Ordinance 26-13RECORD OF ORDINANCES
Dayton Legal Blan Inc.
26 -13
[Ordinance No.
MOM
Passed
Form No 30043
20
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER
INTO A REAL ESTATE PURCHASE AGREEMENT WITH WENDY'S
INTERNATIONAL, INC. FOR THE PURCHASE OF 2.37 ACRES, MORE
OR LESS, GENERALLY LOCATED TO THE SOUTHEAST OF RIVERSIDE
DRIVE AND WEST DUBLIN- GRANVILLE ROAD INTERSECTION
WHEREAS, the City of Dublin ( "City ") has been in negotiations with Wendy's
International Inc. ("Wendy's'l over the past several years for the purchase of real
estate; and
WHEREAS, Wendy's ("Seller's is the owner of a certain tract of real property
situated in the City of Dublin, County of Franklin and State of Ohio, such real property
being approximately 2.37 +/- acres and known as tax parcel 273 - 008264 -00,
generally located to the east of the Riverside Drive, south of Dublin- Granville Road,
and adjacent to the intersection of Riverside Drive and Dublin- Granville Road, which
real property is more fully described in Exhibit "A" attached hereto and incorporated
herein by reference; and
WHEREAS, Seller desires to sell to the City, and City desires to purchase from Seller
real property described in Exhibit "A "; and
WHEREAS, the Real Property being purchased is for roadway improvements
including changes to the Riverside Drive and Dublin- Granville Road intersection and
the relocation of Riverside Drive to the east; and
WHEREAS, the City and Seller have come to mutually agreeable terms for the
acquisition of property and negotiated a real estate purchase agreement ("REPA'l in
a form and with terms similar to one attached as Exhibit "13;" and
WHEREAS, the City desires to execute all necessary conveyance documentation to
complete the transaction between Seller and the City.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State
of Ohio, 7 of the elected members concurring that:
Section 1. The City Manager is hereby authorized to execute a REPA in
substantially the same form as the attached Exhibit "B" and all necessary conveyance
documentation to acquire the 2.37 acres, more or less, in fee simple, as depicted in
the attached Exhibit "A."
Section 2. The Seller shall be compensated for the aforementioned property
interests in the amount of Two Million dollars and 00 /100 cents ($2,000,000.00).
Section 3 . This ordinance shall go into effect upon the earliest date permitted by
law.
Passed this � day of _ 2013.
O fficer P40
7"" 1, i May N��
ATTEST:
,_.i�,_27
w ill � Council
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
City of Dublin Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager'
Date: March 21, 2013
Memo
Initiated By: Dana L. McDaniel, Deputy City Manager /Director of Economic Development
Philip K. Hartmann, Attorney, Ice Miller, LLP
Re: Ordinance 26 -13 — Real Estate Purchase Agreement with Wendy's International, Inc.
Background
Ordinance 26 -13 authorizes the City Manager to enter into a Real Estate Purchase Agreement
(REPA) with Wendy's International, Inc. If approved, the City will purchase 2.37 acres, more or
less, and associated improvements, which includes the Wendy's restaurant at the southeast corner
of Riverside Drive and State Route 161 /Bridge Street (See Attachment 1). The REPA is attached for
Council's review. The total purchase price of both the acreage and the associated improvements is
two million dollars ($2,000,000). The agreed upon purchase price represents a compromise exactly
between the appraised values obtained by each party. The purchase of this property will be paid
from the River Ridge Tax Increment Financing (TIF) Fund. The funds have been advanced from
the Capital Improvements Tax Fund and will be repaid as service payments are received from the
TIF district.
As Council may recall, staff has been in discussions with Wendy's International, Inc. regarding the
purchase of this property due to anticipated improvements to the intersection at Riverside Drive
and State Route 161 /Bridge Street. While several scenarios have been reviewed regarding this
intersection improvement, all scenarios will likely impact the ingress and egress to the existing
restaurant. Therefore, staff suggests that it is in the best interest of the City to purchase the entire
site and associated improvements. Wendy's International, Inc. has been most cooperative with this
purchase and intends to construct a new restaurant nearby.
The terms of the REPA are very similar to previous REPAs passed by City Council. Since Wendy's
desires to construct a new restaurant nearby and at the same time minimize the effects on its
current operations, the REPA allows for operations to continue in the current location until a new
restaurant is constructed and operating. Therefore, possession and closing dates are set forth in
the REPA. This is anticipated to occur no later than June 1, 2014.
Recommendation
Staff recommends approval of Ordinance No. 26 -13 at the second reading /public hearing on April
8. Council's action to purchase this property will be supportive of its plans to both improve the
intersection and implement its vision for the Bridge Street District. Please address any questions to
Dana McDaniel or Phil Hartmann.
EXHIBIT A
Wendy's Restaurant and �♦
land to be purchased _ to
n -`
EXHIBIT A
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT ( "Agreement ") is entered
into as of the last date of signature below (the "Effective Date ") by and among the City of
Dublin, Ohio ( "Dublin'), a municipal corporation organized and existing under the
constitution and the laws of the State of Ohio, and Wendy's International, Inc.
( "Wendy's "), an Ohio corporation with offices located at 4288 W. Dublin - Granville
Road, Dublin, Ohio 43017 -2093.
BACKGROUND
WHEREAS, Wendy's is the owner of certain real property consisting of 2.37±
acres generally found to the southeast of the intersection of Riverside Drive and West
Dublin - Granville Road in Dublin, Ohio, which is more particularly depicted and
described in Exhibit A attached hereto and incorporated herein by reference (the
" Riverside Drive Property and
WHEREAS, Wendy's currently operates a restaurant on the Riverside Drive
Property which, due to its proximity to the Wendy's corporate headquarters, serves an
important role for the company with respect to employee training, product testing, and
other corporate initiatives; and
WHEREAS, Dublin is pursuing plans for the redesign of the intersection of
Riverside Drive and West Dublin - Granville Road that will include improvements that
directly impact the Riverside Drive Property (the "Project'); and
WHEREAS, the Project will impact the ability of Wendy's to operate the
restaurant on the Riverside Drive Property; and
WHEREAS, in order to offset the impact of the closing of the restaurant that is
found on the Riverside Drive Property, Wendy's desires to construct a new restaurant at
the southwest intersection of West Dublin - Granville Road and Dale Drive in the City of
Dublin (the " Dale. Drive Property and
WHEREAS, in light of these circumstances Wendy's desires to sell and transfer
and Dublin desires to purchase and acquire the Riverside Drive Property and all
improvements that are found thereon in accordance with the terms of this Agreement; and
WHEREAS, Wendy's has obtained all zoning and final development plan
approval from Dublin necessary to allow the construction of the Dale Drive Property; and
NOW, THEREFORE, in consideration of the promises and covenants contained
herein, the parties hereto agree to the foregoing and as follows:
I. Sale River d D,r_ive Property: Wendy's agrees to sell and convey to Dublin and
Dublin agrees to purchase from Wendy's fee simple title to the Riverside Drive Property,
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including all improvements located thereon. The sale and conveyance shall be made
through the delivery of a limited warranty deed on the terms and conditions set forth in
this Section I.
A. Purchase Price:. In consideration for the transfer of the Riverside Drive Property
by Wendy's to Dublin and all possible impacts of the Project, Dublin shall pay to
Wendy's the purchase price of Two Million Dollars ($2,000,000.00) (the " Purchase
Price ") at the Closing (as that term is defined below) in cash or other immediately
available funds, subject to adjustment for expenses and proration provided for herein.
B. Possession and Closing The closing (the " Closing ") on the sale and transfer of
the Riverside Drive Property by Wendy's to Dublin shall take place upon the earlier
of. (a) a mutually agreeable business day thirty (30) days following the date which
Wendy's opens its restaurant located on the Dale Drive Property for business to the
general public, provided that Wendy's delivers to Dublin thirty (30) days' advance
written notice of the date it will open such restaurant or (b) June 1, 2014 (the "Outside
Closing_Date the date upon which this transaction actually closes is hereinafter
referred to as the " Closing ` Date "). Dublin shall be entitled to full and exclusive
possession of the Riverside Drive Property as of the Closing Date.
C. Costs and-, Expenses Dublin agrees to pay all of the following costs and
expenses: (a) the costs of Closing charged by the Title Company, (b) transfer taxes and
fees, if any; (c) a Commitment (as that term is defined below) and a title insurance
policy; (d) costs of recording the limited warranty deed that conveys the Riverside
Drive Property, (e) Dublin's attorneys' fees, and (f) other matters agreed to be paid by
Dublin in writing. Wendy's agrees to pay all of the following costs and expenses: (1)
Wendy's attorneys' fees, (2) the cost of all municipal services and public utility
charges (if any) due through the Closing Date, and (3) other matters agreed to be paid
by Wendy's in writing.
D. Proration of Real Estate . Taxes Wendy's shall pay or credit against the
purchase price all delinquent real estate taxes, together with penalties and interest
thereon, if any, all assessments which are a lien against the Riverside Drive Property
as of the Closing Date (both current and reassessed, whether due or to become due and
not yet payable for periods accruing prior to closing), all real estate taxes for years
prior to the 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 Dublin a
credit as close in amount as possible to the amount which Dublin will be required to
remit to the County Treasurer for the period of time preceding the Closing Date
hereof. Upon making the proration provided for herein, Wendy's and Dublin agree
that the amount so computed shall be subject to later adjustment should the amount
credited at Closing be incorrect based upon actual tax bills received by Dublin after
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Closing. 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.
E. Title Insurance Dublin shall be permitted to obtain an Owner's ALTA
Commitment Form for title insurance ( " Commitment ') and a title insurance policy for
the Riverside Drive Property issued by the title insurance company of its choice (the
" Title Company ") . Dublin shall have until sixty (60) days after the Effective Date
within which to review the Commitment and any recorded documents referenced
therein (the " Title Review. Period In the event the Commitment contains exceptions
or matters which Dublin finds objectionable, Dublin shall give written notice to
Wendy's of the objection(s) on or before the last day of the Title Review Period. If
the subject of Dublin's objection(s) renders title unmarketable, or will adversely affect
Dublin's proposed use of the Riverside Drive Property, then Wendy's shall make
reasonable efforts to attempt to cure the objection(s) prior to Closing. Wendy's shall
have fifteen (15) days from receipt of written notice of Dublin's objection(s) to
indicate in writing to Dublin whether Wendy's will satisfy such objections or cure
such defects at or prior to Closing, or whether Wendy's does not intend to satisfy such
objections or cure such defects at or prior to Closing. If Wendy's indicates that it does
not intend to satisfy any or all of the objections at or prior to Closing, Dublin must
either (i) terminate this Agreement by giving notice in writing to Wendy's not later
than the tenth (10 day following receipt of written notice that Wendy's will not cure
such objection(s) to title, in which event all parties shall be released from all liability
hereunder except as expressly provided herein to survive termination of this
Agreement, or (ii) waive any such objection(s) and accept title as reflected in the
Commitment, and proceed to close without reduction of the Purchase Price. Dublin
shall be deemed to have waived its objections to title in the event that it has not
terminated this Agreement in the time frame set forth in the preceding sentence. If
Dublin fails to give notice of its objection to title to Wendy's on or before the last day
of the Title Review Period it will be deemed to have approved the condition of title.
All defects in the title that are not objected to or are initially objected to but are
subsequently waived or deemed waived by Dublin are referred to individually as a
" Permitted,Exception 'or together as the " Permitted Exceptions ".
It shall be a condition precedent to Dublin's obligation to proceed to Closing that,
at Closing, the Title Company shall issue the Policy (or a "marked" Title
Commitment) insuring Dublin as the fee simple owner of the Riverside Drive
Property, subject only to the Permitted Exceptions. If the foregoing condition
precedent fails for any reason other than the actions or omissions of Dublin, Dublin
may elect to either (i) proceed to Closing and waive the failure of such condition, or
(ii) terminate this Agreement by delivery of written notice to Wendy's on or prior to
Closing, in which event neither party shall have any further liabilities or obligations
hereunder except for those liabilities and obligations that expressly survive a
termination of this Agreement.
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F. Survey. At Dublin's sole cost and expense, Dublin shall be permitted to prepare
and review its own survey during the Title Review Period (or obtain an update of any
survey provided by Wendy's) and to enter the Riverside Drive Property for the
purpose of preparing the same (any survey of the Riverside Drive Property that is
either existing or prepared by Dublin shall hereinafter be referred to as a "Surve '). If
a Survey shows any adverse matters affecting the Riverside Drive Property to which
Dublin objects, written notice thereof shall be given promptly to Wendy's during the
Title Review Period. Wendy's shall make reasonable efforts to attempt to cure the
objection(s) within thirty (30) days after receipt of written notice of the objections. If
Wendy's cannot satisfy any or all of the objections within thirty (30) days after receipt
of written notice of the objections, Wendy's shall immediately give notice thereof to
Dublin and then Dublin must either (i) terminate this Agreement by giving notice in
writing to Wendy's not later than the tenth (10 day following receipt of written
notice that Wendy's cannot cure such objection(s) to the Survey, in which event all
parties shall be released from all liability hereunder except as expressly provided
herein to survive termination of this Agreement, or (ii) waive any such objection(s) to
the Survey and proceed to close without reduction of the Purchase Price. Dublin shall
be deemed to have waived its objections to the Survey in the event that it has not
terminated this Agreement in the time frame set forth in the preceding sentence. If
Dublin fails to give notice of its objection to the Survey to Wendy's on or before the
last day of the Title Review Period it will be deemed to have approved the Survey.
G. Due Diligence, Investigations. At Dublin's sole cost and expense, Dublin shall
have a period of sixty (60) days from the Effective Date (the " Inspection Period ") in
which to conduct soil, engineering, environmental and other tests with regard to the
Riverside Drive Property and to investigate the Riverside Drive Property and Dublin's
intended use thereof, and otherwise to determine the desirability and utility of the
Riverside Drive Property for Dublin's intended use. In furtherance of its initial
investigation and inspection of the Riverside Drive Property and any subsequent
updates thereof permitted by the terms of this Agreement, Dublin is hereby granted a
revocable, non - exclusive license (the " License ') for itself and its agents, employees,
contractors and consultants to enter upon the Riverside Drive Property for the
purposes of conducting such tests, investigations and inspections as it may deem
appropriate, provided, however, that the conduct of such tests, investigations, and
inspections shall be conducted in a manner which will not unreasonably interfere with
the operation of business upon Riverside Drive Property or the improvements on
Riverside Drive Property and that upon completion of such tests, investigations, and
inspections, Riverside Drive Property will be returned to a condition as close as
possible to that existing prior to such tests, investigations, and inspections, and that the
existing driveways on Riverside Drive Property will not be blocked. If either party
terminates this Agreement pursuant to an express right of termination set forth herein,
or if this Agreement shall automatically terminate pursuant to the express terms
hereof, or if the Closing fails to occur and be consummated (for any reason other than
the default of Wendy's), Dublin shall promptly undertake all activities necessary to
repair any damage or remediate any release or violation of applicable law, in any case
caused by the act, failure to act, or negligence of Dublin, its employees, agents,
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representatives, contractors or others acting on Dublin's behalf, and otherwise restore
the Riverside Drive Property to substantially the same condition in which it existed
prior to the commencement of Dublin's investigations. Dublin hereby agrees to
indemnify and hold Wendy's harmless from any and all liabilities or obligations
incurred as a result of such access to the Riverside Drive Property.
H. W.endy's Materials Simultaneously with the execution of this Agreement by
1 � I
Wendy's, Wendy's shall provide to Dublin copies of any environmental studies,
geotechnical studies, surveys, title policies, soils reports, engineering drawings for the
utilities and services, grading and utility plans and/or studies in its possession (the
"Third Party Reports "). If this Agreement is terminated, Dublin shall return all copies
of all Third Party Reports provided herein by Wendy's to Wendy's within ten (10)
days of the date of such termination. To the extent Dublin endeavors to have any such
studies or reports updated and re- issued or issued to Dublin, Wendy's agrees to
cooperate with Dublin to effectuate same.. Wendy's makes no representations or
warranties as to the accuracy of any information contained in the Third Party Reports.
I. Permitted Encumbrances. The Riverside Drive Property is to be sold and
conveyed subject only to the following:
1. All covenants, restrictions, and easements of record, if any, approved by
Dublin pursuant to Section I(E) and (M) of this Agreement;
2. Any state of facts shown on the Survey contemplated in Section I(F) of this
Agreement approved, deemed approved or waived by Dublin pursuant to Sections
I(F) or (N) of this Agreement;
3. Real estate taxes and assessments, now a lien as specifically provided in
Section I(D) of this Agreement;
4. Zoning and building regulations, ordinances, and requirements imposed by any
governmental authority having jurisdiction over the Riverside Drive Property; and
5. Deed restriction prohibiting future use of the Riverside Drive Property as a
restaurant having drive through window service.
J. Wendy'sftresentations Unless otherwise expressly provided in this
Agreement, Wendy's makes no representations or warranties with respect to the
Riverside Drive Property, and Dublin agrees that it is acquiring the Riverside Drive
Property in its "as-is" condition. To the best of Wendy's knowledge, Wendy's
represents and warrants to Dublin the following as of the Effective Date:
1. The persons executing this Agreement have all the necessary power to do so
and to consummate the transaction described herein. Wendy's is not subject to any
commitment, obligation, default, or agreement or party to any litigation which
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would prevent Wendy's from completing the sale of the Riverside Drive Property
under this Agreement.
2. There is no pending, threatened or contemplated condemnation or similar
proceeding, by a political subdivision other than Dublin, affecting the Riverside
Drive Property or any portion thereof. Wendy's shall present to Dublin, within five
(5) business days after receipt by Wendy's, any notices that it receives relating to
any condemnation that affects the Riverside Drive Property.
3. Wendy's is a "United States Person" within the meaning of Section 1445(f)(3)
of the Internal Revenue Code of 1986, as amended, and shall execute and deliver an
"Entity Transferor" certification at Closing.
K. Tax Free Exchange — Eminent Doman/ Involwntarv.Conversion. Wendy's may
include the Riverside Drive Property in a tax free exchange pursuant to the Internal
Revenue Code Section 1033. Dublin agrees to cooperate with Wendy's, at no cost to
Dublin, to facilitate the tax free exchange, but its obligations in this regard shall be
limited to the execution of documents and it shall have no obligation to locate an
exchange property or to negotiate the acquisition of same. Furthermore, Dublin shall not
be responsible for any tax or economic consequences associated with any Internal
Revenue Code exchange hereunder. Wendy's shall prepare and agrees to pay all costs
relative to the preparation of documents related to the closing of said exchange
transaction as required by any and all IRS regulations.
L. Removal,af Property: Prior to the Closing, Wendy's shall be entitled to:
1. Remove all personal property from the Riverside Drive Property and retain
ownership of all such items that are removed. It is the intent of Wendy's to remove
items such as but not limited to kitchen equipment, dining furniture, and interior
decorations; and
2. Remove all fixtures on the Riverside Drive Property and retain ownership of
all such items that are removed. It is the intent of Wendy's to remove items such as
but not limited to signs and its drive -thru menu board.
M. New D. nfects: From and after the date Effective Date of this Agreement, Wendy's
shall:
1. not encumber its interest and estate in the Riverside Drive Property by
mortgage, deed of trust, or other instrument as security for any indebtedness or
otherwise without the prior written consent of Dublin;
2. not make any change to the condition of or title to the Riverside Drive Property
that would change the condition of title and survey approved, deemed approved or
waived by Dublin pursuant to Sections I(E) and (F), except as required by Section
I(E) or (F) or with the prior written consent of Dublin;
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3. not enter into any contract or agreement with respect to the Riverside Drive
Property that would be binding on Dublin or the Riverside Drive Property after
Closing; and
4. not sell, or assign or create any right, title or interest in, any or all of the
Riverside Drive Property, or create any lien, lease, easement, encumbrance or
charge thereon, without the prior written consent of Dublin.
Dublin may, from time to time, obtain:
1. an endorsements to the Commitment updating same to the respective date and
showing no change in the state of the title to the Riverside Drive Property, except as
specifically permitted hereunder (the " Undated Commitment
2. an update of the Survey obtained during the Title Review Period showing no
change in the condition of the Riverside Drive Property (the " Updated Survev
except as specifically permitted hereunder; and
3. an update of any prior environmental examinations or investigations obtained
during the Inspection Period showing no changes therein (the " Updated,, Reports
except as specifically permitted hereunder.
Any changes shown in the Updated Commitment (other than the Permitted
Exceptions and Permitted Encumbrances), Updated Survey or Updated Reports that
arise between the effective date of the Title Commitment, Survey and environmental
examinations and reports, as the case may be, and the Closing are referred to herein as
"New Defects ". Dublin shall have ten QAJ business days after its receipt of written
notice or an Updated Commitment, Updated Survey or Updated Reports reflecting any
New Defects within which to notify Wendy's in writing of any such New Defects to
which Dublin objects. If the Updated Commitment, Updated Survey or Updated
Reports contains New Defects that Dublin finds objectionable, Dublin shall give
written notice to Wendy's thereof and Wendy's shall make reasonable efforts to
attempt to cure the objection(s) within thirty (30) days after receipt of written notice of
the New Defects. If Wendy's cannot satisfy any or all of the New Defects within
thirty (30) days after receipt of written notice thereof, Wendy's shall immediately give
notice thereof to Dublin and then Dublin must either (i) terminate this Agreement by
giving notice in writing to Wendy's not later than the tenth (1&) day following receipt
of written notice that Wendy's cannot cure such New Defects, in which event all
parties shall be released from all liability hereunder except as expressly provided
herein to survive termination of this Agreement, or (ii) waive any such New Defects
and accept title as reflected in the Updated Commitment or Survey, as applicable, and
proceed to close. In either of such events, Wendy's shall, within ten (10) days after
receipt of an invoice therefor, reimburse Dublin for the reasonable costs of obtaining
such Updated Commitment, Updated Survey or Updated Reports.
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Dublin shall be deemed to have waived its objections to title in the Updated
Commitment, Updated Survey or Updated Reports, as applicable, if it has not
terminated this Agreement in the time frame set forth in the preceding sentence. If
Dublin fails to give notice of its objection to title in the Updated Commitment,
Updated Survey or Updated Reports, as applicable, to Wendy's on or before the
Closing it will be deemed to have approved the condition of title in the Updated
Commitment, Updated Survey or Updated Reports. All New Defects in the Updated
Commitment, Updated Survey or Updated Reports that are not objected to or are
initially objected to but are subsequently waived or deemed waived by Dublin shall be
considered Permitted Exceptions. Notwithstanding anything to the contrary contained
in Section 1(B) above, the Closing shall be extended by such time, if any, as is
necessary to cure any New Defects objected to by Dublin in accordance with the terms
of this Section l (M)(2).
N. Assignment; Neither of the parties hereto may assign its respective benefits
under this Agreement and/or delegate its obligations hereunder to any person or entity
without the prior written consent of the other party. The rights, obligations, and duties
created hereunder shall be binding upon each party's successors and assigns in
interest.
O. Amendment: This Agreement may be amended, modified, or changed only by a
written document properly executed by each of the parties hereto.
P. Notice of Defaglt; Breach Upon the default of a party on its obligations or
duties under this Agreement, the other party shall provide written notice of such
default within a reasonable time after such default occurs. Within fifteen (15) days
after its receipt of the notice of default, the defaulting party shall provide the non-
defaulting party with a detailed written plan to cure. The defaulting party shall then
take all reasonable steps to cure the default within thirty (30) days after its receipt of
the notice of default, unless an extension of such period is mutually agreed upon by
the non - defaulting party in writing. Failure to cure the default within the allotted time
frame shall constitute a breach of the Agreement for which the non - defaulting party
may seek any and all remedies available by law.
Q. Notices; All notices, demands, or other writings given in relation to this
Agreement by either party hereto shall be deemed to have been fully given or sent
when made in writing and deposited in the United States mail, registered and postage
prepaid, and addressed as follows:
If to Dublin: City of Dublin
c/o Marsha Grigsby, Dublin City Manager
5800 Emerald Parkway
Dublin, Ohio 43017
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4264774x4
With a copy to: Stephen J. Smith, Esq.
City of Dublin Law Director
Ice Miller, LLP
250 West Street
Columbus, Ohio 43215
If to Wendy's: Wendy's International
Attn: Chief Development Officer
One Dave Thomas Boulevard
Dublin, Ohio 43017
With a copy to: Ben W. Hale, Jr.
Smith & Hale LLC
37 W. Broad Street, Suite 725
Columbus, Ohio 43215
R. Appl}cable Law: This Agreement shall be governed by, construed, and
interpreted in accordance with the laws of the State of Ohio and the United States.
S. No�ver No delay or failure on the part of any party hereto in exercising any
right, power, or privilege under this Agreement or any other instruments given in
connection with or pursuant to this Agreement shall impair any such right, power, or
privilege or be construed as a waiver of any default or acquiescence therefrom. No
single or partial exercise of any such right, power, or privilege shall preclude the
further exercise of such right, power, or privilege, or the exercise of any other right,
power, or privilege.
T. Severability : • If any provision or provisions of this Agreement shall be held to be
.., S �
invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby, unless the deletion of such provision or provisions would
result in such a material change so as to cause completion of the transactions
contemplated herein to be unreasonable.
U. Secoon . Hea ' gs: The captions appearing next to the section number
designations of this Agreement are for convenience only and do not in any way limit
or amplify the terms and provisions of this Agreement.
V. Entire Agreement: This Agreement constitutes the entire understanding of the
parties hereto with respect to the subject matter hereof and supersedes all prior
negotiations, discussions, undertakings, and agreements between the parties.
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IN WITNESS WHEREOF, Dublin and Wendy's have caused this Real Estate
Purchase Agreement to be executed in their respective names by their duly authorized
officers as of the last date of signature below.
CITY OF DUBLIN, OHIO
By:
Printed: Marsha I. Grigsby
Title: City Manager
Date:
By:
Approved as to Form:
Printed: Angel Mumma
Title: Director of Finance
Date:
By:
Printed: Stephen J. Smith
Title: Director of.,Law
Date:
WENDY'S INTERNATIONAL, INC.
By:
Printed:
Title:
Date:
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FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Economic
Development and Tax Increment Financing Agreement, certifies hereby that the monies
required to meet the obligations of the City during the year 2010 under the foregoing
Economic Development and Tax Increment Financing Agreement have been appropriated
lawfully for that purpose, and are in the Treasury of the City or in the process of collection
to the credit of an appropriate fund, free from any previous encumbrances. This Certificate
is given in compliance with Ohio Revised Code Sections 5705.41 and 5705.44.
Dated: , 2013
Angel L. Mumma
Director of Finance
City of Dublin, Ohio
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EXHIBIT A
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