10-08 ResolutionRECORD OF RESOLUTIONS
Reso[ation No.
Inc, Form No 70045
1
10-08
Passed
Zo
A RESOLUTION AUTHORIZING THE CITY
MANAGER TO ENTER INTO A CONSTRUCTION
AND BUILDING ACCESS AGREEMENT WITH OCLC
ONLINE COMPUTER LIBRARY CENTER, INC.
WHEREAS, OCLC Online Computer Library Center, Inc. ("OCLC") is a nonprofit,
membership, computer library service and research organization with an office located at
6565 Kilgour Place, Dublin, Ohio 43017; and
WHEREAS, OCLC desires to access the fiber optics system in the City of Dublin
("City") for the purpose of interconnecting to the OSCnet, Ohio Supercomputer Center
and the Central Ohio Research Network; and
WHEREAS, since the City has constructed and operates an organized system of
underground conduits ("Dublink") containing numerous fiber optic cables that directly
access OSCnet, Ohio Supercomputer Center and CORN, the City has determined that
OCLC may have an indefeasible right to use certain fiber optic cables in Dublink; and
WHEREAS, in exchange for allowing OCLC to access those fibers, the City will create a
point of presence within the building owned by OCLC in which the City will construct an
access point to the Internet for use by all accessing the Dublink system; and
WHEREAS, with the creation of the point ofpresence, OCLC and the City desire to enter
into a construction and building access agreement to define responsibilities ofthe parties
1
1
in using and constructing the point ofpresence.
NOW, THEREFORE, BE IT RESOLVED 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 Construction and
Building Access Agreement with OCLC in relation to the creation of the point of presence
within the OCLC building.
Section 2. This resolution shall take effect and be in force from and after the earliest
date permitted bylaw.
Passed this ~~ day of , 2008
1~
Mayor -Presiding Officer
ATTEST:
Clerk of Council
CITY OF DUBLIN_
Office of the City Manager
X200 Emerald Parkway • Dublin, OH 43017-1006
Phone: 614-410-4400 • Fax: 614-410-4490
TO: Members of Dublin City] Council
FROM: Jane S. Brautigarn, City Manager
DATE: February 14, 2008
Memo
INITIATED BY: Dana L. McDaniel, Deputy City A.Zanager/Director of Economic Development
RE: Resolutions 09-08 and 10-08 - OCLC Agreements
Background
Attached for Council's consideration are Resolution 09-08 and Resolution 1D-~8 authorizing the
City Manager to enter into an Indefeasible Right to Use Agreement and a Construction and
Building Access Agreement «~ith Online Computer Library Center (OCLC).
Should Council pass Resolution 09-08 allowing the City 1Vlanager to enter into an Indefeasible
Right to Use Agreement, OCLC will be given access to the Central Ohio Research Network
(CORN) and OSCnet (Ohio Super Computer Network). By accessing CORN, OCLC will gain
access to OSCnet and its network of colleges, universities and research institutes. OSCnet will
also carry OCLC data to an offsite data center located in another Central Ohio jurisdiction.
Additionally, OCLC will be allocated two additional dark fibers within Dublink to provide
redundant capacity. Given OCLC's nonprofit library and research services, connectivity to
CORN and OSCnet is a natural fit. OCLC's connectivity may foster new collaborations between
OCLC, its members and OSCnet while also providing OCLC the ability to meet critical off-site
storage needs.
Resolution 10-08 authorizes the City Manager to execute a no-cost Constriction and Building
Access Agreement with OCLC to establish a Point of Presence ("POP") and provide access in
and out of the OCLC facility. In exchange for access to CORN and additional optical fiber,
OCLC agrees to provide the City of Dublin with physical space in the OCLC facility for the
establishment of Dublin's own POP. A POP is a physical location where optical fiber systems
come together to interconnect or to access off-site storage capacity. Funding previously received
by the Board of Regents to establish CORN will be used to equip the POP. OCLC will also
provide the City access to sixteen optical fibers between Dublin's Dublink system and the OCLC
facility. These sixteen fibers have redundant routes in and out of the facility. Potential uses for a.
Dublin POP could be: to provide others interconnectivity to CORN; establish intercomlectivity
to the Internet; provide interconnectivity to other fiber owners; provide off-site data storage for
City use or use by others; etc. It is also feasible that data from elsewhere (intrastate or interstate)
could be carried back to OCLC or to other storage facilities in Dublin. While yet unclear, this
could potentially result in new jobs and~'or capital investment related to data storage.
It is important to point out that an Indefeasible Right to Use enables the City to allocate the use
of Dublink's optical fibers without actually giving them away. The optical fibers always remain
the property of the City of Dublin but are in effect borrowed or used by the other party. OCLC
will have use of CORN and two optical fibers for the satne period of time the City will be given
space in the OCLC facility and access to OCLC's sixteen fibers (20 years).
Memo to Council re. Resolutions 49-48 and 14-48 - OCLC Agreements
February 14, 2448
Page 2 of 2
Providing OCLC access to CORN and the use of optical fibers is yet another example of the
"value added" serti~ice that Dublink's optical fibers provide to Dublin businesses. Dublin City
Council understands the need for access to bandwidth. The City currently o~~~ns optical fibers for
governmental purposes. The City operates its own institutional network. The City expanded its
optical fibers beyond Dublin and throughout a large portion of Central Ohio in order to be
connected to multiple points of presence or "POPS". Also, the City came to realize, as the result
of a couple successful economic development projects, that unused bandwidth/fibers could be
used for point-to-point connectivity for economic development purposes. The City has led the
way with establishing CORN and WiFi. As Council knows, these programs have been
instrumental in the City's Smar-t21 designation.
Recommendation
Staff recommends Council approve both Resolution 09-48 and Resolution 14-08. The
Indefeasible Right to Use Agreement is comprehensive and consistent with IRUs previously
approved by Council. The Construction and Building Access Agreement is comprised of
standard lease language. Both Agreements were written and approved by both Dublin and OCLC
legal staff. Optical fibers are currently in place, and OSCnet possesses the funding and
equipment to make the POP operational. The City may incur minor costs to splice the Dublink
fiber to the OCLC fiber and place caging around the City's designated space. Such costs would
be paid out of the existing operating budget. Should you have specific questions about these
Agreements, you can address those to Greg Dunn at 462-2339. You may also address questions
regarding these Resolutions to Dana McDaniel at 414-4619.
LEASE AGREEMENT
BY AND BETWEEN
OCLC ONLINE COMPUTER LIBRARY CENTER, INC.
AND
CITY OF DUBLIN, OHIO
TABLE OF CONTENTS
ARTICLE 1 TERM OF LEASE ........................................................................................
ARTICLE 2 RENT .....................................................................................................................
ARTICLE 3 CONDITION OF THE PREMISES .........................................................................
ARTICLE 4 USE OF PREMISES .............................................................................................
ARTICLE 5 PARKING AND COMMON AREAS ........................................................................
ARTICLE 6 MAINTENANCE AND SERVICES .........................................................................
ARTICLE 7 REPAIR AND ALTERATION ..................................................................................
ARTICLE 8 BREACH: LANDLORD'S REMEDIES ...................................................................
ARTICLE 9 FIRE INSURANCE AND DESTRUCTION .............................................................
ARTICLE 10 INSURANCE ..........................................................................................................
ARTICLE 11 CONDEMNATION ..................................................................................................
ARTICLE 12 IMPROVEMENTS AND TRADE FIXTURES ..........................................................
ARTICLE 13 ASSIGNMENT, SUBLETTING AND ENCUMBERING ..........................................
ARTICLE 14 INDEMNIFICATION ...............................................................................................
ARTICLE 15 ENTRY BY LANDLORD ........................................................................................
ARTICLE 16 DEFAULT BY LANDLORD ....................................................................................
ARTICLE 17 ATTORNEY'S FEES ..............................................................................................
ARTICLE 18 NOTICES ...............................................................................................................
ARTICLE 19 ESTOPPEL CERTIFICATE .....................................................................................
ARTICLE 20 GENERAL PROVISIONS ........................................................................................
ARTICLE 21 ADDITIONAL MATTERS .........................................................................................
EXHIBIT LIST ...................................................................................................................
1
LEASE AGREEMENT ("LEASE")
By this Lease, executed as of the day of , 2008, OCLC Online Computer
Library Center, Inc. ("Landlord") with address of 6565 Kilgour Place, Dublin, Ohio 43017, hereby
leases to the City of Dublin, an Ohio municipal corporation with an office located at 5200
Emerald Parkway, Dublin, Ohio 43017 ("Tenant"), approximately 30 square feet of space
located on the 2nd floor (the "Premises") of the Kilgour building (the "Building"}, all upon the
terms, covenants and conditions set forth in this Lease. A floor plan showing the Premises is
attached hereto marked Exhibit "A-1 ".
ARTICLE 1
TERM OF LEASE
1.1 This Lease will be for a term of twenty {20} years (the "Term"), commencing
2008 (the "Effective Date") and expiring at 11:59 P.M. on
2028 unless either extended or earlier terminated as otherwise set forth herein.
ARTICLE 2
RENT
2.1 For each year of the Term, the Rent for the Premises shall be Zero Dollars, {$0.00},
provided however, if Tenant is responsible for additional monetary obligations under this Lease which
must be paid within thirty (30) days of invoice or Tenant will be deemed to be in default of this
Agreement.
ARTICLE 3
CONDITION OF THE PREMISES
3.1 Tenant acknowledges that the Premises are in good order and agrees to
surrender same upon vacating in such condition, except for normal wear and tear. Tenant shall
be responsible for all charges for cleaning (over normal wear and tear} or repairing the
Premises due to Tenant's use thereof and all charges far repairing damage to the Building in
general which was caused by or is directly attributable to Tenant.
ARTICLE 4
USE OF PREMISES
4.1 The Premises shall be used and occupied only for the purpose of a paint of
presence and Landlard grants to Tenant anon-exclusive license and right to, within the rack
space provided by Landlord, install, operate, maintain and repair fiber optic and associated
telecommunications equipment. Any unauthorized use shall be a breach of this Lease. Subject
to the provisions of this Lease which shall control in the event of a conflict, Tenant agrees that
access by its employees and/or contractors shall generally be governed by the provisions of
Exhibit 4.1 {A), except where those provisions conflict with the rules, regulations and procedures
reasonably established from time to time by the Landlord for the safety and security of the
Premises, the Building, the employees of Landlord and the operation of Landlord's business, the
current version of which is contained in Exhibit 4.1 (B}.
4.2 Tenant shall, at its sole cost and expense, comply with all federal, state, and
municipal statues, ordinances, and regulations in force during the term and affecting the
Premises. Further, Tenant shall not use the Premises so as to create waste or constitute a
nuisance or disturb Landlord's use of the remainder of the Building.
20080206 Page 2 of 26
4.3 Other than the obligations contained in this Lease, Tenant acknowledges that
neither Landlord nor any representative or agent thereof has made any representation or
warranty to Tenant as to the suitability of the Premises to the conduct of Tenant's business.
ARTICLE 5
PARKING AND COMMON AREAS
5.1 The parking areas, or designated portions thereof, shall be available for the use
of the employees and/or contractors of Tenant, all subject to the rules and regulations as set
forth by Landlord from time to time. Landlord may restrict certain portions of the parking areas
for the exclusive use of its employees, contractors, agents, customers or invitees.
5.2 Landlord, or its agents if Landlord has delegated such privileges, shall have the
right to cause to be removed any vehicles belonging to employees and/or contractors of Tenant
that are parked in violation hereof or in violation of rules and regulations of the Building, without
liability of any kind to Landlord, its employees, contractors, agents, customers or invitees, and
Tenant agrees to hold Landlord harmless from and defend it against any and all claims, losses,
damages and demands asserted or arising in respect to or in connection with the removal of
any such vehicles(s} as aforesaid. Tenant shall, from time to time, upon request of Landlord,
supply Landlord with a list of license plate numbers of all vehicles owned by its employees
and/or contractors who are to have parking privileges hereunder. Landlord may, as part of the
regulations promulgated by it far use of the parking areas, require that Tenant cause an
identification sticker issued by Landlord to be affixed to all vehicles belonging to the employees
and/or contractors of Tenant who are authorized to park in the parking area.
5.3 The employees andJor contractors of Tenant are hereby granted the
nonexclusive use of such portions of the common corridors and hallways, stairwells, elevators,
restrooms and other generally understood public or common areas of the Building as are
reasonably necessary to access the Premises; provided, however, Landlord reserves the right
to restrict or prohibit the use of any such public or common area, whether specifically set forth
above, so long as such restriction or prohibition does not unreasonably interfere with Tenant's
use of the Premises as contemplated hereunder.
5.4 Any general conference or meeting rooms within the Building may be used by
Tenant only with the specific advanced written permission of and pursuant to the rules,
regulations and charges, promulgated by Landlord.
ARTICLE 6
MAINTENANCE AND SERVICES
6.1 Landlord shall repair and maintain the structural portions of the building in which
the Premises are situated, including the exterior walls, underflooring and roof, basic plumbing,
heating, air conditioning and electrical systems installed or furnished by Landlord unless such
maintenance and repair are required in part, or in whole, by the act, neglect, fault or omission of
any duty by the Tenant, its employees andJor contractors, in which case Tenant shall pay to
Landlord the reasonable cost of such maintenance and repair. Landlord shall also be
responsible for snow removal in the parking areas whenever the depth exceeds two inches (2"),
as permitted by parked vehicles. Landlord shall not be liable for any failure to pay any repair or
to perform any maintenance unless such failure shall persist for an unreasonable time after
written notice of the need of such repair or maintenance is given to Landlord by Tenant.
20080206 Page 3 of 26
6.2 Provided Tenant is not in breach hereof, Landlord agrees to furnish to the
Premises, subject to the rules and regulations of the Building of which the Premises are part,
electricity for normal lighting and office machines, heat and air conditioning required for the
comfortable use and occupation of the Premises. Landlord shall provide cooling and power to
the Premises as set forth in Exhibit 4.1(A). Landlord shall also maintain and keep lighted the
common stairs, common entries and toilet rooms in the building. Landlord shall not be liable for,
and Tenant shall not be entitled to, any reduction of rental by reason of Landlord's failure to
furnish any of the foregoing when such failure is caused by strikes, lockouts or other labor
disturbances or disputes of any character, or by any other cause similar or dissimilar, beyond
the reasonable control of Landlord.
6.3 Should Tenant install computer hardware, electronic data processing machines
or other electronic equipment that requires current in excess of 115 volts, or other equipment
which will increase the amount of electricity, water or air conditioning usually furnished or
supplied to the Premises, Landlord may cause a water meter or an electric current meter, or
bath, to be installed sa as to measure such increase. Landlord may condition Tenant's use of
any such machines or equipment upon prompt payment by Tenant of extra costs occasioned
thereby, as established by such meters or otherwise reasonably estimated by Landlord. The
cost of purchase, installation, maintenance and repair of such meters and of any additional
wiring, plumbing and other work required to provide electricity or water for such equipment, as
well as charges for extra water and electric current consumed, shall be borne and paid by
Tenant within thirty {30) days after such notice thereof by Landlord. All such costs, charges and
expenses shall be deemed additional rent hereunder. Tenant shall not connect with electric
current, except through existing electrical outlets in the Premises.
6.4 Electric Power to the Premises shall be limited to a maximum of 2 kVa. Landlord
will provide power and cooling up to the 2 kVa limit at no additional charge.
6.5 Tenant shall have the right, at Tenant's sole cost and expense, to make
connections to electrical and mechanical areas, as necessary for the purpose of connecting its
equipment within the Building to Tenant's telecommunications system network outside the
Building.
ARTICLE 7
REPAIR AND ALTERATION
7.1 Tenant's possession of the Premises shall constitute Tenant's acknowledgment
that the Premises are in good and rentable condition, and Tenant agrees on the last day of the
Term, or on any other termination of this Lease to surrender the Premises with said
appurtenances in the same condition as when received, reasonable wear and tear, damage by
fire {unless caused by Tenant, or its employees), acts of God or by the elements excepted.
Should any standard or regulation now or hereafter be imposed an Landlord or Tenant {which
results from a condition caused by Tenant's occupancy), by any governmental body, state or
federal, regulation and enforcement of occupations, health or safety standards for employers,
employees, lessors or lessees, then Tenant agrees, at its sole cast and expense, to comply
promptly with such standards or regulations.
7.2 Other than as provided herein, Tenant shall not make, or suffer to be made, any
additions, alterations ar improvements to the Premises or any part thereof, without first obtaining
the written consent of Landlord, which shall not be unreasonably withheld. Any additions to,
alterations or improvements to the Premises, including carpeting and fixtures of any kind, shall
become at once a part of the realty and belong to Landlord except for unattached, movable
trade fixtures placed by Tenant.
20080206 Page 4 of 26
7.3 Upon termination of this Agreement, all ownership, right, title in and to, all wires
installed in or an the Building shall immediately vest in the Landlord (or the Landlord's
successors in interest) for the Landlord's use. Tenant shall be allowed to remove all fiber optic
lines that are located in conduit at the time of termination. Tenant may, at its option and at its
sole cost and expense, remove all other personal property in Building and shall repair all
damage caused by such removal. Any property not so removed within sixty (60} days after the
expiration of the Agreement shall be deemed the property of the Landlord.
ARTICLE 8
BREACH: LANDLORD'S REMEDIES
8.1 As used in the Lease, "Breach"' means any of the following:
8.1.1 The failure of Tenant to pay or cause to be paid when due any moneys or
charges required by this Lease to be paid or caused to be paid by Tenant.
8.1.2 The failure of Tenant to do or cause to be done, any act, other than the
payment of moneys or charges, required by this Lease to be done or caused to be done by
Tenant, within ten (10) days after receipt by Tenant of written notice from Landlord stating that
such act to be done by Tenant has not been done. In the event such act cannot be
accomplished within said ten (10) day period, then Tenant to preclude a Breach must
commence the accomplishment of such act within said ten (10) day period and thereafter
proceed with diligence and goad faith to accomplish same.
8.1.3 Tenant causing, permitting or suffering to be done any act (I) required by
this Lease to have the prior written consent of Landlord, unless such consent is so obtained, or
(II) prohibited by this Lease.
8.1.4 Tenant's abandonment of the Premises.
8.1.5 Any (I) attachment, execution or other judicial levy upon the leasehold
estate hereunder; (II} assignment of said leasehold estate for the direct or indirect benefit of
creditors of Tenant; (III) any agreement whereby Tenant loses control of its business to a
committee or its creditors; {IV} judicial appointment of a receiver or similar officer to take
possession of said leasehold estate or the Premises; or (V} filing of any petition by, for or
against Tenant under any chapter of the Federal Bankruptcy Act.
8.2 If any Breach occurs, Landlord may recover from Tenant the Rent as it becomes
due hereunder and any other amount necessary to compensate Landlord for all the legal and
other costs caused by Tenant's failure to perform its obligations under the Lease. Landlord may
sue therefore monthly, annually or after such equal or unequal period as Landlord may desire.
8.3 If any Breach occurs, and the same is not cured as set forth above, Landlord,
either as an alternative to the remedy set forth in the preceding paragraph, or at any time after
exercising said remedy, may terminate Tenant's right to possession of the Premises by and
upon delivery to Tenant of Landlord's written notice thereof. Landlord shall then have the
immediate right to reenter the Premises and take possession thereof and to remove all persons
and property from the Premises.
8.4 The foregoing shall not be construed to adversely affect the right of Landlord to
indemnification for any liability of Tenant arising prior to termination far personal injuries ar
property damages. Furthermore, no right or remedy therein set forth shall be exclusive of any
other right or remedy granted or conferred upon Landlord by statute, judicial decision or
common law, as each and every such right and remedy shall be cumulative.
20080206 Page 5 of 26
ARTICLE 9
FIRE INSURANCE AND DESTRUCTION
9.1 Landlord shall maintain in full force and effect throughout the term, a policy of
insurance insuring the building against loss by or damage due to the risk of fire, lightning,
extended coverage, vandalism and malicious mischief. Such policy shall be in the face amount
of not less than ninety percent (90%) of the full value of the improvements covered thereby.
9.1.1 Nothing herein shall preclude any such policy from bearing a loss payee
endorsement(s) in favor of the holder(s) of any mortgage, deed of trust or other encumbrance
against the interest of Landlord hereunder.
9.1.2 Proceeds from said fire insurance policy shall be payable first, to the
holder{s} of any such mortgage, deed of trust ar encumbrance, to the extent required thereby,
and the balance shall be payable to Landlord. If, after paying all costs of repair or restoration as
set forth below, any balance of funds remains, the same shall belong to Landlord absolutely.
9.2 Tenant shall not use the Premises nor permit the Premises to be used nor acts to
be done therein which will (I} increase the premium of any insurance described above or (II}
cause a cancellation of any such insurance policies. Tenant shall not keep in or about the
Premises any article which may be prohibited by any standard form policy of fire insurance.
Other than Tenant's use as contemplated in Section 4.1 hereinabove, if Tenant's conduct or use
of the Premises causes any increase in the premium far such insurance policies, then Tenant
shall pay as additional rent hereunder, on demand from Landlord, all of such increase, and
Tenant shall, at Tenant's expense, comply with all insurance company requirements pertaining
to the use of Premises so that the Premises shall at all times be insurable for fire, extended
coverage and the risks specified above.
9.3 Except as provided in Paragraph 9.4, in the event the Premises are damaged by
fire or other perils covered by such extended coverage insurance, Landlord agrees to forthwith
repair same, and this Lease shall remain in full force and effect, except that Tenant shall be
entitled to a proportionate reduction of the Rent from the date of damage, and while such
repairs are being made if the damages are such that the Tenant cannot conduct business at the
Premises, the Lease then can be terminated by Tenant or Landlord within thirty (30} days of
written notice to the other party; such proportionate reduction to be based upon the percentage
of Tenant's loss of use of the Premises, as mutually agreed upon by both parties. If the damage
is due to the fault of Tenant or its employees, contractors, agents, customers or invitees, there
shall be no abatement of rent.
9.3.1 In the event the Premises are damaged as a result of any cause other
than the perils covered by fire and extended coverage insurance, then Landlord shall forthwith
repair the same, provided the extent of destruction is less than ten percent (10%) of the full
replacement cost of the Premises. In the event the destruction of the Premises exceeds ten
percent {10%) of the full replacement cost, then Landlord shall have the option (I} to repair or
restore such damage, this Lease continuing in full force and effect, but the Rent to be
proportionately reduced as above provided or, (II) if the damages are such that Tenant cannot
conduct business in the Premises, the Lease can then be terminated by Tenant or Landlord, or
(III) to give notices to Tenant, at any time within sixty (60) days after such damage, to terminate
this Lease as of the date specified in such notice, which date shall be no more than thirty (30)
days after the giving of such notice. In the event of giving such notice, this Lease shall terminate
and all interest of Tenant in the Premises shall terminate on the date sa specified in such notice.
9.3.2 Upon repair or restoration by Landlord, Tenant shall resume paying Rent
as reflected in Article 2.
20080206 Page 6 of 26
9.4 Landlord shall not be required to repair any injury or damage by fire or other
cause, or to make any repairs or replacements of any leasehold improvements made by Tenant
or fixtures or other personal property of Tenant or its employees, contractors, agents, customers
or invitees, unless injury or damage was caused in whole or party by the negligent acts of
Landlord or its employees, contractors, agents, customers ar invitees.
9.5 As long as their respective insurers so permit, Landlord and Tenant hereby
mutually waive their respective rights of recovery against each other from any loss insured by
fire, extended coverage and other property insurance policies existing far the benefit of the
respective parties. Each party shall apply to their insurers to obtain said waivers. Each party
shall obtain any special endorsements, if required by their insurer, to evidence compliance with
the aforementioned waivers.
ARTICLE 10
INSURANCE
10.1 Tenant shall, at Tenant's expense, obtain and keep in force during the term of
this Lease (a) a policy of comprehensive public liability insurance (including comprehensive
general liability supplement insurance) insuring Tenant and Landlord against any liability arising
out of the ownership, use, occupancy or maintenance of the Premises and or the personal
property andlor fixed assets therein. Such insurance shall be in the amount of not less than
$2,000,000 for such injury or death in any one occurrence. In addition to the above coverage,
Tenant shall also carry an umbrella liability policy of not less than $3,000,000 of liability
coverage, naming Landlord as co-insured. In addition, Tenant shall, at its own expense, furnish
Landlord with a certificate of property insurance with liability limits of at least $5,000,000, which
shall cover any loss to any property owned by Landlord that may be damaged as a result of
Tenant's occupancy and/or use of the Premises. Tenant shall also add Landlord as a co-
insured party on its E & O, malpractice or any other policy which provides coverage for losses
which might result from the Tenant's acts or operations carried on within the Premises. Tenant
will furnish Landlord with certificates of insurance reflecting said insurance in said amounts,
showing Landlord as an additional party insured. The limit of any such insurance shall not,
however, limit the liability of Tenant hereunder. Tenant may provide this insurance under a
blanket policy. If Tenant shall fail to procure and maintain said insurance, Landlord may, but
shall not be required to, procure and maintain same, but at the expense of the Tenant.
Insurance required hereunder shall be in companies rated A+AAA or better in 'Best's Insurance
Guide'. No policy shall be subject to reduction of coverage, but not below the minimum set forth
above, without thirty (30} days prior written notice to Landlord. All such policies shall be written
as primary coverage policies not contributing with and not in excess of coverage that Landlord
may carry. Each such policy shall provide that it shall not be cancelable or reduced as aforesaid
by the insurer without first giving to Landlord at least Thirty (30) days prior written notice.
Tenant shall require all of its agents andlor subcontractors to adhere to these insurance
provisions and will provide those subcontractor(s) certificate{s) of insurance to Landlord upon
request.
10.2 Tenant shall, at Tenant's expense (including without limitation all reasonable
attorneys' fees, court and other costs of defense), defend against, indemnify and hold harmless
Landlord and its agents from all liability, cost or claim for damages by reason of any injury or
death to any persons} or property of any kind or in any way connected with Premises or the use
of occupancy thereof during the Term andlor the Second Term, to the extent that the injury,
death, or damage results from the negligence of or intentional acts, or omissions to act by the
Tenant or its employees, contractors, agents, customers or invitees.
20080206 Page 7 of 26
ARTICLE 11
CONDEMNATION
11.1 In the event of any taking of or damage to all or part of the Premises (or any
interest therein} prior to the expiration or earlier termination of this Lease and by reason of any
exercise of the power of eminent domain (whether by condemnation proceedings ar otherwise),
or by reason of any transfer of all or any part of the Premises (or any interest therein) made in
avoidance of such an exercise {"Appropriation"), the rights and obligations of Landlord and
Tenant with respect thereto shall be set forth in this article.
11.2 In the event of an Appropriation of all the Premises or any portion of the
Tenant's Premises, this Lease shall terminate as of the dates of such Appropriation. Either party
hereto shall have the right at its election to terminate this Lease upon thirty (3Q) days written
notice to the other party; such election must be made within sixty (6Q) days of the Appropriation.
11.2.1 In the event of an Appropriation of less than twenty-five percent (25°~) of
the Premises, ar if such Appropriation exceeds said twenty-five percent (25%), but neither party
elects to so terminate as aforesaid, this Lease shall continue in full force and effect, except that
for the remainder of the term (I} the Rent shall be abated to an amount which bears the same
ratio to such prior monthly Rent as the square footage of the Premises after the Appropriation
bears to the square footage of the Premises existing immediately prior to such Appropriation
and (II) the Premises shall be reduced by the portion so appropriated. Further, any other sums
payable hereunder which are based upon the square footage of the Premises shall be likewise
accordingly reduced.
11.2.2 If this Lease in not terminated as aforesaid, Landlord will make any
restoration of the unappropriated Premises necessitated by reason of the Appropriation.
However, Landlord shall in no event be required to make any expenditure in excess of the
amount of any damage included in the award for that purpose (severance damages).
11.2.3 Landlord and Tenant shall each have the right to represent their
respective interest in each proceeding or negotiation with respect to an Appropriation and to
make full proof of their claims. No agreement, settlement, sale or transfer to or with the
condemning authority shall be made without the consent of Landlord.
11.3 All awards, settlements, and the like for the taking of the Premises, or any part
thereof, shall be paid to Landlord and shall belong to Landlord absolutely, and Tenant shall
have no claim or right against Landlord for the value of any unexpired term of this Lease.
Tenant shall be entitled to any award, settlement or the like applicable to relocation costs, lost
business profits and damage to Tenant's personal property and trade fixtures.
ARTICLE 12
IMPROVEMENTS AND TRADE FIXTURES
12.1 At and after the (I) exercising by Landlord of any remedy under Article 8 or (II)
expiration of the Term or any extension thereof, all window coverings, if any, all improvements
(other than trade fixtures, computer equipment and partitions installed by Tenant} then situated
on the Premises shall belong to Landlord and are hereby quit claimed to Landlord effective upon
the happening of either of said events. Landlord may waive the entitlement given it by this
Article, but only by written notice thereof delivered to Tenant.
12.2 Tenant shall have the right to remove, at its sole cost and expense and at any
time prior to or within ten (10) days after Landlord repossesses the Premises, any unattached
and movable trade fixture, computer equipment or partition installed by Tenant during the Term
or any extension thereof. Any person holding a security interest in such trade fixtures shall have
20080206 Page 8 of 26
the same right of removal or such greater right as Landlord may grant to such person. Tenant
shall, within five (5) days after such removal, (whether the same shall be accomplished by
Tenant or a second party), repair at its sole cost and expense any damage caused to the
Premises by such removal. The foregoing covenant shall survive the termination ar expiration of
this Lease.
12.3 If Tenant fails to remove, pursuant to the foregoing paragraph, any trade
fixture, computer equipment or partition, the same shall be conclusively deemed to be
abandoned by Tenant and shall belong to Landlord absolutely without claim or right on the part
of Tenant.
ARTICLE 13
ASSIGNMENT, SUBLETTING AND ENCUMBERING
13.1 Tenant may not {I) assign, transfer, encumber or hypothecate this Lease or
any interest herein, (II) sublet the Premises, or any part thereof, or (III) enter into a license
agreement or other arrangement whereby the ownership or use of the leasehold estate herein is
held or utilized by another party, without the prior written consent of Landlord. Any such act
{whether voluntary or involuntary, by operation of law or otherwise) prohibited as aforesaid is a
Breach under this Lease and Landlord may terminate this Lease under the provisions of Article
8 above. Tenant shall give at least thirty (30) days written notice to Landlord with regard to any
proposed sublease or assignment. No sublease ar assignment shall be permitted for less then
100°~ of the Premises. Landlord reserves the right to terminate the Lease and recapture the
Premises as of the date of any proposed sublease or assignment. Notwithstanding the
foregoing, Landlord hereby agrees that Tenant shall be permitted to sublease the Premises to
Ohio Supercomputer Center, subject to the terms and provisions of this Lease Agreement.
13.1.1 Landlord's consent to any such act shall not be unreasonably withheld.
Consent to any one such act shall not be deemed or construed to be consent to a future act.
13.2 Anything in the foregoing provisions to the contrary notwithstanding, Tenant
shall be entitled to assign and transfer this Lease to any corporation or affiliated firm owned or
controlled by Tenant, or to the surviving corporation in the event of a consolidation or merger to
which Tenant shall be a party; provided, however, that (I} such subsidiary, affiliated firm ar
surviving corporation shall in writing expressly assume all of the provisions, covenants and
conditions of this Lease on the part of the Tenant to be kept and performed, and (II) no such
assignment or transfer shall act as release of Tenant from any of the provisions, covenants and
conditions of this Lease on the part of Tenant to be kept and performed.
ARTICLE 14
INDEMNIFICATION
14.1 To the extent allowable by Ohio law, Tenant shall indemnify and hold Landlord
harmless from any and all claims, action, liabilities and damages (including reasonable attorney
fees) arising from Tenant's (I} use and occupancy of the Premises, {ii) conduct of its business
and any other activity in or about the premise, (iii} Breach or default in the performance of any
obligation of Tenant under this Lease and (iv) negligence of Tenant or that of any officer,
director, partner, employee, agent, contractor invitee or licensee of Tenant, In case any action
or proceeding be brought against Landlord by reason of such claim, Tenant upon notice from
Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord. Tenant acknowledges that it is an Ohio municipal corporation, and further
acknowledges that same or all of the functions and services that would be initiated ar supplied
from within the Premises could potentially affect its services to the citizens of the municipality
and/or its daily operations. Although Landlord will make every reasonable effort to make the
Premises and the intended functionality available to Tenant, Tenant specifically includes these
20080206 Page 9 of 26
activities, and said potential third party claims andlar lost profits, under the hold harmless and
indemnification it is providing to Landlord hereunder, including any instance of unavailability of
access to or operation or use of the disaster functions to be performed within the Premises,
whether due to an emergency situation or otherwise.
14.2 Landlord ar its agents shall not be liable for any lass ar damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which
may leak from any part of the building in which the Premises is located, or from the pipes,
appliances or plumbing works therein or from the roof, street or subsurface ar whatsoever,
unless caused by or due to negligence or intentional acts or omissions to act of Landlord, its
employees, contractors, agents, customers or invitees. Tenant shall give prompt notice to
Landlord in case of a casualty ar accident in the Premises.
ARTICLE 15
ENTRY BY LANDLORD
15.1 Landlord reserves the right at reasonable business hours and upon reasonable
notice to Tenant to (I) enter the Premises to inspect the same, (II) perform services required of
Landlord as provided in the Lease, {III) take possession under Article 8, (IU) submit the
Premises to prospective purchasers, mortgagees or tenants, {U) past notices of non-
responsibility, and {UI) repair the Premises (and any portion of the building in which the
Premises are situated) that Landlord may deem necessary or desirable and may take such
reasonable steps as required to perform same.
ARTICLE 16
DEFAULT BY LANDLORD
16.1 Except for Landlord's obligations set forth in Exhibit 4.1 (A) of this Lease, which
obligations are material to Tenant's performance under this Lease, Landlord shall not be in
default of this Lease unless Landlord fails to perform obligations required of Landlord within a
reasonable time, but in no event later than thirty (30) days after written notice by Tenant to
Landlord specifying wherein Landlord, has failed to perform such obligation; provided,
however, that if the nature of Landlord's obligation is such that more than thirty (30) days are
required for performance, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently prosecutes same to
completion. In no event shall Tenant have the right to terminate this Lease as a result of
Landlord's default and Tenant's remedy shall be limited to damages therefore.
ARTICLE 17
ATTORNEY'S FEES
17.1 If either party commences litigation against the other for the specific
performance of this Lease, for damages for the Breach hereof or to otherwise enforce any
remedy hereunder, the prevailing party shall be entitled to recover from the other party such
costs and reasonable attorney's fees as may be incurred.
ARTICLE 18
NOTICES
18.1 Notices, requests, demands and documents required or desired to be given
hereunder shall be in writing and delivered either personally or by deposit into the United States
mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the
party at its address set forth at the beginning hereof, or to such other address as notice thereof
may have been given pursuant hereto. If delivered personally, delivery shall be conclusively
20080206 Page 10 of 26
deemed effected at such time. If delivered by certified or registered mail, delivery shall be
conclusively deemed effected at the time of receipt.
If to Occupant: Ms. Jane Brautigam, City Manager
City of Dublin
5200 Emerald Parkway
Dublin, Ohio 43017
With a copy to: Mr. Gregory Dunn
Schottenstein, Zox & Dunn, LPA
250 West Street
Columbus. Ohio 43215
If to Owner: OCLC Online Computer Library Center, Inc.
Attn: Gene Oliver
6565 Kilgour Place
Dublin, OH 43017
With a copy to: OCLC Online Computer Library Center, Inc.
Attn: Legal Department
6565 Kilgour Place
Dublin, OH 43017
ARTICLE 19
CERTIFICATE OF GOOD STANDING
19.1 Tenant shall, after written request of Landlord, execute, acknowledge and
deliver to Landlard or to Landlord's mortgagee, proposed mortgagee, ar proposed purchaser of
the Project, reasonable estoppel certificates requested by Landlord, which estoppel certificates
shall show, at a minimum, whether the Lease is in full farce and effect and whether any changes
may have been made to the Lease; whether the term of the Lease has commenced and Rent is
accruing; whether there are any defaults by Landlard and, if so, the nature of such defaults;
whether possession has been assumed and all improvements to be provided by Landlard have
been completed; and, whether Rent has been paid more than thirty {30) days in advance and
whether there are liens, charges ar offsets against Rent of any type due or to become due and
whether the address for Tenant shown on such estoppel certificate is accurate. If requested by
Tenant in writing, Landlord shall provide Tenant with a reasonable estoppel certificate, which
estoppel certificates shall show, at a minimum, whether the Lease is in full force and effect and
whether any changes may have been made to the Lease; whether the term of the Lease has
commenced and Rent is accruing; whether there are any defaults by Tenant and, if so, the
nature of such defaults; whether possession has been assumed and all improvements to be
provided by Tenant or Landlord have been completed; and, whether Rent has been paid more
than thirty {30) days in advance and whether there are any sum certain liens, or excess charges
of any type due from Tenant, and whether the address for Landlord shown on such estoppel
certificate is accurate.
ARTICLE 20
GENERAL PROVISIONS
20.1 Any holding over after the expiration of the term with the express or implied
consent of Landlord shall be construed to be a tenancy from month to month only, at the same
Rent, and other termslconditions herein set forth (the Term shall be construed to include any
extension thereof).
20080206 Page 11 of 26
20.2 Timely performance of this Lease by each party is essential
20.3 The waiver by Landlord of the breach of any term, covenant or condition herein
contained shall not be deemed to be a waiver of a subsequent breach of such term, covenantor
condition. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be
a waiver of any preceding breach by Tenant of any term, covenant ar condition of this Lease,
other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such rent.
20.4 Tenant shall faithfully observe and comply with reasonable rules and
regulations that Landlord shall, from time to time, promulgate andlor modify as to the parking
areas and other common or public areas of the building. The rules and regulations shall be
binding upon the Tenant upon delivery of a copy thereof to Tenant. Landlord shall not be
responsible to Tenant for the nonperformance of any of said rules and regulations by Landlord
or its employees, contractors, agents, customers, and invitees.
20.5 Tenant shall not affix, attach or otherwise place any sign on the roof, exterior wall
or interior common hallway wall of the building without the prior written consent of Landlord.
20.6 Upon written request of Landlord, Tenant will execute and deliver such
documents necessary to subordinate its leasehold estate to the lien of any mortgage or deed of
trust encumbering the building and the Premises. In the event of a foreclosure of any mortgage
or deed of trust or deed in lieu thereof, Tenant shall attorn to the purchaser or grantee thereof
and recognize such party as Landlord hereunder.
20.7 This Lease and all of the covenants and conditions herein contained shall be
binding upon and shall inure to the benefit of the assigns and other successors in interest (to the
extent permitted hereunder} of each of the parties.
20.8 The title or captions of the Articles of this Lease are for reference purposes only
and have no effect upon the construction or interpretation of any part hereof. The use herein of
the singular includes the plural and vice versa, and the use herein of the neuter gender includes
the masculine and the feminine and vice versa, whenever and wherever the context so requires.
20.9 If Tenant is a corporation, each individual executing this Lease on behalf of said
corporation represents and warrants that he is duly authorized to execute and deliver this Lease
on behalf of said corporation, in accordance with the bylaws of said corporation, and that this
Lease is binding upon said corporation in accordance with its terms.
20.10 All exhibits, amendments and addendums attached hereto are hereby
incorporated herein and made a part hereof.
20.11 11 This Lease sets forth the entire understanding between the parties hereto
with respect to all matters referred to herein, and the provisions hereof may not be changed or
modified except by an instrument in writing signed by bath parties hereto. Tenant acknowledges
that in executing and delivering this Lease that is not relying on any verbal or written
understanding, promise or representation outside the scope of this Lease and not described or
referred to herein.
20.12 This Lease is made and delivered within the State of Ohio and shall be
construed and enforced in accordance with the laws of the State of Ohio. No conflict of law
provisions shall be invoked so as to use the laws of any other jurisdiction. The exclusive venue
for all cases related to or arising out of this Agreement shall be the state and federal courts in
Franklin County, Ohio.
20080206 Page 12 of 26
20.13 Delivery of this Lease, duly executed by Tenant, constitutes an offer to lease
the Premises as herein set forth, and under no circumstances shall such delivery be deemed to
create an option or reservation to lease the Premises for the benefit of Tenant. This Lease shall
only become effective and binding upon execution hereof by Landlord and delivery of a signed
copy to Tenant.
ARTICLE 21
ADDITIONAL MATTERS
21.1 Telecommunications, computers, LANs, telephones ar other electrical
connective services (including hardware, software and usage charges} are not included in the
Rent. Landlord and Tenant shall meet and determine the needs of Tenant, and the cast to
provide same to be paid by Tenant to Landlord. All such services shall be installed or furnished
by Tenant, upon approval of Landlord, which approval shall not be unreasonably withheld, and
shall be at the sole expense of Tenant. All actions and determinations to be made by either
party under this Agreement shall be made in accordance with, and shall conform to all
applicable requirements of the Telecommunications Act of 1996, as amended from time to time,
and the rules of the Federal Communications Commission ("FCC"} adopted pursuant to
authority delegated to the FCC therein (collectively, the "Act").
21.2 The fitness center located in the Building or in any other building owned by
Landlord is not included under this Lease, and is not to be used by Tenant's employees,
contractors, agents, customers, or invitees.
21.3 Landlord will furnish minimal receptionist services, consisting primarily of
responding to directional inquiries.
21.4 The details of Tenant's specific use of the Premises are further set forth on
Exhibit 4.1 {A}.
21.5 In the event of an emergency affecting the operations of Landlord, Landlord will
communicate with Tenant as to available access to the Premise. Tenant understands and
acknowledges that the operation of Landlord {and access to the Premises by Tenant) must take
priority over the interests granted to Tenant under the Lease. In the event of a life ar facilities
threatening emergency, Landlord will take whatever action necessary to secure its facility,
including but not limited to an immediate shutdown of power. Prorated adjustments to the Rent
shall be made in the event such event prevents Tenant's access to the Premises, but there shall
be no other liability to Tenant or to any third party as a result thereof.
In witness whereof, this Lease has been executed as of the date set forth at the beginning hereof.
Tenant:
City of Dublin, Ohio
By:
Title:
Date:
Landlord:
OCLC Online Computer Library Center, Inc.
By:
James T. Houfek
Title: Vice President
Date:
20080206 Page 13 of 26
LESSOR ACKNOWLEDGEMENT
STATE OF OHIO
}ss
COUNTY OF FRANKLIN }
Acknowledged before me this day of , 2Q08, by James T. Houfek, a Vice President OCLC
ONLINE COMPUTER LIBRARY CENTER, INC. the "Lessor" in the foregoing instrument, for and on behalf of
said Lessor.
Barbara S. Lynch
Notary Public, State of Ohio
My Commission Expires October 1, 2011
LESSEE ACKNOWLEDGEMENT
STATE OF OHIO
}ss
COUNTY OF FRANKLIN }
Acknowledged before me this
day of , 2~~8,
by ,the of The City of Dublin, an Ohio municipal
corporation, for and on behalf of the corporation, the "Lessee" in the foregoing instrument.
Notary Public
My Commission Expires:
(seal}
20080206 Page 14 of 26
EXHIBITS LIST
Exhibit A-1: Drawing of the Premises
Exhibit A-2: Facilities Description
Exhibit 4.1 (A) Tenant Details
Exhibit 4.1 (B} Landlord Access Rules and Regulations
Exhibit B Existing Conduit
20080206 Page 15 of 26
EX H I BIT A-'I
Drawing of the Premises
West
OCLC Kilgour Data Center
Second Floor
February 01, 2008
OSC Equipment Location
z
0
EXHIBIT A-2
Facilities Description
OCLC Online Computer Library Center, Inc. 6565 Kilgour Place Dublin, OH 43017-3395 USA
Environment Description
The Premises is located on the second floor of the Kilgour building, one of five OCLC buildings
that reside on a 100-acre campus, located just off I-270 in Dublin, Ohio. The Kilgour Premises is
contained in a purpose built data center.
There is ready access to loading docks on the lower level and freight elevators to easily move
computer equipment in and out of the Premises. NOTE: NO OCLC staff can sign for the
receipt of tenant shipments.
Access to all OCLC facilities is controlled through security badges, with computer rooms having
the most restricted access. Security cameras are located throughout the facility and within each
computer room. Entry to the Kilgour building is staffed 24 x 7 with receptionists or security
guards.
20080206 Page 17 of 26
EXHIBIT 4.1(A~
Tenant Details
Tenant intends to use the Premises to create a point of presence within the Kilgour Building.
OCLC grants to Tenant anon-exclusive license and right to, within the rack space provided by
Landlord, install, operate, maintain, and repair fiber optic and associated telecommunications
equipment.
Landlord will provide dual, diversely routed conduit access into the Kilgour building as depicted
on Exhibit B. Landlord will provide internal conduit access for the purpose of extending the fiber
access from external access termination points (within the facility at basement level) to the
second floor computer room in close proximity to the designated rack. Landlord will provide 16
fibers in the conduit for Tenant's exclusive use. Landlord will provide Tenant with one empty
innerduct for Tenant's exclusive use.
Tenant is responsible far any and all fees associated with connecting fibers to their endpoints.
Landlord will provide photo identification access badges for Tenant's employees for the purpose
of accessing the 2nd floor computer room. Said employees will register at the front desk upon
arrival and will whenever practicable have given prior notification to the OCLC operations team
that they will be in the 2nd floor computer roam. OCLC Operations requires one point of contact
far Tenant that is available 24 x 7 x 365 for verification of access authorization.
When leaving, they will sign out and notify OCLC operations team. Photo identification holders
will not need to be escorted. There is a single door exit into the 2nd floor office area; this exit will
be used only in the event of an emergency.
Landlord will provide temporary badges for the contractors of Tenant for the purpose of
maintenance or consulting activities. These contractors will need to sign in at the front desk and
must be escorted, either by an employee of the Landlord with computer room access or by an
employee of Tenant holding a valid access badge. In the event a Tenant's employee is not the
escort, Tenant must authorize access by the contractor with Landlord in advance via OCLC
operations. Landlord will provide up to 10 escort events (in /out is a single event} per month at
na charge. Each additional escort event will be charged at $50. The contractor will be required
to be escorted out. Landlord's employees will not supervise the activity of the contractor while
on the premises.
Landlord agrees to provide Tenant with advance notification of scheduled power maintenance
activities and of substantial changes to the power configuration (provider, number of feeds,
capacities, plant design, etc). Landlord will make commercially reasonable efforts to notify as
quickly as possible in the event of emergency or otherwise unplanned maintenance activities.
Landlord and Tenant will engineer a power solution that addresses Tenant's immediate and
planned power requirements. The power solution will be reviewed annually or as major
changes are made, by either party, that would affect Tenant's intended use. Tenant will bear the
cost of any power equipment installed solely for its use or solely to meet a requirement unique
to their environment. Landlord agrees to make changes to its power plant, as requested by
Tenant, in a timely manner. The initial power solution is attached hereto and marked as
Schedule 1.
All cables will be run under the raised floor, unless otherwise approved by Landlord. Landlord
will install power drops per the specifications of Tenant's plan as detailed on Schedule 1, and
20080206 Page 18 of 26
will bill Tenant far Landlord's casts without markup. Landlord will facilitate internal network
connectivity to the carrier per those specifications.
Landlord reserves the right to approve routing of any cables external to the building. Tenant will
bear all costs for installation of the cable (trenching, penetrating foundation, and internal wiring).
20080206 Page 19 of 26
SCHEDULE1
Initial Power Solution
1. Prior to occupancy, Landlord and Tenant will design the power solution to support
Tenant's intended use. The design will specify the number and location of racks, and the paver
requirements for equipment that will be installed in said racks.
20080206 Page 20 of 26
EXHIBIT 4.1(B)
LANDLORD ACCESS RULES AND REGULATIONS
Sidewalks, halls, passages, exits and entrances shall not be obstructed by Tenants ar used by
them for any purpose other than for ingress to and egress from their respective Premises. The
halls, passages, exits and entrances are not for the use of the general public and Landlard shall it
all cases retain the right to control and prevent access thereto by all persons whose presence in
the judgment of Landlord shall be prejudicial to the safety, character, reputation and interests of
the Building and its Tenants, provided that nothing herein contained shall be construed to prevent
such access to persons with whom any Tenant normally deals in the ordinary course of such
Tenant's business unless such persons are engaged in illegal activities. No Tenant and no
employees or invitees of any Tenant shall go upon the roof of the Building, except as authorized
by Landlord.
No sign, placard, picture, name, advertisement ar notice visible from the exterior of leased
Premises shall be inscribed, painted, affixed, installed or otherwise displayed by any Tenant either
on its Premises or any part of the Building without the prior written consent of Landlord and
Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or
notice without notice and at the expense of the Tenant.
If Landlord shall have given such consent to any Tenant at any time, whether before or after the
execution of the Lease, such consent shall in no way operate as a waiver or release of any of the
provisions hereof or of such Lease and shall be deemed to relate only to the particular sign,
placard, picture, name, advertisement or notice so consented to by Landlard and shall not be
construed as dispensing with the necessity of obtaining the specific written consent of Landlord
with respect to any other such sign, placard, picture, name, advertisement or notice.
No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or
decorations shall be attached to, hung or placed in, or used in connection with, any window or
door on any Premises without the prior written consent of Landlord. In any event, with the prior
written consent of Landlord, all such items shall be installed inboard of Landlord's standard
window covering and shall in no way be visible from the exterior of the Building. No articles shall
be placed or kept on the window sills so as to be visible from the exterior of the Building. No
articles shall be placed against glass partitions or doors that might appear unsightly from outside
Tenant's Premises.
Except with the written consent of Landlord, no person or persons other than those approved by
Landlord shall be permitted to enter the Building far the purpose of cleaning same. No Tenant
shall cause any unnecessary labor by reason of such Tenant's carelessness or indifference in the
preservation of good order and cleanliness of the Premises. Landlord shall in no way be
responsible to any Tenant far any loss of properly on the Premises, however occurring, or for any
damage done to the effects of any Tenant by the janitor or any other employee or any other
person.
Each Tenant shall see that the doors of its Premises are closed and securely locked and must
observe strict care and caution that all water faucets or water apparatus are entirely shut off before
the Tenant or its employees leave such Premises, and that all utilities shall likewise be carefully
shut off, sa as to prevent waste or damage, and for any default or carelessness the Tenant shall
make good all injuries sustained by other Tenants or occupants of the Building or Landlord.
Tenant shall not obstruct, alter or in any way impair the efficient operation of Landlord's heating,
ventilating and air conditioning system. Tenant shall not tamper with thermostats.
20080206 Page 21 of 26
Na Tenant shall alter any lock or access device or install a new or additional lock ar access device
or any bolt on any door of its Premises without the prior written consent of Landlord. If Landlord
shall give its consent, the Tenant shall in each case furnish Landlord with a key for any such lock.
No Tenant shall make or have made additional copies of any keys or access devices provided by
Landlord. Each Tenant, upon the termination of the Tenancy, shall deliver to Landlard all the keys
or access devices for the Building, offices, rooms and toilet rooms which shall have been furnished
the Tenant or which the Tenant shall have had made. In the event of the loss of any keys or
access devices so furnished by Landlord, Tenant shall pay Landlord therefor.
10. The toilet roams, toilets, urinals, wash bowls and other apparatus shall not be used far any
purpose other than that for which they were constructed and no foreign substance of any kind
whatsoever shall be thrown therein. The expense of any breakage, stoppage or damage resulting
from the violation of this rule shall be borne by the Tenant who, or whose employees, contractors,
agents, customers or invitees, shall have caused it.
11. No Tenant shall use or keep in its Premises or the Building any kerosene, gasoline or inflammable
or combustible fluid or material. No Tenant shall use any method of heating or air conditioning
outlet other than that supplied by Landlord.
12. No Tenant shall use, keep or permit to be used or kept in its Premises any foul or noxious gas or
substance or permit or suffer such Premises to be occupied or used in a manner offensive or
objectionable to Landlard or other occupants of the Building by reason of noise, odors andJor
vibrations or interfere in any way with other Tenants or those having business therein, nor shall
any animals be brought or kept in or about any Premises of the Building.
13. No cooking shall be done or permitted by any Tenant on its Premises, nor shall Premises be used
for lodging.
14. Except with the prior written consent of landlord, no Tenant shall sell or permit the sale, at retail, of
newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on
the Premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry
on, the business of stenography, typewriting or any similar business in or from any Premises for
the service or accommodation of occupants of any other portion of the Building, nor shall the
Premises of any Tenant be used for the storage of merchandise or for manufacturing of any kind,
nor shall the Premises of any Tenant be used for any improper, immoral or objectionable purpose,
or any business or activity other than that specifically provided for in such Tenant's Lease.
15. No baring or cutting for wires will be allowed without the prior written consent of Landlord. The
location of burglar alarms, telephones, call boxes and other office equipment affixed to all
Premises shall be subject to the written approval of Landlord.
16. No Tenant shall lay linoleum, tile, carpet or any other floor covering so that the same shall be
affixed to the floor of its Premises in any manner except as approved in writing by Landlord. The
expense of repairing any damage resulting from a violation of this rule of the removal of any floor
covering shall be borne by the Tenant by whom or whose contractors, employees or invitees the
damage shall have been caused.
17. Business machines and mechanical equipment belonging to Tenant which cause noise or
vibration that may be transmitted to the structure of the Building ar to any space therein to such a
degree as to be objectionable to Landlord or to any Tenants in the Building shall be placed and
maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to
20080206 Page 22 of 26
eliminate noise ar vibration. The persons employed to move such equipment in ar out of the
Building must be acceptable to Landlord.
18. No Tenant shall place a load upon any floor of the Premises that exceed the load per square foot
that such floor was designed to carry and which is allowed by law. No Tenant shall mark, or drive
nails, screw or drill into, the partitions, woodwork ar plaster or in any way deface such Premises ar
any part thereof.
19. No Tenant shall install, maintain or operate upon the Premises any vending machine without the
written consent of Landlord.
20. There shall not be used in any space, or in the public areas of the Building, either by any Tenant
or others, any hand trucks or such other material-handling equipment except as Landlord may
approve in writing. No other vehicles of any kind shall be brought by any Tenant into or kept in or
about the Premises.
21. Tenant shall stare all its trash and garbage within the interior of its Premises. No material shall be
placed in the trash boxes or receptacles if such material is of such nature that it may not be
disposed of in the ordinary and customary manner of removing and disposing of trash and
garbage in the city without violation of any law or ordinance governing such disposal. All trash,
garbage and refuse disposal shall be made only through entryways provided for such purposes
and at such times, as Landlord shall designate.
22. Canvassing, soliciting, distribution of handbills ar any other written material, and peddling in the
Building are prohibited and Tenant shall cooperate to prevent the same. No Tenant shall make
room-to-room solicitation of business from other Tenants in the Building.
23. Landlord shall reserve the right, exercisable without notice and without liability to any Tenant, to
change the name and address of the Building.
24. Landlord reserves the right to exclude or expel from the Building any person who, in Landlord's
Judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the
rules and regulations of the Building.
25. The Landlord shall have the right to prohibit any advertising by any Tenant that, in Landlord's
opinion, tends to impair the reputation of the Building or its desirability as an office building and
upon written notice from Landlord any Tenant shall refrain from or discontinue such advertising.
26. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations
established by Landlord or any governmental agency.
27. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and
pilferage, which includes keeping doors locked and other means of entry to the Premises closed.
28. The requirements of Tenant will be attended to only upon application at the office of the Building
by an authorized individual. Employees of Landlord shall not perform any work or do anything
outside of their regular duties unless under special instructions from Landlord, and na employees
will admit any person (Tenant or otherwise} to any office without specific instructions from
Landlord.
29. Landlord may waive any one or mare of these Rules and Regulations for the benefit of any
particular Tenant or Tenants, but no such waiver by Landlord shall be construed as a waiver of
20080206 Page 23 of 26
such Rules and Regulations in favor of any other Tenant or Tenants, nor prevent Landlord from
thereafter enforcing any such Rules and Regulations against any or all Tenants of the Building.
30. Landlord reserves the right to make such other reasonable Rules and Regulations as in its
judgment may from time to time be needed for safety and security, for care and cleanliness of the
Building and for the preservation of good order therein. Tenant agrees to abide by all such Rules
and Regulations hereinabove stated and any additional Rules and Regulations that are adopted.
31. Tenant shall be responsible for the observance of all the foregoing Rules and Regulations by
Tenant's employees, contractors, agents, guests, customers or invitees.
32. These Rules and Regulations as they may be subsequently amended shall be deemed to be
incorporated in the Lease attached hereto and in the event of any inconsistency between the
terms of the Lease and the terms of the Rules and Regulations, the terms of the Lease shall
survive and supersede the terms of these Rules and Regulations.
33. No air conditioning unit or other similar apparatus shall be installed or used by any Tenant without
the written consent of Landlord.
34. Common Areas, as defined in the Lease, shall include but not be limited to the fallowing:
automobile parking areas, driveways, entrances and exits, truck ways, loading docks, sidewalks,
ramps, landscaped areas, corridors serving more than one occupant or required by code,
restrooms and other public facilities not located within the Premises of any single occupant,
maintenance or storage areas used exclusively for maintenance of the Common Areas to which
free access may not be allowed except to authorized personnel and other areas and
improvements provided by Lessor for the general use in common of Tenants, their officers, agents,
employees and customers and other facilities furnished by Landlord in ar near the complex,
including employee parking areas and perimeter sidewalks, embankments ar fences.
35. Battery Power -Devices that run on household batteries not exceeding 12 volts in total are
permitted, however no more than 8 batteries may be used in series to achieve the 12-volt level (in
general household batteries are 1.5 volts each, therefore 8 x 1.5 volts = 12 volts}. Use of
household battery chargers (Ni-Cad, NiMH, etc.) by Tenant is prohibited. Small wafer batteries of
the type found in calculators are approved far use by Tenant.
36. Solar Power -Devices that use a small solar panel such as found an calculators are approved for
use by Tenant.
37. USB Power -USB devices are generally approved for use by Tenant with the exception of USB
powered fans and cup warmers.
38. Extension cords -All extension cords used by Tenant must have enough residual capacity to
support equipment and contain wire gauge of appropriate size to handle the electrical load.
39. Small Electric Devices -Cell Phone and Blue Tooth chargers which plug into electric outlets are
not permitted for use by Tenant.
40. Speakers -Speakers that run off of battery power, and are acceptable by the battery category
above, are permitted for use by Tenant.
41. The use of electric plug-in appliances by Tenant is prohibited. These devices include:
a. Heaters, cup warmers, heat plates, etc.
20080206 Page 24 of 26
b. Fans or other cooling devices
c. Kitchen appliances-coffee makers, microwaves, blenders, mini-fridges, etc.
d. Personal lights-halogen, incandescent, holiday lights, etc.
e. Radios, TVs, CD players, calculators, battery chargers, cell phone chargers/cradles, PDA
chargers, speakers, etc.
42. The display or use of items such as candles, ar incense burners, by Tenant is prohibited.
43. The City of Dublin has enacted an ordinance to prohibit smoking in places of employment. OCLC
prohibits smoking or use of tobacco products in all facilities, on the grounds, parking areas, loading
docks, and all external areas belonging to OCLC. The only exceptions are in designated smoking
shelters near the northwest corner of the Kilgour Building and near the northwest corner of the
Smith Building. These provisions apply to Tenant.
20080206 Page 25 of 26
EXHIBIT B-Existing Conduit
~~~
~~~
so
i
. .
02003 PeLOrme 17
wrwvv.tlElCrme rnm 0 140 i80 4?G 56D 7ei0
Street Atles USA®2004 MN (0 0°+/VJ Data Zuom 1A-?
•'-'tiole. The drawtugs uu tlus dragruw are [or reverence Duly mul are not to scale
OCLC Redundant Lateral Project
Ar~g. f, ?006
aa_
Ul'Ll Onvcrvay
i
J// f
m ~n ~-, rn ,,,~,,,
vvvv~r ~~rkrnic.coni II 1411 X00 S'll it-ill ~(1 (1
Slr eel Ailaa OSAg~20U~ nM tV,V'°, Y Cata Lnnc~ 15-ri
""Note: The drawings on [his drgram are fer reference only and are not to scale
20080206 Page 26 of 26