76-06 OrdinanceRECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
Ordinance No. ~~~~~ Passed
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AN ORDINANCE AUTHORIZING THE PROVISION OF AN
ECONOMIC DEVELOPMENT INCENTIVE TO SABER CORP. TO
INDUCE THE RELOCATION AND EXPANSION OF THE SABER
SOLUTIONS INC. OPERATIONS AND WORKFORCE WITHIN
THE CITY OF DUBLIN; AUTHORIZING THE EXECUTION OF AN
ECONOMIC DEVELOPMENT AGREEMENT
WHEREAS, consistent with the Economic Development Strategy approved by
Dublin City Council Resolution No. 07-94 on June 20, 1994, this Council
desires to encourage commercial office development and provide for the
creation of employment opportunities within the City; and
WHEREAS, based on the results of Saber Solutions Inc., dba Saber Corp. (the
"Company') and comprehensive examination of workforce needs, and induced
by and in reliance on the economic development incentive provided in the
proposed Economic Development Agreement, the Company is desirous of
relocating its operations to the City, and expanding its workforce to achieve the
payroll withholding targets set forth in the Economic Development Agreement;
and
WHEREAS, this Council has determined to offer an economic development
incentive, 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 relocate its operations and expand its
workforce within the City, thereby creating additional jobs and employment
opportunities and 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; and
WHEREAS, this Council finds that it is in the best interest of the City to
provide these economic development incentives to induce the Company to
relocate its operations and expand its workforce within the City, and to provide
for the execution and delivery of that Economic Development Agreement with
the Company;
NOW, THEREFORE, BE IT ORDAINED by the Council o the City of Dublin,
Franklin, Union and Delaware Counties, State of Ohio, of the elected
members concurring that:
Section 1. The City hereby finds and determines that the provision of the
economic development incentive, as described in the Economic Development
Agreement (as described below) is necessary and appropriate and in the best
interests of the City to provide for the creation of jobs and employment
opportunities and 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.
Section 2. 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 an economic development
incentive in consideration for the Company's agreement to relocate its
operations and expand its workforce 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 and Director of Finance. The City Manager and Director of Finance,
for and in the name of this City, are hereby authorized to execute that
Economic Development Agreement, provided further that the approval of
RECORD OF ORDINANCES
Dayton Lega] Blank, Inc. Form No. 30043
Ordinance No.
76-06
Passed Page ~~vo
changes thereto by those officials, and their character as not being
substantially adverse to the City, shall be evidenced conclusively by their
execution thereof. This Council further authorizes the City Manager and the
Director of Finance, 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 3. This Council further hereby authorizes and directs the City
Manager, the Director of Finance, the Director of Law, 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 4. This Council finds and determines that all formal actions of this
Council concerning and relating to the passage of this Ordinance were taken
in an open meeting of this Council and that all deliberations of this Council that
resulted in those formal actions were in meetings open to the public in
compliance with the law.
Section 5. This Ordinance shall be in full force and effect on the earliest date
permitted by law.
Passed this_ day of/Ud U~h,b tr~ , 2006.
Mayor -Presiding Officer
Attest:
~_
Clerk of Council
Passed: ~o U~b ~ o~ 6 , 2006
Effective: .A~e e/y,,b e/ ~,C? , 2006
I hereby certify that copies of this
Ordinance/Resolution were posted in the
City of Dublin in accordance with Section
731.25 of the Ohio Revised Code.
De}yCi Clerk of Council, Dublin, Ohio
CITY OF DURLIN
Office of the City Manager
5200 Emerald Parkway, Dublin, Ohio 43016
Phone: 614-410-4400 Fax: 614-410-4490
Memo
To: Members of Dublin City Council
From: Jane S. Brautigam, City Manager ~~,,,~ 5 ~ "f
Date: November 1, 2006
Initiated By: Colleen M. Gilger, Acting Director of Economic Development
Re: Ordinance 76-06 -Economic Development Agreement with Saber Corp.
Summary
Staff has been in discussions with Saber Corporation regarding the possibility of a Dublin location for its
newly created data center and expanding regional office. The company has identified 5555 Glendon
Court (the "CareWorks building") for its new regional office location, after outgrowing space in
Columbus.
Incorporated in 1997 and headquartered in Portland, Oregon, Saber has more than 650 employees
nationwide. Aprivately-held technology company, Saber is one of the nation's largest providers of IT
solutions exclusively focused on serving the needs of state and local governments. It provides software
and services that underpin essential functions such as voter registration, election management, public
retirement programs, human services, public heahh services, motor vehicles, unemployment insurance,
and forms and document processing.
Ordinance 76-06 authorizes an Economic Development Agreement (EDA) between the City and Saber
that provides fora $100,000 Technology Grant for data center technology upgrades to the facility,
payable in one installment. The EDA includes a provision for repayment of the Technology Grant if the
established annual Target Withholdings are not met. This "claw back" provision requires the company
to repay 20% of the Technology Grant for any year in which the Target Withholdings are not met.
Saber is committing to ten employees upon data center move-in during November 2006, and the hiring
of at least ten more data center employees over the next two years. In addition, the 125 corporate jobs
will locate to Dublin by October 2007, equating to a total. annual payroll of $9 million once all moves
are complete by the end of next year. Saber is projected to pay approximately $990,614 in new
withholding income tax revenues over the term of this agreement.
Recommendation
Staff recommends the Economic Development Agreement and Ordinance 76-06 be approved by City
Council at the second reading/public hearing on November 20, 2006.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement"} is made and entered into
this day of , 2006, by and between the CITY of DUBLIN, Oxlo (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 SABER SOLUTIONS, INC., DBA SABER CORP. (the
"Company"), an Oregon corporation authorized to do business in the State, with its Midwest
regional office currently located at lIl West Liberty Street, Columbus, Ohio, 43215 (the
"Columbus Facility"), 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 and retail development and provide for the retention and creation
of 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 incentive provided
in this Agreement, the Company is desirous of relocating and expanding its workforce within the
City; and
WHEREAS, pursuant to Ordinance No. 76-06 passed , 2006
(the "Ordinance', the City has determined to offer the economic development incentive described
herein to induce the Company to relocate and expand its workforce within the City 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 this incentive in order to induce the Company to relocate its operations and expand its
workforce within the City;
Now Tt-~REI+oRE, the City and the Company covenant agree and obligate themselves as
follows:
Section i. The Company Agreement to Relocate and Expand Workforce in the City.
The Company presently employs 125 office personnel employees at the Columbus Facility. The
aggregate annual payroll of those employees is approximately $9,000,000. For consideration of the
economic development incentive to be provided by the City herein, the Company agrees that it will
relocate at least 10 data center employees to the City by December 31, 2006, and approximately 125
office personnel employees to the City by December 31, 2007. The Company further agrees to
expand its workforce within the City pursuant to this Agreement.
The Company will relocate its workforce and operations within the City upon the execution
of a lease for the facility located at 5555 Glendon Court, Dublin Ohio 43016 (the "Dublin
Facility").
Section 2. City Agreement to Provide Incentive.
(a) General. In consideration for the Company's agreement to relocate and expand its
workforce and associated payroll within the City, the City agrees to provide the economic
development incentive to the Company in accordance with this Section.
(b) Technology Grant. The Company will update equipment at the Dublin Facility to
support its operations within the City. In consideration of that agreement to upgrade such
equipment and relocate and expand its workforce within the City, the City agrees to provide a
grant in the amount of $100,000 to the Company to be used for the purpose of upgrading
equipment at the Dublin Facility (the "Technology Grartt'~.
(c) Payment to the Company. The Company agrees that the City shall not be required
to make any payment which may otherwise be required by this Agreement until the Company (i)
has provided the City with written evidence of a lease agreement for the Dublin Facility, obligating
the Company through at least December 31, 2012, which lease shall be in a form which is
reasonably acceptable to the City, and (ii) has provided the City with written evidence that ten
(10) full-time employees have been relocated to the Dublin Facility by December 31, 2006.
Upon the Company's satisfaction of the requirements set forth in Sections 2(c)(i) and
2(c)(ii), the City agrees that it will remit payment of the Technology Grant to the Company no
later than April 15, 2007. Payment of the Technology Grant 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.
(d) Forfeiture of Technology Grant. The Company acknowledges that the City shall not
be required. to make any payment under this Agreement until the Company has satisfied the
requirements of Sections 2(c)(i) and 2(c)(ii}. The Company agrees that payment of the Technology
Grant provided for this Section is being made by the City to the Company in consideration for the
Company's agreement to relocate and expand its workforce within the City. The Company further
agrees that if the Target Withholding (as defined below) is not met for any given year, as set forth in
this Section 2(d)(iii), the Company shall repay to the City an amount equal to twenty (20%) percent
of the Technology Grant (the "Forfeiture Payment") for the year in which the Target Withholding
was not met. Failure to meet the Target Withholding in any one year does not prohibit the
Company from retaining the portion of the Technology Grant for any subsequent year in which the
Target Withholding is met.
(i) Calculation of Actual Withholdings. On or before March 15 of each of the
years 2009 thru 2013 the City shall determine whether the Actual Withholdings collected
during the preceding calendar year by the City from all Employees meet or exceed the
Target Withholdings for that preceding calendar year, all in accordance with the schedule
set forth below. For purposes of this Section 2, "Employees" shall include only the
following:
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(A) All individuals employed by the Company working at the Dublin
Facility located within the City ("Company Employees"); and
(ii) Information Relating to the Company Employees. The Company agrees
that, in accordance with the Dublin City Code, the annual payroll reconciliation and related
W-2 forms relating to the Company Employees will be provided to the City prior to
February 28 of each calendar year.
(iii) Target Withholdings. If the actual payroll withholding taxes collected
during a preceding calendar year by the City from all employees, net of refunds ("Actual
Withholdings"), meet or exceed the Target Withholdings for that preceding calendar year,
the Company will not be required to make a Forfeiture Payment. If the Actual Withholdings
do not meet or exceed the Target Withholdings for that preceding calendar year, the
Company shall be required to make a Forfeiture Payment for that year. If the Company is
required to make a Forfeiture Payment in any year, such Forfeiture Payment must be paid to
the City by June 30 in the calendar year following the year in which the Target
Withholdings were not met. The Target Withholdings for each of the calendar years 2008
through 2012 shall be:
Calendar Year Target Withholdings
2008 $180,000
2009 $189,000
2010 $194,450
2011 $208,373
2012 $218,791
Forfeiture Payment
$20,000, due by June 9, 2009
$20,000, due by June 9, 2010
$20,000, due by June 9, 2011
$20,000, due by June 9, 2012
$20,000, due by June 9, 2013
(e) City's Obligation to Make Payments Not Debt• Payments Limited to Non-tax Revenues.
Notwithstanding anything to the contrary herein, the abligations 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 non-tax 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 non-tax revenues.
(f) Applicable City Payroll Tax Rate. For purposes of calculating the Actual Withholdings
in each calendar year under this Section 2, the City's payroll tax rate shall be assumed to be two
percent (2%).
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Section 3. Miscellaneous.
(a) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or ifhand-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:
Saber Solutions, Inc.
Attn: Charles Berry
111 West Liberty Street
Columbus, OH 43215
And
Saber Solutions, Inc.
Attn: Legal Department
1800 SW First Avenue, Suite 350
Portland, OR 97201
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.
(b) Extent of Provisions• No Personal Liability. All rights, remedies, representations,
warranties, covenants, agreements and obligations of the City under this Agreement shall be
effective to the extent authorized and permitted by applicable law. No representation, warranty,
covenant, agreement, obligation or stipulation contained in this Agreement shall be deemed to
constitute a representation, warranty, covenant, agreement, obligation or stipulation of any present
or future trustee, member, officer, agent or employee of the City or the Company in other than his or
her official capacity. No official executing or approving the City's or the Company's participation
in this Agreement shall be liable personally under this Agreement or be subject to any personal
liability or accountability by reason of the issuance thereof.
(c) Successors. This Agreement shall be binding upon and inure to the benefit of the
Company and its successors and assigns.
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(d) Recitals. The City and the Company 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.
(e) Amendments. This Agreement may only be amended by written instrument executed
by the City and the Company.
(f) Executed Counterparts. This Agreement may be executed in several counterparts, each
of which shall be regarded as an original and all of which shall constitute but one and the same
agreement. It shall not be necessary in proving this Agreement to produce or account for more than
one of those counterparts.
(g) Severability. In case any section or provision of this Agreement, or any covenant,
agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any
application thereof, is held to be illegal or invalid for any reason,
(i) that illegality or invalidity shall not affect the remainder hereof or thereof, any
other section or provision hereof, or any other covenant, agreement, obligation or action, or
part thereof, made, assumed, entered into or taken, all of which shall be construed and
enforced as if the illegal or invalid portion were not contained herein or therein,
(ii) the illegality or invalidity of any application hereof or thereof shall not affect
any legal and valid application hereof or thereof, and
(iii) each section, provision, covenant, agreement, obligation or action, or part
thereof, shall be deemed to be effective, operative, made, assumed, entered into or taken in
the manner and to the full extent permitted by law.
(h} C tions. The captions and headings in this Agreement aze for convenience only and in
no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(i) Governing_Law and Choice of Forum. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio or applicable federal law. All claims,
counterclaims, disputes and other matters in question between the City, its agents and employees,
and 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.
(j) Survival of Representations and Warranties. All representations and warranties of
the Company and the City in this Agreement shall survive the execution and delivery of this
Agreement.
(k) Notwithstanding any clause or provision of this Agreement to the contrary, in no
event shall City or the Company be liable to each other for punitive, special, consequential, or
indirect damages of any type and regardless of whether such damages are claimed under contract,
tort (including negligence and strict liability) or any other theory of law.
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Irr WrrNESS 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: ,Jane Brautigam
Title: City Manager
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
SABER SOLUTIONS 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 monies required to meet the obligations of the City under the foregoing Agreement
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: , 2006
Marsha I. Crrigsby
Deputy City ManagerlDirector ofFinance
City of Dublin, Ohio
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