HomeMy WebLinkAboutOrdinance 16-24RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No. iss Passed ;
AUTHORIZING THE CITY MANAGER TO ENTER INTO A REAL ESTATE
PURCHASE AGREEMENT FOR CERTAIN PROPERTY OWNED BY STEELE LAND
COMPANY, 6500 DUBLIN PARK DRIVE, LLC AND FAYE D. COX, AS TRUSTEE
OF THE SHEPHERD IRREVOCABLE TRUST DATED MARCH 12, 2021,
LOCATED IN FRANKLIN COUNTY, OHIO, AND MADISON COUNTY, OHIO,
AUTHORIZING TH EXECUTION OF RELATED AGREEMENTS AND
DOCUMENTS, AND APPROPRIATING FUNDS THEREFOR.
WHEREAS, the City, over the years has entered into Real Estate Transfer
Agreements, Real Estate Purchase Agreements and Development Agreements that
advance the goals of the City and enhance the public services provided by the City;
and
WHEREAS, Steele Land Company owns the following parcels of real estate: i)
Franklin County Parcel Numbers 274-000132, 274-000133, 274-000134, 274-000135,
274-000149, 274-000150, 274-000895, 273-005939, and 273-011256, and (ii) 6500
Dublin Park Drive, LLC owns that certain parcel of real estate known as Franklin
County Parcel Number 274-000139 (collectively, the “SportsOhio Parcels”); and
WHEREAS, Steele Land Company owns the following parcels of real estate: Franklin
County Parcel Numbers 272-000415, 272-000416, 272-000417, and 272-000418
(collectively, the “Shepherd Excavating Parcels); and
WHEREAS, Faye D. Cox, as Trustee of the Shepherd Irrevocable Trust
Dated March 12, 2021, owns the following parcels of real estate: i) Franklin County
Franklin County Parcel Number 271-000001 and (ii) Madison County Parcel Number
02-00300.000 (collectively, the “Carter Farms Parcels”); and
WHEREAS, the Carter Farms Parcels, the SportsOhio Parcels, and the Shepherd
Excavating Parcels are referred to as the “Premises”, and are more particularly
described on Exhibit A; and
WHEREAS, the City has determined that the purchase of the Premises furthers the
community plan for this area; and
WHEREAS, the City desires to purchase the Premises along with all of the
equipment, furnishings, fixtures, and other tangible personal property located on the
SportsOhio Parcels as it has determined such purchase is in the best interest of the City.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, _
of its elected members concurring, that:
Section 1. Authorization of Agreements. The City Manager is hereby authorized to
execute the Real Estate Purchase Agreement in substantially the same form as that set
forth in the attached agreement. This City Council further authorizes the City Manager,
for and in the name of the City, to execute any related documents, including but not
limited to, all closing documents and any amendments to the foregoing 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
transactions contemplated in the Real Estate Purchase Agreements.
Section 3. Further Authorizations. This City 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 documents and
instruments and to take any other actions as may be appropriate to implement this
Ordinance.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
16-24 Ordinance No. Passed__2age 2 of 2
Section 4. Appropriations. There be appropriated from the unappropriated fund
balance in the General Fund in 2024 the amount of $12,000,000 in account 10196290-
741404. There be appropriated from the unappropriated fund balance in the Parkland
Acquisition Fund in 2024 the amount of $5,100,000 in account 40296290-741404.
There be appropriated from the unappropriated fund balance in the Sewer Fund in
2024 the amount of $4,600,000 in account 62096290-741404. There be appropriated
from the unappropriated fund balance in the Water Fund in 2024 the amount of
$10,500,000 in account 61096290-741404. There be appropriated from transfers and
the sale of notes to the credit of the Capital Construction Fund in 2024 the amount of
$44,900,000 in account 40480320-735001. These appropriations are necessary to
support the City’s financing plan to purchase the property.
Section 5. Open Meetings. This City Council finds and determines that all formal
actions of this City Council and any of its committees concerning and relating to the
passage of this Ordinance were taken in an open meeting of this City Council or any
of its committees, and that all deliberations of the City Council and any of its
committees 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 6. Effective Date. This Ordinance shall take effect and be in force from
and after the earliest date permitted by law.
Passed this ES day of Gul , 2024. Ne be y—
Mayor - Presiding Officer
ATTEST:
To: Members of Dublin City Council
From: Megan D. O’Callaghan, P.E., City Manager
Date: June 11, 2024
Initiated By: Matthew L. Stiffler, Chief Financial Officer/Director of Finance
Jennifer M. Rauch, AICP, Director of Community Planning and Development
Jean-Ellen M. Willis, P.E., Director of Transportation & Mobility
Jeremiah Gracia, CEcD, Director of Economic Development
Kendel L. Blake, Assistant to the City Manager
Re: Ordinance 16-24 – AUTHORIZING THE CITY MANAGER TO ENTER INTO A REAL
ESTATE PURCHASE AGREEMENT FOR CERTAIN PROPERTY OWNED BY STEELE
LAND COMPANY, 6500 DUBLIN PARK DRIVE, LLC AND FAYE D. COX, AS TRUSTEE
OF THE SHEPHERD IRREVOCABLE TRUST DATED MARCH 12, 2021, LOCATED IN
FRANKLIN COUNTY, OHIO, AND MADISON COUNTY, OHIO, AUTHORIZING THE
EXECUTION OF RELATED AGREEMENTS AND DOCUMENTS, AND
APPROPRIATING FUNDS THEREFOR.
Summary
The City of Dublin has engaged in discussions with Allen Shepherd (the “Seller”) to purchase
property owned by Steele Land Company, 6500 Dublin Park Drive, LLC and Faye D. Cox, as
Trustee of the Shepherd Irrevocable Trust Dated March 12, 2021, that comprises approximately
242.562 acres located in Franklin County and Madison County, Ohio. The parcels to be acquired
are highlighted below and referred to as SportsOhio (97.523± acres), Shepherd Excavating (7.93±
acres) and Carter Farms (137.109± acres).
This acquisition consists of multiple parcels that can be leveraged for a number of strategic
opportunities generally related to economic development, transportation and recreational uses.
The largest parcel to the east is required to be purchased for the completion of University
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 Memo
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REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (hereinafter the “Agreement”) is made and
entered into on the ___ day of _________________, 2024 (the “Effective Date”) by and between
the CITY OF DUBLIN, OHIO, an Ohio municipal corporation (the “City”), having an office at 5555
Perimeter Drive, Dublin, Ohio 43017, and STEELE LAND COMPANY, an Ohio corporation for
profit (the “Steele Seller”), 6500 DUBLIN PARK DRIVE, LLC, an Ohio limited liability company
(the “Park Seller”), and FAYE D. COX, AS TRUSTEE OF THE SHEPHERD IRREVOCABLE TRUST
DATED MARCH 12, 2021 (the “Trust Seller” and, each of the Steele Seller, Park Seller and Trust
Seller may be referred to individually herein as a “Seller” and, collectively, the “Sellers”), each
having a mailing address of 6295 Cosgray Road, Dublin, Ohio 43016. The City and the Sellers
may hereinafter be referred to individually as a “Party”, or collectively as the “Parties”.
BACKGROUND INFORMATION
WHEREAS, the City, over the years has entered into Real Estate Transfer Agreements,
Real Estate Purchase Agreements and Development Agreements that advance the goals of the City
and enhance the public services provided by the City;
WHEREAS, Steele Seller owns the following parcels of real estate: i) Franklin County
Parcel Numbers 274-000132, 274-000133, 274-000134, 274-000135, 274-000149, 274-000150,
274-000895, 273-005939, and 273-011256, and (ii) Park Seller owns that certain parcel of real
estate known as Franklin County Parcel Number 274-000139 (collectively, the “SportsOhio
Parcels”);
WHEREAS, Steele Seller owns the following parcels of real estate: Franklin County Parcel
Numbers 272-000415, 272-000416, 272-000417, and 272-000418 (collectively, the “Shepherd
Excavating Parcels);
WHEREAS, Trust Seller owns the following parcels of real estate: i) Franklin County
Franklin County Parcel Number 271-000001 and (ii) Madison County Parcel Number 02-
00300.000 (collectively, the “Carter Farms Parcels”);
WHEREAS, the Carter Farms Parcels are referred to collectively with the SportsOhio
Parcels and the Shepherd Excavating Parcels as the “Premises”, and more particularly described
on Exhibit A attached hereto;
WHEREAS, Steele Seller and Park Seller collectively own all equipment, furnishings,
furniture and other tangible personal property (“Personal Property”) located on the SportsOhio
Parcels and used in connection with the operation of the Premises;
WHEREAS, the Premises and the Personal Property are collectively referred to herein as
the “Property”;
WHEREAS, City Council has determined that it is in the best interest of the City to
investigate the potential purchase the Property as described above; and
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WHEREAS, it is the desire of the Parties to memorialize the terms of the contemplated
transfer in this Agreement.
STATEMENT OF AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the City and Sellers covenant, agree and obligate themselves to the
foregoing Background Information and as follows:
ARTICLE I
SALE AND PURCHASE OF THE PROPERTY
1. Sale. Sellers hereby agree to sell and convey to the City, and the City hereby agrees to purchase
and obtain from Sellers the Property. The Parties acknowledge and represent that this
conveyance of the Property is a voluntary transfer.
2. Purchase Price. The Purchase Price for the Property shall be as follows:
a. SportsOhio Parcels:
i. The total Purchase Price for the SportsOhio Parcels and Personal Property
owned by Steele Seller shall be Twenty-Five Million One Hundred Ten
Thousand and 00/100 Dollars ($25,110,000.00); and
ii. The total Purchase Price for SportsOhio Parcels and Personal Property owned
by Park Seller shall be One Million Nine Hundred Thousand and 00/100 Dollars
($1,900,000.00).
b. Shepherd Excavating Parcels: The total Purchase Price for the Shepherd Excavating
Parcels shall be Two Million Four Hundred Ninety Thousand and 00/100 Dollars
($2,490,000.00).
c. Carter Farms Parcels: The total Purchase Price for the Carter Farms Parcels shall be
Fifteen Million Eighty-One Thousand Nine Hundred Ninety and 00/100 Dollars
($15,081,990.00) based upon an agreed total acreage of 137.109 acres.
ARTICLE II
CONTINGENCIES
3. Contingent Agreement. The Closing in this Agreement shall be completely contingent upon
the City’s satisfaction or waiver of the contingencies set forth in Article II, Section 4 below
(individually, a “Contingency” and collectively the "Contingencies"). The City shall have until
the date that is ninety (90) days after the Effective Date, to satisfy or waive the Contingencies
set forth in Article II, Section 4 below, which shall be referred to as the “Contingency Date”.
The City may extend the Contingency Date for one (1) period of thirty (30) days upon written
notice to Sellers.
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4. Contingencies. The Contingencies are as follows:
a. The City shall determine that the Premises have soil conditions, as determined by
engineering tests or studies satisfactory to the City, which without substantial
corrective measures, permit construction thereon of additional improvements within
and upon the Premises; and
b. The City shall determine that the Premises shall have drainage conditions acceptable
to the City, in its sole discretion; and
c. The City shall receive a report, prepared by a certified environmental engineer selected
by the City, 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; and
d. The City shall have determined, in its sole discretion, that it can obtain any financing
arrangements deemed necessary or advisable to facilitate the purchase of the Premises;
and
e. The City shall have determined, in its sole judgment, that the use and further
development of the Premises for the City’s intended use is economically and physically
feasible; and
The City shall pay all expenses relating to or arising out of the Contingencies
5. Notice of Satisfaction or Waiver. The Contingencies above in Section 4 shall be deemed to
have been satisfied or waived, unless on or before the Contingency Date, the City gives to
Sellers written notice of the City’s failure to satisfy the Contingencies. Upon delivery of such
written notice, this Agreement shall terminate, and thereafter both Parties shall be fully
released from all further liability and obligations hereunder; provided, following the
termination of this Agreement pursuant to this Section 5 or any other termination right set forth
in this Agreement, the City shall provide to Sellers copies of all reports received by the City in
connection with its Contingencies within five (5) business days following such termination,
with such obligation surviving the termination of this Agreement. Such reports shall be
provided to Seller without any warranty as to the accuracy of the information contained therein
and shall exclude any privileged or proprietary information.
6. City Council Approval. After the Contingency Date, or earlier if the City elects to waive all
contingencies in Section 4 above and Article VI below prior to the Contingency Date, and
assuming the City has not terminated this Agreement in accordance with Section 5 above or
Article IV below, the City shall seek an ordinance or ordinances from the City Council of
Dublin, Ohio, (“Council”) approving the Agreement, the financing necessary for the purchase,
and authorizing Closing to proceed (collectively, “Council Approval”). The passing of such
ordinances by Council is entirely within the sole discretion of Council. If Council elects not
to pass such ordinances, then this Agreement shall terminate and be of no further force and
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effect. Notwithstanding the foregoing, if the City does not receive Council Approval within
sixty (60) days following the earlier of the Contingency Date or the date on which the City
elects to waive all Contingencies in Section 4 above and Article VI below, either the City or
the Sellers may terminate this Agreement immediately upon written notice to the other.
7. Leaseback of Shepherd Excavating Parcels. The City agrees that upon Closing, the City
shall lease back the Shepherd Excavating Parcels to an entity designated by Seller for a period
not to exceed four (4) years. At Closing, the City and Seller or its designated entity shall
execute a form of lease substantially in the same terms in conditions as attached hereto as
Exhibit B (the “Shepherd Excavating Lease”). Seller has the right to terminate the Shepherd
Excavating Lease early with no penalty and has indicated early termination is possible.
8. Management of SportsOhio Parcels. Prior to the Contingency Date, the City and Sellers shall
agree upon a commercially reasonable management agreement whereby Seller, or its
designated entity, will continue to manage the facilities at the SportsOhio Parcels, in a manner
generally consistent with current operations, on behalf of the City for a period of up to one (1)
year following Closing (the “Management Agreement”). City and Sellers agree that the
Management Agreement will need to be in a form approved by the City’s bond counsel in
order that it will not impair the City’s ability to issue securities the interest on which will be
exempt from federal income taxation for the purpose of purchasing the Property. In the event
that the City and Sellers do not agree upon a Management Agreement in accordance with this
Section, the City may elect, at its sole discretion, to waive this requirement and proceed to
Closing without a Management Agreement.
ARTICLE III
SUBMISSION MATERIALS
9. Sellers’ Cooperation. Sellers shall, within five (5) business days after the Effective Date of
this Agreement, submit to the City the following information and/or materials not already
provided by Sellers, to the extent the same is in the possession of Sellers, for use by the City
in preparation for the purchase of the Property (hereinafter, the “Property Information”):
a. Surveys, site plans, topographical studies, plat maps, property descriptions and all
engineering drawings for the utilities and public services servicing the Premises,
including, by way of example, but not of limitation, the sanitary sewers, water lines
and street improvements for the Premises; and
b. Soils reports for the Premises; and
c. Environmental studies of the Premises; and
d. Asbestos studies of the Premises; and
e. Copies of the title insurance policies issued upon Sellers’ acquisition of the Premises.
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All materials provided to the City pursuant to this Article III shall be deemed conditional.
If this transaction is not closed in accordance with the terms hereof, such materials shall be
returned to Sellers upon demand. No representation or warranty, express or implied, is or will
be made with respect to the accuracy or completeness of any of the Property Information or
any other information provided by Sellers to the City in connection with the sale of the
Property. Any use of or reliance upon the Property Information by the City is made at the
City’s sole risk and Sellers shall have no liability in connection therewith. Sellers hereby agree
to reasonably cooperate with the City in all respects during the term of this Agreement,
including Sellers joining in the execution of any and all reasonable notices, addendums,
applications, instruments, licenses and documents contemplated pursuant hereto.
ARTICLE IV
EVIDENCE OF TITLE
10. Title Commitment. The City may obtain commitments (each a "Title Commitment" or
collectively the “Title Commitments”) from a title insurance company licensed to do business
in the State of Ohio (the “Title Company”) to issue an ALTA Owner's Title Insurance Policy
on the current form in the full amount of the Purchase Price of the respective portion of the
Premises (the "Title Policy"). The cost of any Title Policy shall be paid by the City. The Title
Commitments 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 Commitments. On or
before the date of Closing, the Title Commitments must show in the applicable Seller good
and insurable title to the applicable portion of the Premises, free and clear, except for the
standard printed exceptions contained in the final form of Schedule B of the Title Policy, and
free and clear of all liens, charges, encumbrances and clouds of title, whatsoever, except the
following (collectively, the "Permitted Encumbrances"):
a. Those created or assumed by the City; and
b. Zoning ordinances, legal highways and public rights-of-way which do not interfere
with the practical use of the Premises; and
c. Real estate taxes which are a lien on the Premises but which are not yet due and
payable; and
d. Easements and restrictions of record acceptable to the City which do not interfere with
the City’s anticipated use of the Premises, which shall be reflected in the final form of
Schedule B to the Title Policy.
e. With regard to the Carter Farms Parcels, that certain Lease Agreement dated January
1, 2024, by and between Dennis Smart d/b/a Smart Farms, as tenant, and Trust Seller,
as landlord, as to the 2024 growing season.
The Title Commitments shall fully and completely disclose all easements, negative or
affirmative, rights-of-way, ingress or egress or any other appurtenances to the applicable
portion of the Premises, and shall provide insurance coverage in respect to all of such
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appurtenant rights. The Title Commitments shall include the results of a special tax search and
examination for any financing statements filed of record which may affect the applicable
portions of the Premises. As used herein, Title Company means Newmark Title Services, 150
East Broad Street, Columbus, Ohio 43215.
11. Endorsement at Closing. At the Closing, the Title Company shall provide the City with
endorsements to the Title Commitments updating the commitment to the Closing Date and
showing no change in the state of the title to the applicable Premises (other than mortgages
which shall be released by Sellers at the Closing). After the Closing, the Title Company shall
issue a final owner's title insurance policy in the amount of the Purchase Price for the applicable
Premises.
12. Survey. The City shall, 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 City and the Title Company. Subject to the approval of the Title Company, the legal
description set forth on the survey shall be used in the Title 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.
13. Status of Title; Permitted Encumbrances; Objections. Up and until five (5) days prior to
the Contingency Date (the “Deadline for Objections”), the City may provide Sellers with
written objections to the extent that the Title Commitments reveal matters other than the
Permitted Encumbrances (the "Objections") which constitute a monetary lien or which
interfere with the City’s use of the Premises for its intended purpose. The City’s failure to
make written Objections by the Deadline for Objections will constitute a waiver of the City’s
right to make Objections. Upon the City giving Sellers written notice of Objections, Sellers
may either agree in writing to satisfy the Objections, or in the absence of Sellers’ written
agreement to satisfy after ten (10) days after such notice, the City shall either waive the
Objections or terminate this Agreement.
ARTICLE V
DEED AND OTHER DOCUMENTS
14. Deed of Conveyance. The applicable Seller, as grantor, shall convey to the City, at the
Closing, good and insurable title in fee simple to the Premises by transferable and recordable
limited warranty deed under O.R.C. 5302.07, or by trustee’s deed if appropriate, signed by all
parties necessary, free and clear of all defects, mortgages, easements, restrictions, reservations,
conditions, agreements, liens and encumbrances, except the Permitted Encumbrances.
15. Bill of Sale. The applicable Sellers, as seller, shall each transfer to the City, at the Closing, all
of its ownership interest in the Personal Property by one or more bills of sale in form acceptable
to each Party (the “Bill of Sale”).
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16. Supplemental Instruments. Sellers agrees to execute any and all reasonable supplemental
instruments or documents necessary to vest the City with the rights, titles, and interests to the
Property.
ARTICLE VI
INSPECTION
17. Tests and Engineering Studies. Upon the Effective Date, the City shall, at its sole cost,
have the right through the City's associates, employees and/or contractors and agents, upon not
less than 24 hours prior notice to Sellers, in order for Sellers to have a representative present
during any such visit (if required by Sellers), and which, for purposes of meeting the
requirements of this Section, notice may be given solely by email to Sellers and Sellers’ agent,
to enter upon the Premises for the purpose of surveying, inspecting, making contour surveys,
temporary excavations, test borings and other purposes required by the City to enable the City
to ascertain whether it is feasible to complete the proposed development of the Premises. The
City covenants and agrees that it (and its associates, employees and/or contractors and agents)
shall not materially interfere with the business being conducted on the Premises, shall
remediate any damage caused to the Premises, and shall be responsible for any damages to
persons or property as a result of its (or its associates, employees and/or contractors and agents)
entry upon the Premises.
ARTICLE VII
CLOSING
18. Closing. The Parties agree that the purchase and sale of the Property shall be closed (the
"Closing") no later than seventy-five (75) days after passage of the Ordinance by Council as
referenced in Article II, Section 6 above (the “Closing Date”), unless otherwise agreed to in
writing by the Parties. 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 Sellers. The parties agree that Closing may
occur via escrow.
19. Possession. At Closing, Sellers shall deliver exclusive possession of the Property, subject to
Permitted Encumbrances, except as provided in Section 8 herein and as set forth in the
Shepherd Excavating Lease. The Parties agree that Steele Seller or its affiliate, Norm’s Place,
Inc., will transfer the liquor licenses applicable to the SportsOhio Parcels to the City following
expiration or termination of the Management Agreement, as more particularly detailed in the
Management Agreement.
20. Sellers’ Closing Documents. In addition to the deed described in Article V, at the Closing,
Sellers shall deliver to the City: (i) a closing statement showing the Purchase Price and all
charges, prorations and/or credits to the City or Sellers provided for herein, (ii) all consents,
affidavits or other documents reasonably and customarily required by the Title Company to
issue the Title Policy, (iii) such evidence of authority as the City or the Title Company
reasonably may deem necessary to evidence the authority of the applicable Seller’s signatory
to enter into this Agreement and to consummate the transactions contemplated hereby, (iv) a
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counter-signed original of the Shepherd Excavating Lease, (v) a counter-signed original of the
Management Agreement, (vi) the duly executed Bill of Sale, and (vii) an affidavit that each
Seller 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.
21. The City’s Closing Documents. At the Closing, the City shall deliver to Sellers: (i) the
Purchase Price, (ii) a closing statement showing the Purchase Price and all charges, prorations
and/or credits to the City or Sellers provided for herein, (iii) such evidence of authority as
Sellers or the Title Company reasonably may deem necessary to evidence the authority of the
City’s signatory to enter into this Agreement and to consummate the transactions contemplated
hereby, (iv) a counter-signed original of the Shepherd Excavating Lease, (v) a counter-signed
original of the Management Agreement, and (vi) any other documents reasonably requested
by the Title Company.
22. Adjustments at Closing. At Closing, the Parties shall apportion, adjust, prorate and pay the
following items in the manner hereinafter set forth:
a. Real Estate Taxes and Assessments. Sellers 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 Closing Date (both current
and reassessed, whether due or to become due and not yet payable), all unpaid real
estate taxes for years prior to Closing, and real estate taxes for the year of Closing,
prorated through the Closing Date. The proration of undetermined taxes shall be based
upon a three hundred sixty-five (365) day year and on the last available tax rate, giving
due regard to applicable exemptions, recently voted millage, change in tax rate or
valuation (as a result of this transaction or otherwise), etc., whether or not the same
have been certified. It is the intention of the Parties in making this tax proration to give
the City a credit in an amount as close as possible to the amount which the City will be
required to remit to the County Auditor for the period of time preceding the Closing
Date hereof.
b. CAUV. The Parties acknowledge that the Carter Farms Parcels are currently valued as
“Current Agriculture Use Value” (“CAUV”) property on the books of the Franklin and
Madison County Auditors and Treasurers and there is real estate tax recoupment owed
on the Premises for removing it from CAUV classification. In the event the City elects
to remove all or a part of the Carter Farms Parcels from the CAUV classification, the
City shall be wholly responsible for any real estate tax recoupment owed.
c. The prorations provided in Section 22(a) and (b) above shall be final at Closing. Sellers
warrant and represent that, to its actual knowledge, (1) all assessments presently
constituting a lien are shown on the County Treasurer's records and (2) no
improvement, site or area, has been installed by any public authority, the cost of which
is to be assessed against the Premises in the future. Sellers further warrant and represent
that no Seller nor any of its agents or representatives have received written notice, or
have actual knowledge of any proposed improvement, any part of the cost of which
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would or might be assessed against the Premises in the future. The covenants and
agreements set forth in this Agreement shall not be cancelled by performance under
this Agreement, but shall survive the Closing and the delivery of the deed of
conveyance hereunder for a period of one (1) year.
d. Sellers’ Expenses. Sellers shall, at the Closing (unless previously paid) pay by credit
against the Purchase Price the following:
i. The cost of all municipal services and public utility charges due for the Premises
(if any) through the Closing Date; and
ii. Sellers’ attorneys’ fees; and
iii. One-half (1/2) the fee, if any, charged by the Title Company for closing the
transaction contemplated herein.
e. The City’s Expenses. The City shall at the Closing (unless previously paid) pay the
following:
i. The cost of the Title Commitment and Owner’s Title Policy; and
ii. The recording fees required for recording the limited warranty deed; and
iii. The cost of the survey referred to in Article IV Section 12; and
iv. The City’s attorneys’ fees; and
v. One-half (1/2) the fee, if any, charged by the Title Company for closing the
transaction contemplated herein.
f. Brokers. The City and Sellers represent and warrant that they have not dealt with any
real estate broker or realtor in connection with the sale of the Property, and that no
realtor’s or finder's fees, brokerage commissions, or other forms of compensation are
due to any realtor or broker in connection with this transaction. Sellers shall indemnify
and hold harmless the City in relation to any such claims made by any realtor and/or
broker claiming a right to commissions and/or fees by, through or under Sellers.
ARTICLE VIII
WARRANTIES AND REPRESENTATIONS OF THE PARTIES
23. Warranties and Representations of Sellers. In addition to any other representation or
warranty contained in this Agreement, except as may be disclosed by Sellers in the Property
Information, Sellers hereby represent and warrant, to its actual knowledge as of the Effective
Date without inquiry, as follows:
a. No Seller or any agent or representative of Sellers has 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
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
10
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 such Seller is a party or
by which such Seller or the Premises might be bound; and
c. No Seller or any agent, employee or representative of any Seller has received any
written notice, of any change contemplated in any applicable laws, ordinances or
restrictions, or any judicial or administrative action, or any action by adjacent
landowners, which would prevent, limit or in any manner interfere with the City’s
proposed use of the Premises; and
d. Through and until the Closing Date, Sellers shall not enter into any easement, new lease
or other contract pertaining to the Premises, or sign a petition for or otherwise or agree
to have the Premises included in a joint economic development district or similar
program of any type or otherwise encumber the Premises, unless otherwise approved
herein or in writing by the City; and
e. There are no hazardous wastes, hazardous substances, or hazardous materials located
in, on or about or generated from the Premises which may require remediation, or
which may result in penalties under any applicable law; and
f. Each Seller is not a "Foreign Person" as that term is defined in the Foreign Investment
in Real Property Tax Act.
Notwithstanding anything to the contrary contained herein, no such representation and/or
warranty is made in relation to any notice received from or delivered by the City, as the
same pertain to the underlying substance of those warranties and representations made in
subsections 23 a. or 23 c. above.
24. Breach of Warranties by Sellers Prior to Closing. If, during the pendency of this
Agreement, the City determines that any warranty or representation given by Sellers to the City
under this Agreement was untrue, incorrect, or misleading, in whole or in part, in any material
respect, the same shall constitute a default by Sellers hereunder. In such event, the City may
give written notice thereof and shall thereafter have the right to terminate this Agreement or
the right to pursue in a court of competent jurisdiction a claim for specific performance
hereunder.
25. “As Is” Condition. The City acknowledges and agrees that, except as otherwise expressly
stated in this Agreement and/or in any documents provided to the City by Sellers (i.e., the
Deeds) at Closing, (a) Sellers have not made any warranty, guaranty or representation relating
to the Property or business operations, (b) The City is relying solely on its own investigation
of the Property and not on any information provided or to be provided by Sellers, and (c) The
City agrees to accept the Property and acknowledges that the sale thereof as provided for in
this Agreement is made by Sellers on an “As Is, Where Is and with all faults” basis, except as
otherwise expressly stated in this Agreement and/or in any documents provided to the City by
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11
Sellers (i.e., the Deeds) at Closing. For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the City, saving and excepting as otherwise
expressly stated in this Agreement and/or in any documents provided to the City by Sellers
(i.e., the Deeds) at Closing, the City hereby remises, releases and forever discharges Sellers
and its members, managers, agents and employees from any and all obligations, claims,
liabilities, suits, costs, expenses, damages, actions and/or causes of action, matured or
contingent, known or unknown, which may arise out of, or are in any way or in any manner
connected with or related to, in whole or in part, the condition of the Property, including, but
not limited to any claims under applicable Environmental Laws, or otherwise. The term
“Environmental Laws” shall mean all present and future federal, state and local laws,
regulations and ordinances and principles of common law relating to the protection of the
environment, public health or public safety, including, but not limited to, the Comprehensive
Environmental Response, Compensation, and Liability Act, (42 U.S.C. § 9601, et seq., as
amended), the Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq., as
amended), the Clean Water Act (33 U.S.C. § 1251, et seq. as amended), the Safe Drinking
Water Act (42 U.S.C. § 300f, et seq., as amended) the Toxic Substances Control Act (15 U.S.C.
§ 2601, et seq. as amended), any state and local counterparts of such statutes or regulations and
any state voluntary cleanup programs, each as amended from time-to-time. The substance of
this Section 25 is intended to survive the Closing or earlier termination of this Agreement.
26. Warranties and Representations of the City. In addition to any other representation or
warranty contained in this Agreement, the City hereby represents and warrants as follows:
a. N/A
27. Warranties and Representations Survive Closing. The warranties, representations,
covenants and agreements set forth in this Agreement shall not be cancelled by performance
under this Agreement, but shall survive the Closing and the delivery of the deed of conveyance
hereunder for a period of one (1) year after the Closing Date. Seller shall promptly notify the
City if Seller discovers any of the representations or warranties made as of the Effective Date
to be untrue or incorrect. All representations and warranties set forth in this Article VIII shall
be true and correct as of the date hereof and as of the Closing Date, subject to subsequent
disclosures made by Seller, and at Closing, if requested by the City, Sellers shall so certify, in
writing, in form reasonably requested by the City. Sellers hereby agrees to indemnify and hold
the City harmless from and against any and all claims, demands, liabilities, costs and expenses
of every nature and kind (including attorneys' fees) which the City may sustain at any time by
reason of the material untruth, breach, misrepresentation or nonfulfillment of any of the
covenants, representations, warranties or agreements made by Sellers in this Agreement or in
any documents or agreements delivered in connection with this Agreement or with the closing
of the transaction contemplated hereby up to a maximum liability of One Million Dollars
($1,000,000.00). No claim under the foregoing indemnification may be brought by the City
unless such claim is in excess of Ten Thousand Dollars ($10,000.00).
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ARTICLE IX
NOTICES
28. Notices. Whenever in this Agreement it shall be required or permitted that notice be given or
served by either Party hereto on the other, such notice shall be in writing and shall be deemed
served when either delivered in person to the following designated agents for that purpose, or
deposited in the United States Mail, by certified or registered mail, postage prepaid, return
receipt requested, or with a national courier service (e.g., Federal Express) addressed to the
other Party as follows:
If to Sellers: Allen S. Shepherd, III
6295 Cosgray Road
Dublin, Ohio 43016
with copy to: Ryan P. Aiello
Dinsmore & Shohl LLP
191 N. Nationwide Boulevard
Columbus, Ohio 43215
Ryan.Aiello@Dinsmore.com
or to such other address as Sellers may hereinafter designate by written notice to City. Any
notice to be served on City shall be addressed as follows:
If to the City: Megan O’Callaghan
City Manager
City of Dublin
5555 Perimeter Drive
Dublin, Ohio 43017
mocallaghan@dublin.oh.us
with copy to: Yaz Ashrawi, Esq.
Frost Brown Todd LLP
One Columbus, 10 West Broad Street
Columbus, Ohio 43215
yashrawi@fbtlaw.com
or to such other address as the City may hereinafter designate by written notice to Sellers.
ARTICLE X
GENERAL PROVISIONS
29. Governing Law. This Agreement is being executed and delivered in the State of Ohio and
shall be construed and enforced in accordance with the laws of the State of Ohio. For all
litigation, disputes and controversies which may arise out of or in connection with this
Agreement, the undersigned hereby waive the right to trial by jury and consent to the
jurisdiction of the courts in the State of Ohio.
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30. Entire Agreement. This Agreement constitutes the entire contract between the Parties hereto,
and may not be modified except by an instrument in writing signed by the Parties hereto, and
supersedes all previous agreements, written or oral, if any, of the Parties.
31. Time of Essence. Time is of the essence of this Agreement in all respects.
32. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties
hereto, their respective heirs, legal representatives, successors and assigns. Except as part of
the Exchange defined in Section 39 below, no Party may assign this Agreement in whole or in
part.
33. Waiver. No waiver of any of the provisions of this Agreement shall be deemed, nor shall the
same constitute a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing waiver. No waiver shall be binding, unless executed, in writing,
by the Party making the waiver.
34. Headings. The section headings contained in this Agreement are for convenience only and
shall not be considered for any purpose in construing this Agreement.
35. Survival. The terms and provisions of this Agreement shall survive the delivery of the deed
of conveyance hereunder.
36. Counterparts. This Agreement may be executed in one or more counterparts all of which will
be considered one and the same agreement, binding on all Parties, notwithstanding that all
Parties are not signatories to the same counterpart.
37. 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.
38. 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 fullest extent permitted by law.
39. Tax Deferred Exchange. Any Party may request to consummate the sale of all or part of the Property
as part of a so-called like kind exchange (the “Exchange”) pursuant to Section 1031 of the Internal
Revenue Code of 1986, as amended, provided that (a) all costs, fees, and expenses attendant to the
Exchange shall be the sole responsibility of the requesting party; (b) the Closing shall not be delayed
or affected by reason of the Exchange, nor shall the consummation or accomplishment of the Exchange
be a condition precedent or condition subsequent to the requesting party’s obligations and covenants
under this Agreement; and (c) the non-requesting party shall not be required to incur any cost or liability
or to acquire or hold title to any real property other than the Property for purposes of consummating
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14
the Exchange. The requesting party agrees to defend, indemnify, and hold the other harmless from any
liability, damages, or costs, including without limitation reasonable attorneys’ fees, that may result
from such party’s acquiescence to the Exchange. The non-requesting party shall not by this Agreement
or acquiescence to the Exchange: (1) have its rights under this Agreement, including those that survive
Closing, affected or diminished in any manner or (2) be responsible for compliance with or be deemed
to have warranted to the other party that the Exchange in fact complies with Section 1031 of the Internal
Revenue Code or any other law or regulation. The non-requesting party consents to the requesting
party’s assigning this Agreement to its exchange facilitator provided that (A) the exchange facilitator
strictly complies with the requirements of this Section and the other provisions of this Agreement, and
(B) the requesting party shall remain liable to the non-requesting party to fulfill all obligations of the
requesting party in this Agreement after such assignment.
[Signature Page Follows]
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SELLERS: CITY:
STEELE LAND COMPANY THE CITY OF DUBLIN, OHIO
An Ohio for profit corporation An Ohio Municipal Corporation
_______________________ ____________________________
Allen S. Shepherd, III, President Megan O’Callaghan, City Manager
6500 DUBLIN PARK DRIVE, LLC Approved as to Form:
________________________ ______________________________
Andrew P. Shepherd, Member Yaz Ashrawi, Assistant Law Director
__________________________
FAYE D. COX, TRUSTEE
OF THE SHEPHERD IRREVOCABLE
TRUST DATED MARCH 12, 2021
CERTIFICATE OF AVAILABILITY OF FUNDS
I certify that the money required to meet the obligations of the City of Dublin hereunder
has hereby been lawfully appropriated for such purpose and is in the treasury or in the process of
collection to the credit of this fund, free from any previous obligation or certification as required
by Ohio Revised Code §5705.01 to §5705.47.
Date Matthew Stiffler, Dublin Finance Director
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
EXHIBIT A
Property Description
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202617-OH
The Land is described as follows:
PARCEL 1:
Situated in the City of Dublin, County of Franklin, and State of Ohio:
Being Lot Number 1, Lot Number 2, Reserve A and Reserve B of Northwest Dublin Commercial Park Phase I as
it is numbered and delineated upon the recorded plat thereof, of record in Plat Book 76, Page 3 , Recorder's
Office, Franklin County, Ohio.
EXCEPTING THEREFROM, 2.00 Acres out of Reserve "A", conveyed to Midwest Gymnastics & Cheerleading,
Inc. in Official Record 22881I11 , of the Franklin County, Ohio Records and further described as follows:
Situated in the State of Ohio, County of Franklin, City of Dublin, VMS. No. 6748 and being 2.000 acres of land,
more or less, all out of RESERVE "A" as same is designated and delineated on the recorded plat of
"NORTHWEST DUBLIN COMMERCIAL PARK PHASE 1" of record in Plat Book 76, Page 3 (all references in
this description are to the records in the Recorder's Office, Franklin County, Ohio) said 2.000 acres being more
particularly described as follows:
Beginning at a 5/8-inch rebar found at the northeast corner of said Reserve "A", also being the northwest corner
of Lot 1 of said plat;
Thence South 03 deg. 45' 53" East, 250.31 feet, along the common line between said Reserve "A" and Lot 1, to
a 5/8-inch rebar set on the northerly right-of-way line of Dublin Park Drive (60.00-foot-wide right-of-way in Plat
Book 76 Page 3);
Thence southwesterly along said right-of-way line, being the arc of a curve to the left, having a radius of 330.00
feet, a central angle of 01 deg. 51' 40", the chord of which bean South 85 deg. 18' 17" West, 10.72 feet, to a
5/8-inch rebar set at the point of tangency;
Thence South 84 deg. 22' 27" West, 333.69 foot, along said right-of-way line, to a 5/8-inch rebar set;
Thence North 05 deg. 37' 33" West, 250.00 feet, crossing said Reserve "A" with a new division line, to a 5/8-inch
rebar set on the northerly line of said Reserve "A";
Thence North 84 deg. 22' 27" East, 352.54 feet, along said northerly line and the southerly line of that 3-acre
tract conveyed to John T. and Rufe Byers in Deed Book 1963, Page 587 , to the Point of Beginning, containing
2.000 acres of land, more or less, subject to any easements, restrictions, or rights-of-way of record.
NOTE: Bearings are referenced to that of Northwest Dublin Commercial Park Phase I in Plat Book 76, Page 3.
For the purpose of this description a bearing of North 84 deg. 22' 27" East, was used on the north line of
Reserve "A" as shown on said plat The 5/8-inch rebars are 30-inches long with plastic caps stamped "Site
Engineering, Inc."
The above description was prepared from an actual field survey of the premises during February, 1993 by Site
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SCHEDULE C
(Continued)
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202617-OH
Engineering, Inc., Mark A. Hazel, Professional Surveyor No. 7039.
ALSO EXCEPTING THEREFROM, 7.443 Acres out of Reserve "B", conveyed to the City of Dublin, Ohio. in
Official Record 22164A01 , of the Franklin County, Ohio Records and further described as follows:
Situated in the State of Ohio, County of Franklin, City of Dublin, V.M.S. No. 6748 and being 7.443 acres of land,
more or less, all out of Reserve "B" as same is designated and delineated on the recorded plat of
"NORTHWEST DUBLIN COMMERCIAL PARK PHASE I" of record in Plat Book 76, Page 3 (all references in this
description are to the records in the Recorder's Office, Franklin County, Ohio) said 7.443 acres being more
particularly described as follows:
Beginning, for reference, at a P.K. nail found at the centerline intersection of Cosgray Road and Dublin Park
Drive as shown on said Plat Book 76, Page 3;
Thence North 75 deg. 48' 36" East, 65.00 feet, along the centerline of said Dublin Park Drive (60.00-foot-wide
right-of-way), to a point;
Thence South 14 deg. 11' 24" East, 30.00 feet, to a 5/8-inch rebar set on the southerly right-of-way line of said
Dublin Park Drive, the True Point of Beginning;
Thence the following three (3) courses being along the southerly right-of- way lines of said drive and northerly
lines of said Reserve "B":
1) Thence North 75 deg. 48' 36" East, 208.48 feet, to a 5/8-inch rebar sat at a point of curvature;
2) Thence northeasterly, along the arc of a curve to the right, having a radius of 470.00 feet, a central angle of
08 deg. 33' 51", the chord of which bears North 80 deg. 05' 31" East, 70.19 feet to a 5/8-inch rebar set at a point
of tangency;
3) Thence North 84 deg. 22' 27" East 571.46 feat, to a 5/8-inch rebar set;
Thence South 06 deg. 27' 02" West 255.35 feet, crossing said Reserve "B" with a new division line, to a corner
of said Reserve "B";
Thence South 23 deg. 48' 49" West 142.95 feet, along a southeasterly line of said Reserve "B", to a corner of
said Reserve "B";
Thence South 20 deg. 51' 35" West, 10.00 feet, continuing along a southeasterly line of said Reserve "B", to a
point;
Thence South 75 deg. 51' 20" West, 304.75 feet, crossing said Reserve "B" with a new division line, passing a
5/8-inch rebar set at 110.38 feet, to a 5/8-inch rebar set;
Thence South 85 deg. 16' 40" West, 385.30 feet, continuing with said new division line, to a 5/8-inch rebar set
on the easterly right-of-way line of Cosgray Road;
Thence North 14 deg. 11' 24" West, 361.51 feet, along said easterly right-of-way line, being 40.00 feet easterly
from (as measured at right angles) and parallel to the centerline of said Cosgray Road, to a 5/8-inch rebar set;
Thence northeasterly along the southerly right-of-way line of said Dublin Park Drive, being the arc of a curve to
the right, having a radius of 25.03 feet, a central angle of 90 deg. 00' 00", the chord of which bears North 30 deg.
48' 36" East, 35.36 feet, to the True Point of Beginning, containing 7.443 acres of land, more or less, subject to
any easements, restrictions or rights-of-ways of record.
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SCHEDULE C
(Continued)
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202617-OH
NOTE: Bearings are referenced to that of Northwest Dublin Commercial Park Phase I in Plat Book 76, Page 3.
The 5/8-inch rebars are 30-inches long with plastic caps stamped "Site Engineering, Inc."
The above description was prepared from an actual field survey of the premises during February, 1993 by Site
Engineering, Inc., Mark A. Hazel, Professional Surveyor No. 7039.
ALSO EXCEPTING THEREFROM, 4.273 Acres out of Reserve "B", now known as Parcel B-3 of Northwest
Dublin Commercial Park Phase II, as it is numbered and delineated upon the recorded plat thereof, of record in
Plat Book 84, Page 5 , Recorder's Office, Franklin County, Ohio.
PPN: 274-000132-00 (Lot 1)
PPN: 274-000133-00 (Lot 2)
PPN: 274-000134-00 (part of Reserve "A" - 3.728 acres)
PPN: 274-000135-00 (part of Reserve "B" - 1.962 acres)
PARCEL 2:
Situated in the City of Dublin, County of Franklin, and State of Ohio:
Being Lot Number 1 of Northwest Dublin Commercial Park Phase II as it is numbered and delineated upon the
recorded plat thereof, of record in Plat Book 84, Page 5, Recorder's Office, Franklin County, Ohio.
PPN: 274-000149-00
PARCEL 3:
Situated in the City of Dublin, County of Franklin, and State of Ohio:
Being Lot Number 2 of Northwest Dublin Commercial Park Phase II as it is numbered and delineated upon the
recorded plat thereof, of record in Plat Book 84, Page 5, Recorder's Office, Franklin County, Ohio.
EXCEPTING THEREFROM, THE FOLLOWING DESCRIBED PROPERTY:
Situated in the State of Ohio, County of Franklin, City of Dublin, Virginia Military Survey No. 6748 and being
5.307 acres of Lot 2, as shown and delineated upon the record plat of "Northwest Dublin Commercial Park
Phase II", a subdivision of recorded in Plat Book 84, Page 5, Recorder's Office, Franklin County, Ohio;
Beginning at an iron pin found at the northeasterly corner of said Lot 2, in the southerly right-of-way line of
Commercial Drive (60.00 feet in width);
Thence South 04 deg. 39' 06" East, along the easterly line of said Lot 2, a distance of 594.67 feet to an iron pin
set;
Thence through Lot 2 with a new division line the following courses:
1. South 85 deg. 21' 09" West, a distance of 285.64 feet to an iron pin set;
2. North 04 deg. 38' 51" West, a distance of 66.41 feet to an iron pin set;
3. South 85 deg. 18' 32" West, a distance of 192.56 feet to an iron pin set;
4. North 39 deg. 33' 14" West, a distance of 67.81 feet to an iron pin set in the easterly right-of-way line of Dublin
Park Drive (60.00 feet in width);
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SCHEDULE C
(Continued)
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202617-OH
Thence along the easterly right-of-way line of Dublin Park Drive the following courses;
1. With the arc of a non-tangent curve to the left having a radius of 280.00 feet, a central angle of 45 deg. 27'
40", the chord of which bears North 27 deg.42' 55" East, a chord distance of 216.38 feet to an iron pin found;
2. North 04 deg.59' 05" East, a distance of 125.45 feet to an iron pin found;
3. With the arc of a curve to the left, having a radius of 330.00 feet, a central angle of 14 deg. 49' 38" East, the
chord of which bears North 02 deg. 25' 45" West, a chord distance of 85.16 feet to an iron pin found;
4. With the arc of a curve to the right, having a radius of 25.00 feet, a central angle of 81 deg. 05' 14", a chord of
which bears North 30 deg. 42' 03" East, a chord distance of 32.50 feet to an iron pin found in the southerly
right-of-way line of Commercial Drive;
Thence North 71 deg. 14' 40" East, along said southerly right-of-way line, a distance of 149.29 feet to an iron pin
found;
Thence continuing along said southerly right-of-way line with the arc of a curve to the right, having a radius of
670.00 feet, a central angle of 18 deg. 22' 57", a chord of which bears North 80 deg. 26' 09" East, a chord
distance of 214.04 feet to the place of beginning and containing 5.307 acres of land.
Bearings hereon are based on a bearing of North 71 deg. 14' 40" East, for Commercial Drive as shown on the
record plat of "Northwest Dublin Commercial Park Phase II", as recorded in Plat Book 84, Page 5.
Iron pin set consists of a 1-inch (O.D.) iron pipe, 30-inches long with a plastic cap inscribed "M-E
COMPANIES/S-6872".
This description was prepared by M-E Companies, Inc., David L. Chiesa, P.A. Registered Surveyor No. 7740.
PPN: 274-000150-00
PARCEL 4:
Situated in the State of Ohio, County of Franklin, City of Dublin, Virginia Military Survey No. 6748 and being
5.307 acres of Lot 2, as shown and delineated upon the record plat of "Northwest Dublin Commercial Park
Phase II", a subdivision of recorded in Plat Book 84, Page 5, Recorder's Office, Franklin County, Ohio;
Beginning at an iron pin found at the northeasterly corner of said Lot 2, in the southerly right-of-way line of
Commercial Drive (60.00 feet in width);
Thence South 04 deg. 39' 06" East, along the easterly line of said Lot 2, a distance of 594.67 feet to an iron pin
set;
Thence through Lot 2 with a new division line the following courses:
1. South 85 deg. 21' 09" West, a distance of 285.64 feet to an iron pin set;
2. North 04 deg. 38' 51" West, a distance of 66.41 feet to an iron pin set;
3. South 85 deg. 18' 32" West, a distance of 192.56 feet to an iron pin set;
4. North 39 deg. 33' 14" West, a distance of 67.81 feet to an iron pin set in the easterly right-of-way line of Dublin
Park Drive (60.00 feet in width);
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SCHEDULE C
(Continued)
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202617-OH
Thence along the easterly right-of-way line of Dublin Park Drive the following courses;
1. With the arc of a non-tangent curve to the left having a radius of 280.00 feet, a central angle of 45 deg. 27'
40", the chord of which bears North 27 deg.42' 55" East, a chord distance of 216.38 feet to an iron pin found;
2. North 04 deg.59' 05" East, a distance of 125.45 feet to an iron pin found;
3. With the arc of a curve to the left, having a radius of 330.00 feet, a central angle of 14 deg. 49' 38" East, the
chord of which bears North 02 deg. 25' 45" West, a chord distance of 85.16 feet to an iron pin found;
4. With the arc of a curve to the right, having a radius of 25.00 feet, a central angle of 81 deg. 05' 14", a chord of
which bears North 30 deg. 42' 03" East, a chord distance of 32.50 feet to an iron pin found in the southerly
right-of-way line of Commercial Drive;
Thence North 71 deg. 14' 40" East, along said southerly right-of-way line, a distance of 149.29 feet to an iron pin
found;
Thence continuing along said southerly right-of-way line with the arc of a curve to the right, having a radius of
670.00 feet, a central angle of 18 deg. 22' 57", a chord of which bears North 80 deg. 26' 09" East, a chord
distance of 214.04 feet to the place of beginning and containing 5.307 acres of land.
Bearings hereon are based on a bearing of North 71 deg. 14' 40" East, for Commercial Drive as shown on the
record plat of "Northwest Dublin Commercial Park Phase II", as recorded in Plat Book 84, Page 5.
Iron pin set consists of a 1-inch (O.D.) iron pipe, 30-inches long with a plastic cap inscribed "M-E
COMPANIES/S-6872".
This description was prepared by M-E Companies, Inc., David L. Chiesa, P.A. Registered Surveyor No. 7740.
PPN: 274-000895-00
PARCEL 5:
Situated in the Township of Washington, County of Franklin, and State of Ohio:
And known as being Lots Numbered One (1), Two (2), Three (3), and Four (4), in Cosgray Park, as the same
are numbered and delineated upon the recorded plat thereof, of record in Plat Book 50, Page 36 , Recorder's
Office, Franklin County, Ohio.
PPN 272-000415-00 (Lot 1)
PPN 272-000416-00 (Lot 2)
PPN 272-000417-00 (Lot 3)
PPN 272-000418-00 (Lot 4)
PARCEL 6:
Situated in the City of Dublin, County of Franklin, and State of Ohio:
Beginning at a point in the center line of Rings Road South 7 deg. 23' East, 1502.5 feet from the Franklin and
Union County line;
Thence 81 deg. 45' West, 872 feet to an iron pipe in the Northwest corner of the Wilcox 20-acre tract;
Thence with the Wilcox West line South 6 deg. 50' East, 1001 feet to an iron pipe at the Southwest corner of
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SCHEDULE C
(Continued)
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202617-OH
said Wilcox tract;
Thence with the north line of the Shrie trat South 80 deg. 45' West, 1342.5 feet to an iron pipe;
Thence with the East line of the Davis Tract North 7 deg. West, 984.5 feet to an iron pipe at the Northeast
corner of said Davis tract;
Thence North 81 deg. 45' East, 1333 feet to an iron pipe located South 81 deg. 45' West, 29 feet from the
Northwest corner of the Wilcox tract;
Thence North 6 deg. 50' West, 100 feet to an iron pipe;
Thence North 81 deg. 45' East, 802 feet to the center line of Rings Road, passing an iron pipe at 872 feet;
Thence with the center line of said Rings Road South 7 deg. 23' East, 100 feet to the place of beginning
containing 32.93 acres, more or less. (0.26 acres being subject to Highway Easement).
EXCEPTING THEREFROM, 0.407 acres conveyed to Assurance Holding Company, LLC in Instrument No.
200311200372637 , and further described as follows:
Situated in the State of Ohio, County of Franklin, City of Dublin, Virginia Military Survey No. 6748, being 0.407
acre of land out of that 32.93 acre tract as described in a deed to Steele Land Company, of record in Official
Records Volume 18351, Page A19 , all references herein being to records located in the Recorder's Office,
Franklin County, Ohio, said 0.407 acre being more particularly described as follows:
Beginning at an iron pin found in the westerly line of said 32.93 acre tract at the southeasterly corner of Lot 2 as
shown and delineated upon the plat "Northwest Dublin Commercial Park Ph. I" of record in Plat Book 76, Page 3
and in the northerly right-of-way line of Commercial Drive (60.00 feet in width) at its easterly terminus;
Thence North 4 deg. 39' 06" West, along the common line between said Lot 2 and said 32.98 acre tract, a
distance of 420.85 feet to an iron pin found at the common corner to same and in the southerly line of a 52.01
acre tract of land as described in a deed to Adria Laboratories, Inc., of record in Official Records Volume 1133,
Page J01 ;
Thence North 85 deg. 09' 41" East, along said southerly line and the northerly line of said 32.93 acre tract, a
distance of 38.30 feet to an iron pin set;
Thence through said 32.93 acre tract with a new division line the following courses:
1. South 5 deg. 38' 13" East, a distance of 425.61 feet to an iron pin set;
2. With the arc of a non-tangent curve to the left with a radius of 730.00 feet, a central angle of 3 deg. 35' 56", a
chord which bears North 88 deg. 55' 22" West, a chord distance of 45.85 feet to the place of beginning and
containing 0.407 acre of land.
Bearings herein are based on North 4 deg. 39' 06" West, for the easterly line of Lot 2 as shown on the plat
"Northwest Dublin Commercial Park Ph. I" of record in Plat Book 76, Page 3.
Iron pins set consist of a 1-inch (O.D.) iron pipe, 30-inches long with plastic cap inscribed "M-E ENG/S-6872".
This description was prepared by M-E Civil Engineering, Inc., based on information obtained from Franklin
County Recorder's Office and a field survey performed in August of 1997 by David L. Chiesa, P.S. Registered
Surveyor No. 7740.
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SCHEDULE C
(Continued)
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202617-OH
PPN 273-005939-00
PARCEL 7:
Situated in the State of Ohio, County of Franklin, City of Dublin, Virginia Military Survey No. 6748, being 0.407
acre of land out of that 32.93 acre tract as described in a deed to Steele Land Company, of record in Official
Records Volume 18351, Page A19, all references herein being to records located in the Recorder's Office,
Franklin County, Ohio, said 0.407 acre being more particularly described as follows:
Beginning at an iron pin found in the westerly line of said 32.93 acre tract at the southeasterly corner of Lot 2 as
shown and delineated upon the plat "Northwest Dublin Commercial Park Ph. I" of record in Plat Book 76, Page 3
and in the northerly right-of-way line of Commercial Drive (60.00 feet in width) at its easterly terminus;
Thence North 4 deg. 39' 06" West, along the common line between said Lot 2 and said 32.98 acre tract, a
distance of 420.85 feet to an iron pin found at the common corner to same and in the southerly line of a 52.01
acre tract of land as described in a deed to Adria Laboratories, Inc., of record in Official Records Volume 1133,
Page J01;
Thence North 85 deg. 09' 41" East, along said southerly line and the northerly line of said 32.93 acre tract, a
distance of 38.30 feet to an iron pin set;
Thence through said 32.93 acre tract with a new division line the following courses:
1. South 5 deg. 38' 13" East, a distance of 425.61 feet to an iron pin set;
2. With the arc of a non-tangent curve to the left with a radius of 730.00 feet, a central angle of 3 deg. 35' 56", a
chord which bears North 88 deg. 55' 22" West, a chord distance of 45.85 feet to the place of beginning and
containing 0.407 acre of land.
Bearings herein are based on North 4 deg. 39' 06" West, for the easterly line of Lot 2 as shown on the plat
"Northwest Dublin Commercial Park Ph. I" of record in Plat Book 76, Page 3.
Iron pins set consist of a 1-inch (O.D.) iron pipe, 30-inches long with plastic cap inscribed "M-E ENG/S-6872".
This description was prepared by M-E Civil Engineering, Inc., based on information obtained from Franklin
County Recorder's Office and a field survey performed in August of 1997 by David L. Chiesa, P.S. Registered
Surveyor No. 7740.
PPN: 273-011256-00
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202621-OH
Commitment for Title Insurance
ALTA COMMITMENT FOR TITLE INSURANCE
Issued by
First American Title Insurance Company
SCHEDULE C
The Land is described as follows:
Situated in the State of Ohio, County of Franklin, City of Dublin, VMS. No. 6748 and being 2.000 acres of land,
more or less, all out of RESERVE "A" as same is designated and delineated on the recorded plat of
"NORTHWEST DUBLIN COMMERCIAL PARK PHASE I" of record in Plat Book 76, Page 3 (all references in this
description are to the records in the Recorder's Office, Franklin County, Ohio) said 2.000 acres being more
particularly described as follows:
Beginning at a 5/8-inch rebar found at the northeast corner of said Reserve "A", also being the northwest corner
of Lot 1 of said plat;
Thence South 03 deg. 45' 53" East, 250.31 feet, along the common line between said Reserve "A" and Lot 1, to
a 5/8-inch rebar set on the northerly right-of-way line of Dublin Park Drive (60.00-foot-wide right-of-way in Plat
Book 76 Page 3 );
Thence southwesterly along said right-of-way line, being the arc of a curve to the left, having a radius of 330.00
feet, a central angle of 01 deg. 51' 40", the chord of which bears South 85 deg. 18' 17" West, 10.72 feet, to a
5/8-inch rebar set at the point of tangency;
Thence South 84 deg. 22' 27" West, 333.69 feet, along said right-of-way line, to a 5/8-inch rebar set;
Thence North 05 deg. 37' 33" West, 250.00 feet, crossing said Reserve "A" with a new division line, to a 5/8-inch
rebar set on the northerly line of said Reserve "A";
Thence North 84 deg. 22' 27" East, 352.54 feet, along said northerly line and the southerly line of that 3-acre
tract conveyed to John T. and Ruth Byers in Deed Book 1963, Page 587 , to the Point of Beginning, containing
2.000 acres of land, more or less, subject to any easements, restrictions, or rights-of-way of record.
NOTE: Bearings are referenced to that of Northwest Dublin Commercial Park Phase I in Plat Book 76, Page 3.
For the purpose of this description a bearing of North 84 deg. 22' 27" East, was used on the north line of
Reserve "A" as shown on said plat. The 5/8-inch rebars are 30-inches long with plastic caps stamped "Site
Engineering, Inc."
The above description was prepared from an actual field survey of the premises during February, 1993 by Site
Engineering, Inc., Mark A. Hazel, Professional Surveyor No. 7039.
PPN: 274-000139-00
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202622-OH
Commitment for Title Insurance
ALTA COMMITMENT FOR TITLE INSURANCE
Issued by
First American Title Insurance Company
SCHEDULE C
The Land is described as follows:
Situated in Washington Township. Franklin County, Ohio and in Darby Township, Madison County, Ohio, and
bounded and described as follows: Beginning at a point in the centerline of the Post Road (State Route 161) a
northwesterly corner to Bertha Leah and Walter M. Latham, thence with two consecutive lines of said Latham S.
33 deg. 23" E. 2033.7 feet to a stake and N. 56 deg. 32' E. 470.58 feet to a post in the westerly right-of-way line
of a railroad, formerly the T. & O.C.R.R.; thence with said right-of-way line S. 41 deg. 06' E. 2200.5 feet to the
centerline of the Wilcox Road; thence with two consecutive lines of said road S. 6 deg. 24' E. 55.2 feet and S. 11
deg. 14' E. 788.7 feet; thence S. 82 deg. W. 1471.14 feet to a post; thence N. 32 deg. 26" W. 2380.08 feet to a
post; thence S. 56 deg. 41' W. 89.75 feet to a post; thence N. 32 deg. 41' W. 1853.6 feet to a point in the
centerline of the Post Road; thence with said centerline N. 48 deg. 25' E. 922.8 feet to the beginning.
CONTAINING 132.985 acres of land, more or less, of which 41.50 acres are in V.M.S. 7074. in Darby Township,
Madison County; 10.75 acres are in V.M.S. 14150-14400. Darby Township, Madison County; 63.529 acres are
in V.M.S. 14150-14400 Washington Township. Franklin County, and 17.206 acres are in V.M.S. 6954
Washington Township. Franklin County, Ohio. The foregoing descriptions are from a new survey by Helgeh
Eckedahl, Engineer, dated December 13, 1955.
ALSO: Real estate situated in the Townships of Darby and Washington, Counties of Madison and Franklin, and
State of Ohio: Being part of Survey No. 7074, and bounded and described as follows: Commencing at a point in
the center of the Post Road (State Highway No. 161), being the northwesterly corner of a 15.66 acre tract, said
point bears South 48 deg. 32' West 228.21 feet from the center of the tract of the New York Central Railroad;
thence with the westerly line of said 15.66 acre tract South 32 deg. 28' East (passing over an iron pin at 40.5
feet) 770.7 feet to an iron pin (the true point of beginning); thence North 65 deg. 33' East 309.7 feet to an iron
pin in the westerly right-of-way of the New York Central Railroad; thence with said railroad right-of-way line,
being 33 feet perpendicular measurement from the centerline of the track. South 39 deg. 53' East 1230.75 feet
to an iron pin; thence South 57 deg. 47' West 469 feet to an iron pin; thence North 34 deg. 28" West 51.5 feet to
an iron pin; thence North 32 deg. 28' West 1209.3 feet to the point of beginning. CONTAINING 11.04 acres,
more or less. Of the above tract 3.24 acres, more or less, are in Franklin County and 7.78 acres, more or less,
are in Madison County.
EXCEPTING THEREFROM THE FOLLOWING: Real estate situated in the County of Madison, in the State of
Ohio, and in the Township of Darby, being part of Survey No. 7074, and bounded and described as follows:
Beginning at a point in the center of the Post Road (State Highway No. 161), being the northwesterly corner of a
15.66 acre tract, said beginning point bears South 48 deg. 32' West 228.21 feet from the centerline of the tract
of the New York Central Railroad; thence with the westerly line of said 15.66 acre tract South 32 deg. 28" East
(passing over an iron pin at 40.5 feet) 770.7 feet to an iron pin; Thence South 65 deg. 33' West 272.4 feet to an
iron pin; thence North 34 deg. 28' West (passing over an iron pin at 646 feet) 686.3 feet to a point in the center
of said Post Road; thence with the centerline of said road North 48 deg. 32' East 300 feet to the point of
beginning. CONTAINING 4.73 acres, more or less, but subject to the legal road right-of-way.
ALSO EXCEPTING THE FOLLOWING: Real estate situated in the County of Madison, in the State of Ohio, and
in the Township of Darby, being part of Survey No. 7074. and bounded and described follows: Beginning at a
point in the center of the Post Road (State Highway No. 161), said point bears South 48 deg. 32' West 495.2
feet from the point of intersection of the centerline of said road with the westerly right-of-way line of the New York
Central Railroad, said point being also the northwesterly corner of the 4.73 acre tract conveyed to Carter Jones
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SCHEDULE C
(Continued)
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202622-OH
Lumber Company as recorded in Madison County Deed Record Volume 161, Page 145 ; thence South 34 deg.
28' East (passing over an iron pin at 40.3 feet) 686.35 feet to the southwesterly corner of said 4.73 acre tract;
thence with the southerly line of said 4.73 acre tract and with said line extended North 65 deg. 33" East 582.1
feet to an iron pin in the westerly line of the New York Central Railroad; thence South 64 deg. 41' West 711 feet
to an iron pin; thence North 34 deg. 28' West (passing over an iron pin at 618.33 feet) 658.63 feet to a point in
the original centerline of said Post Road; thence with the original centerline of said road North 48 deg. 32' East
129.67 feet to the point of beginning. CONTAINING 2.06 acres, more or less, but subject to the legal road
right-of-way. Being 2.04 acres out of the same premises conveyed to Emery Yutzy as described in Madison
County Deed Record Volume 152, Page 238 , and also 0.02 out of the 11.04-acre tract conveyed to Emery Yutzy
as described in Madison County Deed Record Volume 161, Page 161 .
CONTAINING IN ALL AFTER SAID EXCEPTIONS 137.235 acres, more or less, and being 84 acres, more or
less in Franklin County, and 53.2 acres, more or less, in Madison County.
PPN: 271-000001-00 (84.167 acres in Franklin County)
PPN: 02-00300.000 (53.26 acres in Madison County)
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202621-OH
Commitment for Title Insurance
ALTA COMMITMENT FOR TITLE INSURANCE
Issued by
First American Title Insurance Company
SCHEDULE C
The Land is described as follows:
Situated in the State of Ohio, County of Franklin, City of Dublin, VMS. No. 6748 and being 2.000 acres of land,
more or less, all out of RESERVE "A" as same is designated and delineated on the recorded plat of
"NORTHWEST DUBLIN COMMERCIAL PARK PHASE I" of record in Plat Book 76, Page 3 (all references in this
description are to the records in the Recorder's Office, Franklin County, Ohio) said 2.000 acres being more
particularly described as follows:
Beginning at a 5/8-inch rebar found at the northeast corner of said Reserve "A", also being the northwest corner
of Lot 1 of said plat;
Thence South 03 deg. 45' 53" East, 250.31 feet, along the common line between said Reserve "A" and Lot 1, to
a 5/8-inch rebar set on the northerly right-of-way line of Dublin Park Drive (60.00-foot-wide right-of-way in Plat
Book 76 Page 3 );
Thence southwesterly along said right-of-way line, being the arc of a curve to the left, having a radius of 330.00
feet, a central angle of 01 deg. 51' 40", the chord of which bears South 85 deg. 18' 17" West, 10.72 feet, to a
5/8-inch rebar set at the point of tangency;
Thence South 84 deg. 22' 27" West, 333.69 feet, along said right-of-way line, to a 5/8-inch rebar set;
Thence North 05 deg. 37' 33" West, 250.00 feet, crossing said Reserve "A" with a new division line, to a 5/8-inch
rebar set on the northerly line of said Reserve "A";
Thence North 84 deg. 22' 27" East, 352.54 feet, along said northerly line and the southerly line of that 3-acre
tract conveyed to John T. and Ruth Byers in Deed Book 1963, Page 587 , to the Point of Beginning, containing
2.000 acres of land, more or less, subject to any easements, restrictions, or rights-of-way of record.
NOTE: Bearings are referenced to that of Northwest Dublin Commercial Park Phase I in Plat Book 76, Page 3.
For the purpose of this description a bearing of North 84 deg. 22' 27" East, was used on the north line of
Reserve "A" as shown on said plat. The 5/8-inch rebars are 30-inches long with plastic caps stamped "Site
Engineering, Inc."
The above description was prepared from an actual field survey of the premises during February, 1993 by Site
Engineering, Inc., Mark A. Hazel, Professional Surveyor No. 7039.
PPN: 274-000139-00
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202622-OH
Commitment for Title Insurance
ALTA COMMITMENT FOR TITLE INSURANCE
Issued by
First American Title Insurance Company
SCHEDULE C
The Land is described as follows:
Situated in Washington Township. Franklin County, Ohio and in Darby Township, Madison County, Ohio, and
bounded and described as follows: Beginning at a point in the centerline of the Post Road (State Route 161) a
northwesterly corner to Bertha Leah and Walter M. Latham, thence with two consecutive lines of said Latham S.
33 deg. 23" E. 2033.7 feet to a stake and N. 56 deg. 32' E. 470.58 feet to a post in the westerly right-of-way line
of a railroad, formerly the T. & O.C.R.R.; thence with said right-of-way line S. 41 deg. 06' E. 2200.5 feet to the
centerline of the Wilcox Road; thence with two consecutive lines of said road S. 6 deg. 24' E. 55.2 feet and S. 11
deg. 14' E. 788.7 feet; thence S. 82 deg. W. 1471.14 feet to a post; thence N. 32 deg. 26" W. 2380.08 feet to a
post; thence S. 56 deg. 41' W. 89.75 feet to a post; thence N. 32 deg. 41' W. 1853.6 feet to a point in the
centerline of the Post Road; thence with said centerline N. 48 deg. 25' E. 922.8 feet to the beginning.
CONTAINING 132.985 acres of land, more or less, of which 41.50 acres are in V.M.S. 7074. in Darby Township,
Madison County; 10.75 acres are in V.M.S. 14150-14400. Darby Township, Madison County; 63.529 acres are
in V.M.S. 14150-14400 Washington Township. Franklin County, and 17.206 acres are in V.M.S. 6954
Washington Township. Franklin County, Ohio. The foregoing descriptions are from a new survey by Helgeh
Eckedahl, Engineer, dated December 13, 1955.
ALSO: Real estate situated in the Townships of Darby and Washington, Counties of Madison and Franklin, and
State of Ohio: Being part of Survey No. 7074, and bounded and described as follows: Commencing at a point in
the center of the Post Road (State Highway No. 161), being the northwesterly corner of a 15.66 acre tract, said
point bears South 48 deg. 32' West 228.21 feet from the center of the tract of the New York Central Railroad;
thence with the westerly line of said 15.66 acre tract South 32 deg. 28' East (passing over an iron pin at 40.5
feet) 770.7 feet to an iron pin (the true point of beginning); thence North 65 deg. 33' East 309.7 feet to an iron
pin in the westerly right-of-way of the New York Central Railroad; thence with said railroad right-of-way line,
being 33 feet perpendicular measurement from the centerline of the track. South 39 deg. 53' East 1230.75 feet
to an iron pin; thence South 57 deg. 47' West 469 feet to an iron pin; thence North 34 deg. 28" West 51.5 feet to
an iron pin; thence North 32 deg. 28' West 1209.3 feet to the point of beginning. CONTAINING 11.04 acres,
more or less. Of the above tract 3.24 acres, more or less, are in Franklin County and 7.78 acres, more or less,
are in Madison County.
EXCEPTING THEREFROM THE FOLLOWING: Real estate situated in the County of Madison, in the State of
Ohio, and in the Township of Darby, being part of Survey No. 7074, and bounded and described as follows:
Beginning at a point in the center of the Post Road (State Highway No. 161), being the northwesterly corner of a
15.66 acre tract, said beginning point bears South 48 deg. 32' West 228.21 feet from the centerline of the tract
of the New York Central Railroad; thence with the westerly line of said 15.66 acre tract South 32 deg. 28" East
(passing over an iron pin at 40.5 feet) 770.7 feet to an iron pin; Thence South 65 deg. 33' West 272.4 feet to an
iron pin; thence North 34 deg. 28' West (passing over an iron pin at 646 feet) 686.3 feet to a point in the center
of said Post Road; thence with the centerline of said road North 48 deg. 32' East 300 feet to the point of
beginning. CONTAINING 4.73 acres, more or less, but subject to the legal road right-of-way.
ALSO EXCEPTING THE FOLLOWING: Real estate situated in the County of Madison, in the State of Ohio, and
in the Township of Darby, being part of Survey No. 7074. and bounded and described follows: Beginning at a
point in the center of the Post Road (State Highway No. 161), said point bears South 48 deg. 32' West 495.2
feet from the point of intersection of the centerline of said road with the westerly right-of-way line of the New York
Central Railroad, said point being also the northwesterly corner of the 4.73 acre tract conveyed to Carter Jones
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SCHEDULE C
(Continued)
ALTA Commitment for Title Insurance (07-01-2021)
Schedule C
NTS-202622-OH
Lumber Company as recorded in Madison County Deed Record Volume 161, Page 145 ; thence South 34 deg.
28' East (passing over an iron pin at 40.3 feet) 686.35 feet to the southwesterly corner of said 4.73 acre tract;
thence with the southerly line of said 4.73 acre tract and with said line extended North 65 deg. 33" East 582.1
feet to an iron pin in the westerly line of the New York Central Railroad; thence South 64 deg. 41' West 711 feet
to an iron pin; thence North 34 deg. 28' West (passing over an iron pin at 618.33 feet) 658.63 feet to a point in
the original centerline of said Post Road; thence with the original centerline of said road North 48 deg. 32' East
129.67 feet to the point of beginning. CONTAINING 2.06 acres, more or less, but subject to the legal road
right-of-way. Being 2.04 acres out of the same premises conveyed to Emery Yutzy as described in Madison
County Deed Record Volume 152, Page 238 , and also 0.02 out of the 11.04-acre tract conveyed to Emery Yutzy
as described in Madison County Deed Record Volume 161, Page 161 .
CONTAINING IN ALL AFTER SAID EXCEPTIONS 137.235 acres, more or less, and being 84 acres, more or
less in Franklin County, and 53.2 acres, more or less, in Madison County.
PPN: 271-000001-00 (84.167 acres in Franklin County)
PPN: 02-00300.000 (53.26 acres in Madison County)
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
EXHIBIT B
Shepherd Excavating Lease
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
SHEPHERD EXCAVATING, INC. LEASE
THE CITY OF DUBLIN, OHIO, an Ohio municipal corporation ("Landlord") and
SHEPHERD EXCAVATING, INC., an Ohio corporation ("Tenant") agree as follows as of
_________ __, 2024:
1. Premises; Term. Landlord, in consideration of the rents, covenants, terms and conditions
hereinafter stipulated to be paid and performed by Tenant, hereby leases to Tenant and the
Tenant hereby leases from Landlord the real estate known as Franklin County Parcel
Numbers 272-000415, 272-000416, 272-000417, 272-000418 and more fully described in
attached Exhibit A, with all improvements and appurtenances thereon, including a building
containing approximately 8,128 square feet (the "Building"), subject to existing easements,
covenants, conditions and restrictions of record (the "Premises"), for an initial term of four
(4) years from the date of execution of this Lease, unless otherwise terminated as set forth
herein (the "Term").
Tenant is presently occupying and has inspected the Building and the Premises prior to the
execution of this Lease, acknowledges that it is relying on its own investigation of the
Building and the Premises and not any statement, representation, or warranty by Landlord
or any of Landlord’s representatives as to the condition of the Building and/or the Premises,
and accepts the Building and the Premises in its “as is, where is” condition. Neither
Landlord nor its employees, officers, managers, members, representatives, agents,
attorneys, accountants, consultants, successors or assigns, makes any representations,
warranties or guaranties, express or implied, oral or written, past, present or future, with
respect to the physical condition or any other aspect of the Building and/or the Premises.
2. Base Rent. Tenant shall pay to Landlord during the Initial Term of this Lease base rent
("Base Rent") at the rate of $10.00 per year in advance on the first day of this Lease and
on each anniversary of such date during the Term without prior demand, and without
abatement, deduction or set off. Base Rent is payable at Landlord’s address for notices as
set forth below in this Lease.
3. Additional Rent; Net Lease.
3.1 In addition to the Base Rent, Tenant also covenants to pay and discharge during the
Term, when the same will become due, any and all other amounts, liabilities and
obligations which Tenant assumes or agrees to pay or discharge pursuant to this
Lease, together with every fine, penalty, interest and cost which may be added for
non-payment or late payment thereof (collectively, "Additional Rent"), and in the
event of any failure on the part of Tenant to pay or discharge any of the same,
Landlord will have all rights, powers and remedies provided herein or by law or
equity or otherwise in the case of non-payment of the Base Rent. Base Rent and
Additional Rent are collectively referred to in this Lease as "Rent".
3.2 This is a "net lease". Landlord and Tenant intend that the Base Rent to be received
by Landlord hereunder shall, except as otherwise expressly provided herein, be free
of any expense in connection with the use, ownership, care, maintenance, operation
or repair of the Premises or of the building, improvements and appurtenances
located thereon.
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
- 2 -
3.3 If Tenant defaults in making any payment required to be made by Tenant when due,
or shall default in performing any covenant, term or condition of this Lease which
involves the expenditure of money by Tenant, then Landlord may at its option, but
shall not be obligated to, make such payment or expend such sums on behalf of
Tenant as may be necessary to perform and fulfill such covenant, term or condition,
and any and all sums so expended by Landlord, with interest thereon at a rate equal
to eighteen percent (18%) per annum (the "Default Rate") from the date of such
expenditure, shall be repaid by Tenant to Landlord promptly, but no such payment
or expenditure by Landlord shall be deemed a waiver of such default by Landlord.
All such amounts expended by Landlord will constitute Additional Rent.
4. Taxes and Assessments. Tenant shall promptly pay all taxes and assessments which may
be levied, assessed, or otherwise imposed by any federal, state, county or local government
authority upon any personal property attached to the Premises or used in connection with
the business conducted thereon, or upon the owner, user or operator thereof, and which
relate to the period covered by the Term of this Lease. Landlord shall pay all real estate
taxes and assessments prior to the due date and Tenant will reimburse the amount of such
bills to Landlord within 30 days after Tenant receives notice of the payment of such taxes
and assessments from Landlord. Landlord shall prorate any such payments applicable to
periods before the Effective Date of the Term of the Lease in recognition that Landlord
will have received such reimbursement at the closing of purchase of the Premises. Upon
termination or expiration of this Lease, Tenant shall pay to Landlord the prorated amount
of real estate taxes and assessments due for the period from the last payment of taxes and
assessments made through the date of such termination or expiration within thirty (30) days
of receipt from Landlord of an invoice for the same.
5. Utilities. Tenant shall arrange to have all utilities serving the Premises put into Tenant's
name and shall promptly pay all charges accruing during the Term of this Lease for
telephone, water, electricity, gas, sanitary sewer, stormwater maintenance and all other
utilities and services. Landlord shall have no responsibility whatsoever for the interruption
of such utilities to the Premises.
6. Maintenance.
6.1 Tenant shall, at its expense and in its sole discretion, perform any and all regular
maintenance desired by Tenant on the Premises and all buildings and improvements
and appurtenances thereto, both interior and exterior, including but not limited to,
all electrical, mechanical, plumbing, heating, ventilating and air conditioning
systems, equipment and fixtures, the driveways, parking areas and loading docks.
Tenant may make any and all repairs, replacements, substitutions and
improvements, structural or otherwise as deemed necessary and desired by Tenant,
at its sole cost and expense. Tenant may make capital improvements desired by
Tenant in its sole discretion and its expense; provided, however, Tenant shall not
be obligated to make any capital improvements, repairs or replacements. To the
extent Landlord determines that capital improvements, repairs or replacements are
necessary to keep the Premises in good condition, Landlord shall be responsible for
the cost and implementation of the same.
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6.2 Tenant shall keep the Premises clean and free of rubbish and trash at all times and
shall store all trash and garbage in leak-proof containers and arrange for the regular
pickup of such trash and garbage at Tenant’s expense. Tenant shall not burn or
bury any trash or garbage of any kind on or about the Premises. Tenant shall keep
the Premises in a neat and presentable condition at all times, shall keep the grass
regularly mowed and hedges and trees trimmed, and will use reasonable good faith
efforts to keep the sidewalks, walkways, stairways and driveways clean and free of
ice and snow at all times.
7. Alterations. Tenant shall not commence any construction, improvement, alteration,
addition, or installation on the Premises unless and until Landlord has approved in writing
the detailed plans and specifications for the same, the materials to be incorporated into such
work and the contractors and subcontractors to be used. Landlord’s approval of such
detailed plans and specifications shall not be unreasonably withheld, conditioned, or
delayed. The costs of any such changes, alterations, improvements, additions, construction
and installation shall be at the sole expense of Tenant and shall be done in a good and
workmanlike manner. Tenant shall have the right to remove any or all machinery, trade
fixtures, furnishings, equipment and exterior signs installed by Tenant at any time and from
time to time during the Term of this Lease, whether or not the same shall be deemed to be
affixed to the realty; provided, however, that Tenant, if it does remove such items, will, at
its expense, restore the Premises to the same condition, ordinary wear and tear excepted,
in which they were prior to the installation, attachment or placement of such machinery,
trade fixtures, furnishings, equipment and exterior signs.
8. Insurance.
8.1 Tenant shall obtain and keep in full force at the sole cost and expense of Tenant
policies of insurance to:
8.1.1 keep the Premises insured against loss or damage by fire and all risks of
direct physical loss except the normal exclusions contained in an "all risks"
policy for not less than one hundred percent (100%) of the replacement cost
thereof (including foundation and excavation), evidenced by "replacement
cost" and "agreed amount" endorsements in the policy;
8.1.2 maintain commercial general liability insurance covering the legal liability
of Tenant against claims for bodily injury, death and/or property damage
arising out of the use, maintenance and/or operation of the Premises and all
areas appurtenant thereto and/or the conduct of Tenant's business, and also
Tenant's contractual liability in such amounts as Landlord may reasonably
require, but in no event less than $2,000,000 for personal injury or death to
one person, $2,000,000 for personal injury or death in one accident and
$1,000,000 for property damage;
8.1.3 satisfy all applicable requirements under Ohio worker's compensation law;
and
8.1.4 maintain builder's risk insurance coverage in the event that any construction
activity is undertaken on the Premises.
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8.2 All such insurance shall be written by a company or companies reasonably
acceptable to Landlord; shall name Landlord as a named insured; in the case of
liability coverage will provide that it is primary insurance as regards any other
insurance carried by Landlord; shall be satisfactory to Landlord as to form,
substance and amount; shall provide for thirty (30) days' prior written notice of
cancellation or non-renewal to Landlord; shall contain endorsements that no act or
negligence of the insured or any occupant, and no occupancy or use of the Premises
for purposes more hazardous than permitted by the terms of the policy, nor any
breach of any warranty, declaration or condition by the insured, will affect the
validity or enforceability of such insurance as against Landlord; shall contain the
agreement of the insurer waiving all rights of set-off, counterclaim or deductions
against Landlord, shall be in full force and effect on the date of this Lease with
proof of premiums paid for the current policy year. Upon Landlord’s request,
Tenant shall furnish Landlord with an original policy of all required policies of
insurance.
8.3 If Tenant has a blanket "all risk" insurance policy covering the Premises as well as
its own personal property and trade fixtures, in the event of a casualty loss Tenant
shall have the right to adjust all losses to its personal property and trade fixtures
and to be paid any insurance proceeds relating to loss or damage to such personal
property and trade fixtures provided, however, that Landlord shall have the sole
right to adjust all losses to the Building and related improvements and fixtures and
any amount paid to Tenant for loss to its personal property and trade fixtures shall
not reduce the amount that would otherwise be paid to Landlord for the loss to the
Building and related improvements and fixtures.
8.4 Tenant further covenants (a) not to terminate or materially change any policy of
insurance without giving Landlord thirty (30) days prior written notice of such
termination or change, and (b) at least thirty (30) days prior to the expiration date
of a policy, to deliver to Landlord a binder and/or renewal policy in form
satisfactory to Landlord, and to promptly furnish Landlord all receipts of paid
premiums.
8.5 In case Tenant will at any time fail, neglect or refuse to insure the Premises and
buildings and improvements thereon and to keep the same insured as hereinabove
provided, then Landlord may at its election, procure or renew such insurance, and
any amounts paid therefor by Landlord together with interest thereon at the Default
Rate will be included together with any other Base Rent, if any, due on the first day
of the next calendar month after any such payment.
8.6 Landlord and Tenant hereby expressly waive, and release each other and their
respective agents and employees from, any and all claims they may have against
each other or anyone claiming through or under them by way of subrogation for
any property loss caused by or resulting from risks insured against (or which would
have been insured against had that party carried all insurance required under this
Lease), provided that the insurance company issuing such policy shall have waived
its right of subrogation with respect to all such claims prior to such loss. Tenant
shall use reasonable efforts to have a clause to such effect included in its policies
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of insurance required by this Section and shall promptly notify the Landlord in
writing if such clause cannot be included in any such policy.
9. Damage to Premises.
9.1 If the Premises or any part thereof are damaged or destroyed by fire or other
casualty, but are not made "substantially untenantable", then Tenant shall either: (i)
promptly commence and diligently proceed to repair and restore the Premises to a
condition at least equal to that which existed prior to the date of such fire or other
casualty or; (ii) terminate the Lease and assign, or otherwise deliver if direct
assignment of insurance proceeds is not permitted, any available insurance
proceeds for the damaged Premises to Landlord. Tenant shall not proceed to make
such repairs without Landlord's prior approval and shall only engage contractors
approved by Landlord, which approvals shall not be unreasonably withheld,
conditioned, or delayed. For the purpose of this Section, the term "substantially
untenantable" shall describe a situation in which fifty (50%) or more of the
Premises is rendered untenantable or a situation in which the Building is so
damaged or destroyed that the Premises cannot be used by Tenant in substantially
the same manner as before the fire or casualty. If Tenant proceeds to repair and
restore the Premises, Tenant’s obligation to pay Rent shall be abate until such a
time as the Premises are made tenable.
9.2 If the Premises are made substantially untenantable by fire or other casualty, then
within ten (10) days of such fire or other casualty, Tenant may terminate the Lease
by providing written notice to Landlord of such termination and assign, or
otherwise deliver if direct assignment of insurance proceeds is not permitted, any
available insurance proceeds to Landlord. If Tenant does not terminate the Lease
within the ten (10) day period, Landlord shall, no later than sixty (60) days
following the casualty, notify Tenant in writing stating Landlord's good faith
estimate of the time required to substantially complete the repair, rebuilding and
restoration of the Premises (said notice is hereinafter referred to as the "Estimate
Notice"). If the time set forth in the Estimate Notice exceeds ninety (90) days from
the date the Estimate Notice is given, Landlord or Tenant may elect, by written
notice to the other, to terminate this Lease. If either party fails to exercise such
right to terminate this Lease, or if the Estimate Notice indicates that the repair,
rebuilding and restoration can be substantially completed within ninety (90) days,
this Lease shall remain in full force and effect, Tenant shall proceed with due
diligence to repair, rebuild and restore the Premises to a condition at least equal to
that which existed prior to the date of such fire or other casualty. Tenant shall not
proceed with any such repair, rebuilding or restoration without Landlord's prior
written approval and shall only engage contractors approved by Landlord, which
approvals shall not be unreasonably withheld, conditioned, or delayed.
9.3 Proceeds available under the insurance policies to be maintained by Tenant as a
result of any damage or destruction to the Premises shall be made available to
Tenant to the extent necessary to repair and restore the Premises.
9.4 Notwithstanding anything contrary in this Section 9, Tenant’s obligation to repair
or rebuild the Premises shall be limited to the extent of available insurance proceeds
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provided Tenant has maintained the insurance required under this Lease. No
provision of this Lease shall prevent Tenant from receiving insurance proceeds
arising from the loss of Tenant’s personal property or business, and Landlord shall
have no claim to such proceeds.
10. Condemnation.
10.1 In the event of a taking of the whole of the Premises as the result of the exercise of
any power of eminent domain or condemnation or any voluntary transfer by
agreement entered into in order to avoid the requirements of court procedure under
threat of such a taking, this Lease shall terminate automatically as of the date of the
notice of taking from the applicable governmental authority. Prior to Tenant's
surrender of possession, Tenant shall continue to pay Base Rent and other charges
due under this Lease to the person, corporation or government unit having title to
the property at the time when such payments are due, or to Landlord, according to
the terms of the taking.
10.2 In the event of a taking of less than the whole of the Premises as a result of the
exercise of any power of eminent domain or condemnation, or any voluntary
transfer by agreement entered into in order to avoid the requirements of court
procedure under threat of such taking, the Base Rent under this Lease shall be
reduced in proportion to the value of the property taken for the period subsequent
to the effective date of such taking or transfer, or if as a result of the taking the part
of the Premises remaining is insufficient in Tenant's reasonable judgment to enable
Tenant to reasonably conduct its business thereon, Tenant shall have the option to
terminate this Lease as of the effective date of such taking or transfer by written
notice to Landlord.
10.3 In the event of any occurrence falling within the scope of this Section, the entire
amount of any award or awards, including, but not limited to, any award for
consequential damages, shall belong solely to Landlord, and Tenant hereby assigns
to Landlord all of Tenant's right to any portion thereof, except any award made
solely to compensate Tenant for Tenant's costs of moving to a different location
and loss of business directly attributable to such occurrence, and not based on the
value of the unexpired term of this Lease or the diminution of the value of the
Premises or the buildings and improvements remaining; provided, however, that
Landlord shall remit to Tenant the portion of any award properly attributable to the
unamortized cost (depreciated on a straight line basis computed monthly using the
useful lives shown on Tenant's books of account at the time of taking of the
property) of any trade fixtures and leasehold improvements constructed or placed
on the Premises by Tenant in compliance with the requirements of this Lease.
11. Use of Premises; Compliance with Laws.
11.1 Tenant shall continually use the entire Premises as Tenant is presently using the
Premises and for no other use or purpose without the prior written consent of
Landlord. Subject to the obligations of Landlord and Tenant set forth in Section 6
above, Tenant shall not commit or suffer any waste on the Premises nor use the
Premises for any unlawful purpose. Tenant shall at its sole expense comply with
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all laws, regulations, ordinances, policies and orders of any federal, state or local
governmental body relating to the Premises, or the ownership, use, occupation or
operation of the Premises, including but not limited to (i) those relating to the
correction, prevention and abatement of nuisances in, upon or about the Premises
and (ii) "Environmental Laws" (as defined below).
11.2 Without limiting the generality of the preceding paragraph, Tenant will not use,
store, transport to or from or dispose of any “Hazardous Materials” (as defined
below) on the Premises, except that Tenant may store and use on the Premises
quantities of Hazardous Materials to the extent such storage and use is necessary
for and incident to Tenant's permitted business and is in compliance with
Environmental Laws (and Tenant obtains and maintains any necessary permits or
licenses). Tenant and its officers, employees, agents, invitees and licensees will
not cause or allow any spill, disposal or other “release” (as defined in
Environmental Laws) of any Hazardous Materials on or under the Premises.
11.3 Tenant shall promptly furnish copies to Landlord of any of the following: (a)
“notices of violation” received from any federal, state or local agency or authority
regarding the environmental condition of the Premises, (b) administrative
enforcement orders received from any such agency or authority regarding the
environmental condition of the Premises, (c) any reports made by Tenant to any
such agency or authority regarding any “release” or the presence of any Hazardous
Materials on the Premises, (d) any permit allowing the storage, use, disposal,
discharge or transportation of any Hazardous Materials in, on, or from the Premises
and (e) any other correspondence from any such agency or authority indicating that
there may have or has occurred a violation of any Environmental Law on the
Premises.
12. Indemnification. Tenant shall indemnify, defend, protect and hold Landlord and its
members and managers harmless from and against any and all liabilities, claims, demands,
damages, costs (including reasonable attorneys' fees), expenses, fees, fines, penalties, suits,
proceedings, actions and causes of action of any nature whatsoever first arising during the
Term of the Lease or in any way connected with the use, occupancy, management or
control of the Premises or any part thereof by Tenant, its officers, employees, invitees,
agents, contractors or any other party using, occupying or entering the Premises by or
through Tenant during the Term of the Lease, or resulting from any breach, violation or
non-performance of any covenant, condition or agreement herein contained on the part of
Tenant to be kept or performed, or resulting from any negligent or intentional act or
omission of Tenant, its officers, employees or agents during the Term of this Lease.
13. Environmental Matters. Tenant shall fully and promptly pay, perform, discharge,
defend, indemnify and hold harmless Landlord, its subsidiaries, affiliates, shareholders,
directors, officers, employees, agents, successors and assigns from and against any and all
claims, orders, demands, causes of action, proceedings, judgments, suits, liabilities,
penalties, forfeitures, damages, losses, costs and expenses (including, without limitation,
technical consultant fees, court costs, expenses paid to third parties and reasonable
attorneys fees), first arising during the Term of the Lease, from (i) the spill, disposal or
other “release” (as defined in Environmental Laws) of any Hazardous Materials on, under
or from the Premises by Tenant, any employee, agent, contractor or invitee of Tenant or
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any other party under Tenant’s control, (ii) the violation of any Environmental Laws by
Tenant, its officers, employees, representatives, agents, invitees, employees, agents,
successors and assigns or any party under Tenant's control or (iii) Tenant's breach of any
term of this Lease. Notwithstanding the foregoing, Tenant’s indemnification obligations
under this Section 13 shall not include any matters originating or arising prior to the Term
of the Lease except to the extent such matter results from continued activities of Tenant
during the Term of the Lease regardless of whether such activities began prior to the Term
of the Lease. The provisions of this Section will survive the expiration or prior termination
of this Lease.
14. Assignment and Subletting. Tenant shall not assign, pledge, mortgage or otherwise
encumber this Lease, nor sublet the Premises or any part thereof without the prior written
consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Any
purported assignment or subletting without Landlord's prior written consent shall be void.
15. Remedies on Default.
15.1 If Tenant shall fail to keep and perform any of the terms, covenants or conditions
of this Lease to be kept and performed by it and such default continues for thirty
(30) days after Landlord gives Tenant written notice of default, provided, however,
if Tenant is diligently pursuing a cure, Tenant’s right to cure shall extend for an
additional thirty (30) days; or if Tenant's interest in the Premises shall be sold under
execution, attachment or other legal process; or if proceedings in bankruptcy or
seeking the appointment of a receiver shall be instituted by Tenant; or if
proceedings in bankruptcy or for a receivership shall be instituted against Tenant
and such proceedings shall not have been dismissed within sixty (60) days of the
filing thereof; or Tenant shall make an assignment for the benefit of creditors; then
Landlord, in any such event and without notice, shall have the right to:
15.1.1 declare the Lease terminated and to reenter and take possession of the
Premises and remove all persons therefrom, whereupon Tenant shall have
no further claim thereon or hereunder;
15.1.2 in the event of any re-entry or taking possession of the Premises by
Landlord, to remove therefrom all or any part of the personal property
located therein and to place the same in storage at a public warehouse at the
expense and risk of the Tenant.
15.2 In the event of termination of the Lease, Landlord shall be entitled to recover from
Tenant all costs and expenses of reentry and repossession, including any and all
costs to remove and store personal property left on the Premises.
15.3 Landlord's rights and remedies hereunder shall be cumulative and not exclusive of
any other rights or remedies at law or in equity.
16. Quiet Enjoyment. Landlord covenants and agrees with Tenant that Tenant, having paid
the Rent and observed and kept the terms, covenants and conditions of this Lease on its
part to be paid, observed and kept, shall lawfully, peaceably and quietly hold, occupy and
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enjoy the Premises without any let, hindrance, ejectment or molestation by Landlord or any
person or persons lawfully claiming under it.
17. Compliance with Americans With Disabilities Act. During the Term of the Lease,
Tenant shall bear the sole responsibility for compliance with: (a) the Americans with
Disabilities Act of 1990, 42 U.S.C. 12101 (including any amendments thereto from time
to time, the “Act”), (b) the Department of Justice regulations at 28 C.F.R. Part 36, or any
other regulations implementing the Act, as the same may be amended from time to time
and (c) any similar federal, state or local laws, codes or regulations in effect from time to
time imposing accessibility standards and any governmental orders pursuant thereto (all of
the foregoing collectively, “Accessibility Requirements”).
18. Personal Property on Premises; Risk of Damage. Tenant agrees that all personal
property of every kind or description, including machinery, equipment, inventory and trade
fixtures, which may at any time be in the Premises shall be at Tenant's sole risk, or at the
risk of those claiming by, through or under Tenant, and Landlord shall not be liable for,
and shall be held harmless by Tenant against, all claims, losses, liability, and expenses for
any damage to said property or for any loss suffered by the business or property of Tenant
arising from bursting, overflowing or leaking of water or sewer pipes or condensate lines
from the heating or plumbing fixtures or equipment, or from the electric wiring or from
gas, fumes or odors or caused in any manner.
19. Inspection and Entry by Landlord. Upon prior notice to Tenant (except in emergency
circumstances where such notice is impractical), Landlord, or its agents or contractors,
shall have the right to enter upon the Premises at any reasonable time (upon at least 24
hours oral notice, except in emergency circumstances where advance notice is impractical
or not possible) for the purpose of inspection and to show the Premises to prospective
purchasers, lenders and tenants. Landlord shall use best efforts to not disturb Tenant or its
business operations during any entry or inspection.
20. Liens. If (i) because of any act or omission of Tenant or anyone claiming by, through or
under Tenant, (ii) by reason of or arising out of the use or occupancy of the Premises by
Tenant or any subtenant or licensee of Tenant; or (iii) by reason of any construction,
alteration, repair or restoration of any part of the Premises by Tenant or any subtenant or
licensee of Tenant, any mechanics' or other lien, encumbrance, judgment lien or order for
the payment of money or the performance of any act or thing, shall be filed against the
Premises or against Landlord (whether or not such lien or order is valid or enforceable as
such), Tenant shall, at Tenant's own cost and expense, cause the same to be cancelled and
discharged or bonded of record within thirty (30) days after the date that Tenant is notified
of the lien by Landlord or otherwise acquires notice of the existence of the lien, whichever
is first, or provide a satisfactory bond or title insurance insuring over any such lien or
encumbrance in lieu thereof, and Tenant shall also defend, indemnify and save harmless
Landlord from and against any and all costs, expenses, claims, losses or damages, including
reasonable counsel fees charged by counsel of Landlord's choice, arising out of the filing
of any such mechanics’ or other lien, encumbrance, judgment lien or order. Prior to
commencing any work on the Premises, Tenant shall file a Notice of Commencement in
accordance with Ohio law stating that the work to be commenced on the Premises has been
contracted for by Tenant as the holder of the leasehold interest in the Premises.
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21. Tenant Right to Terminate. At any time during the Term, Tenant may elect to terminate
this Lease by providing notice to Landlord not less than thirty (30) days prior to the
proposed termination date, and on such termination date Tenant shall quit and surrender
the Premises to Landlord and neither party shall have any further obligation hereunder.
22. Condition of Premises Initially and Upon Surrender. Upon the expiration or
termination of this Lease, Tenant shall quit and surrender the Premises to Landlord in good
working order and in a condition equivalent to the condition of the Premises at the
commencement of the Term, as improved during the Term (ordinary wear and tear
excepted and damage by casualty or condemnation excepted). Tenant shall surrender the
Premises without notice from Landlord, all such notice being waived. Notwithstanding the
foregoing, if Tenant shall hold over, such holdover shall be deemed to constitute only a
month-to-month holdover tenancy upon all of the same terms as existed immediately prior
to the termination or expiration.
23. Notices. All notices and other communications required to be given or which may be given
in connection with this Agreement shall be in writing and shall be sent by (a) certified or
registered mail, return receipt requested, postage prepaid, (b) national prepaid overnight
delivery service, charges prepaid, or (c) personal delivery with receipt acknowledged in
writing, directed to the applicable party at its address set forth below. Any notice so sent
by certified or registered mail shall be deemed given on the date of receipt or refusal as
indicated on the return receipt. All other notices shall be deemed given when actually
received or refused by the party to whom the same is directed. A notice may be given
either by a party or by such party's attorney. Either party may change its address for notices
by giving written notice to the other party in accordance with this Section.
Landlord: Megan O’Callaghan
City Manager
City of Dublin
5555 Perimeter Drive
Dublin, Ohio 43017
mocallaghan@dublin.oh.us
with copy to: Yaz Ashrawi, Esq.
Frost Brown Todd LLP
One Columbus, 10 West Broad Street
Columbus, Ohio 43215
yashrawi@fbtlaw.com
Tenant: Allen S. Shepherd, III and Andrew P. Shepherd
6295 Cosgray Road
Dublin, Ohio 43016
with copy to: Faye D. Cox
Schulze, Cox & Will Law Office
110 S. Main Street
Marysville, Ohio 43040
faye@marysvillelawfirm.com
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24. Amendment. This Lease may not be modified except by instrument in writing signed by
Landlord and Tenant.
25. Brokerage. Landlord and Tenant each warrant to the other that they have dealt with no
broker who would be entitled to a commission by reason of the execution of this Lease.
Landlord and Tenant will indemnify, defend and hold each other harmless from and against
all claims, liabilities, costs and expenses (including reasonable attorneys fees) arising out
of any claim by any broker with whom the indemnifying party has dealt or negotiated.
26. Memorandum. The parties shall not record this Lease but upon request of either party,
they will execute and cause to be recorded a memorandum of this Lease. The requesting
party will pay for the preparation and recording thereof.
27. Complete Understanding. This Lease represents the complete understanding between the
parties hereto as to the subject matter hereof, and supersedes all prior written or oral
negotiations, representations, warranties, statements or agreements between the parties
hereto as to the same. No inducements, representations, understandings or agreements
have been made or relied upon in the making of this Lease, except those specifically set
forth in this Lease. Neither party hereto has any right to rely on any other prior or
contemporaneous representation made by anyone concerning this Lease which is not set
forth herein.
28. Severability. No determination by any court, governmental body or otherwise that any
provision of this Lease is invalid or unenforceable in any instance shall affect the validity
or enforceability of any other provision or such provision in any circumstance not
controlled by such determination. Each such provision shall be valid and enforceable to
the fullest extent allowed by, and shall be construed wherever possible as being consistent
with, applicable law.
29. Law and Benefit. This Lease shall be subject to the laws of Ohio, and shall inure to the
benefit of and be binding upon Landlord and Tenant, and their respective successors and
assigns.
30. Signage. Tenant will be permitted to place an identification sign on the Building at its
expense, subject to Landlord's reasonable prior approval of the sign and provided that such
sign complies with applicable ordinances and Tenant has obtained all necessary installation
permits. Any existing signage on the Building or the Property is hereby approved by
Landlord. Tenant will remove its sign and repair any damage to the Building façade upon
the expiration or termination of this Lease.
[Signatures Follow]
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IN WITNESS WHEREOF, the parties have executed this Lease as of the date first written
above.
TENANT: LANDLORD:
SHEPHERD EXCAVATING, INC. THE CITY OF DUBLIN, OHIO
An Ohio corporation An Ohio Municipal Corporation
_______________________ ____________________________
Allen S. Shepherd, III, President Megan O’Callaghan, City Manager
Approved as to Form:
______________________________
Yaz Ashrawi, Law Director
[Notary Blocks Follow]
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STATE OF )
) SS
COUNTY OF )
I, the undersigned, a Notary Public in and for the county and state aforesaid, do hereby
certify that ALLEN S. SHEPHERD, III, as President of SHEPHERD EXCAVATING, INC.,
personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he/she signed, sealed
and delivered the said instrument as his/her free and voluntary act for the uses and purposes therein
set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal, this ____ day
of _____________, 2024.
My Commission Expires:
Notary Public
STATE OF )
) SS
COUNTY OF )
I, the undersigned, a Notary Public in and for the county and state aforesaid, do hereby
certify that MEGAN O’CALLAGHAN, as City Manager of THE CITY OF DUBLIN, OHIO,
personally known to me to be the same person whose name is subscribed to the foregoing
instrument, appeared before me this day in person and acknowledged that he/she signed, sealed
and delivered the said instrument as his/her free and voluntary act for the uses and purposes therein
set forth.
IN WITNESS WHEREOF, I have hereunto set my hand and Notarial Seal, this ____ day
of _____________, 2024.
My Commission Expires:
Notary Public
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
- 14 -
Exhibit A
Legal Description
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
PARCEL 5:
Situated in the Township of Washington, County of Franklin, and State of Ohio:
And known as being Lots Numbered One (1), Two (2), Three (3), and Four (4), in Cosgray Park, as the same
are numbered and delineated upon the recorded plat thereof, of record in Plat Book 50, Page 36 , Recorder's
Office, Franklin County, Ohio.
PPN 272-000415-00 (Lot 1)
PPN 272-000416-00 (Lot 2)
PPN 272-000417-00 (Lot 3)
PPN 272-000418-00 (Lot 4)
DocuSign Envelope ID: 68E98EF9-B32D-419C-9F8B-F3F658AAA04F
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 2 of 11
Boulevard. Construction of this final section of University Boulevard would also extend public water
and sanitary sewer services and unlock further economic development potential in the West
Innovation District. There is also an opportunity to consolidate Darree Fields and SportsOhio into a
significant sports complex with indoor and outdoor athletic facilities to host all types of recreational
sports, sporting events, competitions and tournaments. The acquisition of SportsOhio would allow
the City and Visit Dublin Ohio to leverage and coordinate programming of these facilities to
maximize use and meet the community’s needs as proposed in the Parks and Recreation Master
Plan, furthering Dublin City Council’s visionary goals, and supporting Visit Dublin Ohio’s mission.
After successful negotiations with the Seller, the purchase price of the properties has been
determined to be $44.6 million, which comprises the appraised values for SportsOhio and
Shepherd Excavating, and $110,000 per acre for Carter Farms. The purchase price includes all
equipment, furnishings, fixtures, and other tangible personal property (including four liquor
licenses) located on the SportsOhio parcels. The proposed Real Estate Purchase Agreement (REPA)
contains all terms, conditions and closing requirements of both parties.
Background
City Council has discussed the need to have additional acreage in the City’s possession. Such
purchases of land enable the City to control the ultimate use of the property. Additionally, as the
City continues to grow and/or build out, opportunities to purchase property, such as this, will
diminish. The City has experienced much success over the years through such purchases.
This acquisition furthers the City’s strategic framework and vision to be the most sustainable,
connected, and resilient global city of choice while also supporting City Council’s visionary goals.
The action also advances the City’s Community Plan and is consistent with the strategies set forth
in the Economic Development Strategic Plan and Parks and Recreation Master Plan.
The City has made several strategic acquisitions of additional acreage in recent years, including the
Jewett, Vivo, North Riverview and Orr properties. Such purchases enable the City to control the
property's ultimate use and participate directly in conversations regarding its future utilization with
potential developers. The City has used the acquisition of land to successfully engage in
negotiations directly with potential employers, including development agreements with COhatch,
The Ohio State University Ambulatory Care Center and Mount Carmel.
The parcels included in this acquisition total approximately 242.562 acres:
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 3 of 11
The following discussion includes maps showing the location of these parcels relative to other City-
owned land in the West Innovation District (WID).
Shepherd Excavating (Parcels 274-000415 (B1), 274-000416 (B2), 274-000417 (B3), 274-000418
(B4))
Per the proposed REPA, these parcels will be leased back to the Seller for a period not to exceed
four years to allow time to relocate the existing business. The Seller has the right to terminate the
lease early with no penalty and has indicated early termination is possible. The adjacency of these
parcels to Darree Fields and SportsOhio and other City-owned properties could provide for a
central location for a maintenance facility to service the parks and recreational amenities in this
area.
SportsOhio – Recreational Facilities (Parcels 274-000132 (C3), 274-000133 (C4), 274-000895 (C5),
274-000150 (C6), 274-000149 (C7))
Acquiring these parcels allows the City to fully utilize the facilities and programming, expanding
recreational options and aligning with the Parks and Recreation Master Plan objectives. This
initiative advances policy goals and opens up economic development opportunities by enhancing
amenities, further establishing Dublin as a premier regional sports destination.
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 4 of 11
SportsOhio – Land Available for Development (Parcels 274-000134 (C1), 274-000139 (C2), 274-
00135 (C8))
The parcels around the SportsOhio recreational buildings are undeveloped and/or underutilized
land. These parcels could develop into future recreational opportunities to create a larger sports
complex or be developed into other businesses that support such operations. The economic return
to the City will be evaluated prior to engaging in any development opportunity, and the City has a
proven track record of successfully negotiating agreements to produce long-term financial benefits.
SportsOhio – Land Available for Development (Parcels 273-011256 (C9), 273-005939 (C10))
These parcels include the largest parcel to the east and are required for the completion of
University Boulevard. Construction of the final section of University Boulevard would also extend
public water and sanitary sewer services, and, once completed, will unlock additional economic
development potential in the WID and along the roadway. The map below shows this parcel
highlighted in yellow and displays its importance to the proposed Multimodal Thoroughfare Plan
and Special Area Plan in the WID.
The project was first identified in 2005 when Industrial Parkway was moved to the west and
improvements to the U.S. 33/S.R. 161/Post Road interchange were first identified. The value of
completing University Boulevard was quickly understood and carried forward in subsequent
planning documents, such as the Central Ohio Innovation Corridor Plan (COIC), Economic
Advancement Zone Plan (EAZ), Ohio University Framework Plan Dublin Campus, the West
Innovation District Plan, and Community Plan updates, including Envision Dublin. University
Boulevard is classified as a commuter boulevard/minor arterial in the proposed Multimodal
Thoroughfare Plan as part of Envision Dublin.
The future completion of University Boulevard will provide a key northerly/southerly connection to
build the critical street network in the WID. It will also provide a direct alternate route for U.S. 33,
helping to distribute traffic in the WID where transportation and public utility infrastructure is
minimal. In addition, it serves the Ohio University Framework Plan to direct through traffic away
from Main Street/Eiterman Road to the east, where a more mixed-use environment with a
pedestrian focus is placed.
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 5 of 11
Carter Farms – Land Available for Development (Parcels 02-00300; 271-000001)
These parcels are enrolled in the Current Agricultural Use Value (CAUV) program and are actively
being farmed. When combined with the parcels the City acquired across the railroad tracks to the
east, these parcels provide the City with a strategic opportunity for future economic development
in this area. This development could take the form of a station for a future passenger rail stop as is
being contemplated as part of the West Dublin Passenger Rail Station study. Additionally, the
railroad represents a significant asset for many types of development, and the City could negotiate
with an employer to secure a development on this land. The future development of this land will
be evaluated when an opportunity to develop occurs, as has been the case for other land the City
has acquired in the past. At a minimum, these parcels will act as a buffer between development
further west on State Route 161 and the City until development the City approves occurs. In the
meantime, these parcels will be included in the Farmland Lease program, which allows the City to
qualify for lower property taxes as part of the CAUV.
Environmental Site Assessments
The City retained CTL Engineering, Inc. (CTL) to conduct Phase I Environmental Site Assessments
(ESA) for the property. A Phase I ESA is a qualitative study of the existing information, available
records, and a site inspection designed to identify hazardous wastes, asbestos, substances, and
materials that may require remediation. Based on the findings, no further environmental
assessment is warranted for the Carter Farms property. CTL had the following recommendations
for the Shepherd Excavating property:
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 6 of 11
• A Limited Phase II ESA is recommended to further assess the potential impacts the
concrete pit floor drain and oil staining may have on the property. Additionally, the Limited
Phase II ESA should evaluate the potential impacts of the adjacent Citgo facility operations.
• Used tires, batteries, and other discarded items should be properly recycled or disposed of
at a licensed facility.
• The abandoned groundwater monitoring wells adjacent to the maintenance shop/original
office building should be properly removed or abandoned in accordance with local/state
regulations.
Based on the findings of the document search and observations made during the site
reconnaissance, CTL had the following recommendations for the SportsOhio properties:
• If the ponds or stream are to be impacted by any future development, a Preliminary
Jurisdictional Waters of the U.S. and/or State Delineation should be conducted, and a
Jurisdictional Determination be obtained from the U.S. Army Corps of Engineers, as they
have ultimate authority to determine the jurisdictional status of wetlands and streams.
• Should the on-site buildings be razed or significantly renovated, a Hazard Evaluation Survey
that would include an asbestos survey would be required for the completion of the Ohio
Environmental Protection Agency – Notification of Demolition and Renovation/Abatement. A
lead-based paint survey is not required for commercial/industrial properties; however, the
contractor working on the project should be made aware of the potential for lead-based
paint to be present.
If the City were to change the current use of any of the properties, staff would take into account
all findings outlined within the Phase I ESA reports.
Financing Plan
The financial plan for these acquisitions will vary according to the specific utilization of each parcel
but will include acquisition and ongoing operations and capital maintenance for parcels containing
a recreational facility. Determining a financially sustainable path forward will require clearly
defining the purpose for each parcel and conducting ongoing analysis as additional information
becomes available about potential development opportunities as well as previously estimated
revenues and expenditures for parcels being operated in a recreational capacity.
Acquisition
The funding model for the acquisition of these parcels will utilize a variety of funding sources to
meet the policy goals identified below. These funding sources will include cash, including $12
million from the General Fund and $4.8 million from the Parkland Acquisition Fund as well as $12.7
million in short-term notes and $15.1 million in manuscript debt. The table below provides
information regarding the initial financing of the land acquisition.
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 7 of 11
This funding plan is compliant with all City financial policies, including the General Fund Balance
Policy, Debt Policy, and Investment Policy. Current estimates for repayment of the manuscript and
short-term debt fully repay these debts within four years, but the financing plan allows for several
additional years of repayment should the City’s financial condition materially change in this
timeframe. The source of the repayment for this debt will be the General Fund Balance through
2027.
The impact on the City’s financial policies and debt profile over the anticipated repayment period,
through 2027, has been estimated and is displayed in the tables and graphs below.
General Fund Balance Policy Compliance
Generally, the policy requires that the General Fund Balance be greater than 50% of the year’s
annual expenditures. The table below shows the estimated annual payments to repay this debt
through 2027 as well as the estimated General Fund Balance. As the table displays, the anticipated
repayment plan maintains a significant estimated annual fund balance. This will provide flexibility
regarding debt repayment should other opportunities arise prior to 2027.
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 8 of 11
Debt Policy Compliance
The City’s Debt Policy sets a limit on the amount of annual debt service to be paid from the Capital
Improvements Plan Fund’s allocation of annual income tax revenues. The table below graphically
identifies the policy compliance of the estimated repayment plan for this acquisition through 2027.
The top of the stacked bar graph represents the maximum amount of annual debt service that
complies with the Debt Policy. The line represents the amount of annual debt service under the
anticipated repayment plan. The financing plan identifies a sustainable path forward that maintains
policy compliance and flexibility.
Recurring Revenues
Category 2024 2025 2026 2027 2028
61 - Local Taxes $83,220,591 $85,800,429 $88,460,242 $91,202,510 $94,029,788
63 - Intergovernmental Re $822,685 $859,706 $898,393 $938,820 $981,067
64 - Charges for Services $1,754,138 $1,815,533 $1,879,076 $1,944,844 $2,012,914
65 - Fines, Licenses, and $3,293,852 $3,293,852 $3,293,852 $3,293,852 $3,293,852
66 - Interest Income $1,641,143 $1,673,965 $1,707,445 $1,741,594 $1,776,426
68 - Miscellaneous $525,699 $533,584 $541,588 $549,712 $557,957
Sub-Total Recurring Revenues $91,258,107 $93,977,069 $96,780,596 $99,671,331 $102,652,003
Non-Recurring Revenues
Category 2024 2025 2026 2027 2028
68 - Miscellaneous $0 $0 $0 $0 $0
69 - Other Financing Sour $290,000 $290,000 $290,000 $140,000 $135,000
Sub-Total Non-Recurring Revenues $290,000 $290,000 $290,000 $140,000 $135,000
Total Revenue $91,548,107 $94,267,069 $97,070,596 $99,811,331 $102,787,003
Recurring Expenditures
Category 2024 2025 2026 2027 2028
70 - Personal Services $27,563,648 $28,114,921 $28,677,220 $29,250,764 $29,835,780
71 - Contractual Services $16,550,539 $17,775,279 $19,090,650 $20,503,358 $22,020,607
72 - Supplies $4,972,433 $5,146,469 $5,326,595 $5,513,026 $5,705,982
73 - Capital Outlay $259,682 $261,241 $262,808 $264,385 $265,971
74 - Transfers/Advances $20,308,087 $20,429,935 $20,552,515 $20,675,830 $20,799,885
75 - Other Charges and Ex $11,480,708 $12,054,743 $12,657,481 $13,290,355 $13,954,872
Sub-Total Recurring Expenditures $81,135,099 $83,782,589 $86,567,268 $89,497,718 $92,583,096
Non-Recurring Expenditures
Category 2024 2025 2026 2027 2028
73 - Capital Outlay $12,000,000 $10,000,000 $10,000,000 $8,514,599 $0
74 - Transfers/Advances $0 $0 $0 $0 $0
75 - Other Charges and Ex $0 $0 $0 $0 $0
Sub-Total Non-Recurring Expenditures $12,000,000 $10,000,000 $10,000,000 $8,514,599 $0
Total Expenditures $93,135,099 $93,782,589 $96,567,268 $98,012,317 $92,583,096
General Fund Balance
Beginning $66,940,519 $65,353,527 $65,838,007 $66,341,334 $68,140,348
Ending $65,353,527 $65,838,007 $66,341,334 $68,140,348 $78,344,254
Fund Balance %70% 70% 69% 70%85%
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 9 of 11
Debt Profile
The following table displays the City’s Debt Profile following this acquisition executing the
anticipated repayment plan. The orange bar represents the City’s long-term debt following the
execution of the projects as currently programmed in the 2024-2028 Capital Improvements Plan.
The yellow bar represents the short-term and manuscript debt associated with this acquisition. As
reflected in the graph below, the anticipated repayment plan retires this debt by 2027.
$-
$5
$10
$15
$20
$25
$30
$35
$40
$45
MillionsAdditional IT Allocation Available for Debt
Transfers from Capital Improvement Tax Fund (Income Tax)
Transfers from TIF/Other Funds
New Annual Debt Service Payments
$-
$50
$100
$150
$200
$250
Millions2024-2028 CIP Proposed Debt Profile Short Term and Manuscript Debt
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 10 of 11
The goals of utilizing this financing plan include, but are not limited to:
• Limiting the amount of new debt issued (preserving debt capacity for future objectives)
• Minimizing costs, including interest and taxable expenditures
• Allowing for the recreational components to operate in a fiscally sustainable manner by not
having future debt service expenditures
• Allowing for immediate development as economic development opportunities become
available in this area by utilizing available cash for these land acquisitions
• Complying with all City financial policies
• Maintaining the highest bond ratings
The financing plan meets or exceeds all the criteria above and represents a fiscally sustainable
path forward.
Due Diligence and Operations
While the City is in the acquisition stage regarding the properties, staff members have been
researching the financial sustainability regarding the operations of the recreational parcels. The
other parcels involved in this purchase that are vacant or available for potential economic
redevelopment will have minimal revenues or expenditures associated with them until future
development occurs and financial impacts will be analyzed as part of a future development
agreement. These future developments would be evaluated according to their own pro forma at
the appropriate time.
To better understand and estimate the recreational revenues and expenditures, the City engaged
with tax and assurance firm BakerTilly to review SportsOhio’s current revenues and expenditures.
The firm’s analysis demonstrates that the facility is operating at a positive net operating income
(NOI).
To assist in facilitating the operation of the recreational facilities at a positive NOI, staff members
have conducted benchmarking and researched prospective sports facility management companies
capable of fully managing a sports complex of this size. Staff researched several companies,
including those that submitted proposals for the Grand Park Sports Campus project in Westfield,
Indiana. From that list and other top agencies in the industry, staff identified three companies and
met with each company individually to discuss the financial realities of operating these types of
facilities. Each company discussed how the financial results of these facilities are influenced by
policy decisions surrounding them. These companies also confirmed that facilities given a financial
goal of operating at a positive NOI are generally able to achieve this goal.
Maintenance/New Capital Requests
At this time, the level of maintenance and/or new capital requests associated with the acquisition’s
recreational operations has not been determined. This will be the final component of the financial
sustainability analysis to be completed. It will not be able to be completed until the property is
acquired, and it will require the programming, venue planning, and daily operational goals of the
facility to be fully determined. It is important to note that while the facilities likely fall short of the
operating standards for existing City of Dublin facilities, they are currently operating and providing
services to the sports community at a serviceable level under current ownership. While
improvements will certainly be identified, it will be important to review these facility improvements
in terms of return on investment.
Memo re. Ord. 16-24 – Authorizing a Real Estate Purchase Agreement
June 11, 2024
Page 11 of 11
SportsOhio Management Agreement
Per the proposed REPA, staff is negotiating a Management Agreement with the Seller whereby the
Seller will continue to manage the SportsOhio facilities in a manner generally consistent with
current operations for a period of up to one year following closing. This period will provide the City
time to better understand the current operations, assess any immediate maintenance needs, and
identify a timeline and budget for municipal operations and any potential capital improvements.
After the one-year period, or before, the City could utilize the Dublin Community Improvement
Corporation (CIC) to enter into an agreement with a sports management company to manage the
operations of the complex. The CIC is dedicated to the advancement of economic development
and is positioned to ensure that the financial goals of the facility are well supported, structured,
and remain an area of focus. Staff has consulted legal counsel on the tax implications with the
CIC’s potential involvement to ensure the use remains for a public purpose and that the CIC’s
involvement would not have implications.
Next Steps
Should City Council approve the REPA and bond financing ordinances, closing will occur in late
August.
Staff proposes the formation of a Steering or Advisory Committee to provide input into the
development of a Request for Proposals (RFP) for sports facility management and development
services. The committee would also review and evaluate proposals received. The committee should
be a well-represented body from our community to ensure the property uses align with the
community’s direction. This committee will also be champions for the processes and decisions
involved with achieving this direction. Staff has developed the following list of potential members:
• Member of City Council
• Member of the Planning & Zoning Commission
• Member representing Visit Dublin Ohio
• Member representing Dublin Youth Athletics
• Member representing Dublin Soccer League
• Member representing the Development Community
• Members of City administration
The committee will be supported by staff and legal counsel on an as-needed basis.
Recommendation
Staff recommends adoption of Ordinance 16-24 at the second reading/public hearing on July 1,
2024, as this ordinance authorizes the city manager to execute all necessary conveyance and
contract documents to formally accept the necessary property interests described above.