Resolution 035-18RECORD OF RESOLUTIONS
Dayton Legal Blank, Inc., Form No. 30045
Resolution No. 35-18 Passed
A RESOLUTION AUTHORIZING THE CIN MANAGER TO EXECUTE A
LEASE AGREEMENT WITH AIR FORCE ONE, INC. FOR APPROXIMATELY
1800 SQUARE FEET AT 5800 SHIER RINGS ROAD.
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WHEREAS, Landlord owns 6.25 acres, more or less, improved with a 33,615 square foot
office building C'Building'� consisting of 26,230 square feet of office space, 7,385 square
feet of warehouse, and adjacent surface parking to the south commonly known as the
City of Dublin Department of Development with an address of 5800 Shier Rings Road,
Dublin, Ohio 43016 (the "City Property'; and
WHEREAS, Tenant owns a parcel adjacent to the City Property and desires to lease from
Landlord and Landlord desires to lease to Tenant 1,800 square feet of space (formerly a
portion of the City of Dublin's warehouse facilities) (the "Premises', as depicted in the
attached Exhibit "B," located within the City Property; and
WHEREAS, the parties desire to enter into a lease agreement.
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 all necessary
documentation, including but not limited to, the lease agreement with Air Force One, Inc.
in substantially the same form as the one attached hereto as Exhibit "A", with changes
not inconsistent with this Resolution, 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 off=icials, and their character as not being substantially adverse to the City, shall
be evidenced conclusively by their execution thereof.
Section 2. This Resolutio effective upon passage in accordance with Section 4.04(a)
of the evised Charter.
Pa e this 2ki d of 12018.
Mayor — Pre�ioing (DPFcer
ST:
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Clerk of Council
Office of the City Manager
5200 Emerald Parkway •Dublin, OH 43017
Cityof Dublin Phone: 614.410.4400,o Fax: 614.410.4490
To: Members of Dublin City Council
From: Dana L. McDaniel, City Mana�q�r��
Date: June 28, 2018
Initiated By: Donna Goss, Director of Development
Memo
Re: RESOLUTION 35-18 - AGREEMENT TO LEASE A PORTION OF
CITY PROPERTY LOCATED AT 5800 SHIER RINGS ROAD TO AIR
FORCE ONE, INC.
Background
Founded in 1984 by Dublin native Bill Guy, Air Force One specializes in building automation and
temperature control, with capabilities ranging from heating and air conditioning to engineering,
refrigeration piping, water treatment and project services. The company has received numerous
awards and recognitions that most recently include: "2015 HVAC Commercial Contractor of the
Year" by Contracting Business; "2016 America's Best Small Companies" by Forbes; and "2018 Top
Workplaces" by Columbus CEO Magazine.
As the company continues to expand their services across the nation, they have experienced a
shortage of both storage and office space at their current facility located on Shier Rings Road,
directly adjacent to City -owned property. In an effort to retain this Dublin -based company and
continue to support their growth, the City proposes to lease approximately 1,800 square feet of
warehouse space and adjacent parking lot and yard storage space at 5800 Shier Rings Road.
spaces
Memo re: Res. 35'18 ' LeaseAgreement— 5800 Shier Rings Road
June 28,2O18
Page 2 of 4
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Memo re: Res. 35-18 - Lease Agreement -- 5800 Shier Rings Road
June 28, 2018
Page 3 of 4
Interior Spaces,
Approximately 1,800 sq. ft. of unimproved warehouse space on the west end of the first
floor
Exterior Space:,
& Lessee will be assigned exterior storage and loading area near the dumpsters.
Lessee agrees to pay for City -approved signage to designate accessible areas.
Lessee will pay for the removal of the existing fence in 2 sections to enable Lessee's
associates to walk between the property and for vehicles to drive through in the larger of
the two sections. Lessee will pay for gravel and grading to connect the two asphalt
driveways.
Term :
24 months with a month-to-month option thereafter not to exceed a maximum of 36
months in total.
Rent,:
include both internal and external space.
Use :
The entire building is a smoke-free facility and tobacco smokers use maintain a distance
of at least 50 feet from any entrance to the building.
Parking and common use:
In addition to loading area for staging purposes, Lessee shall be designated 13 parking
spaces on the western -most row of the fenced in lot
Repair and maintenance:
Lessor will pay for maintenance and repairs on HVAC, plumbing, water leaks, etc.
Lessee is responsible for general janitorial services and day-to-day maintenance of the
Premises.
Memo re: Res. 35-18 - Lease Agreement — 5800 Shier in Road
June 28, 2018
Page 4 of 4
Utilities:
Lessor all provide gas, water and electric to the Premises,. which cost is included within
the rent. Lessee shall pay for its own telephone, cable and/or internet service.
Staff recommends approval of Resolution 35-18, authorizing the City Manager to execute a lease
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, greement with Air Force One, Inc. for approximately 1800 square feet at 5800 Shier Rings Road-.
EXHIBIT A
COMMERCIAL LEASE
THIS COMMERCIAL LEASE ("Lease") is entered into effect on the day of
, 2018 (the "Effective Date"), by and between CITY of DUBLIN, Ohio, an Ohio
municipal corporation, with offices at its City Hall, 5200 Emerald Parkway, Dublin, Ohio 43017
("Landlord"), and AIR FORCE ONE, INC., an Ohio for profit corporation, whose address is 5810
Shier Rings Road, Dublin, OH 43016 ("Tenant") (Landlord and Tenant maybe referred to jointly
as "Parties" or singularly "Party")
BACKGROUND INFORMATION
WHEREAS, Landlord owns 6.25 acres, more or less, improved with a 33,615 square foot
office building ("Building") consisting of 26,230 square feet of office space, 7,385 square feet of
warehouse, and adjacent surface parking to the south commonly known as the City of Dublin
Department of Development with an address of 5800 Shier Rings Road, Dublin, Ohio 43016 (the
"City Property"); and
WHEREAS, Tenant owns a parcel adjacent to the City Property and desires to lease from
Landlord and Landlord desires to lease to Tenant 1,800 square feet of space (formerly a portion of
the City of Dublin's warehouse facilities) (the "Premises"), as depicted in the attached Exhibit A
located within the City Property.
STATEMENT OF AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Landlord and Tenant covenant, agree and obligate themselves
to the foregoing Background Information and as follows:
LF A SF.
1. LEASE AND DESCRIPTION OF LEASED PREMISES AND SPACE. Landlord
leases to Tenant, and Tenant leases from Landlord, the Premises located within the City Property.
The Premises shall also include nonexclusive use of the parking area, currently containing 13
designated parking spaces and shared yard space as detailed on Exhibit A, located on the west side
of the Premises and access and use of restroom facilities satisfactory to Tenant.
2. CONSTRUCTION. Tenant agrees, at its sole cost and expense, to remove two sections
of chain linked fence and add two man -gates as depicted on Exhibit B to enable Tenant's access
the Property via its adjacent property to the west. In the event that Tenant's use of the Premises
requires extending and/or adding power lines, phone lines, or any other lines or cables used for
purposes of communication, transmitting of data or utilities, or any other initial work or
construction, Tenant will conform to such reasonable requirements as Landlord, in its reasonable
discretion, may deem desirable including, without limitations, the hiring of reputable contractors
approved by Landlord, the submission of drawings, plans, and specifications for Landlord's
written approval, the obtainment of necessary permits and requirements as to the manner in which
and the time or times at which such initial work or construction shall be done ("Tenant's Work").
Except as expressly described to the contrary herein, once Landlord consents to such work or
construction, the entire cost and expense thereof will be timely paid by Tenant upon demand.
Tenant also agrees that any work to be done by Tenant or any of its contractors or agents shall
comply with any and all applicable codes and other laws, rules or regulations pertaining to the
work or any portion of it.
Landlord and Tenant agree that Landlord, at its sole expense and prior to December 31,
2018, will separate the Premises from the Building as required by the State of Ohio building and
fire code and reasonably agreed to by the Parties; and in the calendar year of 2018 replace the roof
of the Building ("Landlord's Work").
3. ACCEPTANCE OF PREMISES. The Premises is accepted by Tenant in its "as is"
condition and configuration. Landlord has agreed to complete the Landlord's Work per date
certain as set forth in Section 2 above.
4. TERMS.
a. Initial Term. The Initial Term shall commence on the Rent Commencement Date,
which is the date of the execution of this Agreement. Notwithstanding the foregoing,
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this Lease shall be effective as a contract between the Parties as of the Effective Date,
with the term hereof commencing upon the Rent Commencement Date and expiring on
the last day of the calendar month in which the 1" anniversary of the Rent
Commencement Date occurs, unless sooner terminated as herein provided or extended
by Landlord and Tenant as they shall mutually agree. Notwithstanding the Rent
Commencement Date, Tenant shall have the right to access the Premises fifteen (15)
days prior to Rent Commencement Date or following the Substantial Completion of
the Landlord's Work in order to commence the Tenant Work, whichever is earlier.
b. Renewal Terms. Tenant shall have the option to extend the term of this Lease for two
(2) successive additional periods of one (1) year (the "Renewal Terms"), provided that
Tenant is not in default under any of the provisions of this Lease at such time, and that
at least sixty (60) days prior to the expiration of the then current Term, Tenant gives
written notice to Landlord of its intent to exercise the option to renew. The renewal of
this Lease shall not be deemed to correct or remove the need to correct any default
hereunder, and such renewal shall not affect in any way the right of either Party under
this Lease to exercise any of such Party's rights hereunder. The second renewal term is
the final term ("Final Term").
5. RENT.
a. AnnualRent Rent underthis Lease shall be $900 per month (based on $6.00 per usable
square feet) for the Initial and Renewal Terms of the Lease (the "Monthly Rent"). The
first payment of Monthly Rent is due on the Rent Commencement Date, and successive
payments according to the schedule are due and payable on the first day of each
succeeding calendar month during the Term. All payments under this Lease shall be
made in full and without right of offset or deduction of any kind. The first payment of
Monthly Rent shall be prorated if a partial month. If not paid by the tenth of the month,
the rent payment shall bear interest at 10% per annum. If not paid within 30 days of the
date due, after written notice from Landlord to Tenant, Tenant shall be in breach of the
terms of the Lease. The amounts payable by Tenant to Landlord shall be treated entirely
as rent.
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b. Security Deposit Upon or prior to the execution of this Lease, Tenant shall pay to
Landlord an amount of money equal to one (1) monthly installment of Rent, which
shall be retained by Landlord during the Term as a security deposit to ensure Tenant's
faithful performance of Tenant's obligations under this Lease, and not to be used as a
substitute for or in lieu of any rent payment, or other payment of obligation due from
Tenant to Landlord pursuant to the terms of this Lease. Landlord is not obligated to
applythe security deposit on rents or other charges in arrears or to damages for Tenant's
failure to perform pursuant to the terms of this Lease. However, if Tenant is in default,
Landlord may so apply the deposit at Landlord's option, and Landlord's right to
possession of the Premises for nonpayment of rent or for any other reasons shall not in
any event be affected by reason of the fact that Landlord holds this security deposit.
The security deposit, if not applied toward payment of arrearage or damages as herein
provided, is to be returned to Tenant when this Lease is terminated, not more than ten
(10) days after Tenant has vacated the Premises and delivered possession back to
Landlord. If Landlord repossesses the Premises because of Tenant's default or breach,
Landlord may apply the security deposit to all damages suffered to the date of
repossession and may retain the remainder to apply on any damages as may be suffered
thereafter by reason of default or breach. Landlord may, by transfer of the security
deposit to the purchaser of the underlying fee interest in the event that such interest is
sold or otherwise transferred, and upon such purchaser's assumption in writing of
Landlord's obligations under this Lease, be discharged from further liability in
reference to the security deposit and this Lease.
6. OPTION TO LEASE ADDITIONAL SPACE. At the Landlord's option, Landlord may
offer additional space for lease in the Building to the Tenant as it becomes available and
at a mutually agreeable price. Except as otherwise provided in writing by the Parties, the
terms of this Agreement shall apply to any additional leased space.
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7. USE OF PREMISES.
a. The Tenant shall use the Premises for commercially reasonable warehouse uses and no
other purpose, except with the express prior written consent of the Landlord, between
the hours of 6:30 a. m. and 5:30 p.m., Monday through Sunday.
A The Tenant shall not permit any business to be operated in or from the Premises by a
concessionaire or licensee.
c. The use by the Tenant of the Premises shall be in a lawful, careful, safe and proper
manner, and the Tenant shall not permit the same to be used for any unlawful purpose,
nor commit nor suffer any waste, and not use the same in violation of any provision of
this Lease. The Tenant will carefully preserve, protect, control and guard the Premises
from damage, and will not keep or use any article that may be prohibited by the standard
form of fire insurance policy. Tenant agrees that it shall not use, or permit the use of, or
store any toxic or hazardous material on the Premises.
8. COMMON USE AREAS. All automobile driving lanes, areas, driveways, entrances and
exits thereto, and other facilities furnished by the Landlord, including pedestrian sidewalks and
ramps, landscaped areas, stairways, and other areas and improvements provided by the Landlord
for the general use, in common, of Tenant, its officers, agents, employees, and customers of which
the Premises is a part, including common entryways, hallways, and stairways, shall at all times be
subject to the exclusive control and management of the Landlord, for those areas and facilities
owned exclusively by it, and for all other common areas and facilities, and the Landlord shall have
the right, from time to time to establish, modify, and enforce reasonable rules and regulations with
respect to all such facilities and areas. The Landlord shall have the right, but not the obligation, to
construct, maintain and operate lighting facilities on all said areas and improvements and supervise
the same; from time to time to make reasonable changes in the areas, level location and
arrangement of parking areas and other facilities hereinabove referred to. The Landlord will
operate and maintain the common areas and facilities referred to above in a state of good repair.
Without limiting the scope of such discretion, the Landlord shall have the full right and authority
to employ all personnel and to make all rules and regulations pertaining to and necessary for the
proper operation and maintenance of the common areas and facilities.
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All common areas and facilities not within the Premises which the Tenant may be permitted
to use and occupy, are to be used and occupied under a revocable license, and if the amount of
such areas be diminished, the Landlord shall not be subject to any liability or abatement of rent,
nor shall such diminution of such areas constitute an act of constructive or actual eviction,
provided, however, that the ability of the Tenant and its employees, agents, guests, licensees and
invitees to access the Premises shall not be unreasonably barred or limited.
The Landlord shall keep the structure of the Building containing the Premises, the utilities
serving the Building, and the common areas and facilities for which it is responsible in areasonable
state of repair and remove snow, ice and debris (subject to reasonable response in the event of
adverse weather conditions) from driving lanes, parking areas, and walkways, and maintain such
lighting facilities for the common areas as installed as of the Rent Commencement Date of this
Lease.
9. ALTERATIONS. Tenant shall make no additions, changes, alterations or other
improvements (the "Work") to the Premises or to any electrical or mechanical facilities, equipment
or systems pertaining to the Premises without the prior written consent of Landlord which shall
not be unreasonably withheld, delayed or conditioned. Landlord may impose as a condition of such
consent such reasonable requirements as Landlord, in its sole discretion, may deem desirable
including, without limitations, the submission of drawings, plans, and specifications for
Landlord's written approval, the obtainment of necessary permits, the posting of bonds, and
requirements as to the manner in which and the time or times at which such Work shall be done.
In no event shall any work affect the structure of the Building or its exterior appearance.
If Landlord consents to Work by Tenant, all work will be performed by a contractor
reasonably approved in writing by Landlord. Tenant shall hold Landlord harmless of and from any
cost or liability with respect to, and shall keep the Premises, Building and Property free from, any
mechanics, materialmen or similar liens placed upon the Landlord. Once Tenant takes possession
of the Premises and thereafter, Tenant must provide notice at least thirty (30) business days prior
to the commencement of any such Work on the Premises to afford Landlord the opportunity of
posting appropriate notices of non -responsibility. Prior to the commencement of any such Work,
Tenant shall provide evidence to Landlord that appropriate insurance reasonably satisfactory to
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Landlord has been obtained by Tenant and contractors for the protection of Landlord, including
naming Landlord as an additional insured, and also insuring Landlord's employees and invitees
from damage or injury resulting from the Work. All such work shall become the property of the
Landlord and shall be surrendered with the Premises, as a part thereof, at the termination of the
Lease, whether by lapse of the term, termination or default or otherwise, without compensation,
credit or set off to Tenant, except that Landlord may require Tenant to remove all or part of any
such work performed without Landlord's consent and to repair any damage to the Premises caused
by such removal and to restore the Premises to the condition without such unapproved work, all at
Tenant's expense.
10. SIGNAGE. Tenant may install signage at Tenant's expense, including advertisement of
its business name, designation of exclusive parking areas or security -related signage or warnings
as Tenant deems necessary. Landlord shall cooperate with Tenant in obtaining all necessary
governmental approvals in connection with such signage.
11. REPAIR AND MAINTENANCE. The Tenant shall keep the interior of the Premises and
all fixtures, equipment, and other appurtenances situated within the Premises in as good repair as
the same are at the commencement of the term of this Lease, ordinary wear and tear excepted. The
Tenant shall also pay for all repairs to the Premises and the Building caused by its own negligence,
or the negligence of its employees, agents, guests, licensees and invitees that are not covered by
fire and extended coverage insurance maintained with respect to the building of which the
Premises are a part.
The Landlord, at the Landlord's expense, shall make all other repairs and replacements,
structural and otherwise, necessary to keep in good order and repair the exterior of the Building
and the common areas of the Building. The Landlord shall also keep in good repair and order any
and all equipment necessary for the supply of water, heat, electricity, and air conditioning to the
Premises. The Tenant shall give the Landlord or the Landlord's agent prompt written notice of any
defects or necessary maintenance which may come to its attention. The Landlord shall clean all
outer window glass.
The Tenant, at its expense, shall
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1. Provide normal interior janitorial service;
2. Clean interior window glass and all interior partition glass; and
3. Clean, maintain, and replace interior light fixtures and bulbs.
12. TAXES AND ASSESSMENTS. Landlord and Tenant acknowledge the Property has tax
exempt status. Should this Lease cause the County to reevaluate such status, Tenant agrees it shall
pay and discharge prior to delinquency all ad valorem real estate taxes and assessments against the
Property. Tenant shall upon request provide Landlord with satisfactory evidence of such payment.
13. UTILITIES. The Landlord shall provide gas, water and electric to Premises, which cost
is included within the Monthly Rent. Tenant shall pay for its own telephone, cable and/or internet
provider(s).
14. INSURANCE. Subject to the final sentence hereof, Tenant will indemnify, defend and
hold the Landlord harmless against any and all claims, lawsuits, judgments, damages and
reasonable attorney fees incurred by Landlord, for loss, damage, injury and/or occupancy of the
Premises resulting from any injury to person or property or from loss of life in or about the
Premises, except if caused by the negligence of Landlord or any of Landlord's officers, employees,
agents or representatives acting on behalf of Landlord. Tenant agrees to carry, at its own expense
through the terms of this Lease, public liability insurance covering the Premises, and Tenant's use
thereof with the minimum of Five Hundred Thousand Dollars ($500,000) on account of bodily
injury to or death of one (1) person and One Million Dollars ($1,000,000) on account of bodily
injury to or death of more than one (1) person as a result of any one (1) accident or disaster, and
with One Hundred Thousand Dollars ($100,000) coverage for property damage. Tenant shall
deliver a certificate of such insurance to Landlord and protect Landlord, the owner of the property
and Tenant, as their interests may appear, which certificate will contain an endorsement stating
that the insurer agrees to notify Landlord not less than ten (10) days in advance of modification or
cancellation of Tenant's insurance coverage. Tenant shall be solely responsible for insuring the
contents of the Premises and for the loss and damage to Tenant's personal property located therein,
and Landlord shall not be liable for any loss, casualty, or damage to such contents and equipment
for any reason.
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15. ASSIGNMENTS. Tenant shall have the right to assignor sublet this Lease or any interest
therein, to an entity controlled by Tenant or any member or affiliate of Tenant, or pursuant to any
reorganization or merger of Tenant, without prior approval of Landlord, but Tenant shall provide
Landlord prior notice of such assignment or subletting. Tenant shall not assign this Lease or
sublease the Premises, or any part of it, or any right or privilege connected with it, to any other
person or entity without first obtaining Landlord's written consent, which may be withheld in
Landlord's sole discretion.
16. DAMAGE. In the event the Premises, Building and the Property or any part thereof
becomes damaged or destroyed by fire or other casualty from any cause so as to render the
Premises unfit for use and occupancy by Tenant, a just and proportionate part of the Monthly Rent
according to the nature and extent of the damage or injury to the Premises, shall be suspended or
abated until the Premises has been put in as good condition for use and occupancy as at the time
immediately prior to such damage or destruction. Landlord shall proceed, at its expense and as
expeditiously as may be practicable, to repair the damage unless, because of the substantial extent
of the damage or destruction or the unavailability of insurance proceeds, Landlord should decide
not to repair or restore the Premises, in which event and at Tenant's sole option, Tenant may
terminate this Lease forthwith by giving Landlord a written notice of its intention to terminate.
Landlord shall not be obligated to repair, restore or replace any fixture, improvement, alteration,
furniture or other property owned, installed or made by Tenant, all of which shall be repaired,
restored or replaced by Tenant, at its election.
17. CONDEMNATION. If the entire Premises, or such portion of it as will make the
remainder unsuitable for the use permitted by this Lease as reasonably determined by Tenant, is
condemned by any legally constituted authority, or if a conveyance or other acquisition in lieu of
such condemnation is made, then this Lease may be terminated by either Party upon written notice
to the other and such termination shall be effective as of the date such taking becomes effective.
If a portion of the Premises is condemned, but the remainder is still suitable for the use permitted
by this Lease as reasonably determined by Tenant, this Lease shall not terminate, but a portion of
the rent for the remainder of the Term shall be abated in proportion to the value of Premises taken
which is actually and regularly used by Tenant in the operation of Tenant's business at the time
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Tenant first receives Notice of any such condemnation action. All compensation paid in
connection with the condemnation shall otherwise belong to, and be the sole property of, Landlord.
18. LANDLORD'S ENTRY FOR INSPECTION. Landlord reserves the right, and Tenant
agrees to permit Landlord, Landlord's employees, agents, and contractors, to enter the Premises at
reasonable times, during normal business hours, and upon reasonable notice for the purposes of
conducting inspections, making any repairs that Landlord is permitted to make hereunder, or taking
necessary action in the event of an emergency. Tenant shall have the right to be present and observe
during any such inspections.
19. EVENTS OF DEFAULT.
a. Default by Tenant Each of the following shall constitute an event of default (an "Event
of Default") by Tenant and a material breach of this Lease: The failure to pay when due
any Monthly Rent, which failure continues for a period of 30 days following Notice by
Landlord to Tenant; or
A Any failure to perform or observe any material term or agreement in this Lease, which
failure of performance or observance continues for a period of 30 days after Notice is
given to Tenant, provided, however, that if the nature of Tenant's obligation is such that
more than 30 days are required for performance, then Tenant shall not be in default if
Tenant commences performance within such 30 day period, provides Notice of same to
Landlord, and then diligently prosecutes the same to completion. For purposes of the
application of this section, amaterial term or agreement shall be one that Tenant's failure
to perform or observe causes substantial harm to Landlord.
20. Default by Landlord Landlord shall not be in default unless Landlord fails to perform
obligations required of Landlord within a reasonable time, but in no event longer than 30
days after Notice is given by Tenant to Landlord specifying the nature of the failure to
perform an obligation; provided, however, that if the nature of Landlord's obligation is
such that more than 30 days are required for performance, then Landlord shall not be in
default if Landlord commences performance within such 30 day period, provides Notice
of same to Tenant, and then diligently prosecutes the same to completion.
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21. TIME; WAIVER. Time is of the essence in respect to all the undertakings and covenants
of either Landlord or Tenant in this Lease. Neither an isolated waiver, nor a series of waivers, of
any covenant, agreement, or condition shall constitute a waiver by either Party of any obligation
or covenant under this Lease subsequently to be performed.
22. REMEDIES.
a. Landlord's Remedies. Upon the occurrence of an Event of Default by Tenant, Landlord
shall have rights and remedies provided by law or in equity plus the following remedies
in addition to all other
i. Re-entry. Landlord, through the process of law, may re-enter the
Premises immediately and remove all of Tenant's personal property
from it; provided, however, that any retaking or possession by Landlord
shall be without prejudice to the rights and remedies of the Landlord to
recover for any damages sustained by reason of Tenant's failure to
properly perform under the terms and conditions of this Lease.
ii. Termination. After re-entry, Landlord may terminate this Lease by
giving at least 30 days' prior Notice of such termination to Tenant.
Reentry only, without Notice of termination, shall not terminate this
Lease.
iii. Reletting Premises. After re-entry, Landlord may relet the Premises or
any part of it, for any terms, upon termination this Lease, at such rent
and on such terms as Landlord may choose.
iv. Remaining Rent. Demand for payment of any Monthly Rent that
would have been due and payable during the Term and any damages
payable by Tenant upon termination of this Lease shall not exceed 12
months of the current Monthly Rent payment.
v. Rights and Remedies Cumulative. The rights and remedies provided
by this Lease are cumulative, and the use of any one right or remedy
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shall not preclude or waive a Party's right to use any or all other
remedies under this Lease.
23. HAZARDOUS MATERIALS. To the best of Landlord's knowledge, Landlord
represents and warrants to Tenant that the Property (i) does not contain any materials classified as
Hazardous Materials under applicable environmental laws and requirements of governmental
authorities with competent jurisdiction and (ii) is in compliance with applicable Environmental
Laws and requirements of governmental authorities with competent jurisdiction. The term
"Hazardous Materials" as used in this Lease shall mean any hazardous or toxic substance, material,
or waste in any concentration that is or becomes regulated by the United States of America, the
State of Ohio, or any local governmental authority having jurisdiction over the Building, and shall
include without limitation any substance which is defined as "Hazardous Substance," "Hazardous
Waste," or "Extremely Hazardous Substance" or as a pollutant, contaminant, hazardous substance
or material pursuant to any federal, state or local environmental law or regulation, petroleum,
petroleum products or petroleum by-products, pesticides, solvents, asbestos or asbestos containing
materials in any form or condition ("ACM's') and polychlorinated biphenyls ("PCB's') and
substances or compounds containing ACM's or PCB's.
24. BROKERS. Each Party represents and warrants that they have not dealt with any real
estate broker or realtor in connection with the lease of the Premises and that no realtor's or finder's
fees, brokerage commissions, or other forms of compensation are due to any realtor or broker in
connection with this transaction
25. GOVERNING LAW. This Lease is being executed and delivered in the State of Ohio
and shall be construed and enforced in accordance with the laws of the State of Ohio. For all
litigation, disputes and controversies which may arise out of or in connection with this Lease, the
undersigned hereby waive the right to trial by jury and consent to the jurisdiction of the courts in
the State of Ohio.
26. ENTIRE LEASE. This Lease constitutes the entire contract between the Parties hereto,
and may not be modified except by an instrument in writing signed by the Parties hereto, and
supersedes all previous agreements, written or oral, if any, of the Parties.
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27. TIME OF ESSENCE. Time is of the essence of this Lease in all respects.
28. WAIVER. No waiver of any of the provisions of this Lease shall be deemed, nor shall the
same constitute a waiver of any other provision, whether or not similar, nor shall any such waiver
constitute a continuing waiver. No waiver shall be binding, unless executed, in writing, by the
Party making the waiver.
29. HEADINGS. The section headings contained in this Lease are for convenience only and
shall not be considered for any purpose in construing this Lease. As used in this Lease, the
masculine, feminine and neutral genders, and the singular and plural numbers shall be each deemed
to include the other whenever the context so requires.
30. SURVIVAL. The terms and provisions of this Lease shall survive the delivery of the deed
of conveyance hereunder.
31. COUNTERPARTS. This Lease may be executed in one or more counterparts all of which
will be considered one and the same agreement, binding on all Parties, notwithstanding that all
Parties are not signatories to the same counterpart.
32. DAY FOR PERFORMANCE. Wherever there is a day or time period established for
performance and such day or the expiration of such time period is a Saturday, Sunday or legal holiday,
then such time for performance shall be automatically extended to the next business day.
33. SEVERABILITY. If any provision of this Lease, or any covenant, obligation or agreement
contained herein is determined by a court to be invalid or unenforceable, that determination shall not
affect any other provision, covenant, obligation or agreement, each of which shall be construed and
enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or
unenforceability shall not affect any valid and enforceable application thereof, and each such
provision, covenant, obligation or agreement shall be deemed to be effective, operative, made, entered
into or taken in the manner and to the full extent permitted by law.
34. SURRENDER. Upon the expiration or earlier termination of this Lease, Tenant shall
surrender possession of the Premises to Landlord, free of any liens or encumbrances created by
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Tenant. Title to all improvements or fixtures existing on the Premises as of the date of surrender
shall vest in Landlord.
35. NOTICE.
a. Written Notice. Any notice, designation, consent, approval, offer, acceptance,
statement, request, or other communication required or allowed under this Lease (each
a "Notice") shall be in writing. Any action required under this Lease that is a term
within the definition of "Notice" also shall be in writing to each Party's current business
address.
A Manner of Giving Notice. Notice shall be deemed given when:
i. The Notice is mailed to the Party to be notified by means of certified or
registered U.S. mail, return receipt requested, postage prepaid;
ii. The Notice is sent to the Party to be notified by express courier such as
"Federal Express", or such other similar carrier guaranteeing next day
delivery. Refusal by a Party to accept a Notice shall not affect the giving
of the Notice.
36. BINDING EFFECT. This Lease and the covenants and conditions of it, shall apply to,
and be binding upon, the Parties and their respective heirs, successors, assign, and legal
representatives.
37. TOTAL LEASE; AMENDMENT. This Lease represents the entire agreement of the
Parties and supersedes all their prior negotiations and agreements pertaining to the lease or use of
the Premises and sale of the City Property. This Lease may only be amended in a writing signed
by the Parties.
38. RULE OF CONSTRUCTION. The judicial rule of construction requiring or allowing a
document to be construed to the detriment or against the interests of the document's maker or
drafter shall not apply to this Lease.
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39. COMPUTATION OF TIME. In computing a time period prescribed in this Lease, the
day of the act or event shall not be counted. All subsequent days, including intervening weekend
days and holidays, shall be counted in the period. The last day of the period so computed is to be
included unless it is a weekend day or a legal holiday under Ohio law, in which case the period is
to be extended to the neat day that is not a weekend day or legal holiday.
40. REVIEW BY COUNSEL. Each Party has had the opportunity to have this Lease
reviewed by independent counsel before signing it.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties have set their hands as of the day and year first
above written.
Approval as to form:
Jennifer D. Readler, Law Director
"LANDLORD"
CITY OF DUBLIN
ME
Dana L. McDaniel, City Manager
"TENANT"
AIR FORCE ONE, INC
By:
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