HomeMy WebLinkAboutOrdinance 019-20RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
19-20
Ordinance No. Passed
AN ORDINANCE AUTHORIZING THE PROVISION
OF A CERTAIN INCENTIVE TO QUANTUM HEALTH,
INC. TO INDUCE IT TO LEASE OR PURCHASE A
FACILITY TO RETAIN AND EXPAND ITS
CORPORATE HEADQUARTERS AND ITS
ASSOCIATED OPERATIONS AND WORKFORCE, ALL
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 Council Resolution No. 56-19 adopted on October 21,
2019,, the City desires to encourage commercial office development and create
and preserve jobs and employment opportunities within the City; and
WHEREAS, Quantum Health, Inc. (the "Company recently performed a
comprehensive examination of its workforce needs, and based on the results of
this E.kxamination, and induced by and in reliance on the economic development
incentive provided in the proposed Economic Development Agreement (as
described below), the Company is desirous of leasing or purchasing a facility to
retain and expand its corporate headquarters and its associated operations and
workforce, all within the City; and
WHEREAS, this Council has determined that it is necessary and appropriate and
in the best interests of the City to provide for a certain economic development
incentive to the Company, as described in the proposed Economic Development
Agreelment; and
WHEREAS, this Council has determined to offer the economic development
incentive, the terms of which are set forth in a substantially final form of Economic
Development Agreement presently on file in the office of the Clerk of Council, to
induce the Company to lease or purchase a facility to retain and expand its
corporate headquarters and its associated operations and workforce, all within
the City, which will result in the retention 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;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
State of Ohio, of the elected members concurring, that:
Section 1. The Economic Development Agreement by and between the City and
the Company, in the form presently on file with the Clerk of Council, providing
for, among other things, the provision of a certain economic development
incentive in consideration for the Company's agreement to lease or purchase a
facility for the retention and expansion of its corporate headquarters and its
associated operations and workforce, all within the City, which will result in the
retention of existing and creation of new jobs and employment opportunities, is
hereby approved and authorized with changes therein not inconsistent with this
Ordinance and not substantially adverse to this City and which shall be approved
by thE� City Manager. The City Manager, for and in the name of this City, is hereby
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
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. 19-20 Passed
Page 2 of 2
execration thereof. This Council further authorizes the City Manager, for and in
the name of the City, to execute any amendments to the Economic Development
AgreE:ment, 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 I 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 this ��� day of,42020.
Mayor -Presiding Officer
ATTEST:
Clerk of Council
IcityOffice of the City Manager
of Dublin 5555 Perimeter Drive • Dublin, OH 43017-1090 -Memo
Phone: 614-410-4400 • Fax: 614-410-4490
To: Members of Dublin City Council
From: Dana McDaniel, City Manager
Date: August 3, 2020
Initiated By: Colleen Gilger, CEcD, Director of Economic Development
Rachel Ray, AICP, Economic Development Administrator
Re: Ordinance 19-20 Economic Development Agreement with Quantum Health, Inc.
Update
Since the first reading on July 27, 2020, the Section 1(a) of the Economic Development Agreement
document has been amended to clarify the job creation estimates between the company's prior
Economic Development Agreement with the City (Ord. 31-19) and this proposed agreement,
consistent with the project overview described below. There have been no changes in the company's
withholdings projections, job projections, or in the incentive proposal to the company.
Background
Economic Development staff has been in discussions with Quantum Health, Inc. about the continued
investment and expansion of their corporate headquarters in Dublin.
City Council approved an Economic Development Agreement (EDA) with Quantum Health, Inc. on
June 24, 2019 for the company's relocation of their headquarters to the City of Dublin from the City
of Columbus following a competitive national site selection process. The 2019 EDA resulted in the
commitment to relocate 800 existing jobs and add 350 new jobs by 2025, for a total of 1,150 new
jobs in Dublin.
Following City Council's approval of the 2019 EDA, the company executed a 10 -year lease for the
237,238 -square -foot building located at 5240 Blazer Parkway as the new corporate headquarters.
The company has already begun to phase employees to the Blazer Parkway site, and had
approximately 197 employees working in Dublin as of December 31, 2019.
Since their initial commitment to Dublin, Quantum Health has continued to evaluate their growth
plans. The company recently determined that their planned headcount growth significantly exceeds
their original projections, and additional real estate is necessary to accommodate the additional
growth. For this expansion project, Quantum Health has been conducting their real estate search in
Dublin as well as other locations across the country, including cities in western time zones.
The Economic Development Agreement proposed to Quantum Health is a one-time retention and
expansion grant of $175,000 to assist with acquisition and fit -up costs. In consideration of the
company's investment commitment, the incentive is contingent upon the company purchasing and
occupying a minimum 50,000 -square -foot building within City of Dublin corporation limits by
December 31, 2021, OR executing a minimum 10 -year lease for a similarly -sized facility.
Memo re. Ord. 19-20 — Economic Development Agreement with Quantum Health, Inc.
August 3, 2020
Page 2 of 2
In consideration, Quantum Health agrees to add approximately 300 additional jobs in Dublin by the
end of 2023, for a combined total projection of 1,450 jobs by 2025. The City expects to net
approximately $3,973,190 between 2020-2029 for this phase of the project (for a total of
$15,222,440 for the same period, combined with the original agreement).
The State of Ohio is also proposing economic development incentives to Quantum Health to help
retain and expand its workforce and investment in Ohio.
About Quantum Health
Founded in 1999, Quantum Health is a leading healthcare and benefits consumer navigation and
care coordination company. The company provides programs for self-insured employee health
benefit plans to help patients maintain their health, and provides support and guidance through the
complicated healthcare process. Quantum Health actively serves as a patient advocate and helps
employers control the costs of their health benefit plans. The company provides a simplified
healthcare experience to over 1,000,000 plan participants across the country.
Recommendation
Staff recommends Council passage of Ordinance 19-20 at the second reading/public hearing on
August 10, 2020. Please contact Rachel Ray at 614-410-4630 or rray@dublin.oh.us with any
questions you may have.
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 QUANTUM HEALTH, INC., a
Delaware corporation (the "Company" and together with the City, the Parties"), under the
circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by
Dublin City Council Resolution No. 56-19 adopted on October 21, 2019, 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 earlier comprehensive examination of
workforce needs, and induced by and in reliance on certain economic development incentives
heretofore offered by the City, the City and the Company entered into an Economic Development
Agreement dated June 24, 2019 (the "Original EDA') which generally provided that the City would
provide certain incentives to the Company in consideration for the Company agreeing to lease a
facility to relocate and expand an office and its associated operations and workforce, all within the
City; and
WHEREAS, since the execution of the Original EDA, the Company has undertaken a further
examination of its workforce needs, and induced by and in reliance on the economic development
incentive provided in this Agreement, the Company desires to either lease or purchase a facility to
retain and expand its corporate headquarters and its associated operations and workforce, all within
the City; and
WHEREAS, pursuant to Ordinance No. -20 passed on , 2020 (the
"Ordinance"), the City has determined to offer the economic development incentive described herein
to induce the Company to either lease or purchase a facility for the retention and expansion of its
corporate headquarters and its associated operations and workforce, all within the City, which will
result in the retention of 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 this incentive in order to induce the Company to either lease or purchase a facility to retain
and expand its corporate 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 covenant, agree and obligate themselves as follows:
SPB #0I0-9092-2862vl: 07-05-2020
Section 1. Companv's Agreement to Lease or Purchase a Facilitv to Retain and Expand
its Corporate Headquarters and its Associated Operations and Workforce Within the City.
(a) In consideration for the economic development incentive 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'') which includes at least 50,000 square feet of usable space and which is of sufficient
size to retain and expand its corporate headquarters and the Company's associated operations and
workforce, all within the City, and all consistent with the terms of this Agreement. The Company, as
a part of its Original EDA (Ordinance 31-19), expected to create 1,150 employee positions within the
City. Under this Agreement the Company expects to create an additional 300 positions, for a
combined total of One Thousand Four Hundred Fifty (1,450) new employee positions within the City
by December 31, 2025. The total estimated payroll withholdings for the all employee positions is
estimated to be Seventeen Million Two Hundred Twelve Thousand Four Hundred and 00/100 Dollars
($17,212,400) over aten-year period ending December 31, 2029.
(b) The Company agrees that the City's obligations to remit the payment 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 "Lease Agreement"), provided that the term of such Lease Agreement shall commence
no later than December 31, 2020 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 retention and
expansion of the Company's corporate 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 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), (v) this Agreement will terminate without such failure constituting a
breach by the Company, (vi) the City's obligation to remit the Retention Incentive Payment will be
terminated and (vii) the Company will owe no penalties to the City as a result of such failure.
Section 2. Citv's Agreement to Provide the Incentive.
(a) General. In consideration for the Company's agreement to lease or purchase the
Facility and retain and expand its corporate headquarters and its associated operations and workforce,
and to retain existing and create new jobs and employment opportunities, all within the City, the City
agrees to provide an economic development incentive to the Company in accordance with this
Section.
(b) Retention Incentive.
(i) Retention Incentive Pavment to the Company. The Company agrees to lease
or purchase the Facility and to retain and expand its corporate headquarters and its associated
operations and workforce, all within the City. In consideration of the Company's agreement
to purchase or lease the Facility and to retain and expand that office and retain and create new
jobs and employment opportunities withinthe City, and subjectto the Company's compliance
with the requirements set forth in subsection 2(c), the City agrees to provide to the Company
a retention incentive payment (the Retention Incentive Payment") in the amount of One
Hundred Seventy -Five Thousand and 00/100 Dollars ($175,000.00), payable to the Company
no later than Thirty (30) days following the date on which the City shall have determined that
all of the following conditions shall have been satisfied: (A) the Company shall have executed
either the Lease Agreement or the Purchase Agreement and provided a photocopy of either
that executed Lease Agreement or Purchase Agreement to the City, (B) the City shall have
issued a Certificate of Occupancy for the Facility (which issuance will not be unreasonably
conditioned, delayed or withheld by the City) and (C) the Company shall have occupied the
Facility; provided that in no event shall the Retention Incentive Payment be made by the City
to the Company prior to February 1, 2021.
(ii) Forfeiture of Right to Receive Retention Incentive Payment. The Company
agrees and acknowledges that the Retention Incentive Payment provided for in subsection
2(b)(i) is being made by the City to the Company in consideration for the Company's
agreement to lease or purchase the Facility and retain and expand its corporate headquarters
and its associated operations and workforce, and to retain existing and create new jobs and
employment opportunities, all within the City. The Company further agrees that if the
requirements of subsection 2(b)(i) are not satisfied, the City shall not be obligated to remit the
Retention Incentive Payment to the Company as required by this subsection 2(b).
(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
either tax year 2020 or 2021 (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 the
payment which the City might otherwise be required to pay pursuant to subsection 2(b)(i).
(ii) Not earlier than fifteen (15) days preceding the date on which the City is
required to make the Retention Incentive 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 Retention
Incentive 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 Retention Incentive 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 Retention Incentive
Payment is voided and that such Retention Incentive Payment will not be made, and will
promptly provide written notification to the Company of such determination.
(d) Method of Payment. The payment 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 Payment Not Debt; Payment 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,
any payment or advance 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 a payment pursuant to this
Section 2 shall be subject to an annual appropriation 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 incentive described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentive 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
(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 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 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.
(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
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: Economic Development Director
(ii) the Company at: Quantum Health, Inc.
5240 Blazer Parkway
Dublin, Ohio 43017
Attention: Chief Financial Officer
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
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) December 31, 2021 provided that as of that day the Company shall have theretofore
failed to satisfy the requirements of subsection 1(b)(i),
(ii) December 31, 2021 provided that as of that day the Company shall have
theretofore failed to satisfy the requirements of subsection 1(b)(ii),
(iii) December 31, 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 Retention Incentive Payment 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)
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
QUANTUM HEALTH, INC.
Printed: Scott Doolittle
Title: Chief Financial Officer
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: 12020
Matthew L. Stiffler
Director of Finance
City of Dublin, Ohio