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HomeMy WebLinkAbout130-03 Ordinance RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Ordinance No. 13~-~3 Passed . 24 AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF AN ECONOMIC DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND COMPENSATION CONSULTANTS, INC. TO INDUCE A RELOCATION OF ITS OPERATIONS TO THE CITY IN ORDER TO INCREASE EMPLOYMENT WITHIN THE CITY. WHEREAS, contingent on the passage of this Ordinance and the execution of the Economic Development Agreement as an inducement therefor, Compensation Consultants, Inc. ("CCI") desires to relocate 140 jobs to the City of Dublin, Ohio (the "City"); and WHEREAS, the City, consistent with it's Economic Development Strategy, desires and intends to induce CCI to consolidate its operations to the City for the purpose of creating jobs and employment opportunities and to improve the economic welfare of the people of the State of Ohio and the City as authorized in Article VIII, Section 13 of the Ohio Constitution; NOW, THEREFORE, BE IT ORDAINED by the City of Dublin, Franklin, Union and Delaware Counties, Ohio, that: Section 1. The City hereby finds and determines that it is necessary and appropriate and in the best interests of the City to provide certain assistance to CCI for the purpose of creating jobs and employment opportunities and to improve the economic welfare of the people, of the State of Ohio and the City as authorized in Article VIII, Section 13 of the' Ohio Constitution. Section 2. The Economic Development Agreement by and between the City and CCI, in the form presently on file with the Clerk of Council, providing for, among other things, the provision of incentives to CCI in consideration for CCI's agreement to relocate its operations and workforce to 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 3. 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, may be appropriate to implement this Ordinance. Section 4. This Council finds and determines that all formal actions of this Council concerning or relating to the passage of this Ordinance were taken in an open meeting of this Council and that all deliberations of this Council that resulted RECORD OF ORDINANCES Dayton Legal Blank, [nc. Form No. 30043 Ordinance No. 130-03 Passed Pam 2 in those formal actions were in meetings open to the public in compliance with the law. Section 5. This Ordinance shall take effect and be in force in accordance with Section 4.04 of the Dublin City Charter. Signed: Presiding Officer Attest: Clerk of Council Passed: ~ C.' ~ i` ~ ~ , 2003 Effective: ' ~-L~ . j , 2004 I hereby certify that copies of this Ordinance/Resolution were posted in the City of Dublin in accordance with Section 731.25 of the Ohio Revised Code. • ~ D ty Clerk of Council, Dublin, Ohio ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this ~~~'day of ~ , 2004, 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 COMPENSATION CONSULTANTS, INC., an Ohio corporation with its executive offices located in Columbus, Ohio ("CCT'), 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, the City desires to encourage commercial office development and provide for the creation of employment opportunities within the City; and WHEREAS, based on the results of CCI's recent comprehensive examination of workforce needs, and induced by and in reliance on the economic development incentives provided in this Agreement, CCI is desirous of relocating its workforce to the City; and WHEREAS, pursuant to Ordinance No. /gyp passed December 15, 2003 (the "Ordinance"), the City has determined to offer economic development incentives described herein to induce CCI to relocate and expand its 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, the City and CCI have determined to enter into this Agreement to provide these incentives to induce that relocation and expansion by CCI of its operations within the City; Now THEREFORE, the City and CCI covenant agree and obligate themselves as follows: Section 1. CCI Agreement to Relocate Jobs. In consideration of the economic development incentives to be provided by the City herein, CCI agrees that it will relocate its present workforce of approximately 140 after March 30, 2004 with an annual payroll of approximately $6 million from 2751 Tuller Parkway, Columbus, Ohio to 5500 Glendon Court, Dublin, Ohio. Section 2. Cit~A~reement to Provide Incentives. (a) General. In consideration for CCI's agreement to relocate its workforce and associated payroll within the City, the City agrees to provide economic development incentives to CCI in accordance with this Section. (b) Calculation of Actual Withholdings. On or before March 15 of each of the years 2005 through and including 2009, the City shall determine whether the payroll withholding taxes collected during the preceding calendar year by the City from all -1- Employees (the "Actual Withholdings") exceed the Target Withholdings for that preceding calendar year, all in accordance with the schedule set forth below. For purposes of this Section 2, "Employees" shall include all individuals employed by CCI and working at a location within the City. CCI agrees that, in accordance with the Dublin City Code, the annual payroll reconciliation relating to CCI Employees will be provided to the City prior to February 28 of each calendar year. (c) Payments to CCI. If the Actual Withholdings exceed the Target Withholdings for the preceding calendar year, the City shall, on or before April 15 of the current calendar year, pay to CCI, solely from nontax revenues, an amount equal to the product of (i) an amount equal to the Actual Withholdings (net of refunds), multiplied by (ii) the Incentive Factor (as defined below). The payments provided for in this Section 2 shall be made by the City to CCI by electronic funds transfer or by such other manner as is mutually agreed to by the City and CCI. (i) Years 2004 through 2008. Witll respect to the Actual Withholdings collected during each of the calendar years 2004 through 2008, the Incentive Factor shall be twenty-five percent (25 The Target Withholdings for each of those calendar years shall be calculated as follows: Calendar Year Target Withholdings 2004 $75,000 2005 $102,000 2006 Calendar Year 2005 Target Withholdings multiplied by 1.02 2007 Calendar Year 2006 Target Withholdings multiplied by 1.02 2008 Calendar Year 2007 Target Withholdings multiplied by 1.02 (d) City's Obligation to Make Payments Not Debt• Payments Limited to Nontax Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the general credit or taxes levied by the City, and CCI 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 `JIII, 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 nontax revenues. Further, since Ohio law limits the City to appropriating monies for such expenditures only on an annual basis, the obligation of the City to make payments pursuant to this Section 2 shall be subject to annual appropriations by the City Council and certification by the Director of Finance of the City as to the availability of such nontax revenues. (e) Deficiency Carry forward Amounts. If and to the extent the amount of nontax revenues are insufficient in a particular calendar year for appropriation and payment to CCI, the City will make payment to CCI in the amount of nontax revenues available -2- for appropriation and payment to CCI. The dii:ference between the amount required to be paid by the City to CCI pursuant to this Section 2 and the amount actually paid (referred to herein as a "Deficiency Carryforward Amount") shall be carried forward to the next succeeding calendar year and paid to CCI in addition to any other payment for that succeeding year required by this Section 2. This Agreement shall not terminate until the City has paid to CCI all Deficiency Carryforward Amounts required to be paid to CCI in accordance with this Section 2; provided, however, the aggregate of all payments to CCI pursuant to this Agreement shall not exceed the Maximum Payment Amount. (f) Maximum Economic Development Incentive Payments. In no event shall the aggregate amount of payments made by the City to CCI pursuant to this Section 2 during the term of this Agreement exceed One Hundred Eighty Thousand Dollars ($180,000) (the "Maximum Payment Amount (g) Applicable City Payroll Tax Rate. For purposes of calculating the Actual Withholdings 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) 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 R'.oad Dublin, Ohio 43016-7295 Attention: Economic Development Director (ii) CCI at: Compensation Consultants, Inc. 5500 Glendon Court Dublin, Ohio 43017 Attention: Chief Financial Officer 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. -3- (b) Extent of Provisions; No Personal Liability. All rights, remedies, representations, warranties, covenants, agreements acid obligations of the City under this Agreement shall be effective to the extent authorized and permitted by applicable law. No representation, warranty, covenant, agreement, obligation or stipulation contained in this Agreement shall be deemed to constitute a representation, warranty, covenant, agreement, obligation or stipulation of any present or future trustee, member, officer, agent or employee of the City or CCI in other than his or her official capacity. No official executing or approving the City's or CCI's participation in this Agreement shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of the issuance thereof. (c) Successors. This Agreement shall be binding upon and inure to the benefit of CCI and its successors and assigns. (d) Recitals. The City and CCI 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. (e) Amendments. This Agreement may only be amended by written instrument executed by the City and CCI. (f) Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same agreement. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. (g) Severability. In case any section or provision of this Agreement, or any covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any application thereof, is held to be illegal or invalid for any reason, (i) that illegality or invalidity shall not affect the remainder hereof or thereof, any other section or provision hereof, or any other covenant, agreement, obligation or action, or part thereof, made, assumed, enterE;d into or taken, all of which shall be construed and enforced as if the illegal or invalid portion were not contained herein or therein, (ii) the illegality or invalidity of any application hereof or thereof shall not affect any legal and valid application hereof or thereof, and (iii) each section, provision, covenant, agreement, obligation or action, or part thereof, shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted bylaw. (h) 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- (i) Governing Law and Choice of Forum. 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 CCI, 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. (j) Survival of ReRresentations and Warranties. All representations and warranties of CCI and the City in this Agreement shall survive the execution and delivery of this Agreement. (Signature Pages to Follow) -5- by WITNESS WHEREOF, the City and CCI have caused this Agreement to be executed in their respective names by their duly authorized representatives, all as of the date first written above. CITY OF DUBLIN, OHIO By: s. d _ Printed: Jane Brautigam Title: City Manager By. . Printed: _ Marsha I. Grigsby Title: Director of Finance Approved as to Fo . By:' / Printed: Stephen J. Smith Title: Director of Law COMPENSATION CONSULTANTS, INC. B ~ ~%C y' ---mot ~ G L, Printed: Gr Title: -6- 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 during the year 2004 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: J o.~. • ~ , 2004 \ ` . Director of Finance City of Dublin, Ohio -7- Office of the City Mana er 5200 Emerald Parkway • Dubin, OH 43017 Phone: 614-410-4400 • Fax: 614-410-4490 C[TY OF DLBLIN Memo To: Members of the Dublin City Council From: Jane S. Brautigam, City Manage~c~.,,,.,~ ~ ~ ~i~~-~~'~~-~-~~ Date: November 12, 2003 Initiated By: Michael Stevens, Director of Economic Development Re: Ordinance No. 130-03, Compensation Consultants, Inc. Summary: Ordinance No. 130-03 authorizes the execution of an Economic Development Agreement with Compensation Consultants, Inc. (CCI) for the purpose of encouraging the relocation and expansion of their operations to the City of Dublin. CCI is a third party administrator that manages worker's compensation claims for employers. The company has been in business since the 1950's and has been located at 2751 Tuller Parkway (within Columbus City limits) for the past 18 years. CCI provides service to 10,000 companies in Ohio and does business in West Virginia, Indiana, and Kentucky. CCI will relocate to the 5500 Glendon Court building, which is currently vacant. The attached Economic Development Agreement (the Agreement) provides for annual incentive payments for a period of five years. The Agreement will provide CCI with a financial incentive to relocate 140 jobs to Dublin. The average wage for employees is approximately $42,850. The annual incentive payments will be based upon a percentage (the incentive factor) of actual payroll withholdings. The incentive factor is 25% for the term of the agreement. The target payroll withholding for 2004 will be $100,000 prorated at 75% due to the fact CCI will not relocate until the beginning of the second quarter in 2004. The target payroll withholdings will increase annually by 2%. The aggregate amount of payments made by the City to CCI will not exceed $180,000. The Agreement does not contain any non-financial incentives. Recommendation: Staff continues to pursue job growth within the community. Using incentives to attract companies like CCI will result in additional income tax revenue. Assuming CCI achieves the maximum incentive of $180,000 the City would net at least $315,000 over 5 years from this agreement. Staff recommends that City Council approve Ordinance No. 130-03 at its December 15, 2003 Meeting. Office of the City Mana er 5200 Emerald Parkway • Dubin, OH 43017 Phone: 614-410-4400 • Fax: 614-410-4490 CITY OF DUBLIN Memo To: Members of the Dublin City Council From: Jane S. Brautigam, City Manager Date: November 5, 2003 Initiated By: Michael H. Stevens, Director of Economic Development Re: Economic Development Update Summary: The Division of Economic Development continues to work with local companies to encourage job retention and growth. In addition, staff is working with business prospects that are considering the relocation of operations to Dublin. In our ongoing efforts to communicate economic development activities to City Council, I wanted to provide an update on the following companies that will have economic development agreements before City Council in the immediate future. Wendy's International, Inc. As City Council may recall from previous correspondence (see attached October 8, 2003 Wendy's International Memo) staff has been discussing an economic development incentive with Wendy's International to encourage the expansion of its existing headquarters by 16,000 square feet. The expansion would result in the creation of 50 new full-time jobs in Dublin at an average wage of $75,000. Staff has placed on the November 17, 2003 City Council agenda an ordinance that would approve the Economic Development/Tax Increment Finance Agreement with Wendy';> International. The ordinance will be held over for a second reading on December 15, 2003. The November 17, 2003 City Council agenda also includes a resolution to accept a Roadwork Development (629;? Account Grant from the State of Ohio for $500,000. The 629 funding would go towards the extension of Shamrock Boulevard. Compensation Consultants, Inc. Compensation Consultant's Inc. (CCI) is considering the relocation of its headquarters from Columbus to Dublin. CCI is a third party administrator that manages worker's compensation claims for employers. CCI provides service to 10,000 companies in Ohio and does business in West Virginia, Kentucky and Indiana. CCI would relocate 140 jobs, with an annual payroll of $6 million, and lease approximately 25,000 square feet in the 5500 Glendon Court building, which has been vacant for the past year. CCI is one of the companies in the Prospect Portfolio that has been included in the past two monthly Economic Development Updates. Staff is finalizing negotiations with CCI regarding afive-year, $180,000 maximum economic development incentive that would be based upon a percentage of actual income tax withholdings revenue. The Economic Development Agreement will be on the November 17, 2003 City Council Agenda for a first reading. Core Source Staff has met with a representative of Core Source to discuss the company's possible relocation from Westerville. Core Source is a leading provider of full service; national health benefits programs and is a subsidiary of Trustmark Insurance Company. Core Sourcf; is considering the relocation of 145 full time equivalent employees to Dublin with an average annual income of $33,800. The company is looking to enter into aseven-year lease and would relocate in May of 2004. In order to encourage Core Source's relocation, staff has offered afive-year economic development incentive that would be based upon a percentage of actual income tax withholdings revenue. It is estimated that the incentive payments would be approximately $25,000 per year with a maximum payment of $200,000 over the five-year period. Staff will continue to keep City Council updated on our discussions with Core Source. It is anticipated that an Economic Development Agreement will be placed before City Council during the first quarter of 2004 if Core Source executives decide to relocate operations to Dublin. Conclusion: The Division of Economic Development will continue to pursue job growth, retention and expansion in order to help increase income tax revenues for the City. The City's innovative approach to crafting specific incentive packages to particular companies will continue to attract interest from companies considering relocating as well as encourage the expansion of existing businesses. 2 ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this day of , 2004, 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 COMPENSATION CONSULTANTS, INC., an Ohio corporation with its executive offices located in Columbus, Ohio ("CCI"), 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, the City desires to encourage commercial office development and provide for the creation of employment opportunities within the City; and WHEREAS, based on the results of CCI's recent comprehensive examination of workforce needs, and induced by and in reliance on the economic development incentives provided in this Agreement, CCI is desirous of relocating its workforce to t:he City; and WHEREAS, pursuant to Ordinance No. _ passed December 15, 2003 (the "Ordinance"), the City has determined to offer economic development incentives described herein to induce CCI to relocate and expand its 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, the City and CCI have determined to enter into this Agreement to provide these incentives to induce that relocation and expansion by CCI of its operations within the City; Now THEREFORE, the City and CCI covenant agree and obligate themselves as follows: Section 1. CCI Agreement to Relocate Jobs. In consideration of the economic development incentives to be provided by the City herein, CCI agrees that it will relocate its present workforce of approximately 140 after March 30, 2004 with an annual payroll of approximately $6 million from 2751 Tuller Parkway, Columbus, Ohio to SSC?0 Glendon Court, Dublin, Ohio. Section 2. Cit~greement to Provide Incentives. (a) General. In consideration for CCI's agreement to relocate its workforce and associated payroll within the City, the City agrees to provide economic development incentives to CCI in accordance with this Section. (b) Calculation of Actual Withholdin;;s. On or before March 15 of each of the years 2005 through and including 2009, the City shall determine whether the payroll withholding taxes collected during the preceding calendar year by the City from all Employees (the "Actual -1- Withholdings") exceed the Target Withholdings for that preceding calendar year, all in accordance with the schedule set forth below. For purposes of this Section 2, "Employees" shall include all individuals employed by CCI and working at a location within the City. CCI agrees that, in accordance with the Dublin City Code, the annual payroll reconciliation relating to CCI Employees will be provided to the City prior to February 28 of each calendar year. (c) Payments to CCI. If the Actual Withholdings exceed the Target Withholdings for the preceding calendar year, the City shall, on or before April 15 of the current calendar year, pay to CCI, solely from nontax revenues, an amount equal to the product of (i) an amount equal to the Actual Withholdings (net of refunds), multiplied by (ii) the Incentive Factor (as defined below). The payments provided for in this Section 2 shall be made by the City to CCI by electronic funds transfer or by such other manner as is mutually agreed to by the City and CCI. (i) Years 2004 throu hg 2008. With respect to the Actual Withholdings collected during each of the calendar years 2004 through 2008, the Incentive Factor shall be twenty-five percent (25%). The Target Withholdings far each of those calendar years shall be calculated as follows: Calendar Year Target Withholdings 2004 $75,000 2005 $102,000 2006 Calendar Year 2005 Target Withholdings multiplied by 1.02 2007 Calendar Year 2006 Target Withholdings multiplied by 1.02 2008 Calendar Year 2007 Target Withholdings multiplied by 1.02 (d) City's Obligation to Make Payments Not Debt; Payments Limited to Nontax Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the general credit or taxes levied 1•?y the City, and CCI shall have no right to have excises or taxes levied by the City, the S1:ate 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 nontax revenues. Further, since Ohio law limits the City to appropriating monies for such expenditures only on an annual basis, the obligation of the City to make payments pursuant to this Section 2 shall be subject to annual appropriations by the City Council and certification by the Director of Finance of the City as to the availability of such nontax revenues. (e) Deficienc~Carry forward Amounts. If and to the extent the amount of nontax revenues are insufficient in a particular calendar year for appropriation and payment to CCI, the City will make payment to CCI in the amount of nontax revenues available for appropriation and payment to CCI. The difference between the amount required to be paid -2- by the City to CCI pursuant to this Section 2 and the amount actually paid (referred to herein as a "Deficiency Carryforward Amount") shall be carried forward to the next succeeding calendar year and paid to CCI in addition to any other payment for that succeeding year required by this Section 2. This Agreement shall not terminate until the City has paid to CCI all Deficiency Carryforward Amounts required to be paid to CCI in accordance with this Section 2; provided, however, the aggregate of all payments to CCI pursuant to this Agreement shall not exceed the Maximum Payment Amount. (f) Maximum Economic Development Incentive Payments. In no event shall the aggregate amount of payments made by the City to CCI pursuant to this Section 2 during the term of this Agreement exceed One Hundred Eighty Thousand Dollars ($180,000) (the "Maximum Payment Amount (g) Applicable City Payroll Tax Rate. Far purposes of calculating the Actual Withholdings 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) 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 5800 Shier Rings Road Dublin, Ohio 43016-7295 Attention: Economic Development Director (ii) CCI at: Compensation Consultants, Inc. 5500 Glendon Court Dublin, Ohio 4301 i' Attention: Chief Financial Officer 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. (b) Extent of Provisions; No Personal Liability. All rights, remedies, representations, warranties, covenants, agreements and obligations of the City under this Agreement shall be -3- effective to the extent authorized and permitted by applicable law. No representation, warranty, covenant, agreement, obligation or stipulation contained in this Agreement shall be deemed to constitute a representation, warranty, covenant, agreement., obligation or stipulation of any present or future trustee, member, officer, agent or employee of t:he City or CCI in other than his or her official capacity. No official executing or approving the City's or CCI's participation in this Agreement shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of the issuance thereof. (c) Successors. This Agreement shall be binding upon and inure to the benefit of CCI and its successors and assigns. (d) Recitals. The City and CCI acknowledge and agree that the facts and circumstances as described in the Recitals hereto are an integral paa-t of this Agreement and as such are incorporated herein by reference. (e) Amendments. This Agreement may only be amended by written instrument executed by the City and CCI. (f) Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same agreement. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. (g) Severability. In case any section or provision of this Agreement, or any covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any application thereof, is held to be illegal or invalid for any reason, (i) that illegality or invalidity shall not affect the remainder hereof or thereof, any other section or provision hereof, or any other covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, all of which shall be construed and enforced as if the illegal or invalid portion were not contained herein or therein, (ii) the illegality or invalidity of any application hereof or thereof shall not affect any legal and valid application hereof or thereof, and (iii) each section, provision, covenant, agreement, obligation or action, or part thereof, shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted by law. (h) 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. (i) Governing Law and Choice of Forum. 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, -4- and CCI, 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. (j) Survival of Representations and Warranties. All representations and warranties of CCI and the City in this Agreement shall survive the execution and delivery of this Agreement. (Signature Pages to Follow) -5- Itv WITNESS WHEREOF, the City and CCI have caused this Agreement to be executed in their respective names by their duly authorized representatives, a.ll as of the date first written above. CITY OF I)UIBLIN, OHIO By: Printed: Jane Brautigam Title: City Manager By: Printed: Marsha I. Grigsby Title: Director of Finance Approved as to Form: By: Printed: St~hen J. Smith Title: Director of Law COMPENSATION CONSULTANTS, INC. By: Printed: Title: -6- 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 during the year 2004 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: , 2004 Director of Finance City of Dublin, Ohio -7-