HomeMy WebLinkAboutResolution 2022-14 04/18/2022 CITY OF SPRINGFIELD, OREGON
RESOLUTION NO. 2022-14
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO COMMERCIAL LEASES
OF THE BOOTH KELLY PROPERTY THROUGH JULY 1, 2027
WHEREAS, ORS 271.310(1) provides that whenever a political subdivision, including the City of
Springfield, owns real property that is not needed for public use or whenever the public interest can be
furthered, the political subdivision may sell, convey, exchange, or lease for not more than 99 years all
or any part of the property to another governmental body, private individual, or corporation;
WHEREAS, ORS 271.310(4) further states that a political subdivision may lease property that is not
immediately needed for public use if the property will not be needed for public use within the period of
the lease;
WHEREAS, ORS 271.360 requires that every lease entered into pursuant to the statutes must be
authorized by ordinance or order, including resolution, of the body executing the lease and shall
provide terms and conditions as fixed and determined by the governing body;
WHEREAS, the City of Springfield owns the real property commonly referred to as the Booth Kelly Mill
site (Map &Tax Lot 17-03-35-00-00307-1416799);
WHEREAS, the suites and other spaces within the Booth Kelly Mill site are not needed for public use
within the next five (5) years, and it is in the public interest to offer all or part of the property for lease
to other governmental bodies, private individuals, or corporations;
WHEREAS, the City Council would like to delegate its authority to enter into month-to-month leases
for all or part of the Booth Kelly Mill site to the City Manager because tenants of month-to-month
leases change regularly; and
WHEREAS, the City Council wishes to authorize the City Manager to enter into leases on the terms
and conditions as generally provided in the form of lease agreement attached as Exhibit A, or as may
be modified with approval from the City Attorney;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF SPRINGFIELD:
Section 1: The City Council hereby delegates its authority to enter into month-to-month
leases of the Booth Kelly Mill site to the City Manager, upon the terms and conditions as provided in
Exhibit A or other terms and conditions approved by the City Attorney.
Section 2: The City Council hereby delegates its authority to waive penalties and interest
regarding late lease payments to the City Manager, and delegates to the City Manager the authority to
take all other enforcement actions that the City Manager determines are necessary to enforce the
terms of a lease agreement including, but not limited to, issuing notices of default, terminating
tenancies, and accounting for security deposits.
Section 3: This Resolution terminates on July 1, 2027, unless extended by further resolution
of the City Council.
Section 4: This Resolution will take effect immediately upon adoption by the Council and
approval by the Mayor.
ADOPTED by the Common Council of the City of Springfield this 18 day of April , 2022,
by a vote of 5 for and 0 against. (1 absent - Pitts)
ATTEST:
TO &APPROVED
AS
AS TO FORM
�r�uza-1Cra�r�
DATE: 4118199
City Recorder S PRI NG FI ELD CITY ATTORN EY'S OFFICE
Resolution No.2022-14
Exhibit A, Page 1 of 16
COMMERCIAL LEASE AGREEMENT
Contract#
Date: [Date]
Between: City of Springfield ("Landlord")
A Municipal Corporation of the State of Oregon
225 Fifth Street
Springfield,OR 97477
And: [Tenant Name] ("Tenant")
303 S. 5th Street, Suite [##]
Springfield,OR 97477
Phone: [###-###-####]
Landlord leases to Tenant and Tenant leases from Landlord the following described
property(the"Premises")on the terms and conditions stated below:
Booth Kelly Center, 303 S. 5th Street, Suite[###], Springfield,Oregon 97477.
[Description of leased space with approximate square footage].
Section 1. Occupancy
1.1 Oriainal Term. The original term of this lease shall commence [Date] and continue
through [End date—one year unless otherwise agreed upon] unless sooner terminated
or extended as set forth in this Lease Agreement.
1.2 Possession. Tenant's right to possession and obligations under the lease shall
commence on [Date].
1.3 Renewal. Unless Tenant notifies Landlord in writing prior to the expiration
of the initial term,this lease will automatically renew on a month-to-month basis upon
the same terms and conditions provided herein,except that rent will be adiusted as
provided in Section 2.3. During the renewal term,this lease may be terminated by
either party without cause based upon 30 days written notice. Tenant shall have the
rEliti8
r
the tome the eptien is exeFeised.-
{00023566:1} C####-Commercial Lease Agreement:[Tenant Name]
Resolution No.2022-14
Exhibit A, Page 2 of 16
Section 2. Rent
2.1 Base Rent. During the original term,Tenant shall pay to Landlord base rent in the
amount of$ [Total annual rent] per year. Rent shall be paid in monthly installments of
$[Monthly rent] per month commencing on [Date] and continuing on the first day of
each month thereafter during the term of this Lease. Rent for any partial calendar
month will be prorated based on a thirty(30)day month for the number of days during
that partial month the premises are occupied by Tenant.
2.2 Additional Rent. In addition to the Base Rent,Tenant shall pay all utilities(see
Section 7.6),all real property taxes levied or assessed against the entire premises(see
Section 7.1)and all insurance premiums incurred by the Landlord for the premises(see
Section 6.1). The additional rent shall be paid by Tenant within ten(10)days after
demand therefore by Landlord; provided, however that at Landlord's sole discretion
option Tenant shall pay one twelfth of the estimated annual taxes and insurance
premiums each month with the base rent if the base rent is paid in monthly
installments.
2.3 Base Rent for Renewal Term. 1R the n eRt that Tr.r aRt n s the FeRewal
ept+eRs�,� ;eR t he base rent for the renewal term shall be adjusted for the first
month of the renewal term and every 12 months thereafter, by the increase in the
Western Region C.P.I.-U City Size B based on preceding 12 months percentages
speE 1.
2.4 Security Deposit. To secure Tenant's compliance with all terms of this lease,
Tenant shall pay Landlord the sum of$[Deposit amount] as a deposit. [Ifnew/ease for
prior tenantinciude the following:Tenant and Landlord agree that the deposit paid on
(date of original lease) under lease C####shall be applied to the present lease.]The
{00023566:1} C####-Commercial Lease Agreement:[Tenant Name]
Resolution No.2022-14
Exhibit A, Page 3 of 16
deposit shall be a debt from Landlord to Tenant, refundable within THIRTY(30)days
following expiration of the lease term or other termination not caused by Tenant's
default. Landlord shall have the right to offset against the deposit any sums owing
from Tenant to Landlord and not paid when due,any damages caused by Tenant's
default,the cost of curing any default by Tenant should Landlord elect to do so,and the
cost of performing any repair or cleanup that is Tenant's responsibility under this lease
or any damage to premises caused by Tenants conduct,under this lease or under prior
lease C1371. Offset against the deposit shall not be an exclusive remedy in any of the
above cases, but may be invoked by Landlord,as its option, in addition to any other
remedy provided by law or this lease for Tenant's nonperformance. Landlord shall give
notice to Tenant each time an offset is claimed against the deposit,and, unless the
lease is terminated,Tenant shall within TEN (10)days following such notice deposit
with Landlord a sum equal to the amount of the offset so that the total deposit amount,
net of offset,shall remain constant throughout the lease term.
Section 3. Use of the Premises
3.1 Permitted Use.
The Tenant shall use and occupy the Premises continuously during the term of the
lease. The premises shall be used for[description of tenant's approved uses of the
leased premises] and for no other purpose without the consent of Landlord,which
consent is in Landlord's sole discretion.
There will be no storage of Tenant's merchandise, inventory,equipment or other
materials outside the leased premises. Other than the leased premises, no other areas
of Booth Kelly building or the Booth Kelly parking area and grounds shall be utilized for
storage by Tenant. [Description of any approved use of parking areas,storage aside
from vehicle parking,such as cafe parking,etc.]Tenant parking is not to exceed [#]
vehicles.
3.2 Restrictions on Use. In connection with the use of the Premises,Tenant shall:
(a) Conform to all applicable laws and regulations of any public authority
affecting the premises and the use,and correct at Tenant's own expense any failure of
compliance created through Tenant's fault or by reason of Tenant's use, but Tenant
shall not be required to make any structural changes to effect such compliance unless
such changes are required because of Tenant's specific use.
(b) Refrain from any activity that would make it impossible to insure the
Premises against casualty,would increase the insurance rate,or would prevent
Landlord from taking advantage of any ruling of the Oregon Insurance Rating Bureau,
or its successor,allowing Landlord to obtain reduced premium rates for long-term fire
insurance policies,unless Tenant pays the additional cost of the insurance.
{00023566:1} C####-Commercial Lease Agreement:[Tenant Name]
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(c) Refrain from any use that would be reasonably offensive to other tenants or
owners or users of neighboring premises or that would tend to create a nuisance or
damage the reputation of the premises.
(d) Refrain from loading the electrical system or floors beyond the point
considered safe by a competent engineer or architect selected by Landlord.
(e) Refrain from making any marks on or attaching any sign, insignia,antenna,
aerial,or other device to the exterior or interior walls,windows,or roof of the premises
without the prior written consent of Landlord.
(f) Tenant shall not cause or permit any Hazardous Substance to be spilled,
leaked,disposed of,or otherwise released on or under the Premises. Tenant may use
or otherwise handle on the Premises only those Hazardous Substances typically used or
sold in the prudent and safe operation of the business specified in Section 3.1. Tenant
may store such Hazardous Substances on the Premises only in quantities necessary to
satisfy Tenant's reasonably anticipated needs. Tenant shall comply with all
Environmental Laws and exercise the highest degree of care in the use, handling,and
storage of Hazardous Substances and shall take all practicable measures to minimize
the quantity and toxicity of Hazardous Substances used, handled,or stored on the
Premises. Upon the expiration or termination of this Lease,Tenant shall remove all
Hazardous Substances from the Premises. The term Environmental Law shall mean any
federal,state,or local statute, regulation, or ordinance or any judicial or other
governmental order pertaining to the protection of health,safety or the environment.
The term Hazardous Substance shall mean any hazardous,toxic, infectious or
radioactive substance,waste,and material as defined or listed by any Environmental
Law and shall include,without limitation,petroleum oil and its fractions.
(g) Tenant shall promptly take any and all actions,at its sole cost and expense,
as are necessary or appropriate to return the Premises or other private or public
facilities where Lessee Contamination is present to the condition existing prior to the
introduction of the Lessee Contamination; provided that Landlord's approval of such
actions shall first be obtained,which approval shall not be unreasonably withheld if
such actions would not potentially have any material adverse effect on the Premises or
other private or public facilities. All contractors, laboratories and engineering firms
(hereinafter"Consultants")chosen by Tenant to undertake any remedial action that
may be necessary or appropriate on or about the Premises or other private or public
facilities to remediate Lessee Contamination shall be approved by Landlord prior to their
employment by Tenant,which approval will not be unreasonably withheld. Consultants
shall be licensed and bonded in accordance with all applicable laws. Duplicate copies of
all reports and findings made by Consultants with regard to the condition of the
Premises or other private or public facilities shall be delivered to Landlord concurrently
with their delivery to Tenant.Tenant shall have the work done by the Consultants at
Tenant's sole expense and shall indemnify and hold Landlord and Landlord's agents and
{00023566:1} C####-Commercial Lease Agreement:[Tenant Name]
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Exhibit A, Page 5 of 16
employees harmless from and against any and all loss,costs, liability,damage and
expense relating to or arising from any damage or injury to Tenant,the Consultants,or
the agents of either of them,and for any liability to any third party incurred by any of
them,and for any claim by any third party against Landlord,or Landlord's agents or
employees by reason of any such work conducted by Consultants
(h)As used herein,the term "Hazardous Substances" means any
hazardous,toxic, infectious or radioactive substance, material or waste that has been
previously regulated during the previous tenancy of Tenant or is or becomes regulated
during the term of this lease by any Environmental Law(as defined in Section 3.2(6)
above)or any local governmental authority,the State of Oregon,or the United States
Government for the purpose of protecting human health or the environment. The term
"Hazardous Substances" includes,without limitation, petroleum oil and its fractions and
any material or substance which is designated as a hazardous substance pursuant to
the Water Pollution Control Act(33 USC Section 1317); or defined as hazardous waste
pursuant to the Resource Conservation and Recovery Act(42 USC Section 6901 et
seq.); or defined as a hazardous substance pursuant to the Comprehensive
Environmental Response,Compensation and Liability Act of 1980,as amended (42 USC
Section 9601 et seq.); or defined as a hazardous material pursuant to the provisions of
the Springfield Fire Code,as adopted by the City or County in which the subject
property is located,as amended from time to time.
Section 4. Repairs and Maintenance
4.1 Landlord's Obligations. The following shall be the responsibility of Landlord:
(a) Repairs and maintenance of the roof and gutters,exterior walls(including
painting), bearing walls,structural members,floor slabs,and foundation.
(b) Repair of sidewalks,driveways,curbs,shared parking areas,and areas used
in common by Tenant and Landlord or tenants of other portions of the same building.
(c) Repair and maintenance of exterior water,sewage,gas,and electrical
services up to the point of entry to the leased Premises.
(d) Repair of the heating and system other than ordinary maintenance.
4.2 Tenant's Obligations. The following shall be the responsibility of Tenant:
(a) Repair of interior walls,ceilings,doors,windows,and related hardware, light
fixtures,plumbing fixtures,switches,and wiring and plumbing from the point of entry
to the Premises.
(b) Any repairs necessitated by the negligence of Tenant,its agents,employees,
and invitees, including repairs that would otherwise be the responsibility of Landlord.
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(c) Ordinary maintenance of the heating system and any repairs necessary
because of improper maintenance.
(d) Any repairs or alterations required under Tenant's obligation to comply with
laws and regulations as set forth in Section 3.2(a).
(e) Repair of leased parking area including paving,striping and fencing.
(f) All other repairs to the premises which Landlord is not required to make
under Section 4.1.
4.3 Landlord's Interference with Tenant. In performing any repairs,replacements,
alterations,or other work performed on or around the Premises, Landlord shall not
cause unreasonable interference with use of the Premises by Tenant. Tenant shall
have no right to an abatement of rent nor any claim against Landlord for any
inconvenience or disturbance resulting from Landlord's activities performed in
conformance with the requirement of this provision.
4.4 Reimbursement for Reoairs Assumed. If either party fails or refuses to make
repairs that are required by this Section,the other party may make the repairs and
charge the actual costs of repairs to the first party. Such expenditures by Landlord
shall be reimbursed by Tenant on demand together with interest at the rate of 120/0
per annum from the date of expenditure by Landlord. Such expenditures by Tenant
may be deducted from rent and other payments subsequently becoming due or,at
Tenant's election,collected directly from Landlord. Except in an emergency creating
an immediate risk of personal injury or property damage, neither parry may perform
repairs which are the obligation of the other party and charge the other parry for the
resulting expense unless at least 15 business days before work is commenced,the
defaulting parry is given notice in writing outlining with reasonable particularity the
repairs required,and such parry fails within that time to initiate such repairs in good
faith.
4.5 Inspection of Premises. Landlord shall have the right to inspect the Premises at
any reasonable time or times to determine the necessity of repair. Whether or not
such inspection is made,the duty of Landlord to make repairs shall not mature until a
reasonable time after Landlord has received from Tenant written notice of the repairs
that are required.
Section 5. Alterations
5.1 Alterations Prohibited. Tenant shall make no improvements or alterations on the
Premises of any kind without first obtaining Landlord's written consent,which consent
shall not be unreasonably withheld. All alterations shall be made in a good and
{00023566:1} C####-Commercial Lease Agreement:[Tenant Name]
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workmanlike manner,and in compliance with applicable laws and building codes.
5.2 Ownership and Removal of Alterations. All improvements and alterations
performed on the Premises by either Landlord or Tenant shall be the property of
Landlord when installed unless the applicable Landlord's consent or work sheet
specifically provides otherwise. Improvements and alterations installed by Tenant
shall,at Landlord's option,be removed by Tenant and the premises restored unless
the applicable Landlord's consent or work sheet specifically provides otherwise.
Section 6. Fire Insurance
6.1 Fire Insurance. Landlord shall keep the Premises insured on a standard all risks
of loss insurance policy including,at Landlord's option,earthquake and flood coverage.
Tenant shall pay for this insurance as additional rent in accordance with Section 2.2.
Tenant may carry,and shall bear the expense of,any similar insurance insuring the
personal property of Tenant and Tenant improvements on the Premises. Tenant shall
purchase business interruption insurance in an amount sufficient to pay for one year's
rent.
6.2 Waiver of Subroaation. Neither the Landlord nor the Tenant shall be liable to the
other for loss arising out of damage to or destruction of the Premises,or the building
or improvements of which the 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 all risk property insurance
policy. 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,officials,or employees. It is the intention and agreement that the Landlord
and the Tenant shall provide their own property insurance and that both parties shall
look to their respective insurance carriers for reimbursement for 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 the Landlord nor the
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.
Section 7. Taxes; Utilities
7.1 Property Taxes. Tenant shall pay as due all taxes on its personal property located
on the Premises. Tenant shall pay all real property taxes and special assessments
levied against the premises as additional rent in accordance with Section 2.2.
7.2 Special Assessments. If an assessment for a public improvement is made against
the Premises, Landlord may elect to cause such assessment to be paid in installments,
in which case all of the installments payable with respect to the lease term shall be
{00023566:1} C####-Commercial Lease Agreement:[Tenant Name]
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Exhibit A, Page 8 of 16
treated the same as general real property taxes as set forth in Section 7.1.
7.3 Contest of Taxes. Tenant shall be permitted to contest the amount of any tax or
assessment as long as such contest is conducted in a manner that does not cause any
risk that Landlord's interest in the Premises will be foreclosed for nonpayment.
7.4 Proration of Taxes. Tenant's share of real property taxes and assessments for the
years in which this lease commences or terminates shall be prorated based on the
portion of the tax year that this lease is in effect.
7.5 New Charges or Fees. If a new charge or fee relating to the ownership or use of
the Premises or the receipt of rental therefrom or in lieu of property taxes is assessed
or imposed,then,to the extent permitted by law,Tenant shall pay such charge or fee.
Tenant, however,shall have no obligation to pay any income, profits,or franchise tax
levied on the net income derived by Landlord from this lease.
7.6 Payment of Utilities Charges. Tenant shall pay when due all charges for services
and utilities incurred in connection with the use,occupancy,operation,and
maintenance of the Premises, including (but not limited to)charges for fuel,water,
gas,electricity,sewage disposal, power,refrigeration,air conditioning,telephone,and
janitorial services. If any utility services are provided by or through Landlord,charges
to Tenant shall be comparable with prevailing rates for comparable services. If the
charges are not separately metered or stated, Landlord shall apportion the charges on
an equitable basis,and Tenant shall pay its apportioned share on demand.
Section 8. Damage and Destruction
8.1 Partial Damage. If the Premises are partly damaged and Section 8.2 does not
apply, the Premises shall be repaired by Landlord at Landlord's expense. Repairs shall
be accomplished with all reasonable dispatch subject to interruptions and delays from
labor disputes and matters beyond the control of Landlord and shall be performed in
accordance with the provisions of Section 4.
8.2 Destruction. If the Premises are destroyed or damaged such that the cost of
repair exceeds 25%of the value of the structure before the damage,either party may
elect to terminate the lease as of the date of the damage or destruction by notice
given to the other in writing not more than 45 days following the date of damage. In
such event all rights and obligations of the parties shall cease as of the date of
termination,and Tenant shall be entitled to the reimbursement of any prepaid
amounts paid by Tenant and attributable to the anticipated term. If neither party
elects to terminate, Landlord shall proceed to restore the Premises to substantially the
same form as prior to the damage or destruction. Work shall be commenced as soon
as reasonably possible and thereafter shall proceed without interruption except for
work stoppages on account of labor disputes and matters beyond Landlord's
{00023566:1} C####-Commercial Lease Agreement:[Tenant Name]
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reasonable control.
8.3 Rent Abatement. Rent shall be abated during the repair of any damage to the
extent the premises are untenantable,except that there shall be no rent abatement
where the damage occurred as the result of the fault of Tenant.
Section 9. Eminent Domain
9.1 Partial Taking. If a portion of the Premises is condemned and Section 9.2 does
not apply,the lease shall continue on the following terms:
(a) Landlord shall be entitled to all of the proceeds of condemnation,and
Tenant shall have no claim against Landlord as a result of the condemnation.
(b) Landlord shall proceed as soon as reasonably possible to make such repairs
and alterations to the Premises as are necessary to restore the remaining Premises to
a condition as comparable as reasonably practicable to that existing at the time of the
condemnation.
(c) After the date on which title vests in the condemning authority or an earlier
date on which alterations or repairs are commenced by Landlord to restore the
balance of the Premises in anticipation of taking,the rent shall be reduced in
proportion to the reduction in value of the Premises as an economic unit on account of
the partial taking.
9.2 Total Taking. If a condemning authority takes all of the Premises or a portion
sufficient to render the remaining premises reasonably unsuitable for the use that
Tenant was then making of the premises,the lease shall terminate as of the date the
title vests in the condemning authorities. Landlord shall be entitled to all of the
proceeds of condemnation,and Tenant shall have no claim against Landlord as a
result of the condemnation.
9.3 City Eminent Domain. Nothing in this Lease shall preclude the City of Springfield
from exercising its power of eminent domain to acquire the interest of Tenant in this
Lease.
Section 10. Liability and Indemnity
10.1 Liens. Except with respect to activities for which Landlord is responsible,Tenant
shall pay as due all claims for work done on and for services rendered or material
furnished to the Premises,and shall keep the Premises free from any liens. If Tenant
fails to pay any such claims or to discharge any lien, Landlord may do so and collect
the cost as additional rent. Any amount so added shall bear interest at the rate of
12%per annum from the date expended by Landlord and shall be payable on
{00023566:1} C####-Commercial Lease Agreement:[Tenant Name]
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demand. Such action by Landlord shall not constitute a waiver of any right or remedy
which Landlord may have on account of Tenant's default.
10.2 Indemnification. Tenant shall defend, indemnify and hold harmless Landlord
from any claim, loss,or liability arising out of or related to any activity of Tenant on
the Premises or any condition of the Premises in the possession or under the control
of Tenant. Landlord shall have no liability to Tenant for any injury, loss,or damage
caused by 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.
10.3 Liability Insurance. Before taking possession of the Premises,Tenant shall
procure and thereafter during the term of the lease shall continue to carry the
following insurance,whose A.M. Best rating is A-or better,at Tenant's cost:
Commercial General Liability Insurance(occurrence version) in a responsible
company,with limits of not less than $2,000,000 per single claimant per occurrence
and$3,000,000 in the aggregate. Such insurance shall cover all risks arising directly
or indirectly out of Tenant's activities on or any condition of the Premises,and shall
name Landlord as an additional insured. A Certificate evidencing such insurance and
bearing endorsement requiring 30 days written notice to Landlord prior to any
material change or cancellation shall be furnished to Landlord prior to Tenant's
occupancy of the Premises. Landlord's liability insurance shall be excess of and not
contributing with Tenant's liability coverage. Tenant understands that Landlord is a
public entity subject to the requirements of the Oregon Governmental Tort Claims
Act, ORS 30.260 et seq. In the event that Landlord's financial obligations or liabilities
are modified by any amendment to the liability limits imposed by the Oregon
Governmental Tort Claims Act,Tenant agrees that the limits regarding liability
insurance set forth in this Section 10.3 will be modified to conform to such limits.
Tenant and Landlord shall sign an amendment to this lease incorporating such
modification. All limits required by this Section 10.3 may be satisfied by a
combination of Comprehensive General Liability and Excess Liability policies.
Section 11. Assignment and Subletting
11.1 No Assignment. No part of the Premises may be assigned,mortgaged,or
subleased, nor may a right of use of any portion of the property be conferred on any
third person by any other means,without the prior written consent of Landlord. This
provision shall apply to all transfers by operation of law. If Tenant is a corporation or
partnership,this provision shall apply to any transfer of a majority voting interest in
stock or partnership interest of Tenant. No consent in one instance shall prevent the
provision from applying to a subsequent instance. Landlord shall consent to a
transaction covered by this provision when withholding such consent would be
unreasonable in the circumstances.
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Section 12. Default
The following shall be events of default:
12.1 Default in Rent. Failure of Tenant to pay any rent or other charge within 10
days after it is due. If Tenant defaults in the payment of rent due and payable by
Tenant and such default continues for 10 days after Landlord has given Tenant notice
specifying the same; provided,however,during any 12 month period,Tenant shall be
entitled to only 2 notices as set forth in this section and any subsequent failure to pay
rent when due and payable shall be a default without requirement of notice.
12.2 Default in Other Covenants. Failure of Tenant to comply with any term or
condition or fulfill any obligation of the lease(other than the payment of rent or other
charges)within 20 days after written notice by Landlord specifying the nature of the
default with reasonable particularity. If the default is of such a nature that it cannot
be completely remedied within the 20-day period,this provision shall be complied with
if Tenant begins correction of the default within the 20-day period and thereafter
proceeds with reasonable diligence and in good faith to effect the remedy as soon as
practicable.
12.3 Insolvency. Insolvency of Tenant; an assignment by Tenant for the benefit of
creditors; the filing by Tenant of a voluntary petition in bankruptcy; an adjudication
that Tenant is bankrupt or the appointment of a receiver of the properties of Tenant;
the filing of any involuntary petition of bankruptcy and failure of Tenant to secure a
dismissal of the petition within 30 days after filing; attachment of or the levying of
execution on the leasehold interest and failure of Tenant to secure discharge of the
attachment or release of the levy of execution within 10 days shall constitute a
default. If Tenant consists of two or more individuals or business entities,the events
of default specified in this Section shall apply to each individual unless within 10 days
after an event of default occurs,the remaining individuals produce evidence
satisfactory to Landlord that they have unconditionally acquired the interest of the one
causing the default.
Section 13. Remedies on Default
13.1 Termination. In the event of a default the lease may be terminated at the
option of Landlord by written notice to Tenant. Whether or not the lease is
terminated by the election of Landlord or otherwise, Landlord shall be entitled to
recover damages from Tenant for the default,and Landlord may reenter,take
possession of the premises, and remove any persons or property by legal action or by
self-help with the use of reasonable force and without liability for damages and
without having accepted a surrender.
13.2 Reletting. Following reentry or abandonment, Landlord may relet the Premises
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and in that connection may make any suitable alterations or refurbish the Premises,or
both,or change the character or use of the Premises, but Landlord shall not be
required to relet for any use or purpose other than that specified in the lease or which
Landlord may reasonably consider injurious to the Premises,or to any tenant that
Landlord may reasonably consider objectionable. Landlord may relet all or part of the
Premises,alone or in conjunction with other properties,for a term longer or shorter
than the term of this lease, upon any reasonable terms and conditions, including the
granting of some rent-free occupancy or other rent concession.
13.3 Damages. In the event of termination or retaking of possession following
default, Landlord shall be entitled to recover immediately,without waiting until the
due date of any future rent or until the date fixed for expiration of the lease term,the
following amounts as damages:
(a) The loss of rental from the date of default until a new tenant is,or with the
exercise of reasonable efforts could have been,secured and paying out.
(b) The reasonable costs of reentry and reletting including without limitation the
cost of any cleanup, refurbishing, removal of Tenant's property and fixtures,costs
incurred under Section 13.5,or any other expense occasioned by Tenant's default
including but not limited to,any remodeling or repair costs,attorney fees,court costs,
broker commissions,and advertising costs.
(c) Any excess of the value of the rent and all of Tenant's other obligations
under this lease over the reasonable expected return from the premises for the period
commencing on the earlier of the date of trial or the date the premises are relet,and
continuing through the end of the term. The present value of future amounts will be
computed using a discount rate equal to the prime loan rate of major Oregon banks in
effect on the date of trial.
13.4 Right to Sue More than Once. Landlord may sue periodically to recover
damages during the period corresponding to the remainder of the lease term,and no
action for damages shall bar a later action for damages subsequently accruing.
13.5 Landlord's Right to Cure Defaults. If Tenant fails to perform any obligation
under this lease, Landlord shall have the option to do so after 30 days'written notice
to Tenant. All of Landlord's expenditures to correct the default shall be reimbursed by
Tenant on demand with interest at the rate of twelve percent(12%) per annum from
the date of expenditure by Landlord. Such action by Landlord shall not waive any
other remedies available to Landlord because of the default.
13.6 Remedies Cumulative. The foregoing remedies shall be in addition to and shall
not exclude any other remedy available to Landlord under applicable law.
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Section 14. Surrender at Expiration
14.1 Condition of Premises. Upon expiration of the lease term or earlier termination
on account of default,Tenant shall deliver all keys to Landlord and surrender the
Premises in first-class condition and broom clean. Alterations constructed by Tenant
with permission from Landlord shall not be removed or restored to the original
condition unless the terms of permission for the alteration so require. Depreciation
and wear from ordinary use for the purpose for which Tenant is responsible shall be
completed to the latest practical date prior to such surrender. Tenant's obligations
under this section shall be subordinate to the provisions of Section 8 relating to
destruction.
14.2 Fixtures. All fixtures placed upon the Premises during the term, other than
Tenant's trade fixtures,shall,at Landlord's option,become the property of Landlord.
If Landlord so elects,Tenant shall remove any or all fixtures that would otherwise
remain the property of Landlord,and shall repair any physical damage resulting from
the removal. If Tenant fails to remove such fixtures, Landlord may do so and charge
the cost to Tenant with interest at the legal rate from the date of expenditure.
(a) Prior to expiration or other termination of the lease term Tenant shall
remove all furnishings,furniture,and trade fixtures that remain its property. If Tenant
fails to do so,this shall be an abandonment of the property,and Landlord may retain
the property and all rights of Tenant with respect to it shall cease or, by notice in
writing given to Tenant within 20 days after removal was required, Landlord may elect
to hold Tenant to its obligation of removal. If Landlord elects to require Tenant to
remove, Landlord may effect a removal and place the property in public storage for
Tenant's account. Tenant shall be liable to Landlord for the cost of removal,
transportation to storage,and storage,with interest at the legal rate on all such
expenses from the date of expenditure by Landlord.
14.3 Holdover. If Tenant does not vacate the Premises at the time required, Landlord
shall have the option to treat Tenant as a tenant from month to month,subject to all
of the provisions of this lease except the provisions for term and renewal,or to eject
Tenant from the Premises and recover damages caused by wrongful holdover. Failure
of Tenant to remove fixtures,furniture,furnishings,or trade fixtures that Tenant is
required to remove under this lease shall constitute a failure to vacate to which this
section shall apply if the property not removed will substantially interfere with
occupancy of the Premises by another tenant or with occupancy by Landlord for any
purpose including preparation for a new tenant.
Section 15. Miscellaneous
15.1 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
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performance of the same provision in the future or of any other provision.
15.2 Attorney Fees. If suit or action is instituted in connection with any controversy
arising out of this lease,the prevailing party shall be entitled to recover in addition to
costs such sum as the court or arbitrator may adjudge reasonable as attorney fees at
arbitration,at trial,and on any appeals.
15.3 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 to
the following address,or to such other address as specified by that party in writing:
To Landlord: City Manager's Office
City of Springfield
225 Fifth Street
Springfield,OR 97477
Phone: 541.726.3700
To Tenant: [Tenant Name]
[Tenant Mailing Address]
PH: ###-###-####
EMAIL: @
15.4 Succession. Subject to the above-stated limitations on transfer of Tenant's
interest,this lease shall be binding on and inure to the benefit of the parties and their
respective successors and assigns.
15.5 Recordation. This lease,or any memorandum thereof,shall not be recorded
without the prior express written consent of Landlord.
15.6 Entry for Inspection. Landlord shall have the right to enter upon the Premises at
any time to determine Tenant's compliance with this lease,to make necessary repairs
to the building or to the Premises,or to show the Premises to any prospective tenant or
purchaser,and in addition shall have the right,at any time during the last two months
of the term of this lease,to place and maintain upon the Premises notices for leasing or
selling of the Premises.
15.7 Interest on Rent/Late Payment and Other Charaes. Any rent or other payment
required of Tenant by this lease shall, if not paid within 10 days after it is due, bear
interest at the rate of 12%per annum from the due date until paid. In addition, if
Tenant fails to make any rent or other payment required by this lease to be paid to
Landlord within ten days after it is due, Landlord may elect to impose a late charge of
five cents per dollar of the overdue payment to reimburse Landlord for the costs of
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collecting the overdue payment. Tenant shall pay the late charge upon demand by
Landlord. Landlord may levy and collect a late charge in addition to all other remedies
available for Tenant's default,and collection of a late charge shall not waive the breach
caused by the late payment.
15.8 Time of Essence. Time is of the essence of the performance of each of Tenant's
obligations under this lease.
15.9 Oregon Law. This agreement is subject to,and shall be interpreted in accordance
with,the laws of the State of Oregon.
15.10 Assignment/Sublet. This Lease will not be assigned,subleased,or otherwise
transferred except with the consent of Landlord,which consent may be granted or
denied in Landlord's sole discretion. Any transfer of an ownership interest in Tenant of
fifty percent(50%)or more will be deemed an assignment subject to this Section
15.10. This Lease may be assigned by Landlord without the consent of Tenant.
15.11 Soil/Waste. Tenant will not store,treat,deposit, place,or dispose of treated or
contaminated soil, industry by-products,or any other form of waste on the Property or
Premises,without the prior written consent of Landlord,which consent may be granted
or denied in Landlord's sole discretion.
15.12 Landlord Consent or Action. In the event this Lease is silent on the standard for
any consent,approval,determination,or similar discretionary action,the standard is the
sole discretion of Landlord, rather than any standard of implied good faith or
reasonableness. If Tenant requests Landlord's consent or approval under any provision
of the Lease and Landlord fails or refused to give the consent or approval,Tenant will
not be entitled to any damages as a result of the failure or refusal,whether or not
unreasonable. In the event Landlord has expressly agreed, in writing, not to act
unreasonably in withholding its consent or may not unreasonably withhold its consent
as a matter of law,and Landlord has, in fact,acted unreasonably in either of those
instances,Tenant's sole remedy will be an action for specific performance or injunction.
Whenever consent,approval,or direction by Landlord is required under the terms
contained herein,all such consent,approval,or direction must be received, in writing,
from the Property Management Coordinator of Landlord.
15.13 Subordination. This Lease is subordinate to any ground lease, mortgage,deed
of trust,or other hypothecation or security device(collectively, "Security Device"), now
or hereafter placed on the Property,to any and all advances made on the security
thereof,and to all renewals, modifications,and extensions thereof. Tenant agrees that
the holders of any Security Devices(in this Lease together referred to as"Lender")
have no liability or obligation to perform any of the obligations of Landlord under this
Lease. Tenant consents to any and all future mortgages or encumbrances which
Landlord may place on the premises.
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15.14 Signage. Subject to the consent of Landlord,Tenant will be permitted to install
signage that is in compliance with local sign ordinances.
IN WITNESS WHEREOF,the parties have executed this Commercial Lease Agreement to
be effective the date first set forth above.
Landlord: Tenant:
CITY OF SPRINGFIELD [Tenant Name]
By: Nancy Newton,City Manager By: [Signer name,signer position]
GUARANTEE
Guarantor, [Name of Guarantor as an individual], unconditionally and irrevocably
guarantees the performance by[Tenant name] (Tenant)of each and every obligation
by Tenant under the Lease described above. This guarantee shall be continuing and
shall terminate only upon the satisfaction by Tenant of each and every one of Tenant's
obligations under this Lease in accordance with its terms, including but not limited to
payment of the amount due. I, myself,and my heirs,successors and assigns waive
notice of acceptance, notice of non-payment,protest and notice of protest with respect
to the obligation covered by the Lease.
This guarantee shall bind Guarantor jointly and severally and his respective heirs,
personal representatives,and assigns. In the event of any action to enforce any of the
terms or conditions of this guaranty,the prevailing party or parties shall be entitled to
recover from the other party or parties' reasonable attorney fees fixed by the trial court
and all appellate courts.
GUARANTOR:
Name: [Name of Guarantor as an individual] Date
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