Meals on Wheels (aka Loaves & Fishes) - Use of Premises Senior Center CITY OF TIGARD
TIGARD SENIOR CENTER LEASE
This Amendment to the Tigard Senior Center Lease ("Amendment") is made and entered
into by and between the City of Tigard, an Oregon municipal corporation ("City"), and
Meals on Wheels People, an Oregon non-profit corporation ("Lessee").
RECITALS
A. Lessee and City entered into a lease on June 23, 2015 for the lease of the City of
Tigard Senior Center ("Lease").
B. The Lease has an expiration date of June 30, 2020,
C. The Lease needs to be updated and amended, but as a result of the COVID-19
emergency, the Parties have not been able to do that in a timely manner and wish
to extend the term of the Lease to allow for future negotiations.
AMENDMENT
1. The term of the Lease is extended from June 30, 2020 to December 31, 2020.
2. Except as expressly provided in this Amendment, the terms and conditions of
the Lease remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment effective on
the date executed by both Parties.
CITY OF TIGARD, OREGON MEALS ON WHEELS PEOPLE
By. By:
Name: Marty Wine Name:
Its: Ci Manager Its:
Date: 5/2812020 Date:
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TIGARD SENIOR CENTER LEASE
THIS LEASE is made and entered into this 23rd day ofLune 2015,by and between the City
of Tigard, an Oregon municipal corporation,hereinafter called City,and Meals on Wheels People, a
private,non-profit Oregon corporation,hereinafter called Lessee.
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WITNESSETH: In consideration of the covenants, agreements and stipulations herein
contained on the part of Lessee to be paid, kept and faithfully performed, City does hereby lease to
Lessee and Lessee hereby leases from the City the premises, including all improvements located i
thereon, as is, situated in the City of Tigard, County of Washington and State of Oregon, known
and described as Tigard Senior Center, 8815 SW O'Mara Street,Tigard, Oregon.
The term of this Lease shall be for a period commencing the 30 day of June, 2015 and
ending at midnight on the 30th day of June, 2020 at and for a rental of $1.00 for each year or
portion thereof during the said term payable in lawful money of the United States at the Tigard City 1
Hall, 13125 SW Hall Boulevard, City of Tigard, State of Oregon 97223, initially at signing of this 1
lease and then some time prior to July 1st of each year.
The Lessee contracts with Washington County to provide services to senior citizens, and '
desires to use the Tigard facility. The City desires to locate Meals on Wheels People services in the
Tigard Senior Center facility to provide services, programs and activities to Tigard-area residents.
The City has determined that Lessee is qualified and capable of performing the services hereinafter
required.
In consideration of the above,each party hereto does hereby covenant and agree as follows. �
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(1) LESSEE'S ACCEPLANCE OF LEASE
Lessee accepts said letting and agrees to pay to the order of City the rental stated above for
the full term of this lease,in the manner aforesaid.
(2) USE OF PREMISES
Lessee shall use said premises for the following use and no other:
➢ Provision of nutrition and social service programs for older adults.
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 premises for programming consistent with Lessee's
mission and the terms of this lease agreement.
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Lessee and City will jointly continue to develop a method to monitor the performance of Meals
on Wheels People programs and service delivery through the Tigard Senior Center. Program and
service performance measurement reports are to be filed with City after the conclusion of each
fiscal year and not later than October 15th. Benchmarks are as follows at the signing of this lease:
■ Number of participants using nutrition programs
■ Number of meals served
■ Number of minorities served
■ Number of volunteers and number of volunteer hours
■ Number of participants using educational/recreational programming.
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. Lessee's senior programming will target senior education and socialization
opportunities. These groups must always be held for the benefit of seniors and promote
participation with seniors and their families and be approved or sponsored by the Center's
Steering Committee.
City will have the right to use and permit the use by others of the building and the
equipment,dishes,utensils,pots,pans,etc.under the following terms and conditions:
2.1 Center Director or designated representative will schedule all use of the facility
between Mondays at 7:00 AM to Fridays at 5:00 PM. The City shall assign a
designated person to schedule use of the facility for all time except between Monday
at 7:00 Alva through Friday at 5:00 PM. Such use shall not interfere with the daily
use by Lessee or the facility for the operation of a nutrition and social service
program for older adult;
2.2 Lessee shall assure equipment, dishes, and utensils are left in a sanitary and safe
condition;
2.3 City shall be responsible for use by such other users authorized by the City. City
shall require such other users wishing to use the kitchen to meet with the Center
Manager Director or designated representative prior to use for kitchen use training.
Costs incurred by Lessee resulting from other use will be reimbursed by the City;
2.4 City shall be responsible for the replacement of any equipment, plates, glasses,
cutlery, or utensils lost or damaged by such users as the Lessee/City shall discover in
its use or supervision of such other use of the facility;and
2.5 City shall be responsible for replacement of food, cleaning compounds, paper, and
the supplies owned by Lessee and used by such other users.
Lessee will not make any unlawful, improper or offensive use of the premises; remove any
portion of the structure or fixtures, nor suffer waste thereof. Lessee will not permit anything to be
done upon or about said premises in any way tending to create a nuisance, be that at common law
or by ordinance or by statute.
Lessee shall not store gasoline or other highly combustible materials on said premises at any
time not use said premises in such a way or for such purposes that the fire insurance rate is thereby
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increased or that would prevent City from taking advantage of reduced premium rates for long term
fire insurance policies. f
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Lessee shall comply, at Lessee's own expense,with all laws and regulations of any municipal,
county, state, federal or other public authority respecting the use of said premises.
Lessee shall regularly occupy and use the premises for the conduct of Lessee's business, and
shall not abandon or vacate the premises for more than ten (10) days without 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.
(3) 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. Both parties will periodically update an ownership inventory of furnishings
and equipment.
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(4) UTILITIES/MAINTENANCE
City shall pay for all heat, light, water, sewerage and storm drainage fees, power, sanitary
services, and other utilities used in the above premises 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 janitorial and regular maintenance of the building.
Lessee will keep the kitchen clean,in such a way as to meet the standards of the Washington j
County Health and Human Services and the Oregon State Health Authority for daily cleanliness.
Repairs, equipment maintenance,and seasonal cleaning are the responsibility of the City.
(5) TAXES
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 premises. 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 premises 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
premises. Upon making such payments, Lessee shall give the City a copy of the receipts and
vouchers showing payment.
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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.
In the event that the term of the Lease extends beyond June 30 of any year, Lessee shall
be responsible for payment of all property taxes for the entire tax year without pro-ration, or, in
the event of any change in property tax law, for any taxes due under such law.
(6) REPAIRS AND IMPROVEMENTS
City hereby agrees to maintain and keep said premises (including all interior and exterior
doors, heating,ventilating and cooling systems,interior wiring,plumbing and drain pipes to sewers),
in good order and repair during the entire term of this lease at City's own cost and expense. Lessee
further agrees they will make no alteration, addition or improvements to or upon said premises
without the prior written consent of the City.
The City will provide light bulbs and fluorescent tubes, toilet tissue,paper towels, toilet soap
and such other supplies needed for daily operation in the restrooms and sink areas outside of the
kitchen area.
City agrees to maintain the exterior walls, roof, gutters, downspouts and foundations of the
building and the sidewalks thereabouts. It is understood and agreed that City reserves to itself(and
to at any and all times shall have) the right to alter, repair or improve said premises, or to add
thereto and for that purpose at any time may erect scaffolding and all other necessary structures
about and upon the premises, and City and City's representatives, contractors and their respective
employees and agents for that purpose may enter'in or about the said premises with such materials
as may be necessary,and Lessee waives any claim to damages resulting there from.
(7) CITY'S RIGHT OF ENTRY
It shall be lawful for City,its agents and representatives, at any reasonable time to enter into
or upon the premises for the purpose of examining into the condition and use.
(8) TERMINATION OF LEASE
Failure to provide services in accordance with the contract to the satisfaction of the City, or
its designee, shall result in written notification. Such notification shall be addressed to the Meals on
Wheels People Center Director and Executive Director and shall delineate the inadequacies and
provide specific remedies stipulating a deadline for resolution not less than 60 days from the date
notification is received by the Director. Failure to remedy shall result in termination of the contract
by the City.
The parties may, by mutual consent and written agreement, amend this agreement at any
time with 30 days'notice.
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Either party may end this agrccmcnt (any time) by providing the other party with a 90-dap
written notice of cancelation with notice delivery as defined in Section 23 of this agreement. The
agreement will end 90-days and all parts of the agreement will remain in force until the ending date
of the cancelation notice.
(9) LIENS
Lessee will not permit any lien of any kind, type or description to be placed or imposed
upon the building in which said leased premises are situated, or any part thereof, or the real estate
on which it stands.
(10) ICE,SNOW,DEBRIS
City shall at all times keep the sidewalks in front of the premises free and clear of ice, snow,
rubbish, debris and obstruction, and will not permit rubbish, debris,ice or snow to accumulate on
the roof of the building so as to stop up or obstruct gutters or down spouts or cause damage to said
roof.
(11) OVERLOADING OF FLOORS
Lessee will not overload the floors of said premises in such a way as to cause any undue or
serious stress or strain upon the building, and City shall have the right, at any time, to call upon any
competent engineer or architect whom City may choose, to decide whether or not the floors of said
premises 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
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is such as to imperil said building in whole or in part, Lessee agrees to immediately relieve said
stress or strain in a manner satisfactory to City.
(12) NO USE OF HAZARDOUS SUBSTANCES
No 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. Not shall this
prohibition apply to substances fully contained inside of motor vehicles if they are used in
accordance with all applicable legal requirements. As used in this section, "Hazardous Substances" A
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.
(13) SIGNS
Lessee may alter the existing free-standing sign structure upon receipt of a sign permit from
the City of Tigard, but shall not, without prior written consent of the City, use the outside walls of
said premises, or allow signs or devices of any kind to be attached thereto or suspended there from.
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(14) FIXTURES
All partitions, plumbing, electrical wiring, additions to or improvements upon said leased
premises,whether installed by City or Lessee, shall be and become a part of the building as soon as
installed and the property of City unless otherwise herein provided.
(15) LIGHT AND AIR
This lease does not grant any rights of access to light and air over the property.
(16) DAMAGE BY FIRE OR OTHER CASUALTY
In the event of any damage to the property by fire or other casualty, either party hereto may
terminate this lease as of the date of said fire or casualty.
(17) GRIEVANCES
The resolution of any grievances between the parries shall first be attempted between the
City Central Services Director and 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.
(18) INDEMNIFICATION
Lessee agrees to fully indemnify, hold harmless and defend the City, its City Council,
officers and employees from and against all losses, expenses, claims, damages, judgments or other
costs or expenses and actions (including all expenses incidental to the investigation and defense
thereof at both trial and appeal level, whether or not a trial or appeal ever takes place) of any kind
or nature including, but not limited to, claims or actions based upon or arising out of damages or
injuries to third persons or their property, proximately caused (or allegedly caused) through the
fault of Lessee, its employees or agents in the use and/or occupancy of the premises except for
liability arising out of the negligence of the City and its employees If any aspect of this indemnity
shall be found to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall
not affect the validity of the remainder of this indemnification.
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 of the City,its employees or agents.
In the event that there is any bodily injury at, or property damage to, any portion of the
premises caused by Lessee or any third party, Lessee shall immediately notify the City's Risk
Management representative and cooperate in the City's investigation of said incident. Lessee shall
make all reports or documents concerning the incident, whether in their possession or the
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possession of their insurance carrier available to the City and cooperate with the City in
investigating, compromising or litigating the claim against those parties.
For any property damage done to or caused by the fault of Lessee, Lessee shall be given
the option of repairing the damage or having the City repair the damage at Lessee's expense. The
City shall give written notification to Lessee of any damage requiring repair and give Lessee thirty
(30) days to commence repair. If within that period, or such other period as may be mutually
agreed upon, no effort has been made to effect repairs, then the repairs will be performed by the
City and billed to Lessee.
For damage done to or at the property or premises 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 Agreement. L
(19) INSURANCE REQUIREMENT
Insurance requirements set forth below do not in any way limit the amount or scope of
liability of Lessee under this Agreement. The amounts listed indicate only the minimum amounts F
of insurance coverage the City will accept to help insure full performance of all terms and
conditions of this Agreement All insurance required by Lessee under this Agreement shall meet
the following minimum requirements: 1
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(19.1) 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 prior to the expiration or
cancellation of any insurance policy. No insurance policy may be canceled,
revised, terminated or allowed to lapse without prior written notice being given to
the City. Insurance must be maintained without any lapse in coverage during the
entire initial Term and any extension thereof. Insurance canceled without City i
consent shall be deemed an immediate Event of Default under this Agreement.
The City shall also be given certified copies of Lessee's policies of insurance, upon
request. 5
(19.2) Additional Insured. The City, its officers, employees, agents and volunteers shall
be named as an additional insured in each required policy, other than Workers'
Compensation, and, for purposes of damage to the Premises, as a loss payee. Such
insurance shall not be invalidated by any act, neglect or breach of contract by
Lessee.
(19.3) Primary Coverage. The required policies shall provide that the coverage is primary,
and will not seek any contribution from any insurance or carried by the City.
(19.4) CompanyRatings. All policies of insurance other than Workers' Compensation
must be written by companies having an A.M. Best rating of"A-VII" or better, or
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equivalent. The City may, upon thirty (30) days written notice to Lessee, require
Lessee to change any carrier whose rating drops below an A-VII rating. The City
reserves the right to reject all or any insurance carrier(s) with an unacceptable
financial rating.
(19.5) Required Insurance. At all times during this Agreement, Lessee shall provide and
maintain the following types of coverage:
19.5.1 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 because of 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 premises or occasioned by reason of the
operations of Lessee. Such coverage shall name the City as an additional
insured. 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 bases. City will also provide the same
coverage,naming Lessee as an additional insured.
19.5.2 Fire Legal Liability Insurance. The City shall insure the building space
and all improvements affixed thereto considered to be part of premises,
being managed by Lessee. 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 cavy 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.
19.5.3 Workers' Compensation Insurance. Lessee shall maintain in force Workers'
Compensation insurance for all of its employees. In lieu of such insurance,
Lessee may maintain a self-insurance program meeting the requirements of
the State of Oregon. Coverage shall include Employer's Liability Insurance
with coverage limits of not less than$500,000 each accident
19.5.4 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 bases.
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(19.6) 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 that such
types,limits, and/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 fifteen (15) days of compliance. `
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(19.7) 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.
(20) DELIVERING UP PREMISES ON TERMINATION
At the expiration of said term or upon any sooner termination, Lessee will quit and deliver
up said leased premises and all future erections or additions to or upon the same to City or those
having City's estate in the premises, peaceably, quietly, and in as good order and condition,
reasonable use and wear thereof, damage by fire, unavoidable casualty and the elements alone
excepted, as the same are now in or hereafter may be put in by City.
(21) BREACH OF LEASE TERMS
If Lessee fails to keep, perform or observe any of the terms and/or conditions imposed on
it by this Lease for a period of thirty (30) or more days after written notice of said failure by the
City, or Lessee fails to surrender possession of the premises at the Lease's conclusion, then, and in
either event the City may terminate the Lease at any time thereafter without further notice or
demand on Lessee, enter the premises and lawfully repossess it, expel Lessee (as well as any others
claiming through Lessee) and remove/store Lessee's effects (all at Lessee's expense) without
prejudice to any other remedy, action or suit which the City may be entitled to for arrearage,
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PROVIDED, ALWAYS, and these presents are upon these conditions, that (1) if Lessee
shall fail or neglect to do,keep, perform or observe any of the covenants and agreements contained
herein on Lessee's part to be done, kept, performed and observed and such default shall continue
for thirty(30) days or more after written notice of such failure or neglect shall be given to Lessee, or
(2) if on the expiration of this lease Lessee fails to surrender possession of said leased premises,
then and in either or any of said cases or events, City may terminate this lease and at time thereafter,
without further demand or notice, may enter said premises and repossess the same, and expel said
Lessee and those claiming by, through and under Lessee and remove Lessee's effects at Lessee's
expense, and store the same, all without being deemed guilty of trespass and without prejudice to
any remedy which otherwise might be used for arrears of rent or preceding breach of covenant.
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Neither the termination of this lease by forfeiture not the taking or recovery of possession
of the premises shall deprive City of any other action,right,or remedy against Lessee for possession
or damages, not shall any omission by City to enforce any forfeiture, right or remedy to which City
may be entitled be deemed a waiver by City of the right to enforce the performance of all terns and
conditions of this lease by Lessee.
(22) 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 at will at any time by City.
(23) NOTICES
Any notice required by the terms of this lease to be given by one party hereto to the other or
desired so to be given, shall be sufficient if in writing contained in a sealed envelope, deposited in
the U.S. Registered Mails with postage fully prepaid, and if intended for City herein then if
addressed to said Lessor, in care of the Central Services Director, at Tigard City Hall, 13125 SW
Hall, Tigard, Oregon 97223 and if intended for Lessee then is addressed to Lessee, in care of the
Center Director, at 8815 SW O'Mara Street, Tigard, Oregon 97223. Any such notice shall be
deemed conclusively to have been delivered to the addressee thereof forty-eight (48) hours after the
deposit thereof in said U. S.Registered Mails.
(24) 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.
(25) ASSIGNMENT
No part of this Agreement may be assigned, nor may a right of use to any portion of the
premises or property be conferred on any third person by any other means, without the prior
written consent of City. Any assignment or attempted assignment without the City's prior written
consent shall be void.
(26) CONDEMNATION
If the premises or any interest therein is taken as a result of the exercise of the right of
eminent domain, this Agreement shall terminate as to such portion as may be taken.
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(27) NON-WAIVER
Waiver by either parry of strict performance of any provision of this Agreement 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.
(28) 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 l
to, laws, rules, regulations and policies concerning Workers' Compensation, minimum and
prevailing wage requirements and occupational safety and health requirements.
(29) TIME OF ESSENCE
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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 Agreement.
(30) 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 premises,
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.
(31) 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 Agreement. G
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(32) CONSENT OF 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.
(33) MODIFICATION
Any modification of this Agreement shall be mutually agreed upon and reduced to
writing, and to the extent it does not affect a major business term of the Agreement,may be done
for the City, by its-City Manager or designee.
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(34) GOOD FAITH
The terms and conditions set forth in this Agreement are for the benefit of both parties.
The parties further agree and understand that time is of the essence. 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
Agreement.
(35) ATTORNEY FEES
In the event of a dispute between the parties as to the interpretation or applicability of any
of the provisions of the Agreement and the parties are unable to resolve the matters through
mediation within thirty (30) days of notice of the dispute, and thereafter a suit or action is
instituted in connection therewith, the prevailing party shall be entitled to recover in addition to
costs and disbursements ('including experts fees and all costs associated with discovery), such sum
as the court may adjudge reasonable as attorney fees, or in the event of appeal, such fees as may
be as allowed by the appellate court.Washington County District Court shall be the venue for an
action or suit concerning the terms of this Agreement.
(36) ENTIRE AGREEMENT
It is understood and agreed that this instrument contains the entire Agreement between
the parties. It is further understood and agreed by Lessee that the City and its agents have made
no representations or promises with respect to this Agreement or the making or entry into this
Agreement, except as in this Agreement expressly set forth.
(37) WARRANT OF AUTHORITY
The individuals executing this Agreement warrant that they have full authority to execute
this Agreement on behalf of the entity for whom they are acting herein.
IN WITNESS WHEREOF, the respective parties have executed this instrument in
duplicate on this, the day and year first hereinabove written, any corporation signature being by
authority of its Board of Directors or Council.
CITY: CITY OF TIGARD LESSEE: MEALS ON WHEELS PEOPLE
n
By: By:
John L. I
ok,Mayor Suzanne WAfiington,Ldcutive Director
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WASHINGTON COUNTY
OREGON
July 10 2015
Yvonne Silvernagel
Meals on Wheels People, Inc.
PO Box 19477
Portland, OR 97280-0477
Re: Map &Tax Lot No: 2S12DB-00500 Account No: R468194
Claimed Exempt Use: Food prep and delivery to seniors
Located: 8815 SW O'Mara
F"+
Dear Yvonne Silvernagel:
Your application for property tax exemption requested under ORS 307.166 for Property Leased by an Exempt
t_.
Body to Another Exempt Body is approved as provided by ORS 307.147. The exemption will begin July 1,
2015, and will continue until June 30, 2020, or until lease or property use changes.
The exemption shall continue as long as the ownership and use of the property remain unchanged and during
the period of the lease or other written agreement. If the ownership or use changes, or a new or renewal
lease or other written agreement is entered into, a new claim must be filed as provided under ORS
307.166(3)(a)(A).
If you renew your lease, you must file a new application in accordance with the provisions of ORS
307.166(3)(a)(A). If you wish to renew the exemption but fail to file a timely application, you may file one by
December 31 of the year the exemption is requested provided it is accompanied by a late-filing fee of one-
tenth of one percent of the real market value of the leased area, or$200,whichever is greater [ORS
307.162(2)(A)].
I
**Both you and the lessor are responsible to notify this office if: The lease agreement is not renewed
or you vacate the premises.**
IMPORTANT NOTE: The business furnishings and equipment you own or lease at this location are
subject to taxation. If you have not already done so, please file an application for exemption under the
provisions of ORS 307.162 or 307.112 between January 1 and April 1. Applications are available online at: l
http://www.co.washington.or.us/AssessmentTaxation/ExemptionsDeferrals/additional-property-tax-
exemptions.cfm.
I
If you have any questions or need assistance, please contact me at(503) 846-3929 or garrison winkle-
bryan@ co.washington.or.us.
Sincerely,
DEPARTMENT OF ASSESSMENT AND TAXATION
Rich Hobernicht, Director
By
Garrison Winkle-Bryan, Seniorroperty Appraiser w
Rural Property/Exemptions
Department of Assessment&Taxation • Appraisal Division
155 North First Avenue,Suite 230,MS 8A,Hillsboro,OR 97124-3072
Telephone:(503)846-8826•Fax: (503)846-3908
email: A&T(a)co.washington.or.us
r
A&T:Teams/Exemptions/Form Letters:Leased-Exempt to Exempt Approved.doc(Rev 2/19/14) 4
AMENDMENT TO CITY OF TIGARD LEASE
This Amendment to Lease ("Amendmene,) is entered into effective as of September 4, 2007
("Effective Date") by and between the City of Tigard ("City") and Loaves&Fishes Centers, Inc. ("Lessee").
RECITALS
A. The City and Lessee have entered into that certain lease agreement dated the 27th day of June, 2006
(the"Lease") for the Tigard Senior Center located at 8815 SW O'Mara Street,Tigard, Oregon (the"Original
Premises").
B. The City is remodeling the Tigard Senior Center on O'Mara Street during the fall of 2007 and early
winter of 2008. The Lessee must relocate their operations during the remodel.
C. The City and Lessee desire to amend the Lease to provide for temporary office space for the
Lessee's administrative functions during the remodel period. The Lessee will temporarily relocate from the
Original Premise to a space located at the Public Works Annex Building at 8020 SW Burnham Street ("the
Annex'.
D. Upon the completion of the remodel and once the Original Premises is available for occupancy
(tentatively scheduled for January 2008) the Lessee shall relocate back to the Original Premises.
NOW THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged the City and Lessee hereby agree as follows:
1. Term. The term of this Amendment shall be from September 4, 2007 to a date to be determined
when the Original Premises is available for occupancy at the end of the remodel period (the "Temporary
Relocation Period").
A. For purposes of determining the expiration of the Temporary Relocation Period, the City
shall provide written notice to the Lessee at least thirty (30) days prior to the end of the remodel of the
Original Premises.
2. Premises. The premises, as defined in the first recital of the Lease, shall during the Temporary
Relocation Period be amended to mean the Annex.
A. After the Temporary Relocation Period, the meaning of the term premises as used in the
Lease shall revert to the Original Premises.
3. Use of Premises., During the Temporary Relocation Period, Section 2 of the Lease shall be
deleted in its entirety and replaced with the following:
Lessee shall have full use of the Annex building for the following use and no other:
➢ Administration of the provision of nutrition and social service programs for the elderly and
families.
Amendment to Tigard/Loaves&Fishes Lease-PW Annex. Page 1 of 3
Said use may include operation of a nutrition and social service program for the elderly,
including, but not limited to, administration, informational, educational, information and referral, and
counseling services:
Lessee and City will jointly develop a method to monitor the performance of Loaves and Fishes'
programs and service delivery. The first program and service performance measurement report is to be
filed with the City after the conclusion of the 2007 calendar year. Benchmarks are as follows:
Number of participants using nutrition programs
Number of meals served
Number of minorities served
Number of volunteers and number of volunteer hours
Number of participants using educational/recreational programming
Lessee shall have use of the Annex seven days a week, twenty-four (24) hours a day. Lessee will not
make any unlawful, improper or offensive use of the Annex; remove any portion of the structure or
fixtures, not suffer waste thereof. Lessee will not permit anything to be done upon or about the Annex
in any way tending to create a nuisance,be that at common law or by ordinance or by statute.
Lessee shall not store gasoline or other highly combustible materials at or about the Annex at any time
nor use the Annex in such a way or for such purposes that the fire insurance rate is thereby increased or
that would prevent City from taking advantage of reduced premium rates for long term fire insurance
policies.
Lessee shall comply, at Lessee's own expense, with all laws and regulations of any municipal, county,
state, federal or other public authority respecting the use of the Annex.
Lessee shall regularly occupy and use the Annex for the conduct of Lessee's business, and shall not
abandon or vacate the Annex for more than ten (10) days without written approval of City.
4. Furnishings and Equipment. During the Temporary Relocation Period, the first sentence of
Section 3, Furnishings and Equipment, of the Lease shall be deleted in its entirety and replaced with the
following:
All furnishings, equipment, and decorations which are brought to the Annex by the Lessee shall
remain in the ownership of Lessee and must be removed from the Annex upon relocation back to the
Original Premise at the end of the Temporary Relocation Period.
5 Utilities/Maintenance. During the Temporary Relocation Period, the first and second sentences
of Section 4, Utilities/Maintenance, of the Lease shall be deleted in its entirety and replaced with the
following:
City shall pay for all heat, light,water, sewerage and storm drainage fees, power, sanitary services,
and other utilities used in the Annex during the Temporary Relocation Period. The City shall also pay
for phone utility service at the Annex at no charge to the Lessee during the Temporary Relocation
Period.
Amendment to Tigard/Loaves&Fishes Lease-PW Annex Page 2 of 3
6. Taxes. Since the Temporary Relocation Period,will end prior to July 1, 2008, the County will not
require payment of taxes on the Annex. Therefore,during the Temporary Relocation Period, Section 5
of the Lease is deleted in its entirety.
7. Insurance. During the Temporary Relocation Period, in addition to the provisions provided for
in Section 19, Insurance Requirement, of the Lease, Lessee shall provide the City with certificates of
insurance establishing the existence of all insurance policies required in,the Lease showing the Annex as
being a covered location before access to the building will be authorized.
8. Right to Occ=. It is understood and agreed that Lessee shall have no right to occupy and must
fully evacuate the Original Premises, during the Temporary Relocation Period. At the expiration of the
Temporary Relocation Period Lessee shall have the right to reoccupy the Original Premises under the
terms of the Lease.
9. No Other Modifications. Except as expressly provided in this Amendment all terms and
provisions of the Lease are unaffected and in full force and effect.
10. Headings. The headings contained herein are for convenience in reference and are not intended
to define or limit the scope of any provision of this Amendment.
11, Entire Agreement. It is understood and agreed that this instrument contains the entire
Amendment of the Lease between the parties of the for temporary office space at the Annex during the
Temporary Relocation Period. It is further understood and agreed by Lessee that the City and its agents
have made no representations or promises with respect to this Amendment or the making or entry into
this Amendment, except as in this Amendment expressly set forth.
In Witness Whereof, the respective parties have executed this instrument in duplicate on this, the
day and year first hereinabove written,any corporation signature being by authority of its Board of Directors
or Council.
CITY: CITY OF TIGARD LESSEE: LOAVES &FISHES CENTERS,INC.
J �. �a
By By: J�
Cr ,' rosser,City Manager Joan Smith,Executive Director
110"-
Date: &�o 7 Date:
Amendment to Tigard/Loaves&Fishes Lease-PW Annex Page 3 of 3
CITY OF TIGARD
L EASE
THIS LEASE is made and entered into this 27th day of June, 2006,by and between the City
of Tigard, an Oregon municipal corporation, hereinafter called City, and Loaves & Fishes Center,
Inc.,a private, non-profit Oregon corporation, hereinafter called Lessee.
WITNESSETH: In consideration of the covenants, agreements and stipulations herein
contained on the part of Lessee to be paid, kept and faithfully performed, City does hereby lease to
Lessee and Lessee hereby leases from the City the premises, including all improvements located
thereon, as is, situated in the City of Tigard, County of Washington and State of Oregon, known
and described as Tigard Senior Center, 8815 SW O'Mara Street,Tigard, Oregon.
The term of this Lease shall be for a period commencing the 30 day of June, 2006 and
ending at midnight on the 30th day of June, 2010 at and for a rental of $1.00 for each year or
portion thereof during the said term payable in lawful money of the United States at the Tigard City
Hall, 13125 SW Hall Boulevard, City of Tigard, State of Oregon 97223, initially at signing of this
lease and then some time prior to July 1st,of each year.
The Lessee contracts with Washington County to provide services to senior citizens, and
desires to use the Tigard facility. The City desires to locate Loaves & Fishes' services in the Tigard
Senior Center facility to provide services,programs and activities to Tigard-area residents.
In consideration of the above, each party hereto does hereby covenant and agree as follows:
(1) LESSEE'S ACCEPTANCE OF LEASE
Lessee accepts said letting and agrees to pay to the order of City the rental stated above for
the full term of this lease,in the manner aforesaid.
(2) USE OF PREMISES
Lessee shall use said premises for the following use and no other:
➢ Provision of nutrition and social service programs for the elderly and families.
Said use may include operation of a nutrition and social service program for the elderly,
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 and City will jointly develop a method to monitor the performance of Loaves and Fishes
programs and service delivery through the Tigard Senior Center. The first program and service
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 1
performance measurement report is to be filed with City after the conclusion of the 2007
calendar year. Benchmarks are as follows:
■ Number of participants using nutrition programs
■ Number of meals served
■ Number of minorities served
■ Number of volunteers and number of volunteer hours
■ Number of participants using educational/recreational programming.
Lessee shall have use of the facility from Monday at 8:00 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. Lessee's senior programming will target senior education and socialization
opportunities. These groups must always welcome seniors and be approved or sponsored by the
Center's Steering Committee.
City will have the right to use and permit the use by others of the building and the
equipment,dishes, utensils,pots,pans, etc. under the following terms and conditions:
2.1 Center Manager or designated representative will schedule all use of the facility
between Monday at 8:00 AM to Friday at 5:00 PM. The City shall assign a
designated person to schedule use of the facility for all time except between Monday
at 8:00 AM through Friday at 5:00 PM. Such use shall not interfere with the daily
use by Lessee or the facility for the operation of a nutrition and social service
program for the elderly;
2.2 Lessee shall assure equipment, dishes, and utensils are left in a sanitary and safe
condition;
2.3 City shall be responsible for use by such other users authorized by the City. City
shall require such other users wishing to use the kitchen to meet_with the Center
Manager or designated representative prior to use for kitchen use training. Costs
incurred by Lessee resulting from other use will be reimbursed by the City;
2.4 City shall be responsible for the replacement of any equipment, plates, glasses,
cutlery, or utensils lost or damaged by such users as the Lessee/City shall discover in,
its use or supervision of such other use of the facility; and
2.5 City shall be responsible for replacement of food, cleaning compounds, paper, and
the supplies owned by Lessee and used by such other users.
Lessee will not make any unlawful, improper or offensive use of the premises; remove any
portion of the structure or fixtures, not suffer waste thereof. Lessee will not permit anything to be
done upon or about said premises in any way tending to create a nuisance,be that at common law
or by ordinance or by statute.
Lessee shall not store gasoline or other highly combustible materials on said premises at any
time nor use said premises in such a way or for such purposes that the fire insurance rate is thereby
increased or that would prevent City from taking advantage of reduced premium rates for long term
fire insurance policies.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 2
Lessee shall comply, at Lessee's own expense,with all laws and regulations of any municipal,
county, state, federal or other public authority respecting the use of said premises.
Lessee shall regularly occupy'and use the premises for the conduct of Lessee's business, and
shall not abandon or vacate the premises for more than ten (10) days without 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.
(3) 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 the purpose of acquiring such personal property, or such personal property as may be
donated to such party.
(4) UTILITIES/MAINTENANCE
City shall pay for all heat, light, water, sewerage and storm drainage fees, power, sanitary
services, and other utilities used in the above premises during the term of this lease except for
telephone. Lessee will pay for all telephone utilities. City shall be responsible for janitorial and
regular maintenance of the building.
Lessee will keep the kitchen clean, in such a way as to meet the standards of Oregon State
Health Division for daily cleanliness: repairs, equipment maintenance, and seasonal cleaning are the
responsibility of the City.
(5) TAXES
Lessee agrees to pay all taxes and assessments which during the term of the Lease may
become due, become alien or which may be levied by the state, county, city, or any other tax-
levying body upon the premises. 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 premises 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
premises. Upon making such payments, Lessee shall give the City a copy of the receipts and
vouchers showing payment.
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.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 3
In the event that the term of the Lease extends beyond June 30 of any year, Lessee shall
be responsible for payment of all property taxes for the entire tax year without pro-ration, or, in
the event of any change in property tax law, for any taxes due under such law. With respect to
assessments for public improvements which are or may be payable in Bancroft installments,
Lessee shall be required to pay only those installments which become due during the term of the
Lease or this Amendment.
(6) REPAIRS AND IMPROVEMENTS
City hereby agrees to maintain and keep said premises (including all interior and exterior
doors, heating, ventilating and cooling systems, interior wiring, plumbing and drain pipes to sewers
or septic tank), in good order and repair during the entire term of this lease at City's own cost and
expense. Lessee further agrees they will make no alteration, addition or improvements to or upon
said premises without the prior written consent of the City.
The City will provide light bulbs and fluorescent tubes, toilet tissue, paper towels, toilet soap
and such other supplies needed for daily operation in the restrooms and sink areas outside of the
kitchen area.
City agrees to maintain the exterior walls, roof, gutters, downspouts and foundations of the
building and the sidewalks thereabouts. It is understood and agreed that City reserves to itself(and
to at any and all times shall have) the right to alter, repair or improve said premises, or to add
thereto and for that purpose at any time may erect scaffolding and all other necessary structures
about and upon the premises, and City and City's representatives, contractors and their respective
employees and agents for that purpose may enter in or about the said premises with such materials
as may be necessary, and Lessee waives any claim to damages resulting there from.
(7) CITY'S RIGHT OF ENTRY
It shall be lawful for City, its agents and representatives, at any reasonable time to enter into
or upon the premises for the purpose of examining into the condition and use.
(8) TERMINATION OF LEASE
Failure to provide services in accordance with the contract to the satisfaction of the City, or
its designee, shall result in written notification. Such notification shall be addressed to the Loaves &
Fishes Center Director and shall delineate the inadequacies and provide specific remedies
stipulating a deadline for resolution not less than 60 days from the date notification was received by
the Director. Failure to remedy shall result in termination of the contract by the City.
(9) LIENS
Lessee will not permit any lien of any kind, type or description to be placed or imposed
upon the building in which said leased premises are situated, or any part thereof, or the real estate
on which it stands.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 4
(10) ICE, SNOW,DEBRIS
City shall at all times keep the sidewalks in front of the premises free and clear of ice, snow,
rubbish, debris and obstruction; and will not permit rubbish, debris,ice or snow to accumulate on
the roof of the building so as to stop up or obstruct gutters or down spouts or cause damage to said
roof.
(11) OVERLOADING OF FLOORS
Lessee will not overload the floors of said premises in such a way as to cause any undue or
serious stress or strain upon the building, and City shall have the right, at any time, to call upon any
competent engineer or architect whom City may choose, to decide whether or not the floors of said
premises 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 said building in whole or in part, Lessee agrees to immediately relieve said
stress or strain in a manner satisfactory to City.
(12) NO USE OF HAZARDOUS SUBSTANCES
No 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. Nor shall this.
prohibition apply to substances fully contained inside of motor vehicles if they are used in
accordance with all applicable legal requirements. 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.
(13) SIGNS
Lessee may alter the existing free-standing sign structure upon receipt of a sign permit from
the City of Tigard, but shall not, without prior written consent of the City, use the outside walls of
said premises, or allow signs or devices of any kind to be attached thereto or suspended there from.
(14) FIXTURES
All partitions, plumbing, electrical wiring, additions to or improvements upon said leased
premises, whether installed by City or Lessee, shall be and become a part of the building as soon as
installed and-the property of City unless otherwise herein provided.
(15) LIGHT AND Al
This lease does not grant any rights of access to light and air over the property.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 5
(16) DAMAGE BY FIRE OR OTHER CASUALTY
In the event of any damage to the property by fire or other casualty, either party hereto may
terminate this lease as of the date of said fire or casualty.
(17) GRIEVANCES
i
The resolution of any grievances between the parties shall first be attempted between the
City Facilities Coordinator and Loaves & Fishes Center Manager. Grievance resolution second
step will be between the City Manager, or designee, and Loaves and Fishes Executive Director or
designee.
(18) INDEMNIFICATION
Lessee agrees to fully indemnify, hold harmless and defend the City, its City Council,
officers and employees from and against all losses, expenses, claims and actions (including all
expenses incidental to the investigation and defense thereof) of any kind or nature including, but
not limited to, claims or actions based upon or arising out of damages or injuries to third persons
or their property, proximately caused (or allegedly caused) through the fault of Lessee, its
employees or agents in the use and/or occupancy of the premises.
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 of the City, its employees or agents.
In the event that there is any bodily injury at, or property damage to, any portion of the
premises 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 their possession or the possession of their
insurance carrier available to the City and cooperate with the City in investigating, compromising
or litigating the claim against those parties.
For any property damage done to or caused by the fault of Lessee, Lessee shall be given
the option of repairing the damage or having the City repair the damage at Lessee's expense. The
City shall give written notification to Lessee of any damage requiring repair and give Lessee thirty
(30) days to commence repair. If within that period, or such other period.as may be mutually
agreed upon, no effort has been made to effect repairs, then the repairs will be performed by the
City and billed to Lessee.
For damage done to or at the property or premises-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 Agreement.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 6
(19) INSURANCE REQUIREMENT
Insurance requirements set forth below do not in any way limit the amount or scope of
liability of Lessee under this Agreement. 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 Agreement. All insurance required by Lessee under this Agreement shall meet
the following minimum requirements:
(19.1) 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 initial Term and any extension thereof.
Insurance canceled without City consent shall be deemed an immediate Event of
Default under this Agreement. The City shall also be given certified copies of
Lessee's policies of insurance, upon request.
(19.2) Additional Insured. The City shall be named as an additional insured in each
required policy and, for purposes of damage to the Premises, as a loss payee. Such
insurance shall not be invalidated by any act, neglect, or breach of contract by
Lessee.
(19.3) Primary Coverage. The required policies shall provide that the coverage is primary,
and will not seek any contribution from any insurance or carried by the City.
(19.4) Company Ratings. All policies of insurance 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.
(19.5) Required Insurance. At all times during this Agreement, Lessee shall provide and
maintain the following types of coverage:
19.5.1 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 because of 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 premises or occasioned by reason of the
operations of Lessee. Such coverage shall name the City as an additional
insured. Coverage shall be in an amount of not less than ONE
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 7
MILLION DOLLARS ($1,000,000) combined single limit per occurrence
for bodily injury and property damage for all coverage specified herein.
City will also provide the same coverage, naming Loaves and Fishes as an
additional insured.
19.5.2 Fire Legal Liability Insurance. The City shall insure the building space
and all improvements affixed thereto considered to be part of premises,
being managed by Lessee. 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 HUNDRED THOUSAND
DOLLARS ($100,000). Such coverage shall name the City as an
additional insured.
19.5.3 Workers' Compensation Insurance, Lessee shall maintain in force
Workers' Compensation insurance for all of its employees. In lieu of such
insurance, Lessee may maintain a self-insurance program meeting the
requirements of the State of Oregon.
(19.6) 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 that such
types, limits, and/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 fifteen (15) days.
(19.7) 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.
(20) DELIVERING UP PREMISES ON TERMINATION
At the expiration of said term or upon any sooner termination, Lessee will quit and deliver
up said leased premises and all future erections or additions to or upon the same to City or those
having City's estate in the premises; peaceably, quietly, and in as good ,order and condition,
reasonable use and wear thereof, damage by fire, unavoidable casualty and the elements alone
excepted, as the same are now in or hereafter may be put in by City.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 8
(21) BREACH OF LEASE TERMS
If Lessee fails to keep, perform or observe any of the terms and/or conditions imposed on
it by this Lease for a period of thirty (30) or more days after written notice of said failure by the
City, or Lessee fails to surrender possession of the premises at the Lease's conclusion, then, and in
either event the City may terminate the Lease at any time thereafter without further notice or
demand on Lessee, enter the premises and lawfully repossess it, expel Lessee (as well as any others
claiming through Lessee) and remove/store Lessee's effects (all at Lessee's expense) without
prejudice to any other remedy, action or suit which the City may be entitled to for arrearage,
damages to the property or its interests and/or breach of this lease.
PROVIDED, ALWAYS, and these presents are upon these conditions, that (1) if Lessee
shall fail or neglect to do, keep, perform or observe any of the covenants and agreements contained
herein on Lessee's part to be done, kept, performed and observed and such default shall continue
for thirty (30) days or more after written notice of such failure or neglect shall be given to Lessee, or
(2) if on the expiration of this lease Lessee fails to surrender possession of said leased premises,
then and in either or any of said cases or events, City may terminate this lease and at time thereafter,
without further demand or notice, may enter said premises and repossess the same, and'expel said
Lessee and those claiming by, through and under Lessee and remove Lessee's effects at Lessee's
expense, and store the same, all without being deemed guilty of trespass and without prejudice to
any remedy which otherwise might be used for arrears.of rent or preceding breach of covenant.
Neither the termination of this lease by forfeiture nor the taking or recovery of possession
of the premises shall deprive City of any other action,right, or remedy against Lessee for possession
or damages, nor shall any omission by City to enforce any forfeiture, right or remedy to which City
may be entitled be deemed a waiver by City of the right to enforce the performance of all terms and
conditions of this lease by Lessee.
(22) 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 at will at any time by City.
(23) NOTICES
Any notice required by the terms of this lease to be given by one party hereto to the other or
desired so to be given, shall be sufficient if in writing contained in a sealed envelope, deposited in
the U.S. Registered Mails with postage fully prepaid, and if intended for City herein then if
addressed to said Lessor, in care of the Facilities Coordinator, at Tigard City Hall, 13125 SW Hall,
Tigard, Oregon 97223 and if intended for Lessee then if addressed to Lessee, in care of the
Director, at 8815 SW O'Mara Street, Tigard, Oregon 97223. Any such notice shall be deemed
conclusively to have been delivered to the addressee thereof forty-eight (48) hours after the deposit
thereof in said U. S. Registered Mails.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 page 9
(24) 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.
(25) ASSIGNMENT
No part of this Agreement may be assigned, nor may a right of use to any portion of the
premises or property be conferred on any third person by any other means, without the prior
written consent of City. Any assignment or attempted assignment without the City's prior written
consent shall be void.
(26) CONDEMNATION
If the premises or any interest therein is taken as a result of the exercise of the right of
eminent domain, this Agreement shall terminate as to such portion as may be taken.
(27) NON-WAIVER
Waiver by either party of strict performance of any provision of this Agreement shall not
be a wavier of or prejudice the party's right to require strict performance of the same provision in
the future or of any other provision.
(28) 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.
(29) 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 Agreement.
(30) 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 premises,
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.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 10
(31) 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 Agreement.
(32) CONSENT OF 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.
(33) MODIFICATION
Any modification of this Agreement shall be mutually agreed upon and reduced to
writing, and to the extent it does not affect a major business term of the Agreement, may be done
for the City, by its City Manager.
(34) GOOD FAITH
The terms and conditions set forth in this Agreement are for the benefit of both parties.
The parties further agree and understand that time is of the essence. 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
Agreement.
(35) ATTORNEY FEES
In the event of a dispute between the parties as to the interpretation or applicability of any
of the provisions of the Agreement and the parties are unable to resolve the matters through
mediation within thirty (30) days of notice of the dispute, and thereafter a suit or action is
instituted in connection therewith, the prevailing party shall be entitled to recover in addition to
costs and disbursements (including experts fees and all costs associated with discovery), such sum
as the court may adjudge reasonable as attorney fees, or in the event of appeal, such fees as may
be as allowed by the appellate court. Washington County District Court shall be the venue for an
action or suit concerning the terms of this Agreement.
(36) ENTIRE AGREEMENT
It is understood and agreed that this instrument contains the entire Agreement between
the parties. It is further understood and agreed by Lessee that the City and its agents have made
no representations or promises with respect to this Agreement or the making or entry into this
Agreement, except as in this Agreement expressly set forth.
Lease—Loaves&Fishes—Tigard Senior Center 2006-2010 Page 11
(37) WARRANT OF AUTHORITY
The individuals executing this Agreement warrant that they have full authority to execute
this Agreement-on behalf of the entity for whom they are acting herein.
IN WITNESS WHEREOF, the respective parties have executed this instrument in
duplicate on this, the day and year first hereinabove written, any corporation signature being by
authority of its Board of Directors or Council.
CITY: CITY OF TIGARD . LESSEE: LOAVES & FISHES CENTERS, INC.
By: By: Z9� l��`�
Cr Dirksen, Mayor Joan Smith, Executive Director
Loreen\H:\DOCS\Leases\Senior Center Lease 2006-2010.doc
Lease—Loaves&Fishes—Tigard Senior:Center 2006-2010 page 12
10/26/2006 CITY OF TIGARD Page 1 of 1
3:55:47PMImageFlow Lite Report - Legislative History (Detailed) UasrlD: CAROL
oc. HOT. Coye Doc. Date em e . Action (;ode Brief Description e . o e
Cont. Date Exp. Date Name Referred to File Reference# Security Class
Abstract Keywords
06/30/2006 LOREEN MILLS
LOAVES & FISHES
TIGARD
SENIOR CENTER
O'MARA STREET, 8815
SOCIAL SERVICE PROGRAMS
Total Items Printed: 1
I
V
TIGARD SENIOR CENTER LEASE ,
THIS LEASE is made and entered into this a;2hr] day of June 2010, by and
between the City of Tigard, an Oregon municipal corporation, hereinafter called City, and
Loaves & Fishes Center, Inc., a private, non-profit Oregon corporation, hereinafter called
Lessee.
WITNESSETH: In consideration of the covenants, agreements and stipulations
herein contained on the part of Lessee to be paid, kept and faithfully performed, City does
hereby lease to Lessee and Lessee hereby leases from the City the premises, including all
improvements located thereon, as is, situated in the City of Tigard, County of Washington
and State of Oregon, known and described as Tigard Senior Center, 8815 SW O'Mara Street,
Tigard, Oregon.
The term of this Lease shall be for a period commencing the 30 day of June, 2010 and
ending at midnight on the 30th day of une, 2015 at and for a rental of$1.00 for each year or
portion thereof during the said term payable in lawful money of the United States at the
Tigard City Hall, 13125 SW Hall Boulevard, City of Tigard, State of Oregon 97223, initially
at signing of this lease and then some time prior to July 1St of each year.
The Lessee contracts with Washington County to provide services to senior citizens,
and desires to use the Tigard facility. The City desires to locate Loaves & Fishes' services in
the Tigard Senior Center facility to provide services, programs and activities to Tigard-area
residents.
In consideration of the above, each party hereto does hereby covenant and agree as
follows:
(1) LESSEE'S ACCEPTANCE OF LEASE
Lessee accepts said letting and agrees to pay to the order of City the rental stated
above for the full term of this lease, in the manner aforesaid.
(2) USE OF PREMISES
Lessee shall use said premises for the following use and no other:
➢ Provision of nutrition and social service programs for the elderly.
Said use may include operation of a nutrition and social service program for the
elderly, including, but not limited to, dining room and home-delivered meals, informational,
educational, and recreational activities, information and referral, health screening,
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 1
r r
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 and City will jointly continue to develop a method to monitor the performance of
Loaves and Fishes programs and service delivery through the Tigard Senior Center.
Program and service performance measurement reports are to be filed with City after the
conclusion of each fiscal year and not later than October 15th. Benchmarks are as follows
at the signing of this lease:
• Number of participants using nutrition programs
■ Number of meals served
■ Number of minorities served
■ Number of volunteers and number of volunteer hours
■ Number of participants using educational/recreational programming.
Lessee shall have use of the facility from Monday at 8:00 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. Lessee's senior programming will target senior education and
socialization opportunities. These groups must always welcome seniors and be approved
or sponsored by the Center's Steering Committee.
City will have the right to use and permit the use by others of the building and the
equipment, dishes, utensils, pots, pans, etc. under the following terms and conditions:
2.1 Center Manager or designated representative will schedule all use of the facility
between Mondays at 8:00 AM to Fridays at 5:00 PM. The City shall assign a
designated person to schedule use of the facility for all time except between
Monday at 8:00 AM through Friday at 5:00 PM. Such use shall not interfere
with the daily use by Lessee or the facility for the operation of a nutrition and
social service program for the elderly;
2.2 Lessee shall assure equipment, dishes, and utensils are left in a sanitary and safe
condition;
2.3 City shall be responsible for use by such other users authorized by the City.
City shall require such other users wishing to use the kitchen to meet with the
Center Manager or designated representative prior to use for kitchen use
training. Costs incurred by Lessee resulting from other use will be reimbursed
by the City;
2.4 City shall be responsible for the replacement of any equipment, plates, glasses,
cutlery, or utensils lost or damaged by such users as the Lessee/City shall
discover in its use or supervision of such other use of the facility; and
2.5 City shall be responsible for replacement of food, cleaning compounds, paper,
and the supplies owned by Lessee and used by such other users.
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 2
Lessee will not make any unlawful, improper or offensive use of the premises; remove
any portion of the structure or fixtures, nor suffer waste thereof. Lessee will not permit
anything to be done upon or about said premises in any way tending to create a nuisance, be
that at common law or by ordinance or by statute.
Lessee shall not store gasoline or other highly combustible materials on said premises
at any time nor use said premises in such a way or for such purposes that the fire insurance
rate is thereby increased or that would prevent City from taking advantage of reduced
premium rates for long term fire insurance policies.
Lessee shall comply, at Lessee's own expense, with all laws and regulations of any
municipal, county, state, federal or other public authority respecting the use of said premises.
Lessee shall regularly occupy and use the premises for the conduct of Lessee's
business, and shall not abandon or vacate the premises for more than ten (10) days without
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.
(3) 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.
(4) UTILITIES/MAINTENANCE
City shall pay for all heat, light, water, sewerage and storm drainage fees, power,
sanitary services, and other utilities used in the above premises during the term of this lease
except for telephone. Lessee will pay for all telephone utilities. City shall be responsible for
janitorial and regular maintenance of the building.
Lessee will keep the kitchen clean, in such a way as to meet the standards of Oregon
State Health Division for daily cleanliness. Repairs, equipment maintenance, and seasonal
cleaning are the responsibility of the City.
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 3
(5) TAXES
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 premises. 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 premises 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 premises. Upon making such payments, Lessee shall
give the City a copy of the receipts and vouchers showing payment.
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.
In the event that the term of the Lease extends beyond June 30 of any year, Lessee
shall be responsible for payment of all property taxes for the entire tax year without pro-
ration, or, in the event of any change in property tax law, for any taxes due under such
law.
(6) REPAIRS AND IMPROVEMENTS
City hereby agrees to maintain and keep said premises (including all interior and
exterior doors, heating, ventilating and cooling systems, interior wiring, plumbing and drain
pipes to sewers), in good order and repair during the entire term of this lease at City's own
cost and expense. Lessee further agrees they will make no alteration, addition or
improvements to or upon said premises without the prior written consent of the City.
The City will provide light bulbs and fluorescent tubes, toilet tissue, paper towels,
toilet soap and such other supplies needed for daily operation in the restrooms and sink areas
outside of the kitchen area.
City agrees to maintain the exterior walls, roof, gutters, downspouts and foundations
of the building and the sidewalks thereabouts. It is understood and agreed that City reserves
to itself (and to at any and all times shall have) the right to alter, repair or improve said
premises, or to add thereto and for that purpose at any time may erect scaffolding and all
other necessary structures about and upon the premises, and City and City's representatives,
contractors and their respective employees and agents for that purpose may enter in or about
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 4
the said premises with such materials as may be necessary, and Lessee waives any claim to
damages resulting there from.
(7) CITY'S RIGHT OF ENTRY
It shall be lawful for City, its agents and representatives, at any reasonable time to
enter into or upon the premises for the purpose of examining into the condition and use.
(8) TERMINATION OF LEASE
Failure to provide services in accordance with the contract to the satisfaction of the
City, or its designee, shall result in written notification. Such notification shall be addressed
to the Loaves & Fishes Center Director and shall delineate the inadequacies and provide
specific remedies stipulating a deadline for resolution not less than 60 days from the date
notification is received by the Director. Failure to remedy shall result in termination of the
contract by the City.
(9) LIENS
Lessee will not permit any lien of any kind, type or description to be placed or
imposed upon the building in which said leased premises are situated, or any part thereof, or
the real estate on which it stands.
(10) ICE, SNOW, DEBRIS
City shall at all times keep the sidewalks in front of the premises free and clear of ice,
snow, rubbish, debris and obstruction, and will not permit rubbish, debris, ice or snow to
accumulate on the roof of the building so as to stop up or obstruct gutters or down spouts or
cause damage to said roof.
(11) OVERLOADING OF FLOORS
Lessee will not overload the floors of said premises in such a way as to cause any
undue or serious stress or strain upon the building, and City shall have the right, at any time,
to call upon any competent engineer or architect whom City may choose, to decide whether
or not the floors of said premises 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 said building in whole or in
part, Lessee agrees to immediately relieve said stress or strain in a manner satisfactory to
City.
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 5
(12) NO USE OF HAZARDOUS SUBSTANCES
No 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. Nor shall this prohibition apply to substances fully contained inside of
motor vehicles if they are used in accordance with all applicable legal requirements. 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.
(13) SIGNS
Lessee may alter the existing free-standing sign structure upon receipt of a sign permit
from the City of Tigard, but shall not, without prior written consent of the City, use the
outside walls of said premises, or allow signs or devices of any kind to be attached thereto or
suspended there from.
(14) FIXTURES
All partitions, plumbing, electrical wiring, additions to or improvements upon said
leased premises, whether installed by City or Lessee, shall be and become a part of the
building as soon as installed and the property of City unless otherwise herein provided.
(15) LIGHT AND AIR
This lease does not grant any rights of access to light and air over the property.
(16) DAMAGE BY FIRE OR OTHER CASUALTY
In the event of any damage to the property by fire or other casualty, either party
hereto may terminate this lease as of the date of said fire or casualty.
(17) GRIEVANCES
The resolution of any grievances between the parties shall first be attempted
between the City Facilities Supervisor and Loaves & Fishes Center Manager. Grievance
resolution second step will be between the City Manager, or designee, and Loaves and
Fishes Executive Director or designee.
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 6
(18) INDEMNIFICATION
Lessee agrees to fully indemnify, hold harmless and defend the City, its City
Council, officers and employees from and against all losses, expenses, claims, damages,
judgments or other costs or expenses and actions (including all expenses incidental to the
investigation and defense thereof at both trial and appeal level, whether or not a trial or
appeal ever takes place) of any kind or nature including, but not limited to, claims or
actions based upon or arising out of damages or injuries to third persons or their property,
proximately caused (or allegedly caused) through the fault of Lessee, its employees or
agents in the use and/or occupancy of the premises except for liability arising out of the
negligence of the City and its employees If any aspect of this indemnity shall be found to
be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this indemnification.
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 of the City, its
employees or agents.
In the event that there is any bodily injury at, or property damage to, any portion
of the premises caused by Lessee or any third party, Lessee shall immediately notify the
City's Risk Management representative and cooperate in the City's investigation of said
incident. Lessee shall make all reports or documents concerning the incident, whether in
their possession or the possession of their insurance carrier available to the City and
cooperate with the City in investigating, compromising or litigating the claim against
those parties.
For any property damage done to or caused by the fault of Lessee, Lessee shall be
given the option of repairing the damage or having the City repair the damage at Lessee's
expense. The City shall give written notification to Lessee of any damage requiring repair
and give Lessee thirty (30) days to commence repair. If within that period, or such other
period as may be mutually agreed upon, no effort has been made to effect repairs, then the
repairs will be performed by the City and billed to Lessee.
For damage done to or at the property or premises 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
Agreement.
Loaves&Fishes Lease-Tigard Senior Center 2006-2010 Page 7
(19) INSURANCE REQUIREMENT
Insurance requirements set forth below do not in any way limit the amount or
scope of liability of Lessee under this Agreement. 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 Agreement. All insurance required by
Lessee under this Agreement shall meet the following minimum requirements:
(19.1) 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 initial Term and any extension thereof. Insurance canceled without
City consent shall be deemed an immediate Event of Default under this
Agreement. The City shall also be given certified copies of Lessee's policies
of insurance, upon request.
(19.2) Additional Insured. The City shall be named as an additional insured in each
required policy and, for purposes of damage to the Premises, as a loss payee.
Such insurance shall not be invalidated by any act, neglect or breach of
contract by Lessee.
(19.3) Primary Coverage. The required policies shall provide that the coverage is
primary, and will not seek any contribution from any insurance or carried
by the City.
(19.4) Company Ratings. All policies of insurance other than Workers'
Compensation must be written by companies having an A.M. Best rating of
"A-VII" 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-VII rating.
(19.5) Required Insurance. At all times during this Agreement, Lessee shall provide
and maintain the following types of coverage:
19.5.1 General Liability Insurance. Lessee shall maintain an occurrence
form commercial general liability policy, personal injury liability,
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 8
for the protection of Lessee and the City, insuring Lessee and the
City against liability for damages because of 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 premises or
occasioned by reason of the operations of Lessee. Such coverage
shall name the City as an additional insured. Coverage shall be in an
amount of not less than Two Million Dollars ($2,000,000) combined
single limit per occurrence 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 bases. City will also provide the same
coverage, naming Loaves and Fishes as an additional insured.
19.5.2 Fire Legal Liability Insurance. The City shall insure the building
space and all improvements affixed thereto considered to be part of
premises, being managed by Lessee. 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
Hundred Thousand Dollars ($100,000). Such coverage shall name
the City as an additional insured.
19.5.3 Workers' Compensation Insurance, Lessee shall maintain in force
Workers' Compensation insurance for all of its employees. In lieu of
such insurance, Lessee may maintain a self-insurance program meeting
the requirements of the State of Oregon. Coverage shall include
Employer's Liability Insurance with coverage limits of not less than
$500,000 each accident.
19.6 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 that such types, limits, and/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
fifteen (15) days.
(19.7) 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
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 9
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.
(20) DELIVERING UP PREMISES ON TERMINATION
At the expiration of said term or upon any sooner termination, Lessee will quit and
deliver up said leased premises and all future erections or additions to or upon the same to
City or those having City's estate in the premises, peaceably, quietly, and in as good order
and condition, reasonable use and wear thereof, damage by fire, unavoidable casualty and the
elements alone excepted, as the same are now in or hereafter may be put in by City.
(21) BREACH OF LEASE TERMS
If Lessee fails to keep, perform or observe any of the terms and/or conditions
imposed on it by this Lease for a period of thirty (30) or more days after written notice of
said failure by the City, or Lessee fails to surrender possession of the premises at the Lease's
conclusion, then, and in either event the City may terminate the Lease at any time thereafter
without further notice or demand on Lessee, enter the premises and lawfully repossess it,
expel Lessee (as well as any others claiming through Lessee) and remove/store Lessee's effects
(all at Lessee's expense) without prejudice to any other remedy, action or suit which the City
may be entitled to for arrearage, damages to the property or its interests and/or breach of
this lease.
PROVIDED, ALWAYS, and these presents are upon these conditions, that (1) if
Lessee shall fail or neglect to do, keep, perform or observe any of the covenants and
agreements contained herein on Lessee's part to be done, kept, performed and observed and
such default shall continue for thirty (30) days or more after written notice of such failure or
neglect shall be given to Lessee, or (2) if on the expiration of this lease Lessee fails to
surrender possession of said leased premises, then and in either or any of said cases or events,
City may terminate this lease and at time thereafter, without further demand or notice, may
enter said premises and repossess the same, and expel said Lessee and those claiming by,
through and under Lessee and remove Lessee's effects at Lessee's expense, and store the same,
all without being deemed guilty of trespass and without prejudice to any remedy which
otherwise might be used for arrears of rent or preceding breach of covenant.
Neither the termination of this lease by forfeiture nor the taking or recovery of
possession of the premises shall deprive City of any other action, right, or remedy against
Lessee for possession or damages, nor shall any omission by City to enforce any forfeiture,
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 10
right or remedy to which City may be entitled be deemed a waiver by City of the right to
enforce the performance of all terms and conditions of this lease by Lessee.
(22) 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 at will at any
time by City.
(23) NOTICES
Any notice required by the terms of this lease to be given by one party hereto to the
other or desired so to be given, shall be sufficient if in writing contained in a sealed envelope,
deposited in the U.S. Registered Mails with postage fully prepaid, and if intended for City
herein then if addressed to said Lessor, in care of the Facilities Supervisor, at Tigard City
Hall, 13125 SW Hall, Tigard, Oregon 97223 and if intended for Lessee then if addressed to
Lessee, in care of the Director, at 8815 SW O'Mara Street, Tigard, Oregon 97223. Any such
notice shall be deemed conclusively to have been delivered to the addressee thereof forty-
eight (48) hours after the deposit thereof in said U. S. Registered Mails.
(24) 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.
(25) ASSIGNMENT
No part of this Agreement may be assigned, nor may a right of use to any portion
of the premises or property be conferred on any third person by any other means, without
the prior written consent of City. Any assignment or attempted assignment without the
City's prior written consent shall be void.
(26) CONDEMNATION
If the premises or any interest therein is taken as a result of the exercise of the right
of eminent domain, this Agreement shall terminate as to such portion as may be taken.
Loaves&Fishes Lease-Tigard Senior Center 2006-2010 Page 11
(27) NON-WAIVER
Waiver by either party of strict performance of any provision of this Agreement
shall not be a wavier of or prejudice the party's right to require strict performance of the
same provision in the future or of any other provision.
(28) 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.
(29) 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 Agreement.
(30) 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 premises, 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.
(3 1) 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 Agreement.
(32) CONSENT OF 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.
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 12
(33) MODIFICATION
Any modification of this Agreement shall be mutually agreed upon and reduced to
writing, and to the extent it does not affect a major business term of the Agreement, may
be done for the City, by its City Manager.
(34) GOOD FAITH
The terms and conditions set forth in this Agreement are for the benefit of both
parties. The parties further agree and understand that time is of the essence. 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 Agreement.
(35) ATTORNEY FEES
In the event of a dispute between the parties as to the interpretation or applicability
of any of the provisions of the Agreement and the parties are unable to resolve the matters
through mediation within thirty (30) days of notice of the dispute, and thereafter a suit or
action is instituted in connection therewith, the prevailing party shall be entitled to
recover in addition to costs and disbursements (including experts fees and all costs
associated with discovery), such sum as the court may adjudge reasonable as attorney fees,
or in the event of appeal, such fees as may be as allowed by the appellate court.
Washington County District Court shall be the venue for an action or suit concerning the
terms of this Agreement.
(36) ENTIRE AGREEMENT
It is understood and agreed that this instrument contains the entire Agreement
between the parties. It is further understood and agreed by Lessee that the City and its
agents have made no representations or promises with respect to this Agreement or the
making or entry into this Agreement, except as in this Agreement expressly set forth.
Loaves&Fishes Lease—Tigard Senior Center 2006-2010 Page 13
I
(37) WARRANT OF AUTHORITY
The individuals executing this Agreement warrant that they have full authority to
execute this Agreement on behalf of the entity for whom they are acting herein.
IN WITNESS WHEREOF, the respective parties have executed this instrument in
duplicate on this, the day and year first hereinabove written, any corporation signature being
by authority of its Board of Directors or Council.
CITY: CITY OF TIGARD LESSEE: LOAVES & FISHES CENTERS, INC.
By: Z� By: km-w/ja�
Craig it sen, Mayor Joan Smith, Executive Director
Loaves&Fishes Lease-Tigard Senior Center 2006-2010 Page 14
City of Tigard
Records Department
' New Records Transmittal
Department: Risk Management Division Code: 1200 Date: 6/29/30
Prepared by: Garald Smalling Extension: 2418
Description Dates Retention Code
Tigard Senior Center Lease- Loaves & 6/30/10- 166-200-0135 10 (b)
Fishes Center, Inc and City of Tigard 6/30/2015
* * *TO BE COMPLETED BY RECORDS DIVISION STAFF
Laserfiche ❑Yes ❑ No Vault ❑Yes ❑ No Entered by: Date:
(rev 5/20/10)