Experience
Representation of Delhi Township
Dinsmore represents Delhi Township, Ohio, and handled the redevelopment of a vacated shopping center into a 15 acre mixed-use development known as Delhi Towne Square, which includes Delhi Athletic Club, a cultural arts center and event center, preschool rooms for Oak Hills School District, as well as a 180-unit apartment complex. We successfully completed a subdivision of the site, negotiated a 100-year ground lease with the multi-family apartment developer, as well as a lease with Oak Hills School District for classroom space on the site. We also handled the public financing aspects of this project.
Legal Counsel to the Liberty Community Authority
Dinsmore is legal counsel to the Liberty Community Authority (“LCA”), created pursuant to Ohio statute and comprised of private developer and Butler County/Liberty Township representatives, which manages and maintains the multiple public parking garages, and storm water facilities supporting the expansive mixed use project, known as “Liberty Commons” – one of the largest residential, commercial and entertainment projects in southwest Ohio.
Representation of the Village of Silverton
We represent the Village of Silverton and handled an innovative statutory land swap transaction with the Cincinnati City School District, whereby the school district obtained a new site for redevelopment of a Montessori school and the Village obtained a 10 acre parcel of land. We further represented Silverton in the assemblage of certain adjacent parcels, thereby creating an attractive site for redevelopment. Subsequently, we continued our representation of the Village in negotiating the essential contract and easement agreements allowing for the development of approximately 200 luxury apartments. We handled all aspects of the transaction, including site development agreements and public financing of the project. This project serves as a gateway project for the Village of Silverton, Ohio. Additionally, we represented the Village in its acquisition of its new city hall and redevelopment of the former city hall into a brew pub.
Resolved a Major Crisis for $50 Million Retail Project
On behalf of Kroger, we worked with the City of Newport (“City”) and the Kentucky Department of Transportation (“Department”) to resolve a major crisis involving an improperly installed storm water system underneath the interior roadway that services the Newport Pavilion retail project. We created a mediation path and restructured a transactional model, including additional private and public financial resources, to allow a contractor to drill shafts into the collapsed area and repair/retrofit the storm water pipe. We worked closely with the City, the developer and the Department to ensure the success of the $50 million retail project and to stabilize critical public infrastructure for the surrounding community.
Task Force to Revise Ohio Condemnation Laws
Working pro bono, and at the behest of the Ohio Attorney General’s Office, Richard served on a task force created by the Ohio General Assembly to review and rewrite the state’s eminent domain laws. The task force provided testimony and written reports to certain subcommittees to review the statutory processes and constitutional parameters as to the exercise of eminent domain. Their recommendations were incorporated into the new law, known as Amended Substitute Senate Bill 7 (127th General Assembly). Senate Bill 7 serves as the structure for Ohio’s condemnation laws.
National Development Counsel for Senior Living Developer / Operator
We serve as national development counsel for Cameron General Contractors and Resort Lifestyle Communities, which are affiliated entities currently among the most active developer/operators of senior living retirement communities in the United States. To date, we have handled the acquisition and development of more than 20 such retirement communities in a variety of locations from the east coast to the Pacific Northwest, as well as numerous places in between. Our work encompasses all phases of the ground-up development process, including site selection, due diligence, land acquisition, securing zoning and other governmental approvals, obtaining governmental incentives, negotiating municipal and private development and cost-sharing agreements and obtaining both construction and permanent financing.
Project Counsel to an International Health Care Service System
We served as project counsel to our client, an international health care service system, to negotiate a master services agreement pursuant to which an international commercial real estate services firm managed all owned, leased, and sub-leased portfolio of the client’s properties to create efficiencies between our client’s internal facility management, property management, and construction departments and its service providers. In addition to the master services agreement, Dinsmore also negotiated various sub-agreements, including property management, transactional management/brokerage, portfolio administration, project management agreements, which governed specific elements of the relationship between our client and the real estate services firm, including tenant build-outs, portfolio management, leasing, acquisitions, dispositions, and property management. The negotiation required in-depth knowledge of the operations, management and structure of the client’s portfolio of facilities, the service provider’s operations and services, and coordination among the client, its third party consultants, and its service provider.
Real Estate Counsel for Joint Venture
We have acted as real estate counsel for a joint venture between the Miller-Valentine Group and Jeffrey R. Anderson Real Estate, Inc. which redeveloped a 10 acre assemblage site into approximately 200 luxury apartments and 60,000 square feet of commercial space. We handled all aspects of the transaction, including structuring the joint venture, site development agreements, and financing of the project. This project is intended as a gateway project for the Village of Silverton, Ohio.
Provided Counsel to a Church
We represented a nondenominational church in Deerfield Township, Warren County, Ohio, in obtaining multiple zoning variances to allow for expansion of their assembly building, parking, and vehicular movement areas.
Governmental Incentives
Dinsmore and Shohl represented national healthcare provider in obtaining Ohio tax credits to develop client’s facility for diagnostic healthcare services
Project Counsel for $150 million Mixed-Use Project
We served as project counsel for a regional multi-family apartment developer in connection with the re-development of a $150 million mixed-use project containing approximately 330 residential units, a boutique hotel, approximately 200,000 sq. ft. of office space, and a 1,400 space public parking garage on the Scioto Peninsula in downtown Columbus. Over a two year period, our team negotiated the purchase, sale and development agreement, and various interrelated land use agreements necessary for facilitating the creation of a new “festival street;” assisted in forming a new community authority which utilized a tax-exempt bond issuance to finance the public improvements supporting the project; collaborated with the Columbus Franklin County Finance Authority to issue tax exempt bonds, utilizing a ground lease/capital lease structure, to receive sales tax exemption savings on the materials used in construction of the apartment buildings; formed a joint venture entity to utilize capital contributions of equity investors and to take advantage of the project’s location in a qualified opportunity zone; and negotiated terms of an approximately $60 million construction loan. Further, our development team negotiated an option of right of first offer as to the public parking garage and laid the groundwork for phase II expansion in the event our client wishes to expand its development footprint.Throughout the project, our team collaborated with the city of Columbus, Columbus Downtown Development Corporation, Columbus-Franklin County Finance Authority, and counsel for two collaborative developers.
Local Counsel for University Developer
We act as local counsel for a national university-centric developer, which has a focus on student housing. We obtained concept plan approval for an approximately 11 acre in-fill redevelopment of a former hospital site into a mixed use project known as the District at Clifton Heights, adjacent to the University of Cincinnati. The construction value of this project will exceed $300 million dollars and comprises approximately 1,400 apartment units, 300,000 square feet of retail space (including a theater and other entertainment uses), and a nationally branded hotel. This approval was the culmination of months of neighborhood engagement and collaborative planning with city staff, neighborhood associations, and university stakeholders involving permitted uses, vehicular movement and parking and public spaces.
Zoning, Leasing, Financing and Sale of Office Building
Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, development, zoning, leasing, financing and sale of Rookwood Tower in the City of Norwood, Ohio.
Counseled a Private Equity Fund in the Acquisition of an Industrial Property Portfolio
We represented a New York-based private equity fund in acquiring an industrial property portfolio comprised of fee simple and ground lease interests in the greater Akron, Ohio market. We were responsible for negotiating a purchase agreement, performing due diligence activities, including analysis of significant zoning concerns, obtaining tenant estoppels, assisting with the structure and commitment of the acquisition financing, including negotiation of all related loan and security documents, as well as ground lease, non-disturbance agreements.
Project Counsel for a Plumbing and Water Cleanup Service
We are serving as project counsel for a plumbing and water cleanup service in the rollout of its prototype for a new service facility. Our responsibilities include negotiating and preparing the purchase agreement, and negotiating utility service agreements, obtaining zoning and related land use approvals, closing the transaction and ensuring the project remained on schedule to meet our client’s objectives. Recently completed projects are located in Dayton, Ohio and Indianapolis, Indiana.
Project Counsel to a Global High-Tech Manufacturer
We served as project counsel to a global high-tech manufacturing company with respect to its acquisition and renovation of an existing industrial facility in Springfield, Ohio. Representation included negotiating an access agreement to facilitate a due diligence pre-start, negotiating a purchase agreement, performing due diligence activities, including zoning analysis, facilitating the procurement of state and local economic incentives, resolving title issues, closing the property acquisition, and post-closing advising the client as to annexation and rezoning of adjacent, undeveloped land.
Counsel Client in Fee to Trust Application under the HEARTH ACT
We worked extensively on document origination and preparation for Tribal Trust Land leasing matters in Michigan. These included Tribal code review and analysis, ground lease drafting and negotiation, preparation of a retail sublease template, HEARTH ACT research and analysis, and inclusion of related provisions in leasing documents. We also created necessary development and documents to facilitate land and planning components.
The Banks Project
Served as owner’s counsel to Nicol Investment Company on The Banks project on the downtown Cincinnati riverfront. Representation involves leasing and development matters with national and regional tenants, including first-to-market occupants, as well as the completion of one of the first vertical subdivisions in Hamilton County, Ohio, which distinguished as separate tax parcels the upper floor luxury apartments from the street level retail businesses.
Leasing and Sale of Retail Shopping Center
Represented the owners of Tri-County Towne Center in the lease out and sale of the 200,000+ square foot, $24.3 million retail shopping center. Representation included the drafting and negotiation of reciprocal easement agreements involving access, parking and utilities rights, maintenance obligations and building limitations between the shopping center and separately-owned outparcels.
Expansion and Development of Local Brewery
Served as project counsel to MadTree Brewing, LLC for the development of an $18 million production brewery, tap room and event center that will allow for the expansion of its annual brewing capacity from 25,000 barrels to 180,000 barrels. Representation included coordinating due diligence, closing on property acquisition and negotiating development agreements.
Development of Non-Profit Community Health Center
Served as project counsel to a non-profit health care provider for the development of its new $5.25 million community health center located in the West End of Cincinnati. Representation included securing federal grants and community development financing to facilitate the project, site selection services to ensure compliance with federal grant requirements, coordinating due diligence, title services to clear over $150,000 in liens from the property, negotiation with the City of Cincinnati to obtain a release of over $250,000 in additional liens burdening the property, structuring and closing on property acquisitions, negotiating construction contracts, obtaining governmental approvals, leasing out portions of the completed facility in accordance with Stark Law and HIPAA requirements and obtaining real estate tax exemption for the completed project.
Development of Medical Office Clinic
Served as project counsel to a group of physicians for the development of medical office clinic locations for a national dialysis services provider. Representation included structuring and closing on property acquisitions, coordinating due diligence, negotiating development and construction agreements, obtaining governmental approvals and leasing out the completed facility in accordance with Stark Law and HIPAA requirements.
Development of New LaRosa’s Restaurant
Served as project counsel for the development of a new freestanding LaRosa’s restaurant in Cold Spring, Kentucky. Representation included coordinating due diligence, closing on property acquisition and negotiating easement and development agreements.
Real Estate Tax Valuation Reduction
Represented the client in the filing of a Board of Revision complaint to contest the Hamilton County Auditor’s valuation of commercial real estate property and in a hearing held by the Board of Revision regarding such complaint; achieved a 92% reduction in the taxable value of the property.
Real Estate Tax Valuation Reduction
Represented the client in the filing of a Board of Revision complaint to contest the Preble County Auditor’s valuation of commercial real estate property originally valued at over $8 million and in a hearing held by the Board of Revision regarding such complaint; achieved a 73% reduction in the taxable value of the property.
Represented Design-builder in Construction of $200 Million Mixed Use Development
We represented a design-builder in negotiating and drafting construction and construction-related contracts for a new $200 million mixed use development in the City of Norwood that includes a parking garage, hotel, theater, and retail shops. The contracts were modified to include new construction reform provisions, which were being implemented during the negotiations phase.
Prepared construction contracts for a major national facilities expansion for a NYSE-traded company
Our client, a national retail services company, undertook a major national facilities expansion. Mr. Hahn prepared the construction contracts for the design professional and contractor, and tailored them to work for a national rollout of each retail location.
Acquisition of 400,000 Square Foot Lifestyle Center in South Florida
A nationally recognized lifestyle developer turned to Dinsmore when it sought to purchase a 400,000-square foot lifestyle center in South Florida near the I-75 corridor just southwest of Fort Lauderdale. An affiliate of Duke Realty was seeking to divest itself of retail holdings as part of its asset allocation strategy. Serving as buyer’s counsel, we first structured a joint venture on behalf of our long-time client, Jeffrey R. Anderson Real Estate, which together with a Heitman real estate entity, served as the buyer of the center, known as the Shops at Pembroke Gardens. Next, on behalf of the joint venture purchaser, we handled the real estate components including managing the due diligence and the closing of the transaction, as well as negotiating and drafting the purchase contract, various ECR and escrow agreements. Years earlier, Dinsmore had been responsible for the initial lease-up of the center and successfully negotiated leases with a variety of desirable lifestyle tenants, such as Sur La Table, White House/Black Market, Ann Taylor, Talbots, bebe, Z Gallerie, Chicos, BCBG, Barnes & Noble, Sephora, DSW, Victoria’s Secret, and Brio and Brimstone restaurants. Our extensive experience in serving as project counsel for lifestyle and shopping center projects throughout the country ensured that the buyer was able to proceed in an efficient and timely manner, thereby ensuring the achievement of its transactional objectives.
Representation of A Prominent Real Estate Developer in Multiple Lifestyle and Mixed Use Projects
We have represented Jeffrey R. Anderson Real Estate, Inc. in a wide variety of projects, serving as project counsel with respect to more than $500 million worth of real estate projects, comprised of retail, restaurant, office, hotel and apartment uses. We have advised the client on land use and entitlements for projects throughout the country, worked to secure financing and create ownership structures, counseled on all facets of development and construction, handled leasing for all varieties of retail and office centers, and handled the sale of centers upon the client’s request. Along the way, we have worked with numerous governmental entities to resolve infrastructure issues vital to our client’s projects, such as zoning, access and utilities. Among the projects we have worked on include Rookwood Commons in Ohio, where Brownfield sites were redeveloped, and we facilitated the issuance of a Covenant Not to Sue from the Ohio EPA. Overall, we have worked with the client on projects in Illinois, Kentucky, Michigan, Minnesota, Ohio, Florida, South Carolina and Pennsylvania.
Acquisition, Leasing, Financing and Development of a Shopping Center
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