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HomeMy WebLinkAbout103-00 Ordinance RECORD OF ORDINANCES Dayton Legal Blank Co. Form No. 30043 Ordinance No Passed 103-00 AN ORDINANCE AUTHORIZING THE EXECUTION OF A LONG-TERM LEASE AGREEMENT WITH THE DUBLIN ARTS COUNCIL FOR THE USE OF THE PROPERTY LOCATED AT 7125 RIVERSIDE DRIVE, AND DECLARING AN EMERGENCY WHEREAS, the City desires to enter into a Lease Agreement with the Dublin Arts Council for the use of the building located at 7125 Riverside Drive for the purpose of providing the citizens of Dublin, Ohio with a center for the creation, presentation, and celebration of the arts. WHEREAS, the Lease Agreement is for a term of twenty-five (25) years with one (1) renewal term often (10) years. WHEREAS, the Lease Agreement provides that the Dublin Arts Council shall have the option to purchase the leased premises and grounds every five (5) years during the term of the Lease Agreement. NOW, THERE~RE BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, of the elected members concurring that: Section 1. The City Manager is hereby authorized to execute a Lease Agreement with the Dublin Arts Council for the use of the building located at 7125 Riverside Drive for the purpose of providing the citizens of Dublin, Ohio with a center for the creation, presentation, and celebration of the arts. Section 2. This Ordinance is declared to be an emergency measure for the immediate use of the Dublin Arts Council's non-profit activities and free programs and services provided for the benefit of the citizens of Dublin, Ohio, and for the further reason of executing the Lease Agreement. Therefore, this Ordinance shall take effect and be in force immediately upon its passage. Passe is day of , 2000. yor -Presiding Officer ATTEST: Clerk of Council • ! ltPteby certify that copies of this Ordnance/l±~so~ufion wu2re poste:! in the tal~? of Dublin in accordance with Settion 731.25 of the ~'iQ Revised Code. ~Ie of Council, Dublin, Ohio - _ ~.Y......~aew - eaww.rvrrrrarwa} ~~~al/ SCHOTTENSTEIN, ZOX ~ DUNN A Legal Professional Association ONE CLEVELAND CENTER THE HUNTINGTON CENTER BLANK ONE TOWERS 1375 EASY NnatN STREET, SuttE 950 41 SOUTH HIGH STREET ~ COLUMBUS, OHIO 43215-6106 8044 MONTGOMERY ROAD, SvrrE 700 CLEVELAND, OBIO 44114 TELEPHONE 614/462-2700 ~ FAX 614/462-5135 CQrcu~NAtl, Oleo 45236-2926 TELEPBONE 216/621-6501 WEBSITE: WWW.SZD.COM TELEPHONE 513/792-2730 GREGORY S. BAKER 614/462-2344 E-MAE.: GBAKEft(t~SZD.COM July 19, 2000 VIA HAND DELIVER v Ms. Marsha Grigsby City of Dublin 5200 Emerald Parkway i Dublin, Ohio 43235 RE: Lease Agreement between City of Dublin and Dublin Arts Council for 7125 Riverside Drive, Dublin, Ohio (the "Lease") Dear Marsha: Please find enclosed four (4) partially executed copies of the above-captioned Lease, together with a copy of a resolution authorizing the Dublin Arts Council to execute same. As we discussed, the enclosed documents should be executed after the passage of legislation authorizing the City to enter into the Lease (i.e., July 25, 2000). After the enclosed Leases are executed, please return three (3) fully executed originals to me at the above address and I will arrange for the delivery of same to Dublin Arts Council. As always, should you have any questions, please contact me. Thank you very much. Very truly yours, Gregory S. Baker RECEIVED Enclosures JUL 1 g 2000 cc: Stephen J. Smith, Esq. DEPT. OF FINANCE JUL 18 2000 ~`=28 FR HUTCHISON IK~ENAN .614 777 2171 TO 94625135 P.02/03 GUBLIN ARTS COUNCIL BEARD OF rt'RUSTif5 JULY 18, 2U00 - A R~sol.~riol~ ~1 ~~~--~~1 ~'~eerh,~introduced and movedthe adoption offihefollowing Resolution: WHEREAS, to more adequately provide cultural services to arapidly growing community it is necessary to secure additional space, and, WHEREAS, Dublin Arts Council has outgrown the space available at the Old Dublin Firehouse, and, WHEREAS, the City of C~ublin purchased the former Gelpi residence, located at ~n2g Riverside Drive, with the intent that it would be leased to Dublin Arts Council for the purpose of a high quality Cultural center; NOW, THEREFORE, BE iT RESOLVED, BY 7'ME DUBLIN ARTS COUNCIL BOARQ OF DIRECTOR5 TWAT: SsttiIIn~. The lease agreement for ~2g Riverside Drive between the City of Dubiin artd Dubiin Arts Council is hereby ratified and accepted. .2. A copy ofthe lease agreement shall be filed with the official minutes of this meeting. SsctiQn.3. It iS found and determined that all format actions ofthis Board concerning and relating to the adoption of this resolution were adopted in an open meeting of the Board, and that all deliberations of the Board and any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with ail legal requirements including Section i~~.zz of the Ohio Revised Code. S~ttion.4. This Resolution shall take effect and be in force at the earliest time permitted bylaw. 1~r~Y_C ~~lo ~;~s~.~'Ki.r seconded the Resolution and the roN was called on the question of its adoption. The-vote was as follows: ~tichard Aschenbrand at~o.,~ Robin Campbell c~~~- Marda Bennett ~ _ _ .Bill Chambers t3onnie Brown Jahn Dillard i _ ~ 171M RIPIII 4 ~ JUL 18 2000 22 ~ 28 FR HUTCH I SON KEENAN 614 777 2171 TO 94625135 Y liz Doyley Mike Keenan Betsy ~reytag Thomas MtGloshen Amy Gosiorowski Janice Nelson _ Steve Hupp ~ Marian Vance Etsuko Ichijo v~ ~ The motion was adopted. I~ ike Keenan, President Dublin Arts Council Board of Directors c"FRTf~I~ATE Marcia Bennett, Secretary ofthe Dublin Arts Council Board of Directors, he certifythe foregoir>gto be a true and exact Copy of excerpts from the meeti~ the Board on duly ~8, ~ooo. ~ ~fi~ Marcia Bennett, ecretary Dublin Arts ~oun~il Board of Directors r.~ti.. JUL 18 2000 22 28 FR HUTCHISON KEENAN 614 777 2171 TO 94625135 P.03i03 Liz Doyie t~rw Mike Keenan Betsy Freytag Thomas MtGloshen Amy Gosiorowski Janice Nelson i~ _ Steve Hupp ~ Marian Vance s Etsuko Ichijo . The motion was adopted. I~ ike Keenan, President Dublin Arts Council Board of Directors ceRYr~ito?~ I, Marcia Bennett, Secretary ofthe Dublin Arts Council Board of Directors, hereby certifythe foregoingto be a true and exalt Copy of excerpts from the meeting of the soard on July ~8, 3000. ~ Marcia Bennett, ecretary Dublin Arts Council Board Qf Directors LEASE AGREEMENT -This Lease ~ Agreement (the "Lease") is entered into and made as of the day of 2000 (the "Effective Date"), by and between the following two parties: (i) The Dublin Arts Council, an Ohio non-profit corporation described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and exempt from federal income tax under Section 501(a) of the Code ("Tenant") and (ii) The City of Dublin, an Ohio municipal corporation ("Landlord'. ARTICLE I -LEASE OF PREMISES Landlord, in consideration of the rents and covenants hereinafter set forth, leases to Tenant, and Tenant hereby leases from Landlord, on the terms and conditions hereinafter set forth, the improved real property located at 7125 Riverside Drive, Dublin, Ohio 43017 and consisting of that certain 5.955E acre tract of real property located in Dublin, Franklin County, Ohio (Parcel No.'s: 273-9097 & 273-9098) more particulazly described on Ezhibit A to this Lease (together with all rights, privileges and appurtenances thereto, the "Grounds' and that certain 5,528 squaze foot building located on the Grounds (together with all alterations, Tenant Improvements and Landlord Improvements, the "Building"), for the Term hereinafter specified. The Grounds and the Building are collectively referred to herein as the "Premises". ARTICLE II -LANDLORD AND TENANT IMPROVEMENTS 2 O1 -Identification of Landlord and Tenant Improvements. Within two hundred forty (240) days following the Effective Date (the "Contingency Period"), Landlord and Tenant shall work in good faith to establish: (i) certain improvements to be made to the Premises by Landlord (upon approval by Landlord and Tenant, the "Landlord Improvements") and the timing for completion of the Landlord Improvements ("Landlord's Projected Completion Date"), and (ii) certain improvements to be made to the Premises by Tenant (upon approval by Landlord and Tenant, the "Tenant Improvements") and the timing for completion of the Tenant Improvements ("Tenant's Projected Completion Date"). If, within the Contingency Period, Landlord -and Tenant are unable to agree on the improvements to be constructed by each party and the timing for completion of same, then at any .time thereafter until such agreement may be reached, Landlord and Tenant shall each have the right to terminate this Lease upon notice of such election given to the other party. Promptly following the date upon which Landlord and Tenant agree on the improvements to be constructed. by each party and the timing for completion of same, Landlord and Tenant shall execute a letter of understanding acknowledging Landlord's Projected Completion Date and Tenant's Projected Completion Date. 2 02 -Landlord ImQrovements and Delivery Date. Promptly following the date that Landlord and Tenant shall have agreed on Landlord's Projected Completion Date and Tenant's Projected Completion Date, Landlord shall, at Landlord's expense, commence and diligently pursue to completion, construction of the Landlord Improvements in accordance with the plans and specifications therefor and all applicable governmental laws, codes, ordinances and regulations (collectively, "Laws"). Upon substantial completion of the Landlord Improvements, 1 Landlord shall notify Tenant that the Landlord Improvements aze substantially complete; the Building is ready for installation of the Tenant Improvements, and the Premises is in compliance with all Laws relating to Landlord's Improvements.. Possession of the Premises shall be deemed to be delivered to Tenant upon the delivery of such notice and keys to the Building (the "Delivery Date"). If Landlord fails to deliver the Premises to Tenant by Landlord's Projected Completion Date with Landlord's Improvements complete, then Tenant's Projected Completion Date shall be extended one (1) day for each day following Landlord's Projected Completion Date until the Premises aze delivered to Tenant with Landlord's Improvements complete. 2.03 -Tenant Improvements. Promptly following the Delivery Date, Tenant shall, at Tenant's expense, diligently pursue to completion, installation of the Tenant Improvements in accordance with the plans and specifications therefor approved in writing by Landlord, if any, and all applicable Laws relating to the possession or use of or construction upon the Premises. Tenant shall indemnify and save harmless Landlord from and against all mechanic's liens or claims by reason of repairs, alterations or improvements which may be made by Tenant to the Premises. ARTICLE III -TERM AND POSSESSION 3 O1 -Commencement Date; Term. The "Commencement Date" of this Lease shall be the eazlier of: (a) the date Tenant opens the Premises. to the public for the uses and purposes provided in this Lease, or (b) Tenant's Projected Completion Date (as such date may have been extended pursuant to Section 2.02 above). The Term of this Lease shall commence on the Commencement Date and shall expire at the end of the twenty-sixth Lease Yeaz thereafter (the "Expiration Date"), unless the Term is extended, modified or terminated as provided elsewhere in this Lease. For purposes of this Lease, a "Lease Year" shall be the period from January 1 to the immediately following December 31; provided, however, the first Lease Yeaz of this Lease shall be the period from the Commencement Date to the immediately following December 31. 3.02 -Renewal Term. Provided. Tenant has fully complied with all of the terms, provisions, and conditions on its part to be performed under this Lease and is not in default under this Lease, Tenant shall have the option to extend the Term of this Lease for one (1) additional period often (10) years, and upon the same covenants and agreements as aze herein set forth (the "Renewal Term"), except that the rent during the Renewal Term shall be determined by Landlord and Tenant in good faith, taking into account the following factors: (i) the size, age, quality and location of similar premises; (ii) improvements made to the Premises, and (iii) the projected annual bed tax funds to be received by Landlord (the foregoing factors not being exclusive). Tenant shall exercise its renewal option by giving written notice to Landlord at least six (6) months on or before the expiration of the original Term of this Lease. If on or before one (1) month prior to the expiration of the original Term of this Lease, Landlord and Tenant have not agreed upon the rent during the Renewal Term for the Premises, then, unless otherwise agreed in writing, Tenant's option to renew this Lease shall expire and Tenant's exercise of said option shall thereafter become null and void. 3.03 - Eazly Entrv. From and after the Effective Date, and without any obligation to pay rent hereunder until the Commencement Date, Tenant may, at its own risk, upon Landlord's prior approval, enter the Premises for the purpose of coordinating and performing the installation and 2 construction of the Tenant Improvements; provided Tenant shall not unreasonably interfere, in Landlord's sole judgment, with the construction of the Landlord Improvements. In the event that Tenant enters the Premises prior to the Delivery -Date, Tenant shall maintain all insurance required to be carried by Tenant pursuant to Article X below, and shall indemnify Landlord from and against any and all loss, damage or liability arising out of Tenant's entry and/or activities conducted therein. From and after the Commencement Date and during the Term, Tenant shall be entitled to exclusive possession of the Premises; provided, however, Tenant acknowledges and agrees that Landlord shall have the right to use and occupy the Premises from time to time ~ with Tenant's prior consent, which consent shall not be unreasonably withheld conditioned or delayed. From the Effective Date until the Commencement Date of the lease Term, Tenant shall observe and perform all of its obligations under this Lease (except its obligation to operate and pay Base Rent and all other charges due and owing to Landlord under this Lease). 3.04 -Surrender of the Premises. Upon the expiration or earlier termination of this Lease, Tenant shall surrender the Premises to Landlord, together with all permitted alterations and Tenant Improvements, in broom-clean condition and in good order, condition and repair, except for ordinary wear and tear and damage which Tenant is expressly by the terms hereof not obligated to repair. ARTICLE IV -BASE RENT AND TAXES 4.01 -Base Rent. As of the Commencement Date, Tenant shall pay to Landlord as rent for the Premises the annual sum specified on EgLibit B hereof ("Base Rent"), payable in such manner and at such times as Landlord may reasonably determine from time to time (including the right to deduct Base Rent from Tenant's Endowment as hereafter defined). Base Rent shall be appropriately prorated for the first Lease Year.. In the event that Landlord elects to have Tenant directly pay Base Rent to Landlord, and (b) any rental payment is not received on or before the fifth calendar day after it is due, Landlord may impose a late charge of five percent (5%) of the amount of the overdue rental payment, which sum shall be due within five (5) days of Landlord's written demand therefor. All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to this Lease shall be deemed additional rent, and in the event of nonpayment, Landlord shall have all the rights and remedies herein provided for in case of nonpayment of rent. 4.02 -Taxes. Landlord shall be responsible for and shall pay the appropriate taxing authority all real property taxes and assessments imposed or levied in whole or in part upon the Premises by any governmental authority or agency, if any. 3 ARTICLE V -BED TAX 5.01 -Tenant's Endowment. For and in consideration of Tenant's non-profit activities and free programs and services provided for the benefit of the citizens of Dublin, Ohio, Landlord shall, subject to the availability of funds and approval of the then existing Dublin City Council and all necessary municipal authorities, pay to Tenant each Lease Yeaz an amount equal to twenty-five percent (25%) of the currently Projected Bed Tax for the City of Dublin, Ohio (as set forth in Exhibit C to this Lease) ("Tenant's Endowment"). Tenant's Endowment shall be w¦• appropriately prorated for the first Lease Yeaz. In the event that the actual bed tax received by Landlord is greater than the currently Projected Bed Tax set forth on Exhibit C, the amount of Tenant's Endowment shall nonetheless be twenty-five percent (25%) of the currently Projected Bed Tax set forth in Exhibit C. 5.02 - Termination/Reduction of Tenant's Endowment. Tenant acknowledges that Landlord's ability to pay Tenant's Endowment is subject to the approval by the future Dublin City Council and Landlord cannot be contractually obligated to pay Tenant's Endowment for the Term of this Lease. Therefore, Tenant acknowledges that Tenant's Endowment may be terminated or reduced during the Term of this Lease. If (a) Tenant's Endowment terminates, or (b) Tenant's Endowment is reduced during any given Lease Year such that it is less than eighty percent (80%) of the currently Projected Bed Tax for such Lease Yeaz, then Tenant may, within thirty (30) days' notice of any such termination or reduction, elect to terminate this Lease by written notice to Landlord, in which case this Lease and Landlord's and Tenant's rights and obligations hereunder shall terminate, effective thirty (30) days following (a) if Tenant's Endowment is terminated, the date upon which Landlord makes the final monthly deduction of rent due hereunder from the final monthly payment of Tenant's Endowment (or the date Tenant receives the last monthly disbursement of Tenant's Endowment, if applicable), or (b) if Tenant's Endowment is reduced as set forth above, the date upon which Landlord makes the last monthly deduction of rent due hereunder from Tenant's Endowment prior to such reduction (or the date Tenant receives the last full monthly disbursement of Tenant's Endowment, if applicable). If Tenant fails to provide notice of Tenant's election to terminate this Lease during such thirty (30) day period, then Tenant's right to terminate this Lease on account of such termination or reduction shall automatically expire. ARTICLE VI -TAX-EXEMPT STATUS; USE OF PREMISES 6 O1 -Tax-Exempt Status of Tenant. Tenant acknowledges that the Premises were financed (and may be refinanced) by the Landlord's issuance of debt obligations the interest on which is excludible from gross income -for federal income tax purposes under Section 103(x) of the Code (the "Bonds"). In light of the above, Tenant hereby represents and warrants that (i) it is an organization described in Section 501(c)(3) of the Code and is exempt from .federal income tax under Section 501(x) of the Code except for unrelated business income subject to taxation; (ii) it has received one or more letters from the Internal Revenue Service to that effect; (iii) such letters have not been adversely modified, limited or revoked; (iv) it is in compliance with all material terms, conditions and limitations, if any, contained in such letters; (v) the facts and circumstances which form the basis of such letters continue substantially to exist as represented to the Internal Revenue Service; and (vi) it is not aware of any facts or circumstances that could cause a revocation of such letters. Tenant hereby covenants and agrees that it will not take any 4 action or omit to take any action or cause or permit any circumstance within its control to arise or continue if such action or circumstance or omission would cause any revocation or adverse modification of such federal income tax status, unless it obtains an opinion of Bond Counsel, addressed to the Landlord, that such revocation or modification will not adversely affect the exclusion from gross income under Section 103(a) of the Code of interest paid on the Bonds or cause the interest on the Bonds, or any portion thereof, to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Code. For purposes of this Lease, the term "Bond Counsel" means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds selected by the Landlord. 6 02 Tax-Exempt Status of Interest on the Bonds. The Tenant further represents, covenants and agrees that: (A) No portion of the Premises have been or will be used to provide any airplane, skybox or other private luxury box, health club facility, any facility primarily used for gambling or any store the principal business of which is the sale of alcoholic beverages for consumption off premises. (B) The Tenant will not permit the use of any portion of the Premises for any Private Business Use by any Private Person. For purposes of this Lease, the term "Private Business Use" means use (directly or indirectly) in a trade or business carried on by any Private Person other than use as a member of, and on the same basis as, the general public. Any activity carried on by a Private Person (other than a natural person) shall be treated as a trade or business. Private Business Use excludes use by an organization described in Code Section 501(c)(3) that is not an unrelated trade or business activity by such 501(c)(3) organization within the meaning of Section 513(a) of the Code. In addition, for purposes of this Lease, "Private Person" means any natural person or any artificial person, including a corporation, partnership, trust or other entity, that is not a state, territory or possession of the United States, the r^- District of Columbia, or any political subdivision thereof referred to as a "State or ~ local governmental unit" in Treasury Regulations § 1.103-1(a) (a "Governmental Unit") and that is not acting solely and directly as an officer or employee of or on behalf of the Landlord or another Governmental Unit. The term "Private Person" includes the United States and any agency or instrumentality of the United States. (C) The Tenant will not take. any action or omit to take any action, which action or omission will adversely affect the exclusion from gross income of the interest on the Bonds for federal income tax purposes or cause the interest on the Bonds, or any portion thereof, to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Code, and in the event of such action or omission, it will, promptly upon having such brought to its attention, take such reasonable actions based upon an opinion of Bond Counsel, and in all cases at the sole expense of the Tenant, as may rescind or otherwise negate such action or omission. 5 (D) The Tenant will (i) conduct its operations in a manner that will result in its continued qualification as an organization described in Code Section 501(c)(3), and (ii) timely file or cause to be filed all material, returns, reports and other documents which are required to be filed with the Internal Revenue Service. (E) No portion of the Premises have been or will be used directly or indirectly to provide residential rental property for family units within the meaning of Section 145(d) of the Code. (F) No changes will be made in the Premises or in the use of the Premises that will adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Bonds or will cause the interest on the Bonds, or any portion thereof, to constitute an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Code. (G) The Tenant may depart from its covenants in this Section 6.02 only if and to the extent that an opinion of Bond Counsel is delivered to the Landlord that (i) is based -on Section 145 of the Code, (ii) states the extent to which the Tenant may depart from such covenants, and (iii) states that such departure from such covenants will not adversely affect the exclusion .from gross income for federal income tax purposes of the interest on the Bonds or cause the interest on the Bonds, or any portion thereof, to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Code. 6 03 - Qualified Service Contracts. (A) General.. For purposes of this Lease, the use by a Private Person of the Premises pursuant to a Qualified Service Contract (as hereafter defined) shall not be treated as a Private Business Use by such Private Person of such Premises. (B) C~nalified Service Contracts. An arrangement under which services aze to be provided by a Private Person ("Service Provider's involving the use of all or any portion of, or any function of, the Premises ("Service Contract's is a "Qualified Service Contract" if all of the following. conditions are satisfied: (1) the compensation for services provided pursuant to the Service Contract is reasonable; (2) none of the compensation for services provided pursuant to the Service Contract is based on net profits from operation of the Premises or any portion thereof; (3) the compensation provided in the Service Contract satisfies one of the following subparagraphs: 6 (a) At least 95% of the compensation for each annual period during the term of the Service Contract is based on a periodic fixed fee and the term of the Service Contract, including all renewal options, does not exceed the lesser of 80% of the reasonably expected useful life of the Premises and 15 years. For purposes of this subparagraph (3), (i) a "periodic fixed fee" means a stated dollar amount for services rendered for a specified period of time that does not increase except- for automatic increases pursuant to a specified, objective external standard that is not linked to the output or efficiency of the Premises (e.g., the Consumer Price Index), and (ii) a "renewal option" means a provision under which either party to the Service Contract has a legally enforceable right to renew the Service Contract but does not include a provision under which a contract is automatically renewed for 1-year periods absent cancellation by either party, even if it is expected to be renewed; or (b) At least 80% of the compensation for each annual period during the term of the Service Contract is based on a periodic fixed fee and the term of the Service Contract, including all renewal options, does not exceed the lesser of 80% of the reasonably expected useful life of the Premises and 10 years; or (c) At least 50% of the compensation for each annual period during the term of the Service Contract is based on a periodic fixed fee, the term of the Service Contract, including all renewal options, does not exceed 5 years, and the Service Contract is terminable by the Tenant on reasonable notice, without penalty or cause, at the end of the third year of the Service Contract term; or (d) All of the compensation for services is based on a capitation fee or a combination of a .capitation fee and a periodic fixed fee, the term of the Service Contract, including all renewal options, does not exceed S years, and the Service Contract is terminable by the Tenant on reasonable notice, without penalty or cause, at the end of the third year of the Service Contract teen. A "capitation fee" means a fixed periodic amount for each person for whom the Service Provider assumes the responsibility to provide all needed services for a specified period so long as the quantity and type of service actually provided to covered persons varies substantially; or (e) All of the compensation for services is based on a per-unit fee or a combination of a per-unit fee and a periodic fixed fee, the term of the Service Contract, including all renewal options, does not exceed 3 years and the Service Contract is terminable by the Tenant on reasonable notice, without penalty or cause at the end of the second year of the Service Contract term. A "per-unit fee" means a fee 7 based on a unit of service provided (e.g., a stated dollar amount for each specified procedure); or (fj All of the compensation for services is based on a percentage of fees charged or a combination of a per-unit fee and a percentage of revenue or expense fee, the term of the Service Contract, including all renewal options, does not exceed 2 years and the Service Contract is terminable by the Tenant on reasonable notice, without penalty or ~ cause at the. end of the first year of the Service Contract term. This ~ subparagraph (f) .applies only to m Service Contracts under which the Service Provider primarily provides services to third parties, or {I~ Service Contracts involving the Premises during an initial start- up period for which there has been insufficient operations to establish a reasonable estimate of the amount of the annual gross revenues (or gross expenses in the case of a Service Contract based on a percentage of gross expenses) (e.g., a Service Contract for general management services for the first yeaz of operations), in which case, the compensation for services may be based on a percentage of gross revenues, adjusted gross revenues (i.e., gross revenues less allowances for bad debts and contractual and similaz allowances) or expenses of the Premises, but not more than one. For purposes of this Section 6.02(B)(3), a Service Contract is considered to contain termination penalties if the termination ;limits the Tenant's right to compete with the Service Provider, requires the Tenant to purchase equipment, goods, or services from the Service Provider, or requires the Tenant to pay liquidated damages for cancellation of the Service Contract. Another contract between the Service Provider and the Tenant (for example, a loan or guarantee by the Service Provider) is considered to create a contract temunation penalty if that contract contains terms that aze not customary or arm's-length that could operate to prevent the Tenant from terminating the Service Contract. A requirement that the Tenant reimburse the Service Provider for ~ ordinary and necessazy expenses, or restrictions on the hiring by the Tenant of key personnel of the Service Provider are not treated as contract termination penalties; (4) The Service Provider has no role or relationship with the Tenant, directly or indirectly, that, in effect, substantially limits the Tenant's ability to exercise its rights under the Service Contract, including cancellation rights; (5) The Service Provider and its directors, officers, shareholders and employees possess in the aggregate, directly or indirectly, no more than 20 percent of the voting power of the governing body of the Tenant; No individual who is a member of the governing body of the Service Provider and the Tenant is the chief executive officer of the Tenant or the Service Provider or :the chairperson of the governing body of the Tenant or the Service Provider; and 8 (7) The Tenant. and the Service Provider are not "related parties" within the meaning of Treasury Regulations §1.150-1(b). (C) Exceptions. The Tenant may treat a Service Contract that does not comply with one or more of the criteria of Section 6.03(B) hereof as not resulting in Private Business Use of Premises if it delivers to the Landlord,. at its expense, an opinion of Bond Counsel to the effect that to do so would not adversely affect the exclusion from gross income of the interest on the Bonds or cause the interest on the Bonds, or any portion thereof, to become an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations under the Code. 6.04 -Specific Use. The Premises shall be occupied and used for the creation, presentation, celebration and support of the arts including, but not limited to, the operation and conducting of art, poetry and music classes and lectures, art shows, poetry readings, performance art, chamber concerts,' various art programming events, charitable fundraising events, receptions and conferences, a community garden, joint programming with other community organizations, gallery space, studio space, outdoor concerts and receptions, operation of a gift shop, and various art workshops and for no other purpose without the prior written consent of Landlord; provided that all uses of the Premises shall be in furtherance of the Tenant's Code Section 501(c)(3) purposes and shall not constitute unrelated trades or businesses within the meaning of Code Section 513. 6 OS -Certain Other Covenants Reaardina Use. Tenant shall use and occupy the Premises and conduct its business thereon in accordance with all applicable Laws. Tenant shall at Tenant's sole cost and expense procure and maintain all licenses and permits required for the operation of Tenant's business and allow Landlord to inspect the same upon Landlord's request. In the event Tenant fails to continuously operate from the Premises for thirty (30) or more consecutive days in accordance with this Article VI, then Landlord shall have the right and option, in addition to all other remedies set forth in this Lease, to elect to terminate this Lease at any time before Tenant commences to operate. 6 06 =Access to and Inspection of the Premises. Landlord, its employees and agents, shall have the right to enter upon the Premises at all reasonable times for the purpose of examining or inspecting the same, and for making such repairs, alterations or improvements to the Premises as Landlord may deem necessary or desirable provided such entry shall not unreasonably interfere with Tenant's full use and enjoyment of the Premises. 6.07 Indemnity. Tenant .shall indemnify Landlord against all liability or penalties directly or indirectly resulting from the Tenant's violation of the representations, warranties and covenants contained in this Article VI. This indemnity shall survive the termination of this Lease. ARTICLE VII -UTILITIES: SERVICES 7 O1 -Services Provided by Landlord. From and after the Delivery Date, Landlord, at Landlord's expense, covenants and agrees to: (i) furnish and maintain all utility lines to the 9 Premises for normal use thereof (but Tenant shall pay for its use of such utilities as provided in § 7.02), (ii) conduct refuse collection, and (iii) maintain the Grounds, including mowing, snow removal and landscaping. 7 02 -Utilities: Janitorial Service. Tenant shall contract and pay for: (i) all utility services which it uses and consumes in connection with its use and occupancy of the Premises and (ii) janitorial and cleaning services for the Building. 7 03 - Interruption of Utility Services. Landlord shall not be liable to Tenant if any utilities shall become unavailable or for any interruption in any utility service caused by the • making of any necessary repairs or improvements or by any cause beyond Landlord's reasonable control, and the same shall not constitute a termination of this Lease or constructive eviction of Tenant. Provided, however, should any such interruption in service(s) to the Premises continue for a period of ten (10) days or more, Base Rent and all other chazges hereunder shall abate until such services aze restored. Landlord shall not be liable directly or indirectly for any damage or inconvenience caused by the installation, use or interruption of use of electricity, elevator service, air conditioning, heating or plumbing service occasioned by fire, accident, strikes, labor troubles, necessary maintenance, alterations, repairs or other causes beyond Landlord's reasonable control, including but not limited to, curtailments, shortages and emergencies regazding utility services, nor caused by Tenant, or Tenant's employees, invitees, or those acting under Tenant. ARTICLE VIII -MAINTENANCE AND ALTERATIONS 8 O1 - ReQair and Maintenance of Premises. Subject to §8.02, Landlord, at Landlord's expense, shall keep and maintain the Building (interior and exterior, structural and non- structural, and all mechanical systems) and Grounds (lawn, landscaping, parking and paved azeas) in good order, condition and repair. 8.02 -Tenant Maintenance. Prior to commencing any repairs hereunder, Tenant shall +r.. notify Landlord of the necessity of such repairs. Tenant shall be responsible for and shall pay for all Minor Repairs (as defined below) and Landlord shall have the option to perform all Minor Repairs. For purposes of this Lease, the phrase "Minor Repairs" shall mean non-structural repairs, maintenance and replacements to the interior and exterior of the Building, mechanical systems and Grounds up to Five Hundred Dollazs ($500.00) per occurrence. If Landlord elects to perform any Minor Repairs on Tenant's behalf; then Tenant shall reimburse Landlord for performing such repairs within thirty (30) days following Tenant's receipt of a written invoice therefor. If any maintenance or repairs, in Landlord's reasonable opinion, are likely to cost in excess of Five Hundred Dollazs ($500.00), then Landlord shall have the option of (a) performing such maintenance, repairs and replacements, in which event Landlord shall be solely responsible for the entire cost of same; provided the actual cost to complete said maintenance, repairs and replacements exceeds Five Hundred Dollars ($500.00); or (b) having Tenant's repair person perform such maintenance, repairs and replacements, in which event Landlord shall reimburse Tenant for the reasonable amount of said costs; provided the actual costs to complete said maintenance, repairs and replacements exceeds Five Hundred Dollars ($500.00). 10 Subject to Section 8.03 below, Tenant shall pay for all redecorating, painting, furnishing, and purchase of equipment necessary to facilitate Tenant's programming needs and use of the Premises and the cost to repair, maintain and replace the same. Tenant shall pay for any repairs to the Premises made necessary by any acts or omissions of Tenant, its employees, agents, patrons or invitees. 8 03 -Alterations and Improvements. Tenant shall not make any alterations or improvements to the Premises during the Term of this Lease without Landlord's prior written consent. All permitted alterations and improvements shall be made in a first class manner at Tenant's expense unless otherwise agreed by the parties; shall comply with all applicable Laws; shall be performed in a good and workmanlike manner; to the extent possible be similar in kind and quality to the then existing improvements; and shall not diminish the historical integrity of the Premises. In the event the Premises is or becomes recognized as a historical property, Tenant agrees that it shall be subject to any additional restrictions occasioned by such classification. Any alterations or improvements to the Premises, except movable equipment and trade fixtures, shall become a part of the realty and the' property of Landlord. In the event Landlord shall elect otherwise at the termination of this Lease, such alterations, additions or installations shall be removed at the termination of this Lease, and Tenant shall repair any damage caused by such removal, all at Tenant's sole cost and expense. Tenant shall not permit any mechanic's or materialmen's liens to attach to the Premises or this leasehold interest and Tenant shall indemnify Landlord therefrom. In the event a mechanic's lien is filed against the Premises, Tenant shall discharge or bond off same within ten (10) days from the filing thereof. If Tenant fails to discharge said lien, Landlord may bond off or pay same without inquiring into the validity or merits of such lien, and all sums so advanced shall be paid on demand by Tenant as additional rent. If any alterations, additions or installations aze made that require Landlord's consent without such consent or contrary to the time and manner designated by Landlord, Landlord may correct or remove them and Tenant shall be liable for any and all expenses incurred by Landlord in the performance of this work. 8 04 -Personal Property and Trade Fixtures. Tenant shall beaz the sole risk of loss 'or damage to any personal property or trade. fixtures located at or installed by Tenant in the Premises. Any trade fixtures installed _ in the Building by Tenant may be removed on the Expiration Date or eazlier termination of this Lease, provided that Tenant repairs, at its own expense, any and all damage to the Premises resulting from such installation or removal. ARTICLE IX -CASUALTY AND CONDEMNATION 9 O1 -Substantial Destruction of the Building. If the Building should be substantially damaged or destroyed (meaning destruction or material damage to the Building which prevents Tenant from using the Premises for the conduct of its business and which is reasonably estimated to take in excess of one hundred fifty (150) days to repair) by fire or other casualty, then either party may, at their respective option, terminate this Lease by giving written notice thereof to the other within thirty (30) days after the date of such casualty. In such event, Base Rent shall be apportioned to and shall cease as of the date of such casualty and Tenant shall be given a 11 reasonable period of time, not to exceed thirty (30) days, in which to remove its trade fixtures and personal property, whereupon'both parties shall be. released from all further obligations and liability hereunder. If the casualty does not result in substantial damage to the Building (as defined above) or, if the Building is substantially damaged or destroyed but neither Landlord nor Tenant exercise their respective option to terminate this Lease, then Landlord, at its expense, shall cause the Building to be reconstructed and restored to substantially the same condition as existed prior to the casualty. During such period of repair, the Base Rent shall abate (i) entirely in case all of the Building is untenantable; and (ii) proportionately if only a portion of the Building is untenantable and Tenant is able to conduct its business from the undamaged portion of the Building. The abatement of Base Rent shall be based upon a fraction, the numerator of which shall be the square footage of the damaged and unusable area of the Building and the denominator shall be the total square footage of the Building. Said abatement shall cease at such time as the Building shall be restored to a tenantable condition. If Landlord .elects to repair and restore the Premises, Tenant shall repair or replace its fixtures, furniture, furnishings and equipment and other improvements including floor coverings, and if Tenant has closed, Tenant shall promptly reopen. 9 02 -Total and Partial Taking. If the whole or any part of the Building shall be taken for public or quasi-public use by a governmental or other authority (other than Landlord) having the power of eminent domain or shall be conveyed to such authority in lieu of such taking, and if such taking or conveyance shall cause the remaining part of the Building to be untenantable and inadequate for use by Tenant for the purpose for which it was leased, as reasonably determined by Tenant, then Landlord or Tenant may, at their respective option, terminate this Lease as of the date Tenant is required to surrender possession of the Premises. In such event, Base Rent shall be apportioned to and shall cease as of the date Tenant is required to surrender possession of the Building, and both parties shall be released from all further obligations and liability hereunder. If a part of the Building shall be taken or conveyed but the remaining part is tenantable and adequate for Tenant's use, as reasonably determined by Tenant, then this Lease shall be terminated as to the part taken or conveyed as of the date Tenant surrenders possession and Landlord shall make such repairs, alterations and. improvements as may be necessary to render the part not taken or conveyed tenantable. Tenant shall not have the right to terminate this Lease in the event any part of the Grounds shall be taken for plzblic or quasi-public use by a governmental or other authority (including Landlord) having the powe"r of eminent domain or shall be conveyed to such authority in lieu of such taking. 9.03 -Condemnation Proceeds. All compensation awarded for any taking or conveyance in lieu of such taking shall be the property of Landlord without any deduction therefrom for any present or future estate of Tenant. However, Tenant shall have the right to receive from such authority such compensation as may be awarded to Tenant on account of moving and relocation expenses. ARTICLE X -INSURANCE 10 O1 -Landlord's Property Insurance. Landlord shall obtain, carry and keep in force a real property insurance policy which shall insure the Premises, against loss or damage by fire or 12 _ _ _ gar other peril, including all the hazards, perils and risks against which insurance is afforded by an "all risks" insurance :policy. The policy shall be issued by an insurance carrier authorized to transact business in Ohio, and in such amount as Landlord considers to be the full replacement value necessary to restore the Premises as provided in Section 9.01. Landlord shall be under no obligation to maintain. insurance on any future improvements installed by or for the benefit of Tenant in accordance with Article VIII above, Tenant's Property (as defined below), and any art located within the Premises. Landlord may elect. to self-insure its obligations hereunder and/or use whatever deductibles as Landlord deems appropriate, in its sole discretion. . 10 02 -Landlord's Liability Insurance: Landlord shall obtain, carry and keep in force a policy of comprehensive or general liability. and property damage insurance in the amount of $2,000,000 which shall insure Landlord against any liability or claim for personal injury, wrongful death or property damage for which it is responsible under this Lease or by Law. Said policy shall include contractual liability insurance recognizing the liability assumed in Section 10.05 below. 10.03 -Tenant's Insurance. Tenant shall, at its expense, obtain, carry and keep in force a policy of comprehensive or commercial general liability and property damage insurance and fire and extended coverage insurance which shall be issued by an insurance carrier authorized to transact business in Ohio. Said policy shall include contractual liability insurance recognizing the liability assumed in Section 10.05 below, and shall insure both Tenant and Landlord, as their interests may appear, against any liability or claim for personal injury, wrongful death or property damage for which Tenant is responsible under this Lease or by Law, and which shall have coverages in the following minimum amounts, respectively: Worker's Compensation. Minimum statutory amount. Commercial general liability insurance, Not less than $2,000,000 combined including blanket contractual liability, personal single limit for both personal injury injury, completed operations, commercial liquor and property damage. liability, products liability and fire damage inclusive of fire legal liability. Property insurance insuring Tenant's Property Replacement cost or such other against loss or damage by fire or other peril, amount as may be approved by including all the hazards, perils and risks against Landlord. which insurance is afforded by an "all risks" insurance policy, and including vandalism and malicious mischief, sprinkler leakage and any alterations or improvements which Tenant may construct pursuant to Section 8.03. Employer's Liability. Not less than $500,000. 13 . _ _ .Liquor Liability. Not less than $1,000,000. Fine Arts. Not less than the value of the exhibits within the Premises from time to time. As used herein, the term "Tenant's Property" means any property owned, leased or used by Tenant and located within the Premises or any other part of the Building, including any furniture, trade fixtures, equipment, supplies, goods or other items of personal property. Tenant shall only be required to obtain liquor liability insurance coverage if Tenant's Commercial general liability insurance does not include host liquor liability coverage. In such event, Landlord agrees to reimburse Tenant for one-half of the annual premium for commercial liquor liability coverage. Tenant shall require any user of the Premises that intends to serve alcohol to provide Tenant with written evidence of commercial liquor liability coverage and shall provide Landlord with a copy thereof upon Landlord's request therefor. Each such insurance policy shall name Landlord as an additional insured and shall provide that it may not be amended or canceled upon less than thirty (30) days' prior written notice to Landlord and such certificate shall also contain a clause which states that insurance afforded is primary over any and all collectable insurance. Tenant shall furnish to Landlord a certificate of insurance evidencing such coverages. If Tenant should fail to obtain, carry, or keep in force such insurance or to furnish to Landlord any such certificate of insurance, then Landlord may remedy such default by obtaining such insurance for the account of Tenant and by being reimbursed therefor as provided in Section 13.2. With respect to any alterations or improvements by Tenant, Tenant shall maintain contingent liability and builder's risk coverage naming Landlord as an additional named insured. If Tenant hires contractors to do any improvements on the Premises, each contractor must provide to Landlord proof of worker's compensation coverage on its employees and agents and commercial general liability. insurance at least equal to that required to be carried by Tenant hereunder. 10 04 -Waiver of Subrogation. Each party hereby waives claims arising in any manner in its favor and against the other party for loss or damage to the injured party's property located at or within or constituting a part or all of the Premises. This waiver applies to the extent the loss or damage is covered by the injured party's insurance or the insurance the injured parry is required to carry under this Article X, whichever is greater. This waiver also .applies to each party's directors, officers, employees, shareholders, members, partners and agents.. This waiver does not apply to claims caused by a parry's willful misconduct. Since this mutual waiver will preclude the assignment of any such claim.by subrogation or otherwise to an insurance company, each parry shall give to its insurance carrier written notice of the waiver of subrogation contained in this Section 10.04, and shall have its insurance.. policy properly endorsed, if necessary, to prevent the invalidation of such policy by reason of such waiver of subrogation. For purposes of the foregoing waiver, the amount of any deductible applicable to any loss or damage shall be deemed covered by,_ and recoverable by the insured under, the insurance policy to which such deductible relates. 14 10.05 Indemnity. Tenant shall indemnify, defend, protect and hold Landlord harmless against any damage, liability, loss or expense, including reasonable attorneys' fees, resulting from the injury to or death of any person or the loss or damage to any merchandise or property arising out of (a) Tenant's breach of this Lease or. (b) the negligence or willful misconduct of Tenant or Tenant's authorized agents, employees or contractors, except to the extent such damage, liability, loss or expense is caused or contributed to by any negligence of Landlord or its authorized agents, employees or contractors. Landlord shall indemnify, defend, protect and hold Tenant harmless against any damage, liability, loss or expense, including reasonable attorneys' fees, resulting from the injury to or death of any person or the loss or damage to any merchandise or property arising out of (a) Landlord's breach of this Lease or (b) the negligence or willful misconduct of Landlord or Landlord's authorized agents, employees or contractors, except to the extent such damage, liability, loss or expense is caused or contributed to by the negligence of Tenant or its authorized agents, employees or contractors. The provisions of this Section as to property damage shall be subject to the provisions of Section 10.04 regarding waivers of subrogation. ARTICLE XI -ASSIGNMENT AND SUBLETTING Tenant will not assign or encumber this Lease, or sublet, or suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Landlord, which consent may be granted or withheld in Landlord's sole. discretion. If, with such consent, this Lease is assigned or sublet, or any part of the Premises be used by others, Landlord may, in event of default of Tenant, collect rent from the assignee, subtenant or user, and apply the net amount received to the rent herein reserved, but no such assignment, subletting, use or collection shall be deemed a waiver of this covenant or a release of Tenant from its obligations under this Lease. The consent by Landlord to an assignment, encumbrance, subletting or other use will not be construed to relieve Tenant from obtaining the prior written consent of Landlord to any further assignment, encumbrance, subletting or other user, nor shall the same relieve Tenant from liability hereunder. In the event that Tenant's Endowment is terminated, Tenant may not assign or encumber this Lease, or sublet, or suffer or permit the Premises or any part thereof to be used by others. '~'`r ARTICLE 7~III -DEFAULTS AND REMEDIES 12.01 -Defaults by Tenant. The occurrence of any one or more of the following events shall be a default and breach of this Lease by Tenant: (i) Tenant shall fail to pay any installment of Base Rent within ten (10) days following written notice from Landlord specifying such failure provided that after Landlord has given two (2) such notices in any twelve (12) month period, it shall not be required to give further notice to Tenant, and any subsequent failure to pay Base Rent within ten (10) days after the due date may immediately be deemed a default by Tenant, (ii) Tenant shall fail to perform or observe any other term, condition, covenant or obligation required to be performed or observed by it under this Lease for a period of thirty (30) calendaz days after notice thereof from Landlord specifying such failure; provided, however, that if the term, condition, covenant or obligation to be performed by Tenant is of such nature that the same cannot reasonably be performed within such thirty (30) day period, such default shall be deemed to have been cured if Tenant commences such performance within said thirty (30) day period and thereafter diligently undertakes to complete the same and does complete the same, or (iii) Tenant 15 shall vacate or abandon, or fail to occupy for a~ period of thirty (30) calendar days or more, the Premises or any substantial portion thereof. 12.02 -Landlord's Remedies. Upon the occurrence of any event of default set forth in §12.01, Landlord shall have the right to terminate this Lease as of the date of such default, in which event: (i) neither Tenant nor any Person claiming under or through Tenant shall thereafter be entitled to possession of the Premises, and Tenant shall immediately thereafter surrender the Premises to Landlord; (ii) Landlord may re-enter the Premises and dispossess Tenant or any other occupants of the Premises by summary proceedings, ejectment or otherwise, and may remove their effects; and (iii) Landlord may cease paying Tenant's Endowment to Tenant, effective as of the date of such default. The rights and remedies of Landlord set forth herein shall be in addition to any other right _ and remedy now or hereinafter provided by law and all such rights and remedies shall be cumulative. 12.03 -Defaults by Landlord. Landlord shall be in default and breach of this Lease if Landlord shall fail to perform or observe any term, condition, covenant or obligation required to be performed or observed by it under this Lease for a period of thirty (30) calendaz days after notice thereof from Tenant; provided, however, that if the term, condition, covenant or obligation to be performed by Landlord is of such nature that the same cannot reasonably be performed within such thirty (30) day period, such default shall be deemed to have been cured if Landlord commences such performance within said thirty (30) day period and thereafter diligently undertakes to complete and does complete the same. 12.04 -Tenant's Remedies. Upon the occurrence of an event of default set forth in § 12.03, Tenant may, without waiving or releasing Landlord from any obligation or liability hereunder, make such payment or perform such obligation and deduct said payment or :the expense of fulfilling any such obligation from subsequent rental payments due hereunder or make demand upon Landlord for reimbursement of said sum. 12.05 -Non-Waiver of Defaults. The failure or delay by Landlord or Tenant to enforce or exercise at any time any of the rights of remedies or other provisions of this Lease shall not be construed to be a waiver thereof, nor affect the validity of any part of this Lease or the right of Landlord or Tenant, as the case may be, thereafter to enforce each and every such right or remedy or other provision. No waiver of any default and breach of this Lease shall be held to be a waiver of any other default and breach. ARTICLE XIII -OPTION TO PURCHASE 13.01. Landlord grants to Tenant the option to purchase the Premises on the last day of: (a) the sixth (6th) Lease Yeaz of the Term of this Lease; (b) the eleventh (1 lth) Lease Yeaz of the Term of this Lease, (c) the sixteenth (16th) Lease Year of the Term of this Lease, (d) the twenty- first (21St) Lease Year of the Term of this Lease, and (e) the twenty-sixth (26th) Lease Yeaz of the Term of this Lease (each such date, an "Option Date"). Tenant's option to purchase the Premises shall be subject to the following terms and conditions: 16 _.m.. _ _ e~ _ _ 13.02. Tenant shall exercise this option to purchase, if at all, by giving to Landlord (a) written notice of its intention to exercise the option to purchase, and (b) at Tenant's sole expense, an opinion of Bond Counsel addressed to the Landlord to the effect that such purchase by Tenant would not adversely affect (i) the exclusion from gross income for federal income tax purposes of the interest payable on the Bonds under Section 103(a) of the Code, or its successor provision, and (ii) qualification of the interest payable on the Bonds as not being an item of tax preference under the Code for purposes of the alternative minimum tax imposed on individuals and corporations, no later than one hundred eighty (180) days prior to any such Option Date. If the Tenant is unable to timely provide the Landlord with the opinion .of Bond Counsel referred to in the preceding sentence, then Tenant shall not have the right to purchase the Premises pursuant to this Article ' XIII. The date Tenant gives notice of exercise, if any, shall be hereinafter referred to as the "Exercise Date." 13.03. The purchase price of the Premises shall be equal to the "Fair Market Value" of the Premises on the Exercise Date. For purposes of this Lease. "Fair Mazket Value" shall mean the highest price, expressed in terms of cash, the Premises as then improved would bring if exposed upon the open mazket for a reasonable length of time, the purchaser being willing but under no compulsion to buy and not in possession and the seller being willing but under no compulsion to sell, and both parties having full knowledge as to all the uses to which the Premises might be put. The "Fair Market Value" shall be determined by the mutual agreement of the parties, or, if the parties aze unable to reach agreement within ninety (90) days after the Exercise Date, by the following appraisal process. If the parties fail to agree upon the Fair Mazket Value within the ninety (90) day period after the Exercise Date, the Fair Market Value shall be determined by appraisers selected in the following manner: Within fifteen (15) days after the ninety (90) day period expires, Landlord and. Tenant shall each appoint an appraiser and the fair market value shall be as determined by the two appraisers so appointed. If the higher of the two appraisals is no more than ten percent (10%) greater than the lower appraisal, the Fair Mazket Value of the Premises shall be the average of the two appraisals. If the higher appraisal is more than ten percent (10%) greater than the lower appraisal, the two appraisers will select a third appraiser from a list of appraisers approved by both parties. The third appraiser shall be provided with the appraisals of the first two appraisers and shall choose the value established by one or the other as the Fair Market Value of the Premises. Each party shall pay the cost of the appraiser chosen by such party; provided, all appraisal costs of the third appraiser, if applicable, shall be shazed by the parties equally. If either party shall fail to appoint an appraiser, then the other party's appraiser shall solely determine the Fair Mazket Value of the Premises. The determination of the Fair Mazket Value shall be conclusive and incontestably binding upon both parties and shall be enforceable in any court having jurisdiction. Notwithstanding anything to the contrary set forth in this paragraph, if the Fair Market Value of the Premises is determined to be less than One Million. Three Hundred Fifty Thousand and 00/100 Dollazs ($1,350,000.00), then the Fair Market Value shall be deemed to be One Million Three Hundred Fifty Thousand and 00/100 Dollazs ($1,350,000.00) plus the cost of any improvements made by Landlord to the Premises from and after the date Landlord purchased the Premises. Landlord agrees to provide Tenant with reasonable documentation setting for the costs incurred by Landlord in constructing said improvements. 17 13.04. At the closing and upon payment of the purchase price, Landlord shall deliver to Tenant its transferable and recordable quit claim deed conveying to Tenant marketable title to the Premises in fee simple, free and clear of all encumbrances and clouds of title, except the following: (i) those created or assumed by Tenant; (ii) building, zoning and other statutes, ordinances, codes and regulations; (iii) legal highways and public rights-of--way; (iv) real estate taxes which are a lien on the Real Property but which aze not yet due and payable (if any); and (v) easements, covenants, conditions and restrictions of record on the Effective Date of this Lease. 13.05. The date for the closing, delivery of the deed by Landlord and the payment of the purchase price by Tenant. shall be the last day of the Lease Yeaz of the Lease Yeaz in which Tenant elects to exercise its option to purchase the Premises, at a place in Columbus, Ohio mutually agreed upon by the parties. The rent and all other charges under the Lease shall be prorated as of the closing date. 13.06. If on the Exercise Date Tenant is in default under this Lease, or this Lease has been terminated and is not then in full force and effect, the attempted exercise of the option shall be void and of no effect. If on the Closing Date, Tenant is in default under this Lease, or the Lease has been terminated and is not then in full force and effect, Tenant shall have no right to purchase the Premises and the exercise of the option shall be deemed void and of no effect. 13.07. This option to purchase the Premises granted to Tenant shall not be assignable and may only be exercised by Tenant in accordance with the terms and conditions set forth in this Article XIII. ARTICLE XIV -MISCELLANEOUS GENERAL PROVISIONS 14.01- Notices. Any notice or other communication required or permitted to be given ~to a party under this Lease shall be in writing, unless otherwise specified in this Lease, and shall be given by one of the following methods to such party at the address set forth at the end of this § 14.01: (i) it may be sent by registered or certified United States (US) mail, return receipt requested and postage prepaid, or (ii) it may be sent by ordinary US mail or delivered in person or by courier, telecopier, telex or any other means for transmitting a written communication. Any such notice shall be deemed to have been given as follows: (iii) when sent by registered or certified United States mail, as of the date of delivery shown on the receipt, or if not determinable, as of the second business day after it was mailed; and (iv) when sent or delivered by any other means, upon receipt. Either party may change its address for notice by giving written notice thereof to the other party. The address of each party for notice initially is as follows: 18 Landlord: Tenant: The City of Dublin The Dublin Arts Council 5200 Emerald Parkway 7125 Riverside Drive Dublin, OH 43235. Dublin, Ohio 43017 Attn: City Manager Attn: Executive Director Fax No.: 614/889-0740 Fax No.: 614/889-9262 a With a copy to: Stephen J. Smith, Esq. Schottenstein, Zox & Dunn 41 S. High St., Ste. 2600 Columbus, OH 43215 14 02 - Governing_Law. This Lease shall be construed and enforced in accordance with the laws of the State of Ohio, 14 03 -Successors and Assigns. This Lease and the respective rights and obligations of the parties here to shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto as well as the parties themselves. 14 04 - Severability of Invalid Provisions. If any provision or term of this Lease shall be held to be void or unenforceable, the remaining -provisions hereof shall not be affected or impaired, and such remaining provisions shall remain in full force and effect. 14 OS -Certain Words• Gender and Headings. As used in this Lease, the word "Person" shall mean and include, where appropriate, an individual, corporation, partnership or other entity; the plural shall be substituted for the singular and the singular for the plural, where appropriate; and words of any. gender shall include any other gender. The topical headings of the several sections of this Lease are inserted only as a matter of convenience and reference, and do not affect, define, limit or describe the scope or intent of this Lease. 14 06 -Memorandum of Lease; Recording. If requested by either party, a Memorandum of Lease shall be prepared, executed and filed for record to evidence, of record, Tenant's interest in and option to purchase the Premises; but this Lease, or a copy thereof, shall not be recorded (other than in connection with the enforcement hereof in the event of a default hereunder). 14 07 - Complete Agreement• Amendments.. This Lease, including all exhibits, if any, constitutes the entire agreement between the parties hereto; it supersedes all previous understandings and agreements between the parties -and no oral or implied representation or understandings shall vary its terms; and it may not be amended except by a written instrument executed by both parties hereto. 19 14.08 -Consent. Except as may otherwise be provided in this Lease, whenever a pazty is entitled to exercise some right under this Lease only with the prior consent or approval of the other party, such consent or approval shall not be unreasonably withheld, conditioned or delayed. 14.09 -Schedule of Exhibits. Attached hereto and incorporated herein by this reference aze the following exhibits (collectively, the "Exhibits"): Exhibit A 5.955E acre tract (PazceLNo.'s: 273-9097 & 273-9098) Exhibit B Base Rent ~ Exhibit C Projected Bed Tax 14.10 -Quiet Enjoyment. So long as Tenant pays the rent and performs or observes all of the terms, conditions, covenants and .obligations of this Lease required to be performed or observed by it hereunder, Tenant shall at all times during the Term hereof have the peaceable and quiet enjoyment, possession, occupancy and use of the Premises without any unreasonable interference from Landlord or any Person lawfully claiming the Premises by, through or under Landlord. 14.11 - Holding_Over. If Tenant remains . in possession after expiration of the Term hereof, without Landlord's acquiescence and written agreement of the parties, Tenant shall be a month-to-month tenant subject to all the terms and conditions of this Lease except as to rental. Rental during the term of any month-to-month tenancy shall be at the rate of two times the monthly rate in effect during the last month of the prescribed Term of this Lease. 14 12 -Liability Of Landlord. If Landlord shall fail to perform any covenant, term or condition of this Lease upon Landlord's part to be performed and, as a consequence of such default, Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds of sale received upon execution of such judgment and levied thereon against the right, title and interest of Landlord in the Building, and neither Landlord nor any officials, employees, or any person or entity affiliated with Landlord herein, including the Trustees executing this Lease on behalf of Landlord, shall have any personal liability hereunder. ~ 14.13 -Captions. Paragraph captions are used for convenience only, and shall not limit or amplify or otherwise constitute a part of the provisions of this Lease. [The remainder of this page has been intentionally left blank.] 20 IN WITNESS WHEREOF, the parties hereto have executed this Lease to be effective as of the Effective Date. Signed and acknowledged in LANDLORD: the presence of the following two witnesses: The City of Dublin, an Ohio municipal corporation (signature of witnes 1) ' ted name of witness #1) , tic.. r nature of ess 2) ~cE _ /l t,'Ss~ (printed name of witness #2) STATE OF OHIO COUNTY OF FRANKLIN, SS: t The fore oin instrument was acknowledged before me this ~ day o , 2000 by g g Timothy Hansley, the Manager of the City of Dublin, an Ohio municipal corporation, on behalf of the municipal corporation. No _ _Public ~_li:D,1 L. GLICK ' a i:u.?.;iY PU3LIC, STATE OF OHIO i.:7 %~;fi,'ISSICN EXPIRES MAY 19, 2004 ~slgr~'oF„O~~O 1n 21 Sigaed and acknowledged in TENANT: the presence of the following two witnesses: The Dublin Arts Council, an Ohio non-profit corporation (signa of a #1) . c~..isn N~ y. ~--srnA4 (printed name of witness #1) Christy Rosen ,Executive Director (signature of witness #2) c~sk.~ (printed name of witness #2) (si e o ss #1) c;-rw ~ r? N E y. r-2-~y rn~ (printed name of witness #1) chael Keenan, President of Board of Directors of The Dublin Arts Council ignature of witness #2) WSI~i ~ (printed name of vv~tness #2) STATE OF OHIO COUNTY OF FRANKLIN, SS: The foregoing instrument was acknowledged before me this ! day of July, 2000 by Christy Rosenthal, the Executive Director of The Dublin Arts Council, an Ohio non- profit corporation, on behalf of the corporation. No Public Robert C. Weisenberger Notary Public -State of Ohio My commission expires 7-10-01 22 _ STATE OF OHIO COiJNTY OF FRANI~I,IN, SS: The foregoing instrument was acknowledged before me this G~Jday of July, 2000 by Michael H. Keenan, the President of the Board. of Directors. of The Dublin Arts Council, an Ohio non-profit corporation, on behalf of the corporation. I'; otary Public w~ 23 ~.i I Sxhitiit "~1" l • CQMlAAY 8744 East 7~aasi 6Lsaet ~~y, t~~o 4"uHQa (614) H3b-88"~"~' ~lblefax ~~ir485~ 4. SBl Ames 7525 Ri~tsraid• Drive-Uub~.in. o2sio Situated in the State of OAio, County oL Frarskliri~ Village of Dulslir? and being a part of Quarter Township 2 ~ , ~ Toomship z, Range 1g, Vnitad grates Militsxy Lands and bung i a past of the 6.075 Acct tract (OXigqirsal S3.9Q ACre_ txacty 1 conveyed to Mi.chae3. A. GeIPl. in Offi~c~itl,ROhio and bef,ngemore ~-Q1, ~tecardeacscribedeasFloi o~s:C y partf.cularly IComrn4noing~ #'or raLerenae, in t~+~ centerline of R»verside brivt Est the origista~- northeast coiner of said 13.9o Acre tract and the northeast cOrs?er of the paui A•oint ' Ge~.pi 1.958 Acre tract ~Daad Book 3439., Page 3G}~ said p , be3.rsg also the southeast corner of River Xno7.is Addition as . shvs~rt~, at record ~n Fiat Book 23, Pagrs y~. said RecDrder's j gfL~.ce (the cerstexlino of Riverside privQ was estab7.isried per SheBt 4 of 1Q, 5.H• 658 Sec. A~ Ohio Department of Transport~etion} ; Thence, along the venteriine of Rivaraide Urine (easterly .line aL trie Baia 3.a.9o.Acze tract. easterly Tine of v=~ tract tend enst+~rly line of the 2.627 w the salad 3..958 A ~ ~ Rcre . tr;sat. conveyed to pain A. Geig~ ~ Trustee in otficiml Aeevrd Yolufie 5680 - E-3.7, South A5 degrees 22 t>sintttes West. . 4 x9.75 feet to a ~aa TR S p0uI.W'~egFtB£G=NNII~Gf GFhTEIGid Z .627 Acre tract h DS6CF.S PT=Q':1= ` Thence ~lortg the csrterXirie o! >sa~,d Riverside Arive (the sogth OS degrees Z2 . easterly iisse aL sn3.d 13.9o Aera tract} ~ minutsss .West. lso.1.6 Leer to as point of curvatuXe: The~tsa~e along the esrterline of said Riverside DriYC and ~ a7.ang the arc o! a auxv~a to trio right !saving a8 radius oaf 1, ss7. a2 feet, at sub•d41tn oL' 07 dogr4ers 51 minutes 55 seconds, a t8au ntp9fdalrees =7eminuteso 9 ssCands Ws t• di.stnaoe of W X24.57 laet ~ta a point r oontinn+ad • • • ~ , i l . psgi Z - 4.681 Ac=Q* Thence across said S3.9G Acre txeGt and along an cxiatfttg woad fence line, North ga= irgensset iros?tp~.peeat~ 368.17 feet to a =et ~.ron pipe (P 30•x3 feat) in an eastevoX3.Umer8896 Ghos~ster Gelpi 1.501 Aare tract tdfficial Record Thence along n westerly lira of said 33.'80 ?~txe tract (an eacts~'~.y line of said 1.501 Acre tract) North Oi degrees 53 m~.nutes East..88.3inesOf said 13u9o Acre tr~Ftat an angle point on a westerly 1 , Thence slang a ~restarly 1a.ne. of said 13.9Ct AGrg tract (an easterly line of sai8 1.501 Acre tract), Nirtha~6ane~ngie lQ mingte6 West, 18.76 feet to is found ixan p ~ po~,nt 0 Trienoe along a aQat~+~~lgaliAcreftrmat}t3North~8b degrees. (a northerly line of s s x6 minutes Want a los • 6o fe~txourtd iroritp~n ats68~b0 feet of the geiata River (passing Thence along a~wgsterly line of said 13.90 Acxe tract and the ea,sttxly bank ~aet ex47i12°ta t to sopoint0 degrees 04 minutes 08 seconds ~ Thence across the Saet lmeasurad at right ari9l.es to}ethe para7.le1 Frith and SO.o fe ( South 74 degrees 10 south lire o~ the said 2.6xas ir?g ariairon gin an 13re at mir?utes 36 6BCpt1d6 Bast, (p ~n; . ~6.zo feet}. a total distance of 306.30 feet to are ixon p' Thence across said i3.9o j?cr~e tract, Hoag a line at right angiec tv the last descs'ibsd ~.ine~ Nop e1~t5tosat~eizon~ minutes 3a seaondcin~so! th~icafd~2.~x75Acte tract; p~,r in th~r Satoh 1 Thence along part. of the iPuthut~e36~s~otsdsi~ast~3d 2lcre trait, South 74 degrees 3,0 m d~starice 0~ 2Q.0 tQet ~v an ~,xor gin b~ nn angle po~.nt i~ said z ire ~ coAt3~R~sed . e. i k ~ rxq. s {.584 ilaras . ~'henee cv~tiMuittg a],ong the south line of the said 3.6x7 . Acre tract, Sauth 74 degrees 37 ii?~outes 40 ¢eCaato~.atsfi• • (pnasittq nn ixvrs pfd vr~ line et 215.27 featf , eart~rAIKINS distance of 255.20 stet tQ tba place °falehighWaYs artd s' cR subaect hdwevor fio ail leg ease~aent$ leases dt~d agreements o~ xecord and df xecordS in respective gCi13tX otlices. sron pins set are 3ans3aloE bam iitQ isettgie centerllneps . snsorieod 'sp.s. ~557~r the pxiaz survey. of Riverside prive p MXERS SURYSyING COMPANY, IHC• ~~~~N~"'t'~•~~u . ~ 1. *s. JES/kms ~ = 7~' µY1rFtS Q ~ R G579 0 N.IN11t~{ •D APPROVAL °i"'$`~~ FRANKLIN GOUNiY ~o,,~ ~ ~ : , .E., P.s. ~ ~ X18 ENGI EERIiVG DEPT. Frzn~~tneer,r~ / DA'CB. ~ SY: ~ . Date~~ . ~ • ' Exhibit "B" . I ~ • ~ _,r~~... 3740 East Main Street ~X~bY~ Ohio 43z~ EASEMENT AREA (614) 236-gfi77 Zlelefax 2354559 . 0.269 xcree ~ aaittq situated in the State t?f OhfouartertTownshipn2iinl Village of Dublin, at7d being a1 paxC of Q 'Fawnship 2, Range 39, United States Military Lands, and being a part of the orcialaRaCCrd5Volumet86a9 J~C1.xandtbeiTtghmore I A. Geipi in Alf i i particularly desox3.#~ad as follows: in the csnter2~.ne of f Gammenaing. for refer~trice. Riverside give at the t~o7rtheast corner of the aai4 6.p?5 ; Acre tract and thA.sGe~iastrustse 3.nf OttioialzRecord: vdlune Conveyed to Paul P Thence, along the t~arthlire of the said 6.076 Acre tract and svaCh line of the 2.b27 dare tssct, Norte ?4 degrees 37 minutes qo seconds West, a dis~kanca of 256.20 feet to an iron , pity found at thte angle paint in sand li.nset , Trance, contiouing along part of the north line of the 1 said 6.075 7lete tract and part o~ the south line of the said ' a tracx, Narth 7a degrees l0 minutes 36.seCOndn£ 2.627 Acr west. n distance •of 24.0 feet to an Iran pf.n and the ` ~to2HT QF BEGZIgNI~G DF TRIS UEBCii*PTZQN: Thence, across said 6.0'5 Acxe tract, eiang a line at r~.ght angles t.o the north 1d~aWest aaddxatsnceSot 541o feet degrees 49 minutes 2~l ¢eco11 ~ to Ats iron pigs Thence, aGrass said 6.675 ~?ere tract, aldn9 a Pine paral3.e1 with the nQrt~ line of laid tzaat, No2ChtCet t¢=aE5 10 minut~ee seconds wtM~t~ a d3stanee of 305. point an the westerly line of the pa3.d tract ~Pata~~5 an iron pan on 13ste nt ~ 780. oa tasty s Thence, along Part o~ thlt wsstGrly li»Q o~ tine said 8.075 ~?cxa traat~ North di degrees 04 m~,riutss o9 =eaonds East, a diststs7ce v~ 5~..7d tat tv a poir'k at the anrthwest cos'ner i~t sbfd 5.075 ACra tract, (Southwest eart~= of the said Z.6z7 Acre tract) : aontiaa+~d • • • w ~ `I • 1 I i ~r • ? . ' ~aqs ~ p.2sS1 *erte 1 pXt of t~1e north line oP the said 6.075 cre Thehca, along P Acre t~aOt nrd part df the enut~h line of 93 leet~2.~outh 7g tract,_ tFassing an iron pl.n ort l~.n~ at ~4 • de zees in mi.nute~ ~6 secot'tdae inr~rq,totnl d~sta~nc~~• 918.17 feet to the p1naO of b S euD~aCt riowever, tt~ttll legal higbwaye end ea¢aments n»gd ~estYictiars of xacatd. axan a plastic cups o. o. IrOtt pins sst exa 3D`i x 1" w s is the bearing at inse=i1~ed p•3• ~6fi7~. aapis aP bearirq the south line of 2.627 Acra tract from O~Picial Aeaord Volume 588D E-17. Albs J. Myets~ P.S. X6579 i , r FANY,~ INC. O~~O~'.. MY~RS SvFtvBY C : ~ ~1L5ERj . ABM/};ms 1.~ = * MYE 33-08--0869 • •~e 6579 q . ~'s~orrA~. S e^~ 1 - ~ : _ • ~ ~ i 5*~~4Q ~sL 3i~ 6~reeti Baxley, Ohio 4~2G8 (gi4) 235~l8~? Teletax ?36558 S7 S 7~oFia • stiversid• pF~.vs-Dublin sSriio Situated in th+s State of ohio, County at Frankli», ' vi.l.lage df Dublin at~d bGirig a part of Quarter ToWnshxp Z. Tawrsship Ranga 19, United Stataz Militax'y I.nnds attd bsin9 a pArt o! the 6.oS7 Acre tract (oziginal S3.9o Acne tract) co»vexed to Michat~l A. oelpi ih•Cttio3.a1 Record Volume 8629 0'-C1, Recorder's 4ftice, Franklin County, Oh3.o end being moxe particularly. described as follows: ~ Commencing, for xglarence ~ in t2~e Centerline of Rivers~.de prive at the Qrigfnai nprthaast Cpxncr a! said x.3.90 Acxe tract and the northeast corner of bbC Paul Anoint Gglpi 1.958 Acre t~'Aot (Dead nook 3439, Page 362. skid p being aise the southeast corner of River Knv33s Addition as shown of record in p~.at 8ggk 33, FaSs 33, said Recorder's Cft=ce (the1~e~tge$lisbsCSecivArs hia~Depattmertsafbiished pex Sheet 4 0! , TYanspazta~tian? Thence slang the centerline oP said Riverside Drive (easterly line o~ said x.3.90 AcxQ tract and easterly Line of said 1.958 ACxe tract~t and along the easterly lire o~ the 3.627 Acre traCt80 ~ 1 edSouthad5 degrees~22 minutespWeSt~ltl . Record 'Volu:pe 58 ~ 569.91 feet to a poftlt o! curvature.; Thence along the Centerline of said givarside prix f (eaSteriy lire of =aid 13.80 Acr~a traet~ and alor?g the arc vY a curve to the Might having a radius at X.637.02 ~antent bt sub-de=ta of o7 degrees bi. minute9 b8 seconds, a g ; 132.55 feet, a chord bearing and dicta~nce oi' sout}s o9 degrees , 17 ~ainutess 59 s~atRlEligG80Ff ~=B~OEBCR=~=oW~ paint and the ~ TApF PG1Yi1T QF R Thence aontirnse ~1ong the centsrl3.ne of said Riverside t~rive (easterly lint of safd 19.90 Acro txact~ and along the era of a curve fio trio =~,g2~t having A radiuo a! S, 637.02 f+Rat, a sub-delta of p6 d4grses S3 ~ainutes 03 seCOnd6, ~ tiahgent at 98,E 46 ute6 e 23 ~ CO~d ChTe~ct, 196.57Cfast t #e~ p 3.~tloldsgreeS a o min • gags ~ 1.371 Acres Thence, continua alar~g the cehtarlirt+a o! said Riverside Drive (easterly like a! said x3.90 Acre tractj, South 20 degrees 07 minutes west, 38.46 feet to a point at the • northeasterly canner o! the C•x. and Car~ichael 3.z4 Acne tract (~aad.8t~ok 373, Page 493j: The~toe across , sa~.~t 13.90 Aore trt~ct and along the northerly lines ai"~said 3.24 Acre tract the following four courses: Z) slorth 47 degZ~eeS ~3 minutes West,. 35..05 feet to a point: 7) North 73 s3egrees S8 minutes fittest, 53.7'1 feet to $ pointi; 3a South 89 .degrees G4 minutes West, 73.28 !'eat to a pflint; • 43 South 82 degrees 34 minutes West, 88.20 feet to a point at a corner o! said 3.2Q Acre treat in the easterly lin* of Peter Gelpi 5.501 Ad~'e txaCt (Offfcial RtCOrd Volume 6895 G-08). rhehce along a vest~erly line of said l3.sd Acre tract (arc easterly line o! said 1.5D1 Acre txaGt), North G7 degrees 50 rnfnutes West, 157.X8 2eet to a found iron pips bt an angle point in the wesCexly lime of said 13.90 Acre tract; ~t~enee o7.ang a Westerly Line of sa~.d 13.09 5?aze tract Eon easterly lino at said 1.501 1?crs traotj. Hartiz Oi degrees 53 minutes East, 36.7.8 fact to ~ set fXOa pipei T'henee ~aaroa~s aa~d x.3.90 Acre tract and along ate +exist3ng vdod fence 1ihe, South 83 degr:raa 45 minutes East, 368. Y7 feet to xhe! place o! begiiusing (psesitig a set ,iron pipe et 337.94 feat] , ~QpTx~ xa XenES,_ subs act however t4 all Isgal hsghways, easemat~ts,,leases and agreements of ~recazd and of xeooxd8 in the f'espectiva utility df~ices: oo~ttis~ttsd . . ~ • 1 ~,'.."I pagd Z Z,. a7 S Aorelt • ~ The ab~ave descript~ipn spas prepared from a prior s~sri?ey by Myers ~urveying company, Inc. aitsd From a survey by the undersii~ned Sanuesy~ SqB~ • ThC basics of b+eariiRgs ~.s the centerline c~ Riverafds prive pex the prior aux~voy. Set 3,ror pipe6 set are 3D" x la Q.A. with orange plastic caps insCxibed "F.S. ~6579'~. R~vss-~aidiG Drive iis; nliQO 7tnowrn tcs State Route Z57 and as ~ Aubiifn~prvspect !toad, MYERS 15tiRVEYxNG COMPANY, INC. Q t O ~ ~ Albert My, s~ ~ .N. ~65y9 ~'r~j~ Y = MY~RS ~ X6579 N ~ ~Y ~ A D~ C ~GtiOn ~ O~~ ~ ~,~1 . • , ~ P.S. Jo Frars!din County 2~~~ Engin©er Date• - I v ~ _ ~ . r., ~ EXHIBIT B BASE RENT Lease Year: Monthly Rent: Annual Rent: 1 * $5,000.00 $60,000.00 2 $5,166.67 $62,000.00 3 $5,333.33 $64,000.00 4 $5,500.00 $66,000.00 5 $5,666.67 $68,000.00 6 $5,833.33 $70,000.00 7 $6,000.00 $72,000.00 8 $6,166.67 $74,000.00 9 $6,333.33 $76,000.00 10 $6,500.00 $78,000.00 11 $6,666.67 $80,000.00 12 $6,833.33 $82,000.00 13 $7,000.00 $84,000.00 14 $7,166.67 $86,000.00 15 $7,333.33 $88,000.00 16 $7,500.00 $90,000.00 17 $7,666.67 $92,000.00 18 $7,833.33 $94,000.00 19 $8,000.00 $96,000.00 20 $8,166.67 $98,000.00 21 $8,333.33 $100,000.00 22 $8,500.00 $102,000.00 23 $8,666.67 $104,000.00 24 $8,833.33 $106,000.00 25 $9,000.00 $108,000.00 26 $9,166.67 $110,000.00 * To be prorated for a partial Lease Year. 24 EXHIBIT C PROJECTED BED TAX Year: Projected Bed Taz: 25% of Projected ~ Bed Taz: 2000 $1,622,000.00 ~ $405,500.00 2001 $1,781,146.00 $445,286.00 2002 $1,816,769.00 $454,192.00 2003 $1,853,104.00 $463,276.00 2004 $1,890,166.00 $472,541.00 2005 $1,927,969.00 $481,992.00 2006 $1,966,529.00 $491,632.00 2007 $2,005,859.00 $501,465.00 2008 $2,045,976.00 $511,494.00 2009 $2,086,896.00 $521,724.00 2010 $2,128,634:00 $532,158.00 2011 $2,171,207.00 $542,802.00 2012 $2,214,631.00 $553,658.00 2013 $2,258,923.00 $564,731.00 2014 $2,304,102.00 $576,025.00 2015 $2,350,184.00 $587,546.00 2016 $2,397,187.00 $599,297.00 2017 $2,445,131.00 $611,283.00 2018 $2,494,034.00 $623,508.00 2019 $2,543,915.00 $635,979.00 2020 $2,594,793.00 $648,698.00 2021 $2,646,689.00 $661,672.00 2022 $2,699,622.00 ~ $674,906.00 2023 $2,753,615.00 $688,404.00 2024 $2,808,687.00 $702,172.00 2025 $2,864,86.1.00 $716,251.00 2026 $2,922,158.00 $730,540.00 25 r