Ordinance 066-19RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO
Ordinance No. 66-19 Passed
AN ORDINANCE AUTHORIZING THE PROVISION OF AN
INCENTIVE TO RENAISSANCETECH LLC TO INDUCE IT TO
PURCHASE A FACILITY TO RETAIN AND EXPAND ITS
CORPORATE HEADQUARTERS AND ITS ASSOCIATED
OPERATIONS AND WORKFORCE, ALL WITHIN THE CITY;
AND AUTHORIZING THE EXECUTION OF AN ECONOMIC
DEVELOPMENT AGREEMENT,
Form 6220S
WHEREAS® consistent with its Economic Development Strategy (the "Strategy) approved
by Dublin City Council Resolution No. OY-c.4 adopted on June 20, 1994, and the updated
Strategy approved by Dublin City Council Reksolution No. 30-04 adopted on July 6, 2004, the
City desires to encourage commercial officEi development and create and preserve jobs and
employment opportunities within the City; and
WHEREAS,, RenaissanceTech LLC (the "C'ompany7 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 incentive provided in the proposed
Economic Development Agreement (as described below), the Company is desirous of
purchasing a facility to retain and expand its corporate headquarters and its associated
operations and workforce, all within the City; and
WHEREAS, this Council has determined that it is necessary and appropriate and in the
best interests of the City to provide an economic development incentive to the Company,
as described in the proposed Economic Development Agreement; and
WHEREAS, this Council has determined to offer the economic development incentive, the
terms of which are set forth in a substantially final form of Economic Development
Agreement presently on file in the office of the Clerk of Council, to induce the Company to
purchase a facility to retain and expand its corporate headquarters 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, T EREFORE, 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 an economic development incentive in consideration for the
Company's agreement to purchase a facility for the retention and expansion of its corporate
headquarters and its associated operations and workforce, all within the City, which will
result in the retention of e)�isting 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 i-aw, 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 Form 6220S
Oance .
rdin o 66-19
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PasDr2of2
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.
Passe
Clerk of Council
fL6 , 2019.
IcityOffice of the City Manager
of Dublin 5200 Emerald Parkway • Dublin, OH 43017-1090 -Memo
Phone: 614-410-4400 • Fax: 614-410-4490
To: Members of Dublin City Council
From: Dana McDaniel, City Manager
Date: October 28, 2019
Initiated By: Colleen Gilger, CEcD, Director of Economic Development
Sara E. O'Malley, Economic Development Administrator
Re: Ordinance 66-19 Economic Development Agreement with RenaissanceTech
Background
Economic Development staff has been in discussions with RenaissanceTech about purchasing a
new office location in Dublin and other Central Ohio communities. Founded in 2013,
RenaissanceTech began operations in the Dublin Entrepreneurial Center (DEC), later moving to
Historic Dublin and currently operating from 5880 Venture Drive in Dublin.
RenaissanceTech is an IT company that specializes in helping manufacturers simplify their sales
cycle by providing a guided multi -tier quoting and ordering technology tool for easy selection and
configurations of materials.
The company is interested in purchasing a new office location to support rapid growth, increase
hiring capacity, and provide additional space for new employees. Finding a location that supports
the company's future growth is vital.
The Economic Development Agreement proposed is a one-time retention grant of $10,000. In
consideration of the company's investment commitment, the incentive is contingent upon the
company purchasing a building within City of Dublin corporation limits of at least 8,000 SF by January
1, 2020. Additionally, the company is required to obtain an occupancy permit.
The project retains sixteen (16) existing employee positions within the City. The Company also
expects to create nine (9) new employee positions within the City by December 31, 2021. The City
anticipates more than $75,000 in net withholdings over the next three years.
Recommendation
Staff recommends Council passage of Ordinance 66-19 at the second reading on
November 18, 2019. Please contact Sara O'Malley with any questions.
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 RENAISSANCETECH LLC, an
Ohio limited liability company (the "Company" and together with the City, the Parties"), under the
circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by
Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated Strategy
approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, the City desires to
encourage commercial office development and create and preserve jobs and employment
opportunities within the City; and
WHEREAS, based on the results of the Company's recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentive provided
in this Agreement, the Company desires to purchase a facility to retain and expand its corporate
headquarters and its associated operations and workforce, all within the City; and
WHEREAS, pursuant to Ordinance No. 49 passed on , 2019, the City has
determined to offer the economic development incentive described herein to induce the Company to
purchase a facility for the retention and expansion of its corporate headquarters 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 that incentive in order to induce the Company to purchase a facility to retain and expand
its corporate headquarters and its associated operations and workforce, all within the City;
Now THEREFORE, in consideration of the foregoing, the promises contained herein, and other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
City and the Company covenant, agree and obligate themselves as follows:
Section 1. Companv's Agreement to Purchase a Facilitv to Retain and Expand its
Corporate Headquarters and its Associated Operations and Workforce Within the City.
(a) In consideration for the economic development incentive to be provided by the City
herein, the Company agrees that it will purchase a facility which is located within the City (the
Facility'), which includes at least 8,000 square feet of usable space and which is of sufficient size
to retain and expand its corporate headquarters and the Company's associated operations and
workforce, all within the City, and all consistent with the terms of this Agreement. The Company
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expects to retain sixteen (16) existing employee positions within the City. The Company also expects
to create nine (9) new employee positions within the City by December 31, 2021. The total estimated
payroll withholdings for the retained and new employee positions is estimated to be approximately
twenty-five thousand dollars ($25,000) in calendar year 2020.
(b) The Company agrees that the City's obligations to remit a payment pursuant to
Section 2 of this Agreement shall be contingent upon (i) the Company delivering to the City
documentation which to the reasonable satisfaction of the City, demonstrates that the Company has
acquired the Facility, (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) the Company delivering to the City documentation which to the
reasonable satisfaction of the City, demonstrates that sixteen (16) of the Company's employees will
be employed on a full-time basis at the Facility; provided, however, and notwithstanding any
provision herein to the contrary, if the Company shall, after having acted in good faith, fail to purchase
the Facility, receive the Certificate of Occupancy or employee sixteen (16) employees at the Facility,
each within the period set forth in subsection 3(s)(i), then (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 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 Incentive.
(a) General. In consideration for the Company's agreement to purchase 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
incentive to the Company in accordance with this Section.
(b) Retention Incentive.
(i) Retention Incentive Pavment to the Company. The Company agrees to
purchase the Facility to retain and expand its corporate headquarters and its associated
operations and workforce, all within the City. In consideration of the Company's agreement
to purchase the Facility and to retain and expand its corporate headquarters and retain and
create employment opportunities within the City, the City agrees to provide to the Company
a retention incentive payment (the Retention Incentive Payment') in the amount of Ten
Thousand and 00/100 Dollars ($10,000.00), payable to the Company no later than thirty (30)
days following the occurrence of (A) the Company's purchase of the Facility and provision
to the City of documentation in support thereof, (B) issuance by the City of the Certificate of
Occupancy (which issuance will not be unreasonably conditioned, delayed or withheld by the
City) and (C) the employment of sixteen (16) of the Company's employees on afull-time basis
at the Facility.
(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 purchase the Facility and retain and expand its corporate headquarters and its
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associated operations and workforce, and to retain and create employment opportunities, all
within the City. The Company further agrees that if the requirements of subsection 1(b) 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)(i).
(c) Method of Payment. The payment 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.
(d) City's Obligation to Make Payment Not Debt; Payment Limited to Nontax Revenues.
Notwithstanding anything to the contrary herein, the obligation 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,
the payment 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 the payment pursuant to this Section 2
shall be subject to an annual appropriation 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.
(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.
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(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 incentive described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentive 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.
(i) Extent of Covenants: No Personal Liabilitv. 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
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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
(ii) the Company at: RenaissanceTech LLC
, 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.
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(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) 5:00 p.m. (Ohio time) on January 1, 2020 provided that as of
that time the Company shall have theretofore failed to satisfy the requirements of subsections 1(b)(i),
1(b)(ii) and 1(b)(iii) or (ii) the day on which the Retention 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
RENAISSANCETECH LLC
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FISCAL OFFICER'S CERTIFICATE
The undersigned, Interim 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
Matthew Stiffler
Interim Director of Finance
City of Dublin, Ohio
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