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098-87 Ordinance . . RECORD OF ORDINANCES National Graphics Corp.. Cols., O. Form No. 2806-A -r- Ordinance No. 98-87 Passed. 19.. ----------- ---------- AN ORDINANCE TO AUTHORIZE THE MANAGER TO ENTER INTO A LEASE AGREEMENT WITH THE DUBLIN CHAMBER OF COMMERCE NOW, THEREFORE, BE IT ORDAINED by the Council of the Village of Dublin, State of Ohio, 6 of the elected members concurring: Section 1. That whereas the Village is the owner of a parcel of land situated in the Village of Dublin, Franklin County, Ohio, as described in the attached Exhibit "A"; and Section 2. That whereas the Chamber is an entity organized to promote and develop business and the business environment in the Village of Dublin; and Section 3. That whereas said parcel of land includes a block building previously used as a bus garage and a frame house previously used as the old municipal building; and Section 4. That whereas said frame house may be considered a historic site which the Village may desire to preserve land restore for the benefit, use and enjoyment of the citizens of Dublin; and Section 5. That the Manager of the Village of Dublin be authorized to enter into a lease agreement with the Dublin Chamber of Commerce for the aforementioned "premises". Section 6. 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 17th day of August , 1987. ~b Mayor - Presiding Officer Attest: I, /l II I;MntLa 7r). tI /r/~~ II ~lerk of Council II . ies of this Ordinance/Reso!".;"" I, w:r:~~~~e~e~~fyth~a~i\~~~~ cl. Dublin in accordance with II il Section 731.25 01 the Chill Re'/Ised Code. II 21/J~~ >>1. '1' /~ II Clerk of Council / I I II II II LEASE AGREEMENT This is an agreement of lease entered into on or as of the \ 1 r'r'-- day of l~~-r , 1987, by the VILLAGE OF DUBLIN, OHIO, whose mailing address is 6665 Coffman Road, Dublin, Ohio, 43017, an Ohio municipal corporation, hereinafter referred to as "The Village", and THE DUBLIN CHAMBER OF COMMERCE, whose mailing address is P.O. Box 37, Dublin, Ohio, 43017, hereinafter referred to as "The Chamber". Background WHEREAS, the Village is the owner of a parcel of land situated in the Village of Dublin, Franklin County, Ohio, described in "Exhibit A" consisting of three pages, each of which is hereby made a part hereof, and all the improvements thereto, hereinafter referred to as "The Premises"; and, WHEREAS, the Chamber is an entity organized to promote and develop business and the business environment in the Village of Dublin; and, WHEREAS, it is in the interest of the Village to assist the Chamber and to preserve and/or improve the Premises; and, WHEREAS, the Premises includes a block building previously used as a bus garage and a frame house previously used as the old city hall; and, WHEREAS, said frame house may be considered an historic site which the Village may desire to preserve and restore for the benefit, use and enjoyment of the citizens of Dublin. -1- Agreement NOW THEREFORE, the Village hereby leases the Premises to the Chamber on the following terms and conditions. 1. The term of this Lease shall be for a period of twenty (20) years, commencing on the date of this Lease and terminating on the preceding day of the same month twenty (20) years from the commencement date unless renewed as hereinafter provided. So long as the Chamber is not in default hereunder, it shall have the right, in perpetuity, to renew this lease for additional renewal terms of five ( 5 ) years, each on the same terms, covenants and conditions as the initial term of this lease, provided, however, that the Village shall have the right, if it determines that it is in the best interests of Dublin, to use the Premises for some municipal purposes, to terminate this lease at the end of the term hereof, or of any renewal thereof, by giving written notice to the Chamber of such termination one year or more prior to the expiration of the initial term of this lease, or of any renewal term. Notwithstanding anything contained herein, this lease, and any renewals thereof, shall immediately cease and terminate in the event the Chamber ceases to exist or operate as an entity organized primarily to promote and develop business and the business environment in the Village of Dublin or ceases to utilize the Premises as its offices. -2- 2 . The Chamber shall pay the sum of One Dollar ($1.00) per year to the Village as net rent, and the Chamber shall be responsible for all taxes, utilities, and assessments, as well as the maintenance and upkeep of the Premises and the improvements thereon. The Chamber shall save the Village from all such taxes, installments of assessments, other charges, and liens or penalties, and shall furnish to the Village duly certified written evidence of any and all such payments upon the Village's written request therefor. The Village shall promptly submit to the Chamber bills received by it for such charges and promptly forward to the Chamber any notices, demands, and communications received by it that relate to such charges. 3 . The Chamber agrees that the Premises will be used only for office and community uses and said Premises will not be used for any purpose deemed hazardous by the Village's insurance company because of fire or other risk; and the Chamber will conform with and obey all laws, ordinances, rules and regulations of the Village of Dublin, which has jurisdiction over said Premises and the use and occupancy thereof. 4. The Chamber agrees not to assign this lease or sublet the Premises without written consent of the Village. The Village will not unreasonably withhold such consent. 5. The Chamber shall use the Premises only for such uses as are compatible with its aforesaid purposes, and for no other purposes. The Chamber shall not make any use of the Premises which would be in conflict with the provisions of any -3- applicable rule, regulation, or law of any governmental agency, nor shall the Premises be used in any manner which would invalidate any insurance coverage thereon. The Chamber shall, throughout the term of this lease and any renewal thereof, and, except as specifically otherwise hereinafter provided, at its sole cost and expense, take good care of and maintain in good order the Premises, including but not limited to all maintenance, mowing and snow removal. The Chamber, at its own cost and expense, shall promptly make all necessary repairs to the Premises, including all appurtenances and structures thereon. The Village shall have no obligation to repair or maintain any improvements on the Premises. The Chamber shall have the right to make changes and renovations to the Premises, provided that such changes further the aforesaid purposes for which the Premises may be used, and provided, further, that such changes or renovations are approved prior to the commencement of any work by the Dublin Village Council, the Architectural Review Board, and any other appropriate Village governmental entities. Further, the Dublin Historical Society shall be notified of any such changes or renovations. 6. The Chamber shall be solely responsible for and promptly pay all utilities, including, but not limited to, heat, water, gas, electricity, sewer use, trash disposal or any other utility used or consumed in the Premises. 7 . The Chamber shall, at its sole cost and expense, obtain and maintain fire and extended coverage insurance on any and all structures located on the Premises, and appurtenances -4- thereto, including any structures or appurtenances which may hereafter be erected, and utilize the proceeds thereof to rebuild or restore the improvements on the Premises. Further, the Chamber shall, throughout the term of this lease and any renewals thereof, at its own cost and expense, obtain and maintain public liability insurance covering both the Village and the Chamber against liability or damage to all persons or property while in or on the Premises, the entranceways thereto, and sidewalks, parking facilities and streets abutting thereon, with limits of not less than $500,000 for injury to one person, not less than $1,000,000 for each occurrence, and not less than $50,000 for damage to property, or such other limits, from time to time, as the Village may deem reasonably necessary and in accord with customary practices with regard to such insurable risks. Each policy of insurance obtained by the Chamber pursuant to any of the provisions hereof shall contain an agreement by the insurer that such policy shall not be canceled without at least ten days prior written notice to the Village. The Chamber shall cause certification of insurance required hereunder to be provided to the Village and, at the Village's request, proof of premium payments. 8 . The Chamber shall, without cost or expense to the Village, indemnify and save the Village and its lawful representatives, employees and agents, harmless from all loss, cost or expense arising by reason of its use of the Premises, or, by reason of the acts with respect to the Premises of any officer, trustee, employee, agent, licensee or invitee of the -5- Chamber. 9. The Village and its duly authorized representatives shall have the right to enter the Premises at all reasonable times for the purposes of inspecting the condition of the same and making such repairs, alterations, additions, or improvements thereto as it may deem necessary or desirable (but the Village shall have no duty to make any such repairs, alterations, additions, or improvements); provided, however, in no event shall the Village unreasonably interfere with the Chamber's use of the Premises. 10. Except as otherwise provided, if the Chamber observes the terms, covenants. and conditions hereof, it shall occupy and enjoy the use of the Premises during the term of this lease and any renewal thereof without any hindrance, molestation, or ejection by the Village. 11. If the Chamber fails to maintain in full force and effect any insurance required by the terms hereof, or if the Chamber fails to observe and perform any other provision, covenant, or condition of this lease required under this lease to be observed and performed by the Chamber, provided, that if by reason of the nature thereof, the Chamber cannot commence promptly and proceed diligently or observe and perform the same with due diligence, as promptly as circumstances permit, or if the Chamber abandons or vacates the Premises, or any part thereof, during the term of this lease or any renewal thereof, or if the Chamber makes an assignment with its creditors, or if the interest of the Chamber in the Premises is attached, levied upon or seized by legal process, or if a bankruptcy or -6- . insolvency proceeding is filed by or agains the Chamber, or if a court of competent jurisdiction or other governmental authority approved petitions seeking reorganization, arrangement, composition, or similar relief with respect to the Chamber, or appoints a trustee, receiver, or liquidator of the Chamber, or of all, or substantially all, of its property or affairs, or assumes custody or control of all, or substantially all, of the property or affairs of the Chamber, or if this lease is assigned in violation of the terms hereof or is terminated by operation of law, or if the Chamber ceases to operate for the aforesaid purpose, then and in such event, immediately or at any time thereafter, at the option of the Village, the Village shall have the right to immediately re-enter and take possession of the Premises and declare this lease terminated, after which time, all obligations of both the Village and the Chamber with respect to each other and the Premises shall immediately cease. 12. In the event that a disagreement arises as to the terms and provisions herein, and in particular regarding the remodeling and/or maintenance of the Premises, such disagreement shall be decided by a majority vote of the Dublin Village Council. 13. This instrument contains the entire agreement between the parties, supersedes any and all prior agreements between them, and shall not be modified or amended except by a writing subscribed by both. -7- IN WITNESS WHEREOF, the parties have caused duplicate counterparts hereof to be duly executed and delivered on or as of the day and year first written above. Signed and Acknowledge in the Presence of: VILLAGE OF DUBLIN , J./"tZ --;....(",-;; ''//7 'tl.-{ft,a...u ( ~ /)1... BY:~, ~1'^',rN~ ~ /}(i ,/ , (;~7A-"'lDL (Name) . (Title) ~hL~ THE DUBLIN CHAMBER OF COMMERCE Byl4k~:;l4!-iZ~ l .\ ' ~-~ -A ' ~, \.;'" /\',~ ~ 'lG~ ~ ; y' U. 1-""" /~ <r (Name) (Title) STATE OF OHIO COUNTY OF FRANKLIN, SS: The foregoing instrument was acknowledged before me this " J> day of /l:.., (.,. j-J,/'" , 1987, by , / " j" , ,: /L r~' of the Village of Dublin, an Ohio /l ~..'~. ~ (l,/ /7n ! . ./7 '?(-<'----- , { r, [' municipality, on behalf of said Village. ., /-j'!.t -dO ~v 'I ,4 I I i /" ? \ Ii Lei'-"", Gj Notary Public ,- { : 1 ' /1- STEVEN W. HOFFMAN Noto,?, ~ublic. State of Ohio My Commlsslo~ Expires May 8, 1992 Recorded In Franklin County -8- STATE OF OHIO COUNTY OF FRANKLIN, SS: The foregoing instrument was acknowledged before me this olh I day of ~\ , 1987, by V lU"Gt(J 0\\.. / \X\ ~1. Z- , of The Dublin Chamber of Commerce, on behalf of the Chamber. ,-,,) \, OJ ~._"~- r' / \ Notary PUbliC(,.)jANmE J. P HING NOTARY PUBLIC. SJA1t fA _ MY COMMISSION mIltS.' II. .. This instrument prepared by Stephen J. Smith, Village Law Director, 5354 Cemetery Road, Hilliard, Ohio, 43026. -9-