02-05 OrdinanceRECORD OF ORDINANCES
Dayton Legal Blank Inc. Form No. 30043
~ 02-05 ~_
Ordinance No. Passed , 20
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES FOR PURPOSES OF RELOCATING
THE OPERATIONS OF AUTOMATION AND CONTROL
TECHNOLOGY, INC. (ACT) AND ITS WORKFORCE TO
THE CITY, AND AUTHORIZING THE EXECUTION OF AN
ECONOMIC DEVELOPMENT AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy approved by Dublin
City Council Resolution 07-94 adopted on June 20, 1994, and the updated strategy
approved by Dublin City Council Resolution 30-04 adopted July 6, 2004, 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 Automation and Control Technology, Inc.'s
("ACT") recent comprehensive examination of operations and facilities, ACT is desirous
of relocating to and expanding its existing workforce within the City of Dublin in
consideration for the provision by the City of additional economic development
incentives; and
WHEREAS, this Council has determined to offer additional 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
ACT to relocate and expand its workforce within the City, to create additional 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 ACT to expand its operations and
workforce within the City and to provide for the execution and delivery of that
Economic Development Agreement with ACT;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
Franklin, Union and Delaware Counties, Ohio, ~ of the elected members concurring
that:
Section 1. The Economic Development Agreement by and between the City and ACT,
in the form presently on file with the Clerk of Council, providing for, among other
thin s, the rovision of incentives to ACT in consideration for ACT's agreement to
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relocate and expand its 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
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h name of this Cit are
Cit Mana er and Director of Finance for and in t e
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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 maybe appropriate to implement this Ordinance.
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
RECORD OF ORDINANCES
Dayton Legs] Blank, Inc. Form No. 30043
_._--
02-05 Page 2
i Ordinance No. Passed 20
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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: a ~:J 2005
i ~ ,
'v 2005
Effects e. GL-YG~t ,
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.
uty Clerk of Council, Dublin, Ohio
CITY OF DUBLIN
Division of Economic Development
5800 Shier-Rings Road, Dublin, Ohio 43016-1236
Phone: 614-410-4600 • Fax: 614-761-6506
To: Members of Dublin City Council
From: Jane S. Brautigam, City Manager~5•
Date: December 28, 2005
Memo
Initiated By: Dana L. McDaniel, Deputy City Manager/Director of Economic Development
Colleen M. Gilger, Economic Development Specialist
Re: Ordinance 02-05 -Economic Development Agreement -ACT
Summary:
Staff has been in discussion with Automation and Control Technology, Inc., regarding the relocation of
its operations and workforce to Dublin.
ACT is nearing the end of its lease at 650 Ackerman Road in Columbus (on the ABB campus) and needs
to vacate the property because ABB is selling the 26-acre complex to Ohio State University. ACT
company executives were looking to purchase an existing facility containing lab space that was
appropriately zoned for light manufacturing and research and development in the Central Ohio area.
They have identified 6141 Avery Road (the former C.C. Technologies building) as its preferred location.
ACT, a technology solutions company focusing on process management, data acquisition and decision
support for continuous manufacturing processes, currently employs 28 people with an average annual
payroll exceeding $2.1 million. The company plans to grow to 78 employees with nearly $7.5 million in
annual payroll by 2013. The company, a 1999 spin-off of ABB, also considers software development,
engineering design, application fabrication, hardware fabrication and electronic platforms, controls and
monitoring as areas of expertise.
Ordinance No. 02-OS legislates an Economic Development Agreement between the City and ACT that
includes a relocation grant of $70,000 in the first two years tied to the purchase of 6141 Avery Road,
followed by an eight-year, 10 percent income tax rebate incentive tied to job creation and payroll
growth. The projected payout to ACT over the term of the agreement is expected to be $148,602. Over
the term of this 10-year agreement, the City is estimated to net approximately $680,325 in income tax
withholdings.
Staff is comfortable with this incentive structure because ACT is prepared to make along-term
commitment to Dublin through the purchase of a vacant Dublin facility, and the company must annually
meet its projected growth targets in order to qualify for incentive payments.
Conclusion:
Staff recommends that the Economic Development Agreement be approved by Ordinance 02-OS on
January 18, 2005.
C
Automation and Control Technology, Inc. (ACT) Site
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into
this day of , 2005, 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 Automation and control Technology Inc.
(`ACT Inc. ") an Ohio corporation with its offices located in Columbus, Ohio, under the
circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy approved by Dublin City
Council Resolution No. 30-04 adopted on July 6, 2004, the City desires to encourage commercial
office development and provide for the creation of employment opportunities within the City; and
WHEREAS, ACT Inc. desires to locate its operations and related workforce of 28 fulltime
employees within the City of Dublin; and
WHEREAS, the City has determined to offer economic development incentives described
herein to induce ACT Inc. to locate and 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, the City and ACT Inc. have determined to enter into this Agreement to
provide these incentives to induce ACT Inc. to locate its operations within the City.
Now THEREFORE, the City and ACT Inc. covenant agree and obligate themselves as
follows:
Section 1. ACT Inc. A~,reement to Locate Jobs. ACT Inc. will establish its operations
at 6141 Avery Road in the City of Dublin. ACT Inc. will occupy the Dublin facility no later than
April 1, 2005 and will employ and maintain at least 28 fulltime employees within the City of Dublin
as part of its operations. The average initial annual wage of these 28 employees is estimated to be
$71,492, and the workforce is expected to grow to 78 fulltime employees with an average annual
wage of $93,281 by 2013, with a total estimated payroll withholdings of $828,927 over a nine year
period (2005 through 2013). ACT Inc. will purchase the 6141 Avery Road, Dublin facility. Proof
of such purchase will be presented to the City of Dublin as soon as practical after execution and
prior to receiving any incentive or grant from the City of Dublin.
Section 2. City Agreement to Provide Incentives.
(a) General. In consideration for ACT Inc.'s agreement to locate its operations' workforce
and associated payroll within the City, the City agrees to provide economic development
incentives to ACT Inc. in accordance with this Section.
(b) Relocation Grant. ACT Inc. will update needed infrastructure and the property as a
result of its move to the Dublin facility totaling approximately $200,000. The City
agrees to provide a grant to be used for this purpose. The City's grant to ACT Inc.
will total $70,000. The City will execute a payment of $30,000 to ACT Inc. upon
occupancy of the facility but no earlier than April 1, 2005. The City will execute a
second payment of $40,000 to ACT Inc. no later than March 1, 2006 providing the
2005 prorated Target Withholdings is met (see 2(c)(iii) below) .
(c) Withholding Rebate Incentive.
(i) Calculation of Actual Withholdings. On or before March 15 of each of the
years 2006 thru 2013 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") meet or 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 ACT Inc. in the City of Dublin
and working at the Dublin facility. ACT Inc. agrees that, in accordance
with the Dublin City Code, the annual payroll reconciliation relating to
ACT Inc.'s Employees will be provided to the City prior to February 28 of
each calendar year.
(ii) Payments to ACT Inc.. If the Actual Withholdings meet or exceed the
Target Withholdings for the preceding calendar year, the City shall, on or
before April 15 of the then current calendar year, pay to ACT Inc., solely
from non-tax revenues, the incentive amount set forth in the following
schedule.
(ii) Target Withholdings and Incentive Payments. With respect to the Actual
Withholdings collected during each of the calendar years 2006 thru 2013
(8 years), the Target Withholdings and Incentive Payment to be paid in
respect of each of those calendar years shall be paid in accordance with
the following schedule:
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Calendar Year
2005 (prorated, 9 months)
2006
2007
2008
2009
2010
2011
2012
2013
2014
Target Withholdings
$32,182
$56,547
$66,338
$78,315
$91,002
$101,016
$113,344
$129,990
$149,465
$0
Incentive Payment (10% of
Actual Withholdings for the
Preceding Calendar Year)
$0
$0
$5,655
$6,634
$7,832
$9,100
$10,102
$11,334
$12,999
$14,947
The payments provided for in this Section 2 shall be made by the City to ACT Inc. by
electronic funds transfer or by such other manner as is mutually agreed to by the City and ACT Inc..
(d) Forfeiture of Incentive Payment. ACT Inc. agrees that if the target withholding is not
met, as set forth in 2(c) above for any given year, the City is not obligated to make any incentive
payment to ACT Inc. for the year in which the target was not met. Failure to meet the withholding
target in any one calendar year does not prohibit ACT Inc. from receiving an Incentive Payment for
any subsequent year in which the target is met in accordance with the above schedule.
(e) 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 ACT Inc. 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 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.
(f) Applicable Cit~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%).
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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:
(i) the City at:
(ii) ACT Inc. at:
City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
Automation and Control Technology, Inc.
PO Box 82186
Columbus, Ohio 43202
Attention: Charles A. Totel, President
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 ACT Inc. in other than his or her
official capacity. No official executing or approving the City's or ACT 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.
(c) Successors. This Agreement shall be binding upon and inure to the benefit of ACT Inc.
and its successors and assigns.
(d) Recitals. The City and ACT 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 ACT Inc.
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(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 ACT 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.
(j) Survival of Representations and Warranties. All representations and warranties of
ACT Inc. and the City in this Agreement shall survive the execution and delivery of
this Agreement.
(k) Notwithstanding any clause or provision of this Agreement to the contrary, in no
event shall City or ACT 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.
(Signature Pages to Follow)
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Itv Wi~ss WxExEOF, the City and ACT 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:
By:
Printed: Stephen J. Smith
Title: Director of Law
CITY OF DUBLIN, OHIO
By:
Printed: Jane Brauti~am
Title: City Manager
ACT 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
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: , 2004
Marsha I. Grigsby
Deputy City ManagerlDirector of Finance
City of Dublin, Ohio
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