Northwest Fiber, LLC Dba Ziply Fiber ~ LE220001 ~ Lease Agreement - 8840 SW Burnham Street - Parking LEASE AGREEMENT
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THIS LEASE is made and entered into this 12r day of February, 2022 ("EffectiveDate"),
by and between the City of Tigard, an Oregon municipal corporation ("Lessee"), and
Northwest Fiber, LLC dba Ziply Fiber, a Delaware limited liability company ("Lessor").
RECITALS
A.L essor is the owner of the real property commonly known as 8840 SW Burnham Street
Tigard, OR 97223 and further described on the attached and incorporated Exhibit A
("Property").
B.L essee desires to use that portion of the Property specifically depicted on Exhibit A
("Premises") for parking.
C.L essor desires to lease the Premises to Lessee,and Lessee desires to lease the
Premises from Lessor,on the terms and conditions set forth in this Lease Agreement
("Lease").
NOW THEREFORE, in consideration of the mutual covenants herein, the parties agree as
follows:
AGREEMENT
1. PROPERTY LEASED
Lessor hereby leases the Premises to Lessee and Lessee hereby leases the Premises from
Lessor subject to the terms and conditions of this Lease.
2. TERM OF LEASE
The term of this Lease will be for a period of three (3) years, commencing on
March 1, 2022 ("Commencement Date") and terminating February 28, 2025 (the "Initial
Term"), subject however to extension as hereinafter provided, and further subject to
termination as hereinafter provided.
The Initial Term will automatically be extended for additional one (1) year terms on the
anniversary of the Commencement Date, unless terminated pursuant to Section 8.
3. PAYMENT OF RENT
Lessee agrees to pay Lessor monthly rent for the Premises in the amount of six hundred
dollars ($600.00)per month. Lessee shall pay Lessor rent on or before the tenth (10"') day
of each month as rent of the Premises during the month of payment.
4.1, ESSEE'S ACCEPTANCE OF LEASE
Lessee accepts this Lease and agrees to pay the Rent stated herein for the full term of this
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Lease, under the terms written above.
S. CONDITION OF PREMISES
Lessor makes no representations or warranties with respect to the condition of the
Premises or the adequacy of the Premises for the Lessee's intended use. Lessee
acknowledges and agrees that (i) it accepts the Premises at its sole risk; and (ii) it accepts
the Premises "as is" and "with all faults." Lessor shall not be liable for any personal
injury or property damage incurred by Lessee or any of its employees, agents,
subcontractors or other representatives while on the Premises.
G. USE OF PREMISES
Lessee covenants and agrees that it will use the Premises solely and exclusively for the
purpose of City personnel or fleet vehicle parking in accordance with the terms of this
Lease, and for no other purpose without Lessor's prior written consent. Lessor agrees
that Lessee's use of the Premises will be allowed at all times during the Term, i.e.,
twenty-four hours per day, seven days per week.
7. MAINTENANCE/REPAIRS
Lessee agrees to, once during the Lease, restripe the front and rear parking lot within 9
months from the start of the lease and at a time mutually agreed upon by the Parties.
Notwithstanding this obligation, Lessor is responsible for regular maintenance and
repairs of the Premises to the same extent as its own Property.
8. TERMINATION OF LEASE
After the initial three (3) year period, either Party may terminate this Lease upon one (1)
year's written notice to the other Party.
9. NO USE OF HAZARDOUS SUBSTANCES
No use, handling, storage,generation, creation, disposal, transportation, or discharge of
any Hazardous Substances shall be permitted on or about the Premises 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
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.
10. DEFAULT AND REMEDIES
If(i) Lessee fails to pay any Rent when payment is due;or(ii) a Party fails to perform or
observe any other covenant or agreement contained in this Lease, and such default
continues for ten (10) days or more after written notice of such failure is given to the
defaulting Party; the Party shall be in default under the Lease, and the non-defaulting
Party, immediately or at any time thereafter,without demand or notice, may terminate
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the Lease at the option of the non-defaulting Party by giving written notice of
termination.
11. 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 ZIPLY
Attn: Facilities Manager Attn: Brian Jay
Address: 13125 SW Hall Blvd. address: 135 Lake Street South
Tigard, Oregon 97223 Kirkland, WA 98003
Phone: (503) 718-2588 Phone: (425) 739-1384
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
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.
12. INDEMNITY
Subject to the limits of the Oregon Tort Claims Act, Lessee shall indemnify, defend and
hold harmless Lessor, its owners, directors, officers, employees, agents, other
representatives and successors and assigns from all third-party claims suits, proceedings,
judgments, damages and costs, including reasonable attorneys' fees and expenses, arising
from or related to Lessee's use of the Premises, except to the extent such claim results
from Lessor's negligence or willful misconduct. Lessee shall promptly notify Lessor of
any claim and shall have sole responsibility for the defense and settlement of any claim.
Lessee shall keep Lessor informed of and consult with Lessor with the status of the any
claim including any litigation or settlement. Lessee shall not settle any claim without
Lessor's consent if(i) settlement is part of any criminal proceeding; or (ii) contains a
stipulation to or admission or acknowledgment of, any liability or wrongdoing (whether
in contract, tort or otherwise) by Lessor requires any specific performance or non-
pecuniary remedy by Lessor. Lessor shall have the right to participate in the defense of a
claim with counsel of its choice at its own expense.
13. INSURANCE
Lessee shall obtain and maintain at its expense the following insurance in the following
amounts, with insurance companies possessing a minimum A.M. Best rating of A-VI.
Alternatively, Lessee may be self-insured through a public entity risk pool:
(a) Commercial General Liability insurance covering bodily injury (including
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personal injury) and property damage with a combined single limit of not
less than $3,000,000 per occurrence/annual aggregate. Such limit can be
satisfied through any combination of primary liability and umbrella liability
policies. All such insurance shall include contractual liability coverage for the
performance by Lessee of its indemnity agreements;
(b) Comprehensive Business Automobile Liability insurance covering bodily
injury (including personal injury) and property damage for all such owned,
hired or non-owned vehicles with a combined single limit of not less than
$3,000,000 per event/annual aggregate.
Such policies of insurance shall name Northwest Fiber, LLC as additional insureds on a
primary and non-contributory basis. All such policies shall provide thirty (30) days' prior
written notice to Lessor of any termination, cancellation or change in coverage or limits.
Certificates of insurance shall be delivered to Lessor prior to Lessee's commencement of
parking under this Lease and, without further request, at least twenty (20) days prior to
the expiration of the term of each such policy.
14. SUCCESSORS 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, the Parties' permitted successors
and assigns. Lessee may not assign this Lease or any rights or interests under this Lease without
prior written consent of Lessor. This Lease shall be deemed automatically assigned to a
successor of Lessor in the event of a (i) sale of all or substantially all of its assets, stock
or other ownership interests, or (ii) merger, consolidation, reorganization or re-
capitalization.
15. 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.
16.ADHERENCE TO LAW
Lessee shall adhere to all applicable federal, state and local laws, rules, regulations and
ordinances.
17. MODIFICATION
Any modification of this Lease shall be mutually agreed upon and reduced to writing.
18. 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
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terms, conditions and covenants in this Lease.
19. VENUE
Washington County Circuit Court shall be the venue for an action or suit concerning
the terms of this Lease.
20.APPLICABLE LAW
This Lease shall be governed by and construed in accordance with the laws of the State
of Oregon.
21. ENTIRE AGREEMENT
It is understood and agreed that this instrument contains the entire agreement between
the parties relating to the subject matter hereof
IN WITNESS WHEREOF, the parties have executed this Lease effective on the
Effective Date.
CITY OF TIGAI{p Northwest Fiber, LLC dba ZIPLY Fiber
By:
By: —_—
Name: Name: D10-111WILI,
Its: Its:
Ziply Parking Lease 5 1 Pa g e
:Exhibit
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1 parking spaces
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