W912QR25R0050-0003 Amendment..pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

SEE SUMMARY OF CHANGES

1. CONTRACT ID CODE PAGE OF PAGES

1 4

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X W912QR25R0050

X 9B. DATED (SEE ITEM 11)

28-Feb-2025

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer is extended, X is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning 1 copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

U0003

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

01-Apr-2025

CODE

U. S. ARMY ENGINEER DISTRICT, LOUISVILLE

600 DR. MARTIN LUTHER KING, JR. PLACE

ROOM 821

LOUISVILLE KY 40202-2239

W912QR 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

W912QR25R0050

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SUMMARY OF CHANGES - AMDT 0003

Solicitation W912QR25R0050 for Warehousing and shipping support Services in Dayton, OH is hereby amended as follows:

1. The following attachments have hereby been incorporated for reference:

Attachment Initial Lease July 2020 Attachment 1 Riverton DR Lease Attachment Riverton Assignment of Leases

2. Note 4 has been added to the Price Breakout Schedule (PBS)

3.The proposal due date remains 02 April 2025 at 4:00 PM EST

4.Acknowledgment of receipt of all amendments and proposals are due at that time.

5.All other terms and conditions remain unchanged.

-END OF SUMMARY OF CHANGES

(End of Summary of Changes)

SECTION SF 30 - BLOCK 14 CONTINUATION PAGE

The following have been modified:

PRICE BREAKOUT SCHEDULE

Price Breakout Schedule W912QR25R0050 Special Warfare Distribution Center (SWDC)

OFFEROR’S NAME : _________________________________________________

BASE PROPOSAL

ITEM DESCRIPTION UNIT AMOUNT

0001 BASE YEAR: Management of 1,100 Pallet Positions Job $____________

0002 BASE YEAR- Travel Cost Job $ 13,000

0003 BASE YEAR – OPTION 1: Additional 25 Pallet Positions NOTE: This Option may be exercised up to Twenty-eight (28) times at this amount at any time during the Base Year.

Job $____________

TOTAL BASE PROPOSAL: $_________________

0004 OPTION YEAR 1: Management of 1,100 Pallet Positions Job $____________

0005 OPTION YEAR 1 - Travel Cost Job $13,000

0006 OPTION YEAR 1 – OPTION 1: Additional 25 Pallet Positions NOTE: This Option may be exercised up to twenty-eight (28) times at this amount at any time during the Option Year.

Job $____________

0007 OPTION YEAR 2: Management of 1,100 Pallet Positions Job $

0008 OPTION YEAR 2 - Travel Cost Job $13,000______

0009 OPTION YEAR 2 – OPTION 1: Additional 25 Pallet Positions NOTE: This Option may be exercised up to twenty-eight (28) times at this amount at any time during the Option Year.

Job $____________

0010 OPTION YEAR 3: Management of 1,100 Pallet Positions Job $____________

0011 OPTION YEAR 3 - Travel Cost Job $13,000______

0012 OPTION YEAR 3 – OPTION 1: Additional 25 Pallet Positions NOTE: This Option may be exercised up to twenty-eight (28) times at this amount at any time during the Option Year.

Job $

0013 OPTION YEAR 4: Management of 1,100 Pallet Positions Job $____________

0014 OPTION YEAR 4 - Travel Cost Job $13,000________

0015 OPTION YEAR 4 – OPTION 1: Additional 25 Pallet Positions NOTE: This Option may be exercised up to twenty-eight (28) times at this amount at any time during the Option Year.

Job $

Total Option Price $

TOTAL PROPOSAL (BASE AND ALL OPTIONS): $____________________

NOTES FOR THE PRICE BREAKOUT SCHEDULE

1. The company name must be indicated on the Price Breakout Schedule.

2. Proposers must insert a price on all numbered items of the Price Breakout Schedule. The price may be zero dollars or a deduct amount. Failure to do so will disqualify the proposal.

3. Description of Proposal Items - The general outline of the principal features of each item as listed does not in any way limit the responsibility of the offeror from making a thorough investigation of the scope of work to ensure the accuracy of its proposal pricing.

4. Please refer to 'Requirements' paragraph 3.1 for items to include as part of your base year plus option years pricing, to include all labor and fixed costs

LEASE AGREEMENT

THIS LEASE AGREEMENT (this "Lease") is made and entered into as of ✓" {'.7

2. 7~ 2020 (the "Effective Date"), between CITYWIDE/WENCO ASSOCIATES I

LTD., an Ohio limited liability company ("Landlord"), and IAP WORLDWIDE SERVICES, INC., Delaware corporation ("Tenant").

W I TN E S S E T H:

SECTION 1 PREMISES. Subject to and upon the terms, prov1s10ns and conditions hereinafter set forth and in consideration of the sum of Ten Dollars ($10.00), the receipt and sufficiency of which are hereby acknowledged, and each in consideration of the duties, covenants and obligations of the other hereunder, Landlord does hereby lease to Tenant and Tenant does hereby lease from Landlord those certain premises (the "Leased Premises") in the office/warehouse building (the "Building") located at 4954-5002 Riverton Road, Dayton, Ohio 45414, currently known as The Shoup Mill Corporate Center, such Leased Premises being more particularly described Suite 4962 of the Building consisting of approximately 14,400 square feet, as reflected on the floor plan attached hereto as Exhibit A.

Tenant acknowledges and agrees that the Leased Premises are leased AS-IS", "WHERE IS" and "WITH ALL FAULTS" condition, and, except as expressly set forth in this Lease, Landlord shall have no obligation whatsoever to refurbish or otherwise improve the Leased Premises at any time. Neither Landlord nor any of its agents or employees have made any representations or warranties, either written or oral, express or implied, with respect to the condition, suitability, state of repair or zoning of the Leased Premises.

SECTION 2 DEFINITIONS.

"Common Areas" shall mean, the entrances, parking areas and other areas and facilities located on the Project and designated by Landlord from time to time as being for the common use of all tenants of the Building.

"Insurance Costs" means all insurance premiums and other charges payable by Landlord in order to procure and maintain in force a "special form" policy of commercial property insurance, commercial general liability insurance, plate glass insurance, boiler insurance and such other insurance upon or with respect to the Project as Landlord may deem advisable, all with such limits of coverage as Landlord may deem advisable.

"Lease Year" means a period of one (1) year, with the first (1st) Lease Year commencing on the first day of the first full month following the Commencement Date and expiring on the day immediately preceding the first ( I st) anniversary of the first day of the first full month following the Commencement Date and with each subsequent Lease Year commencing upon the expiration of the prior Lease Year.

"Operating Expenses" means all expenses, costs and disbursements of every kind and nature ( except Taxes and Insurance Costs) that Landlord shall pay or become obligated to pay in respect to or in connection with the ownership, operation, maintenance and management of the Project, including by way of illustration, but not limited to: payroll taxes, federal and state unemployment taxes and Social Security taxes; water and sewer charges; licenses, permits and inspection fees; wages and salaries of operating personnel, including welfare, retirement, vacations and other compensation and fringe benefits; management fees; legal, accounting, inspection and consulting fees incurred in connection with the Project; materials and supplies, including charges for telephone, postage, stationery, supplies and other materials and expenses required for the routine operation of the Project management office; maintaining, repairing and replacing the foundations, the exterior walls and roof, the parking areas, the sidewalks, landscaping, Common Areas and other parts of the Project; costs and expenses required or resulting from compliance with any laws, rules, regulations or orders applicable to the Project;

and the cost of services (including electricity, gas, water and other utilities) for the operation and maintenance of the Project and real property.

"Project" shall mean the Building, the land on which the Building is located, and all easements related thereto, and all additional improvements and additional facilities now or hereafter located on the land described herein which serve the Building or the tenants of the

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Building.

"Taxes" means real estate taxes and assessments, special or otherwise, or payments in lieu of taxes, levied upon or with respect to the Building and the land upon which the Building is located, imposed by federal, state or local governments ( excluding income, franchise, capital stock, estate or inheritance taxes or taxed based on receipt of rentals, unless the same shall be in substitution for or in lieu of a real estate tax or assessment) and any personal property taxes imposed on the fixtures, machinery, equipment, apparatus, systems and appurtenances in, upon or used in connection with the operation of the Building. If because of any change in the method of taxation of real estate any other or additional tax or assessment is imposed upon Landlord, the land, and/or the Building, or the rents or income from the same, or in substitution for or in lieu of any tax or assessment that would otherwise be a real estate tax or personal property tax of the type described above, then the other or additional tax or assessment shall also be deemed a real estate tax. Taxes also shall include costs and expenses incurred to contest or appeal the Taxes by appropriate proceedings.

SECTION 3 TERM.

(a) Subject to and upon the terms and conditions set forth herein or in any exhibit or addendum attached hereto, the term of this Lease shall commence on August 1, 2020 (the "Commencement Date") and shall expire at 11:59 P.M. on July 31, 2025 (the "Initial Term");

if the Commencement Date is on a day other than the first day of a month, the term of this Lease shall be extended for the number of days between the Commencement Date and the first day of the first full month after the Commencement Date, and Tenant shall pay Rent for the partial month of occupancy, prorated on the basis of a thirty (30) day month.

(b) If the Commencement Date is delayed as a result of Landlord's acts or otherwise, Landlord shall not be liable or responsible for any claims, damages or liabilities in connection therewith or by reason thereof, nor shall such delay constitute a default by Landlord hereunder.

( c) Provided there is no Event of Default as of the date an option is exercised and as of the first day of the Renewal Term (as defined below), and further provided that the applicable option to renew is exercised by written notice to Landlord from the Tenant not less than ninety (90) days prior to the expiration of the then current term (preceding the Renewal Term to be exercised), Tenant shall have the right to renew and extend the Lease term hereunder for one(]) period of five (5) years, such period being hereinafter referred to as the "Renewal Term". The Renewal Term, if exercised, shall commence upon the expiration of the Initial Term or the expiration of the then current Renewal Term as the case may be. When and if exercised, the parties shall execute a written acknowledgment of the commencement and expiration dates of the Renewal Term. Time shall be of the essence in Tenant's giving written notice of its exercise of the Renewal Term. The Renewal Term shall be upon the terms and conditions set forth in this Lease (excluding those terms expressly applicable only to the Initial Term if any) and upon the Rent hereinafter stipulated. As used in this Lease, the "term" or "term of this Lease" or "Lease term" means, where appropriate, the Initial Term and each exercised Renewal Term.

(d) Provided there is no Event of Default as of the date an option is exercised and as of the Cancellation Date (as defined below), Tenant shall have the option, upon not less than six (6) months notice at any time after August 1, 2023 to cancel this Lease (which day is referred to herein as the "Cancellation Date"). As of the Cancellation Date, Tenant shall vacate the Leased Premises in accordance with the provisions of this Lease. This option to cancel the Lease shall be self-operative and no additional agreement between Landlord and Tenant will be necessary to effectuate such release; provided however, Landlord and Tenant shall, for their mutual convenience, execute a lease termination agreement within thirty (30) days following the Cancellation Date. If Tenant elects to exercise such cancellation option, Tenant shall pay to Landlord on the Cancellation Date a cancellation fee equal to any unamortized brokerage commissions paid in connection with the procurement of this Lease.

SECTION 4 RENT.

(a) Commencing on the Commencement Date and continuing thereafter throughout the Initial Term of this Lease, Tenant shall pay Rent (as defined in Section 4(g)) as set forth in this Section 4.

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(b) If the Commencement Date is other than the first day of a calendar month or if this Lease expires or terminates on other than the last day of a calendar month, then the installments of Rent for such month or months shall be prorated and the installment or installments so prorated shall be paid in advance. Said installments for such prorated month or months shall be calculated by multiplying the installment by a fraction, the numerator of which shall be the number of days of the term of this Lease occurring during said commencement or expiration month, as the case may be, and the denominator of which shall be the number of days in said month. This Section 4(b) shall survive the expiration or termination of this Lease.

(c) Tenant shall pay all Rent and other sums of money as shall become due from and payable by Tenant to Landlord under this Lease at the times and in the manner provided in this Lease, without abatement, notice, demand, set-off or counterclaim.

(d) Tenant shall pay, as additional rent under this Lease, a late charge if any payment of Rent is not paid within five (5) days of the date due in the amount of five percent (5%) of the amount due. Additionally, each installment of Rent that remains unpaid for a period of thirty (30) days after the date due shall bear interest from the date it was due until paid at the rate of twelve percent (12%) per annum or, if less, the maximum rate of interest permitted by law. Should Tenant make a partial payment of past due amounts, the amount of such partial payment shall be applied first to reduce all accrued and unpaid late charges and interest, in inverse order of their maturity, and then to reduce all other past due amounts, in the inverse order of their maturity. In no event shall the late charges or interest exceed the maximum rate permitted by applicable law.

(e) Commencing on the Commencement Date and continning throughout the term of this Lease, Tenant shall pay as the annual rental "Base Rent") for the lease and use of the Leased Premises:

Period Annual Rent Monthly Rent August 1, 2020 - July 31, 2021 $50,400.00 $4,200.00 August 1, 2021 - July 31, 2022 $51,660.00 $4,305.00 August 1, 2022 - July 31, 2023 $52,951.50 $4,412.63 August 1, 2023 - July 31, 2024 $54,275.29 $4,522.94 August 1, 2024 - July 31, 2025 $55,632.17 $4,636.01

During the Renewal Term, if Tenant shall timely exercise its option therefor, Tenant shall pay (in addition to all other sums hereunder which shall be applicable during said Renewal Terms) Base Rent as follows:

Period Annual Rent Monthly Rent August 1, 2025 - July 31, 2026 $57,022.97 $4,751.91 August 1, 2026 - July 31, 2027 $58,448.55 $4,870.71 August 1, 2027 - July 31, 2028 $59,909.76 $4,992.48 August 1, 2028 - July 31, 2029 $61,407.51 $5,117.29 August 1, 2029 - July 31, 2030 $62,942.69 $5,245.22

(f) During the term of this Lease, Tenant shall pay to Landlord 37.5% ("Tenant's Share") of the Taxes, Insurance Costs and Operating Expenses. Tenant's Share may be equitably adjusted by Landlord not more than once each calendar year. Following the end of each calendar year, Landlord shall furnish to Tenant a statement showing: (i) the amount of the Taxes, Insurance Costs and Operating Expenses for that calendar year; and (ii) Tenant's Share of the Taxes, Insurance Costs and Operating Expenses. The payment of any additional charges pursuant to this Section 4(f) shall be made as follows:

(1) At the beginning of each calendar year, Landlord shall estimate Tenant's Share of Taxes, Insurance Costs and Operating Expenses anticipated for that year. The estimated amount of Tenant's Share shall be paid in equal monthly

-3-installments on the first day of each month of that year. Landlord's estimates shall not be adjusted more frequently than once every 6 months during the Term.

(2) Following the end of each year, the estimated payments made by Tenant pursuant to Section 4(f)(l) shall be reconciled against the actual amount of Tenant's Share set forth in Landlord's statement rendered in accordance with Section 4(f). On the date for payment of the next monthly installment of Base Rent under this Lease following the delivery of the annual statement to Tenant, Tenant shall pay to Landlord Tenant's Share of Taxes, Insurance Costs and Operating Expenses for the year covered by the statement, less a credit for the amounts paid in advance pursuant to Section 4(f)(l). In the case of a decrease in Tenant's Share of Taxes, Insurance Costs and Operating Expenses, Landlord shall adjust Tenant's estimated payments under Section 4(f)(l) accordingly. In no event shall the Base Rent be decreased. If the Lease Year is other than a calendar year, Tenant's Share of Taxes, Insurance Costs and Operating Expenses shall be prorated with respect to any partial calendar year in which the first Lease Year commences or the last Lease Year expires. If Tenant's estimated payments during the last Lease Year of the Term are greater or less than the actual amounts determined to be owed as shown in Landlord's final statement, Tenant shall pay the difference to Landlord or Landlord shall refund the difference to Tenant, as the case may be. The parties' obligation for the payment or refund of additional charges shall survive the expiration or earlier termination of this Lease.

(3) Landlord reserves the right to establish a fiscal year ( other than the calendar year) for purposes of making the annual determination of Tenant's Share of Taxes, Insurance Costs and Operating Expenses. If a fiscal year is established, the expenses and escalations described in this Section 4 shall be determined on a fiscal year to fiscal year basis, with appropriate pro rations being made for any part of the Term of this Lease beginning before or ending after a full fiscal year.

(g) As used herein "Rent" shall mean, collectively, Base Rent, Tenant's Share of Taxes, Insurance Costs and Operating Expenses and all other amounts payable by Tenant under this Lease.

SECTION 5 USE. The Leased Premises shall be used and occupied by Tenant solely for general business warehouse and office purposes and for no other purpose. Notwithstanding anything to the contrary in this Lease, the Leased Premises shall not be used for any purpose which would cause structural loads to be exceeded, create unreasonable noise levels, violate building codes, zoning ordinances, or other applicable laws or otherwise constitute an illegal use, adversely affect the mechanical, electrical, plumbing or other base Building systems, result in the generation, treatment, storage, discharge, possession, processing or other handling of chemicals or any hazardous materials in the Leased Premises, the Project, the Building, or any base Building system, or unreasonably interfere with Building operations or with other tenants of the Building.

SECTION 6 ALTERATION, ADDITIONS AND IMPROVEMENTS.

Tenant shall not make or allow to be made any alterations, physical additions or improvements in or to the Leased Premises, or place signs on or in the Leased Premises which are visible from outside the Leased Premises, without first obtaining the written consent of Landlord. Tenant, at Tenant's sole cost and expense, may install a security system at the Leased Premises; provided, Tenant shall provide Landlord with the specifications of such system, as well as the access code or keys to permit Landlord's access to the Leased Premises pursuant to Section 18 below. If Landlord consents to said alterations, improvements or additions, or placement of signs, Landlord may impose such conditions with respect thereto as Landlord deems appropriate, including without limitation, requiring Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with such work, insurance against liabilities which may arise out of such work, plans and specifications and permits for such work. Tenant's plans and specifications shall be subject to Landlord's written approval. Tenant shall pay any costs incurred by Landlord in connection with the review of Tenant's plans and specifications and the supervision of the construction of the alterations, improvements and/or additions. The work necessary to make any alterations, improvements or additions to the Leased Premises shall be done at Tenant's expense by contractors approved in writing by Landlord. Any and all such alterations, physical additions

-4-or improvements, when made to the Leased Premises by Tenant, other than movable equipment or furniture owned by Tenant, shall at once become the property of Landlord and shall be surrendered to Landlord upon the termination of this Lease by lapse of time or otherwise. If Tenant fails to remove such movables upon termination of this Lease, Landlord may have the same removed and any resulting damage repaired at Tenant's expense. In such event, such movables automatically will become the property of Landlord and may be disposed of by Landlord in its sole discretion, without any right of reimbursement therefor to Tenant. Tenant shall not allow any liens to be filed against the Leased Premises or the Building in connection with the installation of Tenant's improvements in, or any repair or alteration work to, the Leased Premises performed by Tenant or its contractors. If any such liens shall be filed, Tenant shall cause the same to be released immediately by bonding or other method acceptable to Landlord. If Tenant shall fail to cancel or discharge said lien or liens, Landlord, at its sole option, may cancel or discharge the same and Tenant shall pay to Landlord upon demand Landlord's cost thereof plus a charge equal to fifteen percent (15%) of such costs for administrative cost recovery. Upon completion of any such work, Tenant shall deliver to Landlord evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or material. Within thirty (30) days after substantial completion of any work by Tenant, Tenant shall furnish Landlord "as-built" drawings of such work. Tenant shall indemnify and hold harmless Landlord from all costs, damages, claims and expenses (including attorneys' fees and costs of suit) arising out of or relating to any alterations, additions or improvements that Tenant makes or causes to be made to the Leased Premises, including any occasioned by the filing of any lien.

SECTION 7 MAINTENANCE AND REPAIR.

(a) Landlord shall perform all repairs and maintenance and make all replacements as are necessary to keep in good order, condition and repair (i) the roof and all structural elements and portions of the Leased Premises and Building, including structural walls, floors and foundations, (ii) all exterior elements and portions of the Building, and (iii) any the Common Areas; subject, however, to ordinary wear and tear.

(b) Tenant, at Tenant's cost and expense, and by use of a contractor or contractors approved in writing by Landlord, shall keep the Leased Premises and all of Tenant's leasehold improvements in a good and presentable condition, at least similar to the condition such premises and improvements existed on the date of initial occupancy, normal wear and tear excepted, and shall perform all repairs and improvements required by any Legal Requirement (defined in Section 9 below). Additionally, Tenant, at Tenant's cost and expense, and by use of a contractor or contractors approved in writing by Landlord, shall repair or replace any damage or injury done to the Project caused by Tenant or Tenant's agents, contractors, employees, invitees or visitors; provided, however, Landlord may make, at its option, such repairs or improvements or replacements, and Tenant shall repay Landlord on demand the actual cost thereof plus a charge equal to fifteen percent ( 15%) of such costs for administrative cost recovery.

(c) If Tenant fails to commence any such maintenance and repairs to the Leased Premises and Tenant's leasehold improvements within ten (10) days after written notice from Landlord ( or immediately in the event of an emergency), and thereafter diligently proceed with such repair until completion, Landlord, at its option, may make such repair or any replacement deemed necessary by Landlord, and Tenant shall pay to Landlord on demand Landlord's cost thereof plus a charge equal to fifteen percent (15%) of such costs for administrative cost recovery. Tenant shall not commit or allow any waste or damage to be committed on any portion of the Leased Premises or the Project. Upon the expiration or any earlier termination of this Lease, Tenant shall deliver up said Leased Premises to Landlord in a marketable condition as reasonably determined by Landlord, normal wear and tear excepted. Upon the expiration or termination of this Lease, Landlord shall have the right to re-enter and immediately resume possession of the Leased Premises and Tenant's leasehold improvements.

SECTION 8 UTILITIES AND SERVICES. Tenant shall pay all charges against the Leased Premises for water, sanitary sewer, gas, light, heat, electricity and any other utility services furnished to or consumed on the Leased Premises. If any utilities are shared by more than one tenant or occupant of the Building, the utility charges will be prorated, and unless in Landlord's judgment a tenant uses a disproportionate share of the utility service, the proration shall be based upon the relative size (square footage) of each tenant's space.

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Tenant shall be responsible for obtaining and paying all costs of janitorial services for the Leased Premises, trash removal, and telephone service. Landlord shall have the right, without being liable to Tenant and without abatement or reduction of rent, to suspend, delay or stop any of the utilities or services provided by Landlord whenever necessary due for emergency, inspection, cleaning, repairs, replacements, alterations, improvements or renewals that are necessary in Landlord's judgment, and whenever necessary due to causes beyond Landlord's control.

SECTION 9 LEGAL REQUIREMENTS; ENVIRONMENTAL.

(a) As used in this Lease, "Legal Reguirements" shall mean all applicable laws, statutes, ordinances, orders, rules, regulations and requirements (federal, state, county, municipal or other agency, body, or political subdivision having any jurisdiction thereof).

Tenant shall comply with, and shall cause its employees, contractors, subcontractors and agents to comply with, and shall use its best efforts to cause its visitors and invitees to comply with, all Legal Requirements relating to the use, condition or occupancy of the Leased Premises and the Project, and with the rules of the Project adopted by Landlord from time to time for the safety, protection, care and cleanliness of the Leased Premises and the Project and for preservation of good order therein (the "Project Rules").

(b) During the term of this Lease, neither Tenant nor any agent or party acting at the direction or with the consent of Tenant, shall treat, store, or dispose of any "hazardous substance," as defined in Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), or petroleum (including crude oil or any fraction thereof) on or from the Leased Premises. Without limiting any other indemnities in this Lease, Tenant agrees to fully and promptly pay, perform, discharge, defend, indemnify and hold harmless Landlord and the Indemnified Parties (as defined in Section 13(c)) from any and all claims, orders, demands, causes of action, proceedings, judgments, or suits and all liabilities, losses, fines, penalties, costs or expenses (including, without limitation, technical consultant fees, court costs, expenses paid to third parties and reasonable legal fees) and damages arising out of, or as a result of, (i) any "release" as defined in Section 101(22) of CERCLA of any hazardous substance or petroleum (including crude oil or any fraction thereof) discharged, deposited, dumped, spilled, leaked or placed into, on or from the Leased Premises by Tenant, its agents, employees, or others claiming by, through or under Tenant; or (ii) any toxic, explosive or otherwise dangerous materials or hazardous substances that have been buried beneath, concealed within or release on or from the Leased Premises by Tenant, its agents, employees, or others claiming by, through or under Tenant. This indemnity shall survive the expiration or termination of this Lease.

SECTION 10 COVENANT OF QUIET ENJOYMENT. Tenant may peacefully have, hold and enjoy the Leased Premises free of hindrance and molestation by Landlord, subject to the other terms hereof, provided that Tenant pays the Rent herein recited and performs all of Tenant's covenants and agreements herein contained. It is understood and agreed that this covenant and any and all other covenants of Landlord contained in this Lease shall be binding upon Landlord and its successors only with respect to breaches occurring during its and their respective ownership of Landlord's interest hereunder.

SECTION 11 SIGNS. Tenant shall not install any signs on the exterior of the Leased Premises without Landlord's prior written consent. If a sign is permitted, Tenant shall maintain the sign in good condition and shall be responsible to Landlord for any costs incurred by Landlord in connection with the installation, use or maintenance of the sign. At the expiration or earlier termination of this Lease, Tenant shall remove the sign and shall repair any damage resulting from this removal.

SECTION 12 LOCKS. No locks shall be allowed on any door of the Leased Premises without Landlord's prior written consent, nor shall Tenant place safes, safe cabinets or vaults in the Leased Premises, without Landlord's prior written consent. Upon termination of this Lease, Tenant shall give to Landlord all keys to the Leased Premises and the combination for all locks for safes, safe cabinets and vault doors, if any, in the Leased Premises.

SECTION 13 INSURANCE.

(a) Liability Insurance. Tenant, at Tenant's cost and expense, shall maintain a

-6-policy or policies of comprehensive general liability insurance with the premiums thereon fully paid in advance, issued by and binding upon an insurance company authorized to transact business in the State of Ohio and of good financial standing, such insurance to be in an occurrence form and to afford minimum protection of not less than $2,000,000.00 combined single limit for personal injury, death and property damage in any one occurrence; provided, however, that Tenant shall carry such greater limits of coverage as Landlord may request from time to time so long as Landlord maintains similar limits of coverage. The policy shall be cancelable only upon thirty (30) days prior written notice to Landlord and Tenant.

Additionally, there shall be no reduction in coverage on the policy without thirty (30) days prior written notice to Landlord. Landlord and any mortgagee shall be additional insureds on the policy. Prior to the commencement of the term and within ten (I 0) days prior to the expiration of the policy, Tenant shall furnish Landlord with a copy of the policy or an advise of coverage evidencing that this insurance is in full force and effect and stating the terms of the insurance.

(b) Fire and Casualty Insurance. Landlord shall maintain fire and extended coverage insurance on the Building ( excluding leasehold improvements and the personal property of tenants). Said insurance shall be maintained with an insurance company authorized to insure properties in the State of Ohio in amounts desired by Landlord and at the expense of Landlord. All payments for losses thereunder shall be made solely to Landlord. If the annual premiums to Landlord for such casualty insurance exceed the standard premium rates because of the nature of Tenant's operations, contents or improvements beyond Building Shell or because the same result in extra-hazardous exposure, then Tenant upon receipt of copies of appropriate premium invoices shall reimburse Landlord promptly for such increases in such premiums. Tenant shall maintain at its expense fire and extended coverage insurance on the full insurable value of all of its personal property, including removable trade fixtures, located in the Leased Premises and on the full insurable value of all additions and improvements (including fixtures) made by or on behalf of Tenant and not required to be insured by Landlord above. Tenant shall deliver to Landlord a duly executed certificate of insurance reflecting Tenant's maintenance of the insurance required under this Section 13 prior to the Commencement Date, on or before January 2nd of each calendar year during the term of this Lease, and at any time within ten (10) days after Landlord's request.

(c) Hold Harmless. Tenant shall indemnify, defend and save Landlord and its directors, officers, members, agents, employees, successors and assigns (collectively, the "Indemnified Parties") harmless against any and all claims arising from Tenant's use and occupancy of the Leased Premises or the Common Areas or from any work or thing done by or on behalf of Tenant in or about the Leased Premises. Tenant will further indemnify and save Landlord harmless against any and all claims arising from any breach or default in the performance of any of Tenant's obligations under this Lease or arising from any act or negligence of Tenant, its agents, contractors, employees, invitees and licensees. Tenant's obligations under the foregoing indemnities shall include all costs, counsel fees, expenses and liabilities incurred in connection with any such claims. This indemnity shall survive the expiration or termination of this Lease with respect to claims or occurrences arising prior to such expiration or termination.

(d) Waiver of Subrogation Rights. Notwithstanding anything to the contrary in this Lease, Landlord and Tenant each hereby waives any and all rights of recovery, claim, action or cause-of-action, against the other, its agents (including partners, both general and limited), officers, directors, shareholders, customers, invitees or employees, for any loss or damage that may occur to the Leased Premises, or any improvements thereto, or the Project, or any improvements thereon, or any personal property of such party therein, by reason of fire, the elements or any other cause which could be insured against under the terms of standard fire and extended coverage insurance policies, regardless of cause or origin, including negligence of the other party hereto, its agents, partners, shareholders, officers, directors, customers, invitees or employees, and covenants that no insurer shall hold any right of subrogation against such other party.

(e) Legal Use and Violations of Insurance Coverage. Tenant shall not occupy or use the Leased Premises, or permit any portion of the Leased Premises to be occupied or used, for any business or purpose other than that stated in Section 5, or for any business or purpose which (i) is unlawful, disreputable or deemed to be extra-hazardous on account of fire, (ii) creates noxious or offensive odors emanating from the Leased Premises, or (iii) generates or

-7-involves chemicals or hazardous substances. Additionally, Tenant shall not permit anything to be done which would in any way increase the rate of fire insurance coverage on the Project and/or its contents. Tenant agrees specifically that no food, soft drink or other vending machine will be installed within the Leased Premises (other than in employee lounges or lunchrooms only for use by Tenant's employees, clients and guests) without Landlord's prior written approval.

(f) Theft or Burglary. Landlord shall have no responsibility to prevent, and shall not be liable to Tenant, its agents, employees, contractors, subcontractors, visitors or invitees for, losses due to theft or burglary, or for damages or injury to persons or property done by persons gaining access to the Leased Premises or the Project, and Tenant hereby releases Landlord from all liability for such losses, damages or injury.

SECTION 14 DAMAGE AND DESTRUCTION. If the Building is destroyed in whole or in substantial part by casualty (regardless of the extent of the damage to the Leased Premises), or if the insurance proceeds are insufficient to repair the damage to the Building or Landlord's mortgagee elects to apply any of the proceeds to the mortgage debt, Landlord may terminate this Lease effective the date of such casualty. If this Lease is not so terminated, then Landlord shall, with all due diligence, repair and restore the Leased Premises to substantially their original condition (notwithstanding any alterations or improvements made by Tenant). The Base Rent shall be abated in proportion to the untenantable space until the Leased Premises are restored.

SECTION 16 CONDEMNATION.

(a) Condemnation. If all or a part of the Leased Premises shall be taken or condemned for any public purpose to such an extent as to render the Leased Premises untenantable, this Lease, at the option of either party, shall forthwith cease and terminate upon the date of such condemnation or taking by giving notice of such election to terminate to the other party within sixty (60) days from the date of such condemnation or taking. If the Project or any part thereof shall be taken, or shall be sought to be taken, the taking of which, in Landlord's opinion, would prevent the economic operation of the Project, then this Lease, at the option of Landlord upon the giving of notice to Tenant within sixty (60) days from the date of such condemnation or taking, shall cease and terminate as of the date of such condemnation or taking. If this Lease is terminated pursuant to this Section 16, Rent shall be apportioned on a per diem basis and shall be payable to the date of termination.

(b) Partial Taking. If only a portion of the Leased Premises shall be taken or condemned for any public purpose so as not to render the remainder untenantable, this Lease shall not terminate, and all Rent shall abate proportionately with respect to the portion so taken.

(c) Damage Awards. All proceeds from any taking or condemnation of the Leased Premises or any portion of the Project shall belong to and shall be paid to Landlord, and Tenant shall not be entitled to any portion of such award.

SECTION 17 DEFAULT.

(a) Events Constituting Default. The occurrence of any of the following events and the expiration of any grace periods hereafter described shall constitute an event of default "Event of Default") under this Lease on the part of Tenant:

(I) failure to pay any sum to be paid by Tenant under this Lease (including, without limitation, Rent and such failure to pay continues for a period of five (5) days after the date such payment is due;

(2) Tenant breaches or fails to comply with any term, provision, covenant or condition of this Lease ( other than as described in item ( 1) or ( 4 )), and such breach or failure continues for twenty (20) days after notice thereof by Landlord to Tenant ( or, in the event such breach or failure is capable of being cured but cannot be cured within twenty (20) days, Tenant does not commence to cure such breach or failure promptly within such twenty (20) day period and continuously thereafter pursue such cure with diligence until such breach or failure is remedied);

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(3) if the interest of Tenant under this Lease shall be levied on under execution or other legal process, or if any petition shall be filed by or against Tenant to declare Tenant as bankrupt or to delay, reduce or modify Tenant's capital structure if Tenant be a corporation or other entity, or if Tenant be declared insolvent according to law, or if any assignment of Tenant's property shall be made for the benefit of creditors, or if a receiver or trustee is appointed for Tenant or its property (provided that no such levy, execution, legal process or petition filed against Tenant shall constitute a breach of this Lease if Tenant shall vigorously contest the same by appropriate proceedings and shall remove or vacate the same within thirty (30) days from the date of its creation, service or filing);

( 4) if Tenant shall assign its interest in this Lease or sublet any portion of the Leased Premises except as permitted in this Lease or Tenant shall otherwise breach the provisions of Section 17; or

(5) if Tenant (i) is a corporation, Tenant shall cease to exist as a corporation in good standing in the state of its incorporation, or (ii) is a partnership or other entity, Tenant shall be dissolved or otherwise liquidated.

(b) Remedies. Upon the occurrence of an Event of Default, Landlord, at Landlord's option, may have any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity:

(!) Landlord, with or without terminating this Lease, may immediately or at any time thereafter re-enter the Leased Premises and correct or repair any condition which shall constitute a failure on the part of Tenant to keep, observe, perform, satisfy or abide by any term, condition, covenant, agreement or obligation of this Lease and Tenant shall fully reimburse and compensate Landlord on demand for the costs incurred by Landlord in doing so.

(2) Landlord may terminate this Lease and forthwith repossess the Leased Premises and remove all persons or property therefrom, and be entitled to recover forthwith as damages a sum of money equal to the total of (i) the cost of recovering the Leased Premises (including, without limitation, attorneys' fees and costs of suit), (ii) the unpaid Rent owed at the time of termination, plus interest thereon from due date at the maximum contract rate per annum allowed by Jaw, (iii) the cost as reasonably estimated by Landlord of any alterations of, or repairs to, the Leased Premises which are necessary or proper to prepare the same for reletting, (iv) the amount, if any, by which the present value of the balance of the Rent for the remainder of the term of this Lease exceeds the present value of the fair market net rental value of the Leased Premises for said period (in each case using a discount rate of eight percent (8%) per annum), and (v) any other sum of money and damages owed by Tenant to Landlord.

(3) Landlord may terminate Tenant's right of possession (but not this Lease) and may repossess the Leased Premises by forcible entry or detainer suit or otherwise without demand or notice of any kind to Tenant and without terminating this Lease, and remove all persons or property therefrom, using such force as may be necessary (Tenant hereby waiving any claim by reason of such reentry, repossession or removal or by issuance of any distress warrant or writ of sequestration), in which event Landlord may, but shall be under no obligation to do so, relet the Leased Premises or any part thereof for the account of Tenant for such Rent and upon such terms as shall be satisfactory to Landlord. For the purpose of such reletting Landlord is authorized to decorate or to make any repairs, changes, alterations or additions in or to the Leased Premises, or provide leasing inducements and brokerage commissions, that may be necessary or convenient, and (i) if Landlord shall fail or refuse to relet the Leased Premises, or (ii) if rel et and a sufficient sum shall not be realized from such reletting (after paying the unpaid amounts due hereunder earned but unpaid at the time of reletting plus interest thereon at the maximum contract rate per annum allowed by Jaw, the cost of recovering possession including, without limitation, attorneys' fees and costs of suit), all of the costs and expenses of such decorations, repairs, changes, alterations and additions and all other expenses of such reletting (including, without limitation, leasing inducements and brokerage commissions) and of the collection of the Rent accruing therefrom) to

-9-satisfy the Rent provided for in this Lease to be paid, then Tenant shall pay to Landlord as damages a sum equal to the amount of the Rent reserved in this Lease for such period or periods, or if the Leased Premises have been relet, Tenant shall satisfy and pay any such deficiency upon demand therefor from time to time as the same accrues or becomes due.

(4) Landlord may file suit to recover any sums falling due under the terms of this Section 16 from time to time on one or more occasions without Landlord being obligated to wait until expiration of the term of this Lease, and no delivery or recovery of any portion due Landlord hereunder shall be any defense in any action to recover any amount not theretofore reduced to judgment in favor of Landlord, nor shall such reletting be construed as an election on the part of Landlord to terminate this Lease unless a written notice of such intention be given to Tenant by Landlord.

Notwithstanding any such reletting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If Landlord re-enters the Leased Premises or terminates this Lease pursuant to any of the provisions of this Lease, Tenant hereby waives all claims for damages which may be caused by such re entry or termination by Landlord. No such re-entry or termination shall be considered or construed to be a forcible entry. Except as may be expressly provided herein, Landlord shall have no duty to mitigate its damages upon the occurrence of an Event of Default. Tenant shall and does hereby indemnify and hold harmless Landlord from any loss, cost (including court costs and attorueys' fees) or damages suffered by Landlord by reason of such re-entry or termination.

(c) Attorneys' Fees. In the event Tenant defaults in the performance of any of the terms, covenants, agreements or conditions contained in this Lease and Landlord places the enforcement of this Lease, or any part thereof, or the collection of any Rent due in the hands of an attorney, Tenant, to the extent permitted by applicable law, shall pay Landlord all attorneys' fees and other costs of collection and enforcement incurred by Landlord.

(d) Cumulative Remedies. No right or remedy conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given under this Lease, or now or hereafter existing at law or in equity.

(e) Lien for Rent. In order to perfect and evidence Landlord's lien rights under applicable law, Tenant grants to Landlord a…