11-05 Ordinance RECORD OF ORDINANCES
Dayton Legal Blank. Inc _ _ _ Form IJ~._3Q(kl3 _ _
11-05
Ordinance No. Passed 20
AN ORDINANCE AUTHORIZING THE EXECUTION OF
AN ECONOMIC DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DUBLIN AND WD
PARTNERS TO INDUCE LOCATING AND EXPANDING
ITS OPERATIONS WITHIN THE CITY OF DUBLIN.
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 provide
for the creation of employment opportunities within the City; and
WHEREAS, WD Partners ("WD Partners"), 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 locating 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 WD Partners 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 WD Partners to locate its operations and
workforce to the City and to provide for the execution and delivery of that Economic
Development Agreement with WD Partners;
NOW, THEREFORE, BE IT ORDAINED by the ouncil 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 WD
Partners, in the form presently on file with the Clerk of Council, providing for, among
other things, the provision of economic development incentives in consideration for
WD Partners' agreement to locate 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
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.
RECORD OF ORDINANCES
D<ryron Legal Blank. Inc. Form No. 30043 _
Ordinance No. 11-OS Passed Page 2 , 20
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
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:
Mayor -Presiding Officer
Attest:
Clerk of Council
Passed:~~.~~lcGZ 2005
Effective: /~G~.~iti~- 2005
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.
~ .1D~~
D~ty Clerk of Council, Dublin, Ohio
Economic Development
5800 Shier Rings Road, Dublin, Ohio 43016-1.236
CITY OF DUBLIN phone: 614-410-4600 • Fax: 614-761-6506
Memo
To: Members of Dublin City Council
From: Jane S. Brautigam, City Manager
Date: February 2, 2005
Initiated By: Dana L. McDaniel, Deputy City Manager/Directar of Economic Development
Colleen M. Gilger, Economic Development Specialist
Re: Ordinance No. 11-05
Economic Development Agreement with WD Partners
Summary:
Staff has been in discussions with WD Partners, Inc. regarding the possibility of a Dublin location for its new,
consolidated corporate headquarters.
WD Partners, Inc., an architectural and engineering firm, expects to close on its planned purchase of the two-
building office campus at 7001 Discovery Blvd. in late March. The company would relocate this fall after making
interior improvements.
The 347,000-square-foot former-Metatec complex is more than fotu- times larger than the combined 80,000 square
feet the firm owns and leases in three separate locations in Columbus. The company initially will take 110,000
square feet and permit Inoveris, the (former Metatec operation), to stay as tenant in the remainder of the property.
WD Partners currently employs 300 people in Central Ohio with an average salary of $55,000, equating to an
annual payroll of $16.5 million. WD Partners anticipates 2.5 percent payroll growth annually as well as 5 percent
annual growth in the number of employees. Company officials anticipate WD Partners will occupy its Dublin
facility by fourth quarter 2005.
Ordinance No. 11-OS legislates an Economic Development Agreement between the City and WD Partners that
includes a 10-year, 25 percent tax rebate incentive tied to significant job and payroll growth. The City also offers
additional extraordinary performance incentives should WD Panne;rs consistently exceed each of its
predetermined withholdings targets. The City also will provide aProperty/Technology Grant of $200,000 for the
purpose of purchasing the former Metatec facilities and upgrading the facility and its technology platforms.
Should WD Partners achieve all predetermined annual targets tied to job growth as set forth in the Agreement, the
company could potentially receive a total incentive worth $1.7 million (which includes the Property/Technology
Grant dollars and extraordinary performance payments). Over the term of this agreement, the City is estimated to
net approximately $4.5 million in income tax withholdings.
Conclusion:
Staff recommends the Economic Development Agreement and Ordinance No. 11-OS be accepted by City Council
on February 22, 2005.
7001 Discovery Blvd.
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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 WD Partners, Inc. ("WD Partners") an Ohio
corporation with its offices currently located at 1201 Dublin Rd., Columbus, Ohio 43215, 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, WD Partners desires to locate its operations and related workforce of 300
employees within the City of Dublin; and
WHEREAS, the City has determined to offer economic development incentives described
herein to induce WD Partners 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 WD Partners have determined to enter into this Agreement to
provide these incentives to induce WD Partners to locate its operations within the City.
Now THEREFORE, the City and WD Partners covenant agree and obligate themselves as
follows:
Section 1. WD Partners A~xeement to Acquire Dublin Facility and Locate Jobs. WD
Partners agrees that it will acquire the property and establish its operations at 7001 Discovery
Boulevard, Dublin, Ohio (formerly known as Metatec Blvd.) in the City of Dublin... WD Partners
will occupy the Dublin facility no later than October 1, 2005 and will employ and maintain at least
300 employees within the City of Dublin as part of its operations. The average annual wage of
these employees for this period is estimated to be $55,000 with total estimated payroll withholdings
of $5,136,861 over a ten year period. WD Partners will purchase the 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. CitYA~reement to Provide Incentives.
(a) General. In consideration for WD Partners' agreement to locate its operations'
workforce and associated payroll within the City, the City agrees to provide economic
development incentives to WD Partners in accordance with this Section.
(b) Technology/Property Grant. WD Partners will update needed equipment and
property as a result of its move to the Dublin facility. In consideration of that
agreement to update such equipment and otherwise locate its workforce within the
City, the City agrees to provide a grant to WD Partners in the amount of $200,000.
The City will execute a payment of $200,000 to WD Partners upon its occupancy of
the facility but no earlier than April 1, 2005.
(c) Withholding Rebate Incentive.
(i) Calculation of Actual Withholdings. On or before March 15 of each of the
years 2006 thru 2015 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 in subparagraph (iii) below.
For purposes of this Section 2, "Employees" shall include all individuals employed by
WD Partners in the City of Dublin and working at the Dublin facility. WD Partners agrees
that, in accordance with the Dublin City Code, the annual payroll reconciliation relating
to WD Partners' Employees will be provided to the City prior to February 28 of each
calendar year.
(ii) Payments to WD Partners. If the Actual Withholdings meets or exceeds the
Target Withholdings for the preceding calendar year, the City shall, on or
before April 15 of the then current calendar year, pay to WD Partners, solely
from non-tax revenues, an amount equal to the product of (1) an amount
equal to the Actual Withholdings (net of refunds paid to employees by the
City), multiplied by (2) the incentive factor (25%) as set forth by the
schedule in subparagraph (iii) below.
Remainder ofpage intentionally le t blank
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(iii) Withholdings and Incentive Payments. With respect to the Actual
Withholdings collected during each of the calendar years 2006 thru 2015 (10
years), inclusive, 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:
Calendar Year Target Withholdings (1) Base Incentive Payment (2)
2005 (3 mos prorated) $82,500 $0
2006 $355,163 $20,625
2007 $382,244 $88,791
2008 $411,390 $95,561
2009 $442,758 $102,847
2010 $476,518 $110,690
2011 $512,853 $119,130
2012 $551,958 $128,213
2013 $594,045 $137,990
2014 $639,341 $148,511
2015 $688,091 $159,835
2016 $172,023
(1) -Assumes 2.5% annual payroll growth and additional employees at 5% growth/year
(2) -Base Incentive payment equals 25% of actual withholdings for respective calendar year
The payments provided for in this Section 2 shall be made by the City to WD Partners by
electronic funds transfer or by such other manner as is mutually agreed to by the City and WD
Partners.
(d) Additional Incentives. The City and WD Partners agree that if WD Partners WD
Partners will be entitled to an increase in incentive payments equal to fifty percent (50%) for
only those withholdings above the target withholdings This annual "extraordinary performance
bonus payment" will be capped at $20,000 annually, and will not exceed $200,000 over the term
of the Agreement. A model is provided in Exhibit A to demonstrate how the "extraordinary
performance bonus payment" is to be paid.
(e) Forfeiture of Incentive Payment. WD Partners agrees that if the Target Withholdings is
not met, as set forth in 2(c)(iii) above for any given year, the City is not obligated to make any
incentive payment to WD Partners for the year in which the target(s) was not met. Failure to meet
the Target Withholdings in any one incentive year does not prohibit WD Partners from receiving an
Incentive Payment for any subsequent year in which the Target Withholdings is met.
(f) City s Obligation to Make Pa~nnents 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
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general credit or taxes levied by the City, and WD Partners 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.
(g) Applicable City 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 se;t 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, ovenught 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 Raad
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) WD Partners at:
1201 Dublin Rd.
Columbus, OH 432X5-1026
Attention:
The parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(b) Extent of Provisions; No Personal Liability. All rights, remedies, representations,
warranties, covenants, agreements and obligations of tree City under this Agreement shall be
effective to the extent authorized and perntted 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 WD Partners in other than his or
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her official capacity. No official executing or approving the City's or WD Partners' 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 WD
Partners and its successors and assigns.
(d) Recitals. The City and WD Partners 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 ~unended by written instrument executed
by the City and WD Partners.
(fl 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 cove;nant, 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. Tlus 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 WD Partners, 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 1?ranklin County, Ohio.
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(j) Survival of Representations and Warranties. All representations and warranties of
WD Partners and the City in this Agreement shall survive the execution and delivery
of this Agreement.
(k) Notwithstanding any clause or provision o:f this Agreement to the contrary, in no
event shall City or WD Partners 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.
IN WITNESS WHEREOF, the City and WD Panne;rs 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: Cit}!
Manager
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
WD PARTIKERS
By:
Printed:
Title:
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FISCAL OFFICER'S CERT:(F'ICATE
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 Manager/Director of Finance
City of Dublin, Ohio
Exhibit "A"
Extraordinary
Performance Model Excess 50% of Excess Cap on
Assuming 20% Withholdings Withholdings Extraordinary Extraordinary
Calendar Base Target Withholding over Base Target: over Base Target Performance Performance
Year Withholdings Growth Withholdings Withholdings Payment Payment
2005 $82,500 $99,000 $16,500 $0 $0 $0
2006 $355,163 $426,196 $71,033 $8,250 $20,000 $20,000
2007 $382,244 $458,693 $76,4491 $35,517 $20,000 $20,000
2008 $411,390 $493,668 $82,278 $38,225 $20,000 $20,000
2009 $442,758 $531,310 $88,552: $41,139 $20,000 $20,000
2010 $476,518 $571,822 $95,304 $44,276 $20,000 $20,000
2011 $512,853 $615,424 $102,571 $47,652 $20,000 $20,000
2012 $551,958 $662,350 $110,392! $51,286 $20,000 $20,000
2013 $594,045 $712,854 $118,8051 $55,196 $20,000 $20,000
2014 $639,341 $767,209 $127,86E1 $59,405 $20,000 $20,000
2015 $688,091 $825,709 $137,61Et $63,934 $20,000 $20,000
2016 $68,809 $20,000 $20,000
Totals $5,136,861 $6,164,235 $1,027,374 $513,689 5220,000 E220,000
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