EMERGENCY

SSB

- 2018

AUTHORIZING the City Manager to execute a Memorandum of Understanding between the

City of Cincinnati and Fussball Club Cincinnati LLC, commonly known as FC Cincinnati, which
describes the financing and construction of certain public infrastructure improvements in
connection with FC Cincinnati’s construction of an approximately 21,000-seat Major League
Soccer stadium; AMENDING Ordinance No. 310-2017 to repeal Sections 1, 2, 5, 6, 7, and 8;
and AUTHORIZING the transfer and appropriation of $1,000,000 from capital improvement
program project account 980x164x181606, “Soccer Stadium Public Infrastructure
Improvements”, to Special Reserve Account No. 3476, “Blue Ash 2 Reserve,” within
Miscellaneous Permanent Improvement Fund 757; and AUTHORIZING the City Manager upon
Council approval of a final development agreement, to take steps necessary to provide up to
$8,000,000 from TIF revenue from the District 4-Downtown/OTR East District Incentive
District, to be used as a source of repayment and security for bonded indebtedness to finance the
cost of constructing the public infrastructure improvements.

WHEREAS, Fussball Club Cincinnati LLC, commonly known as FC Cincinnati (the

“Club”), is actively seeking a bid for membership as a Major League Soccer franchise; and

WHEREAS, the Club has, or intends to obtain, control over a site in the City’s West End
neighborhood, namely, an approximately 13-acre site situated between Wade Street on the north,
Taft Information Technology High School and 15th Street on the south, John Street on the west,
and Central Parkway on the east, and is proposing to build an approximately 21,000-seat Major
League Soccer stadium thereon (the “Stadium”); and

WHEREAS, the City supports the Club’s bid for membership with Major League Soccer
and wishes to facilitate the Club’s construction of the Stadium as well as facilitate the
redevelopment of the area surrounding the Stadium and the West End neighborhood generally
for office, commercial, retail, residential, and entertainment uses; and

WHEREAS, the City is not willing to provide, and the Club has not asked the City to
provide, City funds for the construction of the Stadium; however, the City is willing to provide
funding for the construction of certain associated public improvements as described below; and

WHEREAS, if so approved by the Greater Cincinnati Redevelopment Authority (the

“Redevelopment Authority”), and as a condition of the City’s agreement to provide funding for
certain associated public improvements, the City is agreeable to an arrangement in which (i) the
Stadium is owned by the Redevelopment Authority and leased to the Club for a term of 30 years,
and (ii) the lease could be terminated by the Club after 20 years should the Club pay off the
Stadium-specific bonds, which bonds would not be issued by the City or supported by City funds
or collateral; and
 WHEREAS, as part of the development, and assuming the Stadium is owned by the
Redevelopment Authority and becomes exempt from real property taxation, the Club has
committed to enter into an agreement with the Board of Education of the Cincinnati School
District (the “School Board”) pursuant to which the Club will, among other things, pay to the
School Board 25% of the full amount of exempt real property taxes that would otherwise be
payable to the Hamilton County Treasurer (the “School Board Agreement”); and

WHEREAS, the Club and property owner of the Stadium will enter into a 30-year
Community Benefits Agreement with community stakeholders in the West End in which, among
other things, the Club will (i) contribute no less than $100,000 annually to West End community
groups during the term of the Community Benefits Agreement, (ii) transfer to a third party
private developer purchase options that the Club holds on 60 parcels of land currently owned by
the Cincinnati Metropolitan Housing Authority, to facilitate the creation of affordable housing in
the West End neighborhood, and (iii) address Quality of Life issues including, without limitation,
light and noise pollution, litter, traffic, and safety;

WHEREAS, disbursement of any portion of the City’s funding will be contingent upon
the Developer and property owner of the Stadium entering into the above-referenced Community
Benefits Agreement; and

WHEREAS, the Club has committed to make a project-specific voluntary commitment of

using best efforts to meet the City’s economic inclusion program goals to achieve a standard for
City-Certified Minority Business Enterprise(s), as defined in Chapter 324 of the Cincinnati
Municipal Code, of no less than (i) 17% for construction services and (ii) 14% for professional
services; and

WHEREAS, the Club has committed to make a project-specific voluntary commitment of

using best efforts to meet the City’s economic inclusion program goals to achieve a standard for
City-Certified Women Business Enterprise(s), as defined in Chapter 324 of the Cincinnati
Municipal Code, of no less than (i) 10% for construction services and (ii) 16% for professional
services; and

WHEREAS, the City is agreeable to providing funding for the cost of constructing
certain public infrastructure improvements, including roadway improvements, utility
infrastructure, site preparation, and a 750-space public parking surface lot or garage
(collectively, the “Public Infrastructure Improvements”), that will benefit the Stadium and
unlock the area surrounding the Stadium for other office, commercial, retail, residential, and
entertainment uses; and

WHEREAS, in accordance with Cincinnati Municipal Code Section 321-118,

“Applicability of Prevailing Wage Rates to City Development Agreements,” as ordained by
Ordinance No. 93-2016, enacted April 27, 2016, the Club has committed to pay prevailing wage
rates for both the Public Infrastructure Improvements and the private improvements, including
the Stadium; and

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 WHEREAS, the estimated cost of the Public Infrastructure Improvements is $34,896,800,
with respect to which the City anticipates providing the following funding, as more fully
described in the proposed Memorandum of Understanding between the City and the Club
attached as Exhibit A to this Ordinance (the “MOU”):

(i) The City is willing to provide, over time, up to $8,000,000 from TIF revenue from
the District 4-Downtown/OTR East District Incentive District, to be used as a
source of repayment and security for bonded indebtedness to finance the cost of
constructing the Public Infrastructure Improvements (“District 4 TIF Funds”);

(ii) The City is willing to provide $6,383,000 to be used to help pay for the cost of
constructing the Public Infrastructure Improvements, using proceeds from the sale
of the Blue Ash Airport currently available as cash on hand in Special Reserve
Account No. 3476, “Blue Ash 2 Reserve,” within Miscellaneous Permanent
Improvement Fund 757, such sum having previously been transferred to capital
improvement program project account 980x164x181606 and appropriated as
authorized by City Council by Ord. 310-2017, approved on November 29, 2017;

(iii) Subject to the agreement of the Board of Commissioners of Hamilton County,

Ohio (the “County”) and the Convention Facilities Authority for Hamilton
County, Ohio (the “CFA”), the City is willing to take all steps legally necessary to
authorize the use of the City’s share of the residual transient occupancy tax
revenues, not to exceed $1,500,000 annually, for 30 years, as a source of
repayment and security for bonded indebtedness to finance the cost of
constructing the Public Infrastructure Improvements;

(iv) Subject to the agreement of the County and subject to appropriation by City
Council, the City is willing to take all steps legally necessary to authorize the use
of certain capital dollars currently provided by the City to the County in
connection with the City’s Cooperative Agreement with the County and the CFA,
for 30 years, as a source of repayment and security for bonded indebtedness to
finance the cost of constructing the Public Infrastructure Improvements. The
City’s contribution under this clause (iv) and the immediately preceding clause
(iii) will be capped at an aggregate of $1,500,000 per year, regardless of whether
the City’s share of the residual transient occupancy tax increases;

(v) Subject to the agreement of the County, the City is willing to provide all consents
necessary and cooperate in all respects as may be legally or practically necessary
to authorize the use of the County’s share of the residual transient occupancy tax
revenues, equal to approximately $2,800,000 annually, for 30 years, as a source of
repayment and security for bonded indebtedness to finance the cost of
constructing the Public Infrastructure Improvements;

(vi) Subject to appropriation in the City’s fiscal 2019 budget, the City is willing to
provide a one-time contribution of $2,500,000 in City capital funds for the cost of
constructing the Public Infrastructure Improvements; and

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 WHEREAS, the City desires to authorize the City Manager to take such steps as
necessary to provide the District 4 TIF Funds to facilitate a bond issuance by the Redevelopment
Authority, or another issuer upon which the City will have the opportunity to provide final
approval; and

WHEREAS, the City’s assistance is conditioned upon the County’s agreement to provide
at least $15,000,000 in direct funding toward the cost of constructing the Public Infrastructure
Improvements and the County’s agreement regarding the use of the transient occupancy tax
revenues described in clauses (iv) and (v) above; and

WHEREAS, as described in the MOU, the City’s assistance is contingent upon the
Club’s Major League Soccer bid being accepted, and upon the Club’s construction of the
Stadium; and

WHEREAS, as further described in the MOU, the City will have no responsibility for
payment of cost overruns and will contribute no direct funding assistance toward the cost of the
Public Infrastructure Improvements beyond that described in this ordinance; and

WHEREAS, to facilitate the Club’s Major League Soccer bid, pursuant to Ohio Revised
Code Chapter 718.151, the City is willing to provide a 15-year refundable Job Retention Tax
Credit equal to 50% of the income tax withholdings of the Club’s employees within City limits;
and

WHEREAS, to facilitate the Club’s Major League Soccer bid, pursuant to Ohio Revised
Code Chapter 718.151, the City is willing to provide a 15-year refundable Job Retention Tax
Credit equal to 50% of the income tax withholdings of the Club’s employees within City limits;
and

WHEREAS, on November 29, 2017, Council passed Ordinance No. 310-2017 (the
“Oakley Ordinance”), which (i) authorized the City Manager to execute a Memorandum of
Understanding attached thereto, and execute such agreements and take such other steps as may
be necessary in order to provide for the financing and construction of certain public
infrastructure improvements in connection with the Stadium, (ii) established a capital
improvement program project account, (iii) authorized the transfer and appropriation of (a)
$7,383,000 from Special Reserve Account No. 3476, “Blue Ash 2 Reserve,” within
Miscellaneous Permanent Improvement Fund 757, and (b) $7,250,000 from Fund 852, “Urban
Renewal Tax Increment Bond Fund,” to the newly established capital improvement program
project account, and (iv) declared expenditures from such project account to be for a public
purpose; and

WHEREAS, Council now desires to repeal Ordinance No. 310-2017 because Council’s
approvals in the Oakley Ordinance concerned a potential development site in the Oakley
neighborhood of Cincinnati that is no longer in consideration; now, therefore,

BE IT ORDAINED by the Council of the City of Cincinnati, State of Ohio:

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 Section 1. That the City Manager is hereby authorized to execute a Memorandum of

Understanding (the “MOU”) with Fussball Club Cincinnati LLC (the “Club”), in substantially

the form attached to this ordinance as Exhibit A, and to cause the City Administration to take

such steps as may be necessary or appropriate, including the drafting and submittal of legislation,

application for and acceptance of grants, submittal of a final development agreement to Council

for review and approval, and cooperation with other governmental authorities including the

Board of Commissioners of Hamilton County, Ohio, the State of Ohio, and the Greater

Cincinnati Redevelopment Authority, in order to implement the transactions described therein

pertaining to the financing and construction of an approximately 21,000-seat Major League

Soccer stadium and associated public infrastructure improvements in Cincinnati.

Section 2. That Sections 1, 2, 5, 6, 7, and 8 of Ordinance No. 310-2017, passed by

Council on November 29, 2017, are hereby repealed.

Section 3. That Sections 3 and 4 of Ordinance No. 310-2017 shall remain in full force

and effect.

Section 4. That this Council hereby authorizes the transfer and appropriation of

$1,000,000 from capital improvement program project account 980x164x181606, “Soccer

Stadium Public Infrastructure Improvements,” to Special Reserve Account No. 3476, “Blue Ash

2 Reserve,” within Miscellaneous Permanent Improvement Fund 757.

Section 5. That the City Manager is hereby authorized, upon review and approval of a

final development agreement by Council, to take such actions as are necessary to provide, over

time, up to $8,000,000 from TIF revenue from the District 4-Downtown/OTR East District

Incentive District (“the District 4 TIF”), to be used as a source of repayment and security for

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bonded indebtedness to finance the cost of constructing the Public Infrastructure Improvements,

which use will benefit and serve the District 4 TIF.

Section 6. That this Council hereby declares its support for the Club’s Major League

Soccer bid and urges Major League Soccer to select the Club for its expansion plans. The Clerk

of Council is hereby directed to deliver a certified copy of this ordinance to Don Garber, the

Commissioner of Major League Soccer, upon the City Manager’s request.

Section 7. That this ordinance shall be an emergency measure necessary for the

preservation of the public peace, health, safety and general welfare and shall, subject to the terms

of Article II, Section 6 of the Charter, be effective immediately. The reason for the emergency is

to enable the MOU to be executed as soon as possible so that the Club can promptly move

forward with its attempt to secure a bid for membership as a Major League Soccer franchise,

which if granted will result in the construction of the stadium, the creation of jobs, and the

stimulation of economic growth in the area at the earliest possible date.

Passed: _______________________________, 2018

________________________________
John Cranley, Mayor

Attest: _______________________________
Clerk