91-96 Ordinance
RECORD OF ORDINANCES
Dayton Legal Blank Co. Form No. 30043
. 91-96 Passed- - _19_. -
Ordmance No. - -- -------'
AN ORDINANCE AUTHORIZING THE CITY MANAGER TO
II""""" ENTER INTO AN AGREEMENT LEASING A 3.780:1: ACRE PARCEL
ON BLAZER PARKWAY, DUBLIN, omo TO WASHINGTON
TOWNSHIP.
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WHEREAS, The City of Dublin has received a proposal from the Township of Washington
that the Township lease 3.78O:i: acres which the City owns on Blazer Parkway, currently
improved with a water tower and a partially finished structure; and
WHEREAS, the Township desires to complete the structure for use as a fire station designed
to house a Medic Unit and an Engine Company; and
WHEREAS, they intend to complete the construction of a second story for use as living
quarters for Township firefighters, and
WHEREAS, citizens and property owners within both the City and the Township will greatly
benefit from these additional firefighting and emergency medical resources.
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Dublin, State of
Ohio, '7 of the elected members concurring that:
Section 1. The City Manager is hereby authorized to enter into the Lease Agreement with
/fJIII* the Township of Washington, the proposed form of which is attached hereto as "Exhibit N'
f entitled "Lease Agreement".
......... Section 2. The form of this Agreement shall be subject to approval by the Law Director.
Section 3. Council hereby determines that the instant lease of public property to Washington
Township constitutes an exercise of local self-government authorized by Section 3, Article
XVIII of the Ohio Constitution as well as Articles II and ill ofthe Revised Charter of the
City of Dublin, Ohio.
Section 4. This Ordinance shall take effect and be in force from and after the earliest period
allowed by law.
1996.
ATTEST:
........
,..... ~(!-C~~
Clerk of Council
. ,-,. posted In thl!
. . ,..' . \,is Ord:na\1ce/R~!el\ltl9Q were ..
\ h{lreby certify that COpIes of : h \'on 7 31.25 o~ lb~ ~';') ReVIsed Codl1.
City of Oublin in Q{cordance WIt.. Set, .'
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LEASE AGREEMENT
THIS AGREEMENT, made and entered into at Dublin, Ohio, this _ day of
. 1996, by and between The City of Dublin, Ohio, an Ohio municipal
corporation, hereinafter referred to "Lessor," and The Township of Washington, Ohio, an Ohio
Township, hereinafter referred to as "Lessee."
~,"';'"'''' RECITALS
A Lessor is the owner of an approximate 3.780 :I:: acre tract of real property
-~ located on Blazer Parkway, Dublin, Ohio 43017, as more fully described in the attached SchedUle
A ("Lessor's Tract").
B. Lessor's Tract is improved with a two million gallon water tower, parking
lot and associated pumps and facilities (collectively, together with the Storage Space defined in
~ 5.1, as the same may be reconstructed, altered and further improved, the "Water Tower").
C. Lessee desires to construct the Fire Station (as defined in ~ ~ 1) within the
Water Tower for the purpose of providing fire and emergency medical services.
D. Lessor and Lessee desire to enter into this Agreement in order to establish
the respective rights and responsibilities of each party with respect to the Water Tower and Fire
Station.
AGREEMENT
Section 1. Premises.
1.1. Description. The Lessor, in consideration of the rents to be
.~ paid by the Lessee and the covenants to be kept and performed by the Lessee, hereby leases to the
Lessee, the following (collectively, together with all easements, rights and appurtenances thereto,
~~."iI the "Premises"): (i) the entire "first floor" of the Water Tower including the two existing
bathrooms located on the first floor (the "Existing Bathrooms") but excluding the room (the
"Pump Room") which contains the City of Columbus pumps and related water pumping
equipment and facilities (the "Pump Facilities"); which first floor of the Premises is generally
bounded by the structural surface of the floor, the exterior wall of the Water Tower and the
masonry dividing wall which separates the Pump Room from the remainder of the first floor of the
Water Tower, (ii) that portion of the "second floor" of the Water Tower bounded by the exterior
walls of the Water Tower and the Storage Space, and (ill) the right and privilege to use and enjoy
the Appurtenant Easement (as defined in ~ 5.2 hereof), drive and parking area serving the Water
Tower (the "Driveway and Parking Lot"), the two "garage" doors and other doors providing
vehicular and pedestrian access to and from the Water Tower (the "Doors") and that portion of
Lessor's Tract not encumbered by the Water Tower.
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1.2. Survey. A survey of Lessor's Tract is attached hereto, marked
Schedule 1.3, signed by the parties and made a part of this Lease.
1.3. Pump Room: Pump Facilities. Lessee acknowledges that the
City of Columbus has a water booster station and other equipment on the first floor of the Water
Tower adjacent to the Premises. That station and equipment, and any other water/sewer facilities
and equipment deemed necessary by Lessor, shall be housed in the Pump Room, all in Lessor's
no" sole discretion.
Section 2. Term.
2.1. Primaty Term. The primary term of the Lease is Twenty (20)
years, commencing with the commencement date provided herein (date of execution).
2.2. Renewal Terms. Upon the expiration of the primary term of
this Lease, the Lessee shall have four (4) successive options to renew. The first option shall be
for a term of Ten (10) years and the additional options shall also be for the temt of Ten (10)
years. To exercise each option, the Lessee shall give the Lessor notice in writing at least 180 days
prior to the expiration of the preceding term of the Lessee's intention to renew this Lease
Agreement. The extended terms hereunder shall be subject to all the terms and conditions of this
Lease Agreement. The rental for the extended terms hereof shall be the same as for the primary
term, payable in advance. If Lessee fails to timely renew Lessor must give ninety (90) days
written notice to Lessee of the renewal option(s). In such event, Lessee shall have ninety (90)
days to exercise its option(s) from the receipt of the written notice of the option to renew.
Section 3. Commencement Date. The commencement date is the date of
~""<'! this Lease Agreement as set for at the top of page one (1).
,,,,,,"'''' Section 4. Amount of Rent and Manner of Payment. The rent is one dollar
($1.00) per year payable in advance for the initial term ($20.00), and payable in advance at the
exercise of any renewal option ($10.00 for each renewal term).
4.1. Taxes and Utilities. In addition to the payments required herein
as rent to the Lessor, the Lessee shall also pay:
4.1.1. All licenses, if any.
4.1.2. All utility services provided to the Fire Station,
including, but not limited to, water, gas, electric and telephone, as they from time to time shall
accrue and be due and payable during the term of this Lease according to separate meters
therefor.
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4.1.3. Lessee shall pay to the appropriate governmental
agencies any ad valorem taxes, if any, applicable to the Premises and/or the Fire Station during the
term of this Lease or any extension thereof It is further understood and agreed that all such ad
valorem taxes assessed during the first and last years of the term of this Lease shall be prorated
and that Lessee shall only be liable for such portions of such taxes assessed for said first and last
years as its months of occupancy during any of said years shall bear to the total of twelve (12)
months. Should Lessee fail to pay any tax when due and payable, Lessor may, if Lessor so
- desires, pay the same and the amount together with any penalties which Lessor may have paid,
shall immediately become due and payable to Lessor as additional rent. Lessee shall have the
right in its name or in the Lessor's name, whichever shall be appropriate, but at its own cost and
'W'><""'" expense, to file and prosecute applications for reduction of assessed valuation and to institute
legal proceedings for the reduction thereof In no event shall Lessee be liable for payment of any
income taxes imposed upon the Lessor with respect to the Premises or other taxes attributable to
the Water Tower.
Section 5. Construction of Fire Station.
..
5.1. Building and Improvements. The Lessee agrees to construct
improvements generally designed for use as a fire protection and/or emergency medical services
facility, as Lessee may from time to time determine. The structure will consist of two floors with
the engine company and, if applicable, medic's equipment being housed on the lower level and the
fire fighters' and medics' living quarters being on a portion of the second story of the Water
Tower not exceeding 75% of the floor area of such second story (the remaining 25% of the
second story, or more depending on the final plans and specifications for the Fire Station, not
constituting the Fire Station is referred to herein as the "Storage Space"). The plans and
specifications for such improvements shall be subject to Lessor's review and approval (as
approved, and as the same may be reconstructed, altered and further improved, the "Fire
Station"). The plans and specifications for the Fire Station shall also include, at a minimum,
!IIIJ""i""'- provisions for an elevator to provide access to the second floor of the Water Tower for the
benefit of both Lessee (to access the living quarters) and Lessor (to access the storage space), a
a.,~ fire wall separating the Storage Space from the living quarters and finished flooring in the Storage
Space suitable for general storage purposes. All costs and expenses incurred by Lessee in
connection with construction of the Fire Station, the elevator, the fire wall and the Storage Space
flooring together with all expenses for architects, engineers, permits and other typical "soft costs"
associated with the engineering, development and construction of such improvements, are
hereinafter collectively referred to as the "Cost of Improvements". Lessor and Lessee shall,
within 30 days following the date Lessee occupies and commences to use the Premises, enter into
an agreement substantially in the form of the agreement attached hereto as Exhibit 5.1(a)
designating, based on the foregoing, the actual "Cost of Improvements". At all times during the
term of this Lease, Lessor and Lessee shall establish mutually acceptable operating.procedures to
facilitate Lessor's access to and use of the Storage Space and the City of Columbus' access to the
Existing Bathrooms and the Pump Room and use of the Pump Facilities. The:final approved plans
and specifications will be attached hereto as Schedule 5.1 (b).
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5.2. Contingencies. The obligations of Lessee under this Lease are
conditioned and contingent upon Lessee's satisfaction and/or waiver of the following
contingencies (collectively, "Lessee's Contingencies"): (i) Lessee obtaining, at its own cost and
expense, permits and licenses necessary for construction and operation of a fire and/or emergency
medical station in accordance with the plans and specifications, approved change orders and plot
plans submitted to and approved by the Lessor, and (ii) Lessee obtaining an easement or similar
interest, in form and substance reasonably acceptable to Lessee, providing an appurtenant right of
"'IW"""~ access over property to the south of Lessor's Tract to enable Lessee to have access to the south
bound lane of Blazer Parkway through the existing median opening located south of Lessor's
Tract (the "Appurtenant Easement") or, alternatively, an expansion to the median opening to
."~: enable Lessee to access the south bound lane of Blazer Parkway from the existing curb-cut on
Lessor's Tract. Lessor agrees to cooperate with Lessee in satisfYing Lessee's Contingencies and
agrees to execute such documents as may be necessary for Lessee to obtain such access, permits
and licenses. In the event Lessee's Contingencies have not been satisfied and/or waived by Lessee
within one year following the Commencement Date of this Lease, then either Lessor or Lessee
may terminate this Lease effective upon 30 days prior written notice to the other in which event
this Lease shall then become null and void and neither Lessor or Lessee shall have any further
obligations hereunder. ...
5.3. Ownership. Subject to the terms of ~ 10 of this Lease, Lessee
shall be the owner ot: and shall be entitled to all benefits resulting from the ownership ot: the Fire
Station and the leasehold estate in the Premises. Lessor shall be deemed the owner ot: and shall
be entitled to all benefits resulting from the ownership ot: Lessor's Tract and the Water Tower
(including the Storage Space).
Section 6. Covenants of the Lessee. The Lessee hereby covenants and
agrees with Lessor as follows:
6.1. Rent. That it will pay the rent as herein specified without
notice.
6.2. Utilities. That it shall pay any ''tap-in'' fees, impact fees, or
other charges for the installation or connection of oil, gas, electricity, water, telephone and any
and all other utilities for the Fire Station.
6.3. Maintenance. That it will keep the Premises and the Fire
Station (including the Driveway and Parking Lot and the Doors) in a good state of repair and in
compliance with all applicable Laws.
6.4. Insurance. That it will, during the full term of this Lease, and
any extensions thereot: and at its own expense, carry:
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6.4.1. Comprehensive general liability insurance in limits
referred to as two million combined single limit, bodily injury and property damage, each
occurrence.
6.4.2. Fire insurance, with extended coverage, in an amount
not less than eighty percent (80%) of the insurable value of the Fire Station, naming Lessor as an
additional insured. Such policy shall provide for a waiver of subrogation as prescribed in ~ 12.3
of this Agreement. In the event an additional premium shall be charged for such waiver, the party
benefited by such waiver shall pay the cost of such endorsement. Upon the failure of the Lessee
to furnish any policy of insurance as above set forth, Lessor may, at its option, obtain the same
h" and the premium therefor shall immediately become due and payable as additional rent.
6.4.3. The above coverages, as to both types and limits, will be
changed and increased (not decreased) in accordance with prudence and the standards in the
community, with the passage of time.
6.5. Surrender of Premises. That, at the expiration of said term, or
any extension or renewal thereof, it will quit and surrender the Premises in a good and substantial
state of repair, reasonable wear and tear and damage by fire, the elements, or from other causes
beyond its control excepted.
6.6. Lawful Use. That it will comply with all lawful requirements of
the board of health, police department, fire department, municipal, state, and federal authorities
(collectively, "Laws") respecting the manner in which it uses the Premises. Lessee will not
occupy or use said Premises, or permit the same to be occupied or used, for any purpose which is
unlawful.
6.7. Public Accommodation! Americans With Disabilities Act.
Lessee shall be solely responsible to insure that the Premises are in compliance with the
."""",, Americans With Disabilities Act and any related or similar Laws which have been or may be
adopted by any federal, state or local agency or political subdivision. Lessee shall indemnify,
.'".,.; defend and hold Lessor harmless from any and all claims, damages, fines, judgment, penalties,
costs, liabilities or losses (including, without limitation, any and all sums paid for settlement of
claims, attorneys, consultant and expert fees) arising during or after the lease term as a result of
the failure of Lessee to comply with this Section.
6.8. Liens. That Lessee will keep said Premises free and clear of any
and all mechanics' and/or materialmen's liens on account of any construction, repair, alteration or
improvements which Lessee may make or perform.
6.9 Minimum Staffing. As a specifically bargained for inducement
to Lessor to enter into this Lease, Lessee agrees to cause the Fire Station to be staffed at all times
(24 hours a day, seven days a week) following completion of construction of such Fire Station
and throughout the term of this Lease with not less than three individuals.
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Section 7. Obligations of the Lessor. The Lessor hereby warrants,
represents and covenants to the Lessee as follows:
7.1. Title. That Lessor is, at the time of the execution of these
presents, the sole owner in fee simple of Lessor's Tract, and that it has good and marketable title
thereto free and clear of all liens and encumbrances and the full right to lease the Premises for the
mt term aforesaid, does warrant and will defend the title thereto, and will indemnify Lessee against
any damage and expense which Lessee may suffer by reason of any lien, encumbrance, restriction
or defect in the title or description herein of Lessor's Tract and/or the Premises.
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7.2. Ouiet Enjoyment. That, upon Lessee paying rent and observing
and performing all of the terms, covenants and conditions on Lessee's part to be observed and
performed, Lessee may peaceable and quietly have, hold, occupy and enjoy the Premises and all
the appurtenances thereto without hindrance or molestation; provided, however, that Lessor and
Lessor's agents may examine the Premises at any reasonable time upon reasonable notice to
Lessee.
..
7.3. Utility Lines. That water lines, sewer lines, electrica1lines and
telephone lines are installed and are available at the property line of Lessor's Tract for connection
to and operation of the Fire Station.
7.4. Access. That Lessee has access to Blazer Parkway, an
improved right-of-way dedicated to and accepted by Lessor for public use.
7.5. Encumbrances. That Lessor's Tract, the Premises and the
Water Tower are free and clear of any and all encumbrances excepting real estate taxes for the
current tax year.
."'-"'I:lI 7.6. Liens. That Lessor will keep Lessor's Tract and the Water
i Tower free and clear of any and all mechanics' and/or materialmen's liens on account of any
,
.,.,.;4 construction, repair, alteration or improvements which Lessor may be obligated to make or
perform under this Lease.
7.7. Zoning and Licensing. The Lessor agrees upon request by
Lessee, to approve any application for licenses and operation of a fire station or for the proper use
of the Premises; this is including, without limitation, applications for licenses, signs, and any other
licenses where the signature of the Lessor or owner is required by applicable Laws in force at the
time, the cost of any such licenses and permits to be borne by the Lessee.
7.8. Maintenance. With the exception of Lessee's maintenance
obligations as provided in ~ 6.3 hereof: Lessor shall be responsible for maintaining the Water
Tower and Lessor's Tract in a good state of repair, in compliance with all applicable Laws and
otherwise in a condition suitable for Lessee to maintain and operate the Fire Station. Lessor's
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obligations include, without limitation, painting of the exterior of the Water Tower. The exterior
painting scheme will be determined solely by Lessor and will not be changed by Lessee.
7.9. Insurance. That it will, during the full term of this Lease, and
any extensions thereof, and at its own expense, carry:
7.9.1. Comprehensive general liability insurance in limits
p"""", referred to as two million combined single limit, bodily injury and property damage, each
occurrence.
~'4 7.9.2. Fire insurance, with extended coverage, in an amount
not less than eighty percent (8001c.) of the insurable value of the Water Tower. Such policy shall
provide for a waiver of subrogation as prescribed in ~ 12.3 of this Agreement. In the event an
additional premium shall be charged for such waiver, the party benefited by such waiver shall pay
the cost of such endorsement.
7.9.3. The above coverages, as to both types and limits, will be
changed and increased (not decreased) in accordance with prudence and the standards in the
community, with the passage of time.
Section 8. Mutual Covenants. The following stipulations and agreements
are expressly understood by both the Lessor and the Lessee, and they do hereby agree to abide by
them:
8.1. Binding Effect. The covenants and agreements Contained in this
Lease are interdependent and are binding upon the parties hereto, their successor and assigns.
8.2. Expenses. It is mutually understood and agreed that, in the
~''t1lI event that it shall become necessary for either party to enforce the provisions of this Lease by
legal action or employ attorneys for the collection of any moneys due hereunder, then the
.,..,"" prevailing party shall be entitled to recover attorneys' fees, court costs and other costs of such
proceedings.
8.3. Memorandum of Lease. Lessor and Lessee herein agree to
make and execute a Memorandum of Lease in recordable fonn, so as to give public notice of the
execution of the within Lease, and a statement therein as to the date of commencement of the
within Lease, which shall not disclose the terms of the rental or additional rental hereunder.
8.4. Real Estate Commission. Neither the Lessor nor the Lessee
have incurred any obligation to pay a real estate commission in connection with this Lease
transaction.
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Section 9. Assignment and Subletting. The Lessee may assign this Lease
or let or underlet the whole or any part of said Premises provided that the assignee or sublessee,
as the case may be: (i) maintains the same use for the Premises, and (ii) is a successor to perform
the fire fighting functions of Lessee.
Section 10. Termination of Lease.
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10.1 Termination by Lessee. Anything in this Agreement to the
contrary notwithstanding, Lessee may terminate this Lease at any time during the term hereof by
~:aIf providing Lessor with written notice of such election. This Lease and the respective obligations
of the parties hereunder shall then terminate effective 180 days following such notice.
10.2 Termination by Lessor. Anything in this Agreement to the
contrary notwithstanding, Lessor may terminate this Lease at any time following the tenth
anniversary of the Commencement Date of this Agreement by providing Lessee with written
notice of such election (a "Termination Notice") provided: (i) Lessor agrees to and is otherwise
authorized to assume, perform and provide substantially similar fire and/or emergency medical
services from the Premises, as the case may then be, as those provided by Lessee, and (ii) Lessor
pays to Lessee the Termination Fee (as defined in ~ 10.3 hereof). This Lease and the respective
obligations of the parties hereunder shall then terminate (with the exception of the obligations of
Lessor to assume, perform and provide fire and/or emergency medical services as provided in this
~ 10.2) effective 180 days following such notice.
10.3 Termination Fee. For purposes of this Agreement, the term
"Termination Fee" shall mean and be equal to the product obtained when the Cost of
Improvements (as provided in ~ 5.1 hereof) is multiplied by a fraction, the numerator of which is
equal to the amount of fire millage tax revenues received by Lessee from all incorporated and
unincorporated areas of Washington Township not otherwise located within the City of Dublin
- during the calendar year immediately preceding the year in which a Termination Notice is given
and the denominator of which is the amount of fire millage tax revenues received by Washington
""",.,.; Township from all incorporated and unincorporated areas of Washington Township during such
calendar year.
10.4 Effect of Termination. Upon any effective termination of this
Lease by Lessee (under ~ 10.1) or Lessor (under ~ 10.2), the improvements constituting the Fire
Station (exclusive of any equipment, trade fixtures and other personal property owned or used by
Lessee in connection with providing fire and/or emergency medical services) shall, without any
further act by either party, become the sole property of and shall be owned by Lessor.
Section 11. Appropriation.
11.1. Eminent Domain. If during the term of this Lease the whole of
the Premises is taken under the right of eminent domain, or otherwise, by any competent authority
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for a public or quasi-public use or purpose, this Lease shall terminate as of the time when
possession thereof is required for public use, and from that day on, the parties shall be released
from further obligations hereunder.
11.2. Partial Taking. If part of the Premises, Lessor's Tract and/or
the Water Tower is taken or condemned and if the part so taken renders operation of the Fire
Station impractical, as determined by Lessee, then Lessee may terminate this Lease effective as of
.....'0... the date of such taking.
11.3. Restoration. If Lessee fails to exercise any such option to
....,'.. terminate this Lease, then Lessee and Lessor shall, with reasonable promptness, make necessary
repairs to and alterations of their respective property for the purpose of restoring the same to a
complete architectural unit, susceptible to the same use as that which was in effect immediately
prior to such taking.
11.4. Compensation. In the event of any taking of the whole or part
of Lessor's Tract, the award damages. and compensation shall be allocated, distributed and
disbursed as follows: (i) that portion of the award attributable to the Water Towerand Lessor's
Tract shall be distributed to Lessor and (ii) that portion of the award attributable to the Fire
Station and Lessee's leasehold estate in the Premises shall be distributed to Lessee.
Section 12. Damage to or Destruction of Premises.
12.1. Damage to or Destruction of Water Tower. If during the term
of this Lease the Water Tower is damaged or destroyed by fire or other casualty to an extent that
makes reconstruction of the Water Tower impractical, as determined by Lessor, this Lease shall
terminate effective as of the date of damage or destruction. Otherwise, Lessor shall return the
Water Tower and Lessee shall return the Fire Station as nearly as possible to the condition of such
t:t'" property immediately prior to such casualty.
* ,,'. 12.2. Damage to or Destruction of Fire Station. If during the term of
this Lease the Fire Station is damaged or destroyed by fire or other casualty to an extent that
makes reconstruction of the Fire Station impractical, as determined by Lessee, this Lease shall
terminate effective as of the date of damage or destruction. Otherwise, Lessor shall return the
Water Tower and Lessee shall return the Fire Station as nearly as possible to the condition of such
property immediately prior to such casualty.
12.3. Waiver of Subrogation. Lessor and Lessee do hereby waive all
rights of recovery and causes of action which either has or may have or which may arise hereafter
against the other, whether caused by negligence or otherwise, for any damage to the Fire Station
and/or Water Tower, property or business caused by any of the perils covered 'by fire and
extended coverage, building and contents or for which either party may be reimbursed as a result
of insurance coverage affecting any loss suffered by it. The foregoing waiver shall apply only to
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the extent of any recovery made by the parties hereto under any policy of insurance now or
hereafter issued.
Section 13. Alterations. Lessee or any assignee or sublessee may make
alterations, additions and improvements to the Premises from time to time during the term of this
Lease, with the consent of Lessor. Lessee shall have no authority to create or place any lien or
"",,,""1 encumbrance of any kind whatsoever upon, or in any manner to bind the interest of Lessor in, the
Premises, and Lessee covenants and agrees promptly to pay all sums legally due and payable by it
on account of any such work.
",..,<;j
13.1. Hazardous Materials.
13.1.1. Lessee shall not introduce, or allow any of its
subtenants or licensees to introduce any Hazardous Materials (as hereinafter defined) onto the
Premises (''Lessee's Hazardous Materials"). Lessee hereby agrees to hold haonless Lessor, any
successors to Lessor's interest in this Lease, and Lessor and such successors, directors, trustees,
officers, employees and agents from and against any losses, claims, damagts (including
consequential damages),. penalties, fines, liabilities (including strict liability), costs (including
cleanup and recovery costs) and expenses (including expense of litigation and reasonable
attorney's fees and costs) incurred by Lessor or any other indemnitee which are assessed against
Lessor (or such indemnitee), or the Premises by virtue of any claim or lien by any governmental or
quasi governmental unit, body or agency, or any third party, for cleanup costs or other costs
pursuant to Environmental Laws, as hereinafter defined, resulting from Lessee's Hazardous
Materials.
13.1.2. Lessor shall not introduce, or allow other parties which
it has a direct contractual arrangement with to introduce, any Hazardous Materials onto Lessor's
~ Tract or the Premises ("Lessor's Hazardous Materials"). Lessor hereby agrees to hold h8rm1ess
I Lessee, any successors to Lessee's interest in this Lease, and Lessee and such successors,
directors, trustees, officers, employees and agents from and against any losses, claims, damages
..","~ (including consequential damages), penalties, fines and liabilities (including strict liability), costs
(including cleanup and recovery costs) and expenses (including the expenses of litigation and
reasonable attorney's fees and costs) incurred by Lessee or any other indemnitee which are
assessed against Lessee (or such indemnitee), or the Premises by virtue of any claim or lien by any
governmental or quasi governmental unit, body or agency, or any third party for cleanup costs or
other costs pursuant to Environmental Laws resulting from Lessor's Hazardous Materials.
13.1.3. It is agreed by and between Lessor and Lessee that
neither party shall have, and the indemnification provisions of each of the same contained herein,
shall not apply and neither shall be liable for Hazardous Materials existing on the Premises prior to
the date of this Lease or for any acts or omissions or willful misconduct of any third party which
neither has any direct contractual relationship with for cleanup costs or other costs pursuant to
Environmental Laws.
10
....'at
_~;J;\..;'" !J -il::iJCilll\"lC ~',' ,,;'l '...._~_""',c ,
13.1.4. As used herein, "Environmental Laws" shall mean the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Hazardous
Materials Transportation Act, the Resource, Conservation and Recovery Act, all as amended from
time to time, and all state laws and Federal and state regulations pursuant to the foregoing or
otherwise, whether now existing or hereinafter enacted. As used herein, "Hazardous Materials"
shall mean any substance the presence of which poses a hazard to the health or safety of persons
on or about the Premises or Lessor's Tract or which requires removal or remediation under any
"'t" Environmental Law, including without limitation, any substance which is toxic, explosive,
flammable, radioactive, or otherwise hazardous or which is included in the meaning of
"Hazardous Substance", "Hazardous Waste", "Toxic Substance", or ''Pollutant'', as defined in any
~ Environmental Law; provided however, that Lessor and Lessee may introduce incidental
quantities of Hazardous Materials which are customary and reasonably necessary for their
business activities to be conducted on the Premises, provided that such introduction and use are in
compliance with all Environmental Laws. The prohibitions stated in this Section do not apply to
any chemical or substance which Lessee is authorized to use in its fire fighting and emergency
services capacities.
..
Section 14. Lessor Default. If Lessor shall fail to promptly keep and
perform any obligation or covenant required to be performed by Lessor hereunder strictly in
accordance with the terms of this Lease and shall continue in default for a period of thirty days
after receipt of written notice thereof by Lessee of default and demand of performance, then and
in any such event and as often as any such event shall occur, Lessee shall be entitled to any
remedy at law or equity including, without limitation, the right to terminate this Lease. However,
if any default shall occur which cannot, with due diligence, be cured within a period of thirty (30)
days, and Lessor, prior to the expiration of thirty (30) days from and after the giving of notice as
aforesaid, commences to eliminate the causes of such default and proceeds diligently and with
reasonable dispatch to take all steps and to do all work required to cure such default, then Lessee
shall not have the right to declare the said term ended by reason of such default.
. Section 15. Lessee Default. If Lessee shall fail to pay any installment of
rent promptly on the day the same shall become due and payable hereunder, and shall continue in
such default for a period of thirty (30) days after receipt of written notice thereof by Lessor, or if
Lessee shall fail to promptly keep and perform any other affirmative covenant of this Lease,
strictly in accordance with the terms of this Lease and shall continue in default for a period of
thirty (30) days after receipt of written notice thereof by Lessor of default and demand of
performance, then and in any such event and as often as any such event shall occur, Lessor shall
be entitled to any remedy at law or equity including, without limitation, the right to terminate this
Lease. However, if any default shall occur, other than in the payment of money, which cannot
with due diligence be cured within a period of thirty (30) days and Lessee, prior to the expiration
of thirty (30) days from and after the giving of notice as aforesaid, commences to eliminate the
cause of such default and proceeds diligently and with reasonable dispatch to take all steps and do
all work required to cure such default, then Lessor shall not have the right to declare the said term
ended by reason of such default.
11
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Section 16. Intentionally Omitted.
Section 17. Lessor is Governmental Entity. Lessee recognizes, and hereby
acknowledges, that Lessor is a Governmental Entity and an. Ohio municipal corporation, and, as
such, has many obligations and duties to its citizens and the public, such as, by way of example
"""'~ only, requiring certain zoning, construction standards, safety standard and the like, and that
nothing in this Lease constitutes any waiver by Lessor or its officials and/or employees of any of
its requirements concerning the Premises or constitutes any prior approval or satisfaction of any
requirement.
Section 18. Water Storage Facility. Lessee acknowledges that Lessor owns
and operates a water storage fatility in which a portion of the Premises is located, and that Lessor
shall have the right to access, repair, maintain and operate the water storage facility during the
term of this Lease; provided, however, Lessor shall not unreasonably interfere with Lessee's full
use and enjoyment of the Premises or Lessee's operations in and about the Fire Station. Further,
Lessor may expand the water storage facility during the term of this Lease if such expansion does
not unreasonably interfere with Lessee's use of the Premises or operation of the Fire Station.
Lessor may discontinue its use of the water storage facility at any time provided, however, any
such discontinuance shall not relieve Lessor of its obligations hereunder.
Section 19. Miscellaneous Provisions.
19.1. Notices. Demands and Other Instruments. All notices,
demands, requirements, consents, approvals and other instruments required or permitted to be
given pursuant to the terms hereof shall be in writing and shall be deemed to have been properly
given if sent by registered or certified mail, postage prepaid, or telegram, charges prepaid,
addressed to the parties herein at the following addresses:
*,
If to Lessor: The City of Dublin If to Lessee: Washington Township
6665 Coffinan Road 5985 Cara Road
Dublin, Ohio 43017-1006 Amlin, Ohio 43002
Attn: City Manager Attn: Chairman
19.2. Binding Effect. All of the covenants, conditions and obligations
herein contained shall be binding upon and shall inure to the benefit of the respective successors
and assigns of the parties hereto to the same extent as if each such successor and assign were in
each case named as a party to this Lease. This Lease may not be changed, modified, or
discharged, except by a writing, signed by both Lessor and Lessee.
12
......
19.3. Separability. Each and every covenant and agreement
contained in this Lease shall for all purposes be construed to be a separate and independent
covenant and agreement, and the breach of any covenant or agreement contained herein by either
party shall in no way or manner discharge or relieve the other party from its obligation to perform
each and every covenant and agreement herein.
19.4. Headings and Terms. The headings to the various of this Lease
......'-,"' have been inserted for convenient reference only and shall not in any manner be construed as
modifying, amending or affecting in any way the express terms and provisions hereof. The term
"person" when used in this Lease, shall mean any individual, corporation, partnership, firm trust,
joint venture, business association, syndicate, combination, organization or any other person or
entity.
19.5. Express Waiver. A party may waive its right under this Lease
only upon delivery of express notice of waiver to the other party. Failure to strictly enforce this
Lease for breach of any covenant on one or more occasions shall not be deemed to constitute a
waiver of the requirement of strict compliance with the terms of this Lease on any other occasion.
~
19.6. Construction of Lease. Words of any gender used in this Lease
shall be held to include any other gender, and words in the singular number shall be held to
include the plural, when the sense requires. Whenever used herein, the words "Lessor" and
"Lessee" shall be deemed to include the successors, sublessees and assigns of said parties, unless
the context excludes such construction.
19.7. Jurisdiction. This Lease shall be governed by the laws of the
State of Ohio. Any disputes will be resolved in Franklin County, Ohio.
19.8. Authority.
'<f'+""" 19.8.1. This Agreement shall become effective when fully
executed by both parties. The City Manager will sign on behalf of the City following the adoption
iliii",,"',,<;.' of Ordinance 91-96 by Dublin City Council authorizing such action. The ordinance will be
attached as Exhibit 19.8.1.
19.8.2. The Chairman of the Board of Trustees of Washington
Township, Ohio has authority to execute this Lease pursuant to the passage of Resolution No.
by the Board of Trustees of Washington Township. The Resolution is attached
as Exhibit 19.8.2.
19.9. Consents and Approvals. Whenever a party is entitled to
exercise some right under this Lease only with the prior consent or approval of the other party,
such consent or approval shall not be unreasonably withheld, conditioned or delayed.
13
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This Lease Agreement was executed by the parties as of the date first
above written.
Signed in the presence of: LESSOR:
THE CITY OF DUBLIN, OIDO, an
Ohio municipal corporation
f-4~
By:
- Timothy C. Hansley, City Manager
LESSEE:
THE TOWNSlllP OF W ASlllNGTON,
OIDO, an Ohio Township ..
By:
Ian Antonoplos, Chairman of the
Board of Trustees
STATE OF OIDO,
COUNTY OF FRANKLIN, SS:
Before me, a notary public in and for said County personally appeared Timothy C.
",..,-"~> Hansley, City Manager, on behalf of The City of Dublin, Ohio, an Ohio municipal corporation,
who acknowledged before me that he executed the foregoing Lease on behalf of the Lessor.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day
of . 1996.
Notary Public
14
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STATE OF OIDO,
COUNTY OF FRANKLIN, SS:
Before me, a notary public in and for said County personally appeared Ian Antonoplos,
Chairman of the Board of Trustees of Washington Township, on behalf of The Township of
Washington, Ohio, an Ohio Township, who acknowledged before me that she executed the
foregoing Lease on behalf of the Lessee.
-"..,.-...-,'~
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day
of . 1996.
Notary Public
..
f'It!':'-',r.....
..
15
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Exhibit 5.1(a)
Cost of Improvement's
Lessor and Lessee hereby acknowledge and agree that, for the purposes of Section
5. 1 (a) of the Lease, the Cost of Improvements is $
1ilWf""'~
Lessor: Lessee:
The City of Dublin Washington Township
By: By:
Its: Its:
..
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"""..",'-<1.
16
12110196 - 0159686.05
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original document : C:\DOCS3\MASONTO\0159686.04
and revised document: H:\DOCS3\MASONTO\0159686.05
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Deletions appear as a normal ^
F;'!Icr'''-'' Additions appear as bold+dbl underlined text
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DEC. 11. 1996 5:21PM CRRLILE PRTCHEN NO.410 P.3/4
I
I
I
a" EAST 1lll.0AD 9TRBIlT
COL~US, OHIO ..-n15
FAX 6141221.0216
TE1J!I'aONE 61t1m,.til'35
CARLILE PATCHEN & MURPHY
ATICIlNIVIP AT LAW
December ~1, 1996
. FAX 889-07~
Mr. Timothy c. Hansley
__ city Manager
city of Dublin
6665 Coffman Road
Dublin, Ohio 43017
Re: Waterstation Firetower
Lease ~ith Washinqton
TownShip
Dear Tim:
A brief summary of the captioned Lease which you and I
have neqotiated with Washington Township follows:
1. i'remiseJ - 3.780 acre on Blazer Parkway improved
~ith a watertower.
2 . ~ - Twenty (20) years wi th four (4) ten-year
options. The Township can terminat.e with at least 180 days notice.
4. ~ - One dollar per year plus the Township pays
all expenses.
..
5. construction of firestation - The TownShip will
construct ~ firestation on the remainder of the first floor and up
to 75% of the second floor. The remainder of the first floor will
_,. continue to be used by the city of ColumbUS for a water pump
station. The city will have at least 25% of the second floor for
storaqe and other purposes. There will be an elevator.
5.2 contingencies - There is at least a year for the
Lessee to complete its feasibility studies and obtain all permits,
etc., including establishinq access to a suitable median cut to qo
south on Blazer Parkway.
6.9 Minimum S~affinq - The firestation will be staffed
at all times by a minimum of three people.
10. 1.rmination of Lease - As stated above, Lessee can
terminate with at least 180 days notice. The city may terminate,
after ten years, if it can provide the f ire service and the
township a termination fee, all following 180 days notice.
,
n ~ ~~
1.,Jli'i."
DEC. 11.1996 5:22PM CRRLILE PRTCHEN NO.410 P.4/4
Mr. Timothy Hansley
December 11, 1996
Page 2
10.3 Jermination Fe. - This fee is paid by the city to
the Township if ~he Ci'ty takes over the firestation, essentiallY to
- cover part of the Township's cost of improving the facility which
cost is derived from non-Dublin income. Therefore the termination
fee is determined by taking the cost of construction times a
fraction the numerator of which is the amount of fire millage tax
- revenues received by the Township from non-Dublin sourceS divided
by the denominator which is the amount of fire millage tax revenues
received by the TownShip from all sources, lIIi thin the calendar year
prior to termination.
The rest of the provisions are standard, commercial lease
provisions. The city specifically does not waive its police and
government power 'When dealing with this facility and permitting its
construction. If you need anything further, just call.
Very truly yours,
CARLILE PATCHEN i MURPHY
f;~:~
cc: )fi! . Anne Clarke
Clerk of Counsel (Fax 761-6590)
""',,'" Mr. Stephen J. Smith
-
CXS/1>>IR/22SB02
035505.466
l1'-