HomeMy WebLinkAboutOrdinance 100-13RECORD OF ORDINANCES
Dayton Legal Blank, Inc. Form No. 30043
ance No.
100 -13
Passed .20
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO
EXECUTE NECESSARY CONVEYANCE DOCUMENTATION TO
ACQUIRE 7.54 ACRES, MORE OR LESS, FEE SIMPLE INTEREST
LOCATED EAST OF NORTH HIGH STREET AND WEST OF THE
SCIOTO RIVER FROM CRAWFORD HOYING FOR PARKLAND
AND RIGHT OF WAY, AND DECLARING AN EMERGENCY.
WHEREAS, Crawford Hoying is in contract with FHTT, LLC, the owner of real property with
a commonly known address of 100 North High Street situated in the City of Dublin, County of
Franklin and State of Ohio, such real property containing 3.21 gross acres, more or less, with a
tax parcel number 273 - 000108 which is depicted in Exhibit "A " , and
WHEREAS, 94 North High, an affiliate of Crawford Hoying, is the owner of a certain tract of
real property with the commonly known address of 94 North High Street situated in the City of
Dublin, County of Franklin and State of Ohio, such real properties containing 7.25 gross acres,
more or less, with a tax parcel number of 273 - 000004, which real property is adjacent to 100
North High Street and depicted on Exhibit "A" (said real property and 100 North High Street,
together with all appurtenances and hereditaments thereto, are hereinafter referred to as the
"Parcel "; and
WHEREAS, the Parcel is improved real property located in the Bridge Street Corridor District
of the City adjacent to the Scioto River to the east and Riverside Drive to the west; and
WHEREAS, Crawford Hoying desires to sell and the City desires to purchase certain portions
of the Parcel described and depicted in Exhibit `B " , attached hereto and made a part hereof,
consisting of 7.54 gross and 6.66 net acres (excluding present road occupied "PRO "), (the
" Premises "); and
WHEREAS, the City and Sellers desire to execute all necessary conveyance and
accompanying documentation to complete the transaction between Sellers and the City.
NOW, T BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, LJ of the elected members concurring that:
Section 1. The City Manager is hereby authorized to execute all necessary conveyance
documentation, including but not limited to, the real estate purchase agreement in substantially
the same form as the ones attached hereto as Exhibit "C ", with changes not inconsistent with
this Ordinance, not substantially adverse to the City and which shall be approved by the City
Manager and Finance Director to acquire the combined 7.54 acres (with 0.880 acres as present
road occupied), more or less, in fee simple, as depicted in the attached Exhibit "B ". The
approval of changes thereto by those officials, and their character as not being substantially
adverse to the City, shall be evidenced conclusively by their execution thereof.
Section 2. Sellers shall be compensated for the aforementioned property interests in the
amount Two Million Four Hundred Thousand Dollars ($2,400,000.00) for the Premises.
Section 3. This ordinance is hereby declared to be an emergency necessary for the
immediate preservation of the public health, safety and welfare. The acquisition of the property
interests described herein is necessary to further economic development efforts within Dublin
and is thus necessary for the immediate preservation of the public welfare of the citizens of
Dublin.
4 9 Passed this 1 day of D le 0 Q" - e 2013.
r
Mayor - P si 'ng Officer
ATTEST:
Clerk of Council
I cityof Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager `(Nc
Date: December 5, 2013
Initiated By: Terry Foegler, Director of Strategic Initiatives /Special Projects
Memo
Re: Ordinance 100 -13— Authorizing the City Manager to Execute Necessary
Conveyance Documentation to Acquire 7.54 Acres, More or Less, Fee Simple
Interest Located East of North High Street and West of the Scioto River from
Crawford Hoying for Parkland and Right of Way, and Declaring an Emergency.
(Request to dispense with public hearing).
Background /Summary
As Council is aware, the City has been engaged in the planning and design of several important
public infrastructure improvement projects including the purchase of property adjacent to the
Scioto River for Parkland in the Bridge Street District. These projects have received increased
attention in recent months with the Bridge Street River Corridor urban design framework planning
effort. These efforts further refined the planning for the river front parkland and Right of Way and
other related public improvement projects in the area.
The property authorized for purchase by this ordinance will constitute another of the key parcels of
land for the planned west side Scioto River park, providing a logical expansion of the parkland
recently acquired from John Kilbury, immediately north of these parcels. The configuration of the
proposed acquisition sites is consistent with the most recent conceptual planning for the river
corridor park area. As Council is aware, river fronting park land and open space were among the
highest priorities expressed by Dublin citizens in our recent citizen survey, when asked about the
City's future park and open space investment needs.
94 N High Street, Acquisition, LLC, an affiliate of Crawford Hoying, is the owner of 94 North High
Street in Historic Dublin. The property is improved with a parking lot and office building and
consists of 7.25 acres. If authorized by Council, the City will be acquiring 4.33 acres of mostly
unimproved land from this parcel, adjacent to the west shore of the Scioto River, for park and park
access purposes. In addition, the City will be acquiring .45 acres of PRO from this parcel along the
east side of N. High St., making the gross land purchase from this site 4.78 acres.
Crawford Hoying is in contract with FHIT, LLC, the owner of real property at 100 North High Street
in Historic Dublin. The property is improved with an office building and consists of 3.21 acres. The
City will be acquiring the 2.33 acres that is encumbered with the northern most portion of the
Office building, as well as .43 acres of PRO, for a total purchase of 2.76 acres. The City is not
acquiring the Office Building, only the land underneath the building, and will not be responsible for
any leases relating thereto. All tenant issues will be the responsibility of Crawford Hoying.
Exhibit "A" identifies the new parcels of Property the City is proposing to acquire. The total size of
the parcels to be acquired is 7.54 acres. Crawford Hoying will be required, at its own cost, to demo
Memo re. Ordinance 100 -13 Land Purchase — Crawford Hoying
December 5, 2013
Page 2of2
the 100 North High Street building at the City's direction, but no sooner than one year from
closing, removing the building encumbrance on the City's property.
The proposed City purchase price is supported by an independent appraisal, performed by Robert
Weiler Company. The necessary initial funding for this acquisition will come from an advance from
the General Fund. It is anticipated that this advance will be repaid over time from service
payments received from the establishment of a Bridge Street District Tax Increment Financing
(TIF) area. Ordinance 97 -13, an Ordinance amending the annual appropriations for 2013, includes
the funding authorization needed for the acquisition of this property. Ordinance 102 -13 authorizes
the City Manager to execute all necessary conveyance documentation, including the Real Estate
Purchase Agreement attached to the Ordinance as Exhibit "C" to acquire the combined 7.54 acres,
more or less, in fee simple, as described and depicted in the attached Exhibit "B" of the Ordinance.
Recommendation
Staff is recommending that Council pass Ordinance 100 -13 by emergency at its December 9, 2013
meeting. The recommended emergency action is necessary because the real estate purchase
agreement for 100 North High Street requires Crawford Hoying to close no later than December
15, 2013.
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PROPERTY EXHIBIT - 94 N H GH ST AND 100 N HIGH ST
BRIDGE STREET CIVIC CORE DECEMBER 3, 2013
EXHIBIT B
AREA 1
0.447 ACRE
Situated in the State of Ohio, County of Franklin, City of Dublin, lying in Survey
Number 2542 of the Virginia Military District, and being 0.447 acre of that 7.253 acre tract
conveyed to 94 N. High Street Acquisition, LLC by deed of record in Instrument Number
201212210197480 (all references are to the records of the Recorder's Office, Franklin County,
Ohio) and being more particularly described as follows:
Beginning, for reference, at the centerline intersection of High Street with the portion of
North Street east of High Street;
thence North 08° 24' 12" West, with the centerline of High Street, a distance of 210.37
feet, to a southeasterly comer of the remainder of the 1.283 acre tract conveyed to the Village of
Dublin by deed of record in Deed Book 3759, Page 134;
thence North 12° 31' 24" West, with the easterly line of said 1.283 acre tract, a distance
of 5.14 feet, to the southwesterly corner of said 7.253 acre tract, being the TRUE POINT OF
BEGINNING;
thence North 12° 31' 24" West, with a westerly line of said 7.253 acre tract, said easterly
line, the easterly line of the 2.2111 acre tract conveyed to Board of Trustees of the Columbus
Metropolitan Library by deed of record in Official Record 30344J03, and the easterly line of the
remainder of the 18.15 acre tract conveyed to Board of Education Washington Local School
District, Franklin County, Ohio by deed of record in Deed Book 2067, Page 232, a distance of
363.02 feet, to a point;
thence across said 7.253 acre tract, the following courses:
North 85° 17' 08" East, a distance of 67.41 feet, to a point;
South 08 16' 21" East, a distance of 374.25 feet, to a southerly line of said 7.253 acre
tract and the northerly line of Lot 133 of the City of Dublin;
thence with the southerly boundary of said 7.253 acre tract, the following courses:
South 81 36' 15" West, with the northerly line of said Lot 133, a distance of 6.96 feet, to
the easterly right -of -way line of High Street;
North 08 24' 12" West, with said easterly right -of -way line, a distance of 16.50 feet, to a
point;
South 81 36' 15" West, a distance of 33.37 feet, to the TRUE POINT OF BEGINNING,
containing 0.447 acre, more or less.
This description is NOT to be used for the transfer of real property.
EVANS, MECHWART, HAMBLETON & TILTON, INC.
JMM:sg
Area 10 447 ac 20130451.docx
EXHIBIT B
AREA 2
4333 ACRES
Situated in the State of Ohio, County of Franklin, City of Dublin, lying in Survey
Number 2542 of the Virginia Military District, and being 4.333 acres of that 7.253 acre tract
conveyed to 94 N. High Street Acquisition, LLC by deed of record in Instrument Number
201212210197480 (all references are to the records of the Recorder's Office, Franklin County,
Ohio) and being more particularly described as follows:
Beginning, for reference, at the centerline intersection of High Street with the portion of
North Street east of High Street;
thence North 81° 36' 15" East, with the centerline of North Street, a distance of 251.02
feet, to a point;
thence North 08° 23' 45" West, across the right -of -way of North Street, a distance of
33.00 feet, to a southerly line of said 7.253 acre tract and the northerly right -of -way line of North
Street, the TRUE POINT OF BEGINNING;
thence across said 7.253 acre tract, the following courses:
North 08° 02' 35" West, a distance of 148.24 feet, to a point of curvature;
with the are of a curve to the right, having a central angle of 09° 59' 42 ", a radius of
524.43 feet, an arc length of 91.48 feet, a chord bearing of North 02° 34' 11" West and chord
distance of 91.37 feet, to a point of reverse curvature;
with the arc of a curve to the left, having a central angle of 08° 00' 17 ", a radius of
435.56 feet, an arc length of 60.85 feet, a chord bearing of North 01° 05' 56" West and chord
distance of 60.80 feet, to a point of tangency;
North 04° 42' 11" West, a distance of 333.66 feet, to a northerly line thereof and a
southerly line of the 3.225 acre tract conveyed to BFH River Building Company by deed of
record in Instrument Number 199903100060119;
thence with the boundary common to said 7.253 acre and 3.225 acre tracts, the following
courses:
North 85° 17' 08" East, a distance of 35.85 feet, to a point;
South 18° 57' 52" East, a distance of 111.43 feet, to a point;
North 85 17' 08" East, a distance of 282.69 feet, to a common corner thereof,
South 12° 51' 32" East, with the easterly line of said 7.253 acre tract, a distance of
447.20 feet, to a southeasterly corner thereof and the northeasterly coiner of the 0.619 acre tract
conveyed to B.E.T. Investments I, LLC by deed of record in 200506060108846;
thence South 75° 52' 09" West, with a line common to said 7.253 acre and 0.619 acre
tracts, a distance of 356.00 feet, to a common corner thereof;
thence South 25 09' 03" East, with said common line, a distance of 21.93 feet, to a
common corner thereof;
thence South 81° 36' 15" West, partly with said common line, partly with said northerly
right -of -way line, and with a southerly line of said 7.253 acre tract, a distance of 64.62 feet, to
the TRUE POINT OF BEGINNING containing 4.333 acre, more or less.
This description is NOT to be used for the transfer of real property.
EVANS, MECHWART, HAMBLETON & TILTON, INC.
JMM:sg
Am3 4_333 ac 20130451.docx
EXHIBIT B
AREA 3
2.767 ACRES
Situated in the State of Ohio, County of Franklin, City of Dublin, lying in Survey
Number 2542 of the Virginia Military District, and being 2.767 acres of the 3.225 acre tract
conveyed to BFH River Building Company, Ltd. by deed of record in Instrument Number
199903100060119 (all references are to the records of the Recorder's Office, Franklin County,
Ohio) and being more particularly described as follows:
Beginning, for reference, at the centerline intersection of High Street with the portion of
North Street east of High Street;
thence North 08° 24' 12" West, with the centerline of High Street, a distance of 210.37
feet, to a southeasterly corner of the remainder of the 1.283 acre tract conveyed to the Village of
Dublin by deed of record in Deed Book 3759, Page 134;
thence North 12° 31' 24" West, with a westerly line of the 7.253 acre tract conveyed to
94 N. High Street Acquisition, LLC by deed of record in Instrument Number 201212210197480,
said easterly line, the easterly line of the 2.2111 acre tract conveyed to Board of Trustees of the
Columbus Metropolitan Library by deed of record in Official Record 30344703, and the easterly
line of the remainder of the 18.15 acre tract conveyed to Board of Education Washington Local
School District, Franklin County, Ohio by deed of record in Deed Book 2067, Page 232, a
distance of 368.16 feet, to a northwesterly comer of said 7.253 acre tract and the southwesterly
comer of said 3.225 acre tract, being the TRUE POINT OF BEGINNING;
thence with the easterly line of said 18.15 acre tract and the westerly line of said 3.225
acre tract, the following courses:
North 12° 31' 24" West, a distance of 1.40 feet, to a point;
North 09° 51' 4T' West, a distance of 196.31 feet, to a common corner thereof and on the
southerly line of the tract conveyed to John H. Kilbury by deed of record in Deed Book 3548,
Page 475 and Instrument Number 201108290107773;
thence with the northerly boundary of said 3.225 acre tract and partly with the southerly
boundary of said John H. Kilbury tract, the following courses:
North 81 45' 20" East, a distance of 86.26 feet, to a point;
North 71 58' 31" East, a distance of 198.00 feet, to a point;
North 75° 08' 31" East, a distance of 356.77 feet, to a northeasterly corner of said 3.225
acre tract;
thence South 12° 51' 32" East, with the easterly line of said 3.225 acre tract, a distance of
313.80 feet, to a southeasterly comer thereof and the northeasterly comer of said 7.253 acre tract;
thence with the common boundary of said 3.225 acre and 7.253 acre tracts, the following
courses:
South 85 17' 08" West, a distance of 282.69 feet, to a point;
North 18° 57' 52" West, a distance of 111.43 feet, to a point;
South 85° 17' 08" West, a distance of 35.85 feet, to a point;
thence across said 3.225 acre tract, the following courses:
North 04° 42' 11" West, a distance of 74.48 feet, to a point;
South 71 ° 58' 31" West, a distance of 257.84 feet, to a point;
South 08 16' 21" East, a distance of 123.36 feet, to a line common to said 3.225 acre
and 7.253 acre tracts;
thence South 85° 17' 08" West, with said common line, a distance of 67.41 feet, to the
TRUE POINT OF BEGINNING, containing 2.767 acre, more or less.
This description is NOT to be used for the transfer of real property.
EVANS, MECHWART, HAMBLETON & TILTON, INC.
1MM:sg
Area3 2 767 ac 20130451.docx
EXHIBIT "C"
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (hereinafter the " Agreement ") is
made and entered into on the _ day of , 2013 (the ' Effective Date ") by
and between the City of Dublin, Ohio, an Ohio municipal corporation ( "Purchaser "), having an
office at 5200 Emerald Parkway, Dublin, Ohio 43017 -1006, and Crawford Hoying LTD ( "CH ")
and 94 N High Street, Acquisition, LLC ( "94 North High ") ( "Sellers "), Ohio limited liability
companies with a common address of 555 Metro Place North, Suite 600, Dublin, Ohio 43017
(Purchaser and Sellers referred to together as "Parties ").
BACKGROUND INFORMATION
WHEREAS, 94 North High is the owner of a certain tract of real property with the
commonly known address of 94 North High Street situated in the City of Dublin, County of
Franklin and State of Ohio, such real properties containing 7.25 gross and 6.46 net acres
(excluding present road occupied "PRO "), more or less, with a tax parcel number of 273 - 000004,
which real property is more fully described on Exhibit "A " , attached hereto and made a part
hereof (said real property, together with all appurtenances and hereditaments thereto, shall be
referred to as the "Parcel 94 ");
WHEREAS, CH is in contract with FHIT, LLC, an Ohio limited liability company, the
owner of real property with a commonly known address of 100 North High Street situated in the
City of Dublin, County of Franklin and State of Ohio, such real property containing 3.21 gross
and 2.68 net acres (excluding present road occupied "PRO "), more or less, with a tax parcel
number 273 - 000108 and is legally described on Exhibit "B " , attached hereto and made a part
hereof (said real property, together with all appurtenances and hereditaments thereto, shall be
referred to as the " Parcel 100" AND "Parcel 94" and "Parcel 100" shall be referred to together
as the "Parent Parcels ");
WHEREAS, the Parent Parcel is improved real property located in the Bridge Street
Corridor District of the City adjacent to the Scioto River to the east and Riverside Drive to the
west;
WHEREAS, Sellers desire to sell and Purchaser desires to purchase from Sellers certain
portions of the Parent Parcel described and identified in Exhibit "C " , attached hereto and made a
part hereof, consisting of 7.54 gross and 6.66 net acres (excluding present road occupied
"PRO "), more or less, (said real property, together with all improvements constructed thereon,
and all rights, appurtenances and hereditaments appertaining thereto, shall hereinafter be referred
to as the " Premises ");
WHEREAS, Sellers and Purchaser agree to work in good faith with ODOT to transfer the
PRO to the party designated in Exhibit "C";
WHEREAS, Purchaser agrees to extend North Riverview Street in the proposed Right of
Way ( "ROW ") identified on Exhibit "C" and to the extent this preliminary design needs to be
4324367v1
adjusted or expanded, Sellers agree to sell to Purchaser the necessary ROW or Easements as
needed for the health safety and welfare of the City of Dublin for the per acre land value stated
herein of One Hundred Fifty Thousand Dollars ( "$150,000 ").
STATEMENT OF THE AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree to the foregoing Background
Information and as follows:
ARTICLE I
PURCHASE AND SALE OF REAL PROPERTY
1.01 Agreement. On the terms and conditions set forth below, Sellers hereby agree to sell
to Purchaser and Purchaser hereby agrees to purchase from Sellers the Premises which will be
divided from the Parent Parcels.
ARTICLE II
PURCHASE PRICE, FUTURE PURCHASES AND RIGHT OF FIRST REFUSAL
2.01 Purchase and Sale of the Premises The total price for the Premises shall be Two
Million Four Hundred Thousand and 00 /100 Dollars ($2,400,000.00) (the " Purchase Price "),
payable by Purchaser to Sellers in cash or by immediately available wired funds at the Closing,
subject to prorations, credits, allowances and other adjustments specifically provided for herein.
2.02 Purchase of Additional PropgIly for Right of Way The Parties understand the
City's current engineering plans for the Right of Way are preliminary in nature and upon
finalization of the same may require less or additional portions of the Parent Parcels. In the
event that minor adjustments are required for the construction of the Right of Way, the Parties
agree to adjust the amount of land being purchased by Purchaser, or sold back to Sellers, at a
predetermined price of One Hundred and Fifty Thousand Dollars ($150,000) per acre (includes
any damage to the residue) for any transfer required as a result of and in the Purchaser's sole
discretion for the final plans similar to the terms and conditions contained herein.
ARTICLE III
CONTINGENCIES
3.01 Contingent Agreement This Agreement shall be completely contingent upon
Purchaser's satisfaction or Purchaser's waiver of the contingencies set forth in Section 3.02
below (the "Contingencies "), by December 13, 2013 (the "Contingency Period "). The date upon
which all Contingencies are either satisfied or waived, pursuant to Section 3.03 or otherwise,
shall be referred to as the "Contingency Date ".
3.02 Contingencies The Contingencies are as follows:
(a) Dublin City Council approving of this Agreement and appropriating sufficient
funds to purchase the Premises;
(b) Purchaser and Sellers shall have agreed upon the configuration of the Premises,
which shall necessitate a lot split or similar procedure (the "Lot Split ") from the
Parent Parcels. Purchaser and Sellers shall work cooperatively together to prepare
all necessary applications to be submitted to the governmental authorities to affect
the Lot Split, all at Purchaser's sole cost and expense;
(c) Purchaser shall determine that the Premises shall have soil conditions, as
determined by engineering tests or studies satisfactory to Purchaser, which
without substantial corrective measures, permit construction thereon of the
improvements within the Premises;
(d) Purchaser shall determine that the necessary Right of Way (or a substantial
portion thereof) is not located within a flood plain and that the Premises shall
have drainage conditions acceptable to Purchaser, in its sole discretion;
(e) Purchaser shall obtain, or satisfy itself that it can obtain, any and all easements
benefiting the Right of Way, or the cancellation of any and all easements
encumbering the Right of Way, which may be necessary or desirable for the
Development;
(f) Purchaser shall receive a report, prepared by a certified environmental engineer
selected by Purchaser, indicating that the Premises (including improvements
located thereon) are 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;
(g) Purchaser shall have determined, in its sole judgment, that the development of the
Premises for Purchaser's intended use is economically and physically feasible;
and
(h) Closing of the purchase of Parcel 100 by Sellers.
3.03 Notice of Satisfaction or Waiver The Contingencies above shall be deemed to have
been satisfied or waived, unless on or before the expiration of the Contingency Period, Purchaser
gives to Sellers notice of Purchaser's failure to satisfy the Contingencies. Upon delivery of such
notice, this Agreement shall terminate and thereafter both parties shall be fully released from all
further liability and obligations hereunder.
ARTICLE IV
SUBMISSION MATERIALS
4.01 Sellers' Cooperation Sellers shall, within one (1) day after the Effective Date,
submit to Purchaser the following information and/or materials not already provided by the
Sellers, to the extent the same is available, for use by Purchaser in preparation for the purchase
of the Premises.
(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;
3
(b) Soils reports for the Premises;
(c) Environmental studies of the Premises; and
(d) Copies of the title insurance policies issued upon Sellers acquisition of the Parent
Parcels.
All materials provided to Purchaser pursuant to this Article IV 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. Sellers hereby agree to cooperate with Purchaser in all
respects during the term of this Agreement, including Sellers' joining in the execution of any and
all reasonable applications, instruments, licenses and documents contemplated pursuant hereto.
ARTICLE V
EVIDENCE OF TITLE
5.01 Title Commitment Purchaser may obtain a commitment (a "Title Commitment ")
from a title insurance company licensed to do business in the State of Ohio to issue an ALTA
Owner's Title Insurance Policy (Form 6/17/06) in the full amount of the Purchase Price of the
Premises (the "Title Policy "). The cost of the Title Policy shall be split between Purchaser and
Sellers. The Title Commitment will be certified to the Effective Date and will include copies of
all recorded documents evidencing title exceptions raised in Schedule B of the Title
Commitment. On or before the date of Closing, the Title Commitment must show in Sellers
good and marketable title to the Premises, free and clear of the standard printed exceptions
contained in Schedule B of said commitment and the Title Policy, and free and clear of all liens,
charges, encumbrances and clouds of title, whatsoever, except the following (collectively, the
"Permitted Encumbrances "):
(a) Those created or assumed by Purchaser;
(b) Zoning ordinances, legal highways and public rights -of -way which do not
interfere with the Premises;
(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 Purchaser which do not
interfere with the Premises.
If the legal description for the Premises includes more than one parcel, the title
commitment shall state affirmatively that all parcels of land are contiguous. The title
commitment shall fully and completely disclose all easements, negative or affirmative, rights -of-
way, ingress or egress or any other appurtenances to the Premises, and shall provide insurance
coverage in respect to all of such appurtenant rights. The title commitment shall include the
results of a special tax search and examination for any financing statements filed of record which
may affect the Premises.
5.02 Endorsement at Closing At the Closing, Sellers shall provide Purchaser with
4
endorsements to the title commitment updating the commitment to the respective date and
showing no change in the state of the title to the Premises (other than mortgages which shall be
released by Sellers at the Closing). After Closing, a final owner's title insurance policy shall be
issued in the amount of the Purchase Price.
5.03 Survey Purchaser may, at its 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
Purchaser and the title insurance company. Subject to the approval of the title insurance
company, the legal description set forth on the survey shall be used in the title insurance
commitment and policy and in all documents of transfer contemplated hereby. The survey shall
be sufficient to waive or insure over any and all questions or survey.
5.04 Status of Title; Permitted Encumbrances; Objections Up and until the close of
business on December 13, 2013, Purchaser may provide Sellers with written objections to the
extent that the Title Commitment reveals matters other than the Permitted Encumbrances (the
" Objections ") which constitute a monetary lien or may interfere with Purchaser's use of the
Premises for its intended purpose. Purchaser's failure to make Objections within such time
period will constitute a waiver of Purchaser's right to make Objections. Sellers shall satisfy
Objections or Purchaser waives the objections at the Closing. In the event Sellers elect not to
cure the Objection(s), Purchaser may terminate this Agreement by giving notice of termination to
Sellers at closing. Sellers shall provide Purchaser with evidence, satisfactory to Purchaser, in its
sole discretion, that the Objections will be fully cured and/or released on the date of Closing or
that the Title Company will issue satisfactory endorsements to the final Title Policy insuring
against the risks associated with same. In the event the Objections are not cured or removed, or
in the event Sellers cannot provide satisfactory evidence that the Objections will be cured on or
before the date of Closing or that satisfactory endorsements to the Title Policy will be issued,
Purchaser shall make its election, at closing, by written notice to Sellers, to either:
(1) Accept title to the Premises, at which point such uncured Objections shall
be
Permitted Encumbrances hereunder; or
(2) Terminate this Agreement.
Purchaser's failure to make its election at closing shall constitute Purchaser's election to accept
title to the Premises, at which point such uncured Objections shall be Permitted Encumbrances
hereunder.
ARTICLE VI
DEED AND OTHER DOCUMENTS
6.01 General Warranty Deed Sellers shall, at the Closing, convey fee simple title to the
Premises to Purchaser by a duly and validly executed, recordable general warranty deed, free and
clear of all liens and encumbrances, except those permitted pursuant to the provisions of Article
V hereof.
6.02 Other Documents Purchaser and Sellers agree that such other documents as may be
legally necessary or appropriate to carry out the terms of this Agreement shall be executed and
delivered by the appropriate party at Closing. Such documents shall include, but not be limited
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to a closing statement, Sellers' affidavit regarding liens, unrecorded matters and possession and,
if requested, Sellers' affidavit regarding the warranties and representations set forth in Article XI
hereof.
ARTICLE VII
POSSESSION AND INSPECTION
7.01 Tests and Engineering eering Studies For and during the entire period that this
Agreement is in effect, Purchaser shall, at its sole cost, have the right through Purchaser's
associates, employees and/or contractors and agents to enter upon the Premises and cross any
adjacent lands of Sellers for access to the Premises for the purpose of surveying, inspecting,
making contour surveys, temporary excavations (to be refilled by Purchaser as promptly as the
same shall have served their purpose), test borings and other purposes required by Purchaser to
enable Purchaser to ascertain whether it is feasible to complete the proposed development of the
Premises for the Intended Purpose.
ARTICLE VIII
CLOSING
8.01 Closing Date The purchase and sale of the Premises shall be closed (the "Closing ")
simultaneously with the closing by CH on the purchase of Parcel 100 (the "Closing Date ").
8.02 Closing and Possession Sellers and Purchaser agree that the purchase and sale of
the Premises shall be closed (the " Closing ") no later than December 15, 2013. Said Closing shall
be held at a time and place in Franklin County, Ohio as shall be selected by Purchaser, and
agreed to by Sellers.
8.03 Sellers Closing Documents. In addition to the deed described in Article VI, at the
Closing, Sellers shall deliver to Purchaser: (i) a closing statement showing the Purchase Price
and all charges or credits to Purchaser or Sellers provided for herein, (ii) all consents, affidavits
or other documents reasonably and customarily required to issue the Title Policy, (iii) such
evidence of authority as Purchaser or the title company issuing the Title Policy reasonably may
deem necessary to evidence the authority of Sellers to enter into this Agreement and to
consummate the transactions contemplated hereby, (iv) an affidavit that Sellers are not non-
resident "aliens ", "foreign corporation ", "foreign partnership ", "foreign trust ", or "foreign estate"
within the meaning of the Internal Revenue Code and Regulations thereunder.
8.04 Purchaser's Closing Documents. At the Closing, Purchaser shall deliver to
Sellers: (i) the Purchase Price, (ii) a closing statement showing the Purchase Price and all charges
or credits to Purchaser or Sellers provided for herein, (iii) such evidence of authority as Sellers or
the title company issuing the Title Policy reasonably may deem necessary to evidence the
authority of Purchaser to enter into this Agreement and to consummate the transactions
contemplated hereby, (iv) an assignment and assumption agreement with respect to any tenant
leases on the Premises, pursuant to which (A) Purchaser shall assign all of its interest in the
leases which encumber the Premises (including any security deposits) to Sellers, and (B) Sellers
shall assume said tenant leases.
ARTICLE IX
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APPORTIONMENTS AND ADJUSTMENTS
9.01 Adjustments at Closing On the Closing Date, Purchaser and Sellers 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 real estate taxes for years prior to closing, real estate taxes for the
year of Closing, prorated through the Closing Date and all agricultural use tax
recoupments for years through the year of Closing. 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 Purchaser a credit
in an amount as close as possible to the amount which Purchaser will be required
to remit to the County Treasurer for the period of time preceding the Closing Date
hereof. This amount shall include any possible taxes relating to the office
building improvement that the County may deem to be due and owing from the
Purchaser. The agreed upon amount so computed by the Parties shall be final,
except as to the amount the County Auditor attributes to the value, if any, placed
on "Improvements" to the Premises after closing. The Sellers agree to reimburse
the Purchaser for any taxes attributed to "Improvements." To receive
reimbursement the Purchaser must make a request for reimbursement from the
Sellers in writing within Sixty (60) days of paying the same and Sellers shall
reimburse within thirty (30) days of receiving the request to the address in Article
XII for Purchaser. Seller warrants and represents that all assessments now a lien
are shown on the County Treasurer's records and that to the best of Sellers'
knowledge, 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 neither Sellers nor any of its agents,
employees or representatives have received notice, oral or written, or have
knowledge of any proposed improvement, any part of the cost of which would or
might be assessed against the Premises. 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;
(b) Sellers' Expenses Sellers shall, at the Closing (unless previously paid), pay by
credit against the Purchase Price the following:
W One -half the cost of the Title Policy;
(ii) The cost of all municipal services and public utility charges (if any) due
through the Closing Date; and
(iii) One -half (1/2) the fee, if any, charged by the title insurance company for
closing the transaction contemplated herein.
(c) Purchaser's Expenses Purchaser shall, at the Closing (unless previously paid),
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pay the following:
(i) The cost of the Title Commitment for the Premises;
(ii) The recording fees required for recording the general warranty deed;
(iii) The cost of the survey referred to in Section 5.03;
(iv) One -half (1/2) of the cost of the Title Policy; and
(iii) One -half (1/2) the fee, if any, charged by the title insurance company for
closing the transaction contemplated herein.
(d) Brokers Sellers hereby warrant and represent to Purchaser that Sellers have not
engaged or dealt with any broker or agent in regard to this Agreement. Sellers hereby agree to
indemnify Purchaser and hold Purchaser harmless against any liability, loss, cost, damage, claim
and expense (including, but not limited to, attorneys' fees and costs of litigation) which
Purchaser shall ever incur or be threatened with because of any claim of any broker or agent
claiming through Sellers, whether or not meritorious, for any such fee or commission. Purchaser
hereby represents and warrants to Sellers that Purchaser has not engaged or dealt with any broker
or agent in regard to this Agreement. Purchaser agrees to indemnify, to the extent permitted by
law, Sellers and hold Sellers harmless against any liability, loss, cost, damage, claims and
expense (including, but not limited to, attorneys' fees and cost of litigation) which Sellers may
ever suffer, incur, or be threatened with because of any claim by any broker or agent claiming
by, through or under Purchaser, whether or not meritorious, for any such fee or commission.
ARTICLE X
DEMOLITION OF 100 NORTH HIGH OFFICE BUILDING
10.01 Demolition Timing Purchaser has the right twelve (12) months after the date of
closing to request the Sellers demolish the Office Building known as the 100 N. High Street
Office building that is on the Sellers and Purchaser property after closing. Upon receipt of
written Notice from the Purchaser, the Sellers shall have six (6) months to demolish the building.
10.02 Right to Work. Purchaser agrees to allow Sellers the right to use a reasonable
portion of the Premises necessary to complete the demolition. Sellers agree to return any portion
of the Premises used for the demolition as close as practicable to the condition it was in just prior
to the demolition.
10.03 Demolition Cost The Purchaser shall not be responsible for any cost or expenses
associated with the demolition outlined in 10.01. Such cost shall be the sole responsibility of the
Sellers.
10.04 Tenants Claims and Proceeds. For the purposes of any tenants request for
relocation, loss of business and/or moving expenses, of the 100 N. High Street Office Building
the Parties agree the purchase of the Premises is not under the threat of eminent domain. The
100 N. High Street Office Building currently has three lessees: William E. Foster, DDS, RMG
Advertising Corp., and Sevenex Group LLC ( "Tenants "). Purchaser shall have no rights to any
proceeds from Lessees of the 100 N. High Street Office Building. Sellers shall be solely
responsible for all issues and cost relating to negotiating the termination of the leases with the
Tenants and any other party claiming any interest and/or right related to 100 N. High Street
Office Building. Sellers hereby agree to indemnify and hold Purchaser harmless from and against
any and all claims, demands, liabilities, costs and expenses of every nature and kind (including
8
attorneys' fees) which Purchaser may sustain at any time (i) as a result of, arising out of or in any
way connected with the termination of tenant leases of ; or (ii) as a result of, arising out of, or in
any way connected with the a tenant's request for relocation cost, proceeds from the sale herein,
or any damages raised by the tenant as a result of the sale herein (including attorney fees).
ARTICLE XI
WARRANTIES AND REPRESENTATIONS OF SELLERS AND PURCHASER
11.01 Warranties and Representations of Sellers In addition to any other representation
or warranty contained in this Agreement, Sellers hereby represent and warrants as follows:
(a) To the best of Sellers' knowledge, neither Sellers nor any agent, employee or
representative of Sellers, has received any notice or notices, either orally or in
writing, 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;
(b) To the best of Sellers' knowledge, 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 Sellers are a party or by which Sellers or
the Premises might be bound;
(c) To the best of Sellers' knowledge, neither Sellers, nor any agent, employee or
representative of Sellers, has received any notice, either orally or in writing, 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 proposed use of the
Premises;
(d) To the best of Sellers' knowledge, as of the Closing Date, no other person or
entity other than Sellers and existing tenants currently owns or has any legal or
equitable interest in the Premises and no other person or entity other than
Purchaser has or will have any right to acquire the Premises, or any portion
thereof,
(e) All taxes payable with respect to the operation, ownership or control of the
Premises which are allocable to the period ending on the Closing Date, and all
prior periods, shall be or have been paid by Sellers, and Sellers shall be
responsible for the timely filing of all returns or other documents required by any
taxing authority claiming jurisdiction with respect to any such taxes;
(f) Through and until the Closing Date, Sellers shall not enter into any easement,
lease or other contract pertaining to the Premises, unless otherwise approved in
writing by the Purchaser;
(g) To the best of Sellers' knowledge, there are no hazardous wastes, hazardous
9
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;
(h) To the best of Sellers' knowledge, there are no laws, ordinances, regulations,
covenants, conditions or restrictions pertaining to or encumbering the Premises
which would, in any way, impair, interfere with or prevent the City from
developing the Premises;
(i) Neither Seller is a "Foreign Person" as that term is defined in the Foreign
Investment in Property Tax Act;
(j) To the best of Sellers' knowledge, there are no other tenants or parties claiming a
leasehold interest in the 100 North High Building other than those disclosed in
Article X; and
(j) The Sellers shall cooperate with Purchaser in good faith to work with Ohio
Department of Transportation ( "ODOT ") to extinguish and/or transfer the ROW
to the party as designated and depicted on Exhibit "C " .
11.02 Breach of Warranties by Sellers Prior to Closing If, during the pendency of this
Agreement, Purchaser determines that any warranty or representation given by Sellers to
Purchaser under this Agreement shall be untrue, incorrect or misleading, in whole or in part, the
same shall constitute a default by Sellers hereunder. In such event, Purchaser may give written
notice thereof and shall thereafter have such rights and remedies as may be available to
Purchaser as provided herein, at law or in equity, including, but not limited to, the right to
receive compensation for damages and/or the right to terminate this Agreement.
11.03 Warranties and Representations of Purchaser In addition to any other
representation or warranty contained in this Agreement, Purchaser hereby represents and
warrants as follows:
(a) All costs and expenses associated with the Development of the Premises shall be
borne by the City, including, but not limited to, the construction of the roadway
improvements and the relocation of any utilities within the Premises.
(b) The City shall cooperate with Sellers in good faith to work with ODOT to
extinguish and/or transfer the ROW to the party as designated and depicted on
Exhibit "C "
11.04 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. All representations and warranties set forth in this Article XI shall be true
and correct as of the date hereof and as of the Closing Date, and at Closing, if
requested by Purchaser, Sellers shall so certify, in writing, in form reasonably
requested by Purchaser. Sellers hereby agree to indemnify and hold Purchaser
10
harmless from and against any and all claims, demands, liabilities, costs and
expenses of every nature and kind (including attorneys' fees) which Purchaser
may sustain at any time (i) as a result of, arising out of or in any way connected
with the operation, ownership, custody or control of the Premises prior to the
Closing Date; or (ii) by reason of the 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.
ARTICLE XII
NOTICES
12.01. 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,
addressed to the other Party as follows:
If to Sellers: Crawford Hoying LTD
555 Metro Place
Dublin, Ohio 43017
Attn: Robert C. Hoying
With copy to: Jeffery D. Roberts
Kegler, Brown, Hill and Ritter
Capital Square, Suite 1800
65 East State Street
Columbus, Ohio 43215,
or such other address as Sellers may hereinafter designate by written notice to Purchaser. Any
notice to be served on Purchaser shall be addressed as follows:
If to Purchaser: Marsha I. Grigsby
City Manager
City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
with copy to: Philip K. Hartmann
Frost Brown Todd LLC
One Columbus, 10 West Broad Street
Columbus, Ohio 43215,
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or such other address as Purchaser may hereinafter designate by written notice to Sellers.
ARTICLE XIII
GENERAL PROVISIONS
13.01 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.
13.02 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.
13.03 Time of Essence Time is of the essence of this Agreement in all respects.
13.04 Assignment This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and assigns.
13.05 Invalidity In the event that any provision of this Agreement shall be held to be
invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this
Agreement.
13.06 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.
13.07 Headings The section headings contained in this Agreement are for convenience
only and shall not be considered for any purpose in construing this Agreement. As used in this
Agreement, the masculine, feminine and neuter genders, and the singular and plural numbers
shall be each deemed to include the other whenever the context so requires.
13.08 Memorandum Upon request of either party hereto, Purchaser and Sellers shall
execute a recordable memorandum of the terms hereof, which memorandum may be placed of
record in any public office within the county wherein the Premises is situated.
13.09 Survival The terms and provisions of this Agreement shall survive the delivery
of the deed of conveyance hereunder.
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13.10. 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.
[Signatures appear on the following pages]
13
SELLERS: PURCHASER:
94 N HIGH STREET, ACQUISITION, LLC THE CITY OF DUBLIN, OHIO
An Ohio limited liability company An Ohio municipal corporation
By:
Its:
AND
CRAWFORD HOYING LTD
An Ohio limited liability company
I:
Its:
STATE OF OHIO
COUNTY OF FRANKLIN
. ss.
Marsha I. Grigsby, City Manager
BE IT REMEMBERED, that on this _ day of , 2013, before me, the
subscriber, a Notary Public in and for said state, personally appeared , duly
authorized signator for 94 N High Street, Acquisition, LLC, one of the Sellers in the foregoing
Agreement, and acknowledged the signing thereof to be his/her voluntary act.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last aforesaid.
Notary Public
{Acknowledgements continue on the next page}
STATE OF OHIO
COUNTY OF FRANKLIN
. ss.
BE IT REMEMBERED, that on this _ day of , 2013, before me, the
subscriber, a Notary Public in and for said state, personally appeared , duly
authorized signator for Crawford Hoying LTD, one of the Sellers in the foregoing Agreement,
and acknowledged the signing thereof to be his/her voluntary act.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last aforesaid.
Notary Public
STATE OF OHIO
COUNTY OF FRANKLIN
. ss.
BE IT REMEMBERED, that on this _ day of , 2013, before me, the
subscriber, a Notary Public in and for said state, personally appeared Marsha I. Grigsby, City
Manager of the City of Dublin, Ohio, an Ohio municipal corporation, the Purchaser in the
foregoing Agreement, and acknowledged the signing thereof to be his/her voluntary act and deed
for and on behalf of the City of Dublin, Ohio.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last aforesaid.
Notary Public
Approved as to form:
Stephen J. Smith, Law Director
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CERTIFICATE OF AVAILABILITY OF FUNDS
I certify that the money required to meet the obligations 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 an previous obligation or certification as required by Ohio
Revised Code §5705.01 to §5705.47.
Date
Angel Mumma, Dublin Finance Director
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Exhibit A
Legal description Parcel 94
EXHIBIT B
Legal description Parcel 100
EXHIBIT C
Property Exhibit created by EMH &T on 12 -3 -13
COLLibrary 0000000.0001541 515977A