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07-07 OrdinanceRECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 07-07 Ordinance No. Passed , 20 AN ORDINANCE AUTHORIZING THE PROVISION OF ECONOMIC DEVELOPMENT INCENTIVES TO HULL & ASSOCIATES, INC~ TO INDUCE THE RETENTION OF ITS CURRENT WORKFORCE AND THE FURTHER EXPANSION OF THE HULL ~ ASSOCIATES, INC. WORKFORCE WITHIN THE CITY OF DUBLIN; AUTHORIZING THE EXECUTION OF AN ECONOMIC DEVELOPMENT AGREEMENT WHEREAS, consistent with the Economic Development Strategy approved by Dublin City Council Resolution No. 07-94 an June 20,194, this Council desires to encourage commercial office development and provide for the creation of employment opportunities within the City; and WHEREAS, based on the results of Hull & Associates, Inc, the "Company"} and comprehensive examination of workforce needs, and induced by and in reliance on the economic development incentives provided in the proposed Economic Development Agreement, the Company is desirous of retaining its existing workforce within the City, and expanding its workforce to achieve the payroll withholding targets set Earth in the Economic Development Agreement; and WHEREAS, this Council has determined to offer certain economic development incentives in conjunction with the provision of the State Incentive, the terms of which are set forth in a substantially final form of Economic Development Agreement presently on file in the office of the Clerk of Council, to induce the Company to expand its workforce within the City, thereby creating additional jobs and employment opportunities and improving the economic welfare of the people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; and WHEREAS, this Council finds that it is in the best interest of the City to provide these economic development incentives to induce the Company to expand its workforce within the City and to provide for the execution and delivery of that Economic Development Agreement with the Company; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, Union and Delaware Counties, Ohio, of the elected members consurrtng, that: Section 1, The City hereby finds and determines that the provision of certain economic development incentives, as described in the Economic Development Agreement has described below) is necessary and appropriate and in the best interests of the City to provide for the creation of jabs and employment opportunities and to irr~prave 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, Section 2. The Economic Development Agreement by and between the City and the Company, in the forth presently on file with the Clerk of Council, providing far, among other things, the provision of economic development incentives in consideration for the Company's agreement to expand its 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 Warne of this City, are hereby authorized to execute that Economic Development Agreement, provided further that the approval of changes thereto by those offcials, 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, far and in the name of the City, to execute any amendments to the Economic Development Agreement, which RECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 07-07 Ordinance No. Page 2 Passed , 20, amendments are not inconsistent with this Ordinance and not substantially adverse to ~ this City. Section 3. This Council further hereby authorizes and directs the City Manager, the Director of Finance, the Director of Law, 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 4. 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 incompliance with the law. Section 5. This Ordinance shall be in full force and effect on the earliest date permitted by law. Signed: Mayor -Presiding Officer Attest: ~,~ Clerk f Council Passed: ~ ~ , 2007 Effective: __~' ~ , 2007 1 CITY ~F DUELIN Office of the City Manager 5200 Emerald Parkway, Dublin, Ohio 43016 Phone: 614-410-4400 • Fax: 614-410-4490 To: Members of Dublin City Council From: Jane S. Brautigam, City Manager Date: January 30, 2007 Initiated By: Dana L. McDaniel, Director of Economic Development Memo Re: Ordinance 09-07 -Time Warner Telecom -General Right-of Way Permit Summary Ordinance 09-07 authorizes a General Right-of Way Permit to be granted to Time Warner Telecom. Time Warner Telecom is a new provider of network systems and will deploy its system within DubLINK. It also has the ability to use some of the Time Warner Cable system. All regulations and requirements have been complied within accordance with Chapter 98.4(C) of the Dublin Codified Ordinances and the Right-of Way Regulations. The presence of Time Warner Telecom is important to the Dublin community, as it will offer yet another service provider for Dublin residents and businesses. Recommendation After review of the application submission by Time Warner Telecom, staff recommends passage of Ordinance 09-07 by emergency at the second reading/public hearing on February 20. ECONOMIC DEVELOPMENT AGREEMENT THIS ECONOMIC DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this day of , 2007, 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 HULL & ASSOCIATES, INC., an Ohio corporation, authorized to do business in the State (the "Company"), with offices located in Dublin, under the circumstances summarized in the following recitals. RECITALS: WHEREAS, consistent with its Economic Development Strategy approved by Dublin City Council Resolution No. 07-94 adopted on June 20,1994, the City desires to encourage commercial office development and provide for the creation of employment opportunities within the City; and WHEREAS, the Clty deSlreS t0 increase employment opportunities and improve the economic welfare of the people of the City; and WHEREAS, based on the results of the Company's recent comprehensive examination of workforce needs, and induced by and in reliance on the economic development incentives provided in this Agreement, the Company is desirous of retaining its current workforce and expanding its workforce within the City; and WHEREAS, pursuant to Ordinance No. 07-07 passed , 2007 (the "Ordinance"), the City has determined to offer certain economic development incentives as described herein to induce the Company to retain and expand its 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, the City and the Company have determined to enter into this Agreement to provide the incentives described herein and to induce the retention and expansion by the Company of its workforce within the City; Now THEREFORE, the City and the Company covenant agree and obligate themselves as follows: Section 1. Compan,~greement to Retain Current Workforce at its Current Facility and Create Jobs. The Company presently employs 58 full-time employees at its site located at 6397 Emerald Pkwy, Suite 200 in the City. The aggregate annual payroll of those employees is approximately $3,100,000. For consideration of the economic development incentives to be provided by the City herein, the Company agrees that it will retain its current workforce of 58 fulltime employees in the City, and expand its workforce within the City by creating approximately 22 employment opportunities by December 31, 2011 in order to achieve the annual Target Withholdings (as defined below) set forth in Section 2. Section 2. Cit~greement to Provide Incentives. (a) General. In consideration for the Company's agreement to expand its operations, workforce and associated payroll within the City, the City agrees to provide economic development incentives to the Company in accordance with this Section. (b) Workforce Expansion Grant. (i) Calculation of Actual Withholdings. On or before March 15 of each of the years 2008 thru 2012 the City shall determine whether the actual payroll withholding taxes collected during the preceding calendar year by the City from all Employees (the "Actual Withholdings") meet or exceed the Target Withholdings for that preceding calendar year, all in accordance with the schedule set forth below. For purposes of this Section 2, "Employees" shall include only the following: (A) All individuals employed by the Company working at any Company facility located within the City ("Company Employees"). (11) Information Relating to Company ETyees. The Company agrees that, in accordance with the Dublin City Code, the annual payroll reconciliation and related W-2 forms relating to Company Employees will be provided to the City prior to February 28 of each calendar year. (c) Payments to the CompanX. In consideration of an agreement to expand its office space and workforce within the City, the City agrees to provide a grant to Hull & Associates in the amount of $24,000 (the "Grant"). Prior to making the Grant payment to Hull & Associates, the City must receive an executed copy of a lease agreement providing for a lease from Hull & Associates of the Dublin Facility for a term of not less than five (5) years. The Grant also is payable no sooner than April 30, 2007. At its sole discretion, and prior to the payment of the Grant, the city may request any reasonable documentation with respect to how Hull & Associates intends to use the Grant. (d) Target Withholdings and Repayment Schedule. In each of the calendar years 2008 through 2012, 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 ("Actual Withholdings"), meet or exceed the Target Withholdings for the preceding calendar year. For each Target Withholding not met or exceeded in the preceding calendar year, the Company must submit a repayment of the Grant equal to one-fifth of the total Grant amount, to the City, no later than March 31 of the then current calendar year; the repayment amount is as set forth in Section 2(d) herein ("Grant Payment"). -2- The Target Withholdings and Repayment Schedule for each calendar year shall be: Calendar Year Target Withholdings Repayment if Target is not Met 2007 $77,652 $4,800 due in 2008 2008 $84,782 $4,800 due in 2009 2009 $92,125 $4, 800 due in 2010 2010 $99,689 $4,800 due in 2011 2011 $108,679 $4,800 due in 2012 The Grant Payment 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. (e) Additional Incentives. The City and the Company agree that if the Company exceeds its job expansion targets described herein, the City and the Company may enter in negotiations for additional incentives not otherwise provided by this Agreement. (h) Ci , '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. 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 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: -3- ~1~ the City at: City of Dublin, Ohio 5800 Shier Rings Road Dublin, Ohio 43016-7295 Attention: Economic Development Director (ii) the Company at: Hull & Associates, Inc. 63 97 Emerald Pkwy, Suite 200 Dublin, Ohio 43 017 Attention: Dave Richards 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 the Company in other than his or her official capacity. No official executing or approving the City's or the Company's participation in this Agreement shall be liable personally under this Agreement or be 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 the Company and its successors and assigns. (d) Recitals. The City and the Company 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 the Company. (~ 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) Severabili 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 -4- 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, (ii) the illegality or invalidity of any application hereof or thereof shall not affect any legal and valid application hereof or thereof, and (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 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 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 the Company and the City in this Agreement shall survive the execution and delivery of this Agreement. (k) Limitation on Remedies. 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. -5- IN WITNESS WxEx~OF, 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 a ove. CITY OF DUBLIN, OHIO By: Printed: Jane Brautigam Title: Cit~ger By: Printed: Marsha I. Grigsby Title: Director of Finance Approved as to Form: By: Printed: Stephen J. Smith Title: Director of Law HULL & ASSOCIATES, 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 during the year 2007 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: , 2007 Marsha I. Grigsby Director of Finance City of Dublin, Ohio -7-