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90-08 OrdinanceRECORD OF ORDINANCES Ordi~zance Nn. 9o-os Passed , ~0 AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES FOR PURPOSES OF ATTRACTING AN OFFICE OF EISC, INC. (CENTER FOR INNOVATIVE FOOD TECHNOLOGY) WITHIN THE CITY OF DUBLIN'S ENTREPRENEURIAL CENTER AND AUTHORIZING THE EXECUTION OF AN ECONOMIC DEVELOPMENT AGREEMENT WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated strategy approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, the City desires to encourage commercial office and retail development and provide for the creation of employment opportunities within the City; and WHEREAS, the City identified that certain anchor uses such as research, technology development and partnerships with Edison Technology Centers and/or associated offices should be established within the Central Ohio Irulovation Center; and WHEREAS, the Center for Innovative Food Technology is an Edison Technology Center whose mission is to provide technical support and access to emerging technologies to Ohio's food and agricultural sector; and WHEREAS, the Center for Innovative Food Technology in collaboration with other partners include but are not limited to the Department of Food Science and Technology at The Ohio State University; the Advanced Technology Team at Rockwell Automation; the Wright Center for Sensor Technology (Cleveland) and the Institute for the Development and Commercialization of Advanced Sensor Technology (Dayton) intends to pursue a research project regarding a Fail Safe Food Safety System; and WHEREAS, the Center for Innovative Food Technology desires to establish an office within the Dublin Entrepreneurial Center for the purpose of providing oversight to the proposed project; and WHEREAS, this Council has determined to offer economic development incentives, the terms of which are set forth in a substantially final form of Economic Development Agreement presently on file in the office of the Clerk of Council, to induce EISC, Inc. to establish its operations and workforce within the City, to create jobs and employment opportunities and to improve the economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; and WHEREAS, induced by and in reliance on the economic development incentives provided in this Agreement, the Company is desirous of using certain space within the Dublin Entrepreneurial Center, an environment promoting technology and entrepreneurial development and new job creation; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, ~ of the elected members concurring that: Section 1. The Economic Development Agreement by and between the City and EISC, Inc., in the form presently on file with the Clerk of Council, providing for, among other things, the provision of incentives to EISC, Inc. in consideration for EISC, Inc.'s agreement to establish its operations and workforce within the City, is hereby approved and authorized with changes therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by the City Manager and Director of Finance. The City Manager and Director of Finance, for and in the name of RECORD OF ORDINANCES this day of ~ ~yyl,fD ~~ , 2008. ~~ ~~ ~ Ordir7n~ice No. 90-08 Passed 20 this City, are hereby authorized to execute that Economic Development Agreement, provided further that the approval of changes thereto by those officials, and their character as not being substantially adverse to the City, shall be evidenced conclusively by their execution thereof. This Council further authorizes the City Manager and the Director of Finance, for and in the name of the City, to execute any amendments to the Economic Development Agreement, which amendments are not inconsistent with this Ordinance and not substantially adverse to this City. Section 2. This Council further hereby authorizes and directs the City Manager, the Clerk of Council, the Director of Law, the Director of Finance, or other appropriate officers of the City to prepare and sign all agreements and instruments and to take any other actions as may be appropriate to implement this Ordinance. Section 3. This Council finds and determines that all formal actions of this Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this Council and that all deliberations of this Council that resulted in those formal actions were in meetings open to the public in compliance with the law. Section 4. This Ordinance shall be in full force and effect on the earliest date permitted bylaw. Mayor -Presiding Officer Attest: Clerk of Council Passed: , 2008 Effective: Q~ _ , 200 -2- c~Tr ot~ nreLty Office of the City Manager 5200 Emerald Parkway • Dublin, OH 43017 Phone: 614-410-4400 • Fax: 614-410-4490 Memo To: Members of the Dublin City Council From: Marsha Grigsby, Interim City Managerl' )'n~C/r~~ Date: November 13, 2008 Initiated by: Dana McDaniel, Deputy City Manager/Director of Economic Development Re: Ordinance 90-08, Center for Innovative Food Technologies (GIFT) Summary Staff has been in discussions with the Center for Innovative Food Technologies (GIFT). GIFT is an Edison Technology Center based in Toledo, Ohio, whose mission is to provide technical support and access to emerging technologies to Ohio's food and agricultural sector. Since 1995, LIFT has organized and managed amembership-based consortium of food industry companies, their suppliers, and academic institutions. After several discussions, LIFT has determined that the City of Dublin is a great environment in which to house a new project entitled, Fail Safe Food Safety Project and a local office to support this project. (See project description, Attachment A to EDA.) This project intends to implement a system that would advance the state of remote monitoring of food safety and security for restaurants and potentially other users requiring/desiring food monitoring. The project is particularly exciting in that it will bring together a number of partners, including, but not necessarily limited to, the Center for Innovative Food Technology (GIFT); the Department of Food Science and Technology at The Ohio State University; and the Advanced Technology Team at Rockwell Automation. Additionally, the Wright Center for Sensor Technology (Cleveland) and the Institute for the Development and Commercialization of Advanced Sensor Technology (Dayton) are in support of the project and may contribute resources to ensure the project's success. By co-locating a LIFT office in the Dublin Entrepreneurial Center (DEC), LIFT will have access to a collaborative environment and meeting space. This location could serve as a central meeting location for all the partners listed above. Additionally, this and potentially other projects can be nurtured in Dublin's entrepreneurial environment. Dublin's dynamic economy, comprised of businesses ranging from small entrepreneurial start-ups to large corporate headquarters may provide opportunities for LIFT to seek collaborations, advice, partnerships, beta tests or even investors in its current and future technologies. The City's network of technology companies, software companies, corporate headquarters, etc. and GIFT may mutually benefit from each others' ideas, iimovations and skill sets. If approved, Ordinance 90-08 would authorize an Economic Development Agreement (EDA) to be executed with GIFT. This EDA provides an incentive to LIFT in the form of one office within the DEC, 7003 Post Road, for use by a GIFT staff person who will oversee this project for a period of two years. The incentive will be in the form of a "Location Grant" in the amount of $10,000. GIFT will be responsible for providing its own furniture, fixtures and equipment For the office, as well as paying for Memo re Ordinance 90-08 -LIFT November 13, 2008 Page Two its own costs for Internet and phone service. The City will pay the Location Grant money to LIFT when proof of execution of a lease agreement with the owner of the DEC facility is presented to the City. The grant will be paid in the following manner: • Year 1: The City will pay to LIFT $5,000, no sooner than January 1, 2009 but no later than January 20, 2009 for the first year. • Year 2: The City will pay to CIFT 55,000, no sooner than January 1, 2010 and no Later than January 20, 2010 for the second year. • Should CIFT non-perform after issuance of a 55,000 Location Grant payment (first year or second year), the Company shall pay back to the City the pro-rated monthly amount for those months of the year which the Company will not be present in the City, but no more than 55,000 total for each year. Providing this incentive to CIFT to locate in the DEC would support the City's desire to pursue research urd technology development and introduce a new partnership with an Edison Technology Center. Recommendation Staff recommends Council approve Ordinance 90-08 at the second reading/public hearing on December 8, 2008. ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELUPI~IENT AGREEMENT (this "Agreement") is made and entered into this day of , 2008, by and between the CITY of DUBLIN, Oxlo (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 EISC, Inc. -the Center for Innovative Food Technology (the "Company" and collectively with the City, the "Parties"), an Ohio corporation with its main office currently located at 5555 Airport Highway, Suite 100, Toledo, Ohio 43615- 7320, under the circumstances summarized in the following recitals. RECITALS WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by Dublin City Council Resolution No. 07-94 adopted on June 20, 1994, and the updated Strategy approved by Dublin City Council Resolution No. 30-04 adopted on July 6, 2004, the City desires to encourage commercial office development and provide for the retention and creation of employment opportunities within the City; and WHEREAS, the City identified that certain anchor uses such as research, technology development and partnerships with Edison Technology Centers and/or associated offices should be established within the Central Ohio Innoj~ation Center; and WHEREAS, the Center for Innovative Food Technology is an Edison Technology Center whose mission is to provide technical support and access to emerging technologies to Ohio's food and agricultural sector; and WHEREAS, the Center for Innovative Food Technology in collaboration with other partners include but are not limited to the Department of Food Science and Technology at The Ohio State University; the Advanced Technology Team at Rockwell Automation; the Wright Center for Sensor Technology (Cleveland) and the Institute for the Development and Commercialization of Advanced Sensor Technology (Dayton) intends to pursue a research project regarding a Fail Safe Food Safety System; and WHEREAS, the Company desires to establish an office within the Dublin Entrepreneurial Center for the purpose of providing oversight to the proposed project; and WHEREAS, the City desires to enable the Center for Innovative Food Technology and its partners to access the services and environment necessary to advance its technology which may lead to technology development and successful entrepreneurial enterprise resulting in new business development and ultimately new job creation; and WHEREAS, induced by and in reliance on the economic development incentives provided in this Agreement, the Company is desirous of using certain space within the Dublin Entrepreneurial Center, an environment promoting technology and entrepreneurial development and ne«~ job creation; and WHEREAS, pursuant to Ordinance No. 90-08 passed on , 2008 (the "Ordinance"), the City has determined to offer the economic development incentives described herein to induce the Company to establish an office at 7003 Post Road, Dublin, Ohio within the City resulting in the creation of new technologies and/or business(s) and ultimately new jobs 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 the Company have determined to enter into this Agreement to provide these incentives in order to ultimately create new technologies, businesses and jobs. NOW THEREFORE, the City and the Company covenant, agree and obligate themselves as follows: Section 1. Comuany Agreement to Locate office. (a) The Company agrees that it will establish an office within the Ihiblin Entrepreneurial Center in the City of Dublin (the "DEC"). The Company desires to establish an office in the DEC for two years. (b) The Company will locate one employee who will oversee the Company's Fail Safe Food ScrfetyProject as outlined in correspondence to the City of Dublin dated August 14, 2008 and found in Attachment "A" to this Economic Development Agreement. (c) The company will execute a lease with the owner of the building within which the DEC is located. The lease will be for at least one office for a period of at least one year. The Company will present a copy of the signed lease to the City of Dublin in order to receive the grant funding as set forth in Section 2. (d) The Company agrees to permit the City to reference the presence of the Center for Innovative Food Technology (GIFT) an Edison Technology Center in the Dublin Entrepreneurial Center. Section 2. City's A~reelnent to Provide Incentives. (a) General. In consideration for the Company's agreement to establish an office consisting of one (1) employee in Dublin as described in Section 1, the City agrees to provide economic development incentives to the Company in accordance with this Section. (b) Location Grant. The City will provide a location grant of $10,000 for the location of at least one employee and the establishment of a LIFT office in the Dublin Entrepreneurial Center over a two year period. (c) Central Ohio Research Network (CORN). The Company will be allowed access to the CORN, which will allow the Company access to the Ohio Super Computer Center Network (OSCnet) and the Ohio Super Computer Center (OSC). (d) Incentive Payments to the Company. The City will pay the Location Grant from solely non-tax revenues. The City will pay to the Company $5,000 no sooner than -2- January 1, 2009 but no later than January 20, 2009 for the first year's lease and after receipt of proof of execution of such lease. The City will pay to the Company $5,000 no sooner than January 1, 2010 and no later than January 20, 2010 for the second year's lease and after receipt of proof of execution of such lease. (e) Company's non-performance. The Company will be considered in "non- performance" of this agreement if the Company determines to re-locate the office and one employee, for which this Agreement was made, outside the City of Dublin for any amount of time during the two year period January 1, 2009 to December 31, 2010. Should the Company non-perform after issuance of a $5,000 Location Grant payment (first year or second year), the Company shall pay back to the City the pro- rated monthly amount for those months of the year which the Company will not be present in the City, but no more than $5,000 total for each year. (f) Method of Payment. The payments to be paid to the Company, as provided for in this Section 2, shall be made by the City to the Company by electronic funds transfer or by such other manner as is mutually agreed to by the City and the Company. (g) City's Obligation to Make Payments Not Debt; Payments Limited to Non-Tax 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 the Company shall have no right to have excises or taxes levied by the City, the State or any other political subdivision of the State for the performance of any obligations of the City herein. Consistent with Section 13 of Article VIII, Ohio Constitution, any payments or advances required to be made by the City pursuant to this Section 2 shall be payable solely from the City's non-tax revenues. Further, since Ohio law limits the City to appropriating monies for such expenditures only on an annual basis, the obligation of the City to make payments pursuant to this Section 2 shall be subject to annual appropriations by the City Council and certification by the Director of Finance of the City as to the availability of such non-tax revenues. For purpose of this Agreement, "nontcrx revenues" shall mean, all moneys of the City which are not moneys raised by taxation, to the extent available for such purposes, including, but not limited to the following: (i) grants from the United States of America and the State; (ii) payments in lieu of taxes now or hereafter authorized to be used for the purposes by State statute; (iii) fines and forfeitures which are deposited in the City's General Fund; (iv) fees deposited in the City's General Fund from properly imposed licenses and permits; (v) investment earnings on the City's General Fund and which are credited to the City's General Fund; (vi) investment earnings of other funds of the City that are credited to the City's General Fund; (vii) proceeds from the sale of assets which are deposited in the City's General Fund; and (viii) rental income which is deposited in the City's General Fund; and (ix) gifts and donations. Section 3. Miscellaneous. (a) Assignment. This Agreement may not be assigned without the prior written consent of all non-assigning Parties. -3- (b) Binding Effect. The provisions of this Agreement shall be binding upon the successors or assigns of the Parties. (c) 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. (d) Day for Performance. 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 performance shall be automatically extended to the next business day. (e) Entire Agreement. This Agreement embodies the entire agreement and understanding of the Parties relating to the subject matter herein and therein and may not be amended, waived or discharged except in an instrument in writing executed by the Parties. (f) Events of Default and Remedies. Except as otherwise provided in this Agreement, in the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party hereto, such defaulting Party shall, upon written notice from any non-defaulting Party, proceed immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written notice from any non-defaulting Party commence its actions to cure or remedy said breach within said thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied within a reasonable time, the aggrieved non-defaulting Party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the defaulting Party. (g) Executed Counterparts. This Agreement may be executed ui several counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute but one and the same instrument. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. (h) 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 permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation 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 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 agreements of the City and the Company contained in this Agreement. (i) Governing Law. 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 the Company, its -4- employees and agents, arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction r~~ithin Franklin County, Ohio. (j) Legal AuthoritX. 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 and all steps necessary 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 in accordance with its terms. (k) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the contrary, in no event shall 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 liability) or any other theory of law. (1) 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) the Company at: EISC, Inc Airport Highway, Suite 100 Toledo, Ohio 43615-7320 Attention: David Beck 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. (m) 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. (n) Severability. If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. -5- That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. (o) Survival of Representations and Warranties. All representations and warranties of the Parties in this Agreement shall survive the execution and delivery of this Agreement. 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 written above. CITY OF DUBLIN, OHIO By: Printed: Marsha I. Grigsby Title: Interitn City Manager Approved as to Form: By: Printed: Stephen J. Smith Title: Director of Law EISC, Inc. By: Printed: Title: -6- FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City under the foregoing Agreement, certifies hereby that the moneys required to meet the obligations of the City under the foregoing Agreement have been appropriated lawfully for that purpose, and are in the Treasury of the City or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio Revised Code. Dated: .2008 Marsha I. Grigsby Interim City Manager/Director of Finance Cite of Dublin, Ohio -7- Attachment A CIFT a Program of EISQ Inc. Center f®r Innovative Food Technology August 14, 2008 Lt. Governor Lee Fisher Director, Ohio Department of Development Riffe Center, 30th Floor 77 South High Street Columbus, Ohio 43215 Dana L. McDaniel Deputy City Manager/Director 5800 Shier-Rings Road Dublin, Ohio 43016 Gentlemen: I was very happy to have been included in the presentation that was made to the management of Arby's Restaurant Cxroup in Dublin this past July 23. I hope that our efforts are rewarded, and that the merger of Wendy's with Arby's results in an increase in employment in Dublin. Several comments that were made at the meeting stimulated some thoughts on how we might be able to increase the attractiveness of Dublin versus Atlanta for some of the jobs that are common to both Arby's and Wendy's, as described by Roland Smith. Recall Roland's comments concerning the importance that he places upon food safety for both of the two companies. I discussed these comments and the situation involving Arby's and Wendy's with several of my colleagues, and together we developed a project concept. Two of CIFT's most valued technology partners are the Department of Food Science and Technology at The Ohio State University, and the Advanced Technology team at Rockwell Automation in Mayfield Heights. The food safety team at OSU are national leaders in the development of systems and technologies to detect and monitor contamination, product spoilage, product tampering, and other food safety hazards. The scientists at Rockwell are international leaders in remote monitoring systems for many types of physical conditions. They are also technology leaders in the food industry. Together, Dr. Fred Discenzo of Rockwell, Rebecca Singer of LIFT, Dr. Ken Lee of OSU, and myself, developed a concept paper, which is included. Later, discussions were expanded to include Ohio's two Wright Centers that are involved in sensors. Both William Verduin, the Director of the Wright Center for Sensor Systems Engineering 5555 Airport Highway, Suite 100 ®Toledo, Ohio 43615-7320 Phone: 419.531.3710 ®Fax: 419.531.8412 ®1.877.668.3472 Toll free ®www.cift.eisc.org EIS C (WCSSE) in Cleveland, and Carrell Walters, who manages the Institute for the Development and Commercialization of Advanced Sensor Technology (IDCAST) in Dayton are in support of the project, and will contribute their resources to ensure success. The paper that is enclosed describes how our team would develop and implement a system that would advance the state of remote monitoring of food safety and security for restaurants. We are sure that such a system would be extremely interesting to Arby's and Wendy's. The system that we envision would require that after the system is developed and implemented, a number of IT professionals will be required to support its operation. Our business concept for this system is that perhaps an incentive could be created whereby Ohio would fund the development, design, and implementation of a prototype system in return for assurances that the support jobs would be Ohio jobs. All of us on the team believe that all the development steps discussed in the concept paper, up to and including installation of a working prototype system at a number of their stores, could be accomplished for somewhere around $200k. Arby's/Wendy's would own the design, and would have exclusive rights to install it company wide. In return, they could then commit to monitor, update, and operate the system from their Dublin headquarters. Each of us on the team are excited about this concept. We feel that it is creative, and makes the clear point that the City of Dublin, and Ohio in general, are good places to do business, and add value to their corporate citizens that are beyond the ordinary. We hope that you share that excitement, and we would like the opportunity to discuss this concept with you at your earliest convenience. If there is any additional information that we can provide to you, please do not hesitate to contact one of us. Sincerely, ~~~`~ Dave Beck The Center for Innovative Food Technology cc: Fred Discenzo, Rockwell Automation Dr. Ken Lee, The Ohio State University Rebecca Singer, CIFT Megan Gordon-Lakey, Regional Economic Development Office Dr. Bob Moser, The Ohio State University William Verduin, WCSSE Carrell Walters, IDCAST Elizabeth Colbert, Ohio Department of Development Mark Barbash, Ohio Department of Development Fail Safe Food Safety System An Ohio Partnership with Triarc, Inc. Principals° Wendy's Triarc; State of Ohio; City of Dublin, Ohio; The Ohio State University, Columbus, Ohio; Rockwell Automation, Inc., Mayfield Heights, Ohio; The Center for Innovative Food Technology, Toled®, Ohio. August 14, 2008 Fail Safe Food Safety System An Ohio Partnership with Triarc, Inc. Principals: ~Vendy's Triarc; State of Ohio; the City of Dublin, Ohio; The Ohio State University, Columbus, Ohio; Rockwell Automation, Inc., Mayfield Heights, Ohio; and The Center for Innovative Food Technology, Toledo, Ohio. Executive Summary: We have the unique opportunity to lead the nation in design, development and implementation of a robust food safety system building on established Ohio expertise and networks. The fopd safety system will be of direct benefit to Triarc and its family of restaurants. This partnership provides an early warning system enabling Triarc to identify problems and solutions before regulatory or news media become alarmed in an outbreak. It gives Triarc real-time control of food safety and quality points in its restaurants, providing a significant competitive advantage. Background: No single issue is more critical to the food system than food safety and security. Ensuring safe foods requires sophisticated monitoring for potential biological, chemical, or physical contamination. Ensuring that industry standards are met or exceeded establishes a solid foundation for producing consistently safe, high quality foods. Food safety is not only essential to public health, it's good business -protecting the image and value of brands in the market. Providing safe and wholesome products to consumers is vital and fundamental to the economic well being and survival of growers, processors, packagers, distributors, retailers, and restaurants. As recent events illustrate, outbreaks of foodbome illnesses cause immediate and extreme negative consequences for all those entities and organizations involved in the growing, preparation, preservation, packaging, distribution, and sale of food products. Public perception of an organization's participation in a food safety incident can cause negative and long-lasting consequences. Loss to the tomato industry has already topped $100 million from speculation on their questionable role in a Salmonella outbreak. All profitability for the current year fresh tomato crop was eliminated due to the erroneous suggestion that the crop was responsible for a national outbreak of illness related to ingestion of Salmonella Enteritidis. California tomato growers, who were never implicated in the scare, have sustained a loss of $14 million just by association with the pseudo contamination. Unequivocal trace-back and rapid identification of ingredient sources would minimize costly errors and consumer confusion. Reliable information regarding the products sold in restaurants, and the ingredients that are used in their production, is critical to the operators of those restaurants. The most important negative consequences of foodbome illnesses are the impacts on the public health, of course. The Center for Disease Control estimates that 76 million Americans are sickened each year from food contamination. Of these, 325,000 are hospitalized, and 5,000 die. The numbers are likely to be higher, because mast people do not recognize they have food poisoning. Outbreaks are noted only when a patient seeks medical attention and the requisite cluster size is met. The economic impacts on the food system and its participants also are very significant. The Economic Research Service (ERS), a branch of the USDA, estimates the annual cost of food illness at $6.9 billion in the US alone. Ed Beckman, president of California Tomato Farmers, estimates the monetary loss to the industry due to the events of this summer to be $100 million. Even more significant is the potential effect on retailers and restaurants to whom an outbreak is attributed. Foodmaker, the parent company of the Jack-in-the-Box restaurant chain, estimates losses of $160 million attributable to the E.Coli outbreak of the 1990's. Annual recurrent cost of E. Coli infections was $405 million, estimated by ERS before the E. Coli in spinach outbreak. Even more devastating are the experiences of restaurant chain Chi-Chi's, Inc. and meat processing company Hudson Foods, both of whom were forced out of business by outbreaks. Given the complexity and increasing globalization of our food system, ensuring food safety and security is becoming an increasingly difficult problem. In a recent presentation, Dr. Frank Busta of the National Center for Food Protection and Defense, points out that the U.S.JGlobal Food System includes: - 2.1 million U.S. Farms - 30,000 U.S. Processing Sites - 94,000 Foreign Processing Sites - 19,000 Domestic PackerslRe-Packers - 87,000 Foreign Packers/Re-Packers - 224,000 Retail Food Stores - 935,000 Retail Food Outlets in addition to countless millions of foreign farms. The products that are consumed are also increasingly complicated. Dr. Busta further points out that a simple cheeseburger such as those served in most quick-serve restaurants involves 86 ingredients in the production of its constituent ingredients. In a private conversation with Dr. L,ee, Dr. Busta notes the recently suspicious Salmonella Saintpaul outbreak may have been intentional, yet after months of investigation nobody knows. Unfortunately, the restaurant is the primary consumer link to these events, and therefore inherits the responsibility for both accidental and intentional safety violations of food ingredients. In addition to problems and potential problems with ingredients, the restaurant is also responsible for the sanitary conditions within its own facilities, for ensuring that all employees adhere to safe food handling practices, that storage of food products is accomplished safely, and that in-stare food preparation is performed in accordance with accepted practices. Wendy's and Arby's are among the industry's leaders in food safety, recognizing both the public health responsibilities and the economic imperatives of providing safe, wholesome products to their customers 100% of the time. Arby's, through its former affiliate company Sybra, Inc., was among the earliest adopters of "Smart Commercial Kitchen Direct", aweb-based temperature monitoring system developed by Food Automation Service Technologies. In the mid-1990's, Wendy's was among the first national chains to incorporate the ServSafe Essentials program developed by the National Restaurant Associations Educational Foundation, which lays out the Food and Drug Administration's Food Code requirements. Further, in 2002, Wendy's developed a supplement to the program that is specific to the operations in their own establishments. These, and other programs and practices, recognize the commitment of both companies to food safety. The Center for Innovative Food Technology (GIFT), The Ohio State University, and Rockwell Automation, Inc., seek partnership with Wendy's/Arby's to implement the next level of food safety in their restaurants. We believe the combined technical resources of these organizations can design, construct, demonstrate, and evaluate an industry-leading, enhanced remote food safety monitoring system for their restaurant operations. This system will enable immediate trace-back of ingredients that provides compelling proof of innocence or involvement if an outbreak occurs. This system will build on the good work already done by Wendy's/Arby's and leverage the extensive expertise and technology base in food processing and monitoring provided by the CIFT- OSU-Rockwell team. Objective: This project will develop, using existing technologies and resident technical expertise, a system that will enhance the abilities of Wendy'slArby's to ensure the safety of the products served in their establishments. The focus of the system will be on detection and identification of agents and conditions that potentially threaten food safety, and communication of that information in real-time so the food safety threat is dealt with before regulatory or news media mobilize. This project will develop, using existing technologies and Ohio technical expertise, a system to enable immediate trace-back of ingredients used in Wendy's/Arby's establishments. Such information, when mapped directly over county-by-county outbreak data, helps establish the involvement of specific ingredients and takes the guesswork out of the system. The capabilities to be provided include areal-time system located in Wendy'slArby's restaurants that continually monitor equipment and processes used in food product receiving, storage, preparation, heating, cooking, and serving. A suite of sensors specific to the restaurant operation will be continually monitored by a controller and relevant food safety information extracted and displayed in the restaurant. Information from remote restaurants will be streamed to a central food safety monitoring site in Dublin Ohio for detailed analysis, trending, archiving, investigative studies, and management planning. This system will provide a basis for early detection and isolation of potential problems and interface with other Wendy's/Arby's information systems and future food trace-back systems. A conceptual diagram of the Fail Safe Food Safety System is shown below. Continuous Kitchen Equipment Monitoring and Centralized Analysis for Industry-leading Fovd Safety ~~ Z • Existing instrumentation, controllers, displays, software ~ remote monitaring infrastructure permit rapidly establishing an effed'eve system • Planned sensors include temperature, moisture, air flow, bio- agent sensing, and wireless sensors • Provides a platform for enhanced data analysis, process optimization, tracking ~ tracing, and sustainability This system will enhance the capabilities and systems currently used at the facilities of the two companies and provide an extensible foundation for adapting to future product, process, and business changes. Data captured and tools provided may be used by Wendy's/Arby's management for distributed or centralized early detection of conditions that could potentially compromise food safety and permit early pre-emptive action. Inherent in this system is monitoring and documentation support for regulatory requirements and for product tracking and tracing. This system will be foundational and be readily adapted as technologies, processes, equipment, and legislation change in the future. Approach: The primary participants in the project will be The Ohio State University, Department of Food Science and Technology, The Center for Innovative Food Technology and Rockwell Automation, Inc. through their Advanced Technology group in Mayfield Heights, Ohio. Rockwell will be represented by Dr. Fred M. Discenzo, Ohio State by Dr. Ken Lee, and CIFT by David Beck. This team has a history of successful collaborative programs focused on food sensing, food processing, sensors, and food safety. Di;'tribvt?d. on-si4e mone4orinp of fn~?d-cafe+-Sr .crAi :a? paramet?~ Laboratory and testing facilities along with experts within these organizations will be engaged as needed. The team will draw upon other external experts and centers of excellence as needed to insure the success of this important program. For example, the State of Ohio has established the Wright Center for Sensor Systems Engineering (WCSSE) in Cleveland Ohio and The Institute for the Development and Commercialization of Advanced Sensor Technology (IDCAST) in Dayton Ohio to provide sensor support for industry-leading programs such as this. Project team members have previously had discussions with WCSSE and IDCAST staff about food safety sensing needs. We have contacted the executive director at WCSSE and at IDCAST about the Wendy's/Arby's program. Both Centers are extremely supportive of this program and stand ready to assist the team as needed to insure the success of this program. Future food safety sensors developed by these Centers with university and industry partners will readily integrate with the planned Wendy'sJArby's food safety monitoring and analysis system. Others, both from within the lead organizations, WCSSE and IDCAST, as well as from other organizations, will be involved as needed. This program will leverage existing commercial sensors, display, database, and communication systems to quickly establish a functioning platform system. Most of the key elements of this program already exist. For example, an infrastructure and software tools for remotely monitoring critical process parameters in real-time is in use by many Rockwell Automation customers. Data is automatically routed in a secure and reliable manner to a centralized site for monitoring, analysis, decision support, trending, and archiving by customer experts. The program may include any or all of the following eight activities: 1 Requirements Specification 2 Preliminary Design & Technology Assessment 3 Tracking and Tracing 4 Modeling and Analysis 5 Architectural Design 6 Prototype Development 7 Deployment and Evaluation 8 Documentation and Training The team will achieve useful, near-term results with the following approach. 1. Requirements Specification: Discussions will be held with appointed representatives of Wendy's/Arby's concerning detection and monitoring systems currently in place within the restaurants. Food safety problems and concerns will be discussed along with planned operational and equipment changes. These discussions will be held on a confidential basis and information provided will be limited only to project staff members. All required confidentiality agreements shall be executed prior to any discussion of sensitive information. This step ensures that the evolved system enhances and does not duplicate systems currently in place, that existing systems are effectively leveraged and integrated, and that current and future needs are identified and effectively addressed in the new system design. 2. Preliminary Design & Technology Assessment: The team will survey technologies that are currently available for monitoring and the detecting quality issues. Given the technical expertise of the team and their extensive background in the food industry, this will be a comprehensive, complete, and current roster of potential technologies. For instance, Ohio State is a national leader in the use of the "artificial nose", a sensor based technology that is used to characterize volatiles as they are emitted from food products and ingredients. The technology has the capability of developing a unique "fingerprint" for foodstuffs, and can be used on a real time basis to identify differences from that fingerprint that may represent spoilage, tampering, or the presence of pathogens. Current research indicates a potential for monitoring spoilage in fruits and vegetables before it reaches unsafe levels. Ohio State is also a leader in the use ofmulti-spectral analysis used to detect variances from ideal conditions in food products. Sensors are available to monitor microbial growth and the development of "biof lms" on food contact surfaces within restaurants. Rockwell has developed a number of sensors that have been demonstrated to detect the deterioration and microbial activity in food products such as those sold at Wendy's/Arby's. Rockwell and team members at OSU, LIFT, Case Western Reserve University {CASE), WCSSE, and IDCAST are working to establish the next generation ofbio-sensors that will be embedded in devices and used for real-time bio-process modeling, analysis and bio-process control. Any and all of these phenomena may be monitored locally in restaurants, and the data may be automatically communicated to a central monitoring facility, or sent to designated locations on the company network. At the centralized location, further data analysis, trending, and archiving may be performed. A preliminary design that provides for in- kitchen sensing, data analysis and display and centralized viewing, analysis, and storage will be developed. Rockwell Automation has developed and deployed similar distributed data acquisition and centralized monitoring for other customers. These systems utilize existing IT and communications infrastructure elements and permit centralized monitoring of remote facilities such as plants, process facilities, and even ships at sea. The preliminary design, technology components, and operational capabilities will be compiled into a functional design and reviewed with designated Wendy's/Arby's management and technical staff. This design will be reviewed to ensure the efficient and cost-effective deployment and usefulness within individual restaurants, shipping vehicles for ingredients, storage facilities, and other locations as determined in Step 1. Those systems with the best potential and benefit to Wendy's/Arby's will be selected for integration into an in-store monitoring system. The selection process will be conducted by the team that includes designated Wendy'slArby's representative(s). Selection will be made on the basis of technical merit as determined by the team, and the relative "value proposition" for each as determined by Wendy's/Arby's. 3. Tracking and Tracing: In the unlikely event that contaminated food is released to the public, it is critical that prompt, efficient, reliable and directed action be taken. The implications of improper or unplanned action can be devastating to public health, brand image, and economic performance. The information captured, logged, and analyzed with the proposed system will be a vital tool in quickly isolating any potential problem or quickly eliminating major processes as a suspected cause of a problem. Rockwell Automation is among the leaders in developing a National Food Traceability Pilot System that will permit readily tracking and identifying suspected food components from the farm to table. This system, to be initially piloted for dairy products includes monitoring milk silos, trucks, processing centers and distribution centers. Portions of this system include linking to an instrumented milk transport system for milk trucks that monitors temperature and vehicle location. The Traceability Pilot is a paperless system that provides protection for individual company sensitive process information. The system is based on a "linking" Federal ingredient ID that will permit tracking ingredients both up-stream and down-stream and avoid searching through paper trails while food customer's safety is in peril. This can be an invaluable tool, for example, when trying to track down the 86 ingredients that comprise a cheeseburger. The proposed Wendy's/Arby's system design will incorporate an efficient Federal ID interface to permit efficient integration with the future National Tracking and Tracing database when desired by Wendy's/Arby's management. This will permit Wendy's/Arby's to quickly capitalize on the capabilities of this new database and avoid delayed benefits and the cost of future system re-development as the National system is deployed in the future. If desired, Wendy's/Arby's may become the first restaurant to participate in this important program that has the keen interest of legislators currently sponsoring food safety bills, consumer advocacy groups, key members of industry, and FDA staff. This will establish Wendy'slArby's as a leading restaurant supporting this National priority focused on food safety and consumer health and send a very strong and positive message to government agencies and to the public. Tracking data are also used to establish epidemiological links during and after an illness outbreak. If disease outbreaks map directly onto a tracked ingredient, that is compelling evidence of involvement. Conversely, tracking data can be used to prove non-involvement of Wendy's/Arby's ingredients. This team will develop a reliable tracking database with a structure acceptable to CDC, FDA and other agencies. If allowed by Triarc, access to these tracking data will help regulatory or private sector outbreak investigators establish origin. Ohio State has made a $5 million investment in Public Health Preparedness for Infectious Disease that may help develop these networks and interfaces. 4. Modeling and Analysis: In order to quickly interpret the data and determine if any action is required, a suite of data display, data analysis and modeling tools will be integrated with the proposed system. Existing packages such as used by Wendy's/Arby's along with other contemporary tools in the industry will be integrated with the new system. Basic graphic and statistical analysis tools will be integrated and established quality measures will be displayed. Deviations from baseline operation and abnormal trends observed will be highlighted before affecting food quality. Several additional modeling and analysis tools will be developed including a sensitivity analysis module and a bia-modeling module. This will enable the system to anticipate potential harmful levels of contaminants, predict when critical thresholds will occur, and prescribe action in order to protect the quality and safety of the food being dispensed. Unique sensors and analytic tools now being developed by OSU, CIFT, CASE and Rockwell along with bio-modeling software being developed for bio-process control will contribute to this application. 5. Architectural Design: A conceptual model for a remote communication system that incorporates the measurement items described above will be specified and designed. The model will include all communication elements and components. Rockwell Automation, a leader in control and communications systems, will take the lead in this phase. 6. Prototype Development: A prototype system will be assembled using the model that was designed in Step 4, above. This system, which will include the remote sensing systems and the centralized control system, will be installed in ten outlets as determined by Wendy's/Arby's. The monitoring and control facilities will be established at the Wendy's/Arby's data center in Dublin, Ohio. 7. Deployment and Evaluation: Procedures will be designed and provided to Wendy's/Arby's for the duration of the prototype testing. The team will provide hardware and software support to the system until completion of the evaluation. Adjustments will be made to the system design as suggested by the testing and input from Wendy's/Arby's staff. Required changes will be incorporated into a final detailed system design that will be the property of Wendy's/Arby's. Implementation on a company-wide basis will be their sole right. 8. Documentation and Training: Modifications and enhancements to this system may be performed by Wendy's/Arby's staff or other partners they may designate in the future. A detailed design specification and functional specification will be provided as part of this system. Equipment lists, BOM lists along with installation and operational documents will be provided. Source code developed for this application along with software design documentation will be provided. Several design reviews will be held and a final project report and presentation will be provided. All specifications, design, and documentation will be the property of Wendy's/Arby's. Implementation on a company-wide basis will be their sole right. Awareness and adoption of standards across the industry directly benefits Triarc and its consumers. Useful information such as best practices,l?ederal ID codes or standardized mapping compatible with local, state or national needs, can be achieved through white papers or scientific publications with product identity removed. In this case Wendy's/Arby's has right of first refusal on any published information generated herein. Deliverables A deliverable from this project will be a detailed system design and an operational demonstration system for local and remote quality and safety monitoring system. This system will be deployed at five sites of Wendy'siArby's choosing to demonstrate the effectiveness of continuous, remote data acquisition and analysis. Data from distributed locations will be efficiently transmitted to company IT staff and process experts in Dublin, Ohio, where it can be used to - enhance product quality, - identify potential safety issues before they occur, - monitor the quality of incoming ingredients, - provide improved "trace-back" for ingredients, - enable real-time mapping of the supply chain, - evaluate the performance of individual outlets, - identify areas of potential risk, inefficiency, or excessive energy consumption, - provide a foundation for real-time 1-IACCP, - provide a basis for future automated tracking and tracing capabilities, Included in the system design will be a detailed description of the project, a functional evaluation, a detailed hardware and software design. The deliverables to be provided include: 1. A requirements specification and functional specification documents 2. Detailed design documents 3. Modeling and analysis algorithms 4. Equipment list, BOM, installation instructions and operations manual 5. Installed sensors, controllers, and communications equipment 6. Source code for all developed software 7. Analysis of pilot deployment sites 8. Technical support and guidance during transition to Wendy's/Arby's staff in Dublin, Ohio 9. A project plan and cost estimate for deploying the system at multiple future sites 10. Training on development, maintenance, and operations 11. A trust relationship with food industry, academic and government leaders in Ohio 12. Participation or leadership in developing national standards for consumer food safety All material developed from this project will be the exclusive property of Wendy's/Arby's, and each of the partners in the project will maintain confidentiality. Description of Partners: GIFT The Center for Innovative Food Technology (GIFT) is a 501 C-3 research program that is supported by the Ohio Department of Development's Technology Division. CIFT's mission is to provide technical support and access to emerging technologies to Ohio's food and agricultural sector. To accomplish this mission, LIFT has assembled a team of scientists and technologists with expertise in many areas of technology with current and significant importance to the food industry. Even more importantly, GIFT has built a network of experts from world-class companies and institutions. LIFT specializes in drawing from this network to assemble multi-disciplinary teams of experts to provide integrated, world-class solutions to problems confronting Ohio food companies, and to develop and deploy technologies that enhance their ability to capitalize on opportunities for competitive advantage. ®SU/F5T The Ohio State University seeks to become the premier land grant public institution in the nation, bringing comprehensive cutting-edge expertise to this partnership. OSU ranks 2na nationally for industry supported research, and research expenditures have reached an all time high of $720 million in fy07. OSU is the state's flagship institution of higher learning. We are a national leader in food and agriculture research, ranking in the top ten nationally for USDA R&D activity. OSU is home to the State's only Food Science and Technology program, providing the tools and talent for advancement of the nation's largest and most vital industry, food manufacture. The state and university made a strategic investment in food sciences, completing a new state of the art Parker Food Science Building in the Fall of 2000 and building a nationally renowned program in emerging food technologies and functional foods. The comprehensive food science program includes 16 faculty members and two endowed chairs, plus several dozen renowned experts in ancillary disciplines including engineering, health, mapping and technologies supporting this partnership. Professor Lee is director of the Food Safety Center and is collaborator on a $5 million targeted investment in Public Health Preparedness, bringing useful expertise in public health, medicine, microbiology, pharmacy and infectious diseases. The food science program enjoys close working relations with CIFT since 1994 and successful collaborations with Rockwell Automation, ensuring high likelihood of success. Rockwell Automation Rockwell Automation is the partner of choice for food processing and manufacturing companies around the world who want to meet their cost, quality, flexibility, and regulatory challenges -from raw material through final shipment and sale. A food industry team within Rockwell is in intimate contact with food handling and processors daily to address new automation opportunities and help customers maintain superior product quality and economic objectives. Often, Rockwell Automation food industry experts reside on-site with major food processors. Rockwell Automation Food Manufacturing Optimization solutions focus on the business issues facing the food industry and address every phase of food manufacturing operations. Elements of the solutions include products (field devices, control systems, visualization platforms, sensors, UO, communications, analytic tools, condition monitoring support, information systems) and services {consulting, project management and implementation, support) that are required to successfully implement and improve operations. Rockwell Automation domain expertise and information-enabled architecture easily integrate with business systems to help optimize utilization of valuable and limited human, physical and financial assets, and to help minimize waste while satisfying demanding consumers and retailers.