39-08 OrdinanceRECORD OF ORDINANCES
Da}ton Legal Blank. Inc Fnnn No. 3Q04?
o,-~t~~~«~z~~e N~,. 39-08
Passed , 2U
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES FOR PURPOSES OF LOCATING
AND EXPANDING MANNING & NAPIER ADVISORS, INC.
AND ITS OPERATIONS AND WORKFORCE WITHIN THE
CITY OF DUBLIN AND AUTHORIZING THE EXECUTION
OF AN ECONOMIC DEVELOPMENT AGREEMENT.
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 and retail development
and provide for the creation of employment opportunities within the City; and
WHEREAS, Manning & Napier Advisors, Inc. is desirous of locating and expanding its
operations and workforce within the City in consideration for the provision by the City
of economic development incentives; and
WHEREAS, this Council has determined to offer 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 Manning &
Napier Advisors, Inc. to locate and expand its operations and workforce within the City,
to create jobs and employment opportunities and 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, this Council finds that it is in the best interest of the City to provide those
economic development incentives to induce Manning & Napier Advisors, Inc. to
locate and expand its operations and workforce within the City and to provide for the
execution and delivery of that Economic Development Agreement with Manning &
Napier Advisors, Tnc.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
of the elected members concurring, that:
Section 1. The Economic Development Agreement by and between the City and
Manning & Napier Advisors, Inc., in the form presently on file with the Clerk of
Council, providing for, among other things, the provision of incentives to Manning &
Napier Advisors, Inc. in consideration for Manning & Napier Advisors, Inc.'s
agreement to locate and expand its operations and workforce within the City, 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
and Director of Finance. The City Manager and Director of Finance, for and in the
name of this City, are hereby authorized to execute that Economic Development
Agreement, provided further that the approval of changes thereto by those officials, and
their character as not being substantially adverse to the City, shall be evidenced
conclusively by their execution thereof. This Council further authorizes the City
Manager and the Director of Finance, 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
Clerk of Council, the Director of Law, the Director of Finance, or other appropriate
officers of the City to prepare and sign all agreements and instruments and to take any
other actions as maybe appropriate to implement this Ordinance.
Section 3. This Council finds and determines that all formal actions of this Council
concerning and relating to the passage of this Ordinance were taken in an open meeting
RECORD OF ORDINANCES
D;wmn Lc_al Blank. Inc.
39-08
Ordinance No.
Page Two
Passe cl 20
of this Council and that all deliberations of this Council that resulted in those formal
actions were in meetings open to the public in compliance with the law.
Section 4. This Ordinance shall be in full force and effect on the earliest date permitted
bylaw.
Mayor -Presiding Officer
Attest
~_
Clerk of Council o
Passed: ~ , 2008
Effective: ` , 2008
CITY OF DUP.LIN
Office of the City Manager
5200 Emerald Parkway, Dublin, Ohio 43017
Phone: 614-410-4400
To: Members of Dublin City Council
From: Jane S. Brautigam, City Manager
Date: May 29, 2008
Memo
Initiated By: Dana L. McDaniel, Deputy City Manager/Director of Economic Development
Colleen ICI. Gilger, Economic Development Administrator
Re: Ordinance 39-OS -Manning c~. Napier Advisors, Inc. Economic Development Agreement
Summary
Staff has been in discussions ~-•ith 1\~Ianning & Napier Advisors, Inc. regarding the relocation and
expansion of its A~Iidwest Regional Office operations and tn~orkforce to the City of Dublin. Manning &
Napier intends to relocate its existing Northwest Columbus operation at 6099 Riverside Drive (Suite
207) to Metro Center space at 655 hZetro Place South (Suite 800), which they are leasing for afive-year
term. Manning & Napier currently has 20 employees and anticipates employment gro~~th to 31 staff
members within the next five years.
Founded in 1970, Manning & Napier Advisors, Inc. serves clients in all 50 states and manages
approximately $18 billion in client assets as of December 31, 2007. It remains an employee-owned firm,
with 100 percent of the firm owned by full-time employees, whose average tenure is 19 years. Manning
& Napier manages investments far a broad cross-section of clients, including Taft-Hartley and corporate
benefit plans, individuals, endo~.vments and foundations, and municipalities.
This Ordinance authorizes an Economic Development Agreement between the City and Manning &
Napier that includes:
`?~r'ithliolding Incentive. The City agrees to pay I1~Ianning & Napier a pei~ormanee-
based ~~~ithholding incentive {net of refunds) equal to 10 percent of its annual
~n-•ithholdings for afive-year term. The overall incentive will be "capped" at $30,000
fiom August 2008 to December 2012.
Over the term of the agreement, it is anticipated that Manning & Napier ~-•ill pa}r approximately
$271,314 in income tax revenues to the City. Providing Manning & Napier achieves all payroll targets,
the company ~n-•ill receive a minimum incentive of $27,131.
Recommendation
Staff recommends Cit}- Council approve this Ordinance at the second reading/public hearing on June 16,
2008. Passing this Ordinance will support Council's goal relative to attracting new businesses to our
communit~~. Please contact Dana I~IoDaniel or Colleen Gilger with any questions you may have.
39-08
AN ORDINANC"E AUTHORIZING THE PROVISION OF
C"ERTAIN INCENTIVES FOR PURPOSES OF LOC"ATING
AND EXPANDING MANNING & NAPIER ADVISORS, INC.
AND ITS OPERATIONS AND tiVORKFORCE tiVITHIN THE
CITY OF DUBLIN AND AUTHORIZING THE EXECUTION
OF AN EC"ONONIIC DEVELOPMENT AGREEMENT.
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 and retail development
and provide for the creation of employment opportunities within the City; and
WHEREAS, Mamiing & Napier Advisors, Itic. is desirous of locating and expanding its
operations and workforce ~~~ithin the City in consideration for the provision by the City
of economic development incentives; and
tiVHEREAS, this Council has determined to offer economic development incentives,
the terms of which are set forth in a substantially final forni of Economic Development
Agreement presently on file in the office of the Clerk of Council, to induce Manning &
Napier Advisors, Inc. to locate and expand its operations and workforce within the City,
to create jobs and employment opportunities and 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, this Council finds that it is in the best interest of the City to provide those
economic development incentives to induce Manning & Napier Advisors, Inc. to
locate and expand its operations and workforce within the City and to provide for the
execution and delivery of that Economic Development Agreement «~ith Manning &
Napier Advisors, Inc.
NO«', THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
of the elected members concun•ing, that:
Section 1. The Economic Development Agreement by and between the City and
Manning & Napier Advisors, Inc., in the form presently on file with the Clerk of
Council, providing for, among other things, the provision of incentives to Manning &
Napier Advisors, Inc. in consideration for Mannng & Napier Advisors, Inc.'s
agreement to locate and expand its operations and workforce within the City, 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 I~'Ianager
and Director of Finance. The City Manager and Director of Finance, for and in the
name of this City, are hereby authorized to execute that Economic Development
Agreement, provided further that the approval of changes thereto by those officials, and
their character as not being substantially adverse to the City, shall be evidenced
conclusively by their execution thereof. This Council further authorizes the City
Manager and the Director of Finance, for and in the name of the City, to execute any
amendments to the Economic Development Agreement, which amendments are not
inconsistent t~~ith this Ordinance and not substantially adverse to this City.
Section 2. This Council further hereby authorizes and directs the City l~lanager, the
Clerk of Council, the Director of Law, the Director of Finance, 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
concerning and relating to the passage of this Ordinance were taken in an open meeting
39-08
Page Two
of this Council and that all deliberations of this Council that resulted in those formal
actions were in meetings open to the public in compliance with the law.
Section 4. This Ordinance shall be in full force and effect on the earliest date permitted
by law.
Signed:
Mayor -Presiding Officer
_~lttest
Clerk of Council
Passed: , 2008
Effective: , 2008
ECONOMIC DEVELOPII-TENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into
this day of , 2008, 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 MANNING & NAPIER ADVISORS, INC. (the
"Company" and collectively with the City, the "Parties"), a New York corporation with its main
office currently located at 290 ~A~oodcliff Drive, Fairport, New York 1440, under the
circumstances summarized in the folio«~ing 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 and retail development and provide for the retention and creation
of employment opportunities within the City; and
WHEREAS, based on the results of the Company's recent comprehensive examination of
--~orkforce needs, and induced by and in reliance on the economic development incentive provided
in this Agreement, the Company is desirous of leasing a facility within the City and locating and
expanding its Midwest Regional Office operations, workforce and associated payroll within the
City; and
WHEREAS, pursuant to Ordinance No. 39-08 passed on , 2008
(the "Ordinance"), the City has determined to offer the economic development incentives
described herein to induce the Company to lease a facility ti~~ithin the City and locate and expand its
operations and workforce 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 within the City and
locate and expand its operations and workforce ~~~ithin the City;
NOW THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Company's Agreement to Lease a Facility and Locate and Expand Its
Operations and t~'orkforce ~A~'ithin the City. In consideration for the economic development
incentives to be provided by the City herein, the Company agrees that it will lease a facility within
the City by August 1, 2008, for a minimum of five (5) years, and will locate and expand its
Midwest Regional Office operations and workforce within the City pursuant to this Agreement.
The Company expects to expand the number of its employees in its Midwest Regional Office from
twenty (20) to thirty-one (31) over the years 2008 through 2012. The total estimated payroll
~~~ithholdings of approximately T~i~o Hundred Se~•~enty-One Thousand Three Hundred Fourteen and
00/100 Dollars ($271,314.00) over the term of this Agreement.
Section 2. City A~reernent to Pro~•zide hncentives.
(a) General In consideration for the Company's agreement to lease a facility within the
City by August 1, 2008, and to locate and expand its operations and workforce within the City, the
City agrees to provide economic development incentives to the Company in accordance with this
Section.
(b} Workforce Location/Expansion Grant.
(i) Calculation of Actual Withholdings. Qn or before March 15 of each of the
years 2009 thru 2013, the City shall calculate the actual payroll withholding taxes collected
during the preceding calendar year by the City from all Employees. 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 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) Incentive Payments to the Company. If the actual payroll l~~ithholding taxes
collected during the then preceding calendar year by the City from all Employees, net of
refunds ("Actual Withholdings"), meet or exceed the Target Withholdings (as defined in
subsection 2(b)(iv)) for that preceding calendar year, the City shall, on or before April 15 of
the then curY•ent calendar year, pay to the Company, solely from nontax revenues (as defined
in subsection 2(d)), an amount equal to the product of (A) the Actual Withholdings,
multiplied by (B) ten percent (10%) (such product being referred to as the "Annual Incentive
PaymenP'); p~~ovided, however, that 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)(iv}) in any calendar year, nor shall the aggregate of all Annual
Incentive Payments remitted by the City to the Company exceed Thirty Thousand Dollars
($30,000.00).
(iv) Target Withholdings and Annual Cap. The Target Wit1111oldings and Annual
Cap for each of the calendar years 2008 tlu•ough 2012 shall be:
Calendar Year Tar6et ~Yithlioldvias A~mual Cap
2008~k $22,438 $3,000
2009 $57,129 $6,500
2010 $60,579 $6,500
2011 $64,209 $6,750
2012 $66,960 $7,250
* The 200$ Target Witholding is prorated for five (5) months of withholding collections, assuming amove-in date of
August 1, 200.
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(v) Forfeiture of Right to Receive Incentive Payment. The Company agrees and
acknowledges that Annual Incentive Payment provided for in subsection 2(b) is being made
by the City to the Company in consideration for the Company's agreement to complete the
Lease by August 1, 20{8, and to locate and expand its operations and workforce within the
City. The Company further agrees that if the Target Witl~lioldings requirement is not met
for any given year as set forth u1 subsection 2{b)(iv), the City shall not be obligated to make
any Annual Incentive Payment to the Company for the calendar year in respect of ~~~•hich the
Target Withholdings requirement was not satisfied. Failure to meet 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) Method of Payment. The payments provided for 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) Ci ,''s Obligation to 1Vlake 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 hai~e 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 payrents 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 _~lmerica 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; and (viii} rental income which is deposited in the City's General Fund; and
(ix) gifts and donations.
(e) Applicable City Payroll Tax Rate. For purposes of calculating the Actual
t~'ithholdings in each calendar year under this Section 2, the City's payroll tax rate shall be
assumed to be two percent {2%).
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 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) Day for Performance. tA~herever 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) 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 ~~~riting executed by the Parties.
(f) 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 (3f))
days after receipt of such notice. In the event such default or breach is of such nature that it cannot
be cured or remedied t~~ithin said thirty (3~) 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.
(g) 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.
(h) 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 of~'icial 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.
(i) 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
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employees and agents, arising out of or relating to this Agreement or its breach will be decided in a
court of competent jurisdiction ~~~ithin Franklin County, Ohio.
(j) Legal AuthoritX. 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 deli~•~ered 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.
(k} 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 «~~hether such damages are claimed
under contract, tort {including negligence and strict liability) or any other theory of law.
(1) 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 ifhand-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
5840 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) the Company at: planning & Napier Advisors, Inc.
290 Woodcliff Drive
Fairport, NY 14450
Attention: Paul Battaglia
Local Dublin address:
655 Metro Place South, Suite 800
Dt,~blin, Shia 43017
Attention: Iiimberl~~ Pepple
The Parties, by notice given hereunder, may designate any further or dit~erent addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(m) 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.
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(n) 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 int%alidity 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.
(o) Survi~•=al of Representations and Warranties. All representations and warranties of
the Parties in this Agreement shall survive the execution and delivery of this Agreement.
(remaincle~° of page il~tentionall}~ left blank- signature page fallotivs)
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IN WITNESS ~~+'HEREOF, the City and the Company have caused this Agreement to be
executed in their respective names by thew duly authorized representatives, all as of the date first
«ritten above.
CITY OF DUBLIN, OHIO
BV:
Printed: Jane Brauti~am
Title: City Manager
Approved as to Form:
Bv:
Printed: Stephen J. Smith
Title: Director of Law
l~'IANNING & NAPIER ADVISORS, INC.
By:
Title:
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FISC ~L OFFICER' S CERTIFIC.~TE
The undersigned, Director of Finance of the City under the foregoing ~4greement, certifies
hereby that the moneys recfuired to meet the obligations of the City under the foregoing Agreement
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: - 2008
Marsha I. Grigsby
Deputy City Manager/Director of Finance
City of Dublin, Ohio
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