Ordinance 098-15RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
Ordinance No. 98-15 Passed . 20
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES TO CAREWORKS LTD. TO
INDUCE IT TO RETAIN AND EXPAND AN OFFICE
AND ITS AND ITS AFFILIATED ENTITIES'
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, CareWorks Ltd. (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 renewing a lease for a facility within the City to retain and expand an office
and its and its affiliated entities' 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 renew a lease for a facility and retain and expand an office and its and its affiliated
entities' 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, THE EFORE, 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 renew a lease for a facility within the City for the retention
and expansion of an office and its and its affiliated entities' 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.
RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
Ordinance No. 98-15 Passed Page 2 of 2 .20
Section 3. This Council finds and determines that all formal actions of this Council and 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 Ordina� shall be in full force and effect on the earliest date permitted
by I�,w.
Signed:
Mayor - Pfesiding Officer
Attest: /
Clerk of Council
Passed: 2016
Effective: V Y�QY `� 2016
Office of the City Manager
5200 Emerald Parkway * Dublin, OH 43017-1090
isty of Dublin Phone,* 614-410-4400 * Fax: 614-410-4490
Cit
Dublin City Council
From,: Dana L. McDaniel, City Manag,e
Date,n December 3, 2015
Alk
Re: Ordinance 98-15 - Economic Development Agreement with CareWorks/York Risk
Services Group
Staff has been 'in discussions with CareWorks/York Risk Services Group regarding its need to
renew and expand its office facilities in Dublin. The company plans to grow both its employee
headcount and square footage over the next 12 years, and considered several real estate options.
The company's three facilities in Dublin currently house 1,185 employees.
CareWorks provides a suite of claims and medical management services for workers'
compensation, disability and integrated absence management along with technology and risk
management solutions. In January 2014, the CareWorks Family of Companies were purchased by
York Risk Services Group headquartered in New Jersey.
York first entered the Dublin market in 2011 with its acquisition of Avizent/Frank Gates Ohio
located on Bradenton. These acquisitions have made York one of the largest third-party
2,dministrators in the country.
This new economic development agreement replaces and extends the current EDA set to expire in
2017. The new EDA proposed to the company is a 15 percent Performance Incentive on
withholdings collected (2016-2025), which is capped at $1,809,000 for the term of the agreement.
In consideration, the company will retain 1, 185 jobs, and create 250 jobs in Dublin by the end of
2027. The company will also expand its footprint by 43,000 square feet at 5500 Glendon Court and
renew its lease for all spaces through 2027. This agreement also includes an extension of the
current Dublink IRU agreement through 2027,
The City estimates it will net approximately $9.67 million in total income tax withholdings over thl.,W
term of this agreement, should the company grow according to expectations.
Staff recommends Council passage of Ordinance 98-15 at the second reading/public hearing on
January 12, 2016. Please contact Jeremiah Gracia with any questions.
V ECONOMIC DEVELOPMENT AGREEMENT
a
Ti- iis Ec ic DEVELOPMENT AGREEMENT (the "A�x
,reement"') is made and entered into this
day of 201. 6, by mid betweenthe CITY OF DUBLIN, 01410 (the "City"), a municipal,
corporation duly oroanized and validly existing under the Constitution and the laws of the State of'
" and its Charter,, and CARE WOR.Ks L'I'D., an Ohio limited I iability company (.the e
Ohio (the S'tate
If oml)at l �!, and together with the City, the "Parlielv"') under the circumstances summarized in the
folloT ing recitals.
W
WHEREAS, consistent with. its 'Economic vev e-lopment Strategy (the"SIrcifeir ") 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
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WHEREAS, the City and the Company hereto-fore entered into an Economic Development
Agreement dated Ma y 1 2013 (the"20.13 Agreemenl") pursuant to xvhich the City agreed to provide
certain incentives to the Company,and the Company agreed to retain Jobs nd a create iand. employment
opportunitles within the City; and
W11ER-EAs,,, based on the results of the Company's recent comprehensive examination of
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rKtorce needs, and induced by and in reliance on the economic development incentives provided
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in this Agreement, the C1,ompany desires to retain and expand. an office and its and its Afl,`iliated
En A
tities" (as defined below) associated o' erations and or within the City* and
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WHEREAS, the, City and the Company have determined to enterinto this Agreement (whic
will generally supersede the 2013 Agreement) to provide these incentives in order to induce th
Company to renew a lease for a facility and retain and expand its and its Affiliated Entitie,"',
operations and workforce, all within the City;
Now 1"HEREFORE1, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Cornpqqy's,_A14reement to Renew a f,ease !"or a Facllitv and Retain and
Expand Its and Its Affiliated Entities 01 f-N erationsmcd Workforce Within the In consideration
for the economic development incentives to be provided by the City herein the Company agrees that
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3ection 2. City, Agreement to Provide Incentives.
Via) General. In consideratlon -for the Company s agreement to execute the I ease for ttie
retention and expansion of an office and its and its Affiliated Entities' associated operations and
work-force s o r
within. the Cltv,, the City agree t povide co
enomic development o the incentives t
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Company in accordance with this Section.
(b) Workforce Creation Incentive.
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included in the computations described in this Section 2 until such -time as EXHIBITA shall
have been revised in NNrritin(y by the Company to include the nan-ie of the Affiliated, Entitv and
that Entity's Federal Employer Identification Number, and such revision. shall have been
approved in writing by the City, which approval shall not be unreasonably conditioned,
delayed or withheld.
(11) Infortnation Relatiuy to Empl, es. The Company agrees that., in accordance
-with the Dublin City Code, the annual pavroll reconciliation and related W-2 forms relating
to its Employees will be provided to the City prior to February 28 of each calendar year.
Federal, EMployer Identification Number. The Company's Federal Employer
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Identification Number is The Company agrees that if the'.F k eaeral Employer
Identification M changes at any time during the term of this Agreement, the Company
will notitv the City of such change, including the new Federal Employer Identification
Number, within thirty (3 )0) days of the occurrence of such change.
(REMAINDER OF PAGE INTENTIONAL1,Y LEFT BLANKI
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( . v) Tar�4et Withholdings.and Annual CV. The'Farget Withholdings and Annual
Cap for each of the calendar years 2016 through 2025 shall be:
Calendar Year
Target,,VV I ithholdings
Annual Cap
2016
$ 1, 00,,000
$'16700
2017
1 q 078,720
170,000
2018
11098,220
1,73,000
2019
1 1. 1, 7,720
176000
2020
IJ -37,220
179,000
202 1
1, i 1571220
181"000
2022
L 178,020
186000
2023
1, W820
189.,000
2024
1 X219,620
192,000
2025
1,2401,680
1.951,000
(c) 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.
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Section 3 ). Miscelhtneous.
(a) Assig ment. This Agreement may not assignect without the prior written consent
of all. non-assigning Narte s except that the Company may assign this Agreement to an Affiliated
Entity without the City's consent.
(b) Binding Effect. The provisions of this Agreement shall bind* be
i ing 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 descn*be the scope or intent of anv 0 . *ons of this Agreement.
provisions or secti
(e) Dqy for Performance. Wherever herein there is a day or t*
ime period established for
perfom-iance and, such day or the expiration of such tii-ne periodIs a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
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assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to Ohio Revised
('...ode Section 292 )o 1. 1, 3(F)(1), which, is punishat)le by a fine of not more than $ 1,000 and/or a tern-i of
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imprisonment of not more than six months
The Parties acknowledge that a separate agreement will be executed between the Parties to
provide to the Company a certain number of fibers in the City's Dublink fiber optic network.
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Executed Countervarts. r- i nis Aareement may be executed in several counterparts,
each of NNrhich shall be deemed to constitute an original., I 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.
(k Governing _L . This Agreement shall. be govemed by and construed in accordance
with the laws of the State of Ohio 'V v ithout regard to its principles of conflicts of laws. All claims,
counterclaims, disputes and other matters in, question between the C v -J . its a ents and employees, and
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the Company,,, its employees and. agents, arising out of or relating to this Agreement or its breach will
be decided iin a court of com-petentjurisdiction within Franklin County, Ohio.
( . m) Limit on fj.abilitv. Notwithstanding any clause or provision of this Agreement to th
contrary,, in no event shall City or the Company be liable to each other for punitive,, specia,
consequential,, or indirect damages of anv type and, regardless of whether such damages are claime
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under contract., tort (including neglio'ence and strict liabilitv) or any other theory of law.
the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention.* Econoinic Development Director
the Company at-.- CareWork-s Ltd.
"555 Glendon Court
Dublin, Ohio 43016
Attention.- Chief Financial Officer
The Parties, by notice given hereunder, may designate ativ further or diffierent addresses to whic
subsequent notices- certificates, requests or other communications shall be sent.
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Agreement to theParties hereto may be exercised. from. time to time and, as often as may be deemed
expedient by the parties hereto, as the case may be.
(p) Recitals. The Parties acknowledge and agree that the facts and circumstances as
d.escrIbed in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
(r) Survival of Representations and. Warranties. All representations and warranties of the
Parties in this Agreement shall, survive the execution and delivery of this Agreement.
(s) 'I'h.ird Partv Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person (other than. an Affiliated Entity) anv right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.
(REMAINDER OF PAGE IN` EN-FIONAt.,t,y LEFT BLANK --- SIG N ATUIRE PAGE Foi-iows)
INIWITNESS WHEREOF, the City and the Company have caused this Agreement to be executed
in their respective names by their duly authorized representat]N,-es, all as of the date first written above.
Approved as to Form.-
By:
.Printed--- Stephen J. Smith
Title.-,- Director of Law
0
Printed: Dana. L McDaniel
Title: City Manager
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Dated: 201.6
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Angel L. Mumma
Director of Finance
City of Dublin, Ohio
LIST OF AFFILIATED ENTITIES
.Full Company Name
54-2192960
14703 05
31-1470-304
54-2193040
31-16-")'6465
31-1775640
31-161,71,55
13-1.96"36-36
13-1963636
, WWOO,
man
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I ne Clity of Dublin, Ohio, Indefeasable Right-to-Use Agreement ("IRU") by and between
the City of Dublin and CareWork's Family of Companies dated May 21, 2013, is newly hereby
amended as follows:
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WHEREAS, the City of Dublin ("Dublin") lias proposea 1 11 inancial and fiber incentives to
the Care Work- Family of Companies ("CareWork"); and
WHEREAS, CareWork- has accepted those incentives Inc. will execute an Economic
Development Agreement with the City ("E DA"); and
WHEREAS, the affiliated companies listed in the EDA are set forth below.-
3. Should the York Risk Services Group leave the 5000 Bradenton location than the
IRU terminates for that location.
ININEMIOW11-1
IN WITNESS WHEREOF the Parties have executed and delivered this Agreement
effective the day and year first above written'.
CareWorks,'Fan-iily of Companies
lts:�
City of Dublin, Ohio, an Ohio muni.cipal
corporation.
By*-
Its..—
Steve J. Smith
Law Director 1
C*ty of Dublin., Ohio
MMMEM�
t
ty
Mr. Lisle Smith, CFO
Care Works
5500 Glendon Court
Dublin., OH 43017
Delivered via email
5000 Bradenton Avenue, Dubli Ohio 43017
5555 Glendon Court, Dublin, Ohio 43017
5500 Glendon Court, Dublin, Ohio 43017
This letter is a further confirmation that all the terms and conditions of the existing indefeasible
Right to Use Agreement are still in affect and that CareWorks intends to comply with all of those,
provisions.
As always, please work with the Fishel Company regarding splicing and access to the system.
If you have any questions regarding this letter or any issues involving the fiber system, please do
not hesitate to call.
N=
Colleen M. Gilger
Director of Economic Development
C: Dan Sullivan, President, Frank Gates Ohio, a York Risk Services Group companjo