41-06 Ordinance RECORD OF ORDINANCES
Davton Legal Blank,lnc. Form No 3004
Ordinarzee No. 41-06 Passed , 20
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH SAWMILL PARTNERS
INVESTMENT COMPANY AND/OR JUBILEE LP,
WHEREBY SAWMILL PARTNERS INVESTMENT
COMPANY AND/OR JUBILEE LP WILL TRANSFER TO
THE CITY CERTAIN REAL PROPERTY IN THE CITY OF
DUBLIN, COUNTY OF FRANKLIN AND STATE OF OHIO
IN LIEU OF REIMBURSING THE CITY FOR CERTAIN
COSTS INCURRED BY THE CITY IN CONNECTION WITH
THE CONSTRUCTION OF EMERALD PARKWAY PHASE
5B, AND DECLARING AN EMERGENCY
WHEREAS, the City will be constructing Emerald Parkway SB, an extension of
Emerald Parkway south of Hard Road, utility and other improvements associated
with Emerald Parkway in Dublin, Ohio (the "Improvements"); and
WHEREAS, in consideration of the City's construction of the Improvements,
Sawmill Partners agreed as a condition of certain zoning approvals granted by the
City, to reimburse the City for the cost of such work; and
WHEREAS, the aforementioned objectives will require the City of Dublin to enter
into an Agreement with Sawmill Partners Investment Company, as described in the
attached Exhibit "1"; and
WHEREAS, Sawmill Partners is the owner of certain real property located in the
City of Dublin, Franklin County, Ohio described as tax parcel number 273-008422
("Property 1 Property 1 is graphically depicted on Exhibit "A" attached to the
Agreement; and
WHEREAS, Jubilee LP, an Ohio limited partnership ("Jubilee"), is the owner of
certain real property located in the City of Dublin, Franklin County, Ohio described
as tax parcel number 273-008605 (the "Jubilee Property"). The Jubilee Property is
graphically depicted on Exhibit "B" attached to the Agreement; and
WHEREAS, Jubilee is an affiliate of and controlled by Sawmill Partners; and
WHEREAS, the City of Dublin and Sawmill Partners have agreed that, in lieu of
Sawmill Partners reimbursing the City for their share of the cost of the
Improvements, Sawmill Partners will (i) transfer and convey to the City fee simple
title to Property 1, and (ii) cause Jubilee to transfer and convey to the City fee simple
title to that portion of the Jubilee Property generally depicted on Exhibit "C"
("Property 2"), as consideration of the City's construction of the Improvements, on
the terms and conditions set forth in the Agreement.
NOW, THEREFORE, BE IT ORDAINED by the Council, of the City of Dublin,
state of Ohio, r~ of the elected members concurring that:
Section 1. The City Manager is hereby authorized to execute an Agreement with
Sawmill Partners Investment Company related to the transfer of property from
Sawmill Partners Investment Company and Jubilee LP and payment of any related
costs.
Section 2. This ordinance is hereby declared to be an emergency necessary for the
immediate preservation of the public health, safety and welfare. The reason for such
necessity is that the prompt construction of improvements along Emerald Parkway is
necessary to improve traffic circulation and relieve traffic congestion for the citizens
RECORD OF ORDINANCES
Dxvron Leal Blank, Inc. Fonn No 3003
Ordi~aance No. 41-06 passed Page 2 , 20
necessary to improve traffic circulation and relieve traffic congestion for the citizens
of Dublin. Therefore, this ordinance shall go into immediate effect.
Passed this day of ~ , 2006.
~ C?e Mayor - es ding Officer
ATTEST:
Clerk of Council
I hereby certify that copies of this
Ordinance/Resolution were posted in the
City of Dublin in accordance with Section
731.25 of the Ohio Revised Code.
uty Clerk of Council, Dublin, Ohio
City Manager
5200 Emerald Parkway • Dublin, OH 43017
Phone: 614-410-4400 • Fax: 614-410-4490
f,ITY OF DLBLIN M e m o
To: Members of Dublin City Council
From: Jane S. Brautigam, City Manage~~~5
Date: June 28, 2006
Initiated By: Marsha I. Grigsby, Deputy City Manager/Director of Finance
Paul A. Hammersmith, Director of Engineering
Re: Ordinance 41-06 -Authorizing the Execution of an Agreement with Sawmill Partners Investment
Company in Connection with the Construction of Emerald Parkway SB
SUMMARY:
As you are aware, Sawmill Partners Investment Company (Sawmill Partners) is required to construct three lanes
of Emerald Parkway from Sawmill Road to the Billingsley Ditch (Emerald Parkway -Phase 5) as a condition of a
rezoning approved by City Council on March 20, 1995.
Construction of Emerald Parkway SA was recently completed. Prior to the construction of roadway, the City and
Sawmill Partners entered into an Infrastructure Agreement identifying both parties' obligations, including
Sawmill Partners' obligation to reimburse the City for their portion of the project costs. The City's costs
associated with Emerald Parkway SA will be reimbursed from future service payments received from the Lifetime
Fitness and Kroger Centre TIFs.
Resolution 59-06, a resolution recommending the acceptance of the lowest and best bid for Emerald Parkway SB
is on the agenda for the July 3, 2006 City Council meeting. In lieu of Sawmill Partners reimbursing the City for
their share of the costs associated with the construction of the Emerald Parkway SB roadway project, it has been
agreed to by the City and Sawmill Partners that Sawmill Partners will transfer, or cause to be transferred,
approximately 6.4 acres of land to the City. The land to be transferred to the City is depicted on Exhibit A and C
attached to the Agreement.
This dedication of land to the City will preserve an area with a significant stand of trees and will maintain a
greenway along Hard Road and Emerald Parkway. Based on an appraisal obtained by the City, the value of the
land was estimated to be approximately $1.3 million. Sawmill Partners' share of the construction costs for
Emerald Parkway SB was estimated to be approximately $700,000. The City will be reimbursed for the
construction costs through the McKitrick TIF Fund.
RECOMMENDATION:
Staff recommends that Ordinance 41-06 be passed as an emergency at the July 3, 2006 City Council meeting.
AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into on the day of
2006 (the "Effective Date"), by and among SAWMILL
PARTNERS INVESTMENT COMPANY ("Sawmill Partners"), Jubilee Limited Partnership,
an Ohio limited partnership ("Jubilee"; Sawmill Partners and Jubilee shall sometimes here be
collectively referred to as "Seller") and the CITY OF DUBLIN, OHIO, an Ohio municipal
corporation (the "City").
Background Information
A. The City proposes to construct Roadway Project Improvements SB, constituting,
inter alia, an extension of Emerald Parkway south of Hard Road, water main and storm sewer
extensions and various other improvements along Emerald Parkway in Dublin, Ohio (the
"Improvements").
B. In consideration of the City's construction of the Improvements, and as a
condition to certain zoning approvals granted to Sawmill Partners, Seller has committed to
reimburse the City for a portion of the cost of construction of the Improvements in the amount of
$698,918.00 (the "Reimbursement").
C. Sawmill Partners is the owner of certain real property located in the City of
Dublin, Franklin County, Ohio, described as tax parcel number 273-008422 ("Property 1").
Property 1 is graphically depicted on Exhibit "A" attached hereto.
D. Jubilee LP is the owner of certain real property located in the City of Dublin,
Franklin County, Ohio described as tax parcel number 273-008605 (the "Jubilee Property"). The
Jubilee Property is graphically depicted on Exhibit "B" attached hereto.
E. In lieu of a cash payment of the Reimbursement, Seller is willing to make, and the
City is prepared to accept, (i) a conveyance by Sawmill Partners to the City of fee simple title to
Property 1 and (ii) a conveyance by Jubilee to the City of fee simple title to that portion of the
Jubilee Property generally depicted on Exhibit "C" ("Property 2"; Property 1 and Property 2 are
sometimes herein collectively referred to as the "Property"), on the terms and conditions more
fully set forth herein.
Statement of 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
TRANSFER OF PROPERTY
1.01 Agreement. On the terms and conditions set forth below, (a) Sawmill Partners
agrees to transfer and convey to the City, Property 1, (b) Jubilee agrees to transfer and convey to
the City, Property 2, and (c) the City agrees to accept from Sawmill Partners and Jubilee, all of
their respective right, title and interests in such Property, in full satisfaction of any and all
obligations of Seller to make payment of the Reimbursement or to otherwise make any
contribution to the cost of construction of the Improvements, on the terms and conditions
hereinafter set forth. It is expressly acknowledged that Jubilee's agreement hereunder is limited
to Property 2 and does not include any other portion of the Jubilee Property.
ARTICLE II
EFFECT OF CONVEYANCE
2.01 Effect of Conveyance. Upon consummation of the transfer of the Property to the
City as herein set forth, the City shall execute and deliver to Seller a full and total release of
Seller (the "Release") from any obligation to contribute to the cost of the Improvements,
including but not limited to, (a) payment of the Reimbursement, (b) payment for tree
replacement pursuant to the City's Tree Replacement Ordinance or otherwise, (c) payment for
any costs incurred with respect to any extraordinary, unforeseen and/or unanticipated
construction conditions associated with the construction of the Improvements, whether or not
included in the City's contract with its contractor, (d) payment of any design, engineering,
construction or other cost relating to the Improvements, (e) preparation and submission of any
Preliminary or Final Development Plan with respect to the Improvements, the Property and the
Jubilee Property and (f) preparation and recording of any dedication plat for the Improvements
with the Franklin County, Ohio Recorder's Office. In the event that the transfer of the Property
to the City is not consummated as herein contemplated, Seller shall be subject to such obligations
with respect to the Improvements as existed prior to the date hereof.
ARTICLE III
CONTINGENCIES
3.01 City Contin eg_ncies. The City shall not be obligated to close under this
Agreement until all of the following contingencies are satisfied in the sole discretion of City, any
one or all of which may be waived by City on or before sixty (60) days from the Effective Date
(the "Contingency Date"). The following contingencies shall be deemed to have been satisfied
or waived as of the Contingency Date, unless City notifies Seller on or before the Contingency
Date of its failure to satisfy the contingencies, in which event both Parties shall be fully released
and relieved from all further liability and obligation hereunder. The City contingencies are as
follows:
(a) The Dublin City Council approves this Agreement; and
(b) The City, at its cost, obtains a satisfactory Phase I Environmental Site Assessment
of the Property indicating that the same are free of all hazardous wastes,
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substances and materials which may require remediation or which may result in
penalties under applicable laws, rules or regulations.
3.02 Tests and En ing Bering Studies. For and during the entire period that this
Agreement is in effect, City shall, at its sole cost, have the right through the City's
representatives, associates, employees and/or contractors and agents to enter upon the Property at
reasonable times for the purpose of surveying, inspecting, making contour surveys, temporary
excavations (to be refilled by the City as promptly as the same shall have served their purpose),
test borings and other purposes required by the City to enable the City to evaluate the
environmental condition of the Property. City shall indemnify and hold harmless Seller from
and against any liability (including liability resulting in bodily injury or death), loss, damage,
claim, cost or expense (including reasonable attorney's fees and expenses) which may have
resulted or may result from any such entry upon or inspection of the Property by City, its
representatives, associates, employees and/or contractors and agents.
3.03 Dili eg nce. The City agrees that it shall, with diligence and in good faith,
promptly and expeditiously commence to take and prosecute to completion all commercially
reasonable steps as shall be necessary to satisfy the City contingencies as soon as practicable and
in no event later than the Contingency Date.
ARTICLE IV
EVIDENCE OF TITLE
4.01 Evidence of Title. The City shall, at its cost, obtain a title commitment for the
issuance of an owner's policy of title insurance with respect to the Property on the then current
ALTA Form "B"-1992 authorized for use in Ohio (the "Title Commitment"). The Title
Commitment shall be in an amount reasonably determined by the City, not to exceed the fair
market value of the Property (as reasonably determined by the parties) and shall show fee simple
title to Property 1 in Sawmill Partners and fee simple title to Property 2 in Jubilee, free and clear
of all liens and encumbrances except:
(a) those created by City;
(b) those set forth in this Agreement;
(c) general real estate taxes and special assessments which are a lien but are not then
payable or delinquent; and
(d) easements and restrictions of record which in City's opinion do not affect the
suitability of the Property.
The City may, at its expense, obtain a survey of the Property, prepared by a surveyor
registered in Ohio. If an examination of either the Title Commitment (including any
endorsements thereof) or the survey obtained hereunder discloses that Sawmill Partners and/or
Jubilee does not have good and marketable title to Property 1 and/or Property 2, as applicable,
shows exceptions to title other than those permitted herein and if Sawmill Partners is unable to
correct (or cause Jubilee to correct with respect to Property 2) such defects or remove such
exceptions within thirty (30) days after receiving notice thereof from City, the City may take any
one or more of the following actions: (x) waive such exceptions and proceed with the
transaction; (y) by written notice to Sawmill Partners, give additional time to correct such defects
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or remove such exceptions to title; or (z) treat the inability to remedy or remove any such defect,
lien, encumbrance, easement, condition, restriction or encroachment as a termination of this
Agreement, in which event Sawmill Partners shall be obligated to pay the Reimbursement to the
City. The City shall not be required to object to any monetary liens, all of which are the
responsibility of Sawmill Partners to remove (or cause Jubilee to remove with respect to Property
2) prior to or at Closing.
ARTICLE V
DEED AND OTHER DOCUMENTS
5.01 Limited Warranty Deeds. Sawmill Partners shall convey (and cause and Jubilee to
convey) fee simple title to Property 1 and Property 2, as applicable, to the City by a duly and
validly executed, recordable limited warranty deeds free and clear of all liens and encumbrances,
except those permitted pursuant to the provisions of Section 4.01 hereof. The City and Sawmill
Partners (for itself and on behalf of Jubilee) 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 and that Sawmill Partners will cause Jubilee to execute same.
Such documents shall include, but not be limited to, a closing statement, affidavit regarding
liens, unrecorded matters and possession, and resolutions authorizing the transactions
contemplated herein.
ARTICLE VI
POSSESSION AND INSPECTION
6.01 Possession. The City shall be entitled to full and exclusive possession, of the
Property as of the Closing Date. During the continuance of this Agreement, Sawmill Partners
shall permit (and cause Jubilee to permit, with respect to Property 2) all representatives of the
City free and full access to the Property.
ARTICLE VII
CLOSING
7.01 Closing Date. The transfer and conveyance of the Property shall be closed (the
"Closing") within ten (10) days after the Contingency Date, unless such closing date is extended
by agreement of the parties (the "Closing Date"). The Closing shall be at such time as the City
and Sawmill Partners (for itself and on behalf of Jubilee) may mutually agree.
ARTICLE VIII
APPORTIONMENTS AND ADJUSTMENTS
8.01 Adjustments at Closing. The City shall, at the Closing (unless previously paid), pay
the following:
(a) The cost of furnishing the survey, title commitment and title policy;
(b) One half (1/2) of the fee, if any, charged by the title insurance company for
closing the transaction contemplated herein; and
(c) The cost of the Phase I Environmental Site Assessment.
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Sawmill Partners shall, at the Closing (unless previously paid), pay or cause to be paid the
following:
(a) Recording fees required for recording the limited warranty deeds and the cost to
prepare the deeds;
(b) One Half (1/2) of the fees charged by the title insurance company for closing the
transaction contemplated herein; and
(c) Any recording fees associated with mortgage or similar lien releases attributable
to the Property.
8.02 Taxes and Assessments. Sawmill Partners shall pay (and/or cause Jubilee to pay
with respect to Property 2) to the City at Closing all delinquent real estate taxes, together with
penalties and interest thereon, all assessments which are a lien against the Property as of the date
of Closing, both current and reassessed and whether due, or to become due and not yet payable,
all use recoupment taxes (agricultural or otherwise) for years through the year of Closing, if any,
and all real estate taxes for years prior to the Closing, through the date of Closing. The proration
of undetermined taxes shall be based on a 365-day year and on the last available tax rate and
valuations, giving affect to applicable exemptions, recently voted millage, change in tax rate or
valuation, etc., whether or not officially certified. It is the intention of the parties in making this
tax proration to give the City a credit as close in amount as possible to the amount which the City
will be required to remit to the County Treasurer for the period of time preceding the Closing
Date hereof. Upon making the proration provided for herein, the parties agree that the amount so
computed shall be subject to later adjustment should the amount be incorrect based upon actual
tax bills received by the City after Closing.
ARTICLE IX
WARRANTIES AND REPRESENTATIONS
9.01 Warranties and Representation. Sawmill Partners hereby represents and warrants as
follows:
(a) Neither Sawmill Partners nor any agent, employee or representative of Sawmill
Partners, has knowledge of contamination or environmental conditions at the
Property or 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 provided to the City;
(b) Sawmill Partners is authorized to enter into this Agreement and consummate the
transactions contemplated herein for itself and on behalf of Jubilee; and
(c) Through and until the Closing Date, Sawmill Partners shall not enter into (or, with
respect to Property 2, permit Jubilee to enter into) any easement, purchase or sale
agreement, lease or other contract pertaining to the Property.
5
All representations and warranties set forth in this Agreement shall be true and correct as
of the date hereof and as of the Closing Date. Sawmill Partners hereby agrees to indemnify and
hold the City harmless from and against any and all claims, demands, liabilities, costs and
expenses of every nature and kind (including attorneys' fees) which the City may sustain at any
time by reason of the untruth, breach, misrepresentation or non-fulfillment of any of the
covenants, representations, warranties or agreements made by Sawmill Partners in this
Agreement or in any documents or agreements delivered in connection with this Agreement or
with the closing of the transaction contemplated hereby.
9.02 Breach of Warranties Prior to Closing. If, during the pendency of this Agreement,
the City determines that any warranty or representation given by Sawmill Partners to the City
under this Agreement shall be untrue, incorrect or misleading, in whole or in part, the City may
terminate this Agreement, in which event Sawmill Partners shall be obligated to pay the
Reimbursement to the City.
ARTICLE X
NOTICES
10.01 Notice Procedure. Any notices required hereunder shall be in writing, shall be
transmitted by certified mail, postage prepaid, return receipt requested, by nationally recognized
overnight courier, or by facsimile (followed by deposit in regular US mail) and shall be deemed
given when received or when receipt is refused, and shall be addressed to the parties at the
address set forth on page 1 of the Agreement. Copies of all notices sent to the City shall be sent
to: Gregory S. Baker, Esq., Schottenstein, Zox & Dunn, 250 West Street, Columbus, Ohio
43215 and copies of all notices sent to Sawmill Partners shall be sent to:
ARTICLE XI
GENERAL PROVISIONS
11.01 Governing. 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. The
undersigned hereby waive the right to trial by jury.
11.02 Entire A~,reement. 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.
11.03 Assignment. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, legal representatives, successors and assigns.
11.05 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.
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11.06 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.
[Signatures on following page.]
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IN WITNESS WHEREOF, the parties have hereunto subscribed their names on the day
and year first aforesaid.
SAWMILL PARTNERS INVESTMENT COMPANY:
By:
Print Name:
Its:
CITY OF DUBLIN, OHIO,
an Ohio municipal corporation
Jane S. Brautigam, City Manager
Exhibits:
Exhibit "A" -Graphical depiction of Property 1
Exhibit "B" -Graphical depiction of Jubilee Property
Exhibit "C" -Graphical depiction of Property 2 (also showing part of Property 1)
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Property Search Results EXH I B I T A Page 1 of 1
Map Search Real Estate Search Daly Conveyances Auditor Home Related Links ~
PID: 273-008422 (j + 1 I
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Current Map:
Real Estate Paae 2716' x 1999' ~ / 1 ! i.
Image Date: Thu Jun 22 10:47:43 2006 Ortho Photograi
The closest fire station from the center of this map is 4231 feet away. See below for more details.
Measurements are over straight-line distances.
Hint: To see other parcels that may be owned by this parcel's owner, click on their name in the yellow upper-left box.
Link to:
County ~ City of
"
" Recorder K Dublin GIS
Documents °
~AetaNWP
Closest Fire Departments
Washington Township - 92 4231 feet
Columbus Station 27 1.6 miles
Washington Township - 93 2.9 miles
Disclaimer
This map is prepared for the real property Inventory within this county. It is compiled from recorded deeds, survey plats, and other public records and
map are notified that the public primary information source should be consulted for verification of the information contained on this map. The county .
companies assume no legal responsibilities for the inforrnatlon contained on this map. Please notify the Franklin County GIS Division of any discrepant
http://209.51.193.87/scripts/rizrllweb5a.p1 6/22/2006
Property Search Results EXH I B I T B Page 1 of 1
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Map Search Real Estate Search Daily Conveyances Auditor Home Related Links »
PIp: 273-008605 I
Jubilee L P !
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Image Date: Thu ]un 22 11:11:14 2006 Ortho Photogral
The closest fire station from the center of this map is 4395 feet away. See below for more details.
Measurements are over straight-tine distances.
Hint: To view acolor-coded display of the property values of the parcels on the current map, select the Theme Maps option.
Link to:
County
" Recorder City of
Documents ~ Dublin GIS
Closest Fire Departments
Washington Township - 92 4395 feet
Columbus Station 27 1.5 miles
Washington Township - 93 2,9 miles
Disclaimer
This map is prepared for the real property inventory within this county. It is compiled from recorded deeds, survey plats, and other public records and
map are notified that the public primary information source should be consulted for verification of the Information contained on this map. The county:
companies assume no legal responsibilities for the information Contained on this map. Please notify the Franklin County GIS Division of any discrepant
http://209.51.193.87/scripts/Inmweb5a.p1 6/22/2006
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