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HomeMy WebLinkAboutOrdinance 027-19BARRETT BROTHERS - DAYTON, OHIO Ordinance No, RECORD OF ORDINANCES 27-19 Passed AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A REAL ESTATE PURCHASE AGREEMENT TO CONVEY THE PROPERTY LOCATED AT 5800 SHIER -RINGS ROAD TO AIR FORCE ONE, INC. AND AUTHORIZING THE EXECUTION OF VARIOUS RELATED DOCUMENTS. WHEREAS, the City owns 6.25 acres, more or less, improved with a 33,615 square foot office building consisting of 26,230 square feet of office space, 7,385 square feet of warehouse, and adjacent surface parking to the south commonly known as the City of Dublin Department of Development with an address of 5 800 Shier Rings Road, Dublin, Ohio 43 016 (the "Premises"); and WHEREAS, Air Force One, Inc. (the "Buyer") owns a parcel adjacent to the Premises and desires to purchase the Premises from the City in order to expand its operations; and WHEREAS, the City no longer needs the Premises for public purposes and desires to sell the Premises to the Buyer. NOW, THE FORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, 2 of the elected members concurring, that: Form 6220S Section 1. Authorization of Agreements. The Real Estate Purchase Agreement by and between the City and Air Force One, in the form presently on file with the Clerk of Council, is hereby approved and authorized with such changes therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by the City Manager. The City Manager, for and in the name of this City, is hereby authorized to execute the foregoing agreement, provided further that the approval of changes to any such agreement by that official, and their character as not being substantially adverse to the City, shall be evidenced conclusively by the execution thereof. This City Council authorizes the City Manager, for and in the name of the City, to execute any amendments to the agreement, which amendments are not inconsistent with this Ordinance and not substantially adverse to this City. Section 2. Real Estate Transfers. The City Manager is hereby authorized to execute any and all agreements and other instruments necessary to implement the real estate transaction contemplated in the attached Real Estate Purchase Agreement. Section 3. Further Authorizations. This City Council further hereby authorizes and directs the City Manager, the Director of Finance, the Director of Law, the Director of Development, the Clerk of Council or other appropriate officers of the City to prepare and sign all documents and instruments this Ordinance. Section 4. Open Meetings. This City Council finds and determines that all formal actions of this City Council concerning and relating to the passage of this Ordinance were taken in an open meeting of this City Council and that all deliberations of this City Council that resulted in those formal actions were in meetings open to the public, all in compliance with the law including Ohio Revised Code Section 121.22. Section 5. Effective Date. This Ordinance shall take effect and be in force from and after the earliest date permitted by law. RECORD OF ORDINANCES BARRET"T BROTHERS - DAYTON, OHIO Ordinance No. 27-19 Page2of2 Pass Clerk of Council 2019. Form 6220S c i-ry oDublin it Development Department 5800 Shier Rings Road * Dublin,, OH 43016 Phone: 614.410.4600,o Fax:, 614.410.4747 ill Fill Aw.. Res. ORDINANCE 27-19 - AGREEMENT TO SELL CITY PROPERTY LOCATED AT 5800 SHIER RINGS ROAD TO AIR FORCE ONE, INC., FOR BUSINESS RETENTION AND EXPANSION PURPOSES Memo re: Disposition of Property — 5800 Shier Rings Road May 14, 2019 Page 2of2 As Air Force One has continued to experience the need to expand their facility to accommodate their current staff and implement their new workforce training program, conversations ensued regarding the availability of more space at the 5800 Shier Rings Road building. Through those efforts, a real estate purchase agreement (REPA) has been drafted for the sale of the building to retain this long-standing family owned business in the City of Dublin, and facilitate their growth and expansion. Description of Properly The building and property is located on the north side of Shier Rings Road, between Wilcox Road and Emerald Parkway and along the south side of West Dublin -Granville Road (SR 161) just southwest of the SR 161 and I-270 interchange within the city of Dublin, Franklin County, Ohio. The property contains a total of 6.25E acres and is improved with atwo-story, 33,615E sq. ft. office building with warehouse. The building features 26,230E sq. ft. of office space (78%) and 7,385E sq. ft. of warehouse space (22%). An appraisal of the property was conducted by the Robert Weiler Company in June, 2017 and reported a valuation of $2,700,,000 with the assumption that all systems were in good working order and that the condition of the building was in good repair with regular wear and tear excepted. In order to transfer the property in the condition assumed by the appraisal, deferred maintenance items would need to be addressed including: 1) replacement of the membrane roof; and 2) replacement of two air handling units. These projects were funded through the CIP and are currently underway and near completion. In addition, small projects to address water damage, painting and patching of the exterior and interior and patching and re -sealing of the parking lot are needed to bring the property into good order. It is estimated that those repairs will not exceed $150,000. Therefore, the sale price of the building to Air Force One in the amount of $2,700,,000 is consistent with the appraised value, and a credit of up to $150,,000 is deemed reasonable to complete repairs as outlined and agreed upon in the real estate purchase agreement. Recommendation Staff recommends approval of Ordinance No. 27-19, authorizing the City Manager to enter into a real estate purchase agreement and associated documents necessary for the sale of 5800 Shier Rings Road for a price of $2,700,000. REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT("AareemenY) is entered into effect on the day of , 2019 (the "Effective Date"), by and between CITY of DUBLIN, Ohio, an Ohio municipal corporation, with offices at its City Hall, 5200 Emerald Parkway, Dublin, Ohio 43017 (the "City"), and AIR FORCE ONE, INC., an Ohio for profit corporation, whose address is 5810 Shier Rings Road, Dublin, OH 43016 (the "Purchaser") (the City and Purchaser may be referred to jointly as "Parties" or singularly "Party") BACKGROUND INFORMATION WHEREAS, the City owns 6.25 acres, more or less, improved with a 33,615 square foot office building ("Building") consisting of 26,230 square feet of office space, 7,385 square feet of warehouse, and adjacent surface parking to the south commonly known as the City of Dublin Department of Development with an address of 5800 Shier Rings Road, Dublin, Ohio 43016, which is legally described in the attached Exhibit A (the "Premises"); and WHEREAS, the Purchaser owns a parcel adjacent to the Premises and desires to purchase the Premises from the City in order to expand its operations; and WHEREAS, the City no longer needs the Premises for public purposes and desires to sell the Premises to the Purchaser. STATEMENT OF AGREEMENT NOW THEREFORE, in consideration of the foregoing and the covenants, warranties, terms and conditions hereinafter set forth, the City and the Purchaser agree as follows: 1. Purchase and Sale of the Premises. The City hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase and obtain from the City, subject to the satisfaction or waiver by Purchaser of the conditions precedent hereinafter set forth, the Premises. The total Purchase Price for the Premises shall be $2,700,000 (the "Purchase Price") payable in cash or by immediately available wired funds at the Closing, subject to prorations, credits, allowances and other adjustments specifically provided for herein. 1 2. Deposit. Purchaser shall deliver to the Escrow Agent (as that term is defined in Section 3 below) within three business days after the Effective Date, a demand non-interest bearing promissory note in the principal amount equal to Fifty Thousand Dollars ($50,000.00) (the "Note Deposit" or "Deposit"), the form of which is attached hereto as Exhibit B. 3. Escrow and Closing. Chicago Title, 150 E. Wilson Bridge St, Suite 200, Worthington OH 43085 Attn: Joseph Neff P:614-559-1100 e-mail: shall serve as both the escrow agent ("Escrow Agent") and the title agent issuing the Title Commitment (as that term is defined in Section 8 below). The "Opening of Escrow" shall be that date on which afully-executed copy of this Agreement, along with the Note Deposit, are deposited with the Escrow Agent as provided in Section 2 above. 4. Prohibitions Against Disposition of the Premises. The City shall not without the prior written consent of the Purchaser, take any action that may hinder Purchaser's ability to enjoy full ownership rights in the Premises, such as but not limited to transferring, leasing, or mortgaging the Premises to a third party. The City shall not encumber the Premises in any manner and shall maintain the full value of the relevant portions of the Premises. 5. Conditions Precedent. a. Conditions Precedent to Purchaser's Obligation to Close. The Closing in this Agreement shall be completely contingent upon the satisfaction or waiver of the contingencies set forth in Paragraph 5.b. below (the "Contingencies") by April 30, 2020 (the "Contingency Period"). The date upon which all Contingencies are either satisfied or waived, or otherwise shall be referred to as the "Contingency Date". b. The conditions precedent are as follows: i. The City and the Purchaser agree to evaluate the opportunity for an economic development and retention incentive prepared by the City for the benefit of the Purchaser, upon such terms that are acceptable to the Purchaser and the City, and which economic development and retention incentive is contingent on the approval of City Council. ii. Purchaser's determination that the Premises shall have soil conditions, as determined by engineering tests or studies satisfactory to the Purchaser, which without substantial corrective measures, permit 2 construction thereon of additional improvements within and upon the Premises. iii. Purchaser may receive a report, prepared by a certified environmental engineer selected by Purchaser, indicating that the Premises (including improvements located thereon) is free of all hazardous wastes, asbestos and substances and materials which may require remediation or which may result in penalties under applicable laws, rules or regulations. iv. The City, at its sole discretion and prior to April 30, 2020, will complete the following or provide a mutually agreed upon deduct to the Purchase Price at Closing, which shall in no event exceed one hundred fifty thousand dollars ($150,000.00): 1. Paint the exterior doors, trim, downspouts and overhead doors; 2. Caulk windows and repair water damage at front window in lobby area near Building Standards front counter; 3. Replace damaged ceiling tiles throughout the Building; 4. Address code compliance issues to include the map room located on the second floor outside the IT conference room; 5. Caulk / repoint seams on exterior of the Building to address leakage; 6. Patch and seal west parking lot; 7. Replace tree / landscaping in parking lot outside the gate to the west parking lot; 8. Ensure that all exterior access controls and video surveillance are on current software version and ready to reassign to Purchaser at Closing; 9. Continue to maintain landscaping and grounds and all mechanical systems to Closing; 10. Continue to maintain existing pond and operability of the fountain / aeration pump(s) to Closing; V. Purchaser shall have the right to perform a walk-through inspection of 3 the Premises with a representative of the City prior to Closing. c. Conditions Precedent to the Citv's Obligations to Close. i. Dublin City Council approving an Ordinance to authorize the Agreement. 6. Tests and Engineering Studies. For and during the entire period that this Agreement is in effect, Purchaser shall, at its sole cost, have the right through Purchaser's associates, employees and/or contractors and agents to enter upon the Premises for the purpose of surveying, inspecting, making contour surveys, temporary excavations (to be refilled by Purchaser as promptly as the same shall have served their purpose), test borings and other purposes required by Purchaser to enable Purchaser to ascertain whether it is feasible to complete the proposed development of the Premises for the Intended Purpose. Purchaser shall provide the City five (5) days notice of any entry pursuant to this section 6. 7. Due Diligence. Within fifteen (15) days after the mutual execution of this Agreement, the City shall deliver to Purchaser any of the following documentation, to the extent that such documentation and information is within the possession or reasonable control of the City or any officer or agent of the City: copies of all title policies, title commitments and surveys of the Premises and copies of any and all hazardous waste or environmental audits, soil tests, utility studies, water retention (storm sewer) and civil engineering drawings, studies, tests, examinations, reports and other material documentation with respect to the physical and environmental condition of the Premises including but not limited to any orders, correspondence, consents, permits or approvals from any governmental entities or authorities. Purchaser agrees, upon conducting the due diligence contemplated herein, to restore the Premises to as nearly the condition, which existed prior to Purchaser's entry onto the property. Purchaser's obligation under this section shall survive any termination of this Agreement. 8. Evidence of Title. a. Title Commitment. Purchaser may obtain a commitment (a "Title Commitment") from a title insurance company identified in paragraph 6 herein to issue an ALTA Owner's Title Insurance Policy (Form 6/17/06) in the full amount of the Purchase Price (the "Title Policy"). Purchaser shall pay the cost 4 of the Title Policy. The Title Commitment will be certified to the Effective Date and will include copies of all recorded documents evidencing title exceptions raised in Schedule B of the Title Commitment. On or before the date of Closing, the Title Commitment must show in the City good and marketable title to the Premises, free and clear of the standard printed exceptions contained in Schedule B of said commitment and the Title Policy, and free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the following (collectively, the "Permitted Encumbrances"): i. Matters created by Purchaser; and ii. Zoning ordinances, legal highways and public rights-of-way which do not interfere with Purchaser's Intended Purpose of the Premises; and iii. Real estate taxes which are a lien on the Premises but which are not yet due and payable; and iv. Easements and restrictions of record acceptable to Purchaser. The title commitment shall fully and completely disclose all easements, negative or affirmative, rights-of-way, ingress or egress or any other appurtenances to the Premises, and shall provide insurance coverage in respect to all of such appurtenant rights. The title commitment shall include the results of a special tax search and examination for any financing statements filed of record which may affect the Premises. b. Survey. The Purchaser may, at its own expense, obtain a current survey of the Premises. The survey shall include a legal description of the Premises and shall be certified by the surveyor to the Purchaser and the title insurance company. Subject to the approval of the title insurance company, the legal description set forth on the survey shall be used in the title insurance commitment and policy and in all documents of transfer contemplated hereby. The survey shall be sufficient to waive or insure over any and all questions or survey. 5 c. At the Closing, the City shall provide the Purchaser with endorsements to the title commitment updating the commitment to the respective date and showing no change in the state of the title to the Premises. After the Closing, a final owner's title insurance policy shall be issued in the amount of the Purchase Price. d. Status of Title: Permitted Encumbrances: Objections. Within thirty (30) days after receipt of the Title Evidence, Purchaser may provide the City with written objections to the extent that the Title Evidence reveals matters other than the Permitted Encumbrances (the "Objections") which constitute a monetary lien or may interfere with Purchaser's Intended Purpose. Purchaser's failure to make Objections within such time period will constitute awaiver of Purchaser's right to make Objections. To the extent the Objections constitute a monetary lien against the Premises, the City shall satisfy those Objections at the Closing. For all other Objections, the City shall have ten (10) days after receipt of written notice of such Objections by Purchaser, to notify Purchaser whether the City will cure the Objections ("City's Notification"). The City shall have no obligation to cure any Objections. In the event the City elects not to cure the Objections, Purchaser may terminate this Agreement by giving written notice of termination to the City within twenty business (20) days of the City's Notification. If the City elects to cure or remove any Objections, the City shall have ten (10) days to cure or remove the Objections. In the event the Objections cannot be cured or removed until Closing, the City shall provide Purchaser with evidence, satisfactory to Purchaser, in its sole discretion, that the Objections will be fully cured and/or released on the date of Closing or that the Title Company will issue satisfactory endorsements to the final Title Policy insuring against the risks associated with same. In the event the Objections are not cured or removed within said ten (10) day period, or in the event the City cannot provide satisfactory evidence within said ten (10) day period that the Objections will be cured on or before the date of Closing or that satisfactory endorsements to the Title Policy will be issued, Purchaser shall make its 6 election, within five (5) business days after expiration of the ten (10) day period, by written notice to the City, to either: i. Accept title to the Premises, at which point such uncured Objections shall be Permitted Encumbrances hereunder; or ii. Terminate this Agreement. Purchaser's failure to make its election within such time period will constitute Purchaser's election to accept title to the Premises, at which point such uncured Objections shall be Permitted Encumbrances hereunder. 9. Deed of Convevance. The City shall convey to Purchaser, at the time of closing, good and marketable title in fee simple to the Premises by transferable and recordable limited warranty deed under O.R.C. 5302.07, signed by the Parties necessary or required by the Title Commitment or Purchaser's attorney, free and clear of all defects, mortgages, easements, restrictions, reservations, conditions, agreements, liens and encumbrances, except those excepted in Paragraph 6 hereof. Purchaser shall pay the requisite conveyance fee and/or realty transfer tax required by applicable law, if any. 10. Closing and Possession. The City and Purchaser agree that the purchase and sale of the Premises shall be closed (the "Closing") no later than thirty (30) days after the Contingency Date. Said Closing shall be held at a time and place in Franklin County, Ohio as shall be selected by the City, and agreed to by Purchaser. At the Closing, the City shall deliver the limited warranty deed, Purchaser shall deliver the Purchase Price and the Parties shall each deliver to the other such additional and other closing documents reasonably necessary to consummate the transaction contemplated herein. Purchaser shall be entitled to full and exclusive possession of the Premises on and after the Closing. In addition to the deed described above, at the Closing, the City shall deliver to Purchaser: (i) a closing statement showing the Purchase Price and all charges or credits to Purchaser or the City provided for herein, (ii) all consents, affidavits or other documents reasonably and customarily required to issue the Title Policy, (iii) such evidence of authority as Purchaser or the title company issuing the Title Policy reasonably may deem necessary to evidence the authority of the City to enter into this Agreement and to consummate the transactions contemplated hereby, 7 and (iv) an affidavit that City is not a non-resident "alien", "foreign corporation", "foreign partnership", "foreign trust", or "foreign estate" within the meaning of the Internal Revenue Code and Regulations thereunder. At the Closing, Purchaser shall deliver to the City: (i) the Purchase Price, (ii) a closing statement showing the Purchase Price and all charges or credits to Purchaser or the City provided for herein, and (iii) such evidence of authority as the City or the title company issuing the Title Policy reasonably may deem necessary to evidence the authority of Purchaser to enter into this Agreement and to consummate the transactions contemplated hereby. 11. Assignments. Purchaser shall have the right to assign or sublet this Agreement or any interest herein, to an entity controlled by Purchaser or any member or affiliate of Purchaser, without prior approval of the City, but Purchaser shall provide the City prior notice of such assignment. The Purchaser shall not assign this Agreement, or any part of it, or any right or privilege connected with it, to any other person or entity without first obtaining the City's written consent, which may be withheld in the City's sole discretion. 12. Closing Expenses. The City shall, at the Closing (unless previously paid), pay by credit against the Purchase Price the following: a. The cost of all municipal services and utility charges (if any) due through the date of Closing; and b. One-half the fee, if any, charged by the title insurance company and/or closing agent for closing the transaction contemplated herein; and c. The cost to remove any lien or mortgage not assumed by the Purchaser. The Purchaser shall, at the Closing (unless previously paid), pay the following: a. Recording fees required for recording the limited warranty deed; and b. The title commitment and policy referred to in Section 8.a. hereof; and C. One-half the fee, if any, charged by the title insurance company and/or closing agent for closing the transaction contemplated herein; and d. The Survey, if any; and e. The Environmental Report, if any. 3 13. Taxes and Assessments. If any, the City shall pay or credit against the Purchase Price all delinquent real estate taxes, together with penalties and interest thereon, all assessments which are a lien against the Premises as of the date of closing, both current and reassessed and whether due, or to become due and not yet payable, all use recoupment taxes (agricultural or otherwise) for years through the year of closing, if any, and all real estate taxes for years prior to the closing, through the date of closing. The proration of undetermined taxes shall be based on a 365 -day year and on the last available tax rate and valuations, giving effect to applicable exemptions, recently voted millage, change in tax rate or valuation, etc., whether or not officially certified. The City warrants that all assessments now a lien are shown on said treasurer's duplicate, that no improvements have been installed by public authority, the cost of which are to be assessed against the Premises in the future, and that the City has not been notified orally or in writing of possible future improvements by public authority, any part of the cost of which would or might be assessed against the Premises. 14. Representations and Warranties. The City hereby represents and warrants as follows: a. The City has not received any written notice or notices from any municipal, county, state or any other governmental agency or body, of any zoning, fire, health, environmental or building violation, or violation of any laws, ordinances, statutes or regulations relating to pollution or environmental standards, which have not heretofore been corrected; and b. The execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated hereby, will not result in any breach of, or constitute any default under, or result in the imposition of any lien or encumbrance against, the Premises, under any agreement or other instrument to which the City is a party or by which the City or the Premises might be bound; and c. No other person or entity other than Purchaser has or will have any right to acquire the Premises, or any portion thereof; and d. The execution, delivery and performance by the City of this Agreement and the 9 performance by the City of the transactions contemplated hereunder, and the conveyance and delivery by the City to Purchaser of possession and title to the Premises have each been duly authorized by such persons or authorities as may be required, and on the date of Closing, the City shall provide documentation, in form satisfactory to Purchaser, evidencing such authorization; and e. From the Effective Date through and until the Closing, the City shall not enter into any easement, lease or other contract pertaining to the Premises and shall not modify or change the condition of the Premises, unless Purchaser has approved of such modification or change; and f The City is not a "Foreign Person" as that term is defined in the Foreign Investment in Real Property Tax Act. Purchaser hereby represents and warrants as follows: a. That Purchaser's execution and delivery of, and performance under, this Agreement is pursuant to valid authority duly conferred upon Purchaser and the signatory hereto; and the consummation of the transactions contemplated hereby and the compliance by Purchaser with the terms of this Agreement do not and will not conflict with or result in a breach of any of the terms or provisions of any agreement, arrangement, understanding, accord, document, or instrument to which Purchaser is a party or by which Purchaser is bound, or constitute a violation of any law or ordinance to which Purchaser is bound or subj ect. 15. Notices. a. Written Notice. Any notice, designation, consent, approval, offer, acceptance, statement, request, or other communication required or allowed under this Agreement (each a "Notice") shall be in writing. Any action required under this Agreement that is a term within the definition of "Notice" also shall be in writing to each Party's current business address. b. Manner of Giving Notice. Notice shall be deemed given when: i. The Notice is mailed to the Party to be notified by means of certified 10 or registered U.S. mail, return receipt requested, postage prepaid; ii. The Notice is sent to the Party to be notified by express courier such as "Federal Express", or such other similar carrier guaranteeing next day delivery. Refusal by a Party to accept a Notice shall not affect the giving of the Notice. 16. Entire Agreement. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, undertakings, and agreements between the Parties. This Agreement may be amended or modified only by a writing executed by the Parties. 17. Applicable Law; Venue. This Agreement is governed by and will be construed in accordance with the laws of the State of Ohio (regardless of the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect, and performance. The Parties consent to the exclusive jurisdiction of the courts of the State of Ohio in Franklin County and waive any contention that any such court is an improper venue for enforcement of this Agreement. 18. Time of Essence. Time is of the essence of this Agreement in all respects. 19. Assignment. This Agreement is binding upon and inure to the benefit of the Parties, their respective heirs, legal representatives, successors and assigns. Any assignment of this Agreement will not relieve the assigning Party of its obligations under this Agreement. 20. Invalidity. In the event that any provision of this Agreement is held to be invalid, the same will not affect in any respect whatsoever the validity of the remainder of this Agreement. 21. Waiver. Any waiver of a right or default under this Agreement must be in writing. Any waiver of a particular default will constitute a waiver of such default only and not of any other default by the nonwaiving Party. Any waiver of a specific right or remedy under this Agreement will constitute a waiver of such right or remedy only and not of any other right or remedy of the waiving Party. 22. Headings. The subject headings of the various sections of this Agreement are included for purposes of convenience only and will not affect the construction or interpretation of any of its provisions. 11 23. Counterparts. This Agreement may be executed in one or more counterparts all of which will be considered one and the same agreement, binding on the Parties, notwithstanding that all Parties are not signatories to the same counterpart. 24. Brokers. Purchaser hereby warrants and represent to the City that the Purchaser has not engaged or dealt with any broker or agent in regard to this Agreement, other than Patrick M. Grabill. Purchaser hereby agrees to indemnify the City and hold the City harmless against any liability, loss, cost, damage, claim and expense (including, but not limited to, attorneys' fees and costs of litigation) which the City shall ever incur or be threatened with because of any claim of any broker or agent claiming through Purchaser, whether or not meritorious, for any such fee or commission. Patrick M. Grabill is a licensed real estate broker acting as a consultant to purchaser by separate agreement. No compensation or commission is due to Grabill other than the consulting agreement between the Purchaser and Grabill. {The remained of this page is meant to be blank} 12 IN WITNESS WHEREOF, the Parties have set their hands as of the day and year first above written. Approval as to form: Jennifer D. Readler, Law Director "THE CITY" CITY OF DUBLIN Dana L. McDaniel, City Manager "PURCHASER" AIR FORCE ONE, INC 13 EXHIBIT A Legal Description of City Property EXHIBIT B Escrow Agreement EN00348.Public-00348 4811-4087-9511v1