06-04 OrdinanceRECORD OF ORDINANCES
Ordinance No. ~6-~4 Passed • 20.
AN ORDINANCE AUTHORIZING THE EXECUTION
AND DELIVERY OF AN ECONOMIC DEVELOPMENT
AGREEMENT BETWEEN THE CITY OF DUBLIN AND
CORESOURCE TO INDUCE A RELOCATION OF ITS
OPERATIONS TO THE CITY IN ORDER TO
INCREASE EMPLOYMENT WITHIN THE CITY.
WHEREAS, contingent on the passage of this Ordinance and the execution of the
Economic Development Agreement as an inducement therefor, Core Source
desires to relocate 114 jobs to the City of Dublin, Ohio (the "City"); and
WHEREAS, the City, consistent with its Economic Development Strategy, desires
and intends to induce CoreSource to consolidate its operations within the City for
the purpose of creating jobs and employment opportunities and to improve the
economic welfare of the citizens of the City of Dublin and the State of Ohio as
authorized in Article VIII, Section 13, of the Ohio Constitution;
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 City hereby finds and determines that it is necessary,
appropriate and in the best interests of the City to provide certain assistance to
CoreSource for the purpose of creating jobs and employment opportunities and to
improve the economic welfare of the citizens of the City and the State of Ohio as
authorized in Article VIII, Section 13, of the Ohio Constitution.
Section 2. The Economic Development Agreement by and between the City
and CoreSource, in the form presently on file with the Clerk of Council, providing
for, among other things, the provision of incentives to CoreSource in consideration
for the company's agreement to relocate its operations and workforce to the City, is
hereby approved and authorized with changes therein not inconsistent with this
Ordinance and not substantially adverse to this City and which shall be approved
by the City Manager and Director of Finance. The City Manager and Director of
Finance, for and in the name of this City, are hereby authorized to execute that
Economic Development Agreement, provided further that the approval of changes
thereto by those officials, and their character as not being substantially adverse to
the City, shall be evidenced conclusively by their execution thereof. This Council
further authorizes the City Manager and the Director of Finance, for and in the
name of the City, to execute any amendments to the Economic Development
Agreement, which amendments are not inconsistent with this Ordinance and not
substantially adverse to this City.
Section 3. This Council 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 maybe appropriate to implement this Ordinance.
Section 4. This Council finds and determines that all formal actions of this
Council concerning or relating to the passage of this Ordinance were taken in an
open meeting of this Council and that all deliberations of this Council that resulted
in those formal actions were in meetings open to the public in compliance with the
law.
RECORD OF ORDINANCES
Inc.
Ordinance No. 06-04 Passed Page 2 , 20.
Section 5. This Ordinance shall take effect and be in force in accordance with
Section 4.04 of the Dublin City Charter.
Signed:
Presiding Officer
Attest:
Clerk of Colmcil
Passed: ~ G~.y'c~ ~ , 2004
Effective: ~~j''~ ~ y , 2004
I hereby certify that copies of this
Ordinance/Resolution were posted in the
City of Dublin in accordance with Section
731.25 of the Ohio Revised Code.
~~~~C-Gt'X~
Dep Cle of Council, Dublin, Ohio
Office of the City Mana er
5200 Emerald Parkway • Dubin, OH 43017
Phone: 614-410-4400 • Fax: 614-410-4490
f.ITI' f1F DCBLIN
Memo
To: Members of the Dublin City Council
From: Jane S. Brautigam, City Managei~a.Y.,c.~5• "~-
Date: February 11, 2004
Re: Ordinance No. 06-04 -Coresource, Inc.
Initiated by: Michael Stevens, Director of Economic Development ~/V0~
Update:
Ordinance No. 06-04 was withdrawn from the February 2, 2004, City Council agenda due to last minute
changes to the agreement by the company's consultant. The number of employees that the company plans to
relocate has been changed from 145 to 114, resulting in a total payroll of $3.75 million. The agreement also
includes an extraordinary performance clause that will provide Coresource with a sixth incentive year if the
company's total actual payroll withholdings exceed $600,000.
Summary:
Ordinance No. 06-04 authorizes the execution of an Economic Development Agreement with Coresource,
Inc. for the purpose of encouraging the relocation and expansion of their operations to the City of Dublin.
Coresource is a leading provider of full service national health benefits and is a subsidiary of Trustmark
Insurance Company. Coresource's central Ohio office currently is located at 229 Huber Village
Boulevard in Westerville. The company provides cost and information management services to more than
1,600 employers nationwide. Coresource will relocate to 5200 Upper Metro Place in the second quarter of
2004.
The attached Economic Development Agreement (the Agreement) provides for annual incentive payments
for a period of five years. The Agreement will provide Coresource with a financial incentive to relocate
1 14 employees and continue to grow its business in Dublin. The average wage for current employees is
approximately $33,800.
The annual incentive payments will be based upon a percentage (the Incentive Factor) of actual payroll
withholdings. The Incentive Factor is twenty-five percent (25%) for the term of the agreement. The
target payroll withholdings will increase annually by two percent (2%). The aggregate amount of
payments made by the City to Coresource will not exceed $200,000.
The City further agrees that if Coresource's total aggregate actual withholdings for the calendar years
2004-2008, inclusive, equals or exceeds $600,000, then the City shall pay to Coresource an amount equal
to twenty-five percent (25%) of the actual withholdings for calendar year 2009. The City acknowledges
and agrees to make that payment.
The Agreement does not contain any non-financial incentives.
Coresource, Inc.-2/11/04
Recommendation:
page 2
Staff continues to pursue job growth within the community. Using incentives to attract companies like
Coresource will result in additional income tax revenue. Assuming Coresource achieves the maximum
incentive of $200,000 the City would net at least $600,000 over five years from this agreement. At
current projections, Coresource will receive approximately $87,000 during the term of the Agreement.
Staff recommends that City Council approve Ordinance No. 06-04 at its March 1, 2004 meeting.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into
this ~ day of r ~, , 2004, by and between the CITY of DUBLIN, OHIO (the "City"), a
municipal corporation duly organized and validly existing under the Constitution and the laws of
the State of Ohio (the "State") and its Charter, and CORESOURCE, INC., ("Coresource") an Ohio
corporation with its offices located in Westerville, Ohio, under the circumstances summarized in
the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved
by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, the City desires to
encourage commercial office development and provide for the creation of employment
opportunities within the City; and
WHEREAS, based on the results of Coresource's recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, Coresource is desirous of relocating its workforce to the City; and
WHEREAS, pursuant to Ordinance No. 06-04 passed March 1, 2004 (the "Ordinance"), the
City has determined to offer economic development incentives described herein to induce
Coresource to relocate and expand its workforce within the City to create jobs and employment
opportunities and to improve the economic welfare of the people of the State of Ohio and the City,
all as authorized in Article VIII, Section 13 of the Ohio Constitution; and
WHEREAS, the City and Coresource have determined to enter into this Agreement to
provide these incentives to induce that relocation and expansion by Coresource of its operations
within the City;
Now THEREFORE, the City and Coresource covenant agree and obligate themselves as
follows:
Section 1. Coresource's Agreement to Relocate Jobs. Coresource presently employees
approximately 114 employees at 229 Huber Village Boulevard, Westerville, Ohio. The aggregate
annual payroll of those employees in approximately $3.75 million. In consideration of the
economic development incentives to be provided by the City herein, Coresource agrees that no later
than May 30, 2004 it will relocate all of the employees described in this Section 1 to 5200 Upper
Metro Place, Dublin, Ohio
Section 2. City Agreement to Provide Incentives.
(a) General. In consideration for Coresources's agreement to relocate its workforce and
associated payroll to the City, the City agrees to provide economic development incentives to
Coresource in accordance with this Section.
(b) Calculation of Actual Withholdings. On or before March 15 of each of the years
2005 through and including 2009, the City shall determine whether the payroll withholding taxes
collected during the preceding calendar year by the City from all Employees (the "Actual
Withholdings") exceed the Target Withholdings for that preceding calendar year, all in
accordance with the schedule set forth below. For purposes of this Section 2, "Employees" shall
include all individuals employed by Coresource and working at a location within the City.
Coresource agrees that, in accordance with the Dublin City Code, the annual payroll
reconciliation relating to Coresource Employees will be provided to the City prior to February 28
of each calendar year.
(c) Payments to Coresource. If the Actual Withholdings exceed the Target
Withholdings for the preceding calendar year, the City shall, on or before April 15 of the current
calendar year, pay to Coresource, solely from nontax revenues, an amount equal to the product of (i)
an amount equal to the Actual Withholdings (net of refunds), multiplied by (ii) the Incentive Factor
(as defined below). The payments provided for in this Section 2 shall be made by the City to
Coresource by electronic funds transfer or by such other manner as is mutually agreed to by the City
and Coresource.
(i) Years 2004 through 2008. With respect to the Actual Withholdings
collected during each of the calendar years 2004 through 2008, the Incentive Factor shall be
twenty-five percent (25%). The Target Withholdings for each of those calendar years shall be
calculated as follows:
Calendar Year
Target Withholdings
2004 $35,000
2005 $65,000
2006 Calendar Year 2005 Target Withholdings multiplied by 1.02
2007 Calendar Year 2006 Target Withholdings multiplied by 1.02
2008 Calendar Year 2007 Target Withholdings multiplied by 1.02
(d) Cit~Obligation to Make Payments Not Debt; Payments Limited to Nontax
Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant
to this Agreement shall not be a general obligation debt or bonded indebtedness, or a pledge of
the general credit or taxes levied by the City, and Coresource 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. Further, since Ohio law limits
z
the City to appropriating monies for such expenditures only on an annual basis, the obligation of
the City to make payments pursuant to this Section 2 shall be subject to annual appropriations by
the City Council and certification by the Director of Finance of the City as to the availability of
such nontax revenues.
(e) Deficiency Carry forward Amounts. If and to the extent the amount of nontax
revenues are insufficient in a particular calendar year for appropriation and payment to Coresource,
the City will make payment to Coresource in the amount of nontax revenues available for
appropriation and payment to Coresource. The difference between the amount required to be paid
by the City to Coresource pursuant to this Section 2 and the amount actually paid (referred to herein
as a "Deficiency Carryforward Amount") shall be carried forward to the next succeeding calendar
year and paid to Coresource in addition to any other payment for that succeeding year required by
this Section 2. This Agreement shall not terminate until the City has paid to Coresource all
Deficiency Carryforward Amounts required to be paid to Coresource in accordance with this
Section 2; provided, however, the aggregate of all payments to Coresource pursuant to this
Agreement shall not exceed the Maximum Payment Amount.
(~ Additional Incentive Payment. The City further agrees that if Coresource's total
aggregate Actual Withholdings for the calendar years 2004 through 2008, inclusive, equals or
exceeds $600,000, then the City shall pay to Coresource an amount equal to twenty-five percent
(25%) of the Actual Withholdings for calendar year 2009. The City acknowledges and agrees to
make that payment, if required by this Section 2(f), to Coresource no later than April 15, 2010 by
electronic funds transfer or by such other manner as is mutually agreed to by the City and
Coresource.
(g) Maximum Economic Development Incentive Payments. In no event shall the
aggregate amount of payments made by the City to Coresource pursuant to this Section 2 during the
term of this Agreement exceed Two Hundred Thousand Dollars ($200,000) (the "Maximum
Payment Amount' ).
(h) Applicable Cit~ayroll 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 ifhand-delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
requested, addressed to the other party at the address set forth in this Agreement or any addendum
to or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this agreement, notices shall be addressed to:
3
(i) the City at:
City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) Coresource at:
Coresource
5200 Upper Metro Place
Dublin, Ohio 43017
Attention: Lloyd Sarrel, Vice President of Operations
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 Coresource in other than his or
her official capacity. No official executing or approving the City's or Coresource's participation in
this Agreement shall be liable personally under this Agreement or be subject to any personal
liability or accountability by reason of the issuance thereof.
(c) Successors. This Agreement shall be binding upon and inure to the benefit of
Coresourceand its successors and assigns.
(d) Recitals. The City and Coresource 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 Coresource.
(f) Executed Counte arts. 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
4
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) Ca tions. 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 Coresource, its employees and agents, arising out of or relating to this Agreement or its breach
will be decided in a court of competent jurisdiction within Franklin County, Ohio.
(j) Survival of Representations and Warranties. All representations and warranties of
Coresource and the City in this Agreement shall survive the execution and delivery of this
Agreement.
(Signature Pages to Follow)
IN WITNESS WHEREOF, the City and Coresource 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
C ~ ~---
~'~~_
Printed: Jane Brauti~am
Title: Cit Manager
By: ~~~
Printed: _ Marsha I. Grigsby
Title: Director of Finance
Approved Form:
~ '.
By:
Printed: Stephen J. Smith
Title: Director of Law
CORESOURCE
B
Printed:~A c> ~~ ~~Q~1? /t "~
Title: ~ (~. V p t C~FD
6
FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement, certifies
hereby that the moneys required to meet the obligations of the City during the year 2004 under the
foregoing Agreement have been appropriated lawfully for that purpose, and are in the Treasury of
the City or in the process of collection to the credit of an appropriate fund, free from any previous
encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio
Revised Code.
Dated: ~.S 2004 R:_~ ~~--
Marsha I. Grigsby
Director of Finance
City of Dublin, Ohio