Resolution 68-12RECORD OF RESOLUTIONS
Dayton Legal Blank, Inc. Fonn No. 30045
68-12
uResolution No. Passed 20
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER
INTO AN AGREEMENT WITH TIME WARNER CABLE MIDWEST
LLC AMENDING A PREVIOUSLY EXECUTED LEASE AGREEMENT
DATED APRIL 23, 1997 TO ALLOW TIME WARNER CABLE
MIDWEST LLC TO INSTALL AND MAINTAIN FIBERS WITHIN
THE DUBLINK FACILITIES, TO EXPAND TIME WARNER CABLE
MIDWEST LLC'S EXISTING FACILITIES, AND TO ACCEPT
CERTAIN QUITCLAIM BILLS OF SALE.
WHEREAS, the City of Dublin ("Dublin's entered into a Lease Agreement dated April
23, 1997 ("Lease') with Time Warner Cable Midwest LLC ("Time Warner's as
successor in interest to Time Warner Entertainment Company, L.P.; and
WHEREAS, Time Warner desires to install fibers and construct additional
improvements (collectively "Improvements' on real property owned by Dublin that is
in addition to the real property leased by Time Warner under the Lease ("Leased
Property'; and
WHEREAS, Dublin agrees that Time Warner, at Time Warner's own cost and
expense, may install and construct the desired Improvements; and
WHEREAS, the Time Warner's Improvements will be located on real property that is
owned by Dublin and on the Leased Property; and
WHEREAS, Dublin and Time Warner desire to amend certain terms of the Lease by
executing a First Amendment to Lease to allow for the installation and construction of
- the Improvements.
NOWTHE EFORE, BE IT RESOLVED by the Council of the City of Dublin, State
of Ohio, of the elected members concurring that:
Section 1. The City Manager is hereby authorized to execute a First Amendment to
Lease ("Amendment's between the City of Dublin and Time Warner Cable Midwest
LLC, said document amending the original Lease Agreement entered into by the
Parties on April 23, 1997 to allow Time Warner Cable Midwest LLC to install and
maintain additional fibers along the routes described and depicted in the Amendment
and expand Time Warner Cable Midwest LLC's existing facilities.
Section 2. The City Manager is further authorized to execute all Quitclaim Bills of
Sale described in the First Amendment to Lease accepting the Improvements further
described therein.
Section 3. This Resolution shall take effect and be in force from and after the
earliest date permitted by law.
Passed this r t -cc day of X,410e�2012.
Mayor —re ding Officer
ATTEST:
Clerk of Council
Office of the City Manager
5200 Emerald Parkway Dublin, OH 43017-1090 Memo
CITY OF DUBLIN_ Phone: 614-410-4400 • ax: 614-410-4490
To: Dublin City Council
From: Marsha Grigsby, City Manager \N
Date: November 15, 2012
Initiated By: Dana McDaniel, Deputy City Manager
Greg Dunn, Ice Miller LLP
Re: Resolution 68-12 - First Amendment to Lease (Commo Hub) — Time Warner
Cable Midwest LLC
Summary & Background
Staff recommends Council adopt Resolution 68-12, authorizing the City Manager to enter
into an Agreement with Time Warner Cable Midwest LLC ("Time Warner").
Dublin and Time Warner originally entered into a Lease Agreement ("Lease") on April 23,
1997 by which Time Warner leased certain property from Dublin to install and operate
fibers and to construct a "Commo Hub" on said property. This Lease will terminate on
April 22, 2027. Time Warner now desires to amend the Lease to expand the existing
Commo Hub on the same property, and will then quitclaim certain fibers and
improvements to Dublin as consideration for such an amendment. Time Warner desires to
enhance its own operations for data, voice and video services, as well as off-site data
storage and access to cloud computing.
Staff recommends that Council approve the execution of the First Amendment to Lease,
which will amend the prior Lease Agreement to comport with Time Warner's and Dublin's
intentions. This Amendment will merely expand the footprint of the original Lease, and
will not affect the April 22, 2027 termination date. Negotiations for this Amendment have
been ongoing for over one year. In anticipation of advancing the proposed Amendment to
Council, Time Warner first obtained approval from Planning & Zoning Commission ("PZC")
regarding their desired expansion. Attachment 1 is the staff presentation regarding the
proposed Commo Hub expansion, originally prepared by Jennifer Rauch. This presentation
summarizes Time Warner's intent and the conditions upon which it was approved by PZC.
PZC approved the amended final development plan on September 15, 2011. Once the
fiber and improvements are constructed and installed, Time Warner will quitclaim fiber
back to Dublin. The fiber provided to Dublin will be used to serve the North and South
Pools, which have previously experienced connectivity issues. Additionally, the extension
of these fibers will further penetrate the City beyond the original Dublink geography,
which has been a long term goal for the system. This expanded geography will benefit
both the fiber and wife systems. The fiber routes are depicted at the end of Attachment 1.
Memo re. Resolution 68-12 First Amendment to Lease with Time Warner Cable Midwest, Inc.
November 15, 2012
Page 2 of 2
Recommendation
Staff recommends approval of Resolution 68-12. Approving Resolution 68-12 is in keeping
with the previous reasons for agreeing to the original Commo Hub placement:
1. This venture will enable the City to receive benefit from land otherwise
inaccessible for recreational purposes.
2. The proposed facility does not take away from any accessible parkland.
3. The proposed facility complements the City's storage facility in appearance
and adds to the outbuilding/agricultural appearance along that portion of
Post Road.
4. Deters the need for Time Warner to seek another site, which may be difficult
to locate within the desired area and may impact land better suited for other
commercial development.
5. Continues to promote cooperation and innovation needed to support
telecommunications infrastructure.
6. Will enable Time Warner to boost its signal and enhance many functional
and operational needs to the existing system, which will benefit Dublin
residents and businesses.
7. Further enhance the institutional fiber network among City facilities and
provide further penetration into areas beyond Dublink's current geographic
reach.
8. Enhancements to the City's fiber will also benefit the City's wife system.
9. Staff opines that the quitclaim to the City of newly constructed fiber as
presented in the attached and in the Amended Lease Agreement is of fair
value for the exchange of the expanded use of the City's property.
Please contact Dana McDaniel with any questions you may have.
Attachment 1
Coffman Park PUD
Time Warner Hub
5588 Post Road
Case: 11-053AFDP
Amended Final Development Plan
Case Manager: Jennifer M. Rauch, AICP
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PZC: September 15, 2011 ® Amended Final Development Plan
Existing Commo Hub
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Proposed Site Plan
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Proposed Modifications
• Building Addition
• Screening Wall Extension
• New Bio -retention Basin
• Path Relocation
• Foundation Plantings
PZC: September 15, 2011 Amended Final Development Plan
East Elevation
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Existing
Proposed Elevations
Proposed
PZC: September 15, 2011 Amended Final Development Plan
South Elevation
Proposed Elevations
North Elevation
PZC: September 15, 2011
Amended Final Development Plan
Planning and Zoning Commission Recommendation:
Approval with 4 Conditions
1. The three existing and the three proposed through -wall HVAC units
must be painted to match the building, subject to Planning
approval.
2. The applicant work with Planning to ensure the bio -retention area
is properly graded and the plant material is planted in the
appropriate locations to ensure the basin works correctly.
3. The existing and proposed chain link fence be replaced with a
concrete masonry wall along the east elevation and a solid wood
fence and gate be located along the north side to match the
existing materials and colors.
4. The applicant install foundation plantings per Code, subject to
approval by Planning.
PZC: September 15, 2011
Amended Final Development Plan
6
Proposed Site Plan
Proposed Modifications
• Building Addition
• Fence Extension
• New Bioretention Basin
• Path Relocation
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FIRST AMENDMENT TO LEASE
THIS FIRST AMENDMENT TO LEASE (the "Amendment") is made effective as of the
day of , 2012, by and between The City of Dublin, Ohio, an Ohio municipal
corporation ("Landlord"), and Time Warner Entertainment Company, L.P., a Delaware limited
partnership, d/b/a Time Warner Cable through its West Region — Mid -Ohio ("Tenant").
WITNESSETH:
WHEREAS, Landlord and Tenant entered into a Lease Agreement dated April 23, 1997
(the "Lease"), for the existing demised premises located in Franklin County, Ohio, more
particularly described on Exhibit A attached hereto and incorporated herein; and
WHEREAS, Tenant desires to construct Tenant's Improvements (as hereinafter defined)
on the existing demised premises and on real property owned by Landlord adjacent to the
existing demised premises;
WHEREAS, Landlord agrees that Tenant, at Tenant's cost, may construct the Tenant's
Improvements;
WHEREAS, the Tenant's Improvements will be located on the existing demised premises
and on real property owned by Landlord adjacent to the existing demised premises; and
WHEREAS, Landlord and Tenant wish to amend certain terms of the Lease, as set forth
below.
NOW, THEREFORE, effective as of the date hereof and in consideration of the mutual
agreements set forth below and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound Landlord and Tenant agree
as follows:
1. Term and New Demised Premises. The initial term of this Lease commenced on April
23, 1997, and shall end on April 22, 2027, unless sooner terminated or unless extended as
hereinafter provided. When constructed, the Tenant's Improvements will be located on
the existing demised premises and on real property owned by Landlord adjacent to the
existing demised premises. Landlord and Tenant agree that, during Tenant's
Contingencies period set forth in Section 3 below, Tenant, at Tenant's cost, will hire a
duly licensed surveyor to draw a survey and legal description of the new "Demised
Premises" in accordance with Tenant's specifications (including enough land to construct
Tenant's Improvements), which have been approved by Landlord, and which shall show
the location, area boundaries, and dimensions of the new Demised Premises to be in
conformity with Tenant's specifications, the new Demised Premises' location with
respect to streets or highways, the location of all easements or reservations affecting the
new Demised Premises, and that there are no encroachments of any improvements from
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properties adjoining the new Demised Premises or from the new Demised Premises onto
adjoining properties (the "Demised Premises"). Once the survey of the Demised
Premises is completed, if requested by either Landlord or Tenant, Landlord and Tenant
agree to execute a lease amendment amending the Lease to incorporate the legal
description of the Demised Premises.
2. Rent. As consideration for the terms of this Amendment, Tenant, at Tenant's cost,
agrees to: (a) install and maintain a twelve (12) fiber count link from the intersection of
Coffman Road, Emerald Parkway, and Coffman Park Drive, Dublin, Ohio to the North
Pool owned by Landlord and located at 5660 Dublinshire Road, Dublin, Ohio in
accordance with the terms of Tenant's Fiber Quote dated September 11, 2012 and set
forth in on Exhibit B attached hereto and incorporated herein and along a route
determined by Landlord and Tenant (the "North Pool Improvements"), (b) install and
maintain a twelve (12) fiber count link from the intersection of Woerner Temple Road
and Emerald Parkway, Dublin, Ohio to the South Pool owned by Landlord and located at
6363 Woerner Temple Road, Dublin, Ohio in accordance with the terms of Tenant's
Fiber Quote dated September 11, 2012 and set forth in on Exhibit C attached hereto and
incorporated herein and along a route determined by Landlord and Tenant (the "South
Pool Improvements"), and (c) relocate the pole and warning siren which is located
adjacent to the Demised Premises to a location on property owned and chosen by
Landlord, provided such location does not affect Tenant's use of the Demised Premises.
3. Tenant's Contingencies. Tenant's obligations under this Amendment are contingent
upon Tenant's satisfaction or waiver, in Tenant's sole discretion, of the following, within
the time period set forth in this Section 3 (collectively, "Tenant's Contingencies").
(i) Tenant's receipt of all permits and other approvals from applicable governmental
authorities for the commencement, construction and completion of Tenant's
Improvements on the Demised Premises.
(ii) The approval by Landlord, if required under this Lease, of Tenant's plans for
Tenant's Improvements and the initial elevations for Tenant's Improvements.
(iii) Tenant's confirmation that all utilities, including without limitation, electricity,
gas, sewer (sanitary and storm), water and telephone services, are presently
servicing the Property and the Demised Premises in adequate capacities for
Tenant's intended use.
(iv) Tenant's receipt of an acceptable survey and legal description of the new Demised
Premises.
In the event that any of the Tenant's Contingencies are not satisfied or waived in writing
on or before the sixtieth (60u') day after the date hereof (the "Tenant's Contingency
Date"), Tenant may terminate this Lease by sending written notice to Landlord on or
before Tenant's Contingency Date, and in such an event, both parties shall be relieved
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from all liabilities under this Lease except those set forth in this Amendment, but not the
existing Lease, that are specifically described as surviving the termination of this Lease.
In the event that Tenant fails to give Landlord written notice of termination on or before
the Tenant Contingency Date, Tenant shall be deemed to have waived all of Tenant's
Contingencies. Tenant's waiver of any of the foregoing contingencies shall not relieve
Landlord of its obligations under this Lease. Landlord agrees to cooperate with Tenant in
its efforts to satisfy the Tenant's Contingencies and shall take no action which would
adversely affect the status of the Demised Premises with respect to the Tenant's intended
use of the Demised Premises. The costs incurred to satisfy Tenant's Contingencies shall
be paid by Tenant exclusive of the time spent by Landlord in assisting Tenant with this
contingency approval process. Landlord and Tenant agree that "Tenant's Improvements"
shall mean the improvements depicted as "Time Warner Communications — Addition to
Dublin Hub", 5588 Post Road, Dublin, OH 43017 dated August 2, 2011, revised
September 29, 2011 and prepared by Lupton Rausch Architects as set forth on Exhibit D
attached hereto and incorporated herein.
4. Construction. Promptly after the Tenant's Contingency Date, Tenant shall the right to
construct the Tenant's Improvements at its sole cost and expense, in good workmanlike
manner, in accordance with applicable governmental laws and regulations, and free of
any liens or claims for work, labor and services. However, prior to the Tenant's
Contingency Date, Tenant shall submit to the Landlord a detailed construction plan for
review and approval by the City of Dublin. Landlord shall not have any obligation to
construct or maintain, repair or replace Tenant's Improvements or any part thereof.
Barring some unforeseen catastrophic event, Landlord shall use its best efforts not to
interfere with the operations of Tenant's Improvements. Landlord shall not be liable for
any damage to Tenant's Improvements unless said damage is due to or arises out of any
act, negligence, or omission on the part of Landlord and/or any of the Landlord's guests,
licensees, invitees, contractors, employees and/or agents. Tenant agrees that Landlord is
not liable for acts of random vandalism caused by members of the public who have access
to Coffman Park.
5. Notices. Any notice required or permitted to be given under this Lease shall be in writing
and shall be delivered by (a) national overnight courier service, or (b) registered or
certified United States mail, postage prepaid, return receipt requested, and addressed as
set forth below, with documentation of the other party's receipt or refusal of the notice.
Any such notice shall be deemed effective upon the other party's receipt or refusal of the
notice. The notice address below may not provide an address with a P.O. Box. Each
party shall have the right to modify its notice address under this Lease by notifying the
other party of such revised address in the manner set forth in this Section.
If to Landlord: The City of Dublin, Ohio
6665 Coffman Road
Dublin, Ohio 43017
Attn: City Manager
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If to Tenant: Time Warner Entertainment Company, L.P.
c/o Time Warner Cable
1015 Olentangy River Road
Columbus, Ohio 43212
Attn: VP of Finance
With a copy to: Time Warner Cable Inc.
60 Columbus Circle
New York, NY 10023
Attn: General Counsel
Time Warner Cable
7820 Crescent Executive Drive
Charlotte, NC 28217
ATTN: Corporate Real Estate
Either party may change the place for address of notice by giving the other party at least
ten (10) days' prior written notice.
6. Insurance. Section 5(a) of the Lease is hereby deleted and the following is inserted as
Sections 5(a), 5(b) and 5(c) in replacement thereof:
a. Indemnification
Except for claims arising due to the negligence, misconduct, error or omission of
Landlord, Tenant will indemnify Landlord and save Landlord harmless from and
against any and all claims, actions, lawsuits, damages, liability and expense
(including, but not limited to reasonable attorneys' fee) arising from loss, damage
or injury to persons or property occurring in, on or about the Demised Premises,
arising out of the Demised Premises, or occasioned wholly or in part by any
negligence, act or omission of Tenant, Tenant's agents, contractors, customers or
employees.
Except for claims arising due to the negligence, misconduct, error or omission of
Tenant, Landlord will indemnify Tenant and save Tenant harmless from and
against any and all claims, actions, lawsuits, damages, liability and expense
(including, but not limited to reasonable attorneys' fee) arising from loss, damage
or injury to persons or property occurring in, on or about the Demised Premises,
arising out of the Demised Premises, or occasioned wholly or in part by any
negligence, act or omission of Landlord, Landlord's agents, contractors,
customers or employees.
b. Insurance
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(1) Tenant, at Tenant's cost, shall maintain insurance as follows:
(i) Commercial General Liability Insurance, with limits of not less
than Two Million Dollars ($2,000,000) combined single limit per
occurrence for bodily injury, sickness or death, and property
damage.
(ii) Property Insurance against "All Risks" of physical loss covering
the replacement cost of all fixtures and personal property.
(iii) Workers' compensation insurance in form and amounts required by
law, and Employer's Liability with not less than the following
limits:
Each Accident
$1,000,000
Disease --Policy Limit
$1,000,000
Disease --Each Employee
$1,000,000
Landlord, and if any, Landlord's building manager or agent, mortgagee
and ground lessor shall be named as additional insureds as respects to
insurance required of the Tenant for Commercial General Liability
insurance coverage. The company or companies writing any insurance
which Tenant is required to maintain under this Lease shall at all times
have an A.M. Best rating of A- or better, and any such company shall be
licensed to do business in the state in which Tenant's existing building and
the Tenant's Improvements (collectively, the `Building") is located.
Tenant shall require any contractor of Tenant performing work on the
Demised Premises to maintain insurance with terms, coverages and
insurers, as similar to Tenant's requirements.
Tenant shall deliver to Landlord Certificates of Insurance evidencing all
required insurance within thirty (30) days after the date of this Amendment
and each renewal date. Each certificate will provide for thirty (30) days
prior written notice of cancellation to Landlord.
(2) Landlord, at Landlord's cost, shall maintain insurance as follows:
(i) "All -Risk" property insurance at not less than ninety percent (90%)
replacement cost, including loss of rents, on the Building.
(ii) Commercial General Liability insurance policies covering the
common areas of the Building and the Project, with combined
single limits of Two Million Dollars ($2,000,000) per occurrence
for bodily injury and property damage.
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(iii) Workers Compensation insurance for employees of Landlord
entering Tenant's Demised Premises.
The company or companies writing any insurance which Landlord is
required to maintain under this Lease shall at all times have an A.M. Best
rating of A- or better, and any such company shall be licensed to do
business in the state in which the Building is located. Upon request,
Landlord shall provide Tenant with a copy of a Certificate of Insurance
evidencing insurance listed in this section.
C. Subrogation
Neither Tenant nor Landlord shall be liable for loss or damage caused by fire or
other perils covered or normally covered by insurance policies maintained or
required to be maintained by this Lease by the other party with respect to the
Demised Premises, the Building or any personal property contained in the same,
and each party on behalf of itself and any insurer, waives all rights of subrogation
against the other with respect to those perils. This waiver of liability and
subrogation shall apply regardless of the negligence of either party and shall not
be limited by the amount of insurance coverage carried by either party. The
provisions of this Section shall survive the expiration or earlier termination of this
Lease."
7. Real Estate Taxes. Section 5(b) of the Lease is hereby renumbered as Section 5(d) of
the Lease.
8. Assignment and Sublease. Section 6 of the Lease is hereby deleted and the following is
inserted as Section 6 in replacement thereof:
"6. Assignment and Sublease. Tenant shall have the right to assign
this Lease or sublet all or part of the Demised Premises without the prior
consent of Landlord to any affiliate, entity in which Tenant owns fifty
percent (50%) or more of the stock, or entity which owns fifty percent
(50%) or more of the stock of Tenant, which shall include without
limitation an assignment of Tenant's interest under this Lease by operation
of law or as a consequence of a merger of Tenant into or with another
entity, a change of control of or change of ownership of Tenant, or a sale
of substantially all of Tenant's assets (any such entity being a "Related
Party," and any such assignment or sublease being a "Related Party
Assignment"). Tenant shall have the right to assign this Lease or sublet all
or part of the Demised Premises to any party other than a Related Party
provided such Assignee or Subtenant's use is in keeping with the character
and image of the Building with the prior consent of Landlord which
consent shall not be unreasonably withheld, conditioned or delayed. Each
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assignment of this Lease or sublease of all or a portion of the Demised
Premises shall also assign all rights of Tenant under this Lease to the
assignee or sublessee, respectively, including, without limitation, any
options to renew the term of this Lease, options to purchase the Building
or the Demised Premises, and first rights of refusal to purchase the
Building or the Demised Premises or lease additional space in the
Building. In the case of an assignment of this Lease or a sublease of all or
part of the Demised Premises to a third party other than a Related Party,
Landlord shall receive fifty percent (50%) of any of Tenant's profit after
deducting Tenant's commercially reasonable out of pocket costs
associated with such assignment or sublet, including, without limitation,
real estate commissions, legal and other fees and expenses, rent abatement,
allowances for renovation to the Demised Premises, marketing costs and
holding costs. Landlord shall not have the right of recapture of the
Demised Premises in the event of any assignment or sublease, regardless
of whether such assignment or sublet is to a Related Party or a third party."
9. Severability. If any term or provision of this Lease shall be invalid or unenforceable to
any extent, the remainder of this Lease shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforced to the fullest extent permitted by law.
10. Amendments. Except as otherwise provided in this Lease, no variations, modifications,
changes, or amendments to this Lease shall be binding upon any party hereto unless in
writing, executed by a duly authorized officer or agent of the particular party.
11. Prevailing Party. If any party to this Amendment brings an action or proceeding to
enforce the terms of this Amendment or to declare rights under this Amendment, the
Prevailing Party in any such action, proceeding, or appeal thereon, shall be entitled to
reasonable attorneys' fees and expenses from the non -prevailing party.
12. Memorandum of Lease. Landlord and Tenant agree that this Lease shall not be
recorded. However, within fifteen (15) days after the written request of Tenant, Landlord
agrees to execute and deliver to Tenant a memorandum of this Lease in recordable form
sufficient to provide notice to third parties under the laws of the state where the Demised
Premises are located. Tenant shall have the right to record said memorandum in the local
public registry at Tenant's expense.
13. Successors and Assigns. All rights and obligations under this Lease shall be binding
upon and inure to the benefit of the parties and their heirs, personal representatives,
successors and assigns.
14. Dermitions/Interpretation/Counterparts. Except if expressly amended hereby, all
capitalized terms contained in this Amendment shall have the meaning ascribed to them
in the Lease. Except as above amended, all the terms and conditions of the Lease shall
remain in full force and effect and are hereby ratified and confirmed by Tenant and
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Landlord. This Amendment may be executed in one or more counterparts, each of which
shall be deemed to be a duplicate original, but all of which, taken together, shall
constitute a single instrument.
15. Conflict. In the event of any conflict between any provisions of this Amendment and any
provisions of the remainder of the Lease, the provisions of this Amendment shall control.
[Signature page follows.]
696499v2
70101.98868
IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment to be
effective as of the date first written above.
LANDLORD:
The City of Dublin, Ohio,
an Ohio municipal corporation
By:
Nal
Its:
Date:
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696499v2
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TENANT:
Time Warner Entertainment Company, L.P,
a Delaware limited partnership, d/b/a Time
Warner Cable, through its West Region — Mid -
Ohio
By: TWE GP Holdings LLC, General Partner
By:
Name: Lauren Suzuki
Its: RVP, Asset Management
LANDLORD
STATE OF OHIO )
ss:
COUNTY OF FRANKLIN )
This instrument was acknowledged before me this day of
2012, by , as of The City of Dublin, Ohio, an
Ohio municipal corporation, on behalf of such municipal corporation.
Notary Public
My Commission Expires
STATE OF CALIFORNIA )
ss:
COUNTY OF LOS ANGELES )
This instrument was acknowledged before me this day of
2012, by Lauren Suzuki, as RVP, Asset Management, West Region of TWE GP Holdings LLC,
as General Partner of Time Warner Entertainment Company, L.P., a Delaware limited
partnership, on behalf of such limited partnership.
Notary Public
My Commission Expires
This instrument prepared by:
James M. Groner, Esq.
Bailey Cavalieri LLC
10 West Broad Street, Suite 2100
Columbus, OH 43215
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EXHIBIT A
Legal Description of the Property
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R. T. PATRIOGE AND ASSOCIATES
T Oek6FESSIMRLWOWYORSAND OMEERE
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LEGAL DPSCRIP770N OF 0,151 ACRE TRACT
LEASE AREA FOR WARNER COMMUNICATIONS
FROM CITY OF DUBLIN, FRA. CO. 01-110
S9ualed In the Side of GAM. County of Franklin, CRY of DOW. located In Vinglala Military Survey No.
2542, and being Pert of an original 15.957 male tract calweyed to the City d Dublin In (Deed Book 33191, Page
124) aril M past of a 17.909 we tract cameyed M Iia CRY of Dublin (Olfldel Record 25941 E111), and bekrg
more particularly described as follows:
Bsglnnt lg at a Pohl In 1110 northerly right-ON"Y 140 of Post Road M the wast Una d sale original
15.957 acre batt and M this east line or said 17.909 acre tract;
ItlencO North58' 48' S0' Wed 11.99 feel In said northerly rtghl-01-w811` line of Pod Road and the south
Sold IMS d d 17.009 acre Iraq to a point;
thane Nath 02.13' OT West 40.5 Net across sad 17.909 acre lrect, M a pont;
North 87.40 07 East 111.91 feel, M a point;
thence the following Ova courses eaoss ere through said original 15957 acre tract;
South 112' O2' 17' East 14.30 loot, lea pond;
North 2V 28' SO' East 19.73 lost, to a polW;
Along the am of a curve to Ute lett (negus . 51 hast. Delta a 31' 411' 477, Whose chord bears North l3'
33'2V East and a tland dstance of 27.93 loot. to a point;
Nath BT Sr 43' Egg 75.00 fad, parallel wah 011e swill One d mad Ostctooi 15.957 ape tract, to a
point;
South 02' 02' 17' Earl 127.77 feet M a point hI Ole South etre of saki of hell 15.957 acre triol end Ole
north this of a had of land owned by Dorothy L Thomas and SOMONO National Bank of Cohanbus
(Deed Book 1358, Poe 90);
IAence South O7.57' 43* Weal 141.011 feel, In the South We of said Moral 15.957 acro tract and la fire
north One of said lards awed by Dorothy L Thorrroa and BandOAb Natbnal Bank of C olambus, 61 a point In
the nalhedy right-oLway OIro of Post Road;
Ulm= North SB' 42'5W West 10.77 Net In the northerly dghrofiway line of Post Road to a point;
I19" ON following five Cow as awns and through will ostgMal 15.957 acre tract:
North 31.30' 11' East 29.82 feet to a point
Nath 55' 41'20' East 18.59 feet to a point;
North 2a 28.511' East 44.44 feet to a point;
NOM 97 0717' Wed I I AS feet M a point;
South 07.40' 02' Wed 99.22 feat to a point In the Wast Wle of said original 15.957 acre Incl and In
the east One of mad 17.999 acre had;
Umm South 02' 13. OT East 37.12 feet, to the place of beghming, curtaining 0.351 apes more or
less, of which 0.341 acres Is M the original 15.957 acre trail Ord 0.010 soros Is M the 17.909 arta trey Basis
of bearings assumed.
This description was prepared by Patrdge and Associates In October,1990.
MUM
Imus
LEASE PLAT
Plot showing 0.351 oc. loose tract,
located in Y.M.S. 2542, City of Dublin. Franklin County, Ohio
0 1$ Jo 60
Scale 1' - 30'
October 10, 1996
emir a 6^Vbff "^W"
CRY o/ oubm S 02'0 '17' E
M957 Ac (arty.)
as JJ91, Py. III 127.27
•- --- - / 11.96',/ ':PEEP:::.
Cit of glob Jbr •.,!,pant
17.909 Ac.
RR. ZW41 E18 ►Rov[R7/ UMM /AE LOCATED 9AM ON VOWA1T111AJOH
MUD AND RECOMM DEW DF9ptln10N8. 1188 MMM
6 NOT A MOUNDN7 sUgM.
PAs1NR9e BY
PATMDGE AND ASSOCIATES
PR9fES510NN SJRYEM NO EHCfM
9464 OU" RDW
VIX V1=-80]0 _ ___ ___ _ _
TEL. 814 -798-0011 ., _ _
4
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Q351 AC.
r
P�p$Qg
RJ41 AC
0-31'48'47'
0-N 13'33'28' E
C-27.93' N 2926'50' E
/
19.73'
.S 8202'17' E
N 55 41-29-E
N 620217' W
11.65'
7y
61dy
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40n
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•- --- - / 11.96',/ ':PEEP:::.
Cit of glob Jbr •.,!,pant
17.909 Ac.
RR. ZW41 E18 ►Rov[R7/ UMM /AE LOCATED 9AM ON VOWA1T111AJOH
MUD AND RECOMM DEW DF9ptln10N8. 1188 MMM
6 NOT A MOUNDN7 sUgM.
PAs1NR9e BY
PATMDGE AND ASSOCIATES
PR9fES510NN SJRYEM NO EHCfM
9464 OU" RDW
VIX V1=-80]0 _ ___ ___ _ _
TEL. 814 -798-0011 ., _ _
EXHIBIT B
North Pool Improvements
12
696499v2
70101.98868
I �@>Wa FIBER QUOTE I
C abW
PROJECT NAME
ADDRESS:
CITY, STATE, ZIP
FRANCHISE If
WALKOFF TECH.
HUB & NODE or SPLICE CAN If
BENTLEY MAP #
QUOTE DATE:
SALESFORCE#
hold cursor over red Mangks N show notes onof
LesedpUw help rommend
QuesUomi Chm.HowenOtweade cam
5660 Oubllnshlre Dr
$20,296
COST=
$31,534
I NOTES
$0
MILEAGE=
1.94
FRANCHISE LIST
UG -
I
0.52 27%
SAM LUTZ
AER-
1.41 73%
USE PINK FOR DESKTOP QUOTING
EXTENSION ESTI N FEET>
TODAY'S DATE:
November 8, 2012
COST
$20,296
I QUANTITY
COST
I NOTES
$0
MAKE READY
0
$O
0
VAULTS INC W/ MST O 1 PER 500 FT
$0
NEW AERIAL
$3.45
$13.876
S1.86
$9.927
UNDERGROUND
980,.
10.13
1 VAULTS INC W/ POST O 1 PER SOOFT
$0
$6.29
$5,406
EXIST DUCE
53.03
��
$0
OPEN CUTS
11
$50.00
$0
WESTERVILLE LINK
$12.00
$0
DUBLINN
512.00
$825
IN-HOUSE LABOR - FIBER
$75.00
1 (change it needed) Default will ae calculate
$600
IN-HOUSE LABOR- DESIGN
$7S.00
(change it needed) default 8 HR
$300
IN-HOUSE LABOR - FIELD ENG
$7S.00
(than a II needed) default 4 HRS
$600
RISER
150.00
<-----DONT FORGET YOUR RISERS
$0
TREE TRIMMING
0.26
so
BARE STRAND
0.75
USE FOR ANCHORING PURPOSES
$0
RELO UG COIL
0.75
$0
DEERE FIBER
0.85
$0
SPLICE CAN / RING CUT
500.00
$0
CAN MUX
500.00
$D
NODE MUX
$7,51X1.00
$0
HOT PATCH 8 FILL
500.00
a halt CUt [OOLB:USB Or Concrete CUt3
s0
ELDG ATTACH <AER>
301.00
_ 1
$0
CORE BORE/FIREWALL
250.00
$0
CELL TOWER RACK
575.00
$0
$0
$0
LARGE VAULT
880.00
VAULTS INC WITH UG COST O 1 PER 500 Fr
$0
MEDIUM VAULT
565.00
VAULTS INC WITH UG COST O 1 PER 500 Fr
$0
SMALL VAULT
.1X1
VAULTS INC WITH UG COST O 1 PER 500 FT
$0
RHINO PEW NODE CLOSURE
860.00
$0
N-1024
180.00
$0
SM BLDG ENTRY FEE
1,000.00
t0OX50FT OR SMALLER
MED BLDG ENTRY FEE
2,5(X1.00
SMALL BLDG TO 250X100FT
$0
LRG BLDG ENTRY FEE
,000.00
LARGER THAN 260X100FT
$0
<ULb INTERSTATE
s0
RR/MAJOR STATE AT
$30,000.00
X-ING
<IIpD INTERSTATE
$O
RR/MAJOIT STATE RT
$5,000.00
X-ING
SECONDARY SR CROSSINGS
$a
eAFAI110s
$2,500.00
$0
ROAD BORE PERMIT
1,000.00
$0
MISC PERMIT
250.00
$0
CHOOSE EITHER ACTUAL# OFPOLES OR
select type ENTER#
$0I
POLE PERMIT 50
0
95.00
50 POLES PER PERMIT
$0
POLE ENGINEERING
0
155.00
COST PER POLE)
$0
1
ENTER %(O IS NO MAKEREADr)->
$0
MAKE READY (WO)
3,000.00
RISE
$0
MAKE READY (WO)
2,000.00
ADD I XOUT POLE RISER OR TITARFONIREFF--
$0
MAKE READY IWO)
1,500.00
CHANGE POWER RISER TO STANDOFF
0
MAKE READY (WO)
1,000.00
ADD/XO POLE
$0
MAKE READY (WO)
500.00
RESAG POWER
$0
MAKE READY (WO)
250.00
ADDU -GUARD
MAKE READY(W
MAHMOEMENTS
NOTES
CONTRACTOR
$20,296
TWC MATERIAL
S9,SL1
IN-HOUSE
$1,725 5%
MAKE READY
SD
1
_
00'
��
11
11
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EXHIBIT C
South Pool Improvements
13
696499v2
70101.98868
I >Wa me
FIBER QUOTE I
Cable- WAfIAN ViRJ 1J laa•�Ma,M SNI/„
PROJECT NAME
ADDRESS
CITY, STATE, ZIP
FRANCHISE»
WALKOFF TECH:
HUB & NODE or SPLICE CAN N
BENTLEY MAP O
QUOTE DATE:
SALESFORCEN
USE PINK FOR ESTIMATE DESKTOP QUOTING
ENSK)N --> AN FEET>
6363
TODAY'S DATE:
November8,2012
COST
TWC
MATERIALS
$0
QUANTITY
COST
NOTES
_
MILEAGE=
1.10
VAULTS INC W/ COST O 1 PER S00 FT
so
NEW AERIAL
AER=
3.45
0%
CONTRACTOR
DVERLASH
73%
$1.86
$13,471
2,352
UNDERGROUND
$1,500
$10.13
VAULTS INC W/ COST O I PER 500 FT 411ERS>
90
INT EXTATTACH
50
$6.29
1,915
EXIST DUCT
$3.03
-
0
OPEN CUTS
$0
$50.00
_
$0
WESTERVILLE LINK
$o
0
$12.00
s0
DUBLINK
12.00
$600
IN-HOUSE LABOR - FIBER
0
$75.00
(change if needed) Default will self -calculate
$0
IN-HOUSE LABOR - DESIGN
$0
$75.00
(change If needed) default 8 HRS
$0
IN-HOUSE LABOR - FIELD ENG
$75.00
(change ineeded) default 4 HRS
s0
RISER
$0
51SO.00
<----- DONT FORGET YOUR RISERS
s0
TREE TRIMMING
50
$0.26
s0
BARE STRAND
50.7S
USE FOR ANCHORING PURPOSES
s0
RELO UG COIL
$0
$0.75
$0
$0
DESIRE FIBER
$0
W.86
$0
SPLICE CAN/RING CUT
500.00
s0
CAN MUX
500.00
$0
$D
NODE MUX
7,500.00
$0
HOT PATCH & FILL
500.00
a6
s0
BLDG ATTACH a R.
300.00
0
s0
CORE BORE/FIREWALL
50
250.00
s0
CELL TOWER RACK
575.00
s0
$0
0
s0
0
$0
LARGE VAULT
880.00
VAULTS INC WITH UG COST O I PER 500 FT
so
MEDIUM VAULT
565.00
VAULTS INC WITH UO COST O 1 PER 600 FT
s0
SMALL VAULT
00.00
VAULTS INC WITH LIG COST O 1 PER 500 FT
s0
RHINO PED/ NODE CLOSURE
60.00
N-1024
180.00
$0
SM BLDG ENTRY FEE
1,000.00
l ODX50FT OR SMALLER
MED BLDG ENTRY FEE
2,500.00
SMALL BLDG TO 250X100FT
LRO BLDG ENTRY FEE
,000.00
LARGER THAN 250X100FT
s0
NO> INTERSTATE
$0
RR/MAJOR STATE RT
$10,000.00
MING
JOb INTERSTATE
$O
RR/MAJOR ST ATE RT
$5,000.00
%-I NG
SECONDARY SR CROSSINGS
s0
<AEIVW>
$2,500.00
X-ING
s0
ROAD BORE PERMIT
1,000.00
s0
MISC PERMIT
250.00
OTHER
CHOOSE EITHER ACTUAL N OFPOLES OR EST SPAN AVG ->
select type ENTERO
$D
POLE PERMIT 50
0
95.00
50 POLES PER PERMIT
$0
POLE ENGINEERING
0
155.00
COST PER POLE
$0
1
ENTER %(0 IS NO MAKEREADY)--> W
$0
MAKE READY (WO)
3,000.00
RISE
MAKE READY I WO)
2,000.00
MAKE READY (WO)
1,500.00
CHANGE POWER RISER TO STANDOFF
MAKE READY (WO))
1,000.00
ADD%OUT POLE
MAKE READY (WO)
500.00
RESAG POWER
$0
MAKE READY (WO)
250.00
ADD U -GUARD
V
KhAHRANUtMtNlb
y
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TWC
MATERIALS
$0
INHOUSE
LABOR
COST=
$55,767
_
MILEAGE=
1.10
UG=
1.10
100%
AER=
0.00
0%
CONTRACTOR
$40,796
73%
TWC MATERIAL
$13,471
24%
IN-HOUSE
$1,500
3%
MAKE READY
$0
0%
CONTRACTOR
COSTS
SO
TWC
MATERIALS
$0
INHOUSE
LABOR
$0
50
$0
$0
_
$0
$39264
$0
13088
50
$1532
$0
$383
$0
50
0
0
50
$0
OHL
600
600
300
50
50
SO
0
$0
0
so
$o
0
$o
$o
$0
0
0
$0
$0
0
$0
0
$0
$0
0
$0
50
$0
50
$0
50
$0
0
$0
0
$0
$0
$0
$0
$0
$0
$0
$0
$0
0
50
0
$0
$0
0
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EXHIBIT D
Description of Tenant's Improvements
14
#696499v4
70101.98868
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EXHIBIT E
Ouitclaim. Bill of Sale
QUITCLAIM BILL OF SALE — NORTH POOL IMPROVEMENTS
This Quitclaim Bill of Sale — North Pool Improvements (this "Bill of Sale") is entered into by
and between Time Warner Cable Midwest LLC, a Delaware limited liability company ("Seller"), and
The City of Dublin, Ohio, an Ohio municipal corporation ("Buyer").
Recitals
WHEREAS, Seller desires to quitclaim title to the North Pool Improvements, as defined in that
certain First Amendment of Lease dated 2012 between Seller, as tenant, and Buyer, as
landlord, as of the date of this Bill of Sale (the "Lease Amendment"), to Buyer, and Buyer desires to
purchase, assume, and accept title to the North Pool Improvements, for the consideration and on the
terms and conditions set forth in the Bill of Sale; and
WHEREAS, the North Pool Improvements are no longer necessary for Seller's business
purposes and Seller is willing to transfer to Buyer Seller's right, title and interest in and to the North Pool
Improvements; and
WHEREAS, Buyer is not an insider or affiliate of Seller.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller does hereby QUITCLAIM unto Buyer for its own proper use and
benefit, all the right, title, and interest which Seller has in and to the North Pool Improvements.
I. CONSIDERATION. Effective as of the date of this Bill of Sale and in consideration of
the Buyer entering into the Lease Amendment, Seller hereby quitclaims to Buyer all of Seller's right, title
and interest in and to the North Pool Improvements.
2. DISCLAIMER OF WARRANTIES. SELLER HEREBY DISCLAIMS ALL
WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF OWNERSHIP, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WARRANTIES AS TO THE
MATERIALS, WORKMANSHIP, OR COMPLETENESS OF THE NORTH POOL IMPROVEMENTS,
THE SUITABILITY OF THE NORTH POOL IMPROVEMENTS FOR BUYER'S INTENDED USE,
OR THE PRESENCE ON OR BENEATH THE NORTH POOL IMPROVEMENTS OF HAZARDOUS
SUBSTANCES OR MATERIALS. BUYER FURTHER ACKNOWLEDGES THAT SELLER IS
CONVEYING THE NORTH POOL IMPROVEMENTS "AS IS," "WHERE IS," IN ITS PRESENT
CONDITION, WITH ALL FAULTS, AND ASSUMES ANY AND ALL RISKS OF IMPERFECTIONS
OR DEFECTS, LATENT OR PATENT, AND THAT BUYER IS NOT RELYING UPON ANY
REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR BY SELLER'S AGENTS
WITH RESPECT TO THE NORTH POOL IMPROVEMENTS. BY ACCEPTANCE OF THIS BILL
OF SALE, BUYER ACKNOWLEDGES THAT BUYER'S OPPORTUNITY FOR INSPECTION AND
15
M696499v4
70101.98868
INVESTIGATION OF THE NORTH POOL IMPROVEMENTS HAS BEEN ADEQUATE TO
ENABLE BUYER TO MAKE BUYER'S OWN DETERMINATION WITH RESPECT TO THE
NORTH POOL IMPROVEMENTS.
3. RELEASE. From and after the date of this Bill of Sale, Buyer, on behalf of itself and its
officers, officials, representatives and assigns (individually, a "Released Party," and collectively, the
"Releasing Parties"), hereby releases and discharges Seller, its members, officers, employees, agents,
related entities and assigns, of and from all actions, causes of actions, suits, covenants, agreements,
damages, judgments, claims and demands, whatsoever, in law or in equity, which any Releasing Party
has or may have, by reason of any manner, cause or thing whatsoever, including, but not limited to, any
and all liability arising with respect to the North Pool Improvements.
4. SURVIVAL. Buyer's obligations hereunder shall survive the transfer of the North Pool
Improvements and shall not be construed to merge with the passage of title to the North Pool
Improvements.
5. COUNTERPARTS. This Bill of Sale may be executed in counterparts, each of which
(or any combination of which) when signed and delivered by all of the parties shall be deemed an
original, but all of which when taken together shall constitute one (1) agreement.
IN WITNESS THEREOF, Seller and Buyer have executed this Bill of Sale effective as of the
day of 2013.
SELLER:
Time Warner Cable Midwest LLC, a Delaware
limited liability company
By:
Name:
Its:
Lauren Suzuki
RVP, Asset Management
BUYER:
The City of Dublin, Ohio, an Ohio municipal
corporation
By:
Name:
Its:
16
#696499v4
70101.98868
1W4I,I1tI10�l
Ouitclaim Bill of Sale
(QUITCLAIM BILL OF SALE — SOUTH POOL IMPROVEMENTS
This Quitclaim Bill of Sale — South Pool Improvements (this "Bill of Sale") is entered into by
and between Time Warner Cable Midwest LLC, a Delaware limited liability company ("Seller"), and
The City of Dublin, Ohio, an Ohio municipal corporation ("Buyer").
Recitals
WHEREAS, Seller desires to quitclaim title to the South Pool Improvements, as defined in that
certain First Amendment of Lease dated , 2012 between Seller, as tenant, and Buyer, as
landlord, as of the date of this Bill of Sale (the "Lease Amendment"), to Buyer, and Buyer desires to
purchase, assume, and accept title to the South Pool Improvements, for the consideration and on the
terms and conditions set forth in the Bill of Sale; and
WHEREAS, the South Pool Improvements are no longer necessary for Seller's business
purposes and Seller is willing to transfer to Buyer Seller's right, title and interest in and to the South Pool
Improvements; and
WHEREAS, Buyer is not an insider or affiliate of Seller.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Seller does hereby QUITCLAIM unto Buyer for its own proper use and
benefit, all the right, title, and interest which Seller has in and to the South Pool Improvements.
1. CONSIDERATION. Effective as of the date of this Bill of Sale and in consideration of
the Buyer entering into the Lease Amendment, Seller hereby quitclaims to Buyer all of Seller's right, title
and interest in and to the South Pool Improvements.
2. DISCLAIMER OF WARRANTIES. SELLER HEREBY DISCLAIMS ALL
WARRANTIES OF ANY KIND OR NATURE WHATSOEVER, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF OWNERSHIP, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WARRANTIES AS TO THE
MATERIALS, WORKMANSHIP, OR COMPLETENESS OF THE SOUTH POOL IMPROVEMENTS,
THE SUITABILITY OF THE NORTH POOL IMPROVEMENTS FOR BUYER'S INTENDED USE,
OR THE PRESENCE ON OR BENEATH THE SOUTH POOL IMPROVEMENTS OF HAZARDOUS
SUBSTANCES OR MATERIALS. BUYER FURTHER ACKNOWLEDGES THAT SELLER IS
CONVEYING THE SOUTH POOL IMPROVEMENTS "AS IS," "WHERE IS," IN ITS PRESENT
CONDITION, WITH ALL FAULTS, AND ASSUMES ANY AND ALL RISKS OF IMPERFECTIONS
OR DEFECTS, LATENT OR PATENT, AND THAT BUYER IS NOT RELYING UPON ANY
REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER OR BY SELLER'S AGENTS
WITH RESPECT TO THE SOUTH POOL IMPROVEMENTS. BY ACCEPTANCE OF THIS BILL OF
SALE, BUYER ACKNOWLEDGES THAT BUYER'S OPPORTUNITY FOR INSPECTION AND
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INVESTIGATION OF THE SOUTH POOL IMPROVEMENTS HAS BEEN ADEQUATE TO
ENABLE BUYER TO MAKE BUYER'S OWN DETERMINATION WITH RESPECT TO THE
SOUTH POOL IMPROVEMENTS.
3. RELEASE. From and after the date of this Bill of Sale, Buyer, on behalf of itself and its
officers, officials, representatives and assigns (individually, a "Released Party " and collectively, the
"Releasing Parties"), hereby releases and discharges Seller, its members, officers, employees, agents,
related entities and assigns, of and from all actions, causes of actions, suits, covenants, agreements,
damages, judgments, claims and demands, whatsoever, in law or in equity, which any Releasing Party
has or may have, by reason of any manner, cause or thing whatsoever, including, but not limited to, any
and all liability arising with respect to the South Pool Improvements.
4. SURVIVAL. Buyer's obligations hereunder shall survive the transfer of the South Pool
Improvements and shall not be construed to merge with the passage of title to the South Pool
Improvements.
5. COUNTERPARTS. This Bill of Sale may be executed in counterparts, each of which
(or any combination of which) when signed and delivered by all of the parties shall be deemed an
original, but all of which when taken together shall constitute one (1) agreement.
IN WITNESS THEREOF, Seller and Buyer have executed this Bill of Sale effective as of the
day of 2013.
SELLER:
Time Warner Cable Midwest LLC, a Delaware
limited liability company
By:
Name:
Its:
Lauren Suzuki
RVP, Asset Management
BUYER:
The City of Dublin, Ohio, an Ohio municipal
corporation
By:
Name:
Its:
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