Ordinance 11-12RECORD OF ORDINANCES
Dayton Legal Blank Inc. Form No. 30043
11 -12
Ordinance No.
Passed 1 20—
AN ORDINANCE AUTHORIZING THE CITY
MANAGER TO EXECUTE NECESSARY CONVEYANCE
DOCUMENTATION TO ACQUIRE A 14.118 ACRES,
MORE OR LESS, FEE SIMPLE INTEREST FROM
WALLACE BRADLEY & WALLACE (5200 BRAND
ROAD), APPROPRIATING FUNDS THEREFOR,
AND DECLARING AN EMERGENCY
WHEREAS, the City of Dublin ( "City") has been contemplating the acquisition of
property for use as public parkland; and
WHEREAS, Wallace Bradley & Wallace ( "Wallace ") owns property at 5200 Brand Road
that is ideal for use as public parkland, and is legally described in Exhibit "A" to this
ordinance; and
WHEREAS, the City and Wallace participated in discussions for the acquisition of this
property and have come to mutually agreeable terms for the acquisition; and
WHEREAS, the City desires to execute necessary conveyance documentation to
complete the transaction between the City and Wallace.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City ofDublin, State
of Ohio, —9— of the elected members concurring that:
Section 1. The City Manager is hereby authorized to execute all necessary conveyance
documentation to acquire a 14.118 acres, more or less, fee simple interest from Wallace.
Section 2. Wallace shall be compensated for the aforementioned property interests in the
amount of Seven Hundred Forty-One Thousand Three Hundred Dollars ($741,300).
Section 3. There be appropriated from the unappropriated balance of the Parkland
Acquisition Fund the amount of $741,300 to account 402 - 0210 - 780 -2510 for the purchase
of the aforementioned property.
Section 4 . This ordinance is declared to be an emergency necessary for the immediate
preservation of the public peace, health, safety or welfare, and for the fin reason that
emergency action is needed in order to comply with the terms of the contract. The
ordinance shall therefore take effect immediately upon passage.
Passed this �� day of�hk2(,ar 012.
Mayor - P esi ' ag 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: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager (�
Date: February 23, 2012
Initiated By: Sara G. Ott, Sr. Project Manager
Memo
Re: Ordinance 11 -12 - Authorizing the City Manager to Execute Necessary
Conveyance Documentation to Acquire 14.118 Acres, More or Less,
Fee Simple Interest from Wallace Bradley & Wallace, Appropriate
Funds, and Declaring an Emergency
Update Since First Reading
Attached is an updated boundary survey for City Council's review.
Additionally, the Wallace family has requested emergency passage of Ordinance 11 -12 to expedite
closing. The ordinance has been updated to reflect this request.
Background
Ordinance 11 -12 authorizes the acquisition of 14.118 acres of land for parkland purposes. The land
is located north of the intersection of Brand Road and Coffman Road in Washington Township.
The land is part of the original Harp Family Farm, and was acquired by the Wallace family in the
1940s. An appraisal was obtained and established an estimated value of $706,000 (approximately
$50,000 /acre).
Memo re. Ordinance 11-12 — Wallace Property Acquisition
February 23, 2012
Page Two
The terms of the property acquisition include:
• City Council approval of the real estate purchase agreement;
• Purchase price of $741,300.00 (approx. $52,507 /acre);
• Filing of a declaration indicating the primary intent of the land use is open space
preservation and the secondary intent is for intersection improvements at Brand and
Coffman Roads;
• City receiving satisfactory results from an environmental assessment study of the property.
The purchase will be funded from the Parkland Acquisition Fund, which has sufficient balances for
this acquisition.
This land is located in an "island" of township property. Following acquisition, the City
Administration will move forward with initiating the process for annexation to the City of Dublin.
Recommendation
Staff recommends approval of Ordinance 11 -12 by emergency at the second reading /public
hearing on February 27.
WE STILSON
CONSULTING GROUP
Pride in the Details. Passion in our People.
355 E. Campus View Blvd.
Suite 250
Columbus, OH 43235
phone 614.847.4670
fax 614.847.1648
email@stilsonconsulting.com
14.118 Acre Description
Situated in the State of Ohio, County of Franklin, Township of Washington, being part of Virginia
Military Survey 2543, also being a 14.118 acre tract of land in the name of Wallace, Bradley &
Wallace, an Ohio General Partnership, as described in Official Record 17377 -I03, all deed references
contained in this description are filed at the Recorder's Office, Franklin County, Ohio:
Beginning at a railroad spike found at the centerline intersection of Brand Road (60 feet R/W) and
Coffman Road (R/W varies). Said spike being the True Place of Beginning for the tract herein being
described;
Thence N 70 a distance of 62.44 feet along the centerline of said Brand Road being the
southerly line of said 14.118 acre tract to a railroad spike set at the southeasterly corner of a 13.000
acre tract in the name of Gretchen A. Distelhorst as described in Official Record 26330 -CO8;
Thence N 00 °43'05" E, a distance of 1143.05 feet along the easterly line of said 13.000 acre tract,
passing an iron pipe set at 31.73' feet on the northerly right of way line of said road, referenced by a
3 /4 inside diameter iron pipe found with a yellow cap stamped "CEC" which bears S 60 °38'51" E, a
distance of 1.11 feet, to an iron pipe set in the southerly line of Brandon Section 1, Ph. 2 as shown of
record in Plat Book 65, Page 17 -18;
Thence N 86 °27'39" E, a distance of 491.71 feet along the southerly lines of said Brandon Section 1,
Ph. 2 and part of Brandon Section 3, as shown of record in Plat Book 66, Page 93 -94 to a' /d' inside
diameter iron pipe found at the northwesterly comer of a 8.000 acre tract of land in the name of Jerry
Garland Spears, III and Marsha M. Spears as described in Official Record 05537 -I04;
Thence S 00'10'25" E, a distance of 1310.99 feet along the westerly line of said 8.000 acre tract,
passing an iron pipe set in the northerly right of way line of said Brand Road being referenced by a
' /4 " iron pipe found which bears S 03 °22'20" E, a distance of 1.77 feet, to a railroad spike found at the
southwesterly corner of said 8.000 acre tract in the centerline of said Brand Road;
Thence N 75 °28'55" W, a distance of 465.15 feet along the centerline of said road to the True Place
of Beginning containing 14.118 acres more of less, of which the present road occupies 0.363 acres
more or less, located in Auditor's Parcel Number 270 - 000260, subject, to all legal highways,
easements, leases and restrictions of record and of records in the respective utility offices.
Bearings for this survey are based on the Ohio State Plane Coordinate System South Zone, NAD83,
1986 Adjustment, as established from a GPS survey performed, holding a bearing of S 15 °07'53" E,
between Franklin County survey control monuments "McNeal" and "FCGS 6648 ". The portion of the
centerline of Brand Road having a bearing of 75 °28'55" W, as described herein is designated the
"Basis of Bearing" for this survey.
Iron pipes set are 30 inch long, 1 /4" inside diameter iron pipes with a yellow cap stamped "W.E.
Stilson"
I hereby certify this description was prepared by using field measurements obtained from an actual
field survey conducted under my direct supervision in January 2012.
The plat of survey is attached hereto and made part thereof
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John Jef rey Ra , Oho Professional Surveyor 7863
DESCRIPTION VERIFIED
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SITUATE IN THE STATE OF OHIO, COUNTY OF FRANKLIN, TOWNSHIP OF WASHINGTON, PART
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THE NAME OF WALLACE, BRADLEY & WALLACE, AN OHIO GENERAL PARTNERSHIP, AS
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PROFESSIONAL SURVEYOR NO.
7863
Execution Version
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (hereinafter the " Agreement ") is
made and entered into on the :30 day of January, 2012 (the " Effective Date ") by and between the
City of Dublin, an Ohio municipal corporation, with offices at 5200 Emerald Parkway, Dublin,
Ohio 43017 (hereinafter referred to as " Purchaser ") and the Wallace Bradley & Wallace, an
Ohio general partnership, whose address is 7616 Perry Road, Delaware, Ohio 43015 (hereinafter
referred to as " Seller ").
BACKGROUND INFORMATION
WHEREAS, Seller is the owner of a certain tract of real property situated in the County
of Franklin and State of Ohio, such real property being approximately 14.118 acres and known
as tax parcel 270 - 000260 -00, which real property is more fully described in the attached Exhibit
"A" (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 "); and
WHEREAS, Seller understands that Purchaser desires to own the Premises to be used
primarily for preservation of parkland and open space purposes; and
WHEREAS, Seller desires to sell the Premises to the Purchaser, and Purchaser desires to
purchase the Premises from Seller 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 the Premises Seller hereby agrees to sell and convey to
Purchaser, and Purchaser hereby agrees to purchase and obtain from Seller, subject to the
satisfaction or waiver by Purchaser of the conditions precedent hereinafter set forth, the
Premises. The total Purchase Price for the Premises shall be Seven Hundred Forty One
Thousand Three Hundred and 00 /100 Dollars ($741,300.00) (the " Purchase Price "), payable
in cash or by immediately available wired funds at the Closing, subject to prorations, credits,
allowances and other adjustments specifically provided for herein. It is the intent of Purchaser to
purchase the Premises to be used for preservation of parkland and open space purposes (the
" Intended Purpose "), subject to the terms of this Agreement and the Declaration (as defined
herein).
2. Conditions Precedent
(a) Conditions Precedent to Purchaser's Obligation to Close Purchaser shall not be
obligated to close under this Agreement until all of the following conditions are satisfied in the
(H2342858.4 I
sole and absolute discretion of the Purchaser, any one or all of which may be waived by
Purchaser, on or before March 31, 2012 (hereinafter the " Contingences "). If any one or any
combination or all of the conditions precedent set forth in this Paragraph 2.a. are not timely
satisfied in favor of Purchaser, this Agreement shall terminate (unless Purchaser, by written
notice delivered to Seller, on or before the Contingency Date, waives all of said unsatisfied
conditions precedent) and thereafter both Parties shall be fully released and relieved from all
further liability and obligation hereunder. The conditions precedent are as follows:
i.Purchaser shall approve of the environmental condition of the Premises as
disclosed by a report, prepared by a certified environmental engineer selected by
Purchaser;
ii.Purchaser shall be satisfied, in its sole judgment, with the physical condition of
the Premises;
iii.Purchaser shall determine, in its sole judgment, that the development and /or use
of the Premises for Purchaser's Intended Purpose is feasible; and
iv.Purchaser shall receive the approval of the Dublin City Council for all obligations
under this Agreement.
(b) Conditions Precedent to Seller's Obligations to Close Seller shall not be
obligated to close under this Agreement until all of the following conditions are satisfied in the
sole and absolute discretion of the Seller, any one or all of which may be waived by Seller, on or
before Closing. If any one or any combination or all of the conditions precedent set forth in this
Paragraph 2.b. are not timely satisfied in favor of Seller, this Agreement shall terminate (unless
Seller, by written notice delivered to Purchaser, on or before the Closing, waives all of said
unsatisfied conditions precedent) and thereafter both Parties shall be fully released and relieved
from all further liability and obligation hereunder. The conditions precedent are as follows:
i.Purchaser shall restrict the use of the Premises by execution of a Declaration
substantially in the form as attached to this Agreement as Exhibit `B" (the
" Declaration "), to be recorded in conjunction with the Closing; and
ii.Purchaser shall take such action as is necessary and appropriate to incorporate the
Premises into the City of Dublin Park System.
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 any
adjacent lands of Seller for access to the Premises for the purpose of surveying, inspecting,
making contour surveys, temporary excavations (to be refilled by Purchaser as promptly as the
same shall have served their purpose), test borings and other purposes required by Purchaser to
enable Purchaser to ascertain whether it is feasible to complete the proposed development of the
Premises for the Intended Purpose.
(HZ3azassA
2
4. Naming of Premises Purchaser agrees that it shall follow its past practices and
written naming policy, as such policy may be amended from time to time (the " Naming Policy
in connection with any naming of the Premises. The current Naming Policy is attached hereto as
Fxhihit "C C"
5. Due Diligence Within 15 days after the mutual execution of this Agreement,
Seller shall deliver to Purchaser any of the following documentation, to the extent that such
documentation and information is within the possession or reasonable control of Seller or any
officer of Seller: (i) copies of any tenant leases with respect to the Premises; (ii) copies of all
material agreements with respect to the use or operation of the Premises; (iii) copies of all title
policies, title commitments and surveys of the Premises; and (iv) copies of any and all hazardous
waste or environmental audits, soil tests, utility studies, water retention (storm sewer) and civil
engineering drawings, studies, tests, examinations, reports and other material documentation
with respect to the physical and environmental condition of the Premises including but not
limited to any orders, correspondence, consents, permits or approvals from any governmental
entities or authorities.
6. Evidence of Title
(a) Title Commitment Purchaser may, at its sole cost and expense, obtain a
commitment (a " 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 Purchase Price (the " Title Policy "). 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 marketable title to the Premises, 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, legal highways and public rights -of -way which do not
interfere with Purchaser's Intended Purpose of the Premises;
(iii) Real estate taxes which are a lien on the Premises but which are not yet
due and payable; and
(iv) Easements and restrictions of record acceptable to Purchaser.
(b) Survey Purchaser can elect to obtain a survey of the Premises at its own cost (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 objections to the extent that the Title Evidence reveals
(H2742858.4 )
3
matters other than the Permitted Encumbrances (the " Objections ") which constitute a monetary
lien or may interfere with Purchaser's Intended Purpose. Purchaser's failure to make Objections
within such time period will constitute a waiver of Purchaser's right to make Objections. To the
extent the Objections constitute a monetary lien against the Premises, Seller shall satisfy those
Objections at the Closing. For all other Objections, Seller shall have a reasonable time, not to
exceed ten (10) days after receipt of written notice of such Objections by Purchaser, within
which (i) to cure or remove any Objections or, in the event the Objections cannot be cured or
removed until Closing, (ii) to provide Purchaser with evidence, satisfactory to Purchaser in its
sole discretion, that the Objections will be fully cured and /or released on the date of Closing or
that the Title Company will issue satisfactory endorsements to the final Title Policy insuring
against the risks associated with same. In the event the Objections are not cured or removed
within said ten (10) day period, or in the event Seller cannot provide satisfactory evidence within
said ten (10) day period that the Objections will be cured on or before the date of Closing or that
satisfactory endorsements to the Title Policy will be issued, Purchaser shall make its election,
within five (5) business days after expiration of the ten (10) day period, by written notice to
Seller, to either:
(1) Accept title to the Premises, at which point such uncured Objections shall
be Permitted Encumbrances hereunder; or
(2) Terminate this Agreement.
Purchaser's failure to make its election within such time period will constitute
Purchaser's election to accept title to the Premises, at which point such uncured Objections shall
be Permitted Encumbrances hereunder
7. Deed of Conveyance Seller shall convey to Purchaser, at the time of closing,
good and marketable title in fee simple to the Premises by transferable and recordable general
warranty deed, signed by all parties necessary or required by the Title Commitment or
Purchaser's attorney, free and clear of all defects, mortgages, easements, restrictions,
reservations, conditions, agreements, liens and encumbrances, except those excepted in
Paragraph 6 hereof. Purchaser shall pay the requisite conveyance fee and /or realty transfer tax
required by applicable law.
8. Closing and Possession Seller and Purchaser agree that the purchase and sale of
the Premises shall be closed (the " Closing ") upon request by Purchaser within five (5) days after
notice by Purchaser to Seller. Said Closing shall be held at a time and place in Franklin County,
Ohio as shall be selected by Purchaser. At the Closing, Seller shall deliver the general warranty
deed, Purchaser shall deliver the Purchase Price and the Parties shall each deliver to the other
such additional and other closing documents reasonably necessary to consummate the transaction
contemplated herein. Purchaser shall be entitled to full and exclusive possession of the Premises
on and after the Closing. Purchaser shall be required to record the Declaration promptly
following recordation of the general warranty deed described in this section.
In addition to the deed described above, at the Closing, Seller shall deliver to Purchaser:
(i) a closing statement showing the Purchase Price and all charges or credits to Purchaser or
Seller provided for herein, (ii) all consents, affidavits or other documents reasonably and
(H2342858.4
4
customarily required to issue the Title Policy, (iii) such evidence of authority as Purchaser or the
title company issuing the Title Policy reasonably may deem necessary to evidence the authority
of Seller to enter into this Agreement and to consummate the transactions contemplated hereby,
(iv) an affidavit that Seller is not a non - resident "alien ", "foreign corporation ", "foreign
partnership ", "foreign trust ", or "foreign estate" within the meaning of the Internal Revenue
Code and Regulations thereunder, (v) an assignment and assumption agreement with respect to
any tenant leases on the Premises, pursuant to which (A) Seller shall assign all of its interest in
the leases which encumber the Premises (including any security deposits) to Purchaser, and (B)
Purchaser shall assume said tenant leases, (vi) an assignment and assumption agreement relating
to agreements and contracts pertaining to the Premises that are assignable in accordance with
their terms without the consent of any third party and that Purchaser elects to assume the
" Executory Contracts "), pursuant to which (A) Seller shall assign all of its interest in the
Executory Contracts to Purchaser, and (B) Purchaser shall assume said Executory Contracts.
At the Closing, Purchaser shall deliver to Seller: (i) a closing statement showing the
Purchase Price and all charges or credits to Purchaser or Seller provided for herein, (ii) such
evidence of authority as Seller or the title company issuing the Title Policy reasonably may deem
necessary to evidence the authority of Purchaser to enter into this Agreement and to consummate
the transactions contemplated hereby, (iii) an assignment and assumption agreement with respect
to any tenant leases on the Premises, pursuant to which (A) Seller shall assign all of its interest in
the leases which encumber the Premises (including any security deposits) to Purchaser, and (B)
Purchaser shall assume said tenant leases, (iv) an assignment and assumption agreement relating
to the Executory Contracts, pursuant to which (A) Seller shall assign all of its interest in the
Executory Contracts to Purchaser, and (B) Purchaser shall assume said Executory Contracts.
9. Closing Expenses 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 Closing and the cost to remove any lien or mortgage not assumed by the
Purchaser.
The Purchaser shall, at the Closing (unless previously paid), pay the following:
(a) Recording fees required for recording the general warranty deed and the
Declaration;
hereof,
(b) The cost of furnishing the title commitment and policy referred to in Paragraph 6
(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, referred to in Paragraph 6 hereof.
10. Taxes and Assessments Seller shall pay or credit against the Purchase Price all
delinquent real estate taxes, together with penalties and interest thereon, all assessments which
are a lien against the Premises as of the date of closing, both current and reassessed and whether
(H2342858.4 )
5
due, or to become due and not yet payable, all use recoupment taxes (agricultural or otherwise)
for years through the year of closing, if any, and all real estate taxes for years prior to the closing,
through the date of closing. The proration of undetermined taxes shall be based on a 365 -day
year and on the last available tax rate and valuations, giving effect to applicable exemptions,
recently voted millage, change in tax rate or valuation, etc., whether or not officially certified. It
is the intention of the Parties in making this tax proration to give Purchaser a credit as close in
amount as possible to the amount which Purchaser will be required to remit to the County
Treasurer for the period of time preceding the date of Closing hereof. Upon making the
proration provided for herein, Seller and Purchaser agree that the amount so computed shall be
final and shall not be subject to later adjustment. 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 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.
11. 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 any other governmental agency or body, of any zoning, fire, health,
environmental or building violation, or violation of any laws, ordinances, statutes
or regulations relating to pollution or environmental standards, which have not
heretofore been corrected;
(b) The execution, delivery and performance of this Agreement, and the
consummation of the transaction contemplated hereby, will not result in any
breach of, or constitute any default under, or result in the imposition of any lien or
encumbrance against, the Premises, under any agreement or other instrument to
which Seller is a party or by which Seller or the Premises might be bound;
(c) Seller has no knowledge of any fact or condition which would result in the
termination or material limitation of the existing pedestrian and /or vehicular
access to the Premises from abutting public roads;
(d) No other person or entity other than Purchaser has or will have any right to
acquire the Premises, or any portion thereof,
(e) The execution, delivery and performance by Seller of this Agreement and the
performance by Seller of the transactions contemplated hereunder, and the
conveyance and delivery by Seller to Purchaser of possession and title to the
Premises have each been duly authorized by such persons or authorities as may be
required, and on the date of Closing, Seller shall provide documentation, in form
satisfactory to Purchaser, evidencing such authorization;
(f) From the Effective Date through and until the Closing, Seller shall not enter into
any easement, lease or other contract pertaining to the Premises and shall not
{H2342858.4 J
6
modify or change the condition of the Premises, unless Purchaser has approved of
such modification or change; and
(g) Seller is not a "Foreign Person" as that term is defined in the Foreign Investment
in Real Property Tax Act.
12. Survival of Representations and Warranties The warranties, representations,
covenants and agreements set forth in this Agreement shall not be canceled by performance
under this Agreement, but shall survive the closing of this transaction and the delivery of the
deed of conveyance hereunder. All representations and warranties set forth in Paragraph 11 shall
be true and correct as of the date hereof and as of the date of Closing, and at Closing, if requested
by Purchaser, Seller shall so certify, in writing, in form reasonably requested by Purchaser.
Seller hereby agrees to defend, indemnify and hold Purchaser harmless from and against any and
all claims, demands, law suits, losses, liabilities, damages and expenses of every nature and kind
(including, without limitation, cleanup costs and attorneys' fees arising by reason of any of the
aforesaid or an action against the Seller under this indemnity) which Purchaser may sustain at
any time as a result of, arising directly or indirectly from, out of or in any way connected with
the operation, ownership, custody or control of the Premises prior to the Closing, or by reason of
any untruth, breach, misrepresentation or nonfulfillment of any of the covenants, 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 of the transaction contemplated
hereby.
13. Notices Whenever in this Agreement it shall be required or permitted that notice
be given or served by either Party hereto on the other, such notice shall be in writing and shall be
deemed served when either delivered in person to the following designated agents for that
purpose, or deposited in the United States Mail, by certified or registered mail, postage prepaid,
return receipt requested, addressed to the other Party as follows:
If to Seller: Wallace Bradley & Wallace
c/o Larry Wallace, GP
7616 Perry Road
Delaware, Ohio 43015
With copy to: David A. Ison
10 Village Pointe Drive
PO Box 1108
Powell, Ohio 43065
or such other address as Seller may hereinafter designate by written notice to Purchaser. Any
notice to be served on Purchaser shall be addressed as follows:
IH2342858.4
If to Purchaser: Marsha I. Grigsby
City Manager
City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
with copy to: Stephen J. Smith
Ice Miller LLP
A Legal Professional Association
250 West Street
Columbus Ohio 43215
or such other address as Purchaser may hereinafter designate by written notice to Seller.
14. Entire Agreement
This Agreement constitutes the entire understanding of the parties with respect to the
subject matter hereof and supersedes all prior negotiations, discussions, undertakings, and
agreements between the parties. This Agreement may be amended or modified only by a writing
executed by the parties.
15. Applicable Law; Venue
This Agreement is governed by and will be construed in accordance with the laws of the
State of Ohio (regardless of the laws that might be applicable under principles of conflicts of
law) as to all matters, including, but not limited to, matters of validity, construction, effect, and
performance. The parties consent to the exclusive jurisdiction of the courts of the State of Ohio
in Franklin County, and 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.
16. Time of Essence.
Time is of the essence of this Agreement in all respects.
17. Assignment
This Agreement is binding upon and inure to the benefit of the parties, their respective
heirs, legal representatives, successors and assigns. Any assignment of this Agreement will not
relieve the assigning party of its obligations under this Agreement.
18. 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.
(H2342858.4 j
8
19. Waiver.
Any waiver of a right or default under this Agreement must be in writing. Any waiver of
a particular default will constitute a waiver of such default only and not of any other default by
the nonwaiving party. Any waiver of a specific right or remedy under this Agreement will
constitute a waiver of such right or remedy only and not of any other right or remedy of the
waiving party.
20. Headings
The subject headings of the various sections of this Agreement are included for purposes
of convenience only and will not affect the construction or interpretation of any of its provisions.
21. Counterparts
This Agreement may be executed in one or more counterparts all of which will be
considered one and the same agreement, binding on all parties, notwithstanding that all parties
are not signatories to the same counterpart.
22. Form 8283
Purchaser agrees to reasonably cooperate with Seller in connection with Seller's
preparation and filing of IRS Form 8283 and to execute such form as "Donee ", provided that
such form is reasonably satisfactory to Seller.
[signatures appear on the following page]
{H2342858A 9
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date set forth
below their respective signatures.
SELLER: PURCHASER:
WALLACE BRADLEY & WALLACE CITY OF DUBLIN
an Ohio general partnership a political subdivision of the State of Ohio
B y :
Marsha I. Grigsby,
Dublin City Manager
Date: January 2012 Date: January:3c , 2012
Approved as to form:
tephen J. Smith, Law Director
CERTIFICATE OF AVAILABILITY OF FUNDS
I certify that the money required to meet the obligations 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
j --
Dublin lance rector
MO 428584 1
Attachments:
Exhibit "A " : Legal description of 14.118 acre tract
Exhibit "B ": Declaration
Exhibit "C " : Naming policy
IH234r58.4 )
Exhibit A
the mat property situated in the Township of
Washington, County of Franklin and Stale of Ohio, and bounded and described
as follows:
And being a part of 5urveg No. 2543, Virginia Msltt Lead
and being part of the 'First Parcel' as described In the deed of
Ida ticConnell and William t1cConelt to DID On and Anne S.
Harp, as the some Is shown of record In Dad Book 1017, page
41, Recorder's Office, Franklin County, No, and being more
parliculerig described as follows:
Beginning at a point In the center of Brand Road at the
southeast career of a 13 Acre Tract con"pil bg deed of Deo. S.
Harp and wife to Erwin M. Dtstlehorst and Elsie It Distlehorst,
as the some is shown of recce and Deed Book 1393, pegs 278,
Recorder's Off fee, Franklin County, Ohio; thence with the east
line of the Dist lehorst land, N. 1 deg. 07 min, E. 1141.7 ft. to on
Iron stake at the northeast corner of sold Distlehorst land and
in the south line of land of i.ovins E. Newlun; thence with the
south line of the Newlun land, N. 66 deg. 49 min. E. 492.67 ft. to
an iron stake; thence S. 0 deg. 14 min. W. 1309.95 ft. to a spike
In the tenter of Brand Road; thence with the center of Brand
Road, N. 75 deg. 05 min. W. 465.15 ft. to a spike et on angle In
said road; thence continuing with the center of Brand Road, N.
69 deg. 53 min. W. 62.44 ft. to the place of beginning,
containing 14.118 Acres, nrore or less.
�p
�l�i
Exhibit B
DECLARATION
This Declaration (this "Declaration ") is made on this _ day of , 2012
by the CITY OF DUBLIN, OHIO, an Ohio municipal corporation (the "City").
Recitals:
A. The City owns certain property located in Franklin County, Ohio as legally
described on Exhibit "A" attached hereto and made a part hereof (the "Property ").
B. The City acquired the Property from Wallace Bradley & Wallace, an Ohio general
partnership (the "Seller "), pursuant to that certain General Warranty Deed recorded as Instrument
No. in the Franklin County, Ohio Recorder's Office (the "Sale ").
C. In connection with the Sale, the City agreed to restrict the use of the Property as
set forth herein, with the intent that such restrictions run with the land.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the City, for itself and its successors and assigns as owners of the
Property, hereby agrees as follows:
§1. Use Restrictions Except as otherwise provided herein, the City hereby agrees
that the Property shall be used exclusively and in perpetuity for "passive, open space" public
parkland and generally preserved in its "natural state" for scientific, educational, aesthetic and
other municipal purposes related thereto. As herein used, the term "passive, open space" is
intended to mean that no trees shall be arbitrarily cut down or removed except for dead, diseased,
or decayed trees or as deemed reasonably necessary or appropriate by the City, in which event
such trees may be replaced with new trees as deemed necessary or appropriate by the City. As
herein used, the term "natural state" is intended to mean that no commercial billboards, or other
permanent building structures or buildings may be erected on the Property, subject to the
immediately following paragraph.
Nothing contained in this Section 1 shall be deemed to prohibit the City or its designee
from removing invasive vegetation; trimming trees; constructing improvements permitted by this
Declaration; mowing; planting or preserving trees and other vegetation; constructing,
maintaining, repairing and replacing pedestrian trails, picnic shelters, interpretive centers,
�H2428000.1 )
restrooms, and other building improvements typically found in public parks, including, without
limitation, paths, walks, bike paths, observation stations, picnic areas and related improvements,
and signage and parking areas; marking boundaries of historic significance; permitting forces of
nature to alter the natural state of the Property; maintaining any existing stream bank; controlling
unauthorized access to the Property by all persons or parties, including the installation,
maintenance, repair and replacement of fencing; permitting educational, scientific and other
municipal programs and/or tours or special events on the Property in accordance with policies
and procedures adopted by the City from time to time; and taking any other actions that the City
deems reasonably necessary or appropriate and are consistent with the terms of this Declaration.
The parties acknowledge that the holder of any easement existing as of the date hereof shall not
be subject to the foregoing restrictions but the City shall use reasonable efforts to request that
such holder comply with the terms hereof.
§2. Roadway Improvements The City shall have the right, from time to time,
without being in violation hereof, to designate portions of the Property as right -of -way for the
construction, maintenance, repair and replacement of certain roadways, together with all
improvements typically associated therewith, and specifically including, without limitation, a
round -about and other intersection improvements with respect to Brand Road (the "Roadway
Improvements "). In connection with the construction, maintenance, repair and replacement of the
Roadway Improvements, the City shall have the right to alter the topography of the Property, fill,
excavate, and remove top soil, sand, gravel, rock, minerals or other materials from the Property.
Further, the City shall have the right to grant a variety of exclusive and non - exclusive, public and
private, permanent and temporary easements encumbering the Property as the City deems
necessary or appropriate, including, without limitation, easements for the right to maintain, repair
and replace sanitary sewers, manholes, telephone and electric lines, water wells, gas lines and
other utility lines or mains (provided, that the area needed to access, maintain and repair said
utilities shall be the minimum necessary to accomplish same as approved by the City and, upon
completion thereof, any disturbed areas shall be restored to their previous state or as near as
practical thereto under the circumstances).
§3. Notices Any notices required hereunder shall be in writing, shall be transmitted
by certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight
courier, and shall be deemed given when received or when receipt is refused, and shall be
addressed to the parties as follows:
(a) If intended for the City, to:
Marsha I. Grigsby
City Manager
City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
H2428000 1
With a copy to:
Stephen J. Smith
Ice Miller LLP
250 West Street
Columbus Ohio 43215
(b) If intended for the Beneficiary, to:
Wallace Bradley & Wallace
c/o Larry Wallace, GP
7616 Perry Road
Delaware, Ohio 43015
With copy to:
David A. Ison
10 Village Pointe Drive
PO Box 1108
Powell, Ohio 43065
§4. Enforcement If the City fails to observe the covenants and restrictions set forth
herein, then the Beneficiary shall have the right to enforce, by any proceedings at law or in
equity, all restrictions, conditions and covenants set forth herein. Notwithstanding anything to
the contrary contained in this Section 4, the Beneficiary shall not exercise any of its remedies set
forth herein unless the City fails to observe or perform any provision, covenant or condition of
this Declaration required to be observed or performed by the City and such failure continues for
sixty (60) days after written notice thereof from the Beneficiary to the City; provided, however,
that if the nature of such default is such that the same cannot reasonably be cured within a sixty
(60) day period, the Beneficiary shall not exercise any of its remedies set forth herein if the City
commences such cure within such sixty (60) day period and thereafter rectifies and cures such
default with due diligence. The term 'Beneficiary" as used herein shall mean Seller.
§5. Separability Each provision of this Declaration and the application thereof to the
Property are hereby declared to be independent of and severable from the remainder of this
Declaration. If any provision contained herein shall be held to be invalid or to be unenforceable
or not to run with the land, such holding shall not affect the validity or enforceability of the
remainder of this Declaration.
§6. Governing Law This Declaration shall be governed by, and construed in
accordance with the laws of the State of Ohio.
[signature on following page]
x}12428000.1
IN WITNESS WHEREOF, the City has caused this Declaration to be executed this _
day of , 2012.
The City:
CITY OF DUBLIN
a political subdivision of the state of Ohio
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 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
IH2426000.1
STATE OF OHIO
COUNTY OF FRANKLIN
The foregoing instrument was acknowledged before me this day of
, 2012, by Marsha I. Grigsby, the City Manager of the City of
Dublin, Ohio, an Ohio Municipal Corporation, for and on behalf of said Municipal Corporation.
Notary Public
H2428000 .I ,
Exhibit C
Park Naming Policy
Definitions
City of Dublin Park System — The City of Dublin park system is comprised of all City -
owned lands /facilities intended for recreational use. Components of the system include,
but are not limited to: community parks, neighborhood parks, buildings and structures
(e.g. recreation center, shelter houses), bike paths, gateways, natural areas, and dedicated
green spaces. All components of the City park system are intended for the use /enjoyment
of the general public.
Community Park — As defined by the Park, Recreation, Open Space and Greenway
Guidelines developed by the National Recreation and Park Association and the American
Academy for Park and Recreation Administration, "Community parks are larger in size
and serve a broader purpose than neighborhood parks. Their focus is on meeting the
recreation needs of several neighborhoods or large sections of the community, as well as
preserving unique landscapes and open spaces. They allow for group activities and offer
other recreational opportunities not feasible- and perhaps not desirable- at the
neighborhood level. As with neighborhood parks, they should be developed for both
passive and active activities ".
Neighborhood Park —As defined by the Park, Recreation, Open Space and Greenway
Guidelines developed by the National Recreation and Park Association and the American
Academy for Park and Recreation Administration, "Neighborhood parks remain the basic
unit of the park system and serve as the recreational and social focus of the
neighborhood. They should be developed for both active and passive recreation activities
geared specifically for those living within the service area. Accommodating a wide
variety of age and user groups, including children, adults, the elderly, and special
populations, is important. Creating a sense of place by bringing together the unique
character of the site with that of the neighborhood is vital to successful design ".
City facilities — include all City -owned buildings and structures.
Naming of Parks/Facilities
City parks and facilities, or portions thereof, will be named according to the policy set
forth herein and as directed by Dublin City Council.
Name Origins
Criteria for selecting names for City parks /facilities will include, but are not limited to:
Geographical names descriptive of the location or significant natural
features in or near the park or facility.
Historical names relevant to the park or facility.
Gaelic /Celtic references relevant to either the historical or geographical
significance of the park or facility.
A park or facility (or portion thereof) may be named for an individual or sponsor if the
land and/or development of the park/facility is privately donated/funded. Dublin City
Council must approve donations and naming commitments prior to the City's acceptance
of the donation.
Process for Park Naming
Community input concerning a park name will be sought in accordance with the
following procedure:
1. City Council shall determine whether the park should be named by a Kids Vote or
by a public naming procedure.
2. In the event the City Council determines that a Kids Vote is appropriate, the
Council shall refer the matter to the Park and Recreation Advisory Commission,
which shall develop a list of possible park names for approval by Council. The
Parks and Recreation Advisory Commission will solicit public input in
developing this list of names. Council shall approve a complete list of potential
park names before the question is placed on the Kids Vote ballot. The Park and
Recreation Advisory Commission shall forward the results of the Kids Vote ballot
to the City Council for adoption by Resolution.
In the event the City Council determines that a public naming procedure is
appropriate, City staff shall generate a notice soliciting nominations from the
public for park or facility names utilizing appropriate means of communication.
Communication venues may include placement of a notice or article in local
newspapers; the City's official website; dissemination of written materials
through the Dublin City Schools, those schools within the Hilliard City School
District which Dublin residents attend, and private schools located within Dublin;
by means of a posting at the Dublin Community Recreation Center and the
affected site at least 30 days prior to a Park and Recreation Advisory Commission
meeting; or other communication venues commonly utilized by the City.
Nominations shall be sent to the Park and Recreation Advisory Commission
which will review all submissions and make a formal recommendation to City
Council.
4. City Council will have final approval of the park or facility name and shall adopt
such name by means of a Resolution.