Ordinance 086-18RECORD OF ORDINANCES
Dayton Legal Blank. Inc.
Ordinance No. 86-18
Passed
Form No. 30043
20
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE
A REAL ESTATE PURCHASE AGREEMENT AND THE NECESSARY
CONVEYANCE DOCUMENTATION TO ACQUIRE A 4.215 ACRE,
MORE OR LESS, FEE SIMPLE INTEREST FROM THOMAS FAMILY LP
WHEREAS, the Thomas Family LP, an Ohio limited partnership (the "Seller's is the
owner of a certain parcel of real property situated in the City of Dublin, County of
Franklin and State of Ohio, containing 4.215 acres, more or less, with a tax parcel
number of 273-009067 (the "Premises'; and
WHEREAS, the Premises is unimproved real property located on the northeast corner
of Riverside Drive and Emerald Parkway in the City of Dublin and County of Franklin;
and
WHEREAS, the City of Dublin (the ""City'� and the Seller participated in good faith
discussions and have come to mutually agreeable terms for the acquisition of the
necessary property interest for the sum of Six Hundred Thirty -Two Thousand Two
Hundred Fifty Dollars ($632,250.00); and
WHEREAS, the City desires to execute necessary conveyance documentation to
complete the transaction between the City and the Seller prior to the end of the year.
NOW, RE
T FORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, of the elected members concurring, that:
Section 1. The City Manager is hereby authorized to execute all necessary
conveyance documentation to acquire 4.215 acres, more or less, for the sum of Six
Hundred Thinly -Two Thousand Two Hundred Fifty Dollars ($632,250.00), said property
located within Franklin County Pard No. 273-009067.
Section 2. The Ordinanc
• ®F:' T:7. V - M
Mayer — Presi#ng O
ATTEST:
II take effect at the earliest date allowed by law.
eALV-e,li. 2018.
Clerk of Council
Office of the City Manager
�l� Of Dublin 5200 Emerald Parkway @ Dublin, OH 43017-1090
Phone, 614-410.4400 # Fax: 614-410-4490
To: Members of Dublin CityCouncil
From: Dana L, McDaniel, City Marra
Date: October 25, 2018
Initiated By: Donna Goss, Director of Development
Background
Memo
Re: Ord, 8&18• Acquisition of Property from Thomas Family LP at the Northeast
Comer of Riverside Drive and Emerald Parkway
The City began planning for what has become the Emerald Parkway since the 1980's to
accommodate increased vehicular traffic and facilitate economic development in the area, The
final extension of Emerald 8 opened up an additional 115 acres of Dublin -controlled land for
development, much of it facing Interstate 270, The Emerald Parkway was built with underground
utilities and connections to the City's Dubl-ink fiber-optic system to make it ready for immediate
development, With the last section of Emerald Parkway fully operational, the Oty can fully
leverage the economic development potential of this major east -west connector,
The opportunity exists to acquire 4,2155 acres located on the northeast comer of Riverside Drive
and Emerald Parkway and adjacent to Cry -owned property,
Memo re, Ord. 86-18 — Real Estate Purchase Agreement wa Thomas Family LP for Property Acquisition at
Northeast Corner of Riverside Drive and Emerald Parkway
October 30, 2018
Page 2of2
Property information
The proper, located at 4000 Emerald Parkway and identified as Parcel #273-009067, is currently
owned by the Thomas Family and consists of approximately 4,2156 acres. The total purchase
price for the property is $632,250, averaging $150,000 per acre, This land valuation is consistent
with current market values in the Dublin area,
Due to the adjacency of the City -owned parcel to the west, the opportunity exists to: (a) preserve
the wooded acreage along Riverside Drive; (b) combine parcels to maximize developable
acreage; (c) protect the boundaries of Ferris -Wright Park, and (d) provide a wooded buffer to the
Grandee Cliffs neighborhood,
Recommendation
Staff recommends Council approval of Ordinance 86-18 at the second reading/public hearing on
November 19 authorizing the real estate purchase agreement with Thomas Family LP in the
amount of $632,250 for the acquisition of Parcel #273-009067 for economic and municipal
purposes,
REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement (this "Agreement") is by and between the CITY of
DUBLIN, Ohio, an Ohio municipal corporation (the "City" or "Purchaser"), having an office at
5200 Emerald Parkway, Dublin, Ohio 43017-1006, and Thomas Family LP, an Ohio limited
partnership ("Seller"), and is entered into as of the date of last execution hereof (the "Effective
Date"). Purchaser and Seller are referred to individually herein as "Party" and collectively as
"Parties."
Recitals
WHEREAS, Seller is the owner of certain parcel of real property situated in the City of
Dublin, County of Franklin and State of Ohio, such real properties containing 4.215 acres, more
or less, with tax parcel number of 273-009067, which real property is more fully described on
Exhibit "A", attached hereto and made a part hereof (the "Premises"); and
WHEREAS, the Premises is unimproved real property located on the northeast corner of
Riverside Drive and Emerald Parkway in the City of Dublin and County of Franklin; and
WHEREAS, Seller desires to sell and Purchaser desires to purchase from Seller the
Premises.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the covenants, warranties,
terms and conditions hereinafter set forth, Purchaser and Seller agree as follows:
1. Purchase and Sale of the Premises. Seller hereby agrees to sell and convey to Purchaser,
and Purchaser hereby agrees to purchase and obtain from Seller, subject to the satisfaction or
waiver by Purchaser of the conditions precedent hereinafter set forth, the Premises. The total
Purchase Price for the Premises shall be $150,000 an acre for a total of $632,250.00 (the
"Purchase Price") payable in cash or by immediately available wired funds at the Closing,
subject to prorations, credits, allowances and other adjustments specifically provided for herein.
2. Prohibitions Against Disposition of the Premises. Seller shall not without the prior
written consent of the Purchaser (which shall not be unreasonably withheld, conditioned or
delayed as to easements, licenses and similar documents required in the ordinary course of
business), encumber the Premises with any mortgages, deeds of trust or other encumbrances
except as expressly permitted herein.
3. Conditions Precedent.
(a) Conditions Precedent to Purchaser's Obligation to Close. Purchaser shall not be
obligated to close under this Agreement until all of the following conditions are satisfied in the
sole and absolute discretion of the Purchaser, any one or all of which may be waived by
Purchaser, on or before November 30, 2018 (hereinafter the "Contingency Date"). If anyone or
any combination or all of the conditions precedent set forth in this Paragraph 3.a. are not satisfied
in favor of Purchaser prior to the Contingency Date, Purchaser shall provide written notice to
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Seller of same on or before the Contingency Date, and this Agreement shall terminate (unless
Purchaser, by written notice delivered to Seller, on or before the Contingency Date, waives all of
said unsatisfied conditions precedent) and thereafter both Parties shall be fully released and
relieved from all further liability and obligation hereunder (except for those obligations and
liabilities that expressly survive such termination). Following the expiration of the Contingency
Date, Purchaser's termination rights shall be limited to the terms and conditions set forth in
Section 6(c) below. The conditions precedent are as follows:
i. Purchaser shall approve of the environmental condition of the Premises as
disclosed by a report, prepared by a certified environmental engineer selected by
Purchaser (the "Environmental Report") if ordered; and
ii. Purchaser shall be satisfied, in its sole judgment, with the physical condition of
the Premises for the incorporation into parkland or for future office space (the "Intended
Use"); and
iii. Purchaser shall determine, in its sole judgment, that the development and/or use
of the Premises for Purchaser's Intended Purpose is feasible; and
iv. Purchaser shall receive the approval of the Dublin City Council for all of
Purchaser's obligations under this Agreement.
(b) Conditions Precedent to Seller's Obligations to Close. Purchaser shall deposit
with Title Company all funds necessary to close.
4. Tests and Engineering Studies. For and during the entire period that this Agreement is in
effect, Purchaser shall, at its sole cost, have the right through Purchaser's employees and/or
contractors to enter upon the Premises for the purpose of surveying, inspecting, making contour
surveys, temporary excavations (to be refilled by Purchaser as promptly as the same shall have
served their purpose, but in any event prior to Closing or the earlier termination of this
Agreement), test borings and other purposes required by Purchaser to enable Purchaser to
ascertain whether it is feasible to complete the proposed development of the Premises for the
Intended Purpose; provided, however, that as a condition precedent to Purchaser's right of entry
to the Premises or to conduct any of the foregoing, Purchaser shall provide Seller with evidence
that Seller is named as an additional insured on a commercial general liability insurance policy
obtained by Purchaser in the amount of at least $1,000,000. Further, any damage to the Premises
resulting from Purchaser's inspections of the Premises shall be paid for by Purchaser. In the
event of any damage to the Premises or injury or death of any person arising or relating in any
manner to the foregoing or any liens filed in connection with or relating to any of the foregoing,
Purchaser shall promptly discharge such liens at Purchaser's sole cost and expense and restore
the Premises to the condition that the Premises was in prior to such damage. The obligations of
Purchaser pursuant to this Section 4 shall survive the Closing or termination of this Agreement.
5. Due Diligence. Within 15 days after the Effective Date, Seller shall deliver to Purchaser
any of the following documentation, to the extent that such documentation and information is
within the possession or reasonable control of Seller or any officer or agent of Seller: copies of
the most recent title policy, title commitment and survey of the Premises; and copies of any and
all hazardous waste or environmental audits, soil tests, utility studies, water retention (storm
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sewer) and civil engineering drawings, studies, tests, examinations, reports and other material
documentation with respect to the physical and environmental condition of the Premises
including but not limited to any written orders, correspondence, consents, permits or approvals
from any governmental entities or authorities. In the event that Purchaser decides to terminate
this Agreement, Purchaser shall promptly deliver to Seller all due diligence studies and tests
(e.g., survey, Phase I, etc.), at no additional cost to Seller.
Purchaser agrees, upon conducting the due diligence contemplated herein, to restore the
Premises to as nearly the condition, which existed prior to Purchaser's entry onto the property.
Purchaser's obligation under this section shall survive any termination of this Agreement.
6. Evidence of Title.
(a) Title Commitment. Within fifteen (15) days after the Effective Date, Purchaser
shall obtain and deliver to Seller a commitment (a "Title Commitment") from a title insurance
company licensed to do business in the State of Ohio (the "Title Company") to issue an ALTA
Owner's Title Insurance Policy (Form 6/17/06) in the full amount of the Purchase Price (the
"Title Policy"). The cost of the Title Policy shall be paid by Purchaser. The Title Commitment
will be certified to the Effective Date and will include copies of all recorded documents
evidencing title exceptions raised in Schedule B of the Title Commitment. On or before the date
of Closing, the Title Commitment must show the Premises, free and clear of all liens, charges
and encumbrances except the following (collectively, the "Permitted Encumbrances"):
(i) Matters created by Purchaser; and
(ii) Zoning ordinances, legal highways and public rights-of-way which do not
interfere with Purchaser's Intended Purpose of the Premises; and
(iii) Real estate taxes which are a lien on the Premises but which are not yet
due and payable; and -
(iv) Easements and restrictions of record not timely objected to by Purchaser.
(b) Survey. Within fifteen (15) days after the Effective Date, Purchaser shall obtain
and deliver to Seller a survey of the Premises (the "S- urvey," and together with the Title
Commitment, the "Title Evidence"). The cost of the Survey shall be paid by the Purchaser, at
Closing.
(c) Status of Title; Permitted Encumbrances; Objections. Within twenty (20) days
after receipt of the Title Evidence, Purchaser may provide Seller with written objections to the
extent that the Title Evidence reveals matters other than the Permitted Encumbrances (the
"Objections") which constitute a Monetary Lien or may interfere with Purchaser's Intended
Purpose. Purchaser's failure to make Objections within such time period will constitute a waiver
of Purchaser's right to make Objections. To the extent the Objections constitute a "Monetary
Lien" (as hereinafter defined) against the Premises, Seller shall satisfy those Objections at the
Closing. For purposes hereof, a "Monet Lien" shall mean (i) any liens securing any existing
mortgage or deed of trust financing obtained, taken subject to, or assumed by Seller that
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encumbers all or any portion of the Premises as of the Effective Date, or (ii) judgment liens and
any other monetary liens or encumbrances affecting the Land or any portion thereof caused by,
for or on behalf of Seller. For all other Objections, Seller shall have five (5) days after receipt of
written notice of such Objections by Purchaser, to notify Purchaser whether Seller will cure the
Objections ("Seller's Notification"). Seller shall have no obligation to cure any Objections and
Seller's failure to deliver Seller's Notification will be deemed Seller's election not to cure the
Objections. In the event Seller elects (or is deemed to elect) not to cure the Objections, Purchaser
may terminate this Agreement by giving written notice of termination to Seller within ten (10) days
of Seller's Notification. Purchaser's failure to provide written notice of termination to Seller in
accordance with the terms of the preceding sentence shall be deemed Purchaser's acceptance of
title to the Premises with such uncured Objections as Permitted Encumbrances. If Seller elects to
cure or remove any Objections, Seller shall have until Closing to cure or remove such
Objections. The procurement by Seller, at its option, of a written commitment from the Title
Company to issue the Title Policy or an endorsement thereto reasonably satisfactory to -Purchaser
as of the Closing and insuring Purchaser against any Objections shall be deemed a removal
thereof from title to the Premises. In the event Seller cannot cure such Objections prior to
Closing, Purchaser shall make its election, one (1) business day prior to Closing, by written
notice to Seller, to either:
(1) Accept title to the Premises, at which point such uncured Objections shall
be Permitted Encumbrances hereunder; or
(2) Terminate this Agreement.
Purchaser's failure to make its election within such time period will constitute
Purchaser's election to accept title to the Premises, at which point such uncured Objections shall
be Permitted Encumbrances hereunder.
7. Deed of Conveyance. Seller shall convey to Purchaser, at the time of closing, title in fee
simple to the Premises by transferable and recordable limited warranty deed, signed by the
Parties necessary or required by the Title Commitment, free and clear of all defects, mortgages,
easements, restrictions, reservations, conditions, agreements, liens and encumbrances, except
those excepted in Paragraph 6 hereof. Purchaser shall pay the requisite conveyance fee and/or
realty transfer tax required by applicable law, if any.
8. Closing and Possession. Seller and Purchaser agree that the purchase and sale of the
Premises shall be closed (the "Closing") upon request by Purchaser within five (5) business days
after notice by Purchaser to Seller, but not later than fifteen (15) days after the Contingency
Date. Said Closing shall be held at a time and place in Franklin County, Ohio as shall be
selected by Purchaser, and agreed to by Seller. At the Closing, Seller shall deliver the limited
warranty deed, Purchaser shall deliver the Purchase Price and the Parties shall each deliver to the
other such additional and other closing documents reasonably necessary to consummate the
transaction contemplated herein. Purchaser shall be entitled to full and exclusive possession of
the Premises on and after the Closing.
In addition to the deed described above, at the Closing, Seller shall deliver to Purchaser:
(i) a closing statement showing the Purchase Price and all charges or credits to Purchaser or
Seller provided for herein, (ii) all consents, affidavits or other documents reasonably and
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customarily required by the Title Company to issue the Title Policy, (iii) such evidence of
authority the Title Company issuing the Title Policy reasonably may deem necessary to evidence
the authority of Seller to enter into this Agreement and to consummate the transactions
contemplated hereby, (iv) an affidavit that Seller is not a non-resident "alien", "foreign
corporation", "foreign partnership", "foreign trust", or "foreign estate" within the meaning of the
Internal Revenue Code and Regulations thereunder, (v) an assignment and assumption agreement
relating to agreements and contracts pertaining to the Premises that are assignable in accordance
with their terms without the consent of any third party, without any transfer fee and that
Purchaser elects to assume prior to the expiration of the Contingency Period (the 'Executory
Contracts"), pursuant to which (A) Seller shall assign all of its interest in the Executory
Contracts to Purchaser, and (B) Purchaser shall assume said Executory Contracts.
At the Closing, Purchaser shall deliver to Seller: (i) the Purchase Price, (ii) a closing
statement showing the Purchase Price and all charges or credits to Purchaser or Seller provided
for herein, (iii) such evidence of authority as the Title Company issuing the Title Policy
reasonably may deem necessary to evidence the authority of Purchaser to enter into this
Agreement and to consummate the transactions contemplated hereby, (iv) an assignment and
assumption agreement relating to the Executory Contracts, pursuant to which (A) Seller shall
assign all of its interest in the Executory Contracts to Purchaser, and (B) Purchaser shall assume
said Executory Contracts,
9. Closing Expenses. The Seller shall, at the Closing (unless previously paid), pay by credit
against the Purchase Price the following:
(a) The cost of all municipal services and utility charges (if any) due through
the day prior to Closing; and
(b) One-half the fee, if any, charged by the title insurance company and/or
closing agent for closing the transaction contemplated herein; and
(c) The cost to remove any lien or mortgage not assumed by the Purchaser;
and
(d) The commission due to Seller's Broker (hereinafter defined).
The Purchaser shall, at the Closing (unless previously paid), pay the following:
(a) Recording fees required for recording the general warranty deed; and
(b) The title commitment and policy referred to in Paragraph 6 hereof, and
(c) One-half the fee, if any, charged by the title insurance company and/or
closing agent for closing the transaction contemplated herein; and
(d) The Survey; and
(e) The Environmental Report, if any.
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10. Taxes and Assessments. Seller shall pay or credit against the Purchase Price all
delinquent real estate taxes, together with penalties and interest thereon, all assessments then due
and which are a lien against the Premises as of the date of Closing, both current and reassessed,
and all real estate taxes for years prior to the Closing, through the day prior to Closing.
Purchaser shall be responsible for all real estate taxes due on and after the day of Closing.
Purchaser shall be responsible for all recoupment taxes required pursuant to Ohio Revised Code
Section 5713.34 due on and after the day of Closing. The proration of undetermined taxes shall
be based on a 365 -day year and on the last available tax rate and valuations, giving effect to
applicable exemptions, recently voted millage, change in tax rate or valuation, etc., whether or
not officially certified. It is the intention of the Parties in making this tax proration to give
Purchaser a credit as close in amount as possible to the amount which Purchaser will be required
to remit to the County Treasurer for the period of time preceding the date of Closing hereof.
Upon making the proration provided for herein, Seller and Purchaser agree that the amount so
computed shall be final and shall not be subject to later adjustment.
11. Representations and Warranties.
Seller hereby represents and warrants as follows:
(a) In the preceding twelve (12) months prior to the Effective Date, Seller has not
received any written notice or notices from any municipal, county, state or any
other governmental agency or body, of any zoning, fire, health, environmental or
building violation, or violation of any laws, ordinances, statutes or regulations
relating to pollution or environmental standards, which have not heretofore been
corrected;
(b) To Seller's actual knowledge, the execution, delivery and performance of this
Agreement, and the consummation of the transaction contemplated hereby, will
not result in any breach of, or constitute any default under, or result in the
imposition of any lien or encumbrance against, the Premises, under any
agreement or other instrument to which Seller is a party or by which Seller or
the Premises might be bound;
(c) Seller has not granted to any person or entity other than Purchaser any right to
acquire the Premises, or any portion thereof;
(d) The execution, delivery and performance by Seller of this Agreement and the
performance by Seller of the transactions contemplated hereunder, and the
conveyance and delivery by Seller to Purchaser of possession and title to the
Premises have each been duly authorized by such persons or authorities as may be
required, and on the date of Closing, Seller shall provide documentation, in form
reasonably satisfactory to Title Company, evidencing such authorization;
(f) From the Effective Date through and until the Closing, Seller shall not enter into
any easement, lease or other contract pertaining to the Premises and shall not
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materially modify or change the condition of the Premises, unless Purchaser has
approved of such material modification or change; and
(g) Seller is not a "Foreign Person" as that term is defined in the Foreign Investment
in Real Properly Tax Act.
Purchaser hereby represents and warrants as follows:
(a) That Purchaser's execution and delivery of, and performance under, this
Agreement is pursuant to valid authority duly conferred upon Purchaser and the
signatory hereto; and the consummation of the transactions contemplated hereby
and the compliance by Purchaser with the terms of this Agreement do not and will
not conflict with or result in a breach of any of the terms or provisions of any
agreement, arrangement, understanding, accord, document, or instrument to
which Purchaser is a party or by which Purchaser is bound, or constitute a
violation of any law or ordinance to which Purchaser is bound or subject.
12. Survival of Representations and Warranties. The warranties, representations, covenants
and agreements set forth in this Agreement shall not be canceled by performance under this
Agreement but shall survive Closing of this transaction and the delivery of the deed of
conveyance hereunder for a period of thirty (30) days. All representations and warranties set
forth in Paragraph 11 shall be true and correct as of the date hereof and as of the date of Closing,
and at Closing, if requested by Purchaser, Seller shall so certify, in writing, in form reasonably
requested by Purchaser and reasonably acceptable to Seller.
13. 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 Seller: c/o David Thomas
1700 Dun Road
London, Ohio 43140
With copy to: John F. Stock, Esq.
Benesch, Friedlander, Coplan & Aronoff LLP
41 South High Street, Suite 2600
Columbus, Ohio 43215
or such other address as Seller may hereinafter designate by written notice to Purchaser. Any
notice to be served on Purchaser shall be addressed as follows:
If to Purchaser: Dana L. McDaniel
City Manager
City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
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with copy to: Jennifer D. Readler
Frost Brown Todd, LLC
One Columbus, Suite 2300
10 West Broad Street
Columbus, Ohio 43215
or such other address as Purchaser may hereinafter designate by written notice to Seller
14. Entire Agreement. This Agreement constitutes the entire understanding of the Parties
with respect to the subject matter hereof and supersedes all prior negotiations, discussions,
undertakings, and agreements between the Parties. This Agreement may be amended or
modified only by a writing executed by the Parties.
15. Applicable Law, Venue. This Agreement is governed by and will be construed in
accordance with the laws of the State of Ohio (regardless of the laws that might be applicable
under principles of conflicts of law) as to all matters, including, but not limited to, matters of
validity, construction, effect, and performance. The Parties consent to the exclusive jurisdiction
of the courts of the State of Ohio in Franklin County and waive any contention that any such
court is an improper venue for enforcement of this Agreement.
16. Time of Essence. Time is of the essence of this Agreement in all respects.
17. Assignment. This Agreement is binding upon and inure to the benefit of the Parties, their
respective heirs, legal representatives, successors and assigns. Any assignment of this
Agreement will not relieve the assigning Parry of its obligations under this Agreement.
18. Invalidi1y. In the event that any provision of this Agreement is held to be invalid, the
same will not affect in any respect whatsoever the validity of the remainder of this Agreement.
19. Waiver. Any waiver of a right or default under this Agreement must be in writing. Any
waiver of a particular default will constitute a waiver of such default only and not of any other
default by the nonwaiving Party. Any waiver of a specific right or remedy under this Agreement
will constitute a waiver of such right or remedy only and not of any other right or remedy of the
waiving Parry.
20. Headings. The subject headings of the various sections of this Agreement are included
for purposes of convenience only and will not affect the construction or interpretation of any of
its provisions.
21. Counterparts. This Agreement may be executed in one or more counterparts all of which
will be considered one and the same agreement, binding on the Parties, notwithstanding that all
Parties are not signatories to the same counterpart.
22. Brokers. Seller and Purchaser each hereby warrants and represents to the other that other
than Patrick M. Grabill of Grabill & Co. ("Seller's Broker"), they have not engaged or dealt with
any broker or agent in regard to this Agreement. Seller and Purchaser each hereby agrees to
indemnify and hold harmless the other party from and against any liability, loss, cost, damage,
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claim and expense (including, but not limited to, attorneys' fees and costs of litigation) incurred
or threatened with because of any claim of any broker or agent claiming through Seller or
Purchaser (as applicable), whether or not meritorious, for any such fee or commission.
23. AS -IS. PURCHASER ACKNOWLEDGES AND AGREES THAT PURCHASER
WILL BE PURCHASING THE PREMISES "AS IS", "WHERE IS", BASED SOLELY AND
EXCLUSIVELY IN RELIANCE ON PURCHASER'S OWN INVESTIGATIONS, TESTING
AND DUE DILIGENCE, ALL OF WHICH PURCHASER ACKNOWLEDGES AND AGREES
PURCHASER HAS CONCLUDED TO PURCHASER'S COMPLETE SATISFACTION IF
PURCHASER PROCEEDS TO CLOSE THE PURCHASE OF THE PREMISES.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE PURCHASE
PRICE OF THE PREMISES REFLECTS THE FACT THAT, EXCEPT FOR ANY
REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT,
SELLER IS NOT MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, WITH RESPECT TO THE PREMISES OR THE CONDITION OF THE
PREMISES, INCLUDING COMPLIANCE OR NON-COMPLIANCE WITH ZONING OR
OTHER LAWS OR THE ENVIRONMENTAL CONDITION OF THE PREMISES.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT IF PURCHASER
PURCHASES THE PREMISES, THEN PURCHASER HEREBY RELEASES AND
DISCHARGES SELLER FROM ANY AND ALL LIABILITY OR OBLIGATIONS WITH
RESPECT TO THE PREMISES OR CONDITION OF THE PREMISES, INCLUDING,
WITHOUT LIMITATION, ANY ENVIRONMENTAL MATTERS PERTAINING TO OR
AFFECTING THE PREMISES, AND PURCHASER FURTHER AGREES TO INDEMNIFY,
DEFEND AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL
CLAIMS, LIABILITIES, CAUSES OF ACTION, DAMAGES, COSTS AND EXPENSES
ARISING OUT OF OR RELATING TO THE CONDITION OF THE PREMISES,
INCLUDING, WITHOUT LIMITATION, ANYTHING RELATING TO THE
ENVIRONMENTAL CONDITION OF THE PREMISES.
24. Business Day. As used herein, a business day shall mean any day other than Saturday,
Sunday or other day that commercial banks in the State of Ohio are authorized or required to
close under applicable law. In the event that the expiration of any time period hereunder shall
expire on a Saturday, Sunday or legal holiday, then such time period shall be extended until the
close of business on the next following business day.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date set forth
below their respective signatures.
PURCHASER
THE CITY OF DUBLIN, OHIO
Dana L. McDaniel, City Manager
Date
STATE OF OHIO
COUNTY OF FRANKLIN ) SS:
BE IT REMEMBERED, that on this day of , 2018, before me, the
subscriber, a Notary Public in and for said county and state, personally came Dana L. McDaniel,
City Manager of the CITY OF DUBLIN, OHIO, an Ohio municipal corporation, who
acknowledged the signing thereof to be his free act and deed for and on behalf of the municipal
corporation.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last aforesaid.
Notary Public
(SELLER'S SIGNATURE & ACKNOWLEDGEMENT ON THE FOLLOWING PAGE)
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SELLER
Thomas Family LP
By fir, ii l
Its:
Print Name: --?-�) ,-
Date: l d --- Z2--, -'�– n 1
STATE OF OHIO
COUNTY OF FRANKLIN ) SS: ,f
BE IT REMEMBERED, that on this 7-`�.J day of , 2018, before
--ff e, the ubscriber, a Nota P is in and for said county an state, personally came
vJ + P
r of Thomas Family LP, an Ohio limited partnership,
w o acknowledged the signing thereof to be his/her free act and deed.
IN TESTIMONY WHEREOF, I have
official seal on the day and year last aforesaid.
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EXHIBIT A
Tax parcel number of 273-009067 consisting of approximately 4.215 acres, to be more
specifically described following Purchaser's receipt of the Survey.
0127206.0608063 4821-6640-8562v1
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