HomeMy WebLinkAboutDoc 005 - Lease - SO Substation - Eagle CrestDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax (541) 385-3202 -www.deschutes .org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of February 22, 2012
DATE: February 14,2012
FROM: Darryl Nakahira, Legal Counsel, Sheriffs Office Phone # 541-617-3369
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document 2012-005, Sheriffs Office Eagle Crest Substation Real
Property Lease
PUBLIC HEARING ON THIS DATE? No.
BACKGROUND AND POLICY IMPLICATIONS:
This is a new lease between Deschutes County (Tenant), by and through its Sheriffs Office and Oregon
Resorts, LLC (Lessor). The Ridge at Eagle Crest Owner's Association (RECOA) contacted the
Sheriffs Office and requested that the Sheriffs Office open a sub-station to establish a law
enforcement presence in the area. The Sheriffs Office has agreed to lease an office space in a building
in the section of Eagle Crest known as The Village Square at Eagle Crest. This arrangement will
provide a work space for patrol deputies, improve law enforcement accessibility to Eagle Crest
residents and result in a more visible presence in the area.
Oregon Resorts, LLC is the Lessor and has agreed to lease to Deschutes County. The Sheriffs Office
will lease approximately 120 square feet in Village Square Building #1, located at 7555 Falcon Crest
Drive, Redmond, Oregon.
FISCAL IMPLICATIONS:
Oregon Resorts, LLC will lease the office space and parking to the Sheriffs Office for no charge. The
Sheriffs Office wilt be responsible for its own telephone and internet expenses.
RECOMMENDATION & ACTION REQUESTED:
It is requested that the Deschutes County Commissioners sign the lease.
ATTENDANCE: Darryl Nakahira, Legal Counsel, Sheriffs Office
DISTRIBUTION OF DOCUMENTS:
Call Pat Davis, Sheriffs Office Legal Assistant, x3367, when three originals are ready for pick up.
Legal Review ~ A.A.tJ ~
f -Date
Document Number 2012-005
DESCHUTES COUNTY DOCUMENT SUMMARY
Date: February 14, 2012 Department: Sheriffs Office
Lessor Name: Oregon Resorts, LLC
Contact: Laura Cooper, Ball Janik LLC Phone: 541-617-1309
Type of Document: Real property lease between Oregon Resorts, LLC (Lessor) and
Deschutes County (Tenant).
Goods and/or Services: Document 2012-005 is a new lease between Deschutes County (Tenant),
by and through its Sheriffs Office, and Oregon Resorts, LLC (Lessor).
Background & History: Although the Ridge at Eagle Crest Owner's Association (RECOA) is not
a party to this lease, the Association initiated contact with the Sheriffs Office, requesting that the
Sheriffs Office consider leasing a space at the Eagle Crest Resort. The Sheriffs Office has agreed
to lease an office space in a building in the section of Eagle Crest known as The Village Square at
Eagle Crest. This arrangement will provide a work space for patrol deputies, improve law
enforcement accessibility to Eagle Crest residents and result in a more visible presence in the area.
The Sheriffs Office has agreed to lease approximately 120 square feet in Village Square Building
#1, located at 7555 Falcon Crest Drive, Redmond, Oregon. The Lessor, Oregon Resorts, LLC, has
agreed to lease to Deschutes County.
Agreement Starting Date: The lease will commence on the date all parties have signed.
Ending Date: February 28,2014
Annual Value or Total Payment: Oregon Resorts, LLC will lease the office space to the Sheriffs
Office for no charge. The Sheriffs Office will be responsible for its own telephone and internet
expenses.
Departmental Contact and Title: Darryl Nakahira, Legal Counsel, Sheriffs Office
Phfl ne#: 541-617-3
Sherifrs Approval: 2 -( «-/2
...---s'i ture Date
Distribution of Docum lnt: Call Pat Davis, Sheriffs Office Legal Assistant, x3367, when three
originals are ready for pick up.
Official Review:
County Signature Required (check one): [8J BOCC 0 Department Director (if <$25K)
o Administrator (if>$25K but <$150K; if>$150K, BOCC Order No. ____~)
COMMERCIAL LEASE
DATED: February 12, 2012
PARTIES: Oregon Resorts, LLC ("Lessor")
AND: Deschutes County, by and through its Sheriff's Office ("Tenant")
RECITALS
A. Lessor leases the building known as Village Square Building # I, located at 7555 Falcon
Crest Drive, Redmond, Oregon (the "Master Premises"), pursuant to that certain lease dated March I,
2004 by and between Carolyn C. Koon, trustee of the Carolyn C. Koon Separate Property Trust, as
landlord, and Lessor's predecessor-in-interest, as tenant (the "Master Lease"). Village Square Building
#1 is a part of The Village Square at Eagle Crest ("Village Square").
B. The Ridge at Eagle Crest Owner's Association (RECOA) contacted Tenant and requested
that Tenant lease an office space in Village Square. At the request ofRECOA, Tenant has agreed to lease
from Lessor, and Lessor has agreed to lease to Tenant, a portion of the Master Premises comprising
approximately 120 square feet and depicted on the attached Exhibit A (the "Leased Premises").
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. OCCUPANCY
1.1 Original Term. The term of this Lease shall commence on the date all parties have
signed and shall continue, subject to the terms and conditions provided in this Lease, through February
28, 2014 (the "Lease Term"), plus any partial calendar month in which the Lease Term commences,
unless sooner terminated or extended as provided in this Lease. For purposes of this Lease , the term
"Lease Term" means the initial Lease Term and any extensions or renewals thereof. After the initial
Lease Term, this Lease will continue on a month-to-month basis , which may be terminated by either
Lessor or Tenant at any time on 30 days' prior written notice delivered to the other pursuant to Section
16.3 below
1.2 Effective Date and Possession. Lessor and Tenant acknowledge and agree that they
shall be bound in accordance with the terms of this Lease from and after the date of the parties' mutual
execution of this Lease (the "Execution Date"). Lessor and Tenant acknowledge and agree that there are
no preconditions to the effectiveness of this Lease or the performance of its terms.
1.3 Condition of Leased Premises. Tenant acknowledges and agrees that, except as
expressly provided in this Lease, Lessor makes no representations or warranties, whether express or
implied, including, without limitation, warranties of habitability, merchantability, or fitness for a
particular purpose, or any warranties regarding consumer products as defined in the Uniform Commercial
Code or any other applicable law, with respect to all or any part of the Village Square.
WINDOW COVERlNGS
Lessor shall provide at no expense to Tenant blinds in exterior window offices. Tenant
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shall return same to Lessor in their present good condition less normal wear and tear. As required, Tenant
must use provided blinds. Tenant may install overdrapes (visible only from within the office) in texture
and color of Tenant's choice.
1.4 License to Use Common Areas. To the extent permitted by the Master Lease and all
applicable declarations of covenants, conditions and restrictions applicable to the Village Square, Tenant
shall have a nonexclusive license during the Lease Term to use the common areas for the benefit of
Tenant and its affiliates, subsidiaries, sureties, agents, contractors, employees, invitees, customers,
representatives, members, managers, and officers (collectively, "Tenant's Agents") in accordance with
the terms and conditions of this Lease, the Master Lease, any Rules and Regulations and all recorded
instruments. For purposes of this Lease, the term "Common Area( s)" means all areas and facilities
outside ofthe Leased Premises (other than areas and facilities provided for the exclusive use of Tenant or
any owner or other tenant of any portion of the Village Square) that are provided for the general use
and/or convenience of Tenant and other tenants or owners of all or any part of the Village Square and
their respective employees, agents, contractors, representatives, and invitees, including, but not limited to,
the Parking Area, patios, roadways, pedestrian sidewalks, landscaped areas, interior and exterior
stairways (if any), corridors, truck ways, loading areas, delivery yards, and all other similar areas and
improvements.
1.5 Parking Area. Tenant shall have one designated parking space located in front of the
Leased Premises. Lessor shall not be liable for any damage or destruction of any nature to, or any theft
of, vehicles, or contents therein, in or about the Parking Area, and shall not be obligated to enforce
parking restrictions against other users of the Parking Area unless caused by Lessor's negligence or
intentional acts. Lessor shall have the right to implement any reasonable parking restrictions (including,
but not limited to, assigning parking spaces to tenants) at anytime upon ten (10) days' prior written notice
to Tenant, which parking restrictions shall be binding on Tenant and Tenant's agents.
ANIMALS AND VEHICLES
Tenant will not bring, nor permit any of its visitors to bring, any animal, (except for
seeing eye dogs and deputy K -9s) bicycle, or other vehicles (except for a wheelchair) into the Leased
Premises or the common interior areas of the building. Tenant is responsible for any water spillage or
leak damage resulting from machines or devices brought into Tenant's space for water supplies.
1.6 Shared Office Space. Tenant acknowledges and agrees that the Leased Premises shall
constitute "shared office space" with Tenant and one or more other third-parties. Lessor shall provide one
locking door into one private office and Tenant shall have the exclusive use of such office in the Leased
Premises (the "Office Space"). Except as set forth in the preceding sentence and except for one office
that Tenant shall have exclusive use of in the Leased Premises, Tenant shall have the non-exclusive right
to use the conference rooms located in the Leased Premises and shall faithfully observe and comply with
any rules and regulations that Lessor shall from time to time reasonably promulgate and/or modify with
respect to use of the Leased Premises, including any rules requiring reservations for the use of conference
rooms and describing to Landlord the purpose of the intended meeting. Meeting room use is subject to
the approval of the Lessor. The rules and regulations shall be binding upon Tenant upon delivery of a
copy ofthem to Tenant.
1.7 Option to Terminate. Either party shall have the right to terminate this Lease on not
less than thirty (30) days prior written notice to the other party.
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SECTION 2. RENT, DEPOSIT, TAXES, FEES, AND CHARGES
2.1 Base Rent. During the initial Lease Tenn, and any extension on a month-to-month basis
thereafter, Lessor shall lease the described real property to Tenant for no charge.
2.2 Security Deposit. There is no security deposit under this Lease.
SECTION 3. USE OF THE PREMISES
3.1 Permitted Use. Tenant shall use the Leased Premises for the operation for routine law
enforcement activities, including (a) a community policing office, (b) neighborhood watch meetings; (c)
administrative offices; (d) deputy meetings and report writing; and (e) school tours and community
education (the "Business"), and for no other purpose without the prior written consent of Lessor, which
may be withheld in Lessor's sole discretion. Operation ofthe Business shall be subject to any and all
covenants, conditions, restrictions, easements, declarations, laws, statutes, restrictions, liens, ordinances,
orders, codes, rules, and/or regulations directly or indirectly affecting the Village Square, including, but
not limited to, the Americans with Disabilities Act of 1990, and the regulations promulgated thereunder,
the Rules and Regulations (as defined below), the Environmental Laws (as defined below), now in force
and/or which may hereafter be amended, modified, enacted, or promulgated (collectively, the "Legal
Requirements"). Tenant acknowledges and agrees that neither Lessor nor its affiliates, subsidiaries,
members, managers, officers, sureties, agents, contractors, representatives, and employees (collectively,
"Tenant's Agents") have made any warranties or representations, whether expressed or implied,
concerning the permitted uses that may be made of the Leased Premises or the Village Square under any
Legal Requirements, including, without limitation, the present general plan of the city or county in which
the Leased Premises are located, zoning ordinances, and any other existing or future restrictions that
pertain to the Leased Premises. Tenant shall be entitled to occupy the Leased Premises 2417 (twenty-four
hours a day; seven days a week).
3.2 Restrictions on Use. In connection with Tenant's use of the Leased Premises, Tenant
shall:
3.2.1 Confonn and comply with any and all Legal Requirements. Tenant shall correct,
at Tenant's own expense, any failure of compliance created through Tenant's fault or by reason of
Tenant's use ofthe Leased Premises. Tenant covenants that Tenant has had an opportunity to review and
has reviewed any and all Legal Requirements directly or indirectly pertaining to or concerning Tenant's
operation of the Business and the condition, use, and occupancy of the Village Square, including, but not
limited to, the Leased Premises.
3.2.2 Refrain from any activity which would make it impossible to insure the Leased
Premises against casualty, would increase the insurance rate, or would prevent Lessee from taking
advantage of any ruling of the Oregon Insurance Rating Bureau or its successor allowing Lessor to obtain
reduced premium rates for long-term fire insurance policies, unless Tenant pays the additional costs of the
insurance.
3.2.3 Refrain from any use which would be reasonably offensive to Lessor or owners
or users of neighboring property, or which would tend to create a nuisance or damage the reputation of
the Village Square.
3.2.4 Refrain from loading the floors beyond the point considered safe by a competent
engineer or architect selected by Lessor. I
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3.2.5 Refrain from making any marks on or attaching any sign, insignia, antenna,
aerial, or other device to the exterior or interior walls, windows, or roof of the Village Square (including
the Leased Premises) without the prior written consent of Lessor except within the Office Space.
3.2.6 Refrain from causing or permitting any Hazardous Substances (as defmed below)
to be spilled, leaked, disposed of, or otherwise released on or under the Village Square. Without
otherwise limiting the immediately preceding sentence, Tenant may use, store, or otherwise handle on the
Leased Premises only commercially reasonable amounts of those Hazardous Substances typically used,
stored, sold, or handled in the prudent and safe operation of the Business. Tenant shall comply with all
Environmental Laws and shall exercise the highest degree of care in the use, handling, and storage of
Hazardous Substances, and shall take all practicable measures to minimize the quantity and toxicity of
Hazardous Substances used, handled, or stored on the Leased Premises. Upon the earlier of the
termination or expiration of this Lease, Tenant shall remove all Hazardous Substances from the Leased
Premises (and Village Square, if applicable) placed and/or caused to be placed on the Leased Premises by
Tenant and/or Tenant's Agents. For purposes of this Lease, the term "Environmental Law(s)" mean any
federal, state, or local statute, regulation, or ordinance, or any judicial or other governmental order
pertaining to the protection of health, safety, or the environment. The term "Hazardous Substance(s)"
shall mean any hazardous, toxic, infectious, or radioactive substance, waste, or material as defined or
listed by any Environmental Law, and shall include petroleum oil and its fractions.
3.3 Hazardous Substances -Indemnification. Tenant shall indemnify, defend, and hold
Lessor and Lessor's Agents harmless for, from, and against any and all losses, costs, expenses, claims,
and/or liabilities (including reasonable attorney fees and costs) resulting from or arising out of, whether
directly or indirectly, the use, storage, treatment, transportation, presence, release, or disposal of
Hazardous Substances in, on, under, or about the Village Square to the extent resulting from the activities
of Tenant and/or Tenant's Agents. Tenant's indemnification obligations provided in this Section 3.3 shall
survive the termination of this Lease. As used in this Lease, "Lessor's Agents" shall mean and include
Lessor's affiliates, subsidiaries, sureties, agents, contractors, employees, invitees, customers,
representatives, members, managers, directors, shareholders and officers.
SECTION 4. REPAIRS AND MAINTENANCE
4.1 General. Except to the extent caused by Tenant's negligence or willful misconduct,
Tenant shall have no obligation to perform the following repair and maintenance:
4.1.1 Repair and maintenance of roof and gutters, exterior walls (including painting),
bearing walls, structural members, floor slabs, elevators, and foundation, including the repainting of all
common area walls.
4.1.2 Repair and maintenance of exterior water, sewage, gas, and electrical services up
to the point of entry to the Leased Premises.
4.1.3 Repair and maintenance of plumbing system, electrical system, HV AC system
(other than ordinary maintenance) up to the point of entry to the Leased Premises.
4.1.4 Repair and maintenance of lighting facilities, fired or unfired pressure vessels,
fire hose connections, fire sprinkler and/or sand pipe and hose, or other automatic fire extinguishing
system, including fire alarm and/or smoke detection systems and equipment.
4.1.5 Repair and maintenance of the common areas, including, but not limited to, seal
coating, striping, and the sweeping of the Parking Area.
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4.1.6 Snow and ice removal, solid waste service, common area utilities, and
landscaping.
4.2 Tenant's Obligations. Tenant shall maintain, at Tenant's sole cost and expense, the
Office Space (including all interior and exterior glass in the Office Space) in good order and repair and
shall preserve the Office Space, normal wear and tear excepted, and shall not commit nor permit waste.
To this end, Tenant shall have the following nonexclusive repair and maintenance obligations, which
Tenant shall complete at Tenant's sole cost and expense:
4.2.1 Repair and maintain all interior walls, ceilings, doors, windows, and related
hardware, light fixtures, switches, wiring, and plumbing of the Office Space.
4.2.2 Any repairs or maintenance necessitated by the negligence of Tenant and/or
Tenant's Agents.
4.2.3 Any repairs or alterations required under Tenant's obligation to comply with the
Legal Requirements.
4.2.4 Maintain the Office Space in good order and repair and in broom-clean condition
4.2.5 All glass, both exterior and interior to the Office Space, is at the sole risk of
Tenant, and any broken glass shall be promptly replaced by Tenant with glass of the same size, kind, and
quality.
4.3 Lessor's Interference with Tenant. Except in the case of an emergency, any repairs,
replacements, alterations, or other work to be performed by Lessor on, in, or around the Leased Premises
shall be completed so as to interfere as little as commercially reasonably possible with Tenant's use of the
Leased Premises. Tenant shall have no claim against Lessor for any inconvenience or disturbance
resulting from Lessor's activities performed in conformance with the requirements of this Section 4.3.
4.4 Reimbursement for Repairs and Maintenance Assumed. If either party shall fail or
refuse to complete any repair or perform any maintenance that is required by this Section 4, the other
party may make the repair or perform the maintenance and charge the actual costs of repair or
maintenance to the first party. Either party shall reimburse such expenditures on demand, together with
interest at the rate of nine percent (9%) per annum from the date of expenditure. Except in an emergency
creating an immediate risk of personal injury or property damage, neither party may perform repairs or
maintenance which are the obligation of the other party and charge the other party for the resulting
expense unless, at least thirty (30) days before work is commenced, the defaulting party is given written
notice outlining with reasonable particularity the repair or maintenance required, and such party fails
within that time to initiate such repair or maintenance in good faith.
4.5 Inspection of Premises. Upon not less than 24 hours notice from Lessor to Tenant,
Lessor may enter and inspect the Office Space to determine the necessity of repair and/or the condition of
the Office Space; provided, however, that Lessor must be accompanied with a representative of Ten ant to
enter and inspect the Office Space. Whether or not such inspection is made, the duty of Lessor to make
repairs shall not mature until a reasonable time after Lessor has received from Tenant written notice of the
required repairs. Notwithstanding the foregoing, in the case of emergency, posing an immediate risk to I person or property, Lessor shall have the right to immediately enter the Office Space without a Tenant I
escort. If Lessor enters the Office Space due to an emergency, Lessor shall notify Tenant of the entry at
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the first reasonable opportunity.
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SECTION 5. ALTERATIONS
5.1 Alterations Prohibited. Tenant shall make no additions, improvements, modifications,
or alterations on or to the Leased Premises of any kind or nature whatsoever, including, without
limitation, the installation of any improvements, fixtures, or other devices on the roof of the Leased
Premises or the installation of computer and telecommunications wiring, cables, and conduit (collectively,
"Alterations") without first obtaining Lessor's consent. Lessor hereby consents to Tenant's installation of
a keycard reader, electric door latch, and supporting wiring (collectively, the "Keycard System") to allow
secure access to the building and the Office Space. Tenant agrees that the Keycard System will become
the property of Lessor when Tenant vacates the Premises. Tenant shall assure that the Keycard System
does not limit any of Lessor's access rights to the building or the Premises.
5.2 Ownership and Removal of Alterations. Alterations performed on the Leased Premises
shall, at Lessor's option, be removed by Tenant, at Tenant's cost and expense, and the Leased Premises
restored unless the applicable Lessor's consent or work sheet specifically provides otherwise.
5.3 Signage. Subject to Lessor's prior written consent, and at Tenant's cost and expense,
Tenant shall be permitted to erect and shall maintain such signage as may be permitted under the Legal
Requirements. Signage installed by Tenant shall be removed by Tenant, at Tenant's cost and expense,
upon the termination of this Lease and the sign location restored to its former state. Tenant may not
install a title, company name or anything else on the outside of Tenant's door or any other location visible
from the common area without Lessor's written consent.
SECTION 6. INSURANCE
6.1 Liability Insurance. The liability of Ten ant as a self-insured political subdivision of the
State of Oregon is governed by the provisions of Oregon Revised Statutes. Lessor shall not be obligated
to provide additional or supplementary liability insurance coverage. To the extent permitted by the
Oregon Constitution and applicable law, Tenant shall indemnify and hold Lessor and Lessor's Agents
harmless from and against all losses, costs, expenses and liability arising as a result of the negligence or
breach of this Lease by Tenant or Tenant's Agents.
6.2 Limitation of Liability. Lessor shall have no liability to Tenant for any loss or damage
caused by any third parties.
SECTION 7. UTILITIES
7.2 Payment of Utilities Charges. Lessor shall be responsible for all utility charges related
to the Leased Premises for water, gas, electricity, sewage disposal, power, refrigeration, air conditioning
and janitorial service. Tenant shall be responsible for all utility charges related to telephone and internet.
UTILITIES, SERVICE AND MAINTENANCE
Heat and air conditioning is provided during generally recognized business days and hours. However,
Tenant will have access to the premises 24 hours a day, 7 days per week. Lessor is not liable to Tenant by
reason of any failure to provide, or the inadequacy of utilities, heat or air conditioning services or
maintenance. Lessor is not responsible for any negligence of the building's agent, services or employees.
Lessor is responsible for maintaining the common areas within the Suite, however, Lessor is not
responsible for maintaining, repairing or cleaning the floor covering, wall covering, or window coverings
within the Leased Premises.
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TELEPHONE AND INTERNET ACCESS
Tenant shall be responsible for Tenant's own telephone and internet expenses, including
installation and service charges.
SECTION 8. DAMAGE AND DESTRUCTION
If all or part of the Leased Premises are destroyed or damaged either party may elect to terminate
this Lease as of the date of the damage or destruction by written notice given to the other not more than
thirty (30) days following the date of the damage or destruction. In such event, all rights and obligations
of the parties shall cease as of the date of termination. If neither party elects to terminate, Lessor shall
proceed to restore the Leased Premises to substantially the same form as prior to the damage or
destruction. Work shall be commenced as soon as reasonably possible and thereafter shall proceed
without interruption, except for work stoppages on account of labor disputes and matters not under the
control of Lessor.
SECTION 9. EMINENT DOMAIN
If all or part of the Leased Premises is condemned either party may elect to terminate this Lease
as of the date of the condemnation by written notice to the other not more than thirty (30) days following
the date of the condemnation. In such event, all rights and obligations of the parties shall cease as of the
date of termination. If neither party elects to terminate, Lessor shall proceed to restore the Leased
Premises to substantially the same form as prior to the condemnation. Work shall be commenced as soon
as reasonably possible and thereafter shall proceed without interruption, except for work stoppages on
account of labor disputes and matters not under the control of Lessor.
SECTION 10. LIABILITY AND INDEMNITY
10.1 Liens. Except with respect to activities for which Lessor is responsible, Tenant shall pay
as and when due all claims for work done on and for services rendered or material furnished to the Leased
Premises and shall keep the Leased Premises free from any and all liens Any amount so added shall bear
interest at the rate of nine percent (9%) per annum from the date expended by Lessor and shall be payable
on demand. Lessor's payment of Tenant's claims or discharge of any Tenant lien shall not constitute a
waiver of any other right or remedy which Lessor may have on account of Tenant's default. Tenant may
withhold payment of any claim in connection with a good faith dispute over the obligation to pay, so long
as Lessor's property interests are not jeopardized. If a lien is filed as a result of nonpayment, Tenant shall,
within thirty (30) days after knowledge of the filing, secure the discharge of the lien or deposit with
Lessor cash or sufficient corporate surety bond or other surety satisfactory to Lessor in an amount
sufficient to discharge the lien plus any costs, attorney fees, and other charges that could accrue as a result
of a foreclosure or sale under the lien.
10.2 Indemnification. Tenant shall indemnify, defend, and hold Lessor harmless for, from,
and against any claim, loss, or liability arising out of Tenant's failure to comply with Section 10.1.
SECTION 12. ASSIGNMENT AND SUBLEASE
Tenant shall not sell, assign, mortgage, sublet, lien, convey, encumber, or otherwise transfer
(whether directly, indirectly, voluntarily, involuntarily, or by operation oflaw) all or any part of Tenant's
interest in this Lease and/or in the Leased Premises (collectively, "Transfer") without Lessor's prior
written consent, which consent Lessor may withhold in Lessor's sole discretion. Any Transfer which
does not comply with this Lease shall be void and shall constitute a breach of this Lease. In the event of
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any sublease or assignment of this Lease, Lessor shall be entitled to any excess rent (however calculated)
actually paid to Tenant as a result of such sublease or assignment.
SECTION 13. DEFAULT
The occurrence of any of the following events shall constitute a default under this Lease (each an
"Event of Default"):
13.1 Default in Other Covenants. Failure of Ten ant to comply with any term or condition or
fulfill any obligation of this Lease within thirty (30) days after written notice by Lessor specifying the
nature of the default. If the default is of such a nature that it cannot be completely remedied within the
thirty-day period, this Section 13.1 shall be deemed complied with if Tenant begins correction of the
default within the ten-day period and thereafter proceeds with reasonable diligence and in good faith to
effect the remedy as soon as practicable.
13.2 Lessor Default. No act or omission of Lessor shall be considered a default under this
Lease until Lessor, and any holder of any frrst mortgage or deed of trust covering the Leased Premises
whose name and address shall have previously been furnished to Tenant in writing, has received thirty
(30) days' prior written notice from Tenant specifying the nature of the default with reasonable
particularity. Commencing from Lessor's receipt of such default notice, Lessor shall have thirty (30)
days to cure or remedy the default before Lessor shall be deemed in default of this Lease; provided,
however, that if the default is of such a nature that it cannot be completely remedied or cured within the
thirty-day period, there shall not be a default by Lessor under this Lease if Lessor begins correction of the
default within the thirty (30) day period and thereafter proceeds with reasonable diligence to effect the
remedy as soon as practical.
SECTION 14. REMEDIES ON DEFAULT
14.1 Termination. Upon the happening of an Event of a Default, this Lease may be
terminated at the option of Lessor by notice to Tenant. If this Lease is not terminated by the election of
Lessor, Lessor shall be entitled to recover damages from Tenant for the default. If this Lease is
terminated, Tenant's liability to Lessor for damages shall survive such termination, and Lessor may
reenter, take possession of the Leased Premises, and remove any persons or property by legal action or by
self-help with the use of reasonable force and without liability for damages.
14.2 Lessor's Right to Cure Defaults. If Tenant shall fail to perform any obligation under
this Lease, Lessor shall have the option to do so after thirty (30) days' written notice to Tenant specifying
the nature of the default. Lessor's performance of any Tenant obligation under this Lease shall not waive
any other remedy available to Lessor. All of Lessor's expenditures to correct the default shall be
reimbursed by Tenant on demand with interest at the rate of nine percent (9%) per annum from the date
of expenditure by Lessor.
SECTION 15. SURRENDER AT EXPIRATION
15.1 Condition of Leased Premises. Upon the expiration or earlier termination of this Lease,
Tenant shall deliver all keys to Lessor and surrender the Leased Premises in good, broom-clean condition,
reasonable wear and tear excepted. Alterations constructed by Tenant with permission from Lessor shall
be removed and restored to the original condition unless the terms of permission for the alteration provide
otherwise. Depreciation and wear from ordinary use for the purpose for which the Leased Premises were
let need not be restored, but all repair for which the Tenant is responsible shall be completed to the latest
practical date prior to such surrender.
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CARPETING AND WALL COVERINGS
Tenant shall return the office to Lessor in its original condition less nonnal wear and tear.
If there is any damage when the lease is executed, Tenant must make a note to that effect at the hottom of
this page. Absent such notation, Tenant acknowledges that the Leased Premises are in good condition.
15.2 Personal PropertylFixtures.
15.2.1 All personal property including fixtures placed upon the Leased Premises during
the Lease Tenn by Tenant shall remain the property of Tenant except as otherwise provided herein. If
Lessor so elects, Tenant shall remove any or all fixtures which would otherwise remain the property of
Lessor, and shall repair any physical damage resulting from the removaL If Tenant shall fail to remove
such fixtures before the expiration or sooner tennination of this Lease, Lessor may do so and charge the
cost to Tenant with interest at the rate of nine percent (9%) per annum from the date of expenditure.
15.2.2 Prior to the expiration or tennination ofthis Lease, Tenant shall remove all
furnishings, furniture, and trade fixtures which remain its property. If Tenant fails to do so, this shall
constitute an abandonment of the property, and Lessor may retain the property and all rights of Ten ant
with respect to it shall cease or, by notice in writing given to Tenant within thirty (30) days after removal
was required, Lessor may elect to hold Tenant to its obligation of removaL If Lessor elects to require
Tenant to remove, Lessor may effect a removal and place the property in public storage for Tenant's
account. Tenant shall be liable to Lessor for the cost of removal, transportation to storage, and storage
with interest at nine percent (9%) per annum on all such expenses from the date of expenditure by Lessor.
15.3 Holdover.
15.3.1 If Tenant does not vacate the Leased Premises at the time required, Lessor shall
have the option to treat Tenant as a tenant from month-to-month, subject to all of the provisions of this
Lease (except the provisions for tenn and renewal) except that Tenant shall be obligated to pay fair
market rent. Failure of Tenant to remove fixtures, furniture, furnishings, or trade fixtures which Tenant is
required to remove under this Lease shall constitute a failure to vacate to which this Section 15.3 shall
apply if the property not removed may interfere with the occupancy of the Leased Premises by another
tenant or with the occupancy by Lessor for any purpose including preparation for a new tenant.
15.3.2 If a month-to-month tenancy results from a holdover by Tenant under this
Section 15.3, the tenancy shall be tenninable at the end of any monthly rental period on written notice
from Lessor given not less than ten (10) days' prior to the tennination date which shall be specified in the
notice. Tenant waives any notice which would otherwise be provided by law with respect to a month-to
month tenancy.
SECTION 16. MISCELLANEOUS
16.1 Non-waiver. Waiver by either party of strict perfonnance of any provision of this Lease
shall not be a waiver of or prejudice the party's right to require strict perfonnance of the same provision
in the future or of any other provision.
16.2 Arbitration Required and Attorneys' Fees. Any dispute or claim that arises out of or
that relates to this agreement, or to the interpretation, breach, or default thereof, or to the existence, scope
or validity of this agreement or the arbitration agreement, shall be resolved by arbitration in accordance
with the then arbitration rules of and by filing a claim with Arbitration Service of Portland, Inc., and
judgment upon the award rendered pursuant to such arbitration may be entered in any court having
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COMMERCIAL LEASE 90fJ3
Ridge at Eagle Crest I
jurisdiction thereof. In the event suit or action is brought, or an arbitration proceeding is initiated, to
enforce or interpret any of the provisions of this agreement, or that arise out of or relate to this agreement,
the prevailing party shall be entitled to reasonable attorney's fees in connection therewith. The
determination of who is the"prevailing party and the amount of the reasonable attorney's fees to be paid to
the prevailing party shall be decided by the arbitrator(s), with respect to attorney's fees incurred prior to
and during the arbitration proceedings, and by the court or courts, including any appellate court, in which
such matter is tried, heard, or decided, including a court that hears a request to compel or stay litigation or
that hears any exceptions or objections to, or requests to modify, correct, or vacate, an arbitration award
submitted to it for confirmation as a judgment.
16.3 Notices. All notices or other communications required or permitted by this Lease must
be in writing, must be delivered to the parties at the addresses set forth below, or any other address that a
party may designate by notice to the other parties, and shall be considered delivered upon actual receipt if
delivered personally or by fax or an overnight delivery service, or at the end of the third (3rd) business
day after the date deposited in the United States mail, postage pre-paid, certified, return receipt requested.
Lessor: Tenant:
Oregon Resorts, LLC Deschutes County Sheriff's Office
PO Box 1215 63333 W. Hwy 20
7555 Falcon Crest Drive Suite Bend, Or 97701
Redmond, Or 97756 Facsimile No.: 541-389-4454
Facsimile No. 541-923-0881 Attn: Sheriff
Attn: Scott Pickert
16.4 Succession. Subject to the above-stated limitations concerning the transfer and
assignment of this Lease under Section 12, this Lease shall be binding upon and inure to the benefit of the
parties, their respective successors and assigns.
16.5 Entry for Inspection. Except for the Exclusive Office Space, Lessor shall have the right
to enter upon the Leased Premises to determine Tenant's compliance with this Lease, to make necessary
repairs to the Leased Premises, or to show the Leased Premises to any prospective tenant or purchaser. In
addition, Lessor shall have the right, at any time during the last three (3) months of the term of this Lease,
to place and maintain upon the Leased Premises notices for leasing or selling of the Leased Premises.
16.6 Interest on Rent and Other Charges. Except as otherwise provided in this Lease, any
Rent or other payment required to be paid by Tenant under this Lease shall, if not paid within thirty(30)
days after it is due, bear interest at the rate of nine percent (9%) per annum from the due date until paid.
16.7 Severability. If a provision of this Lease is determined to be unenforceable in any
respect, the enforceability of the provision in any other respect and of the remaining provisions of this
Lease shall not be impaired.
16.8 Further Assurances. The parties shall sign other documents and take other actions
reasonably necessary to further effect and evidence this Lease.
16.9 Governing Law. This Lease is governed by the laws of the State of Oregon, without
giving effect to any conflict-of-Iaw principle that would result in the laws of any other jurisdiction
governing the Lease.
COMMERCIAL LEASE 10 of 13
Ridge at Eagle Crest
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16.10 Entire Agreement. This Lease contains the entire understanding of the parties regarding
the subject matter of this Lease and supersedes all prior and contemporaneous negotiations and
agreements, whether written or oral, between the parties with respect to the subject matter of this Lease.
16.11 Signatures. This Lease may be signed in counterparts. A fax transmission of a signature
page shall be considered an original signature page. At the request of a party, a party shall confIrm a fax
transmitted signature page by delivering an original signature page to the requesting party.
16.12 Time. In the event the date for performance of an obligation or delivery of any notice
hereunder falls on a day other than a business day, the date for such performance or delivery of such
notice shall be postponed until the next ensuing business day. For purposes of this Lease, a "business
day" shall mean a normal working day (i.e., Monday through Friday of each calendar week, exclusive of
Federal and state holidays and one day following each of Thanksgiving, Christmas, and New Year's).
16.13 Time of Essence. Time is ofthe essence with respect to all dates and time periods in this
Agreement.
16.14 Master Lease. Tenant acknowledges the Master Lease and agrees and understands that
this Lease shall at all times remain subject and subordinate to the Master Lease, and that this Lease shall
be conditioned upon Landlord receiving Master Landlord's consent to this Lease. Landlord agrees to use
reasonable efforts to obtain such consent. In the event of a termination of the Master Lease, this Lease
shall terminate concurrently. Tenant agrees not to take any actions that would violate the terms of the
Master Lease.
[Remainder ofpage left intentionally blank; signature on next page]
COMMERCIAL LEASE II of 13
Ridge at Eagle Crest
IN WITNESS WHEREOF, the undersigned have caused this Lease to be executed as of the date
first set forth above.
LESSOR:
OREGON RESORTS, LLC
By: ~\\~\'--
Name: Scot . ert
Title: Senior Vice President
TENANT: BOARD OF COUNTY COMMISSIONERS FOR
DESCHUTESCOUNTY,OREGON
ANTHONY DEBONE, Chair
ATTEST: ALAN UNGER, Vice Chair
Recording Secretary TAMMY BANEY, Commissioner
The Ridge at Eagle Crest Owners Association ("RECOA") is not a party to this Lease. RECOA signs
solely for purposes of acknowledging that it is the party who first requested that the Deschutes County
Sheriff open an office at Eagle Crest.
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RIDGE AT EAGLE CREST OWNERS ASSOCIATION f
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COMMERCIAL LEASE 12 of 13
Ridge at Eagle Crest
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Exhibit A
Depiction of Leased Premises
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