PURCHASE AGREEMENT
Children's World Learning Center
West ▇▇▇▇▇▇▇, Ohio
This AGREEMENT, entered into effective as of the 3rd of February,
2003.
l. PARTIES. Seller is AEI Real Estate Fund XV Limited
Partnership, a Delaware Limited Partnership which owns an
undivided 100% interest in the fee title to that certain real
property legally described in the attached Exhibit "A" (the
"Property"). Buyer is Wibberley Enterprises Limited, a Florida
Limited Partnership. Seller wishes to sell and Buyer wishes to
buy the Property.
2. PROPERTY. The Property to be sold to Buyer in this transaction
consists of an undivided 100% interest the Property. Seller
owns no interest in any personal property in connection with the
Property.
3. PURCHASE PRICE. The purchase price for this Property is
$1,300,000, all cash.
4. TERMS. The purchase price for the Property will be paid by
Buyer as follows:
(a) When this agreement is executed, Buyer will pay $50,000 to
Seller (which shall be deposited into escrow according to the
terms hereof) (the "First Payment"). The First Payment will be
credited against the purchase price when and if escrow closes and
the sale is completed.
(b) Buyer will deposit the balance of the purchase price,
$1,250,000 (the Second Payment") into escrow in sufficient time
to allow escrow to close on the closing date.
5. CLOSING DATE. Escrow shall close thirty days after the due
diligence period.
6. DUE DILIGENCE. Buyer will have until the expiration of thirty
days from the effective date hereof to conduct a site inspection
of the Property ("Site Inspection Period"). Buyer agrees to
indemnify and hold Seller harmless for any loss or damage to the
Property or persons caused by Buyer or its agents arising out of
such physical inspections of the Property. Subject to Paragraph
16 hereof, unless Buyer shall terminate this Agreement in writing
prior to the expiration of the Site Inspection Period, this site
inspection contingency to Buyer's obligations hereunder shall be
deemed satisfied. Buyer agrees to indemnify and hold Seller
harmless for any loss or damage to the Property or persons caused
by Buyer or its agents arising out of such physical inspections
of the Property.
Buyer will have until the expiration of thirty days (The "Review
Period") after delivery of each of following items, to be
supplied by Seller, to conduct all of its other inspections and
due diligence and satisfy itself regarding each item, the
Property, and this transaction.
(a) One copy of a title insurance commitment for an Owner's
Title insurance policy (see paragraph 8 below).
(b) A copy of a Certificate of Occupancy or other such document
certifying completion and granting permission to permanently
occupy the improvements on the Property as are in Seller's
possession.
(c) A copy of an "as built" survey of the Property done
concurrent with Seller's acquisition of the Property, if in
Seller's possession.
(d) A copy of any Phase I Environmental Report on the Property,
if in Seller's possession.
(e) Lease (as further set forth in paragraph 11(a) below) of the
Property showing occupancy date, lease expiration date, rent,
accompanied by such tenant financial statements as may have been
provided most recently to Seller by the Tenant.
Buyer may cancel this agreement for ANY REASON in its sole
discretion by delivering a cancellation notice, return receipt
requested, to Seller and escrow holder before the expiration of
the Review Period. Such notice shall be deemed effective only
upon receipt by Seller. If this Agreement is not cancelled as set
forth above, the First Payment shall be non-refundable unless
Seller shall default hereunder.
If Buyer cancels this Agreement as permitted under this
Section, except for any escrow cancellation fees and any
liabilities under the first paragraph of section 6 of this
Agreement (which will survive), Buyer (after execution of such
documents reasonably requested by Seller to evidence the
termination hereof) shall be returned its First Payment, and
Buyer will have absolutely no rights, claims or interest of any
type in connection with the Property or this transaction,
regardless of any alleged conduct by Seller or anyone else.
Unless this Agreement is canceled by Buyer pursuant to the
terms hereof, if Buyer fails to make the Second Payment, Seller
shall be entitled to retain the First Payment and Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller may, at its option, retain the First Payment and declare
this Agreement null and void, in which event Buyer will be deemed
to have canceled this Agreement and relinquish all rights in and
to the Property, or Seller may exercise its rights under Section
14 hereof. If this Agreement is not canceled and the First
Payment and the Second Payment are made when required, all of
Buyer's conditions and contingencies will be deemed satisfied.
7. ESCROW. Escrow shall be opened by Seller and funds deposited
in escrow upon acceptance of this Agreement by both parties. The
escrow holder will be a nationally-recognized escrow company
selected by Seller. A copy of this Agreement will be delivered to
the escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its rights
and duties. If there is any conflict between these other
instructions and this Agreement, this Agreement will control.
8. TITLE. Closing will be conditioned on the agreement of a
nationally recognized title company selected by Seller to issue
an Owner's policy of title insurance, dated as of the close of
escrow, in an amount equal to the purchase price, insuring that
Buyer will own insurable title to the Property subject only to:
the title company's standard exceptions; current real property
taxes and assessments; survey exceptions; the rights of parties
in possession pursuant to the lease defined in paragraph 11
below; all matters of public record; and other items disclosed to
Buyer during the Review Period.
Buyer shall be allowed five (5) days after receipt of said
commitment for examination and the making of any objections to
marketability thereto, said objections to be made in writing or
deemed waived. If any objections are so made, the Seller shall
be allowed sixty (60) days to make such title marketable or in
the alternative to obtain a commitment for insurable title
insuring over Buyer's objections. If Seller shall decide to make
no efforts to make title marketable, or is unable to make title
marketable or obtain insurable title, Buyer's First Payment will
be returned (after execution by Buyer of such documents
reasonably requested by Seller to evidence the termination
hereof) and this Agreement shall be null and void and of no
further force and effect. Seller has no obligation to spend any
funds or make any effort to satisfy Buyer's objections, if any.
Pending satisfaction of Buyer's objections, the payments
hereunder required shall be postponed, but upon satisfaction of
Buyer's objections and within ten (10) days after written notice
to the Buyer of satisfaction of Buyer's objections, the parties
shall perform this Agreement according to its terms.
9. CLOSING COSTS. Buyer shall pay up to 1.5 percent of the
Purchase Price toward closing costs, which shall include escrow
fees, all recording fees, transfer taxes and clerk's fees imposed
upon the recording of the deed, the cost of the title commitment,
the cost of an update to the Survey in Sellers possession (if an
update is required by Buyer), and the cost of issuing a Standard
Owners Title Insurance Policy in the full amount of the purchase
price, if Buyer shall decide to purchase the same. Seller shall
pay any Closing Costs in excess of 1.5 percent of the Purchase
Price, and any brokerage commissions payable to Brokers engaged
by Seller. Each party will pay its own attorney's fees and costs
to document and close this transaction.
10. REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.
(a) Because the Property is subject to a triple net lease
(as further set forth in paragraph 11(a)(i), the parties
acknowledge that there shall be no need for a real estate
tax proration. However, Seller warrants that all real
estate taxes and installments of special assessments due and
payable in all years prior to the year of Closing have been
paid in full. Unpaid real estate taxes and unpaid levied
and pending special assessments existing on the date of
Closing shall be the responsibility of Buyer, pro-rated,
however, to the date of closing for the period prior to
closing. Taxes and special assessments prior to closing
shall be the responsibility of Seller, if Tenant shall not
pay the same. Buyer shall likewise pay all taxes due and
payable in the year after Closing and any unpaid
installments of special assessments payable therewith and
thereafter, if such unpaid levied and pending special
assessments and real estate taxes are not paid by any tenant
of the Property.
(b) All income and all operating expenses from the Property
shall be prorated between the parties and adjusted by them
as of the date of Closing. Seller shall be entitled to all
income earned and shall be responsible for all expenses
incurred prior to the date of Closing, and Buyer shall be
entitled to all income earned and shall be responsible for
all operating expenses of the Property incurred on and after
the date of closing.
11. SELLER'S REPRESENTATION AND AGREEMENTS.
(a) Seller represents and warrants as of this date that:
(i) Except for the Lease Agreement in existence between AEI Real
Estate Fund XV Limited Partnership (as Lessor) and ARAMARK
Educational Resources, Inc. (as Tenant), dated July 14, 1999, and
amended on September 23, 1999 (the "Lease"), Seller is not aware
of any leases of the Property.
(ii) It is not aware of any pending litigation or condemnation
proceedings against the Property or Seller's interest in the
Property.
(iii)Except as previously disclosed to Buyer and as
permitted in paragraph (b) below, Seller has not executed any
contracts that would be binding on Buyer after the closing date.
(b) Provided that Buyer performs its obligations when
required, Seller agrees that it will not enter into any new
contracts that would materially affect the Property and be
binding on Buyer after the Closing Date without Buyer's
prior consent, which will not be unreasonably withheld.
12. DISCLOSURES.
(a) Seller has not received any notice of any material,
physical, or mechanical defects of the Property, including
without limitation, the plumbing, heating, air conditioning,
ventilating, and electrical systems. To the best of Seller's
knowledge without inquiry, all such items are in good
operating condition and repair and in compliance with all
applicable governmental, zoning, and land use laws,
ordinances, regulations and requirements. If Seller shall
receive any notice to the contrary prior to Closing, Seller
will inform Buyer prior to Closing.
(b) Seller has not received any notice that the use and
operation of the Property is not in full compliance with
applicable building codes, safety, fire, zoning, and land
use laws, and other applicable local, state and federal
laws, ordinances, regulations and requirements. If Seller
shall receive any notice to the contrary prior to Closing,
Seller will inform Buyer prior to Closing.
(c) Seller knows of no facts nor has Seller failed to
disclose to Buyer any fact known to Seller which would
prevent the Tenant from using and operating the Property
after the Closing in the manner in which the Property has
been used and operated prior to the date of this Agreement.
If Seller shall receive any notice to the contrary prior to
Closing, Seller will inform Buyer prior to Closing.
(d) Seller has not received any notice that the Property is
in violation of any federal, state or local law, ordinance,
or regulations relating to industrial hygiene or the
environmental conditions on, under, or about the Property,
including, but not limited to, soil, and groundwater
conditions. To the best of Seller's knowledge, there is no
proceeding or inquiry by any governmental authority with
respect to the presence of Hazardous Materials on the
Property or the migration of Hazardous Materials from or to
other property. Buyer agrees that Seller will have no
liability of any type to Buyer or Buyer's successors,
assigns, or affiliates in connection with any Hazardous
Materials on or in connection with the Property either
before or after the Closing Date, except such Hazardous
Materials on or in connection with the Property arising out
of Seller's gross negligence or intentional misconduct. If
Seller shall receive any notice to the contrary prior to
Closing, Seller will inform Buyer prior to Closing.
(e) BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY
IN ITS THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER
HAS NO OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS
THEREON OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY,
EXCEPT AS EXPRESSLY PROVIDED HEREIN.
(F) BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE
OPPORTUNITY TO INSPECT THE PROPERTY AND SUCH FINANCIAL
INFORMATION ON THE LESSEE AND GUARANTORS OF THE LEASE AS
BUYER OR ITS ADVISORS SHALL REQUEST, IF IN SELLER'S
POSSESSION, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION
OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY
SELLER OR TO BE PROVIDED EXCEPT AS SET FORTH HEREIN. BUYER
FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE
PROVIDED BY SELLER WITH RESPECT TO THE PROPERTY, TO THE
LESSEE, AND TO THE GUARANTORS OF LEASE WAS OBTAINED FROM A
VARIETY OF SOURCES AND SELLER NEITHER (A) HAS MADE
INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
INFORMATION, OR (B) MAKES ANY REPRESENTATIONS AS TO THE
ACCURACY OR COMPLETENESS OF SUCH INFORMATION EXCEPT AS
HEREIN SET FORTH. THE SALE OF THE PROPERTY AS PROVIDED FOR
HEREIN IS MADE ON AN "AS IS" BASIS, AND BUYER EXPRESSLY
ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS OF
SELLER HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN IN
PARAGRAPH 11(A) AND (B) ABOVE AND THIS PARAGRAPH 12, SELLER
MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, OR
ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO,
ANY WARRANTY OF CONDITION, HABITABILITY, TENANTABILITY,
SUITABILITY FOR COMMERCIAL PURPOSES, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE, IN RESPECT OF THE
PROPERTY.
The provisions (d) - (f) above shall survive Closing.
13. CLOSING.
(a) Before the closing date, Seller will deposit into
escrow an executed special warranty deed warranting title against
lawful claims by, through, or under a conveyance from Seller, but
not further or otherwise, conveying insurable title of the
Property to Buyer, subject to the exceptions contained in
paragraph 8 above. Seller will also deliver an Estoppel
Certificate certified by Seller (or if available, by Lessee) as
to the absence of known defaults by Lessee and Lessor under the
Lease.
(b) On or before the closing date, Buyer will deposit into
escrow: the balance of the Purchase Price when required under
Section 4; any additional funds required of Buyer (pursuant to
this agreement or any other agreement executed by Buyer) to close
escrow. Both parties will deliver to the escrow holder any other
documents reasonably required by the escrow holder to close
escrow.
(c) On the closing date, if escrow is in a position to
close, the escrow holder will: record the deed in the
official records of the county where the Property is
located; cause the title company to commit to issue the
title policy; immediately deliver to Seller the portion of
the purchase price deposited into escrow by cashier's check
or wire transfer (less debits and prorations, if any);
deliver to Seller and Buyer a signed counterpart of the
escrow holder's certified closing statement and take all
other actions necessary to close escrow.
14. DEFAULTS. If Buyer defaults, Buyer will forfeit all rights
and claims and Seller will be relieved of all obligations and
will be entitled to retain all monies heretofore paid by the
Buyer. In addition, Seller shall retain all remedies available to
Seller at law or in equity.
If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim, action or proceeding of any type in connection with the
Property or this or any other transaction involving the Property,
and will not do anything to affect title to the Property or
hinder, delay or prevent any other sale, lease or other
transaction involving the Property (any and all of which actions
by Buyer shall be null and void), UNLESS: Buyer has paid the
First Payment, deposited the balance of the Second Payment for
the Purchase Price into escrow, performed all of its other
obligations and satisfied all conditions under this Agreement,
and unconditionally notified Seller that it stands ready to
tender full performance, purchase the Property and close escrow
as per this Agreement, regardless of any alleged default or
misconduct by Seller. Provided, however, that in no event shall
Seller be liable for any punitive, consequential or speculative
damages arising out of any default by Seller hereunder.
15. BUYER'S REPRESENTATIONS AND WARRANTIES.
a. Buyer represents and warrants to Seller as follows:
(i) In addition to the acts and deeds recited herein and
contemplated to be performed, executed, and delivered by
Buyer, Buyer shall perform, execute and deliver or cause to
be performed, executed, and delivered at the Closing or
after the Closing, any and all further acts, deeds and
assurances as Seller or the Title Company may require and be
reasonable in order to consummate the transactions
contemplated herein.
(ii) Buyer has all requisite power and authority to
consummate the transaction contemplated by this Agreement
and has by proper proceedings duly authorized the execution
and delivery of this Agreement and the consummation of the
transaction contemplated hereby.
(iii) To Buyer's knowledge, neither the execution and
delivery of this Agreement nor the consummation of the
transaction contemplated hereby will violate or be in
conflict with (a) any applicable provisions of law, (b) any
order of any court or other agency of government having
jurisdiction hereof, or (c) any agreement or instrument to
which Buyer is a party or by which Buyer is bound.
16. DAMAGES, DESTRUCTION AND EMINENT DOMAIN.
(a) If, prior to closing, the Property or any part thereof
be destroyed or further damaged by fire, the elements, or
any cause, due to events occurring subsequent to the date of
this Agreement to the extent that the cost of repair exceeds
$10,000.00, this Agreement shall become null and void, at
Buyer's option exercised, if at all, by written notice to
Seller within ten (10) days after Buyer has received written
notice from Seller of said destruction or damage. Seller,
however, shall have the right to adjust or settle any
insured loss until (i) all contingencies set forth in
Paragraph 6 hereof have been satisfied, or waived; and (ii)
any ten-day period provided for above in this Subparagraph
16a for Buyer to elect to terminate this Agreement has
expired or Buyer has, by written notice to Seller, waived
Buyer's right to terminate this Agreement. If Buyer elects
to proceed and to consummate the purchase despite said
damage or destruction, there shall be no reduction in or
abatement of the purchase price, and Seller shall assign to
Buyer the Seller's right, title, and interest in and to all
insurance proceeds (pro-rata in relation to the Property)
resulting from said damage or destruction to the extent that
the same are payable with respect to damage to the Property,
subject to rights of any Tenant of the Property.
If the cost of repair is less than $10,000.00, Buyer shall
be obligated to otherwise perform hereinunder with no
adjustment to the Purchase Price, reduction or abatement,
and Seller shall assign Seller's right, title and interest
in and to all insurance proceeds pro-rata in relation to the
Property, subject to rights of any Tenant of the Property.
(b) If, prior to closing, the Property, or any part
thereof, is taken by eminent domain, this Agreement shall
become null and void, at Buyer's option. If Buyer elects to
proceed and to consummate the purchase despite said taking,
there shall be no reduction in, or abatement of, the
purchase price, and Seller shall assign to Buyer the
Seller's right, title, and interest in and to any award
made, or to be made, in the condemnation proceeding pro-rata
in relation to the Property, subject to rights of any Tenant
of the Property.
In the event that this Agreement is terminated by Buyer as
provided above in Subparagraph 16a or 16b, the First Payment
shall be immediately returned to Buyer (after execution by Buyer
of such documents reasonably requested by Seller to evidence the
termination hereof.)
17. BUYER'S 1031 TAX FREE EXCHANGE.
While Seller acknowledges that Buyer is purchasing the
Property as "replacement property" to accomplish a tax free
exchange, Buyer acknowledges that Seller has made no
representations, warranties, or agreements to Buyer or Buyer's
agents that the transaction contemplated by the Agreement will
qualify for such tax treatment, nor has there been any reliance
thereon by Buyer respecting the legal or tax implications of the
transactions contemplated hereby. Buyer further represents that
it has sought and obtained such third party advice and counsel as
it deems necessary in regards to the tax implications of this
transaction.
Buyer wishes to novate/assign the ownership rights and
interest of this Purchase Agreement to ▇▇▇▇▇ ▇▇▇▇ CPA, a tax free
exchange intermediary who will act as Accommodator to perfect the
1031 exchange by preparing an agreement of exchange of Real
Property whereby ▇▇▇▇▇ ▇▇▇▇, CPA, a tax free exchange
intermediary will be an independent third party purchasing the
ownership interest in subject property from Seller and selling
the ownership interest in subject property to Buyer under the
same terms and conditions as documented in this Purchase
Agreement. Buyer asks the Seller, and Seller agrees to cooperate
in the perfection of such an exchange if at no additional cost or
expense to Seller or delay in time. Buyer hereby indemnifies and
holds Seller harmless from any claims and/or actions resulting
from said exchange. Pursuant to the direction of ▇▇▇▇▇ ▇▇▇▇,
CPA, a tax free exchange intermediary, Seller will deed the
property to Buyer.
18. CANCELLATION
If any party elects to cancel this Agreement because of any
breach by another party or because escrow fails to close by the
agreed date, the party electing to cancel shall deliver to escrow
agent a notice containing the address of the party in breach and
stating that this Agreement shall be cancelled unless the breach
is cured within 13 days following the delivery of the notice to
the escrow agent. Within three days after receipt of such
notice, the escrow agent shall send it by United States Mail to
the party in breach at the address contained in the Notice and no
further notice shall be required. If the breach is not cured
within the 13 days following the delivery of the notice to the
escrow agent, this Agreement shall be cancelled.
19. MISCELLANEOUS.
(a) This Agreement may be amended only by written agreement
signed by both Seller and Buyer, and all waivers must be in
writing and signed by the waiving party. Time is of the
essence. This Agreement will not be construed for or
against a party whether or not that party has drafted this
Agreement. If there is any action or proceeding between the
parties relating to this Agreement the prevailing party will
be entitled to recover attorney's fees and costs. This is
an integrated agreement containing all agreements of the
parties about the Property and the other matters described,
and it supersedes any other agreements or understandings.
Exhibits attached to this Agreement are incorporated into
this Agreement.
(b) If this escrow has not closed by March 15, 2003 through
no fault of Seller, Seller may either, at its election,
extend the closing date or exercise any remedy available to
it by law, including terminating this Agreement.
(c) Funds to be deposited or paid by Buyer must be good and
clear funds in the form of cash, cashier's checks or wire
transfers.
(d) All notices from either of the parties hereto to the
other shall be in writing and shall be considered to have
been duly given or served if sent by first class certified
mail, return receipt requested, postage prepaid, or by a
nationally recognized courier service guaranteeing overnight
delivery to the party at his or its address set forth below,
or to such other address as such party may hereafter
designate by written notice to the other party.
If to Seller:
AEI Real Estate Fund XV Limited Partnership
1300 Minnesota World Trade Center
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Buyer:
Wibberley Enterprises Limited
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
When accepted, this offer will be a binding agreement for
valid and sufficient consideration which will bind and benefit
Buyer, Seller and their respective successors and assigns. Buyer
is submitting this offer by signing a copy of this offer and
delivering it to Seller. Seller has five (5) business days from
receipt within which to accept this offer.
This Agreement shall be governed by, and interpreted in
accordance with, the laws of the state of Ohio.
IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.
BUYER: Wibberley Enterprises Limited
By: /s/ ▇▇▇▇▇▇▇ Wibberley_______
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, General Partner
SELLER: AEI Real Estate Fund XV Limited Partnership, a Delaware
limited partnership
By: AEI Fund Management 86-A, Inc., a Minnesota corporation,
its corporate general partner
By: _/s/ ▇▇▇▇▇▇ ▇. Johnson___________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, its President
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
Exhibit "A"
SITUATED IN THE STATE OF OHIO, COUNTY OF FRANKLIN, PARTIALLY IN
THE CITY OF WESTERVILLE, AND PARTIALLY IN THE TOWNSHIP OF
BLENDON, IN QUARTER TOWNSHIP 1, ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇ MILITARY LANDS, AND BEING PORTIONS OF A 1.9627 ACRE
TRACT OF LAND AND A 2.3819 ACRE TRACT OF LAND, BOTH CONVEYED TO
▇▇▇▇ ▇. AND ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ BY DEED OF RECORD IN DEED BOOK
3601, PAGE 508, RECORDER'S OFFICE, FRANKLIN COUNTY, OHIO, AND
BOUNDED AND DESCRIBED AS FOLLOWS:
COMMENCING AT A RAILROAD SPIKE SET IN THE CENTERLINE OF SUNBURY
ROAD (60 FEET WIDE), AT THE NORTHEAST CORNER OF SAID 2.3819 ACRE
TRACT AND AT THE SOUTHEAST CORNER OF COLLEGE ACRES SUBDIVISION,
AS SHOWN ON RECORD IN PLAT BOOK 54, PAGE 94, RECORDER'S OFFICE,
FRANKLIN COUNTY, OHIO;
THENCE NORTH 85 DEG. 00' 00" WEST, 58.14 FEET ALONG THE NORTH
LINE OF SAID 2.319 ACRE TRACT TO THE WESTERLY LINE OF AN 0.816
ACRE TRACT CONVEYED TO THE FRANKLIN COUNTY COMMISSIONERS BY
WARRANTY DEED RECORDED IN OFFICIAL RECORDS VOLUME 5824, PAGE H-
13, FRANKLIN COUNTY RECORDER'S OFFICE;
THENCE ALONG THE WESTERLY LINE OF SAID 0.816 ACRE TRACT, SOUTH 25
DEG. 54' 49" WEST, 40.73;
THENCE CONTINUING ALONG THE WESTERLY LINE OF SAID 0.816 ACRE
TRACT AND ON A CURVE TO THE LEFT, 122.89 FEET, SAID CURVE HAVING
A RADIUS OF 4.490 FEET AND A CHORD OF 122.89 FEET, BEARING SOUTH
24 DEG. 58' 48" WEST;
THENCE CROSSING SAID 2.3819 ACRE TRACT AND A PORTION OF SAID
1.9627 ACRE TRACT BY THE FOLLOWING TWO COURSES;
1. NORTH 64 DEG. 44' 30" WEST, 53.36 FEET
2. NORTH 85 DEG. 00' 00" WEST, 212.04 FEET TO THE SOUTHWEST
CORNER OF THE TRACT HEREIN DESCRIBED AND THE EASTERLY LINE OF A
1.429 ACRE TRACT CONVEYED TO KINDER-CARE LEARNING CENTER BY DEED
RECORDED IN OFFICIAL RECORDS VOLUME 419, PAGE J-18, FRANKLIN
COUNTY RECORDER'S OFFICE;
THENCE NORTH 5 DEG. 00' 00" EAST, CROSSING A PORTION OF SAID
1.927 ACRE TRACT, A DISTANCE OF 135.00 FEET TO AN IRON PIN SET IN
THE NORTH LINE OF SAID 1.9627 ACRE TRACT, AND IN THE SOUTH LINE
OF SAID COLLEGE ACRES SUBDIVISION;
THENCE SOUTH 85 DEG. 00' 00" EAST, ALONG A PORTION OF THE NORTH
LINE OF SAID 1.9627 ACRE TRACT, ALONG THE NORTH LINE OF SAID
2.3819 ACRE TRACT AND ALONG A PORTION OF THE SOUTH LINE OF SIAD
COLLEGE ACRES SUBDIVISION, A DISTANCE OF 318.60 FEET TO THE TRUE
PLACE OF BEGINNING, CONTAINING 0.921 ACRES OF LAND, MORE OR LESS,
AND BEING SUBJECT TO ALL EASEMENTS AND RIGHTS-OF-WAY OF RECORD.
INCLUDED IN THIS DEED IS A PERPETUAL INGRESS, EGRESS EASEMENT FOR
THE BENEFIT OF THE HEREIN DESCRIBED PROPERTY AND THE ABUTTING
PROPERTY DESCRIBED AS FOLLOWS:
DESCRIPTION OF A 25 FOO WIDE INGRESS, EGRESS EASEMENT;
BEGINNING AT A POINT ON THE SOUTHERLY LINE OF THE ABOVE DESCRIBED
0.921 ACRE TRACT, SAID BEGINNING POINT BEING 175.95 FEET FROM THE
SOUTHWEST CORNER OF SAID 0.921 ACRE TRACT; THENCE NORTH 25 DEG.
15' 30" EAST, 25.00 FEET; THENCE SOUTH 64 DEG. 44' 30" EAST,
87.22 FEET TO THE WESTERLY RIGHT-OF-WAY LINE OF SUNBURY ROAD,
ALSO BEING THE WESTERLY LINE OF A 0.816 ACRE TRACT CONVEYED TO
THE FRANKLIN COUNTY COMMISSIONERS BY WARRANTY DEED RECORDED IN
OFFICIAL RECORDS VOLUME 5824, PAGE H-13, FRANKLIN COUNTY
RECORDER'S OFFICE; THENCE ALONG SAID WESTERLY LINE AND ON A CURVE
TO THE LEFT, 25.00 FEET, SAID CURVE HAVING A RADIUS OF 4.490 AND
A CHORD OF 25.00 FEET, SAID CURVE HAVING A RADIUS OF 4.490 AND A
CHORD OF 25.00 FEET, BEARING SOUTH 24 DEG. 58' 3" WEST; THENCE
NORTH 64 DEG. 44' 30" WEST, 87.34 FEET TO THE POINT OF BEGINNING,
CONTAINING APPROXIMATELY 0.060 ACRES, MORE OR LESS.