HomeMy WebLinkAboutOrdinance 008-20RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
ordinance No.Q$- 20 Passed
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES TO g2lo, LLC TO INDUCE IT TO
LEASE OR PURCHASE A FACILITY TO LOCATE AND
EXPAND ITS NATIONAL HEADQUARTERS AND ITS
ASSOCIATED OPERATIONS AND WORKFORCE, AU,
WITHIN THE CITY; AND AUTHORIZING THE
EXECUTION OF AN ECONOMIC DEVELOPMENT
AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy (the, ",-strategy')
approved by Dublin City Councii Resolution No. OY-94 adopted on ]une 20, 1994,
an(] the updated Strategy approved by Dublin City Council Resolution No. 30-04
adopted on July 6, 2004, the City desires to encourage commercial office
development and create arid preserve jobs and employment opporkinities within the
City; and
WHEREAS, g2o, LLC (the "Compare') recently performed a comprehensive
examination of its workforce needs, and based on the results of this examination,
and induced by and in reliance on the economic development incentives provided in
the proposed Economic Development Agreement (as described below), the Company
is desirous of leasing or purchasing a facility to locate and expand its national
headquarters and its associated operations and workforce, all within the City, in order
to achieve the payroll withholding targets set forth in the Economic Development
Agreement; and
WHEREAS, this Council has determined that it is necessary and appropriate and in
the best interests of the City to provide for certain economic development incentives
to the Company, as described in the proposed Economic Development Agreement;
and
WHEREAS, this Council has determined to offer the economic development
incentives, the teres of which are set forst in a substantially final fora of Economic
Development Agreement presently on file in the office of the Cleric of Council, to
induce the Company to lease or purchase a facility to locate and expand its national
headquarters and its associated operations and workforce, all within the City, which
will result in the retention and relocation of existing and creation of' new jobs and
employment opportunities, thereby improving the economic welfare of the people of
the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio
Constitution;
i'�ow, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, state of
,Ohio, 'l of the elected members concurring, that:
Section I.. The Economic Development Agreement by and between the City and the
Company, in the form presently on file with the Clerk of Council, providing for, among
other things, the provision of certain economic development incentives in
consideration for the Company's agreement to lease or purchase a facility for the
creation and expansion of the Company's national headquarters and its associated
operations and workforce, all within the City, which will result in the retention and
relocation of existing and creation of new jobs and employment opportunities, is
hereby approved and authorized with changes therein riot inconsistent with this
Ordinance and not substantially adverse to this City and which shall be approved by
the City Manager. The Cite Manager, for and in the name of this City, is hereby
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No.
Passed
authorized to execute that Economic Development Agreement, provided further that
the approval of changes thereto by that official, and their character as not being
substantially adverse to the City, shall be evidenced conclusively by the execution
thereof. This Council further authorizes the City Manager, for and in the name of the
City, to execute any amendments to the Economic Development Agreement, which
amendments are not inconsistent with this Ordinance and not substantially adverse
to this City.
Section 2. This Council further hereby authorizes and directs the City Manager, the
Director of Law, the Director of Finance, the Clerk of Council, or other appropriate
officers of the City to prepare and sign all agreements and instruments and to take
any other actions as may be appropriate to implement this Ordinance.
Section 3. This Council finds and determines that all formal actions of this Council
and any of its committees concerning and relating to the passage of this Ordinance
were taken in open meetings of this Council or committees, and that all deliberations
of this Council and any of its committees that resulted in those formal actions were in
meetings open to the public, all in compliance with the law including Section 121.22
of the Revised Code.
Section 4. This Ordinance shall be in full force and effect on the earliest date
permitted by law.
Passed:
Effective:
Signed:
Mayor -Presiding Officer
Attest: A" LY-4�ej
k of touncil (Ach )
Apyl I 1 Y.
2020
IcityOffice of the City Manager
of Dublin 5200 Emerald Parkway • Dublin, OH 43017-1090 -Memo
Phone: 614-410-4400 • Fax: 614-410-4490
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: February 18, 2020
Initiated By: Colleen Gilger, CEcD, Director of Economic Development
Rachel Ray, AICP, Economic Development Administrator
Re: Ordinance 08-20 Economic Development Agreement with g2o
Background
Economic Development staff has been in discussions with g2o about the relocation and expansion
of their corporate headquarters. The company is outgrowing their current headquarters in Columbus,
and has been conducting their real estate search in Central Ohio, as well as in the Cleveland area.
In August 2019, Information Control Company (ICC) announced that it had integrated several
business divisions and formed a new company called g2o — short for "goals to outcomes." The
company, which began as an IT staffing company in Columbus, now employs over 500 analysts,
designers, developers, system and data engineers, researchers, and strategists that collaborate on
building engaging digital experiences for clients located throughout Ohio, Pittsburgh and Buffalo.
This project would result in the relocation of approximately 150 existing g2o jobs from Columbus to
Dublin, with the addition of new employee payroll withholdings associated with approx. 60 new jobs
by 2027. This project also includes approximately 20 existing employees currently working at client
sites within Dublin, for an overall total employment of 230 jobs. The company would be required to
execute a minimum 10 -year lease within the City of Dublin for the agreement to take effect.
The Economic Development Agreement proposed to g2o is a seven (7) year, 15% Performance
Incentive on net new payroll withholdings (2022-2028), capped at $130,000 for the term of the
agreement. The payroll attributed to the initial 150 relocating jobs will not count toward the
incentive. If the company chooses to exercise a minimum five-year lease extension by April 30, 2030,
the company is eligible to receive an additional 15% performance incentive for four (4) additional
years (2030-2033), capped at $145,000, for a total performance incentive offering capped at
$275,000.
The City expects to net approximately $3,778,366 over the initial 10 -year project term, or $6,360,505
over an extended 15 -year term.
Of note: Per the local economic development rules of incentive engagement, there is professional agreement
in the Columbus Region not to incentivize existing jobs moving intra -regionally. Therefore, only the new payroll
growth is eligible for incentives.
Recommendation
Staff recommends passage of Ordinance 08-20 at the second reading/public hearing on March 2.
Please contact Colleen Gilger at 614-410-4615 or cailaerCcbdublin.oh.us with any questions.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the `Agreement") is made and entered into this
day of , 2020 (the "Effective Date"), by and between the CITY OF DUBLIN, OHIO
(the "City'), a municipal corporation duly organized and validly existing under the Constitution
and the laws of the State of Ohio (the "State") and its Charter, and g2o, LLC, an Ohio limited
liability company (the "Company" andtogether withthe City, the Parties"), underthe circumstances
summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by
Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated Strategy
approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, the City desires to
encourage commercial office development and create and preserve jobs and employment
opportunities within the City; and
WHEREAS, based on the results of the Company's recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, the Company desires to either lease or purchase afacility to locate and expand its
national headquarters and its associated operations and workforce, all within the City; and
WHEREAS, pursuant to Ordinance No. 49 passed on , 2020, the City has
determined to offer the economic development incentives described herein to induce the Company
to lease or purchase afacility for the creation and expansion of the Company's national headquarters
and the associated operations and workforce, all within the City, which will result in the retention of
certain existing and creation of new jobs and employment opportunities to improve the economic
welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13
of the Ohio Constitution; and
WHEREAS, the City and the Company have determined to enter into this Agreement to
provide these incentives in order to induce the Company to lease or purchase a facility to create
and expand its national headquarters and its associated operations and workforce, all within the City;
Now THEREFORE, in consideration of the foregoing, the promises contained herein, and other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
City and the Company agree and obligate themselves as follows:
Section 1. Companv's Agreement to Lease or Purchase a Facilitv to Create and Expand
its National Headquarters and its Associated Operations and Workforce Within the City.
(a) In consideration for the economic development incentives to be provided by the City
herein, the Company agrees that it will lease or purchase a facility which is located within the City
(the "Facility'') to create and expand its national headquarters and the associated operations and
workforce, all within the City, all consistent with the terms of this Agreement. The Company expects
to retain twenty (20) existing employee positions within the City and relocate one hundred fifty (150)
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existing employee positions to the City by December 31, 2020. In addition, the Company expects to
create sixty (60) new employee positions within the City by December 31, 2027. The total estimated
payroll withholdings for the retained, relocated and new employee positions is estimated to be
approximately Six Million Twenty -Five Thousand Dollars ($6,025,000) through December 31, 2033.
(b) The Company agrees that the City's obligations to remit payments pursuant to Section
2 of this Agreement shall be contingent upon (i) the Company delivering to the City either (A) a
photocopy of a fully executed agreement evidencing the Company's lease of the Facility within the
City (the "Initial Lease Agreement"), provided that the term of such Initial Lease Agreement shall
commence no later than January 31, 2021 and terminate no earlier than ten (10) years thereafter or
(B) such documentation which reasonably demonstrates to the City that the Company has purchased
the Facility (the `Purchase Agreement"), which in either case, will accommodate the creation and
expansion of the Company's national headquarters and its associated operations and workforce, (ii)
the City issuing to the Company (which issuance will not be unreasonably withheld, delayed or
conditioned) a certificate of occupancy (the "Certificate of Occupancy") for the Facility, (iii) the
Company occupying the Facility and (iv) such other conditions as are set forth in Section 2; provided,
however, and notwithstanding any provision herein to the contrary, if the Company shall, after having
acted in good faith, fail to deliver either the Initial Lease Agreement or the Purchase Agreement,
receive the Certificate of Occupancy or occupy the Facility within the respective periods set forth in
subsections 3(s)(i), 3(s)(ii) and 3(s)(iii), this Agreement will terminate without such failure
constituting a breach by the Company, the City's obligation to remit any Annual Incentive Payments
or Bonus Annual Incentive Payments will be terminated and the Company will owe no penalties to
the City as a result of such failure.
Section 2. City's Agreement to Provide Incentives.
(a) General. In consideration for the Company's agreement to lease or purchase the
Facility and create and expand its national headquarters and its associated operations and workforce,
and to retain and relocate existing and create new jobs and employment opportunities, all within the
City, the City agrees to provide economic development incentives to the Company in accordance with
this Section.
(b) Workforce Creation Incentive.
(i) Calculation of Actual Pavroll Withholding Taxes. On or before March 15 of
each of the years 2023 through 2029, and provided the requirements of subsection 2(b)(vi)
are satisfied, also on or before March 15 of each of the years 2031 through 2034, the City
shall calculate the actual payroll withholding taxes collected and received during the then
preceding calendar year and in respect of that preceding calendar year by the City from all
Employees (as defined below). For purposes of that calculation, the Company acknowledges
and agrees that the total amount of actual payroll withholding taxes in respect of any calendar
year shall be determined based solely upon the amount of payroll withholding tax payments
actually received by the City from the Company during that calendar year. The Company
further acknowledges and agrees that any amount received by the City in respect of any
calendar year but following the conclusion of that calendar year will not be considered in the
total amount of actual payroll withholding taxes for that calendar year. The City reserves in
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its sole discretion the right to waive this limitation. For purposes of this Section 2,
"Employees" shall include only those individuals employed by the Company and working
within the City.
(ii) Information Relating to Employees. The Company agrees that, in accordance
with the City's codified ordinances, as may hereafter be amended from time to time (the
`Dublin City Code"), the annual payroll reconciliation and related W-2 forms relating to its
Employees will be provided to the City prior to February 28 of each calendar year.
(iii) Employer Identification Number. The Company's Federal Employer
Identification Number is 46-2424572. The Company agrees that if the Federal Employer
Identification Number changes at any time during the term of this Agreement, the Company
will notify the City of such change, including the new Federal Employer Identification
Number, within thirty (30) days of the occurrence of such change.
(iv) Annual Incentive Payments to the Company. Subject to the Company's
compliance with the requirements set forth in subsection 2(c), ifthe actual payroll withholding
taxes collected and received by the City pursuant to subsection 2(b)(i) during the then
preceding calendar year and in respect of that preceding calendar year from all Employees,
net of refunds (such amount being referred to as the Actual Withholdings'), equal or exceed
the Target Withholdings (as defined in subsection 2(b)(v)) for that preceding calendar year,
the City shall, on or before April 15 of the then current calendar year, pay to the Company,
solely from nontax revenues (as defined in subsection 2(e)), an amount equal to the product
of (A) the difference between (1) an amount equal to the Actual Withholdings for that
preceding calendar year minus (II) an amount equal to the Base Withholdings for that
preceding calendar year (if such difference is less than zero dollars, then for purposes of this
computation, that difference shall equal zero dollars), multiplied by (B) fifteen percent (15%)
(with each such product being referred to as an Annual Incentive Payment"); provided,
however, that (1) the City shall not be required pursuant to this subsection 2(b) to remit an
Annual Incentive Payment to the Company in excess of the Annual Cap (as defined in
subsection 2(b)(v)) in any calendar year, and (2) the aggregate amount of all Annual Incentive
Payments remitted pursuant to this subsection 2(b) by the City to the Company shall not
exceed One Hundred Thirty Thousand and 00/100 Dollars ($130,000.00), and if the
requirements of subsection 2(b)(vi) are satisfied, the sum of all Annual Incentive Payments
and Bonus Annual Incentive Payments remitted pursuant to this subsection 2(b) by the City
to the Company shall not exceed Two Hundred Seventy -Five Thousand and 00/100 Dollars
($275,000.00).
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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(v) Base Withholdings, Target Withholdings and Annual Cap. The Base
Withholdings, the Target Withholdings and the Annual Cap for each of the calendar years
2022 through 2028 and 2030 through 2033 shall be as follows:
Calendar Year
Base Withholdinas(u
2022
$328,000
2023
328,000
2024
328,000
2025
328,000
2026
328,000
2027
328,000
2028
328,000
2030(2)
328,000
2031(2)
328,000
2032(2)
328,000
2033(2)
328,000
Target Withholdinasy
Annual Cap
$378,000
$10,000
396,360
12,000
415,087
15,000
434,189
18,000
453,673
22,000
473,546
25,000
493,817
28,000
513,767
33,000
524,043
35,000
534,524
37,000
545,214
40,000
(1) The Base Withholdings for each calendar year represents the sum of the estimated payroll withholdings taxes that
would have been collected by the City in 2020 in respect of the Company's one hundred fifty (150) "to be relocated"
employees ifthose employees would have been employed witrunthe City throughout 2020. Thedit%rencebetween
the Target Withholdings and the Base Withholdings for each calendar year reflects the anticipated minimum
withholdings attributable to the twenty (20) "retained" employees and any new employee positions created after the
Company locates all of its employees to the City.
(2) Payments in respect of calendar years 2030 through 2033 are also subject to subsection 2(b)(vi).
(vi) Bonus Annual Incentive Payments and Related Annual Cap. The City agrees
that if the Company provides to the City on or before April 30, 2030 a fully executed copy of
an agreement which either (A) extends the Initial Lease Agreement for a minimum additional
term of five (5) years or (B) obligates the Company to a lease space at another location within
the City for a minimum additional term of five (5) years, then the Company shall be eligible
to receive an Annual Incentive Payment (each a "Bonus Annual Incentive Payment") in
respect of each of the calendar years 2030 through 2033 which will be calculated at the same
time and in the same manner as described in subsection 2(b)(iv) and paid in accordance with
this Section 2; provided that each Bonus Annual Incentive Payment shall be subject to an
Annual Cap (as defined in subsection 2(b)(v)) in each such calendar year.
(vii) Forfeiture of Right to Receive Annual Incentive Payments. The Company
agrees and acknowledges that the Annual Incentive Payments and the Bonus Annual Incentive
Payments provided for in subsection 2(b) are being made by the City to the Company in
consideration for the Company's agreement to lease or purchase the Facility and create and
expand its national headquarters and its associated operations and workforce, and to retain
and relocate existing and create new jobs and employment opportunities, all within the City.
The Company further agrees that if the Target Withholdings requirement is not met for any
given calendar year as set forth in subsection 2(b)(v), the City shall not be obligated to make
an Annual Incentive Payment or a Bonus Annual Incentive Payment, as the case may be, to
the Company for the calendar year in respect of which the Target Withholdings requirement
was not satisfied. Failure to satisfy the Target Withholdings requirement in respect of any
one calendar year does not prohibit the Company from receiving an Annual Incentive
sPB #010-8959-2790v1: 01-20-2020 - 4 -
Payment or a Bonus Annual Incentive Payment, as the case may be, for any subsequent
calendar year in respect of which the Target Withholdings requirement is satisfied.
(c) Filing of Municipal Income Tax Returns and Remission of Related Taxes.
(i) The Company agrees that it shall timely (A) file directly with the City all
municipal income tax returns and (B) remit directly to the City all municipal income tax
payments, each as required by the Dublin City Code. While Ohio law currently permits the
Company to file its municipal income tax returns and remit its municipal income tax payments
directly through the Ohio Business Gateway, the Company acknowledges that if in respect of
any of the tax years 2022 through 2028 (inclusive), and provided the requirements of
subsection 2(b)(vi) are satisfied, also in respect of any of the tax years 2030 through 2033
(inclusive), the Company either (C) files a related municipal income tax return or (D) remits
a related municipal income tax payment, in either case directly with the Ohio Business
Gateway instead of the City, then notwithstanding subsection 2(c)(ii), the Company shall
forfeit its right to receive and the City shall not be obligated to remit any payment which the
City might otherwise be required to pay pursuant to subsection 2(b)(iv) (each applicable
payment being referred to as a `Required Payment") in respect of that tax year.
(ii) Not earlier than fifteen (15) days preceding the date on which the City is
required to make a Required Payment to the Company, the City shall determine whether the
Company is in full compliance with its obligation to remit municipal income taxes to the City
pursuant to the Dublin City Code. If the City reasonably determines that the Company is not
in full compliance, the City shall not be obligated to make the Required Payment on the
required payment date and will promptly provide written notification of such determination
to the Company. If within sixty (60) days following the date of the City's written notification
the City receives a payment from the Company which the City reasonably determines will
cause the Company to be in full compliance with its municipal income tax obligations
pursuant to the Dublin City Code (including any applicable interest and penalties), the City
will within fifteen (15) days of receipt of such payment remit to the Company the Required
Payment. If, however, the Company fails to timely remit sufficient payment to the City in
accordance with the preceding sentence, the City may in its sole discretion determine that the
City's obligation to remit such Required Payment is voided and that such Required Payment
will not be made, and will promptly provide written notification to the Company of such
determination.
(d) Method of Payment. The payments to be paid to the Company as provided in this
Section 2 shall be made by the City to the Company by electronic funds transfer or by such other
manner as is mutually agreed to by the City and the Company.
(e) City's Obligation to Make Payments Not Debt: Payments Limited to Nontax
Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant
to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the
general credit or taxes levied by the City, and the Company shall have no right to have excises or
taxes levied by the City, the State or any other political subdivision of the State for the performance
of any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution,
SPB #0I0 -8959-2790v1: 0I-20-2020 - 5 -
any payments or advances required to be made by the City pursuant to this Section 2 shall be
payable solely from the City's nontax revenues and on a subordinated basis to the payment of debt
service charges as may hereafter be payable on securities of the City which are payable from the
City's nontax revenues. Further, since Ohio law limits the City to appropriating monies for such
expenditures only on an annual basis, the obligation of the City to make payments pursuant to this
Section 2 shall be subject to annual appropriations by the City Council and certification by the
Director of Finance of the City as to the availability of such nontax revenues. For purpose of this
Agreement, "nontax revenues" shall mean, all moneys of the City which are not moneys raised by
taxation, to the extent available for such purposes, including, but not limited to the following: (i)
grants from the United States of America and the State, (ii) payments in lieu of taxes now or
hereafter authorized to be used for the purposes by State statute, (iii) fines and forfeitures which
are deposited in the City's General Fund, (iv) fees deposited in the City's General Fund from
properly imposed licenses and permits, (v) investment earnings on the City's General Fund and
which are credited to the City's General Fund, (vi) investment earnings of other funds of the City
that are credited to the City's General Fund, (vii) proceeds from the sale of assets which are
deposited in the City's General Fund, (viii) rental income which is deposited in the City's General
Fund and (ix) gifts and donations.
Section 3. Miscellaneous.
(a) Assignment. This Agreement may not be assigned without the prior written consent
of all non -assigning Parties.
(b) Binding Effect. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns.
(c) Captions. The captions and headings in this Agreement are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(d) Day for Performance. Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
(e) Economic Development Assistance Certification. The Company has made no false
statements to the City in the process of obtaining approval of the incentives described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentives described in this Agreement, the Company shall be required to immediately
return all benefits received under this Agreement pursuant Ohio Revised Code Section 9.66(C)(2)
and shall be ineligible for any future economic development assistance from the State, any State
agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Company
acknowledges that any person who provides a false statement to secure economic development
assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to Ohio Revised
Code Section 2921.13(F)(1), which is punishable by a fine of not more than $1,000 and/or a term of
imprisonment of not more than six months.
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(f) Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties on the subject matter hereof and supersedes all prior negotiations, agreements and
understandings, both written and oral, between the Parties with respect to such subject matter. This
Agreement may not be amended, waived or discharged except in an instrument in writing executed
by the Parties.
(g) 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 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.
(h) Executed Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute but
one and the same instrument. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
(i) Extent of Covenants: No Personal Liabilitv. All covenants, obligations and
agreements of the Parties contained in this Agreement shall be effective to the extent authorized and
permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a
covenant, obligation or agreement of any present or future member, officer, agent or employee of the
City or the Company other than in his or her official capacity, and neither the members of the
legislative body of the City nor any City or Company official 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 and the
Company contained in this Agreement.
0) Governing Law. This 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 City, its agents and employees, and
the Company, its employees and agents, arising out of or relating to this Agreement or its breach will
be decided in a court of competent jurisdiction within Franklin County, Ohio.
(k) Legal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and
the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its terms.
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(1) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall the City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, tort (including negligence and strict liability) or any other theory of law.
(m) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or if hand -delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
requested, addressed to the other Party at the address set forth in this Agreement or any addendum to
or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:
(i) the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) the Company at: g2o, LLC
2500 Corporate Exchange Dr.
Suite 300
Columbus, Ohio 43231
Attention: Mike Keegan
Following the commencement date of the
Initial Lease Agreement:
g2o, LLC
5455 Parkcenter Circle
Suite 500
Dublin, OH 43017
Attention: Mike Keegan
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is
intended to be exclusive of any other right or remedy, and each and every right or remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally
existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at
any time upon the strict observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy
or be construed as a waiver or relinquishment thereof. Every right and remedy given by this
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Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be.
(o) Recitals. The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
(p) Reporting Requirements. The Company acknowledges that it is hereby advised by
the City that certain accounting reporting requirements may obligate the City to treat and report
payments remitted hereunder to the Company as atax abatement Notwithstanding any such reporting
requirements, the Company acknowledges and agrees that the Company is not entitled hereunder to
an abatement or exemption of any tax obligation that would otherwise be payable pursuant to the
Dublin City Code.
(q) Severability. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a courtto 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.
(r) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(s) Term of Agreement. This Agreement shall become effective as of the Effective Date
and shall continue until the earlier of (i) January 1, 2021, provided that as of that day the Company
shall have theretofore failed to satisfy the requirements of subsection 1(b)(i), (ii) 2021,
provided that as of that day the Company shall have theretofore failed to satisfy the requirements of
subsection 1(b)(ii), (iii) 2021, provided that as of that day the Company shall have
theretofore failed to satisfy the requirements of subsection 1(b)(iii) or (iv) the day on which the final
Annual Incentive Payment or Bonus Annual Incentive Payment, as the case may be, which the City
is obligated to pay hereunder is received by the Company.
(t) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK- SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first written above.
Approved asto Form:
C
Printed: Jennifer D. Readler
Title: Director of Law
CITY OF DUBLIN, OHIO
Printed: Dana L. McDaniel
Title: Citv Manager
g2o, LLC
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FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement, certifies
hereby that the moneys required to meet the obligations of the City under the foregoing Agreement
during Fiscal Year 2020 have been appropriated lawfully for that purpose, and are in the Treasury of
the City or in the process of collection to the credit of an appropriate fund, free from any previous
encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio
Revised Code.
Dated: 2020
Matthew L. Stiffler
Interim Director of Finance
City of Dublin, Ohio
13111293v2
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