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51-08 OrdinanceRECORD OF ORDINANCES Duyum Legal 61;mk.Inc. Forth No. i004i 51-08 Ordinance No. Pussc d 20 AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE AN OPTION AGREEMENT WITH AMERICAN ELECTRIC POWER CONVEYING CERTAIN PROPERTY LOCATED IN THE TOWNSHIP OF WASHINGTON, COUNTY OF FRANKLIN, STATE OF OHIO, TO BE USED BY AMERICAL ELECTRIC POWER FOR THE CONSTRUCTION AND OPERATION OF AN ELECTRICAL SUBSTATION, AND DECLARING AN EMERGENCY. WHEREAS, the City of Dublin ("City") recognizes that electricity creates a critical infrastructure necessary to support residents' quality of life and to ensure the viability of businesses operating within the City; and WHEREAS, the City desires to facilitate the rapid expansion of a robust system of electric service to the area in and around the Central Ohio Innovation Center; and WHEREAS, a high quality, high capacity, abundant and reliable electrical system is instrumental to the City's ability to attract the desired businesses in and around the Central Ohio Innovation Center; and WHEREAS, in support of this electrical system, the City desires to transfer a portion of City-owned property, as described in Exhibit "A" and as depicted on Exhibit "B" each of which is attached hereto, to American Electric Power ("AEP") to assist and facilitate the rapid construction of the new Amlin Substation; and WHEREAS, Council finds it is in the best interest of the City to execute the Option Agreement, attached hereto as Exhibit "C", to transfer such property to AEP to assist and facilitate the rapid construction of the new Amlin Substation. NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, ~ of the elected members concurring that: Section 1. Council authorizes the City Manager to execute the Option Agreement with AEP, attached hereto as Exhibit "C". Section 2. This ordinance is hereby declared to be an emergency necessary for the immediate preservation of the public health, safety and welfare. The reason for such necessity is the importance and necessity of the enhancement of electricity services for the residents of City. Therefore, this ordinance shall go into immediate effect upon passage. Passed this ~ day of , 2008. Mayor -Presiding Officer ATTEST: Clerk of Council crrY of rve~[N Office of the C"ity Manager 5200 Emerald Parkway, Dublin, Ohio 43017 Phone: 614-410-4400 TO: Members of Dublin City Council FROM: Jane S. Brautigam, City Manager DATE: August 14, 2008 Memo INITIATED BY: Dana L. McDaniel, Deputy City h-tanager/Director of Economic Development RE: Ordinance 51-08, Agreement re Property for new AEP substation Background If approved, Ordinance 51-08 will authorize the City Manager to enter into an agreement with American Electric Power (AEP} transfei7ing 3.680 acres to AEP for the purpose of locating a new substation within the area designated as the Central Ohio Innovation Center (COIL}. As Council may recall, staff has discussed with AEP the need to anticipate and provide high quality, high capacity and redundant power to the COIL. Staff conveyed this need to AEP nearly two years ago. AEP agrees that, gis~en the vision and potential of the COIL, they desire to construct a new substation to serve the COIL. However, the timing for construction may not have been on the City's desired time frame. From the City's perspective, early construction or even planned construction will significantly add to the marketability of the C"OIC. A year ago, AEP approached staff about possible sites, most of t~-•hich were on City-owned land. AEP also «~as considering sites not o«~ned by the City and along SR 161!Post Road. Per previous conversations with Council, it was determined that sites along SR 161/Post Road frontage were not desired. Therefore, staff has been working with AEP to incent them to a more preferred site. Council requested the following information at its August 4th meeting: Closing Costs. The agreement as presented at the August 4th meeting included a provision that the City and AEP would each pay 1/a of the closing costs. Closing costs include: a. Transfer and conveyance fee. This does not apply to municipalities, so there will be no charge. b. Survey. A survey is necessary to split the property from the larger tract, which is typically the seller's obligation. This cost is estimated to be less than $5,000, based on comparable surveys recently paid for by the City. The survey would not be ordered until AEP exercises its option. c. Title closing fee. This is standard and nominal. The closing fee will likely be under $200. AEP has agreed to pick up all closing costs. This is reflected in the revised agreement (Enclosure 1}. Memo to Council re Ordinance ~1-08 AEP Substation August 14, 2008 Page 2 of 4 2. Aerial view of the site. Enclosure 2 provides an aerial view of the site relative to the surrounding area and a closer viet~~~ of the substation. Recommendation Staff recommends Council approve Ordinance 51-08 as a means to incent early construction of a ne«-~ Amlin substation and to Vetter control twhere the substation twill Ue located. Staff also recommends Council ~~~°aive the 30-day «=~aiting period and approve Ordinance ~1-08 as an emergency. Memo to Council re Ordinance 51-08 AEP Substation August 14, 2008 Page 3 of 4 Enclosure 2 Proposed ne«r Amlin Substation - 2 - w . ~i r _'• (_ POST RUG ~ (F S~ t~ ~~~ 6s ~, ~o~ ~' ?1r5 8r~ ~O ,`,ii . Ifs ~~- ,. i... 1N 9O8`~N RD r' i ii i ~ F'P~ 2 . s G1T=`I Ir7ia03 ~' 9 ~'PLA.I Td CITY-DUS LITd RD .. p~,A ~ 'P~ ~ U • " .r _- ~ i ` ~~ ~ _~ i ,fiS-l£LO12W r, a ii 6x11 r~r Proposed new ~ ~' ~ ~_a a ; .6F.-, ' Anilin Substation ~ ' ~, / r,A51 6 p~ 9iiu1' SCR r,4pp u b - _ ~ • COSGRAY`PL~ n-:14 ~ ~ ~ 6'='~`-i - O ~ G1 riir_i Cr r,-i 0ii 1 ~Ierno to Council re Ordinance ~1-OR AEP Substation August 14, 2008 Page 4 of 4 Enclosure 2 (Cont'd} SZD suuu Il :vtilu,v MEMORANDUM TO: Dublin City Council Jane S. Brautigam, City Manager ~5b Dana McDaniel, Deputy City Manager FROM: Stephen J. Smith, Law Director Lesley R. Avery DATE: July 31, 2008 RE: Ordinance No. 51-08 Transfer of Property for the AEP Amlin Substation PROJECT BACKGROUND: The City of Dublin (the "City") currently owns approximately 100.004 acres, more or less, located near the intersection of Houchard Road and Highway 161 in the Township of Washington, County of Franklin, State of Ohio. This property is more commonly referred to as Franklin County Auditor's Tax Parcel Number 275-000001 (the "Property"). The City desires to strengthen electrical service in that area by transferring a portion of the Property to American Electric Power ("AEP") for the purpose of constructing an electrical substation thereon (the "Amlin Substation"). PROPOSED LEGISLATION: The City and AEP desire to enter into an agreement (the "Agreement'), the terms of which have been negotiated, whereby the City will transfer approximately 3.680 acres of the Property (the "Premises") to AEP. AEP will, in compliance with the terms of the Agreement, construct the Amlin Substation on the Premises. A drawing of the Premises and Property and the proposed Agreement are attached to the proposed ordinance for your reference. In order to proceed with the transfer of the Premises to AEP, the Law Department has prepared Ordinance No. 51-08 authorizing the execution of the Agreement by the City. Once the Agreement is fully executed by AEP and the City, the City will proceed to close the sale and transfer the Premises to AEP. RECOMMENDATION: The Law Department recommends approval of Ordinance No. 51-08. ,Sr: ,:•.~r .^,,.:. e:r,vr,: On~r ::32Ji ~ Vo:r: ul: dd.>'%00 I .=.IZ •i'.: ;~.~ www.szd.COm OPTION FOR THE PURCHASE OF REAL ESTATE This Option for the Purchase of Real Estate (the "Agreement") is entered into on this day of 2008 (the "Effective Date"), by and between the CITY" OF DUBLIN, OHIO, an Ohio municipal corporation ("Seller"), with its address at 5200 Emerald Park~~~ay, Dublin, Ohio 43017, and COLUI~-1BUS SOUTHERN PO~?~'ER COMPANY", an Ohio corporation ("Buyer") with an address at 700 Morrison Road, Gahanna, Ohio 43230. u'HEREAS, Seller is the o«~~ner of that certain tract of real property, situated in the State of Ohio, County of Franklin and Township of ZA='ashington, containing approximately 100.004 acres, and legally described in the attached Exhibit "A", which is incorporated herein and made a. part hereof by reference (the "Property"); and VS~HEREAS, Buyer desires to acquire (i) an option to purchase a portion of said Property, such portion to contain approximately 3.680 acres (the "Premises") and (ii) a utility easement and temporary access easement comprising approximately 1.293 acres (the "Utility Easement _~1rea"). The Premises and Utility Easement _4rea are legally described on Exhibit "B", attached hereto and made a part hereof. NO~~', THEREFORE, for valuable consideration, the amount and sufficiency of which are hereby acknowledged by the parties, Seller and Buyer agree as follows: 1. Option to Purchase. For consideration of One Dollar ($1.00) paid to Seller upon the execution of this Agreement, the receipt of which Seller hereby acknowledges, Seller grants to Buyer an option to purchase the Premises from Seller pursuant to the tei7ns contained herein (the "Option"). If the Option is not exercised as provided herein, this Agreement shall be null and void, and all parties shall be relieved from any further obligation hereunder. In the event the Option is exercised, and Buyer obtains title to the Premises as contemplated herein, Buyer shall use same for the purpose of constructing and operating a substation for the transmission of electricity on the Premises (the "Substation") and any other uses reasonably associated therewith. Additionally, Buyer acknowledges that at some time in the future Seller may require an easement over the northern portion of the Premises for the purpose of providing Seller with access to a nearby drainage way. Buyer hereby agrees that upon Seller's request for such easement, Buyer shall enter into good faith negotiations with Seller regarding the terms of same and shall execute the easement agreement that is the product of those negotiations. 2. Duration of Option. Buyer shall have the unilateral right to exercise the Option herein granted until 12:00 p.m. on December 31, 2008 (the "Option Period"); provided, however, that in no event shall Buyer exercise the Option unless and until Buyer demonstrates to Seller that Buyer has committed the monies necessary to fund the development of the Substation contemplated hereby. 3. Method for Exercising_Option. This Option may be exercised by Buyer by delivering written notice to Seller of such election in compliance with Section 2 and Section 22 hereof. In the event that Buyer does not exercise the Option within the Option Period, this Agreement shall terminate and both parties shall be released from any further liability hereunder. {H7080147.11 } 1 4. Purchase Price. The purchase price for the Premises shall be One Dollar ($1.00) due and payable at the Closing. As additional consideration and in accordance with Section 8 below, Buyer agrees to provide enhanced landscaping around the inside of the perimeter of the Premises within a fifty foot (50') wide strip on the North, West, and South boundaries of the Premises and within a ten foot (10') wide strip on the East boundary of the Premises (the "Landscaping"). 5. Closing. The date for delivery of the deed required in Section 6 hereof, and the closing of this transaction shall be no later than sixty (60) days after the later of (a) the date Buyer exercises the Option or (b) the date Seller receives the requisite approval to split the Premises from the Property as further set forth in Section 13 below (the "Closing"}. The Closing shall be held at a place mutually agreeable to the parties, and, at Closing, Seller shall deliver to Buyer a deed in substantially the same form as the Limited Warranty Deed attached hereto as Exhibit "C". Seller shall also deliver to Buyer at Closing a Utility Easement Agreement with Access Easement in substantially the same foiYn as that which is attached hereto as Exhibit "D". 6. Conveyance. Good and marketable title to the Premises shall be conveyed by Seller to Buyer at closing by Limited Warranty Deed, in fee simple determinable, free and clear and unencumbered except (a) easements, conditions, and restrictions of record; (b) zoning and other governmental regulations and restrictions; (c) all legal highways; (d} real estate taxes and assessments not yet due and payable as of the date of Closing. 7. Possession. Seller shall deliver possession and occupancy of the Premises and the Utility Easement Area to Buyer at Closing unless othei•~~-~ise agreed upon by the parties in writing. 8. Landscaping. All plans and specifications for the Landscaping required herein are subject to the prior written approval of Seller. Buyer shall submit to Seller detailed plans and specifications for the Landscaping at any time after Buyer executes the Option, but in no event. later than thirty (30} months after Closing. The plans and specifications shall include the landscaping requirements contained in Exhibit "E", attached hereto and hereby made a part. hereof, along with a detailed breakdown of the projected costs of the Landscaping. Seller shall review such plans and specifications and, to the extent that Seller requires changes thereto, Seller shall notify Buyer of such required changes within twenty (20) days of receipt of the plans and specifications. Buyer shall revise the plans and specifications for the Landscaping accordingly and resubmit same to Seller for review and approval within twenty (20) days of receiving Seller's comments. This process of review and approval shall continue until the plans and specifications for the Landscaping have been approved by Seller. Buyer shall, at its sole cost and expense, commence installation and construction of such Landscaping in accordance with the plans and specifications approved by Seller within six (6) months after completion of the Substation improvements, and, once Buyer has commenced such installation and construction, shall diligently prosecute same to completion «~ithin three (3) months thereafter. Once installation and construction of the Landscaping is complete, Buyer shall, at its sole cost and expense, maintain same in a good, safe and sightly condition, including the obligation to replace any dead or dying vegetation, in accordance with the plans and specifications previously approved by Seller and applicable governmental laws and regulations. In no event shall Seller compel Buyer through Seller's control over the approval of the Landscaping plans to spend more {ffi~9074Z]] } 7 than Two Hundred Thousand Dollars ($200,000.00) for the initial cost of the (i) creation and preparation of the Landscaping plans and specifications, and (ii) installation and construction of the Landscaping pursuant to such approved plans and specifications. Buyer hereby agrees that the costs associated with maintaining and caring for the Landscaping after same has been installed and constructed are specifically excluded from the foregoing amount. 9. Substation. Buyer shall, on or before February 1, 2010, submit to Seller detailed plans and specifications for the Substation. Seller shall review such plans and specifications and, to the extent that Seller requires changes thereto, Seller shall notify Buyer of such required changes --~ithin twenty (20) days of Seller's receipt of same. Buyer shall revise the plans and specifications for the Substation accordingly and resubmit same to Seller for review and approval within t«~enty (20) days of receiving Seller's comments. This process of reviet~~ and approval shall continue until the plans and specifications for the Substation have been approved by Seller. Seller's review of the Substation plans and specifications shall be limited in scope to include only how such Substation and related improvements tray afi'ect the exterior view of same. At least thirty (30) days prior to the date on which Buyer commences construction of the Substation, Buyer shall provide Seller with a detailed timeline for the construction of the Substation, which shall include a breakdown of the projected status of the construction every three (3) months from the date construction commences through the projected completion date. Buyer shall commence the construction of the Substation in accordance with plans and specifications approved by Seller on or before June 1, 2010 and shall complete same on or before June 1, 2012, subject to delays caused by Force Majeure, as hereinafter defined. Buyer shall be deemed to have conunenced construction of the Substation if Buyer has, in good faith, shown an intent to construct the Substation by doing any of the following: (i} placing orders for the necessary equipment, supplies and materials for the construction of the Substation; or (ii) entering on the Premises for the purpose of grading and staking same in preparation for the construction of the Substation. During construction, Buyer shall, when requested by Seller, provide a written status report outlining the status of the construction and the projected completion date for same; provided, however, Buyer shall not be required to provide more than four (4) such written status reports in a calendar year. Additionally, Buyer shall, as reasonably requested by Seller, appear at such City Council meetings or other meetings held by the City of Dublin for the purpose of providing information on the status of the construction of the Substation. 10. Taxes and Assessments. At Closing, Seller shall pay or credit against the purchase price (i) all delinquent taxes, including penalty and interest; (ii) all assessments which are a lien on the Premises as of the date of Closing; and (iii) all unpaid real estate taxes not yet due for years prior to closing and a portion of such taxes for the year of Closing prorated through date of Closing and based on 3&5 day year and, if undetermined, on most recently available tax rate and valuation. It is the intention of parties in making the tax proration to allow Buyer a credit as close in amount as possil~le to the amount which Buyer will be required to remit to County Treasurer for period of time through date of Closing. The tax proration made at Closing shall be final and not be subject to later adjustment. 11. Condition of Premises. Seller agrees that, at Closing, the Premises shall be in substantially the same condition as on the date of this Agreement, reasonable wear and tear {H7080147.11 } 3 excepted, and subject to the provisions of Section 12, below. Buyer hereby agrees that it shall accept the Premises in its "As Is, Where Is" condition. Furtherniore, Buyer acknowledges that. Seller has made no covenant, representation or ~~•arranty as to the suitability of the Premises or as to the physical condition thereof for any purposes whatsoever and that it shall be Buyer's sole responsibility to review the physical condition or suitability of the Premises prior to the expiration of the Option Period. 12. Title Examination. Within fourteen (14) days after the exercise of the option, Buyer shall, at its sole cost and expense, deliver to Seller an American Land Title Association (_ALTA) Commitment for Title Insurance (1966) (the "Title Commitment") issued by a title company selected by Buyer and reasonably approved by Seller (the "Title Insurance Company"), pursuant. to which the Title Insurance Company shall commit to issue to Buyer an ALTA O~~~ner's Title Insurance Policy (6/17/2006), certified to at least the Effective Date of this Agreement, in the full amount of the purchase price, showing in Seller good and marketable title to the Premises. In the event that an examination of either the Title Commitment (including any endorsements) or the survey discloses any matter adversely affecting title to the Premises, or if title to the Premises is not marketable, or if the Premises is subject to liens, encumbrances, easements, conditions, restrictions, reservations or other matters not specifically excepted by the terms of this Agreement, or in the event of any encroachment or other defect shown by the survey (the foregoing collectively referred to as "Defects"), then Buyer shall notify Seller no later than twenty (20) days following receipt of both the survey and the title commitment, which notice shall specify such title and/or survey matters to which Buyer objects. If Buyer fails to notify Seller within such period of any such Defects, then Buyer shall be deemed to have elected to t~~°aive same and to accept title to the Premises and proceed to purchase the Premises pursuant to the terms of this Option. If Buyer gives Seller notice of a Defect within said period, which renders title unmarketable, in accordance with the provisions of this Option, then Seller shall, at its option, either (i) cure such Defect on or before Closing, or (ii) terminate this Agreement. 13. SuYVey and Lot Split, Within fourteen (14) days after receipt of the Title Commitment, Buyer shall deliver to Seller an ALTA survey and a legal description of the Premises, prepared by a surveyor registered in the State of Ohio. Said survey shall be certified by the surveyor to Seller, Buyer and the Title Insurance Company. On or before Closing, Seller shall deliver to Buyer evidence reasonably satisfactory to Buyer that said survey and legal description have been approved by the necessary governmental authorities for purposes of splitting the Premises from the Property of which the Premises is a part. City Council hereby authorizes the City of Dublin Land Use and Long Range Planning staff to administratively approve the lot split of the Premises from the Property. 14. Environmental. Buyer may conduct, at its sole cost and expense, an environmental audit of the Premises. Buyer shall provide a copy of any report prepared in connection with any such environmental audit performed on the Premises to Seller promptly upon Buyer's receipt of same. Buyer agrees that any information contained therein shall be confidential, and Buyer agrees not. to disclose same to any third parties, other than Buyer's attorneys, representatives or agents. Buyer shall commence and complete the environmental audit within the Option Period. Buyer and Buyer's designees shall be entitled to access to the Premises at reasonable times to undertake {H7080147.11 } 4 such audit of the Premises. Buyer agrees to indernify and hold Seller harmless from any and all loss, liability, claims and expense (including reasonable attorney's fees) arising out of the acts of Buyer or its designees on the Premises or the Property. If Buyer, in its sole discretion, determines within said Option Period that the environmental audit of the Premises is unacceptable, then Buyer may elect to not exercise the Option. 15. Tests. Buyer shall have the right, during the Option Period, to enter upon the Premises to make core drillings, soil and water level tests, and enviroiunental studies with the understanding that if the Option is not exercised, Buyer hereby agrees to repair, at its sole cost and expense, any physical damage caused to the Premises and the Property due to such surveys and tests. Buyer shall indemnify and hold Seller harmless from and against any and all claims, liabilities, losses, damages, costs and expenses {including reasonable attorneys' fees) incurred by Seller by reason of any injury or damage to any person or property whatsoever, occurring in, on or ahout the Premises when such injury or damage is caused in part or in whole by the negligence or willful misconduct of Buyer, its employees, invitees, contractors, subcontractors, licensees, subtenants, agents, successors and assigns. 16. Closing Costs. In addition to the apportionment of taxes as set forth in Section 10 above, the parties hereby agree that Buyer shall pay the following at Closing (unless previously paid): (a) The cost of furnishing the title commitment and policy referred to in Section 12 hereof; (b) The cost of the environmental audit; (c) The cost of furnishing the survey referred to in Section 13 above; (d) The recording fees required for recording the Limited Warranty Deed; and (e) The fee, if any, charged by the title insurance company for closing the transaction contemplated herein. 17. Default. Should Buyer, its successor and assigns, fail to do any of the following: (i) use the Premises for only those purposes permitted herein; (ii) commence and complete the construction of the Landscaping and/or the Substation as required in Sections 8 and 9 of this Agreement; or (iii) comply «~ith any other obligation set forth herein, any such failure{s) shall be termed an "Event of Default". Seller shall provide Buyer written notice of an Event of Default and Buyer shall be required to cure same within thirty (30) days after receiving written notice thereof from Seller; provided, however, that if the nature of the Event of Default is such that it cannot reasonably be cured within thirty (30) days, Buyer shall have such additional time as is reasonably necessary to cure same, such cure period not to exceed ninety {9Q) days in the aggregate. Buyer's failure to timely cure an Event of Default as permitted herein shall automatically trigger the reverter retained in favor of Seller pursuant to the Limited t~'art•anty Deed, and the estate conveyed to Buyer by the Limited Warranty Deed shall automatically revert to Seller and Seller shall have the right to reenter and take possession of the Premises and the Utility Easement Area. Buyer shall thereafter exit the Premises and Utility Easement <=~•ea, {H7080147.11 } 5 remove any improvements that Buyer has constructed thereon and restore same as close as reasonably practicable to the condition that existed prior to the construction of any such improvements. Buyer hereby agrees that if there is an Event of Default, and Buyer has failed to cure same in accordance with the terms hereof, Buyer shall not contest any action or proceeding brought by Seller to obtain title to the Premises and the Utility Easement Area, and, Buyer shall promptly execute a Limited Warranty Deed prepared by Seller to evidence such transfer of title to the Premises and the Utility Easement <4rea to Seller. The reverter retained in favor of Seller herein shall be Seller's sole remedy if there is an Event of Default by Buyer. Notwithstanding the forgoing, Seller shall be entitled to recover the following from Buyer: (i} if Buyer fails to execute the Limited Warranty Deed as required herein, the costs and expenses, including court costs and reasonable attorney's fees, incurred by Seller to obtain title to the Premises and the Utility Easement Area upon an Event of Default; and (ii} if Buyer fails to remove the improvements on the Premises or Utility Easement Area as required herein, the costs and expenses incurred by Seller in removing such improvements and restoring the Premises and the Utility Easement Area to its prior condition. 18. Tiine of the Essence. Time is expressly declared to be of the essence in this Agreement, unless the parties otherwise agree in writing. 19. Transfer or Assi ng ment. The rights granted herein are exclusive to Buyer and Buyer shall not, prior to its satisfaction of all of the obligations contained herein, transfer or assign its interest in this Agreement or the Premises without the prior written consent of Seller. Failure of Buyer to obtain the written consent of Seller as required herein shall constitute a default of this Agreement, which shall trigger Seller's rights and remedies as set forth in Section 17. 20. Entire Agreement. The parties acknowledge and agree that this Agreement constitutes their entire agreement and that no oral or implied agreement exists. This Agreement shall be binding upon their respective heirs, legal representatives, successors and assigns, and all of the covenants contained herein shall sui-~~ive the Closing of this transaction. 21. Force Majeure. As used herein, the term Force Nlajeure means any delay caused by an Act of God, an inability of Buyer to receive the materials, equipment and supplies necessary for construction of the Substation (provided Buyer has, in good faith, timely placed orders for all such materials, equipment and supplies}; fire; electrical shortages, interferences or outages; or other reason of a similar nature not the fault of the delayed party. 22. Broker's Fees or Commissions. Each party represents to the other party that no real estate broker, consultant, finder or like agent has an interest in this transaction and each party indemnifies and holds the other harmless from and against all claims, losses, liabilities and expenses, including reasonable attorney's fees, arising out of any claim by a broker, consultant, finder or like agent with whom the indemnifying party has dealt or negotiated. 23. Notice. All notices, elections or other communications authorized, required or permitted hereunder shall be made in writing and shall be deemed given when personally delivered or when deposited, U. S. certified mail, postage prepaid, return receipt requested and addressed as follo~i~s: {ffi CBO74i.]] } To the Buyer: Columbus Southern Power Company Real Estate & Asset Management Todd Ireland 700 Morrison Road Gahanna, Ohio 43230-6642 Phone: (614) 883-7287 FAX: (614) 883-7299 To the Seller: City of Dublin, Ohio 5200 Emerald Pal•kway Dublin, Ohio 43016 Attn. Dana McDaniel Phone: (614) 410-4618 F<4X: (614) 923-5529 24. Zoning. Buyer shall investigate the zoning of the Premises during the Option Period. In the event Buyer determines that it must secure a zoning change to use the Premises for Buyer's intended purpose, Buyer shall provide written notice of the need for such change no later than sixty (60) days prior to December 31, 2008. Seller shall cooperate «~ith Buyer and submit on Buyer's behalf, an application to have the Premises properly zoned for Buyer's intended use. Buyer will prepare any required zoning application for Seller's signature and Buyer will submit this application with the applicable zoning authority, if any, and pay any zoning submittal or application fees. Seller agrees to attend, with Buyer, any zoning hearings related to the zoning application/request. In the event the zoning application process is not completed to Buyer's commercially reasonable satisfaction before the termination of the Option Period, this Agreement shall terminate and both parties shall be released from liability hereunder. In no event shall the zoning change contemplated herein take effect prior the Closing. 25. Authority. Parties herein wan•ant to each other that they have full capacity, power and authority to enter into and perform this Agreement according to its terms. {H7080147.11 } 7 IN «~ITNESS WHEREOF, Seller and Buyer have signed and executed this Agreement. to be effective as of the date first written above. Signed and acknowledged in the presence of: Sib attzre Painted Name Signed and acknowledged in the presence of: Signature Painted Name SELLER: CITY OF DUBLIN, OHIO, AN OHIO MUNICIPAL CORPORATION By: Jane Braugitam, City Manager BUYER: COLUMBUS SOUTHERN POWER COMPANY, AN OHIO CORPORATION By: Roy A. Strawser Manager, Real Estate Asset Management American Electric Power Service Corporation Authorized Signer Exhibit "A": Legal Description for the "Property" Exhibit "B": Legal Description for the "Premises" and "Utility Easement Area" Exhibit "C": Limited Warranty Deed Exhibit "D": Utility Easement Agreement with Access Easement Exhibit "E": Landscaping Requirements {x~osoia~.~i } EXHIBIT ~ Legal Description of the "Propel-ty" {x~osoia~.~i } Lepa/ Descriptions DCH(BfT A DFSCR1P170l9 FORA ]OQO{4 AC7tE TRACT lAEMAIPDERI SrtiIATFD d THE SLATE OFOf60, COUN[Y OF FRANKLN, CFtYOF DUBI~A VfR066A 6M.51ARY SORVEY ND. 6951, At50 B@NOA IOpOM ACRE SPIITPRDM A i5T3]9 ACRE TAACTGONVEYPATOTFECT' OFDIHIlN BY DFFD OF RECORD d 695'fR 199W10:OW1]]S, Aft RFFTJH9(FS AREIOTNE FRAHIad COUlPIY R00DRDPR3OFttC~ flNNICL]N COUNTY, OHR)ANDBFING MDRE PAR]]CJIARCY OESCRIBPD AS FOLLOW S HEGNT(ING FDRRF}7.3fFNCE ATAP.XNAR, IOUNDiN TIS iYTFASECIJON OF50.CilARD ROAD (bDFFfT WIDE) ATSTATE 3RRDE IbLANDeFJNG T}6TR42 AAR OPB[GIP6NBIC FOR TN]S PAM1CUlAR DFSOt6'tION; Ti¢2JCE N N91'IP E A OISFANCEO£ 12!10.30 FFEi AI.CYY THE CENFFJ6.dE OF STATE ROME 161 ALSOBEd6 THENORTIff9LY ftHE OFSAID )5]339ACRET5GC5'ro A PK NAIL FddDAT A POINTOFCURVATUAE; THENCE CONDNIRN(3AIDNOTFlECENiFA]3N'E OF SAm ROADANU THE NORTiffJtLY LdE OP SAID 1513]9 ACRB IRACf NANO A CDRV B TD if lb tEST NA V RMJ A RADD)5 OF 1t19.'R6EETTFONNANA CENDGL ANGIECP OJ'39'1Td W3DCFIACNORD BEARtN tP4'SI"E. A 06TAN~OF509.93 FFbTro A PIC NAIL FO(P.ID AT THE NORTHWESTF]LLY CORIIFJI OFAb]MI ACRE TIACT CQrvEYFDTOPANASOMC CYWER OFCENiRALOHiO dG 8Y DEEDOF RECORD M R95T1L 3W3<h0100t)OOT; iJR2J(2506')6'J6' E. A D6TANCEDF33bli1 Ff2T AlAN6 Tiff. WFStERLV IJNE OF SAID 63031 ACAETPACT, TIC FJS}FJtLT Illf6tf FlSIDl DOUSTRUL PARR NO. t Tf011D AAmiOEDSl18LNV/SgN AS SHOWN OF RECORD d MT BOOKTI, PACE A. TfE EASTF3LLY l1NE OE A 3221p ACRE I1fACTCONVEYEO TO PVD N6D9VESi REF51'6NG. I1.C 8Y CEJ'DOt' RELOAD MOFTiOALAFL01tOl3Mi. PAGE NMANDAtLNG A PORTION OFTi)E &ASIFELYIJHE OFA 1951) ACRETRACSNtM'EYPD 3YI Ti6[CITY OF DUSLd BY nxP^ OF RBCOI6D M OFFICNLRECORD nt3q 3.13, TASS6VG A CAPlfD'4'(]A)Btdt PDE FOUND AT 4pb F2RT AND A Cl'AbtETE POST AT 6299 F$T,TO AN IRON P1E SET; T)fO:TTNE SN'16'36' W, A p141'ANCEOf ITI6.S3 F'FPTTNROSGN SAID IST.339AC3:8TRAR roARwlLAQAD 6P3KE SETd]FlECFMPJfIA@QNOVCNARD ROAD(6D FF£T W6lE~ Al-9o iFd~OTJff'Aa91EttT tJNE CF SAID t5T.139AC11E TRACT; THENCE H06RC6C W. A DISTANCE Oi]SN.9) 3FfF ALONG Tiff, GT.MFRI]NE OFSAHJ ROAD AND WESIERLV 13NE OFSA6) IS1S)9ACRE TRAR. PASSD90 A P.K ]O]BID AT zso6.v1 PFEi, roTSSE TRLC nwAiortuxr6m9coorrrAn+dc Ia.ox ACJIFSJAORE OR LESS SUHIELTroALL LECAL HKJ[Y/AYS. FASEADpliS IEISFS AND RES9RtrnONS OF RECORD ANOaAecoRne d Y53ERESPECmE vr6.lrY DPPICEs IRON PRF59ETARE YELLOR' CwPPtD%' (10.) IRON PDEST>mftt INCfPaSLONG STAM1ffPD'SfAAB P.S'Mf' IF£ SASiSCf B&V6N(S fOR THIS DiDCR1PDON ARE BASFD URiN THE BEARING OF 5 E't9'OP' W DIYEN ftJR THE SOJFIfERLY LINE CF THE SAm CC1Y OF DUBUN IST3J9 ACRE 156E OESCAi1f10N WABPAEPARFD BY 30W:1. RMB OHIOREGLS[ERPD sURYEYORNO. 1t63 FAYXd AN ACNAI. FIELDSURVEY mNODCiEDd DELFSO)k]130p7, AND ISA BOUHDAAY SVRVBY d ACCORDANCEroTfR NBMMUM SFANMROS FO¢BO3R6)AAY SUAYETS d TfS STATE OFOH10(ORC. AT31-313 A DRA9/A'G Of THIS D£9CRlP110N lS ATtACNED NEAF(OAND MADE PART TiffREOF ,C\L/~\/p/ 12 23/pZ .~'lOfP11. 8PS'M3 OATB Y G- %d9-a A6~, YA'E ~(L9NrE a.1 sa..s °`~ v«m6 Lr/.' G{ 09n1pyM.P.E P1 ~2~3~ ~~ Dltr T 9La1 ~,AC EXHIBIT B DESCRIPTION OF 3.680 ACRES for Columbus Southern Power Company Situated in the State of Ohio, County of Franklin, Township of Washington, being part of Virginia Military Survey No. 6954, and being part of the same lands conveyed to City of Dublin, Ohio {100.004 acres, Parcel I.D. 275-000001}, as recorded in Instrument No. 200212300334487, all references contained herein are to the Franklin County Recorder's records, Franklin County, Ohio and being shown on Exhibit "A" attached hereto and made a part thereof and being more particularly bounded and described as follows: Beginning for a point of reference at a stone found on the easterly line of said City of Dublin, Ohio lands, on the easterly line of Virginia Military Survey No. 6954, and at the southwesterly corner of Lot No. 3 of Fishel Industrial Park No. 1 Third Amended Subdivision Plat, recorded in Plat Book 77, Page 79-80; thence, with the easterly line of said City of Dublin lands, the easterly line of Virginia Military Survey No. 6954, and the westerly line of said Fishel Industrial Park No. 1 subdivision, N 04° 47` 17" W, 349.53 feet to a 5/8 inch rebar set in concrete, and being the true point of beclinninq of the herein described tract; thence, running entirely within said City of Dublin, Ohio lands the following three {3) consecutive courses: 1} S 85° 12' 43" W, 383.50 feet to a 518 inch rebar and cap set in concrete; 2} N 04° 47' 17" W, 418.00 feet running parallel with the easterly line of said City of Dublin, Ohio lands to a 5/8 inch rebar and cap set in concrete; 3} N 85° 12' 43" E, 383.50 feet passing a 5l8 inch rebar and cap set in concrete at 333.50 feet to a 5/8 inch rebar and cap set in concrete; thence, S 04° 47' 17" E, 418.00 feet running with the easterly line of said City of Dublin, Ohio lands to the point of beginning and containing 3.680 acres of land, more or less, and being subject to all legal streets, highways, right-of-ways, alleys, easements, agreements andlor conditions of record, if any. Bearings are based on computations from the Ohio State Plane Coordinate System, Ohio North Zone, showing the East line of the subject tract as being S 04° 47' 17" E. DESCRIPTION OF A 50' WIDE INGRESS-EGRESS EASEMENT for Columbus Southern Power Company Situated in the State of Ohio, County of Franklin, Township of Washington, being part of Virginia Military Survey No. 6954, and being part of the same lands conveyed to Gity of Dublin, Ohio {100.004 acres, Parcel I.Q. 275-000001}, as recorded in Instrument No. 200212300334487, all references contained herein are to the Franklin County Recorder's records, Franklin County, Ohio and being shown on Exhibit "A" attached hereto and made a part thereof and being more particularly bounded and described as follows: {H7080147.11 } 1~ Beginning for a point of reference at a stone found on the easterly line of said City of Dublin, Ohio lands, on the easterly line of Virginia Military Survey No. 6954, and at the southwesterly corner of Lot No. 3 of Fishel Industrial Park No. 1 Third Amended Subdivision Plat, recorded in Plat Book 77, Page 79-80; thence, with the easterly line of said City of Dublin tract, the easterly line of Virginia Military Survey No. 6954, and the westerly line of said subdivision, N 04° 47' 17" W, 767.53 feet to a 518 inch rebar set in concrete and being the true point of bepinninq of the herein described tract; thence, S 85°12' 43" W, 50.00 feet to a 5/8 inch rebar and cap set; thence, N 04° 47' 17" W, 1038.63 feet to a 5/8 inch rebar and cap set on the southerly right-of-way of State Route 161; thence, S 81°54' 00 W, 29.65 feet with the southerly right-of-way of said State Route 161 to a 5/8 inch rebar and cap set; thence, N 04° 47' 17" W, 53.21 feet to a PK nail set in the centerline of State Route 161 and on the north line of said City of Dublin, Ohio tract; thence, continuing with the centerline of State Route 161, with a curve to the left having a radius of 3819.72 feet, a central angle of 01 ° 12' 00", and a chord which bears N 79° 27' 00" E, 80.00 feet to a PK nail set at the northeasterly corner of said City of Dublin, Ohio lands and on the easterly line of Virginia Military Survey No. 6954; thence, S 04° 47' 17" E, 1098.16 feet passing a 518 inch rebar and cap set in concrete an the southerly right-of-way of State Route 161 at 56.64 feet to the point of beginning and containing 1.293 acres of land, mare or less, and being subject to all legal streets, highways, right-of-ways, alleys, easements, agreements and/or conditions of record, if any. Bearings are based on computations from the Ohio State Plane Coordinate System, Ohio North Zone, showing the East line of the subject tract as being S 04° 47' 17" E. {H7080147.11 } 11 EXHIBIT C LIhIITED WARRANTY DEED The City of Dublin, Oliio, an Ohio municipal corporation ("Grantor"), t~-•hose tax mailing address is 5200 Emerald Parkway, Dublin, Ohio 43017, for valuable consideration, receipt of ~~~hich is hereby acknowledged subject to the exceptions, reservations, and conditions hereinafter set forth, hereby Grants and Conveys with limited warranty covenants, pursuant to Ohio Revised Code X5302.07, to Cohunbus Southern Power Company, an Ohio corporation ("Grantee"), whose tax mailing address is 700 Morrison Road, Gahanna, Ohio 43230, its successors and assigns, the folio«-~ing real estate situated in Washington Township, Franklin County, Ohio, being more particularly described on Exhibit "A", attached hereto and incorporated herein by reference {the "Premises"). Prior Instrument Reference: Instrument Number 200212300334487 Franklin County Recorder's Office. Split from Parcel No.: 275-000001 This conveyance is hereby made subject to the following: 1. The lien of real estate taxes and assessments not yet due and payable. 2. All easements, covenants, conditions and restrictions of record; all legal highways; and zoning, building and other laws, ordinances and regulations. The terms and conditions contained in the Option Agreement, as defined below, including those set forth on Exhibit "B", attached hereto and hereby made a part hereof, shall be binding upon Grantee, its successors and assigns. The Premises is hereby conveyed to Grantee pursuant to that certain Option Agreement entered into by and behween Grantor and Cnantee on 2008 (the "Option Agreement), which Option Agreement requires Grantee to use the Premises for the purpose of operating a substation for the transmission of electricity thereon and for any other uses reasonably associated therewith. Cnantee and Grantor acknowledge the conveyance of the Premises and the Easement :4rea hereby made shall be subject to the rights of Grantor as set forth in Section 17 of the Option Agreement, as if such Section was fully rewritten herein, which states that upon a default of Grantee of the Option Agreement that continues beyond any applicable notice and cure period, the estate conveyed to Grantee by this Limited Warranty Deed shall automatically revert to Grantor, and Grantor shall have the right to reenter and take possession of the Premises and the Easement Area. Grantee further agrees that if it is in default beyond any applicable notice and cure period, Grantee shall not contest any action or proceeding brought by Cn•antor to obtain title to the Premises and the Easement Area, and, additionally, Grantee shall execute a Limited Warranty Deed prepared by Grantor to evidence such transfer of title to the Premises and the Easement Area to Grantor. ~xiosoia~.ii } 12 To Have _~nd To Hold the above Premises with the appurtenances thereunto belonging to said Grantee, its successors and assigns forever. DATED this day of , 2008. CITY" OF DUBLIN, OHIO, an Ohio municipal corporation By: STATE OF OHIO COUNTY OF FRANKLIN, ss Jane Brautigam, City Manager The foregoing instrument was acknowledged before me this day of , 2008, by Jane Brautigarn, City IVlanager of the City of Dublin, Ohio, an Ohio municipal corporation, on behalf of said municipal corporation. Notary Public Ii~iy Conunission Expires: This instrument was prepared by Thomas G. St. Pierre, Senior Counsel -Real Estate, American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, for and on behalf of Columbus Southern Power Company. {H7080147.11 } 1~ EXHIBIT "A" to Limited ~~~arranty Deed DESCRIPTION OF 3.680 ACRES for Columbus Southern Power Company Situated in the State of Ohio, County of Franklin, Township of Washington, being part of Virginia Military Survey No. 6954, and being part of the same lands conveyed to City of Dublin, Ohio {100.004 acres, Parcel I.D. 275-000001}, as recorded in Instrument No. 200212300334487, all references contained herein are to the Franklin County Recorder's records, Franklin County, Ohio and being shown on Exhibit "A" attached hereto and made a part thereof and being more particularly bounded and described as follows: Beginning for a point of reference at a stone found on the easterly line of said City of Dublin, Ohio lands, on the easterly line of Virginia Military Survey No. 6954, and at the southwesterly corner of Lot No. 3 of Fishel Industrial Park No. 1 Third Amended Subdivision Plat, recorded in Plat Book 77, Page 79-80; thence, with the easterly line of said City of Dublin lands, the easterly line of Virginia Military Survey No. 6954, and the westerly line of said Fishel Industrial Park No. 1 subdivision, N 04° 47` 17" W, 349.53 feet to a 5/8 inch rebar set in concrete, and being the true point of beclinninq of the herein described tract; thence, running entirely within said City of Dublin, Ohio lands the following three {3) consecutive courses: 1} S 85° 12' 43" W, 383.50 feet to a 518 inch rebar and cap set in concrete; 2} N 04° 47' 17" W, 418.00 feet running parallel with the easterly line of said City of Dublin, Ohio lands to a 5/8 inch rebar and cap set in concrete; 3} N 85° 12' 43" E, 383.50 feet passing a 5l8 inch rebar and cap set in concrete at 333.50 feet to a 5/8 inch rebar and cap set in concrete; thence, S 04° 47' 17" E, 418.00 feet running with the easterly line of said City of Dublin, Ohio lands to the point of beginning and containing 3.680 acres of land, more or less, and being subject to all legal streets, highways, right-of-ways, alleys, easements, agreements andlor conditions of record, if any. Bearings are based on computations from the Ohio State Plane Coordinate System, Ohio North Zone, showing the East line of the subject tract as being S 04° 47' 17" E. {H7080147.11 } 14 EXHIBIT "B" to Limited Warranty Deed Terms and Conditions from the Option Agreement Landscaping. Grantee agrees to provide enhanced landscaping around the inside of the perimeter of the Premises within a fifty foot (50') wide strip on the North, West and South boundaries of the Premises and within a ten foot (10') wide strip on the East boundary of the Premises. Grantee shall not be obligated to expend snore than Two Hundred Thousand Dollars ($200,000.00) for such landscaping. All landscaping required herein is subject to the prior written approval of Grantor. Grantee shall submit to Grantor detailed plans and specifications for the landscaping no later than thirty (30) months after Closing, as that term is defined in the Option Agreement, which shall include the following landscaping requirements and a detailed breakdown of the cost of such landscaping: 50-foot buffer on the north, west and south boundaries of the Premises and a 10-foot buffer on the east boundary of the Premises that contains the following: a. 1 deciduous shade tree (mix of large and rnediuin size tress} per 30 lineal feet of boundary b. a double offset row of evergreen trees (8-foot to 10-foot high at time of planting and a mix of species) planted in conjunction with the deciduous shade tree mix on a 4-foot mound that will be interplanted with pockets of deciduous flowing shrubs c. a black vinyl-coated chain-link fence that shall be located a minimum of 25 feet from the property line and shall be buffered by the deciduous and evergreen trees (height of said fence is subject to applicable regulations). Grantor shall review such plans and specifications and, to the extent that Grantor requires changes thereto, Grantor shall notify Grantee of such required changes within twenty {20) days of receipt of the plans and specifications. Grantee shall revise the plans and specifications for the landscaping accordingly and resubmit same to Grantor for review and approval within twenty {20) days of receiving Grantor's comments. This process of review and approval shall continue until the plans and specifications for the landscaping have been approved by Grantor. Grantee shall, at its sole cost and expense, commence installation and construction of such Landscaping in accordance with the plans and specifications approved by Grantor within six (6) months after completion of the substation improvements, and, once Grantee has commenced such installation and construction, shall diligently prosecute same to completion within three (3) months thereafter. Once installation and construction of the landscaping is complete, Grantee shall, at its sole cost and expense, maintain same in a good, safe and sightly condition, including the obligation to replace any dead or dying vegetation, in accordance with the plans and specif°ications and applicable go~•~ernmental laws and regulations. Substation. Grantee shall, on or before February 1, 2010, sul»nit to Grantor detailed plans and specifications for a substation for the purpose of transmitting electricity. Grantor shall review such plans and specifications and, to the extent that Grantor requires changes thereto, Grantor shall notify Grantee of such required changes within twenty {20) days of Grantor's receipt of same. Cnantee shall revise the plans and specifications for the substation accordingly and resubmit same to Grantor for revie«~ and appro~•~al within h~~enty (20) days of receiving Grantor's {ffi~fl0742]] } 17 comments. This process of review and approval shall continue urrtil the plans and specifications for the substation have been approved by Grantor. Grantor's review of the substation plans and specifications shall be limited in scope to include only ho«T such substation may affect the exterior view of the substation. Grantee shall commence the construction of the substation in accordance with plans and specifications approj~ed by Grantor on or before June 1, 2010 and shall complete same on or before June 1, 2012, subject to delays caused by Force Majeure, as that terns is defined in the Caption Agreement. 16 EXHIBIT D UTILITY EASEII~TENT AGREENTENT WITH ACCESS EASEMENT This Utility Easement Agreement with Access Easement ("Easement Agreement"} is made and entered into by and between the City of Dublin, Ohio, an Ohio municipal corporation ("Grantor"), having an office at X200 Emerald Parkway, Dublin, Ohio 43017, and Columbus Southern Power Company, an Ohio corporation ("Grantee"), having an office at 700 Nlort•ison Road, Gahanna, Ohio. RECITALS WHEREAS, Grantee has acquired or will acquire from Grantor that approximately 3.680 acre tract of land located in Washington Township, County of Franklin and State of Ohio, and being split from Franklin County Auditor's Tax Parcel No. 275-000001 (the "AEP Property"), which is depicted on the site plan attached hereto as Exhibit "A" ("Site Plan"), incorporated herein and made a part hereof, for the construction and operation of an electrical substation thereon (the "Project"}; WHEREAS, Grantor owns the property adjacent to the AEP Property, the location of which is also depicted on the Site Plan and which is the remainder of Franklin County Auditor's Tax Parcel No. 275-000001 (hereinafter, the "Dublin Property"); WHEREAS, Grantee desires to acquire from Grantor anon-exclusive utility easement in, over, under, across and through that portion of the Dublin Property legally described on Exhibit "B", attached hereto and hereby made a part hereof (the "Utility Easement Area"); and WHEREAS, until such time as Grantor constructs roadways and other infrastructure within the Dublin Property that provides reasonable vehicular and pedestrian access to the AEP Property (the "Infrastructure"), Grantee desires to acquire from Grantor anon-exclusive temporaYy access easement within the Utility Easement Area upon the terms herein set forth. NO~'V, THEREFORE, for valuable consideration, the amount and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows: 1. Utility Easement. Grantor hereby grants to Cnantee anon-exclusive, perpetual easement for purposes of installing within the Utility Easement Area underground utility lines necessary to serve the facilities constructed by Grantee upon the AEP Property ("Utility Easement"); provided, however, if any such utility lines are electric transmission lines, then Grantee shall be permitted to install same aboveground within the Utility Easement Area. Grantee shall be required to maintain, at its sole cost and expense, any and all such utility lines located within the Utility Easement Area, whether aboveground or underground, in a safe and reasonable manner and in accordance with the Dublin City Ordinances and Ohio law. Grantee shall be permitted to trim and,/or remove any trees, shrubbery and vegetation within the Utility Easement Area, provided such removal is reasonably necessary for Grantee's use of the Utility {H7080147.11 } 17 Easement as peiYnitted hereby, and the condition of the Utility Easement Area is safe and sightly after such trinuning and/or removal. Grantee shall, at its sole cost and expense, repair any damage to the Lltility Easement Area caused by Grantee as a result of the installation and maintenance of the utility lines permitted hereby. Cnantor and Grantee hereby agree that, subject to the terms of Section 5, below, at such time as the Infrastructure is completed, Grantor and Grantee shall enter into such additional easement agreements as are necessary to provide Grantee with a nonexclusive and perpetual utility easement within an area no larger than ten feet (10') in width, located immediately adjacent to any Infrastructure, for the purpose of installing and maintaining underground utility lines therein. 2. Temporary Access Easement. Grantor hereby grants to Grantee a temporary access easement through the Utility Easement Area for the purpose of providing vehicular and pedestrian access to the AEP Property until such time as Grantor completes construction of the Infrastructure ("Temporary Access Easement"), subject to the terms of Section 5, below. Grantee shall have the right, at its sole cost and expense, to improve the Utility Easement Area to provide for such access by constructing one (1}gravel driveway thereon ("AEP Driveway"), the plans for which shall be subject to the prior written approval of Grantor. In the event Grantee constructs the AEP Driveway, Grantee shall, at its sole cost and expense, thereafter regularly repair and maintain same. Grantee shall be obligated to repair or replace any damage to the Utility Easement Area and AEP Driveway caused by Grantee, its employees, agents, contractors, or its invitees, such that the Utility Easement Area and AEP Driveway shall always be kept in a good, sightly and safe condition. Any such maintenance, repair or replacement of the Utility Easement Area or AEP Driveway shall be conducted by Grantee in a safe and reasonable manner, in compliance with Dublin City Ordinances and Ohio law. Grantor and Grantee hereby agree that, subject to the ternis of Section 5, below, at such time as the Infrastructure is completed, Grantor and Grantee shall enter into such agreement as is necessary to govern Cnantee's use of the Infrastructure for vehicular and/or pedestrian access to the AEP Property. Upon the execution and recordation of such easement(s), the Temporary Access Easement herein granted shall terminate, and within thirty (30) days thereafter, Grantee shall, at Cn•antee's sole cost and expense, remove the AEP Driveway from the Utility Easement Area and restore same as nearly as reasonably practicable to the condition which existed prior to the entry thereon by Grantee (other than any utility lines installed by Grantee therein). Upon the termination of the Temporary Access Easement, Cn•antor shall prepare and deliver to Grantee a Notice of Termination of Temporary Access Easement, ~~~hich Grantee shall execute and record with the Franklin County Recorder's Office, at Grantee's expense, within thirty (30} days follo~i~ing receipt of same. 3. Fence. Grantee shall, subject to the prior written approval of Grantor, have the right, at its sole cost and expense, to install a fence around the perimeter of the Utility Easement Area. Prior to commencing the construction of any such fence, Grantee shall submit a drawing of such fence to Grantor, which describes and illustrates the location, style, and materials to be used in the construction of the fence, which Grantor shall have the right to approve or disapprove t~~ithin thirty (30) days upon receipt of same. Grantor shall provide Grantee with the reasons for lti any disapproval and what modifications Grantee must make to the drawing to obtain Grantor's approval. Grantee may thereafter resubmit a revised drawing to Grantor for Grantor's review and approval. Once constructed, any such fence shall be maintained by Grantee, at its sole cost and expense, in a good, safe and sightly condition and in compliance with Dublin City Ordinances and Ohio la«~•. 4. Repair. Grantee shall promptly repair, at its sole cost and expense, any damage or harm caused to the Utility Easement Area or the Dublin Property in connection with the use of the Utility Easement and the Temporary Access Easement by Grantee, and its agents, employees, contractors, and invitees as permitted herein. 5. Infrastructure. Nothing contained herein shall be construed or interpreted as a covenant or representation of Grantor that Grantor will construct the Infrastructure contemplated herein. Grantee acknowledges that its rights to any contemplated future utility and access easements along such Infrastructure are wholly contingent upon Grantor constructing same and that nothing contained herein shall be construed as requiring Cnantor to construct such Infrastructure. 6. Indemnity. Grantee shall indemnify, defend and save harmless Grantor for all claims, expenses, damages and liabilities asserted against it (i) for mechanic's and materialman's liens and any costs and reasonable attorney's fees incidental thereto, (ii) on account of any injury to or death of any person or persons, or (iii) on account of damage to any real or personal property, in every instance caused by, connected with, or in any way attributable to the rights herein granted or Grantee's failure to comply ~;pith any of the terms or conditions hereof, except for such damages that may arise out of the negligence of Grantor. 7. Representations of Grantor. Grantor hereby covenants that it is the true and lawful owner of the Dublin Property and is lawfully seized of the same in fee simple and has good right and full po«~er to grant the Utility Easement and the Temporary Access Easement. 8. Successors and Assi.mis. This Easement Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. [Signatures on Next Page] {ffi~9074Z]] } 19 IN WITNESS WHEREOF, Grantor and Grantee have caused this instrument to be executed and subscribed this day of , 2008. GRANTOR: CITY OF DUBLIN, OHIO, an Ohio municipal corporation By: Jane Brautigam, City Manager GRANTEE: COLUMBUS SOUTHERN POWER COMPANY", AN OHIO CORPORATION By: Roy A. Strawser, lUlanager, Real Estate Asset Management American Electric Power Service Corporation Authorized Signer [Ack~lowledgements on Nett Page] {H7080147.11 } 20 STATE OF OHIO, COUNTY OF FRANKLIN, SS. BE IT REMEMBERED, that on this day of , 2008, the foregoing instrument was acknowledged before me by Jane Brautigam, City Manager of the City of Dublin, Ohio, an Ohio municipal corporation, on behalf of said municipal corporation. Notary Public STATE OF OHIO, COUNTY OF FRANKLIN, SS. BE IT REMEMBERED, that on this day of , 2008, the foregoing instrument was acknowledged before me by Roy A. Strawser, Manager, Real Estate Asset Management, American Electric Pot~~er Service Corporation, on behalf of said corporation. Notary PL~blic This instrument was prepared by Thomas G. St. Pierre, Senior Counsel -Real Estate, American Electric Power Service Corporation, 1 Riverside Plaza, Columbus, Ohio 43215, for and on behalf of Columbus Southern Power Company. {H7080147.11 } 21 EXHIBIT "A" N 04'47'17" W P.c ,a2+a3.98 53.21' CAL ~1. f~1. fllL R=3819.72 _ --~--~ ------------ ~~ S 81'54'00" W 29.65' R = 3819.72' CA= 01'12'00" CH= N 79'27'00" E 80.00' HEARINGS ARE BASED ON COMPUTATIONS FROM THE OHIO STATE PLANE -56.64' COORDINATE SYSTEM, OHIO NORTH ZONE SHOWING THE EAST LINE OF THE I~~^,,;,I Ilof(cr SUBJECT TRACT AS BEING S 04°47'1TE 6.041 AC. INS i_ 199907E OIHiiil z cn 0 0 ~ ~ J J ~!. ~! LOT #9 ~~ ~m~ O \, 50' WIDE INGRESS- ~ o \ EGRESS EASEMENT °,, ~ o, ~ (1.293:L AC.) rn rn LOT #8 fJ City of Dublin, OLiio INSTR. #200212300334487 100.004 ACRES (REC.) Parcel No. 275-000001 S 85'12'43" W , 50.00 N 85'12' 43" E \ I/ 383.50' z z o ~ '' 3.680E ~ J 00 ACCeS p J ~ LOT #3 J J ~ ~ 383.50 ~ N/ S 85'12'43' TRUE POINT OF BEGINNING L293i AC. EAS. FISIIFL INDUSTRIAL PARK NO. I THIRD .~ML'NDEU SUBDIVISION PL,4T PLAT BOOK 77, PAGE 79-KO FISHEL DR. SOUTH A Lor #la TRUE POINT OF BEGINNING `'' 3 bRO~ Acs. Begin Fui- Rtye'rr~er •e ~ cJ% a, o ~G c r r.> ~ in ~ m ~ oc z ® STONE FOUND o O 3/4" IRON P[N FOUND ~. ~ P.K. NAIL SET rn tf EXISTING UTILITY POLE U • 5/3" REBAR & CAP SF.T IN CONCRETE The City of Dublin °~ "CENTRAL SURV. CO., LTD." INST. 1998010500001735 `~- 57.335 Acres (remainder) Parcel No. 275-000002 0' 400' 800' 1200' i = 400' SITUATED IN THE STATE OF OHIO, COUNTY OF FRANKLIN, TOWNSHIP OF WASHINGTON, BEING PART OF V.M.S. SURVEY N0. 6954 AND BEING PART OF THE SAME LANDS CONVEYED TO THE C[TY OF DUBLIN, OHIO, AS RECORDED IN INST. 200212300334487 OF THE FRANKLIN COUNTY RECORDER'S RECORDS. Central Surveying Co., Ltd. 7563 East Main Street Reynoldsburg, Ohio 43068 614-864-1100 FoR: COLUMBUS SOUTHERN POWER PROPOSED AMLIN STATION SITE AND STATION ACCESS EASEMENT AREA Drown By: WW Checked By: RM Scale: 1 " = a00' Date: 07/2, /OS File Name: 20080508 AMUN.SPLIT.DWC Drawing Number: Revisions: 07/23/08 X080508 EXHIBIT "B" to Utility Easement Agreement ~i~ith Access Easement DESCRIPTION OF A 50' WIDE INGRESS-EGRESS EASEMENT for Columbus Southern Power Company Situated in the State of Ohio, County of Franklin, Township of Washington, being part of Virginia Military Survey No. 6954, and being part of the same lands conveyed to City of Dublin, Ohio {100.004 acres, Parcel I.D. 275-000001), as recorded in Instrument No. 200212300334487, all references contained herein are to the Franklin County Recorder's records, Franklin County, Ohia and being shown on Exhibit "A" attached hereto and made a part thereof and being more particularly bounded and described as follows: Beginning for a point of reference at a stone found on the easterly line of said City of Dublin, Ohio lands, on the easterly line of Virginia Military Survey No. 6954, and at the southwesterly corner of Lot No. 3 of Fishel Industrial Park No. 1 Third Amended Subdivision Plat, recorded in Plat Book 77, Page 79-80; thence, with the easterly line of said City of Dublin tract, the easterly line of Virginia Military Survey No. 6954, and the westerly line of said subdivision, N 04° 47' 17" W, 767.53 feet to a 5/8 inch rebar set in concrete and being the true point ofbeginningof the herein described tract; thence, S 85°12' 43" W, 50.00 feet to a 518 inch rebar and cap set; thence, N 04° 47' 17" W, 1038.63 feet to a 5/8 inch rebar and cap set on the southerly right-of-way of State Route 161; thence, S 81°54' 00 W, 29.65 feet with the southerly right-of-way of said State Route 161 to a 5I8 inch rebar and cap set; thence, N 04° 47' 17" W, 53.21 feet to a PK nail set in the centerline of State Route 161 and on the north line of said City of Dublin, Ohio tract; thence, continuing with the centerline of State Route 161, with a curve to the left having a radius of 3819.72 feet, a central angle of 01 ° 12' 00", and a chord which bears N 79° 27' 00" E, 80.00 feet to a PK nail set at the northeasterly corner of said City of Dublin, Ohio lands and an the easterly line of Virginia Military Survey No. 6954; thence, S 04° 47' 17" E, 1098.16 feet passing a 5/8 inch rebar and cap set in concrete on the southerly right-of-way of State Route 161 at 56.64 feet to the point of beginning and containing 1.293 acres of land, more or less, and being subject to all legal streets, highways, right-of-ways, alleys, easements, agreements and/or conditions of record, if any. Bearings are based on computations from the Ohio State Plane Coordinate System, Ohio North Zone, showing the East line of the subject tract as being S 04° 47' 17" E. {H7080147.11 } 23 EXHIBIT E Requirements for the landscaping plans for the Premises: 50-foot buffer on the north, l~~est and south boundaries of the Premises and a 10-foot buffer on the east boundary of the Premises that contains the following: a. 1 deciduous shade tree (mix of large and medium size tress} per 30 lineal feet of boundary b. a double offset row of evergreen trees (8-foot to 10-foot high at time of planting and a mix of species) planted in conjunction with the deciduous shade tree mix on a 4-foot mound that will be interplanted with pockets of deciduous flowing shrubs c. a black vinyl-coated chain-link fence that shall be located a minimum of 2~ feet from the property line and shall be buffered by the deciduous and evergreen trees (height of said fence is subject to applicable regulations) {H7080147.11 } `~ L~