HomeMy WebLinkAboutOrdinance 08-25RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
08-25 Ordinance No. Passed
AUTHORIZING THE PROVISION OF A _ CERTAIN
INCENTIVE TO WHALEN AND COMPANY, CPAS, INC. TO
INDUCE IT TO LEASE A FACILITY TO LOCATE AND
EXPAND ITS OFFICE AND ITS ASSOCIATED
OPERATIONS AND WORKFORCE, ALL WITHIN THE
CITY; AND AUTHORIZING THE EXECUTION OF AN
ECONOMIC DEVELOPMENT AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy approved by Dublin City
Council Resolution No. 78-23 adopted on October 23, 2023, the City desires to encourage
commercial office development and create and preserve jobs and employment opportunities
within the City; and
WHEREAS, Whalen and Company, CPAs, Inc. (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 incentive
provided in the proposed Economic Development Agreement (as described below), the
Company is desirous of leasing a facility to locate and expand its office and its associated
operations and workforce, all within the City; and
WHEREAS, this Council has determined that it is necessary and appropriate and in the best
interests of the City to provide for a certain economic development incentive to the
Company, as described in the proposed Economic Development Agreement; and
WHEREAS, this Council has determined to offer the economic development incentive, 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
lease a facility to locate and expand its office and its associated operations and workforce,
all within the City, which will result in the 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 a certain economic development incentive in consideration for the
Company's agreement to lease a facility for the location and expansion of its office and its
associated operations and workforce, all within the City, which will result in the 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 Director of Economic Development, 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
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
08-25 Page 2
Ordinance No. Passed ,
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: - -D—
Mayor - Presiding Officer
Cb/
Passed: Aol 7 __, 2025
Attest: =~ Gietk of Godncil
Effective: (May: 7, 2025
To: Members of Dublin City Council
From: Megan O’Callaghan, City Manager
Date: March 11, 2025
Initiated By: Jeremiah Gracia, CEcD, Director of Economic Development
Luke Fleming, Economic Development Administrator
Re: Ordinance 08-25 – Economic Development Agreement with Whalen CPAs
Background
Founded in the 1940s in Springfield, Ohio by Elmer J. Whalen, Whalen CPAs has built a strong
reputation for providing comprehensive tax, accounting, auditing, and business advisory services.
As a certified public accounting firm, their primary focus remains on delivering high-quality
financial solutions to businesses of all sizes.
Currently operating in the City of Worthington, Whalen CPAs plans to relocate its headquarters to
Dublin. The company exhausted its office search opportunities in Worthington and provided
notification to the City of Worthington of its intent to search for a new office location outside of
Worthington. This transition involves moving 39 employees and expanding its employee count to
47 by December 31, 2031.
The City of Dublin has proposed an Economic Development Agreement to Whalen CPAs, which
includes a one-time grant of $20,000. To qualify for this incentive, Whalen CPAs must sign a lease
agreement for a minimum of five years and obtain proof of occupancy by August 1, 2025.
Whalen’s decision to invest in Dublin reflects the city's strong business-friendly environment and
commitment to fostering economic growth. We are pleased to welcome them to our corporate
community and are confident that their values and business excellence will contribute to Dublin’s
reputation as an exceptional place to live and work.
Recommendation
Staff recommends Council adoption of Ordinance 08-25 on April 7, 2025. Please contact Luke Fleming
with any questions that you may have.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 Memo
1103911683\2\AMERICAS
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) is made and entered into this
_____ day of __________, 2025 (the “Effective Date”), 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 WHALEN AND COMPANY, CPAS,
INC., an Ohio corporation (the “Company” and together with the City, the “Parties”), under the
circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the “Strategy”) approved by
Dublin City Council Resolution No. 78-23 adopted on October 23, 2023, 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 incentive provided
in this Agreement, the Company desires to lease a facility to locate and expand its office and its
associated operations and workforce, all within the City; and
WHEREAS, pursuant to Ordinance No. ___-25 passed on __________, 2025, the City has
determined to offer the economic development incentive described herein to induce the Company to
lease a facility for the location and expansion of the Company’s office and the associated operations
and workforce, all within the City, which will result in the 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 this incentive in order to induce the Company to lease a facility to locate and expand its
office and its associated operations and workforce, all within the City;
NOW THEREFORE, in consideration of the foregoing, the promises contained herein, and other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the
City and the Company agree and obligate themselves as follows:
Section 1. Company’s Agreement to Lease a Facility to Locate and Expand its Office
and its Associated Operations and Workforce Within the City.
(a) Anticipated New Employees. In consideration for the economic development
incentive to be provided by the City herein, the Company will lease a facility which is located within
the City (the “Facility”) to locate and expand its office and the associated operations and workforce,
all within the City, and all consistent with the terms of this Agreement. The Company expects to
create thirty-nine (39) new employee positions within the City by December 31, 2025. The total
estimated annual payroll withholdings for the new employee positions are estimated to be
approximately One Hundred Twelve Thousand Five Hundred Twenty Dollars ($112,520).
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(b) Lease of a Facility. The Company agrees that the City’s obligations to remit the
payment pursuant to Section 2 of this Agreement shall be contingent upon (i) the Company delivering
to the City a photocopy of a fully executed agreement, which may be partially redacted to protect
sensitive financial information, evidencing the Company’s lease of the Facility within the City (the
“Lease Agreement”), provided that the term of such Lease Agreement shall commence no later than
August 1, 2025 and terminate no earlier than five (5) years thereafter, which will accommodate the
location and expansion of the Company’s office and its associated operations and workforce, (ii) the
City issuing to the Company (which issuance will not be unreasonably conditioned, delayed or
withheld) a certificate of occupancy (the “Certificate of Occupancy”) for the Facility, (iii) the
Company occupying the Facility and (iv) such other conditions as are set forth in this Section 1 and
in Section 2; provided, however, and notwithstanding any provision herein to the contrary, if the
Company shall, after having acted in good faith, fail to deliver either the Lease Agreement, receive
the Certificate of Occupancy or occupy the Facility, each within the respective periods set forth in
Sections 3(s)(i), 3(s)(ii) and 3(s)(iii), (A) this Agreement will terminate without such failure
constituting a breach by the Company, (B) the City’s obligation to remit the Location Incentive
Payment will be terminated and (C) the Company will owe no penalties to the City as a result of such
failure.
Section 2. City’s Agreement to Provide Incentive.
(a) General. In consideration for the Company’s agreement to lease the Facility and
locate and expand its office and its associated operations and workforce, and to create new jobs and
employment opportunities, all within the City, the City agrees to provide an economic development
incentive to the Company in accordance with this Section.
(b) Location Incentive.
(i) Location Incentive Payment to the Company. The Company agrees to lease
the Facility to locate the Company’s office within the City and to expand that office and its
associated operations and workforce within the City. In consideration of the Company’s
agreement to lease the Facility to locate the Company’s office within the City and to expand
that office and create new jobs and employment opportunities within the City, and subject to
the Company’s compliance with the requirements set forth in Sections 1(b)(i) through (iv),
the City agrees to pay to the Company, solely from nontax revenues (as defined in Section
2(e)), a location incentive payment (the “Location Incentive Payment”) in the amount of
Twenty Thousand and 00/100 Dollars ($20,000.00), payable to the Company no later than
sixty (60) days following the date on which the City shall have determined that all of the
following conditions shall have been satisfied: (A) the Company shall have executed the
Lease Agreement and provided a photocopy of that executed Lease Agreement to the City,
(B) the City shall have issued a Certificate of Occupancy for the Facility (which issuance will
not be unreasonably conditioned, delayed or withheld by the City) and (C) the Company shall
have occupied the Facility; provided that, no payment shall be required to be made pursuant
to this Section 2(b)(i) prior to August 1, 2025.
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(ii) Forfeiture of Right to Receive Location Incentive Payment. The Company
agrees and acknowledges that the Location Incentive Payment provided for in Section 2(b)(i)
is being made by the City to the Company in consideration for the Company’s agreement to
lease the Facility to locate the Company’s office within the City and to expand that office and
its associated operations and workforce, and to create new jobs and employment
opportunities, all within the City. The Company further agrees that if the requirements of
Section 2(b)(i) are not satisfied, the City shall not be obligated to remit the Location Incentive
Payment to the Company as required by this Section 2(b).
(c) Consent to Share Information. For purposes of monitoring the Company’s
performance under this Agreement, the Company consents to and agrees that the City’s Division
of Taxation may share with the City’s Department of Economic Development information relating
to the employees of the Company and the related net payroll withholdings information for each of
the tax years 2025 and 2026.
(d) Method of Payment. The payment to be paid to the Company as provided in this
Section 2 shall be made by the City to the Company by electronic funds transfer or by such other
manner as is mutually agreed to by the City and the Company.
(e) City’s Obligation to Make Payment Not Debt; Payment 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 the Company shall have no right to have excises or taxes
levied by the City, the State or any other political subdivision of the State for the performance of
any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution,
any payments or advances required to be made by the City pursuant to this Section 2 shall be
payable solely from the City’s nontax 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
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. For purpose of this
Agreement, “nontax revenues” shall mean, all moneys of the City which are not moneys raised by
taxation, to the extent available for such purposes, including, but not limited to the following: (i)
grants from the United States of America and the State, (ii) payments in lieu of taxes now or
hereafter authorized to be used for the purposes by State statute, (iii) fines and forfeitures which
are deposited in the City’s General Fund, (iv) fees deposited in the City’s General Fund from
properly imposed licenses and permits, (v) investment earnings on the City’s General Fund and
which are credited to the City’s General Fund, (vi) investment earnings of other funds of the City
that are credited to the City’s General Fund, (vii) proceeds from the sale of assets which are
deposited in the City’s General Fund, (viii) rental income which is deposited in the City’s General
Fund and (ix) gifts and donations.
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Section 3. Miscellaneous.
(a) Assignment. This Agreement may not be assigned without the prior written consent
of all non-assigning Parties.
(b) Binding Effect. 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.
(d) Day for Performance. Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
(e) Economic Development Assistance Certification. The Company has made no false
statements to the City in the process of obtaining approval of the incentive described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentive described in this Agreement, the Company shall be required to immediately
return all benefits received under this Agreement pursuant Ohio Revised Code Section 9.66(C)(2)
and shall be ineligible for any future economic development assistance from the State, any State
agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Company
acknowledges that any person who provides a false statement to secure economic development
assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to Ohio Revised
Code Section 2921.13(F)(1), which is punishable by a fine of not more than $1,000 and/or a term of
imprisonment of not more than six months.
(f) Entire Agreement. 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 amended, waived or discharged except in an instrument in writing executed
by the Parties.
(g) Events of Default and Remedies. Except as otherwise provided in this Agreement, in
the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party
hereto, such defaulting Party shall, upon written notice from any non-defaulting Party, proceed
immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after
receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or
remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written
notice from any non-defaulting Party commence its actions to cure or remedy said breach within said
thirty (30) day period and proceed diligently thereafter to cure or remedy said breach. In case such
action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied
within a reasonable time, the aggrieved non-defaulting Party may institute such proceedings as may
be necessary or desirable in its opinion to cure and remedy such default or breach.
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(h) Executed Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute but
one and the same instrument. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
(i) 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 City or Company official executing this Agreement shall be liable
personally under this Agreement or be subject to any personal liability or accountability by reason of
the execution thereof or by reason of the covenants, obligations or agreements of the City and the
Company contained in this Agreement.
(j) Governing Law. 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 of competent jurisdiction within Franklin County, Ohio.
(k) Legal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and
the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of
the Parties, enforceable in accordance with its terms.
(l) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall the City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, tort (including negligence and strict liability) or any other theory of law.
(m) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or if hand-delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
requested, addressed to the other Party at the address set forth in this Agreement or any addendum to
or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:
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(i) the City at: City of Dublin, Ohio
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: Economic Development Director
(ii) the Company at: Whalen and Company, CPAs, Inc.
655 Metro Place South – Suite 450
Dublin, Ohio 43017
Attention: Lisa Shuneson
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is
intended to be exclusive of any other right or remedy, and each and every right or remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally
existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at
any time upon the strict observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy
or be construed as a waiver or relinquishment thereof. Every right and remedy given by this
Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be.
(o) Recitals. The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
(p) Reporting Requirements. The Company acknowledges that it is hereby advised by
the City that certain accounting reporting requirements may obligate the City to treat and report
payments remitted hereunder to the Company as a tax abatement. Notwithstanding any such reporting
requirements, the Company acknowledges and agrees that the Company is not entitled hereunder to
an abatement or exemption of any tax obligation that would otherwise be payable pursuant to the
Dublin City Code.
(q) Severability. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a court to be invalid or unenforceable, that determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be
construed and enforced as if the invalid or unenforceable portion were not contained herein. That
invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each
such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
(r) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
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(s) Term of Agreement. This Agreement shall become effective as of the Effective Date
and shall continue until the earlier of (i) August 1, 2025, provided that as of that day the Company
shall have theretofore failed to satisfy the requirements of Section 1(b)(i), (ii) August 1, 2025,
provided that as of that day the Company shall have theretofore failed to satisfy the requirements of
Section 1(b)(ii), (iii) August 1, 2025, provided that as of that day the Company shall have theretofore
failed to satisfy the requirements of Section 1(b)(iii) or (iv) the day on which the Location Incentive
Payment which the City is obligated to pay hereunder is received by the Company.
(t) 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 Agreement.
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IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first written above.
CITY OF DUBLIN, OHIO
By:
Printed: Megan D. O’Callaghan
Title: City Manager
Approved as to Form:
By:
Printed:
Title: Assistant Director of Law
WHALEN AND COMPANY, CPAS, INC.
By:
Printed:
Title:
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FISCAL OFFICER’S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement, certifies
hereby that the moneys required to meet the obligations of the City under the foregoing Agreement
during Fiscal Year 2025 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: ____________, 2025
Jaime Hoffman
Interim Director of Finance
City of Dublin, Ohio