097-88 Ordinance Amended
RECORD OF ORDINANCES
National Graphics Corp., Cols., O. ~ Form No. 2806-A
Ordinance No._ _~!~~~J1\n1~nded) Passed __________________________________________ m_19 _____ _
AN ORDINANCE TO AUTHORIZE THE
CITY MANAGER TO ENTER INTO A
LEASE AGREEMENT FOR SPACE LO-
CATED AT 7001 DISCOVERY BOULEVARD
ilh DUBLIN, OHIO, AND DECLARING AN
EMERGENCY
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin,
State of Ohio, 7 of the elected members concurring:
Section 1. That whereas the Police Division of the City of Dublin,
requires additional office space for its staff; and,
Section 2. That whereas the City Manager and the Law Director of the
City of Dublin are authorized to approve a Lease Agreement (Exhibit "A")
and execute same for space located at 7001 Discovery Boulevard, Dublin,
Ohio.
Section 3. That this Ordinance is hereby declared to be an emergency
measure necessary for the preservation of the public peace, health
and safety and therefore this Ordinance shall take effect and be in
force immediately upon its passage.
Passed this 21st day of November , 1988.
Attest:
.. #.a4l//L? ~ ~
C erk of Counc~l
Sponsor: City Manager
J hereby certify that copies of this Ordinance/Resolution were posted in tlie
City of Dublin in accordance with Section 731.25 of the Ihio Revised Code.
-~Y1- zZ1~
Clerk of Ceuncil, Dublin, Ohio ,~...,~.4""'~.I..
MEMORANDUM
TO: All Dublin City Council Members
FROM: Timothy C. Hansley, City Manager /,(3#-~-;:;-/-
SUBJECT: Additional Space for Police Division v"
DATE: October 13, 1988
The attached Ordinance has been prepared in accord with the direction
given by City Council at your last meeting to negotiate a lease for space
at 7001 Discovery Boulevard. That decision was based on a detailed Staff
Report concerning the options available to the City and also upon further
review and recommendation from Council's Safety Committee.
I anticipate finalizing the terms and conditions of this lease by your
Monday night meeting and will distribute copies of the Lease Agreement at
that time. The goal of the Administration is to settle on terms and
conditions which are similar to those which were negotiated at 5131 Post
Road. We believe that we can present a triple net lease at a figure less
than $15/sq. ft. for the 5,000 square feet that we are seeking. This
would also include the three-year amortization of the improvements to the
space which are estimated at $55,000. We also hope to occupy the space
on or about January 1, 1989 in order to allow for the installation of
radio and computer equipment during the same month. The total
change-over would then occur on or about February 1, 1989.
TCH/mc
. .
Dis(()\'erY Systems
October 17, 1988
Mr. Timothy C. Hansley
City Manager
City of Dublin
6665 Coffman Road
Dublin, Ohio 43017
Dear Mr. Hansley:
Per your request, I am pleased to propose a lease agreement for 5,000
square feet of high quality office space at 7001 Discovery Boulevard for
use by the City of Dublin Police Department. I propose to lease the
space for $3,750 per month on a net basis for a term of thirty-six
months. In addition, I agree to make certain improvements per your
request estimated to cost $47,046 and pass the cost of the improvements
through to you at the rate of $1,540 per month. If the actual cost of
the improvements exceeds or falls short of the estimate, the monthly
charge will be adjusted accordingly.
Leases on a net basis require the tenant to be responsible for his
proportional share of real estate taxes, utilities, and maintenance.
You have requested that the real estate taxes be included in the monthly
rental, and as such, they would be $270.20 additional rent per month.
Utilities would be paid by you and allocated as your proportional share
of the utilities for just the office portion of the facility which will
be metered separately from the manufacturing space. Utility billing
will be rendered monthly.
You have also requested a quote for maintenance service to be performed
by Discovery Systems personnel. I estimate that maintenance services
could be provided at a cost of $625 per month plus cleaning supplies.
I believe this summarizes the major portions of our discussion. Subject
to your approval of the above by returning to me a signed copy of this
letter, I will move immediately to obtain drawings and permits for the
improvements and draft a more formal lease document. As I indicated, I
believe that I can improve significantly on the January 1 target date.
~~~i.
ffrey M. Wilkins CITY OF DUBLIN
By:
Date:
-()() I I liSl! }\"l"f"I 11, >Iii," ;1I'cI
[luhli(l (llm) ("111-
I, I I -I, I ~I)lill
.
TO: Tim Hansley
FROM: Jeff Wilkins
DATE: October 17, 1988
SUBJECT: Quotation Letter Back-up Data
ITEM COST/SQ.F'f. MONTHLY COST ANNUAL COST
Base Rent/Net $9.00 $3,750.00 $45,000.00
Improvements 1,540.22 18,482.70
Real Estate Taxes .65 270.25 3,243.00
Maintenanfiea 1.50 625.00 7,500.00
Utilities 1.50-3.00 625.00+ 7,500.00+
aplus supplies at cost.
bEstimated range - actual will be 1/6 (5000/30000) of metered office
usage.
If you have any questions, please call.
. .
Discon:rr Systems
October 17, 1988
Mr. Timothy C. Hansley
City Manager
City of Dublin
6665 Coffman Road
Dublin, Ohio 43017
Dear Mr. Hansley:
Per your request, I am pleased to propose a lease agreement for 5,000
square feet of high quality office space at 7001 Discovery Boulevard for
use by the City of Dublin Police Department. I propose to lease the
space for $3,750 per month on a net basis for a term of thirty-six
months. In addition, I agree to make certain improvements per your
request estimated to cost $47,046 and pass the cost of the improvements
through to you at the rate of $1,540 per month. If the actual cost of
the improvements exceeds or falls short of the estimate, the monthly
charge will be adjusted accordingly.
Leases on a net basis require the tenant to be responsible for his
proportional share of real estate taxes, utilities, and maintenance.
You have requested that the real estate taxes be included in the monthly
rental, and as such, they would be $270.20 additional rent per month.
Utilities would be paid by you and allocated as your proportional share
of the utilities for just the office portion of the facility which will
be metered separately from the manufacturing space. Utility billing
will be rendered monthly.
You have also requested a quote for maintenance service to be performed
by Discovery Systems personnel. I estimate that maintenance services
could be provided at a cost of $625 per month plus cleaning supplies.
I believe this summarizes the major portions of our discussion. Subject
to your approval of the above by returning to me a signed copy of this
letter, I will move immediately to obtain drawings and permits for the
improvements and draft a more formal lease document. As I indicated, I
believe that I can improve significantly on the January 1 target date.
Very truly yours,
~J~::- CITY OF DUBLIN
By:
Date:
-1)1)1 I)hcil\n\ Il(llilc'\:ircl
I)uhlill. nlll<l 1,111-
(II 1-11! .elllll I
. ~
TO: Tim Hansley
FROM: Jeff Wilkins
DATE: October 17, 1988
SUBJECT: Quotation Letter Back-up Data
ITEM COST/SQ.Ff. MONTHLY COST ANNUAL COST
Base Rent/Net $9.00 $3,750.00 $45,000.00
Improvements 1,540.22 18,482.70
Real Estate Taxes .65 270.25 3,243.00
Maintenan~ea 1.50 625.00 7,500.00
Utilities 1. 50-3.00 625.00+ 7,500.00+
aplus supplies at cost.
bEstimated range - actual will be 1/6 (5000/30000) of metered office
usage.
If you have any questions, please call.
.
parti~s hereto as well a:i the parties themselves; provided that Land lord, its
successors, and assigns shall be obligated to perform Landlord's covenants
under this agreement only during and in respect of their successive periods of
ownership during the term of this agreement.
~18.06 Severability of Invalid Provisions. If any provision of this
ag re emen t shall be held to be invalid, void, or unenforceable, the remaining
provisions hereof shall not be affected or impaired, and such remaining
provisions shall remaln in full force and effect.
~18.07 Definition of the Relationship between the Parties. Landlord
shall not, by virtue of the execution of this agreement or the leasing of the
Premises to Tenant, become or be deemed a partner of or joint venturer with
Tenant in the conduct of Tenant's business on the Premises or otherwise.
~18.08 Certain Words, Gende~' and~Headingso' As used in this agreement,
where appropriate: the word "person" shall mean and include, an individual,
corporation, partnership or other entity; the plural shall be substituted for
the singular and the singular for the plural; and words of any gender shall
include any other gender. The topical headings of the several paragraphs of
this agreement are inserted only as a matter of convenience and reference, and
do not affect, define, limit or describe the scope or intent of this agreement.
~18.09 Quiet Enjoyment. If and so long as Tenant pays the prescribed
rent and performs or observes all of the terms, conditions, covenants, and
obligations of this agreement required to be performed or observed by it
hereunder, Tenant shall at all times during the term hereof have the peaceable
and quiet enjoyment, possession, occupancy, and use of the Premises without any
interference from Landlord or any person o~ pers6ns claiming the Premises by,
through, or under Landlord, subject to any mortgages, underlying leases, or
other matters of record to which this agreement is or may become subject.
~ 18.10 Complete Agreement; Amendments. This document, including all
exhibits referred to herein, constitutes the entire agreement between the
parties hereto, it supersedes all previous understandings and agreements
between the parties, if any, and no oral or implied representation or under-
standings shall vary its terms; and it may not be amended except by a written
instrument executed by both parties hereto.
Witnesses as to Landlord: LAN~1.0RD:
JEFFREY H. WILKINS
Witnesses as to Tenant: TENANT:
CITY OF DUBLIN
By
Its
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.
STATE OF OHIO )
COUNTY OF FRANKLIN )
This document was acknowledged before me on , , 1988,
by Jeffrey H. Wilkins.
Notary Public
, . , , "
STATE OF )
COUNTY OF )
This document was acknowledged before me on , 1988,
by , the , of City of Dublin on behalf
of the charter municipality. ,
Notary Public
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EXHIBIT A
LEGAL DESCRIPTION
Si':.'.:I:e~ in t~e Sta:. o! C~i=. .C=~~:l o~ r:I~\lin, Vi~l.qe o~ C'.:~:i~,
1n v1.:;:':'Ia tl1.:.ita:y S..l:"lty No. 2~H a:":~ ~e..;'lq a ?~r-"':.~O;'l of an
o:iC;:':'l&l 72.364 ae:1 t:ae-: of lan~ cor.':e~ed ~o I:l..%a~et~ K. Work.~.n
(5C\ ~nte:est), It.. C:.nn He~lt~.land 110' i:ltlrlst), W. Reed HeC:e:l&rld
110\ '1.n:.:est), "'111iL~ S. C..lt~::'1 (10' 1nterllt), "o~n J. Warren
(10' interlst lubsl~uently u~on ~il delt~ conv.y.d to Louis. K. Warrln
~y de~~ of record in Of!ie~a1 ~eoord 3018, '19' It. 03, R~cord.r"
Of!:.ee, rr&nkli~ County, Ohl0), ~erJon C. Wo11Lm IS\ inter.st) and
t.-:c:'.e:ic~ vonMaar.\ (5\ interest) by deeds of reeord in O.ed BOOK 307S,
Plqe 53, and O..d Book. 3602, Plie Cl, Reco~dtr'. O:~\o., Franklin
C=u~ty, Ohio, and bO~:'I:.d a:'lc cIseri~.d as tollows:
Je~inni:'l~ , tor re~er.:'Iee, at a railr04d Ipik. found at ~~e in:e:-
lIo"':.ion o~ t~e cen:erline o:.Posc... Road .(60 het. ....id.) ....it~ tl'l. .
<:.:I:lr1i:l. o! Hileo;( Ro.~' ('b het. ....:.c.l and at t~e nor-:.!west cor:'l':
of said oriSl:1a1 72.364 ae:e t:act.:
~~':Ice S 2. 56' 07. E alonq t~e c':Ite:~i:le of ~il:o~ ~oad arod alonq
. po:"':.ion o! t!':e "'.St line of said o:'i~i:lal 72.364 aer. tract a dis-
':.I:1:e o! 518.00 tee"':. to a ra:.l:,oad 1?1~' set at t~. t:u. rla:e Q~
~'ii~~lnq of t~e ~:a:t h.rein i:ltended t~ ce d.s=r~~.::
t~e:,,:ce N f7. 03' ~J. I: p.r?~:i=~lar to the cente=l~~. o! ~i:=ox ~oa~
a:ld pe=?ndi:~:~= to t~e ~eJt line of said eri;i~al 72.~64 a:re I::a:"':.
a c!ist&:,::e o! ; 30. O~ t.~: to a J/4-i~o~ I.C. i:~n ~i? sa: in & c~=~.d
WIS"':. l~n. of I ~~O?:S.= st:I~: (60 teet ~idial (?&ssinq a 3/4-i~:~
I.:). i:o~ pi?, se~ in t~. ..st ri;~t-o~-~a~ line ~~ ~ile=x Roae at
30.~0 :u:):
t~.~c:~ so~:~er:.: alc~~ a F::'tion o! a c~rve~ .....s"':. ~i~e e! said pro-
~=U~ street .~: ~~t~ a c~rv, t= t~. le!:, d~ta o! w~ic~ is:
r.~iu' · 2,080.00 ~,.: a~d I~-c!el~. · .. '56' 03-, a s~~-c~ord dis-
tance o~ 179.()007 fee: b.~rinc 5 I. 2' ' 39. I: to a 3;~-ine~ I.O. ir~n
pi,. set a: ~~. poi~t o~ t~~;e~e1:
t~.:':O~ S 10. 52' 41. E alon~ a .....st line o! seid pro?osed st:..: a
c!ist&nee 0: 100.00 teet to a J/4-i:'lc~ 1.0. iron ~i? SIt a"':. . point
c! e~:vat~r.:
~'.nce loutherly .10n9 a portion of . curve4 vest 11ne of la14 pro-
pose4 Itreet and vlth . curve to the ri9ht, data of vhich is: . radius
1.0'0.00 feet and lub-delta · 7~ 40' 018, . lub-chord 41stance of
143.07 feet ~..rin9 S". OZ' 418 Z to a.3/4-inch 1.0. iron pipe .et:
. .
thence I .78 03' 538 W perp.ndicular to the centerline of Wilcox
~o.d and p.rp.ndlc~l.r to the v.st 11n. of .ald or19in&1 72.364 acre
traet a distance of 771.15 f..t to a railroad spike .et in the cent.r-
line of ~ilcox ao&d a~~ in the w.s~ line of .a1d original 72.364
Icre trac~ (pI..in, a 3/4-inch I.D. iro~ pip. set 1n ~h. east right-
of-vay line of Wilcox ~oa4 a~ 741.16 fe.~):
.
~.nc. N 28 56' 07. W along ~h. c.nt.rline of Wilcox aoad and aloni
I por~ion of the ves~ line of .&id original 72.364 aere trae~ a
dil~,nc. of 420.00 t..e to th-. true plac. of be;inni~9~
containing 7.246 acres of land,. ~or. or l.~s,.and b.ing subject
to all legal high....Ly.. easement. and r'lt=~C~lon. of r~cord.
. -':XHI3I: 3
PRE~lISES
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EXHIBIT C
TENANT FINISH IHPHOVEMENTS
Floor plan; reflected ceiling plan; and details dated
11/1/88 and revised 11/4/88.
(to be attached]
:'. :.r ."'; . I \"
1
. .
EXHIBIT D
BUILDING RULES AND REGULATIONS
1. Landlord agrees to furnish Tenant with keys to the exterior of the
Premises. No additional locks or bolts of any kind will be placed on exterior
doors or exterior windows by Tenant nor will any changes be made in existing
locks or the mechanism thereof without Landlord's permission. Tenant will,
upon termination of its tenancy, restore all keys to Landlord. I f a l oc k i s to
be changed, Tenant shall contact Landlord and Landlord shall make said change
at Tenant's expense.
2. Tenant will refer all contractors, contractor's representatives and
installation technicians, rendering any service on or to the Premises for
Tenant, to Landlord for Landlord's ~ppraval before performance of any contrac-
tual service. This provision shali 'app1"y to~ll'.work performed in the Building
including installation of telegraph equipment, electrical devices, and attach-
ments and installations of any nature affecting floors, walls, woodwork, trim,
windows, ceilings, and equipment of any physical portion of the Building.
3. Tenant shall not place, install or operate in the Premises or in any
part of the Building, any engine, stove or machinery, or conduct mechanical
operations or cook thereon Or therein, ~r place or use in or about the leased
premises any explosives, gasoline, kerosene, oil, acids, caustics, or any
inflammable, explosive, or hazardous material except for the installation and
use of a microwave oven and food and beverage vending machines or as otherwise
normally involved in the process of police department operations without
written consent of Landlord. . ,
4. Landlord will not be responsible for lost or stolen personal
property, equipment, money, or jewelry from the Premises or Common Areas or any
other area regardless of whether such loss occurs when area is locked against
entry or not.
S. No vehicles or animals of any kind shall be brought into or kept in
or about the Building.
6. Tenant shall not contract with Landlord's employees to render
services of any kind.
7- None of the entries, passages, or doors shall be blocked or
obstructed, or any rubbish, Ii tter, trash or material of any nature placed,
emptied or thrown into these areas, nor shall such areas be used at any time
except for access or egress by Tenant, Tenant's agents, employees, or invitees.
8. No person shall disturb the occupants of the Building by the making
of unseemly noise or any unreasonable use; except as may occur in the normal
course of police department operations.
9. No awnings or other projections shall be attached to the outside of
the Building and no curtains, blinds, shades, or screens, other than those
provided by Landlord, will be used in connection with any window of the
Premises without the written consent of Landlord.
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. . ..
10. No advertisement or other lettering will be exhibited, inscribed,
painted or affixed on the outside or inside of the Building without the written
consent of Landlord. In the event of the violation of the foregoing, Landlord
may remove same without any liability and at the expense of Tenant.
11. Canvassing, soliciting and peddling in the Building are prohibited
and Tenant s ha 11 cooperate to prevent the same.
Landlord reserves the right to make such other and further reasonable
rules and regulations as in its judgment may from time to time be needful, for
the safety, care and cleanliness of the Building, and for the preservation of
good order therein.
. ,. .", . I .
.,!
-ii-
such . . shall be borne solely by Tenant, ""ho s ha 11
1ncrease 1n 1nsurance prem1ums
reimburse Landlord for the same as additional rent after being separately
billed therefor.
~9.04 Waiver of Subrogation. Landlord and Tenant hereby release each
other and each other's employees, agents, customers, and invitees from any and
all liability for any loss, damage, or injury to person or property occurring
ln, on or about or to the Premises, improvements to the Building or personal
property within the Building by reason of fire or other casualty which could be
insured against under a standard fire and extended coverage insurance policy,
regardless of cause, including the negligence of Landlord or Tenant or their
employees, agents, customers, and invitees. Because the provisions of this
section preclude the assignment of any claim mentioned herein by way of
subrogation or otherwise to an insurance company or any other person, each
party to this agreement shall give to each insurance company which has issued
to it one or more policies of fire :ande"xtended 'coverage insurance notice of
the terms of the mutual releases contained in this section and have such
insurance policies properly endorsed, if necessary, to prevent the invalidation
of insurance coverages by reason of these mutual releases.
~9.05 Personal Property, Trade Fixtures and Additional Improvements.
Notwithstanding Landlord's obligations as provided in 9~9.03 and 10.03, Tenant
shall bear the so+e risk of any loss of or damage to any personal property
(including but not limited to, any furniture, machinery, equipment, goods, or
supplies) owned or leased by Tenant or wric~ Tenant may have on the Premises,
or any trade fixtures installed by or paid for by Tenant on the Premises, or
any additional improvements which Tenant may construct on the Premises; and
Landlord shall not be liable for any such loss or damage, regardless of cause,
including the negligence of Landlord,. its .employees, or agents.
ARTICLE X - GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE
910.01 Tenant's Responsibility. Tenant shall assume the risk of, be
responsible for, have the obligation to insure against, and indemnify Landlord
and hold it harmless from any and all liability for any loss, damage, or injury
to person or property occurring in, on or about the Premises, regardless of
cause, except for that caused by the sole negligence of Landlord and its
employees, agents, customers, and invitees, and Tenant hereby releases Landlord
from any and all liability for the same. Tenant's obligation to indemnify
Landlord shall include the duty to defend against any claims asserted by reason
of such loss, damage, or injury and to pay any judgments, settlements, costs,
fees, and expenses, including attorneys' fees, incurred in connection there-
with. Tenant shall bear the sole risk of any loss of or damage to its property
as provided in 99.05.
~10.02 Tenant's Insurance. Tenant, in order to enable it to meet its
obligation to insure against the liabilities specified in this agreement, shall
at all times during the term of this lease carry, at its own expense, for the
protection of Tenant and Landlord, as their interests may appear, one or more
policies of general public liability and property damage insurance, issued by
one or more insurance companies acceptable to Landlord, with the following
minimum coverages:
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A. ~orker's compensation, minimum statutory amount;
B. Comprehensive general liability insurance, including blanket
contractual liability, broad fonn property damage, personal injury, and
fire damage, for not less than $1,000,000 combined single limit for both
bodily injury and property damage; and
C. Fire and broad form extended coverage, vandalism and malicious
mischief, and sprinkler leakage insurance, for the full cost of repLace-
ment of Tenant's property and fixtures located in the Premises.
Tenant shall furnish Landlord and its designees with original or certified
copies of each insurance policy maintained under this section, including
renewal or replacement policies, and certificates of coverage and evidence of
Premium payments thereon as request~d by Landl.ord.from time to time, provided
that Landlord shall be under no dui~ eiiher t~ ~s~ertain that any such policies
exist, to examine any such policies or certificates, or to advise Tenant
whether or not any such policies comply with this lease. Each insurance policy
maintained under this section shall be issued by a responsible insurance
company approved by Landlord; shall name Landlord, Bank One, Columbus, N.A.,
and any other designees of Landlord as insured parties therein; shall provide
that the insurer waives its rights of subrogation against Landlord, Bank One,
Columbus, N.A., and any other designees of Landlord with respect to any claims
thereunder; shall provide that no act or omission (negligent or otherwise) of
Landlord, Tenant, or others shall limit or otherwise affect the insurer's
Obligation to pay Landlord, Bank One, Columbus, N.A., and any other designees
of Landlord all amounts which otherwise would be payable to it or them there-
under; shall provide for written notice to. Landlprd, Bank One, Columbus, N.A.,
and any other designees of Landlord at least 30 days prior to any cancellation,
expiration without renewal, or modification thereof and shall be in form and
substance satisfactory to Landlord.
~10.03 Landlord's Responsibility. Landlord shall assume the risk of,
be responsible for, have the obligation to insure against any and all liability
for any loss, damage, or injury to person or property (other than Tenant's
property as provided in ~9.05) occurring in, on or about the Common Areas,
except for that caused by the negligence of Tenant or its employees, agents,
customers, and invitees; and Landlord hereby releases Tenant from any and all
liability for the same.
ARTICLE XI - EMINENT DOMAIN
If the whole or any part of the Premises shall be taken for public or quasi-
public use by a governmental or other authority having the power of eminent
domain or shall be conveyed to such authority in lieu of such taking, and if
such taking or conveyance shall cause the remaining part of the Premises to be
untenantable and inadequate for use by Tenant for the purpose for which they
were leased, then Tenant may, at its option, terminate this lease as of the
date Tenant is required to surrender possession of the Premises. If a part of
the Premises shall be taken or conveyed but the remaining part is tenantable
and adequate for Tenant's use, then this lease shall be terminated as to the
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.
pa~t taken o~ conveyed as of the date Tenant sur~ende~s possession; Landlord
shall make such repairs, alterations, ana ill.t->rovements as may be necessary to
render the part not taken or conveyed tenantable; and the rent shall be reduced
in proportion to the pa~t of the Premises so taken or conveyed. All compensa-
tion awarded for such taking Or conveyance shall be the property of Landlord
without any deduction therefrom for any present or future estate of Tenant, and
Tenant hereby assigns to Landlord all of its right, title, and interest in and
to any such award. However, Tenant shall have the right to recover from such
authority, but not from Landlord, such compensation as may be awarded to Tenant
on account of moving and relocation expenses and depreciation to and removal of
Tenant's trade fixtures and personal property to the extent such compensation
does not reduce any amount otherwise payable to Landlord.
ARTICLE XII - LIENS
If, because of any act or omission :o'f Te'nant Or anyone claiming by, through, or
under Tenant, any mechanic's lien or other lien shall be filed against the
Premises or the Building or against other property of Landlord (whether or not
such lien is valid or enforceable as such), Tenant shall, at its own expense,
cause the same to be discharged of record within a reasonable time, not to
exceed 30 days, after the date of filing thereof, and shall also indemnify
Landlord and hold it harmless from any and all claims, losses, damages, judg-
ments, settlemerts, costs, and expenses, including attorneys' fees, resulting
therefrom or by reason thereof.
ARTICLE XIII - RENTAL, PERSONAL PROPERTY AND OTHER TAXES
Tenant shall pay before delinquency any and all taxes, assessments, fees, or
charges, including any sales, gross income~ rental, business occupation, or
other taxes, levied or imposed upon Tenant's business operations in the
Premises and any personal property or similar taxes levied or imposed upon
Tenant's trade fixtures, leasehold improvements, or personal property located
within the Premises. In the event any such taxes, assessments, fees, or
charges are charged to the account of, or are levied, or imposed upon the
property of, Landlord, Tenant shall reimburse Landlord for the same as addi-
tional rent. Notwithstanding the foregoing, Tenant shall have the right to
contest in good faith any such item and to defer payment, if required, until
after Tenant's liability therefor is finally determined.
If any Tenant finish improvements, trade fixtures, alterations or improvements,
or machines and equipment located in, on, or about the Premises, regardless of
whether they are installed or paid for by Landlord or Tenant and whether or not
they are affixed to and become a part of the realty and the property of
Landlord, are assessed for real property tax purposes at a valuation higher
than that at which other such property in other leased space in the Building is
assessed, then Tenant shall reimburse Landlord as additional rent for the
amount of real property taxes shown on the appropriate county official's
records as having been levied upon the Building or other property of Landlord
by reason of such excess assessed valuation.
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ARTICLE XIV - ASSIGNMENT AND SUBLETTING
Tenant shall not assign, transfer, mortgage, or otherwise encumber this
agreement or sublet or rent (or permit occupancy or u~e of) the Premises, or
any part thereof, without obtaining the prior written consent of Landlord which
shall not be unreasonably withheld, nor shall any assignment or transfer of
this agreement or the right of occupancy hereunder be effectuated by operation
of law or otherwise without the prior written consent of Landlord. The consent
by Landlord to any assignment or subletting shall not be construed as a waiver
or release of Tenant from the terms of any covenant or obligation under this
agreement, nor shall the collection or acceptance of rent from any such
assignee, subtenant, or occupant constitute a waiver or release of Tenant of
any covenant or obligation contained in this agreement, nor shall any assign-
ment or subletting be construed to relieve Tenant from obtaining the consent in
writ ing of Landlord to any further c\ssignment. pr s.ubletting. In the event that
Tenant defaults hereunder, Tenant' hereby assigns' to Landlord the rent due from
any subtenant or Tenant and hereby authorizes each such subtenant to pay said
rent directly to Landlord.
In no event shall Tenant be entitled to any proceeds of an approved sublease or
assignment resulting from Tenant charging a higher rent than it is obligated to
pay to Landlord under the provisions of this agreement. Any such proceeds
shall become the property of Landlord.
ARTICLE XV - TRANSFER BY LANDLORD
915.01 Sale and Conveyance of the Building. Landlord shall have the
right to sell and convey the Building at any tim~ during the term of this
agreement, subject only to the rights'of Tenant" hereunder; and such sale and
conveyance shall operate to release Landlord from liability hereunder after the
date of such conveyance as provided in 916.04.
915.02 Subordination. This agreement is subject and subordinate to the
lien of any and all mortgages which may now or hereafter encumber or otherwise
affect the Building of which the Premises forms a part and to all and any
renewals, extensions, modifications, recastings, or refinancings thereof. In
confirmation of such subordination, Tenant shall, at Landlord's request,
promptly execute any requisite or appropriate certificate or other document.
Tenant hereby constitutes and appoints Landlord as Tenant's attorney-tn-fact to
execute any such certificate or other document for or on behalf of Tenant.
Tenant agrees that in the event that any proceedings are brought for the
foreclosure of any such mortgage, Tenant shall attorn to the purchaser at such
foreclosure sale, if requested to do so by such purchaser, and to recognize
such purchaser as Landlord under this agreement, and Tenant waives the provi-
sions of any statute or rule of law, now or hereafter in effect, which may give
or purport to give Tenant any right to terminate or otherwise adversely affect
this agreement and the obligations of Tenant hereunder in the event that any
such foreclosure proceeding is prosecuted or completed.
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. .
ARTI CLE XV I - DEfAULTS AND REMEDIES
~16.01 Defaults by Tenant. The occurrence of anyone or more of the
following events shall be a default and breach of this agreement by Tenant:
A. Tenant shall fail to pay any monthly installment of Base Rent
within five days after the same shall be due and payable, or any addi-
tional rent or other sum due within 10 days after the same shall be due
and payable.
B. Tenant shall fail to perform or observe any term, condi tion,
covenant, or obligation required to be performed or observed by it under
this agreement for a period of 30 days after notice thereof from Landlord;
provided that if the term, condition, covenant, or obligation to be
performed by Tenant is of such nature that the same cannot reasonably be
performed within such 30-day.pa:riod', sucfi'def.ault shall be deemed to have
been cured if Tenant commences such performance within said 30-day period
and thereafter diligently completes the same.
C. Tenant shall vacate or abandon, or fail to occupy for a period
of 30 days, the Premises or any substantial portion thereof.
D. A trustee or receiver shall be appointed to take possession of
substantially all of Tenant's assets in, on or about the Premises or of
Tenant's interest in this agreement (and Tenant does not regain possession
within 60 days after such appointment); Tenant makes an assignment for the
benefit of creditors; or substantially all of Tenant's assets in, on or
about the Premises or Tenant's interest in this agreement is attached or
levied upon under execution (and.Tenant does not discharge the same within
60 days thereafter.)
E. A petition in bankruptcy, insolvency, or for reorganization or
arrangement is filed against Tenant pursuant to any federal or state
statute and, with respect to any such petition filed against it, Tenant
fails to secure a stay or discharge thereof within 60 days after the
filing of the same.
~16.02 Remedies of Landlord. Upon the occurrence of any event of
default set forth in ~16.01, Landlord shall have the following rights and
remedies, in addition to those allowed by law, anyone or more of which may be
exercised without further notice to or demand upon Tenant:
A. Landlord may reenter the Premises and cure any default of
Tenant, in which event Tenant shall reimburse Landlord as additional rent
for any cost and expense which Landlord may incur to cure such default;
and Landlord shall not be liable to Tenant for any loss or damage which
Tenant may sustain by reason of Landlord's action, regardless of whether
caused by Landlord's negligence or otherwise.
B. Landlord may terminate this agreement as of the date of such
default, in which event: (1) neither Tenant nor any person claiming under
or through Tenant s ha 11 thereafter be entitled to possession of the
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.
Premises, and Tenant shall immediately thereafter surrender the Premises
to Landlord; (2) Landlord may re-enter the Premises and dispossess Tenant
or any other occupants of the Premises by force, summary proceedings,
ejectment, or otherwise, and may remove their effects, without prejudice
to any other remedy which Landlord may have for possession or arrearages
in rent; and (3) notwithstanding the termination of this agreement (a)
Landlord may declare all rent which would have been due under this
agreement for the balance of the term to be immediately due and payable,
whereupon Tenant shall be obligated to pay the same to Landlord, together
with all loss or damage which Landlord may sustain by reason of such
termination and reentry, or (b) Landlord may relet all or any part of the
Premises for a term different from that which would otherwise have
constituted the balance of the term of this lease and for rent and on
terms and conditions different from those contained herein, whereupon
Tenant shall immediately be obligated to pay to Landlord as liquidated
damages the difference betwe~D;therent ~~rQvided for herein and that
provided for in any lease covering a subsequent reletting of the Premises,
for the period in which would otherwise have constituted the balance of
the term of this lease, together with all of Landlord's costs and expenses
for preparing the Premises for reletting, including all repairs, tenant
finish improvements, broker's and attorney's fees, and all loss or damage
which ~and10rd may sustain by reason of such termination, reentry, and
re1etting, it being expressly understood and agreed that the liabilities
and remedies specified in clauses (A) and (B) hereof shall survive the
termination of this agreement.
C. Landlord may sue for injunctive relief or to recover damages for
any loss resulting from the breach.
916.03 Default by Landlord and R~medtes of Tenant. It shall be a
default and breach of this agreement by Landlord if it shall fail to perform or
observe any term, condition, covenant, or obligation required to be performed
or observed by it under this agreement for a period of 30 days after notice
thereof from Tenant; provided, however, that if the term, condition, covenant
or obligation to be performed by Landlord is of such nature that the same
cannot reasonably be performed within such 30-day period, such default shall be
deemed to have been cured if Landlord commences such performance within said
30-day period and thereafter diligently undertakes to complete the same. Upon
the occurrence of any such default, Tenant may sue for injunctive relief or to
recover damages for any loss resulting from the breach, but Tenant shall not be
entitled to terminate this agreement or withhold or abate any rent due here-
under.
Tenant agrees to give any mortgagee(s) and/or trust deed holder(s),
by registered mail, a copy of any notice of default served upon Landlord,
provided that prior to such notice Tenant has been notified in writing (by way
of notice of assignment of rents and leases, or otherwise) of the addresses of
such mortgagee(s) and/or trust deed holder(s). Tenant further agrees that if
Landlord shall have failed to cure such default within the time provided for in
this agreement, then the mortgagee(s) and/or trust deed ho1der(s) shall have an
additional 30 days within which to cure such default or if such default cannot
be cured within that time, then such additional time as may be necessary to
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, .
cure such default shall be granted if within such 30 days any mortgagee and/or
trust deed holder has commenced and is diligently pursuing the remedies
necessary to cure such default (including but not limited to commencement of
foreclosure proceedings if necessary to effect such cure), in which event this
agreement shall not be terminated while such remedies are being so diligently
pu r s ue d .
In the event of a sale or transfer of the Building, the "Landlord"
named herein, or, in the case of a subsequent transfer, the transferor, shall,
after the date of such transfer, be automatically released from all personal
liability for the performance or observance of any term, condition, covenant,
or obligation required to be performed or observed by Landlord hereunder; and
the transferee shall be deemed to have assumed all of such terms, conditions,
covenants, and obligations, it being intended hereby that such terms, condi-
tions, covenants, and obl igations shall .be bi!:1ding. upon Landlord, its succes-
sors and assigns, only during and-in respect of their successive periods of
ownership during the term of this agreement.
916.04 Non-Waiver of Defaults. the failure or delay by either party
hereto to enforce or exercise at any time any of the rights or remedies or
other provisions of this agreement shall not be construed to be a waiver
thereof, nor affect the validity of any part of this agreement or the right of
either party thereafter to enforce each and every such right or remedy or other
provlslons. No waiver of any default and breach of this agreement shall be
held to be a waiver of any other default and breach. The receipt by Landlord
of less than the full rent due shall not be construed to be other than a
payment on account of rent then due, nor shall any statement on Tenant's check
or any letter accompanying Tenant's check be deemed an accord and satisfaction,
and Landlord may accept such payment Qithout prejudice to Landlord's right to
recover the balance of the rent due or to pursue any other remedies provided in
this agreement. No act or omission by Landlord or its employees or agents
during the term of this lease shall be deemed an acceptance of a surrender of
the Premises, and no agreement to accept such a surrender shall be valid unless
in writing and signed by Landlord.
916.05 Attorneys' Fees. In the event Tenant defaults in the perform-
ance or observance of any of the terms, conditions, covenants, or obligations
contained in this agreement and Landlord places the enforcement of all or any
part of this agreement, the collection of any rent due or to become due or the
recovery of possession of the Premises in the hands of an attorney, Tenant
agrees to reimburse Landlord for the attorney's fees incurred thereby, whether
or not suit is actually filed.
ARTICLE XVII - NOTICE AND PLACE OF PAYMENT
917.01 Notices. Any notice required or permitted to be given under
this agreement or by law shall be deemed to have been given if written and
delivered in person or mailed by Registered or Certified mail, postage prepaid
to the party who is to receive such notice at the address specified in Item H
of the Basic Lease Provisions. When so mailed, the notice shall be deemed to
have been given as of the date it was mailed. The address specified in Item H
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of the Basic Lease Provisions may be changed by giving written notice thereof
to the other party.
917.02 Place of Payment. All rent and other payments required to be
made by Tenant to Landlord shall be delivered or mailed to Landlord at the
address specified in Item H of the Basic Lease Provisions or any other address
Landlord may specify from time to time b) ~Ltten notice given to Tenant.
ARTICLE XVIII - MISCELLANEOUS GENERAL PROVISIONS
~18.01 Definition of Rent. Any amounts of money to be paid by Tenant
to Landlord pursuant to the provisions of this agreement, whether or not such_
payments are denominated "rent", "additional rent", other costs or expenses,
and whether or not they are to be periodic or recurring, shall be deemed "rent"
or "additional rent" for purposes of this agreement; and any failure to pay any
of the same as provided in ~16.01. hereof. shalt. ent'itle Landlord to exercise all
of the rights and remedies afforded hereby by law for the collection and
enforcement of Tenant's obligation to pay rent. Tenant's Obligation to pay any
such rent pursuant to the provisions of this agreement shall survive the
expiration or other termination of this lease and the surrender of possession
of the Premises after any hold over period.
~18.02 Estoppel Certificate. Tenant agrees, at any time and from time
to time, upon not less than five days prio~ written notice by Landlord, to
execute, acknowledge, and deliver to Landlord a statement in writing (i)
certifying that this agreement is unmodified and in full force and effect (or
if there have been modifications), (ii) stating the dates to which the rent and
any other charges hereunder have been paid by Tenant, (iii) stating whether or
not to the best knowledge of Tenant, Landlord .is. in default in the performance
of any covenant, agreement, or condition contained in this agreement, and if
so, specifying each such default of which Tenant may have knowledge, and (iv)
stating the address to which notices to Tenant should be sent. Any such
statement delivered pursuant hereto may be relied upon by any owner of the
Building or the land, any prospective purchaser of the Building or the land,
any mortgagee or prospective mortgagee of the Building or the land or of
Landlord's interest in either, or any prospective assignee of any such mortga-
gee.
~18.03 Indemnification for Leasing Commissions. Each party hereto
shall indemnify and hold harmless the other party for any and all liability
incurred in connection with the negotiation or execution of this agreement for
any real estate broker's leasing commission or finder's fee which has been
earned by a real estate broker or other person who was or claims to have been
acting on such party's behalf or whose initial contact was with such party.
~18.04 Governing Law. This agreement is being executed and delivered
by Landlord in the State of Ohio and shall be construed and enforced in
accordance with the laws of that state.
~18.05 Successors and Assigns. Except as provided above, this agree-
ment and the respective rights and obligations of the parties hereto shall
inure to the benefit of and be binding upon the successors and assigns of the
- 19 -
(1) Taxes - "Taxes " shall mean property tax costs and expenses
consisting of real and personal property taxes and assessments upon
the Building or assessments levied 1n lieu thereof imposed by any
governmental authority or agency, and any non-progressive tax on or
measured by gross rentals received from the rental of space in t he
Building, but shall not incl ude any net 1ncome, franchise, capital
s t OC k, estate or inheritance taxes.
(2) Utilities - "Utilities" shall mean utilities costs and
expenses consisting of electric, gas, water and sewer charges of the
Building and in general, all other costs and expenses which would
under generally accepted accounting principles, be regarded as
utilities cost Or expense except any and all third-party bills for
trash disposal, telephone Or other utility services used by Tenant
which are separately bill.e.d. -
.... ,
B. Tenant's Payment Obligation. In addition to the Base Rent,
Tenant shall pay to the Landlord Tenant's share of Taxes in an amount
equal to the annual sum of $3,250, payable in equal monthly installments
of $271 each month during the term of this lease. Tenant's share of Taxes
may be adjusted, subsequent to the Commencement Date, to reflect any
increase or decrease in the Taxes paid or payable by Landlord, in the same
proportion as the increase or decrease in Taxes, provided that Landlord
shall provide Tenant with a statement showing the actual amount of the
Taxes prior to and subsequent to any increase or decrease and the propor-
tionate increase or decrease in the Tenant's share of Taxes.
In addition to the Base Rent, Tenant shall pay to Landlord as
additional rent each month during the"term' ~f this lease, Tenant's share
of Utilities as most recently estimated by Landlord. Tenant's share of
Utilities shall mean 16.7% of the cost or expense of metered service to
the 30,000 square foot area of the Building which includes the Premises,
9.1% of the cost or expense of Utilities provided to the Building, or such
other amount determined by Landlord from time to time as the portion of
Utilities which reflects Tenant's actual usage. Tenant shall pay any and
all third-party bills for trash disposal, telephone and other utility
services used in connection with the Premises during the term of this
lease which are separately billed to the Tenant.
The amount of Tenant's share of Utilities for a particular month
shall be estimated from time to time by Landlord, and written notice
thereof shall be given to Tenant. As soon as practical after the end of
each calendar year during the term of this lease and after the Termination
Date, respectively, Landlord shall prepare and deliver to Tenant a
statement showing in reasonable detail the actual amount of Utilities, for
the preceding period of the lease and the actual amount of Tenant's share
of Utilities as defined in this section. Within 30 days after receipt of
the aforementioned statement, Tenant shall pay to Landlord, or Landlord
shall credit against the next rent payment or payments due from Tenant, as
the case may be, the difference between the actual amount of Tenant's
- 5 -
share of Utllities fa r the preceding period and the estimated amount paid
by Tenant during that period.
C. Tenant Verification. Tenant or its accountants s ha 11 have the
right to lnspect, at reasonable times and in a reasonable manner, during
the 30 day period following the delivery of Landlord's statement of the
actual amount of Taxes or Utilities, Landlord's books of account and
records which pertain to and contain information concerning tax and
utilities costs and expenses in order to verify the stated amounts. If
Tenant disputes any item or items included in Landlord's statement of
Taxes or Utilities for a particular period, and the dispute is not
resolved by Landlord and Tenant within 60 days after the statement for the
period was delivered to Tenant, then either party may, within 30 days
the reaf ter, request that a firm of independent certified public accoun-
tants selected by Landlord render an opinion as to whether or not the
disputed item or items may p~op~rly:be included in Taxes or Utilities for
the period; and the opinion of such firm on the matter shall be conclusive
and binding upon Landlord and Tenant. The fees and expenses incurred in
obtaining the accountants opinion shall be borne by the party adversely
affected thereby; and if more than one item is disputed and the opinion
adversely affects both parties, the fees and expenses shall be apportioned
between the parties. If Tenant does not dispute any item or items
included in Landlord's statements of Taxes or Utilities for a particular
period within 30 days after the statement for a period was delivered to
it, Tenant shall be conclusively deemed to have approved such statement.
~3.03 Service Charge. If any installment of Base Rent or any other
payment provided for in this agreement is not paid within the applicable period
specified in ~l6.01(A), Tenant shall pay t~ Landlord a late charge of five
percent of the amount of such installment or other payment, and, in addition,
the unpaid amount shall bear interest at a fluctuating rate which is four
percent greater than the "prime rate" anr,ou~..;ed by Bank One, Columbus, N.A.,
from the date such installment became due and payable to the date of payment by
Tenant; provided that nothing contained in this agreement shall be construed or
implemented in such a manner as to allow Landlord to charge or receive interest
in excess of the maximum legal rate then allowed by law. Such late charge and
interest shall constitute additional rent hereunder due and payable with the
next monthly installment of Base Rent.
ARTICLE IV - TENANT FINISH IMPROVEMENTS
~4.0l Construction. Landlord shall complete the requested tenant
finish improvements to the Premises in accordance with the plans and specifica-
tions described in the schedule attached hereto as "Exhibit C," in a manner
which is consistent with the quality of the Building as it now exists.
~4.02 Tenant's Contribution. In addition to the Base Rent, Tenant
shall pay to Landlord $1,541 as additional rent each month during the first 36
consecutive months of this agreement which is equal to $47,000, the estimated
cost of the tenant finish improvements described in Exhibit C, plus imputed
interest at the rate of 11% per annum, compounded monthly.
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If the cost or expense of the tenant finish improvements as described
in Exhibit C exceeds the estimated cost of $47,000, Tenant s ha 11 pay to
Land 10 rd the total difference between the total actual cost or expense of the
tenant finish improvements and $47,000 with the next monthly installment of
Base Rent.
If Tenant requests that any changes be made by Landlord to the tenant
finish improvements described in Exhibit C, Tenant shall reimburse Landlord for
all costs and expenses incurred as a result such changes with the next monthly
installment of Base Rent. No such changes will be made without the prior
written approval of Landlord.
ARTICLE V - USE OF PREMISES
~S.Ol Specific Use. The Premises shall be occupied and used exclu-
sively for the housing and operation of the ~'b~in Police Department and for
purposes incidental thereto, and shall not be used for any other purpose.
~S.02 Covenants Regarding Use. In connection with its use of the
Premises, Tenant agrees to do the following:
A. Tenant shall use the Premises and conduct its business thereon
in a safe, careful, reputable, and lawful manner.
B. Tenant shall not commit, nor allow to be committed, ln, on or
about the Premises or the Building, any act of waste, including any act
which might deface, damage, or destroy the Building or any part thereof;
use or permit to be used on the Premises any hazardous substance, equip-
ment, or other thing which might. cause injury to person or property or
increase the danger of fire or other casualty in, on or about the Pre-
mises; permit any objectionable or offensive noise or odors to be emitted
from the Premises; or do anything or permit anything to be done, which
would, in Landlord's opinion, disturb or tend to disturb other tenants
occupying leased space in the Building.
C. Tenant shall not use the Premises, or allow the Premises to be
used, for any purpose or in any manner which would, in Landlord's opinion,
invalidate any policy of insurance now or hereafter carried on the
Building or increase the rate of premiums payable on any such insurance
policy. If Tenant fails to comply with this covenant, Landlord may, at
its option, require Tenant to stop engaging in such activity or to
reimburse Landlord as additional rent for any increase in premiums charged
during the term of this lease on the insurance carried by Landlord on the
Premises and attributable to the use being made of the Premises by Tenant.
D. Tenant shall not vacate or abandon the Premises at any time
during the term of this lease without Landlord's written consent.
~5.03 Access to and Inspection of the Premises. Landlord, its
employees and agents and any mortgagee of the Building shall have the right to
enter any part of the Premises at any time during normal business hours and at
any other time with 24-hours prior notice to Tenant for the purpose of examin-
- 7 -
lng or inspecllng the same, showing the same to prospective purchasers,
mortgagees, or tenants and for making such repairs, alterations, or lmprove-
ment s to the Premises or the Building as Landlord may deem necessary or
desirable. If representatives of Tenant shall not be present to open and
pe rm i t such entry into the Premises at any time when such entry lS necessary or
permitted hereunder, Landlord and its employees and agents may enter the
Premises by means of a master key or otherwise. Landlord shall lncur no
liabil ity to Tenant for such entry, nor shall such entry constitute an eviction
of Tenant or a termination of this agreement, or entitle Tenant to any abate-
ment of rent therefor.
~ 5 . 04 Compliance with Laws. Tenant shall comply with all laws,
statutes, ordinances, rules, regulations, and orders of any federal, state,
municipal or other government or agency thereof having jurisdiction over and
relating to the use and occupancy of the Premises, except that Tenant shall not
be responsible for or required to IIl4kestruct'U.r~l..repairs to the Building or
the Premises unless, in the case of the latter, they are occasioned by its own
negligence.
~5.05 Compliance with Building Rules and Regulations. Rules and
Regulations governing the use and occupancy of the Premises have been adopted
by Landlord for the mutual benefit and protection of the tenants in the
Building. Tenant shall comply with and conform to the Rules and Regulations
which are set forth on a schedule attached hereto as "Exhibit Oil. Landlord
shall have the right to amend such rules and regulations or to make new rules
and regulations from time to time in any manner that it deems necessary or
desirable in order to insure the safety, care and cleanliness of the Building
and the preservation of order therein. Any such amendments to the rules and
regulations shall be set forth in wri~ing ~nd shall be given to Tenant, who
shall thereafter comply with and conform to the same.
ARTICLE VI - UTILITIES AND OTHER BUILDING SERVICES
96.01 Services and Utilities. Landlord will provide air conditioning
during the seasons of the year when Landlord reasonably determines air condi-
tioning is required and heat during the seasons of the year when Landlord
reasonably determines heat is required. A continuous supply of electricity,
water and other utilities shall be maintained to the Premises as is sufficient
for Tenant's use in Landlord's sole but reasonable judgment. The normal hours
of operation of the Building, other than the Premises, are 8:00 a.m. to
5:00 p.m. Monday through Friday (except legal holidays). There are no normal
hours of operation of the Building on Saturdays, Sundays or legal holidays, and
Landlord shall not be obligated to provide Building services, except as
provided herein, unless special arrangements are made by Tenant.
96.02 Additional Services. If Tenant requests any other utilities or
building services in addition to those identified above or any of the above
utilities or building services in frequency, scope, quality, or quantities
substantially greater than that which Landlord determines are normally required
by other tenants in the Building for their general use, then Landlord shall use
reasonable efforts to attempt to furnish Tenant with such additional utilities
or building services. In the event Landlord is able to and does furnish such
- 8 -
additiunal utilities or building 5ervices, the cost and expense thereof shall
be borne by Tenant, who shall reimburse Landlord monthly for the same as
provided in ~6.04.
Tenant shall not install or connect any electrical equipment other than
the machines and equipment typically used for the housing and operation of a
police department without Landlord's prior written consent. If Land lord
determines that electrical equipment to be installed Or connected exceeds the
designed load capacity of the Building's electrical system Or is in any way
incompatible therewith, then Landlord shall have the right, as a condition to
granting its consent, to make modifications to the electrical system Or other
parts of the Building or Premises, Or to require Tenant to make modifications
to the equipment to be installed or connected, as Landlord considers to be
reasonably necessary before Tenant's equipment may be installed or connected.
The cost and expense of any such modifications shall be borne by Tenant, who
shall reimburse Landlord for the s~~e (o,r any. pO,r~ion thereof paid by Landlord)
as provided in ~6.04. ' . ..
~6.03 Interruption of Services. Anyone or more of the utilities or
other building services identified in ~6.0l may be interrupted by reason of
accident, emergency, or other causes beyond Landlord's control, or may be
discontinued or diminished temporarily by Landlord or other persons until
certain repairs, alterations, or improvements can be made. Landlord does not
represent or warrant the uninterrupted availability of such utilities or
building service, and any such interruption shall not be deemed an eviction or
disturbance of Tenant's right to possession, occupancy and use of the Premises
or any part thereof or render Landlord liable to Tenant for damages by abate-
ment of rent or otherwise, or relieve Tenant from the obligation to perform its
covenants under this agreement.
~6.04 Payment for Utilities and Building Services. The cost and
expense of all additional utilities or other building services furnished by
Landlord at the request of Tenant or as a result of Tenant's activities as
provided in ~6.02 shall be borne by Tenant, who shall be separately billed and
shall reimburse Landlord for same as additional rent.
ARTICLE VII - SIGNS
Tenant shall not inscribe, paint, affix or display any signs, advertisements or
notices on the Building, including but not limited to the exterior of the
Building and the lObby, except for such tenant identification information as
Landlord expressly permits; provided that such permission will not be unreason-
ably withheld.
ARTICLE VIII - REPAIRS, MAINTENANCE, ALTERATIONS, IMPROVEMENTS AND FIXTURES
~8.0l Repair and Maintenance of Building. Landlord shall keep and
maintain in good order, condition, and repair the roof, exterior and interior
structural walls (including any plate glass windows comprising a part thereof),
foundation, and the electrical, plumbing, heating, ventilation, and air-condi-
tioning systems serving the Premises and other parts of the Building. The cost
and expense of all such repairs shall be borne by Landlord, except for those
- 9 -
made to any electrical, plumbing, heating, ventilation, and air-conditioning
components which have been installed in the Premises pursuant to ~6.02, and
except for those made necessary by the negligence, misuse, or defaul t of
Tenant, its employees, agents, customers, or invitees, in which event they
shall be borne by Tenant, who shall be separately billed and shall reimburse
La nd lord for the same as additional rent.
~8.02 Repair and Maintenance of Premises. Tenant sha 11 keep and
maintain the Premises in good order, condition and repair. Except for ordinary
wear and tear and damage which Tenant is not obligated to repair as provided in
Article VIII of this agreement, the cost and expense of all such repairs and
maintenance shall be borne by Tenant, who shall be separately billed and shall
reimburse Landlord for the same as additional rent.
~8.03 Alterations or Improyements. Ien~nt may make, or may permit to
be made, alterations or improvement's to the Premises, but only if Tenant
obtains the prior written consent of Landlord thereto. If Landlord allows
Tenant to make any alterations or improvements to the Premises, Tenant shall
make the same in accordance with all applicable laws and building codes, in a
good and workmanlike manner and in quality equal to or better than the original
construction of the Building and shall comply with such requirements as Land-
lord considers necessary or desirable, including without limitation require-
ments as to the manner in which and the times at which such work shall be done
and the contractor or subcontractors to be selected to perform such work.
Tenant shall promptly pay all costs and expenses attributable to such altera-
tions and improvements and shall indemnify Landlord against any mechanics'
liens or other liens or claims filed or asserted as a result thereof and
against any costs or expenses which may be ,incurred as a result of building
code violations attributable ~o such work.' Tenant shall promptly repair any
damage to the Premises or the Building caused by any such alterations or
improvements. Any alterations or improvements to the Premises, except movable
office furniture and equipment and trade fixtures, shall become a part of the
realty and the property of Landlord, and shall not be removed by Tenant.
~8.04 Trade Fixtures. Any trade fixtures installed on the Premises by
Tenant at its own expense may, and, at the request of Landlord, shall be
removed on the termination of this lease, provided that Tenant is not then in
default, that Tenant bears the cost of such removal, and further that Tenant
repairs at its own expense any and all damage to the premises resulting from
such removal. If Tenant fails to remove any and all such trade fixtures from
the Premises on the termination of this lease, all such trade fixtures shall
become the property of Landlord unless Landlord elects to require their
removal, in which case Tenant shall at its cost or expense promptly remove same
and restore the premises to their prior condition.
ARTICLE IX - FIRE OR OTHER CASUALTY; CASUALTY INSURANCE
99.01 Substantial Destruction of~e Building or the Premises. If
either the Building or the Premises should be substantially destroyed or
damaged (which as used herein, means destruction or material damage to the
extent that the Building or the Premises cannot reasonably be used for the
conduct of business substantially as contemplated by this agreement) by fire or
- 10 -
.
other casualty, then either party hereto may, at its option, terminate this
lease by giving written notice thereof to the other party within 30 days after
the date of such casualty. In such event, rent shall be apportioned to and
shall cease as of the date of such casualty. If neither party exercises this
option, then the Premises shall be reconstructed and restored, at Landlord's
expense, to substantially the same condition as they were prior to the
casualty; provided that Landlord's obligation shall be limited to the recon-
struction of such tenant finish improvements as were originally required to be
made by Landlord in accordance with the plans and specifications referred to in
~4.0l; and further that if Tenant has made any additional improvements pursuant
to ~8.03, Tenant shall reimburse Landlord for the cost and expense of recon-
structing the same. In the event of such reconstruction, rent shall be abated
from the date of the casualty until substantial completion of the reconstruc-
tion repairs; and this lease shall continue in full force and effect for the
balance of the term.
~9.02 Partial Destruction of the Premises. If the Premises should be
damaged by fire or other casualty, but not substantially destroyed or damaged
to the extent provided in ~9.01, then such damaged part of the Premises shall
be reconstructed and restored, at Landlord's expense, to substantially the same
condition as they were prior to the casualty; provided that Landlord's obliga-
tion shall be limited to the reconstruction of such tenant finish improvements
as were originally required to be made by Landlord in accordance with the plans
and specifications referred to in ~4.0l; and further that if Tenant has made
any additional improvements pursuant to ~8.03, Tenant shall reimburse Landlord
for the cost and expense of reconstructing the same. In such event, if the
damage is expected to prevent Tenant from carrying on its business in the
Premises to an extent exceeding 30% of its normal police department operations,
rent shall be abated in the proportion whi~h the'approximate area of the
damaged part bears to the total area in the Premises from the date of the
casualty until the reconstruction repairs have been completed to an extent
which allows Tenant to resume 70% of its normal police department operations;
and this lease shall continue in full force and effect for the balance of the
term. Landlord shall use reasonable diligence in completing such reconstruc-
tion repairs, but in the event Landlord fails to complete the same within 180
days from the date of the casualty, Tenant may, at its option, terminate this
lease upon giving Landlord written notic~ t~ that effect, whereupon both
parties shall be released from all further obligations and liability hereunder.
~9.03 Casualty Insurance. Landlord shall be responsible for insuring
and shall at all times during the term of this lease carry, a policy of
insurance which insures the Building, including the Premises, against loss or
damage by fire or other casualty deemed appropriate by Landlord; provided,
however, that Landlord shall not be responsible for, and shall not be obligated
to insure against, any loss of or damage to any personal property of Tenant or
which Tenant may have on the Premises or any trade fixtures installed by or
paid for by Tenant on the Premises, or any additional improvements which Tenant
may construct on the Premises, as provided in ~8.03, or any loss of business by
Tenant. If the tenant finish improvements installed by Landlord pursuant to
~4.01 or if any alterations or improvements made by Tenant pursuant to ~8.03
result in an increase in the premiums charged during the term of this lease on
the casualty insurance carried by Landlord on the Building, then the cost of
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. .
Page
~8.03 Alterations or Improvements 10
~8.04 Trade Fixtures 10
ARTICLE IX - FIRE OR OTHER CASUALTY; CASUALTY INSURANCE 10
~9.01 Substantial Destruction of the Building or the Premises 10
~9.02 Partial Destruction of the Premises 11
~9.04 Waiver of Subrogation 12
~9.0S Personal Property, Trade Fixtures and
Additional Improvements 12
ARTICLE X - GENERAL PUBLIC LIABILITY, INDEMNIFICATION AND INSURANCE 12
. ' ,,., . . .,
~10.01 Tenant's Responsibil{ty .. 12
~10.02 Tenant's Insurance 12
~10.03 Landlord's Responsibility 13
ARTICLE XI - EMINENT DOMAIN 13
ARTICLE XII - LIENS 14
ARTICLE XIII - RENTAL, PERSONAL PROPERTY AND OTHER TAXES 14
ARTICLE XIV - ASSIGNMENT AND SUBLETTING 15
ARTICLE XV - TRANSFER BY LANDLORD . , 15
~IS.01 Sale and Conveyance of the Building 15
~15.02 Subordination 15
ARTICLE XVI - DEFAULTS AND REMEDIES 16
~16.01 Defaults by Tenant 16
~16.02 Remedies of Landlord 16
~16.03 Default by Landlord and Remedies of Tenant 17
~16.04 Non-Waiver of Defaults 18
~16.05 Attorneys' Fees 18
ARTICLE XVII - NOTICE AND PLACE OF PAYMENT 18
~17.01 Notices 18
~17.02 Place of Payment 19
ARTICLE XVIII - MISCELLANEOUS GENERAL PROVISIONS 19
~18.01 Definition of Rent 19
~18.02 Estoppel Certificate 19
~18.03 Indemnification for Leasing Commissions 19
~18.04 Governing Law 19
ii
Page
~18.0S Successors and Assigns 19
~18.06 Severability of Invalid Provisions 20
~18.07 Definition of the Relationship between the Parties 20
~18.08 Certain Words, Gender and Headings 20
~18.09 Quiet Enjoyment 20
~18.10 Complete Agreement; Amendments 20
. , ,,.., . . .,
.'
iii
BUILDING LEASE
This lease agreement is made , 1988 between Jeffrey M.
Wilkins, an individual residing in Franklin County, Ohio ("Landlord"), and the
City of Dublin, an Ohio charter municipality ("Tenant"), who hereby agree as
follow s :
ARTICLE I - DESCRIPTION AND LEASE OF PREMISES
~ 1. 01 Lease of Premises. Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, on the terms and conditions set forth in this
agreement, the following described space, hereinafter called the "Premises",
together with all appurtenances, for the term hereinafter specified.
. ' , . , '
~ 1. 02 Basic Lease Provisi6~s.
A. Building Address: 7001 Discovery Boulevard
Dublin, Ohio 43017
B. Total Leasable Area in the Building: 55,000 square feet
C. Leasable Area in the Premises: 5,000 square feet
D. Term: The term of this lease shall commence on January 1, 1989
or on such earlier date as Tenant acce~cs possession of the Premises (the
"Commencement Date") and end on December 31, 1991 (the "Termination Date")
unless the Termination Date is postpo~ed a~,provided in ~2.01.
E. Annual Base Rent: $45,000
F. Monthly Installments of Base Rent: $3,750
G. Address for Notices and Payments:
Tenant: Ci ty of Dubl in
6665 Coffman Road
Dublin, Ohio 43017
Landlord: Jeffrey M. Wilkins
c/o The Wilkins Company
7001 Discovery Boulevard
Dublin, Ohio 43017
~ 1. 03 Description of the Building, Premises and Common Areas.
A. The Building. The address and number of square feet of the
Building in which the Premises are located are specified in Items A and B
of the Basic Lease Provisions (which are set forth in ~1.02 of this
agreement) . The Building is situated on a certain tract of land in the
City of Dublin, Franklin County, Ohio which is more specifically described
- 1 -
in the schedule attached hereto as "Exhibit A". Any reference in this
85reement to the term "Building" shall include the "Common Areas" (as
defined in ~1.03(C)) and the land described in Exhibit A, unless the
context requires otherwise.
B. The Premises. The Premises consists of multi-purpose office
space containing the number of square feet specified in Item C of the
Basic Lease Provisions which is located on the first floor of the Building
and cross-hatched on the floor plan of the first floor of the Building
which is attached hereto as "Exhibit B".
C. The Common Areas. The term "Conmon Areas", as used in this
agreement, refers to the areas of the Building described in Exhibits A and
B which are designated by Landlord for use in common by Tenant and other
lessees of Landlord and their respecti"e employees, agents, customers,
invitees and others, and incl~d,es t.he sidewalks, driveways, parking areas
South of the Building, and other areas as ~ay now or hereafter be desig-
nated as Conmon Areas by Landlord.
The lease of the Premises, as set forth in this Article I, shall
include the non-exclusive right to use the Conmon Areas in common with and
subject to the rights of other tenants in the Building and subject to the
security procedures and generally adopted regulations of Landlord as may
be adopted by Landlord from time to time.
ARTICLE II - TERM AND POSSESSION
~2.01 Term and Tenant's Renewal Options~ The term of this lease shall
be for the period specified in Item D of t"Ile Basic Lease Provisions and shall
begin and end on the Commencement Date and Termination Date, respectively.
Tenant shall have the options to renew this lease and postpone the Termination
Date for three additional terms of one year each; provided tha t, at any time
during the renewal terms, in the event of any transfer of ownership of the
Building (as defined in ~1.03(A) of this agreement) to anyone other than an
affiliate of the Landlord or in the event of institution of a foreclosure
action by the holder of any first mortgage on the Building, Bank One, Columbus,
N.A., or its successors or assigns, may terminate this lease upon six months
prior notice to the Tenant. Each of Tenant's renewal options may be exercised
by giving Landlord notice, not later than 90 days before expiration of the then
effective term of this lease. Any reference in this agreement to the "term of
this lease" shall include any renewal term with respect to which Tenant
exercises its renewal option. If Tenant exercises any of his renewal options
under this section, all terms and conditions of this agreement which are
applicable during the initial term of the lease shall also be applicable during
each such renewal term.
~2.02 Delayed Possession. If Landlord determines that it will be
unable to complete the tenant finish improvements (as described in ~4.01) and
have the Premises ready for occupancy by the Commencement Date, Landlord shall
give Tenant written notice to that effect, and thereafter the Commencement Date
shall be postponed to the earlier of (i) the date upon which Landlord delivers
- 2 -
and Tenant accepts possession of the Premises, or (ii) the tenth day after
Landlord shall have notified Tenant in writing that the Premises are ready for
occupancy. In the event of such postponement, the term of this Lease shall
remain the same, but the Termination Date shall be extended for the same number
of days the Commencement Date was postponed; Tenant's obligation to pay rent
shall be postponed for a like number of days; and Landlord shall not be liable
to Tenant for any loss or damage resulting from Landlord's delay in delivering
possession of the Premises to Tenant.
If Landlord is unable to deliver possession of the Premises to Tenant
or to notify Tenant that the Premises are ready for occupancy by the Commence-
ment Date because Tenant has requested changes in the plans and specifications
of the tenant finish improvements or becaus~ of other causes attributable to
Tenant, then the term shall begin, and Tenant shall pay to Landlord all rent
due, as of the Commencement Date, even though Tenant has not taken possession
of the Premises by such date. ~. ,
~2.03 Tenant's Acceptance of the Premises. On or prior to the fifth
day following delivery of possession of the Premises to Tenant as hereinbefore
provided, Tenant shall give Landlord a letter signed by a representative of
Tenant acknowledging (i) the Commencement Date and Termination Date of this
lease; (ii) that Tenant has accepted the Premises for occupancy; and (iii) that
the condition of the Premises, including the tenant finish improvements
constructed thereon, was at the time of delivery of .possession satisfactory and
in conformity with the provisions of this agreement in all respects except for
failure of Landlord to complete the Premises in accordance with the plans and
specifications (as described in ~4.01) as to which Tenant shall give written
notice to Landlord within 30 days after such delivery. Tenant's letter shall
become a part of this agreement. If Tenan~ ta~~s possession of and occupies
the Premises, Tenant shall be deemed to have accepted the Premises in the
manner described in this section, even though the letter provided for herein
has not been given to Landlord.
In the event of a dispute between Landlord and Tenant over whether
the tenant finish improvements were constructed in accordance with the plans
and specifications therefor, a certificate signed by an independent architect
mutually agreed upon by the parties stating that such improvements were
substantially completed in accordance with the plans and specifications and in
a manner that is consistent with the quality of the Building as it now exists
shall be conclusive and binding upon Tenant. The cost of the independent
architect shall be borne equally by Landlord and Tenant. In the event that
Landlord and Tenant are unable to mutually agree upon an independent architect,
Landlord and Tenant shall each select a disinterested person and those two
nominees shall agree upon and appoint an independent architect.
~2.04 Surrender of the Premises. On the Termination Date, or any
earlier termination of this lease, or upon the exercise by Landlord of its
right to reenter the Premises without terminating this lease, Tenant shall
immediately surrender the Premises to Landlord, together with all alterations,
improvements, and other property as provided elsewhere herein, in broom-clean
condition and in good order, condition, and repair, except for ordinary wear
and tear and damage which Tenant is not obligated to repair, failing which
- 3 -
Land lord may rt!stort! the Premises to such condition at Tenant's expense. Upon
such expiration or termination, Tenant s ha II , unless prohibited from doing so
by other provisions of this agreement, have the right to remove its personal
property and trade fixtures. Tenant shall promptly repair any damage caused by
any such removal, and shall restore the Premises to the condition existing
prior to the installation of the items so removed.
~2. 05 Holding Over. In the event that Tenant holds over " "
in possession
of the Premises after the Termination Date, Landlord shall deem Tenant a
tenant-at-will at a monthly rent equal to 200% of the Base Rent which is
specified in Item F of the Basic Lease Provisions. Nothing in this section
shall be deemed to give Tenant any right to hold over possession of the
Premises beyond the Termination Date. If Landlord shall desire to regain
possession of the Premises promptly at the expiration of the term of this
lease, Landlord may enter and take possession of the Premises without process,
or by any legal process in force.
.
. . .
ARTICLE III - RENT
~3.01 Base Rent. Tenant shall pay to Landlord as Base Rent for the
Premises the annual sum specified in Item E of the Basic Lease Provisions,
payable in equal consecutive monthly installments as specified in Item F of the
Basic Lease Provisions, in advance, on or before the first day of each calendar
month during the initial 36-month term of this lease. If the Commencement Date
is a day other than the first day of a calendar month, the Base Rent (and any
additional rent or other costs and expenses) for the first and last partial
months of the lease term shall be prorated and paid on a daily rate. Tenant
shall pay the first monthly installment of Base Rent upon execution of this
agreement. Fo 11 owi ng the initial term of .this "lease and in the event that
Tenant exercises one or more of Tenant's renewal options pursuant to ~2.01, on
the first day of each option term, the Base Rent will be automatically
increased by an amount arrived at by multiplying the Base Rent set forth in
Item E of the Basic Lease Provisions by 100% of the increase in the Consumer
Price Index ("C.P.r.") between the month in which the Commencement Date occurs
(the base month) and the month in which an adjustment is made (the adjustment
month) and Tenant's monthly rental shall be increased accordingly. C.P.I.
shall mean the All Urban Consumers ("C.P.r.-U") U.S. City average (Base
Year/1967 = 100) as published by the Bureau of Labor statistics, United States
Department of Labor. Landlord shall submit to Tenant an annual statement
setting forth the new C.P.I. adjustment amount and shall include C.P.I. data
supporting the adjustment. In the event that at any time during the term of
this agreement, the United States Bureau of Labor Statistics shall discontinue
the issuance of the Consumer Price Index as defined above, then in such event
the parties hereto agree to use the most comparable other standard, nationally
recognized cost of living index then issued and available, which is published
by the United States Government.
~3.02 Add i t ional Rent.
A. Definitions. For purposes of this section, the following
definitions shall apply:
- 4 -
r
2: O;;:ce~
aw
November 16, 1988
STEPHEN J SMITH 5354 CEMETERY ROAD
DONALD BRECKENRIDGE
OF COUNSEL PO. BOX 7
MITCHELL H BANCHEFSKY HILLIARD, OHIO 43026-0007
(6141876.1229
Mr. Timothy c. Hansley
city Manager
City of Dublin
6665 Coffman Road
Dublin, OH 43017
Re: Police Department Leas~ (7001 DiscDvery Blvd.)
Dear Tim:
Please be advised that we have now had an opportunity to review
the lease for the above referenced property which was provided to
this office last week. As we discussed, the basic terms of the
lease include a three year rental term with, three one year
renewal options at a base rent of forty-five thousand dollars
($45,000.00) per year with a forty-seven thousand dollar
($47,000.00) additional payment from the City for tenant related
improvements payable in monthly installments over the first three
years of the lease. It must also be noted that the bulk of the
remaining terms and provisions of' this lease are written in such
a manner to be favorable to the landlord which is typically the
case in the circumstances.
However, upon reviewing this document we have had an opportunity
to negotiate the following modifications to the lease agreement
which is incorporated in the copy provided herein:
1) In paragraph 2.02, the length of time that the
City must accept possession when such possession
has been extended from five to ten daysi
2) Paragraph 2.03 now includes a provision where
the City has five days from the date of possession
to provide the landlord with a letter to the
effect that the premises is satisfactory and in
conformity with the plans and provisions agreed
to by the parties. This section also includes
a modification whereby in the event of a
dispute an independent architect will be hired
by the parties, and includes provisions for
selecting such an architect if one cannot
be agreed oni
3) Paragraph 4.02 has been modified to clarify the
fact that one thousand five hundred forty-one
,
Page 2
Tim Hansley
dollar ($1,541.00) payments for additional rent
are inclusive of the imputed interest;
4) Paragraph 5.03 has been modified to allow the
landlord access during normal business hours
or at any other times with twenty-four (24)
hour prior notice;
5) Paragraph XIV has been modified to allow the
City to sub-lease the property subject to the
consent of the lan-<Uord wnich'"will not be
unreasonably withheld;
6) Exhibit "0" has been modified to allow the
landlord access only to the exterior doors and
windows; to allow for use of a microwave oven
and food and beverage facilities; and to allow
for normal,operation of a police department
within the facilities.
Please have this lease distributed to Council and as always
please do not hesitate to contact us if you have any questions
relating hereto.
Sincerely,
Mitchell H Banchefsky
MHB:ls
cc: Ron Ferrell
A.C. Strip
~. .~ .,.., . , "
BUILDING LEASE
Between
JEFFREY M. WILKINS
As Landlord
And .' ,
CITY OF DUBLIN
As Tenant
BUILDINC LEASE
TABLE OF CONTENTS
Page
ARTICLE I - DESCRIPTION AND LEASE OF PREMISES 1
~1.0l Lease of Premises 1
~ 1. 02 Basic Lease Provisions 1
~ 1. 03 Description of the Building, Premises and Common Areas 1
ARTICLE II - TERM AND POSSESSION 2
~2.0l Term and Tenant's Renewal Options 2
~2.03 Tenant's Acceptance :o'f the Preiilises' 3
~2.04 Surrender of the Premises 3
~2.05 Holding Over 4
ARTICLE III - RENT 4
~3.0l Base Rent 4
~3.02 Additional. Rent 4
~3.03 Service Charge 6
ARTICLE IV - TENANT FINISH IMPROVEMENTS 6
~4.01 Construction 6
~4.02 Tenant's Contribution 1 6
ARTICLE V - USE OF PREMISES 7
~5.01 Specific Use 7
~5.02 Covenants Regarding Use 7
~5.03 Access to and Inspection of the Premises 7
~5.04 Compliance with Laws 8
~5.05 Compliance with Building Rules and Regulations 8
ARTICLE VI - UTILITIES AND OTHER BUILDING SERVICES 8
96.01 Services and Utilities 8
~6.02 Additional Services 8
96.03 Interruption of Services 9
~6.04 Payment for Utilities and Building Services 9
ARTICLE VII - SIGNS 9
ARTICLE VIII - REPAIRS, MAINTENANCE, ALTERATIONS,
IMPROVEMENTS AND FIXTURES 9
~8.01 Repair and Maintenance of Building 9
~8.02 Repair and Maintenance of Premises 10
i