Ordinance 02-12Davmn Lccil Blank. Inc.
Ordinance No
RECORD OF ORDINANCES
02 -12
Passed
FormNo.0 ➢_. _
20
AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN
INCENTIVES TO PACER INTERNATIONAL, INC. TO INDUCE IT
TO RETAIN A MAIN OFFICE AND ASSOCIATED OPERATIONS
AND WORKFORCE WITHIN THE CITY, AND AUTHORIZING THE
EXECUTION OF AN ECONOMIC DEVELOPMENT AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy (the
"Strateg)P) 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, Pacer International, Inc. (the "Compan)l') recently performed a
comprehensive examination of its workforce needs, and based on the results of
this examination, and induced by and in reliance on the economic development
incentives provided in the proposed Economic Development Agreement (as
described below), the Company desires to renovate its existing facility and
retain a main office and 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 renovate its existing facility and retain a
main office and associated operations and workforce, all within the City, which
will result in the creation of new jobs and employment opportunities and the
preservation of existing 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 renovate its existing
facility and retain a main office and associated operations and workforce, all
within the City, which will result in the creation of new jobs employment
opportunities and the preservation of existing 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
RECORD OF ORDINANCES
Day L eal Blan Inc. _ _ form Nu. 1004'
02 -12 Page 2 of 2
Ordinance No
Passed .20
amendments to the Economic Development Agreement, which amendments are
not inconsistent with this Ordinance and not substantially adverse to this City.
Section 2. This Council further hereby authorizes and directs the City Manager,
the Director of Law, the Director of Finance, the Clerk of Council, or other
appropriate officers of the City to prepare and sign all agreements and
instruments and to take any other actions as may be appropriate to implement
this Ordinance.
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 - Pre d ng Officer
Attest:
Clerk of Council
?012
2012
Office of the City Manager
City of Dublin Phone: 614 - 1 410.4400- Fax:b614 --410 -4490 1090
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager
Date: January 5, 2012
Initiated By: Jeremiah Gracia, Economic Development Administrator
Memo
Re: Ordinance 02 -12 — Pacer International, Inc. Economic Development Agreement
Summary
Staff has been in discussions with Pacer International, Inc. (Pacer) regarding the retention and
expansion of the company's Dublin headquarters. The company's expansion plans include the addition
of 50 new jobs to the Dublin headquarters to service the company's international accounting and
highway brokerage functions. This expansion project is in competition with the states of New York and
Illinois. The project will also retain 397 current employees.
Pacer's global headquarters manages and supports the company's entire domestic and international
portfolio. The company is a leading global door -to -door solutions provider, offering a broad array of
services to facilitate the movement of freight from origin to destination through its intermodal and
logistics operating segments. The intermodal segment offers container capacity, integrated local
transportation services, and door -to -door intermodal shipment management. The logistics segment
provides truck brokerage, warehousing and distribution, international freight forwarding, and supply -
chain management services. Pacer is one of the largest intermodal equipment providers in North
America.
The Economic Development Agreement proposed by the City to Pacer includes a two -year, 10 percent
Performance Incentive on withholdings collected (2012- 2013), which is capped at $114,000 for the
term of the agreement. In consideration, Pacer agrees to retain 397 jobs and create 50 new jobs in
Dublin by the end of 2013. The company must reach predetermined annual withholdings targets to
qualify for these performance incentives.
In addition, Pacer is eligible to receive a bonus Performance Incentive year in 2014 (capped at
$60,000) if a minimum five -year lease extension in Dublin is executed on or before January 1, 2014.
The current lease is not set to expire until March 2016. The overall incentive package has a maximum
cap value of $174,000.
The City estimates it would net approximately $1,676,000 in income tax withholdings over the
agreement's three -year term, should the company grow according to expectations.
Recommendation
Staff recommends Council passage of Ordinance 02 -12 on January 23, 2012. Please contact Jeremiah
Gracia or Colleen Gilger with any questions you may have.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the `Agreement") is made and entered into
this day of , 2012, 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 PACER INTERNATIONAL, INC., a Tennessee
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 renovate its existing facility (the Existing Facility ")
and retain a main office and associated operations and workforce, all within the City; and
WHEREAS, pursuant to Ordinance No. 02 -12 passed on , 2012 (the
"Ordinance "), the City has determined to offer the economic development incentives described
herein to induce the Company to renovate its Existing Facility and retain a main office and
associated operations and workforce, all within the City, which will result in the creation of new
jobs and employment opportunities and the preservation of existing 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 renovate its Existing Facility and
retain its 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 Renovate its Existing Facility and Retain Its
Operations and Workforce Within the Citv In consideration for the economic development
incentives to be provided by the City herein, the Company agrees that it will renovate its Existing
Facility and retain a main office and associated operations and workforce, all within the City, and
all consistent with the terms of this Agreement. The Company expects to create fifty (50) new
employee positions within the City by December 31, 2013. The average annual income subject to
the City's income tax of these new employees is estimated to be approximately Eighty -Six
Thousand One Hundred Dollars ($86,100.00), with total estimated payroll withholdings of
approximately Two Hundred Fifty -Eight Thousand Three Hundred Dollars ($258,300.00) over the
SSD #816808v2: 12 -26 -2011
term of this Agreement The Company also expects to retain four hundred five (405) existing
employee positions within the City. The average annual income subject to the City's income tax of
these existing employees is estimated to be approximately Fifty -Eight Thousand Six Hundred
Dollars ($58,600.00), with total estimated payroll withholdings of approximately One Million Four
Hundred Twenty -Four Thousand Dollars ($1,424,000.00) over the term of this Agreement.
Section 2. Citv Agreement to Provide Incentives
(a) General In consideration for the Company's agreement to renovate its Existing
Facility and retain a main office and associated operations and workforce, 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 Pavroll Withholding Taxes On or before March 15 of
each of the years 2013 and 2014, and in the year 2015 if subsection 2(b)(iv) is applicable,
the City shall calculate the actual payroll withholding taxes collected and received during
the then preceding calendar year (i.e., 2012, 2013 and 2014, respectively) 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 and any Affiliated Entity (as defined below) during that calendar year.
The Company agrees that the determination of whether to include in such calculation any
amount received by the City in respect of any calendar year but following the conclusion of
that calendar year, shall be solely within the discretion of the City. For purposes of this
Section 2, `Employees" shall include only those individuals employed by the Company or
any Affiliated Entity (as defined below) and working within the City. For purposes of this
Agreement Affiliated Entity" shall mean any entity listed on EXHIBIT A or any entity
controlled by or under common control with the Company and, "controlled by" or "under
common control with" will refer to the possession, directly or indirectly, of the legal power
to direct or cause the direction of the management and policies of an entity, whether through
the exercise of, or the ability to exercise, voting power or by contract. The Parties agree that
the payroll withholdings taxes of any Employee(s) employed by an Affiliated Entity shall
not be included in the computations described in this Section 2 until such time as EXHIBIT A
shall have been revised in writing by the Company to include the name of the Affiliated
Entity and that Entity's Employer ID Number, and such revision shall have been approved
in writing by the City, which approval shall not be unreasonably conditioned, delayed or
withheld.
(ii) Information Relating to Employees The Company agrees that, in
accordance with 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.
SSD #816808v2: 12 -26 -2011 -2-
(iii) Annual Incentive Payments to the Comnany If the actual payroll
withholding taxes collected and received by the City 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(d)), an amount equal to the product of (A)
an amount equal to the Actual Withholdings, multiplied by (B) ten percent (10 %) (with each
such product being referred to as an `Annual Incentive Payment' or if subsection 2(b)(iv) is
applicable, a `Bonus 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 or a
Bonus 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 One Hundred Fourteen Thousand and 00 /100 Dollars ($114,000.00) and if
the requirements of subsection 2(c)(iv) are satisfied, the aggregate amount of all Annual
Incentive Payments and the Bonus Annual Incentive Payment remitted pursuant to this
subsection 2(b) by the City to the Company shall not exceed One Hundred Seventy -Four
Thousand and 00 /100 Dollars ($174,000.00).
(iv) Bonus Annual Incentive Payment and Related Annual Cap The City agrees
that if (A) the Company provides to the City on or before January 1, 2014 a fully executed
copy of an agreement which either (1) extends the current lease on the Existing Facility for a
minimum additional term of five (5) years or (2) obligates the Company to a lease space at
another location within the City for a minimum additional term of five (5) years and (B) the
Actual Withholdings in respect of calendar year 2014 equal or exceed the Target
Withholdings (as defined in subsection 2(b)(v)) for that calendar year, then the Company
shall be eligible to receive a Bonus Annual Incentive Payment in respect of such calendar
year which will be calculated at the time and in the manner as described in subsection
2(b)(iii) and paid in accordance with this Section 2; provided that the Bonus Annual
Incentive Payment shall be subject to an Annual Cap (as defined in subsection 2(b)(v)) in
such calendar year.
(v) Target Withholdings and Annual Cap The Target Withholdings and Annual
Cap for each of the calendar years 2012 and 2013, and if applicable, 2014, shall be:
Calendar Year Target Withholdings Annual Cap
2012 $ 544,347 $ 56,000
2013 560,529 58,000
2014 571,803 60,000
(vi) Forfeiture of Right to Receive Workforce Creation Incentive Payment The
Company agrees and acknowledges that 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 renovate its Existing Facility and retain a main office and
associated operations and workforce and to create additional employment opportunities and
SSD #816808v2: I2-26 -2011 - 3 -
retain existing 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 or the Bonus Annual Incentive Payment, as applicable, 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. Subject to subsection 2(b)(iv), failure to satisfy the Target Withholdings
requirement in respect of any one calendar year does not prohibit the Company from
receiving a Bonus Annual Incentive Payment for calendar year 2014 if the related Target
Withholdings requirement is satisfied.
(c) 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.
(d) City's Obligation to Make Payments Not Debt; Payments Limited to Non -Tax
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 non -tax 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 non -tax 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 except that the Company may assign this Agreement to an Affiliated
Entity without the City's consent.
SSD #816808v2: 12 -26 -2011 -4-
(b) Binding Effect The provisions of this Agreement shall be binding upon the
successors or assigns of the Parties.
(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) Company's Obligations All obligations of the Company under this Agreement may
be satisfied by any combination of the Company and any Affiliated Entity; provided, however,
Actual Withholdings in any calendar year shall not include those actual payroll withholding taxes
collected and received by the City during such calendar year which are received (net of refunds) in
respect of any person if (i) such person was employed in the City by an Affiliated Entity
immediately preceding the occurrence of the event resulting in the recognition of such Entity as an
Affiliated Entity or (ii) the actual withholdings of such person were used in such calendar year in
the computation of another income -tax based incentive similar to the incentives provided for herein.
The Company represents that as of the date of this Agreement, there are no persons currently
employed within the City by any Affiliated Entity which not identified on EXHIBIT A.
(e) 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.
(f) Entire Agreement This Agreement embodies the entire agreement and
understanding of the Parties relating to the subject matter herein and therein and 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, including, but not limited to, proceedings to compel specific performance by the defaulting
Party.
(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.
SSD #816808v2: I2-26 -2011 - 5 -
(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 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 or applicable federal law. 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 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
SSD #816808v2: 12 -26 -2011 -6-
(ii) the Company at: Pacer International, Inc.
6805 Perimeter Drive
Dublin, Ohio 43016
Attention: Corporate Controller
with a copy to: Pacer International, Inc.,
11231 Phillips Industrial Blvd
Suite 200 - Building 1
Jacksonville, Florida 32256
Attention: General Counsel
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) 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.
(q) Survival of Representations and Warranties All representations and warranties of
the Parties in this Agreement shall survive the execution and delivery of this Agreement.
(remainder ofpage intentionally left blank — signature page follows)
SSD #816808v2: 12 -26 -2011 -7-
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
Printed: Marsha I. Grigsbv
Title: Citv Manager
Approved as to Form:
C
Printed: Stephen J. Smith
Title: Director of Law
PACER INTERNATIONAL, INC.
Printed: Michael D. Gordon
Title: VP — Corporate Controller
SSD #816808v2: 12 -26 -2011 - 8-
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 2012 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: .2012
Angel L. Mumma
Director of Finance /Deputy City Manager
City of Dublin, Ohio
SSD #816808v2: 12 -26 -2011 -9-
EXHIBIT A
List of Affiliated Entities
Name of Affiliated Entity
Pacer Services, Inc.
Pacer Cartage, Inc.
Pacer Stacktrain,Inc.
Pacer Transportation Solutions, Inc.
Ocean World Lines, Inc.
RF International, Ltd.
Pacer Distribution Services, Inc.
Rail to Rail Transport, Inc.
Employer ID Number
27- 1475753
52- 2090059
20- 8510744
31- 1107151
13- 3002217
13- 2637752
68- 0444676
20- 4706463
SSD #816808v2:12 -26 -2011 A -I