11-09 ResolutionRECORD OF RESOLUTIONS
Inc.. Form No. 30045
1 ~.-09
Resolutiorz N`o. Passed
20
A RESOLUTION AUTHORIZING THE CITY
MANAGER TO ENTER INTO AN AGREEMENT
WITH SUBWAY REAL ESTATE CORPORATION FOR
THE OPERATION OF A SUBWAY WITHIN THE
DUBLIN COMMUNITY RECREATION CENTER
WHEREAS, the City of Dublin (the "City") desires to have limited food and
beverage service at the Dublin Community Recreation Center ("DCRC"); and
WHEREAS, the City desires to make available to DCRC patrons healthy food and
beverage options, and to enhance the services provided at the DCRC; and
WHEREAS, the Subway Real Estate Corporation ("Subway") is an independent
entity which possesses the requisite skill and experience necessary to furnish food and
beverage service at the DCRC; and
WHEREAS, the City believes that the food and beverages offered by Subway would
be successful and beneficial to the visitors and guests of the DCRC.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin,
State of Ohio, ~ of the elected members concurring that:
Section 1. As set forth above, the food and beverages offered by Subway would be
beneficial to the visitors and guests of the Dublin Community Recreation Center.
Section 2. Council authorizes the City Manager to sign an Agreement substantially
similar to what is attached hereto as Exhibit A.
Section 3. This Resolution shall take effect and be in force from and after the earliest
date permitted by law.
Passed this ~~ day of , 2009.
nn
Mayor -Presiding Officer
ATTEST:
,~ ~~ n~~~
Clerk of Council
CITY OF DUBLIN,.
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017-1090
Phone: 614-410-4400 • Fax: 614-410-4490
To: Members of Dublin City Council
From: Terry Foegler, City Manager ~ ~/~.
Date: March 12, 2009
Initiated By: Matt Earman, Director of Recreation Services
Memo
Re: Resolution 11-09 -Agreement with Subway Real Estate Corporation for Operation
of a Subway Restaurant within the Dublin Community Recreation Center
Background
As Council will recall, in 2007 the City requested proposals for a cafe operation inside the Dublin
Community Recreation Center (DCRC) in response to patrons' requests to improve the quality of food
and beverage services inside the facility. After receiving only one acceptable proposal, the City entered
into a Lease Agreement with the TehKu Tea Company in November that year. In August 2008, TehKu
ceased operations due to its inability to prosper.
In view of the issues with TehKu and in an effort to maximize the prospect for future success, staff
conducted a patron survey seeking input on preferred types of service and menu options and developed
criteria to be used in determining the best alternative. A list of the primary criteria includes the
following:
The ability to provide prompt service for all menu options
A variety of healthy food options consistent with the results of the patron survey
A business strategy with proven success inside a public recreation center with similar offerings
of the DCRC
Summary
Rather than repeating the previously ineffective request for proposals process, staff focused on
identifying businesses that had proven solutions capable of meeting the criteria. During the search, staff
was only able to identify one business proven to be successful serving a public recreation center. It was
discovered that the community center (Natatorium) in Cuyahoga Falls, Ohio opened a Subway
restaurant in the City's Natatorium after coping with similar challenges and comparable requests from
its patrons. Cuyahoga Falls representatives expressed that Subway's services are highly valued among
their patrons, and the relationship has proven to be quite successful for both parties over the past three
years. Based on staff's findings, there are no other known successful restaurant models that exist in
public recreation centers, other than those owned and operated as an internal service.
Staff has since had discussions with Subway representatives to explore the possibility of opening a
similar franchised restaurant inside the DCRC. After lengthy discussions, Subway has submitted a
proposal outlining a business plan that demonstrates its ability to serve high quality products, a variety
of healthy food options preferred by the DCRC patrons, awell-known brand, and an established
business strategy proven successful in another public facility similar to the DCRC.
Memo re. Resolution 11-09 -Agreement -Subway Restaurant at DCRC
March 12, 2009
Page 2 of 2
Staff also received proposals from two individuals wanting to explore potential cafe start-up
opportunities inside the DCRC. It was determined that neither of these individuals had an established
business, a proven business strategy nor experience operating similar types of businesses in public
recreation center venues. No other proven business alternatives have been identified, nor has staff
received any inquiries from other businesses expressing an interest in providing a full service food and
beverage operation in the DCRC.
Based on staffs findings and experiences over the past several months, discussions with Subway have
continued and resulted in a proposed Lease Agreement to operate a restaurant inside the DCRC. Staff
from the City's Building Standards Department has met on site with Subway representatives and
determined that the proposed construction modifications to the DCRC do not present any major Code
issues.
The details of the proposed Agreement have also been reviewed and accepted by the City's Law
Director's Office. Following are key items within the Agreement:
• Construction of the operation will be consistent with standard logos, colors and
design of typical Subway restaurants (conceptual photo attached);
• Subway will offer its full restaurant menu, including a variety of sandwiches, soups,
salads, snacks, breakfast items, fountain drinks, coffee and teas (full menu attached);
• Hours of operation will be consistent with the posted hours of the DCRC;
• The duration of the Agreement will be for a total of five (5), two (2) year,
automatically renewed periods;
• Signage will be limited to the interior of the DCRC only and at the discretion of the
City;
• Rent will be paid by Subway to the City in the annual amount of $10,500 for the first
year, $12,000 for the second year, with an automatic increase of 3% for each
subsequent year.
Attached is a copy of the proposed Agreement in its entirety, a sample food and beverage menu
expected to be offered, a map of the proposed Subway's location inside the DCRC, and a sample
photograph of the proposed decor concept to be constructed. If approved by Council, it is anticipated
the Subway store could potentially be in full operation within 8 to 12 weeks upon execution of this
Agreement.
Recommendation
It is staff s opinion that the possibility of opening a Subway restaurant inside the DCRC is an incredible
opportunity for DCRC patrons and offers the most viable option to successfully accommodate the
multiple requests for a quality food and beverage operation. Therefore, staff recommends Council's
approval Resolution 11-09 authorizing the Lease Agreement for Subway to construct and operate a
restaurant inside the DCRC.
xxxDRAFTx**
LEASE AGREEMENT
This Lease Agreement (``Agreement") is made and entered into this day of
2009 by and between the City of Dublin, Ohio ("Landlord"), an Ohio
Municipal Corporation with offices located at 5200 Emerald Parkway, Dublin, Ohio
43017, and Subway Real Estate Corp. ("Tenant'), a Delaware corporation with offices
located at 325 Bic Dr., Milford, CT 06461 (Landlord and Tenant are individually
referred to as "Party" and collectively as "Parties").
RECITALS
WHEREAS, Landlord is a municipal corporation and operates the Dublin
Community Recreation Center (``DCRC") for the health and benefit of the residents of
the City of Dublin;
WHEREAS, Landlord desires to have healthy food and beverage services
available to patrons of the DCRC;
WHEREAS, Tenant operates as a franchise for the Subway sandwiches chain; and
WHEREAS, the Parties desire to enter into this Agreement to allow Tenant to
operate a Subway restaurant in the DCRC.
NOW, THEREFORE, in consideration of the mutual promises and benefits
contained herein, the Parties agree as follows:
PROVISIONS
I. Lease.
Landlord hereby leases to Tenant space in the DCRC, said premises located at
5600 Post Road, Dublin, Ohio 43017, containing approx. 240 square feet, so that Tenant
may construct and maintain a Subway restaurant within the DCRC ("Leased Premises'')
for the sole purpose of providing food and beverage services to patrons of the DCRC and
the general public. The dimensions of the Leased Premises are further described on
Exhibit "A", attached hereto and incorporated herein.
II. Term.
A. This Agreement shall become effective in accordance with Rl of the
attached Rider.
B. This Agreement shall have an initial term of two (2) years from the
Effective Date (``Initial Term").
[H1415011.3 }
C. After the Initial Term, this Agreement shall automatically renew for
four (4) additional two (2) year renewal periods unless Tenant gives notice
to Landlord of its intent not to renew at least thirty (30) prior to the
expiration of the then current term.
D. Any renewals shall be subject to the terms and conditions contained herein
and any additional terms and conditions that are agreed to by the parties in
writing.
III. Tenant Obligations and Prohibitions.
A. Tenant shall be responsible for furnishing all equipment, manpower, and
other related items required to satisfy its obligations under this Agreement.
Landlord is not responsible for providing any equipment, manpower, and
other related items unless specifically set forth herein.
B. During the term of this Agreement:
1. Tenant, at its sole expense, shall provide all equipment that is
necessary to satisfy its obligations under this Agreement,
including, but not limited to signs, menu boards, other advertising
materials, cash register, shopping bags, triplicate receipt books,
and/or credit card machine. Landlord, in its sole discretion, shall
have final approval over all signs, menu boards, or other
advertising materials. Notwithstanding anything in this lease to the
contrary, Tenant may use the Franchisor's standard logo and
colors. Tenant may use the Franchisor's standard advertising, to be
posted in various areas in the recreation center (to be determined
and agreed upon by Landlord and Tenant).
2. Intentionally Deleted
3. Tenant, at its sole expense, shall procure, supply and post in places
to be designated by Landlord all permits and licenses necessary for
operating food and beverage services at the DCRC.
4. Tenant, at its sole expense, shall provide responsible and reliable
staff during all hours of operation.
5. Tenant and/or their staff are solely responsible for all setup and
tear-down of display area and products.
6. Tenant and/or their staff are solely responsible for the storage of all
products. Landlord is not responsible for any products left
unattended or unsecured.
{H1415011.3} Z
7. Tenant shall maintain a clean and safe working environment as
established under any applicable health and safety standards.
C. During the term of this Agreement, Tenant shall be strictly prohibited
from:
1. Making alterations, changes or revamping, moving or remodeling
of the DCRC, without prior written permission from Landlord.
Notwithstanding anything to the contrary, Tenant may use the
Franchisor's standard interior decor. (Which has been pre-
approved by Landlord.)
2. Making use of any Landlord property or service to conduct the
food and beverage operation other than as described in this
Agreement without prior approval from Landlord.
3. Selling and/or displaying any alcoholic beverages and/or alcohol
related products.
4. Selling and/or displaying any item or product that would be
inconsistent with any vendor and/or sponsorship agreement that
Landlord may have with any third party. Landlord shall provide
Tenant with a list of all current vendor and/or sponsorship
agreements. In addition, Landlord shall use its best efforts to
provide Tenant with prior notice of any future vendor and/or
sponsorship agreements. Notwithstanding the forgoing to the
contrary, Tenant shall be permitted to sell all items on its national
menu as required by the Franchisor, including but not limited,
Coca-Cola, Lays, etc.
5. From using the City of Dublin logo without specific prior written
approval from Landlord.
6. Displaying any signs or other advertisements on the DCRC
grounds or other City property without specific prior written
approval from Landlord. Landlord shall not approve the use of any
external building signs on the DCRC grounds. This prohibition
shall not apply to any advertising and/or signage that is part of an
event sponsorship agreement with Landlord.
7. Accessing any areas in the DCRC not specifically authorized in
this Agreement.
IV. Landlord Responsibilities.
{H14~SON.3} 3
Landlord shall provide:
A. Sufficient space within the DCRC to conduct the food and beverage
operation as described in Exhibit "A".
B. Activity schedules for the DCRC during the period of the operation for the
purpose of identifying peak activity levels and potential conflicts of
service.
C. Trash removal services from facility trash containers and dumpster
service. Landlord shall not be responsible for uncontained trash clean-up
of the immediate food and beverage operation.
D. Reasonable utility costs associated with the food and beverage operation,
to include access to water and electricity. Tenant shall be permitted to use
only utilities of the nature and amount as approved by Landlord. Use of
any additional utilities must be approved by Landlord prior to their use.
E. Reasonable access to the refuse dumpster for normal waste that is
generated by Tenant at the DCRC. Landlord, at its sole discretion, may
limit access to the refuse dumpster.
F. Subject to terms and conditions contained herein, access to the DCRC.
G. Reasonable access to the DCRC catering kitchen for food preparation
during scheduled times agreed to by the Parties. Use of any equipment
within the kitchen must be approved by Landlord prior to its use.
UTILITY SERVICES ARE PROVIDED SOLELY FOR THE
CONVENIENCE OF TENANT WITHOUT WARRANTY AND/OR
REPRESENTATIONS. TENANT SPECIFICALLY ACKNOWLEDGES AND
AGREES THAT LANDLORD SHALL HAVE NO LIABILITY FOR ANY
CLAIMS WHATSOEVER RELATING TO THE PROVISION OF UTILITIES OR
FOR ANY FAILURE TO PROVIDE UTILITIES.
V. Rent /Taxes.
A. The rent due to Landlord from Tenant for the first year under this
Agreement shall be Ten Thousand Five Hundred Dollars (S1Q500.00)
annually ("Rent"). The Rent shall be paid as follows:
1. For the first three (3) months of the first year during the term,
Tenant shall compensate Landlord in the amount of Five Hundred
Dollars ($500.00) per month, the first payment being due on the
Rent Commencement Date (see Rl of the attached Rider) and the
following two (2) payments due on the first day of each month.
{n,a, so,,.a } 4
2. For the remaining nine (9) months of the first year during the term,
Tenant shall compensate Landlord in the amount of One Thousand
Dollars ($1,000.00) per month, payment due on the first day of
each month.
B. The rent due to Landlord from Tenant for the second year under this
Agreement shall be Twelve Thousand Dollars ($12,000.00) annually
("Rent"). Tenant shall compensate Landlord in the amount of One
Thousand Dollars ($1,000.00) per month, payment due on the first day of
each month.
C. For each year after the second year that this Agreement remains in effect,
the Rent shall be increased in an amount equal to three percent (3%) of the
previous year's Rent. Payment of this Rent shall be subject to the same
terms and payment schedule as set forth above.
D. Rent shall be payable to Landlord at the address designated by Landlord,
without demand, notice or set off.
E. Intentionally Deleted.
F. In the event the Leased Premises are not exempt from real estate taxes at
any time applicable to the term, Tenant agrees that it shall pay its pro-rata
share of real estate taxes assessed against the tax parcel or parcels
comprising the Leased Premises for all such periods. Tenant's pro-rata
share is determined by a fraction; the numerator shall be the square
footage of the Leased Premises (240 square feet) and the denominator
shall be the square footage of all leasable area in the development. Upon
receipt of each applicable tax bill, Landlord shall deliver same to Tenant
within five (5) days thereof, and Tenant shall pay the real estate taxes then
due and owing directly to the appropriate taxing authority no less than
fifteen (15) days prior to the date they are due. Within forty-eight (48)
hours following each of such payments, Tenant shall deliver to Landlord a
copy of a paid receipt received from the applicable taxing authority.
Taxes shall be prorated as of the Effective Date and the expiration or
earlier termination of this Agreement. Tenant acknowledges that real
estate taxes are paid a yeaz in arreazs, and therefore, Tenant will be
responsible for the payment of real estate taxes, if any, assessed to the
Leased Premises for the last year of the term, although same will not
become due and payable until a date or dates following the expiration of
the Agreement. Therefore, upon receipt of any and all tax bills for any
such period, Landlord shall deliver same to Tenant within five (5) days
thereof, and Tenant shall, within thirty (30) days following receipt of
same, reimburse Landlord for any and all real estate taxes paid by
Landlord for any period of time applicable to the term. Notwithstanding
{H1415011.3} cJ
anything herein to the contrary, Landlord shall be responsible for the
payment of any real estate taxes which become due and payable during the
term but are applicable to any period of time prior to the commencement
of the term. Tenant specifically acknowledges that this obligation in
intended to survive the termination of this Agreement.
G. Tenant hereby further agrees to withhold all municipal income taxes due
or payable under the provisions of Chapter 35 of the Codified Ordinances
of Dublin, Ohio, for wages, salaries and commissions paid to its
employees and further agrees that any of its subcontractors shall be
required to agree to withhold any such municipal income taxes due under
such chapter for services performed under this contract.
VI. Holding Over.
The failure of Tenant to surrender the Leased Premises upon the termination of
the original lease term or extension, and the subsequent holding over by Tenant, without
consent of the Landlord, shall result in the creation of a tenancy for month to month at a
monthly rental of one hundred and twenty five percent (125%) of the last month's rent
under the prior term of the Agreement, payable on the first day of each month during the
month to month tenancy. This provision does not give Tenant any right to hold over. All
other terms and conditions of this Agreement shall remain in full force during any month
to month tenancy hereunder.
VII. Landlord Access.
Landlord reserves the right to enter the Leased Premises during reasonable hours
and upon providing Tenant with three (3) days advance written notice in order to make
inspection, repairs, or for any other reasonable cause as determined by Landlord. In the
event of an emergency Landlord shall have the right to enter the Leased Premises.
VIII. Relationship of the Parties.
A. The parties acknowledge and agree that Tenant is an independent
contractor and is not an agent or employee of Landlord. Tenant is leasing
space from Landlord to provide food and beverage services at the DCRC.
B. The Agreement and the attached exhibits are the sole and complete
agreement between the parties with respect to the services furnished by
Tenant. Landlord and Tenant are fully independent and non-affiliated
entities and nothing in this Agreement shall be construed to constitute the
relationship between Tenant with Landlord as a partnership, association,
master/servant or joint venture.
IX. Indemnification.
[H141 Wi1.3} 6
TENANT AGREES TO INDEMNIFY, PROTECT DEFEND AND HOLD
HARMLESS DUBLIN AND ITS ELECTED OFFICIALS OFFICERS
EMPLOYEES AGENTS AND VOLUNTEERS FROM AND AGAINST ANY
CLAIMS, COSTS (INCLUDING REASONABLE ATTORNEY'S FEES AND
COURT COSTS), EXPENSES, DAMAGES, LIABILITIES, OBLIGATIONS
LOSSES OR JUDGMENTS TO THE EXTENT ARISING OUT OF OR IN
CONNECTION WITH ANY CLAIM DEMAND OR ACTION MADE IF SUCH
CLAIMS COSTS EXPENSES DAMAGES LIABILITIES OBLIGATIONS
LOSSES OR JUDGMENTS ARE DIRECTLY OR INDIRECTLY RELATED TO
TENANT'S FURNISHING OR FAILING TO FURNISH EQUIPMENT AND/OR
SERVICES AS REQUIRED HEREIN.
To the extent aermitted by Law, Landlord acknowledges mutual indemnification
pursuant to this Section.
X. Insurance.
A. Tenant shall provide Landlord with a copy of an appropriate Certificate of
Insurance evidencing a comprehensive general liability policy (occurrence
form) including personal injury liability, broad form property damage,
operations liability, and contractual liability in an amount not less than
One Million Five Hundred Thousand Dollars and No Cents (U.S.
$1,500,000.00) which covers the direct and indirect acts and omissions of
the Tenant, its officers, agents, contractors, employees, members, or
guests. Landlord reserves the right to require additional insurance as may
be required by the Tenant's insurance carrier. Tenant's Certificate of
Insurance shall be in a form acceptable to the Law Director of the City of
Dublin, Ohio.
B. Additionally, said policies of insurance shall name the City of Dublin, its
elected officials, officers, employees, agents and volunteers as additional
insureds for incidents arising out of any obligations under this Agreement.
C. Tenant is solely responsible for obtaining insurance coverage for any
equipment, personal property, merchandise and/or products that it uses
and/or provides in connection with rendering services under this
Agreement.
XI. Workers' Compensation.
Tenant shall also supply Landlord with a copy of Tenant's workers' compensation
certificate, in amounts sufficient to satisfy local legal requirements, which covers its
Tenant's employees.
XII. Restrictions Against Mechanic's Liens.
~Ht 61501 t.3}
Tenant shall pay and settle all expenses and liabilities arising out of or in any way
connected with any and all construction, repairs, alterations, or maintenance of the
premises, and all liens of mechanic's and materialmen, and all liens of a similar
character, arising out of or growing out of the construction, repair, alteration, or
maintenance of the premises, provided said work was performed by the Tenant.
XIII. Conduct/Danger.
A. This Agreement may be immediately terminated without penalty if, in
Landlord's sole judgment, service and/or goods provided pursuant to this
Agreement expose Tenant, any employee of Tenant, any employee of any
company contracted by Tenant or of Landlord, its officials, employees,
volunteers, residents, or guests to severe property damage, bodily injury,
death, or civil strife of any kind.
B. The DCRC is intended to have a family atmosphere and to be appropriate
for City of Dublin residents, guests and other visitors. As such, Tenant
and/or its employees, staff, or agent shall be prohibited from engaging in
any conduct, action, gestures or language that would be inappropriate in
such a setting.
C. Landlord reserves the right to request removal of items including pictures,
posters, billboards, merchandise and other items used by or worn by
Tenant and/or its employees, staff or agent if, in Landlord's sole
discretion, the material is not appropriate and/or conducive to the family
atmosphere of the DCRC.
XIV. Equipment.
A. Landlord has on the DCRC grounds certain equipment, tools and other
machinery that are complicated and complex in nature (collectively known
as "Equipment") and if used improperly, without due caution or skill, can
be potentially hazardous to both the user of the Equipment and bystanders.
Tenant understands and acknowledges that such potential hazards may
exist with the use of such Equipment. The use of this Equipment is
intended to be strictly limited to persons who possess the appropriate
knowledge and training to properly and safely operate the Equipment. In
the event that Tenant, its employees, agents, staff or volunteers use such
Equipment, Tenant acknowledges that it (or its employees, agents, staff or
volunteers) possesses the appropriate knowledge and training to properly
and safely operate the Equipment and hereby specifically shall indemnify,
protect and defend Landlord and its elected officials, officers, employees,
agents, volunteers and invitees against or from any claims, costs,
expenses, damages or liabilities occumng or arising out of Tenant's (or its
employees, agents, staff or volunteers) action or inaction (either direct or
indirect) regarding its use or the operation of the Equipment on the DCRC
~H1415011.3}
grounds. Additionally, Tenant acknowledges and agrees that it is solely
responsible for damages that occur to the Equipment while the Equipment
is being used and/or operated by Tenant, its employees, agents, staff or
volunteers.
B. Tenant shall be strictly prohibited from using of any tools, equipment or
other machinery owned or under the control of Landlord on the DCRC
grounds unless specifically authorized by Landlord. In the event that
Landlord does authorize the use of any tools, equipment or other
machinery owned or under the control of Landlord, Landlord reserves the
right to require Tenant, its employees and staff to attend training on the
proper use of the tools, equipment or other machinery.
XV. Hours of Operation.
A. Hours of operation shall be during the general operating hours of the
DCRC. DCRC hours of operation are subject to change at Landlord's sole
discretion.
B. Landlord is not responsible for any loss of revenue resulting from planned
or unplanned closure of the DCRC, or the Tenant's inability to operate for
conditions including but not limited to inclement weather, utility outages,
special events, and other conditions or occurrences beyond the control of
the DCRC.
C. Landlord shall provide access to the DCRC so that Tenant can conduct the
food and beverage operations. Access shall be strictly limited to the areas
specifically designated by Landlord for food and beverage sales. In
addition, Tenant shall have access to the kitchen area and janitor closet.
Further, Tenant shall also be allowed access to a large storage area,
provided by Landlord at no additional charge, suitable for a standard size
walk-in cooler and freezer and any other miscellaneous equipment and
tables necessary to operate the restaurant. (See also Exhibit A)
D. Attached hereto as Exhibit "B" and incorporated herein is a map outlining
the specific areas to which Tenant shall have access on the DCRC
grounds. Landlord, in its sole discretion, may amend the map thereby
limiting or expanding Tenant right of access to the DCRC grounds.
E. Access shall only be permitted during normal hours of operation. Tenant
shall not be permitted to access the DCRC at any time when DCRC staff is
not present.
F. In addition, Landlord, in its sole discretion, reserves the right, without
penalty, to prohibit access during special city events including, but not
{H149501~3} 9
limited to, the Dublin Irish Festival and Spooktacular.
XVI. Products to be Offered for Sale and Existing /Future Vendors
A. Tenant acknowledges that Landlord may already have entered into, and
may in the future enter into, agreements with other vendors or sponsors
with respect to the sale of goods and/or beverages at the DCRC, including,
but not limited to current vending machines. Tenant hereby expressly
concedes that the existence of said agreements and any future
modifications do not and shall not constitute a breach of this Agreement
by Landlord.
B. Landlord reserves the right to sell items, including all types of food and
beverages from vending machines in the DCRC.
C. At the time this Agreement is executed, Tenant agrees that it is not aware
of any prohibition in any of its current vendor or sponsor agreements that
would prohibit Landlord and/or Tenant from entering into this Agreement.
SEE RIDER
XVII. Catering/Special Events.
Tenant shall have anon-exclusive right to provide catering and/or food service for
conferences, meetings or other events at the DCRC. Landlord shall provide information
on Tenant's services and products to any person or group who reserves any room/meeting
location at the DCRC.
XVIII. Discrimination.
No discrimination for reasons of race, religion,' sex, age or country of national
origin shall be permitted or authorized by Landlord and/or Tenant in connection with the
famishing of equipment and/or services as required under this Agreement.
XIX. Compliance.
A. Tenant shall be solely responsible for ensuring that the equipment and/or
services provided herein comply with all federal, state and local laws.
Additionally, Tenant agrees to comply with any applicable heath, safety
and/or fire rules and regulations.
B. Nothing in this Agreement shall require the commission or any act
contrary to any law or any rules or regulations of any union, guild, or other
body having jurisdiction over the services of Tenant.
{H14150N.3 }
C. Whenever there is any conflict between any provision of the Agreement,
and any new law, rule, or regulation, such law, rule or regulation shall
prevail and this Agreement shall be curtailed, modified, or limited only to
the extent necessary to eliminate such conflict.
XX. Modification of Contract.
A. This Agreement may not be changed, modified, or altered except by an
instrument, in writing, that is mutually agreed to by the parties and signed
in accordance with the laws of the State of Ohio.
B. This Agreement and any attachments or exhibits are the sole and complete
agreement between the parties with respect to the famishing of equipment
and/or services herein.
XXL Assignment/Sublease.
The following provision(s) shall not apply to an assignment/sublease authorized by
the attached Rider.
Tenant shall not assign this Agreement or sublease the Leased Premises, or any
right or privilege connected therewith, or allow any other person, except agents,
employees, and customers of the Tenant, to occupy the Leased Premises or any part
thereof, without first obtaining the written consent of Landlord. A consent by Landlord
shall not be a consent for a subsequent assignment, sublease or occupation by other
persons. An unauthorized assignment, sublease, or license to occupy by Tenant, shall be
void and shall terminate the lease at the option of the Landlord. The interest of the
Tenant in this Agreement is not assignable by operation of law, without the written
consent of the Landlord.
Notwithstanding the above paragraph, Tenant may assign this Lease or sublet the
Leased Premises to any bona-fide Subway licensee/franchisee without the prior consent
of or written notice to Landlord. Such assignment or subletting shall not alter Tenants
responsibility to Landlord under this Lease. Landlord agrees to accept the Rent from
Tenant, its assignee, or sublessee.
XXII. Choice of Law and Forum.
Any controversy or claim, whether based upon contract, statute, tort, fraud,
misrepresentation or other legal or equitable theory, related directly or indirectly to this
Agreement, whether between the Parties, or of any of the Party's employees, agents or
affiliated businesses, will be resolved under the laws of the State of Ohio, in a court of
competent jurisdiction in Franklin County, Ohio.
XXIII. Termination.
{H14150t 1.3 } 11
A. In the event that either Party commits a material breach of the Agreement,
the non-breaching Party shall notify the breaching Party in writing of said
material breach and the breaching Party shall have thirty (30) days from
receipt of this written notice to cure the breach. Should the breaching
party fail to cure the material breach during the allotted thirty (30) day
period, then the non-breaching Partyshall be in default.
B. Intentionally Deleted
C. Landlord and Tenant acknowledge and agree that the Parties have
expended considerable resources and incurred significant financial
obligations in preparing the DCRC for the implementation of food and
beverage service as contemplated under this Agreement. In the event that
this Agreement is terminated for any reason whatsoever, Tenant is entitled
to remove any and all of their personal property and trade fixtures from
the DCRC. In the event that Tenant decides to remove such trade fixtures,
Tenant shall be responsible for returning the Leased Premises to a
condition acceptable to Landlord. Such conditions shall be consistent with
the surrounding areas.
D. However, if Tenant has made improvements to the Leased Premises
which, if removed, would cause damage to the Leased Premises, then this
improvement shall become the property of Landlord. In the event that
Tenant decides to remove such property, Tenant shall be responsible for
returning the Leased Premises to a condition acceptable to Landlord. Such
conditions shall be consistent with the surrounding areas.
E. Any improvements made by Tenant shall be conducted in a workmanlike
manner and performed in compliance with all applicable building code
laws and ordinances.
SEE RIDER
XXIV. Notices.
Any written notices under this Agreement shall be deemed properly given if sent
by registered or certified mail, postage prepaid, or by nationally recognized overnight
delivery services or by facsimile to the address specified below, unless otherwise
provided for in this Agreement:
Landlord:
Mr. Matthew Earman
Director of Recreation Services
Tenant: SEE RIDER
{Htatsotta} 12
City of Dublin
5600 Post Road
Dublin, Ohio 43017
XXV. Paragraph Headings.
Paragraph headings are inserted in this Agreement for convenience only and are
not to be used in interpreting this Agreement.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
[H16~ SOt 1.3) 13
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth in the above preamble:
BY:
BY:
City of Dublin, Ohio ("Landlord")
Terry Foegler, City Manager
Subway Real Estate Corp. ("Tenant")
Approved as to Form:
Law Director, City of Dublin
{eaai soy a,a } 14
CERTIFICATION
I hereby certify that neither I, nor Subway Real Estate Corp. Subway Real Estate Corp.,
is disqualified under Ohio Revised Code x'3517.13 from being awarded this contract by
the City of Dublin due to contributions that have been made by me, partners,
shareholders, or other owners of Subway Real Estate Corp., my spouse, their spouses, my
children, children of other Subway Real Estate Corp. partners, shareholders, or other
owners, political action committees affiliated with Subway Real Estate Corp., and
collectively by any combination of the aforementioned individuals and entities. [Only
applicable to contributions made since January 1, 200'7.]
I certify that during the term of this contract and for one year thereafter neither I nor any
partner, shareholder, or other owner of Subway Real Estate Corp., my spouse, their
spouses, my children, children of other partners, shareholders, and other owners, political
action committees affiliated with Subway Real Estate Corp., and each of the
aforementioned individuals and entities combined will make any contribution to
candidates of elected officials of the City of Dublin that violates Ohio Revised Code
§3517.13.
I recognize that any contract awarded in violation of Ohio Revised Code ~ 3517.13 may
be rescinded and that fines three times any amount contributed in violation of Ohio
Revised Code X3517.13 may be recoverable by the State of Ohio. I further recognize
that, pursuant to Ohio Revised Code 3517.992(R)(3), knowingly making a false statement
on this certification is a fifth degree felony.
SIGNATURE
PRINTED NAME
TITLE
DATE
[H~415011.3} 1 5
EXHIBIT A
Description of Leased Premises
• Two Hundred and Forty (240) square foot space
• Located in the northeast hallway of the DCRC
• Large storage area, provided by Landlord at no additional charge, suitable for a
standard size walk-in cooler and freezer and any other miscellaneous equipment
and tables necessary to operate the restaurant.
• Tenant shall be allowed adouble-wide bottled cooler, chip rack, and Fuze/coffee
counter on the other side of the Subway sandwich unit. Further, Landlord will
allow Tenant to run a water line over the ceiling and bring it down to the
Fuze/coffee counter.
{H14~ 5011.3 } 16
ExxisiT s
Map of Tenant Access
(H1415011.3) ~ 7
''%~ ~~h ` ~~"''~ -~' ~-Kitchen/Storage
# ~~`~`
•` - ;;-~~.~~p~~b~ ® ~~~-;-:,~ M~ ~ Exhibit B
~ ~{:. ,_ ~_ - ~~~y ~ ~' ~~L~ ~ Access Map
:; } ' y ^i % ~~~
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~ .~~*..}'~=y _ '~ Subway
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Rider to Lease dated the day of _
between City of Dublin, Ohio, ("Landlord")
("Tenant"). Premises will be known as:
2009, made by and
and Subway Real Estate Corp.,
Dublin Community Recreation Center ("DCRC")
5600 Post Road
Dublin, Ohio 43017
Notwithstanding any clause in this Lease to the contrary, the following provisions
shall prevail:
Definitions
The following terms when used hereinafter shall be defined as follows:
Building:
The Landlord's property (including the land), of which demised premises
comprise a portion.
Premises:
The portion of the Building which is leased to Tenant.
Rl. This Lease and all of its corresponding rights and obligations other than the
payment of Rent shall commence when all of the following requirements have been met
("Lease Commencement Date"): 1) Completion of Landlord's work and delivery of
possession, 2) Receipt by Tenant of all necessary approvals and permits and 3)
acceptance of the Premises by Tenant as evidenced by Tenant's written
acknowledgement of receipt and acceptance of a letter of possession from Landlord
(Exhibit C).
The Rent shall commence ninety (90) days after the Lease Commencement Date,
("Rent Commencement Date'.
Upon the Lease Commencement Date, Tenant shall be entitled to the use and
possession of the Premises for the purposes of renovation and remodeling.
R2. Tenant may assign this Lease or sublet the Premises to any bona-fide
licensee/franchisee of Doctor's Associates Inc. ("DAI") doing business as a SUBWAY®
sandwich shop, without the prior consent of or written notice to the Landlord. Such
assignment or subletting shall not alter the Tenant's responsibility to the Landlord under
this Lease. Landlord agrees to accept rent from the Tenant, its assignee or sublessee.
{H1415011.3 f
Landlord and Tenant agree that the purpose of this Lease is to sublet the
Premises to an authorized Subway® licensee/franchisee of Doctor's Associates Inc.
Should Tenant not succeed in obtaining an executed sublease within sixty (60) days of
the execution of this Lease, Tenant may, at Tenant's option, void this Lease upon
written notice.
R3. LANDLORD RECOGNIZES AND ACKNOWLEDGES THAT TENANT IS A
DELAWARE CORPORATION AND THAT TENANT'S ASSETS CONSIST ALMOST
EXCLUSIVELY OF LEASES, SUBLEASES, AND OPTIONS TO PURCHASE LEASED
PREMISES. LANDLORD ALSO RECOGNIZES AND ACKNOWLEDGES THAT
TENANT WAS ORGANIZED PRINCIPALLY FOR THE PURPOSE OF
NEGOTIATING AND DRAFTING LEASES WITH A VIEW TOWARDS SUBLETTING
THE LEASED PREMISES TO FRANCHISEES/LICENSEES OF DOCTOR'S
ASSOCIATES, INC. LANDLORD RECOGNIZES AND ACKNOWLEDGES THAT IT
HAS BEEN ADVISED THAT DAI IS A FLORIDA CORPORATION THAT OWNS ALL
RIGHTS TO AWARD FRANCHISES FOR SUBWAY® SANDWICH SHOPS AND
THAT LANDLORD HAS ALSO BEEN ADVISED THAT TENANT HAS NO RIGHTS
WHATSOEVER TO AWARD FRANCHISES FOR SUBWAY® SANDWICH SHOPS
OR COLLECT ANY FRANCHISE RELATED ROYALTIES FROM ANY PROSPECTIVE
SUBLESSEE OF THE PREMISES. LANDLORD RECOGNIZES AND
ACKNOWLEDGES THAT IT HAS BEEN GIVEN AN OPPORTUNITY, WHETHER BY
ITSELF OR WITH THE ASSISTANCE OF ITS PROFESSIONAL ADVISORS, TO
MAKE INQUIRY OF TENANT'S FINANCIAL STATUS AND TO EVALUATE SAID
STATUS TO ITS SATISFACTION. LANDLORD HAS EITHER MADE SUCH
INQUIRY AND IS SATISFIED WITH THE RESPONSE TO SUCH INQUIRY OR
HAS AFFIRMATIVELY AND VOLUNTARILY DETERMINED NOT TO DO SO.
LANDLORD FURTHER RECOGNIZES AND ACKNOWLEDGES THAT NO PERSON
OR ENTITY OTHER THAN TENANT HAS MADE ANY REPRESENTATIONS OF ANY
KIND WITH REGARD TO THE ABILITY OF TENANT TO PERFORM TENANT'S
OBLIGATIONS HEREUNDER. LANDLORD ALSO RECOGNIZES AND
ACKNOWLEDGES THAT TENANT INTENDS TO SUBLEASE THE PREMISES TO A
PERSON(S) WHO HAS OR WILL BE AWARDED AFRANCHISE/LICENSE FOR A
SUBWAY® SANDWICH SHOP FROM DOCTOR'S ASSOCIATES, INC., UNDER
WHICH SUBLEASE THE SUBLESSEE WILL PAY RENT DIRECTLY TO LANDLORD
SO THAT THE RENTAL PAYMENT FROM SUCH SUBLESSEE WILL NORMALLY
NOT BE RECEIVED OR HELD BY TENANT. ALTHOUGH THE SUBLESSEE MAY
OPEN A BUSINESS OPERATION DOING BUSINESS AS A SUBWAY®
SANDWICH SHOP AND MAY HAVE FRANCHISE AND OTHER BUSINESS
RELATIONSHIPS WITH CORPORATIONS RELATED TO OR ASSOCIATED BY THE
GENERAL PUBLIC WITH "SUBWAY," AS IT IS COMMONLY KNOWN,
LANDLORD RECOGNIZES AND ACKNOWLEDGES THAT THE SOLE AND
EXCLUSIVE PERSON OR ENTITY AGAINST WHICH IT MAY SEEK DAMAGES OR
ANY REMEDIES UNDER THIS OR ANY OTHER DOCUMENT IN WHICH THE
LANDLORD AND TENANT OR LANDLORD AND SUBLESSEE ARE PARTIES,
WHETHER FOR UNPAID RENT AND ASSOCIATED DAMAGES, CLAIMS OF
UN7UST ENRICHMENT, CLAIMS OF UNFAIR TRADE PRACTICES, OR ANY
OTHER THEORY OF RECOVERY OF ANY KIND OR NATURE, IS TENANT OR
SUBLESSEE. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
~H1415011.3 } ~ 9
THERE WILL NOT BE ANY LIABILITY WHATSOEVER AGAINST (A) DOCTOR'S
ASSOCIATES, INC., ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES
AND/OR AGENTS, AND/OR (B) ANY PERSONS AND ENTITIES WHO ARE THE
SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AND/OR AGENTS OF
THE TENANT. SUCH EXCULPATION OF LIABILITY SHALL BE ABSOLUTE AND
WITHOUT ANY EXCEPTION WHATSOEVER.
R4. Tenant's use shall be defined as a restaurant for on and off premises
consumption or for any other lawful purpose. Landlord acknowledges that Tenant's
menu consists primarily of sandwiches wraps, salads and related items and that from
time to time Tenant may add test items to its menu. Landlord further agrees that
Tenant may add, delete and/or change its menu without the prior consent of the
Landlord provided that Tenant complies with all local codes and ordinances, and that the
Landlord has no preexisting agreements prohibiting such menu additions. Tenant may
sell fruit smoothies and/or yogurt. In no event shall Tenant's menu be construed as
limited to sandwiches and salads. Landlord acknowledges that the normal operation of
Tenant's business will create certain aromas including but not limited to the aroma of
baking bread. No changes or additions by the Landlord will inhibit access to or visibility
of the Premises.
R5. Landlord and Tenant acknowledge that it is extremely important that rent be
paid in a timely manner as required by this Lease. Since Tenant may sublet the
Premises to a licensee/franchisee of Doctor's Associates Inc. and the licensee/franchisee
may pay rent directly to Landlord, Tenant does not receive rental income and will not
know if rent has not been paid. Since the parties recognize that time is of the essence
in this matter, Landlord agrees to give written notice to Tenant within thirty (30) days of
any failure to perform any of the terms or conditions of this Lease by Tenant, its
sublessee, or assignee. Failure of Landlord to give such notice will constitute a waiver
of monetary and non-monetary claims against Tenant. Any notice which is to be given
to Tenant shall be deemed sufficiently given if sent by Certified or Registered Mail,
postage prepaid, addressed as follows:
(1) Tenant:
Subway Real Estate Corp.
325 Bic Drive
Milford, CT 06461,
(2) To the Development Agent at:
Quality Sandwiches of Ohio
2155 Strathshire Hall Lane
Powell, OH 43065, and
(3) And the demised premises.
Landlord address for notice is: City of Dublin, 5600 Post Rd., Dublin, Ohio
43017. Attn: Matthew Earman
(H1415011.3 ~ 20
The customary receipt shall be conclusive evidence of service, and notices shall
be effective as of the date of mailing thereof. Landlord agrees to accept rent at the
above-referenced address.
Any change in the Landlord entity (including, but not limited to; property
ownership, address for notices, etc.) must be authorized in writing by the named
landlord, its mortgagor, or by court order and sent to all the required notification parties
as listed above. Absent such acceptable authorization, Tenant shall not be in default of
this Lease if it continues to pay rent, nor shall it lose any of its rights or privileges
(including, but not limited to; renewal options) as specified herein.
R6. For good and valuable consideration, Landlord agrees to the following provision:
In the event of a default by the Tenant, Landlord acknowledges an affirmative duty to
mitigate damages and shall in no event accelerate rent due to the remainder of the
term. Further, Landlord and Tenant agree that Tenant's liability upon default shall not
exceed one (1) month's base rent or the remainder due pursuant to this Lease,
whichever is less. Upon the termination of this Lease, whether in accordance with this
section or otherwise, Tenant shall be permitted access to the Premises to remove any
and all logo or trademark items. Such items shall include, but shall not be limited to,
signage and murals.
R7. Tenant may, at Tenant's option, terminate this Lease at any time. In the event
Tenant chooses to exercise this option, Tenant shall be required to pay to the Landlord
a sum of money equal to one (1) month's base rent or rent for the remainder of the
term, whichever is less. If Tenant elects to exercise this option, it shall give Landlord at
least thirty (30) days written notice thereof, which notice shall designate the date of
termination and the Lease shall expire on such date. Tenant shall make the payment
required by this section within thirty (30) days after such termination.
R8. Landlord agrees not to sell, lease, let, use or permit to be used, any property
owned by it within one mile of the Dublin Community Recreation Center ("DCRC'~ now
or at any time during the initial term of this Lease or any renewal thereof to any entity
which sells or serves deli-style or submarine sandwiches as their primary business.
Further, current tenants shall be prohibited from adding items to their menus which
conflict with this exclusive right. Note: Special annual events shall be excluded from
this provision, as outside vendors are invited to sell their menu items during these
events (ie. The Irish Festival and "Spooktacular~.
Landlord warrants that Tenant shall not be in violation of any other exclusive
rights when this Lease commences. Further, to the extent permitted by law, Landlord
shall indemnify and hold the Tenant harmless from any third party claim or suit
regarding any other exclusive right granted by Landlord. Landlord agrees to provide the
Tenant with all current and future exclusivity agreements with other tenants.
R9. On or before the expiration or earlier termination of this Lease, Tenant shall
surrender to Landlord the leased premises and all of Tenant's alterations and fixtures
broom clean, in good order and condition, excepting reasonable wear and tear. Tenant
{N1615011.3) 21
may, but shall not be required to remove those alterations or improvements to the
leased premises which are installed by Tenant and which are trade fixtures which may
be removed without material damage to the lease premises and which are in the nature
of furniture, movable refrigeration, movable cooking equipment, storage and display
cases, counter shelves and racks. All other alterations and fixtures including,
without limitation, those in the nature of ventilating, air conditioning, unmovable
refrigeration, unmovable cooking equipment, plumbing, sprinkling systems, outlets,
partitions, doors, vaults, paneling, molding or flooring shall be surrendered with the
leased premises and Tenant need not remove them.
R10. Upon fifteen (15) days written request from the Tenant, Landlord agrees to
acknowledge and deliver to the Tenant a Memorandum of Lease, attached hereto as
Exhibit A.
Landlord hereby appoints the Tenant its attorney-in-fact for purposes of
completing the Memorandum of Lease on behalf of the Landlord and to record the
Memorandum with the local recording authority. The Landlord agrees that the Tenant
and any third party requiring access to the Memorandum, may rely upon the information
contained therein as being accurate.
Rll. Landlord, within fifteen (15) days of Tenant's request, shall deliver to Tenant an
executed, written, Estoppel Certificate (attached hereto as Exhibit B) identifying Tenant
and this Lease and certifying and confirming, in addition to any information or
confirmation Tenant may reasonably require, the following:
A. That this Lease is either unmodified since its execution and in full force and effect,
or modified since its execution but still in full force and effect as modified;
B. That Tenant is not in default of any of its obligations under this Lease;
C. The Lease Term, Rent Commencement Date, Expiration Date, Current Rent,
Renewal Periods remaining as to the Leased Premises for which the Estoppel Certificate
applies.
In the event Landlord shall fail to return such statement within fifteen (15) days
of Tenant's request, Tenant shall presume that there are no defaults, monetary or non-
monetary, under the lease and Landlord shall be estopped from rebutting such
presumption. Tenant may rely on such Certificate as true and correct. The information
contained within the Estoppel Certificate shall be binding upon the Landlord, its
assignees and successors in interest.
Rig. Prior to the commencement of Tenant's construction, the parties agree that in
the event Tenant's sublessee is unable to secure financing to construct the premises as
{H1415011.3 E 22
a Subway Sandwich Shop, Tenant may terminate this lease upon written notice to
Landlord without any penalty or cost. Upon receipt of the notice, landlord agrees to
immediately return any security deposits and prepaid rents to Tenant.
WITNESS: Landlord: City of Dublin, Ohio
WITNESS:
Tenant:
SUBWAY REAL ESTATE CORP.
{H141501 t.3 E 23
Exhibit A
MEMORANDUM OF LEASE
(SAMPLE DOCUMENT - DO NOT SIGN)
This is a Memorandum of Lease for the Lease executed on the
between Subway Real Estate Corp.(Grantee) a corporation
organized under the laws of the State of Delaware, having its principal office at 325 Bic Drive,
Milford, CT 06461, hereinafter called "the Tenant," and
(Grantor), a organized under the laws of the State of
having its principal office at:
hereinafter called "the Landlord."
For the purpose of this document and/or the Lease, as well as the exhibits/schedules
executed by the Landlord and Tenant, the terms "Landlord" and "Lessor' as used shall be deemed
synonymous and the terms "Tenant" and "Lessee" as used shall be deemed synonymous.
The Landlord leases [o [he Tenant [he premises as described in [he Lease:
1. Premises:
Store Number:
Located at:
Legal Description attached as Exhibit (If applicable)
Parcel Identification Number
State of County of _
2. Term:
The Lease is for a term of years
3. Renewal (Option) Periods:
The Tenant shall have the right to renew this lease for: period(s) of year(s)
(H~4150113} ~ 24
In Witness whereof the "LANDLORD" has hereunto executed this document this day of
200 .
LANDLORD:
Store Number:
Located
Signature
Printed Name
Title
Witness
Witness
Printed Witness Name Printed Witness Name
STATE OF
COUNTY OF
{Ht4150~ 1.3 } 25
On this the day of in the Year
before me,
the undersigned, a Notary Public in and for said State, personally appeared
personally known to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledge to me
that he/she/they executed the same in his/her, their capacity(ies), and that by his/her/their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
Notary Public
(Notary Seal)
My Commission Expires:
iH1415011.3 F 26
In Witness whereof the "TENANT" has hereunto executed this document this day of
2008
TENANT: Subway Real Estate Corp.
1-itle
Witness:
Printed Name Printed Name
STATE OF CONNECTICUT
COUNTY OF NEW HAVEN
On this the day of in the Year before me, the undersigned, a Notary Public in
and for said State, personally appeared duly authorized by
Subway Real Estate Corp. and personally known to me to be the individual(s) whose name(s) is
(are) subscribed to the within instrument and acknowledge to me that he/she/they executed the
same in his/her, their capacity(ies), and that by his/her/their signature(s) on the instrument, the
individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.
Notary Public
County of New Haven
(Notary Seal)
My Commission Expires:
~H1415011.3 } 27
EXHH3IT B
ESTOPPEL CERTIFICATE
(SAMPLE DOCUMENT - DO NOT SIGN)
The undersigned represents that he is the Landlord, or the legal representative of the Landlord, of the
premises located a[
The undersigned further represents that the
following is a true and accurate statement of rent due, related charges, security deposit and last month's rent
held by the landlord for the above-mentioned premises.
The fixed or minimum monthly rental presently payable under the terms of the Lease is $ per
month and has been paid through ,
Al! rent, escalation rent, charges for taxes, maintenance and common areas, cost of living increases payable
under the terms of the Lease has been paid through and the Lessee is not presently in
default of any of the terms or conditions of the Lease.
All other additional rent, if any, payable under the terms of the Lease has been paid through ,
ZO
As of this date, Lease arrears are as follows:
Type Amount Due As Of
Rent
Taxes thm
Common Area
Assessments
Insurance
{H1415011.3 } 28
Advertising
Other
TOTAL
The amount of the security deposit under the Lease is $
Other then as stated above, there are no monies owed under the Lease for the premises between
and
dated nor are there any
defaults of [he Lease by the tenant as of such date.
The expiration date of the term of said Lease is .The Master Lease provides for
renewal terms. In the event the Master Lease provides for renewal options, notification of
renewal or non-renewal must be sent to the Landlord no later than:
(Dates of Notification)
The Master Lease has been modified, supplemented, or amended time(s). (Copies of the
documents must be attached hereto)
The following applies to the aforementioned Master Lease (check one):
The undersigned is the owner, or agent of the owner of the premises, and no other Master Lease
exists, or;
Another Master Lease/Ground Lease for the premises exists between the undersigned and
dated a copy of which is attached.
The undersigned Landlord representative of the Landlord hereby acknowledges that the Master Lease and
any Amendments to it remain unchanged and in full force and effect. The Landlord understands that
pursuant to the terms of the Master Lease that all changes must be agreed to by the parties to that document
in writing.
LANDLORD: (Please Print)
{Ht4t 50tt3t Z9
ADDRESS:
CITY:
PHONE:
STATE: ZIP:
LANDLORD'S SIGNATURE: DATE:
(REV. t/OS)
{H141501 t3} 3(]
NOTARIZATION FOR AN INDIVIDUAL
STATE OF )
)ss:
COUNTY OF )
On this day of 20 before me appeared
to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act and deed.
My
NOTARIZATION
STATE OF
FOR
A
Notary
Commission
Public
Expires:
CORPORATION
{Htat SOt 1.3) 3~
)ss:
COUNTY OF )
On this day of 20_ before me personally came
to me known, who, by me duly sworn, did depose and say that
deponent resides at that deponent is the of, the corporation
described in, and which executed the foregoing Agreement, that deponent knows the seal of the
corporation, that the seal affixed to the agreement is the corporate seal, that it was affixed by order of the
Board of Directors of the corporation; and the deponent signed deponent's name by like order.
Notary Public
My Commission Expires:
NOTARIZATION FOR A PARTNERSHIP
STATE OF
)ss:
COUNTY OF )
On this day of , ~0 before me, the undersigned, a Notary Public in and for
said County and State, personally appeared
known to me to be the person who executed the within instrument as a Partner of
,partnership, and acknowledged to me that the partnership executed the
same.
Notary Public
My Commission Expires:
(H1415011.3 E 32
EXHIBIT C
LETTER OF
Re: Delivery of Possession, Subway® restaurant located at
Dear Tenant:
In accordance with the Lease Aereement between the parties dated 200 ,Landlord
warrants by signature below that all of it's construction obligations under the lease are complete and the
premises is hereby delivered to Tenant on 200. Execution of this Letter of Possession by Tenant
shall signify the delivery of possession and acceptance of same by Tenant and satisfy the obligations of
section of the (ease.
Sincerely,
Landlord
date
I, the undersigned, hereby acceptable the delivery of the Premises from Landlord to Tenant.
Tenant
date
tn,auo„ a } 33
{eaaawi~a) 34
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