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HomeMy WebLinkAboutOrdinance 28-26RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S 28-26 Ordinance No.—————__. Passed. , AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES TO RUSCILLI CONSTRUCTION CO. LLC TO INDUCE IT TO PURCHASE AN OFFICE BUILDING FOR THE RELOCATION OF THE COMPANY’S EXISTING OFFICE AND THE EXPANSION OF THAT OFFICE 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, Ruscilli Construction Co. 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 proposed Economic Development Agreement (as described below), the Company is desirous of relocating an existing office from within the City to a new office within the City, which will result in the retention of existing and 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 purchase an existing office building for the relocation of the Company’s existing office within the City and the future expansion of that new office and its associated operations and workforce within the City, which will result in the retention of existing and creation of new jobs and employment opportunities, thereby improving the economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, 1 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 purchase an existing office building for the relocation of the Company’s existing office within the City and the future expansion of that new office and its associated operations and workforce within the City, which will result in the retention of existing and creation of new jobs and employment opportunities, is hereby approved and authorized with changes therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by the City Manager. The City Manager, for and in the name of this City, is hereby authorized to execute that Economic Development Agreement, provided further that the approval of changes thereto by RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S 28-26 Page 2 Ordinance No, ———____ Passed. 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. 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: fA. Mayor - Presiding Officer Attest: rk of ncil Passed: [Thus ZL, 2026 Effective: Jane ZG , 2026 To: Members of Dublin City Council From: Megan O’Callaghan, City Manager Date: May 5, 2026 Initiated By: Jeremiah Gracia, CEcD, Director of Economic Development Abby Falcone, OhioCED, Economic Development Administrator Re: Ordinance 28-26 – Economic Development Agreement with Ruscilli Construction Co., LLC Background Ruscilli Construction Co., LLC is a total building resource, with services including pre-construction, program management, construction management, design & build, design & assist, general contracting, trades contracting, and construction consulting. Founded in 1945, Ruscilli Construction Co., LLC now serves a variety of markets, from commercial office buildings to affordable housing. Ruscilli Construction Co., LLC is currently headquartered in Dublin and plans to expand operations to a new facility in Dublin. The Economic Development Agreement proposed by the City to Ruscilli Construction Co., LLC includes a five-year, 10% Performance Incentive on withholdings collected on its employees (2027- 2031), that is capped at $185,000 for the term of the agreement. Additionally, this Economic Development Agreement includes a Location Grant payment of $50,000 for the purpose of purchasing a building within the City of Dublin, and related renovation expenses. The grant payment and the performance incentive are contingent upon Ruscilli Construction Co., LLC providing documentation of an executed purchase agreement for a facility within Dublin by November 4, 2026, receiving an occupancy permit by June 1, 2027, and occupying the facility by November 4, 2027. The project expects to retain one hundred twenty (120) employees and create twenty-six (26) employee positions within the City by December 31, 2032. Based on the company’s payroll projections, it is estimated that the City will receive approximately $2,147,000 in additional income tax withholding revenue over the term of this project. Recommendation Staff recommend Council passage of Ordinance 28-26 on May 26, 2026. Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017 Phone: 614.410.4400 Memo ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this _____ day of __________, 2026 (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 RUSCILLI CONSTRUCTION CO. LLC, an Ohio corporation (the “Company” and together with the City, the “Parties”), under the circumstances summarized in the following recitals. RECITALS: WHEREAS, consistent with its Economic Development Strategy 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, based on the results of the Company’s recent comprehensive examination of workforce needs, and induced by and in reliance on the economic development incentives provided in this Agreement, the Company desires to purchase an office building (the “Office Building”) located within the City, and which the Office Building will accommodate the relocation of the Company’s existing office within the City and the future expansion of that new office and its associated operations and workforce, all within the City; and WHEREAS, pursuant to Ordinance No. ___-26 passed on __________, 2026, the City has determined to offer the economic development incentives described herein to induce the Company to purchase the Office Building to accommodate the relocation of the Company’s existing office within the City and the future expansion of that new office and its associated operations and workforce within the City, which will result in the retention of existing and creation of new jobs and employment opportunities to improve the economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; and WHEREAS, the City and the Company have determined to enter into this Agreement to provide these incentives in order to induce the Company to purchase the Office Building for the relocation of the Company’s existing office within the City and the future expansion of that new office and its associated operations and workforce, all within the City; NOW THEREFORE, in consideration of the foregoing, the promises contained herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the City and the Company agree and obligate themselves as follows: - 2 - Section 1. Company’s Agreement to Purchase the Office Building to Relocate the Company’s Existing Office within the City and Expand that New Office and its Associated Operations and Workforce Within the City. (a) Anticipated Retained and New Employees and Withholdings. In consideration for the economic development incentives to be provided by the City herein, the Company agrees that it will purchase the Office Building to relocate the Company’s existing office within the City and to expand that new office and its associated operations and workforce within the City, all consistent with the terms of this Agreement. The Company expects to retain one hundred twenty (120) existing employee positions within the City. The Company also expects to create twenty-six (26) new employee positions within the City by December 31, 2032. The total estimated payroll withholdings for the retained and new employee positions is estimated to be approximately Two Million One Hundred Forty-Seven Thousand Dollars ($2,147,000) from January 1, 2027 through December 31, 2032. (b) Purchase of Office Building. 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 Company delivering to the City a photocopy of a fully executed agreement (the “Purchase Agreement”), which may be partially redacted to protect sensitive financial information, evidencing the Company’s purchase of the Office Building, provided that the purchase of the Office Building will have been completed no later than November 4, 2026, and such Office Building will accommodate the relocation of the Company’s existing office within the City and the expansion of the Company’s associated operations and workforce within the City, (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 Office Building, (iii) the Company occupying the Office Building and (iv) such other conditions as are set forth in this Section 1 and in Section 2; provided, however, and notwithstanding any provision herein to the contrary, if the Company shall, after having acted in good faith, fail to deliver the Purchase Agreement, receive the Certificate of Occupancy or occupy the Office Building, each within the respective periods set forth in Sections 3(s)(i), 3(s)(ii) and 3(s)(iii), (A) this Agreement will terminate without such failure constituting a breach by the Company, (B) the City’s obligation to remit the Retention Incentive Payment or any Annual Incentive Payment will be terminated and (C) 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 purchase the Office Building to accommodate the relocation of the Company’s existing office within the City and the future expansion of that new office and its associated operations and workforce within the City, the City agrees to provide economic development incentives to the Company in accordance with this Section. (b) Retention Incentive Payment. (i) Retention Incentive Payment to the Company. The Company agrees to purchase the Office Building for the relocation of the Company’s existing office (from within the City) and the future expansion of that new office and its associated operations and - 3 - workforce within the City. In consideration of the Company’s agreement to purchase the Office Building for the relocation of the Company’s existing office within the City and the future expansion of that new office and its associated operations and workforce within the City, and subject to the Company’s compliance with the requirements set forth in Sections 1(b)(i) through (iv) and Section 2(d), the City agrees to pay to the Company, solely from Nontax Revenues (as defined in Section 2(f)), a retention incentive payment (the “Retention Incentive Payment”) in the amount of Fifty Thousand and 00/100 Dollars ($50,000.00), payable to the Company no later than sixty (60) days following the date on which the City shall have reasonably determined (which determination will not be unreasonably conditioned, delayed, or withheld by the City) that all of the conditions set forth in Sections 1(b)(i) through (iv) shall have been satisfied; provided that, no payment shall be required to be made pursuant to this Section 2(b)(i) prior to February 28, 2027. The Company agrees that the Retention Incentive Payment will be used to pay the construction costs related to the renovation of the Office Building, or to reimburse the Company for such costs, as may be required to meet the specific use requirements of the Company. (ii) Forfeiture of Right to Receive Retention Incentive Payment. The Company agrees and acknowledges that the Retention Incentive Payment provided for in Section 2(b)(i) is being made by the City to the Company in consideration for the Company’s agreement to purchase the Office Building for the relocation of the Company’s existing office (from within the City) and the future expansion of that new office and its associated operations and workforce within the City. The Company further agrees that if the requirements of Section 2(b)(i) are not satisfied, the City shall not be obligated to remit the Retention Incentive Payment to the Company as required by this Section 2(b). (c) Workforce Creation Incentive. (i) Calculation of Net Payroll Withholdings. On or before March 15 of each of the years 2028 through 2032, 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 during the then preceding calendar year. For purposes of this Section 2, “Employees” shall include only those individuals employed by the Company and subject to withholding for the City’s municipal income tax, and “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. - 4 - 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 __________. 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), if the Net Payroll Withholdings equal or exceed the Target Withholdings (as defined in Section 2(c)(v)) for that preceding calendar year, the City shall, on or before April 15 of the then current calendar year, pay to the Company, solely from nontax revenues (as defined in Section 2(f)), an amount equal to the product of (A) the Net Payroll Withholdings for that preceding calendar year multiplied by (B) ten percent (10%) (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 Hundred Eighty-Five Thousand and 00/100 Dollars ($185,000.00). (v) Target Withholdings and Annual Cap. The Target Withholdings and the Annual Cap for each of the calendar years 2027 through 2031 shall be as follows: Calendar Year Target Withholdings Annual Cap 2027 $331,891 $35,000 2028 341,848 36,000 2029 352,103 37,000 2030 362,666 38,000 2031 373,546 39,000 (vi) Forfeiture of Right to Receive Annual Incentive Payments. The Company agrees and acknowledges that the Annual Incentive Payments provided for in Section 2(c)(iv) are being made by the City to the Company in consideration for the Company’s agreement to purchase the Office Building for the relocation of the Company’s existing office (from within the City) and the future expansion of that new office and its associated operations and workforce within the City. The Company further agrees that if the Target Withholdings requirement is not met for any given calendar year as set forth in Section 2(c)(v), the City - 5 - shall not be obligated to make an Annual Incentive Payment to the Company for the calendar year in respect of which the Target Withholdings requirement was not satisfied. Failure to satisfy the Target Withholdings requirement in respect of any one calendar year does not prohibit the Company from receiving an Annual Incentive Payment for any subsequent calendar year in respect of which the Target Withholdings requirement is satisfied. (d) Filing of Municipal Income Tax Returns and Remission of Related Taxes. (i) Filings and Payment. (A) Direct Filings and Payments. The Company agrees that it 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 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 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 2031 (inclusive), the Company 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 Company shall forfeit its right to receive and the City shall not be obligated to remit any payment which the City might otherwise be required to pay pursuant to Sections 2(b) or 2(c)(iv) (each applicable payment being referred to as a “Required Payment”) in respect of that tax year. (C) Professional Employer Organizations. The Company further acknowledges that if in respect of any of the tax years 2027 through 2031 (inclusive), the Company engages a professional employer organization to provide for the (1) filing of the Company’s municipal income tax return or (2) remission of the Company’s municipal income tax payment, then notwithstanding Section 2(d)(ii), the Company shall forfeit its right to receive and the City shall not be obligated to remit any Required Payment in respect of that tax year. (ii) City’s Determination of Company’s Compliance. Not earlier than fifteen (15) days preceding the date on which the City is required to make a Required Payment to the Company, the City shall determine whether the Company is in full compliance with its obligation to remit municipal income taxes to the City pursuant to the Dublin City Code. If the City reasonably determines that the Company is not in full compliance, the City shall not be obligated to make the Required Payment on the required payment date and will promptly provide written notification of such determination to the Company. If within sixty (60) days following the date of the City’s written notification the City receives a payment from the - 6 - Company which the City reasonably determines will cause the Company to be in full compliance with its municipal income tax obligations pursuant to the Dublin City Code (including any applicable interest and penalties), the City will within fifteen (15) days of receipt of such payment remit to the Company the Required Payment. If, however, the Company fails to timely remit sufficient payment to the City in accordance with the preceding sentence, the City may in its sole discretion determine that the City’s obligation to remit such Required Payment is voided and that such Required Payment will not be made, and will promptly provide written notification to the Company of such determination. (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. (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. - 7 - (c) Captions. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. (d) Day for Performance. Wherever herein there is a day or time period established for performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday, then such time for performance shall be automatically extended to the next business day. (e) Economic Development Assistance Certification. The Company has made no false statements to the City in the process of obtaining approval of the incentives described in this Agreement. If any representative of the Company has knowingly made a false statement to the City to obtain the incentives described in this Agreement, the Company shall be required to immediately return all benefits received under this Agreement pursuant Ohio Revised Code Section 9.66(C)(2) and shall be ineligible for any future economic development assistance from the State, any State agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Company acknowledges that any person who provides a false statement to secure economic development assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to Ohio Revised Code Section 2921.13(F)(1), which is punishable by a fine of not more than $1,000 and/or a term of imprisonment of not more than six months. (f) Entire Agreement. This Agreement constitutes the entire Agreement between the Parties on the subject matter hereof and supersedes all prior negotiations, agreements and understandings, both written and oral, between the Parties with respect to such subject matter. This Agreement may not be amended, waived or discharged except in an instrument in writing executed by the Parties. (g) Events of Default and Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party hereto, such defaulting Party shall, upon written notice from any non-defaulting Party, proceed immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written notice from any non-defaulting Party commence its actions to cure or remedy said breach within said thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved non-defaulting Party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach. (h) Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute but one and the same instrument. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. (i) Extent of Covenants; No Personal Liability. All covenants, obligations and agreements of the Parties contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, officer, agent or employee of the - 8 - 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. (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: Ruscilli Construction Co. LLC 5815 Wall Street Dublin, Ohio 43017 Attention: Andrew Fredelake - 9 - The Parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices; certificates, requests or other communications shall be sent. (n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is intended to be exclusive of any other right or remedy, and each and every right or remedy shall be cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at any time upon the strict observance or performance of any of the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy or be construed as a waiver or relinquishment thereof. Every right and remedy given by this Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed expedient by the parties hereto, as the case may be. (o) Recitals. The Parties acknowledge and agree that the facts and circumstances as described in the Recitals hereto are an integral part of this Agreement and as such are incorporated herein by reference. (p) Reporting Requirements. The Company acknowledges that it is hereby advised by the City that certain accounting reporting requirements may obligate the City to treat and report payments remitted hereunder to the Company as 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) November 4, 2026, provided that as of that date the Company shall have theretofore failed to satisfy the requirements of Section 1(b)(i) (i.e., deliver the executed Purchase Agreement to the City), (ii) June 1, 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 Office Building), - 10 - (iii) November 4, 2027, provided that as of that date the Company shall have theretofore failed to satisfy the requirements of Section 1(b)(iii) (i.e., occupy the Office Building), or (iv) the date on which the final Annual Incentive Payment which the City is obligated to pay hereunder is received by the Company. (t) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK – SIGNATURE PAGE FOLLOWS) - 11 - 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 RUSCILLI CONSTRUCTION CO. LLC By: Printed: Andrew Fredelake Title: VP/ General Counsel - 12 - 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 2026 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: ____________, 2026 Matt Rubino Director of Finance City of Dublin, Ohio