HomeMy WebLinkAboutOrdinance 37-25RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO Form 6220S
Ordinance No, — Passed. 37-25
AUTHORIZING THE CITY MANAGER TO ENTER INTO A DEVELOPMENT AND
LAND EXCHANGE AGREEMENT WITH SKS BRIGHT ROAD LLC AND STEPHEN
T. NEWCOMB
WHEREAS, SKS Bright Road LLC and Stephen T. Newcomb (the “Private Parties”)
have acquired certain real property within the Emerald Corridor, which property is
located on the southeast corner of Bright Road and Emerald Parkway and referred to
as the “The Beacon” and has proposed to the City a plan to redevelop that real property
with private development consistent with that intended by the City for the Emerald
Corridor and to provide for the construction of various related public infrastructure
improvements; and
WHEREAS, to facilitate a strategic land exchange, the City and the Private Parties
have proposed to enter into this development and land exchange agreement; and
WHEREAS, this Council has determined that it is necessary and appropriate and in
the best interests of the City to provide for the execution of various agreements which
will facilitate the private development and provide for the construction of the various
related public infrastructure improvements for The Beacon;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, l
of its elected members concurring, that:
Section 1.
(a) The City Manager is hereby authorized to enter into a development land
exchange agreement with SKS Bright Road LLC and Stephen T. Newcomb for
the exchange of 3.33 acres of City-Owned property (more or less) for 5.8 acres
of privately owned property (more or less) owned by Stephen T. Newcomb and
SKS Bright Road, LLC.
(b) The City Manager, for and in the name of this City, is hereby authorized to
execute the foregoing agreement with such changes therein and amendments
thereto that are not inconsistent with this Ordinance and not substantially
adverse to this City and which shall be approved by the City Manager, provided
further that the approval of changes or amendments to any such agreement by
the City Manager, and their character as not being substantially adverse to the
City, shall be evidenced conclusively by the City Manager’s execution thereof.
Section 2. The City Manager is hereby authorized to execute any and all agreements
and other instruments necessary to implement the real estate transactions
contemplated in the Development Agreement.
Section 3. This City Council further hereby authorizes and directs the City Manager, the
Chief Financial Officer/Director of Finance, the Director of Law, the Director of
Community Planning & Development, the Clerk of Council or other appropriate officers
of the City to prepare and sign all documents and instruments and to take any other
actions as may be appropriate to implement this Ordinance to owners of the real
property subject to that agreement.
Section 4. This City Council finds and determines that all formal actions of this City
Council and any of its committees concerning and relating to the passage of this
Ordinance were taken in an open meeting of this City Council or any of its committees,
and that all deliberations of this City Council and any of its committees that resulted in
those formal actions were in meetings open to the public, all in compliance with the
law including Ohio Revised Code Section 121.22.
Section 5. The Ordinance shall take effect at the earliest date allowed by law.
RECORD OF ORDINANCES
BARRETT BROTHERS - DAYTON, OHIO. Form 6220S
37-25 Page 2 of 2 Ordinance No. ———__ Passed.
Passed this_25* day of August , 2025.
J A. E—
Mayor - Presiding Officer 4, ATTEST:
Clef of Cguncil
To: Members of Dublin City Council
From: Megan D. O’Callaghan, City Manager
Date: August 5, 2025
Initiated By: Phil Hartmann, Law Director, Frost Brown Todd
Jennifer M. Rauch, AICP, Director of Community Planning & Development
Bassem Bitar, AICP, Deputy Director of Planning
Re: Ordinance 37-25 – An ordinance authorizing the City Manager to enter into a
development and land exchange agreement with SKS Bright Road LLC and
Stephen T. Newcomb.
Background
This Ordinance authorizes the execution of the development and land exchange agreement between
the City of Dublin, SKS Bright Road LLC, and Stephen T. Newcomb, outlining the terms for the
exchange of real property, including provisions for contingencies, title and closing procedures,
warranties, and notice requirements.
Project Summary and Development Agreement
The Development and Land Exchange Agreement between the City of Dublin, SKS Bright Road LLC,
and Stephen T Newcomb outlines a strategic land exchange to support the development of a senior
living community known as “The Beacon,” located north of Bright Road, east of Emerald Parkway
and west of Sawmill Parkway in the Emerald Corridor. “The Beacon” is a Continuum of Care
Retirement Community Planned Unit Development District intended to address the need for high-
quality senior living communities in the City of Dublin (see accompanying Ordinance 36-25).
The Developer plans to construct four buildings on 21.523 acres, including three primary buildings
and a smaller fourth building. Under the agreement, the City will transfer approximately 3.33 acres
of land to SKS Bright Road LLC and Stephen T. Newcomb (“The Private Parties”), who in turn will
convey approximately 5.8 acres to the City. To account for the difference in appraised property
values, the City will compensate the Private Parties with a payment of $1,739,200. Additionally, a
deed restriction has been incorporated in the agreement to prohibit the City from using the acquired
property for senior housing without the Private Parties’ approval.
Contingencies
The agreement is contingent upon several conditions, including approval by City Council, satisfactory
soil and drainage conditions, environmental clearance, and final development plan approval for The
Beacon. The contingency period is 90 days, with an additional 180 days allowed for the final
development plan approval. Closing will occur within 30 days after all contingencies are satisfied,
and title insurance and closing costs will be shared as outlined in the agreement.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017
Phone: 614.410.4400 Memo
Memo re. Ordinance 37-25 – Development and Land Exchange Agreement
August 5, 2025
Page 2 of 2
Warranties
The City, SKS Bright Road LLC and Stephen T. Newcomb have made warranties affirming ownership
of their respective properties, compliance with environmental regulations, and the absence of third-
party claims or leases.
Recommendation
Approval of Ordinance 37-25 at the second reading/public hearing on August 25, 2025.
DEVELOPMENT AND LAND EXCHANGE AGREEMENT
THIS DEVELOPMENT AND LAND EXCHANGE AGREEMENT (this
“Agreement”) is made and entered into on this _____ day of ______________, 2025 (the
“Effective Date”), by and between SKS BRIGHT ROAD LLC, an Ohio limited liability company
(“SKS”), whose mailing address is 169 South Liberty Street, Powell, Ohio, 43065; STEPHEN T.
NEWCOMB (“Newcomb”), whose mailing address is 169 South Liberty Street, Powell, Ohio; and
the CITY OF DUBLIN, OHIO, an Ohio municipal corporation (the “City”), whose mailing address
is 5555 Perimeter Drive, Dublin, Ohio 43017. SKS and Newcomb may hereinafter be referred to
collectively as the “Private Parties.” The City and the Private Parties may hereinafter be referred
to collectively as the “Parties”.
Background Information
A. The City is the owner of certain real properties consisting of approximately 3.33
acres of land, known as Franklin County Auditor’s Tax Property Identification Numbers 273-
008632, 273-008633 and 273-008634 (the “City Exchange Property”) as depicted on Exhibit “A”
and incorporated herein and made a part hereof. Newcomb is the owner of certain real property
consisting of approximately 2.79 acres of land, known as Franklin County Auditor’s Tax Parcel
Identification Number 273-008606, as depicted on Exhibit “B” and incorporated herein and made
a part hereof. SKS is the owner of certain real property consisting of approximately 3.01 acres of
land, known as Franklin County Auditor’s Tax Parcel Identification Number 273-008609, as
depicted on Exhibit “B” and incorporated herein and made a part hereof. Collectively, the Private
Parties’ respective properties constitute the “Private Parties Exchange Property” totally 5.8 acres
as depicted on Exhibit “B” and incorporated herein and made a part hereof.
B. The City and the Private Parties now desire to memorialize the terms of the
Agreement through the execution of this Agreement, subject to the terms herein set forth.
Statement of Agreement
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the City and the Private Parties agree to the foregoing Background
Information and incorporate it as part of the Agreement herein and as follows:
ARTICLE I
EXCHANGE OF LAND
1.01 Transfer. The City hereby agrees that it shall cause the City Exchange Property to be
transferred and deeded to the Private Parties, and the Private Parties hereby agree that they shall
cause the Private Party Exchange Property to be transferred and deeded to the City, upon the terms
and conditions of this Agreement. The City agrees to pay to the Private Parties the difference in
the appraised values of the Private Parties Exchange Property and the appraised values of the City
Exchange Property. The difference in the appraised value is defined as the appraised value of the
Private Parties Exchange Property (City’s appraised value) subtracted by the appraised value of
the City Exchange Property (calculated as the average between the City and Private Parties’
appraisals). The Private Parties Exchange Property’s appraised value is $2,320,000. The City
Compromised Exchange Property’s appraised value is $580,800. Therefore, the difference in the
appraised value of the Private Parties Exchange Property and the City Exchange Property is
estimated to be $1,739,200.
ARTICLE II
CONTINGENCIES
2.01 Contingent Agreement. The Closing in this Agreement shall be completely contingent
upon the Parties’ satisfaction or waiver of the contingencies set forth in Article II, Section 2.02
below (individually, a “Contingency” and collectively the "Contingencies"), The Parties shall
close within thirty (30) days of the satisfaction or waiver of the Contingencies, unless otherwise
agreed by the Parties. The date upon which the last of the Contingencies set forth in Article II,
Section 2.02 below are either satisfied or waived by the Parties in accordance with Article VII,
shall be referred to as the “Contingency Date”.
2.02 Contingencies. The Contingencies are as follows:
a. Dublin City Council approving an Ordinance to authorize the purchase of the Premises
at the Purchase Price and appropriation of sufficient funds for the same; and
b. The City and Private Parties shall determine that the respective Exchange Properties
shall have soil conditions, as determined by engineering tests or studies satisfactory to
the City, which without substantial corrective measures, permit construction thereon of
additional improvements within and upon the Premises; and
c. The City and Private Parties shall determine that the respective Exchange Properties
shall have drainage conditions acceptable to the City, in its sole discretion; and
d. The City and Private Parties shall receive a report, prepared by a certified
environmental engineer selected by the City, indicating that the respective Exchange
Properties (including improvements located thereon) is free of all hazardous wastes,
asbestos and substances and materials which may require remediation or which may
result in penalties under applicable laws, rules or regulations; and
e. Final Development Plan Approval. The appropriate approving bodies as provided in
the City’s Codified Ordinances have approved the Final Plans for the Private Parties’
senior living development project to be located on the City Exchange Property and the
Private Parties’ land depicted on the attached Exhibit C, which project is commonly
known as “The Beacon”. The Parties shall pay all expenses relating to or arising out of
their respective Contingencies. Except as provided herein, the Parties shall have the
obligation to satisfy the Contingencies under this Section 2.02 within ninety (90) days
of the execution of this Agreement (“Contingency Period”). Notwithstanding the
foregoing, the Private Parties obligations hereunder shall be further contingent upon
obtaining approval of the Final Development Plan Approval for The Beacon from the
City of Dublin Planning and Zoning Commission within one hundred eighty (180) days
from the execution of this Agreement (“Final Plan Approval Date”).
2.03 Notice of Satisfaction or Waiver. The Contingencies above shall be deemed to have been
satisfied or waived, unless on or before the expiration of the Contingency Period or the Final Plan
Approval Date, the City or Private Parties give to other Party written notice of the Party’s failure
to satisfy the Contingencies. Upon delivery of such written notice, this Agreement shall terminate,
and thereafter both Parties shall be fully released from all further liability and obligations
hereunder.
ARTICLE III
EVIDENCE OF TITLE
3.01 Title Examination. Within fifteen (15) days after the Effective Date, the City and the
Private Parties each may obtain, at its own expense, a letter report (“Letter Report”) or an ALTA
Commitment for Title Insurance (1966) (the “Title Commitment”) issued by issued by WIN Title
Agency, LLC, as an agent for Stewart Title Guaranty Company, 169 S. Liberty Street, Powell,
Ohio, Attn; Jennifer Steffanni, (614) 310-1412, jennifer.steffanni@wintitleagency.com (“WIN”),
which Letter Report or Title Commitment shall show all recorded liens and encumbrances
affecting the City Exchange Property or the Private Parties Exchange Property, as the case may
be, and shall include copies of all documents referenced in the Letter Report or Title Commitment.
The Letter Report or Title Commitment obtained by the City shall show in the Private Parties good
and marketable title to the Private Parties Exchange Property, and the Letter Report or Title
Commitment obtained by the Private Parties shall show in the City good and marketable title to
the City Exchange Property, free and clear of all liens, charges, encumbrances and clouds of title,
whatsoever, except the following (“Permitted Encumbrances”):
(a) Those created or assumed by the City as to the Private Parties Exchange Property
or the Private Parties as to the City Exchange Property;
(b) Zoning ordinances;
(c) Legal highways and public rights-of-way;
(c) Real estate taxes which are liens on the respective properties, but which are not yet
due and payable; and
(d) Covenants, restrictions, conditions and easements of record acceptable to the City
in the case of the Private Parties Exchange Property and to the Private Parties in the case
of the City Exchange Property.
The Letter Report or the Title Commitment, as the case may be, shall fully and completely
disclose all easements, rights-of-way, and any appurtenant rights and easements affecting the City
Exchange Property and/or the Private Parties Exchange Property, as applicable, and shall show the
results of a special tax search and examination for any financing statements filed of record which
may affect the properties.
3.02 Title Insurance. At the Closing (as hereinafter defined), each Party shall have the right to
purchase, at its own expense, title insurance coverage for the property to which each respective
Party will be taking title.
3.03 Title Defects:
(a) In the event that an examination of either the Title Commitment/Letter Report or
the Private Parties Survey discloses any matter adversely affecting title to the Private
Parties Exchange Property, or if title to the Private Parties Exchange Property is not
marketable, as determined by Ohio law with reference to the Ohio State Bar Association’s
Standards of Title Examination, or if the Private Parties Exchange Property is subject to
liens, encumbrances, easements, conditions, restrictions, reservations or other matters not
specifically excepted by the terms of this Agreement, or in the event of any encroachment
or other defect shown by the Private Parties Survey (the foregoing collectively referred to
as, “Private Parties Exchange Property Defects”), the City shall, within ten (10) days
following the later of the City’s receipt of both the Title Commitment/Letter Report and
the Private Parties Survey, provide the Private Parties with written notice of any such
Defects to which the City is objecting. The Private Parties shall have ten (10) days
following receipt of such written notice to cure or remove any such Private Parties
Exchange Property Defects to the reasonable satisfaction of the City.
(b) In the event that an examination of either the Title Commitment/Letter Report or
the City Survey discloses any matter adversely affecting title to the City Exchange
Property, or if title to the City Exchange Property is not marketable, as determined by Ohio
law with reference to the Ohio State Bar Association’s Standards of Title Examination, or
if the City Exchange Property is subject to liens, encumbrances, easements, conditions,
restrictions, reservations or other matters not specifically excepted by the terms of this
Agreement, or in the event of any encroachment or other defect shown by the City Survey
(the foregoing collectively referred to as, “City Exchange Property Defects”), the Private
Parties shall, within ten (10) days following the later of the Private Parties’ receipt of both
the Title Commitment/Letter Report and City Survey, provide the City with written notice
of any such City Exchange Property Defects to which the Private Parties are objecting.
The City shall have ten (10) days following receipt of such written notice to cure or remove
any such City Exchange Property Defects to the reasonable satisfaction of the Private
Parties.
ARTICLE IV
CLOSING; POSSESSION
4.01 Closing Date. The property exchange contemplated herein shall be closed through the
offices of WIN (the “Closing”) within thirty (30) days following the termination of the
Contingency Period, which Closing date may be extended in writing by mutual agreement of the
Parties and shall be extended by such time, if any, as is necessary to cure any Private Parties
Exchange Property Defects and/or City Exchange Property Defects, as set forth in Section 2.03
hereof. The Closing shall be at such time as the City and the Private Parties may mutually agree
upon.
4.02 Possession. At Closing, the Private Parties shall deliver possession of the Private Parties
Exchange Property to the City in the same condition as on the Effective Date, normal wear and
tear excepted. At Closing, the City shall deliver possession of the City Exchange Property to the
Private Parties in the same condition as on the Effective Date, normal wear and tear excepted.
4.03 Limited Warranty Deed and Easements. At the Closing, the City shall convey to the Private
Parties fee simple title to the City Exchange Property identified in Exhibit “A” by limited warranty
deed, free and clear of all liens and encumbrances except the Permitted Encumbrances applicable
to the City Exchange Property as stated in Section 2.01. At the Closing, the Private Parties shall
convey to the City fee simple title to the Private Parties Exchange Property identified in Exhibit
“B” by limited warranty deed, free and clear of all encumbrances except the Permitted
Encumbrances applicable to the Private Parties Exchange Property as stated in Section 2.01, and
a deed restriction stating that the Private Parties Exchange Property shall not be used for the
development or operation of a senior housing project which includes independent living, assisted
living, or memory care facilities unless approved by the Private Parties or their successors or
assigns.
4.04 Adjustments at Closing. At the Closing, the City and the Private Parties shall apportion,
adjust, prorate and pay the following items in the manner hereinafter set forth:
(a) Real Estate Taxes and Assessments. The City and the Private Parties shall pay to
the Franklin County Treasurer all delinquent real estate taxes, if any, together with
penalties and interest thereon, all assessments which are a lien against their respective
Exchange Property as of the date of Closing (both current and reassessed, whether due or
to become due and not yet payable), all real estate taxes for years prior to Closing and real
estate taxes for the year of Closing, prorated through the date of Closing, applicable to the
respective Exchange Property. The proration of undetermined taxes shall be based upon a
three hundred sixty-five (365) day year and on the last available tax rate, giving due regard
to applicable exemptions, recently voted millage, change in tax rate or valuation (as a result
of this transaction or otherwise), whether or not the same have been certified. The
estimated proration of real estate taxes paid by each Party at the Closing shall be final;
(b) The City’s Expenses. The City shall, at the Closing (unless previously paid), pay
the following expenses:
(i) The cost of furnishing the Title Commitment/Letter Report for the Private
Parties Exchange Property, and the premium for any owner’s policy of title
insurance for the Private Parties Exchange Property desired by the City;
(ii) The cost of all municipal services and public utility charges (if any)
applicable to the City Exchange Property due through the date of Closing;
(iii) The cost of recording the limited warranty deed transferring title in the
Private Parties Exchange Property to the City; and
(iv) One-half (1/2) the fee, if any, charged by WIN for closing the transactions
contemplated herein.
(c) The Private Parties’ Expenses. The Private Parties shall, at the Closing (unless
previously paid), pay the following expenses:
(i) The cost of furnishing the Title Commitment/Letter Report for the City
Exchange Property, and the premium for any owner’s policy of title insurance for
the City Exchange Property desired by the Private Parties;
(ii) The cost of all municipal services and public utility charges (if any)
applicable to the Private Parties Exchange Property due through the date of Closing;
(iii) The cost of recording the limited warranty deed transferring title in the City
Exchange Property to the Private Parties;
(iv) The cost of recording any release or partial release of any mortgages or other
liens affecting the Private Parties Exchange Property; and
(v) One-half (1/2) the fee, if any, charged by WIN for closing the transactions
contemplated herein.
(d) Other Closing Costs. All other closing costs and expenses not herein referenced
and not specifically attributable to either Party shall be shared equally by the Parties.
(e) Brokers. Each Party represents and warrants to the other Party that neither
Party has dealt with or through any real estate broker or real estate agent that is
claiming, or which may be entitled to claim, a commission or fee for services relating
to this Agreement.
4.05 Other Documents. The Parties agree that such other documents as may be legally necessary
or appropriate to carry out the terms of this Agreement shall be executed and delivered by the
appropriate party to the Title Insurance Agency at Closing. Such documents shall include, but not
be limited to, a settlement statement, affidavits regarding liens, unrecorded matters and possession
as may be reasonably requested by the Title Insurance Agency.
ARTICLE V
WARRANTIES AND REPRESENTATIONS OF THE PARTIES
5.01 Warranties and Representation. In addition to any other representations or warranties
contained in this Agreement, the Parties hereby represent and warrant as follows with respect to
the Exchange Property they are conveying to the other Party:
(a) There are no leases in effect for the Property;
(b) The Party is the owner of title to the Property, free and clear of any third-party lien;
(c) Neither the Party nor any agent, employee or representative of the Party, has
received any notice or notices, either orally or in writing, from any municipal, county, state
or any other governmental agency or body, of any zoning, fire, health, environmental or
building violation, or violation of any laws, ordinances, statutes or regulations relating to
pollution or environmental standards, which have not heretofore been disclosed to the other
Party or otherwise corrected;
(d) The execution, delivery and performance of this Agreement, and the consummation
of the transaction contemplated hereby, will not result in any breach of, or constitute any
default under, or result in the imposition of any lien or encumbrance against the Property,
under any agreement or other instrument to which the Party is a party or by which the Party
might be bound;
(e) No other person or entity other than the Party currently owns or has any legal or
equitable interest in the Property and no other person or entity other than the other Party
has or will have any right to acquire the Property, or any portion thereof;
(f) The execution, delivery and performance by the Party of this Agreement and the
performance by the Party of the transactions contemplated hereunder, and the conveyance
and delivery by the Party to the other Party of possession and title to the respective
Exchange Property have each been duly authorized by such persons or authorities as may
be required, and on the date of Closing, the Party shall provide the other Party with certified
resolutions, or other instruments, in form satisfactory to the other Party, evidencing such
authorization;
(g) Through and until the date of Closing, neither Party shall not enter into any
easement, lease or other contract pertaining to the respective Exchange Property without
the prior written consent of the other Party;
(h) The Party has not used, generated, discharged, released or stored, and will not use,
generate, discharge, release or store, any Hazardous Substances on, in or under the
respective Exchange Property, and have received no notice and have no knowledge of the
presence in, on or under the respective Exchange Property of any such Hazardous
Substances; (ii) to the best of the Party’s knowledge, there are no, and will not be, any
underground storage tanks at the respective Exchange Property, whether owned by the
Party or its predecessors in interest; and (iii) to the best of the Party’s knowledge, there are
no Hazardous Substances, and will not be, on, in or under the respective Exchange
Property. “Hazardous Substances” means all “hazardous substances” (as defined in the
Comprehensive Environmental Response Compensation and Liability Act of 1980, 42
U.S.C. paragraph 9601 et seq. and the regulations promulgated pursuant thereto, as
amended); any other toxic or hazardous waste, material or substance as defined under any
other federal, state or local law, rule, regulation or ordinance; petroleum products; asbestos
and asbestos-containing material; mold; electrical equipment which contains any oil or
dielectric fluid containing polychlorinated biphenyls; and any other pollutant or
environmental contaminant; and
(i) The City, SKS, and Newcomb are not a “Foreign Person” as that term is defined in
the Foreign Investment in Property Tax Act.
All representations and warranties set forth in this Article IV shall be true and correct as of
the date hereof and as of the Closing Date, and at Closing, if requested by a Party, the other Party
shall so certify the same, in writing, in form reasonably requested by the other Party.
5.02 Breach of Warranties Prior to Closing. If, during the pendency of this Agreement,
either Party determines that any warranty or representation given to the other Party under
this Agreement shall be untrue, incorrect or misleading, in whole or in part, the same shall
constitute a default hereunder. In such event, the Party claiming default may give written
notice thereof and shall thereafter have such rights and remedies as may be available as
provided herein, at law or in equity, including, but not limited to, the right to terminate this
Agreement and receive compensation for damages or to proceed to Closing for the
completion of this transaction.
ARTICLE VI
NOTICES
6.01 Notices. Notice from one Party to another relating to this Agreement shall be
deemed effective if made in writing and delivered to the recipient’s address set forth below
by any of the following means: (i) hand delivery, (ii) registered or certified U.S. mail,
postage prepaid, with return receipt requested, (iii) Federal Express, UPS, or like overnight
courier service; or (iv) electronic mail when receipt confirmed by sender’s electronic mail
system. Notice made in accordance with this Section 5.01 shall be deemed delivered when
delivered by hand, upon receipt or refusal of receipt if mailed by registered or certified
U.S. mail, or the next business day after deposit with an overnight courier service if
delivered for next day delivery. All notices shall be addressed as follows:
(a) If intended for the Private Parties to:
SKS Bright Road LLC
169 S. Liberty Street
Powell, Ohio 43065
steve.newcomb@newburycompanies.com
Attn: Steve Newcomb
With a copy to:
Willis Law Firm LLC
1160 Goodale Blvd.
Columbus, Ohio 43212
bnewcomb@willislawohio.com
Attn: R. Brian Newcomb
(b) If intended for the City, to:
City of Dublin
5555 Perimeter Drive
Dublin, Ohio 43017
Attn: Megan O’Callaghan, City Manager
mocallaghan@dublin.oh.us
With a copy to:
Frost Brown Todd, LLC
10 W. Broad Street, Suite 2300
Columbus, Ohio 43215
Attn: Philip K. Hartmann
phartmann@fbtlaw.com
The Parties, by notice given hereunder, may designate any further or different addresses to
which subsequent notices; certificates, requests or other communications shall be sent.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.01 Survival. The warranties, representations, covenants and agreements set forth in this
Agreement shall not be cancelled by performance under this Agreement, but shall survive the
Closing and the delivery of the deed of conveyance hereunder.
7.02 Governing Law. This Agreement is being executed and delivered in the State of Ohio and
shall be construed and enforced in accordance with the laws of the State of Ohio. For all litigation,
disputes and controversies which may arise out of or in connection with this Agreement, the
undersigned hereby waive the right to trial by jury and consent to the jurisdiction of the courts of
Franklin County, Ohio.
7.03 Entire Agreement. This Agreement constitutes the entire contract between the Parties
hereto, and may not be modified except by an instrument in writing signed by both Parties, and
this Agreement supersedes all previous agreements, written or oral, if any, between the Parties.
7.04 Time of Essence. Time is of the essence of this Agreement in all respects.
7.05 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto, their respective heirs, legal representatives, successors and assigns.
7.06 Invalidity. In the event that any provision of this Agreement shall be held to be invalid,
the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.
7.07 Waiver. No waiver of any of the provisions of this Agreement shall be deemed, nor shall
the same constitute a waiver of any other provision, whether or not similar, nor shall any such
waiver constitute a continuing waiver. No waiver shall be binding, unless executed, in writing, by
the Party making the waiver.
7.08 Headings. The section headings contained in this Agreement are for convenience only and
shall not be considered for any purpose in construing this Agreement. As used in this Agreement,
the masculine, feminine and neuter genders, and the singular and plural numbers shall be each
deemed to include the other whenever the context so requires.
The Parties have hereunto subscribed their names on the day and year first aforesaid.
CITY: SKS:
CITY OF DUBLIN, OHIO, SKS BRIGHT ROAD LLC
an Ohio municipal corporation an Ohio limited liability company
By: _________________________________ By: ________________________________
Megan O’Callaghan, City Manager
Its:_________________________________
________________________________
Stephen T. Newcomb
EXHIBIT A
CITY EXCHANGE PROPERTY
EXHIBIT B
PRIVATE PARTIES EXCHANGE PROPERTY
0127219.0620173 4906-6573-6222v1
Development & Land Exchange Agreement
Exhibit C
Development and Land Exchange Agreement
Exhibit A
+/- 3.3 Acres
Owned by the City of Dublin
Dublin Dublin Dublin
Development and Land Exchange Agreement
Exhibit B
+/- 5.8 Acres
Owned By SKS Bright Road LLC & Stephen T Newcomb
SKS
Bright
Road
LLC
Stephen
Newcomb