HomeMy WebLinkAbout2010-178 Lease - Premier West Bank
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MONTH-TO-MONTH LEASE
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PARTIES:
PREMIER WEST BANK, an
Oregon corpomtion
("Lessor")
AND:
CITY OF ASHLAND, OREGON
an Oregon municipal corporation
("Lessee")
DATED:
October I, 2010
This Lease is entered into this 1st day of October, 2010 between PremierWest Bank
("Lessor") and City of Ashland, Oregon ("Lessee"),
RECITALS
Lessor is the owner of the real property described in attached Exhibit A, having
succeeded to the interest of North light LLC. Previously, Northlight LLC had entered into a
License Agreement with Lessee concerning the real property described in Exhibit A ("the
property"). This Lease fully and entirely supersedes that License Agreement and Lessee shall
have no further rights under that Agreement. Lessee desires continued use ofthe property under
Lessor's ownership,
Based upon these Recitals, the parties hereby agree as follows:
1, Lease. Lessor hereby leases to Lessee and Lessee accepts such Lease of those
certain premises at the property, situated in the City of Ashland, County of Jackson and State of
Oregon, hereinafter called the "premises," described in attached Exhibit B hereto, all subject to
the terms and conditions of this Lease. The premises consist ofa vacant land area, suitable for
vehicular parking and the establishment of certain limited outdoor activities, all as approved by
the City of Ashland, Oregon,
2, Use, The premises shall be used only for those activities and in only those
locations as set forth in attached Exhibit B. No other uses may be allowed, nor shall Lessee be
pennitted to expand any allowed use, No rights, beyond those specifically granted under this
Lease, shall apply to, or benefit, Lessee nor shall any rights be implied from Lessee's usage or
the premises under this Lease,
3, Tenn, This Lease shall be a month-to-month Lease, tenninable by either party
upon giving at least one (1) calendar month's prior written notice of termination to the other
party, Such tennination shall be effective at the end of the month specified in the notice,
provided that the other party shall be permitted at least a full calendar month of rights under this
Lease prior to the tennination of this Lease,
4. Rental Consideration, Because of the nature of the allowed uses, Lessor hereby
agrees that it will not require a monthly rent payment from Lessee, However, Lessee shall be
responsible, in lieu of a rent payment, for the obligations set forth in Paragraph 5, below.
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5. Obligations Associated with Lessee's Use.
(a) Lessee will not make any unlawful, improper or offensive use of the
premises; Lessee will not create any waste; Lessee will not permit any objectionable noise or
odor to escape or to be emitted from the premises or do anything or permit anything to be done
on or about the> premises in any way tending to create a nuisance; Lessee will not sell or permit
any product, substance or service to be sold on or about the premises, excepting stich as Lessee
(or Lessee's licensees) may be authorized by law to sell and as may be herein expressly
permitted.
(b) Lessee will not allow the premises at any time to fall into such a state of
repair or disorder, or to operate so as to increase any fire or environmental hazard thereon;
Lessee will not install any power machinery on the premises except under the supervision and
with the written consent of the Lessor; Lessee wi!! not store gasoline or other highly combustible
materials on the premises at any time; Lessee will not use the premises in such a way, or for such
a purpose, that the insurance rates may increase,
(c) Lessee shall comply at Lessee's own expense with all laws and regulations
of any municipal, county, state, federal or other public authority respecting the use of the
premises, including all land use regulations and permits. These include, without limitation, all
laws, regulations and ordinances pertaining to air and water quality, Hazardous Materials as
herein defined waste disposal, means any hazardous or toxic substance material or waste,
including but not limited to those substances, materials and waste listed in the V.S, Department
of Transportation Hazardous Materials Table or by the V,S. Environme:ntal Protection Agency as
hazardous substances and amendments thereto, petroleum products, or such other substances,
materials, and waste that are or become regulated under applicable local, state or federal law, .
Additionally, to the extent that any food or beverage is sold, handled or dispensed on or about
the premises, Lessee shall provide assurance that compliance with all required licenses and
permits is continuously occurring,
(d) Lessee shall regularly occupy and use the premises as allowed in Exhibit
C, and shall not abandon or vacate the premises for more than ten (10) consecutive days without
written approval of Lessor.
(e) Lessee shall not cause or permit any Hazardous Material to be brought
upon, kepI or used in or about the premises by Lessee, its agents, employees, contractors or
invitees without the prior written consent of Lessor, which consent will not be unreasonably
withheld so long as Lessee demonstrates to Lessor's reasonable satisfaction that such Hazardous
Material is necessary or useful to Lessee's business and will be used, kept and stored in a manner
that will comply at all times with regulating any such Hazardous Material so brought upon or
used or kept on or about the premises. .
(f) Lessee shall maintain the premises in a clean, sanitary, and orderly
condition at all times including provision for storage and removal of garbage, debris or waste
according to City of Ashland regulations, including any required recycling, Lessee shall
promptly repair any damage done to the premises by any party Lessee permits to use the
premises or occurring while the premises are under Lessee's control or use. As to any condition
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or activity on or about the premises which creates the potential for personal injury during
Lessee's control or use of the premises, Lessee shall take immediate measures to eliminate such
condition or activity,
(g) Lessee shall fully indemnifY and hold Lessor harmless from any damage,
loss, claim,liability, fine or imposition (whether financial or otherwise) relating to Lessee's
control, use or operations on or ab,out the premises, including any such matters arising from the
actions of any party for whom Lessee permits access to the premises, except for any losses due to
the negligent or intentional misconduct of Lessor. This indemnity shall survive this Lease's
termination, for any losses that occur during tJie time Lessee is leasing the premises,
(h) Lessee shall continuously maintain public liability and property damage
insurance coverage on the premises and relating to activities on or about the premises while the
premises are under Lessee's control. Such coverages shall designate Lessor as an additional
insured and shall be in such amounts and forms of coverage reasonably acceptable to Lessor,
based upon Lessor's review of relevant coverage docwnentation, Required coverages shall be as
follows: General Liability - $ I million per occurrence; Medical Expense - $15,000; Personal
Injury - $1 million; General Aggregate - $2 million; Excess CoveragelUmbrella Liability-
$2 million. Upon Lessor's request, Lessee shall provide to Lessor evidence of coverages
meeting the requirements of this Lease. Such coverages shall extend to any occurrence relating
to the premises, or activities occurring on or about the premises, during the period of Lessee's
use or control of the premises, including occurrences pre-dating this Lease, Lessee represents
that it has maintained suitable coverages for its use and control of the premises pre-dating this
Lease and that such coverages will apply to occurrences pre-dating this Lease, Lessee's
obligations under the foregoing insurance provisions shall survive the termination of this Lease
for losses or claims that occur during the time Lessee is leasing the premises, and shall be an
integral part of Lessee's indemnity obligations to Lessor under subparagraph (g), immediately
above,
6, Utilities and Landscaoing, Lessee shall pay for all heal, light, water, power and
other services or utilities used at the premises during the term of this Lease. This obligation shall
survive this Lease's termination, Lessee shall be responsible for protection ofthe existing
landscaping and/or improvements on or about the premises.
7, Reoairs and Imorovements: Acceolance of Premises.
(a) Lessor shall not be required 10 make any repairs, alterations, additions or
improvements to, or upon, the premises during the term of this Lease. Lessee hereby agrees to
maintain and keep the premises in good order and repair during the entire tenn of this Lease, at
Lessee's own cost and expense, Lessee shall make no alterations, additions or improvement to
or upon the premises without the written consent of the Lessor first being obtained, which
consent may be withheld at Lessor's sole discretion.
(b) Lessor reserves and at any and all times shall have the right to alter, repair
or improve the premises or to add thereto. Lessor's representatives, contractors and workers
purpose may enter in or about the premises with such materials as Lessor may deem necessary
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therefore, and Lessee waives any claim to damages, including loss of business resulting
therefrom, .
(c) Lessee accepts the premises in their current condition, "as is," without
warranty or representations from Lessor, express or implied. Lessee acknowledges that it has
had full and continuous use of the premises prior to the date of this Lease and is fully
knowledgeable about the conditions existing at the premises,
8. Lessor's Right ofEntrv, It shall be lawful for Lessor, Lessor's agents and
representatives, at any reasonable time upon notice to Lessee, to enter upon the premises for the
purpose of examining the condition thereof, or for any other lawful purpose, Lessor reserves the
right to enter into the premises to make necessary repairs, upon notice to Lessee,
9. Right of Assil!lllIlent. Lessee shall not assign, convey, sell, pledge, or transfer in
any way, its rights under this Lease, or sublet, or permit any other person or persons to occupy
the premises without the prior written consent of the Lessor; this Lease is' personal to Lessee;
Lessee's interest in whole or in part, cannot be sold, assigned, transferred, seized or taken by
operation at law, or under or by virtue of any execution or legal process, attachment or
proceedings instituted against the Lessee, or under or by virtue of any bankruptcy or insolvency
proceedings had in regard to the Lessee, or in any other manner, except as above mentioned,
However, Lessor agrees that consistent with the use provisions of this Lease, Lessee may permit
third parties by personal license granted only by Lessee to utilize the premises but strictly subject
to the terms and conditions of this Lease, At all times, Lessee shall be responsible to Lessor for
any actions of Lessee's licensees, The sole right which Lessee may grant to third parties is that
of a licensee; the terms of any licenSe shall comply with Exhibit C,
10, Liens and Charges, Lessee shall not permit any lien, charge, fee, fine or exaction
affecting the premises, or Lessor's title to the premises, to be placed or imposed upon the
premises, Lessee shall promptly remove any such item at Lessee's sole expense, so that Lessor's
title to the property is unaffected,
II. Eminent Domain, In case of the condemnation or purchase of all or arty
substantial part of the premises by any public or private corporation with the power of
condemnation, this Lease may be tenninated by either party, effective on the date possession is
taken, following written notice to the other party. In that case the Lessee shall not be liable for
any form of rent after the termination date. Lessee shall not be entitled to, and hereby expressly
waives, any right to share in any part of the condemnation award or price in lieu thereof.
12. For Sale and For Rent Sil!11s, During any period of this Lease, Lessor may post
signage on the premises indicating that the' premises are "for sale" or "for lease."
13. Delivering UP Premises on Termination. At the expiration of the Lease term or
upon any sooner termination, Lessee will quit and deliver up the premises to Lessor in clean and
sanitary condition and in good order and condition.
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14, Default.
(a) If Lessee fails to perform or observe any of its covenants and agreements
contained herein and such default shall continue for five (5) days or more after written notice of
such failure or neglect shall be given to Lessee, Lessor may tenninate this Lease immediately
without further demand or notice, Lessor may then enter upon the premises and repossess the
same, and expel Lessee without prejudice to any other remedy which Lessor is entitled to pursue
under this Lease or Oregon law,
(b) Any property which Lessee leaves on the premises after abandonment or
expiration of the Lease, or for more than ten (10) days after any termination of the Lease, shall
be deemed to have been abandoned, and Lessor may remove and sell the property at public or
private sale as Lessor sees fit without being liable for any prosecution therefore or for damages
by reason thereof. The net proceeds of any such sale shall be applied toward Lessor's expenses
and the balance of such amounts, if any, shall be paid to Lessee,
(c) Lessor may also cure any Lease default caused by Lessee, Such cure shall
be at Lessee's expense. The cost shall be reimbursed to Lessor within ten (10) days after
Lessor's billing to Lessee.
15, Mediation/Arbitration, The parties agree that any claim, controversy or dispute
between the parties arising out of or relating to this Lease or to the interpretation or breach
thereof, shall be resolved by mediation first and thlmby binding arbitration. Therefore, in the
event that a dispute arises, prior to initiating arbitration, either party may propose mediation
through a mediator located in Jackson County, Oregon, qualified to serve in that capacity, and
the other party will consent to participate. The costs of mediation shall be borne equally by the
parties. If mediation is unsuccessful, arbitration shall occur through a single arbitrator selected
from the Southern Oregon panel of the Arbitration Service of Portland, The arbitrator's decision
shall be final and binding in accordance with Oregon Revised Statutes 36.680-,740.
16, Attornev Fees and Court Costs. In case suit or action is instituted to enforce
compliance with any of the terms, covenant or conditions of this Lease, or to collect any amount
which may become due hereunder, the losing party agrees to pay the prevailing party's
reasonable attorney fees incurred throughout such proceeding, including at arbitration or any
judicial proceeding, as well as all costs of the arbitrator.
17, Waiver, Any waiver by Lessor of any breach of any covenant by Lessee shall not
be deemed or considered as a continuing waiver, and shall not operate to bar or prevent the
Lessor from declaring a forfeiture for any succeeding breach, either of the same condition or
covenant or otherwise.
18. Notices, Any notice required by this Lease shall be sufficient if in writing
contained in a sealed envelope, and sent in certified letter or by overnight service or hand
delivered, with postage fully prepaid, and if intended for Lessor, addressed to: Special Assets
Officer, 503 Airport Road, Suite 101, Medford, Oregon 97504, and if intended for Lessee,
addressed to: the City of Ashland, clo Adam Hanks, Project Manager, 20 East Main Street,
Ashland, Oregon 97520, Any such notice shall be deemed conclusively to have been delivered
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to the addressee forty-eight (48) hours after the deposit thereof in the V,S. mail, if mailed to the
above address,
19, Successors, All rights, remedies and liabilities herein granted to or imposed upon,
the parties shall extend to, inure to the benefit of and bind, as the circumstances may require, the
parties' successors and so far as this Lease is assignable, to the parties' assigns.
20, Termination of Existing Agreements: Waiver of Claims, As an integral
consideration for Lessor entering into this Lease, Lessee agrees that this Lease takes precedence
over and supersedes any and all previous agreements (written or oral) concerning the premises,
including those with the previous owners, The parties agree that all previous agreements have
been terminated, and are of no force or effect, such termination being effective on the date
Lessor assumed title to the property, Lessee also waives any claim or right against Lessor which
may have arisen or accrued under any prior agreement relating to the premises.
21, Authoritv. Each party represents to the other that the party executing this Lease
on its behalfhas the full and requisite authority to so act.
22. Public Disclosure, The parties agree that Lessee shall provide to Lessor for prior
review and approval, any of: (i) Lessee's proposed press releases, public information or public
disclosures about the premises; (ii) Lessee's comments or disclosures about Lessor's ownership
of the premises and Property; or (iii) information from Lessee about any future sale or use of the
premises, about any Lease termination or any discontinuance of the allowed parking use. Lessor
shall reasonably cooperate with Lessee concerning such matters. This provision shall survive
tennination of the Lease,
LESSOR:
PREMIERWEST BANK
('-,
LESSEE: '
CITY OF ASHLAND, OREGON
an Oregon municipal corporation
BY:~~
Title tI .1
Date: ItJ-Cl6 -/ v
BY.~
. T' e ti~ ll/(I"sf,a.ldI' .
Date: G.fnbiY ;;)("aOIO
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FcIm No.11D2.06
ALrA Owoofs Polkv '''17-06)
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Pclcr. Pase 8
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Exhibit "A"
Real property In the Cllunty of Jadcson, Slate of O/llgon, Cl!SClfbed as fo1Iows:
TRACT A: ,
PARCEl. 2 AS SllOWN ON TIlE PAR1TIION PlAT FI/.B) IN TIle OffIce OF1llE JACKSON coum
OREGON SURVEYOR AS'NO.12197 AND'RECOJIDeo')\S'PARnnON PLATNO. P-ga-1990 OF 'RECORD
OF PARlITlON PLA15" IN JACKSON COUN'TY, OREGoN. .
lRACT B:
COMMENaNG AT'TIfE SOUlHWE5T CORNER OF DONJ\TION lAND CIAlM NO, 41, TOWNSHIP 39
SOUTll, RANGE 1 EAST OF TIlE WlUAMEl11! MERIDIAN, JAO<SON COUNTY, OREGON; THENCe SOU1}f
1713.14 feEl} THEI'\CE WEST, 288.6~ FEET TO A 2' GAlVA/I12EO IRON PIJIe WITH Z' BRONZE CAP
LOCAlED AT'l'HE IN11:RsECllON OFTHE NOIUHERLY BOUNDARY OF 'C' SIllerr (NOW t.mtrA WAY)
WlTH lllEW6TERLY. BOUNDARY Of,8RS'r S1Rerr FOR. TIlE lNIl1AI. POINT OF BEGINNING; THENCE
AlONG SAID FIRST S"fREE'r seUNDARY, NORllIS' 51' 35" EAST, 171.1!3 FEET(ReCORD~NORl)j 5" 51'
eAST, 171.6 FeET) TO A FOUND I" IRON AXlE; THENCE ALOIIG lIff SOIll1iERlY BOUNDARY OFTHf
FlRST TIlACT CONVeYED TOJ. W. COPWIIO YARDS AS OESCRlBeo IN VOLUME 239, PAGE403 OF
11iE DEED RECORDS OF SAID COUNTY, NORlllll4" 05' 55' WEST, 181.56 FEET (ReCORO=NORTH ll4"
05' WESr,IOl:SS'ftl: I) 1U:II 'RlUNO"l=l12" IiALVAIY.w:1} lK(1j'(plPEfiHENce ALONG lIff
SOUTHfASTERLy BOUNOARY OF SAID F1lI5TlRACT, sdImt 32' 56'15" WfST, 133.06'FfET
(RECClf!D=SOUTll32" 55' WEST, 133.W l'EJ:T) TO:u.mRSEcrllff NORTHERLY BOUNDARY OF SAIl>
'C' stREET; TIlENCE AlONG SAID 'C" STREET BOUNDARY, SOUT\f 65" 57' S5" EAST (RECOIlD=SOU1}f
65" 58' 30' EASJ), 170.65 FEETTO TIlE lNIT1Al. POIr<< OF BEGINNING.
NOre: ThIs legal desa1pUon was aealed prior to Janllary 3; 2008.
Tax Pan:eI NUmber: 1-D0653D-s and 1-005529-D and 1-005529-0 and 1-006529-0 and 1-079612-2 arid 1-
0795.12-2 and 1-079512.2 and 1-1179513-1 and 1.079513-1 a.nd 1-079613-1
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EXHIBIT C
(Allowed Uses)
The premises shall be used only for vehicular parking, solely under the authority of the City of
Ashland. Users ofthe parking shall not be charged, No trucks, other than pick-up trucks, may
be parked on the premises, All parking shall be temporary in nature. No storage of any kind
shall be made on the premises, No other use of the premises may be made by any party nor
permitted under this Lease by Lessee,
In furtherance of its parking use, Lessee may install and maintain striping, signs and sign posts,
fencing and lighting, Lessor reserves the right to have Lessee remove such items at Lessee's
expense at the Lease's termination,
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