EX. A ~ August 9, 2018 Page 1 of 12 BOARD OF EDUCATION OLENTANGY LOCAL SCHOOL DISTRICT The Board of Education (the "Board") of the Olentangy Local School District, State of Ohio (the "School District"), met in regular session on August 9, 2018, at 6:00 pm, at the Olentangy Administrative Office, Berlin Conference Room, 7840 Graphics Way, Lewis Center, Ohio 43035, with the following members present: Mindy Patrick, President Kevin O’Brien, Vice President Roger Bartz, Member Julie Wagner Feasel, Member Dave King, Member M__. introduced the following resolution and moved its passage: A RESOLUTION APPROVING THE PASSAGE BY THE COUNCIL OF THE CITY OF COLUMBUS, OHIO OF A TAX INCREMENT FINANCING ORDINANCE AUTHORIZING A REAL PROPERTY EXEMPTION PURSUANT TO R.C. 5709.40(B) AND APPROVING THE PAYMENT OF A PORTION OF THE SERVICE PAYMENTS TO THE SCHOOL DISTRICT BY AND THROUGH THE COMPENSATION AGREEMENT. WHEREAS, the City anticipates that the owners of certain real property located in the City (collectively, the “Property”), which Property is generally described on EXHIBIT A, attached hereto and incorporated herein, will develop the Property by constructing one or more mixed-use, commercial and multi-family developments and related improvements thereon; and WHEREAS, the Property is located within the boundaries of the Olentangy Local School District (the “School District”); and WHEREAS, in connection with the development of the Property, the Columbus City Council is expected to pass an ordinance pursuant to R.C. 5709.40(B), (the “TIF Ordinance”), which TIF Ordinance will declare 100% of the increase in assessed value of the Property (the “Improvement,” as further defined in the TIF Ordinance) to be a public purpose and exempt from real property taxation for a period of 30 years (the “TIF Exemption”); and WHEREAS, the School District is required to approve real property exemptions granted pursuant to R.C. 5709.40 of greater than 75% of the increase in assessed value of the Improvement and for a term of greater than 10 years; and WHEREAS, the City expects that the Developer’s efforts will improve the Property; and WHEREAS, the Improvement and the resulting economic development will benefit the School District and provide additional transportation opportunities for the School District; and EX. A ~ August 9, 2018 Page 2 of 12 WHEREAS, the TIF Ordinance will require the owners of the Property to make service payments in lieu of taxes (“Service Payments”) equivalent in amount to the amount of real property taxes that would have been payable if the Improvement had not been exempted from taxation under the TIF Ordinance; WHEREAS, to facilitate the development of the Property and to compensate the School District for a portion of the revenue that the School District would have received had the Improvement been made and not exempted from taxation, the Developer, the City and the School District have determined to enter into that certain Compensation Agreement, hereinafter further described in Section 3; and WHEREAS, the School District desires to approve the TIF Ordinance and the TIF Exemption provided for therein upon the condition that the Developer, the City and the School District enter into the Compensation Agreement, hereinafter further described in Section 3; and WHEREAS, the City has requested that the School District waive further notice requirements of R.C. 5709.40, 5709.83 and 5715.27; and NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF EDUCATION OF THE OLENTANGY LOCAL SCHOOL DISTRICT, STATE OF OHIO, THAT: Section 1. The Board hereby approves the TIF Ordinance and the TIF Exemption provided for therein upon the condition that Developer, the City and the School District enter into the Compensation Agreement pursuant to Section 3 herein. The Board authorizes the President and Treasurer of this Board, and the Superintendent of the School District, to further evidence such approval and consent by execution of any documents necessary to give effect to the TIF Ordinance and the TIF Exemption provided for therein. Section 2. The Board hereby waives any notice requirements set forth in R.C. 5709.40, 5709.83 and 5715.27 with respect to the TIF Ordinance and waives any defects or irregularities relating to the TIF Ordinance. Section 3. The Board hereby authorizes the School District to enter into the Compensation Agreement, substantially in the form and under the terms and conditions set forth in EXHIBIT B, attached hereto and incorporated herein. The Board further authorizes the President and Treasurer of this Board, and the Superintendent of the School District, to execute and deliver the Compensation Agreement with such completions and changes which are not materially adverse to the School District and which shall be approved by those officials authorized to execute the Compensation Agreement. Such execution by those officials on behalf of the Board shall conclusively evidence this Board’s approval of such Compensation Agreement. Section 4. This Board directs the Treasurer of the Board to certify and deliver true and complete copies of this Resolution, together with the attachments hereto, to the Clerk of Council of the City of Columbus, Ohio after the passage of this Resolution. EX. A ~ August 9, 2018 Page 3 of 12 Section 5. This Board finds and determines that all formal actions of this Board concerning and relating to the adoption of this Resolution were adopted in an open meeting of this Board and that all deliberations of this Board and of any of its committees that resulted in such formal action were in meetings open to the public in compliance with all legal requirements including R.C. Section 121.22. M__. seconded the motion and, after discussion, a roll call vote was taken and the results were: Ayes: Nays: The Resolution passed. Passed: August 9, 2018 BOARD OF EDUCATION OLENTANGY LOCAL SCHOOL DISTRICT Attest: By: Emily Hatfield, Treasurer Mindy Patrick, President CERTIFICATE The undersigned Treasurer of the Board of Education of the Olentangy Local School District, State of Ohio, hereby certifies that the foregoing is a true copy of a resolution duly passed by the Board of Education of said School District on August 9, 2018. ____________________________________ Emily Hatfield Treasurer, Board of Education Olentangy Local School District EX. A ~ August 9, 2018 Page 4 of 12 COMPENSATION AGREEMENT This Compensation Agreement (this “Agreement”), is made and entered into this ___ day of __________, 2018, by and between NP CAPITAL MANAGEMENT CORP. (the “Developer”), a corporation organized and existing under the laws of the State of Ohio, the CITY OF COLUMBUS, OHIO (the “City”), a city organized and existing under the laws of the State of Ohio, and the BOARD OF EDUCATION OF THE OLENTANGY LOCAL SCHOOL DISTRICT (the “School District”), a public school district organized and existing under the laws of the State of Ohio. RECITALS WHEREAS, the City anticipates that the current property owners of certain real property located in the City (the “Property”), which Property is described on Exhibit A attached hereto and incorporated herein by this reference, will develop the Property by constructing one or more mixed-use developments and related improvements thereon; and WHEREAS, the Property is located within the boundaries of the School District and the Delaware Area Career Center District (the “JVSD,” and together with the School District, the “School Districts”); and WHEREAS, in connection with the development of the Property, the Columbus City Council is expected to pass, or has already passed, an ordinance pursuant to Ohio Revised Code (“R.C.”) Section 5709.40(B), a draft of which is on file with the School District Superintendent (the “TIF Ordinance”), which TIF Ordinance will declare 100% of the increase in assessed value of the Property (the “Improvement,” as further defined in the TIF Ordinance) to be a public purpose and exempt from real property taxation for a period of 30 years (the “TIF Exemption”); and WHEREAS, the School District is required to approve exemptions granted pursuant to R.C. Section 5709.40 of greater than 75% and for a term of greater than 10 years; and WHEREAS, the City expects that the Developer’s efforts will improve the Property consistent with the objectives stated in the TIF Ordinance; and WHEREAS, the Improvement and the resulting economic development will substantially benefit both the City and the School District; and WHEREAS, the TIF Ordinance requires the owner of the Property to make service payments in lieu of taxes (“Service Payments”) equivalent in amount to the amount of real property taxes that would have been payable if the Improvement had not been exempted from taxation under the TIF Ordinance; and WHEREAS, the School District has adopted a resolution (the “School District Resolution”), which School District Resolution (i) approved this Agreement and the exemption of the Improvement as provided in the TIF Ordinance, and (ii) waived further requirements of R.C. Sections 5709.40, 5709.82, 5709.83 and 5715.27; and 1 EX. A ~ August 9, 2018 Page 5 of 12 WHEREAS, to facilitate the construction of project on the Property and to compensate the School Districts for a portion of the revenue that the School Districts would have received had the Improvement been made and not exempted from taxation, the Developer, the City and the School District have determined to enter into this Agreement, on the terms hereinafter provided; NOW, THEREFORE, in consideration of the premises and covenants contained herein, the parties hereto agree as follows: Section 1. Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: “Community Reinvestment Area” means the area designated pursuant to R.C. Sections 3735.65 et seq. “Compensation Payments” means, for any Exemption Year, the payments to be made to the School Districts pursuant to the terms of Section 2(A) of this Agreement and Section [_] of the TIF Ordinance.