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03-08 OrdinanceRECORD OF ORDINANCES Uaytoo Lcgal ~laok, Ins. F~u~m Nci. 3~0~1~ O3-OS ordinance Na. Passed 20 ~~ AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES FOR PURPOSES OF RETAINING CBIZ, INC. AND ITS OPERATIONS AND WORI~'ORCE WITHIN THE CITY OF DUBLIN 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. Q7-94 adapted on June 20,1994, and the updated strategy approved by Dublin City Council Resolution No. 3~-04 adopted on July U, 20Q4, the City desires to encourage commercial office and retail development and provide for the creation of employment opportunities within the City; and WHEREAS, CBIZ, Inc, ~ "CBIZ"} is desirous of retaining its operations and workforce within the City in consideration for the provision by the City of economic development incentives; 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 Develo meat ~~ p Agreement presently on file in the office of the Clerk of Council, to induce CBIZ to retain its operations and Workforce within the Clty, to retain 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 WIII,Section 13 of the Ohio Constitution; and WHEREAS, this Council Ends that it is in the best interest of the City to provide those economic development incentives to induce CBIZ to retain its operations and workforce within h t e Cit and to rovide far the exec i y p ut an and delivery of that Economic Development Agreement with CBIZ; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, []pion and Delaware Counties, Ohio, of the elected mel>lbers concurring, that; Section 1. The Economic Development Agreement by and between the City and CBIZ, ~ in the form presently on file with the Clerk of Council, providing for, among other things, the provision of incentives to CBIZ in consideration for CBIZ' agreement to retain 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 this City, are hereby authorized to execute that Economic Development Agreement, provided further that the approval of changes thereto by those off cials, and their character as not bein g 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 a ro riate pp p off cers 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 deterrriines tha tall formal actions of this Council i~ 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. RECQRD QF ORDINANCES Dayton Legal ~31ank, l~~c, E~urm No, 30043 Ordinaj~.ce No. 03-0$ Pcr~~ed Page 2 , 20 i !, Section 4. This Ordinance shall be in full force and effect on the earliest date permitted bylaw. igned: ' Mayor -Presiding Officer Attest: ~ Clerk of Council Passed: a-~.~ ~ , 2008 ~, Effective: ~ , 2048 ~l 1 _2_ Office of the City Manager 5200 Emerald Parkway, Dublin, Ohio 43017 crrv OE UUBLIN Phone: 614-410-4400 Mem o To: Members of Dublin City Council From; Jane S. Brautigam, City Manager `~. ~~ ~~ ~~A ,,,.~ Date: December 21, 2007 Initiated By: Dana L. McDaniel, Deputy City ManagerlDirector ofEconomic Development Re: Ordinance No. 03-oS -Economic Development Agreement with CBIZ Summary: Staff has been in discussions with CBIZ, Inc. ~"CBIZ"} regarding the retention of its operations and workforce in the City of Dublin. CBIZ has operated at 5450 Frantz Road (The Preserve} since 199$. CBIZ intends to extend its lease for another 7 years, 2005 through 2014, as a result of certain incentives offered by the City. Nationally, CBIZ provides leading professional support consultants and services providers for sma1I, midsized and corporate businesses. From accounting and tax to benefits and insurance to a wide range of consulting services, CBIZ offers national caliber business solutions. CBIZ is the nation's #1 benefits specialist and one of the largest accountin service roviders, professional support consultant groups, business insurance firms, valuation and medical practice mana e~ment companies for small, midsized. and corporate businesses in the U.S. With offices in major cities throughout the United States, CBIZ offers the resources of a national company with the personal service for business as a local partner. The CBIZ off ce in Dublin consists of an accounting, tax and advisory group that acts as a small business accounting provider and provides customized, personalized and integrated solutions for business and individual financial needs. To learn more about CBIZ go to ~v~~r~v-.cl~if.net . Ordinance No. 03-08 authorizes an Economic Development agreement between the City and CBIZ that includes atwo-year Retention Grant totaling $55,000. Should CBIZ meet certain withholding incentives, they will receive this grant in two payments. The first payment will be $25,000 and the second payment will be $30,000. Should CBIZ not meet either of the withholding targets in the first two years, they will not receive the grant payment for that year. Should CBIZ not meet pre- determined target withholdings in any of the years subsequent to receiving a grant payment, they will repay the City $11,400 for that year in which they did not meet the target withholding. Uver the term of this agreement, CBIZ is estimated to pay over $290,000 of income tax withholdings to the City. The $55,000 Retention Grant is equal to 1 S% of these total withholdings, paid from non- tax revenues. Recommendation. Staff recommends City Council approve Ordinance No. 03-08 at the second readinglpublic hearing on January 22. Passing this ordinance will support Council's goal relative to retaining Dublin-based businesses. Please contact Dana McDaniel or myself with any questions you may have. ~e Tb mTa `E ~ f e ~ ECONOMIC DEVELOPMENT AGREEMENT __ - r THIS ECONOMIC DEVELOPMENT AGREEMENT (this "Agreement") is made and entered into this day of , 2008, 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 CBIZ ATA, LLC. ("CBIZ") a Dublin corporation, 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 and retail development and provide for the retention and creation of employment opportunities within the City; and WHEREAS, CBIZ desires to retain its offices at 5450 Frantz Road, Dublin, Ohio, and retain and expand a workforce of approximately fulltime employees over the next seven years within the City; and WHEREAS, pursuant to Ordinance No. passed January 22, 2008, the City has determined to offer economic development incentives described herein to induce CBIZ to retain 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 and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; and WHEREAS, the City and CBIZ have determined to enter into this Agreement to provide these incentives to induce CBIZ to retain its operations and expand its workforce within the City; Now THEREFORE, the City and CBIZ agree and obligate themselves as follows: Section 1. CBIZ Agreement to Retain and Expand Jobs. CBIZ agrees that it will maintain its operations at 5450 Frantz Road in the City (the "Dublin Facility"). CBIZ will extend its lease for a period of seven (7) years (2008 through 2014). CBIZ will present a copy of the signed lease to the City in order for this Agreement to be executed. CBIZ will retain at least employees in the City and expand the number of employees to by 2014. The average annual wage of these employees for this period is estimated to be $100,000 with total estimated payroll withholdings of approximately $297,000 over the term of this agreement. Section 2. City Agreement to Provide Incentives. (a) General. In consideration for CBIZ's agreement to retain workforce and associated payroll within the City, the City agrees to provide economic development incentives to CBIZ in accordance with this Section. ~e Tb mTa `E ~ p, ~ ~ _ _ (b) Retention Grant. In consideration of the agreement to locate its operations and workforce within the City, the City agrees to provide a grant to CBIZ in the amount of $55,000 (the "Retention Grant"). The City will make two payments of the Retention Grant to CBIZ, solely from non-tax revenues, over the first two years of the seven-year lease period, as follows: (i) Pa ment 1. The City will pay $25,000 to CBIZ on or before April 15, 2008, provided that (A) CBIZ provides to the City proof of a signed lease within the City for aseven-year period beginning in 2008 and ending in 2014, and (B) by March 15, 2008, the City validates that Actual Withholdings (as defined below) paid to the City by CBIZ meets or exceeds $39,000 for calendar year 2007. (11) Pa ment 2. The City will pay $30,000 to CBIZ on or before April 15, 2009, provided by March 15, 2009 the City validates that Actual Withholdings (as defined below) paid to the City by CBIZ meets or exceeds $40,000 for calendar year 2008. The payments provided for in this Section 2(b) shall be made by the City to CBIZ by electronic funds transferor such other manner as is mutually agreed to by the City and CBIZ. (c) Calculation of Actual Withholdin s and Repayment to the CitX. On or before March 15 of each of the years 2008 thru 2015, the City shall determine whether the actual payroll withholding taxes collected during the preceding calendar year by the City from all Employees, net of refunds paid to Employees by the City (the "Actual Withholdings") meet or exceed the target withholdings for that preceding calendar year (the "Target Withholdings"), all in accordance with the schedule set forth in subparagraph (i) below. For purposes of this subparagraph (c), "Employees" shall include all individuals employed by CBIZ in the City and working at the Dublin Facility. CBIZ agrees that, in accordance with the Dublin City Code, the annual payroll reconciliation relating to the Employees will be provided to the City prior to March 15 of each calendar year. (i) Target Withholdings. With respect to the Actual Withholdings collected during each of the calendar years 2008 thru 2014, inclusive, the Target Withholdings in respect of each of those calendar years are: Calendar Year Target Withholdings 2007 $39,000 -validated by March 15, 2008 2008 $40,000 -validated by March 15, 2009 2009 $40,800 - validated by March 15, 2010 2010 $41,616 - validated by March 15, 2011 2011 $42,448 - validated by March 15, 2012 2012 $43,297 - validated by March 15, 2013 2013 $44,163 - validated by March 15, 2014 2014 $45,046 - validated by March 15, 2015 -2- ~e Tb mTa `E ~ p, ~ ~ _ _ (11) Repayment of Retention Grant to the CitX. If the City determines in any of the years 2008 through 2015 that the Actual Withholdings do not equal or exceed the Target Withholdings for the then preceding calendar year (as computed pursuant to Section 2(c)(i)), CBIZ agrees to pay to the City by May 1 of the then current calendar year an amount equal to the lesser of (A) $11,000 or (B) an amount equal to the difference between the aggregate amount of the Retention Grant theretofore paid by the City to CBIZ pursuant to Section 2(b) less the aggregate amount of repayments theretofore paid by CBIZ to the City pursuant to this Section 2(c)(ii). The City and CBIZ agree that the aggregate amount of repayments which CBIZ may be required to pay to the City pursuant to this Section 2(c)(ii) shall not exceed the aggregate amount of the Retention Grant paid by the City to CBIZ pursuant to Section 2(b). (d) 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 CBIZ 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. (e) Applicable City Payroll Tax Rate. For purposes of calculating the Actual Withholdings in each calendar year under this Section 2, the City's payroll tax rate shall be assumed to be two percent (2%). Section 3. Miscellaneous. (a) Notices. Except as otherwise specifically set forth in this Agreement, all notices, demands, requests, consents or approvals given, required or permitted to be given hereunder shall be in writing and shall be deemed sufficiently given if actually received or ifhand-delivered or sent by a 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: 5800 Shier Rings Road Dublin, Ohio 43016-7295 Attention: Economic Development Director -3- ~e Tbb mTa `E ~ p e ~ ~ _ _ (11) CBIZ at: 5450 Frantz Road Dublin, Ohio 43 016 Attention: The parties, by notice given hereunder, may designate any further or different addresses to which subsequent notices, certificates, requests or other communications shall be sent. (b) Extent of Provisions; No Personal Liability. All rights, remedies, representations, warranties, covenants, agreements and obligations of the City under this Agreement shall be effective to the extent authorized and permitted by applicable law. No representation, warranty, covenant, agreement, obligation or stipulation contained in this Agreement shall be deemed to constitute a representation, warranty, covenant, agreement, obligation or stipulation of any present or future trustee, member, officer, agent or employee of the City or CBIZ in other than his or her official capacity. No official executing or approving the City's or CBIZ's participation in this Agreement shall be liable personally under this Agreement or subject to any personal liability or accountability by reason of the issuance thereof. (c) Successors. This Agreement shall be binding upon and inure to the benefit of CBIZ and its successors and assigns. (d) Recitals. The city and CBIZ acknowledge and agree that the facts and circumstances as described in the Recitals hereto are an integral part of this Agreement and as such are incorporated herein by reference. (e) Amendments. This Agreement may only be amended by written instrument executed by the City and CBIZ. (~ Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute but one and the same agreement. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. (g) Severability. In case any section or provision of this Agreement, or any covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any application thereof, is held to be illegal or invalid for any reason: (i) that illegality or invalidity shall not affect the remainder hereof or thereof, any other section or provision hereof, or any other covenant, agreement, obligation or action, or part thereof, made, assumed, entered into or taken, all of which shall be construed and enforced as if the illegal or invalid portion were not contained herein or therein; (11) the illegality or invalidity of any application hereof or thereof shall not affect any legal and valid application hereof or thereof; and -4- ~e Tbb mTa `E ~ p e ~ ~ _ _ (111) each section, provision, covenant, agreement, obligation or action, or part thereof, shall be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the full extent permitted by law. (h) Ca tions. The captions and headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. (i) Governing Law and Choice of Forum. This Agreement shall be governed by and construed in accordance with the laws of the State or applicable federal law. All claims, counterclaims, disputes and other matters in question between the City, its agents and employees, and CBIZ, its employees and agents, arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within Franklin County, Ohio. (j) Survival of Representations and Warranties. All representations and warranties of CBIZ and the City in this Agreement shall survive the execution and delivery of this Agreement. (k) Limit on Liability. Notwithstanding any clause or provision of this Agreement to the contrary, in no event shall City or CBIZ 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. (remainder of page intentionally left blank - signatuNe page follows) -5- ~e Tb mTa `E ~ p, ~ ~ _ _ IN WITNESS WHEREOF, the City and CBIZ 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 Approved as to Form: By: Printed: Stephen J. Smith Title: Director of Law By: Printed: Jane Brautigam Title: Cit~ger CBIZ ATA, LLC By: Printed: Title: -6- ~e Tbb mTa `E ~ p e ~ ~ _ _ 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 Deputy City Manager/Director of Finance City of Dublin, Ohio -7-