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HomeMy WebLinkAbout135-87 Ordinance , RECORD OF ORDINANCES . National Graphics Corp" Cols., O. '" Form No, 2806-A Ordinance No, __1:t5__I.H__ Passed - ------------- _______19__ AN ORDINANCE TO AUTHORIZE THE MANAGER TO ENTER INTO A LEASE AGREEMENT FOR SPACE LOCATED AT 5131 POST ROAD, DUBLIN, OHIO, AND DECLARING AN EMERGENCY NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of Ohio, 7 of the elected members concurring: Section 1. Whereas the Administrative Staff of the City of Dublin requires additional office space for its staff; and Section 2. That whereas the City Manager of the City of Dublin be authorized to enter into a Lease Agreement (Exhibit A) for space located at 5131 Post Road, Dublin, Ohio. Section 3. That this Ordinance is hereby declared to be an emergency measure necessary for the preservation of the public peace, health and safety and therefore this Ordinance shall take effect and be in force immediately upon its passage. Passed this 16th day of November , 1987. Mayor Officer Attest: 0Ma<J ~. ri-Al~y.J Clerk of Council I I Sponsor: City Manager I f hereby certify that copies of thi~ O:dinance/Resoluti,on were posted in the Village of Dublin III accordance witt. Section 131.25 of tha Ohio Revised Code, ,J~dO '7J/ tIU~ Clerk of Council ,I' . '.. LEASE AGREEMENT EXECUTED BY AND BETWEEN FRANTZ ROAD OFFICE GROUP - LESSOR AND CITY OF DUBLIN - LESSEE DATED: NOVEMBER 9, 1987 ~::~ TABLE OF CONTENTS ~ Reci tals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1. Definitions.................................. 1 2. Term...................................... 1 3. Base Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 4. Operating, Maintenance, Taxes, and Other Expenses. . . . 2 5. Budget for Operating, Maintenance, Taxes, and Other Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 3 6. Construction and Completion of Premises. . . . . . . . . . . . 4 7. Assignment by Lessor. . . . . . . . . . . . . . . . . . . . . . . . . . . 4 8. Services.................................... 5 9. Quiet Enjoyment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 10. Certain Rights Reserved to the Landlord. . . . . . . . . . . . . 6 11. Estoppel Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . 7 12. Indemnification and Waiver of Certain Claims. . . . . . . . . 7 13. Liability Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 14. Holding Over. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 15. Assignment and Subletting. . . . . . . . . . . . . . . . . . . .. . . 9 16. Condition of Premises. . . . . . . . . . . . . . . . . . . . . . . . . . 9 ,~ -~. ---- <.--- -~_._~_._-- 17. Use of Pre m ises . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 18. Repairs . . . . .. .............. .............. .. 10 19. Untenability.. .............. .............. " 10 20. Eminent Domain. . . . . . . . . . . . .. .............. . 11 21. Lessor's Remedies. . . . . . . . . . . . .. .............. 12 -('; , TABLE OF CONTENTS CONTINUED Page -2- ~ 22. Subordination of Lease. . . . . . . . .. .............. 14 23. Notices and Consents. . . . . . . . . . . . .. ........... 14 24. No Estate in Land. .............. ............. 15 25. Invalidity of Particular Provisions. . . . . . . . . . . . .. .. 15 26. Miscellaneous Taxes. .............. ........... 15 27. Brokerage. . .. .............. ............... 15 28. Special Stipulations. . . . . . . . . . . . .. ............. 15 29. Security Deposit. . . . . . . . . . . . .. ............... 17 30. Substitute Premises. . . . . . . . . . . . .. ............. 17 31. Lessor's and Lessee's Work. . . . . . . . .. ............ 17 ----- LEASE AGREEMENT By this Lease Agreement (hereafter sometimes referred to as the "Lease") dated this 9th day of November, 1987, by and between Frantz Road Office Group, an Ohio General Partnership (hereafter referred to as the "Lessor") and the City of Dublin, (hereafter referred to as the "Lessee"), Lessor hereby Leases unto Lessee, and Lessee accepts and Leases from Lessor the Premises as hereinafter described for the term, the rent, and subject to the conditions and covenants hereinafter provided. In consideration thereof the parties covenant and agree as follows: 1. Definitions Unless the context otherwise specifies or requires, the following terms shall have the meanings herein specified; (a) The term "Real Property" shall mean the real estate commonly known as 5131 Post Road, Dublin, Ohio. (b) The term "Building" shall mean a three (3) story office building containing approximately forty-six thousand two hundred sixty-seven (46,267) square feet of leasable space, more or less. (c) The term "Premises" shall mean that portion of the Building outlined in red in the diagram attached hereto and marked as Exhibit "A". The Premises contains five thousand four hundred ninety-two (5,492) square feet of space. (d) The term "Common Area" shall mean all areas, space, improvements and facilities in or near the Building provided by Lessor for the com mon or joint use and benefit of the occupants of the Building, their officers, agents, employees, servants, and invitees, including, but not limited to, all parking areas, access roads, driveways, entrances, exits, sidewalks, loading docks, ramps, corridors, halls, restrooms, lobbies, stairs, elevators, and landscaped areas. (e) The term "Real Estate, Taxes and Assessments" shall mean the following: (i) all real estate taxes, including state equalization factor, if any, payable (adjusted after protest or litigation, if any) for any part of the term of this Lease, exclusive of penalties or discounts, on the Real Property and the Building; (ii) any taxes which shall be levied in lieu of such taxes on the gross rentals of the Real Property and the Building; (iii) any special assessments against the Real Property and the Building which shall be required to be paid during the calendar year with respect to which taxes are being assessed; and (iv) the expenses of contesting the amount or validity of any such taxes, charges or assessments, such expense to be applicable to the period for the item contested. 2. TERM The term of this Lease shall commence on the fifteenth (15) day of December, 1987 (hereafter referred to as the "Commencement Date"), and unless sooner terminated, shall end on 14th day of December, 1990, (hereafter referred to as the "Expiration Date") for a term of three (3) years, zero (0) months. Lessor shall give possession of the Premises to Lessee on the Commencement Date. In the event the Premises are not available for occupancy on such date, this Lease shall not be void. or voidable, nor shall Lessor be liable to Lessee for any damages resulting therefrom, and provided the delay is not occasioned by acts or omissions of the Lessee, the Base Rent, and Operating, Maintenance, Taxes and Other Expenses, as hereafter provided, shall be waived and abated for the period between the Commencement Date and the date the Premises are available for occupancy, and the Expiration Date shall be extended by the time period necessary to assure that the term shall be for the period described above. Lessee, subject to 180 days written notice, may cancel the contract at the end of the second full year under the following circumstances: 1) Movement by the City into any other building owned by the City. 2) Movement by the City into their own new office building. The penalty for termination of the contract at any time after the second year, but prior to expiration of the initial term will be calculated using the following methodology: The daily lease rate of $203.13/day (ie Annual Rate/365) (x) The number of remaining on the lease (x) One-half 3. BASE RENT The Lessee shall pay to the Lessor as Base Rent, in legal tender at the building manager's address at G. W. Banning Associates, Inc., 438 East Wilson Bridge Road, Suite 250, Worthington, Ohio 43085, or such other address as may be designated by Lessor the sum of: Months 1- 6 - $3,375.00/mo. Months 7-12 - $3,937.50/mo. Months 13-18 - $5,062.50/mo. Months 19-36 - $6,178.50/mo promptly on the first day of every calendar month of the term, beginning on the Commencement Date, unless the Premises are not available for occupancy on such date, in which case the first payment shall be due and payable upon the date the Premises are available for occupancy and shall be prorated, in advance for such partial month. The Base Rent will be abated for the first month of occupancy. The base rent is a full service rate that includes the annual equivalent of $4.00 per square foot to be allocated toward operating, maintenance, taxes and other expenses as defined in Section 4. Should expenses exceed $4.00 per square foot, the Lessee will be asessed for their pro rata share of the overage amount. The Base Rent shall be payable without demand, the same being hereby waived, and without any set off or deduction whatsoever. 4. OPERATING, MAINTENANCE, TAXES AND OTHER EXPENSES In addition to the Base Rent specified in Section Three (3) above, Lessee agrees to pay its proportionate share of Operating, Maintenance, Taxes and Other Expenses in excess of $4.00 per square foot as hereinafter defined. Copies of the Entire Agreement are Available in the City Manager's Office. -2- The amount of Lessee's proportionate share of Operating, Maintenance, Taxes and Other Expenses as described within this Section shall be [eleven and nine Percent (11.9%)] of the total Operating, Maintenance, Taxes and Other Expenses as hereafter described. This percentage has been determined by taking the number of square feet contained within the Premises as hereinabove described, and dividing the same by total rentable square feet contained within the Building. Operating, Maintenance, Taxes and Other Expenses are defined as expenses incurred by a reasonable and prudent operator of an investment office building in Columbus, Ohio, and shall include but not be limited to the following: All costs incurred in connection with the operation, inspection and servicing of the Building and Real Property, including outside maintenance contracts, servicing of the elevators, electrical, plumbing, heating, air conditioning and mechanical equipment and the cost of materials, supplies, tools, and equipment used in connection therewith; costs of utilities, including but not limited to electricity, steam, gas, and fuel; all expenses and costs necessary or desirable to maintain the Building and the Real Property in a good and workmanlike condition; premiums paid for insurance, including but not limited to, boiler, flood, water damage, fire and extended coverage, liability, rental interruption, workers compensation, health, accident and group insurance; water and sewer charges; license, permi t and inspection fees; union dues and subscriptions; cost of wages and salaries of operating personnel, including payroll taxes, federal and state unemployment, and social security taxes, welfare, retirement, vacation and other compensation and fringe benefits; management fees; audi tors fees; reasonable attorney fees; materials and supplies including charges for telephone, postage, stationery supplies, and other materials and expenses required for routine management and operation of the Building and Real Property; repairs to and maintenance of the Building and Real Property; capital and other improvements to the Building and Real Property; Real Estate Taxes, and Assessments, as defined in Section One (1), Paragraph (e); personal property taxes; cost of tools and equipment; any such other costs or expenses normally associated with the operation and maintenance of an investment office building. All of the Operating, Maintenance, Taxes and Other Expenses shall be determined on an accrual basis, and during any lease year, calendar year, or portion thereof in which less than Ninety-five Percent (95%) of the total rentable space of the Building is not leased, Lessor may adjust the Operating, Maintenance, Taxes and Other Expenses for that lease year, calendar year or portion thereof to reflect what the Operating, Maintenance, Taxes and Other Expenses would have been had the building been fully leased. The payment of the Lessee's proportionate share of Operating, Maintenance, Taxes and Other Expenses shall be considered as Additional Rent, and shall be paid in accordance with Section Five (5) entitled Budget for Operating, Maintenance, Taxes and Other Expenses. 5. BUDGET FOR OPERATING, MAINTENANCE, TAXES AND OTHER EXPENSES Relative to the payment of Lessee's proportionate share of Operating, Maintenance, Taxes and Other Expenses, the Lessor shall provide prior to the Commencement Date an estimate, upon review of all reasonably ascertainable information, of its total projected costs for the same for the next ensuing year or the remaining portion of the existing calendar year as Lessor shall determine. Lessor shall thereafter provide to Lessee a statement indicating the same, and the Lessee's proportionate share of the same, and the Lessee's respective monthly contribution of the same. -3- Lessee shall thereafter pay in advance, on the first day of every calendar .month of the term, without demand, the same being hereby waived, and without any set off or deduction whatsoever, and in accordance with all the terms and conditions relative to the payment of Base Rent, its monthly contribution as so projected. These sums are sometimes herein referred to as Additional Rent. Lessor shall upon completion of each Lease year or calendar year as Lessor shall determine, diligently prepare an accounting of the actual costs incurred relative to the same including the Lessee's proportionate share of such actual costs. Lessor shall provide such an accounting to Lessee upon completion of the same. Thereafter, Lessee may upon reasonable notice and during normal business hours, review the books and records of the Lessor as they relate to such estimates and/or accountings, and Lessee may, upon payment of any costs associated therewith, obtain copies of the same. With respect to Lessee's proportionate share, upon determination of the actual costs incurred as set forth above, if such actual costs incurred by Lessor exceed the actual amounts paid by Lessee pursuant to the estimated payments as described above, Lessee shall promptly pay over unto Lessor an amount equal to the difference between the actual costs incurred by Lessor, and the actual amount paid by Lessee relative to such items. In the event the actual amount paid by Lessee exceeded the actual costs incurred by Lessor, Lessee may if Lessee is not otherwise in default of any of the terms and conditions of this Lease requiring payment of monies (i.e. Base Rent, or Additional Rent), at Lessee's option, elect to receive prompt reimbursement of the difference between the amount actually paid by Lessee and the actual costs incurred by Lessor, or Lessee may elect to apply the difference as a credit toward Additional Rent next due and payable. In no case shall Lessor be required to pay Lessee interest on any over payment by Lessee pursuant to this plan. 6. CONSTRUCTION AND COMPLETION OF THE PREMISES Lessor agrees to complete the construction of the Building and Premises upon the Real Property. In the event the Lessor shall be delayed or hindered or prevented in the performance of any obligations required under the Lease by reasons of strike, lockouts, inability to procure labor or materials, failure of power, fire or other acts of God, restrictive governmental laws or regula tions, riots, insurrection, war or any other reason not within the reasonable control of Lessor, then the performance of such obligations shall be excused for the period of such delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. ------- Lessor and Lessee agree that the demised premises shall be constructed as per Exhibit B attached and made a part hereof subject to Lessee's final approval of Lessor's construction drawings. The cost of construction of said drawings shall be borne by the Lessor. 7. ASSIGNMENT BY LESSOR Lessor may sell, assign, transfer, or convey its interest in this Lease or the Real Property, Premises, or Building at any time at its sole and absolute discretion. If Lessor shall sell, assign, transfer or convey the Real Property, Building, or Premises, such sale shall be subject to this Lease, and Lessee shall look to the assignee or transferee of Lessor's interest in this Lease for the performance of Lessor's obligations hereunder, and the Lessor shall from and after such assignment or transfer be relieved and discharged from any and all liabilities and obligations under this Lease. Lessor shall send notice to Lessee of any sale, assignment, transfer, or conveyance prior to the date that the next Base Rent and/or Additional Rent shall be due. 8. SERVICES As long as Lessee is not in default under any of the covenants or provisions of this Lease, Lessor shall maintain the Premises and the Common Areas, in good order and condition except for damage occasioned by the act of Lessee, its employees, agents or invitees, and Lessor shall also provide the following services during reasonable and usual business hours for the term of this Lease and any renewal thereof as follows: (a) Air conditioning and heat for normal purposes, to provide in Lessor's judgment, comfortable occupancy Monday through Friday from 8:00 a.m. to 6:00 p.m. and Saturday from 8:00 a.m. to 1:00 p.m., Sundays and holidays excepted. Lessee agrees not to use any apparatus or device, in or upon or about the Premises which would substantially increase the amount of such services usually furnished or supplied to tenants in the Building, and Lessee further agrees not to connect any apparatus or device with the conduits or pipes, or other means by which such services are supplied, for the purpose of using additional or unusual amounts of such services, without written consent of Lessor which consent shall not be unreasonably withheld; provided however, should Lessee use such services under this provision to excess, Lessor reserves the right to charge Lessee directly for such excessive services. The charge shall be payable as Additional Rental. (b) Electric power for lighting, and office equipment as may be required for comfortable occupancy and use of the Premises. Electric power furnished by the Lessor is intended to be that consumed in normal office use for lighting, and office equipment and Lessor reserves the right, if consumption of electricity exceeds that required for normal office use as specified, to include a charge for such electricity as an addition to the Additional Rent with such charge to be based upon the average cost per unit of electricity for this Building applied to the excess use as determined by an independent engineer selected by the Lessor, or at Lessor's option, to be determined by a submeter to be furnished and installed at Lessee's expense. (c) Lessor shall not be responsible for providing or maintaining any specialized use of heating, electricity or energy for Lessee's special needs or uses including, but not limited to, highly regulated and controlled heating, electricity and energy for the operation of computers and related equipment, communication equipment, dedicated lines, microwave energy and the like. Lessee shall be soley responsible for providing specialized energy and power needs to its satisfaction and herein specifically releases Lessor from any damages resulting to Lessee for any interruption of power and energy supplied by Lessor to =" ',.=_'_ ~'cL~ssee., -~cc=_c~,' =_="'~~_ ~ =~ = ,~, _, __ ~, (d) Water for drinking, lavatory and toilet purposes from the regular Building supply (at the prevailing temperature) through fixtures installed by Lessor, (or by Lessee with Lessor's written consent). (e) Lighting replacement, public restroom supplies, window washing with reasonable frequency, and janitor service to the Premises and Common Areas during the times and in the manner that such janitor services are customarily furnished in general office buildings in the area. -5- (f) Non-exclusive parking will be provided on the adjacent parking lot':on such terms and conditions as set forth in Rules and Regulations of Lessor .. ." which may be adopted and amended from time to time. Such Rules and Regulations may require Lessees and its employees, agents, guests and invitees ~' to use or not to use certain areas of the parking lot but if the use of parking is not otherwise regulated by the Rules and Regulations, parking shall be on an unallocated basis. (g) Lessor agrees to reasonably maintain the exterior and interior of the Building and Real Property to include lawn and shrub care, snow removal, maintenance of the structure, roof, mechanical and electrical equipment, architectural finish, and so on, excluding only those items specifically excepted elsewhere in this Lease. (h) Lessor may close the Building at 6:00 p.m. Monday through Friday, 1:00 p.m. on Saturday and all day Sunday and holidays, or at such other hours as Lessor may from time to time reasonably determine; after which hour admittance may be gained, but under such reasonable regulations as may from time to time be prescribed by Lessor. (i) Lessor shall make reasonable effort to provide the foregoing services, but in any event, shall not be liable for damages, nor shall the rentals (Base or Additional) herein reserved be abated for failure to furnish or any delay in furnishing any of the foregoing services when there are disturbances or labor disputes of any character, or by inability to secure electricity, fuel, supplies, machinery, equipment or labor, or by the making of necessary repairs or improvements to Premises, the Building, or the Real Property, or unavailability of utilities due to governmental restrictions, nor shall the temporary failure to furnish any of such services be construed as an eviction of Lessee or relieve Lessee from the duty of observing and performing any of the provisions of this Lease, provided Lessor uses reasonable efforts to cure such interruption in a reasonably timely manner. (j) Taxes and insurance on the Building and Premises, except as otherwise provided herein. 9. QUIET ENJOYMENT So long as the Lessee shall observe and perform the convenants and agreements binding on it hereunder, the Lessee shall, at all times during the term herein granted, peacefully and quietly have and enjoy possession of the Premises and use of the Common Areas, without any encumbrance and hindrance by, from or through the Lessor. 10. CERTAIN RIGHTS RESERVED TO THE LESSOR The Lessor reserves the following rights: (a) To name the Building and to change the name of the Building. (b) To install and maintain a sign or signs on the site and on the exterior and/or interior of the Building. -6- (c) To designate all sources of furnishing sign painting and lettering, ice, drinking water, towels, toilet supplies, shoe shining, vending machines, mobile vending service, catering, and like services used in the Building, exclusive of the Premises. (d) To have pass keys to the Premises. (e) On reasonable prior notice to the Lessee, to exhibit the Premises to prospective tenants during the last nine (9) months of the term, and to any prospective purchaser, mortgagee, or assignee of any mortgage on the Building or Real Property and to others having a legitimate interest at any time during the term. (f) At any time in the event of an emergency, and otherwise at reasonable times, to take any and all measures, including inspections, repairs, alterations, additions and improvements to the Premises or to the Building or Real Property, as may be necessary or desirable for the safety, protection or preservation of the Premises, Building, Real Property or the Lessor's interests, or as may be necessary or desirable in the operation or improvement of the Building or in order to comply with all laws, orders and requirements of governmental or other authority. Relative to the same Lessor shall use reasonable efforts to minimize disturbance of Lessee, its employees, agents, and invitees. (g) To install vending machines of all kinds in the Building and to receive all of the revenue derived therefrom. II. ESTOPPEL CERTIFICATES The Lessee shall, within ten (10) days after written request of Lessor, execute, acknowledge, and deliver to the Lessor or to Lessor's mortgagee, proposed mortgagee, or proposed purchaser of the Real Property or any part thereof, reasonable estoppel certificates requested by Lessor from time to time, which estoppel certificates shall show whether the Lease is in full force and effect and whether any changes may have been made to the original Lease; whether the term of the Lease has commenced and full rental is accruing; whether there are any defaults by Lessor and, if so, the nature of such defaults; whether possession has been assumed and all improvements to be provided by Lessor have been completed; and whether Base Rent and/or Additional Rent has been paid more than thirty (30) days in advance and that there are no liens, charges, or offsets against Rentals of any type due or to become due and that the address shown on such estoppel certificate is accurate. 12. WAIVER OF CERTAIN CLAIMS AND INDEMNIFICATION (a) The Lessee, to the extent permitted by law, waives all claims it may have against the Lessor, and against the Lessor's agents and employees for damage to person or property sustained by the Lessee or by any occupant of the Premises, or by any other person, resulting from any accident in or about the Real Property or any part thereof or resulting directly or indirectly from any act or neglect of any tenant or occupant of any part -7- of the Real Property or any part thereof or of any other person, unless such damage is a result of the negligence of Lessor, or Lessor's agents or employees, subject, however, to the provisions of paragraph (b) below and other provisions of this Lease. All personal property belonging to the Lessee or any occupant of the Premises that is in or on any part of the Real Property shall be there at the risk of the Lessee or of such other person only, and the Lessor, its agents and employees shall not be liable for any damage thereto or for the theft or misappropriation thereof. (b) Lessor shall not be liable for any damage or loss to fixtures, equipment, merchandise or other personal property of Lessee located anywhere in or on the Premises caused by theft, fire, water, explosion, sewer backup or any other insurable hazards, regardless of the cause thereof, and Lessee does hereby expressly release Lessor of and from any and all liability for such damages or loss. Lessor shall not be liable for any damage or loss resulting from business interruption at the Premises arising out of or incident to the occurrence of any of the perils which can be covered by a business interruption insurance policy and Lessee does hereby expressly release Lessor of and from any and all liability for such damages or loss. Lessee shall not be liable for any damages to the Premises or any part thereof caused by fire or other insurable hazards, regardless of the cause thereof, and Lessor does hereby expressly release Lessee of and from any and all liability for such damages or loss. To the extent that any of the risks or perils described in this paragraph (b) are in fact covered by insurance, each party shall cause its insurance carriers to waive all rights of subrogation against the other party. (c) The Lessee agrees to hold the Lessor harmless and indemnified against claims and liability for injuries to all persons and for damage to or loss of property occurring in or about the Real Property, due to any negligent act or failure to act by the Lessee, its contractors, agents or employees, or default by Lessee under this Lease. 13. LIABILITY INSURANCE Lessee shall, at its expense, maintain during the term, comprehensive public liability insurance, and property damage insurance under policies issued by insurers of recognized responsibility, with limits of not less than Five Hundred Thousand Dollars ($500,000.00) for personal injury, bodily injury, death, or for damage or injury to anyone (1) person and One Million Dollars ($1,000.00.00) for personal injury, bodily injury, or death of more than one (1) person as for anyone accident, disaster or occurrence, and with One Hundred Thousand Dollars ($100,000.00) coverage for property damage (including the loss of use thereof) for anyone occurrence. Lessee's policies shall name Lessor, its agents, servants and employees as additional insureds. Lessee shall furnish a certificate evidencing such coverage prior to the date of occupancy and said endorsement must state that the insurer agrees to notify Lessor not less than Ten (10) days in advance of modification or cancellation of such insurance policy. Lessor in its discretion may from time to time require additional or increased coverage to be provided for Lessorrs protection considering the increased cost of living, inflation, Lessee's use of the premises, claims made against Lessor relative to this Lease, and other reasonable business factors. -8- , 14. HOLDING OVER Unless otherwise agreed to in writing by Lessor and Lessee, if the Lessee retains possession of the Premises or any part thereof after the termination of the term the Lessee shall pay the Lessor Base Rent at twice the monthly rate in effect immediately prior to the termination of the term for the time the Lessee remains in possession and, in addition thereto, Lessee shall pay the Lessor for all damages, incidental, consequential, and direct, sustained by reason of the Lessee's retention of possession. The provisions of this Section do not exclude the Lessor's rights of re-entry or any other right hereunder. No such holding over shall be deemed to constitute a renewal or exentsion of the term hereof. 15. ASSIGNMENT AND SUBLETTING The Lessee shall not, without the Lessor's prior written consent, which consent shall be within the absolute discretion of Lessor (a) assign, convey, mortgage, pledge, encumber or otherwise transfer (whether voluntarily or otherwise) this Lease or any interest under it; (b) allow any transfer by operation of law; (c) sublet the Premises or any part thereof, or (d) permit the use or occupancy of the Premises or any part thereof by anyone other than the Lessee. If this Lease be assigned or if the Premises or any part thereof be sublet or occupied by anybody other than the Lessee, which would require the consent of Lessor as stated above, Lessor may, after default by Lessee, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to the Base and Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of Lessee's covenants contained In this Lease or the acceptance of such assignee, subtenant or occupant as Lessee, or a release of Lessee from further performance by Lessee of covenants on the part of Lessee herein contained. In the event a sublease or assignment is made, with the Lessor's prior written consent, as herein provided, Lessee shall pay Lessor a reasonable charge as reimbursement for necessary legal and accounting services required by Lessor to accomplish such assignment or subletting. Said amount shall be deemed to be Additional Rent under the terms of this Lease. If the Premises are sublet or assigned at a Base Rent higher than the Base Rent required to be paid by Lessee, the difference shall be shared equally by Lessor and Lessee after deductions therefrom of any leasing commissions and any alteration expenses actually incurred and paid for by Lessee in connection with such subletting or assignment. In no event shall the Base Rent for such assignment or subletting be less than the Base Rent required to be paid by Lessee hereunder. 16. CONDITION OF PREMISES Except as otherwise agreed to in writing, Lessee's taking possession of the Premises shall be conclusive evidence as against the Lessee that the -9- . Premises were in good order and satisfactory condition when the Lessee ., took possession, except as to latent defects. No promise of the Lessor to alter, remodel, repair or improve the Premises or the Building and no representation respecting the condition of the Premises or the Building has been made by Lessor to Lessee, other than as may be contained herein or in a separate agreement signed by Lessor and Lessee. At the termination of this Lease, the Lessee shall return the Premises "broom-clean" and in as good condition as when the Lessee took possession, ordinary wear and loss by fire or other insured casualty excepted, failing which the Lessor may restore the Premises to such conditions and the Lessee shall pay the cost thereof on demand. 17. USE OF PREMISES Lessee shall use the Premises for general office purposes, and for no other purposes. In addition, Lessee agrees to comply with the Rules and Regulations set forth by Lessor and with such reasonable modifications thereof and additions thereto as the Lessor may hereafter from time to time make for the Building and Real Property including those prescribed for the Parking Area and Picnic Area. The initial Rules and Regulations are attached hereto as Exhibit "C". The Lessor shall not be responsible for the non-observance by any other tenant of any of said Rules and Regulations. 18. REPAIRS Lessee shall give to Lessor prompt written notice of any damage to, or defective condition in any part of the Building's plumbing, electrical, heating, air-conditioning or other systems serving, located in, or passing through the Premises. Subject to the provisions of Sections Eight (8) ("Services") and Nineteen (19) ("Untenability"), the Lessee shall, at the Lessee's own expense, keep the Premises in good order, condition and repair during the term, and the Lessee, at the Lessee's expense, shall comply with all laws and ordinances, and all rules and regulations of all governmental authorities and of all insurance bodies at any time in force, applicable to the Premises or to the Lessee's use thereof, except that the Lessee shall not hereby be under any obligation to comply with any law, ordinance, rule or regulation requiring any structural alteration of the Premises, unless such alteration is required by reason of a condition which has been created by, or at the insistance of, the Lessee, or is required by reason of a breach of any of the Lessee's covenants and agreements hereunder. Lessor shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railing, ceiling, floor covering, partitions, or any other property installed in the Premises by the Lessee or installed by Lessor at Lessee's request. 19. UNTENABILITY If the Premises or the Building or a substantial part of either are damaged or destroyed by fire or other casualty, cause or condition whatsoever, such that the damage or destruction cannot be repaired within One Hundred Eighty (180) days, Lessor may, by written notice to the Lessee given within -10- , "f"f. thirty (30) days after such damage, terminate this Lease. If the Premises are damaged or the access or use thereof is affected by the damage, then Lessor's termination shall be effective as of the date of such damage, otherwise said termination shall be effective thirty (30) days after receipt of such notice by the Lessee. If as a result of a fire or other casualty, cause or condition whatsoever, the Common Areas are damaged to such an extent as to substantially interfere with Lessee's use of the Premises or if the Premises or a substantial part thereof are made untenable, such that the damage or destruction cannot be repaired within One Hundred Eighty (180) days, then Lessee may terminate this Lease by giving written notice to Lessor within thirty (30) days after such damage, said termination to be effective as of the date of such damage. Unless this Lease is terminated as hereinabove provided, Lessor shall proceed with due diligence to restore, repair and replace the Premises and Building to substantially the same condition as they were in as of the date of occupancy by Lessee. Lessor shall be under no duty to restore any alterations, improvements or additions made by the Lessee or by Lessor at Lessee's request. In all cases, due allowances shall be given to the Lessor for any reasonable delays caused by adjustment of insurance loss, strikes, labor difficulties, inability to obtain supplies or materials or any cause beyond Lessor's control. 20. EMINENT DOMAIN (a) In the event that title to all of the Real Property containing the entire Building, or a portion of the Real Property containing a substantial portion of the Building, shall be lawfully condemned or taken in any manner for any public or quasi-public use, this Lease and the term and estate hereby granted shall forthwith cease and terminate as of the date of vesting of title and the Lessor shall be entitled to receive the entire award paid by the condemning authority, the Lessee hereby assigning to the Lessor the Lessee's interest therein, if any. However, nothing herein shall be deemed to require Lessee to assign to Lessor any award made to Lessee for the taking of personal property or fixtures belonging to Lessee or for the interruption of or damage to Lessee's business or for Lessee's moving expenses. (b) In the event that title to a portion of the Real Property containing no substantial portion of the Building, shall be so condemned or taken, this Lease shall remain in full force and effect without rent abatement, apportionment, or other alteration whatsoever, and Lessor shall be entitled to receive the entire award paid by the condemning authority, if any, the Lessee assigning to the Lessor the Lessee's interest therein, if any. (c) For the purpose of this Section Twenty (20), a sale to a public or quasi-public authority under threat of condenmation shall constitute a vesting of title and shall be construed as a taking by such condemning authority. -11- ..~. 21. LESSOR'S REMEDIES All rights and remedies of the Lessor herein enumerated shall be cumulative, and none shall exclude any other right or remedy allowed by law or in equity. In addition to the other remedies in this Lease, the Lessor shall be entitled to the restraint by injunction of the violation or attempted violation of any of the covenants, agreements or conditions of this Lease. (a) If the Lessee shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of the Lessee or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy or admit in writing its inability to pay its debts as they come due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or an answer seeking reorganization or arrangement with creditors or to take advantage of any insolvency law, or (v) file an answer admitting the material allegations of a petition filed against the Lessee in any bankruptcy, reorganization or insolvency proceeding, or if an order, judgment or decree shall be entered by any court of competent jurisdiction adjudicating the Lessee a bankrupt or insolvent or approving a petition seeking reorganization of the Lessee or appointing a receiver, trustee or liquidator of the Lessee or of all or a substantial part of its assets, then, in any of such events, the Lessor may give to the Lessee a notice of intention to end the term of this Lease specifying a day not earlier than ten (10) days thereafter, and upon the giving of such notice the term of this Lease and all right, title and interest of the Lessee hereunder shall expire as fully and completely on the day so specified as if that day were the date herein specifically fixed for the expiration of the term. (b) If the Lessee defaults in the payment of Base Rent or Additional Rent and such default continues for five (5) days after the date such payment is due, a late charge of Fifty and 00/100 Dollars ($50.00) or one percent (1 %) of the amount due, whichever is greater, shall be paid for every day, in which the sum remains unpaid. If such default continues for ten (10) days after the date such payment is due, or if Lessee defaults in the prompt and full performance of any other provision of this Lease, and if such other default continues for thirty (30) days after notice, or if the leasehold interest of the Lessee be levied upon under execution or be attached by process of law, then, and in any such event, the Lessor may, at its election, either terminate this Lease and/or the Lessee's right to posssession of the Premises, or, without terminating this Lease, take possession of the Premises, and endeaver to relet the same. Nothing herein shall relieve the Lessee of any obligation, including the payment of Base Rent and Additional Rent, as provided in this Lease. (c) Upon any termination of this Lease, the Lessee shall surrender possession and vacate the Premises immediately, and deliver possession thereof to the Lessor, and hereby grants to the Lessor full and free license to enter into and upon the Premises in such event with or without process of law and to repossess the Lessor of the Premises as of the Lessor's former estate and to expel or remove the Lessee and any others who may be occupying or within the Premises and to remove any and all property therefrom, using such force as may be necessary, without being deemed in any manner guilty -12- . .i'f' of trespass, eviction or forcible entry or detainer, and without relinquishing the Lessor's right to Base Rent and Additional Rent or any other right given to the Lessor hereunder or by operation of law. (d) If the Lessor elects, without terminating the Lease, to endeaver to relet the Premises, the Lessor may, at the Lessor's option, enter into the Premises, remove the Lessee's signs and other evidence of tenancy, and take and hold possession thereof as in Paragraph (c) of this Section provided, without such entry and possession terminating the Lease or releasing the Lessee, in whole or in part, from the Lessee's obligation to pay the Base Rent and Additional Rent hereunder for the full term as hereinafter provided. Upon and after entry into possession without termination of the Lease, the Lessor may relet the Premises or any part thereof for the account of the Lessee to any person, firm or corporation other than the Lessee for such rent, for such time and upon such terms as the Lessor shall determine to be reasonable. In any such case, the Lessor may make repairs, alterations and additions in or to the Premises, and redecorate the same to the extent deemed by the Lessor necessary or desirable, and the Lessee shall, upon demand, pay the cost thereof, together with the Lessor's expenses of the reletting including reasonable attorney fees. If the consideration collected by the Lessor upon such reletting for the Lessee's account is not sufficient to pay monthly the full amount of the Base Rent and Additional Rent reserved in this Lease, together with the cost of repairs, alterations, additions, redecorating and the Lessor's expenses, the Lessee shall pay to the Lessor the amount of each monthly deficiency upon demand; and if the consideration so collected from any such reletting is more than sufficient to pay the full amount of the Base Rent and Additional Rent reserved herein, together with the costs and expenses including attorney fees of the Lessor, the Lessor, at the end of the stated term of this Lease, shall account to the Lessee. (e) If the Lessor elects to terminate this Lease, it being understood that the Lessor may elect to terminate the Lease after and notwithstanding its election to terminate the Lessee's right to possession as provided herein, the Lessor shall forthwith upon such termination be entitled to recover as damages, and not as a penalty, an amount equal to the Base Rent and Additional Rent provided in this Lease for the residue of the stated term hereof. (f) Any and all property which may be removed from the Premises by the Lessor pursuant to the authority of the Lease or of law, to which the Lessee is or may be entitled, may be handled, removed or stored by the Lessor at the risk, cost and expense of the Lessee and the Lessor shall in no event be responsible for the value, preservation or safekeeping thereof. The Lessee shall pay the Lessor, upon demand, any and all expenses incurred in such removal and all storage charges against such property so long as the same shall be in or under the Lessor's control. Any such property of the Lessee not removed from the Premises or retaken from storage by the Lessee within thirty (30) days after the end of the term or of the Lessee's right to possession of the Premises, however terminated, shall be conclusively deemed to have been forever abandoned by the Lessee and either may be retained by Lessor as its property, or may be disposed of in such manner as Lessor may see fi t. -13- . (g) The Lessee agrees that if it shall at any time fail to make any payment or perform any other act on its part to be made or performed under this Lease, the Lessor may, but shall not be obligated to, and after reasonable notice or demand and without waiving or releasing the Lessee from any obligation under this Lease, make such payment or perform such other act to the extent the Lessor may deem desirable, and in connection therewith to pay expenses and employ legal counsel. The Lessee agrees to pay reasonable attorney fees if legal action is required to enforce performance by Lessee of any condition, obligation or requirement hereunder. All sums so paid by the Lessor and all expenses in connection therewith, together with interest thereon at 3% over the Wall Street Journal or other equivalent indexes of average prime rates from the date of payment, shall be deemed Additional Rent hereunder and payable at the time of any installment of Additional Rent thereafter becoming due and the Lessor shall have the same rights and remedies for the non-payment thereof, or of any other Additional Rent, as in the case of default in the payment of Base Rent. 22. SUBORDINATION OF LEASE This Lease is and shall be subject and subordinate to any and all mortgages now existing upon or that may thereof be hereafter placed upon the Premises and the Real Property and to all advances made or to be made thereon and all renewals, modifications, consolidations, replacements or extensions thereof and the lien of any such mortgages, shall be superior to all rights hereby or hereunder vested in Lessee, to the full extent of all sums secured thereby. This provision shall be self-operative and no further instrument of subordination shall be necessary to effectuate such subordination and the recording of any such mortgage shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording. In confirmation of such subordination, Lessee shall on request of Lessor or the holder of any such mortgage execute and deliver to Lessor within ten (10) days such reasonable instruments that Lessor or such holder may reasonably request. Notwithstanding the foregoing in the event of a foreclosure of any such mortgage or of any other action or proceeding for the enforcement thereof, or of any sale thereunder, this Lease will not be barred, terminated, cut off or foreclosed nor will the rights and possession of Lessee thereunder be disturbed if Lessee shall not then be in default in the payment of rental or other sums or be otherwise in default under the terms of this Lease, and Lessee shall attorn to the purchaser at such foreclosure, sale or other action or proceeding. 23. NOTICES AND CONSENTS All notices, demands, requests, consents or approvals which mayor are required to be given by either party to the other shall be in writing and shall be given personally with return receipt or by United States Certified or Registered Mail, postage prepaid, return receipt requested. Such notice shall be deemed given on the date enscribed on the return receipt. Such notice shall be directed: (a) if for the Lessee, to the Lessee at the Building, or at such other place as the Lessee may from time to time designate by notice to the Lessor or (b) if for the Lessor, to Frantz Road Office Group -14- . 1533 Lake Shore Drive, Suite 50, Columbus, Ohio 43204, or at such other place as the Lessor may from time to time designate by notice to the Lessee. All consents and approvals provided for herein must be in writing to be valid. If the term Lessee as used in this Lease refers to more than one person, any notice, consent, approval, request, bill, demand or statement, , given as aforesaid to anyone of such persons shall be deemed to have been duly given to Lessee. 24. NO ESTATE IN LAND This Lease shall create the relationship of landlord and tenant between Lessor and Lessee; no estate shall pass out of Lessor; and Lessee has only the rights of enjoyment stated herein of property vested in the Lessor which rights are not subject to levy and sale. 25. INVALIDITY OF PARTICULAR PROVISIONS If any clause or provision of this Lease is or becomes illegal, invalid, or unenforceable because of present or future laws or any rule, decision, or regulation of any governmental body or entity, the intention of the parties hereto is that the remaining parts of this Lease shall not be affected thereby. 26. MISCELLANEOUS TAXES Lessee shall pay prior to delinquency all taxes assessed against or levied upon its occupancy of the Premises, or upon the fixtures, furnishings, equipment and all other personal property of Lessee located in the Premises, if nonpayment thereof shall give rise to a lien on the real estate, and when possible Lessee shall cause said fixtures, furnishings, equipment and other personal property to be assessed and billed separately from the Real Property. In the event any or all of Lessee's fixtures, furnishings, equipment and other personal property, or upon Lessee's occupancy of the Premises, shall be assessed and taxes with the Real Property, Lessee shall pay to Lessor its share of such taxes within ten (10) days after delivery to Lessee by Lessor of a statement in writing setting forth the amount of such taxes applicable to Lessee's fixtures, furnishings, equipment or personal property. 27. BROKERAGE Lessee represents and warrants that it has dealt with no broker, agent or other person in connection with this transaction and that no broker, agent or other person in connection with this transaction and that no broker, agent or other person brought about this transaction, and Lessee agrees to indemnify and hold Lessor harmless from and against any claims by any other broker, agent or other broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Lessee with regard to this leasing transaction. The provisions of this Section shall survive the termination of the Lease. 28. SPECIAL STIPULATIONS (a) No receipt of money by the Lessor from the Lessee after the termination of this Lease or after the service of any notice or after the commencement of any suit, or after final judgment for possession of the Premises shall reinstate! continue or extend the term of this Lease or affect any such notice, demand or suit or imply consent for any action for which Lessor's consent is required. -15- . . (b) No waiver of any default of the Lessee hereunder shall be implied from any omission by the Lessor to take any action on account of such default if such default persists or be repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. .' (c) It is understood tha t the Lessor may occupy portions of the Building in the conduct of the Lessor's business. In such event, all references herein to other tenants of the Building shall be deemed to include the Lessor as an occupant. (d) All of the covenants of the Lessee hereunder shall be deemed and construed to be "conditions" as well as "covenants" as though the worqs specifically expressing or importing covenants and conditions were used in each separate instance. (e) This Lease shall not be recorded by either party without the consent of the other, except that Lessee shall sign a Memorandum of Lease to be submitted by Lessor and Lessor may record such Memorandum. (f) Neither party has made any representations or promises, except as contained herein, or in some further writing signed by the party making such representation or promise. (g) In the absence of fraud, no person, firm or corporation, or the heirs, legal representatives, successors and assigns, respectively, thereof, executing this Lease as agent, trustee or in any other representative capacity shall ever be deemed or held individually liable hereunder for any reason or cause whatsoever. (h) In the event of variation or discrepancy, the Lessor's original copy of the Lease shall control. (i) Each provision hereof shall extend to and shall, as the case may require, bind and inure to the benefit of the Lessor and the Lessee and their respective heirs, legal rC['lresentatives, successors, and assigns. (j) If because of any act or omission of Lessee, its employees, agents, contractors, or subcontractors, any mechanic's lien or other lien, charge or order for the payment of money shall be filed against Lessor, or against all or any portion of the Real Property, or the Building of which the Premises are a part, Lessee shall, at its own cost and expense, cause the same to be discharged of record, within thirty (30) days after the filing thereof, and Lessee shall indemnify and save harmless Lessor against and from all costs, liabilities, suits, penalties, claims and demands, including reasonable attorney's fees resulting therefrom. (k) It is understood and agreed that this Lease shall not be binding until and unless all parties have signed it. (l) No acceptance by Lessor of a lesser sum than the Base Rent and/or Additional Rent, or any other charge then due shall be deemed other than . on account of the earliest installment of such rent or charge due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment ClS rent or other charge be deemed an accord and -16- . ' , .r'f, tt:'; ~'; satisfaction, and Lessor may accept such check or payment without prejudice to Lessor's right to recover the balance of such installment or charge - or other monies owing by Lessee or pursue any other remedy in this Lease provided. 29. SECURITY DEPOSIT Lessee has deposited with Lessor the sum of four thousand three hundred forty-eight Dollars ($4,348.00) as security for the full and faithful performance of every provision of this Lease to be performed by Lessee. If Lessee defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Base Rent and Additional Rent, Lessor may use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default or for the payment of any other amount which Lessor may spend or become obligated to spend by reason of Lessee's default, or to compensate Lessor for any other loss, cost or damage which Lessor may suffer by reason of Lessee's default. If any portion of said deposit is so used or applied, Lessee shall, within five (5) days after written demand therefor, deposit cash with Lessor in an amount sufficient to restore the security deposit to its original amount and Lessee's failure to do so shall be a breach of this Lease. Lessor shall not, unless otherwise required by law, be required to keep this security deposit separate from its general funds, nor pay interest to Lessee. If Lessor is required to maintain said deposit in an interest bearing account, Lessor will retain the maximum amount permitted under applicable law as a bookkeeping and administrative charge. If Lessee shall fully and faithfully perform every provision of this Lease to be performed by it, the security deposit or any balance thereof shall be returned to Lessee (or, at Lessor's option, to the last transferee of Lessee's interest hereunder) at the expiration of the Lease term and upon Lessee's vacation of the Premises. In the event the Building and/or Real Property is sold, the security deposit will be transferred to the new owner. 30. SUBSTITUTE PREMISES The Lessor shall have the right at any time during the term hereof, upon giving Lessee not less than thirty (30) days prior written notice, to p['ovide and furnish Lessee space elsewhere in the Building of approximately the same size as the Premises, and remove and place Lessee in such space, with Lessor to pay all reasonable costs and expenses incurred as a result of such removal of Lessee. Should Lessee refuse to permit Lessor to move ~........:;;;....o~~__!&~S~~.~,,~\lch .new...;~1?J!se.. a.Utle &J1d, of....sJl~hrf.t.ni..t.t.Y.!3JlJ~p~r.ioqt~J.iess.or . -'--,,- ...-- shall have the right to cancel and terminate this Lease effective ninety (90) days from the date of original notification by Lessor. If Lessor moves Lessee to such new space, this Lease and each and all of its terms, covenants and conditions shall remain in full force and effect and be deemed applicable to such new space, and such new space shall thereafter be deemed to be the Premises as though Lessor and Lessee had entered into an express written amendment to this Lease with respect thereto. -17- . , . -n', IN WITNESS WHEREOF, Lessor and Lessee have respectfully signed and sealed this Lease as of the day and year first above written. Witnesses: LESSOR: FRANTZ ROAD OFFICE GROUP . Witness By: Robert C. White Its Managing Partner Witness LESSEE: THE CITY OF DUBLIN Witness By: Its - -"- Witness STATE OF OHIO : ss: COUNTY OF FRANKLIN : BE IT REMEMBERED, Ul;I t on this __ day of , 198 , before me, the subscriber, a Notary Public in and for said County and State, personally appeared Mr. Robert C. White, the Managing Partner of Frantz Road Office Group, the partnership which is the Lessor in the foregoing instrument and as such Managing Partner for and on behalf of said partnership, executed this instrument on behalf of said partnership; and acknowledged that signing and execution thereof is his free and voluntary act and deed, as such Managing Partner, and the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned. IN TESTIMONY WHEREOF, I have subscribed by name and affixed by Notarial Seal on the day and year last aforesaid. Notary Public -18- .' .' , STATE OF : ss: COUNTY OF : BE IT REMEMBERED, that on this _ day of , 198_, before me, the subscriber, a Notary Public in and for said County and State, personally appeared ,the of , the which is the Lessee in the foregoing instrument and as such and for and on behalf of said , executed this instrument on behalf of said ; and acknowledged that signing and execution thereof is free and voluntary act and deed, as such , and the free and voluntary act and deed of said , for the uses and purposes therein mentioned. IN TESTIMONY WHEREOF, I have subscribed my named and affixed by Notarial Seal on the day and year last aforesaid. Notary Public -19- '", , EXillBIT "B" .,":: RULES AND REGULATIONS " " (a) The Lessee shall not exhibit, sell or offer for sale on the Premises or in the Building any article or thing except those articles and things essentially connected with the stated use of the Premises without the advance written consent of the Lessor, which consent shall not be unreasonably withheld. (b) The Lessee will not make or permit to be made any use of the Premises or any part thereof which would violate any of the covenants, agreements, terms, provisions and conditions of this Lease or which directly or indirectly is forbidden by public law, ordinance or governmental regulation or which may be dangerous to life, limb or property, or which may invalidate or increase the premium cost of any policy of insurance carried on the Building or Real Property or covering its operation, or which will suffer or permit the Premises or any part thereof to be used in any manner or anything to be brought into or kept therein which, in the judgement of Lessor, shall in any way impair or tend to impair the character, reputation or appearance of the Building or Real Property as a high quality office building, or which will impair or interfere with any of the services performed by Lessor for the Real Property and Building. (c) The Lessee shall not display, inscribe, print, maintain or affix on any place in or about the Building or on the Real Property any sign, notice, legend, direction, figure or advertisement, except on the doors of the Premises and on the Directory Board, and then only such name(s) and matter, and in such color, size, place and materials, as shall first have been approved by the Lessor which approval shall not be unreasonably withheld. The listing of any name other than that of Lessee, whether on the doors of the Premises, on the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises or be deemed to be the written consent of Lessor, it being expressly understood that any such listing is a privilege extended by Lessor revocable at will by written notice to Lessee. (d) The Lessee shall not advertise the business, profession or activities of the Lessee conducted in the Building in any manner which violates the letter or spirit of any code of ethics adopted by any recognized association or organization pertaining to such business address of the Lessee, and shall never use any picture or likeness of the Building in any circulars, notices, advertisements or correspondence without the Lessor's consent, which consent shall not be unreasonably withheld. (e) No additional locks or similar devices shall be attached to any door or window without Lessor's prior written consent, which consent shall not be unreasonably withheld. No keys for any door other than those provided by the Lessor shall be made. ff more than two keys for one lock are desired, the Lessor will provide the same at the expense of the Lessee. All keys must be returned ___~__ to Les_so~ at the e~pi!ation or termination of this Lease. -- -- -' (f) The Lessee shall not make any alterations, improvements or additions to the Premises including, but not limited to, wall coverings and special lighting installments, without the Lessor's advance written consent in each and every instance which consent shall not be unreasonably withheld. In the event Lessee desires to make any alterations, improvements or additions, Lessee shall first submit to Lessor plans and specifications therefore and obtain Lessor's written approval thereof prior to commencing any such work. All alterations, improvements or additions, whether temporary or permanent in character, made by Lessor or Lessee in or upon the Premises shall become Lessor's property and shall remain upon the Premises at the termination of this Lease without compensation to Lessee (excepting only Lessee's movable office furniture, trade fixtures, office and professional equipment), unless Lessor requires Lessee to remove such items which must be removed at Lessee's cost by no later than the earlier of the termination or expiration of this Lease and such items shall be removed without damage to the Lessor's property. Any damage caused by or resulting from the removal of Lessee's office furniture, trade fixtures, and office and professional equipment, or alterations, improvements or additions removed at Lessor's request, may be repaired by the Lessor at Lessee's cost and expense.