50-08 OrdinanceRECORD OF ORDINANCES
r~i.,~,~. i~~.
Ordinance No.
50-08
Passed . 20
AN ORDINANCE AUTHORIZING THE PROVISION OF
CERTAIN INCENTIVES FOR PURPOSES OF RETAINING
AND EXPANDING CASTER VENTURES, LLC AND ITS
OPERATIONS AND WORKFORCE 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. 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, Caster Ventures, LLC 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 Caster Ventures
LLC to retain and expand 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, this Council finds that it is in the best interest of the City to provide those
economic development incentives to induce Caster Ventures LLC 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 Caster Ventures LLC;
NOW, THEREFORE, BE IT ORDAINED bythe Council ofthe CityofDublin, Counties
of Franklin, Union and Delaware, State of Ohio, ~ of the elected members concurring
that:
Section 1. The Economic Development Agreement by and between the City and Caster
Ventures LLC, in the form presently on file with the Clerk of Council, providing for, among
other things, the provision of incentives to Caster Ventures LLC inconsideration for Caster
Ventures LLC'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 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
RECORD OF ORDINANCES
Ordirrcrnce No. $0-08
Passed
Page 2
were in meetings open to the public in compliance with the law.
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Section 4. This Ordinance shall be in full force and effect on the earliest date permitted
by law.
Mayor -Presiding Officer
Attest
Clerk of Council
Passed: (..{GC ~ , 2008
Effective: Jr. l , 2008
CITT OF DUBLIN
Office of the City Manager
5200 Emerald Parkway, Dublin, Ohio 43017
Phone: 614-410-4400
Memo
To: Members of Dublin City Council
From: Jane S. Brautigam, City Managers-yam ~,~ J S3
Date: July 31, 2008
Initiated By: Dana L. McDaniel, Deputy City Manager/Director ofEconomic Development
Colleen M. Gilger, Economic Development Administrator
Re: Ordinance 50-08, Caster Ventures, LLC -Economic Development Agreement
Summary
Staff has been in discussions with Caster Ventures LLC regarding the retention and expansion of its
operations and workforce in the City of Dublin. Caster Ventures, located at 7003 Post Road, has
evaluated many real estate options, both within and outside of Dublin and now intends to re-lease its
existing space, with options to grow into additional space. Caster Ventures currently has 19 employees
and anticipates employment growth to 63 staff members within the next five years.
Caster Ventures' products (Conferencecaster and Complycaster) handle the technology and "heavy
lifting' behind online streaming video (hosting, distribution, and bandwidth) and provide management
tools so companies can quickly use its power to improve training, marketing and sales processes.
This Ordinance authorizes an Economic Development Agreement between the City and Caster Ventures
that includes:
1. Withholding Incentive. The City agrees to pay Caster Ventures aperformance-based withholding
incentive (net of refunds) equal to 10% of its annual withholdings for afive-year term. The
overall incentive payment will be capped annually from 2009 through 2012.
Over the term of the agreement, it is anticipated that Caster Ventures will pay approximately $247,852
in income tax revenues to the City. Providing Caster Ventures achieves all payroll targets, the company
will receive a $28,000 incentive. The City will net $219,852.
Recommendation
Staff recommends City Council approve Ordinance 50-08 at the second reading/public hearing on
August 18, 2008. Approval of this Ordinance will support Council's goal relative to attracting new
businesses to our community. Please contact Dana McDaniel or Colleen Gilger with any questions you
may have.
ECONOMIC DEVELOPII-TENT AGREEMENT
THIS ECONOMIC DEVELOPIvIENT AGREEMENT (this "Agreement") is made and entered into
this day of , 2008, by and between the CITZr OF DUBLIN, OHIO (the "Gifu"), 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 CASTER VENTURES, LLC (the "Company" and
collectively with the City, the "~'arties"), an Ohio corporation with its main office located at 7003
Post Road, Dublin, Ohio 43017, 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
«~~orkforce needs, and induced by and in reliance on the economic development incentive provided
in this agreement, the Company is desirous of leasing a new facility within the City and expanding
its operations and workforce within the City; and
WHEREAS, pursuant to Ordinance No. -08 passed on , 2008 (the
"Ordinance"), the City has determined to offer the economic development incentives described
herein to induce the Company to lease a facility within the City and expand its operations and
workforce t~~ithin the City to irnprove 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 lease a facility within the City and
expand its operations and ~i~orkforce within the City;
NOW THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Company's Agreement to Lease a Facility and Expand Its Operations and
Workforce Within the City. In consideration for the economic development incentives to be
provided by the City herein, the Company agrees that it will lease a facility within the City for a
minimum of five (~) years and expand its operations and workforce within the City pursuant to this
agreement. The Company expects to expand the number of its employees from nineteen (19) to
sixty-three (63) over the years 2008 through 2012. The average annual wage of these employees for
this period is estimated to be approximately Thirty-Nine Thousand Three Hundred Thirty-Tl~u-ee and
00/100 Dollars ($39,333.00}, with total estimated payroll withholdings of approximately Two
Hundred Forty-Seven Eight Hundred Fifty-Three and 00/100 Dollars ($247,853.00) over the term
of this agreement.
Section 2. City A~reernent to Pro~•zide Incentives.
(a) General. In consideration for the Company's agreement to lease a 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 with this Section.
(b) Workforce Retention~~'Expansion Cnant.
{i) Calculation of Actual Withholdings. On or before March 15 of each of the
years 2009 tlu•u 2013, the City shall calculate the actual payroll witl~llolding taxes collected
during the preceding calendar year by the City from all Employees. For purposes of this
Section 2, "Emplayees" shall include only those individuals employed by the Company and
«~orking within the City.
(ii) Information Relating to Employ. The Company agrees that, in
accordance with the Dublin City Code, the annual payroll reconciliation and related W-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 withholding taxes
collected during the then preceding calendar year by the City from all Employees, net of
refunds ("Actual Withholdings"), meet or exceed the Target Withholdings (as defined in
subsection 2{b)(iv)) for that preceding calendar year, the City shall, on or before April 15 of
the then current calendar year, pay to the Company, solely from nontax revenues (as defined
in subsection 2(d}}, an amount equal to the product of (A} an amount equal to the Actual
Withholdings, multiplied by (B) ten percent (10%) (such product being refereed to as the
"Annual Inceptive Payment"); provided, hawevet°, that the City shall not be required
pursuant to this subsection 2(b) to remit an Annual Incentive Payment to the Company in
excess of the Annual Cap (as defined in subsection 2(b)(iv}} in any calendar year, nor shall
the aggregate of all _~unzal Incentive Payments remitted by the City to the Company exceed
Twenty-Eight Thousand and 001100 Dollars ($28,000.00}.
{iv) Target Withholdings and Annual Cap. The Target ~~'ithholdings and Arrtlual
Cap for each of the calendar years 20()8 tlu•ough 2012 shall be:
Calendar Year Tar6et Withhaldvias A~utual Cau
2008 $12,755 $2,500
2009 $38,175 $4,500
2010 $&3,710 $7,000
2011 $65,622 $7,000
2012 $67,590 $7,000
(v) Forfeiture of Right to Receive Incentive Payment. The Company agrees and
acknowledges that Annual Incentive Payments provided for in subsection 2(b) are being
made by the City to the Company in consideration for the Company's agreement to lease a
facility within the City and expand its operations and workforce within the City. The
Company further agrees that if the Target Withholdings requirement is not met for any
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given year as set forth in subsection 2(b)(iv), the City shall not be obligated to make any
Annual 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 Withholdings
requirement in respect of any one calendar year does not prohibit the Company from
receiving an Atuiual Incentive Payment for any subsequent calendar year in respect of
which the Target Withholdings requirement is satisfied.
(c) Method of Payment. The payments to be paid to the Company as provided 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.
(d) 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
obligation of the City to make payrents 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, "nontax 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 ~~~hich are deposited in the
City's General Fund; (iv) fees deposited in the City's General Fund from properly imposed
licenses and permits; (v) im~estment 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.
(e) Annlicable 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 t`~~o percent (2%).
Section 3. Miscellaneous.
(a) Assignment. 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.
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(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 othen~vise 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 (3t~) day period, then in such event the defaulting Party shall
upon written notice from any non-defaulting Party continence 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 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.
(h) Extent of Covenants; No Personal Liability. All covenants, obligations and
agreerents 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
«Tith 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.
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(j) Legal AuthoritX. The Parties respectively represent and covenant that each is legally
empot~~ered 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 if hand-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 «~hich 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
5840 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Economic Development Director
(ii) the Company at: Caster V"entures, Inc.
7003 Post Road
Dublin, Ohio 43017
Attention: President
The Parties, by notice given hereunder, may designate any further or different addresses to which
sL~bsequent 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.
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.
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(o) Survival of Representations and Warranties. All representations and warranties of
the Parties in this Agreement shall survi~•~e the execution and deli~~eiy of this Ag~•eement.
(rernainder• afpage intentionally left blank-signature~aage follows)
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IN WITNESS ~~+'HEREOF, 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
«ritten above.
CITY OF DUBLIN, OHIO
BV:
Printed: Jane Brauti~am
Title: City Manager
Approved as to Form:
Bv:
Printed: Stephen J. Smith
Title: Director of Law
CASTER VENTURES, INC.
By:
Title:
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FISC ~L OFFICER' S CERTIFIC.~TE
The undersigned, Director of Finance of the City under the foregoing ~4greement, certifies
hereby that the moneys recfuired 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
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