Resolution 059-18RECORD OF RESOLUTIONS
BARRETT BROTHERS - DAYTON, OHIO
Resolution No. _r%9-18 Passed
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH METRO DATA CENTER FOR
THE SPONSORSHIP OF THE DUBLIN ENTREPRENEURIAL
CENTER AT 565 METRO PLACE SOUTH
WHEREAS, the Dublin Entrepreneurial Center ("DEC's is currently located on the
third and first floors of 565 Metro Place South; and
WHEREAS, Metro Data Center (''MDC' holds the master lease covering the DEC
suites, and is responsible for managing the DEC facility, tenants, sponsors, partners
and programs; and
WHEREAS, Economic Development staff recommends a title sponsorship of the
Dublin Entrepreneurial Center facility and programs; and
WHEREAS, the proposed DEC sponsor agreement with MDC carries a five-year term
of January 1, 2019 through December 31, 2023;
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State
of Ohio, of the elected members concurring, that:
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Section 1. The City Manager is hereby authorized to enter into a Dublin
Entrepreneurial Center sponsorship agreement with MDC in substantially the same
form as attached Exhibit A.
Section 2. This Resolution shat ake effect and be in force upon passage in
accordanc,� with Section 4.04 of the Revised Charter.
Passe t isU�� '�pd // 2018
Mayof —Presiding Officer
Attlbst:
Clerk of Council
Form 6301
7City of Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017-1090
Phone: 614.410.4400 • Fax: 614.410.4490
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: September 20, 2018
Initiated By: Colleen Gilger, Director of Economic Development
Memo
Re: Resolution 59-18 — Authorizing an Agreement with Metro Data Center for the
Sponsorship of the Dublin Entrepreneurial Center at 565 Metro Place South
Background
The Dublin Entrepreneurial Center Mission Statement is that: "The DEC is a vibrant, energetic
community of entrepreneurs working together to grow businesses and technologies. The DEC is a
place that provides services and promotes an environment to increase deal flow for potential
entrepreneurial and technology development resulting in more businesses and job creation in
Dublin."
The DEC was launched in 2009 at 7003 Post Road. In late 2012, City Council authorized relocation
of the DEC to the third floor at 565 Metro Place South. In 2015, the DEC expanded beyond the third
floor, onto the first floor, adding more offices, meeting rooms, a kitchen and training spaces.
Today, the DEC covers 19,425 square feet at 565 Metro Place South. The City's financial contributions
help keep 85+ offices rentable at below-market value by essentially covering the lease expenses for
the public, common spaces at the facility including the lobbies, five meeting rooms, the DEC Cafe,
two large training rooms, and other open/sharable spaces within the suites.
Now in its 10th year, the DEC continues to prove successful, boasting 70 fulltime tenants, more than
two dozen companies with hotspot "drop-in" memberships, 12 signature sponsors, educational
partnerships with the Small Business Development Center and Revl Ventures, and a calendar filled
with free business training, leadership development classes and networking opportunities each
month.
Additionally, the DEC boasts a dozen graduate success stories still in business today including:
Renaissance Tech, Caregiver USA, TotalSim, Coffman Media, Inxite Health Systems, Biosortia
Pharmaceuticals, Avitae USA, Velosio (fka Socius), EcoChem Alternative Fuels, SportsBrain, Evolved
Lighting Solutions, and Prevedere.
In the last decade, the nation has seen a dramatic evolution and growth in the popularity of co -
working spaces, shared office arrangement and entrepreneurial/start-up services. Locally, the Dublin
community has added 6 privately -run co -working business centers in the last 10 years, while the
Columbus Region now has 50 privately -run co -working locations, with more facilities in the pipeline.
In 2009, Revl Ventures (fka Tech Columbus) was the only incubator in the region, and Dublin was
the first community to launch an entrepreneurial business facility. Now Marysville, Grove City, New
Albany, Delaware and Westerville have opened similar city -supported centers.
To respond to the market shift in these types of facilities, staff has been working with Metro Data
Memo re. Res. 59-18 - Sponsorship of the Dublin Entrepreneurial Center
September 20, 2018
Page 2 of 2
Center (MDC), which holds the long-term master lease over the current DEC spaces, on moving the
DEC toward a sustainable financial model, while continuing to offer City -supported differentiating
services for entrepreneurs. For instance, upon reviewing the lease rates throughout the region for
co -working and small business centers, staff identified the DEC as one of the lowest -cost options,
with room to increase rents while still remaining one of the best cost options available.
Currently, the DEC is the only center in the region that offers on-site access to a data center and
uninterrupted power. The DEC is the only center where SBDC and Revl hold both office hours and
training programs regularly. Access to sponsor -advisors for free business advice and tapping into
Dublink 100 -gig broadband remain unique differentiators in the marketplace.
One area where the DEC continues to show its uniqueness is with business -to -business connections,
where 60% of DEC tenants have hired at least 1 other DEC community member for services. This is
possible because of the size of the DEC and density of tenants, allowing for greater diversity in the
DEC's industry make-up.
In 2019, the DEC management team will explore transitioning from being a City -led entrepreneurial
program to a stand-alone entity, allowing them more freedom to seek grant funding. Additionally,
the DEC management team, in an effort to continue differentiating the DEC from other places, is
exploring new sponsor models, tenant -only deeper training and mentoring opportunities, training
room rental fees for outside parties, new value-added services and technology equipment at the
facility, internships and educational partners providing accredited certifications on-site.
The proposed sponsorship agreement (attached) outlines a total City sponsorship of $1,477,488 over
five years. The City's sponsorship contribution toward the DEC decreases annually as identified below,
allowing MDC a five-year window to increase self -sustainability through other means:
2019
$365,004
2020
$306,246
2021
$287,496
2022
$268,746
2023
$249,996
The 5 -year decreased funding model represents a 34% reduction in funding. This frees up additional
funds to increase innovation programming City-wide over a five-year period without increasing the
annual budget. We believe there is room in Dublin for multiple innovation spaces, each with a creative
financial model and focus. Staff continues to evolve the DEC model as trends change, research other
types of partnerships and explore innovative small business support options that could compliment
the DEC and the Dublin community, like makerspaces, membership -driven collaboration spaces,
"smart centers"for research and development and collaboration with our education partners at Dublin
City Schools and Ohio University.
Recommendation
Staff recommends approval of Resolution 59-18, as it supports Council's goals relative to supporting
the growth of small businesses, setting conditions to allow for the creation of new businesses and
jobs, and promoting innovative partnerships and possibilities. This contract becomes effective
January 1, 2019. Please contact Colleen Gilger (Ext. 4515) with any questions.
J'cUif
Dun
OHIO, USA
PROFESSIONAL SERVICES AGREEMENT
Founding Sponsorship of the Dublin Entrepreneurial Center
This Services Agreement ("Agreement") is made and entered into and effective on this 1st
day of January, 2019 ("Effective Date") by and between the City of Dublin, Ohio ("Dublin"),
an Ohio Municipal Corporation, with offices located at 5200 Emerald Parkway, Dublin, Ohio
43017 and Metro Data Center ("Service Provider"), with an office and principal place of
business located at 565 Metro Place South, Suite 300, Dublin OH 43017.
Recitals
WHEREAS, Dublin desires to engage Service Provider to perform the services as more fully
described in the attached Exhibit A (the "Services"); and
WHEREAS, Service Provider desires to perform the Services and desires to be so engaged.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements
herein contained, the parties, intending to be legally bound, agree as follows:
Provisions
I. Performance of the Services. Service Provider shall:
A. Perform the Services as set forth in Exhibit A.
B. Complete, sign and return the Ohio Public Employees Retirement System
("OPERS') Independent Contractor Acknowledgement form.
C. Give prompt notice to Dublin should the Service Provider observe or otherwise
become aware of any fault or deficit in the project or any nonconformance with
the Agreement.
D. Remit to Dublin after the termination of this Agreement, all files and documents
pertaining to the project that have been obtained or produced including, but
not limited to, permits, licenses, applications, codes, drawings, site plans,
photographs and similar materials. Service Provider shall be entitled to retain
copies for the Service Provider's files.
PUBLIC WORKS 6555 Shier Rings Rd Dublin, Ohio 43016 phone 614.410.4600 fax 614.761.6506 dublinohiousa.gov
II. Obligations of Dublin. Dublin shall:
A. Assist the Service Provider by placing at its disposal all available information
pertinent to the Services for the project.
B. Use its best efforts to secure release of other data applicable to the project
held by others.
C. Make all necessary provisions to enter upon public and private property as
required to perform the Services.
D. Give prompt notice to the Service Provider should Dublin observe or otherwise
become aware of any fault or deficit in the project or any nonconformance with
the Agreement.
III. Term and Termination. The Agreement shall commence on the 1st of January 2019
and shall terminate on the 31st day of December, 2023. Dublin may terminate this
Agreement at any time by giving Service Provider one -hundred and eighty (180) days
advance written notice. In the event this Agreement is terminated by Dublin prior to
its natural expiration, Service Provider shall be paid the amounts for work actually
performed in accordance with this Agreement to the date of this early termination.
IV. Payment.
A. Service Provider shall be compensated in an annual amount not to exceed:
a. $365,004 in 2019
b. $306,246 in 2020
c. $287,496 in 2021
d. $268,746 in 2022
e. $249,996 in 2023
B. The Service Provider shall invoice Dublin monthly for services rendered through
the previous month and Dublin agrees to pay within thirty (30) days of receipt
of a valid invoice. A valid invoice shall consist of a fully itemized account of
work on the project/program with a description of work performed. All invoices
must include the contract number and the purchase order number of this
contract which is located in the upper right-hand corner of the first page of
this document. Invoices must also include information describing the
percentage of each phase of the work which has been completed, and a
summary of billings and payments made to date.
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V. Relationship of the Parties. The parties acknowledge and agree that Service
Provider is an independent contractor and is not an agent or employee of Dublin.
Nothing in this Agreement shall be construed to create a relationship between Service
Provider and Dublin of a partnership, association, or joint venture. Further, the parties
acknowledge that Service Provider is paid a fee, retainer or other payment as per
Section IV of this Agreement; is not eligible for workers' compensation or
unemployment compensation; is not eligible for employee fringe benefits such as
vacation or sick leave; does not appear on Dublin's payroll; is required to provide his
or her own supplies and equipment; and is not controlled or supervised by Dublin
personnel as to the manner of work.
VI. Indemnification.
A. Professional Liability. Relative to any and all claims, losses, damages, liability
and cost, the Service Provider agrees to indemnify and save Dublin, its officers,
officials, and employees harmless from and against any and all suits, actions
or claims for property losses, damages or personal injury arising from the
negligent acts, errors or omissions by the Service Provider or its employees.
B. Non -Professional Liability (General Liability). To the fullest extent permitted
by law, the Service Provider shall indemnify, defend and hold harmless Dublin,
its officers, officials, employees or any combination thereof, from and against
claims, damages, losses and expenses, including but not limited to attorneys'
fees, arising out of the acts or omissions of the Service Provider, provided that
such claim, damage, loss or expenses is attributable to bodily injury, sickness,
disease or death, or to injury to or destruction of property (other than the work
itself) including loss of use resulting therefrom, but only to the extent caused
by the negligent acts or omissions of the Service Provider, any subconsultant(s)
of the Service Provider, its agents, or anyone directly or indirectly employed
by them or anyone for whose acts they may be liable. Such obligations shall
not be construed to negate, abridge, or reduce other rights or obligations of
indemnity which would otherwise exist as to a party or person described in this
paragraph.
VII. Insurance.
A. The Service Provider shall secure and maintain, at his/her/its own expense,
errors and omissions insurance in an amount not less than One Million Dollars
($1,000,000.00) per claim/annual aggregate to protect himself from any claim
arising out of the performance of professional services and caused by negligent
acts, omissions or negligent acts for which the Service Provider may be legally
negligent. The Service Provider shall maintain said coverage for the entire
contract period and for a minimum of one year after completion of the work
under the contract.
0127206.0607934 4849-7758-4192v1 3
B. In addition to errors and omissions insurance, the Service Provider shall also
secure and maintain, at his/her own expense, insurance for protection from
claims under Worker's Compensation acts, claims for damages because of
bodily injury including personal injury, sickness or disease or death of any and
all employees or of any person other than such employees, and from claims or
damages because of injury to or destruction of property including loss of use
resulting therefrom, and any other insurance prescribed by laws, rules,
regulations, ordinances, codes or orders.
C. The Service Provider shall secure and maintain, at his/her own expense,
General Liability insurance in an amount not less than One Million Dollars
($1,000,000.00) per occurrence.
D. The Service Provider shall secure and maintain, at his/her/its own expense,
Property insurance for protection from claims or damages because of damage
to or destruction of property including loss of use resulting therefrom in an
amount not less than Five Hundred Thousand Dollars ($500,000.00).
E. Dublin shall be held harmless for any damage to the Service Provider's property
and/or equipment during the course of performance under the Contract.
F. The above referenced insurance shall be maintained in full force and effect
during the life of this Contract and for one year beyond, where specified.
Certificates showing that the Service Provider is carrying the above referenced
insurance in at least the above specified minimum amounts shall be furnished
to, and approved by, Dublin prior to the start of work on the project and before
Dublin is obligated to make any payments to the Service Provider for the work
performed under the provision of this contract. All such Certificates, with the
exception of those for Worker's Compensation and Errors & Omissions
coverage, shall clearly reflect that the City of Dublin is an "Additional Insured".
VIII. Employee Documentation
A. Service Provider guarantees that the individuals employed by the Service
working on this project are authorized to work in the United States. The
Service Provider will upon demand provide Dublin with appropriate
documentation (Form I-9) for any Service Provider employee performing
services for Dublin.
B. The Service Provider agrees to indemnify Dublin in accordance with Section VI
of the Agreement for any issue arising out of the Service Provider's hiring or
retention of any individual who is not authorized to work in the United States.
0127206.0607934 4849-7758-4192v1 4
IX. Taxes.
A. Service Provider has the following identification number for income tax
purposes:
B. Service Provider is subject to and responsible for all applicable federal, state,
and local taxes.
C. Dublin represents that it is a tax-exempt entity and evidence of this tax-exempt
status shall be provided to Service Provider upon written request. Service
Provider hereby further agrees to withhold all municipal income taxes due or
payable under the provisions of Chapter 35 of the Codified Ordinances of
Dublin, Ohio, for wages, salaries and commissions paid to its employees and
further agrees that any of its subcontractors shall be required to agree to
withhold any such municipal income taxes due under such chapter for Services
performed under this Agreement.
D. The Service Provider shall receive Internal Revenue Service form 1099 from
Dublin for income tax reporting purposes.
X. Assignment. Neither party may assign this Agreement without obtaining express,
written consent from the other party prior to assignment.
XI. Entire Agreement / Amendment. This Agreement constitutes the entire
understanding of the parties hereto with respect to the subject matter hereof and
supersedes all prior negotiations, discussions, undertakings and agreements between
the parties. This Agreement may be amended or modified only by a writing executed
by the duly authorized officers of the parties hereto. It is understood and agreed that
this Agreement may not be changed, modified, or altered except by an instrument, in
writing, signed by both parties in accordance with the laws of the State of Ohio.
XII. Discrimination.
A. No discrimination for reason of race, color, national origin, religion, sex,
genetic information, pregnancy, age, ancestry, military status, sexual
orientation, gender identity, marital status, veteran's status, or disability shall
be permitted or authorized by Dublin and/or Service Provider in connection
with the Services.
B. Nothing in this Agreement shall require the commission of any act contrary to
any law or any rules or regulations of any union, guild, or similar body having
jurisdiction over the Services of Service Provider.
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XIII. Governing Law/Venue. Any controversy or claim, whether based upon
contract, statute, tort, fraud, misrepresentation or other legal theory, related directly
or indirectly to this Agreement, whether between the parties, or of any of the parties'
employees, agents or affiliated businesses, will be resolved under the laws of the State
of Ohio, in any court of competent jurisdiction in Franklin County, Ohio.
XIV. Severability. If any provision of this Agreement is held invalid or
unenforceable, such provision shall be deemed deleted from this Agreement and shall
be replaced by a valid, mutually agreeable and enforceable provision which so far as
possible achieves the same objectives as the severed provision was intended to
achieve, and the remaining provisions of this Agreement shall continue in full force
and effect.
XV. Paragraph Headings. Paragraph headings are inserted in this Agreement
for convenience only and are not to be used in interpreting this Agreement.
[Signatures appear on following page.]
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BY SIGNING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT YOU HAVE
BEEN INFORMED THAT THE CITY OF DUBLIN, OHIO HAS CLASSIFIED YOU AS AN
INDEPENDENT CONTRACTOR AND THAT YOU HAVE BEEN ADVISED THAT
CONTRIBUTIONS TO OPERS WILL NOT BE MADE ON YOUR BEHALF FOR THESE
SERVICES.
FURTHER, BY SIGNING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE THAT
THE CITY OF DUBLIN, OHIO HAS IN NO WAY LIMITED OR RESTRICTED YOUR
RIGHT TO PROVIDE THE AGREED -TO SERVICES TO THE GENERAL PUBLIC AND
THAT YOU REGULARLY PROVIDE SUCH SERVICES TO THE GENERAL PUBLIC.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
of 2018.
CITY OF DUBLIN, OHIO
BY:
Date
Colleen Gilger
Director of Economic Development
BY:
Date
Donna Goss
Director of Development
BY:
Date
Dana McDaniel
City Manager
METRO DATA CENTER
BY:
Date
ITS:
Approved as to Form:
Jennifer D. Readler, Law Director
0127206.0607934 4849-7758-4192v1 7
CERTIFICATION OF FUNDS
I hereby certify that the funds required to meet the City's obligation, payment, or expenditure
under this Agreement have been lawfully appropriated or authorized for such purpose and
are free from any obligation now outstanding
Angel L. Mumma
Director of Finance
0127206.0607934 4849-7758-4192v1
Date
EXHIBIT A
Scope of Services
Dublin Entrepreneurial Center Founder Sponsor Agreement — City of Dublin
DEC Mission Statement: The DEC is a vibrant, energetic community of entrepreneurs
working together to grow businesses and technologies. The DEC is a place that provides
services and promotes an environment to increase deal flow for potential entrepreneurial
and technology development resulting in more businesses and job creation in Dublin.
DEC Sponsorship Services to be performed by Metro Data Center, LLC on behalf
of the City of Dublin:
1. MDC will provide management and oversight of all sponsorships, grants,
contractors, facility, DEC programming.
2. List the City of Dublin and the sole Founder Sponsor on all marketing materials.
3. Perform all DEC related services in a professional business -like manner.
4. Represent the City of Dublin in a professional manner at all DEC functions.
5. Coordinate/schedule DEC Activities, Programs and the Use of the Facility.
6. Interact with, establish relationships with and promote a network of local
business start-ups within the community.
7. Establish and maintain relationships with collaborators and sponsors, develop
and maintain a list of potential and active collaborators and sponsors.
8. Schedule and meet with potential collaborators to determine resource and
programming direction.
9. Facility "Inner Circle", and other Internal DEC Community Building Events and
meetings.
10. Review and vet potential tenant applications to ensure new member
entrepreneurs/companies meet the Mission of the DEC.
11. Actively recruit Revl Ventures referrals to become DEC tenants.
12. Provide tenants with access to entrepreneurial services including access to
collaborators, expert advice and educational programming.
13. Provide tenants with on-site amenities including offices, conference rooms, cafe,
training room, shared services, 24/7 secure access, receptionist and Dublink
WiFi. Additional amenity to include fully uninterrupted electricity on third floor.
14. Facilitate regularly scheduled "on -boarding" sessions between new tenants and
collaborators.
15. Respond in a timely manner to inquiries regarding the DEC and/or refer them to
the City's Economic Development Staff.
16. Coordinate and/or communicate needs of the DEC and tenants to City Staff.
17. Seek and Obtain Sponsorship of events, services and equipment.
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18. Provide information to the City of Dublin, pertaining to Tenant Facility Use
Agreements.
a. City of Dublin Tax Account Forms for each Tenant.
b. W9 Forms, associated with each Tenant.
c. List of Tenants and their appropriate contract information.
19. Provide information to the City of Dublin pertaining to DEC sponsors and
collaborators.
20. Provide information to the City of Dublin, pertaining to DEC Meeting Events.
a. List of Events, Purpose, Special Guests and Hosts
21. Provide and Coordinate Marketing of the DEC.
a. DEC Web Site Content, Maintenance and Updates.
b. DEC Calendar Updates.
c. DEC Blogs, Social Media Posts, Internal and External Communications.
d. Manage media, marketing and promotional opportunities.
e. Responsibility for DEC brand and messaging.
22. Provide monthly sponsor invoices to the City of Dublin according to the following
sponsorship schedule:
a. 2019: Monthly sponsorship of $30,417 (Annual total of $365,004)
b. 2020: Monthly sponsorship of $25,521 (Annual total of $306,246)
c. 2021: Monthly sponsorship of $23,958 (Annual total of $287,496)
d. 2022: Monthly sponsorship of $22,396 (Annual total of $268,746)
e. 2023: Monthly sponsorship of $20,833 (Annual total of $249,996)
0127206.0607934 4849-7758-4192v1
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