32-07 ResolutionRECORD OF RESOLUTIONS
Dayton Legal Blank, Inc ,Form No 30045
1
1
32-07
Resolution No. Passed . 20
A RESOLUTION AUTHORIZING THE CITY
MANAGER TO ENTER INTO A LEASE AGREEMENT
WITH DUBLIN CITY SCHOOLS FOR THE NORTHERN
INDIAN RUN ELEMENTARY PARKING LOT.
WHEREAS, Dublin City Council has adopted "the revitalization of Historic Dublin
into a vibrant town center" as a goal; and
WHEREAS, there is a need to ensure safe and convenient public parking within
the Historic Dublin District; and
WHEREAS, the City of Dublin and Dublin City Schools wish to work
collaboratively to meet the parking needs in Historic Dublin and to provide safe
parking for the students and the public; and
WHEREAS, Dublin City Council is willing to make certain improvements to the
Dublin City Schools property to increase the access to the general public and for
visitors to the Grounds of Remembrance to be constructed at Dublin Veterans
Park, the terms of which are provided in the lease agreement, "Exhibit A"
attached hereto.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin,
State of Ohio, ~ of the elected members concurring, that:
Section 1. The City Manager is hereby authorized to execute the lease
agreement, attached hereto as Exhibit "A" with Dublin City Schools for said
parking lot site.
Section 2. This Resolution shall take effect and be in force from and after the
earliest date provided by law.
Passed this ~~ day of , 2007.
. ,
.e
Mayor -Presiding Officer
ATTEST:
(~~ L/
Clerk of Council
1
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017-1006
CTfY OF DUBLIN_ Phone: 614-410-4400 • Fax: 614-410-4490
TO: Members of Dublin City Council
FROM: Jane S. Brautigam, City Manager
DATE: May 31, 2007
INITIATED BY: Sara Ott, Senior Project Manager
Laura Ebberson, Intern
RE: Resolution 32-07 -Parking Lot Lease Agreement
Memo
Summary
Working towards City Council's ongoing goal to achieve long term vibrancy in Historic Dublin, staff
has negotiated a lease agreement with Dublin City Schools (DCS) for greater public use of the northern
parking lot at Indian Run Elementary. This lot contains 88 parking spaces. Under the terms of the lease
agreement, the lot will be available for the general public during school hours and will also provide
convenient parking for visitors to the Grounds of Ret~nerr~brcrnce at Dublin Veterans Park.
The following is a brief description of the main terms of the lease agreement.
• Premises Leased: Pursuant to the lease, the DCS would lease the parking lot located at the
Indian Run Elementary School to the City of Dublin.
• Lease Terln: The lease would sustain for a period of thirty years beginning upon the signing of
the lease. The City has the option to renew the lease for additional periods of five years.
• Rent: The City of Dublin shall pay one dollar ($1.00) annually in consideration for use of the
leased area.
• Permitted Use: The leased area shall be used only as a parking lot and for other municipal
purposes. The area will be open frorn 6:00 a.m. unti12:00 a.m. daily or other hours as the City of
Dublin may elect. The DCS may restrict City use of the parking lot 10 evenings per school year
(i.e. parent-teacher conferences, school plays, etc.).
• Improvements: The City will make improvements to the lot and the surrounding area to ensure
the safe flow of traffic, improve landscaping, add directional signs, construct a dumpster
enclosure, improve fencing and construct a bike path extension. The cost of the improvements
are estimated at $50,000. The proposed improvements would be funded fi~orn the Town Center I
Tax Increment Financing (TIF) District Fund which has a current balance of approximately
$129,000. Staff will prepare an appropriation ordinance for Council consideration after bids are
obtained.
• Maintenance and Liability: The City will be responsible for maintenance of the lot, including
maintaining lighting, pavement, landscaping and ensuring cleanliness to the same standards as
other municipal parking lots.
• First Right of Refusal: Recognizing the capital investment the City is making into the property,
the lease provides the City the first right of refusal if DCS ever considers selling the property.
Memo re Res. 32-47 -Dublin City School Parking Lot Lease
May 31, 2447
Page 2 of 2
A complete copy of the lease with maps is attached for your review. Staff anticipates improvements will
be made during the summer 2447.
The Dublin City Schools Board of Education will consider the same lease agreement at its June 12, 2447
meeting.
Recommendation
Staff recommends approval of Resolution 32-47, authorizing the City Manager to enter into a lease
agreement with Dublin City Schools for the public use of the northern parking lot at Indian Run
Elementary.
INDIANRUN ELEMENTARY NORTH PARKING LOT LEASE AGREEMENT
This Lease is made this day of , 2007 by and between The Dublin City
School District Board of Education, an Ohio public school district, whose mailing address is
7030 Coffman Road, Dublin, Ohio 43017 ("Lessor") and The City of Dublin, an Ohio municipal
corporation, whose mailing address is 5200 Emerald Parkway, Dublin, Ohio 43017 ("Lessee").
The covenants and conditions stated in the Lease shall bind both Lessor and Lessee, jointly and
severally.
1. PREMISES LEASED. Lessor, in consideration of the rent to be paid, and the
covenants and agreements to be performed by Lessee, does hereby lease the parking lot located
at Indian Run Elementary and more specifically depicted on Exhibit A, attached hereto and
incorporated herein by reference (hereinafter referred to as the "Premises"). The Premises is part
of that larger parcel identified as Tax Parcel ID # 273-000001-00 by the Franklin County, Ohio
Auditor's Office (the "Parcel").
2. LEASE TERM. The term of this Lease shall be for a period of thirty (30) years,
which term shall begin as of the date of signing this Lease and shall expire on a date that is thirty
(30) years later ("Lease Term"). At the end of the Lease Term, Lessee shall have the option to
renew the Lease for an additional term of five (5) years. Lessee shall provide Lessor thirty {30)
days prior written notice of its intent to renew the Lease Term.
3. RENT. Lessee shall pay to Lessor annually the sum of One Dollar and 00/100
($1.00} (the "Rent"). Rent shall be due on the date of execution of this Lease and each January
2nd thereafter for the duration of the Lease Term. In the event that Lessee fails to pay Rent
within ten (10) days after it becomes due, Lessor shall notify Lessee in writing of the failure to
timely pay rent. Lessee will have five (S) business days after receiving written notice of such
failure to cure. If Lessee fails to cure in such five (S) business day period, Lessee will be in
default of the Lease and Lessor shall have all rights and remedies permitted under Paragraph 14
of this Lease.
4. PERMITTED USE. The Premises shall be used solely as a parking lot and for
any other municipal purposes, including, but not limited to special event set up and removal, (the
"Permitted Use") and will initially be open to the public for the Permitted Use from 6:OOam until
2:OOam daily or such other hours as Lessee may elect. Lessee shall have exclusive rights to use
the Premises for the Permitted Use, except 10 evenings per school year in which the Lessor will
have exclusive use for school programs. Lessor shall notify the Lessee by September 1St each
year of dates requested for the school year.
Lessee shall make such improvements to the Premises as Lessee deems necessary to
accommodate the Permitted Use, including, but not limited to, a bikepath extension, berming,
paving and striping, installation of a split-rail fence on the Northern edge of the Premises, and
signage improvements (collectively referred to as the "Improvements") and more specifically
depicted on Exhibit B, attached hereto and incorporated herein by reference. Lessee covenants
that it will not construct a building on the Premises; however, if, in Lessee's reasonable
judgment, it determines that it is necessary to construct a building on the Premises or a portion
thereof, Lessee will not do so without the prior consent of Lessor, which consent shall not be
unreasonably withheld. Lessee also agrees to reimburse Lessor far the documented costs of
installing a durnpster enclosure, which reimbursement shall not exceed five thousand seven
hundred eighty-five dollars ($5,785.00). Furthermore, Lessee represents and warrants that at no
time will any mechanics' liens be placed against the Premises as a result of any work performed
at the direction of Lessee in connection with the Improvements. Lessor represents and warrants
that it will cooperate with Lessee in obtaining any necessary government approvals to construct
and/or operate the parking lot.
5. RIGHT OF ACCESS. Lessor represents and warrants that it will ensure that
Lessee, its invitees and licensees, have free access to and from the Premises. Lessee, its invitees
and licensees, shall be permitted to use and travel upon any and all private roads owned and/or
controlled by Lessor, its successors and assigns, that provide entry and access to the Premises
("Access Points"}. This Right of Access shall inure to the benefit of Lessee, its invitees,
licensees, successors and assigns, for the duration of the Lease Term and any extensions thereof.
6. MAINTENANCE. Lessee shall be solely responsible for performing all
maintenance necessary to ensure the integrity of the Premises and its fitness and use as a parking
lot. Lessee's maintenance obligations shall include, but are not limited to, cleaning all trash and
debris from the Premises, landscaping the Premises, berming, paving and striping the parking lot,
maintaining the split-rail fence, chain link fence, stormwater interceptor, light bulbs and
lightposts, excavating and repairing any portion of the parking lot and such other tasks that are
reasonably necessary to ensure and maintain the structural integrity of the Premises.
7. TAXES AND ASSESSMENTS. Lessee agrees that it will pay any and all
assessments and real estate taxes levied against the Premises that are applicable to the Lease
Term. Real estate taxes and assessments shall be prorated for any partial Tax Year at the
beginning or ending of the Lease Term, so that Lessee's liability therefor shall be only for such
portions thereof as shall be attributable to the Term from and after the date Lessee begins to pay
Rent hereunder.
8. UTILITIES. Lessor shall, at its sole cast and expense, provide and maintain
during the Lease Term hook-ups for utility services necessary to maintain and operate a parking
lot at the Premises, including, but not limited to, water and electric. Lessee shall be solely
responsible to pay the bills for any and all utility services used in the operation of the Premises as
a parking lot; provided, however, that if such utility services are not separately metered to the
Premises, Lessee will pay only that portion of the bills for utility services as would typically be
paid to operate a parking lot of like size in Dublin, Franklin County, Ohio.
9. INSURANCE. During the Lease Term, Lessee shall, at Lessee's sole cost and
expense, keep in full farce and effect, a commercial general liability policy, insuring Lessee
against any liability or claim for personal liability, wrongful death, or property damage occurring
within or upon the Premises, with commercially reasonable policy limits. Lessor shall be named
as an additional insured in any such policy or policies.
Lessor shall, at Lessor's sole cost and expense, keep in full force and effect an all-
risk fire and extended coverage insurance policy covering loss or damage to the Improvements
(H0905832.3 }
now existing or hereinafter constructed upon the Premises in the amount of the full replacement
value of such Improvements and with a commercially reasonable deductible, far which Lessor
shall be fully responsible. Lessee shall be named in such policy or policies as a loss payee.
11. ASSIGNMENT AND SUBLETTING. Lessee shall not assign or sublease the
Premises, or any portion thereof, without the prior written consent of Lessor, which consent shall
not be unreasonably withheld.
12. DAMAGE OR DESTRUCTION OF PREMISES. In the event that the
Premises is damaged or destroyed by any hazard, peril or other casualty, then Lessor shall,
within thirty (30} days of receipt of payment, pay to Lessee any and all monies received as
payment for such damage or destruction under the insurance required by Paragraph 8 above.
Lessee shall then have the right to elect to (i) use the insurance monies received to repair or
restore the Premises to its condition as of the effective date of this Lease or (ii) terminate this
Lease and return any Lessor insurance monies received.
13. DEFAULT. Failure to comply with any of the terms and provisions of this Lease
shall constitute a default hereof. In the event that either Lessor or Lessee are in default of this
Lease, then the non-defaulting party must provide the defaulting party with written notice of the
default and the defaulting party shall have thirty (30) days in which to cure the default. If the
default is of such a nature that it cannot reasonably be cured within thirty (30} days, then the
defaulting party shall have such time as is reasonably necessary to cure the default.
14. TERMINATION, Lessor and Lessee shall have the right at any time during the
Lease Term to terminate this Lease upon providing twelve (12) months prior written notice of
the intent to terminate to the non-terminating party.
15. REPRESENTATIONS AND WARRANTIES. Lessor represents and warrants
that it has full right and title to the Premises, it is authorized to enter into this Lease and there are
no mortgages or other liens on the Premises. Lessor further represents and warrants that
Premises is zoned for use as a parking lot and that there are no restrictions, easements, or
covenants currently governing the Premises that would prevent its use as a parking lot. Lessor
covenants that it will defend Lessee's leasehold title and right to the Premises and ensure
Lessee's undisturbed, quiet and peaceful possession of the Premises. Lessor will not da or suffer
any act to be done which could in any way lessen or impair the rights of Lessee in the Premises,
so long as Lessee shall fully perform and comply with the terms and provisions herein.
16. RIGHT OF FIRST REFUSAL. If, during the Lease Term, Lessor receives and
desires to accept or desires to make any bona fide offer (an "Offer"} for the sale of the Parcel in
whole or in part, Lessor shall notify Lessee in writing of each Offer. This notice (the "Notice of
Offer"} shall contain a copy of the Offer and all other terms and conditions applicable to the
Offer. Lessee shall have the right to purchase ("Right of First Refusal") the Parcel or applicable
portion thereof at the purchase price set forth in the Offer less the fair market value of all
improvements made to the Premises by Lessee, if applicable. Lessee shall exercise its Right of
First Refusal, if at all, by giving written notice to Lessor no later than sixty (60} days after
Lessee's receipt of the Notice of Offer. If Lessee does not exercise the Right of First Refusal in
regard to an Offer of which it has been given notice, and if within one hundred twenty (120} days
(H0905832.3 } 3
after the date of the Notice of Offer, the Parcel or applicable portion thereof are conveyed in
accordance with the Offer, then Lessee's Right of First Refusal shall terminate with respect to
the Parcel or applicable portion thereof so conveyed, provided that: (a) the Right of First Refusal
shall remain in effect with respect to the balance of the Parcel, if any, not conveyed pursuant to
the Offer; (b) once an Offer of which Lessor has given Lessee notice is accepted by Lessor,
Lessor shall not agree to a reduction in the purchase price, more favorable terms or any change in
the nature or amount of the consideration to be given in exchange for the Parcel without first
giving Lessee notice of the same, and upon receipt of that notice, Lessee shall again, in
accordance with the provisions hereof, have the Right of First Refusal to purchase the Parcel or
applicable portion thereof at the new price and new terms; and (c) if any Offer is not accepted by
the Lessor or if the Parcel or applicable portion thereof is not conveyed in accordance with the
accepted Offer within one hundred twenty (120} days after the date Lessee received the Notice of
Offer, then Lessee's Right of First Refusal shall be applicable to the Parcel and to any
subsequent Offer received by Lessor with respect to the Parcel or applicable portion thereof
during the term of this Lease.
At the closing of the purchase of the Parcel or applicable portion thereof pursuant
to Lessee's exercise of the Right of First Refusal, Lessor shall deliver its transferable and
recordable general warranty deed conveying to Lessee marketable title to the Parcel or applicable
portion thereof in fee supple, free and clear of all liens and encumbrances except (i} real estate
taxes and assessments not then due and payable, (ii) easements, covenants, conditions and
restrictions of record as of the date of this Lease, (iii) zoning and building laws, (iv) legal
highways, (v) such easements, covenants, conditions and restrictions that do not unreasonably
interfere with the use of the Parcel for such purposes, and (vi} the rights of persons claiming by,
through or under Lessee. Closing expenses shall be allocated between Lessor and Lessee in
accordance with customary real estate conveyances in Franklin County, Ohio. Real estate taxes
shall be prorated as of the date of closing. Lessor shall deliver full and exclusive possession of
the Parcel or applicable portion thereof to Lessee at the closing. The closing shall be held at
such time and place as is mutually agreed upon by Lessor and Lessee within sixty (60) days after
Lessee exercises the Right of First Refusal.
17. ENTIRE AGREEMENT. This document shall constitute the entire agreement
between the parties and shall supersede any prior agreements of the parties with respect to the
Premises, whether written or oral. This Lease shall not be modified or amended except by
written instrument signed by both parties.
18. RECORDING. Each party agrees not to record this Lease, but each party hereto
agrees on request, to execute a notice or memorandum of this Lease in recordable farm in
accordance with applicable statutes in the form of Exhibit C (the "Memorandum of Lease"),
which maybe recorded by either party at its expense.
19. SEVERABILITY. The invalidity of any provision of this Lease as determined
by a court of competent jurisdiction shall in no way affect the validity of any other provision
hereof.
(H0905832.3 }
20. APPLICABLE LAW. This Lease shall be governed by the laws of the State in
which the Premises are located.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first
written above.
THE CITY OF DUBLIN:
Jane S. Brautigarn, City Manager
Approved as to Farm:
Stephen 7. Smith, Law Director
THE DUBLIN CITY SCHOOL
DISTRICT BOARD OF EDUCATION
Print Narne:
Its: Board President
Print Narne:
Its: Treasurer
(H0905832.3 } [
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EXHIBIT C
RECORDING REQUESTED BY
AND tVHEN RECORDED, MAIL TO:
The City of Dublin, Ohio,
an Ohio municipal corporation
5200 Emerald Parkway
Dublin, Ohio 43017
MEMORANDUM OF LEASE
This Memorandum of Lease is made and entered into as of this day of
2007 by and between The Dublin City School District Board of
Education, an Ohio public school district ("Lessor") and The City of Dublin, Ohio, an Ohio
municipal corporation ("Lessee"}.
1. Premises. Pursuant to the Unrecorded Lease (defined below}, Lessor leases to
Lessee that certain parking lot located at Indian Run Elementary and more specifically depicted
on Exhibit A, attached hereto and incorporated herein by reference (hereinafter referred to as the
"Premises"). The Premises is part of that larger parcel identified as Tax Parcel ID # 273-000001-
00 by the Franklin County, Ohio Auditor's Office (the "Parcel"}.
2. Unrecorded Lease. This Memorandum of Lease is made upon all of the terms,
covenants and conditions set forth in that certain unrecorded lease by and between the parties
hereto of even date herewith (the "Unrecorded Lease"), all of the terms and conditions of which
are made a part hereof as though fully set forth herein.
3. Term. The Term of the Unrecorded Lease and this Memorandum of Lease shall
commence in accordance with the terms of the Unrecorded Lease and shall continue in duration
for a period of thirty (30} years. Lessee is granted one option to renew the Lease for an
additional term of five (5) years.
4. Permitted Use. The Premises shall be used solely as a parking lot and for any
other municipal purposes (the "Permitted Use") and will initially be open to the public far the
Permitted Use from 6:OOam unti12:00am daily or such other hours as Lessee may elect. Lessee
shall have exclusive rights to use the Premises for the Permitted Use.
5. Right of Access. Lessor represents and warrants that it will ensure that Lessee,
its invites and licensees, have free access to and from the Premises. Lessee, its invitees and
licensees, shall be permitted to use and travvel upon any and all private roads awned and/or
controlled by Lessor, its successors and assigns, that provide entry and access to the Premises
("Access Points"). This Right of Access shall inure to the benefit of Lessee, its invitees,
licensees, successors and assigns, for the duration of the Lease Term and any extensions thereof.
(H0905832.3 }
A
6. Right of First Refusal. If, during the Lease Term, Lessor receives and desires to
accept or desires to make any bona fide offer (an "Offer") for the sale of the Parcel in whole or in
part, Lessor shall notify Lessee in writing of each Offer. This notice (the "Notice of Offer")
shall contain a copy of the Offer and all other terms and conditions applicable to the Offer.
Lessee shall have the right to purchase ("Right of First Refusal"} the Parcel or applicable portion
thereof at the purchase price set forth in the Offer.
7. Interpretation. Lessor and Lessee have entered into this Memorandum of Lease
in order that third parties may have notice of the existence of the Unrecorded Lease and some of
its specific provisions. This Memorandum of Lease is not a complete summary of the
Unrecorded Lease. This Memorandum of Lease is not intended to amend, modify, or otherwise
change the terms and conditions of the Unrecorded Lease between the parties hereto. Provisions
in this Memorandum shall not be used in interpreting the provisions of the Unrecorded Lease. In
the event of a conflict between this Memorandum and the Unrecorded Lease, the Unrecorded
Lease shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Memorandum of Lease
as of the date and year first above written.
Lessee:
The City of Dublin, Ohio,
an Ohio municipal corporation
lane Brautigarn, City Manager
Lessor:
The Dublin City School District Board of Education,
an Ohio public school district
Print Name:
Its: Board President
Print Narne:
Its: Treasurer
(H0905832.3 } B