Ordinance 57-21
To: Members of Dublin City Council
From: Dana McDaniel, City Manager
Date: September 7, 2021
Initiated By: Colleen Gilger, CEcD, Director of Economic Development
Eric Meyer, Economic Development Administrator
Re: Ordinance 57-21 Economic Development Agreement with VARGO.
Background
VARGO, Inc. has reached capacity at its Technology Center located in Dublin and its Corporate
Headquarters in Hilliard, OH. As result, VARGO has been conducting a competitive real estate search
for opportunities to establish a new headquarters, and has considered other central Ohio
communities and out of state sites such as Austin, TX.
VARGO designs, implements and supports custom distribution center solutions that help companies
reduce operating costs, improve efficiency and increase profitability. In addition to VARGO’s
expertise in engineering and equipment, the company’s proprietary software allows clients to
optimize warehouse activities and fulfillment and distribution systems. VARGO has served customers
in a variety of industries such as Gap Inc., The McGraw Hill Companies, Carquest Auto Parts, and
Lockheed Martin Corporation. VARGO received a Fast 50 Award from Columbus Business First in
2014 and was honored by Smart Business magazine in 2015, 2016, and 2017 as one of the 50
smartest companies in the Columbus region. In addition to Hilliard and Dublin, VARGO has offices in
Austin, TX; Berkeley, CA; and Mason, OH.
To meet expansion needs, VARGO is considering the acquisition and renovation of an approximately
26,000 SF facility located in Dublin. The acquisition will allow VARGO to consolidate its Corporate
Headquarters and existing Dublin staff into one facility and accommodate projected future job
growth. The Economic Development Agreement proposed is a payroll performance withholding
incentive of up to $163,972 and a $50,000 facilities acquisition grant. The performance incentive is
only applicable to existing Dublin Office VARGO employees and net new jobs; jobs relocating from
other Central Ohio communities are not eligible for this incentive. The performance incentive and
grant are contingent upon VARGO providing proof of purchasing a facility within Dublin of at least
26,000 SF facility by December 31, 2021, receiving an occupancy permit by December 31, 2022,
and completing the relocation of staff to the facility by June 30, 2023.
The project retains twenty-six (26) existing employee positions within Dublin and is expected to
bring twenty-eight (28) other Central Ohio employees to Dublin. VARGO also expects to create
thirty-four (34) new employee positions within Dublin by December 31, 2027. The project is
anticipated to bring approximately $1,378,000 in net withholdings through 2029.
Recommendation
Staff recommends Council passage of Ordinance 57-21 on September 27, 2021. Please contact Eric
Meyer (emeyer@dublin.oh.us) with any questions you may have.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43016
Phone: 614-410-4400 Memo
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ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this
_____ day of __________, 2021 (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 VARGO, INC., an Ohio corporation
(the “Company” and together with the City, the “Parties”), under the circumstances summarized in
the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the “Strategy”) approved by
Dublin City Council Resolution No. 56-19 adopted on October 19, 2019, the City desires to
encourage commercial office development and create and preserve jobs and employment
opportunities within the City; and
WHEREAS, based on the results of the Company’s recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, the Company desires to relocate an existing office from within the central Ohio
region and an existing office from within the City to a new, single office within the City; and
WHEREAS, to facilitate those office relocations, the Company desires to purchase, or cause
the purchase by an affiliated entity of, a facility within the City which will accommodate the
relocation of those several offices to a new, single office within the City and future expansion of that
office and its associated operations and workforce within the City; and
WHEREAS, pursuant to Ordinance No. ___-21 passed on __________, 2021 (the
“Ordinance”), the City has determined to offer the economic development incentives described
herein to induce the Company to purchase, or cause the purchase by an affiliated entity of, a facility
for the relocation of the Company’s several offices to a new, single office within the City and the
expansion of that office and its associated operations and workforce within the City, which will result
in the relocation of existing and creation of new jobs and employment opportunities to improve the
economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII,
Section 13 of the Ohio Constitution; and
WHEREAS, the City and the Company have determined to enter into this Agreement to
provide these incentives in order to induce the Company to purchase, or cause the purchase by an
affiliated entity of, a facility to relocate the Company’s several offices to a new, single office within
the City and to expand that office and its associated operations and workforce within the City;
NOW THEREFORE, in consideration of the foregoing, the promises contained herein, and other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
City and the Company agree and obligate themselves as follows:
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Section 1. Company’s Agreement to Purchase a Facility to Relocate the Company’s
Several Offices to the City and Expand that Office and its Associated Operations and Workforce
Within the City.
(a) In consideration for the economic development incentives to be provided by the City
herein, the Company agrees that it will purchase, or cause the purchase by an affiliated entity of, a
minimum 26,000 sq. ft. facility which is located within the City (the "Facility") and which will be of
sufficient size to relocate the Company’s several offices to a new, single office within the City and
to expand that office and its associated operations and workforce within the City, all consistent with
the terms of this Agreement. The Company expects to retain twenty-six (26) existing employee
positions within the City. The Company also expects to relocate twenty-eight (28) existing employee
positions from within the central Ohio region to the City by January 1, 2023. In addition, the
Company expects to create thirty-four (34) new employee positions within the City by December 31,
2027. The total estimated payroll withholdings for the retained, relocated and new employee positions
is estimated to be approximately One Million Three Hundred Seventy-Eight Thousand Dollars
($1,378,000) through December 31, 2029.
(b) The Company agrees that the City’s obligations to remit the payments pursuant to
Section 2 of this Agreement shall be contingent upon: (i) the Company delivering to the City a
photocopy of a fully executed agreement evidencing the Company’s, or an affiliated entity’s, purchase
of the Facility within the City (the “Purchase Agreement”), provided that the purchase of the Facility
will have been completed no later than December 31, 2021, and such Facility will accommodate the
relocation of the Company’s several offices to the City and the expansion of the Company’s
associated operations and workforce within the City, (ii) the City issuing to the Company (which
issuance will not be unreasonably withheld, delayed or conditioned) a certificate of occupancy (the
"Certificate of Occupancy") for the Facility, (iii) the Company occupying the Facility and (iv) such
other conditions as are set forth in Section 2; provided, however, and notwithstanding any provision
herein to the contrary, if the Company shall, after having acted in good faith, fail to deliver either the
Purchase Agreement, receive the Certificate of Occupancy or occupy the Facility, each within the
respective periods set forth in subsections 3(s)(i), 3(s)(ii) and 3(s)(iii), (v) this Agreement will
terminate without such failure constituting a breach by the Company, (vi) the City’s obligation to
remit the Relocation Incentive Payment or any Annual Incentive Payments will be terminated and
(vii) the Company will owe no penalties to the City as a result of such failure.
Section 2. City’s Agreement to Provide Incentives.
(a) General. In consideration for the Company’s, or an affiliated entity’s, agreement to
purchase the Facility to relocate the Company’s several offices to a new, single office within the City
and to expand that office and its associated operations and workforce, and to relocate existing and
create new jobs and employment opportunities, all within the City, the City agrees to provide
economic development incentives to the Company in accordance with this Section.
(b) Relocation Incentive.
(i) Relocation Incentive Payment to the Company. The Company agrees to
purchase, or cause the purchase by an affiliated entity of, the Facility to relocate the
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Company’s several offices to a new, single office within the City and to expand that office
and its associated operations and workforce within the City. In consideration of the
Company’s, or an affiliated entity’s, agreement to purchase the Facility to relocate the
Company’s several offices to a new, single office within the City and to expand that office
and relocate existing and create new jobs and employment opportunities within the City, and
subject to the Company’s compliance with the requirements set forth in subsection 2(d), the
City agrees to provide to the Company a relocation incentive payment (the “Relocation
Incentive Payment”) in the amount of Fifty Thousand and 00/100 Dollars ($50,000.00),
payable to the Company no later than sixty (60) days following the date on which the City
shall have determined that all of the following conditions shall have been satisfied: (A) the
Company, or an affiliated entity, shall have executed the Purchase Agreement and provided a
photocopy of that executed Purchase Agreement to the City, (B) the City shall have issued a
Certificate of Occupancy for the Facility (which issuance will not be unreasonably
conditioned, delayed or withheld by the City) and (C) the Company shall have occupied the
Facility.
(ii) Forfeiture of Right to Receive Relocation Incentive Payment. The Company
agrees and acknowledges that the Relocation Incentive Payment provided for in subsection
2(b)(i) is being made by the City to the Company in consideration for the Company’s, or an
affiliated entity’s, agreement to purchase the Facility to relocate the Company’s several
offices to a new, single office within the City and to expand that office and its associated
operations and workforce, and to relocate existing and create new jobs and employment
opportunities, all within the City. The Company further agrees that if the requirements of
subsection 2(b)(i) are not satisfied, the City shall not be obligated to remit the Relocation
Incentive Payment to the Company as required by this subsection 2(b).
(c) Workforce Creation Incentive.
(i) Calculation of Actual Payroll Withholding Taxes. On or before March 15 of
each of the years 2024 through 2030, the City shall calculate the actual payroll withholding
taxes collected and received during the then preceding calendar year and in respect of that
preceding calendar year by the City from all Employees (as defined below). For purposes of
that calculation, the Company acknowledges and agrees that the total amount of actual payroll
withholding taxes in respect of any calendar year shall be determined based solely upon the
amount of payroll withholding tax payments actually received by the City from the Company
during that calendar year. The Company further acknowledges and agrees that any amount
received by the City in respect of any calendar 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 Section 2, “Employees” 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 City’s codified ordinances, as may hereafter be amended from time to time (the
“Dublin City Code”), the annual payroll reconciliation and related W-2 forms relating to its
Employees will be provided to the City prior to February 28 of each calendar year.
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(iii) Employer Identification Number. The Company’s Federal Employer
Identification Number is ___-__________. The Company agrees that if the Federal Employer
Identification Number changes at any time during the term of this Agreement, the Company
will notify the City of such change, including the new Federal Employer Identification
Number, within thirty (30) days of the occurrence of such change.
(iv) Annual Incentive Payments to the Company. Subject to the Company’s
compliance with the requirements set forth in subsection 2(d), if the actual payroll withholding
taxes collected and received by the City pursuant to subsection 2(c)(i) during the then
preceding calendar year and in respect of that preceding calendar year from all Employees,
net of refunds (such amount being referred to as the “Actual Withholdings”), equal or exceed
the Target Withholdings (as defined in subsection 2(c)(v)) for that preceding calendar year,
the City shall, on or before April 15 of the then current calendar year, pay to the Company,
solely from nontax revenues (as defined in subsection 2(f)), an amount equal to the product
of (A) the difference between (I) an amount equal to the Actual Withholdings for that
preceding calendar year minus (II) an amount equal to the Base Withholdings for that
preceding calendar year (if such difference is less than zero dollars, then for purposes of this
computation, that difference shall equal zero dollars), multiplied by (B) twenty percent (20%)
(with each such product being referred to as an “Annual Incentive Payment”); provided,
however, that (1) the City shall not be required pursuant to this subsection 2(c) to remit an
Annual Incentive Payment to the Company in excess of the Annual Cap (as defined in
subsection 2(c)(v)) in any calendar year, and (2) the aggregate amount of all Annual Incentive
Payments remitted pursuant to this subsection 2(c) by the City to the Company shall not
exceed One Hundred Sixty-Three Thousand Nine Hundred Seventy-Two and 00/100 Dollars
($163,972.00).
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(v) Base Withholdings, Target Withholdings and Annual Cap. The Base
Withholdings, the Target Withholdings and the Annual Cap for each of the calendar years
2023 through 2029 shall be as follows:
Calendar Year Base Withholdings(1) Target Withholdings(1) Annual Cap
2023 $82,000 $166,020 $17,140
2024 82,000 177,240 19,429
2025 82,000 188,660 21,759
2026 82,000 200,480 24,170
2027 82,000 212,500 26,622
2028 82,000 215,110 27,154
2029 82,000 217,772 27,698
(1) The Base Withholdings for each calendar year represents the sum of the estimated payroll withholdings taxes that
would have been collected by the City in 2021 in respect of the Company's twenty-eight (28) "to be relocated"
employees if those employees would have been employed within the City throughout 2021. The difference
between the Target Withholdings and the Base Withholdings for each calendar year reflects the anticipated
minimum withholdings attributable to the twenty-six (26) “retained” employees and any new employee positions
created after the Company locates all of its employees to the City.
(vi) Forfeiture of Right to Receive Annual Incentive Payments. The Company
agrees and acknowledges that the Annual Incentive Payments provided for in subsection 2(c)
are being made by the City to the Company in consideration for the Company’s, or an
affiliated entity’s, agreement to purchase the Facility to relocate the Company’s several
offices to a new, single office within the City and to expand that office and its associated
operations and workforce, and to relocate existing and create new 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 forth in subsection 2(c)(v), the City
shall not be obligated to make an Annual Incentive Payment to the Company for the calendar
year in respect of which the Target Withholdings requirement was not satisfied. Failure to
satisfy the Target Withholdings requirement in respect of any one calendar year does not
prohibit the Company from receiving an Annual Incentive Payment for any subsequent
calendar year in respect of which the Target Withholdings requirement is satisfied.
(d) Filing of Municipal Income Tax Returns and Remission of Related Taxes.
(i) The Company agrees that it shall timely (A) file directly with the City all
municipal income tax returns and (B) remit directly to the City all municipal income tax
payments, each as required by the Dublin City Code. While Ohio law currently permits the
Company to file its municipal income tax returns and remit its municipal income tax payments
directly through the Ohio Business Gateway, the Company acknowledges that if in respect of
any of the tax years 2021 through 2029 (inclusive), the Company either (C) files a related
municipal income tax return or (D) remits a related municipal income tax payment, in either
case directly with the Ohio Business Gateway instead of the City, then notwithstanding
subsection 2(d)(ii), the Company shall forfeit its right to receive and the City shall not be
obligated to remit any payment which the City might otherwise be required to pay pursuant
to subsections 2(b)(i) or 2(c)(iv) (each applicable payment being referred to as a “Required
Payment”) in respect of that tax year.
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(ii) Not earlier than fifteen (15) days preceding the date on which the City is
required to make a Required Payment to the Company, the City shall determine whether the
Company is in full compliance with its obligation to remit municipal income taxes to the City
pursuant to the Dublin City Code. If the City reasonably determines that the Company is not
in full compliance, the City shall not be obligated to make the Required Payment on the
required payment date and will promptly provide written notification of such determination
to the Company. If within sixty (60) days following the date of the City’s written notification
the City receives a payment from the Company which the City reasonably determines will
cause the Company to be in full compliance with its municipal income tax obligations
pursuant to the Dublin City Code (including any applicable interest and penalties), the City
will within fifteen (15) days of receipt of such payment remit to the Company the Required
Payment. If, however, the Company fails to timely remit sufficient payment to the City in
accordance with the preceding sentence, the City may in its sole discretion determine that the
City’s obligation to remit such Required Payment is voided and that such Required Payment
will not be made, and will promptly provide written notification to the Company of such
determination.
(e) Method of Payment. The payments to be paid to the Company as provided in this
Section 2 shall be made by the City to the Company by electronic funds transfer or by such other
manner as is mutually agreed to by the City and the Company.
(f) City’s Obligation to Make Payments Not Debt; Payments Limited to Nontax
Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant
to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the
general credit or taxes levied by the City, and the Company shall have no right to have excises or
taxes levied by the City, the State or any other political subdivision of the State for the performance
of any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution,
any payments or advances required to be made by the City pursuant to this Section 2 shall be
payable solely from the City’s nontax revenues and on a subordinated basis to the payment of debt
service charges as may hereafter be payable on securities of the City which are payable from the
City’s nontax revenues. Further, since Ohio law limits the City to appropriating monies for such
expenditures only on an annual basis, the obligation of the City to make payments pursuant to this
Section 2 shall be subject to annual appropriations by the City Council and certification by the
Director of Finance of the City as to the availability of such nontax revenues. For purpose of this
Agreement, “nontax revenues” shall mean, all moneys of the City which are not moneys raised by
taxation, to the extent available for such purposes, including, but not limited to the following: (i)
grants from the United States of America and the State, (ii) payments in lieu of taxes now or
hereafter authorized to be used for the purposes by State statute, (iii) fines and forfeitures which
are deposited in the City’s General Fund, (iv) fees deposited in the City’s General Fund from
properly imposed licenses and permits, (v) investment earnings on the City’s General Fund and
which are credited to the City’s General Fund, (vi) investment earnings of other funds of the City
that are credited to the City’s General Fund, (vii) proceeds from the sale of assets which are
deposited in the City’s General Fund, (viii) rental income which is deposited in the City’s General
Fund and (ix) gifts and donations.
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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
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.
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(h) Executed Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute but
one and the same instrument. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
(i) Extent of Covenants; No Personal Liability. All covenants, obligations and
agreements of the Parties contained in this Agreement shall be effective to the extent authorized and
permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a
covenant, obligation or agreement of any present or future member, officer, agent or employee of the
City or the Company other than in his or her official capacity, and neither the members of the
legislative body of the City nor any City or Company official executing this Agreement shall be liable
personally under this Agreement or be subject to any personal liability or accountability by reason of
the execution thereof or by reason of the covenants, obligations or agreements of the City and the
Company contained in this Agreement.
(j) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claims,
counterclaims, disputes and other matters in question between the City, its agents and employees, and
the Company, its employees and agents, arising out of or relating to this Agreement or its breach will
be decided in a court of competent jurisdiction within Franklin County, Ohio.
(k) Legal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and
the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its terms.
(l) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall the City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, tort (including negligence and strict liability) or any other theory of law.
(m) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or if hand-delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
requested, addressed to the other Party at the address set forth in this Agreement or any addendum to
or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:
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(i) the City at: City of Dublin, Ohio
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: Economic Development Director
(ii) the Company at: Vargo, Inc.
3709 Parkway Lane
Hilliard, Ohio 43026
Attention: Bart Cera, President & COO
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is
intended to be exclusive of any other right or remedy, and each and every right or remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally
existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at
any time upon the strict observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy
or be construed as a waiver or relinquishment thereof. Every right and remedy given by this
Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be.
(o) Recitals. The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
(p) Reporting Requirements. The Company acknowledges that it is hereby advised by
the City that certain accounting reporting requirements may obligate the City to treat and report
payments remitted hereunder to the Company as a tax abatement. Notwithstanding any such reporting
requirements, the Company acknowledges and agrees that the Company is not entitled hereunder to
an abatement or exemption of any tax obligation that would otherwise be payable pursuant to the
Dublin City Code.
(q) Severability. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a court to be invalid or unenforceable, that determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be
construed and enforced as if the invalid or unenforceable portion were not contained herein. That
invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each
such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
(r) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
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(s) Term of Agreement. This Agreement shall become effective as of the Effective Date
and shall continue until the earlier of (i) December 31, 2021 provided that as of that day the Company
shall have theretofore failed to satisfy the requirements of Section 1(b)(i), (ii) December 31, 2022
provided that as of that day the Company shall have theretofore failed to satisfy the requirements of
Section 1(b)(ii), (iii) June 30, 2023 provided that as of that day the Company shall have theretofore
failed to satisfy the requirements of Section 1(b)(iii) or (iv) the day on which the final Annual
Incentive Payment which the City is obligated to pay hereunder is received by the Company.
(t) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
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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.
CITY OF DUBLIN, OHIO
By:
Printed: Dana L. McDaniel
Title: City Manager
Approved as to Form:
By:
Printed: Jennifer D. Readler
Title: Director of Law
VARGO, INC.
By:
Printed:
Title:
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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 2021 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: ____________, 2021
Matthew L. Stiffler
Director of Finance
City of Dublin, Ohio