EXHIBIT 99.1
AGREEMENT FOR THE EXCHANGE OF REAL ESTATE
THIS AGREEMENT FOR THE EXCHANGE OF REAL ESTATE (Agreement) is made and entered into as of the date this Agreement is
executed by the last party to sign as reflected on the signature page below (the Effective Date) by and between CITY OF WESTERVILLE, OHIO, an Ohio municipal corporation (Westerville), and THE
MIDDLEFIELD BANKING COMPANY, an Ohio corporation (Middlefield; Westerville and Middlefield may be referred to herein individually as a Party and collectively as, the
Parties).
Background Information
A. Westerville is the owner of that certain tract of real estate located in Westerville, Delaware County, Ohio, consisting of
approximately 1.06 acres of land within the Westar Place master planned development, being part of parent tax parcel number 317-333-01-003-010 (the Parent Parcel) as generally depicted and identified as Subarea A-3/Lot 2 on the Exhibit A
attached hereto and incorporated herein by reference, together with all privileges, easements, rights of way and appurtenant rights relating to or benefiting such land (collectively, the Westerville Parcel).
B. Middlefield, as successor by merger with Emerald Bank, is the owner of those certain tracts of real estate located at 17 N. State
Street, Westerville, Ohio, identified as Franklin County Auditor Parcel Nos. 080-000062-00 and
080-000325-00, as generally depicted on the Exhibit B attached hereto and incorporated herein by reference (collectively, the Middlefield
Parcel).
C. Westerville desires to transfer and convey the Westerville Parcel to Middlefield, and Middlefield
desires to transfer and convey the Middlefield Parcel to Westerville, pursuant to the terms hereinafter set forth.
Agreement
In consideration of the mutual covenants and promises herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereto agree to the foregoing background information and as follows:
ARTICLE 1
CLOSING DATE AND ESCROW AGENT
1.1
Closing Date. Except as otherwise expressly stated herein, the transactions contemplated by this Agreement shall be consummated (the Closing) on that date which is thirty (30) days (the Closing
Date) after the Westerville Contingencies and the Middlefield Contingencies, as set forth in Sections 2.2 and 2.3, below, have been satisfied or waived, whichever occurs later. The Closing Date may be an earlier or later date only as
mutually agreed in writing by all Parties.
1.2 Escrow Agent/Title Company. Talon Title Agency, 570 Polaris Parkway, Suite 140, Westerville, Ohio
43082, Attn: Jeffrey A. Auker, Esq.; 614-818-0500; jauker@talontitle.net (Escrow Agent), as agent for First American Title Insurance Company
(the Title Company), shall be the Escrow Agent to close the transaction contemplated herein, subject to the Escrow Agents standard conditions for the acceptance of escrow, except as otherwise expressly provided
herein.
1