HomeMy WebLinkAboutOrdinance 043-19RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO
Ordinance No. 4349
Passed ,
AN ORDINANCE AUTHORIZING THE
PROVISION OF CERTAIN INCENTIVES TO
BUTLER ANIMAL HEALTH HOLDING
COMPANY, LLC TO INDUCE IT TO LEASE A
FACILITY TO RETAINI AND EXPAND AN OFFICE
AND ITS AND ITS AFFILIATED ENTITIES'
ASSOCIATED OPERATIONS AND WORKFORCE,
ALL WITHIN THE CITY; AND AUTHORIZING
THE EXECUTION OF AN ECONOMIC
DEVELOPMENT AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy (the "Strategy')
approved by Dublin City Council Resolution No.. 0'/--94 adopted on ]Line 20, 1.99/lr,
and the updated Strategy approved by Dublin City Council Resolution No. 30-011f
adopted on July 6, 200111-, the City desires to encourage commercial off ice
development and create and preserve jobs and employment oppor�(_Anities within
the City; and
WHEREAS, Butler Animal Health Holding Company, 1J,C (the '"Company')
recently performed a comprehensive examination of its workforce needs, and
based on the results of this examination, and induced by and in reliance on the
economic development incentives provided in the proposed Economic
Development Agreement (as describe below), the Company is desirous of
leasing a facility to retain Find expand an office and its and its aff iiated entities'
associated operations and workforce, all within the City, in order to achieve the
payroll withholding targets set forth iin the Economic Development Agreement;
and
WHEREAS, this Council has determined that it is necessary and appropriate and
in the best interests of the City to provide for certain economic development
incentives to the Company, as described in the proposed Economic
DevelopmentAgreement; and
WHEREAS, this Council has determined to offer the economic development
incentives, the terms of which are set forth in a substantially final form of
Economic [=development Agreement presently on file in the office of the Clerk of
Council, to induce the Company to lease a facility to retain and expand an office
and its and its affiliated entities' asso+p,-Jated operations and workforce, all within
the City, which will result in the retention of existing and creation of new jobs
and employment opportu- nities, 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 ConstitL tion;
NOMI, THEREFO BE IT ORDAINED by the Council of the City of Dublin,
State of Ohio, of the elected members concurring, that:
Section I. The Economic [development Agreement by and between the City and
the Company, in the form presently on file with the Clerk of Council, providing
for, among other things, the provision of certain economic development
incentives in consideration for the Company's agreement to lease a facility for the
retention and expansion of an office and its and its affiliated entities' associated
operations and workforce, all within the City, which will result in the retention of
existing and creation of new jobs and employment opportunities, is hereby
approved and authorized with changes therein not inconsistent with this
ordinance and not sub,-Itantially adverse to this City and which shall be approved
Form 6220S
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON. OHIO
Ordinance No. 43-19
Passed Page 2 of 2
by the City Manager. The City Manager, for and in the name of this City, is hereby
authorized to execute that Economic Development Agreement, provided further
that the approval of changes thereto by that official, and their character as not
being substantially adverse to the City, shall be evidenced conclusively by the
execution thereof. This Council further authorizes the City Manager, for and in
the name of the City, to execute any amendments to the Economic Development
Agreement, which amendments are not inconsistent with this Ordinance and not
substantially adverse to this City.
Section 2. This Council further hereby authorizes and directs the City Manager,
the Director of Law, the Director of Finance, the Clerk of Council, or other
appropriate officers of the City to prepare and sign all agreements and
instruments and to take any other actions as may be appropriate to implement
this Ordinance.
Section 3. This Council finds and determines that all formal actions of this Council
and any of its committees concerning and relating to the passage of this Ordinance
were taken in open meetings of this Council or committees, and that all
deliberations of this Council and any of its committees that resulted in those formal
actions were in meetings open to the public, all in compliance with the law
including Section 121.22 of the Revised Code.
Section 4. This Ordinance shall be in full force and effect on the earliest date
permitted by law.
Signed:
Presiding Officer
A
Clerk of Council
Passed: st�, 2019
Effective: A <st 1, 2019
Form 6220S
j
Office of the City Manager
Cityof Dublin 5200 Emerald Parkway * Dublin, OH 43017-1090 lmdwftMNLAMMIL ANIL
it AWW"Rm mrs"a
Phone: 614-410-4400 * Fax: 614-410-4490 s 0
M %400 111
a
TO, Members of Dublin City Counci
From: Dana McDaniel, City Mana
ko
Date.* July 31, 2019
Ink'I'ated By: Donna L. Goss, Ph.D.,, Director of Development
Colleen Gilger, CEcD, Director of Economic Development
Jeremiah Gracia, CEcD, Economic Development Administrator
Re: Ordinance 43-19 Economic Development Agreement with Covetrus, Inc.
141M. -
Staff recommends Council passage of Ordinance 43-19 at the second reading/public hearing on
August 26, 2019. Please contact Jeremiah Gracia any questions you may have.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT 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 BUTLER ANIMAL HEALTH
HOLDING COMPANY, LLC, a Delaware 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 comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, the Company desires to lease a facility to retain and expand its office and its and
its Affiliated Entities' (as defined below) associated operations and workforce, all within the City;
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 lease a facility for the retention and expansion of the Company's
office and its and its Affiliated Entities' associated operations and workforce, all within the City,
which will result in the retention 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 lease afacility to retain and expand its
office and its and its Affiliated Entities' associated operations and workforce, all within the City;
Now THEREFORE, the City and the Company agree and obligate themselves as follows:
Section 1. Companv's Aueementto Lease aFacilitvto Retain and Expand its Office and
its and its Affiliated Entities' 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 lease afacility which is located within the City (the Facility')
and expand its office and its and its Affiliated Entities' associated operations and workforce, all
within the City, and all consistent with the terms of this Agreement. The Company and its Affiliated
Entities expect to retain approximately 228 existing employee positions within the City. In addition,
the Company and its Affiliated Entities also expects to create 100 new employee positions within the
SPB #010-8805-2878v5: 07-31-2019
City by December 31, 2027. The total estimated payroll withholdings for the retained and new
employee positions is estimated to be Four Million Six Hundred Two Thousand Three Hundred Fifty -
Nine and 00/100 Dollars ($4,602,359.00) over the term of this Agreement.
(b) The Company agrees thatthe City's obligations to remit 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 (provided that confidential terms may be redacted) evidencing the
Company's lease duration of the Facility within the City (the "Lease Agreement) which term shall
commence no later than January 1, 2020, through at least December 31, 2030 which will
accommodate the retention and expansion of the Company's associated operations and workforce,
(ii) the Company occupying the Facility and (iii) 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 execute the Lease Agreement or occupy the Facility within the
respective periods set forth in subsections 4(t)(i) and 4(t)(ii), (iv) this Agreement will terminate
without such failure constituting a breach by the Company, (v) the City's obligation to remit any
Annual Incentive Payments will be terminated and (vi) 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 agreement to lease the Facility and retain
and expand its office and its and its Affiliated Entities' associated operations and workforce, and to
retain 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) Workforce Creation Incentive.
(i) Calculation of Actual Payroll Withholding Taxes. On or before March 15 of
each of the years 2020 through 2028, the City shall calculate the actual payroll withholding
taxes collected and received during the then preceding calendar year and in respect of that
preceding calendar year by the City from all Employees (as defined below). For purposes of
that calculation, the Company acknowledges and agrees that the total amount of actual payroll
withholding taxes in respect of any calendar year shall be determined based solely upon the
amount of payroll withholding tax payments actually received by the City from the Company
or any Affiliated Entity 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 or any of its Affiliated Entities and working within the
City.
For purposes of this Agreement Affiliated Entity" or `Affiliated Entities" shall mean
any entity listed on EXHIBIT A or any entity controlled by or under common control with the
Company and, "controlled by" or "under common control with" will refer to the possession,
directly or indirectly, of the legal power to direct or cause the direction of the management
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and policies of an entity, whether through the exercise of, or the ability to exercise, voting
power or by contract. The Parties agree that the payroll withholdings taxes of any
Employee(s) employed by an Affiliated Entity which is not listed on EXHIBIT A shall not be
included in the computations described in this Section 2 until such time as EXHIBIT A shall
have been revised in writing by the Company to include the name of the Affiliated Entity and
that Entity's Federal Employer Identification Number, which number will not be disclosed by
the City except to the extent required by law, and such revision shall have been approved in
writing by the City, which approval shall not be unreasonably conditioned, delayed or
withheld.
(ii) Information Relating to Employees. The Company agrees that, in accordance
with the 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.
(iii) Employer Identification Number. The Company's Federal Employer
Identification Number is , which number will not be disclosed by the City except
to the extent required by law. 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(c), if the actual payroll withholding
taxes collected and received by the City pursuant to subsection 2(b)(i) during the then
preceding calendar year and in respect of that preceding calendar year from all Employees,
net of refunds (such amount being referred to as the Actual Withholdings'), equal or exceed
the Target Withholdings (as defined in subsection 2(b)(v)) for that preceding calendar year,
the City shall, on or before April 15 of the then current calendar year, pay to the Company,
solely from nontax revenues (as defined in subsection 2(e)), an amount equal to the product
of (A) the Actual Withholdings for that preceding calendar year 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(b) to
remit an Annual Incentive Payment to the Company in excess of the Annual Cap (as defined
in subsection 2(b)(v)) in any calendar year, and (2) the aggregate amount of all Annual
Incentive Payments remitted pursuant to this subsection 2(b) by the City to the Company shall
not exceed Nine Hundred Fifty -Five Thousand and 00/100 Dollars ($955,000.00).
(v) Target Withholdings Factor and Annual Cap. The Target Withholdings and
the Annual Cap for each of the calendar years 2019 through 2027 shall be as follows:
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Calendar Year
Target Withholdings
Annual Cap
2019
$402,000
$85,000
2020
442,000
90,000
2021
476,000
100,000
2022
508,000
105,000
2023
524,000
110,000
2024
538,000
110,000
2025
554,000
115,000
2026
570,620
120,000
2027
587,739
120,000
(vi) Forfeiture of Right to Receive Annual Incentive Payments. The Company
agrees and acknowledges that the Annual Incentive Payments provided for in subsection 2(b)
are being made by the City to the Company in consideration for the Company's agreement to
lease the Facility and retain and expand its office and its and its Affiliated Entities' associated
operations and workforce, and to retain existing and create new jobs and employment
opportunities, all within the City. The Company further agrees that ifthe Target Withholdings
requirement is not met for any given calendar year as set forth in subsection 2(b)(v), the City
shall not be obligated to make an Annual Incentive Payment to the Company for the calendar
year in respect of which the Target Withholdings requirement was not satisfied. Failure to
satisfy the Target Withholdings requirement in respect of any one calendar year does not
prohibit the Company from receiving an Annual Incentive Payment for any subsequent
calendar year in respect of which the Target Withholdings requirement is satisfied.
(c) 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 2019 through 2027 (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(c)(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 subsection 2(b)(iv) (each applicable payment being referred to as a "Required Payment")
in respect of that tax year.
(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
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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.
(d) 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.
(e) City's Obligation to Make Payments Not Debt; Payments Limited to Nontax
Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant
to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the
general credit or taxes levied by the City, and the Company shall have no right to have excises or
taxes levied by the City, the State or any other political subdivision of the State for the performance
of any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution,
any payments or advances required to be made by the City pursuant to this Section 2 shall be
payable solely from the City's nontax revenues and on a subordinated basis to the payment of debt
service charges as may hereafter be payable on securities of the City which are payable from the
City's nontax revenues. Further, since Ohio law limits the City to appropriating monies for such
expenditures only on an annual basis, the obligation of the City to make payments pursuant to this
Section 2 shall be subject to annual appropriations by the City Council and certification by the
Director of Finance of the City as to the availability of such nontax revenues. For purpose of this
Agreement, "nontax revenues" shall mean, all moneys of the City which are not moneys raised by
taxation, to the extent available for such purposes, including, but not limited to the following: (i)
grants from the United States of America and the State; (ii) payments in lieu of taxes now or
hereafter authorized to be used for the purposes by State statute; (iii) fines and forfeitures which
are deposited in the City's General Fund; (iv) fees deposited in the City's General Fund from
properly imposed licenses and permits; (v) investment earnings on the City's General Fund and
which are credited to the City's General Fund; (vi) investment earnings of other funds of the City
that are credited to the City's General Fund; (vii) proceeds from the sale of assets which are
deposited in the City's General Fund; (viii) rental income which is deposited in the City's General
Fund; and (ix) gifts and donations.
Section 3. Access to Dublink. The City and the Company heretofore entered into an
Indefeasible Right to Use agreement, dated February 2, 2019 (the "2019 Mu') which generally
provided to the Company exclusive access to two (2) optical fibers through the City's Dublink system.
The 2019 IRU currently expires on December 31, 2020. The City hereby agrees extend the 2019 IRU
to continue to provide to the Company exclusive access to two (2) optical fibers through the City's
Dublink system. The City agrees that the Company shall continue to have exclusive access to those
two (2) optical fibers until the earlier of (a) December 31, 2030 or (b) the date on which the City
SPB #010-8805-2878v5: 07-3I-2019 - 5 -
reasonably determines that the Facility is no longer occupied by employees of the Company as
described in the Agreement. A separate Indefeasible Right to Use agreement will be executed
detailing all terms of use of the Dublink fiber system.
Section 4. 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) Company's Obligations. All obligations of the Company under this Agreement may
be satisfied by any combination of the Company and any Affiliated Entity; provided, however, Actual
Withholdings in any calendar year shall not include those actual payroll withholding taxes collected
and received by the City during such calendar year which are received (net of refunds) in respect of
any person if (i) such person was employed in the City by an Affiliated Entity immediately preceding
the occurrence of the event resulting in the recognition of such Entity as an Affiliated Entity or (ii)
the actual withholdings of such person were used in such calendar year in the computation of another
income-tax based incentive similar to the incentives provided for herein. The Company represents
that as of the date of this Agreement, there are no persons currently employed within the City by any
Affiliated Entity are not identified on E%BIBrr A.
(e) Day for Performance. Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
(f) Economic Development Assistance Certification. The Company has made no false
statements to the City in the process of obtaining approval of the incentives described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentives described in this Agreement, the Company shall be required to immediately
return all benefits received under this Agreement pursuant Ohio Revised Code Section 9.66(C)(2)
and shall be ineligible for any future economic development assistance from the State, any State
agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Company
acknowledges that any person who provides a false statement to secure economic development
assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to Ohio Revised
Code Section 2921.13(F)(1), which is punishable by a fine of not more than $1,000 and/or a term of
imprisonment of not more than six months.
(g) Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties on the subject matter hereof and supersedes all prior negotiations, agreements and
understandings, both written and oral, between the Parties with respect to such subject matter. This
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Agreement may not be amended, waived or discharged except in an instrument in writing executed
by the Parties.
(h) Events of Default and Remedies. Except as otherwise provided in this Agreement, in
the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party
hereto, such defaulting Party shall, upon written notice from any non -defaulting Party, proceed
immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after
receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or
remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written
notice from any non -defaulting Party commence its actions to cure or remedy said breach within said
thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such
action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied
within a reasonable time, the aggrieved non -defaulting Party may institute such proceedings as may
be necessary or desirable in its opinion to cure and remedy such default or breach.
(i) Executed Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute but
one and the same instrument. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
0) 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.
(k) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claims,
counterclaims, disputes and other matters in question between the City, its agents and employees, and
the Company, its employees and agents, arising out of or relating to this Agreement or its breach will
be decided in a court of competent jurisdiction within Franklin County, Ohio.
(1) Legal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and
the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its terms.
(m) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall the City or the Company be liable to each other for punitive, special,
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consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, tort (including negligence and strict liability) or any other theory of law.
(n) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or if hand -delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
requested, addressed to the other Party at the address set forth in this Agreement or any addendum to
or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:
(i) the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) the Company at: Butler Animal Health Holding Company, LLC
dba Covetrus North America
400 Metro Place N., Suite 100
Dublin, Ohio 43017
Attention: Eric Bosserman
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(o) No Waiver. No right or remedy herein conferred upon or reserved to any Party is
intended to be exclusive of any other right or remedy, and each and every right or remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally
existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at
any time upon the strict observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy
or be construed as a waiver or relinquishment thereof. Every right and remedy given by this
Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be.
(p) Recitals. The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
(q) 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
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an abatement or exemption of any tax obligation that would otherwise be payable pursuant to the
Dublin City Code.
(r) 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.
(s) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(t) Term of Agreement. This Agreement shall become effective as of the Effective Date
and shall continue until the earlier of (i) December 31, 2019 provided that as of that day the Company
shall have theretofore failed to satisfy the requirements of subsection 1(b)(i), (ii) January 15, 2020
provided that as of that day the Company shall have theretofore failed to satisfy the requirements of
subsection 1(b)(ii) or (iii) the day on which the final Annual Incentive Payment which the City is
obligated to pay hereunder is received by the Company.
(u) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person (other than an Affiliated Entity) any right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
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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
BUTLER ANIMAL HEALTH HOLDING COMPANY,
LLC
LIM
Printed:
Title:
SPB #010-8805-2878v5: 07-31-2019 - 10-
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
Director of Finance
City of Dublin, Ohio
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EXHIBIT A
LIST OF AFFILIATED ENTITIES
Full Company Name
Butler Animal Health Supply, LLC
Animal Health Logistics, LLC
SPB #010-8805-2878v5: 07-3I-2019 A-1
FEIN