, costs, expenses, liabilities, claims, lawsuits or other losses related to damage to ·Or loss of property or injury to qr death of any person, and any claim that sales or use taxes are payable with respect to the purchase of building and cotisJruction materials incorporate4 into the Project, and any claim that real property taxes or payments in lieu of tax are payable with respect to the Property or the Project during the term of the Lease. The foregoing is intended ~s a .description, is not intended to be either complete or definitive 'and ,j~ subject to;final agreement in the definitive documents evidencing the proposetl transaction. ',· :;

PropertjTaxes: Provided the remaining term of the Lease remains less than one calendar year, it is anticipated that the Property and the Project will be exempt from regl property taxation pursuant to ORC Section 4582.46 and/or additional statutes under the ORC.

The Port Authority will reasonably cooperate with FC Cincinnati to effect an exemption from real property taxation for Property and the Project.

Nothing herein, or in the Lease, or any other transaction document shall require the Port Authority to pay any such real property taxes or be construed as a guarantee by the Port Authority of the availability or of the amount of any such tax savings. The proposed structure and the resulting benefits are being offered as a job creation, preservation and retention incentive, to reduce the ongoing operating costs of the Project and induce FC Cincinnati to complete the Project in the manner agreed to, and thereby promote the public purposes of the Port Authority.

6 ' REVIEW DRAFT PRODUCED 08/10/18

Sales and Use Tax Benefit: Due to Port Authority ownership of the Project, the purchase of building and construction materials to be incorporated into the Project is expected to be exempt from Ohio state and local sales/use taxes.

When it becomes necessary to order construction materials for the Project, pursuant to the provisions of the Lease or the CMAR Agreement, the Port Authority will issue a Construction Contract Sales Tax Exemption Certificate ("Exemption Certificate") that can be used for the purchase of building and construction materials for the Project.

Nothing herein, or in the Lease, or any pther transaction document shall require the Port Authority to pay aqy 'such taxes or be construed as a guarantee by the Port Authority of the availability or of the amount of any such tax savings. The proposed structure and the resulting benefits are being offered as a job creation, preseryation and retention incentive, to reduce the costs of the Project and induce FC Cincinnati to complete the Project in the manner agreed to, and thereby promote the public purposes of the Port Authority. .. ,, · . Port Authority The Port Authority, as owner of the Property and the Project and as lessor Cooperation: under the Lease will agree to cooperate with the FC Cincinnati and will, at the request ofFC Cincinnati (at no cost to the Port Authority and subject to appropriate iriqeinnification), sign authorizations reasonably necessary in connection with'. th~~'Propurement of permits, governmental approvals or, similar items in c'ollrlection with the construction, development, lljlasing, manage~ent and operation of the Project. ) FC Cincjnnati will agree to reasonably notify the Port Authority of its intentions with respect to any material changes in use of the Property or Project (e.g.~ any significant additions or renovations after completion of the Project) an4.o!J. n:quest,·but at no cost to itself, the Port Authority will reasonably cooperati w1th FC Cincinnati in facilitating or implementing ·Such transactions. , '"' •. IV · · Additional Ryquirements: Iµ addition to the items otherwise identified above, the following will be required by the'Port Authority prior to the Closing Date:

(i) evidence of all required insurance, including required loss payee and additional insured certificates; (ii) customary legal opinions from all parties.

Documents: In addition to the items otherwise identified above, the following documents will be executed by the parties on or prior to the Closing Date:

(i) Bond documentation, including a form of Bond (ii) Bond Purchase Agreement (iii) Lease Agreement (iv) Indemnification Agreement (v) Open-End Fee and Leasehold Mortgage (vi) Notice of Commencement (R.C. § 1311.252)

7 REVIEW DRAFT PRODUCED 08/10/18

(vii) Construction Manager At-Risk Agreements (viii) Memorandum of Lease Agreement (ix) Cooperative Agreement (x) Any other document deemed necessary for the transaction

v. Accentance Upon acceptance of the Tenn Sheet by the Port Authority, FC Cincinnati shall pay to the Port Authority a nonrefundable deposit in the aggregate amount of twenty thousand dollars ($20,000) for legal costs associated with preparation of the Lease and issuance of the Lease Revenue Bonds. The Port Authority and FC Cincinnati each have the right to terminate its participation in the Project and to withdraw its acceptance of this Term Sheet prior to the Closing Date.' On the Closing Date, the initial deposit shall be credited against the Initial Rent. However, in the event of termination by FC Cincinnati for any reason or ifthe transaction fails to close by September 30, 2018, and FC Cincinnati and the Port Authority have not established a date occurring after September 30; 2018 on which they both intend to close the transaction, FC Cincinnati agree to pay all reasonable out of pocket costs and professional fees incurred in accordance with the terms set forth above through the termination date to the extent not covered by the $20,000 deposit. Amounts due shall be paid within thirty (30) days of notice of termination. If, before the closing date, there are any substantial changes to the Term Sheet or the Project, the Port Authority reserves the right to cancel or amend the terms and the financing costs described herein. The Port Authority will not be responsible to FC Cincinnati for any fees qr expenses if the transaction does not close. ,

The parties hereto acknowledge that this Terih Sheet is not a comprehensive agreement intended to include all essential elements of the defi'nitive agreetll;ents .between such parties necessary to complete the Project as described herein. The omission of any such essential elements is not intended as an indication by either party that any such elements are not required to complete the transactions contemplated herein. ·

Successful closing of this transaction is subject to execution of the Cooperative Agreement, the approval of the Port Authority Board of J:)irectors, and the approval of FC Cincinnati, delivery of satisfactory legal opffi.!ons, completion of due diligence, and completion of final documentation.

TERMS AND CONDITIONS OF THIS .TERM SHEET ARE SPECIFIC TO THIS PROJECT BASED ON V AJUOUS FACTPR.S AND li:AVE NO BEARING, RELEVANCE OR INFLUENCE ON ANY PAsT'oR FUTURE PORT AUTHORITY TRANSACTIONS.

[Signature Page to Directly Follow]

8 REVIEW DRAFT PRODUCED 08/10/18

This Preliminary Development Term Sheet by and between the Clennont County Port Authority and FCC Training Facility, LLC relating to the FC CINCINNATI PROFESSIONAL SPORTS FACILITY PROJECT is entered into as of the date first referenced above.

CLERMONT COUNTY PORT AUTHORITY

By: ______Name:. ______Title: ______

FCC TRAINING FACILITY, LLC

By: ______Name: ______Title:------~---

[Signature Page to Clennont County Port Authority Term Sheet] REVIEW DRAFT PRODUCED 08/10/18

EXHIBIT A Description of the Property

DIXON PROPERTY Auditor's Parcel No. 21-07-37.121P Situated in Edward Simpson's Military Survey No. 1770, Miami Township, Clermont County, Ohio and being more particularly described as follows:

Commencing at a P.K. Nail in the centerline of U.S. Route 50 where said centerline intersects the west right-of-way line of Interstate 275; thence along said centerline North 54°54'04" West 563.30 feet to a point; thence leaving said centerline South 1°24'34" East 442.60 feet. to a point and the true place of beginning for this description; thence continuing South 1°24'34" East 681.17 feet to a point; thence South 83°25'39" West 197.47 feet to an iron pin; thence South 77°25'39" West, 396.00 feet to a point; thence South 57°25'39" West, 170.94 feet to a point; thence South56°10'39" West, 100.84 feet to a point; thence North 55°53'15" West, 148.76 feet to a point; thence North 4°56'59" East, 979.79 feet to a point; thence North 4°09'25" West, 84.58 feet to a point; thence North.;22°56'25" East, l 14.50 feet to a point; thence North 5°41'57" East, 91.74 feet to a point; thence South 63°58'24" East, 532.34 feet to a point; thence South 61°06'06" East, 350.00 feet to the place ofh,eginning containing 20.00 acres ofland.

BEAUTY RIDGE Auditor's Parcel No. 21-07-37.-127P: Situated in Edward Simpson's Military' Survey No. 1770, Miami Township, Clermont County, Ohio, in the City of Milford and being more particularly described as follows:

Commencing at a point in the centerline of U.S. Route 50 ,where the same is intersected by the westerly line of Interstate 275; thence along the centerline of U;S. Route 50, North 54 deg. 54 minutes 04 seconds West, 563.30 feet to the trutt point of beginning for this description; thence leaving said centerline South 1 deg. 24 minutes 34 seconds :East, 442.60 feet to an iron pin; thence North 6f deg. 06 minutes 06 seconds West, 350.00 feet to an iron pin;.thence North 63 deg. 58 minutes 24 seconds West, 182.56 feet to a point; thence North 27 deg. 20 minutes 38 seconds East, 447.67 feet to a point in the centerline of U.S. Route 50; thence along said centerline South 4 7 deg. 47 minut~~ 23 seconds ~ast, 171.49 feet to a P .K. nail; thence South 54 deg. 54 minutes 04 seconds East, 155.15 feet to th~ begirini:hg. Containing 3.9254 acres ofland. f . ' .· J LESS ANP EXCEPT the following property conveyed to 731 US Route 50, Ltd., by General Warranty Deed recorded February 12, 2009 in Official R~cord Book 2161, Page 1243, as set forth as follows:

Situated in Simpson's Military Sµrvey #1770, Milford (Miami) Township, City of Milford, Clermont County, Ohio and being more particularly described as follows:

Beginning at the intersection of the westerly Limited Access Right of Way line of Interstate Route 275 with the centerline of United States Route 50;

Thence North 54 degrees 54 minutes 04 seconds West for a distance of 560.30 feet with the centerline of said US Route 50;

Thence South 01 degrees 24 minutes 34 seconds East for a distance of 204.27 feet leaving said centerline of US Route 50 with the westerly line of Donald L. and Joanne Kellerman and passing a set 5/8" Iron Pin at a distance of 31.10 to a set 5/8" Iron Pin and Cap and the real place of beginning for this description;

Thence South 01 degrees 24 minutes 34 seconds East for a distance of 238.33 feet continuing with the westerly line of Donald L. and Joanne Kellerman to a set 5/8" Iron Pin and Cap;

A-1 REVIEW DRAFT PRODUCED 08/10/18

Thence North 61 degrees 06 minutes 06 second West for a distance of 46.33 feet with the northerly line of Max and Mona Dixon to a set 5/8" Iron Pin and Cap;

Thence North 01degrees24 minutes 34 seconds West for a distance of3.62 feet leaving the northerly line of Max and Mona Dixon to a set 5/8" Iron Pin and Cap;

Thence North 38 degrees 31 minutes 52 seconds West for a distance of 24.36 feet to a set 5/8" Iron Pin and Cap;

Thence Nmth 01 degrees 30 minutes 19 seconds West for a distance of94.26 feet to a set 5/8" Iron Pin and Cap;

Thence North 35 degrees 54 minutes 40 seconds East for a distahce of 24.51 feet to a set 5/8" Iron Pin and Cap;

Thence North 01 degrees 24 minutes 34 seconds West for ~)distance of 78.16 feet to a set 5/8" Iron Pin and C~; .

Thence North 88 degrees 35 minutes 26 seconds East for a distance of 40.00 feet to the place of beginning;

Said property contains 0.2467 acres mqre or less.

The above described real estate is a part of the s~tne premises described as recorded in Deed Book 1966, Page 452 of the Clermont County, Ohio De~d Records and identified as Parcel No. 21-07-37-127P on the Tax Maps of said County. · ·

Based on a survey by Nordloh & Associates, Inc. under the direct:supervision of Lee C. Nordloh, P .S. Ohio Registration No. 7066, dated October, 2008.

0132496.0663557 4844ci993-3679v6

A-2 THIS PAGE INTENTIONALLY LEFT BLANK REVIEW DRAFT PRODUCED 08/10/18

CLERMONT COUNTY PORT AUTHORITY COMPENSATION AGREEMENT

This Clermont County Port Authority Compensation Agreement (this "Compensation Agreement") by and between the COMMUNITY IMPROVEMENT CORPORATION OF MILFORD, OHIO, an Ohio corporation non-for-profit, with its offices at 745 Center Street, Suite 200, Milford, Ohio 45150 (the "CIC"), and the CLERMONT COUNTY PORT AUTHORITY, an Ohio port authority and body corporate and politic, with its principal offices at 101 East Main Street, Batavia, Ohio 45103 (the "Port Authority"), specifies the manner and procedure to be used to compensate the Port Authority for its participation the development of professional soccer facility within the jurisdiction of the CIC and the Port Authority. .

wrrNESSETHi

WHEREAS, Fussball Club Cincinnati, LLC (the "Team") intends to construct or have constructed a facility to support operations of the Team within the jurisdiction of both the Port Authority and the CIC (the "Project");

WHEREAS, the Project will result in the creation of new jobs and employment opportunities within the jurisdiction of the Port Authority and the CIC;

WHEREAS, multiple entities intend to ~hter into contractual arrangements to facilitate various real estate and financial transactions for th~ puri)ose,offurthering development of the Project;

WHEREAS, the Port AqJhority intends to obtain an.interest in the real property upon which the Project will be located (as described in Exhibit A hereto the "Site") and enter into a lease agreement pursuant to which the Port Authority will lease the Project and the Site to the Team;

WHEREAS, the Port Authority and the CIC anticipate that the Port Authority's ownership of the Site will result in an exemption of the Site,. or a portion thereof, from real property tax (the "Tax Exemption");

WHEREAS, in order to induce construction of the Project and as consideration for the Port Authority's participation in ad'V~ncing the Pi:oject, the CIC has determined to compensate the Port Authority;

WHEREAS, the C::IC and the Port Authority have negotiated this mutually acceptable Compensation Agreement to,;2bmpensate the Port Authority and to lessen the burden of foregone revenue due to the Tax Exemption applicable to the Site.

NOW THEREFORE, in consideration of the foregoing and of the mutual promises, covenants and agreements hereinafter set forth, the parties agree as follows :

Section 1. Compensation Payments. With respect to each tax year of the applicability of the Tax Exemption to any portion of the Site, the CIC shall make, or cause to be made, payments (the "Compensation Payments" and each a "Compensation Payment"), to the Port Authority in amounts equal to the amounts provided in Exhibit B hereto. For the avoidance of doubt, Year 1 in Exhibit B refers to the first tax year during which the Tax Exemption applies to the Site or any portion thereof. REVIEW DRAFT PRODUCED 08/10/18

Section 2. Timing of Compensation Payments. Commencing in the year following the first tax year that the Tax Exemption is effective and continuing, until the year following the final tax year that the Tax Exemption is effective, the CIC shall pay to the Port Authority the applicable Compensation Payment, which Compensation Payment shall be made with respect to the immediately preceding tax year on or before February 1.

Section 3. Amendments. This Compensation Agreement may be amended or modified by the parties, only in writing, signed by the duly authorized representatives ofthe CIC and the Port Authority.

Section 4. Entire Agreement. This Compensation Agreemeiit sets forth the entire agreement and understanding between the parties as to the subject watter· contained herein and merges and supersedes all prior discussions, agreements, and undert"aklrigs of every kind and nature between the parties with respect to the subject matter of this Compensation Agrt;:ement.

Section 5. Notices. All payments, certifi9ates, reports and notices which are required to or may be given pursuant to the provisions of this Coiqpensation Agreement shaU be sent by regular mail, postage prepaid, and shall be deemed to have beeri given or delivered when so mailed to the following addresses:

Port Authority: Cle~ont. County Port Authority 101 East Main Street Batavia, Ohiq ,45103 Attn: ExecutiveDirector

CIC: Community hnprovement Cf.6rporation of Milford, Ohio 745 Center Street, Suite 200 Milford, Ohio 45150 Attn:

Any p~fty may change its contact or address for receiving notices and reports by giving written notice of such'thange to the other parties.

Section 6. Severability of Provisiorts. The invalidity of any provision of this Compensation Agreement shall not affect the other provisions of this Compensation Agreement, and this 1 Compensation AgreePtent shall be construed in all respects as if any invalid portions were omitted.

[Signature Page to Immediately Follow]

2 REVIEW DRAFT PRODUCED 08/10/18

IN WITNESS WHEREOF, the CIC and the Port Authority have caused this Compensation Agreement to be executed in their respective names by their duly authorized offices or representatives all as of the date hereinbefore written.

COMMUNITY IMPROVEMENT CORPORATION OF MILFORD, MILFORD, OHIO

Title:------

CLE:RMONTCOUNTYPORTAUTHORITY

Name: ______

Title: :'A ...

3 REVIEW DRAFT PRODUCED 08/10/18

CIC FISCAL OFFICER'S CERTIFICATE

The undersigned, Fiscal Officer of Community Improvement Corporation of Milford, Ohio, hereby certifies that any moneys required to meet the obligations of the Community Improvement Corporation of Milford, Ohio during the year 2018 under the foregoing Clermont County Port Authority Compensation Agreement have been lawfully appropriated by the Board of Trustees of the Community Improvement Corporation of Milford, Ohio for such purpose and are in the treasury of the Community Improvement Corporation of Milford, Ohio or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44.

Fiscal Officer Community Improvem~nt Corporation of Milford, Ohio

Dated: August_, 2018

[CIC Fiscal Officer Certificate to Compensation Agreement] REVIEW DRAFT PRODUCED 08/10/18

COUNTY FISCAL OFFICER'S CERTIFICATE

The undersigned, Fiscal Officer of the Clermont County Port Authority, hereby ce1iifies that any moneys required to meet the obligations of the Port Authority during the year 2018 under the foregoing Clermont County Port Authority Compensation Agreement have been lawfully appropriated by the Board of Trustees of the Clermont County Port Authority for such purpose and are in the treasury of the Clermont County Port Authority or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Ohio Revised Code Sections 5705.41and5705.4A-.

Fiscal Officer Cle~ont County Port Authority

Dated: August_, 2018

[County Fiscal Officer Certificate to Compensation Agreement] REVIEW DRAFT PRODUCED 08/10/18

EXIDBITA

THE SITE

[INSERT LEGAL DESCRIPTION OR CURRENT PARCEL NUMBERS]

A-1 REVIEW DRAFT PRODUCED 08/10/18

EXHIBITB

PAYMENT SCHEDULE

Exemption Year Amount 1 $ 0.00 2 0.00 3 0.00 4 0.00 5 0.00 6 0.00 7 l,{)00.00 8 2,000.00 9 3,000.00 10 4,000.00 11 5,000.00 12 6,000.00 13 7,000;00 ' ~g ~:~~~:~~ 16; 10,000.00 17 11,000.00 18 12,000.00 19 13,000.00 20 14,000.00

B-1 THIS PAGE INTENTIONALLY LEFT BLANK Lodging Tax Estimate 1.00% Estimated Est 6900 Revenue stream Current Room extra from additional Nights nights/yr Tax 2019 s=m,666fil'"*.,Y'S~'"'""-6~mao" ""r"'"""""~'223:s66~61 2020 $ 216,666.67 $ 6,900.00 $ 223,566.67 2021 $ 216,666.67 $ 6,900.00 $ 223,566.67 2022 $ 216,666.67 $ 6,900.00 $ 223,566.67 2023 $ 216,666.67 $ 6,900.00 $ 223,566.67 2024 $ 216,666.67 $ 6,900.00 $ 223,566.67 2025 $ 216,666.67 $ 6,900.00 $ 223,566.67 2026 $ 216,666.67 $ 6,900.00 $ 223,566.67 2027 $ 216,666.67 $ 6,900.00 $ 223,566.67 2028 $ 216,666.67 $ 6,900.00 $ 223,566.67 2029 $ 216,666.67 $ 6,900.00 $ 223,566.67 2030 $ 216,666.67 $ 6,900.00 $ 223,566.67 2031 $ 216,666.67 $ 6,900.00 $ 223,566.67 2032 $ 216,666.67 $ 6,900.00 $ 223,566.67 2033 $ 216,666.67 $ 6,900.00 $ 223,566.67 2034 $ 216,666.67 $ 6,900.00 $ 223,566.67 2035 $ 216,666.67 $ 6,900.00 $ 223,566.67 2036 $ 216,666.67 $ 6,900.00 $ 223,566.67 2037 $ 216,666.67 $ 6,900.00 $ 223,566.67 2038 $ 216,666.67 $ 6,900.00 $ 223,566.67 $ 4,333,333.33 $ 138,000.00 $ 4,471,333.33

Conservative Estimate - No increase in average room rates or nights based on $650,000/year at current rates c Milford Potential Draft Total Debt Lodging J:ax Est Shortfall on '.·' Year Rates Principal Interest Service Rev Milford Debt .. " ...... ~.. """"'"'-'- 1 2.72% $105,000.00 $ 163,212.00 $268,212.00 $ '• 223,566;67 $ (44,645.33} 2 3.07% $130,000.00 $ 137,040.00 $267,040.00 $ 223,566,67 $ (43,473.33} 3 3.22% $135,000.00 $ 133,049.00 $268,049.00 $ 223,566.67 $ (44,482.33} 4 3.32% $140,000.00 $ 128,702.00 $268, 702.00 $ 223,566.67 $ (45,135.33} 5 3.49% $145,000.00 $ 124,054.00 $269,054.00 $ 223;566.67 $ (45,487.33} 6 3.57% $150,000.00 $ 118,993.50 $268,993.50 $ 223,566.67 $ (45,426.83} 7 3.65% $155,000.00 $ 113,638.50 $268,638.50 $ 223,566.67 $ (45,071.83} 8 3.72% $160,000.00 $ 107,981.00 $267,981.00 $ 223,566.67 $ (44,414.33} 9 3.80% $165,000.00 $ 102,029.00 $267,029.00 $ 223;566.67 $ (43,462.33) 10 3.89% $175,000.00· $ 95,759.00 $270,759.00 $ .. 2.23,566,67 $ (47,192.33) 11 3.94% $180,000.00 $ 88,951.50 $268,951.50 $ 223;566.67 $ (45,384.83} 12 4.02% $185,000.00 $ 81,859.50 $266,859.50 $ 223~566.67 $ (43,292.83} 13 4.05% $195,000.00 $ 74,422.50 $269,422.50 $ 22315!?6,67 $ (45,855.83} 14 4.06% $205,000.00 $ 66,525.00 $271,525.00 $ 223;566.67 $ (47,958.33} 15 4.10% $210,000.00 $ 58,202.00 $268,202.00 $ 223,566.67 $ (44,635.33) 16 4.12% $220,000.00 $ 49,592.00 $269,592.00 $ 2231566.67 $ (46,025.33) 17 4.12% $230,000.00 $ 40,528.00 $270,528.00 $ 223,566.67 $ (46,961.33} 18 4.13% $240,000.00 $ 31,052.00 $271,052.00 $ 223,566.67 $ (47,485.33} 19 4.14% $250,000.00 $ 21,140.00 $271,140.00 $ 223,566.67 $ (47,573.33) 20 4.15% $260,000.00 $ 10,790.00 $270,790.00 $ 223,566.67 $ (47,223.33) $3,635,000.00 $ 1,747,520.50 $5,382,520.50 $ 4,471,333.33 $ (911,187.17} THIS PAGE INTENTIONALLY LEFT BLANK Appraised v~rue~CAssurhptiqh ,·• ...•. •.•;,·· >· ... < . $1i~80,10Q·.·. $20,000;,000 Tax at ... Tax Authority 2017 Eff Rate Current Est Improved Value County General Fund 2.100000 $ 1,455 $ 14,700 Senior Services 1.232589 $ 854 $ 8,628 CCDD 2.979778 $ 2,065 $ 20,858 MHRB 0.711448 $ 493 $ 4,980 PARK 0.574751 $ 398 $ 4,023 Children Services 0.758516 $ 526 $ 5,310 County Capital 1.000000 $ 693 $ 7,000 Public Library 0.853331 $ 591 $ 5,973 Total County Levies 10.210413 $ 7,076 $ 71,473 Milford City Loss 14.762625 $ 10,231 $ 103,338 GOJVS 2.452094 $ 1,699 $ 17,165 Milford EVSD 55.121940 $ 38,201 $ 385,854 82.547072 $ 57,208 $ 577,830

AppraisVa~yailieAssumption•·· ... / •.... / $1,9f!O,l()() . s3'6;o:Q'o,ooo Tax at ... Tax Authority 2017 Eff Rate Current Est Improved Value County General Fund 2.100000 $ 1,455 $ 22,050 Senior Services 1.232589 $ 854 $ 12,942 CCDD 2.979778 $ 2,065 $ 31,288 MHRB 0.711448 $ 493 $ 7,470 PARK 0.574751 $ 398 $ 6,035 Children Services 0.758516 $ 526 $ 7,964 County Capital 1.000000 $ 693 $ 10,500 Public Library 0.853331 $ 591 $ 8,960 Total County Levies 10.210413 $ 7,076 $ 107,209 Milford City Loss 14.762625 $ 10,231 $ 155,008 GOJVS 2.452094 $ 1,699 $ 25,747 Milford EVSD 55.121940 $ 38,201 $ 578,780 82.547072 $ 57,208 $ 866,744 THIS PAGE INTENTIONALLY LEFT BLANK Co Direct Annual Economic Impact lmpact{Sales Tax) Hotels $ 1,955,896 Restra ua nts/grocery $ 2,550,475 $ 25,505 Transportation $ 391,986 Entertainment $ 184,464 $ 1,845 Retail $ 1,083,726 $ 10,837 Misc $ 622,566 $ 6,226 $ 6,789,113 $ 44,412 THIS PAGE INTENTIONALLY LEFT BLANK Lodging Tax - Greater Cincinnati Area

Approx Annual County County Rate Revenues Notes

;w;r~-,~=:';\.;:,y_;;;w-AA':';!".-~i-"'Y/;,~ Clermont 3.00% , w-=h=SO~lKM~~, - !------~----~--+ Hamilton 6.50% $17.lM Butler 3.00%

5/9/17 added 1% for 25 years or 4.00% $2.5M-$3.3M until debt paid as presented by Warren Co CVB for Warren County Sports Comp!~----; Brown 0.00% ------~~---4--~---~------+-----~-- Clinton 3.00% lncreasec! .1% in August?.017 for Boone

--+--~-~--'--!-·-,--· --.-· ----f-e"'x_p,,___a'--'-n'--'-s_io_n~--=c-~~-"--'--"-"'--1 lncrea.sed1% in Augµsf 2017lor

.Bracken Dearborn THIS PAGE INTENTIONALLY LEFT BLANK MILFORD EXEMPTED VILLAGE SCHOOL DISTRICT ADMINISTRATIVE OFFICES- 1099 State Route 131 513.831.1314 Phone Milford, Ohio 45150 513.965.6159 Fax www.milfordschools.org

July 24, 2018

Mr. Michael Doss, City Manager The City of Milford 745 Center Street, Suite 200 Milford, OH 45150

Dear Mr. Doss,

The Milford Exempted Village School District Board of Education is in support of the FC Cincinnati and City of Milford project. The Board has reached a compensation agreement with FC Cincinnati.

If you have additional questions, please contact me.

Nancy C. House Superintendent

M6VSD'S VISION STATF3M6NT is to Lv.s:pfre ci~ 'J'Yepcire our stuclev.ts to recick tl-letr fuLl.est'j>otel'\ttciL Lv. ci r.*Lverse av.Ii riV1v..t1V11.fo worli;I. THIS PAGE INTENTIONALLY LEFT BLANK • Milford Police

7 45 Center Street Lower Level Milford. Ohio 45150 513-248-5084 Fax 513-248-5089 Dispatcher 513-825-2280 Nlilford City Council 745 Center Street Milford, Ohio 45150

July5,2018

Re: FC CINCINNATI IMPACT ON POLICE SERVICES

Dear Councilmember:

I have conducted an impact analysis for the proposed professional soccer training facility. Based upon the data and infonnation 1 reviewed, I don't anticipate an increase in calls for service at the facility.

The tenant for the previous thhty-eight years was Expressway Ballpark, a premiere softball facility that serviced the Greater Cincinnati area. Although Expressway Ballpark was open to the public seven days per week, and sold alcohol, we only averaged thlliy-eight (38) calls for service, per season. The vast majority (70%) of service calls were non-criminal; including life squad runs, vehicle lockouts, and alarm drops. Thefts, assaults and disturbance calls made up 13% of the police repmts, and the remaining 16% of calls were miscellaneous in nature, By contrast, the proposed training facility will not be open to the general public on a regular basis and will not serve alcohol. The nearest MLS training facility is the Columbus Crew in Obetz, Ohio. Chief Confer of the Obetz Police Department described the Columbus Crew as "the best neighbors you will ever have". He stated that they don't have any problems from the facility and only average two alarm drops airnuaily.

I have no apprehension or concerns about the impact that FC Cincinnati will have on our deliverable services. Please don't hesitate to contact me if you have any questions.

Respectfully, ~~

milfordpolice®milfordohio.org 687-B U.S. Route 50 Milford, Ohio 45150 Business 513-831-7777 ·Fax 513-831-7786 www.milfordcomrnunityfd.org

July 9, 2018

Mr. Michael Doss, City Manager City of Milford 745 Center Street Milford, Ohio 45150

RE: FC Cincinnati Training Facility

Mr. Doss,

As you are aware Milford Community Fire Department is a private, non-profit corporation that provides fire and emergency medical services protection to the city on a contractual basis. I appreciate your efforts to keep the fire department informed of matters relating to the proposed FC Cincinnati practice facility. This is an exciting opportunity for the city.

I have evaluated the potential impact of FC Cincinnati's proposal on overall fire and EMS protection of the city versus the property's current use. In my opinion the new facility would have no significant impact in consideration of:

• Nature of the operation of a major league soccer team, as I understand it • Nature of use of the facility (predominantly professional athletics) • Low daily occupancy for normal business affairs • Low occupancy for field-view seating during events (likely less than an average high school facility) • Use of fire alarm and detection systems, fire sprinklers, and modern building construction practices that promote fire and injury prevention

MCFD Details to Ex~resswa~ Park-689 U.S. Route 50 2018 2017 2016 2015 2014 2013 EMS 8 11 10 15 9 11 FIRE* 3 2 4 2 3 1 *the majority offire details were in support of the ambulance on acute EMS details The amount of EMS details will likely remain at or below that generated annually by the current occupant. Fire details may increase slightly because the proposed facility is required to have fire alarm and automatic sprinkler systems. One will likely offset the other.

Thank you for the opportunity to comment on the proposal by FC Cincinnati. Please contact me if you have questions.

Sincerely,

Mark Baird Fire Chief CINCINNATI 6305 Centre Park Orive THE COLUMBUS West Chester, OH 45069 DAYTON KLEINGERS phone f§f' 513.779.7851 LOlJISVllLE GROUP fax /fl"' 513.779.7852 www.kleingers.com

Memorandum Project# 180077.005 TO: Michael Doss, Milford City Manager

CC: File

FROM: Mark W. Nolt, PE, PTOE

DATE: July 12, 2018

RE: Expressway Park FC Cincinnati Facility - Traffic Evaluation

The Kleingers Group has reviewed the City of Milford's Zoning Ordinance to determine the traffic information that will need to be provided as part of the site plan submittal for this project.

According to information provided by the design team, this project includes the construction of up to three soccer fields and two buildings totaling approximately 40,000 square feet to be primarily used as a practice facility for the FC Cincinnati soccer team. In addition, the site is expected to host daily practices for local teams as well as youth games on Saturdays. On rare occasions, the site may host a regional high school soccer tournament game. In anticipation of some of the larger events, a 500-seat bleacher section is being planned. The project will include one driveway on the south side of Ula Avenue (US 50) east of the Mike Castrucci River's Edge Collision Center.

According to the Zoning Ordinance, the site plan informational requirements include "A traffic impact study for all retail developments in excess of 10,000 square feet, all office developments in excess of 60,000 square feet, all multi-family developments in excess of 220 units, all single-family developments in excess of 160 units, and any development which will generate more than 100 new inbound or outbound trips during the peak hour. Such traffic impact study should follow the traffic impact study outline in the appendices of the Milford Thoroughfare Plan."

According to the ordinance, the only item that is applicable to this project is whether there are 100 new inbound or outbound trips during the peak hour.

Below is a summary of the peak hour traffic that is anticipated to be generated by the site based on information provided by the design team and data from the Institute of Transportation Engineers Trip Generation Manual.

Inbound Outbound Time Period Use Trips Trips Frequency Weekday AM FCC Staff, Players, Coaches 40to 50 Daily local Team Practice Entering; FCC Staff, Players, Weekday PM Coaches Exiting 25 40to 50 Daily Youth games (from ITETrip Generation Manual for 3 Saturday fields} 58 62 Weekly (typical} Regional High School Not Not Occasion al Use Tournament Estimated Estimated 2-3 Events Per Year

Page 1of2 THE Memorandum KLEINGERS July 12, 2018 GROUlF' Expressway Park FC Cincinnati Facility - Traffic Evaluation 180077.005

Based on this information, the estimated trips to and from this facility for regularly occurring events are expected to fall below the 100 new inbound or outbound trip threshold outlined in the Milford Zoning Ordinance. As a result, a traffic impact study is not expected to be needed. Since a potential regional high school tournament game is likely a relatively rare occurrence, no estimation of site.generated trips was made. For these types of events, law enforcement personnel can be utilized if needed to provide for adequate traffic flow to and from the site.

It is recommended that the driveway be located so that there is adequate visibility in each direction along Lila Avenue. Also, this site is currently being planned for the future development of outparcels near Lila Avenue. It is recommended that the need for a traffic study be evaluated further as part of the development of those outparcels.

Page 2of2 General Administration City of Milford 831-4192 248-5096 FAX

745 Center Street, Suite 200, Milford, Ohio 45150 www.milfordohio.org

July 17, 2018

RE: Expressway Park Redevelopment

Dear Mayor and City Council,

This coffespondence serves as a letter stating that the City of Milford has adequate capacity in our utility systems to handle the Expressway Park Redevelopment.

The Waste Water Treatment Plant and collection system will adequately be able to absorb the increased demand for sanitary service. The plant currently processing 550,000 to 600,000 gallons daily, while the plant design flow is 1.2 MGD with a peak hydraulic capacity of 3.83 MGD. Our collection system on US 50 has a 10-inch sewer main all the way to Milford Parkway and from there it is a 15-inch sewer main all the way to the plant. The sewer system will not require any infrastructure improvements.

The Water TTeatment Plant and distribution system will adequately be able to absorb the increased demand for water service. The plant currently making 550,000 gallons of drinking water daily, while the plant is designed to make up to 900,000 gallons daily. Our distribution system on US 50 has an 8- inch water main all the way to Milford Parkway flows at 1141 gal/min with a 119 PSI and a residual 87 PSI. The water system will not require any infrastructure improvements.

The Water Management Sediment Control (WMSC) plans currently being reviewed indicate that because of the location in the flood plain, the storm water will be treated and released directly to the river, prior to flood waters coming in. The stonn water quality requirements will be met through bioswales and sedimentation basins to treat the water prior to its release. The resulting stonn water from impervious areas will not be connected or impact mu· existing storm water infrastructure.

In closing, the redevelopment of Expressway Park will not require any infrastrncture improvements by the City of Milford Public Works Department. If you have any questions regarding this cou-espondence, please feel free to contact me directly at 513-576-5468.

Sincerely, ~~( ~I Nathaniel Clayton PE ~,;a~teel David Walker Public Works Director Water Distribution and Wastewater Collection City Engineer Plant Supervisor System/Treatment Plant Supervisor THIS PAGE INTENTIONALLY LEFT BLANK ~ FAIR..FIELD INN&SUITES© .,,\\amott

Fairfield Inn & Suites by Marriott® Cincinnati July 261 2018 4521 East Gate Boulevard I Cincinnati, OH 45245 T 513.947.9402 I F 513.947.9402 fairtieldlnn.com/cvgeg Clermont County Board of County Commissioners Operated under a license agreement from MarriDH lnt~mauonal. Inc. 101 East Main Street Batavia, OH 45103-2949

Dear Commissioners, The Fairfield Inn & Suites Cincinnati Eastgate enthusiastically supports the construction of FC Cincinnati's proposed training facility in Milford. We believe the facility will be a terrific addition to the county's offerings and will help spur economic growth and development in Clermont County.

Every year, thousands of visitors come to Clermont County to participate in its wide range of sporting events - from regional softball tournaments to national rowing competitions. These events have had an enormous positive economic impact on the county and its hotels, restaurants, and retailers. The influx of thousands of additional visitors will bring millions of dollars into Clermont County and will bring additional tax revenues to Clermont County, its cities and townships, as well as the CVB.

Also, the Fairfield Inn Cincinnati Eastgate formally supports a one percent increase to the county's current Hotel tax. We understand that this one percent tax increase will be used to help finance the training facility and complete the necessary infrastructure improvements related thereto.

For the reasons stated above, we urge the Board of County Commissioners to approve the FC Cincinnati project and to approve a one percent increase to the county's hotel tax rate.

Sincerely,

,, Matthew Miller Assistant General Manager Sfff Old Bank fW Milford; Oh, 45150 51'3;631:18@9

ClncinnatLNoriheast Milford

Date: June 28, 2018

To.th~ Clermont Country Commissioners,

Lsuppgrtthe FC Cincinnatitraining facility and am· eager to.welcome the club to Milford. In ad,<;lition, I support the 1% lodging ta':( to help with the costs,,

fflf tiday ff na fiJ;p~~. ~ Suim

3()1~fd9Jati/f, .flliµul

~,(99£ 4515() flfia.tw,; 513~831-7829 r!.. -{ommiss/om...rs KoeJ'ca... Union Township Only Township Nationally Accredited in Police • Fire • Service

4350 Aicholtz Rd.· Union Township, Ohio 45245 • {513) 752-1741 • {513) 752-5732 Fax• www.union-township.oh.us

Trustees Robert K. McGee June 28, 2018 John K. McGraw Matthew Beamer President Edwin Humphrey Vice President David Painter Fiscal Officer Ronald B. Campbell Commissioner David Uible 101 East Main Street Administrator Batavia, Ohio 45103 Ken Geis RE: Hotel Lodging Tax Law Director Lawrence E. Barbiere Dear Commissioners,

It is exciting to hear that FC Cincinnati is interested in locating a World Class Practice Facility in Clermont County. The proposed location in Milford seems to lend itself well for accessibility to the interstate and the amenities of hotels, restaurants, shopping and other conveniences in Union and Miami Township. We look forward to _learning more about the structure of the public involvement; specifically, the debt, intergovernmental agreements, public incentives (tax or otherwise), use of the lodging tax, Clermont - County Port Authority involvement, ownership of the site, proposed upgrades to infrastructure to accommodate the traffic, safety service enhancements as well as any other potential modifications necessary for this project.

As a community, we understand the competitive nature and responsibilities of attracting these opportunities as evidenced by our success with Jungle Jims, 32 East, TQL, Ivy Pointe, Mercy Hospital and Cincinnati Children's' Hospital, just to name a few. Therefore, the information about the use of revenue generated predominately from our community, used to incentivize this project in Milford is keenly important to us.

We appreciate your insistence on a public hearing and full disclosure of information prior to your authorization of this new tax. We look forward to the transfer of information as soon as possible, so that we can respond accordingly.

Very truly,

Robert McGee John McGraw Matthew Beamer

An Equal Opportunity Employer HOUSE OF REPRESENTATIVES REPRESENTATIVE JOHN BECKER HOUSE DISTRICT 65

July 10, 2018

Clermont County Board of Commissioners 101 East Main Street, 3rd Floor Batavia, Ohio 45103

Dear Commissioners:

The purpose of this letter is to respond to your invitation for a position statement regarding FC Cincinnati's practice facility. The request was made by Commissioner Uible at the June 27th meeting.

I am excited and supportive of FC Cincinnati's decision to establish their practice facilities in the City of Milford. The economic impact and bragging rights for Clermont County will undoubtedly be substantial.

That being said, I am concerned about multiple issues regarding this project, including, but not limited to: • Public funds involved in private enterprise. • Potential hotel tax increase. • Potential loss of property tax revenues. • Potential negative impact on other local sports facilities. • Traffic and other infrastructure issues.

I urge the Board of Commissioners to work with FC Cincinnati, the City of Milford, the Clermont County hoteliers, and all other interested parties. Ideally, no taxpayer funds or tax increases will be involved in this project. Short of that, our mutual constituents are trusting you to find an equitable arrangement that is best for the whole community without unduly risking public funds. Please reach out to my office if I can be of any service.

Best Regards,

John Becker State Representative, Ohio 6Sth District Committees: Contact Information: 77 South High Street- 1z!h Floor Ways & Means Columbus, OH 43215 State & Local Government Office: 614-466-8134 Vice Chair- Federalism & Interstate Relations Email: [email protected]

"With God, All Things Are Possible" - Motto of the Great State of Ohio Eigel, Thomas

From: Hutchins, Christine Sent: Tuesday, July 24, 2018 2:28 PM To: Commissioners Subject: Message

Chris Petersman called 7 /24/18 @ 2:30 pm, in support of FC Cincinnati 513-378-9326. Thanks!

1 Statement Read by Milford City Manager Michael Doss on 7/24/2018 regarding FC Cincinnati / Milford "Waiver of Fees"

Incentive Notes

Based on information provided by the Contractor to our Utility Department, the total projected tap fees is $196,200. This includes domestic water and sanitary sewer lines and a landscape line. The ordinance is for a 100% waiver of utility tap fees.

Assuming that the buildings for the proposed facility are designed by the architect as an A-2 use group and 1B construction type, the total permit fees would be $12,907. A ten percent credit equals $1,290. The remaining ninety percent, per contract, goes to NIC which the City contracts to provide building inspection services. RECORD OF ORDINANCES

GOVERNMENT FORMS & SUPPUES 844-224-3338 FORM NO. 30043

Ordinance No·- - - -t-1*8-ll--'i3r'--194-4- --- Passed -----=t-

AN ORDINANCE AUTHORIZING A PUBLIC UTILITY TAP FEE WAIVER AND BUILDING PERMIT DISCOUNT AGREEMENT

Now, Therefore, Be It Ordained By The Council Of The Municipality Of Milford, Ohio:

Section 1.

The Council of the City of Milford hereby authorizes the City Manager to enter into an execute the Public Utility Tap Fee Waiver and Building Permit Discount Agreement witl Fussball Club Cincinnati, LLC and FCC Training Facility, LLC for the soccer training facility. The terms and conditions of the Agreement are incorporated herein by reference pursuant to an in accordance with Section 12.03 of the Milford City Chai1er.

Section 2.

Pursuant to and in accordance with Section 12.05 of the Milford City Chaiier, thi Ordinance shall become effective immediately upon its passage by City Council.

ADOPTED: July 24, 2018

ATTESTED Jackie Bain. Clerk Fred Albrecht, Mayor

LAW DIRECTOR'S CERTIFICATION

I hereby certify that I have prepared the foregoing Ordinance in accordance with Sec 12.02 of the Milford City Charter. · '

ichael Minniear. Law Director Reg. No. 0022446

CLERK'S CERTIFICATION

I Jackie Bain, Clerk of Council of the City of Milford, Ohio, do hereby certify that th foregoing Resolution was published by posting the complete text of said Ordinance at five (5) oj' the most public places in said Municipality as dete1mined by Council as follows: at People Bank, 735 Lila Avenue, Milford, Ohio; at Park National Bank, 25 Main Street, Milford, Ohio; a Milford Community Fire Department, 687 B US 50, Milford, Ohio; at the Milford Post Office 100 Castleberry Comt, Milford, Ohio; and at the site of the Municipal Building, 745 Center St. Milford, Ohio each for a period of fourteen (14) days commencing on the 261h day of July, 2018. Statement Read by Milford City Manager Michael Doss on 7/24/2018 regarding FC Cincinnati / Milford "Cooperative Agreement"

In reliance upon its powers to pursue economic development (which requires job creation in furtherance of commerce), Per the Development Agreement, the City agrees to issue securities in the amount sufficient to provide $3 .5 million for properties, together with an additional $1.5 million to be provided by FC Cincinnati. These funds will be used by the City to acquire the real property upon which FC Cincinnati's training facility will be constructed.

Under the current draft of the Professional Sports Facility Development Agreement, it is contemplated that the County will levy the 1% lodging tax, remit receipts from that tax to the CVB, and then the CVB would remit those receipts to the City.

The City will agree that those receipts will only be used for payment of debt service on securities to be issued by the City- those securities will be issued for the purpose of paying the costs of acquiring the land upon which the professional sports facility will be located. Under the Agreement, "payment of debt service" will include debt service which is currently payable in any calendar year, or if the City is required to use its nontax revenues to pay debt service because the annual lodging tax receipts are insufficient (which is expected, at least in the beginning), to reimburse the City for its use of nontax revenues to pay debt service (an annual deficit payment).

The breakdown of the financing of $3.5 million project fund for land acquisition is as follows:

Total Project Fund (Land Acquisition) $3,500,000 FC Cincinnati Contribution $1,500,000 Total expenditures of Land Acquisition $5,000,000

Terms of the debt issued 20 Years (Callable 5 yrs., 10 yrs.)

Average Annual Debt Service (projected) $266,901 Average Annual Lodging Tax Revenue (projected) $220,000

Annual Difference $46,901

Annual Milford Income Tax Revenue (projected) $80,000-$100,000

*Non-tax revenue will be utilized to make-up any deficit between the annual debt service and the annual lodging tax revenue. Non-tax revenue includes fees, service charges, sin taxes, local government funds). Any increase in the annual lodging tax revenue (more hotels, increase in occupancy) would result in less deficit for the annual debt service payment for the City.

The Agreement also provides that in each year, if the amount of receipts from the CVB is more than the amount required by the City to pay current debt service and to reimburse the City for any annual deficit payments, then the City will retain that surplus and use it to pay future debt service or annual deficit payments. At the same time, the City will pay to the Developer an amount equal to that surplus for the purpose of reimbursing the Developer for up to $1.S million of its land costs. The City's obligation to make those payments will be limited to the City's nontax revenues which are annually appropriated by City Council for that purpose. Under the Development Agreement, the City will acquire the properties and convey the properties to the Port Authority. The Port Authority would charge a de minim is amount to the Club to lease the property for the Training Facility. It is the City's understanding that the Port Authority and FC Cincinnati could work out an agreement regarding specific tax exemptions. If the Port Authority requires that debt be issued by the Port for the construction of the practice facilities (sometimes Port Authorities want bond issues in addition to holding title in order to secure the various sales and property tax exemptions) then such debt would be bought by FC Cincinnati and the debt service on that debt would be paid by the Club and not by the Port Authority. This agreement would be separate from this Development Agreement between the Clermont County Convention and Visitors Bureau, FC Cincinnati and the City of Milford.

*According to school officials, Milford Exempted Village School District has reached a compensation agreement with FC Cincinnati and supports the project.

FC Cincinnati is committed to construct a $30 million facility. The City is committed to issue special obligation securities to provide $3.5 million towards the cost of acquiring the land for the facility. According to the agreement, if at any time prior to the retirement of those securities, the team does not commence construction (within 270 days) or complete construction (630 days) of the facility or materially reduces its operations at the facility (measured by a 50% drop in municipal income tax receipts), the City has a right to require FC Cincinnati to pay to the City the outstanding principal amount of those securities as well as accrued interest to that date. FC Cincinnati also has the right to acquire the facility from the Port Authority, but as long as FC Cincinnati is compliant with its obligations described above, the City does not have any right to require repayment of the City's securities. RECORD OF ORDINANCES

GOVERNMENT FOAMS & SUPPLIES 8'1 4-224 -3338 FORM NO. 30043

Ordinance No·- - - -t-} *-8-.-t}-;3~9-+3---- Passed ----J++u++-l)>o!-' +2'+-4,-, 2r'-4-0+1}_,.,_g ,

AN ORDINANCE AUTHORIZING A DEVELOPMENT AGREEMENT WITH TH CLERMONT COUNTY CONVENTION AND VISITORS BUREAU AND FUSSBALL CLU CINCINNATI, LLC FOR A SOCCER TRAINING F ACILJTY

Now, Therefore, Be It Ordained By The Council Of The Municipality Of Milford, Ohio:

Section 1.

The Cow1cil of the City of Milford hereby authorizes the City Manager to enter into an execute the Development Agreement with the Clermont County Convention and Visitor' Bureau and Fussball Club Cincinnati, LLC for the soccer training facility. The terms an conditions of the Agreement are incorporated herein by reference pursuant to and in accordanc with Section 12 .03 of the Milford City Charter.

Section 2.

Pursuant to and in accordance with Section 12.05 of the Milford City Charter, thi Ordinance shall become effective immediately upon its passage by City Council.

ADOPTED: July 24, 2018

ATTESTED Jackie Bain, Clerk Fred Albrecht, Mayor

LAW DIRECTOR'S CERTIFICATION

I hereby certify that I have prepared the foregoing Ordinance in accordance with Sec 12.02 of the Milford City Charter.

ichael Minniear. Law Director Reg. No. 0022446

CLERK'S CERTIFICATION

I Jackie Bain, Clerk of Council of the City of Milford, Ohio, do hereby certify that th foregoing Resolution was published by posting the complete text of said Ordinance at five (5) o the most public places in said Municipality as determined by Council as follows: at People Bank, 735 Lila Avenue, Milford, Ohio; at Park National Bank, 25 Main Street, Milford, Ohio; a Milford Community Fire Department, 687 B US 50, Milford, Ohio; at the Milford Post Office 100 Castleberry Court, Milford, Ohio; and at the site of the Municipal Building, 745 Center St. Milford, Ohio each for a period of fourteen (14) days commencing on the 26111 day of July, 2018. AGREEMENT RELATING TO REAL PROPERTY TAX EXEMPTION AND OBLIGATION TO MAKE SCHOOL BOARD PAYMENTS

THIS AGREEMENT RELATING TO REAL PROPERTY TAX EXEMPTION AND OBLIGATION TO MAKE SCHOOL BOARD PAYMENTS (this “Agreement”), is made and entered into as of the 1st day of July, 2018 (the “Effective Date”), by and between FCC TRAINING FACILITY, LLC, an Ohio limited liability company, (“Company”), and the BOARD OF EDUCATION OF THE MILFORD EXEMPTED VILLAGE SCHOOL DISTRICT, a board of education under the laws of the state of Ohio, (“MEVSD” and together with Company, each a “Party” and collectively the “Parties”).

RECITALS:

A. The Company intends to construct a Major League Soccer training and professional sports facility (the “Facility”) on certain real property as depicted and described on Exhibit A attached hereto (the “Property”).

B. Pursuant to an anticipated plan of finance for the Facility, it is anticipated that the Property will be owned in fee title by the Clermont County Port Authority, a port authority and a body corporate and politic organized and existing under the laws of the State of Ohio (hereinafter referred to, together with its successors and permitted assigns, as the “Port”) and leased to the Company on an annual basis pursuant to a Project Lease Agreement (the “Lease”) by and between the Company and the County. By virtue of the Port’s fee ownership of the Property, pursuant to Ohio Revised Code Section 4582.46. and related provisions., the Property will be exempt from real estate taxes (hereinafter referred to as the “Exemption”).

C. MEVSD and Company have reached an agreement whereby, notwithstanding the Exemption, the Company will pay its “fair share” of taxes to MEVSD consistent with the.

NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. PILOT Payments. Beginning in calendar year 2020, and continuing through the calendar year following the final tax year that the Exemption is in effect, the Company will make or cause to be made to MEVSD payments in lieu of taxes in an amount equal to FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) (such payment being the “PILOT Payments”). Each annual PILOT Payment will be due on January 15th of the calendar year to which it applies (e.g. the annual PILOT Payment for calendar year 2020 will be January 15, 2020). Past due PILOT Payments shall bear interest at the rate of twelve percent (12%) per year. 2. Additional Benefits. In addition to the PILOT Payments, the Company and MEVSD will work together in good faith to determine a series of programming involving (i) the use of the Facility by the MEVSD for occasional events at times mutually agreeable to the Company and MEVSD, (ii) visits to the MEVSD by the coaching staff of the FC Cincinnati professional soccer team, and (iii) such other programming as is mutually agreeable to the Company and MEVSD. To this end, MEVSD and the Company shall have at least one meeting a year in the month of July to discuss programming for the upcoming school year.

3. Notices. All notices, demands, consents, statements, requests, or other communications hereunder, or required by law, shall be in writing, and shall be deemed properly delivered when and if: (a) personally delivered; (b) delivered by overnight private courier service which in the ordinary course of its business maintains a record of receipt of each of its deliveries; (c) sent via email; or (d) mailed United States, mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the Parties hereto and other persons, at their respective addresses set forth below or as they may hereafter specify by written notice delivered in accordance herewith. Notices shall be deemed to have been given at the time of delivery if hand delivered (or if delivery is refused or cannot be effected during normal business hours), date of record of receipt if deposited with any private courier service, date of postmark if sent by United States mail, or the date such notice is sent if sent via email. A person receiving a notice which does not comply with the technical requirements for notice under this section may elect to waive any deficiencies and treat the notice as having been properly given.

Company: FCC Training Facility LLC c/or G. Jeffrey Berding, President 14 E. 4th Street, Third Floor Cincinnati, Ohio 45202 Email: [email protected]

with a copy to: Keating Muething & Klekamp PLL One East Fourth Street Suite 1400 Cincinnati, Ohio 45202 Attention: D. Brock Denton Telephone: (513) 579-6400 Fax: (513) 579-6457 Email: [email protected]

MEVSD: Milford Exempted Village School District 1099 SR 131 Milford, Ohio 45150

with a copy to: Ennis Britton Co., L.P.A. 1714 West Galbraith Road Cincinnati, Ohio 45239 Attention: C. Bronston McCord III Telephone: (513) 421-2540 Fax: (513) 562-4986 Email: [email protected]

4. Contests. Nothing in this Agreement is intended to prevent Company from contesting the real estate valuation of the Property (including the Facility). Notwithstanding the foregoing, nothing in this paragraph shall be construed to relieve Company of the duty to make the PILOT Payments as required under this Agreement.

5. Default and Remedies. In the event that any Party defaults under the terms of this Agreement, then the non-defaulting Party may, after providing the defaulting Party with at least thirty (30) days’ prior written notice, either: (a) elect to enforce the terms hereof by action for specific performance; or (b) bring an action for damages. In the event of any action or proceeding brought by a Party against the other Party under this Agreement, the prevailing party shall be entitled to recover all reasonable costs and expenses, including attorneys’ and experts’ fees, court costs and expenses, that the prevailing party has actually incurred in such action and proceeding. Late payments of less than twelve (12) months shall not be considered as a Default.

6. Duration of Agreement. This Agreement shall become effective on the Effective Date and shall terminate upon the final payment of PILOT Payments, except as otherwise provided herein.

7. Assignment. MEVSD shall not assign its interests under this Agreement. Company shall not assign its interests or obligations under this Agreement except in connection with a simultaneous conveyance or conveyances, as the case may be, by Company of its interests in the Lease. The foregoing, however, shall not be construed as prohibiting Company from assigning its interests under this Agreement, as collateral security, to the lender(s) that will be providing financing for the Facility. In the event that Company assigns this Agreement, it shall provide written notice of such assignment to MEVSD within a reasonable period of time of such assignment, but in no event later than the date upon which the next succeeding PILOT Payment is due.

8. Further Assurances; Cooperation with Respect to Approvals. Each Party hereto hereby agrees to execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the intent of this Agreement. Except as otherwise provided herein, no Party shall unreasonably withhold, condition or delay any consent or approval rights granted under this Agreement. Any consent or approval required under this Agreement from or on behalf of MEVSD shall only require the consent or approval of the then Superintendent of MEVSD.

9. Exemption. By entering into this Agreement, MEVSD hereby waives its right to challenge the validity of the Exemption, and such waiver is a material inducement for Company to enter into this Agreement.

10. General Provisions. Time is of the essence in this transaction, provided that if any date upon which some action, notice or response required of any party hereunder occurs on a weekend or national holiday, such action, notice or response shall not be required until the next succeeding business day. This Agreement may be executed by facsimile or e-mail (if promptly followed by the original) and in any number of counterparts, each of which shall constitute one and the same instrument, and either party hereto may execute this Agreement by signing any such counterpart. This Agreement shall be construed, and the rights and obligations of the parties hereunder shall be determined, in accordance with the laws of the State of Ohio. The recitals to this Agreement are incorporated in the body of this agreement and form an integral party hereof. The captions in this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part hereof. No provisions of this Agreement shall be construed by any court or other judicial authority against any party hereto by reason of such party being deemed to have drafted or structured such provisions.

[Remainder of page intentionally left blank] WITNESS WHEREOF, Company and MEVSD have caused the execution of this Agreement as of the Effective Date.

OWNER:

FCC TRAINING FACILITY LLC, an Ohio limited liability company

By: Name: Its:

MEVSD:

BOARD OF EDUCATION OF THE MILFORD EXEMPTED VILLAGE SCHOOL DISTRICT, a board of education under the laws of the state of Ohio

By: Name: Its: STATE OF OHIO ) ) SS: COUNTY OF CLERMONT )

The foregoing instrument was acknowledged before me this ___ day of ______, 2018, by ______, as the ______of the Board of Education of the Milford Exempted Village School District, a board of education under the laws of the state of Ohio, on behalf of the school board.

Notary Public

STATE OF OHIO ) ) SS: COUNTY OF HAMILTON )

The foregoing instrument was acknowledged before me this ___ day of ______, 2018, by ______, as the ______of FCC Training Facility LLC, an Ohio limited liability company, on behalf of such limited liability company.

Notary Public SCHOOL DISTRICT FISCAL OFFICER'S CERTIFICATE

The undersigned, fiscal officer of the Board of Education of the Milford Exempted Village School District, hereby certifies that the moneys required to meet the obligations, if any and excluding the Refund, if any, which will be appropriated at the time, if any, that such Refund is required pursuant to the foregoing agreement, of the Board of Education during the year 2018 under the foregoing agreement have been lawfully appropriated by the Board of Education of the Milford Exempted Village School District for such purpose and are in the treasury of the Board of Education 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.

Treasurer Board of Education of the Milford Exempted Village School District

______, 2018 ( 600 Cleveland Street Suite 910 • Clearwater, FL 33755 • 0: 727.474.3845 • F: 727.361.1480) l".J SPORTS FACIUTIES eADVISORV: www.sportadvisory.com

May 10, 2018

Jim Comodeca CVB Board Chairmen Clermont County Convention and Visitors Bureau

Dear Jim:

The purpose of this letter is to serve as an executive summary of the more detailed economic impact analysis related to the development of an FC Cincinnati (FCC) practice facility in Clermont County, OH. The practice facility is planned to consist of three outdoor multi purpose fields, spectator seating, training facilities, and support amenities for games, tournaments, training, and academy programs.

Summary of Tasks Performed in Completing the Work To analyze the potential economic impact of the FCC practice facility, SFA has completed the following steps: • Conducted planning and strategy conversations with representatives of the Convention and Visitors Bureau (CVB) • Facilitated interviews with FC Cincinnati related to plans for the facility and potential economic impact generating activities at the practice facility • Requested and analyzed data provided by FC Cincinnati related to potential economic impact generating activities at the practice facility • Analyzed the drivers of economic impact as an outcome of the activities taking place because of the practice facility • Projected the new room night generation and economic impact from direct spending in the market based on visitation from non-local visitors

Summary of Economic Impact Analysis Based on the data and information provided by FC Cincinnati, SFA analyzed the expected impact on the local community from out-of-town visitors attending events and programs taking place at the practice facility or at other local facilities affiliated with the activities at the practice facility. SFA defines out-of-town visitors as people who travel from outside of a 90- minute drive time of the market and stay overnight to take part in programs or events. These out-of-town visitors bring new spending to the market that would not otherwise be there but for the activities at a facility.

According to the information from FC Cincinnati, the practice facility will be the host site for the following economic impact generating programs and/or events: • Youth and Adult Tournaments • FCC Academy Teams Inter-Academy Games and Tournaments • FCC First Team Preseason Games

Sports Facilities Advisory ·page 1 (600 Cleveland Street. Suite 910 • Clearwater, FL 33755 • 0: 727.474.3845 • F: 727.361.1480 ~!'I SPORTS FACILITIES f:lADVISORV: www.sportadvisory.com

The academy programs, games, and tournaments as well as the preseason games are expected to take place entirely at the practice facility while youth and adult tournaments will use the practice facility as tournament headquarters along with supporting fields in the surrounding area. The anticipated youth and adult tournaments, depending on the size, will require additional fields beyond what will be available at the practice facility, however, these events are not anticipated to be held in the market but for the presence of FCC and the practice facility. Therefore, SFA has analyzed the economic impact as a result of the total activities taking place in the overall market, including the practice facility fields as well as other fields required for bigger events, and the economic impact as a result of only activities taking place at the practice facility fields.

To project the economic impact from direct spending by out-of-town, or non-local, visitors, SFA analyzed the two most important drivers of economic impact: non-local days in market and room nights generated. Non-local days in market are the number of days that visitors from beyond a 90-minute drive time will spend in the Clermont County area. Hotel room nights are the number of nights that visitors will stay in the local area.

The table below shows the anticipated drivers of economic impact from activities in the overall area and at only the practice facility from programs and events.

As demonstrated above, the programs and events at the practice facility and supporting fields throughout the market are expected to generate 64,687 non-local days in market and 17,854 new ro9m nights. If the visitors that can be hosted at just the practice facility are isolated, the facility is expected to generate 18,487 non-local days in market and 6,932 room nights.

In order to determine the potential economic impact generated from direct spending by non local visitors, SFA analyzed the market to determine how visitors will spend when coming to Clermont County for the various events. SFA expects non-local visitors to spend differently depending on the activity or event. Therefore, SFA separated the non-local visitors into those visiting for youth and adult tournaments and those visiting for academy programs and games. The tables on the next page show a breakdown of per-person daily expenditure for non-local visitors for tournaments and academy programs.

Sports Facilities Advisory Page 2 600 Cleveland Street. Suite 910 • Clearwater, FL 33755 • 0: 727.474.3845 • F: 727.361.1480

I'] SPORTS FACILITIES [;jAOVISORV: www.sportadvisory.com

Per Person Spending by Category - Tournaments .. ·...... ·.Amount · ,o/o of Total,~. Lodging/Accommodations $28.51 25.4% Dining/Groceries $42.00 37.5% Transportation $7.14 6.4% Entertainment/Attractions $3.36 3.0% Retail $19.74 17.6% Miscellaneous $11.34 10.1% Total $112.09 100%

Per Person Spending by Category - Academy .. - ··. . · Amount ·•· ···%.ofTotal Lodging/Accommodations $39.92 61.5% Dining/Groceries $25.00 38.5% Transportation $0.00 0.0% Entertainment/Attractions $0.00 0.0% Retail $0.00 0.0% Miscellaneous $0.00 0.0% Total $64.92 100%

As demonstrated by the tables above, SFA expects visitors for tournaments to spend $112.09 per person per day and visitors for academy programs to spend $64.92 per person per day.

SFA multiplied the per-person daily expenditure by the number of non-local days in market to project the new spending in the market. Note that SFA calculates direct spending only; direct spending are the first dollars spent by visitors, whereas indirect spending (which is not included) would be the recycling of first dollars spent in the community. The table below shows the projected economic impact from direct spending in the overall area and at only the practice facility from programs and events.

Direct Spending from Tournaments $6, 153,976 Direct Spending from Academ $635,385 $635,385 ~f{6ifl:Qrf~·at:$p~1}Clih9· ... J~~;a:a1~~~f~v~1t~)lj1aro~so· ..

The programs and events hosted through the practice facility are expected to generate approximately $6.8 million of direct spending from activities taking place at the practice facility and supporting fields in the market. If the spending by visitors that can be hosted at just the practice facility are isolated, the facility is expected to generate $1.6 million of direct spending.

Sports Facilities Advisory Page3 ( 600 Cleveland Street, Suite 910 • Clearwater. FL 33755 • 0: 727.474.3845 • F: 727.361.1480

['! SPORTS FACILITIES ti ADVISORY www.sportodvisory.com

Conclusion Through this engagement, SFA analyzed the economic impact potential of the development of a new FCC practice facility in Clermont County, OH based on the anticipated programs and events that can be hosted by FCC. SFA believes that if the new practice facility is developed as currently planned and if FCC can attract and host the programs outlined in this analysis, the project can generate significant economic impact from direct spending by out of-town visitors and that the economic impact from activities in the overall area would not be generated but for the development of the FCC practice facility.

SFA welcomes the opportunity to discuss these findings with the CVS. On behalf of the entire SFA team, thank you for the opportunity to work with you.

Sincerely, a]~ Dan Morton Strategic Advisor Sports Facilities Advisory I Sports Facilities Management

Sports Facilities Advisory Page4

Sports Development Opportunity City of Milford FC Cincinnati Clermont County Convention & Visitors Bureau City of Milford

Michael Doss City Manager, City of Milford 513-831-4191 745 Center St. Suite 200 Milford, OH 45150

1 City of Milford

> Genesis of Soccer to Milford

• Expressway Park Site Tangibles.

• City of Milford/Clermont County Tangibles.

2 Partnership with FC Cincinnati

> FC Cincinnati to Major League Soccer

> International Exposure= Economic Development Opportunities

> MLS Professional Franchise in City of Milford/Clermont County

3 4 5 FC Cincinnati Training Facility and Soccer Academy Overivew

> World Class Training Facility

• MLS Team Practices

• FIFA World Cup

> Academy System for Development of Youth Teams

• MLS Development Teams

• Community Partnerships/Relationships

6 FC Cincinnati

Jeff Berding President and General Manager, FC Cincinnati 513-977-5425 14 East 4th St. 3rd Floor Cincinnati, OH 45202

7 FC Cincinnati Overview

> Overview of FCC

> The need for world class training facility

> Benchmark ATL United

> World Cup 2026

8 FCC Operations

> Concept Site Plan for Expressway Park Redevelopment (note that this is preliminary, and in process of being changed in consultation with our engineering team.

> The site contains the following: • First Team Building • Academy/Locker Building • 500 Seat Grandstand with Canopy • Building & Grounds Facility • Associated parking, landscape buffering, etc. • Concept “Vision Renderings” of the First Team Building (Preliminary and intended need to convey image/vision of building only.)

9 Vision Renderings