13-06 Ordinance RECORD OF ORDINANCES
Dayton Legal Blank. Inc. Form No. 30043
Ordinance No. 13-06 passed , 20
AN ORDINANCE AUTHORIZING THE PROVISION
OF CERTAIN INCENTIVES FOR PURPOSES OF
ENCOURAGING HINETICS NOISE CONTROL TO
EXPAND ITS OPERATIONS 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, Kinetics Noise Control, Inc. ("Kinetics is desirous of expanding 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 Kinetics to
retain 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 Kinetics to retain and expand its
operations and workforce within the City and to provide for the execution and delivery
of that Economic Development Agreement with Kinetics;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
Franklin, Union and Delaware Counties, Ohio, State of Ohio, of the elected
members concumng, that:
Section 1. The Economic Development Agreement by and between the City and
Kinetics, in the form presently on file with the Clerk of Council, providing for, among
other things, the provision of incentives to Kinetics in consideration for Kinetics'
agreement to retain and expand 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
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.
RECORD OF ORDINANCES
Dayton Legg] Blank, Inc. Form No. 30043
13-06 Page 2
Ordinance No. Passed , 24
Section 4. 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: ~G2Y~ ~ ~ , 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.
D ty Clerk of Council, Dublin, Ohio
Economic Development
5800 Shier Rings Road, Dublin, Ohio 43016-1236
CITY of DUBLIiV phone: 614-410-4600 • Fax: 614-761-6506
emo
To: Members of Dublin City Council
From: Jane S. Brautigam, City Manage~o-Y•,c..5 • _
Date: March 1, 2006
Initiated By: Colleen M. Gilger, Acting Director of Economic Development
Re: Ordinance 13-06 -Economic Development Agreement with Kinetics Noise Control
Summary:
Staff has been in discussions with Kinetics Noise Control regarding the possibility of expanding their operations
by acquiring additional facility space.
Economic Development presented a proposal after Kinetics officials expressed an interest in purchasing the
Washington Township administration building at 6279 Shier-Rings Road. The proposal calls for a technology
grant up to $10,000 fora 50% reimbursement to Kinetics for any telecommunications upgrades needed to connect
their current facility to the township building, in addition to expedited reimbursement of the cost they incurred for
the installation of the main water line along Irelan Place.
In 2004, the City created a TIF district on the current Kinetics property as a result of their expansion in 2004 to
reimburse the company for its upfront installation of the water line ($77,937). The projected payback to Kinetics
was to be at least eight years. The City is proposing to make the reimbursement in two years to help offset the cost
of purchasing the new facility, by providing a $40,000 payment in the first year, and the remaining $37,937
payment one calendar year later. The City will then be reimbursed as service payments are received from the TIF
district.
Kinetics is finalizing its purchase of the Shier Rings facility from Washington Township, and hopes to complete
its transaction by second quarter 2006. Kinetics currently employs approximately 120 people, equating to an
annual payroll of approximately $4.5 million.
Recommendation:
Staffrecommends the Economic Development Agreement and Ordinance No. 13-06 be approved by City Council
on March 20, 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 KINETICS NOISE CONTROL, INC. ("Kinetics"), an
Ohio corporation with offices located in Dublin, Ohio, 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
WI-IEEREAS, on October 6, 2003, the City passed Ordinance No. 105-03, pursuant to and in
accordance with Ohio Revised Code Sections 5709.40, 5709.42 and 5709.43 (the "TIF
Ordinance', declaring 100% of the increase in assessed value of the real property owned by
Kinetics (as described and depicted on Exhibit A of the TIF Ordinance) to be a public purpose
and exempt from taxation for a period commencing with the first tax year that begins after the
effective date of the TIF Ordinance and in which an improvement to the property first appears on
the tax list and duplicate of real and public utility property and ending on the earlier of (a) thirty
(30) years after such exemption commenced or (b) the date on which the City can no longer require
service payments in lieu of taxes, and in order to provide for the collection of service payments in
lieu of taxes and to enable the construction of certain public and private pursuant to the TIF
Ordinance, the City and Kinetics entered into an agreement dated as of February 27, 2004 (the "TIF
Agreement," together with the TIF Ordinance, the "TIF Documents"); and
WHEREAS, based on the results of Kinetics' recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, Kinetics is desirous of retaining its existing workforce within the City and
purchasing a new facility located at 6279 Shier-Rings Road in the City (the "Shier-Rings
Facility"); and
WHEREAS, pursuant to Ordinance No. 13-06 passed , 2006 (the "Ordinance"),
the City has determined to offer economic development incentives described herein, including an
expedited reimbursement pursuant to the TIF Documents, to induce Kinetics to retain and expand
its workforce within the City, and to create jobs and employment opportunities through the
purchase of the Shier-Rings Facility, 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 Kinetics have determined to enter into this Agreement to provide
these incentives to induce Kinetics to retain its operations and purchase the Shier-Rings Facility
in the City;
Now THEREFORE, the City and Kinetics covenant agree and obligate themselves as follows:
Section 1. Kinetics' Aa*-PPment to Retain Current Workforce and Purchase the Shier-
RiY_„gs Facility. Kinetics' has operations and presently employs 120 employees at its site located at
6300 Irelan Place in the City (the "Irelan Place Facility," together with the Shier-Rings Facility, the
"Facilities"). In consideration for the economic development incentives to be provided by the City
herein, Kinetics agrees that it will retain its current workforce of 120 employees within the City, and
will use its best efforts to purchase the Shier-Rings Facility.
Section 2. City Agreement to Provide Incentives.
(a) General. In consideration for Kinetics' agreement to purchase the Shier-Rings
Facility and to retain its current operations, workforce and associated payroll within the City, the
City agrees to provide economic development incentives to Kinetics in accordance with this
Section.
(b) Technology Grant. Upon purchasing the Shier-Rings Facility, Kinetics will
connect the Facilities with new telecommunication abilities in order to support the cohesive
operation of both Facilities within the City. In consideration of Kinetics' agreement to upgrade
the telecommunication equipment and to retain its workforce within the City, the City agrees to
provide a grant of fifty percent (50%) of the telecommunication installation costs, in the
maximum amount of $10,000 (the "Technology Grant"). The City agrees that it will remit
payment to Kinetics in the amount of the grant only after Kinetics has delivered an accounting
and proof of payment of the final installation costs for the telecommunication equipment.
(c) Expedited Tax Increment Financing_Payment Reimbursement. In accordance with
the TIF Documents, the City has agreed to reimburse Kinetics for the construction of certain
public improvements (described in Exhibit C of the TIF Ordinance, the "Public Improvements"),
from monies collected in connection with the grant of the exemption pursuant to the TIF
Documents. The City has calculated and estimated the reimbursement to take place over an
eight-year reimbursement period. In consideration of Kinetics' agreement to purchase the Shier-
Rings Facility and retain its current workforce in the City, the City agrees to expedite the
estimated eight-year reimbursement period, and will reimburse Kinetics in two (2) payments
totaling $77,937. The City shall make the initial payment in the amount of $40,000 (the "Initial
TIF Payment") to Kinetics within thirty (30) days of receiving proof of ownership of the Shier-
Rings Facility from Kinetics. The City shall make the final payment in the amount of $37,937
(the "Final TIF Payment") to Kinetics within thirty (30) days upon its request for payment,
however, in no case shall the Final TIF Payment or a request for the Final Payment be made
within twelve (12) calendar months of Kinetics' receipt of the Initial TIF Payment.
(e) Forfeiture of Kinetics Incentives. Kinetics agrees and acknowledges that the
Technology Grant, the Initial TIF Payment and the Final TIF Payment provided for in this Section
2 are being made by the City to Kinetics in consideration for Kinetics' agreement to retain its
workforce within the City, purchase the Shier-Rings Facility and upgrade its telecommunication
abilities to connect the Facilities after the purchase of the Shier-Rings Facility. Kinetics further
agrees that if the telecommunication upgrades or the purchase of the Shier-Rings Facility are not
completed, the City shall not be obligated to provide the Technology Grant, or make the Initial TIF
Payment or the Final TIF Payment as set forth under this Agreement.
-2-
(e) Method of Payment. The payments provided for in this Section 2 shall be made by
the City to Kinetics by electronic funds transfer or by such other manner as is mutually agreed to by
the City and Kinetics.
(f) 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 Kinetics 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.
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) Kinetics at: 6300 Irelan Place
Dublin, Ohio 43017
Attention: Virgil Temple
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 Kinetics in other than his or her
official capacity. No official executing or approving the City's or Kinetics' participation in this
-3-
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
Kinetics and its successors and assigns.
(d) Recitals. The City and Kinetics 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 Kinetics.
(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 far 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 Kinetics, 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 ReRresentations and Warranties. All representations and warranties of
Kinetics and the City in this Agreement shall survive the execution and delivery of this Agreement.
-4-
(k) Notwithstanding any clause or provision of this Agreement to the contrary, in no
event shall City or Kinetics be liable to each other for punitive, special, consequential, or indirect
damages of any type and regardless of whether such damages are claimed under contract, tort
(including negligence and strict liability) or any other theory of law.
(signature page to follow)
-5-
IN WITNESS WHEREOF, the City and Kinetics 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 Brauti~~am
Title: City Manager
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
KINETICS NOISE CONTROL, INC.
By:
Printed:
Title:
-6-
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, flee 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 of Finance
City of Dublin, Ohio
-7-