HomeMy WebLinkAboutOrdinance 93-13RECORD OF ORDINANCES
D Legal Blank, Inc. Form No. 30043
Ordinance No.
93 -13
Passed .20
AN ORDINANCE AUTHORIZING THE PROVISION OF AN
INCENTIVE TO MANAGEMENT AND NETWORK SERVICES,
L.L.C. TO INDUCE IT TO RETAIN AND EXPAND OFFICE
AND ASSOCIATED OPERATIONS AND WORKFORCE
WITHIN THE CITY, AND AUTHORIZING THE EXECUTION
OF AN ECONOMIC DEVELOPMENT AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy (the "Strategy]
approved by Dublin City Council Resolution No. 07 -94 adopted on June 20, 1994,
and the updated Strategy approved by Dublin City Council Resolution No. 30 -04
adopted on July 6, 2004, the City desires to encourage commercial office
development and create and preserve jobs and employment opportunities within
the City; and
WHEREAS, Management and Network Services, L.L.C. (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 within the City to retain an office and associated operations and
workforce within the City in order to achieve the estimated payroll withholdings
set forth in the Economic Development Agreement; and
WHEREAS, this Council has determined that it is necessary and appropriate
and in the best interests of the City to provide an economic development
incentive to the Company, as described in the proposed Economic Development
Agreement; and
WHEREAS, this Council has determined to offer an 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 and retain an office and
associated operations and workforce, all within the City, which will result in the
creation of new jobs and employment opportunities and the preservation of
existing 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, L e 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 an economic development incentive in
consideration for the Company's agreement to lease a facility within the City for
the retention of an office and associated operations and workforce within the
City, which will result in the creation of new jobs and employment opportunities
and the preservation of existing 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
RECORD OF ORDINANCES
Da Legal Blank, I nc Form No. 3004
Ordinance No.
93 -13 Page 2 of 2
Passed
. 20
the execution thereof. This Council further authorizes the City Manager, for and
in the name of the City, to execute any amendments to the Economic
Development Agreement, which amendments are not inconsistent with this
Ordinance and not substantially adverse to this City.
Section 2. This Council further hereby authorizes and directs the City Manager,
the Director of Law, the Director of Finance, the Clerk of Council, or other
appropriate officers of the City to prepare and sign all agreements and
instruments and to take any other actions as may be appropriate to implement
this Ordinance.
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:
G � ✓' r
Mayor - P esid ng Officer
Attest:
Clerk of Council
Passed: b ee -eh� 2013
Effective: A&4-OL d 20*
i
I cityof Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Dublin City Council
From: Marsha I. Grigsby, City Manager \N`
Date: November 14, 2013
Initiated By: Michael Clarey, Economic Development Administrator
Memo
Re: Ordinance 93 -13 - Economic Development Agreement with Management and
Network Services, LLC
Background
Staff has been in discussions with Management and Network Services, LLC (MNS) regarding an
expansion project. The company, currently located at 4892 Blazer Parkway, plans to expand its
operations within Central Ohio in early 2014. Management and Network Services plans to retain
120 jobs and create an additional 164 jobs by the end of 2020. The company's significant growth
projection has made it necessary to move, as their current space cannot accommodate additional
employees. It plans to lease office space in Dublin (address TBD) by the end of 2013.
MNS is an independent provider of ancillary services for long -term and acute -care facilities. The
company works directly with insurance providers to manage individual care needs. Its operations
are comprised primarily of healthcare and health insurance expert professionals.
The Economic Development Agreement proposed by the City to the company includes a one -time
$40,000 relocation grant to be paid upon receiving an occupancy permit for a facility of at least
28,000 square feet in Dublin. The incentive is also contingent on execution of a seven -year lease.
Front end cost associated with the move and tenant fit -up was the main variable determining the
outcome of the company's decision. The City's flexible incentive program enabled staff to address
the aforementioned factor. Based on the company's payroll projections, it is estimated that the
City will net approximately $1,729,611 in income tax withholding revenue over the term of this
project (seven years).
Recommendation
Staff recommends Council approval of Ordinance 93 -13 at the second reading /public hearing on
December 9, 2013. Please contact Michael Clarey with any questions.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into
this day of , 2013, 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 MANAGEMENT AND NETWORK SERVICES,
L.L.C., an Ohio limited liability company (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. 07 -94 adopted on June 20, 1994, and the updated Strategy
approved by Dublin City Council Resolution No. 30 -04 adopted on July 6, 2004, the City desires
to encourage commercial office development and create and preserve jobs and employment
opportunities within the City; and
WHEREAS, 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 retain an office and associated operations and
workforce within the City; and
WHEREAS, pursuant to Ordinance No. -13 passed on ' 2013 (the
"Ordinance "), the City has determined to offer the economic development incentive described
herein to induce the Company to lease a facility within the City for the retention of an office and
associated operations and workforce within the City, which will result in the creation of new jobs
and employment opportunities and the preservation of existing 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; 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 and retain its operations
and workforce, all within the City;
Now THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Company's Agreement to Lease a Facility and Retain Its Operations and
Workforce Within the City In consideration for the economic development incentive to be
provided by the City herein, the Company agrees that it will lease a facility within the City for the
retention of an office and associated operations and workforce within the City, all consistent with
the terms of this Agreement. The Company expects to create one hundred sixty -four (164) new
employee positions within the City by December 31, 2020. The average annual wage of these new
employees is approximately Sixty -Two Thousand and 00/100 Dollars ($62,000.00), with total
estimated payroll withholdings of approximately Eight Hundred Ten Thousand Seven Hundred
Ninety -Two and 00 /100 Dollars ($810,792.00) over the term of the Initial Lease Agreement (as
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defined below). The Company also expects to retain one hundred twenty (120) existing employee
positions within the City. The average annual wage of these existing employees is approximately
Fifty -Seven Thousand and 001100 Dollars ($57,000.00), with total estimated payroll withholdings
of approximately Nine Hundred Fifty -Eight Thousand Eight Hundred Nineteen and 00!100 Dollars
($958,819.00) over the term of the Initial Lease Agreement (as defined below). The Company
agrees that the City's obligation to remit the payment pursuant to Section 2 of this Agreement shall
be contingent upon (a) the Company delivering to the City a fully executed copy of an agreement
evidencing the Company's lease of a facility within the City for a period of at least seven (7) years
(from , 201 to , 201 ) (the "Initial Lease Agreement"), (b) the Company having
received an occupancy permit for the leased premises as described in the Initial Lease Agreement
(the "Certificate of Occupancy "), the delivery of which, the City agrees to not unreasonably
withhold, condition or delay and (c) such other conditions as are set forth in Section 2.
Section 2. City Agreement to Provide Incentive
(a) General In consideration for the Company's agreement to lease a facility within the
City for the retention of an office and associated operations and workforce within the City, the City
agrees to provide an economic development incentive to the Company in accordance with this
Section.
(b) Location Incentive
(i) Incentive Payment to the Company The Company agrees to execute the
Initial Lease Agreement for the retention of an office and associated operations and
workforce within the City. In consideration of the Company's agreement to execute the
Initial Lease Agreement and to retain that office and create new jobs and employment
opportunities and preserve existing jobs and employment opportunities, all within the City,
the City agrees to provide to the Company a location incentive (the "Location Incentive ") in
the amount of Forty Thousand and 00/100 Dollars ($40,000.00), payable to the Company
within thirty (30) days following the occurrence (to the City's reasonable satisfaction) of (A)
the Company's execution of the Initial Lease Agreement and provision to the City of
documentation in support thereof and (B) the issuance of the Certificate of Occupancy.
(ii) Forfeiture of Right to Receive Incentive Payment The Company agrees and
acknowledges that the Location Incentive provided for in subsection 2(b) is being made by
the City to the Company in consideration for the Company's agreement to execute a lease
within the City for the retention of an office and associated operations and workforce within
the City and to create additional employment opportunities and retain existing employment
opportunities, all within the City. The Company further agrees that if the requirements of
subsection 2(b)(i) are not satisfied, the City shall not be obligated to remit the Location
Incentive to the Company as required by this subsection 2(b).
(c) 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.
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(d) City's Obligation to Make Payment Not Debt; Payment Limited to Non -Tax
Revenues Notwithstanding anything to the contrary herein, the obligation 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 payment or advance 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 the payment 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. 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.
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 the
successors or assigns of the Parties.
(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 incentives described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentives described in this Agreement, the Company shall be required to immediately
return all benefits received 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
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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, including, but not limited to, proceedings to compel specific performance by the defaulting
Party.
(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 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.
0) 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.
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(k) Legal Authori ty . The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and
covenant that this Agreement has, by proper action, been duly authorized, executed and delivered by
the Parties and all steps necessary to be taken by the Parties have been taken to constitute this
Agreement, and the covenants and agreements of the Parties contemplated herein, as a valid and
binding obligation of the Parties, enforceable in accordance with its terms.
(1) Limit on Liability Notwithstanding any clause or provision of this Agreement to
the contrary, in no event shall City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, 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:
(i) the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016 -7295
Attention: Economic Development Director
(ii) the Company at: Management and Network Services, L.L.C.
5555 Parkcenter Circle — Suite 200
Dublin, Ohio 43017
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.
(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.
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(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) 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.
(c) 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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IN WrrNEss 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
Printed: Marsha I. Grigsby
Title: City Manager
Approved as to Form:
Printed: Stephen J. Smith
Title: Director of Law
MANAGEMENT AND NETWORK SERVICES, L.L.C.
L
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 2013 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: , 2013
Angel L. Mumma
Director of Finance
City of Dublin, Ohio
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