Ordinance 030-19RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. _ 30-19 Passed
AN ORDINANCE AUTHORIZING THE PROVISION
OF CERTAIN INCENTIVES TO UNIVAR USA INC. TO
INDUCE IT TO LEASE A FACILITY TO RETAIN AND
EXPAND AN OFFICE: AND ITS ASSOCIATED
OPERATIONS AND WORKFORCE, ALL WITIHIN THE
CITY; AND AUTHORIZING THE EXECUTION OF AN
ECONOMIC DEVELOPMENT AGREEMEt'I\ T,
WHEREAS, consistent with its Economic Development Strategy (the "Strateq
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, Univar USA 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 AgreE.Nment (as described below), the Company is
desirous of leasing a facility 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, THEREFORE, 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 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 agreElments and instruments and to take any other
actions as may be appropriate to implement this Ordinance.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. 30-19 Passed Page 2 of 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 i se formal actions were in meetings open to
the public, all in compliance with the w i luding Section 121.22 of the Revised Code.
Sectio /4. This Ordinance sh be in II force and effect on the earliest datep ermitted
by la
Sig d:
yor - Pre sid- g Officer
Attest.
Clerk of Council
Passed: 2019
Effective: 2019
Too., Members of Dublin City Cound
Fromm Dana McDaniel U_� C
0 , City Mana�K
Date,* June 18, 2019
InfMated Bys, Donna L. Goss, PhD, Director of Development
Colleen Gilger, CEcD, Economic Development Director
Rachel S. Ray, AICP, Economic Development Administrator
Re: Ordinance 30-19 — Economic Development Agreement with Univar USA, Inc,,
Since the first reading on June 10, 2019,. the Economic Development Agreement document has been
modified to adjust the job retention and creation figures to reflect the actual 2018 year-end
headcount (313) and the addition of 200 new positions for a total proposed by December 31, 2021
*f 513 positions,, as found in Section 1(a). The total withholdings projections did not change, and
neither did the incentive proposal. No further changes were made.
Economic Development staff has been in discussions with Univar Solutions, Inc. (NYSE: UNVR) aboui
its interest in relocating and expanding its sales and customer service facility in Dublin. The project
rA:+;ults in the retention of 313 positions and the addition of 200 new positions by December 31,
2021. This retention and expansion project is in competition with office locations in Phoenix, AZ and
Dallas,, TX
Univar Inc. completed the acquisition of Nexeo Solutions, a global chemicals and plastics distributor
headquartered in The Woodlands, TX, in March 2019. The company has since rebranded to Univar
Solutions, Inc. Nexeo was previously located at 5200 Blazer Parkway, and relocated to 6000
Parkwood Place earlier this year as part of a three-year lease term (no City incentives involved).
Univar Solutions is a global chemical and ingredient distributor and provider of value-added services,
working with leading suppliers worldwide. Univar Solutions combines the scale, broad product
portfolio, technical expertise, relationship know-how and specialized services of Univar with the
extensive product knowledge, market expertise and scalable technology platform of Nexeo Solutions,
Memo re. Ord. 30-19 — Economic Development Agreement with U Solutions, Inc.
3une 18,, 2019
Page 2 of 2
The State of Ohio is also proposing economic development incentives to Univar Solutions to help
retain and expand its workforce and investment in Ohio.
i-W,taff recommends Council passage of Ordinance 30-19 at the second reading/public hearing on June
24, 2019. Please contact Rachel Ray at 614-410-4630 or rra..
y� dubfinoh.us with any questions you
may have,
ECONOMIC DEVELOPMENT AGREEMENT
Tfi.is EcoN.o.Noic DEVELOPMEN"I" AGMEMENT' (the ",,4 gyi-eemenf') is made and entered into thi,
day of 2019 (the ".b,"
fective Dwe), by and between the CITY OF DUBLIN, OHI
a municipal corporation dulv val
anized organd idlv existing under the Constitutio
(the V .1
and the laws of the State of Ohio (the ",'�Iale") and its Charter, and UNIVAR USA INC..
a Washingto
corporation (the "C,oinpciny" and together with the City, the ""Ptinies"), under the circumstance,
summarized in the following recitals.
WHEREAS., consistent with its Economic Development Strategy (the",'Y1rate)g approved b
'y
Dublin City C,'ouncii Resolution No. 07-94 adopted on June 20, 1994, and the updated Strateg
approvedby Dublin. City Council Resolution No. 30-04 adopted on July 6, 2004, the City desires t
encourage commercial office development and create and preserve jobs and employme
-1
opportunities within the City,; ana
WFIEREAS, based on the results of the Company's recent comprehensive examination of
workforce needs, and induced by and in re Hance on the economic development incent- .11 1
ives proviaect
in this Agreement, the, Company desires to lease a facility to retain. and exprand an office and its
associated operations and work -force, al.1 within, the City-, and
WHEREAS, pursuant to Ordinance No. 19 passed on 2019 (the
1,
* Ordinance"), the City has deterniined to offer the economic development incentives described
herein to induce the Company to lease a facility for the retention, and expansion of an office and its
associated operations and workforce, allvAirithin 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 V1.11, Section 13 of the Ohio
Constitution; and
IVHEREAS,, the City and the Company have determined to enter into this Agreement t
provide these incentives, in order to induce the Company to lease a facility to retain. and expand
office and its associated operations and work -force, all within the City;
NowTHEREFORE, the City and the Company covenant, agree and obligate themselves as
1`011ows.-
Section 1. Company 1�s Apreement to Lease a 1-4 1 acilit to Retain and L`xvand an Offic
and its Associated O -p- erations and Workforce Within tNL�Cit
(a) In consideration for the economic. development incentives to be provided by the CAI
herein, the Company agrees that it will lease a facility which is located within the City (the "Facifi�v'
and which will be of sufficient size to retain and expand an office and the Company's associatel'
operations and. work -force, all within the City, and all consistent with the terms of thi's Agreemen
`Yhe Company expects to retain Three Hundred "Mirteen (313) existing employee positions within th
City. The Company also expects to create Two Hundred (200) new emplovee positions within th
City by December 31,, 202 1. The total estimated payroll withholdings for the retained and ne"
employee positions is estimated to be Four Million One Hundred Thirty -Six Thousand and 00/10
Dollars ($4,136,000.00) over the term of this Agreement. )I
Section. 2. CiLy"s, A.,gree ment to Provide Incentives.
(a) Genenal. In consideration for the Company"s agreement to lease the Facility and retain
and expand its 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 developinent
incentives to the Company in accordance with this Section.
(b) Retention Incentive.
(ii) Fort"eiture of Rii�)ht to Receive Retention 1ncentiyp_P4yMgqt. The Company
agrees and, acknowledges that the Retention Incentive PaNyment provided for in. subsection
2(b)(i) is being made by the City to the Company in consideration for the Conipatiy's
agreement to lease the Facility and retain and expand an office and its associated operations
and work -force, and to retain and, create employment opportunities, all 'Vk1thin the City. The
-2-
Coinpany further agrees that 'if the requirements of subsection 2(b)(1) are not satisfied ` the
City shall not be obligated to remit the Retention Incentive Payment 'to the Company as
required by this subsection 2(b).
(c) Workforce Creation Incentive.
InformationRelating,..t'o,.."t'mi)lovees. r i. ne Compwiy agrees that, in accordance
wi -i the Otv's codified ordinances, as may hereafter be amended from time to time (the
Dublin (',Ityl C.,o(Ye") tlie annual pa�rroll reconciffiation. and related W"-2 forms relating to its
A�
Employees will be provided to the City prior to February 28 ofeach calendar year.
W
L Ter Identification Number. The Company's Federal. Employer
Identification Number is * The Company agrees that if the Federal Employer
en at Number changes at any time during the temi 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.
-3 -
(v) Igget Witl-dioldings and Annuql Caa
-id Annual,
__p. The Target Withholdings i
%,-,ap for each of the calendar years 2020 through 2026 shall be &s follows:
Calendar Year
Target Withholdins
Annual Ce
2020
$5241MOO
$95,000
2021
602MOO
1101000
2022
602000
110,000
2023
602�000
110 '000
?02400
11.0.000
2025
6021MO
110,000
2026
602,000
11 0000
- - - - - - - - - -
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
Coinpany is in full compliance with its obligation to remit n-iunicipal income t&xes 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
M
(e) Method of Pavment. 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.
Section 3. Miscellaneous.
(a) AsWin- ent. This Agreement may not be assigned without the prior written consent
of all non -assigning Parties.
-5-
(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 pen-nitted assigns.
rTlit ions and headings in this Agreement are for convenience only and
(c) Cantions. i ne caPt*
in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(d) Day f -or Performance. Wherever herein there is a day or time period established �fo
perfori-nance and such day or the expiration of such time period is a Saturday. Sunday or legal holida
then. such time for perforiiiance shallbe automatically extended to the next business day.
(f) Entire Agreement. U -11S Agreement constitutes *the entire Agreement between th
Parties on the subject matter hereof and supersedes all prior negotiations, agreements an
understandings, both wfitten
aond oral, between the Parties with respect tsuch sub * ect matter. Thi
Z--, I
Agreement may not be amended, waived or discharged except in an instrument in writing execute
by the Parties.
(h) ',Executed Counterparts. This Agreement may be executed in several counterpart
each of which shall be deemed to constitute an. original, but all of which together shall constitute bu
4
one and the same instrument. It shall not be necessary in. proving this Agreement to produce o
account for more than one of those counterparts.
M,
M MOW: MI&WWFAM
0) I-Ijovemlwy, Law. his Agreement shall be governed by and, constmed m accordance
with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claims,
couate rc I alms, 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 competentjurisdiction within Franklin County, Ohio.
(k) Le,,PAW, Authorily. The Parties respectively represent and covenant that each. is legally
empowered to execute, deliver and perfon-n. this Agreement and to enter into and carr�y out the
transactions contem. lated bNr this Agreement. The Pai-ties further respectively represent and covenant
p W
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.
(1) I..imit on Liabilitv. Notwithstanding any clause or provision of this Agreement to th
contrary, in no event shall the City or the Company be liable to each other for punitive, specia
consequential, or indirect clamages of anN7 type and regardless of whether such damages are, claime
Linder contract,, tort (including negligence and, strict liability) or any other theory of law.
the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
-7-
I A
11) the Company at: Ulnivar USA Inc.
Ohio 43
Attention.*
The Parties, by notice given hereunder, may designate any further or d,f *esses to kN;,hich
subsequent notices; certificates, requests or other communications shall be sent.
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 hereafterlegally
existing upon. the occurrence of any event of default here under. The failure of any Party to insist at
any time uponthe strict observance or perl,ormance 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 thi's
Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
,4,,.--.xpedient 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.
V%
(p) Reporting..i<,equirements. The Company acknowledges that itlis herebv advised b
the City that certain accounting reporting requirements may- obligate the City to trefat and repo.
payments remitted hereunder to the Company as a tax abatement. Notwithstandingany such report*'-
nj
requirements, the Company acknowledges and agrees that the Company is not entitled hereunder t
11
an abatement or exemption of any tax obligation that would otherwise be payable pursuant to t
Dublin City Code.
(q) Severqbilit I -iis Agreement., or any covenant., obligation. or
y. If any provis*on of tl
agreement contained herein is deten-nined by a court to be invalid or unenforceable, that determination.
shall not affect any other provision!, covenant, o I bligation, 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 efTective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
(r) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(s) Term of Avyeement. This Agreement shall become effective as of the Effective Date
and shall continue until, the earlier of (i) the Two Hundred Seventieth (270t,") dav following the
Effective Date provided that as of that day the Company shall have theretofore failed to satisf
I I y the
requirements of subsection 1. "1- e Three Hundred Sixtieth (3606') day follo *ng the E ive
Date provided that as of that day the Company shall. have theretofore failed to satis�y the requirements
of subsection 1(b)(i.1) or (1*11*.) the day on which thefinal Annual Incentive Payment which the City is
obligated to pay hereunder is received by the Company.
Third Party Beneticiaries. Nothing I*n this Agreement,, express or implied, is intended
to or shall confer upon. any other person an.y rigr'ht,, benefit or remedy of alay nature whatsoever under
or by reason of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLA-NK — SIGNAT1,1RE PAGE Foj,,t,ows)
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 wfitten above.
Approved as to Form-,
0
Printed-. Jermifer 1). Readler
rJ'itle:Director of Law
Printed: Dana L. McDaniel
Title: City Man er
UNIVAR USA INC.
By:
Printed
Title-..—
FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the loregoing 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'Freasury of
the Citv/ or in the process of collection. to the credit of an appropriate fund, free ftom w -iv
0; ' previous
encumbrances. J'his Certil"icate is given in compliance with Sections 5705.41 mid 5705.44, Ohio
Revised Code.
Dated: 2019
Angel 1,. Mumma
Director of Finance
City of Dublin, Ohio
WAN .- a 11A
ION Members of Dublin City Council
A;
rl. 101".7--0, V
From: Dana L. McDaniel, City Manager -/"O 71
z.
Date: June 4, 2019
InIft'I'ated By: Colleen Gilger, CEcD, Economic Development Director
Rachel S. Ray, AICP, Economic Development Administratol
Re: Ordinance 30-19 — Economic Development Agreement with Univar USA, Inc.
Economic Development staff has been in discussions with Univar Solutions, Inc. (NYSE: UNVR) about;
its interest in relocating and expanding its sales and customer service facility 'in Dublin. The project
results in the retention of 313 jobs and the addition of 200 new jobs by 2022. This retention and
expansion project i's in competition with office locations in Phoenix, AZ and Dallas,, TX
Staff recommends Council passage of Ordinance 30-19 at the second reading/public hearing on June
24,f 2019. Please contact Rachel Ray at 614-410-4630 or rrav@dublin.oh.us with any questions you
may have.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. 30-19 Passed
AN ORDINANCE AUTHORIZING THE PROVISION
OF CERTAIN INCENTIVES TO UNIVAR USA INC. TO
INDUCE 17 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 gy -
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, Univar USA Inc. (the "Company/ recently performed a comprehensive
examination of its workforce needs, and based on the results of this examination, and
induceld 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 to retain and expand an office and its associated operations
and \n►orkforce, 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
WHEIREAS, 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, THEREFORE, 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 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 rEltention 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 exE.kcute 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 riot substantially adverse to this City.
Section 2. 'I -his 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.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO
Ordinance No. 30-19
Form 6220S
Passed Page 2 of 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 Ordinance shall be in full force and effect on the earliest date permitted
by law.
Signed:
Mayor - Presiding Off=icer
Attest:
Clerk of Council
Passed: , 2019
Effective: , 2019
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 UNIVAR USA INC., a Washington
corporation (the "Company" and together with the City, the "Parties"), under the circumstances
summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by
Dublin City Council Resolution No. 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 an office and its
associated operations and workforce, all within the City; and
WHEREAS, pursuant to Ordinance No. 30-19 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 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 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 a facility to retain and expand an
office and its associated operations and workforce, all within the City;
Now THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Companv's Agreement to Lease a Facilitv to Retain and Expand an Office
and its Associated Operations and Workforce Within the City.
(a) In consideration for the economic development incentives to be provided by the City
herein, the Company agrees that it will lease afacility which is located within the City (the "Facility")
and which will be of sufficient size to retain and expand an office and the Company's associated
operations and workforce, all within the City, and all consistent with the terms of this Agreement.
The Company expects to retain Three Hundred Sixty -Three (363) existing employee positions within
the City. The Company also expects to create One Hundred Fifty (150) new employee positions
SPB #010-8775-5772vl: 05-17-2019
within the City by December 31, 2021. The total estimated payroll withholdings for the retained and
new employee positions is estimated to be Four Million One Hundred Thirty -Six Thousand and
00/100 Dollars ($4,136,000.00) 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 evidencing the Company's lease of the Facility within the City for a
minimum term often (10) years (the "Lease Agreement''), which will accommodate the retention and
expansion of the Company's associated operations and workforce, (ii) the City issuing to the
Company (which issuance will not be unreasonably withheld, delayed or conditioned) a certificate of
occupancy (the "Certificate of Occupancy") for the renovation of 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 receive the Certificate of Occupancy within the respective periods set forth in
subsections 3(s)(i) and 3(s)(ii), (iv) this Agreement will terminate without such failure constituting a
breach by the Company, (v) the City's obligation to remit the Retention Incentive Payment or 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. Citv's Agreement to Provide Incentives.
(a) General. In consideration for the Company's agreement to lease the Facility and retain
and expand its 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) Retention Incentive.
(i) Retention Incentive Pavment to the Company. The Company agrees to lease
the Facility and to retain and expand an office and its associated operations and workforce, all
within the City. In consideration of the Company's agreement to lease the Facility and to
retain and expand that office and retain and create employment opportunities within the City,
and subject to the Company's compliance with the requirements set forth in subsection 2(d),
the City agrees to provide to the Company a retention incentive payment (the "Retention
Incentive Payment") in the amount of Seventy -Five Thousand and 00/100 Dollars
($75,000.00), payable to the Company no later than thirty (30) days following the occurrence
of (A) the Company's lease of the Facility within the City and provision to the City of a
photocopy of the Lease Agreement and (B) issuance by the City of the Certificate of
Occupancy for that leased Facility (which issuance will not be unreasonably conditioned,
delayed or withheld by the City).
(ii) Forfeiture of Right to Receive Retention Incentive Payment. The Company
agrees and acknowledges that the Retention Incentive Payment provided for in subsection
2(b)(i) is being made by the City to the Company in consideration for the Company's
agreement to lease the Facility and retain and expand an office and its associated operations
and workforce, and to retain and create employment opportunities, all within the City. The
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Company further agrees that if the requirements of subsection 2(b)(i) are not satisfied, the
City shall not be obligated to remit the Retention Incentive Payment to the Company as
required by this subsection 2(b).
(c) Workforce Creation Incentive.
(i) Calculation of Actual Pavroll Withholding Taxes. On or before March 15 of
each of the years 2021 through 2027, the City shall calculate the actual payroll withholding
taxes collected and received during the then preceding calendar year and in respect of that
preceding calendar year by the City from all Employees (as defined below). For purposes of
that calculation, the Company acknowledges and agrees that the total amount of actual payroll
withholding taxes in respect of any calendar year shall be determined based solely upon the
amount of payroll withholding tax payments actually received by the City from the Company
during that calendar year. The Company further acknowledges and agrees that any amount
received by the City in respect of any calendar year, but following the conclusion of that
calendar year, will not be considered in the total amount of actual payroll withholding taxes
for that calendar year. The City reserves in its sole discretion the rightto waive this limitation.
For purposes of this Section 2, "Employees" shall include only those individuals employed by
the Company and working within the City.
(ii) Information Relating to Employees. The Company agrees that, in accordance
with the City's codified ordinances, as may hereafter be amended from time to time (the
`Dublin City Code"), the annual payroll reconciliation and related W-2 forms relating to its
Employees will be provided to the City prior to February 28 of each calendar year.
(iii) Employer Identification Number. The Company's Federal Employer
Identification Number is . The Company agrees that if the Federal Employer
Identification Number changes at any time during the term of this Agreement, the Company
will notify the City of such change, including the new Federal Employer Identification
Number, within thirty (30) days of the occurrence of such change.
(iv) Annual Incentive Payments to the Company. Subject to the Company's
compliance withthe requirements set forth in subsection 2(d), ifthe actual payroll withholding
taxes collected and received by the City pursuant to subsection 2(c)(i) during the then
preceding calendar year and in respect of that preceding calendar year from all Employees,
net of refunds (such amount being referred to as the Actual Withholdings'), equal or exceed
the Target Withholdings (as defined in subsection 2(c)(v)) for that preceding calendar year,
the City shall, on or before April 15 of the then current calendar year, pay to the Company,
solely from nontax revenues (as defined in subsection 2(f)), an amount equal to the product
of (A) the Actual Withholdings for that preceding calendar year multiplied by (B) fifteen
percent (15%) (with each such product being referred to as an Annual Incentive Payment");
provided, however, that (1) the City shall not be required pursuant to this subsection 2(c) to
remit an Annual Incentive Payment to the Company in excess of the Annual Cap (as defined
in subsection 2(c)(v)) in any calendar year, and (2) the aggregate amount of all Annual
Incentive Payments remitted pursuant to this subsection 2(c) by the City to the Company shall
not exceed Seven Hundred Fifty -Five Thousand and 00/100 Dollars ($755,000.00).
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(v) Target Withholdings and Annual Can. The Target Withholdings and Annual
Cap for each of the calendar years 2020 through 2026 shall be as follows:
Calendar Year
Target Withholdings
Annual Cap
2020
$524,000
$95,000
2021
602,000
110,000
2022
602,000
110,000
2023
602,000
110,000
2024
602,000
110,000
2025
602,000
110,000
2026
602,000
110,000
(vi) Forfeiture of Right to Receive Workforce Creation Incentive Payment. The
Company agrees and acknowledges that the Annual Incentive Payments provided for in
subsection 2(c) are being made by the City to the Company in consideration for the
Company's agreement to lease the Facility to retain and expand an office and its 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(c)(v), the City
shall not be obligated to make an Annual Incentive Payment to the Company for the calendar
year in respect of which the Target Withholdings requirement was not satisfied. Failure to
satisfy the Target Withholdings requirement in respect of any one calendar year does not
prohibit the Company from receiving an Annual Incentive Payment for any subsequent
calendar year in respect of which the Target Withholdings requirement is satisfied.
(d) Filing of Municipal Income Tax Returns and Remission of Related Taxes.
(i) The Company agrees that it shall timely (A) file directly with the City all
municipal income tax returns and (B) remit directly to the City all municipal income tax
payments, each as required by the Dublin City Code. While Ohio law currently permits the
Company to file its municipal income tax returns and remit its municipal income tax payments
directly through the Ohio Business Gateway, the Company acknowledges that if in respect of
any of the tax years 2020 through 2026 (inclusive) the Company either (C) files a related
municipal income tax return or (D) remits a related municipal income tax payment, in either
case directly with the Ohio Business Gateway instead of the City, then notwithstanding
subsection 2(d)(ii), the Company shall forfeit its right to receive and the City shall not be
obligated to remit any payment which the City might otherwise be required to pay pursuant
to subsections 2(b)(i) or 2(c)(iv) (each applicable payment being referred to as a "Required
Payment") in respect of that tax year.
(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
sPB #010-8775-5772vl: 05-17-2019 - 4 -
required payment date and will promptly provide written notification of such determination
to the Company. If within sixty (60) days following the date of the City's written notification
the City receives a payment from the Company which the City reasonably determines will
cause the Company to be in full compliance with its municipal income tax obligations
pursuant to the Dublin City Code (including any applicable interest and penalties), the City
will within fifteen (15) days of receipt of such payment remit to the Company the Required
Payment. If, however, the Company fails to timely remit sufficient payment to the City in
accordance with the preceding sentence, the City may in its sole discretion determine that the
City's obligation to remit such Required Payment is voided and that such Required Payment
will not be made, and will promptly provide written notification to the Company of such
determination.
(e) Method of Payment. The payments to be paid to the Company as provided in this
Section 2 shall be made by the City to the Company by electronic funds transfer or by such other
manner as is mutually agreed to by the City and the Company.
(f) City's Obligation to Make Payments Not Debt: Payments Limited to Nontax
Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant
to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the
general credit or taxes levied by the City, and the Company shall have no right to have excises or
taxes levied by the City, the State or any other political subdivision of the State for the performance
of any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution,
any payments or advances required to be made by the City pursuant to this Section 2 shall be
payable solely from the City's nontax revenues and on a subordinated basis to the payment of debt
service charges as may hereafter be payable on securities of the City which are payable from the
City's nontax revenues. Further, since Ohio law limits the City to appropriating monies for such
expenditures only on an annual basis, the obligation of the City to make payments pursuant to this
Section 2 shall be subject to annual appropriations by the City Council and certification by the
Director of Finance of the City as to the availability of such nontax revenues. For purpose of this
Agreement, "nontax revenues" shall mean, all moneys of the City which are not moneys raised by
taxation, to the extent available for such purposes, including, but not limited to the following: (i)
grants from the United States of America and the State; (ii) payments in lieu of taxes now or
hereafter authorized to be used for the purposes by State statute; (iii) fines and forfeitures which
are deposited in the City's General Fund; (iv) fees deposited in the City's General Fund from
properly imposed licenses and permits; (v) investment earnings on the City's General Fund and
which are credited to the City's General Fund; (vi) investment earnings of other funds of the City
that are credited to the City's General Fund; (vii) proceeds from the sale of assets which are
deposited in the City's General Fund; (viii) rental income which is deposited in the City's General
Fund; and (ix) gifts and donations.
Section 3. Miscellaneous.
(a) Assignment. This Agreement may not be assigned without the prior written consent
of all non -assigning Parties.
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(b) Binding Effect. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns.
(c) Captions. The captions and headings in this Agreement are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(d) Day for Performance. Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
(e) Economic Development Assistance Certification. The Company has made no false
statements to the City in the process of obtaining approval of the incentives described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentives described in this Agreement, the Company shall be required to immediately
return all benefits received under this Agreement pursuant Ohio Revised Code Section 9.66(C)(2)
and shall be ineligible for any future economic development assistance from the State, any State
agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Company
acknowledges that any person who provides a false statement to secure economic development
assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to Ohio Revised
Code Section 2921.13(F)(1), which is punishable by a fine of not more than $1,000 and/or a term of
imprisonment of not more than six months
(f) Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties on the subject matter hereof and supersedes all prior negotiations, agreements and
understandings, both written and oral, between the Parties with respect to such subject matter. This
Agreement may not be amended, waived or discharged except in an instrument in writing executed
by the Parties.
(g) Events of Default and Remedies. Except as otherwise provided in this Agreement, in
the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party
hereto, such defaulting Party shall, upon written notice from any non -defaulting Party, proceed
immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after
receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or
remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written
notice from any non -defaulting Party commence its actions to cure or remedy said breach within said
thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such
action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied
within a reasonable time, the aggrieved non -defaulting Party may institute such proceedings as may
be necessary or desirable in its opinion to cure and remedy such default or breach.
(h) Executed Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute but
one and the same instrument. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
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(i) Extent of Covenants; No Personal Liability. All covenants, obligations and
agreements of the Parties contained in this Agreement shall be effective to the extent authorized and
permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a
covenant, obligation or agreement of any present or future member, officer, agent or employee of the
City or the Company other than in his or her official capacity, and neither the members of the
legislative body of the City nor any City or Company official executing this Agreement shall be liable
personally under this Agreement or be subject to any personal liability or accountability by reason of
the execution thereof or by reason of the covenants, obligations or agreements of the City and the
Company contained in this Agreement.
0) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claims,
counterclaims, disputes and other matters in question between the City, its agents and employees, and
the Company, its employees and agents, arising out of or relating to this Agreement or its breach will
be decided in a court of competent jurisdiction within Franklin County, Ohio.
(k) Legal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and
the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its terms.
(1) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall the City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, tort (including negligence and strict liability) or any other theory of law.
(m) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or if hand -delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
requested, addressed to the other Party at the address set forth in this Agreement or any addendum to
or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:
(i) the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
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(ii) the Company at: Univar USA Inc.
, Ohio 43
Attention:
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is
intended to be exclusive of any other right or remedy, and each and every right or remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally
existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at
any time upon the strict observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy
or be construed as a waiver or relinquishment thereof. Every right and remedy given by this
Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be.
(o) Recitals. The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
(p) Reporting Requirements. The Company acknowledges that it is hereby advised by
the City that certain accounting reporting requirements may obligate the City to treat and report
payments remitted hereunder to the Company as atax abatement Notwithstanding any such reporting
requirements, the Company acknowledges and agrees that the Company is not entitled hereunder to
an abatement or exemption of any tax obligation that would otherwise be payable pursuant to the
Dublin City Code.
(q) Severability. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a 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.
(r) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(s) Term of Agreement. This Agreement shall become effective as of the Effective Date
and shall continue until the earlier of (i) the Two Hundred Seventieth (270"') day following the
Effective Date provided that as of that day the Company shall have theretofore failed to satisfy the
requirements of subsection 1(b)(i), (ii)the Three Hundred Sixtieth (360"') day following the Effective
Date provided that as of that day the Company shall have theretofore failed to satisfy the requirements
SPB #010-8775-5772vl: 05-17-2019 - 8-
of subsection l(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.
(t) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
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IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first written above.
Approved asto Form:
C
Printed: Jennifer D. Readler
Title: Director of Law
CITY OF DUBLIN, OHIO
Printed: Dana L. McDaniel
Title: Citv Manager
UNIVAR USA INC.
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FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement, certifies
hereby that the moneys required to meet the obligations of the City under the foregoing Agreement
during Fiscal Year 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
Angel L. Mumma
Director of Finance
City of Dublin, Ohio
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