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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 f� John Jef rey Ra , Oho Professional Surveyor 7863 DESCRIPTION VERIFIED DEAN RINGLE, P.E., P.S. BY p •_ DATE Z• S 7J,'L L .E OF �o��P�......... O/Y, "I:. JOHN JEFFREY': RAAB D i 7863 '•��<c G /ST ... of its 6 P . SITUATE IN THE STATE OF OHIO, COUNTY OF FRANKLIN, TOWNSHIP OF WASHINGTON, PART OF VIRGINIA MILITARY SURVEY NO. 2543 AND 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 -103, RECORDER'S OFFICE., FRANKLIN COUNTY, OHIO. BRANDON SECTION I PHASE 1 I P B 64. PG 64 DUBLIN CORP. UI ITS WASHINGTON TWP. w N W N L.i Z z w Z U 0 W W W F COM o O �ZQ Ed Be f > Q O W N J Z Q 0 > m m o W o Ow u5 D_ W W ° - ao Q N. = Q aN7'zO °N= r Y Q J N~ W W H w r- Mw m> =D= Of N Q M Q 7 N 0 EE W FFn 0� 6 00 XF?E- °Of mi ° O w J 7 U Z 0 w zz U ,- +WC~jl U!L <w 0 2 p z CD m 0 0 W—tm m-I zw m fn O.Q �z qO .N oww- <- w3¢ ��rnW�WZ�m wn dzzwo mom> �Z � wxo > w 1- ° Z :D W U N m I I BR AN OON SECTION BRANDON SECTION 3 ( PHASE 2 p.B 66, PG 93 -94 RE, 65, PG. 17 -18 48.2fi 159.77 N 86'27 E i 491.71 f 1 ` �7 �Q / `7.46' 3a7.30' 0 3/4" I.D. IRON PIPE ED 0 R.R SPIKE FD • 3/4" LD. IRON PIPE SET YELLOW CAP STAMPED "W E STILSON" R.R. SPIKE SE1 O O� a ° S C A L E 0 75 150 225 w r O � O C, O = p0 h J (n O O LD, O °QOM M ° O U r z N \�� N W n I , l S Y D O O so.d aw �ti �9d w V 70 W 62.44' REF. PT. O F ...... � •. . y o `• - *JOHN JEFFREY N . RAAB = 7863 t O'•q '. F �' S TEp`�p �� `• � oq,ONA „ S V P.I.D. 270 - 000260 -00 WALLACE, BRADLEY & WALLACE, AN OHIO GENERAL PARTNERSHIP O.R. 17377103 14.118 ACRES (DEED) 14.118 ACRES (SURVEY) PRESENT ROAD OCCUPIES 0.363 ACRES NET = 13.755 ACRES a o o � m Q ¢ �ww oaa�n 0 O w v n n ° °2 a If1�N Z 0 0 p °aao No, °U¢ a� S 603851" E 1 11' YELLOW CAP W STAMPED "CEC" N O ` v O O (2) d N P.O.B. N .C3 r CA p m O� E,.3 5 03'22'20" E LLJ tj- i CJ n Y C f0 ,x31.73' 0 ILL N 7528g5„ Q I W W 46 $ 15, 310 .1, C 4 3 2.87• ' 3 � gR9 ti 6 ll t r � : I HEREBY CERTIFY THIS PLAT WAS CREATED BY N USING FIELD MEASUREMENTS OBTAINED BY AN ACTUAL FIELD SURVEY CONDU UNDER MY z T SU VISION JAN Y 012. 0 1 2 1 - N JEF Y R B - -- 3 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.