~tQ'/, Qt\\0 City of Troy us~

TROY CITY COUNCIL COMMITTEE MEETING NOTICE

COUNCIL CHAMBERS, CITY HALL 100 S. MARKET STREET, TROY, OHIO

REVISED 6-26-20 7 5 TO ADD A COMMITTEE

Monday, June 29,2015, 6:00pm

Buildings Committee (Snee [Chm.], Oda, Phillips)

1. Provide a recommendation to Council regarding: A. Loan in the amount of $850,000 to Troy Community Works from the DBR Revolving Loan Fund

to provide funding assistance for the applicant to purchase and renovate the property at 1 - 3 East Main Street based on the terms as recommended by the Downtown Loan Committee.

B. That legislation includes deviating from the DBR Guidelines of a loan amount exceeding $100,000.

Consideration of emergency legislation is requested so that the loan can be closed in a timely manner.

Community & Economic Development Committee (Twiss [Chm.], Kendall, Schweser)

1. Provide a recommendation to Council regarding approving the Story-Point Plat Record Plan. This is the senior living facility located off Towne Park Drive. The Troy Planning Commission has recommended approval. Please note that information includes a request from the developer to suspend the three readings.

Other Committees/items may be added.

6 23 2015 Rev. 6-26-2015

cc: Council Mayor Mr. Titterington Mr. Livingston Mr. Stickel Department Heads Chamber of Commerce Bd of Education media

BUILDINGS

COMMITTEE

~tQ'/, Q'(\\Q City of Troy Patrick E. J. Titterington I - - - . . . -

us~ 100 S. Market Street P. 0. Box 3003 Troy, Ohio 45373 www.troyohio.gov phone: (937) 335-1725 fax: (937) 339-8601 patrick. titterington@troyohio.gov

MEMORANDUM

TO: FROM: DATE:

Mrs. Baker, President of cotfJ.il Patrick E. J. Titterington rM June 19, 2015

SUBJECT: DOWNTOWN BUILDING REPAIR REVOLVING LOAN - 1 - 3 E. MAIN STREET FOR TROY COMMUNITY WORKS

RECOMMENDATION: That an $850,000 loan is approved by Council from the Downtown Building Repair Revolving Loan Fund (DBR) to Troy Community Works towards the purchase and repair of the building at 1-3 East Main Street. BACKGROUND: Troy Community Works submitted an application for a DBR loan for $850,000 for the purchase of the property located at 1-3 East Main Street (aka the Saidleman Building or David's Shoes). The Downtown Loan Committee (DLC) met on June 17 to review the attached application. The building is currently vacant. It has a prominent location on the Public Square, but currently needs extensive work. The public purpose for this DBR loan is to assist with the re-occupancy and revitalization of a deteriorating vacant building located in the downtown historic district. Troy Community Works is a non-profit community development corporation with a mission focus on rehabilitating buildings in Downtown Troy. Using loan proceeds, Troy Community Works would acquire the building and make much-needed basic improvements, such as roof and fac;:ade repairs, following CDBG requirements. As there are later tenants for the building, interior spaces would be fitted out based on the needs of those tenants. Such later work will be done as leasehold improvements by the tenants and/or Troy Community Works as funding is available.

After considerable discussion, the DLC is recommending to Council that a loan be approved to Troy Community Works related to the purchase and repair of the building at 1 - 3 East Main Street based on the following terms and conditions:

e $850,000 loan to TCW to purchase and rehab the building located at 1-3 E. Main Street. e Conventional 30 year loan deferred for five years at 0% during the construction period of the

loan. e One-fifth or 20% of the loan will be forgiven at the end of each year until a 0 balance, on the

condition that by the end of year five or earlier, the building rehab includes all three floors ready for occupancy.

e If the condition is not met, the remaining balance of the loan will convert to a 3%, 25 year term loan.

e Collateral: 1st position lien on the building.

Page Two

It is noted that this loan structure departs from the adopted DBR Guidelines in that the loan amount exceeds $100,000. With a fund balance in excess of $855,000, the loan fund can accommodate this loan. While the the fund balance would be nearly depleted by this loan, it is noted that this loan opportunity also comes at a good time for the Troy DBR program because of changes recently made to CDBG rules by the Ohio Development Services Agency's Office of Community Development (OCD). Using Troy's CDBG Program Income funds for this proj ect will prevent their being recaptured by OCD for use in its other programs. As loans are repaid, those monies will be retained by the City and are then available for other applicants.

REQUESTED ACTION: It would be appreciated if you would assign to a Committee of Council:

Consideration of a loan in the amount of $850,000 from the DBR Revolving Loan Fund to provide funding assistance for the applicant to purchase and renovate the property at 1 - 3 East Main Street based on the terms as recommended by the Downtown Loan Committee. We also ask for consideration of emergency legislation so that the loan can be closed in a timely manner.

That legislation includes deviating from the DBR Guidelines of a loan amount exceeding $100,000.

encl. cc: Mayor Beamish

Mr. Dando Mr. Harris

~tQ'/, Q'(\\0 City of Troy us~

Date: To: From:

June 18, 2015 Patrick Titterington, Director of Public Service and Safety (IN-Jim Dando, Development Director

TROY COMMUNITY WORKS

June 12, 2015

Mr. James Dando Development Director- City of Troy, Ohlo 100 South Market Street Troy, Ohio 45373

Dear Mr. Dando,

Troy Community Works (TCW) is pleased to submit an application through the Downtown Building Repair Loan Program for the purchase and redevelopment of the Coleman-Saidleman property at 1 East Main Street. The 1850's era building is listed within the National Register of Historic Places and represents a highly visible community asset in need of historic redevelopment. This project requires much-needed financial investment to revitalize and preserve as a key historic landmark on the Northeast cotner of the City's Public Square.

The TCW Board of Directors identified this project as an ideal compliment to the successful revitalization work recently completed at 221 East Main Street (The East Gate Building). TCW has the demonstrated experience and the organizational mission to successfully manage this rehab project, particularly when navigating through state requirements. Upon completion of this rehab project, TCW will have the opportunity to use net proceeds to support future Downtown Troy revitalization projects.

Troy Community Works is requesting a defel1'ed forgivable loan of$850,000, at 0% interest rate over a five year petiod. Although this figure does not represent total rehab costs, it does cover the purchase, exterior and the initial interior costs of the project However, no decisions can be made until the results of an architect's feasibility study are obtained.

We hope this application meets both the spirit and intent of TCW' s ability as a community partner to rehab this downtown historic treasure. Should you or the Downtown Loan Committee have any questions or need additional information, please don't hesitate to contact me.

Thank you for your consideration of this application.

Rich Dinsmore President, Board of Directors 317-532-7695 or rich.dinsinore@gn1ajl.c01n Attachments: DBR Application

Basic Cost Estimate East Gate Project Description & Sip, Savor, Share Brochure TCW Board Member Bio Descriptions & Other Committees Building Purchase Agreement

CITY OF TROY

DOWNTOWN BUSINESS BUILDING REP AIR LOAN PROGRAM

APPLICATION for LOAN FUNDS

APPLICANT/BORROWER CO-APPLICANT/CO-BORROWER

Full Name ---=T..:..::ro=-..~-v--=C=--=o:..=::m=m=I=m=ity........___,_W:.._::o=-=rk=s'-'-! __ Full Name ------------------------------

BIN# 26-1535401 EIN#

Address of Residence _____ __,2=2~1 -=E~. M=a=in::......:S"-"ti=-=e:.=-et::__ ____________________________ _

City/State/Zip Code Troy, OH 45373

Telephone (937) 216-0313 Fax ___________________ __

E-Mail (optional) rich.dinsmore@gmaiJ.com

LOAN INFORMATION

City DBR Request =$-=8-"'--50"'-"'-=--00::....::0:.....__ _________________ _

Total Project Cost =$-=8-"'--50"'-"'-=--00::....::0:.....__ ___________ _

Purpose of Loan Purchase and rehab the Stewart and Marilyn Lipp building, a vacant historic commercial

property located at 1 E. Main Street Downtown Pub1ic Square.

Source of Funds for Repayment _N~A,___ ____________________________ _

Proposed Collateral/Security for Loan First position lien on subject propet1y

Estimated Equity Value of Collateral/Security $199,900 I $850,000 after project completion

Source( s) of Other Funds

Present Commercial Borrowing =----=0:.....__ ________________ _

BUSINESS INFORMATION

Name of Business Troy Community Works!

Address of Business 221 E. Main Street

City/State/Zip Code Troy, OH 45373

Telephone (937) 216-0313 Fax ___________________ __

E-Mail (optional) rich.dinsmore@gmail.c.om

Business Legal Status: Sole Proprietorship ___ _ Corporation ___ _

Pat1nership ___ _ Other (state) Non-Profit 501(c)3

Years in Operation_--=E=igl=1t~------ Federal Tax ID 26-1535401

Business Borrowing Resolution Required?

SOURCE AND USE OF FUNDS

Fayade Improvements

Interior Rehab of Code Violations

Interior Rehab (Non-code Violations)*

Acquisition ofReal Estate

Other (List Below)

Pre-Development I Operating

TOTALS:

...___.::.X~_ Yes

TroyDBR

$300,000

$300,000

$199,900

$50,100

$850,000

* -Not Eligib1e for Troy Downtown Business Repair RLF dollars.

___ No

Other Equity

REAL ESTATE OWNED (principal residence and any other real estate)

Address Market Value Mortgage Balance

221 E. Main Street (East Gate Building) $300,000 $175,200

PROPERTYINSURANCECOVERAGEFORSUBJECTPROPERTY

Name and Address of Local Insurance Agent Wolfenbarger Insurance Agency LLC

1572 Allentown Rd, Lima, OH 45805

Policy# __________ _ Amount of Coverage ______________ _

-------------------------- ... -------------------------------------------------------------------------------------------------------------

ATTACHMENTS

Please check those that are attached and/or provide an explanation or status of attachment:

Cost Estimates/Contracts X

Construction Plans/Drawings

Troy Historic District Review X

Personal Financial Statement

Business Financial Statement

Property Deed

Lease Agreement

Other (List)

Purchase Agreement X Basic Cost Estimate East Gate Project Description & Sip, Savor, Share Brochure TCW Board Bio Description & Committees

CERTIFICATION OF APPLICANT(S)

Please read the following statement. If you do not understand any part of it or have any questions about what you are being asked to sign, please ask someone from Troy Main Street or the City of Troy's Planning and Development Department to help you. Each applicant must sign below. Should any information on this application be found to be false or incomplete, such findings may be grounds for denial of the requested assistance.

I (we) certify that all information in this application is true and complete to the best of my (our) knowledge and belief. I (we) understand this infonnation is subject to verification.

I (we) understand that the personal fmancial information contained in this application is necessary for evaluation of my (our) application for assistance. This information, however, will remain confidential and will not be disclosed to the news media or other third parties. I (we) further understand that tny (our) name, address, and total amount of assistance will be subject to public disclosure since public funds are being utilized to assist in the improvement of my (our) property.

PENALTY FOR FALSE OR FRAUDULENT STATEMENT: U.S.C. Title 18, Section 1001, provides: "Whoever, in any matter within the jurisdiction of any depattment or agency of the United States knowingly and willfully falsifies, conceals or covers up a material fact, or makes any false, fictitious or fraudulent statements or representations, or makes or uses any false writing or documents, knowing the same to contain any false, fictitious or fraudulent statement or entry, shall be fined not more than $10,000 or imprisoned not more than five years, or both."

I Date

Co-Applicant Date

Basic Cost Estimate

Purchase Price $ 199,900 Rehab /Pre-development* $ 650,100

Total $ 850,000

*Rehab I Pre-Development Cost Break Down:

Exterior- (Root masonry, windows, storefront}

Interior - {1st Floor)

Pre-Development soft cost- (operating, study, etc.)

**Interior Calculations:

$ 300}000 $ 300,000 $ 50,100

Tota l $ 650,100

1. $277,130- (3,959 square feet 1st floor (37'x107'} x $70

Pre-Development Costs: 1. $1,600 2. $2,620 3. $4,500

Estimated Insurance ($133.33 month) Taxes ($218 month) Estimated Utilities ($375 month- city water/sewer/trash; DP&L; Vectren}

Total $8,720 I 12 = $727 month

4. Closing Costs 5. Immediate building care costs (lock changes, utility changes, etc.) 6. Feasibility Study (assess building systems; propose best uses followed by a project plan

timeline, and probable costs using restricted and limited funds).

The East Gate Building before.

The East Gate Building today.

To accon1plish great things, we n1ust dream

as well as act. ""Anatole France

Welcome to the East Gate Building!

In 2007, as TCW was being founded, 221 E. Main Street was under condemnation orders. Before demolition orders were enacted, local developer Wade Westfall obtained the building from a trust. Seeing potential in TCW, he sold what would become the East Gate Building as our first project in 2010. The table below briefly illustrates the project costs and funding sources.

: .~: :::. ,~;: Q~J?.i~ : .. : ... ::: .. . ~ '

Purchase $ 18,000 Exterior Repairs $168,200 Interior ReQairs $138,000 Soft Costs $ 14,000

total $338,200

1 ~ , , ..... : : ' .

2011 J\1ake A Difference Day Crew at 221 E. Main.

About TCW:

Troy Community Works! is a community development corporation focused on the City of Troy. The founding members established TCW in 2007 with the goal of using technical expertise and collaborative partnerships to preserve and enhance the vibrant core of Troy. TCW works with existing civic, business, and community organizations to support our 3 pillars of community development:

Strengthening the downtown commercial and residential building stock.

Neighborhood revitalization. Grassroots education and organizing.

In addition to the work on the East Gate Building, TCW hosts an annual Troy Fix It in conjunction with national Make A Difference Day and is actively working with other organizations on their development needs. TCW is a federally recognized 501 c3 organization. We welcome donations at any time and are proud to recognize that our board has a 1 00/o rate of donating financially to TCW as well as giving generously of their time.

Our Mission: TCW setves to enhance the long term j\vell-being and liveability of Troy through sustainable community partnerships.

,f]te EasfGate.Project ~ 221 E~ M~tiri Street On April of2013, Troy Community Works held a special ceremony called "Sip, Savor~ Share" to officially open the East Gate building to the community. The event recognized all involved to make the project happen, which included individuals, non-profits, for-profits, and the city.

A Sip, Savor, Share 2-page green handout is attached, which adequately describes the East Gate Project on how the building was acquired, funds raised, and construction completed, all within three years.

Concept to Pre-Construction Phase - 2010 & 2011 The biggest milestone in the pre-consttuction phase was obtaining initial local funds to start the project. TCW board members had to convince donors to contribute towards rehabbing a building slated to be demolished. After completing a structural analysis, a Phase I Environmental Site Assessment, and a concept plan the entire project was deemed worthy. Talented members of the TCW board were able to secure enough funding fiom the Troy, Oswald and ITW foundations to begin leveraging additional funds from both the city and Ohio Finance Fund.

Construction Phase- 2012 & 2013 Construction plans and bid documents were completed by local architect, Candy Goodall. Because funds did not match construction bids in the spring, TCW had to go through the painful experience of rebidding the project. TCW was happy to award the contract to a local developer and contractor, Tony Blundell who completed the project in 2013. During the eighteen-month construction process, members of the TCW board and Development Committee managed the construction phase of the project.

Marketing & Managing- 2013 & 2014 There was an overlap in marketing and completing the construction phase of the building. Tennant space was fmished as "vanilla box", meaning tenants were expected to finish the space according to their business type. Due to one member of the board working for a commercial real estate firm, the building was professionally marketed through various listing services, posted building sign and marketing brochures. Numerous tenant prospects were vetted out, before fmally making a selection. RT Industries was the first tenant on board with their program "The Statiing Point" and Jennifer Jessup opened Applied Chiropractic in the second space. Both tenants filled the first floor and completed their spaces, adding additional investment value into the building. Property maintenance and lease management continues with various ongoing responsibilities by the Development Committee.

TCW's only loan obligation is with the City of Troy totaling $175,200. Monthly payments begin in October of2016 at $146.00, and increase to $648.00 in October of2017. The current tenant base brings a positive cash flow, which is expected to continue even after payments begin. In January of 2015, the TCW Board created a restticted fund for building maintenance and for debt payment reserves.

rr,cw JJ..oilra t\i.hl)ef~: Richard Dinsmore, President: Rich joined TCW in 2014 after witnessing the transformation of the East Gate Building. He holds a B.S. in Industrial Design from the College of Design, Art, Architecture, and Planning at the University of Cincinnati. In additio~ he continued his education with postgraduate studies at The University of Michigan, Syracuse University (ESF) and Lemoyne College in Syracuse. Rich spent over 20 years developing global consumer product and marketing strategies to serve North American, European, Asian, and Latin America consumers. In 2012, after 30 years away from Miami County, Rich returned to his Ohio roots. Rich and his wife Cheri purchased and began restoring the original home of Augustus Stouder on South Walnut Street. Rich brings a lifetime of corporate experience paired with a passion for em'iching downtowns.

Kent Frauenberger, Treasurer: Kent has been TCW's treasurer since 2012 and has guided the organization in impm1ant financial decisions regarding the East Gate project and other effot1s. Kent is a retired corporate manager of United Retail (Avenue) in Troy with a specialization in accounting and a longtime downtown resident.

Shane Carter: Executive Director for Lincoln Community Center. Shane's understanding of Troy, his work with the Lincoln Community Center, and his own personal experience owning Carter's Complete Services (a housing remodeling

business) has been valuable to TCW. Shane brings grant writing and program experience to the board as well as a unique perspective on leadership demonstrated by being the 2014 recipient of the A. Robeti Davies MD Memorial Outstanding Young Man award.

Jessica Echols: Executive Director for Partners In Hope. Jessica joined the TCW board in 2013 and brings a background of non-profit develop and marketing expedence to the board. Her work at Partners In Hope and development contacts have aided TCW in the grant making arena.

Luke Ernst: Luke was drawn to TCW after participating in the 2014 Second Stoty Secrets Tour. His background in engineering coupled with his appreciation for Troy's historic hometown feel propelled him to join the TCW board. Luke has been employed by Abbott Laboratories since 2010 and moved to downtown Troy in 2014. He currently resides on South Market Street in an 1880's era building that has since been converted into a loft. Outside of work, Luke is actively involved with Big Brothers Big Sisters of the Greater Miatni Valley where he has developed an impactful relationship as a mentor to a local 5111 grade student.

Carlos Wood: Carlos is a US veteran, has four children, and lives in Troy. Carols owns and operates a service business and lms firsthand experience in real estate, both in rehabbing and selling homes as well as apartments. Carlos is putting that experience to work on the TCW board which he joined in 2015.

Traci Turner: Tracy Tmner joined the Troy Community Works Board in 2015. Tracy is a licensed massage therapist and has her studio in the heart of Downtown Troy at the 405 building (SE Public Square).She is the owner/operator of The Silver Scoop Custom and Classic Cookies also located in Troy. Tracy has a passion for restoring older homes, and is active locally in the WIBN (Women in Business Network).

J:c.w n~v~to))nl~nfdbmmitt~e: Jordan Romberger, CCIM: Past TCW president and board member. As a professional commercial Realtor for eight years at Miller-Valentine and three years at Our Corporate Real Estate Department (OCRD), Jordan has extensive experience helping clients lease, buy and sell commercial real estate in Troy and the greater Dayton region. Jordan has the CCIM Designation (Certified Commercial Investment Member), a recognized expeti in the commercial and investment real estate industry. He has successfully marketed and leased out the first floor of the East Gate building and provides its propetiy managetnent services. In addition, Jordan serves on numerous community cotnmittees, including Troy's Tax Incentive Review Council, CRA Housing Council and is a Leadership Troy alumnus Class of2014. Jordan is married with three kids and a proud downtown Troy resident, helping rehab a second floor apatiment and now a historic home.

Mike Twiss, AlA, LEED AP: TCW co-founding member, past president and board member. Over 20 years as an architect for several firms in Dayton and is currently a Principal for MODA4 Design. Mike also owns his own construction company Level Master Builders and is a downtown resident. He has worked on many Adaptive Re-use projects in Dayton and provided architectural services on numerous downtown Troy projects including the East Gate Building, offices and residential apatiments (above The Caroline) in the Dye Building:. as well as apatiments above La Piazza and the fanner Trinity-Nearly New building.

Rich Dinsmore, Shane Catier, Lucas Ernst-TCW board members serving on the development committee.

otli~'f)rcw ... cilmmitte~s: Second Story Secrets Committee- The second annual Second Story Secrets Tour will take place September 191h, Community members serving on this committee include Jessical Echols (TCW Board Member), Matiha Ranis, Jenny Anticoli, Kathi Roetter, Penny Johnson, Shelly Calvert, and Sue Dankwotih.

Troy Day of Caring (formerly Mal{e A Difference Day) - TCW has organized a Make a Difference Day Fix It Day for the past 8 years. In 2014, along with our partners United Way of Troy and the Troy Foundation the decision was made to move the fix it day to May and rename it a Day of Caring. The first day of caring was recently held on May 9th 20 I 5 and featured many of our same community patiners. Community metnbers serving on this committee included Barbara Hughes, Rich Dinsmore (TCW Board Member), Melissa Kleptz, Penny Johnson, and Richard Bender.

COMMUNITY& ECONOMIC DEVELOPMENT

COMMITTEE

STORY POINT"'

June 22, 2015

Troy City Council C/0 Sue G. Knight, Clerk of Council City of Troy 100 S. Market St. Troy, Ohio 45373

Re: Final Development Plan for StoryPoint Senior Living Facility

Dear Members of the City Council,

In regard to the StoryPoint Senior Living Facility that has recently been submitted for Final Development Plan and Record Plan review, please accept this letter as a formal request to waive the three (3) final City Council readings from the approval process. This effort will greatly assist us in staying on track for a Fall 2015 construction start.

Please do not hesitate to contact me if you have any questions.

Sincerely,

Aaron D. Seymour Development Officer

2200 Genoa Business Park Drive- Brighton, Ml 48114- STORYPOINT.COM

~tQ'/, Q'(\\Q City of Troy us~

MEMORANDUM

TO: Mrs. Baker, President, Troy City Council

FROM: Sue Knight, for the Troy Planning Commission

DATE: June 25, 2015

SUBJECT: REPORT OF THE PLANNING COMMISSION ON STORYPOINT PLAT RECORD PLAN (SENIOR LIVING FACILITY ON TOWNE PARK DRIVE)

On June 24, 2015, the Troy Planning Commission considered the Final Development Plan and the Record Plan for the StoryPoint Plat, which is the senior living facility to be located off Towne Park Drive.

The Planned Development process requires three steps for approval:

The first is the General Plan, which was previously approved by the Planning Commission and Council as part of the zoning change of this parcel to a PD.

The second is the Final Development Plan, which only requires review and approval by the Planning Commission.

The third is the Record Plan, which requires the review and approval of the Planning Commission, and then the review and approval by City Council.

The Commission approved the Final Development Plan for the StoryPoint Plat, which conforms to the approved General Plan. The Final Development Plan requires no further action by City Council.

The Commission then considered the Record Plan, which conforms to the General Plan and the Final Development Plan.

By unanimous vote, the Troy Planning Commission recommends to Troy City Council approval of the Story-Point Plat Record Plan.

A copy of the information reviewed by the Commission is attached. This matter is forwarded herewith for consideration by Troy City Council.

encl. cc: Director of Law

~tQ'/, OklQ. City of Troy 'US~ --

TO: PLANNING COMMISSION

FROM: Tim Davis, Planning & Zoning Manager

DATE: JUNE 24, 2015

SUBJECT: Senior Living Facility Record Plan

Tim Davis Planning & Zoning Manager

100 S. Market Street, P. 0. Box 3003 Troy, Ohio 45373-7303 phone: 937-339-9481 /fax: 937-339-9341 tim.davis@troyohio.gov

Attached is a copy of the Record Plan for the proposed Senior Living Facility to be located on Towne Park Drive. The planned development process requires three steps for approval. The first step is the General Plan, which was previously approved by Planning Commission and City Council. The second step is the Final Development Plan (FOP). Once approval of the FOP is granted, the final step is approval of the Record Plan by the Planning Commission and City Council.

The Record Plan is attached to this report and is in accordance with the General Plan and Final Development Plan.

Staff is requesting that Planning Commission recommend approval of the Record Plan to City Council.

~ ~

L

PT. IL. 7479

:::-....~ ~~

PT. IL. 6047

STORY POINT PLAT VOLUME __ PLAT_ __ MIAMI COUNTY ENGINEER'S RECORD OF LAND SURVEYS JUNE, 2015

14.353 ACREAGE

PT. 6047 ~

IL. 9433

TROY ClTY

MIAMI. OHIO COUNTY

\\ 83 CORS 2011 ADJUSTMENT, OHIO \~ \ \\ THE BEARINGS ARE BASED ON NAD

\ \~ \ \ SOUTH ZONE, GEOID 12A, ODOT VRS

~ CORS NETWORK _j~ SCALE 1"=50' .._ ----tj;OO-=cm-=st';;;;Yt: ~E~B~._12_ ~ 7 " " a-, I 0 25 50 100 ~ :::---..._ - -PT. IL. 6047 14.353 AC.

L. SUR. 24/164 P.B. 22, PGS. 18-18A

I ~ II '"I LEGEND I ~ J I I . '$./;~~~ ~~; REBAR I I~ I I 0 IRON PIN FOUND fTl jl MAG NAIL SET ~ IL. 9494 ;f P.K. NAIL FOUND ~"I I~ II r ~: : 1 I 1:11 I 1 r -1-1---l ----1

R-17o.oo I ! IL. 10110

DEED REFERENCE HARSON INVESTMENTS, L TO. DEED BOOK 749, PAGE 205

SURVEY REFERENCE REC. P.B. 10, Pg. 116 REC. P.B. 20, Pg. 12 REC. P.B. 20, Pg. 73 REC. P.B. 21, Pg. 117 REC. P.B. 22, Pg. 18-18A LOT SUR. No. 24, PLAT 13 LOT SUR. No. 24, PLAT 164 ~=~i~~~: -32" J ');

CH=238.96' ' I I I ,:,1~- BRG=S 45'-51'-15" .50 I I "' 1~~~7_3 ____ ~ // /l IL. 10111 --------------~- /~

S 01'-11'-59" E Ex ... , ____________________ TQ._WNE PARK QFIVE 60' R_l_'/L___--_...- ~ "-(}

:-:::::--~~ _Ex....RAV-===---==----=-=== ===-- ____fLB/JJ___---~ ~ "~~ i '""'"~'''"" ,-3--- ~ y~ I PT. IL. 6047

CITY OF TROY CITY ENGINEER THIS PLAT WAS INSPECTED AND APPROVED BY US THIS DAY OF 20_.

JILLIAN A. RHOADES, P.E.

@lONE fNGINHRING

440 E. HOEWISHER ROAD 203 W. LOVELAND AVENUE

STEVEN E. BOWERSOX, P.S. #7059 DATE SIONEY,OH10"5365 LOVELAND, OHIO 45140 (937(4970200 (513)2398554 www.cholceoneenQineerinq.com

DATE: 06-19-2015 DRAWN BY:

seb JOB NUMBER: MIATR01419 SHEET NUMBER

OF 1

~

PROTECTIVE COVENANTS AND RESTRICTIONS AGREEMENT

THIS PROTECTIVE COVENANTS AND RESTRICTIONS AGREEMENT (this "Agreement") is entered into on this_ day of __ , 2015, by and between the CITY OF TROY ("City"), and UNIFIED PROPERTY GROUP, LLC, a Michigan limited liability company, or its assigns ("Owner").

For the purpose of enhancing and protecting the value, attractiveness, and desirability of the Property referred to herein, Owner hereby declares that all of the real property described herein shall be held, sold, conveyed and transferred subject to the easements, covenants, conditions and restrictions contained herein, which shall constitute covenants running with the land and shall be binding on all parties having any right, title, or interest in such Property.

RECITALS:

A. Owner is the owner of that certain real property located in the City of Troy, County of Miami, State of Ohio (the "Property") as legally described in Exhibit "A".

B. City and Owner desire to enter into this Agreement to set forth certain protective covenants and restrictions relating to the Property.

NOW THEREFORE, in consideration of the covenants hereinafter set forth and other good and valuable consideration, City and Owner agree:

1. PURPOSE. It is the intent of these restrictive covenants to require that the Property be developed as an attractive, senior living development site, with ample landscaped open areas, attractive high quality structures, proper and desirable uses and appropriate development. The use of any portion of the Property shall all time conform to the applicable ordinances of the City of Troy, Ohio. In order to protect the owners, tenants and subtenants against improper use and to guard against violation of these goals, the following standards are enacted.

2. STANDARDS.

a. Setbacks. No building or structures shall be erected within the following minimum setback areas.

1. From side property line 25 feet n. From rear property lines 25 feet.

111. From property lines abutting in the existing or proposed streets along highway rights of way - 25 feet

Where, however, the zoning ordinances of the City of Troy require greater setback, no building structure shall be erected within the minimum setback area provided for therein.

The setback areas are to be used exclusively for utilities, landscaping, lawns, driveways, area walks and off-street parking, providing, however, that no off-street parking be allowed in any front yard setback. Parking shall not be permitted within 10 feet on a right-of-way line on a dedicated street.

b. Construction. Building constructions and designs should be such as to create a completed structure with four (4) attractive sides of high quality rather than creating a front elevation of significantly different materials from side and rear elevations. The side of any structure that is not facing a public right of way may be constructed of approved materials of the basic design used in the structure.

c. Parking. Employee/Customer/Owner/Tenant parking will not be permitted on the private or publicly dedicated streets and it will be the responsibility of the Owner to provide the necessary parking facilities. Parking requirements shall be as follows:

1. The senior living use shall provide a minimum of one parking space per 1,000 square feet of gross floor space unless otherwise approved by Troy City Council.

n. All parking areas shall be properly maintained by Owner.

d. Building Materials. No exterior walls, including a rear wall, shall be permitted with exposed galvanized sheet, metal siding, concrete block, or light weight aggregate block, whether painted or not. All major equipment including but not limited to air conditioning equipment, heating equipment, electrical transformers, and dumpsters shall be screened from view with material consistent with the building material. Owner agrees to develop the building on the Property with a combination of vinyl siding and a minimum of: 50%-70% on the 2 story north front elevation, 20%-30% on the north 3 story elevation, approximately 15% on the east and west elevation and 15% on the south 1 story elevation either brick or stone on the exterior and all sides of the building as shown in Exhibit B, described as IL Entry - Brick Option or IL Entry-Stone Option Revised

e. Waste and Refuse. All materials or refuse, combustible or non-combustible, should be stored and maintained in closed containers. Such containers shall be shielded from view by permanent fully enclosed structures or screens using similar materials of the primary structure and consistent with the design of the building. Such containers shall be kept in a clean and sanitary condition.

f. Landscaping. All open areas on a parcel not used for building, storage, parking, access roads and loading areas shall be suitably graded and drained and shall be seeded and maintained in grass and shall be further landscaped with trees and shrubs as to provide an attractive setting for the buildings and to screen parking, loading and road areas. The parking area of the site plan will have five percent (5%) of the interior parking area with landscaping per the City of Troy Zoning Code.

g. Outside Storage and Equipment. No outdoor storage shall be permitted except for a minimal amount of storage which shall be permitted in the carports. Minimal amount of storage shall be defined as no greater than 1 0% of each carport. In addition the Owner shall be permitted to use 1 00% of no more than two carports for the storage of tools and equipment provided the stored items cannot be seen from the roadway.

h. Fences. No fences, walls, hedges or mass planting shall exceed a height of 6 feet nor be erected or installed or permitted to remain within 30 feet of a property line or right-of-way line. Chain link fences are not permitted. Fencing shall be prohibited beyond the front plane of the buildings. Metal fencing shall be prohibited. Notwithstanding the foregoing, Owner shall be permitted to install a wrought iron fence around the detention pond in the event one is required. To the extent permissible under the City of Troy ordinance 521.07, the fence placed to hide trash storage shall be opaque.

1. Building Coverage. In no case shall coverage by building, access drives and parking exceed a total of seventy percent (70%) of the Property.

J. Permitted Uses. No more than forty percent (40%) of the Property may be used for retail uses which includes but is not limited to, retail store, cafe, bistro, pub style restaurant, beauty salons and fitness center. Any and all retail uses of the Property shall be confined to the interior of the building and used solely by the residents or families of the residents of the Senior Living Facility.

k. Code Compliance. This site will be developed in compliance with all applicable building, engineering, and zoning standards unless specifically stated within this agreement.

1. Design Layout. The design layout of the Property, including, but not limited to, buildings, sidewalks, parking areas, carports, and other amenities and structures of the Property shall follow the design layout of Exhibit C, which Exhibit C is incorporated herein by reference thereto.

m. Sidewalks. It is the sole responsibility of the owner to maintain all sidewalks, walking trails, driving lanes and parking areas on the Property to City standards.

n. Utilities. All utilities of the Property shall be located underground, including, but not limited to, telephone lines, cable lines, electric lines, water lines, sewer lines, etc.

o. Solar Panels. No solar panels shall be permitted on the Property.

p. Antennas and Satellite Dishes. No exposed or exterior radio or television transmission or receiving antennas, and no satellite dishes which exceed 24 inches in diameter shall be erected, placed, or maintained on any part of the Property.

q. Swimming Pools. No outdoor swimming pools shall be permitted on the Property.

r. Flag Poles. No more than three (3) flag poles are permitted on the Property provided that the top of the flag pole does not exceed the height of the principal structure.

s. Vehicles. No boat, boat trailer, house trailer, camper, recreational vehicle, tent, or equipment or vehicle of a similar nature shall be parked or stored on the Property. This does not apply to necessary service vehicles to a limited period as may be necessary to service any part of the Property, provided that deliveries are made to the rear of the property. No inoperable motor vehicle shall be parked on any part of the Property. The repair of any motor vehicle on the Property is prohibited except for emergency repairs, and then only to the extent necessary to enable movement thereof to a proper repair facility.

t. Signs. All signs shall conform to the City Sign Code requirements for signs as defined under the commercial zoning district. Exterior advertising of retail uses are prohibited.

u. Clothes Lines. The use of exterior clothes lines shall not be permitted.

v. Covenants and Restrictions. The Property is required to adhere to the "Amended and Restated Declaration of Covenants and Restrictions," created by HARSON INVESTEMENT LTD., as recorded on April 9, 2004 at the Miami County, Ohio Recorder Office, as included in Exhibit D.

[Signatures on Following Page]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.

CITY:

CITY OF TROY,

By:

Its:

OWNER:

UNIFIED PROPERTY GROUP,

By:

Its:

[Notarizations on Following Page]

a

a

[Notarization Page to Agreement]

STATE OF _____ ) ) ss.

COUNTY OF ____ )

On this __ day of , 2015, before me the subscriber, a Notary Public in and for said county, personally appeared , as of the CITY OF TROY, a , to me personally known, who by me duly sworn, did say that said instrument was signed on behalf of said company and acknowledged said instrument to be the free act and deed of the company.

__________ ,Notary Public ______ County, _____ _ My commission expires: _____ _ Acting in County

STATE OF _____ ) ) ss.

COUNTY OF ____ )

On this __ day of , 2015, before me the subscriber, a Notary Public in and for said county; personally appeared , as of the UNIFIED PROPERTY GROUP, a Michigan limited liability company, to me personally known, who by me duly sworn, did say that said instrument was signed on behalf of said company and acknowledged said instrument to be the free act and deed of the company.

THIS DOCUMENT DRAFTED BY AND WHEN RECORDED RETURN TO:

Adam P. Lurnberg, Esq. Sullivan, Ward, Asher & Patton, P.C. 25 800 N orthwestem- Suite 1000 Southfield, MI 48075 248-746-0700

__________ ,Notary Public ______ County, _____ _ My commission expires: _____ _ Acting in County

LEGAL DESCRIPTION PART OF INLOT NUMBER 6047

14.353 ACRES

Being a part ofinlot number 6047 as recorded in Recorder's Plat Book 10, page 116 and being located in the City of Troy, Miami County, Ohio and being more fully described as follows:

Beginning at an iron pin set in the northeast comer ofinlot number 9433 as recorded in Recorder's Plat Book 20, page 12 and being also in the southerly right of way line of Towne Park Drive;

thence, North 89-29'-29" East, 504.86 feet, along the southerly right of way line of Towne Park Drive, to an iron pin set;

thence, Southeasterly, 264.99 feet, along the southwesterly right of way line of Towne Park Drive and the arc of a curve to the right having a radius of 170.00 feet, an internal angle of 89-18'-32" and a chord 238.96 feet in length bearing South 45-51 '-15" East, to an iron pin set;

thence, South 01-11 '-59" East, 833.62 feet, along the westerly right of way line of Towne Park Drive, to an iron pin set in the northeast comer of Inlot number 10194 as recorded in Recorder's Plat Book 22, pages 18 and 18A;

thence, South 89-09'-22" West, 175.64 feet, along the northerly line ofinlot number 10194, to an iron pin set;

thence, South 30-43'-25" West, 50.61 feet, along the northwesterly line ofinlot number 10194, to an iron pin found in a division line for a part of Inlot 604 7 as filed in the Miami County Engineer's Record of Lot Surveys Volume 24, Plat 13;

thence, North 59-16'-35" West, 564.89 feet, along said division line, to an iron pin found in a southeasterly corner of the above referenced Inlot number 9433;

thence, North 00-30'-31" West, 752.92 feet, along the easterly line ofinlot number 9433, to the principal place of beginning.

Containing 14.353 acres more or less and being subject to all legal highways and easements of record.

The above description was prepared by Steven E. Bowersox, Ohio Professional Surveyor number 7059, based on an actual field survey performed tmder his direction. The bearings used above are based on NAD 83 CORS 2011 adjustment, Ohio South Zone, GEOID 12A, ODOT VRS CORS Network.

Plat of survey filed in Miatni County Engineer's Record of Land Surveys Volume _, Plat_

IL ENTRY - ORIGINAL STONE OPTION

IL ENTRY - BRICk OPTION

IL ENTRY - STONE OPTION REVISED

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AMENDED AND.RESTATED . DECLARA1tON OF COVENANTS AND RESTRICTIONS

This instrument is executed this 7th day of April, 2004. by Ha rson fnvestments, Ltd., an .Ohio Limited Partnership, (the 11beveloper").

. WHEREAS, l)eyeloper,. pursuant to its power to aniend provided in Article IV bf th~ Declaration of Covenants and Restrictions dated June 6, 2003 and fHed for record June 12, 2003 at Volume 0738, Page 459 of the Records of the Recorder of Miami .County, Ohio (the 11Declaration") amended that Declaration of Covenants and . . Restrictions by the Amendment to Declaration of .covenants and Restrictions dated September 16, 2003filed at .Volume 0742, Page 914 of the Records of the Recorder of Jy11ami County, Ohio (the "Amendment"); and

V\'HEREASJ Oeveloper now wish.es to both .extend the operation of the .Declaration arid the Amendment by including additional real estate and amending certain provisions in respect to the additional real estate to be included; and

WHEREA$J Developer yvlshes to restate the prior bedatation and Amendment in this document to provid.e clarity and avoid confusion;

NOW, THEREFORE, Developer, for valuable considera.tion; hereby dedares thaf the following provisions, :covenants and restrictions shall bind and run with the land subject hereto in perpetuity.

I. SUBJECT REAL ESTATE

The real estate which Is the subject of th(1 Decl9ration and. AmendmeYJt is ~0 described as follows:

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$jtuate In the City of Troy, County of Miami and State of Ohio and being Lots Numbered 9430, 9431, 9432, 9493 and 9494 of the consecutive numbers of lots of said City (the "originallots"). .

The real e.state which is to be now included Is described as follows:

See E.xhibit ,.A" (the "highway lots'1) and See Exhibit "B" (the "inte.rior lots11).

H. DEFINITIONS

f\s !Jse.d h.er~in. the follbWin~ ternis shall be defined as follows:

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(b)

(d)

.(e)

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t'Oeveloper''- sh~Jl mean Harson Jnyestment$~.' ltd .. f:ts respective successors f;lnd a~signs or any party or entity to Whom or which Harson Investments, Ltd. expressly transfers it rights as Developer under this

. Declaration upon the condition that such party or entity expres~ly assumes and agrees to perforin the duties of Developer in \.vhich=ca$e Harson .Investments, Ltd. will be relieved of all re$ponsibility therefore;

uDeveloper Tract''~ shiilf mean any lot tra~t parcel, real properly, or portion of the s~me, which is owned by Devel.ope'r and subject to these restrictions;

''User~~ ~ shall meg.n the person or ~ntity, othet than Oev~loper, . taking fee simple title to. any lot, tract, parcel or real property, ot any portion he reo( which fs subject to these restrictiof)s, or any person ar entity holding any other legal, equitable or other interest in th3 same, Which shall include, but not be limited to any owner, buyer, randlord,

lessor~ tenant~ lessee, sub-tenant or sub-lessee, or occupant and their respectiv~ successors and assigns, but shall exclude any party hofding sUch an interest rrierely as security for the.pertormance of an obligation;

"User .Tractri-- shall mean ~ny lot, fract, parcel, real property, or porti.on of the sanie, whether in the origina!'!ots, the highway lots or the interior lots d~scribed. above, Which is subject to a f?e interest, or equit~ble interest of a User and subject to these restrictions;

"Building''- shall tnean any building .. 9ut . bufl~ing 1 garage, or any other str:ucture located in', o'n, or ab.out the rear property 'subj~ct to these . restrictions, buift for the enclosur-e and/or storage of any per$on, animal, chattel, equip'!lerit, inventory, or other movable property of any kind, and Which is permanently affixed to the ground;

. . . .

!'CommonArea. Easements 11 - shall mean. the signage/landscape ea~~~~nts retained by oeveloper on lots 9430, 9.4~ 1 anp 9432 (City of Troy~ Ohio) at the intersection of Towne Park Drive and ~xperiment Farm R6ad El'hd the signage/JandsC'ape ~asements .to .be c~eated by Devefoper at the point where ,Towne Pa.rk Drive will intersect the south line of lot 7996 as that lot is now constituted.

(g) 'tH.az~rdous Sub$tance.'' - $hall mean: (1) all mate.ripls and .'subst~nces defined as "haz~rd~U$

.substances"* "ha~ardous materla!s 11 , fltoxic substances", "haz~rdous wasfe 11 , "toxic chemicals", "solid waste", ~!infectious waste'', o'r.slmilar terms, as defined in: (I) the Comprehensive Environmental Response, Cqmpen.sation and Liability Act of 1980 (42 U.S.C. '9601 et seq.), as

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amended by Superfund Am$ndments and Reauthorization Act of 1986 (Pub. L. 99-499, .1 00 Stat. 1613 ), (ii) the Resource Conserv~tion and

. Recovery Act of 1976 (42 U.S. C. r6901 et seq.), (iii) the Hazardous Materials Transportation Act 49 U.S. C. '1801 et seq ... (iv) Section 311. of the Clean Water Act, 33 U.S.C. ~1251 e{seq. (33 U.S.C. '1321) or lfsted pursuant to Section 307 of the Crean Water Act (33 U.S.C. '1317)) or (v) Sections 3734.01 and Section 3751.01 of the Ohio Revised Code, a~ any of the same may be a'mended or supplef!l"ented from time to time.

(2) AJI materi"als and substances listed in the Unit~d States Department of Transportation Table (49 CFR 172.101) or by the Environn1ental Protection Agency as hazardous substances, as the same may be amended or :supplemente9 from time to time;

. .

(3) Any mate Hal or substance that" is p~troleu m or a petroleum dE?rivative, asbestos, polychlorinated biphenyl, a f1ammabJe explosive, or a radioactive materials; and

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(4) Such other substances, materials and wastes that are or become regulated as hazardous or toxic under applicable local, state or

F~~eral law.

(h) 11Envrronrnenta1 Laws" -shall mean any federaf, state or local law, regulation~ administrative rulingl :order, ordinance, and the like, pertaining to the protection of the environment or the regulation, handling or disposal of Hazardous Substances whether now in effect (such as, but not limited _to, those:referred to in the :preceding definition for ~~Hazardous Substances") or which becomes effective hi the future.

. Jl t~ COVENANTS

The. fol{oWing constitute the protective covenants and restrictions for the subject property: :

1. l)sers must supply the Developer with construction and landscape plans prior to a.0Y construction or planting and obtain Developer's written approval thereof which approval shall not be unreasonably withheld. Approval will be deemed given if Developer fails to respond within thirty (30) days of receipt of such plans. User shall also provide Developer with a copy of "as built" documents for the : completed construction. Any future alterations shall be submitted for approval to Developer in the same manner. No construction, installation, planting or future alteration shall occur without full compliance with this provision.

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No fence or other barriers ~Mall obstruct pedestrian or y~hitJiar traffic over any . easement ac:cess area or r?adway adjacent to ~my Developer or User Tract. Should the lnca'f governmental ewthor1ty create a (ighting disidct, the User shall be a participant and corrpJy with ~H ref;julations arid requirements provided therefore.

l)se.rs shafl.be respo.nslpl.e for the con~tru,ction f)n_d instaflation of and the cost arid expense of sidewalks on or adjac~ntto its User 'Tract. If a User Tract is located on~ corner,:: User must extend the sidewa.lk along both abutting streets.

. .

User Tracts must include at least five (5) parking spaces per 1000 square feet of Building area (all buildings) constructed on the User Tract.

rt a drive up window unit rs constructed qn a User Tract, it must provid~ for .. -stacking of not iess than five (5) automobiles. The Developer and .each use.r must maintain their respectlv~ common areas and. parking areas.

No signage or decals on windows in any b.uilqi'hgs on User-Tracts- are pennrtted other than temporary signage approved in _writing by the Developer.

All User Tracts must be maintained in a s-afe and $anitary condition in . accordance with ~~~ good business practice for a first cfass development and lh co.rnpliance with ~11 applicable governmental regulations~ ordinances and laws. This shall include,_without limitation: the maintenance of a p~st free environment utilizing such extertninatioh services necessary to insure 'it remains pest free; daily removal of any refuse from any part of the User Tract except trash or refuse containers which shall be properly n1aintained ahd used in a :manner that prevents refuse materials from escaping onto the User Tract .9r qdjacent Tracts or areas; the painting and staining of all exterior surfaces of Buildings as .necessary to eliminate a faded, chipped or peeling appearance; maintenance of all trees and shrubbery so it appears trimmed ~nd healthy and free of worn areas or dead and decaying vegetation; -and, in generaL free of any other unsightly or .offensive appearance that would detract from a first a first class de~ielopment.

1 o. No use s-hall be permitted on a Usef Trf;lct whioh is inconsistent with the operatio-n of a first-class mixed use project.. Without limiting the generality of the foregoing, the following uses shall not be permitted on the original lots or the highway lots without the . Developer's express written consent

(i) Afly use which emits . an obnoxious ~dar, noise, or sound which tan be heard or smelled outside 'Of any Building. NotWithstanding the foregoing~ this re$triction is not meant to apply to normal cooking smells emanating from a restaurant.

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(ii) Any operation primarily .us~~ a$ a storage yvare h0use .operation and :a0y _assembling, manufaCturing; r;iistHiing, refining; smelting$ ~griculturaJ, ar mining _operation;

(in) _ Any ''.seq6nd"':handiT store (~xdudlng a bona fide antique store) or ~'surplus" store;

.(IV) Any mobile home park, trc:rifer court labor camp ,_ juf}kyard, or stockyard '(except that this provision shalt not prohibit the temporary use of cqnstruction trailers during periods of construction, reconstruction, or . f"Dalnten.~ _nce);

(v) Any dumping, disposing, incine'tation, or reduction of garb~ge _(~.xclusive of garb~ge compactors located near the rear of any Buildin~); . (vi) Any .fire ~~1$ , bankruptcy sale (uriless pursucl'ttt to a court order) or aLJCtfoh ~ouse operation; .

(vii). . Any central laundry, dry cfeanrng plant, or laundromat; provided~ however, tnis prohibition shall not be applicable to nominal supportive facflities for on-site service oriented to pickup and delivery by the uJtimate consumer as the same may be found in retail shopping districts in the metropolitan ar.~a where the Purchaser Tract Center is located;

(viii) Any automobil~; -truck~ trailer or re_Cr?ationaf vehicles sales, Jeaslng, dl~play 9r body shop repair operation;

.(ix) ,(X)

Any bowling rane or skating rink;

Any movie theater or li've p.$rformance theater;

(xl) Any residential use, including but not limited to: single family dwellings, townhouses, condominiums, other multi-family units and other forms of living quarters, including sleeping apartments; .

(xii) Any- veterinary hospHal or animal raising facilities ($Xcept that this . prohibition shall not prohibit pet shops);

(xiii) Any n1ortuary., f~her$1 home.orcemeteiy; (XIV) Any establishment sell~hg or exhi:biting pornogn~phic materials or df0_g-related paraphernalia;

(xv) Any bar~ tav~rn, Restaurant or other establishment whose reasdnably proJected annual gross revenues fr~m the safe of alcohoiic beverages

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.for on-premises cqnsumption exceeds twenty .. five percent (25/o) of the gross revenues of such business. It is the intention qf the Developer that the 25/o cap on gross revenues from the sale of alcoholic beverages for on premises consumption as qontained In this Declaration is meant to mirror the same cap contained in Ohio Revised Code Section 4303.18-1 (I) Permit D-5(i). rhe Code - S~ction require-s that beer and _liquor sales do not exceed 25o/o of gross revenues to obtain and then retain qua lificatiori to keep a D-5 (i} liquor license. _In the event thaf the Ohio Revised Code is amended or revised to allow for a higher P9rtfon _of gross revenues from alcoholic beverage sales for a 0-S(i) liquor license] the .limitation of this Article Ill, item 1 Olsubsection (xv) shall be automatically .increased to such higher rate allowed by the amended or revised statute.

. . .

(xvi) Any. health spa, "fitness center or workout facility; . .

(xvii) ._Any flea market, am.usemerlt or Video arcade, pool or billiard hall~ car wash, t;:Jr dance hall;

(xviH) Aily training or educational facility". including but not limited to: b:~auty $Choofs, barber colleges, reading rooms, places of insfruction or other operations Ct3t~ring primarily to students or trainees rather than to customers; provided however~ this prohibition shall not be applicable to on-site employee training by an Occupant incidental to the conduct of its business or education-a!

facility approved by Developer;

(xix) Any gambling facility or operation, including but not flniited to: off-tract or sports betting parlor; table games such as plack-jack or poker; slot machines, video poker/black-jack/keno machines or similar devices; or bin-go

. hall. Notwithstanding the foregoing, this prohibition shall not apply to governmental sponsored gambling activities, or charitable gambling activities, so forrg as such governmental and/or charitable activities are incidental to the .business operation being conducted by the Occupant;

(xx) Storage bf recreationaf.vehicles, boats, campers, frailers and other yehides on a permanent basis, on any portion of the property is prohibited. Work related vehicles may be permitted upon the express written consent of Developer. -Permanent is defined as exceeding twenty-four (24) hours;

(xxi) -AH roof equipm-ent and vents shall not b_e visible from the front elevation of any Building or from any side fronting a primary road; and

(xxii) No fencing is allowed without w.ritte_h approval of the owner". of the Developer Tract ot_her than opaque fend~g fo screen trash storage.

In addition to the-foregoing, the following uses shalf not be permitted at any. time on the-highway lots:

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(xxiii) Any .op$ratfon Wh~ther or not lt $eHs beer, wine -or alcohol that advertises it$elf ~.s-a '~gentlemen's dub1~., as an X rated facility, that caters to ihe prurient interests of its patrons, that has maie or female d~.ncers that accept money .or other gratuities for th.eir dancing ot'any other adivHy, that includes male or female employees that peliorm lewd, lascivious, licentious or . promiscuous acts for valu~, that .provides any sort of entertainment that has men or W01TJ.en performing in various states of undress including but not limited to ''g-strings." or "g-strings ahd :pastiesll or ~topless~~ Qr "topfess-bottomles~" shall be . prohibits~.

In respect to the interior lots, only the covenants referred to in this Provision as sub-provisions xiii, xiv, xviii, xix and xxiii shall be applicable unless either part of the land making up the interior lots is further subdivided. For purposes of this provision, the parts n1aking up the interior lots are that part taken from lot 7996 (lot 12 on the Preliminary Plan for Troy Towne Park) and that part taken from lot 6047 (lot 13 on the Preliminary Plan for Troy Towne Park). If either is further subdivided, all of. the covenants 9bove, (i) thrpugh. xxiii, inClusive, shall apply to the s_ubdivided lots.

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I 1. User shalf comply With a.li applicable Env1ronmental Laws .. No User shall use, permit the use of, manufacture, treat, store, br dispose of Hazardous Substance on, about, under or in i.ts Tract, or ahy portion of the surrounding real property subject to these restrictions, except in the ordinary course of its usual business operations conducted thereon, and any such use shall at all times be in compliance with all Environmental Laws. Each User agrees to defend, .protect, indemnify and h.old harmless each other User and the Developer, as applicable, from ~nd against all claims or demands, including any action or proceeding brought thereon, and afl costs, losses, expenses and liabil'ities of any kind relating thereto, including but not limited to costs of investigation, remedial resp~:>nse, and reasonable attorneys' fees and costs of suit arising out of or :r~sultihg from ariy Hazardous Substance used or permitted to be used by such p-9rty whether or not in the ordinary coUt$e of business.

12. No. nierchahdiseJ equipment or services, including but not lim'ited to vending machines, promotional devises and similar items, shall be displayed, offered for S?le or lease; or stored on a User Tract or within any building. Not\_!Vithstanding the foregoing, nothing herein is intended to exclude the sale of merchandise which is incidental to the primary use on the Property (such as promotionql shi"rts, hats, clothing, toy vehicles, gift certificates, etc.) in connection with the operation a restaurant.

13. The seasonal display arid sale of bedding plants on the sidewalk in front of any Building or within other Common"Areas is prohibited without Developerls prior Written authorization and shall then be subject to City of Troy ordinances.

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14.. User shalf cq.use its employees, or the employees of any occup.~nts of its Tract to . park their vehicf~s only on its Tract and in desighated parking areas for employee

parking.

15. .Any sign age located on any User Tracti wh~ther for iden'tiflt>ation purposes or otherwise, shall be subject to and co'nsistent with all. applicable governmental raws, ordinances, rules and regulations. No identification sign attached to the

16.

exterior of a GUilding on a User Tract shall be:

(i) placed bh ca.nopy roofs extending above the buifding roof, placed on pent~ouse walls, or placed so as to project above the parapet, canopy, or top of thE? wall upon which it is mounted;

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(vi)

'placed at any angfeto the Building; proVided, however, the foregoing shall not apply to any sign locate~ under~ sidewalk canopy if such sign is at !east eight (8) feet above the sidewalk;

painted on th~ surfa.qe of any Building-;

flashing~ moving or-~Lidihle;

ern ploy .exposed raceways, exposed neon tubes, expo-sed baJiast boxes.., or exposed transformers; or

paper or cardboard signs, temporary signs (exdusive of contractor signs)J stickers or'decals; provided, however, the foregoing shall not prohiQit the -plqcement at the entrance of each pccupanfs main building a small sticker or decal, indicating hours of business, emergency telephone numbers, acceptance of credit cards, .Security Protection Services and other similar information.

Each Wser (as to its tract) shall maintain or cause to be maintaihep in full fQrce and effect Commercial Gener~l Liability Insurance With a combined single limit of liability of One Million ($1,000,000.00) Dollars for bodily injury, personal injury end prope,rty damage, arising out of any one- occurrence. The limits hereby . re.quired shall be adjusted every five (5) years to r~flett inflation as measured by the Consumer Price Index.

Users and Developer shaJI defend, prqtect, indertmify and .hold harmless ~ac.h other from arid ~gainst all c/aims -or demands including any action or proceeding

. brought thereon, and all costs, losses, expenses and liability of any kind relating thereto, including, but not limited to, reasonable attorney's fees and costs of suit,

~rising out of or resulting from the injury to or death of any person, or damage to the property of any person located on the re.spective tract owned by each

ind~mnifyin.g party; provided, however~ the foregoing obligation shall not apply to

claims q:aused by the gross negligence or willful act or otrfissfon of such o.ther party, its licensees, concessionaires, agents, servants, or employees, or the agents, servants, or .empro"}tees .of any licensee or concessionaire thereof.

Effective upqn the commencement of con~truction of any ~u i,ding on its .tract and so long as swch building exists, User shalf carry, or c~u se to be carried, property insurance wah "all-risk". coverage, in th~ amount of i 00% of fuJI replacement cost thereof .(excluding footings, .foundations or excavations). Upon request by Developer, proof of the existence of such insurance shall be provided

to. Developer. . .

17. User sh~ll keep its Tract free and ctear .. of all cqnstruction debris on a regular b.a.sis., shflfl.hot encroach on any surrou.nding Lots and s~all hold Developer harmless from any claims arising from construction activities on User's Tract. .Wser is responsible fo r .all the clean up and removal of all mud and debris left on each Tract or tracked onto the streets or any damage to Developer improvements by its employees, agents , invitees, contractors and subcontractors.

. 18. User shall fi?aV~, all s~Aitary sewer manholes, storm 'seW~r manholes, main water line boxes and water tap box as uncovered and exposed to the finish grade after sodding and seeding at installation of driveways.

1H. User is responsible for securing 9nd paying for aJI individuaJ zoning permit$, sewer and water tap-in ~ees, building permits and other associated fees.

20. All above ground equipment including, HVAC units, storage b oxes, electric transforn1ers, gas meters shall be screened by landscaping shrubs and plants at h~ast 3' in height at time of planting .. Shrubs and other plants shall be maintained and replaced as needed with similarly specified plants.

21 . User shall be part of any lighting district created by th_e .City of Troy. Ea-ch User sh~.U be responsible for any and all assessments related to the User Tract assest}ed :by the lighting district whether incurred prior to o.r ~fter ownership.

22. User (including Developer) shall pay to the Developer a share for operations, maintenance, repairs and replacement of the common area easements retained by Developer, including, without limitation, entrance landscape and watering costs, signage and lighting costs and costs associated with the operation, maintenance, repair and replacement of the drainage system including, without limitation, piping and detention ponds. User shall pay the annual sum equal to $750.00 times each acre and/or fraction of an acre in the User Tract beginning on the . day of . . , 200_. All such funds shall be maintained in a separate account by Developer as Trustee for all Tract owners. The Developer shall pay f rom such account the expenses or costs of such operations, maintenance, repairs and replacement as the Developer, in its

reasonable judgm-e.nt shall deem necessary. lhe Developer ~ha.ll be entitled to r~tain from the funds collected~ sum equ~l te the greater'of five (-5o/o) percent of th.e .actu.~l annual cost of operatfonJ maintenance, -repair or replacement or .One

-Thousand Five Hundred and 00/100 ($1 ,500.00) Dollars as an administrative fee for the perform.ance of its duties. Any -p~rty obligated by this Declaration or any

. lease or other agreement to pay .any s~m due under this pro\ilsion shaff have the right to inspect.the records of the Developer, upon reasonab ~e natice, in respect .to pam.ents mad~ from these funqs.

If, at the time a payment is due and current costs and expenses are paid, the . . balance of the account is $30,000.00 or more, no further payn1ents shall be required until the balance is less than $30,000.00 at which time the payments (in full and not prorated to provide an even balance of $30,000.00) shall resume beginning with the next annual payment. The Developer shall have the right to increase or decrease the annual payment to reflect actual costs provided the change occurs on a per acre basis. In addition, the Developer shall have the right, upon approved of majority of the owners of Tracts to fevy a special assessment to meet emergency costs or expenses .

. If any p:t;:~yment is not paid within thirty (30) days of .its due ~8f.e, tHe DeVeloper . may file an affidavit specifying the ria me of the owner -c~f the Tract for which the pqyment is due, a description of the Tract and the amount due and the same shall constitute a Hen against such Tract from its date of filing uri til paid subject to any prior liens. In such event. any reasonable attorney 's fees associated with the filing of the affidavit or any such fees associated with the enforcement or

def~nse of such lien shall be added to th~ amount due and also constitute a lien on such Tract.

23. User {including Developer) shall employ a standard mail delivery box at the street as long as there is rural mail delivery wi'thin the real estate subject to this

D~Ciaration of Covenants and Restrictions. If the mailbox is a single unit; it $half be. Imperial Mailbox Systems Model 820K-6. If the n1ailbox is a twin unit, it shall be' Imperial Mailbox Systems Model T820K-6. All mailboxes shall be black in color. If this manufacturer ceases business or the manufacturer of the above models, a substantially similar model in black s'hall be used.

24, [j_~veloper and :any User shall have the right to enfor~e -these cov~nants and restrictions. In the event any party defaults in its obligations, promises and duties as conta'ined herein, or breaches any of the terms and conditions as contained .

. herein, the non defaulting/non-breaching party shall h?Ve the right to enforce said covenants and restrictions by prosecuting any proceedfng a:gainst the 'party or partie$ violating or attempting to violate any one or more of the covenants and restrictions. The parties expressly state t~at the non-defaulting party shall have any remedy in either raw or equity available to it, .Including the right to recover damages and/or seek inju~ctive re lief to enforce t.he provisions hereof.

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Deveioper sh~ll have the right, ih addition to the remedies de~tribed a hove, to . enter upon any part of the User1s Tract, at any reasonable time, upon not less

th~in 48 hours ~notice, to inspect the same for a possible vi6Jation or breach of Jh.ese_covenants and restrictions. Where ah inspection shows that a viofation or breach 0f these covenants and restrictions exists, Developer, or its authorized agents, representatives and employees, shall have the right to abate and remove any structure, thing or condition causing slJch violation, at the cost and expense tjf the owner of the User Tract where the violation exists without any liability to such User for trespass or any other claim resulting from such entry. The remedies specified jn this parf3graph are cumulative and do not .preclude any other remedy in Jaw or in equity by 9ny party adversely affected by any violation

or breach of these covenants and r~strictions.

ln .. any proceHding for the enforcement of any of the provisionS": of these covenants and restrictions} or for the restraint of~ violation of any such provision) the losing party shall pay the reasonable attorney's fees and court costs of the prevailing p~rty in such ariu~iUiit as may l;>e fixed by the Court in that proceeding. Notwithstanding anything to the contrary contained herein, or any other indemnity provision contained herein, each party agrees to pefend, protect, indemnify and (told harmless each other from and against all ~!aims or pemands including any action or proceeding brought thereon~ and all costs. losses, expenses and liability .of any kind relating thereto, reasonable attorney's fees, professional fees and court costs, arising out of or resulting from the respective parties vfolation of the t$rms and conditions hereof.

No delay or failure oli the part 6f any .aggrieved p~rty to pursu.e any .~vailable remedy with respect to a violation of any provisions hereof, shari be d_e.emed to be, a waiver by such party of, or the estoppel of that pa~y to assert, any .rig.ht available to such party upon the recurrence or continuation of such violation or the occurrence of any different violation. No provision hE?reof shall be construed as to place upon the Developer or any other aggrieved party any duty to take any action to enforce the terms and conditions contained herefn ..

The terms and conditions contained herein are lb be deemed restrictions and coven;c:lnts that run with the land and are to be deemed perpetually in full force and efi~ct. Unless otherwise stated herein, such Covenants and Restrictions

s.half be binding upon the Developer, its successors and assigns and any User :now or hereafter having an interest ~n any part of the subject real property. In the event that this provision of this Declaration shall violate the Rule Against Perpetuities as It may exist in the State of Ohio, any Interest which this Q.eclaration may create must vest withfn twenty-one years after the death of the .fq.~t child living at the death Df Shayna Kolodesh.

-26. If anyprov.is(on hereof is held to be invalid by ahy court of competent jurisdiction, .-the invalidity of such prov'fsions shall not affect the vaiidity ~t any othe.r provision

contained herein. All such other provisions shall continue ih fufl force and effect

IV. AMENDMENT AND EXtENSION

Developer expr~ss.ly re.se..rves the right tb amend th$ provisions of.this . Declaration in order to promote the development of the real estate subjectto this : Declaration as well as other real estate currently owned by Developer which may be a9jacent to or within the vicinity of the subject real estate. This shall include, without limitation, the use to which a User Tract may be put. This right of amendment however,

.shall be subject to the following limitations:

1. It may not impose agalnst any User Tract ~ot . ovvned by Developer r;tt the time a more restrictive provision than herein contained wtfhout the :consent of the owner of that User Tract;

2. :ft may nat subject any User Tract to a greater pro.portfori .of a payment obligation than originq.fly provided without the cqn.$ei1t .of fhe .owner of the User Tract; and

a. It may not irnpos~ a r.q~irement on, e!iminate a r~fstdction ;()nta8ned herein, or provide any benefit for less than 91l beyelopers and User Tracts without the consent of the owners of aii .User Tracts.

V. DEVELOPER lRANSFER

"The Developer may transfer all of its rights and duties under this be.cfar.atlon Qf Comments :and Restrictions to a successor and such successor shall. have all the rights and powers herein provided for the Developer but shall be subject to the same duties and responsibilities as .Developer. This transfer shall be subject to the following conditions:

1 )" .The transfer shall be rna de by a wd-t:ten document ~xecuted b._y Developer and its successor Which ~xpressly accepts all duties and responsibilities of Developer;

2) The successor shall own at least one User Tract Whfch Is subject to this Declaration of Covena~ts and Restrictions; 3) Tract;

. . . .

The Developer must have no further o.wnership of any User .

4) Afl funds collected from pC!yments on all User Tracts not then expended shall be paid to the successor; and

5) All records of expenses and work performed fulfilling its duties and responsibilities as Developer shaH be transferred to the S.UCCf3$SOL

Upon -appointmerit of a s~ccessor py Developer, the $U_bsequent owners- of the lot qwned by the--appointed successpr shall acquire the same rights subject to the conditions 9bove stated. Jf a slibsecjuent owner is nnt willing to"aocept the responsibility of the successors one shall be selected by a majority vote of all of the owners of lots then subject fo this Declaration with each lot having one vote for this purpose. -A meeting may be called ~y a,ny. three--(3) owners for purposes of a vote upon not Jess than thirty (30) days written notice to all other owners.

Upon transfer as s~t forth above, Developer shall have no further responsibility to any owner or User of~-Tract except fn th~ -event of fraud or illegai' deallng. - _ IN WITNESS-WHEREOF, Ha_rson fnvestments, ltd. has c:dfixed its signatureby

its duly authorized generaf partner this yth day of April, 2004.

STATE OF OHIO COUNTY 0~ MONTGOMERY

) ) SS:

HARSON INVESTMENTS, L Tit An Ohio Limited Partnership By Dayton to., General Partner

By ~~? t?v S. ~r-B A_) -Shayna S. Kolodesh, President

The foregoing instrument was acknowledged by HARSON INVESTMENTS, L TO., an Ohio Limited Partnership, by Dayton Co., Its General Partn~r, By Shayna S. Kolodesh, its Presiden(

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, It: ~f'J Pub!!~, 2~2 o! n1~ 1 . l1iv tomm1sSI ho.s no c JTGtian d3bz..

THIS INSTRUMENT PREPARED BY; ALAN A. BIEGEL, ATIORNEY AT LAWctionl4703 0 R.C. Singer\Amended Declaration-Troy- Las!/ 02/17/D-1 -1 PSE 237407