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HomeMy WebLinkAbout115-98 OrdinanceRECORD OF ORDINANCES Dayton Legal Blank Co. Form No. 30043 115-98 ___19 Ordinance No-------- ----------------- Passed----------------------------------------------- AN ORDINANCE AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE AGREEMENT FOR THE PROPERTY LOCATED AT 27-29 SOUTH HIGH STREET, AND DECLARING AN EMERGENCY WHEREAS, the City of Dublin is the owner of a building located at 27-29 South High Street in the Old Dublin Historical District; and WHEREAS, Dublin City Council has expressed their desire to secure a business establishment as a tenant for this building; and WHEREAS, the Old Dublin Association has indicated their support of bringing a new tenant to the area to enhance the amenities offered to residents and patrons of the Old Dublin area. NOW, T~REFORE, 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 enter the Lease Agreement attached as Exhibit "A". r` Section 2. That this Ordinance is declared to be an emergency measure necessary for the immediate preservation of the public peace, health, safety or welfare, and for the further reason that an executed lease agreement is needed by the Lessee to finalize financing for the project and to obtain a liquor license. Therefore, this Ordinance shall be effective upon passage in accordance with Section 4.05 of the Revised Charter. Passed this~day of (~ c~ v b e~ , 1998 ATTEST: Clerk of Council a ,; s S:\DATA\COLINCIL\ORDINANC\27-29HGH.LES T FA FAT F.F.MENT THIS AGREEMENT, made and entered into at Dublin, Ohio, this _ day of 1998, by and between THE CITY OF DUBLIN, OHIO, an Ohio municipal corporation, hereinafter referred to as "Lessor" and GTN CORPORATION, an Ohio corporation, hereinafter referred to as "Lessee." 1.1. De__s_c~iption. The Lessor, in consideration of the rents to be paid by the Lessee and the covenants to be kept and performed by the Lessee, hereby leases to the Lessee, the premises described in the attached Schedule 1.1, commonly known as 27-29 South High Street, Dublin, Ohio 43017, hereinafter the "Premises". 1.2. T_mprovements. The Premises include all buildings, structures and other improvements constructed and to be constructed thereon, and all easements, rights and appurtenances thereto. All buildings, structures and any and all other improvements are leased to Lessee "AS I~- WHF_.RF TS". 1.3. Survey. A survey of the subject property is attached hereto, marked Schedule 1.3, signed by the parties and made a part of this Lease. 2.1. Pri_ wary Term. The primary term of the Lease is five (5) years, commencing with the commencement date provided. ""` 2.2. Renewal TermG. Upon the expiration of the primary term of this Lease, the Lessee shall have two (2) successive options to renew. Each option shall be for a term of five (5) """ years. To exercise each option, the Lessee shall give the Lessor notice in writing at least one hundred eighty (180) days prior to the expiration of the preceding term, of the Lessee's intention to renew this Lease Agreement; provided, however, that Lessee shall not forfeit its right to renew by inadvertently failing to notify Lessor, it being understood by the parties hereto, that they will cooperate with one another to remind each other of the forthcoming expiration of the applicable term so as not to cause an unknowing forfeiture of renewal rights. The extended terms hereunder shall be subject to all the terms and conditions of this Lease Agreement. Section 3. Commencement Date. The commencement date shall be the earlier of (i) the date Lessee receives its Certificate of Occupancy, or (ii) the 1st day of March, 1999. If Lessee does not receive its Certificate of Occupancy on or before the 1st day of March, 1999, despite using all diligent efforts to obtain the same prior to said date, then Lessee may terminate this Lease by providing written notice to Lessor on or before March 10, 1999. Upon said termination: (a) the Security Deposit shall be returned to Lessee, (b) all improvements made by Lessee to the Premises shall become the property of Lessor and shall remain upon the Premises, and (c) neither party shall have any further obligation hereunder. 4.1. Rent. Rent is $7.00 per square foot per year, payable monthly, in advance, based upon the revised square footage after the building has been remodeled, as certified by Lessee's architect to Lessor, payable in advance at Lessors address set forth herein. The first two and one-half (2 1/2) years' rent is free. In the event that the term commences other than on the first day of the month, rent for the first and last months of the term shall be prorated. All rent and any other payments are to be sent to Finance Director, City of Dublin, City Hall, 5200 Emerald Parkway, Dublin, Ohio, 43017. If the rent is more than fifteen (15) days late a liquidated damage amount of five per oentum (5%) of the then monthly rental amount shall be added, and due in addition, to the then monthly rental amount. 4.2. Rent Tncrea e . Beginning with the first year of the first and second five (5) year renewal periods, if applicable, the rent shall be increased to the current market rent for similar property in Old Dublin or as close by as possible if there is no similar property in Old Dublin. If the parties cannot agree what is market rent each shall appoint its realtor representative, which two (2) realtors shall appoint a third realtor, and the decision of a majority or all of the realtors as to what is market rent shall be final. Each party shall bear the entire cost charged by its appointed realtor and pay one-half of the cost of the third realtor. 4.3. xeS nd Ttilities. In addition to the payments required herein as rent to the Lessor, the Lessee shall also pay: 4.3.1. All occupational licenses, including state, county, municipal and/or hotel and restaurant commission licenses, and other licenses necessary in the operation of the business to be carried on in the Premises. "'"' 4.3.2. All utility services provided to the Premises, including, but not limited to, water, gas, electric and telephone, as they from time to time shall accrue and be due and '`~"' payable during the term of this Lease according to separate meters therefor. 4.3.3. Lessee shall pay to the appropriate governmental agencies ad valorem taxes (including real estate taxes and assessments) and special assessments with respect to the Premises and the improvements thereon during the term of this Lease or any extension thereof. It is further understood and agreed that all ad valorem taxes assessed during the first and last years of the term of this Lease shall be prorated and that Lessee shall only be liable for such portions of such taxes assessed for said first and last years as its months of occupancy during any of said years shall bear to the total of twelve (12) months. In the event of the imposition of any 2 special assessment or assessments which may be paid in annual installments, at Lessee's option exercisable by written notice to Lessor, Lessor shall advise the appropriate governmental agency of its intention to elect payment in annual installments and Lessee shall be liable for only such annual installments as shall be due and payable during the term of this Lease, or, if the option to extend shall be exercised, the extended term hereof. Should Lessee fail to pay any tax or special assessment when due and payable, Lessor may, if Lessor so desires, pay the same and the amount together with any ^~ penalties which Lessor may have paid, shall immediately become due and payable to Lessor as additional rent. Lessee shall have the right in its name or in the Lessor's name, whichever shall be rr appropriate, but at its own cost and expense, to file and prosecute applications for reduction of assessed valuation and to institute legal proceedings for the reduction thereof, and Lessor shall fully cooperate (at Lessee's expense) with any reasonable request made by Lessee in connection with such applications and proceedings, but only to real estate tax valuation reductions from the auditor's appraisals, and not any other tax abatements or the like. In no event shall Lessee be liable for payment of any income, estate or inheritance taxes imposed upon the Lessor or the estate of the Lessor with respect to the Premises. At Lessor's option, Lessor will continued to receive and pay the real estate tax bills, which shall then be rebilled to Lessee and reimbursed by Lessee to Lessor. 4.4. Investment Tax Credit. The Lessee shall be entitled to claim any applicable investment tax credit on the value of all items located on the Premises, which items are considered tangible personal property pursuant to the Internal Revenue Code and supporting regulations for the purposes of such investment tax credit. For the purposes of this paragraph, it is irrelevant whether such tangible personal property constitutes equipment, trade fixtures, or permanent fixtures which shall be deemed a part of the Premises upon termination of the Lease Agreement. The Lessor shall execute all instruments and/or consents which the Lessee may require in order to take advantage of such tax credit. 4.5. Income Taxes. Lessee shall not pay any income, franchise or excise tax levied upon or assessed against the Lessor. ~., 4.6. Securi Dennsit. Lessee has deposited with the Lessor the sum of One '~ Thousand Dollars ($1,000.00) as a security deposit for the faithful performance of all the terms and conditions herein stated in this agreement. Lessee further agrees that no portion of the sum deposited is to be a substitute for or in lieu of its last month's or any month's rent payment under this Lease. Lessee further agrees that Lessor shall have the right, without prejudice to any of its remedies, to apply all or part of such deposit to payment for restoration of extraordinary wear and tear or damage to the Premises, or to delinquent rent. The deposit will earn no interest for Lessee and maybe commingled with and used with other funds of Lessor, and earn interest for Lessor. 3 i 5.1. Building and Improvements. The Lessee agrees to modify the existing structure and appurtenances including, but not limited to driveways to accommodate a restaurant, in accordance with the details shown on the attached plot plan, marked Schedule 5.1(a), and the plans and specifications attached, marked Schedule 5.1(b), or equal approved alternatives with approved """ change orders approved by both the Lessor and Lessee in writing. All improvements will be of good quality and performed in a workmanlike manner. Lessee will proceed promptly and with all diligence ~ to begin and complete the improvements. In the event Lessee abandons the reconstruction before its completion, all improvements shall belong to Lessor, but this shall not constitute Lessor's sole remedy. Lessee promises to pick up trash and litter in the area and adjacent parking areas at least daily. 5.2. .on i ge~i~,. This Lease is conditioned upon the Lessee obtaining, at its own cost and expense, initial permits and licenses, including a satisfactory liquor license and Certificate of Occupancy, necessary for construction and operation of a restaurant in accordance with the plans and specifications, approved change orders and plot plans submitted to and approved by the Lessor. This Lease is further conditioned on Lessee obtaining a commitment for financing necessary to complete the improvements, upon terms and conditions satisfactory to Lessee. This Lease is further conditioned on Lessor and Lessee agreeing to all plans and specifications, as amended, to be used for improvements to the building under Section 5.1 hereof; it being understood that neither party shall be entitled to unilaterally dictate any construction requirements. Nothing herein, however, constitutes the approval of the Lessor's Development Department, Code Regulation personnel, licensing or the like. Lessor agrees, as a Lessor only, without making any promises as a regulatory entity, to cooperate with Lessee in the obtaining of such permits and licenses and agrees to execute such documents as may be necessary for Lessee to obtain such permits and licenses. In the event that all necessary permits and licenses for the construction of said building, including a liquor license, are not obtain- able oravailable from the appropriate governmental authorities by December 31, 1998, then this Lease shall be null and void and have no effect and shall terminate at the option of either party. Lessee must .... send the Lessor notice of the final governmental authority's denial of the issuance of such permit(s). Lessee will comply with all zoning and building code requirements. 5.3. Reimbursement. When the project is completed, Lessor will reimburse Lessee for improvements to the Premises up to Fifty Thousand Dollars ($50,000.00) upon the presentation of paid invoices. All invoices and proof of payment must be for improvements to the Premises which are structural and permanent in nature. Lessor will reimburse 4. fires Lessee within 30 days after presentation of the invoices and requests for reimbursement. Lessor's determination of whether the improvements qualify for this reimbursement, in Lessor's sole, unrestricted discretion, shall be final. Additional investment in the project by the Lessee shall be of an amount no less than One Hundred Thousand Dollars ($100,000). Section 6. Covenants of the Lessee. The Lessee hereby covenants and agrees with '"" Lessor as follows: ~ 6.1. Bent. That it will pay the rent as herein specified without notice. 6.2. Utilities. That it shall pay any "tap-in" fees, impact fees, or other charges for the installation or connection of oil, gas, electricity, water, telephone and any and all other utilities for the Premises. 6.3. Maintenance of Premises. That it will keep the Premises and the improvements placed thereon in a good state of repair, and it will be responsible for all repairs, including painting of the interior and exterior of the building and maintaining the roof of the building, all windows, doors, glass, and openings, all electrical, heating, plumbing, air conditioning and other systems installed within the building, shrubbery, planting, floodlights and all other accessories, appurtenances and related equipment. 6.4. Insurance. That it will, during the full term of this Lease, and any extensions thereof, and at its own expense, carry: 6.4.1. Comprehensive general liability insurance in limits referred to as One Million Dollars ($1,000,000) each person, One Million Dollars ($1,000,000) each accident, and Two Hundred Fifty Thousand Dollars ($250,000) property damage. The policies shall cover accident or damage in or on the Premises, or sidewalk in front thereof, entranceways, and all other portions of the building thereon, listing Lessor as an additional insured. The insurance shall also include "Dram Shop" coverage in an amount of $250,000.00, listing Lessor as an additional insured. rr 6.4.2. Fire insurance, with extended coverage, in an amount not less than eighty percent (80%) of the insurable value, naming Lessor as an additional insured. Such policy may also list as insured any party holding a mortgage interest in the Premises to which mortgage this Lease is subordinate. Such policy shall provide for a waiver of subrogation as prescribed in Section 11.5 of this Agreement. In the event an additional premium shall be charged for such waiver, the Lessee shall pay the cost of such endorsement. Upon the failure of the Lessee to furnish any policy of insurance as above set forth, Lessor may, at its option, obtain the same and the premium therefor shall immediately become due and payable as additional rent. .~ ~' 6.5. Surrender of Premises. That, at the expiration of said term, or any extension or renewal thereof, it will quit and surrender the Premises in a good and substantial state of repair, reasonable wear and tear and damage by fire, the elements, or from other causes beyond its control excepted. 6.6. Lawful Use. That it will comply with all lawful requirements of the ~'" board of health, police department, fire department, municipal, state, and federal authorities respecting the manner in which it uses the Premises whether now or later in effect. 6.7. Public Accommodatio / mericans With Disabilities Act. Lessee shall be solely responsible to insure that the Premises are in compliance with the Americans With Disabilities Act and any related or similar statute, legislation, rule or regulation which maybe adopted by any federal, state or local agency or political subdivision. Lessee shall indemnify, defend and hold Lessor harmless from any and all claims, damages, fines, judgment, penalties, costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of claims, attorneys, consultant and expert fees) arising during or after the lease term as a result of the failure of Lessee to comply with this Section 6.7. 6.8 Liens. That Lessee will keep said premises free and clear of any and all mechanics' and/or materialmen's liens on account of any construction, repair, alteration or improvements which Lessee maybe obligated to make or perform under this Lease. Lessee shall be permitted to install personal property such as trade fixtures and equipment and place liens thereon and Lessor agrees to execute such Waivers of Lien as may be required by vendor or financing institutions. Any liens permitted shall be only against personal property and not against the realty or the Premises. Lessee may, at the end of the basic term of this Lease, or any extension thereof, remove from the Premises personal property, trade fixtures, as well as any other removable improvements made by the Lessee, so long as Lessee patches any holes and repairs any other damage caused by the removal. 6.9 Conduct of Business. Lessee will operate a tavern business and will `r obtain a liquor permit in the course of operating the tavern. Lessee will not and cannot change the nature or type of the business, will not transfer any more than fifty percent (50%) of any legal, equitable or beneficial interest in the business or any entity owning part or all of the business, and/or will not lease, sublease, assign, license or transfer in any way the business or this lease without the approval of Lessor; provided, however, that none of the foregoing restrictions shall apply to any transfer, lease, sublease, assignment, license or other transfer by Lessee to any entity controlled by, or which controls, Lessee, nor to any member of the immediate family, or to any of Lessee's shareholders. Lessee will open the business to the public by March 10, 1999, but if it is later in time, the Lease will not terminate, except at the option of either party. Lessee will 6 ~** fir' not cease to be open to the public for longer than one (1) week (seven (7) days total) in any six (6) month period. Lessee will close the business by 1:00 a.m. each business day, except for Friday and Saturday when the business will be closed by 2:30 a.m. Lessee will not allow or cause the operation of the business to become a public or private nuisance. In the event two (2) or more liquor violations occur in any six-month period, Lessee will conduct an investigation to determine the cause of the violations, and to determine the corrective procedures to be implemented in order to prevent such "'" violations from occurring in the future. Lessee will render its report to Lessor and, if Lessor concurs, Lessee will implement such corrective procedures, otherwise Lessee will use its best efforts to ~" implement any other procedures recommended by Lessor. If more than six violations occur during a calendar year in three separate years, Lessor shall have the right to terminate this Lease. A breach of the above conditions, or any other promise in this Lease Agreement, is a breach of this Lease Agreement. Section 7. Obligations of the Lessor. The Lessor hereby warrants, represents and covenants to the Lessee as follows: 7.1. Title. That Lessor is, at the time of the execution of these presents, the sole owner in fee simple of the property hereinabove described, and that it has good and marketable title and the full right to lease the same for the term aforesaid, does warrant and will defend the title thereto, and will indemnify Lessee against any damage and expense which Lessee may suffer by reason of any lien, encumbrance restriction or defect in the title or description herein of the Premises. It is expressly understood and agreed that the above-captioned covenant and warranty of the Lessor constitutes Lessor's warranty that in case Lessor does not have title and rights aforesaid, then in such event, this Lease shall, at the option of the Lessee, become null and void, and no rent for the remainder of the term aforesaid shall become due to the Lessor, its legal representatives or assigns, and all advance rents and other payments shall be returned by the Lessor to the Lessee, or Lessee may withhold rent thereafter accruing until Lessee is furnished proof satisfactory to it as the party entitled thereto. 7.2. Ouiet Emnlovment. That, upon Lessee paying rent and observing and rrr performing all of the terms, covenants and conditions on Lessee's part to be observed and performed, Lessee may peaceable and quietly have, hold, occupy and enjoy the Premises and all the appurtenances thereto without hindrance or molestation; provided, however, that Lessor and Lessor's agents may examine the Premises at any reasonable time, upon reasonable notice to Lessee. In addition, Lessor will be furnished a set of keys. 7.3. Utility fines. That water lines, sewer lines, electrical lines, gas lines and telephone lines are installed and are available at the property line herein described for connection to the facilities constructed or to be constructed on the subject property. 7.4. L .essee's Signs. That Lessee shall have the right to install and maintain signs advertising Lessee's business, as allowed by the appropriate governmental entity(s). All signs must comply with the applicable governmental rules, regulations and ordinances. 7 7.5. F.nc ~mbran es. That the Premises are free and clear of any and all encumbrances excepting real estate taxes for the current tax years and those items, if any, set forth in Schedule 7.7. attached. 7.6. Constn~ction of Improvements. That Lessor will consent to and approve any reasonable plans and specifications, and any changes thereto, submitted by Lessee pursuant to Section 5.1 hereof, and that Lessor will not require Lessee to employ any alternatives to any portion of the plans, specifications and changes thereto submitted by Lessee, if those plans, specifications and changes thereto submitted by Lessee are adequate for the purposes intended. If Lessor refuses to consent to plans submitted by Lessee, then Lessor shall provide Lessee with description of the reasons for such refusal, and the plans and specifications which Lessor would be willing to approve. Nothing herein is the promise of Lessor in its regulatory capacities. Section 8. Mutual Covenants. The following stipulations and agreements are expressly understood by both the Lessor and the Lessee, and they do hereby agree to abide by them: 8.1. Default. Neither party shall have the right to cancel this Lease for anon- monetary default of the other (except any default(s) by Lessee set forth in 6.9J unless such default shall remain uncured for a period of thirty (30) days after receipt of notice in writing to such other party specifying the nature of the default, and then only if the defaulting party fails to proceed reasonably, in good faith, to remedy the defaults. The grace period for any monetary default by Lessee is fifteen (15) days and no written or oral notice by Lessor is required. 8.2. Bing Effect. The covenants and agreements contained in this Lease are interdependent and are binding upon the parties hereto, their successor and assigns. 8.3. Ea ems. It is mutually understood and agreed that, in the event that ,,,,,~, it shall become necessary for either party to enforce the provisions of this Lease by legal action or employ attorneys for the collection of any monies due hereunder, then the prevailing party shall be entitled to recover attorneys' fees, court costs and other costs of such proceedings. 8.4. Memorandum of Lease. Lessor and Lessee herein agree to make and execute a Memorandum of Lease in recordable form, containing terms mutually agreeable to the parties hereto, so as to give public notice of the execution of the within Lease, and a statement therein as to the date of commencement of the within Lease, which shall not disclose the terms of the rental or additional rental hereunder, if either or both desire it. 8.5. Real Estate Commission. Neither party shall be obligated to pay any real estate commission or service fees to real estate brokers or any persons for services rendered in negotiating the execution of this Lease, and each party shall hold the other party harmless and defend, at the indemnifying party's own expense, against any claims for such commissions or fees arising by reason of the actions of the indemnifying party. Section 9. Assi,onment and Subletting. The Lessee may not assign this Lease or let or underlet the whole or any part of the Premises without the written consent of the Lessor, which shall not be unreasonably withheld, and provided that Lessee remains liable on the within Lease; provided, however, that none of the foregoing restrictions shall apply to any transfer, lease, sublease, assignment, license or other transfer by Lessee to any entity controlled by, or which controls, Lessee, nor to any members of the immediate family of any of Lessee's shareholders, but Lessee will provide Lessor notice of any transfer of any interest. Lessee will not occupy or use the Premises, or permit the same to be occupied or used, for any purpose which is unlawful. Section 10. If the Premises, or any part thereof, are taken by virtue of eminent domain, or the Lessor shall convey title to the Premises under threat of eminent domain, and the Premises become unusable for Lessee's purposes then this Lease shall expire on the date when the same shall be so taken, or title so conveyed, and the rent shall be apportioned as of said date. The award shall be apportioned in accordance with the interests of the parties; provided, however, that Lessee shall be entitled to recover for its improvements made under Section 5.1 hereof as allocated in the award. 11.1. Repair. In case of damage to or destruction of the building or other improvements (including machinery, fixtures, and equipment) located on the Premises by fire or other casualty, the Lessee shall, to the extent of the net proceeds of insurance available to the Lessee, repair and restore the building and improvements so damaged or destroyed as nearly as possible to the condition of such property immediately prior to such casualty. The repairs and restoration shall be commenced as soon as practicable after receipt by the Lessee or the holder of any mortgage of the insurance money to be paid on account of such damage or destruction. ,,,,,,., 11.2. InsLrance Proceeds. All insurance money received by the Lessee or such mortgagee on account of such damage or destruction shall be applied by the Lessee or such mortgagee ,~ to the cost of repair and restoration undertaken by the Lessee. If additional funds are required in order to return the Premises to its condition immediately prior to such casualty, then, unless Lessee elects under Section 11.4 to not make such repairs, the Lessee shall supply these funds. Lessee must first obtain the approval of Lessor of the plans and specifications of any repair and restoration. 11.3. Abatement of Rent. If such damage or destruction renders the Premises partially or totally untenantable, there will be an equitable abatement of the rent described in Section 4 until the Premises are again rendered tenantable; the abatement will continue if repairs are ongoing, however, the Lessor may terminate the Lease prior to repairs being commenced if the rent abatement is likely to exceed ninety (90) days; provided that Lessee shall not be relieved during said period of untenantability from its obligation to pay taxes and other charges and to keep the Premises insured as provided in Subsections 4.3.3. and Section 6.4 hereto. 9 .., ~r 11.4. Option to Terminate. In the event Lessee determines that damages or destruction to the Premises has rendered the Premises unable to be reasonably and economically restored to a condition similar to the condition immediately prior to such casualty, Lessee may, at its option, in lieu of repairing or replacing the same, elect to terminate this Lease as of the date of said damage or destruction, and in such event, the proceeds derived from any insurance applicable to the building shall be paid the parties as their interests may appear (Lessor for fixtures and the building; Lessee for personal property). In case of damage or destruction to the extent of fifty percent (50%) or more of the insurable value of the building, Lessee may, at its option, in lieu of repairing or replacing the same, elect to terminate this Lease as of the date of said damage or destruction, and in such event, Lessor shall be entitled to receive the proceeds derived from any insurance applicable to the fixtures and to the building. Proceeds applicable to personal property shall belong to Lessee. In the event of such termination, Lessor shall refund to Lessee any unearned rents paid in advance of such termination date. 11.5. Waiver. Lessor and Lessee do hereby waive all rights of recovery and causes of action which either has or may have or which may arise hereafter against the other, whether caused by negligence or otherwise, for any damage to any person, the Premises, property or business caused by any of the perils covered by general liability, "Dram Shop", fire and extended coverage, building and contents, or business interruption insurance, or for which either party may be reimbursed as a result of insurance coverage affecting any loss suffered by it. The foregoing waiver shall apply only to the extent of any recovery made by the parties hereto under any policy of insurance now or hereafter issued. The foregoing waiver is not intended to invalidate any policy of insurance of the parties; it, therefore, is stipulated by the parties that the waiver shall not apply in any case in which the application thereof would result in the invalidation of any such policy of insurance. Both parties will notify their insurance carrier(s) of this clause and use their best efforts to get their carrier(s) to acknowledge and consent to the provisions of this clause. 12.1. Repairs. Lessee shall maintain the premises in good structural condition and repair and shall make all structural repairs and replacements necessitated by any cause other than Lessor's negligence. Repairs and replacements which the Lessee is required to make pursuant to Section 11 of this Lease, shall be made by the Lessee whether or not caused by the negligence of the Lessor. Lessee will at all times keep the premises free and clear of all mechanics', materialmen's and laborers, liens and all other liens whatsoever except those caused by Lessor, current taxes and assessments, and liens on Lessee's equipment. 12.2. Alterations. Lessee or any sublessee may not make any substantial or material alterations, additions and improvements to the Premises during the term of this Lease without the consent of Lessor, which shall not be unreasonably withheld. Lessee shall have no 10 ~."" ~; authority to create or place any lien or encumbrance of any kind whatsoever upon, or in any manner to bind the interest of Lessor in, the Premises, and Lessee covenants and agrees promptly to pay all sums legally due and payable by it on account of any labor performed by it on the Premises upon which any lien is or can be asserted against the Premises or the improvements thereon. 12.3. Hazardous Materials. 12.3.1. Lessee shall not introduce, or allow any of its subtenants or licensees to introduce any Hazardous Materials (as hereinafter defined) onto the Premises ("Lessee's Hazardous Materials"). Lessee hereby agrees to hold harmless Lessor, any successors to Lessor's interest in this Lease, and Lessor's and such successors, directors, trustees, officers, employees and agents from and against any losses, claims, damages (including consequential damages), penalties, fines, liabilities (including strict liability), costs (including cleanup and recovery costs) and expenses (including expense of litigation and reasonable attorney's fees and costs) incurred by Lessor or any other indemnitee which are assessed against Lessor (or such indemnitee), or the Premises by virtue of any claim or lien by any governmental or quasi governmental unit, body or agency, or any third party, for cleanup costs or other costs pursuant to Environmental Laws, as hereinafter defined, resulting from Lessee's Hazardous Materials. 12.3.2. Lessor shall not introduce, or allow other parties which it has a direct contractual arrangement with to introduce, any Hazardous Materials onto the Premises ("Lessor"s Hazardous Materials") . Lessor hereby agrees to hold harmless Lessee, any successors to Lessee's interest in this Lease, and Lessee's and such successors, directors, trustees, officers, employees and agents from and against any losses, claims, damages (including consequential damages) ,penalties, fines and liabilities (including strict liability) ,costs (including cleanup and recovery costs) and expenses (including the expenses of litigation and reasonable attorney's fees and costs) incurred by Lessee or any other indemnitee which are assessed against Lessee (or such indemnitee), or the Premises by virtue of any claim or lien by any governmental or quasi governmental unit, body or agency, or any third party for cleanup costs or other costs pursuant to Environmental Laws resulting from Lessor's Hazardous Materials, or due to any Hazardous Materials or circumstances existing on the Premises prior to the date of this Lease. 12.3.3. It is agreed by and between Lessor and Lessee that neither party shall have, and the indemnification provisions of each of the same contained herein, shall not apply and neither shall be liable for Hazardous Materials existing on the Premises prior to the date of this Lease or for any acts or omissions or wilful misconduct of any third party which neither has any direct contractual relationship with for cleanup costs or other costs pursuant to Environmental Laws. Again, Lessee is not liable for any Hazardous Materials or circumstances existing on the Premises prior to the date of this Lease. 11 ~. 12.3.4. As used herein, "Environmental Laws" shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, the Resource, Conservation and Recovery Act, all as amended from time to time, and all state laws and Federal and state regulations pursuant to the foregoing or otherwise, whether now existing or hereinafter enacted. As used herein, "Hazardous Materials" shall mean any substance the presence of which poses a hazard to the health or safety of persons on or about the Premises or Lessor's Tract or which requires removal or 'remediation under any Environmental Law, including without limitation, any substance which is toxic, explosive, flammable, radioactive, or otherwise hazardous or which is included in the meaning of "Hazardous Substance", "Hazardous Waste," "Toxic Substance," or "Pollutant," as defined in any Environmental Law; provided however, that Lessor and Lessee may introduce incidental quantities of Hazardous Materials which are customary and reasonably necessary for their business activities to be conducted on the Premises, provided that such introduction and use are in compliance with all Environmental Laws. Section 13. Lessor Default. Should Lessor default in the performance of any covenant required to be performed by Lessor, Lessee may serve upon Lessor a notice specifying the nature of the default and requiring performance by the Lessor within thirty (30) days after receipt of said written notice. In the event that Lessor shall not have remedied the default within this period, Lessee may consider this Lease terminated; unearned rent shall be prorated to the date of termination and Lessee shall have no further liability. In the event of such default by Lessor, in lieu of termination of this Lease, Lessee, at its sole option, may cure Lessor's default and offset the reasonable expense thereof against rent thereafter accruing. However, if any default shall occur which cannot, with due diligence, be cured within a period of thirty (30) days, and Lessor, prior to the expiration of thirty (30) days from and after the giving of notice as aforesaid, commences to eliminate the causes of such default and proceeds diligently and with reasonable dispatch to take all steps and to do all work required to cure such default, then Lessee shall not have the right to declare the said term ended by reason of such default. Section 14. Lessee Default. If Lessee shall fail to pay any installment of rent promptly within r.+ five (5) days after the day the same shall become due and payable hereunder, after receipt of written notice thereof by Lessor of the monetary default or if Lessee shall fail to promptly keep and perform any other covenant of this Lease, strictly in accordance with the terms of this Lease and shall continue in default for a period of thirty (30) days after receipt of written notice thereof by Lessor of a non- monetary default and demand of performance, then and in any such event and as often as any such event shall occur, Lessor may (a) declare the said term ended, and enter into said Premises or any part thereof, either with or without process of law, and expel Lessee or any person occupying the same in or upon said premises, using such force as may be necessary; or (b) relet the premises, applying said rent from the new tenant on this Lease, and Lessee shall be responsible for no more than the balance that may be due, should a balance exist. However, if any default shall occur, other than in the payment of money, which cannot with due 12 diligence be cured within a period of thirty (30) days, and Lessee, prior to the expiration of thirty (30) days from and after the giving of notice as aforesaid, commences to eliminate the cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do all work required to cure such default, then Lessor shall not have the right to declare the said term ended by reason of such "" default. rr Section 15. Subordination and Non-Disturbance. The Lease shall be subject and subordinate to the lien of any mortgage which Lessor may place upon the Premises to finance the cost of construction of the improvements. The Lease shall be subject and subordinate to all terms, conditions and provisions thereof, to all advances made, and to any renewal, extensions, modifications or replacements thereof. Provided, however, that if the Lease is in full force and effect and there are no defaults thereunder on the part of the Lessee, the right of possession of Lessee to the Premises and Lessee's rights arising out of this Lease shall not be affected or disturbed by the mortgagee in the exercise of any of its rights under the mortgage or the note secured hereby. Further, Lessee shall not be named as aparty-defendant to any foreclosure of the lien or mortgage, nor in any other way be deprived of its rights under this Lease. In the event that the mortgagee or any other person has acquired title to the Premises pursuant to the exercise of any remedy provided for in the mortgage, this Lease shall not be terminated or affected by said foreclosure or sale or any such proceeding, and the mortgagee shall agree that any sale of the Premises pursuant to the exercise of any rights and remedies under the mortgage, or otherwise, shall be made subject to this Lease and the rights of the Lessee hereunder, Lessee agrees to attorn to the mortgagee or such person as its new Lessor and the Lease shall continue in full force and effect as a direct lease between Lessee and mortgagee or such other person upon all the terms, covenants and agreements set forth in this Lease. The parties hereto agree to execute such reasonable documents as may be necessary to effectuate said subordination. 16.1. No i ,Demands and Other Tnstruments. All notices, demands, requirements, consents, approvals and other instruments required or permitted to be given pursuant to the terms hereof shall be in writing and shall be deemed to have been properly given if sent by registered or certified mail, postage prepaid, or telegram, charges prepaid, addressed to the parties herein at the addresses shown on the last page hereof. 16.2. Bindi g Effect. All of the covenant, conditions and obligations herein contained shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto to the same extent as if each such successor and assign were in each case named as a party to this Lease. This Lease may not be changed, modified or discharged, except by a writing, signed by both Lessor and Lessee. 13 16.3. 1•ability. Each and every covenant and agreement contained in this Lease shall for all purposes be construed to be a separate and independent covenant and agreement, and the breach of any covenant or agreement contained herein by either party shall in no way or manner discharge or relieve the other party from its obligation to perform each and every covenant and agreement herein. 16.4. Headings and Terms. The headings to the various sections of this Lease ~"~ have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending or affecting in any way the express terms and provisions hereof. The term "person" when used in this Lease, shall mean any individual, corporation, partnership, firm trust, joint venture, business association, syndicate, combination, organization or any other person or entity. 16.5. Exnress Waiver. A party may waive its rights under this Lease only upon delivery of express notice of waiver to the other party. Acceptance of rents after expiration of grace period on one or more occasions, or failure to strictly enforce this Lease for breach of any covenant on one or more occasions shall not be deemed to constitute a waiver of the requirement of strict compliance with the terms of this Lease on any other occasion. 16.6. Construction of Lease. Words of any gender used in this Lease shall be held to include any other gender, and words in the singular number shall be held to include the plural, when the sense requires. Whenever used herein, the words "Lessor" and "Lessee" shall be deemed to include the heirs, personal representatives, successors, sublessees and assigns of said parties, unless the context excludes such construction. This lease shall be governed by the laws of the State of Ohio. 16.7. i.essor Is Tove mental Entity. Lessee recognizes, and hereby acknowledges, that Lessor is a governmental entity and an Ohio municipal corporation, and, as such, ~*' has many obligations and duties to its citizens and the public such as, by way of example only, requiring certain zoning, construction standards, safety standards, sign standards, any liquor license '~,,,,, violation(s) ,and the like. Nothing in this lease constitutes any waiver by Lessor of any of its requirements concerning the Premises or constitutes any prior approval or satisfaction of any requirement. 16.8. Historic District• Economic Develo m n Proj~.zct. Lessee recognizes, and hereby acknowledges, that the Premises are located in a Historic District subject to special architectural controls and rules, and overseen by a historic commission. Lessee promises to obtain all required approvals and abide by all controls and rules imposed as a result of the Premises being in a Historic District. Lessor acknowledges that the Historic District encompassing the Premises is an Economic Development Project, but Lessor does not represent that the Premises meet any standards of an Economic Development Project. 14 ~r 16.9 Notices. Any notices required to be given to either party hereunder shall be delivered by certified United States mail, postage prepaid and addressed as follows (unless notified of a change of address): Lessor: City Manager AND TO: City Attorney City of Dublin City of Dublin c/o Director, Department 366 East Broad of Development Columbus, OH 43215 5800 Shier Rings Road Dublin, OH 43017 Lessee: GTN Corporation 4482 Dunleary Drive Dublin, OH 43017 This Lease Agreement was executed by the parties as of the date first above written. Signed in the presence o£ (Print Name) ~• (Print Name) r... LESSOR: THE CITY OF DUBLIN, OHIO Bv: Timothy C. Hansley Its: City Manager c/o Director, Dept. of Development 5800 Shier Rings Road Dublin, Ohio 43017 LESSEE: GTN CORPORATION By: Timothy Picciano, President (Print Name) 4482 Dunleary Drive Dublin, Ohio 43017 (Print Name) 15 i STATE OF OHIO COUNTY OF FRANKLIN, ss: Before me, a notary public in and for said County personally appeared The City of Dublin, Ohio, by Timothy C. Hansley, its City Manager, who acknowledged before me that he executed the foregoing Lease on behalf of the Lessor. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this _ day of .1998. Notary Public STATE OF OHIO, COUNTY OF FRANKLIN, ss: Before me, a notary public in and for said County personally appeared GTN Corporation by Timothy Picciano, President, who acknowledged before me that he executed the foregoing Lease on behalf of the Lessee. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of 1998. Notary Public 16 CITY OF DUBLIN M e m o ~- Office of the City Manager To: Members of Dublin City Council From: Timothy C. Hansley, City Manager Subject: Lease Agreement - 27/29 South High Street Date: October 15, 1998 Initiated by: Michelle L. Crandall, Management Assistant f %~C' Attached please find an amended agreement for the leasing of 27/29 South High Street. The following language has been added to Section 3 (Commencement Date): "Upon said termination: (a) the Security Deposit shall be returned to the Lessee, (b) all improvements made by Lessee to the Premises shall become the property of Lessor and shall remain upon the Premises, and (c) neither party shall have any further obligation hereunder." Additionally, please note that this ordinance is being asked for as an emergency in order that the Lessee can move forward with financing of the project and finalization of a liquor permit. Should you have questions related to this agreement, please contact Michelle Crandall or me.