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Ordinance 038-17Dayton Legal Blank, Inc. Ordinance No. RECORD OF ORDINANCES 38 -17 Form No. 30043 Passed , 20 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A REAL ESTATE TRANSFER AGREEMENT AND AN INFRASTRUCTURE AGREEMENT WHEREIN THE CITY DEEDS 3.69 ACRES, MORE OR LESS, OF REAL ESTATE TO CRAWFORD HOYING DEVELOPMENT PARTNERS, LLC IN EXCHANGE FOR THE CONSTRUCTION OF THE EXTENSION OF BRIDGE PARK AVENUE FROM DALE DRIVE TO VILLAGE PARKWAY AND AUTHORIZING THE EXECUTION OF VARIOUS RELATED AGREEMENTS AND DOCUMENTS, WHEREAS, the City has prepared a strategy for comprehensive development within an area of the City generally known as the Bridge Street District and that strategy was effected by the approval of the Bridge Street District Area Plan therefor by the City on July 1, 2013; and WHEREAS, Crawford Hoying Development Partners, LLC (the "Developer'? has proposed to construct a road extension contemplated by the Bridge Street District Area Plan to Bridge Park Avenue from its current terminus at Dale Drive to Village Parkway, inter a/ia, in exchange for four (4) parcels of real estate consisting of approximately 3.69 acres owned by the City; and WHEREAS, the City has determined that cost of designing and constructing this roadway extension is well in excess of the both the current value of, and the prices the city paid for the 3.69 acres of city owned land; and WHEREAS, Bridge Park Avenue is identified as an important "District Connector Street" within the Bridge Street District Street Network Map and will provide an important additional roadway connection to better distribute traffic and serve both the needs of this District and the broader Dublin community, and WHEREAS, the City has determined that it would be in the best interests of the City to enter into these agreements with the Developer to provide for the construction and installation of the roadway extension in exchange for the four parcels of real estate in the manner described herein. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, of the elected members concurring, that: Section 1. Authorization of Agreements. The following agreements, each of which generally provide for the terms as described below, each by and between the City and the Developer, and each in the form presently on file with the Clerk of Council, are hereby approved and authorized with such changes therein not inconsistent with this Ordinance and not substantially adverse to this City and which shall be approved by the City Manager: (a) the Real lEstate Transfer Agreement, which generally provides for the City's immediate transfer of four parcels of real estate currently recorded in the name of the City or existing as public Right of Way, and (b) the Infrastructure Agreement, which generally provides for the Developer's construction of a roadway extension of Bridge Park Avenue from Dale Drive to Village Parkway. The City Manager, for and in the name of this City, is hereby authorized to execute each of the foregoing agreements, provided further that the approval of changes to any such agreement by that official, and their character as not being substantially adverse to the City, shall be evidenced conclusively by the execution thereof. This City Council further authorizes the City Manager, for and in the name of the City, to execute any amendments to any of the foregoing agreements, which amendments are not inconsistent with this Ordinance and not substantially adverse to this City. Dayton Legal Blank, Inc. Ordinance No. 38 -17 RECORD OF ORDINANCES Form No. 30043 Passed Page 2 of 2 20 Section 2. Real Estate Transfers. The City Manager is hereby authorized to execute any and all agreements and other instruments necessary to implement the real estate transactions contemplated in the attached Real Estate Transfer Agreement. Section 3. Further Authorizations. This City Council further hereby authorizes and directs the City Manager, the Director of Finance, the Director of Law, the Director of Development, the Clerk of Council or other appropriate officers of the City to prepare and sign all documents and instruments and to take any other actions as may be appropriate to implement this Ordinance, including but not limited to the renaming of streets. Section 4. Open Meetings. This City Council finds and determines that all formal actions of this City Council and any of its committees concerning and relating to the passage of this Ordinance were taken in an open meeting of this City Council or any of its committees, and that all deliberations of this City Council and any of its committees that resulted in those formal actions were in meetings open to the public, all in compliance with the law including Ohio Revised Code Section 121.22. Section 5. Effective Date. This Ordinance shall take effect and be in force from and after the earliest date permitted by law. Clerk of Council 0 J. Y. Am& Wo"Office of the Cifty Manager 5200 Emerald Parkways Dublin OH 43017-1090 Uity of Dubl 'in Phone: 614.4 10.4400 * Fax: 6114.410.4490 cit memo WERN M Memo re. Ordinance Nos. 38-17 and 39-17 relating to the extension of Bridge Park Avenue June 22, 2017 Page 2 of 2 being implemented 'in accordance with an approved master Sign Plan. The attached Real Estate Transfer and Infrastructure Agreement (authorized by Ordinance No. 38-17) has been amended and a new Section 14.2 has been added to address this 'issue as follows-, 14.2 S69��e A# sl'gnage (permanent or temporary) on the Transfer Properties shall be prohibited until redevelopment of the respective Transfer Property and approval of a Master 5ign Plans The agreements facilitating the proposed extension of Bridge Park Avenue from Dale Drive to Shamrock Boulevard will, if implemented; APPRAISAL SERVICES OF: 200 + / -ACRES VACAN"I' LAND �� • .F1] < - � �� s �yya tj Fl �__ #: \ — �� r �m� �m m na .Nib I "r'S` Trva• � � � Il r _ '. + v _gw i j - - _ _ m I i / g R m- �- .., �_ ....,..e...7.......�..e. ...,. �..e «...,....... _..��.. e. '. l ,., o..�.............. .a ." 1 I LOCATION: DALE DRIVE CI"I'Y OF DUBLIN, FRANKLIN COUN"I'Y, OHIO EFFECTIVE DATE: SUNE 19, 201 "I PREPAI2.F.D FOR: NIl2. "I'EAAY FOEGLEA DIAEC"I'OA OF 5"I'AA"I'EGIC INI"I'IA"I'IVES /SPECIAL PAOSEC"I'S CI"I'Y OF DUBLIN NIl2. PHILIP K. HAA"I'MANN, ESQ. FAO S"I' BROWN "TODD, LLC ONE COLUNffiUS SUI"I'E 2300 1 O WES"I' BROAD 5"I'AEE"I' COLUNffiU5, OHIO 43215 THE ROBERT WE�LER nnn.�� =�� w�.C.. oM PANYO 'rVr'. eb(si a)z F r�s °,:,.e �e� mom The Robert Weiler Company REALTORS AND APPRAISERS 10 NORTH HIGH STREET, SUITE 401 COLUMBUS, OHIO 43215 OFFICE (614) 221 -4286 FAX (614) 221 -7069 w .rweilerxom June 19, 2017 Mr. Terry Foegler Director of Strategic Initiatives/ Special Projects City of Dublin Mr. Philip K. Hartmann, Esq. Frost Brown Todd, LLC One Columbus Suite 2300 10 West Broad Street Columbus, Ohio 43215 Re: Appraisal Services and Analysis 2.00 + /- acres Vacant Land Dale Drive City of Dublin, Ohio Owner: City of Dublin Gentlemen: Per your request, we have determined the "as is" market value of the subject property identified herein as 2.00 + /- acres of vacant raw land that is located along the east side of Dale Drive, across from Bridge Park Avenue, just north of W. Dublin Granville Road and east of Riverside Drive within the City of Dublin, Franklin County, Ohio. The property is located within the Bridge Street development area. Per the client, we have been asked to determine what a fair market price would be for the subject property. The appraisal is intended to be utilized by the client, the addressee of this appraisal report, for internal decision - making purposes. The effective date of the value estimate stated herein is June 19, 2017. The date of this report is June 19, 2017. Page 2 The scope of this appraisal report includes everything the appraiser deems necessary for estimating the subject property's market value which included a review of the subject's market area and current market conditions. This includes a viewing of the subject property. The highest and best use was then determined and the cost, income and sales comparison approaches to value were analyzed and reviewed as to their applicability to derive a reliable market value estimate. The market value estimate contained herein was derived through a comparison of recent land sales considered similar to the subject property. The income and cost approaches were deemed not applicable. Per public records, the last transfer of the subject property was to the City of Dublin from Dale Drive Properties, LLC. The transfer price was $0. There have been no other transfers noted within public records documents of the subject property within the past five years. An exhibit indicating the exact location of the subject property is highlighted in red below. This exhibit illustrates a proposed road extension along the subject's northern boundary. For purposes of this analysis, the market value determined herein does not take into consideration this proposed roadway. The highest and best use of the subject property as "vacant and available" is for mixed -use development that can take advantage of the subject's desirable location within the Bridge Street development area. Page 3 In determining the market value of the subject property, a search of the subject's general market area and comparable surrounding market areas was performed to find sales of similar comparable improved sales. The salient portions of these sales are located within the work file of the appraiser. The comparable land sales transferred in 2013 to 2017; and exhibit a market value range of $203,720 to $319,410 per acre prior to adjustments. The sales are compared to the subject on a qualitative basis for comparison items including location, size, configuration, quality, age, construction and site amenities. Based upon our analysis of comparable land sales within the immediate area and considering the subject's rectangular configuration, desirable location within the Bridge Street development, limited road frontage and overall market desirability, the subject property, containing 2.00+/ - acres, would command a range in market value from $250,000 to $275,000 per acre. As a result of our appraisal and analysis, it is our opinion that the "as is" market value of the fee simple estate of the subject property (2.00 + /- acres of raw vacant land), in terms of cash or financial arrangements equivalent to cash, as of June 19, 2017 is: $500,000 ($250,000 Per Acre) To $550,000 ($275,000 Per Acre) Page 4 The opinions and conclusions set forth in this report may not be understood without additional information contained in the work file. The analysis is subject to various contingent conditions and assumptions made throughout this report. It is our intent to have completed the appraisal assignment in accordance with accepted appraisal standards promulgated by the Appraisal Standards Board of the Appraisal Foundation and the Appraisal Institute and in accordance with the Department of the Treasurer, Office of the Comptroller of the Currency, 12 CFR, Part 34, Subpart C, Appraisals ( "Final Rule. ") This appraisal has been prepared in conformity with the code of professional ethics and standards of the Appraisal Institute and USPAP. Marketing and exposure times are estimated to be three months. This report is written as a Restricted Appraisal Report under Standards Rule 2 -2 of the Uniform Standards of Professional Appraisal Practice. The purpose of this report is to provide a third party's professional opinion as to the "as is" market value of the subject property identified herein. A restricted report limits the reliance on the report to the client and considers anyone else using the report an unintended user. The report may not be fully understood without additional information in the work file of the appraiser. This appraisal report will need to be upgraded to a summary report for depositions or court testimony. This restricted report is limited in scope to an analysis of sales of properties similar in nature as this method reflects the activities of typical buyers and sellers of this property type in the marketplace. We hereby certify that we have no present or future contemplated interest in the subject property land areas and that our fee for this restricted report is in no way contingent upon the value estimate reported herein. We have not been provided with any information concerning the subject's subsurface or load bearing capabilities nor have we been provided with any information pertaining to the presence of hazardous conditions which may have an adverse effect on the value of the subject property land areas. This restricted report has been made assuming that no such conditions exist. If additional information is required, the client is advised to obtain the services of a qualified engineer. We certify that we have performed numerous appraisals on properties similar to the subject and that we are qualified to offer our opinion as to its market value. Our professional qualifications are included below for reader reference. Page 5 This appraisal is subject to the general and extraordinary assumptions previously articulated. This appraisal report does not incorporate any hypothetical conditions. Thank you for this opportunity to be of service. Sincerely, &Vyj� Robert J. Weiler, MAI State Certified General Real Estate Appraiser / C Melissa Dean Speert State Certified General Real Estate Appraiser Sub'ect Location Ma U � ti I �- -,Gm ,` i� T , vnnM 9 ontl �P 988 20CH tircrosofl aor ore r�tl/onls su fiorsl9LnahL= ".d General Location Ma LIMITING CONDITIONS The appraisal attached hereto is made expressly subject to the following conditions, limitations and stipulations. Possession of this report, or any copy thereof, does not carry with it the right of publication, duplication or distribution, nor may the same be used for any purpose by any but the applicant without the previous written consent of the appraiser or the applicant, and any event, only in its entirety. No responsibility is assumed for the legal description provided or for matters pertaining to legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated. The property is appraised free and clear of any or all liens or encumbrances unless otherwise stated. Responsible ownership and competent property management are assumed. Information furnished by others is believed to be reliable, but no warranty is given for its accuracy. All engineering studies are assumed to be correct. The plot plans and illustrative material in this report are included only to help the reader visualize the property. It is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or for obtaining the engineering studies that may be required to discover them. It is assumed that the property is in full compliance with all applicable federal, state, and local environmental regulations and laws unless the lack of compliance is stated in the appraisal report. It is assumed that the property conforms to all applicable zoning and use regulations and restrictions unless a nonconformity has been described in the appraisal report. It is assumed that all required licenses, certificates of occupancy, consents, and other legislative or administrative authority from any local, state, or national government or private entity or organization have been or can be obtained or renewed for any use on which the opinion of value contained in this report is based. It is assumed that the use of the land and improvements is confined within the boundaries or property lines of the property described and that there is no encroachment or trespass noted in the report. PJ Unless otherwise stated in this report, the existence of hazardous materials, which may or may not be present on the property, was not observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea - formaldehyde foam insulation, and other potentially hazardous materials may affect the value of the property. The value estimated is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for such conditions or for any expertise or engineering knowledge required to discover them. The intended user is urged to retain an expert in this field, if desired. The forecasts, projections or operating estimates contained herein are based on current market conditions, anticipated short-term supply and demand factors, and a continued stable economy. These forecasts are, therefore, subject to changes with future conditions. This appraisal has been made with the following general limiting conditions: Any allocation of the total value estimated in this report between the land and the improvements applies only under the stated program of utilization. The separate values allocated to the land and buildings must not be used in conjunction with any other appraisal and are invalid if they are. Appraisal Institute, The Appraisal of Real Estate, 14th ed. (Chicago: Appraisal Institute, 2013), 664. 1) The appraiser, by reason of this report, is not required to give further consultation or testimony or to be in attendance in court with reference to the property in question unless arrangements have been previously made. 2) Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraiser, or the firm with which the appraiser is connected) shall be disseminated to the public through advertising, public relations, news, sales, or other media without the prior written consent and approval of the appraiser. 3) No legal description or survey was furnished, so the appraiser used the county tax plat to ascertain the physical dimensions and acreage of the property. Should a survey prove this information to be inaccurate, it may be necessary for this appraisal to be adjusted. 4) The analyst assumed good title to all the property described or mentioned in the report and is appraised free and clear of any or all liens or encumbrances unless otherwise stated. No responsibility is assumed for matter legal in nature. 5) The valuation indicated in this report is valid only for the valuation date and for the purpose stated. 3 6) The appraisal assignment was not based upon a requested minimum valuation, a specific valuation or the approval of a loan. 7) The Americans with Disabilities Act (ADA) became effective January 26, 1992. The appraiser has not made a specific compliance survey or analysis of the property to determine whether or not it is in conformity with the various detailed requirements of ADA. It is possible that a compliance survey of the property and a detailed analysis of the requirements of the ADA would reveal that the property is not in compliance with one or more of the requirements of the act. If so, this fact could have a negative impact on the value of the property. Since the appraiser has no direct evidence relating to this issue, possible noncompliance with the requirements of ADA was not considered in estimating the value of the property. 8) Unless otherwise stated in this report, the existence of mold, which may or may not be present on the property, was not observe by the appraiser. The appraiser has no knowledge of the existence of mold on the property; however, mold does exist in most every property and usually causes no harm but it can be toxic in some situations. The appraiser is not qualified to detect such substances. The presence of mold may affect the value of the property. The value estimated herein is predicated on the assumption that there is no mold problem on or in the property that would cause a loss in value. No responsibility is assumed for such conditions or for any expertise or engineering knowledge required to discover them. The intended user is urged to retain an expert in this field, if desired. 9) This appraisal is not a "building inspection" and the appraiser is not acting as a "building inspector" when preparing this report. The appraiser visually observed areas that were readily accessible. This inspection is not intended to be technically exhaustive. 4 CERTIFICATE OFAPPR4 L The undersigned does hereby certify as follows. 1) The Appraisal Institute conducts a program of continuing education for its designated members. As of the date of this report, Robert I. Weiler and Melissa Dean Speer have completed the requirements ofthe continuing education program of the Appraisal Institute. 2) The use of this report is subject to the requirements of the Appraisal Institute and the American Society of Appraisers relating to review by its duly authorized representatives and is subject m duly authorized representatives of the courts (subpoenaed or requested). 3) The statements of fact contained in this report are true and correct. 4) The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions and our personal, unbiased professional analyses, opinions and conclusions. 5) We have no present or prospective interest in the property that is the subject of this report, and we have no personal interest or bias with respect to the parties involved 6) Cur compensation is not contingent upon the reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value estimate, the attainment of a stipulated result, or the occurrence of a subsequent event 7) Cur analyses, opinions, and conclusions were developed and this report has been prepared in conformity with the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, the Code of Professional Ethics and Standards of Professional Practice of the Appraisal Institute the Principles of Appraisal Practice and Code of Ethics of the American Society of Appraisers, and The Counselors ofReal Estate 8) The subject property was not physically viewed The scope of this analysis is limited to a desktop review ofpertment information provided by the client 9) No one provided significant professional assistance to the persons signing this report . 10) The read estate, which is the subject of this report was valued as of June 19, 2017. The date of this report is June 19, 2017 11) This report is within the scope of our certifications, is not contingent upon any fee and is provided by ourselves as disinterested and unbiased third parties. 12) The appraisal assignment is notbased on a specific or requested minimum valuation orthe approval of loan 13) The Robert Weiler Company did prepare an appraisal on the subject property in June of 2014 for the same client ( / //�/�•�. A/v—/— Robert J Weiler, hied Melissa Dean Speert State Certified General Appraiser No .382759 State Certified General Appraiser No .2001006485 OFROBERT J. WEILER EDUCATIONAL BACKGROUND Bachelor of Science Degree in Business Administration, University of Arizona, 1957 Master of Arts Degree in Real Estate, The Ohio State University, 1964 Doctor of Philosophy (Ph.D.), The Ohio State University, 1968 Juris Doctor (J.D.) Degree, Capital University Law School, 1983 REAL ESTATE EXPERIENCE Realtor® since 1957 Full time real estate appraisal profession since 1959 Chairman of the Board of The Robert Weiler Company Developer of numerous subdivisions and apartment/office /industrial complexes in Central Ohio Real estate consulting since 1970 Adjunct Professor, Capital University Law School and Capital University MBA Program Adjunct Professor, OSU Moritz College of Law Contributing Editor, The Appraisal ofReal Estate Individuals Investors Mortgage Lenders Realtors® Probate Courts County Commissioners Churches Cities throughout Ohio City of Columbus Numerous large corporations, including several listed on the New York Stock Exchange State of Ohio Franklin County Auditor Department of Development The Ohio State University Municipal Development Departments County Commissioners Attorneys School Boards Park Commissions MEMBERSHIP AND HONORARY ACHIEVEMENTS Licensed Certified General Real Estate Appraiser, State of Ohio Columbus Board of Realtors ®; Director, Past President Ohio and National Association of Realtors ®; Board of Directors, 1977 -79, National Association of Realtors® American Institute of Real Estate Appraisers;' Past President, Ohio Chapter #3; MAI designation American Society of Real Estate Counselors Society of Real Estate Appraisers;' Past President, Columbus Chapter; Instructor of SRA courses; Columbus and Ohio State Bar Associations Past Chairman, Ohio Real Estate Appraisal Board Past Chairman, Capital University Board of Trustees Past Member, Columbus Board of Education; President, 1987 Past Member, Board of Trustees, Center of Science and Industry (COSI) Board of Trustees, Metropolitan YMCA; Past Chairman Board of Trustees, Columbus/Franklin County Affordable Housing Trust Board of Trustees, Ohio Capital Corporation for Housing Board of Trustees, Columbus Urban League Board of Trustees, Central Ohio Transit Authority (COTA) Board of Trustees, Columbus Bar Foundation Founding Member, Central Ohio Community Improvement Corporation (COCIC) 'Unified as the Appraisal Institute, January 1, 1991 OF MELISSA DEANSPEERT Melissa Dean Speert Certified General Real Estate Appraiser No. 2007006485 The Robert Weiler Company 41 South High Street Suite 1010 Columbus, Ohio 43215 Chief senior commercial appraiser with The Robert Weiler Company, Real Estate Counselors, Appraisers and Brokers. Work Scope includes appraisals, consulting services, research and governmental clients throughout the Columbus metropolitan area, Franklin County and the State of Ohio. Certified General Real Estate Appraiser No. 2007006485 ODOT Prequalified EDUCATIONAL BACKGROUND Capital University: Marketing and Business Studies Appraisal Institute, Appraisal Principals Appraisal Institute, Appraisal Procedures Appraisal Institute, Basic Income Capitalization Appraisal Institute, Advanced Income Capitalization Appraisal Institute, Uniform Standards of Professional Appraisal Practice Appraisal Institute, Fair Housing Various seminars and classes reflecting current trends in valuation of real property APPRAISAL EXPERIENCE May 2005 — Present: Staff Appraiser, The Robert Weiler Company. Jan. 1999 — May 2005: Appraiser, Anthony F. Mollica and Assoc. Residential, Commercial, Industrial, and Multi- Family Properties TYPES OF PROPERTIES APPRAISED Special Purpose Properties Service Stations Various Types of Commercial and Retail Properties Manufacturing Facilities Office/Warehouse Properties General and Medical Office Buildings Development Land Shopping Centers Agricultural Land Proposed Subdivisions Single- Family Residential Multi- Family Complexes Eminent Domain Automobile Dealerships Car Washes Institutional Uses APPRAISAL PRACTICE Full time real estate appraiser for over ten years and have completed several courses sponsored by the Appraisal Institute and continue to attend real estate courses and seminars. Our real property valuation experience includes a wide variety of commercial industrial, office, single-family, multi-family, development land and special purposes properties throughout the Columbus Metropolitan area and the State of Ohio. The list of clients served include mortgage lending institutions; corporations, organizations and churches; Universities and Colleges (Ohio University, OSU); attorneys and law firms; Ohio Department of Transportation; numerous municipalities; investors and developers; and property owners. Office of the City (Manager 5200 Emerald Parkway • Dublin, OH 43017 -1090 City of Dublin Phone: 614.410.4400 • Fax: 614.410.4490 To: Members of Dublin City Council From: Dana L. McDaniel, City Manager Date: June 8, 2017 Initiated By: Terry Foegler, Director of Strategic Initiatives /Special Projects Angel Mumma, Director of Finance Phillip Hartmann, Assistant Law Director TLZ4 I I I oil Re: Ordinance Nos. 38 -17 and 39 -17 relating to the extension of Bridge Park Avenue The developer of the Bridge Park project, Crawford Hoying Development Partners, has presented a proposal to the City of Dublin wherein the developer would construct and extend an important segment of Bridge Park Avenue in exchange for four parcels of real estate currently owned or controlled by the City of Dublin. Ordinance No. 38 -17 authorizes the City Manager to enter into a "Real Estate Transfer Agreement and an Infrastructure Agreement" with Crawford Hoying, which together establish the terms and conditions under which this exchange and the construction of Bridge Park Avenue segment would occur. Two of the four parcels require the vacation of existing right -of -way, thus creating the need for Ordinance No. 39 -17. The Bridge Street District Street Network Plan provides for a grid network of roadways that will substantially increase the levels of roadway connectivity within the Bridge Street District. The Plan classifies a series of important internal streets as "District Connector Streets" (DCS), which play a vital role enhancing internal District circulation and connectivity to the many planned "Neighborhood Streets," which form the primary grid. The recently completed section of John Shields Parkways is an example of one such District Connector Street, as is a current segment of roadway to its south within the Bridge Park project known as "Bridge Park Avenue." It is the extension of Bridge Park Avenue from its current terminus at Dale Drive eastwardly to existing Shamrock Boulevard that is the roadway improvement contemplated within the Real Estate Transfer Agreement and the Infrastructure Agreement authorized by Ordinance No. 38 -17. Summary of Agreements Ordinance No. 38 -17 authorizes the City Manager to execute two separate but interrelated agreements. The "Real Estate Transfer Agreement" establishes the terms and conditions under which four parcels of land would be transferred from the City of Dublin to Crawford Hoying and the design and pricing for the Bridge Park Avenue segment. The Real Estate: The First parcel (identified as "B" on the attached Exhibit 1) is the site of the former Wendy's restaurant and located at the southeast corner of SR 161 and Riverside Drive (for which Crawford Hoying already has a first purchase option established within the Bridge Park Development Agreement). This site includes approximately one acre and, because of the access limitations posed by its adjacency to the roundabout, it needs to secure a vehicular access from an adjacent parcel upon any redevelopment of the site. The agreement makes provision to require the securing of the needed access easement. The City purchased the former Wendy's site (both building and land) in 2013 for $2.0 million, to provide the additional right -of -way needed for the Memo re. Ordinance Nos. 38 -17 and 39 -17 relating to the extension of Bridge Park Avenue 3une 8, 2017 Page 2 of 4 construction of the SR 161 and Riverside Drive roundabout (the appraisals acknowledged the significant negative impacts the new roadway improvement would have on any residual land). The restaurant building has been demolished, the roundabout has been built, and the residual land area has been reduced from 2.37 acres (1.92 minus the present road occupied) to approximately one acre. The second transfer parcel ( "A" on the attached Exhibit 1) includes an approximately 2.0 acres residual from a larger 4.57 acres tract purchased by the City in 2016 (owned by the Dale Drive Properties). The purchase was undertaken in order to accommodate the new COTA Park and Ride site on Dale Drive, to provide the right -of -way needed for the now completed extension of Dale Drive (for its connection north to Tuller Road), as well as to provide the right -of -way needed for the future extension of Bridge Park Avenue from Dale Drive to the east. The City acquired the 4.57 acre site as a result of a settlement agreement for $1.2 million. After the City's rights -of -way and the COTA Park and Ride sites are removed from this tract, the approximate 2.0 acre residual parcel would front the south side of Bridge Park Avenue, at the southeast corner of its intersection with Dale Drive. This portion of the Dale Drive Properties' parcel has some additional limitations posed by utilities and drainage swales located thereon. The other two parcels consist all or in part of dedicated right -of -way, and would only be developable if assembled and made part of a larger adjacent tract(s). These therefore require that the existing right -of -way be formally vacated by the City before the underlying ownership can be transferred. Parcel C (see Exhibit 1) is a .3 acre island located at the southeast corner of the intersection of SR 161 and Dale Drive, and is bounded on its south by Sharp Lane (which serves as a frontage access road along the south side of SR 161 in this area). A Crawford Hoying affiliate owns the abutting Shoppes at River Ridge property. This island of land was purchased by the City in the 1990s as part of the larger SR 161 reconstruction project and the costs are not known. The final parcel, identified as Parcel D on the attached Exhibit 1, is a .39 acre residual of land adjacent to Sycamore Ridge Apartments that resulted from the creation of the new "T" intersection at Tuller Ridge Drive and Dale Drive when the Dale - Tuller connector was constructed in 2015. The .39 acre tract was purchased by the City in 2015 for $120,079 as a negotiated settlement of appropriation (and the value of negative impacts on the remaining parent tract were a part of this negotiated price). The property to the immediate west of this site (on the other side of Dale Drive) is owned by a Crawford Hoying affiliate. Bridge Park Avenue Extension: In December 2014, Dublin City Council authorized the purchase of 2.282 acres of land from Wendy's International for the future extension of Bridge Park Avenue along the northern property line of Wendy's corporate headquarters. Although not a part of the current land exchange with Crawford Hoying, the purchase of this strip of land by the City from Wendy's International, and the acquisition from Dale Drive Properties to its west, had assembled all of the additional right -of -way needed for the future extension of Bridge Park Avenue from Dale Drive to Shamrock Boulevard (see Exhibit 1). This missing section of roadway is an important segment of this District Connector Street within the Bridge Street District because once constructed, this extension will provide another important east -west roadway through the full extent of the eastern portion of the Bridge Street District. It will provide direct, signalized connectivity to both Riverside Drive and Sawmill Road. Again, it is the construction of this extension of Bridge Park Avenue that Crawford Hoying is proposing to perform in exchange for the four City -owned parcels as highlighted on Exhibit 1. Memo re. Ordinance Nos. 38 -17 and 39 -17 relating to the extension of Bridge Park Avenue June 8, 2017 Page 3 of 4 Like the Dale Drive - Tuller Drive connector referred to above, it is important to note that under the terms of these agreements, the proposed Bridge Park Avenue roadway would be built to an "interim" level of finish. Effectively, this means the improvement would include a two -lane asphalt roadway, with a surface drainage system and a multipurpose path and temporary lighting. The on- street parking with permeable pavers, granite curbs, brick sidewalks, a dedicated cycle track, formal landscape beds and Bridge Street District lighting fixtures would not be included in the initial construction. The roadway design, however, is being undertaken in anticipation of these desired permanent level improvements so that as little reconstruction as possible will be needed when the full build out of the roadway is triggered in the future. It is anticipated that these final enhancements would occur in conjunction with (and likely at least funded in part by the TIF proceeds from) a future private development project fronting this roadway. In any event, the initial improvements will provide important enhancements to the vehicular, pedestrian and bicycle connectivity and access for the area. From the developer's (Crawford Hoying's) perspective, they approached the City about the possibility of the proposed land for improvements exchange not only for the four parcels of land (two of which have very limited development potential), but because they view the added accessibility to its Bridge Park project as being significantly enhanced by the proposed roadway extension. Financial Considerations: The construction drawings for the Bridge Park Avenue extension are complete, pending City approval. The estimated hard construction cost for the project is $1,715,000, with a total estimated cost of $2,192,550, including design fees and contingency. Under the terms of the agreements authorized by Ordinance No. 38 -17, Crawford Hoying assumes all of the risk for construction cost escalation, other than for those items the City might choose to add to the scope of the construction. The developer agrees to perform all of the agreed upon design and construction work in exchange for title to the four parcels depicted in Exhibit 1. The Administration and legal staff believe that the value of the land parcels being exchanged for the improvement is less than the cost of designing and constructing this important roadway connection (and therefore less than the value of the proposed roadway improvement). Only two of the sites have meaningful near term development potential. For the two sites that do have development potential, the former Wendy's restaurant site had a land value of $784,000 per acre at the time of its acquisition in 2013 by the City; however, the site's development potential has been significantly impaired by both its reduction in size and the severe access limitation that now exists due to the new roundabout. It is clear, for example, the site is no longer suitable for a traditional fast food restaurant site, which was an attribute that helped establish its previous high per acre value. Although purchased as part of a settlement agreement, the value of Parcel A, the two acre residual of the Dale Drive Properties, based upon the per acre allocation of the City's actual purchase price, would be approximately $525,000. The other two right -of -way affected parcels are not developable by themselves (and would likely have very little market value), and reflect far more speculative purchases by the developer. The former Sycamore Ridge residual was purchased for $120,000, although damage to the remaining apartment project site figured into that final compensation. As noted earlier, we have no readily accessible record of the purchase cost of parcel D, but again, due to its lack of current development potential would likely have a low fair market value. Memo re. Ordinance Nos. 38 -17 and 39 -17 relating to the extension of Bridge Park Avenue June 8, 2017 Page 4of4 Although we believe it overvalues the current market value for two of the parcels, the total purchase price of the three recently acquired parcels would reflect a City cost as follows: Parcel A Dale Drive Properties $525,000 Parcel B Former Wendy's restaurant $784,000 Parcel C ROW Shoppes River Ridge (1990s) Parcel D ROW Sycamore Ridge Apt. $120,000 TOTAL $1,429,000 Just considering the full cost of the three recent City acquired properties (as opposed to their actual market value), and assigning some modest value to the Parcel C right -of -way, it seems clear that the cost of the proposed Bridge Park Avenue extension is significantly greater than the value of these four parcels (which are currently idle City land assets). Additionally, the Bridge Park Avenue roadway extension provides a meaningful enhancement to the overall roadway connectivity and circulation within this portion of the District, and does not utilize any of the City's financial resources in order to implement this beneficial public improvement. The agreements generally follow the normal City provisions, which require provisions such as competitive bidding and the payment of prevailing wages, but specify that the developer deposit the project's construction funds with the City of Dublin (at the time of land transfer), with those funds being released by the City as progress payments toward completed construction. Other Considerations: Another term of the Infrastructure Agreement provides for the renaming to Bridge Park Avenue of those two existing segments of roadways, which will connect with the new Bridge Park Avenue extension at it eastern terminus. Those roadway segments (as identified on Exhibit 1) include portions of Shamrock Boulevard and Village Parkway. No abutting property addresses would be impacted by this name change, and it would improve way finding in this area to utilize a single name for this roadway from Riverside Drive to Sawmill Road. If the current street names remained in place, the continuous roadway would have three different names in Dublin, and a fourth name (Federated Boulevard) on the west side of Sawmill Road. Recommendation The Administration recommends that, after holding a public hearing and a second reading at its June 26, 2017 meeting, City Council approve both Ordinances 38 -17 and 39 -17, authorizing the execution of both the Real Estate Transfer Agreement and Infrastructure Agreement, which establish the terms and conditions for a needed extension of Bridge Park Avenue and for the transfers of four real estate parcels as contemplated therein, as well as authorizing the necessary vacation of rights -of -way needed to accomplish these real estate transfers. The agreements facilitating the proposed extension of Bridge Park Avenue from Dale Drive to Shamrock Boulevard will, if implemented; • provide an important missing segment of a Bridge Street District "Connector Street," thereby enhancing vehicular, pedestrian, and bicycle accessibility within the District; • enable the roadway improvement at no monetary cost to the City of Dublin by converting several idle City -owned real estate assets to needed public infrastructure; • result in the funding and the construction of a valuable roadway improvement project, the cost of which exceeds the value of City -owned land assets being transferred. 9 A A 4' a or,.ue. aidee Dr. v� I� j 1, I I q , l I Ir 6 ICI ` J'L CRAWFORD HOYING 44 111 development Crawford Hoying Development Partners will fund the design and construction of a Bridge Park Ave Extension that facilitates immediate vehicular, bicycle and pedestrian connectivty between Sawmil Road and Riverside Drive in ex- change for City Parcels A, B, C, & D totaling 3.69 acres. Dr hcv I I� I lal` I^ rl Y r en E 1 / ,s �I 1 V 1= I I 1 II I ` I I I I I �I I�I I� I I r I I I �- Ranker�l� / I \ CITY OE DUBLIN BRIDGE STREET DISTRICT � Roadway Network Cityof Dublin Master MColor \ � - Exhibit \ Joy.3036 �- I -�1 _ I _ J SR 161 � Q I © R0 301J�0161 � r t 6.22.17 REAL ESTATE TRANSFER AGREEMENT This REAL ESTATE TRANSFER AGREEMENT (the "Transfer Agreement" or `Agreement") is made and entered into as of this day of , 2017 (the "Effective Date "), by and between the City OF DUBLIN, OHIO (the "City"), a municipal corporation duly organized and validly existing under the Constitution and laws of the State of Ohio and its Charter, and CRAWFORD HOYING DEVELOPMENT PARTNERS, LLB' ( "Developer" and together with the City, the "Parties "), an Ohio limited liability company. RECITALS: WHEREAS, the City has prepared a strategy for comprehensive development within an area of the City generally known as the Bridge Street District and that strategy was effected by the approval of the Bridge Street District Area Plan therefor by the City on July 1, 2013; and WHEREAS, the Developer has proposed to construct an extension from Bridge Park Avenue from Dale Drive to Village Parkway (referred to herein as the `Public Improvement") and release of a landscape easement on the current COTA park and ride from parcel no. 273008242 (referred to herein as "Release of Easement ") in exchange for four (4) parcels of real estate consisting of approximately 3.69 acres owned by the City as further depicted and described in EXHIBIT A (referred to herein as the "Transfer Properties'); and WHEREAS, the City has determined that it would be in the best interests of the City to contract with the Developer to provide for the construction and installation of certain Public Improvements as further depicted and described on EXHIBIT B in exchange for the Transfer Properties, inter alia, in the manner described herein; and WHEREAS, City Council passed Ordinance No. -17 on 2017, authorizing the execution and delivery of this Agreement; and Now, THEREFORE, in consideration of the promises and covenants contained herein, and to induce the Developer to proceed with the design and construction of the Public Improvements, the Parties agree as follows: (END OF RECITALS) 4324367v1 STATEMENT OF THE TRANSFER AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree to the foregoing Recitals and as follows: ARTICLE I TRANSFER OF REAL PROPERTY Section 3.02 ontin encies. The Contingencies are as follows: (a) Dublin y Council approving of the Infrastructure Agreement, this Transfer Agreement and applicable vacation or right of way ordinance; (b) The Developer shall have determined, in its sole judgment, that the development of the Transfer Properties for the Developer's intended use is economically and physically feasible; (c) Approval by the Developer and the City of the final Drawings and Specifications, as defined in the Infrastructure Agreement, the budget, contractor and subcontractor 2 bids, and the guaranteed maximum price construction contract for the Public Improvement; (d) The Developer's deposit into the "Project Fund" the agreed upon dollar amount for the Public Improvement as shown in the approved budget and delivery of Performance and Payment bond from the general contractor as outlined and required in the Infrastructure Agreement; and (e) Closing which includes the City transferring of the Transfer Properties once vacated and recorded and the Developer executing the nec sary utilities easements that are currently incorporated in the right of way to be vacated and the Release of Easement (shall occur within thirty (30) days from the satisfaction or waiver of all Contingencies by the City and Developer). The Parties agree that the Developer will request and receive bids for the Public Improvements in one or more packages, the number and form of which shall be subject to the reasonable approval of the City Manager. The Developer agrees that with respect to each bid package, the Developer shall request and receive no less than three (3) responsible bids, except as may otherwise be approved in writing by the City Manager. The Developer shall award the contract for each bid package subject to the reasonable approval of the Manager. Section .1 The City's Cooperation. The City shall, within five (5) day after the Effective Date, submit to the Developer the following information and /or materials not already provided by the City, to the extent the same is available, for use by the Developer in preparation for the transfers of the Transfer Properties. (a) Surveys, site plans, topographical studies, plat maps, property descriptions and all engineering drawings for the utilities and public services servicing the Transfer Properties; (b) Soils reports for the Transfer Properties; (c) Environmental studies of the Transfer Properties; and (d) Copies of the title insurance policies if any issued upon the City's acquisition of the Transfer Properties or portions thereof. All materials provided to the Developer 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 the City upon demand. The City hereby agree to cooperate with the Developer in all respects during the term of this Agreement, including the City joining in the execution of any and all reasonable applications, instruments, licenses and documents contemplated pursuant hereto. (End of Article IV) ARTICLE V The provisions of this Section shall survive the Closing or any termination of this Agreement. (End of Article V) 4 ARTICLE VI EVIDENCE OF TITLE If the legal description for any one of the Transfer Properties includes more than one parcel, the title commitment shall state affirmatively that a 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 Transfer Properties, 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 Transfer Properties. Section 6.2 lEndorsement at Closing. At the Closing, the City shall provide the Developer with endorsements to the title commitment updating the commitment to the respective date and showing no change in the state of the title to the Transfer Properties (other than mortgages which shall be released by the City at the Closing). After Closing, a final owner's title insurance policy shall be issued in the amount requested by the Developer and approved by the title company. Section 6.3 Survey. The Developer may, at its expense, obtain current surveys of the Transfer Properties. The surveys shall include a legal description of the Transfer Properties and shall be certified by the surveyor to the Developer and the title insurance company. Subj ect to the approval of the title insurance company, the legal description set forth on the survey shall be used 5 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. Section 6.4 Status of Title; Permitted Encumbrances; Objections. Up and until the close of business one full week before the closing date, the Developer may provide the City 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 the Developer's use of the Transfer Properties for their intended purpose. The Developer's failure to make Objections within such time period will constitute a waiver of the Developer's right to make Objections. The City shall satisfy Objections or the Developer waives the objections at the Closing. In the event the City elect not to cure the Objection(s), the Developer may terminate this Agreement by giving notice of termination to the City at closing, to all or any single Transfer Properties. The City shall provide the Developer with evidence, satisfactory to the Developer, 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 the City 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, the Developer shall make its election, at closing, by written notice to the City, to either: (1) Accept title to the Transfer Properties, at which point such uncured Objections shall (End of Article VI) ARTICLE VII AND OTHER DOCUMENTS Section 7.1 Quitclaim Deed. The City shall, at the Closing, convey fee simple title to the Transfer Properties to the Developer by a duly and validly executed, recordable quitclaim deed, free and clear of all liens and encumbrances, except those permitted pursuant to the provisions of Article VI hereof. Section 7.2 Access to Parcels. The Developer agrees and acknowledges that the Transfer Properties do not and will not have any direct vehicular access point to the abutting public 0 rights of way and all such access will be provided through an abutting parcel or as otherwise approved by the City. The same shall be noted on the deeds transferring the Transfer Properties. Section 7.3 Other Documents. The Developer and the City 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 to a closing statement, The City's affidavit regarding liens, unrecorded matters and possession and, if requested, The City's affidavit regarding the warranties and representations set forth in Article XII hereof ARTICLE VIII Section 8.1 Tests and Engineering Studies. For and during the entire period that this Agreement is in effect, the Developer shall, at its sole cost, have the right through the Developer's associates, employees and /or contractors and agents to enter upon the Transfer Properties and cross any adjacent lands of the City for access to the Transfer Properties for the purpose of surveying, inspecting, making contour surveys, temporary excavations (to be refilled by the Developer as promptly as the same shall have served their purpose), test borings and other purposes required by the Developer to enable the Developer to ascertain whether it is feasible to complete the proposed development of the Transfer Properties for the intended purpose(s). Section 8.2 Indemnity. The Developer agrees to protect, indemnify, defend and hold the City and each of its employees, officers, board members and council members harmless from and against any and all claims, liabilities, losses, c sts, expenses (including but not limited to reasonable attorneys' fees), damages, injuries or d arising out of or resulting from: (a) any activity of the Developer, its employees, agents or co tractors on or about the Transfer Properties; (b) any damage to the Transfer Properties caused by the Developer, its employees, agents or contractors; and /or (c) any mechanic's lien being filed against the Transfer Properties as a result of the action or alleged action of the Developer, its employees, agents or contractors. The provisio of this Section shall survive the Closing or any termination of this Agreement. (End of Article VIID ARTICLE IX CLOSING Section 9.1 Closing Date. Closing and transferring of the Transfer Properties shall occur within thirty (30) days from the execution of the Infrastructure Agreement and making of the Developer's deposit into the Project Fund (the "Closing Date "). 7 Section 9.2 Closing and Possession. The City and the Developer agree that the transfer of the Transfer Properties shall be closed on the Closing Date and possession shall be transferred at said time to the Developer (the "Closing "). Said Closing shall be held at a time and place in Franklin County, Ohio as agreed to by the Parties. End of Article IX A L Section 10.1 Adiustments at Closing. On the Closing Date, the Developer and the City shall apportion, adjust, prorate and pay the following items in the manner hereinafter set forth: (a) Real ate Taxes and Assessments. The City shall pay if any all delinquent real estate taxes, together with penalties and interest thereon, all assessments which are a lien against the Transfer Properties 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. The agreed upon amount so computed by the Parties shall be 8 final. The City warrants and represents that all assessments now a lien are shown on the County Treasurer's records and that to the best of the City's knowledge, no improvement, site or area, has been installed by any public authority, the cost of which is to be assessed against the Transfer Properties in the future. The City further warrants and represents that neither the City 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 Transfer Properties. 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) The City' Expenses. The City shall, at e Closing (unless previously paid), pay the following: 0 The cost of all municipal services and public utility charges (if any) due through the Closing Date; and (c) Developer's Expenses. The Developer shall, at the Closin less previously paid), pay the following: IEW (i) The cost of the Title Commitment for the Transfer Properties; (ii) (iii) (d) Brokers. The City hereb warrants and represents to the Developer that the City has not engaged or dealt with any broker or agent in regard to this Agreement. The Developer hereby represents and warrants to the City that the Developer has not engaged or dealt with any broker or agent in regard to this Transfer Agreement. the Developer agrees to indemnify the City and hold the City harmless against any liability, loss, cost, damage, claims and expense (including, but not limited to, attorneys' fees and cost of litigation) which the City may ever suffer, incur, or be threatened with because of any claim by any broker or agent claiming by, through or under the Developer, whether or not meritorious, for any such fee or commission. (End of Article X) ARTICLE XI WARRANTIES AND REPRESENTATIONS OF THE CITY AND THE DEVELOPER 0 11.1 Warranties and Representations of the City. In addition to any other representation or warranty contained in this Agreement, the City hereby represents and warrants as follows: (g) The City is not a "Foreign Person" as that term is defined in the Foreign Investment in Property Tax Act. 10 11.02 Breach of Warranties by the City Prior to Closing. If, during the pendency of this Agreement, the Developer determines that any warranty or representation given by the City to the Developer under this Agreement shall be untrue, incorrect or misleading, in whole or in part, the same shall constitute a default by the City hereunder. In such event, the Developer may give written notice thereof and shall thereafter have such rights and remedies as may be available to the Developer as provided herein, at law or in equity. 11.03 Warranties and Representations of the Developer. In addition to any other representation or warranty contained in this Agreement, the Developer hereby represents and warrants as follows: N/A ARTICLE XII 13.1 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 the Developer: Crawford Hoying Development Partners, LLC 6640 Riverside Dr Suite 500 Dublin, OH 43017 Attn: Robert C. Hoying 11 With copy to: Jeffery D. Roberts 6640 Riverside Dr Suite 500 Dublin, OH 43017 or such other address as the City may hereinafter designate by written notice to the Developer. Any notice to be served on the City shall be addressed as If to City with copy to Dana L. McDANW City Man City of 5200 Emerald Park Dublin, Ohio 43017 Philip K. Hartmann Frost Brown Todd LLC One Columbus, 10 Wes olumbus, Ohio 43215, or such other address as the City may hereinafter designate by written notice to the City. (End of Article XIID ARTIChE XIV 14�Governin . h is Trans _ 11iment isbeing executed and delivered in the 14.2 Si2na2e Prohibited. All signage (permanent or temporary) on the Transfer Properties shall be prohibited until redevelopment of the respective Transfer Property and approval of a Master Sign Plan. 14.3 Assignment. This Transfer Agreement shall be binding upon and inure to the benefit of the Parties hereto, their respective heirs, legal representatives, successors and assigns. 14.4 Invalidity. In the event that any provision of this Transfer Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement. 12 14.5 Waiver. No waiver of any of the provisions of this Transfer 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. 14.6 Headings. The section headings contained in this Transfer Agreement are for convenience only and shall not be considered for any purpose in construing this Transfer Agreement. 14.7 Memorandum. Upon request of either party hereto, the Developer and the City 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 Transfer Properties is /are situated. A 13 YOV The City: An Ohio Municipal Corporation STATE OF OHIO U-1 COUNTY OF FRANKLIN The Developer: An Ohio limited liability company Its: BE IT REMEMBERED, that on this day oft 2017, before me, the subscriber, a Notary Public in and for said state, personally appeared , duly authorized signatory for Crawford Hoying Development Partners, LLC, and acknowledged the signing thereof to be his voluntary act for and on behalf of the company. IN TESTIMONY WHEREOF, I ha eunto subscribed my name and affixed my official seal on the day and year last aforesai . STATE OF OI COUNTY OF Notary Public Approved as to form: Jennifer D. Readler, Law Director Exhibit A Legal description Transfer Properties EXHIBIT B Description of Public Improvement and Preliminary Budget EXHIBIT C Form of Infrastructure Agreement 1.876 ACRE Situated in the State of Ohio, County of Franklin, City of Dublin, lying in Lot 11, Quarter Township 3, Township 2, Range 19, United States Military Lands, and being part of that 3.750 acre tract conveyed to the City of Dublin by deed of record in Instrument Number 201701060003717 (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 a 5/8 inch rebar found in a monument box at the intersection of the centerline of Survey, Construction and Right -of -way of State Route 161 (right -of -way width varies) as shown on Right -of -way Plan Set FRA- 161 -4.77 on file with the Ohio Department of Transportation, District 6, Delaware Ohio, with the centerline of Dale Drive (60 foot right -of -way width) as dedicated in Plat Book 58, Pages 81 and 82; Thence with the centerline of said Dale Drive, the following courses and distances: North 02° 31' 25" East, a distance of 5 18.3 6 feet to a point of curvature; with a curve to the left, having a central angle of 51 ° 18' 55 ", a radius of 400.00 feet, an arc length of 358.25 feet, and a chord that bears North 23° 08' 03" West, a chord distance of 346.39 feet to a point; Thence North 41' 12' 30" East, across said Dale Drive, a distance of 30.00 feet to an iron pin set at a corner common to said 3.750 acre tract and that 0.013 acre tract conveyed to the City of Dublin, Ohio by deed of record in Instrument Number 201412040161343, in the easterly right -of -way line of said Dale Drive; Thence North 78° 57' 25" East, with a line common to said 3.750 acre tract and said 0.013 acre tract, a distance of 20.65 feet to an iron pin set at a common corner of said 0.013 acre tract and that 1.635 acre tract conveyed to Store Master Funding IV, LLC by deed of record in Instrument Number 201307020111012, being the TRUE POINT OF BEGINNING; Thence across said 3.750 acre tract, the following courses and distances: with a curve to the right, having a central angle of 19° 37' 49 ", a radius of 470.00 feet, an arc length of 161.03 feet, and a chord that bears North 15° 33' 46" West, a chord distance of 160.24 feet, to an iron pin set at a point of tangency; North 05° 44' 51" West, a distance of 26.93 feet to an iron pin set; South 86° 21' 53" East, a distance of 544.86 feet to an iron pin set in the easterly line of said 3.750 acre tract and at a common corner of that 3.644 acre tract conveyed to the City of Dublin, Ohio by deed of record in Instrument Number 201501080002842 and that 5.270 acre tract conveyed to Wendy's International, Inc., by deed of record in Deed Book 3596, Page 274; Thence South 02° 31' 25" West, with the easterly line of said 3.750 acre tract and with the westerly line of said 5.270 acre tract, a distance of 150.00 feet to an iron pin set at a common corner of said 3.750 acre tract and said 1.635 acre tract; Thence with the lines common to said 3.750 acre tract and said 1.635 acre tract, the following courses and distances: North 86° 52' 35" West, a distance of 397.63 feet to an iron pin set; Thence South 78° 57' 25" West, a distance of 96.22 feet to the TRUE POINT OF BEGINNING and containing 1.876 acres, more or less. Subject, however, to all legal rights -of -way and/or easements, if any, of previous record. Iron pins set, where indicated, are iron pipes, thirteen sixteenths (13/16) inch inside diameter, thirty (30) inches long with a plastic plug placed in the top bearing the initials EMHT INC. 1.876 ACRE -2- The bearings shown hereon are based on the Ohio State Plane Coordinate System South Zone as per NAD83 (1986 Adjustment). Control for bearings was from coordinates of monuments FRANK 73 and FRANK 74, having a bearing of South 73° 57' 18" East, established by the Franklin County Engineering Department, using Global Positioning System procedures and equipment. This description is based on an actual field survey performed by or under the direct supervision of Joshua M. Meyer, Registered Surveyor Number 8485 in April 2013. OF I0 JOSHUA M. MEYER S -8485 �O; 0 GIs �nNALyS" " "t JMM: sg 1 876 ac 20140589 -VS- BNDY- 02.doc EVANS, MECHWART, HAMBLETON & TILTON, INC. fir/ 6- I6 -2o/7 Joshua M. Meyer Date Professional Surveyor No. 8485 F RELIMINARY APP OVAL 1vKLll• �GUNTY INEERING DEPT i?M;E:G • BY: .._— SURVEY OF ACREAGE PARCELS r nm i l nrTnurrFU TnwtvcNTP 3_ TnWNSHIP 2, RANGE 19 9 9 UNITED STATES MILITARY LANDS CITY OF DUBLIN, COUNTY OF FRANKLIN9 STATE OF OHIO SCIOTO TULLER ACQUISITION, LLC 15.097 AC. (DEED) I.N. 201 3081 60 1 40286 CITY OF DUBLIN, OH10- 0.024 AC. (DEED) I.N. 201407220094027 LOT 16, QUARTER TOWNSHIP 2 LOT 1- R TOWNSHIP Iron Pipe C, "R.D. ZANDE" -� .R /W - BRIDGE PARK AVENUE (WIDTH VARIES) P.B. 119, PP. 30 & 31 o STONE FND. ■ = I0 = I.P. FND. zW� I.P. SET Q N MAG. NAIL FND. co MAG. NAIL SET D �O R.R. SPK. FND. 0 ro R.R. SPK. SET �¢� o N CITY OF DUBLIN, OHIO 0.004 00 ° 3 AC. (DEED) 0 o z � I.N. 201601080002953 w 3/4" Iron Pipe Capped "R.D. ZANDE" 59.41' TPOB 0.384 Ac. S86 °21'53 "E S05 °44'51 "E 66.34' 30.41' CITY OF DUBLIN 3.750 AC. (DEED) 0006 I.N. 20170106000,3717 c, P.N. 273 - 008242 Inro S05 °44'51 "E CITY OF DUBLIN, OHIO 26.93' 1.200 AC. (DEED) I.N. 201506250085517 A =19° 37'49" R= 470.00' Arc= 161.03' ChB =S 15 °33'46 "E ChD= 160.24' \ p =18 °22'2\5 TPOB 1.876 Ac. R= 430.00' Arc= 137.89' 1.490 A� TPOB 578.57'25 "W ChB= N57 °58'43'W N41'12'30 "E 96.22' ChD= 137.30' 30.00' S78 °57'25 "W 20.65' A= 51'18'55" \ \ R= 400.00' \ Arc = 358.25' ChB= N23'08'03 "W ChD= 346.39' I SURVEY NOTE: This survey was prepared using documents of record, prior plats of survey, and observed evidence located by an actual field survey. BASIS OF BEARINGS: The Bearings shown hereon are based on the Ohio State Plane Coordinate System South Zone as per NAD83 (1986 Adjustment). Control for bearings was from coordinates of monuments FRANK 73 and FRANK 74, having a bearing of South 73° 57' 18" East, established by the Franklin County Engineering Department, using Global Positioning System procedures and equipment. 0 = STONE FND. ■ = MON. FND. = I.P. FND. O = I.P. SET • = MAG. NAIL FND. O = MAG. NAIL SET A = R.R. SPK. FND. A = R.R. SPK. SET • = P. K. NAIL FND. I.P. Set pipe with are 13/16" I.D. iron cap inscribed EMHT INC 60' 0 60' 120' IQa I GRAPHIC SCALE (in feet) CITY OF DUBLIN PARCEL NO. 5WV 0.003 AC. (DEED) I.N. 199909130231327 1'53 1.490 AC. LSREF3 BRAVO (OHIO), LLC PARCEL 1 15.459 AC. (DEED) I.N. 201410070132678 32' 555.94' 0.384 AC. '53 "E N86 °21'53 "W 544.86' 1.876 AC. -CITY OF DUBLIN, OHIO 0.013 AC. (DEED) I.N. 201412040161343 -P-8--l-18, P. 40 I I I 3/4" Iron Pipe sped "Bird & Bull 3/4" Iron CITY OF DUBLIN, OHIO 0.048 AC. (DEED) O.R. 19911FO7 HARRISBURG PIKE DEVELOPMENT COMPANY ORIGINAL 4.083 AC. (DEED) D.B. 3773, P. 589 5/8" Rebar in Monument Box S.R. 161 (WIDTH VARIES) N86'52'35 "W 397. -CITY OF DUBLIN ORD. NO. 33 -16 CITY OF DUBLIN PARCEL NO. 7WV 0.010 AC. (DEED) I.N. 200106080129270 CITY OF DUBLIN, OHIO 0.084 AC. (DEED) O.R. 28099HO7 (CENTERLINE SURVEY, CONSTRUCTION R/W AS SHOWN INFRA -161 -4.77) STORE MASTER FUNDING IV, LLC 1.635 AC. (DEED) I.N. 201307020111012 Chi d 3/4" Iron Pipe (0.40'N, 0.16'E) '-�,S02 °31'25 "W 30.01' N o CITY OF DUBLIN, OHIO 3.644 AC. (DEED) N I.N. 201501080002842 0 I L() N M (V 0 !n WENDY'S INTERNATIONAL, INC. 5.270 AC. (DEED) D.B. 3596, P. 274 N 111111 :OF `o JOSHUA M MEYER S -8485 ,O SS'O N Ag�' Joshua M. Meyer Professional Surveyor No. 8485 Citv of Tuller Ridge O; G- 16 -zat? Date 2014 -0589 40589 -VS- 'a 'a I ui I N I I r- O � I ^N N o Z F71 •-" W oo IQa I CITY OF DUBLIN, OHIO 0.048 AC. (DEED) O.R. 19911FO7 HARRISBURG PIKE DEVELOPMENT COMPANY ORIGINAL 4.083 AC. (DEED) D.B. 3773, P. 589 5/8" Rebar in Monument Box S.R. 161 (WIDTH VARIES) N86'52'35 "W 397. -CITY OF DUBLIN ORD. NO. 33 -16 CITY OF DUBLIN PARCEL NO. 7WV 0.010 AC. (DEED) I.N. 200106080129270 CITY OF DUBLIN, OHIO 0.084 AC. (DEED) O.R. 28099HO7 (CENTERLINE SURVEY, CONSTRUCTION R/W AS SHOWN INFRA -161 -4.77) STORE MASTER FUNDING IV, LLC 1.635 AC. (DEED) I.N. 201307020111012 Chi d 3/4" Iron Pipe (0.40'N, 0.16'E) '-�,S02 °31'25 "W 30.01' N o CITY OF DUBLIN, OHIO 3.644 AC. (DEED) N I.N. 201501080002842 0 I L() N M (V 0 !n WENDY'S INTERNATIONAL, INC. 5.270 AC. (DEED) D.B. 3596, P. 274 N 111111 :OF `o JOSHUA M MEYER S -8485 ,O SS'O N Ag�' Joshua M. Meyer Professional Surveyor No. 8485 Citv of Tuller Ridge O; G- 16 -zat? Date 2014 -0589 40589 -VS- CITY OF DUBLIN, OHIO DESCRIPTION OF A 1.119 ACRE RESIDUE PARCEL Situated in the State of Ohio, County of Franklin, City of Dublin, being located in Quarter Township 3, Township 2, Range 19, United States Military Lands, and being a part of that 2.37 acre parcel described in a deed to City of Dublin, Ohio, of record in Instrument Number 201401100003943, all records referenced herein are on file at the Office of the Recorder for Franklin County, Ohio, and being further bounded and described as follows: Commencing for reference at a 5/8" iron pin found in a monument box assembly located at the intersection of Dale Drive (as established in Plat Book 58, page 81) and the centerline for Dublin- Granville Road (State Route 161) as shown on the 1934 right -of -way plans for S.H. 48 Dublin Br. & Appr. and on the 1944 right -of -way plans for S.H. 558, Sec. A; Thence North 86 degrees 42 minutes 05 seconds West, along said centerline of Dublin- Granville Road, along the north line of that 2.519 acre tract described in a deed to City of Dublin, of record in Instrument Number 199911150285244, a distance of 303.94 feet to the northwest corner of said 2.519 acre tract; Thence South 03 degrees 20 minutes 28 seconds West, along the west line of said 2.519 acre tract, along the original east line of said 2.37 acre parcel, and along the original west line of that 1.355 acre parcel described in a deed to Wendy's International, Inc., of record in Instrument Number 201306100095691, a distance of 66.70 feet to an iron pin set at a southeast corner of a proposed 1.309 acre right -of -way parcel, (passing at a distance of 2.95 feet, a MAG nail set on the original centerline for said Dublin - Granville Road, being the original northeast corner of said 2.37 acre parcel), said iron pin being the TRUE POINT OF BEGINNING for this description; Thence South 03 degrees 20 minutes 28 seconds West, along the east line of said 2.34 acre parcel, along the west line of said 1.355 acre parcel, and along the west line of a 14.040 acre parcel described in a deed to MR /TSARR Owner LLC, of record in Instrument Number 2001112230168234, a distance of 234.65 feet to a 3/4" bent iron pipe found at the southeast corner of said 2.37 acre parcel, (passing at a distance of 203.33 feet, an iron pipe found with a Geographics cap); Thence North 86 degree 55 minutes 09 seconds West, along the south line of said 2.37 acre parcel and along the north line of said 14.040 acre parcel, a distance of 213.73 feet to an iron pin set at a southeast corner of said proposed 1.309 acre right -of -way parcel; Thence across said 2.37 acre parcel, and along easterly and southerly lines of said proposed 1.309 acre right -of -way parcel, along the following four (4) described courses: 1. North 15 degrees 37 minutes 01 seconds West, a distance of 47.01 feet to an iron pin set at a point of curvature; 2. Along the arc of a curve to the right, said curve having a radius of 144.76 feet, a central angle of 65 degrees 56 minutes 38 seconds and an arc length of 166.61 feet to an iron pin set at a point, said curve being subtended by a long chord having a bearing of North 17 degrees 21 minutes 17 seconds East and a length of 157.57 feet; 3. North 74 degrees 50 minutes 01 seconds East, a distance of 64.57 feet to an iron pin set; 4. North 85 degrees 31 minutes 38 seconds East, a distance of 130.83 feet to the TRUE POINT OF BEGINNING for this description. The above description contains a total area of 1.119 acres, of which 0.000 acres lies within the present road occupied, within Franklin County Auditor's parcel number 273 - 008264. The bearings herein are based on the Ohio State Plane Coordinate System (South Zone) as per NAD 83 (1986 adjustment). Control for bearings was from coordinates of monuments FRANK 73 and FRANK 74, having a bearing of South 73° 57' 18" East, established by the Franklin County Engineering Department, using Global Positioning System procedures and equipment. Iron pins set are 5/8 inch diameter by 30 inch long rebar with caps stamped "Structurepoint -PS 8438 ". This description was prepared by Brian P. Bingham, Registered Professional Surveyor No. 8438 on June 15, 2017 based on an actual survey performed in the field by American Structurepoint, Inc. and is true and correct to the best of my knowledge. American Structurepoint, Inc. Brian P. Bingham Registered Professional Surveyor No. 8438 ��•�PAE OF pyV, .. BRIAN P. BINGHAM • 8438 : p Date PRELIMINARY APPROVAL FRANKLIN COUNTY ENGINEERING T. _�ERING DEP RATS: ,� .lsy: PRO✓. NO: 2007.00175 EXHIBIT 'B" n ■ 1.119 ACRES DRAWN BY. BPB O RESIDUE PARCEL AMERICAN M E R i c n N 2550 CORPORATE EXCHANGE DR, STE 300 p- ■ STRUCTUREPOINT TEL 614.901.2235 COLUMBUS FAX 14.901.2236 DUBLIN, OHIO CHECKED BY: M TL INC wwwstmcWrepoint.com PAGE IOF 1 SITUATED IN THE STATE OF OHIO, COUNTY OF FRANKLIN, CITY OF DUBLIN, LOCATED IN QUARTER TOWNSHIP 3, TOWNSHIP 2, RANGE 19, UNITED STATES MILITARY LANDS. LEGEND 0i.R.S. 518" IRON PIN SET WITH CAP 'STRUCTUREPOINT -PS 8438" LMJ MONUMENT BOX FOUND @ P.F. IRON PIPE FOUND 0I.P.F. IRON PIN FOUND • M.N.S. MA NAIL SET I \ �I Iv aS. I � S. R. 161 POINT OF 1934 S.H. 48 Dublin Br. & Appr. REFERENCE 1944 S.H. 558, Sec. A 518' IRON PIN FND IN MON. BOX CITY OF DUBLIN 303.94' INST. NO. 201306110096726 N 86° 42' 0 W CITY I 5.120 ACRES OF DUBLIN O.R. 22210 118 0.718 ACRES VARIABLE WIDTH R/W \, I DUBLIN- GRANVILLE ROAD (S .R R. S 86° 52' S2" E 414.54' 2 PROPOSED RIGHT -OF -WA Y ° PARCEL s s � �L mW� �? Q-�° �z- �m� � C N o0 T � � o \� z- '?, � 41 Ex R/W POINT OF BEGINNING ml 66.70' 030 20' 28" W �- w Q C H oCL� W�CD Q w oZQ co '" I � CITY OF DUBLIN 2.519 ACRES INST. NO. 199911150285244 N 850 31' 38 E 0 01" R/ 130.83' C) 14 1 A° R t S coo 6Q 5� Z °o R =1 4.7 =65° 56' 38" Lo = 166.61' CHD= 157.57' z Z B G =N 17° 21 7" Z (V PID: 2 7 -0 82 4 0 0 CITY OF DUBLIN, OHIO N NST. NO. 20140110000394 0 2./ A CF�ES o 1.119 AC. / 47.01' GEOGRAPHICS CAP/ �N15 0 37'01 "W J8 J SURVEYING CAP 1314- BENT S' ,N86',55',09- W / / L; X212-000129 -r 'NS \ 213.73' PID° 273 - 008269 CV P.F. JOE WING G 80.53' MR /TSARR OWNER LLC D.B. 621, PG 144 cjTy N 86° 55' 09" W 14.040 ACRES D.B. 915, PG 486 o o,, INST. NO. 201112230168234 HIGHWA Y EASEMENT D.B. 1004, PG054 (7 -XJ X60 �6 1oFs14 60 0 60 BA SIS OF BEA RING �jJ Scale: 1" = 60' THE BEARINGS HEREIN ARE BASED ON THE OHIO STATE PLANE COORDINATE SYSTEM SOUTH ZONE AS PER NAD 83 (1986 ADJUSTMENT). CONTROL FOR BEARINGS WAS FROM COORDINATES OF MONUMENTS FRANK 73 AND FRANK 74, HAVING A BEARING OF SOUTH 73° 57' 18" EAST, ESTABLISHED BY THE FRANKLIN COUNTY ENGINEERING DEPARTMENT, USING GLOBAL POSITIONING SYSTEM PROCEDURES AND EQUIPMENT. I HEREBY CER TIFY THA T: THIS DRAWING REPRESENTS THE RESUL TS OF AN ACTUAL FIELD SURVEY OF THE PREMISES PERFORMED BY AMERICAN STRUCTUREPOINT, INC. IN MARCH -APRIL OF 2013. THIS DRAWING IS CORRECT TO THE BEST OF MY KNOWLEDGE AND BELIEF. BRIAN P. BINGHAM, P.S. NO. 8438 AMERICAN STRUCTUREPOINT, INC. bli T E �7 �eo��l��0000 C�PIE OF Off/ eIle •,•7 °O BRIAN P. e BINGHAM �?0 , ",,- ONAL °SJoo� °o CITY OF DUBLIN, OHIO DESCRIPTION OF A 1.309 ACRE RIGHT -OF -WAY PARCEL ACQUIRED FROM CITY OF DUBLIN, OHIO Situated in the State of Ohio, County of Franklin, City of Dublin, being located in Quarter Township 3, Township 2, Range 19, United States Military Lands, and being a part of that 2.37 acre parcel described in a deed to City of Dublin, Ohio, of record in Instrument Number 201401100003943, all records referenced herein are on file at the Office of the Recorder for Franklin County, Ohio, and being further bounded and described as follows: Commencing for reference at a 5/8" iron pin found in a monument box assembly located at the intersection of Dale Drive (as established in Plat Book 58, page 81) and the centerline for Dublin - Granville Road (State Route 161) as shown on the 1934 right -of -way plans for S.H. 48 Dublin Br. & Appr. and on the 1944 right -of -way plans for S.H. 558, Sec. A; Thence North 86 degrees 42 minutes 05 seconds West, along said centerline of Dublin- Granville Road, along the north line of that 2.519 acre tract described in a deed to City of Dublin, of record in Instrument Number 199911150285244, a distance of 303.94 feet to the northwest corner of said 2.519 acre tract; Thence South 03 degrees 20 minutes 28 seconds West, along the west line of said 2.519 acre tract, a distance of 2.95 feet to a MAG nail set on the original centerline for said Dublin- Granville Road, being the northeast corner of said 2.37 acre parcel, and being on the south line of a 0.718 acre parcel described in a deed to City of Dublin, of record in Official Record 22210 118, said point being the TRUE POINT OF BEGINNING for this description; Thence South 03 degrees 20 minutes 28 seconds West, continuing along the west line of said 2.519 acre parcel, along the east line of said 2.37 acre parcel, (passing at a distance of 37.05 feet the existing south right -of -way line for said Dublin- Granville Road and the southwest corner of said 2.519 acre parcel, being the northwest corner of a 1.355 acre parcel described in a deed to Wendy's International, Inc., of record in Instrument Number 201306100095691, and passing at a distance of 37.43 feet an iron pipe found with an EMH &T cap 0.13 feet offline to the west), and along the west line of said 1.355 acre parcel, a total distance of 63.75 to an iron pin set; Thence across said 2.37 acre parcel along the following four (4) described courses: 1. South 85 degrees 31 minutes 38 seconds West, a distance of 130.83 feet to an iron pin set; 2. South 74 degrees 50 minutes 01 seconds West, a distance of 64.57 feet to an iron pin set at a point of curvature; 3. Along the arc of a non - tangent curve to the left, said curve having a radius of 144.76 feet, a central angle of 65 degrees 56 minutes 38 seconds and an arc length of 166.61 feet to an iron pin set at a point of tangency, said curve being subtended by a long chord having a bearing of South 17 degrees 21 minutes 17 seconds West and a length of 157.57 feet; 4. South 15 degrees 37 minutes 01 seconds East, a distance of 47.01 feet to an iron pin set on the south line of said 2.37 acre parcel, being on the north line of an original 14.040 acre parcel described in a deed to MR /TSARR Owner LLC, of record in Instrument Number 201112230168234, being on the existing east right -of -way line to the south for Riverside Drive, and being the northeast corner of a 0.691 acre parcel described in a deed to City of Dublin, of record in Instrument Number 200606260124311; Thence North 86 degrees 55 minutes 09 seconds West, along the south line of said 2.37 acre parcel, along the north line of said original 14.040 acre parcel and said 0.691 acre parcel, (passing at a distance of 21.33 feet the existing north right -of -way line to the north, as established by a highway easement described as Parcel 10 -A in a deed to State of Ohio, of record in Deed Book 1209, page 223, and passing at a distance of 26.36 feet an iron pin found with a J &J Surveying cap 0.13 feet offline to the south), a total distance of 80.53 feet to a MAG nail set on the centerline of said Riverside Drive, being at the southwest corner of said 2.37 acre parcel, being the northwest corner of said original 14.040 acre parcel and said 0.691 acre parcel, and being on the east line of a 1.290 acre parcel described in a deed to City of Dublin, of record in Official Record 7019 E10; Thence North 18 degrees 37 minutes 52 seconds West, along the centerline of said Riverside Drive, along the west line of said 2.37 acre parcel, along the east line of said 1.290 acre parcel, a distance of 321.47 feet to a MAG nail set at the northwest corner of said 2.37 acre parcel, being the north corner of said 1.290 acre parcel, being a southwest corner of said 0.718 acre City of Dublin parcel, being at an angle point in the original centerline of said Dublin- Granville Road, and being the northeast corner of a parcel described in a deed to Joe Wing, of record in Deed Book 621, page 144 and Deed Book 915, page 486, also being the northeast corner of a highway easement described as Parcel 7 -X in a deed to Franklin County, of record in Deed Book 1004, page 54; Thence South 86 degrees 52 minutes 52 seconds East, along the original centerline of said Dublin - Granville Road, along the north line of said 2.37 acre parcel, along the south line of said 0.718 acre parcel, a distance of 414.54 feet to the TRUE POINT OF BEGINNING for this description. The above description contains a total area of 1.309 acres, of which 0.729 acres lies within the present road occupied, within Franklin County Auditor's parcel number 273 - 008264. The bearings herein are based on the Ohio State Plane Coordinate System (South Zone) as per NAD 83 (1986 adjustment). Control for bearings was from coordinates of monuments FRANK 73 and FRANK 74, having a bearing of South 73° 57' 18" East, established by the Franklin County Engineering Department, using Global Positioning System procedures and equipment. Iron pins set are 5/8 inch diameter by 30 inch long rebar with caps stamped "Structurepoint -PS 8438 ". This description was prepared by Brian P. Bingham, Registered Professional Surveyor No. 8438 on June 13, 2017 based on an actual survey performed in the field by American Structurepoint, Inc. and is true and correct to the best of my knowledge. American Structurepoint, Inc. Brian P. Bingham Registered Professional Surveyor No. 8438 `,011111111/ "I 1 E OF0 11!00 ` :• %00.0 •• BRIAN P. BINGHAM t 13 8438 �()NA S1 "��► Date PRELIMINARY APPROVAL FRANKLIN COUNTY ENGINEERING DEPT. DATE; ,"wi BY: —ft&-- PRO✓. NO: 2007.00175 DRAWN BY: BPB CHECKED BY: MTL PAGE 1OF i AMERICAN 2550 CORPORATE EXCHANGE DR, STE 300 M■ STRUCTUREPOINT TEL 614.901.2235 COLUMBUS FAX 614901.2236 INC. www.structurepoint.com EXHIBIT 'B" 1.309 ACRES RIGHT -OF -WA Y ACQUIRED FROM CITY OF DUBLIN DUBLIN, OHIO SITUATED IN THE STATE OF OHIO, COUNTY OF FRANKLIN, CITY OF DUBLIN, LOCATED IN QUARTER TOWNSHIP 3, TOWNSHIP 2, RANGE 19, UNITED STATES MILITARY LANDS. LEGEND S.R. 161 POINT OF 0i.R.S. 518' IRON PIN SET WITH CAP 1934 S.H. 48 Dublin Br. & Appr. REFERENCE r, 'STRUCTUREPOINT -PS 8438" 1944 S.H. 558 , Sec . A 5/8" IRON PIN Ni MONUMENT BOX FOUND FND IN MON. BOX 0° P .F . IRON PIPE FOUND CITY OF DUBLIN 0I.P.F. IRON PIN FOUND INST. NO. 201306110096726 303.94' • M.N.S. MAG NAIL SET I 5.120 ACRES N 86° 42' 05" W S 03° 20' 289W —= I I CITY OF DUBLIN POINT OF 0. R. 22210 118 0.718 ACRES VARIABLE WIDTH R/W \� BEGINNING DUBLIN- GRANVILLE ROAD (S .R . 161) � Q �; w > o� p � 0 3 W \ m –j �� Q Z _ S 86° 52' 52" E 414.54' s. 63.75' CITY OF DUBLIN 2.519 ACRES S 030 20' 28" W INST. NO. 199911150285244 x /W EMH8 T CAP S 850 31' 38° W 1.309 AC. (TOTAL) p1" w W 130.83' R `' f ' s 2 -0.729 AC. (PRO) (q° W I°s S �5� 0.580 AC. (NET) 6 JA l' R= 144.76' A =650 56' 38" = 166.61' CHD= 157.57' NQ �o�o BRG =S 17° 21' 17" W O~�o PID= 273 - 008264 r'1 Q?�O Q Z \ CITY OF DUBLIN, OHIO INST. NO. 201401100003943 z z 2.3 7 ACRES cr) Q v f -7- ' om 3 47.01' GEOGRAPHICS CAP 9�0 0 —S 15 °37'01 "E f. D J8J SURVEYING CAP 314" BENT o P M \ 1212- 000129 y r Ns PID: 275-008269 G 80.53' P.F. JOE WING MR /TSARR OWNER L L C D.B. 621, PG 144 �'� �Ijy N 860 55' 09" W 14.040 ACRES D. B. 915, PG 486 o or � INST. NO. 201112230168234 HIGH" Y EA SEMEN T � 2006 ' ANKLINP COUNTY tioFS14 60' 0' 60' D.B. 7XJ oil � BA SIS OF BEA RINGS Scale: 1" = 60' THE BEARINGS HEREIN ARE BASED ON THE OHIO STATE PLANE COORDINATE SYSTEM SOUTH ZONE AS PER NAD 83 (1986 ADJUSTMENT). CONTROL FOR BEARINGS WAS FROM COORDINATES OF MONUMENTS FRANK 73 AND FRANK 74, HAVING A BEARING OF SOUTH 73° 57' 18" EAST, ESTABLISHED BY THE FRANKLIN COUNTY ENGINEERING DEPARTMENT, USING GLOBAL POSITIONING SYSTEM PROCEDURES AND EQUIPMENT. I HEREBY CERTIFY THA T•° THIS DRAWING REPRESENTS THE RESUL TS OF AN ACTUAL FIELD SURVEY ,•��,�Q,••,OF0��,,�� '••,O OF THE PREMISES PERFORMED BY AMERICAN STRUCTUREPOINT, INC. IN •' •.� �.• MARCH -APRIL OF 2013. THIS DRAWING IS CORRECT TO THE BEST OF BRIAN P. ': MY KNOWLEDGE AND BELIEF. BINGHAM t ¢ .. • 8438 • p Roo BRIAN P. GINGHAM, P.S. NO. 8438 DATE AMERICAN STRUCTUREPOINT, INC. 0.267 ACRE Situated in the State of Ohio, County of Franklin, City of Dublin, lying in Quarter Township 3, Township 2, Range 19, United States Military Lands, and being part of that 2.519 acre tract conveyed to the City of Dublin by deed of record in Instrument Number 199911150285244 and part of the right -of -way of State Route 161 as shown on Right -of -way Plan Set FRA- 161 -4.77 on file with the Ohio Department of Transportation, District 6, Delaware Ohio, (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 a 5/8 inch rebar found in a monument box at the intersection of the centerline of Survey, Construction and Right -of -way of State Route 161 (right -of -way width varies) as shown on said Right -of -way Plan Set FRA- 161 -4.77 with the centerline of Dale Drive (right -of -way width varies); Thence South 86° 41' 19" East, with the centerline of said State Route 161, a distance of 52.00 feet to a point; Thence South 03° 18' 41" West, across said State Route 161, a distance of 60.00 feet to an iron pin set at the TRUE POINT OF BEGINNING; Thence across the right -of -way of said State Route 161, the following courses and distances: South 86° 41' 19" East, a distance of 161.52 feet to an iron pin set; with the arc of a curve to the left, having a central angle of 46° 04' 56 ", a radius of 115.50 feet, an arc length of 92.89 feet, a chord bearing of South 57° 10'59" West and chord distance of 90.41 feet to an iron pin set at a point of tangency; South 34° 08' 31" West, a distance of 23.29 feet to an iron pin set at a point of curvature; with the arc of a curve to the right, having a central angle of 26° 50' 18 ", a radius of 84.50 feet, an arc length of 39.58 feet, a chord bearing of South 47° 33'35" West and chord distance of 39.22 feet to an iron pin set at a point of compound curvature; with the arc of a curve to the right, having a central angle of 32° 19' 57 ", a radius of 20.00 feet, an arc length of 11.29 feet, a chord bearing of South 77° 08'43" West and chord distance of 11.14 feet to a point of tangency; North 86° 41' 19" West, a distance of 38.49 feet to an iron pin set at a point of curvature; with the arc of a curve to the right, having a central angle of 90° 00'00", a radius of 20.00 feet, an arc length of 31.42 feet, a chord bearing of North 41' 41' 19" West and chord distance of 28.28 feet to an iron pin set at a point of tangency; North 03° 18' 41" East, a distance of 64.50 feet to an iron pin set at a point of curvature; with the arc of a curve to the right, having a central angle of 90° 00'00", a radius of 20.00 feet, an arc length of 31.42 feet, a chord bearing of North 48° 18'41" East and chord distance of 28.28 feet to the TRUE POINT OF BEGINNING and containing 0.267 acre, more or less. Iron pins set, where indicated, are iron pipes, thirteen sixteenths (13/16) inch inside diameter, thirty (30) inches long with a plastic plug placed in the top bearing the initials EMHT INC. 0.267 ACRE -2- The Bearings shown hereon are based on the Ohio State Plane Coordinate System South Zone as per NAD83 (1986 Adjustment). Control for bearings was from coordinates of monuments FRANK 73 and FRANK 74, having a bearing of South 73° 57' 18" East, established by the Franklin County Engineering Department, using Global Positioning System procedures and equipment. This description is based on an actual field survey performed by or under the direct supervision of Joshua M. Meyer, Registered Surveyor Number 8485 in April 2013. o'• Q JOSHUA M. .D MEYER S -8485 0` :0 •f�.S i0 NrAti `c�� %0 JMM:sg 0 267 ac 20170164 -VS- BNDY- 03.doc EVANS, MECHWART, HAMBLETON & TILTON, INC. Joshua M. Meyer Professional Surveyor No. 8485 6- /6 -zo /7 Date 6 -bR -A $2G°� BY. DATE�P�c:u EM Evans, Mechwart, Hambleton & Tilton, Inc. Engineers • Surveyors • Planners • Scientists 5500 New Albany Road, Columbus, OH 43054 Phone: 614.775.4500 Toll Free: 888.775.3648 emht.com SURVEY OF ACREAGE PARCEL QUARTER TOWNSHIP 3, TOWNSHIP 2, RANGE 19 UNITED STATES MILITARY LANDS CITY OF DUBLIN, COUNTY OF FRANKLIN, STATE OF OHIO STATE ROUTE 161 _ DUBLIN- GR_ANVILLE ROAD (R/W VARIES) Se6'41'19°E _ 52.00' (CENTERLINE SURVEY, 5/8" Rebor in SURVEY NOTE: Monument Box CONSTRUCTION R/W AS RPaB This survey was prepared using documents of record, prior o SHOWN IN FRA- 161 -4.77) o plats of survey, and observed evidence located by an actual o field survey in April 2013. (n TPOB BASIS OF BEARINGS: G� "E The bearings shown hereon are based on the Ohio State S86'41' 19 161.52' Plane Coordinate System South Zone as per NAD83 (1986 39.58' Adjustment). Control for bearings was from coordinates ` 32. ° °' 0.267 AC. G of monuments FRANK 73 and FRANK 74, having a = bearing of South 73° 57' 18" East, established by the o 00 v? Franklin County Engineering Department. r) Q = STONE FND. Z 4O °o ■ = MON. FND. 31.42' • = 1. P. FND. D' (J c� O= I P S ET 3 CITY OF DUBLIN 2.519 AC. (DEED) I.N. 199911150285244 Date: June 12, 2017 Scale: 1 " = 60' Job No: 2017 -0164 LINE TABLE w DISTANCE L2 G • = MAG. NAIL FND. v /// OF0�i,� O = MAG. NAIL SET S57'1 0'59"W Q a �,�,P 'Si'•,� ■ = R.R. SPK. FND. 39.58' w 39.22' C3 = R.R. SPK. SET 11.29' S77'08'43 "W 11.14' �� R O • = P.K. NAIL FND. 31.42' Q 28.28' JOSHUA M. I.P. Set are 13/16" I.D. iron pipes p p 31.42' N48'1 8'41 "E 30.00 =-0 MEYER 0_ = � S -8485 O �, 30 long with cap inscribed EMHT INC. 60' 0 60' 120' S J¢J�� ONAi GRAPHIC SCALE (in feet) ) 170164\ DWG \04SHEETS\ BOUNDARY \20170164 —VS— BNDY- 03.DWG plotted by GEIGER, STEVEN on 6/15/2017 10:46:56 AM last saved by SGEIGER on 6/15/2017 10:45:37 AM CITY OF DUBLIN 2.519 AC. (DEED) I.N. 199911150285244 Date: June 12, 2017 Scale: 1 " = 60' Job No: 2017 -0164 LINE TABLE LINE BEARING DISTANCE L1 S34'08'31 "W 23.29' L2 N86'41'19 "W 38.49' SHARP LANE (PUBLIC) CITY OF DUBLIN ORD. NO. 41 -04 �— — — R/W — — N CURVE TABLE CURVE DELTA RADIUS ARC CH. BEARING CH. DIST, C1 46'04'56" 115.50' 92.89' S57'1 0'59"W 90.41' C2 26'50'18" 84.50' 39.58' S47'33'35 "W 39.22' C3 32'19'57" 20.00' 11.29' S77'08'43 "W 11.14' C4 90'00'00" 20.00' 31.42' N41 *41'19 "W 28.28' C5 90'00'00" 20.00' 31.42' N48'1 8'41 "E 28.28' Joshua M. Meyer Professional Surveyor No. 8485 Date 0.393 ACRE Situated in the State of Ohio, County of Franklin, City of Dublin, lying in Quarter Township 2, Township 2, Range 19, United States Military Lands, and being part of that 0.385 acre tract conveyed to the City of Dublin by deed of record in Instrument Number 201601080002954 and part of the right -of -way of Tuller Ridge Drive as dedicated in Plat Book 71, Page 60 and a portion of said Tuller Ridge Drive renamed Dale Drive in City of Dublin Ordinance Number 92 -14 (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 an iron pin set at the easterly terminus of the northerly right - of -way line of Tuller Ridge Road as dedicated in Plat Book 119, Page 30, at the southeasterly corner of Lot 10 of the subdivision plat entitled "Bridge Park East Section 5" of record in Plat Book 121, Page 73, and in the westerly line of the 0.821 acre tract conveyed to The City of Dublin, Ohio by deed of record in Instrument Number 201212310201439; Thence across said 0.821 acre and 0.385 acre tracts, with the arc of a curve to the right, having a central angle of 01° 57' 16 ", a radius of 1832.50 feet, an arc length of 62.51 feet, a chord bearing of South 87° 07' 12" East and chord distance of 62.51 feet to a point; Thence North 03° 38' 07" East, across said 0.385 acre tract, a distance of 2.00 feet to an iron pin set at the TRUE POINT OF BEGINNING; Thence North 03° 38'07" East, across said 0.385 acre tract, a distance of 47.82 feet to an iron pin set at a point of curvature; Thence across said 0.385 acre tract and said Tuller Ridge Drive (Plat Book 71, Page 60), with the arc of a curve to the left, having a central angle of 09° 16' 18 ", a radius of 458.30 feet, an arc length of 74.16 feet, a chord bearing of North 01° 08' 17" West and chord distance of 74.08 feet to an iron pin set at a point of tangency; Thence across said Tuller Ridge Drive (Plat Book 71, Page 60), the following courses and distances: North 04° 51' 17" West, a distance of 4.50 feet to an iron pin set; North 84° 30'48" East, a distance of 11.37 feet to an iron pin set at a point of curvature; with the arc of a curve to the left, having a central angle of 38° 09'55", a radius of 40.00 feet, an arc length of 26.64 feet, a chord bearing of North 65° 25' 51" East and chord distance of 26.15 feet to an iron pin set on the northeasterly right -of -way line of said Tuller Ridge Drive (P.B. 71, Page 60) and in the southwesterly line of the 11.930 acre tract conveyed to LSREF Bravo (Ohio), LLC as Parcel II by deed of record in Instrument Number 201410070132678; Thence with said northeasterly right -of -way line and said southwesterly line, with the arc of a curve to the left, having a central angle of 29° 53' 54 ", a radius of 595.00 feet, an arc length of 310.49 feet, a chord bearing of South 54° 04'46" East and chord distance of 306.97 feet to an iron pin set; Thence across said 0.385 acre tract, with the arc of a curve to the left, having a central angle of 09° 00' 08 ", a radius of 1834.50 feet, an arc length of 288.23 feet, a chord bearing of North 81° 38' 31" West and chord distance of 287.94 feet to the TRUE POINT OF BEGINNING and containing 0.393 acre, more or less. 0.393 ACRE -2- Iron pins set, where indicated, are iron pipes, thirteen sixteenths (13/16) inch inside diameter, thirty (30) inches long with a plastic plug placed in the top bearing the initials EMHT INC. The bearings shown hereon are based on the Ohio State Plane Coordinate System South Zone as per NAD83 (1986 Adjustment). Control for bearings was from coordinates of monuments FRANK 73 and FRANK 74, having a bearing of South 73° 57' 18" East, established by the Franklin County Engineering Department, using Global Positioning System procedures and equipment. This description is based on an actual field survey performed by or under the direct supervision of Joshua M. Meyer, Registered Surveyor Number 8485 in April 2013. �O F JOSHUA M. MEYER F ;a3 S -8485 O` J .,� ON n' JMM:sg 0 393 ac 20170164 -VS- BNDY- 04.doc EVANS, MECHWART, HAMBLETON & TILTON, INC. Joshua M. Meyer Professional Surveyor No. 8485 6-1 6 - Zoi Date 0 , +I - N ew "7 0 •3`1`3 0.t.,.1 JON VELD Evans, Mechwart, Hambleton & Tilton, Inc. Engineers • Surveyors • Planners • Scientists 5500 New Albany Road, Columbus, OH 43054 Phone: 614.775.4500 Toll Free: 888.775.3648 emht.com SURVEY OF ACREAGE PARCEL QUARTER TOWNSHIP 2, TOWNSHIP 2, RANGE 19 UNITED STATES MILITARY LANDS CITY OF DUBLIN, COUNTY OF FRANKLIN, STATE OF OHIO Date: June 7, 2017 Scale: 1" = 50' Job No: 2017 -0164 SURVEY NOTE: O = STONE FIND. This survey was prepared using documents of record, prior plats of survey, and observed ■ = MON. FIND. \ evidence located by an actual field survey in April 2013. • = I.P. FIND. TPOB �� BASIS OF BEARINGS: • = SET NAIL FND. The Bearings shown hereon are based on the Ohio State Plane Coordinate System South °G �� Zone as perNAD83 (1986 Adjustment). Control for bearings was from coordinates of O = MAG. NAIL SET °�� '� monuments FRANK 73 and FRANK 74, having a bearing of South 73° 57' 18" East, A = R.R. SPK. FIND. L1 0 ,�� established by the Franklin County Engineering Department. A = R.R. SPK. SET DETAIL SCALE: 1 " =10' �° \ • = P.K. NAIL FIND. 1. P. Set are 13/16" I.D. iron ° pipe with cap inscribed EMHT INC `\ \ dQ � 50 0 50 100 GRAPHIC SCALE (in feet) BRIDGE PARK EAST SECTION 5 P.B. 121, P. 73 LOT 10 BRIDGE PARK HBLOCK, LLC I.N. 201 701 1 9001 0223 —R /W TULLER RIDGE DRIVE 65' SCIOTO TULLER ACQUISITION, 15.097 AC. (DEED) I.N. 201 3081 601 40286 s I o� z wo J W N r U N L Q O _ N � N O I— co N U O I W Z i f— I LSREF3 BRAVO (OHIO), L PARCEL II �, 9 11.930 AC. (DEED) '�� S� , I.N. 201 41 00701 32678 S� pR ,A\s9 v6,, S F .00, C-- M =7834.50' Arc__ , hB =N81 °38'31 "W ChD_ - 287.94.g4, CITY OF DUBLIN, OHIO 0.385 AC. (DEED) I.N. 201601080002954 REF3 BRAVO (OHIO), L PARCEL 1 15.459 AC. (DEED) I.N. 201410070132678 LINE TABLE LINE BEARING DISTANCE L1 NO3'38'07 "E 2.00' L2 NO3 °38'07 "E 47.82' L3 N04'51'1 7 "W 4.50' L4 N84'30'48 "E 11.37' CURVE TABLE CURVE DELTA RADIUS ARC CH. BEARING CH. DIST. C1 1'57'16" 1832.50' 62.51' S87'07'1 2 "E 62.51' C2 9' 16'18" 458.30' 74.16' N01'0 8' 17 "W 74.08' C3 1 38'09'55" 1 40.00' 26.64' 1 N65'25'51 "E 1 26.15' TULLE �iw_ ` A'R R�DGEb I P• 6 JR OF 0 0 JOSHUA M. = MEYER _ S -8485 0 N• oN A4 `CO t. y --`-Z M. Meyer Professional Surveyor No. 8485 1`- - r' (,-20/7 Date Crawford– Hoying Development Partnership / Bridge Park Drive Final Engineering / 2017 -0164 / 20170164 –VS– BNDY -04 EXHIBIT B Evens, Mc,h -a,t Hembleton & Tilton. Inc. Ennlnee:,S "rveYOrs, Planners. Sclentlsis PRELIMINARY OPINION OF COST BRIDGE PARK AVENUE APRIL, 2017 DESCRIPTION CURRENT ESTIMATED COST ROADWAY SUBTOTAL = $ A91,000 EROSION CONTROL SUBTOTAL = $ 170,000 DRAINAGE SUBTOTAL = $ 266,000 PAVEMENT SUBTOTAL = $ 505,000 WATER WORKS SUBTOTAL = $ 9,000 TRAFFIC CONTROL SUBTOTAL = $ 12,000 MAINTENANCE OF TRAFFIC SUBTOTAL = $ 20,000 LIGHTING SUBTOTAL = $ 133,000 MISCELLANEOUS SUBTOTAL = $ 89,000 1A) STREET NAME SIGN ADJUSTMENTS = $ 20,000 OPINION OF CONSTRUCTION COST TOTAL = $ 1,715,000 10% CONTINGENCY = $ 172,000 INFLATION TO 2017 (3 %) _ $ - STREAM IMPACT MITIGATION FOR CITY OWNED DEVELOPMENT $ 13A,550 PARCEL SOUTH OF BRIDGE PAVE AVE _ DESIGN SERVICES = $ 171,000 OPINION OF COST WITH CONTINGENCY, INFLATION, & DESIGN = $ 2,192,550 Notes Estimate assumes that 12" water main on Shamrock Blvd will remain (not relocated to new alignment). Estimate excludes water main extension between Dole Drive and Shamrock Blvd. Estimate excludes rock excavation - rock location and type are unknown at this time. Estimate excludes AEP and Dublink infrastructure. Estimate excludes sanitary sewer extensions. Estimate excludes landscaping and irrigation. Estimate excludes permit fees, construction inspection, management, bidding services, and owner representation. Estimate excludes property acquisition costs. IAIAdjust street name signs from eastern project limit to Sawmill Road to reflect renaming of street as Bridge Park Avenue. Pricing reflects probable construction cosh obtainable in the project locality on the date of this statement of probable costs. Unit rates have been obtained from historical records and /or discussion with contractors. The unit rates reflect current bid costs in the area. This estimate is a determination of fair market value for the construction of this project. It is not a predicton of low bid. Pricing assumes compettive bidding for every porton of the consfruction work for all subcontractors and general contractors. Experience indicates that a fewer number of bidders may result in higher bids, conversely an increased number of bidders may result in more competitive bids. Since EMH &T has no control over the cost of labor, material, equipment, or over the contractor's method of determining prices, or over the compettive bidding or market conditons at the time of bid, the statement of probable construction cost is based on industry practice, professional experience and qualifications, and represent EMH &T's best judgment as a consultant familiar with the consfruction industry. EMH &T does not guarantee that the proposals, bids, or the consfruction cost will not vary from opinions of probable cost pret by them. 1: \2017016A\Calculations\CostEstimates\60% Cost Estimatexls Date Printed: 4/7/2017 1 of 3 OEM g ers. SU y .Planners. -n- PRELIMINARY OPINION OF CONSTRUCTION COST BRIDGE PARK AVENUE APRIL, 2017 ITEM DESCRIPTION QUANTITY UNITS UNIT COST EXTENDED TOTAL ROADWAY 201 CLEARING AND GRUBBING, AS PER PLAN 1 L. SUM $ 20,000.00 $ 20,000.00 202 CONCRETE WALK REMOVED 2,417 S.F. $ 2.00 $ 4,834.00 202 PAVEMENT REMOVED (CONCRETE) 1,997 S.F. $ 4.00 $ 7,988.00 202 PIPE REMOVED, 24" AND UNDER 76 LIN. FT. $ 50.00 $ 3,800.00 202 CATCH BASIN ABANDONED 4 EACH $ 150.00 $ 600.00 202 CATCH BASIN REMOVED 3 EACH $ 450.00 $ 1,350.00 202 CURB REMOVED 1,348 FT. $ 4.00 $ 5,392.00 202 CURB AND GUTTER REMOVED 1,512 FT. $ 6.00 $ 9,072.00 203 EXCAVATION 12,682 C.Y. $ 18.00 $ 228,274.20 203 EMBANKMENT 2,569 C.Y. $ 5.00 $ 12,842.50 204 PROOF ROLLING 5 HOUR $ 200.00 $ 1,000.00 204 SUBGRADE COMPACTION 7,430 S.Y. $ 2.50 $ 18,575.00 204 SUBGRADE COMPACTION (SUP) 3,010 S.Y. $ 4.00 $ 12,040.00 204 EXCAVATION OF SUBGRADE, INCLUDING ROCK 200 C.Y. $ 60.00 $ 12,000.00 204* EXCAVATION OF SUBGRADE (24" OVER 25% OF SUBGRADE COMPACTION AREA) 1,740 C.Y. $ 15.00 $ 26,100.00 204* GRANULAR MATERIAL, TYPE B 1,740 C.Y. $ 40.00 $ 69,600.00 204* GEOTEXTILE FABRIC, TYPE D 3,140 S.Y. $ 1.50 $ 4,710.00 608 4" CONCRETE WALK 2,780 S.F. $ 8.00 $ 22,240.00 608 CURB RAMP 16 EACH $ 500.00 $ 8,000.00 608 DETECTABLE WARNING 16 EACH $ 400.00 $ 6,400.00 861* GEOGRID FOR SUBGRADE STABILIZATION 3,140 SO YD $ 5.00 $ 15,700.00 ROADWAY SUBTOTAL = $ 491,000.00 EROSION CONTROL 207 PERIMETER FILTER FABRIC FENCE 1,362 FT. $ 3.00 $ 4,086.00 207 INLET PROTECTION 24 EACH $ 150.00 $ 3,600.00 207 ROCK CHECK DAM 29 EACH $ 500.00 $ 14,500.00 207* CONSTRUCTION SEEDING AND MULCHING 21,990 S.Y. $ 0.80 $ 17,592.00 207 TEMPORARY CONSTRUCTION ENTRANCE (2230) 2 EACH $ 4,500.00 $ 9,000.00 653 TOPSOIL FURNISHED AND PLACED (T =4 ") 2,450 C.Y. $ 35.00 $ 85,750.00 659 SEEDING AND MULCHING, CLASS 1 21,990 S.Y. $ 1.00 $ 21,990.00 659 REPAIR SEEDING AND MULCHING 1,100 S.Y. $ 1.30 $ 1,430.00 659 COMMERCIAL FERTILIZER 1.98 TON $ 590.00 $ 1,168.20 659 LIME 4.55 AC. $ 120.00 $ 546.00 659 WATER 119 M. GAL $ 5.20 $ 618.80 670 DITCH EROSION PROTECTION 2,700 S.Y. $ 2.50 $ 6,750.00 SPEC CONCRETE WASHOUT AREA 1 L. SUM $ 2,500.00 $ 2,500.00 EROSION CONTROL SUBTOTAL = $170,000.00 DRAINAGE 604 RECTANGULAR CONCRETE CATCH BASIN 48" INLET (AA -5136) 1 EACH $ 4,000.00 $ 4,000.00 604 CURB & GUTTER INLET (AA- S125A) 4 EACH $ 3,500.00 $ 14,000.00 604 CURB & GUTTER INLET ADJUSTED TO GRADE 4 EACH $ 700.00 $ 2,800.00 604 CURB & GUTTER INLET RECONSTRUCTED TO GRADE WITH HEAVY DUTY GRATE AND FRAME FOR STANDARD CATCH BASIN AAA -5141 1 EACH $ 1,200.00 $ 1,200.00 604 MANHOLE TYPE C 7 EACH $ 3,200.00 $ 22,400.00 604 MANHOLE ADJUSTED TO GRADE 1 EACH $ 700.00 $ 700.00 605 4' PIPE UNDERDRAINS 4,515 FT. $ 8.00 $ 36,120.00 611 CATCH BASIN, AA -S1 33A 7 EACH $ 1,700.00 $ 11,900.00 901 12" PIPE, WITH TYPE 1 BEDDING, WITH COMPACTED GRANULAR MATERIAL 722 LIN. FT. $ 70.00 $ 50,540.00 901 24" PIPE, WITH TYPE 1 BEDDING, WITH COMPACTED GRANULAR MATERIAL 812 LIN. FT. $ 150.00 $ 121,800.00 DRAINAGE SUBTOTAL = $ 266,000.00 J:\20170164\Ca IcuIations\CostEstimates\60% Cost Estimate. As Date Printed: 4/7/2017 2 of 3 OEM g ers. SU y .Planners. —n- PRELIMINARY OPINION OF CONSTRUCTION COST BRIDGE PARK AVENUE APRIL, 2017 ITEM DESCRIPTION QUANTITY UNITS UNIT COST EXTENDED TOTAL PAVEMENT 254 PAVEMENT PLANING (T= 1.25 ") 1,660 S.Y. $ 8.00 $ 13,280.00 301 ASPHALT CONCRETE BASE 1,040 C.Y. $ 140.00 $ 145,600.00 301 ASPHALT CONCRETE BASE (FOR SHARED USE PATH) 260 C.Y. $ 230.00 $ 59,800.00 304 1AGGREGATE BASE 1,240 C.Y. $ 50.00 $ 62,000.00 304 AGGREGATE BASE (FOR SHARED USE PATH) 510 C.Y. $ 70.00 $ 35,700.00 407 TRACKLESS TACK COAT 600 GAL. $ 4.00 $ 2,400.00 407 TRACKLESS TACK COAT (FOR RESURFACING) 140 GAL. $ 4.00 $ 560.00 407 TRACKLESS TACK COAT FOR INTERMEDIATE COURSE 450 GAL. $ 4.00 $ 1,800.00 423 CRACK SEAL, TYPE III 135 LB. $ 25.00 $ 3,375.00 448 ASPHALT CONCRETE INTERMEDIATE COURSE (MEDIUM TRAFFIC), PG64 -22 370 C.Y. $ 170.00 $ 62,900.00 448 VARIABLE DEPTH ASPHALT CONCRETE INTERMEDIATE COURSE (MEDIUM TRAFFIC) PG64- 11 C.Y. $ 200.00 $ 2,200.00 448 ASPHALT CONCRETE SURFACE COURSE (MEDIUM TRAFFIC), PG64 -22 260 C.Y. $ 195.00 $ 50,700.00 448 ASPHALT CONCRETE SURFACE COURSE (MEDIUM TRAFFIC), PG64 -22 (FOR 60 C.Y. $ 210.00 $ 12,600.00 448 ASPHALT CONCRETE SURFACE COURSE (MEDIUM TRAFFIC), PG64 -22 (FOR SHARED USE PATH) 130 C.Y. $ 250.00 $ 32,500.00 609 CURB, STRAIGHT 18" 287 FT. $ 20.00 $ 5,740.00 609 COMBINATION CURB AND GUTTER (RD -02) 536 FT. $ 25.00 $ 13,400.00 PAVEMENT SUBTOTAL = $ 505,000.00 WATER WORKS 807 VALVE BOX, ADJUSTED TO GRADE 4 EACH $ 225.00 $ 900.00 809 FIRE HYDRANT, RELOCATED 2 EACH $ 4,000.00 $ 8,000.00 WATER WORKS SUBTOTAL = $ 9,000.00 TRAFFIC CONTROL - SIGNING AND STRIPING WITHIN PROJECT LIMITS 1 L. SUM 1 $ 12,000.00 $ 12,000.00 TRAFFIC CONTROL SUBTOTAL = $ 12,000.00 MAINTENANCE OF TRAFFIC 614 MAINTAINING TRAFFIC 1 I L. SUM 1 $ 20,000.00 $ 20,000.00 MAINTENANCE OF TRAFFIC SUBTOTAL = $ 20,000.00 STREET LIGHTING 625 TEMPORARY STREET LIGHTING 1 I L. SUM 1 $ 132,500.00 $ 132,500.00 STREET LIGHTING SUBTOTAL = $ 133,000.00 MISCELLANEOUS 108.03 TYPE B - CRITICAL PATH METHOD (CPM) SCHEDULE 1 L. SUM $ 3,500.00 $ 3,500.00 619 FIELD OFFICE, TYPE B 8 MONTH $ 2,500.00 $ 20,000.00 623 CONSTRUCTION LAYOUT STAKES 1 L. SUM $ 20,000.00 $ 20,000.00 624 MOBILIZATION 1 L. SUM $ 40,000.00 $ 40,000.00 SPEC PROOF SURVEY 1 L. SUM $ 5,000.00 $ 5,000.00 MISCELLANEOUS SUBTOTAL = $ 89,000.00 STREET NAME SIGN ADJUSTMENTS ADJUST STREET NAME SIGNS FROM SHAMROCK BLVD TO SAWMILL ROAD 1 L. SUM 1 $ 20,000.00 $ 20,000.00 STREET NAME SIGN ADJUSTMENTS SUBTOTAL = $ 20,000.00 * Denotes Contfngency Contingency CONSTRUCTION COST SUBTOTAL = $ 1,715,000.00 J:\20170164\Ca IcuIations\CostEstimates\60% Cost Estimate. As Date Printed: 4/7/2017 3 of 3 5.30.17 EXHIBIT C INFRASTRUCTURE AGREEMENT (Bridge Park Avenue Extension) This INFRASTRUCTURE AGREEMENT (the Agreement") is made and entered into as of this day of , 2017 (the "Effective Date "), by and between the CITY OF DUBLIN, OHIO (the "City"), a municipal corporation duly organized and validly existing under the Constitution and laws of the State of Ohio (the "State ") and its Charter, and CRAWFORD HOPING DEVELOPMENT PARTNERS, LLC ( "Developer" and together with the City, the "Parties "), an Ohio limited liability company, under the circumstances summarized in the following recitals (the capitalized terms not defined in the recitals are being used therein as defined in Article 1). RECITALS: WHEREAS, the City has prepared a strategy for comprehensive development within an area of the City generally known as the Bridge Street District and that strategy was effected by the approval of the Bridge Street District Area Plan therefor by the City on July 1, 2013; and WHEREAS, the Developer has proposed to construct a road extension contemplated by the Bridge Street District Area Plan from Bridge Park Avenue from Dale Drive to Village Parkway, as further depicted and described on EXHIBIT A (referred to herein as the "Public Improvements ") in exchange for approximately 3.69 acres of land owned by the City; and WHEREAS, the Parties have entered into a Real Estate Transfer Agreement to accomplish the transfer of the approximately 3.69 acres of land from the City to the Developer; and WHEREAS, the City has determined that it would be in the best interests of the City to contract with the Developer to provide for the construction and installation of certain Public Improvements in the manner described herein; and WHEREAS, City Council passed Ordinance No. -17 on 2017, authorizing the execution and delivery of this Agreement; Now, THEREFORE, in consideration of the promises and covenants contained herein, and to induce the Developer to proceed with the construction of the Public Improvements, the Parties agree as follows: (END OF RECITALS) 010 - 8457 -4260/4 ARTICLE I Section 1.1. Use of Defined Terms. In addition to the words and terms defined elsewhere in this Agreement or by reference to another document, the words and terms set forth in Section 1.2 have the meanings set forth in Section 1.2 unless the context or use clearly indicates another meaning or intent. Section 1.2. Dermitions. As used herein: "Agreement' ' means this Infrastructure Agreement (Bridge Park Avenue Extension) by and between the City and the Developer and dated as of the Effective Date. Authorized City Representative" means initially the City Manager of the City. The City may from time to time provide a written certificate to the Developer signed on behalf of the City by the City Manager designating an alternate or alternates who has the same authority, duties and powers as the initial Authorized City Representative. Authorized Developer Representative" means initially Brent Crawford, in his capacity as Manager for the Developer. The Developer may from time to time provide a written certificate to the City signed on behalf of the Developer by its Manager or General Counsel designating an alternate or alternates or a substitute who has the same authority, duties and powers as the initial Authorized Developer Representative. "Change Directive" means such instrument executed and delivered pursuant to Section 4.7. "Change Order" means such instrument executed and delivered pursuant to Section 4.6. "City" means the City of Dublin, Ohio, an Ohio municipality. "City Council" means the City Council of City. "Completion Certificate" has the meaning set forth in Section 4.3(a). "Construction Documents" means this Agreement, the Drawings and Specifications, the bids for the Public Improvements dated 2017, and the Guaranteed Maximum Price Construction Contract between Developer and , as construction contractor, dated , 2017, as such documents may be revised or supplemented from time to time with the approval of the Authorized City Representative and the Authorized Developer Representative. "Cost of the Work" means the actual costs of the design and construction of the Public Improvements, the approved budget for which is attached as E%BIBrr C. Costs of the Work may include construction labor and material costs, related plan review and inspection fees, design and engineering fees as approved by the Engineer, site preparation costs, legal fees related to the review -2- 010 - 8457 -4260/4 of project construction documents, and other costs necessary and appurtenant thereto, all as further described in the approved Construction Documents. "County" means the County of Franklin, Ohio. "Developer" means Crawford Hoying Development Partners, LLC, a limited liability company organized and existing under the laws of the State, including any successors or assigns thereof permitted under this Agreement. "Director of Finance" means the Director of Finance of the City. "Drawings and Specifications" has the meaning set forth in Section 5. 1, which Drawings and Specifications contain the detailed construction plans and specifications for the Public Improvements. "Effective Date" means the date as defined in the preambles of this Agreement. "Engineer" means the City Engineer, or any architectural or engineering firm licensed to perform architectural and engineering services within the State of Ohio and appointed by the City with the consent of the Authorized Developer Representative, which consent may not be unreasonably withheld or delayed. "Engineer's Completion Certificate" has the meaning set forth in Section 4.3(b). "Event ofDefault' means an Event of Default under Section 7.1. "Force Majeure" means acts of God; fires; epidemics; landslides; floods; strikes; lockouts or other industrial disturbances; acts of public enemies; acts or orders of any kind of any governmental authority; insurrections; riots; civil disturbances; arrests; explosions; breakage or malfunctions of or accidents to machinery, transmission pipes or canals; partial or entire failures of utilities; shortages of labor, materials, supplies or transportation; lightning, earthquakes, abnormal adverse weather that could not have been reasonably anticipated and which affects critical path work; or any other cause or event not reasonably within the control of the Developer or the City, as the case may be, excluding, however, the inability of the Developer to obtain financing for its obligations hereunder. "Project Fund' means the account or fund created by the City into which the amounts required pursuant to this Agreement shall be deposited and disbursed to pay for the Cost of the Work pursuant to this Agreement. "Property Transfer Agreement" means the Real Estate Transfer Agreeemnt by and between the City and the Developer dated 12017. "Public Improvements" means all pavement, curbs, and related improvements for the extension of Bridge Park Avenue from Dale Drive to Village Parkway as generally depicted on EXHIBIT A and which will be more specifically described in the Construction Documents, as the same may be modified pursuant to this Agreement. -3- 010 - 8457 -4260/4 "State" means the State of Ohio. "Work" means the design and construction of the Public Improvements in accordance with this Agreement. Section 1.3. Interpretation. Any reference in this Agreement to City or to any officers of City includes those entities or officials succeeding to their functions, duties or responsibilities pursuant to or by operation of law or lawfully performing their functions. Any reference to a section or provision of the Constitution of the State, or to a section, provision or chapter of the Ohio Revised Code includes such section, provision or chapter as modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision, supplement or superseding section, provision or chapter is applicable solely by reason of this paragraph if it constitutes in any way an impairment of the rights or obligations of the Parties under this Agreement. No presumption will apply in favor of any Party in the interpretation of this Agreement or in the resolution of any ambiguity of any provision hereof. Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa, the terms "hereof', "hereby ", "herein ", "hereto ", "hereunder" and similar terms refer to this Agreement; and the term "hereafter" means after, and the term "heretofore" means before, the date of this Agreement. Words of any gender include the correlative words of the other gender, unless the sense indicates otherwise. References to articles, sections, subsections, clauses, exhibits or appendices in this Agreement, unless otherwise indicated, are references to articles, sections, subsections, clauses, exhibits or appendices of this Agreement. Section 1.4. Captions and Headings. The captions and headings in this Agreement are solely for convenience of reference and in no way define, limit or describe the scope of the intent of any article, section, subsection, clause, exhibit or appendix of this Agreement. Section 1.5. Conflicts between this Agreement and other Construction Documents. Where there is a conflict between this Agreement and the other Construction Documents, the conflict will be resolved by providing the better quality or greater quantity and compliance with the more stringent requirement. If an item is shown on the Drawings and Specifications but not specified, the Developer will provide the item of the same quality as similar items specified, as determined by the Engineer. If an item is specified but not shown on the Drawings and Specifications, it will be located as directed by the Engineer. END OF ARTICLE 1) -4- 010 - 8457 -4260/4 ARTICLE II GENERAL AGREEMENT AND TERM Section 2.1. General Agreement Among Parties. For the reasons set forth in the Recitals hereto, which Recitals are incorporated herein by reference as a statement of the public purposes of this Agreement and the intended arrangements among the Parties, the Parties will cooperate in the manner described herein to facilitate the design and construction of the Public Improvements. Section 2.2. Term of Agreement. This Agreement is effective as of the Effective Date and continues until the Parties have satisfied their respective obligations as set forth in this Agreement, unless sooner terminated in accordance with the provisions set forth herein. Section 2.3. No Agency Relationship. The City and the Developer each acknowledge and agree that in fulfilling its obligations under this Agreement, the Developer acts as an independent contractor of the City and not as an agent of the City. END OF ARTICLE 11) - 5 - 010 - 8457 -4260/4 ARTICLE III REPRESENTATIONS AND COVENANTS OF THE PARTIES Section 3.1. Representations and Covenants of Citv. City represents and covenants that: (a) It is a municipal corporation duly organized and validly existing under the Constitution and applicable laws of the State and its Charter. (b) To the City's knowledge, it is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to City which would impair its ability to carry out its obligations contained in this Agreement. (c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the knowledge of City, that execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to City, including its Charter, and do not and will not conflict with or result in a default under any agreement or instrument to which City is a party or by which it is bound. (d) This Agreement to which it is a Party has, by proper action, been duly authorized, executed and delivered by City and all steps necessary to be taken by City have been taken to constitute this Agreement, and the covenants and agreements of City contemplated herein are valid and binding obligations of City, enforceable in accordance with their terms. (e) To the City's knowledge, there is no litigation pending or threatened against or by City wherein an unfavorable ruling or decision would materially and adversely affect City's ability, to carry out its obligations under this Agreement. (f) It will do all reasonable things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement by any successor public body. For purposes of this Section 3. 1, the term "knowledge" means the actual knowledge of the City Manager, without further investigation, as of the Effective Date. Section 3.2. Representations and Covenants of the Developer. The Developer represents and covenants that: (a) It is a limited liability company duly organized and validly existing under the applicable laws of the State. (b) To the Developer's knowledge, it is not in violation of or in conflict with any provisions of the laws of the State or of the United States of America applicable to the Developer that would impair its ability to carry out its obligations contained in this Agreement. -6- 010 - 8457 -4260/4 (c) It is legally empowered to execute, deliver and perform this Agreement and to enter into and carry out the transactions contemplated by this Agreement. To the knowledge of the Developer, that execution, delivery and performance do not and will not violate or conflict with any provision of law applicable to the Developer, and do not and will not conflict with or result in a default under any agreement or instrument to which the Developer is a party or by which it is bound. (d) This Agreement to which it is a Party has, by proper action, been duly authorized, executed and delivered by the Developer and all steps necessary to be taken by the Developer have been taken to constitute this Agreement, and the covenants and agreements of the Developer contemplated herein are valid and binding obligations of the Developer, enforceable in accordance with their terms. (e) To the Developer's knowledge, there is no litigation pending or threatened against or by the Developer wherein an unfavorable ruling or decision would materially and adversely affect the Developer's ability to carry out its obligations under this Agreement. (f) It will do all things in its power in order to maintain its existence or assure the assumption of its obligations under this Agreement by any successor entity. For purposes of this Section 3.2, the term "knowledge" means the actual knowledge of the Authorized Developer Representative, without a duty to investigate. (END OF ARTICLE 111) -7- 010 - 8457 -4260/4 ARTICLE IV DESIGN AND CONSTRUCTION OF PUBLIC IMPROVEMENTS Section 4.1. General Considerations. In consideration of the Developer's promise to construct the Public Improvements, the City agrees to disburse amounts on deposit in the Project Fund to reimburse or otherwise pay the Developer for the Cost of the Work in accordance with Section 6.2 and any other applicable provisions of this Agreement and accept the completed Public Improvements in accordance with and subject to the provisions of Section 4.4. Section 4.2. Design, Construction and Payment of Costs of the Public Improvements. The Developer shall cause the construction of the Public Improvements in accordance with the Construction Documents. The Developer shall be solely responsible for any Costs of the Work necessary to complete the Public Improvements, including, without limitation, increases in the Costs of the Work caused by unforeseen conditions, labor or material shortages or disruptions, corrections to deficient or nonconforming Work, Force Majeure events, Change Orders, or other conditions or events. The Developer will perform the work and pay the Cost of the Work in accordance with this Agreement and the other Construction Documents, and Developer will provide all necessary and inferable labor, materials, services and acts in connection with the design, construction and completion of the Public Improvements, regardless of whether or not reflected in the Construction Documents. The Public Improvements must be built in a manner that is consistent with the applicable City requirements of the Bridge Street District development regulations. In order to reduce the Costs of the Work, the City agrees waive the related plan review and inspection fees for the Public Improvements and the Developer agrees to design and construct the Public Improvements without any development fee or other charge for overhead or general conditions; provided that the foregoing does not preclude payment of contracting fees, overhead or general conditions to third party contractors pursuant to the Construction Documents approved by the City and Developer. The Developer will finally complete construction of the Public Improvements, including correction of deficiencies and other punchlist items, by November 1, 2017, subject to Force Majeure events and other schedule extensions as Developer may be entitled to under this Agreement. The Developer will enter into all design and construction contracts in its own name and not in the name of the City. The Developer will provide copies of all design and construction contracts to the City and will cause the general contractor and any key subcontractors to enter into a collateral assignment of the construction contracts for the Public Improvements in a form reasonably required by the City in order that the City may exercise the rights of the Developer under that contract. The Developer will supervise, perform and direct the Work utilizing qualified personnel, and in accordance with the standards of care normally exercised by construction organizations performing similar work. 010 - 8457 -4260/4 The Developer shall provide a contact person to Wendy's and use commercially reasonable efforts to inform Wendy's in advance of Work that might affect Wendy's and coordinate with Wendy's to minimize disruptions to Wendy's operations, including pedestrian and vehicular circulation and traffic patterns in and around Wendy's campus. The Developer shall also provide a contact person to residents of Greystone Mews and shall take commercially reasonable steps to inform residents in advance of Work that might affect vehicular access Greystone Mews and to limit hours of construct for the Public Improvements so as to minimize disruptions for residents of Greystone Mews. The Developer agrees that the Public Improvements, including all rights -of -way and easements associated therewith, will be dedicated to the City for public use upon completion and acceptance as provided in Sections 4.3 and 4.4 and in accordance with all applicable City platting and dedication requirements. Section 4.3. Completion of the Public Improvements. The Public Improvements will be deemed completed upon fulfillment of the following conditions: (a) Receipt of written notice (the "Completion Certificate ") from the Authorized Developer Representative that the Public Improvements are complete and ready for final acceptance by the City, which notice must (i) generally describe all property acquired or installed as part of the Public Improvements; (ii) state the Cost of the Work, and (iii) state and constitute the Developer's representation that the construction of the Public Improvements have been completed substantially in accordance with the Construction Documents, all costs then due and payable in connection therewith have been paid, there are no attested account claims under Revised Code Section 1311.25 et seq. ( "Attested Account Claims "), and all obligations, costs and expenses in connection with the Public Improvements have been paid or discharged. (b) Receipt from the Engineer of a final Certificate of Completion (the "Engineer's Completion Certificate ") stating that to the best of the Engineer's knowledge, information and belief, and on the basis of the Engineer's on -site visits and inspections, that the Public Improvements have been satisfactorily completed in accordance with the terms and conditions of the Construction Documents, including all punch list items, that the construction of the Public Improvements have been accomplished in a manner that conforms to all then applicable governmental laws, rules and regulations; and that the Public Improvements have been approved by the relevant public authorities. Section 4.4. Acceptance of the Public Improvements. The City has no obligation to accept the Public Improvements until: (a) the Public Improvements are satisfactorily completed in accordance with the Construction Documents, as evidenced by the Engineer's Completion Certificate and properly dedicated as public rights -of -way and easements to the City; -9- 010 - 8457 -4260/4 (b) the City receives the Completion Certificate, the Engineer's Completion Certificate, copies of the approval letters issued by relevant public authorities as referenced in Section 4.3 herein, and all documents and instruments to be delivered to the City pursuant to the Construction Documents; (c) the City has received evidence reasonably satisfactory to it that all liens on the Public Improvements, including, but not limited to, tax liens then due and payable, the lien of any mortgage, and any Attested Account Claims, have been released, or, with respect to Attested Account Claims, security therefor has been provided pursuant to Section 5.8; and (d) the Developer has provided the City "as constructed record drawings" consisting of reproducible record drawings showing significant changes in the Public Improvements made during construction and containing such annotations as may be necessary for someone unfamiliar with the Public Improvements to understand the changes that were made to the original Construction Documents. The above conditions do not alleviate the Developer from City inspections of the Public Improvements during construction. A schedule shall be provided and inspection of the Work shall be coordinated with the City at least seventy -two (72) hours in advance for key installations such as, but not limited to, sanitary, storm sewer and granite curb. Key installations shall be established within two (2) weeks of from the date of submittal of the schedule. The City agrees to accept the Public Improvements and the rights -of -way allocable thereto upon satisfaction of the conditions listed in (a) though (d) of this Section. The City acceptance of the Public Improvements does not relieve the Developer of its responsibility for defects in material or workmanship as set forth in Section 5. 10, nor any future obligations that may be imposed on the Developer in connection with the development of property abutting or near the Public Improvements. Upon acceptance of the Public Improvements, the City agrees to rename the entire length of the Public Improvements and the rest of east -west connector road between Riverside Drive and Sawmill Parkway "Bridge Park Avenue ". Section 4.5. Extensions of Time. If the Developer or the City is delayed in the commencement or progress of its obligations hereunder by a breach by the other Party of its obligations hereunder, or by Force Majeure, and other schedule extensions as Developer may be entitled to under this Agreement or other agreements between the parties, then the time for performance under this Agreement by the Party so delayed will be extended for such time as is commercially reasonable under the circumstances. Section 4.6. Chances in the Work. After the execution of this Agreement, and without invalidating this Agreement, the Authorized Developer Representative, the Authorized City Representative and the Engineer by written agreement (a "Change Order") may agree to changes in the Work. Changes in the Work will be performed under applicable provisions of this Agreement and the Construction Documents, unless otherwise provided in the Change Order. A Change Order must be in the form attached as EXHIBIT B, be prepared by the Engineer and be signed by the Authorized City Representative, the Authorized Developer Representative -10- 010 - 8457 -4260/4 and the Engineer, stating their agreement upon (a) the change in the Work, (b) any adjustment of the Cost of the Work, and (c) any extension of the time for performance under this Agreement. The increased Cost of the Work (after deducting from such increase any unallocated contingency costs that were included in the in the budgeted Cost of Work prior to giving effect to any Change Order) caused by any Change Order, other than a Change Order resulting from a Change Directive, shall be the sole responsibility of the Developer and the Developer shall promptly deposit the amount of such increase into the Project Fund. Section 4.7. Change Directives. The City, without invalidating the Agreement, may order changes in the Work consisting of additions, deletions or other revisions, including proposed adjustments to the Developer's time for performance, through a written directive signed by the City and issued to the Developer ( "Change Directive "). In the absence of an agreed -upon method, adjustments in the Cost of the Work and contract time for performance resulting from a Change Directive shall be determined by the Developer's cost of labor, material, equipment, and reasonable overhead, unless the Parties agree on another method for determining the cost or credit. Pending final determination of the total cost of a Change Directive, the Developer may request payment for Work completed pursuant to the Change Directive. The City will make an interim determination of the amount of payment due for purposes of certifying a Written Requisition. When the City and Developer agree on adjustments to the Cost of the Work and contract time arising from a Change Directive, the Engineer will prepare a Change Order. The Developer shall proceed diligently with the performance of the changes in the Work following receipt of and as set forth in the Change Directive pending Developer's receipt of a fully executed Change Order. (END OF ARTICLE IV) - 11 - 010 - 8457 -4260/4 ARTICLE V FURTHER PROVISIONS RELATING TO THE DESIGN AND CONSTRUCTION OF THE PUBLIC INFRASTRUCTURE IMPROVEMENTS Section 5.1. Construction Documents. The Developer has caused to be prepared by EMH &T and the City and Developer have approved the working drawings, plans and specifications dated , 2017, that are necessary to be prepared in connection with the Work (collectively, the `Drawings and Specifications ") as well as the other Construction Documents. The Drawings and Specifications and the Construction Documents shall be instruments of service through which the Work to be executed is described. City is hereby granted, effective immediately, aperpetual, non - exclusive and irrevocable license in the Drawings and Specifications and related documents and shall be permitted to retain copies, including reproducible copies, of the Drawings and Specifications and related documents for information and reference in connection with the City's use and occupancy of the Public Improvements. The City's license to use the Drawings and Specifications and related documents for its use and occupancy shall include, but not be limited to, the right to provide the Drawings and Specifications and related documents to another design professional for information and reference in preparing new Drawings and Specifications for subsequent improvements, additions or alterations to the Public Improvements. The City shall also be permitted to use the Drawings and Specifications and related documents to proceed with work on the Public Improvements in the event that the Developer ceases for any reason to perform its obligations under this Agreement. The Developer shall obtain similar non - exclusive licenses consistent with this Section 5.1 from the Developer's consultants for the use of the Drawings and Specifications and related documents. Submission or distribution of the Drawings and Specifications and related documents to meet official regulatory requirements or for similar purposes in connection with the Public Improvements is not to be construed as publication in derogation of the reserved rights of the Developer and the Developer's consultants. Section 5.2. Prevailing Wage. The City designates its Contract & Procurement Coordinator as the prevailing wage coordinator for the Public Improvements (the `Prevailing Wage Coordinator "). The Developer acknowledges and agrees that the Public Improvements are subject to the prevailing wage requirements of Chapter 4115 of the Ohio Revised Code and all wages paid to laborers and mechanics employed on the Public Improvements must be paid at not less than the prevailing rates of wages of laborers and mechanics for the classes of work called for by the Public Improvements in Franklin County, Ohio, which wages must be determined in accordance with the requirements of that Chapter 4115. The Developer must comply, and the Developer must require compliance by all contractors and must require all contractors to require compliance by all subcontractors working on the Public Improvements, with all applicable requirements of that Chapter 4115, including any necessary posting requirements. The Developer (and all contractors and subcontractors thereof) must cooperate with the Prevailing Wage Coordinator and respond to all reasonable requests by the Prevailing Wage Coordinator when the Prevailing Wage Coordinator is determining compliance by the Developer (and all contractors and subcontractors thereof) with the applicable requirements of that Chapter 4115. The Prevailing Wage Coordinator will notify the Developer of the prevailing wage rates for the Public Improvements. The Prevailing Wage Coordinator will notify the Developer of any change -12- 010 - 8457 -4260/4 in prevailing wage rates within seven (7) working days of receiving notice of such change from the Director of the Ohio Department of Commerce. The Developer must immediately upon such notification (a) ensure that all contractors and subcontractors receive notification of any change in prevailing wage rates as required by that Chapter 4115; (b) make the necessary adjustment in the prevailing wage rates and pay any wage increase as required by that Chapter 4115; and (c) ensure that all contractors and subcontractors make the same necessary adjustments. The Developer must, upon beginning performance of this Agreement, notify the Prevailing Wage Coordinator of the commencement of Work, supply to the Prevailing Wage Coordinator the schedule of the dates during the life of this Agreement on which the Developer (or any contractors or subcontractor thereof) is required to pay wages to employees. The Developer (and each contractor or subcontractor thereof) must also deliver to the Prevailing Wage Coordinator a certified copy of its payroll relating to laborers performing the Work within two (2) weeks after the initial pay date, and supplemental reports for each month thereafter and in connection with any Written Requisition exhibiting for each such employee paid any wages, the employee's name, current address, social security number, number of hours worked during each day of the pay periods covered and the total for each week, the employee's hourly rate of pay, the employee's job classification, fringe payments and deductions from the employee's wages; provided, however, that the Developer must submit such payroll reports weekly if construction of the Public Improvements is contemplated to last less than four (4) calendar months. The certification of each payroll must be executed by the Developer (or contractor, subcontractor, or duly appointed agent thereof, if applicable) and recite that the payroll is correct and complete and that the wage rates shown are not less than those required by this Agreement and Chapter 4115 of the Ohio Revised Code. The Developer must provide to the Prevailing Wage Coordinator a list of names, addresses and telephone numbers for any contractors or subcontractors performing any Work on the Public Improvements within a reasonable amount of time after they become available, and the name and address of the bonding/surety company and the statutory agent (if applicable) for those contractors or subcontractors. The Developer may not contract with any contractor or subcontractor listed with the Ohio Secretary of State for violations of Chapter 4115 of the Ohio Revised Code pursuant to Section 4115.133 of the Ohio Revised Code. Prior to final payment under this Agreement, the Developer (and any contractor or subcontractor thereof) must submit to the Prevailing Wage Coordinator the affidavit required by Section 4115.07 of the Ohio Revised Code. Section 5.3. Traffic Control Requirements. The Developer is responsible for ensuring the provision, through contractors or otherwise, of all traffic control devices, flaggers and police officers required to properly and safely maintain traffic during the construction of the Public Improvements. Without limiting the generality of the foregoing, the Developer shall use its best efforts to maintain traffic flow on existing streets during construction of the Public Improvements and minimize the time period during which such streets are closed. All traffic control devices must be furnished, erected, maintained and removed in accordance with the Ohio Department of Transportation's "Ohio Manual of Uniform Traffic Control Devices" related to construction -13- 010 - 8457 -4260/4 operations. The Developer must also submit to City for review and approval by City a plan for construction ingress and egress and maintain construction traffic in accordance with that plan. Section 5.4. Equal Opportunitv Clause. The Developer must, in all solicitations or advertisements for employees placed by or on behalf of the Developer, state that the Developer is an equal opportunity employer. The Developer will require all contractors and will require all contractors' subcontractors to include in each contract a summary of this equal opportunity clause. Section 5.5. Insurance Requirements. The Developer must furnish proof to the City at the time of commencing construction of the Public Improvements of comprehensive general liability insurance naming the City and its authorized agents as an additional insured. The minimum limits of liability for the required insurance policies may not be less than the following unless a greater amount is required by law: (a) Commercial General Liability ( "CGL'): Bodily injury (including death) and property damage with a combined single limit of $1,000,000 each occurrence, with a $2,000,000 aggregate; $100,000 for damage to rented premises (each occurrence); and $1,000,000 for personal and advertising injury. CGL must include (i) premises- operations, (ii) explosion and collapse hazard, (iii) underground hazard, (iv) independent contractors' protective, (v) broad form property damage, including completed operations, (vi) contractual liability, (vii) products and completed operations, with $2,000,000 aggregate and to be maintained for a minimum period of one (1) year after acceptance of the Public Improvements pursuant to Section 2.4, (viii) personal injury with employment exclusion deleted, and (ix) stopgap liability for $100,000 limit. The general aggregate must be endorsed to provide that it applies to the Work only. (b) Automobile liability, covering all owned, non - owned, and hired vehicles used in connection with the Work: Bodily injury (including death) and property damage with a combined single limit of $1,000,000 per person and $1,000,000 each occurrence. (c) Such policies must be supplemented by an umbrella policy, also written on an occurrence basis, to provide additional protection to provide coverage in the total amount of $5,000,000 for each occurrence and $5,000,000 aggregate. The Developer's insurance is primary to any insurance maintained by the City. (d) The Developer must obtain an additional named insurance endorsement for the CGL and automobile liability coverage with the following named insureds for covered claims arising out of the performance of the Work under the Construction Documents: (i) the City of Dublin; (ii) Dublin City Council members, executive officers, and employees; (iii) the Engineer and its employees; and -14- 010 - 8457 -4260/4 (iv) the Developer, to the extent that any construction activities are being staged or undertaken on real property owned by the Developer. (e) Insurance policies must be written on an occurrence basis only. (f) Products and completed operations coverage will commence with the certification of the acceptance of the Public Improvements pursuant to Section 4.4 and will extend for not less than two (2) years beyond that date. (g) The Developer must require all contractors and subcontractors to provide workers' compensation, CGL, and automobile liability insurance with the same minimum limits specified herein, unless the City agrees to a lesser amount. (h) If the Work includes environmentally sensitive, hazardous types of activities (such as demolition, exterior insulation finish systems, asbestos abatement, storage -tank removal, or similar activities), or involves hazardous materials, the Developer shall maintain a pollution liability policy with (1) a per -claim limit of not less than $1,000,000 and (2) an annual- aggregate limit of not less than $1,000,000, covering the acts, errors and /or omissions of the Developer for damages (including from mold) sustained by the City by reason of the Developer's performance of the Work. The policy shall have an effective date, which is on or before the date on which the Developer first started to perform any Work - related services. Upon submission of the associated certificate of insurance and at each policy renewal, the Developer shall advise the City in writing of any actual or alleged claims which may erode the policy's limits. (i) If the Work includes professional design services, Professional liability insurance from the Developer's design professional and any other consultant and subcontractor that are providing professional design services without design -build exclusions with limits not less than $1,000,000 per claim and $2,000,000 annual aggregate. The professional liability policy shall have an effective date which is on or before the date on which the Developer first started to provide any Work - related services. Upon submission of the associated certificate of insurance and at each policy renewal, the Developer shall advise the City in writing of any actual or alleged claims which may erode the professional liability policy's limits. The Developer's design professional and any consultants and subcontractor that are providing professional design services shall maintain such coverage as required by this Subsection for no less than five (5) years after the earlier of the termination this Agreement or final completion of all Work. 0) the Developer shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Work is located, property insurance on an "all- risk" or equivalent policy form, including builder's risk, in the amount of the initial Cost of the Work, plus the value of subsequent modifications and cost of materials supplied and installed by others, comprising total value for the entire Work at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final disbursement has been made as provided in - 15 - 010 - 8457 -4260/4 Section 6.3 or until no person or entity other than the City has an insurable interest in the property required by this Section to be covered, whichever is later. This insurance shall include interests of the City, the Developer and subcontractors of any tier. The Developer shall provide a copy of a certificate of insurance, upon request, to the City evidencing such coverage before an exposure to loss may occur. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least thirty (30) days' prior written notice has been given to the Developer and City. Each policy of insurance and respective certificate of insurance must expressly provide that no less than ten (10) days prior written notice be given to City in the event of cancellation, non - renewal, expiration or material alteration of the coverage contained in such policy. Section 5.6. City Income Tax Withholdings. The Developer will withhold and pay, will require all contractors to withhold and pay, and will require all contractors to require all subcontractors to withhold and pay, all City income taxes due or payable with respect to wages, salaries, commissions and any other income subject to the provisions of Chapter 35 of the Dublin City Code. Section 5.7. Compliance with Occupational Health and Safety Act of 1970. The Developer and all contractors and subcontractors are solely responsible for their respective compliance with the Occupational Safety and Health Act of 1970 under this Agreement. Section 5.8. Provision of Securitv for Attested Account Claims. To the extent any subcontractor, material supplier or laborer asserts and Attested Account Claim against the Public Improvements, the City shall proceed as is required by Revised Code Section 1311.25 et seq. which may include detaining funds that are due and payable to Developer until a sufficient amount has been detained to cover the Attested Account Claim until such time that the Attested Account Claim is released or discharged. The City shall prepare a "Notice of Commencement ", provide a copy to the Developer and make it available as required under Revised Code Section 1311.252. The Developer shall provide a copy of the Notice of Commencement to its subcontractors and any known lower tier subcontractors, and the Developer shall further require its subcontractors to provide a copy of the notice to any of the lower tier subcontractors. The Developer shall also post a copy of the Notice of Commencement in a conspicuous location at the project site. Section 5.9. Securitv for Performance. The Developer will furnish prior to commencement of construction of the Public Improvements a performance and payment bond from the general contractor for the Public Improvements in an amount not less than the Cost of the Work that names the City as obligee in the form provided by Section 153.57 of the Ohio Revised Code. In the event of an increase in the Cost of the Work as a result of a Change Directive or Change Order, the Developer shall proportionately increase the amount of its bond. If notice of any change affecting this Agreement is required by a provision of the bond, giving the notice shall be the Developer's responsibility. Any bond must be executed by sureties that are licensed to conduct business in the State as evidenced by a Certificate of Compliance issued by the Ohio Department of Insurance. All bonds signed by an agent must be accompanied by a power of attorney of the agent signing for the surety. If the surety of any bond so furnished by a contractor declares bankruptcy, become insolvent or its -16- 010 - 8457 -4260/4 right to do business is terminated in Ohio, the Developer, within five (5) days thereafter, will substitute another bond and surety or cause the contractor to substitute another bond and surety, both of which is acceptable to the City and the Developer. The Developer must provide to the City prior to commencement of any Work by any contractor a copy the security for performance provided by the Developer or contractor pursuant to this Section. Section 5.10. Further Developer Guaranties Relating to the Public Improvements. The Developer guarantees that it will cause to be exercised in the performance of the Work the standard of care normally exercised by well - qualified engineering and construction organizations engaged in performing comparable services in central Ohio. The Developer further warrants that the Work and any materials and equipment incorporated into the Work will be free from defects, including defects in the workmanship or materials (without regard to the standard of care exercised in its performance) for a period of one (1) year (two (2) years for storm sewer improvements dedicated to the City) after written conditional acceptance of the Work by City. The guarantee provided in this Section is in addition to, and not in limitation of, any other guarantee, warranty or remedy provided by law, a manufacturer or the Construction Documents. The Developer shall require in all construction contracts for the Public Improvements to provide that the City is a beneficiary of any guarantees provided by the Contractor and entitled to enforce those guarantees. If defective Work becomes apparent within the warranty or guarantee period, the City will promptly notify the Developer in writing and provide a copy of said notice to the Engineer. Within ten (10) days of receipt of said notice, the Developer will visit the site of the Work in the company of one or more representatives of the City to determine the extent of the defective work. The Developer will, within a reasonable time frame, repair or replace (or cause to be repaired or replaced) the defective Work, including all adjacent Work damaged as a result of such defective Work or as a result of remedying the defective Work. If the defective Work is considered by the City to be an emergency, the City may require the Developer to visit the site of the Work within one day of receipt of said notice. The Developer is fully responsible for the cost of temporary materials, facilities, utilities or equipment required during the repair or replacement of the defective Work. If the Developer does not repair or replace defective Work within a reasonable time frame, the City may repair or replace such defective Work and charge the cost thereof to the Developer or the Developer's surety. Work that is repaired or replaced by the Developer is subject to inspection and acceptance by the Engineer and City and must be guaranteed by the Developer for one (1) year from the date of acceptance of the corrective work by the City. Section 5.11. Developer Representations as to Personal Propertv Taxes; Sales Taxes. The Developer represents that at the time of the execution of this Agreement, it is not charged with any delinquent personal property taxes on the general tax list of personal property of the County. Further, the Developer will require all contractors to execute an affidavit in the form set forth on E%BIBrr D, a copy of which certificate must be delivered to the Authorized City Representative prior to the commencement of any work by that contractor or subcontractor. The Parties intend that building and construction materials incorporated into the Public Improvements be exempt from state and local sales taxes. The City will cooperate with the Developer to provide sales tax exemption certificates to contractors in order to exempt those materials. -17- 010 - 8457 -4260/4 Section 5.12. Indemnity. (a) The Developer releases the City and each officer, official and employee thereof (collectively, the "Indemnified Parries" and each an "Indemnified Party ") from, agrees that the Indemnified Parties are not liable for, and indemnifies each Indemnified Party against, all liabilities, obligations, damages, costs and expenses (including without limitation, reasonable attorneys' fees) asserted against, imposed upon or incurred by an Indemnified Party (collectively, the "Liabilities" and each a "Liability "), other than any Excluded Liability as hereinafter defined, arising out of, in connection with or resulting from the execution and delivery of this Agreement, the consummation of the transactions provided for herein and contemplated hereby, liens of subcontractors and suppliers of any tier, and all activities undertaken by the Developer or the City pursuant to this Agreement in furtherance of the development of the Public Improvements. The Developer shall require in all construction contracts for the Public Improvements to provide that the City is a beneficiary of any indemnitees provided by the Contractor and entitled to enforce those indemnitees. "Excluded Liability" means each Liability to the extent it is attributable to (i) the gross negligence or willful misconduct of any Indemnified Party, or (ii) the failure of the City to comply with any of its obligations under this Agreement. Excluded Liabilities include, without limitation, any Liabilities settled without the Developer's consent and any Liability to the extent that the Developer's ability to defend that Liability is prejudiced materially by the failure of an Indemnified Party to give timely written notice to the Developer of the assertion of that Liability. (b) Upon notice of the assertion of any Liability, the Indemnified Party must give prompt written notice of the same to the Developer. (c) Upon receipt of written notice of the assertion of a Liability, the Developer has the duty to assume, and must assume, the defense thereof, with full power and authority to litigate, compromise or settle the same in its sole discretion; provided that the Indemnified Party has the right to approve any obligations imposed upon it by compromise or settlement of any Liability or in which it otherwise has a material interest. (d) At its own expense, an Indemnified Party may employ separate counsel and participate in the defense of any Liability; provided, however, if it is ethically inappropriate for one firm to represent the interests of the Developer and the Indemnified Party, the Developer must pay the reasonable legal expenses of the Indemnified Party in connection with its retention of separate counsel. The Developer is not liable for any settlement of any Liability effected without its written consent, but if settled with the written consent of the Developer, or if there is a final judgment for the plaintiff in an action, the Developer agrees to indemnify and hold harmless the Indemnified Party except only to the extent of any Excluded Liability. (e) This Section survives the termination of this Agreement. (END OF ARTICLE V) _18_ 010 - 8457 -4260/4 ARTICLE VI PAYMENT OF COST OF THE WORK Section 6.1. Deposit of Monies in the Proiect Fund. The City has established or will establish prior to commencement of the Work, the Project Fund for the payment of the Cost of the Work. The Developer covenants and agrees to deposit monies into the Project Fund in an amount equal to $ prior to commencement of construction of the Public Improvements and at the time established in the Property Transfer Agreement. The Developer acknowledges and agrees that this and any additional deposit into the Project Fund is a non - refundable transfer and title vests to all such amounts in the City immediately upon the making of those deposits, and that the Developer has no right, title or interest in the Project Fund other than amounts in the Project Fund needed to pay approved Written Requisitions hereunder or amounts to be paid to the Developer pursuant to Section 6.3 following final completion of the Work and acceptable by the City. Promptly following the execution and delivery of any Change Order, the Developer agrees to deposit additional monies into the Project Fund as may be required to pay the additional Cost of the Work caused by the Change Order, or in the event of a Change Directive (or final Change Order resulting from a Change Directive) that causes the total Cost of the Work (as adjusted by any Change Orders previously or thereafter approved) to exceed the amount deposited into the Project Fund, the City agrees to deposit into the Project Fund additional monies as based on the City's interim determination under Section 4.7 and pending the execution of a Change Order, in each case when and as necessary to fund disbursements pursuant to the schedules set forth in the Construction Documents. Following commencement of construction of the Public Improvements and promptly upon a determination by the Developer or the City that the projected remaining Cost of the Work will exceed the amount remaining in the Project Fund, the Developer shall deposit such additional amounts into the Project Fund as are necessary in order to increase the amount in the Project Fund to an amount equal to the projected total remaining Cost of the Work Notwithstanding anything to the contrary contained herein, any additional deposit required from the Developer hereunder shall be equal only to the amount of the excess Cost of Work, if any, that would exist after reallocating any unallocated contingency funds in the projected total remaining Cost of Workto costs associated with such Change Order (other than a Change Order resulting from a Change Directive). Section 6.2. Disbursements from the Proiect Fund. (a) General. The City agrees to authorize disbursement of amounts in the Project Fund, in accordance with the Construction Documents based on Written Requisitions executed by the Authorized Developer Representative substantially in the form set forth on EXHIBIT E. The parties agree that Written Requisitions and payments to the Developer shall be subject to the retainage requirements of five percent (5 %) of the amount requested in a Written Requisition. To the extent consistent with the customary payment process of the City with respect to payment applications from contractors on City public improvement contracts, each Written Requisition must be accompanied by conditional lien waivers and releases from all subcontractors and suppliers to be paid from the payment resulting from the Written Requisition, and unconditional lien waivers and releases from all subcontractors and suppliers for which the Developer was required to provide a conditional lien waiver in connection with a prior Written Requisition. The period covered by each Written Requisition must be at least one (1) calendar month, ending on the last day of the month. The -19- 010 - 8457 -4260/4 Developer will deliver payment requests to the City no more often than once each calendar month during the course of construction of the Public Improvements. The City may object to a Written Requisition by giving written notice of and specific reasons for the objection(s) and of the amounts subject to the objection(s) within ten (10) business days of receipt. Following receipt of any objection by the City, Developer may provide additional information on a supplemental Written Requisition form (such being a "Supplemental Requisition ") in order to substantiate any objected amounts. The City may object to a Supplemental Requisition by giving written notice of and specific reasons for the objection(s) and of the amounts subject to the objection(s) within five (5) business days of receipt. Objections may be made because of a good faith belief that there is a material defect in Work or the percentage of completion of the Work in question in the Written Requisition is materially overstated. A Written Requisition is not payable until the objection is resolved; provided, however, that the City may only withhold from disbursement any expenses specifically objected to in any given Written Requisition, and all other amounts from such Written Requisition shall be disbursed pursuant to Section 6.2(b) below. If an objection is not made by the City in the time periods described herein, the City shall fully fund the amounts requested in the applicable Written Requisition or Supplemental Requisition, subject to the retainage requirements described above and the disbursement procedures described in Section 6.2(b) below. (b) Disbursements. Unless the City objects to any such Written Requisition and until such time as all amounts in the Project Fund have been fully disbursed to the Developer in the form of reimbursements, the City will within thirty (30) days following receipt of the Written Requisition (forty -five (45) days in case of the final Written Requisition) pay to the Developer the amounts reflected in any Written Requisition to be paid from the Project Fund. To the extent that the Developer has not theretofore paid the applicable subcontractors) and/or supplier(s) the amount requested in such Written Requisition, the Developer will promptly pay to the applicable subcontractors) and/or supplier(s) the amounts payable to such subcontractor(s) and/or supplier(s). All disbursements requested pursuant to this Section are subject to the prior approval of the Engineer and the Director of Finance. All disbursements pursuant to this Section will be made solely from the money deposited into the Project Fund and such monies will be the sole source of monies available from the City for payment of the Costs of the Work. The City may withhold any amounts requested pursuant to a Written Requisition to the extent that the Developer has not made the deposits to the Project Fund required under Section 61. (c) Developer Responsibility for Certain of the Cost of the Work. The Developer covenants and agrees that it will be responsible for the Cost of the Workthat is not paid from amounts on deposit in the Project Fund, and the Developer will not be entitled to any further reimbursement therefor from the City and the City shall have no obligation to reimburse the Developer for that unreimbursed Cost of the Work from any other City monies. (d) Other Related Provisions. Upon request of the Authorized City Representative or the Engineer, the Developer will furnish invoices or other documentation in connection with each Written Requisition. Any Written Requisition under this Section 6.2 may be in the form of a communication by telegram, e -mail, or facsimile transmission, but if in such form, it must be promptly confirmed by a Written Requisition executed by an Authorized Developer Representative and approved by the -20- 010 - 8457 -4260/4 Authorized City Representative that is delivered to the Developer by telegram, e -mail, or facsimile transmission. In paying any Written Requisition under this Section 6.2, the City is entitled to rely as to the completeness and accuracy of all statements in such Written Requisition upon the approval of such Written Requisition by an Authorized Developer Representative, execution thereof, and communication thereof by telegram, e -mail, or facsimile transmission, to be conclusive evidence of such approval, and the Developer will indemnify and save harmless the City from any liability incurred in connection with any Written Requisition so executed or communicated by an Authorized Developer Representative. So long as any Event of Default by the Developer continues, the Developer may not submit or cause to be submitted to the City any Written Requisition pursuant to this Section 6.2 and has no claim upon any money in the Project Fund. Section 6.3. Final Disbursement. Upon final completion of the Work and acceptance by the City, the Developer will submit to City a final Written Requisition for payment of all remaining sums. Retainage shall be disbursed to the Developer along with the final disbursement. Payment of the final payment is subject to the provisions of this Article VI. The Developer will deliver to City copies of conditional final lien waivers executed by all subcontractors, suppliers or lien claimants along with the final Written Requisition together with the final payroll report and prevailing wage affidavit required by Section 5.2. Any amount in the Project Fund that is not needed to pay the final Written Requisition shall be disbursed to the Developer; provided however, that any amount remaining in the Project Fund that is properly allocated to a Change Directive funded by the City shall be retained by the City and may be transferred to its General Fund and used for any purpose. Section 6.4. No Citv Pledge or Debt. The City's obligation to make payments to the Developer pursuant to this Agreement is not an obligation or pledge of any money raised by taxation and does not represent or constitute a debt or pledge of the faith and credit of the City. Except for the payments from the Project Fund and in the aggregate amount described in this Agreement and for the reimbursements of Cost of the Work, the Developer will receive no other money from the City in connection with the construction of the Public Improvements. END OF ARTICLE VI) -21- 010 - 8457 -4260/4 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 7.1. General. Except as 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 either Party, such Party will, upon written notice from the other, proceed promptly to cure or remedy such default or breach, and, in any event, within thirty (30) days after receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or remedied within that 30 day period, then the Party will upon written notice from the other commence its actions to cure or remedy the breach within the 30 day period, and proceed diligently thereafter to cure or remedy the breach. In case such action is not taken or not diligently pursued, or the default or breach is not cured or remedied within a reasonable time, the following remedies may be pursued: (a) the aggrieved Party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not limited to, proceedings to compel specific performance by the Party in default or breach of its obligations; (b) the aggrieved Party may terminate this Agreement; and (c) in addition, if the default or breach is a failure of the Developer to achieve completion of the Work by the date set forth in Section 4.2 herein, as adjusted by Change Order or Change Directive, City may perform the Developer's obligations under this Agreement and pay the costs thereof from any lawfully available monies, including amounts on deposit in the Project Fund. The Developer and its surety are responsible for any amount necessary to perform those obligations in excess of the amounts on deposit in the Project Fund. Section 7.2. Other Rights and Remedies; No Waiver by Delay. The Parties each have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of, and its remedies under, this Agreement; provided, that any delay by either Party in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Agreement does not operate as a waiver of such rights or to deprive it of or limit such right in any way (it being the intent of this provision that neither Party should be constrained, so as to avoid the risk of being deprived of or limited in the exercise of the remedy provided in this Agreement because of concepts of waiver, laches, or otherwise, to exercise such remedy at atime when it may still hope otherwise to resolve the problems created by the default involved); nor does any waiver in fact made by either Party with respect to any specific default by the other Party under this Agreement be considered or treated as awaiver of the rights of such Party with respect to any other defaults by the other Party to this Agreement or with respect to the particular default except to the extent specifically waived in writing. Section 7.3. Force Maieure. Notwithstanding anything contained in Sections 7.1 and 7.2 to the contrary and except as otherwise provided herein, no Party will be considered in default in its obligations to be performed hereunder, if delay in the performance of such obligations is due to an event of Force Majeure beyond its control and without its fault or negligence; it being the purpose and intent of this paragraph that in the event of the occurrence of any such enforced delay, the time or times for performance of such obligations will be extended for the period of the enforced delay; provided, however, that the Party seeking the benefit of the provisions of this Section must, within fourteen (14) days after the beginning of such enforced delay, notify the other Party in writing thereof and of the cause thereof and of the duration thereof or, if a continuing _22_ 010 - 8457 -4260/4 delay and cause, the estimated duration thereof, and if the delay is continuing on the date of notification, within thirty (30) days after the end of the delay, notify the other Party in writing of the duration of the delay. (END OF ARTICLE V11) -23- 010 - 8457 -4260/4 ARTICLE VIII CONTINGENCIES; DISPUTE RESOLUTION PROVISIONS AS TO AMENDMENTS AND CLAIMS Section 8.1 Notice and Filing of Requests. Any request by the City or the Developer for amendment of the terms of this Agreement, including without limitation, for additional funds or time for performance must be made in writing and given prior to completion of the Public Improvements. The City is under no obligation to provide additional funds except in the case of a Change Directive that causes the total Cost of the Work (as adjusted by any Change Orders previously or thereafter approved) to exceed the amount deposited into the Project Fund by the Developer. Section 8.2. Request Information. In every written request given pursuant to Section 8.1, the Party giving notice must provide the nature and amount of the request; identification of persons, entities and events responsible for or related to the request; and identification of the activities on the applicable schedule affected by the request. Section 8.3. Meeting. Within ten (10) days of receipt of the request given pursuant to Section 8. 1, the Parties will schedule a meeting in an effort to resolve the request and endeavor to reach a decision on the request promptly thereafter or reach a decision on the request without a meeting, unless a mutual agreement is made to extend such time limit. The meeting will be attended by persons expressly and fully authorized, subject to any necessary City Council approvals, to resolve the request on behalf of the City and the Developer. Section 8.4. Mediation. If no mutually acceptance decision is reached within thirty (30) days of the date of the meeting held pursuant to Section 8.3, the Parties may submit the matter to mediation, upon written agreement between them, or exercise any other remedy permitted to them at law or in equity. Section 8.5. Performance. The City and the Developer will proceed with their respective performance of this Agreement during any dispute resolution process, unless otherwise agreed by them in writing. (END OF ARTICLE VIII) -24- 010 - 8457 -4260/4 ARTICLE IX MISCELLANEOUS Section 9.1. Assignment. This Agreement may not be assigned without the prior written consent of the non - assigning party; provided that the Developer may make one or more collateral assignments of all or a portion of its rights and obligations under this Agreement to one or more lenders or portion thereof providing financing for the Public Improvements, as long as the assignment provides that the Developer remains liable for all its obligations under this Agreement. The City will cooperate with any reasonable assignment request by a lender and the City Manager is authorized to execute and deliver reasonable and customary instruments requested by any such lender to evidence the City's acknowledgment or consent to that assignment and the lender's collateral interest in this Agreement. Section 9.2. Binding Effect. The provisions of this Agreement shall be binding upon the successors and/or assigns of the Parties. Section 9.3. 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. Section 9.4. Dav for Performance. Wherever herein there is a day or time period established for performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday, then such time for performance shall be automatically extended to the next business day. Section 9.5. Entire Agreement. This Agreement constitutes the entire Agreement between the Parties on the subject matter hereof and supersedes all prior negotiations, agreements and understandings, both written and oral, between the Parties with respect to such subject matter. This Agreement may not be amended, waived or discharged except in an instrument in writing executed by the Parties. Section 9.6. Executed Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute but one and the same instrument. It shall not be necessary in proving this Agreement to produce or account for more than one of those counterparts. Counterparts and signatures transmitted or stored by facsimile or electronic means (such as e- mailed .pdfs) are deemed to be original counterparts or signatures for all purposes. Section 9.7. Extent of Covenants; No Personal Liabilitv. All covenants, obligations and agreements of the Parties contained in this Agreement shall be effective to the extent authorized and permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a covenant, obligation or agreement of any present or future member, officer, agent or employee of the City other than in his or her official capacity, and neither the members of the legislative body of the City nor any City official shall be liable personally under this Agreement -25- 010 - 8457 -4260/4 or be subject to any personal liability or accountability by reason of the execution thereof or by reason of the covenants, obligations or agreements of the City contained in this Agreement. Section 9.8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claims, counterclaims, disputes and other matters in question between the City, its agents and employees, and the Developer, 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. Section 9.9. 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 if hand - 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: (i) the City at: City of Dublin, Ohio 5200 Emerald Parkway Dublin, Ohio 43017 Attention: City Manager (ii) the Developer at: Crawford Hoying Development Partners, LLC 6640 Riverside Drive, Suite 500 Dublin, Ohio 43017 Attention: Brent Crawford 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. Section 9.10. No Waiver. No right or remedy herein conferred upon or reserved to any Party is intended to be exclusive of any other right or remedy, and each and every right or remedy shall be cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at any time upon the strict observance or performance of any of the provisions of this Agreement orto exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy or be construed as a waiver or relinquishment thereof. Every right and remedy given by this Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed expedient by the parties hereto, as the case may be. Section 9.11. Ohio Laws. Any reference to a section or provision of the Constitution of the State, or to a section, provision or chapter of the Ohio Revised Code shall include such section, -26- 010 - 8457 -4260/4 provision or chapter as modified, revised, supplemented or superseded from time to time; provided, that no amendment, modification, revision, supplement or superseding section, provision or chapter shall be applicable solely by reason of this paragraph if it constitutes in any way an impairment of the rights or obligations of the Parties under this Agreement. Section 9.12. Recitals and Exhibits. The Parties acknowledge and agree that the facts and circumstances as described in the Recitals and Exhibits hereto are an integral part of this Agreement and as such are incorporated herein by reference. Section 9.13. Severabilitv. If any provision of this Agreement, or any covenant, obligation or agreement contained herein is determined by a court to be invalid or unenforceable, that determination shall not affect any other provision, covenant, obligation or agreement, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law. Section 9.14. Survival of Representations and Warranties. All representations and warranties of the Parties in this Agreement shall survive the execution and delivery of this Agreement. END OF ARTICLE IX - SIGNATURE PAGES TO FOLLOW) _2']_ 010 - 8457 -4260/4 IN WITNESS WHEREOF, the Parties have caused this Infrastructure Agreement (Bridge Park Avenue Extension) to be executed in their respective names by their duly authorized representatives, all as of the date first written above. Approved as to Form: C Jennifer Readler, Director of Law CITY OF DUBLIN, OHIO Lo Dana L. McDaniel, City Manager CRAWFORD IIOYING DEVELOPMENT PARTNERS, LLC Brent Crawford, Manager FISCAL OFFICER'S CERTIFICATE The undersigned, Director of Finance of the City of Dublin, Ohio under the foregoing Agreement, certifies hereby that the moneys required to meet the obligations of the City during the year 2017 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 Sections 5705.41 and 5705.44, Ohio Revised Code. Dated: 12017 _28_ 010 - 8457 -4260/4 Angel L. Mumma Director of Finance City of Dublin, Ohio EXHIBIT A DEPICTION AND DESCRIPTION OF PUBLIC IMPROVEMENTS [to be attached] A -1 010 - 8457 -4260/4 EXHIBIT B FORM OF CHANGE ORDER [attached] 010 - 8457 -4260/4 City of Dublin CHANGE ORDER /DIRECRYE NUMBER Project Name: Bridge Park Avenue Extension Date: Project Number: Contractor Name: Crawford Hoeing Development Partners. LLC Subcontractor Name: Type of Change (Once The following changes are made to the Contract Documents: Ref No Item No Description Qty Unl t Unit Prke I Extended Prke Explanation 5000 City Funding (If any) 4000 Ref No Explanation Ref No Explanation Total Ex lanation of Necessit : Ref No Explanation 5000 Current Cost of the Work adfrsted be previous Change Orders /Directives 000 The Cost of the Work will be ❑Increased 0 decreased 0 no change due to this Change Order /Directive by Ref No Explanation 5000 City Funding (If any) 4000 Ref No Explanation Ref No Explanation Change to Contract Price: Original Cost of the Work'. 5000 Current Cost of the Work adfrsted be previous Change Orders /Directives 000 The Cost of the Work will be ❑Increased 0 decreased 0 no change due to this Change Order /Directive by 40.00 New Cost of the Work (Including this Orange Order/Directive) 5000 City Funding (If any) 4000 B -1 Change to Contract Completion Date: Due to this change the Contract Completion Date: ❑Is increased by T Calendar Days ❑Is decreased by mw� Calendar Days ❑Is Not Changed Original Contract Completion Date: Current Contract Completion date as adjusted by previous Change Orders /Directives: New Contract Completion Date as adjusted by this Change Order /Directive: The Contractor and Subcontractor hereby agrees to the contract changes set forth in this Change Order /Directive and releases the City of Dublin from any further obligation for compensation for any known or suspected substantive direct and indirect costs incurred except as mutually agreed and described in the Explanation of Necessity. CRAWFORD HOYING DEVELOPMENT PARTNERS, LLC By: Signature Date Print Name: Title: M. 010- 845] - 4260/4 CITY OF DUBLIN, OHIO By: Dana L. McDaniel Date City Manager By: Paul A. Hammersmith, P.E. Date Director of Engineering By: Megan D. O'Callaghan, P.E. Date Director of Public Works By: Angel L. Mumma Date Director of Finance EXHIBIT C APPROVED PUBLIC IMPROVEMENTS BUDGET [to be attached] C -1 010 - 8457 -4260/4 EXHIBIT D PERSONAL PROPERTY TAX AFFIDAVIT (O.R.C.§ 5719.042) State of Ohio County of ss: (Name) of being first duly sworn, deposes and says that he /she is the (Title) (Name and Address of Contractor) "Contractor ") and as its duly authorized representative, states that effective this , 201 , the Contractor: _ (the day of O is charged with delinquent personal property taxes on the general list of personal property as set forth below: Countv Amount (include total amount penalties and interest thereon) County $ County $ County $ O is not charged with delinquent personal property taxes on the general list of personal property in any Ohio county. (Affiant) Sworn to and subscribed before me by the above -named affiant this day of 1201 . D -1 010 - 8457 -4260/4 (Notary Public) My commission expires , 201 EXHIBIT E WRITTEN REQUISITION No. City of Dublin, Ohio 5200 Emerald Parkway Dublin, Ohio 43017 Attention: Director of Finance Subject: Certificate and Request for Disbursement of Funds from the Project Fund In accordance with the provisions of Section 6.2 of the Infrastructure Agreement, dated 12017 (the Agreement') by and between the City and Crawford Hoying Development Partners, LLC (the "Developer "), you are hereby requested to disburse from the Project Fund described above, and the amount of $ as more fully set forth on the attached Project Payment Request attached hereto to be paid pursuant to this Written Requisition to the Developer at . All capitalized terms not otherwise defined in this Written Requisition have the meanings assigned to them in the Agreement. The undersigned Authorized Developer Representative does hereby certify in compliance with Section 6.2 of the Agreement that each of the following are true and correct: (i) I have read the Agreement and definitions relating thereto and have reviewed appropriate records and documents of the Developer relating to the matters covered by this Written Requisition. (ii) The amount and nature of the portion of the Cost of the Work that has been completed and requested to be paid, subject to retainage as set forth in Section 6.2 of the Agreement, are shown on Schedule A attached hereto. (iii) The disbursement herein requested is for an obligation properly incurred, is aproper charge against the Project Fund as a Cost of the Work, has not been the basis of any previous withdrawal from the Project Fund and was made in accordance with the Construction Documents. (iv) The Public Improvements have not been materially injured or damaged by fire or other casualty in a manner which, if not repaired or replaced, would materially impair the ability of the Developer to meet its obligations under the Agreement. (v) The Developer is in material compliance with all provisions and requirements of the Agreement, including, but not limited to, all prevailing wage requirements. All prevailing wage reports related to Work for which reimbursement is requested hereunder are attached to this Written Requisition. E -1 010 - 8457 -4260/4 (vi) No uncured event of default or breach of the Agreement on the part of the Developer presently exists, and no event which but for the lapse of time or the giving of notice or both would be an event of default or breach of the Agreement on the part of the Developer has occurred and is continuing. (vii) Attached hereto as Schedule B are conditional lien waivers from any materialmen, contractors and subcontractors who have provided services or materials to the Public Improvements as required by Section 6.2 of the Agreement, and the Developer further acknowledges its obligation to require, or require provision of, certain security pursuant to Section 5.8 of the Agreement in the event any mechanic's liens are filed in connection with the Public Improvements. (viii) The Public Improvements are being and have been installed substantially in accordance with the Construction Documents for the Public Improvements and all materials for which payment is requested have been delivered to and remain at the location where they are to be installed or are securely stored at an offsite location approved by the City. (ix) The payment requested hereby does not include any amount which is entitled to be retained under any holdbacks or retainages provided for in any agreement, and such amounts that are entitled to be retained are reflected in Schedule A attached hereto. (x) The Developer has asserted its entitlement to all available manufacturer's warranties to date upon acquisition of possession of or title to such improvements or any part thereof which warranties have vested in the Developer and must be wholly transferable to the City. (xi) All money of the Project Fund heretofore disbursed has been spent in accordance with the Written Requisition applicable thereto. (xii) Attached hereto as Schedule C are unconditional lien waivers for any outstanding conditional lien waivers provided in conjunction with previous Written Requisitions. EXECUTED this day of 1201 C E -2 010 - 8457 -4260/4 Authorized Developer Representative