Ordinance 004-17RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
Ordinance No. 04-17 Passed , 20
AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN
INCENTIVES TO SARNOVA INC. TO INDUCE IT TO RETAIN ITS
EXISTING FACILITY, LEASE AN ADDITIONAL FACILITY AND
RETAIN AND EXPAND 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 "Strategjl�
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, Sarnova 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
desires to retain its existing facility, lease an additional facility and retain and expand
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 retain its existing facility, lease an additional facility and retain and expand 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, State 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 retain its existing facility, lease an additional facility
and retain and expand its associated operations and workforce, all within the City,
which will result in the 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.
�r he 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.. 04 -17
RECORD OF ORDINANCES
Form No. 30043
Passed Page 2 of 2 20
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
permiged by law.
Sian,ed:
yor - Presidiffg Officer
Attest:
Clerk of Council
Passed: , 2017
Effective � ,�'l�' �� 2017
Too. Members of Dublin City Council
trM
From:, Dana L. McDaniel, City Mana
ol-
Date,: January 5, 2017
Initiated By,: Colleen Gilger, CEcD, Economic Development Director
Rachel S. Ray, AICP, Economic Development Administrator
Xe.,, Ordinance 04-17 — Economic Development Agreement with Sarnova, In -
CE
Based on the company's payroll projections,, it is estimated that the City will net approximatel
$770,,408 in additional income tax withholding revenue (in addition to the withholdings revenue fro
the existing corporate headquarters) over the seven-year term of this project. I
Staff recommends Council passage of Ordinance 04-17 at the second reading/public hearing on
january 23, 2017. Please contact Rachel Ray at 614-410-4630 with any questions you may have.
V11 If-14 9-11
Ek_A1FN10k_,Y*-M1C DEVELOPMENT AGREEMENT
I
Tms EcONOMic DEVELOPMEN'r AGMEEMENT (the "Agreement") is made and entered into this
dav of 2017 (the Ft-
f��ctive Dwe"), by and between the CITY OF DL.111BLIN., OU-110
(the "(.1 11 itv"). a municipal corporation duly organized and validly existing under the Constitution
and the laws of the State of Ohio the f"S'late") and its Charter., and SARN(WA INC., a Delmxrare
corporation (the and toter with the City, the "T'tirlies"'), under the circumstances
summarized in the flollowing recitals.
I
WEIEREAS, consistentwith its .Economic Development Strategy (the "'S'frat
W I ev 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. 3 )0-04 adopted on July 6, 2004, the City desires to
encouraue commercial office developnierat and create and preserve jobs (,.,ind employmcnt
Z:
opportunities within the City; and.
WHEREAS. based on the results of the C om,pan.y 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 retain its existing falcility, lease an. additional facility and
retain and expand its associated operations and workforce, all within the City.- and
WHEREAS,. pursuant to Ordinance No. 04-17 passed on ')017 (the
"Orclinanev"), the City has detern-tined to ofl-er the economic development incentives described
herein. to induce the Com- p cany to retain its existing facility,, lease an addlitionalfiac a
ility and retain nd
expand 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 to improve the economic wel-fare
of thepeople ofthe State of Ohio and the City, all as authorized in Article VIII, Secat n, t.j of the
.14
Ohio Co nst ituti.on; and
WHEREAS, the City and the Company have determined to enter into th.1s Agreement to
provide these incentives in order to induce the CompanNi to retain. its existing facility, lease an.
additional facility and retain and expand its associated ope rat ionsand workforce, all -within the City;
Now THEREFORE, the City and the Company covenant, agree and obligate themselves as
1�*ollows:
.add I . , .
Section 1. Conip41iA7's_.,AU.eement to 'Retain its Existi Fac - ilitv, 1-.,ease an Additional
Factlitv and Retain and Expand its Associated Operations and Work-force Within the Cit .
withholdings for the retained and new employee positions is estimated to be One Million, Five
HundredThirty-Three Thousand Two Hundred Forty-Two and 00/ 100 Dollars ($1,533,242.00) over
the term of tai s.Agreement.
Z:�
(b) The Company agrees that the City"s oblioations to remit payments pursuant to Section
Ln
2 of this Agreement shall be contingent upon (1) the Company delivering to the City a fully executed.
copy of an agreement evidencing the Company's lease of an additional I'acility within the City for a
minimum. term of seven (7) years (from 2017 through 2023) (the "'Lease A P_-eemenl"') mid (ii) such
other conditions as are set forth in Section, 2; i)roi' idetl., houlever, and notwithstanding any provision
herein. to the contrary, if the Companv shall., after having acted in good faith, fall, to execute the t,ease
Agreement within the period set Iorth in subsection 3(r)(1), (ii.1) this Agreement will terminate without,
such failure constituting a breach by the Company, (iv) the City's obligation to remit any Annual
Incentive Payments will be terminated . and (v) the (,ompany will oNve no penalties to the City as a
result of such failure,.
Section I C
:ity's A to Provide Incentives.
(a) General. In consideration for the Company's agreement to retain its existing facifity!,
execute the Lease Agreement to lease an additional facility and retain and expand its assockated
operations and workforce, and to retain existing and create w.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 Creati.Qn..-J.nc.e.n,tive.
(ii) Information Relating,to EmoloyeeS. The Company agrees that, in, accordance
Nvith the Dublin City Code, the annual pavroll reconciliation and related. W-2 forms relating
W
to its Employees will be provided to the City prior to February 28 of each calendar year.
(iii) Emnloyer Identification Number. '17he Company's Federal Employer
Identification Number is 26-2549813. The Company agrees that if the Federal Employer
"I
Identification Number changes at any time during the terin. of this Agreement, the Company
0
0 0 -2-
w ill notif the City of such. ch� nge, including the new Federal Employer Identiffication
Number, Within thirty (30) days of the occurrence of such change.
(iv) Annual lncentive, nts to the LnITgnv. If the actual payroll withholding
taxes collected. and received by the City pursuant to subsection 2(b)(ii) during the then
preceding calendar year and in respect of that preceding calendar Fear from all Emplovees,
net of refunds (such an-iount being referred to as the WActual Wilhholtlings""), equal or exceed
the "I'arget Withholdings (as del'ined in subsection 2(b)(v)') for that preceding calendar year,
the City shall, on or before April 15 of the then current calendar yean, pay to the Company,
solely t'rom nontax revenues (as defined. in subsection 2(d)), an amount equal to the product
of (A) the difference between 0) an. amount equal to the Actual Withholdings 1'or that
preceding end :r year inin (2) an amount equal to the Base Withholdings (if such
difterence Is less than zero dollars, then for purposes of this computation, that difference shall
equal zero dollars), multiplied by (B) twenty-two percent (22%) With each such product
being referred to as an "'Annual Incenth e Payinent"'); 1�rovidecl., hawei.--er, that (1) the City
'?(b) to remit an Annual Incentive Payment
shall of r
n be equired pursuant to this subsection ..
to the Company in. excess of the Annual Cap (as defined in subsection 2(b)(v)) in any calendar
'T"t
year., and (2) the aggregate arnount of all Annual Incentive rayments remitted pursuant to this
subsection 2(b) by the City to the Company shall not exceed Thirteen Thousand and 00/100
Dollars ($13,000.001).
(Y) Base Withhold.Mys Tar2et Withholdi.mys and Annual Cam 71-7he Base
Withholdings, the 'Farget Withholdings and the Annual Cap 1"or each of the calendar years
20 17 throu,uh, 202 1. shall be as f�llows,-
tn
-1017
A-
2016 Actual WH
2018
'20 16 Actual WH
2019
Ac
2_016 tual WH
4,
2016 Actual WH
2021,
M 16 Actual W1 1
Ta.Eget Withholdings
Annugl CaL)
21016 Actual W11
$ -,
XO
2016 Actual WH
Actual WH
1,000
2016 Actual WH plus $8,250
")1500
20 16 Actual. W plus $18.5 "25
4,500
For purposes of this subsection ?,-.(b)(v),, '*".,?.016 Acival 14171" shall (in, each of the
calendar years 2017 through ',202 1) be an amount determined by the City (which amount shall
be reasonably computed by the Cit� ) to be the an-iount of actual payroll withholding taxes
collected and received by the it during calendar year 2016 and in respect of calendar year
201.6 from all Employees, net of refunds.
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
ft
Companys agreement to retain its existing facility., execute the LeaseAgreement to lease an
additional facility and retain and expand its associated o erations and workforce, and to
p
retain. existing and create new Jobs and employment opportunities., all within the City. The
Company further agrees that if the I , arget 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 vear in, respect of which the'Farget
W
Withholdings requirement was not satisfied. Faiture to satisfy the Target Withhold.ings
requirement in respect of any one calendar year does not prohibit the Company from receiving
an Annual Incentive Pavm.ent forany subsequent calendar year in respect of which the Target
W
Withholdings requirement is satisfied.
(c) Method of Paymgin
itt. The paynients to be paid- to the Company as provided in this
Section 2 shall be made by the City to the Company by electronic t"unds transfer or by such other
W .1
manner as is mutually agreed to by the City, and the Company.
(d .fit 7p
., s Obliaxation to Make l"Liyr-nents Not Debt- Pameats 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 perfiormance
of any obligations of the City herein. Consistent with Section 1. 3 of Article V1.11, Ohio Constituti
.1 1 ion,
anv payments or advances required to be niade by the City pursuant to this Section "I shall be
.1 1 144
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 n-ionies 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 certilication by the
Director of Finance oft 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: (1)
grants from the _11Jn*ted States of America. and the State; (ii) payments in. li.eu of taxes now or
hereafter authorized to be used for the purposes by State statute, Dili ) fines and forfeitures which
are deposited in. the City's General Fund,: (1v) fees deposited in the Cltv'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 CitV1,'s General Fund-, it proceeds from. the sale of assets which are
deposited in the City5s General Fund' (viii) rental. income which is deposited in the City's General
Fund; and (Ix.) it and donations.
Section 3. Miscellaneous.
(a) Assi(,�)nment. This Agreement may not be assigned without the prior written consent
of all. non-assignina Parties.
Z___
(b) Binding Effect. The provisions of this Agreement shall be binding upon and m e to
the benefit of the Parties wid their respective successors and permitted assigns.
t -1 . T"he captions and headings in this Agreement are for convenience only and
(c) c4pions
in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
-4-
(d) Day for Perf'ormance. Wherever herein there is a a 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 perfori-nance shall be automatically extended to the next business day.
Entire AA Yreement. "I'his Agreement constitutes the entire Agreement between the
Parties on the subject niatter hereof and supersedes all prior necyotiations, agreements and
understandIngs., both written. and oral, beNveen. the Partles with respect to such subject matter. This
Agreement may not. be aniended. waived or discharaed except, in an instrument in writing executed
by the Parties.
(h) Exec This Agreement may be executed in several counterparts.,
4 .
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.
90
-5-
the execution thereof or by reason of the covenants obligations or agreements of the City and the
Company contained in this Agreement.
(j) GovemiLig . ayN% Mis Agreement all 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 acfents, arising otit of or relating to this Agreement or its breach will
be decided. in a court of competent jurisdiction within Franklin County, Ohio.
iv I
(k) L,egal Authorltv. The Parties respectively represent and covenant that each is re ally
empowered to execute, deliver and perfon-n this Agreement and to enter into and carry out the
trans,actions comer nplatee by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, bv proper action, been duly authorized, executed and defi vered 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 conten-iplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its ternis.
(0 Limit on".J.,jabilltv. Notwithsta ndin g any clause o vis
r proion. of this Agreem ent to the
. . . .........
contrcary,, 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 `w etr er such damages are claimed
under contract, tort (including negligence and strict liability) or anv other tier of law.
W Y
(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 . iven 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 �fiofth in this Agreement or any addendum to
or counterpart of this Agreement, and shall. be deemed, received. upon actual receipt, unless sent by
certil,"ied mail, in which event such notice shall be deemed to have 'been received when the return
receipt is signed or ref used. For purposes of this Agreement, notices shall be addressed to..
A
the C*tY at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin., Ohio 4301.6-7295
Attention.- Economic Development Director
the Company at: Sarnova, Inc.
5000 Tuttle Crossing Blvd.
Dublin, Ohio 43 )0 16
Attention-. Shavin Saylor
'11-1 he Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices,.* certi-ficates. requests or other communications shall be sent.
(n) No Waiver. No night 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 rem.edy shall be
(o) Reci ' tals. 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 incorp. orated
herein. by reference.
(p SeveraL)ili - ny provision of this Agreement, or anv covenant, obfigati.011 or
agreement contained herein is determined by a court to be invalid or un-en.-forceable, that determination
shall not affect cany other provision, covenant, obligation or agreement,, each ()f which shall be
construed. and enforced as if the invalid or unenfioi-c cab le portion were not contained herei.n. i nat
invalidity or unent"orceabilitv shall not affect any valid, and enforceable ap I
pl *cation thereof' and each
such provision, covenant, obfigation or agreement shall be deemed to be effective, operative., made,
entered into or tak.en in the manner and to the fiUll extent perm.ittedby law.
(q) Survival of F, . All re presentations and warranties of the
,Parties in this Agreement shall survive the execution and delivery of thi s Agreement.
(r) 'rerm of- Ag ement. This Agreement shall become el"fective as of the Efl'ective Date
and shall. continue until the earlier of (i) the One 1-Jundred Eightieth (180th) day fiollowing the
Effective Date provided that as of that day the Company shall have theretofore failed to sati.sfy the
requirements of subsection 1(b) or (1i) the day on which. the final Annual Incentive Payment which
the City is obligated to pay hereunder is received by the Company.
(s) J'hird Pqq � in in this Agreement, express or in-,Ipliedis intended
to or shall con-1'er upon any other person any right, benefit or remedy of any nature kAl under
or by reason of this Agreement.
(REMAINDER OF PAGE INITENT IONALLY LEF-r Bt,A-.,N*K — SIGNATURE P-AGE Fou.,ows)
8 9
-7-
INI WITNESS WHEREGF, 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 as to Form.-
m
Jennifer D. Readler
Director of Law
CITY OF DUBLIN, 01110
0
Printed: Dana. L..Mc,'Daniel
Title.-- Citv Mana(,er
SARNOVAINC.
Lm
.Printed.- Shawn P. Saylor
SW
'I"Itle.- Corporate Controller
FISCAL OFFICER'S CERTIFICATE
Dated.- � 120 17
-9-
Angel f.,. Mumma
Director of Finance
City of Dublin, Ohio