HomeMy WebLinkAbout008-01 OrdinanceRECORD OF ORDINANCES
Ordinance No.........08-01 ......................................... Passed .................................................................., .
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO
ENTER INTO A LAND LEASE AGREEMENT WITH THE
STARLIGHT REBEKAH LODGE #856 FOR THE PURPOSES OF
CONSTRUCTING PUBLIC PARKING LOT IMPROVEMENTS ON
VACANT LAND OWNED BY THE ODD FELLOWS LODGE
AT 37 DARBY STREET AS A PART OF THE CITY'5 ON-GOING
EFFORTS TO ACCOMPLISH OLD DUBLIN IMPROVEMENTS,
AND DECLARING AN EMERGENCY
WHEREAS, City Council has determined through the Old Dublin Task Force efforts
that additional off-street public parking improvements are necessary and desirable, and
WHEREAS, various efforts to improve public parking facilities in Old Dublin have
been implemented over time; and
WHEREAS, there is still a need for additional off-street parking improvements in the
Old Dublin area, especially north of Bridge Street; and
WHEREAS, the Starlight Rebekah Lodge #856 is willing to provide along-term
lease of land adjacent to the Odd Fellows Hall located at 37 Darby Street, to
accommodate the City's interest in providing off-street parking improvements;
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
State of Ohio, _~ members concurring that:
SECTION 1. The City Manager is hereby authorized to execute the attached 30-year
lease of the vacant portions of the Starlight Rebekah Lodge #856 property;
SECTION 2. The City Manager is hereby authorized to proceed with public parking
lot improvements to land involved in said lease;
SECTION 3. This Ordinance is declared to be an emergency measure necessary for
the immediate preservation of the public peace, health, safety or welfare of the City
and for the further reason that this Ordinance is required to be immediately effective in
order to accommodate the commencement of a lease; wherefore, this Ordinance shall
be in full force and effect immediately upon its passage.
Passed this ~ ?~ day of ./l/IF~~C,~ , 2001.
ayor -Presiding Officer
Attest:
Clerk of Council
1 lrere!-y certify that copies of this OrdinancefResolutian ouere posted in the
City of Dublin in accordance w=t!~ Se:tion 731.25 of the D?rio Revised Code,
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(~ , Cler Council, Dublin, Ohio
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P:\PASS\Eng\_ 00 Proiecta\Dorby St Plot\DarbyS.dwq Dec 27, OOY - 2:31pm
PROPOSED PARKING LOT
_, ~, ~ PARKING LOT LAYOUT
t~
y DARBY STREET
~ DUBLIN, OHIO
CITY OF DUBLIN
PREPARED BY THE CITY OF DUBLIN,
DEPARTMENT OF DEVELOPMENT/
DIVISION OF ENGINEERING
5800 Shier-Rings Road • Dublin, Ohio 43018-1238
Phone (814)781-8550 • Faz (814)781-8506
Department of Development
5800 Shier-Rings Road A Dublin, Ohio 43016-1236
Phone: 614-761-6550 A Fax: 614-761-6506
CITY OF DUBLIN
TO: Mayor and Members of Dublin City Council
FROM: Tim Hansley, City Manager
DATE: December 28, 2000
Memo
RE: Lease of Vacant Property along the North Side of the Odd Fellows Hall in Old Dublin for
Public Parking Lot Improvements
INITIATED BY: Frank Ciarochi, Asst. City Mgr./Dir. of Development ~ ~ ~-
As authorized by Council, the staff has negotiated an agreeable arrangement to lease the
vacant land just north of the Odd Fellows Hall (owned by the Starlight Rebekah Lodge #856) at
37 Darby Street. (The lease agreement will be provided to you prior to 2"d Reading).
The lease agreement proposed provides a 30-year term with the City to accommodate a water
line connection and tap to the building at 37 Darby Street, to allow for the abandonment and
capping of the existing well located north of the building in the area of the proposed parking
improvements. The annual lease rate is $3,500.00 with an escalator clause for the City to also
cover any increase in real estate taxes based on changes in assessed valuation caused by City
improvements to the site.
The proposed lease agreement also provides the City with a right of first refusal should the
land be available for sale. The agreed upon mechanism to establish market value at the time of
sale is the average of two real estate appraisals. As Council is aware, the staff is also pursuing
other parcels in Old Dublin for similar public parking improvements, and we are confident that
other similar opportunities will be forthcoming in the near future.
Council should note that the proposed lease of the Odd Fellows property will accommodate
approximately 18 parking spaces with suitable landscaping treatments along the border areas.
I trust this information is useful in your consideration of the proposed lease. Should you have
any questions or need additional information, do not hesitate to contact me.
GROUND LEASE
THIS GROUND LEASE ("Lease"), is made and entered into this day of January, 2000, by
and between REBEKAH LODGE STARLIGHT #856, a(n) ("Lessor"), whose
mailing address is 12921 Beecher Gamble, Marysville, Ohio 43040 and THE CITY OF DUBLIN, an Ohio
municipal corporation ("Lessee"), whose mailing address is c/o Department of Development, 5800 Shier-
Rings A, Dublin, Ohio 43016.
1. Premises: Lessor, for and in consideration of the covenants contained in this Lease and
made on the part of Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lease from
Lessor, a portion of land approximately 80' x 104', as cross-hatched on Exhibit "A" attached hereto and
made a part hereof, together with all of Lessor's easement rights and appurtenances thereto (collectively
referred to as "Premises"), which is part of the parcel of real property located in the City of Dublin,
County of Franklin, State of Ohio, more particularly described in Exhibit "B" attached hereto and made a
part hereof (the "Lessor's Property").
2. Lease Term: Lessee shall have and hold the Premises for a term commencing on January
17, 2001 ("Commencement Date") and ending thirty (30) years from the Commencement Date ("Term").
3. Option to Renew: Lessee shall have three (3) consecutive options to extend the term of
this Lease for successive renewal terms of five (5) years each (each a "Renewal Term"). The Lessee must
exercise each such option to renew by giving written notice to Lessor at least ninety (90) days prior to the
end of the then current term or renewal term; provided, however, that if Lessee fails to exercise any
renewal option, the Lessee's rights to exercise the option shall not expire unless Lessee fails to exercise
said option within thirty (30) days after written notice to the Lessee from the Lessor of the Lessee's failure
to exercise said option. In the event that the Lessee exercises an option to renew provided in this
Paragraph 3, the Rent shall be adjusted before each renewal term pursuant to the following method.
Within fifteen (15) days of Lessor's receipt of Lessee's written notice to renew hereunder, Lessor shall
provide Lessee with a written notice stating what Lessor believes to be the fair market rental value for the
Premises ("Lessor's Adjusted Rent"). Within fifteen (15) days after its receipt of Lessor's Adjusted Rent,
Lessee shall provide Lessor with its written estimation of the fair market rental value for the Premises
("Lessee Adjusted Rent"). Thereafter, the Lessor and Lessee may negotiate the Rent for any renewal
'~' term for up to thirty (30) days after Lessor's receipt of Lessee's Adjusted Rent ("Negotiation Period");
provided, however, that if Lessor and Lessee have not agreed on Rent for any renewal period within the
Negotiation Period, Lessor or Lessee may terminate this Lease by written notice to the other, with no
further liability to either party hereunder.
4. Rent: Lessee covenants and agrees to pay Lessor in advance on an annual basis on or
before January 17 of each year during the Term rent for the Premises in the amount of Three Thousand
Five Hundred Dollars ($3,500.00) per annum ("Rent") plus certain increases in real estate taxes as
provided herein.
5. Use of the Premises:
(a) The Premises may be used by the Lessee during the Term, and any extensions thereof, as
a parking lot.
(b) Lessee shall comply with all applicable laws affecting the Premises, the breach of which
might result in any penalty on Lessor or forfeiture of Lessor's title to the Premises. Lessee shall not
commit, or suffer to be permitted, waste, nor allow nuisance or illegal act to occur upon the Premises.
{H0045118.1 }
6. Construction:
(a) Lessee may construct a parking lot on the Premises and all related improvements (the
"Lot"). Construction shall be performed in a workmanlike manner and in full compliance with all
construction, use and building requirements.
(b) In addition to the other insurance required under this Lease, during the construction
referenced in subparagraph (a) above, Lessee shall obtain and maintain, or cause to be obtained or
maintained (a) builder's completed value risk insurance against all risks of physical loss including
collapse and transit coverage, with deductibles reasonably satisfactory to Lessor and Lessee, showing
Lessor as an additional insured as its interest may appear, such insurance to be in such amount covering
the total value of work performed and equipment, supplies and materials furnished; (b) liability insurance
showing Lessor as an additional insured; and (c) workers' compensation insurance as required by laws of
the State of Ohio.
(c) As part of the construction referenced in subparagraph (a) above, Lessee agrees to cap
and seal the existing well ("Well") on the north side of the building located on Lessor's Property
("Building"). Lessee shall comply with all laws and regulations in connection with the sealing of the
Well, but shall have no liability in connection with any hazardous materials or violation of law existing at
the Well as of the date hereof. In the event Lessee discovers any existing violation of law in connection
with sealing the Well, Lessor agrees to indemnify and reimburse Lessee for any and all costs associated
with such violation and/or remediation. On or before closure of the Well, Lessee shall also install and
construct a City of Dublin domestic water line connection and tap to Lessor's Building. Lessor shall be
responsible for any fee for such tap and thereafter, Lessor shall be responsible to pay for all water
consumed at Premises.
7. Lessee's Duty to Keep Premises Free of Liens: Lessee shall keep the Premises, and
every part thereof, free and clear of any and all judgments, mechanics', materialmen's and other liens for
or arising out of or in connection with work or construction, by, for or permitted by Lessee on or about
the Premises, or from any obligation of any kind incurred by Lessee, and Lessee shall, at all times,
promptly and fully pay and discharge any and all judgments or claims on which any such lien may or
could be based, and shall indemnify Lessor against all such liens, claims and suits or other proceedings
pertaining thereto.
Notwithstanding anything contained herein to the contrary, Lessee shall not be required to pay or
discharge any such liens so long as Lessee shall in good faith proceed to contest the same by appropriate
proceedings; provided, however, that Lessee shall give notice in writing to Lessor of its intention to
contest the same and shall furnish a surety bond of a company satisfactory to Lessor or other security in
any amount sufficient to pay such contested lien claim with all interest thereon and costs and expenses,
including reasonable attorneys' fees, to be incurred in connection therewith; provided, however, that if
Lessor shall notify Lessee that, in the opinion of Lessor's legal counsel, by nonpayment of any such lien
claimed, Lessor's fee interest in the land or reversionary interest in the building and improvements will be
imminently subject to loss or forfeiture, such lien claimed shall be promptly paid by Lessee.
8. Taxes and Assessments:
(a) Lessor agrees to pay promptly and before delinquency all real estate taxes, assessments,
charges, rates, municipal liens or claims, levies, excises, whether general or special, ordinary or
extraordinary, foreseen or unforeseen, of every nature and kind whatsoever, including all governmental
{H0045ll 8.1 }
~~.~~ ~, ~
charges of whatever name, nature or kind which may be levied, assessed, charged or imposed on or
against the Premises, or any part thereof ("Real Estate Taxes").
(b) Lessee agrees that it shall pay Lessor annually as additional rent, the amount of the
increase, if any, in Real Estate Taxes levied against the Lessor's Property, which are a direct result of the
Lessee's improvements constructed on the Premises. Such payment, if any, shall not exceed the cost to
construct Lessee's improvements to the Premises, multiplied by the tax millage rate(s) applicable to the
Lessor's Property. Current annual Real Estate Taxes on the Lessor's Property are $2,795.34 based on a
total valuation of $120,000.00 (land valuation of $49,100.00 and building valuation of $70,900.00).
Upon Lessor's receipt of a Real Estate Tax bill with Real Estate Taxes in excess of the foregoing current
amount (less any increase not due to the improvements constructed by Lessee), Lessor may notify Lessee
in writing of Lessee's obligation to pay such increase as described herein ("Lessor's Notice"). Upon
Lessee's receipt of Lessor's Notice, Lessee shall pay such increase to Lessor with Lessee's next due Rent
payment hereunder; provided, however, that if Lessee's next due Rent payment is owed more than six (6)
months from Lessee's receipt of Lessor's Notice, Lessee shall pay such increase within six (6) months of
its receipt of Lessor's Notice.
Insurance:
(a) Lessee shall, at Lessee's sole expense, keep the Lot insured for the benefit of Lessor and
Lessee naming Lessor as an additional insured in an amount not less than one hundred percent (100%) of
the then full replacement cost of the improvements (full replacement cost being the cost of replacing the
improvements inclusive of costs of excavation, foundations, footings, pavings and underground utility
systems) and in an amount sufficient to prevent Lessor or Lessee from becoming a co-insurer under the
terms of applicable policies, against the risks included within the term "all risks," as used in insurance
policies for commercial structures from time to time issued by reputable insurance companies. Such
replacement costs shall be determined at least once every year by Lessee's insurance broker or insurance
carrier or by Lessee.
(b) Lessee shall, at Lessee's sole expense, maintain and keep in force for the mutual benefit
of Lessor and Lessee general public liability insurance against claims for personal injury, death or
property damage occurring in, on or about the Premises to afford protection to the limit of not less than
$1,000,000.00 (per occurrence and $2,000,000.00 aggregate) with respect to bodily injury or death and to
~. property damage. Lessee shall deliver to Lessor, upon request, a copy of a certificate of insurance (for the
property and liability coverage) and of any renewals from time to time during the Term or any Renewal
"~~ Term of this Lease.
(c) Lessor shall, at Lessor's sole expense, maintain and keep in force for the mutual benefit
of Lessor and Lessee "special event" general public liability insurance against claims for personal injury,
death or property damage occurring in, on or about the Premises, during any "Special Events" (as
hereinafter defined), to afford protection to the limit of not less than $1,000,000.00 (per occurrence and
$2,000,000.00 aggregate) with respect to bodily injury or death and to property damage. Lessor shall
deliver to Lessee, upon request, a copy of a certificate of insurance (for the property and liability
coverage) and of any renewals from time to time during the Term or ant Renewal Term of this Lease. In
relation to any insurance coverage of Lessee, Lessor's general public liability insurance hereunder shall be
primary.
10. Repairs and Maintenance:
(a) Lessee shall, throughout the Term, and any extensions thereof, of this Lease, at its own
cost, and without any expense to Lessor, keep and maintain the Premises and all improvements located on
{H0045118.1 }
the thereon in good, sanitary and neat order, condition and repair, and reasonably free from ice and snow
and, except as specifically provided herein, shall restore and rehabilitate any improvements of any kind
which may be destroyed or damaged by fire, casualty or any other cause whatsoever, reasonable wear and
tear excepted. Lessor shall not be obligated to make any repairs, replacements or renewals of any kind,
nature or description whatsoever to any improvements which may be a part thereof, except as specifically
provided herein. Lessee and Lessor shall also comply with and abide by all federal, state, county,
municipal and other governmental statutes, ordinances, laws and regulations affecting the Premises and
attendant easement areas or any activity or condition on or in such Premises and easement areas.
(b) In the event of damage by fire or other casualty to the improvements located on the
Premises, Lessee may, in its sole discretion, choose to rebuild or not to rebuild the improvements. If
Lessee chooses not to rebuild the improvements on the Premises, and if Lessee is not in default
~,A~ hereunder, Lessee may elect to terminate this Lease by written notice served on Lessor within thirty (30)
days after the occurrence of such damage.
(c) In addition, Lessee shall, throughout the Term, and any extensions thereof, of this Lease,
at its own cost and expense, keep and maintain the existing lawn area of the Lessor's Property along the
frontage abutting Darby Street consistent with all landscaped areas on the Premises.
11. Option to Purchase: During the Term of this Lease, and any extensions thereof, Lessee
shall have the right to purchase the Lessor's Property from the Lessor for the then fair market value of the
Lessor's Property ("Option"). For the purposes of this Paragraph 11, fair market value shall be
determined by the following method. Within thirty (30) days after notice from Lessee to Lessor of
Lessee's desire to exercise this Option, Lessor and Lessee shall each select a real estate appraiser (each an
"Appraiser" and collectively the "Appraisers"). Each Appraiser shall, within thirty (30) days of being
named, independently determine a valuation for the Lessor's Property, unencumbered by this Lease or any
restrictions as to use contained herein, and provide a copy of his/her appraisal to both Lessee and Lessor.
The purchase price of the Lessor's Property under this Option shall be equal to the two Appraisers'
valuations added together and divided by two (2). The result shall be the fair market value of the Lessor's
Property for purposes of this Option. All costs and expenses associated with the appraisal of the Lessor's
Property, including the fees of the Appraisers, shall be paid by Lessee. In the event Lessee elects to
purchase the Lessor's Property under this Option, Lessee shall notify Lessor in writing, within thirty (30)
days of receipt of both Appraisers valuations, of such election. If Lessee elects to purchase the Lessor's
Property, closing shall occur within thirty (30) days of Lessor's receipt of such notification to purchase
from Lessee. Lessor agrees that if Lessee so elects to purchase the Lessor's Property, Lessee shall cause
The Grand Lodge of Ohio, Independent Order of Odd Fellows ("Odd Fellows") to fully release, relinquish
and abandon the Odd Fellow's right of reversion in the Lessor's Property, as set forth in that certain quit-
claim deed between the Odd Fellows and Lessee, dated April 23, 1996, recorded at Volume 31950, Page
A12 of the Franklin County, Ohio Recorder's Office. Closing costs for the sale of Lessor's Property to
Lessee hereunder shall be allocated as is customary in Franklin County, Ohio.
12. License to Use Premises: Upon completion of the Lot and on the terms and conditions
contained below, Lessee hereby grants Lessor (i) a license to use eight (8) parking spaces on the
Premises, adjacent to the north side of the Building, not more than twenty (20) times per year and not
more than four (4) hours in duration on each occasion, and (ii) a license to use the entire Premises, not
more than three (3) times per calendar year, and not more than twenty-four (24) hours in duration on each
occasion (individually (i) and (ii) referred to herein as a "Special Event" and collectively referred to
herein as the "Special Events"). Lessor shall notify Lessee of any proposed Special Event (including the
date, time and duration thereof) at least ten (10) days in advance of such Special Event ("Request"). In
the event that Lessee cannot agree to the Request of Lessee, Lessee shall notify Lessor within five (5)
days after Lessee's receipt of the Request, otherwise Lessor's Request shall be honored. In the event of a
{xooasi~s.i } 4
Special Event under (i) above, Lessee shall cause eight (8) parking spaces adjacent to the north side of the
Building to be reserved by placing canvas bags over the signs abutting such parking spaces. In the event
of a Special Event under (ii) above, Lessee shall vacate the Premises for the entire duration of the Special
Event. Lessee's obligations pursuant to a Special Event under (i) above shall be fulfilled by causing the
canvas bags to be placed over the parking signs, and under (ii) above by removing all vehicles of Lessee,
its agents and invitees from the Premises. Lessee shall not be responsible for any unlawful parking or
other violations which may occur on the Premises prior to or during a Special Event. Lessor hereby
agrees that it shall be fully responsible for any damage to the Premises, or any of Lessee's property
thereon, caused during any Special Event by Lessor, its invitees, agents, contractors, or guests.
13. Assignment and Subletting: Lessee may, without the consent of Landlord, sublease the
Premises or assign this Lease or its rights under this Lease. In such event, Lessee shall remain liable for
~°' the payment of all Rent required to be paid under this Lease and for the performance of all terms,
covenants, and conditions of this Lease.
14. Surrender of Possession: Whenever the term shall be terminated, whether by lapse of
time, forfeiture, or in any other way, Lessee covenants and agrees that it will at once surrender and deliver
the Premises. Lessee may remove any fixtures located on the Premises and belonging to Lessee (such as
signage), provided that Lessee shall repair any damage caused by such removal.
15. Equipment and Fixtures: Lessor agrees and hereby waives any right to claim interest
or lien in the improvements constructed on the Premises and any and all signs, trade fixtures, equipment,
furniture or machinery of whatever nature kept or installed in the Premises by Lessee.
16. Notices: Any notice to be given in connection with this Lease shall be in writing and
may be served by personal delivery or be sent by certified mail, or by reputable courier service which
provides written evidence of delivery, addressed as specified in the first paragraph hereof or to such other
address as requested by either party in writing. All notices given in the manner specified herein shall be
effective upon receipt or refusal of receipt.
17. .Consent: Whenever provision is made under this Lease for the consent of Lessor or
Lessee, and no standard therefor is provided, then such consent shall not be unreasonably withheld,
conditioned or delayed. The parties .agree to conduct themselves in good faith and fair dealing in carrying
out the terms and conditions of this Lease.
18. Condemnation:
(a) If, during the Term of this Lease, or any extensions thereof, there shall be taken or
condemned ("Taking") for any public or quasi-public use under any governmental law, ordinance or
regulation or by right of eminent domain or by private purchase in lieu thereof, the entire Premises or any
part thereof, the rights and obligations of Lessor and Lessee with respect to any condemnation award or
consideration for any such transfer (such award or consideration being herein called "condemnation
award") pursuant thereto and with respect to the Premises shall be as hereinafter. set forth:
(i) In the event of a Taking of the entire Premises or so much of the
Premises that, in the opinion of Lessee, it is not economically feasible to continue possession of
the Premises or such part thereof as is not delivered to the condemning authority, this Lease shall
terminate twenty (20) days after notice from Lessee to Lessor of such election to terminate.
(ii) In the event of a Taking of a part of the Premises and Lessee
does not give notice as provided for in paragraph (a)(i) of this Paragraph 18 that it is not
{H0045118.1 }
economically feasible to continue the same use or uses, this Lease shall continue with an
equitable adjustment in the Rent based upon the amount of the Premises taken.
19. Lessee and Lessor's Default/Remedies:
(a) The occurrence of any of the following shall constitute a default by Lessee pursuant to
this Lease: (i) a failure by Lessee to pay rent within thirty (30) days of Lessee's receipt of written notice
from Lessor specifying such failure; (ii) a failure by Lessee to perform obligations pursuant to this Lease
other than as specified in (i) above, within thirty (30) days of Lessee's receipt of written notice from
Lessor specifying such failure or, if it reasonably would require more than 30 days to cure such failure,
within a time reasonably necessary to cure such failure after Lessee's receipt of such written notice
(provided Lessee has undertaken actions to cure the default within such thirty (30) day period and
diligently pursues such efforts to cure to completion) (each an "Event of Default").
(b) In addition to all other remedies provided by law Lessor may terminate the Lease and
reenter the Premises by giving ten (10) days written notice to Lessee upon the happening of any Event of
Default.
(c) Should Lessor fail to perform any of its obligations or violate any of the covenants set
forth in this Lease, if such failure continues for thirty (30) days after written notice thereof from Lessee to
Lessor, Lessor shall be considered in default of this Lease. In the event of default by the Lessor, Lessee
shall have the option to cure said default and deduct the cost of cure from the Rent. In addition to any
other remedies available at law or equity, in the event of default by the Lessor, Lessee shall have the right
to terminate this Lease upon delivery of written notice of its election thereof to Lessor.
(d) All rights and remedies of Lessor and Lessee herein enumerated shall be cumulative and
none shall exclude any other right or remedy allowed by law, and said rights and remedies may be
exercised and enforced concurrently and whenever and as often as occasion therefor arises.
20. Lessor's Warranties and Representations:
(a) With respect to the Premises, Lessor has not received any notice or notices, either orally
or in writing, from any municipal, county, state or any other governmental agency or body, of any zoning,
"~ fire, health, environmental or building violation, or violation of any laws, ordinances, statutes or
regulations relating to pollution, environmental standards or employment practices, which have not
heretofore been corrected, and that no notices have been received from any insurance company or
underwriters pertaining to any violation or requirements that have not been fully corrected;
(b) The execution, delivery and performance of this Lease, and the consummation of the
transaction contemplated hereby, will not result in any breach of, or constitute any default under, or result
in the imposition of any lien or encumbrance against any part of the Premises, under any agreement or
other instrument to which Lessor is a party or by which Lessor or any part of the Premises might be
bound in any manner which would materially affect this transaction, and will not conflict with or violate
any applicable law, rule, regulation, judgment, order or decree of any governmental instrumentality or
court, domestic or foreign, having jurisdiction over Lessor or any part of the Premises;
(c) Lessor has not received any notice or notices, either orally or in writing, of any change
contemplated in any applicable laws, ordinances or restrictions, or any judicial or administrative action, or
{H0045118.1 }
any action by adjacent land owners, which would prevent, limit or in any manner interfere with the
Lessee's proposed use of the Premises;
(d) Lessor has no knowledge of any fact or condition which would result in the termination
of the existing access to and from the Premises and from public highways and roads, nor does Lessor
have any knowledge of any fact or condition which would result in the termination of the existing access
available to pedestrians or to the termination of sewer and other utility services presently serving the
Land;
*~ (e) Lessor has not received any notice or notices, either orally or in writing, of any pending
or threatened condemnation or similar proceeding affecting the Premises or any portion thereof, or any
~,,, pending public improvements, in, about or adjacent to the Premises, nor is Lessor aware that any such
action is presently contemplated;
(f) Lessor has not received any notice or notices, either orally or in writing, or has
knowledge of any action, suit or proceeding pending or threatened against or affecting any part of the
Premises, relating to or arising out of the operation, ownership, custody or control of the Premises, in any
court or before or by any federal, state, county or municipal department, commission, board, bureau or
agency or other governmental instrumentality;
(g) The execution, delivery and performance by Lessor of this Lease and the performance by
Lessor of the transactions contemplated hereunder, and conveyance and delivery by Lessor to Lessee of
possession of, and a leasehold estate in, the Land and easement areas have each been duly authorized by
the respective directors or trustees of Lessor, and Lessor shall provide Lessee with certified resolutions, in
form satisfactory to Lessee, evidencing such authorization;
(h) Lessor, to the best of Lessor's knowledge and belief, has not used the Premises for the
disposal of any hazardous or toxic waste materials; nor has the Premises ever contained, nor does it
currently contain, any hazardous or toxic waste materials, in violation of any applicable environmental
laws or regulations including, but not limited to, Section 103 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. 9601, et sec ., any "superlien" laws, any
"superfund" laws, or similar federal or state laws, or any successor statutes thereto (the "Environmental
Laws"), nor has any "clean-up" of the Premises occurred pursuant to the Environmental Laws which
could give rise to liability on the part of Lessee to reimburse any governmental authority for the costs of
such clean-up, nor a lien or encumbrance on the Premises.
21. Quiet Enjoyment: Lessor covenants that Lessor is seized of the Premises, in fee simple,
and has full right to make this Lease and that, as long as Lessee faithfully performs the agreements, terms,
covenants and conditions of this Lease, Lessee shall have quiet and peaceable possession of the Premises
during the term, or any extension hereof. Lessor warrants that the Premises is free and clear of all liens,
encumbrances and restrictions except those set forth in Exhibit "C", attached hereto and made a part
hereof, and Lessor further agrees that, except as herein provided, Lessor shall at no time permit any
mortgage or other lien to hereafter encumber the Premises or Lessor's interest herein.
22. Lessee's Representations:
(a) The execution, delivery and performance of this Lease, and the consummation of the
transaction contemplated hereby, will not result in any breach of, or constitute any default under, or result
in the imposition of any lien or encumbrance against any part of the Premises, under any agreement or
other instrument to which Lessee is a party or by which Lessee or any part of the Premises might be
bound in any manner which would materially affect this transaction.
{H0045118.1 } 7
(b) The execution, delivery and performance by Lessee of this Lease and the performance by
Lessee of the transactions contemplated hereunder, and acceptance by Lessee of possession of, and a
leasehold estate in, the Premises and easement areas have each been duly authorized by City Council and
such action is taken pursuant to authorized ordinance.
23. Waiver: The waiver by either party of any breach of any term, covenant or condition
herein contained shall not be deemed to be a waiver of such term, covenant or condition or any
subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent
acceptance of Rent or other sums hereunder by either party shall not be deemed to be a waiver of any
preceding breach by the other party of any term, covenant or condition of this Lease other than the failure
to pay the particular Rent or other sum so accepted, regardless of the accepting party's knowledge of such
preceding breach at the time of acceptance of such rent or other sum.
24. Subordination and Attornment: This Lease shall be subject and subordinate to any
mortgage or deed of trust now in force, provided, that the lender under any such mortgage or deed of trust
and Lessee shall have executed and delivered to each other a commercially reasonable non-disturbance
and attornment agreement pursuant to which said lender acknowledges that Lessee's interest in the
Premises and rights under the Lease shall not be disturbed so long as Lessee is not in default hereunder
beyond any applicable notice and cure periods. Lessee agrees to attorn to and recognize any purchaser or
transferee of Lessor's interest in the Premises, provided that said purchaser or transferee enters into a
commercially reasonable non-disturbance agreement with Lessee as described in the foregoing sentence.
25. Accord and Satisfaction: No payment by either party or receipt by the other party of a
lesser amount than the sums herein reserved shall be deemed to be other than on account of the earliest
stipulated sum, nor shall any endorsement or statement on any check or any letter accompanying any
check be deemed an accord and satisfaction.
26. Memorandum of Lease: The parties hereto covenant and agree that Lessor and Lessee
will, simultaneously with the execution of this Lease, execute ashort-form or Memorandum of Lease
duly acknowledged and in the form attached hereto as Exhibit "D", which either party shall have the right
to record. Such Memorandum of Lease shall set forth the commencement and termination dates hereof,
as well as Lessee's option to renew the lease term and Lessee's option to purchase.
27. Entire Agreement: This Lease, and any riders attached hereto and forming a part
hereof, set forth all the promises, agreements, conditions, and understandings between Lessor and Lessee
relative to the Premises, and there are no other promises, agreements, conditions or understandings either
oral or written, between the parties other than those herein set forth. No subsequent alterations,
amendment, change or addition to this Lease shall be binding upon Lessor or Lessee unless such changes
are agreed to in writing by both Lessor and Lessee.
[Signatures on following page]
{H0045118.1 }
~.s
IN WITNESS WHEREOF, Lessor and Lessee have hereunto executed this Lease and affixed
their seals as of the day and year first above written.
WITNESSES: LESSOR:
Rebekah Lodge Starlight #856,
a(n)
By:
Print Name:
Print Name:
WITNESSES:
Print Name:
Print Name:
STATE OF
Its:
LESSEE:
City of Dublin,
an Ohio municipal corporation
By:
Its:
ss
COUNTY OF
The foregoing instrument was acknowledged before me this day of January, 2001, by
of Rebekah Lodge Starlight #856, a
on behalf of said
STATE OF OHIO
Notary Public
My Commission Expires:
ss
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of January, 2001, by
of The City of Dublin, an Ohio
municipal corporation, on behalf of said municipal corporation.
{H0045118.1 }
Notary Public
My Commission Expires:
9
EXHIBIT A
PREMISES
{H0045118.1 }
_ ~, ~.__
__ JAN-88-2001 13 57 CITY OF DUBLIN DEU. 614 761 6506 P.02i02
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EXHIBIT B
LEGAL DESCRIPTION -LESSOR'S PROPERTY
Situate in the State of Ohio, County of Franklin, Township of Washington
Begin part of Survey No. 2512, Virginia Military Lands, also being a part of the same tract of 18.15 acre,
more or less, of land (County Auditor's Parcel No. 1 in the Village of Dublin) conveyed to William P.
Varga by Lucille C. Taylor and Forest G. Taylor in a deed dated March 15, 1957, recorded in Deed Book
~~, 2023, page 648, Recorder's Office, Franklin County, Ohio.
Also being a part of a more recent conveyance by William P. Varga and Kathryn S. Varga to Board of
Education, Washington Local School District, Franklin County, Ohio, in a Deed dated October 11, 1957,
recorded in Deed Book 2067, page 232, Recorder's Office, Franklin County, Ohio, and being more
particularly described as follows:
Beginning for a point of reference at a tacked hub (called for iron pin) at the intersection of the northerly
line of a 16.50 foot alley (running east and west or the north side of old school lot) and the westerly line
of a 20 foot alley (running north and south on the west side of old school lot);
Thence from the beginning point of reference S. 7° 46' 40" E. along the westerly line of said 20 foot alley
for a distance of 221 feet to an iron pin set at the true place of beginning of this description;
Thence continuing along the west line of said 20 foot alley S. 7° 46' 40" E. a distance of 135 feet to an
iron pin (passing an iron pin on line at 18.5 feet), the northeast corner of Board of Washington Township
Trustees 0.478 Acre tract; thence S. 82° 13' 20" W. a distance of 104 feet to an iron pin in the north line
of said 0.478 acre tract;
Thence N. 7° 46' 40" W. a distance of 135 feet to an iron pin; thence N. 82° 13' 20" E. a distance of 104
feet to the true place of beginning of this description containing 0.322 Acres, more or less, of land.
{xooas~ts.t }
EXHIBIT C
PERMITTED EXCEPTIONS
r.+
{H0045118.1 )
EXHIBIT D
MEMORANDUM OF LEASE FORM
W
{H0045118.1 }
MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE ("Memorandum"), made this day of
January, 2000, by and between Rebekah Lodge Starlight #856, a(n)
whose mailing address is 12921 Beecher Gamble,
Marysville, Ohio 43040 ("Lessor") and The City of Dublin, an Ohio municipal
corporation, whose mailing address is c/o Department of Development, 5800 Shier-
Rings A, Dublin, Ohio 43016 ("Lessee").
WITNESSETH
WHEREAS, pursuant to that certain ground lease between Lessor and Lessee
dated January , 2001 ("Lease") for a portion of land approximately 80' x 104' as
more fully described on Exhibit A, attached hereto and made a part hereof, Lessor leased
to Lessee and Lessee let from Lessor the certain real property situated in the City of
Dublin, County of Franklin and State of Ohio ("Premises");
WHEREAS, the Premises is a part of the Lessor's real property as described on
Exhibit B, attached hereto and made a part hereof ("Lessor's Property"); and
WHEREAS, Lessor and Lessee have executed this Memorandum for the
purposes of establishing the Lease and establishing Lessee's leasehold interest and estate
in and to the Premises;
~. NOW THEREFORE, for and in consideration of Ten Dollars ($10.00) and other
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Lessor and Lessee hereby confirm and agree to the foregoing and the following:
1. The parties to the Lease and their respective addresses are as stated above
in the preamble.
2. The Lease term commenced on the 17th day of January, 2001 for an initial
term of thirty (30) years.
3. Lessor agrees, pursuant to the terms and conditions of the Lease, to lease
the Premises to Lessee, and Lessee agrees, pursuant to the terms and conditions of the
Lease, to let the Premises from Lessor. Nothing contained herein shall be deemed to be
terms of the Lease.
{H0046574.] }
4. Pursuant to the Lease, Lessee has three (3) option terms to renew the
Lease for a period of five (5) additional lease years. Each such option must be exercised
by providing Lessor with written notice thereof at least ninety (90) days prior to the
expiration of the original term or renewal term (as the case may be); provided, however,
that if Lessee fails to exercise any renewal option, the Lessee's rights to exercise the option shall
not expire unless Lessee fails to exercise said option within thirty (30) days after written notice to
the Lessee from the Lessor of the Lessee's failure to exercise said option
5. Lessee at any time during the Lease Term, as may be extended, has the
option to purchase the Lessor's Property from Lessor for the then fair market value and
according to the terms and conditions set forth in the Lease.
6. Prior Instrument Reference: Volume 31950, Page A12 of the Franklin
County, Ohio Recorder's Office.
IN WITNESS WHEREOF, the parties have executed this Memorandum of Lease
as of the date first written above.
Signed and acknowledged LESSOR
in the presence of
Rebekah Lodge Starlight #856, a(n)
Print Name:
Print Name:
By:
Print Name:
Its:
Signed and acknowledged LESSEE
in the presence of
The City of Dublin, an Ohio municipal
corporation
Print Name:
Print Name:
By:
Print Name:
Its:
{H0046574.1 } 2
STATE OF OHIO
COUNTY OF
ss.
The foregoing instrument was acknowledged before me this day of January, 2001, by
of Rebekah Lodge Starlight #856,
a(n) ,for and on behalf of said
Notary Public
STATE OF OHIO
COUNTY OF
ss.
The foregoing instrument was acknowledged before me this day of January, 2001, by
of The City of Dublin, an Ohio
municipal corporation, for and on behalf of said municipal corporation.
Notary Public
This instrument prepared by:
Adam L. Smith, Esq.
„~,,,,, Schottenstein, Zox & Dunn
41 S. High Street, Suite 2600
Columbus, Ohio 43215
{H0046574.1 }
3
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EXHIBIT A
PREMISES
r.
{H0046574.1 }
_. JAN-02-2001 13 57 CITY OF DUBLIN DEU. ~ 614 761 6506 P.02i02
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EXHIBIT B
LESSOR'S PROPERTY -LEGAL DESCRIPTION
Situate in the State of Ohio, County of Franklin, Township of Washington
Begin part of Survey No. 2512, Virginia Military Lands, also being a part of the same tract of
18.15 acre, more or less, of land (County Auditor's Parcel No. 1 in the Village of Dublin)
~,,,,, conveyed to William P. Varga by Lucille C. Taylor and Forest G. Taylor in a deed dated March
15, 1957, recorded in Deed Book 2023, page 648, Recorder's Office, Franklin County, Ohio.
~' Also bein a art of a more recent conve ance b William P. Var a and Kat
S p y y g hryn S. Varga to
Board of Education, Washington Local School District, Franklin County, Ohio, in a Deed dated
October 11, 1957, recorded in Deed Book 2067, page 232, Recorder's Office, Franklin County,
Ohio, and being more particularly described as follows:
Beginning for a point of reference at a tacked hub (called for iron pin) at the intersection of the
northerly line of a 16.50 foot alley (running east and west or the north side of old school lot) and
the westerly line of a 20 foot alley (running north and south on the west side of old school lot);
Thence from the beginning point of reference S.
foot alley for a distance of 221 feet to an iror
description;
7° 46' 40" E. along the westerly line of said 20
pin set at the true place of beginning of this
Thence continuing along the west line of said 20 foot alley S. 7° 46' 40" E. a distance of 135 feet
to an iron pin (passing an iron pin on line at 18.5 feet), the northeast corner of Board of
Washington Township Trustees 0.478 Acre tract; thence S. 82° 13' 20" W. a distance of 104 feet
to an iron pin in the north line of said 0.478 acre tract;
Thence N. 7° 46' 40" W. a distance of 135 feet to an iron pin; thence N. 82° 13' 20" E. a distance
of 104 feet to the true place of beginning of this description containing 0.322 Acres, more or less,
of land.
{H0046574.1 }