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EXHIBIT 10.19
OFFICE SPACE LEASE
LANDLORD: 4300 East Fifth Avenue LLC
1800 Moler Road
Columbus, Ohio 43207
TENANT: Safe Auto Insurance Company
3883 East Broad Street
Columbus, Ohio 43213
LEASED PREMISES: 25,000 sq. ft. of office space
at 4328 East Fifth Avenue
Columbus, Ohio
OFFICE SPACE LEASE
TABLE OF CONTENTS
Page
I. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS............ .......... 1
II. POSSESSION ............................................................... 2
III. PURPOSE .................................................................. 3
IV. RENT ..................................................................... 3
V. IMPOSITIONS .............................................................. 4
VI. RISK ALLOCATION AND INSURANCE ............................................ 4
VII. DAMAGE OR DESTRUCTION .................................................... 7
VIII. CONDEMNATION ............................................................. 7
IX. MAINTENANCE AND ALTERATIONS .............................................. 8
X. ASSIGNMENT AND SUBLETTING ................................................ 9
XI. LIENS AND ENCUMBRANCES ................................................... 11
XII. UTILITIES ................................................................ 11
XIII. INDEMNITY ................................................................ 11
XIV. RIGHTS RESERVED TO LANDLORD .............................................. 12
XV. QUIET ENJOYMENT .......................................................... 13
XVI. SUBORDINATION OR SUPERIORITY ............................................. 13
XVII. XVII. SURRENDER .......................................................... 13
XVIII.ENVIRONMENTAL CONDITIONS ................................................. 14
XIX. REMEDIES ................................................................. 16
XX. SECURITY DEPOSIT ......................................................... 18
XXI. MISCELLANEOUS ............................................................ 18
Exhibit A - Legal Description
Exhibit B - Site Plan
Exhibit C - Footprint of Premises
Exhibit D - Landlord's Work
Exhibit E - Subordination, Non-Disturbance and Attornment Agreement
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OFFICE SPACE LEASE
THIS LEASE is made this__________________day of March, 2003, by and between 4300
East Fifth Avenue LLC, an Ohio limited liability company (hereinafter sometimes
referred to as "Landlord"), with offices at 1798 Frebis Avenue, Columbus, Ohio
43206-0410, and Safe Auto Insurance Company, an Ohio corporation (hereinafter
sometimes referred to as "Tenant"), with offices at 3883 East Broad Street,
Columbus, Ohio 43213, who hereby mutually covenant and agree as follows:
I. GRANT, TERM, DEFINITIONS AND BASIC LEASE PROVISIONS
1.01 GRANT.
Landlord, for and in consideration of the rents herein reserved and of the
covenants and agreements herein contained on the part of Tenant to be performed,
hereby leases to Tenant, and Tenant hereby lets from Landlord, premises
consisting of approximately 25,000 square feet of office space in Building No. 3
of the Columbus International Aircenter, which premises are commonly known as
4328 East Fifth Avenue, Columbus, Ohio 43219. The Columbus International
Aircenter comprises approximately 170.497 acres, more or less, of real property
in Franklin County, Ohio, which real property is legally described on Exhibit A,
attached hereto and made a part hereof (hereinafter sometimes referred to as the
"Real Estate"). The premises are outlined on the site plan attached hereto as
Exhibit B and made a part hereof (the "Site Plan"). Said premises, together with
all improvements now located or to be located on said premises during the term
of this Lease, shall collectively be referred to herein as the "Leased
Premises". A footprint of the Leased Premises is delineated on Exhibit C,
attached hereto and made a part hereof.
Tenant shall also have the non-exclusive right to use all common areas of the
Real Estate, as the same may be modified, altered and reduced from time to time
during the term hereof. Common areas of the Real Estate available to Tenant
exclude all taxiways and airplane parking and servicing areas designated from
time to time by Landlord. Tenant acknowledges that Landlord may promulgate
reasonable rules and regulations in connection with the use of all such common
areas, and Tenant's use thereof shall not unreasonably interfere with the use of
said common areas by Landlord or other tenants, occupants or users of the Real
Estate, as well as their respective customers, employees, agents, licensees,
contractors, subcontractors and invitees (hereinafter collectively the
"Permitted Parties"), nor shall Tenant's use interfere with the environmental
remediation program of the United States of America, as hereinafter set forth.
Tenant acknowledges that this Lease is subject to the terms and conditions of
the Declaration of Restrictions and Easements, dated October 17, 1997, and
recorded as Instrument No. 199710170122036, Recorder's Office, Franklin County,
Ohio and Tenant agrees to comply with all provisions thereof.
Tenant acknowledges that it shall have no right of access to Port Columbus
International Airport by virtue of this Lease.
1.02 TERM.
The term of this Lease shall commence on May 1, 2003 (hereinafter sometimes
referred to as "Commencement Date") and shall end on April 30, 2010, unless
sooner terminated or extended as herein set forth. The Tenant shall have one (1)
option to extend the term of this Lease for a renewal term of seven (7) years.
The Tenant may exercise such renewal option so long as Tenant is not in default
hereunder by giving written notice to the Landlord at least one hundred eighty
(180) days prior to the end of the then current term.
1.03 TENANT'S PRO RATA SHARE. - [Intentionally Deleted].
1.04 AGENT.
As used in this Lease, the term "Agent" shall mean the agent of Landlord. Until
otherwise designated by notice in writing from Landlord, Agent shall be
Schottenstein Management Company, 1800 Moler Road, Columbus, Ohio 43207, Attn:
President, Real Estate. Tenant may rely upon any consent or approval given in
writing by Agent or upon notice from Agent or from the attorneys for Agent or
Landlord.
1.05 BASIC LEASE PROVISIONS.
These basic lease provisions are intended for convenience only, and any conflict
between these provisions and the body of the Lease shall be resolved in favor of
the body of the Lease.
(a) Purpose (See Section 3.1): The Leased Premises shall be used as
general offices and automobile claims center and for no other
purpose whatsoever without the prior written consent of Landlord.
(b) Annual Rent (See Section 4.1):
Monthly
Period: Annual Rent: Installments:
Initial: Lease Year 1 $ 145,000.00 $ 12,083.33
Lease Year 2 $ 195,000.00 $ 16,250.00
Lease Years 3-5 $ 270,000.00 $ 22,500.00
Lease Years 6-7 $ 295,000.00 $ 24,583.33
Renewal: Lease Years 1-3 $ 295,000.00 $ 24,583.33
Lease Years 4-7 $ 300,000.00 $ 25,000.00
(c) Payee (See Section 4.1): 4300 East Fifth Avenue LLC.
(d) Payee's Address (See Sections 4.1 and 4.2): Dept. 335, Columbus,
Ohio 43265-0335.
(e) Security Deposit (Sec Section 20.1): $0.00
(f) Tenant's Address (for notices) (See Section 21.5):
3883 East Broad Street
Columbus, Ohio 43213
(g) Landlord's Address (for notices) (See Section 21.5): 1800 Moler
Road, Columbus, Ohio 43207, Attn: Law Department; and to 1798 Frebis
Avenue, Columbus, Ohio 43206.
(h) Broker(s) (See Section 21.13): None.
(i) Guarantor's Name and Address (See Separate Guaranty): None.
(j) Rider: List any Riders that are attached: None
II. POSSESSION
2.01 POSSESSION.
Except as otherwise expressly provided herein (or by written instrument signed
by Landlord or Agent), Landlord shall deliver possession of the Leased Premises
to Tenant on or before the Commencement Date in their condition as of the
execution and delivery hereof, reasonable wear and tear and damage by casualty
excepted, and with all work set forth on Exhibit D, attached hereto and made a
part hereof, to be performed by Landlord substantially complete. If Landlord
gives possession prior to the Commencement Date, such occupancy shall be subject
to all the terms and conditions of this Lease. If Landlord shall be unable to
deliver possession of the Leased Premises on the Commencement Date by reason of
the fact that work required to be done by Landlord hereunder, if any, has not
been substantially completed or for any other cause beyond the control of
Landlord, including delays caused by Tenant, Landlord shall not be subject to
any liability for the failure to give possession on said date, nor shall the
validity of this Lease or the obligations of Tenant hereunder be in any way
affected, except as expressly provided in
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the next sentence. Under such circumstances, unless the delay is the fault of
Tenant, annual rent and other charges hereunder shall not commence until the
date possession of the Leased Premises is given to Tenant. If such delay is the
fault of Tenant, annual rent and other charges shall commence on the date
Landlord would have otherwise delivered the Leased Premises to Tenant but for
such delay caused by Tenant.
III. PURPOSE
3.01 PURPOSE.
The Leased Premises shall be used and occupied only for the Purpose set forth in
Section 1.05(a) hereof, except that no such use shall (a) violate any
certificate of occupancy or law, ordinance or other governmental regulation in
effect from time to time affecting the Leased Premises or the use thereof,
including all recorded instruments of record, (b) cause injury to the
improvements, (c) cause the value or usefulness of the Real Estate or any part
thereof to diminish, (d) constitute a public or private nuisance or waste, (e)
authorize Tenant to use, treat, store or dispose of hazardous or toxic materials
on the Real Estate, or (f) render the insurance on the Leased Premises void or
the insurance risk more hazardous, provided, however, that if Tenant's use of
the Leased Premises does make the insurance risk more hazardous then, without
prejudice to any other remedy of Landlord for such breach, Tenant shall pay to
Landlord, on demand, the amount by which Landlord's insurance premiums are
increased as a result of such use, which payment shall be in addition to the
payment by Tenant for premiums as provided in Section 6.3 hereof. Tenant shall
not use or occupy the Leased Premises contrary to any statute, rule, order,
ordinance, requirement or regulation applicable thereto.
3.02 USE OF REAL ESTATE.
Tenant acknowledges that the Real Estate is adjacent to the Columbus
International Airport (the "Airport") and portions of the Real Estate (excluding
the Leased Premises) may be used for storage, repair, loading and unloading of
airplanes and other services associated with the Airport and airplanes. Tenant
consents to the above uses of the Real Estate and agrees that such use shall not
interfere with its use of the Leased Premises. Tenant acknowledges and consents
to any expansion of the Airport, including without limitation one which includes
a major runway, or a portion thereof, between the current Airport runways and
the Leased Premises.
IV. RENT
4.01 ANNUAL RENT.
Beginning with the Commencement Date or earlier occupancy of the Premises,
Tenant shall pay, without demand, annual rent as set forth in Section 1.05(b)
hereof payable monthly in advance in installments as set forth in said Section.
Rent shall be paid to or upon the order of Payee at the Payee's Address.
Landlord shall have the right to change the Payee or the Payee's Address by
giving written notice thereof to Tenant. If Tenant occupies the Leased Premises
for the purpose of conducting business therein prior to the Commencement Date,
Tenant shall pay annual rent and other charges hereunder on a pro rata basis
from the date of occupancy to the Commencement Date. All payments of rent shall
be made without any deduction, set off, discount or abatement whatsoever, in
lawful money of the United States.
4.02 INTEREST ON LATE PAYMENTS.
Each and every installment of rent and each and every payment of other charges
hereunder which shall not be paid when due shall bear interest at the highest
rate then payable by Tenant in the state in which the Leased Premises are
located or, in the absence of such a maximum rate, at a rate per annum equal to
four percent (4%) in excess of the announced prime rate of interest of National
City Bank, Columbus, in effect on the due date of such installment(s), from the
date when the same is payable under the terms of this Lease until the same shall
be paid; provided that payment of such interest shall not excuse default in the
payment of rent or other sums due hereunder.
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4.03 ADDITIONAL RENT.
The parties agree that the annual rent is a gross rent, and that there shall be
no charge to Tenant for taxes, insurance, common area maintenance and utilities.
V. IMPOSITIONS
5.01 PAYMENT BY TENANT. - [Intentionally Deleted].
5.02 ALTERNATIVE TAXES. - [Intentionally Deleted].
5.03 OTHER TAXES.
Tenant further covenants and agrees to pay promptly when due all taxes assessed
against Tenant's fixtures, furnishings, equipment and stock-in trade placed in
or on the Leased Premises during the term of this Lease.
VI. RISK ALLOCATION AND INSURANCE
6.01 ALLOCATION OF RISKS.
The parties desire, to the extent permitted by law, to allocate certain risks of
personal injury, bodily injury or property damage, and risks of loss of real or
personal properly by reason of fire, explosion or other casualty, and to provide
for the responsibility for insuring those risks. It is the intent of the parties
that, to the extent any event is required by the terms hereof to be covered by
insurance, any loss, cost, damage or expense, including, without limitation, the
expense of defense against claims or suits, be covered by insurance, without
regard to the fault of Tenant, its officers, employees or agents ("Tenant
Protected Parties"), and without regard to the fault of Landlord, Agent, their
respective members, officers, directors, employees and agents ("Landlord
Protected Parties"). As between Landlord Protected Parties and Tenant Protected
Parties, such risks are allocated as follows:
(a) Tenant shall bear the risk of bodily injury, personal injury or
death, or damage to property, or to third persons, occasioned by
events occurring within, on or about the Leased Premises, regardless
of the party at fault, if any. Said risks shall be insured as
provided in Section 6.02(a).
(b) Landlord shall bear the risk of bodily injury, personal injury, or
death or damage to property, or to third persons, occasioned by
events occurring on or about the Real Estate (other than premises
leased to tenants), provided such event is occasioned by the
wrongful act or omission of any of Landlord Protected Parties. Said
risk shall be insured against as provided in Section 6.3(a).
(c) Tenant shall bear the risk of bodily injury, personal injury, or
death or damage to property, or to third persons, occasioned by any
event occurring on or about the Real Estate, provided such event is
occasioned by the wrongful act or omission of any of Tenant
Protected Parties. Said risk shall be insured against as provided in
Section 6.02(a).
(d) Tenant shall bear the risk of damage to contents, trade fixtures,
machinery, equipment, furniture, furnishings and property of Tenant
and Tenant's Protected Parties in the Leased Premises arising out of
loss by all events.
(e) Landlord shall bear the risk of damage to the building on the Real
Estate arising out of loss by events required to be insured against
pursuant to Section 6.3(b).
Notwithstanding the foregoing, provided the party required to carry insurance
under Section 6.02(a) or Section 6.03(a) hereof does not default in its
obligation to do so, if and to the extent that any loss occasioned by any event
of the type described in Section 6.01 (a) or Section 6.01(b) exceeds the
coverage or amount of insurance actually carried, or results from an event not
required to be insured against and not actually insured against, each party
shall pay the amount not actually covered under their respective policies.
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6.02 TENANT'S INSURANCE.
Tenant shall procure and maintain policies of insurance, at its own cost and
expense, insuring:
(a) The Landlord Protected Parties as "named additional insureds", and
Landlord's mortgagee, if any, of which Tenant is given written
notice, and Tenant Protected Parties, from all claims, demands or
actions made by or on behalf of any person or persons, firm,
corporation or entity and arising from, related to or connected with
the Leased Premises, Tenant's use thereof or operations therein, or
on the common areas of the Real Estate for bodily injury to or
personal injury to or death of any person, or more than one (1)
person, or for damage to property in an amount of not less than Two
Million Dollars ($2,000,000.00) combined single limit per
occurrence/aggregate. Said insurance shall be written on an
"occurrence" basis and not on a "claims made" basis, and such
liability policies shall include products and completed operations
liability insurance. If at any time during the term of this Lease,
Tenant owns or rents more than one location, the policy shall
contain an endorsement to the effect that the aggregate limit in the
policy shall apply separately to each location owned or rented by
Tenant. Landlord shall have the right, exercisable by giving written
notice thereof to Tenant, to require Tenant to increase such limit
if, in Landlord's reasonable judgment, the amount thereof is
insufficient to protect the Landlord Protected Parties and Tenant
Protected Parties from judgments which might result from such
claims, demands or actions. If Tenant is unable, despite reasonable
efforts in good faith, to cause its liability insurer to insure the
Landlord Protected Parties as "named additional insureds", Tenant
shall nevertheless cause the Landlord Protected Parties to be
insured as "additional insureds" and in such event, Tenant will
protect, indemnify and save harmless the Landlord Protected Parties
from and against any and all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including
without limitation reasonable attorney's fees and expenses) imposed
upon or incurred by or asserted against the Landlord Protected
Parties, or any of them, by reason of any bodily injury to or
personal injury to or death of any person or more than one person or
for damage to property, occurring on or about the Leased Premises,
caused by any party including, without limitation, any Landlord
Protected Party, to the extent of the amount of the insurance
required to be earned under this Section 6.2(a) or such greater
amount of insurance as is actually carried. Tenant shall cause its
liability insurance to include contractual liability coverage fully
covering the indemnity set forth above and in Section 13.1 below.
(b) All contents and Tenant's trade fixtures, machinery, equipment,
furniture and furnishings in the Leased Premises to the extent of at
least ninety percent (90%) of their replacement cost under Standard
Fire and Extended Coverage Policy and all other risks of direct
physical loss as insured against under Special Form ("all risk"
coverage). Said insurance shall contain an endorsement waiving the
insurer's right of subrogation against any Landlord Protected Party.
(c) Tenant Protected Parties from all worker's compensation claims,
including employers liability with minimum limits of $500,000.00 per
occurrence.
(d) Landlord and Tenant against breakage of all plate glass utilized in
the improvements on the Leased Premises.
(e) Tenant agrees to maintain, at its own expense, for the benefit of
itself, Tenant's Protected Parties and Landlord's Protected Parties,
excess and/or umbrella liability insurance of such types and with
limits not less than Three Million Dollars ($3,000,000.00) as may be
approved by Landlord, insuring against liability for damage or loss
to aircraft or other property, and against liability for person
injury or death, arising from acts or omissions of Tenant, its
agents, employees or invitees. Said excess and/or umbrella policies
shall include all liability policies in Section 6.2(a) and
employer's liability in Section 6.2(c).
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6.03 LANDLORD'S INSURANCE.
Landlord shall procure and maintain policies of insurance insuring:
(a) (i) Commercial general liability (including products and completed
operations) or other policy forms which would provide similar
coverages on behalf of Landlord and Landlord's Protected
Parties for those claims of bodily injury or property damage
arising from the Real Estate and the operations of the
Landlord and Landlord's Protected Parties. Said liability
insurance policy shall be written on an "occurrence" basis
with a combined single limit of One Million Dollars
($1,000,000.00) per occurrence and not less than Two Million
Dollars ($2,000,000.00) policy aggregate limit, and One
Million Dollars ($1,000,000.00) limit for products and
completed operations.
(ii) Umbrella liability insurance providing a minimum of Fifty
Million Dollars ($50,000,000.00) limit naming the commercial
general liability policy (Section 6.3(a)(i)) as an underlying
policy.
(b) The building containing the Leased Premises against loss or damage
by fire, lightning, wind storm, hail storm, aircraft, vehicles,
smoke, explosion, riot or civil commotion as provided by the
Standard Fire and Extended Coverage Policy and all other risks of
direct physical loss as insured against under Special Form ("all
risk" coverage). The insurance coverage shall be for an agreed
amount between Landlord and the insurance carrier, with sufficient
limits to replace the Leased Premises of similar utility purpose.
Landlord shall be named as the insured and all proceeds of insurance
shall be payable to Landlord. Said insurance shall contain an
endorsement waiving the insurer's right of subrogation against any
Tenant Protected Parties.
(c) Landlord's business income, protecting Landlord from loss of rents
and other charges during the period while the Leased Premises are
untenantable due to fire or other casualty (for the period
reasonably determined by Landlord).
(d) Flood or earthquake insurance whenever, in the reasonable judgment
of Landlord, such protection is necessary and it is available at
commercially reasonable cost.
6.04 FORM OF INSURANCE.
All of the aforesaid insurance shall be in responsible companies licensed to do
business in the State of Ohio. Landlord shall have the right to self-insure and
use high deductibles or self-insured retention levels to help control the cost
of insurance premiums. The cost of deductible and retained losses shall be part
of the additional rent charges hereunder. As to Tenant's insurance, the insurer
and the form, substance and amount (where not stated above) shall be
satisfactory from time to time to Landlord and any mortgagee of Landlord, and
shall unconditionally provide that it is not subject to cancellation or
non-renewal except after at least thirty (30) days prior written notice to
Landlord and any mortgagee of Landlord. Originals of Tenant's insurance policies
(or certificates thereof satisfactory to Landlord), together with satisfactory
evidence of payment of the premiums thereon, shall be deposited with Landlord at
the Commencement Date and renewals thereof not less than thirty (30) days prior
to the end of the term of such coverage. Landlord shall have the right, from
time to time, to increase the occurrence limits and/or policy limits of Landlord
and/or Tenant hereunder, as Landlord may reasonably determine.
6.05 FIRE PROTECTION.
Landlord is providing a sprinkler monitoring system with a direct connection to
the local fire department or monitoring service. In the event of impairment of
the sprinkler system, the party discovering such impairment shall immediately
notify the other party hereto
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6.06 WAIVER OF SUBROGATION.
Landlord and Tenant, and all parties claiming under each of them, mutually
release and discharge each other from all claims and liabilities arising from or
caused by any casualty or hazard covered or required hereunder to be covered in
whole or in part by insurance coverage required to be maintained by the terms of
this Lease on the Leased Premises or in connection with the Real Estate or
activities conducted thereon or therewith, and waive any right of subrogation
which might otherwise exist in or accrue to any person on account thereof,
including all other tenants of the Building. All policies of insurance required
to be maintained by the parties hereunder shall contain waiver of subrogation
provisions in accordance with the foregoing so long as the same are available.
6.07 DISCLAIMER OF LIABILITY.
Tenant hereby disclaims, and releases Landlord and Landlord's Protected Parties
from any and all liability, whether in contract or tort (including strict
liability and negligence), for any loss, damage, or injury of any nature
whatsoever sustained by Tenant and Tenant's Protected Parties, during the term
of this Lease. The parties hereby agree that under no circumstances shall
Landlord be liable for indirect, consequential, special, or exemplary damages,
whether in contract or tort (including strict liability and negligence), such
as, but not limited to, loss of revenue or anticipated profits or other damage
related to the leasing of the Premises under this Lease.
VII. DAMAGE OR DESTRUCTION
7.01 LANDLORD'S OBLIGATION TO REBUILD.
In the event the Leased Premises are damaged by fire, explosion or other
casualty, Landlord shall commence the repair, restoration or rebuilding thereof
within sixty (60) days after such damage and shall complete such restoration,
repair or rebuilding within one hundred fifty (150) days after the commencement
thereof, provided that if construction is delayed because of changes, deletions,
or additions in construction requested by Tenant, strikes, lockouts, casualties,
acts of God, war, material or labor shortages, governmental regulation or
control or other causes beyond the control of Landlord, the period for
restoration, repair or rebuilding shall be extended for the amount of time
Landlord is so delayed. If the casualty or the repair, restoration or rebuilding
caused thereby shall render the Leased Premises untenantable, in whole or in
part, rent shall be equitably abated during the period of untenantability and
Tenant shall have no liability for the abated rent; provided, however, that
Tenant shall on a monthly basis, advance to Landlord the sum equal to the full
monthly payment of rent and other charges otherwise due hereunder, and such
advances shall be repaid by Landlord to Tenant solely from the proceeds, if any,
of Landlord's business income insurance on the Leased Premises collected and
retained by Landlord for the period of such untenantability. If such a fire,
explosion or other casualty damages the building in which the Leased Premises
arc located, in a material or substantial way, Landlord may, in lieu of
repairing, restoring or rebuilding the same, terminate this Lease within sixty
(60) days after the occurrence of the event causing the damage by notice to
Tenant. In such event, the obligation of Tenant to pay rent and other charges
hereunder shall end as of the date when the damage occurred.
VIII. CONDEMNATION
8.01 TAKING OF WHOLE.
If the whole of the Leased Premises shall be taken or condemned for a public or
quasi-public use or purpose by a competent authority, or if such a portion of
the Leased Premises shall be so taken that as a result thereof the balance
cannot be used for the same purpose and with substantially the same utility to
Tenant as immediately prior to such taking, then in either of such events, the
Lease term shall terminate upon delivery of possession to the condemning
authority, and any award, compensation or damages (hereinafter sometimes called
the "Award") shall be paid to and be the sole property of Landlord whether the
Award shall be made as compensation for diminution of the value of the leasehold
estate or the fee of the Real Estate or otherwise and Tenant hereby assigns to
Landlord all of Tenant's right, title and interest in and to any and all of the
Award. Tenant shall continue to pay rent and other charges hereunder until the
Lease term is
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terminated and any Impositions and premiums prepaid by Tenant, or which accrue
prior to the termination, shall be adjusted between the parties.
8.02 PARTIAL TAKING.
If only a part of the Leased Premises shall be so taken or condemned, but the
Lease is not terminated pursuant to Section 8.1 hereof, Landlord shall repair
and restore the Leased Premises and all improvements thereon, to the extent
reasonably practicable, provided that Landlord shall not hereby be required to
expend for repair and restoration any sum in excess of the Award. Any portion of
the Award which has not been expended by Landlord for such repairing or
restoration, shall be retained by Landlord as Landlord's sole property. The rent
shall be equitably abated following delivery of possession to the condemning
body. If the portion of the building within which the Leased Premises are
located shall be so taken or condemned in a material or substantial way,
Landlord may terminate this Lease by giving written notice thereof to Tenant
within sixty (60) days after such taking. In such event, the Award shall be paid
to and be the sole property of Landlord.
8.03 TEMPORARY TAKING.
If the whole or a part of the Leased Premises shall be taken or condemned for a
public or quasi-public use or purpose by a competent authority, but only on a
temporary basis, then in such event this Lease shall continue in full force and
effect, without any abatement of rent whatsoever, but the Award paid on account
of such temporary taking shall be paid to Tenant in full satisfaction of all
claims of Tenant on account thereof.
IX. MAINTENANCE AND ALTERATIONS
9.01 LANDLORD'S MAINTENANCE.
(a) Landlord shall provide nightly (Monday-Friday) janitorial service
for the Leased Premises. Landlord shall also perform all
maintenance, repairs and replacements of the roof and the structural
components of the Leased Premises, the exterior and interior of any
doors, windows and plate glass surrounding the Leased Premises; and
the plumbing, heating, ventilating and air-conditioning equipment in
the Leased Premises (unless caused by Tenant's use of or alterations
to the Leased Premises). If the necessity for any such maintenance,
repairs or replacements results from any act or omission or
negligence of Tenant, its agents, employees, contractors, customers
or invitees, Tenant shall pay to Landlord all of the costs and
expenses incurred by Landlord in performing such work. Such payment
shall be additional rent hereunder and shall be paid to Landlord
within ten (10) days after Landlord bills Tenant therefor.
(b) Landlord shall have ten (10) days after notice from Tenant stating
the need for repairs to commence such repairs, and Landlord shall
thereafter proceed with due diligence to complete same. Tenant
expressly hereby waives the provisions of any law permitting repairs
by a tenant at Landlord's expense.
9.02 TENANT'S MAINTENANCE.
Tenant shall keep and maintain all of Tenant's personal property, equipment and
fixtures in good condition and repair.
9.03 Alterations.
(a) Tenant shall make all additions, improvements and alterations on the
Leased Premises, and on and to the appurtenances and equipment
thereof, required by any governmental authority or which may be made
necessary by the act or neglect of Tenant, its employees, agents or
contractors, or any persons, firm or corporation claiming by,
through or under Tenant. Tenant shall not create any openings in the
roof or exterior walls, or make any other exterior or structural
alterations to the Leased Premises (hereinafter "Alterations")
without Landlord's prior written consent, which consent Landlord
may, in its discretion, withhold. Notwithstanding the foregoing, any
alterations or improvements by Tenant which
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alter the location of partition walls, fire walls, ceilings or other
fire protection shall require the prior written consent of the
Landlord, which consent shall not be unreasonably withheld.
(b) As to any Alterations which Tenant is required hereunder to perform
or to which Landlord consents, and as to all additions, improvements
and alterations required by any governmental authority or which may
be made necessary by the act or neglect of Tenant, and as to any
repairs costing in excess of $10,000.00, and as to any replacements
of the foregoing, or as to work performed pursuant to Article XVIII
hereof, such work shall be performed with new materials, in a
workman-like manner, strictly in accordance with plans and
specifications therefor first approved in writing by Landlord and in
accordance with all applicable laws and ordinances. Tenant shall,
prior to the commencement of such work, deliver to Landlord copies
of all required permits, and builders risk (or installation floater)
insurance coverage to the extent of the cost of the Alterations. At
Landlord's option (exercised by notice in writing from Landlord to
Tenant given within ten (10) days after Landlord receives Tenant's
plans and specifications), such work shall be performed by
employees of or contractors employed by Landlord, at Tenant's
expense. Tenant shall permit Landlord to monitor construction
operations in connection with such work, and to restrict, as may
reasonably be required, the passage of manpower and materials, and
the conducting of construction activity in order to avoid
unreasonable disruption, hazard or inconvenience to Landlord or
other tenants of the Real Estate or to Permitted Parties or damage
to the Real Estate or the Leased Premises. Tenant shall pay to
Landlord, for Landlord's overhead in connection with performing or
monitoring such work, a sum equal to ten percent (10%) of Tenant's
costs for such work. Upon completion of any such work by or on
behalf of Tenant, Tenant shall provide Landlord with such documents
as Landlord may require (including, without limitation, sworn
contractors' statements and supporting lien waivers) evidencing
payment in full for such work, and "as built" working drawings. In
the event Tenant performs any work not in compliance with the
provisions of this Section 9.3(b), Tenant shall, upon written notice
from Landlord, immediately remove such work and restore the Leased
Premises to their condition immediately prior to the performance
thereof. If Tenant fails so to remove such work and restore the
Leased Premises as aforesaid, Landlord may, at its option, and in
addition to all other rights or remedies of Landlord under this
Lease, at law or in equity, enter the Leased Premises and perform
said obligation of Tenant and Tenant shall reimburse Landlord for
the cost to the Landlord thereof, immediately upon being billed
therefor by Landlord. Such entry by Landlord shall not be deemed an
eviction or disturbance of Tenant's use or possession of the Leased
Premises nor render Landlord liable in any manner to Tenant.
(c) In no event shall Tenant be entitled to use the roof of the Leased
Premises or any other roof on the Real Estate without the prior
written consent of Landlord, which consent may be granted or
withheld in Landlord's sole discretion. In the event Tenant obtains
Landlord's consent to utilize the roof of the Leased Premises or any
other roof of a building on the Real Estate, Tenant shall only use
Landlord's roofing contractor for all purposes for which Landlord
has consented.
(d) All improvements and Alterations made to the Leased Premises by
Tenant shall, immediately upon attachment to the Leased Premises or
installation thereof, be deemed the property of Landlord and Tenant
shall have no further right or claim to the title thereof.
X. ASSIGNMENT AND SUBLETTING
10.01 CONSENT REQUIRED.
(a) Tenant shall not, without Landlord's prior written consent, (i)
assign, convey or mortgage this Lease or any interest therein; (ii)
allow any transfer thereof or any lien upon Tenant's interest by
operation of law; (iii) sublet the Leased Premises or any part
thereof; (iv) amend a sublease previously consented to by the
Landlord; or (v) permit the use or occupancy of the Leased Premises
or any part thereof by
9
anyone other than Tenant. If Tenant proposes to assign the Lease or
enter into any sublease of the Leased Premises, Tenant shall deliver
written notice thereof to Landlord, together with the proposed terms
of such assignment or sublease agreement at least thirty (30) days
prior to the effective date thereof. Any proposed assignment or
sublease shall be expressly subject to the terms, conditions and
covenants of this Lease. Any proposed assignment shall contain a
written assumption by assignee of all of Tenant's obligations under
this Lease. Any sublease shall (i) provide that the sublessee shall
procure and maintain the insurance required of Tenant in accordance
with the terms of Section 6.2(b) and Section 9.3(b) hereof, (ii)
provide for a copy to Landlord of notice of default by either party,
and (iii) otherwise be reasonably acceptable to Landlord.
(b) Landlord's consent to any assignment or subletting shall not
unreasonably be withheld; in making its determination as to whether
to consent to any proposed assignment or sublease, Landlord may
consider, among other things, the creditworthiness and business
reputation of the proposed assignee or subtenant, the compatibility
of the proposed use of the Leased Premises with the general
character of the Real Estate, and any other factors which Landlord
may reasonably deem relevant. Tenant's remedy, in the event that
Landlord shall unreasonably withhold its consent to an assignment or
subletting, shall be limited to injunctive relief or declaratory
judgment and in no event shall Landlord be liable for damages
resulting therefrom. No consent by Landlord to any assignment or
subletting shall be deemed to be a consent to any further assignment
or subletting or to any sub-subletting.
(c) In the event that Tenant proposes to assign the Lease or enter into
a sublease of all or substantially all of the Leased Premises,
Landlord shall have the right, in lieu of consenting thereto, to
terminate this Lease. Landlord may exercise said right by giving
Tenant written notice thereof within thirty (30) days after receipt
by Landlord of Tenant's notice, given in compliance with Section
10.1 (a) hereof, of the proposed assignment or sublease. In the
event that Landlord exercises such right, Tenant shall surrender the
Leased Premises on the date set forth in Landlord's notice to Tenant
as the termination date, in which event Tenant shall vacate and
surrender the Leased Premises as required herein, and this Lease
shall thereupon terminate. Landlord may, in the event of such
termination, enter into a lease with any proposed assignee or
subtenant for the Leased Premises.
(d) In the event that Tenant subleases the Leased Premises, Tenant shall
pay to Landlord monthly, as additional rent hereunder, fifty percent
(50%) of the amount calculated by subtracting from the rent and
other charges and consideration payable from time to time by the
subtenant to Tenant for said space, the amount of rent and other
charges payable by Tenant to landlord under this Lease, allocated
(based on the relative rentable square fool area of the total Leased
Premises and of that portion of the Leased Premises so subleased by
Tenant) to the subleased portion of the Leased Premises.
(e) No permitted assignment shall be effective and no permitted sublease
shall commence unless and until any default by Tenant hereunder
shall have been cured. No permitted assignment or subletting shall
relieve Tenant from Tenant's obligations and agreements hereunder
and Tenant shall continue to be liable as a principal and not as a
guarantor or surety to the same extent as though no assignment or
subletting had been made.
10.02 RELATED PARTY TRANSFERS.
So long as Tenant remains fully liable hereunder, Tenant shall have the light to
assign this Lease in its entirety or sublet all or any portion of the Leased
Premises without the consent of Landlord to (a) any entity resulting from a
merger or consolidation with Tenant; (b) any entity succeeding to the business
and assets of Tenant; and (c) any subsidiary or affiliate of Tenant. For
purposes hereof, "affiliate" shall mean any partnership, corporation,
unincorporated associated, joint venture or other entity which is controlled by
or is under common control with Tenant. For purposes hereof, "control" shall
mean the power to direct the management and business policies of the subject
entity, whether by contract, voting of securities or otherwise. The sublease or
10
assignment to an entity other than the above-described will require the prior
written consent of Landlord in accordance with this Article X.
10.03 OTHER TRANSFER OF LEASE.
Tenant shall not allow or permit any transfer of this Lease, or any interest
hereunder, by operation of law, or convey, mortgage, pledge, or encumber this
Lease or any interest therein.
XI. LIENS AND ENCUMBRANCES
11.01 ENCUMBERING TITLE.
Tenant shall not do any act which shall in any way encumber the title of
Landlord in and to the Leased Premises or the Real Estate, nor shall the
interest or estate of Landlord in the Leased Premises or the Real Estate be in
any way subject to any claim by way of lien or encumbrance, whether by operation
of law or by virtue of any express or implied contract by Tenant. Any claim to,
or lien upon, the Leased Premises or the Real Estate arising from any act or
omission of Tenant shall accrue only against the leasehold estate of Tenant and
shall be subject and subordinate to the paramount title and rights of Landlord
in and to the Leased Premises and the Real Estate.
11.02 LIENS AND RIGHT TO CONTEST.
Tenant shall not permit the Leased Premises or the Real Estate to become subject
to any mechanics', laborers' or materialmen's lien on account of labor or
material furnished to Tenant or claimed to have been furnished to Tenant in
connection with work of any character performed or claimed to have been
performed on the Leased Premises by, or at the direction or sufferance of
Tenant; provided, however, that Tenant shall have the right to contest, in good
faith and with reasonable diligence, the validity of any such lien or claimed
lien if Tenant shall give to Landlord such security as may be deemed
satisfactory to Landlord to assure payment thereof and to prevent any sale,
foreclosure, or forfeiture of the Leased Premises or the Real Estate by reason
of nonpayment thereof; provided further, that on final determination of the lien
or claim for lien, Tenant shall immediately pay any judgment rendered, with all
proper costs and charges, and shall have the lien released and any judgment
satisfied. Tenant hereby agrees to indemnify and hold Landlord harmless for any
liability, cost, damage and expense occasioned by any mechanic's lien filed
against the Leased Premises or the Real Estate on account of labor or material
furnished to Tenant or claimed to have been furnished to Tenant in connection
with the Leased Premises or the Real Estate.
XII. UTILITIES
12.01 UTILITIES.
Landlord shall provide utility services for typical office usage. Landlord shall
not be liable for the quality or quantity of or interference involving any such
utilities.
XIII. INDEMNITY
13.01 INDEMNITY.
Tenant will protect, indemnify and save harmless Landlord Protected Parties (as
defined in Section 6.1) from and against all liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including without
limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by
or asserted against Landlord by reason of (i) any failure on the part of Tenant
to perform or comply with any of the terms of this Lease; (ii) performance of
any labor or services or the furnishing of any materials or other property in
respect of the Leased Premises or any part thereof; (iii) any violations or
alleged violations of airport security regulations by Tenant and all Protected
Parties of Tenant; (iv) any use of the Leased Premises by Tenant, including but
not limited to, the use of electronic or radar monitoring or transmission
equipment or related transmissions; or (v) any and all liability, fines or other
charges incurred as a result of alleged violations of airport or aviation
security regulations by Tenant and its Permitted Parties. In case any action,
suit or proceeding is brought against Landlord by reason of any occurrence
described in this Section 13.1, Tenant will, at Tenant's expense, by counsel
approved by
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Landlord, resist and defend such action, suit or proceeding, or cause the same
to be resisted and defended. The costs indemnified against hereunder and assumed
under Article VI include, without limitation, any claims due to loss suffered by
the Landlord, Landlord's other tenants, the Permitted Parties, the Columbus
Airport Authority, the tenants of the Columbus Airport Authority, or the City of
Columbus, Ohio. The obligations of Tenant under this Section 13.1 shall survive
the expiration or earlier termination of this Lease.
XIV. RIGHTS RESERVED TO LANDLORD
14.01 RIGHTS RESERVED TO LANDLORD.
Without limiting any other rights reserved or available to Landlord under this
Lease, at law or in equity, Landlord, on behalf of itself and Agent reserves the
following rights to be exercised at Landlord's election:
(a) To change the street address of the Leased Premises or the name of
the project which includes the Leased Premises;
(b) To inspect the Leased Premises and to make repairs, additions or
alterations to the Leased Premises or the building of which the
Leased Premises are a part, specifically including, but without
limiting the generality of the foregoing, to make repairs, additions
or alterations within the Leased Premises to mechanical, fire
protection systems, alarm systems, electrical, and other facilities,
systems, serving other premises in the building of which the Leased
Premises are a part, or which serve other parts of the Real Estate;
(c) To show the Leased Premises to prospective purchasers, mortgagees,
or other persons having a legitimate interest in viewing the same,
and, at any time within one (1) year prior to the expiration of the
Lease term, to persons wishing to rent the Leased Premises;
(d) During the last year of the Lease term, to place and maintain the
usual "For Rent" sign in or on the Leased Premises or the Real
Estate, and at any time during the Lease term to place and maintain
"For Sale" signs on the Real Estate; and
(e) If Tenant shall theretofore have vacated the Leased Premises (but
not earlier than during the last ninety (90) days of the Lease
term), to decorate, remodel, repair, alter or otherwise prepare the
Leased Premises for new occupancy.
(f) To promulgate rules and regulations for the operation and use of the
common areas, including the parking areas for the common use and
benefit of the tenants of the Real Estate and their customers and
invitees. Landlord shall at all times have exclusive control of the
common areas and may at any time and from time to time: (i) modify
and amend reasonable rules and regulations for the use of the common
areas, which rules and regulations shall be binding upon the Tenant
upon delivery of a copy thereof to the Tenant; (ii) temporarily
close any part of the common areas, including but not limited to
closing the streets, sidewalks, road or other facilities to the
extent necessary to prevent a dedication thereof or the accrual of
rights of any person or of the public therein; (iii) exclude and
restrain anyone from the use or occupancy of the common areas or any
part thereof except bona fide customers and suppliers of the tenants
of the Real Estate who use said areas in accordance with the rules
and regulations established by Landlord; (iv) engage others to
operate and maintain all or any part of the common areas, on such
terms and conditions as Landlord shall, in its sole judgment, deem
reasonable and proper; and (v) make such changes in the common areas
as in its opinion are in the best interest of the Real Estate,
including but not limited to changing the location of walkways,
service areas, driveways, entrances, existing automobile parking
spaces and other facilities, changing the direction and flow of
traffic and establishing prohibited areas.
(g) Remove any obstructions in the common areas created or permitted by
Tenant, including towing vehicles parked in restricted parking zones
at Tenant's sole cost and expense.
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Landlord may enter upon the Leased Premises for any and all of said purposes and
may exercise any and all of the foregoing rights hereby reserved, during normal
business hours unless an emergency exists, without being deemed guilty of any
eviction or disturbance of Tenant's use or possession of the Leased Premises,
and without being liable in any manner to Tenant.
14.02 MAINTENANCE COSTS. - [Intentionally Deleted.]
XV. QUIET ENJOYMENT
15.01 QUIET ENJOYMENT.
So long as Tenant is not in default under the covenants and agreements of this
Lease, Tenant's quiet and peaceable enjoyment of the Leased Premises shall not
be disturbed or interfered with by Landlord or by any person claiming by,
through or under Landlord.
XVI. SUBORDINATION OR SUPERIORITY
16.01 SUBORDINATION OR SUPERIORITY.
(a) This Lease is subject and subordinate to the lien of any deed of
trust, mortgage or mortgages now placed upon Landlord's interest in
the Real Estate. In the event the holder thereof so desires, Tenant
shall execute any document necessary to subordinate the lien of such
deed of trust, mortgage or mortgages to this Lease and this Lease
shall thereafter be superior to such lien, until such time as the
Landlord shall request Tenant to subordinate the Lease thereto.
(b) Landlord reserves the right to subject and subordinate this Lease at
all times to the lien of any deed of trust, mortgage or mortgages
hereafter placed upon Landlord's interest in the Leased Premises;
provided, however, that no default by Landlord, under any deed of
trust, mortgage or mortgages, shall affect Tenant's rights under
this Lease, so long as Tenant performs the obligations imposed upon
it hereunder and is not in default hereunder, and Tenant attorns to
the holder of such deed of trust or mortgage, its assignee or the
purchaser at any foreclosure sale. Tenant shall execute any
instrument presented to Tenant for the purpose of effecting such
subordination so long as the subordination is substantially in the
form attached as Exhibit E. If Tenant, within ten (10) days after
submission of such instrument, fails to execute same, Landlord is
hereby authorized to execute same as attorney-in-fact for Tenant.
It is a condition, however, to the subordination and lien provisions
herein provided, that Landlord shall procure from any such mortgagee
an agreement in writing, which shall be delivered to Tenant or
contained in the aforesaid subordination agreement, providing in
substance that so long as Tenant shall faithfully discharge the
obligations on its part to be kept and performed under the terms of
this Lease and is not in default under the terms hereof, its tenancy
will not be disturbed nor this Lease affected by any default under
such mortgage.
(c) Wherever notice is required to be given to Landlord pursuant to the
terms of this Lease, Tenant will likewise give such notice to any
mortgagee of Landlord's interest in the Leased Premises upon notice
of such mortgagee's name and address from Landlord. Furthermore,
such mortgagee shall have the same rights to cure any default on the
part of Landlord that Landlord would have had.
XVII. XVII. SURRENDER
17.01 SURRENDER.
Upon the termination of this lease, whether by forfeiture, lapse of time or
otherwise, or upon termination of Tenant's right to possession of the Leased
Premises, Tenant will at once surrender and deliver up the Leased Premises,
together with all improvements thereon, to Landlord, in good condition and
repair, reasonable wear and tear and loss by fire or other casualty excepted;
conditions existing because of Tenant's failure to perform maintenance, repairs
or replacements as required herein, or because of Tenant's particular use of the
Leased Premises (even if permitted pursuant to Section 1.5(a) hereof), or
because of Tenant's failure to have in force a
13
maintenance contract as required by Section 9.2(b) hereof, shall not be deemed
"reasonable wear and tear." Tenant shall deliver to Agent all keys to all doors
therein. As used herein, the term "improvements" shall include, without
limitation, all plumbing, lighting, electrical, heating, cooling and ventilating
fixtures and equipment, and all Alterations (as said term is defined in Section
9.3 hereof) whether or not permitted under said Section 9.3. All alterations,
including the Alterations, improvements and additions, temporary or permanent,
made in or upon the Leased Premises by Tenant, or made by Landlord on Tenant's
behalf, shall become Landlord's property immediately upon installation thereof
and shall remain upon the Leased Premises on any such termination without
compensation, allowance or credit to Tenant; provided, however, that Landlord
shall have the right to require Tenant to remove any alterations, including the
Alterations, and to restore the Leased Premises to their condition prior to the
making of any such alterations, repairing any damage occasioned by such removal
and restoration. Said right shall be exercised by Landlord giving written notice
thereof to Tenant on or before ten (10) days after any such termination. If
Landlord requires removal of any alterations and Tenant does not make such
removal in accordance with this Section at the time of such termination, or
within thirty (30) days after such request, whichever is later, Landlord may
remove the same (and repair any damage occasioned thereby), and dispose thereof
or, at its election, deliver the same to any other place of business of Tenant
or warehouse the same. Tenant shall pay the costs of such removal, repair,
delivery and warehousing to Landlord on demand.
17.02 REMOVAL OF TENANT'S PROPERTY.
Upon the termination of this Lease by lapse of time, Tenant shall remove
Tenant's articles of personal property incident to Tenant's business ("Trade
Fixtures"); provided, however, that Tenant shall repair any damage to the Leased
Premises which may result from such removal, and shall restore the Leased
Premises to the same condition as prior to the installation thereof. If Tenant
does not remove Tenant's Trade Fixtures from the Leased Premises prior to the
expiration or earlier termination of the Lease Term, Landlord, may, at its
option, remove the same (and repair any damage occasioned thereby) and dispose
thereof or deliver the same to any other place of business of Tenant or
warehouse the same, and Tenant shall pay the cost of such removal, repair,
delivery and warehousing to Landlord on demand, or Landlord may treat such Trade
Fixtures as having been conveyed to Landlord with this Lease as a bill of sale,
without further payment or credit by Landlord to Tenant.
17.03 HOLDING OVER.
Tenant shall have no right to occupy the Leased Premises or any portion thereof
after the expiration of the Lease or after termination of the Lease or of
Tenant's right to possession pursuant to Section 19.2 hereof. In the event
Tenant or any party claiming by, through or under Tenant holds over, Landlord
may exercise any and all remedies available to it at law or in equity to recover
possession of the Leased Premises, and for damages. For each and every month or
partial month that Tenant or any party claiming by, through or under Tenant
remains in occupancy of all or any portion of the Leased Premises after the
expiration of the Lease or after termination of the Lease or Tenant's right to
possession. Tenant shall pay, as minimum damages and not as a penalty, monthly
rental at a rate equal to double the rate of rent and other charges payable by
Tenant hereunder immediately prior to the expiration or other termination of the
Lease or of Tenant's right to possession. The acceptance by Landlord of any
lesser sum shall be construed as a payment on account and not in satisfaction of
damages for such holding over. If the holding over occurs at the expiration of
the Lease term, or by reason of a termination by mutual agreement of the
parties, Landlord may, as an alternative remedy, elect that such holding over
shall constitute a renewal of this Lease for one (1) year at a rental equal to
two hundred percent (200%) of the rate of rent payable hereunder immediately
prior to the expiration of the Lease, and upon all of the other covenants and
agreements contained in this Lease.
XVIII. ENVIRONMENTAL CONDITIONS
18.01 "ENVIRONMENTAL CONDITION" DEFINED.
As used in this Lease, the phrase "Environmental Condition" shall mean: (a) any
adverse condition relating to surface water, ground water, drinking water
supply, land, surface or subsurface strata or the ambient air, and includes,
without limitation, air, land and water pollutants, noise, vibration, light and
odors, or (b) any condition which may result in a claim of liability under the
Comprehensive Environment Response Compensation and Liability Act, as
14
amended ("CERCLA"), or the Resource Conservation and Recovery Act ("RCRA"), or
any claim of violation of the Clean Air Act, the Clean Water Act, the Toxic
Substance Control Act ("TOSCA"), or any claim of liability or of violation under
any federal statute hereafter enacted dealing with the protection of the
environment or with the health and safety of employees or members of the general
public, or under any rule, regulation, permit or plan under any of the
foregoing, or under any law, rule or regulation now or hereafter promulgated by
the state in which the Leased Premises are located, or any political subdivision
thereof, relating to such matters (collectively "Environmental Laws").
18.02 COMPLIANCE BY TENANT.
Tenant shall, at all times during the Lease term, comply with all Environmental
Laws applicable to the Leased Premises and shall not, in the use and occupancy
of the Leased Premises, cause or contribute to, or permit or suffer any other
party to cause or contribute to any Environmental Condition on or about the
Leased Premises. Tenant shall not, however, be responsible for environmental
conditions existing prior to Tenant's possession of the Leased Premises except
for Tenant's acts or omissions that worsen, in any way, said conditions. Without
limiting the generality of the foregoing, Tenant shall not, without the prior
written consent of Landlord, receive, keep, maintain or use on or about Leased
Premises any substance as to which a filing with a local emergency planning
committee, the State Emergency Response Commission or the fire department having
jurisdiction over the Leased Premises is required pursuant to ?311 and/or ?312
of the Comprehensive Environmental Response, Compensation or Liability Act of
1980, as amended by the Superfund Amendment and Reauthorization Act of 1986
("SARA") (which latter Act includes the Emergency Planning and Community
Right-To-Know Act of 1986); in the event Tenant makes a filing pursuant to SARA
or maintains substances as to which a filing would be required, Tenant shall
simultaneously deliver copies thereof to Agent, or notify Agent in writing of
the presence of those substances.
18.03 ENVIRONMENTAL INDEMNITY.
Tenant shall protect, indemnify and save harmless Landlord, Agent and all of
their respective members, directors, officers, employees and agents from and
against all liabilities, obligations, claims damages, penalties, causes of
action, costs and expenses (including, without limitation, reasonable attorneys'
fees and expenses) of whatever kind or nature, contingent or otherwise, known or
unknown, incurred or imposed, based upon any Environmental Laws or resulting
from any Environmental Condition on or about the Leased Premises which occurs
due to the acts or omissions of Tenant or the Permitted Parties of Tenant or is
contributed to by Tenant. In case any action, suit or proceeding is brought
against any of the parties indemnified herein by reason of any occurrence
described in this Section 18.3, Tenant will, at Tenant's expense, by counsel
approved by Landlord, resist and defend such action, suit or proceeding, or
cause the same to be resisted and defended. The obligations of Tenant under this
Section 18.3 shall survive the expiration or earlier termination of this Lease,
and Tenant shall, notwithstanding a termination of this Lease, continue to pay
rent for the Leased Premises in the same amount paid during the last year of the
term hereof until such time as all remediation work required to cure such matter
has been completed.
18.04 TESTING AND REMEDIAL WORK.
Landlord may conduct tests and routine audits on or about the Leased Premises
for the purpose of determining the presence of any Environmental Condition. If
such tests and/or audits indicate the presence of an Environmental Condition on
or about the Leased Premises which occurs due to the acts or omissions of Tenant
or its Permitted Parties or is contributed to by Tenant or its Permitted
Parties, Tenant shall, in addition to its other obligations hereunder, reimburse
Landlord for the cost of conducting such tests. Without limiting Tenant's
liability under Section 18.3 hereof, in the event of any such Environmental
Condition, Tenant shall promptly and at its sole cost and expense, take any and
all steps necessary to remedy the same, complying with all provisions of
applicable law and with Section 9.3(b) hereof. If Tenant fails to promptly
remedy same, then Tenant shall deposit with Landlord an amount sufficient to
cause the remediation of same, based upon Landlord's reasonable estimate of the
cost thereof, and upon completion of such work by Landlord, Tenant shall pay to
Landlord any shortfall promptly after Landlord bills Tenant therefor, or
Landlord shall promptly refund to Tenant any excess deposit, as the case may be.
Additionally, pursuant to a deed filed for record on October 21, 1997 as
Instrument Number 199710170122033, Recorder's Office, Franklin County, Ohio
("Deed"), it is the obligation of the
15
United States of America to undertake certain environmental remediation on the
Real Estate, which obligation may interfere with Tenant's use of the Leased
Premises. Tenant agrees to make no claim against the United States of America as
a result of such interference so long as such remediation is in accordance with
the terms of the Deed.
XIX. REMEDIES
19.01 DEFAULTS.
Tenant agrees that any one or more of the following events shall be considered
events of default as said term is used herein:
(a) Tenant shall be adjudged an involuntary bankrupt, or a decree or
rider approving, as properly filed, a petition or answer filed
against Tenant asking reorganization of Tenant under the Federal
bankruptcy laws as now or hereafter amended, or under the laws of
any state, shall be entered, and any such decree or judgment or
order shall not have been vacated or set aside within sixty (60)
days from the date of entry or granting thereof; or
(b) Tenant shall file or admit the jurisdiction of the court and the
material allegations contained in any petition in bankruptcy or any
petition pursuant to or purporting to be pursuant to the Federal
bankruptcy laws as now or hereafter amended, or Tenant shall
institute any proceeding or shall give its consent to the
institution of any proceedings for any relief of Tenant under any
bankruptcy or insolvency laws or any laws relating to the relief of
debtors, readjustment of indebtedness, reorganization, arrangements,
composition or extension; or
(c) Tenant shall make any assignment for the benefit of creditors or
shall apply for or consent to the appointment of a receiver for
Tenant or any of the property of Tenant; or
(d) The Leased Premises are levied upon by any revenue officer or
similar officer; or
(e) A decree or order appointing a receiver of the property of Tenant
shall be made and such decree or order shall not have been vacated
or set aside within sixty (60) days from the date of entry or
granting thereof;
(f) Tenant shall abandon the Leased Premises or vacate the same during
the term hereof; or
(g) Tenant shall default in any payment of rent or in any other payment
required to be made by Tenant hereunder when due as herein provided
(all of which other payments shall be deemed "additional rent"
payable hereunder), or shall default under Sections 6.1 or 6.2
hereof, and any such default shall continue for five (5) days after
notice thereof in writing to Tenant; or
(h) Tenant shall fail to contest the validity of any lien or claimed
lien and give security to Landlord to assure payment thereof, or,
having commenced to contest the same and having given such security,
shall fail to prosecute such contest with diligence, or shall fail
to have the same released and satisfy any judgment rendered thereon,
and such default continues for ten (10) days after notice thereof in
writing to Tenant; or
(i) Tenant shall default in keeping, observing or performing any of the
other covenants or agreements herein contained to be kept, observed
and performed by Tenant, and such default shall continue for thirty
(30) days after notice thereof in writing to Tenant; or
(j) Tenant shall be late in the payment of rent or other charges
required to be paid hereunder more than two (2) times in any twelve
(12) calendar month period or shall repeatedly default in the
keeping, observing or performing of any other covenants or
agreements herein contained to be kept, observed or performed by
Tenant (provided notice of such payment or other defaults shall have
been given
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to Tenant, but whether or not Tenant shall have timely cured any
such payment or other defaults of which notice was given).
(k) Tenant shall default under any agreement with the Columbus Airport
Authority, the Federal Aviation Administration, the Ohio
Environmental Protection Agency, or with any other governmental
entity.
(l) Tenant shall violate any provision of the Declaration of
Restrictions and Easements.
19.02 REMEDIES.
Upon the occurrence of any one or more of such events of default, Landlord may
at its election terminate this Lease or terminate Tenant's right to possession
only, without terminating the Lease. Upon termination of the Lease, or upon any
termination of Tenant's right to possession without termination of the Lease,
Tenant shall surrender possession and vacate the Leased Premises immediately,
and deliver possession thereof to Landlord, and hereby grants to Landlord the
full and free right, without demand or notice of any kind to Tenant except as
hereinabove expressly provided for, to enter into and upon the Leased Premises
in such event with or without process of Law and to repossess the Leased
Premises by force, self-help or otherwise without process of law as Landlord's
former estate and to expel or remove Tenant and any other who may be occupying
or within the Leased Premises without being deemed in any manner guilty of
trespass, eviction, or forcible entry or detainer, without incurring any
liability for any damages resulting therefrom and without relinquishing
Landlord's rights to rent or any other right given to Landlord hereunder or by
operation of law. Upon termination of the Lease, Landlord shall be entitled to
recover as damages all rent and other sums due and payable by Tenant on the date
of termination, plus (a) an amount equal to the value of the rent and other sums
provided herein to be paid by Tenant for the residue of the stated term hereof,
less the fair rental value of the Leased Premises for the residue of the stated
term (taking into account the time and expenses necessary to obtain a
replacement tenant or tenants, including expenses hereinafter described relating
to recovery of the Leased Premises, preparation for reletting and for reletting
itself), and (b) the cost of performing any other covenants to be performed by
Tenant. If Landlord elects to terminate Tenant's right to possession only
without terminating the Lease, Landlord may, at Landlord's option, enter into
the Leased Premises, remove Tenant's signs and other evidences of tenancy, and
take and hold possession thereof as hereinabove provided, without such entry and
possession terminating the Lease or releasing Tenant, in whole or in part, from
Tenant's obligations to pay the rent hereunder for the full term or from any
other of its obligations under this Lease. Landlord may relet all or any part of
the Leased Premises for such rent and upon such terms as shall be satisfactory
to Landlord (including the right to relet the Leased Premises for a term greater
or lesser than that remaining under the Lease term, and the right to relet the
Leased Premises as a part of a larger area, and the right to change the
character or use made of the Leased Premises). For the purpose of such
reletting, Landlord may decorate or make any repairs, changes, alterations or
additions in or to the Leased Premises that may be necessary or convenient. If
Landlord does not relet the Leased Premises, Tenant shall pay to Landlord on
demand damages equal to the amount of the rent, and other sums provided herein
to be paid by Tenant for the remainder of the Lease term. If the Leased Premises
are relet and a sufficient sum shall not be realized from such reletting after
paying all of the expenses of such decorations, repairs, changes, alterations,
additions, the expenses of such reletting and the collection of the rent
accruing therefrom (including, but not by way of limitation, attorneys' fees and
brokers' commissions), to satisfy the rent and other charges herein provided to
be paid for the remainder of the Lease term, Tenant shall pay to Landlord on
demand any deficiency and Tenant agrees that Landlord shall use reasonable
efforts to mitigate its damages arising out of Tenant's default; Landlord shall
not be deemed to have failed to use such reasonable efforts by reason of the
fact that Landlord has leased or sought to lease other vacant premises owned by
Landlord, whether on the Real Estate or not, in preference to reletting the
Leased Premises, or by reason of the fact that Landlord has sought to relet the
Leased Premises at a rental rate higher than that payable by Tenant under the
Lease (but not in excess of the then current market rental rate). If Tenant
shall default under Section 19.1(i) and if such default cannot with due
diligence be cured within said period of thirty (30) days after notice in
writing shall have been given to Tenant, and if Tenant promptly commences to
eliminate such default, and vigorously pursues such cure to completion
thereafter, then Landlord shall not have the right to declare said term ended by
reason of such default or to repossess without terminating the Lease so long as
Tenant is proceeding diligently and with reasonable dispatch to take all steps
and do all work required to cure such default, and
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does so cure such default, provided, however, that the curing of any default in
such manner shall not be construed to limit or restrict the right of Landlord to
declare the said term ended or to repossess without terminating the Lease, and
to enforce all of its rights and remedies hereunder for any other default not
timely cured.
19.03 REMEDIES CUMULATIVE.
No remedy herein or otherwise conferred upon or reserved to Landlord shall be
considered to exclude or suspend any other remedy but the same shall be
cumulative and shall be in addition to every other remedy given hereunder, or
now or hereafter existing at law or in equity or by statute, and every power and
remedy given by this Lease to Landlord may be exercised from time to time and so
often as occasion may arise or as may be deemed expedient.
19.04 NO WAIVER.
No delay or omission of Landlord to exercise any right or power arising from any
default shall impair any such right or power to be construed to be a waiver of
any such default or any acquiescence therein. No waiver of any breach of any of
the covenants of this Lease shall be construed, taken or held to be a waiver of
any other breach, or as a waiver, acquiescence in or consent to any further or
succeeding breach of the same covenant. The acceptance by Landlord of any
payment of rent or other charges hereunder after the termination by Landlord of
this Lease or of Tenant's right to possession hereunder shall not, in the
absence of agreement in writing to the contrary to Landlord, be deemed to
restore this Lease or Tenant's right to possession hereunder, as the case may
be, but shall be construed as a payment on account, and not in satisfaction of
damages due from Tenant to Landlord.
19.05 DEFAULT UNDER OTHER LEASES.
A default in this Lease, or in any other lease made by Tenant for any premises
on the Real Estate shall, at the option of the Landlord, be deemed a default,
under this Lease, the other lease or both leases.
XX. SECURITY DEPOSIT
[INTENTIONALLY DELETED]
XXI. MISCELLANEOUS
21.01 TENANT'S STATEMENT.
Tenant shall furnish to Landlord, within ten (10) days after written request
therefor from Landlord, a copy of the then most recent audited and certified
financial statement of Tenant and Guarantor, if any. It is mutually agreed that
Landlord may deliver a copy of such statements to any mortgagee or prospective
mortgagee of Landlord, or any prospective purchaser of the Real Estate, but
otherwise Landlord shall treat such statements and information contained therein
as confidential.
21.02 ESTOPPEL CERTIFICATES.
Landlord and Tenant shall, at any time and from time to time upon not less than
ten (10) days' prior written request from the other, execute, acknowledge and
deliver to the requesting party, in form reasonably satisfactory to the
requesting party, a written statement certifying (if true) that Tenant has
accepted the Leased Premises, that this Lease is unmodified and in full force
and effect (or, if there have been modifications, that the same is in full force
and effect as modified and stating the modifications), that the other party is
not in default hereunder, the date to which the rental and other charges have
been paid in advance, if any, whether Tenant has any rights of setoff or
self-help under this Lease, and such other accurate certifications as may
reasonably be required by the requesting party or its mortgagee, agreeing to
give copies to any mortgagee of all notices required under this Lease and
agreeing to afford the requesting party's mortgagee a reasonable opportunity to
cure any default. It is intended that any such statement delivered pursuant to
this subsection may be relied upon by any prospective purchaser or mortgagee of
the Leased Premises or Real Estate and their respective successors and assigns.
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21.03 LANDLORD'S RIGHT TO CURE.
Landlord may, but shall not be obligated to, cure any default by Tenant
(specifically including, but not by way of limitation, Tenant's failure to
obtain insurance, make repairs, or satisfy lien claims); and whenever Landlord
so elects, all costs and expenses paid by Landlord in curing such default,
including without limitation reasonable attorneys' fees, shall be so much
additional rent due on the next rent date after such payment together with
interest (except in the case of said attorneys' fees) at the highest rate then
payable by Tenant in the State of Ohio, or, in the absence of such a maximum
rate, at a rate per annum equal to four percent (4%) in excess of the announced
base rate of interest of National City Bank of Columbus, Columbus, Ohio in
effect on the date of such advance, from the date of the advance to the date of
repayment by Tenant to Landlord.
21.04 AMENDMENTS MUST BE IN WRITING.
This document contains the entire agreement between the parties hereto with
respect to the subject matter hereof. None of the covenants, terms or conditions
of this Lease, to be kept and performed by either party, shall in any manner be
altered, waived, modified, changed or abandoned except by a written instrument,
duly signed and delivered by both parties hereto.
21.05 NOTICES.
Whenever under this Lease provisions are made for notice of any kind to
Landlord, it shall be deemed sufficient notice and sufficient service thereof if
such notice to Landlord is in writing, addressed to Landlord at 1798 Frebis
Avenue, Columbus, Ohio 43206-0410, or at such address as Landlord may notify
Tenant in writing, and deposited in the United States mail by certified mail,
return receipt requested, with postage prepaid or Federal Express, Express Mail
or such other expedited mail service as normally results in overnight delivery,
with a copy of same sent in like manner to Vice President, Real Estate, 1800
Moler Road, Columbus, Ohio 43207. Notice to Tenant shall be sent in like manner
to 3383 East Broad Street, Columbus, Ohio 43213. All notices shall be effective
upon receipt or refusal of receipt. Either party may change the place for
service of notice by notice to the other party.
21.06 SHORT FORM LEASE.
This Lease shall not be recorded, but the parties agree, at the request of
either of them, to execute a Short Form Lease for recording, containing the
names of the parties, the legal description and the term of the Lease.
21.07 TIME OF ESSENCE.
Time is of the essence of this Lease, and all provisions herein relating thereto
shall be strictly construed.
21.08 RELATIONSHIP OF PARTIES.
Nothing contained herein shall be deemed or construed by the parties hereto, nor
by any third party, as creating the relationship of principal and agent or of
partnership, or of joint venture, by the parties hereto, it being understood and
agreed that no provision contained in this Lease or any acts of the parties
hereto shall be deemed to create any relationship other than the relationship of
Landlord and Tenant.
21.09 CAPTIONS.
The captions of this Lease are for convenience only and are not to be construed
as part of this Lease and shall not be construed as defining or limiting in any
way the scope or intent of the provisions hereof.
21.10 SEVERABILITY.
If any term or provision of this Lease shall to any extent be held invalid or
unenforceable, the remaining terms and provisions of this Lease shall not be
affected thereby, but each term and provision of this Lease shall be valid and
be enforced to the fullest extent permitted by law.
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21.11 LAW APPLICABLE.
This Lease shall be construed and enforced in accordance with the laws of the
state where the Leased Premises are located.
21.12 COVENANTS BINDING ON SUCCESSORS.
All of the covenants, agreements, conditions, and undertakings contained in this
Lease shall extend and inure to and be binding upon the heirs, executors,
administrators, successors and assigns of the respective parties hereto, the
same as if they were in every case specifically named, and wherever in this
Lease reference is made to either of the parties hereto, it shall be held to
include and apply to, wherever applicable, the heirs, executors, administrators,
successors and assigns of such party. Nothing herein contained shall be
construed to grant or confer upon any person or persons, firm, corporation or
governmental authority, other than the parties hereto, their heirs, executors,
administrators, successors and assigns, any right, claim or privilege by virtue
of any covenant, agreement, condition or undertaking in this Lease contained.
21.13 BROKERAGE.
Both parties warrant and represent to the other that they have had no dealings
with any broker or agent in connection with this Lease other than Broker, whose
commission Landlord covenants and agrees to pay in the amount agreed to by
Landlord. Each party covenants to pay, hold harmless, indemnify and defend the
other from and against any and all costs, expenses or liability for any
compensation, commissions and charges claimed by any broker or agent other than
Broker with respect to this Lease or the negotiation thereof on account of the
actions of such party.
21.14 LANDLORD MEANS OWNER.
The term "Landlord" as used in this Lease, so far as covenants or obligations on
the part of Landlord are concerned, shall be limited to mean and include only
the owner or owners at the time in question of the fee of the Real Estate, and
in the event of any transfer or transfers of the title to such fee, Landlord
herein named (and in case of any subsequent transfer or conveyances, the then
grantor) shall be automatically freed and relieved, from and after the date of
such, transfer or conveyance, of all liability as respects the performance of
any covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed; provided that any funds in the hands of such
Landlord or the then grantor at the time of such transfer, in which Tenant has
an interest, shall be turned over to the grantee, and any amount then due and
payable to Tenant by Landlord or the then grantor under any provisions of this
Lease shall be paid to Tenant.
21.15 LENDER'S REQUIREMENTS.
If any mortgagee or committed financier of Landlord should require, as a
condition precedent to the closing of any loan or the disbursal of any money
under any loan, that this Lease be amended or supplemented in any manner (other
than in the description of the Leased Premises, the term, the purpose or the
rent or other changes hereunder, or in any other regard as will substantially or
materially affect the rights of Tenant under this Lease), Landlord shall give
written notice thereof to Tenant, which notice shall be accompanied by a Lease
Supplement Agreement embodying such amendments and supplements. Tenant shall,
within ten (10) days after the effective date of Landlord's notice, either
consent to such amendments and supplements (which consent shall not be
unreasonably withheld) and execute the tendered Lease Supplement Agreement, or
deliver to Landlord a written statement of its reason or reasons for refusing to
so consent and execute. Failure of Tenant to respond within said ten (10) day
period shall be a default under this Lease without further notice. If Landlord
and Tenant are then unable to agree on a Lease Supplement Agreement satisfactory
to each of them and to the lender within thirty (30) days after delivery of
Tenant's written statement, Landlord shall have the right to terminate this
Lease within sixty (60) days after the end of said thirty (30) day period.
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21.16 SIGNS.
Tenant shall install no exterior sign without Landlord's prior written approval
of detailed plans, and specifications therefor. Tenant shall comply with any
sign criteria established by Landlord.
21.17 PARKING AREAS.
It is understood by and between the parties hereto that parking on the Real
Estate is allocated to the tenants thereof on an unreserved basis, and Tenant,
its employees and invitees may use not more than Tenant's pro rata share
thereof. Landlord shall have no obligation to Tenant to enforce parking
limitations imposed on other tenants on the Real Estate. If Tenant uses parking
in excess of that provided for herein, and if such excess use occurs on a
regular basis, and if Tenant fails, after written notice from Landlord, to
reduce its excess use of parking area, then such excess use shall constitute a
default under this Lease. Parking areas are for operational State of Ohio
licensed vehicles only and not for storage or repair of vehicles and/or
equipment.
21.18 FORCE MAJEURE.
Landlord shall not be deemed in default with respect to any of the terms,
covenants and conditions of this Lease on Landlord's part to be performed, if
Landlord's failure to timely perform same is due in whole or in part to any
strike, lockout, labor trouble (whether legal or illegal), civil disorder,
failure of power, restrictive governmental laws and regulations, riots,
insurrections, war, shortages, accidents, casualties, acts of God, acts caused
directly by Tenant or Tenant's agents, employees and invitees, or any other
cause beyond the reasonable control of Landlord.
21.19 LANDLORD'S EXPENSES.
Tenant agrees to pay on demand Landlord's expenses, including reasonable
attorneys' fees, expenses and administrative hearing and court costs incurred
either directly or indirectly in enforcing any obligation of Tenant under this
Lease, in curing any default by Tenant as provided in Section 19.2 hereof or in
connection with appearing, defending or otherwise participating in any action or
proceeding arising from the filing, imposition, contesting, discharging or
satisfaction of any lien or claim for lien, in defending or otherwise
participating in any legal proceedings initiated by or on behalf of Tenant
wherein Landlord is not adjudicated to be in default under this Lease, or in
connection with any investigation or review of any conditions or documents in
the event Tenant requests Landlord's agreement, approval or consent to any
action of Tenant which may be desired by Tenant or required of Tenant hereunder.
21.20 EXECUTION OF LEASE BY LANDLORD.
The submission of this document for examination and negotiation does not
constitute an offer to lease, or a reservation of, or option for, the Leased
Premises and this document shall become effective and binding only upon the
execution and delivery hereof by Landlord and by Tenant. All negotiations,
considerations, representations and understandings between Landlord and Tenant
are incorporated herein.
21.21 TENANT'S AUTHORIZATION.
If Tenant is a corporation, partnership, association or any other entity, Tenant
shall furnish to Landlord, within ten (10) days after written request therefor
from Landlord, certified resolutions of Tenant's directors or other governing
person or body authorizing execution and delivery of this Lease and performance
by Tenant of its obligations hereunder, and evidencing that the person who
physically executed the Lease on behalf of Tenant was duly authorized to do so.
21.22 EXCULPATORY CLAUSE.
It is expressly understood and agreed that nothing in this Lease contained shall
be construed as creating any liability whatsoever against Landlord personally,
its members, officers, directors, shareholders or partners, and in particular
without limiting the generality of the foregoing, there shall be no personal
liability to pay any indebtedness accruing hereunder or to perform any covenant,
either express or implied, herein contained, or to keep, preserve or sequester
any property of Landlord, and that all personal liability of Landlord of every
sort, if any, is hereby
21
expressly waived by Tenant, to the extent permitted by law, and by every person
now or hereafter claiming any right or security hereunder; and that so far as
the parties hereto are concerned, the owner of any indebtedness or liability
accruing hereunder shall look solely to the Leased Premises for the payment
thereof.
If the Tenant obtains a money judgment against Landlord, any of its officers,
directors, shareholders, partners, or their successors or assigns under any
provisions of or with respect to this Lease or on account of any matter,
condition or circumstance arising out of the relationship of the parties under
this Lease, Tenant's occupancy of the building or Landlord's ownership of the
Leased Premises, Tenant shall be entitled to have execution upon any such final,
unappealable judgment only upon Landlord's fee simple or leasehold estate in the
Leased Premises (whichever is applicable) and not out of any other assets of
Landlord, or any of its members, officers, directors, shareholders or partners,
or their successor or assigns; and Landlord shall be entitled to have any such
judgment so qualified as to constitute a lien only on said fee simple or
leasehold estate.
21.23 LANDLORD'S LIEN.
In the event of default, Landlord shall have a lien for the performance of any
and all obligations of Tenant upon Tenant's fixtures, equipment, machinery,
goods, wares, merchandise and other personal property of Tenant located in the
Leased Premises.
21.24 AIRPORT ACCESS.
Tenant acknowledges that it shall have no right of access to Port Columbus
International Airport by virtue of this Lease.
21.25 INTEREST ON PAST DUE OBLIGATIONS.
In the event any sums required hereunder to be paid are not received when due,
then all such amounts shall bear interest from the due date thereof until paid
at the rate of eighteen percent (18%) per annum. Tenant shall pay the foregoing
interest thereon in addition to all default remedies of Landlord pursuant to
Section 19.2 above.
21.26 RELOCATION OF TENANT
Landlord shall have the right to relocate Tenant and the Leased Premises in
order to accommodate a lease to the State of Ohio and/or another tenant into the
Leased Premises as part of larger premises. Landlord may relocate the Leased
Premises and Tenant to other space of comparable size at the Real Estate.
Landlord shall provide Tenant with no less than one hundred eighty (180) days
prior notice to Tenant of such election by Landlord, which notice shall include
a description of the new premises location. In the event that comparable
premises (for purposes hereof, "comparable" shall mean premises of equal size
and equal rent with the Leased Premises) do not exist at the Real Estate, then
Landlord may relocate Tenant to comparable space in the metropolitan Columbus
area, which comparable space shall be mutually acceptable to Landlord and Tenant
in the exercise of good faith business judgment. Landlord and Tenant shall
attempt, in good faith to agree upon the space to which Tenant shall be
relocated within sixty (60) days after Landlord's notice. If Landlord and Tenant
are unable to agree within sixty (60) days after the date of Landlord's notice
on the space to which Tenant shall be relocated, then Tenant shall not be
relocated until the parties are able to agree on comparable space within the
metropolitan Columbus area. Landlord shall pay all reasonable costs and expenses
directly relating to such relocation, including the cost of building out and
fixturing such new space to the same or better condition as the Leased Premises,
and all moving costs of Tenant.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the
day and year first above written.
LANDLORD:
4300 EAST FIFTH AVENUE LLC,
an Ohio limited liability company
By: JUBILEE-AIRCENTER, L.L.C.,
a Delaware limited liability company
Its: Managing Member
By: JUBILEE LIMITED PARTNERSHIP,
an Ohio limited partnership,
Its: Managing Member
By: SCHOTTENSTEIN PROFESSIONAL
ASSET MANAGEMENT CORPORATION,
a Delaware corporation,
Its: General Partner
/s/ Leslie A. Schutte BY: /s/ Jay Schottenstein
- -------------------------------- ------------------------
Print Name: Leslie A. Schutte
ITS: President
/s/ Tiffany N. Larimer
- --------------------------------
Print Name: Tiffany N. Larimer
TENANT:
SAFE AUTO INSURANCE COMPANY,
an Ohio corporation
/s/ Michael Lanning BY: /s/ Ari Deshe
- ---------------------------- ------------------------
Print Name: Michael Lanning
ITS: President
/s/ Thomas E. Boyd
- ----------------------------
Print Name: Thomas E. Boyd
STATE OF OHIO :
: ss.
COUNTY OF FRANKLIN :
The foregoing instrument was acknowledged before me this 17 day of March, 2003,
by Jay L. Schottenstein, President of Schottenstein Professional Asset
Management Corporation, a Delaware corporation, General Partner of Jubilee
Limited Partnership, an Ohio limited partnership, Managing Member of
Jubilee-Aircenter L.L.C., a Delaware limited liability company, Managing Member
of 4300 East Fifth Avenue LLC, an Ohio limited liability company, for and on
behalf of said limited liability company.
/s/ Leslie A. Schutte
----------------------------------
Notary Public
[NOTARY STAMP] LESLIE A. SCHUTTE
Notary Public, State of Ohio
My Commission Expires
08-21-06
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