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HomeMy WebLinkAbout81-07 OrdinanceRECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Ordinance No. 8I -07 Passed . 20 AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES FOR PURPOSES OF ENCOURAGING THE ESTABLISHMENT BY BUCKEYE DERMOTOLOGY, INC. OF ITS OPERATION 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 and retail development and provide for the creation of employment opportunities within the City; and WHEREAS, Buckeye Dermatology, Inc. is desirous of establishing and retaining its operations and workforce within the City in consideration for the provision by the City of economic development incentives; and WHEREAS, this Council has determined to offer economic development incentives, the terms of which are set forth in a substantially final form of Economic Development Agreement presently on file in the office of the Clerk of Council, to induce Buckeye Dermatology, Inc. to establish its operations and workforce within the City, to create jobs and employment opportunities and to improve the economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; and WHEREAS, this Council finds that it is in the best interest of the City to provide those economic development incentives to induce Buckeye Dermatology, Inc. to establish and retain its operations and workforce within the City and to provide for the execution and delivery of that Economic Development Agreement with Buckeye Dermatology, Inc. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, Union and Delaware Counties, State of Ohio, _ of the elected members concurring, that: Section 1 . The Economic Development Agreement by and between the City and Buckeye Dermatology, Inc., in the form presently on file with the Clerk of Council, providing for, among other things, the provision of incentives to Buckeye Dermatology, Inc. in consideration for Buckeye Dermatology, Inc.'s agreement to establish and retain its operations and workforce within the City, is hereby approved and authorized with changes therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by the City Manager and Director of Finance. The City Manager and Director of Finance, for and in the name of this City, are hereby authorized to execute that Economic Development Agreement, provided further that the approval of changes thereto by those officials, and their character as not being substantially adverse to the City, shall be evidenced conclusively by their execution thereof. This Council further authorizes the City Manager and the Director of Finance, for and in the name of the City, to execute any amendments to the Economic Development Agreement, which amendments are not inconsistent with this Ordinance and not substantially adverse to this City. Section 2 . This Council further hereby authorizes and directs the City Manager, the Clerk of Council, the Director of Law, the Director of Finance, or other appropriate officers of the City to prepare and sign all agreements and instruments and to take any other actions as may be appropriate to implement this Ordinance. RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 Ordinance No. 81 - Passed Page 2 20 II Section 3 . This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinaice were taken in an open meeting of this Council and that all deliberations of this Coincil that resulted in those formal actions were in meetings open to the public in compli mce with the law. Section 4. This Ordinance shall be in full forc and effect on the earliest date permitted by law. Nj-o- ( Mayor - Presiding Officer Attest: Clerk of Council Passed: Odrlo 6 G' 2007 Effective: — 77 0 U e^40� / q , 2007 CITY OF DURIN Office of the City Manager 5200 Emerald Parkway, Dublin, Ohio 43017 Phone: 614 - 410 -4400 To: Members of Dublin City Council From: Jane S. Bramigam, City Manager Date: September 25, 2007 Memo Initiated By: Dana L. McDaniel, Deputy City Manager /Director of Economic Development Re: Ordinance 81 -07 - Economic Development Agreement - Buckeye Dermatology Background: Staff has been in discussions with Buckeye Dermatology regarding the retention and expansion of its operations and workforce within the City of Dublin. Buckeye Dermatology currently leases space at 5080 Bradenton Avenue. Buckeye Dermatology provides a team of Board certified professionals who specialize in dermatology and dermatopathology services. Buckeye Dermatology has multiple locations in Central Ohio. The Dublin office houses both its practitioners and back office /support operations. The City of Dublin was at risk of losing this company to another jurisdiction. However, Buckeye Dermatology desires to remain and expand its operations and workforce in Dublin and build, own and occupy its own facility as a result of the incentive contained in this proposed Economic Development Agreement (EDA). Buckeye Dermatology intends to build a 10,000 square foot facility at 5700 Blazer Parkway (just south of the Blazer water tower). Buckeye Dermatology currently has 26 employees and anticipates increasing staff to 49 employees over five years. Ordinance 81 -07 authorizes an EDA (attached) between the City and Buckeye Dermatology that proposes a one time Retention and Expansion Grant in the amount of $20,000. This grant would be paid within thirty (30) days after the issuance of an occupancy permit for its new Dublin facility. A forfeiture of the incentive payment is provided for in the Agreement, should certain target withholdings not be met in any one of the five years (2009 -2013) of this Agreement. Over the term of this agreement, Buckeye Dermatology is estimated to pay approximately $259,973 in income tax withholdings to the City. In that Buckeye Dermatology is building and occupying its own facility, one could assume that it will continue its presence in Dublin well beyond the term of this Agreement. Recommendation: Staff recommends City Council approve Ordinance 81 -07 at the second reading/public hearing on October 15. Approval of this Ordinance will support Council's goal relative to retaining and expanding Dublin -based businesses, resulting in additional job growth. Please contact Dana McDaniel or myself with any questions you may have. 81 -07 Page 2 Section 3 . This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council and that all deliberations of this Council that resulted in those formal actions were in meetings open to the public in compliance with the law. Section 4. This Ordinance shall be in full force and effect on the earliest date permitted by law. Signed: Mayor - Presiding Officer Attest: Clerk of Council Passed: .2007 Effective: .2007 ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (the `Agreement") is made and entered into this day of , 2007, 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 Buckeye Dermatology, Inc., a Dublin corporation, 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, and the updated strategy approved by Dublin City Council Resolution No. 30 -04 adopted on July 6, 2004, the City desires to encourage commercial office and retail development and provide for the retention and creation of employment opportunities within the City; and WHEREAS, Buckeye Dermatology, Inc. desires to locate its offices at a new facility to be built at 5700 Blazer Parkway and retain and expand its workforce from 26 to 49 fulltime employees over a five year period within the City of Dublin; and WHEREAS, pursuant to Ordinance No.81 -07 passed October 15, 2007 (the "Ordinance "), the City has determined to offer economic development incentives described herein to induce Buckeye Dermatology, Inc. to retain and expand its operations and workforce within the City to create jobs and employment opportunities and to improve the economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; and WHEREAS, the City and Buckeye Dermatology, Inc. have determined to enter into this Agreement to provide these incentives to induce Buckeye Dermatology, Inc. to retain and expand its operations and workforce within the City. Now THEREFORE, the City and Buckeye Dermatology, Inc. covenant agree and obligate themselves as follows: Section 1. Buckeye Dermatology, Inc. Agreement to Retain and Expand Jobs Buckeye Dermatology, Inc. agrees that it will establish its operations at 5700 Blazer Parkway in the City of Dublin (the `Dublin Facility"). Buckeye Dermatology, Inc. will occupy the Dublin Facility no later than December 31, 2008 and will employ at least 49 fulltime employees within the City of Dublin as part of its operations by December 31, 2013. The average annual wage of these employees for this period is estimated to be $70,500 with total estimated payroll withholdings of approximately $259,973 over the term of this agreement. -I- Section 2. City Agreement to Provide Incentives (a) General In consideration for Buckeye Dermatology, Inc.'s agreement to retain and expand its operations, workforce and associated payroll within the City, the City agrees to provide economic development incentives to Buckeye Dermatology, Inc. in accordance with this Section. (b) Retention & Expansion Grant In consideration of the agreement to retain and expand its operations and workforce and to construct and own its own facility within the City for the purpose of housing its own operations and workforce, the City agrees to provide a grant to Buckeye Dermatology, Inc. in the amount of $20,000 (the "Retention and Expansion Grant'). The City will make payment of the Retention and Expansion Grant to Buckeye Dermatology, Inc. no later than 30 days after issuance of an occupancy permit for its new Dublin facility. The payments provided for in this Section 2(b) shall be made by the City to Buckeye Dermatology, Inc. by electronic funds transfer or by such other manner as is mutually agreed to by the City and Buckeye Dermatology, Inc. (c) Forfeiture of Incentive Payment Buckeye Dermatology, Inc. agrees that if certain Target Withholdings are not met, as set forth in Section 2(c)(i) & (ii) below for any given year (2009 thru 2013), Buckeye Dermatology, Inc. will be required to remit the total of the Retention and Expansion Grant ($20,000) back to the City. (i) Calculation of Actual Withholdings On or before March 15 of each of the years 2010 thru 2014 the City shall determine whether the actual payroll withholding taxes collected during the preceding calendar year by the City from all Employees (the Actual Withholdings ", net of refunds paid to employees by the City) meet or exceed the target withholdings for that preceding calendar year (the "Target Withholdings "), all in accordance with the schedule set forth in subparagraph (ii) below. For purposes of this Section 2, "Employees" shall include all individuals employed by Buckeye Dermatology, Inc. in the City of Dublin and working at the Dublin Facility. Buckeye Dermatology, Inc. agrees that, in accordance with the Dublin City Code, the annual payroll reconciliation relating to the Employees will be provided to the City prior to February 28 of each calendar year. (ii) Target Withholdings With respect to the Actual Withholdings collected during each of the calendar years 2009 thra 2013, inclusive, the Target Withholdings in respect of each of those calendar years are as follows: Calendar Year Target Withholdings (1 2009 $30,259 2010 $48,216 2011 $54,993 2012 $57,371 2013 $69,133 (d) City's Obligation to Make Payments Not Debt: Payments Limited to Non -tax Revenues Notwithstanding anything to the contrary herein, the obligations of the City pursuant to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of the general credit or taxes levied by the City, and Buckeye Dermatology, Inc. shall have no right to -2- have excises or taxes levied by the City, the State or any other political subdivision of the State for the performance of any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution, any payments or advances required to be made by the City pursuant to this Section 2 shall be payable solely from the City's non -tax revenues. Further, since Ohio law limits the City to appropriating monies for such expenditures only on an annual basis, the obligation of the City to make 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 non -tax revenues. (e) 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: 5800 Shier Rings Road Dublin, Ohio 43016 -7295 Attention: Economic Development Director (ii) Buckeye Dermatology, Inc. at: Attention: 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 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 Buckeye Dermatology, Inc. in other than his or her official capacity. No official executing or approving the City's or Buckeye Dermatology, Inc.'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. -3- (c) Successors This Agreement shall be binding upon and inure to the benefit of Buckeye Dermatology, Inc. and its successors and assigns. (d) Recitals The City and Buckeye Dermatology, Inc. 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 Buckeye Dermatology, Inc. (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, and Buckeye Dermatology, Inc., 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. 0) Survival of Representations and Warranties All representations and warranties of Buckeye Dermatology, Inc. and the City in this Agreement shall survive the execution and delivery of this Agreement. -4- (k) Notwithstanding any clause or provision of this Agreement to the contrary, in no event shall City or Buckeye Dermatology, Inc. 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. (Nothing follows the remainder of this page) -5- IN WITNESS WHEREOF, the City and Buckeye Dermatology, Inc. have caused this Agreement to be executed in their respective names by their duly authorized representatives, all as of the date first written above. Approved as to Form: C CITY OF DUBLIN, OHIO Printed: Jane Brautigam Title: City Manager Printed: Stephen J. Smith Title: Director of Law Buckeye Dermatology, Inc. C Printed: Title: 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 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: 2007 Marsha I. Grigsby Deputy City Manager /Director of Finance City of Dublin, Ohio Ni covomic Developmen [Wcmtivu &C=pmypr ec6SUC=YEDER TOLOCY,INC�DABUC=YEDER TOLOCY,INC doc -6-