HomeMy WebLinkAbout2005-297 Lease - Oregon State Forestry
COMMERCIAL LEASE
Date: January 1 , 2006
Between:
And:
City of Ashland ("City"), 20 East Main Street, Ashland, Oregon 97520
State of Oregon, by and through the State Forestry Department ("Lessee")
City leases to Lessee and Lessee leases from City the following described property
(the "premises") on the terms and conditions stated below:
Beginning at the southwest corner of the northeast quarter
of Section 14, T 39S, R1 E, Willamette Meridian, City of
Ashland, Jackson County, Oregon; thence north along the
west line of said northeast quarter 354.0 feet to the true
point of beginning; thence, continue north 190.0 feet;
thence east 175.0 feet; thence south r 35' each 193.4
feet; thence west 192.0 feet to the true point of beginning,
containing 0.78 acres, more or less.
1. Occupancy
1.1. Term. The term of this lease shall commence January 1, 2006, and shall be
extended from year to year on the same terms and conditions as herein provided unless
written notice is given by either party to terminate this agreement at least 45 days prior to
the proposed termination date.
1 .2. Possession. Lessee's right to possession and obligations under the
lease shall commence on January 1, 2006.
2. Rent. Lessee shall pay to City as rent the sum of $1.00 per year. Rent shalli be
payable on the first day of each calendar year in advance at such place as may be
designated by City.
3. Use. The premises shall be used for a forest administrative site and for no other
purpose without the consent of City, which consent shall not be withheld unreasonably.
Lessee shall not cause or permit any Hazardous Substance to be spilled, leaked,
disposed of, or otherwise released on or under the premises. Lessee may use or
otherwise handle on the premises only those Hazardous Substances typically used or sold
in the prudent and safe operation of the business specified in section 3. Lessee may store
such Hazardous Substances on the premises only in quantities necessary to satisfy
Lessee's reasonably anticipated needs. Lessee shall comply with all Environmental Laws
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and exercise the highest degree of care in the use, handling, and storage of Hazardous
Substances and shall take all practicable measures to minimize 'the quantity and toxicity of
Hazardous Substances used, handled, or stored on the premises. Upon the expiration or
termination of this Lease, Lessee shall remove all Hazardous Substances from the
premises. The term Environmental Law shall mean any federal, state, or local statute,
regulation, or ordinance or any judicial or other governmental order pertaining to the
protection of health, safety or the environment. The term Hazardous Substance shall
mean any hazardous, toxic, infectious or radioactive substance, waste, and material as
defined or listed by any Environmental Law and shall include, without limitation, petroleum
oil and its fractions.
4. Repairs and Maintenance.
4.1. City's Obligations. City shall be under no obligation to make or perform any
repairs, maintenance, replacements, alterations, or improvements on the premises.
4.2. Lessee's Obligations. Lessee, at its expense, shall keep the premises (including
without limitation the roof and exterior paint) in first-class repair, operating condition,
working order, and appearance.
4.3. Inspection of premises. City shall have the right to inspect the premises at any
reasonable time or times to determine the necessity of repair.
5. Alterations.
5.1. Alterations Prohibited. Lessee shall make no improvements or alterations on the
premises of any kind without first obtaining City's written consent. All alterations shall be
made in a good and workmanlike manner, and in compliance with applicable laws and
building codes.
5.2. Ownership and Removal of Alterations. All improvements and alterations
performed on the premises shall be the property of City when installed unless the
applicable City's consent specifically provides otherwise. Improvements and alterations
installed by Lessee shall, at City's option, be removed by Lessee and the premises
restored unless the applicable City's consent specifically provides otherwise.
6. Utilities. Lessee shall pay when due all charges for services and utilities incurred in
connection with the use, occupancy, operation, and maintenance of the premises,
including (but not limited to) charges for fuel, water, gas, electricity, sewage disposal,
power, refrigeration, air conditioning, telephone, and janitorial services.
7. Damage and Destruction.
7.1. Partial Damage. If the premises are partly damaged and section 7.2 does not
apply, the premises shall be repaired by Lessee at Lessee's expense. Repairs shall be
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accomplished with all reasonable dispatch subject to interruptions and delays 'from labor
disputes and matters beyond the control of Lessee.
7.2. Destruction. If the premises are destroyed or damaged such that the cost of
repair exceeds 50% of the value of the structure before the damage, either pmty may
elect to terminate the lease as of the date of the damage or destruction by notice given to
the other in writing not more than 45 days following the date of damage. In such event all
rights and obligations of the parties shall cease as of the date of termination, and Lessee
shall be entitled to the reimbursement of any prepaid amounts paid by Lessee and
attributable to the anticipated term. If neither party elects to terminate, Lessee shall
proceed to restore the premises to substantially the same form as prior to the damage or
destruction. Work shall be commenced as soon as reasonably possible and thereafter
shall proceed without interruption except for work stoppages on account of labor disputes
and matters beyond Lessee's reasonable control.
7.3. Damage Late in Term. If damage or destruction to which section 7.2 would apply
occurs within one year before the end of the then-current lease term, Lessee may elect to
terminate the lease by written notice to City given within 45 days after the date of the
damage. Such termination shall have the same effect as termination by City under section
8.1.1.
8. Eminent Domain
8.1. Partial Taking. If a portion of the premises is condemned and section 8.2 does
not apply, the lease shall continue on the following terms:
8.1.1. City shall be entitled to all of the proceeds of condemnation, and
Lessee shall have no claim against City as a result of the condemnation.
8.1.2. City shall proceed as soon as reasonably possible to make such repairs
and alterations to the premises as are necessary to restore the remaining premises to a
condition as comparable as reasonably practicable to that existing at the time of the
condemnation.
8.2. Total Taking. If a condemning authority takes all of the premises or a portion
sufficient to render the remaining premises reasonably unsuitable for the use that Lessee
was then making of the premises, the lease shall terminate as of the date the title vests in
the condemning authorities. Such termination shall have the same effect as a termination
under section 8.1.1. City shall be entitled to all of the proceeds of condemnation, and
Lessee shall have no claim against City as a result of the condemnation.
8.3. Sale in Lieu of Condemnation. Sale of all or part of the premises to a purchaser
with the power of eminent domain in the face of a threat or probability of the exercise of
the power shall be treated for the purposes of this section as a taking by condemnation.
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9. Liability and Indemnity
9.1. Liens
9.1.1. Except with respect to activities for which City is responsible, Lessee shall
pay as due all claims for work done on and for services rendered or material furnished to
the premises, and shall keep the premises free from any liens.
9.1.2. Lessee may withhold payment of any claim in connection with a good-faith
dispute over the obligation to pay, as long as City's property interests are not jeopardized.
If a lien is filed as a result of nonpayment, Lessee shall, within 10 days after knowledge of
the filing, secure the discharge of the lien or deposit with City cash or sufficient corporate
surety bond or other surety satisfactory to City in an amount sufficient to discharge the lien
plus any costs, attorney fees, and other charges that could accrue as a result of a
foreclosure or sale under the lien.
9.2. Indemnification. Each party (the indemnifying party) shall defend and indemnify
the other parties, their officers, agents, and employees (the indemnified parties), from any
and all claims, actions, costs, judgments, damages or other expenses resultin!;J from injury
to any person (including injury resulting in death,) or damage to real or tangibl'9 personal
property (including loss or destruction), caused by the negligence or other tortiious acts of
the indemnifying party (including, but not limited to, acts and omissions of the indemnifying
party's officers, employees, agents, contractors, and subcontractors). The obligations
stated in this section shall be subject to the following conditions:
9.2.1. The indemnifying party shall be notified in writing of any claim promptly
after the indemnified party becomes aware of it;
9.2.2. The indemnifying party has sole control of the defense of such claim and of
all negotiations for its settlement or compromise; and
9.2.3. The indemnified party gives the indemnifying party information reasonably
available and assistance necessary to facilitate the settlement or defense of such claim
and, to the extent permitted by law, the indemnified party makes any defenses available to
it available to the indemnifying party.
The indemnifying party's indemnity obligation under this section shall be reduced to the
extent by which the liability, damage, or expense results from the negligence or other
tortious acts of the indemnified party, the indemnifying party's officers, employees, or
agents, or a third party.
The duty to indemnify any party shall be subject to the limitations imposed by the Oregon
Constitution, applicable statutes, and by the Oregon Tort Claims Act.
10. Assignment and Subletting. No part of the premises may be assigned, mortgaged, or
subleased, nor may a right of use of any portion of the property be conferred on any third
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person by any other means, without the prior written consent of City. This provision shall
apply to all transfers by operation of law. No consent in one instance shall prevent the
provision from applying to a subsequent instance. City shall not unreasonably delay
consent and shall give consent under circumstances where withholding it shall be
unreasonable.
11. Default. The following shall be events of default:
11.1. Default in Rent. Failure of Lessee to pay any rent or other charge within
10 days after written notice that it is due.
11.2. Default in Other Covenants. Failure of Lessee to comply with any tE~rm or
condition or fulfill any obligation of the lease (other than the payment of rent or other
charges) within 20 days after written notice by City specifying the nature of th€~ default with
reasonable particularity. If the default is of such a nature that it cannot be completely
remedied within the 20-day period, this provision shall be complied with if Lessee begins
correction of the default within the 20-day period and thereafter proceeds with reasonable
diligence and in good faith to effect the remedy as soon as practicable.
12. Remedies on Default.
12.1. Termination. In the event of a default the lease may be terminated at the option
of City by written notice to Lessee. Whether or not the lease is terminated by the election
of City or otherwise, City shall be entitled to recover damages from Lessee for the default,
and City may reenter, take possession of the premises, and remove any persons or
property by legal action or by self-help with the use of reasonable force and wiithout
liability for damages and without having accepted a surrender.
12.2. Reletting. Following reentry or abandonment, City may relet the premises and in
that connection may make any suitable alterations or refurbish the premises, or both, or
change the character or use of the premises, but City shall not be required to mlet for any
use or purpose other than that specified in the lease or which City may reasonably
consider injurious to the premises, or to any tenant that City may reasonably consider
objectionable. City may relet all or part of the premises, alone or in conjunction with other
properties, for a term longer or shorter than the term of this lease, upon any reasonable
terms and conditions, including the granting of some rent-free occupancy or other rent
concession.
12.3. Damages. In the event of termination or retaking of possession following default,
City shall be entitled to recover immediately, without waiting until the due date of any
future rent or until the date fixed for expiration of the lease term, the following amounts as
damages:
12.3.1. The loss of rental from the date of default until a new tenant is, or
with the exercise of reasonable efforts could have been, secured and paying out.
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12.3.2. The reasonable costs of reentry and reletting including without
limitation the cost of any cleanup, refurbishing, removal of Lessee's property and
fixtures, costs incurred under section 12.4, or any other expense occasioned by
Lessee's default including but not limited to, any remodeling or repair costs, attorney
fees, court costs, broker commissions, and advertising costs.
12.4. City's Right to Cure Defaults. If Lessee fails to perform any obligation
under this lease, City shall have the option to do so after 30 days' written notice to
Lessee. All of City's expenditures to correct the default shall be reimbursed by Lessee
on demand with interest at the rate of 12% annum from the date of expenditurH by
City. Such action by City shall not waive any other remedies available to City because
of the default.
12.5. Remedies Cumulative. The foregoing remedies shall be in addition to
and shall not exclude any other remedy available to City under applicable law.
13. Surrender at Expiration.
13.1. Condition of premises. Upon expiration of the lease term or earlier
termination on account of default, Lessee shall deliver all keys to City and surrender
the premises in first-class condition and broom clean. Alterations constructed by
Lessee with permission from City shall not be removed or restored to the original
condition unless the terms of permission for the alteration so require. Lessee's
obligations under this section shall be subordinate to the provisions of section 7
relating to destruction.
13.2. Fixtures.
13.2.1. All fixtures placed upon the premises during the term, other than
Lessee's trade fixtures, shall, at City's option, become the property of City, If City so
elects, Lessee shall remove any or all fixtures that would otherwise remain thE~
property of City, and shall repair any physical damage resulting from the removal. If
Lessee fails to remove such fixtures, City may do so and charge the cost to LHssee
with interest at the legal rate from the date of expenditure.
13.2.2. Prior to expiration or other termination of the lease term Lessee
shall remove all furnishings, furniture, and trade fixtures that remain its property. If
Lessee fails to do so, this shall be an abandonment of the property, and City may
retain the property and all rights of Lessee with respect to it shall cease or, by notice
in writing given to Lessee within 20 days after removal was required, City may elect to
hold Lessee to its obligation of removal. If City elects to require Lessee to remove,
City may effect a removal and place the property in public storage for Lessee's account.
Lessee shall be liable to City for the cost of removal, transportation to storage, and
storage, with interest at the legal rate on all such expenses from the date of expenditure
by City.
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13.3. Holdover.
13.3.1. If Lessee does not vacate the premises at the time required, City shall
have the option to treat Lessee as a tenant from month to month, subject to all of the
provisions of this lease except the provisions for term and renewal, or to eject Lessee from
the premises and recover damages caused by wrongful holdover. Failure of Lessee to
remove fixtures, furniture, furnishings, or trade fixtures that Lessee is required to remove
under this lease shall constitute a failure to vacate to which this section shall apply if the
property not removed will substantially interfere with occupancy of the premises by
another tenant or with occupancy by City for any purpose including preparation for a new
tenant.
13.3.2. If a month-to-month tenancy results from a holdover by Lessee
under this section 13.3, the tenancy shall be terrainable at the end of any monthly
rental period on written notice from City given not less than 10 days prior to tht9
termination date which shall be specified in the notice. Lessee waives any notiice that
would otherwise be provided by law with respect to a month-to-month tenancy.
By:
/
~~~
LESSEE:
Its
:~TY ofjLAtJ A
City Administrator
By:
Date:
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