HomeMy WebLinkAbout105-00 Ordinance RECORD OF ORDINANCES
Da on Le al Blank Co. Form No. 30043
Ordinance No ......................................105-00.......... Passed
AN ORDINANCE APPROVING AND AUTHORIZING THE
CITY MANAGER AND DIRECTOR OF FINANCE TO
EXECUTE A DEVELOPMENT AGREEMENT WITH
EDWARDS GOLF COMMUNITIES LLC FOR THE DUBLIN
GOLF COURSE COMMUNITY.
i...
WHEREAS, the City is desirous of encouraging and promoting development within
the City of open space, parkland, public recreation facilities and adequate
transportation infrastructure, and one of the strategies to be pursued by the City,
particularly with respect to the development of the southwestern sector of the City,
is to encourage cohesive developments that incorporate landscaped public plazas,
water features and outdoor pedestrian areas, all generally designed to improve the
quality of life of residents of the City; and
WHEREAS, Edwards Industries Inc ("Edwards") is the contract vendee or is
negotiating to purchase approximately 635.07± acres within the corporate boundaries
of the City (the "Property") for development, in part, as a proposed high quality
residential community development; and
WHEREAS, in connection with the proposed development of the Property, the City
and Edwards previously entered in a Memorandum of Understanding dated March 22,
2000 (the "Memorandum") which generally provided for that development, including
~ a commitment by Edwards to transfer a portion of the Property to the City to provide
for the construction of a public golf course; and
WHEREAS, that Memorandum also provided that the City and Edwards would
undertake further investigation and study to identify the public infrastructure
improvements required to facilitate that proposed development and related public park
improvements as may be required by the City and once identified, to provide for the
construction and development of those public infrastructure and public park
improvements; and
WHEREAS, this Council has found that the City and generally all of its residents,
and particularly those in the southwestern sector of the City where the Property is
located, will benefit from a publicly owned golf course, public park, and other
improvements to be made to the Property, including improvements to the streets and
roadways in the Property, all as contemplated in the Memorandum; and
WHEREAS, this Council has further found that the development contemplated by
the Memorandum, due to the large amount of green space and provision for a public
golf course, the tremendous impact to improve residential quality of life in the
southwest area, the wide and spacious views around the golf course, and many other
scenic amenities, sets a standard that exceeds any previously outlined either in
~ Ordinance No. 95-96 passed October 5, 1998 or pending development ordinances,
and due to the large amount of land that will result in the City owning a public golf
course and other park areas, the open space requirement for the development of
73.75± acres is exceeded; and
WHEREAS, this Council finds that it is in the best interest of the City to further
provide for the development of the Property as provided for in the Memorandum and
has determined to provide for the execution and delivery of a Development Agreement
with Edwards;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
Franklin, Union and Delaware Counties, Ohio, that:
RECORD OF ORDINANCES
Da on Le al Blank Co. Form No. 30043
Ordinance No .................105-00............................... Passed ......................................Page...2........,
Section 1. The Development Agreement by and between the City and Edwards Golf
Communities LLC, in the form presently on file with the Clerk of Council, providing
for, among other things, the construction and operation of a public golf course upon a
portion of the Property and the provision of certain public infrastructure improvements,
is hereby approved and authorized with changes therein not inconsistent with this
Ordinance and not substantially adverse to this City and which shall be approved by the
City Manager and Director of Finance. The City Manager and Director of Finance, for
and in the name of this City, are hereby authorized to execute that Development
Agreement, provided further that 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. This Council further authorizes the City
Manager and the Director of Finance, for and in the name of the City, to execute any
amendments to the Development Agreement, which amendments are not inconsistent
with this Ordinance and not substantially adverse to this City.
Section 2. This Council further hereby authorizes and directs the City Manager, the
Clerk of Council, the Director of Law, the Director of Finance, or other appropriate
officers of the City to prepare and sign all agreements and instruments and to take any
other actions as may be appropriate to implement this Ordinance.
Section 3. This Council finds and determines that all formal actions of this Council
concerning and relating to the passage of this Ordinance were taken in an open meeting
of this Council and that all deliberations of this Council that resulted in those formal
actions were in meetings open to the public in compliance with the law.
Section 4. This Ordinance shall be in full force and effect on the earliest date permitted
bylaw.
Sign
ayor -Presiding Officer
Attest:
Clerk of Council
Passed: f , 2000
`s
Effective: , 2000
\\CUMULUS\VOLI\DATA\COUNCIL\ORDINANC\105-00 EDWARDS, GOLF COURSE, FINAL DEVELP.AGREEMENT.DOC
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MEMORANDUM
TO: Dublin City Council
FROM: Timothy C. Hansley and Staff
DATE: August 10, 2000
RE: Edwards Development
As Council is aware, our staff, including Finance, Development, Legal, Planning,
Economic Development, and Administrative, have been working with the Edwards Company
following Council's approval of the original Memorandum of Understanding. We feel we are
presenting to Council a financially feasible golf course development proposal that meets the
southwest goals previously set by Council, as well as leads to development of a municipally
owned public golf course.
In keeping with the direction given to staff by Council on numerous occasions, staff has
completed negotiations with the Edwards Company and there aze some modifications to the
Memorandum of Understanding that Council of which Council should be awaze.
1. The most important aspect of the final Development Agreement is that, once Council
approves the zoning for this project, it is then incumbent and legally binding upon the
City to cause a public golf course to be built within this development. The triggering
mechanism for such development is the fact that Mr. Edwards, upon approval of his
zoning, will be legally bound to purchase the acreage necessary to build his
development and to deed to us the 200+ acres for our golf course development. Upon
the passage of the zoning then Mr. Edwards will move forward in that direction. The
legal responsibility of the City then is to cause the golf course to be built either by a
third party or by Dublin directly as the financing party;
2. The most significant change from the Memorandum of Understanding is that we at
staff have been able to negotiate an additional $1 million payment from the Edwards
Group to assist in the development of a pazk in the southwest area directed towazds
pool and other recreational facilities;
3. There are numerous refinements that have taken place with respect to the
development which staff believes makes for a better overall project in this area.
These aze exhibited in the zoning, which is presented to you on the same evening;
4. The financial aspects of this transaction have been modified somewhat from the
original Memorandum of Understanding and those modifications include: (a) our
negotiations with Mr. Edwazds with respect to his construction of turn lanes on Shier-
Rings and Rings Road, (b) negotiations involving oversizing of the sewers to meet
our needs include changes in our agreement with him on repayment of oversizing
charges, (c) the waterline on Eiterman Road, (d) the addition of a water and sewer
line along Shier Rings Road east I?iterman Road, (e) the balancing of the costs
pursuant to the Warren case of the construction of Eiterman Road and Woerner
Temple, (f) the removal from the infrastructure package of the lighting and irrigation
systems on Eiterman and Woerner Temple Road, except at the intersections and
traffic circle, and (g) the increase of the total assessment from $1.2 million on the real
estate development project to a number that will range between $1.5 million to $1.66
million, depending upon the final cost of the infrastructure associated with the golf
course;
5. The City staff believes that the project, as presently presented to Council, is a
financially acceptable arrangement and that it is a project that can be accomplished
either by a third party or through revenue bonds; and
6. We have enclosed with this Memorandum a statement by our consultant describing to
Council our best outline of the type of golf course that will be presented through our
joint project with the Edwards Company.
DEVELOPMENT AGREEMENT
THIS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into this 14th day
of August, 2000, by and between the CITY OF DUBLIN, OHIO (the "City"), a municipal corporation duly
organized and validly existing under the Constitution and the laws of the State of Ohio (the "State") and
its Charter, and EDWARDS GOLF COMMUNITIES LLC ("Edwards", and collectively with the City,
the "Parties") an Ohio limited liability company having its principal office in Columbus, Ohio, under
the circumstances summarized in the following recitals.
RECITALS:
WHEREAS, the City is desirous of encouraging and promoting development within the City of
open space, parkland, public recreation facilities and adequate transportation infrastructure, and one of
the strategies to be pursued by the City, particularly with respect to the development of the southwestern
sector of the City, is to encourage cohesive developments that incorporate landscaped public plazas,
water features and outdoor pedestrian areas, all generally designed to improve the quality of life of
residents of the City; and
WHEREAS, Edwards is the contract vendee or is negotiating to purchase approximately 635.07f
acres within the corporate boundaries of the City (as such property is generally depicted on Exhibit A
and referred to herein as the "Property") for development, in part, as a proposed high quality residential
community development; and
WHEREAS, in connection with the proposed development of the Property, the City and Edwards
previously entered in a Memorandum of Understanding dated March 22, 2000 (the "Memorandum")
which generally provided for that development, including a commitment by Edwards to transfer a portion
of the Property to the City to provide for the construction of a publicly owned golf course; and
WHEREAS, that Memorandum also provided that the City and Edwards would undertake further
investigation and study to identify the public infrastructure improvements required to facilitate that
proposed development and related public park improvements as may be required by the City and once
identified, to provide for the construction and development of those public infrastructure and public park
improvements; and
WHEREAS, the Council has found that the City and generally all of its residents, and
particularly those in the southwestern sector of the City where the Property is located, will benefit from
a publicly owned golf course, public park, and other improvements to be made to the Property, including
improvements to the streets and roadways in the Property, all as contemplated in the Memorandum and
this Agreement; and
WHEREAS, the Council has further found that the development contemplated by the
Memorandum and this Agreement, due to the large amount of green space and provision for a public
golf course, the tremendous impact to improve residential quality of life in the southwest area, the wide
and spacious views around the golf course, and many other scenic amenities,. sets a standard that exceeds
any previously outlined either in Ordinance No. 95-96 passed October 5, 1998 (the "Tree Preservation
Ordinance") or pending development ordinances, and due to the large amount of land that will result in
the City owning a public golf course and other park areas, the open space requirement for the
development of 73.75 acres is exceeded; and
WHEREAS, pursuant to Ordinance No. 50-00 passed on August 14, 2000, the City approved the
rezoning plan for the Property, dated July 7, 2000 (the "Development Text"); and
WHEREAS, pursuant to Ordinance No. 105-00 passed on August 14, 2000 (the "Ordinance"), the
City Council has authorized the execution of this Agreement and to undertake the City's obligations set
forth herein; and
WHEREAS, the Parties have determined to enter into this Agreement to provide for the
development of the Property within the City, all in accordance with the Development Text;
NOW THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged, the Parties covenant, agree and obligate themselves as follows:
Section 1. General Matters Relatin tg o Property Development.
(a) General Development. The Parties have entered into this Agreement to develop, or cause to
be developed, the Property as portrayed on Exhibit A.
(b) Zoning of the Property. The Parties acknowledge and agree that the Development Text
for the Property was approved effective August 14, 2000 as follows:
(1) Planned Commerce District. The portion of the Property designated for use as the
golf club house, driving range and maintenance facility (as such area is portrayed on Exhibit B)
has been rezoned Planned Commerce District in accordance with Section 153.058 of the City's
Codified Ordinances. The approved zoning permit incorporated the conceptual site plan set forth
on Exhibit A attached hereto. Such rezoning shall permit the construction and operation of the
golf club house, driving range and maintenance facility and other ancillary uses.
(2) Planned Low Density Residential District. All other property shown on Exhibit B
has been rezoned "Planned Low Density Residential District" in accordance with Section
153.051 of the City's Codified Ordinances. The final zoning for the Property will permit
Edwards to construct a residential development and the City to construct the public golf course
as portrayed in the conceptual site plan on Exhibit A.
(3) Condominiums and Cluster Homes. The Parties acknowledge that the approved
Development Text provides for the construction in the aggregate of 322 condominium units and
99 cluster homes in the areas depicted on Exhibit A. Edwards agrees that a second level of
review and approval as noted in the Development Text will be required as a condition precedent
to the construction of those proposed condominiums and cluster homes. However, the Parties
acknowledge and further agree that the additional review will in no way require Edwards to
reduce the number of condominium units or cluster homes unless such reduction is agreed to by
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Edwards. The City agrees that the secondary review will be undertaken by the City Planning
Commission within a reasonable period of time and shall not require the dedication of any
additional land for park purposes other than which is already provided for herein or in the
Development Text.
(4) Extension of Certain Streets. The Parties agree that the City shall not require
Edwards to extend streets from Kendall Ridge or Cramer Crossing into the Property.
(5) Diversity and Architectural Materials. The Parties agree that the diversity and
architectural materials standards which Edwards shall be required to follow in connection with
the development of the Residential Community Development (as defined below) are set forth in
the Development Text.
(6) Other. The Parties agree that the Tree Preservation Ordinance, and City
Ordinance No. 24-00 currently pending before Council, will not apply to the Property.
(c) Maintenance Facility. The Parties acknowledge that the City owns a 17.7 acre tract of
land abutting the east side of the Property, south of Shier-Rings Road, which the City may use as a
maintenance facility (the "Maintenance Facility"). The Parties agree to work together to develop a
screening plan for the Maintenance Facility which shall be agreed upon by the Parties, prior to the
construction of the Maintenance Facility, and implemented by the City prior to the occupancy of that
Maintenance Facility. The Parties further agree that Edwards shall not be required to pay any expense
related to the implementation of that screening plan.
(d) Timin og f Property Development. The Parties acknowledge that their respective, mutual
cooperation and coordination will be necessary to complete the timely development of the Property in
accordance with the terms of this Agreement. Accordingly, the Parties agree that the provisions of this
agreement related to timing may be amended from time to time with the mutual consent of the Parties to
provide for the efficient, coordinated completion of the development of the Property.
Section 2. Property Acquisition and Development.
(a) Property Acquisition. Edwards agrees to acquire:
(1) the Golf Course Parcels (as defined below), and
(2) such other portions of the Property determined by the City and Edwards to be
reasonably necessary to provide for:
(A) the construction of the Golf Course Development (as defined below) in
accordance with Section 2(b)(3), and
(B) the construction of the Woerner Temple/Eiterman Improvements (as
defined below) in accordance with Section 4(c),
all with reasonable dispatch but in no event no later than October 15, 2000.
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(b) Golf Course Development.
(1) General Cit~Agreement. In furtherance of the City's policies of encouraging and
promoting open space, parkland and public recreation facilities within the City for use by the
City's residents and the controlled growth of City industry and commerce, the City agrees that it
will construct and operate, or cause to be constructed and operated, a first class, eighteen-hole,
golf course open to the public, including a club house facility, practice facilities, related parking
and other public amenities (as such area is portrayed on Exhibit A and referred to herein as the
"Golf Course Development"), on the Golf Course Parcels (defined below) in accordance with
this Agreement. The Parties agree that the City's obligation to construct and operate, or cause
the construction and operation, of the Golf Course Development is subject to Edwards
transferring the Golf Course Parcels to the City in accordance with this Agreement.
The Parties further agree that the City shall, to satisfy its obligation hereunder to
construct and operate the Golf Course Development, either:
(A) enter into an agreement with a private entity to provide for the financing,
construction, management and operation of the Golf Course Development, or
(B) alternatively and solely at the City's option, provide for the financing,
construction, management and operation of the Golf Course Development in such manner
as the City shall deem appropriate.
(2) Transfer of Required Parcels to City. By such time as is mutually agreeable to the
Parties but not later than December 31, 2000, Edwards shall transfer or cause to be transferred to
the City 209.76 acres of the Property required for the Golf Course Development (as those
parcels are portrayed on Exhibit C and referred to herein as the "Golf Course Parcels"). With
respect to the transfer of the Golf Course Parcels, the Parties further agree as follows:
(A) Deed. Edwards shall transfer unencumbered fee simple title in the Golf
Course Parcels to the City by one or more warranty deeds (collectively, the "Deed"). The
City shall promptly record the Deed with the Recorder of Franklin County, Ohio for
recordation in the Deed Records. The City shall pay all costs of recording the Deed.
Edwards shall pay any transfer fees.
(B) Title Insurance. Edwards shall furnish and pay for an owner's title
insurance commitment and policy in the amount of $7,000,000 or such other amount as is
mutually agreeable to the Parties. The title evidence shall be certified to within 30 days
prior to closing with endorsement as of 8:00 a.m. on the business day prior to the date of
closing, all in accordance with the standards of the Columbus Bar Association, and shall
show in Edwards marketable title in fee simple free and clear of all liens and
encumbrances except : (i) those created by or assumed by the City; (ii) those specifically
set forth in this Agreement; (iii) zoning ordinances; (iv) legal highways; and (v)
covenants, restrictions, conditions and easements of record which do not unreasonably
interfere with the City's intended use as the Golf Course Development.
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If title to all or part of the Golf Course Parcels is unmarketable, as determined by
Ohio law with reference to the Ohio State Bar Association's Standards of Title
Examination, or is subject to liens, encumbrances, easements, conditions, restrictions or
encroachments other than those excepted in this Agreement, Edwards shall within (30)
days after written notice thereof, remedy or remove any such defect, lien, encumbrance,
easement, condition, restriction or encroachment or obtain title insurance without
exception therefore. At closing, Edwards shall sign an affidavit with respect to off-record
title matters in accordance with the community custom.
(C) Taxes. The real estate taxes, if any, for the tax year in which the Deed is
delivered shall be apportioned between the City and Edwards as of the date of delivery of
the Deed on a calendar year basis. If the amount of such taxes is not ascertainable on
such date, the apportionment between the City and Edwards shall be on the basis of the
amount representing the total year's tax allocable to the Golf Course Parcels by
multiplying the valuation of the Golf Course Parcels as they appear on the last available
County Treasurer's tax duplicate by the most recent tax date, but such apportionment
shall be subject to final adjustment within thirty (30) days after the date of the actual
amount of such taxes is ascertained. Real estate taxes for the tax years previous to the tax
year in which such Deed is delivered, if any, will be paid by Edwards. If separate
permanent parcel numbers do not exist for each of the Golf Course Parcels, then the taxes
allocable to the Golf Course Parcels shall be apportioned among the separate Golf Course
Parcels on a pro-rata basis based upon the relative area of each Golf Course Parcel.
(D) Purchase Price. Upon completion of construction of the Golf Course
Development or July 1, 2002, whichever occurs earlier, the City shall remit to Edwards
an amount of $1,500,000, which amount shall represent the purchase price for the Golf
Course Parcels. The Parties acknowledge that the current market value of the Golf
Course Parcels is estimated at $7,100,000. The Parties agree that the difference between
the estimated current market value and the actual purchase price paid by the City will
constitute a gift from Edwards to the City.
(E) Recoupment. The City agrees that, upon the conveyance to the City of the
Golf Course Parcels, it will promptly file with the Franklin County Auditor any necessary
documentation to defer the recoupment of real property taxes on the Golf Course Parcels;
provided, however, the Parties acknowledge that the Franklin County Auditor shall in its
sole discretion determine whether such deferral will be approved.
(3) Construction and Operation of Golf Course Develo ment. Once the Golf Course
Parcels are transferred to the City, the City agrees that it will provide for the diligent construction
of the Golf Course Development. Edwards agrees to grant to the City any and all reasonably
necessary access easements to the Golf Course Parcels over any part of the Property owned or
controlled by Edwards necessary to enable the City to perform and complete the construction of
the Golf Course Development. Edwards shall not be responsible for obtaining access for the
City to the Golf Course Parcels over any property which is not owned or controlled by Edwards.
The Parties agree that the design of the club house facility and the name of the Golf Course
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Development will be approved by the City, after consultation with Edwards. The City agrees to
use its best efforts to complete the Golf Course Development no later than July 1, 2002. Finally,
the Parties acknowledge and agree that the design, construction, management and operation of
the Golf Course Development, including the use of any related practice facilities, will be within
the sole discretion of the City and any construction, management and operation firms which may
be retained by the City from time to time; provided, however, the City agrees that it will reasonably
consider any input from Edwards with respect to such design, construction, management and
operation as the same may affect the Residential Community Development and the City shall not
make any change to the Golf Course Development that would adversely affect the Residential
Community Development without Edwards' prior written consent.
(c) Residential Community Development.
(1) Generally. Edwards agrees that it will use its best efforts to construct, or cause to
be constructed, on the Property a high quality residential community development in those areas
as depicted on Exhibit A (the "Residential Community Development"). Edwards agrees that it
shall have the first phase of the Residential Community Development completed and model
homes open for public viewing no later than July 1, 2002.
(2) Construction. In accordance with the Development Text and Section 1(b)(3) of
this Agreement, the City shall allow the construction of homes, cluster homes and condominiums
to commence before roadways are in place within the Property, provided that an acceptable haul
road is available to provide for that construction. The Parties agree that lots, homes, cluster
homes and condominiums may be sold at any time, but such homes, cluster homes and
condominiums shall not be occupied until roadways are in place and accepted by the City.
(3) Indemnification. Edwards acknowledges that the City, pursuant to this Agreement,
is permitting Edwards to undertake construction of homes, condominium units and cluster homes
within the Property prior to the completion of all necessary roadway improvements and that the
provision of certain public safety services, including but not limited to fire and police services, by
the City to the Property may be impaired due to the lack of those necessary roadways. Edwards
agrees that it will assume that risk during such period prior to the completion of all necessary
roadways and Edwards further agrees to indemnify the City against any and all liabilities, claims,
costs, suits, demands, actions, damages, judgments, fines, losses and expenses (including without
limitation, to the extent permitted by law, reasonable attorneys' fees and expenses), imposed
upon or asserted against the City, without negligence or bad faith on the part of the City as may
result from the construction of such homes, condominium units and cluster homes during the
period prior to the completion of all necessary roadways.
(d) Coordination of Development.
(1) General. The Parties acknowledge that the construction of the Golf Course
Development and the Residential Community Development will occur at substantially the same
time. The Parties agree to cooperate and coordinate their respective efforts in the design and
planning, including items such as grading and drainage, for each development in order that the
developments will complement one another.
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(2) Rough Grading. The Parties acknowledge that the Property will need to be rough
graded in a single, continuous manner to provide for the most efficient development of the Golf
Course Development and the Residential Community Development. Edwards agrees to undertake
the rough grading for the Property in a manner and within a timeframe which is mutually agreeable
to the Parties. The rough grading of the Property shall include, but not be limited to, the rough
grading necessary for the Golf Course Development, the Residential Community Development, the
Woerner Temple/Eiterman Improvement road profiles and the compaction of any fill deposited on
those road bed areas in accordance with ODOT specifications for road construction. The Parties
agree that the City shall reimburse Edwards for the cost of any rough grading and compaction as the
Parties mutually agree is allocable to the Golf Course Development and the cost of the Woerner
Temple/Eiterman Improvements.
Section 3. Park Acquisition and Development. In addition to the dedicated parkland the City
requires through the development process, the Parties acknowledge that the City is desirous of
identifying and purchasing park sites in the southwestern portion of the City to support the recreation
needs of the future population in that area.
(a) Park Acquisition. In furtherance of the above, the City agrees that it will, at its sole cost
and expense, acquire approximately 46.9 acres of land located adjacent to the Property (which area is
portrayed on Exhibit D as the Potential Dublin Park and referred to herein as the "City Park") to be
owned and operated by the City as a community public park. The City will pursue this acquisition and
will exercise its best efforts to take all necessary legislative and appropriation actions so that the City
may acquire the City Park no later than June 1, 2001. Notwithstanding the foregoing, Edwards agrees
that the City shall not be required to exercise its powers of eminent domain to acquire any of the
resident, freeholder parcels located south of Woerner Temple Road and west of Avery Road.
(b) Park Development. The Parties agree that the development of the City Park is integrally
related to the overall development of the Property. Therefore, the Parties agree that the City may
consider waiving any competitive bidding requirements imposed by the City Charter to provide for the
design and construction of the City Park. The City agrees to reasonably consider any input from Edwards
with respect to the design of the City Park.
(c) Cost of Development of the City Park. The Parties agree that the cost of developing the
City Park in accordance with the plan approved by the City shall be apportioned as follows:
(1) CitYContribution. The Parties agree that the City shall pay at least $1,752,000,
which includes the Edwards contribution described in Section 3(c)(2), towards the cost of
designing and constructing the City Park.
(2) Edwards Contribution. Edwards agrees that it shall pay to the City an amount of
$452,000 to be applied towards the cost of the design and construction of the City Park.
Edwards pledges and agrees that such payment will be made in the following installments:
(A) $84,000 upon completion and acceptance of the City Park by the City;
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(B) $84,000 on each of the next two anniversaries of the first payment; and
(C) $200,000 on July 1, 2002.
The Parties acknowledge and agree that the payments made by Edwards to the City under
this subsection will constitute a gift to the City.
(d) Related Site. Edwards agrees to donate to the City the historic home site and related
property located on the south side of Shier-Rings Road (portrayed as Subarea U on Exhibit E). The City
shall maintain, or cause to be maintained, such site in a manner with is reasonably acceptable to the
Parties.
Section 4. Roadway Improvements.
(a) Traffic Study. The Parties acknowledge that the City commissioned a traffic study by the
Parsons Transportation Group to identify and assess the traffic needs in connection with the
development of the Property. The Parties agree that based on that traffic study, the construction and
improvement of certain arterial and collector streets in the southwest area of the City, located or to be
located in or around the Property, is vital to comply with the City's policy of providing a roadway
network with multiple connections between routes and uses. Further, the Parties acknowledge and agree
that the City's portion of the cost of certain public roadway improvements is supported by the findings
of that traffic study and that approximately two-thirds of the projected traffic on the improved Eiterman
Road and Woerner Temple Road will consist of Golf Course Development and off-site generated traffic,
and that the improvements to Woerner Temple Road and Eiterman Road are necessary to provide
ingress and egress to the Golf Course Development, as well as to provide for off-site and on-site
generated traffic. Therefore, in order to benefit all of the citizens of the City, the Parties agree to make
roadway improvements as follows:
(b) Dedication and Vacation of Public Rights-of--Way and Easements.
~ (1) Generally. Edwards agrees that, as part of the platting process, it shall dedicate to
the City the rights-of--way and easements for the construction and relocation of Woerner Temple
Road and Eiterman Road, the construction of turn lanes on Shier-Rings Road, Cosgray Road and
Rings Road and the construction and installation of all bikeways, utilities and tunnels as
provided for in the approved Development Text (and as such rights-of--way and easements shall
be described in the plat for the Property). Edwards further agrees to cooperate with the City and
grant to the City easements not described herein or in the plat for the Property as the City shall
deem necessary to provide for the construction of any infrastructure improvements benefiting the
Property or abutting property; provided, however, the City will compensate Edwards for the
additional easements to the extent the grant of such easements to the City results in an economic
loss to Edwards as developer in connection with the development of the Residential Community
Development. The City agrees that it will take all steps necessary to allow Edwards to undertake
all necessary rough grading over the portions of current Woerner Temple Road which are not
necessary to provide for the construction of the new Woerner Temple Road.
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(2) Realigned Rims Road. The Parties agree that Edwards, through the platting
process and in accordance with the Development Text, will convey aright-of--way to the City to
provide a corridor for the construction of a portion of the realigned Rings Road (as such right-of-
way is marked as Subarea N on Exhibit E and referred to herein as the "Rings Right-of-Way").
The Parties further agree that if the City, through its standard engineering practice, determines
that the Rings Right-of--Way should be wider than originally provided for in the Development
Text and the number of condominium units which may therefore be constructed in accordance
with the Development Text is reduced, the City will compensate Edwards for the acquisition of
such additional right-of--way, based on the economic loss to Edwards as developer for any
necessary reduction in the number of condominium units as is otherwise provided for in the
I' Development Text.
(c) Construction of Woerner Temple Road and Eiterman Road Improvements.
(1) Generally. The Parties agree that the City shall design and construct, or cause to
be designed and constructed, Woerner Temple Road from Avery Road to Eiterman Road and
Eiterman Road from a point 250 feet south of Woerner Temple Road (as noted on Exhibit F)
north to Shier-Rings Road, including all related intersection improvements, utilities (including
but not limited to water lines along such roadway improvements), tunnels and related
appurtenances thereto (all as portrayed on Exhibit F and referred to herein as the "Woerner
Temple/Eiterman Improvements"). The Parties also agree that Edwards will, as soon as possible
after the execution of this Agreement, but no later than the date on which the plat for the
Property is filed with the City, provide the locations of the terminus points of the Woerner
Temple/Eiterman Improvements in order that field surveys may commence for the design
thereof. The Parties further agree that the City will exercise its best efforts to cause the V~oerner
Temple/Eiterman Improvements to be substantially complete on or before November 1, 2001.
(2) Allocation of Costs. The Parties agree that, based on the current engineering
designs, plans and specifications prepared by or on behalf of the City, the portion of the
estimated cost of the Woerner Temple/Eiterman Improvements which is necessary for the
development of the Residential Community Development is between $4,500,000 and
$5,000,000. Accordingly, the Parties agree that the portion of the actual costs of the Woerner
Temple/Eiterman Improvements to be borne by the owners of the parcels in the Residential
Community Development in accordance with Section 4(c)(3) shall be limited to the lesser of (A)
$1,666,667 or (B) one-third (1/3) of the actual cost of the Woerner Temple/Eiterman
Improvements.
(3) Special Assessments.
(A) General. The Parties agree that the lesser of (A) $1,666,667 or (B) one-
third (1/3) of the actual cost of the Woerner Temple/Eiterman Improvements shall be
paid by the owners of the parcels in the Residential Community Development in the form
of special assessments.
(B) Petition for Special Assessments. Edwards agrees that there will be
prepared and filed with the City a petition for such special assessments under Revised
-9-
Code Chapter 727. The Parties agree that such petition will be in a form acceptable to the
City's bond counsel and shall be filed with the City no later than January 1, 2001. The
City agrees that upon receipt of the petition, it will proceed forward with the special
assessment proceedings provided for under Revised Code Chapter 727. The Parties agree
to cooperate in the special assessment proceedings in order that the special assessments
will be levied for a maximum of twenty (20) years beginning in the 2001 tax year and
first collected in calendar year 2002. Such assessments shall be liens running with the
land.
(C) Financing of Special Assessments. To the extent property owners do not
i pay the special assessments as levied in the time period provided for by Ohio law, the
Parties acknowledge and agree that the City may, in accordance with Ohio law, issue
notes or bonds in anticipation of the collection of those unpaid special assessments. The
Parties further agree that in accordance with Ohio law, the City may increase those
unpaid special assessments by an amount necessary to reflect any financing costs,
including but not limited to, interest and issuance expenses.
(4) City Portion of the Cost. The Parties agree that the remainder of the cost of the
Woerner Temple/Eiterman Improvements shall not be borne by Edwards.
(5) Further Extension of Eiterman Road. The Parties agree that Edwards shall not, as
part of the development of the Property, be required to pay the cost of constructing Eiterman
Road from a point 250 feet south of Woerner Temple Road south to Rings Road.
(d) Roadway Improvements Constructed By Edwards. The Parties agree that as part of the
development of the Property, Edwards shall design and construct, or cause to be designed and
constructed:
(1) Generally. The roadway improvements which Edwards is generally required to
construct in accordance with the Development Text.
(2) Secondary Access Road. Within five (5) years of the issuance of the first building
,,W, permit in Subarea H, one or the other of the following: (A) a street connection from Subarea F
(through Subarea R) to Subarea N or (B) a street connection from Subarea H (through the Golf
Course Development and Subarea I) to Cosgray Road, all as depicted on Exhibit E.
(3) Realigned Rin s Road. In conjunction with the development of either Subarea R or
S (as depicted on Exhibit E) whichever occurs first, the portion of the realigned Rings Road which
is depicted as Subarea N on Exhibit E.
(4) Left Turn Lane. The left turn lane and intersection improvements for the
intersection immediately east of the intersection of Shier-Rings Road and Eiterman Road in the
manner and at such time as would be customarily required by the City to preserve capacity of the
related through lanes; provided, however, Edwards shall only be required to contribute the lesser of
(A) the actual cost of that improvement or (B) $150,000, towards the cost of such left turn lane and
intersection improvements.
-10-
Section 5. Utilities. In accordance with Resolution No. 48-99 adopted by the Council of the
City on November 15, 1999, pursuant to requirements found in Section 709.31 of the Revised Code, and
in furtherance of the City's commitment to provide services to residents of the City, the Parties agree
that utilities will be provided to the Property in the following manner:
(a) Utilities Provided by the City_. The City agrees to provide for the design, construction
and installation of the following utility improvements in connection with the development of the
Property:
(1) Water. The City will provide adequate municipal water facilities including fire
demand, pressure and flows, from lines located in the City near the Property to service the
Property for its proposed uses. The City will cause the construction of (A) approximately 3200
lineal feet of water line along Eiterman Road, north from Shier-Rings Road and (B)
approximately 3000 lineal feet of water line along Shier-Rings Road, east from Eiterman Road.
The City shall obtain all easements necessary for the construction of said extension of water
lines, except that any and all easements from property under the control or ownership of Edwards
shall be donated to the City. The Parties agree to cooperate in the design of the utility
improvements.
(2) Sanitary Sewer. The City agrees that it will provide to the perimeter of the
Property adequate municipal sanitary sewer facilities from lines located near the Property for the
proposed uses. The City will cause the construction of approximately 27001ineal feet of sanitary
sewer line along Shier-Rings Road, east from Eiterman Road. The City agrees that the sanitary
sewer lines shall be designed, sized and constructed to adequately serve the contemplated
development of the Property.
(3) Depiction and Timing. The Parties agree that the water and sanitary sewer
improvements described in this Section 5(a) are depicted on Exhibit F and that the City will
exercise its best efforts to cause such improvements to be substantially complete on or before
F,w,s November 1, 2001. The City agrees that the water and sanitary sewer improvements will be
constructed within the public easements. The City further agrees that Edwards shall be permitted
to commence construction of water and sanitary sewer improvements for the Residential
Community Development at the same time as the City is constructing its public improvements.
(b) Utilities Provided by Edwards. Edwards agrees as part of its development to oversize
sanitary sewer lines through the development in order to accommodate other properties in the area
which the City desires to service. Accordingly, the City agrees that it will contract with Edwards to
cause such oversizing to be put in place and such contract shall provide for payment by the City for the
cost of oversizing including, but not limited to, increased cost of pipe, additional excavation required,
additional rock removal and all other costs to be incurred by such oversizing. The Parties agree that
such additional cost is estimated to be approximately $175,000. Edwards shall notify the City upon
completion of each phase of such sanitary sewer construction and the City shall compensate Edwards for
such oversizing applicable to each completed phase within sixty (60) days of receipt of such notification.
Edwards also agrees to provide a tap to the sanitary sewer improvements which it shall construct within
the Property for the benefit of the club house facility in the Golf Course Development and such tap shall
-11-
be available to the City prior to the completion of the Golf Course Development. The City agrees to
reimburse Edwards for the cost of that sanitary sewer tap. This section is applicable to on-site utilities in
public easements or in rights-of--way dedicated or to be dedicated to the City. Finally, the Parties
acknowledge and agree that the City maintains a published policy for the oversizing of water lines and
that Edwards may submit expenses for reimbursement pursuant to that policy.
(c) Storm Water. Consistent with the City's storm water drainage ordinance (Ordinance No.
40-98) and standard civil engineering practices, the City agrees that Edwards shall be permitted to utilize
areas within the Golf Course Development for all storm water detention from the Residential
Community Development and further, Edwards may utilize a portion (not more than two acres of
drainage capacity) of a pond within the City Park for additional storm water detention.
(d) Maintenance of Existing Wells. The Parties acknowledge that the water service for
certain parcels abutting the Property is supplied by existing groundwater wells. The Parties agree to
cooperate during the course of development of the Property to use their best efforts not to disrupt or
diminish the water supplied by those wells. If it is determined that such water supply has been
diminished as a result of the development of the Property, the Parties agree to cooperate to restore that
water supply.
(e) Other Utilities. The City agrees that it will exercise its best efforts to cooperate with third
parties to facilitate the extension of utilities into the southeastern portion of the Property in a timely
manner to accomplish the objectives of this Agreement.
Section 6. Public Pool and Recreational Facility. The Parties agree that certain additional
recreation facilities are required for the residents of the southwestern portion of the City. The Parties agree
that Edwards shall make a gift to the City in the amount of $1,000,000, which gift shall be applied solely
towards the cost of constructing a public pool and recreational facility in reasonable proximity to the
Property. The City agrees to reasonably consider any input from Edwards with respect to the design of the
public pool and recreational facility. Edwards agrees that such gift will be made to the City not later than
thirty (30) days after the completion of that public pool and recreational facility which completion is
presently expected to occur in calendar year 2004.
Section 7. Events of Default and Remedies.
(a) Generally. Except as may be otherwise provided in this Agreement, in the event of any
default in or breach of this Agreement, or any of its terms or conditions, by any Party, or any successor to
such Party, such Party or successor shall, upon written notice from the other Party, proceed promptly to
cure or remedy such default or breach. In case such remedial action is not taken or not diligently pursued
within thirty (30) days of such written notice, the party asserting default or breach may institute such
proceedings at law or in equity as may be necessary or desirable in its opinion to remedy such default or
breach. Nothing in this Agreement shall limit the right of any Party to pursue any remedy otherwise
available to it at either law or in equity.
(b) Force Ma~jeure. If by reason of Force Majeure, any Party fails in the observation or
performance of any of its agreements, duties or obligations to be observed or performed under this
Agreement, that Party shall not be deemed to be in default under this Agreement. However, that Party shall
-12-
promptly give notice to the other Party of the existence of an event of Force Majeure and shall use its best
efforts to remove the effects thereof; provided that the settlement of strikes or other such disturbances shall
be entirely within its discretion.
The term Force Majeure shall mean, without limitation, acts of God; acts by the people of the City
initiating and filing any public referendum challenging the validity of this Agreement or any other
agreement or instrument adopted or approved by the City in conjunction with the development of the
Property; strikes, lockouts or other such disturbances; acts or delays of the other Party; acts of public
enemies; orders or restraints of any kind of the government of the United States of America or of the State
or any of their departments, agencies, political subdivisions or officials (except the City or its officials), or
any civil or military authority; insurrections; civil disturbances; riots; epidemics; landslides; lightning;
earthquakes, fires, hurricanes; tornadoes; storms; droughts; floods; unusually severe weather; arrests;
restraints of government and people; explosions; breakage; malfunction or accident to facilities, machinery
or transmission lines; partial or entire failure of utilities; freight embargoes; unavailability or shortages of
materials, labor, supplies, transportation or delays of contractors, subcontractors or materialmen due to any
of such causes; or any cause, circumstance or event not reasonably within the control of that Party.
Section 8. Miscellaneous.
(a) Notices. Except as otherwise specifically set forth in this Agreement, all notices, demands,
requests, consents or approvals given, required or permitted to be given hereunder shall be in writing and
shall be deemed sufficiently given if actually received or ifhand-delivered or sent by recognized, overnight
delivery service or by certified mail, postage prepaid and return receipt requested, addressed to the other
Party at the address set forth in this Agreement or any addendum to or counterpart of this Agreement, or to
such other address as the recipient shall have previously notified the sender of in writing, and shall be
deemed received upon actual receipt, unless sent by certified mail, in which event such notice shall be
deemed to have been received when the return receipt is signed or refused. For purposes of this agreement,
notices shall be addressed to:
(1) the City at:
` City of Dublin, Ohio
,r,,,, 5800 Shier Rings Road
Dublin, Ohio 43016-7295
Attention: Director of Development
(2) Edwards at:
Edwards Golf Communities LLC
500 South Front Street
Suite 770
Columbus, Ohio 43215-7619
Attention: Deborah Rurik-Goodwin
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices, certificates, requests or other communications shall be sent.
-13-
(b) Assignments.
(1) General. Except as otherwise provided herein, each Party agrees not to assign this
Agreement without the prior written consent of the other Party.
(2) Assi~ment to Affiliate or Subsidiary. Edwards may, however, assign its rights and
obligations herein to an affiliate or subsidiary. For purposes of this Section 8, an "affiliate or
subsidiary" shall mean a legal entity which shall be directly or indirectly controlled, under the
control of, or be under common control within Edwards. For purposes hereof, "control" shall be
deemed to mean ownership of more than fifty percent (50%) of the outstanding voting stock of a
corporation or other majority equity and controlling interest if the entity is not a corporation.
(3) Default. The City agrees that it will not unreasonably withhold its consent to an
assignment of this Agreement to any lender of Edwards which may be required as a result of a
default by Edwards on any agreement related to the development of the Residential Community
Development.
(c) Extent of Provisions Re arding
City. All representations, warranties, covenants, agreements
and obligations of the City under this Agreement shall be effective to the extent authorized and permitted by
applicable law. None of those representations, warranties, covenants, agreements or obligations shall be
deemed to be a representation, warranty, covenant, agreement or obligation of any present or future
member, officer, agent or employee of the City or its City Council in other than his or her official capacity.
(d) Extent of Provisions Re arding Edwards. No representation, warranty, covenant,
agreement, obligation or stipulation contained in this Agreement shall be deemed to constitute a
representation, warranty, covenant, agreement, obligation or stipulation of any present or future officer,
agent or employee of Edwards in an individual capacity.
(e) Personal Liability. To the extent authorized and permitted by applicable law, no official
executing or approving the City's or Edwards' participation in this Agreement shall be liable personally
under this Agreement or be subject to any personal liability or accountability by reason of the issuance
thereof.
(f) Binding
E~ ffect. The Parties each represent, warrant and covenant to one another that each
Party has fully power and authority to perform their respective obligations under this Agreement and that
the execution, delivery and performance of this Agreement have been duly and effectively approved and
authorized by all necessary action. This Agreement shall be binding upon, and inure to the benefit of, the
City, Edwards and their respective permitted successors and assigns. Provided, however, any covenant,
agreement or obligation of the City which requires the expenditure of funds shall not be a general debt of
the City. Each covenant, agreement and obligation of the City under this Agreement is binding upon each
officer of the City who may have the authority or duty from time to time under law to take any action which
may be necessary or advisable to observe or perform that covenant, agreement or obligation.
-14-
_ ~W ~~..e., v - - ~
(g) Amendments. The Parties acknowledge that the terms of this Agreement relating to the
development of the Property may need to be amended from time to time and agree, therefore, that this
Agreement may be amended from time to time by written instrument executed by both of the Parties.
(h) Executed Counterparts. This Agreement may be executed in several counterparts, each of
which shall be regarded as an original and all of which shall constitute but one and the same agreement. It
shall not be necessary in proving this Agreement to produce or account for more than one of those
counterparts.
(i) Severability. In case any section or provision of this Agreement, or any covenant,
agreement, obligation or action, or part thereof, made, assumed, entered into or taken, or any application
thereof, is held to be illegal or invalid for any reason,
(1) that illegality or invalidity shall not affect the remainder hereof or thereof, any other
section or provision hereof, or any other covenant, agreement, obligation or action, or part thereof,
made, assumed, entered into or taken, all of which shall be construed and enforced as if the illegal
or invalid portion were not contained herein or therein,
(2) the illegality or invalidity of any application hereof or thereof shall not affect any legal
and valid application hereof or thereof, and
(3) each section, provision, covenant, agreement, obligation or action, or part thereof, shall
be deemed to be effective, operative, made, assumed, entered into or taken in the manner and to the
full extent permitted by law.
(j) Captions. The captions and headings in this Agreement are for convenience only and in no
way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(k) Governing Law and Choice of Forum. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio. All claims, counterclaims, disputes and other matters in
question between the City, its agents and employees, and Edwards, its employees and agents, arising out of
or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within
Franklin County, Ohio.
(1) Survival of Representations and Warranties. All representations and warranties of Edwards
and the City in this Agreement shall survive the execution and delivery of this Agreement.
[THIS SPACE INTENTIONALLY LEFT BLANK]
-15-
- - _ .._i
IN WITNESS WHEREOF, the City and Edwards have caused this Agreement to be executed in
their respective names by their duly authorized representatives, all as of the date first written above.
CITY OF DUBLIN, OHIO
By:
Printed: Timothy C. Hansley
Title: Cit~Manager
By:
Printed: Marsha I. Grigsby
Title: Director of Finance
Approved as to Form:
By:
Printed: Stephen J. Smith
Title: Director of Law
EDWARDS GOLF COMMUNITIES LLC
s•.
By:
Printed: Peter H. Edwards
Title: Chairman
-16-
FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement, certifies hereby
that the moneys required to meet the obligations of the City during the year 2000 under the foregoing
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 Section 5705.41, Ohio Revised Code.
Dated: , 2000
Director of Finance
City of Dublin, Ohio
-17-
EXHIBIT A
GENERAL DEPICTION OF PROPERTY DEVELOPMENT
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EXHIBIT B
DEPICTION OF ZONING FOR THE PROPERTY
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EXHIBIT C
DEPICTION OF GOLF COURSE PARCELS
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EXHIBIT D
DEPICTION OF CITY PARK
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EXHIBIT E
DEPICTION OF VARIOUS SUBAREAS WITHIN THE PROPERTY
E-1
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EXHIBIT F
DEPICTION OF INFRASTRUCTURE IMPROVEMENTS
F-1
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