39-06 Ordinance RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
39-06
Ordinance No. Passed 20
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES FOR PURPOSES OF
ENCOURAGING THE ESTABLISHMENT BY RAY &
BARNEY GROUP OF ITS 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 and retail development
and provide for the creation of employment opportunities within the City; and
WHEREAS, Ray & Barney Group ("RBG is desirous of establishing its operations
and workforce within the City in consideration for the provision by the City of
economic development incentives; and
WHEREAS, this Council has determined to offer 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 RBG to
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, this Council finds that it is in the best interest of the City to provide those
economic development incentives to induce RBG to establish its operations and
workforce within the City and to provide for the execution and delivery of that
Economic Development Agreement with RBG;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
Franklin, Union and Delaware Counties, State of Ohio, l- of the elected members
concurring, that:
Section 1. The Economic Development Agreement by and between the City and RBG,
in the form presently on file with the Clerk of Council, providing for, among other
things, the provision of incentives to RBG in consideration for RBG's agreement to
establish its operations and workforce within the City, is hereby approved and
authorized with changes therein not inconsistent with this Ordinance and not
substantially adverse to this City and which shall be approved by the City Manager and
Director of Finance. The 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.
Section 2. This Council further hereby authorizes and directs the City Manager, the
Clerk of Council, the Director of Law, the Director of Finance, or other appropriate
officers of the City to prepare and sign all agreements and instruments and to take any
other actions as maybe appropriate to implement this Ordinance.
Section 3. This Council finds and determines that all formal actions of this Council
concerning and relating to the passage of this Ordinance were taken in an open meeting
RECORD OF ORDINANCES
Dayton Legal Blank. Inc. Form No. 30043
39-06 Page 2
Ordinance No. Passed 20
of this Council and that all deliberations of this Council that resulted in those formal
actions were in meetings open to the public in compliance with the law.
Section 4. This Ordinance shall be in full force and effect on the earliest date
permitted by law.
Signed:
lih-Mayor - resid ng Of cer
J Attest:
Clerk of Council
Passed: ~ 7 , 2006
Effective: , 2006
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.
De ty Clerk of Council, Dublin, Ohio
Office of the City Manager
5200 Emerald Parkway, Dublin, Ohio 43016
CITY OF DUBLIN Phone: 614-410-4400 • Fax: 614-410-4490
Memo
To: Members of Dublin City Council
rr
From: Jane S. Brautigam, City Managez~J~' Qi~~a~?',...]
Date: May 30, 2006
Initiated By: Colleen M. Gilger, Acting Director of Economic Development
Re: Ord. 39-06 -Economic Development Agreement with Ray & Barney Group
Summary
Staff has been in discussions with Ray & Barney Group ("RBG") regarding the possibility of a Dublin
location for its new headquarters.
Ray & Barney Group is a company dedicated to transforming client human resources and information
technology functions into strategic business units that create business value and competitive advantage.
RBG helps its clients find, develop and maximize the people who work for them. With a focus on
delivering a better value proposition for human capital investments, RBG's products and services help
companies grow their top and bottom lines. The fast-growing company, which employed less than 10
people in 2002, also operates aCincinnati-based office. It currently employs 42 people.
RBG currently employs 28 people in Central Ohio with an average salary of $57,000, equating to an
annual payroll of $1.6 million; these jobs will locate to a facility in Dublin. RBG expects to finalize its
lease at 555 Metro Place N. in mid-summer. RBG also plans to add 10 new employees annually for the
next five years, making it at least 78 employees-strong in Dublin by 2011, which will add $347,126 in
new income tax revenue to Dublin during the term of the Agreement.
Ordinance 39-06 authorizes an Economic Development Agreement between the City and RBG that
includes afour-year, $40,000 incentive (paid annually in $10,000 increments) tied to the company
meeting predetermined, annual job and payroll growth commitments.
The City also will provide a Technology and Location Grant of $25,000 (payable in two installments of
$15,000 and $10,000) for the purpose of upgrading the Metro Place facility and technology platforms. If
the company chooses not to extend its lease after five years and leaves Dublin, a 50 percent repayment
of the grant is required within 30 days of lease expiration. The City also offers an additional bonus
payment of $10,000 should RBG extend its lease after five years for at least an additional five years at
the Metro Place location or at another Dublin site.
Over the term of this agreement, RBG is estimated to receive $75,000, should it meet each annual target
and objective set forth in the Agreement; while the City is estimated to net approximately $272,126 in
income tax withholdings.
Recommendation
Staff recommends the Economic Development Agreement and Ordinance No. 39-06 be approved by
City Council on June 19, 2006.
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into
this day of , 2006, 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 Ray & Barney Group. ("RBG") an
Ohio corporation, 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 and retail development and provide for the retention and creation
of employment opportunities within the City; and
WHEREAS, RBG desires to locate its operations and initial workforce of approximately 28
fulltime employees within the City of Dublin in 2006, growing to 78 employees by 2011; and
WHEREAS, pursuant to Ordinance No. 39-06 passed , 2006
(the "Ordinance"), the City has determined to offer economic development incentives described
herein to induce RBG 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 RBG have determined to enter into this Agreement to provide
these incentives to induce RBG to locate its operations and create its workforce within the City.
Now, THEREFORE, the City and RBG covenant agree and obligate themselves as follows:
Section 1. RBG Agreement to Create Jobs. RBG agrees that it will establish its office
at 555 Metro Place N. in the City of Dublin (the "Dublin Facility"). RBG will occupy the Dublin
Facility no later than August 31, 2006 and will employ at least 28 fulltime employees within the
City of Dublin as part of its operations, growing that workforce with the addition of 10 employees
annually for afive-year period. The average annual wage of these employees for this period is
estimated to be approximately $57,000 with total estimated payroll withholdings of approximately
$347,126 over afive-year period. RBG will lease its Dublin Facility for a minimum of five (5)
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 from the City of Dublin.
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Section 2. Cit~greement to Provide Incentives.
(a) General. In consideration for RBG's agreement to locate its operations' workforce
and associated payroll within the City, the City agrees to provide economic development incentives
to RBG in accordance with this Section.
(b) Technol~,y & Location Grant. RBG 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 operations' workforce within the City, the City agrees to
provide a grant to RBG in the amount of $25,000 (the "Grant"). The City will make the first
installment payment ($15,000) of the Grant to RBG no earlier than 30 days after agreement
execution. Prior to making the initial payment of the Grant to RBG, the City also must receive an
executed copy of a lease agreement providing for a lease to RBG of the Dublin Facility for a
term of not less than five (5) years with a five (5) year option to extend, and proof of employment
of at least 28 full-time employees within the City by August 31, 2006. The second installment
payment ($10,000) is due on and not before March 31, 2007. At its sole discretion, and prior to
the payment(s) of the Grant, the City may request any reasonable documentation with respect to
how RBG intends to use the Grant, to ensure that the Grant achieves the purpose for which it has
been granted under this Agreement.
(c) Performance Incentive.
(i) Calculation of Actual Withholdings. On or before March 15 of each of the
years 2008 thru 2011 the City shall determine whether the actual payroll withholding
taxes collected during the preceding calendar years 2007 thru 2010 by the City from all
Employees (the "Actual Withholdings") meet or exceed the target withholdings for that
preceding calendar year (the "Target Withholdings"), 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 RBG in the City of Dublin and working at the Dublin
Facility. RBG agrees that, in accordance with the Dublin City Code, the annual payroll
reconciliation relating to the Employees will be provided to the City prior to February 28
of each calendar year.
(ii) Payments to RBG. 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 RBG, solely from non-tax revenues, $10,000 (the
"Incentive Payment").
(iii) Withholdings and Incentive Pa
ny~ents. With respect to the Actual
Withholdings collected during each of the calendar years 2007 thru 2010, 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:
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Calendar Year Target Withholdings (1) Base Incentive Payment (2) Maximum Payment
2007 $42,960 N/A N/A
2008 $54,249 $10,000 $10,000
2009 $65,876 $10,000 $10,000
2010 $77,853 $10,000 $10,000
2011 Lease extension $10,000 $10,000
2012 N/A $10,000 $10,000
(1) Assumes 38 FTEs in 2007, 48 FTEs in 2008, 58 in 2009, 68 in 2010 and a 2.5% annual payroll
growth annually for current employees.
(2) Base Incentive payment of $10,000 will be paid only if the previous year's Target is met or exceeded.
( )Indicates bonus year and payments if criteria is met.
The payments provided for in this Section 2 shall be made by the City to RBG by electronic
funds transfer or by such other manner as is mutually agreed to by the City and RBG. Performance
incentive maximum payment caps are set as indicated in the table above in Section 2(c)(iii). The
total maximum payment cap associated with the Agreement (including both the grant payment and
four annual performance payments) is $65,000; and increases in potential to $75,000 if including
the additional performance incentive bonus year, should RBG qualify (see Section 2(d) below).
(d) Additional Incentives. The City and RBG agree that RBG will be entitled to one
additional year of incentive payments in 2011, with payment in 2012, equal to $10,000 if RBG,
at a minimum and shows proof of, either (1) extending it's lease option at 555 Metro Place N. for
an additional five-year term, or (2) entering into a lease of new space within Dublin for at least a
five-year term. Partial repayment of the Grant by RBG to the City is due if the lease option, or a
lease extension, does not occur. Repayment terms are set forth in Section 2(e).
(e) Forfeiture of Incentive Pavment and Repayment of Grant. RBG 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 RBG for the year in which the Target Witholdings was not met.
Failure to meet the Target Withholdings in any one incentive year does not prohibit RBG from
receiving an Incentive Payment for any subsequent year in which the Target Withholdings is met,
and not including the bonus years. No financial obligation is incurred by RBG for failure to meet
the Target Withholdings set forth in Section 2(c)(iii).
RBG agrees that if in 2011 the five-year lease extension option at 555 Metro Place N. is not
exercised, nor is a minimum five-year lease signed for alternate office space within Dublin, RBG is
required to make payment to the City $12,500, which is equal to a 50 percent return of the Grant
payment. This payment is due within 30 days of lease expiration in 2011.
(f) Cit.~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 RBG 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,
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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 Cit~ayroll 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: 5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) RBG at: 2190 Dividend Drive
Columbus, OH 43228
Attention: Kathleen Orians
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 RBG in other than his or her
official capacity. No official executing or approving the City's or RBG'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 RBG and
its successors and assigns.
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(d) Recitals. The City and RBG 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 RBG.
(f) Executed Counterparts. This Agreement may be executed in several counterparts, each
of which shall be regarded as an original and all of which shall constitute but one and the same
agreement. It shall not be necessary in proving this Agreement to produce or account for more than
one of those counterparts.
(g) Severability. In case any section or provision of this Agreement, or any covenant,
agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any
application thereof, is held to be illegal or invalid for any reason,
(i) that illegality or invalidity shall not affect the remainder hereof or thereof, any
other section or provision hereof, or any other covenant, agreement, obligation or action, or
part thereof, made, assumed, entered into or taken, all of which shall be construed and
enforced as if the illegal or invalid portion were not contained herein or therein,
(ii) the illegality or invalidity of any application hereof or thereof shall not affect
any legal and valid application hereof or thereof, and
(iii) each section, provision, covenant, agreement, obligation or action, or part
thereof, shall be deemed to be effective, operative, made, assumed, entered into or taken in
the manner and to the full extent permitted by law.
(h) Captions. The captions and headings in this Agreement are for convenience only and in
no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(i) Governing_Law and Choice of Forum. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio or applicable federal law. All claims,
counterclaims, disputes and other matters in question between the City, its agents and employees,
and RBG, its employees and agents, arising out of or relating to this Agreement or its breach will be
decided in a court of competent jurisdiction within Franklin County, Ohio.
(j) Survival of Representations and Warranties. All representations and warranties of
RBG 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 RBG 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.
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IN WITNESS WHEREOF, the City and RBG 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 S. Brauti~am
Title: City Manager
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
Ray & Barney Group
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: , 2006
Marsha I. Grigsby
Deputy City Manager/Director ofFinance
City of Dublin, Ohio
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