Ordinance 047-14RECORD OF ORDINANCES
Dayton Legal Blank, Inc.
Ordinance No.
47 -14
Fonn No. 30043
Passed . 20
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE
THE REAL ESTATE PURCHASE AGREEMENT AND NECESSARY
CONVEYANCE DOCUMENTS TO ACQUIRE A 0.34 ACRES, MORE
OR LESS, FEE SIMPLE INTEREST OF WHICH 0.116 ACRES, MORE
OR LESS, IS PRESENT ROAD OCCUPIED FROM JEN -JOSH LLC,
LOCATED AT 6694 RIVERSIDE DRIVE FOR THE RELOCATION
OF RIVERSIDE DRIVE, AND DECLARING AN EMERGENCY.
WHEREAS, the City of Dublin ("Dublin" or "City') will be relocating Riverside Drive to
the east of its current location, between Dublin- Granville Road and Tuller Road (The
°Project'); and
WHEREAS, said Project requires that the City obtain a 0.34 acres, more or less, fee
simple interest within Franklin County from Jen -Josh LLC with the commonly known
address of 6694 Riverside Drive, parcel number 273 - 008245 (the "Parcel'); and
WHEREAS, the City and the Grantor participated in good faith discussions under the
threat of eminent domain and have come to mutually agreeable terms for the
acquisition of the necessary property interest for the sum of One Hundred Sixty
Thousand Dollars ($160,000.00); and
WHEREAS, the City desires to execute necessary conveyance documentation to
complete the transaction between the City and the Grantor.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State
of Ohio, of the elected members concurring, that:
Section 1. The City Manager is hereby authorized to execute all necessary
conveyance documentation to acquire a 0.34 acre fee simple interest described in the
attached Exhibit "A" from Jen -Josh for the sum of One Hundred Sixty Thousand
Dollars ($160,000.00), said property interest located within Franklin County Parcel
No. 273 - 008245, and more fully described and depicted in the attached Exhibit "A,"
Real Estate Purchase Agreement.
Section 2. The Ordinance is declared to be an emergency necessary for the
immediate preservation of the public peace, health, safety or welfare, and for the
further reason that it is necessary for the relocation of Riverside Drive. The ordinance
shall therefore be effective upon passage.
Passed thisqj� day of °- 2014.
pp
(�ayor — Presiding Officer
ATTEST:
Clerk of Council
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
City of Dublin Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager
Date: June 5, 2014
Initiated By: Terry Foegler, Director of Strategic Initiatives /Special Projects
Dana McDaniel, Director of Development
Philip K. Hartmann, Assistant Law Director
Re: Ordinance 47 -14 — Jen -Josh Real Estate Purchase
Background
Memo
The City of Dublin ( "City ") is preparing to construct and relocate Riverside Drive north of Dublin -
Granville Road and south of Tuller Road (the "Project "). The City must obtain property interests
from various landowners located within the City in order to construct this Project. The Project is
included in the City's 2014 -2018 Capital Improvements Program.
One of the landowners that the City must obtain property from for the construction of the Project
is Jen -Josh LLC ( "Jen- Josh "). The property address is 6694 Riverside Drive, Dublin, OH 43017 and
includes a single - family dwelling, currently being rented. This acquisition is in addition to the City's
purchase of 13.28 acres of right -of -way from Invictus and Tuller Henderson in December of 2012
(AKA Bash Driving Range and Digger and Finch Restaurant) and 5.12 acres of needed right -of -way
from Crawford Hoying (AKA Bridge Pointe Shopping Center) in 2013.
This Ordinance is a follow -up to Resolution No. 62 -13, establishing the City's intentions to acquire
the property via eminent domain, approved by Council on October 14, 2013 and Ordinance 06 -13,
authorizing the appropriation of this property, approved by Council on January 27, 2014.
Acquisition
The City is acquiring from Jen -Josh a fee simple interest in the property located within Franklin
County with a Parcel No. 273 - 008245, as depicted in the map attached to this memorandum
consisting of 0.34 gross acres, more or less, with 0.116 acres more or less consisting of Present
Road Occupied, leaving a net 0.224 f acres, more or less.
Evaluation
The City hired the Robert Weiler Company who originally appraised the property on a sales
comparison approach for $120,000. Upon receipt of the Lease on the property, the Robert Weiler
Company re- evaluated the property under the income approach, based on the fact the property is
a rental property, and valued it at $145,001.
The City has reached an amicable settlement with Jen -Josh. This Ordinance authorizes the
settlement of the matter for One Hundred Sixty Thousand Dollars ($160,000.00), subject to
Council's approval. The agreed upon amount of $160,000 is 10% above the new appraisal of
$145,000 that considers the income -based approach. Staff believes this is a fair and consistent
Memo re. Ordinance No. 47 -14 — Jen -Josh Real Estate Purchase
June 5, 2014
Page 2 of 2
price, given other agreements in the immediate area and also with consideration to both issues of
income to and upgrades made by the owner. In addition, the property currently has a tenant.
The lease with the tenant allows the owner (current or City) to terminate the lease. It is staff's
intent to terminate the lease as soon as reasonably possible and to demo the property. Staff will
work with the current owner and the tenant to allow a reasonable time for the tenant to relocate.
Recommendation
City staff and the Law Department recommend that Council dispense with the public hearing and
approve Ordinance No. 47 -14 by emergency at the June 9, 2014 Council meeting.
r ence E. Mingo, Il
/n County At/dltor
Property Report Genarated on t0f at 01:21150 PM
Parcel ID Map Routing No Card No Location
273 -008245 -00 273 -0069A -001 -00 1 6694 RIV D
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This drawing Is prepared for the real property inventory within this county. It is compiled from recorded deeds, survey plats, and other public records and data.
Users of this drawing are notified that the public primary information source should be consulted for verification of the information contained on this drawing. The
county and the mapping companies assume no legal responsibilities for the information contained on this drawing. Please notify the Franklin County GIS Division of
any discrepancies.
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The information on this web site is prepared for the real property inventory within this county. User; of this data are notified that the public primary information source should be consulted for
verification of the information contained on this site. The county and vendors assume no legal responsibilities for the information contained on this site. Please notify the Franldin County
Auditor's Real Estate Division of any discrepancies.
BXffIBIT "A°
Situated in the County of Franklin, State of Ohio, and in
the City of Dublin, and being further described as follows:
Being part of Lot Number Six (6) as set off and
assigned to Emma Brown, deceased, as a part of the
estate of James Brown as shown in Complete Record 102,
page 97, said parcel being situated in the third
quarter of the second township, range 19, United
States Military Land, and being more particularly
described as follows:
Beginning at a point in the center of Last Riverside
Drive, where the north of Basil J. Brown's 49.81 tract
(as shown of the record in Deed Book 460, page 319,
Franklin County, Recorder's Office) intersects said
center line of Riverside Drive; thence with said north
line easterly 234.07 feet to an iron pipe in said line
(passing an iron pipe at 50 feet); thence southerly and
parallel to said center line of Riverside Drive 29.9
feet to an iron pipe; thence westerly on a line which
is 90 deg. to Riverside Drive 225 feet to the center
of said drive (passing an iron pipe at 175 feet);
thence with the center line of said Riverside Drive
northerly 102.83 feet to the place of beginning and
containing 34/100 acres, more or less, excepting from
the above described tract a strip of ground 8 feet wide
off the east end thereof to be used for alley purposes
in the future.
Aka: 6694 Riverside Drive ` vsm p n0^
Parcel Number: 273 - 008245 Venfiod
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Ft ;RSiin Gr,�r�ty
9
REAL ESTATE PURCHASE AGREEMENT
THIS REAL ESTATE PURCHASE AGREEMENT (hereinafter the " Agreement ") is
made and entered into on the _ day of , 2014 (the " Effective Date ") by
and between the City of Dublin, Ohio, an Ohio municipal corporation (the "City "), having an
office at 5200 Emerald Parkway, Dublin, Ohio 43017 -1006, Jen -Josh LLC, ( "Jen- Josh "), having
an office C/o Linda Vrable, 10208 Wellington Blvd, Powell, Ohio 43065. The City and the Jen -
Josh may hereinafter be referred to individually as a "Party", or collectively as the "Parties."
BACKGROUND INFORMATION
WHEREAS, Jen -Josh 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 0.340 acres and
known as tax parcels 273 - 008245 -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, Jen -Josh in lieu of defending an eminent domain matter desires to sell the
Premises to the City, and the City in lieu of prosecuting an eminent domain matter desires to
purchase the Premises from Jen -Josh in accordance with the terms and conditions of this
Agreement.
STATEMENT OF AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the City and the Jen -Josh covenant, agree and obligate themselves
to the foregoing Background Information and as follows:
Section 1. Purchase and Sale of the Premises Jen -Josh hereby agrees to sell and convey
to the City, and the City hereby agrees to purchase and obtain from Jen -Josh, subject to the
satisfaction or waiver by the City of the conditions precedent hereinafter set forth, the Premises.
The total Purchase Price for the Premises shall be One Hundred Sixty Thousand Dollars
($160,000) (the " Purchase Price "), which the parties agree is a fair market value, payable in cash
or by immediately available wired funds at the Closing, subject to prorations, credits, allowances
and other adjustments specifically provided for herein.
Section 2. Conditions Precedent
(a) Conditions Precedent to the City's Obligation to Close The City 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 City, any one or all of which may be waived by the City, on or
before ninety (90) days after execution (hereinafter the " Contingency Date "). 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 the City, the City shall provide written notice to Jen -Josh of same on or
before the Contingency Date, and this Agreement shall terminate (unless the City, by written
notice delivered to Jen -Josh, 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:
4324367v1
L The City shall approve of the environmental condition of the Premises as
disclosed by a report, prepared by a certified environmental engineer selected by City (the
" Environmental Report
ii. The City shall be satisfied, in its sole judgment, with the physical condition of
the Premises;
iii. The City shall satisfied, in its sole judgment, with a survey of the Premises;
iv. The City shall determine, in its sole judgment, that the development and/or use
of the Premises for City's Intended Purpose is feasible; and
v. The City shall receive the approval of the Dublin City Council for all obligations
under this Agreement.
(b) Conditions Precedent to Jen- Josh's Obligation to Close N /A.
Section 3. Tests and Engineering Studies For and during the entire period that this
Agreement is in effect, the City shall, at its sole cost, have the right, upon reasonable notice to
Jen -Josh, through the City's associates, employees and/or contractors and agents to enter upon
the Premises and cross any adjacent lands of Jen -Josh for access to the Premises for the purpose
of surveying, inspecting, making contour surveys, temporary excavations (to be refilled by the
City as promptly as the same shall have served their purpose), test borings and other purposes
required by the City to enable the City to ascertain whether it is feasible to complete the
proposed development of the Premises for the Intended Purpose.
Section 4. Due Diligence Within ten (10) days after the mutual execution of this
Agreement, Jen -Josh shall deliver to the City any of the following documentation, to the extent
that such documentation and information is within the possession or reasonable control of Jen -
Josh or any officer or agent of Jen -Josh: (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.
In the event that the City decides to terminate this Agreement, Jen -Josh shall have the
right to purchase some or all due diligence studies and tests (e.g., survey, Phase I, etc.) from the
City for the cost of said studies and tests, and no additional monies. The City agrees, upon
conducting the due diligence contemplated herein, to restore the Premises to as nearly the
condition, which existed prior to the City's entry onto the property.
City agrees, upon conducting the due diligence contemplated herein, to restore the
Premises to as nearly the condition, which existed prior to City's entry onto the property. City
hereby agrees, to the extent permissible under Ohio law, to defend, indemnify and hold Jen -Josh
harmless from and against any and all claims, demands, law suits, losses, liabilities and damages
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which Jen -Josh may sustain arising directly fromwith the City's entrance on the Premises prior to
closing, or breachof any of the covenants made by City in the Agreement. City's obligations
under this section shall survive any termination of this Agreement.
Section 5. Evidence of Title
(a) Title Commitment The City may obtain a commitment (a " Title Commitment ")
from a title insurance company licensed to do business in the State of Ohio 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 cost of the Title Policy shall be split between City and Jen -Josh. 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 Jen -Josh 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 the City;
(ii) Zoning ordinances, legal highways and public rights -of -way which do not
interfere with City'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 the City.
(b) Survey City can elect, at its sole cost, to obtain a survey of the Premises (the
" Survey ," and together with the Title Commitment, the " Title Evidence ").
(c) Status of Title: Permitted Encumbrances; Objections Within twenty (20) days
after receipt of the Title Evidence, City may provide Jen -Josh with written objections to the
extent that the Title Evidence reveals matters other than the Permitted Encumbrances (the
" Objections ") which constitute a monetary lien or may interfere with City's Intended Purpose.
City's failure to make Objections within such time period will constitute a waiver of City's right
to make Objections. To the extent the Objections constitute a monetary lien against the
Premises, Jen -Josh shall satisfy those Objections at the Closing. For all other Objections, Jen -
Josh shall have ten (10) days after receipt of written notice of such Objections by City, to notify
City whether Jen -Josh will cure the Objections ("Jen- Josh's Notification "). Jen -Josh shall have no
obligation to cure any Objections. In the event Jen -Josh elects not to cure the Objections, City may
terminate this Agreement by giving written notice of termination to Jen -Josh within twenty
business (20) days of Jen- Josh's Notification. If Jen -Josh elects to cure or remove any Objections,
Jen -Josh shall have ten (10) days to cure or remove the Objections. In the event the Objections
cannot be cured or removed until Closing, Jen -Josh shall provide City with evidence, satisfactory
to the City, 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 Jen -Josh cannot provide satisfactory
evidence within said ten (10) day period that the Objections will be cured on or before the date of
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Closing or that satisfactory endorsements to the Title Policy will be issued, the City shall make
its election, within five (5) business days after expiration of the ten (10) day period, by written
notice to Jen -Josh, to either:
(1) Accept title to the Premises, at which point such uncured Objections shall
be Permitted Encumbrances hereunder; or
(2) Terminate this Agreement.
The City's failure to make its election within such time period will constitute City's
election to accept title to the Premises, at which point such uncured Objections shall be Permitted
Encumbrances hereunder
Section 6. Deed of Conveyance Jen -Josh shall convey to City, 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 City's
attorney, free and clear of all defects, mortgages, easements, restrictions, reservations,
conditions, agreements, liens and encumbrances, except those excepted in Paragraph 5 hereof.
City shall pay the requisite conveyance fee and/or realty transfer tax required by applicable law.
Section 7. Closine and Possession Jen -Josh and the City agree that the purchase and sale
of the Premises shall be closed (the " Closing ") upon request by the City within five (5) days after
notice by City to Jen -Josh, but not later than thirty (30) days after the Contingency Date. Said
Closing shall be held at Stewart Title Company, C/O Julie Ross, 259 West Schrock Road,
Westerville, Ohio 43081 at a time mutually agreeable to the Parties. At the Closing, Jen -Josh
shall deliver the general warranty deed, the City 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. The City shall be entitled to full and
exclusive possession of the Premises on and after the Closing.
In addition to the deed described above, at the Closing, Jen -Josh shall deliver to the City:
(i) a closing statement showing the Purchase Price and all charges or credits to the City or Jen -
Josh provided for herein, (ii) all consents, affidavits or other documents reasonably and
customarily required to issue the Title Policy, (iii) such evidence of authority as the City or the
title company issuing the Title Policy reasonably may deem necessary to evidence the authority
of Jen -Josh to enter into this Agreement and to consummate the transactions contemplated
hereby, (iv) an affidavit that Jen -Josh is not non - resident "aliens ", "foreign corporation ",
"foreign partnership ", "foreign trust ", or "foreign estate" within the meaning of the Internal
Revenue Code and Regulations thereunder, (v) an assignment and assumption agreement with
respect to any tenant leases on the Premises, pursuant to which (A) Jen -Josh shall assign all of its
interest in the leases which encumber the Premises (including any security deposits) to the City,
and (B) the City 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 the City elects to assume the
" Executory Contracts "), pursuant to which (A) Jen -Josh shall assign all of its interest in the
Executory Contracts to the City, and (B) the City shall assume said Executory Contracts.
At the Closing, the City shall deliver to Jen -Josh: (i) the Purchase Price, (ii) a closing
statement showing the Purchase Price and all charges or credits to City or Jen -Josh provided for
4
herein, (iii) such evidence of authority as Jen -Josh or the title company issuing the Title Policy
reasonably may deem necessary to evidence the authority of the City to enter into this
Agreement and to consummate the transactions contemplated hereby, (iv) an assignment and
assumption agreement with respect to any tenant leases on the Premises, pursuant to which (A)
Jen -Josh shall assign all of its interest in the leases which encumber the Premises (including any
security deposits) to the City, and (B) the City shall assume said tenant leases, (iv) an assignment
and assumption agreement relating to the Executory Contracts, pursuant to which (A) Jen -Josh
shall assign all of its interest in the Executory Contracts to the City, and (B) the City shall
assume said Executory Contracts.
Section 8. Removal of Personal Property and Fixtures On or before Closing Jen -Josh
may remove the items listed in Exhibit `B" from the residential structure. Failure to remove any
items on the Exhibit `B" prior to closing is a waiver of Jen- Josh's right to remove and any items
remaining after closing shall be considered transferred to the City as part of the closing.
Section 9. Closing Expenses
Jen -Josh shall, at the Closing (unless previously paid), pay by credit against the Purchase
Price the following:
(a) The cost of all municipal services and utility charges (if any) due through
the date of Closing;
(b) The cost to remove any lien or mortgage not assumed by the City;
The City shall, at the Closing (unless previously paid), pay the following:
(a) Recording fees required for recording the general warranty deed;
(b) The cost of furnishing the title commitment and policy referred to in
Paragraph 5 hereof;
(c) The fee, if any, charged by the title insurance company and/or closing
agent for closing the transaction contemplated herein;
(d) The cost of the Survey, if any, referred to in Paragraph 5 hereof;
(e) The cost of an, if any, an Environmental Report.
Section 10. Taxes and Assessments Jen -Josh 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 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 the City a credit as
close in amount as possible to the amount which the City 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, Jen -Josh and the City agree that the amount so computed shall be
final and shall not be subject to later adjustment. Jen -Josh warrant 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 Jen -
Josh 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.
Section 11. Representations and Warranties
Jen -Josh hereby represents and warrants as follows:
(a) Jen -Josh 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 Jen -Josh is a party or by which Jen -Josh or the Premises might be bound;
(c) Jen -Josh 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 the City has or will have any right to acquire
the Premises, or any portion thereof;
(e) The execution, delivery and performance by Jen -Josh of this Agreement and the
performance by Jen -Josh of the transactions contemplated hereunder, and the
conveyance and delivery by Jen -Josh to the City 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, Jen -Josh shall provide documentation, in
form satisfactory to the City, evidencing such authorization;
(f) From the Effective Date through and until the Closing, Jen -Josh shall not enter
into any easement, lease or other contract pertaining to the Premises and shall not
modify or change the condition of the Premises, unless the City has approved of
such modification or change; and
(g) Jen -Josh is not a "Foreign Person" as that term is defined in the Foreign
Investment in Real Property Tax Act.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, JEN -JOSH HEREBY EXPRESSLY
DISCLAIMS AND NEGATES ANY REPRESENTATIONS OR WARRANTIES OF ANY
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KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE CONDITION OF OR
VALUE OF THE PREMISES. CITY IS PURCHASING THE PROPERTY "AS -IS WHERE -IS"
AND IS SOLELY RELYING ON ITS OWN DUE DILIGENCE AND INSPECTION OF THE
PREMISES.
Section 12. The City hereby represents and warrants as follows. That the City's execution
and delivery of, and performance under, this Agreement is pursuant to valid authority duly
conferred upon the City and the signatory hereto; and the consummation of the transactions
contemplated hereby and the compliance by the City with the terms of this Agreement do not and
will not conflict with or result in a breach of any of the terms or provisions of any agreement,
arrangement, understanding, accord, document, or instrument to which the City is a party or by
which the City is bound, or constitute a violation of any law or ordinance to which the City is
bound or subject.
Section 13. 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 10 shall
be true and correct as of the date hereof and as of the date of Closing, and at Closing, if requested
by the City, Jen -Josh shall so certify, in writing, in form reasonably requested by the City.
Jen -Josh hereby agrees to defend, indemnify and hold the City 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 Jen -Josh under this indemnity) which the City 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 by reason of
any untruth, breach, misrepresentation or nonfulfillment of any of the covenants, representations,
warranties or agreements made by Jen -Josh in this Agreement or in any documents or
agreements delivered in connection with this Agreement or with the closing of the transaction
contemplated hereby, excepting any such claim arising as a result of the City's actions related to
the Premises.
Section 14. 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 Jen -Josh: Linda Vrable
10208 Wellington Blvd.
Powell, Ohio 43065
With copy to: Jim Muckle
Vrable Healthcare Inc.
3248 W. Henderson Rd.
7
Columbus, ohio 43220
or such other address as Jen -Josh may hereinafter designate by written notice to City. Any notice
to be served on City shall be addressed as follows:
If to City: Marsha I. Grigsby
City Manager
City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
with copy to: Philip K. Hartmann, Esq.
Frost Brown Todd LLC
One Columbus, 10 West Broad Street
Columbus, Ohio 43215
or such other address as City may hereinafter designate by written notice to Jen -Josh.
Section 15. 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.
Section 16. 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.
Section 17. Time of Essence. Time is of the essence for this Agreement in all respects.
Section 18. 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.
Section 19. 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.
Section 20. 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.
Section 21. 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.
Section 22. Day for Performance Wherever herein there is a day or time period established
for performance and such day or the expiration of such time period is a Saturday, Sunday or legal
holiday, then such time for performance shall be automatically extended to the next business day.
Section 23. Severability If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a court to be invalid or unenforceable, that
determination shall not affect any other provision, covenant, obligation or agreement, each of which
shall be construed and enforced as if the invalid or unenforceable portion were not contained herein.
That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and
each such provision, covenant, obligation or agreement shall be deemed to be effective, operative,
made, entered into or taken in the manner and to the full extent permitted by law.
Section 24. Recitals The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
Section 25. 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.
[Signatures appear on the following pages]
9
JEN -JOSH:
JEN -JOSH LLC
An Ohio limited liability company
I:
CITY:
THE CITY OF DUBLIN, OHIO
An Ohio Municipal Corporation
Marsha I. Grigsby, City Manager
Its:
STATE OF OHIO
COUNTY OF FRANKLIN
. ss.
BE IT REMEMBERED, that on this _ day of , 2013, before me, the
subscriber, a Notary Public in and for said state, personally appeared Marsha I. Grigsby, City
Manager of the City of Dublin, Ohio, an Ohio municipal corporation, the City in the foregoing
Agreement, and acknowledged the signing thereof to be his/her voluntary act and deed for and
on behalf of the City of Dublin, Ohio.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last aforesaid.
Notary Public
STATE OF OHIO
COUNTY OF FRANKLIN
. ss.
BE IT REMEMBERED, that on this _ day of , 2013, before me, the
subscriber, a Notary Public in and for said state, personally appeared , duly
authorized signator for Jen -Josh LLC, the Jen -Josh in the foregoing Agreement, and
acknowledged the signing thereof to be his/her voluntary act.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last aforesaid.
Notary Public
Page 10 of 12
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Property Report - , - Goopmled Qa 1OLM acQ1MMPM
Parcel ID Map Routing No Card No Location
273 -008245 -00 273 -O069A -001 -00 1 6694 RIVERSIDE DR
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Disclaimer
This drawing is prepared for the real property inventory within this county. It is compiled from recorded deeds, survey plats, and other public records and data.
Users of this drawing are notified that the public primary information source should be consulted for verification of the information contained on this drawing. The
county and the mapping companies assume no legal responsibilities for the information contained on this drawing. Please notify the Franklin County GIS Division of
any discrepancies.
The information on this web site is prepared for the real property inventory within this county. Users of this data are notified that the public primary information source should be consulted for
verification of the information contained on this site. The county and vendors assume no legal responsibilities for the information contained on this site. Please notify the Franklin County
Auditor's Real Estate Division of any discrepancies.
234.07- ----- ...
r— ` 103.
EEBIBIT "A
Situated in the County of Franklin, State of Ohio, and in
the City of Dublin, and being further described as follows:
Being part of Lot Humber Six (6) as set off and
assigned to Emma Brown, deceased, as a part of the
estate of James Brown as shown in Complete Record 102,
page 97, said parcel being situated in the third
quarter of the second township, range 19, united
States Military Land, and being more particularly
described as follows:
Beginning at a point in the center of East Riverside
Drive, where the north of Basil J. Brown's 49.81 tract
(as shown of the record in Deed Book 460, page 319,
Franklin County, Recorders Office) intersects said
center line of Riverside Drive; thence with said north
line easterly 234.07 feet to an iron pipe in said line
(passing an iron pipe at 50 feet); thence southerly and
parallel to said center line of Riverside Drive 29.9
feet to an iron pipe; thence westerly on a line which
is 90 deg. to Riverside Drive 225 feet to the center
of said drive (passing an iron pipe at 175 feet);
thence with the center line of said Riverside Drive
northerly 102.83 feet to the place of beginning and
containing 34/100 acres, more or less, excepting from
the above described tract a strip of ground 8 feet wide
off the east end thereof to be used for alley purposes
in the future.
o� IA
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Aka: 6694 Riverside Drive Dow°pti0
Vert pd
Parcel Number: 273 - 008245 ((07runMtr? Rr.�u+. PE. R
Grjnty
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EXHIBIT B
Personal Property and Fixtures for Removal:
Large, antique, light fixture in dining room.
Refrigerator.
Wooden shutters on all windows.
EN00354.Private -00354 4832- 5475- 1515v2
Page 12 of 12