HomeMy WebLinkAboutOrdinance 47-24RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
47-24 Ordinance No. Passed
AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES
TO CSD DUBLIN LLC TO INDUCE IT TO DEVELOP RIVERVIEW
VILLAGE AND ITS ASSOCIATED OPERATIONS AND
WORKFORCE WITHIN THE CITY; AND AUTHORIZING THE
EXECUTION OF AN ECONOMIC DEVELOPMENT AGREEMENT
WHEREAS, consistent with its Economic Development Strategy approved by Dublin City
Council Resolution No. 78-23 adopted on October 23, 2023, the City desires to encourage
commercial office development and create and preserve jobs and employment opportunities
within the City; and
WHEREAS, CSD Dublin LLC (the “Company’) 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
heretofore executed Real Estate Transfer and Development Agreement and the proposed
Economic Development Agreement (as described below), the Company is desirous of
relocating its national headquarters to a new office within the Riverview Village area of the
City and attracting COhatch members to Riverview Village, which will result in the creation
of new jobs and employment opportunities, all within the City, and based on the Company’s
estimates, will allow the Company 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
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
relocate its national headquarters to a new office within the Riverview Village area of the
City and to provide for the future expansion of that national headquarters and its associated
operations and workforce within the City, and attracting COhatch members to Riverview
Village, which will result in the 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,
“"l 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 certain economic development incentives in consideration for the
Company’s agreement to relocate its national headquarters to a new office within the
Riverview Village area of the City and to provide for the future expansion of that national
headquarters and its associated operations and workforce within the City, and attracting
COhatch members to Riverview Village, which will result in the 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 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 Economic Development Director, 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.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
45-24
Ordinance No. Passed ,
AMENDING THE LOCATION AND AMOUNT OF CASH ON
HAND FOR CHANGE FUNDS
WHEREAS, business transactions occur in a variety of locations which require cash on
hand to complete the transaction and minimize the inconvenience to the public, and
WHEREAS, Ordinance 73-21 previously established the authorized locations and
amounts for change funds, and
WHEREAS, it is necessary to modify the amount of the change fund for the Mayor’s
Court to meet their needs for processing payments, and
WHEREAS, due to an increase in reimbursements being processed through payroll,
the petty cash fund in the Finance Division will be reduced, and the change fund in the
Finance Division is no longer needed, and
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, __“[__ of its elected members concurring, that:
Section 1. Change funds for conducting City business will be maintained in the
following locations for the purposes indicated:
Court Services Court fees/costs 200.00
Police General fees 100.00
After hours collection
For Court Services 75.00
Recreation Services Recreation programs 650.00
North Outdoor pool 800.00
South Outdoor pool 800.00
Events Administration Rental Fees 200.00
Section 2. | Temporary change funds needed for special event activities may be
established throughout the year. These change funds will only be maintained during
the event and the monies will be re-deposited upon its conclusion.
Section 3. The Director or designee will be responsible for maintaining and reconciling
the change funds on a daily basis. Receipts collected shall be deposited intact daily
with the Finance Department or the City depository.
Section 4. The change funds are to be used to make change only and not for payment
of petty cash items.
Section 5. There be established a petty cash fund in the amount of $100.00, which
will be maintained by the Finance Department for the purpose of reimbursing
employees for out-of-pocket expenses up to $20.00 per Administrative Order.
Section 6. This ordinance shall take effect and be in force in accordance with
Section 4.04(b) of the Revised Charter.
ia this gt “S of Novtady , 2024.
[A — Presiding Offi om
Clerk of Céuncil ()
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
47-24 Page 2
Ordinance No. Passed
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.
Signed: Vt. Ze
Mayor - Presiding Officer
Attest:
Clerk of Cofincil (|
Passed: Movember l¥ 2024
Effective: Necember IY 2024
To: Members of Dublin City Council
From: Megan O’Callaghan, City Manager
Date: October 29, 2024
Initiated By: Jeremiah Gracia, CEcD, Director of Economic Development
Luke Fleming, Economic Development Administrator
Re: Ordinance 47-24 Economic Development Agreement with COhatch
Background
On October 10, 2023, the City entered into a Real Estate Transfer and Development Agreement
(“Agreement”) with COhatch for its Riverview Village project. The Agreement includes provisions
for the City to provide income tax incentives and development grant payments based on the
private investment commitments made by COhatch and public infrastructure commitments by the
City to develop and construct COhatch’s Riverview Village project. This Economic Development
Agreement (EDA) solidifies the income tax performance incentives available to COhatch, and its
future members, that will result in job creation, expansion and investment in the City of Dublin.
The EDA provides for a twenty (20%) percent performance income tax incentive for the years
2027 through 2033 based on net payroll withholdings received by the City. While there are no
minimum targets for withholdings there are annual cap payments for each year. The annual cap
payments are as follows:
2027: $206,000
2028: $218,000
2029: $231,000
2030: $243,000
2031: $257,000
2032: $272,000
2033: $287,000
There are also separate annual grant payments to COhatch based on their private investment
activities of up to $195,000/year for ten years. The annual amount of the economic development
grant is based on an interest rate of 6.75% for its project loan. The annual amount of the grant
will be reduced by $11,100 for every 0.25% reduction in the loan interest rate. COhatch will
provide evidence of its current loan interest rate each year prior to receiving its annual grant
payment.
All incentive payments are designed to encourage COhatch’s private investments, create new jobs
and employment opportunities, and create a first-of-a-kind coworking and entrepreneurial village.
COhatch must also maintain operations of its headquarters at Riverview Village for at least ten (10)
years from which the first grant payment is paid. Failure to do so requires repayment of all
incentive payments paid by the City.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 Memo
October 29, 2024
Page 2 of 2
This EDA represents a significant step towards enhancing Dublin's economic development
successes and the creation of a new business hub in Historic Dublin. The collaboration between
the City and COhatch will foster job creation and contribute to the City's long-term growth and
prosperity.
Recommendation
Staff recommends Council passage of Ordinance 47-24 on November 18, 2024.
1097032757\4\AMERICAS
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this
_____ day of __________, 2024 (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 CSD DUBLIN LLC, an Ohio
limited liability company (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 approved by Dublin City
Council Resolution No. 78-23 adopted on October 23, 2023, the City desires to encourage
commercial office development and create and preserve jobs and employment opportunities within
the City; and
WHEREAS, the Company owns and operates a coworking office and meeting space which is
located at 25 North Street in Historic Dublin (the “Existing Office”); 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 and the Development Agreement (defined below), the Company desires to
establish, and eventually expand, its national headquarters (the “Headquarters”) within the City; and
WHEREAS, the Headquarters will initially be established in the Existing Office; and
WHEREAS, to facilitate the eventual expansion of the Headquarters, the City and the
Company have entered into a Real Estate Transfer and Development Agreement dated October 10,
2023 (the “Development Agreement”) which, among other terms, provides that the City will,
pursuant to a real estate conveyance agreement (the “Real Estate Conveyance Agreement”), convey
certain real property (the “City Real Property”) to the Company which will be developed into
“Riverview Village” to accommodate the expansion of the Headquarters and creation of other uses;
and
WHEREAS, pursuant to Ordinance No. ___-24 passed on __________, 2024 (the
“Ordinance”), the City has determined to offer the economic development incentives described
herein to induce the Company to establish and expand the Company’s Headquarters within the City,
together with its associated operations and workforce, and to promote the location of COhatch
Members (as defined below) to Riverview Village, which will result in the 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 establish and expand the Company’s
Headquarters within the City and its associated operations and workforce and to promote the location
of COhatch Members at or in proximity to the Headquarters;
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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. Company’s Agreement to Establish and Expand the Company’s Headquarters
within the City and its Associated Operations and Workforce and to promote the location of COhatch
Members at or in proximity to the Headquarters.
(a) In consideration for the economic development incentives to be provided by the City
in and consistent with the Development Agreement and this Agreement, the Company agrees that it
will, promptly following the (i) execution of this Agreement, establish the Headquarters at the
Existing Office and (ii) conveyance by the City of the City Real Property to the Company, expand
the Company’s Headquarters to Riverview Village, together with its associated operations and
workforce and to promote the location of COhatch Members at or in proximity to the Headquarters.
In connection with the establishment and expansion of the Headquarters and the location of COhatch
Members at or in proximity to the Headquarters, the Company expects to retain and/or create or cause
to be retained and/or created Five Hundred Ten (510) Employee (as defined below) positions within
the City by December 31, 2033. The total estimated payroll withholdings for those new Employee
positions is estimated to be approximately Eight Million Five Hundred Thousand Dollars
($8,500,000) for the period from January 1, 2027 through December 31, 2033.
(b) The Company agrees that the City’s obligations to remit the payments pursuant to
Section 2 of this Agreement shall be contingent upon: (i) the City conveying the City Real Property
to the Company, provided that said conveyance will have been completed no later than July 1, 2025,
(ii) the City issuing to the Company (which issuance will not be unreasonably conditioned, delayed
or withheld) a certificate of occupancy (the "Certificate of Occupancy") for the expanded
Headquarters (within Riverview Village) and (iii) 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 consummate the conveyance of the City Real Property, receive
the Certificate of Occupancy or occupy the expanded Headquarters (within Riverview Village), each
within the respective periods set forth in Sections 3(s)(i) and 3(s)(ii), (iv) this Agreement will
terminate without such failure constituting a breach by the Company, (v) the City’s obligation to remit
any Capital Expenditure Grant Payment or any Annual Incentive Payment will be terminated and (vi)
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 establish and expand the
Headquarters within the City, together with its associated operations and workforce, to promote the
location of COhatch Members at or in proximity to the Headquarters and to 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.
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(b) Capital Expenditure Grants.
(i) General. The Company agrees to acquire title to the City Real Property for
the purpose of developing Riverview Village which will also accommodate the planned
expansion of the Headquarters and attraction of COhatch Members. To facilitate that
planned expansion and the development of Riverview Village, the Company will make a
significant capital investment (expected to be at least $8 million). In consideration for the
Company’s agreement to acquire the City Real Property and develop Riverview Village and
subject to the Company’s compliance with the requirements set forth in Sections 1(b) and
compliance by the Company with the requirements Section 2(d), the City agrees to provide to
the Company a series of capital expenditure grant payments (the “Capital Expenditure Grant
Payments”) as described in this Section 2(b).
(ii) Base Amounts Related to the Capital Expenditure Grant Payments. For
purpose of calculating the amount of each annual Capital Expenditure Grant Payment, the
Parties agree that the assumed interest rate applicable to the Credit Facility (described below)
shall be 6.75% per annum and the maximum amount of any annual Capital Expenditure Grant
Payment shall be $195,000.
(iii) Company’s Credit Facility. Promptly following the conveyance by the City
of the City Real Property to the Company, the Company will finalize the terms of its loan (the
“Credit Facility”) which will be used by the Company for the purpose of paying the costs of
the improving Riverview Village to accommodate the expansion of the Headquarters and
other planned uses. Once that Credit Facility is finalized by the Company, the Company shall
provide written notice to the City regarding the interest rate applicable to the credit facility
(the “Applicable Rate”). To the extent that the Applicable Rate is adjusted during the period
over which the City is obligated to remit Capital Expenditure Grant Payments to the
Company, the Company shall promptly notify the City in writing of any such adjustments.
(iv) Determination and Payment of Annual Capital Expenditure Grant Payments.
No later than December 31, 2024 and on March 15th in each of the years 2025 through 2033
(inclusive), the City shall determine the then most recent Applicable Rate provided by the
Company to the City. If the then Applicable Rate equals or exceeds 6.75% per annum, the
Capital Expenditure Grant for that calendar year shall be $195,000. For each 25 basis points
(i.e., 0.25%) by which the then Applicable Rate is reduced below 6.75%, the Capital
Expenditure Grant Payment for that calendar year shall be reduced by $11,100. For example,
if the Applicable Rate is (A) 6.51%, the Capital Expenditure Grant will be $195,000, (B)
6.49%, the Capital Expenditure Grant will be $183,900 and (C) 6.25%, the Capital
Expenditure Grant will be $172,800. However, the Capital Expenditure Grant Payment shall
not be increased for any increase if the Applicable Rate is greater than 6.75% per annum. The
City agrees that the Capital Expenditure Grant Payments will be made to the Company no
later than December 31, 2024 and April 15th of each of the years 2025 through 2033
(inclusive).
(v) Forfeiture of Right to Receive Capital Expenditure Grant Payments. The
Company agrees and acknowledges that the Capital Expenditure Grant Payments provided
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for in this Section 2(b) are being made by the City to the Company in consideration for the
Company’s agreement to acquire the City Real Property, develop Riverview Village, expand
the Headquarters and promote the location of COhatch Members at or in proximity to the
Headquarters. The Company further agrees that if the requirements of Section 1(b) are not
initially satisfied and for so long as the requirements of Section 2(d) are not satisfied by the
Company, the City shall not be obligated to remit any Capital Expenditure Grant Payments to
the Company as required by this Section 2(b).
(vi) Repayment of Capital Expenditure Grant Payments. The Company agrees
that if the City reasonably determines, at any time from the date on which the first Capital
Expenditure Grant Payment is remitted to the Company through and including the tenth (10th)
anniversary thereafter, that the Company has ceased operations of the Headquarters at
Riverview Village, the City will within thirty (30) days of that determination provide written
notice to that effect to the Company, and the Company will no later than ninety (90) days after
provision of that notice remit to the City a payment equal to the aggregate amount of all
Capital Expenditure Grant Payments theretofore remitted by the City to the Company.
(c) Workforce Creation Incentive.
(i) Calculation of Net Payroll Withholdings. On or before March 15 of each of
the years 2028 through 2034, the City shall calculate the Net Payroll Withholdings (as defined
below). For purposes of that calculation, the Company acknowledges and agrees that for each
calculation, the total amount of actual payroll withholding taxes shall be determined based
solely upon the amount of payroll withholding tax payments actually received by the City
from the Company, an Affiliated Entity or a COhatch Member during the then preceding
calendar year. For purposes of this Section 2:
(A) “COhatch Member” shall mean any individual, partnership,
corporation, limited liability company, association, joint stock company, trust, joint
venture, unincorporated organization or any other entity who enters into a membership
agreement with the Company and selects the Headquarters located in the City as its
principal or “home” location. The Company agrees that as part of the process of
“locating” a COhatch Member at the Headquarters, the Company will require that the
COhatch Member complete and submit to the City’s Division of Taxation a copy of
the then current Business Registration Form (a copy of the current Form is attached
hereto as EXHIBIT A). The Company also agrees that monthly it will provide an
updated copy of EXHIBIT B to the City which will include all of the COhatch
Members. The Parties acknowledge that completion and submission of such Form
and the monthly reporting will facilitate the City’s ability to track the various COhatch
Members’ Net Payroll Withholdings.
The Parties agree that the payroll withholdings taxes of any Employee(s)
employed by COhatch Member which is not included on EXHIBIT B shall not be
included in the computations described in this Section 2 until such time as the
Company shall have submitted a written request to the City which identifies the
COhatch Member and that COhatch Member’s Federal Employer Identification
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Number, and such request shall have been approved in writing by the City, which
approval shall not be unreasonably conditioned, delayed or withheld; provided,
however, the payroll withholdings taxes of any Employee(s) employed by a COhatch
Member shall not be included in the computations described in this Section 2 in
respect of any particular calendar year if those payroll withholdings taxes are for that
particular calendar year included in the computations for a separate City municipal
income tax-based incentive payment.
(B) “Affiliated Entity” or “Affiliated Entities” shall mean any entity listed
on EXHIBIT C or any entity controlled by or under common control with the Company
and, “controlled by” or “under common control with” will refer to the possession,
directly or indirectly, of the legal power to direct or cause the direction of the
management and policies of an entity, whether through the exercise of, or the ability
to exercise, voting power or by contract. The Parties agree that the payroll
withholdings taxes of any Employee(s) employed by an Affiliated Entity which is not
included on EXHIBIT C shall not be included in the computations described in this
Section 2 until such time as the Company shall have submitted a written request to the
City which identifies the Affiliated Entity and that Affiliated Entity’s Federal
Employer Identification Number, and such request shall have been approved in
writing by the City, which approval shall not be unreasonably conditioned, delayed or
withheld; provided, however, the payroll withholdings taxes of any Employee(s)
employed by an Affiliated Entity shall not be included in the computations described
in this Section 2 in respect of any particular calendar year if those payroll withholdings
taxes are for that particular calendar year included in the computations for a separate
City municipal income tax-based incentive payment. Promptly following the City’s
approval of such additional Affiliated Entity, the Parties agree that EXHIBIT C will be
updated to reflect that additional Affiliated Entity.
(C) “Employees” shall include only those individuals employed by the (A)
Company, (B) an Affiliated Entity or (C) a COhatch Member, and in each case, are
subject to withholding for the City’s municipal income tax.
(D) “Net Payroll Withholdings” shall mean the result of (A) the actual
payroll withholding taxes received by the City during the then preceding calendar year
from all Employees minus (B) the municipal income tax refunds paid by the City to
Employees during the then preceding calendar year in respect of income earned as an
Employee.
All obligations of the Company under this Section 2(c) may be satisfied by any
combination of the Company, any Affiliated Entity and any COhatch Member; provided,
however, Net Payroll Withholdings in any calendar year shall not include any Employee if
such Employee was employed in the City by an Affiliated Entity or a COhatch Member
immediately preceding the occurrence of the event resulting in the recognition of such entity
as an Affiliated Entity or a COhatch Member.
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For purposes of monitoring the Company’s performance under this Agreement, the
Company consents to and agrees that the City’s Division of Taxation may share with the
City’s Department of Economic Development information relating to Employees and Net
Payroll Withholdings which is determined pursuant to this Section 2(c)(i).
(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 33-1514767 . 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 Section 2(d), 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 Section 2(f)), an amount equal to the product of (A) the Net Payroll Withholdings
for that preceding calendar year multiplied by (B) twenty percent (20%) (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 Section 2(c) to remit an Annual Incentive Payment
to the Company in excess of the Annual Cap (as defined in Section 2(c)(v)) in any calendar
year, and (2) the aggregate amount of all Annual Incentive Payments remitted pursuant to this
Section 2(c) by the City to the Company shall not exceed One Million Seven Hundred
Fourteen Thousand and 00/100 Dollars ($1,714,000.00).
(v) Annual Cap. The Annual Cap for each of the calendar years 2027 through
2033 shall be as follows:
Calendar Year Annual Cap
2027 $206,000
2028 218,000
2029 231,000
2030 243,000
2031 257,000
2032 272,000
2033 287,000
(vi) Forfeiture of Right to Receive Annual Incentive Payments. The Company
acknowledges and agrees that the Annual Incentive Payments provided for in Section 2(c) are
being made by the City to the Company in consideration for the Company’s agreement to
establish the Headquarters and expand it into Riverview Village, together with its associated
operations and workforce, to attract COhatch Members to Riverview Village, and to create
new jobs and employment opportunities, all within the City.
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(vii) Repayment of Annual Incentive Payments. The Company agrees that if the
City reasonably determines, at any time from the date on which the first Capital Expenditure
Grant Payment is remitted to the Company through and including the tenth (10th) anniversary
thereafter, that the Company has ceased operations of the Headquarters at Riverview Village,
the City will within thirty (30) days of that determination provide written notice to that effect
to the Company, and the Company will no later than ninety (90) days after provision of that
notice remit to the City a payment equal to the aggregate amount of all Annual Incentive
Payments theretofore remitted by the City to the Company.
(d) Filing of Municipal Income Tax Returns and Remission of Related Taxes.
(i) Filings and Payment.
(A) Direct Filings and Payments. The Company agrees for itself and, to
the extent that Net Payroll Withholdings for any Affiliated Entity or any COhatch
Member are to be included in this Section 2(c), on behalf of each Affiliated Entity and
each COhatch Member, that each shall timely (1) file all municipal income tax returns
directly with the City and (2) remit all municipal income tax payments directly to the
City, each as required by the Dublin City Code. Notwithstanding the prohibitions in
Sections 2(d)(i)(B) and (C) below, the Company, or any Affiliated Entity or COhatch
Member, may utilize the services of an accounting firm to provide for such filings
and/or payments, provided that any such filing and/or payment is not combined with
a filing and/or payment relating to any other taxpayer.
(B) Ohio Business Gateway. While Ohio law currently permits the
Company, and each Affiliated Entity and COhatch Member, 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 2027 through 2033 (inclusive), the Company, or any Affiliated Entity or
COhatch Member, either (1) files a related municipal income tax return or (2) remits
a related municipal income tax payment, in either case directly with the Ohio Business
Gateway instead of the City, then notwithstanding Section 2(d)(ii), the Net Payroll
Withholdings of Employees of such Company, Affiliated Entity or COhatch Member
shall be excluded from the computations in Section 2(c) for purposes of determining
the amount of an Annual Incentive Payment.
(C) Professional Employer Organizations. The Company further
acknowledges that if in respect of any of the tax years 2027 through 2033 (inclusive),
the Company, any Affiliated Entity or COhatch Member, engages a professional
employer organization to provide for the (1) filing of such entity’s municipal income
tax return or (2) remission of such entity’s municipal income tax payment, the Net
Payroll Withholdings of Employees of such Company, Affiliated Entity or COhatch
Member shall be excluded from the computations in Section 2(c) for purposes of
determining the amount of an Annual Incentive Payment.
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(ii) Compliance with Dublin City Code.
(A) Not earlier than fifteen (15) days preceding the date on which the City
is required to make a Capital Expenditure Grant Payment or Annual 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 such Capital Expenditure
Grant Payment and Annual 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 such Capital
Expenditure Grant Payment or Annual 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 Capital Expenditure Grant Payment or Annual Incentive Payment is voided
and that such required Capital Expenditure Grant Payment or Annual Incentive
Payment will not be made, and will promptly provide written notification to the
Company of such determination.
(B) Not earlier than fifteen (15) days preceding the date on which the City
is required to make a Capital Expenditure Grant Payment or Annual Incentive
Payment to the Company, the City shall determine whether each Affiliated Entity and
each COhatch Member 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 any such entity is not in full compliance, the City will promptly
provide written notification of such determination to the Company and such notice
shall inform the Company that the Net Payroll Withholdings of Employees of such
entity will not be included within the computations in Section 2(c) for purposes of
determining the amount of an Annual Incentive Payment. If within sixty (60) days
following the date of the City’s written notification the City receives a payment from
such entity which the City reasonably determines will cause that entity 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 notify the Company that the Net Payroll Withholdings
of Employees of such entity will be included within the computations in Section 2(c)
for purposes of determining the amount of an Annual Incentive Payment.
(e) 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.
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(f) 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,
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
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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. The Development Agreement and this Agreement constitute the
entire Agreement between the Parties on the subject matter hereof and supersede all prior
negotiations, agreements and understandings, both written and oral, between the Parties with respect
to such subject matter. The Parties agree that to the extent there is a contradiction in terms between
the Development Agreement and this Agreement, the terms of this Agreement shall prevail and be
binding against the Parties. 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.
(j) 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.
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(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.
(l) 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: CSD Dublin LLC
25 North Street
Dublin, Ohio 43017
Attention: Matt Davis
with a copy to: Brian Kooperman, Esq.
Kooperman Mentel Crossley Yaross, Ltd.
250 E. Town Street – Suite 200
Columbus, Ohio 43215
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
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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 a tax 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 court to be invalid or unenforceable, that determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be
construed and enforced as if the invalid or unenforceable portion were not contained herein. That
invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each
such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
(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) July 1, 2025 provided that as of that date the Company shall have theretofore
failed to satisfy the requirements of Section 1(b)(i) (i.e., accept conveyance of the City Real
Property),
(ii) December 31, 2027 provided that as of that date the Company shall have
theretofore failed to satisfy the requirements of Section 1(b)(ii) (i.e., receive the Certificate of
Occupancy for the Headquarters located within Riverview Village), or
(iii) the date on which the final Capital Expenditure Grant Payment or Annual
Incentive Payment which the City is obligated to pay hereunder is received by the Company.
In the event that the Company fails to satisfy the condition in either clause (i) or (ii) of this
Section 3(s), the City agrees that it will not treat such failure as an Event of Default for so long as the
City determines that the Company is proceeding in good faith and making material progress towards
satisfaction of such condition.
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(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.
CITY OF DUBLIN, OHIO
By:
Printed: Megan D. O’Callaghan
Title: City Manager
Approved as to Form:
By:
Printed:
Title: Assistant Director of Law
CSD DUBLIN LLC
By:
Printed:
Title:
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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 2024 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: ____________, 2024
Matthew L. Stiffler
Director of Finance
City of Dublin, Ohio
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EXHIBIT A
CITY BUSINESS REGISTRATION FORM
1097032757\4\AMERICAS
EXHIBIT B
LIST OF COHATCH MEMBERS
Name of COhatch Member Federal EIN
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EXHIBIT C
LIST OF AFFILIATED ENTITIES
Name of Affiliated Entity Federal EIN
COhatch LLC 47-5595280
Community Space Development LLC (CSD) 82-3901015
CSD Dublin RG LLC 93-4067646
CSD RG Holdings LLC 93-4701961
Activate Construction LLC 86-2001674
COhatch Regional Development Ventures LLC 84-2007914
Mesh Fitness Dublin LLC 81-5446071
To: Members of Dublin City Council
From: Megan D. O’Callaghan, City Manager
Date: September 5, 2023
Initiated By: Jennifer M. Rauch, AICP, Director of Planning
Kendel L. Blake, Management Analyst
Re: Ordinance 33-23 Real Estate Transfer and Development Agreement for the
Development of Riverview Village with CSD Dublin LLC (Community Space
Development, LLC, DBA “COhatch”)
Update
As part of the introduction of this Ordinance, City Council raised a question regarding the current
and future zoning of the three city-owned parcels that are currently part of the auction process that
was authorized by City Council on July 31, 2023. These three parcels are currently zoned Historic
Residential (HR), which permits single-family and residentially compatible uses. The future owners
of these parcels would have the option to pursue a rezoning application to another compatible district
as part of the City’s development application process. A rezoning to the Historic Core (HC) District
would be an available option for a rezoning request. The HC District permits more commercial uses
and does not permit single-family. The topic of rezoning for Riverview Village was supported by the
Architectural Review Board when the more expanded proposal that included all the city-owned N.
Riverview Street parcels was reviewed in February 2023. Any zoning request would be weighed
against the character and uses of the surrounding parcels and the Community Plan and Future Land
Use recommendations, which for these parcels is identified as Mixed Use Village Center.
Background
Founded in 2016, CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”) offers a
mix of private offices, coworking, meeting and event spaces, and food and beverage concepts. In
seven years, the company has grown from a vision to a thriving integrated co-working company with
locations in six states. While not all of their locations are located on historic properties, COhatch
specializes in restoring historic buildings in town centers to bring new life and energy into the
community. The company’s mission includes giving back to communities and often supports local
charities and entrepreneurs through scholarships.
COhatch first approached Dublin’s Economic Development team in 2016 with a concept to explore
in the Dublin community. At the time, COhatch had no existing locations and was still working
through its business plan and gathering funding. The company and staff continued conversations
regarding a Dublin COhatch location, which resulted in an Economic Development Agreement (EDA)
signed in April 2019, Ordinance 22-19. The EDA is a five-year, $700,000 (total) incentive agreement,
split evenly by each year (2019-2023). Additionally, COhatch has a set of annual milestones they
must successfully complete in order to receive their payment. 2023 is the final year for the current
EDA.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 Memo
Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of
Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”)
September 5, 2023
Page 2 of 6
In 2017, COhatch had four active locations (two in Worthington, one in Delaware and one in Polaris
Fashion Place) and two locations under construction in Upper Arlington and Springfield. Since that
time, it has expanded to 40 locations (open or under construction) across six states. They have
publicly stated a goal of over 500 locations nationally. The company has become an active partner
in the communities of each of its locations by providing scholarships for nonprofits, opportunities for
business start-ups and hosting community-based events.
Ordinance 54-20 was approved by City Council on January 4, 2021, and authorized the acquisition
of seven residential lots and one parcel on N. Riverview Street, totaling approximately 2.78 acres for
a purchase price of $1.95 million. The City took possession of the parcels on October 21, 2021, and
shortly thereafter City Council had the opportunity to tour the premises in late November through
early December. Staff provided an update at the January 10, 2022 City Council Meeting, and Council
reaffirmed the proposed Request for Proposal (RFP) process and the role of the proposed Advisory
Committee.
The Advisory Committee met several times between February through April to visit the properties
and review the project background documents including the 2017 Historical and Cultural Assessment,
property condition assessments, zoning requirements, Riverside Crossing Park Master Plan, and the
Architectural Review Board (ARB) process. On April 18, 2022, the Advisory Committee reviewed and
recommended to City Council a draft RFP for approval to publicly advertise.
The RFP was publicly advertised on the City’s website on April 28, 2022. Staff also used social media,
including Facebook, Twitter, and LinkedIn, to notify the public about the RFP and generate interest.
After the nine-week advertising period, two responses were received, and they were from Corinthian
Fine Homes and COhatch. On August 1, 2022, the Advisory Committee met to discuss and evaluate
the proposals. On September 14, 2022, the Advisory Committee interviewed COhatch to gain greater
understanding of their proposal. After discussion and analysis of both proposals, the Committee
determined that the COhatch concept best addressed the preservation, pedestrian activity, historic
character, and public experience goals. It was noted that further evaluation was needed, including
the use of designated riverfront parkland, density, and the uncertainty of the use for the
southernmost homes. On September 26, 2022, Council approved the recommendations of the
Advisory Committee to select COhatch’s proposal for further consideration and to direct staff to
evaluate and negotiate the proposal through the development process.
On February 22, 2023, COhatch presented an Informal Request to the Architectural Review Board
(ARB) based on the accepted RFP. All eight properties were included at that time, and the Board
provided feedback on the potential to rezone the area to Historic Core, density, and overall concept.
The Board was favorable toward rezoning and supported the lesser density. The Board also
supported the addition of an office building on the east side of N. Riverview Street as well as the
potential demolition of outbuildings along N. Blacksmith Lane and the house at 53 N. Riverview
Street noting that there is demolition criteria that must be met (reference attached ARB documents).
Through further discussions with COhatch and consistent with their proposal indicating an option for
others to own the southern block of properties, on July 31, 2023, Ordinance 24-23 authorized the
City Manager to dispose of three properties (parcel nos. 273-000068, 273-000107, 273-000032 in
the City of Dublin, County of Franklin and State of Ohio). The public auction is currently open and
will end on September 18, 2023. Staff has also continued to evaluate and negotiate their proposal
Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of
Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”)
September 5, 2023
Page 3 of 6
with a focus on economic development. Through these negotiations, the initial development concept
has evolved to a first-of-a-kind coworking and entrepreneurship village to include COhatch’s national
headquarters.
Development Agreement
COhatch (“Developer”) is looking to expand its footprint and establish its national headquarters (HQ)
in Downtown Dublin. Ordinance 33-23 authorizes the execution of the proposed Development
Agreement (“Agreement”) with COhatch for the development of the Riverview Village concept. The
parcels that are the subject of the proposed agreement are as depicted on Exhibit A.
Riverview Village is proposed to be COhatch’s new HQ and a one-of-a-kind coworking and
entrepreneurship community. The development will be visible from The Dublin Link pedestrian and
bicycle bridge, Bridge Park, Riverside Crossing Park, North High Street and E. Bridge Street. This
walkable district will attract interest with its history and architecture, beautiful views, unique food
and beverage options, educational business experiences and innovative community atmosphere. The
area will provide a unique opportunity for Dublin to enhance its historic district, restoring and
revitalizing this North Riverview neighborhood.
The properties located at Riverview Village will encompass start-ups, small businesses, freelancers,
nonprofits and hybrid companies representing all innovative aspects of the future of remote and
hybrid work. The proposed COhatch HQ and Riverview Village development aligns with Dublin’s
Economic Development strategies. This project is in furtherance of creating distinctive development
nodes and builds on the momentum of the Bridge Street District. The expanded opportunity for start-
up businesses would continue to add an innovative flavor to the Historic District that is also being
encouraged in the Metro Office District, West Innovation District and the Bridge Street District. Start-
up pitch competitions held at this facility would allow investors to connect with small businesses that
are in need of growth capital. The additional employees and events held at this location within the
Historic District would also create more support to the existing businesses in the immediate area and
be a draw for activity on the west side of the Scioto River.
Developer Commitments
Pursuant to the terms of the proposed Agreement, COhatch will design Riverview Village, and use
best efforts to achieve all necessary approvals of the Final Development Plan from the City’s
Architectural Review Board, Planning and Zoning Commission and City Council by December 31,
2024. COhatch agrees that it will construct the Private Improvements at its sole cost and expense.
The total estimated cost of private investment for restoration and new build construction is at least
$8,000,000. The Developer shall commence construction of the Private Improvements no later than
sixty (60) days after the Closing Date, and will use best efforts to substantially complete construction
of Private Improvements no later than December 31, 2026. COhatch agrees that it will, from the
date of this Agreement perform on behalf of the City all required maintenance and upkeep on the
property as necessary to comply with the City’s Codified Ordinance and to a reasonable standard
based on the properties’ current state.
COhatch agrees that within ninety (90) days of the execution of the Agreement, it will establish its
HQ at the Existing Office with the expectation that the HQ will be expanded into Riverview Village.
The Developer represents that the minimum annual payroll associated with individuals employed by
Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of
Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”)
September 5, 2023
Page 4 of 6
either CSD Dublin LLC or its affiliates employed at the HQ will be $8 million. The project expects to
create 571 jobs within the City.
COhatch agrees to provide public access to certain patios and outdoor spaces located on the East
Development Parcels, as designated in the Final Development Plan. COhatch will award on behalf of
the City 40 scholarships per year and $57,000 in COhatch credit for coworking memberships or other
meeting/event space per year. COhatch will list the City as a sponsor/partner on all marketing
materials affiliated with Riverview Village and include the City’s Economic Development team in on-
boarding sessions with all new members. COhatch will provide information to the City pertaining to
member agreements including City tax account forms and W-9 forms as well as quarterly reporting
pertaining to events and special programming at Riverview Village. Additional commitments and
benefits regarding Riverview Village are set forth in Section 12 of the proposed Agreement.
City Commitments
In return, the City agrees to transfer its interest in the West Parcels and those portions of its interest
in the East Parcels which are required for the development of Riverview Village (as reasonably
determined by the City, the “East Development Property”) as-is. Upon approval of the Final
Development Plan, the City will split the East Parcels in order to create one or more separate tax
parcels constituting the East Development Property as are necessary to accommodate the
construction of the improvements identified in the Final Development Plan. The real property
ultimately conveyed to the Developer is referred to as the “Property”. The income tax incentive
proposed is a seven-year payroll performance withholding incentive of up to $1,714,000 as a result
of an 20% Incentive Factor for COhatch employees and members. The City will also provide an
annual Economic Development Grant of up to $195,000 for ten years, depending on the developer’s
final financing terms. The annual amount of the grant is based on an interest rate of 6.75% for the
loans, and will be reduced by $11,000 for every 0.25% reduction in the Loan interest rate (e.g. if
the Loan interest rate is 6.00%, the annual grant will be $161,700).
The City will design and construct the necessary Public Improvements. Simultaneously with the
development and approval of the Final Development Plan, the City will undertake, with input from
COhatch, a review to determine those public improvements in and around the Property, including North
Riverview Street, North Street, Blacksmith Lane and Wing Hill Lane, together with street lighting,
underground utilities and to the extent feasible, on street parking, which are necessary to facilitate
development of and access to Riverview Village (collectively, the “Public Improvements”). The City will
have sole authority to determine the work and will use best efforts to coordinate the timing of various
elements of the Public Improvements with the construction of the Private Improvements. These public
infrastructure improvements are needed with or without this development and are considered
maintenance improvements. With the land use and associated infrastructure needs for this area
identified, now is the appropriate time to upgrade the infrastructure to Historic District standards.
Closing
The obligation of the City to transfer the Property, and the obligations of the Developer to develop
the Private Improvements, are contingent upon the satisfaction of all of the contingencies specified
in the Agreement. Either the City or the Developer may terminate the Agreement at any time prior
to Closing if the Contingencies have not been satisfied or waived by June 30, 2025.
Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of
Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”)
September 5, 2023
Page 5 of 6
The City and the Developer have agreed upon a Purchase Option in favor of the City for the
Property. Should COhatch fail to complete the Private Improvements prior to December 31, 2027
or cease operations at Riverview Village, the City has the option to purchase all or a portion of the
Property. The Purchase Option price would be the necessary amount to repay any Loans secured
by COhatch. If the Private Improvements are completed but COhatch ceases operations at
Riverview Village, the option price would be equal to the greater of the amount necessary to repay
any loans and the fair market appraised value, less $2,000,000 plus any grants previously paid.
The Purchase Option terminates with respect to the West Parcels thirty (30) years after the
completion of the Private Improvements. The Purchase Option remains effective for the East
Development Parcels for the maximum period permitted by law.
Financial
The financial benefits to the City include income tax revenues which are estimated to be $8.6 million
through 2033 and Tax Increment Financing service payment revenue estimated to be $10.0 million
over 30 years.
Staff is requesting funds for the Public Improvements as part of the 2024-2028 Capital Improvements
Program (CIP) update. The transportation and public utility infrastructure improvements in and around
the Property, including North Riverview Street, North Street, Blacksmith Lane and Wing Hill Lane are
anticipated to include street lighting, underground utilities and to the extent feasible, on street parking,
which are necessary to facilitate the development of and access to Riverview Village. The improvements
will also provide for a 30-inch diameter parallel trunk sewer installation along North Riverview Street.
The need for this project was identified in the Deer Run Sanitary Sewer Modeling Report from 2012
and the Sanitary Sewer Modeling Update in 2019. Providing this improvement will increase system
capacity and reduce the occurrences of sanitary system overflow and water in basement events in
the Deer Run sanitary system. This will also help to fulfill the obligation of the Director's Final Findings
and Orders from the Ohio EPA. Staff is currently proposing funding for detailed design of the Public
Improvements in 2024 at $1,190,000, while construction is planned for 2025 at $7,060,000. Should
Council approve this Ordinance, staff will continue to review the improvements and refine the scope
of work and estimates.
Since 2008, the City has sponsored the Dublin Entrepreneurial Center (“DEC”) with financial
contributions totaling $4,924,419. Since the last contract renewal in 2019, the City’s sponsorship
contribution decreased annually, allowing Dart Points (formerly Metro Data Center), a five-year
window to increase self-sustainability through other means. The decreased funding model of the
DEC was intended to free up additional funds to increase innovation programming City-wide over a
five-year period without increasing the annual budget. The City’s sponsorship of the DEC is
approximately $250,000 for 2023. Staff continues to evolve the DEC model as trends change,
research other types of partnerships and explore innovative small business support options that
could compliment the DEC and the Dublin community, like membership-driven collaboration
spaces, and smart and innovation centers for research and development. Given that the lease
agreement between Dart Points and the City is set to expire at the end of 2023, staff believes this
is an appropriate time to consider continuing to free up additional funds to potentially offset the
City’s commitments without a budget increase.
Additionally, Riverview Village is a potential site for an innovation center that could be created as
part of the City’s Fiber to the Home initiative. The agreement with altafiber includes a $250,000
allocation to potentially be used for an innovation center. Staff believes Riverview Village would be
Memo re. Ordinance 33-23 Real Estate Transfer and Development Agreement for the Development of
Riverview Village with CSD Dublin LLC (Community Space Development, LLC, DBA “COhatch”)
September 5, 2023
Page 6 of 6
the ideal spot for an innovation center because of the high volume of foot traffic in the area, its
visibility and its proximity to The Dublin Link.
Recommendation
Staff recommends City Council approve Ordinance 33-23 at the second reading/public hearing on
September 11, 2023.
REAL ESTATE TRANSFER AND DEVELOPMENT AGREEMENT
(Riverview Village)
This REAL ESTATE TRANSFER AND DEVELOPMENT AGREEMENT (the “Agreement”) is made
and entered into this ____ day of __________, 2023, 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 CSD DUBLIN LLC (which is wholly
owned by Community Space Development LLC d/b/a COhatch), an Ohio limited liability company
(“COhatch” or the “Developer” and together with the City, the “Parties”), under the circumstances
summarized in the following recitals.
RECITALS:
WHEREAS, Developer or its affiliate owns and operates a coworking office and meeting space
which is located at 25 North Street in Historic Dublin (the “Existing Office”).
WHEREAS, based on the results of COhatch’s recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, COhatch desires to establish its national headquarters (the “Headquarters”)
within the City.
WHEREAS, initially, COhatch will create the Headquarters within its Existing Office, but to
accommodate the planned growth of the Headquarters, COhatch will need additional office space in
proximity to the Existing Office.
WHEREAS, the City holds fee simple title to the following parcels of real property which are
adjacent to the Existing Office:
Parcel ID 273-000042-00, consisting of approximately 0.16 acres and referred to
herein as “West Parcel 1”,
Parcel ID 273-000073-00, consisting of approximately 0.12 acres and referred to
herein as “West Parcel 2”,
Parcel ID 273-000098-00, consisting of approximately 0.11 acres and referred to
herein as “West Parcel 3”, and together with West Parcel 1 and West Parcel 2, the “West
Parcels”,
Parcel ID 273-005565-00, consisting of approximately 0.619 acres and referred to
herein as “East Parcel 1”, and
Parcel ID 273-005564-00, consisting of approximately 1.18 acres and referred to
herein as “East Parcel 2”, and together with East Parcel 1, the “East Parcels”,
which Parcels are depicted on EXHIBIT A.
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WHEREAS, Developer has determined that the buildings located upon the West Parcels
(assuming restoration thereof) plus the building located upon the East Parcel (assuming restoration
thereof) and any new building(s) constructed on portions of the East Parcels would accommodate
the planned growth of the Headquarters and their member base in the surrounding area.
WHEREAS, the Parties have determined that the Headquarters will be integrated with other
COhatch uses, including but not limited to, co -working space, private flex office space, innovation
space, meeting and programmable space, and space for eating and drinking.
WHEREAS, the development of the West Parcels and the East Parcels, which shall include the
restoration of the buildings located thereupon, and such portions of the East Parcels as are necessary
to accommodate a new building(s) constructed thereon, are collectively referred to herein as
“Riverview Village”. A depiction of the current concept for Riverview Village is attached as
EXHIBIT B. The plans for Riverview Village are subject to change as a result of the development
review process and the agreement of the Parties. The approved Final Development Plan (including
Architectural Review Board approval) for Riverview Village is referred to herein as the “Final
Development Plan”, with the privately owned improvements to be constructed pursuant to the Final
Development Plan referred to herein as the “Private Improvements”.
WHEREAS, the Architectural Review Board informally reviewed an initial concept for the
creation of Riverview Village in February 2023, and the Board was supportive of the proposal as it
ensures preservation and rehabilitation of the existing historic structures, to the extent practicable,
and provides for additional development opportunity along North Riverview Street.
WHEREAS, subject to the satisfactory completion of the zoning and development review and
approval process required by the City’s Codified Ordinances, the City will thereafter timely convey
(i) its interest in the West Parcels and (ii) those portions of its interest in the East Parcels which are
required for the development of Riverview Village (as reasonably determined by the City and
referred to herein as the “East Development Property”), to Developer (the real property ultimately
conveyed to Developer being referred to herein as the “Property”).
WHEREAS, Developer will, following conveyance of the Property and at its sole cost
(except for the contributions from the City as provided herein), develop Riverview Village and
establish its Headquarters at Riverview Village, which improvements are estimated to cost at least
$8 million.
WHEREAS, the City will, following conveyance of the Property and at its sole cost, design
and construct certain public improvements within and proximate to Riverview Village which may
include, but are not necessarily limited to, improvements to North Riverview Street, North Street,
Blacksmith Lane, and Wing Hill Lane, including lighting, underground utilities and where
feasible, additional on-street parking (the “Public Improvements”).
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree to and incorporate in the foregoing Recitals in
this Agreement and as follows:
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Section 1. Design of Riverview Village. Promptly following the execution of this
Agreement Developer shall proceed with the design of Riverview Village, and use best efforts to
achieve all necessary approvals of the Final Development Plan from the City’s Architectural
Review Board, Planning and Zoning Commission and City Council by December 31, 2024 (the
“Plan Approval Deadline”). Developer shall regularly communicate with City administration
regarding design development and will consider input from City administration when developing
design submittals to the City. Nothing in this Agreement shall be deemed to be an approval of any
particular zoning or design for Riverview Village, and Developer acknowledges and agrees that
the Final Development Plan must be approved pursuant to the normal procedures and requirements
of the City’s Codified Ordinances. The City and the Developer further acknowledge that it is the
intent of the Parties, subject to Planning and Zoning Commission and City Council approval (in
the respective sole discretion of those bodies), to zone the West Parcels and the East Development
Property as “Historic Core” parcels pursuant to the City’s zoning code. If the zoning for the
Property and the Final Development Plan are not approved by the City’s Architectural Review
Board, the Planning and Zoning Commission and City Council (as applicable) by the Plan
Approval Deadline, either Developer or the City may terminate this Agreement by written notice
to the other at any time prior to such approvals being granted. The Developer may request one
six-month extension of the Plan Approval Deadline in order to address comments made by the
Architectural Review Board, which request the City shall not unreasonably withhold. Any
additional requests for extension of the Plan Approval Deadline shall be approved or disapproved
by the City in its sole discretion.
Section 2. Design and Construction of Related Public Improvements.
Simultaneously with the development and approval of the Final Development Plan, the City shall
undertake, with input from Developer, a review to determine those public improvements in and
around the Property, including to North Riverview Street, North Street, Blacksmith Lane and Wing
Hill Lane, together with street lighting, underground utilities and to the extent feasible, on-street
parking, which are necessary to facilitate development of and access to Riverview Village
(collectively, the “Public Improvements”) and create the plans for the Public Improvements (such
plans, the “Public Improvement Plans”) and a schedule for the construction of the Public
Improvements (the “Public Improvement Schedule”). Developer agrees that the City shall have sole
authority to determine what constitutes a Public Improvement. In developing the Public Improvement
Schedule, the City and the Developer will use best efforts to coordinate the timing of various elements
of the Public Improvements with the construction of the Private Improvements in a logical order that
will allow for the earliest completion of both the Public Improvements and the Private Improvements
The City agrees that it will, at its sole cost (except as otherwise described herein), use good faith
efforts to design, construct and install those Public Improvements in order that the Public
Improvements will be substantially completed and available for public use prior to completion of the
Private Improvements, subject to Force Majeure delays. Both parties acknowledge that the relocation
of private utilities (electric and gas) require the approval of third parties that neither the City nor the
Developer control, and the timing of those approvals and the scheduling of construction or relocation
of those utilities may require adjustments to the Public Improvements Schedule. The Parties also
agree that adjustments to the Public Improvement Schedule may be necessary as work on the Public
Improvements and the Private Improvements progresses, and each Party agrees to consult with each
other as the need for adjustments arises. Developer agrees to provide at no charge to the City any
right-of-way or easements (temporary or permanent) which the City determines are necessary to
provide for the construction and installation of the Public Improvements.
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Section 3. City Incentives. As an inducement to the Developer to enter into this
Agreement and perform its obligations hereunder, the City agrees to provide the following incentives
subject to the achievement of the Closing described below:
(a) Income Tax Incentive. The City will provide an income tax incentive to the Developer
pursuant to the Economic Development Agreement provided for in Section 6(g) hereof for a period
of seven years as set forth in the following chart in an amount equal to 20% of City income taxes paid
(less refunds) by employees of the Developer (or its affiliates) and COhatch members (the “Income
Tax Incentive”). The income tax incentive will be subject to maximum payments as set forth in the
following chart. The projected income tax increment is illustrative only based on projections provided
by the Developer and the actual income tax incentive will vary based on actual income taxes paid.
Year
Target In-Person
Payroll
Target 2%
Withholdings
Projected 20%
Incentive on WH
Maximum
Payment
2027 $51,495,100 $1,029,902 $205,980 $206,000
2028 $54,422,347 $1,088,447 $217,689 $218,000
2029 $57,504,817 $1,150,096 $230,019 $231,000
2030 $60,749,720 $1,214,994 $242,999 $243,000
2031 $64,164,963 $1,283,299 $256,660 $257,000
2032 $67,759,198 $1,355,184 $271,037 $272,000
2033 $71,541,364 $1,430,827 $286,165 $287,000
(b) Economic Development Grant. The City will make a grant to the Developer to pay
Private Improvement Costs in the amount of $195,000 per year for ten years (maximum grant amount
of $1,950,000)(the “Economic Development Grant”). The annual Economic Development Grant will
first be paid in the calendar year required under the approved Loan Documents (which may be the
year in which the Closing Date occurs), and thereafter for nine consecutive years. The annual amount
of the Economic Development Grant is based on an interest rate of 6.75% for the Loan. The annual
amount of the Economic Development Grant will be reduced by $11,100 for every 0.25% reduction
in the Loan interest rate (e.g. if the Loan interest rate is 6.00%, the annual Economic Development
Grant will be $161,700). As used herein:
“Private Improvement Costs” means the hard and soft costs of developing the Private
Improvements as necessary to obtain a certificate of occupancy for the Private Improvements,
including the costs of acquiring the Property from the City and the costs of designing,
financing, constructing and equipping the Private Improvements, including contingencies.
“Loan” means one or more loans made by one or more lenders to the Developer to finance a
portion of the Private Improvement Costs.
(c) Repayment of Incentives. The City may require the Developer to repay either or both
of the Income Tax Incentive paid based on employees of the Developer or its affiliates (and not
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COhatch members) and the Economic Development Grant if COhatch ceases Headquarters
operations at Riverview Village within 10 years of the first payment of the Economic Development
Grant.
(d) Appropriation. The Developer acknowledges and agrees that payment of both the
Income Tax Incentive and the Economic Development Grant are subject to annual appropriation of
funds by City Council to make those payments. If City Council fails to appropriate any such amounts
(other than due to a breach or default by the Developer hereunder or under the Economic
Development Agreement), the Developer’s obligations to complete the Private Improvements and its
obligations under Section 12 of this Agreement shall be suspended until City Council makes such
appropriation.
Section 4. Property Due Diligence.
(a) Property Information. The City has delivered to Developer, or made available to
Developer for inspection and copying, copies of the following: (i) any title insurance commitments
or policies for any portion of the Property which are in the possession or control of the City; (ii)
any surveys of any portion of the Property which are in the possession or control of the City; (iii)
any environmental assessment reports with respect to any portion of the Property which are in the
possession or control of the City; and (iv) any geotechnical reports with respect to any portion of
the Property which are in the possession or control of the City. The City will furnish to Developer,
or make available to Developer for inspection and copying, such additional documents and
information regarding the Property as are reasonably requested by the Developer from time to time
and in possession and control of the City. The Developer acknowledges and agrees that all
documents, materials, data and information delivered by or on behalf of the City to the Developer
in connection with the transaction contemplated by this Agreement are provided to the Developer
as a convenience only and that any reliance on or use of such documents, materials, data or
information by the Developer shall be at the sole risk of the Developer. The City does not represent
or warrant the accuracy of and the City shall have no liability to the Developer for any inaccuracy
in or omission from any such documents, materials, data or information.
(b) Lot Splits. Upon approval of the Final Development Plan, the City shall split the
East Parcels in order to create one or more separate tax parcels constituting the East Development
Property as are necessary to accommodate the construction of the improvements identified in the
Final Development Plan.
(c) Access. The City grants to Developer and persons designated by the Developer the
right and permission at reasonable times prior to the Closing Dates and upon reasonable notice to
enter upon the Property and to conduct any reasonable inspections and tests the Developer chooses
to conduct, provided that: (a) such inspections and tests shall be conducted as not to materially
damage the Property; (b) such inspections and tests shall be conducted at the Developer’s cost;
(c) Developer shall indemnify and hold the City, and its agents and employees, harmless from and
against any liabilities or claims for damage to persons or property, and costs and expenses in
connection therewith, caused by such entry and/or such inspections and tests; and (d) prior to
entering upon any portion of the Property, Developer shall furnish the City certificates of insurance
reasonably satisfactory to the City that the Developer or Developer’s designee maintains (i)
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commercial general liability insurance on an occurrence basis, including contractual liability
coverage and broad form property damage endorsement coverage, Developer or Developer’s
designee as the named insured and the City named as an additional insured, providing liability
limits of not less than $2,000,000 combined single limit per occurrence with respect to bodily or
personal injury, death and property damage and $3,000,000 in the aggregate, (ii) worker’s
compensation insurance at statutory limits, and (iii) employer’s liability insurance in an amount
not less than $1,000,000.
(d) Title Commitment. The Developer will cause the title company it selects (the “Title
Company”) to issue to Developer a commitment (the “Title Commitment”) for an ALTA Owner’s
Policy of Title Insurance (the “Title Policy”), together with legible copies of all instruments
evidencing those matters listed as exceptions thereon, setting forth the state of title to the Property
as of the effective date of the Title Commitment, the Title Company’s requirements to delete the
standard printed exceptions on Schedule B-II of the Title Policy, the results of a special tax search
and committing to issue those endorsements required by Developer and its lender(s). The Title
Company will be instructed to deliver a copy of the Title Commitment to the Developer and City.
(e) Title Objection. At least 60 days prior to the scheduled Closing Date, Developer
shall cause the Title Company to deliver the Title Commitment to Developer and the City.
Developer shall deliver to City at least 50 days prior to the scheduled Closing Date, in writing (the
“Title Objection Notice”), any objections to the exceptions to title set forth in the Title
Commitment, other than the Permitted Exceptions (each a “Title Objection”, and collectively,
hereinafter the “Title Objections”). In addition, upon the issuance of an updated Title Commitment
by the Title Company, Developer may provide a Title Objection Notice within five days (5) of
receiving the updated Title Commitment. Any such matter not the subject of a timely Title
Objection Notice shall be deemed a Permitted Exception. All Title Objections with respect to any
portion of the Property shall be deemed waived upon conveyance of the Property to the Developer.
(f) City’s Duties. City shall use commercially reasonable efforts to eliminate all Title
Objections prior to the Closing Date so as to permit Developer to receive insurable title to the
Property, provided, however, that the City shall not be obligated to expend any funds of the City
in order to eliminate such Title Objections. If the City is unable to eliminate any Title Objection
by such Closing Date, the City shall provide written notice of same to Developer. The Developer’s
sole remedies if the City does not eliminate a Title Objection are (1) to terminate rights and
obligations of the Parties hereunder, or (2) waive the Title Objection. Such termination shall be
effective upon delivery of written notice of such termination or credit by the Developer to the City.
(g) Permitted Exceptions. The Property shall be sold, assigned, and conveyed by the
City to the Developer, and the Developer shall accept and assume the same, subject only to the
following matters (collectively, the “Permitted Exceptions”):
(i) Any and all present and future zoning, building, environmental, and other
laws, statutes, ordinances, codes, rules, regulations, requirements, or executive mandates
of all governmental authorities having jurisdiction with respect to the Property, including,
without limitation, landmark designations and all zoning variances and special exceptions,
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if any, provided, however, that the same do not prohibit or impair the continued use of the
Property as it is being used on the date of this Agreement;
(ii) All presently existing and future liens for unpaid property taxes,
assessments, and water and sewer charges that are not due and payable as of the Closing
Date;
(iii) All covenants, and restrictions, and all easements and agreements of record
for the erection and/or maintenance of water, gas, steam, electric, telephone, sewer or other
utility pipelines, poles, wires, conduits, or other like facilities, and appurtenances thereto,
over, across, and under the Property, provided, however, that the same do not impose any
monetary obligation on the owner of the Property;
(iv) Any lien or encumbrance arising out of the acts or omissions of the
Developer or its affiliates, agents or contractors or with the consent of the Developer; and
(v) All other items shown in the Title Commitment (except uncured or
unwaived Title Objections).
Section 5. Closing Contingencies. The obligation of the City to transfer the Property,
and the obligations of the Developer to develop the Private Improvements as contemplated by this
Agreement, are contingent upon the satisfaction of all of the following contingencies (collectively,
the “Contingencies”). Either the City or the Developer may terminate this Agreement at any time
prior to Closing if the Contingencies have not been satisfied or waived by June 30, 2025; provided
that such deadline shall be extended by the same number of days that the Plan Approval Deadline
is extended pursuant to the terms of this Agreement.
(a) Final Development Plan Approval. The appropriate approving bodies as provided
in the City’s Codified Ordinances have approved the Final Development Plan for the Private
Improvements.
(b) Public Improvement Plans and Public Improvement Schedule. The City and the
Developer have agreed on the Public Improvement Plans (which may be schematic designs) and
the Public Improvement Schedule.
(c) Public Improvement Budget. The City and the Developer have agreed to a not to
exceed amount for the Public Improvement and City Council shall have authorized the expenditure
of such amount. The City shall not be required to spend more than the maximum amount of the
Public Improvement Budget when constructing the Public Improvements. If costs of the Public
Improvements are higher than the Public Improvement Budget, the Developer agrees that the City
may modify the Public Improvement Plans in order to meet the requirement of the Public
Improvement Budget. Prior to modifying the Public Improvement Plans, the City shall notify the
Developer that the Public Improvement Plans need to be modified due to cost overruns, and shall
reasonably consult with the Developer regarding the modifications to the Public Improvement
Plans and the scope of the Public Improvements as necessary in order to reduce the costs of the
Public Improvements to the Public Improvement Budget. In addition, the Developer shall have
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the option, but not the obligation, to fund any overruns of the Public Improvement Budget, in
which case the Public Improvement Budget shall be increased by the amount of Developer funding
deposited with the City. If the Developer makes any such deposit and to the extent that such funds
are not used to construct the Public Improvements, the City will return such unused funds to the
Developer.
(d) Private Development Budget. The Developer shall have prepared and submitted to
the City a budget of the Private Improvement Costs (the “Private Development Budget”), and the
City shall have approved the Private Development Budget (whose approval shall not be
unreasonably withheld). The Private Development Budget will provide for a minimum of $8
million of costs of the Private Improvements (such costs, the “Private Development Costs”). The
Private Development Budget must include commercially reasonable contingency amounts and
detailed documentation with respect to each element of the Private Development Costs. The
Private Development Budget shall reflect those items and costs as the Developer determines, in its
best professional judgment, are reasonable and necessary to develop the Private Improvements as
described in the Final Development Plan.
(e) Loan Commitment. The Developer shall have obtained and provided to the City,
and the City shall have approved (whose approval shall not be unreasonably withheld), a
commitment issued by one or more lenders to the Developer to provide a Loan (collectively, the
“Loan Commitment”). In reviewing the Loan Commitment, the City may consider, inter alia, the
conditions of closing and disbursing the Loan as set forth in the Loan Commitment, whether the
aggregate amount of the Loan and the committed Equity Investment is at least 100% of the Private
Development Cost based on the approved Private Development Budget, and whether, based on all
relevant factors, it is feasible for the Developer to complete the Private Improvements with the
Loan contemplated by the Loan Commitment and one or more binding commitments issued by
one or more investors to the Developer to provide the capital contributions to the Developer to
finance the Private Improvement Costs (the “Equity Investment Commitment”).
(f) Equity Investment Commitment. The Developer shall have obtained and provided
to the City, and the City shall have approved (whose approval will not be unreasonably withheld),
the Equity Investment Commitment. The copies of the Equity Investment Commitment provided
to the City shall be true, correct and complete.
(g) Construction Contracts. The Developer shall provide to the City copies of all
contracts and estimates of the contractors selected to construct the Private Improvements.
(h) Purchase Option. The City and the Developer have agreed upon the form of the
Purchase Option Agreement in favor of the City for the Property. The Purchase Option Agreement
shall provide the City with the option to purchase all or a portion of the Property if the Developer
does not complete the Private Improvements by December 31, 2027 (subject to Force Majeure
extensions) or ceases operations at Riverview Village. If the Private Improvements are not
completed, the option purchase price shall be the amount necessary to repay any Loans secured by
the Property. If the Private Improvements are completed but the Developer ceases operations at
Riverview Village, the option price shall equal the greater of (a) the amount necessary to repay
any Loans secured by the Property and (b) the fair market appraised value of the Property to be
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conveyed to the City less $2,000,000 (or such lesser amount prorated by acreage of the portion of
the Property to be conveyed to the City versus the total acreage of the Property) and less any
portion of the Economic Development Grant previously paid. When determining the fair market
appraised value of the Property (or portion thereof), the appraisers shall assume that the Property
shall continue to be used as co-working office space and shall not assume any other use of the
Property. If the City only exercises the option with respect to a portion of the Property, the portion
of the Loans secured by that portion of the Property will be reasonably allocated to that portion of
the Property based on a formula to be agreed by the Parties and the lender. The Purchase Option
shall terminate with respect to the West Parcels on the date that is thirty (30) years after the
completion of the Private Improvements. The Purchase Option shall remain effective for the East
Development Property for the maximum period permitted by law.
(i) Insurable Title. Prior to the Closing Date, Developer must have received a Title
Commitment acceptable to Developer, insuring title in accordance with this Agreement.
(j) Procedures for Contingencies. The Parties will proceed diligently and in good faith
to pursue the satisfaction of the Contingencies in a timely and coordinated manner. The Parties
will cooperate to coordinate their efforts to pursue the satisfaction of the Contingencies in a logical
order intended to result in the satisfaction of all of the Contingencies as soon as practical. The City
will have the right to review and approve each Contingency. The City will notify the Developer
of its approval or disapproval of each Contingency within 30 days of the Developer’s submission
of the same to the City for approval. If the City disapproves any Contingency in whole or part,
the City will provide to the Developer a written description of the reasons for that disapproval
together with the notice of disapproval provided pursuant to the preceding sentence. The
Developer may, at any time, revise and re-submit the Contingency for approval pursuant this
paragraph. From time to time at the request of any Party, the Parties will confirm in writing the
satisfaction, waiver or failure of any of the Contingencies that have been satisfied or waived or
have failed.
Section 6. Closing. The closing of the transfer of the Property (the “Closing”) shall
occur after satisfaction or waiver of each of the Contingencies for that Phase, on the date mutually
agreed by the City and the Developer (the “Closing Date”). The Closing shall consist of the
following (except to the extent that any of the following have occurred prior to the Closing Date):
(a) Payment of Purchase Price. The Developer will pay to the City the purchase price
for the Property ($10.00) plus all out-of-pocket costs incurred by the City in connection with the
Closing (except for attorneys’ fees).
(b) Quitclaim Deed. The City shall execute and deliver to the Title Company to be
held in escrow pending the Closing a quitclaim deed conveying the Property to the Developer.
(c) Equity Investment. All of the Equity Investment Documents, consistent with the
Equity Investment Commitment, shall be executed and delivered by the parties thereto, and the
Equity Investment shall otherwise be closed as contemplated by the Equity Investment
Commitment. The Developer shall provide to the City (i) then current drafts of the Equity
Investment Documents upon written request of the City, and (ii) copies of the executed Equity
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Investment Documents on or about the Closing Date; provided that the Developer may redact from
the drafts and final versions of the Equity Investment Documents furnished to the City (including
those furnished as part of the Loan Documents) such portions thereof which are confidential or not
reasonably necessary for the City to determine the committed amount of the Equity Investment,
the terms and conditions applicable to disbursement of the Equity Investment, and that the Equity
Investment Documents are consistent with the Equity Investment Commitment in all respects
material to the City under this Agreement.
(d) Loan. All of the documents evidencing, securing and/or executed for the benefit of
the lender in connection with a Loan made pursuant to a Loan Commitment (the “Loan
Documents”), consistent with the Loan Commitment, shall be executed and delivered by the parties
thereto, and the Loan shall be ready to be closed as contemplated by the Loan Commitment, subject
only to the City’s conveyance of the portion of the Property to be developed as part of the Loan.
The Developer shall provide to the City (i) then current drafts of the Loan Documents upon written
request of the City, and (ii) copies of the executed Loan Documents on or about the Closing Date;
subject, in each case, to the redactions of the Equity Investment Documents permitted pursuant to
paragraph (b) of this Section and any confidentiality requirements of the lender.
(e) Purchase Option Agreement. The Developer shall execute and deliver the Purchase
Option Agreement for the Property. The Purchase Option Agreement shall be recorded prior to
all mortgages encumbering the applicable portion of the Property, provided that the Purchase
Option Agreement shall expressly provide that the City or its designee shall purchase the Property
subject to any mortgage securing a Loan or shall be required to pay off any Loan.
(f) Completion Guaranty. The Developer shall execute and deliver, and cause the
other completion guarantors to execute and deliver, the Completion Guaranty. The completion
guarantors shall be the same completion guarantors required in connection with the Loan. The
Completion Guaranty will be in the customary guaranty form required by the City.
(g) Economic Development Agreement. The City and the Developer shall execute and
deliver the Economic Development Agreement providing for the Income Tax Incentive. The
Economic Development Agreement will be in the customary form required by the City.
(h) Other Documents; Financing Cooperation. The Parties shall execute and deliver
such other documents as are contemplated by this Agreement or appropriate to the transaction as
reasonably determined by the Parties. The parties further acknowledge and agree to cooperate in
the negotiation of the financing structures related to the development of the Private Improvements
so as to permit a lender(s) to be reasonably comfortable in lending to the Developer.
Section 7. AS-IS Sale; Disclaimers. It is understood and agreed that the City is
not making and has not at any time made any warranties or representations of any kind or
character, express or implied, with respect to the Property, including, but not limited to, any
warranties or representations as to habitability, merchantability or fitness for a particular
purpose.
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The Developer acknowledges and agrees that upon the Closing the City shall sell and
convey to the Developer and the Developer shall accept the Property “AS IS, WHERE IS,
WITH ALL FAULTS”. The Developer has not relied and will not rely on, and the City is
not liable for or bound by, any express or implied warranties, guaranties, statements,
representations or information pertaining to the Property or relating thereto made or
furnished by the City, or any agent representing or purporting to represent the City, to
whomever made or given, directly or indirectly, orally or in writing.
The Developer represents to the City that the Developer has conducted, or will
conduct prior to the Closing, such investigations of the Property, including but not limited
to, its environmental condition as the Developer deems necessary or desirable to satisfy itself
as to the condition of the Property and the existence or nonexistence or curative action to be
taken with respect to the Property or any hazardous or toxic substance on or discharged
from the Property. The Developer will rely solely upon its investigations and not upon any
information provided by or on behalf of the City or any agent or employee of the City with
respect thereto. Upon the Closing, the Developer shall assume the risk that adverse matters
arising or existing on or before such Closing as it relates to the Property, including but not
limited to, defects and adverse environmental conditions, may not have been revealed by the
Developer’s investigations.
The provisions of this Section shall survive the Closing or any termination of this
Agreement.
Section 8. Brokerage Commission. The Parties represent to each other that they have
not entered into any written agreement with any real estate broker, finder or agent in connection
with the sale of the Property, and that they have not taken any action which might result in any
real estate broker’s, finder’s or other fee or commission being due or payable in connection with
the transactions contemplated by this Agreement. The Developer shall indemnify, defend and save
harmless the City from and against all costs, claims, expenses or damages (including but not
limited to reasonable attorneys’ fees) resulting from or related to any brokerage commission,
finder’s fee or other commission due or alleged to be due arising from the acts or contacts of the
Developer. The provisions of this Section shall survive the Closing or any termination of this
Agreement.
Section 9. Agreements Regarding Property prior to Closing.
(a) Developer agrees that it will, from the date of this Agreement until the earlier of (i)
the Closing Date or (ii) the date on which this Agreement may have been terminated, perform on
behalf of the City all required maintenance and upkeep on the West Parcels and the East
Development Property (including the building located on parcel 273-005565) as necessary to
comply with the City’s Codified Ordinance and to a reasonable standard based on the properties
current state and the Developer will use best efforts to maintain to a standard that is consistent with
real property located adjacent to the West Parcels. Within thirty (30) days following the execution
of this Agreement, the City shall record a temporary easement against the West Parcels relating to
Developer’s obligation to perform such maintenance and upkeep. Subject to all approvals required
by the City’s Codified Ordinances, including approval by the Architectural Review Board, the
Developer may demolish and remove structures on located on the West Parcels or the East
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Development Property. If this Agreement is terminated by the City prior to Closing (except
terminations for Developer default or the inability of the Developer to obtain financing), the City
will reimburse the Developer for its reasonable and documented out of pocket costs spent on
upkeep pursuant to this Section 9(a).
(b) Following the approval of the Final Development Plan and subject to any necessary
Architectural Review Board approvals (including those requiring best efforts to limit tree
removal), prior to the Closing, the Developer will enter onto the East Development Property to
perform, at its sole cost, any approved tree removals necessary for the development of the Property
pursuant to the Final Development Plan. To satisfy the tree replacement requirements set forth in
the City’s Codified Ordinances, the City agrees to perform at its sole cost any necessary tree
replacements necessary as a result of the development of Riverview Village at appropriate offsite
locations, all as determined by the City.
Section 10. Construction of the Private Improvements.
(a) As an inducement for the City to enter into this Agreement, the Developer
covenants and agrees that the Developer shall construct the Private Improvements, subject to the
occurrence of the Closing. The Private Improvements, including the engineering and design
therefor, the plans and specifications and the construction and installation shall be completed: (i)
at the Developer’s sole cost and expense; (ii) in conformance with this Agreement and all
applicable codes, ordinances, and laws; (iii) in a good and workmanlike manner; and (iv) in
conformance with the Final Development Plan. At all times following the Closing, the Developer
will keep the Property mowed and free from accumulation of weeds and debris. The Developer,
at its sole cost and expense, shall prepare and submit to appropriate government agencies all
applications for such approvals as are required to develop and construct the Private Improvements
in accordance with applicable laws, rules, regulations, codes and ordinances. In addition, the
Developer agrees to provide to the City such temporary construction easements as may be needed
to accommodate the construction of the Public Improvements adjacent to the Property.
(b) The Developer acknowledges and agrees that: (a) the development of the Private
Improvements and the Property in accordance with the terms of this Agreement are of utmost
importance to the City; (b) the post-Closing obligations of the Developer set forth in this Section
and elsewhere in this Agreement are a material consideration for the City to transfer the Property
to the Developer; and (c) absent the Developer’s covenant to perform its post-Closing obligations
set forth in this Section and elsewhere in this Agreement, the City would not have transferred the
Property to the Developer.
(c) The Developer shall commence construction of the Private Improvements no later
than sixty (60) days after the Closing Date, and will use best efforts to substantially complete
construction of Private Improvements no later than December 31, 2026, subject to Force Majeure.
Section 11. Establishment of Headquarters. Developer agrees that within ninety (90)
days of the execution of this Agreement, it will cause COhatch to establish the Headquarters at the
Existing Office with the expectation that the Headquarters will eventually be expanded into
Riverview Village. Developer represents that the minimum annual payroll associated with
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individuals employed by either CSD Dublin LLC or its affiliates employed at the Headquarters
will be $8 million.
Section 12. Additional Commitments Regarding Riverview Village. In consideration
for the conveyance of the Property and the incentives to be provided by the City described in this
Agreement, the Developer agrees to the following additional commitments and benefits for so long
as the Developer maintains operations at Riverview Village or the Existing Office, commencing upon
occupancy of any portion of the Property by the Developer or its affiliates.
(a) Provide public access to certain patios and outdoor spaces located on the East
Development Property, as designated in the Final Development Plan.
(b) Award on behalf of the City, 40 scholarships per year. The scholarships provided
shall include: (A) 20 Give Scholarships (for 501(c)(3) entities) which have an estimated value of
$48,000 and (B) 20 Boost Scholarships (for early-stage start-ups) which focus on underrepresented
populations and which have an estimated value of $48,000. Developer agrees to promote these
scholarship programs throughout the City and work with the City to maximize the impact of this
program. Developer also agrees that the City may from time to time ask that additional
scholarships be granted.
(c) Provide the City with a credit of $57,000 per year that may be used by the City or
one or more designees of the City to purchase COhatch coworking memberships or other use of
Riverview Village (i.e., meeting spaces, events, passes, etc., but excluding private offices).
(d) List the City as a sponsor/partner on all marketing materials affiliated with
Riverview Village unless otherwise approved by the City.
(e) Actively interact with, establish relationships and promote a network of local start-
ups within the City.
(f) Actively facilitate internal member community building events and meetings.
(g) Actively recruit Rev1 Venture (“Rev 1”) referrals and Ohio Small Business Center
(“OSBC”) referrals to become members.
(h) Provide COhatch members with onsite amenities, including offices, conference
rooms, a café, training rooms, shared services, 24/7 security access and Wi-Fi.
(i) Facilitate regularly scheduled “on-boarding” sessions with all new members and
collaborators. Collaborators shall include, but not be limited to, staff of the City’s Economic
Development Division, Rev 1 and OSBC.
(j) Respond in a timely manner to inquiries regarding the City and/or refer those
inquires to the City’s Economic Development Division staff.
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(k) Provide information to the City pertaining member agreements, including but not
limited to: (A) City Tax Account Forms for each member and (B) W-9 Forms for each member.
The Developer will provide the information it has on members and will develop programs to
incentivize members to provide additional information that the City may request.
(l) Provide information (i.e., date, location, purpose, special guests and hosts) to staff
of the City’s Economic Development Division quarterly pertaining to events and special
programming at Riverview Village.
(m) Provide and coordinate marketing of content relating to programs, events or
information pertaining to the City or public purposes. Such content may include, but is not
necessarily limited to: (A) website content and updates, (B) calendar updates, (C) blogs, social
media posts, and internal and external communications and (D) marketing and promotional
opportunities.
(n) Share City graduation incentive programs to Developer members which outgrow
their space and are relocating to the City.
(o) Host annual start-up pitch competitions at Riverview Village to allow investors to
connect with small businesses that need growth capital.
(p) Offer a mix of uses at Riverview Village, including but not limited to, office,
meeting space, retail and approximately 3,000 square feet (subject to the City’s development
standards) of programmable space.
(q) Offer free access to the public to attend monthly educational workshops and/or
events. Public events may include, but are not limited to, workshops, seminars, demo days,
training classes, book talks, networking events, speaking engagements or other community or
philanthropic uses. Programming for the events can also be established by the City.
(r) Work cooperatively with the City to develop a mutually agreeable concept for and
to locate the City/Altafiber Innovation Center in Riverview Village.
(s) Connect to Dublink (Developer is responsible for connection costs and monthly
subscription fees for selected provider).
(t) Work with the City to develop an annual report, and thereafter report on an annual
basis, information and metrics that will allow the City to understand the effectiveness of Riverview
Village in developing new businesses, expanding current businesses, and ultimately expanding the
job opportunities within and income tax base of the City.
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The Developer will meet regularly with the City to coordinate the delivery of the foregoing
commitments and benefits with the goal of maximizing the benefits to the residents of the City and
employees working within the City, as well as the success of Riverview Village.
Section 13. Traffic Control. The City and Developer acknowledge joint responsibility
for the accommodation of traffic flow in and around the Property during the construction of the
Private Improvements and Public Improvements. The City agrees to place directional signage on
or beside public right of ways to assist with the routing of traffic to the facility in the most efficient
and safe manner.
Section 14. Management and Ownership. The Developer acknowledges and agrees
that among the City’s inducements to enter into this Agreement with the Developer was the
reputation of the Developer as an experienced developer, owner, and manager of similar projects
and the Developer’s proposal made in response to the City’s Request for Proposals for the
redevelopment of the Property and the intent of the Developer to own and operate Riverview
Village for the long term and never sell the Property. Therefore, the Developer agrees that except
as otherwise set forth in this Agreement:
(a) except for an assignment by the Developer of its rights under this
Agreement to one or more entities owned and controlled by COhatch LLC or any affiliates of
COhatch LLC, (any of the foregoing being referred to herein as a “Developer Related Party”), the
Developer shall not voluntarily sell, ground lease or otherwise transfer the Property;
(b) if, due to financial hardship, the Developer is not able to maintain its
existence and is forced to sell the Property, the Developer will meet with the City prior to
marketing the Property.
(c) the Developer shall enter into all general contracts for construction of the
Private Improvements;
(d) the Developer shall not mortgage or permit the mortgaging of the Private
Improvements for any purpose other than financing or refinancing a Loan;
(e) any assignment of this Agreement shall not be effective as against the City
unless the assignee delivers a written acknowledgement to the City whereby the assignee agrees
to be bound by the terms of this Agreement;
(f) no assignment or transfer shall relieve the Developer from its obligations
hereunder; and
(g) the restrictions set forth in this Agreement on the Developer’s rights to
transfer the Property or delegate management thereof are reasonable and necessary to the success
of the Private Improvements.
Section 15. Indemnification. Notwithstanding anything in this Agreement to the
contrary, as a material inducement to the City to enter into this Agreement, the Developer
covenants and agrees that the Developer shall defend, indemnify and hold the City, its council
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members, commissioners or board members, officers and employees (collectively, the
“Indemnified Parties”) harmless from and against any and all actions, suits, claims, losses, costs
(including without limitation reasonable attorneys’ fees), demands, judgments, liability and
damages (collectively, “Claims”) suffered or incurred by or asserted against the Indemnified
Parties, or any of them, as a result of or arising from any bodily injury, death or loss or damage to
property to the extent caused by the acts or omissions of the Developer, its agents, employees,
contractors, subcontractors, or anyone else acting at the request of the Developer in connection
with the construction of the Private Improvements or undertaking any activity in connection with
the Private Improvements contemplated by this Agreement. Notwithstanding anything set forth
herein to the contrary, the indemnification obligations of the Developer in this Section will survive
the termination of this Agreement and Closing.
Section 16. Insurance. Until such time as all construction work associated with the
Private Improvements has been completed in accordance with the terms of this Agreement, the
Developer shall maintain the insurance provided for in EXHIBIT C. The Developer shall provide
evidence of such insurance to the City on or before the Closing and thereafter upon request.
Section 17. 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. Time is of
the essence of this Agreement.
(e) Administrative Actions. The City represents and warrants to Developer that, (i) to the
extent permitted by law, and except as otherwise provided in this Agreement, all actions taken or
permitted to be taken by the City under or in furtherance of this Agreement may be taken by the
City Manager and will not require legislative action of a City Council beyond the legislative
actions authorizing this Agreement, and (ii) the City Manager, on behalf of the City, is authorized
to make all approvals and consents that are contemplated by this Agreement (other than reviews
and approvals of zoning matters and the Final Development Plan, which in all cases shall be subject
to the review and approval requirements of the City’s Codified Ordinances), without the separate
approval by the City Council, including reviews, approvals, and consents and any and all such
other approvals contemplated herein. All actions, approvals, and consents of the City required
under this Agreement must be given in writing (which may include e-mail) in order to be effective.
Developer represents and warrants to the City that (a) all actions taken or to be taken by
Developer under this Agreement may be taken by Matt Davis, Managing Member of Developer,
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and (b) Eric Ferch, on behalf of Developer, is authorized to make all approvals and consents that
are provided for in this Agreement. All actions, approvals, and consents of Developer required
under this Agreement must be given in writing (which may include e-mail) to be effective.
(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. This Agreement does not and may not be construed to create a partnership or joint
venture between or among any of the Parties. The Developer acknowledges that it has not been
induced to enter this Agreement by any representations not set forth in this Agreement, the exhibits
attached to it, and all documents delivered pursuant thereto and that the Developer has not relied
on any representations which are not set forth in this Agreement, the exhibits attached to it, and all
documents delivered pursuant thereto in making its decision to sign this Agreement. No
representations not set forth in this Agreement, the exhibits attached to it, and all documents
delivered pursuant thereto shall be used in the interpretation or construction of this Agreement,
and the City shall have no liability for any consequences arising as a result of any representations
which are not set forth in this Agreement.
(g) Events of Default and Remedies; Force Majeure. Except as otherwise provided in this
Agreement, in the event of any breach of this Agreement, or any of its terms or conditions, by any
Party hereto, such breaching Party shall, upon written notice from any non-breaching Party, proceed
immediately to cure or remedy such breach. In the event such breach is of such nature that it cannot
be cured or remedied within a thirty (30) day period, then in such event the breaching Party shall
promptly commence its actions to cure or remedy said breach and proceed diligently thereafter to cure
or remedy said breach. In case such action is not taken or not diligently pursued, or the breach shall
not be cured or remedied within a reasonable time thereafter, then the non-breaching Party may
declare the breaching Party to be in default of this Agreement upon written notice to the breaching
Party. After delivering such default notice, breaching Party shall be in default under this Agreement
and the aggrieved Party may institute such proceedings as may be necessary or desirable in its opinion
to compel the defaulting Party to cure and remedy such default or breach (which remedies shall
include, but are not limited to, specific performance).
To the extent that an obligation of a Party is subject to Force Majeure as provided herein, if a
Force Majeure (as such term is defined below) event causes the failure, that Party shall receive an
additional period of time as is reasonably necessary to perform or observe the obligation in light
of the event if it notifies the other of the potential event and the extent of the delay promptly after
becoming aware of the event. As used herein, “Force Majeure” means the following: acts of God;
acts of public enemies; orders or restraints of any kind of the government of the United States or
of the State or any of their departments, agencies, political subdivisions or officials, or any civil or
military authority; insurrections; nuclear accidents; pandemics; fires; restraint of government and
people; explosions; failure by City Council to appropriate an installment of the Economic
Development Grant; and, as they relate to those particular improvements, force majeure acts or
conditions claimed by the applicable contractor under the construction contract(s) for Riverview
Village or the Public Improvements.
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(h) Executed Counterparts. This Agreement may be executed in several counterparts
(including electronically executed counterparts), each of which shall be deemed to constitute an
original, but all of which together shall constitute but one and the same instrument. Executed
copies hereof may be delivered by facsimile or email of a PDF document, and, upon receipt, shall
be deemed originals and binding upon the signatories hereto. 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 council member, officer,
commissioner, board member, agent or employee of the City other than in his or her official
capacity, and neither the members of the legislative body of the City, nor any City or Developer
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 Developer contained in this Agreement.
(j) Negotiated Provisions. This Agreement shall not be construed more strictly against
a party by virtue of the fact that a contract may be more strictly construed against the party
preparing the contract, it being understood and agreed that both the City and the Developer have
equally negotiated the provisions hereof and contributed substantially and materially to the
preparation of this Agreement.
(k) 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 Developer, 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. This Agreement
shall not be construed more strictly against one Party than against another merely by virtue of the
fact that it may have been prepared by counsel for one of the Parties, it being acknowledged that
each Party has contributed substantially and materially to the preparation of this Agreement.
(l) 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.
(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, and shall be deemed received upon actual receipt,
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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
5555 Perimeter Drive
Dublin, Ohio 43017
Attention: City Manager
(ii) the Developer at: CSD Dublin LLC
_______________
Dublin, Ohio ______
Attention: _________
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) No Offer Until Executed and Delivered. The submission of this Agreement to the
Developer for examination or consideration does not constitute an offer to sell or lease the Property
and this Agreement shall become effective, if at all, only upon the full execution and delivery
thereof by the Developer and the City.
(p) 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.
(q) Severability. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a court to be invalid or unenforceable, that
determination shall not affect any other provision, covenant, obligation or agreement, each of
which shall be construed and enforced as if the invalid or unenforceable portion were not contained
herein. That invalidity or unenforceability shall not affect any valid and enforceable application
thereof, and each such provision, covenant, obligation or agreement shall be deemed to be
effective, operative, made, entered into or taken in the manner and to the full extent permitted by
law.
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25 North St
Matt Davis
43017
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(r) Survival. All representations and warranties of the Parties in this Agreement shall
survive the execution and delivery of this Agreement. The respective rights and obligations of the
parties shall survive the Closing of the transactions contemplated in this Agreement.
(s) No Debt. Notwithstanding any other provision of this Agreement, the obligations
of the City hereunder requiring expenditure of funds to perform those obligations are subject to
appropriation by City Council of funds necessary to perform those obligations and do not
constitute an indebtedness of the City within the provisions and limitations of the laws and the
Constitution of the State of Ohio, and neither the Developer nor any other party has the right to
have taxes or excises levied by the City for the payment or performance of its obligations
hereunder.
(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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S-1
IN WITNESS WHEREOF, the City and the Developer have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first written above.
CITY OF DUBLIN, OHIO
By:
Printed: Megan D. O’Callaghan
Title: City Manager
Approved as to Form:
By:
Printed:
Title: Assistant Director of Law
CSD DUBLIN LLC
By:
Printed:
Title:
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Managing Member
Matt Davis
Phil Hartmann
A-1
EXHIBIT A
DEPICTION OF WEST PARCEL 1, WEST PARCEL 2,
WEST PARCEL 3, EAST PARCEL 1 AND EAST PARCEL 2
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B-1
EXHIBIT B
PRELIMINARY DEVELOPMENT PLAN FOR RIVERVIEW VILLAGE
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C-1
EXHIBIT C
INSURANCE REQUIREMENTS
The Developer shall maintain, at its own expense, the following minimum insurance
coverages of the types and in the amounts described below that are applicable to the scope of work
being performed:
1. Workers’ Compensation and Employer’s Liability Insurance. The Developer must
carry Workers’ Compensation Insurance (including occupational disease) in compliance with
Workers’ Compensation statutes of any applicable jurisdiction in which the work is to be
performed. For the attainment of Workers’ Compensation in monopolistic states, including Ohio,
coverage must be secured through the state fund. If the Developer is a qualified self-insurer in
compliance with the laws of the state, this is also acceptable. A certificate of compliance from the
appropriate Workers’ Compensation Bureau or Board must be provided with the certificate of
insurance.
The Developer must also carry Employer’s Liability Insurance with minimum limits of $500,000
each accident; $500,000 for disease (per employee); and $500,000 for disease (policy limit). This
policy must include Ohio “Stop Gap” coverage.
2. Commercial General Liability Insurance. The Developer must carry Commercial
General Liability Insurance (“CGL”) written on ISO form CG 00 01 10 01 (or its equivalent) with
limits of $1,000,000 per occurrence and $2,000,000 in the aggregate. The general aggregate limit
shall apply separately to this Project. The City (including its council members, employees and
volunteers) must be named as an additional insured on the CGL for liability arising out of the acts
or omissions of the Developer, including coverage for liability arising out of products and
completed operations. The coverage afforded to the City shall be primary to any other insurance
carried by the City, and the City’s coverage shall not contribute to any loss made pursuant to this
coverage grant. Commercial General Liability coverage (including the City’s status as additional
insured) shall be maintained for at least two years after completion of the Developer’s work
performed under the Development Agreement.
3. Commercial Auto Liability Insurance. The Developer shall carry Commercial
Automobile Liability Insurance covering all owned, leased and non-owned vehicles used in
connection with the work to be performed under the Development Agreement, with limits of not
less than $1,000,000 combined single limit per accident for bodily injury and property damage.
The City shall be afforded coverage under this policy for any liability arising out of the acts or
omissions of the Developer.
4. Excess/Umbrella Insurance. The Developer shall carry Commercial Excess or Umbrella
Liability Insurance over the Commercial General Liability, Employer’s Liability and Commercial
Automobile Liability policies in the amount of $2,000,000 combined single limit. The
Excess/Umbrella policy is subject to all requirements of the underlying policies as set forth herein.
5. Builders’ Risk Insurance. The Developer shall provide and maintain, during the progress
of the work and until completion of the Private Improvements, a Builder’s Risk Insurance policy
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to cover all work in the course of construction including falsework, temporary buildings,
scaffolding, and materials used in the construction process (including materials designated for the
project but stored off site or in transit). The coverage shall equal the total completed value of the
work and shall provide recovery at replacement cost.
a. Such insurance shall be on a special cause of loss form, providing coverage on an
open perils’ basis insuring against the direct physical loss of or damage to covered property,
including but not limited to theft, vandalism, malicious mischief, earthquake, tornado, lightning,
explosion, breakage of glass, collapse, water damage and testing/startup.
b. Coverage shall include coverage for “soft costs” (costs other than replacement of
building materials) including, but not limited to, the reasonable extra costs of the architect/engineer
and reasonable Developer extension or acceleration costs. This coverage shall also include the
reasonable extra costs of expediting temporary and permanent repairs to, or permanent
replacement of, damaged property. This shall include overtime wages and the extra cost of express
or other means for rapidly transporting materials and supplies necessary to the repair or
replacement.
c. The Builder’s Risk deductible may not exceed $5,000. The Developer or
subcontractor experiencing any loss claimed under the Builder’s Risk policy shall be responsible
for that loss up to the amount of the deductible.
d. If the Developer is involved solely in the installation of material and equipment and
not in new building construction, the Developer shall provide an Installation Floater policy in lieu
of a Builder’s Risk policy. The policy must comply with the provisions of this Section 5.
6. Pollution Liability Insurance. The Developer shall purchase and maintain pollution
liability coverage of at least $1,000,000 per occurrence. This policy shall cover property damage,
bodily injury and cleanup/pollution remediation costs caused by a pollution event and otherwise
excluded under the Developer’s Commercial General Liability policy. The City shall be afforded
protection under this policy as an additional insured, including coverage for claims arising out of
the Developer’s products and completed operations.
7. This Section is Intentionally Left Blank.
8. Railroad Protective Liability Insurance. If the work is being performed within 50 feet
of a railroad, the Developer shall maintain Railroad Protective Liability insurance coverage with
limits of $2,000,000 per occurrence and $6,000,000 in the aggregate. The Developer shall name
the City and the affected railroad as additional insured(s) on such policy for liability arising out of
work performed under the Agreement.
9. Requirements Common to All Policies.
a. The Developer shall be solely responsible for reimbursing any deductible amount
to the insurer, even if payment is being made on behalf of the City as an additional insured on the
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Developer’s policy. Any deductibles or self-insured retentions in excess of $5,000 must be
disclosed and approved in writing by the City.
b. The Developer waives all rights of recovery it may otherwise have against the City
(including its council members, employees and volunteers) to the extent the damages are covered
by any of the Developer’s insurance policies.
c. All insurance required hereunder shall be placed with insurers that have a minimum
A.M. Best’s rating of A-/X and shall be licensed, admitted insurers authorized to do business in
the State of Ohio.
d. A certificate(s) of insurance showing that the Developer’s insurance coverages are
in compliance with the insurance requirements set forth herein must be completed by the
Developer’s insurance agent, broker, or insurance company as of the Closing. All certificates
(other than Ohio Workers’ Compensation) shall provide for thirty (30) days’ written notice to the
City prior to cancellation or non-renewal of any insurance referred to therein. The certificate shall
reference the City’s status as an additional insured with primary/noncontributory coverage under
both the General Liability and Auto policies.
e. Failure of the City to obtain certificate(s) or other evidence of full compliance with
these insurance requirements (or failure of the City to identify and/or object to a deficiency in the
certificate(s) that is/are provided by the Developer) shall not be construed as a waiver of the
Developer’s obligations to maintain such insurance. The City shall have the right, but not the
obligation, to prohibit the Developer from beginning performance under the Development
Agreement until such certificates or other evidence that insurance has been placed in complete
compliance with the above insurance requirements is received and approved by the City. The
Developer shall provide certified copies of all insurance policies required above within ten (10)
days of written request from the City.
f. By requiring insurance herein, the City does not represent that coverage and limits
will necessarily be adequate to protect the Developer, and such coverage limits shall not be deemed
as a limitation on the Developer’s liability under the indemnities granted to the City.
g. Any subcontractors engaged by the Developer to perform the work shall comply
with these insurance and indemnification provisions and shall provide primary/noncontributory
coverage to the City as set forth herein.
h. A capitalized term not otherwise defined herein shall have the same meaning as is
ascribed to it in the Agreement.
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