Ordinance 080-15Legal Blank, Inc.
80 -15
Ordinance No.
RECORD OF ORDINANCES
Form No.30043
Passed . 20.
AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN
INCENTIVES TO XPO INTERMODAL SOLUTIONS, INC. TO
INDUCE IT TO RETAIN AND EXPAND AN OFFICE AND ITS
AFFILIATED ENTITIES, ASSOCIATED OPERATIONS AND
WORKFORCE WITHIN THE CITY, AND AUTHORIZING THE
EXECUTION OF AN ECONOMIC DEVELOPMENT AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy (the "Strategy
approved by Dublin City Council Resolution No. 07 -94 adopted on June 20, 1994, and
the updated Strategy approved by Dublin City Council Resolution No. 30 -04 adopted on
July 6, 2004, the City desires to encourage commercial office development and create
and preserve jobs and employment opportunities within the City; and
WHEREAS, XPO Intermodal Solutions, Inc. (the "Companjl� recently performed a
comprehensive examination of its workforce needs, and based on the results of this
examination, and induced by and in reliance on the economic development incentives
provided in the proposed Economic Development Agreement (as described below), the
Company is desirous of leasing a facility within the City to retain and expand an office
and its and its affiliated entities associated operations and workforce within the City in
order to achieve the payroll withholding targets set forth in the Economic Development
Agreement; and
WHEREAS, this Council has determined that it is necessary and appropriate and in the
best interests of the City to provide for certain economic development incentives to the
Company, as described in the proposed Economic Development Agreement; and
WHEREAS, this Council has determined to offer the economic development incentives,
the terms of which are set forth in a substantially final form of Economic Development
Agreement presently on file in the office of the Clerk of Council, to induce the Company
to lease a facility and retain and expand an office and its and its affiliated entities
associated operations and workforce, all within the City, which will result in the retention
and creation of new jobs and employment opportunities, thereby improving the
economic welfare of the people of the State of Ohio and the City, all as authorized in
Article VIII, Section 13 of the Ohio Constitution.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, of the elected members concurring, that:
If
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 lease a facility within the City for the retention and
expansion of an office and its and its affiliated entities associated operations and
workforce within the City, which will result in the retention and creation of new jobs and
employment opportunities, is hereby approved and authorized with changes therein not
inconsistent with this Ordinance and not substantially adverse to this City and which shall
be approved by the City Manager. The City Manager, for and in the name of this City, is
hereby authorized to execute that Economic Development Agreement, provided further
that the approval of changes thereto by that official, and their character as not being
substantially adverse to the City, shall be evidenced conclusively by the execution
thereof. This Council further authorizes the City Manager, for and in the name of the
City, to execute any amendments to the Economic Development Agreement, which
amendments are not inconsistent with this Ordinance and not substantially adverse to
this City.
Section 2. This Council further hereby authorizes and directs the City Manager, the
Director of Law, the Director of Finance, the Clerk of Council, or other appropriate
officers of the City to prepare and sign all agreements and instruments and to take any
other actions as may be appropriate to implement this Ordinance.
RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
80 -15
Ordinance No.
Page 2 of 2
Passed , 20
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:
Gi4o-r - Presiding Officer
Attest:
Clerk of Council
Passed: ��C�/ 2015
Effective: -h11heV � 2015
City of Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: October 22, 2015
Initiated By: Jeremiah Gracia, Economic Development Administrator
Memo
Re: Ordinance 80 -15 - Economic Development Agreement with XPO Intermodal
Solutions, Inc.
Background
Staff has been in discussions with XPO Intermodal Solutions, Inc. (XPO Logistics) regarding the
retention and expansion of the company's Dublin headquarters. The company's expansion plans
include the addition of 70 new jobs to the Dublin headquarters. The retention and expansion
project is in competition with other Central Ohio office locations and the State of North Carolina.
The project will also retain 380 current employees.
XPO Logistics, Inc. (NYSE:XPO) is a top ten global provider of cutting -edge supply chain solutions
to the most successful companies in the world. The company provides high - value -add services for
truck brokerage and transportation, last mile logistics, intermodal, contract logistics, ground and
air expedite, drayage, global forwarding and managed transportation. XPO serves more than
30,000 customers with a highly integrated network of over 54,000 employees and 887 locations in
27countries.
The Economic Development Agreement proposed by the City to XPO Logistics includes a five -year,
10% Performance Incentive on withholdings collected (2016 - 2020), that is capped at $250,972 for
the term of the agreement. In consideration, XPO Logistics agrees to retain 380 jobs and create
70 new jobs in Dublin. The company is also required to sign a lease for an office location in the
City of Dublin through at least the end of 2022. The company must reach predetermined annual
withholdings targets to qualify for these performance incentives.
The City estimates it would net approximately $2,030,588 in income tax withholdings over the
agreement's five -year term.
Recommendation
Staff recommends Council passage of Ordinance 80 -15 at the second reading /public hearing on
November 2, 2015. Please contact Jeremiah Gracia with any questions.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the Agreement') is made and entered into this
day of 2015, 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 XPO INTERMODAL SOLUTIONS, INC., an Ohio corporation (the
"Company" and together with the City, the "Parries "), under the circumstances summarized in the
following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by
Dublin City Council Resolution No. 07 -94 adopted on June 20, 1994, and the updated Strategy
approved by Dublin City Council Resolution No. 30 -04 adopted on July 6, 2004, the City desires to
encourage commercial office development and create and preserve jobs and employment
opportunities within the City; and
WHEREAS, based on the results of the Company's recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, the Company desires to retain and expand an office and its and its Affiliated
Entities' (as defined below) associated operations and workforce within the City; and
WHEREAS, pursuant to Ordinance No. -15 passed on , 2015 (the
"Ordinance "), the City has determined to offer the economic development incentives described
herein to induce the Company to lease a facility within the City for the retention and expansion of
an office and its and its Affiliated Entities' associated operations and workforce within the City,
which will result in the retention and creation of new jobs and employment opportunities to improve
the economic welfare of the people of the State of Ohio and the City, all as authorized in Article
VIII, Section 13 of the Ohio Constitution; and
WHEREAS, the City and the Company have determined to enter into this Agreement to
provide these incentives in order to induce the Company to lease a facility and retain and expand
its and its Affiliated Entities' operations and workforce, all within the City;
Now THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Companv's Agreement to Lease a Facilitv and Retain and Expand Its and Its
Affiliated Entities' Operations and Workforce Within the City. In consideration for the economic
development incentives to be provided by the City herein, the Company agrees that it will lease a
facility within the City for the retention and expansion of an office and its and its Affiliated Entities'
associated operations and workforce within the City, all consistent with the terms of this Agreement.
The Company and its Affiliated Entities expect to retain Three Hundred Eighty (380) existing
employee positions within the City. The Company and its Affiliated Entities also expect to create
Seventy (70) new employee positions within the City by December 31, 2022. The total estimated
payroll withholdings for existing and new employee positions is estimated to be Two Million Two
SPB #010- 8151- 3924v5: 10 -19 -2015
Hundred Eighty -One Thousand Five Hundred Sixty and 00 /100 Dollars ($2,281,560.00) over the
term of this Agreement. The Company agrees that the City's obligations to remit payments pursuant
to Section 2 of this Agreement shall be contingent upon (a) the Company delivering to the City afully
executed copy of an agreement evidencing the Company's lease of a facility within the City for a
minimum term of seven (7) consecutive years (from 2016 through 2022) (the "Lease ") and (b) such
other conditions as are set forth in Section 2.
Section 2. Citv Agreement to Provide Incentives.
(a) General. In consideration for the Company's agreement to execute the Lease for the
retention and expansion of an office and its and its Affiliated Entities' associated operations and
workforce within the City, the City agrees to provide economic development incentives to the
Company in accordance with this Section.
(b) Workforce Creation Incentive.
(i) Calculation of Actual Pavroll Withholding Taxes. On or before March 15 of
each of the years 2017 through 2021, the City shall calculate the actual payroll withholding
taxes collected and received during the then preceding calendar year and in respect of that
preceding calendar year by the City from all Employees (as defined below). For purposes of
that calculation, the Company acknowledges and agrees that the total amount of actual payroll
withholding taxes in respect of any calendar year shall be determined based solely upon the
amount of payroll withholding tax payments actually received by the City from the Company
or an Affiliated Entity during that calendar year. The Company agrees that the determination
of whether to include in such calculation any amount received by the City in respect of any
calendar year but following the conclusion of that calendar year, shall be solely within the
discretion of the City. For purposes of this Section 2, "Employees" shall include only those
individuals employed by the Company or any of its Affiliated Entities and working within the
City. For purposes of this Agreement, `Affiliated Entity" or Affiliated Entities" shall mean
any entity listed on EXHIBIT A 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 not listed on EXHIBIT A shall not be included
in the computations described in this Section 2 until such time as EXHIBIT A shall have been
revised in writing by the Company to include the name of the Affiliated Entity and that
Entity's Employer ID Number, and such revision shall have been approved in writing by the
City, which approval shall not be unreasonably conditioned, delayed or withheld.
(ii) Information Relating to Employees. The Company agrees that, in accordance
with 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 Employer Identification
Number is 31- 1107151. The Company agrees that if the Employer Identification Number
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changes at any time during the term of this Agreement, the Company will notify the City of
such change, including the new Employer Identification Number, within thirty (30) days of
the occurrence of such change.
(iv) Annual Incentive Payments to the Company. If the actual payroll withholding
taxes collected and received by the City pursuant to subsection 2(b)(i) during the then
preceding calendar year and in respect of that preceding calendar year from all Employees,
net of refunds (such amount being referred to as the Actual Withholdings'), equal or exceed
the Target Withholdings (as defined in subsection 2(b)(v)) for that preceding calendar year,
the City shall, on or before April 15 of the then current calendar year, pay to the Company,
solely from nontax revenues (as defined in subsection 2(d)), an amount equal to the product
of (A) the Actual 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 subsection 2(b) to remit an
Annual Incentive Payment to the Company in excess of the Annual Cap (as defined in
subsection 2(b)(v)) in any calendar year, and (2) the aggregate amount of all Annual Incentive
Payments remitted pursuant to this subsection 2(b) by the City to the Company shall not
exceed Two Hundred Fifty Thousand Nine Hundred Seventy -Two and 00 /100 Dollars
($250,972.00).
(v) Target Withholdings and Annual Cap. The Target Withholdings and Annual
Cap for each of the calendar years 2016 through 2020 shall be:
Calendar Year
Target Withholdings
Annual Cap
2016
$436,712
$48,038
2017
446,512
49,116
2018
456,312
50,194
2019
466,112
51,272
2020
475,912
52,350
(vi) Forfeiture of Right to Receive Workforce Creation Incentive Payment. The
Company agrees and acknowledges that Annual Incentive Payments provided for in
subsection 2(b) are being made by the City to the Company in consideration for the
Company's agreement to execute the Lease for the retention and expansion of an office and
its and its Affiliated Entities' associated operations and workforce within the City and to
create additional employment opportunities, all within the City. The Company further agrees
that if the Target Withholdings requirement is not met for any given calendar year as set forth
in subsection 2(b)(v), the City shall not be obligated to make an Annual Incentive Payment 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.
S P B #010 - 8151- 3924v5: 10 -19 -2015 - 3 -
(c) 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.
(d) 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 except that the Company may assign this Agreement to an Affiliated
Entity without the City's consent.
(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) Company's Obligations. All obligations of the Company under this Agreement may
be satisfied by any combination of the Company and any Affiliated Entity; provided, however, Actual
Withholdings in any calendar year shall not include those actual payroll withholding taxes collected
and received by the City during such calendar year which are received (net of refunds) in respect of
any person if (i) such person was employed in the City by an Affiliated Entity immediately preceding
the occurrence of the event resulting in the recognition of such Entity as an Affiliated Entity or (ii)
S P B #010- 8151- 3924v5: 10 -19 -2015 - 4 -
the actual withholdings of such person were used in such calendar year in the computation of another
income -tax based incentive similar to the incentives provided for herein. The Company represents
that as of the date of this Agreement, there are no persons currently employed within the City by any
Affiliated Entity which are not identified on EXHIBIT A.
(e) 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.
(f) 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
(g) 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.
(h) 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, including, but not
limited to, proceedings to compel specific performance by the defaulting Party.
(i) 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.
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(j) Extent of Covenants: No Personal Liability. All covenants, obligations an d
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 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.
(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
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.
(1) 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 avalid and binding obligation of
the Parties, enforceable in accordance with its terms.
(m) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall 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.
(n) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or if hand - delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
requested, addressed to the other Party at the address set forth in this Agreement or any addendum to
or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:
(i) the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016 -7295
Attention: Economic Development Director
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(ii) the Company at: XPO Intermodal Solutions, Inc.
Dublin, Ohio 4301
Attention: Director of Taxes
E -mail: contracts xpo.com
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.
(o) 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.
(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.
(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) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person (other than an Affiliated Entity) any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first written above.
Approved as to Form:
C
Printed: Stephen J. Smith
Title: Director of Law
CITY OF DUBLIN, OHIO
MM
Printed: Dana L. McDaniel
Title: City Manager
RPO INTERMODAL SOLUTIONS, INC.
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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 2015 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: .2015
Angel L. Mumma
Director of Finance
City of Dublin, Ohio
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EXHIBIT A
LIST OF AFFILIATED ENTITIES
Full Company Name F
FEIN
XPO Logistics, Inc. 0
03- 0450326
New Breed Moving Corp. 1
11- 2240820
XPO Logistics Supply Chain Corporate Services, Inc. 1
11- 2874859
XPO Logistics Supply Chain Holding Company 1
11- 3752280
XPO Customs Clearance Solutions, Inc. 1
13- 2637752
XPO Ocean World Lines, Inc. 1
13- 3002217
S &H Transport, Inc. 2
20- 0259932
S &H Leasing, Inc. 2
20- 0266746
XPO NLM, LLC 2
20- 0927207
XPO Last Mile, Inc. 2
20-3735108
XPO Fleet Services, Inc. 2
20- 4706463
3PD Holding, Inc. 2
20-5894130
XPO Transport, LLC 2
20- 8013832
XPO Stacktrain, LLC 2
20- 8510744
XPO Logistics Supply Chain of New Jersey, Inc. 2
22- 3487216
XPO Global Forwarding, Inc. 2
26- 1750262
Bounce Logistics, Inc. 2
26- 1750483
Pacer Container Line, Inc. 2
26- 1916441
CTP Leasing, Inc. 2
26- 3423980
XPO NLM, Inc. 2
27- 0444237
Pacer Services, Inc. 2
27- 1475753
Simply Logistics Inc. d/b /a Atlantic Central Logistics 2
27- 2121355
OWL Air, Inc. 2
27- 2559294
XPO Logistics Supply Chain of South Carolina, LLC 2
27- 3366481
XPO Intermodal, Inc. 6
62- 0935669
3PDIC,Inc. 3
32- 0134738
ALC Insurance Group, Ltd. 3
32- 0134738
XPO Express, Inc. 3
38- 2866259
Jacobson Transportation Company Inc 4
42- 1286655
Jacobson Logistics Company Inc 4
42- 1313576
Jacobson Warehouse Company Inc 4
42- 1399841
Jacobson Packaging Company LC 4
42- 1470051
Jacobson Staffing Company LC 4
42- 1482589
XPO Logistics Supply Chain of Texas, LLC 4
45- 3990008
XPO Dedicated, LLC 4
46- 1378340
XPO Air Charter, LLC 4
46-1975157
BTTS Holding Corporation 4
46- 3045893
BTTS Intermediate Holding Corporation 4
46- 3046002
XPO Drayage, Inc. 4
46- 3059692
XPO AQ, Inc. 4
46- 3226109
XPO Logistics Supply Chain eCommerce, Inc. 4
46- 3972904
BTTS Insurance Risk Retention Group, Inc. 4
47- 1685670
Greenwich AQ Corp. 4
47- 2889578
XPO Cartage, Inc. 5
52- 2090059
Rail to Rail Transport, Inc. 2
20- 4706463
XPO Logistics, LLC 8
80-0774006
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