70-08 OrdinanceRECORD OF ORDINANCES
~o-os
Ordirznnce No.
Passed . 20
AN ORDINANCE AUTHORIZING THE CITY MANAGER
TO ENTER INTO A LEASE AGREEMENT WITH THE
DUBLIN CHAMBER OF COMMERCE FOR THE CITY-
OWNED PROPERTY AT 129 S. HIGH STREET.
WHEREAS, the City of Dublin ("Dublin") owns a building located at 129 South
High Street ("the Premises"); and
WHEREAS, the Dublin Chamber of Commerce ("the Chamber") and Dublin entered
into a twenty year lease agreement ("the Previous Lease Agreement") for the Premises
on July 5, 1988; and
WHEREAS, the Previous Lease Agreement expired on July 5, 2008; and
WHEREAS, since the Previous Lease Agreement has now expired, the City and the
Chamber wish to execute a new Lease, attached as Exhibit A to this Ordinance.
NOW THEREF9RE, BE IT ORDAINED by the Council, of the City of Dublin,
State of Ohio, ~_ of the elected members concurring that:
Section 1. Council hereby authorizes the City Manager to enter into the attached
Lease with the Dublin Chamber of Commerce.
Section 2. This ordinance shall take effect and be in force from and after the earliest
date provided by law.
Passed this l_J~~G~ day of ~ , 2008.
~~
U f C~ Mayor - res din ,Officer
ATTEST:
cf
Clerk of Council
ORDINANCE 70-08
AMENDMENTS TO LEASE AGREEMENT
PASSED 9-15-08
PASSED 6-0 WITH AMENDMENTS TO THE AGREEMENT ITEM 10
(TENANT'S INSURANCE) TO REQUIRE INSURANCE COMPANIES
PROVIDING COVERAGE TO MAINTAIN AN "`A--" RATING OR BETTER
AND TO PROVIDE FOR A COMBINED $1 MILLION SINGLE LIMIT
BODILY INJURY AND PROPERTY DAMAGE POLICY
SCHOTTENSTEIN
ZOX& DU N N~o.~P,
MEMORANDUM
TO: Dublin City Council
Jane S. Brautigam, City Manage~,,.,~ ~. `~ S P)
FROM: Stephen J. Smith, Law Director
Jennifer D. Readler
DATE: August 28, 2008
RE: Ordinance 70-08 -Lease Agreement with the Dublin Chamber of Commerce
For City-Owned Facility at 129 S. High Street
INTRODUCTION:
The Dublin Chamber of Commerce ("the Chamber") and the City of Dublin ("Dublin") entered
into a Lease Agreement ("Lease") on July 5, 1988. The Lease had a twenty year term and
expired on July 5, 2008. Attached is a new lease that we drafted on behalf of Dublin.
TERMS OF THE LEASE:
The key terms of the Lease are as follows:
1. Term: The Lease will last for five years and may be renewed for additional 5 year
increments if both parties agree to the new rental rate terms. Dublin may, however, take
the building back at any time if it determines it is in the best interest of the City to do so,
with 365 days' written notice to the Chamber.
2. Lease Rate: The Chamber was previously paying Dublin $6.40 per square foot, with
certain discounts, that resulted in a yearly lease total of approximately $16,000. The new
lease rate will be $8.40 per square foot, which will result in a yearly lease total of
approximately $25,200.00. The $8.40 figure was arrived at by taking the low range of
the City-obtained appraisal market rate recommendation ($12) and reducing that figure
by 20% for City usage and another 10% for school and community event usage.
Attached is a memorandum from the Finance Department dated May 31, 2007 that
further discusses the historical data on the rental rates.
3. Maintenance: The City is obligated under the new lease to perform all maintenance
duties on the building, including HVAC, plumbing, electrical, snow removal, exterior
building and parking lot maintenance. The Chamber is required to make any cosmetic
enhancements to the interior of the building and pay all utility charges.
Memo re. Ordinance 70-08 -Lease Agreement with Dublin Chamber of Commerce
August 28, 2008
Page 2
4. Insurance: The Chamber is obligated to obtain general liability insurance and name the
City as an additional insured. The City is obligated to maintain property insurance on the
Building.
RECOMMENDATION:
The Law Department recommends approval of Ordinance No. 70-08 and, upon the approval of
the Ordinance, will forward a copy of the Lease to the City Manager for execution.
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Clrl' OF DIIBLIF
Office of the City Manager
5200 Emerald Pazkway • Dublin, OH 43017
Phone: 614-410-4400 • Fax: 614-410-4490
To: Members of Dublin City Council
From: Jane S. Brautigam, City Manager
Date: May 31, 2007
Initiated By: Marsha I. Grigsby, Director of Finance
Michele M. Hoyle, Director of Fiscal Administration
Re: Extension of Lease -Dublin Chamber of Commerce
Memo
Summary
On Wednesday, May 2, 2007, the Finance Committee of City Council met with representatives of the
Dublin Chamber of Commerce (the Chamber) to discuss possible renewal terms for the Chamber's lease
of the City-owned building at 129 S. High Street. While the lease does not expire until July, 2008, the
Chamber wishes to discuss the renewal at this time for budget planning purposes.
The current lease establishes the rental rate at $20,000 per year ($1,667/month based on a rounded
square footage of 3,000 square feet of leased space), or approximately $6.67/square foot. However, the
City discounts that rate by $4,000, or 20 percent, in recognition of the availability of the restrooms in the
building for public use during Chamber regular business hours and of the availability of space for City
use on an as-needed basis. This discount brings the current rate to approximately $5.33/square foot
($1,333/month). Additionally, the current ]ease includes the cost of property insurance as a
responsibility of the Chamber. However, the City has been unable to obtain a certificate of insurance for
the property from the Chamber, and has included the property among those covered by the City.
In a letter dated February 15, 2007, the Chamber suggested a lease rate of $665/month and an extension
of the lease for 20 years from July, 2008. The proposed rate equates to approximately $2.66/square foot
or $7,980/yeaz.
An appraisal dated April 23, 2007, commissioned by the City, establishes the market rate at between
$12-$17 per square foot. Based on the low end of this range, the market rate rent for the building is
approximately $36,000, or $3,000/month. Accounting for continuation of the City use as described in
the current lease, and the restroom availability, continuation of the 20 percent discount reduces that rate
to $9.60/square foot, $28,800/year, or $2,400 per month.
The Chamber also makes space available to school groups and other community organizations, a service
that the Chamber stated benefits the community as a whole and by extension, the City. For this service,
it was suggested that an additional reduction be taken to the rental rate, with the amount of 10 percent
discussed. If this additional discount is applied to the base of $12/square foot, the revised rate becomes
$8.40/squaze foot, $25,200/yeaz, or $2,100/month.
Memo to Council -Chamber Lease Extension
May 31, 2007
Page 2 of 2
Another possible discount was discussed based on various improvements betterments that the Chamber
has considered making to the building, including repaving the parking lot, painting the building, etc.
The suggested value of these potential improvements of $0.50/square foot* further reduces the lease rate
to $7.90/square foot, $23,700/year, or $1,975/month. To recap the adjustments outlined above, please
see attachment A.
In the course of the Finance Committee discussion, other areas in which the City could mitigate some
costs in recognition of the public use of the facility were identified. Those areas included the
continuation of City provision of property insurance for the building, consistent with coverage of other
City-owned buildings, and evaluation of City maintenance of the parking lot.
Recommendation
While the proposed $7.96 per square foot rental rate is higher than the current rate, it is below that of a
comparable facility, and lower than the City's current lease rate for the Dublin Village Tavem (the
Tavern). The current lease rate for the Tavern is $9/square foot, and takes into account improvements
being made by the current lessee at his expense.
The City has an obligation to provide reasonable return on public assets to the taxpayers, and to balance
that obligation against providing facilities to organizations that serve the public within the community.
Based on those considerations, the rate of $7.90/square foot is a reasonable renewal rate for this lease in
July, 2008, with a recommended renewal period of five years.
* The discussion of the value of these possible improvements was based on an estimated value of
$5/square foot, amortized over 10 years.
Attachment
Attachment A
Recap of Proposed Adjustments
Dublin Chamber of Commerce (DCC- Space Lease
(using rounded square footage of 3,000)
Annual Per Square Foot Monthly
Current rental rate per lease $ 20,000 $ 6.67 $ 1,667
Discount for availability for City usage (20%) $ 16,000 $ 5.33 $ 1,333
As proposed by DCC in February 20071etter $ 7,980 $ 2.66 $ 665
Based on 4123!07 appraisal (lowest rate) $ 36,000 $ 12.00 $ 3,000
Proposed discounts discussed at 512107 Finance Committee meeting:
Continuation of current discount for
availability for City usage (20%) $ 28,800 $ 9.60 $ 2,400
Additional discounts for availability for usage
by community groups (10%) $ (3,600) $ (1.20) $ (300)
Proposed reduction for various property bettermentslimprovements
DCC would make to property (e.g., repave parking lot, paint building, etc.) $ (1,500) $ (0.50) $ (125)
Proposed rent based on above reductions S 23,700 $ 7.90 E 1,975
LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") is made and entered into on this day of
2008, (the "Commencement 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").
BACKGROUND INFORMATION
WHEREAS, Landlord is the owner of that 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 "Building");
WHEREAS, Tenant is currently occupying approximately 3,000 square feet of space in
the Building (the ``Premises") pursuant to that certain lease agreement entered into by and
between Landlord and Tenant on July 5, 1988 (the "Prior Lease"); and
WHEREAS, the Prior Lease terminated on July 5, 2008, and the parties hereto desire to
enter into a new lease agreement for the Premises; and
WHEREAS, rent charges must be accounted for in the Lease; and
WHEREAS, Landlord obtained an appraisal on April 23, 2007 for the market rental rate
for the Building from the Robert Weiler Company; and
WHEREAS, the market rate recommended by the Robert Weiler Company was between
$12 and $17 per square foot; and
WHEREAS, Landlord will use the low end of the rental range ($12) as the basis for
computing the square foot rental charge; and
WHEREAS, the Landlord will discount the $12 per square foot fee by 20% in
recognition of the availability of the restrooms in the Building 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 will further discount the $12 per square foot fee by 10% in
recognition of the availability of the Building for school groups and other community
organizations.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledge, the parties hereto agree 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
(HG123932 J
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Landlord, the Premises. During the Term, as herein defined, the location of the Premises shall be
substantially in keeping with its location during the term of the Prior Lease. To the extent that
the Building is configured in such a manner that Landlord requires access through the Premises
and Tenant requires access through the remainder of the Building, the parties hereby grant each
other access through their respective premises as is reasonably necessary, provided such access
does not unreasonably interfere with the business operations of the other. Tenant shall have the
right to use the exterior azeas serving the Building, including the sidewalks and parking lot, in
common with Landlord.
2. TERM: Subject to the provisions of Paragraph 4 below, the term of this Lease
(the "Term") shall commence on the Commencement Date and shall expire at the end of the
sixtieth (60"') full calendar month thereafter. Landlord may, however, terminate this Lease at
any time upon three hundred sixty-five (365) days' written notice to Tenant if it determines it is
in the best interest of the City of Dublin to use the Premises for municipal purposes.
3. CONDITION OF PREMISES: Tenant is currently in possession of the Premises
and hereby acknowledges that it is accepting the Premises in its "as is, where is" condition and
that Landlord has no obligation to perform any work or make any repairs therein, unless
expressly set forth herein.
4. OPTION TERM: Provided Tenant has fully complied with all of the terms,
provisions, and conditions on its part to be performed under this Lease and is not in default under
this Lease, Tenant may, by giving written notice to the Landlord at least one hundred eighty
(180) days prior to the expiration of the Term of this Lease, extend such term for additional
periods of five (5) years each upon the same covenants and agreements as are herein set forth,
except that the rent during the renewal term shall be determined by Landlord and Tenant in good
faith, taking into account the size, age, quality and location of the Premises as compared to
similaz premises. If at least one (1) month prior to the expiration of the Term of this Lease,
Landlord and Tenant have not agreed upon the rent to be paid during the renewal term for the
Premises, then, unless otherwise agreed in writing, Tenant's option to renew this Lease shall
expire and Tenant's exercise of said option shall thereafter become null and void. Term, as
defined herein, shall also include any renewals permitted by this Paragraph 4.
5. BASE RENT: Tenant shall pay to Landlord as rent for the Premises commencing
on the Commencement Date and continuing during the Term (``Base Rent"):
Years: Monthly Rent: Annual Rent:
1-5 $2100.00 $25,200.00
Option: To be determined
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.
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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 (5`") 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.
6. USE: The Premises shall be used by Tenant only for offices and community uses
and said Premises 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 all matters of occupancy, condition or maintenance of the Premises and Building, and
Tenant shall indemnify and hold Landlord harmless from any and all costs or expenses on
account of Tenant's use and occupancy of the Premises and Building. Tenant shall procure and
maintain all licenses and permits legally necessary for the operation of Tenant's business in the
Premises 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 Premises as its primary office.
7. 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) the removal of trash and debris
from the grounds, including snow removal of the parking lot and the maintenance of the parking
lot, all as Landlord deems 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 8 below. Subject to Paragraph 8 below, Landlord shall be
responsible to make repairs or replacements to the following: (i) the plumbing, heating, air
conditioning and similar equipment, 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, heating 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, nor caused by
Tenant, or Tenant's employees, invitees, or those acting under Tenant.
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8. TENANT'S COVENANTS: Tenant covenants and agrees as follows:
(a) Tenant shall pay the Base Rent herein required;
(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, trash, and sewer services, together with all taxes, levies or
other charges on such utility services when the same become due and payable. Tenant also
agrees to care for the garden area on the Premises, except for the irrigation system. During the
Term hereof or any renewal or extension period Tenant agrees to maintain heat sufficient to heat
the Building so as to avert any damage to the Building on account of cold weather;
(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 Premises and to
maintain same in an orderly and clean manner;
(d) Tenant shall report in writing to Landlord any defective condition in the Premises
and Building;
(e) Notwithstanding Paragraph 7, 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;
(f) Tenant shall beaz the risk of loss and damage to all personal property of Tenant
located upon the Premises and Building and agrees that (i) Landlord shall not be liable for any
injury, death, loss or damage to person or property occurring upon the Premises or Building, and
(ii) Tenant shall save Landlord harmless from all claims, loss, cost (including reasonable
attorney's fees) and damages arising from Tenant's use and occupancy of the Premises and
Building;
(g) 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
(h) Tenant shall notify Landlord in writing of any accident occurring within the
Premises and Building.
9. LANDLORD'S INSURANCE: Landlord shall at all times during the Term of
this Lease carry fire, casualty, commercial general liability coverage 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
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such period of repair, the Base Rent shall abate (i) entirely in case all of the Premises is
untenantable; and (ii) proportionately if only a portion of the Premises is untenantable and
Tenant is able to conduct its business from the undamaged portion of the Premises. 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 Premises and the denominator shall be
the total squaze footage of the Premises. Said abatement shall cease at such time as the Premises
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.
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, 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 in, on or about the Building and Premises by fire and such other risks as are covered by
all risk and extended coverage property insurance or other hazards in an amount equal to or
greater than the replacement costs thereof. Landlord shall be shown as a loss payable on any and
all insurance policies. 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 agrees that its 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, with product and/or completed operations liability and blanket contractual coverage,
written by a responsible 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 five hundred thousand dollars ($500,000.00) for injury to one person, not less than one
million dollars ($1,000,000.00) for each such occurrence, and not less than fifty thousand dollars
($50,000.00) 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 regazd to
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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.
All insurance companies must be licensed to do business in Ohio. Certificates of insurance will
be provided at the time this Lease is executed. Certificates of insurance are to specify
notification to Landlord of cancellation or termination of policy not less than ten (10) days prior
to cancellation or termination.
Tenant agrees to provide and keep in force at all times worker's compensation insurance
complying with the law of the State of Ohio. Tenant agrees to defend, indemnify and hold
harmless Landlord from all actions or claims of Tenant's employees or employee's family
members. 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 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,
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.
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 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 with the prior written consent of Landlord, 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.
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
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expenses incurred by Landlord in the performance of this work. 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 otherwise at the
termination of this Lease, such alterations, additions or installations shall be removed by Tenant
at the end of the Term hereof 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.
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. Any
assignment or subletting of the Premises by Tenant shall be considered a default hereunder.
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
teen, 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 shall 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.
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(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 bylaw.
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 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.
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21. 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.
22. 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 5200 Emerald Parkway, Dublin, Ohio 43017, Attention: City Manager, 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.
23. APPLICABLE LAW: Tenant and Landlord agree that this Lease shall be
interpreted and construed in accordance with the laws of the State of Ohio.
24. 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.
25. 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 reference shall be of any force or effect.
26. 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.
Signed and acknowledged LANDLORD:
in the presence of:
City of Dublin, Ohio, an Ohio municipal
corporation
By:
Print Name:
Print Name:
Jane Brautigam, City Manager
TENANT:
The Dublin Chamber of Commerce,
Incorporated,
an Ohio non-profit corporation
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Print Name:
Print Name:
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By:
Its:
Print Name:
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STATE OF OHIO
COUNTY OF FRANKLIN
ss
The foregoing instrument was acknowledged before me this day of ,
2008, by Jane Brautigam, the City Manager of the City of Dublin, Ohio, an Ohio municipal
corporation, for and on behalf of said municipal corporation.
Notary Public
STATE OF OHIO
COUNTY OF FRANKLIN
ss
The foregoing instrument was acknowledged before me this day of
2008, by ,the of the Dublin Chamber of
Commerce, Incorporated, an Ohio non-profit corporation, for and on behalf of said non-profit
corporation.
Notary Public
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