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Res 1369 - Build Lease w/NORCOM .-.,. COUNCIL BILL NO. 1730 RESOLUTION NO. 1369 A RESOLUTION ENTERING INTO A BUILDING LEASE WITH NORTH MARION COMMUNICATIONS (NORCOM) AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT. WHEREAS, North Marion Communications (NORCOM) is an intergovernmental entity created by intergovernmental agreement pursuant to ORS 190.010, and WHEREAS, the City of Woodburn participated in the creation of NORCOM and is a member agency, and WHEREAS, the city wants to work cooperatively with NORCOM so that the members of the Woodburn community can be best served, NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the Mayor and City Recorder are authorized to execute, on behalf of the city, a Building Lease with North Marion Communications (NORCOM). Section 2. That a copy of said Building Lease is attached hereto and, by this reference, incorporated herein. _ /'\ C ~ L Approved as to fo,,~)l~~) b I {g- if fa City Attorney Date APPROVED: ~ Nancy A. June 24, 1996 June 25, 1996 June 25, 1996 June 25, 1996 Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: fYl ;;;~ M~nnant, City Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1730 RESOLUTION NO. 1369 1-';' BUILDING LEASE This Lease made and entered into this :J-b -r:f. day of ::) Lul €.- . 1996, by and between the City of Woodburn, an Oregon municipal corporation, herein referred to as "Landlord," and North Marion Communications (NORCOM), an intergovernmental entity created by intergovernmental agreement pursuant to ORS 190.010, herein referred to as "Tenant". WITNESSETH: In consideration of the rent hereinafter specified and the covenants, terms and conditions herein, the parties agree as follows: 1 . PREMISES. A. Landlord owns a building commonly known as "Woodburn City Hall," located at 270 Montgomery Street, Woodburn, Marion County, Oregon 97071. Landlord hereby leases and demises to Tenant, and Tenant hereby leases from Landlord on the terms and conditions hereinafter set forth, those premises situated in the basement area of Woodburn City Hall, currently consisting of approximately 1200 square feet as more particularly described in the attached drawing which is Exhibit "A" hereto. B. Tenant accepts the Premises as is. 2. TERM The initial term of this Lease shall be for two years commencing on July 1, 1995, and ending on June 30, 1997. Either party may terminate this Lease with or without cause and without penalty to either party upon ninety (90) days written notice. 3. RENT A. Tenant shall pay rent of $1,185.00 per month, on or before the first day of each calendar month. Any rent which has been accrued but has not been paid shall be paid to Landlord upon the execution of this Lease. B. Tenant may prepay all or any portion of the rent. If this Lease is terminated for any reason, Landlord shall immediately refund to Tenant any rent paid by Tenant but not yet earned by Landlord. Page 1 - Building Lease ...-... .-.._'.,~._".",,,_..,.<""" ." , ,~ --.... I 4. USE OF PREMISES A. Tenant shall use the Premises for the operation of a 9-1-1 emergency/dispatch center and related offices and for no other purpose without first obtaining the written consent of Landlord. B. Tenant shall not use or ~lIow the Premises to be used for any unlawful, disreputable or hazardous purpose and shall observe and comply with all laws, rules and regulations of any municipal, county, state, federal or other public authority respecting the use of the Premises. 5. UTILITIES Landlord shall pay for all heat, light, power, and other utilities used in the above-described premises, excluding telephone services. 6. TENANT'S REPAIRS AND IMPROVEMENTS Tenant shall, at Tenant's expense during the term of the Lease, maintain and keep the Premises in good order, including all interior and exterior doors, replace all cracked or broken glass windows and doors of the Premises; repair all holes in the interior surface of the walls and floor of the premises caused by Tenant's act or omission; and repair any damage to portions of the building outside the Premises which is caused by Tenant's act or omission. Tenant further agrees to make no alterations, additions or improvements to or upon the Premises without obtaining the prior written approval of Landlord. Landlord shall not unreasonably withhold such approval. 7. LANDLORD'S MAINTENANCE OF PREMISES. , A. Landlord agrees to maintain during the term of this Lease the exterior walls, roof, and foundation of the building in which Premises are situated and the paved parking areas, paved street access, and to maintain in good order and repair the heating, interior wiring, exterior and interior plumbing and drain pipes to sewers or septic tanks. B. Tenant shall permit Landlord to use and maintain pipes, ducts and conduits in and through the Premises, and to erect the same, provided that Tenant's usable space is not unreasonably diminished and Tenant's use and enjoyment of the Premises is not unreasonably interfered with and that Landlord shall repair and refinish the affected areas after each such use by Landlord causing any damage thereto. Page 2 - Building Lease ..-'~ _._.._,...--,-"~-.....,.",-~---~..-.."..-.. 'T 1-- c. Landlord or Landlord's agents shall have the right to enter the Premises, upon reasonable written notice, except in cases of emergency, when no notice shall be required, to examine the same and to make alterations, improvements, repairs or additions as are required, provided Tenant's use and enjoyment of the Premises is not unreasonably interfered with and that Landlord shall repair and refinish the affected areas and Landlord shall be allowed to take all materials into and upon the Premises as may be required for any such purposes without the same constituting an eviction of Tenant, in whole or in part. However, in the event that Tenant's business is unreasonably interfered with, Tenant may at its option, recover through reduction, offset, deduction or abatement the pro rata portion of monthly rent paid for the period directly associated with the period that Tenant is unable to c~:)Oduct its normal business operations. D. Landlord shall furnish at Landlord's sole expense daily janitorial services each weekday and all janitorial supplies, required to maintain the Premises in a neat, clean and sanitary condition for the operation of Tenant's business. In the event Tenant wishes to assume the responsibility and the expense of providing janitorial services and supplies to the premises, it may do so and shall receive a $265.00 reduction in monthly rent, upon the giving of thirty (30) days written notice to Landlord. 8. DAMAGES Tenant shall be responsible for the direct costs of all damages to the facilities/properties associated with Tenant's programs and activities, not including normal wear and tear. 9. LIENS. Tenant shall not, by reason of Tenant's acts or omission, allow any lien of any kind, type or description to be placed or imposed upon the Premises, or any part thereof, or the real estate on which it stands. 10. Indemnitv. The Tenant shall indemnify the Landlord against any expense, loss, or liability paid, suffered, or incurred as the result of any breach of the Tenant, Tenant's agents, servants, employees, customers, visitors, or licensees, of any covenant or condition of this Lease or as the result of Tenant's improvements, use or occupancy of the Premises, or any careless, negligent, or improper acts or omissions of the Tenant, Tenant's agents, servants, employees, customers, Page 3 - Building Lease ............;. ',. ""..",...,._.^,---"",",,- ._,-~-~ 'II' 1-'"" visitors, or licensees. The Tenant's liability under this Lease extends to the acts and omissions of any sublessee or operator, and any agent, servant, customer, employee, visitor, or licensee of any sublessee or operator. Nothing in this Lease shall cause Landlord in any way to be construed as partner, joint venturer, or associated in any way with the Tenant in the operation of said Premises, or subject Landlord to any obligation, loss, charge, or expense connected with or arising from the operation or use of said Premises or any part thereof. 11 . LIABILITY INSURANCE. Tenant shall procure and maintain in force, at its expense, during the term of this Lease public liability insurance with insurers and through brokers approved by Landlord. Such coverage shall be adequate to protect against liability for all damage claims through publiC use of or arising out of accidents occurring in or around the premises and such liability insurance shall be provided in an amount at least equal to the liability limit for publiC bodies provided under the Oregon Tort Claims Act (ORS 30.260, m e.g.), as amended from time to time. 12. FIXTURES All partitions, plumbing, electrical wiring, and additions to or improvements upon said Premises, whether installed by Landlord or Tenant, shall be and become a part of the building as soon as installed and the property of Landlord, provided that Tenant may elect to remove any or all movable partitions paid for or otherwise owned by Tenant. All fixtures placed in or upon the Premises during the term of this Lease, other than Tenant's business fixtures, shall at Landlord's option, become the property of Landlord, with the exception of those fixtures where proprietary title is vested in either the federal, state or county government. Tenant shall have the right to remove any furniture, movable personal property and business fixtures used by Tenant in the conduct of business on the premises prior to the expiration or termination of this Lease. 13. DAMAGE BY FIRE OR CASUALTY. In the event of the destruction of the building in which said leased Premises are located by fire or other casualty, either party hereto may terminate this Lease as of the date of said fire or casualty, provided, however, that in the event of damage to said building by fire or other casualty to the extent of sixty (60) percent or more of the sound value of said building, the Landlord mayor may not elect to repair said building; written notice of said election shall be given to Tenant within fifteen (15) calendar days after the occurrence of said damage; if said notice is not so given, Landlord conclusively shall be deemed to have Page 4 - Building Lease ^--.,." elected not to repair; in the event Landlord elects not to repair said building, then and in that event this Lease shall terminate with the date of said damage; but if the building in which said leased Premises are located be but partially destroyed and the damage so occasioned shall not amount to the extent indicated above, or if greater than said extent and Landlord elects to repair, as aforesaid, then Landlord shall repair said building with all convenient speed and shall have the right to take possession and occupy, the exclusion of Tenant, all or any part of said building in order to make the necessary repairs, and Tenant hereby agrees to vacate upon request, all or any part of said building in order to make the necessary repairs, and for the period of time between the day of such damage and until such repairs have been substantially completed, there shall be such an abatement of rent as the nature of the injury or damage and its interference with the occupancy of said leased Premises by said Tenant shall warrant, and if the period of time should exceed ninety (90) days, then Tenant may elect to terminate this Lease with written notice to Landlord, effective on the date of damage; however, if the Premises be but slightly injured and the damage so occasioned shall not cause any material interference with the occupation of the Premises by Tenant, then there shall be no abatement of rent and Landlord shall repair said damage with all convenient speed. 14. WAIVER OF SUBROGATION. Neither Landlord nor Tenant shall be liable to the other for loss arising out of damage to or destruction of the leased Premises, or the building or improvements of which the leased Premises are a part or with which they are connected, or the contents of any thereof, when such loss is caused by any of the perils which are or could be included within or insured against by a standard form of fire insurance with extended coverage, including sprinkler leakage Insurance, if any. All such claims for any and all. loss, however caused, hereby are waived. Such absence of liability shall exist whether or not the damage or destruction is caused by the negligence of either Landlord or Tenant or by any of their respective agents, servants or employees. It is the intention and agreement of Landlord and Tenant that the rent reserved by this Lease has been fixed in contemplation that each party shall fully provide its own insurance protection at its own expense, and that each party shall look to its respective insurance carrier for reimbursement of any such loss, and further, that the insurance carriers involved shall not be entitled to subrogation under any circumstances against any party to this Lease. Neither Landlord nor Tenant shall have any interest or claim in the other's insurance policy or policies, or the proceeds thereof, unless specifically covered therein as an also-named insured. Page 5 - Building Lease r- 15. SURRENDER AT EXPIRATION. At the expiration of said term or upon any sooner termination thereof, Tenant will quit and deliver up said leased Premises and all future erections or additions to or upon the same, broom-clean, to Landlord or those having Landlord's estate in the Premises. peaceably, quietly, and in as good order and condition, reasonable use and wear thereof. damage by fire, unavoidable casualty and the elements alone excepted, as the same are now in or hereinafter may be put in by Landlord. 16. DEFAULTS BY TENANT Each of the following shall be deemed a default by Tenant and a breach of this Lease. A. Nonpayment of the whole or any portion of the rents herein reserved, or any other sum or sums of money due to Landlord from Tenant under the provisions hereof as and when due. B. Nonperformance by Tenant of any other covenant or condition herein contained on the part of Tenant to be kept and performed. C. Abandonment of the Premises by Tenant. D. The adjudication of Tenant as bankrupt. the making by Tenant of a general assignment for the benefit of creditors, the taking by Tenant of the benefit of any insolvency act or law, receiver or trustee in bankruptcy. Within thirty (30) days after written notice from Landlord demanding performance by Tenant with respect to any such default. Landlord may declare a forfeiture of this Lease and reenter upon the premises and remove all persons therefrom, and in addition or in lieu thereof, Landlord may, at its option, pursue any other remedy provided by law or in equity for the enforcement of the Landlord's rights under the provisions of this Lease. 17. WAIVER No waiver by either party of any breach of any of the covenants or conditions herein contained to be performed by the other party shall be construed as a waiver of any succeeding breach of the same or any other covenant or condition. Page 6 - Building Lease " .......-.. 1- 18. ASSIGNMENT. SUBLEASE OR LICENSE Tenant shall not assign or sublease the Premises or any right or privilege connected therewith, or allow any other person except agents and employees of Tenant to occupy the Premises or any part thereof without first obtaining the written consent of Landlord. A consent by Landlord shall not be consent for a subsequent assignment, sublease, or occupation by other persons., An unauthorized assignment, sublease or license to occupy by Tenant shall be void and shall terminate the Lease at the option of Landlord. 19. HOLDING OVER. In the event Tenant for any reason shall hold over after the expiration of this Lease, such holding over shall not be deemed to operate as a renewal or extension of this Lease, but shall only create a tenancy from month to month which may be terminated at will at any time by Landlord. 20. NOTICE. All notices required by the terms of this Lease to be given by one party to the other, shall be sufficient if in writing contained in a sealed envelope, hand delivered to the other party or deposited in the U.S. mail, postage prepaid and, if intended for Landlord herein, then addressed to City Administrator, City of Woodburn, 270 Montgomery Street, Woodburn, Oregon 97071, and if intended for Tenant, then addressed to NORCOM Director, 270 Montgomery Street, Woodburn, Oregon 97071 21 . LEASE RENEWAL Provided that Tenant is not in default under this Lease during the original term or any extension of this Lease, the parties shall have the option to extend this Lease for additional terms of one (1) year by Tenant providing City with ninety (90) days' prior written notice prior to completion of the Lease term. The extended term shall be on the same terms and conditions of this Lease except for the provisions regarding basic monthly rent. City shall have thirty (30) days after its receipt of Tenant's notice of extension to provide to Tenant a notice of its proposed increase in monthly rent. In the event Tenant agrees to said increase, the Lease shall be renewed for another one year term. In the event Tenant does not agree to said increase, this Lease shall terminate. Page 7 - Building Lease " _~~" ..~~;"",,,,'~'""___""~'_"""_'__",f____~ . 1--....... 22. AMENDMENT. This Lease may be amended only upon written agreement signed by Landlord and Tenant, which shall be attached to this Lease as an addendum. In constructing this Agreement, it is understood that Landlord and Tenant may be more than one person; that if the context so require~, the singular pronoun shall be taken to mean and include the plural, the masculine, the feminine and the neuter, and that generally, all grammatical changes shall be made assumed and implied to make the provisions hereof apply equally to corporations and to individuals. IN WITNESS WHEREOF, the respective parties have executed this instrument in duplicate on the ,;1.10 1f:.. day of ~'\ e , 1996. LANDLORD: By: I:~/"\ NANCY A. IRKSEY , MAYOR By: )'11 ~ -r~ ~NANT, CITY RECORDER TENANT: By: Approved as to f~ Bm~ Attorney for Landlord, N. ROBERT SHIELDS City Attorney Approved as to form: By: Attorney for Tenant Page 8 - Building Lease ........-..,~-~'_..-..,.,.>,. "'11"- .- ( '- ~ J 11.-- . EXHIBIT n An el-e.VA~!l:. L.O~f>V (E.')(I-:.-n ) .... Z W, o en Z o Z- a:~ :JO m- CZ oi ~:E ::>0 o ~ Z W CJ a: w :E 111 J ~,T. . ! I . ~l I ~! - , I ... .,'.'Z,- . f4) .....----~ C\ """\0 ..~., ~.~~. ~.. NIt ~ i1;,- ~~' !QU1..,..,1iiN T e,Q2l ,,'...," '1 .~ .1." Pl-IP~' __ ~'I. Vita /B~~ "01\ i..:: ~ ~ ~l rl ~; '" h.. b I ~I __ lt~ '4I'\I'U1'.~ . fa;.<<: 1'#1100- ~p".I1'41h ~~'^' ~ ~lAJW 1'0 ..~~r. , .........~'~.I'16t'1'I(.. "IIJZ 1"W.",.e"'APH~" ~~.~~~~.. ~~~oJ~~;:r.:'fI&oIlr '-/'ll~aJf~ >1... .g,"", .s. ~~ . 14 ~ ...... 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