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Resolution 008-18RECORD OF RESOLUTIONS Dayton Legal Blank, Inc., Form No. 30045 08-18 Resolution No. Passed , 20 A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER XMI TO AN AGREEMENT WITH REV1 VENTURES WHEREAS, the City's dynamic local economy is the direct result of an entrepreneurial spirit; and WHEREAS, the City recognizes that in addition to its efforts to retain, expand and atl:ract business, the City must also set the conditions for new business, technology and job creation; and WHEREAS, Rev1 Ventures is the lead agency responsible for accelerating business growth, job creation and prosperity for the 15 county Central Ohio region with a focus on operating a regional technology lousiness incubator, working with entrepreneurs and investors to develop and launch technology start-up companies, and growing young companies that will provide the jobs of the future; and WHEREAS, the City and Rev1 Ventures must facilitate entrepreneurship in order to increase the level of entrepreneurial activity and improve the chances of establishing successful technology enterprises by honing their skills and providing access to necessary tools, technical and financial resources, and by working proactively to enhance the local entrepreneurial environment; and WHEREAS, it is the goal of both the City and Rev1 dentures to accelerate the successful development of start-up and fledgling companies by providing entrepreneurs with an array of targeted resources and services in order to produce successful companies that will be financially viable, freestanding and create quality jobs for the region; and WHEREAS, Rev1 is designated as the lead agency in the Central Ohio region responsible for the administration of grant funding from the Ohio Third Frontier network and local public and private matching funds; and WHEREAS, the City ontends to continue its support of the regional effort to create new companies, technologies and jobs by providing $200,000 in 2018 as matching funds for the entrepreneurial grant programs; and WHEREAS, the City has previously supported the Entrepreneurial Signature Grant Program and the Regional Capitalization Program since 2007 in partnership with Rev1 experiencing a nearly 3501 return on investment in Dublin -based companies; and WHEREAS, the City and Rev1 desire to enter into an Agreement memorializing the responsibilities and commitments of each party to efficiently and effectively execute the program. NOW® THEREFORE® BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, _ of the elected members concurring: Section 1. That City Council hereby authorizes the City Manager to execute the Agreement with Rev.1 Ventures, in the same or substantially the same form as attached hereto. Section 2.That the City commits to a total of $200,000 to be paid to Revi dentures in Fiscal Year 2018 as its local match towards grant programming and in exchange for the services outlined in the Agreement to be executed by the City Manager. RECORD OF RESOLUTIONS Dayton Legal Blank, Inc., Form No. 30045 Resolution No. Page 2of2 Passed , 20 Section 3. That this Resolution shall take effect and be in force on the earliest date permitted by law. Pass this PatA da/ofr J�) rl j,!2 Pc / .2018. �}C�"rngClerk o�¢ouncil Q v To,: Members of Dublin City Council From: Dana L. McDaniel, City ManaixrW,, Date,* February 8,, 2014f, IniUated By,* Colleen Gilger, Director of Economic Development Re: Resolution No. 08-18 — Revl Ventures Agreement Resolution No. 08-18 authorizes the City Manager to enter into an Agreement with Revl Ventures. This Agreement represents a continuation of services provided by Revl focused on new company, technology and job creation in exchange for the City providing matching funds for the Third Frontier grant funding program. The State of Ohios Third Frontier grant program is the primary funding mechanism to support this effort. Revl is designated as the lead agency in the Central Ohio Region responsible for the administration of the grant program. This program is funded by a combination of the State of Ohio and local (private and public) matching funds. City Council has budgeted $200,000 in the City's 2018 Operating Budget as its local match. Staff recommends Council passage of Resolution No. 08-18. Please address any questions to Colleen Gilger. City of PSA Iblin OHIO, USA PROFESSIONAL SERVICES AGREEMENT Revl Ventures Partner Program This Services Agreement ("Agreement") is made and entered into and effective on this day of 2018 ("Effective Date") by and between the City of Dublin, Ohio ("Dublin"), an Ohio Municipal Corporation, with offices located at located at 5200 Emerald Parkway, Dublin, Ohio 43017 and Revl Ventures ('Service Provider"), with an office and principal place of business located at 1275 Kinnear Road, Columbus, Ohio 43212. Recitals WHEREAS, Dublin desires to engage Service Provider to perform the services as more fully described in the attached Exhibit A (the "Services"); and WHEREAS, Service Provider desires to perform the Services and desires to be so engaged. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements herein contained, the parties, intending to be legally bound, agree as follows: Provisions Performance of the Services. Service Provider shall A. Perform the Services as set forth in Exhibit A. B. Complete, sign and return the Ohio Public Employees Retirement System (" OPERS") Independent Contractor Acknowledgement form. C. Give prompt notice to Dublin should the Service Provider observe or otherwise become aware of any fault or deficit in the project or any nonconformance with the Agreement. D. Remit to Dublin after the termination of this Agreement, all files and documents pertaining to the project that have been obtained or produced including, but not limited to, permits, licenses, applications, codes, drawings, site plans, photographs and similar materials. Service Provider shall be entitled to retain copies for the Service Provider's files. DEVELOPMENT 5800 Shier Rhgs Rd Dublin, Ohio 43016 phone 614.410.4600 dublinohiousa.gov II. Obligations of Dublin. Dublin shall: A. Assist the Service Provider by placing at its disposal all available information pertinent to the Services for the project. B. Use its best efforts to secure release of other data applicable to the project held by others. C. Make all necessary provisions to enter upon public and private property as required to perform the Services. D. Give prompt notice to the Service Provider should Dublin observe or otherwise become aware of any fault or deficit in the project or any nonconformance with the Agreement. III. Term and Termination. The Agreement shall commence on 1st of January 2018 and shall terminate on the 31st day of December, 2018. Dublin shall also have the option to extend the Agreement for up to two (2) additional one-year terms. Dublin may terminate this Agreement at any time by giving Service Provider thirty (30) days advance written notice. In the event this Agreement is terminated by Dublin prior to its natural expiration, Service Provider shall be paid the amounts for work actually performed in accordance with this Agreement to the date of this early termination. IV. Payment. A. Service Provider shall be compensated in an amount not to exceed Two Hundred Thousand Dollars ($200,000). B. The Service Provider shall invoice Dublin quarterly for services rendered and Dublin agrees to pay within thirty (30) days of receipt of a valid invoice. Payments to Revl Ventures will be made in four equal installments of Fifty Thousand Dollars ($50,000) = each. The first payment will be made within 30 days of the execution of this Agreement. The remaining payments will be aligned with the calendar year quarter with remaining three payments being made no later than April 15, 2018, July 15, 2018 and October 15, 2018. A valid invoice shall consist of a fully itemized account of hours worked by each individual working on the project with a description of work performed, as well as an itemization of all reimbursable expenses which must be documented with copies of receipts whenever possible. All invoices must include the contract number and the purchase order number of this contract which is located in the upper right-hand corner of the first page of this document. Invoices must also 0127206.0607934 4849-7758-4192v1 2 include information describing the percentage of each phase of the work which has been completed, and a summary of billings and payments made to date. V. Relationship of the Parties. The parties acknowledge and agree that Service Provider is an independent contractor and is not an agent or employee of Dublin. Nothing in this Agreement shall be construed to create a relationship between Service Provider and Dublin of a partnership, association, or joint venture. Further, the parties acknowledge that Service Provider is paid a fee, retainer or other payment as per Section IV of this Agreement; is not eligible for workers' compensation or unemployment compensation; is not eligible for employee fringe benefits such as vacation or sick leave; does not appear on Dublin's payroll; is required to provide his or her own supplies and equipment; and is not controlled or supervised by Dublin personnel as to the manner of work. VI. Indemnification. A. Professional Liability. Relative to any and all claims, losses, damages, liability and cost, the Service Provider agrees to indemnify and save Dublin, its officers, officials, and employees harmless from and against any and all suits, actions or claims for property losses, damages or personal injury arising from the negligent acts, errors or omissions by the Service Provider or its employees. B. Non -Professional Liability (General Liability). To the fullest extent permitted by law, the Service Provider shall indemnify, defend and hold harmless Dublin, its officers, officials, employees or any combination thereof, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of the acts or omissions of the Service Provider, provided that such claim, damage, loss or expenses is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property (other than the work itself) including loss of use resulting therefrom, but only to the extent caused by the negligent acts or omissions of the Service Provider, any subconsultant(s) of the Service Provider, its agents, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this paragraph. VII. Insurance. A. The Service Provider shall secure and maintain, at his/her/its own expense, errors and omissions insurance in an amount not less than One Million Dollars ($1,000,000.00) per claim/annual aggregate to protect himself from any claim 0127206.0607934 4849-7758-4192v1 3 arising out of the performance of professional services and caused by negligent acts, omissions or negligent acts for which the Service Provider may be legally negligent. The Service Provider shall maintain said coverage for the entire contract period and for a minimum of one year after completion of the work under the contract. B. In addition to errors and omissions insurance, the Service Provider shall also secure and maintain, at his/her own expense, insurance for protection from claims under Worker's Compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom, and any other insurance prescribed by laws, rules, regulations, ordinances, codes or orders. C. The Service Provider shall secure and maintain, at his/her own expense, General Liability insurance in an amount not less than One Million Dollars ($1,000,000.00) per occurrence. D. The Service Provider shall secure and maintain, at his/her/its own expense, Property insurance for protection from claims or damages because of damage to or destruction of property including loss of use resulting therefrom in an amount not less than Five Hundred Thousand Dollars ($500,000.00). E. Dublin shall be held harmless for any damage to the Service Provider's property and/or equipment during the course of performance under the Contract. F. The above referenced insurance shall be maintained in full force and effect during the life of this Contract and for one year beyond, where specified. Certificates showing that the Service Provider is carrying the above referenced insurance in at least the above specified minimum amounts shall be furnished to, and approved by, Dublin prior to the start of work on the project and before Dublin is obligated to make any payments to the Service Provider for the work performed under the provision of this contract. All such Certificates, with the exception of those for Worker's Compensation and Errors & Omissions coverage, shall clearly reflect that the City of Dublin is an "Additional Insured". VIII. Employee Documentation A. Service Provider guarantees that the individuals employed by the Service working on this project are authorized to work in the United States. The Service Provider will upon demand provide Dublin with appropriate documentation (Form I-9) for any Service Provider employee performing services for Dublin. 0127206.0607934 4849-7758-4192v1 4 B. The Service Provider agrees to indemnify Dublin in accordance with Section VI of the Agreement for any issue arising out of the Service Provider's hiring or retention of any individual who is not authorized to work in the United States. IX. Taxes. A. Service Provider has the following identification number for income tax purposes: B. Service Provider is subject to and responsible for all applicable federal, state, and local taxes. C. Dublin represents that it is a tax-exempt entity and evidence of this tax-exempt status shall be provided to Service Provider upon written request. Service Provider hereby further agrees to withhold all municipal income taxes due or payable under the provisions of Chapter 35 of the Codified Ordinances of Dublin, Ohio, for wages, salaries and commissions paid to its employees and further agrees that any of its subcontractors shall be required to agree to withhold any such municipal income taxes due under such chapter for Services performed under this Agreement. D. The Service Provider shall receive Internal Revenue Service form 1099 from Dublin for income tax reporting purposes. X. Assignment. Neither party may assign this Agreement without obtaining express, written consent from the other party prior to assignment. XI. Entire Agreement / Amendment. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, undertakings and agreements between the parties. This Agreement may be amended or modified only by a writing executed by the duly authorized officers of the parties hereto. It is understood and agreed that this Agreement may not be changed, modified, or altered except by an instrument, in writing, signed by both parties in accordance with the laws of the State of Ohio. XII. Discrimination. A. No discrimination for reason of race, color, national origin, religion, sex, genetic information, pregnancy, age, ancestry, military status, sexual orientation, gender identity, marital status, veteran's status, or disability shall be permitted or authorized by Dublin and/or Service Provider in connection with the Services. B. Nothing in this Agreement shall require the commission of any act contrary to any law or any rules or regulations of any union, guild, or similar body having jurisdiction over the Services of Service Provider. 0127206.0607934 4849-7758-4192v1 5 XIII. Governing Law/Venue. Any controversy or claim, whether based upon contract, statute, tort, fraud, misrepresentation or other legal theory, related directly or indirectly to this Agreement, whether between the parties, or of any of the parties' employees, agents or affiliated businesses, will be resolved under the laws of the State of Ohio, in any court of competent jurisdiction in Franklin County, Ohio. XIV. Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and shall be replaced by a valid, mutually agreeable and enforceable provision which so far as possible achieves the same objectives as the severed provision was intended to achieve, and the remaining provisions of this Agreement shall continue in full force and effect. XV. Paragraph Headings. Paragraph headings are inserted in this Agreement for convenience only and are not to be used in interpreting this Agreement. [signatures appear on following page] 0127206.0607934 4849-7758-4192v1 6 BY SIGNING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE BEEN INFORMED THAT THE CITY OF DUBLIN, OHIO HAS CLASSIFIED YOU AS AN INDEPENDENT CONTRACTOR AND THAT YOU HAVE BEEN ADVISED THAT CONTRIBUTIONS TO OPERS WILL NOT BE MADE ON YOUR BEHALF FOR THESE SERVICES. FURTHER, BY SIGNING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT THE CITY OF DUBLIN, OHIO HAS IN NO WAY LIMITED OR RESTRICTED YOUR RIGHT TO PROVIDE THE AGREED -TO SERVICES TO THE GENERAL PUBLIC AND THAT YOU REGULARLY PROVIDE SUCH SERVICES TO THE GENERAL PUBLIC. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of 2018. CITY OF DUBLIN, OHIO BY: Date Colleen Gilger, Director of Economic Development BY: Date Dana McDaniel, City Manager REVS VENTURES BY: Date ITS: Approved as to Form: Jennifer D. Readler, Law Director CERTIFICATION OF FUNDS I hereby certify that the funds required to meet the City's obligation, payment, or expenditure under this Agreement have been lawfully appropriated or authorized for such purpose and are free from any obligation now outstanding Angel L. Mumma / Director of Finance Date 0127206.0607934 4849-7758-4192v1 7 EXHIBIT A Scope of Services I. Purpose. The primary purpose of the program is to provide consistent, coordinated, effective and accessible assistance to technology entrepreneurs to catalyze the launch of new technology based businesses with an ultimate goal of creating high quality jobs in Central Ohio. The program will provide services to identify and mentor early stage organizations to create a sustainable technology based business cluster and a culture that provides future opportunities to thrive. Periodic program reviews will determine the amount and type of resources needed to achieve the agreed-upon goals. Revl Ventures is required to remain flexible in the deployment of the resources across the entire 15 county region to insure that successful programs are funded based on the achievement of the desired metrics. Revl Ventures will be required to report metrics to the State to justify future investments. II. Services. Revl Ventures, as the manager of the Central Ohio Third Frontier Network program will, in a partnership with the City, provide the following services: a. Physical Presence. Revl Ventures will establish a physical presence in the Dublin Entrepreneurial Center ("DEC") and provide a designated lead contact from the Revl Ventures team who is responsible for coordinating Revl Ventures services within the Dublin community. Revl Ventures will be responsible for the cost of its own office(s) and all related expenses in the DEC. b. Designated Lead's responsibilities. The designated lead will have responsibility forthe following: i. Provide Entrepreneurial development and outreach in Dublin and the counties of Delaware, Morrow, Marion, Logan and Union and will serve as Revl Ventures' "gateway" to the Northern and Western Central Ohio region. ii. Identify prospective entrepreneurial start-up companies best suited for program and capital assistance with the assistance of the Revl Ventures team iii. Coordinate and communicate with both City Economic Development staff and its associated consulting team regarding Dublin -focused programming. iv. Attend, at a minimum, a monthly staff and consultant meeting and semi- monthly DEC coordination meeting, unless otherwise determined by the parties. v. Provide input to and when possible and appropriate provide resources in support of DEC programming, as determined by Revl Ventures. vi. Provide the City a Quarterly Activity Report summarizing the type and amount of activity in Dublin. The format and specifics of the content to be included in the report will be mutually agreed upon between the City and Revl Ventures. c. Deal flow. Revl Ventures and City will coordinate marketing, outreach and programming activities to stimulate deal flow. Revl Ventures agrees to provide and/or support, as mutually agreed upon, entrepreneurial training (i.e. workshops, guest speakers and/or seminars by Revl Ventures), leveraging off existing events/organizations when possible, to ensure program awareness and engage/entice potential entrepreneurs. Revl Ventures agrees to invite to City and the City agrees to participate in the quarterly Central Ohio Deal Flow Meeting. 0127206.0607934 4849-7758-4192v1 d. Coaching and mentoring. Revl Ventures will provide promising entrepreneurs and high-growth companies with access to its experienced and successful team of in-house mentors, including: CFO in residence, CMO in residence, Customer Acquisition expert, technology commercialization experts and startup coaches in order to create high -return commercialization ventures and take promising ideas to market. e. First Connect Network. Startups with advisors raise 7X more money and have 3.5X better user growth, according to the Startup Genome Project. Revl will provide access to its industry-leading network to support our regions' high-growth startups in these four critical areas: • Advisors: More than 100 of the most experienced advisors who have been there and done that: founding and growing successful companies. • Experts: Hand-picked industry experts in legal, accounting, HR, marketing, product development and more will provide pro-bono or reduced cost services to startups. • Customers: More than 30 companies in our region have agreed to provide startups access to C -level executives to pitch their companies, seek input on products, and access members' connections. • Talent: Revl promotes the job openings of our region's high-growth firms on its dedicated job board. We are also providing access to tools and expertise to support companies as they build high-growth teams. In addition, Revl Ventures will also work to recruit Dublin companies and individuals to provide services as part of the First Connect Network. f. Educational Support - Revl may, as deemed mutually beneficial by Revl the City of Dublin and the DEC to host, sponsor, or coordinate up to 6 educational events in the City of Dublin to engage the entrepreneurial, investor, or corporate community for the purposes of advancing the City of Dublin and Revl mission in the community. g. Marketing & Promotion - Revl will leverage its marketing resources and audience to promote The DEC entrepreneur -focused events as well as profile qualified City of Dublin entrepreneurs and startups. h. Access to capital. Through its coaching and mentoring services, which are the entry point to all Revl Ventures/ESP funding sources, the City and regional companies will have localaccessto: 1) Concept Fund: Equity investments to assist capital efficient companies with market entry and to validate earlytech ideas based on intellectual property (IP), validate IP, build prototypes, complete marketing studies, etc for the most promising opportunities. 2) Catalyst Fund: Seed stage convertible debt funding for the most promising opportunities. With each investment, Revl Ventures will assist the companyto reach the goals of growth and follow-on, institutional or angel funding. 3) Ohio TechAngel Funds: local angel funds managed by Revl Ventures which make equity investments in Ohio tech startups. 4) X Squared Angel Fund: local angel funds managed by Revl Ventures which focuses 0127206.0607934 4849-7758-4192v1 on companies with at least one woman at the C level who owns significant equity in the company. 5) Revl Ventures and SBDC expertise and access to SBA loan opportunities for small businesses. Acknowledgement. Revl Ventures agrees to acknowledge the City in its sponsorship opportunities, website and other opportunities as a Third Frontier Partner. j. Central Ohio Third Frontier contribution. The City agrees to pay to Revl Ventures $200,000 in matching funds in 2018. Payments to Revl Ventures will be made in four equal installments of $50,000 each. The first payment will be made within 30 days of the execution of this Agreement. The remaining payments will be aligned with the calendar year quarter with remaining three payments being made no later than April 15, 2018, July 15, 2018 and October 15, 2018. The City reserves the right to audit this program by its own means or by a third party hired by the City at the City's expense and at a time(s) determined by the City for the purpose of auditing the use of the City and State provided funds. III. Miscellaneous. a. 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: the City at: City of Dublin, Economic Development 5800 Shier Rings Road Dublin, Ohio 43016-7295 Revl Ventures at: Revl Ventures Mr. Tom Walker 1275 Kinnear Road Columbus, Ohio 43212 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. 0127206.0607934 4849-7758-4192v1 10 b. Extent of Provisions; No Personal Liability. All rights, remedies, representations, warranties, covenants, agreements and obligations of the City under this Agreement shall be effective to the extent authorized and permitted by applicable law. No representation, warranty, covenant, agreement, obligation or stipulation contained in this Agreement shall be deemed to constitute a representation, warranty, covenant, agreement, obligation or stipulation of any present or future trustee, member, officer, agent or employee of the City or Revl Ventures in other than his or her official capacity. No official executing or approving the City's or Revl Ventures' participation in this Agreement shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of the issuance thereof. c. Most Favorite Nation. The City shall be afforded the same opportunity to use ESP Grant dollars in the same manner Revl Ventures may allow grant dollars to be used in other communities provided such use is not covered elsewhere or otherwise permitted or governed by this Agreement. d. Successors. This Agreement shall be binding upon and inure to the benefit of Revl Ventures and its successors and assigns. e. Recitals. The City and Revl Ventures acknowledge and agree that the facts and circumstances as described in the Recitals hereto are in an integral part of this Agreement and as such are incorporated herein by reference. f. Amendments. This Agreement may only be amended by written instrument executed by the City and Revl Ventures. g. Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same agreement. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. h. Severability. In case any section or provision of this Agreement, or any covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any application thereof, is held to be illegal or invalid for any reason, that illegality or invalidity shall not affect the remainder hereof or thereof, any other section or provision hereof, or any other covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, all of which shall be construed and enforced as if the illegal or invalid portion were not contained herein or therein. The illegality or invalidity of any application hereof or thereof shall not affect any legal and valid application hereof or thereof, and each section, provision, covenant, agreement, obligation or action, or part thereof, shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted by law. i. Termination and extension. The City or Revl Ventures may terminate this Agreement with at least 60 days prior written notice. Should the City terminate, it will 0127206.0607934 4849-7758-4192v1 11 pay in full its obligation for the period prior to termination. Should the City terminate its participation it does not forfeit Dublin -based companies' ability to continue to access Revl Ventures services and/or grant dollars and they shall be given equal access as companies in other communities which provided no matching dollars. The City understands that should it terminate prior to the end of its one year commitment and not pay the full $200,000, the State of Ohio may reduce the overall amount of Ohio 3rd Frontier grant dollars it makes available to the 15 county service area unless other sources of match are identified. Should Revl Ventures terminate and provide proper notice to the City, Revl Ventures will provide those services to the City as prescribed herein for the period of time for which the City has paid its installments. j. 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 section of this Agreement. k. Governing Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio or applicable federal law. All claims, counterclaims, disputes and other matters in question between the City, its agents and employees, and Revl Ventures, 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. I. Survival of Representation and Warranties. All representations and warranties of Revl Ventures and the City in this Agreement shall survive the execution and delivery of this Agreement. m. Indemnification. Revl Ventures agrees to indemnify, protect, defend and hold harmless the City and its elected officials, officers, employees, agents and volunteers from and against any claims, costs (including reasonable attorney's fees and court costs), expenses, damages, liabilities, obligations, losses or judgments to the extent arising out of , or in connection with, any claim, demand or action made, if such claims, costs, expenses, damages, liabilities, obligations, losses or judgments are directly or indirectly related to Revl Ventures' furnishing or failing to furnish services as required herein. [signatures appear on following page] 0127206.0607934 4849-7758-4192v1 12 IN WITNESS WHEREOF, the City and Revl Ventures 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: By: Printed: Printed: Title: Title: Approved as To Form: Printed: Title: REV 1 VENTURES A Printed: 0127206.0607934 4849-7758-4192v1 13 �1 rev ventures d for COLUMBUS OVERVIEW DUBLIN PARTNERSHIP REPORT Q4 2017 (October - December) Rev1 is a venture fund that helps entrepreneurs build great companies. Combining investment capital with a unique blend of services through our startup studio, we propel innovation for startups and corporate innovation teams. Our seasoned, data -driven team helps lay the foundation for scalable growth with the skills to evolve a product, sell to customers, and build the right team. Named a top VC investor in the Great Lakes Region, Rev1 manages a continuum of financial support from corporate and community partners, as well as the Ohio Third Frontier. Rev1 was named the Most Active VC in Ohio in 2017 by CB Insights. GENERAL DEAL FLOW REGION JANUARY 1, 2017 - DECEMBER 31, 2017 DEAL FLOW QUALIFIED LEADS FIRST MEETINGS COMPANIES ENGAGED POSITIONED FOR FUNDING INCLUSION* 324 173 164 89 32 20 34 14 QUALIFIED LEADS BY INDUSTRY ADVANCED MATERIALS 23 ADVANCED/ALTERNATIVE ENERGY 5 AGRIBUSINESS & FOOD PROCESSING 6 BIOSCIENCES IT SENSORS & SENSOR SYSTEMS INVESTMENTS January 1, 2017 - December 31, 2017 Rev1 Investment Total External Investors Angel - Group Angel - Corporate Corporate/Private Founder Capital Friends/Family OTAF Member State/Federal Venture Capital Total External TOTAL INVESTMENT DUBLIN JANUARY 1, 2017 - DECEMBER 31, 2017 DEAL FLOW INCLUSION QUALIFIED LEADS 8 5 FIRST MEETINGS 10 5 COMPANIES ENGAGED 4 3 POSITIONED FOR FUNDING 1 0 QUALIFIED LEADS BY IND;,_,STRY BIOSCIENCES 1 IT 7 INVESTMENTS January 1, 2017 - December 31, 2017 Rev1 Investment 108 Total 179 External Investors 3 Angel - Individual Venture Capital Total External TOTAL INVESTMENT $6,702,449 $3,365,189 $7,173,722 $4,957,417 $573,846 $20,000 $554,987 $4,773,998 $37,276,647 $58,695,807 $65,398,256 60% 4' 45% 3: 30% 11 15% 0% 2014 $500,006 $750,000 $12,199,997 $12,949,997 $13,450,003 PORTFOLIO DIVERSITY REGION O Qualified Deal Flow O Engaged O Invested 2015 2016 2017 *Inclusion: Women, minority, or veteran -led companies. �1 rev ventures d for COLUMBUS REGION RETURN ON INVESTMENT Investments Made Over All Time Investment in Rev1 Total Investments in Companies Rev1 Ventures OTAF Other Investments Other Grant or Debt Total Companies Performance Revenue Generated Jobs TOTAL INVESTMENT + REVENUE TOTALLEVERAGE INVESTMENT CAPITAL LEVERAGE 04 2017 PROGRAM UPDATES PROGRAMS ;�E $26,579,532 $10,549,494 $554,099,454 $63,670,197 $654,898,677 $501,742,454 1,597 DUBLIN PARTNERSHIP REPORT Q4 2017 (October - December) DUBLIN RETURN ON INVESTMENT Investments Made Over All Time Investment by Dublin in Rev1 Total Investments in Dublin Companies Rev1 Ventures OTAF Other Investments Other Grant or Debt Total Dublin Companies Performance Revenue Generated Jobs $1,156,641,131 TOTAL INVESTMENT + REVENUE 116:1 TOTAL LEVERAGE 66:1 INVESTMENT CAPITAL LEVERAGE Rev1's stage -based startup studio helps entrepreneurs solve for - and accelerate through - each of the "known unknowns" they'll encounter as they build a high-growth business. Supported by peer-to-peer learning, dedicated industry mentors, and connections to customers, the startup studio focuses on five key pillars. Product: Delivering a differentiated product that fits a market need and can evolve with the customer. Market: Identifying the correct first market and creating a repeatable sales cycle; getting the startup revenue engine up and running. Business: Forming a viable, high-growth business and ensuring the financials and governance to support it. Team: Building effective teams that can execute and scale the business. Capital: Guiding entrepreneurs to build a long-term capital access plan and connecting them to investors now and in the future. $2,200,000 $2,644,050 $1,299,998 $63,883,208 $5,514,355 $73,341,610 $57,919,603 166 $131,261,213 60:1 33:1 The studio offers hands-on work sessions for our entrepreneurs through our Learning Labs. These sessions are led by subject -matter experts in a peer -based setting. In Q4 we held Learning Labs in the following areas: Product: o Early Product Management - 7 companies attended. o Creating Joint Development Partnerships the Right Way - 5 companies attended. Market: o Growth Multiplier - 6 companies attended. Business: o New Client Orientation - 6 companies attended. Team: o Creating a High-growth Hiring Plan - 3 companies attended. Capital o Capital Access Planning - 2 companies attended. To date, 44 companies have participated in this new program. DUBLIN PARTNERSHIP REPORT Q4 2017 (October - December) First Connect services delivered in Q4: Advisors 335 hours advised Customer Acquisition $0 total client revenue (in Q4, but if we go back to January 2017, it's $904,400) Experts $240,090 in-kind services Talent 20 jobs posted MOMENTUM PORTFOLIO BUZZ 10/3/17 Columbus Business First: Rev] Venture's biggest tenant moving to new space 10/3/17 Columbus Business First: Columbus group connecting military veterans with funding and resources to start businesses 10/5/17 WIRED: The Top 10 Startups Racing to Remake the Auto Industry 10/9/17 Forbes: ScriptDrop Leverages Blockchain To Combat $300 Billion Cost of Prescription Drug Abandonment 10/9/17 Columbus CEO: Columbus 2020: Wiretap 10/17/17 EIN News: Clarivoy Launches Measurement NetworkTM for Marketing Vendors: Partners with Dealer Inspire 10/23/17 Columbus CEO: Columbus 2020: Auditgraph 11/3/17 Columbus CEO: Briefing: Steve Case Invests in a Local Startup 11/7/17 Columbus Underground: Established Enterprises to Startups Part of Growing Tech Hub in Dublin 11/7/17 Finsmes: Invirsa Secures $520K in Seed Fundinq 11/7/17 PE Hub: Drug developer Invirsa snags $520K 11/7/17 Wall Street Journal: Invirsa Takes Aim at Pinkeye Treatment 11/25/17 Columbus Disptach: Columbus tech firm Wiretap scans client firms' social networks for problems 11/27/17 Automobility LA: Automobility LA Names Ghostwave Innoviz Technologies and Wayray as its top three startups 11/30/17 Food Dive: Industry disruption demands effective manufacturer -retailer collaboration 12/7/17 Red Herring: 2017 Red Herring Top 100 Global: Winners - Prevedere 12/13/17 Fortune Term Sheet: Mvonexus 12/13/17 Columbus Business First: Nationwide Children's gene therapy spinout raises $2.5M to test muscular dystrophy treatment 12/13/17 Business Wire: Mvonexus Therapeutics Secures $2.5 Million Seed Financing to Clinically Advance Limb -Girdle Muscular Dystrophy (LGMD) Gene Therapies 12/13/17 Finsmes: Mvonexus Therapeutics Secures $2.5M in Seed Financing 12/14/17 Columbus Business First: 2017 BizTech Awards honorees making Columbus proud: T -Pro Solutions 12/14/17 Columbus Business First: Tissue engineering company raises $4M from international investors who 'fight to come in' 12/17/17 Columbus Business First: Biztech Awards: What makes T -Pro Solutions tick 12/18/17 Columbus Dispatch: Biotech startup Mvonexus raises funds for clinical trial of muscular -dystrophy gene therapy DUBLIN PARTNERSHIP REPORT Q4 2017 (October - December) ENTREPRENEUR OUTREACH & INCLUSION Rev1 is committed to providing outreach, access, and education across the 15 -county Columbus region to support and identify the best and brightest ideas, entrepreneurs and companies. Below is a snapshot of major outreach and engagement initiatives in Q4 2017: Rev1 Founders' Story Events Our monthly lunch draws over 100 attendees to hear the stories of successful founders. October: Founders' Story featuring Pam Springer of ORIS Intelligence November: Founders' Story featuring co-founders' Nick Potts and Larry Scott of Script Drop COMPANY AND PROGRAM UPDATES X.ri:1_1.vAoU.Y_74r*1 Healthy Roster, Inc. provides patient engagement, care coordination, telemedicine and outreach tools for Sports Medicine, Physicians, and Rehabilitation. Expanded to 35 states and now serves more than 100,000 athletes and patients. Inmobly, Inc. pioneers the use of Artificial Intelligence for over the top (OTT) video delivery, offering a platform for mobile content delivery, wireless technology solutions, and mobile applications. Presented as a finalist in the Steve Case Rise of the Rest competition. Portal Green is an employment testing platform that gives you the green light to hire right and a portal to resources to manage and mitigate employment risk. Completed Customer Learning Lab and engaged with Rev1. Completed MVP. Updox the industry leader for care coordination and healthcare connectivity solutions. Named 2017 Growth Stage Company of the Year by VentureOhio. Announced plans to relocate their corporate headquarters to the new Bridge Park area of Dublin. COMMUNITY ENGAGEMENT Event: What, Why & How: Creating Core Messaging Date: October 19, 2017 Attendees: 34 Presenters: Kristy Campbell & Heather Harmon Program: How you talk about your business in your core messaging is foundational for all of your marketing. A boilerplace is a paragraph with general information about your company that goes at the bottom of a press release. This messaging is the catalyst for creating marketing materials that will land customers, go on your website, and get press coverage. The boilerplate should follow a simple formula stating three key points: what you do, why it matters, and how it's different from others. In this session, we will use cross -industry examples and team breakouts to create your company's boilerplace message. DUBLIN PARTNERSHIP REPORT Q4 2017 (October - December) Event: How to Create a Business Plan That Grows Date: November 16, 2017 Attendees: 31 Presenter: Michael Kindrat-Pratt & Dann Bruno Program: To grow a great business, you need a great plan. Or at the very least, some plan. In this session, we'll walk through the components of a robust business plan that addresses the five key areas your business will need to navigate to reach growth and success: Product: What problem does your product solve? How will you validate the key features of a minimum viable product? How will you build the MVP and later versions of the product? Market: What is the market opportunity? What is your path to customers? What is the competition? Business: What is your business model? What is your cost of customer acquisition? How will you make money? Team: Who do you need on your management team and how will you get them to join you? Capital: How much capital will your business need? How will you fund the company now and in the future? Event: Supporting Your Startup: CBUS Resources Date: December 21, 2017 Attendees: 39 Presenter: Mike McCann & Andrea Ewing Program: Building your startup is challenging and often feels as if you have to do everything on your own. Fortunately, Columbus has a wealth of resources to help your business startup. Learn from Mike McCann and Andrea Ewing about the local assets that can make running a business easier. At Rev1, we like to help connect entrepreneurs with the right resources at the right time to help you grow. Join us to learn about opportunities in our region. What you'll learn: Resources that are right for your business. Where to find the best partners in the region. How to keep your business moving foward. Snapshot of the areas funding options, workspaces and business resources. DUBLIN PARTNERSHIP REPORT 14)] 0 Q4 2017 (October - December) DEAL FLOW TERMS DEAL FLOW: all new business ventures that are submitted to Rev1 Ventures. QUALIFIED LEADS: opportunities that come through deal flow that align with our commitment to serve companies that are within our region, scalable, and tech enabled. FIRST MEETINGS: the initial meeting held with entrepreneurs for Rev1 Ventures to vet out the business model. The main topics covered in the first meeting generally revolve around the problem and solution a business is addressing, the market, revenue potential, competitors, milestones/goals and needs moving forward. COMPANIES ENGAGED: startup ventures with a signed engagement letter with Rev1 Ventures and using Rev1 Ventures resources. INVESTMENT TERMS ANGEL INVESTORS: a high net -worth individual who invests his or her own money in start-up companies in exchange for an equity share of the businesses. Rev1 Ventures recommends that entrepreneurs work with investors who are accredited investors (who meet requirements of the Securities and Exchange Commission) and who can add value to the company via high quality mentoring and advice. Other important things to know about angels include: many angels are former entrepreneurs themselves, and they make investments in order to gain a return on their money, to participate in the entrepreneurial process, and often to give back to their communities by catalyzing economic growth. Angels make a return on their investment when the entrepreneur successfully grows the business and exits it, generally through a sale or merger. ANGEL FUNDS: a type of private equity investment fund that manage the money of individual angel investors who seek private equity stakes in startup and small - to medium-sized enterprises with strong growth potential. These investments are generally characterized as high-risk/high-return opportunities. Angel funds typically engage their members in sourcing, screening, and completing due diligence on, and serving on the Boards of Directors of start-up companies in which the fund invests. Many angel funds are members of the Angel Capital Association, a national network of angel funds, angel investors, and angel groups. VENTURE CAPITAL FUNDS: a type of private equity investment fund that invests in small, early-stage, emerging firms that are deemed to have high growth potential, or which have demonstrated high growth (in terms of number of employees, annual revenue, or both). Most venture capital funds invest in high growth and high technology industry sectors, such as information technology or life sciences. Investors in venture capital funds include pension funds, insurance companies, foundations, endowments, corporations, and other institutional investors. These investments are generally characterized as high-risk/high-return opportunities. Many venture capital funds are members of the National Venture Capital Association, the venture capital industry trade association.