Ordinance 08-21RECORD OF ORDINANCES
BARRETT BROTHERS· DAYTON OHIO
Ordinance No. 08-21 Passed
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO
ENTER INTO A REAL ESTATE TRANSFER AND DEVELOPMENT
AGREEMENT WITH EASE LOGISTICS SERVICES LLC FOR
THE PROPERTY LOCATED AT 6101 AVERY ROAD
WHEREAS, the City of Dublin, Ohio C'the "City") is the fee owner of that certain
parcel of property at 6101 Avery Road, Dublin, Ohio identified as Franklin County
parcel no. 274-000142-00 and containing approxima te ly 0.432 acres (the
"Property"); and
WHEREAS, the City seeks to transfer approximately 0.37 acres of the Property to
Ease Logistics Services LLC (the "Parcel'') and convert the remaining approximately
0.06 acres of the Property to public right of way; and
WHEREAS, for cons id eration of the City transferring the Parcel to Ease Logistics,
Ease Logistics will agree to acquire the adjacent parcel at 6141 Avery Road, Dublin,
Ohio identified as Franklin County parcel no. 274-000047-00 and containing
approximately 2.5884 acres (''Adjacent Parcel") and the improvements contained
thereon ("Adjacent Parcel Building''); and
WHEREAS, in add itio n, Ease Logistics agrees to own the Parcel and own and
occupy the Adjacent Parce l and Adjacent Parcel Bu ilding for a term of 10 years and
if Ease Logistic shou ld f ail to own the Parce l, or fail to own or occupy the Adjacent
Parcel or Adjacent Parcel Bui lding, Ease Log istics agrees to pay the City
$121,015.00, based on an appraisal obtained by the City, within 60 days of the
failure to own the Parcel or own or occupy the Adjacent Parce l and Adjacent Parcel
Building; and
WHEREAS, the City desires to execute the Real Estate Transfer and Development
Agreement to cont inuin g pursuing these economic development efforts with Ease
Logistics.
NOV\f, THEREFORE, BE IT ORDAINED by the Counci l of the City of Dublin,
Delaware, Frank lin, and Union Count ie s, State of Ohio, '7 of the elected members
concurring that:
Section 1. The City Manager is hereby author ized to execute the Real Estate
Transfer and Development Agreement in substantia lly the same form as appears on
the attached Exh ibit A.
Section 2. The City Manager is hereby authorized to execute an y additiona l and
necessary agreements or documents related to the Real Estate Transfer and
Development Agreement.
Section 3. Counci l further hereby author izes and directs the City Manager, the
Director of Law , the Director of Finance, the Clerk of Counci l, or other appropriate
officers of the City to take an y other actions as may be appropriate to implement this
Ordinance without further legi slation being required.
Section 4. This Ordinance sha ll take effect in accordance with 4.04(b) of the Dublin
Revised Charter.
Form 62205
RECORD OF ORDINANCES
BARRETI BROTHERS· DAYTON, OHIO Form 62208
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Passed this Zl~a y of 1JQMcL 1 2021.
d_ Q_ :6--
Mayor -Presiding Officer
To: Members of Dublin City Council
From: Dana McDaniel, City Manager
Date: March 2, 2021
Initiated By: Colleen Gilger, CEcD, Director of Economic Development
Eric Meyer, Economic Development Administrator
Re: Ordinance 08-21 Economic Development Agreement with Ease Logistics
Services, LLC.
Background
Ease Logistics Services, LLC (Ease Logistics), established in Dublin in 2014, has reached capacity at
its existing Dublin facilities. As a result, Ease Logistics has been conducting a competitive real estate
search for expansion opportunities in several Central Ohio communities, including Dublin, Plain City
and Marysville.
Ease Logistics, a regular on the Inc. 5000 and Fast 50 lists, provides supply chain management
services by working with clients, shippers and transportation providers. Ease Logistics provides
services that include shipment management, temperature-sensitive freight management, intermodal
shipping, consulting services and overall freight management solutions. Additionally, Ease serves as
an engaged community partner, working with the Dublin Food Pantry, Dublin Welcome Warehouse,
and Dublin Irish Festival, just to name a few.
To meet expansion needs, Ease Logistics is considering the acqu isition of approximately 2.5884 acres
of land and a combined 20,000 SF of existing office and warehouse space at 6141 Avery Road. The
acquisition will expand upon the existing Dublin facilities footprint in use by Ease Logistics. Jobs
associated with the headquarters operation will relocate and grow, while capacity is created for other
company divisions to grow in nearby facilities. Ease Logistics currently employs 68 in two facilities
along Avery Road. With the acquisition of a third facility, the company will create room to grow to
129 employees within the next 6 years. By 2027, the company expects to have total revenues of
$185 million.
The Economic Development Agreement proposes transferring City-owned property at 6101 Avery
Road to Ease Logistics for the sale price of $0 in exchange for Ease Logistics completing the purchase
of 6141 Avery Road and committing to occupy 6141 Avery Road for a period of at least 10 years.
6101 Avery Road contains approximately .432 acres of vacant land and is adjacent to the 6141 Avery
Road site that Ease Logistics proposes purchasing. In order to maintain existing multiuse paths, .06
acre of 6101 Avery Road would be vacated and turned into public right of way before the remainder
of the site would be transferred to Ease Logistics. The company intends to utilize 6101 Avery Road
for additional campus expansion opportunities and more visible placement of site signage.
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43016
Phone: 614-410-4400 Memo
Memo re. Ordinance 08-21 Economic Development Agreement with Ease Logistics
March 2, 2021
Page 2 of 2
If Ease Logistics does not occupy 6141 Avery Road for a period of 10 years, Ease Logistics would
pay the City of Dublin $121,015 within 60 days of the failure. This dollar value represents the
appraised value of the 6101 Avery Road site.
Location of Sites
Recommendation
Staff recommends Council passage of Ordinance 08-21 on March 22, 2021. Please contact Eric Meyer
(emeyer@dublin.oh.us) or Colleen Gilger (cgilger@dublin.oh.us) with any questions you may have.
Real Estate Transfer and Development Agreement
This Real Estate Transfer and Development Agreement (“Agreement”) is made and
entered as of the ____ day of __________, 2021, by and between Ease Logistics, Services LLC,
an Ohio limited liability company (“Ease Logistics”), and the City of Dublin, Ohio, an Ohio
municipal corporation (“City”). Each of Ease Logistics and the City is also sometimes herein
called a “Party,” or together as the “Parties.” The “Effective Date” will mean the date on which
this Agreement has been executed and delivered by both of the Parties.
BACKGROUND INFORMATION
WHEREAS, the City is the fee owner of that certain parcel of property at 6101 Avery
Road, Dublin, Ohio identified as Franklin County parcel no. 274-000142-00 and containing
approximately 0.432 acres (the “Property”); and
WHEREAS, the City agrees to transfer approximately 0.37 acres of the Property to Ease
Logistics (the “Parcel”) and convert the remaining approximately 0.06 acres of the Property at to
right of way; and
WHEREAS, Ease Logistics agrees to own the Parcel for a term of 10 years and if Ease
Logistics should fail to own the Parcel during this period, Ease Logistics agrees to pay the City
$121,015.00, based on an appraisal obtained by the City, within 60 days of the failure to own the
Parcel; and
WHEREAS, the Parcel’s appraised value based on an appraisal obtained by the City is
$121,015 and the Parcel is legally described on Exhibit A attached hereto and made a part hereof;
and
WHEREAS, the City agrees herein to use it best efforts to rezone the Parcel and then
transfer the Parcel to Ease Logistics at no cost; and
WHEREAS, for consideration of the City transferring the Parcel, Ease Logistics agrees,
inter alia, to acquire the adjacent parcel at 6141 Avery Road, Dublin, Ohio identified as Franklin
County parcel no. 274-000047-00 and containing approximately 2.5884 acres (“Adjacent
Parcel”) and the improvements contained thereon (“Adjacent Parcel Building”); and
WHEREAS, in addition, Ease Logistics agrees to own and occupy the Adjacent Parcel and
Adjacent Parcel Building for a term of 10 years and if Ease Logistics should fail to own or fail to
occupy the Adjacent Parcel and Adjacent Parcel Building, Ease Logistics agrees to pay the City
$121,015.00, based on an appraisal obtained by the City, within 60 days of the failure to own or
fail to occupy the Adjacent Parcel and Adjacent Parcel Building.
STATEMENT OF AGREEMENT
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Now, therefore, for and in consideration of the foregoing Background Information and the
mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Ease Logistics and the City agree
as follows:
1. Incorporation of Background Information; Effective Date. The foregoing Background
Information are hereby incorporated into and made a part of this Agreement, as if fully set
forth herein.
2. Agreement to Convey the Parcel. Upon Ease Logistics fulfilling the condition set forth
in Section 3 below, the City agrees to transfer the Parcel to Ease Logistics under the terms
contained herein.
3. Consideration for the City’s Transfer of the Parcel.
a. Dublin City Council approving an Ordinance to authorize this Agreement.
b. Ease Logistics is to provide the City with a copy of a recorded deed for the
acquisition of the Adjacent Parcel in the name of Ease Logistics or an affiliated
entity prior to the City transferring the Parcel.
c. The City agrees herein to use it best efforts to rezone the Parcel prior to
transferring the Parcel to Ease Logistic.
d. At closing of the Parcel, Ease Logistics grants and executes an ingress/egress
easement for the benefit of City owned property at 6077 Avery Road, Dublin,
Ohio, Franklin County parcel no. 274-000086-00 and detriment of the Parcel in
a form acceptable by the City. Said easement to be recorded immediately
subsequent to the deed from the City to Ease Logistics for the Parcel or shall be
reserved as an easement within the deed.
e. At closing of the Parcel, Ease Logistics shall also grant and execute a waterline
easement and sewer line easement for the benefit of the City in a form that is
acceptable to the City.
f. Ease Logistics agrees to own the Parcel, and own and occupy the Adjacent
Parcel and Adjacent Parcel Building for a term of 10 years. If Ease Logistics
should fail to own the Parcel, or should fail to own or occupy the Adjacent
Parcel or Adjacent Parcel Building, Ease Logistics agrees to pay the City the
appraised value of $121,015.00 within 60 days of the failure.
4. Investigations; Due Diligence Date; Termination Rights.
a. Investigations. From the Effective Date to the Closing Date (as such term is
defined in Section 5 hereof), the City will grant Ease Logistics commercially
reasonable access to the Parcel and will cooperate fully in all reasonable
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respects in connection with, the Ease Logistics conducting (either itself or
through its consultants, agents and other representatives) such tests, inspections
and investigations with regard to the Parcel as Ease Logistics deems appropriate
in its sole and absolute discretion (collectively, “Investigations”). Among
other things, the Investigation for the Parcel may include, without limitation, (i)
determinations regarding any required alterations to existing flood plains,
floodways, streams or wetlands areas, (ii) verifications that all title
encumbrances and survey matters are acceptable, (iii) the review of all leases,
easement agreements, maintenance agreements and other agreements, if any,
(iv) “Phase I,” “Phase II” or other environmental studies to determine the extent
to which any Hazardous Materials (as such term is defined in Section 7(h)
hereof) are located on any portion of the Parcel, (v) soil, boring, percolation,
traffic, parking and other similar tests and studies, (vi) topographic, engineering
and other feasibility and physical surveys and studies, (vii) determinations
regarding utilities, access, storm water detention, curb cuts, drives and other
improvements or installations, (viii) the availability of all necessary
governmental and quasi-governmental permits and approvals, and (ix)
investigations as to zoning and other entitlement matters; provided, however,
that Ease Logistics will not be obligated to conduct any particular
Investigations, and further provided that any invasive testing of any kind on the
Parcel shall be subject to the prior approval of the owner of the City, not to be
unreasonably withheld, conditioned or delayed. The City, at no out-of-pocket
cost or expense, will reasonably cooperate and assist the Ease Logistics in
connection with the Investigations. In the event that the transaction
contemplated by this Agreement is not consummated, then Ease Logistics will
promptly repair any physical damage to the Parcel resulting from the conduct
of its Investigations. The terms of this Section 3(a) shall survive the termination
of this Agreement.
b. Due Diligence Date. The “Due Diligence Date” will be the date that is 90 days
after the Effective Date. If the Due Diligence Date does not fall on a business
day, then the Due Diligence Date will be the next business day thereafter.
c. Mutual Termination Rights. Anything in this Agreement to the contrary
notwithstanding, either Party, in its sole and absolute discretion, and for any
reason or reasons or for no reason whatsoever, may terminate this Agreement
by delivering written notice of such termination to the other Party at any time
on or before the Due Diligence Date, and upon such termination, the Parties
will have no further rights or obligations hereunder, except as expressly
provided herein.
5. Title Commitment; Title Policy. Ease Logistics may obtain a commitment (a "Title
Commitment") from a title insurance company licensed to do business in the State of Ohio
(the “Title Company”) to issue an ALTA Owner's Title Insurance Policy (Form 6/17/06)
in the full amount of the appraised value of the Parcel (the "Title Policy"). The cost of the
Title Policy shall be paid by Ease Logistics. The Title Commitment will be certified to the
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Effective Date and will include copies of all recorded documents evidencing title
exceptions raised in Schedule B of the Title Commitment. On or before the date of Closing,
the Title Commitment must show in the City good and marketable title to the Parcel, free
and clear of the standard printed exceptions contained in Schedule B of said commitment
and the Title Policy, and free and clear of all liens, charges, encumbrances and clouds of
title, whatsoever, except the following (collectively, the "Permitted Encumbrances"):
a. Those created or assumed by Ease Logistics; and
b. Zoning ordinances, legal highways and public rights-of-way which do not interfere
with the Parcel; and
c. Real estate taxes, if any, which are a lien on the Parcel, but which are not yet due and
payable; and
d. Easements and restrictions of record acceptable to Ease Logistics which do not interfere
with the Ease Logistics anticipated use of the Parcel, which shall be reflected in the
final form of Schedule B to the Title Policy.
The Title Commitment shall fully and completely disclose all easements, negative or
affirmative, rights-of-way, ingress or egress or any other appurtenances to the Parcel and
shall provide insurance coverage in respect to all of such appurtenant rights. The Title
Commitment shall include the results of a special tax search and examination for any
financing statements filed of record which may affect the Parcel. As used herein, Title
Company means Multi-State Title Agency, Great American Tower, 301 East Fourth Street,
Suite 3300, Cincinnati, Ohio 45202.
6. Endorsement at Closing. At the Closing, the Title Company shall provide Ease Logistics
with endorsements to the Title Commitment updating the commitment to the Closing Date
and showing no change in the state of the title to the Parcel. After the Closing, the Title
Company shall issue a final owner's title insurance policy in the amount of the appraised
value.
7. Survey. The City is obtaining a legal description and survey for the Parcel for purposes of
this Agreement. Ease Logistics may also, at its own expense, obtain a current survey of
the Parcel. For purposes of closing on the Parcel, the survey used for closing shall include
a legal description of the Parcel and shall be certified by the surveyor to Ease Logistics and
the Title Company. Subject to the approval of the Title Company, the legal description set
forth on the survey shall be used in the Title Commitment and policy and in all documents
of transfer contemplated hereby. The survey shall be sufficient to waive or insure over any
and all questions or survey.
8. Status of Title; Permitted Encumbrances; Objections. Up and until fifteen (15) days
prior to the Closing Date (the “Deadline for Objections”), Ease Logistics may provide the
City with written objections to the extent that the Title Commitment reveals matters other
than the Permitted Encumbrances (the "Objections") which constitute a monetary lien or
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which unreasonably interfere with the Ease Logistics’ use of the Premises for its intended
purpose. Ease Logistics’ failure to make written Objections by the Deadline for Objections
will constitute a waiver of the Ease Logistics’ right to make Objections. Upon Ease
Logistics giving the City written notice of Objections, the City may either satisfy the
Objections or Ease Logistics shall waive the Objections five (5) business days prior to the
Closing. In the event the City elects not to cure the Objections, Ease Logistics may terminate
this Agreement by giving written notice of termination to the City prior to Closing. In the
event the Objections are not cured or removed, or in the event the City cannot provide
satisfactory evidence that the Objections will be cured on or before the Closing Date or
that satisfactory endorsements to the Title Policy to be issued, Ease Logistics shall make
its election, five (5) business days prior to closing, by written notice to the City, to either:
a. Accept title to the Parcel, at which point such uncured Objections shall be
Permitted Encumbrances hereunder; or
b. Terminate this Agreement.
Ease Logistics failure to make its election five (5) days prior to Closing shall constitute
Ease Logistics election to accept title to the Parcel, at which point such uncured Objections
shall be Permitted Encumbrances hereunder.
9. Representations and Warranties of the City. The City hereby represents and warrants
to Ease Logistics that all of the following are true and correct on and as of the Effective
Date, will continue to be true and correct as of the Closing Date, and will survive the
Closing and the delivery of the Deed for the Parcel for a period of three months:
a. The City is a municipal corporation duly organized and validly existing and in good
standing under the laws of the State of Ohio. All requisite action (as required under
its organizational governance documents, or by applicable law) has been taken (or
with respect to the instruments referenced herein, by the Closing Date, will be) by
the City in connection with entering into this Agreement and the instruments
referenced herein, and the consummation of the transactions contemplated hereby.
No consent of any creditors, judicial or administrative bodies, governmental or
quasi-governmental authorities, or other parties is required for the performance of
the City’s obligations hereunder. Each of the individuals executing this Agreement
and the instruments referenced herein on behalf of the City has the legal power,
right and actual authority to bind the City to the terms and conditions hereof and
thereof. This Agreement and all instruments that the City is required to execute
hereunder are (or with respect to such instruments, by the Closing Date, will be)
valid, legally binding obligations of and enforceable against the City in accordance
with their respective terms, subject only to applicable bankruptcy, insolvency,
reorganization, moratorium laws or similar laws or equitable principles affecting or
limiting the rights of contracting parties generally; and
b. The City has not 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,
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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 corrected; and
c. The City has not received written notice of any condemnation or eminent domain
proceedings, or of negotiations for purchase in lieu of condemnation, relating to the
Parcel, or any portion thereof. To the City’s Knowledge, no condemnation or
eminent domain proceedings have been commenced or threatened in connection
with the Parcel or any portion thereof.
d. The City is not a party to any agreement, contract or commitment to sell, convey,
let, assign, transfer, provide rights of first refusal or other similar rights with respect
to, or otherwise dispose of, all or any portion of the Parcel, or any interest therein
or occupancy right thereto, other than this Agreement. Except for this Agreement
and any matters of record, neither the City nor any person or entity claiming by,
through or under the City has done, suffered or permitted anything whereby any
lien, claim or right of another has been created against the Parcel, any portion
thereof or any interest therein.
e. There are no (i) orders from or agreements with any governmental authority or
private party or any judicial or administrative proceedings or investigations,
whether pending or threatened, respecting any environmental, health or safety
requirements under federal, state or local laws or regulations relating to the Parcel
or any portion thereof, or (ii) pending, asserted or threatened claims or matters
involving material liabilities, obligations or costs arising from the existence, release
or threatened release of any Hazardous Materials at, on or beneath the Parcel or any
portion thereof.
f. The City is not a "Foreign Person" as that term is defined in the Foreign Investment
in Property Tax Act.
10. Closing. The consummation of transfer of the Parcel from the City to Ease Logistics must
be agreed to by the Parties 30 days in advance and occur no later than December 31, 2021.
Provided that all conditions of closing hereunder have occurred, the Closing will occur
through Multi-State Title Agency on the Closing Date; provided, however, that the Closing
may be affected by the delivery of documents without the necessity of the Parties being
present in person. On the Closing Date:
a. The City’s Deliveries. The City will execute and deliver to the Title Company for
delivery to Ease Logistics on the Closing Date, the following:
i. A limited warranty deed (“Deed”) compliant with Ohio Revised Code
Section 5302.07 and in a commercially reasonable and recordable form
sufficient to convey to Ease Logistics fee simple absolute title to the Parcel,
subject only to the applicable Permitted Encumbrances, signed by the City;
and
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ii. If applicable, the appropriate transfer tax or other similar declarations,
executed by such the City in the form required pursuant to applicable law,
and the City will pay the amount of all transfer, deed, stamp and similar
taxes imposed by governmental authorities having jurisdiction; and
iii. A counterpart of a closing statement signed by such the City; and
iv. If required by the Title Company, an owner’s affidavit duly executed and
acknowledged by the City in form and content required by the Title
Company; and
v. Such other documents as may be reasonably necessary or appropriate to
comply with this Agreement or reasonably required of the City (by the Title
Company or otherwise) to carry out the terms of this Agreement.
b. Ease Logistics’ Deliveries. Ease Logistics will execute and deliver to the
Title Company for delivery to the City on the Closing Date, the following:
i. If applicable, appropriate transfer tax or other similar declarations
in the form required pursuant to applicable law; and
ii. A counterpart of a closing statement; and
iii. Such other documents as may be reasonably necessary or
appropriate to comply with this Agreement or reasonably required
of Ease Logistics (by the Title Company or otherwise) to carry out
the terms of this Agreement.
11. General Real Estate Taxes; Other Payments. In the event that any general real estate
taxes, general or special assessments, or other payments with respect to the Parcel remain
outstanding as of the Closing Date, the City will remain solely and exclusively liable
therefor. General real estate taxes and general and special assessments for the years prior
to Closing shall be paid by the City on or prior to the Closing Date. General real estate
taxes and general and special assessments for the year of Closing will be prorated on a per
diem basis as of the Closing Date based on the most recently available tax rate and
valuation for the Parcel, and Ease Logistics will receive a credit for such amount at Closing.
12. Disclaimer. EASE LOGISTICS ACKNOWLEDGES AND AGREES, THAT IT IS
ACQUIRING THE PARCEL, “AS IS, WHERE IS, WITH ALL FAULTS”, EXCEPT TO
THE EXTENT EXPRESSLY PROVIDED FOR OTHERWISE IN THIS AGREEMENT.
THE CITY ACKNOWLEDGE THAT EASE LOGISTICS WILL CONDUCT SUCH
INVESTIGATION OF THE PARCEL, INCLUDING, BUT NOT LIMITED TO, THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF, AS EASE
LOGISTICS DEEMS NECESSARY TO SATISFY ITSELF AS TO THE CONDITION
OF THE PARCEL, AND WILL RELY SOLELY UPON THE SAME AND NOT UPON
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ANY INFORMATION PROVIDED BY OR ON BEHALF OF THE CITY OR ITS
AGENTS OR EMPLOYEES WITH RESPECT THERETO, OTHER THAN SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS AS ARE EXPRESSLY
SET FORTH IN THIS AGREEMENT.
13. Condemnation. In the event that, between the Effective Date and the Closing Date, any
condemnation or eminent domain proceedings are instituted that might result in the taking
of all or any portion of an applicable Parcel, the City will immediately notify the Ease
Logistics in writing of such occurrence, and thereupon Ease Logistics may elect (in its sole
and absolute discretion) to:
a. terminate this Agreement, in which event all rights and obligations of the Parties
hereunder will cease; or
b. elect to consummate the transaction and require the City to deliver to the a duly
executed assignment, in form and substance reasonably satisfactory to Ease
Logistics, of proceeds payable as a result of the City’s right to receive any
condemnation award.
Ease Logistics will have 30 days after the date of its receipt of written notice of such
institution of proceedings within which to exercise its rights under this Section 13. If the
Closing is scheduled to occur within such 30-day period, then the Closing will be delayed
until the Ease Logistics makes such election, and if Ease Logistics elects to consummate
the transaction, the Closing Date will be adjusted accordingly.
14. Covenants of the City. Between the Effective Date and the Closing Date, the City will
with respect to the Parcel:
a. not, without first obtaining the written consent of Ease Logistics (which consent
may be given or withheld in its sole and absolute discretion), promote, solicit,
entertain or negotiate with respect to any offers for the sale of, or enter into any
contracts, leases or other agreements pertaining to, the Parcel or any portion
thereof; and
b. comply with all laws, ordinances, regulations and restrictions affecting the Parcel
or any portion thereof (including, without limitation, the use thereof); and
c. comply with the terms of all mortgages, liens, pledges, leases, licenses, easements
and other similar encumbrances affecting the Parcel or any portion thereof; and
d. not create or permit to be created any mortgage (or amendment to any existing
mortgage), lien, pledge, lease, license, easement or other similar encumbrance in
any way affecting the Parcel or any portion thereof; and
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e. not knowingly permit the physical condition of the Parcel, or any portion thereof,
to change materially from the physical condition thereof as of the Due Diligence
Date; AND
f. not knowingly permit (i) the Parcel, or any portion thereof, to be used for the
treatment, transportation, storage, handling or disposal of any Hazardous Materials,
(ii) the Parcel, or any portion thereof, to appear on any federal or state registry of
inactive hazardous waste site, or (iii) any notice or claim to be made by the federal
or any state government concerning the release or alleged release of Hazardous
Materials at the Parcel, or any portion thereof; and
g. comply with all requirements of the Title Company in connection with its insurance
hereunder.
15. Notices. Any notice or other communication in connection with this Agreement will be in
writing and will be sent by United States certified mail, return receipt requested, postage
prepaid, by a nationally recognized overnight courier guaranteeing next day delivery, by
electronic transmission, or by personal delivery, properly addressed as follows:
If to Ease Logistics: Ease Logistics Services, LLC
Attention: Peter Coratola Jr.
E-Mail: pcoratola@easelogistics.com
with a copy to:
Attention:
E-Mail:
If to City: City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
Attention: Dana McDaniel, City Manager
E-Mail: dmcdaniel@dublin.oh.us
and with a copy to: Frost Brown Todd LLC
Suite 2300
10 West Broad Street
Columbus, Ohio 43215
Attention: Jennifer Readler, Law Director
E-Mail: jreadler@fbtlaw.com
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All notices will be deemed given, delivered and received three business days following deposit in
the United States mail with respect to certified or registered letters, one business day following
deposit if delivered to an overnight courier guaranteeing next day delivery, and on the same day if
sent by personal delivery or by electronic transmission (with proof of transmission). Attorneys for
each Party will be authorized to give notices for each such Party. Any Party may change its address
for the service of notice by giving written notice of such change to the other Party, in any manner
above specified.
16. Miscellaneous.
a. 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.
b. Counterpart; Electronic Transmission. This Agreement may be executed in any
number of counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. To facilitate execution of this
Agreement, the Parties may execute and deliver counterparts hereof (or counterparts of
the signature page or pages hereof) by facsimile or electronic transmission, and such
facsimile or electronically transmitted counterparts will be binding and enforceable to
the same extent as originals thereof.
c. Section Headings. The Section headings or captions appearing in this Agreement are
for convenience only, are not a part of this Agreement, and are not to be considered in
interpreting this Agreement.
d. Entire Agreement; No Waiver. This written Agreement constitutes the entire
agreement between the Parties and supersedes any prior oral or written agreements
between the Parties. There are no verbal agreements that can or will modify this
Agreement, and no waiver of any of its terms will be effective unless in a writing
executed by the Parties.
e. Day for Performance. Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or
legal holiday, then such time for performance shall be automatically extended to the next
business day.
f. Severability. The unenforceability or invalidity of any provisions hereof will not render
any other provisions herein contained unenforceable or invalid.
g. Assignment. Neither party may assign this Agreement or any of its rights hereunder
without the other Party’s prior written consent, which may be withheld, conditioned or
delayed in such other Party’s sole and absolute discretion.
h. Brokers. Each Party represents and warrants that they have not dealt with any real
estate broker or realtor in connection with the sale of the Premises, and that no realtor’s
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or finder's fees, brokerage commissions, or other forms of compensation are due to any
realtor or broker in connection with this transaction.
i. Binding Nature. This Agreement will be binding upon and inure to the benefit of the
Parties, and their respective successors and permitted assigns.
j. Time of Essence. Time is of the essence of this Agreement.
[Signatures on following page]
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In witness whereof, the Parties hereto have caused this Agreement to be executed and
delivered the day and the date first above written.
Ease Logistics:
Ease Logistics Services, LLC, an Ohio
limited liability company
By:
Name:
Its:
Date: ___________, 2021
City:
City of Dublin, Ohio,
an Ohio municipal corporation
By:
Name: Dana McDaniel
Its: City Manager
Date: _____________, 2021
APPROVAL AS TO FORM:
By:
Name: Jennifer D. Readler
Its: City Attorney
Exhibit A -- Legal Description of Parcel