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11-08 OrdinanceRECORD OF ORDINANCES Dayton Legal Blank, Inc. Form No. 30043 ~ II-~g Ordinance No. Passed AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN INCENTIVES FOR PURPOSES OF RETAINING AND EXPANDING NORTHWOODS CONSULTING PARTNERS, INC. AND ITS OPERATIONS AND WORKFORCE WITHIN THE CITY OF DUBLIN AND AUTHORIZING THE EXECUTION OF AN ECONOMIC DEVELOPMENT AGREEMENT. 20 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, Northwoods Consulting Partners, Inc. is desirous of retaining and expanding 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 Development Agreement presently on file in the office of the Clerk of Council, to induce Northwoods Consulting Partners, Inc. to retain and expand its operations and workforce within the City, 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 VIII, Section 13 of the Ohio Constitution; and WHEREAS, this Council finds that it is in the best interest of the City to provide those economic development incentives to induce Northwoods Consulting Partners, Inc. to retain and expand its operations and workforce within the City and to provide for the execution and delivery of that Economic Development Agreement with Northwoods Consulting Partners, Inc.; NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, Franklin, Union and Delaware Counties, Ohio, yr of the elected members concumng, that: Section 1. The Economic Development Agreement by and between the City and Northwoods Consulting Partners, Inc. in the form presently on file with the Clerk of Council providing for, among other things, the provision of incentives to Northwoods Consulting Partners, Inc., in consideration for Northwoods Consulting Partners, Inc.'s agreement to retain and expand 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 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 maybe appropriate to implement this Ordinance. RECORD OF ORDINANCES Daytun L,cgul Biunl., Inc Puim N_o 1004.3 _ 11-08 Page 2 Ordi~aance Nn. Pussecl , ?0 r - ~~, 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 by law. ' Signed: Mayor -Presiding Officer Attest: ~ Clerk of Council '~ Passed: ~ , 2008 ~'~, Effective: Y/ , 2008 i I JI CITY OF DUELIN Office of the City Manager 5200 Emerald Parkway, Dublin, Ohio 43017-1090 Phone: 614-410-4400 To: 1L'Iembers of Dublin City Council From: Jane S. Brautigam, City Manager Date: February 28, 2008 Memo Initiated By: Dana L. A%1cDaniel, Deputy City 1~-lanager.,'Director of Economic Development Re: Ordinance No. 11-08 -Economic Development agreement with North~~roods Consulting Partners, Inc. Summary Staff has been in discussions with Northwoods Consulting Partners, Inc. {"Northwoods")regarding the retention and expansion of its operations and workforce in the City of Dublin. Northwoods intends to relocate its existing Dublin operation at 6315 Emerald Parkway to the existing building at 5815 Wall Street, which they are purchasing. The purchase of this larger facility demonstrates Northwoods' long-term commitment to Dublin, as well as its intention to expand its operations anti workforce. Northwoods currently has 63 employees and anticipates employment growth of at least 15% per year for the foreseeable future. According to their website, Northwoods Consulting Partners, Inc., founded in 1997, is a privately held software development company headquartered in Dublin, Ohio. Through their Compass SoftwareTM, Northwoods specializes in providing a suite of software tools that helps automate and improve accuracy and responsiveness to clients and eases burden on case workers. I~Zuch of tlus automation is in the foi•~n of Electronic Document Management, Document Imaging, Front Desk scanning, Automated Electronic Forms, and Scheduling Solutions to various industries. They have a large presence in Ohio county Departments of Jab and Family Services. They are currently building a reseller network to extend their technology solutions to Human Services Agencies across the country (See enclosure 1). Ordinance Na.l 1-08 authorizes an economic development agreement (enclosure 2) between the City and Northwoods that includes: 1. Retention Grant. A retention grant in provided in the amount of $55,000. This grant will be paid within 30 days of proof of occupancy of a facility in Dublin, purchased or leased, for a minimum of ten (10} years by Northwoods Consulting Partners. 2. Withholding Incentive. The City agrees to pay Northwoods Consulting Partners a withholding incentive (net of refunds) equal to 25% times the difference between the annual withholding incentive and the base year withholdings far 2007. The annual incentive will be "capped" at $25,000 per year and $125,000 for a. five-year period beginning in 2008 and ending in 2012. Over aten-year period, it is anticipated that Northwoods will pay approximately $836,000 in income tax revenues to the City. Providing that Northwoods achieves all payroll targets, Northwoods will receive a minimum incentive of $84,600 (10% of withholdings over ten years) or a maximum incentive of $180,000 (22% of withholdings over a ten-year period). Staff has assessed this incentive over aten-year period due to the requirement to purchase a building or enter into a lease of at least 10 years. Recommendation Staff recommends City Council approve Ordinance No. 11-08 at the second reading/public hearing on IVlarch 17, 2008 in suppar-t of Council's goal relative to retaining and expanding Dublin-based businesses. Please contact Dana McDaniel or me with any questions you may have. ECONOMIC DEVELOPII~IENT AGREEMENT THIS ECONOMIC DEVELOPIvIENT 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 NORTHWOODS CONSULTING PARTNERS, INC. (the "Company" and collectively with the City, the "Parties"), an Ohio corporation with its main office currently located at 6315 Emerald Parkway, Dublin, Ohio 43016, 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, based on the results of the Company's recent comprehensive examination of workforce needs, and induced by and in reliance on the economic development incentive provided in this Agreement, the Company is desirous of purchasing or leasing a new facility within the City and expanding its operations and workforce within the City; and WHEREAS, pursuant to Ordinance No.13-08 passed on , 2008 (the "Ordinance"), the City has determined to offer the economic development incentives described herein to induce the Company to purchase or lease a new facility within the City and expand its operations and workforce within the City 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 induce the Company to purchase or lease a new facility within the City and expand its operations and workforce within the City; NoZN THEREFORE, the City and the Company covenant, agree and obligate themselves as follo«~s: Section 1. Compan ~~ s Agreement to Purchase or Lease a Ne~~~ Facility and Expand Its aerations and ~?4'orkforce Within the City. In consideration for the economic development incentives to be provided by the City herein, the Company agrees that it will purchase or lease a new facility within the City and expand its operations and workforce within the City pursuant to this Agreement. The Company expects to expand the number of its employees from sixty-three (63) to one hundred twenty-seven (127) over the years 2008 through 2012. The average annual wage of these employees for this period is estimated to be Thirty-Four Thousand, One Hundred Forty and 00/100 Dollars ($34,140.00), with total estimated payroll withholdings of approximately Three Hundred Seventy-Six Thousand, Six Hundred Twenty-Eight and 00/100 Dollars ($37b,628.00) over the term of this Agreement. Section 2. Cit~greement to Provide Incentives. (a) General. In consideration for the Company's agreement to purchase or lease a new facility within the City and expand its operations and workforce within the City, the City agrees to provide economic development incentives to the Company in accordance ~i~ith this Section. (b) Retention Grant. The Company agrees to either (i) purchase an existing building (the "Acquisition"), or (ii) execute a lease for a minimum often (10} years in an existing building (the "Lease"), all within the City to support the expansion of its operations and create additional employment opportunities within the City. In consideration of the Company's agreement to complete the Acquisition or the Lease and to expand its operations and workforce within the City, the City agrees to provide to the Company a Retention Grant (the "Retention Grant") in the amount of Fifty-Five Thousand and 00/100 Dollars ($55,000.00) within thirty (30) days following the occurrence (to the City's reasonable satisfaction) of all of the following: (i) the Company completes either the Acquisition or the Lease and provides to the City documentation in support thereof which will be subject to the reasonable approval of the City; and (ii) at least sixty-three (63) full-time, permanent employment opportunities have been retained as a result of the Acquisition or the Lease by December 31, 2008. (c) Forfeiture of Right to Receive Retention Grant. The Company agrees and acknowledges that the Retention Grant provided for in Section 2(b) is being made by the City to the Company in consideration for the Company's agreement to complete either the Acquisition or the Lease and expand its operations and workforce within the City. The Company further agrees that if the requirements of subsection 2(b) are not satisfied, the City shall not be obligated to make the Retention Chant required by that Section. (d) Workforce Retention/Expansion Grant. (i) Calculation of Achtal Withholdings. On or before March 15 of each of the years 2009 thru 2013, the City shall calculate the actual payroll withholding taxes collected during the preceding calendar year by the City from all Employees. For purposes of this Section 2, "Employees" shall include only those individuals employed by the Company and working within the City. (ii) Information Relating to Employees. The Company agrees that, in accordance «-~ith the Dublin City Code, the annual payroll reconciliation and related ~A~-2 forms relating to its Employees will be provided to the City prior to February 28 of each calendar year. (iii) Incentive Payments to the Company. If the actual payroll l~~ithholding taxes collected during the then preceding calendar year by the City from all Employees, net of refunds ("Actual YYithl~olclings"), meet or exceed the Target Withholdings (as defined in subsection 2(d)(iv)) for that preceding calendar year, the City shall, on or before April 15 of -2- the then current calendar year, pay to the Company, solely from nontax revenues (as defined in subsection 2(f)), an amount equal to the product of (A) an amount equal to the Actual Withholdings minus Forty-Three Thousand, Twenty-Five and 001100 Dollars ($43,025.00), multiplied by (B} twenty-five percent (25%} {such product being referred to as the "Annual Incentive Payrr2ent"}; provided, however, that the City shall not be required pursuant to this subsection 2{d) to remit an Annual Incentive Payment to the Company in excess of Twenty- Five Thousand and OO/100 Dollars ($25,000.00) in any calendar year nor shall the aggregate of all Annual Incentive Payments remitted by the City to the Company exceed One Hundred Twenty-Five Thousand and 041100 Dollars ($125,000.00). (iv} Target Withholdings. The Target Withholdings for each of the calendar years 2008 through 2012 shall be: Calendar Year Target ~`'ithholdinas 2008 $49,479 2009 $56,900 2010 $65,435 2011 $75,251 2012 $86,538 (v) Forfeiture of Right to Receive Incentive Pa ny lent(s}. The Company agrees and acknowledges that Annual Incentive Payments provided for in subsection 2(d} are being made by the City to the Company in consideration for the Company's agreement to complete the Acquisition or the Lease and to expand its operations and «~orkforce within the City. The Company further agrees that if the Target Withholdings requirement is not met for any given year as set forth in subsection 2(d)(iv), the City shall not be obligated to make any Aiulual Incentive Payment to the Company for the calendar year in respect of which the Target Withholdings requirement was not satisfied. Failure to meet the Target t~'ithholdings requirement in respect of any one calendar year does not prohibit the Company from receiving an Annual Incentive Payment for any subsequent calendar year in respect of which the Target t~'ithholdings requirement is satisfied. (e) Method of Pa. nom. The payments 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. (f) City's Obligation to 1Vlake 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 -3- 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, "nantax 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 fiom properly imposed licenses and permits; (v) investment earnings on the City's General Fund and ~~-•hich 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. (g) Applicable City Payroll Tax Rate. For purposes of calculating the Actual t~'ithholdings 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} A.ssiQru~ent. This Agreement may not be assigned without the prior written consent of all non-assigning Parties. (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 pei~ormance and such day or the expiration of such tune period is a Saturday, Sunday or legal holiday, then such time for peifortnance 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, ~i~aived or discharged except in an instnament in writing executed by the Parties. (f) Executed Counterparts. This Agreement may be executed in 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. (g) Extent of Coj~enants; 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 -4- covenant, obligation or agreement of any present or future member, officer, agent or employee of the City or the Company other than 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. (h) Governing ~<v. This Agreement shall be governed by and construed in accordance ~~~ith the laws of the State of Ohio or applicable federal la«~. 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. (i) 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. (j) Notices. Except as othei-~uise 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 «~riting, and shall be deemed received upon actual receipt, unless sent by certified mail, in which event such notice shall Ue 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: North«-oods Consulting Partners, Inc. 6315 Emerald Parkway Dublin, Ohio 43016 Attention: President The Parties, by notice given hereunder, may designate any further or different addresses to ~~~hich subsequent notices; certificates, requests or other communications shall be sent. (k} 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. -5- (1} 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. 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. (m) Survival of Representations and Warranties. All representations and warranties of the Parties in this Agreement shall survive the execution and delivery of this Agreement. (remainder of page intentionally left blank -signature page follows) -6- IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed in their respective names by thew duly authorized representatives, all as of the date first written aboi•=e. CITY OF DUBLIN, OHIO By: Printed: Jane Brauti~am Title: Cite l~Iana~er approved as to Form: By: Printed: Stephen J. Smith Title: Director of Law NORTHWOODS CONSULTING PARTNERS, INC. By: Printed: Ga1•~~ A. Heinze Title: President -7- 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 -8- Informatiim caphrreanri forms management Recorsis storage anc~ ~ioarment retrieval Business prilcessim~rrovement NORTHWDC~DS CONSULTING PARTNERS Human Services agencies process thousands of documents every day. Its no wonder that the sheer volume of records-let alone the complexity-makes case management a daunting, intimidating task. Northwoods addresses the challenge head-on. We deliver a suite of software tools that helps automate and improve accuracy and responsiveness to clients and eases the burden on case workers. ti- , NORTHWOODS CONSULTING PARTNERS Some of the most difficult challenges in Human Services invo ve the most routine tasks managing appointments, routing documents, and keeping records After decades of tivaiting for the "paperless office;' paper is still very much with us-especially in Human Services. No matter how streamlined, mast paper-based processes <~re plate zed by duplication and dela}~ Too much valuable time fs wasted in data re-entry and tracking down paper documents. Vljhen technolog}r traps information in a myriad of proprietary formats and systems, the situation is not much better. Add a multitude of statutory and regulatory compliance mandates on top of that and }rou have an information cycle that is out of sync with organizational obiectives and frequently misaligned with the needs of clients• But all those paper documents and disparate electronic files ca-ra be managed in a ~~~~~a~T thatm~tkes dle information cont~uned in them more useful quid accessible to case workers and clients alike. "It seems that for every question I have about Human Services processes, Northwoods has an answer." JenniferRussrn, Director of~dmrnrs~ratrve Services, Chemung County DSS; P•dew `/ork Stre~lmline your document driven processes Northwoods solutions provide better control over the capture, storage, management, retrieval, altd distribution of information. By applying business logic and workflow, and integrating with your existing systems, tine can dramatically reduce the time people spend collecting routing approving filing and waiting for the information that supports service delivenr With unmatched e_zpertise in Human Services consulting Northwoods offers proiect management, implementation, and ongoing support. Northwoods solutions and services address many needs, including: ^ Information capture and forms management ^ Digitrtl signature and electronic approval ^ 1~ppOllttment Inan;~geIneIlt ^ Records storahr ~utd retrieval ^ Pusiltess process improvement ^ Integration of disparate systems 1~ T Benefits to your Agency ^ Instant access to case documents Improved cnmmunieatiort bet4veen reception and caseworkers Shorter lines in the lobby ^ Standardized processes ^ Clean, organized work space ^ Quicicrerurnan irnrestment "Vllith the Northwoods solution, our productivity, service levels and value to the public has improved significantly:' -Roxane Somerlot Erecutiue Director, tl~erion County DepartmentofJoc~ ~ Fa~Fr~ily S~ra~ices, Ohio Turn content into a dynamic asset that supports your mission From the front desk to the case worker's desk, Northwoods can help you transform your document- basedprocesses to better support your organizational mission. By standardizing and automating key processes, the team from Northwoods can help your entire department run more efficiently and cost effectively. Cur solutions improve: ^ Front Desk Document Capture-Collect and scan documents at reception or interview areas ^ O~iline Forms Management-Allow case workers and clients to fill out forms on-screen, automatically populating them with previously collected information, linking related documents, and capturing signatures electronically ^ Appointment Management-Automate client check-in and balance assignment of appointments evenly among case workers ^ Case Transfer-Drag-and-drop transfer of case documents between counties and county agencies The Northwoods Mission: Northwoods Consulting Partners: A strategic partner for Human Services To better serve the needs of Human Services agencies, Northwoods Consulting Partners developed the CompassT`" suite of document management and appointment management products.The Compass suite comprises several different modules including: ^ Compass Forms for electronic forms COMP.SS SOFTWARE'" management ^ Compass Capture for document capture ^ Compass Appointments for scheduling and appointment management ^ Compass Transferforetectronic case document transfer Northwoods offers an unmatched level of experience in document management and client scheduling solutions for Human Services agencies nationwide. The lvlission of Northwoods Consulting Partners is to e~evelop an organization in uvhich our clients, our partners, and our employees can be truly proud.This will be accomplished with quality people, proven technology and a focus on industry knowledge and the clients v+re serve.0ur aim is to create business solutions for o~.ir clients that provide proper application of products and sere=ices, with tangible and measurable results. ~~ NoRTHwooos CdNSULTING PARTNERS CQMP:~"'"~.ss 30FTYIfARE'"