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HomeMy WebLinkAboutOrdinance 096-15Dayton Legal Blank, Inc. Ordinance No. RECORD OF ORDINANCES 96 -15 Form No. 30043 Passed '20. AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES TO HERITAGE WEALTH PARTNERS LLC TO INDUCE IT TO RETAIN AND EXPAND AN 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 "Strateq approved by Dublin City Council Resolution No. 07 -94 adopted on June 20, 1994, and the updated Strategy approved by Dublin City Council Resolution No. 30 -04 adopted on July 6, 2004, the City desires to encourage commercial office development and create and preserve jobs and employment opportunities within the City; and WHEREAS, Heritage Wealth Partners LLC (the "'Gompany� 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 is desirous of constructing a new office building within the City to provide for the retention and expansion of an office and associated operations and workforce 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 construct a new office building to provide for the retention and expansion of an office and associated operations and workforce, all within the City, which will result in the retention and creation of new jobs and employment opportunities, thereby improving the economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, of the elected members concurring, that: Section 1. The Economic Development Agreement by and between the City and the Company, in the form presently on file with the Clerk of Council, providing for, among other things, the provision of certain economic development incentives in consideration for the Company's agreement to construct a new office building within the City to provide for the retention and expansion of an office and associated operations and workforce within the City, which will result in the retention and creation of new jobs and employment opportunities, is hereby approved and authorized with changes therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by the City Manager. The City Manager, for and in the name of this City, is hereby authorized to execute that Economic Development Agreement, provided further that the approval of changes thereto by that official, and their character as not being substantially adverse to the City, shall be evidenced conclusively by the execution thereof. This Council further authorizes the City Manager, for and in the name of the City, to execute any amendments to the Economic Development Agreement, which amendments are not inconsistent with this Ordinance and not substantially adverse to this City. Section 2. This Council further hereby authorizes and directs the City Manager, the Director of Law, the Director of Finance, the Clerk of Council, or other appropriate officers of the City to prepare and sign all agreements and instruments and to take any other actions as may be appropriate to implement this Ordinance. RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Ordinance No. 96 -15 Passed Page 2 of 2 , 20 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 Attest: Clerk of Council Passed: YA a ry 1,1, , 2015 Effective: � G� ! / , 2015 To-, Members of Dublin City Council ; From: Dana L. McDaniel, City anag 5� Date.- December 3, 2015 F-i-nitiated r1 Gilger, CEcD, Economic Development Director Rachel S. Ray, AICP, Economic Development Administrator Re: Ordinance 96-15 - Economic Development Agreement with Heritage Wealth Partners Heritage Wealth Partners plans to purchase and occupy a new 2,100-square-foot office building on Emerald Parkway at the Camden Professional Center (6215 Emerald Parkway) to accommodate their planned business growth. The project will result in the retention of four (4) existing employees to Dublin, and the addition of two (2) new employees by 2021, Based on the company's payroll projections, it is estimated that the City will net approximately $18,659 in income tax withholding revenue over the four-year term of this project. Staff recommends Council passage of Ordinance 96-15 on January 12, 2016. Please contact Rachel Ray with any questions. ECONOMIC DEVELOPMENT AGREEMENT '11ii is EcONOMIC I)EVELOPMEN'r AGREEMENT(the -Ai reenient") is made and entered into this ,------. day of` 2015, by and between the CITY OF DUBLAN,OF11O (the"( I UjT'), a municipal. corporation duly organized and validly existing under the Constitution and the laws of the State of Ohio (the " j5late") and its Charter, and HERITAGE WEALTI, I PARTNERS IA.C, an (,.)hio limited liability company (the "('� -I otnl�w v" and together with the City, the "P(ir lies ").. under the circumstances summarized in the following recitals. W11[,.:REAS. consistent with its Economic Development Strategy (the "','Irate ") ap proved by 91V' 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, 2.0 04, 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 retain and expand an office and associated operations and workforce within the City. and WHEREAS, pursuant to Ordinance No. 15 passed on 2015 (the "'Ortlintince"), the City has determined to off r the economic development incentives described herein to induce the Company to construct an approximately 2, 100 square IM office building within the City (the "A"eiv Q e Buildin y,") to provide fior the retention and expansion of an office and associated operations and workforce within the City,, which will result in the retention 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 incentives to induce the Company to construct the New Office Building to provide for the retention and expansion of its operations and workl'orce, all within the City; Now 'FHEREFORE, the City and the Company covenant, agree and obligate themselves as follows: Section 1. Coinpanyl's regiment to Construct the New Office Buildim,, and Retain and Expand ILs ) ations and Workft)rce Within the City. In consideration for the econoi-nic development incentives to be provided by the City herein, the Company agrees that it will construct the New Office Building within the City to provide for the retention and expansion of an office and associated operations and workforce within the City, all consistent with the terms of this Agreement. `fhe Company expects to retain four (4) existing employee positions within the City. 'Fhe Company also expects to create two (2) new employee positions within the City by December 31, 2020. "I'he total estimated payroll withholdings 1'(-)r existing and new employee positions is estimated to be Twentv-Four'T'housand Seven Hundred Fifty-Eight and 00/100 Dollars ($24,758) over the term of this Agreement. Jhe Company agrees that the City's obligations to remit payments pursuant to Section 2 of this Agreement shall be contingent upon (a) the City delivering to the Company a certificate of occupancy for the New Office Building, which the City agrees that it will. not unreasonably withhold,, condition or delay and (b) Such other conditions as are set forth in Section 2. Section 2. Cjt 1 A 1regipent to Provide 14ccptijles. (a) General. In consideration for the Company"s aggyreement to construct the New Office Building to provide for the retention and expansion of an office and associated operations and workforce within the City, the City agrees to provide economic development incentives to the Company in accordance with this Section. (b) Retention. Incentive. (i) Incentive Pq � -_ngnt to thej��j!npqnv. The Company agrees to construct the q New Office Building to provide for the retention and expansion of an office and associated operations and workl'orce within the City. In consideration of the Company's agreement to construct the New Offlice Building and retain and create additional employment opportunities within the City. the City agrees to provide to the Company a Retention Incentive the �-Relenlion Incentive") in the aggregate an-iount ofTwo Thousand Five Flundred and 00/100 Dollars ($12,500.0(I), payable to the Company vrithin thirty ) )0) days l'ollowing the occurrence of (A) the issuance by the City ofa certificate of occupancy fc r the New Office Building, which the City agrees that it will not unreasonably withhold, condition or delay and (B) the occupancy of` the New Office Building by the Company to provide for the retention and expansion of the Company's office and associated operations and workforce within the City in a manner consistent with this Agreement. (ii) Forf6ture of Right to Receive liicentiy!q T - The ("ornpany agrees and acknowledges that the Retention Incentive provided for in subsection 2(b)(i) is being made by the City to the Company in consideration for the Company"s agreement to construct the New Office Building to provide for the retention. and expansion of an office and associated operations and workforce within, the City and to retain and create additional employment opportunities, all within the City. The Company further agrees that if the requirements of subsection 2(b)(i) are not satisfied, the City shall not be obligated to remit the Retention Incentive to the Company as required by this subsection.2, (b). (c) Workforce Creation Incentive. 0) Calculation of Aetpal 11, oll WithholdinL) axes. On or before March 15 of each of the years 20 18 through 202 1, the City shall calculate the actual payrol I 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. 'I"he Company agrees that the determination of whether to include -2- 0 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,"E'nij)h yees" shall include only those individuals employed by the Company and working within the City. (ii) Infiormation R!glatjn �tofi love s. The Company agrees that. in accordance with the Dublin City Code, the annual payroll reconciliation and related W-2 fiornis relating to its En"iployees wil I be provided to the City prior to February 28 of each calendar year. (iii) L,mpl( r Ic entification Number. 'r he Companys Employer Identification 2y��_ j_ - I Number is 26-0662798, J'he Company agrees that if the 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 Employer Identification Number, within thirty (-30) days of the occurrence of such change. (iv , ) Annual incentive Paymepts to the Qp-q)j2any. If ng the actual payroll withholdi taxes collected and received by the City pursuant to Subsection 2(c)(i) during the then preceding calendar year and in respect of that preceding calendar year from all 1'.71mployees, net of refunds (such amount being referred to as the "'.4clual 147ithholclings"), equal or exceed the Target Withholdings (as defined in subsection 2(c (v) for that preceding calendar year, the City shard, on or before April I D5 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 ot'(A) the Actual Withholdings for that preceding calendar year, multiplied by (B) twelve percent (Q.-%) (with each such product being refierred to as an-Annutil Incenfive Pqymenl"); i)roWdecl, howei,,er, that (1) the City shall not be required pursuant to this subsection 2(c) to remit an Annual Incentive Payment to the Company in excess oil' the Annual Cap (as defined in subsection 2(c (v-.)) in any calendar year, and (2) the aggregate amount of all Annual Incentive Payments remitted pursuant to this subsection 2(c) by the City to the Company shall not exceed Three Thousand Six Hundred and 00/100 Dollars ($3,600.00). (V) 'Famyet Withholdinas and Anp.Lial Cap. The "I"arget Withholdings and Annual Cap I`or each ofthe calendar years 2017 through 2020 shall be: Z�l Calendar Year Target WithholdInes Annual ( "aA 2017 $5,160 $750 2018 5,679 750 2019 6,247 lJ)00 2020 7,672 1,100 (vi) Forfeiture of Right to Receive Work-force Creation Incentive PayLnent. ]-he Company agrees and acknowledges that Annual Incentive Payments provided 'for in subsection. 22(c) are being made by the City to the Company in consideration for the Company's agreement to construct the New Office Building to provide for the retention and expansion of an office and associated operations and workforce within the City and to retain and create additional employment opportunities. all within the City. The Compariy ftirther agrees that if the 'rarget Withholdings requirement is not met for any given calendar year as set forth in subsection 2( )(v), the City shall not be obligated to make an Annual Incentive Payment to the Co nip any for the calendar year in respect I' Ili the J'arget Witliholdinns requirement was not satisfied, Failure to satisfy the Target. Withholdings requirement in I respect of any one calendar year does not prohibit the Company from receiving ail Annual Incentive Paynient for any subsequent calendar year in respect of which the Target Withholdings requirement is satisfied. (d) Method of Pavment. The payments to be paid to the Conipany 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 C..`onipany. (e) City's 0bl* jMation to Make ra ts Not Debt, Payments Limited to Nontax Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant to this Aureement 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 1`6r the perl'ormance of any obligations of the City herein. Consistent �vith 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 nor tax 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 Citv*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 sub . ect to annual appropriations by the City Council and certification by the Director of Finance of the Citv as to the avai lability of such no tax revenues. For purpose of this Agreernent,"nontax rei.,enues­ 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 followino: (i) grants from lie nited States of America and the State- (ii) pay rnents 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 firom 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 otl er 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 Citv*s General Fund; (viii) rental incur which is deposited in the City"s General Fund-, and (ix) gifts and donations. Section 3. Miscellaneous. (a) Assignipertt. This Agreement may not be assigned without the prior written consent of all non-assigning Parties. (b) L3,Lndingf-1fect. 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. -4- (d) Day for Perl'orniance. 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 fbr performance shall be automatically extended to the next business day. (e) EconomicDeveippnient Assistance Certification. *rhe 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 tinder tl-tis Agreement pursuant Ohio Revised Code Section 9.66(C)(2) and ,,,hall be ineligible for any faturc- economic development assistance from the State, anv State agency or a political subdivision pursuant tea Ohio Revised Code Section 9.66(C)(1). The Company acknowledges that any person who provides a false staternent to secure economic development assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to Ohio Revised Code Section '.2 921.13(F) l , �.vhich is punishable by a fine of not more than $ 1,000 and/or a tern n of" imprisonment of not more than six months (1) Entire, Atyptlement. 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 an'iended, 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 tern-is or conditions, by any Party hereto, such defaulting Party shall., upon written notice f*roi-n 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)clay period', than in such event the defaulting Party shall upon. written notice 1iron any non-defaulting Party commence its actions to cure: or remedy said breach within said thirty ('10) 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 arty may institute such proceedings as may 9 - - 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) E�xecuted Couat e rts. This Agreement may be executed in several. counterparts, each of"which shall be deemed to constitute an original, but all of,\vhich 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. 0) 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 official executing this Agreement shall be liable personally under x -5- this Agreement or be subject to any personal liability or accountability by reason of the execution .W thereof or by reason of the covenants, obligations or agreements of the City and the Company contained in this Agreement. Governing I.a),y. 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 cif` competent.jurisdiction within Franklin County, Ohio. ( ' k) j",e, lql 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 Ijability. Notwithstanding any clause or provision ofthis Agreement to the contrar , 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, toil (including negligence and strict liability) or any other theory of law. 4 (m) Notices. Except asn. otherwise specifically set forth in this Agreement, all notices, demands,, requests, consents oi- 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: ail the City at: City of Dublin, Ohio 5800 Shier Rings Road Dublin, Ohio 43016-7295 Attention: Economic Development Director the Company at: Heritage Wealth Partners l...LC 5990 Venture Drive, Suite B Dublin, Ohio 43 ) 0 17 Attention: Matthew Keyes, President 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. - 6 - (n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is intended to be exclusive ofanv 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 oil' any of the provisions of this Agreement or to exercise any right or remedy as provided in this Agreement shall not in-1pair 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 1"rom time to time a. d as of as may be deemed expedient by the parties hereto, as the case may be. (o) Recitals. The Parties acknowledge and agree that the 1"acts 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 Linen Iorceability shall not affect any valid and enl'orceable application thercof.,�--Ind each such provision, covenant, of)ligation 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. ( ' f q) Survival o RepiLesentations and Warranties. All representations and warranties of the Parties in this Agreement shall survive the execution and delivery of this Agreement. (r) 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 greet rent. (REMAINDER OF PAGE INTENTIONIALLY Lff,i, BLANK -- SIGNATUIRE PAGE Fou,Ows) -7- IN WITNESS WHU"REOF, the City and the Compwiy have caused this Agreement to be executed in their respective names by their duly authorized representatives., all as of the date 11irst 1written above. Approved as to Form: on Printed:_­­_ Stephen J. Smith Title: Director of L,aw CY1'V OF DUIBlAN, 01110 0 Printed: Dana I_.. McDaniel 'Fitle:_ City Mana2er HERITAGF, WEALI'll PAWYNERS 1,LC 0 Printed:--_—_ Matthew R..Kgyqls Title: FISCAL OFFICER"S CEWf IFI(II"ATE 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 I W during 1"iscal Year 2015 have been appropriated lawt'Lilly for that purpose, and are in theTreasury of the City or in the process of collection to the credit of an appropriate tend, free ftom any previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio Revised Code. Dated: .2015 -9- Angel L Mumma Director OfFinance City of Dub in, Ohio RECORD OF ORDINANCES Dayton Legal Blank, Inc. Ordinance No. 96 -15 Passed Form No. 30043 20 AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES TO HERITAGE WEALTH PARTNERS LLC TO INDUCE IT TO RETAIN AND EXPAND AN 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 "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, Heritage Wealth Partners LLC (the "Company) recently performed a comprehensive examination of its workforce needs, and based on the results of this examination, and induced by and in reliance on the economic development incentives provided in the proposed Economic Development Agreement (as described below), the Company is desirous of constructing a new office building within the City to provide for the retention and expansion of an office and associated operations and workforce 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 construct a new office building to provide for the retention and expansion of an office and associated operations and workforce, all within the City, which will result in the retention and creation of new jobs and employment opportunities, thereby improving the economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, of the elected members concurring, that: Section 1. The Economic Development Agreement by and between the City and the Company, in the form presently on file with the Clerk of Council, providing for, among other things, the provision of certain economic development incentives in consideration for the Company's agreement to construct a new office building within the City to provide for the retention and expansion of an office and associated operations and workforce within the City, which will result in the retention and creation of new jobs and employment opportunities, is hereby approved and authorized with changes therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by the City Manager. The City Manager, for and in the name of this City, is hereby authorized to execute that Economic Development Agreement, provided further that the approval of changes thereto by that official, and their character as not being substantially adverse to the City, shall be evidenced conclusively by the execution thereof. This Council further authorizes the City Manager, for and in the name of the City, to execute any amendments to the Economic Development Agreement, which amendments are not inconsistent with this Ordinance and not substantially adverse to this City. Section 2. This Council further hereby authorizes and directs the City Manager, the Director of Law, the Director of Finance, the Clerk of Council, or other appropriate officers of the City to prepare and sign all agreements and instruments and to take any other actions as may be appropriate to implement this Ordinance. Dayton Legal Blank, Inc. Ordinance No. 96 -15 RECORD OF ORDINANCES Form No. 30043 Passed Page 2 of 2 -?o Section 3. This Council finds and determines that all formal actions of this Council and any of its committees concerning and relating to the passage of this Ordinance were taken in open meetings of this Council or committees, and that all deliberations of this Council and any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law including Section 121.22 of the Revised Code. Section 4. This Ordinance shall be in full force and effect on the earliest date permitted by law. Signed: Mayor - Presiding Officer Attest: Clerk of Council Passed: , 2015 Effective: , 2015