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HomeMy WebLinkAboutResolution 074-20RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Resolution No. 74-20 __ Passed A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH REV1 VENTURES WHEREAS, the City's dynamic economy is the result of an entrepreneurial spirit; and WHEREAS, the City recognizes that in addition to its efforts to retain, expand and attract business, the City must set the conditions for new business and job creation; and - WHEREAS, Revl Ventures is a catalyst for high-growth companies, accelerating business growth, job creation and prosperity for the Central Ohio region with a focus on providing strategic services and funding to grow technology start-up companies that will provide the jobs of the future; and WHEREAS, the City and Revl Ventures must facilitate entrepreneurship in order to increase the level of entrepreneurial activity and improve the chances of establishing successful technology enterprises by honing their skills and providing access to necessary tools, technical and financial resources, and by working proactively to enhance the local entrepreneurial environment; and WHEREAS, it is the goal of both the City and Revl Ventures to accelerate the successful development of start-up and fledgling companies by providing entrepreneurs with an array of targeted resources and services in order to produce successful companies that will be financially viable, freestanding and create duality jobs for the region; and WHEREAS, Revl Ventures is designated as the lead agency in the Central Ohio region responsible for the administration of the Entrepreneurial Signature Program (ESP) grant funding consisting of funds from the Ohio 3rd Frontier and local matching funds; and WHEREAS, the City intends to continue its support of the regional effort to create and grow new companies, technologies and jobs by providing $200,,000 in 2021; and WHEREAS, the City has previously supported the Entrepreneurial Signature Grant Program, and the Regional Capitalization Program since 2007 in partnership with Revl Ventures providing a 34:1 investment capital leverage into Dublin -based companies (through Sept. 2020); and WHEREAS, the City and Revl Ventures desire to enter into an Agreement memorializing the responsibilities and commitments of each party to efficiently and effectively support tech -enabled entrepreneurs as well as the ESP program. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, r7 of the elected members concurring: Section 1. That City Council hereby authorizes the City Manager to execute the Agreement with Revl Ventures, in the same or substantially the same form as attached hereto. Section 2. That the City commits to a total of $200,000 to be paid to Revl Ventures in Fiscal Year 2021 as its local match towards grant programming and in Form 6301 RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Resolution No. 74-20 Passed exchange for the services outlined in the Agreement to be executed by the City Manager. Section 3. That this Resolution shall take effect and be in force on the earliest date permitted by law. Passed this day of 12020. Mayor- Presiding Officer ATTEST: Clerk of Council Form 6301 7City of Dublin Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017 Phone: 614.410.4400 To: Members of Dublin City Council From: Dana L. McDaniel, City Manager Date: November 24, 2020 Initiated By: Colleen Gilger, CEcD, Director of Economic Development Re: Resolution 74-20, Revl Ventures Services Agreement for 2021 Background Memo Resolution No. 74-20 authorizes the City Manager to enter into an Agreement with Revl Ventures. This Agreement represents a continuation of services provided by Revl focused on new company, technology and job creation in exchange for the City providing matching funds for the Third Frontier grant -funding program. The State of Ohio's Third Frontier grant program is the primary funding mechanism to support this effort. Revl is designated as the lead agency in the Central Ohio Region responsible for the administration of the grant program. This program is funded by a combination of the State of Ohio and local (private and public) matching funds. City Council has budgeted $200,000 in the City's 2021 Operating Budget as its local match. Business creation is one of several key economic development strategies employed by the City of Dublin. A significant partner in this effort is Revl Ventures, our region incubator and investor helping local start-ups scale and corporations innovate. As mentioned in the 2019 Economic Development Strategic Plan, fostering partnerships (Strategy 1), working with the start-up ecosystem to access scaling firms (Action 9), and nurturing the growth of targeted industry clusters (Strategy 4) all come into play with our annual Revl contract for service. A key initiative supported by this partnership is the Dublin Entrepreneurial Center (DEC), its programs, associated activities and tenant companies. Businesses do not have to be located in the DEC to receive assistance or access to Revl mentoring, coaching and programming. In fact, most Dublin companies receiving funds and Revl support have not been located in the DEC. However, those located in and participating in programs at the DEC receive on-site advising services provided by Revl. The proposed agreement is consistent with previous Agreements approved by Dublin City Council and provides for the continuation of services to include the following: • Facilitate and promote networks among Dublin entrepreneurial/technology start-ups. • Assess the potential and legitimacy of start-up companies/ideas. • Market and communicate to promote services and funding. • Provide assistance to compete for funding/capital. • Identify high potential entrepreneur candidates within the community. • Provide access to entrepreneurial training and mentoring. • Provide and support training programs at the DEC and in Dublin. • Generate deal flow and provide tenant referrals to the DEC. Memo re. Revl PSA 2021 November 24, 2020 Page 2 of 2 Since 2013, Dublin has invested $2.75 Million while $92.8 Million has been invested back into Dublin -based start-ups. The revenue generated by these Dublin start-ups is $119 Million, creating 346 jobs. The City's total investment capital leverage is 34:1. (Data source: Revl 31 Quarter Report 2020). Recommendation Staff recommends passage of Resolution No. 74-20 as a continuation of the economic development strategy to support innovation and entrepreneurship. Please address any questions to Colleen Gilger. City of Dublin OHIO, USA PROFESSIONAL SERVICES AGREEMENT Catalyzing High -Growth Potential Startups: Rev1 Ventures Support This Services Agreement ("Agreement") is made and entered into and effective on this first day of January, 2021 ("Effective Date") by and between the City of Dublin, Ohio ("Dublin"), and Revl Ventures ("Service Provider"), with an office and principal place of business located at 1275 Kinnear Road, Columbus Ohio 43212 an Ohio Municipal Corporation, with offices located at 5555 Perimeter Drive, Dublin, Ohio 43017 Recitals WHEREAS, Dublin desires to engage Service Provider to perform the services as more fully described in the attached Exhibit A (the "Services"); and WHEREAS, Service Provider desires to perform the Services and desires to be so engaged. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements herein contained, the parties, intending to be legally bound, agree as follows: Provisions I. Performance of the Services. Service Provider shall: A. Perform the Services as set forth in Exhibit A. B. Complete, sign and return the Ohio Public Employees Retirement System ("OPERS') Independent Contractor Acknowledgement form. C. Give prompt notice to Dublin should the Service Provider observe or otherwise become aware of any fault or deficit in the project or any nonconformance with the Agreement. D. Remit to Dublin after the termination of this Agreement, all files and documents pertaining to the project that have been obtained or produced including, but not limited to, permits, licenses, applications, codes, drawings, site plans, photographs and similar materials. Service Provider shall be entitled to retain copies for the Service Provider's files. ECONOMIC DEVELOPMENT 5200 Emerald Parkway Dublin, Ohio 43017 phone 614.410.4618 dublinohiousa.gov II. Obligations of Dublin. Dublin shall: A. Assist the Service Provider by placing at its disposal all available information pertinent to the Services for the project. B. Use its best efforts to secure release of other data applicable to the project held by others. C. Make all necessary provisions to enter upon public and private property as required to perform the Services. D. Give prompt notice to the Service Provider should Dublin observe or otherwise become aware of any fault or deficit in the project or any nonconformance with the Agreement. III. Term and Termination. The Agreement shall commence on the 1st of January 2021 and shall terminate on the 31st day of December, 2021. IV. Payment. A. Service Provider shall be compensated in an amount not to exceed Two Hundred Thousand Dollars and No Cents ($200,000.00), paid in quarterly amounts not to exceed Fifty Thousand Dollars and No Cents ($50,000.00) each. B. The Service Provider shall invoice Dublin quarterly and Dublin agrees to pay within thirty (30) days of receipt of a valid invoice. All invoices must include the contract number and the purchase order number of this contract which is located in the upper right-hand corner of the first page of this document. V. Relationship of the Parties. The parties acknowledge and agree that Service Provider is an independent contractor and is not an agent or employee of Dublin. Nothing in this Agreement shall be construed to create a relationship between Service Provider and Dublin of a partnership, association, or joint venture. Further, the parties acknowledge that Service Provider is paid a fee, retainer or other payment as per Section IV of this Agreement; is not eligible for workers' compensation or unemployment compensation; is not eligible for employee fringe benefits such as vacation or sick leave; does not appear on Dublin's payroll; is required to provide his or her own supplies and equipment; and is not controlled or supervised by Dublin personnel as to the manner of work. 0127206.0607934 4849-7758-4192v1 2 VI. Indemnification. A. Professional Liability. Relative to any and all claims, losses, damages, liability and cost, the Service Provider agrees to indemnify and save Dublin, its officers, officials, and employees harmless from and against any and all suits, actions or claims for property losses, damages or personal injury arising from the negligent acts, errors or omissions by the Service Provider or its employees. B. Non -Professional Liability (General Liability). To the fullest extent permitted by law, the Service Provider shall indemnify, defend and hold harmless Dublin, its officers, officials, employees or any combination thereof, from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of the acts or omissions of the Service Provider, provided that such claim, damage, loss or expenses is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of property (other than the work itself) including loss of use resulting therefrom, but only to the extent caused by the negligent acts or omissions of the Service Provider, any subconsultant(s) of the Service Provider, its agents, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this paragraph. VII. Insurance. A. The Service Provider shall secure and maintain, at his/her/its own expense, errors and omissions insurance in an amount not less than One Million Dollars ($1,000,000.00) per claim/annual aggregate to protect himself from any claim arising out of the performance of professional services and caused by negligent acts, omissions or negligent acts for which the Service Provider may be legally negligent. The Service Provider shall maintain said coverage for the entire contract period and for a minimum of one year after completion of the work under the contract. B. In addition to errors and omissions insurance, the Service Provider shall also secure and maintain, at his/her own expense, insurance for protection from claims under Worker's Compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use 0127206.0607934 4849-7758-4192v1 3 resulting therefrom, and any other insurance prescribed by laws, rules, regulations, ordinances, codes or orders. C. The Service Provider shall secure and maintain, at his/her own expense, General Liability insurance in an amount not less than One Million Dollars ($1,000,000.00) per occurrence. D. The Service Provider shall secure and maintain, at his/her/its own expense, Property insurance for protection from claims or damages because of damage to or destruction of property including loss of use resulting therefrom in an amount not less than Five Hundred Thousand Dollars ($500,000.00). E. Dublin shall be held harmless for any damage to the Service Provider's property and/or equipment during the course of performance under the Contract. F. The above referenced insurance shall be maintained in full force and effect during the life of this Contract and for one year beyond, where specified. Certificates showing that the Service Provider is carrying the above referenced insurance in at least the above specified minimum amounts shall be furnished to, and approved by, Dublin prior to the start of work on the project and before Dublin is obligated to make any payments to the Service Provider for the work performed under the provision of this contract. All such Certificates, with the exception of those for Worker's Compensation and Errors & Omissions coverage, shall clearly reflect that the City of Dublin is an "Additional Insured". VIII. Employee Documentation A. Service Provider guarantees that the individuals employed by the Service working on this project are authorized to work in the United States. The Service Provider will upon demand provide Dublin with appropriate documentation (Form I-9) for any Service Provider employee performing services for Dublin. B. The Service Provider agrees to indemnify Dublin in accordance with Section VI of the Agreement for any issue arising out of the Service Provider's hiring or retention of any individual who is not authorized to work in the United States. 0127206.0607934 4849-7758-4192v1 4 IX. Taxes. A. Service Provider has the following identification number for income tax purposes: 31-1658220. B. Service Provider is subject to and responsible for all applicable federal, state, and local taxes. C. Dublin represents that it is a tax-exempt entity and evidence of this tax-exempt status shall be provided to Service Provider upon written request. Service Provider hereby further agrees to withhold all municipal income taxes due or payable under the provisions of Chapter 35 of the Codified Ordinances of Dublin, Ohio, for wages, salaries and commissions paid to its employees and further agrees that any of its subcontractors shall be required to agree to withhold any such municipal income taxes due under such chapter for Services performed under this Agreement. D. The Service Provider shall receive Internal Revenue Service form 1099 from Dublin for income tax reporting purposes. X. Assignment. Neither party may assign this Agreement without obtaining express, written consent from the other party prior to assignment. XI. Entire Agreement / Amendment. This Agreement constitutes the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, discussions, undertakings and agreements between the parties. This Agreement may be amended or modified only by a writing executed by the duly authorized officers of the parties hereto. It is understood and agreed that this Agreement may not be changed, modified, or altered except by an instrument, in writing, signed by both parties in accordance with the laws of the State of Ohio. XII. Discrimination. A. No discrimination for reason of race, color, national origin, religion, sex, genetic information, pregnancy, age, ancestry, military status, sexual orientation, gender identity, marital status, veteran's status, or disability shall be permitted or authorized by Dublin and/or Service Provider in connection with the Services. B. Nothing in this Agreement shall require the commission of any act contrary to any law or any rules or regulations of any union, guild, or similar body having jurisdiction over the Services of Service Provider. 0127206.0607934 4849-7758-4192v1 5 XIII. Governing Law/Venue. Any controversy or claim, whether based upon contract, statute, tort, fraud, misrepresentation or other legal theory, related directly or indirectly to this Agreement, whether between the parties, or of any of the parties' employees, agents or affiliated businesses, will be resolved under the laws of the State of Ohio, in any court of competent jurisdiction in Franklin County, Ohio. XIV. Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be deemed deleted from this Agreement and shall be replaced by a valid, mutually agreeable and enforceable provision which so far as possible achieves the same objectives as the severed provision was intended to achieve, and the remaining provisions of this Agreement shall continue in full force and effect. XV. Paragraph Headings. Paragraph headings are inserted in this Agreement for convenience only and are not to be used in interpreting this Agreement. [signatures appear on following page] 0127206.0607934 4849-7758-4192v1 6 BY SIGNING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE BEEN INFORMED THAT THE CITY OF DUBLIN, OHIO HAS CLASSIFIED YOU AS AN INDEPENDENT CONTRACTOR AND THAT YOU HAVE BEEN ADVISED THAT CONTRIBUTIONS TO OPERS WILL NOT BE MADE ON YOUR BEHALF FOR THESE SERVICES. FURTHER, BY SIGNING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT THE CITY OF DUBLIN, OHIO HAS IN NO WAY LIMITED OR RESTRICTED YOUR RIGHT TO PROVIDE THE AGREED -TO SERVICES TO THE GENERAL PUBLIC AND THAT YOU REGULARLY PROVIDE SUCH SERVICES TO THE GENERAL PUBLIC. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of 2021. CITY OF DUBLIN, OHIO BY: Date Colleen Gilger Director of Economic Development BY: Date Homer Rogers Assistant City Manager BY: Date Dana McDaniel, City Manager REV1 VENTURES BY: Date Tom Walker, President & CEO Approved as to Form: Jennifer D. Readler, Law Director 0127206.0607934 4849-7758-4192v1 7 CERTIFICATION OF FUNDS I hereby certify that the funds required to meet the City's obligation, payment, or expenditure under this Agreement have been lawfully appropriated or authorized for such purpose and are free from any obligation now outstanding Matthew L. StifFler, Director of Finance 0127206.0607934 4849-7758-4192v1 Date EXHIBIT A SCOPE OF SERVICES Between City of Dublin, Ohio and Revl Ventures I. The primary purpose of the program is to provide consistent, coordinated, effective and accessible assistance to technology entrepreneurs to catalyze the launch of new technology based businesses with an ultimate goal of creating high quality jobs in Central Ohio. The program will provide services to identify and mentor early stage organizations to create a sustainable technology based business cluster and a culture that provides future opportunities to thrive. Periodic program reviews will determine the amount and type of resources needed to achieve the agreed-upon goals. Revl Ventures is required to remain flexible in the deployment of the resources across the region to insure that successful programs are funded based on the achievement of the desired metrics. Revl Ventures will be required to report metrics to the State to justify future investments. H. Revl Ventures, as a catalyst for high-growth companies and the manager of the Central Ohio Third Frontier Network program will, in a partnership with the City, provide the following services: a. Dedicated Lead. Revl Ventures will provide a designated lead contact from the Revl Ventures team who is responsible for coordinating Revl Ventures services and team members in support of entrepreneurs within the Dublin community. Revl Ventures will be responsible for the cost of its expenses related to traveling to and from Dublin and the Dublin Entrepreneur Center (DEC). b. Designated Lead's responsibilities. The designated lead will have responsibility for the following: . Provide entrepreneurial development and outreach in Dublin and the counties of Delaware, Morrow, Marion, Logan and Union and serve as Revl Ventures' "gateway" to the Northern and Western Central Ohio region. 0127206.0607934 4849-7758-4192v1 9 . Coordinate support and guidance for the City's efforts to develop and build innovation strategies, aligned with the City's recent strategic plan. . Identify prospective entrepreneurial start-up companies best suited for Revl's program and capital assistance, with support from the broader Revl Ventures team. . Coordinate and communicate with both City Economic Development staff and its associated consulting team regarding Dublin -focused support and programming. . Attend, at a minimum, a monthly staff and consultant meeting, unless otherwise determined by the parties. . Provide input to, and when possible and appropriate, provide resources in support of regional Entrepreneurial Educational programming, as determined by Revl Ventures. . Provide the City a Quarterly Activity Report summarizing the type and amount of activity in Dublin. The format and specifics of the content to be included in the report will be mutually agreed upon between the City and Revl Ventures. c. Deal flow. Revl Ventures and City will coordinate marketing, outreach and programming activities to stimulate deal flow. Revl Ventures agrees to provide and/or support, as mutually agreed upon, entrepreneurial training (i.e. workshops, guest speakers and/or seminars by Revl Ventures), leveraging existing events/organizations when possible, to ensure program awareness and engage/entice potential entrepreneurs. Revl Ventures agrees to invite to City and the City agrees to participate in the quarterly review of relevant deal flow and partner programming. d. Advising and Mentorina. Revl Ventures will provide promising entrepreneurs and high- growth companies access to its experienced and successful team of in-house advisors including: a team of venture professionals, CFO in residence, CMO in residence, Customer Acquisition expert, technology commercialization experts and startup coaches in order to create high -return commercialization ventures and take promising ideas to market. 0127206.0607934 4849-7758-4192v1 10 e. Revl Partner Network. Revl will provide access to its industry-leading network of vetted partners to support our regions' high-growth startups in building capacity in these critical areas: . Service Partners: Handpicked industry experts in legal, accounting, HR, marketing, product development and more will provide pro-bono or reduced cost services to startups. . Mentors: More than 100 of the most experienced advisors/mentors who have been there and done that: founding and growing successful companies. . Corporate Customers: More than 50 companies in our region have agreed to provide startups access to C -level executives to pitch their companies, seek input on products, and access members' connections. . Talent: Revl offers strategic talent and hiring services, as well as access to our jobs board to promote openings across high-growth companies. . In addition, Revl Ventures will also work to recruit Dublin companies and individuals to provide services as part of the First Connect Network. f. Educational Support. Revl may, as deemed mutually beneficial by Revl the City of Dublin, support and coordinate up to 6 educational events in the City of Dublin — three to be held at the Dublin Entrepreneurial Center — to engage the entrepreneurial, investor, or corporate community for the purposes of advancing the City of Dublin and Revl's mission in the community. g. Marketing & Promotion. Revl will leverage its marketing resources and audience to promote Dublin's entrepreneur -focused events as well as profile qualified City of Dublin entrepreneurs and startups. h. Access to Capital. Through its coaching and mentoring services, which are the entry point to all Revl Ventures funding sources, the City and regional companies will have local access to: 0127206.0607934 4849-7758-4192v1 11 . Catalyst Fund II: Seed stage convertible debt funding for the most promising opportunities. With each investment, Revl Ventures will assist the company to reach the goals of growth and follow-on, institutional or angel funding. . Revl Fund I: Seed and Seed Plus stage capital for promising high- growth potential companies in Central Ohio via a c orporate-backed fund supported by top Columbus corporations, The Ohio Third Frontier, and Revl Ventures. . Local angel funds managed by Revl Ventures, which make equity investments in Ohio tech startups. . Revl Ventures and SBDC expertise and access to SBA loan opportunities for small businesses. i. Acknowledgement. Revl Ventures agrees to acknowledge the City in its sponsorship opportunities, website and other opportunities. 0127206.0607934 4849-7758-4192v1 12