Ordinance 017-16RECORD OF ORDINANCES
F.— Na_]MA
17 -16 P ... . . /_ .20
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES TO PETPEOPLE ENTERPRISES,
LLC TO INDUCE IT TO LOCATE AND EXPAND AN 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 (the "Straee_gy) 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, PetPeople Enterprises, 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 leasing a facility within the City to locate and expand an office and
its 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 locate and expand an office and its associated operations and
workforce, all within the City, 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, THX#EFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, -j /-- 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 lease a facility within the City for the location and
expansion of an office and its associated operations and workforce within the City, 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 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
RECORD OF ORDINANCES
Fodor W,
17 -16 vd„ ,d.df Page 2 of 2 .20
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 oyflinance shall be in full force and effect on the earliest date
ed by law. I
Lf ('( /�
Z�_�
Clerk of Council
Passed: O;Z . 2016
Effective: ��� a..� 2016
Ifih�nflFUhllH
Office of the City Manager
6200 Emerald Parkway m Dublin, OH 43017 -109p
Phoned 614 -410 -4400 s Fax 614- 410-4490 �'
io. Members of Dublin City Coun ' ,1 f ?
From Dana McDaniel, City Mana r � '
Date; April 7, 2015 `
Initiated By; Kyle Kridler, Economic Development Administrator
Rey Ordinance 17 -16 - Economic Development Agreement with PetPeaple, ��C
Background
Economic Development staff has been in discussions with PetPeaple, LLC about the relocation and
expansion of their corporate headquarters to Dublin. The company has outgrown its current awner-
occupied office located in Hilliard, and has been conducting a competitive real estate search in
several other Central Ohio communities
PetPeaple is a pet retail location for natural foods and quality supplies for dogs and cats. PetPeaple
currently has 28 locations throughout Ohio, Indiana, Michigan and Illinois, They will be opening an
additional three locations this summer, including two stores in North Carolina. PetPeaple is not only
passionate about serving their customers with high quality products, they are also active in the
community in their support to local non-profit animal related charities.
The project results in the relocation of 24 existing employees to Dublin and adding 10 new employees
bY the end of 2021 The company must sign a lease extension through at least 2021 at an office
location within the City of Dublin,
The Economic Development Agreement proposed by the City of Dublin to PetPeaple, LLC is a three -
year,lQ%Performance Incentive on withholdings collected for all employees (2017- 2019), that is
capped at $14,25a for the term of the agreement, The company will also utilise a $15,OQ0 location
grant to offset moving costs. In consideration, PetPeaple agrees to add 1a new jobs in Dublin by the
end of 2Q21, The company must sign a minimum five -year lease and reach predetermined annual
withholdings targets to qualify far these performance incentives
If PetPeaple extends their initialfive -year lease within the City of Dublin by an additional five years
before June 2a21, running through at least June 2Q26, the City will add an additional two-year
(2Q22- 2023)12% Performance Incentive on withholdings collected far all employees that is capped
at $15,2aa.
The City expects to net approximately $519,Q50 over the term,
Recommendation
Staff recommends Council passage of Ordinance 17 -16 at the second readingjpublic hearing on
April 25, 2016 Please contact Kyle Kridler with any questions,
0[UNUMlC DEVELOPMENT AGREEMENT
�|S�ONION1|C [)EY[01)Nif,,NTAciKGCN�T(the`Agremmen/) {umade and entered into (his
k�c°(2A/'`}. oonuniripo� c0rpnrmi�no du}y nzyaoiA au�vU�id)yox|o�in� uo�ur1�u (�ono|ituiinn
andi�C�ov/anfthc�iu1oO[()�io(\icu/y")0u�ii) uu1cr,on�PCl`PSOPLC}�Nl`BKPR{BBS`l.[[.
8o(}hinlinni1cd liability uonopony(ihc"(�uxg//»u�"on�k)�u��urvviL�tbc[itv,i�u``/\n'//ax,`),uo�or
the circumstances summarized in the following recitals,
KCC|?AL8�
WHEREAS, consistent with its DcununnicDevelopment Strategy (Uu'\�/ru/e*y^)upprnvud by
[}ub�in(�iiy(,uuoc(� �(cxo�u1ion��n. 07-q4»'6m�u�onJonu20, [4V4,3o� |�xuD�mtO� �b81OAy
op proved hy Dublin City Council RcSn|o|ion No, ]()'O4
adopted 80.|uly6.7UA4, the City desires |O
encourage oVnnnucncio| ofriuC dcvu/Opn1co1 and Co:o1m and preserve 'ohu and cmpinynocr8
lVHBK[AS` �onc� on \IV rc3u�|3 0ft�c [oolpouy`u oucuu| comprehensive examination nf
workforce needs, and induced by and in reliance ou the economic development incentives provided
jo1�i8/\�rconl�ni`L�u(�onnpuny �cyircu |n locu|000� uxpoo� uo 0f�cVon� oo8oCi�in� oponUi000
VVH1','KL48` pursuant to ()rdiuooCu No. -16 p8oScd on 2016 (the
|Ic Pi|y 11os 11uionnin�� Ln n[[�r i�)u ocnuOooic �cv��opouoo1 iou�uiivcy �tSuri�c�
herein to induce the Company to lease a facility within the City ilor the location and expansion of an
office and associated operations and workforce within the City, which will result in the creation of
newjobs and employment opportunities to improve the economic well'alv ofthe people of the State
VVHCKSA8. 1�c(,iiy oo�i��<�unnpuoy�avc�Ctcrulinc� \0 cn0criok)ihix/\&nc�ncotbn
prOvi�c|�rincun|ivcoioOnfurioin�oo���o(�o7Opuuy�0�Oa�cu{xui��y8n��u�U|C8n�uxpan�iix
��OV/Tl|EK[FOK[` ibu Ciiv un� �u [`onnpauy c0vcnunL agrc� �l� o����uic (�cn�xu�vcn ux
� . \
of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution: and
(� lo�m3i���nn�r�co��mic�r|opmu8�cC�imoNhoDmv�uj}m���i�
bur�in,i�u(�nn)panya&n:omi�utiiv/i��\cuaca|�cj�i1yn�fbin1�c[��y|�ri���no&�OUu8�cxpuna�on
ofunn[�ccun�auuuciuicdnpouUiouD8n�vvOr��`n:ux�[�iu���(,' ,���ounxinixoivJL�t�c1�nnonf
��s/\2rccn�cn(. 7�c(,onnD8nycxp�Jsior�}uu�c -t�ur(24}cmp�ny8uSou��r�uic
appnn%in��|c/yi�u {�)oov/uo)p�nyucpOuiiiono�ot�u[i1Y �y[)ocuon�cr]�, 707l. T�uovuroCu
annlou� puyro]l vvit��o}�ingu �hr 1�c |'c�ncutu� 24 �rop�nytcS io �oiio�a|C� {o �c iO �c '[�li|1y-YJinc
payroll withholdings' for the 10 new employee positions is ooi{onukd to be Sixteen ]ln)Uuaod Four
Hundred and Seventy 59/lU0 Dollars (%)6,4?0.5V) over the term u[this Agreement.
(b) The Company agrees that the City's obligation Wremiipoymontopu0u8nt to Section
.2 of this Agreement shall be contingent upon the Company delivering to the City a fully executed
copy of an agreement evidencing the Company's lease ofa facility within the City for a term through
o1|cayiJunc�O`]O2| A�c^^ln///u/�eu.�u/|Xrcex/en/^^\�/o/'ur/J�u/�nx/xror,andnuivvii�lu�ao�in�ony
provi3ionbcr�iu|o fl, ucouhary`ifi1�xC0onpanyn�a}1.m4�ur��uvin&uCio�{o�no�f�i��`f�i[|ocxccV1C
\huIni|iulLcuSo/\grceo8on1v/iihin{huperiudom\[bhhinSubxcCtiOu]hVi),(a)thia/\8rcc000n(vviU
terminate Without Such failure constituting abreach by the Company, (h) the City's obligation iuremit
uoy Annual Incentive Payments or[\0Oun/\nouul|VruoiivuPaymD|x will 61Pronin8\cJaod(c\tkC
[�oonpauyvvi��o\vconpunu�1ic13 iO��uCityanurenu�1o[Such[o��orc.
Section 2. Incentives,
(u) General. In consideration for the Company's agreement to execute the Initial Lease
ient for the location and expansion ofan office and associated operations and workforce within
y, the City agrees to provide economic development incentives to the Company in accordance
is Section,
(i) Incentive . The Company agrees i8 execute the
Initial Lease Agreement for the location ofan office and associated operations and workforce
within the City. In consideration ofthe (,onnpouy`o agreement to execute the Initial [,cuau
AgreemMi and to locate that office and create employment opportunities within the Clty, the
(liy A�rcea 1n pouvi�c k) ihu [0/npony & lncaiioo incuniivc (|�o ^`{ncu//nn 1n(en//vu
yuvn/an/`)iu|�Cun)nuo�ofP�ffccn7�ouSun�und�A/l0O[>O�l8ro(�}5.00�.��`,puya��ctn
ibc [\�u1pauy vvi��in ��dv (3U) �aya f���owiu� t�c ocuo|lrouc o[ //\) �� (,n|npuny`o
oxcuo1ionof��nIoiiiu� [,ouoo/\8r�onumnian�pnJvi8iun|ot�cCiiyo[�Ocuo�co\u1inn in
yuppor|t�cn:Of8n��])\�cOcuupuucy0[��onp@co�c5Cri�u�ioi�c|ni�ia�Luoxo/\&ouc8�xn1
|0|ocoiu|��uCnolpany`o o��CcDu�uooncio{��0pera|inusan�vvor���ocrp/ii}��n\�c(,�iyinu
'ii) . 7�c(,8nlpaoyu8rcuyun�
&c�nonJcdg�S1�cU��O[0CuLiooIuua��v�Puvn)cniprOvi�o�f�r�unohncc1�xn20k)� {o�cnB
���h«���{�Ni��{�mpm�iuunn���inn�r���ompuny^ouA�cmc�hrxccu�
i�u |oi|ia] ix:uuo /\&rm�[oco| und }Oumio uo o��on un� uoouciutu� operu�Onu ond vYOr�f�rC�
vvit�in i�u[,iiy �n�iO urcatCu|np�oyou�n1OppoAUu�iicS. 8U «vit�int}�� (�i(y. '[��c (�ompuny
tbr[huraBrccoi��u1if|�urcqu�nconoDiaOfoohu�cii0o7(�)/[)urcno|xu1io�u�,(�c(�itvo�a�Qo|
bCohli8o|c�1Orco�i|\�c [ncu1inu |ouun(ivc PuynnCnt10 1hc (�oonpm�y8uru�ui|.n� �yt�iu
(c) Workforce Creation Incentive.
(i) Calculation of Actual Pa roll Withholdim� Taxes. On or before March 15 of
each of the years 41018 through 2020, and provided the requirements of subsection 2(c)(vi) are
satisfied, also on or before March 15 of each of the years 2023 and 2024, 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 ofthat calculation, the Company acknowledges and agrees
that the total amount of'actual payroll withholding taxes in respect ofany calcndar yeai °shall
be determined based solely upon the amount of payroll withholding tax payments actually
received by the City from the Company during that calendar year. The Coanpany agrees that
thL determination ofwhether to include in such calculation any amount received by the City
in respcci 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, "Emr1oyeeti" shall
include only those individuals employed by the Company and working within the City.
(ii) Information Relating to Employees. The Company agrees that, in accordance
with the 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 2$ ol'each calendar year.
(iii) I`edcral Em to per Identification Number, The ('ompany's Federal Employer
Identification Number is ,The Company agrees that iftlae Federal Employer
]dentirication Number changes at any time during the lean of this Agreement, the Company
will notify the City of such change, including the new Federal Fmployer Identification
Number, within thirty (30) days of the occurrence of such change,
(iv) Annual Incentive Payn tints to the Company. If the actual payroll withholding
taxes collected and received by the (pity pursuant to subsection 2(c)(i) during the then.
preceding calendar year and in respect of that preceding calendar year from all hmplayees,
net ofrefunds (such amount being referred to as the "�9Gtuu1 Wit�hrrl�rn�rA�"), equal or exceed
the 'large( i�'ithholdings (as defined in subsection 2(c)(v)) for drat preceding calendar year.
the ( "ity shall, on or before �1pri11S of the then current calcndar year, pay to the Compa��y,
solely from nontax revenues (as defrne�i in subsection 2(e)), an amount equal to the product
of (A) the Actual Withholdings for that preceding calendar year, multiplied lay (}�) ten percent
(10 %) (with. each such produci being referred to as au "�9nr�uul lnce7�tive 1'�ry,�a��r1d' "); pfrmr��>d,
hnr��errep°, that (1) the City shall not be required pursuant to this subsection 2(e) to remit an
Annual ]ncentivc Payment to the C "ompany in excess of the Annual Cap (as dcfuaed in
subsection 2(c)(v)) in any calendar year and (2) the aggregate amoruat of all Arurual Incentive
Payments remitted pursuant to this subsection 2(c) by the (:`ity to the Company shall not
exceed Fou��een "I"housand `1 "wo hundred taifty and 001100 Dollars (�14,250.00), and ifthe
requirements of subsection 2(c)(vi) are satisfied, the sum of all Annual Incentive Payments
and Bonus Annual ]ncentivc Payments remitted pursuant. to this subsection 2(c) by the ('ity
to the Company shall not exceed "Twenty -Nine 4"housand l�our I- lundred l�'ifty and 00!100
Dollars 029,450.00),
(�) ;l'ar rot Withholdings and Anneal Cad. The Target Withholdings and Annual
Cap Tar each
the calendar years 2017 through 2019 and 2022 and 2023 shall be;
Calendar Year Tar eft Withholding s Annual Ca
2
2017 42 (100 4,500
2018 45,000 4,750
2019 48,500 51()0()
2022�>> 60,000 7,600
2023 ") 60,000 7,00
NayirleliCs in respect of calendar yoars'?ll?? and 2023 <v also subject to subsection 2(c)(vi),
(Vl� Bonus Annual Incentive Payments and Related Annual Ca, The City agrees
that if the Company provides to the City on ��r betore .Tune 30, 2021 a fully executed copy of
an agreement which either (A) extends the Initial Lease Agreement t'or a minimum additional
term of five (5) years or (E3) obligates the Company to a lee space at another location within
the ON tsar a minimum additional teen of rive (5) years, then the Company shall be eligible
to receive an Annual Incentive Payment (each a "Bonus rInnual Incentive 1'uyfnenl") in
respect of each of'tile calendar years 2022 and 2023 which will be calculated at the same time
and in the same manner as described in subsection 2(c)(iv) and paid in accordance with this
Section 2;Iara>>idert that each I3omGS Annual Incentive Payment shall he subject to an Annual
Cap (as defined in subsection 2(c)(v)) in each such calendar year.
(vii) Fort'eiture of Rig) la Deceive Workforce Creation Incentive Payment. ']'he
Comp�u�y agrees and acknowledges that the Annual Incentive I'aymcnts and the I3onus
Annual Incentive Payments provided for in subsection 2(c) are being made by the City to the
Company in considcration for the Campany's agreement to execute tl�c Initial ].,ease
Agreement and the subsequent lease extension or agreement, respectively, for the location
and expansion of an office and associated operations and workforce within the City and to
create jobs and employment opportunities, all within the City. The Company further agrees
that if the Target Withholdings requirement is not met for any given calendar year as set foa�h
in subsection 2(c)(v), the City shall not be obligated to make an Amuial Incentive Payment or
a 13onus Annual Incentive Payment, as the case may be, to the Company' for the calendar year
in r °expect oI'which the 7 "�rrget Withholdings requirement was not satisf�red, 1�ailure to satisfy
the "hargct Withholdings requirement in respect ofa�ly one calendar year does not prohibit the
Company from receiving an Annual Incentive Payment or a Manus Annual Incentive
Payment.. as the case may be, for any subsequent calendar year in respect o1'which the'Target
Withholdings requirement is satisfied.
(�1) Metht�d ��f Paym�nt, 'fhe payments to be paid to the Company as provided in this
`aection 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 ('ompany.
(e) Cilv's Ubhration to Make Payments Nat Debt: Payrments IJimitcd to Nantax
Revenues. Noiwithstanding anything to the contrary herein, the obligation of the ('ity pursuant to
this Agreement shall not be a general obligatian 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 Mate or any other political subdivision ofthe Mate f'or the performance
o[uuy obligations of the City herein, Consistent with Section |]0f Article V]}i Ohio Constitution,
any payments or advances required to be made by the City pursuant to this Section Y shall be
payable solely from the City's riontax revenues and oil 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 nontaxrtvouuno. Further, since Ohio law limits the City to appropriating monies for such
expenditures only oil aoannual basis, the obligation Of1hc City io make payments pursuant 1nthis
Section shall bcSuh|cu{10annual appropriations ky the City Council and certification bythC
Director of Finance of the City as to the availability of such nontax revenues, For purpose ofthis
Agreement, "nontax revenues" shall mean, all moneys of the City which are not moneys raised by
taxation, {o the extent available for such purposes, ioulodioo` but not limited tn the following: (i)
yrun1S Unou t�� \)uito� �i�ou 0f�o���m] un� i�c �kUo� (ii) pu0 o�cr8s in ]{uu of18XCm uovv or
hereafter authorized to he used for the purposes by State Statute', (iii) fines and forfeitures which
are deposited in ihu[ity`a (]cnuru] Fund- (iv) fees deposited io the (.i\v`S General Fund from
pnoper�yin�pouc�}ionnocuau�ponmiix�(v) invcxtznun|curuio�aont�c(�i1y`x(|cnCr8� �uuJ 8o�
which are credited kz the City's (]uncral Food; (vi) investment earnings n[ other finds of the City
i6u|ortcrc�i1cjiO|ic(1i<Y'o(]oOcro1 ill Ooj�(vii)pro��o�o[runoi�ouu)co[aSSu1xvv�ic|�orc
deposited in the City's General Fund; (viii) rental income which iu deposited io the City's General
[1111�0811(1/i0 �i[txa11J 110nu III
ono.
Section 3,
kU Assignment, This Agreement may not bu8ouioucd without the prior written consent
nfollnon-assigning Parties.
(b) Binding I'JIjec . The provisions of this Agreement shall bc binding upon and inure iO
(u) . The captions and headings in this Agreement are for convenience only and
innnv/oy���no,�inoi|no��our[mt�8soupunrinkx\o[on�provim�Onooracu�uo3o[��u L
(�\ . \��Cncvu,�crcinfhCru i3 o�xyVr|in�cp�r�`�nS1u��io�c� [or
pcd�nn8nu:un�Suck�oyor��oox o8ion0[aou�1�nu 'O�ivaq �uo�ayoo�ou �u�i�uy`
�
._' . 11lC[nu�p8oy �8xnuui�no ��3�
3io\onnCu�a \O |�c [i�y in 1�8 prucnSS nf o�tuiuio& uppoovu� of i�c iucuuiivcS �oSc�hc� in i�in
/\�zuco}co�.Tt`uulyr�pocouu|aiivCoft�c<�0nnpuuy�am�novviog�yul8�cu[u�Scu1a�c|neO11o��lc<,�|y
(oohiain(|1uiouoD��vuo�c3cri�c��ot�im/\@n'ccn�unt,i�c(�Vcnpanyo�a�]�uruquir��1oi}ono��i�iu|y
rC\unn a�� �un�|�0 rcoC{vo� uo��r1��S /\�n:�n1cni �urSOan1O��o �(ovjSc� (.n�� �cd�uo0.66([)(7
oo�xb�d�huiuc��&i�}uf�ruoy[u1urcccnomno�u�ovo|opnocu\ano�oioocr/�)/nUhc�1atc,uny�|o1c
a�xncyorapo|iiicu�Su��iviniOnpoouan1io(}��oKuv�Su�(�o�c�ooi�nnQ��((�K\) T�c(.00npuny
uuknovv|od&�si�oiunypu�uuu9]�oprOvi�uSu[o|x�ot81cnno��itO3ecuoc�cononuic��v�}opnlcn1
aoniS\8ocnrnuy�u�ui�tyu|.{��oi�Cution.onoi8�e}ntunoro[�|�o�ry|�c�ru�.purou�ni|n()���nQ(uvioc�
[n�c�mction�q�l.|�(�l<!)`v/�iu�iSpuoix�uh��hyo�uco/ooinoorCt�an�l,O0�on�/nr8|cno0f
AD Entire Agreement. This Agreement constitutes the entire Agreement between the
Pudica un i�c suhioCi xnu1<cr �lur�uf aoJ oVpuzoc�cS 8l} pr�ur otQo|�oiinno` u8ruconuoiu un�
understandings, both wTitten and oral, between the Parties with respect to such sub,iect matter, This
Agreement may not be amended, waived or discharged except in an instrument in writino executed
hy the Parties.
(u) Remedies, Rxucp|oy otherwise provided iu this Agreement, iu
the event Ofany default in8r breach o[ this /\grenn)unCor any uf�a terms uruOod�iOua.h» any Pudy
hereto, Such defaulting Party shall., upon written notice from any non-du|au}1io8 Party, proceed
immediately to cure ur remedy such default ur breach, and, in any event, within thirty (]0) days after
nouciptu]'ouu�lnoi|cu. |n||�u�vCniouc��c(�u\iOr�nzux�ioofSuC�na1oxCt�o|i|uonoo��cCurc�0r
remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written
notice ftnrn any non-defaulting Party commence its actions k` cure Or remedy said bruacbMthinsoid
t}lidy(]U)Joy�criO�,ouA�rnooc11 4i1i8mni1y|�crc8Ku|'tuuur�orrc|nc�you��hrc8x�.lnuuscouc|�
action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied
within u reasonable time, the aggrieved non-defaulting Party may institute such proceedings oSmay
be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not
(h) Executed . This Agreement may hcexecuted in several counterparts,
�uu�ofvv�io�o�u�|hc�ccnlu�iuu000|(u|uunox na[�ot8]|ufvJlid� Sh8�lcooNi�uic�ui
one and the xanlc iu8|cucncot. It shall not be otocunnry in proving this /\orocnocuttu produce or
o
(,j1y ur i�lu (`un�pdUy o|l)or i]l8o in him or ��r u|l�oiu� capxoi1y, �o� uuii�c� {�u nzcnlhu0 o[(�c
�cgiS�uiivu�u�yuf<�c[!��ynorooyo[�Ciu�oxooutio8i�|o/\&roO|nuo1o�u|�hu}iuh|Cperx8na]|�uu�ur
i�is/\�rccnocU|Urhcmn6oui0ouny�craunal�iu�i}itvuruucnun|ahi�i|y�yTC88uuOfi�ttxcou1ion
\hcrc0[or hy ruoxon n[|bu oovcnun|u^ o�|i&8iiooa u|. a���C|ncu|8 of��c {,iiy uu� thc (,0o�puny
account for more than one of those counterparts.
6) . T�is/\Arcon|cniSbu� hc�0vucncdhyun�cmDoiruu] �uuccur�uou�
xi1�ibc|uvvouf1�e�\aicof()�iOv/i|�Ooto:Uun]|n�1�priocip�xuofCoo�idy0f��v/u./\Uc|Dinno,
nouo|�ru���xno`��opok»8an�o�lur/�uUoro�uguum�on�uivv�on|�c(,iyy`iinu8uo1sun��nnp|uycco.un�
�lo[oco�Ony.i�ooU�p[oyo�n�u�pQxn{o,m�miuAou10furnc|u1inQ0xi��o/\�rccn�cuiori|uhn:au�x��i
agreements ofthe Parties contained in this Agreement shall be ef!'ective to the extent authorized and
permitted by applicable luvv, No such uuV8n8oi, obligation Oragreement shall be deemed k)bua
covenant, obligation ur agreement O[ any present or future member, n[ficcr`agent or employee o|'1h
/k\ Th�PoricSncSpcciiveyn�ococn1un�c0vauont[�u|Cuohin�e^» |y
1ruonauUnnncu|��ozp|u�d�y|�iu/\gro8cn�o\. '[�cPm�ium[uM��rncap�u|ivc|yomprcurn\um]Covcnun|
1bu(i|�iS/\grcunncn��uu,hYDrn��/'ucCiOn,h�on�u�y8K|�Orizc�.uxucu|c�uo��u�ivurc�hyd)uPm1ica
uo�a�}y|o�ouuc�Soury1o��ix��o�yi�c�mtic8h8Ychucni8�cut0Cuoo|iiu1o{�liu/\8oucn�cui.un�
the covenants and agreements of the Panics contemplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its terms,
(1) t on ljiabU, Notwithstanding any clausc 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,
(m) Soti�es. Except as otherwise specifically set forth in this Agreement, all notices.
demands, requests, consents or approvals given, required or permuted to be given hereunder slxall be
in writing anal shall be deemed Sufficiently given if actually received or ifhand- delivered or sent by
rccog�lized, ovemight delivery service or by certified mail, postage prepaid a�ld rettu�� receipt
requested, addressed to the other l'arty at the address set forth in this Agreement or any addendum to
or eounterparfi raf this Agreement, or to such other address as the recipient shall have previously
notified tl�e 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 reeeived when the rctua °n
receipt is signed or refused, hor puaposes of this Agreement, notices shall be addressed to.
(i) the ( "ity ate City of Dublin, Ohio
X500 Shier Rings Load
Dublin, Ohio 43016 -7295
Attention. economic Development Director
(u) the Company at. Petl'coplc Enterprises, I,LC
4390 Reynolds Drive
Milliard, OH 43026
Attention: Jim f)amratoski
"l'he Parties, by notice given hereumder, may designate any turther ar different addresses to rvhich
subsequent notices; certificates, requests or other eornrnunicatinns shall be sent.
(n) No Waiver. No i °fight or remedy herein conferred upon or reserved to any Partti is
intended to be exclusive of any other right or ren�edy, and each and every right or remedy shall be
cumulative and in addition to any other right, or remedy given hereunder, or n��w or hereafter legally
existing upon the occunence of any event of default hereunder. 'fhe failure of any Party to insist at
any time upon the strict ��bservance 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
car be construed as a waiver or relinquishment thereof (very right and remedy given by this
Agreement to the Parties hereto may he exercised fi °om time to time and as iyften as may be deemed
expedient by the par�ies hereto, as the case lnay be.
(oj Recitals. '1'lrc Parties acknowledge and agree that the facts and circumstances as
described in the Recuals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
7-
(n) Severabilityl. If any provision nfthio Agreement, or any cOvcuuuL obligation or
agreement contained herein is determined by a courtto be invalid or uneril'orceable, that detennination
shall not affect any other pnovi8i0n, co\tDwit, ubl8uiioo or uAozonncnt . each of 141 bi he
oo113 1 uc�8o� Cof�vcc� Umif[Icinva}id uruocnovucablc portion were not contained hortin. T�ho1
invalidity or urienforceability shall not affect anv valid and enforceable application thereof ,ind orh
8uc1 po8v�oi011`u0 vCnUnt`o8U11011 01 u8runulcn|8lIall ueduucoo]ioboutledivc` operative, made
,
entered into or taken in the manner and to the full extent permitted by I ax,
(q) 5qy��resentatioris and Warranties, All representations and warranties o[the
Parties io this Agreement shall survive the execution and delivery n[1hioAgreement.
N .x�61"11101Lo�d]�UmocjjcC[1VC asu[[floEj[CCtjve J)a[e
and shall continue until the earlier of (i) the One Hundred Fightieth (180"') day following the Effective
D�cpmvi14���Oo������[om�mys����v
n[oU�o�utioo |(h)`(ii) June ]0,?02l if the Company shall h8vollaiiCd\n satisfy the ne4niounncoiuof
uuhyoc\inn�(c)v�)uuo[|��mt�oA�or(iii)�}�cla1�rn[(/\)<�u�uyouvv�iC�t�C[.oc8\iOn|occniive
P8ynnun1v�lio�{�c(��iv�xn��i&u1c�1o�uy�cn�un��rion:uoivod�yi�c(.OolVuoynr(A)1�c�oYou
vvhic�l���c�uu�/\nnuuiloCnn\ivc9ayoouniorBoouo/\nUuo�loCuu|ivcP8y�ncn|.un|�cuuycono"�u,
(s) k�o��nQ�n��s n|,cxDrcax(vinop�im]`iSinin����
k<\ViTNBSSVVH[R8OF`\�c(,h,un�|�c(�onnp8ny�ovccuu8cd��x/\8n:ro�cuLh]�ccxccoio�
�DDrnvu�uuk)Poon�
CITY 0Y DUBLIN ,0H|U
Ti|!u
y�TPC0PLOC�TCRPK|8KB`L|L(�
Prinic�� '
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 ol'the City under the foregoing Agreement
during h'iscal Vicar 2O1 � have been appropriated lawfully for that purpose, and are in the'Creasury of
the City or in the process of collection to the crcdil of an appropriate ti�ndq fine from any previous
encumbrances. 'Chic Ceriificate is given in compliance with Sections 57OS.41 and S10S.44, Ohia
l�eviscd Code.
Dated; , ?016
Angel lJ. Mumma
Director ol` Finance
City of I)ublin Chia