Ordinance 016-16Du,. L,0 OWL W...
Ordinance No. 16 -16
RECORD OF ORDINANCES
Furor N". fWl?
PaSSPd
AN ORDINANCE AUTHORIZING THE PROVISION OF CERTAIN
INCENTIVES TO CARDINAL HEALTH, INC. TO INDUCE IT TO
RETAIN OPERATIONS AND WORKFORCE WITHIN THE CITY
WHEREAS, consistent with the City's Economic Development Strategy (the "Strategy)
approved by Dublin City Council Resolution No. 07 -94 adopted on June 20, 1994, and the
updated Strategy approved by Dublin City Council Resolution No. 30 -04 adopted on July
6, 2004, the City desires to encourage commercial office development and create and
preserve jobs and employment opportunities within the City; and
WHEREAS, Cardinal Health, Inc. (the "Company) recently performed a comprehensive
examination of Its workforce needs, and based on the results of this examination, and
induced by and in reliance on the economic development incentives provided in the
proposed Development Agreement (as described below), the Company is desirous of
retaining operations and workforce within the City; and
WHEREAS, this Council has determined that it is necessary and appropriate and in the
best interests of the City to provide for certain economic development incentives to the
Company, as described in the proposed Economic Development Agreement; and
WHEREAS, this Council has determined to offer the economic development incentives,
the terms of which are set forth in a substantially final form of the Agreement presently
on file in the office of the Clerk of Council, to induce the Company to retain operations
and workforce, all within the City, which will result in the preservation of existing jobs
and employment opportunities within the City and the possible creation of new jobs and
employment opportunities within the City, thereby Improving the economic welfare of the
people of the State of Ohio and the City, all as authorized in Article VIII, Section 13 of
the Ohio Constitution.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, 1 of the elected members concurring, that:
Section 1. The Economic Development Agreement by and between the City and the
Company, in the form presently on file with the Clerk of Council, providing for, among
other things, the provision of certain economic development incentives in consideration
for the Company's agreement for the retention of workforce within the City, which will
result in the preservation of existing jobs and employment opportunities within the City
and the possible creation of new jobs and employment opportunities within the City, is
hereby approved and authorized with changes therein not inconsistent with this
Ordinance and not substantially adverse to this City and which shall be approved by the
City Manager. The City Manager, for and in the name of this City, is hereby authorized to
execute that Agreement, provided further that the approval of changes thereto by that
official, and their character as not being substantially adverse to the City, shall be
evidenced conclusively by the execution thereof. This Council further authorizes the City
Manager, for and in the name of the City, to execute any amendments to the Agreement,
which amendments are not inconsistent with this Ordinance and not substantially adverse
to this City.
Section 2. This Council further hereby authorizes and directs the City Manager, the
Director of Law, the Director of Finance, the Clerk of Council, or other appropriate officers
of the City to prepare and sign all agreements and instruments and to take any other
actions as may be appropriate to implement this Ordinance, including the Lease attached
as Exhibit B to the Economic Development Agreement.
Section 3. This Council finds and determines that all formal actions of this Council and
any of its committees concerning and relating to the passage of this Ordinance were
RECORD OF ORDINANCES
Ordinance No. 16-16 Possed Page 2 of 2 20
taken in open meetings of this Council or committees, and that all deliberations of this
Council and any of its committees that resulted in those formal actions were in meetings
open to the public, all in compliance with the law including Section 121.22 of the Revised
Code.
Clerk of Council
Passed: 2016
Effective: oZ 2016
re and effect on the earliest date permitted
Cityof Dublin
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 -410 -4400 •Fax; 614 - 4104490
1
To: Members of Dublin City Council
From; papa L. McDaniel, City Mana '
pate; April 7, 2016
Initiated ay; Colleen Gilger, Director of Economic Development
Donna Gass, Director of Development
Re; Ordinance 16 -16 - Economic Development Agreement with Cardinal Health
Summary
Cardinal Heaith, Dublin's largest employer, has seen tremendous growth over the last few years by
serving the needs of patients, providers, payers, pharmacists and manufacturers,
As part of Cardinal Health's continued growth and commitment to the Dublin community, the
company is planning to occupy the properly at 6100 Rings Road in Dublin fora 12 -year lease term,
pending Dublin City Council approval of proposed City incentives The 400,000 square -foot
property at 510Q Rings Road will allow the company to consolidate approximately 2,0Q0 Cardinal
Heaith employees and contractors currently located in four other Dublin locations into one facty,
The lease runs from January 201 through December 2030, Cardinal Health anticipates that it will
begin moving employees to the 5100 Rings Road location by the first half of 2018, and will follow a
sequenced occupancy roll -out that will occur over the next three years.
Cardinal currently has 936,000 square feet of total office space and 4,800 employees and
contractors spread across the City of Dublin, This lease will provide Cardinal the ability to ca- locate
functional teams and the flexibility to plan for its growth,
In order for the prope�y to meet the growing needs of Cardinal, the City is proposing to utilize
approximately 10 acres on a Ciry -awned parcel of land adjacent to 510Q Rings Road to build
additional parking to accommodate that growth within 510Q Rings Road, The City acquired this
23,75 acre parcel for $2 million from Nationwide earlier this month. The 10 acres needed for this
parking expansion is valued at $842,105.
The existing parking fat at 5100 Rings Raad has approximately 1,90Q spaces The Ciry, as an
incentive to Cardinal, is proposing to add approximately 750 adjacent spaces to make the building
site a viable growth option far Cardinal. If approved, the City would construct the new parking lot
in 7017,
The cost to build the parking lot ranges from $2,5 to $3 million The Ciry proposed to lease the
parking lotto Cardinal far $1�year to run concurrently with the term of the building lease, The
company will assume day -ta -day operating cost, while the Ciry wiN retain ownership responsibility
for long -term maintenance of the property,
Additionally, in January 2Q16, Ciry Council passed Resolution 06.16 allowing Cardinal access to the
Dublink fiber system through an Indefeasible Right to Use (IRU }agreement,
Memo re, Ordinance 16 -16
April 7, 2016
page 2 of Z
The total value of this incentive offering is approximately $3,3 million to $3,8 million, Assuming
total estimated payroll withholdings over the term of the lease to be $31 million, the City expects
to net approximately $27,2 million over the term of the lease, The City in return retains
approximately 2,000 Cardinal employees and positions the Company to have growth opportunities
in a larger facility,
Cardinal Health is under a 2003 economic Development Agreement with the City that is
performance -based (2004 *2016), That agreement ends in 2016 once Cardinal reaches $7.5 million
in total incentives paid, with the final payment due in early 2017, Cardinal had been receiving an
annual payment ranging from $500,000 to $750,000 There will be no overlapping of economic
development agreements,
Recommendation
Staff recommends approval of Ordinance 16 -16 at the second readingJpubiic hearing on April 25,
2016, Cardinal Health continues to exceed expectations in regard to its operations and continued
job growth in Dublin, please contact Colleen Giiger or Donna Goss with any questions you may
have,
ECONOMIC DEVELOPMENT AGREEMENT
THIS ECONOMIC DEVELOPMENT AGREEMENT (the Agreement') is made and entered into this
day of , 2016 (the Effective Date "), by and between the CITY OF DUBLIN,
OHIO (the "City'), a municipal corporation duly organized and validly existing under the
Constitution and the laws of the State of Ohio (the "State ") and its Charter, and CARDINAL HEALTH,
INC., an Ohio corporation (the "Company" and together with the City, the `Parties "), under the
circumstances summarized in the following recitals.
RECITALS:
WHEREAS, consistent with its Economic Development Strategy (the "Strategy") approved by
Dublin City Council Resolution No. 07 -94 adopted on June 20, 1994, and the updated Strategy
approved by Dublin City Council Resolution No. 30 -04 adopted on July 6, 2004, the City desires to
encourage commercial office development and create and preserve jobs and employment
opportunities within the City; and
WHEREAS, based on the results of the Company's recent comprehensive examination of
workforce needs, and induced by and in reliance on the economic development incentives provided
in this Agreement, the Company is desirous of consolidating approximately 2,000 employees and
contractors, which are currently working at four different Dublin locations, into a single facility
within the City which is located at 5100 Rings Road (the Building "); and
WHEREAS, the Building's current parking lot has approximately 900 spaces and to facilitate
the Company's consolidation, the Company anticipates that it will need approximately 767
additional parking spaces; and
WHEREAS, pursuant to Ordinance No. 16 -16 passed on , 2016 (the
"Ordinance "), the City has determined to offer the economic development incentives described
herein to induce the Company to lease the Building for the purpose of consolidating various offices
and associated operations and workforce within the City, which will result in the retention of existing
jobs and employment opportunities and the possible creation of new jobs and employment
opportunities, and which will improve the economic welfare of the people of the State of Ohio and
the City, all as authorized in Article VIII, Section 13 of the Ohio Constitution; and
WHEREAS, to facilitate the Company's consolidation of certain of its operations and
workforce to the Building and to promote the retention and potential creation of employment
opportunities within the City, the City has identified 10 acres of real property which is located
adjacent to the Building (which real property is depicted on EXHIBIT A which is incorporated
herein by reference and such real property is referred to herein as the Parking Expansion Area ")
and hereby agrees to construct thereupon a parking lot which will include at least 767 parking
spaces, all in an effort to accommodate the Company's consolidation; and
WHEREAS, the City expects that the cost of designing and constructing the Parking
Expansion Area will be between $2.5 million to $3 million; and
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WHEREAS, the City and the Company have determined to enter into this Agreement to
provide the incentives in order to induce the Company to lease the Building and consolidate certain
of its operations and workforce, all within the City;
Now THEREFORE, the City and the Company covenant, agree and obligate themselves as
follows:
Section 1. Companv's Agreement to Lease the Building and Consolidate Certain of its
Operations and Workforce Within the City.
(a) In consideration for the economic development incentives to be provided by the City
herein, the Company agrees that it will lease the Building for the purpose of consolidating certain
offices and associated operations and workforce within the City, all consistent with the terms of this
Agreement. The Company expects to retain approximately Two Thousand (2,000) employee or
contractor positions in the City by December 31, 2018. The Company, as aresult of the consolidation,
will have the ability to add an additional 600 employee or contractor positions at the Building. The
total estimated payroll withholdings for those existing employee or contractor positions is estimated
to be approximately Thirty -One Million Dollars ($31,000,000) over the term of this Agreement.
(b) The Company agrees that the City's obligation to design, construct and lease the
Parking Expansion Area to the Company (in accordance with this Agreement and the hereafter
defined Parking Expansion Lease Agreement) shall be contingent upon the Company delivering to
the City a fully executed copy of an agreement evidencing the Company's lease of the Building for a
term from January 1, 2018 through December 31, 2030 (the Building Lease Agreement "); provided,
however, and notwithstanding any provision herein to the contrary, if the Company shall, after having
acted in good faith, fail to execute the Building Lease Agreement within the period set forth in
subsection 3(r)(i), (a) this Agreement will terminate without such failure constituting a breach by the
Company, (b) the City's obligation to design, construct and lease the Parking Expansion Area to the
Company will be terminated and (c) the Company will owe no penalties to the City as a result of such
failure.
Section 2. Citv's Agreement to Design, Construct and Lease the Parking Expansion
Area.
(a) General. Inconsideration for the Company's agreement to execute the Building Lease
Agreement for the consolidation of certain of its offices and associated operations and workforce
within the City, the City agrees to provide economic development incentives to the Company in
accordance with this Section.
(b) Design and Construction of the Parking Expansion Area. The City agrees that it
will, at the sole cost of the City, cause the Parking Expansion Area to be designed, constructed and
substantially completed no later than December 1, 2017. The City further agrees that the Parking
Expansion Area will be designed and constructed in such a manner to reasonably accommodate at
least 767 standard parking spaces with a reasonable number of vehicular and pedestrian access
points for use in connection with the Building.
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(c) Lease of the Parking Expansion Area Provided that the Company has satisfied
Section 1(b) and the City has satisfied Section 2(b), the Parties shall execute a lease agreement (with
the terms and in substantially the form which is attached hereto as EXHiBIT B which is incorporated
herein by reference and referred to herein as the 'Parking Expansion Lease Agreement') which will
provide for the lease of the Parking Expansion Area from the City to the Company for the sum of One
Dollar ($1.00) per year from January 1, 2018 to December 31, 2030.
Section 3. Miscellaneous.
(a) Assignment. This Agreement may not be assigned without the prior written consent
of all non - assigning Parties.
(b) Binding Effect. The provisions of this Agreement shall be binding upon and inure to
the benefit of the Parties and their respective successors and permitted assigns.
(c) Captions. The captions and headings in this Agreement are for convenience only and
in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement.
(d) Day for Performance. Wherever herein there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
(e) Economic Development Assistance Certification. The Company has made no false
statements to the City in the process of obtaining approval of the incentives described in this
Agreement. If any representative of the Company has knowingly made a false statement to the City
to obtain the incentives described in this Agreement, the Company shall be required to immediately
return all benefits received under this Agreement pursuant Ohio Revised Code Section 9.66(C)(2)
and shall be ineligible for any future economic development assistance from the State, any State
agency or a political subdivision pursuant to Ohio Revised Code Section 9.66(C)(1). The Company
acknowledges that any person who provides a false statement to secure economic development
assistance may be guilty of falsification, a misdemeanor of the first degree, pursuant to Ohio Revised
Code Section 2921.13(F)(1), which is punishable by a fine of not more than $1,000 and/or a term of
imprisonment of not more than six months
(f) Entire Agreement. This Agreement constitutes the entire Agreement between the
Parties on the subject matter hereof and supersedes all prior negotiations, agreements and
understandings, both written and oral, between the Parties with respect to such subject matter. This
Agreement may not be amended, waived or discharged except in an instrument in writing executed
by the Parties. Notwithstanding the foregoing, the Parties acknowledge that the Parking Expansion
Lease Agreement will be executed between the Parties.
(g) Events of Default and Remedies. Except as otherwise provided in this Agreement, in
the event of any default in or breach of this Agreement, or any of its terms or conditions, by any Party
hereto, such defaulting Party shall, upon written notice from any non - defaulting Party, proceed
immediately to cure or remedy such default or breach, and, in any event, within thirty (30) days after
receipt of such notice. In the event such default or breach is of such nature that it cannot be cured or
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remedied within said thirty (30) day period, then in such event the defaulting Party shall upon written
notice from any non - defaulting Party commence its actions to cure or remedy said breach within said
thirty (30) day period, and proceed diligently thereafter to cure or remedy said breach. In case such
action is not taken or not diligently pursued, or the default or breach shall not be cured or remedied
within a reasonable time, the aggrieved non - defaulting Party may institute such proceedings as may
be necessary or desirable in its opinion to cure and remedy such default or breach, including, but not
limited to, proceedings to compel specific performance by the defaulting Party.
(h) Executed Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed to constitute an original, but all of which together shall constitute but
one and the same instrument. It shall not be necessary in proving this Agreement to produce or
account for more than one of those counterparts.
(i) Extent of Covenants: No Personal Liabilitv. All covenants, obligations and
agreements of the Parties contained in this Agreement shall be effective to the extent authorized and
permitted by applicable law. No such covenant, obligation or agreement shall be deemed to be a
covenant, obligation or agreement of any present or future member, officer, agent or employee of the
City or the Company other than in his or her official capacity, and neither the members of the
legislative body of the City nor any official executing this Agreement shall be liable personally under
this Agreement or be subject to any personal liability or accountability by reason of the execution
thereof or by reason of the covenants, obligations or agreements of the City and the Company
contained in this Agreement.
0) Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio without regard to its principles of conflicts of laws. All claims,
counterclaims, disputes and other matters in question between the City, its agents and employees, and
the Company, its employees and agents, arising out of or relating to this Agreement or its breach will
be decided in a court of competent jurisdiction within Franklin County, Ohio.
(k) Legal Authority. The Parties respectively represent and covenant that each is legally
empowered to execute, deliver and perform this Agreement and to enter into and carry out the
transactions contemplated by this Agreement. The Parties further respectively represent and covenant
that this Agreement has, by proper action, been duly authorized, executed and delivered by the Parties
and all steps necessary to be taken by the Parties have been taken to constitute this Agreement, and
the covenants and agreements of the Parties contemplated herein, as avalid and binding obligation of
the Parties, enforceable in accordance with its terms.
(1) Limit on Liabilitv. Notwithstanding any clause or provision of this Agreement to the
contrary, in no event shall City or the Company be liable to each other for punitive, special,
consequential, or indirect damages of any type and regardless of whether such damages are claimed
under contract, tort (including negligence and strict liability) or any other theory of law.
(m) Notices. Except as otherwise specifically set forth in this Agreement, all notices,
demands, requests, consents or approvals given, required or permitted to be given hereunder shall be
in writing and shall be deemed sufficiently given if actually received or if hand - delivered or sent by
recognized, overnight delivery service or by certified mail, postage prepaid and return receipt
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requested, addressed to the other Party at the address set forth in this Agreement or any addendum to
or counterpart of this Agreement, or to such other address as the recipient shall have previously
notified the sender of in writing, and shall be deemed received upon actual receipt, unless sent by
certified mail, in which event such notice shall be deemed to have been received when the return
receipt is signed or refused. For purposes of this Agreement, notices shall be addressed to:
(i) the City at: City of Dublin, Ohio
5800 Shier Rings Road
Dublin, Ohio 43016 -7295
Attention: Economic Development Director
(ii) the Company at: Cardinal Health, Inc.
Dublin, Ohio 4301
Attention:
The Parties, by notice given hereunder, may designate any further or different addresses to which
subsequent notices; certificates, requests or other communications shall be sent.
(n) No Waiver. No right or remedy herein conferred upon or reserved to any Party is
intended to be exclusive of any other right or remedy, and each and every right or remedy shall be
cumulative and in addition to any other right or remedy given hereunder, or now or hereafter legally
existing upon the occurrence of any event of default hereunder. The failure of any Party to insist at
any time upon the strict observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement shall not impair any such right or remedy
or be construed as a waiver or relinquishment thereof. Every right and remedy given by this
Agreement to the Parties hereto may be exercised from time to time and as often as may be deemed
expedient by the parties hereto, as the case may be.
(o) Recitals. The Parties acknowledge and agree that the facts and circumstances as
described in the Recitals hereto are an integral part of this Agreement and as such are incorporated
herein by reference.
(p) Severability. If any provision of this Agreement, or any covenant, obligation or
agreement contained herein is determined by a court to be invalid or unenforceable, that determination
shall not affect any other provision, covenant, obligation or agreement, each of which shall be
construed and enforced as if the invalid or unenforceable portion were not contained herein. That
invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each
such provision, covenant, obligation or agreement shall be deemed to be effective, operative, made,
entered into or taken in the manner and to the full extent permitted by law.
(q) Survival of Representations and Warranties. All representations and warranties of the
Parties in this Agreement shall survive the execution and delivery of this Agreement.
(r) Term of Agreement. This Agreement shall become effective as of the Effective Date
and shall continue until the earlier of (i) September 1, 2017 provided that on that day the Company
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shall have theretofore failed to satisfy the requirements of Section 1(b), (ii) any date prior to December
31, 2030 (but not earlier than January 1, 2020) on which the City reasonably determines that the
aggregate number of Company employees and contractors working at the Building is less than 1,000
or (iii) December 31, 2030.
(s) Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under
or by reason of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the City and the Company have caused this Agreement to be executed
in their respective names by their duly authorized representatives, all as of the date first written above.
Approved as to Form:
C
Printed: Stephen J. Smith
Title: Director of Law
CITY OF DUBLIN, OHIO
MM
Printed: Dana L. McDaniel
Title: City Manager
CARDINAL HEALTH, INC.
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FISCAL OFFICER'S CERTIFICATE
The undersigned, Director of Finance of the City under the foregoing Agreement, certifies
hereby that the moneys required to meet the obligations of the City under the foregoing Agreement
during Fiscal Year 2016 have been appropriated lawfully for that purpose, and are in the Treasury of
the City or in the process of collection to the credit of an appropriate fund, free from any previous
encumbrances. This Certificate is given in compliance with Sections 5705.41 and 5705.44, Ohio
Revised Code.
Dated: .2016
Angel L. Mumma
Director of Finance
City of Dublin, Ohio
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EXHIBIT A
DEPICTION OF PARKING EXPANSION AREA
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EXHIBIT B
PARKING EXPANSION LEASE AGREEMENT
THIS LEASE is made and entered into on this day of , 2016 (the "Effective
Date "), by and between City of Dublin, Ohio, an Ohio municipal corporation, whose address is
5200 Emerald Parkway, Dublin, Ohio 43017 (hereinafter referred to as "Landlord" or "City ") and
Cardinal Health, Inc., an Ohio corporation, whose mailing address is 7000 Cardinal Place,
Dublin, Ohio 43017 (hereinafter referred to as "Tenant ").
1. PREMISES: Landlord, in consideration of the rent to be paid and the covenants to be
performed by Tenant, does hereby demise and lease unto Tenant, and Tenant hereby rents from
Landlord, the parking lot depicted in Exhibit "A" (the "Premises ").
2. TERM: The term of this Lease and Tenant's obligation to pay rent hereunder shall
run concurrent with the Tenant's lease term for the entire building located at 5100 Rings Road and
terminate on the earlier of (a) The termination of the lease of the entire building located at 5100 Rings
Road by the Tenant or (b) upon ninety (90) days written notice by Landlord to the Tenant.
3. RENTAL: Tenant agrees to pay Landlord the sum of One Dollar ($1.00) per year on
July 1 of each year as rental for the term of this Lease. Tenant shall be responsible for all real estate
taxes and assessments attributable to Premises during to the term hereof. Tenant shall, within thirty
(30) days after receipt of an invoice thereafter reimburse Landlord for such taxes and assessments;
provided, however, that Tenant shall not be responsible for reimbursing Landlord for any real estate
taxes and expenses attributable to any period before the Effective Date herein.
3. USE: The Premises shall be used by Tenant as a parking lot for its employees, and
for no other purpose. Tenant shall, at its own expense, comply with all laws, orders and ordinances
respecting all matters of occupancy, condition or maintenance of the Premises, and Tenant shall
indemnify and hold Landlord harmless from any and all costs or expenses on account of Tenant's use
and occupancy of the Premises. Tenant shall procure and maintain all licenses and permits legally
necessary for the operation of Tenant's business and allow Landlord to inspect same on request.
Tenant shall be responsible for compliance with the Americans with Disabilities Act with respect to
the Premises. Tenant hereby agrees to indemnify and hold Landlord harmless from any and all claims,
demands, liabilities, costs and expenses of every nature and kind (including attorneys' fees) which
Landlord may sustain at any time as a result of, arising out of or in any way connected with the
operation, use, custody or control of the Premises by Tenant during the term of this Lease unless
caused by the negligence or misconduct of Landlord. The indemnities set forth in this provision shall
survive the termination of this Lease.
4. SERVICES: Landlord shall have no obligation to furnish any services to the
Premises.
5. TENANT'S COVENANTS: Tenant covenants and agrees as follows:
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(a) Tenant accepts the Premises as will be improved by Landlord as suited for the use
intended by Tenant;
(b) Tenant shall pay for any repairs to the Premises made necessary by any misuse,
negligence or carelessness of Tenant, its tenants, employees, agents, patrons or
invitees;
(c) Tenant shall bear the risk of loss and damage to all personal property of Tenant located
upon the Premises and agrees that (i) Landlord shall not be liable for any injury, death,
loss or damage to person or property occurring upon the Premises, and (ii) Tenant
shall save Landlord harmless from all claims, loss, cost (including reasonable
attorney's fees) and damages arising from Tenant's use and occupancy ofthe Premises;
(d) Tenant shall operate its business in a reasonable manner so as not to cause waste of
the Premises;
(e) Tenant shall notify Landlord in writing of any accident occurring within the Premises;
and
(f) Tenant shall keep the Premises in good condition and repair (including snow removal,
landscaping maintenance, refuse removal and mowing of the parking area).
7. INSURANCE: Tenant agrees that, at its own cost and expense, it shall procure and
continue in force, in the names of Landlord and Tenant, commercial general liability insurance against
any and all claims for injuries to persons or damage to property occurring in, about or upon the
Premises, and including all damage from signs, fixtures or other appurtenances, now or hereafter
erected upon the Premises, during the term of this Lease. Such insurance shall at all times be in an
amount not less than One Million Dollars ($1,000,000.00) on account of bodily injury to or death of
one (1) person and Two Million Dollars ($2,000,000.00) on account of bodily injuries to or death of
more than one person as a result of anyone accident or disaster, and One Hundred Thousand Dollars
($100,000.00) for property damage in any one accident. Tenant also agrees to maintain in full force
throughout the term of this Lease policies of casualty insurance, including extended coverage, on all
fixtures, equipment and other property of Tenant located in the Premises. Such insurance shall be in
amounts equal to the replacement value of such fixtures, equipment and other property.
Such liability and casualty insurance policies shall be written by a company or companies
authorized to engage in the business of general liability, casualty and extended coverage insurance in
the State of Ohio, and a certificate thereof shall be delivered to Landlord at least fifteen (15) days
prior to the time such insurance is required to be carried by Tenant; and thereafter at least fifteen (15)
days prior to the expiration of any such policies. All such policies shall bear an endorsement stating
that the insurer agrees to endeavor to notify Landlord not less than fifteen (15) days in advance of
modification or cancellation thereof.
Tenant hereby waives any claim which it has against the Landlord and further agrees that all
policies of insurance to be kept and maintained in force by Tenant shall contain provisions in which
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the rights of subrogation against Landlord are waived by the insurance company or carriers insuring
the Premises or property in question.
8. LANDLORD'S IMPROVEMENTS AND REPAIRS: Landlord shall have the
obligation to make the following improvements and/or alterations to the Premises. Landlord will
construct a parking area on the Premises, which shall include no less than 767 surface parking spaces
in accordance with the plans and specifications provided by Tenant and agreed to by Landlord.
Anticipated final design plans and permitting of the parking area will be completed before the end of
2016. Construction of the parking area will be completed in 2017.
Landlord shall, at its sole cost and expense, perform all necessary maintenance and repairs to
maintain the Premises in a safe, clean and neat and attractive condition, including striping, filling
potholes, repaving, replacing landscaping and maintaining lighting in accordance with applicable
code beginning January 1, 2018.
9. ALTERATIONS: Except with the prior written consent of Landlord, Tenant will not
make, or permit anyone to make, any alterations in or additions to the Premises. When such consent
shall be given, all such work shall be at Tenant's expense and at such times and in such manner as
Landlord may designate. Tenant shall not permit any mechanic's or materialmen's liens to attach to
the Premises or this leasehold interest. If any such alterations, additions or installations are made
without such consent or contrary to the time and manner designated by Landlord, Landlord may
correct or remove them and Tenant shall be liable for any and all expenses incurred by Landlord in
the performance of this work. All alterations, additions or installations made by Tenant shall, unless
Landlord elects otherwise, become the property of Landlord and shall remain upon the Premises. In
the event Landlord shall elect otherwise, such alterations, additions or installations shall be removed
by Tenant at the end of the term hereof, and Tenant shall repair any damage caused by such removal,
all at Tenant's sole cost and expense.
10. RIGHT OF ENTRY: Landlord may enter the Premises at reasonable hours to inspect
the Premises.
11. ASSIGNMENT AND SUBLETTING: After the execution date of this Lease, Tenant
will not assign or encumber this Lease, or sublet, or suffer or permit the Premises or any part thereof
to be used by others, without the prior written consent of Landlord.
12. DESTRUCTION: If the whole or any material part of the Premises shall be damaged
by fire or other cause, and as a result thereof Tenant is unable to conduct Tenant's business thereon
in compliance with all applicable laws, then Landlord may elect to terminate this Lease upon sixty
(60) days advance written notice to Tenant.
13. EMINENT DOMAIN: If the whole or any part of the Premises shall be acquired or
condemned by eminent domain for any public or quasi - public use or purpose, then the term of this
Lease shall, at the option of Landlord, terminate as of the date of title vesting in the appropriating
party to such proceeding, and Tenant shall have no claim against Landlord or the condemning
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authority for the value of any unexpired term of said lease or otherwise, and any award made pursuant
to such proceeding shall belong solely to Landlord.
14. DEFAULT: If (a) Tenant fails to comply with any term, provision, condition or
covenant of this Lease and Tenant shall not cure such default within fifteen (15) days after notice to
Tenant of such failure to comply; (b) the Premises shall be deserted or vacated; (c) any petition is
filed by or against Tenant under any section or chapter of any bankruptcy act; (d) Tenant shall become
insolvent or make a transfer in fraud of creditors; (e) Tenant shall make an assignment for the benefit
of creditors; (f) a receiver of trustee is appointed for a substantial part of the assets of Tenant and
within thirty (30) days thereafter Tenant fails to secure a discharge thereof, or (g) this leasehold
interest of Tenant is levied upon under execution, then, in any such events, Landlord shall have the
option to pursue any remedy permitted by law or this Lease:
(a) Terminate this Lease, in which event Tenant shall immediately surrender the Premises
to Landlord, but if Tenant fails to do so, Landlord may, without further notice, enter
upon the Premises and expel or remove Tenant and Tenant's effects, by force and
without court proceedings, and without being liable to prosecution or any claim for
damages therefor; and Tenant agrees to indemnify Landlord for all loss and damage
which Landlord may suffer by reason of such Lease termination.
(b) Enter upon the Premises as the agent of Tenant, without being liable to prosecution or
any claim for damages thereon, and relet the Premises as the agent of Tenant.
(c) Refrain from terminating this Lease but terminate Tenant's right of possession until
such default is cured, either by legal action or by force and without force and without
court proceedings, and in such case Landlord may enforce against Tenant the
provisions of this Lease for the unexpired term hereof.
(d) Recover, in addition to any other damages set forth in this Lease or permitted at law
or equity, all of Landlord's expenses incurred with respect to Tenant's default,
including without limitation reasonable attorney's fees, and costs of repair, renovation
or alteration of the Premises.
(e) Take any other actions or remedies permitted by law.
15. PERSONALTY OF TENANT: If Tenant shall not remove all its effects from the
Premises upon termination of this Lease, Landlord may at its option (a) remove all or part of said
effects in any manner that Landlord may choose, and store the same without liability to Tenant for
loss or damage thereof, and Tenant shall be liable to Landlord for all expenses incurred in such
removal and storage of such effects, or (b) sell at private sale all or part of said property and effects
for such price as Landlord may deem best and keep the proceeds of such sale.
16. HOLDING OVER: If Tenant remains in possession after expiration of the term
hereof, without Landlord's acquiescence and written agreement of the parties, Tenant shall be a
month -to -month tenant subject to all the terms and conditions of this Lease.
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17. SURRENDER OF PREMISES: At the termination of this Lease, Tenant shall
surrender the Premises in the same condition which existed at the commencement of the term, natural
wear and tear excepted. Tenant's obligation to perform this covenant shall survive the expiration or
other termination of the term of this Lease.
18. NOTICES: Whenever under this Lease provisions are made for notice of any kind
to Landlord, it shall be deemed sufficient notice and sufficient service thereof if such notice to
Landlord is in writing, addressed to Landlord at the address set forth in the first paragraph of this
Lease or at such address as Landlord may notify Tenant in writing, and deposited in the United
States mail by certified mail, return receipt requested, with postage prepaid or Federal Express,
Express Mail or such other expedited mail service as normally results in overnight delivery, with
a copy of same sent in like manner to Philip K. Hartmann, Esq., Frost Brown Todd, 10 West Broad
Street, Suite 2300, Columbus, Ohio 43215. Tenant shall be sent in like manner to at the address
set forth in the first paragraph of this Lease or at such address as Tenant may notify Landlord in
writing with a copy of same sent in like manner to , 7000 Cardinal Place,
Dublin, Ohio 43017. All notices shall be effective upon receipt, refusal of receipt, or when such
notice is returned as undeliverable. Either party may change the place for service of notice by
notice to the other party.
19. LIABILITY OF LANDLORD: If Landlord shall fail to perform any covenant, term
or condition of this Lease upon Landlord's part to be performed and, as a consequence of such default,
Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out
of the proceeds of sale received upon execution of such judgment and levied thereon against the right,
title and interest of Landlord in the Premises, and neither Landlord nor anyone owning an interest in
or affiliated with Landlord herein shall have any personal liability hereunder.
20. APPLICABLE LAW: Tenant and Landlord agree that this Lease shall be interpreted
and construed in accordance with the laws of the State of Ohio, County of Franklin.
21. BINDING EFFECT: All the terms, conditions and covenants of this Lease shall inure
to the benefit of and be binding upon the respective heirs, legal representatives, successors and assigns
of the parties hereto.
22. ENTIRE AGREEMENT: This Lease contains the entire agreement of the parties and
no representations or agreements, oral or written, not embodied herein or incorporated herein by
reference shall be of any force or effect.
23. NUMBER AND GENDER: The word "Tenant" shall be construed to mean tenants
where there is more than one tenant, and the necessary grammatical changes to make the provisions
hereof apply either to a corporation, individual or partnership, singular or plural, masculine or
feminine, will in all cases be assumed as though in each case fully expressed.
24. CAPTIONS: Paragraph captions are used for convenience only, and shall not limit or
amplify or otherwise constitute a part of the provisions of this Lease.
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IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed on this
day of 12016.
TENANT:
Cardinal Health, Inc.
C
Its:
LANDLORD:
City of Dublin, Ohio, an Ohio municipal
corporation
Dana L. McDaniel, City Manager
0127206.0607934 4827 - 0810- 1168v1
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