HomeMy WebLinkAbout2011-069 Lease - Colwell Chiropractic
COLWELL CHIROPRACTIC OFFICE, PC
GROUND LEASE AGREEMENT FOR
PARKING LOT FACILITY
THIS AGREEMENT is entered into between the CITY OF ASHLAND, OREGON, by and through the
City Council, hereinafter referred to as City, and COLWELL CHIROPRACTIC OFFICE, PC,
hereinafter referred to as Lessee.
RECITALS
A City owns and operates property located at 430 N Main St, Ashland, Oregon (the "Property").
B. Lessee desires to lease Property for purposes of providing vehicle.parking for Lessee office
staff.
C. City desires to lease Property to the Lessee under the circumstances set forth in this
Agreement
In consideration of the matters described above, and of the mutual benefits and obligations set forth
in this Agreement, the parties agree as follows:
1. Recitals Incorporated. The recitals are hereby incorporated into this f\greement by this
reference.
2. Description of Leased Property. City agrees to lease to Lessee Property located at 430 N. Main
St, (tax lot 391 E5DA-2700) Ashland, Oregon. Property has an area of approximately 12,023
square feet The lessee will use Property to provide vehicle parking for Lessee office staff.
("parking").
3. Lease Fees.
3.1. Rental Rate. Lessee agrees to pay to City an annual rental of $225 per year for the
use of Property. Lessee agrees to pay to City, for the use of the Property, a rental rate of ~Not
Applicable, payable on execution of the lease. It is agreed that the rental rate here specified
shall be subject to re-examination and readjustment pursuant to 3.2, provided that any
readjustment of the present rate, or amended rate, shall be reasonable.
3.2. Periodic rent increase. The rental fee is subject to adjustment on July 1st of each year at
the option of the City and the difference between the annual rental rate under section 3.1, and
the increased rate is due and payable September 1 st following the rent increase.
3.3. Past due fees. Lease fees will become past due ten days past the due date and the City
will charge interest of 1.5% per month on past due lease fees.
3.4. Securitv Deposit Lessee shall pay a deposit in the amount of one year's rent to secure
Lessee's compliance with all terms of this agreement The deposit shall be a debt from City to
Lessee, refundable within 30 days after expiration of the lease term or other termination not
caused by Lessee's default City may commingle the deposit with its funds. Lessee shall not be
entitled to interest on the deposit City shall have the right to offset against the deposit any
sums owing from Lessee to City and not paid when due, any damages caused by Lessee's
default, the cost of curing any default by Lessee should City elect to do so, and the cost of
performing any repair or cleanup that is Lessee's responsibility under this agreement Offset
against the deposit shall not be an exclusive remedy in any of the above cases, but may be
invoked by City, at its option, in addition to any other remedy provided by law or this
agreement for Lessee's nonperformance. City shall give notice to Lessee each time an offset is
claimed against the deposit, and, unless the agreement is terminated, Lessee shall within 10
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days after such notice deposit with City a sum equal to the amount of the offset so that the
total deposit amount; net of offset, shall remain constant throughout the agreement term.
4. Term. The term of this lease shall be for a maximum of two (2) years, commencing on April 18,
2011, and ending on April 18, 2013. Either party may terminate this lease at any time upon 30
days prior written notice to the other party. If Lessee is not in default Lessee shall have the first
right of refusal to lease the premises from the City at the rates and terms then in effect as
established by the City. In no event shall delay in obtaining permits from any city, state or federal
agencies be deemed as automatically requiring an extension of the term of this Agreement Nor
shall such delay be interpreted as requiring the City to approve an extension of this Agreement
5. Use of Premises. Except as provided in this paragraph, the premises shall be used only for the
parking of vehicles by Lessee staff. No commercial activities, includina but not limited to vehicle
mechanical or maintenance work or repair or service, are to be conducted on the premises. Items
of personal property may not be stored on the property.
5.1 Flammables and explosives prohibited. Lessee shall not store any flammable or
explosive liquids or solids within the premises without a permit For the purpose of this rental
. agreement, "flammable or explosive liquids or solids" shall not apply to fuel or other
flammables contained within any vehicle used or stored at the Property.
5.2 Pets and animals prohibited. Lessee shall not, without the City's written consent keep
any pets or animals on the premises. If allowed, Lessee agrees to be liable for damage to the
premises or other persons caused by the pet or animal.
6. Maintenance. Lessee shall keep and maintain the premises and all improvements in good and
substantial repair and condition. Lessee shall maintain the premises and all improvements in
compliance with all applicable building and zoning laws and all other laws, ordinances, orders and
requirements of all authorities having or claiming jurisdiction. Lessee shall keep the premises free
and clear of weeds, rubbish, debris, and litter at all times. Lessee shall maintain the unpaved
areas in a manner consistent with Ashland Municipal Code Chapter 9.04, "Weed Abatement"
which requires that weeds and grasses shall be cut to no more than 4 inches in height no later
than June 15. Lessee shall, at all times, maintain a clear and usable access way along the 15 foot
wide private driveway easement located along ttie northerly property boundary. City shall have
the right to conduct reasonable inspections and investigations of the property and the operations
conducted on the premises at any time, and from time to time with reasonable advance notice,
and Lessee shall cooperate fully with City during such inspections and investigations.
7. Rights Reserved to the City. The City reserves the following rights:
7.1 Improve Propertv. The right to develop or improve the Property without interference or
hindrance of the Lessee.
7.2 Maintain Propertv. The right, but not the obligation, to maintain and keep in repair the
Property, together with the right to direct and control all activities of Lessee.
7.3 Protect Property. The right to take any action considered necessary to protect the
Property from waste or nuisance, together with the right to prevent Lessee from erecting, or
permitting to be erected, any building or other structure on the Property which, in the opinion of
the City, would limit the usefulness of the Property and constitute a hazard.
7.4 T emporarv closures. The right to temporarily close or to restrict the use of the Property
or any of the facilities for maintenance, improvement, or for the safety of the public. Lessee is
not entitled to any compensation or damages for such temporary closures.
8. Compliance with laws. Lessee shall comply with:
8.1 All federal, state, county, and city laws, orders and ordinances;
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8.2 Local Laws. The terms, restrictions and requirements of approvals are set forth in. the
applicable City Ordinances, including the Ashland Land Use Ordinance, applicable State
statutes and regulations, the preliminary and final approvals, and this Agreement All local
development approvals and permits identified by local law or this Agreement shall be obtained
at the sole cost of the Lessee. The failure of this Agreement to address a particular permit,
condition, term or restriction shall not relieve Lessee of the duty to comply with any laws
governing permitting requirements, conditions, terms or restrictions. Any matter or action to be
taken pursuant to the requirements of the ordinances of the City of Ashland shall not be
otherwise amended, modified or waived unless such modification, amendment or waiver is
expressly provided for in this Agreement with specific reference to the provisions so modified
waived or amended.
9. Lessee compliance with environmental laws. As used in this paragraph, the term "hazardous
material" means any hazardous or toxic substance, material, or waste, including, but not limited to,
those substances, materials, and wastes listed in the United States Department of Transportation
Hazardous Materials Table (49 C.F.R. 9 172.101) or by the United States Environmental
Protection Agency as hazardous substances (40 CFR. Part 302) and any amendments, ORS
466.567,466.205,466.640 and 468.790 and regulations of the Oregon State Department of
Environmental Quality, petroleum products and their derivatives, and such other substances,
materials and wastes as become regulated or subject to cleanup authority under any
environmental laws. Environmental laws means any federal, state, or local statutes, regulations, or
ordinances or any judicial or other governmental orders pertaining to the protection of health,
safety, or the environment
9.1 Lessee's compliance with laws and permits. Lessee shall cause the premises and all
operations conducted on the premises (including operations by any subtenants) to comply with
all environmental laws.
9.2 Limitation on uses of hazardous materials. Lessee shall not use or allow any agents,
contractors or subtenants to use the premises to generate, manufacture, refine, transport,
treat, store, handle, recycle, release or dispose of any hazardous materials, other than as
reasonably necessary for the operation of Lessee's activities as contemplated under this lease.
9.2.1 Disposal and contamination clean-up. Lessee shall be responsible for disposing
of all hazardous materials in compliance with environmental laws, and Lessee shall be
responsible for any environmental clean-up of the premises that is necessary due to
Lessee's activities.
10. Utilities. There are no utilities available on the site.
11. Liens, Taxes. Lessee shall pay all sums of money that become due for any labor, services,
materials, supplies, utilities, furnishings, machinery or equipment which have been furnished or
ordered by Lessee which may be secured by lien against the premises.
12. Insurance. Lessee shall obtain and maintain continuously in effect at all times during the term of
this lease, at Lessee's sole expense, the following insurance:
12.1 Comprehensive insurance. Owner's, landlord and tenant or premises insurance
protecting City and its officers, agents and employees against any and all liabilities that may
allegedly in any way relate to the operation by Lessee, this insurance to be in the minimum
amount of $1,000,000, combined single limit coverage. Such limit shall automatically increase
in the event of any change in the provisions of ORS 30.270, or in the event these limits are
found to be not totally applicable to a city.
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12.1.1 All policies shall include the City, its officers, commissions, elected officials,
employees and agents as additional insureds with respect to general liability and
vehicle liability on a primary and non-contributory basis.
12.1.2 A certificate evidencing such insurance coverage shall be filed with the
City prior to the effective date of this lease, and such certificate shall provide that such
insurance coverage may not be canceled or reduced or changed in any way adverse to
the City without at least 30 days prior written notice to the City. The policy shall be
continuous until canceled as stated above. If such insurance coverage is canceled or
changed, Lessee shall, not later than 15 days prior to the termination or change in the
insurance coverage, file with the City a certificate showing that the required insurance
has been reinstated or provided through another insurance company or companies.
Cancellation or termination of the policy shall terminate the lease.
In the event Lessee shall fail to furnish the City with the certificate of insurance
required, City may secure the required insurance or self-insure at the sole cost and
expense of Lessee, and Lessee agrees to reimburse City promptly for the cost, plus ten
percent of the cost for City administration.
12.2 Property Insurance. Lessee shall bear the expense of any insurance insuring the
personal property of Lessee on the premises against such risks, but Lessee shall not be
required to insure his personal property.
13. Indemnification; Waiver of Subrogation. Lessee will defend, indemnify and save City, its
officers, employees and agents harmless from any and all losses, claims, actions, costs,
expenses, judgments, sub rogations, or other damages resulting from injury to any person
(including injury resulting in death,) or damage (including loss or destruction) to property, of
whatsoever nature arising out of or incident to this lease or the activities that take place on leased
property. Lessee waives the right of subrogation regarding the insurance policy listed in Section
16. Lessee will not be held responsible for damages caused by negligence of City.
14. Non-appropriations; No Agency. The City and Lessee are entering into this Agreement
voluntarily in the spirit of cooperation and coordination to facilitate Lessee's desire to lease
Property for parking purposes. However, nothing in this Agreement makes the City responsible
for the contracts or commitments of Lessee regarding construction or development to achieve
Lessee's desired outcome. Lessee is not subject to public contracting rules and regulations and
nothing herein makes Owner subject to such public agency requirements. No City funds are
provided by this agreement for City construction of public infrastructure effecting development of
parking area or facility.
All City obligations pursuant to this Agreement which require the expenditure of funds are
contingent 'upon future appropriations by the City as part of the local budget process. Nothing in
this Agreement implies an obligation on the City to appropriate any such monies. City
acknowledges that following the required review and approval of Final Plan and Site Reviews,
approval of final civil plans (construction plan approval) and associated construction permits, and
the determination for issuing building permits for the construction of a parking facility on the
Property is not an obligation that would require the expenditure of funds; therefore, construction of
any parking area or facility is not contingent upon future appropriations by the City.
15.Damage or Destruction of Premises.
15.1 If the premises or any improvements are damaged or destroyed by fire or other
casualty, Lessee shall:
15.1.1 Promptly repair, rebuild or restore the property damaged or destroyed to
substantially the same condition consistent with the applicable building codes; and
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15.1.2 Apply for any net proceeds of insurance resulting from claims for such losses, as
well as any additional money of Lessee necessary.
If the damage or destruction which occurs is such that the cost of repair, rebuilding or
restoration of the property damaged or destroyed exceeds 50% of the fair market value of the
improvements, Lessee shall have the option within 60 days from the date of damage or
destruction, to notify City in writing whether or not Lessee elects to repair, rebuild, or restore in
accordance with paragraph 12.1 or to terminate this lease. Upon giving such notice to
terminate, this lease shall terminate on the date specified in the notice and City shall be
entitled to the net proceeds of insurance.
15.2 Lessee shall be responsible for damage or destruction to the premises or any
improvements resulting from Lessee's operations, or anything done or permitted by Lessee
under this lease.
16. Events of Default. The following shall be events of default: .
16.1. Default in Rent: Failure of Lessee to pay any rent or other charge within ten days after it
is due.
16.2. Default in Other Covenants: Failure of Lessee to comply with any covenant, term or
condition, or to fulfill any obligation of the lease (other than the payment of rent or other
charges) within 30 days after written notice by City specifying the nature of the default If the
default is such that it cannot be completely remedied within the 3D-day period, this provision
shall be complied with if Lessee begins correction of the default within the 3D-day period and
proceeds in good faith to effect the remedy as soon as practicable.
16.3. Insolvency: Insolvency of Lessee and assignment by Lessee for the benefit of creditors;
the filing by Lessee of a voluntary petition in bankruptcy; an adjudication that Lessee is
bankrupt or the appointment of a receiver of the properties of Lessee; the filing of an
involuntary petition of bankruptcy and failure of the Lessee to secure a dismissal of the petition
within 30 days after filing; attachment of or the levying of execution on the leasehold interest
and failure of the Lessee to secure discharge of the attachment or release of the levy of
execution within ten days.
17. Remedies on Default. In the event of a default, the City at its option may terminate the lease by
notice in writing by certified or registered mail to Lessee. The notice may be given before or within
thirty days after the running of the grace period for default and may be included in a notice of
failure of compliance. If the property is abandoned by Lessee in connection with a default,
termination shall be automatic and without notice.
17.1. Damaqes. In the event of termination of default, City shall be entitled to recover
immediately the following amounts as damages:
17.1.1. The reasonable cost of re-entry and reletting including the cost of any clean up,
refurbishing, removal of Lessee's property and fixtures, or any other expense
occasioned by Lessee's failure to quit the premises upon termination and to leave the
premises in the required condition, any remodeling costs, attorney fees, court costs,
broker commissions and advertising cost
17.1.2. The loss of reasonable lease fee value from the date of default until a new
tenant has been or, with the exercise of reasonable efforts could have been secured.
17.2. Re-entrv After Termination. If the lease is terminated for any reason, Lessee's liability to
City for damages shall survive such termination.
18.Assignment of Interest or Rights. Neither Lessee or any assignee or other successor of Lessee
shall sublease, assign, transfer or encumber any of Lessee's rights in and to this lease or any
interest, nor license or permit the use of the rights granted except as provided in this paragraph.
Lessee shall not assign all or any part of its rights and interests under this lease to any successor
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through merger, consolidation, or voluntary sale or transfer of substantially all of its assets, without
prior written approval of the City. Written approval of the City shall not be unreasonably withheld.
19.Nonwaiver. Waiver by either party of strict performance of any provision of this lease shall not be
a waiver of or prejudice the party's right to require strict performance of the same provision in the
future or of any other provision.
20.Consent of City. Whenever consent, approval or direction by.the City is required, all such
consent, approval or direction shall be received in writing from the City Administrator.
21.Not Applicable
22.Notices. All notices required under this lease shall be deemed to be properly served if sent by
certified or registered mail to the last address previously furnished by the parties. Until changed by
the parties by notice in writing, notices shall be sent to:
CITY: LESSEE:
City of Ashland Colwell Chiropractic Office, PC
Attn: City Administrator 410 N. Main St
20 E. Main Street Ashland, OR 97520
Ashland, OR 97520
INTENDING TO BE BOUND, the parties have executed this Agreement as of the date written below.
L7 E,0,
/? ' _
John Colwell, DC �- Date '
President
ORDER
Pursuant to ORS 271.360 the governing body hereby approves and authorizes the terms of this lease
as set forth above.
CITY:
Mayor/M o s Designee, City of Ashland Date
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Fax, sent by : 5414885851 ASHLAND INSURANCE 85-25-11 88:39 Pg: 1/1
iNCCII�KV® CERTIFICATE OF LIABILITY INSURANCE 5/25/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE.HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CER71FICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER.AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the pollcy(las) must be endorsed. If SUBROGATION.IS WANED,subject to
the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
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Ashland Insurance Inc PHONE I: (541)4BZ-OB3l FAX Nut:(541]488 $ass
585 A Street Suite 1 ADtRRESS:3asher @ashlandinsurance.com
P. O. Box 880 PRODUCER �;00020239
PRODUCER 10 .,
Ashland OR 97520 INSURER(E)AFFORDING COVERAGE NNC IF
INSURED INSRRERAAmerican Economy-Ins Co ;19fi90
INSURER B:
COLw*ELL CHIROPRACTIC OFFICE,PC INSURER CZ
410 N MAIN ST
INSURER D: __
INSURER E:
ASHLAND DR 97520 msuRER F: -...... '
COVERAGES CERTIFICATE NUMBER:CL1152503084 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTVNTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENI WI IN RESPECT TO WHICH THIS
f..FRTIFIC:ATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS Or SUCH POLICIES.LIMITS SI'IOwN MAY HAVE BCEN REDUCED BY PAID CLAIMS.
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DESCRIPTION OF OPERATIONS l LOCATIONS I VEHICLES(Attach ACORD'101,Addidanal Rvnarkz Schedule,if mem spore iz reRlrirNJ
City of A.Illand, Its officers, agents and employees are listed as additional insured
Location: 430 North Main St., Ashland OR
CERTIFICATE HOLDER CANCELLATION
(541)488-5320 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WI BE DEUVERED IN
City of Ashland ACCORDANCE WITH THE POLICY PROVISIONS,
E. Main St.City Administrator
20 AUTNOR¢ED REPRESENTATIVE ^ -r
20 E. II/VrLfl'I1Y rfJ^,
Ashland, OR 97520
Julia Asher
ACORD 25(2009109) W 1 gag-2009 ACORD CORPORATION. All rights reserved.
IN5025(2VVJD9) The ACORD name and logo are registered mar of ACORD