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Res 1060 - Lease Agmt Build Ins COUNCIL BILL NO. 1310 RESOLUTION NO. 1060 A RESOLUTION AUTHORIZING A LEASE AGREEMENT WITH MARION COUNTY FOR A COUNTY BUILDING INSPECTION OFFICE IN CITY HALL. WHEREAS, ORS 190.010 authorizes units of local government to enter into cooperative agreements for the performance of functions and activities to better serve the public; and WHEREAS, ORS 271.390 authorizes counties and cities to enter into lease agreements for conducting business of said bodies; and WHEREAS, it is in the public interest to locate a field building inspection office of Marion County in Woodburn for the convenience of area residents and coordination with city staff; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: SECTION 1. That the Mayor and Deputy City Recorder are authorized to sign and execute a "Building Le.ase" agreement with Marion County, a copy of whicp is atta hed for reference. 0--> /\ /7 /\ .. / /- Approved as to form: f/ I ~ ~ ) 6 (' / I City Attorney Date APPROVED: ~~ W KrA,4JA; FRED W. KYSER,' Mtf!PR Passed by the Council t.]IJnP 10. 1991 Submitted to the Mayor June 11, 1991 Approved by the Mayor June 11, 1991 Filed in the Office of the Recorder tlllnp II. 1991 ATTEST: ~~~ Mary Tenn ,Deputy Recorder City of Woodburn, Oregon Page 1 - COUNCIL BILL NO. 1310 RESOLUTION NO. 1060 "~- _ .~~__ '~____"N'.~'_._____~ .__ BUILDING LEASE THIS LEASE AGREEMENT, made and executed this _ day of ,19 by and between the CITY OF WOODBURN, a municipal corporation (hereinafter referred to as 'Landlord'), and MARION COUNTY, a political subdivision of the State of Oregon (hereinafter referred to as 'Tenant'). WITNESSETH: In consideration of the rent hereinafter specified and the covenants, terms and conditions hereinafter contained, the parties agree as follows: 1. PREMISES. Landlord hereby leases and demises to Tenant, and Tenant hereby leases from Landlord on the covenants, terms and conditions hereinafter set forth, those premises situated in the City of Woodburn, at County of Marion and State of Oregon, located for reference in the basement area, City Hall, 270 Montgomery Street, Woodburn, Oregon 97071. 2. PURPOSE Said premises shall be utilized by Tenant for the operation of a building inspection branch office on behalf of the Marion County Building division and for no other purpose without the written consent of Landlord being first obtained. 3. TERM OF LEASE. The term of this lease shall be ten (10) years, commencing on the first day of July, 1991, unless Tenant shall have occupied the premises and commenced its normal business operation on an earlier date, in which case this lease shall commence on such date. Notwithstanding any other term of this lease, either party may terminate this lease with or without cause and without penalty to either party upon one hundred twenty (120) days written notice. 4. RENT. A. Tenant shall pay rent at a rate of $0.60/sq.ft. per month, on or before the first day of each calendar month, except that if the obligation to pay rent commences on other than the first day of a calendar month, pro rata adjustment of such rent shall be paid, based on a thirty (30) day month. For subsequent years, beginning January 1, 1994, the amount of rent payable will be adjusted not more than 1 0 percent or less than 6 percent, based on the latest Portland Consumer Price Index available at the beginning of each year. 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. C. Rent will be adjusted with the construction credit referenced in Section 7 of this agreement until such reimbursable credit for construction costs are exhausted. Page 1 - BUILDING LEASE T" ." ~ " -1'--" --.-- -".- 5. USE OF PREMISES. A. Tenant will not make any unlawful, improper or offensive use of the premises; and will not suffer any strip or waste thereof and will not permit any unlawful noise or odor to escape or to be emitted from the premises or do anything or permit anything to be done upon or about the premises in any way tending to create a nuisance; and will not sell or permit to be sold any alcoholic liquors on said premises, excepting such as Tenant may be licensed by law to sell and as may be herein expressly permitted. B. Tenant will not allow the leased premiSes at any time to fall into such a state of repair or disorder as to increase the fire hazard thereon; and shall not install any power machinery (other than normal office/business equipment) on said premises except under the supervision and with written consent of the Landlord; and shall not store gasoline on said premises at any time; and will not unlawfully use said premises in such a way or for such a purpose that the fire insurance rate on the building in which said premises are located is thereby increased or that would prevent Landlord from taking advantage of any rulings of any agency of the state in which said leased premises are situated or its successors, which would allow Landlord to obtain reduced premium rates for long.term fire insurance policies. C. Tenant shall comply, at Tenant's expense, with all laws and regulations of any municipal, county, state, federal or other public authority respecting the use of the premises. D. Tenant shall regularly occupy and use the premises for the conduct of Tenant's lawful purpose, and shall not abandon or vacate the premises for more than ten days without written notice to Landlord. 6. UTILITIES. Landlord shall pay for all heat, light, power, and other services or utilities used in the above- described premises. 7. TENANTS REPAIRS AND IMPROVEMENTS. Page 2 - A. 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; repair all interior sewer and water plumbing; 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. B. In order to facilitate the initial location and accommodation of Tenant's building inspection branch office in the basement of City Hall, Tenant agrees to make such changes, alterations or improvements as may be necessary to fit the premises for such use; and all permanent building fixtures and building improvements of every kind installed by Tenant shall remain the property of Landlord. In consideration of Tenant's construction cost Landlord agrees to credit said construction costs applicable to permanent building fixtures and improvements against the rent owed in Section 4 of this agreement. In no BUILDING LEASE case shall this credit be converted into cash payable to Tenant, even at termination prior to exhaustion of the credit. 8. 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, and exterior 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. 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 conduct its normal business operations. D If Landlord makes an emergency entrance to the premises under paragraph C above, the Landlord or his agent shall immediately notify the Marion County Building Inspection Division. E. The Tenant accepts the premises as is. 9. RIGHT OF ASSIGNMENT. Tenant shall not assign, transfer, pledge, hypothecate, surrender or dispose of this lease, or any interest herein, sublet or permit any other person or persons whomsoever to occupy the premises. 10. LIENS. Tenant shall not, by reason of Tenant's acts or omissions, allow any lien of any kind, type or description to be placed or imposed upon the building in which said leased premises are situated, or any part thereof, or the real estate on which it stands. 11. ICE. SNOW. RUBBISH AND DEBRIS. Landlord shall at all times make reasonable efforts to keep the driveway, parking and sidewalks of the premises free and clear of ice, snow, rubbish and debris. Landlord shall not permit rubbish or debris to accumulate on the roof of said building so as to stop up or obstruct gutters or down spouts or cause damage to said roof. Landlord shall save harmless and protect Tenant against Page 3 - BUILDING LEASE ""---",..__.__..~-".~ "'..~-"'."'_.'-~"-~-'~"'~'--' any InJury, whether to Landlord's property or to any other person or property caused by Landlord's failure in this regard. 12. OVERLOADING OF FLOORS. Tenant will not overload the floors of said premises in such a way as to cause any undue or serious stress or strain upon the building in which said premises are located, or any part thereof, and Landlord shall have the right, at any time, to call upon any competent engineer or architect whom Landlord may choose and at Landlord's expense, to decide whether or not the floors of said premises, or any part thereof, are being overloaded so as to cause any undue or serious tress or strain on said building, or any part thereof, and in the event that the engineer or architect so called upon shall decide that in his. her opinion the stress or strain is such as to endanger or injure said building, or any part thereof, then and in that event Tenant agrees immediately to relieve said stress or strain, either by reinforcing the building or by lightening the load which causes such stress or strain in a manner satisfactory to Landlord. 13. ADVERTISING. Tenant may use the outside walls of said premises for signs or devices to be attached thereto or suspended therefrom, for giving notice to the public that Tenant is using the premises for public purposes. Any signs or devices shall be reviewed by the Landlord prior to installation. The Landlord shall not unreasonably withhold consent to installation, unless the signs or devices cause structural damage or violate building or sign codes. 14. LIABILITY INSURANCE. Tenant is a self-insured entity for general liability claims under the provisions of the Oregon Tort Claims Act. Tenant agrees to and shall indemnify and hold harmless Landlord against any and all claims and demands arising from the negligence of Tenant, its officer, agents, or employees, and shall at Tenant's own expense defend Landlord against any and all suits or actions arising out of such negligence of Tenant, its officers, agents or employees, actual or alleged, and in all appeals therefrom. 15. 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. 16. 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 casually Page 4 - BUILDING LEASE ----_.._-,-_..".~.._---~~-_...._~_. to the extent of sixty (60) percent or more of the sound value of said building, the Landlord may or 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 01 said damage; if said notice is not so given, Landlord conclusively shall be deemed to have 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 take possession and occupy, to 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. 17. 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 01 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 his own insurance protection at his 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 a joint insured. lB. 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. 19. ATTACHMENT. BANKRUPTCY OR DEFAULT. A. Provided, always, and these presents are upon these conditions, that (1) if Tenant shall be in arrears in the payment of said rent for a period of ten (10) days after the same becomes due, or (2) if Tenant shall fail or neglect to do, keep, perform or observe any of the covenants and agreements contained herein on Tenant's part to be done, kept, Page 5 - BUILDING LEASE performed and observed and such default shall continue for ten (10) days or more after written notice of such failure or neglect shall be given to Tenant, or (3) n Tenant shall be declared bankrupt or insolvent according to law, or (4) n any assignment of Tenant's property shall be made for the benefit of creditors, or (5) n on the expiration of the lease Tenant fails to surrender possession of said premises, then and in either or any of said cases or events, Landlord or those having Landlord's estate in the premises, may terminate this lease and, lawfully at Landlord's or their option, immediately or at any time thereafter, without demand or notice, may enter into and upon said premises and every part thereof and repossess the same as Landlord's former estate, and expel said Tenant and those claiming by, through and under Tenant and remove Tenant's effects at Tenant's expense, forcibly n necessary, and store the same, all without being deemed guilty of trespass and without prejudice to any remedy which otherwise might be used for arrears of rent or preceding breach of covenant. B. Any property which Tenant leaves on the premises after abandonment or expiration of this lease, or for more than ten (10) days after any termination of this lease by Landlord, shall be deemed to have been abandoned, and Landlord may remove and sell said property at public or private sale as Landlord sees fit, without being liable for any prosecution thereof or for damages by reason thereof, and the net proceeds of said sale shall be applied toward the expenses of Landlord and rent as aforesaid, and the balance of such amounts, n any, shall be held for and paid to Tenant, except that notwithstanding any other provision of this lease agreement, including but not limited to this section, any and all property by whatsoever description, which is now owned or may later be acquired and wherein proprietary title is vested in either the Government of the United States or the State of Oregon or any of their political subdivisions, and in that event Landlord may not take possession or seize, nor may Landlord liquidate said property at sale or otherwise, but shall notify said Government of the United States or the State of Oregon or any of the political subdivisions thereof and provide a reasonable opportunity for the property to be removed from the premises and the owner to take possession thereof, all other property excepted. 20. 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 at 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. 21. WAIVER. Any waiver by Landlord of any breach of any covenant herein contained to be kept and performed by Tenant shall not be deemed or considered as a continuing waiver, and shall not operate to bar or prevent Landlord from declaring a forfeiture for any succeeding breach, either of the same condition or covenant or otherwise. 22. NOTICE. Any notice required by the terms of this lease to be given by one party hereto to the other, shall be sufficient n in writing contained in a sealed envelope, deposited in the U.S. mail, certnied mail with postage fully prepaid, and n intended for Landlord herein, then addressed to said Landlord at City of Woodburn, 270 Montgomery Street, Woodburn, Oregon 97071, and n intended for Tenant, then addressed to Tenant at Marion County Board of Commissioners, Marion County Courthouse, Salem, Oregon 97301. Any such notice shall be deemed conclusively to have been Page 6 - BUILDING LEASE _... ,,- .- -.- -"-~. . ---_.. ......-.-.--... ....--. --~~ delivered to the addressee thereof forty-eight (48) hours after the deposit thereof in said U.S. mail, certified. Either party may give the other party notice of its official address for the purposes of this paragraph. 23. HEIRS AND ASSIGNS All rights, remedies and liabilities herein given to or imposed upon either of the parties hereto shall extend to, inure to the benefit of and bind, as the circumstances may require, the heirs, executors, administrators, successors and, so far as this lease is assignable by the term hereof, to the assigns of such parties. 24. LEASE RENEWAL. A. If this lease is not then in default, Tenant shall have the option to renew this lease for an additional period of five (5) years each following the original term. The option shall be exercised by written notice given to Landlord not less than ninety (90) days prior to the expiration date of this lease. In the event Tenant elects to exercise this option, then the rental payment set forth in paragraph 4A and all other terms, conditions, stipulations, covenants and restrictions herein contained shall continue in full force and effect unless moclnied in writing by the parties and attached hereto as an amendment. B With respect to the renewal period, Landlord shall have the right to cancel the renewal option by written notice given to Tenant not less than one hundred eighty (180) days prior to the expiration date of the lease term. 25. 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 construing this lease, it is understood that Landlord and Tenant may be more than one person; that iI the context so requires, 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 day year first hereinabove written, any corporation signature being by authority of its Board of Directors. LANDLORD: Byl:~~ BY BY:MAa~Nf~~ER BY: TENANT: Page 7 - BUILDING LEASE T "". --",..