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HomeMy WebLinkAboutOrdinance 53-25RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S 53-25 Ordinance No. Passed AUTHORIZING THE CITY MANAGER TO ENTER INTO A REAL ESTATE PURCHASE AGREEMENT FOR CERTAIN PROPERTY OWNED BY MILLER FARM PROPERTIES LLC, LOCATED IN FRANKLIN COUNTY, OHIO, AND MADISON COUNTY, OHIO, AUTHORIZING THE EXECUTION OF RELATED AGREEMENTS AND DOCUMENTS, AND APPROPRIATING FUNDS THEREFORE 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, Miller Farm Properties LLC, owns the following parcels of real estate: i) Franklin County, Ohio parcel numbers 272-000306-00, 272-000294-00, and 272- 000012-00; and ii) Madison County, Ohio parcel numbers 02-00188.000 and 02- 00189.000 (the “Premises”); and WHEREAS, the Premises 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 appurtenances and improvements thereon, as it has determined that such purchase is in the best interest of the City. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, lp of its elected members concurring, that: Section 1. Authorization of Agreements. The City Council hereby authorizes the Real Estate Purchase Agreement attached hereto. This City Council further authorizes the City Manager, for and in the name of the City, the 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 transaction contemplated in the Real Estate Purchase Agreement. Section 3. Further Authorizations. This City Council further hereby authorizes and directs the City Manager, the Director of Finance, the Director of Law, the 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. Section 4. Appropriation(s). There be appropriated from the unappropriated fund balance in the General Fund in fiscal year 2026 the amount of $3,350,000 in account 10196290-741404. There be appropriated from transfers and proceeds from the sale of notes to the credit of the Capital Construction Fund in fiscal year 2026 the amount of $13,450,000 in account 40480320-735001. These appropriations are necessary to support the City’s financing plan to purchase the property. RECORD OF ORDINANCES BARRETT BROTHERS - DAYTON, OHIO Form 6220S 53-25 Page 2 Ordinance No. Passed 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 this City Council and of any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law, including Section 121.22 of the Ohio Revised Code. Section 6. Effective Date. This Ordinance shall be in full force and effect on the earliest date permitted by law. Mayor - Presiding Officer Attest: Cletk of Gouncil Passed: veembe- ¥ 2026S" Effective: Shnsusay ‘7 , 2026 To: Members of Dublin City Council From: Megan O’Callaghan, City Manager Date: December 2, 2025 Initiated By: Jeremiah Gracia, CEcD, Director of Economic Development Jenny Rauch, AICP, Director of Community Planning & Development Jean-Ellen M. Willis, P.E., Director of Transportation & Mobility Paul A. Hammersmith, P.E., Director of Engineering/City Engineer Matt Rubino, Chief Financial Officer/Director of Finance Re: Ordinance 53-25 – Authorizing a Real Estate Purchase Agreement for Certain Property owned by Miller Farms, LLC, located in Franklin County, Ohio, and Madison County, Ohio, Authorizing the Execution of Related Agreements and Documents, and Appropriating Funds Therefore Summary This ordinance is for the purchase of approximately 265 acres of land currently owned by Miller Farms LLC. The parcels, located in both Franklin and Madison counties, are highlighted below and collectively referred to as Miller Farms. This acquisition consists of multiple parcels that can be leveraged for a number of strategic opportunities generally related to economic development and transportation infrastructure. Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017-1090 Phone: 614.410.4400 • Fax: 614.410.4490 Memo Ordinance 53-25 Authorizing a REPA for Property Owned by Miller Farms December 2, 2025 Page 2 of 4 Background The West Innovation District (WID) plays an important role in the City’s 2023 Economic Development Strategy, which outlines a series of strategies and actions to continue Dublin’s economic success and competitiveness within the region. The Strategy calls out action steps to move the WID forward by setting development conditions. The adopted 2024 Envision Dublin Community Plan emphasizes a focus on accelerating economic development in the WID through the WID Special Area Plan to set conditions for establishing a world-class innovation and research district that serves as an economic engine for Dublin. The Community Plan identifies several future street network improvements in the WID, as well as necessary utility improvements to support the initiatives of the District. At the November 14, 2025 City Council retreat, staff and consultants presented an update on the work completed on the West Innovation District Integrated Implementation Strategy (WIDIIS) that incorporates a series of studies and efforts to bring the WID’s vision to life. The objectives of the WIDIIS are to: 1) Realize the Vision: Advance the principles and recommendations in Envision Dublin to guide WID development and support long-term goals with greater predictability. 2) Refine Infrastructure Needs: Align ongoing transportation, water, sewer & sanitary planning efforts to ensure infrastructure supports future development. 3) Coordinate Projects in the WID: Analyze planning and development activity within the WID Special Area Plan Boundary, including how growth in neighboring jurisdictions impacts the district’s future. The WIDIIS assessment underscored the critical role of infrastructure as a strategic enabler. It is clear that thoughtful planning and targeted infrastructure investments are essential to competitively position the WID for future success. Land acquisitions allow the City to control the long-term use of key properties. As the City continues to grow and develop, opportunities to purchase strategic parcels such as this will become increasingly limited. In recent years, the City has made several strategic acquisitions including the Jewett, Vivo, North Riverview, Orr and Shepherd properties. Such purchases have positioned the City to ensure future development is thoughtful and proactive. These purchases enable the City to determine the highest and best use of the land and to engage directly with potential developers and employers. This approach has supported successful negotiations and development agreements with organizations such as with COhatch, The Ohio State University Ambulatory Care Center and Mount Carmel Health Systems. The City was contacted by the broker representing Miller Farms about the City’s interest in purchasing the family’s properties. After initial due diligence and successful negotiations, the parties agreed upon a Real Estate Purchase Agreement (REPA) for Miller Farms at a purchase price of $50,000/acre. The REPA contains all the terms, conditions and closing requirements of both parties. Similar to how we handled the recent Shepherd acquisition, the parties executed the REPA on November 13, 2025, with the REPA becoming effective after formal Council approval through the adoption of this Ordinance, completion of a Phase 1 environmental site assessment, and securing a permanent access easement from Houchard Road. Subject to these limited conditions, the City is prepared to proceed to closing. Ordinance 53-25 Authorizing a REPA for Property Owned by Miller Farms December 2, 2025 Page 3 of 4 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 and the City until development the City approves occurs. Financing Plan This funding plan is compliant with all City financial policies, including the General Fund Balance Policy, Debt Policy, and Investment Policy. The financing plan meets or exceeds all the criteria above and represents a fiscally sustainable method of financing the proposed land acquisitions. 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) • Issuing the new debt as tax-exempt and limiting the potential private use activity to preserve the tax exemption on the debt • Moderating the amount of additional annual debt service by using an interest only structure • Reduction of transactional costs • Allowing for development as economic development opportunities become available in this area by utilizing short-term financing with the ability to begin paying down principal • Preserving the City’s bond ratings by limiting the issuance of new principal and applying available resources towards the redemption of outstanding principal Acquisition Financing for this land acquisition by the City will utilize a combination of tax-exempt short-term financing and a contribution of cash resources from the General Fund. Details of the issuance and sale of general obligation notes are provided on a separate City Council agenda item on December 8. This financing limits private leases that are unrelated to governmental purposes in order to preserve the tax-exempt status of the planned financing. These limitations only apply during the time the City has any outstanding tax-exempt debt on the property. General Fund Balance Policy Compliance The financing plan complies with the policy requiring the General Fund Balance be greater than 50% of the year’s annual expenditures. It is anticipated that the interest only structure of the debt service will not cause a material impact on the ending balance in the General Fund. The projected ending balance will continue to be in the 60%-70% expenditure range over the term of the proposed financing Outstanding principal will be paid down as resources become available from the sale of land or from other resources that are committed for paying down the notes. 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 financing will not draw from resources for debt service payments from the Income Tax Capital Fund as the source of repayment will be from other sources and available reserves in the General Fund. The resources used from the General Fund will be managed to ensure that funding for interest payments or redemption of principal will not draw reserves below the stated policy limit. In addition to this payment flexibility, any principal outstanding at the end of the five-year term can either be paid Ordinance 53-25 Authorizing a REPA for Property Owned by Miller Farms December 2, 2025 Page 4 of 4 down in full or converted into longer-term bonds as is allowed in the City’s debt policy. The proposed note issuance will not impede the planned issuance of general obligation debt to fund approved capital improvements. Recommendation Because time is of the essence for closing on these critical properties, staff recommends waiving the second reading and adopting the Ordinance at the Dec. 8, 2025 City Council meeting. A vote to suspend the two-readings rule will require a super majority of Council (i.e., 5 votes). REAL ESTATE PURCHASE AGREEMENT This Real Estate Purchase Agreement (the “Agreement”) is entered into as of the last date of execution on the signature page below (“Effective Date”) by and between Miller Farm Properties LLC, an Ohio limited liability company, having a mailing address of 9335 Iams Road, Plain City, Ohio 43064 (the “Seller”), and the City of Dublin, Ohio, an Ohio municipal corporation, having a mailing address of 5555 Perimeter Drive, Dublin, Ohio 43017 (the “Buyer”). The Buyer and Seller may be sometimes collectively referred to hereafter as the “parties.” RECITALS A.Seller is the owner of approximately 265.185 acres identified as Franklin County, Ohio Parcel Numbers 272-000306-00, 272-000294-00, and 272- 000012-00, and Madison County, Ohio Parcel Numbers 02-00188.000 and 02-00189.000, all as more particularly described and/or depicted on Exhibit A attached hereto (collectively, the “Land”). B.Seller desires to sell the Land, together with all rights, rights-of-way, mineral rights, oil and gas rights, records, privileges, permits, entitlements, easements, appurtenances and hereditaments pertaining thereto (collectively, the “Appurtenances”), and all improvements and fixtures located and/or installed on the Land (collectively, the “Improvements”) (the Land, Appurtenances, and Improvements are collectively referred to in this Agreement as the “Property”), and Buyer desires to purchase the Property all on the terms and subject to the conditions set forth herein. WHEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for good and other valuable consideration, the parties agree as follows: 1.The Property. Upon and subject to the terms and conditions herein set forth, the Seller agrees to sell and convey to the Buyer, and Buyer agrees to purchase and acquire from the Seller, the Property . 2.Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be the sum of Fifty Thousand Dollars and No Cents ($50,000.00) per acre of Land sold pursuant to the terms set forth herein. The final acreage of the Land shall be determined via the Survey, as discussed in Section 5(b) herein, and the Purchase Price shall be calculated based on such final acreage of Property for which the Seller transfers to Buyer in accordance with this Agreement. The Purchase Price, less or plus any adjustments applicable pursuant to the terms of this Agreement, shall be payable to Seller in immediately available funds at the Closing. 3.Escrow and Closing. Newmark Title (“Escrow Agent” or “Title Company”) shall serve as both the escrow agent and the title agent issuing the Title Commitment (as that term is defined in Section 5 below). The “Opening of Escrow” shall be that date on which a fully-executed copy of this Agreement is deposited with the Escrow Agent. Provided this Agreement has not been terminated in accordance with its terms, the “Close of Escrow” or “Closing” of this Agreement shall take place in the office of the Escrow Agent, or at a different location that is mutually agreed on by Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 2 the parties, no later than thirty (30) days after the Ordinance Effective Date in accordance with Section 19 below; provided, however, that the Closing may be extended beyond such thirty (30) day period if agreed to in writing by both Buyer and Seller. 4. Review. Buyer shall have ninety (90) days after the Effective Date (the “Review Period”) to determine, in Buyer’s sole and absolute discretion, whether the Property is suitable for Buyer’s intended use. Buyer shall have the unconditional right to terminate this Agreement at any time prior to the expiration of the Review Period by delivering written notice of termination to Seller, in which event the Agreement shall be null and void and neither party shall have any further obligations hereunder, except as expressly provided herein. (a) Seller Deliveries. Within seven (7) business days after the Effective Date, Seller shall deliver to Buyer copies of all title reports, appraisal reports, surveys, environmental reports, geotechnical reports, traffic reports and any other kind of reports or documents in Seller’s possession or control relating to the Property. (b) Due Diligence Activities. During the Review Period, Buyer shall be entitled to undertake all necessary due diligence, title and financial analysis of the Property, and upon at least twenty-four (24) hours’ prior notice, Buyer and its authorized agents may enter upon the Property for the purpose of conducting its inspections. (c) Testing of the Property. If Buyer desires to undertake any invasive testing of the Property, it shall provide a scope of work and obtain Seller’s prior approval, which approval shall not be unreasonably withheld, delayed or conditioned; provided, however, that Buyer is expressly permitted to conduct a Phase I Environmental Site Assessment and a Phase II Environmental Site Assessment if the same is recommended by the results of the Phase I Environmental Site Assessment. If Buyer undertakes any invasive testing after the scope of work has been approved by Seller, Buyer shall restore the Property to substantially the same as its original condition after any such testing. (d) Waiver of Termination. If Buyer does not terminate this Agreement during the Review Period, Buyer shall be deemed to have waived any right to terminate this Agreement arising from its due diligence activities set forth in this Section 4. Buyer acknowledges that upon completion of its inspections of the Property pursuant to this Section 4, Buyer will have fully inspected the Property, will have made all investigations as it deems necessary or appropriate and will be relying upon its inspection and investigation of the Property for all purposes whatsoever, including, but not limited to, the determination of the condition of the soils, subsurface, drainage, surface and groundwater quality and other physical characteristics; availability and adequacy of utilities; compliance with governmental laws and regulations; access; title matters; encroachments, acreage and other survey matters; and the character and suitability of the Property. In addition, Buyer acknowledges that the Property is being purchased and will be conveyed “as is” with all faults and defects, as of the date of Closing, except as expressly provided herein. Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 3 Notwithstanding any of the foregoing, the parties hereto acknowledge and agree that Buyer shall have the right to extend the Review Period for one (1) additional period equal to thirty (30) days by notifying Seller and Escrow Agent in writing (the “Extension Notice”) of its election to so extend the Review Period prior to the expiration of the Review Period. 5. Title Commitment and Survey. (a) Title Commitment. Within thirty (30) days of the Effective Date, Seller shall obtain and deliver to Buyer at Buyer’s expense, a current ALTA title insurance commitment with legible copies of all underlying documents and title matters affecting the Property issued by the Title Company (the “Title Commitment”). Prior to the expiration of the Review Period, Buyer shall notify Seller in writing (the “Title Objection Notice”) of any objections to the matters contained in the Title Commitment. In the event Buyer does not timely provide its Title Objection Notice to Seller, all exceptions described in the Title Commitment shall be deemed Permitted Exceptions (as defined in subsection (c) below). Seller shall have five (5) business days after receipt of Buyer’s Title Objection Notice within which to advise Buyer in writing (“Seller’s Title Notice”) regarding whether Seller intends to attempt to cure the matters to which Buyer has objected, and of Seller’s proposed methods to cure same. Failure by Seller to timely provide the Seller’s Title Notice shall be a deemed Seller’s Title Notice to Buyer that Seller is unwilling to attempt to cure Buyer’s objections. Buyer shall have five (5) business days after receipt or deemed receipt of Seller’s Title Notice to either: (i) send a notice (“Buyer’s Title Acceptance Notice”) to Seller waiving any matters set forth in its Title Objection Notice; or, (ii) elect not to submit a Buyer’s Title Acceptance Notice and Buyer shall be deemed to have accepted such exceptions to title; or, (iii) send a termination notice to Seller terminating this Agreement, in which event neither party shall have any further obligations or liabilities hereunder except as expressly provided herein. Sending the Buyer’s Title Acceptance Notice shall not waive Buyer’s rights under Section 4 of this Agreement to determine whether the Property is otherwise suitable for Buyer’s intended development. (b) Survey. During the Review Period, Buyer, at Buyer’s sole cost and expense, shall have the right to obtain a survey (“Survey”) to locate all easements affecting the Property as shown on the Title Commitment. Prior to the expiration of the Review Period, Buyer shall notify Seller in writing (the “Survey Objection Notice”) of any objections to the matters contained in the Survey. The Survey Objection Notice shall also contain a copy of the Survey that is the subject of the objection. In the event Buyer does not timely provide its Survey Objection Notice to Seller, all exceptions disclosed in the Survey shall be deemed Permitted Exceptions. Seller shall have five (5) business days after receipt of Buyer’s Survey Objection Notice within which to advise Buyer in writing (“Seller’s Survey Notice ”) regarding whether Seller intends to attempt to cure the matters to which Buyer has objected, and of Seller’s proposed methods to cure same. Failure by Seller to timely provide the Seller’s Survey Notice shall be a deemed Seller ’s Survey Notice to Buyer that Seller is Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 4 unwilling to attempt to cure Buyer’s objections. Buyer shall have five (5) business days after receipt or deemed receipt of Seller’s Survey Notice to either: (i) send a notice (“Buyer’s Survey Acceptance Notice”) to Seller waiving any matters set forth in its Survey Objection Notice; or, (ii) elect not to submit a Buyer’s Survey Acceptance Notice and Buyer shall be deemed to have accepted such exceptions to Survey; or, (iii) send a termination notice to Seller terminating this Agreement, in which event neither party shall have any further obligations or liabilities hereunder except as expressly provided herein. Sending Buyer’s Survey Acceptance Notice shall not waive Buyer’s rights under Section 4 of this Agreement to determine whether the Property is otherwise suitable for Buyer’s intended purpose. (c) Permitted Exceptions. The exceptions to title and survey that are resolved pursuant to the above process relating to the Title Commitment and Survey (collectively the “Permitted Exceptions”) shall be referenced in the transferrable and recordable general warranty deed (the “Deed”) and the Property shall be conveyed to the Buyer at the Closing pursuant to the Deed, unless this Agreement is otherwise terminated, only with those Permitted Exceptions. In no event shall any of the Permitted Exceptions include any mortgages or other financial liens encumbering the Property, all of which shall be paid from the Seller’s proceeds at Closing. In addition, none of the preprinted Schedule B-Section II exceptions identified in the Title Commitment shall be included in any of the Permitted Exceptions to the extent such preprinted exceptions can be deleted by the Title Company’s customary Seller’s affidavit. The preprinted exception for survey matters shall be limited to only those matters shown on the Survey. 6. Seller’s Conduct Prior to Closing. Between the Effective Date and the Closing, Seller shall not, without Buyer’s written consent: (a) transfer, sell, assign, lease or otherwise convey the Property or any interest therein; (b) grant, modify, create, assume or permit to exist any new mortgage, lien, encumbrance, easement, covenant, condition, right of way or restriction upon the Property or voluntarily take or permit any action adversely affecting title to the Property as it exists on the date of this Agreement unless permitted by this Agreement; or (c) materially alter or change the condition or status of the Property. 7. Title Insurance; Deed. At the Close of Escrow, Escrow Agent shall deliver to Buyer a proforma title policy (the “Title Policy”) issued pursuant to the Title Commitment as finalized pursuant to Section 5 above, containing only the Permitted Exceptions established under the terms of this Agreement committing the Title Company to issue within a reasonable time after the Close of Escrow the Title Policy insuring title to the Property to Buyer in the amount of the Purchase Price subject only to the Permitted Exceptions. At Close of Escrow, Seller shall deliver to Buyer for recordation by Escrow Agent, the Deed, free and clear of all liens, encumbrances, or any other claims or indebtedness, from Seller to Buyer conveying title to the Property to Buyer, subject only to the Permitted Exceptions. Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 5 8. Warranties and Representations. (a) Seller’s Warranties and Representations. All warranties and representations set forth in this Section 8(a) shall be true and correct as of the date hereof, as of the date of Closing, and shall survive the Closing for a period of twelve (12) months. Seller hereby represents and warrants as follows: (i) Seller has good and indefeasible fee simple title to the Property. (ii) Seller is a limited liability company duly organized and in good standing under the laws of the State of Ohio. (iii) Seller has full right, power and authority to enter into this Agreement and carry out the obligations hereunder. Each person executing this Agreement on behalf of Seller represents and warrants that such person is duly authorized to act on behalf of Sell er in executing this Agreement, and that this Agreement constitutes a valid and legally binding obligation of Seller enforceable against Seller in accordance with its terms. No consent, waiver, approval or authorization is required from any person or entity in connection with the execution, delivery and performance of this Agreement by Seller. (iv) Seller has not received any written notice of violations of any building codes or regulations or environmental codes or regulations applicable to the Property that remain uncured as of the date hereof. There is no litigation or proceeding pending or threatened against or relating to either the Property and/or Seller’s ability to consummate the transactions contemplated hereby, and Seller has received no notice of any pending, threatened or contemplated special assessments with respect to the Property. (v) There are no agreements, contracts, leases or other arrangements or understandings of any kind or nature concerning the Property that are not recorded in the public records and properly indexed or cross-referenced to the Property or otherwise disclosed in this Agreement. (vi) The Property is not subject to any easements, covenants, conditions, restrictions, agreements, liens or encumbrances not of record. Seller is not in default of any easements, covenants, conditions, restrictions, agreements, liens or encumbrances that are of record. (vii) The Property is not a part of a park, condominium or other common ownership regime of any kind or nature. (viii) Seller has not entered into any contract, agreement or option, other than this Agreement, granting to any party a right to purchase the Property, or any portion thereof, that remains in effect. (ix) Seller is not a “foreign person” as that term is defined in Section 1445 of the Internal Revenue Code. Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 6 (x) To the best of Seller’s knowledge, no Hazardous Substance (as defined below) has been generated, stored, released, discharged or disposed of, from or on the Property in violation of any Environmental Law (as defined below). “Hazardous Substances” shall mean any and all pollutants, contaminants, toxic or hazardous wastes or any other substances that might pose a hazard to health or safety, the removal of which may be required or the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of which is or shall be restricted, prohibited or penalized under any Environmental Law. “Environmental Law” shall mean any law, ordinance, rule, regulation, order, judgment, injunction or decree relating to pollution or substances or materials which are considered to be hazardous or toxic, including, without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Emergency Planning and Community Right to Know Act, and any state and local environmental law. (xi) Seller has not been the subject of any filing of a petition under the Federal Bankruptcy Law or any federal or state insolvency laws or laws for composition of indebtedness or for the reorganization of debtors. (b) Buyer’s Warranties and Representations. All warranties and representations set forth in this Section 8(b) shall be true and correct as of the date hereof, as of the date of Closing, and shall survive the Closing for a period of twelve (12) months. Buyer hereby represents and warrants as follows: (i) The execution, delivery and performance by Buyer of this Agreement and the performance by Buyer of the transactions contemplated hereunder have each been duly authorized by such persons or authorities as may be required. (ii) Buyer has full right, power and authority to enter into this Agreement and carry out the obligations hereunder. Each person executing this Agreement on behalf of Buyer represents and warrants that such person is duly authorized to act on behalf of Buyer in executing this Agreement, and that this Agreement constitutes a valid and legally binding obligation of Buyer enforceable against Buyer in accordance with its terms. 9. Real Estate Prorations and Closing Costs. The Buyer and the Seller agree as follows with respect to prorations and closing costs: (a) Taxes and Assessments. At the Close of Escrow, the Seller shall pay, or credit against the Purchase Price: (i) all delinquent real estate taxes and assessments, including penalties and interest, which are a lien against the Property as of the date of Closing; and (ii) all other unpaid real estate taxes which are lien for the years prior to Closing and a portion of taxes and assessments for the year of Closing prorated through the date of the Closing based on a 365- day year using the most recently available tax rate and valuations whether or not certified. Any post-closing increase in the real estate taxes and assessment applicable to any date prior to the Closing date and the total of all agricultural use tax recoupment assessments levied by the county Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 7 auditor’s office, if any, applicable to the period prior to the Closing date will remain the responsibility of the Seller. (b) Closing Costs. The Seller shall pay one -half of the escrow fees charged by the Title Company. The Buyer shall pay: (i) any real property transfer or conveyance fees, (ii) the cost of recording the Deed conveying the Property to Buyer, (iii) the cost of the Title Commitment and the Buyer’s Title Policy, (iv) any lender’s title insurance policy and any endorsements or other coverages thereto, (v) one-half of the Title Company’s escrow fees, (vi) any Survey, and (vii) all of Buyer’s due diligence inquiries. Each party shall be responsible for its own attorney’s fees incurred in connection with this transaction. 10. Broker. Buyer and Seller represent and warrant that they have not dealt with any person, firm, real estate broker, or realtor in connection with the sale of the Property and no realtor’s or finder’s fees, brokerage commissions, or other forms of compensation are due to any other realtor or broker in connection with the sale of the Property, except for the brokerage commission equal to one percent (1%) of the Purchase Price, which shall be fully paid by Seller to David Parsley, Firstmark Real Estate, from the Purchase Price at Closing. The Seller hereby agrees to indemnify and hold the Buyer harmless for any breach of Seller’s representations and warranties pursuant to this Section 10. 11. Closing Documents. On or before 12:00 noon on the day of Closing, the Buyer and Seller shall deliver the following respective documents to the Escrow Agent: (a) Seller. (i) the Deed with only those Permitted Exceptions as determined under the terms of this Agreement; (ii) the closing settlement statement; (iii ) an owner’s/Seller’s affidavit of title customarily utilized by the Title Company; and (iv) such other documents as are required by the Title Company and/or are reasonably necessary to fulfill all of Seller’s obligations under the terms of this Agreement. (b) Buyer. (i) the Purchase Price, as adjusted in accordance with the provisions of this Agreement; (ii) executed counterparts of any other documents listed in Section 11(a) required to be signed by the Buyer; and (iii ) such other documents as are required by the Title Company and/or are reasonably necessary to fulfill all of Buyer’s obligations under the terms of this Agreement. Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 8 12. Default. (a) Buyer’s Remedies. If this Agreement becomes a binding contract without any contingencies, then any failure to close escrow which is the fault of Seller constitutes a default by Seller under this Agreement, and upon such default, Buyer shall be entitled, as its sole and exclusive remedy, to either: (i) cancel this Agreement, in which case Buyer shall be entitled to the immediate return of any monies paid; or (ii) institute an action for specific performance, and if specific performance is not available, Buyer shall be entitled to pursue any and all other remedies available at law or in equity. Buyer reserves the right to exercise any and all other legal remedies in the event of a default by the Seller. (b) Seller’s Remedies. If this Agreement becomes a binding contract without any contingencies, and thereafter Buyer fails to perform any of its obligations hereunder prior to the Close of Escrow and fails to cure such default within five (5) days of receipt of written notice of default from Seller, then Seller shall have the right, as its sole and exclusive remedy, to terminate this Agreement. 13. Termination. In the event this Agreement is terminated, or deemed to have been terminated, as provided herein, this Agreement shall be deemed null and void and of no further force and effect, and neither party shall have any further obligation or liability to the other in connection with or under this Agreement, except as expressly provided herein. Notwithstanding the foregoing, or anything contained herein to the contrary, the indemnity provided in Section 10 shall survive the termination or Closing of this Agreement for a period of six (6) months. In the event of a termination, as expressly provided in this Agreement, the Escrow Agent shall deliver any documents delivered to it back to the party which sent the respective documents to the Escrow Agent. 14. Condemnation. Intentionally omitted. 15. Confidentiality. Both Buyer and Seller agree not to disclose the terms of this Agreement nor its existence (collectively, the “Confidential Information”) to any third parties other than: (i) their respective legal counsel, accountants and agents necessary to effectuate this Agreement, (ii) at Buyer’s discretion, as required in order to satisfy the contingencies set forth in Section 19 below, (iii) to the extent the same was or becomes generally known to the public through no wrongful act of the party subsequently disclosing the same, (iv) as required by applicable law (upon reasonable advance notice to the other party, to the extent practicable), including, but not limited to, Ohio’s public records laws, or (v) with the express written consent of the other party. Buyer and Seller shall take such steps as necessary to impose the foregoing obligation on the respective party’s officers, directors, employees, affiliates, representatives, agents and consultants, if applicable. 16. Notice . All notices given under this Agreement shall be in writing and delivered either by (a) the United States Postal Service, certified mail, return receipt requested, postage prepaid; (b) personal delivery; (c) a nationally recognized overnight air courier service; or (d) email; in each case sent, delivered, or emailed to the parties as listed below. Each notice shall be deemed given and received upon the date sent. The lawyer for any party is entitled to give notice Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 9 under the terms hereof. If any party has multiple notice addresses and those notice addresses are identical, then the notice requirement shall be satisfied if a single notice is sent to that same address. Any party may change at any time its notice address by delivering a change of address notice using the foregoing notice procedures. If to Seller: Miller Farm Properties LLC 9335 Iams Road Plain City, Ohio 43064 Attn: Nelson Miller Email: nelsonmiller340@gmail.com With a copy to: Barrett, Easterday, Cunningham, & Eselgroth LLP 7259 Sawmill Road Dublin, OH 43016 Attn: Emily J. Cunningham Email: ecunningham@ohiocounsel.com If to Buyer: City of Dublin, Ohio 5555 Perimeter Drive Dublin, Ohio 43017 Attn: City Manager Email: mocallaghan@dublin.oh.us With a copy to: Frost Brown Todd LLP 10 West Broad Street, Suite 2300 Columbus, Ohio 43215 Attn: Ashrawi, Yazan S. Email: yashrawi@fbtlaw.com 17. Assignment. Buyer shall have the right to assign this Agreement to any affiliated entity, and upon any such assignment, Buyer shall provide a copy of the assignment to the Seller. Any other assignment of this Agreement shall be subject to Seller’s prior written approval. 18. 1031 Exchange. Buyer acknowledges that Seller may elect to complete this transaction so as to qualify for tax-deferred treatment under Section 1031 of the Internal Revenue Code of 1986, as amended (“IRC”), and Buyer agrees to reasonably cooperate with Seller in completing such exchange, provided, however, that the parties agree that non-recognition under Section 1031 of the IRC is not a material inducement to the entry into this Agreement, and that neither of them shall have a claim against the other for rescission or damages, or any other claim, if the exchange transaction set forth in this Agreement does not qualify for non-recognition under Section 1031 of the IRC for any reason. Additionally, the parties hereto agree that Seller shall be solely responsible for any costs, expenses, or liabilities incurred in connection with facilitation of Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 10 the exchange qualifying for non-recognition under Section 1031 of the IRC, and shall indemnify, defend, and hold harmless Buyer from and against any claims, losses, or liabilities arising out of or relating to the same, which indemnity shall survive Closing for a period of one (1) year. The parties agree that any pursuit of non-recognition treatment under Section 1031 of the IRC shall not delay or otherwise affect the timing of the Closing. 19. Contingencies. Notwithstanding anything set forth herein to the contrary, the parties acknowledge and agree that this Agreement and the Closing contemplated herein are expressly contingent upon the following: (a) Approval of the transaction by the City Council of Dublin, Ohio (“Council”) in its sole and absolute discretion, through the adoption of an ordinance (the “Ordinance”), which ordinance shall be pursued through Council’s standard legislative process. The legislative process shall not commence until Buyer has completed all necessary due diligence (including, without limitation, pursuant to the terms of Sections 4 and 5 herein), and has determined, in its sole discretion, that it is otherwise prepared to proceed to Closing. The parties further acknowledge that, pursuant to applicable law, there is a thirty (30) day waiting period following the approval of ordinances adopted by Council, and the Ordinance shall not be deemed effective and formally approved until the expiration of that period (the “Ordinance Effective Date”). (b) Buyer obtaining, in its sole discretion, satisfactory and insurable access to Houchard Road via a right-of-way or easement benefiting the Land. If Buyer determines, in its sole discretion, that such access does not exist, cannot be obtained, or is otherwise unsatisfactory, Buyer may terminate this Agreement by delivering written notice to Seller and Escrow Agent prior to Closing. Upon such termination, this Agreement shall be deemed null and void and of no further force or effect, and the parties shall have no further obligations hereunder except as expressly provided herein. 20. Miscellaneous. (a) Amendment. This Agreement may be changed, waived or amended only in an agreement signed by all parties to this Agreement. (b) Entire Understanding. Except as specifically provided herein, this Agreement contains the entire understanding between the parties relating to the subject matter hereof, and it supersedes any and all prior oral or written understandings or agreements relating to any such matters. (c) Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their successors, assigns, heirs and personal representatives, as applicable, unless this Agreement expressly contains restrictions upon assignment, and in which case, those restrictions shall supersede the terms of this sentence. (d) Headings. The captions of the several sections of this Agreement are not a part hereof, and these captions shall not be used to interpret any of the terms of this Agreement. The Recitals are intended to be a part of this Agreement and are incorporated into the body hereof. Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD 11 (e) Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio without regard to principles of conflicts of laws. For equitable or legal proceedings arising under this Agreement, the parties agree to the exclusive venue and jurisdiction of the state and/or federal courts in Franklin County, Ohio, and each party hereby waives the right to challenge such venue and/or jurisdiction based upon forum non-conveniens or otherwise. (f) Authorizations. All parties signing this Agreement have taken all duly authorized action necessary to authorize the execution of this Agreement and to execute any and all documents related hereto, and each of the parties may rely upon this section of the Agreement without the necessity of having further documentation to evidence such authority. (g) Prevailing Party. Should any action or proceeding be brought to construe or enforce the terms and conditions of this document or the parties’ rights hereunder, the prevailing party shall be entitled to recover from the other party all court costs and reasonable attorneys’ fees and other costs of litigation incurred in such action or proceeding, and this obligation shall survive and not be deemed to have been merged into any such judgment or by the expiration or termination of this Agreement. (h) Consideration. The parties specifically acknowledge, represent and warrant that all of the terms and conditions of this Agreement are adequately and fully supported by consideration. (i) Timing. In computing any period of time under this Agreement, the day of the act or event for which the designated period of time begins to run shall not be included, but the last day of the period shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event, the period shall run through the next business day. (j) Counterparts. This Agreement may be executed in counterparts and shall be fully enforceable so long as all parties have signed either one Agreement or any other required documents in counterpart. This Agreement may be executed with signatures delivered by either facsimile or scanned email, and copies of such signatures so delivered shall be deemed as originals. (k) Rule of Construction. In interpreting any of the provisions of this Agreement, no rules of construction shall be adopted to deem that the Agreement shall be read in favor of any party which may not have participated in drafting one or more provisions of the terms of this Agreement. [End of Agreement – Signatures on Next Page] Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD Yazan S. Ashrawi Assistant Law Director City Manager 11/13/2025 Megan O'Callaghan 13 FISCAL OFFICER’S CERTIFICATE The undersigned, Finance Director of the City of Dublin, Ohio, under the foregoing Agreement, certifies hereby that the moneys required to meet the obligations of the Buyer under the foregoing Agreement during Fiscal Year 2025 have been appropriated lawfully for that purpose, and are in the Treasury of the City of Dublin, Ohio or in the process of collection to the credit of an appropriate fund, free from any previous encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio Revised Code. Dated: , 2025 Name: ____________________ Finance Director City of Dublin, Ohio Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD Matthew Rubino 11/12/2025 EXHIBIT A Approximately 265.185 acres identified as Franklin County, Ohio Parcel Numbers 272-000306-00, 272-000294-00, and 272-000012- 00, and Madison County, Ohio Parcel Numbers 02-00188.000 and 02-00189.000, all as highlighted in yellow below. Docusign Envelope ID: DAD247C4-ACC2-475F-9C76-D5BF781727FD