Loading...
Benjamin C Rivera Dba Ambition LLC ~ 32500041 ~ Ambition Lease Agreement CITY OF TIGARD - CONTRACT SUMMARY & ROUTING FORM Contract Overview Contract/Amendment Number: 32500041 Contract Start Date: 11/30/2024 Contract End Date: 11/30/2025 Contract Title: Ambition Lease Agreement Contractor Name: Benjamin C Rivera DBA Ambition LLC Contract Manager: Justin James Department: Facilities Contract Costs Original Contract Amount: $96,000 Total All Previous Amendments: n/a Total of this Amendment: n/a Total Contract Amount: $96,000 Procurement Authority Contract Type: Lease Procurement Type: N/A - Lease Solicitation Number: n/a LCRB Date: Council approval of lease 11/19/2024 Account String: Fund-Division-Account Work Order – Activity Type Amount FY 2025 6506400-54309 $56,000 FY 2026 6506400-54309 $40,000 FY FY Contracts & Purchasing Approval Purchasing Signature: Comments: $8,000/month, 60-day notice for renewal term, option for 2 renewals. Finance on-point for annual tax waiver request. DocuSign Routing Route for Signature Name Email Address Contractor Benjamin Rivera rivbc.ambitionllc@gmail.com City of Tigard Steve Rymer stever@togard-or.gov Final Distribution Contractor Benjamin Rivera rivbc.ambitionllc@gmail.com Project Manager Justin James Justin.james@tigard-or.gov Project Manager Jade McIntosh jade.mcintosh@tigard-or.gov Buyer Rosie McGown rosie.mcgown@tigard-or.gov LEASE AGREEMENT This Lease Agreement (this “Lease”), dated as of the Effective Date, is by and between Landlord and Tenant, whereby Landlord agrees to lease to Tenant, and Tenant agrees to lease the Premises from Landlord, on the terms and conditions provided in this Lease. Capitalized terms not otherwise herein defined shall have the meaning assigned below. 1. Defined Terms: Effective Date: November 30, 2024 Tenant: CITY OF TIGARD, OREGON, a municipal corporation Tenant Notice Address: Attn: Facilities Manager, 13125 SW Hall Blvd., Tigard, OR 97223 Landlord: AMBITION LLC, an Oregon limited liability company Landlord Notice and Payment Address: 2793 Poplar Way, Lake Oswego, OR 97034 Premises: approximately 6,000 square feet of space in the east side of the building (the “Building”), as depicted in Exhibit A-1 located at 8770 SW Burnham Street, in Tigard, Oregon, on the real property (the “Property”) legally described in Exhibit A-2 attached hereto. Commencement Date: December 1, 2024 Term: commencing on the Commencement Date and continuing until November 30, 2025, subject to Tenant’s option to extend the Term as provided in Section 5. Monthly Gross Rent: $8,000.00 Permitted Use of the Premises: for office and administrative use, storage, and other uses permitted by law that would not constitute a nuisance to other tenants in the Building. 2. Delivery of Premises. Landlord shall deliver the Premises to Tenant on the Commencement Date in its “as- is” condition, except that (a) all systems will be in good working order, and (b) Landlord will remove the carpeting and clean up/polish the concrete floors in the “work area” portion of the Premises prior to commencement of the Term. 3. Rent. Monthly Gross Rent for the first full month of the Lease Term shall be paid upon execution of this Lease. Monthly Gross Rent is payable in advance, commencing on the Commencement Date and on the first day of each calendar month thereafter. Monthly Gross Rent not paid within fifteen (15) days of written notice shall bear a late charge of 5%. This is a “gross” lease and not a “triple net” lease, and Tenant shall not be obligated to pay any other rent, other than the Monthly Gross Rent. Notwithstanding the foregoing, the parties acknowledge that the foregoing Monthly Gross Rent amount assumes that Tenant obtains an exemption for the Premises from property taxation. Tenant is responsible for applying for and obtaining any such exemption, subject to Landlord’s reasonable cooperation in connection therewith. Any tax savings resulting from the exemption shall inure solely to the benefit of Tenant. In the event that Tenant does not obtain such exemption, then Tenant will pay to Landlord Tenant’s proportionate share of the property taxes assessed to the Building and Land (excluding any assessments for tenant improvements charged to other tenants), based on the rentable square footage of the Building and the rentable square footage the Premises. 4. Use of the Premises. Tenant shall use the Premises only for the Permitted Use. In connection with its use, Tenant shall at its expense comply with all applicable local state and federal laws, ordinances, and regulations of any public authority (together “Laws”) related to Tenant's specific use. Landlord shall be responsible for ensuring the Property complies with all Laws, including without limitation, compliance with the Americans With Disabilities Act. Tenant shall not cause or permit any hazardous substance to be spilled, leaked, disposed of, used, or otherwise released PAGE 1 LEASE AGREEMENT Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6 PAGE 2 LEASE AGREEMENT on or under the Premises. 5. Options to Extend. Tenant shall have the option (the “Option”) to renew this Lease for two (2) additional terms of one year each (each, a “Renewal Term”). Each Renewal Term shall be under the same terms and conditions as provided for in the original term except that Monthly Gross Rent shall be $8,251.30 for the first Renewal Term and $8,510.70.00 for the second Renewal Term. Notice of Tenant’s exercise of an Option must be given to Landlord in writing at least sixty (60) days prior to the last day of the then-expiring term of this Lease. 6. Right of First Offer. If Landlord desires to sell or transfer the Property at any time during the Term of this Lease (as may be extended pursuant to Section 5 above), then Landlord shall give Tenant written notice of such desire, together with the purchase price for which Landlord desires to offer the Property for sale (the “Offer Price”). Tenant shall have thirty (30) days to notify Landlord of Tenant’s acceptance of the Offer Price (the “Acceptance Period”), at which time Landlord and Tenant shall negotiate in good faith a purchase and sale agreement, which provides for a purchase price at the Offer Price, subject to a due diligence contingency and other customary terms, but with a closing date no later than sixty (60) days after signing such agreement (a “PSA”). If Tenant fails to notify Landlord of its acceptance of the Offer Price by the end of the Acceptance Period, or if, despite the parties’ good faith negotiations, Landlord and Tenant fail to sign a PSA within thirty (30) days after the Acceptance Period, then Landlord shall have the right to sell the Property for the Offer Price for the next twelve (12) months, provided, however, that if purchase price for the sale of the Property is less than the Offer Price, then Landlord shall re-offer the Property to Tenant through the same process as provided above. If Tenant fails to accept the Offer Price and the sale to the third party for the Offer Price closes, then Tenant’s rights under this Section 6 shall terminate as to that sale, but not as to subsequent to purchase the Property. A Memorandum of Right of First Offer in the form attached hereto as Exhibit B shall be recorded in the Deed Records of Washington County, Oregon. 7. Signage. Tenant may erect a sign stating its name on the Building after first securing Landlord's written approval of the size, color, design, wording, and location, and all necessary governmental approvals. All signs installed by Tenant shall be removed upon termination of this Lease with the sign location restored to its original condition. 8. Alterations. Tenant shall have the right to make alterations, additions, and improvements so long as the same do not affect any structural elements of or systems within the Building. Upon termination of this Lease, any such alterations, additions, or improvements shall at once become part of the realty and belong to Landlord unless Tenant removes part or all of the additions, alterations, or improvements prior to the expiration of the Term. Tenant shall not allow any mechanic’s or construction liens to attach to the Premises as a result of Tenant’s alterations, additions, or improvements. 9. Maintenance: Damage to Building. Landlord shall repair and maintain the Building, Premises, common areas and all systems contained therein, electrical system, plumbing, drainpipes, and heating systems of the Premises at Landlord’s cost, provided, however, Tenant shall be responsible for (a) maintenance and repair of the interior Premises (but not any systems or structural elements contained therein), and (b) maintenance of the landscaping on the Property (in an amount not to exceed $200 monthly). 10. Utility Charges. Landlord shall pay the costs of providing electricity, water and sewer service, garbage and trash removal, telephone, and internet service at Landlord’s cost, which shall not be charged to Tenant. Notwithstanding the foregoing, if Tenant uses excessive amounts of utilities that increase the cost of utilities beyond what it would cost for normal and reasonable office use, then Landlord and Tenant will confer and reasonably cooperate to allocate the reasonable costs thereof. 11. Parking. Tenant, its employees, contractors, and customers shall have the right to use up to eleven (11) parking spaces on the Property as depicted in Exhibit A-1. Tenant shall have the right to exclusive use of the parking area and spaces for Tenant events on weekends, so long as Tenant notifies Landlord at least seven (7) days in advance of such events. 12. Tenant's Indemnification; Liability Insurance. Subject to the limitations of the Oregon Tort Claims Act, Tenant shall indemnify, defend and hold Landlord harmless from any third-party claims for personal injury or damage Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6 PAGE 3 LEASE AGREEMENT to property caused by Tenant on the Premises. Tenant shall carry general liability insurance on an occurrence basis with combined single limits of not less than $1,000,000. Such insurance shall be provided by an insurance carrier reasonably acceptable to Landlord and shall be evidenced by a certificate delivered to Landlord. Landlord shall be named as an additional insured on such policy. 13. Casualty. “Major Damage” means damage by fire or other casualty to the Building or the Premises that causes the Premises or any substantial portion of the Building to be unusable for Tenant’s use. In case of Major Damage, either Landlord or Tenant may elect to terminate this Lease by notice in writing to the other party within thirty (30) days after such date. If this Lease is not terminated following Major Damage, or if damage occurs that is not Major Damage, Landlord shall promptly restore the Premises to the condition existing just prior to the damage. Tenant shall be responsible for insuring its personal property. 14. Condemnation. If a condemning authority takes title by eminent domain or by agreement in lieu thereof to the entire Building or a portion sufficient to render the Premises unsuitable for Tenant’s use, then either party may elect to terminate this Lease effective on the date that possession is taken by the condemning authority. If this Lease is not terminated, then rent shall be reduced for the remainder of the term in an amount proportionate to the reduction in area of the Premises caused by the taking. All condemnation proceeds shall belong to Landlord, and Tenant shall have no claim against Landlord or the condemnation award because of the taking, except that Tenant shall have the right to pursue a claim for its personal property, fixtures, and moving costs. 15. Assignment and Subletting. Tenant shall not assign, sublease or transfer its interest under this Lease nor sublet the Premises without first obtaining Landlord's consent in writing, which shall not be unreasonably withheld. 16. Default. Any of the following shall constitute a default by Tenant under this Lease, each, an “Event of Default”: (a) Tenant's failure to pay rent or any other charge under this Lease within fifteen (15) days after written notice that it is due; and (b) Tenant’s failure to comply with any other term or condition within thirty (30) days following written notice from Landlord specifying the noncompliance; provided that if the default cannot reasonably be cured within the thirty (30) day period, Tenant shall not be in default if Tenant commences the cure within the thirty (30) day period and thereafter diligently pursues such cure to completion. 17. Remedies for Default. If an Event of Default occurs, Landlord shall have the right to the following remedies which are intended to be cumulative and in addition to any other remedies provided under applicable law: (a) terminate this Lease without relieving Tenant from its obligation to pay damages, (b) retake possession of the Premises by summary proceedings or otherwise, and (c) recover reasonable costs of collection and other expenses incurred by Landlord in connection with Tenant’s default hereunder, including reasonable attorneys’ fees. In no event shall Tenant be liable for consequential damages. 18. Surrender on Termination; Holdover. On expiration or early termination of this Lease, Tenant shall return the Premises to Landlord in substantially the same condition as received, subject only to reasonable wear from ordinary use. If Tenant elects to remove any of its improvements, alterations or fixtures, Tenant will restore all damage resulting from such removal. If Tenant fails to vacate the Premises with all of its property removed when required, Landlord may elect to treat Tenant as a tenant from month to month, subject to all provisions of this Lease. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided. The preceding provisions of this Section shall not be construed as Landlord's consent for Tenant to hold over. 19. Inspection. Landlord shall have the right to enter upon the Premises upon reasonable prior notice, but not less than one business day, except in case of emergency to determine Tenant's compliance with this Lease or to make necessary repairs to the Building or the Premises. 20. Estoppel Certificates. Each party shall, within ten (10) days after notice from the other party, execute and deliver to the requesting party a certificate stating whether or not this Lease has been modified and is in full force and effect and specifying any modifications or alleged breaches and any other matters that may reasonably be requested by the requesting party. Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6 PAGE 4 LEASE AGREEMENT 21. Security. Tenant may install a security system within the Premises with Landlord’s written consent, which consent will not be unreasonably withheld. 22. General Provisions. a. Governing Law; Attorneys' Fees. This Lease will be governed by and construed in accordance with the laws of the State of Oregon, each party agrees to submit to the jurisdiction of the state or federal courts in the county where the Premises are located. In any litigation arising out of this Lease, including any bankruptcy proceeding, the prevailing party shall be entitled to recover its reasonable attorney fees at trial and on any appeal or petition for review. b. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR WITH RESPECT TO THIS LEASE. c. Quiet Enjoyment. Tenant shall be entitled to peaceable and undisturbed possession of the Premises free from any eviction or disturbance. d. Waiver. Waiver by either party of strict performance of any provision of this Lease shall not be a waiver of nor prejudice the party's right otherwise to require performance of the same provision or any other provision. e. Successors and Assigns; Joint and Several Liability. Subject to the limitations on transfer of Tenant's interest, this Lease shall bind and inure to the benefit of the parties, their respective successors, and assigns. f. Notices. Notices between the parties relating to this Lease shall be in writing, effective when delivered, or if mailed, effective on the second day following mailing by certified mail, postage prepaid, to the address for the party stated in this Lease or to such other address as either party may specify by notice to the other. g. Force Majeure. If performance by a party of any portion of this Lease is made impossible by any prevention, delay, or stoppage caused by governmental approvals, war, acts of terrorism, strikes, lockouts, labor disputes, acts of God, inability to obtain services, labor, or materials or reasonable substitutes for those items, governmental actions, civil commotions, fire or other casualty, or other causes beyond the reasonable control of a party, performance by such party for a period equal to the period of that prevention, delay, or stoppage is excused. h. Entire Agreement; Severability. This Lease and the attached Exhibits constitute the entire agreement of the parties and supersede all prior written and oral agreements and representations. If any provision of this Lease is held to be invalid, unenforceable or illegal the remaining provisions shall not be affected and shall be enforced to the fullest extent permitted by law. This Lease may be executed in counterparts and/or electronically, each of which shall be deemed an original and all of which shall constitute one and the same instrument. i. Exhibits and Additional Provisions. The following Exhibits are attached hereto and incorporated herein into this Lease: Exhibit A-1: Depiction of Premises Exhibit A-2: Legal Description of Property Exhibit B: Memorandum of Right of First Refusal /// /// /// Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6 PAGE 5 LEASE AGREEMENT IN WITNESS WHEREOF, the parties hereto have executed this Lease effective as of the Effective Date. LANDLORD: AMBITION LLC, an Oregon limited liability company By: ________________________ Name: ______________________ Title: _______________________ TENANT: CITY OF TIGARD, OREGON, a municipal corporation By: _____________________________ Name: ___________________________ Title: ____________________________ Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6 Ben Rivera CEO City Manager Steve Rymer EXHIBIT A-1 TO LEASE AGREEMENT EXHIBIT A-1 DEPICTION OF THE PREMISES Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6 Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6 Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6 Docusign Envelope ID: 0047283B-4C1A-468E-894E-B66463FFDBC6