130-03 Ordinance RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
Ordinance No. 13~-~3 Passed . 24
AN ORDINANCE AUTHORIZING THE EXECUTION
AND DELIVERY OF AN ECONOMIC
DEVELOPMENT AGREEMENT BETWEEN THE
CITY OF DUBLIN AND COMPENSATION
CONSULTANTS, INC. TO INDUCE A RELOCATION
OF ITS OPERATIONS TO THE CITY IN ORDER TO
INCREASE EMPLOYMENT WITHIN THE CITY.
WHEREAS, contingent on the passage of this Ordinance and the execution of the
Economic Development Agreement as an inducement therefor, Compensation
Consultants, Inc. ("CCI") desires to relocate 140 jobs to the City of Dublin, Ohio
(the "City"); and
WHEREAS, the City, consistent with it's Economic Development Strategy,
desires and intends to induce CCI to consolidate its operations to the City for the
purpose of creating jobs and employment opportunities and to improve the
economic welfare of the people of the State of Ohio and the City as authorized in
Article VIII, Section 13 of the Ohio Constitution;
NOW, THEREFORE, BE IT ORDAINED by the City of Dublin, Franklin,
Union and Delaware Counties, Ohio, that:
Section 1. The City hereby finds and determines that it is necessary and
appropriate and in the best interests of the City to provide certain assistance to
CCI for the purpose of creating jobs and employment opportunities and to
improve the economic welfare of the people, of the State of Ohio and the City as
authorized in Article VIII, Section 13 of the' Ohio Constitution.
Section 2. The Economic Development Agreement by and between the City
and CCI, in the form presently on file with the Clerk of Council, providing for,
among other things, the provision of incentives to CCI in consideration for CCI's
agreement to relocate its operations and 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.
Section 3. 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, may be appropriate to implement this
Ordinance.
Section 4. This Council finds and determines that all formal actions of this
Council concerning or 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
RECORD OF ORDINANCES
Dayton Legal Blank, [nc. Form No. 30043
Ordinance No. 130-03 Passed Pam 2
in those formal actions were in meetings open to the public in compliance with the
law.
Section 5. This Ordinance shall take effect and be in force in accordance with
Section 4.04 of the Dublin City Charter.
Signed:
Presiding Officer
Attest:
Clerk of Council
Passed: ~ C.' ~ i` ~ ~ , 2003
Effective: ' ~-L~ . j , 2004
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 AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into
this ~~~'day of ~ , 2004, 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 COMPENSATION CONSULTANTS,
INC., an Ohio corporation with its executive offices located in Columbus, Ohio ("CCT'), 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, the City
desires to encourage commercial office development and provide for the creation of
employment opportunities within the City; and
WHEREAS, based on the results of CCI's recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives
provided in this Agreement, CCI is desirous of relocating its workforce to the City; and
WHEREAS, pursuant to Ordinance No. /gyp passed December 15, 2003 (the
"Ordinance"), the City has determined to offer economic development incentives described
herein to induce CCI to relocate and expand its 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 CCI have determined to enter into this Agreement to
provide these incentives to induce that relocation and expansion by CCI of its operations
within the City;
Now THEREFORE, the City and CCI covenant agree and obligate themselves as follows:
Section 1. CCI Agreement to Relocate Jobs. In consideration of the economic
development incentives to be provided by the City herein, CCI agrees that it will relocate its
present workforce of approximately 140 after March 30, 2004 with an annual payroll of
approximately $6 million from 2751 Tuller Parkway, Columbus, Ohio to 5500 Glendon
Court, Dublin, Ohio.
Section 2. Cit~A~reement to Provide Incentives.
(a) General. In consideration for CCI's agreement to relocate its workforce and
associated payroll within the City, the City agrees to provide economic development
incentives to CCI in accordance with this Section.
(b) Calculation of Actual Withholdings. On or before March 15 of each of the
years 2005 through and including 2009, the City shall determine whether the payroll
withholding taxes collected during the preceding calendar year by the City from all
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Employees (the "Actual Withholdings") exceed the Target Withholdings for that preceding
calendar year, all in accordance with the schedule set forth below. For purposes of this
Section 2, "Employees" shall include all individuals employed by CCI and working at a
location within the City. CCI agrees that, in accordance with the Dublin City Code, the
annual payroll reconciliation relating to CCI Employees will be provided to the City prior
to February 28 of each calendar year.
(c) Payments to CCI. If the Actual Withholdings exceed the Target Withholdings
for the preceding calendar year, the City shall, on or before April 15 of the
current calendar year, pay to CCI, solely from nontax revenues, an amount
equal to the product of (i) an amount equal to the Actual Withholdings (net of
refunds), multiplied by (ii) the Incentive Factor (as defined below). The
payments provided for in this Section 2 shall be made by the City to CCI by
electronic funds transfer or by such other manner as is mutually agreed to by
the City and CCI.
(i) Years 2004 through 2008. Witll respect to the Actual Withholdings
collected during each of the calendar years 2004 through 2008, the Incentive Factor shall
be twenty-five percent (25 The Target Withholdings for each of those calendar years
shall be calculated as follows:
Calendar Year Target Withholdings
2004 $75,000
2005 $102,000
2006 Calendar Year 2005 Target Withholdings multiplied by 1.02
2007 Calendar Year 2006 Target Withholdings multiplied by 1.02
2008 Calendar Year 2007 Target Withholdings multiplied by 1.02
(d) 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 CCI
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 `JIII, 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. 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.
(e) Deficiency Carry forward Amounts. If and to the extent the amount of nontax
revenues are insufficient in a particular calendar year for appropriation and payment
to CCI, the City will make payment to CCI in the amount of nontax revenues available
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for appropriation and payment to CCI. The dii:ference between the amount required
to be paid by the City to CCI pursuant to this Section 2 and the amount actually paid
(referred to herein as a "Deficiency Carryforward Amount") shall be carried forward to
the next succeeding calendar year and paid to CCI in addition to any other payment
for that succeeding year required by this Section 2. This Agreement shall not
terminate until the City has paid to CCI all Deficiency Carryforward Amounts
required to be paid to CCI in accordance with this Section 2; provided, however, the
aggregate of all payments to CCI pursuant to this Agreement shall not exceed the
Maximum Payment Amount.
(f) Maximum Economic Development Incentive Payments. In no event shall the
aggregate amount of payments made by the City to CCI pursuant to this Section 2
during the term of this Agreement exceed One Hundred Eighty Thousand Dollars
($180,000) (the "Maximum Payment Amount
(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 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 R'.oad
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) CCI at:
Compensation Consultants, Inc.
5500 Glendon Court
Dublin, Ohio 43017
Attention: Chief Financial Officer
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.
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(b) Extent of Provisions; No Personal Liability. All rights, remedies,
representations, warranties, covenants, agreements acid 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 CCI in other than his or her official capacity. No official executing or
approving the City's or CCI'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
CCI and its successors and assigns.
(d) Recitals. The City and CCI 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 CCI.
(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, enterE;d 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 bylaw.
(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.
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(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 CCI, 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 CCI and the City in this Agreement shall survive the execution and delivery of
this Agreement.
(Signature Pages to Follow)
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by WITNESS WHEREOF, the City and CCI 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: s. d _
Printed: Jane Brautigam
Title: City Manager
By. .
Printed: _ Marsha I. Grigsby
Title: Director of Finance
Approved as to Fo .
By:' /
Printed: Stephen J. Smith
Title: Director of Law
COMPENSATION CONSULTANTS, INC.
B ~ ~%C
y' ---mot
~ G L,
Printed: Gr
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 during the year
2004 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: J o.~. • ~ , 2004 \ ` .
Director of Finance
City of Dublin, Ohio
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Office of the City Mana er
5200 Emerald Parkway • Dubin, OH 43017
Phone: 614-410-4400 • Fax: 614-410-4490
C[TY OF DLBLIN
Memo
To: Members of the Dublin City Council
From: Jane S. Brautigam, City Manage~c~.,,,.,~ ~ ~ ~i~~-~~'~~-~-~~
Date: November 12, 2003
Initiated By: Michael Stevens, Director of Economic Development
Re: Ordinance No. 130-03, Compensation Consultants, Inc.
Summary:
Ordinance No. 130-03 authorizes the execution of an Economic Development Agreement with
Compensation Consultants, Inc. (CCI) for the purpose of encouraging the relocation and expansion of
their operations to the City of Dublin. CCI is a third party administrator that manages worker's
compensation claims for employers. The company has been in business since the 1950's and has been
located at 2751 Tuller Parkway (within Columbus City limits) for the past 18 years. CCI provides service
to 10,000 companies in Ohio and does business in West Virginia, Indiana, and Kentucky. CCI will
relocate to the 5500 Glendon Court building, which is currently vacant.
The attached Economic Development Agreement (the Agreement) provides for annual incentive payments
for a period of five years. The Agreement will provide CCI with a financial incentive to relocate 140 jobs
to Dublin. The average wage for employees is approximately $42,850.
The annual incentive payments will be based upon a percentage (the incentive factor) of actual payroll
withholdings. The incentive factor is 25% for the term of the agreement. The target payroll withholding
for 2004 will be $100,000 prorated at 75% due to the fact CCI will not relocate until the beginning of the
second quarter in 2004. The target payroll withholdings will increase annually by 2%. The aggregate
amount of payments made by the City to CCI will not exceed $180,000.
The Agreement does not contain any non-financial incentives.
Recommendation:
Staff continues to pursue job growth within the community. Using incentives to attract companies like
CCI will result in additional income tax revenue. Assuming CCI achieves the maximum incentive of
$180,000 the City would net at least $315,000 over 5 years from this agreement.
Staff recommends that City Council approve Ordinance No. 130-03 at its December 15, 2003 Meeting.
Office of the City Mana er
5200 Emerald Parkway • Dubin, OH 43017
Phone: 614-410-4400 • Fax: 614-410-4490
CITY OF DUBLIN
Memo
To: Members of the Dublin City Council
From: Jane S. Brautigam, City Manager
Date: November 5, 2003
Initiated By: Michael H. Stevens, Director of Economic Development
Re: Economic Development Update
Summary:
The Division of Economic Development continues to work with local companies to encourage job retention
and growth. In addition, staff is working with business prospects that are considering the relocation of
operations to Dublin. In our ongoing efforts to communicate economic development activities to City
Council, I wanted to provide an update on the following companies that will have economic development
agreements before City Council in the immediate future.
Wendy's International, Inc.
As City Council may recall from previous correspondence (see attached October 8, 2003 Wendy's
International Memo) staff has been discussing an economic development incentive with Wendy's
International to encourage the expansion of its existing headquarters by 16,000 square feet. The expansion
would result in the creation of 50 new full-time jobs in Dublin at an average wage of $75,000. Staff has
placed on the November 17, 2003 City Council agenda an ordinance that would approve the Economic
Development/Tax Increment Finance Agreement with Wendy';> International. The ordinance will be held
over for a second reading on December 15, 2003. The November 17, 2003 City Council agenda also
includes a resolution to accept a Roadwork Development (629;? Account Grant from the State of Ohio for
$500,000. The 629 funding would go towards the extension of Shamrock Boulevard.
Compensation Consultants, Inc.
Compensation Consultant's Inc. (CCI) is considering the relocation of its headquarters from Columbus to
Dublin. CCI is a third party administrator that manages worker's compensation claims for employers. CCI
provides service to 10,000 companies in Ohio and does business in West Virginia, Kentucky and Indiana.
CCI would relocate 140 jobs, with an annual payroll of $6 million, and lease approximately 25,000 square
feet in the 5500 Glendon Court building, which has been vacant for the past year. CCI is one of the
companies in the Prospect Portfolio that has been included in the past two monthly Economic Development
Updates. Staff is finalizing negotiations with CCI regarding afive-year, $180,000 maximum economic
development incentive that would be based upon a percentage of actual income tax withholdings revenue.
The Economic Development Agreement will be on the November 17, 2003 City Council Agenda for a first
reading.
Core Source
Staff has met with a representative of Core Source to discuss the company's possible relocation from
Westerville. Core Source is a leading provider of full service; national health benefits programs and is a
subsidiary of Trustmark Insurance Company. Core Sourcf; is considering the relocation of 145 full time
equivalent employees to Dublin with an average annual income of $33,800. The company is looking to
enter into aseven-year lease and would relocate in May of 2004. In order to encourage Core Source's
relocation, staff has offered afive-year economic development incentive that would be based upon a
percentage of actual income tax withholdings revenue. It is estimated that the incentive payments would be
approximately $25,000 per year with a maximum payment of $200,000 over the five-year period. Staff will
continue to keep City Council updated on our discussions with Core Source. It is anticipated that an
Economic Development Agreement will be placed before City Council during the first quarter of 2004 if
Core Source executives decide to relocate operations to Dublin.
Conclusion:
The Division of Economic Development will continue to pursue job growth, retention and expansion in order
to help increase income tax revenues for the City. The City's innovative approach to crafting specific incentive
packages to particular companies will continue to attract interest from companies considering relocating as
well as encourage the expansion of existing businesses.
2
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into
this day of , 2004, 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 COMPENSATION CONSULTANTS, INC., an Ohio
corporation with its executive offices located in Columbus, Ohio ("CCI"), 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, the City desires to
encourage commercial office development and provide for the creation of employment
opportunities within the City; and
WHEREAS, based on the results of CCI's recent comprehensive examination of workforce
needs, and induced by and in reliance on the economic development incentives provided in this
Agreement, CCI is desirous of relocating its workforce to t:he City; and
WHEREAS, pursuant to Ordinance No. _ passed December 15, 2003 (the
"Ordinance"), the City has determined to offer economic development incentives described herein
to induce CCI to relocate and expand its 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 CCI have determined to enter into this Agreement to provide
these incentives to induce that relocation and expansion by CCI of its operations within the City;
Now THEREFORE, the City and CCI covenant agree and obligate themselves as follows:
Section 1. CCI Agreement to Relocate Jobs. In consideration of the economic
development incentives to be provided by the City herein, CCI agrees that it will relocate its present
workforce of approximately 140 after March 30, 2004 with an annual payroll of approximately $6
million from 2751 Tuller Parkway, Columbus, Ohio to SSC?0 Glendon Court, Dublin, Ohio.
Section 2. Cit~greement to Provide Incentives.
(a) General. In consideration for CCI's agreement to relocate its workforce and
associated payroll within the City, the City agrees to provide economic development incentives to
CCI in accordance with this Section.
(b) Calculation of Actual Withholdin;;s. On or before March 15 of each of the years
2005 through and including 2009, the City shall determine whether the payroll withholding taxes
collected during the preceding calendar year by the City from all Employees (the "Actual
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Withholdings") exceed the Target Withholdings for that preceding calendar year, all in
accordance with the schedule set forth below. For purposes of this Section 2, "Employees" shall
include all individuals employed by CCI and working at a location within the City. CCI agrees
that, in accordance with the Dublin City Code, the annual payroll reconciliation relating to CCI
Employees will be provided to the City prior to February 28 of each calendar year.
(c) Payments to CCI. If the Actual Withholdings exceed the Target Withholdings for
the preceding calendar year, the City shall, on or before April 15 of the current
calendar year, pay to CCI, solely from nontax revenues, an amount equal to the
product of (i) an amount equal to the Actual Withholdings (net of refunds),
multiplied by (ii) the Incentive Factor (as defined below). The payments provided
for in this Section 2 shall be made by the City to CCI by electronic funds transfer or
by such other manner as is mutually agreed to by the City and CCI.
(i) Years 2004 throu hg 2008. With respect to the Actual Withholdings
collected during each of the calendar years 2004 through 2008, the Incentive Factor shall be
twenty-five percent (25%). The Target Withholdings far each of those calendar years shall be
calculated as follows:
Calendar Year Target Withholdings
2004 $75,000
2005 $102,000
2006 Calendar Year 2005 Target Withholdings multiplied by 1.02
2007 Calendar Year 2006 Target Withholdings multiplied by 1.02
2008 Calendar Year 2007 Target Withholdings multiplied by 1.02
(d) 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 1•?y the City, and CCI shall have no right
to have excises or taxes levied by the City, the S1:ate 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. 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.
(e) Deficienc~Carry forward Amounts. If and to the extent the amount of nontax
revenues are insufficient in a particular calendar year for appropriation and payment to CCI,
the City will make payment to CCI in the amount of nontax revenues available for
appropriation and payment to CCI. The difference between the amount required to be paid
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by the City to CCI pursuant to this Section 2 and the amount actually paid (referred to herein
as a "Deficiency Carryforward Amount") shall be carried forward to the next succeeding
calendar year and paid to CCI in addition to any other payment for that succeeding year
required by this Section 2. This Agreement shall not terminate until the City has paid to
CCI all Deficiency Carryforward Amounts required to be paid to CCI in accordance with
this Section 2; provided, however, the aggregate of all payments to CCI pursuant to this
Agreement shall not exceed the Maximum Payment Amount.
(f) Maximum Economic Development Incentive Payments. In no event shall the
aggregate amount of payments made by the City to CCI pursuant to this Section 2 during the
term of this Agreement exceed One Hundred Eighty Thousand Dollars ($180,000) (the
"Maximum Payment Amount
(g) Applicable City Payroll Tax Rate. Far 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:
City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) CCI at:
Compensation Consultants, Inc.
5500 Glendon Court
Dublin, Ohio 4301 i'
Attention: Chief Financial Officer
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
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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 t:he City or CCI in other than his or her
official capacity. No official executing or approving the City's or CCI'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 CCI
and its successors and assigns.
(d) Recitals. The City and CCI acknowledge and agree that the facts and circumstances
as described in the Recitals hereto are an integral paa-t 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 CCI.
(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,
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and CCI, 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
CCI and the City in this Agreement shall survive the execution and delivery of this Agreement.
(Signature Pages to Follow)
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Itv WITNESS WHEREOF, the City and CCI have caused this Agreement to be executed in their
respective names by their duly authorized representatives, a.ll as of the date first written above.
CITY OF I)UIBLIN, OHIO
By:
Printed: Jane Brautigam
Title: City Manager
By:
Printed: Marsha I. Grigsby
Title: Director of Finance
Approved as to Form:
By:
Printed: St~hen J. Smith
Title: Director of Law
COMPENSATION CONSULTANTS, INC.
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 during the year 2004 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
Director of Finance
City of Dublin, Ohio
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