08-05 OrdinanceRECORD OF ORDINANCES
Blank, Inc.
Ordinance No.
08-OS Passed , 20
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES FOR PURPOSES OF LOCATING
MINDLEADERS.COM, INC. AND ITS WORKFORCE TO
THE CITY, AND AUTHORIZING THE EXECUTION OF AN
ECONOMIC DEVELOPMENT AGREEMENT
WHEREAS, consistent with the Economic Development Strategy approved by Dublin
City Council Resolution No. 07-94 on June 20, 1994, this Council desires to encourage
commercial office development and provide for the creation of employment opportunities
within the City; and
WHEREAS, MindLeaders.com, Inc. ("MindLeaders"), based on the results of its recent
comprehensive examination of workforce and facilities needs, and induced by and in
reliance on the economic development incentives provided in this Agreement, is desirous
of relocating its office and workforce to the City; and
WHEREAS, this Council has determined to offer certain 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
MindLeaders to relocate its operations and workforce to the City, thereby creating
additional jobs and employment opportunities and improving the economic welfare of the
people of the State of Ohio and the City, all pursuant to Section 718.08 of the Ohio
Revised Code and 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 these
economic development incentives to induce MindLeaders to relocate its operations and
workforce to the City and to provide for the execution and delivery of that Economic
Development Agreement with MindLeaders;
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 City hereby finds and determines that the provision of certain economic
development incentives as described in the Economic Development Agreement (as
described below) is necessary and appropriate and in the best interests of the City to
provide for the creation of 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
Section 718.08 of the Ohio Revised Code and Article VIII, Section 13 of the Ohio
Constitution.
Section 2. The Economic Development Agreement by and between the City and
MindLeaders, in the form presently on file with the Clerk of Council, providing for,
among other things, the provision of economic development incentives in consideration
~I for MindLeaders' agreement to relocate its operations and a majority of its 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
Develo ment A Bement rovided further that the a royal of chan es thereto by those
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officials, and their character as not being substantially adverse to the City, shall be
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evidenced conclusively by their execution thereof. This Council fort
City Manager and the Director of Finance, for and in the name of the City, to execute any
~i~ 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 further hereby authorizes and directs the City Manager, the
Director of Finance, the Director of Law, the Clerk of Council, or other appropriate
RECORD OF ORDINANCES
Ordinance No
Inc.
08-OS Passed Page
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 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 5. This Ordinance shall be in full force and effect on the earliest date permitted
by law.
Signed:
Presiding Officer
Attest:
Clerk Council
'',, I ~
Passed: ~cbr~.tQrl1~7 , 2005
Effective: ~q,r -~ 4 , 2005
I hereby certify that copies of this j
Ordinance/Resolution were posted in the'
City of Dublin in accordance with Section i
731.25 of the Ohio Revised Code.
uty Clerk of Council, Dublin, Ohio
Department of Economic Development
5800 Shier Rings Road, Dublin, Ohio 43016-1236
cc~r of nus~N phone: 614-410-4600 • Fax: 614-761-6506
To: Members of Dublin City Council
From: Jane S. Brautigam, City Manager ~ ~,,,,,.,...5. p
Date: January 12, 2005
Memo
Initiated By: Dana L. McDaniel, Deputy City Manager/Director of Economic Development
Colleen M. Gilger, Economic Development Specialist
Re: Ordinance No. 08 -05
Summary:
Staff has been in discussions with MindLeaders.com, Inc. regarding the possibility of a Dublin location for its
new corporate headquarters. MindLeaders Director of Human Resources Doug Bruce said that his company was
interested in a community that supports technology companies, and that had a northwest or west location based on
the distribution of where the company's workforce lives.
MindLeaders.com, Inc., currently located at the Third Avenue Big Bear Stores Office Complex in Grandview
Heights, provides e-learning solutions that help leading enterprises throughout the world achieve business goals.
As a provider of learning solutions since 1981, enterprises primarily select MindLeaders to fulfill their training
needs due to a combination of quality products, sizeable course library, integrated solutions, dependable support
and unmatched service. MindLeaders has 1.4 million licensed learners worldwide, offers over 1900 courses with
over 250 new courses added per year, and boasts over 20-years experience developing courseware.
MindLeaders currently employs 180 people with an average salary of $68,000, equating to an annual payroll of
$12,240,000. The number of employees MindLeaders anticipates employing in Dublin will be: 180 in 2005; 210
in 2006; 230 in 2007; 260 in 2008; and 280 in 2009. Company officials anticipate MindLeaders will occupy its
Dublin facility by April 15, 2005.
Ordinance No. 08-OS legislates an Economic Development Agreement between the City and MindLeaders that
+~~ includes athree-year, 10 percent income tax rebate incentive tied to significant job and payroll growth. The City
also offers two additional extraordinary performance years of 10 percent income tax rebate should MindLeaders
consistently reach each of its predetermined withholdings targets in the first three years of the agreement. The
City also will provide a Technology Grant of $275,000 to be paid as $150,000 in 2005 and $125,000 in 2006 for
the purpose of upgrading the facility's technology platforms.
Should MindLeaders achieve all predetermined annual targets tied to job growth, the company could potentially
receive a total incentive worth $458,000 (which includes the Technology Grant dollars). Over the term of this six-
year agreement, the City is estimated to receive approximately $2.1 million in income tax withholdings.
Conclusion:
Staff recommends the Economic Development Agreement and Ordinance No. 08-OS be accepted by City Council
on February 7, 2005.
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, Oxlo (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 MindLeaders.com, Inc.
( "MindLeaders.com ") an Ohio corporation with its offices located in Dublin, 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
WI-IEREAS, MindLeaders.com desires to locate its operations and related workforce of 230
employees within the City of Dublin; and
WHEREAS, the City has determined to offer economic development incentives described
herein to induce MindLeaders.com to locate and establish 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 MindLeaders.com have determined to enter into this Agreement
to provide these incentives to induce MindLeaders.com to locate and expand its operations
within the City.
Now THEREFORE, the City and MindLeaders.com covenant agree and obligate themselves
as follows:
Section 1. MindLeaders.com's Agreement to Locate and expand Jobs.
MindLeaders.com will establish operations in the City of Dublin. MindLeaders.com will occupy the
Dublin facility no later than April 15, 2005 and will employ 180 employees in 2005; 210 employees
in 2006; 230 employees in 2007; 260 employees in 2008; and 280 employees in 2009. The average
annual wage of these employees for this period is estimated to be $68,000 with a total aggregate
estimated payroll withholdings of $1,578,249 over the same five year period. MindLeaders.com
will execute a three year lease with an option to extend for two additional years. Proof of such lease
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. Cit~A~reement to Provide Incentives.
(a) General. In consideration for MindLeaders.com's agreement to locate and expand its
workforce and associated payroll within the City, the City agrees to provide economic
development incentives to MindLeaders.com in accordance with this Section.
(b) Technology Grant. MindLeaders.com will update computer support systems (i.e.
computer room related equipment and upgrades and CATS cabling). The City agrees
to provide a technology grant to be used for this purpose. The City's technology
grant to MindLeaders.com will total $275,000. The City will execute a payment of
$150,000 to MindLeaders.com upon occupancy of the facility but no earlier than May
1, 2005. The City will execute a second payment of $125,000 to MindLeaders.com
no later than February 1, 2006 providing the 2005 prorated withholding target is met
(see 2(d)(iii) below) .
(c) Use of Optical Fiber and Third Frontier Network. MindLeaders.com has expressed
an interest in using the City's optical fibers and in gaining connectivity to the Third
Frontier Network. The City of Dublin agrees to allow MindLeaders.com the use of
its optical fibers should MindLeaders.com expand into another facility(ies) in the City
of Dublin. Should the City establish "connectivity" with the Third Frontier Network,
the City will extend this access through its optical fibers to MindLeaders.com. The
use of these optical fibers and access to the Third Frontier Network will be
established through a separate Agreement, at a later date.
(d) Withholding Rebate Incentive.
(i) Calculation of Actual Withholdings. On or before March 15 of each of the
years 2007, 2008, and 2009 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
MindLeaders.com and working in the City of Dublin. MindLeaders.com agrees that, in
accordance with the Dublin City Code, the annual payroll reconciliation relating to
MindLeaders.com's Employees will be provided to the City prior to February 28 of each
calendar year.
(ii) Pa~rnents to MindLeaders.com. 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 MindLeaders.com, solely from non-tax
revenues, the incentive amount set forth in the following schedule.
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(iii) Withholdings and Incentive Payments. With respect to the Actual
Withholdings collected during each of the calendar years 2005 thru 2009, the Target
Withholdings and Incentive Payment to be paid in respect of each of those calendar years
shall be as follows:
Calendar Year
Target Withholdings
(Assumes 2.5% annual
growth & new lobs)
Incentive Payment (10% of
Actual Withholdings for the
Preceding Calendar Year)
2005(8 %2 mos prorated)
2006
2007
2008
2009
$173,400
$291,720
$326,213
$375,168
$0
$0
$29,172
$32,621
$37,517
The payments provided for in this Section 2 shall be made by the City to MindLeaders.com
by electronic funds transfer or by such other manner as is mutually agreed to by the City and
MindLeaders.com.
(e) Extraordinary Performance Incentive. The City further agrees that if
MindLeaders.com's aggregate actual withholding for the calendar years 2005-2009 equal or exceed
$1,578,249 ,and the total Actual Withholdings for the calendar years 2009 and 2010 each equal or
exceed $411,748 for 2009 and $422,041 for 2010, the City shall pay to MindLeaders.com an
amount equal to 10% of the actual withholdings for 2009, a fourth year and 2010, a fifth year. The
City acknowledges and agrees to make these payments, if required by this Section 2(d), to
MindLeaders.com no later than April 15, 2010 and 2011 by electronic funds transfer or by such
other manner as is mutually agreed to by the City and MindLeaders.com.
(f) Forfeiture of Incentive Payment. MindLeaders.com agrees that if the target withholding
is not met, as set forth in 2(d) and 2(e) above for any given year, the City is not obligated to make
any incentive payment or Extraordinary Performance Incentive payment to MindLeaders.com for
the year in which the target was not met. Failure to meet the withholding target in any one incentive
or Extraordinary Performance Incentive year does not prohibit MindLeaders.com from receiving an
Incentive Payment or Extraordinary Performance Incentive payment for any subsequent year.
(g) 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 MindLeaders.com 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.
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(h) 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%).
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:
City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) MindLeaders.com at:
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 MindLeaders.com in other than
his or her official capacity. No official executing or approving the City's or MindLeader.com'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
MindLeaders.com and its successors and assigns.
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(d) Recitals. The City and MindLeaders.com 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 MindLeaders.com.
(f) Executed Counterparts. This Agreement maybe 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 MindLeaders.com, 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 R~resentations and Warranties. All representations and warranties of
MindLeaders.com 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 MindLeaders.com 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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IN WITNESS WHEREOF, the City and MindLeaders.com 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: Jane Brautigam
Title: City Manager
By:
Printed: Marsha I. Grigsby
Title: Deputy Manager/Director ofFinance
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
MINDLEADERS.COM
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: , 2005
Marsha I. Grigsby
Deputy City Manager/Director of Finance
City of Dublin, Ohio
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