Ordinance 022-19RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO
22-19 (Amended)
Ordinance No. _
Form 62205
Passed ,
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES TO COMMUNITY SPACE
DEVELOPMENT LLC TO INDUCE IT TO PURCHASE A
FACILITY TO LOCATE OFFICES THEREIN, WHICH
WILL RESULT IN THE CREATION OF
ENTREPRENEURIAL OPPORTUNITIES AND NEW
JOBS AND EMPLOYMENT OPPORTUNITIES ALL
WITHIN THE CITY; AND AUTHORIZING THE
EXECUTION OF AN ECONOMIC INCENTIVE
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, Community Space Development, LLC (the "Company/ recently performed an
examination of entrepreneurial opportunities and workforce needs within the City, and
based on the results of that examination, and induced by and in reliance on the economic
incentives provided in the proposed Economic Incentive Agreement (as described below),
the Company is desirous of purchasing a facility to locate offices therein, which will result
in the creation of entrepreneurial opportunities and new jobs and employment
opportunities, all within the City, as set forth in the Economic Incentive Agreement; and
WHEREAS, it is the intention of both the City and the Company that the Company
preserve and maintain as much of the internal integrity and fixtures of the Brazenhead
Building (Phase One of the Proposed Facility) as possible; 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 incentives to the Company, as
described in the proposed Economic Incentive Agreement; and
WHEREAS, this Council has determined to offer the economic incentives, the terms of
which are set forth in a substantially final form of Economic Incentive Agreement presently
on file in the office of the Clerk of Council, to induce the Company to purchase a facility to
locate offices therein, which will result in the creation of entrepreneurial opportunities and
new jobs and employment opportunities, all within the City, 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;
NOVY HEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio,
of the elected members concurring, that:
Section 1. The Economic Incentive 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 incentives in consideration for the Company's agreement
to purchase a facility to locate offices therein, which will result in the creation of
entrepreneurial opportunities and new jobs and employment opportunities, all within the
City, 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 Incentive 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 Incentive Agreement, which amendments are not inconsistent with this Ordinance
and not substantially adverse to this City.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO
Ordinance No. 22-19 (Amended)
pR@&&9 of 2
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 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.jn�luding Section 121.22 of the Revised Code.
Section 4. This Ordinance shall'becn full force and effect on the earliest date permitted
by law.
re
Ma*or - Presidinalpfficer
A est:
Clerk of Council
Passed: � (..� 2019
Effective: 2019
Form 6220S
To,: Members of Dublin City Council
From: Dana L. McDaniel, City Mana ff
Date,: April 16, 2019
Ini"tiated By: Donna Goss, Director of Development;
Colleen Gilger, Director of Economic Development, and
Kyle Kridler, Economic Development Administrator
Re.* Ordinance 22-19- Economic Incentive Agreement with Community Space
Development, LLC, DBA ""COhatch"
Ord. 22-19 — Economic Incentive Agreement with Community Space Development LLC
April 16, 2019
Page 2 of 4
public access to the market, evening entertainment options and an additional space to encouragd
local innovation.
11 Jill p�lqi I
Should Dublin Leadership be interested in pursuing a partnership with COhatch, given the cost to
purchase, renovate and redevelop this historic property, there is a substantial gap in their financing.
On the low end, the estimate is $700,000. Analysis from other communities have shown a range of
$100,000 - $1.2M in the form of public support to COhatch from the locality (see Comparison Analysis
?,ttached).
Ord. 22-19 —Economic Incentive Agreement with Community Space Development LLC
April 16, 2019
Page 3 of 4
The recommendation in terms of financial support would be to divide Dublin's contribution of
$700,000 into five separate payments over five years for $140,,000 per year that would be tied to
milestones reached each year (see below).
Milestones
Year 1* (Upon Execution of the Agreement in 2019): To enable acquisition of properly at 56 N.
High Street and plans for renovation to the existing facility (current Brazenhead building)
Year 2* (End of 2020): Initial space open (currently Brazenhead) and approved plans for additional
space to the rear of the existing building for a total of N10,000 SF for the project
Year 3 (End of 2021): Generation of at least 12 private offices with a verified headcount of 20, W2
office tenant employees by the end of 2021 (must verify W -9's)
Year 4 (End of 2022): Annual start-up pitch competition and private office space at least 80+%
occupied on average between years 3-4.
Year 5 (End of 2023): Total private investment of at least $3M into project and generation of at
least $70,000 of City income tax receipts over the five-year agreement. This final payment will be
made payable in Q1 of 2024 after income tax has been verified over the length of the project.
*Recourse measures taken in the first two years of the agreement to ensure COhatch successfully
opens agreed upon concept per the Economic Incentive Agreement language.
The Economic Incentive Agreement proposed by the City of Dublin to COhatch is a five-year,
$700,000 (total) incentive agreement, split evenly by each year (2019-2023). In consideration,
COhatch agrees to successfully complete each of the annual milestones outlined above in order to
receive their payment each year.
Recommendation
Staff recommends Council passage of Ordinance 22-19 at the second reading/public hearing on May
61 2019. Please contact Kyle Kridler with any questions you may have.
Recent News Releases
Coworking for Business Owners: haps:/jwww.lOtv.com/article/coworking=spaces-becoming:
popular-option-central-ohio-business-owners
Community Partnership: https://www.thisweeknews.comjnews/20190129/old-worthington-
partnership-introduces-first-wednesda�
Delaware: htt s: www.del ggzette.com/news/588591delaware-tea min -with -owu-cohatch-to-
attract-business
Springfield Market: _https://themetropreneur.com/columbus/cohatch-announces-sixth-1ocation-
com i ng=spri ngfield-tm 1
0-%
Ord. 22-19 — Economic Incentive Agreement with Community Space Development LLC
April 16, 2019
Page 4 of 4
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ECONOMIC INCENTIVE AGREEMENT
THIS ECONOMIC INCENTIVE AGREEMENT (the `Agreement") is made and entered into this
day of , 2019 (the "Effective Date"), by and between the CITY OF DUBLIN, OHIO
(the "City'), a municipal corporation duly organized and validly existing under the Constitution
and the laws of the State of Ohio (the "State") and its Charter, and COMMUNITY SPACE
DEVELOPMENT, LLC, an Ohio limited liability company (the "Company" and together with the City,
the `Parties"), under the circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (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 examination of entrepreneurial
opportunities and workforce needs within the City, and induced by and in reliance on the economic
development incentives provided in this Agreement, the Company desires to locate a co -working
space at 56 North High Street (the "Proposed Site") in Historic Dublin, which will initial include
approximately 4,500 sq. ft. in the Brazenhead Building (the "Phase One of the Proposed Facility")
and an additional 5,500 sq. ft. behind the Brazenhead Building (the "Phase Two of the Proposed
Facility") for a total of 10,000 sq. ft. of co -working space (Phase One of the Proposed Facility and
Phase Two of the Proposed Facility being collectively referred to as the `Proposed Facility"); and
WHEREAS, pursuant to Ordinance No. 49 passed on , 2019 (the
"Ordinance"), the City has determined to offer the economic development incentives described
herein to induce the Company to acquire the Proposed Site and renovate, construct and equip the
Proposed Facility thereupon, which will result in the creation of entrepreneurial opportunities and
new jobs and employment opportunities in furtherance of commerce 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 acquire the Proposed Site and renovate,
construct and equip the Proposed Facility thereupon, which will result in the creation of
entrepreneurial opportunities and new jobs and employment opportunities in furtherance of
commerce to improve the economic welfare of the people of the State of Ohio and the City, all within
the City;
Now THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
SPB #010-8751-478W4: 04-11-2019
Section 1. Company's Agreements to Acquire the Proposed Site and Renovate,
Construct and Equip the Proposed Facilitv. In consideration for the economic development incentives
to be provided by the City herein, the Company agrees as follows:
(a) Acquisition of Proposed Site.
(i) Execution of Purchase Agreement. Within ninety (90) days following the
Effective Date, the Company shall provide to the City a photocopy of a fully executed
purchase agreement which obligates the Company to acquire the Proposed Site (the "Executed
Purchase Agreement').
(ii) Acquisition of the Proposed Site. No later than ninety (90) days following
receipt by the Company of the payment from the City (as described in Section 2(a)(i), the
Company will have completed the purchase of and acquired fee simple title to the Proposed
Site.
(iii) Failure to Acquire the Proposed Site. If the Company shall for any reason fail
to timely acquire the Proposed Site in accordance with Section 1(a)(ii), (A) the Company shall
promptly remit to the City any amount theretofore remitted by the City to the Company
pursuant to Section 2(a)(i), (B) this Agreement shall immediately terminate and (C) neither
the City nor the Company shall have any further obligations hereunder.
(b) Opening of Phase One of the Proposed Facilitv and Receiving Approval for Design
of Phase Two of the Proposed Facility. No later than December 31, 2020, the Company shall have
satisfied the requirements set forth in Section 1(a) and the following:
(i) Phase One ofthe Proposed Facility. Completed the renovations and equipping
of Phase One of the Proposed Facility, received a related certificate of occupancy from the
City and opened Phase One of the Proposed Facility for use by the public, and
(ii) Phase Two of the Proposed Facility. Submitted development plans to the City
for the construction of Phase Two of the Proposed Facility and those development plans shall
have been approved by the City.
(c) Creation of 12 Tenant Offices and Creation of 20 New Full -Time Tenant Emplovee
Positions. No later than December 31, 2021, the Company shall have satisfied the requirements set
forth in Sections 1(a) and 1(b) and the following:
(i) Creation of 12 Tenant Offices. Provided to the City proof that at least twelve
(12) tenant offices are available within the Proposed Facility each of which will be available
to a tenant operating a private business (each tenant operating a private business within the
Proposed Facility shall be referred to as a "Tenant, and
(ii) Creation of 20 New Full -Time Tenant Employee Positions. Provided to the
City written evidence, which evidence shall be subject to independent confirmation by the
SPB #010-8751-478W4: 04-11-2019 - 2 -
City, that the Company has facilitated the creation of at least twenty (20) Tenant Employee
positions (as defined in Section 2(c)(i)).
(iii) Failure to Open and Lease the Proposed Facility. If the Company shall for
any reason fail to timely complete the requirements set forth in Sections 1(a) and 1(b) and this
Section 1(c), (A) the Company shall promptly remit to the City any amounts theretofore
remitted by the City to the Company pursuant to Sections 2(a)(i) and 2(a)(ii), (B) this
Agreement shall immediately terminate and (C) neither the City nor the Company shall have
any further obligations hereunder.
(d) Annual Start -Up Pitch Competition and Private Office Space 80% Utilized. No later
than December 31, 2022, the Company shall have satisfied the requirements set forth in Sections 1(a),
1(b) and 1(c) and the following:
(i) Annual Start -Up Pitch Competition. Provided documentation to the City,
which documentation shall be subject to the approval of the City, that demonstrates that the
Company has hosted at least one start-up pitch competition at the Proposed Facility, and
(ii) Private Office Space At Least 80% Utilized. Provided documentation to the
City, which documentation shall be subject to the approval of the City, that demonstrates that
at least eighty (80%) percent of the total private offices available to end users within the
Proposed Facility have been fully occupied for at least one (1) calendar year.
(e) Total Investment and Tenant Emplovee Withholdings. No later than December 31,
2023, the Company shall have satisfied the requirements set forth in Sections 1(a), 1(b), 1(c) and 1(d)
and the following:
(i) Total Investment at Proposed Facility. Provided documentation to the City,
which documentation shall be subject to the approval of the City, that demonstrates that the
Company has invested at least $3 million of private capital (which shall not include the
amounts contributed by the City in accordance with this Agreement) to renovate, construct
and equip the Proposed Facility, and
(ii) Total Tenant Employee Withholdings. Provided documentation to the City,
which documentation shall be subject to the approval of the City, which demonstrates to the
City that the aggregate amount of actual payroll withholding taxes collected and received
by the City pursuant to Section 2(c)(i) during the calendar years 2019 through 2023 equaled
or exceeded Seventy Thousand Dollars ($70,000), as such amounts shall be computed in
accordance with Section 2(c).
(f) Further Agreements Relating to the Proposed Facility. Until December 31, 2023, the
Company agrees that:
(i) Programmable Space - The Proposed Facility shall include at least 10,000 sq.
ft. of Programmable Space. `Programmable Space" shall mean area within the Proposed
SPB #010-8751-478W4: 04-11-2019 - 3 -
Facility to house offices, coworking, special events and other activity in alignment with the
Company's brand.
(ii) Operation of Eating/Drinking Establishment - The Company will maintain a
liquor license at the Proposed Facility during the term of this Agreement. Additionally, the
Company will operate or cause to be operated, on evenings after 5:00 p.m. and weekends, a
facility that prepares and serves food or beverages directly to the public for on premises
consumption in the area that is currently being operated as a restaurant. Hours and days of
operation may vary if approved by the City, which approval shall not be unreasonably
withheld.
(iii) Diversity of Use - The Proposed Facility shall offer a mix of uses including,
but not limited to, office, meeting space, retail, event and makers spaces.
(iv) Community Events -
(A) The Proposed Facility shall offer free public access to monthly
educational workshops and/or events which may include, but necessarily be limited
to, workshops, seminars, demo days, training, classes, book talks, networking events,
speaking engagements or other community or philanthropic events.
(B) The Proposed Facility shall offer public access to evening social
events and performances that are not otherwise reserved for private events. This
would include but is not limited to, social gatherings, live entertainment, and when
the facility operates as atraditional bar.
(C) The City shall be permitted to host and/or sponsor events from time to
time at the Proposed Facility.
(v) Credit for City Use — The Company will grant to the City a credit in the
amount of Twenty Thousand ($20,000) Dollars per year for each of the calendar years 2019
through 2023 ($100,000 in the aggregate) which the City may apply towards the use of the
Proposed Facility (i.e. for meetings, events, passes, etc.), and which credit shall be applied by
the Company against the rates as are then published by the Company for use of the Proposed
Facility.
(vi) Quarterlyports — No later than the 15'1' day of January, April, July and
October in each of the calendar years 2019 through 2023, the Company will provide a written
report to the City which will detail the use of and activities which have occurred at the
Proposed Facility during the then immediately preceding three (3) calendar months.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
SPB #010-8751-478W4: 04-11-2019 - 4 -
Section 2. City's Agreement Relating to Provision of Incentives.
(a) In consideration for the Company agreeing to acquire the Proposed Site and renovate,
construct and equip the Proposed Facility thereupon, which will result in the creation of
entrepreneurial opportunities and new jobs and employment opportunities in furtherance of
commerce to improve the economic welfare of the people of the State of Ohio and the City, the City
agrees as follows:
(i) First Pavment. No later than thirty (30) days following receipt by the City of
the Executed Purchase Agreement from the Company in accordance with Section 1(a)(i), and
provided the City determines that the Company is obligated thereunder to purchase the
Proposed Site, the City shall remit payment to the Company in the amount of One Hundred
Forty Thousand and 00/100 Dollars ($140,000.00).
(ii) Second Payment. No later than March 31, 2021, the City shall make a
determination whether the Company has satisfied the requirements set forth in Section 1(b),
which determination shall be promptly provided to the Company in writing. If the City
determines that the Company has satisfied the requirements set forth in Section 1(b), no later
than thirty (30) days following the date of that determination, the City shall remit payment to
the Company in the amount of One Hundred Forty Thousand and 00/100 Dollars
($140,000.00).
(iii) Third Payment. No later than March 31, 2022, the City shall make a
determination whether the Company has satisfied the requirements set forth in Sections 1(c)
and 1(f)(ii), which determination shall be promptly provided to the Company in writing. If
the City determines that the Company has satisfied the requirements set forth in Sections 1(c)
and 1(t)(ii), no later than thirty (30) days following the date of that determination, the City
shall remit payment to the Company in the amount of One Hundred Forty Thousand and
00/100 Dollars ($140,000.00).
(iv) Fourth Payment. No later than March 31, 2023, the City shall make a
determination whether the Company has satisfied the requirements set forth in Sections 1(d)
and 1(f)(ii), which determination shall be promptly provided to the Company in writing. If
the City determines that the Company has satisfied the requirements set forth in Sections 1(d)
and 1(f)(ii), no later than thirty (30) days following the date of that determination, the City
shall remit payment to the Company in the amount of One Hundred Forty Thousand and
00/100 Dollars ($140,000.00).
(v) Fifth Payment. No later than March 31, 2024, the City shall make a
determination whether the Company has satisfied the requirements set forth in Sections 1(e)
and 1(f)(ii), which determination shall be promptly provided to the Company in writing. If
the City determines that the Company has satisfied the requirements set forth in Sections 1(e)
and 1(f)(ii), no later than thirty (30) days following the date of that determination, the City
shall remit payment to the Company in the amount of One Hundred Forty Thousand and
00/100 Dollars ($140,000.00).
SPB #010-8751-478W4: 04-11-2019 - 5 -
(vi) 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.
(vii) 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.
(b) CityApprovals. Any reviews or approvals required of the City hereunder shall not be
unreasonably withheld, conditioned or delayed.
(c) Provisions Relating to Calculation of Withholdings. For purposes of determining
whether the Company has satisfied Section 1(e)(ii) and whether the City will owe apayment pursuant
to Section 2(a)(v), the provisions of this Section 2(c) shall apply.
(i) Calculation of Actual Pavroll Withholding Taxes. On or before March 15 of
each of the years 2020 through 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 Tenant 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 any employer of Tenant Employees during that calendar year. The Company further
acknowledges and agrees that any amount received by the City in respect of any calendar
SPB #010-8751-478W4: 04-11-2019 - 6 -
year, but following the conclusion of that calendar year, will not be considered in the total
amount of actual payroll withholding taxes for that calendar year. The City reserves in its
sole discretion the right to waive this limitation.
For purposes of this Agreement, a "Tenant Employee" shall mean any individual (A)
who is full-time employee of a Tenant, (B) whose principal situs of employment is the
Proposed Facility, (C) who is required by law to be periodically provided with a W-2 by a
Tenant and (D) shall not include any individuals hired to construct, renovate or equip the
Proposed Facility.
(ii) Information Relating to Tenant Employees. The Company agrees that, in
accordance with the City's codified ordinances, as may hereafter be amended from time to
time (the "Dublin City Code"), the annual payroll reconciliation and related W-2 forms
relating to any Tenant Employees must be provided to the City prior to February 28 of each
calendar year. For purposes of including the actual withholdings of any Tenant Employee,
the Company will be solely responsible for ensuring compliance with this Section 2(c)(ii).
(iii) Federal Employer Identification Number. For purposes of including the actual
withholdings of a Tenant Employee employed by any Tenant, the Company will be solely
responsible for causing each Tenant to report to the City the federal employee identification
number of such Tenant who employs a Tenant Employee. The Company agrees that if the
Federal Employer Identification Number of any Tenant changes at any time during the term
of this Agreement, the Company will be solely responsible for causing the Tenant to notify
the City of such change, including the new Federal Employer Identification Number, within
thirty (30) days of the occurrence of such change.
(iv) Annual Incentive Payments to the Company. Subject to compliance with the
requirements set forth in Section 2(c)(v), ifthe aggregate amount of actual payroll withholding
taxes collected and received by the City pursuant to Section 2(c)(i) during the calendar years
2019 through 2023 equals or exceeds Seventy Thousand Dollars ($70,000), the Company
shall have satisfied the requirement set forth in Section l(e)(ii).
(v) Filing of Municipal Income Tax Returns and Remission of Related Taxes.
(A) The Company agrees that for the actual withholdings of any Tenant
Employee to be recognized by the City, the employer of such Tenant Employee(s)
shall timely (1) file directly with the City all municipal income tax returns and (2)
remit directly to the City all municipal income tax payments, each as required by the
Dublin City Code. While Ohio law currently permits an entity to file its municipal
income tax returns and remit its municipal income tax payments directly through the
Ohio Business Gateway, the Company acknowledges that if in respect of any of the
tax years 2019 through 2023 (inclusive) a Tenant either (3) files a related municipal
income tax return or (4) remits a related municipal income tax payment, in either case
directly with the Ohio Business Gateway instead of the City, then notwithstanding
Section 2(c)(v)(B), the City shall not be obligated to include the actual withholdings
SPB #010-8751-478W4: 04-11-2019 - 7 -
of any of that employer's Tenant Employee(s) in the computation set forth in Section
2(c)(i).
(ii) Not earlier than fifteen (15) days preceding the date on which the City
is required to make the payment to the Company pursuant to Section 2(a)(v), the City
shall determine whether the Company is in full compliance with its obligation to remit
municipal income taxes to the City pursuant to the Dublin City Code. If the City
reasonably determines that the Company is not in full compliance, the City shall not
be obligated to make such payment on the required payment date and will promptly
provide written notification of such determination to the Company. If within sixty
(60) days following the date of the City's written notification the City receives a
payment from the Company which the City reasonably determines will cause the
Company to be in full compliance with its municipal income tax obligations pursuant
to the Dublin City Code (including any applicable interest and penalties), the City will
within fifteen (15) days of receipt of such payment remit to the Company the required
payment. If, however, the Company fails to timely remit sufficient payment to the
City in accordance with the preceding sentence, the City may in its sole discretion
determine that the City's obligation to remit such required payment is voided and that
such required payment will not be made, and will promptly provide written
notification to the Company of such determination.
Section 3. Miscellaneous.
(a) Assignment. This Agreement may not be assigned without the prior written consent
of all non -assigning Parties.
(b) Binding Effect. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns.
(c) Captions. The captions and headings in this Agreement are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(d) Day for Performance. Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
(e) Economic Development Assistance Certification. The Company has made no false
statements to the City in the process of obtaining approval of the incentives described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentives described in this Agreement, the Company shall be required to immediately
return all benefits received under this Agreement pursuant Ohio Revised Code Section 9.66(C)(2)
and shall be ineligible for any future economic development assistance from the State, any State
agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Company
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
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Code Section 2921.13(F)(1), which is punishable by a fine of not more than $1,000 and/or a term of
imprisonment of not more than six months
(f) Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties on the subject matter hereof and supersedes all prior negotiations, agreements and
understandings, both written and oral, between the Parties with respect to such subject matter. This
Agreement may not be amended, waived or discharged except in an instrument in writing executed
by the Parties.
(g) Events of Default and Remedies. Except as otherwise provided in this Agreement, in
the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party
hereto, such defaulting Party shall, upon written notice from any non -defaulting Party, proceed
immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after
receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or
remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written
notice from any non -defaulting Party commence its actions to cure or remedy said breach within said
thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such
action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied
within a reasonable time, the aggrieved non -defaulting Party may institute such proceedings as may
be necessary or desirable in its opinion to cure and remedy such default or breach.
(h) Executed Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute but
one and the same instrument. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
(i) Extent of Covenants: No Personal Liabilitv. All covenants, obligations and
agreements of the Parties contained in this Agreement shall be effective to the extent authorized and
permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a
covenant, obligation or agreement of any present or future member, officer, agent or employee of the
City or the Company other than in his or her official capacity, and neither the members of the
legislative body of the City nor any City or Company official executing this Agreement shall be liable
personally under this Agreement or be subject to any personal liability or accountability by reason of
the execution thereof or by reason of the covenants, obligations or agreements of the City and the
Company contained in this Agreement.
0) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claims,
counterclaims, disputes and other matters in question between the City, its agents and employees, and
the Company, its employees and agents, arising out of or relating to this Agreement or its breach will
be decided in a court of competent jurisdiction within Franklin County, Ohio.
(k) Legal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
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and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and
the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its terms.
(1) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall the City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, tort (including negligence and strict liability) or any other theory of law.
(m) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or if hand -delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
requested, addressed to the other Party at the address set forth in this Agreement or any addendum to
or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:
(i) the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) the Company at: Community Space Development, LLC
659 High Street
Worthington, Ohio 43085
Attention: Matt Davis
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is
intended to be exclusive of any other right or remedy, and each and every right or remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally
existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at
any time upon the strict observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy
or be construed as a waiver or relinquishment thereof. Every right and remedy given by this
Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be.
(o) Recitals. The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
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(p) Reporting Requirements. The Company acknowledges that it is hereby advised by
the City that certain accounting reporting requirements may obligate the City to treat and report
payments remitted hereunder to the Company as atax abatement Notwithstanding any such reporting
requirements, the Company acknowledges and agrees that the Company is not entitled hereunder to
an abatement or exemption of any tax obligation that would otherwise be payable pursuant to the
Dublin City Code.
(q) Severability. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a courtto be invalid or unenforceable, that determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be
construed and enforced as if the invalid or unenforceable portion were not contained herein. That
invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each
such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
(r) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(s) Term of Agreement. This Agreement shall become effective as of the Effective Date
and shall continue until the earlier of (i) the date (if occurring) on which the City reasonably
determines that the Company shall have failed to acquire the Proposed Site as described in Section
1(a)(iii), (ii) the date (if occurring but in no event prior to December 31, 2022) on which the City
reasonably determines that the Company shall have failed to satisfy the requirements set forth in
Sections 1(a), 1(b) and 1(c) or (iii) the date on which the final payment which the City is obligated to
pay hereunder is received by the Company.
(t) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
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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 asto Form:
C
Printed: Jennifer D. Readler
Title: Director of Law
CITY OF DUBLIN, OHIO
Printed: Dana L. McDaniel
Title: Citv Manager
COMMUNITY SPACE DEVELOPMENT, LLC
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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 2019 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: 2019
Angel L. Mumma
Director of Finance
City of Dublin, Ohio
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