Resolution 087-17RECORD OF RESOLUTIONS
Dayton Legal Blank, Inc., Form No. 30045
Resolution No.
87-17
Passed , 20
A RESOLUTION TO APPROVE A TERM SHEET FOR THE
PURCHASE OF PROPERTY LOCATED AT 5555 PERIMETER
DRIVE, DUBLIN OHIO 43017 FOR MUNICIPAL PURPOSES,
WHERAS, Delta Energy Holdings, LLC C'Delta'� as owner of the property located at
5555 Perimeter Drive (`'Property'), desires to sell said Property; and
WHEREAS, the City of Dublin (the "City's desires to purchase this Property for
municipal purposes; and
WHEREAS, the Parties have agreed to the Term Sheet, contingent on approval by City
Council.
NOW, THEREFORE, BE IT RESOLVED by th Council of the City of Dublin, Delaware,
Franklin, and Union Counties, State of Ohio, of the elected members concurring
that:
Section 1. Council hereby approves the Term Sheet for the purchase of the
Property for Four Million Dollars ($4,000,000).
Section 2. Council directs staff to bring forth a Real Estate Purchase Agreement for
the property located at 5555 Perimeter Drive, Dublin Ohio 43017 for first reading at
the January 9, 2018 Council meeting.
Sectio 3. This Resolution shall take effect upon adoption in accordance with
4.04(d) of the Dublin Revisedeharter.
P�ssethis da�f �/� , 2017.
ayor — PreWng C6#icer
ATTEST:
Clerk of Council
A4.
uffice of the City Manager
C Cit 5200 Emerald Parkway* Dublin,, OH 43017
ity of Dubl in Phone: 614.410.4 400 * Fax: 614.410.4490
Tom. Members of Dublin City Council
Zs%j
From,., Dana L. McDaniei, City Mana f-.
November 30, 2017
Initiated By,., Donna Goss, Director of Development
Vince Papsidero, FAICP, Director of Planninj
Re.* Res. 87-17 - Proposed acquisition of 5555 Perimeter Drive and Municipal Offices
Planning Update
Over the course of the last year, City staff have reviewed the practicality of renovating the 5800
Shier Rings Road facility, which currently houses its Department of Development and the
Department of Technology. Based upon a cost benefit assessment, it has been determined that
the better use of public funds is in acquiring a new building,, instead of investing the significant
sum needed to fully rehab and upgrade the 5800 Building.
If"r.
In addition to this analysis, st'arr considered a broader strategy to consider the long-term needs of
the City relative to office space and location. Issues have been raised regarding the adequacy of
City Hall and its space limitations, the long term needs of Parks and Recreation and Events
departments, as well as previous planning.
Memo re: Acquisition of 5555 Perimeter Drive and Municipal Offices Planning Update
November 30, 2017
Page 2 of 3
/ -- Mi .«. if
The red outline (approx. 108 acres) shows the Civic Center area as defined in the 1997 Community Plan.
yellow highlighted area shows 5555 Perimeter, the only property not owned by the City.
The
Plans for the existing facility and redevelopment of the adjacent property would be phased over
time. The first objective would be to relocate staff currently occupying City Hall to the 5555
Perimeter building. This would consolidate the Office of the City Manager, Department of Finance,
the Office of the Clerk of Council, and City Council. This new complex will facilitate more effective
services as the center of municipal government.
While further study is required to fully understand the programmatic needs, the long-term vision
shows potential for two additional buildings to create the municipal complex. As conceptualized, an
annex would be joined to the existing building to accommodate Council Chambers and meeting
space for boards and commissions and other community meetings. A central location in the
community with convenience for residents and easy access for visitors is essential.
A second building, located adjacent to the Justice Center, could house staff currently located at
5800 Shier Rings Road to include the Director of Development, Divisions of Economic
Development, Planning and Building Standards; and the Department of Information Technology.
While exact timing of moves and renovations are yet to be determined, with the addition of these
buildings, the opportunity exists to:
Memo re: Acquisition of 5555 Perimeter Drive and Municipal Offices Planning Update
November 30, 2017
Page 3 of 3
The availability of the 5555 Perimeter Drive facility provides a unique and unanticipated
opportunity to realize the City's long term vision for the area of Coffman Park while consolidating
City operations and facilitating more effective services as the center of municipal government.
Staff recommends approval of Resolution 87-17 1 including the term sheet and letter of intent fo.1
the purchase of 5555 Perimeter Drive for municipal purposes. I
TERM SHEET AND LETTER OF INTENT
FOR PURCHASE OF REAL ESTATE
November 30, 2017
Delta Energy Holdings, LLC
Sharon S. Tackett, CEO/Founder
RE: Letter of Intent to Purchase the real property commonly known as 5555 Perimeter Drive,
Dublin, Franklin County, Ohio 43017 and identified as a part of Parcel No. 273-012333-
00.
Dear Ms. Tackett:
This Letter of Intent will confirm the intentions of the Dublin City Council and the City of
Dublin, (`Suver") with respect to Buyer's possible purchase of certain real property described below from
Delta Energy Holdings, LLC, an Ohio limited liability company ("Seller") (collectively, the
"Transaction"). The purpose of this Letter of Intent is to serve as a framework for Buyer's proposal for
the Transaction and the preparation of formal legal documents.
The proposed Transaction terms set forth in this Letter of Intent ("LOI") reflect the mutual
understanding of the matters described in them, but Buyer and Seller acknowledge that the proposed
Transaction terms are not intended to create or constitute any legally binding obligation between Buyer
and Seller, and that neither Buyer nor Seller shall have any liability to, or duty to negotiate with, the other
with respect to the proposed Transaction terms.
1. Property: The property is comprised of approximately 2.58 acres, located at 5555 Perimeter Drive,
Dublin, Franklin County, Ohio 43017, and is identified as Parcel No. 273-012333-00 (the "Property").
Seller holds good and marketable, indefeasible fee simple title to the Property.
2. Purchase Price: The purchase price for the Property shall be Four Million Dollars ($4,000,000) (the
"Purchase Price"). The Buyer shall deposit in escrow a nonrefundable Fifty Thousand Dollars
($50,000) that shall be credited to Buyer at closing.
3. Review Period: Buyer at is sole cost shall have a period of sixty (60) days from the execution of this
LOI (the "Review Period") to perform soil and environmental analysis, examine title and survey, apply
for and obtain any and all governmental approvals required for Buyer to conduct its business on the
Property, and perform any other due diligence that Buyer deems reasonably necessary in connection
with its acquisition of the Property. Buyer shall have the right to terminate the Purchase Agreement
prior to the expiration of the Review Period, for any reason or no reason.
4. Closing: The "Closing" shall take place not later than fifteen (15) days after the end of the Review
Period, as may be extended, subject to the satisfaction of the Contingencies described below in Section
5.
5. Contingencies: Buyer's obligation to purchase the Property shall be contingent upon certain
conditions, including but not limited to: (i) Buyer's satisfaction of its due diligence investigations; (ii)
there being no liens (other than liens for real estate taxes that are not yet due and payable), or leases
(other than those in existence as of the date hereof), subleases, or other occupancy agreements
encumbering the Property at Closing; (iii) Buyer and the Title Company's satisfaction that Seller has
the power and authority to enter into the Purchase Agreement and to perform its obligations
thereunder; and (iv) Dublin City Council approval of the Transaction.
6. Purchase Agreement: This Letter of Intent outlines the principal business terms to be incorporated
into the Purchase Agreement. The Purchase Agreement will contain such other terms and conditions
typical in transactions for the purchase of commercial real estate, including but not limited to
representations and warranties by Seller, as may be agreed to by Buyer and Seller.
7. Broker: No broker, real estate agent, or finder is due any fee or commission in connection with the
Transaction.
8. Closing Costs: Closing costs (as applicable) for this transaction shall be paid for as follows: Seller
shall pay: (i) all title costs; (ii) the transfer taxes and conveyance fees for the Property; (iii) one-half
(1/2) of the escrow agent fees; and (iv) typical Seller prorations. Buyer shall pay: (i) the cost of
recording the deed; (ii) the cost of the survey; (iii) one-half (1/2) of the escrow agent fees; and (iv)
typical Buyer prorations.
By acknowledging this Letter of Intent in the space provided below, Seller agrees that this Letter of Intent
evidences the intent of Buyer and Seller to pursue this transaction according to the foregoing terms. If the
foregoing is acceptable, please have an authorized signatory sign this Letter of Intent indicating
acknowledgment of, and agreement to its terms, so that we may proceed with the preparation of the
Purchase Agreement.
Signatures by electronic transmission shall have the same force and effect as original signatures.
If you have questions, please feel free to contact me at 614-410-4420.
Respectfully,
Dana McDaniel
ACKNOWLEDGED AND AGREED TO:
Delta Energy Holdings, LLC
Printed Name: Sharon S. ("Sheri") Tackett
Title: CEO/Founder
Date:
2