Ordinance 058-16Dayton Legal Blank, Inc.
Ordinance No. 58-16
RECORD OF ORDINANCES
Form No. 30043
Passed , 20
AN ORDINANCE /AUTHORIZING THE CITY MANAGER TO
EXECUTE A REAL ESTATE AND TRANSFER OF PROPERTY
AGREEMENT AND OTHER NECESSARY DOCUMENTS WITH THE
DUBLIN CITY SCHOOL DISTRICT ("DCSD"") TO FACILITATE THE
BUILDING OF A PARKING GARAGE, LIBRARY AND ADJACENT
STREETS ON THE CURRENT LIBRARY SITE IN HISTORIC DISTRICT
WHEREAS, DCSD and the City desire to work cooperatively to help facilitate the
development of a City -owned parking garage, adjacent streets, and a new Dublin branch
library by the Columbus Metropolitan Library (CML) (the "Project'7; and
WHEREAS, the implementation of the Project requires that DCSD and the City agree
upon terms that will make certain real estate available to the City, which is needed to
facilitate the development of the Project; and
WHEREAS, the proposed Real Estate and Transfer of Property Agreement (the
"Agreement'� reflects the mutually beneficial terms agreed to by the City and DCSD,
which will provide the needed real estate to the City in exchange for a series of
technology infrastructure enhancements that will benefit DCSD by providing better
digital connectivity among its many facilities and by reducing its costs to secure such
technology infrastructure services from other third party providers while also expanding
the service area of such technology infrastructure to the broader Dublin community; and
WHEREAS, DCSD is the owner of a certain parcel of real property north of Bridge
Street, south and east of f -270 and west of North High Street situated in the City of
Dublin, County of Franklin and State of Ohio, containing approximately 34.95 acres with
a tax parcel number 273 - 000001 as depicted on Exhibit "A" to the attached form of the
Agreement (said real property, together with all appurtenances and hereditaments
thereto, shall be referred to as the "DCSD Property "); and
WHEREAS, the City requires certain portions of the eastern edge of the DCSD Property
consisting of a total of 1.35 acres for right -of -way needed to build a section of Franklin
Street (in two phases) from Bridge Street /SR 161 to the proposed Rock Cress and to
build a western extension of North Street to the new Franklin Street as depicted on
Exhibit"A" to the attached form of the Agreement; and
WHEREAS, CML holds fee simple title to three combined parcels adjacent to the DCSD
Property (273 - 00038, 273- 004507 and 273 - 000010) with a combined acreage of 3.47
acres adjacent to the west of the CML Property as depicted on Exhibit "A" to the
attached form of the Agreement (said real property, together with all appurtenances and
hereditaments thereto, shall be referred to as the "Library Property'; and
WHEREAS, DCSD through a "restriction of record" has certain residual rights to the
CML property if and when said property ceases to operate as a library; and
WHEREAS, CML is desirous of transferring approximately 2.32 acres of the Library
Properly to the City as depicted on Exhibit "A" to the attached form of the Agreement
for the development of a new road on the northern portion of the Library Property to be
named Rock Cress, a portion of the new road located along the western edge of the
Library property to be named Franklin Street (northern portion), a portion of a
reconstructed roadway known as North Street, and a public parking garage on the
western portion of the Library Property, which transfers also include the remaining strip
of the Library Property to north of Rock Cress as Greenway; and
WHEREAS DCSD agrees to waive the restriction of record as it relates
transfer of 2.32 acres of the Library Property to the City for the development
roadways, green space and the public parking garage; and
o CM L'
of those
Dayton Legal Blank, Inc.
Ordinance No. 58 -16
RECORD OF ORDINANCES
Form No. 30043
Passed Page 2 of 2 20
WHEREAS, the City, in exchange for the above land area and waiver, agrees to
connect its fiber network (Dublink) to all DCSD School facilities in place at the time of
the execution of this Agreement (except Bailey Elementary, Daniel Wright Elementary
and Riverside Drive Elementary) and to dedicate two pairs of fibers within Dublink for
use by DCSD.
NOW, THEREFORE, BE IT ORDAINED 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 all necessary
documentation, including but not limited to, the Real Estate and Transfer of Property
Agreement in substantially the same form as the one attached hereto, with changes not
inconsistent with this Ordinance, not substantially adverse to the City, and which shall
be approved by the City Manager and. Director of Law. The approval of changes thereto
by those officials, and their character as not being substantially adverse to the City, shall
be evidenced conclusively by their execution thereof.
Section 2. The Ordinance shall take effect at the earliest date allowed by law.
ATTEST:
Clerk of Council
��1� , 2016.
low&
I Office of the City Manager
t
1. W% �.l�Yi 5200 Emerald Parkway,* Dublin OH 43017-1090
0 614.410.4400,s Fax: 614.410.4490 A tD Phone, it memo
To: Members of Dublin City Councl
Froms Dana McDaniel, City Mana
Dates. November 30, 2016
Initiated Byv Terry Foegler, Director of Strategic Initiatives
I WIG
OMAN
11111111111q�
Memo re. Ordinance Numbers 57 -16 and 58 -16
November 30, 2016
Page 2 of 2
The DCSD Real Estate and Transfer of Property Agreement: Ordinance 58 -16
The agreement with the DCSD authorized by Ordinance 58 -16 also includes provisions that
would apply in the unlikely event that the library garage project would not occur. Under such a
scenario, in exchange to the fiber network connections provided to the DCSD, the City would
still receive the ROW for the future construction of Franklin Street, north of SR 161 to Rock
Cress, as well as the ROW needed to extend the North Street ROW from its current terminus at
Darby street, westward to the new Franklin Street. The differential between the cost of the
fiber installation and the value of the new roadway ROWs provided by the DCSD would be
recovered over a five year period via a reduction in the annual payments made by Dublin to the
DCSD pursuant to Dublin City School District Bridge Street District Cooperative Agreement dated
April 14, 2014. Therefore, it is totally appropriate and reasonable for Council to move forward
with Ordinance 58 -16, as it includes provisions for moving forward in tandem with, or separate
from, the agreement authorized with the CIVIL in Ordinance 57 -16.
Recommendation
The Administration further recommends that City Council postpone the public hearing and
action on Ordinance 57 -16 until its next regularly scheduled meeting on January 10, 2017. The
Administration recommends that City Council hold a public hearing on Ordinance number 58 -16
and approve this ordinance at its December 5, 2016 Council meeting.
Office of the City Manager
5200 Emerald City of Dublin Phone: 614.410.4 00 Parkway* F x: 6114.4 0.4490 1090
To: Members of Dublin City Council
Memo
From: Dana L.
McDaniel, City Manager
Date: November 18, 2016
Initiated By: Terry D.
Foegler, Director of Strategic Initiatives and Special Projects
Angel L.
Mumma, Director of Finance
Philip K.
Hartman, Assistant Law Director
Re: Ordinances 57 -16 and 58 -16 Relating to the Development of a New Dublin Branch
Library by the Columbus Metropolitan Library District
Background
Ordinances 57 -16 and 58 -16 authorize the City Manager to enter into the agreements with the
Columbus Metropolitan Library (CML) and the Dublin City School District (DCSD) needed to
implement the redevelopment of the new Dublin Branch of the Columbus Metropolitan Library and
adjacent public parking garage.
Ordinance 57 -16 authorizes the execution of the proposed Development Agreement with the CML
that will result in the construction of a new 42,500 square feet library building (over twice the size
of the current building), a new four -level City -owned parking structure (approximately 500 parking
spaces) just west of the new library building, and a new and reconstructed series of roadways that
will provide the urban grid for the entire library- parking garage development site.
Ordinance 58 -16 authorizes the execution of an agreement with the DCSD that provides the City
with a substantial portion of the right -of -way (specifically for the new section of Franklin Street
and the reconstructed North Street) required to construct the roadway grid surrounding the library
and garage development site. The agreement also terminates the DCSD "restriction of record" on
those portions of the existing CML site that will be transferred from the CML to the City of Dublin.
In exchange for these real estate considerations, the City is making provisions for the DSCD to
connect all of its existing facilities except for three school buildings to Dublin's high speed fiber
optics system known as DubLink.
The CML Development Agreement: Ordinance 57 -16
The proposed development Agreement with CML, authorized by Ordinance 57 -16, includes several
noteworthy provisions. First, the CML commits to invest approximately $18.5 million to develop the
42,500 square feet library bulling, $1,083,000 of which represents its contribution to the new City -
owned parking garage and which contribution is based upon the estimated construction cost of
200 surface parking spaces. The CML also agrees to provide, at no cost to the city, the land
needed to construct the new roadway grid and parking structure, effectively reducing the size of
the CML site from its current 3.47 acres to approximately 1.15 acres. Additionally, the CML agrees
to continue the operation of the new branch library facility as a library for a period of at least 20
years.
Memo re. Ord. 57 -16 and 58 -16
November 18, 2016
Page 2 of 3
In return, the City of Dublin agrees to construct, own, operate and maintain:
• the new 500 -space parking garage within which the CML would retain an easement for 200
parking spaces (currently programmed within the City's Five Year Capital Improvement
Program at $10 million);
• the roadway grid system, which includes the reconstructed North High Street, a new
roadway called Rock Cress Avenue located on the north side of the CML site, a
reconstructed North Street located along the southern side of the CML site, a new section
of North Franklin Street located along the western edge of the CML site, and the burial of
overhead utilities (all currently programmed with the City's Five Year Capital Improvement
Program at $11.34 million).
Other key elements of the agreement relate to the ongoing operations of the parking structure,
the intent to use a single construction firm to build the new library, parking garage and the street
grid (other than for the North High street reconstruction) in order to capture efficiencies, and the
provision of a right of first refusal to each party if either decides to dispose of its building asset at
some point in the future.
The DCSD Real Estate and Transfer of Property Agreement: Ordinance 58 -16
The proposed agreement with DCSD authorized by Ordinance 58 -16 includes provisions for the
transfer of approximately 1.35 acres of land owned by the DCSD and located on the extreme
eastern edge of its 34.95 acres of Bridge Street property for the purpose of constructing a
proposed new northern extension of Franklin Street (in phases) as well as provide the right -of -way
for the westward extension of North Street from its current terminus at Darby Street to the
proposed North Franklin Street extension.
The proposed northern extension of Franklin Street (from Bridge Street to Rock Cress Boulevard) is
planned to occur in two phases, the first being from North Street to Rock Cress Boulevard in
association with the new library development, and the second being from Bridge Street to North
Street. The second phase of the North Franklin Street extension will occur in the future (not
currently programmed in the CIP) and will require the demolition of the DSCD's Bridge Street
Academy (BSA) building located within this alignment. The agreement provides that the phase 2
right -of -way for the North Franklin Street extension could be available as soon as June 2019, if
needed by the City; however, it also makes provisions for the extended use of the BSA building by
the DCSD if the City of Dublin is not intending to perform the phase 2 North Franklin Street
extension.
Additionally, the agreement provides for the termination of the DCSD's "restriction of record" for
those portions of the current CML property that will be transferred to the City of Dublin as part of
the CML -City of Dublin Development Agreement. The restriction of record relates to the original
terms under which the DCSD provided the CML with the land at no cost to build the new library.
The restriction reserved for the DCSD establishes some rights to receive the land portion of
proceeds from a future sale, if the CML site was no longer used as a library.
In exchange for these real estate considerations from the DCSD, the City of Dublin agrees to
connect, at the City's cost, certain DCSD's buildings to Dublin's fiber optic network, Dublink, and its
100 gigabit capability. The City will provide connection to all DCSD buildings except Bailey
Elementary, Daniel Wright elementary, and Riverside Drive Elementary as these buildings are far
removed from the Dublink backbone at this time. However, the City will continue to work with the
Memo re. Ord. 57 -16 and 58 -16
November 18, 2016
Page 3 of 3
DCSD to try to find ways to connect these buildings in the future. The total estimated cost of the
connections associated with this agreement is $800,000, of which $300,000 will be paid by a State
Capital Grant previously awarded to the City.
Summary
The new Dublin branch of the Columbus Metropolitan Library will provide an important 211t
Century civic facility located in the heart of the Dublin community. In addition to serving the
library, the new garage facility will provide a substantial new supply of public parking to serve our
increasingly vibrant Historic District. The new roadways being constructed in association with this
project will provide important new connections as contemplated within the City's Thoroughfare
Plan and provide more traffic circulation options, better serving the immediate area and the
broader Bridge Street District roadway system. Depending on the timeliness of the development
review and approval process, the redevelopment of this library could begin later in 2017. The
City's financial contributions necessary to implement these agreements are currently programmed
within the Five -Year Capital Improvement Program.
Recommendation
The Administration recommends that City Council hold a public hearing on Ordinances 57 -16 and
58 -16 and approve these ordinances at its December 5, 2016 Council meeting.
REAL ESTATE; AND TRANSFER OF PROPERTY AGREEMENT
111"11S REAL ESTATE AND TRANSFER OF PROPFRTY AGREEMENT (hereinafter
the "Agreement ") is made and entered into on the _ day of 2016 (the
"'I;f`fective I)atc "} by and between the City of Dublin, (Jhio, a�a Ohio naunieipal corporation (the
"C'ity "), having an office at 5200 E�aaerald Parkway, Dublin, Ohio 4301 �, and Duhhn City
School District Board of Education. an Ohio Ohio school district ("IKSD''), having an official address
of` 7030 C "ofliaaan Road, Dublin, Ohio 43017 (the City and DCS1) may be refereed to hereia
togetlaer as "Par�ies "and singularly as "Party "),
RECfTAI:S
WfIERI;AS, DCS1) and the City desire to work cooperatively to help facilitate the
redevelopment of a new Dublin branch library (the "Project ") by the Colunabrrs Metropolitan
library (( "ML); and
WHEREAS, the implementation of the Project requires that DCS1) and the City agree
upon terms that will make certain real estate available to the City which is needed to facilitate the
development of the project, and
WIIERIaAS, this Agreeraaent reflects the mutually beneficial terms agreed to by the
Parties which will provide the needed real estate to the City in exchange for a series of
technology infrastructure enhancements that will benefit DCSD by providing better digital
connectivity (III aalag its many facilities and by reducing its casts to secure such technology
infrastructure services from other third party providers; and
WT11RF:AS, DCSI) is fhe owaaer of a certain parcel of real property no��h of I�3ridge
Street, south and east of I -270 and west of North High Street situated in the City of Dublin,
County of Franklin and State ol" i)laio, containuag 34.95 acres, mrne or less, with a tax parcel
nu�aaher 272.000001, which real property is more fully depicted on F;xhibit' °A" attached hereto
and made a pa�t hereof' (said real property, together with all appurtenances and hcreditanaents
thereto, shall be referred to as tlae "IJCSD Property ");and
WIII�,RF�AS, the (;ity rerluires certain portions of the D( "SD Praperty as idetatihed on
Exhibit "`A" consisting ofa total of 1,35 acres; more or less, for right of way to build a section of
Franklin Street (in two phases) from F3ridge StreetlSR 161 to the proposed Rock Cress aiad to
build a western extension of No��h Street to the New Franklin Street; and
WT1I:;REAS, the City anticipates needing access to certain portions of the DCSI) l'raperty
as identified on I�xlaibit "`A " as "`Early Utility Wank Area" and illustrated on 1xhibit ``A'' by the
hatch marks for utility work prior to DCSI�'s transfer of 1.32 acres for right of way to the City;
and.
WIIIRI�;AS, DCSD agrees to provide to tlae City cascment(s) or other acceptable
conveyance documents rewired by the specific utility providers for the "Early Utility Work
���gaa;iu�2
Area" identifiVd an Exhibit widr hatch marks to then be vacated or released upon l)CS17
transfer ol'the 135 ages, more or less, of right of way to the City; and
WIIERI�AS, CML holds fee simple title to 3 combined parcels adjacent to the DCSi)
Property (2743- 00038.273 - 00507 and 273- 0000I0) with a combined acreage of 3.47 acres as
shown in Exhibit "A " (said real property, together with all appurtenances and hereditaments
thereto, shall he referred to as the "Library Property „); and
WHEREAS, l)CSD through a "restriction of record'' has the right to purchase the Library
Property back for the value of the improvements should the Library Property cease being used as
a Library or, if DCSI) declines to purchase the Library Properly, back, DC'SD is entitled to
receive the proceeds of any sale of the Library Property which relates to the value of the land
(not innprovementO; and
WlIERI��;AS, ('ML is desirous of transferring 2.32 acres, more or less, of the l,ibrary
Property to the City for the development of a road on the northern portion o1' the library
Property to be named Rock Cress (0,63 acres), a lreenway directly adjacent to the north of Rock
Cress (0.29 acres), a portion of the new road located along the western edge of the Library
Property to be named Franklin Street (northern. portion) (0.10 acres), a portion of the Library
Property for the extension of forth Street (0.05 acres), and a }'ubhc Parking Garage on the
western portion of the hibrary Property (1.25 acres] as all are identified an Exhibit "�1' "; and
WHEREAS, l)Of) agrees to waive the restriction of record as it relates to CMIa's
transfer of2,32 acres, more or less, of the f,ibrary Propetqy to the City as outlined herein; and
WIiEREAS, pursuant to authority under Ohio law, including but not limited to Ohio
Revised Code �3313,�0, the C "ity, in exchange for the abovc land area and waivers, agrees to
connect its fiber network (f)ublink) to all DCSD School facilities in place at the time of the
execution of this Agreement (except Bailey f;lementary, Daniel Wright Elementary and
Riverside Drive Elementary), and to dedicate ? pairs ol' fibers within Dublink liar use by 1)CSt).
and to grant to I�CSI) any appropriate easements necessary for l:)CSI� to access and utilize tl7e
l)ublink network,
STATT,MENT OF THE AGKI;EMENT
NOW Tllf:REFGRE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereby agree to and incorporate in the foregoing
Recitials ar�d as follo�vs:
ARTICLE C
EXCHANGE OF KICHTS
1.O1 A rreg emenl, P "or the consideration and on the terms and canditir7ns set forth
herein, ��CSL� hereby agrees to transfer certain real prope�fiy rights to the City in exchange for
the City providing access to Uublink and bringing laterals to certain school baildings, all as more
specifically contemplated in tl�e recitals ahove,
IUV�4i10�2
ARTICLE 11
Pro er�� Transfers
2.01 Tra��sl�r cfDeal E'ro�rty. I)CSI) agrees to transfer Fee simple ownership ri�lits
in tl�e following real estate to the City. as depicted in Cxltibit A;
a. An approximate 0,53 acres to be split from parcel no, 275- 000001 to build
the northern portion of Franklin Street directly adjacent to the west of the
Library l'rope��y,
b An approximate 0.64 acres to be split from parcel no. ?75- 00000I to build
the southern portion of Franklin Street to connect to Bridgc Street (which
inchides the West I3ridge Academy building "). Pursuant to the
terms of a Lease attached hereto as Exhibit "B ", I)f'SU will continue to
have the right to use and occupy the WI3A building,
C. An approximate O.l $ acres to be split from parcel no, 173- 000001 to build
a western portion of North Street providing public access to the I)C "SI)
Properly to the west, to the City of Dublin's Darby Street parking facility
In the south, to the Ch L propc�•ty to the north, and. to provide a dedicated
connection to the new Franklin Street right of way.
d. DC'SD agrees to provide such conveyance documents or easements a5 nay
be needed for portions of the I)CSI) Property identified and illustrated ora
Exhibit "A" as "Early Utility Work Area" by hatch marks for utility work
prior to I)CSD's transfer of 1.�5 acres far right of rvay to tl�e tr "ity. I)CSI)
agrees to timely provide to the City easement(s) or other acccptablc
conveyance documents required by the specific utility providers for the
``lady U�'ork Area„ "provided such easements do not unduly interfere �vith
the programming, safety, and activities of the I)C'SC). 'hhe conveyance
documents or casements Shall be vacated or released by the Parties upon
I)(�SU transfer of the 1.35 acres right ofway to the City,
e. The l)CSI� agrees to provide such temporary construction easements as
may be needed to accommodate tl7e construction of" the I'ranklin Street
roadway, provided such easements do not. unduly interfere witlr the
programming, safety, aa�d activities of`the IJCSL�.
f 'fhe 0 "ity agrees to provide legal descriptions and surveys and other work
necessary to complete the fi�regoing lut splits and otherwise prepare such
real property for transfer.
2.0? Landsca in r1I)em�lition. �'he City will work with I)CSD to ensure that
appropriate landscaping andlor other design features are incorporated into the roadway design for
Franklin Street to provide for the safe use of the DCSI) Property by the studerrts a�7d other users.
The City will incur all costs associated with demolition o[the W1]/\ building and improvements
]UCubr�vji�iDi�u�(UYVa8vvc�om1�cruo}aio�crn[\�cYV8Ahui�c�o5 0ni�urcnl8i111116 D(,�D
Property, After demolition the City shall landscape the W[\/\ building area 10 blend in with the
DCSD Property directly ad�jacent thereto,
20] T�c cnOvcYancc hv IlC�T) o[t�t 1rJct �cnorho� iu
Section 2.01 above. unless described otherwise (
herein, shall be byugood and sufficient limited
*orTao{y deed or dedicated by plat. [)CS[} agrees in cxccu|u any and all uupp|cununiul
instruments or documents necessary to vest the City with the riohts, titles and interests described
2.04 Wkarrm T}CS[) xhu!L and hereby does, warrant that the portion(s) of
the DC8O Property described in section Z.O| is free and clear from all liens and cocunnbracco
mjSin��urin�I}<��[)`operio�SofovvocrS�ip,uxccpi�
1cobnio, }u0000u,
V113 all
uoveouoi o[ record; /6Jall legal highways; and (c) zoning and building &[uvvo,ordinances, rules
and regulations.
1`05 [)[S[) shall uxSiot, in xhaicvc[oouoocr
r0unouah|y possible under the Ciruunnuiuuucu` to Procure and deliver to the (,iiv releases and
[}(,S[}and the City agree that ifa mortgagee of DCSD or of a predecessor in title fails to
cooperate with the efforts 10 obtain arelease ofthu| mortgagee's mortgage lien secured bY the
property described in Exhibit A, ihco and iu that event this /\QTcunluo{ shall become null and
void and the PDdiam to this &gretoocD{ shall be discharged and rcl8uucd hUn0 any and all
nbliAu(iono created by this /\orocnnuni- fbr flic purpoS�S nfd��x prurixion. i110
ooUperu�o'/ o�u|� �nc�udc a�cnnaD�urr�quco�hy ony xuc� noodQa�co|�oro/�c bopvuuoxa nuchu
/c�ouSo of 1�ui onon�a�cu'S nnod0uQu }iuu ��a� |�o <���y, in i10 un�u �ioorC{ion, �canoo Lo �c
uuuoc|�o�ioOn O[unyood o]� ui�or����io^ �it/cym�� in�on:o(u ini�c podiOnao[i|�c ropwxLy
described in Section 2.0l^ such as, but not limited to, those belonging to
2.06 T��rouSunonnu�nnuo�c}o8ingOfL�Cu�p��uo��tpoUjOnS0fL�n
[)[�[} ProDcUy o�a�� OCcoru| nuC� tinnu oo�y�acr aSt��padi�S noay u�nc�` �n� uo �u|cri�an
207
�.08 . Record, D(�SD agrees via plat ordeed 0r other o)Utm�ly
u�o:cU upOo �nairunlco1 in rolcanc/vvuivu aDy r�8I t8\a|c �oiCruat ofrcCOr� ii xoay �avc [or \��
por|ioox n[(�iv, rcal uataiu recorded in the name o[ [K/1[ (i.e. Library Property) and
p8Uso[Puruc[nos. 27]'UU45U7 and %7]'0000|0 upon the pr0pcdioStransfer frn|nCK�[i' the
(,i�yuxSia|c�hcnoin. -
I. 1.21 �un:a, nnorc Or }oun. �oCa�c� on L�� v/c�unn podi0o uf��u L��nry
Property, to accommodate uncvvparking structure to bu built hy the (.iiy
Li�raryPrupon|y�uu�
to service the new library and provide additional public parkinob
C. U.]0 uCrCo` more or lcax located 8|on& the vvcSicon edge of the LNm�
pn}pUdy all dncudud lor| NOW V(oro new road 0ubc named Franklin Street
''
b. 0,63 JonzS` more Or luna` needed [)rROW for anew road to be, named
and
d. U.2O acres ,uu0ocor less .n[ roll Co1u|cruo)aioiUAioLLonOd11n�[�cucvv
ouod.ROcK[rrnu.
RoCk[ynoS,�oo4{c�nni�Cood�crnpOdinunf|��.
Z.O4 l�c[i\va�rucsk]nnrnplck:t�c���]nv/inQunnrhu�vc/\nri� }.70|7�
u. |nak�� un� 0vvo }uturo� uOnocut0na f�0on Jn� cnn|c�c1c 8ny ut��r *nr�
nccuouury \O
[)rivu
h. 7hc �c�icN�ou of) pairs of�hcry wi|�io [}u�[iu� [�r uun h" 1�t DC�[)
i�oou�� U)c cxcCU|iun nf uo lD�cf�uoih�c ��iA�i'1o'Uac /\�'coucot in 8
|bnn oU�S\uoiia��yuinni�ar|u }�x�i�i|°(�``. vv�ic�3�a]� inc�u�cuny
ouycDltn10 nr O1hor nzo� oo\4io in1crcS|u ncouauury hn ucccyo ou� uoc i�c
sannc.
�.|� T�8(�iiyvvi|�CXnJ0r�1�oOppurkuliicaio�u0na
/�u«iticn iD p]uCt u1 ��� iionC of1�� �xccUiioO of[�iS /\�rcCnnmn{ cxCc��
8ml
�U} .
�bl|ovvin��
connect the Dublink
cy [1xo)co1arv. Daniel VVri dlii Eluo\ontury. and Riverside
a. The City entering into an agreement with NMI, for redevelopment of the
.Dublin Branch library, including the dedicatiair ol` the prope)�y interest
needed Isom the Library Property as shown on Exhibit `�,' and lor the
roadway and parking Iacility uses as stated herein;
b. Dublin City Council approving this Agreement;
c. 1)ubliar City School District Board of Education approving this Agreemenl;
and
d. Dublin City Schools District Board. of Education approving those thins that
.might be necessary for CML to proceed with the development of the new
Library facility an the remaining Library Property.
In the event that contingencies a, and d, above are not met, the City shall nonetheless perforin its
obligations required by Section 2,09 and 2.1.0 and DCSD shall provide the property transfers for
the Franklin Street and North Street rights of way to the City as provided for in Section 2.01, In
such an event the City shall be entitled to deduct, pursuant to Section I (�d) of the City of Dublin -
Dublin City School District Bridge Street District Cooperative Agreement dated April ld, MIA
(the '`C:'ooperative Agreement "),its actual costs in Iacrforming those obligations outlined in
Sectioar 209, less the value of "the Franklin Street and North Street. rights of �vay (appraised value
of $SS7,�99), from the payments due to DCSI7 render the Cooperative Agreement, The
deduction shall be made in live equal annual installments beginning the calendar year after the
improvements described in Section 2,09 are completed, In such event, DCSD shall not be
required to perform its obligations under Article lI except rvitlr respect to the Franklin Street and
North Street rights of way. For example, if the continge►rcies in a. and d, arc not met arrd tl�e
1)ublink installation required by Section 2.09 costs $1,0O01000, then the City shall be entitled to
deduct over alive -year period a total ol�dd2,401 from the annual payments due to I)CSD under
the Cooperative Agreement, "I "hat deduction would occur in five equal airnual installrnents of
�88,d80 beginning in calendar year 2018 and continuing through and including calendar year
2(122.
AR "�I(�I,E IV
NO'I'IC'Ir�S
4.OI, Natives. Whenever in this Agreement it shall be required or permitted that notice
be given or served by either Party hereto on the other, such notice shall be in writing and shall be
deemed served when either delivered in person to the following designated agents f«r that
purpose, or deposited in t11e f_lnited States Mail, by certified or registered mail, postage prepaid,
return receipt requested, addressed to the otlacr Party as f��)llows:
11'to I)CSD: Dublin City School 1.)istrict
Attn:
70 j0 Coffman. Road
Dublm, ()h�o d 1017
1 i184�i Ulv�
VVjL�uopy1n� l����uutxt�
Bricker & Eukltr[[P
m
|00�.] �ircoi
Columbus, Ohio 4].115
urouC�o{�urU��»c888s[)[S|} may hereinafter designate by written notice in1��[i|y./\uy
nohCck>�uacrvu�nothe City shall ho addressed DGfollows:
|[{o tile [i|y: [}uoa[. K4CT)8uic1
vcz
(,ityoN)ub|io
�2O0�n�uru�� PDr�v/ny
with copy to: Philip >L.Hartmann
�mnil�mnnTu��[[(,
One Columbus, l0 West Broad Street
Columbus, Ohio 4]2|5,
iU| . l���O A»r�tn�Cntix �c�n�uzuco\�� ou� ��}ivoro� iuL�c ���uuf
O�inou�s�u]� �ccun8�U��ml�m1[brcu�inaucon]8nC�vjt���u�uY/ Of<�o�i�cO[OhiO. Por
8�} �iii�o1�oo` �im�o|uo 8n� coz�ruvcmicS »v�iul� ouoy uriyc OuU u[ or iu cuunoc�iun x/ii� 1�io
/\�rccoDcnL{�cum]�roigno]�cru�yv/Jirc��cri��1k)bju��y'uryuo�Cnn3uot�ni��'urio�iciiOn
5.U2 . l.�jo /\urcuoneoi uonaii\u(cu i�o c��oc conir8c� ��(vvuun 1�n
yadi�3 �c�c|nrc�oiin& indlc Kcci�o�x �roCri�c� �upciu` an� nn8y no\ he noo�i�c�cxocpi�y an
|uyirurnen1iu*Ti�iR�8�Uun��yt�op8oi�cShuru<o`un�wu�cro��oSu�|prCvi0uw3�o5unncnto`
other address as the City may hercinaller designate by written notice tn I)CqI)
�.0] ' 1�Ino�ao[��uc3muucu0f1�ix/\u�cc00001inu}]/�npccix.
|0x��nou
5 .� ' . '�S��emo�S�lo���si����out�c*�ti����0[
U�c oi�urPur�v, vv�ic� apprnvu� x�o�| oo1 �oUorcounnu��u vv������. [fouSi�uc�, 1�{o/\�rcuo)ont
ybu|l be binding upon and Mure to the benefit of the parties hereto, their respective heirs, legal
nCpru3un18Uvcm. successors and OS8i&nS.
invalid, Invalidity, In the event that any provision of this Agreement shall be held to be
|ovaUd, 1hc oaUlo shall not affect in any respect whatsoever the validity of the remainder o[thio
5.06 Waiver, YVO waiver o[aoyof the provisions of this Agreement shall hc deemed, nor
shall the same constitute a waiver of any other provision, whether or not similar, nor shall any
such waiver u000tiiu1c a continuing v/oivm'. No waiver shall be binding, unless executed, in
5.07 Financial, . Notwithstanding any other provision O[|hiG agreement, tile
obligations nfthe City hereunder requiring expenditure offunds to perform thow Ali "Itinnq "le
oUL�eC11uuppn`.o1iun6v<��|y<.nuuuiio[[uodunoccs8mrY1oper�`nm(h0scuhligu�nD8mod do
not constitute an |ndch{o�ocnu of the City v0hiD {hc [vovjSjonu und 1{nniia14000 o[\Lc
t�cConn|i�u\iUoofL�c�(aic, and neither |ile School District nor any other party has the right io
have taxes or excises levied by tile City {or the puynuuDi Or DcrKbrnloncc of its oh}iQuiiuus
hOrcuuflcr.
5.08 . The section
�ca�iu8ncoo|uiou� io��io /\�rucou�niuru0xuonv�0�cnuu
on|yun� 8�uil uui��oonui�cr�� [�rooy purpuxc |o C0u8�ruinDt�iS &�ouclnunL /\uUSC� io (�in
1,11 CIS, 0lj|�uSingular and pluou�nunn�om
m�m�]�ccOc��ccno��1oioo�o�ci�co1��rv/�cn�vurii�ocOD1cx�moouQuir�u.
5.Uo . ll�� 1onno un� prov�3ious oFL�io /\2rcun�cn| s�o|� ourvivu 1�r �u]iv�ry
L}c. �.|U . T�in/\&r�un�uoinouyhooxuuutc�innn�ornnorucouO|croXduo]�o[
vv� xi[� h�Consi�crc�oUuuo���cumncu�r�co�uuL�iu�iu&Ona��yohic8` ootv,i'�Si8U�in�
i�u1a[� Panicnaruno\y��oa1O�ico1o(�cnunl�uouu�crpDrL
/\n()�i0aC�On[�ioUju1
kx� T�u8ourcr
mxw^|mo
/\n(l�ionluniC�po�uorpom1i0n
[)anuLK4uD�niciCi�yK�unu@ur
:ya.
COUNTY OFFRANKLIN
BE IT R8K4|I\d8EIED, that on Uuiy___ day of '016. hc]'onz nne` the
sub .ocr|k
or, a yJoiury Pu��io in an� �ur oui� n1u(o, pernnnu��y uppc8ru� `
tXU
H[0
()�, [ �uvo �cruun�o ou�uur���� nuy D8u�� au� J[�xu� ony
0Uiu|u� n�u] yun�Yo8riu9{u[ur�uoi�.
Notary Public
subyun�or, a 7�u�Vry Pu�lio in uo� [or o8i� S�Cko` px/SOuo}�y �ppcur�d'Duou [. K�c[)xu�ui [i{y
K400u8�rn{i�c(,i|ynf[)uh�in,()�iu,un()�ionouniuipa�uorpouaLinn.uP&dyiui���hrcUp���
&Arucnl*d. an� ac�nov/�c�uc� \�� ni 'o& i�urcuf10 hc �ia vO}un|ury ooi uu� �u�� Cbr uo� um
QTAlE0[f)
. O� T�8T}KJO�vY \�U6[(}/(}[, [ �uvu �crcun�n ouhyc�bn] nny omn� uo� o|�zcd zny
l�oian/Px���c
�nnrovm�oo&O�onn�
Jcnnif�r[).Ruud�m�[uo'[)�ouu1or
m�wmmz
Vyhi*hif A
Exhibit A: DCS
�'
M
L
1
ft PIP
CML P opert'es
/
34.95 Ac. / CITYOF DUBLIN, OHIO a _ I
I / INDIAN RUN CEMETERY ,i.�y'. I
0.550 Ac -o-' Land from CML
to City
/ P.N 273 - 010936
Early Utilitv
\ 1 II I m Work Area
30' San.Esmt. 1 I
X47 -,9c. 1 I I
Ii i - -' 0.29 Ac. Green Space 1 21 + \ II
Slope Esmt.
CD II a o I 0.63 Ack Cress �.
/ RocN.
O D 273- 000038 + 1
I I
20' San. Esmt. .�
� BOARD OF TRE: CML °
OF THE COLUP Property
MET L
jc— p I LIBRARY
1.15 Aa I
P*SI P.N. 273- 004507 r + I
II � . z Garage
q o Property P.N. 273- 000010
SR I 1.25 Ac.
I ? o � � 0.05 Ac.
o +
BOARD OF EDUCATION: DUBLIN CITY SCHOOL 25' San. Esmt.
DISTRICT, FRANKLIN COUNTY, OHIO
P.N. 273- 000001
•' '4' -. - - t .• - 10' Elea Esmt.
V C
1 ,
J IF I 4#"
i
wY, 30' St. Es mt.
TI
CITY OF DUBLIN
BRIDGE STREET DISTRICT
J I - Exhibit A: DCSD
— _ 7Ci tyof Dublin and CML Properties
a
4+ West Bridge Street (SR -161) _
DIFF N-- b1,20I6
own - R JOD N0.: 2015RS1
t' . Ir l F • tr. I _ �� +.1 l + �... I� ® num ��.naar aIF T: I of
jDCSD
Property
" — +
CML Property
- I �--
ROW from DCSD
I
to City
34.95 Ac. / CITYOF DUBLIN, OHIO a _ I
I / INDIAN RUN CEMETERY ,i.�y'. I
0.550 Ac -o-' Land from CML
to City
/ P.N 273 - 010936
Early Utilitv
\ 1 II I m Work Area
30' San.Esmt. 1 I
X47 -,9c. 1 I I
Ii i - -' 0.29 Ac. Green Space 1 21 + \ II
Slope Esmt.
CD II a o I 0.63 Ack Cress �.
/ RocN.
O D 273- 000038 + 1
I I
20' San. Esmt. .�
� BOARD OF TRE: CML °
OF THE COLUP Property
MET L
jc— p I LIBRARY
1.15 Aa I
P*SI P.N. 273- 004507 r + I
II � . z Garage
q o Property P.N. 273- 000010
SR I 1.25 Ac.
I ? o � � 0.05 Ac.
o +
BOARD OF EDUCATION: DUBLIN CITY SCHOOL 25' San. Esmt.
DISTRICT, FRANKLIN COUNTY, OHIO
P.N. 273- 000001
•' '4' -. - - t .• - 10' Elea Esmt.
V C
1 ,
J IF I 4#"
i
wY, 30' St. Es mt.
TI
CITY OF DUBLIN
BRIDGE STREET DISTRICT
J I - Exhibit A: DCSD
— _ 7Ci tyof Dublin and CML Properties
a
4+ West Bridge Street (SR -161) _
DIFF N-- b1,20I6
own - R JOD N0.: 2015RS1
t' . Ir l F • tr. I _ �� +.1 l + �... I� ® num ��.naar aIF T: I of
Exhibit B
1�`B� C3uilding Lease
i osaa� i o��z
LEASE AGREEMENT
THIS LEASE /\GREEMDNT(tbo"Lnooc'")in made and entered intunoLhia davo[
coqpuruUou ( I.cumu�.), uD�i�uDoh�iu(�i\y�c�Uol Diubic1Buur�0[B�uca1ion, aoU��o au�ou�
district (°[cSoou"), having an official address nl' 70]0 (,O|fin0o Road, Dublin, Ohio 43017
(Lessor and Lessee referred to together as "Parties" and singularly as 'Tarty").
TVH|7Rl7/\S^ pursuant to o certain [(co] Fniutu and Truna6:/ of .Property Agreement
(^^l`rano}erAXJcrnocu1') dated MI6` LtooOr porcL8uu� �unu
Lcooxupn)per|yuon1ainiuAaioiolof}.]5uCrco,murco,lona,torri&h|ofv/oyuCcdcdi8build8
section 0fFranklin Street (in two phases) from Bridge Street/SR 161 10 the proposed Rock Cress
un�(u�Vi��av/cS|Crnxxt�oxion0f}�ud��buuiioi�cyJ�vv�ruo�!io�ircu1<i�e"PoopC|�y")�
lyl{]���/��,P�&aoZc0nabuu�iounf[r�)��in�ircc|vj��iuc�u�ci�cunut�crnoono�C\iou
|ronu North Sircc1 to Bridge Street and cOn|uinu 8 portion of the VVca| Bridge Academy (the
°YY[�/\ �]ui|��nQ,,) on� uoon�oto o[appxuxiona1u[y 0.64 8crco uo �cpio1c� un Fx�ihii Q o� |hc
YV}{{<|�lC/\�, i�c Lo3Sorper1�c1mrn�S n[|[o ]iuouCcr/\�rcuo�Cni x��� heocapooSc 10r
the demolition of Y/E}/\ Building innrnudiu|uly prior to the south P|'uokl|n Street ooxd}roy
|nopnOvcun�o|coonkociiOn�
WHEREAS, Lessor does not need the ionnnudiatu possession of tile South Franklin
|'nop�dy�
W}1]CK0/\S. upon the closing nfthe Property, Lessor has 8unxx] to lease back to the
9V|||CR]�/k�,[uxxnr�c�ircuio[�umu�ac�inun�c��o�u|yuDOoo{0Sio8O[t�cma�coo�
pun:buoc of|�c Propcdy |o [cx3uc 1�c �nu|� Proo���u Poo�cr�v a��nvviu@ 1.uaocc ��c uon��oUc�
oxuuf{huVV�ui]]r�d�c&cu�nnyun�xunmondiu�prop�ny�
Y4()YV,T}//�}���()�]�,��rvu�uo�}Cuom���nUiou`��cumuuoi8o�3u[�c{cncyn[x1ic�
a,ubcoo�yocknnvv!u��o�`l.enS0ron�[usx�cu�rc�ua[h��ovvo�
|. . /\apurOf1�cc000i�cru�onn['[raoa{cr/\8rc�n�cn<�civmcnUlu
Pur\co,Lu3yur�cnchy}�aoxu1o[couccncn1f�oc.on�[cS�uu��oru�y�ca8oa{�0ou[unSor`nuui[r�c^
01hcrvvincprovi�u]�n|�c��u�|�Dto|cuo�l�unS[�ro[PrOpur�'/\&zuuo�cn|io/\dicl�l[ '
). [cwxcc 8�uU con|inot in D0SScmxioD u[|hC
�ou(� �r8n�}inProOcdynn(bc [lOuio�[)u|�|n�y ^ua�o"cuo�i1ion. [�8%Oc ;�a�[no�ou�]ui0r
aSo|�n |�e [c3SCc'u in(on:o|in i�c �oo|� �roo��{U Pn0pCdy0runyDm�1�cn:nf }vii�uu1��up�nr
11,xhibit b
written consent ofl,essor, "The South Franklin Property shall be used in a same or similar matter
as it has been used prior to this laease and other school o�el °ationa1 purposes.
3. ASSIGNMIJ�i�3 "S. Lessee shall not sublet or assign the Lessee's interest in the
South Franklin Property or any part thereof; without the prior written consent of Lessor.
�. LIASF; ThPM. 1'he terns of this Lease shall be for a period commencing an the
Closing Date, as that tcnn is defined in the Transfer Agreement, continuing until the ,tune
conclusion of the 2018 -4019 academic school year and continuing thereafter until tern7inated by
one of the Parties pursuant to its termination rights under Section 15 or other applicable
provisions hereof,
�. OI'I�I�A3'IONS ON PI�UPf;T�TY, '1he I,essee shall not commit or permit the
commission by others of any waste, injury or damage to the South Franklin Property. The Lessee
will keep the South Franklin Property in goad order and repair at all unties.
6. 1y1AIN'['1?NANCE. 'rhe Lessee, at its sole expense, shall keep the South Franklin
1'raperty maintained, clean and in good condition, and shall make all repairs, replacements and
renewals. improvements or other modifications to the WbA building and grounds that may be
required for it to operate for its intended purpose. The Lessor shall in no event he required t(�
make any repair, alteration or improvement to the South Franklin Property,
1. [,1(Al C'UMI'LIA;VCI. Comply with the requirements under state and local
housing, health and safety codes that are applicable to Lessee, notwithstanding this language,
L,essce will not he required to make any improvements in association with this compliance
8, C1 "TI[,ITIIJS, Lessee hereby agrees that Lessee shall pay all of the charges
incurred for any and all utilities, i.e. gas, electric, water, telephone and cable, and services, i.e.
gash removal, consumed by Lessee on the South Franklin 1'raperty,
9. COMPI�I;111?NSNF CilN1��RAI� I,IAbIIaI'I'Y CNSUI�INCI�. Lessee agrees that
it wil], at its sale expense, maintain It�r the bcnettt of Lessor under valid and enforceable policies
issued by insurers of recognized responsibility, Wanting Lessee and Lessor, as their interest m�ay
appear, a general liability insurance policy providing fir claims for bodily injury ar death and
property damage occurring upon or about the South Franklin Property, such insurance to afford
protection to a limit of not less than One Million ($1,000,000.UO� Dollars with respect to bodily
injury or death, and nut less than Three I{unfired Thousand (�300,000.f)0) Dollars with respect to
damage to property in any one accident. Such policies sh�rll provide that they shall not be
cancelled without at least a thirty (30) day prior written notice to the assured named therein and
certificates of'said coverage shall be furnished to the Lessor upon request.
10. hl�f; AND CASl1�1,hY INSUIZAN�'Es Lessee will maintain for the benefit of
lessee and Lessor a general fire and hazard insurance policy providing fin chinas of" any
propeaty damage la the South Franklin Property, with such insurance to afford protection to a
limit of not less than 'Ihree Tlundred 'Thousand ($30O,0O0.00) Dollars (or, if less, coverage at
replacement value) with respect to fire andlor casualty loss t�� the South Franklin Property,
[osscc uhu| he entitled \0 all uaGuulry insurance pnuctcdu in the event U[on occurrence of
casualty, uo� [coo0r�cru�yuoai�no{oLooum�nuyprnCcc�y�uv/�ic�it otherwise may boentitled
under the casualty insurance policy noain1uiuu] by Luuncc; however, if any uoxualiv vvoU|d
iucouaoo t�c C0o{ Of lo1c/ ��nnU]in��nb auJ c�uuriuQ Auiu�` Mc [cuu0r'ohu|l hc
cndi|cd to insurance proceeds from a casualty to the ux1uni of the additional demolition cno{
arising from the casualty uo]nou ico8uc olocia 10 use the proceeds of insurance to nuo1ozu the
damage |n the W8/\Building,
H, LIABILRY /\ovih{ug in this [cuno \0 the contrary notwithstanding, [ca3Ce and
LuuxOoo8c�vvuivoou|[ri��inofvmcUvcry,u�Jiou,acJi0n0rC8uSOn/aC|ioO`8&uin3ii�o other, |in
uguutn� nUiucru` ciocuk)ro^ or cmployuco` for any luxn or d0loagc that may occur to the South
Franklin Property, or any improvements thereto, 0r any personal property uf such 901y thcnoiD`
or injury or death to pernouS` by oc8xun n[fire, 1�r elements or any other cause vvhich Could he
insured against under the 1crnno of all risk property insurance policies, regardless of coonu or
origin, unu|udingnegligence uf the other Party bcruto, its agents, officers orCnlp|oyccx� and each
Party covenants that n0 insurer shall hold any right o[uuhnugu1inn against such other Puriy.
ricIi and power to
execute this Ltemo in the South Franklin Property }caxcd herein and that ~ Lessee, upon the
performance ofall uf the hurnnu, conditions, and cOvenun1nherein contained, shall have. hold and
pcuu�81117 cn|oy i11a Cnut� �rau�liu P/opudy durin� i�o fu�� T�nn u[|hiu [couc, ouhico{ an�
subordinate to all of (lie |en0a^ unvcnan1o, and uoOdi|iOon of this [8une. NU\\vithxtuU`io& the
I'Oregoing, Lessee understand and aorce that Lessor has the right to enter upon the South Franklin
Property I'Or the purpose of making surveys, soundings, drillings, appraisals, and examinations as
are necessary. or for any other reasonable purpose, provided that any such entry by Lessor shall
not ink:r|en: With Luma8u'9usc n[thc South Franklin Property. T0 [lie extent there i's ally conflict
with this section 12. and Article I[Ofihu Real F',a|aic and Transfer uf Property Agreement, Article
l| Supersedes this section {].
]]. . [cuwOc nr |.unu0r`u u��o13 n/ ncpnuaCu�a�ivca,
nnoy �n�cr �hu �0u1� yr8ok�io Propudy 8n� VV[!/\ [\ui��in�` upou [�My~r���� (48) �nurS prior
oodc� �urio� /caaO�a��� �iouco Cbr ony ro8suo�h�c pVrpV�� pnovi�u� {cuSCc �S i [
` ' pro�cV. csuur
r�s��vco{�cri����ocn�cr\�c�ou�lK�8u�}inPnJp�dyvvi1�ou|uo1�o�iu0osco[c/nCrgcnuy.
. 14. . [ni�c0v�nt [uauc��u�o�c|�ulio[mnyO[{�C1onDuo«
n��|gu�{nn8o[��r[.t�xc`vio}u1Cau�/or[bi�hox0nup[yvvi1�ouyo[1�ncovcnml|x,|cr|nS`ur
uoodi|iuno of��u[cuuo^ orooyopp[icuh]u �ovvu, ru�uxor0njiouucou, S8��dufbulC ou��uc\|O|�u
nnbcc und o�D0dun�iy to �urc pzOv�]od �urcio, o�u]| couu itu|u Qn)oo�S [�r \unn{ � u o[L�iu
Lcusc 0U�/o� Cviu�iUu �y [cuuor un� [cS8Or ob8�� �uvt uU ri��|s ond ocnocdico 8vui}a��c io i\
uo�c�i�c ior000 of1�in LC8oc and upp�iuuh�� �avv. Lnayora�u�| poovi�c [�ouoc vvi\�u noiicc of
ouc� �u�/u�L ond [cmamc x�8�� �ovc 1�idy (]0\ duyo /or uuc� mj�iiiooa} iio�c 8u nu8y �e
n:axnouhly nc�u�oc� �f{,oxotu ix �i�igcn1[y purou�n� u Cur� ofi�� �u[buli} tO cur� x0i� ��[�u�|
D('ioc.\o �uaS� icrUlino1ioo. [uosc� u�uU �o uo� ruonuiU Uo�]u (�r �onn�|cu vv��c�l [uSOor huo
ouokun�� �y viUuo of[cunut^o �c[bu�i un�xr i�iS [uuS�, ��iuA iu|u -CouoL �UvvcvCc i�a|
[cS3Or�oconoiiuk:n�t0ununrru'�cii�cV/[\/\l�ui��in���uri}loiunn1�nx1i0uofi�io[c�8b.
15. TERMINATION RIGHTS, Lessor may terminate the Lease at any time after the
conclusion of the 20 18-3UlY academic school year by providing iU writing u six (�)nnno1hnotice
of its intent to move forward with the construction of the south pu/i0o o[` 'aoHio �brA|.
` Loo3nrn�)� Fnov��c a1 �uoat Ui ilk, Ly �8yoprinr vvriUco notice to 1hc [oxuot
of the dmiu the Lessor intends in dcnun|iab the VYB/\ Building, and such 90-day notice period
rnuui be subsequent to the 6'cn0nth notice of' l.eSno/o intent toproceed with the construction of
the south portion o[[ranklinStreet,
. .[cSOou shall have the right at any time dm�u8 the lenn &0 bcrDoin8ic this Lease by
providing vvnUoo o0iicm uf|hu election iu terminate iO Lessor (the "Terolin8|i0n Nu1icc`'). This
Lease will terminate oil the thirtieth (]U") dayAcr|ic(Jatc tin 9/kiCbih�]`�rnlinU(no�M'iu�iS
r�coivo��y[o3Soroo��u(�Pur�cxS����h�nc� Can oon ally uodall h8hi]iiiao under tmuLease
|6. (JpUn L�o cxpio8ioo or our icr icrnliouii0n nf
this [uaoo` [esauc shall n:iunu the South Franklin Property to Lessor in then-current, om'iu
c0ndiiiOn. [.uaSou shall have the right |oremove its personal property frOD) the Property, \]Dou
vacating the South Franklin Property, Lessee shall deliver all keys to the South Franklin Property
iu|/:xnOr.
IT Prior 10 the vacation o� ��o �uuAh Yr8n�lin
ynop�ny, [uaaxuA81[�ucnii1}uI|O rcn�Ovcu}� pursoua� poopuMy�n� �xiUrcn|�onn ��c \VR/\
8ui}Jin�and retain ownership uf all such items that are roo0ov8�oo|onQ�a3Uc�lru/n0vu��o�o
un1inuzeuur the Lessor's cost uf demolition of the VVA</\]Auil�inA.
18. Whenever in this [cunc ii a�u]| hc r�qOirn� Or pconiUcd
1�81noiicu�c�ivunorn�rvo�hyui���rPudY�mrtu0ni�uOt�cr,ouC�Oo|�ccS�a}��cinwT�n�
and shall be doQoocd ocrvuf when either delivered in person 10 the following designated o8cn1x
[briho\yuqpoxc, 0r��pooi1Cd in |�c Uni|cd 8|u1cu K�uiL hy cun|i�ud OrrCgix�C/c� nn8iL pos1a8e
�ftO [cnxOc [i1yofDu��iu
5�0O�nnCD��Por�vvuy
VVi��ucopy0o� JCOnif�r[).D����cr, 8xq.
(�i|yof[)u�[io �x�vv[)iruc1Or
�n)SiQnovnTn�d,[[P
Uoc[o/uno�oS`�oi�c2]O�
nronc�n���rad�roSSuo[�aoOrznay��njnu�or�ty{�ouic�yv/hMcnno�C�1O[uSS�e.Anynn1icc
�nbcnurvn]ou[oo�eco�u��hcu��n:onu�uof���Ovvm�
]�x�ihi1E}
}f00 [cSuoc Dublin City School District
/&Lni
7A30 Coffman Road
Dublin, Ohio 43017
With aCopyto: Todd ().Kcu{zc1
100 S. ]' ' Siv:Ci
Columbus `Ohio Ali |5
invalid, vcO8
|1�1anyVroviyiml ofLhia [euSe shad he held to be
, Chc same shall out affect in any rc8pcV| whatsoever the validity nf[hu remainder o[Lhia
l8. .ThiaLc8acix�cio8exccoted and dm|ivorodin{no state of
UhioondyhJ[]hcconu|nedHndcnfon:ediuuccurdoDCcvviLlidlo]uvvaof|1cc�ok:0f(]iin.For
u|� �i1i�Jiinn. �|upuiex oo� C0n\novc0icx vv�ic�o�uy ar�a�ootnfOriu c0000C�i0nvvi1�i�iu[ouac,
Ub� um�CrSi8ou] �c'ehv *niv� i�u ���i k} U�o| h« 'ury uo� cOnouo| i0 L�u 'uriy�iC�0o nfi�u
courts inthe State o[Ohio, '
. ]V . T�im Lcuo� Cuo8\i1uL�S i�� oo1irx uOnbaoi �o[o�cn |�c
9ad|cu�cro(nvvi<�ruspcCi1o1��|�un{n&o[{�r�OuihFrun[}inPn`pcny.uu�nouyno|��
modified cxuopi ky uu inn|0nucn1 iu vvri��u� o|8nuel ky i�c P8rii�o �coO|o, an� uupunsudcS u��
prov|ounuArcocu�n�S. *Ti|Con 0rnra},i[m�y,ofi�c P8di�S.
u�ovovo|Uuu.
/\n()�iocounicipm/corpOro1iOn
l}una[. K�u[)un��L Ciiy r
STATE UP()BlU
COUNTY 0PFR ANK[[N
T��f�r�Qoio&inx�roDlco\v/axacknovv����cdhc[brc11ct�ix____�daynf
��o1urvPo�lic
�TAI�[)[0ll0
�0�@TYUFF�A0�[|N
]]�f�rz8o�nXinohunno)�vv8uxc�ouvv|0�uc��o/�ruoncdl�n___�mynf
2U____`�y ,t�u 0[t�o[)uh[iO(,i1v�cbVo�[)i3�riui
QOUr�n[��oCJ�0u`on<}biomc�uo]�|d�ot8n�pn�i�\c��nuh��vioiVO,nn ' [8f\��Sc�nn�
�iS|rc1uu�p0�i�uu]3u��ivioiun.
Iaxhibit I3
I�XIIII�IrI' �
�os����Hi��
(' �I,he�rslll(1:3�4'�."r'I) t')1'fi�e Ii�I�a1V�1Ui�' I'• �harUnairn��i�flagt�w .�irin!E�hiMi[ 13� 1)l`�S!) i, ease; 1�rccine�n (�,i'4Nf:�r148i7- �)71i•(iS2� v,l.l)f.)C'X
Exhibit C
�.�
ltad�leasi�le Ri�l�t- to -[)se Agre�naent
(: �l'tier,SiUq�S�3�Nl) CJ�(i�t I: chi, �VAUf' I'- �I�r7i���nann '�rfbllaw.rnml('nun�il p��ket ropy- I���hG�ngc crf`Pa�opLr(y l�tC�rt�t� �' "ity� ��i��d f)C'Sfl
Ag��G�anCnl �8= �(i•104.gO�3 v.l.d�'ac�
] Q644� I w?
CITY OF DUBLIN, OHIO
INDEFEASIBLE RIGHT-TO-USE AGREEMEW
THIS INDEFEASIBLE RlGj8T'TO-US8/\GIRE8MENTimmade and entered into
myu[1hc day of June, 20l6^ between the City of Dublin ,Ohio .ao Ohio [uuuiCi�8]
coqpor8|iou (bcnciUu[(ur r�/�rnc� io ox (�o /'()vvn�,")` �avioQ uu o[�Cc 8\ �2A� 6[ocra��
P8z�wuy,Du��in.0��n4�Ul7'lUOh.on� Doh��o<�iiy�c�uU� �)iwhiu{Qnmr� o|'G�ocu1�0o,
on Ohio school district rPocr">,hmviog,3no[fiCiul address uf7030(`uffinau Road, Dublin,
Ohio 43017 (the City and User may be referred to herein together as "Partics" and sinuuhrl
VV|TNBSSE][l}:
Wl IEREAS, Owner has an existing optical fiber system (hereinafter referred to as
the "Fiber Syo\cnn'') throughout the City nf Dublin ,Ohio and the oromicr(-01unnbus,Oh[o
nnc{nopoUtuo8,ca� aU�
,OvvnCr�aacxuOxx|l�criuthoFibwr�}SkVIIIun�imnjI\in8.�ontnn
to U. nc, c
to provide such fihcm to User and 1O grant User an Indcicuxihic Right to Use Or
])<lJ (hcrcinafier referred 1n as "]|}i}'') in and to such fibuoS for the purpose o |`pn3vidiug
WHEREAS, User and the Owner desire 10 work cooperatively hJhelp[UCili{atC|hu
redevelopment of ncv/ [)uhUn branch lih'n'" by the Columbus kJcnupOliUan [/6rmv
'
VV]{�l!�/\� ��in ||<Li iopm1of�)tcunGi�cx��on {ua�uu� 6S�Uoon� TrunS��rn[
V/|�|��[/\�. io cOuuoc�inD vv�i�{hc�rDn( k) Uocru[uO [X(U in 8n�i0 Duc� ��orS,
{}*nCri8}vil�inA{o 8��nv/Oncr�o oxcccr|uiuO1��xprOpur�y ov/nu� �y ()nnler, iuc/U�iu�^
hu| nn� �i|niic� (u` inncr�uoL uon�uiL �oi��in� �n\rOno� 1�Ci)i(�c3 ou� uo30C�xic�
up�u�cu0ooco�aDd
VY�lGR8/\�^[|Scrv���nr�uSO�|oinu]aoyun�o]�pcnni|S0rupprovu]�roquirc�|o
u8�o�oindnin��n���pUr�ooxVu�/�rthcu8COndoc�upancyu[opuouin|6�Ri��txO|`VY8y
8n�[uU��ru8r�ooin���1urciomny8n�u��ocqUirunoun\So[f���xui8iuk/an�/oC8��8vvu,
ru�cnorxc�u�oiionS(aVcc��CaUy�Uc�ux�v�n[�u|no1�io�itc��O,(,�upicr4�Of|��(�o�i�c�
(}r�inonucoof|he[i|yu[[)u��in`()�io)� an�
VYU����/\�,Lbo�unica�8vcV�vcr�|o cnk:riu�n\�ia cntv/�iu� ccoho��oV
Property Agreement between User and Owner,
VV[[�U|�/\�` \�u P8diuu nnay in ��� }�nnC u�r�� 10 cn{Cz |ub) 8��itiOnu} ncp8ro|u
l�xhibit C
covenants and agreements of this Agreement and which will also set forth the terms and
provisions unique to each additional or different specific project.
]V'0��, 'l'h1f�:Rff�ORb;, pursuaaat to the terms of any Right of W'ay occupacacy
requirement andlor Construction pera�.it requia °cd by Chapter 98 of "the CGadified (�rdinaaac BA,
s
of the City of Dublin, Ohio, for and in consideration of the mutual covenants and
agreeaaaents set Iorth in this Agreement. tlae I'�artics hcreta do hereby scree as follows:
1.
DEFINITIONS,
l .1 The following tcrans, ��rhether in the singular or in dae plural, when used in
this Agreement and initially capitalised, shall have the meaning specified:
a. Agreement: This Indefeasible Right to Use Agreement between Owner and
User which identifies the specific optical fiber strands aaad facilities to be as
provided to 17ser by Owner and �� °hich sets forth the associated
feeslconapensation, tunas and conditions liar User's use of such optical fiber
strands and facilities.
b, Fiber System. The optical fiber strands, innerduct, conduit, building entrance
facilities, associated appurtenances, and capacity owned lay Owner and located
througlaout the Rights oI` Way of the City of Dublin, Ohio and tlae greater
Columbus, (:)hio metropolitan area (a general depiction of which is attached
hereto as Exhibit "A ")
?.
GRANT,
2.l Owner hereby grants to User an IRC! of the following Fiber System
components, Owner warranty that it has all rights necessary to make such a grant
to L�sea °,
a. �I'wa (?) strands of 1ibea° aptie cable in tlae Fiber System (tlac ' "User
System''), User will work �� "ith Owner to define connections to facilities within
the Fiber Svsteaaa.
3.l I finless sooner terminated in accordance with the terms af'this Agreement,
the teraaa of this Agreement is far ten (l U) years (lacreinal`ter referred to as the "haitial
"�'eraaa " }. Alter the Iaaitial ']"erna, User shall have the rigIat, iia its sale discretion, to
renew this Agreement for an additional love (S) or ten (l O) year tea7aa. Such renewal
shall be memorialircd in writing ti °om lJser to Owner at least thia�y (�0) days prior
to termination of the Initial �'erm, INa the eveaat that User does not renew this
Agreement, this Agreement shall terminate. 'Ihe entire ilauatioaa this Agreement is
in full force and effect is referred to herein as the' "Term ". The "Perna shall begin
upon e�ecutioaa oI'this Agreement,
L
4.
�.
6.
Gx�ihi((�
4.1 As consideration Uur, as inducement k)` and as u rcqu[rcd coil
�i�0u O[
()vvncr�rmu\ioA USor��c opmc{�cri��iu|0 uSCpohi8nao1|�eRiDcr)yyLczn U�u
User System") as described herein, User hereby agrees:
h. Thu1mly��}uncOfUuur�o�8ix[vi��1cnnSun�oon�i{ionoo[��io/\QrnoO�on|
shall he considered umaterial hn:8Ch of this Agreement and Owner may then
�.|
u. Prnvi�tt�c USur�yoicnn �hr|]Sur`u Usu �o �xxnr��Ocu vviL� L�oiCnDx uf1�io
b. Provide and/or control maintenance and repair functions oil tile User System
and all facilities in the Pihcr KYoUocu through which the UScr SyS\oUn pausco,
inulm]inbmho1nO��inoii��|o`Cun�uiL{onWn]UuLpO}coDouuQoipnneoLonWUPe
perforined Linder the direction of Owner,
Owner shall:
C. Maintain the User System to User's specifications,
6.1 lJocruhal I:
o. \���U�u{�ralunnomC�ivih/iun01pn)ri�c�hy()*�CrprOv��u3n�puyf�r�3i���
uonnou|irirY |�Om uxCOSx8ry1trDnio81�On puin|ynf[u�r'S�oo�ri�|3ry ���raD�
�guipunon1 to 1�d nouc3w�ry �coOu�ua�iOn �nio�x o(`()vvnCr,S Pi�Cr �yS|Cln. lo
i�iuovun�ijoorx�U��ovvni�C[3i�ru�.
h. P8yfbrOoy�ui��in�orcx1uo)unciwnc�ucrviCCuuoOoc1i8Ouo��iSo)nnuuiiUn
C�ao�cx 8orcuub�ui��in� S�rvic� ���u� or�o}ctO� h�[buz. �urin�uru�crt�0
iniiia��u<uh�io�lonun|uo�Cuk`rcrOfoUoer�yo|�On/��crSC&|nout[1oc|'V�a�/�c
ncx�onaih�C�brm�yum]u}�un3|sosanciu1u�vji��a|�ra�cUnnuCiivi�y1o��m�i�ur
8ymtcnnoo�u�a�� puy|�>rt�uuoxtanfa�� opUc|n�. �io|ri�uiiooxu�o)cnLV�rvixc
CDouxu|i0uu.un�uoy/{ngorc0ncCo1c0orOpercUiunn.
c. P8y��]uocosoaryCoS\aif|i3�rrcquir�xin�a��a1iouOfaoov/�in|��u1iOn�n8or
COnuou�utnriounm]'e»d»Co18h�|��t��i��r�yyk��or�)Gcr�yuion��i3U�hu�on
uu�nncnircurnzn�cnucn{ofux�n�in83�rvioocnouu0iiony`Un� rcozruo&oon�ut0[
urin�0ruon��otuUoroper8{inu. 0vm��r`yrn8n8�uUnco{p��ni`aCu[rco�c�&[Quu
]
L?xhibit C'
d. Agree that it shall not sublease or subdivide the User System unless otherwise
agreed to by Orimer. User fuhlhcr agrees to continually meet the requirements
of this Agreement. In the event of any breach of the provisions contained in this
Section, Owner has the right to terminate this Agreement up�m giving thi��y
(�0) days written notice to User,
e. Agree to hay any and all maintenance costs as may he required to he paid by
User pursuant to the requirements of Section 8. l (a -c) below.
7.
7.1 Owner and L.Jser,jaintly:
a. Agree that within sixty (60) days of final execution of this Agreement the
Parties will agree upon an Acceptance flan for User's initial activation and the
"go- live" of User's System,
JOINT OBLIGATIONS.
b. Shall provide each other atwenty -faun (24) hour a Jaya three hundred sixtvMfive
(365) days per year, coordination telephone number,
3. MAINTENANCE?.
8.1 All maintenance and repair Functions on the User System. and all facilities
through which the User System passes, including, but not limited to, conduit.
innerduet, pales, and equipment, but specifically excluding all User owned and
controlled olato- elcctranics. shall be performed by or at the direction of Owner or
Owner's appointed agent with reasonable notice to User. Except as otherwise ruay
be agreed to by the parties, User is prohibited from performing any maintenance i7r
repair can the Fiber System or User System, User shall have the right to have an
employee or representative available to assist Owner in any maintenance or repair
at' the E)ser System, Omer shall maintain User System i� accordance with the
technical specifications (hereinafter referred to as the "Specifications ") attached
hereto in Ixhihit I3.
a. pcgular Mainten�ince: Owner may from time to time undertake and provide far
Kegular Maintenance activities in an attempt to keep the Fiber System andl'or
User System it1 gaud working order and i °epair so that it performs to a st��ndard
equal to that which is then commonly believed to be acceptable fG�r systems of
similar construction, lacation, use and type. Such Regular Maintenance shall
be performed at Owner's sale cost, and
b. Scheduled Maintenance; Owner Pram time to time may schedule and perform
specific periodic maintenance to prated the integrity of the Fiber System andlor
User System and perform changes or madificatians to the I�'iber System andlor
User System (including but not limited to fiber slicing, etc.) at lJser's
request. Such user requested Scheduled Maintenance shall be performed at
q
k�;xllibit �
User's sole cost and expense. User may request such Scheduled Maintenance
by delivering to Owner a Statement of Work detailing the service User desires
to be performed, including the time schedule for such services. Upon receipt
of such a Statement of Work, Owner will provide an estimate of the price and
timing of such Scheduled Maintenance, Following User's acceptance of such
estimateI Owner will. schedule and have such Scheduled Maintenance
performed. Owner will have such Scheduled Maintenance performed on a
time- and - materials basis at the standard rates then in effect at the time services
are performed., Rates in effect will be those identified in Exhibit C with the
understanding that such rates are subject to change at any time
c, Emergency Maintenance: Owner may undertake and provide for Emergency
Maintenance and repair activities for the Fiber System and /or User System,
Where necessary, Owner shall attempt to respond to any failure, interruption or
impairment in the operation althe User System � °itlrin ��wenty- I1'our (?�) fours
alter receiving a report of any such failure, interruption or impairment. Owner
shall use its best efforts to perform maintenance and repair to correct any
failure, interruption or impairment in the operation of the User System when
reported by User in accordance with the procedures set forth in this Agz °cement.
User shall be responsible for the costs and expenses associated with such
Emergency Maintenance as it relates to User's actual use of the User System
and/or fiber System regruring such I ° ;mergency Maintenance Owner will have
such emergency Maintenance performed on a tinge- and - materials basis at the
emergency .) rates then in effect at the time services are perlormed
8? In the event Owner, or others acting in Owner's behalf, at any time during
the Term of this ,agreement, discontinues maintenance and/or repair oI'the Use
Systems, User, or others acting in User's behalf, shall have the right, but not the
obligation, to thei °ealter provide far the previous Owner provided maintenance and
repair o#'the user System, at user's sole cost and expense..�ny such discontinuance
shall be upon not less than six (6� months prior written notice to I1ser, In the evcaat
of such discontinuance, ()wner shall obtain far User, or others acting in User's
behalf, approval for adequate access to the Rights of "Way in, on, across, along or
through which the User System is located, far the purpose of permitting laser, or
others acting ur User's behalf; to undertake such maintenance and repair olthe laser
System. �s an alternate remedy, User may elect to terminate this �.greement
should Owner discontinue rnaintenance andlor repair of the User Systen7.
�.3 In the event any failure, interruption or imp�rirment adversely affects both
Owner's hiber System and User System, restoration of the User System shall at all
times be subordinate to restoration of Owner's I�iber System with special priority
f�7r Owner's public safety and municipal infrastructure functions canied over the
}Fiber System, unless other�ise agreed to in advance by the parties hereto. In such
event or in the event Owner is unable to provide timely repair service to the User
System, Owner may, folloti�ing written request, permit laser to make repairs to
C�hibit C
restore the User System as long as such restoration efforts do not interfere with
C)4vllel''s restoration activities.
aCtivltleS.
8,4 Any User subcontractors or employees who undertake repair or
maintenance work on the User System shall first he approved by Owner to work on
Owner's Fiber System. (.currently, Columbus Fibernet, 1. LC is the only company
authorized to perform such repair or maintenance work on the Fiber System,
although Owner may authorize other entities to perform such work on the 1�4'iber
System f�o111 time to time. Prior to User's undertaking I;nlergeney Maintenallcc or
entering an Owner's facility for repair, User shall first notify Owner of the
contemplated action and receive Owner's concurrence decision, a decision that
Owner shall provide to User no later than twelve (]?) hours fTan1 User's 1lotilication
to Owner of contemplated action, When User undertakes Emergency Maintenance
of the User System, User shall have an Owner employee or representative available
to assist User in any repair of the User System,
9, t1Sl�? OI�' 11SE;lZ Sy'S`I'�?M.
9,l User shall have exclusive control over its provision of telecommunicati(ns,
video, data, a11d1'ol' information services,
9,2 User hereby certifies that it is authorised or will be authorised, where
required, (1n the effective date of. this Agreement to provide telecommunications,
vide(l. data, and!or informati(711 services within the State ofOhio, the City of`ChlbGn,
1
Ohio and in such other Jurisdictions as the User System may exist, and that such
services can be provided on the Fiber optic able systems such as the Fiber System
owned and operated by Owner.
16 User understands and acknowledges that its use oftlle Fiber System and the
User System are suNect to all applicable local. state and federal laws, rules and
regulations, as enacted, either currently or in the future, ill the jurisdictions in which
the Fiber System and the C1ser System al'e located, User represents alld warrants
that it shall operate (1n the [� "fiber System alld the f;sel• System subject to, and in
accordance with, al] laws, rules and regulations and shall secure all perlllits,
approvals, and authorizations �fronl all Buell jurisdictional entities as may be
11eCeSSa1'y.
lQ. INDEMNII��IC,A'hIC)N.
10,1 To ille extent all(lwablc under C)hio law, f)ser undertakes and agrees to
protect, indemnify, defend, and hold harmless Owner and all outs elected officials,
officers and employees, agents anal volunteers fi'on1 and against any and all suits
and causes of action, claims, charges, damages, demands, Judgments, civil fines,
penalties, costs. attorneys fees and costs, expenses or losses of any Find or nature
whatsoever, for death, bodily injury ar personal injury to any person, including
[lser's employees and agents, or dalnagc or destruction to any property of either
party hereto, or third persons in any manner arising by reason of�the negligent acts.
6
errors, omissions or willful misconduct incident to the performance of this
Agreement or use u[ the Fiber Syyicnoon the part Of User, or User ^uo[6iocrx` agents
,
employees, ur uuhCoo1r8Cinr3, uxoCpi �or i�c au1|vc n0��i�cnC� or vvilffu|
111 iu1.011Cuu|0 [(}vvunr,8n�itoc���iu�o[�Cio�5,n[�o��5`cnlp]oy�cS.u&uDiS8n�
vo�un|oor8.(/ocx'Siu�ccno{h/ruquincnncn1s�urciooh���A�800pcc8yinc�u�ca��
claims O[ intellectual property, copyright o« trademark infringement made h«third
o4dicxxAoiOo|()vnncc �
l|� INSURANCE
]].| During the Turn)o[|hiu Agreement, unless u|hurvviObV&rccd to in xTitin�
�v1�c8u[Ior�x:dreprcGenioHeo^lj8exxna|}odiionvncxponxc`nouinkaioiucOeci,
|osurunouuovcruQcv/ith limits not less than those set Ko|th herein,
)l.? User shall furnish Owner's authorized representative within thirty (3,01 days
u��z (�c (,onnncnc�n)�oi [k\c of i�u /\�reuolcn{ wi\� io8UruocC o ' | | un|n
8uccp�8b}c|O ()vvnor`o [>�rcctOrufLaw. The cndorncnoCn\uu�8l] �u �v��cDcc1�o1
i�c policico pnovi�iuQ c0v�rn&c and limits of iuyuruncu aru in fh�� 6orcc un�
l].] User endorsements shall name Owner und8]lo[ its elected nffiCio]w,officers
und onlp�OyuAxntx all � vo�uo|ocrBOooUUi1|on41 insureds. ThcondurScoocnto
shall also contain u provision that the policy cunoO1 he canceled or reduced in
coverage or amount without firS{�iviDA thirty (30) calendar days written notice
Lovv[)inoCinr
5200 VnnuroIAParkvvay
ll.4 @uc�inuuraOcC8�8]�no|linni1orqu��ifv\�cO�[i�&ii0no[wCr8o8Uo)��m/�ur
|�u /\�rccnn�nL 8uxlur x�a�� noi �� rca8oU U[i(s ioC�O3iun Un�or L�cyu pu�icinS
�\.5 4»»inxur8uCoor0|��r]iu�i[itvpro|uu1{onueo���OrDos3oSSo��y(}vvn�c
vv�ic� n)oy �� app�icu��u, y���} �u �ccnlc� |u �� oxucSS inuur8no� on� {]Scr,o
ioSVr�ncminpricn8ryfbru}\purpoyuS�c3V��oUnyoonl�iu1iuQproviSi0nin()S�r`&
pn|ic�cn0ni�uConhUry
1l.6 L)xcr S�u�� �u ��ponuj�}c fhr o�� [/8or uuntDzciom` 0r nu�unntnlCkvs^
}|.7 �ai�Vrcof[]3crU0cnaini@{oSUc�ioGuraon:.or|0ponvi��Suu�Cn�OzuCn�cn�S
|o UvMl�r v/��n �u�, Gha\� �u 8n ov�nt uf�u/�u�i Un�Cr 1�� pnoviSiono o[i�iS
7
f;xhibit ('
11.8 User shall obtain and maintain Commercial General Liability Insurance..
including the 1t61lowing coverages. Product liability hazard of User's
premises /operations (including explosion, collapse and underground coverages);
independent contractors; products and completed operations (extending for one (1)
year after the termination of this Agreement); blanket contractual liability (covering
the liability assumed in this Agreement); personal injury (including death); and
broad ftorm property damage, Such coverage shall provide coverage tier total limits
actually arranged by 1Jser bLGt not less than 1'Wo Million Dollars and No Cents
(USS'2,000,000.00) combined single limit. Should the policy have an aggregate
limit, such aggregate limits should not be less than double the combined single limit
and be specific for this Agreement. Umbrella or Excess liability coverages may
be used to supplement primal °y coverages to meet the required limits. f�,vidence of
such coverage shall be in a form acceptable to Owner's Director of Law.
l 1,q User shall provide Workers' Compensation insurance covering all of` User's
employees in accordance with the laws ofllre state of Ohio.
11.10 User may use an Umbrella or 1xcess liability coverage to net coverage
limits specified in the Agreement. Evidence of l�::xcess Liability shall be in a foz °m
acceptable to Owners Director of Taw,
11.11 The foregoing insurance requirements are not intended to and shall not in
any manner limit or qualify the liabilities and obligations assumed by User under
this Agreement,
l)1'FAUI,'f.
12,1 Unless otherwise specified in this Agreement, Laser shall not be in default
under this Agreement, or in breach of any provision hereofunless and until Owner
shall have given User written nolicc of "a breach and User shall have failed to clue
the same within thirty (30) days after receipt oaf a notice; provided, however °, that
where such breach cannot reas�7n�ibly be cured within such thirty (30) day period,
if Utter shall praceed promptly to cure the same and prosecute such curing with due
diligence, the time for curing such breach shall be extended far a reasonable period
oftimc to complete such curing. Upon the failure by [Jser to timely cure any such
breach after notice thereof from Owner, Owner shall have the right to take such
action as it may determine. in its sole discretion, to be necessary to cure the breach
or terminate this A;�eement or 1�ursue such, other remedies as may be provided at
law or in equitr�.
l?,? Unless otherwise specified in this Agreement, Owner shall not be in default
under this Agreement or in breach of any provision hereof unless and until CJser
shall have given Owner written notice of such breach and Owner shall 11avc failed
to cure the same within thirty (30) days after receipt of` such notice; provided,
however, that where sG,ach breach cannot be reasonably be cured within such thirty
(j0) day period, if O�vner shall proceed promptly to ctue the same and prosecute
such curing vvith due diligence, the time for curing such breach shall be extended
1~;xhihit C'
for a reasonable period of time to complete such curing. Upon the failure by Owner
to timely cure any such breach after notice thereof from 1Jser „User shall have the
right to take such action as it may determine, in its sole discretion, to be necessary
to cuu•e the breach or terminate this Agreement or pursue other remedies as mail
provided at law or in equity.
123 11' User, shall file a petition in bankruptcy or for reorganization or for an
arrangement pursuant to any present or future federal or state bankruptcy law or
under any similar federal or state law, or shall be adjudicated a bankrupt or
insolvent, or shall make a general assignment for the bone lit f;4 creditors, or shall
admit in writing its inability to pay its debls generally as they become due, o�° if`any
involuntary petition proposing the adjudication of lJser, as a bankrupt or its
reorganization under any present or future federal or state bankruptcy law or any
similar federal or state law shall be tiled in any court and such petition shall not be
discharged or denied within ninety (90) days after the fling thereof, or if receiver,
trustee or liquidator of all or substantially all ol'the assets of User shall be appointed
then Owner may, at its sole option, immediately terminate this Agreement,
13.1 Neither Party shall be liable to the other for any failure of performance
under this Agreement due to causes beyond its control (except for the 1'ullillmcnt
oI payment abligati��ns as set forth herein), including, but not limited to; acts of
God, lire, food, earthquake or other catast� °aphes; advc� °se weather condilions;
material or facility shortages or unavailability not resulting from such Party "s
failure to timely place orders therefor; lack of transportation; national emergencies;
insurrections; riots, wars; or strikes, lockouts. wo► °k stoppages or other labor
difficulties (collectively, "Force Majeurc Events "),
l4. ASSlCiNlVif?NT.
14.1 1'his Agreement shall be binding upon and inure to the benefit ofthe Parties
hereto and their respective successors oa° assigns; Provided, however, that no
assignment hereof or sublease, assignment or licensing (hereinafter collectively
refe�7ed to as a " Transfer "} of�any � °fights or iabligatinns hereunder shall be valid for
any purpose without the pruar written consea�t of Owner,
1 �. WA1VlR ()h" TfaI�MS OIL �'ONSf��NT `l�O13Rf�AC1-1,
13.1. No term or provision of this Agreement shall be waived and na breach
excused, �mless such waiver ar consent shall be in writi��g and signed by a duly
authorized officer of the 1'a�ty claimed to have waived or consented to such
breach, Any consent by either Party to, or waiver ol', a breach by the other Party
shall not constitute a waiver of or consent to any subsequent or different breach of
this Agreement by the other Party, such failure to enforce shall not be considered a
consent to or a waiver of said breach or any subsequent breach for any purpose
whatsoever,
9
�6.
.
RELATIONSHIP NOTA PARTNERSHIP OR AN |6.] |llcru�u(iUou�ip�u1p/�tDT1Scran�()vvncrS�u��no{��|�o1ufnxr(nrrSOr
f11 ronc8no1�crun�Dn|�iu�COD�8iva�ini��n/\8rccnncn|S�8U�cjccooc�|8
constitute U partnership, joint venture or agency /\gn:c/ncn{ bc|vveco tile P[u1icy
hereto,
)7. .
17.1 'DiS Agreement iu for the sole hcUelli1 of" tile Parties hereto and their
ou�pcchvcpunn�Uo�ouoccsmor5uo�uxoi�OS.un�x�u}�oo��Ccon8kn��a3�run1�u�
h�hi3 10 �ny pu[aon Ur cr�i{y nt�c� i�un U)c PaMico or �/npOniO& nn c�i�c, Pady
obligations (u any person Ur entity other than uParty,
|8. '
��.� ��Cinn�oo�in��uppc8�n�in{�{S/\Qr��un:o�uo:iDSc�ud[brconveuicnct
1P. .
|P.| &ny*l�UcnoO�ccun�cri��y/\UrocDnco{n�u��C�c8U}���n)nory 'vxnif
Scn< byrcAi8i�rc�0ru�d|�c�nnaiL �uS1uuc p,cpui�. nr h«nu|innuU rcC0 o�z��
ovCrnig[A �c�iv�ry xcrviCc Or �v �uSioni�c in {�o 3��rcux 3puOi��� /u�uv\-o�coS
nihCrvvx�Drovi��� �orini��n/\�nc000uni�
|f\oOncr�
V/�L��opyhJ�
[i1v�Jun8gur
�iiyO[Uu��io
5�0UEDleO/�� Par�v/8y
l0
V11,4i1oo�yk PI,iIip�(. F|ur1u�OUn
One Columbus, 10 West Broad Street
Colunlhuo^()�io432i�
10.7 [�1hcr Party may. h? written notice 10 the other Party, change the nuxnUOr
address nf the person 10 receive notices pursuant i0 this &orcenntoi
��.
SEVERABILITY,
70.\ }n ��� cvcn1 8uy irro)` cov�nuni 0r uun�i\i0o ufi�{3 /\�r�tnnuo1, O� |�u
application of such 1urnn, cuvcn8u1 or rOuditi0n, shall be held invalid as to an}
peryon0rcin:uonSi0�cc�YunyuOuU�uvin�'uriS�ic�oo^a]|Ot�c[icnn3`CUvunuuN
and COndiiiOnaofiliu/\gnucmcUtund1���irupp|iou\ion3�)a�|ou|hC3f��C\c���cr��y,
oouh Iox {�O1 1�c invu|i� |Cnn,
CnvcnmO1 or condition is not separable |rOOn all other ionno` covenants and
2�. .
o1iOum.
22. .
conditions of this Agreement,
COMPLIANCE WITH
�2.| T�/G /\�rcCDocn1 S�8�� �c in|orpru|c� iO occVrduncc vvii� t�u (,�ork:r au�
(,o�if��� (]n]inaouc8 Of1�c [ii? of[)uh]in. u8 u|n�D���, |�u �8vvS 0/i�u 8t81� o[
()�io, un� u|� app�icu��C f��cC� ]8vvo, ru�uo uu� rc�u]o1iuno ux i|`\�i3 /\�rcuDntn\
vmr�cxeCuic�uUdp�z{�n0C�v/�o�}yvvi1��ni�u��o1c0[0�io.7�ocun��u|n[|Uv/
pnnYi8iouu u�D�� �u invo�o� uo uu 10 uSo i�o �mv/u ofun7 o{�Cr 'urix�iuiiOo. T�u
�xCluSivcvcnuC�hru�� CuocS0r��upuicno:�oi��1oorari3ioQnut0f\��S/\�r�C/nCn1
u�u|| �c���xiu1o8n� fc�Cr�} couduinPran���n[.Ounty,()�iU
Zl.| Each Puhy h
2].
urc10 W�zcox 1�81 i1 u�]� Dcd�nn fio r�op�uiiv� �&�1S an�
0h�i '0oo�cn:uu�cr�naccOu]8nccv�1nall applicable l8vvs,ru]Caand rc8ul
2�l T��x/\��monncui ioc�m]in�uny �x�i�{\a|�|c�m� hcruin, 8]} c0oS1�uiCt�u
cn1�� m8rcocucot �ui*�uo �hn naM�oa xi1� rrnpcci 0o |hc au���o1 onui�)r. l`�io
GOVERNING LAW AND
A �rovcd As To Form;
I,aw Director, City of Dublin, Ohio.
Iry;�;hibit ('
11SI;I�:
Dublin City Sohoal District [�oard oI' I;du�ation
13y
Its
City of 1)ub(in, Ohio
an Ohio nluniripa! �orpor�tion,
�i��� Dana McI)anie!
MINLID
Its: C "its =er
Exhibit A
IlubLink FibCr l�outc
l2
Bzhibit C
ie
shlam
Nlh
idf PmnY
rc
a
Rtl �� HBfE Atl
Adypy AOjgygy
d
hi
E�rlults
FIBER SY9TEM SPECIFICATIONS
1. General
r
7'
CDVRIy LinPRy.
WedarNY
w E WaiatA
I/1
Owner shal
aecordanec with k, criteria and )PU11101011S that 10110WS' Owner will
fl
endeavor to keep the number of splices in a span to a minimum.
Ll F
fiberS )ec�ifications
Owner will 1 the optical 7 1
A Q; I Mode Ui;k
Ilarammor
Iera dispersion waveletlgtll 13010.1320 m11
I °�tltibit C
��rhibit C
MAINTENANCE AND REPAIR
(; "har�r��s �i��r I,ii�ie a�1d �1%latcrial Servicr�
Owner or Owner's agent may perform maintenance service at the rates established below,
Mich rates are subject to change• [lnless speeilically authorized by CJSer, «�� Sc1leduled
Maintettanee tivill be performed outside oinormal working hn�u�s. detailed belo�ti -.
Nor�r�al Workiti 1 1i0111'S;
Monday through Friday
(l�xcept Owner observed holiday).
Expenses Incurred per call out;
Overtime flours;
i.01 p•N71• to 7;59 a.m., Saturday, Sunday,
and all Owner observed holidays,
Labor hates
New Pouriv (fate
New U'1 °Rate
l'rqieef Manager
� I0152
�
158,71
Engll1eel'
S
$
20.95
jPr(lf'eSSl�J11al
Right �J1'Wr�) f'��jeiit
GgGg,,g(�
S UV,.iO
9.4G
Dubber Wire Hoe
Supervisor
S 65.20
I�odOer
�
foreman
S 50.44
$
?9,;9
Operator
$ 42,99
Light Plant
Truck Driver
S 35,54
Arrow (i(lard
�
Laborer
S 1-9.61
$
4S9i
RCr)D
$ 115 (In
6.76
Cable Cart
FA W meat Rates
New ttourl�l�ate
�
Pick Up
$
16,80
2 -ton
$
20.95
'Frailer
�
9.4G
Dubber Wire Hoe
�
:?2,43
I�odOer
�
29.39
I�inch'hruck
$
?9,;9
Light Plant
$
20.81
Arrow (i(lard
�
12. l �
� "' water pump
$
6.76
(generator
S
6.76
Cable Cart
$
9,40
MH f'ackare
�
19.60
lacatin Crew' Lute
foreman � Sr),44
Truck � �6,g9
Total $ 67.32
1S