Ordinance 033-19RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No.
33-19
Passed ,
AN ORDINANCE AUTHORIZING THE PROVISION
OF CERTAIN INCENTIVES TO CITY BARBEQUE, LLC
TO INDUCE IT TO LEASE A FACILITY TO RETAIN
AND EXPAND AN OFFICE AND ITS ASSOCIATED
OPERATIONS AND WORKFORCE, ALL WITHIN THE
CITY; AND AUTHORIZING THE EXECUTION OF AN
ECONOMIC DEVELOPMENT AGREEMENT.
WHEREAS, consistent with its Economic Development Strategy (the "Strategy/
approved by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and
the updated Strategy approved by Dublin City Council Resolution No. 30-04 adopted on
July 6, 2004, the City desires to encourage commercial office development and create
and preserve jobs and employment opportunities within the City; and
WHEREAS, City Barbeque, LLC (the "Company) recently performed a comprehensive
examination of its workforce needs, and based on the results of this examination, and
induced by and in reliance on the economic development incentives provided in the
proposed Economic Development Agreement (as described below), the Company is
desirous of leasing a facility to retain and expand an office and its associated operations
and workforce, all within the City, in order to achieve the payroll withholding targets set
forth in the Economic Development Agreement; and
WHEREAS, this Council has determined that it is necessary and appropriate and in the
best interests of the City to provide for certain economic development incentives to the
Company, as described in the proposed Economic Development Agreement; and
WHEREAS, this Council has determined to offer the economic development incentives,
the terms of which are set forth in a substantially final form of Economic Development
Agreement presently on file in the office of the Clerk of Council, to induce the Company
to lease a facility to retain and expand an office and its associated operations and
workforce, all within the City, which will result in the retention of existing and creation
of new jobs and employment opportunities, thereby improving the economic welfare of
the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13
of the Ohio Constitution;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, r7 of the elected members concurring, that:
Section 1. The Economic Development Agreement by and between the City and the
Company, in the form presently on file with the Clerk of Council, providing for, among
other things, the provision of certain economic development incentives in consideration
for the Company's agreement to lease a facility for the retention and expansion of an
office and its associated operations and workforce, all within the City, which will result in
the retention of existing and creation of new jobs and employment opportunities, is
hereby approved and authorized with changes therein not inconsistent with this
Ordinance and not substantially adverse to this City and which shall be approved by the
City Manager. The City Manager, for and in the name of this City, is hereby authorized
to execute that Economic Development Agreement, provided further that the approval
of changes thereto by that official, and their character as not being substantially adverse
to the City, shall be evidenced conclusively by the execution thereof. This Council further
authorizes the City Manager, for and in the name of the City, to execute any amendments
to the Economic Development Agreement, which amendments are not inconsistent with
this Ordinance and not substantially adverse to this City.
Section 2. This Council further hereby authorizes and directs the City Manager, the
Director of Law, the Director of Finance, the Clerk of Council, or other appropriate officers
of the City to prepare and sign all agreements and instruments and to take any other
actions as may be appropriate to implement this Ordinance.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. 33-19 Passed P ge 2 of 2
Section 3. This Council finds and determines that all formal actions of this Council and
any of its committees concerning and relating to the passage of this Ordinance were taken
y` in open meetings of this Council or committees, and that all deliberations of this Council
and any of its committees thatres Ited in those formal actions were in meetings open to
the public, all in compliance wi e law including Section 121.22 of the Revised Code.
Section 4. This Ordinanc shill be in full force and effect on the earliest date permitted
by�aw.
ibned:
ayor - PresiAing
'Attest: v
'Clerk of Council
Passed: 2019
Effective: 2019
Too. Members of Dublin City Council
From,: Dana McDaniel, City Mana
Date: June 18, 2019
In"Iti"ated By: Donna L. Goss, PhD, Director of Development
Colleen Gilger, CEcD, Economic Development Director
Rachel S. Ray, AICP, Economic Development Administrator
Re: Ordinance 33-19 — Economic Development Agreement with City Barbeque, LLC
Since the first reading on June 10, 2019, the Economic Development Agreement document has been
modified to adjust the job retention and creation figures to reflect the actual 2018 year-end
headcount (68) and the creation of 39 new positions for a total of 107 positions proposed by
December 31, 2023, as found in Section 1(a). The total withholdings projections did not change,
,v-nd neither did the incentive proposal. No further changes were made.
Economic Development staff has been in discussions with City Barbeque, LLC about the relocation
and expansion of its corporate headquarters. The project results in the retention of 68 positions an,
the addition of 39 new positions by December 31, 2023. This retention and expansion project is in
competition with locations elsewhere in the Columbus Region and in the southeastern U.S.
Memo re. Ord. 33-19 -- Economic Development Agreement with City Barbeque, LLC
June 18, 2019
Page 2 of 2
In consideration, City Barbeque agrees to add 39 new positions in Dublin by December 31, 2023 and
execute a minimum 10 -year lease on a location within Dublin corporation limits. The company must
reach predetermined annual withholdings targets to qualify for these performance incentives. Based
on the company's payroll projections, it is estimated that the City will net approximately $1,407,483
in income tax withholding revenue over the company's ten-year lease term.
The State of Ohio is also proposing economic development incentives to City Barbeque to help retain
and expand its workforce and investment in Ohio.
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Staff recommends Council passage of Ordinance 33-19 at the second reading/public hearing on Jun;
24, 2019. Please contact Rachel Ray at 614-410-4630 or rr.ay( —I— I
___�Lidubfln.ohms with any questions you
may have%
Too. Members of Dublin City Council
From.,s Dana L. McDaniel, City Mana9pr"*",
Date: 3une 4, 2019
In*ltl*ated By: Colleen Gilger, CEcD, Economic Development Director
Rachel S. Ray, AICP, Economic Development Administrator
11111 1111 111,
Economic Development staff has been in discussions with City Barbeque, LLC about the relocation
and expansion of its corporate headquarters. The project results in the retention of 68 jobs and tht
addition of 39 new jobs by 2023. This retention and expansion project is in competition with locations
elsewhere in the Columbus Region and in the southeastern U.S.
In consideration, City Barbeque agrees to add 39 new jobs in Dublin by the end of 2023 and executit
a minimum 10 -year lease on a location within Dublin corporation limits. The company must reach
predetermined annual withholdings targets to qualify for these performance incentives. Based on
the company's payroll projections, it is estimated that the City will net approximately $1,407,483 in
income tax withholding revenue over the company's ten-year lease term.,
The State of Ohio is also proposing economic development incentives to City Barbeque to help retain
and expand its workforce and investment in Ohio.
Memo re. Ord. 33-19 — Economic Development Agreement with City Barbeque, LLC
June 4, 2019
Page 2 of 2
Staff recommends Council passage of Ordinance 33-19 at the second readi.ng/public hearing on June
24f 2019. Please contact Rachel Ray at 614-410-4630 or qqy@ n.ohms with any questions you
may have.
V_Jk.1kJN`01M1C DEVELOPMENT AGREEMENT
Ttiis EcONOMic DEVELOPMENrfA AGMEMENT(the ",11greemenf") is made and entered into this
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day of 2019 (the `'E�,f ective Dwe"), by and between the CITY OF DUBLIN , 01-110
(the �4( UY"), a municipal corporation duly organized and validly existing under the Constitution.
and the laws of the State of Ohio (the ",�Iale") and its Charter, and Ciery BARBEQUE!, LLC, an Ohio
limited liability company (the "C,'om1,)an
j,7" and together with the City, the 'Parties"), under the
circumstances summarized in the following recitals.
WHEREAS, consistent with its Economic Development Strategv 1,(the ".,-S.'tt-weapproved bv
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Dublin Citv Council Resolution No. 07-94 adopted on June 20, 1994., and the updated Strategy
approved by Dublin City Council Resolution No. 30-04 adopted on. July 6. 2004, the City desires to
encourage commercial office development and create and preserve jobs and employment
opportunities within the CityJ,; and
IVIJEREAS, based on the results of the Company's recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement,, the Company desires to lease a -facility to retain, and expand an. office and its
associated operations and workforce, all within the City; and
WHEREAS, pursuant to Ordinance No. 19 passed on 2019 (th
Ordinance"), the City has determined to offer tile economic development incentives describe
herein to induce the Company to lease a facility 1"or the retention and expansion of an. office and A
associated operations and workforce, all within the City, which will result in the retention of existin
and creation of new jobs and employment opportunities to improve the economic welfare of th
people of the State of Ohio and. the City, all as authorized, in Article VIII, Section 13 of the Ohi,
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Constitution; and
WHEREAS, the City and the Company have determined to enter into this Agreement t
provide these incentives in order to induce the Company to lease a facility to retain and, expand a,
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office and its associated operations and work-forcel, all within. the City,;
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Now"I"HEREFORE., the City and the Company covenant, agree and obligate themselves as
follows..
Section 1. Company',,s, ,,Agreement to Lease aFacility to Retain and Ex-oand an Offic
and, its Associated Operations and Workforce Within th 0
C&t N
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(a) In consideration for the economic development incentives to be provided by
the Company agrees that it will lease a facility which is located within -the City (the "Fcic I
herein',
and which. will be of sufficient size to retain and expand an office and the Company's associate
operations and workforce, all within the City, and all consistent with the terms of this Agreemen
'Fhe Company expects to retain Sixty -Eight (68) existing employee positions within the City. Th'.
Company also expects to create Thirty -Nine (39) new employee positions within the City b
December 3 1, 2023 ). The total estimated payroll. withholdings for the retained and. new employee
positions is estimated to be One Million Twenty -Three Thousand and 00/100 Dollars ($1,023,000.00)
o
over the term. of this Agreement.
(b) The Company agrees that the City's obligations to rem it paynients pursuant to Section
2 of -this Agreement shall be contingent upon (i) the Company delivering to the City a photocopy of
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a fully executed ap idencing the Company.'s lease of the Facility within the City for a
,ree.ment evi I
minimum. term of ten (10) years (the Lea,.ve Agreement"'), which will accomn-todate the retention and
expansion of the Company's associated operations and work-l"orce, (ii) the City issuing to the
Company (which issuance will notbe unreasonably withheld, delayed or conditioned) a certificate of
occupancy ,the Yerat qf 0(..,,cu1,wn(�Y")upon completion of renovation. work on the Facility, (iii)
the Company occupying the Facility and (iv) such other conditions as are set forth in Section 2,-
providi_�d, hoii.Tver, and notwithstanding any provision, herein to the contrary, if the Company shall',
after having acted in. good faith, fail to execute the Lease Agreement, receive the Cert-ificate of
Occupancy or occupy the Facility within the respective periods set forth in. subsections 3(s)(i), 3(s)(ii)
and 3(s)(iii),, (v) this Agreement will terminate Without such failure. constituting a breach by the
Company, (vi) the City's obligation to remit either of the retention incentive payments (as described
in. subsection 2(b)(0) or any Annual 'Incentive Payments will be ten-ninated and (vii) the Company
will. owe no penalties to the City as a result of such failure.
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Section 2. City"SA-greement to Provide Incentives.
(a) General. In, consideration -for the Company's agreement to lease the Facilit and retain
and expand its associated operations and worKlorce,, and to retain. existing and create new jobs and
employment opportunities all within the City, the City acyrees to provide economic development
incentives to the Company, in accordance with, this Section.
(b) Retention Incentives.
(0 Retention Incentive Pqyments to the Con -many. The Company agrees to lease
the Facility and to retain, and expand an office and its associated operations and work.force, all
within the City. In consideration of the Company's agre*ement to lease the Facility and to
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retain and expand that office and retain and create employment opportunities within the City,
and subject to the Company's compliance with the requirements set forth in subsections
2(b)(1), 2(d) and 3(s), the City agrees toremit the following payments to -the Company-.
(A) A payment in the amount of Thirty Thousand and 00/100 Dollars
(,$-' )0,000.00) no -later than thirty (30) days following the date on which, the City shall
have confirmed that all of the following conditions shall have been satisfied (1) the
Company shall have executed. the Lease Agreement -and provided a photocopy of that
executed Leased Agreement to the City, (2) the City shall have issued a Certificate of
Occupancy f r the leased Facility (which issuance will not be unreasonably
conditioned, delayed or withheld by the City) and (3) the Company shall have
occupied the Facility.
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(B) A payment in the amount of ThIrty Thousand and 00/1100 Dollars
($30.000.00) no later than thirty (30) days following the date on which the City shall
have determined that all of the following conditions shall have been satisfied (1) those
conditions included in s-u.bsectl*on 2(b)(I")(A) and (2) all Employees whose primary
work- location was either 6175 F-1.merald Parkway or 6185 Emerald Parkway in the
City as of the Effective Date shall have been relocated to the Facility.
(ii) Forfeiture of-Ri t to Receive Retention Incentive Payments. The Company
agrees and acknowledges that the retention incentive payments provided for in subsection
are bein(I made by the City to the Company in consideration for the CompaiW's
agreement to lea -se the Facility and retain and. expand an office and its associated operations
and, workforce, and to retain and create employment opportunities. all within the Cit -v. The
Company further agrees that if the respective requirements of either subsection 2(b)(1)(A) or
(B) are not satisfied, the City shall not be obligated to remit to the Company the respective
payment as required by that subsection 2(b)(i)(A) or (B).
(c) Workforce Retention/Creation Incentive.
....... ......•
OIL -WIL�VOW Wt
particular calendar year included in. the computations for a separate Citymunicipal 'income
tax -based incentive payment.
(ii Information Relating to Emnlpy�ees. 11 17he Company agrees that, in accordance
with the City's codified ordinances, as may hereafter be amended from time to time (the
"'Dublin ('.."Ode"), the annual payroll reconciliation, and related W-2 forms relating to its
Employees for the preceding calendar year will be provided to the City prior to February 28
of each calendar year.
(iii) Employer Identification Number. The Company's Federal Employer
Identification Number is -* Fhe Company agrees that if the Federal Employer
Identification Number changes at any time during the term of this Agreement, the Company
will notify the City of such change., including the new Federal Employer Identification
Number, witbin thirty (30) days of the occurrence of such change.
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(v) Target Withholdim-Ts and Annual Ca. . The Target Withhold-ings and Annual.
Cap for each of the calendar years 2020 through 2026 shall be as follows. -
Calendar Year
Target Wi*thholdin
.gs
Annual C#R
'42 0 2 0
$127� 120
$20, 00
2021
134,900
22,000
2022
1431,320
23,000
102
150. 000
25MOO
2024
1531.
,�000
251,000
2025
J561A0
251000
2026
159,181
25,000
(vi) Forfeiture of -Right to Receive Annual Incentive R_a
_�ment The Company
agrees and acknowledges that the Annual Incentive Payments providedibr in subsection 2(c)
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(d) Filing of Municipal Income Tax Returns and Remission. of Related Taxes.
Company agrees that it shall timely (A) file directly with the City all
municipal income tax returns and (B) remit directly to the City all municipal income tax
payments, each as required by the Dublin City Code. While Ohio law currently permits the
Company to file itsmunicipal 'income tax returns and remit its municipal income to payments
directly through the Ohio Business Gateway, the Company acknowledges that if in respect of
anY W of the tax years through 2026 (inclusive) the Company either (C) files a related
municipal income tax rete m or (D) remits a related m.uni.cipal, income tax, payment, in. either
case directly with the Ohio Business Gateway instead of the City, then notNvithstanding
subsection 2(d)(H),, the Company shall forl'elt its right to receive and the City shall not be
obligated to remit any payment which the City might oth.erwise be required to pay pursuant
to subsections 2(b)(i) or 2 ) (each applicable payment in referred to as a "Required
j)cij,�ment") in respect of that tax, year.
(H) Not earlier than fifteen(15 )) days preceding the date on which the City is
required to make a Required Payment to the Compwiy, the City shall. determine whether the
Company is in. full compliance with its obligation to remit municipal income taxes to the City
pursuant to the Dublin City, Code. If the City reasonably determines that the Company is I -lot
in full compliance, the City shall. not be obligated to make the Required Payment on the
required payment date and will promptly provide written notification of such determination
to the Company. If within sixty (60) days following the date of the City'svxTi*tten notification,
'the City receives a payn-ient from theCompany which the Citv reasonably detern-iines will
cause the Company to be in full compliance with its municipal. income tax obligations
pursuant to the Dublin City Code (including any applicable interest and pertalties), the City
will Avithinfii.fteen (15) days of receipt of such payment remit to the Company the Required,
Pa y ment. If., ho-vxrever, the Company fails to timely remit sufficient payment to the Citv in.
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accordance with the preceding sentence, the City m.ay in its sole discretion determ-ine that the
City's obligation to remit such Required Payment is voided and that such Required Payment
will notbe made, and will promptly provide written notification to the Company of such
deten-nin.ti on.
(e) Method of PUme n,.t,. 'Fhe payments to be paid to the Company as provided in this
Section 2 shall be made by the City to the Company by electronic tunds transfer or by such other
manner as is mutually agreed to by the City and the Company.
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RION
LOWAULN Un 1�
Is I
Section 3. Mi.scenaneous.
(a) As,signment. This Agreement may not be assigned without the prior written consent
of all non -assigning Parties,j)roWtled that if the Company, proposes an assignment to an Affiliated
Entity pursuant to subsection 2(c), the City will not unreasonably condition, delay orwi-thhold its
consent.
(b) Binding Eftect. The provisions of this Agreement shall be binding upon and inure t
the benefit of the Parties and their respective successors and permitted assigns. I
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(c) Captions. r i. Ie 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.
(d) Dqy- for Peffbi-mance. Wherever herein there 'is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,.
then such time for perfomiance shall be automatically extended to the next business day.
(e) Economi.c Development Assistance Certification. The Conipany has made no false
statements to the City in the process of obtaining approval of the incentives described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the'Incentives described in thi's Agreement, the Company shall be required to immediately
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return all benefits received under this Agreement pursuant Ohio Revised Code Section 9.66(C)(2)
and. shall be ineligible for any future economic development assistance from the State,, any, State
agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Company
acknowledges that any person who provides a false statement to secure economic development
assistance mav be �,)uilty of -falsification, a misdemeanor of thefirst degree, pursuant to Ohio Revised
Code Section. 2921.1.3(F)(1), which is punishable by a fine of not more than $ 1,000 and/or a term of
imprisonment of not more than six months
(t) Entire men® This Agreement constitutes the entire Agreement between the
Parties on the subject matter hereof and supersedes all. prior negotiations., agreements and
understandings, both written. and oral, betvv-,een the Parties with respect to such su�ject matter. 111's
Agreement may not be amended, waived or discharged except in an. instrumentinwriting executed
by the Parties.
DUN
*
(h-1 Executed :out jpgrry
—ts. t,q riis Agreement may be executed in several. counterparts,
each of Avhich shall be deemed to constitute an original, but all o: l together shall constitute but
one and the same instrument. It shall not be necessary in proving thi.s Agreement to produce or
account for more than one of those counterparts.
Goveming.Law. i nis Agreement shall be governed by and construed in accordanc
with the laws of the State of Ohio without regard to its principles of conflicts of laws. All clai*m,i
counterclaims, disputes and other matters in question between the City, its agents and employees, an
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the Company,, its employees and agents, arising out of or relating to this Agreement or its breach NN-ri
be decided in a court of competentjUrisdiction. within Franklin County, Ohio.
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(k.) 11.,egal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perfon-n this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and coven -ant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
and all steps necessary to be taken by the Parties have 'been taken to constitute this Agreernent, and
the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of
the Rarties, en't"orceable in accordance with. its terms.
Limit on Liability. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall the City or the Company 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 I iability) or any other theory of law.
Hit
the City at: City o`:. Ohio
5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention:Economic Development Director
(11. the Company at: City Barbeque, LLC
Ohio 43
Attention.*
`rhe Parties, by notice given hereunder, may designate any Ilurthe:car different addresses to which
subsequent notices; certificates., requests or other communications shall be sent.
...........
(o) Recitals. The Parties 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.
(p) Reporting,,.,Requirelme,n,t,,s. The Company acknowledges that 'it Is hereby advised b
the City that certain accounting repoiling requirements may ob14,rate the City to treat and repo
payments remitted hereunder to the Company as a tax abatement. 'Notwithstandingany such reportin
requirements. the Company acknowledges and agrees that, the Company is not entitled hereunder t
an abatement or exemption of any tax obligation that would other -wise be payable pursuant to th
Dublin City Code. Ll
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(q) Severabilit�,. If any provision of this Agreement, or any covenant, obligation o
agreement contained herein Is deterniined by a court to be invalid or unenforceable, that deten-ninatio
shall not affect ativ It 1*
., other provision, covenant, omigation or agreement, each of which shall b,
construed and enforced as if the invalid or wienforceable portion were not contained herein. Th
invalidity or unenforceability shall not affect any valid and, enforceable application thereof, and eac,
such provision, covenant, obligation or agreement shall be deemed to be effective, operative, mad
entered into or taken in the manner and to the full extent permitted by law.
(r) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(s) Term. of Agreement. This Agreement shall. become effective as of the Effective Date
and shall continue until the earl ier of (i) I � 2020 provided that as of that da
d sa
y the Company
shall have theretofore failed to satisfy the requirem:ents of subsection 1. (b)(j), t, 2020
provided that as of that day the. Company shall have theretot"ore fa*leto tisf the
I y re quirements of
subsection I (b)(ii), (111) ____ 1, 2020 provided that as of that day the Company shall have
theretofore failed to satisAr the requirements of subsection I (b)(iii) or (1v) the day on which the final
Annual Incentive Payment which the Cityis obligated to pay hereunder is received by the Company.
Third Party, Beneficiaries. Nothing in this Agreement,, express orimplied, is inted
ned
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to or shall confer upon any other person any right, benefit or remedy of any nature a under
or by reason of this Agreement.
(REMAINDER OF PAGE INTFENITIONAUY LEF'r BLANK - SIGNATUREPAGE Fol,LOWS)
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IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first N)VTitten above.
Approved as to Form. -
Printed: Jennifer D. Readler
Y" *
Fitle:_ Director of Law
CITY OF DUI.BLIN, OHIO
0
Printed: Dana L. McDaniel
Title: its Manf"I
0
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V '"ISCAL 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
during Fiscal Year 201.9 have been appropriated lawfully for that purpose, and are in the J're asun, of
the City or in the process of collection to the credit of an appropniate ftind, free from. any prev.10tis
encun,ibrances. This Certificate is given in compliance with Sections 5705.41 and 5705 5.44., Ohio
Revised Code.
Dated: 2019
Angel. L. Mumma
Director of Finance
City of Dublin,, Ohio