Ordinance 006-15RECORD OF ORDINANCES
Dayt Leg Blank, Inc.
06 -15
Ordinance No.
No. 300
Passed .20
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO
EXECUTE A REAL ESTATE PURCHASE AGREEMENT TO ACQUIRE
APPROXIMATELY 11.856 ACRES OF PROPERTY (KNOWN AS
KALTENBACH PARK) FROM WASHINGTON TOWNSHIP.
WHEREAS, Washington Township (the "Township's owns two certain tracts of real
property identified as Franklin County Parcel Numbers 274 - 000114 and 273 - 005599
and those improvements constructed upon such real property, which are located in
the Township of Washington, County of Franklin, State of Ohio, and which are
generally shown on Exhibit "A" attached hereto (the "Premises'l; and
WHEREAS, the Premises is currently used by the Township as a park known as
Kaltenbach Park; and
WHEREAS, the Township desires to transfer and convey title to the Premises to the
City of Dublin, and the City desires to accept such transfer and conveyance.
NOW, THE EFORE, BE IT ORDAINED by the Council of the City of Dublin, State
of Ohio, of the elected members concurring that:
—L-
Section 1. The City Manager is hereby authorized to execute a real estate
purchase agreement and all necessary conveyance documentation to acquire
approximately 11.856 acres of property (known as Kaltenbach Park) from
Washington Township.
Section 2. This Ordinance shall take effect and be in force from and after the
earliest date permitted by law.
Passed this day of 2015.
or — Presiding icer
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
memo
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager�� --
Date: January 22, 2015
Initiated By: Michelle Crandall, Assistant City Manager
Jennifer D. Readler, Assistant Law Director
Re: Ordinance 06 -15 - Agreement to Acquire Kaltenbach Park
Summary
The City of Dublin ( "City ") and Washington Township (the "Township'l have a long history of
working together for the common goal of acquiring property and developing public parkland. Both
parties desire to continue this partnership to further their joint interest. To that end, the Township
has agreed to transfer approximately 11.856 acres of parkland from the Township to the City; this
property is known as Kaltenbach Park (the "Park').
The Ordinance would authorize the City Manager to execute the real estate purchase agreement to
"purchase" the Park property. The Township agreed to transfer the property to the City at no cost
in exchange for the City's obligation to assume maintenance of the Park. The Township will convey
title and possession of the Park property to the City by a quit claim deed to be recorded by March
11, 2015.
The Park consists of two parcels, identified as Franklin County Parcel Numbers 274- 000114 and
273 - 005599, located at 5985 Cara Road, which is just east of the intersection of Rings Road and
Avery Road (see attached aerial). There are facilities on the Park property that offer various
amenities, activities, and opportunities for programming.
City staff has met with Township staff to ensure a seamless transition of the property for current
facility users. Various types of programming are being considered, including use as a camp site
and as additional classroom space for a variety of fitness and education programs.
Recommendation
Staff recommends approval of Ordinance No. 06 -15 so that the City Manager may execute the
necessary documents to transfer the Kaltenbach Park property from the Township to the City.
Kaltenbach Park - 5985 Cara Road
(Parcel Numbers 274 - 000114 and 273 - 005599)
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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
This AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (the
"Agreement") is made by and between the Township of Washington, an Ohio
township, having an office and place of business located at 6200 Eiterman Road,
Dublin, Ohio 43016 ( "Seller "), and the City of Dublin, Ohio, an Ohio municipal
organization, having an office and place of business located at 5200 Emerald Parkway,
Dublin, Ohio 43017( "Buyer ").
Background Information
A. Seller is the owner of two certain tracts of real property (Parcel No. 274 - 000114,
5.032 acres and Parcel No. 273 - 005599, 6.824 acres) and those improvements
constructed upon such real property which is located in the Township of
Washington, County of Franklin, State of Ohio, and which is generally shown on
Exhibit A attached hereto (the "Premises ").
B. The Premises is currently used as a park by Seller.
C. R.C. 505.10(A)(5) allows a township, which has title to real property, to transfer
and convey, when authorized by resolution, the property to any other political
subdivision upon such terms as are agreed to between the Board and the
legislative authority of that political subdivision.
D. R.C. 505.101 allows a township, when authorized by resolution, to enter into a
contract without advertising or bidding, for the sale of equipment to any other
political subdivision.
E. With Resolutions and , adopted Seller
authorized the transfer and conveyance of the premises as well as the
improvements and equipment contained thereon to Buyer.
Statement of Agreement
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller and Buyer agree as follows:
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§1.01 Incorporation of Background Information.
The Background Information portion of this Agreement is hereby incorporated
by this reference to the same extent and as fully as though it were here
rewritten in its entirety.
§1.02 Sale and Purchase of Premises.
Pursuant to the terms and conditions set forth herein, Seller agrees to sell
and Buyer agrees to purchase all of Seller's right, title, and interest in and to
or in any way pertaining to the Premises.
ARTICLE II. PURCHASE PRICE
§2.01 Amount of Purchase Price.
The purchase price for the Premises shall be No Dollars (the "Purchase
Price ") and Buyer's obligation to assume the maintenance of the Premises.
§2.02 Payment of Purchase Price.
The Purchase Price shall be payable to Seller at Closing by cash, cashier's
check, wire transfer of funds, or other form of immediately available United
States funds, and shall be subject to such prorations, credits, allowances, or
other adjustments as specifically provided for herein.
ARTICLE III. TITLE INSURANCE
§3.01 To the extent that Buyer elects to obtain title insurance for the Premises,
Buyer shall do so at Buyer's sole cost and expense and at no cost to Seller.
M:AIINI=111DAQ=I41]
§4.01 Deed.
Seller shall convey title to the Premises to Buyer by a quit claim deed.
Buyer will pay all the cost and expense of any transfer taxes, conveyance
fees, and /or recording fee if any, for the sale of the Premises to Buyer.
ARTICLE V. POSSESSION AND INSPECTION
§5.01 Possession at Recording.
As soon as the quit claim deed identified in Section 4.01 is recorded, Seller
shall deliver to Buyer full and exclusive possession of the Premises.
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§5.02 Inspection of the Premises.
For a period of ten (10) days from the Effective Date, Seller agrees that Buyer
or its representatives, agents, or contractors may enter upon the Premises at
reasonable times for the purpose of making any tests, audits, investigations,
and /or surveys desired or required by Buyer. This privilege shall include the
right to make surveys, soil tests, borings, percolation tests, and other tests to
obtain any relevant information necessary to determine subsurface,
topographic and drainage conditions and the suitability of the Premises for
development and use for Buyer's intended use. In the event Buyer elects to
enter upon the Premises or otherwise authorizes an agent or employee of
Buyer to enter upon the Premises for the purpose of making any tests, audits,
investigations and /or surveys as described above, Buyer shall restore the
Premises to substantially the condition the Premises was in prior to such
entry, and Buyer shall indemnify and hold Seller harmless from any cost,
liability, damages, claims or the like which may arise as a result of the same
including reasonable attorney fees and other costs of defense associated
therewith. Such obligation of indemnification shall survive the termination of
this Agreement and is herein sometimes referred to as an indemnification
obligation. Further, Buyer shall assure that any agent or employee of Buyer
that enters upon the Premises has a commercial general liability insurance
policy in place in a sum of not less than One Million Dollars ($1,000,000.00)
with a company of recognized responsibility naming Seller as an additional
insured thereunder.
Buyer shall at all times use commercially reasonable efforts to assure that
any agent, employee, representative, or contractor of Buyer that enters upon
the Premises shall do so in such a manner so as not to disturb the adjoining
or neighboring properties, including any tenants or occupants thereof.
ARTICLE VI. CLOSING AND BUYER'S ACKNOWLEDGMENT
§6.01 Recording Date.
The purchase and sale of the Premises as well as the recording of the quit
claim deed described in Section 4.01 shall occur on or before March 11, 2015
(the "Recording Date "), which Recording Date may be extended only by
mutual agreement of the parties.
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§6.02 Buyer's Acknowledgment.
BUYER ACKNOWLEDGES THAT BUYER IS PURCHASING THE
PREMISES IN AN "AS IS - WHERE IS" CONDITION AND WITHOUT ANY
WARRANTY WHATSOEVER, INCLUDING ANY WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR THE LIKE.
BUYER SPECIFICALLY ACKNOWLEDGES THAT, EXCEPT AS SET
FORTH HEREIN, SELLER HAS MADE NO REPRESENTATIONS OR
WARRANTIES RELATIVE TO THE PREMISES WHATSOEVER.
ARTICLE VII. TAXES, ASSESSMENTS AND UTILITY CHARGE
§7.01 Taxes, Assessments and Utility Charges.
Seller and Buyer acknowledge that Seller does not pay real estate taxes for
the Premises. To the extent that Seller is obligated to remit payment of
utilities; Seller shall do so up to the date of Closing.
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ARTICLE IX. INTENTIONALLY DELETED
ARTICLE X. BROKERS
§10.01 Brokerage Fees.
Buyer and Seller hereby represent and warrant to the other that each has not
engaged or dealt with any broker or agent in regard to this Agreement or to
the sale and purchase of the Premises contemplated hereby.
ARTICLE XI. NOTICES
§11.01 Notices.
Except as otherwise provided for oral or telephone communications in this
Agreement, any notice or other communication required or permitted to be
given under this Agreement shall be in writing and shall be given by one of
the following methods to such party or non -party at the addresses set forth at
the end of this section: (1) it may be sent by registered or certified United
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States mail, return receipt requested and postage prepaid, (2) it may be
delivered in person or by courier, (3) overnight delivery with a company of
recognized responsibility, or (4) by telefacsimile, provided the same is
followed by delivery pursuant to items (1) through (3) above. Any such notice
shall be deemed to have been given as follows: (i) when so mailed, as of the
calendar day on which it was mailed, and (ii) when delivered by any other
means, upon receipt. Any party or non -party may change its address for
notice by giving written notice thereof to the others. The addresses of Buyer
and Seller for notice initially shall be as follows:
If to Seller: Washington Township
6200 Eiterman Road
Dublin. Ohio 43016
With a copy to: Brian M. Zets, Esq.
Kerry T. Boyle, Esq.
Isaac Wiles Burkholder & Teetor, LLC
Two Miranova Place, Suite 700
Columbus, Ohio 43215
If to Buyer: The City of Dublin, Ohio
5200 Emerald Parkway
Dublin. Ohio 43017
With a copy to: Stephen J. Smith, Esq.
Jennifer D. Readler, Esq.
Frost Brown Todd, LLC
One Columbus — Suite 2300
Columbus, Ohio 43215
The respective attorney of each party may give notices on behalf of that party
under this Agreement with the same effect as though such notices were given
by the respective party.
ARTICLE XII. DAMAGE AND DESTRUCTION
§11.01 In the event the Premises is damaged or destroyed by fire or other casualty
prior to Closing, Buyer may either (i) by written notice given to Seller within
five (5) days after receipt of the notice from Seller of such damage or
destruction, elect to either terminate this Agreement; or (ii) proceed to Closing
and receive an assignment of any and all insurance proceeds applicable to
such damage and destruction. In the event the amount of casualty insurance
proceeds applicable to such damage is not known as of the Closing, Seller
shall execute such documents at closing, including proofs of loss an
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assignment of claims as is necessary to assure Buyer that it will receive all of
Seller's right, title, and interest in and to such insurance proceeds.
ARTICLE XII. MAINTENANCE, UPKEEP, AND PROGRAMMING
§12.01 Once transfer of the Property is complete and properly recorded with the
Franklin County Recorder's Office, the Buyer shall be solely responsible, at its
own cost, for the continued maintenance and upkeep of the Property.
§12.02 Once transfer of the Property is complete and properly recorded with the
Franklin County Recorder's Office, the City shall make the Property, and all
facilities located thereon, available to the Township at no cost so that the
Township may continue to provide all Township- administered park programs
and activities currently held on the Property until March 31, 2015, at no cost
to the Township or its residents.
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§13.01 Beginning January 1, 2015 and for the next ten (10) consecutive years
thereafter, the City shall keep, use, and maintain the Property as a public
park.
Fill : iIINIZD3DAKC 340
§14.01 Governing Law.
This instrument shall be governed by and construed in accordance with the
laws of the State of Ohio.
§14.02 Entire Agreement.
This instrument embodies the entire agreement between Seller and Buyer,
and there are no promises, representations, understandings, or agreements
between the parties which are not set forth herein.
§14.03 Survival.
The indemnification obligations contained in this Agreement shall survive
Closing. Furthermore, if this Agreement is terminated in accordance with any
of the terms and conditions set forth herein, Seller and Buyer shall continue to
be responsible for any costs and expenses which are Seller's or Buyer's
responsibility for payment under this Agreement.
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§14.04 Benefit.
This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
§14.05 Time of the Essence.
Whenever a time limit or a period is stated herein, the parties agree that the
time period so specified shall be deemed of the essence. Whenever it is
provided in this Agreement that days shall be counted, the first date to be
counted shall be the day following the date on which the event causing the
period to commence occurs. If the day for performance of any action
hereunder falls on a Saturday, Sunday or legal holiday in the State of Ohio,
then the time for performance shall be deemed extended to the next
succeeding business day.
§14.06 Miscellaneous.
The captions at the beginning of the several sections or paragraphs of this
Agreement are not part of the context hereof, but have been inserted only to
assist in locating and reading those sections or paragraphs and shall be
ignored in construing this Agreement.
Whenever used in this Agreement, the singular number shall include the
plural, the plural the singular, and the use of any gender shall include all
genders.
This Agreement may be executed in several counterparts, any one of which
shall be deemed the original.
All Exhibits identified in and attached to this Agreement or to be attached to
this Agreement as provided herein, are and shall be deemed incorporated
herein by reference
ARTICLE XV. EFFECTIVE DATE
§15.01 Effective Date.
The Effective Date of this Agreement shall be the later of the date of
execution of this Agreement by either Seller or Buyer.
{Signatures appear on next page]
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Seller:
The Township of Washington, Ohio
By:
Its:
Date Executed:
By:
Its:
Date Executed:
By:
Its:
Date Executed:
Approved as to form:
Brian M. Zets
Township Legal Counsel
Buyer:
The City of Dublin, Ohio
By:
Its:
Date Executed:
Jennifer D. Readler
Assistant City Law Director
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EXHIBIT "A"
[Upon completion, Exhibit "A" will contain a description of the Premises]
0127206.0607934 4829 - 6411- 2161v1
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