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Res 1439 - Ground Lease Ld WWTP COUNCIL BILL NO. 1829 RESOLUTION NO. 1439 A RESOLUTION ENTERING INTO A GROUND LEASE WITH THE STATE OF OREGON FOR LAND LOCATED NEAR THE CITY'S WASTEWATER TREATMENT PLANT AND AUTHORIZING THE MA VOR TO SIGN SUCH LEASE. WHEREAS, the City of Woodburn requires land near the city's wastewater treatment plant to be used for a poplar tree plantation and other activities related to wastewater reuse; and WHEREAS, the State of Oregon has land that is part of the Maclaren Youth Correctional Facility that is suitable for the city's requirements; and WHEREAS, following several meetings, representatives of the city and state arrived at a memorandum of understanding for lease of land that meets the city's requirements; and WHEREAS, it is in the best interest of the city to enter into a ground lease for land required for activities related to wastewater reuse; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the City of Woodburn enter into a ground lease, which is affixed as attachment "A" and by this reference incorporated herein, with the State of Oregon for land located near the city's wastewater treatment plant. Section 2. That the Mayor is authorized to sign said lease on behalf of the City of Woodburn, 1'\1) IV\?r ^O~ ((_ ZS -11- Approved as to form: I ): I V / ~ City Attomey Date Approved: 71~ Nancy A. Passed by the Council September 22, 1997 Submitted to the Mayor September 24, 1997 Approved by the Mayor September 24, 1997 Filed in the office of the Recorder September 24, 1997 ATTEST: fl\..LU I~ . M;~n~~nt, City Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1829 RESOLUTION NO, 1439 T- '--TO - ATTACHMENT A Page -L.. of.:n= GROUND LEASE This Ground Lease (this "Lease") is entered into this between: day of , 1997 LANDLORD: STATE OF OREGON, acting by and through its Department of Administrative Services, by and for the Oregon Youth Authority, hereinafter referred to as "Landlord," Address: Superintendent MacLaren Youth Correctional Facility 2630 N. Pacific Hwy. Woodburn, OR 97071 and TENANT: CITY OF WOODBURN, and Oregon Municipal Corporation, hereinafter referred to as "Tenant," Address: CITY OF WOODBURN c/o Chris Childs, City Administrator 270 Montgomery Street Woodburn, OR 97071 WHEREAS, the parties have conducted numerous meetings and previously entered into a nonbinding Memorandum of Understanding which is attached hereto as Exhibit "A"; and WHEREAS, the parties agree that the terms contained in the Memorandum of Understanding are not legally binding and are superseded by this Lease and the Land Sale Contract executed contemporaneously herewith, but is relevant for purposes of expressing the parties' intent; and WHEREAS, the premises that are subject to this Lease (i) constitute a portion of the property leased to Tenant pursuant to that certain lease dated July 5, 1977, between the State of Oregon, acting by and through its Department of General Services, and Tenant (the "Initial Lease"), which lease was entered into in connection with that certain Agreement between the State of Oregon, acting by and through its Children's Services Division, and Tenant, regarding, among other things, the construction of a sewage treatment facility (the "Initial Agreement", and (ii) are located adjacent to certain real property that is the subject of a land sale contract (the "Land Sale Contract") of even date herewith between Landlord and Tenant. NOW, THEREFORE, the parties agree as follows: Section 1. Description of Leased Property, Landlord leases to Tenant the real property located in Marion County, Oregon, and described in attached Exhibit "B" (the "Premises"), subject to the liens and encumbrances set forth on Exhibit C. r.....h--."__- I .,-...., ATTACHMENT A page..L.. of ~ Section 2. Occupancy 2.1 Original Term, The term of this Lease shall commence on the Closing Date (as defined in the Land Sale Contract), and continue through December 31, 2026 (the "Original Term"), unless sooner terminated as hereinafter provided. The parties shall execute an instrument terminating the Initial Agreement and the Initial Lease concurrent with the commencement of the Original Term. 2.2 Possession. Tenant's right to possession and obligations under this Lease shall commence on the Closing Date (as defined in the Land Sale Contract). 2,3 Renewal Option, If this Lease is not in default at the time each option is exercised or at the time the renewal term is to commence, Tenant shall have the option to renew this Lease for two successive terms of thirty years each, as follows: (1) Each of the renewal terms shall commence on the day following expiration of the preceding term. (2) The option may be exercised by written notice to Landlord given not less than one year prior to the last day of the expiring term. The giving of such notice shall be sufficient to make this Lease binding for the renewal term without further act of the parties. Landlord and Tenant shall then be bound to take the steps required in connection with the determination of rent as specified below. (3) The terms and conditions of the lease for each renewal term shall be identical with the Original Term except for rent and except that Tenant will no longer have any option to renew this Lease that has been exercised. Rent for the first five years of a renewal term shall reflect the current market value. ( 4) If the parties do not agree on the rent for the first five years of a renewal term within 180 days after notice of election to renew, the rent shall be determined by a qualified, independent real property appraiser familiar with commercial rental value in the area, The appraiser shall be chosen by Tenant from a list of not fewer than three such individuals submitted by Landlord. If Tenant does not make the choice within five days after submission of the list, Landlord may do so, If Landlord does not submit such a list within 10 business days after written request from Tenant to do so, Tenant may name as an appraiser any individual with such qualifications. Within 30 days after his or her appointment, the appraiser shall return his or her decision, which shall be final and binding upon both parties. The cost of the appraisal shall be borne equally by both parties. (5) Rent for the first five years of each renewal term shall be determined in accordance with the above subsections of this Section 2.3. Thereafter within each renewal term, adjustments to the rent shall be made once every five years in accordance with the procedures set forth in Section 3.2 below, except that the appropriate calendar years for calculation of the adjustment to rent shall be substituted for the calendar years set forth in Section 3.2. For example, with respect to the first 30-year renewal term, the years 2006, 2007, 2011, 2012, 2016, 2017, 2021, and 2022 as set forth in the third sentence of Section 3.2 shall be replaced by 2031, 2032, 2036, 2037, 2041, 2042,2046, and 2047, respectively. In g: \bn i ckl e\ worddata\gmdlese. doc 2 r "-.""--~-"'._--""-"'''-''-"'''''--'~ ATTACHMENT~ Page -ZL of ..:73 completion of the foregoing example, the rent for the last 5-year period (commencing January 1, 2052) of the first renewal term shall be fixed by the parties in 2051 using the procedures set forth in Section 3.2. If the parties fail to reach agreement regarding the appropriate rent for any five-year period within a renewal term, rent shall be determined by an appraiser in accordance with the applicable provisions of Section 3.2. Section 3. Rent 3.1 Rent for First 10 Years, Tenant shall have no obligation to pay rent under this Lease from the commencement date of the Original Term (the "Commencement Date") through December 31, 1999. For each of the two calendar years commencing January 1,2000 and January 1,2001, Tenant shall pay to Landlord annual rent of Seven Thousand Nine Hundred Two Dollars ($7,902). For each of the five calendar years commencing January 1,2002, January 1,2003, January 1,2004, January 1,2005, and January 1,2006, Tenant shall pay to Landlord annual rent of Eight Thousand Seven Hundred Eighty Dollars ($8,780). 3,2 Rent After First 10 Years of the Original Term, Beginning on January 1, 2007 and thereafter through the calendar year commencing January 1, 2026, Tenant shall pay to Landlord annual rent in an amount to be determined by the parties with respect to each of the four five-year periods remaining in the Original Term. The rent for each year of each such five-year period shall be market value. Landlord shall provide written notice to Tenant of the determination of the new amount of rent by no later than: September 1,2006 with respect to the five-year period commencing January 1, 2007; September 1,2011 with respect to the five-year period commencing January 1,2012; September 1,2016 with respect to the five-year period commencing January 1,2017; and September 1, 2021, with respect to the five-year period commencing January 1, 2022, If the parties do not agree on the annual rent for the ensuing five-year period within 60 days following each such September 1, then the annual rent for the ensuing five-year period shall be determined by a qualified, independent real property appraiser familiar with commercial rental in the area. The appraiser shall be chosen by Tenant from a list of not fewer than three such individuals submitted by Landlord. If Tenant does not make the choice within five days after submission of the list, Landlord may do so. If Landlord does not submit such a list within 10 business days after written request from Tenant to do so, Tenant may name as an appraiser any individual with such qualifications. Within 30 days after his or her appointment, the appraiser shall return his or her decision, which shall be final and binding upon both parties. The cost of the appraisal shall be borne equally by both parties. ~:<.;;:-:;~ 3,3 Payment of Rent. Rent shall be paid from Tenant to Landlord on an annual basis in advance by no later than the fifteenth day of January, beginning in the year 2000. All payments hereunder shall be made by Tenant to Landlord without notice or demand, deduction or offset at 530 Center Street NE, Suite 200, Salem, Oregon 97301 or such other address as Landlord may specify to Tenant in writing from time to time. Rent shall be absolutely net to Landlord, so that this Lease shall yield net to Landlord the rent specified herein. 3.4 Late Payment. In the event Tenant does not make a payment of rent when due, Landlord may impose a late charge of $100 per day from the date such rent was due until such rent is paid. Tenant acknowledges that late payment by Tenant to Landlord of any rent due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which shall be extremely difficult to ascertain. The parties agree that the late charge represents a fair and reasonable estimate of the costs incurred by Landlord by reason of Tenant's late payment. Acceptance of any late charge shall g: \bn ick leI worddata\gmd lese 0 doc 3 or ~.o..____.o_.. T -. ATTAC':'tAENT A Page....::!:- 01 e2~ in no way constitute waiver of Tenant's default with respect to the overdue amount in question, nor prevent Landlord from pursuing any of the other rights and remedies hereunder. Section 4. Utilities, Taxes, Assessments 4.1 Utilities. Throughout the Term of this Lease, Tenant shall pay when due all charges and costs for all public and private utility services provided to the Premises, including but not limited to: heat, light, electricity, water, gas, telephone, garbage removal, sewerage and drainage services. Tenant shall indemnify Landlord from any responsibility for any utility charges of any form, including but not limited to connection or hook-up charges and service charges. 4.2 Taxes, Commencing on the commencement date of this Lease, Tenant shall pay when due each and every one of the following ("Impositions") accruing during the Term of this Lease, prorated as of the commencement and expiration thereof: 4.2.1 All real property taxes or payments in lieu thereof due with respect to the Premises; 4.2.2 All taxes imposed on or with respect to Tenant's property and any intangibles located in or used in connection with the Premises; 4.2.3 All assessments which are assessed or payable during the term of this Lease, including installment payments or assessments which presently encumber the Premises, and similar assessments and charges with respect to the Premises; and .. 4.2.4 All other rents, charges, excises, levies, license fees, permit fees, inspection fees and other authorization fees and other charges, in each case whether general or special, ordinary or extraordinary, foreseen or unforeseen, of every character (including interest and penalties thereon), which at any time during the term of this Lease may be assessed, levied, confirmed or imposed on or be a lien upon the Premises, Tenant's property or any part thereof, or any occupancy, use or possession of or activity conducted at the Premises. 4.3 Proof of Payment. Tenant will furnish to Landlord, upon request, for inspection, official receipts of the appropriate taxing authority or other proof satisfactory to Landlord evidencing the payment of an Imposition. Section 5. Use of the Premises 5,1 Permitted Use, The Premises shall be used for a poplar tree plantation and other activities related to wastewater disposal. 5,2 General. In any event, Tenant shall not use or allow the use of the Premises or any part thereof for any unlawful purpose or in violation of any certificate, law, statute, ordinance, or regulation covering or affecting the use of the Premises or any part thereof. Tenant shall not permit any act to be done or any condition to exist on the Premises or any part thereof which may be hazardous or which may void or make voidable any policy of insurance in force with respect to the Premises. Tenant shall not do or suffer any waste or damage or disfigurement of the Premises or Improvements (defined below). Landlord makes absolutely no representation or warranty whatsoever with respect to the g: \bn ick I e \ worddata\gmd lese. doc 4 r ...........--.-.. , ,..~-.. ATTACHMENT -A-- Page -5- of <<3 condition or lawful use of the Premises. Tenant accepts the Premises in their condition as of the Commencement Date, AS IS. WHERE IS, with all faults. 5.3 Compliance with Governmental Requirements. 5.3.1 Tenant agrees to comply with all laws, ordinances, regulations, conditions, and other applicable requirements lawfully imposed by any agency, governmental body, or quasi-governmental body having jurisdiction over Tenant's use of the Premises, including, without limitation, the U.S. Environmental Protection Agency, U.S. Army Corps of Engineers, U.S. Department of Transportation, U.S. Occupational Safety and Health Administration, the Oregon Department of Environmental Quality, and the Oregon Public Utility Commission, and Tenant shall compel such compliance by all persons entering the Premises. Tenant reserves the right to contest, at Tenant's expense, the validity of any and all such laws, ordinances, regulations, conditions, and requirements; provided, however, that any such contest shall not adversely affect Landlord's interest in the Premises. 5.3.2 Tenant shall promptly provide to Landlord copies of all notices or other communications between Tenant and any governmental entity which relate to Tenant's noncompliance or alleged noncompliance with the requirements referenced in Section 5.3.1. Section 6. Construction and Alterations ~~ 6,1 Construction of Improvements, Construction of permanent structures must receive prior written approval from Landlord excepting irrigation systems, plantation, installation of monitoring equipment, abandonment of existing water well, and construction of access roads, which are hereby preapproved. 6,2 Permits and Authorizations, No such construction or installation shall be undertaken until Tenant has procured and paid for, so far as the same may be required from time to time, all governmental permits and authorizations required with respect to the work. 6.3 Manner of Construction. If Landlord approves in writing construction of improvements on the Premises, all such construction and installation shall be done in a good and workmanlike manner and in compliance with the applicable building, zoning, and other laws, ordinances, orders, and requirements of all governmental authorities. All work shall be prosecuted with reasonable dispatch. 6,4 Bonding, Prior to the commencement of any work on the Premises estimated to cost in excess of $20,000, Tenant shall furnish to Landlord, at Tenant's cost and expense, good and sufficient performance and labor and materials bonds with respect to such work, naming Landlord as a co-obligee, Such bonds shall be in amounts equal to the contract price for all such work and shall be executed as surety by a corporation or corporations acceptable to Landlord and authorized to issue surety bonds in the State of Oregon. Section 7. Tenant's Maintenance Obligations g: Ibn i cklel worddata Igmdlese .doc 5 T- ....................-.... 'I ATTACHMENT A Page -':z.- of .:t..3 7,1 Maintenance of Improvements. All improvements now or hereafter placed or constructed i'n, under, or upon the Premises (the "Improvements"), including, without limitation, any building, road, parking area, pipe, fence, wall, tank, utility distribution facility, drainage system, landscaping, planting or sign, and all equipment and systems incorporated within the Improvements shall be operated and maintained by Tenant in good condition at Tenant's sole expense. Also, Tenant shall promptly correct all defects in the Improvements and in all equipment and systems incorporated within the Improvements. Tenant shall provide and maintain such fire suppression and other fire protection equipment as may be required pursuant to applicable govemmentallaws, ordinances, statutes and codes for the purpose of protecting the Improvements adequately and restricting the spread of any fire from the Premises to any property adjacent to the Premises. 7.2 Tenant's Obligations, Landlord shall have no obligation whatsoever to construct, repair, maintain, or restore any portion of the Premises or the Improvements. Section 8, Insurance 8,1 Liability Insurance. Tenant agrees to obtain, keep, and maintain in full force and effect throughout the Term of this Lease, for the mutual benefit of itself and Landlord, comprehensive liability insurance naming Landlord, its officers, directors, and employees as additional insureds and providing no less than $1,000,000 combined single limit on coverage. 8.2 Property Insurance, Tenant agrees to obtain, keep, and maintain in full force and effect throughout the Term of this Lease, for the mutual benefit of itself and Landlord, insurance against loss by fire and all hazards now or hereinafter included within the "extended coverage" form of insurance, in an amount equal at all times to the full insurable value of the Improvements, and of all equipment, personal property, and inventory located on the Premises, without reduction for co-insurance, "~~fi.;';. 8,3 Other Insurance. Tenant shall carry workers' compensation insurance on all employees and officers. The limits of the workers' compensation insurance coverage shall be no less than as required by statute. 8.4 Provision Relating to All Insurance, All insurance described in this Section 8, as to the interest therein by Landlord only, shall not be invalidated by any act or neglect or breach of contract by Tenant. On or before the commencement date of this Lease, Tenant shall furnish to Landlord certificates of insurance, in a form satisfactory to Landlord, evidencing the issuance of all required policies of insurance by such responsible companies as Landlord shall approve. Tenant shall also furnish Landlord renewal certificates for each policy at least 30 days prior to the expiration date of such policy. Each such policy shall contain an agreement by the insurer that the policy will not be renewed, canceled, or materially amended without 30 days prior written notice to Landlord. All policies shall be written on an occurrence basis, rather than on a "claims made" basis. Section 9. Tenant's Property All personal property, business and trade fixtures, machinery, and equipment, including, without limitation, piping and drainage systems and all related appurtenances, installed in the Premises by or for the account of Tenant, without expense to Landlord, shall belong to Tenant. At or before the termination or expiration of this Lease, Tenant, at its expense, shall remove from the Premises any or all of Tenant's property which Landlord requires to be moved, and shall repair any damage to the Premises resulting from the installation or removal of such property. Any items of Tenant's property which remain on the Premises after termination or expiration of this Lease in violation of this Section 9 may, at the option of Landlord, be deemed abandoned, Landlord shall have' the option, g: Ibn ickl el worddatalgmdlese. doc 6 r" ~...~._.~~-~. .--. ----r-.....-...--.- ATTACHMENT A Page.2..- 01 ~ in its sole discretion, of (a) retaining any or all of such abandoned property without any requirement to account to Tenant therefor, or (b) removing and disposing of any or all of such abandoned property and recovering the cost thereof, plus interest from the date of expenditure at the interest rate of twelve percent (12%) per annum, from Tenant upon demand. Tenant's obligations under this Section 9 shall survive any termination or expiration of this Lease. Section 10. Damage or Destruction If any Improvement, whether now existing or hereafter constructed, is damaged or destroyed by fire or any other cause at any time during the Term of this Lease, whether or not covered by insurance, Tenant shall promptly repair the damage and restore or replace the Improvement unless Landlord directs Tenant otherwise, Upon completion of such repair, restoration, or replacement, the Improvement shall be at least equal in value, quality, and use to the Improvement immediately before the damage. Tenant shall not be entitled to any abatement of rent on account of any damage to or destruction of any Improvement, nor shall any other obligations of Tenant under this Lease be terminated or affected thereby. Section 11. Condemnation 11.1 Termination. If the entire Premises are taken by condemnation, or if the taking is less than the entire Premises but is so substantial that continuation of Tenant's permitted use is not physically feasible, this Lease shall terminate on the earlier of the date on which possession of the Premises is required to be surrendered to the condemning authority or the date on which title to the Premises vests in the condemning authority. In such cases, the condemnation award shall be distributed as follows: Landlord shall be entitled to receive that portion of the condemnation award attributable to the value of the Premises, considered as unimproved and unencumbered by this Lease, plus all allowed costs and interest. Tenant shall be entitled to receive the balance of the award. >.~~..;..o.' 11.2 Partial Taking. In the event a portion of the Premises is taken by condemnatlull but this Lease is not terminated pursuant to Section 11.1, Landlord shall be entitled to receive that portion of the condemnation award attributable to the value of the Premises taken in the condemnation, considered as unimproved and unencumbered by the Lease, plus all allowed costs and interest. Tenant shall be entitled to receive the balance of the award, Tenant shall, at its sole expense, restore the remainder of the Premises as nearly as practicable to its condition prior to the taking. Rent for the Premises shall thereafter be reduced based on the relative square footage of the Premises taken. 11.3 Sale In Lieu of Condemnation, A sale of all or any portion of the Premises in lieu of condemnation shall be treated as a condemnation for all purposes of this Section 11. Section 12. Indemnification Tenant shall indemnify and defend and hold harmless Landlord for, from and against any claim, loss or liability arising out of or related to any activity of Tenant on the Premises, or any condition or use of the Premises, or any violation of or failure to comply with this Lease by Tenant. Landlord shall have no liability to Tenant for any injury, loss, or damage caused by or to third parties, or by any condition of the Premises except to the extent caused by Landlord's negligence or breach of duty under this Lease. Section 13. Hazardous Substances 13,1 Restriction; Indemnity. Tenant shall not generate, release, store, or deposit on the Premises any environmentally hazardous or toxic substances, materials, pollutants, oils, or contaminants. as defined by any federal, state, or local law or regulation (collectively, "Hazardous Substances"), g: Ibn i cklelworddatalgmd lese. doc 7 r- ..---.-..-.-- I ~. - ATTACHMENT A Page J!L.. of .23 Without limitation of Section 12, Tenant shall indemnify and hold harmless Landlord for, from and against any and all claims, losses, damages, response costs and expenses of any nature whatsoever arising out of or in any way related to the generation, release, storage, or deposit of Hazardous Substances on the Premises by Tenant or any other person or entity other than Landlord during the term of this Lease. 13,2 Clean Up. Promptly upon written notice from Landlord or from any governmental entity, Tenant shall remove from the Premises all Hazardous Substances and shall restore the Premises to a clean, safe, good, and serviceable condition. Any such clean-up shall be in conformance with all applicable governmental rules and regulations. 13.3 Degree of Care. Tenant understands that the Premises are adjacent to the MacLaren Youth Correctional Facility ("MacLaren"), which is occupied by youth and staff of Oregon Youth Authority, and are in close proximity to certain water wells that serve MacLaren. Tenant shall exercise the highest degree of care in using, and conducting its operation on, the Premises, and shall use every effort to ensure that its use of and operations on the Premises do not adversely affect MacLaren or the occupants or operations of MacLaren. Tenant shall indemnify and hold harmless Landlord for, from, and against any and all claims, losses, damages, response cost and expenses arising out of or in any way related to a diminishment in the quality of the water serving MacLaren as a result of Tenant's use of or operations on the Premises. Section 14, Landlord's Warranty 14,1 Landlord's Warranty. Landlord warrants that it is the owner of the Premises, subject to those easements, restrictions, liens, and exceptions affecting the Property as of the date of this Lease, and has the right to Lease them, In the event Tenant complies with all of the terms and conditions of this Lease, Landlord will defend Tenant's right to quiet enjoyment of the Premises from the lawful claims of persons during the Lease term. ::-:$.O; 14,2 Tenant's Warranty. Tenant represents and warrants to Landlord that Tenant has obtained all requisite authorizations for the execution and delivery by Tenant of this Lease and the performance of the transactions contemplated by this Lease, and that the execution and delivery of this Lease are made pursuant to such authorizations. Section 15. Assignment and Subletting; Binding Effect Neither this Lease nor any right hereunder may be assigned by Tenant, nor may all or any portion of the Premises by sublet or transferred by Tenant, nor may a right of use of all or any portion of the Premises be conferred by Tenant on any third person by any other means, without the prior written consent of Landlord. Landlord may sell, exchange, convey, or otherwise dispose of its interest in the Premises or this Lease. This Lease shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. Section 16. Default The following shall be events of default: is due. 16.1 Default in Rent. Failure of Tenant to pay any rent or other charge within 30 days after it 16.2 Default in Other Covenants. Failure of Tenant to comply with any term or condition or fulfill any obligation of this Lease (other than the payment of rent or other charges) within 30 days after written notice by Landlord specifying the nature of the default with reasonable particularity. If the g: \bn i ck I e\ word data \gmdlese .doc 8 'r-' I ATTACHMENT -4 page..!J- of ~ default is of such a nature that it cannot be completely remedied within the 30 day period, this provision shall be complied with if Tenant begins correction of the default within the 30 day period and thereafter proceeds diligently and in good faith to affect the remedy as soon as practicable. Section 17, Remedies on Default 17,1 Generally. Upon the occurrence of an event of a default under this Lease, Landlord may, at its sole option, by swnmary or other appropriate legal action or proceedings, terminate this Lease and enter upon the Premises or any part thereof and expel Tenant, or any person or entity occupying the Premises, and so to repossess and enjoy the Premises. In the event Landlord expels Tenant from the Premises, Landlord shall have the right thereafter to deny Tenant access to the Premises and to enforce any and all liens granted to it by law. At any time or from time to time after any termination or expiration of this Lease pursuant to this Section, Landlord may relet the Premises or any part thereof for such term or terms and with such options or extensions or renewals (which may be greater or less than the periods which would otherwise have constituted the balance of the term) and on such conditions as Landlord, in its reasonable discretion, may determine, and Landlord may collect and receive the rentals therefor. Landlord shall in no way be liable for any failure to relet the Premises or any part thereof, or for any failure to collect any rent due on such reletting. No termination of this Lease pursuant to this Section shall relieve Tenant of its liabilities and obligations under this Lease, and any damages shall survive any such termination. 17,2 Performance by Landlord, If Tenant fails to perform any of its obligations under this Lease, Landlord without waiving any other remedies for such failure, may (but shall not be obligated to) perform such obligation for the account and at the expense of Tenant, without notice in a case of emergency, and in any other case if such failure continues for 30 days after written notice from Landlord specifying the nature of the failure. Landlord shall not be liable to Tenant for any claim for damages resulting from any such action by Landlord. Tenant agrees to reimburse Landlord upon demand for any expenses incurred by Landlord pursuant to this Section together with interest at a rate equal to 12% per annum from the date of the occurrence of the default. ~?;...:.~ 17.3 Cumulative Remedies, All remedies under this Lease shall be deemed cumulative and no one remedy shall be exclusive of any other, or of any remedy conferred by law or at equity. 17.4 Tenant Holdover, If Tenant fails to vacate the Premises upon the expiration or any earlier termination of this Lease, Tenant shall, at the election of Landlord, become a tenant from year to year on the terms herein specified. Tenant shall be liable to Landlord for any and all damages caused by any such failure to vacate the Premises after the expiration or earlier termination of this Lease, including without limitation incidental and consequential damages. Section 18. Termination Without Cause Notwithstanding any proVISIOn in this Lease to the contrary, this Lease shall be terminable by Landlord and, so long as Tenant is not in default under this Lease, by Tenant at any time without cause on 5 years advance written notice to the other party. If the Lease is terminated without cause by either party, Landlord shall return to Tenant that portion of the rent if any, representing the months remaining in the Lease term following the effective date of such termination for which rent has been paid by Tenant as calculated on a prorated basis. In the event either party effects termination pursuant to this Section, Tenant shall surrender the Premises to Landlord at the end of the five-year period in full compliance with those sections of this Lease headed "Tenant's Property" and "Surrender at Expiration." g: \bn i ck I e\ word data \gmdlese .doc 9 ~_. ._"".,._._..___._ ._,_cO Y Section 19. Surrender at Expiration ATTACHMENT A Page -11L- of til a 19.1 Tenant, on expiration or termination of this Lease, shall surrender and deliver up the Premises and all Improvements in good condition and repair and in a condition that complies with all applicable laws, rules, and ordinances, to the possession and use of Landlord without fraud or delay, free and clear of all lettings and occupancies, and free and clear of all liens and encumbrances other than those, if any, existing as of the date of this Lease or created or suffered by Landlord, without any payment or allowance whatever by Landlord on account of any Improvements on the Premises. However, upon expiration of this Lease, Tenant shall have a period of 90 days to log the poplar trees in the plantation on the Premises, so long as Tenant complies with all laws and permits in doing so and otherwise leaves the Premises in good condition and repair, In the event Tenant fails to log said poplar trees during this period, said poplar trees shall become the property of Landlord. 19.2 When furnished by or at the expense of Tenant, furniture, fixtures, and equipment of Tenant may be removed by Tenant at or before the date on which this Lease terminates or expires, provided, however, that the removal will not injure the Premises or the Improvements or necessitate changes in or repairs to the same. Tenant shall payor cause to be paid to Landlord the cost of repairing any damage arising from such removal and restoration of the Premises and/or the Improvements to their condition before such removal. 19,3 Any personal property and Improvements installed, constructed, or placed on the Premises by Tenant that shall remain on the Premises after the termination of this Lease and the removal of Tenant from the Premises may, at the option of Landlord, be deemed to have been abandoned by Tenant and may either be retained by Landlord as its property or be disposed of, without accountability, in such manner as Landlord may see fit, or if Landlord gives written notice to Tenant to such effect, such property shall be removed by Tenant at Tenant's sole cost and expense. , h':" 19.4 Landlord shall not be responsible for any loss or damage occurring to any property owned by Tenant. 19,5 The provisions of this Section shall survive any termination or expiration of this Lease. Section 20. Miscellaneous 20,1 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. 20.2 Notices, Any notice required or permitted under this Lease shall be given when actually delivered or 48 hours after deposited in United States mail as certified mail addressed to the address first given in this Lease or to such other address as may be specified from time to time by either of the parties in writing. 20.3 Entry for Inspection. Landlord shall have the right to enter upon the Premises at any time to determine Tenant's compliance with this Lease and any other lawful purpose. 20.4 Memorandum. At the closing of the Land Sale Contract, Tenant shall cause the Woodburn office of First American Title to record a memorandum of this Lease in the form of the attached Exhibit "D" in the real property records of Marion County, Oregon. g: Ibn i ckl e \ worddata\gmdlese .doc 10 T- ! I ATTACHMENT -L- Page -LL of ..73 20S Time is of the Essence. Time is of the essence of each and every obligation under this Lease. 20.6 Entire Agreement; Amendment. This Lease contains the entire agreement of the parties with respect to the lease of the Premises. This Lease may not be amended or modified in whole or in part, except by written agreement signed by both parties. 20.7 Survival. All agreements (inclu4ing, but not limited to, indemnification agreements included in this Lease, the full performance of which are not required prior to expiration or earlier termination of this Lease), shall survive the expiration or earlier termination of this Lease and be fully enforceable thereafter. 20,8 Severability. If any provision of this Lease is held to be invalid or unenforceable, the r~mainder of this Lease shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 20,9 No Representations, Tenant acknowledges that it has examined the Premises and that no representations as to the condition of the Premises or its suitability for a particular purpose have been made by Landlord. Landlord shall have no liability because of, or as a result of, the condition of the Premises that might effect Tenant's construction or use of the Premises. 20,10 Conflicts, The parties understand and agree that the Memorandum of Understanding attached hereto is not a legally binding document. In the event of any conflict between the provisions of the Memorandum of Understanding and this Lease, the provisions of this Lease shall prevail in all instances. ~.~+f IN WITNESS WHEREOF, the parties have caused this Lease to be executed on the date first-above written. LANDLORD: STATE OF OREGON, acting by and through its Department of Administrative Services, by and for the Oregon Youth Authority By: By: irector Department of Administrative Services //} /><' ./ c:: ./ /' ~;;:: )7 I~LLI7 . Richard Hill, -Director of the Oregon Youth Authority TENANT: CITY OF WOODBURN, an Oregon Municipal Corporation By: Nancy A. Kirksey, Mayor g: Ibn ick leI worddatalgmdlese .doc 11 ~_. y ATTACI~ENT A Page of ...:13 State of Oregon Department of Administrative Services Date: December 30, 1996 Exhibit A To: Frank Tiwari Bob Jester Frank Sinclair From: Bill Nickleberry ~ ;:?'-. Subject: Final Memorandum of Understanding for MacLaren SchooVCity of Woodburn Land Sale for City's Waste Water Facility Sewer Treatment ..A ,.; .~, Issue .I' The City of Woodburn wants to purchase the state-owned land its sewer plant is located on 1iom MacLaren School and the MacLaren School wants to sell the City the land. The City' of Woodburn must charge and the State must pay for sewage treatment at its MacLaren SchooL MacLaren School Perspective '.'~~ · MacLaren School is willing to pay for service · MacLaren has no way to include money in its budget to pay prior to 99/0 I budget biennium · Willing to sell the land at any time · MacLaren will continue to provide water to the sewage treatment plant at no cost to the City but parties will reevaluate this arrangement every 5 years; lease rate for leased land currently at $180 per acre will also be reevaluated every 5 years (1 st date to be January / 2002) * · Wants to come to closure on an agreement · Wants to do what's in the best interest of the State and the City · OY A wants to correct infiltration/inflow problem at MacLaren · OY A will provide needed easements to the City for community benefit that do not conflict with future plans City of Woodburn Perspective · Willing to pay market value for the land · Will purchase 101 acres and lease 43.9 acres · The City must charge for sewer treatment · Willing to reevaluate water service arrangement every 5 years at OY A request · Wants to do what is best for City and State · The infiltration/inflow problem needs immediate attention · Additional easement may be needed · Purchase/SalefTransfer documents completed ASAP r' .... -...--.-.....- . A . A .'" B" C D A B C D Frank Tiwari, Bob Jester, _ .ank Sinclair December 26, 1996 Page Th:ree ATTACj1fENT A Page of ci).3 · The City will make lease payments for the leased land after June 30, 1999 at the fair market rate of $180 per acre · The parties agree to January 1, 1997 as the start date for this new agreement · The MacLaren School will begin making sewage treatment payments to the City after June 30, 1999 · MacLaren School will give high priority to correcting the infiltratiorJinflow problem, engineering work to begin as soon as practical Carculations Land Sale Non-Tillable Land Land Lease 92.11 acres x $5,000 = $460,550 8.89 acres x $1,000 = $ 8,890 43,90 acres x $,:,.180 = $ 7,902 $5,000 x 30 months = $150,000 Monthly Sewage fee .~ +$460,550 +$ 8,890 +$ 19.755 $658.50 x 30 (mon~) lease $489,195 -$150.000 $339,195 Purchase price of land and 30 month lease to City ~;:;~~ The City has offered to make payment arrangements that would allow MacLaren flexibility in correcting its infiltration/inflow problem; preferably a 4 year plan. First payment due at signing of agreement for exchange of deed. There will be no interest charged by the State on outstanding arnount~~/ ' .~~ . (f,J '\& p~ ~ Payment Schedule 'o:b- ~ ~ JaBHlu1' 1997 $139,195 l.-I--pc::......S(~n.\l~ =~ c.t..f>pn:.pr\ 'A-t-~ ~ D.Jv\.d.. l..czJ:,.&.:.~ a.A.o c.,u""'" e. v' January 1998 $ 66,666 ~ '"1LL'xS ' January 1999 $ 66,666 January 2000 $ 66.668 Total $339,195 Note: The terms and conditions contained in foregoing memorandum of understanding were negotiated by City Staff but are not legally binding until formally approved by the Woodburn City' Council ~..._"'-_.,-_.,_...,--" . ATTACHMENT ,4 Page.1!l:- of OJ.3 Exhibit B (Page 1 of 2) LEGAL DESCRIPTION Lease Tract A tract of land being a portion of that tract of land described in Reel 372, Page 282, located in the Southwest one-quarter of Section 3, Southeast one-quarter of Section 4, Northeast one- quarter of Section 9, and the Northwest one-quarter of Section 10, Township 5 South, Range 1 West of the Willamette Meridian ~ Marion County, Oregon, said tract also being a portion of MRS. DENNIS - TRACf located in the Truman Bonney Donation Land Oaim No.61 being more particularly described as follows: Beginning at a point on the North line of the Ouistopher C. Cooley Donation Land Oaim . No.41, said point being North 89052'42. Wes4 632.35 feet (West 9.67 chains per MRS. DENNIS - TRACf and Reel ~72, Page 282) from the Northeast comer of said Ouistopher C. Cooley Donation Land Oaim 41; thence along said North line North 89052'42. West, 1699.29 feet to a 1 1/4 inch iron pipe; thence continuing along said North line South 89054'51. Wes4 616.35 feet to the mUE POINT OF BEGINNING of this descn1>ed tract of land; thence continuing along said North line South 89054'51. West, 500.03 feet; thence leaving said North line North 00040'48. Wes4 540.03 feet; thence South 89054'51" Wes4 725.04 feet; thence North 00020'06. East, 1354.54 feet to a point on the North line of the property described in Reel 372, Page 282; thence along said North line of Reel 372, Page 282 North 90000'00" East, 934.09 feet; thence continuing along the North line of Reel 372, Page 282 South 89046'34" East, 267.01 feet; thence leaving the North line of Reel 372, Page 282 South 00040"48" East, 1891.76 feet to the TRUE POINT OF BEGINNING, containi.ng 43.9 acres. !~ 907DESC2.D16 ....-'.., "-'-'-""'~"'-'---"."""'-'-"'~-"".""'''''' - " ~ .. .. .po", t ~. ~ ~ " ~ ~ ~ J! OJ Q ~.... . ~ ~ ~ ~ ~I ! ~ I ~ ~~iQt~;; ~ ~ '" ~ '" ~ Ili ~ ~ ~ 'l! ~ 'l! 'l! ~ "" '" "i os "'" . ... ~ " ... .... '" 0) . ~ c: .9- ~ ~ .S!.c:: 'i;: ....1II~ ~ ")-~ ~ ~ c: ~t1 ~~ :;:: .... c)t1 co ~~~ ~ Q) ~ 01 CI)~c:~ ~ .... o~ o~:;:; r-: <:U...; ~ J:: '\.~I1. _'t- ~g \,. .... ~ III ~ ~c:O~~ E V) :,g 't C) q) (.) '\. ~ (.) ~ Ib Ib....~?;. 'b :SCI) 1::..... C) ....~~~ .~ () <: () ~ .(.) 'l:>'tlb:S ~'\:S::!~ t:)- O. \) 'l:>CI) I:: ~ .3~~ll)~ Exhibit B (Page 2 of 2) Map of Leg~LQescription ----- I , /I \ " \ II I I I \ I I , I I , r r , '/ I I I , . I \ I r ' I I \ , I ,\ I , I , I , I \ I , I , I I I 1 , I , I , I I I , I I I ..-, <I 3.. i1 ~~ ~ "I:: 0( ~~ ~ ~ II ~ ~ :! .. .. .. ... ~ ~ ~ ~ .. ~ !t ~.. ~! ~a ~ h ~~~~ ~~dl~ ~~~~Ii ~;~S~~ , I I ~ : ~ : , 't I :; f , I I I I , ....,-.-1-- --- \I) .... "- ...'" r~ ~~ ~;~ ~~!~ e~~~ , , ~, :' \\ '~ : \ ~~ ~ \ ~Sl. \ ~~ t \ ~~ ~ \ It. , 1 ~~: : ";~: ! I , \ I , \. ~ ....~ ~ 'l::~ ~-.~ '-i ..." ~ o!,! .~ <i~ ~.... ~ ,<:;:r h- ~ ~:;\~ :::i~!;;~ ~! S"'~~'" ~ ~1;; ~i:!\ii'" ll::~ e~~~~ ~~"'~7 g~~~ ~i ~u~~.... I =~~~ I ~ <:i~ll:~OQ I ~~ -.: () .. ~~ I 8~~ ~ ~ i~~ ... / ~~ <> B.: ~ Ot:~ "- ~1Ir.. ' . h('lIj~~~ Is ~~~ 'o!.~ ' I "<: , I a-tl:i ~~"'(:i" 'l:: ~~!i ~L; a-~~~~l~ cUj~....'i (, \." ~... J r ~_.,",".....-~,~--_.,,- , ~"'''-'"-''''''~--''''--' -r- ~: l:I'" e~ i~ '::7"0.~~ I~ 'l! I.j =Ii ~ ~ ~ a ..MOl" .. ..",..,t>>J>>" ~ ~ ~ r~ J ~ sa ~ ~ ~ ~ ,. ~ i ::nt:JJTIz:L ~ " ... * ~ " ATTACHMENT~ page..b!L of d ~ i~t ~ ~ ~uueg a: ~<I;tl!il -- ---- ~~-:=====~~ , k~ l::ll , ~ < < t , < \ I , , , I I I I I I I I , \ I I I , \ I , I I I I I I I , I I I I I , : I I -!l. II J:: ~ "- ~ a -. ~ l I .. ~ ... ~ ~ l!~ ~: ~.. ~~ ~~ M .. k ~~ ~... ~~ "-~ .. ~ ~:1 .. I.j '" .. - ... ~ I . ~ ' I I I' I I ,'" - ~~ I : 1.~ -.;., I I I/"f~~" l!~ \ I, !:~ ~ I I : !:~ii \ .. ~-. , :~.;.t I iel ~ ~ ~ a 't .... , , I I I , I I I I I I I , , , ... ~-' ------ "" ~.l/IJ'.tJD "...-- r I , , I I I , I I I , I 100 ~! &~ .. ~. ... , , ----- u 3 ~ i .... ~ ~ x. ... z~ ~ ~oo~ z)d ",...in", ~ g-z- .... ~~~ ~~~ ~ 8~o O~5 "--. <<fY :z: "'\: 4 , , . . I , . . . I , , , . , , a~ ~~ i~ ATTACHMENT~ Page -LiL.. of tt!:J 3. EXHIBIT C First American Title Insurance Company of Oregon MARION COUNTY - MAIN OFFICE WIUAMElTE DlvISIO,. 2BO Llbe"y Sl S.E., Suite 100 P.O. Eklx 825 Salem, Oregon 91308 Phone (503) 581-0555 FAX (503) 362.9871 August 20, 1997 City of Woodburn 270 Montgomery Street Woodburn, Oregon 97071 2ND SUPPLEMENTAL REPORT ONLY No liability is assumed hereunder until the policy is issued and the f~l polioy premium has been paid. Attn: Randy Raman Order No. 219998-M We are prepared to issue a title insurance policy in che form requested, insuring the title to the land described herein. SEE ATrACKED LEGAL VESTEE STATE OF OREGON, acting by and through the Department: of Administrati.on Services ~:;::: Dated as of August 14 1997 at 5:00 p.m. Subject to the usual pri.nted exceptions and stipulations, and the fallowing: 1. Taxes for the year 1996.97 iUlod possibly, other years are exempt due to State Ownership. :l _ Easement. including the te:rll1S and provisions thereof, conveyed to City of Woodburn, a municipal corporartion of the State of Oregon, by instrument reoorded October 24, 1978. in Reel 143, Page 1691. Fi~ Records for Marion County, Oregon. 3. Easement, conveyed State of Reel 173, including the terms to city of Woodburn, a Oregon, by instrument Page 831, Fi~ Records and provisions thereof. municpal corporation of the recorded June 28, 1919, in for Marion County, Oregon. ST4YTnN BRAHot '181 N. ""'_,1 P.O. eo. 53) SIO)'lon. Orwvoo 97:l1l3 PMI\ll (503) 7~11 FAX: (:;oJ) T6~~ !!A1iT UUlllIlUoN(:H 18l!O Ho""''''''' _.1 H.e.. 51.. 230 SIIom. 0._ S't3g:J """"" (!\O3) 3~ 1 FAX: (511315&">-1681 WOODIIUIlN BRANCH ~'~U~IPO.~'~ -... Otogon e7W1 PhoM 15031 ee'-<>O'81 FAll: (S031181-<>009 KaniR IlfWOCH 560S Inland 6h..n ""y /(Q, Suil. 1 Clll K....,. o..o<>n 873G3 _ (503] 3Il4-4IlO' 1 FAll: (!.03) ~ OTHER BRANCHES AND ESCROW OFFICES LOCATED IN THESE COUNTlES UHCQUI COUNTY POLl{ CQUNTY ;r.3 N. <;oasl1llgnWay1 P.O. aclll77 IlC17 MOl SL 1 P,Q, Boo....' No-. Oregon 8131l.S 0&"" Otoogon gT.12 PI1one(S01)~' 1 FAX: (SO, I 26501332 _ '-I C23-65'31 FAll: lS03l~e211 coos C:llUNTT _ c:..mr-r:ioI51 Cool Iley, Or.gon 17_ """'" (54112&01,,, F/.l(; (SiH U9004711 U>I" COUNTY BENTON COUNTY 1530 s.l;, 9Ih.........., P.O. _ 88' S8:I NW. \/a.a""", 1 P.O_ act 961 ~. Oreoon 1732' CD""'. ""9"" IT.DI PI10ne 15001)126088081 FAX: l54') 9lI7-Mll3 PI10ne (5<1')751-'_1 FAA: 15<1117:13"'"' 1 , ATTACHMENT~ -~.age J.:L of el ~ Order No. 2~9998-M 2ND SUPPLEMENTAL TITLE REPORT August 20, 1997 Page 2 4. We find no apparent recorded means of ingress or egress to or from the herein described property to any legally dedicated pub1i.c road or highway. The above exception will be removed upon satisfactory evidence that there actually is a recorded means of ingress and egress to and from the said property. 5. The herein described property appears to be a portion of an existing tract. We find no partition plat of record. A sale or conveyance of said parcel may be in violation of the partition statutes as set out Under ORS 92.010 - 92.190. Very truly yours, FIRST AMERICAN TITLE INSURANCE COMPANY OF OREGON ~i~, A. Wi1-son Title Officer LAW: kk Escrow Closing: First American Title Insurance Company of Oregon ~re1in~ary Hi11ing.....Premium..$175.00 100 Indorsement.........Premdum..$ 50.00 116 Indorsement..,......pre=dum..$ nlc 8.1 Indorsement...-_....premium..S n/c Government Service Fee..Pr~um..$ 30.00 THANK YOU for using FIRST AMERICAN TITLE INSURANCE COMPANY OF OREGON Where our Customers are FIRST To'. -_.. ------y--..'.- ATTACHMENT~ Page.1.S.- of .;l.~ Order No. 21~998-M 2ND SUPPLEMENTAL TITLE REPORT August 20. 1997 page 3 A tract of land being a portion of that tract of land described in Reel 372. Page 282. located ~ the Southwest one-quarter of Section 3. Southe~~~ one-quareer of Section 4. Northeast one- quarter of Section 9. and the Northwest one-quarter of seccion 10, Township 5 South, Range 1 West of the Willamette Merdi.an, Marion County, Oregon, said tract also being a portion of MRS. DENNIS- TRACT located in the Truman Bonney Donation Land Claim No. 61 being more pareicularly descr1bed as follows: Beginning at a point on the North line of the Christopher C. Cooley Donation Land Cla~ No. 41, said point being North a90 52' 42" West. 632.35 feet (West 9.67 chains per MRS. DENNrS-TRACT and Reel 372, Page 292) fram the Northeast corner of said Christopher c. cooley Donaeion Land Cla~ 41. thence along the North line ago 52' 42" west, 1699.79 feet to a 1 1/4 inch iron pipe; thence continuing along ~aid North line Soueh 890 54' 51w West 616.35 feet; thenc~:~av~g said North line North 000 40' 48" West, 1891.76 feet to a po~t on the North line of said Reel 372. Page 282; thence along said North line South 890 46' 34" East. 2347.12 feee to the Northeast corner thereof, said corner being North 000 1.6', 26" west, 1.00 feet from a seeel fence post in concrete; thence along the East line of said Reel 372, Page 282, also being a Northerly-Southerly tence line. South 000 16' 26" East. 1885.16 feet (South 28.78 chains per Reel 372. Page 282 and MRS. DENNIS- TRACT) to a poine 1n the north line of said Donation Land Claim No_ 41 and the Po~t of Beg~~g. said point being South 000 16' 26" East, 0.99 feet from a steel fence post. ~- T-- ,- '---'-"'~'--'- ATTA~H~ENT~ Page of 0) ..a EXHIBIT D AFTER RECORDING RETURN TO" Oregon Youth Authority 530 Center St. NE Salem, OR 97301-3740 Attn: Memorandum of Ground Lease DATED: ,1997 BETWEEN: STATE OF OREGON, acting by and through its Department of Administrative Services, by and for the Oregon Youth Authority ("LANDLORD") AND: CITY OF WOODBURN, OREGON ("TENANT") Pursuant to a Ground Lease of even date herewith, Landlord leased to Tenant that certain real property in Marion County, Oregon, more particularly described on the attached Exhibit B (the "Property"). If not earlier terminated, the Ground Lease shall expire on January I, 2027, unless extended by means of renewal options as described in the Ground Lease. Among other provisions, the Ground Lease provides that Tenant may not assign any of its rights under the Ground Lease, or sublet or transfer all or any portion of the Property, or confer a right of use of the Property or any portion thereof to third persons, without the prior written consent of Landlord. ~ :..f. . ~/.~....... This Memorandum of Ground Lease shall in no way amend or alter any provision of the Ground Lease IN WITNESS WHEREOF, the parties have caused this memorandum to be executed as of the day and year first above written. LANDLORD: STATE OF OREGON, acting by and through its Department of Administrative Services, by and or the Oregon Youth Authority By: Title: n ~ l, .: By: Title: TENANT: CITY OF WOODBURN, OREGON By: Title: Nancy A. Kirksey, Mayor g: Ibn ickl el worddatalgmdlese .doc 13 -r-'-'-~-"'-' 1r ATTACHMENT 1 Page silIL of ~ STATE OF OREGON ) , ) ss. County of ~A.\ ) The foregoing instrument was adm wledged before me on this /o'fA day of ~:;:. , 1997, by , who is the ~artment of Administra lye S IC S, on behalf of the State of Oregon. .. .-~ OFFICIAL SEAL ': ~Te KITSY R. GRIFFITH \~;' NOTARV PUBLIC-OREGON . ~;~'$..' COMMISSION NO, 300980 OMMISSION EXPIRES JULY 14, 2001 STATE OF OREGON County of rf)A,//trJ ) ) ss. ) "5 YJ!h.e fOr~ing instrument was ace~u..d~ ,oo;ore me on this f. Vwl V , 1997, by I ,/ Director of the Oregon Youth Authority, on behalf of the State of Oregon. ~u f J(jMfh Notary Public for Oregon My Commission expires: / D f ;;?Jao /:5~ day of , who is the '~yi:_';'. STATE OF OREGON ) ) ss. County of ) The foregoing instrument was acknowledged before me on this day of , 1997, by who is the Mayor of the City of W oodbum, an Oregon municipal corporation, on behalf of such corporation. Notary Public for Oregon My Commission expires: g: \bnickle\worddata\gmdlese. doc 14 r . ATTACHMENT~ Page!i1L of ..:l ~ EXHIBIT B LEGAL DESCRIPTION Lease Tract A tract of land being a portion of that tract of land described in Reel 372, Page 282, located in the Southwest one-quarter of Section 3, Southeast one-quarter of Section 4, Northeast one-quarter of Section 9, and the Northwest one-quarter of Section 10, Township 5 South, Range 1 West of the Willamette Meridian, Marion County, Oregon, said tract also being a portion ofMRS, DENNIS-TRACT located in the Truman Bonney Donation Land Claim No. 61 being more particularly described as follows: Beginning at a point on the North line of the Christopher C. Cooley Donation Land Claim No. 41, said point being North 89052'42" West, 632.35 feet (West 9.67 chains per MRS. DENNIS-TRACT and Reel 372, Page 282) from the Northeast comer of said Christopher C. Cooley Donation Land Claim 41; thence along said North line North 89052'42" West, 1699,29 feet to a 1 1/4 inch iron pipe; thence continuing along said North line South 89054'51" West 616.35 feet to the TRUE POINT OF BEGINNING of this described tract ofland; thence continuing along said North line South 89054' 51" West, 500.03 feet; thence leaving said North line North 00040'48" West, 540,03 feet; thence South 89054'51" West, 725.04 feet; thence North 00020'06" East, 1354.54 feet to a point on the North line of the property described in Reel 372, Page 282; thence along said North line of Reel 372, Page 282 North 90000'00" East, 934.09 feet; thence continuing along the North line of Reel 372, Page 282 South 89046'34" East, 267.01 feet; thence leaving the North line of Reel 372, Page 282 South 00040'48" East, 1891.76 feet to the TRUE POINT OF BEGINNING, containing 43.9 acres. i:i~~.i;: g: \bnicklelworddata\gmdlese. doc 12 ._-"-"~,-".....,,._.._-~~,,....,-..,~ - ATTACHMENT~ Page..z.s. of c:13 TEruMmATIONAGREEMENT This TERlv1INATION AGREEMENT (this "Termination Agreement") is made by and between the STATE OF OREGON, acting by and through its Oregon Youth Authority ("OYAn), and the STATE OF OREGON, acting by and through its Department of Arlm;n;~tive Services ("DASn), and the CITY OF WOODBURN, OREGON, an Oregon municipal corporation (the "City"), as of this day of , 1997, Recitals: A. The State of Oregon, acting by and through its Children's Services Division, and the City are parties to that certain Agreement, effective July 6, 1977, regarding, .among other things, the construction of a sewage treatment facility (the "Agreement"). The State of Oregon, acting by and through its Department of General Services, as Lessor, and the City, as Lessee, are parties to that certain Lease, dated July 5, 1977 (the "Lease"). OYA is a successor to certain portions of the Children's Services Division and DAS is the successor to.the Department of General Services. The Agrep.ment and Lease pertain to certain real property in Marion County, Oregon legally described in the Lease (the "Property"). ~~: B. The parties desire to terminate the Agreement and the Lease, which shall be superseded by a Land Sale Contract and Ground Lease of even date herewith. Agreements : NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Termination. The parties hereby terminate the Agreement and the Lease and the rights and obligations therein and agree that the Agreement and the Lease are of no further force or effect as of the date fIrst set forth above, 2. Concurrent Agreements. Concurrent with the termination of the Agreement and the Lease, the parties agree to enter into a Land Sale Contract and Ground Lease, which relate to some or all of the Property. Page 1 - TERMINATION AGREEMENT ,..-.-, -...-..-'"'-,-----...",.-"' - ATTACHMENT A Page ~ of c;l..3. IN WITNESS WHEREOF, the parties have executed this Termination Agreement effective as of the date fIrst set forth above, STATE OF OREGON, acting by and through its Oregon Youth Authority c/J0 " . ~- L/~""""""""--' -_~~. ;:? By: /C/ ,./-/' ~. . -., ,..,.' Title: /'//.. t./..~ ~-->-t STATE OF OREGON, acting by and through its Department of Administrative Services BY:~~ Title:(' . ~. CITY OF WOODBURN, an Oregon municipal corporation By: Title: DPS:cfs:061097 G:\DPS\TERMINA TE.l Page 2 - TERMINATION AGREEMENT i-~-- I