IN THE COURT OF COMMON PLEAS HAMILTON COUNTY, OHIO CITY OF CINCINNATI : Case No. 801 Plum Street, Room 214 Cincinnati, Ohio 45202 : Judge: _ Plaintiff, : COMPLAINT FOR BREACH OF SETTLEMENT, PUBLIC NUISANCE, -vs- : PRELIMINARY AND PERMANENT INJUNCTIVE RELIEF, ‘VINEBROOK HOMES, LLC : DECLARATORY RELIEF, clo C T Corporation System APPOINTMENT OF A RECEIVER, 4400 Easton Commons Way : AND DAMAGES Suite 125 Columbus, OH 43219; VINEBROOK HOMES PROPERTY : MANAGEMENT COMPANY, INC. clo C'T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; ‘VINEBROOK HOMES PROPERTY MANAGEMENT COMPANY, LLC clo C'T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; VINEBROOK HOMES REALTY COMPANY, INC. clo C T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; VINEBROOK HOMES SERVICES COMPANY, INC. clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; {00377030-1} 1VBOH ANNEX LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; VINEBROOK ANNEX B OHIO LLC clo CT Corporation System. 4400 Easton Commons Way Suite 125 Columbus, OH 43219; ‘VBANNEX C OHIO LLC 3500 Park Center Dr. Suite 100 Dayton, OH 45414 VBPART BORROWER LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; VBPART II BORROWER 1 LLC c/o Graham Strong 550 Huber Road Huber Heights, OH 45424 VBPART II BORROWER 2 LLC clo Graham Strong 550 Huber Road Huber Heights, OH 45424 VBPROP BORROWER LLC clo C'T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; TRUE FM2017-1 LLC 3500 Park Center Dr. Suite 100 Dayton, OH 45414 {00377030-1}TRUE CIN2017-2 LLC 3500 Park Center Dr. Suite 100 Dayton, OH 45414 TI KC BRAVO LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; NREA VBI LLC co CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; NREA VB IT LLC clo C T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; NREA VB III LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; NREA VB IV LLC clo C'T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 48219; NREA VB V LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; NREA VB VI LLC clo GT Corporation System. {00377030-1}4400 Easton Commons Way Suite 125 Columbus, OH 43219; NREA VB VII LLC clo C'T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; VB ONE LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; VB TWO LLC clo © T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; VB SIX LLC clo C'T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; BNTR SFR OWNER LLC clo Corporation Service Company 3366 Riverside Drive, Suite 103 Upper Arlington, OH 43221; CONREX RESIDENTIAL PROPERTY GROUP 2013-2 OPERATING COMPANY LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-3 OPERATING COMPANY LLC {00377030-1}clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-4 OPERATING COMPANY LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-5 OPERATING COMPANY LLC co CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-6 OPERATING COMPANY LLC clo C T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-7 OPERATING COMPANY LLC clo C'T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-8 OPERATING COMPANY LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; {00377030-1}CONREX RESIDENTIAL PROPERTY GROUP 2013-9 OPERATING COMPANY LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-10 OPERATING COMPANY LLC clo C'T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-11 OPERATING COMPANY LLC clo C T Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2013-12 OPERATING COMPANY LLC clo CT Corporation System 4400 Easton Commons Way Suite 125 Columbus, OH 43219; CONREX RESIDENTIAL PROPERTY GROUP 2016-01 OPERATING COMPANY LLC clo Corporation Service Company 3366 Riverside Drive, Suite 103 Upper Arlington, OH 34221 CONREX RESIDENTIAL PROPERTY GROUP 2016-02 OPERATING COMPANY LLC clo Corporation Service Company {00377030-1}3366 Riverside Drive, Suite 103 Upper Arlington, OH 34221 CONREX RESIDENTIAL PROPERTY GROUP 2016-03 OPERATING COMPANY LLC clo Corporation Service Company 3366 Riverside Drive, Suite 103 Upper Arlington, OH 34221 CONREX RESIDENTIAL SMA I 2018-01 OPERATING COMPANY LLC clo Corporation Service Company 3366 Riverside Drive, Suite 103 Upper Arlington, OH 34221 CONREX ML SMA LLC 997 Morrison Dr. Suite 402 Charleston, SC 29403 CONREX ML SMA 2019-01 OPERATING COMPANY LLC clo Corporation Service Company 3366 Riverside Drive, Suite 103 Upper Arlington, OH 34221 CONREX ML PORTFOLIO 2019- 01 OPERATING COMPANY LLC clo Corporation Service Company 3366 Riverside Drive, Suite 103 Upper Arlington, OH 34221 DUSTY RHODES, AUDITOR HAMILTON COUNTY, OHIO 138 East Court Street, Room 304-A Cincinnati, Ohio 45202; and {00377030-1}JILL A. SCHILLER, TREASURER, HAMILTON COUNTY, OHIO 138 East Court Street, Room 402 Cincinnati, Ohio 45202; Defendants. Now comes Plaintiff City of Cincinnati, by and through counsel, and for its Complaint against VINEBROOK HOMES, LLC, VINEBROOK HOMES PROPERTY MANAGEMENT COMPANY, INC., VINEBROOK HOMES PROPERTY MANAGEMENT COMPANY, LLC, VINEBROOK HOMES REALTY COMPANY, INC., VINEBROOK HOMES SERVICES COMPANY, INC., VBOH ANNEX LLC, VINEBROOK ANNEX B OHIO LLC, VBANNEX C OHIO LLC, VBPART BORROWER LLC, VBPART II BORROWER 1 LLC, VBPART II BORROWER 2 LLC, VBPROP BORROWER LLC, TRUE FM2017-1 LLC, TRUE CIN2017-2 LLC, TI KC BRAVO LLC, NREA VB I LLC, NREA VB II LLC, NREA VB III LLC, NREA VB IV LLC, NREA VB V LLC, NREA VB VI LLC, NREA VB VII LLC, VB ONE LLC, VB TWO LLC, VB SIX LLC, BNTR SFR OWNER LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-2 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-3 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-4 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-5 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-6 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-7 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY {00377030-1} 8GROUP 2013-8 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-9 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-10 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-11 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2013-12 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2016-01 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2016-02 OPERATING COMPANY LLC, CONREX RESIDENTIAL PROPERTY GROUP 2016-03 OPERATING COMPANY LLG, CONREX RESIDENTIAL SMA I 2018-01 OPERATING COMPANY LLC, CONREX ML SMA LLC, CONREX ML SMA 2019-01 OPERATING COMPANY LLC, and CONREX ML PORTFOLIO 2019-01 OPERATING COMPANY LLC (collectively “Defendant Vinebrook”), along with the other Defendants, respectfully states as follows: INTRODUCTION 1. Plaintiff City of Cincinnati (the “City”) has a fundamental, constitutional interest in protecting the health, safety, and welfare of its residents—including residents who rent their homes. See Ohio Constitution, Article XVIII, Section 3. 2, Tens of thousands of Cincinnatians participate in the rental market each year. In 2020, sixty-one percent of occupied housing units in Cincinnati were renter- occupied, for a total of 84,680 renter-occupied units. See City of Cincinnati, Planning and Engagement, Citywide 2020 Data, _https:/iwww.cincinnati-oh.covisites /planniny/assets/2020%20CENSUS/Citywide 2020.pdf (accessed January 9, 2023). {00377030-1} 93. In the past three years, the City has experienced some of the fastest rent hikes in the nation. Rent asks in Cincinnati rose twenty-six percent year over year in August of 2022, the largest increase among the 50 most populous U.S. metropolitan areas. See Redfin, Rental Market Tracker: Asking Rents Climb 11% in August, the Smallest Gain in a Year, httys:/Avww.redfin,com/news/redfin-rental-report-aucust- 2022/ (accessed January 9, 2022). 4, The combination of high rental market participation and rapidly rising rental rates leaves Cincinnati residents vulnerable to predatory rental practices, including intentional violations of the Ohio Landlord Tenant Act pursued by landlords with the knowledge that individual tenants often lack the resources and legal counsel to enforce their rights in court. 5. The City brings this action on behalf of itself and its residents seeking injunctive and declaratory relief against the illegal and predatory landlord practices of Defendant Vinebrook Homes, abatement of the public nuisance that Vinebrook has created in the City, and recovery of past-due abatement costs and damages. PARTIES 6. Plaintiff City of Cincinnati is a home-rule municipal corporation chartered under Article XVIII, Section 7 of the Ohio Constitution. The City is located in Hamilton County, Ohio. 7. The following Defendants, collectively referred to as “Defendant Vinebrook” or the “Vinebrook LLCs,” own, operate, manage, and/or owned rental properties located in the City: {00377030-1} 10a, VINEBROOK HOMES, LLC, a Delaware limited liability company; b. VINEBROOK HOMES PROPERTY MANAGEMENT COMPANY, INC., an Ohio corporation for profit; c. VINEBROOK HOMES PROPERTY MANAGEMENT COMPANY, LLC, an Ohio limited liability company; a . VINEBROOK HOMES REALTY COMPANY, INC., an Ohio corporation for profit; e. VINEBROOK HOMES SERVICES COMPANY, INC., an Ohio corporation for profit; f£. VBOH ANNEX LLC, an Ohio limited liability company; g. VINEBROOK ANNEX B OHIO LLC, an Ohio limited liability company; s VBANNEX C OHIO LLC, a purported “LLC” that is not registered with the Ohio Secretary of State; i. VBPART BORROWER LLC, a Delaware limited liability company; j. VBPART II BORROWER 1 LLC, a Delaware limited liability company; e . VBPART II BORROWER 2 LLC, a Delaware limited liability company; |. VBPROP BORROWER LLC, a Delaware limited liability company; m. TRUE FM2017-1 LLC, a purported “LLC” that is not registered with the Ohio Secretary of State; n. TRUE CIN2017-2 LLC, a purported “LLC” that is not registered with the Ohio Secretary of State; o. TIKC BRAVO LLC, a Delaware limited liability company; {00377030-1} llp. NREA VBILLC, a Delaware limited liability company; q. NREA VB II LLC, a Delaware limited liability company; r. NREA VBIII LLC, a Delaware limited liability company; s, NREA VB IV LLC, a Delaware limited liability company; t. NREA VB V LLC, a Delaware limited liability company; u. NREA VB VI LLC, a Delaware limited liability company; v. NREA VB VII LLC, a Delaware limited liability company; w. VB ONE LLC, a Delaware limited liability company; x. VB TWO LLC, a Delaware limited liability company; y. VB SIX LLC, a Delaware limited liability company; z. BNTR SFR OWNER LLC, a Delaware limited liability company; aa.CONREX RESIDENTIAL PROPERTY GROUP 2013-2 OPERATING COMPANY LLC, a Delaware limited liability company; bb.CONREX RESIDENTIAL PROPERTY GROUP 2013-3 OPERATING COMPANY LLC, a Delaware limited liability company; cc. CONREX RESIDENTIAL PROPERTY GROUP 2013-4 OPERATING COMPANY LLC, a Delaware limited liability company; dd.CONREX RESIDENTIAL PROPERTY GROUP 2013-5 OPERATING COMPANY LLC, a Delaware limited liability company; ee. CONREX RESIDENTIAL PROPERTY GROUP 2013-6 OPERATING COMPANY LLC, a Delaware limited liability company; {00377030-1} 12ff. CONREX RESIDENTIAL PROPERTY GROUP 2013-7 OPERATING COMPANY LLC, a Delaware limited liability company; gg.CONREX RESIDENTIAL PROPERTY GROUP 2013-8 OPERATING COMPANY LLC, a Delaware limited liability company; hh.CONREX RESIDENTIAL PROPERTY GROUP 2013-9 OPERATING COMPANY LLC, a Delaware limited liability company; ii. CONREX RESIDENTIAL PROPERTY GROUP 2013-10 OPERATING COMPANY LLC, a Delaware limited liability company; jj. CONREX RESIDENTIAL PROPERTY GROUP 2013-11 OPERATING COMPANY LLC, a Delaware limited liability company; kk.CONREX RESIDENTIAL PROPERTY GROUP 2013-12 OPERATING COMPANY LLC, a Delaware limited liability company; ll. CONREX RESIDENTIAL PROPERTY GROUP 2016-01 OPERATING COMPANY LLC, a Delaware limited liability company; mm. CONREX RESIDENTIAL PROPERTY GROUP 2016-02 OPERATING COMPANY LLC, a Delaware limited liability company; nn.CONREX RESIDENTIAL PROPERTY GROUP 2016-03 OPERATING COMPANY LLC, a Delaware limited liability company; oo. CONREX RESIDENTIAL SMA I 2018-01 OPERATING COMPANY LLC, a Delaware limited liability company; pp.CONREX ML SMA LLC, a purported “LLC” that is not registered with the Ohio Secretary of State; {00377030-1} 13qq. CONREX ML SMA 2019-01 OPERATING COMPANY LLC, a Delaware limited liability company; rr, CONREX ML PORTFOLIO 2019-01 OPERATING COMPANY LLC, a Delaware limited liability company; 8. Upon information and belief, Defendant Vinebrook operates each of the Vinebrook LLCs listed in the above paragraph as part of a common business scheme to rent real property throughout the City and Hamilton County. 9. Upon information and belief, the Vinebrook LLCs are managed and controlled by the same core staff and interact with their tenants through the same phone numbers, offices, and online portals. 10. The Treasurer and Auditor of Hamilton County, Ohio, may have or claim to have some interest in or lien upon the properties that are the subject of this action based on property taxes owed and unpaid. JURISDICTION AND VENUE 11. Jurisdiction and venue are proper in this Court. STATEMENT OF FACTS Vinebrook’s Cincinnati Network 12, Defendant Vinebrook is a billion-dollar real estate investment trust operating in eighteen states and specializing in the provision of single-family rental housing. {00377030-1} 1418. Founders of Defendant Vinebrook began to acquire property in Cincinnati at the height of the foreclosure crisis, purchasing nearly 200 homes in Hamilton County between 2008 and 2012. 14. Today, Defendant Vinebrook owns more than 3,000 buildings in Hamilton County, at least 964 of which are located in the City (the “Cincinnati Network’). See Exhibit A, Vinebrook Dwelling Units by Neighborhood. 15. Defendant Vinebrook acquires and holds rental property in its Cincinnati Network through dozens of limited liability companies (the “Vinebrook LLCs") 16. Each Vinebrook LLC has a different name and may be registered with the Ohio Secretary of State by a different agent. Some purported “LLCs” controlled by Defendant Vinebrook are not properly registered with the Ohio Secretary of State. 17. The Vinebrook LLCs hold anywhere from one to two hundred properties at a time and regularly transfer properties among themselves. 18. Defendant Vinebrook’s practice of dispersing and transferring propertios among the Vinebrook LLCs makes its Cincinnati Network difficult for local regulators and code enforcement officials to track. 19. Upon information and belief, this effect is purposeful: Defendant Vinebrook transfers properties among the Vinebrook LLCs and incorporates new LLCs at least in part as an attempt to evade compliance with the City’s building, health, and safety codes. 20. At the filing of this Complaint, the City is aware of at least 62 Vinebrook LLCs that currently own property in Hamilton County. {00377030-1) 1521. Discovery in this case may reveal more Vinebrook LLCs operating in Hamilton County and the City, The 2021 Lawsuit and Settlement Agreement 22. The City has sued Defendant Vinebrook once before, after review of code enforcement records revealed hundreds of thousands of dollars in past due fines and fees generated by Defendant Vinebrook’s serial violation of CMC health and building code standards. See City of Cincinnati v. Vinebrook, LLC, et al., Case No. A 2102259 (the “2021 Lawsuit”) 23. At the time the 2021 Lawsuit, the City was aware of only sixteen Vinebrook entities (the “2021 Vinebrook Defendants”) and filed its claims against those entities alone. 24, The 2021 Lawsuit was settled and dismissed in accordance with the Settlement Agreement attached as Exhibit B. 25. Pursuant to the 2021 Settlement Agreement, the 2021 Vinebrook Defendants agreed, among other things, to: a. Cure all building code violations alleged in the 2021 Lawsuit! within 45 days of the execution of the Agreement (or by October 11, 2021). b. Pay the City a $500.00 inspection fee for each inspection Vinebrook requested for closure of outstanding building code violations more than fifty days after execution of the Agreement. 1 Except for violations at 6031 Connecticut Court, which was resolved via a separate contract provided by Vinebrook to the Cit {00377030-1} 16c. Register each residential rental property that Vinebrook owns in the City as required by CMC Chapter 874 within 60 days of the execution of the Agreement (or by October 26, 2021). d. Refrain from evicting any tenant on the sole basis of non-payment of GCWW debt that was subject of the 2021 Lawsuit unless certain conditions were met. e. Provide tenants with information on rental assistance programs known to Vinebrook, including information provided by the City to Vinebrook. £. Utilize reasonable efforts to work with Vinebrook tenants to allow them an opportunity to submit a hardship request for Vinebrook’s Resident Hardship Program prior to filing a non-payment eviction. 26. As described below and in Count V of this Complaint, Defendant Vinebrook breached multiple sections of the 2021 Settlement Agreement, including but not limited to each of the terms listed above. 27. Moreover, since the 2021 Settlement Agreement was reached, new facts about the Defendant Vinebrook’s scope of operations, business model, and operating practices have come to light, 28. Increased scrutiny by media and local housing partners revealed more than forty Vinebrook LLCs owning property in Hamilton County that were not subject to the City’s 2021 lawsuit. 29. The Vinebrook Defendants that were not subject to the City’s 2021 lawsuit owe the City thousands of dollars in private lot abatement costs. {00377030-1} 1730. The Vinebrook Defendants that were subject to the 2021 lawsuit have accumulated new debt in the form of private lot abatement costs, liabilities for breach of the 2021 Settlement Agreement, and additional damages described below. Vinebrook’s Business Model 31. Defendant Vinebrook generates profit by “acquiring, renovating and leasing single family homes.” See “Vinebrook Homes: About Us,” https:/Awww.vinebrookhomes.com/about-us (accessed January 9, 2023). 32. In particular, Defendant Vinebrook targets single-family homes that can be acquired below median sales price in Cincinnati, ‘renovates’ these homes, and leases primarily to low- and middle-income Cincinnatians. 38. Defendant Vinebrook also targets homes in specific areas, producing high concentrations of Vinebrook properties in particular neighborhoods. See Exhibit A; Exhibit C, Market Value by Neighborhood. 34. West Price Hill, the Cincinnati neighborhood with the highest number of Vinebrook homes, is a victim of Defendant Vinebrook’s business model. a. Upon information and belief, Defendant Vinebrook owns at least 271 housing units in West Price Hill. b. At least 246 of these 271 Vinebrook units are single family dwellings c. The total market value of Defendant Vinebrook’s West Price Hill portfolio exceeds 15 million dollars. d. The average market value of a Vinebrook property in West Price Hill as of September 2022 was approximately $60,193.81. See Exhibit C. {00377030-1} 18e. The median home value in West Price Hill is $93,727. See West Price Hill, 2020 Statistical Neighborhood Approximation, available at https://www.cincinnati-oh. zov/sites/planning/assets/2020%20CENSUS /WestPriceHill_2020.ndf (accessed January 9, 2022). f, According to 2020 U.S. Census data, there are 4,302 renter-occupied housing units in West Price Hill and 297 vacant units for rent, for a total of 4,599 rental units operating in the neighborhood. See id. g. Per these statistics, Defendant Vinebrook owns and operates nearly six percent of rental housing stock in West Price Hill. h. The already dense concentration of Vinebrook homes in West Price Hill rises higher on specific streets. The image below shows five adjacent streets in West Price Hill: Prosperity Place, Ashbrook Drive, Green Glen Lane, Hardwick Drive, and North Overlook Avenue. {00877030-1} 19j. Together, these five streets contain 268 parcels and span roughly three U.S. Census tracts. k. Defendant Vinebrook owns at least 55 of the 268 parcels situated on Prosperity Place, Ashbrook Drive, Green Glen Lane, Hardwick Drive, and North Overlook Avenue, for a total Vinebrook ownership rate of 20.52%. 35. The same model is on display in Westwood, the Cincinnati neighborhood with the second-largest number of Vinebrook homes. a. Upon information and belief, Defendant Vinebrook owns at least 245 housing units in Westwood. b. 231 of these 245 Vinebrook units are single family dwellings. ¢. The total market value of Defendant Vinebrook’s Westwood portfolio exceeds 14 million dollars. d. The average market value of a Vinebrook property in Westwood is approximately $61,012.94. See Exhibit C. e. The median home value in Westwood is $111,836.00. See Westwood, 2020 Statistical Neighborhood Approximation, available at https:/Awww.cincinnati-oh. gov/sites/planning/assets/2020% 20CENSUS/Westwood 2020. pdf (accessed January 9, 2022). f. According to 2020 U.S. Census data, there are 9,797 renter-occupied housing units in Westwood, 887 vacant units for rent, and 29 units {00377030-1} 20rented but not occupied, for a total of 10,718 rental units operating in the neighborhood. See id. Per these statistics, Defendant Vinebrook owns and operates 2.3% of rental housing stock in Westwood ‘The already dense concentration of Vinebrook homes in Westwood rises higher on specific streets. For example, on Shaffer Avenue—the street adjacent to the Ryan Memorial Commons—Defendant Vinebrook owns 9 out of 118 parcels, for a total Vinebrook ownership rate of 7.6%. 36. The same model is on display in College Hill, the Cincinnati neighborhood with the third-largest number of Vinebrook homes. a. Upon information and belief, Defendant Vinebrook owns at least 114 housing units in College Hill. 107 of these 114 Vinebrook units are single family dwellings. The total market value of Defendant Vinebrook’s College Hill portfolio exceeds 8 million dollars. ‘The average market value of a Vinebrook property in College Hill is approximately $72,022.87. See Exhibit C. ‘The median home value in College Hill is $123,314.00. See College Hill, 2020 Statistical Neighborhood Approximation, available at https:/hwww.cincinnati-oh. gov/sites/planning/assets/2020%20 CENSUS/Colle geHill 2020 pdf (accessed January 9, 2028). {00377030-1} 21£ According to 2020 U.S. Census data, there are 3,095 renter-occupied housing units in College Hill, 181 vacant units for rent, and 28 units rented but not occupied, for a total of 3,304 rental units operating in the neighborhood. See id. g. Por these statistics, Defendant Vinebrook owns and operates 3.5% of rental housing stock in College Hill. h. The already dense concentration of Vinebrook homes in College Hill rises higher on specific streets. i. The image below shows six adjacent streets in College Hill: North and South Lynnebrook Drive, West Way, North Way, East Way, Alsie Avenue, and the 5700 to 5764 block of Kenneth Avenue. {00377030-1} 22j. Together, these six streets contain 148 parcels and span roughly four U.S. Census tracts. k, Defendant Vinebrook owns at least 16 of the 148 parcels situated on North and South Lynnebrook Drive, West Way, North Way, East Way, Alsie Avenue, and the 5700 to 5764 block of Kenneth Avenue, for a total Vinebrook ownership rate of 10.81%. 37. Upon information and belief—due in part to Vinebrook’s practice of targeting homes available below median sales price—many of the homes that Defendant Vinebrook purchases fail to meet the requirements of the City’s health, building, and safety codes at time of acquisition. 38. This makes the ‘renovation’ step of Defendant Vinebrook’s business model critical: Defendant Vinebrook must repair its properties to CMC compliance before it can lease the homes it acquires to new tenants. See R.C. 5321.04. 39. Defendant Vinebrook must also maintain CMC compliance throughout a tenancy. Id. 40. Upon information and belief, as described throughout this Complaint, Defendant Vinebrook routinely fails to renovate, repair, and maintain its properties in compliance with housing, safety, and building code standards. 41, Upon information and belief, this failure is intentional: Defendant Vinebrook’s business model relies on keeping renovation and maintenance costs low, and Vinebrook chooses to flout the City’s building, health, and safety standards to artificially minimize its renovation and maintenance costs. {00377030-1} 2342. As described further below, Defendant Vinebrook systemically renovates its properties without required permits; declines to perform necessary property maintenance and repairs in occupied units; deters tenants from reporting housing and building code violations to Vinebrook and the City; and leverages its substantial market power in Cincinnati neighborhoods to extract rent for buildings that are non- compliant with local health, safety, and building code standards. 43. Defendant Vinebrook also leverages its substantial market power to impose illegal lease terms on thousands of Cincinnati tenants, in blatant violation of state and local law. 44, Each of the above practices imposes concrete harm to the City, including, but not limited to: decreased permit revenue; accelerated deterioration of Cincinnati housing stock; diminished property values and property tax revenue, particularly in the Cincinnati neighborhoods and blocks where Defendant Vinebrook chooses to concentrate; increased risk of future uninhabitability and vacancy in Defendant Vinebrook’s properties; and increased administrative burden and expenditures to identify, track, and correct building and housing code violations, 45. The City brings this action on behalf of itself and its residents to protect our communities from derelict and predatory property management practices Vinebrook’s Lease Terms & Property Maintenance 46. The City has reviewed eleven Vinebrook leases executed within the last 5 years, all of which impose illegal lease terms regarding property maintenance on Cincinnati residents. {00377030-1} 2447. The lease attached as Exhibit D and hereby incorporated by reference is a representative example of all the leases the City reviewed. 48. Lease terms common to Exhibit D and each other lease the City reviewed include: a. Maintenance Shifting Lease Term One, Disclaimer of the Warranty of Habitability and Attempted Waiver of Landlord Liability: “Lessor makes no express of implied warranties as to The Property’s condition . . . The Lessor shall, in no event, and under no circumstances, be or become liable for any loss, damage, or injury to person or property which may occur to the Lessee, his family, or employees.” See Exhibit D, Section 3.1. b, Maintenance Shifting Lease Term Two, Maintenance and Water Infiltration in Basements and Garages: “Lessee agrees, by initials below, that in the event The Property has a basement and/or garage, such space is not included in the rentable space, not included in any rental amount, and should not be considered living space . . . Lessee agrees to be responsible for maintaining these areas properly, including using a dehumidifier in basement areas to minimize the moisture and clean up any water infiltration that might occur.” See Exhibit D, Section 4.1. c. Maintenance Shifting Lease Term Three, ‘Small Cost’ Repairs and Imposition of Fees: “Any small cost repair is the responsibility of {00377030-1} 25the Lessee. Lessee may call any item in as a service call, and, if it is determined the charge is to be borne by the Lessee, the Lessor may charge the Lessee for the repair.” See Exhibit D, Section 11. d. Maintenance Shifting Lease Term Four, Uninhabitability: “Lessor shall not be responsible to provide temporary or permanent alternative housing nor shall Lessor be held liable for the cost of such in the event ‘The Property is rendered uninhabitable regardless of reason.” See Exhibit D, Section 11.1. e. Maintenance Shifting Lease Term Five, Pests and Rodents: “Other than termite control, the Lessee shall be responsible for pest control.” See Exhibit D, Section 11.7. f. Maintenance Shifting Lease Term Six, Denial of Work Orders: “Lessee is required, as per Lessor property rules and regulations (‘move- in packet’) as adapted from time-to-time without notice to Lessee, to provide adequate call-ahead notice for repair and work order requests made to Lessor. If Lessor can confirm receipt of Lessce's request for work, and Lessor fails with (1) work order completion, or (2) contact to Lessee explaining with any reason whatsoever that the work is being charged to Lessee, whether the work is completed before or after the fact, or (3) contact to Lessee that work is being denied by Lessor for any reason whatsoever, Lessee shall provide Lessor thirty (30) day written {00377030-1} 26notice requesting a determination on any and all open work orders.” See Exhibit D, Section 12.2. g. Maintenance Shifting Lease Term Seven, Increased Rent Charge for Maintenance Request: “If Lessor or Lessor’s agents . . should we determine that the service call was unnecessary or that the problem was created by abuse or neglect of the Lessee, his family, guests, or others, Lessor may charge Lessee a ‘trip fee’ in the amount of $75.00, which shall be considered additional rent.” See Exhibit D, Section 12.3. 49. Upon information and belief, all Vinebrook leases in the Cincinnati area contain the same or substantially the same lease terms recounted above (the “Maintenance Shifting Lease Terms”). 50. Upon information and belief, Vinebrook has executed leases containing these same Maintenance Shifting Lease Terms with thousands of Cincinnati tenants. 51. The Maintenance Shifting Lease Terms are illegal and unenforceable in the state of Ohio and City of Cincinnati. 52. Each Maintenance Shifting Lease Term violates one or more of the following state and local laws: a. R.C. 5321.02, Retaliatory Conduct of Landlord Prohibited. b. R.C. 5821.04, Obligations of Landlord. c. R.C. 5321.06, Rental Agreement Terms {00377030-1} 27d. R.C. 5321.07, Notice to Landlord to Remedy Condition; Deposit of Rent with Court or Other Remedies. e. R.C. 5321.12, Recovery of Damages. f. RC. 5321.13, Rental Agreement Terms Barred. g. CMC 871-9, Obligations of Landlords and Tenants. h. CMC 871-11, Notice to Tenants. i. CMC 871-15, Court Action. j. CMC 1117-45, General Maintenance and Repair. k. CMC 1117-51, Maintenance of Accessory and Appurtenant Structures. 1. CMC 1117-67, Responsibilities. m. CMC 1601-17, Vermin Control. 58. The Vinebrook Defendants operate a billion-dollar corporate enterprise with access to sophisticated legal counsel. This enterprise specializes in the provision and operation of rental housing. 54. The Vinebrook Defendants know or should know that the Maintenance Shifting Lease Terms violate state and local law, including R.C. Chapter 6321 (the Ohio Landlord Tenant Act) and the CMC. 55. The Vinebrook Defendants intentionally chose, despite this knowledge, to include the Maintenance Shifting Lease Terms in thousands of leases for Cincinnati rental properties. 56. Even though the Maintenance Shifting Lease Terms are not enforceable in court, their inclusion in Defendant Vinebrook’s leases fundamentally alters the {00377030-1} 28landlord-tenant relationship in a manner harmful to Vinebrook tenants, their neighbors, and the City as a whole. 57. Upon information and belief, the Maintenance Shifting Lease Terms are designed to—and often succeed in—leading Vinebrook tenants to believe that they are legally and financially responsible to perform maintenance tasks that are Defendant Vinebrook’s responsibility by law. 58. Defendant Vinebrook encourages this false perception on its website and in its direct communications with tenants. 59. Defendant Vinebrook’s Service Request Submittal webpage falsely claims that “{aJll pest control” and “[s}malll item repairs” are “the responsibility of the lease holder.” Screenshots of this online portal as it existed on December 13, 2023, are attached hereto as Exhibit E. See also Vinebrook Homes, Service Request Submittal, https:/Awww.vinebrookhomes.com/service-request/home-maintenance (accessed January 9, 2028); Exhibit D, Sections 11 and 11.7. 60. Neither Defendant Vinebrook’s website nor its lease define what a “small item” or “small cost” repair actually is, leaving Vinebrook tenants in the dark as to their purported “small cost” maintenance responsibilities. 61. Defendant Vinebrook’s agents and employees have repeatedly stated to Vinebrook tenants and City health and building inspectors Defendant Vinebrook’s intention not to complete extermination services or “small cost” repairs at various properties. {00377030-1} 2962. One example of Defendant Vinebrook’s correspondence denying extermination services to tenants is attached hereto as Exhibit F 63. Upon information and belief, Defendant Vinebrook has denied hundreds of tenant requests for extermination services and “small item repairs’ across its Cincinnati portfolio. 64. Each denial of extermination services and “small item repairs” was made in violation of state and local law and enabled by the Maintenance Shifting Lease Terms. Barriers to Tenant Maintenance Requests & Reporting of Code Violations 65. In concert with the illegal Maintenance Shifting Lease Terms, the Vinebrook Defendants intentionally create financial and logistical barriers (the “Maintenance Request Deterrents”) to impede tenant access to maintenance and repairs. 66. For example, a tenant who wishes to place a maintenance request on Vinebrook’s online portal is advised: “{I]f the reason for the service request falls under the responsibility of the lease holder, a minimum service fee of $75 will be charged to the resident account. Do not submit duplicate requests (duplicate requests can cause delays in sending a technician from the date the original ticket was received. Trip fees will be billed to residents for duplicate requests.)” See Exhibit E; Vinebrook Homes, Service Request Submittal, https://www.vinebrookhomes.com/service- xe quest/home-maintenance (accessed January 9, 2023). {00377030-1} 3067. Defendant Vinebrook bills its $75 trip fee to tenant accounts as rent. See Exhibit D, Section 12.3 (“Lessor may charge Lessee a ‘trip fee’ in the amount of $75.00, which shall be considered additional rent.”). 68. This imposition of additional rent charges in retaliation for maintenance requests that Defendant Vinebrook unilaterally deems “unnecessary” (per Maintenance Shifting Lease Term 7) or “duplicate” (per Vinebrook’s website) is a blatant violation of R.C. 5321.02. 69. A tenant who attempts to place a maintenance request via phone is similarly threatened with financial penalties. 70. As of December 13, 2023, the voicemail answering service for Defendant Vinebrook’s maintenance extension stated: “If you are calling about an already- submitted work order, please be careful not to submit duplicate requests. Duplicated requests may result in trip fees and other charges per the terms of your lease agreement.” 71. Upon information and belief, this combination of Maintenance Shifting Lease Terms and Maintenance Request Deterrents produces Defendant Vinebrook’s desired effect: fewer property maintenance requests from tenants, 72. The practical effect of Defendant Vinebrook’s fees for duplicate or “unnecessary” maintenance requests is to deter tenants who receive little or no response to their first maintenance request from continuing to pursue repairs. 78, Defendant Vinebrook leaves these tenants with an intentionally unappealing set of options: 1) make another request, risking fees from Vinebrook; 2) {00377030-1} 31report to the City, risking additional charges and retaliation from Vinebrook; 3) fix the issue with their own funds, if they can; or 4) endure the conditions. 74. Multiple Vinebrook tenants have informed City inspectors that they did not submit a maintenance request to Vinebrook because they feared the imposition of fees by Vinebrook. 75. Likewise, multiple Vinebrook tenants have reported to City inspectors that they endured despicable housing conditions—including lack of heat, ongoing water intrusion, and infestation—for weeks after Defendant Vinebrook refused to address their pending maintenance request. 76. Defendant Vinebrook’s Maintenance Shifting Lease Terms and Maintenance Request Deterrents result in deferred property maintenance and accelerated deterioration of properties across its portfolio, 77. For example, when the presence of mold or rodents in a home goes unreported, the underlying conditions causing the violations—including water intrusion, leaking pipes, and exterior cracks or openings in siding—often go unaddressed. Each of these conditions create worsening effects over time. 78. Defendant Vinebrook’s Maintenance Shifting Lease Terms and Maintenance Request Deterrents result in fewer reports of housing and building code violations to the City and impede the City’s ability to enforce its housing, health, and building codes. {00377030-1} 3279. When Defendant Vinebrook falsely instructs its tenants that they are responsible to fund repairs or pay civil fines for housing and building code violations, those tenants are strongly discouraged from reporting violations to the City. 80. For example, a tenant who cannot afford extermination services—and is falsely informed by Vinebrook that they are required to pay for extermination services and/or civil fines for non-compliance with Health Department orders—is strongly discouraged from reporting an infestation to the City. 81. As a result of Defendant Vinebrook’s Maintenance Shifting Lease Terms and Maintenance Request Deterrents, City inspectors and administrators are forced to spend additional time, effort, and taxpayer resources to ascertain the true condition of Vinebrook’s property portfolio. 82. Between January 1, 2011 and January 9, 2023, the Building Department completed 1,687 inspections at Defendant Vinebrook’s properties, resulting in an expenditure in staff time alone of $34,504.77. See Exhibit G. This expenditure does not include Health Inspector staff time or overhead, mileage, and other associated costs of inspection. 83. City expenditures on code enforcement at Defendant Vinebrook’s properties have increased exponentially since 2017. Id. 84. In 2022, City building inspectors completed 420 inspections at Defendant Vinebrook’s properties, the highest number of annual inspections to date. This number does not include Health Department inspections. Id. {00377030-1} 33,85. The 420 Building Department inspections completed at Defendant Vinebrook’s properties in 2022 spanned 175 individual cases. This means that, on average, each open case resulted in 2.4 inspections, Some cases resulted in far more. 86. Upon information and belief, City resources already expended to document the condition of Vinebrook properties and enforce building, health, and safety requirements far exceed the City resources that would have been necessary to achieve these goals in the absence of Vinebrook’s Maintenance Shifting Lease Terms and Maintenance Request Deterrents. 87. The City resources required to continue monitoring and enforcing the CMC across Defendant Vinbrook’s portfolio will remain at this heightened level so long as the Maintenance Shifting Lease Terms and Maintenance Request Deterrents are imposed on Vinebrook tenants. 88. The accelerated deterioration and deferred maintenance of Vinebrook properties results in depreciated property values and property tax revenue for the City, particularly in the neighborhoods and census tracts where Defendant Vinebrook concentrates. 89. The combination of Maintenance Shifting Lease Terms and Maintenance Request Deterrents also places Vinebrook tenants at higher risk of housing insecurity and forced displacement, both through uninhabitable conditions and eviction. ‘The Predatory Eviction Lease Terms 90. Evictions and housing conditions are inextricably linked. {00377030-1} 3491. The mere filing of an eviction case against a tenant—whether or not the case proceeds to judgment—impairs that tenant's credit and makes it substantially more difficult for the tenant to find replacement housing. 92. Many landlords refuse to rent to tenants with a recent eviction filing or judgment against them. This practice is known as “tenant blacklisting.” See, e.g., Paul A. Franzese, A Place to Call Home: Tenant Blacklisting and the Denial of Opportunity, 45 FORDHAM URB. LJ. 661 (2018). 93. The harm of tenant blacklisting is especially acute in cities, like Cincinnati, that have a shortage of affordable housing. 94. Other quantifiable harms produced by eviction and forced relocation include poorer physical and mental health, increased risk of homelessness, increased risk of employment loss, loss of personal property, damage to credit standing, and relocation into sub-standard housing. See, e.g., Matthew Desmond & Rachel Tolbert Kimbro, Eviction’s Fallout: Housing, Hardship, and Health, 94 SOC. FORCES 295, 301-302 (2015). 95, Landlords can and often do leverage the threat of eviction and tenant blacklisting to impose heightened fees and discourage tenants from reporting housing conditions problems, even though this practice is prohibited by state law. See R.C. 6821.02. 96. Defendant Vinebrook engages in this predatory practice. {00377030-1} 3597. Specifically, Defendant Vinebrook imposes on its Cincinnati tenants a host of illegal and unconscionable lease terms related to eviction (the “Predatory Eviction Lease Terms”), including: a. Predatory Eviction Lease Term One, Unilateral 200% Holdover Charge with Attorney Fees and Indemnification: “Holdover is defined as the following: (1) Lessee gives notice to vacate and continues to occupy The Property after such indicated date; or (2) Lessor gives notice of non-renewal or notice to vacate and Lessee continues to occupy the Property after such indicated date. Lessee will pay Holdover Rent as defined in this section for such holdover period and indemnify Lessor and Lessor’s prospective new tenants of The Property for any damages, including, but not limited to, lost Rent, lodging expenses, costs of eviction, and attorney's foes. Holdover Rent will be set at an additional amount of 200% (or two times) monthly rent, calculated on a daily basis.” See Exhibit D, Section 3.4.2. b. Predatory Eviction Lease Term Two, Accelerated Charge of Subsequent Rent: “Lessor reserves the right to reject all late rent, and late rent will not be accepted unless applicable charges are paid, including any and all fees, charges, and, if payment is made after the 19th of the month, the next month's rent charges.” See Exhibit D, Section 6.3.3. {00377030-1} 36¢. Predatory Eviction Lease Term Three, Minimum $350 Attorney Fees: “In the event Lessee is in default . . . Lessee will be liable for . . . All costs associated with the eviction of Lessee, including any and all lease reinstatement fees or legal fees or attorney fees. Lessee will assess a minimum charge of three hundred, fifty dollars ($350.00). See Exhibit D, Section 13.6. 98. The Predatory Eviction Lease Terms were common to each of the eleven ‘Vinebrook leases that the City reviewed. 99. As with the Maintenance Shifting Lease Terms, each of the above Predatory Eviction Lease Terms is illegal and unenforceable in Ohio. 100. Each Predatory Eviction Lease Term violates one or more of the following state and local laws: d. R.C. 5321.06, Rental Agreement Terms e. R.C. 5321.07, Notice to Landlord to Remedy Condition; Deposit of Rent with Court or Other Remedies. f. B.C. 5321.12, Recovery of Damages. g. R.C, 5821.13, Rental Agreement Terms Barred. h. R.C, 5821.15, Prohibited Self-Help Remedies of Landlord. i. CMC 871-9, Obligations of Landlords and Tenants 101. Upon information and belief, Defendant Vinebrook has executed leases containing the Predatory Eviction Lease Terms with thousands of Cincinnati residents. {00377030-1} 37102. Defendant Vinebrook knows or should know that the Predatory Eviction Lease Terms violate state and local law, including the Ohio Landlord Tenant Act and the CMC. 103. Defendant Vinebrook intentionally chose, despite this knowledge, to include the Predatory Eviction Lease Terms in thousands of leases for Cincinnati rental properties. 104. Worse yet, Defendant Vinebrook openly engages in illegal threats of self- help eviction. 105. Defendant Vinebrook has repeatedly issued the notice attached hereto as Exhibit H (the “Self-Help Eviction Notice”) to tenants it believes to be behind on rent. 106. The Self-Help Eviction Notice states: At this time, your rent is unpaid. Please consider this a 24- hour notice that we will be conducting an interior inspection of the home. The purpose of this inspection is to confirm out opinion and to take possession of the premises by securing the property. This may include changing the locks, disconnecting utilities and disposing of any and all abandoned property. Exhibit H (emphasis added.) 107. This threat of utility shut-off is a blatant violation of R.C. 5821.15 and CMC 401-93-A. 108. Additional predatory eviction practices undertaken by Defendant Vinebrook that heighten Vinebrook tenants’ vulnerability to eviction include: j. Defendant Vinebrook’s policy and practice of automatically locking tenants out of its online portal upon registering a past-due balance, {00377030-1} 38thereby ensuring that tenants cannot access their lease and rental ledger or make payments. k. Defendant Vinebrook’s consistent refusal to respond to tenant inquiries on how to pay or challenge the validity of an alleged past-due balance. 1. Defendant Vinebrook’s policy and practice of making lump-sum payments to GCWW without notice to affected tenants, then immediately assessing the full value of the GCWW payment to the tenants’ rental ledgers. 109. Defendant Vinebrook’s predatory eviction practices harm the City in numerous ways. 110. Since the onset of the pandemic, the City has dedicated hundreds of thousands of dollars to emergency rental assistance. These funds are often used by tenant-defendants in eviction actions to pay an alleged past-due rental balance. 111. Defendant Vinebrook’s Predatory Eviction Lease Terms directly interfere with the administration and allocation of funds for emergency rental assistance. 112. Upon information and belief, tens of thousands of dollars in emergency rental assistance from the City has been paid to Defendant Vinebrook to stave off evictions of Vinebrook tenants, 113. Upon information and belief, Defendant Vinebrook routinely demands as a condition of accepting emergency rental assistance that tenant-defendants pay the illegal $350 attorney fee charge imposed by Defendant Vinebrook’s lease. {00377030-1} 39114. Emergency rental assistance funds from the City are finite and in extremely high demand: the extra $350 attorney fee charge imposed by Defendant Vinebrook means less rental assistance available for other Cincinnati tenants in need. 115. Defendant Vinebrook’s Maintenance Shifting Lease Terms, Predatory Eviction Lease Terms, Self-Help Eviction Notice, and predatory eviction practices also place Vinebrook tenants at a heightened risk of housing insecurity and eviction. 116. This heightened risk of housing insecurity and eviction is not caused by tenants’ actions or local market conditions, but by Defendant Vinebrook’s conscious policy choices and practices surrounding eviction. 117. The sheer size of Defendant Vinebrook’s rental property portfolio in the City creates a causal relationship between Vinebrook’s eviction practices and the overall demand for emergency rental assistance funds. This relationship is strongest in the neighborhoods where Defendant Vinebrook concentrates. 118. By aggressively pursuing evictions based on illegal lease terms, fees, and other predatory practices, Defendant Vinebrook drives a need for greater and greater expenditures of City funds on emergency rental assistance. 119. The processing of each application for rental assistance—including applications from Vinebrook tenants—also resulted in a fee paid by the City to administrators of the rental assistance fund. {00377030-1} 40120. Defendant Vinebrook’s actions to drive up evietions and the number of applications for rental assistance funds provided by the City to avoid homelessness directly imposed additional costs on the City. 121. Defendant Vinebrook’s Maintenance Shifting Lease Terms, Predatory Eviction Lease Terms, Self-Help Eviction Notice, and predatory eviction practices further communicate to tenants that Vinebrook has no intention of following state and local landlord-tenant laws. 122, Upon information and belief, this message to tenants is purposeful and effective: Defendant Vinebrook’s tenants rightfully fear illegal fees, landlord retaliation, and wrongful eviction. 128, Tenants who fear retaliatory action and wrongful eviction are less likely to report housing conditions problems to the City, again resulting in the accelerated deterioration of housing stock and an increased risk that a unit will become vacant and uninhabitable. Vinebrook’s Housing, Health, and Building Code Violations 124. Defendant Vinebrook has repeatedly established that it is unwilling or unable to maintain all its properties in compliance with the CMC. 125. Since 2012, the Cincinnati Building Department opened 238 code enforcement cases for violations at Defendant Vinebrook’s properties, documenting 719 independent code violations. See Exhibit I, Vinebrook Orders by Neighborhood. 126. Each of the 238 building code enforcement cases opened against Defendant Vinebrook represents hours of City resources expended, including {00377030-1} 41administrative time spent opening and tracking orders, building inspector time spent visiting properties and issuing new orders and/or fines, and consistent, repetitive outreach to Vinebrook employees and agents urging compliance. 127. Likewise, the City Health Department has opened dozens of orders at ‘Vinebrook properties within the last five years. Common complaints include mold, water damage, rodent and vermin infestation, and lack of heat. 128. The vast majority of City building and health code enforcement cases are complaint-driven, meaning that each case is initiated by a complaint or complaints submitted from tenants or other members of the public. 129. As a consequence, the number of code violations that City Inspectors can observe and cite at Vinebrook properties is inherently limited by the number of complaints that the Building Department receives from Vinebrook tenants. 130. Upon information and belief, as described above, Defendant Vinebrook’s Maintenance Shifting Lease Terms, Maintenance Request Deterrents, and Predatory Eviction Lease Terms artificially depress the number of complaints submitted by Vinebrook tenants to the Building Department. 131. Upon information and belief, if Defendant Vinebrook did not attempt to shift code compliance responsibilities to its tenants—or threaten those tenants with retaliation for reporting conditions problems to Vinebrook or the City—the City would receive more complaints about Vinebrook Properties. 182. Upon information and belief, if Defendant Vinebrook did not attempt to shift code compliance responsibilities to its tenants—or threaten those tenants with {00377030-1} 42retaliation for reporting conditions problems to Vinebrook or the City—the complaints the City does receive would involve less egregious violations and therefore be less time- and resource-intensive to resolve. 183. Vinebrook employees and agents routinely and purposefully respond to the City’s code enforcement efforts by either: 1) ignoring City inspectors entirely; 2) attempting to shift responsibility for repairs onto tenants; 3) delaying repairs as the property continues to deteriorate; or 4) completing perfunctory, surface-level repairs that quickly break down. 184. The code enforcement history at 8926 North Clerose Circle, Cincinnati, OH 45205, is exemplary of this pattern and practice. a, On or about May 16, 2022, a City building inspector visited 3926 North Clerose Circle to find numerous safety hazards, including broken plumbing, plaster, doors, floor coverings, electrical fixtures, gutters and downspouts, and masonry as well as missing handrails. b. The Building Department promptly issued orders to Defendant ‘Vinebrook to correct the aforementioned violations. ¢. Defendant Vinebrook not only failed to comply with the deadline in the Building Department's orders but delayed addressing the threats to tenant health and safety for weeks to come. d. By September 27, 2022, four months after the initial inspection, no progress had been made and the tenants’ health and safety were still in danger. {00377030-1} 43e. Only after four follow up visits and multiple calls by the Building Inspector did Defendant Vinebrook finally abate the hazardous conditions. 135. Likewise, on or about March 16, 2022, a City building inspector visited 4668 Kirby Avenue, Cincinnati, OH 45223, to find mold and water damage throughout the kitchen. a. The Building Department promptly issued orders to Defendant Vinebrook to correct the mold and water damage. b. Defendant Vinebrook failed to comply within the deadline in the orders. c. By May 4, 2022, weeks after initial inspection, no progress had been made. Tenants of the building continued to endure a threat to their health and safety. d. City inspectors conducted several follow up inspections and communications with Vinebrook. e. As of January 11, 2023, ten months after initial inspection, some hazardous conditions remain at the property, including sagging floors from water damage that resulted in the forced relocation of the tenants. 136. Likewise, on or about October 20, 2021, City building inspectors visited 578 Considine Avenue, Cincinnati, OH 45205, to find water intrusion and a damaged chimney, steps, doors, cabinets, ceiling, flooring and plaster. a. The Building Department promptly issued orders to Defendant Vinebrook to correct the hazardous conditions. {00377030-1} 44b. Defendant Vinebrook failed to comply within the deadline in the orders. c. By June 6, 2022, nearly eight months after initial inspection, no progress had been made and conditions had worsened. 4. Only after eleven visits and other communications by the Building Department did Vinebrook finally abate the conditions. e. Building Department orders at the property were closed on or around October 28, 2022, more than a year after initial inspection. 137. The three examples above represent just a small fraction of the City’s experience attempting to enforce building, health, and safety standards at Vinebrook properties. 138. Many of the properties owned by the Vinebrook Defendants are now in a state of disrepair due to deferred property maintenance and neglectful ownership practices. These properties contribute to blight in the neighborhoods in which they are located. 139. Upon information and belief, the number of code violations documented by the City at Defendant Vinebrook’s properties is a gross underrepresentation of the number of violations that actually exist, and interior investigations of Defendant Vinebrook’s full property portfolio today would reveal scores of additional violations. 140. The poor condition of Defendant Vinebrook’s properties is in part a result of Defendant Vinebrook’s choice to impose the Maintenance Shifting Lease Terms, Maintenance Request Deterrents, and Illegal Eviction Lease Terms on its tenants. {00377030-1} 45141. The poor condition of Defendant Vinebrook’s properties is also a result of Defendant Vinebrook’s decision to minimize repair and maintenance costs by ignoring the requirements of the CMC. 142. Upon information and belief, Defendant Vinebrook instructs its maintenance staff to withhold certain repairs altogether and/or complete substandard repairs—unless and until City Inspectors become involved. 143. Deferred property maintenance and accelerated deterioration of Vinebrook properties impose a concrete and particularized harm on the Cincinnati neighborhoods where Defendant Vinebrook concentrates. 144, Upon information and belief, in West Price Hill—where Defendant Vinebrook owns and operates almost six percent of rental housing stock—Defendant Vinebrook’s derelict property management produces a quantifiable depression of neighborhood housing values and City property tax revenue. This decrease in West Price Hill property values is most acute on the streets and within the census tracts where Vinebrook concentrates. 146. Upon information and belief, in Westwood—where Defendant Vinebrook owns and operates more than two percent of rental housing stock—Defendant Vinebrook’s derelict property management produces a quantifiable depression of neighborhood housing values and City property tax revenue. This decrease in Westwood property values is most acute on the streets and within the census tracts where Vinebrook concentrates. {00377030-1} 46146. Upon information and belief, in College Hill—where Defendant Vinebrook owns and operates roughly 3.5 percent of rental housing stock—Defendant Vinebrook’s derelict property management produces a quantifiable depression of neighborhood housing values and City property tax revenue. This decrease in College Hill property values is most acute on the streets and within the census tracts where Vinebrook concentrates. 147. The accelerated deterioration of Defendant Vinebrook’s properties also creates an increased risk of future vacancy and blight at those properties. 148. As a private owner, Defendant Vinebrook can milk rental profits from deteriorating housing units for years—then sell or abandon those units once they become uninhabitable. 149. Once the units are uninhabitable, the burden shifts to the City to issue keep-vacant orders, enroll the properties in the Vacated Building Maintenance License program (CMC 1101-79), and abate resulting hazards to the health and safety of the community. 160. The City has an interest in preserving safe, sanitary housing for its residents and preventing the accelerated deterioration of its housing stock. 151. The City has an interest in preventing the increased risk of future vacancy and blight created by Defendant Vinebrook’s derelict property management practices. 152. The City has an interest in reducing the immense administrative burden and future expenditures necessitated by Defendant Vinebrook’s efforts to evade its code compliance responsibilities. {00377030-1} ATVinebrook’s Permit Practices 158. Per CMC 1101-17, it is “unlawful for any person to construct, enlarge, alter, repair, relocate or demolish a structure or building equipment installed therein; [or] change a structure to another occupancy . . . without first filing an application and obtaining a proper permit from the director of buildings and inspections, and paying the fee.” 164. Permits are required any time an owner installs new or replacement HVAC units or water heaters, 155. Permits are required for new and replacement plumbing installations, and this work must be completed by a licensed plumber. 156. Permits are required for electrical work, including installation and alteration of electrical wiring and equipment. 187. The overriding purpose of the City’s permit requirements is to keep current and future occupants of a building safe. 158. Permit requirements help ensure that structural repairs and renovations are completed by contractors registered and licensed in compliance with CMC standards. 159. Permit requirements also protect against deterioration of the City’s housing stock caused by defective installation, repair, or alteration of building structures. 160. Permit fees are a cost recovery mechanism designed to offset Building Department resources expended in administering the permitting process. Revenue {00377030-1} 48generated from permit fees does not exceed the costs of administering the permitting process. 161, Structural repairs and renovations completed without permits may be performed by unlicensed contractors, fail to comply with CMC standards, and/or endanger building occupants. 162. Upon information and belief, Defendant Vinebrook regularly ignores building code and standard construction practices to renovate its properties without obtaining required permits. 163. Defendant Vinebrook owns at least 964 units in the City. 164. Defendant Vinebrook’s self-described business model is to “acquir[e], renovat/e] and leas[e] single family homes.” See “Vinebrook Homes: About Us,” https://www.vinebrookhomes.com/about- (accessed October 17, 2022). (Emphasis added.) 165. But since 2015, City records indicate that Defendant Vinebrook has obtained permits for repairs and renovations at just forty-eight of its properties. See Exhibit J, Permit History. 166. For at least thirteen of these forty-eight properties, permits were obtained only after City Inspectors observed code violations and explicitly ordered Defendant Vinebrook to obtain permits. 167. This means that since 2015, Defendant Vinebrook has proactively obtained permits at just thirty-five properties—or 3.63% percent of its property portfolio. {00377030-1} 49168. Upon information and belief, this miniscule percentage of proactive permit compliance at Vinebrook properties is a result of Defendant Vinebrook’s deliberate violation of CMC permit requirements. 169. Upon information and belief, Defendant Vinebrook systemically chooses to renovate its properties without permits in an effort to: a. Save money on permit fees; b. Minimize oversight of its contractors and subcontractors; c. Complete repairs and renovations a lower cost, either by using unlicensed contractors or by renovating to less than full code compliance; and/or a. Avoid City inspection of property interiors, 170. By their nature, interior property renovations like an HVAC installation or plumbing replacement are difficult for the City to track and observe—especially across Vinebrook’s immense property portfolio. 171. The City typically discovers a permit violation only after inspectors are called to the property for another reason, including visits in response to tenant complaint about conditions like water intrusion or mold. 172. City inspectors engaged in the ordinary course of their duties have discovered illegally installed HVAC units, water heaters, and/or plumbing work at many Vinebrook properties, including but not limited to: a. 1172 Cedar Avenue, Cincinnati, OH 45224 b, 1012 Edgetree Lane, Cincinnati, OH 45238 {00377030-1} 50c. 1124 Towanda Terrace, Cincinnati, OH 45216 d. 1083 Benz Avenue, Cincinnati, OH 45238 e. 1434 Yarmouth Avenue, Cincinnati, OH 45237 f. 2546 Talbott Avenue, Cincinnati, OH 45211 g. 3346 Felicity Drive, Cincinnati, OH 45211 173. Upon information and belief, interior inspections of Defendant Vinebrook’s full property portfolio will reveal dozens or hundreds of additional permit violations. 174. In addition to the effects discussed above, Defendant Vinebrook’s Maintenance Shifting Lease Terms, Maintenance Request Deterrents, and Predatory Eviction Terms prevent the City from receiving tenant complaints and thereby discovering permit violations. 175. Each instance of unpermitted work costs the City money. 176. This monetary damage is compounded by an increased risk of harm to tenants and communities and an increased likelihood that Vinebrook properties will one day become uninhabitable, necessitating government intervention and resources to abate hazardous conditions. 177. The consequences of Defendant Vinebrook’s decision to renovate without permits are already evident at its properties. 178. The prevalence of mold and water intrusion at Vinebrook properties is a natural and foreseeable consequence of improperly installed plumbing and water {00377030-1} 51heaters. Repeated complaints for loss of heat at Vinebrook properties are a natural and foreseeable consequence of improperly installed HVAC systems. 179. Even if Defendant Vinebrook purports to rely on contractors or subcontractors to obtain permits for renovations and repairs, Defendant Vinebrook has an independent obligation to assure code compliance at its properties. 180. Defendant Vinebrook has either instructed its employees, contractors, and subcontractors to work without permits or purposefully looked the other way while they do so. In either case, Defendant Vinebrook made a conscious choice to flout its permit obligations under the CMC. Count I: ABSOLUTE PUBLIC NUISANCE (Common Law) 181. The City incorporates by reference as if fully restated herein all the preceding paragraphs of the Complaint. 182. This cause of action is brought by the City under Ohio common law to obtain injunctive and declaratory relief from the public nuisance created by Defendant Vinebrook’s derelict property management and systemic violation of the Ohio Landlord Tenant Act and the CMC. This cause of action does not seek compensatory damages for death, physical injury to person, emotional distress, or physical damage to property. 183. The public holds common rights to health, welfare, safety, peace, comfort, and freedom from conduct that creates a disturbance and reasonable apprehension of danger to person and property. These rights are affirmed in Article I, Section 1 of the Ohio Constitution. {00377030-1} 52184. Defendant Vinebrook has created and contributed to poor housing conditions that harm the health of Cincinnatians and interfere with their comfortable enjoyment of life in violation of Ohio law. 185. Defendant Vinebrook has created and pursued predatory eviction practices that harm the health of Cincinnatians and interfere with their comfortable enjoyment of life in violation of Ohio law. 186. The Ohio Landlord Tenant Act, R.C. Chapter 5321, imposes specific legal requirements on Ohio landlords and tenants, including the provisions at R.C. 5321.02, R.C. 5821.04, R.C. 5321.06, R.C. 5321.07, R.C. 5321.12, R.C. 5321.13, and R.C. 5321.15. 187. All members of the public in Ohio have a right to the protections of the Ohio Landlord Tenant Act. This includes members of the public who do not act as landlords or tenants but are nonetheless protected by the provisions of the Act that promote and protect health, safety, welfare, and property values in their communities. 188. Per R.C. 5321.04(A)(1), Cincinnati landlords and tenants are also required to comply with “all applicable building, housing, health, and safety codes,” including CMC Sections 871-9, CMC 871-11, CMC 871-15, CMC 1117-45, CMC 1117- 51, CMC 1117-67, and CMC 1601-17. 189. All members of the public in Cincinnati have a right to the protections of the CMC. This includes members of the public who do not act as landlords or tenants {00377030-1} 53but are nonetheless protected by the provisions of the CMC that promote and protect health, safety, welfare, and property values in their communities. 190. Defendant Vinebrook intentionally violated each of the statutes and ordinances listed in Paragraphs 186 and 188 through its actions described throughout this Complaint. 191. Defendant Vinebrook knew or should have known that the above actions were in violation of state and local law and would create a public nuisance, yet it chose to pursue those actions anyway. 192. Through its intentional, systemic, and unlawful violation of these statutes and ordinances, Defendant Vinebrook has created and maintained an absolute public nuisance. 193. The absolute public nuisance created by Defendant Vinebrook is a continuing nuisance that will persist so long as Defendant Vinebrook’s leases contain the Maintenance Shifting Lease Terms and the Predatory Eviction Lease Terms. 194. Defendant Vinebrook’s creation of the public nuisance imposes continuing harm on Vinebrook tenants and neighboring communities as described throughout this Complaint. 195. The public nuisance created by Defendant Vinebrook’s actions is substantial and unreasonable. 196. The City has suffered harm from Defendant Vinebrook’s creation of the public nuisance distinct from the harm suffered by the public at large, as described throughout this Complaint. {00377030-1} 54197. This harm to the City includes actual, pecuniary losses incurred through the additional expenditure of funds to document, inspect, track, enforce, and/or abate code violations at Vinebrook properties, as well as funds expended to prevent and mitigate the harm of illegal Vinebrook evictions. 198. Defendant Vinebrook knew or should have known that its conduct would impose pecuniary loss and other harm on the City. 199. Defendant Vinebrook engaged in the unlawful acts described above with the intent to shift the cost of preventing evictions and tracking and maintaining conditions at its properties onto the City. 200. The health, safety, and property of Cincinnatians, including those who participate in and are affected by the rental market, is a matter of great public interest and legitimate concern to the City’s residents. 201. The public nuisance created and maintained by Defendant Vinebrook can be abated and further harm to the City and its residents prevented by a grant of relief from this Court. Counr Il: DECLARATORY JUDGEMENT OF VIOLATIONS OF THE OHIO LANDLORD TENANT ACT (B.C. 2721.03) 202. The City incorporates by reference as if fully restated herein all the preceding paragraphs of the Complaint. 203. Defendant Vinebrook intentionally includes illegal and unenforceable terms in its leases with Cincinnati residents, including the Maintenance Shifting Lease Terms and Predatory Eviction Lease Terms described above, {00377030-1} 55204. Defendant Vinebrook’s inclusion of the Maintenance Shifting Lease Terms and Predatory Eviction Lease Terms imposes harm on the City and its residents as described throughout this Complaint. 205. Defendant Vinebrook and its representatives have repeatedly delayed compliance or refused to comply with orders from City building and health inspectors to perform certain property maintenance obligations on the grounds that Vinebrook leases assign those obligations to Vinebrook tenants. 206. Defendant Vinebrook’s refusal and delay in performing its property maintenance obligations harms its tenants, their communities, and the City in numerous ways as described throughout this Complaint. 207. So long as the Maintenance Shifting Lease Terms and Predatory Eviction Lease Terms are included in Defendant Vinebrook’s leases, the City and its residents face a continuing threat of harm inflicted by Defendant Vinebrook’s threatened and attempted enforcement of those Terms. 208. Speedy relief is required to prevent additional, irreparable harm to the City and its residents. 209. The City seeks declaratory judgment that Defendant Vinebrook cannot shift property maintenance obligations assigned to it by state and local law onto its tenants and that the Maintenance Shifting Lease Terms purporting to do so are unenforceable in Ohio courts. 210. The City further seeks declaratory judgment that Defendant Vinebrook cannot enforce upon its tenants any lease provisions regarding evictions that are in {00377030-1} 56blatant violation of the Ohio Landlord Tenant Act, and that the Predatory Eviction Lease Terms are unenforceable in Ohio courts. 211. Finally, the City seeks a preliminary and permanent injunction enjoining Defendant Vinebrook from including the Maintenance Shifting Lease Terms and Predatory Eviction Lease Terms in its leases, Count IIT: INJUNCTIVE RELIEF FOR BUILDING, HEALTH, AND PERMIT VIOLATIONS (CMC Chapter 1101, 602 and R.C. 715.30) 212. The City incorporates by reference as if fully restated herein all the preceding paragraphs of the Complaint. 213. Many of Defendant Vinebrook’s properties are currently in violation of CMC Chapters 1101 and 602, including but not limited to the violations documented in Exhibit K. 214. Defendant Vinebrook has repeatedly received Noticos of Violation explaining the requirement to bring all of its properties into compliance with the City’s building and health codes and permit requirements. 215, Defendant Vinebrook’s documented history of derelict property management—combined with the immense scope of its property portfolio—supports the near-certain likelihood of additional, undocumented building and health code violations at Vinebrook properties the City has been unable to enter and inspect. 216. These undocumented building and health code violations present an immediate threat to the health and safety of Vinebrook tenants. {00377030-1} BT217. Defendant Vinebrook’s pattern and practice of renovating its properties without obtaining necessary permits also presents an immediate threat to the health and safety of Vinebrook tenants. 218, Pursuant to R.C. 715.30, the City is entitled to injunctive relief in the form of a court order requiring Defendant Vinebrook to bring and maintain its properties into compliance with the requirements of the CMC. 219. The City is further entitled to injunctive relief in the form of a court order permitting City inspection of all Vinebrook properties to identify concealed building, health, and zoning code violations. Counr IV: CrviL ConsPIRACY 220. The City incorporates by reference as if fully restated herein all the preceding paragraphs of the Complaint. 221. In the past six years, Defendant Vinebrook has owned and operated rental property in Hamilton County through at least sixty-two separate entities, many of which are LLCs registered with the Ohio Secretary of State. Each of these LLCs is an independent “person” under Ohio law. See R.C. 1701.01(G) (“ ‘Person’ includes * * * a limited liability company * **.”) 222, In combination with each other, Defendant Vinebrook’s LLCs have engaged in multiple unlawful acts and torts, including but not limited to: e. Creation of an absolute public nuisance. f. Serial and intentional violation of the Ohio Landlord Tenant Act. {00377030-1} 58g. Serial and intentional non-compliance with the health, housing, and building code standards of the City. h. Renovation of Vinebrook properties in knowing violation of the City’s permitting laws. 223. Defendant Vinebrook’s LLCs acted as a malicious combination with a common design to commit the unlawful acts and torts described above. 224. The unlawful acts and torts perpetrated by Defendant Vinebrook’s LLCs exist independently of the conspiracy among the Vinebrook LLCs. 225. The unlawful acts and torts perpetrated by Defendant Vinebrook’s LLCs caused injury to the City and to property, as described throughout this Complaint. Count V: BREACH OF CONTRACT (Common Law) 226. The City incorporates by reference as if fully restated herein all the preceding paragraphs of the Complaint. 227. The 2021 Settlement Agreement is a valid and enforceable contract between Defendant Vinebrook and the City. 228. The City performed all of its obligations under the Settlement Agreement, including dismissing Hamilton County Court of Common Pleas Case No. A 2102259, City of Cincinnati v. Vinebrook Homes, et al. 229, Defendant Vinebrook failed to perform its obligations under the 2021 Settlement Agreement. Specifically, Defendant Vinebrook: a, Failed to cure the building code violations alleged in the 2021 Action within forty-five days of execution of the 2021 Agreement. {00377030-1} 59b. Failed to register each residential rental property under Defendant Vinebrook’s ownership and control within the corporate limits of the City as required by CMC Chapter 874 within 60 days of the execution of the Agreement. c. Filed evictions against its tenants on the basis of non-payment of GCWW debt subject to the 2021 Action without meeting the conditions outlined in Section 4 of the 2021 Settlement Agreement. d. Billed and subsequent filed evictions against tenants on the basis of past-due GCWW balances inaccurately charged to their rental accounts, which tenants were not obligated by contract to pay. e. Failed to provide its tenants information on rental assistance programs known to Vinebrook and to utilize reasonable efforts to allow tenants an opportunity to submit a hardship request prior to filing evictions on the sole basis of non-payment of rent. 230. The City provided notice to Defendant Vinebrook of its material default in June of 2022. 281. At time of filing, Defendant Vinebrook has still not cured many of its material defaults of the 2021 Settlement Agreement. 282. Defendant Vinebrook’s breach of the 2021 Settlement Agreement has caused material harm to the City, including monetary harm, increased administrative burden and expenditures by the Building, Health, and GCWW departments, and the perpetuation of blight across the City’s neighborhoods. {00377030-1} 60233. Pursuant to Section 2 of the 2021 Settlement Agreement, the City is entitled to an inspection fee of $500 for each inspection that Defendant Vinebrook requested for closure of orders when that inspection occurred more than fifty days after execution of the Agreement, in additional to damages for breach of contract. COUNT VI: PRIVATE LOT ABATEMENT COSTS (CMC Sections 714-37, 714-41, 714-45, 714-47, 731-3, 731-9, and 731-11) 234. The City incorporates by reference as if fully restated herein all of the allegations of the preceding paragraphs. 235. Defendant Vinebrook has repeatedly failed to comply with City orders to clean litter and/or cut tall grass and weeds at the properties in violation of CMC 714-37 and 731-3. 236. As a result of Defendant Vinebrook’s failure to comply with the litter and tall grass citations issued by the City, the City was forced to take the extraordinary step of cleaning the properties itself, 237. Exhibit L details the money spent by the City cleaning Defendant Vinebrook’s properties. 238, Pursuant to CMC Sections 714-47 and 731-11, Defendant Vinebrook owes the City $13,626.49 for these abatement activities. Coun VII: APPOINTMENT OF A RECEIVER (B.C. Chapter 2735) 239, The City incorporates by reference as if fully restated herein all the preceding paragraphs of the Complaint. {00377030-1} 61240. The City has a pecuniary interest in Defendant Vinebrook’s property portfolio including, but not limited to, collecting the amounts due and damages alleged in this Complaint and mitigating future City expenditures necessary to maintain the properties. 241, The City has an equitable interest in protecting and promoting the health, safety, and welfare of its communities, including the West Price Hill, Westwood, and College Hill neighborhoods where Vinebrook properties are concentrated. 242. Defendant has consistently failed to maintain its properties in compliance with the building, health, and permit standards of the CMC. 243. Defendant's derelict property management creates a substantial risk that the value of its property portfolio will be lost or materially injured. 244, Pursuant to R.C. 2735.01(A)(1), the City is entitled to the appointment of a receiver to take control of Defendant Vinebrook’s property portfolio to ensure that the value of the properties is not lost or materially injured. 245. Moreover, the City is entitled pursuant to B.C. 2735.01(A)(7) to the appointment of a receiver to take possession of Defendant Vinebrook’s property portfolio to protect Cincinnati communities—especially West Price Hill, Westwood, and College Hill—from the conditions presented by Defendant Vinebrook’s property management and its creation of an absolute public nuisance. 246. In order to protect the public health, safety, and welfare, a receiver should be appointed to stabilize and maintain Defendant Vinebrook’s property portfolio. {00377030-1} 62247. Pursuant to R.C. 2735.01(A)(1) and (A)(7), a receiver should be appointed by the usages of equity. WHEREFORE, the City requests that this Court: A. Enter judgment against Defendant for payment of all unpaid assessments and bills, and any other amounts owed pursuant to the Ohio Revised Code, the CMC, or upon the discovery of new information, and order payment of interest and costs as permitted by law; B, _ Issue injunctive and declaratory relief requiring Defendant to abate the absolute public nuisance created by its violations of state and local law; Issue injunctive and declaratory relief requiring Defendant to remove the Maintenance Shifting Lease Term and Predatory Eviction Lease Terms from its leases within Hamilton County and declaring those lease terms unenforceable in court; D. _ Issue injunctive and declaratory relief requiring Defendant bring its properties into compliance with CMC building, health, and permit standards, pursuant to Ohio Revised Code Section 715.30; E. Enter an order appointing a receiver to bring Defendant's properties into compliance with the CMC pursuant to the Court's equitable jurisdiction as authorized by R.C. 2735.01(A)(1) and (A)(1); F. Enter an order granting the receiver's costs as a priority lien on Defendant Vinebrook’s properties; {00377030-1} 63Ga. Grant any other injunctive relief that may arise relating to the abatement of the public nuisance or appointment of a receiver including, but not limited to: providing access to Defendant Vinebrook’s properties for inspections to reveal concealed violations of the City’s health, building, and permit standards; an assessment by experts to determine the financial and constructive plan needed to rehabilitate the buildings; and performing such work and furnishing materials necessary to comply with the code and abate the public nuisances; H. Enter an order requiring Defendant Vinebrook to pay damages for its breach of the 2021 Settlement Agreement; I. Enter an order requiring Defendant Vinebrook to pay damages for its civil conspiracy, including punitive damages in accordance with Ohio law: J. Enter an order requiring Defendant Vinebrook to pay the costs of this action, including attorneys’ fees; K. Award the City such other extraordinary, declaratory and/or injunctive relief as permitted by law or equity as necessary to assure that the City has an effective remedy; and L. Award all other relief for the City as is determined just, necessary and equitable. {00377030-1} 64Respectfully submitted, EMILY WOERNER (0088905) CITY SOLICITOR Js! Shannon Price Shannon Price (0100744) David Laing (0088905) Assistant City Solicitors 801 Plum Street, Room 214 Cincinnati, Ohio 45202 Phone: (513) 352-3335 Fax: (513) 352-1515 Email: shannon. price@cincinnati-oh.gov Email: david laingcincinnati-oh,zov Attorneys for Plaintiff TO THE CLERK: PLEASE SERVE ANY UNSERVED DEFENDANTS WITH THE SUMMONS AND AMENDED COMPLAINT BY ORDINARY MAIL WAIVER SERVICE REQUESTED {00377030-1} 658 VINEBROOK- DWELLING UNITS BY NEIGHBORHOOD Bs os 8 8B rn bos 2 22 2s * LE Se oF e oo oe . 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BY NEIGHBORHOOD ret et paises strewnSETTLEMENT AGREEMENT This Settlement Agreement and Release (“Agreement”) is made and entered into this _ day of August, 2021, by and between the City of Cincinnati (“City”) and Vinebrook Homes, LLC; NREA VBI LLC; NREA VB II LLC; NREA VB III LLC; REA VB IV LLC; NREA VB V LLC; NREA VB VI LLC; NREA VB VII LLC; VB One, LLC; VB Two, LLC; VBOH Annex, LLC; VBPART Borrower, LLC; VBPART II Borrower 2, LLC; VBPROP Borrower, LLC; Vinebrook Annex B Ohio LLC (collectively “Vinebrook”). The City and Vinebrook may be collectively referred to as the “Parties” or individually as a “Party.” WHEREAS, on July 1, 2021, the City filed a Complaint in the Court of Common. Pleas, Hamilton County, Ohio, in an action captioned City of Cincinnati v. Vinebrook, LLC, et al., Case No. A 2102259 (the “Action”); WHEREAS, the Parties now desire to settle, compromise, and resolve all rights, claims, and demands asserted in the Action and to come to a final resolution of all allegations and claims that were asserted in the Action; WHEREAS, it is understood that the consideration for this release is being provided solely in order to compromise and avoid the uncertainty, burden and expense associated with litigation, and does not constitute an admission of any liability on the part of Vinebrook or the City; and NOW, THEREFORE, for and in consideration of the promises and mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City and Vinebrook hereby agree as follows: 1. Monetary Claims. a, Greater Cincinnati Water Works Claims. In consideration of this Agreement, Vinebrook shall pay $391,144.84, which amount constitutes the Greater Cincinnati Water Works (‘GCWW”) charges incurred at Vinebrook’s properties as alleged in the Action. b. Other Monetary Claims. In consideration of this Agreement, Vinebrook shall pay the City $172,013.63, which amounts to eighty (80) percent of the other debts the City alleged in the Action. c. Payment Instructions. Payment of the financial obligations of Section 1a and 1b shall be tendered by Vinebrook to the City within thirty (80) days of the execution of this Agreement via wire transfer pursuant to wiring instructions provided by the City or via check mailed Jacklyn Gonzales Martin & David Laing City of Cincinnati Law Department, {00346596-2}Quality of Life Division 801 Plum Street, Room 206 Cincinnati, Ohio 45202 4. Effect of Payment. Vinebrook’s payment of the obligations of Sections 1a and Ib shall constitute a full and complete satisfaction fines, fees, costs, and other monetary obligations alleged in the Action. 2. Vinebrook to Cure Code Violations within Forty-Five Days. Within forty-five (45) days of the execution of this Agreement, Vinebrook agrees to cure all Building Code Violations alleged in the Action, as detailed in Exhibit @ to the City's complaint, by bringing its properties into compliance with the Cincinnati Municipal Code. This provision shall not apply to the property located at 6031 Connecticut: Court, which work on such property shall be completed in conformity with the timeline set forth in the work contract provided by Vinebrook to the City. ‘Vinebrook shall pay the City an inspection fee of $600.00 for each inspection that ‘Vinebrook requests for closure of orders when the inspection request occurs more than fifty (60) days after execution of this Agreement. ‘The City shall reasonably accommodate Vinebrook’s requests to schedule inspections to confirm that it has abated code violations at its properties. 3, Vinebrook to Comply with the City’s Residential Rental Registration Ordinance. Vinebrook shall register each residential rental property that it owns within the corporate limits of the city of Cincinnati as required by Cincinnati Municipal Code Chapter 874 within sixty (60) days of the execution of this Agreement. 4. Restriction on Evictions for Tenant's Non-Payment of GCWW Debt. In consideration of this Agreement, Vinebrook shall not evict a tenant on the sole basis of non-payment of GCWW debt that is the subject of the Action even if a tenant has breached a lease agreement by failing to pay for GCWW services. This restriction shall not apply if (a) after Vinebrook offers a tenant who is contractually obligated pursuant to their lease agreement with Vinebrook to pay for GCWW services at their rental unit the opportunity to re-pay Vinebrook over a period of time no less than six months; or (b) that tenant refuses or fails to enter into such repayment arrangement or make such a payment. Under no circumstance shall Vinebrook seek to collect payment from a tenant for GCWW. services absent an existing contract obligating the tenant to pay for CCWW services at their rental unit. {00346596-2}5. Rental Assistance Programs. Vinebrook shall provide its tenants with information on rental assistance programs known to Vinebrook, including information provided by the City to Vinebrook. Vinebrook will utilize reasonable efforts to work with its tenants to allow them an opportunity to submit a hardship request for Vinebrook’s Resident Hardship Program prior to filing for eviction of a tenant on the sole basis of non-payment of rent. The current details of ‘Vinebrook’s Resident Hardship Program are attached as Exhibit A. Information about Rental Assistance Programs currently known to the City are attached as Exhibit B. 6. Dismissal of the Action, The City shall utilize reasonable efforts to dismiss this Action within three (3) business days of receipt of the payments set forth in Section 1 and Section 2 of this Agreement. Consistent with the Parties’ intent, the dismissal entry shall incorporate this Agreement by reference and include a provision that the court overseeing the Action retains jurisdiction for purposes of enforcing this Agreement and adjudicating all disputes arising thereunder. 7. No Third-Party Beneficiaries. This Agreement shall not confer any rights ox remedies upon any other person than the Parties and their respective successors and assign: 8. Force Majeure. The Parties or a Party shall not be responsible or liable for any failure or delay in the performance of their or its obligations, duties, and responsibilities under this Agreement arising out of or caused, directly or indirectly, from forces beyond its control, including, without limitation: epidemics, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, natural disasters, or like cixeumstances. Upon the occurrence of such an event, the Parties shall use reasonable efforts to resume performance as soon as practicable under the circumstances. 9. Non-Admission. This Agreement is entered into mutually in order to avoid the costs, uncertainty, and vexation of any disputes or litigation so that none of the Parties admit any liability to the other Parties and liability is hereby expressly denied by the Parties. The terms set out in this Agreement are a compromise of disputed claims of which the validity, existence and occurrence is expréssly denied by the Parties. Unless otherwise agreed to herein, nothing contained in this Agreement shell constitute any admiseion of liability with respect to any claimed condition existing at any of the subject properties, the need or requirement to remedy or repair any such condition, or the validity of any claim or notice of violation of the Cincinnati Municipal Code or the Ohio Revised Code. Unless otherwise agreed to herein, nothing contained in this Agreement shall constitute an admission, stipulation or concession by the City as to the legal responsibilities of any titled owner of a property for maintenance and compliance with the Cincinnati Municipal Code, state, or federal law. This Agreement does not absolve {00346596-2}Vinebrook from property maintenance requirements or other costs that may accrue at its properties as agreed to herein. 10.Enforcement of Agreement. In the event either Party fails to comply with the Agreement, the aggrieved Party may seek enforcement of the Agreement by filing a motion for specific performance, injunctive relief, and/or civil contempt in the Action. 11.All Parties Have Reviewed This Agreement. All Parties will be deemed to have read the Agreement and to have received legal counsel regarding its terms. 12.Interpretation. The Agreement will be deemed drafted by all Parties and will not be interpreted in favor of any Party. 18.Severance. Should any provision of the Agreement be declared or determined by any court to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and the illegal or invalid part, term or provision shalll be deemed not to be a part of the Agreement, 14,Governing Law and Interpretation. ‘This Agreement will be governed by, and will be construed in accordance with, the laws of the State of Ohio, notwithstanding any conilict of law provision to the contrary. 15,Forum to Enforce. The Parties agree that the sole proper and appropriate forum for jurisdiction of any action, suit, or proceeding based on or arising out of this Agreement is the Hamilton County, Ohio, Court of Common Pleas. 16.Headings. The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 17.Counterparts, Copies and Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument, Moreover, copies, including those transmitted via facsimile, shall constitute and be deemed an original. 18, Entire Agreement. This Agreement not only sets forth the entire agreement, and settlement of the disputes between the Parties hereto, but fully supersedes any and all prior discussions, agreements or understandings between or among the Parties. [Remainder of page intentionally left blank — signature page follows) {00346596-2)‘The undersigned represent that they have reviewed and hereby approve of the foregoing Agreement and agree to be bound thereby. City of Cincinnati b_ tte: 5c Cin Sali for pate. S/AF/2oal Vinebrook Homes, LLC fh Title; sewonereae Date: #772021 {00346596-2}Approved as to Form: Pz, David M-faing a Assistant City Solicitor {00346596-2)EXHIBIT A CURRENT DETAILS OF VINEBROOK RESIDENT HARDSHIP PROGRAM. [BEGINS ON NEXT PAGE] {(00346596-2}{00348596-2} Vinebrook Homes _ COVID- Da agit)