Ordinance 80-21
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: November 2, 2021
Re: Ordinance 80-21 – AUTHORIZING THE CITY MANAGER TO ENTER
INTO A REAL ESTATE PURCHASE AGREEMENT FOR CERTAIN
PROPERTY OWNED BY SHEPHERD LAND HOLDING COMPANY,
AUTHORIZING THE EXECUTION OF RELATED AGREEMENTS AND
DOCUMENTS, AND APPROPRIATING FUNDS THEREFOR.
Summary
The City has engaged in discussions with Shepherd Land Holding Co. to purchase property owned
by it comprised of approximately 50.69 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”)(Franklin County Parcel No. 271-000006
and Madison County Parcel No. 02-00172).
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. 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
$100,000 per usable acre. The price of the Premises is consistent with purchases made in the
immediate area. The Real Estate Purchase Agreement, if authorized by City Council, explains all
terms, conditions and closing requirements.
Financing Options
The following financing options are available to Council regarding this land acquisition.
Option: General Fund Balance
Utilize the General Fund Balance to provide cash for 100% of the acquisition cost. This option is in
compliance with the General Fund Balance Policy regarding the fund balance level.
As this has been the historical preference of Council, this ordinance will include an appropriation
from the General Fund for this purchase.
Option: Short-Term Financing
An advance for the acquisition cost would be appropriated from the General Fund to the Capital
Improvement Construction Fund. The advance would be repaid early in 2022 when the short-term
note proceeds are received. This note could be paid off in full, rolled into a future long-term debt
issuance or rolled forward to future years (with or without principal payments) as the City works to
develop the property.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017-1090
Phone: 614-410-4400 • Fax: 614-410-4490 Memo
November 2, 2021
Page 2 of 2
Short-term financing would cost the City approximately $20,000 in financing related cost and
about 1% interest on the borrowing costs utilizing this option. While the City has historically
elected to utilize cash to finance land acquisition, the short-term financing approach should be
considered as a viable option as the City continues to acquire land.
As previously noted, this option does not preclude utilizing another option when the short-term
financing option expires. The City can continuously evaluate whether cash financing, debt
financing or continued short-term financing are in the best interest of the City. A significant
advantage of this option is that it allows the City to gain control over a property without sacrificing
flexibility regarding our cash on hand to appropriately respond to any uncertainty in our financial
environment.
Recommendation
Staff recommends approval of Ordinance No. 80-21 at the second reading/public hearing on
November 15, 2021, to allow the purchase of this property.
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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 SHEPHERD LAND HOLDING CO., (“Seller”), an Ohio
corporation for profit, having a mailing address of 6295 Cosgray Road, Dublin, Ohio 43016. The
City and Seller 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, Seller owns two parcels of real estate located adjacent to each other: (1)
Franklin County Parcel Number 271-000006, and (2) Madison County Parcel Number 02-00172,
(referred to together as “Premises”); and
WHEREAS, the Premises consist of approximately 50.69 acres of land located South of
State Route 161 and east of New York Central Lines railroad tracks; and
WHEREAS, City Council has determined that it is in the best interest of the City to
purchase the Premises 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 Seller covenant, agree and obligate themselves to the
foregoing Background Information and as follows:
ARTICLE I
SALE AND PURCHASE OF THE PREMISES
1. Sale. Seller hereby agrees to sell and convey to the City, and the City hereby agrees to purchase
and obtain from Seller the Premises. The Parties acknowledge and represent that this
conveyance of the Premises is a voluntary transfer.
2. Purchase Price. The total Purchase Price for the Premises shall be One Hundred Thousand
Dollars ($100,000.00) per “Usable Acre” (the “Purchase Price”) which sum shall constitute
the entire amount of the compensation due to Seller for the Premises described and depicted in
the attached Exhibit “A”. “Usable Acreage” shall be defined as any and all acreage not
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encumbered with a right of way easement and confirmed by a survey to be obtained by the
City.
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
December 10, 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 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
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 Contingency Date, the City gives to
Seller written notice of the City's failure to satisfy the Contingencies. Upon delivery of such
written notice, this Agreement shall terminate, and thereafter both Parties shall be fully
released from all further liability and obligations hereunder; provided, the City shall provide
copies of all reports received by the City in connection with its Contingencies within five (5)
business days following such termination, such obligation surviving the termination of this
Agreement.
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ARTICLE III
SUBMISSION MATERIALS
6. Seller’s Cooperation. Seller 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 Seller, to the extent the same is in the possession of Seller, 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. Any farm lease for the Premises; and
f. Copies of the title insurance policies issued upon Seller’s 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 Seller 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 ot her information provided by Seller 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 Seller shall have no liability in connection therewith. Seller hereby agrees to reasonably
cooperate with the City in all respects during the term of this Agreement, including Seller
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 Seller
good and insurable title to the Premises, free and clear, except for the standard printed
exceptions contained in the final form of Schedule B of the Title Policy, and free and clear of
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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;
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; and
e. A farm lease for the Premises, a copy or description of which shall be provided by
Seller as part of the Property Information.
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 Seller 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 shall, 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. This survey shall be used to establish the “Usable Acreage”
to determine the purchase price. 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 five (5) days prior to
the Closing Date (the “Deadline for Objections”), the City may provide Seller 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, Seller may either agree
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in writing to satisfy the Objections, or in the absence of Seller’s 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 Seller cannot
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 Seller, to either:
a. Accept title to the Premises, at which point such uncured Objections shall be
Permitted Encumbrances hereunder; or
b. Terminate this Agreement.
ARTICLE V
DEED AND OTHER DOCUMENTS
11. Deed of Conveyance. Seller, as grantor, 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. Seller agrees to execute any and all reasonable supplemental
instruments or documents necessary to vest the City with the rights, titles, and interests to the
Premises.
ARTICLE VI
INSPECTION
13. Tests and Engineering Studies. Prior to the Contingency Date, 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 Seller, which for purposes of meeting the
requirements of this Section, notice may be given solely by email to Seller and Seller’s 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. The
City shall remediate any damage caused to the Premises and shall be responsible for any
damages to persons or property as a result of its (or its associates, employees and/or contractors
and agents) entry upon 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 Seller. If requested by either party,
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Closing may be accomplished via “mail away” procedures, provided that all required deliveries
are received on or prior to the Closing Date.
15. Possession. At Closing, Seller shall deliver exclusive possession of the Premises, subject to
the Permitted Exceptions.
16. Seller’s Closing Documents. In addition to the deed described in Article V, at the Closing,
Seller shall deliver to the City: (i) a closing statement showing the Purchase Price and all
charges, prorations and/or credits to the City or Seller 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 Seller signatory to enter into
this Agreement and to consummate the transactions contemplated hereby, and (iv) an affidavit
that Seller is 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 Seller: (i) the
Purchase Price, (ii) a closing statement showing the Purchase Price and all charges, prorations
and/or credits to the City or Seller provided for herein, (iii) such evidence of authority as Seller
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. Seller 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. Seller acknowledges that the Premises is currently valued as “Current
Agriculture Use Value” (“CAUV”) property on the books of the Franklin and Madison
County Auditors and Treasurers and there is real estate tax recoupment owed on the
Premises for removing it from CAUV classification. 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
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one-half (1/2) of the amount which the City will be required to remit to the County
Auditor for the period of time preceding the Closing Date hereof.
c. The prorations provided in 18(a) and (b) above shall be final at Closing.
d. Seller’s Expenses. Seller 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) of the tax recoupment owed on the Premises for removing it from
its CAUV classification; and
iii. 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 limited 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 and Seller represent and warrant 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.
ARTICLE IX
WARRANTIES AND REPRESENTATIONS OF THE PARTIES
19. Warranties and Representations of Seller. In addition to any other representation or
warranty contained in this Agreement, except as may be disclosed by Seller in the Property
Information, Seller hereby represents and warrants, to its actual knowledge as of the Effective
Date, without inquiry, as follows:
a. The Seller or any agent or representative of 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; 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
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Premises, under any agreement or other instrument to which Seller is a party or by
which Seller or the Premises might be bound; and
c. The Seller or any agent, employee or representative of Seller has 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, Seller 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. 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. Seller is not a "Foreign Person" as that term is defined in the Foreign Investment in
Property Tax Act; and
g. With respect to assessments, except as to publicly available information, (1) all
assessments presently constituting a lien are shown on the County Treasurer's records,
(2) no 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, and (3) neither Seller nor any
of its 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.
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 Seller Prior to Closing. If, during the pendency of this Agreement,
the City determines that any warranty or representation given by Seller 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 Seller 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 Seller (i.e., the Deed)
at Closing, (a) Seller has 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 Seller, and (c) The City agrees to accept the
Premises and acknowledges that the sale thereof as provided for in this Agreement is made by
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Seller 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 Seller (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 Seller (i.e., the Deed) at Closing,
the City hereby remises, releases and forever discharges Seller 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, Seller shall so certify, in writing, in
form reasonably requested by the City, subject to any new information obtained by Seller
following the Effective Date.
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
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:
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If to Seller: Allen S. Shepherd
6295 Cosgray Road
Dublin, Ohio 43016
with copy to: Ryan P. Aiello
Dinsmore & Shohl LLP
191 N. Nationwide Boulevard
Columbus, Ohio 43215
Ryan.Aiello@Dinsmore.com
or to such other address as Seller 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 Seller.
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.
26. Commitment Regarding Water and Sewer Service to Adjacent Parcel. Seller owns parcels
in Madison County and Franklin County adjacent to Premises (Madison County Parcel No. 02-
00300 and Franklin County Parcel No. 271-000001, collectively, “Seller’s Adjacent
Property”). The City agrees that in the event it obtains or otherwise facilitates for its successors
water and/or sewer service to the Premises, it will use its best efforts to assist in the potential
service of Seller’s Adjacent Property and will work cooperatively with Seller to explore such
service options. The foregoing covenants of the City shall survive Closing.
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27. 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.
28. Time of Essence. Time is of the essence of this Agreement in all respects.
29. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties
hereto, their respective heirs, legal representatives, successors and assigns.
30. 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.
31. Headings. The section headings contained in this Agreement are for convenience only and
shall not be considered for any purpose in construing this Agreement.
32. Survival. The terms and provisions of this Agreement shall survive the delivery of the deed
of conveyance hereunder.
33. 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.
34. 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.
35. 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.
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SELLER: CITY:
SHEPHERD LAND HOLDING CO. THE CITY OF DUBLIN, OHIO
An Ohio for profit corporation An Ohio Municipal Corporation
_______________________ ____________________________
Allen S. Shepherd, President Dana L. McDaniel, City Manager
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
23164878v2
EXHIBIT A
EN00348.Public-00348 4871-0712-0128v1
AUDITOR OFFICE SEARCH ONLINE TOOLS REFERENCE
Parcel ID:271-000006-00 Map Routing: 271-0109A -008-00
SHEPHERD LAND HOLDING CO DUB PLAIN CITY RD
Land Profile
Residential OWNER
Commercial Owner SHEPHERD LAND WOLDING CO
Improvements Owner Mailing/
Contact Address Permits
Mapping
Site (Property) Address Sketch
Photo
Legal Description StreetSmart
Aerial Photos
Calculated Acres
Transfers Legal Acres
BOR Status
Tax Bill Mailing
CAUV Status
Tax &Payments
Tax Distribution
Parcel Permalink
Tax Calculators
Value History
Rental Contact
IncentiveDetalls MOSiRECENTTRANSFER
Quick Links
Transfer Date
Transfer Price
Instrument Type
Parcel Count
2020 TAX STATUS
DUB PLAIN CITY RD
. 3r z a ...~ .t, ~~,s
POST RD
30.67 ACRES
30.78
30.67
View or Change nn the Treasurer's Website
If you have recently satisfied or refinanced your mortgage, please visit
the above link to review your tax mailing address to ensure you receive
your tax bill and other important mailings.
https://apps.frankli ncountyauditorcom/redir/Link/Parcel/271-000006-
00
View Google Map
~T- 'Print Parcel Summary
DEC-31-1997
$0
GW
1
Property Class R -Residential
Land Use 504- VAC UNPLT RESLAND: 30-39.99 AC
Tax District 271- WASHINGTON TWP-JON ALDER LSD
School District 4902 -JONATHAN ALDER LSD [SD Income 7ax1
CityNillage
Township WASHINGTON TWP
Appraisal Neighborhood 00704
Tax Lien No
CAUV Property Yes
Owner Occ. Credit 2020: No 2021: No
Homestead Credit 2020: No 2021: No
Rental Registration No
Board of Revision No
Zip Code 43016
Pending Exemption No
2020 AUDITOR'S APPRAISED VALUE
Land Improvements Total
Base 339,800 0 339,800
TIF
Exempt
Total 339,800 0 339,800
CAUV 66,020
CONTACT MICHAEL
1 of 1
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Parcel Summary
Parcel [)t±tail
~;<;
2020 TAXABLE VALUE
Land Improvements Total
Base 23,110 0 23,110
TIF
Exempt
Total 23,110 0 23,110
2020 TAXES
Net Annual Tax Total Paid CDQ
1,060.76 1,060.76
SITE DATA
.~#"~l~il~~'i" ~. ~-IUtI~~'t"
Cr:~~~~~ty Ilur~ifc~r ~ M~;cliscsr~ !~ot~€qty,
C~t~io
~:,~2 161
~..;
Sketches
No Photos for this Parcel
0
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Search by Parcel, Owner or Address ! `'
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LEVY INFORMATION
There are NO Levies on the ballot for the upcoming 2021 Primary Election on 11/2/2021
a=.•c~¢ i;.~r
Parcel 02-00172.000
SHEPHERD LAND MOLDING
c:)r;ir:r
Cd
SR t&1
Rddr~~s;s ~r~
City / pARBY TWP
Towrtisliip
5~f~d~~~ JONATHAN ALDER SD
Cristricl:
r.~tuil;nq SHEPHERD LAND HOLDING
P~~r:;E>> CO
r,4ailir:g 6295 COSGRAY RD
i:dcEres~';
<.;it;,•, Sta,c;;, DUBLIN OH 43016
~~P
Year Appraised (100%)
Land (CAUV) Improvements
~n~n $169,240.00 ($37,790.00 O,~ $0.00
2pi~i $139,370.00 ($60,310.00 Q) $0.00
Dui?; $139,370.00 ($60,310.00 Q) $0.00
2oi7 $139,370.00 ($60,310.00 O;~ $OAS
2otfs $111,500.00 ($75,260.00 Q) $0.00
2oi5 $111,500.00 ($75,260.00 Q) $0.00
d PRC ';
~,~n ~~i nq SHEPHERD LAND HOLDING
Name CO
Mailing 6295 C4SGRAY RD
Acldress
E-~~Y• ~~~~~~', DUBLIN OH 43016
7i~
Assessed (35%)
Total Land (CAuv) Improvements Total
$169,240.00 $59,240.00 ($13,230.00 Q) $O.QO $18,230,Q0
$139,370.00 $48,780.00 ($21,110.00 Q) $0.00 $21,110.00
$139,370.00 $48,780.00 ($21,110.00 Q) $0.00 $21,110.00
$139,370.40 $48,780.00 ($21,110.00 Q) $0.00 $21,110.00
5111,500.00 $39,030.00 ($26,350.00 Q) $0.00 $26,350.00
$111,500.00 $39,030.00 ($26,350.00 Q) $0.00 $25,350.00
Historic Appraised (100°io) Values
a1IIt~ ;~~
~i$:~ Ot
": f 40.0(
n s
J ~'~.~t
a5i3.{3(
SdfJ.Uf
520.t~{
~ 3n~~~ovement _ Lanc4
i. E:: C.1 C,`. I
t~eti~:ription 19.911A 7074 t.anci use 110 AGRICULTURAL VACANT LAND CAUV
Hns Ownor Uccupcmcy credit N Nr..iylibc:>rhac;c9 1111102 - DARBY-PIAINCITY-CANAAN-N JEFF AG
Flas Homestead Rc:ductiiar~ N Tax Mqp Nurr~I~er
Engineer Parcel Acreage C7eed Rcfaronce Ditch
210 19.911 OR 67/345 0
~~£fi:li:~()i1Clr:;
No Residential Records Found.
Land Use Soi! Type Acees Rate Vatue
Crops KO - KOKOMO SILTY CLAY LOAM 14.580 $2,250.00 $32,810.00
Crops CSA -CROSBY LEWISBURG SILT LOAM 4.240 $1,130.00 54,790.00
Crops ROW - RI6HT OF WAY 0.950 $0.00 $0.00
Crops CRA -CROSBY SILT LOAM 0.140 $1,370.00 $190.00
Totals -- - -~~7 — -- ~- ~- 19.910 ----~- $37,790.00
No Commercial Records Found.
Date Buyer SeEicr Conveyance Deed Fype Valid Parcels Amount
Number In Sale
12/31/1997 SHEPHERD LAND HOLDING CO EVERGREEN LAND CO 0 WARRANTY DEED N 1 50.00
12~21~1994 EVERGREEN LAND COMPANY AMERICAN AGGREGATES CORP. 862 WARRANTY DEED Y 1 5102,OOp.00
~,~ ;<l
Description Dimensions Dimension Aatual Effective Depth EftactivcDcpth AppraisedValuc
Units Frantuge Front Rear (tt7tl%)
MRKTAC -MARKET -TILLABLE AG 19.910 Acres $169,240.00
_ _______
Totals 19.910 Acres $189,240.00
_~~~:;rrv<r€~cr~ts
No Improvement Records Found.
IE2X
First Half Second Hpl# Year Total
GROSS pROPER7'Y'CAX $429.98 $429.98 $859.96
r~E~ucrioN ..._..........__....._ .............._.___......................._..__._..._...__....._~....._.....~~~~.~._...~ -$108.45 -$108.45 -$216.90 u..._._____...~.____--__.._...___
EFFECTIVE TAX
______.. _ _ _.~.._
$321.53
.___~. ~ .. _ ______..._.~....._..~_......_._.___
$321.53
_ _.~..__..................
$643.06
tiorv-~usirvess caEair -$23.05 -$23.05 -$46.10
O~YNER OCCUPANCY CREDIT $O.00 $O.00 $0.00
NET TAX $298.48 S2S8.48 $596.96
CAUV RECOUPtv1ENT $O.00 $0.00 $0.00
Sf'F.CIAt. ASSESS~.AENTS $0.00 $0.00 $0.00
PEt~AIt'V $O.00 $0.00 $0.00
DEf.INC~UENCIES $0.00 $0.00 $QUO
INTf::RFST $O.00 $O.00 $0.00
NET OWED $298.48
- ___ __ _
$28$.48
_
$596.96
NAT Palo _........_..~.~ _.._.__........._._ __...._........___.. _ _._....._.__.._ ~ _. -$298.48 .____ _...~...__..~~__ -$298.48 -$596.96 _ _.
NET qUE
_ _..._~. _ .V..~.__._._.....~....~._._...~____..
$0.00
__. _...~
$0.00
_._._.~~~..W.... _. _.._ ~__...Y...__
$O,Od
PayRneE~t Date Amount
528/2021 $298.48
2/2/2021 $298.48
612/2020 $471.94
2/3/2020 $471.94
6/13/2019 $478.85
2/13/2019 $478.85
6/112018 $476.79
2/12/2018 $476.79
6/12/2017 $607.03
1/23/2017 $607.03
5/31/2016 $612.29
1/22/2016 $612.29
6/8/2015 $576.84
1/26/2015 $576.84
522/2014 $266.71
1 )24/2014 $266.71
6/10/2013 $270.32
2/11/2013 $270.32
5/25/2012 $266,62
2/13/2012 $266.62
6/13/2011 $120.29
2/152011 $120.29
6/15/2010 $118.33
t~ y~ Aviv y 110,3)
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~ SGHOUL
Y(3CATI;INAL
7C1'~'rN4HIP
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~~'~` ~'I~.IN CI'r~ "llELIC LIERNY
Lavy Name
SCHOOL
PLEASANT VALLEY JOINT FIRE DISTRICT
COUNTY
TOWNSHIP
l~l~ZH3iL~7~►_l~
PLAIN CITY PUBLIC LIBRARY
No Special Assessment Records Found.
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Total
Last Updated: 10~25/20213:18:20AM(UTC) ,:~~:~~~~~t i;
Amount
$302.37
$130.04
$ 97.24
$31.58
$19.65
$16.08
$5ss.se
50.65
21.78
1629
5.29
3.29
2.69