Ordinance 079-15Dayton Legal Blank, Inc.
79 -15
Ordinance No.
RECORD OF ORDINANCES
Passed
Form No. 30043
20
AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN
INCENTIVES TO DOUCET & ASSOCIATES CO., LPA TO INDUCE IT
TO RETAIN AN 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, Doucet & Associates Co., LPA (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 incentives
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 payroll
withholding targets 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 for certain economic development incentives
to the Company, as described in the proposed Economic Development Agreement;
and
WHEREAS, this Council has determined to offer the 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 the Company
to lease a facility and retain an office and associated operations and workforce, all
within the City, which will result in the retention and creation of new 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, 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 certain economic development incentives in consideration
for the Company's agreement to lease a facility within the City for the location of an
office and associated operations and workforce within the City, which will result in the
retention and creation of new 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 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
RECORD OF ORDINANCES
Dayton Legal Blank, Inc.
Form No. 30043
79 -15 Page 2 of 2
Ordinance No. Passed 20
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.
Si
Aayor"-, Presiding Officer
Attest:
Clerk of Council
Passed: 7 Guth'1 12015
Effective: At�? e Z, 2015
City of Dublin Office of the City Manager
5200 Emerald Parkway •Dublin, OH 43017 -1090 memo
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Dana L. McDaniel, City Man /VW
Date: October 22, 2015
Initiated By: Colleen Gilger, CEcD, Economic Development Director
Rachel S. Ray, AICP, Economic Development Administrator
Re: Ordinance 79 -15 — Economic Development Agreement with Doucet & Associates
Background
Economic Development staff has been in discussions with Dublin -based foreclosure defense and
consumer law firm Doucet & Associates Co., LPA about its interest in relocating and expanding its
corporate headquarters in Dublin. The company currently leases 5,000 square feet of an existing
office building located at 700 Stonehenge Parkway.
Doucet & Associates plans to lease 9,370 square feet in a new office building on Stonehenge
Parkway, with plans to expand to approximately 14,000 square feet within 18 months. This lease
will result in the construction of a new two -story building along Stonehenge Parkway.
The project will result in the retention of 13 existing employees to Dublin, and the addition of 16
new employees by 2021. Additionally, the company works with seven on -site contractors, and
plans to expand this area of work to include an additional 13 contractors by 2021.
The proposed Economic Development Agreement is a five -year, 15% Performance Incentive on
withholdings collected on its employees (2017- 2021), that is capped at $14,000 for the term of the
agreement. The company will also use a $2,500 relocation grant to offset moving costs. In
consideration, Doucet & Associates agrees to add 16 new employees in Dublin by the end of 2021
and execute a minimum seven -year lease. The company must reach predetermined annual
withholdings targets to qualify for these performance incentives.
Based on the company's payroll projections, it is estimated that the City will net approximately
$103,540 in income tax withholding revenue over the seven -year term of this project.
Recommendation
Staff recommends Council passage of Ordinance 79 -15 at the second reading /public hearing on
November 2, 2015. Please contact Rachel Ray with any questions.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this
day of ' 2015, 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 DOUCET & ASSOCIATES Co., LPA, an Ohio professional
association (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 incentives 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. 79 -15 passed on 2015 (the
"Ordinance "), the City has determined to offer the economic development incentives 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 retention and creation
of new jobs and employment opportunities 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 the Company have determined to enter into this Agreement to
provide these incentives in order to induce the Company to lease a facility and retain and expand
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 and Expand Its
Operations and Workforce Within the City. In consideration for the economic development
incentives 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 retain thirteen (13) existing
employee positions within the City. The Company also expects to create sixteen (16) new employee
positions within the City by December 31, 2021. The total estimated payroll withholdings for existing
and new employee positions is estimated to be One Hundred Twenty Thousand Forty and 00, 100
Dollars ($120,040.00) over the term of this Agreement. The Company agrees that the City's
obligations to remit payments pursuant to Section 2 of this Agreement shall be contingent upon (a)
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the Company delivering to the City a fully executed copy of an agreement evidencing the Company's
lease of a minimum 9,370 square foot facility (with an option to expand to 14,050 square feet within
18 months) within the City for a minimum term of seven (7) consecutive years (from 2016 through
2022) (the "Lease ") and (b) such other conditions as are set forth in Section 2.
Section 2. City Agreement to Provide Incentives.
(a) General. In consideration for the Company's agreement to execute the Lease for the
retention of an office and associated operations and workforce within the City, the City agrees to
provide economic development incentives to the Company in accordance with this Section.
(b) Retention Incentive.
(i) Incentive Payment to the Company. The Company agrees to execute the
Lease for the retention of an office and associated operations and workforce within the City.
In consideration of the Company's agreement to execute the Lease and to retain that office
and retain and create additional employment opportunities within the City, the City agrees to
provide to the Company a Retention Incentive (the "Retention Incentive ") in the aggregate
amount of Two Thousand Five Hundred and 00 /100 Dollars ($2,500.00), payable to the
Company within thirty (30) days following the occurrence of (A) the Company's execution
of the Lease and provision to the City of documentation in support thereof and (B) the
occupancy of the space described in the Lease to retain the Company's office and associated
operations and workforce within the City in a manner consistent with this Agreement.
(ii) Forfeiture of Right to Receive Incentive Payment. The Company agrees and
acknowledges that the Retention Incentive provided for in subsection 2(b)(i) is being made
by the City to the Company in consideration for the Company's agreement to execute the
Lease and retain an office and associated operations and workforce within the City and to
retain and create additional 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 Retention Incentive to the Company as required by this subsection
2(b).
(c) Workforce Creation Incentive.
(i) Calculation of Actual Payroll Withholding Taxes. On or before March 15 of
each of the years 2017 through 2021, the City shall calculate the actual payroll withholding
taxes collected and received during the then preceding calendar year and in respect of that
preceding calendar year by the City from all Employees (as defined below). For purposes of
that calculation, the Company acknowledges and agrees that the total amount of actual payroll
withholding taxes in respect of any calendar year shall be determined based solely upon the
amount of payroll withholding tax payments actually received by the City from the Company
during that calendar year. The Company agrees that the determination of whether to include
in such calculation any amount received by the City in respect of any calendar year but
following the conclusion of that calendar year, shall be solely within the discretion of the City.
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For purposes of this Section 2, "Employees" shall include only those individuals employed by
the Company and working within the City.
(ii) Information Relating to o Employees. The Company agrees that, in accordance
with the Dublin City Code, the annual payroll reconciliation and related W -2 forms relating
to its Employees will be provided to the City prior to February 28 of each calendar year.
(iii) Employer Identification Number. The Company's Employer Identification
Number is 36- 4747940. The Company agrees that if the Employer Identification Number
changes at any time during the term of this Agreement, the Company will notify the City of
such change, including the new Employer Identification Number, within thirty (30) days of
the occurrence of such change.
(iv) Annual Incentive Payments to the Company. If the actual payroll withholding
taxes collected and received by the City pursuant to subsection 2(c)(i) during the then
preceding calendar year and in respect of that preceding calendar year from all Employees,
net of refunds (such amount being referred to as the "Actual Withholdings "), equal or exceed
the Target Withholdings (as defined in subsection 2(c)(v)) for that preceding calendar year,
the City shall, on or before April 15 of the then current calendar year, pay to the Company,
solely from nontax revenues (as defined in subsection 2(e)), an amount equal to the product
of (A) the Actual Withholdings for that preceding calendar year, multiplied by (B) fifteen
percent (15 %) (with each such product being referred to as an "Annual Incentive Payment");
provided, however, that (1) the City shall not be required pursuant to this subsection 2(c) to
remit an Annual Incentive Payment to the Company in excess of the Annual Cap (as defined
in subsection 2(c)(v)) in any calendar year, and (2) the aggregate amount of all Annual
Incentive Payments remitted pursuant to this subsection 2(c) by the City to the Company shall
not exceed Fourteen Thousand and 00'100 Dollars ($14,000.00).
(v) Target Withholdings and Annual Cap. The Target Withholdings and Annual
Cap for each of the calendar years 2017 through 2021 shall be:
Calendar Year Target Withholdings Annual Cap
2017 $14,200 $2,300
2018 16,200 2,500
2019 18,300 2,800
2020 20,000 3,200
2021 20,000 3,200
(vi) Forfeiture of Right to Receive Workforce Creation Incentive Payment. The
Company agrees and acknowledges that Annual Incentive Payments provided for in
subsection 2(c) are being made by the City to the Company in consideration for the
Company's agreement to execute the Lease for the retention of an office and associated
operations and workforce within the City and to create additional employment opportunities,
all within the City. The Company further agrees that if the Target Withholdings requirement
is not met for any given calendar year as set forth in subsection 2(c)(v), the City shall not be
obligated to make an Annual Incentive Payment to the Company for the calendar year in
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respect of which the Target Withholdings requirement was not satisfied. Failure to satisfy the
Target Withholdings requirement in respect of any one calendar year does not prohibit the
Company from receiving an Annual Incentive Payment for any subsequent calendar year in
respect of which the Target Withholdings requirement is satisfied.
(d) Method of Payment. The payments 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.
(e) City's 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 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 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 and on a subordinated basis to the payment of debt
service charges as may hereafter be payable on securities of the City which are payable from the
City's nontax 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 nontax 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. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns.
(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.
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(d) DU 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
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. The amount of any
claim by City against the Company shall not exceed the amount paid by the City to Company, and
City shall not be entitled to specific performance under any circumstances.
(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
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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.
(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: Doucet & Associates Co., LPA
700 Stonehenge Parkway (100 Stonehenge Parkway
once move is complete)
Dublin, Ohio 43017
Attention: Troy Doucet
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The Parries, 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 parries hereto, as the case may be.
(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.
(q) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(r) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
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IN WrrrrESS 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.
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
CITY OF DUBLIN, OHIO
IM
Printed: Dana L. McDaniel
Title: City Manager
DOUCET & ASSOCIATES CO., LPA
i
Printed: Troy Doucet
Title: President
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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 2015 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: , 2015
Angel L. Mumma
Director of Finance
City of Dublin, Ohio
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