Ordinance 58-21
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: September 7, 2021
Re: Ordinance 58-21 – AUTHORIZING THE CITY MANAGER TO ENTER
INTO A REAL ESTATE PURCHASE AGREEMENT FOR CERTAIN
PROPERTY OWNED BY MITCHELL AND KIMBERLY HAAF LOCATED AT
6191 COSGRAY ROAD IN FRANKLIN COUNTY, OHIO, AUTHORIZING
THE EXECUTION OF RELATED AGREEMENTS AND DOCUMENTS, AND
APPROPRIATING FUNDS THEREFOR.
Summary
The City has engaged in discussions with Mitchell E. and Kimberly S. Haaf to purchase property
owned by them comprised of approximately 0.89 acres of land (said real property, together with
all improvements constructed thereon, and all rights, appurtenances and hereditaments
appertaining thereto, shall hereinafter be referred to as the “Premises”)(Parcel No. 272-000586).
Below is a depiction of the Premises.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017-1090
Phone: 614-410-4400 • Fax: 614-410-4490 Memo
September 7, 2021
Page 2 of 2
Background
City Council has discussed the need to have additional acreage in the City’s possession. Such
purchases of land enable the City to control the ultimate use of the property. The City recently
acquired 93.54 acres of land surrounding the Premises owned by Denise Jewett. Acquisition of the
Premises will maximize the future development of the Jewett property. Additionally, as the City
continues to grow and/or build out, opportunities to purchase property will diminish. The City has
experienced much success over the years through such purchases be they for economic
development, transportation and/or recreational use.
After negotiations with the owners, the purchase price of the Premises has been determined to be
$149,000. The price of the Premises is consistent with purchases made in the immediate area,
including the Jewett acquisition.
The Real Estate Purchase Agreement, if authorized by City Council, explains all terms, conditions
and closing requirements.
Recommendation
Staff recommends approval of Ordinance No. 58-21 at the second reading/public hearing on
September 27, 2021, to allow the purchase of this property.
1
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (hereinafter the “Agreement”) is made and
entered into on the ___ day of _________________, 2021 (the “Effective Date”) by and between
the CITY OF DUBLIN, Ohio, an Ohio municipal corporation (the “City”), having an office at 5555
Perimeter Drive, Dublin, Ohio 43017, and MITCHELL E. HAAF AND KIMBERLY S. HAAF,
HUSBAND AND WIFE (“Sellers”), having a mailing address of 4227 Winterringer Street, Hilliard,
Ohio 43026. The City and Sellers may hereinafter be referred to individually as a “Party”, or
collectively as the “Parties”.
BACKGROUND INFORMATION
WHEREAS, the City, over the years has entered into Real Estate Transfer Agreements,
Real Estate Purchase Agreements and Development Agreements within the City that advance the
goals of the City and enhance the public services provided by the City; and
WHEREAS, the City previously bought property owned by Denise M. Jewett comprised of
approximately 93.54 acres, located in Franklin County, Ohio (Parcel No. 272-000085 – Cosgray
Road – 27.77 acres)(Parcel No. 272-000195 – 6047 Cosgray Road – 32.95 acres)(Parcel No. 272-
000086 – 5987 Cosgray Road – 32.82 acres)(the “Jewett Property”); and
WHEREAS, Sellers own approximately 0.89 acres of land with a commonly known
address of 6191 Cosgray Road (the “Property”) (said real property, together with all improvements
constructed thereon, and all rights, appurtenances and hereditaments appertaining thereto, shall
hereinafter be referred to as the “Premises”)(Parcel No. 272-000586) that is surrounded by the
Jewett Property; and
WHEREAS, in order to maximize the future development of the Jewett Property, City
Council has determined that it is in the best interest of the City to purchase the land as described
above; and
WHEREAS, it is the desire of the Parties to memorialize the terms of the transfer in this
Agreement.
STATEMENT OF AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the City and Sellers covenant, agree and obligate themselves to the
foregoing Background Information and as follows:
ARTICLE I
SALE AND PURCHASE OF THE PREMISES
1. Sale. Sellers hereby agree to sell and convey to the City, and the City hereby agrees to purchase
and obtain from Sellers the Premises. The Parties acknowledge and represent that this
conveyance of the Premises is a voluntary transfer.
2
2. Purchase Price. The total Purchase Price for the Premises shall be One Hundred Forty-Nine
Thousand Dollars ($149,000.00) (the “Purchase Price”) which sum shall constitute the entire
amount of the compensation due to Sellers for the Premises described and depicted in the
attached Exhibit “A”.
ARTICLE II
CONTINGENCIES
3. Contingent Agreement. The Closing in this Agreement shall be completely contingent upon
the City’s satisfaction or waiver of the contingencies set forth in Article II, Paragraph 4 below
(individually, a “Contingency” and collectively the "Contingencies"). The City shall have until
November 30, 2021, to satisfy or waive the Contingencies set forth in Article II, Paragraph 4
below, which shall be referred to as the “Contingency Date”.
4. Contingencies. The Contingencies are as follows:
a. The City shall determine that the Premises have soil conditions, as determined by
engineering tests or studies satisfactory to the City, which without substantial
corrective measures, permit construction thereon of additional improvements within
and upon the Premises; and
b. The City shall determine that the Premises shall have drainage conditions acceptable
to the City, in its sole discretion; and
c. The City shall receive a report, prepared by a certified environmental engineer selected
by the City, indicating that the Premises (including improvements located thereon) is
free of all hazardous wastes, asbestos and substances and materials which may require
remediation or which may result in penalties under applicable laws, rules or
regulations; and
d. The City shall determine that the Premises is free of asbestos or determine the cost to
remediate the same is acceptable to the City, in its sole discretion; and
e. The City shall have determined, in its sole judgment, that the use and further
development of the Premises for the City's intended use is economically and physically
feasible.
The City shall pay all expenses relating to or arising out of the Contingencies
.
The City shall have the obligation to satisfy the Contingency under this Paragraph 4 by
November 15th, 2021 (“Contingency Period”).
5. Notice of Satisfaction or Waiver. The Contingencies above in Paragraph 4 shall be deemed
to have been satisfied or waived, unless on or before the expiration of the Contingency Period,
the City gives to Sellers written notice of the City's failure to satisfy the Contingencies. Upon
3
delivery of such written notice, this Agreement shall terminate, and thereafter both Parties shall
be fully released from all further liability and obligations hereunder.
ARTICLE III
SUBMISSION MATERIALS
6. Sellers’ Cooperation. Sellers shall, within five (5) business days after the Effective Date of
this Agreement, submit to the City the following information and/or materials not already
provided by Sellers, to the extent the same is in the possession of Sellers, for use by the City
in preparation for the purchase of the Premises (hereinafter, the “Property Information”):
a. Surveys, site plans, topographical studies, plat maps, property descriptions and all
engineering drawings for the utilities and public services servicing the Premises,
including, by way of example, but not of limitation, the sanitary sewers, water lines
and street improvements for the Premises; and
b. Soils reports for the Premises; and
c. Environmental studies of the Premises; and
d. Asbestos studies of the Premises; and
e. Copies of the title insurance policies issued upon Sellers’ acquisition of the Premises.
All materials provided to the City pursuant to this Article III shall be deemed conditional.
If this transaction is not closed in accordance with the terms hereof, such materials shall be
returned to Sellers upon demand. No representation or warranty, express or implied, is or will
be made with respect to the accuracy or completeness of any of the Property Information or
any other information provided by Sellers to the City in connection with the sale of the
Premises. Any use of or reliance upon the Property Information by the City is made at the
City’s sole risk and Sellers shall have no liability in connection therewith. Sellers hereby agree
to reasonably cooperate with the City in all respects during the term of this Agreement,
including Sellers joining in the execution of any and all reasonable notices, addendums,
applications, instruments, licenses and documents contemplated pursuant hereto.
ARTICLE IV
EVIDENCE OF TITLE
7. Title Commitment. The City may obtain 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 of the Premises (the "Title Policy"). The cost of the Title Policy shall be paid by the
City. 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 in Sellers
good and insurable title to the Premises, free and clear, except for the standard printed
4
exceptions contained in the final form of Schedule B of the Title Policy, and free and clear of
all liens, charges, encumbrances and clouds of title, whatsoever, except the following
(collectively, the "Permitted Encumbrances"):
a. Those created or assumed by the City; and
b. Zoning ordinances, legal highways and public rights-of-way which do not interfere
with the practical use of the Premises; and
c. Real estate taxes which are a lien on the Premises but which are not yet due and
payable; and
d. Easements and restrictions of record acceptable to the City which do not interfere with
the City’s anticipated use of the Premises, which shall be reflected in the final form of
Schedule B to the Title Policy.
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 Premises, 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 Premises. As used herein, Title Company
means Stewart Title Company, 259 Schrock Road, Westerville, Ohio 43081.
8. Endorsement at Closing. At the Closing, the Title Company shall provide the City with
endorsements to the Title Commitment updating the commitment to the Closing Date and
showing no change in the state of the title to the Premises (other than mortgages which shall
be released by Sellers at the Closing). After the Closing, the Title Company shall issue a final
owner's title insurance policy in the amount of the Purchase Price.
9. Survey. The City may, at its own expense, obtain a current survey of the Premises. The survey
shall include a legal description of the Premises and shall be certified by the surveyor to the
City and the Title Company. Subject to the approval of the Title Company, the legal
description set forth on the survey shall be used in the Title 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.
10. Status of Title; Permitted Encumbrances; Objections. Up and until fifteen (15) days prior
to the Closing Date (the “Deadline for Objections”), the City may provide Sellers 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 which interfere with the
City’s use of the Premises for its intended purpose. The City’s failure to make written
Objections by the Deadline for Objections will constitute a waiver of the City’s right to make
Objections. Upon the City giving Seller written notice of Objections, Sellers may either agree
in writing to satisfy the Objections, or in the absence of Sellers’ written agreement to satisfy,
the City shall either waive the Objections, five (5) days prior to the Closing or terminate this
Agreement. In the event the Objections are not cured or removed, or in the event Sellers cannot
5
provide satisfactory evidence that the Objections will be cured on or before the Closing Date
or that satisfactory endorsements to the Title Policy will be issued in order to satisfy the
Objections, the City shall make its election at closing, by written notice to Sellers, to either:
a. Accept title to the Premises, at which point such uncured Objections shall be
Permitted Encumbrances hereunder; or
b. Terminate this Agreement.
The City’s failure to make its election five (5) days prior to Closing shall constitute the
City’s election to accept title to the Premises, at which point such uncured Objections shall be
Permitted Encumbrances hereunder.
ARTICLE V
DEED AND OTHER DOCUMENTS
11. Deed of Conveyance. Sellers, as grantors, shall convey to the City, at the Closing, good and
insurable title in fee simple to the Premises by transferable and recordable limited warranty
deed under O.R.C. 5302.07, signed by all parties necessary, free and clear of all defects,
mortgages, easements, restrictions, reservations, conditions, agreements, liens and
encumbrances, except the Permitted Encumbrances.
12. Supplemental Instruments. Sellers agree to execute any and all reasonable supplemental
instruments or documents necessary to vest the City with the rights, titles, and interests
described and depicted in Exhibit “A”.
ARTICLE VI
INSPECTION
13. Tests and Engineering Studies. During the Contingency Period, the City shall, at its sole
cost, have the right through the City's associates, employees and/or contractors and agents,
upon not less than 24 hours prior notice to Sellers, which for purposes of meeting the
requirements of this Section, notice may be given solely by email to Sellers and Sellers’ agent,
to enter upon the Premises for the purpose of surveying, inspecting, making contour surveys,
temporary excavations, test borings and other purposes required by the City to enable the City
to ascertain whether it is feasible to complete the proposed development of the Premises.
ARTICLE VII
CLOSING
14. Closing. The Parties agree that the purchase and sale of the Premises shall be closed (the
"Closing") no later than December 15, 2021, (the “Closing Date”), unless otherwise agreed to
in writing by the Parties. Said Closing shall be held at a time and place in Franklin County,
Ohio as shall be selected by the City, and agreed to by Sellers.
6
15. Possession. At Closing, Sellers shall deliver exclusive possession of the Premises, except as
provided in Article X herein.
16. Sellers’ Closing Documents. In addition to the deed described in Article V, at the Closing,
Sellers shall deliver to the City: (i) a closing statement showing the Purchase Price and all
charges, prorations and/or credits to the City or Sellers provided for herein, (ii) all consents,
affidavits or other documents reasonably and customarily required by the Title Company to
issue the Title Policy, (iii) such evidence of authority as the City or the Title Company
reasonably may deem necessary to evidence the authority of the Sellers signatory to enter into
this Agreement and to consummate the transactions contemplated hereby, and (iv) an affidavit
that Sellers are not non-resident “aliens”, “foreign corporation”, “foreign partnership”,
“foreign trust”, or “foreign estate” within the meaning of the Internal Revenue Code and
Regulations thereunder.
17. The City’s Closing Documents. At the Closing, the City shall deliver to Sellers: (i) the
Purchase Price, (ii) a closing statement showing the Purchase Price and all charges, prorations
and/or credits to the City or Sellers provided for herein, (iii) such evidence of authority as
Sellers or the Title Company reasonably may deem necessary to evidence the authority of the
City’s signatory to enter into this Agreement and to consummate the transactions contemplated
hereby, and (iv) any other documents reasonably requested by the Title Company.
18. Adjustments at Closing. At Closing, the Parties shall apportion, adjust, prorate and pay the
following items in the manner hereinafter set forth:
a. Real Estate Taxes and Assessments. Sellers shall pay or credit against the Purchase
Price all delinquent real estate taxes, together with penalties and interest thereon, all
assessments which are a lien against the Premises as of the Closing Date (both current
and reassessed, whether due or to become due and not yet payable), all unpaid real
estate taxes for years prior to Closing, and real estate taxes for the year of Closing,
prorated through the Closing Date. 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. It is the intention of the Parties in making this tax proration to give
the City a credit in an amount as close as possible to the amount which the City will be
required to remit to the County Auditor for the period of time preceding the Closing
Date hereof.
b. CAUV. Sellers acknowledge that the Premises is not currently valued as “Current
Agriculture Use Value” (“CAUV”) property on the books of the Franklin County
Auditor and Treasurer and there is no real estate tax recoupment owed on the Premises
for removing it from CAUV classification.
c. The prorations provided in 19(a) and (b) above shall be final at Closing. Sellers warrant
and represent that, to each of its actual knowledge, (1) all assessments presently
constituting a lien are shown on the County Treasurer's records and (2) no
7
improvement, site or area, has been installed by any public authority, the cost of which
is to be assessed against the Premises in the future. Sellers further warrant and represent
that neither Sellers nor any of their agents or representatives have received written
notice, or have actual knowledge of any proposed improvement, any part of the cost of
which would or might be assessed against the Premises in the future. 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 for a period of one (1) year.
d. Sellers’ Expenses. Sellers shall, at the Closing (unless previously paid) pay by credit
against the Purchase Price the following:
i. The cost of all municipal services and public utility charges due for the Premises
(if any) through the Closing Date; and
ii. One-half (1/2) the fee, if any, charged by the Title Company for closing the
transaction contemplated herein.
e. The City’s Expenses. The City shall at the Closing (unless previously paid) pay the
following:
i. The cost of the Title Commitment and Owner’s Title Policy; and
ii. The recording fees required for recording the general warranty deed; and
iii. The cost of the survey referred to in Article IV paragraph 10; and
iv. One-half (1/2) the fee, if any, charged by the Title Company for closing the
transaction contemplated herein.
f. Brokers. The City represents and warrants that they have not dealt with any real estate
broker or realtor in connection with the sale of the Premises, and that no realtor’s or
finder's fees, brokerage commissions, or other forms of compensation are due to any
realtor or broker in connection with this transaction. Sellers represent that they have
dealt with a broker and that such commissions and/or fees to paid with such broker
shall be handled as part of the Closing. Sellers shall indemnify and hold harmless the
City in relation to any such claims made by any realtor and/or broker claiming a right
to commissions and/or fees by, through or under Sellers.
ARTICLE IX
WARRANTIES AND REPRESENTATIONS OF THE PARTIES
19. Warranties and Representations of Sellers. In addition to any other representation or
warranty contained in this Agreement, Sellers hereby represent and warrant, to the best of their
knowledge, as follows:
a. The Sellers or any agent or representative of Sellers have 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
8
of any laws, ordinances, statutes or regulations relating to pollution or environmental
standards, which have not heretofore been corrected; and
b. 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 Sellers are a party or by
which Sellers or the Premises might be bound; and
c. The Sellers or any agent, employee or representative of Sellers have not received any
written notice, of any change contemplated in any applicable laws, ordinances or
restrictions, or any judicial or administrative action, or any action by adjacent
landowners, which would prevent, limit or in any manner interfere with the City’s
proposed use of the Premises; and
d. Through and until the Closing Date, Sellers shall not enter into any easement, new lease
or other contract pertaining to the Premises, unless otherwise approved herein or in
writing by the City; and
e. To the best of Sellers’ knowledge, there are no hazardous wastes, hazardous substances,
or hazardous materials located in, on or about or generated from the Premises which
may require remediation or which may result in penalties under any applicable law;
and
f. Sellers are not a "Foreign Person" as that term is defined in the Foreign Investment in
Property Tax Act.
Notwithstanding anything to the contrary contained herein, no such representation and/or
warranty is made in relation to any notice received from or delivered by the City, as the
same pertain to the underlying substance of those warranties and representations made in
subsections 19 a. or 19 c. above.
20. Breach of Warranties by Sellers Prior to Closing. If, during the pendency of this
Agreement, the City determines that any warranty or representation given by Sellers to the City
under this Agreement was untrue, incorrect, or misleading, in whole or in part, in any material
respect, the same shall constitute a default by Sellers hereunder. In such event, the City may
give written notice thereof and shall thereafter have the right to terminate this Agreement or
the right to pursue in a court of competent jurisdiction a claim for specific performance
hereunder.
21. “As Is” Condition. The City acknowledges and agrees that, except as otherwise expressly
stated in this Agreement and/or in any documents provided to the City by Sellers (i.e., the
Deed) at Closing, (a) Sellers have not made any warranty, guaranty or representation relating
to the Premises, (b) The City is relying solely on its own investigation of the Premises and not
on any information provided or to be provided by Sellers, and (c) The City agrees to accept the
Premises and acknowledges that the sale thereof as provided for in this Agreement is made by
9
Sellers on an “As Is, Where Is and with all faults” basis, except as otherwise expressly stated
in this Agreement and/or in any documents provided to the City by Sellers (i.e., the Deed) at
Closing. For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the City, saving and excepting as otherwise expressly stated in this
Agreement and/or in any documents provided to the City by Sellers (i.e., the Deed) at Closing,
the City hereby remises, releases and forever discharges Sellers and its members, managers,
agents and employees from any and all obligations, claims, liabilities, suits, costs, expenses,
damages, actions and/or causes of action, matured or contingent, known or unknown, which
may arise out of, or are in any way or in any manner connected with or related to, in whole or
in part, the condition of the Premises, including, but not limited to any claims under applicable
Environmental Laws, or otherwise. The term “Environmental Laws” shall mean all present
and future federal, state and local laws, regulations and ordinances and principles of common
law relating to the protection of the environment, public health or public safety, including, but
not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act,
(42 U.S.C. § 9601, et seq., as amended), the Resource Conservation and Recovery Act (42
U.S.C. § 6901, et seq., as amended), the Clean Water Act (33 U.S.C. § 7401, et seq. as
amended), the Safe Drinking Water Act (42 U.S.C. § 300f, et seq., as amended) the Toxic
Substances Control Act (15 U.S.C. § 2601, et seq. as amended), any state and local counterparts
of such statutes or regulations and any state voluntary cleanup programs, each as amended
from time-to-time. The substance of this Section 22 is intended to survive the Closing or earlier
termination of this Agreement.
22. 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:
a. N/A
23. Warranties and Representations Survive Closing. The warranties, representations,
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 for a period of one (1) year after the Closing Date. All representations and
warranties set forth in this Article IX shall be true and correct as of the date hereof and as of
the Closing Date, and at Closing, if requested by the City, Sellers shall so certify, in writing,
in form reasonably requested by the City. Sellers hereby agree to indemnify and hold the City
harmless from and against any and all claims, demands, liabilities, costs and expenses of every
nature and kind (including attorneys' fees) which the City may sustain at any time by reason
of the material untruth, breach, misrepresentation or nonfulfillment of any of the covenants,
representations, warranties or agreements made by Sellers in this Agreement or in any
documents or agreements delivered in connection with this Agreement or with the closing of
the transaction contemplated hereby.
ARTICLE X
NOTICES
24. 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
10
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, or with a national courier service (e.g., Federal Express) addressed to the
other Party as follows:
If to Sellers: Mitchell E. Haaf and Kimberly S. Haaf
4227 Winterringer Street
Hilliard, Ohio 43026
@ .com
With copy to: Skip Weiler, President
The Robert Weiler Company
10 N. High Street, Suite 104
Columbus, OH 43215
skip@rweiler.com
or to such other address as Sellers may hereinafter designate by written notice to City. Any
notice to be served on City shall be addressed as follows:
If to the City: Dana McDaniel
City Manager
City of Dublin
5555 Perimeter Drive
Dublin, Ohio 43017
dmcdaniel@dublin.oh.us
with copy to: Jennifer D. Readler, Esq.
Frost Brown Todd LLC
One Columbus, 10 West Broad Street
Columbus, Ohio 43215
jreadler@fbtlaw.com
or to such other address as the City may hereinafter designate by written notice to Sellers.
ARTICLE XV
GENERAL PROVISIONS
25. Governing Law. This Agreement is being executed and delivered in the State of Ohio and
shall be construed and enforced in accordance with the laws of the State of Ohio. For all
litigation, disputes and controversies which may arise out of or in connection with this
Agreement, the undersigned hereby waive the right to trial by jury and consent to the
jurisdiction of the courts in the State of Ohio.
11
26. Entire Agreement. This Agreement constitutes the entire contract between the Parties hereto,
and may not be modified except by an instrument in writing signed by the Parties hereto, and
supersedes all previous agreements, written or oral, if any, of the Parties.
27. Time of Essence. Time is of the essence of this Agreement in all respects.
28. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties
hereto, their respective heirs, legal representatives, successors and assigns.
29. Waiver. No waiver of any of the provisions of this Agreement shall be deemed, nor shall the
same constitute a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing waiver. No waiver shall be binding, unless executed, in writing,
by the Party making the waiver.
30. Headings. The section headings contained in this Agreement are for convenience only and
shall not be considered for any purpose in construing this Agreement.
31. Survival. The terms and provisions of this Agreement shall survive the delivery of the deed
of conveyance hereunder.
32. Counterparts. This Agreement may be executed in one or more counterparts all of which will
be considered one and the same agreement, binding on all Parties, notwithstanding that all
Parties are not signatories to the same counterpart.
33. Day 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.
34. Severability. 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 fullest extent permitted by law.
12
SELLERS: CITY:
MITCHELL E. HAAF & THE CITY OF DUBLIN, OHIO
KIMBERLY S. HAAF An Ohio Municipal Corporation
_______________________ ____________________________
Mitchell E. Haaf Dana L. McDaniel, City Manager
_______________________
Kimberly S. Haaf
Approved as to Form:
______________________________
Jennifer D. Readler, Law Director
CERTIFICATE OF AVAILABILITY OF FUNDS
I certify that the money required to meet the obligations of the City of Dublin hereunder
has hereby been lawfully appropriated for such purpose and is in the treasury or in the process of
collection to the credit of this fund, free from any previous obligation or certification as required
by Ohio Revised Code §5705.01 to §5705.47.
Date Matthew Stiffler, Dublin Finance Director
EXHIBIT A
0127219.0620173 4830-3339-3145v1