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Resolution 060-18RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Resolution No. _ 60-18 Passed A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A TRIPLE NET COMMERCIAL LEASE AGREEMENT FOR A PRIMARY TERM OF FIVE YEARS WITH GTN CORPORATION FOR THE DUBLIN VILLAGE TAVERN PROPERTY LOCATED AT 27-29 SOUTH HIGH STREET WHEREAS, the City of Dublin ("Landlord's and GTN Corporation C'Tenant'� are parties to a Lease dated October 19, 1998, as amended by Amendment No. 1 dated April 1, 2004; as amended by Amendment No. 2 dated November 21, 2006; and as amended by Amendment No. 3 dated April 3, 2014 (together, "the Lease') for the premises commonly known as 27-29 South High Street, Dublin, Ohio 43017 (the "Premises', as more particularly described in the Lease; and WHEREAS, the term of the Lease for the Premises expires on February 28, 2019, and Landlord and Tenant have agreed to extend the term of the Lease for an additional primary period of five years with additional renewal options, and to otherwise enter into a new lease agreement as more particularly set forth in the Triple Net Commercial Lease Agreement attached hereto as Exhibit A; and WHEREAS, the parties desire to enter into this Triple Net Commercial Lease Agreement. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, Delaware, Franklin, and Union Counties, State of Ohio, f 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 Triple Net Commercial Lease Agreement with GTN Corporation 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 officials, and their character as not being substantially adverse to the City, shall be evidenced conclusively by their execution thereof. Section 2. This Resolution 's effective upon passage in accordance with Sectioyf 4.O4(a) of the Revise Charter. Pas e this ay h�t�%: / 2018. Mayor — Prgsidinj/Officer ATTEST: Clerk of Council Form 6301 Office of the City Manager 5200 Prkway*City of Dublin Phone: 614-1410.4 0 • Fax:hlin614--410-4490 43017-1090 To: Members of Dublin City Council From: Dana L. McDaniel, City Manager Date: September 20, 2018 Initiated By: Terry Foegler, Director of Strategic Initiatives/Special Projects Philip K. Hartmann, Assistant Law Director Memo Re: Resolution No. 60-18 - A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A TRIPLE NET COMMERCIAL LEASE AGREEMENT FOR A PRIMARY TERM OF FIVE YEARS WITH GTN CORPORATION FOR THE DUBLIN VILLAGE TAVERN PROPERTY LOCATED AT 27-29 SOUTH HIGH STREET Background 27 South High Street The City of Dublin (the "City') purchased 25, 26, and 27-29 South High Street in 1988 for $190,000. The 27-29 South High Street property (the "Property') was first leased to Dublin Art and Glass, but since 1999, the City has leased the Property to GTN Corporation ('GTN'), whose President is Timothy Picciano. GTN initially renovated and later expanded the existing building at this location, and has operated the Property as a restaurant known as The Dublin Village Tavern. The initial lease entered into between the City and GTN established a 5 -year term, with two additional 5 -year lease option periods (for a total of 15 years of lease rights). The lease was subsequently amended to add one additional 5 -year term, providing a total of twenty years of lease rights to GTN, which will expire on March 1, 2019. The City has been assessing potential future strategies for this Property, and has determined that re-leasing the Property to GTN, under appropriate terms and conditions, remains in the City's best interest. Rental History After its initial renovation in 1999, the building included 1,097 square feet of space and was leased for $7.00 per sq. ft. during the first 5 -year lease term (1999-2004). The second five-year lease term (or the first "option" period) covered 2004-2009, when the lease rate was increased to $9.00 per sq. ft. (adjusted to "market" rent, per the lease), however, the lease was amended mid-term, in 2006, to account for the 557 sq. ft. expansion of the building by GTN. Upon completion of the restaurant expansion in 2007, the lease rate remained the same ($9.00 per sq. ft.), but the leased area was adjusted to apply to the entire 1,654 sq. ft. building, which increased annual rent from $9,873 per year to $14,886. The third five-year term of the lease (or the second "option" period) covered March 2009 through March 2014, when the rent was increased to $10.31 per sq. ft. and continued to apply to the entire 1,654 sq. ft. restaurant space ($17,036 per year). For the final five-year term of the lease (March 2014 through February 2019), GTN requested that 557 sq. ft. tenant -funded expansion area be removed from the rental calculation because the expansion had been fully funded by GTN, and from GTN's perspective, should have never been included in the rent calculation. The City agreed to remove the expansion area from the rental calculation, and applied a new rate of $11.08 per sq. ft. only to the original 1,097 square feet building (yielding a rent of $12,155 per year, or a 29% reduction of rental income). Memo re. Res 60-18 — Triple Net Commercial Lease Agreement with GTN Corporation for the Dublin Village Tavern September 20, 2018 Page 2 of 3 Policy Considerations Use of Property & Ownership: City Council has expressed a desire to continue to operate the Property as a restaurant because the restaurant use provides an important destination, neighborhood gathering place, and generator of pedestrian activity for this portion of the Historic Downtown area. Given this goal, the City's continued ownership of this asset remains the most effective method of ensuring the achievement of the goal. Previous Investments in the Building: GTN has made significant investments in the building over the past twenty years. According to information GTN provided, it invested $120k in 1999 for the actual building renovation and conversion of the building to the restaurant, $50K of which was reimbursed by the City. GTN indicated it also provided an additional $80K investment in equipment as part of that initial conversion. In 2007, GTN added 557 square feet to the building at a cost of $300K, with an additional equipment investment of $135K. GTN further noted that it has performed all needed building maintenance and repairs over the years, regardless of the nature or extent of those repairs (none made by the City). Some repairs (such as roof or foundation repairs associated with the building's core and shell) are sometimes negotiated as a landlord responsibility under some modified triple net commercial building leases. But these lease structures vary significantly, and a tenant will evaluate its willingness to make investment decisions based upon its projected sales levels and the profitability of its restaurant operation, as well as the amount of time (lease term) it has remaining within its lease to comfortably amortize such investments. Appropriate Lease terms: The current lease required the tenant to cover all costs associated with the Property (other than the City's initial $50K renovation contribution in 1999 and ongoing responsibility for the public parking facilities, which the City owns and operates on and adjacent to the Property). As such, in evaluating the appropriate rent and term of a new commercial lease, the parties considered the ongoing costs being borne by GTN within such a lease structure. Because the level of total sales at The Dublin Village Tavern has become quite robust in recent years, a significant upward adjustment in base rent is warranted. Specifically, the City Administration has negotiated with GTN, and the parties have tentatively agreed (subject to Council authorization), that a new lease (as depicted in Attachment A) be entered into between the City of Dublin and GTN Corporation for the continued operation of The Dublin Village Tavern, in accordance with the terms included in the attached Lease. The key terms of this lease are: • Five-year base lease, with 1 five-year option to renew. • Lease remains a true triple net lease, although the landlord contributes to building improvements that exceed the term of the lease. • Base rent increases from current $11.08 to $24.00 per square foot. • Lease rate shall increase 2% each year of occupancy. • The calculation of the area being leased increases from 1,097 to 1,654 square feet. • Year 1 rent would be $39,696. Recommendation Hundreds of millions of dollars of new public and private investment is now occurring in the areas near, and just north of, the Property that will very likely continue to enhance the viability and value of this important real estate asset. The twenty-year partnership between the City and GTN (and the pioneering efforts of GTN) has resulted in a very successful neighborhood restaurant, which Memo re. Res 60-18 — Triple Net Commercial Lease Agreement with GTN Corporation for the Dublin Village Tavern September 20, 2018 Page 3 of 3 has clearly added to the vitality and quality of life in the southern Historic District area of downtown Dublin. The City has determined that the continued operation of a restaurant at the Property (as well as the continued public parking provided on this parcel) provides numerous benefits to this critical area of the City, and as such, believes the City's continued ownership of the Property provides the best prospect for ensuring such benefits continue into the future. As such, the Administration recommends that Council approve Resolution 60-18 which authorizes the City Manager to enter into and execute a Triple Net Commercial Lease Agreement with GTN Corporation for 27-29 South High Street, under the terms and conditions specified therein. TRIPLE NET COMMERCIAL LEASE AGREEMENT This TRIPLE NET COMMERCIAL LEASE AGREEMENT ("Lease") is made as of the day of , 2018, 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 GTN CORPORATION, an Ohio corporation, whose address is 4482 Dunleary Drive, Dublin, Ohio 43017 ("Tenant") (Landlord and Tenant referred to jointly as "Parties" or singularly "Party") BACKGROUND INFORMATION A. Landlord and Tenant entered into a lease agreement, dated October 19, 1998, as amended by Amendment No. 1 to lease agreement, dated April 1, 2004, as amended by Amendment No. 2 to lease agreement, dated November 21, 2006 and as amended by Amendment No. 3 to lease agreement, dated April 3, 2014, for the premises commonly known as 27-29 South High Street, Dublin, Ohio 43017 now consisting of 1,654 square feet (the "Leased Premises") and with a Lease termination date of February 28, 2019. B. Now, with this Lease the Landlord and Tenant desire to continue in a Landlord and Tenant relationship for the Leased Premises. C. This Lease shall be a Triple Net Lease, it being agreed and understood that Lessee shall be obligated to pay all expenses whatsoever relating to the Leased Premises (including the building, other improvements and Lessee's Business conducted thereon and excluding the Landlord's public parking facility located on the same legal parcel) and Landlord shall not be required to expend any sums whatsoever with respect to the Leased Premises throughout the Term(s). In consideration of the background information above, mutual covenants herein and the terms that follow, Landlord and Tenant agree: 1. LEASED PREMISES. The Landlord does hereby grant, demise, and lease unto Tenant, and Tenant does lease and take from Landlord, for the term and for the rental and conditions set forth in this Lease, the Leased Premises commonly known as the "Dublin Village Tavern" ("DVT"), with an address of 27-29 South High Street, Dublin, Ohio 43017, the same consisting of the real estate, all improvements, easements, rights, fixtures and appurtenances in connection therewith or thereunto belonging, excluding, however, the Landlord's public parking facility located on the same legal parcel, as depicted in the attached Exhibit A. 2. PRIMARY AND RENEWAL TERMS. (a) The Primary Term. The "Primary Term" of this Lease shall be for a period commencing on the Base Rent Commencement Date of March 1, 2019, and shall continue thereafter for a period of five (5) years from such date or February 28, 2024, unless terminated or extended as hereinafter provided. (b) Renewal Term. Tenant shall have the option to extend the term of this Lease for one (1) successive period of five (5) years (the "Renewal Term"), 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 Primary Term, Tenant gives written notice to Landlord of its intent to exercise the option for the Renewal Term. 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 or remedies in the event of a default by the other Party either before or after the effective date of the Renewal Term. 2 3. ADDITIONAL RENT RENTAL. For all purposes of this Lease, the term "Rent' shall include Base Rent, and all other obligations of Tenant hereunder. Tenant shall pay Rent to Landlord as follows: (a) BASE RENT. The fixed minimum annual rent (the "Base Rent') shall be paid as follows: (i) For the first year (5) years of the Primary Term the Base Rent shall be $24 a square foot times One Thousand Six Hundred Fifty Four square feet (1,654 square feet) equaling an annual rental amount of $39,696 for the year one of the Primary Term and escalate two (2%) percent each year thereafter net to Landlord: Year 2 ($40,490), Year 3 ($41,300), Year 4 ($42,126), Year 5 ($42,969); and (ii) For the Renewal Term, the Base Rent shall be $43,828 for year one of the renewal term and escalate two (2%) percent net to Landlord: Year 2 ($44,705), Year 3 ($45,599), Year 4 ($46,511), and Year 5 ($47,441). (b) ADDITIONAL RENT. Tenant shall pay as Additional Rent, certain amounts with respect to taxes, maintenance, insurance, late charges, utilities, and other amounts as provided under other provisions of this Lease (collectively, the "Additional Rent'). (c) PAYMENT OF RENT. Base Rent and Additional Rent (the "Rent') provided for herein shall be paid without any deduction or set off whatsoever and shall be paid in advance without demand. All Base Rent shall be paid in equal monthly installments on the first day of each and every month during each term hereof to the Landlord at 5200 Emerald Parkway, Dublin, Ohio 43017, or at any other place subsequently designated by the Landlord. IT IS UNDERSTOOD AND AGREED THAT BASE RENT IS DUE, IN ADVANCE, ON OR BEFORE THE FIRST DAY OF EACH MONTH. Extension of time for payment of Rent, indulgence or change by Landlord of the mode or time of payment of Rent upon any occasion shall not be construed as a waiver of the provision of this article or as requiring a similar extension, 3 indulgence or change by Landlord on any subsequent occasion. Tenant's obligation to pay all Rent when due shall survive the expiration or sooner termination of this Lease. 4. INTEREST ON ARREARAGE - LATE CHARGE. All arrearages in the payment of Rent or in the payment of any other amounts which become due under the terms of this Lease and which are not paid within ten (10) days of the due date shall bear interest from the date when due and payable at the rate of twelve percent (12%) per annum (or if such rate is not permitted by law, such lesser rate, if any, permitted by law), until paid. This provision is in addition to and supplements all other related provisions in this Lease. Tenant shall also reimburse Landlord for any late charge incurred by Landlord caused by delinquent payment by Tenant. 5. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall make a security deposit to Landlord in the amount of NONE ($0.00). 6. LEASE CONDITIONS. The Leased Premises are leased subject to the following conditions: (a) All conditions, restrictions, encumbrances, limitations and the terms of any lien now or hereafter appearing of record caused by Landlord; (b) Existing laws and zoning ordinances which affect the Leased Premises or which may hereafter exist during the Terms of this Lease; (c) Easements including Easements for public utilities and easements of any public highways now or hereafter appearing of record; and (d) The terms and conditions of this Lease. 4 7. TAXES AND ASSESSMENTS. (a) Real Propertv Taxes. As Additional Rent, Tenant shall pay all taxes commonly called "Real Property Taxes" and all special assessments and other governmental impositions against the Leased Premises ("Assessments"). Tenant shall pay all Real Property Taxes and Assessments on a timely basis. Real Property Taxes and Assessments due and payable in the year of commencement of this Lease and the year of expiration of this Lease shall be prorated and Tenant shall only be responsible for its proportionate share covering the period from the Commencement Date to the expiration date of this Lease. With respect to any Assessments which may be levied against or upon the Leased Premises, or which under the laws then in force may be evidenced by improvements or other bonds, or may be paid in installments, only the amount of such installment (with proration for any partial year on the basis previously stated) shall be included within the computation of the annual Real Property Taxes and Assessments levied against the Leased Premises. For all purposes of this Lease, the term "Real Property Taxes" shall include any annual installments of special assessments for the benefit of the Leased Premises and ad valorem tax imposed upon Landlord with respect to the Leased Premises, or otherwise against or with respect to the Leased Premises, by any authority having the direct or indirect power to tax. (b) Tenant's Right to Contest Assessment. Tenant shall have the right, in Tenant's own name only, after written notice to Landlord of its intention to do so, to contest increase in Real Estate Taxes or any Assessment and to withhold payment of any increase pending any such contest (if permitted by law). Landlord agrees to cooperate with Tenant in connection with any contest as aforesaid, and shall execute such documents as may be reasonably required of the owner of the Real Estate as a part of any such contest. Any refund of any Real Property Taxes or Assessment (including interest and penalties) which has been paid by Tenant, shall belong to Tenant. Should Tenant fail to pay the Real Property Taxes or any Assessment as is herein required, Landlord shall be permitted to do so and the amount paid, together with interest thereon at twelve percent (12%) per annum (or if such rate is not permitted by law, such lesser rate, if any, permitted by law) shall be deemed Additional Rent owed hereunder by 5 Tenant to Landlord and shall not be deemed a waiver by Landlord of Tenant's default in failing to do so. (c) Personal Propertv Taxes. Tenant shall pay, prior to delinquency, all taxes assessed against or with respect to any Trade Fixtures, furnishings, equipment, or other personal property contained in the Leased Premises. Any such taxes imposed upon or otherwise payable by Landlord shall be treated and included as Real Property Taxes. 8. UTILITIES. As Additional Rent, Tenant shall pay timely for all heat, water, sewer service charges, gas, electricity, telephone, and other public utilities used in or about the Leased Premises. Tenant shall contract for all such services in Tenant's own name. 9. INSURANCE - WAIVER OF SUBROGATION - INDEMNITY. (a) Fire and Hazard Insurance. Tenant, at Tenant's expense, shall obtain and keep in force at all times during the Terms of this Lease one (1) or more policies of insurance covering loss or damage to the Leased Premises in the amount of the full replacement value of the Improvements and contents. Such policies shall provide protection against all perils included within the classifications of fire, explosion, extended coverage, wind storm, earthquake, vandalism, malicious mischief and special extended perils (all risks) and flood (if the Improvements are within a Special Flood Hazard Area, as determined by the Federal Emergency Management Agency). Such policies shall name Landlord (and Landlord's mortgagee, if any) as additional insured. Landlord may reasonably require an increase of such insurance from time to time during the Terms of the Lease to include such additional risks or greater coverage of the risks set forth above as may be required by Landlord's lenders or desired by Landlord. (b) Liability Insurance. Tenant, at Tenant's expense, shall obtain and keep in force at all times during the Terms of this Lease (i) one (1) or more insurance policies of liquor liability (i.e., dram shop R.C. §4399.18) insurance, insuring Landlord and Tenant against all liability arising as a result of actions, behaviors or conduct of a 6 patron who consumed intoxicating beverages at the Leased Premises, with policy limits of not less than One Million Dollars ($1,000,000), and (ii) one (1) or more insurance policies of commercial general liability insurance, insuring Landlord and Tenant against all liability arising out of the ownership, use, occupancy, construction, or maintenance of the Leased Premises, with policy limits of no less than Two Million Dollars ($2,000,000) with respect to injuries to, or death of, any persons on the Leased Premises, or occurrences of any property damage to third parties caused on the Leased Premises, whether or not caused by any of Tenant's employees, agents, contractors, representatives, guests or invitees. All such required insurance will be primary and non-contributory to any valid and collectible insurance maintained by Landlord. Tenant's policy shall include a Severability of Interests Clause. (c) Business Income Insurance. Tenant, at Tenant's expenses, shall obtain and keep in force at all times during the Terms of this Lease, Business Interruption Insurance in an amount sufficient to cover the Tenant's business operations costs, including rent and expenses for which the Tenant is responsible under the Lease. (d) Workers' Compensation and Unemployment Contributions. If the nature of Tenant's operation is such as to place any or all of its employees under the coverage of local workers' compensation or similar statutes and/or unemployment compensation schedules, Tenant shall keep in force, at all such time during the Terms of this Lease, at Tenant's expense, workers' compensation or similar insurance affording statutory coverage and containing statutory limits, and shall make all unemployment compensation contributions required by law. (e) Other Insurance. Tenant, at Tenant's expense, shall obtain and keep in force at all times during the Terms of this Lease, insurance on the equipment, inventory, merchandise, supplies, and other personal property of Tenant on or about the Leased Premises in an amount not less than full replacement value. Tenant, on its own behalf and on its insurers' behalf, hereby expressly waives any and all claims against Landlord for loss or damage to Tenant's equipment, inventory, merchandise, supplies and other property on or about the Leased Premises due to fire, explosion, windstorm, 7 earthquake, vandalism or any other casualty, or due to any other cause whatsoever, regardless whether Tenant has procured insurance thereon and regardless of the cause of such loss or damages, unless such loss or damage resulting from the negligence or willful misconduct of Landlord or Landlord's agents, employees, or representatives.. (f) Form and Proof of Insurance. Policies for all such insurance shall be in a form and with an insurer reasonably acceptable to Landlord, and shall require at least thirty (30) days prior written notice to Landlord of termination or material alteration during the Terms of this Lease, and Landlord and any Mortgagee shall be named as additional insureds, as their interests may appear, on each of the policies mentioned in (a), (b), (c), (d), (e), (f) and (g) above, which are not issued directly in the name of the Landlord or Mortgagee as primary insureds. Tenant shall deliver to Landlord certified copies of such policies or other evidence satisfactory to Landlord that all premiums thereon have been paid in advance and that the policies are in full force and effect. (g) Waiver of Subrogation. Policies of Insurance carried by Tenant shall waive, to the extent permitted by the insurance carriers and so long as such does not invalidate the insurance, any right of subrogation against the Landlord. (h) Continuing Obligation to Insure/When Obligation Begins. Any termination of this Lease prior to the expiration date shall not relieve Tenant of any liability to the Landlord regarding Tenant's responsibility for having provided insurance for the benefit of the Landlord or for the payment of insurance premiums by Tenant; provided however, Tenant shall be relieved of such responsibility to provide insurance and pay insurance premiums only to the extent that such insurance is provided and paid for by another tenant. Tenant's obligation to provide the insurance required by this Lease shall begin on the Commencement Date. (i) Tenant Shall Hold Landlord Harmless. Tenant shall and does hereby hold Landlord harmless, and Landlord shall not be held responsible for and is hereby expressly relieved, from any and all liability by reason of injury, loss or damage to any person or property in or about the Leased Premises, however caused, whether the loss, 3 injury or damage be to the person or property of Tenant or any other person, except only with respect to any uninsured loss, injury or damage caused by the intentional act or negligence of the Landlord, or Landlord's agents, employees, or representatives. 10. LANDLORD'S RIGHT OF ENTRY. Landlord or Landlord's agents, employees, or representatives shall have the right to enter the Leased Premises during reasonable business hours, upon twenty-four (24) hours advance notice, to examine the same, or to make such repairs and alterations as may be necessary for the safety and preservation of the Leased Premises, but without any obligations to make repairs, also, to show the Leased Premises to let and to put upon the Leased Premises the usual notice "For Lease" one hundred twenty (120) days preceding the expiration of the Lease. In the event of dire emergency, the 24-hour advance notice shall not be required. 11. USE AND OPERATION OF LEASED PREMISES. Tenant agrees that Landlord has made no warranty or representations of any kind or nature whatsoever as to the suitability of the Leased Premises for any particular use or as to Tenant's ability to operate any specific business on the Leased Premises or as to Tenant's ability to obtain any necessary governmental approval or permit for any specific use of the Leased Premises. Tenant shall use the Leased Premises solely for the purpose of operating its full service Restaurant and related activities. Tenant shall comply with all laws applicable to the Leased Premises, including fire, health and safety codes, environmental laws and zoning requirements and restrictions. Tenant shall comply with all agreements, covenants and restrictions applicable to the Leased Premises either of record or of which Tenant is given written notice. Tenant shall not create or permit any hazard, nuisance, menace, or waste in, on or about the Leased Premises. Tenant shall comply with all requirements of the insurers applicable to the Leased Premises necessary to keep in force the fire, casualty, liability and other insurance. 12. HAZARDOUS SUBSTANCES. Tenant covenants and agrees not to utilize or permit to be utilized in the construction of any alterations or improvements to the Leased Premises which Tenant may construct or any 9 other structure at any time erected on the Leased Premises, or to be located upon the Leased Premises, any friable asbestos or asbestos contaminated material, any urea formaldehyde foam insulation, or any transformers or other equipment containing dielectric fluid in which shall be subsisting polychlorinated biphenyls in excess of ten parts per million. Tenant further covenants and agrees not to permit any `hazardous material" to be placed, held, located or disposed of upon, or released upon, under, or at the Leased Premises, or any part thereof. For purposes of this Lease, "hazardous material" means and includes any hazardous, toxic, or dangerous waste, substance, or material defined as such in, or for purposes of, the Comprehensive Environmental Response, Compensation, and Liability Act (42 USC 9601 et seq.), any so-called "superfund" or "superlien" law, or any other federal, state, or local statute, law, ordinance, code, rule, regulation, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste, substance, or material, as now or at any time hereafter in effect. If Tenant has knowledge of or receives any notice of (1) the happening of any event involving the use, spill, discharge, or cleaning up of any hazardous material (a "hazardous discharge") or (2) any complaint, order, citation, or notice with regard to air emissions, water discharges, noise emissions, or any other environmental, health, or safety matter affecting Tenant, or the Leased Premises (an "environmental complaint") from any person or entity, including, without limitation, the United States Environmental Protection Agency ("EPA"), Tenant shall give immediate notice thereof to Landlord disclosing full details of same. Tenant does and shall indemnify and hold Landlord harmless from all loss, cost, claim, damage, and expense, including, but not limited to, reasonable attorney fees incurred by Landlord as a result of any hazardous discharge on the Leased Premises during the Terms of this Lease which caused by Tenant, or Tenant's members, agents, employees, licensees, invitees, contractors or representatives, and the indemnity of Tenant in favor of Landlord contained in this article shall survive the expiration or termination of this Lease. 13. ASSIGNMENT AND SUBLETTING. The rights and duties of Tenant contained herein are personal to Tenant, and therefore, Tenant shall not assign this Lease or sublease the Leased Premises or any part thereof or permit any other person, firm or corporation to occupy or operate any business in, on or from the 10 Leased Premises or any part thereof without the prior written consent of Landlord which consent shall not be unreasonably withheld or delayed. In the event of an assignment or sublease, Tenant shall remain primarily responsible for all Rent, the condition of the Leased Premises and the performance of all obligations under this Lease shall remain unchanged and shall continue in full force and effect whether or not Landlord shall have knowledge or have been notified of or consented to any assignment. Sale of a majority interest in Tenant shall be deemed an assignment within the meaning of this provision. This Lease may be assigned by Landlord upon written notice to Tenant. 14. ALTERATIONS. Tenant, at Tenant's expense, may from time to time during the Term of this Lease make any non-structural interior alterations, additions, or improvements in and to the Leased Premises which Tenant may deem advisable. Except as otherwise contained herein, Tenant shall not make any structural alterations or remove or demolish any part of the Leased Premises or make any other alterations, additions or improvements to the Leased Premises without first having the consent, in writing, of Landlord, which consent shall not be unreasonably withheld or delayed. Any improvements, additions or alterations made by Tenant, including any and all fixtures permanently installed, and all signage shall remain on the Leased Premises as the property of Landlord, at the expiration or earlier termination of this Lease. All alterations, additions, or improvements shall be made in a first class workmanlike manner and in accordance with all valid requirements of municipal or other governmental authorities. 15. LIENS. Unless Tenant shall contest the validity thereof as hereinafter provided, Tenant shall not allow any lender's, mechanic's, materialman's, or other liens to be filed against the Leased Premises or any part thereof, including fixtures, as a result of any act or omission by Tenant. Tenant may contest, by appropriate proceedings, the amount, validity or application of any mechanic's, materialman's, or other lien filed against the Leased Premises or any part thereof as a result of any act or omission by Tenant so long as (a) no part of the Leased Premises would be subject to loss, sale or forfeiture before determination of such contest, (b) Landlord is 11 not subject to any criminal penalty as a result of the failure to pay such lien, and (c) Tenant conducts all such contests, at Tenant's expense, with due diligence and in good faith. Tenant agrees to save Landlord harmless on account of any claim or lien of mechanics, materialmen or others in connection with any alterations, additions or improvements of or to the Leased Premises as a result of any act or omission by Tenant. 16. MAINTENANCE AND REPAIR. (a) This is a "net -net -net" lease. Tenant shall continuously keep, operate and maintain in good condition, appearance and repair and make any replacements to, except as otherwise provided herein, each and every part and portion of the Leased Premises at its own expense whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen, which may be necessary in order to keep the building Improvements and other portions of the Leased Premises in good order and condition, whether required pursuant to law, rules, regulations or ordinances now existing or hereafter enacted, including, but not limited to, full responsibility for: (i) the roof, gutters, downspouts, exterior and interior walls, ceilings, stairways, foundation and structural portions of the building; (ii) the heating and air-conditioning units and all other mechanical equipment, plumbing, sprinklers, utility lines and systems, electrical systems, wiring, lighting, security and smoke detection systems; (iii) all doors, windows and skylights and all plate glass; (iv) sidewalks, ramps, walkways, drainage systems, and retention basins located within the legal property boundaries of the Leased Premises as depicted in the attached Exhibit A; (v) fences and signs; (vi) specific landscaping to the extent located between the east side of the building and the public sidewalk, between the east side patio fence and the sidewalk, up to two feet from the north side of the building and north side fence and on the southside of the rear door sidewalk to the property line and all areas within those boundaries; and (vii) each and every other portion of the Leased Premises. The Landlord shall be solely responsible for making all capital replacements that have an estimated useful life greater than the remaining lease term, but the Landlord shall, in such case, be entitled to charge Tenant a prorated cost of such capital replacements during each year of the remaining Lease 12 term based on the useful life of the capital replacement pursuant to Landlord's reasonable determination. (b) Tenant has possessed the Leased Premises since October 19, 1998 and has fully inspected and investigated the ground and the Improvements, and therefore, Tenant shall take the property "as is" and "with all faults." Tenant shall at all times keep the Leased Premises and Improvements in a clean and neat condition, free of dirt, debris and other refuse and shall keep the sidewalks clear, clean and unobstructed in any way and free from ice and snow and shall likewise maintain any plantings, shrubbery, flower beds and grass in suitable condition and appearance, all at Tenant's sole expense. Tenant shall surrender the Leased Premises, at the expiration of the term or at such other time as Tenant may vacate the Leased Premises, broom clean and in its improved condition in good order, condition and repair, excepting only ordinary wear and tear. At the time Tenant surrenders the Leased Premises, Tenant is only entitled to remove furniture and personal property. Tenant is not permitted to remove any fixtures regardless whether such fixtures were installed by Tenant, unless otherwise agreed upon by the Landlord. At or before the end of the Primary or Renewal Term, Tenant shall repair any and all injury done by the installation or removal of furniture, fixtures, or personal property, excepting only ordinary wear and tear. Should Tenant fail to surrender the Leased Premises as herein provided, Landlord may restore the Leased Premises to such condition and make any necessary repairs or replacements, all at Tenant's expense. (c) Landlord shall not be required to rebuild or to make any repairs, alterations, replacements or renewals of any nature or description to the Leased Premises or to make any expenditures whatsoever in connection with this Lease or to maintain the Leased Premises in any way unless the necessity for such is caused by an act or omission of Landlord, its agents or employees. (d) Except for damage caused by the negligence or willful misconduct of Landlord or Landlord's agents, employees or representatives, Landlord shall not be responsible or liable to Tenant for any loss or damage resulting from any cause 13 whatsoever, including, but not limited to, any loss or damage from any burst, stopped or leaking water, gas, sewer or other pipes or plumbing fixtures or equipment, or from any failure of or defect in any lighting, electrical, or heating, ventilation and air conditioning components, circuits, facilities or systems. (e) If Tenant fails to perform any of its obligations as above referred to or has failed to commence in good faith to perform those obligations and diligently pursue completion of same, then on not less than ten (10) days' notice to Tenant, Landlord may (but shall have no obligation to) enter the Leased Premises and perform such obligations without liability to Tenant for any loss or damage to Tenant thereby incurred, and Tenant shall pay Landlord for the cost thereof, within seven (7) days of receipt of Landlord's invoice therefor. Notwithstanding the above, Landlord shall not have the obligation to give the ten (10) day notice referred to above if it chooses to make repairs brought about by reason of an emergency. 17. LANDLORD'S SECURITY/LIEN WAIVER As a condition of Landlord entering into this Lease, Landlord shall have a first lien on all of Tenant's personal property to secure the performance of all of Tenant's obligations under this Lease; provided however, that Landlord's lien shall be subordinate to purchase money security interests and the liens of any lessors of personal property of the Tenant and Landlord shall execute and deliver to Tenant's secured purchase money lenders any Landlord's lien waivers or other documents reasonably required by such lenders to perfect their security interests and liens in Tenant's assets. Landlord's lien shall be superior to all other liens on the personal property and Tenant shall execute and deliver to Landlord any financing statements or other documents reasonably required by Landlord in order to perfect Landlord's lien. 18. FIRE AND RECONSTRUCTION. Tenant shall use every reasonable precaution against fire and shall, in case of fire or other casualty, give immediate notice thereof to Landlord. In case of fire or other casualty, Tenant shall, at its own expense, cause the damage to be promptly repaired and the 14 Improvements reconstructed at the cost and expense of Tenant; provided, however, Tenant shall be entitled to use the insurance proceeds available by reason of such loss. (a) Damage and Repair. Tenant may at its expense, either promptly repair, replace, or rebuild such building or other Improvement or delay the commencement of the work until the proceeds of all insurance policies covering the casualty or hazard are made available to it for such purpose. Tenant shall continue the commenced work with reasonable diligence until its completion. (b) Specifications and Approvals. Tenant shall make the repair, replacement, or rebuilding in accordance with applicable plans and specifications. The plans and specifications shall first be submitted to and approved in writing by Landlord, which approval shall not be unreasonably withheld or delayed. Before any work is commenced, the plans and specifications shall be filed with and approved by all applicable municipal or other governmental authorities, and, if so required by the terms of any mortgage on the Leased Premises, Tenant shall obtain and deliver to Landlord the written consent of any present mortgagee. Landlord shall join in any application to the mortgagee for such consent, and use all reasonable efforts to obtain it. Before commencing the work, Tenant shall procure at its expense, and deliver to Landlord, all policies of insurance usually required in connection with such work. (c) Insurance Proceeds Escrow. For the purpose of paying the cost of repair, replacement, or rebuilding the Improvements, Landlord and Tenant shall maintain the insurance proceeds for such purposes in an escrow account and disburse the same during the course of the work. If such proceeds are insufficient to pay the cost of the work, Tenant shall pay the deficiency. If such proceeds exceed the cost of such work, Landlord and Tenant shall retain the excess in an escrow account until such proceeds can be used for the benefit of the Leased Premises. (d) Mortgages. If the holder of any existing mortgage elects to apply any insurance proceeds towards the reduction of the mortgage, Landlord shall make available to Tenant, for the sole purpose of the repair, replacement, or rebuilding for which Tenant is obligated, an amount equal to the total insurance proceeds retained by 15 such mortgagee. If Landlord fails to do so within a reasonable time after final settlement of the loss with the insurers, Tenant may complete the repair, replacement, or rebuilding and deduct the amount not reimbursed against the Rents next due. (e) Continuation of Lease. This Lease shall not terminate or be affected in any manner by reason of the damage or destruction, by fire or other casualty, in whole or in part, of the Leased Premises or by the reason of the untenantability of the Leased Premises, unless the property cannot be rebuilt or restored through no fault of the Tenant. During any period in which Tenant is unable to make use of the Leased Premises due to damage or destruction, Tenant shall have no obligation to pay the Rent specified in this Lease during such period of untenantability, but Tenant shall continue to remain obligated to pay all other charges payable hereunder (such as real estate taxes, insurance, utilities, etc.), in accordance with the terms of this Lease, without abatement, diminution, or reduction of Rent on account of any such damage or destruction. 19. TENANT'S DEFAULT. If Tenant shall default in the payment of any Rent or any other monetary obligation provided for herein and such default shall continue for ten (10) days after written notice from Landlord of such default; or if Tenant shall fail to make any payment required by this Lease on or before ten (10) following the due date (without regard to any notices) and Landlord has previously given two (2) Late Notices within the eighteen (18) month period ending with the month in which such due date occurs; or if Tenant shall fail for a period of thirty (30) days after written notice by Landlord to comply or commence compliance in good faith with any of the other terms, covenants or conditions of this Lease; or if Tenant shall abandon or vacate the Leased Premises or any part thereof before the end of the Term, or if Tenant shall be adjudicated bankrupt or insolvent according to law; or if a receiver is appointed for Tenant's property; or if Tenant shall make an assignment for the benefit of creditors; or in the event of an involuntary assignment or attachment on or levy on Tenant's interest herein; or if Tenant shall fail to obtain or maintain at all times insurance required of Tenant by this Lease, then and in any of said cases, Tenant shall be deemed to have materially breached this Lease and shall be in default hereof, and Landlord may, at its election at any time thereafter, declare all of the 16 balance of the Rent for the remaining Term of this Lease immediately due and payable. In addition, Landlord may have the following remedies: (a) Landlord may lawfully enter upon the Leased Premises or any part thereof and repossess the same as of the former estate of Landlord and expel Tenant and those claiming under and through Tenant, and remove Tenant's effects, without being deemed guilty of any manner of trespass, or liable for any claim for damages and without prejudice to any remedies which might otherwise be used for arrears of rent or breach of covenants, and upon entry as aforesaid, this Lease shall terminate, in which event Tenant shall remain liable for any Rent (as provided for, and not in addition to, Tenant's obligation for unpaid Rent as stated in the preceding paragraph) and damages which may be due or sustained prior thereto, and all reasonable costs, professional fees and expenses incurred by Landlord in leasing the Leased Premises to another tenant, and the Tenant shall further be liable for liquidated damages (as provided for, and not in addition to, Tenant's obligation for unpaid Rent as stated in the preceding paragraph) equal to the total rent which, but for termination, would have become payable during the unexpired portion of the Term remaining at the time of such termination, less the amount of rental, if any, which Landlord may receive during such period from others to whom the Leased Premises may be rented on such terms and conditions and at such reasonable rental as Landlord, in Landlord's reasonable discretion, shall deem proper. Such liquidated damages shall be payable immediately upon termination of this Lease under this section or, at Landlord's election, in equal monthly installments during what would have been the unexpired Term of this Lease, but for such termination. (b) Without terminating this Lease, Landlord may enter upon and take possession of the Leased Premises, expel or remove Tenant and any other person who may be occupying the Leased Premises, and lease the Leased Premises, if possible, as Tenant's agent, at the best price obtainable by reasonable efforts, and in such event, Tenant shall be liable to Landlord for any deficiency (as provided for, and not in addition to, Tenant's obligation for unpaid Rent as stated in the preceding two paragraphs) between (i) the amount of Rent due hereunder plus the reasonable costs to 17 Landlord of the recovering and reletting of the Leased Premises, including reasonable attorney's fees, and (ii) the rental received by Landlord, if any, from such reletting. (c) Tenant shall pay on demand all reasonable costs and expenses, including reasonable attorney's fees and court costs incurred by Landlord in the collection of Rent or the enforcement of any of the provisions of this Lease, less any amounts which Landlord may receive from others to whom the Leased Premises may be rented during the remaining term of Tenant's Lease, but only to the extent that such amounts exceed the Rents Tenant is liable for as stated in the preceding three paragraphs. (d) The remedies provided in this Lease shall be cumulative and in addition to those which Landlord might otherwise be entitled either at law or in equity. 20. WAIVER BY LANDLORD. Waiver by Landlord of any breach of the terms hereof by Tenant or any indulgence by Landlord of Tenant as to the time of payment of any installment of Rent or the performance of any obligation at any time, or from time to time, shall not be construed to be a waiver of any subsequent breach or imply any future indulgence. Acceptance of any installment of rent or other payment in an amount less than the total then due shall not constitute a waiver of any of Landlord's rights under this Lease, and no such payment shall be deemed to satisfy Tenant's obligation to pay the full amount of all payments when due. 21. NOTICES. Any notice, demand or declaration required or which may be given pursuant to this Lease shall be in writing and shall be sent by facsimile, transmission receipt confirmed, and shall be deemed given when also (i) served personally in hand to the addresses listed below, or (ii) served by hand delivery to the persons listed below, or (iii) deposited with an overnight courier service with guaranteed next business day delivery, or (iv) deposited in the United States mail, registered or certified, return receipt requested, with postage prepaid and addressed as follows: 18 To Landlord: City of Dublin c/o Dana L. McDaniel 5200 Emerald Parkway, Dublin, Ohio 43017 Email: DMcDaniel@dublin.oh.us With copy to: Jennifer D. Readler, Esq. Law Director City of Dublin One Columbus Center, Suite 2300 Columbus, Ohio 43215-3484 Email: JReadler@tbtlaw.com To Tenant: GTN Corporation 4482 Dunleary Drive, Dublin, Ohio 43017 Email: timp@columbusxncom With copy to: Charles A. Koenig, Esq. Koenig & Long 5354 North High Street Columbus, Ohio 43214 Email: ckoenig@klattomeys.com The above notwithstanding, the purpose of this Section is to insure that reasonable steps are taken to deliver actual notice and therefore any notice actually received or affirmatively refused shall be effective. Either Landlord or Tenant may, by like notice at any time and from time to time, designate a different address at which notice shall be sent. The Parties or their respective attorneys, may send any notice hereunder. 22. QUIET ENJOYMENT OF TENANT. Subject to the terms, conditions and covenants contained herein, Landlord covenants that Tenant, upon paying the Rent and complying with the terms, covenants and conditions herein, shall and may peaceably and quietly have, hold and enjoy the Leased Premises for the Term aforesaid. 23. HOLDING OVER. In the absence of a written agreement to the contrary, if Tenant should remain in occupancy of the Leased Premises after the expiration of the Lease, or any formal extension 19 thereof, Tenant shall remain only as a tenant from month-to-month. Tenant shall pay to Landlord a monthly Base Rent equal to the Base Rent specified in this Lease plus fifty percent (50%) thereof for each month that Tenant holds the Leased Premises without written agreement after the expiration or termination of this Lease, and all applicable provisions of this Lease shall also be applicable during such month-to-month tenancy, including Tenant's obligation to pay Additional Rent. 24. CONDEMNATION. If the whole or any part of the Leased Premises shall be taken under the power of eminent domain, then this Lease shall terminate as to the part so taken on the day when Tenant is required to yield possession thereof, and Tenant shall make such repairs and alterations as may be necessary in order to restore the part not taken to useful condition; the Base Rent shall be reduced proportionately as to the portion of the Leased Premises so taken. Tenant shall be entitled to compensation for such taking only to the extent of the cost of such repairs and alterations. If the amount of the Leased Premises so taken is such as to impair substantially the usefulness of the Leased Premises for the purposes for which the same are hereby leased, then either Party shall have the option to terminate this Lease as of the date when Tenant is required to yield possession. All compensation awarded for such taking of the fee and the leasehold shall belong to and be the property of the Landlord; provided, however, that the Landlord shall not be entitled to any portion of the award made to the Tenant for loss of business, relocation benefits, for the cost of removal of stock and fixtures, and for the cost of the repairs and alterations referred to hereinabove. 25. LIMITATION OF LANDLORD'S LIABILITY; OPTION TO PURCHASE. The term "Landlord" as used in this Lease so far as covenants or obligations on the part of Landlord are concerned shall be limited to mean and include only the owners at the time in question of the fee simple title to the Leased Premises and in the event of any transfer or transfers of such fee simple title, the then grantor of the fee simple title shall be automatically relieved after the date of such transfer or conveyance of all personal liability as respects the performance of any obligations on the part of Landlord contained in this Lease thereafter to be performed, it being intended hereby that all the obligations contained in this Lease on the part 20 of Landlord shall be binding upon Landlord only during and in respect of its respective period of ownership of the fee simple interest in the Leased Premises. 26. LEASEHOLD ESTATE LIMITATION. Notwithstanding any provision in this Lease to the contrary, Tenant agrees that Tenant shall look solely to Landlord's interest in the real property under this leasehold estate in the event of any default or breach by Landlord with respect to any of the terms and provisions of this Lease on the part of the Landlord to be performed or observed, and no other assets of Landlord shall be subject to levy, execution, or other judicial process of and/or award for the satisfaction of any claim by Tenant. 27. TENANT'S WAIVER OF CLAIMS. Unless caused by the negligence or willful misconduct of Landlord, or Landlord's agents, employees or representatives, Landlord shall not be liable for, and Tenant hereby releases Landlord from any and all claims for and damage to person or property sustained by Tenant or any person claiming through Tenant resulting from any fire, accident, occurrence or condition in or upon the Leased Premises (including all Improvements, the patio, walkways and land) of which they are a part. 28. ATTORNMENT. If the interest of Landlord shall be transferred to and owned by any Party other than Landlord, including but not limited to a Mortgagee by reason of foreclosure or other proceedings brought by a Mortgagee (the "Purchaser"), or by any other manner, and the Purchaser succeeds to the interest of Landlord under this Lease, Tenant shall be bound to the Purchaser, and Purchaser shall be bound to Tenant under all of the terms, covenants and conditions of this Lease for the balance of the Term remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor afforded to the Tenant with the same force and effect as if the Purchaser were the Landlord, and the Tenant does hereby attorn to the Purchaser as its Landlord, said Attomment to be effective and self - operative without the execution of any further instruments on the part of a Party hereto immediately upon the Purchaser succeeding to the interest of Landlord under this Lease. The 21 respective rights and obligations of the Tenant and the Purchaser upon such Attornment, to the extent of the then remaining balance of the Term of this Lease and any such extensions and renewals, shall be and are the same as now set forth in this Lease. 29. OPPORTUNITY TO CURE DEFAULT AND NOTICE TO MORTGAGEE. Tenant agrees that if Tenant has notice of any deed of trust, mortgage or other security instruments affecting the Leased Premises, or any part thereof, in the event of any act or omission which would give Tenant the right to terminate this Lease or to claim a partial or total eviction from the Leased Premises (either actual or constructive), Tenant shall not exercise any such right (a) until it has notified in writing the holder of any such mortgage or other security instruments if the name and address of such holder shall previously have been furnished by written notice to Tenant, of such act or omission, and (b) until the same period of time as is given to Landlord under this Lease to cure such act or omission shall have elapsed following such giving of notice to Mortgagee and following the time when Mortgagee shall have become entitled under the Mortgage to remedy the same. 30. SUBORDINATION OF LEASE TO MORTGAGE. On written request by Landlord, Tenant shall execute and deliver an agreement subordinating this Lease to any mortgage upon the Leased Premises; provided, however, such subordination shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the Mortgagor with respect to said mortgage or any foreclosure thereof, Tenant's possession and right of use under this Lease in and to the Leased Premises shall not be disturbed by such Mortgagee unless and until Tenant shall be declared in default of any of the provisions hereof, and/or this Lease or Tenant's right to possession hereunder shall have been terminated in accordance with the provisions of this Lease. 31. ESTOPPEL CERTIFICATE. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute, acknowledge and deliver to Landlord or to any prospective lender or purchaser designated by Landlord, a written statement certifying (i) that this Lease is in full force and 22 effect and unmodified or, if modified, stating the nature of such modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's knowledge, any uncured defaults, or specifying such defaults, if any are claimed, and (iv) such other information as may reasonably be requested. In the event Tenant fails to execute such written statement, then Tenant hereby gives Landlord Tenant's power of attorney to prepare and execute in behalf of Tenant such estoppel certificate. 32. ESCROW PAYMENTS. If Landlord is required to escrow tax, insurance and any other payments with its mortgage lender or lenders from time to time, then if Tenant shall pay such expense or expenses under the terms of this Lease, it will pay them to Landlord at such times and in such amounts so that Landlord will be able to promptly pay them over to its mortgage lender or lenders. 33. LITIGATION. In the event that Landlord shall, without fault on Landlord's part, be made a party to any litigation commenced against Tenant for any claim arising out of any act or failure to act when such act is required to be performed by Tenant pursuant to the terms of this Lease, then Tenant shall furnish legal representation (with counsel approved by Landlord) and pay all costs and expenses incurred in connection with such litigation and otherwise hold Landlord harmless thereon. 34. TENANT SHALL HOLD LANDLORD HARMLESS. Tenant shall indemnify and hold Landlord harmless from any loss, costs, claim, fee, expense, liability or damage, including reasonable attorney's fees arising out of, or connected with Tenant's use and occupancy of the Leased Premises, or arising out of any breach or default of Tenant in the payment or performance of its obligations under this Lease or the enforcement of any provision of this Lease. 23 35. TRIPLE NET LEASE. This Lease shall be deemed an absolute or "Triple Net" Lease, and whether or not specifically mentioned in this Lease, Tenant shall make all payments connected with or arising out of any use or occupancy of the Leased Premises. 36. BROKERS' COMMISSION. Each of the Parties represents and warrants that there are no claims for brokerage commissions or finders fees in connection with the execution of this Lease. Tenant shall indemnify the Landlord, and hold harmless from all liabilities arising from any such claim including, without limitation, the cost of counsel fees in connection therewith. 37. RELATIONSHIP OF THE PARTIES. Nothing contained in this Lease shall be deemed or construed by the Parties or by any third party as creating the relationship of principal and agent, partnership or joint venture between the Parties. Tenant is not the agent of Landlord for any purpose. 38. TIME IS OF THE ESSENCE. Time is of the essence in all provisions of this Lease. 39. APPLICABLE LAW. This Lease shall be construed under in in accordance with the laws of the State of Ohio. 40. CAPTIONS. The various captions used in this Lease are for convenience of reference only and shall not in any way limit or amplify the terms hereof. 41. SUPPLEMENTAL LEASES. This Lease may be amended only by a supplemental lease or other writing executed by the Parties hereto or their successors or assigns. By the execution of this Lease, Landlord and Tenant do hereby bind themselves, their heirs, administrators, executors, successors and 24 assigns, to all of its terms, covenants and conditions. The term "Landlord" or "Tenant' includes the heirs, executors, administrators, successors, assigns, permitted assigns, committee, curator, trustees and receivers of Landlord or Tenant, as the case may be. 42. COUNTERPARTS. This Lease may be executed in any number of counterparts, each of which shall be an original, but the counterparts together shall constitute one and the same instrument. 43. ENTIRE AGREEMENT. This Lease sets forth all the promises, agreements, conditions and understandings between Landlord and Tenant relative to the Leased Premises, and there are no other promises, agreements, conditions or understandings, either oral or written, between them other than those herein set forth. [REMAINDER OF PAGE INTENTIONALLY BLANK] 25 IN TESTIMONY WHEREOF, the Landlord and Tenant have executed this Triple Net Commercial Lease Agreement in Dublin, Ohio as of the day and year first above written. CITY OF DUBLIN "Landlord" Dana L. McDaniel, City Manager STATE OF OHIO COUNTY OF FRANKLIN GTN CORPORATION "Tenant" Timothy Picciano, President The foregoing instrument was acknowledged before me this day of , 2018 by Dana L. McDaniel, City Manager for the City of Dublin, Ohio, an Ohio municipal corporation, on behalf of the municipal corporation. Notary Public STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 2018, by Timothy Picciano, President of GTN Corporation, and Ohio Corporation on behalf of the Corporation. Approved as to form: Jennifer D. Readler, Law Director 26 Notary Public Exhibit A sigh Street