Ordinance 12-11RECORD OF ORDINANCES
12 -11
Ordinance No.
Passed 1 20 _
AN ORDINANCE AUTHORIZING THE CITY MANAGER
TO ENTER INTO AN AGREEMENT FOR THE PURCHASE
OF 3.824 ACRES, MORE OR LESS, FEE SIMPLE INTEREST
FROM THE MUIRFIELD VILLAGE GOLF CLUB, SAID
ACREAGE LOCATED ON STATE ROUTE 745, CITY OF
DUBLIN, COUNTY OF DELAWARE, STATE OF OHIO.
WHEREAS, the City of Dublin is preparing to build a water tower to serve its
residents; and
WHEREAS, after careful study and consideration, certain property owned by the
Muirfield Village Golf Club has been determined to be the best site for the water
tower; and
WHEREAS, as a result, the City of Dublin must obtain a fee simple interest in and to
the premises described in the attached Exhibit "A ", and located in the City of Dublin,
Delaware County, Ohio; and
WHEREAS, the City desires to enter into a real estate purchase contract to acquire
the 3.824 acres, more or less, fee simple interest in and to the premises as described in
the attached purchase agreement, Exhibit `B ", for the acquisition value of two
hundred fifty five six hundred forty dollars ($255,640.00).
NOW, THEREFORE, BE IT ORDAINED by the Council, of the City of Dublin,
State of Ohio, r7 — of the elected members concurring, that:
Section 1. The City Manager is hereby authorized to execute a real estate purchase
contract, conveyance documentation and any necessary closing documents related to
the acquisition of the 3.824 acres, more or less, fee simple interest, and paying any
related costs.
Section 2 . This ordinance shall be in effect upon the earliest date provided by law.
Passed this k day of !/ 2011.
Mayor - Pr id g Officer
ATTEST:
Clerk of Council
CITY OF DUBLIN.
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 -410 -4400 • Fax: 614 - 410 -4490
To: All Members Dublin City Council
Fromm: Marsha L Grigsby, City Manager �lh�--
Date: March 24, 2011
Memo
Initiated By: Dana L. McDaniel, Deputy City Manager /Director of Economic Development
Re: Ordinance 12 -11, Agreement for the Purchase of Acreage from the Muirfield
Village Golf Club for Water Tower Site
Summary
At the first reading of Ordinance 12 -11 on March 14, 2011, City Council inquired as to the
negotiated price for the purchase of this property. The total amount of the property to be obtained
is 3.824 acres, .172 acres of which is in the PRO (Public Road Occupied). The property was
appraised by Homer Appraisal Group, Inc. According to the Horner Appraisal Group, Inc., the
highest and best use of the property would be for institutional use, such as a church site, school
or other quasi - public use. In their opinion, this is due to 50% of the property being wooded and
must be preserved, that the creek that passes through the property is somewhat "problematic,"
and that the property is bordered by the Bogey Inn and parking lot. After making qualitative
adjustments, it is their opinion the property is worth $60,000 per acre. Comparables were
presented by both negotiating parties ranging from over $70,000 per acre to just over $90,000
per acre. The Muirfield Village Golf Club believes strongly that the property should be valued
closer to $80,000 per acre. They are also concerned that they will have to adjust certain
operational procedures for Tournament week to accommodate the lack of access to the sold land.
As a result, staff is confident that the price of $70,000 per acre is a reasonable compromise given
the position of each party, that the City appreciates the level of cooperation from the Muirfield
Village Golf Club, and the need to move the project forward in a timely manner.
Recommendation
Staff recommends Council passage of Ordinance 12 -11. Please address any questions you may
have to Dana McDaniel.
CITY OF DUBLIN_
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Marsha Grigsby, City Manager Nb
Date: March 10, 2011
Initiated By: Paul A. Hammersmith, PE, Director of Engineering/City Engineer
Barbara Cox, PE, Engineering Manager – Development
Memo
Re: Ordinance 12 -11 - Agreement for the Purchase of Acreage from the Muirfield
Village Golf Club for Water Tower Site
Background
During the development of the 2007 Community Plan, the need for additional elevated water
storage near Dublin Road and Glick Road was identified. Staff performed a site evaluation study
and gathered public input on several potential locations for this improvement. Staff recommended
the site (previously identified as Site B), as shown on the attached exhibit. City Council endorsed
this recommendation by motion on May 24, 2010.
The design consultant has performed the necessary survey work to create a legal description and
exhibit of the property for the water tower. Legal staff engaged an appraiser to determine the fair
market value of the property. The appraised purchase price was $219,120, or 560,000 per net acre,
and the City and the Muirfield Village Golf Club (MVGC) have agreed to a purchase price of
$255,640. The MVGC Board of Trustees and their legal staff have approved the Purchase
Agreement. A copy of the Purchase Agreement is attached for your review and approval.
The closing for the property will be scheduled once the necessary Phase 1 Environmental
Assessment report is received and the enabling ordinance is effective. We anticipate closing to be
before June 30, 2011.
Recommendation
Staff recommends passage of Ordinance 12 -11, authorizing the purchase agreement with Muirfield
Village Golf Club at the second reading/public hearing on March 28, 2011.
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REAL ESTATE PURCHASE AGREEMENT
This REAL ESTATE PURCHASE AGREEMENT (this "Agreement ") is made and
entered into as of the 28th day of April, 2011 (the "Effective Date ") by and between the City of
Dublin, an Ohio municipal corporation, with offices at 5200 Emerald Parkway, Dublin, Ohio
43017 ( "Purchaser "), and Muirfield Village Golf Club, an Ohio non - profit corporation, whose
address is 5750 Memorial Drive, Dublin, Ohio 43017 ( "Seller "). Purchaser and Seller are
sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties."
BACKGROUND INFORMATION
WHEREAS, Seller is the owner of a certain tract of real property situated in the City of
Dublin, County of Delaware and State of Ohio which Seller utilizes as parking land, such
parking land real property being approximately 41.260 acres and known as tax parcel
60043229005000 (the "Parking Land Property "), out of which Purchaser seeks to purchase a
3.824 acre tract that is more fully described in the attached Exhibit "A" (said 3.824 acre tract,
together with all improvements constructed thereon, and all rights, appurtenances and
hereditaments appertaining thereto, the "Premises "); and
WHEREAS, Purchaser desires to purchase the Premises from Seller, and Seller desires to
sell the Premises to Purchaser, all in accordance with the terms and conditions of this
Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing and the covenants, warranties,
terms and conditions hereinafter set forth, Purchaser and Seller (the "Parties ") agree as follows:
1. Purchase and Sale of Premises Purchaser hereby agrees to purchase and obtain
from Seller, and Seller hereby agrees to sell and convey to Purchaser, subject to the satisfaction
or waiver by Purchaser of the conditions precedent hereinafter set forth, the Premises. The total
purchase price for the Premises (the "Purchase Price ") shall be Two - Hundred Fifty -Five
Thousand Six Hundred Forty Dollars ($255,640), payable in cash or by immediately available
wired funds at the Closing (as defined in Paragraph 7), subject to such prorations, credits,
allowances and other adjustments as are specifically provided for herein.
2. Conditions Precedent Purchaser shall not be obligated to close under this
Agreement unless all of the conditions precedent set forth below are satisfied and /or waived in
the sole and absolute discretion of Purchaser on or before June 30, 2011 (the "Outside
Contingency Satisfaction/Waiver Date "). If any one or any combination or all of the conditions
precedent set forth in this Paragraph 2 are not satisfied in favor of and /or waived by Purchaser by
a written notice delivered to Seller on or before the Outside Contingency Satisfaction/Waiver
Date, this Agreement shall thereupon terminate and both Parties shall thereupon be fully released
and relieved from all liability and obligation under this Agreement. The above- referenced
conditions precedent shall be as follows:
{OXF- 0289.4}
(a) Purchaser shall approve of the environmental condition of the Premises as
disclosed by a report secured at Purchaser's sole expense and prepared by a certified
environmental engineer selected by Purchaser, a copy of which report shall be provided by
Purchaser to Seller;
(b) Purchaser shall be satisfied, in its sole judgment, with the physical condition of
the Premises;
(c) Purchaser shall determine, in its sole judgment, that the development and /or use
of the Premises is feasible for Purchaser's intended purpose of the construction, maintenance and
use of a water tower (the "Intended Purchaser Use ");
(d) Purchaser shall successfully obtain lot split approval from Delaware County for
the Premises (as to which lot split approval process Seller hereby agrees to cooperate fully with
Purchaser at Purchaser's sole expense); and
(e) Purchaser shall receive the approval of the Dublin City Council for all obligations
under this Agreement.
3. 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
associates, employees and /or contractors and agents to enter upon the Premises and cross the
Parking Land Property for access to the Premises for the purpose of surveying, inspecting,
making contour surveys of, performing temporary excavations (to be refilled by Purchaser as
promptly as the same shall have served their purpose) of and obtaining test borings from the
Premises, and for other purposes required by Purchaser, to enable Purchaser to ascertain whether
it is feasible to complete the proposed development by it of the Premises.
4. Potential Easements Depending upon the resolution of certain site design issues,
Purchaser may require up to two (2) potential easements near the Premises on the Parking Land
Property. The first potential easement is a temporary construction easement on the Parking Land
Property adjacent to the southern edge of the Premises. This temporary construction easement
may be required for staging during the construction of a proposed water tower on the Premises.
The second potential easement is a permanent storm water drainage easement that may be
required in order to appropriately drain stormwater from the Premises. The area required for
such stormwater drainage would be near a currently existing storm water drainage pipe located
on the Parking Land Property. The storm water drainage easement would permit Purchaser to
connect to, use and maintain such currently existing pipe. If, as a result of additional information
gathered during the design process for the proposed water tower, such easements are determined
to be necessary, Seller agrees to negotiate in good faith with Purchaser to provide such
easements to Purchaser.
5. Evidence of Title
(a) Title Commitment Purchaser may, at its sole expense, obtain a commitment (the
"Title Commitment ") from a title insurance company licensed to do business in the State of Ohio
to issue an ALTA Owner's Title Insurance Policy (Form 6/17/06) in the full amount of the
{OXF- 0289.4}
2
Purchase Price (the "Title Policy "). Such Title Commitment may be certified to the Effective
Date and may include copies of all recorded documents evidencing title exceptions raised in
Schedule B of the Title Commitment. If Purchaser obtains such Title Commitment prior to the
Closing, Purchaser may require that the Title Commitment show in Seller good and marketable
title to the Real Property, free and clear of the standard printed exceptions contained in Schedule
B of said commitment and the Title Policy, and free and clear of all liens, charges, encumbrances
and clouds of title, whatsoever, except the following (collectively, the "Permitted
Encumbrances "):
(i) Matters created by Purchaser;
(ii) Zoning ordinances, use restrictions, legal highways and public rights -of-
way which do not interfere with the Intended Purchaser Use;
(iii) Real estate taxes which are a lien on the Parking Land Property but which
are not yet due and payable; and
(iv) Easements and restrictions of record acceptable to Purchaser.
(b) Survey Purchaser may, at its sole expense, obtain a survey of the Premises (the
"Survey," and together with the Title Commitment, the "Title Evidence ").
(c) Status of Title; Permitted Encumbrances; Objections Within fifteen (15) days
after receipt of the Title Evidence but no later than forty -five (45) days after the Effective Date,
Purchaser may provide Seller with written notice of the 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 the Intended Purchaser Use. Purchaser's failure
to provide written notice of any particular Objection within such time period shall constitute a
waiver of Purchaser's right to make that particular Objection. To the extent any such timely
noticed Objections constitute a monetary lien against the Premises, Seller shall satisfy those
Objections at or before the Closing. For all other timely noticed Objections, Seller shall have a
reasonable time, not to exceed thirty (30) days after receipt of written notice thereof, within
which to make commercially reasonable efforts to cure or remove such Objections or, in the
event such Objections cannot be cured or removed until the Closing, Seller shall provide
Purchaser with evidence, satisfactory to Purchaser in its reasonable discretion, that such
Objections will be fully cured and /or released at the Closing and /or cooperate with Purchaser and
the Title Company in obtaining available endorsements to the Title Policy insuring against the
risks associated with same. In the event such Objections are not cured or removed within said
thirty (30) day period or in the event Purchaser cannot obtain satisfactory endorsements with
respect thereto to the Title Policy, Purchaser shall make its election within five (5) days
thereafter by written notice to Seller to either:
(i) Accept title to the Premises without cure of such Objections, at which
point such uncured Objections shall be Permitted Encumbrances
hereunder; or
{OXF- 0289.4}
3
(ii) Terminate this Agreement with the Parties thereupon being released and
relieved from all liability and obligation under this Agreement.
Purchaser's failure to make such election within such time period shall constitute Purchaser's
election to accept title to the Premises as provided in clause (a) above.
6. Deed of Conveyance Seller shall convey to Purchaser, at the Closing, good and
marketable title in fee simple to the Premises by transferable and recordable general warranty
deed (the "Deed "), signed by all parties necessary or reasonably required by the Title
Commitment or Purchaser's attorney, free and clear of all defects, mortgages, easements,
restrictions, reservations, conditions, agreements, liens and encumbrances other than the
Permitted Encumbrances. Seller shall pay the requisite conveyance fee and /or realty transfer tax
required by applicable law.
7. 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 written notice of such request is given by Purchaser to Seller, provided that (a) the
Closing shall occur on June 7, 2011 in the event such notice is given by Purchaser on or after
May 23, 2011 and on or before May 30, 201 land (b) the Closing shall occur no later than July
29, 2011. The Closing shall be held at a time and place in Franklin or Delaware County, Ohio as
shall be selected by Purchaser. At the Closing, Seller shall deliver the Deed and other closing
documents reasonably necessary to consummate the transaction contemplated herein, and
Purchaser shall pay to Seller the Purchase Price subject to such prorations, credits, allowances
and other adjustments as are specifically provided for herein. Purchaser shall be entitled to full
and exclusive possession of the Premises from and after the Closing.
8. Closing Expenses Seller shall, at the Closing (unless previously paid), pay by
credit against the Purchase Price the cost of all municipal services and utility charges (if any) due
through the date of the Closing and the cost to remove any lien or mortgage not assumed by
Purchaser.
Purchaser shall, at the Closing (unless previously paid), pay the following:
(a) Recording fees required for recording the Deed;
(b) The costs of furnishing the Title Commitment and the Title Policy, if any;
(c) The fee, if any, charged by the title insurance company and /or closing agent for
closing the transaction contemplated herein; and
(d) The cost of the Survey, if any.
9. 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 date of the Closing, both current and reassessed and
whether due, or to become due and not yet payable, all use recoupment taxes (agricultural or
otherwise) for years through the year of the Closing, if any, and all real estate taxes for years
{OXF- 0289.4}
4
prior to the Closing, through the date of the Closing. The proration of undetermined taxes shall
be based on a 365 -day year and on the last available tax rate and valuations, giving affect to
applicable exemptions, recently voted millage, change in tax rate or valuation, etc., whether or
not officially certified, and in the case of any such taxes relating to the Parking Land Property as
a whole the amount allocable to the Premises shall be 9.27% of the total amount relating to the
Parking Land Property. 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 the Closing. 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. Seller warrants that all
assessments now a lien are shown on said treasurer's duplicate, that no improvements have been
installed by public authority, the cost of which are to be assessed against the Premises in the
future, and that, excluding the notice that Seller has regarding the Intended Purchaser Use, Seller
has not been notified orally or in writing of possible future improvements by public authority,
any part of the cost of which would or might be assessed against the Premises.
10. Representations and Warranties
Seller hereby represents and warrants as follows:
(a) Seller has not received any written notice or notices from any municipal, county,
state or 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) Provided the mortgagee under any mortgage which is a lien on the Premises
releases the lien of such mortgage prior to or at the Closing, the execution, delivery and
performance of this Agreement, and the consummation of the transaction contemplated herein,
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) No other person or entity other than Purchaser has or will have prior to any
termination of this Agreement 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 transaction contemplated herein, 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, prior to or at the Closing, Seller shall
provide documentation, in form reasonably satisfactory to Purchaser, evidencing such
authorization;
(e) 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 modify or change
the condition of the Premises, unless Purchaser has approved of the same; and
(f) Seller is not a "Foreign Person" as that term is defined in the Foreign Investment
{OXF- 0289.4}
5
in Real Property Tax Act.
11. Survival of Representations, Warranties and Agreements, Indemnification The
representations, warranties and agreements set forth in this Agreement shall not be canceled by
performance under this Agreement, but shall survive the Closing and the delivery of the Deed
hereunder. All representations and warranties set forth in Paragraph 10 shall be true and correct
as of the Effective Date and as of the Closing, and at the Closing, if requested by Purchaser,
Seller shall so certify, in writing, in form reasonably requested by Purchaser.
Seller hereby agrees to defend, indemnify and hold harmless Purchaser from and against any and
all claims, demands, lawsuits, losses, liabilities, damages and expenses of every nature and kind
(including, without limitation, attorneys' fees arising by reason of any of the aforesaid or an
action against Seller under this indemnity), which Purchaser may sustain at any time by reason of
any untruth, breach, misrepresentation or nonfulfillment of any of the representations, warranties
or agreements made by Seller in this Agreement or in any documents or agreements delivered in
connection with this Agreement or with the Closing.
12. 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: Muirfield Village Golf Club
5750 Memorial Drive
Dublin, Ohio 43017
Attention: Daniel P. Sullivan
with copy to: Daniel M. Maher
Oxford Resource Partners, LP
41 South High Street, Suite 3450
Columbus Ohio 43215
or such other address as Seller may hereafter designate by written notice to Purchaser. Any
notice to be served on Purchaser shall be addressed as follows:
If to Purchaser: Marsha I. Grigsby
City Manager
City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
with copy to: Stephen J. Smith
Schottenstein, Zox & Dunn
A Legal Professional Association
250 West Street
Columbus Ohio 43215
{OXF- 0289.4}
6
or such other address as Purchaser may hereafter designate by written notice to Seller.
13. 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.
14. 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 the United States District Court for the Southern District of Ohio, and
waive any contention that any such court is an improper venue for enforcement of this
Agreement. g .
15. Time of Essence
������
Time is of the essence of this Agreement in all respects.
16. Assignment
This Agreement is binding upon and shall inure to the benefit of the Parties and their
respective successors and assigns. Any assignment of this Agreement will not relieve the
assigning party of its obligations under this Agreement.
17. Invalidity
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.
18. 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 party.
19. Headings
The subject headings of the various paragraphs of this Agreement are included for
purposes of convenience only and shall not affect the construction or interpretation of any of its
provisions.
{OXF- 0289.4}
7
20. Counterparts
This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement, binding on all of the Parties, notwithstanding that all of
the Parties are not signatories to the same counterpart.
[Remainder ofPage Intentionally Left Blank with Signatures on Following Page]
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{OXF- 0289.4}
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
Seller
MUIRFIELD VILLAGE GOLF CLUB
Buyer:
CITY OF DUBLIN
a political subdivision of the State of Ohio
By:
Name: Nicholas J. LaRocca
Title: General Manager
By: _
Name
Title:
Marsha I. Grigsby
Dublin City Manager
Approved as to form:
Stephen J. Smith, 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 an previous obligation or certification as required
by Ohio Revised Code §5705.01 to §5705.47.
Date
Dublin Finance Director
{OXF- 0289.4}
U-11 -11—;+ N A 11
SURVEY OF ACREAGE TRACT Date, Aily 9.2010
VIRGINIA MILITARY SURVEY NO. 2545 Scale: I" - 100'
CITY OF DUBLIN, COUNTY OF DELAWARE, STATE OF OMO
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(OXF1289.4)