Resolution 32-21
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: May 18, 2021
Initiated By: Megan O’Callaghan, Deputy City Manager/Chief Finance and Development Officer
Re: Resolution 32-21 – Accepting the Lowest and Best Bid for the Chamber of
Commerce Renovation and Addition Project
Background
On March 30, 2020, Dublin entered into a new Lease Agreement (the “Lease”) (see attached) with
the Dublin Chamber of Commerce (the “Chamber”) for the building located at 129 S. High Street.
Pursuant to Section 21 of the Lease, Dublin and the Chamber agreed to make certain improvements
to the building and to share the costs of such improvements as listed in Exhibit C to the Lease. The
improvements will provide for a vibrant, flexible, collaborative environment to accommodate the
Chamber’s operations and better serve members and the Dublin business community. Alterations and
updates contemplated to the floorplan include the Chamber suite, public meeting room, community
meeting room with kitchen, ADA compliant public restrooms, and renovated and updated building
entrance and interior hallway areas. The improvements contemplated by the Lease also included
construction of a Downtown Gateway Pavilion that would serve as the public outdoor living room.
(see attached plan and interior inspirational images) The leasehold improvement costs were
$450,000, inclusive of furnishings.
Staff and the Chamber decided to implement the improvements in two phases; the first phase is the
improvements to the building and the second phase the pavilion.
The first phase improvements to the building were designed in collaboration with the Chamber and bid
on March 22, 2021 and are the subject of this Resolution.
The Architectural Review Board reviewed and provided informal feedback on the second phase
Downtown Gateway Pavillion at their August 26, 2020 meeting. Although the members were
supportive of the creation of a public gathering and seating space that was open to the public, they
expressed concerns that the proposed structure and its design overwhelmed the existing building and
dominated the street frontage. They also expressed concerns about the increase in lot coverage with
the proposal and recommended the applicant investigate other alternatives to meet the requirements.
Summary
On March 22, 2021, four bids were received, publicly opened, and read for the Chamber of Commerce
Renovation and Addition Project (the “Project”). The Project will construct the first phase
improvements to the building as listed in Exhibit C to the Lease, and includes alterations and updates
to the Chamber suite, public meeting room, community meeting room with kitchen, compliant public
restrooms, and renovated and updated building entrance and interior hallway areas.
The Architect’s estimate for this Project at the time of bid is $450,500. Pursuant to the Lease, Dublin
and the Chamber will share the costs of the improvements as listed in Exhibit C to the Lease. Any
Office of the City Manager
5555 Perimeter Drive • Dublin, OH 43017-1090
Phone: 614.410.4400 • Fax: 614.410.4490 Memo
Resolution 32-21 – Accepting the Lowest and Best Bid for the Chamber of Commerce Renovation and
Addition Project
May 18, 2021
Page 2 of 3
costs over and above the estimates on Exhibit C with respect to the construction of the improvements
are to be evaluated and apportioned to the appropriate party.
Miles-McClellan Construction Company submitted the lowest and best bid of $471,100. Staff and the
Architect have reviewed all bids and a summary of the bids received is listed below.
CONTRACTOR BID
Miles-McClellan Construction Company $ 471,100.00
Setterlin Building Company $ 488,500.00
Gutknecht Construction $ 502,000.00
T-Built Construction Services, Inc. $ 540,000.00
The bids were competitive and prices are reflective of cost escalations that are impacting the vertical
construction industry. The cost of the improvements to the building contemplated by the Lease exceeds
the budgeted amounts and both Dublin and the Chamber will share in the cost overruns attributable to
each party pursuant to the Lease.
It is noteworthy that a couple of maintenance items were added to the bid package at the request of
Dublin Facilities Management staff in order to realize efficiencies in terms of cost and quality of work.
Pursuant to the lease, the City is responsible for making repairs to the HVAC system and maintaining
the exterior of the building in a clean and attractive condition. Therefore, these costs are outside the
scope of the improvements outlined in the Lease and will be funded as part of Facilities
Management’s renovations budget. The HVAC unit and ductwork will be relocated from the crawl
space to the main floor ($14,500) and the exterior of the building will be prepared and paint
($4,100).
The City’s total contribution to this Project is determined to be $394,740. The Chamber’s total
contribution is $76,360 plus furnishings (which are estimated to cost $75,000).
The Chamber of Commerce and staff agree construction of the second phase Downtown Gateway
Pavilion, which was contemplated as part of the improvements in the Lease and estimated to cost
$65,000, is now unfeasible to build as designed. Accordingly, staff will also present Resolution 33-21
authorizing a lease amendment removing the Pavilion from the list of improvements to City Council on
May 24, 2021. Should Council approve Resolution 33-21, the City will no longer be responsible for the
Pavillion and Dublin will use the funding for construction of the Pavilion to go towards offsetting
Dublin’s portion of the cost overruns for the phase one improvements to the building.
Should Council approve this Resolution, the additional funding for this renovation of the Chamber
Building shall be appropriated from the unappropriated fund balance of the Capital Improvements Tax
Fund in the June supplemental Appropriations Ordinance. The Fund currently has a sufficient fund
balance to support this additional Appropriation. The Chamber has committed to pay for its share of
the improvements to the building as specified in the Lease. Specifically, the Chamber will remit
$76,360 to the City prior to the City entering into contract with the Contractor. Additionally, the
Chamber is committed to furnish the building with furniture appropriate to each area as noted in the
Lease. (see attached letter dated April 27, 2021)
Construction of this project is anticipated to commence in June 2021. The Contractor will have 120
days to complete the work. Staff has secured a right-of-entry from the adjacent property owner to
Resolution 32-21 – Accepting the Lowest and Best Bid for the Chamber of Commerce Renovation and
Addition Project
May 18, 2021
Page 3 of 3
the north to provide the Contractor with limited access to work. The property owner granted this
right-of-entry at no cost.
Recommendation
Staff and the Architect have thoroughly reviewed the bid submitted by Miles-McClellan Construction
Company and references confirmed their ability to complete the scope of services to the expected
standards. Staff recommends Council approval of Resolution 32-21 accepting as lowest and best the
bid of Miles-McClellan Construction Company in the amount of $471,100 and authorizing the City
Manager to enter into a contract with Miles-McClellan Construction Company for this project.
To: Members of Dublin City Council
From: Dana L. McDaniel, City Manager
Date: February 4, 2020
Initiated By: Dana L. McDaniel, City Manager
Re: Ordinance No. 34-19 – Authorizing the City Manager to Execute a
Lease with the Dublin Chamber of Commerce
Summary
Thank you for removing Ordinance 34-19 from its tabled status and placing this Ordinance back on
the agenda for your February 10, 2020 Council meeting. As Council is aware, the lease agreement
with the Dublin Chamber of Commerce (“the Chamber”) for the City-owned property at 129 S. High
Street expired in October of 2018. Since the introduction and first reading of this Ordinance in 2019,
staff and the Dublin Chamber of Commerce continued to discuss the lease terms. The attached lease
reflects the result of that discussion. Key changes are summarized as follows:
1. Facility renovation. The Chamber desires to renovate the existing facility (Lease, Exhibit A).
After further internal visioning and discussion following the initial introduction of Ordinance
34-19, the Chamber desires to renovate the existing facility in a fashion different from
previously presented. Given the Chamber’s ever-changing membership and membership
needs, the Chamber has determined that a floor plan to accommodate its office operations,
meeting space, and networking space is critical to its mission. Attached are the Chamber’s
proposed changes to the floor plan (Lease, Exhibit B). Exhibit C of the Lease shows the
proposed new improvements and estimated costs. The estimated costs for new improvements
versus previous improvements are as follows:
New
Improvements
City
Cost
Chamber
Cost
Previous
Improvements
City
Cost
Chamber
Cost
$0 $70,000 Office Area $0 $40,000
Biz Bistro & Meeting
Room
$50,000 $20,000 Doors, Halls, Lighting,
Painting, Flooring
$26,000 $14,000
Community Meeting
Room w/Kitchen
$50,000 $25,000 Community Meeting
Room w/Kitchen
$26,000 $14,000
Public Restrooms $80,000 $0 Public Restrooms $80,000
New Building
Entrance
$30,000 $0 Exterior
improvements
$15,000
Interior Hallways $60,000 $0
Downtown Gateway
Pavilion
$65,000 $0
Total $335,000 $115,000 $147,000 $68,000
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017-1090
Phone: 614-410-4400 • Fax: 614-410-4490 Memo
Ordinance 34-19 - Authorizing the City Manager to Execute a Five -Year Lease with the Dublin Chamber of
Commerce
February 4, 2020
Page 2
The City/staff will be responsible to hire an architect and manage the design, review,
permitting and construction/renovations of the facility. Costs for those services are reflected
in the those costs provided above.
2. Proposed Changes to the lease rate. As previously provided to Council, a 2017 appraisal
determined that comparable triple net lease rents for the property range from $13.50/SF to
$17.75/SF. Consistent with the previous lease, staff recommends discounting the lease as the
facility is used for public purposes. Specifically, other government and not-for-profit
community organizations use the meeting room and the restrooms are made available to the
public during the Chamber’s operating hours and on special occasions in the historic district.
Based on the appraisal, staff is recommending a lease rate of $42,000 annually ($3,500 per
month), which is based on a rate of $14.00 per square foot. Furthermore, staff recommends
continuing to provide a discount for City use of the facility (20% discount or $2.80 per square
foot) and school and other community organization’s use of the facility (10% discount or
$1.40 per square foot). This would result in total rent of $9.80 per square foot, which equates
to $29,400 annually or $2,450 per month. The Chamber agrees to this lease rate. Staff
initially recommended a 5-year lease with additional renewals in 5-year increments and 2%
increase per year throughout. As presented in the attached lease, the Chamber desires a 20-
year lease. The Chamber desires an initial term of 5 years at the flat rate of $2,450/mos or
$29,400/year. The Chamber requests 3 additional 5 year terms in which there will be annual
increases of 2% per year. Again, all together this reflects a total term of 20 years in which all
extensions are at the Chamber’s discretion only, not the City’s. The lease obligates the City to
perform all maintenance duties on the building, including HVAC, plumbing, electrical, snow
removal, exterior building and parking lot maintenance, as well as, landscaping and
refuse/recycling services, which is consistent with the previous lease. The Chamber is
responsible for utilities.
3. Additional funding for programs/activities. In a previous discussion, Council and staff agreed
the Chamber provides a valuable service to the business community and their efforts are
integral to the City’s economic development effort. Their services are also significantly aligned
to and/or supportive of the City’s economic development efforts, particularly as it relates to
business retention, expansion, and work force development. Staff and the Chamber have
been discussing ways to better tie and leverage the Chamber’s activities, programs, and
engagements with those of the City’s economic development staff efforts. Staff recommends
a separate Memorandum of Understanding (MOU) between the City and the Chamber to
ensure the alignment of these efforts. The Chamber requested an additional $100,000/year
for five years for a total of $500,000 relative to these efforts. Staff is currently discussing and
reviewing this proposal with the Chamber. A key focus of our discussion is the extent to which
the Chamber’s activities and programming, engagement opportunities, and sharing of
information with businesses and with each other can contribute to the City’s economic
development effort and at what cost. Staff may bring forward an MOU for Council’s
consideration later.
4. The Chamber has further requested that history regarding the lease arrangement between
the City and the Chamber be memorialized as part of the information provided to Council with
this Memo. Please find attached the following:
Ordinance 34-19 - Authorizing the City Manager to Execute a Five -Year Lease with the Dublin Chamber of
Commerce
February 4, 2020
Page 2
a. A summary of the Chamber’s perspective on the lease history.
b. Documents relative to the City’s perspective on the lease history.
Recommendation
Staff recommends approval of Ordinance 34-19. Assuming Council desires to approve the Ordinance,
the title of the Ordinance will need to be amended to not reference the five year term. Improvements
to 129 South High Street were not included in the 2020-2024 Capital Improvements Program. Should
Council approve the Ordinance, the funding for the renovation of the Chamber Building shall be
appropriated from the unappropriated fund balance of the Capital Improvements Tax Fund in a
future supplemental Appropriation. The Fund currently has a sufficient fund balance to support this
additional Appropriation. Should Council pass this legislation, Staff will begin the planning efforts for
these improvements with the Chamber immediately after its effective date.
Page 1 of 17
LEASE AGREEMENT
This Lease Agreement (“Lease”) is effective as of the ____ day of February, 2020 (the
“Effective Date”), by and between the City of Dublin, Ohio, an Ohio municipal corporation
(“Landlord”) and the Dublin Chamber of Commerce, Incorporated, an Ohio non-profit
corporation (“Tenant”)(Landlord and Tenant also referred to herein singularly as “Party” and
together as “Parties”).
BACKGROUND INFORMATION
WHEREAS, Landlord is the owner of a certain parcel of land commonly known as
Franklin County Auditor’s Tax Parcel ID #273-000043 and located at 129 S. High Street,
Dublin, Ohio 43017 (the “Parcel”) containing an approximately 3,000 square foot building (a
current floor plan of which is attached hereto as Exhibit A) and which does not include any
parking lots adjacent to such building and located on the Parcel (the “Building”); and
WHEREAS, Tenant is currently occupying the Building, with exclusive use of certain
office space within the Building, pursuant to a certain lease agreement and addendums entered
into by and between Landlord and Tenant (the “Prior Lease”), and is expected to occupy the
Building, with exclusive use of the office space depicted in solid green on the attached Exhibit B
(the “Premises”); and
WHEREAS, the Prior Lease terminated in October 2019, and the Parties hereto desire to
enter into a new lease agreement for the Premises that takes into account and reflects Tenant’s
significant and continuing contributions to the business community of the local economy; and
WHEREAS, Landlord obtained an appraisal on June 27, 2017 which included a market
rental rate for the Building from Brian Barnes and Company, Inc.; and
WHEREAS, the market rate appraised by the Brian Barnes and Company, Inc. was in the
range of $13.50 through $17.75 per square foot (i.e. Triple Net Lease); and
WHEREAS, Landlord will use the low end of the rental range ($14) as the basis for
computing the square footage rental charge; and
Page 2 of 17
WHEREAS, the Landlord, as in the Prior Lease, will discount the $14 per square foot fee
by 20% in recognition of the requirement to keep the restrooms in the Building open for public
use during Chamber regular business hours and of the availability of the space for Landlord use
on an as-needed basis; and
WHEREAS, the Landlord, as in the Prior Lease, will further discount the $14 per square
foot fee by 10% in recognition of the availability of the Building for school groups and other
community organizations (the total of such discounts result in a price per square foot of $9.80, to
be charged to Tenant as described in Section 4 herein).
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledge, the Parties hereto agree to the “Background Information” above
and as follows:
1. PREMISES: Landlord, in consideration of the rent to be paid and the covenants to be
performed by Tenant, does hereby lease unto Tenant, and Tenant hereby leases from Landlord,
the Building. To the extent that Landlord requires access to and use of the Building , Tenant
hereby grants Landlord such access as is reasonably necessary, provided such access does not
unreasonably interfere with the business operations of Tenant and provided that the Premises
shall at all times be accessible only with keys maintained by Tenant. Tenant shall have the right
to use the exterior areas serving the Building, including the sidewalks and parking lot, in
common with Landlord, however, at all times Landlord shall be responsible for any and all
maintenance for such exterior areas.
2. TERM: Subject to the provisions of Paragraph 4 below, the initial term of this Lease (the
“Term”) shall be for ten (10) years, to commence on the Effective Date and shall expire at the
end of the one hundred and twentieth (120th) full calendar month thereafter.
Tenant is granted the option to extend the Term for an additional five (5) year extension
term (the “First Extension”)(years 11-15) provided that Tenant: (a) provides Landlord written
notice no less than 90 days prior to the end of the Term that Tenant is exercising its option; and
(b) at the date of such notice no event of Default has occurred and is continuing. The Annual
Page 3 of 17
Rent for the First Extension term shall increase by Two Percent (2%) each year of the First
Extension. All other terms and conditions of this Lease shall be effective during the First
Extension, with the exception of Paragraph 21.
Tenant is granted an additional option to extend the Term for an additional five (5) year
extension term (the “Second Extension”)(years 16-20) on the same terms and conditions as those
applicable to the First Extension.
3. CONDITION OF BUILDING: Tenant is currently in possession of the Building and
hereby acknowledges that it is accepting the Building in its "as is, where is" condition and that
Landlord has no obligation to perform any work or make any repairs therein, except as expressly
set forth and agreed to in paragraph 21 herein.
4. BASE RENT: Tenant shall pay to Landlord as rent for its use of the Building and
exclusive occupation of the Premises commencing on the Commencement Date and continuing
during the Term (“Base Rent”):
Monthly Rent: Annual Rent:
$ 2,450 (years 1-5) $ 29,4001 (years 1-5)
$2,499 (year 6) $29,988 (year 6)
$2,548.98 (year 7) $30,588 (year 7)
$2,600 (year 8) $31,200 (year 8)
$2,652 (year 9) $31,824 (year 9)
$2,705 (year 10) $32,460 (year 10)
Until such time as the Landlord's improvements to the Building, as described in
Paragraph 21 herein, are substantially completed, the Base Rent will be discounted to an amount
equal to Tenant's monthly rent under the Prior Lease, such amount being $2,100 per month.
Upon substantial completion of Landlord's improvements, the Base Rent as contemplated by this
1 Calculated as follows: $9.80 x 3,000 sq ft = $29,400.
Page 4 of 17
Paragraph will apply going forward and the Annual Rent for t hat year will be adjusted
accordingly.
Tenant shall pay Base Rent to Landlord on or before the first day of each month, in
advance, at: City Hall, 5200 Emerald Parkway, Dublin, Ohio 43017, Attn: Finance Director, or
such other place as Landlord may from time to time designate, without any prior demand
therefor and without any deductions or setoffs whatsoever.
If the Term shall commence on a day other than the first day of a calendar month, the
Base Rent for such first fractional month shall be such proportion of the Base Rent as the number
of days in such fractional month bears to the total number of days in such calendar month.
In the event any payment of Base Rent is not received on or before the fifth (5th) day after
it is due, Tenant shall immediately pay as additional rent, without additional demand or notice, a
late charge of fifty dollars ($50.00) in addition to the amount of Base Rent due and owing.
All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to
this Lease shall be deemed additional rent, and in the event of nonpayment, Landlord shall have
all the rights and remedies herein provided for in case of nonpayment of Base Rent.
5. USE: The Building shall be used by Tenant only for offices and community uses and
said Building will not be used for any purpose deemed hazardous by the Landlord's insurance
provider.
Tenant shall, at its sole cost and expense, comply with all laws, orders and ordinances
respecting its use or occupancy of the Building. Tenant shall procure and maintain all licenses
and permits legally necessary for the operation of Tenant’s business in the Building and allow
Landlord to inspect the same upon request.
Notwithstanding anything contained herein, at the option of Landlord, this Lease shall
terminate upon thirty (30) days advance notice from Landlord to Tenant in the event Tenant
ceases to exist or operate an entity organized primarily to promote and develop business and the
business environment in the City of Dublin or ceases to use the Building as its primary office
location.
Page 5 of 17
6. LANDLORD SERVICES FURNISHED: Landlord covenants and agrees to furnish the
following services to the extent required for comfortable occupancy and use of the Premises and
Building during reasonable and customary business hours: (a) upkeep and maintenance of the
grounds of the Building, including, the mowing grass, landscaping, snow removal and curbside
trash and recycling services, all as reasonably necessary; and (b) upkeep and maintenance of
necessary pipes, mains, conduits, wires and cables to the Building for water, gas, electricity,
sewage and telephone service, subject to Paragraph 7 below. Landlord shall be responsible to
make repairs to the following: (i) the plumbing, heating, air conditioning and similar equipmen t,
necessary to keep the same in operating condition; (ii) the roof; (iii) the exterior of the Building
to keep the Building in a safe, clean, and neat and attractive condition; and (iv) the interior walls,
floors and ceilings in the Building (excluding the Premises) to keep same in a safe, clean, and
neat and attractive condition.
Landlord shall not be liable directly or indirectly for any damage or inconvenience
caused by the installation, use or interruption of use of electricity, air conditioning, heati ng or
plumbing service occasioned by fire, accident, strikes, labor troubles, necessary maintenance,
alterations, repairs or other causes beyond Landlord’s reasonable control, including but not
limited to, curtailments, shortages and emergencies regarding utility services, not caused by
Tenant, or Tenant’s employees, invitees, or those acting under Tenant.
7. TENANT’S COVENANTS: Tenant covenants and agrees as follows:
a. Tenant shall pay the Base Rent herein required; and
b. Tenant agrees to contract for and pay for all public utility services rendered or
furnished to the Building during the Term hereof, including, but not limited to, heat,
water, gas, electric, steam, telephone service, and sewer services, together with all taxes,
levies or other charges on such utility services when the same become due and payable.
During the Term hereof Tenant agrees to maintain heat sufficient to heat the Building so
as to avert any damage to the Building on account of cold weather; and
c. Tenant shall pay the cost of all redecorating, painting, furnishing, and purchase of
equipment necessary to facilitate Tenant’s programming needs and use of the Building
Page 6 of 17
and to maintain same in an orderly and clean manner, except as otherwise provided in
Paragraph 21, below; and
d. Tenant shall manage and approve the access to and use of the Building’s common
room (the area depicted in striped yellow/green on the attached Exhibit B) by public
groups and organizations; and
e. Tenant shall report in writing to Landlord any defective condition in the Premises
and Building, of which Tenant becomes aware; and
f. Notwithstanding Paragraph 6, above, Tenant shall pay for any repairs to the
Building or Premises made necessary by any acts or omissions of Tenant, its employees,
agents, patrons or invitees; and
g. Tenant shall bear the risk of loss and damage to all personal property of Tenant
located upon the Premises and Building; and
h. Tenant shall use the Premises and Building in a reasonable manner so as not to
disturb Landlord or adjacent property owners or to damage, destroy or cause waste to the
Premises and Building; and
i. Tenant shall notify Landlord in writing of any accident occurring within the
Premises and Building, of which Tenant becomes aware.
j. Tenant shall provide Landlord a semi-annual report identifying organizations that
reserved the Building during the preceding six months. Such report shall be due on dates
to be mutually agreed to by the Parties.
8. LANDLORD COVENANTS. The Landlord covenants, represents and warrants that
upon completion of the Landlord’s improvements to the Building, as contemplated in Paragraph
21, the Building shall comply with all laws, orders and ordinances, including without limitation,
the Americans with Disabilities Act as amended by the Americans with Disabilities Act
Amendment Act of 2008.
Page 7 of 17
9. LANDLORD’S INSURANCE: Landlord shall at all times during the Term of this Lease
carry fire, casualty, and extended coverage insurance on the Building, including the structural
components (foundations, floors, walls, windows, structural supports, roof, HVAC, electrical
systems, and plumbing) thereof. Landlord shall be under no obligation to maintain insurance on
any improvements installed by or for the benefit of Tenant’s use of the Premises. Landlord may
elect to self-insure its obligations hereunder and/or use whatever deductibles as Landlord deems
appropriate, in its sole discretion.
If the Building shall be damaged, destroyed, or rendered untenantable, in whole or in
part, by or as the result or consequence of fire or other casualty during the term hereof, Landlord
shall repair and restore the same to a good tenantable condition with reasonable dispatch. During
such period of repair, the Base Rent shall abate (i) entirely in case all of the Building is
untenantable; and (ii) proportionately if only a portion of the Building is untenantable and
Tenant is able to conduct its business from the undamaged portion of the Building. The
abatement of Base Rent shall be based upon a fraction, the numerator of which shall be the
square footage of the damaged and unusable area of the Building and the denominator shall be
the total square footage of the Buildings. Said abatement shall cease at such time as the Building
shall be restored to a tenantable condition.
In the event the Premises, because of such damage or destruction, cannot reasonably be
and/or are not actually repaired and restored to a tenantable condition within one hundred fifty
(150) days from the date of receipt of insurance proceeds for such damage or destruction, Tenant
or Landlord may, at their option, terminate this Lease within sixty (60) days following the date
on which the damage occurred or the above referenced one hundred fifty (150) day period, as
applicable, (but prior to the date on which the repair and restoration of same is substantially
underway) by giving prior written notice to the other party and thereupon Landlord and Tenant
shall be released from all future liability and obligations under this Lease.
If one-third (1/3) or more of the ground floor area of the Building is damaged or
destroyed during the last two (2) years of the original or any extended term of this Lease,
Landlord shall have the right to terminate this Lease by written notice to Tenant within sixty (60)
days following such damage or destruction.
Page 8 of 17
If Landlord is required or elects to repair and restore the Building as herein provided,
Tenant shall repair or replace its stock in trade, trade fixtures, furniture, furnishings and
equipment and other improvements including floor coverings for the Premises only and only to
the extent insurance proceeds received by Tenant apply to such repairs or replacement , and if
Tenant has closed, Tenant shall promptly reopen for business.
10. TENANT’S INSURANCE: Tenant shall carry such insurance against loss of its property,
including Tenant Improvements and Betterments (such as floor coverings, wall coverings trade
fixtures) in, on or about the Building and Premises by fire and such other risks as are covered by
so-called all risk and extended coverage property insurance or other hazards in an amount equal
to or greater than the replacement costs thereof. Such policy shall be endorsed to name the
Landlord shown as a loss payee with respect to the Tenant Improvements stated above on any
and all insurance policies. A copy of such endorsement shall be provided to the Landlord upon
written request. Landlord shall not be liable for any damage to Tenant’s property in, on or about
the Building and Premises caused by fire or other insurable hazards regardless of the nature or
cause of such fire or other casualty, and regardless of whether any negligence of Landlord or
Landlord’s employees or agents contributed thereto. Tenant expressly releases Landlord of and
from all liability for any such damage. Tenant insurance policy or policies shall include a waiver
of subrogation recognizing this release from liability.
Tenant agrees to procure and maintain during the Term a policy or policies of liability
insurance, including product and/or completed operations liability and contractual liability
coverage, written by an insurance company or companies insuring Tenant against any and all
losses, claims, demands or actions for injury to or death of any one or more persons and for
damage to property in any one occurrence in the Building and Premises to the limit of not less
than one million dollars ($1,000,000.00) for injury to one person, not less than two million
dollars ($2,000,000.00) for each such occurrence, and not less than one hundred thousand dollars
($100,000.00) for damage to property, or such other coverage limits as Landlord may, from time
to time, deem reasonably necessary and in accordance with customary practices with regard to
such insurable risks. Tenant shall furnish to Landlord certificates evidencing the continuous
existence of such insurance coverage, which must also name Landlord as an additional insured
Page 9 of 17
and be endorsed to be primary and non-contributory with respect to any insurance maintained by
the Landlord.
All insurance companies must be licensed to do business in Ohio. Certificates of
insurance will be provided at the time this Lease is executed. Policies of insurance are to be
endorsed to notify Landlord of any reduction, cancellation or termination of policy and provide
not less than thirty (30) days prior to cancellation or termination, except for non-payment for
which ten (10) days-notice shall be provided.
Tenant agrees to provide and keep in force at all times worker’s compensation insurance
complying with the law of the State of Ohio and Employers Liability Insurance shall also be
obtained, with limits of not less than $1,000,000 per occurrence, accident or employee. Tenant
agrees to provide a certificate as evidence of proof of worker’s compensation coverage.
With respect to any alterations or improvements by Tenant, Tenant shall maintain
contingent liability and builder’s risk coverage naming Landlord as an additional named insured.
If Tenant hires contractors to do any improvements on the Building or Premises, each contractor
must provide a Certificate of Insurance naming the Landlord as additional insured and including
proof of worker’s compensation coverage on its employees and agents to Landlord.
11. TENANT’S INDEMNITY: Tenant shall indemnify Landlord, Landlord’s agents,
employees, officers or directors, against all damages, claims and liabilities arising from any
alleged accident or injury whatsoever caused to any person, firm or corporation during the Term
and to the extent incurred in connection with or arising from the use or occupancy of the
Premises, unless such claim arises from a breach or default in the performance by Landlord of
any covenant or agreement on its part to be performed under this Lease or the negligence of
Landlord. The indemnification herein provided shall include all costs, counsel fees, expenses
and liabilities incurred in connection with any such claim or any action or proceeding brought
thereon. This Paragraph shall survive the Term of the Lease.
12. WAIVER OF SUBROGATION: Landlord and Tenant, and all parties claiming under
each of them, mutually release and discharge each other from all claims and liabilities arising
from or caused by any casualty or hazard covered or required hereunder to be covered in whole
Page 10 of 17
or in part by insurance coverage required to be maintained by the terms of this Lease on the
Premises or the Building or activities conducted within the Premises or the Building, and waive
any right of subrogation which might otherwise exist in or accrue to any person on account
thereof. All policies of insurance required to be maintained by the Parties hereunder shall
contain waiver of subrogation provisions so long as the same are available.
13. ALTERATIONS: Except as outlined in paragraph 21 herein, Tenant will not make, or
permit anyone to make, any alterations in or additions to the Premises or Building; nor will it
install any equipment of any kind that will require any alterations in or additions to the water
system, plumbing system, heating system, air conditioning system, or the electrical system,
without the prior written consent of Landlord. If such consent shall be given by Landlord, all
such work shall be at Tenant’s expense and at such times and in such manner as Landlord may
designate. Tenant shall not permit any mechanic’s or materialmen’s liens to attach to the
Premises or this leasehold interest. Tenant shall perform such alterations in accordance with all
applicable governmental laws and ordinances and in accordance with the terms of this Lease. If
any such alterations, additions or installations are made without such consent or contrary to the
time and manner designated by Landlord, Landlord may correct or remove them and Tenant
shall be liable for any and all expenses incurred by Landlord in the performance of this wor k.
All alterations, additions or installations made by Tenant shall, unless Landlord elects otherwise,
become the property of Landlord and shall remain upon the Premises. In the event Landlord
shall elect to terminate this Lease prior to the end of the Term, such alterations, additions or
installations by Tenant hereof may be removed by the Tenant and Tenant shall repair any
damage caused by such removal, all at Tenant’s sole cost and expense.
14. RIGHT OF ENTRY: Landlord may enter the Premises at all reasonable hours during the
Term hereof, with reasonable advance notice to the Tenant.
15. ASSIGNMENT AND SUBLETTING: Tenant will not assign or encumber this Lease, or
sublet, or suffer or permit the Premises or any part thereof to be used by others, except as
otherwise provided herein. Any assignment or subletting of the Premises by Tenant shall be
considered a default hereunder.
Page 11 of 17
16. DEFAULT: In the event that (a) the Base Rent or other charges required by this Lease
are not paid within ten (10) days after the date due; (b) Tenant fails to comply with any term,
provision, condition or covenant of this Lease (other than the payment of Base Rent or other
charges), and Tenant shall not cure such default within fifteen (15) days after notice to Tenant of
such failure to comply; (c) the Premises shall be deserted or vacated; (d) any petition is filed by
or against Tenant under any section or chapter of any bankruptcy act; (e) Tenant shall become
insolvent or make a transfer in fraud of creditors; (f) Tenant shal l make an assignment for the
benefit of creditors; (g) a receiver of trustee is appointed for a substantial part of the assets of
Tenant and within thirty (30) days thereafter Tenant fails to secure a discharge thereof or (h) this
leasehold interest of Tenant is levied upon under execution, then, in any such events, Landlord
shall have the option to do any of the following in addition to and not in limitation of any remedy
permitted by law or by this Lease:
a. Terminate this Lease, in which event Tenant shall immediately surrender the Premises
to Landlord, but if Tenant fails to do so, Landlord may, without further notice, enter upon the
Premises and expel or remove Tenant and Tenant’s effects, by force and without court
proceedings, and without being liable to prosecution or any claim for damages therefor; and
Tenant agrees to indemnify Landlord for all loss and damage which Landlord may suffer by
reason of such Lease termination, whether through inability to relet the Premises or through
decrease in rent or otherwise.
b. Without terminating this Lease, enter upon the Premises as the agent of Tenant,
without being liable to prosecution or any claim for damages thereon, and relet the Premises as
the agent of Tenant, and receive the rent therefor and Tenant shall pay Landlord any deficiency
that may arise by reason of such reletting, together with Landlord’s expenses incurred in such
reletting, on demand at any time and from time to time.
c. Refrain from terminating this Lease but terminate Tenant’s right of possession until
such default is cured, either by legal action or by force and without court proceedings, and in
such case Landlord may enforce against Tenant the provisions of this Lease for the unexpired
Term hereof.
Page 12 of 17
d. Declare all Base Rent and other payments for the entire unexpired Term of this Lease
at once due and payable, and if not paid forthwith upon Lessor’s demand, then to resort to legal
process for collection of all accelerated payments due under this Lease.
e. Recover, in addition to any other damages set forth in this Lease or permitted at law or
equity, all of Landlord’s expenses incurred with respect to Tenant’s default, including without
limitation reasonable attorney’s fees, commissions, and costs of repair, renovation or alteration
of the Premises.
f. Take any other actions or remedies permitted by law.
17. PERSONAL PROPERTY OF TENANT: Tenant further agrees that all personal property
of every kind or description that may at any time be in or on the Premises shall be at the Tenant’s
sole risk, or at the risk of those claiming under the Tenant, and that the Landlord shall not be
liable for any damage to said property or loss suffered by the business or occupation of the
Tenant caused in any manner whatsoever.
If Tenant fails to remove all its effects from the Premises upon termination of this Lease,
Landlord may at its option remove all or part of said effects in any manner that Landlord may
choose, and store the same without liability to Tenant for loss or damage thereof, and Tenant
shall be liable to Landlord for all expenses incurred in such removal and storage of such effects.
Upon termination of this Lease wherein Tenant shall be liable in any amount to Landlord,
Landlord shall have a lien upon the personal property and effects of Tenant on said Premises,
and Landlord may at its option, without notice, sell at private sale all or part of said property and
effects for such price as Landlord may deem best and apply the proceeds of such sale upon any
amounts due under this Lease from Tenant to Landlord, including the expenses of the removal
and sale.
18. SUBORDINATION: This Lease and any changes or amendments hereto or any renewal
or extensions hereof are subject and subordinate to all underlying leases and mortgages which
may now or hereafter affect the Premises or the Building. This clause shall be self-operative and
no further instrument or subordination need be required by any mortgagee. In confirmation of
such subordination, Tenant shall, if requested by Landlord, execute promptly an instrument
Page 13 of 17
having that effect, or any similar instrument, including estoppel certificates, so requested by
Landlord.
19. HOLDING OVER: If Tenant remains in possession after expiration of the Term hereof,
without Landlord’s acquiescence and written agreement of the Parties, Tenant shall be a month-
to-month tenant subject to all the terms and conditions of this Lease except as to rental. Rental
during the term of any month-to-month tenancy shall be at the rate of one and one half (1.5)
times the monthly rate in effect during the last month of the prescribed Term of this Lease.
20. SURRENDER OF PREMISES: At the termination of this Lease, Tenant shall surrender
the Premises in the same condition that existed at the commencement of the Term, reasonable
wear and tear excepted. Tenant’s obligation to perform this covenant shall survive the expiration
or other termination of the Term of this Lease.
21. IMPROVEMENTS TO BUILDING: The Parties agree to remodeling the Building
during the Term as follows:
a. Tenant and Landlord shall collaborate on design documents to finalize plans that
will be used to construct the improvements as noted on Exhibits B and C, attached hereto
and incorporated by reference herein. Specifically, the costs for such improvements shall
be borne by the Party so designated on Exhibit C. The Parties shall work in good faith on
a schedule for the construction to commence within nine months of executing the Lease
Agreement and to conclude twelve (12) months thereafter.
All alterations, additions or installations made by Tenant shall, unless Landlord
elects otherwise, become the property of Landlord and shall remain upon the Premises.
b. Landlord and Tenant shall each be responsible for the costs of such improvements
as outlined on Exhibit C, such estimated costs provided inclusive of anticipated
architectural fees. Any costs over and above the estimates on Exhibit C with respect to
construction of the improvements shall be independently evaluated and borne by the
Tenant, if such costs are attributed solely to the Premises, and by the Landlord, if such
costs are attributed solely to any portion of the Building and/or Parcel not included in the
Premises. In the event it is not possible to separate the overrun costs between the
Page 14 of 17
respective spaces of each Party, each Party will be responsible for a share of the cost
equal to their pro rata share of the total estimated costs on the attached Exhibit C. Any
costs over and above the estimates on Exhibit C with respect to furnishings provided by
Tenant will be borne by Tenant.
22. QUIET ENJOYMENT: Tenant, upon paying the Base Rent and observing and
performing all the terms, covenants and conditions on its part to be observed and performed, may
peaceably and quietly enjoy the Premises, subject to the terms and conditions of this Lease.
23. NOTICES: Except as otherwise provided in this Lease, any written notices by Landlord
to Tenant shall be by registered or certified mail or hand delivery addressed to Tenant at the
Premises or at such other address as Tenant shall designate by written notice. Any written notice
by Tenant to Landlord shall be by registered or certified mail or hand delivery addressed to
Landlord at the address first hereinabove given for payment of Base Rent, or at such other
address as Landlord shall designate by written notice. Notice shall be deemed delivered when
the same is delivered in person or upon receipt or refusal of receipt.
24. LIABILITY OF LANDLORD: If Landlord shall fail to perform any covenant, term or
condition of this Lease upon Landlord’s part to be performed and, as a consequence of such
default, Tenant shall recover a money judgment against Landlord, such judgment shall be
satisfied only out of the proceeds of sale received upon execution of such judgment and levied
thereon against the right, title and interest of Landlord in the Building, and Landlord shall not
have any personal liability hereunder.
25. APPLICABLE LAW: Tenant and Landlord agree that this Lease shall be interpreted and
construed in accordance with the laws of the State of Ohio.
26. BINDING EFFECT: All the terms, conditions and covenants of this Lease shall inure to
the benefit of and be binding upon the respective heirs, legal representatives, successors and
assigns of the Parties hereto.
27. ENTIRE AGREEMENT: This Lease contains the entire agreement of the Parties and no
representations or agreements, oral or written, not embodied herein or incorporated herein by
Page 15 of 17
reference shall be of any force or effect, and supersedes any prior lease or agreements between
the Parties with respect to the subject matter contained herein, including the Prior Lease.
28. CAPTIONS: Paragraph captions are used for convenience only and shall not limit or
amplify or otherwise constitute a part of the provisions of this Lease.
IN WITNESS WHEREOF, the Parties hereto have caused this Lease to be executed as of
the date first set forth above.
LANDLORD:
City of Dublin, Ohio, an Ohio municipal
corporation
By:_______________________________
Dana L. McDaniel, City Manager
TENANT:
The Dublin Chamber of Commerce,
Incorporated, an Ohio non-profit corporation
By:_______________________________
{Acknowledgements on the following page}
Page 16 of 17
STATE OF OHIO :
COUNTY OF FRANKLIN :
The foregoing instrument was acknowledged before me this ____ day of ___________,
2020 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 OHIO :
COUNTY OF FRANKLIN :
The foregoing instrument was acknowledged before me this ____ day of ___________,
2020, by ____________________, ___________of the Dublin Chamber of Commerce,
Incorporated, and Ohio non-profit corporation on behalf of the corporation.
_____________________________
Notary Public
Approved as to form:
By: ____________________________
Jennifer D. Readler, Law Director
Page 17 of 17
EN00348.Public-00348 4827-4865-5283v1
EXHIBIT A
EXHIBIT C
Estimated Leasehold Improvement Costs
SCOPE Estimated Cost Cost Allocation
Landlord / Tenant
I. Dublin Chamber Suite $70,000 $0/$70,000
Update Existing Offices (x2) $30,000
New full lite glass doors, frames and hardware to offices.
New carpeting in offices. Base to be standard profile cove vinyl.
Add power and IT pathways for new workstations and
furniture layout.
Paint all walls and base casings.
Replace all lighting with LED. Style to match new décor.
Furnishings
Update Front Room (original historic structure) $20,000
Add new full lite glass door and hardware.
Construct full height partition with new door, frame and hardware
for secured Storage Room. New lay-in ceiling.
New carpeting in Reception Area. Base to be standard profile cove vinyl.
Add power and IT pathways for new workstation and furniture layout
Paint all walls in Reception Area. Replace all lighting with LED.
Style to match new décor.
Furnishings $20,000
II.Public ‘BIZ BISTRO’ + ‘Convene’ Meeting Room $70,000 $50,000/$20,000
Remodel area for Business Gathering Space $50,000
Remove existing glass wall and door at hallway.
Add Hospitality Center to include granite top with sink,
under-cabinets, appliances, power, decorative tile wall,
pathway and power for flat screen monitor.
Replace flooring with ceramic plank tile (Bistro) and carpet (Convene)
to match new décor. Replace all existing base with profile vinyl base.
New full lite door, frame and casing.
Paint all walls, ceiling and trim to match new décor.
Rework HVAC ductwork.
Rework lighting for new layout. Fixtures to be LED.
Add Wi-Fi and charging stations.
Furnishings $20,000
III.Public Community Meeting Room with Kitchen:$75,000 $50,000/$25,000
Remodel Community Meeting Room $30,000
Remove the existing closet and kitchenette.
Relocate wall for new alcove in Business Bistro.
Replace/reposition existing doors with new
full lite glass doors and hardware.
New carpet and profile vinyl base.
Paint all walls, ceiling and trim.
Replace all lighting with LED. Style to match new décor.
Add pathway and power for pendent mounted flat screen
monitors x2.
Construct new Kitchen $25,000
Repurpose the existing Women’s Toilet Room into Kitchen for
Community Room use. Island, Cabinets, granite counter tops,
tile wet wall, ceramic plank flooring, profile vinyl base, appliances,
LED lighting, painted walls, ceiling, trims. Finishes to match new décor.
Furnishings $20,000
IV. Public Toilet Rooms $80,000 $80,000/ $0
Construct ADA compliant Public Toilet Rooms $80,000
Work to include adding 200 SF to the building and repurposing
the existing Men’s Toilet Room to accommodate ADA compliant
men’s and women’s restrooms. To include vinyl plank flooring,
tile wet wall, metal toilet partitions, painted walls, ceilings.
Fixtures, finishes, lighting, doors/hardware to match new décor.
The existing housekeeping closet to remain.
V. New Building Entrance $30,000 $30,000/ $0
Expand Building Useable Area and Relocate Front Entry $30,000
Repurpose Existing Entrance Porch to Interior Space
Construct new insulated concrete foundation and slab.
Remove existing patio wall.
Construct new insulated window wall with finishes to match existing.
Construct new building entrance. Work to include new concrete stoop,
covered porch roof, new full lite storefront entrance door with side light
to include ADA compliant hardware, threshold, power door operator,
push plate actuator and electronic card reader.
VI. Interior Hallway Areas $60,000 $60,000 / $0
Front Hallway $25,000
Replace flooring with ceramic plank tile to match new décor.
Replace all existing base with profile vinyl base.
New doors, frames and casings. Ceilings to be wood plank.
Paint all walls to match new décor.
Replace all lighting with LED. Style to match new décor.
Add pathway and power for flat screen monitors
Parking Lot Entrance & Hallway $35,000
Reconfigure for ADA compliant Ingress/Egress.
Install new full lite storefront entrance door to feature ADA compliant
hardware, threshold, power door operator, push plate actuators,
electronic card reader and video doorbell.
Remove hallway storage closets. Straighten wall.
Replace all flooring with ceramic plank tile to match new décor.
Replace all existing base with profile vinyl base.
Replace hallway door and mechanical closet doors with new.
Paint all walls, doors, frames and casings. Ceiling to be wood plank.
to match new décor.
Replace all lighting with LED. New outdoor lighting
Style to match new décor.
VII. Downtown Gateway Pavilion $65,000 $65,000/ $0
Construct Public Outdoor Living Room $50,000
Prepare exterior landscape area for patio
Construct 18’x18’ covered pavilion on 20’x20’ concrete patio.
Add decorative lighting, café seating, Wi-Fi, charging stations,
new building signage, landscaping
Furnishings $15,000
Dublin Chamber of Commerce Building
Chamber’s Historical Background
On Nov. 15, 1988 the Dublin Chamber of Commerce (“the Chamber”) moved into the building located at
129 S. High St. in Historic Dublin (the “Building”). Prior to that, the Building had been constructed and
paid for by the Chamber at non-prevailing wage for $220,000. The City of Dublin (the “City”) loaned the
Chamber the funds to construct the Building at a 4 percent interest rate to be paid over a 20 year
period, with a total cost to the Chamber of $320,000 including interest.
The agreement at the time was that the Chamber would pay the City on a monthly basis until the debt
was satisfied, and once satisfied, the Chamber would purchase the building from the City at a cost of
$1.00. There was no written contract in place, but the agreement was approved by the then-sitting
Dublin City Council, and documented in its meeting minutes.
In 2008, the Chamber had paid its loan to the City in full and the two organizations discussed how the
Chamber should move forward to purchase the building. At that time, the City chose not to sell the
building to the Chamber. After negotiations, the City agreed to lease the Chamber the Building for
$2,100 per month and the Chamber would continue to provide meeting space and public restrooms for
community and business organizations. As of May 2019, the Chamber has paid the City an additional
$273,000 for the use of the Building, totaling $593,000 for the construction and lease of the Building.
Additional Improvements the Chamber has made to the building over the years:
The Chamber has also updated both the interior and exterior of the Building, including the Chamber’s
private offices and the community space. Such updates have included new carpeting, painting the
interior, landscaping, installing public benches, etc. In addition, the Chamber has invested in high quality
conference room furniture and flat screen TVs for use by community groups in the community meeting
space. The Chamber also currently provides public Wi-Fi in the community meeting room, utilities
(heating/cooling), water, cleaning services and supplies for public restrooms, etc.
129 South High
129 South High
129 South High