HomeMy WebLinkAboutDoc 221 - License - Legal Grounds LLC - Justice BldgDeschutes 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 June 1, 2011
Please see directions Pr completing this document on the next page.
DATE: May 24, 2011
FROM: "Teresa Rozic Property & Facilities 385-1414
TITLE OF AGENDA ITEM:
Consideration of Board signature of Document Number 2011-221, a License between Deschutes
County, Lessor, and Anderson Legal Grounds, LLC, Lessee.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND) AND POLICY IMPLICATIONS:
Anderson Legal Grounds has leased space at the Justice Building, 1 100 NW Bond St, Bend, since 2009.
Mrs. Anderson provides food and beverage service in the State Courts area on the second floor. She
wishes to extend the term of the agreement three years. In exchange for the benefit to employees and
the public visiting the Justice Building, Deschutes County does not charge the Lessee rent.
FISCAL IMPLICATIONS:
None.
RECOMMENDATION & ACTION REQUESTED:
Staff recommends signature of Document 2011-221.
ATTENDANCE: Teresa Rozic
DISTRIBUTION OF DOCUMENTS:
One original to Teresa Rozic for the Lessee.
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners, In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Date:
5/24/201
Please complete all sections above the Official Review line.
Department:
Property & Facilities]
Contractor/Supplier/Consultant Name: Anderson Legal Grounds, LLC1
Contractor Contact: BrandyAnderso i Contractor Phone #: [541-280-15881
Type of Document: License
Goods and/or Services: N/A
Background & History: Anderson Legal Grounds has leased space at the Justice
Building, 1100 NW Bond St, Bend, since 2009. Mrs. Anderson provides food and
beverage service in the State Courts area on the second floor. She wishes to extend
the term of the agreement three years. In exchange for the benefit to employees and
the public visiting the Justice Building, Deschutes County does not charge the Lessee
rent.
Agreement Starting Date: 7/1/2011 Ending Date: 6/30/2014
Annual Value or Total Payment: [None
X
Insurance Certificate Received (check box)
Insurance Expiration Date: 102/01/20121
N/A Check all that apply:
RFP, Solicitation or Bid Process
Informal quotes (<$150K)
Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37)
N/A
Funding Source: (Included in current budget? 1 Yes I No
If No, has budget amendment been submitted? 1 Yes
Is this a Grant Agreement providing revenue to the County?
Special conditions attached to this grant:
Deadlines for reporting to the grantor:
No
Yes
X
No
5/24/201 1
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant -funded position so that this will be noted in the offer letter: 1 1 Yes 1 I No
Contact information for the person responsible for grant compliance: Name:
Phone #:
Departmental Contact and Title: Teresa Rozic Phone #: 385-1414
Department Director Approval:
Signature Date
Distribution of Document:
One original to Teresa Rozic for the Lessee.
Official Review:
County Signature Required (check one): ❑ BOCC ❑ Department Director (if <$25K)
Administrator (if >$25K but <$150K; if >$150K, BOCC Order No.
Legal Review Date
Document Number 2011-221
5/)4/20 I I
REVIEWED
LEGAL COUNSEL
REVOCABLE LICENSE
DESCHUTES COUNTY a political subdivision of the State of Oregon ("Licensor") hereby grants
to ANDERSON LEGAL GROUNDS, LLC, an Oregon limited liability company ("Licensee"), a
non-exclusive revocable license to use County real property, described as approximately Two
Hundred (200) square feet of space designated by Licensor on the second floor of the Justice
Building located at 1100 NW Bond Street, Bend, Oregon 97701, together with necessary
ingress and egress for such space, referred to herein as "the Premises."
RECITALS
Deschutes County is willing to grant Licensee a non-exclusive, revocable license so that
Licensee may use the Premises to operate a food establishment, as defined in Oregon
Administrative Rules (OAR) 333-150-0000, 1-201.10(B)(31).
NOW THEREFORE, this nonexclusive, revocable license is granted upon the following terms
and conditions:
1. Term. The effective date of this License shall be July 1, 2011, or the date on which each
party has signed this License, whichever is later, and shall continue until June 30, 2014
("initial term"). Licensor and Licensee each reserve the right to terminate this License
prior to its expiration with thirty (30) days written notice, given to the other party.
Except as otherwise provided in this License, if the Licensee is not then in default and
with Licensor's approval, Licensee has the option to renew this License for three (3)
years by giving at least thirty (30) days written notice to Licensor prior to the expiration of
the initial term.
Rent. In exchange for the benefit the Licensee's service provides to the general public
and public employees, Licensor shall not charge Licensee rent during the term of this
License.
3. Use of Premises. The Premises shall be used by Licensee for operation of a food
establishment, as defined in OAR Chapter 333, Division 150. Licensee shall offer for
sale to the general public food and beverages, including, but not limited to, sandwiches,
soup, pastries, and fruit, as well as coffee, tea, soft drinks and juices. Licensee shall
furnish customer seating and tables. Licensee shall provide all necessary materials and
supplies for food and beverage preparation, service, and sanitation. Licensee shall
operate such use during the hours of 7:00 a.m. until 4:00 p.m. Monday through Friday,
except Deschutes County holidays.
The Premises shall be used by Licensee for the purpose of operating Licensee's primary
business, Anderson Legal Grounds, LLC. Licensee, its principals or agents shall not use
the Premises to operate a business other than that specified in this License and shall not
use the Premises address as the business or mailing address for any other business
than that specified in this License without obtaining the Licensor's written consent in
advance.
DC 2011-221 Page 1 of 7
4. Parking. Licensee, its employees, and clientele shall have a nonexclusive right to
access and utilize vehicle unassigned public parking spaces in County parking lots.
Licensee's employees will be required to adhere to the County Parking Policy and
Regulations, which County in its sole discretion may amend from time to time.
5. Restrictions on Use. In connection with the use of the Premises, Licensee shall:
a) Conform to all applicable laws and regulations affecting the Premises and correct at
Licensee's own expense any failure of compliance created through Licensee's fault or by
reason of Licensee's use of the Premises. Licensee shall not be required to make any
structural changes to affect such compliance, unless such changes are required
because of Licensee's specific use.
b) Refrain from any use which would be reasonably offensive to the Licensor, other
licensees, tenants, or owners or users of adjoining premises or unoccupied portions of
the premises, or which would tend to create a nuisance or damage the reputation of the
real property.
c) Refrain from making any unlawful or offensive use of said property or to suffer or
permit any waste or strip thereof.
d) Exercise diligence in protecting the premises and adjoining common area from
damage.
e) Be responsible for removing any liens placed on said property as a result of
Licensee's use of licensed premises.
f) Comply with Licensor's policies regarding smoking, parking, fragrances, facilities
maintenance, facilities use and violence in the workplace. Those policies are attached
to this License as Exhibit A and by this reference are incorporated herein.
6. Licensee's Obligations. The following shall be the responsibility of the Licensee:
a) Licensee shall not be required to make structural repairs that would place the
Premises in a better condition than at the commencement of this License. Licensee may
place partitions, personal property, and the like in the Premises and may make
nonstructural improvements and alterations to the Premises at its own expense.
Licensee may be required to remove such items at the end of the License term.
Licensee must obtain Lessor's express authorization prior to placing a fixture on the
Premises.
b) Licensee, at its expense, shall keep Licensee's equipment and facilities in a first-
class repair, operating condition, working order and appearance. Licensee shall also be
responsible for any repairs to other property necessitated by its negligence or the
negligence or wrongful acts of its agents, employees and invitees.
c) Any repairs or alterations required under Licensee's obligation to comply with laws
and regulations as set forth in "Restrictions on Use" above.
d) Licensee warrants the honesty and integrity of all personnel Licensee employs or
authorizes to operate Licensees business on the Premises. Licensee shall notify
DC 2011-221 Page 2 of 7
Licensor in writing in advance of any changes in personnel having access to the
Premises, including without limitation suspension, termination or resignation. Subject to
security policies, practices and procedures, Licensee shall have access to and through
Licensor's security access system and shall be responsible for retrieving access keys
from Licensee's personnel who are no longer Licensee's authorized employees or
representatives on the Premises.
e) Licensee's signage and decorative accessories may be provided but must be
approved by the Licensor prior to installation. Interior wall -mounted or free-standing
signs and decorative accessories may also be allowed, but must not interfere with public
traffic flow or County and State message boards. Placement of exterior signs, whether
wall -mounted or free-standing, will be subject to the prior approval of the County's
Building Services Division. Building Exterior signs, if allowed, must also comply with the
City of Bend sign code and be installed in accordance with all related City of Bend permit
regulations. Printed flyers, menus, notices, announcements, and other promotional
materials may be distributed among the neighboring buildings of the County's complex
for the purposes of increasing customer traffic with prior approval of the Licensor.
7. Maintenance and Repair of Premises.
a) Licensor shall perform all necessary maintenance and repairs to the structure,
foundation, exterior walls, roof, doors and windows, elevators, emergency lighting, and
Licensor -provided fire extinguishers, sidewalks, and parking area which are located on
or serve the Premises. Licensor shall maintain the premises in a hazard free condition
and shall repair or replace, if necessary and at Licensor's sole expense, the heating, air
conditioning, plumbing, electrical, and lighting systems in the Premises, obtaining
required permits and inspections from Code enforcement authorities, and shall keep the
Premises, improvements, grounds and landscaping in good repair and appearance
replacing dead, damaged or diseased plant materials when necessary.
b) Should Licensor fail to maintain the Premises in accordance with above
requirements, and after at least fourteen (14) days prior written notification to Licensor,
Licensee may terminate the license.
c) Licensee shall maintain its facilities and equipment on the Premises so as to impact
in the least possible way Licensor's equipment, facilities and personnel. Licensee shall
also secure its personal property on the Premises in a clean, safe and sanitary condition
when not in use and at the close of daily business.
e) Licensee shall take good care of the interior of the Premises and at the expiration of
the term surrender the Premises in as good condition as at the commencement of this
License, excepting only reasonable wear, permitted alterations, and damage by fire or
other casualty.
8. Utilities and Services. Licensor shall provide adequate heat, electricity, water, air
conditioning, trash removal service, and sewage disposal service for the Premises and
janitorial services for the common areas of the building. Licensee shall provide its own
janitorial services for the Premises. Licensee will pay Licensor Twenty-five Dollars
($25.00) per month in consideration for Licensee's use of an Internet connection.
Licensee shall pay such amount within fifteen (15) days of invoice.
DC2011-221 Page3of7
9. Liens.
a) Except with respect to activities for which the Licensor is responsible, the Licensee
shall pay as due all property taxes, all claims for work done on and for services rendered
or material furnished to the licensed premises and shall keep the property free from any
liens. If Licensee fails to pay any such claims or to discharge any lien, Licensor may do
so and collect the cost from Licensee. Any amount so expended shall bear interest at
the rate of nine percent (9%) per annum from the date expended by Licensor and shall
be payable on demand. Such action by Licensor shall not constitute a waiver of any
right or remedy which Licensor may have on account of Licensee's default.
b) Licensee may withhold payment of any claim in connection with a good faith dispute
over the obligation to pay, so long as Licensor's property interests are not jeopardized.
If a lien is filed as a result of nonpayment, Licensee shall, within thirty (30) days after
knowledge of the filing, secure the discharge of the lien or deposit with Licensor cash or
a sufficient corporate surety bond or other surety satisfactory to Licensor 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 a lien.
10. Insurance.
a) It is expressly understood that Licensor shall not be responsible for carrying
insurance on any property owned by Licensee.
b) Licensee will be required to carry fire and casualty insurance on Licensee's personal
property on the Premises.
c) Licensor will carry fire and casualty insurance only on the structure where Premises
are located.
d) Subject to the limitations and conditions of the Oregon Tort Claims Act, ORS 30.260
through 30.300, and the Oregon Constitution, Article XI, Section 7, Licensee shall carry
commercial general liability insurance, on an occurrence basis with a combined single
limit of not less than limitations set forth in ORS 30.271. Licensee may fulfill its
obligations through a program of self-insurance pursuant to applicable law. Licensee
shall provide Licensor with a certificate of insurance, as well as an endorsement, naming
Deschutes County, its officers, agents, employees and volunteers as an additional
insured. There shall be no cancellation, termination, material change, or reduction of
limits of the insurance coverage during the term of this License.
e) Licensee shall provide to Licensor proof of workers compensation insurance or a
legally established program of self-insurance for workers compensation claims.
f) Indemnification: Licensor and Licensee shall each be responsible for and defend,
indemnify and hold the other harmless for losses, costs or claims due to the negligent
and wrongful acts of their employees, agents and invitees. Licensor's liability exposure is
limited by the Oregon Constitution, Article XI, and Oregon Revised Statutes 30.260
through 30.300.
11. Casualty Damage. If the Premises or improvements thereon are damaged or destroyed
by fire or other casualty to such a degree that the Premises are unusable for the purpose
DC2011-221 Page4of7
Licensed, and if repairs cannot reasonably by made within ninety (90) days, Licensee
may elect to cancel this License. Licensor shall in all cases promptly repair the damage
or ascertain whether repairs can be made within ninety (90) days, and shall promptly
notify Licensee of the time required to complete the necessary repairs or reconstruction.
If Licensor's estimate for repair is greater than ninety (90) days, then Licensee, upon
receiving said estimate will have twenty (20) days after such notice in which to cancel
this License. Following damage, and including any period of repair, Licensee's rental
obligation shall be reduced to the extent the Premises cannot reasonably be used by
Licensee.
12. Surrender of Licensed Premises. Upon abandonment, termination, revocation or
cancellation of this License or the surrender of occupancy of any portion of or structure
on the Licensed premises, the Licensee shall surrender the real property or portion
thereof to Licensor in the same condition as the real property was on the date of
possession, fair wear and tear excepted, except, that nothing in this License shall be
construed as to relieve Licensee of Licensee's affirmative obligation to surrender said
premises in a condition which complies with all local, state or federal environmental
laws, regulations and orders applicable at the time of surrender that was caused by
Licensee or occurred during the term of this License. Upon Licensor's written approval,
Licensee may leave site improvements authorized by any land use or building permit.
Licensee's obligation to observe and perform this covenant shall survive the expiration
or the termination of the License.
13. Nonwaiver. Waiver by either party of strict performance of any provision of this License
shall not be a waiver of or prejudice of the party's right to require strict performance of
the same provision in the future or of any other provision.
14. Default. Neither party shall be in default under this License until written notice of its
unperformed obligation has been given and that obligation remains unperformed after
notice for fifteen (15) days in the case of the payment or for thirty (30) days in the case
of other obligations. If the obligation (other than payment) cannot be performed within
the thirty -day period, there shall be no default if the responsible party commences a
good faith effort to perform the obligation within such period and continues diligently to
complete performance. In case of default the non -defaulting party may terminate this
License with thirty (30) days' notice in writing to the defaulting party, shall be entitled to
recover damages or any other remedy provided by applicable law, or may elect to
perform the defaulting party's obligation. The cost of such performance shall be
immediately recoverable from the defaulting party plus interest at the legal rate for
judgment. If Licensee makes any such expenditures as the non -defaulting party, those
expenditures may be applied to monthly rent payments(s).
15. Notices. Notices between the parties shall be in writing, effective when personally
delivered to the address specified herein, or if mailed, effective 48 hours following
mailing to the address for such party specified below or such other address as either
party may specify by notice to the other:
Licensor: Deschutes County
Attn: Susan Ross
14 NW Kearney Avenue
Bend, Oregon 97701
Phone: 541.383.6713
DC 2011-221 Page 5 of 7
Licensee: Anderson Legal Grounds LLC
Brandy Anderson
20498 Jacklight Lane
Bend, Oregon 97702
Phone: 541.280.1588
16. Assignment. Licensee shall not assign or sub -rent the premises without the prior written
consent of the Licensor.
17. Attorneys' Fees. In the event a suit or action of any kind is instituted on behalf of either
party to obtain performance under this License or to enforce any rights or obligations
arising from this License, each party will be responsible for paying its own attorney fees.
18. Authority. The signatories to this agreement covenant that they possess the legal
authority to bind their respective principals to the terms, provisions and obligations
contained within this agreement.
19. MERGER.
THIS LICENSE CONSTITUTES THE ENTIRE LICENSE BETWEEN THE PARTIES.
NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS
LICENSE SHALL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY
BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF
MADE, SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE
SPECIFIC PURPOSE GIVEN. THERE ARE NO UNDERSTANDINGS, AGREEMENTS,
OR REPRESENTATIONS, ORAL OR WRITTEN, NOT SPECIFIED HEREIN
REGARDING THIS LICENSE. LICENSOR, BY THE SIGNATURE BELOW OF ITS
AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT LICENSOR
HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY
ITS TERMS AND CONDITIONS.
LICENSOR:
Dated this day of , 2011
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
TAMMY BANEY, CHAIR
ATTEST: ANTHONY DEBONE, VICE -CHAIR
Recording Secretary ALAN UNGER, COMMISSIONER
MORE SIGNATURES FOLLOW
DC 2011-221 Page 6 of 7
LICENSEE:
Dated this V day of
, 2011
ANDERSON LEGAL GROUNDS, LLC
DC 2011-221 Page 7 of 7