HomeMy WebLinkAbout1983-008 Lease - McGrew Bros. LAW OFFICES
FERRIS & HUNTER, P.C.
1175 EAST MAIN STREET
MEDFORD, OREGON 97501-7477
JOHN E. FERRIS
ROBERT G. HUNTER
(503) 772-6115
January 25, 1983
Mr. Brian Almquist
City Administrator
City of Ashland
Ashland, OR 97520
Re: Croman Purchase of McGrew Brothers Sawmill, Inc.
Dear Mr. Almquist:
Enclosed is a copy of the recorded Assignment of Lease to complete
your file.
Sincerely,
JOHN E. FERRIS
JEF:pg
enc.
83-0 044
ASSIGNMENT OF LEASE
AGREEMENT entered into this //~ day of ~#~ , 1983,
by and between PAUL LANSDOWNE, the Trustee in Bankruptcy for
McGREW BROTHERS SAWMILL, INC., an Oregon corporation, which is in
bankruptcy in the United States Bankruptcy Court for the District
of Oregon, Case No. 681-06122, which trustee shall hereinafter be
referred to as the "Assignor"; CROMAN CORPORATION, an Oregon
corporation, hereinafter referred to as the "Assignee"; and the
CITY OF ASHLAND, hereinafter referred to as the "Landlord"
WHEREAS, McGREW BROTHERS SAWMILL, INC., is the lessee under
that certain lease from the City of Ashland, dated October 1,
1978, a copy of which lease is attached hereto as Exhibit "1"; and
WHEREAS, McGREW BROTHERS SAWMILL, INC., an Oregon corporation,
is now in bankruptcy in the United States Bankruptcy Court for the
District of Oregon, Case No. 681-06122; and
WHEREAS, said lease is now an asset of the estate in bankruptcy;
and
WHEREAS, the Assignor is the Trustee in Bankruptcy for said
estate; and
WHEREAS, the Assignee now wishes to acquire the Assignor's
interest in the leased premises, and the Assignor wishes to transfer
all of the Assignor's interest under the lease and in and to the
leased premises; and
WHEREAS, the City of Ashland is willing to give its consent to
this assignment;
-1- ASSIGNMENT OF LEASE
83.-01044
IT IS, THEREFORE, AGREED AS FOLLOWS:
1. ASSIGNMENT:
(a) Assignor hereby assigns, transfers, and conveys to
Assignee all of Assignor's interest as lessee in and to the lease
attached hereto as Exhibit "1", and in and to the leased premises
described in Exhibit "1"
(b) The Assignor covenants that all delinquent rents accruing
under said lease prior to April 1, 1982, and all delinquent real
property taxes on the leased premises and utilities for water and
electricity on the leased premises accruing prior to March 15,
1982, shall be paid at closing from funds paid to Assignor by the
Assignee for the purchase of this lease and other assets of the
Assignor.
(c) The Assignee shall be entitled to possession of the
leased premises from the date hereof and thereafter.
2. ASSUMPTION:
The Assignee hereby accepts the foregoing assignment by
Assignor and assumes responsibility for payment and performance
of all obligations of the Assignor as lessee under the lease from
the date of this assignment and thereafter. The Assignee is not
assuming any responsibilities or obligations under the lease that
accrued prior to the date hereof, except as to payment of rents
accruing under said lease from April 1, 1982, and real property
taxes and utilities on the leased premises accruing from March
15, 1982.
-2- ASSIGNMENT OF LEASE
83-01044
3. CONSENT AND COVENANTS OF THE CITY OF ASHLAND:
(a) The City of Ashland does hereby consent to the assignment
of its lease with McGREW BROTHERS SAWMILL, INC., dated October ],
1978, from the Assignor to the Assignee.
(b) The City of Ashland does hereby waive any defaults of
this lease occurring prior to the date of this assignment.
(c) The City of Ashland agrees that the Assignee shall have
the right, under Paragraph 3 of said lease, to curtail or discontinue
operations of the leased premises during three years of the lease
term after the date of assignment, providing that the years are
not consecutive.
IN WITNESS WHEREOF, the undersigned have executed the foregoing
document on or effective as of the date first above written.
ASSIGNOR:
~AUL ~NSDOWNE, Trustee in Bankruptcy
for McGREW BROTHERS SAWMILL, INC.,
an Oregon corporation, U. S. Bankruptcy
Court, Case No. 681-06122, District
of Oregon
ASSIGNEE: CROMAN CORPORATION, an Oregon
co~io n,~ ,
By:
B.~ L. KAU~
LANDLORD: CITY OF ASHLAND
By
ALMQUIST, AdminLStrator
-3- ASSIGNMENT OF LEASE
83.-01044
STATE OF OREGON )
) SS.
County of Jackson )
On -"3-~,,~ // , 1983, personally appeared the above-
named PAUL LANSD6WNE,'Trustee in the Bankruptcy Estate of McGREW
BROTHERS SAWMILL, INC., an Oregon corporation, and acknowledged
the foregoing instrument to be his voluntary act.
Before me: ~?- ,'~./~ i/
Notary Public
My Commission
STATE OF OREGON )
) SS.
County of Jackson )
Personally appeared the above-named B. L. KAUFMAN, who is
known to me to be such person, and who is the President of CROMAN
CORPORATION, an Oregon corporation, and acknowledged to me that
the foregoing document was the voluntary act and deed of said
B. L. KAUFMAN, by authority vested in him from the board of directors
of CROMAN CORPORATION.
Subscribed and sworn to before me this -z~ day of ,.,
1983:
County of Jackson ) ...
Personally appeared the above-named BRIAN ALNQUIST, who
known to me ~o be such person, and who is the City AdminisYrator
of the City of Ashland, an Oregon municipal corporation; he acknowledged
the ~oregoing document to be his voluntary act and deed, by authority
vested in him by the City Counsel of the City of Ashland.
and sworn to before me this / ~ day of
N~ary-Pub~lic for Oregon
My Co~ission Expires:
LEASE
{{'
83--0 044
EXHIBIT "1"
j..t.....
AGREEMENT el: L.~A, L
TillS AGILEEMENT made ~nd entered into in t'rJpli, cate as
Ashland, ORegon, this lstday of October , 1978, by and between
the CITY OF ASIILAND, a munJcJ, pal corporation of the State of Oregon,
hereinafter known and designated as the Lessor, and McGREW BROS.
SAWMILL, INC., a corporation of the State of Oregon, hereinafter known
and designated as the Lessee,
W_I. l N]~,o,~ E'I'II:
I
The Le~ssor, in consideration of tl~e rental to be paid and
covenants to be ]~erformcd by the Lc ..... or. as ['~ereJ. na[ter recited, does
hereby lease and let unto thc Lessee for a period of twenty (20) years
beginning Sop/ember 1, 1978, all of tl~e real property situated in
Jackson County, Oregon wl~Jc)~ is described on Exhibit "A" hereto
which by this reference is incorporated heroin.
The parties hereby terminate and ~:urr(:nder tl~c existing Lease
of the same property whict) was to run u~t.:[] danuary 31, 19113.
II1
The Lessee covenants and agreed to operate said premises
primarily, as a sawmill and/or planing mill, or for lumber manufacturing
or drying operations, and agrees to run through said sawmill and/or
planing mill or dry kiln, not less titan two and one-half million
(2,500,000) board feet of lumber each year. The failure to run through
said ~ount of l~ber, not due to war, act of God, or government order,
shall give the Lessor the option and right to declare a forfeiture of
the within Lease, and all rights of Lessee shall immediately cease and
resinate at the option of the Lessor, except that the Lessee shall
have the. right to curtail or discontinue said operations during three
(3) years of the Lease teun provided that the years are not consecutive.
IV
Upon any termination of tl~is Lease, Les~;ce agrees that the
land herein leased shall be inunediately surrendered, all buildings
and other improvements thereon shall be removed at the request of the
Co,men Council of the City of Ashland, andsaid premises shall be cleaned
up and left in as good a condition as they were before said buildings
-1-
Agreement of Lease
83--01044
and improvements were placed on said premise.~. In the event Lessee,
its successors or assigns, should fail, neglect or refuse to remove
said buildin9s oz' improvements when requested by the said Co~on Council
or Lessor, for a period of ninety (90) days after delivery of a written
request for said removal, then and in tibet event said buildings and
improvements shall be .deemed to be abandoned by Lessee and shall be
deemed a part of the real property of Lessor, free and clear of all
claims of Lessee.
V
The Lessor assm~es no responsibility or liability on account
of any complaints by adjacent )~-o[~erty own~rs by reason of noise, smoke,
or o~her claims or complaints whicl~ mi.g]~t arise by virtue of the opcrat~
of said sawmill, and/or plani}~g mill or dry ){iln. ~ewcvcr, Lessor agre{
to cooperate, if requested ]~y Lnssoo, in an5, Environmental Impact Study
required of Lessee by Federal er State agencies. This cooperation,
however, will be at no expense to {'he I,c;~sor.
VI
This Lease may not be assigned, ne]~ may any peri, ion of the
within described premises b~_~ s~}l~].et by },css~.~} wj.i.]~out tine e>:press writhe
consent of Lessor.
VII
Upon expiration of this I,ease or en failure of the Lessee to
comply with any of tl~e terms or conditions of this Lease within thirty
(30) days after written notice if given t~eroof, time being of the essen
the Lessor, at ils option, may terminate thc same without notice and may
re-enter and take possession of said premises and expel the occupants
thereof without in any way being trespassers; the failure to take possc~'~
a~ the time as stated aforesaid shall not, however, estop Lessor from
aftel~ard asserting its rights. Such remedy, however, shall be c~ulati
and not exclusive, and Lessor shall have the right to any other remedy a
law or equity.
VIII
It is agreed that tho Lessee shall, pay any and all real proper
taxes assessed against the property by any governmental agency. Lessee
shall pay property taxes on either a current basis or on a quarterly
basis, and provide validated tax receipts to the Lessor's Director of
Pl~lic Finance. Any quarterly payment that is not made shall
-2- Agreement of' Lease ..
83-01044
be a default of the terms of thi~ Lease.
IX
The Lessor does hereby g]ve and grant unto Lessee the first
right and option to a renc~.~al of tl~Js ]ease on a~ favorab].c terms
-as are offered to any ot]~cr l~crso~ provided t]~e Lessee shall have
notified the Lessor in writing of its desire for an extension of this
L~se, such not].ficat]on l_{) be made nt ]east six (6) months but not
more than one (].) year prior to t]{e term]nation hereof. Within three
(3) months after receipt of said ]~ot]ce from Lessee, the Ashland City
Council shall set terms, conditions and amounts of proposed new lease
agreement, if any, and ]~e~-'~.e s]{~]_], have first r]g~t of refusal.
Ilowever, nothing contained ]~ere]n :.;hall require thc I,essor to continue
to lease the subject rea] l?z-operty and the Lessor may allow the Lease
t° terminate and use the real property as it sees fit.
X
Lessee agrees to pay all City of Ash]and utility bills and
charges when due, provided, however, tl~at Lessee sl~a].l have the same
rights a~; any othe]~ City of As]]land utility customer in the event a
dispu%e arises concerning tile nccu]-acy of said utility bills and
charges.
XI
Lessor shall have the right to install and maintain, at
reasonable locations, such electric, water and se~er lines and appurten
as the City of Ashland shall deem necessary. In these installation
and maintenance activities, Lessor and Lessee shall make reasonable
efforts to avoid interfering with the other parties' operations.
XtI
Lessee shall indemnify, defend and hold harmless the Lessor,
officials and employees, from any claims arising from the construction,
operation and maintenance of the facilities and activities of the
Lessee.
XIII
Lessee shall maintain comprehensive general liability' insura~
with the City of Ashland, its officers and employees as additional
insurcds, in amounts not ].ess than the statutory limits of tort liabil
-3- Agreemen{ of Lease
83-O1044
of Oregon municipalities (currently set forth in OPal 30.270). Lessec
shall provide certificates of said insurance to the Lessor's Director
'of Finance.
XIV
Lessee accepts the property as is and it is understood and
agreed that the Lessee's use of the premises will. be at no cost or
expense to the Lessor and that the Lessor is not required to fulfill
~he ususal covenants and requirements placed by law upon a Lessor.
XV
If during the term of thc I,easc, the Lessor chooses to sell
the subject property, the Lessee shall be given sixty (60) days notice
of such dec~sion and the terms thereof. The Lessee shall have the
first option to purchase tNe leased property wi. thin such sixty- day
period at ~e same price and on the same terms. The Lessee may exercise
this right by delivering a signed Earncst Honey Receipt to the Lessor
containing such reruns within thc si}:ty-day period.
XVI
The rent fer %]~e ].eased property is in ~ho initial s~n of
FOUR HUND~D FIFTY DOLLARS ($450.00) per month with {~he first payment
to be dne October ]., 1978, and wit]~ monthly rental payments duc on the
first day of each and every month thereaft(~r during the term of this
Lease. The mon~ly rent in to be adjusted for thc payment due for
October 1 of each yeaz in accord with the Cons~er Price Index for
the Portland, ORegon, area as of the previous July 1.
IN WITNESS WHEREOF, we have herehn{o., set our hands and
seals on the day and year first above written.
~YOR
~.. SAWMILl, pNC.
S E C RE TA RY
Agreement of Lease
-4-
83-01044
Beginning ,st the North~,,c:;l (:orner o£ (;overnment ].,ct d in Tot,,n-
ship 39 Sourly, Ranlle 1 Hast of t. hc lx'illamctt'c l,~cridian
Jackson Count),, Oregon,; the~cc Sot~t.]~ 251.0 feel; thence Nort]~
13' l~'est 1588.57 feet to tl~c 1Vest linc of the Southeast quarter
of Section 1~; thence North alonll staid l~cst ]Jne 554.0 feet;
thence East 300.0 froot; t]~encc Norl]~ 22° West ]26.0 feet:; thence
North ]1° 40' l~cst 25.0 :fir'ct; thence No:'l:}~ 47° 00' East 720.0
feet, more or less, to the Southerl)' rJ~lht-of-~.,.a)' of thc South-
ern Pacific Railroad; tl~ence So~theasterly along said right-of-
way 2300.0 feet, more or ]ess, to a point due E:~st of the point
of beginning; thence IVest 231.0 feet, n~ore or ]ess, to thc point
of beginning. (Contai:~5~g 49.2 acres, more
SUBJECT TO'
l. A 40 foot road r:illhl--of-xva), from ~djoiJ~inp, Cfr), property
lcascd to As]~lapd l','rang]crs, Inc., to Hi~lhx,'ny 99.
2. An cascmcnt to thc City of Ash]and for x.:~tcr and pi. pclinc
purposes.
3. Subject to ;~ cxJ. sl:~n~} ])o~.~er ]J~e c~{~;cm(:~t.
EXlllBIT "A" TO A(lllillihll!NT O1: ].,}:A,,h ]~]5'l'/x'l ].i luC (;REI~'
BROS. SAh'~IL],, INC., AND TIt}! 6,I'I'5' OF ASII1,ANI),
DATED OCTO1U~R ], ]978.
Jack~n Count~,
Recorded
OFFICIAL RECORDS
KATHLEEN S. BECKETT