Ordinance 005-17Dayton Legal Blank, Inc.
Ordinance No. 05-17
RECORD OF ORDINANCES
Form No. 30043
Passed , 20
AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN
INCENTIVES TO DENSO INTERNATIONAL AMERICA, INC. TO
INDUCE IT TO LEASE A FACILITY TO RETAIN AND EXPAND AN
OFFICE AND ITS 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 "St- ateaV')
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, DENSO International America, Inc. (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 described below), the
Company is desirous of leasing a facility within the City to retain and expand an office
and its associated operations and workforce, all within the City, in order to achieve the
payroll withholding targets set forth in 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 Development Agreement;
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 associated operations and
workforce, all within the City, which will result in the retention of existing and creation
of new jobs and employment opportunities, 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;
NOW, TH REFORE, BE IT ORDAINED by the Council of the City of Dublin, Mate of
Ohio, of the elected members concurring, that:
Section 1. 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 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 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 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.
Dayton Legal Blank, Inc.
Ordinance No.
05 -17
RECORD OF ORDINANCES
Passed Page 2 of 2
Form No. 30043
,2
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 Ordinanc shall be in full force and effect on the earliest date
per fitted by law.
S ed:
Mayor - Presi 'ng Officer
Attest:
U a
Clerk of Council
Passed:
Effectiv
201Y
2®17
1 A on Members of Dublin City Council
,x
X,
From Dana L. McDaniel,,City Man
Date,,: January 5f 2017
In'lob"ated By: Colleen Gilger, CEcD, Economic Development Director
Rachel S. Ray, AICP, Economic Development Administrator
Re.,, Ordinance 05-17 — Economic Development Agreement with DENSO
International America, Inc.
TE-'CONOMIC DEVELOPMENT AGREEMENT
"Ffijs ECONGINdIc DEVELOPIMENrr AGREEMEN"r (the "Agreement") is made and entered, into
this __ day of 201.7 (the "fi f �clNe Dcae"'), by and between the CYTY OF Du BI IN
Ouiio (the a municipal corporation. duly organized. and validly existing under the
Constitution and the laws of the State of Ohio (the ",%te") and its Charter., and DENSO
INTERNATIONAL AMERICA, INC., a Delaware corporation ('the ,,oinj)ai�y and together with the
Citv,, the VT'ar1ies,") under the circumstances summarized in the following recitals.
.11, ` 1,
U 'i
W1 IEREAS, consistent with its Economic Development Strategy (the approvea
eN ,
by 'D ublin 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 offlice development and create and preserve jobs and employment
opportunities within the City; and
WI-JEREAs., based on the results of the Clompany's recent comprehensive examination of
workforce needs, and induced by and In reliance on the economic developnierat incentives provided
in this Agreenient, the Company desires to lease a facility to retain. and expand an office and its
associated operations and workforce, all. within the City; and
WHEREAS, pursuant to Ordinance No. 05-17 passed on 201.7 (the
r linance" , t ".ity has deternilned to offer the economic development incentives descrioea
"O()he
herein to induce the Company to lease a fiacIlity fior the retention and expansion of an ofl"ce and its
associated operations and Nvork,force, all within the City, which will result in the retention of
exist Ing 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 Arti.cle V111,, Section 13 of the
Ohio Constitution; and
WHER'EAS, the City and the Company have determined to enter Into thIs Agreement to
provide these incentives in order to induce theCompany to lease a fiacility to retain and expand. an.
office and its associated operations and work-force, all within the City*
Now THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Company sue to Lease a Facility to lZetaln. and 14 xpand an Office
and its: Associated 0
--pip ationsiand )�Lo k-
.0
positions is estimated to be Six Hundred Ten Thousand Six Hundred Forty and 00/100 Dollars
($61.0,,640.00) over the term of this Agreement. W,
(b) The Company agrees that the City's obligations to remit payments pursuant to
Section 2 of this Agreement shall be contingent upon (1) the Compan delivering ul
t o t he C it y a f
y ly
executed copy of an agreement evidencing the Company's lease o a facilitv within the City for a
minimum term of seven (7) years (from '20 17 through. 2023) (the "Le( tse Agree n7ent") and (H) such
other conditions as are set forth in Section 2-, provitled. however, and notwithstanding any
provision
herein to the contrary, if the Company shall, after having acted in goo t
E
aR o execute the
d fa*tl I
Lease Agreement within the period, set forth in subsection 3 )(r)(i),, (iii) this Agreement will terminate
without such it re constituting a breach by the Company, (iv) the City's obligation to remitthe
Location Incentive Payment and any Annual Incentive Payments will be terminated and (v) the
Con-ipany will owe no penalties to the City as a result of such failure.
Section 2. City"s A g-)'1r:epgeMnig11t to Provide Incentives.
1�
(a:) 1e r. In consideration for the Company, s agreement to execute the Lease
Agreement to lease a Eacility and retain and expand its associated operations and workforce,, and. to
retain exidsting, and create new jobs and einployn-ient opportunities, all within the Citv, the City
sf
agrees to provide economic development incentives to the Company in accordance W"Ith this
Section.
(b) f-,ocation Inc,entive.
Location. Inc.entive PayMent to the Cp an�. The Company aarees to
execute the Lease Agreement to retain and expand -an office and its associated operations
and work-force, all within the City. In consideration of the Company's agreement to execute
the I..,ease Agreement and to retain and expand that office and retain and create employment
opportunities within the Citv. the City acrrees to provide to the Company a locatio tint: v
payment (the "Loccilion Incentive.Nyinew"I") in the amount of Ten. 'Iliousand and 00/1.00
Dollars ($10,000.00). pavable to the Company within thirty (30) days following the
occurrence of (A) the Company's, execution of the Lease Agreement and provon to the
Ciqr of documentation in support thereof and (B) the occupancy of the space described in
the Lease Agreement to locate the (-,',ompanyls office and associated operations and
w-orkforce within, the City in a manner consistent with this Agreement.
10
-2-
(c) Workforce Creation Incentive.
Inforniation Relating to EM, ployees. The Company agrees that., in
accordance with the Dublin City Code, the ani'mal payroll reconciliation and related W-2
0
forms relating to its Employees will be provided to the City prior Februar of each
calendar year.
Fmployer Identi fi cation Number. The Company's F ai err ployer
Identi.1"ication N umber ls 38-2651421. The Company agrees that if the Federal Employer
Identification Number changes at any time during the tern of this Agreement, the Comp v
an
will notiN the City of such change., including the new Federal Emplover ldentification"'�,
-t (30) days of the occurrence of such change.
Number within thii y
(iv) Annual Incentiv��_ I Com any. If the actual payroll.
withholding taxes collected and received by the City pursuant to subsection. 2(c)(i) during
the the preceding calendar year and in respect of that preceding calendar year from all
Employees, net of refunds (such amount being referred to as the "A.cntal fflifhholding v"'),
equal or exceed the Target Withholdings (as defined in subsection. 24c)(v )) for that
preceding calendar year, the City shall, on or before April I of the then. current calendar
year, pay to the Comparrv, 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 (13) twelve percent (1.2%) (with each such product being r rred to as an
",lnnual Incentive Pqyinent"); 1?rovitled, hoivever, 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 Fifty-Three Thousand and 00/100 Dollars
($53",000-00).
"- 20 16 3-
S /1 �V J 9
, -
2,
rT 1
(V) 'Far Yet Withholdino and Annual Cap. Fne, Target Withboldings and Amival
Cap for each of the calendar years 2017 through. 2021 shall be as follows:
Calendar Year
Target Withholdin s
.y,
Annual Cap
2017
$721.560
KOO
2018
8 2. _56 0
1 0,500
2019
86,560
11,000
2020
891,160
11,000
20'1,
91,800
1. 1 500
(vi) Forfeiture o�[.Rioht to Receive Workforce Creation Incentivet,' gyment. 'I"he
Company agrees and acknowledges that the Annual. Incentive Payments provided tor in
subsection 42(c) are being made by the City to the Company in cons i dera n for the
Connpwiy's agreement to execute the Lease Agreement to retain and expand an off-ice and
its associated operations and workforce, and to retain and create jobs and employment
opportunities, all within the City. 'The Company further agrees that if the Target
Withhold-ings requirement is not metfor any given calendar year as set forth in subsection
2(c)(v), the Citv shall. not be obligated. to make an Annual, Incentive Payment to the
Compwiy for the calendar year in respect of xv],ilich 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 mi. Annual Incentive
Payment for any subsequent calendar vear in respect of Nxbich the Target Withholdings
requirement is satisfiled.
(d) . Method of Pqyrqent,. 'Fhe payments to be paid to the Company as provided in this
Section 2 shall be made by, the Clity to the Company by electronic fiunds transfer or by such other
manner s mutually agreed to by the City and the Company.
V.-j, €. i .. Yom.R .r � ; N { 0 - 4 -
-,16
deposited in the fit v's General, Fund from properly imposed licenses v
is and per mi . () *
investment
4
earnings on the 0 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 CItys General Fund; (vii)
proceeds from the sale of assets which are deposited in the City"s General Fund:, (viii) rental
4
income which is deposited in the City's General Fund; and ON) gifts and donations.
Section 3. Miscellaneous.
(a)
Ass igLiment. J." his Agreement may not be assigned without the prior written consent
of all non.-assigning Panties.
(b) Bindiu, Effect. The provisions oft is Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns.
'W"11
t s s this r
(C) ions. r i. rit capion Lind heading in Ageement are 1�or convenience only
Mt * -
and in no way define, limit or describe the scope, or intent of any provi.sions or sections of this
Agreement.
(d) Dav for Performance. Wherever h. r e there is a dav or time period established for
perf'ormance and such day or the expiration of such time period is a Saturday,, Sunday or legal
holiday, then such time for perl'brmance shall be automatically extended to the next business day.
(e) Economic Dev��lo, ine1it Assistanqe Certificatioij. 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
Its received under this Agreement pursuant Ohi,o.Revi.sed Code Section 9.66(C)(?,,)
return all. benel'
and shall be inel.igible for any future economic developm-ent assistance 1rom the State, any State
agency or a political subdivision pursuant to Ohio Revi.sed 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),� hi chIs punishable by a fine of not more thao$.,0 0 and/or
a term of imprisonment of not more than six months
'Entire A��reemer t. rl."his Agreement constitutes the, entire Agreement between the
Parties on the sul�ject matter hereof and supersedes all prior negotiations, agreements and
understandings, both written and oral, between the Parties with respect to such sutject matter. 'fl us
a
Agreement, may not be amended, waived or discharged except in an instrument in -vNTiti.ng executed.
by the Parties.
5
(5 - -
(h) Executed Counterts. 'I" his 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
0
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.
Extent of Covenants- No Personal Liatnlitv. All cove fl. ants, 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 em.
ployee 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 Ci,tv or Com, any official. executing this Agreement shall. be
W p
liable personally tinder this Agreement or be su ect to an-v personal liability or accountability by
reason of the execution. thereof or by reason of the covenants, obligations or agreements of theCity
I
and the Company contained, i.n this Agreement.
(j) Gove',Mill &-Y.Law. 1' his Agreement shall be govemed by and construed in accordance
with the laws of the State of0hio without regard to its principles of confl.*cts of I
I aws. A-11 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 As
breach will be decided in a court of competent J* urisdi cat ion within Franklin County, Ohio.
(k) Leg)al Authorl-ty. 717 he Parties respectively represent and, covenant that each is lca
empowered to execute, defiver and perform this Agreement and to enter into and carr err opt the
transacti.ons contemplated by this Agreement. The Parties further respectively represent and
covenant that this Agreement has, by pro eraction, been. duly authorized. executed and delivered, bv
,P I
the Parties and all steps necessary to be taken by the Parties have been taken to constitute thi's
Agreement, and the covenants and agreernents of the Parties contemplated herein, as a valid. and
binding obligation of the Parties, enforceable in accordance with its ternis.
(1) Limit on Liabilitv. Notwithstanding any clause or provision of thisAgreement to
the con tray v,,, in no event shall City or the Company be I*able to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such darnages tire claimed
under contract, tort (including negligence and strict liability) or arty other theory of la%Air.
(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 Partyat the address set forth in thIs Agreement or any addendum
-6-
to or counterpart of this Agreement, and shall be deemed received upon actual. receipt, unless sent
by certitied. mail, in. which event such notice shall be deemed to have been received when the retum
receipt is signed or refused. F'or purposes of this Agreement, notices shall be addressed to:
the City to City of Dublin, Ohio
5800 Shier Rings Road,
Dublin, Ohio 43016-7295
Attention.- Econ.omic Developnient Director
s.
the Companv at DE NSO International America, Inc. — Ohio Office
260 Cramer Creek Court
Dublin, Ohio 43017
Attention: Bryan Starr, Senior Manager
rl"he Parties,, b 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 remedv shall be
cumulative and in addition. to any other right or remedy given hereunder, or now or hereaft"er legally
existing upon the occurrence cat cap 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 firom 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.
(q) Survival of Representations and Warranties. All representations and warranties of
the Parties in this Agreement shall survive the execution and delivery of this Agreement.
'Ferm of_Agj:gem-ent. This Agreement shall become effective as of the Effective
Date and shall continue until the earlier of Vii) the One Hundred, Eightieth, (I 80th) day following the
Effective Date provided that as of that day the Company shall have theretofore failed to satisfy the
requirements of subsection I (b) or (I*i) the later of (A) the day on which the Location Incentive
6 - -
.8 08,1'?,;�,�,` I�s
7
T-%
,rayment which, the City is obligated to pay hereunder is received by the Company or (B) the day on
which the final Annual Incentive Pa wient'vvhich the City is obligated to pay hereunder is received
by the Company.
(s) Third I-)4qy 0
Nothing in this Agreement, express or implied', is
intended to or shall con"fer upon any other person any right, benefit or remedy of any nature
whatsoever under or by reason. of this Agreement.
(REMAINDER OF PAGE INTENTIONAL.LY [JEF rl " BLANK -- SIGNATURE PAG"E Fot,wws)
0 �`6
IN WrrNESS WIJEREOF, 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.
"I
Approved as to F one.*
I)rinted:— Jennifer D. Readler
Title.--- Director of Law
CITV OF DuBIANI OHIO
M
Pri n ted Dana 1--.. McDaniel
DENSO 1.N,*rE.RNAT10NAi,,,, AmERICA, INC.
0
Printed: Iryan Starr
Title: Senior Mqngge-., DENSO Sales& Marketing'*
-L-)VIS1011
6 9
6
FISCAL OFFICER'S CERTIFICATE
Dated: 2017
Angel L. Mumma
Director of Finance
City of Dublin, Ohio