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Meals on Wheels People ~ LE210002 ~ Tigard Senior Center Facility Lease CITY OF TIGARD FACILITY LEASE AGREEMENT TIGARD SENIOR CENTER THIS LEASE is made and entered into this 15th day of December , 2020 ("Effective Date',by and between the City of Tigard,an Oregon municipal corporation ("City"),and Meals on Wheels People ("Lessee"). RECITALS A. City is the owner of the real property located at 8815 SW O'Mara St., Tigard, Oregon 97223 (the "Property"). B. City owns a 7,718 sq ft building on the Property called the Tigard Senior Center (the "Facility"). C. City desires to lease the Facility to Lessee, and Lessee desires to Lease the Facility from City, on the terms and conditions set forth in this Facility Lease Agreement ("Lease"). NOW THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows: AGREEMENT 1. PROPERTY LEASED City hereby leases the Facility to Lessee and Lessee hereby leases the Facility from the City,including all improvements located thereon, as well as the right to use the equipment and amenities listed in the Tigard Senior Center Equipment List attached as Exhibit A (the "City Equipment', and incorporated herein by this reference as a part of this Lease, on the terms and conditions set forth in this Lease. 2. TERM OF LEASE The term of this Lease shall be for a period of five (5) year, commencing on January 1, 2021 ("Commencement Date"), and terminating at 12:01 a.m. on January 1, 2026 (the "Initial Term.) 3. PAYMENT OF RENT Amounts payable by Lessee to City under this Lease are collectively referred to as "Rent." Rent of$1.00 for each year, or portion thereof, during the said term is payable in lawful money of the United States, at the City of Tigard offices, initially at the signing of this lease and then sometime prior to the 1 s'of each year. Lessee may elect to prepay the Rent for the entire Initial Term prior to the Commencement Date. 4. LESSEE'S ACCEPTANCE OF LEASE Lessee accepts this Lease as stated herein for the full term of this Lease, under the terms written above. 5. CONDITION OF FACILITY Lessee has inspected the Facility,the improvements thereon,and the City Equipment,and acknowledges and agrees that the Facility, the improvements,and the City Equipment are in good condition and repair. Lessee takes the Facility, the improvements thereon, and the City Equipment "as is." Lessee acknowledges that no tenant improvements, replacements, or upgrades for Lessee's benefit are provided for under this Lease or shall be made to the Facility by City, unless agreed to in writing by City and Lessee. 6. USE OF FACILITY A. The Lessee contracts with Washington County to provide services to older adults and desires to use the Facility for this purpose. The City desires to locate the Meals on Wheels People services in the Facility to provide nutrition and social services, programs, and activities to Tigard-area seniors. Said use may include operation of a nutrition and social service program for older adults, including, but not limited to, dining room and home-delivered meals,informational, educational, and recreational activities, information and referral, health screening, counseling, and fund-raising activities for the program, provided Lessee obtains proper land use and other approvals as may be required prior to initiating operation of said programs. Lessee may utilize additional nutritional and social service program providers to utilize the Facility for programming consistent with Lessee' s mission and the terms of this Lease. B. Lessee will have use of the Facility from Monday at 7:00 A.M. through Friday at 5:00 P.M. Lessee has first priority for additional use of the Facility outside of the hours noted in this paragraph. Lessee's senior programming will target senior education and socialization opportunities. C. Lessee's use of the Facility will include reasonable access to parking, as determined by the City. The City will consider Lessee's operational requirements as well as the parking needs of other users in determining the use of parking spaces. D. Lessee's use of the Premises will include a garden area near the south east parking area, referred to as the Tigard Garden Club Memorial Garden. The total area may not exceed 500 sq ft. Maintenance of the garden area will be the primary responsibility of the Lessee. Any additional maintenance will be mutually agreed upon between Lessee and the City. Lessee may not plant any invasive species, as identified by the Oregon State University Extension Service, and may not use pesticides, herbicides, or fertilizers without prior consent of the City. 2020 Tigard Senior Center Facility Lease 2 1 Page E. Lessee represents and warrants that it has obtained or will obtain all necessary licenses and permits required by the federal government, State of Oregon, Washington County, and the City of Tigard that may be necessary for operating and managing the Meals on Wheels People program and covenants and agrees that it shall maintain such licenses and permits during the term of the Lease. F. Lessee will not make any unlawful,improper,or offensive use of the Facility nor suffer, strip or waste thereof. Lessee will not permit anything to be done upon or about the Facility in any way tending to create a nuisance,be that at common law or by ordinance or by statute. G. Lessee shall not store gasoline or other highly combustible materials in the Facility at any time nor use the Facility in such a way or for such purposes that would make it impossible to insure the Facility against casualty, or would substantially increase the insurance rates,including,but not limited to,the fire insurance rates,over the insurance rate as of the Commencement Date; or that would prevent City from taking advantage of reduced premium rates for long-term fire insurance policies. H.Lessee shall comply, at Lessee's own expense, with all applicable laws and regulations of any municipal, county, state, federal or other public authority affecting the use of the Facility and will correct,at Lessee's own expense, any failure of compliance created through Lessee's fault or by reason of Lessee's particular use of the Facility. I. Lessee shall regularly occupy and use the Facility for the permitted use, and shall not abandon or vacate the Facility for more than ten (10) days without the prior written approval of City except when required for major structure maintenance or remodel, which would require relocation of Lessee's business for safety/health reasons. 7. USE OF CITY'S NAME Lessee shall not use the City's name or any other name, logo, graphic work, artwork, or trademark used by City in connection with its advertising, social media or in any other capacity without the prior written approval from the City. 8. UTILITIES/MAINTENANCE A. City shall pay for all heat, light, sewerage and storm drainage fees, power, sanitary services, and other utilities used in the Facility during the term of this Lease except for telephone, internet and cable services. Lessee will pay for all telephone, internet and cable utilities. City shall be responsible for general janitorial of common areas and regular maintenance of the Facility. Lessee is responsible for cleaning the kitchen, dining room after each meal, and the offices and gift shop. A. City shall keep the sidewalks in front of the Facility free and clear of ice, snow, rubbish, debris and obstruction, and will not permit rubbish, debris, ice or snow to 2020 Tigard Senior Center Facility Lease 3 1 Page accumulate on the roof of the facility so as to stop up or obstruct gutters or down spouts or cause damage to said roof. B. Lessee will keep the kitchen clean, in such a way as to meet the standards of the Washington County Health and Human Services and the Oregon State Health Authority for daily cleanliness. Repairs, equipment maintenance, (per inventory list) and annual fire suppression inspection are the responsibility of the City. C. Lessee shall maintain all equipment located in the Facility,including,but not limited to the City Equipment, in the same condition as it was on the Commencement Date, reasonable wear and tear excepted. If the City Equipment needs repair or replacement, Lessee shall notify City, as soon as practicable, and City shall repair or replace the City Equipment,within ten (10) business days after receiving such notice,or if the necessary repair or replacement cannot be made within such ten (10) business day period, shall begin to make such repair or replacement within such period and complete the repair or replacement within a reasonable time period. If the City determines that Lessee's misuse or negligence caused the need for the repair or replacement of City Equipment, City shall complete the repair or replacement, but shall inform Lessee of such determination and Lessee shall be required to pay City for the costs of such repair or replacement within ten (10) days after the date City sends Lessee a statement requesting payment of such costs.In no event,shall City be responsible for lost profits or other damages incurred by Lessee due to any City Equipment needing repair or replacement for any reason. 9. TAXES A. Lessee agrees to pay all taxes and assessments which during the term of the Lease may become due, become a lien or which may be levied by the state, county, city, or any other tax levying body upon the Facility. Furthermore, Lessee agrees to pay all taxes and assessments on any taxable interest obtained by Lessee through this Agreement or on any taxable possessory interest, which Lessee may have in or to the Facility by reason of its occupancy. Furthermore, Lessee agrees to pay all taxes on all taxable property, real or personal, owned by it in or about the Facility. Upon making such payments,Lessee shall give the City a copy of the receipts and vouchers showing payment. B. Lessee understands that City property is exempt from property taxation until leased to a taxable entity. Should Lessee be a non-taxable entity,Lessee will be responsible for making application to Washington County for exempt status from property taxation. Upon being granted exempt status on the property, Lessee will file a copy of said exemption with the City. C. In the event that the term of the Lease extends beyond December 31 of any year, Lessee shall be responsible for payment of all property taxes for the entire tax year 2020 Tigard Senior Center Facility Lease 4 1 Page without pro-ration, or, in the event of any change in property tax law, for any taxes due under such law. 10. REPAIRS AND IMPROVEMENTS A. City shall not be required to make any alterations, additions or improvements to or upon the Facility during the term of this Lease, except those specifically provided for in this Lease. Lessee agrees to notify City for any and all repair or maintenance needs to ensure the Facility in good order and repair during the entire term of this Lease. Lessee further agrees it will make no alteration, addition or improvements to or upon the Facility without the prior written consent of the City. B. City agrees to maintain the exterior and interior walls, HVAC system, roof, gutters, downspouts and foundations of the facility and the sidewalks thereabouts. It is understood and agreed that City reserves to itself (and its successors and assigns) the right, but not the obligation, to alter, repair or improve the Facility, or to add thereto and for that purpose at any time may erect scaffolding and all other necessary structures about and upon the Facility, and City and City's representatives, contractors and their respective employees and agents for that purpose may enter in or about the Facility with such materials as may be necessary C. City further reserves, and at any and all times shall have, the right to enter onto the Facility to repair or maintain the Facility with written notice of the need for repair or maintenance. City shall not need to send notice prior to performing repair or maintenance activities if City deems, in its sole discretion, that an emergency exists requiring immediate action. D. For any damage done to the Facility and caused by the fault of Lessee or Lessee's representatives, employees, agents, or invitees, the City will repair the damage at the Lessee's expense. Any damage shall be reported to the City's assigned representative as soon as practicable. The City shall perform necessary repair(s) within ten (10) business days after receiving such notice, or if the necessary repair(s) cannot be made within such ten (10) business day period, shall begin to make such repair(s) within such period and complete the repair(s) within a reasonable time period. City shall complete the repair or replacement, but shall inform Lessee of such determination and Lessee shall be required to pay City for the costs of such repair(s) within thirty (30) days after the date City sends Lessee a statement requesting payment of such costs. In no event, shall City be responsible for lost profits or other damages incurred by Lessee due to any City property needing repair or replacement for any reason. E. City provides,at the City's discretion,a facility key and lock system. City will provide, at no cost to Lessee, up to two (2) keys for Facility access during the term of this Lease. Any lost or damaged locks or keys will be replaced at Lessee's expense. If it 2020 Tigard Senior Center Facility Lease 5 1 Page is determined that the Facility locks need to be replaced due to a lost or stolen key, the City may elect to "re-key" the locks at Lessee's sole expense. Lessee shall exercise extreme caution and care with respect to the handling and use of access to the Tigard Senior Center and of any access devices (i.e. keys, security codes etc.) provided by the City for entry to the Facility. Lessee shall immediately report any lost or missing access devices to the City and will reimburse the City, as requested by the City, for replacement of such devices. 11. SIGNAGE Lessee shall not, without prior written consent of the City, use the outside walls of the Facility, or allow signs or devices of any kind to be attached thereto or suspended there from. 12. CITY'S RIGHT OF ENTRY It shall be lawful for agents and representatives of the City at any reasonable time to enter into the Facility for the purpose of inspecting the condition and use thereof, or for any other lawful purpose. 13.TERMINATION A. City may terminate this Lease for breach pursuant to Section 24. B. The parties may agree to terminate this Lease at any time by mutual agreement. 14. LIENS Lessee will not permit any lien of any kind, type or description to be placed or imposed upon the Property or Facility, or any part thereof. 15. OVERLOADING OF FLOORS Lessee will not overload the floors of the Facility in such a way as to cause any undue or serious stress or strain upon the Facility, and the City shall have the right, at any time, to call upon any competent engineer or architect whom the City may choose, to decide whether or not the floors of the Facility are being properly used. The decision of said engineer or architect shall be final and binding upon Lessee; and in the event that the engineer or architect decides that the stress or strain is such as to imperil the Facility in whole or in part, Lessee agrees to immediately relieve said stress or strain in a manner satisfactory to the City. 16.NO USE OF HAZARDOUS SUBSTANCES No use, handling, storage, generation, creation, disposal, transportation, or discharge of any Hazardous Substances shall be permitted in or about the Facility by Lessee, its employees, agents, customers, or contractors. This restriction does not apply to ordinary office and janitorial supplies available over the counter for common use by members of the general public so long as such supplies are used, stored, disposed of, and transported 2020 Tigard Senior Center Facility Lease 6 1 Page in compliance with applicable law. As used in this Section, "Hazardous Substances" shall mean any substance, material or product defined or designated as hazardous, toxic, radioactive, dangerous or regulated wastes by any federal, state or local regulatory agency. 17. LIGHT AND AIR This Lease does not grant any rights of access to light and air over the Facility or the Property. 18. COMMUNICATION ESCALATION CLAUSE All communications by Lessee with the City, other than official notices required by law or this Lease, bills and payments, must follow the protocol set forth in this Section. Lessee shall contact the appropriate person or department, as outlined in this Section, and follow the order of escalation protocol set forth below if the primary contact is unavailable or unresponsive after a reasonable period of time.The City shall provide Lessee,on or before the Commencement Date, a list of appropriate names and contact information for the people or departments listed in this Section, and may provide Lessee with updated information, as needed. A. Facilities Services Supervisor — This shall be the primary contact for minor issues or daily communications on-site at the Facility. B. Fleet and Facilities Operations Manager - This shall be the primary contact for Lease related issues and the second contact for safety issues and minor issues. C. The resolution of any grievances between the parties shall first be attempted between the City's Central Services Director and the Meals on Wheels People Center Director. Grievance resolution second step will be between the City Manager, or designee, and Meals on Wheels People Executive Director or designee. 19. QUARTERLY CHECK IN MEETINGS Lessee and the City shall have quarterly "check-in" meetings. These meetings will allow a reoccurring schedule to review the level of maintenance services provided by the City, the Tigard Senior Center Equipment List, and other issues. Lessee and City will cooperate in determining the date, time,and manner of these meetings,but agree that they will occur no less than once per quarter during the term of the Lease. 20.DAMAGE BY FIRE OR OTHER CASUALTY In the event of any damage to the Facility by fire or other casualty, either party hereto may terminate this Lease as of the date of said fire or casualty. 21. INDEMNIFICATION A. Lessee agrees to indemnify, defend and hold harmless the City, its City Council, officers and employees from and against all liability arising from actions, suits, claims or demands attributable to acts or omissions of Lessee or its representatives, 2020 Tigard Senior Center Facility Lease 7 1 Page employees, agents, or invitees during Lessee's use or occupancy of the Facility during the term of this Lease. B. Subject to the limitations of the Oregon Tort Claims Act, City agrees to indemnify, defend, and hold harmless Lessee from and against all liability arising from actions, suits, claims or demands attributable solely and exclusively to the negligent acts or omissions or willful misconduct of City in performance of this Lease. C. The City shall give Lessee prompt and reasonable notice of any such claims or actions known to the City, and Lessee shall have the obligation to investigate, compromise and defend same, provided such claim is not caused by the negligence or willful misconduct of the City, its employees or agents. D. In the event that there is any bodily injury at, or property damage to, any portion of the Facility caused by Lessee or any third party, Lessee shall immediately notify the City's Risk Manager and cooperate in the City's investigation of said incident. Lessee shall make all reports or documents concerning the incident, whether in its possession or the possession of its insurance carrier, available to the City and will cooperate with the City in investigating, compromising or litigating the claim against such third parties. E. For damage done to or at the Property or Facility by third parties for which Lessee is not responsible, the City shall bear the initial cost of investigating, compromising or litigating the claim, but may recover such costs if otherwise permitted by law or this Lease. 22.INSURANCE REQUIREMENT Insurance requirements set forth below do not in any way limit the amount or scope of liability of Lessee under this Lease. The amounts listed indicate only the minimum amounts of insurance coverage the City will accept to help insure full performance of all terms and conditions of this Lease. All insurance required by Lessee under this Lease shall meet the following minimum requirements: A. Certificates: Notice of Cancellation. On or before the Effective Date, Lessee shall provide the City with certificates of insurance establishing the existence of all insurance policies required under this Section. Thereafter, the City must receive notice of the expiration or renewal of any policy at least thirty (30) days prior to the expiration or cancellation of any insurance policy. No insurance policy may be canceled, revised, terminated or allowed to lapse without at least thirty (30) days prior written notice being given to the City. Insurance must be maintained without any lapse in coverage during the entire term of the Lease. Insurance canceled without City consent shall be considered a breach of this Lease. The City shall also be given certified copies of Lessee's policies of insurance, upon request. 2020 Tigard Senior Center Facility Lease 8 1 Page B. Additional Insured. The City shall be named as an additional insured in each required policy and, for purposes of damage to the Facility, as a loss payee. Such insurance shall not be invalidated by any act,neglect or breach of contract by Lessee. C. Primary Coverage. The required policies shall provide that the coverage is primary and will not seek any contribution from any insurance carried by the City. D. Company Ratings. All policies of insurance required under this Section must be written by companies having an A.M. Best rating of "A" or better, or equivalent. The City may, upon thirty (30) days written notice to Lessee, require Lessee to change any carrier whose rating drops below an A rating. E. Required Insurance. At all times during this Lease, Lessee shall provide and maintain the following types of coverage: a. General Liability Insurance. Lessee shall maintain an occurrence form commercial general liability policy, personal injury liability, for the protection of Lessee and the City,insuring Lessee and the City against liability for damages due to personal injury, bodily injury, death, or damage to property (including the loss of use thereto and occurring on or in any way related to the Facility or occasioned by reason of the operations of Lessee). Coverage shall be in an amount of not less than Two Million Dollars ($2,000,000) combined single limit per occurrence with a Four Million Dollars ($4,000,000) aggregate limit for bodily injury and property damage for all coverage specified herein. The required two million dollars of coverage can be provided on a primary coverage bases or on a primary/excess combination basis. City will also provide the same coverage, naming Lessee as an additional insured. b. Fire Legal Liability Insurance. The City shall insure the facility and all improvements affixed thereto considered to be part of Facility. Lessee is responsible to insure all of its own personal property, which items shall not be covered by City insurance. Furthermore,Lessee must at all times carry Fire Legal Liability insurance coverage in an amount not less than One Million Dollars ($ 1,000,000). Such coverage shall name the City as an additional insured. c. Workers' Compensation Insurance. Lessee shall maintain in force Workers' Compensation insurance for its employees in amounts required by applicable law. d. Commercial Automobile Insurance. Lessee shall maintain in force Commercial Automobile Liability coverage including coverage for all owned, hired, and non- owned vehicles on an " occurrence" form. The Combined Single Limit per occurrence shall not be less than $2,000,000. The required two million dollars of coverage can be provided on a primary coverage bases or on a primary/excess combination basis. 2020 Tigard Senior Center Facility Lease 9 1 Page F. Periodic Review. The City shall have the right to periodically review the types,limits and terms of insurance coverage. In the event the City determines in its exclusive discretion that such types, limits, or terms should be changed, the City will give Lessee a minimum of thirty (30) days' notice of such determination and Lessee shall modify its coverage to comply with the new insurance requirements of the City. Lessee shall also provide the City with proof of such compliance by giving the City an updated certificate of insurance within said thirty (30) days. G. Subrogation. Except as limited by this subsection, the parties hereto waive any right of action that they might have against the other for loss or damage, to the extent that such loss or damage is covered by any insurance policy or policies and to the extent that proceeds (which proceeds are free and clear of any interest of third parties) are received by the parties claiming the loss or damage. This waiver of subrogation shall not extend to any applicable deductibles under such policy or policies. 23.DELIVERING UP FACILITY ON TERMINATION A. At the expiration of the Lease term,the expiration of any applicable extension,or upon any earlier termination, Lessee will quit and deliver up the Facility to City or City's successor or assign, peaceably, quietly, and in broom-clean condition, to City in good order and condition, reasonable use and wear thereof excepted. B. Lessee must leave all the City Equipment as documented in the Tigard Senior Center Inventory List in the Facility, upon termination,but may remove Lessee's listed items. C. All partitions, plumbing, electrical wiring, additions to, or improvements upon the Facility,whether installed by Lessee or City, shall be and become a part of the Facility as soon as installed and are and remain the property of City,unless otherwise provided in writing, including in this Lease. 24.DEFAULT AND REMEDIES If Lessee (a) fails to perform or observe any of the covenants and agreements contained herein and such default continues for thirty (30) days or more after written notice of such failure is given by City (or in the case of a default that cannot with due diligence be cured within such time period, if Lessee fails to commence within such time period, and thereafter fails to diligently complete, all steps necessary to remedy the default), or (b) Lessee is declared bankrupt or insolvent according to law, or if any assignment of Lessee's property is made for the benefit of creditors, or (c) on the expiration or earlier termination of this Lease, Lessee fails to surrender possession of the Facility if required to do so by the terms of the Lease, then and in any of these events, Lessee shall be in default under the Lease and City,immediately or at any time thereafter,without demand or notice, may exercise any one or more of the remedies set forth below; or any other remedy available under applicable laws or contained in this Lease. The remedies provided for in this Lease are cumulative and are not intended to be exclusive of any other remedies to which City may law fully be entitled. 2020 Tigard Senior Center Facility Lease 10 1 Page A. Terminate the Lease at (the option of City by City giving written notice of termination to Lessee. If this Lease is terminated. Lessee's liability to City for damages shall survive such termination, and City may re-enter and take possession of the Facility and remove any persons or property by legal action. B. City may immediately or at any time thereafter re-enter the Facility, or any part thereof, either by summary eviction proceedings or by any suitable action or proceeding at law, and repossess the same, and may remove any person therefrom, to the end that City may have, hold and enjoy the Facility. C. City shall have the right to recover unpaid rent and all damages caused by the default, as well as all costs and expenses incurred in the connection with the enforcement of this Lease, including reasonable attorney fees and court costs. Damages shall include,without limitation all legal expenses and other related costs incurred by City following Lessee's default and all costs incurred by City in restoring the Facility to good order and condition. 25.QUIET ENJOYMENT So long as Lessee pays all Rent when due and complies with all terms and conditions of this Lease, Lessee shall peaceably and quietly have, hold, and enjoy the Facility. This covenant shall, subject to the provisions of this Lease, be binding upon any successors- in-interest of City's interest in this Lease. 26.HOLDING OVER In the event Lessee 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 by City at will at any time during a hold over period. 27.NOTICES All notices, bills and payments shall be made in writing and may be given by personal delivery or certified mail, return receipt requested. Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall be used to transmit notices, bills, payments, and other information: CITY OF TIGARD MEALS ON WHEELS PEOPLE Attn: Kevin Cole Attn: Vicki Adams Address: 13125 SW Hall Blvd. Address: 8815 SW O'Mara St Tigard, Oregon 97223 Tigard, OR 97223 Phone: 503-327-5471 Phone: 503-620-4613 When so addressed, such communication shall be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices, bills and payments 2020 Tigard Senior Center Facility Lease 11 1 Page shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices,bills and payments are to be given by giving written notice pursuant to this paragraph. The parties agree that this process only applies to official notices required under this Lease,bills and payments,and does not apply to the specific notice requirements of the "Communication Escalation"provisions of Section 19 of this Lease. 28.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. 29.ASSIGNMENT Lessee may not assign this Lease, nor any right of use to any portion of the Facility or property to any third person by any means, without the prior written consent of City, which may be granted, conditioned or withheld in the City's exclusive discretion. Any assignment or attempted assignment without the City's prior written consent shall be void. No assignment,or sublease, or consent thereto by City, shall relieve Lessee, either wholly or partially, from its obligations under this Lease, unless agreed to in writing by City. 30.SUBORDINATION This Lease, and all rights of Lessee hereunder, are and shall be, upon the election of the holder thereof, subject and subordinate to all mortgages, trust deeds, and other financing and security instruments ("Mortgages") that may now or hereafter affect the Facility, and to all renewals, modifications, replacements, and extensions of any such Mortgages. This Section shall be self-operative, and no further instrument of subordination shall be required to effect a subordination hereunder;provided,however, that in confirmation of such subordination, Lessee shall promptly execute, acknowledge,or deliver any instrument that City or any such mortgagee may reasonably request to evidence such subordination. If Lessee fails to execute, acknowledge, or deliver any such instruments within the ten (10) days after a request therefor, City may declare an event of default hereunder. Lessee hereby irrevocably constitutes and appoints City as Lessee's attorney-in-fact, coupled with an interest, to execute and deliver any such instruments for and on behalf of Lessee, at City's sole election. 31.ESTOPPEL CERTIFICATE Lessee agrees if requested by City to promptly execute, acknowledge, and deliver to City a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is (or is not) in full force and effect as modified and stating the modifications), whether any party is in default or breach of this Lease or, with the giving of notice of lapse of time, or both, would 2020 Tigard Senior Center Facility Lease 12 1 Page be in default or breach of this Lease, and the date to which the basic rent and other charges would have been paid in advance, if any. 32.CONDEMNATION If the Property or any interest therein is taken as a result of the exercise of the right of eminent domain, this Lease shall terminate as to such portion as may be taken. 33.NON-WAIVER 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. 34.ADHERENCE TO LAW Lessee shall adhere to all applicable federal, state and local laws, rules, regulations and ordinances, including laws governing its relationship with its employees, including but not limited to, laws, rules, regulations and policies concerning Workers' Compensation, minimum and prevailing wage requirements and occupational safety and health requirements. 35.TIME OF ESSENCE It is mutually agreed that time is of the essence in the performance of all covenants and conditions to be kept and performed under the terms of this Lease. 36.WARRANTIES/GUARANTEES Except for those warranties specifically set forth herein, the City makes no warranty, guarantee or averment of any nature whatsoever concerning the physical condition of the Facility, and it is agreed that the City will not be responsible for any loss, damage or costs which may be incurred by Lessee by reason of any such physical condition. 37.HEADINGS The article and section headings contained herein are for convenience in reference and are not intended to define or limit the scope of any provision of this Lease. 38.CONSENT OF THE CITY Whenever consent approval or direction by the City is required under the terms contained herein, all such consent, approval or direction shall be received in writing from the City Manager, or designee. 39.MODIFICATION Any modification of this Lease shall be mutually agreed upon and reduced to writing, and to the extent it does not affect a major business term of the Lease, may be done for the City, by its City Manager, or designee. 2020 Tigard Senior Center Facility Lease 13 1 Page 40.GOOD FAITH The terms and conditions set forth in this Lease are for the benefit of both parties. In the performance of the duties and obligations set forth herein, there is an obligation and duty of reasonable diligence and good faith imposed on the parties to fulfill the terms, conditions and covenants in this Lease. 41.ATTORNEY FEES; VENUE In the event of a dispute between the parties as to the interpretation or applicability of any of the provisions of this Lease, and a suit or action is instituted in connection therewith, the prevailing party shall be entitled to recover in addition to costs and disbursements (including expert's fees and all costs associated with discovery), such sum as the court may adjudge reasonable as attorney fees, or in the event of appeal or review, such fees as may be as allowed by the court. Washington County Circuit Court shall be the venue for an action or suit concerning the terms of this Lease. 42.APPLICABLE LAW This Lease shall be governed by and construed in accordance with the laws of the State of Oregon. 43.ENTIRE AGREEMENT It is understood and agreed that this instrument contains the entire agreement between the parties relating to the subject matter hereof. It is further understood and agreed by Lessee that the City and its agents have made no representations or promises with respect to this Lease or the making or entry into this Lease, except as expressly set forth in this Lease. 44.WARRANT OF AUTHORITY The City and Lessee warrant that all actions required to authorize entry by the parties into this Lease have been performed, and the individuals executing this Lease warrant that they have full authority to execute this Lease on behalf of the entity for whom they are acting herein. IN WITNESS WHEREOF, the parties have executed this Lease effective on the Effective Date. CITY OF TIGARD, OREGON MEALS ON WHEELS PEOPLE OF OREGON I By: By: Name: by Nyland Name: Title: Interim City Manager Tide: "- Date Signed:12/20/2020 Date Signed: 2020 Tigard Senior Center Facility Lease 14 1 Page EXHIBIT A LEASE DETAILS The scope of the required services to be performed by Lessee consist of the operation and management of Meals on Wheels People program located in the Tigard Senior Center. Capitalized terms not defined in this "Lease Details" document shall have the definitions assigned to them in the Lease. In the event of a conflict between the terms of the Lease and this "Lease Details" document, the terms of the Lease shall control. Details on the scope of services are as follows: A. SERVICE PROGRAM Lessee shall operate and manage the Meals on Wheels Program designed to support the nutritional needs and enhance the quality of life for seniors in the Tigard community. B. LOCATION The location of the Tigard Senior Center is 8815 SW O'Mara St,Tigard, Oregon. C. FURNISHINGS AND EQUIPMENT In the event of termination of this agreement, all such furnishings, equipment, and decorations, which are permanently attached to the facility, shall remain in the facility in good repair, with allowance for wear and tear, occasioned by normal use. Each of the parties hereto including the City shall retain ownership of any non-fixture equipment, pots, pans, dishes, utensils, and other personal property acquired by its own funds,by funds received from grants and donations to such party for acquiring such personal property, or such personal property as may be donated to such party. D. HOURS OF OPERATION Lessee shall have use of the facility from Monday at 7:00 A.M. through Friday at 5:00 P.M. Lessee shall have first priority for additional use of the facility outside of the hours noted in this paragraph. E. GENERAL CONSIDERATIONS The City will not be responsible for any damage, loss, or theft of property on the Facility. The City will provide a simple motion sensor on the Facility but will not provide security for the area. Lessee will be responsible for ensuring that the proper equipment and consumables are properly secured when the Meals on Wheels People program is not open for business. F. TIGARD SENIOR CENTER EQUIPMENT LIST A mutually agreed upon inventory list of property owned by the City and the Lessee shall be maintained and updated quarterly. This list will document ownership of equipment and furnishings and determine responsibility for maintenance, repairs and replacement. The list may be amended at any time by mutual written agreement of their designees. Tigard Senior Center Equipment List Meals on Wheels People City of Tigard Kitchen equipment(stove, disposal, ovens, Rolling warmer oven -CresCor refrigerators, etc.) Ice maker- Manatowoc Model #IY0324A Washer& dryer Kitchen utensils (pots, pans, utensils,table settings) Sundeck tables and umbrellas Dining room tables and chairs Aluminum tables downstairs Sundeck barbecue Stacking chairs stored downstairs Library furnishings Touch up paint supply Piano Janitor closet supplies Tables/chairs in entry area Security camera system (in server room) PA system component (Mics, speakers&CD player) Exterior large flower pots Exterior flag Exterior park benches (3) Square tables&chairs by Kiln Room Arctic air white frig Computer Lab Computers (3), tables and chairs in Library PA System (sound mixer, box and power amp) Office furniture Shelving in the drivers' prep room Office computers&equipment(including copier& phones) Conference Table&Chairs downstairs Frig Model T23 True in dining room Coffee maker in dining room All white freezer in drivers' prep room TVs Kiln Soap& rinse dispenser on kitchen dishwasher& the hosing Microwaves in kitchen and drivers' prep room Frigidaire Freezer Model#LFUH21F7LM2/Serial #WB14265374 2