Ordinance 28-22To: Members of Dublin City Council
From: Dana McDaniel, City Manager
Date: July 11, 2022
Initiated By: Jennifer Klus, Economic Development Director
Re: Ordinance 28-22 Economic Development Agreement with Rea & Associates, Inc.
Background
Rea & Associates, Inc. (Rea) established in Dublin in 1988, has reached capacity at its Dublin facilities
located at 5775 Perimeter Dr., Suite 200 in Dublin, Ohio. As a result, Rea has been conducting a
competitive real estate search for expansion opportunities to establish a national headquarters in
several Central Ohio communities, including Dublin, Upper Arlington and Columbus.
Rea & Associates is a full-service regional accounting and business advisory firm that offers
accounting, tax, audit, and consulting & cyber services to clients primarily throughout the state of
Ohio. The Ohio CPA firm is also regarded as one of the Top 100 public accounting firms in the
country. Rea currently has office locations in Dublin, Gahanna, Newark & downtown Columbus. They
are looking to potentially consolidate these offices into a new headquarter location to reduce
overhead costs and improve productivity among its workforce. The new office location would
earmark the company’s third purchase investment in the City.
To meet expansion needs, Rea is considering purchasing its third office location in the City of Dublin
that would retain and establish a new corporate headquarters in the community. The City is offering
a financial incentive package valued at $283,000 in consideration of the company’s continued
investment and planned workforce growth in Dublin. The incentive is contingent upon the company
purchasing a new headquarter location of a minimum of 60,000 SF, within City of Dublin corporation
limits. Additionally, the company is required to obtain an occupancy permit.
The project retains sixty eight (68) existing employee positions within the City. The Company also
expects to create thirty five (35) new employee positions within the City by December 31, 2028.
The City anticipates nearly $1.2 million in net withholdings over the next seven years.
Recommendation
Staff recommends Council passage of Ordinance 28-22 on August 8, 2022. Please contact Jennifer
Klus at jklus@dublin.oh.us with any questions.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43016
Phone: 614-410-4400 Memo
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ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this
_____ day of __________, 2022 (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 REA & ASSOCIATES, INC., an
Ohio 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. 56-19 adopted on October 19, 2019, 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 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. 28-22 passed on August 8, 2022, the City has
determined to offer the economic development incentives described herein to induce the Company
to purchase a facility for the retention and expansion of the Company’s corporate headquarters and
the associated operations and workforce, all within the City, which will result in the retention of
certain 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 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 agree and obligate themselves as follows:
Section 1. Company’s Agreement to Purchase a Facility to Retain and Expand its
Corporate Headquarters 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 purchase a facility which is located within the City (the
“Facility”) which includes at least 60,000 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
expects to retain sixty-eight (68) existing employee positions within the City. In addition, the
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Company expects to create thirty-five (35) new employee positions within the City by December 31,
2028. The total estimated payroll withholdings for the retained and new employee positions is
estimated to be approximately One Million Four Hundred Eighty-Two Thousand Dollars
($1,482,000) through December 31, 2028.
(b) The Company agrees that the City’s obligations to remit payments pursuant to Section
2 of this Agreement shall be contingent upon (i) the Company delivering to the City such
documentation which reasonably demonstrates to the City that the Company has purchased the
Facility (the “Purchase Agreement”) which will accommodate the retention and expansion of the
Company’s corporate headquarters and its 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 Facility, (iii) the Company
occupying the Facility and (iv) 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 deliver the Purchase Agreement, receive the Certificate of Occupancy or occupy
the Facility, each within the respective periods set forth in subsections 3(s)(i), 3(s)(ii) and 3(s)(iii), (v)
this Agreement will terminate without such failure constituting a breach by the Company, (vi) the
City’s obligation to remit the Annual Incentive Payments will be terminated and (vii) the Company
will owe no penalties to the City as a result of such failure.
Section 2. City’s Agreement to Provide Incentives.
(a) General. In consideration for the Company’s agreement to purchase the Facility and
retain and expand its corporate headquarters and 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) Workforce Creation Incentive.
(i) Calculation of Actual Payroll Withholding Taxes. On or before March 15 of
each of the years 2023 through 2029, 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 right to 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
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“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 34-1310124. 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 with the requirements set forth in subsection 2(c), if the actual payroll withholding
taxes collected and received by the City pursuant to subsection 2(b)(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(b)(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(e)), an amount equal to the product
of (A) the Actual Withholdings for that preceding calendar year multiplied by (B) eighteen
percent (18%) (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(b) to
remit an Annual Incentive Payment to the Company in excess of the Annual Cap (as defined
in subsection 2(b)(v)) in any calendar year, and (2) the aggregate amount of all Annual
Incentive Payments remitted pursuant to this subsection 2(b) by the City to the Company shall
not exceed Two Hundred Eighty-Three Thousand and 00/100 Dollars ($283,000.00).
(v) Target Withholdings and Annual Cap. The Target Withholdings and the
Annual Cap for each of the calendar years 2022 through 2028 shall be as follows:
Calendar Year Target Withholdings Annual Cap
2022 $146,978 $29,000
2023 177,022 34,000
2024 194,021 37,000
2025 211,880 41,000
2026 230,637 44,000
2027 250,327 47,000
2028 270,992 51,000
(vi) Forfeiture of Right to Receive Annual Incentive Payments. The 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 Company’s agreement to
purchase the Facility and retain and expand its corporate headquarters 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 if the Target 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
year in respect of which the Target Withholdings requirement was not satisfied. Failure to
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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.
(c) 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 2022 through 2028 (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(c)(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 subsection 2(b)(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
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.
(d) 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.
(e) 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,
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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 whi ch 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 b y
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.
(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.
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(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 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.
(j) 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.
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(l) 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
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: Economic Development Director
(ii) the Company at: Rea & Associates, Inc.
5775 Perimeter Dr.
Dublin, Ohio 43017
Attention: Doug Houser
OR (after move)
Rea & Associates, Inc.
5400 Franz Rd.
Dublin, OH 43017
Attention: Doug Houser
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.
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(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 a tax 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 court to 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) August 31, 2022, provided that as of that day the Company
shall have theretofore failed to satisfy the requirements of Section 1(b)(i), (ii) April 30, 2023, provided
that as of that day the Company shall have theretofore failed to satisfy the requirements of Section
1(b)(ii), (iii) June 30, 2023, provided that as of that day the Company shall have theretofore failed to
satisfy the requirements of Section 1(b)(iii) or (iv) 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.
CITY OF DUBLIN, OHIO
By:
Printed: Dana L. McDaniel
Title: City Manager
Approved as to Form:
By:
Printed: Jennifer D. Readler
Title: Director of Law
REA & ASSOCIATES, INC.
By:
Printed: Doug Houser
Title:
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Regional President
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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 2022 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: ____________, 2022
Matthew L. Stiffler
Director of Finance
City of Dublin, Ohio
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