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Ordinance 042-19RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S Ordinance No. 42-19 Passed AIN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES TO PDS PLANNING, INC. TO IrIDUCE IT TO LEASE A FACILITY TO LOCATE ITS CORPORATE HEADQUARTERS 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, 1.994, and thc. updated Strategy approved by Dublin City Council Resolution No. 30-04 adopted on .duly 6,, 2004, the City desires to encourage commercial office development and create and preserve jobs and empioyment opportunities within the City; and WHEREAS, I)DS Planning, Inco (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 locate its corporate (headquarters and its associated operations and workforce, all within the City, in order to achieve the payroll withholding targets set foo in the Economic Development Agreement, and WHEREAS, this Council hiAs 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 fore of Economic Developments Agreement presently on file in the office of the Clerk of (;0uncil, to induce the Company to lease a facility to locate its corporate headquarters and itt3 associated operations and workforce, all within the City, which will result in the 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 VII:i:, Section 13 of the Ohio Constitution® NOW, rfiEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, 'j1 - of the elected members concurring, that: Section 1, The Economic Development Agreement by and between the City and the Company, in the fore presently on file with the Cleric 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 to locate its corporate headquarters, all within the City, which will result in the 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 thcll City, shall be evidenced conclusively by the execution thereof. This Council further -authorizes the City Manager, for and in the name RECORD OF ORDINANCES BARRETT BROTHERS • DAYTON, OHIO Ordinance No. _q9.1 -It Passed Uwe 2 of 2 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. 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 in open meetings of this Council or committees, and that all deliberations of this Council and any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law including Section 121.22 of the Revised Code. Section 4. This Ordinan/ c�hall be in full force and effect on the earliest date permitted by law. �/ Pdsskd this yor — Presiffing 09X'er ST: ofi�5� r , 2019. Clerk of Council Form 6220S I c0tv 0 Office of the City Manager I f Dublin 5200 Emerald Parkway * Dublin, OH 43017-1090 it Phone: 614-410-4400 # Fax: 614-410-4490 Me I I I To,: Members of Dublin City Council Dates, August 6, 2019 Lnitiated Bye. Colleen Gilger, CEcD,, Director of Economic Development Jeremiah Gracia., CEcD, Economic Development Administrator Re: Ordinance 42-19 - Economic Development Agreement with PDS Planning, Inc. MI -6 Economic Development staff has been in discussions with PDS Planning, Inc. about the potential relocation and expansion of their corporate headquarters currently located in Grandview. Th,4 company is evaluating their real estate options in Dublin, Grandview, and Worthington. PDS Planning is a wealth management firm serving individuals and families across central Ohio and in 13 states. The company is ranked as one of the Top 10 Central Ohio Fee -Only Financial Advisory firms as ranked by Columbus Business First. This project results in the relocation of fifteen (15) existing jobs in Dublin and the addition of seven (7) new jobs by the end of 2024. The company is required to sign a lease of at least seven (7) consecutive years for an office location within the City of Dublins The Economic Development Agreement proposed is a five (5) year, 15% Performance Incentive o withholdings collected (2020-2024), capped at $10,000 for the term of the agreement. Please not 4 that incentives offered are only for net new jobs and payroll. No incentives are provided for th relocation of existing employees from Grandview to Dublin. The City expects to net approximatel $175500 of income tax over the term of this development agreement. Staff recommends Council passage of Ordinance 42-19 at the second reading/public hearing or August 26, 2019. Please contact Jeremiah Gracia with any questions about this project. ECONOMIC DEVELOPMENT AGREEMENT rrtlis EcoNomic DEVELOPMENT AGREEMENT (the "Agreement"') is made and entered into this day of 2019 0he "-Efftctive Date"), 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 PDS PLANINING, INC., an Ohio corporation (the "Coml)any" and together with the City, the "Parties"), under the circumstances summarized in the following recitals. WHEREAS, consistent with. its Economic Development Strategy (the "Stratetgy") approved b Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated Strateg approvedby Dublin City Council Resolution No. 3 )0-04 adopted on July 6, 2004, the City desires t encourage commercial office development and create and preserve jobs and employme opportunities within the City; and WHEREAS. based on the results of the Company's recent comprehensive examination of work -force needs, andinduced by and in reliance on the economic development incentives provided 0 in this Agreement, the Company desires to lease a facility to locate and expand its corporate headquarters and its associated operations and workforce, all within the City; and V WHEREAS, pursuant to Ordinance No. 42-19 passed on 2019 (the "Ordinance" the City has determined to offer the economic development incentives described herein to induce tti Company to lease a facility for the location of its corporate headquarters and the associate operations and worktorce, all within the City, which. Will result in the creation of new jobs an employment opportunities to improve the economic welfare of the people of the State of Ohio an the City, all as authon*zed in Article V111, Section 13 of the Ohio Constitution; and WHEREAS, the City and the Company have determined to enter into this Agreement to p, 'de these incentives in order to induce the Company to lease a facility to locate its corporat* rovi I I headquarters and its associated operations and workforce, all Within the City; Now THEREFORE, the City and the Company covenant, agree and obligate themselves as t'ollows*,. Section 1. Com.panvs- A�,Treement to Lease a Facilijy to Locate its CoKporate- Headquarters and its Associated 0 Serations and Work -force Within the Ci�y. (a) In consideration for the economic development 'incentives to be provided by the City herein, the Company agrees that it will'tease a facility which 'is located within the City (the "Facili�y it) and which will be of sufficient size to locate its corporate headquarters and the associated operations and workforce, all within the City, and all. consistent with the terms of this Agreement. In connection with the location of the Con-ipany's corporate headquarters and its associated operations and workforce, the Company expects to locate fifteen (15) existing employee positions to the City by February 28, 2020. In addition, the Company also expects to create seven (7) new employee positions 2 ,V 13 (1 '3v2: 07-09-20 '9 within the City by December 31, 2024. The total estimated payroll withholdings for the located and new employee posl*tions I*s estimated to be One Hundred Eighty -Five lbousand Five Hundred and 00/100 Dollars ($185,500.00) over the term of this Agreement. Section 2. city,',s Agrggment to Provi*de Incentives. (a) General. In consideration for the Company's agreement to lease the Facility for th location of its corporate hcadquarters and its associated operations and workforce, and to locat existing and create new jobs and employment opportunities, all within the City, the Ci*ty agrees t provide economic development incentives to the Company in accordance with this Section. ]a (ii) Information Relat'ng to Em-plq Tbe Company agrees that, in accordance I _yees. with. the City's codified ordinances, as may hereafter be amended from time -to time (the Sl"11' '.fO]0-8799-86523i,2: 0"-09-_"'0/9 2- Dublin City Code"), the annual payroll reconciliation and related W-2 forms relating to its Employees will be provided to the C' -orior to February 28 of each calendar year. Identification Number. The Company's Federal. Employer fl) Identification N -umber is The Company agrees that if the Federal Employer Identification Number changes at any time during the tcrm of this Agreement, the Company w ill notify the City of such change, including the new Federal. Employer Identification i I I I Number.,, within thirty (30) days of the occurrence of such change. (v) Base Withho,ldings,,_ Target- Withholdins_,_ and Annual # The Base Withholdings, the Target Withholdings and the Annual Cap for each of the calendar years 2020 through 2024 shall be astbllows." Calendar Year Base Withhold* Tib ,rget.,Withholdinvii Annua!fa �R 2020 $261,500 $3000 $L000 2024. 26,500 33,500 1,500 2022 26,500 37,000 25000 2023 26,500 40�,000 2,500 2024 26500 45,000 3,000 (1) The Base Withh ldin s represents the estimated payrollwithholding tees which will be collected in respect of the Compmly's fifteen (15) existing employees which will be located to the City. The difference between the Target Withholdings and tile. Base Withholdings for each calendar year reflects the anticipated minimum withbolding'sattributable to new employee positions created after the Company locates to the City. a (vi) Forfeiture of, ght.-,.to,- Receive Annual Incentive,,. Pgarm e,_n.t. The Company agrees and acknowledges that the Annual Incentive Payments provided for in subsection 2(b) are being made by the City to the Company in consideration for the Company"s agreement to lease the Facility and to locate its corporate headquarters and its associated operations and workforee, and to locate and create jobs and employment opportunities, all within the City. The Company further agrees that if the Target Withholdings requirement is not met for any .1 -3 'z �010-18"99-' 0`4 9-'019 given calendar year as set forth in subsection 2(b)(v), the City shall not be obligated to make an Annual Incentive Payment to the Company for the calendar year in respect of which the Target Withholdings requirement was not satisfied. Failure to satisf� the Target Withholdings requirement in respect of any one calendar year does not prohibit the Company from receiving ?.n Annual. Incentive Payment for any subsequent calendar year in respect of which. the Target Withholdings requirement is satisfied. I 1'11111viii; � I .... ........ ....... A (i) The Company agrees that it shall timely (A) file directly with the City all municipal income tax returns and Illi 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 its municipal income tax returns and remit its municipal income tax payments directly through the Ohio Business Gateway, the Company acknowledges that if in respect of any of the tax years 2020 through 2024 (.*Inclusive) the Company either (C) files a related municipal income tax return or (D) remits a related municipal income tax payment in either case directly -with the Ohio Business Gateway instead of the City, then notwithstanding subsection. 2(c)(1i), the Company shall forfeit its right to receive and the City shall not be obligated to remit any payment which the City might otherwise be required to pay pursuant to subsecti on 2(b)(iv) (each applicable payment be ing referred to as a "Required Pdyment") in respect of that tax year. (d) Method of PLaMeThe payments to be paid to the Company as provided 'in thi Section 2 shall be made by the City to the Company by electronic funds transfer or by such othe manner as is mutually agreed to by the Cit), and the Company. (e) C.�.y,`.,s .. ......... Obli,gation to Make ents Not Debt-, P ents Limited to Nontax Revenues. Notwithstanding anything to the contrary herein, the obligations of the City pursuant to this Agreement sball not be a general obligation debt or bonded indebtedness, or a pledge of the Section 3. Misceiianeous. 0 � (. This Agreement may not be assigned without the prior written consent of all non -assigning Parties. (b) Bi*ndjjj&Efkq. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. r"I (c) CgLitions. i. I iie captions and headings in this Agreement are for convenience only and in no way deflimit or describe the scope or 'intent of any provisions or sections of this Agreement. (d) Day for Performance. Wherever herein there is a day or time period established for petformance and such day or the expiration of such time period is a Saturday, Sunday or legal hol iday then such time for performance shall be automatically extended to the next business day. (e) Economic Develo ment Assistance Certification.. The Company has made no fals statements to the City 'in the process of obtaining approval of the incentives described in thi Agreement. If any representative of the Company has knowingly made a false statement to the Ci to obtain the incentives described 'in this Agreement, the Company shall be required to immediatel return all benefits received under thlis Agreement pursuant Ohio Revised Code Section 9.66(C)(2 and shall be ineligible for any future economic development assistance from the State, any Stat agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Comp acknowledges that any person who provides a false statement to secure economic developme assistance may be guilty of fialsification, a misdemeanor of the first degree, pursuant to Ohio Revise 5 Code Section 2921.13 (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 Aggement. This Agreement constitutes the entire Agreement between th Parties on the subject matter here -of and supersedes all prior negotiations,, agreements an understandings, both written and oral, between the Parties with respect to such subject matter. Thi Agreement may not be amended, waived or discharged except in an instrument in writing execute by the Parties. I (g) Events of Default and Remedies. Except as otherwise provided in this Agreement, I'] the event of any default in or breach of this Agreement. .1 I , or any of its terms or conditions, by any Part-., hereto, such. defaulting Party shall, upon written. notice from any non -defaulting Party, procee( immediately to cure or remedy such default or breach, and, inany event, within thirty (30) days afte receipt of such notice. In the event such default or breach is of such nature that it cannot be cured o remedied within said thirty (30) day period, then in such event the defaulting Party shall upon writtel notice from. any non -defaulting Party commence its actions to cure or remedy said breach within sai*( thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case sucl action is not taken or not diligently pursued, or the default or breach shall not be cured or remedt*e( within a reasonable time, the aggrieved non -defaulting Party may institute such. proceedings as m a, be. necessary or desirable in its opinion to cure and remedy such default or breach. (h) Executed Coup=arts. This Agreement may be executed, in several counterpart each of which shall be deemed to constit-Lite an or ginal, but all of which together shall constitute b one and the same *instrument. It shall not be necessary in provinv, this Agreement to produce o account for more than one of those counterparts. (i) Extent of Covenants; No Personal Liability. All covenants, obligations and agreements of the Parties contained in this Agreement shall be effective to the extent authorized and permittedby applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obl igati on or agreement of any present or future member, officer, agent or employee of the City or the Company other than in his or her official capacity, and neither the members of the legislative body of the City nor any City or Company official executing this Agreement shall be liable personally under this Agreement or be subject to any personal liability or accountability by reason of the execution thereof or by reason of the covenants, obligations or a&rreements of the City and the Company contained in this Agreement. GoveMipg is Agreement shall be governed by and construed in accordanc Th with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claim counterclaims, disputes and other matters in question between the City, 'Its agents and employees, an i the Company, its employees and agents, an* sing out of or relating to this Agreement or its breach w be decided in a court of competent J urisdiction within Frankl in County, Ohio. (k) Legal.,,AuthopLtIr. The Parties respectively represent and covenant that each is legally empowered to execute, deliver and -perform this Agreement and to enter "Into and carry out the transactions contemplated by this Agreement. The Parties further respectively represent and covenant that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties -6- Sf--'B VIO-8799-8623v_?: 0" 09--"'019 and all steps necessarf to be taken by the Parties have been, taken to constitute this Agreement, and the covenants and agreements of the Parties contemplated herein, as a valid and binding obligation of the Parties, enforceable i #.. with its terms. (1) Limit on Li*ab1.'1,1q-", 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. #s[mages are claimed under contract,, tort (including negligence and strict liability) or any other theory of law. (m) Notices. Except as otherwise specifically set forth in this Agreement, all notice, demands, requests, consents or approvals given, required or permitted to be given hereunder shall b in writing and shall be deemed sufficiently given if actually received or 'if hand -delivered or sent b recognized, overnight delivery service or by certified mail, -postage prepaid and return recei requested addressed to the other Party at the address set forth in. this Agreement or any addendum t or counterpart of this Agreement, or to such other address as the recipient shall have previousl, notified the sender of in writing,, and shall be deemed received upon actual receipt, unless sent b - certified mail. iin which event such notice shall be deemed to have been received when the retu.. receipt 'is signed or refused. For purposes of this Agreement, notices shall be addressed to: (i) the City at.- City of Dublin, Obio 5800 Shier Rings Road Dublin, Ohio 43016-7295 Attention.- Economic Development Director the Company at.- PDS Planning, Inc. Ohio 43 Attention: The Parties, by notice given hereunder, may designate any further or different addresses to whi'C subsequent notices; certificates, requests or other communications shall. be sent. (n) No Waiver. No right or remedy herein conferred upon or reserved to any Party i. .0 intended to be exclusive of any other right or remedy, and each and every right or remedy shal b cumulative and in addition to any other night or remedy given hereunder, or now or hereafter legal. existing upon the occurrence of any event of default hereunder. The failure of any Party to insist any time upon the strict observance or performance of any of the provisions of this Agreement or t exercise any right or remedy as provided. in this Agreement shall not impair any such right or remed or be construed as a waiver or relinquishment thereof. Every right and remedy given by thi Agreement to the Parties hereto may be exercised from time to time and as often as may be deeme expedient by the parties hereto,, as the case may be. (o) Recitals. The Parties ackjiowledge 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. SPI3, '�rO!O,S799--, 6231-2: 07-09-2019 - 7 - (p) Reportin Y Requirements,,.. The Company acknowledges that it is hereby advised b the City that certain accounting reporting requirements may obligate the City to treat and repolt. payments remitted hereunder to the Con-ipany as a tax. abatement. Notwithstanding any such reportin requirements,, the Company acknowledges and agrees that the Company 'is not entitled hereunder t an abatement or exemption of any tax obtigation that would otherwise be payable pursuant to th Dublin City Code. I (q) Sevejability. If any provision of this Agreement, or any covenant, obligation ol agreement contained herein is determined by a court to be invalid or unenforceable, that determinatio shall not affect anv other provision', covenant, obligation or agreement, each of which shall b construed and enforced as if the invalid or unenforceable portion were not contained herein. Th invalidity or unenforceability shall not affect any valid and enforceable application thereof, and eac such provi*sion, 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 Ri rrepresentations and warranties of the Pat -ties 'in this Agreement shall survive the execution and delivery of this Agreement. (s) Term of AgKeement. This Agreement shall. become effective as of the Effective Date A -- and shall continue until the earlier of (0 December 31, 2019 provided that as of that day the Company shall have theretofore failed to satisfy the requirements of subsection I (b)(i), (ii) February 28, 2020 p *ded that as of that day the Company shall have theretofore failed to satisfy the requirements of rovi I I subsection 1(b)(iii), (Iiiii) February 28, 2020 provided that as of that day the Company shall have theretofore failed to satisfy the requirements of subsection. I (b)(ili) or (iv) the day on which the final Annual Incentive Payment which. the City is obligated to pay hereunder iis received by the Company. Third Pgly.,Beneficiaries. Nothing in this Agreement, express or implied, 'is intende to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever unde or by reason of this Agreement. (REMAI-NDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS) SPH I IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed in their respective n(innes by their duly authorized representat ives, all as of the date first written above. w iff1=4 By: Prl*nted-, Jenniter D. Readier TI*tle:---DI*recfor of Law By* - tri nted.- Dana L. McDaniel T it I e .-, —C ity , Manner PDS PLANNING, INC. By -*--w---. Printed: Title: SPH 010-8790-8623112., O" -/)")--20/Q 9 iff-a-MV: I I A, The undersigned, Director of Finance of the City under the foregoing A&rreement, certifies hereby a tht the moneys required to meet the obligations of the City under the foregoing Agreement .If W during Fiscal Year 2019 have been appropriate d 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 fTom any previous encumbrances. This Certificate 'is given in compliance with Sections 5705.41 and 5705.44, Ohio Revised Code. Dated.- 2019 Angel L. Mumma Director of Finance City of Dublin, Ohio S[11� '4010_8799- -10- 8623v---,':