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HomeMy WebLinkAboutDoc 156 - Brookswood Lease - SheriffDeschutes 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 24, 2010 DATE: February 17, 2010 FROM: Sue Brewster, Legal Counsel, Sheriff's Office Phone # 541-385-1714 TITLE OF AGENDA ITEM: Consideration of Board Signature of Document 2010-156, a lease between Deschutes County and Brookswood Meadow, LLC. PUBLIC HEARING ON THIS DATE? No. BACKGROUND AND POLICY IMPLICATIONS: This is a lease between Deschutes County (Tenant) and Brookswood Meadow, LLC (Landlord). The lease will provide 1,254 sq ft of office space without charge to the Sheriffs Office in the Brookswood Meadow Plaza, a shopping center located in south Bend. FISCAL IMPLICATIONS: None. There is no charge for the lease of the office space. RECOMMENDATION & ACTION REQUESTED: It is requested that the Deschutes County Commissioners sign the lease. ATTENDANCE: Sue Brewster, Legal Counsel, Sheriff's Office DISTRIBUTION OF DOCUMENTS: Return 1 signed original to Sue Brewster, Sheriff's Office and mail 1 signed original to: John Keba Equity Growth Management, LLC 61915 Fall Creek Loop Bend, OR 97702 DESCHUTES COUNTY DOCUMENT SUMMARY Date: February 17, 2010 Department: Sheriffs Office Contractor/Supplier/Consultant Name: Brookswood Meadow, LLC Contact: Travis Lovejoy Phone #: 541-585-2573 Type of Document: Commercial lease between Deschutes County (Tenant) and Brookswood Meadow, LLC (Landlord). Goods and/or Services: Document 2010-156 is a lease to provide 1,254 square feet of office space without charge to the Sheriff's Office in the Brookswood Meadow Plaza, a shopping center located in south Bend. Background & History: This is a new lease. Agreement Starting Date: Thirty days after landlord makes improvements. Ending Date: This is a three-year lease. Annual Value or Total Payment: No charge to Deschutes County. Departmental Contact and Title: Sue Brewster, Legal Counsel, Sheriff's Office Phone #: 541-385-1714 Sheriff's Approval: Signature Date Distribution of Document: Return 1 signed original to Sue Brewster, Sheriffs Office, and mail 1 signed original to: John Keba Equity Growth Management, LLC 61915 Fall Creek Loop Bend, OR 97702 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 2010-156 2/17/201) REVIEWED flP.> LEGAL COUNSEL COMMERCIAL LEASE DATED: February 1 , 2010 PARTIES: Brookswood Meadow, LLC, ("Landlord") an Oregon limited liability company AND: Deschutes County ("Tenant") RECITALS A. Landlord is the owner of a certain shopping center known as Brookswood Meadow Plaza located at 19530, 19550, 19570 Amber Meadow Drive, Bend, Oregon 97702 (the "Shopping Center"). B. By the execution of this Commercial Lease (this "Lease"), Landlord leases to Tenant and Tenant leases from Landlord approximately 1,254 leasable square feet of space located within the Shopping Center, which space has a physical address of 19570 Amber Meadow Drive, Suite 160, Bend, Oregon 97702 (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 Commencement Date (as defined below), and shall continue, subject to the terms and conditions provided in this Lease, for a period of three (3) years thereafter (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 three (3) year Lease Term and any extensions or renewals thereof. For purposes of this Lease, the term "Shopping Center" means the Leased Premises, the Parking Area (as defined below), all Common Areas (as defined below), all units located within the Shopping Center, and any and all other pieces or parcels of real property (and any improvements located thereon) at any time and from time to time hereafter designated by Landlord as part of the Shopping Center. After the initial three (3) year Lease Term, this Lease will continue on a month-to-month basis, which may be terminated by either Landlord 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. Landlord 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"). Landlord and Tenant acknowledge and agree that there are no preconditions to the effectiveness of this Lease or the performance of its terms. Tenant's right to possession of the Leased Premises shall commence one (1) day after the Landlord completes the Landlord Improvements (as defined below) (the "Possession Date"). Tenant acknowledges and agrees that Landlord shall have no liability for any delay in the delivery of possession of the Leased Premises to Tenant and any delay shall not affect the validity of this Lease, Tenant's obligations under this Lease, or provide Tenant any right to terminate this Lease. 1.3 Commencement Date. The Lease Term shall commence thirty (30) days after the Possession Date (the "Commencement Date"). 1 — COMMERCIAL LEASE 14435-011 300v6.doc 1.4 Landlord Improvements and Condition of Leased Premises. Within ten (10) days after the Execution Date, Landlord shall provide Tenant plans and specifications describing the improvements Landlord intends to complete in or to the Leased Premises (the "Landlord Improvements"), and any other additional information related to the Landlord Improvements Landlord deems necessary or appropriate. Prior to the Possession Date, Landlord will complete, at its cost and expense, the Landlord Improvements and any and all improvements necessary to deliver the Leased Premises to Tenant in a "turn -key" condition. Tenant acknowledges and agrees that, except as expressly provided in this Lease, Landlord 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 Shopping Center or Landlord Improvements. Tenant acknowledges and agrees that construction of the Shopping Center may continue for a period of time after Tenant's possession of the Leased Premises. Tenant waives any and all claims, losses, and/or liabilities against Landlord (and Landlord's Agents) related, whether directly or indirectly, to the construction of the Shopping Center, Landlord shall notify Tenant immediately after the Landlord Improvements have been completed. 1.5 License to Use Common Areas. 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, including, but not limited to, the Rules and Regulations. For purposes of this Lease, the term "Common Area(s)" mean all areas and facilities outside of the Leased Premises (other than areas and facilities provided for the exclusive use of Landlord and any tenant of the Shopping Center) that are provided for the general use and/or convenience of Tenant and other tenants or owners of all or any part of the Shopping Center 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. 1.6 Parking Area. Tenant shall have one designated parking space located in front of the Leased Premises Landlord 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 Landlord's negligence or intentional acts.. Landlord shall have the right to implement any reasonable parking restrictions (including, but not limited to, assigning parking spaces to tenants) at any time upon ten (10) days' prior written notice to Tenant, which parking restrictions shall be binding on Tenant and Tenant's Agents. 1.7 Right to Relocate. On not less than thirty (30) days prior notice, Landlord shall have the right to relocate Tenant from the Leased Premises to any other comparable space located in the Shopping Center; provided, however, that (a) Landlord shall only have the right to relocate tenant one (1) time under this Section 1.7 during the Lease Term; and (b) Landlord shall pay Tenant $500 as consideration for any costs and expenses incurred by Tenant in such relocation. Tenant shall be responsible, at its sole cost and expense, for any costs and expenses associated with such relocation, including without limitation moving costs and administrative costs. 1.8 Shared Office Space. Tenant acknowledges and agrees that the Leased Premises shall constitute "shared office space" with Landlord and one or more other third -parties. Landlord shall provide one locking door into one private office and one locking door into one private closet and Tenant shall have the exclusive use of such office and closet in the Leased Premises (the "Exclusive Office Space"). Except as set forth in the preceding sentence and except for one office that Landlord shall have 2 — COMMERCIAL LEASE 14435-011 300v6.doc exclusive use of in the Leased Premises, Tenant shall have the non-exclusive right to use any other office space or conference rooms located in the Leased Premises and shall faithfully observe and comply with any rules and regulations that Landlord shall from time to time reasonably promulgate and/or modify with respect to use of the Leased Premises. The rules and regulations shall be binding upon Tenant upon delivery of a copy of them to Tenant. 1.9 Option to Terminate. Tenant shall have the right to terminate this Lease on not less than thirty (30) days prior written notice to Landlord. SECTION 2. RENT, DEPOSIT, TAXES, FEES, AND CHARGES 2.1 Base Rent. During the initial three-year Lease Term, and any extension on a month-to- month basis thereafter, Tenant shall pay Landlord guaranteed base monthly rent, without offset, equal to $0.00 ("Base Rent"). 2.2 Additional Rent. All taxes, insurance costs, utility charges (e.g., electricity, telephone, etc.) and any other sums Tenant is required to pay to Landlord or any third -party shall be deemed "Additional Rent." For purposes of this Lease, "Rent" shall mean both Base Rent and Additional Rent. 2.3 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 Landlord. Operation of the 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 Shopping Center, 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 Landlord nor its affiliates, subsidiaries, members, managers, officers, sureties, agents, contractors, representatives, and employees (collectively, "Landlord's Agents") have made any warranties or representations, whether expressed or implied, concerning the permitted use that may be made of the Leased Premises or the Shopping Center 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 24/7 (twenty-four hours a day; seven days a week). 3.2 shall: Restrictions on Use. In connection with Tenant's use of the Leased Premises, Tenant 3.2.1 Conform 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 of the 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 Shopping Center, including, but not limited to, the Leased Premises. 3 — COMMERCIAL LEASE 14435-011 300v6.doc 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 Landlord from taking advantage of any ruling of the Oregon Insurance Rating Bureau or its successor allowing Landlord 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 Landlord or owners or users of neighboring property, or which would tend to create a nuisance or damage the reputation of the Shopping Center. Tenant agrees not to use overhead lights or siren until entering onto Brookswood Blvd. 3.2.4 Refrain from loading the floors beyond the point considered safe by a competent engineer or architect selected by Landlord. 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 Shopping Center (including the Leased Premises) without the prior written consent of Landlord except within the Exclusive Office Space. 3.2.6 Refrain from causing or permitting any Hazardous Substances (as defined below) to be spilled, leaked, disposed of, or otherwise released on or under the Shopping Center. Without otherwise limiting the immediately preceding sentence, Tenant may use, store, or otherwise handle on the Leased Premises only 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 Shopping Center, 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. 3.2.7 Tenant acknowledges receipt of Brookswood Meadow Plaza Rules and Regulations (the "Rules and Regulations"), attached hereto as Exhibit A and incorporated herein by this reference. Tenant acknowledges and agrees that it shall comply with the Rules and Regulations and shall not perform any acts or carry on any practice prohibited by the Rules and Regulations. Tenant acknowledges and agrees that Landlord shall be permitted to adopt new Rules and Regulations, or amend the Rules and Regulations, from time to time as Landlord determines. Any adoption or amendment to the Rules and Regulations shall be effective thirty (30) days after Landlord provides Tenant notice of such adoption or amendments. Notwithstanding anything to the contrary in the Rules and Regulations, Tenant shall be entitled to bring a police dog onto the Leased Premises for purposes of conducting the Business. 3.2.8 Tenant acknowledges receipt of Brookswood Meadow Plaza Tenants' Sign Criteria (the "Sign Criteria"), attached hereto as Exhibit B and incorporated herein by this reference. Tenant acknowledges and agrees that it shall comply with the Sign Criteria. Tenant acknowledges and agrees that Landlord may adopt new sign criteria, or amend the Sign Criteria, from time to time as Landlord determines. Any adoption or amendment to the Sign Criteria shall be effective thirty (30) days after Landlord provides Tenant notice of such adoption or amendments. 4 —COMMERCIAL LEASE 14435-011 300v6.doe 3.3 Hazardous Substances - Indemnification. Tenant shall indemnify, defend, and hold Landlord and Landlord'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 Shopping Center 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. SECTION 4. REPAIRS AND MAINTENANCE 4.1 Landlord's Obligations. The following repair and maintenance obligations shall be the responsibility of Landlord, the cost of which Landlord shall complete at Landlord's sole cost and expense: 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, HVAC system (other than ordinary maintenance) up to the point of entry to the Leased Premises. 4.1.4 Repair and maintenance of boilers, 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. 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 Exclusive Office Space (including all interior and exterior glass in the Exclusive Office Space) in good order and repair and shall preserve the Exclusive 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 Exclusive Office Space. 4.2.2 Any repairs or maintenance necessitated by the negligence of Tenant and/or Tenant's Agents, including repairs and maintenance that would otherwise be the responsibility of Landlord under Section 4.1. 4.2.3 Any repairs or alterations required under Tenant's obligation to comply with the Legal Requirements. 4.2.4 Repainting of all interior walls of the Exclusive Office Space. 5 — COMMERCIAL LEASE 14435-011 300v6.doc 4.2.5 Maintain the Exclusive Office Space in good order and repair and in broom -clean condition 4.2.6 All glass, both exterior and interior to the Exclusive 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 Landlord's Interference with Tenant. Except in the case of an emergency, any repairs, replacements, alterations, or other work to be performed by Landlord on, in, or around the Leased Premises shall be completed so as to interfere with Tenant's use of the Leased Prernises as little as reasonably possible. Tenant shall have no right to an abatement of Rent, nor any claim against Landlord for any inconvenience or disturbance resulting from Landlord'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 Landlord to Tenant, Landlord may enter and inspect the Exclusive Office Space to determine the necessity of repair and/or the condition of the Exclusive Office Space; provided, however, that Landlord must be accompanied with a representative of Tenant to enter and inspect the Exclusive Office Space. Whether or not such inspection is made, the duty of Landlord to make repairs shall not mature until a reasonable time after Landlord has received from Tenant written notice of the required repairs. 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 Landlord's consent. 5.2 Ownership and Removal of Alterations. Alterations performed on the Leased Premises by either Landlord or Tenant shall be the property of Landlord when installed unless the applicable Landlord's consent or work sheet specifically provide otherwise. Alterations completed shall, at Landlord's option, be removed by Tenant, at Tenant's cost and expense, and the Leased Premises restored unless the applicable Landlord's consent or work sheet specifically provides otherwise. 5.3 Signage. Subject to Landlord'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, including, without limitation, Tenant's proportionate share of signage on the Shopping Center's monument sign. 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 unless 6—COMMERCIAL LEASE 14435-011 300v6.doc Landlord elects to retain all or any portion of the signage. SECTION 6. INSURANCE 6.1 Insurance Required. Landlord shall keep the Leased Premises insured against fire and other risks covered under a standard fire insurance policy with an endorsement for extended coverage. 6.2 Liability Insurance. The liability of Tenant as a self-insured political subdivision of the State of Oregon is governed by the provisions of Oregon Revised Statutes, Lessee shall not be obligated to provide additional or supplementary liability insurance coverage. 6.3 Limitation of Liability. Landlord shall have no liability to Tenant for any loss or damage caused by any third -parties. SECTION 7. TAXES; UTILITIES 7.1 Property Taxes. Tenant shall pay as due all taxes on its personal property located on the Leased Premises. Landlord shall pay any and all general real property taxes levied against the Leased Premises, including any special assessments levied and allocable to the Leased Premises. For purposes of this Lease, "general real property taxes" shall mean any fee or charge relating to the ownership, use, or rental of the Leased Premises and the Shopping Center, other than taxes on the net income of Landlord or Tenant. 7.2 Payment of Utilities Charges. Landlord 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 or internet. 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, Landlord 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 Landlord. 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, Landlord 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 Landlord. 7 —COMMERCIAL LEASE 14435-011 300v6.doc SECTION 10. LIABILITY AND INDEMNITY 10.1 Liens. Except with respect to activities for which Landlord 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. If Tenant shall fail to pay any such claims or to discharge any lien, Landlord may do so and collect the costs as Rent. Any amount so added shall bear interest at the rate of nine percent (9%) per annum from the date expended by Landlord and shall be payable on demand. Landlord's payment of Tenant's claims or discharge of any Tenant lien shall not constitute a waiver of any other right or remedy which Landlord 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 Landlord'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 Landlord cash or sufficient corporate surety bond or other surety satisfactory to Landlord 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 Landlord harmless for, from, and against any claim, loss, or liability arising out of Tenant's failure to comply with Section 10.1. SECTION 11. SUBORDINATION — Notice to Mortgagee This Lease shall be subject and subordinated at all times to the liens of any mortgages or deeds of trust, in any amount or amounts whatsoever now existing or hereafter encumbering the Shopping Center, and to any extensions, renewals, spreaders, consolidations, substitutes, or replacements thereof, without the necessity of having further instruments executed by the Tenant to effect such subordination. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand, such further instruments evidencing such subordination of this Lease to such liens of mortgages or deeds of trust as may be requested by Landlord. So long as the Tenant hereunder shall pay the rent reserved and comply with, abide by and discharge the terms, conditions, covenants and obligations on its part, to be kept and performed herein and shall attorn to any successor in title, notwithstanding the foregoing, the peaceable possession of the Tenant in and to the Shopping Center for the term of this Lease, shall not be disturbed, in the event of the foreclosure of any such mortgage or deed of trust, by the purchaser at such foreclosure sale or such purchaser's successor in title. Notwithstanding anything to the contrary in this Lease, Landlord shall not be in default under any provision of this Lease unless written notice specifying such default is given to Landlord and to all persons who have an interest in all or part of the Shopping Center as mortgagees and/or deed of trust beneficiaries, as set forth in the provisions of Section 13.3. Tenant further agrees that if Landlord shall have failed to cure or eminence the cure of such default within the time period allowed under Section 13.3 below, then the mortgagee or deed of trust holder shall have an additional thirty (30) days within which to cure or commence the cure of such default and thereafter diligently pursue such cure to completion including, if necessary to effectuate such cure, the coimnencement of judicial or non -judicial foreclosure proceedings. Notwithstanding anything to the contrary in this Section 11, and so long as Tenant is not in default hereunder, this Lease shall remain in full force and effect for the full term hereof. 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 of law) all or any part of Tenant's interest in this Lease and/or in the Leased Premises (collectively, "Transfer") without Landlord's prior written consent, which consent Landlord may withhold in its 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 any 8 — COMMERCIAL LEASE 14435-011 300v6.doc sublease or assignment of this Lease, Landlord 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 Payment of Rent or Other Charges. Failure of Tenant to pay any charge, cost, or expense within thirty (30) days of the applicable due date. 13.2 Default in Other Covenants. Failure of Tenant to comply with any term or condition or fulfill any obligation of this Lease (other than the payment of Rent or other charges) within thirty (30) days after written notice by Landlord 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 13.2 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. 13.3 Landlord Default. No act or omission of Landlord shall be considered a default under this Lease until Landlord, and any holder of any first mortgage or deed of trust covering the Leased Premises and/or the Shopping Center 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 Landlord's receipt of such default notice, Landlord shall have thirty (30) days to cure or remedy the default before Landlord 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 Landlord under this Lease if Landlord 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 Landlord by notice to Tenant. If this Lease is not terminated by the election of Landlord, Landlord shall be entitled to recover damages from Tenant for the default. If this Lease is terminated, Tenant's liability to Landlord for damages shall survive such termination, and Landlord 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 Reletting. Following reentry or abandonment, Landlord may relet the Leased Premises, and in that connection may make any suitable alterations or refurbish the Leased Premises (or both), or change the character or use of the Leased Premises, but Landlord shall not be required to relet for any use or purpose other than that specified in this Lease or which Landlord may reasonably consider injurious to the Leased Premises, or to any tenant which Landlord may reasonably consider objectionable. Landlord may relet all or part of the Leased Premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this Lease, upon any reasonable terms and conditions, including the granting of some rent-free occupancy or other rent concession. 14.3 Landlord's Right to Cure Defaults. If Tenant shall fail to perform any obligation under this Lease, Landlord shall have the option to do so after thirty (30) days' written notice to Tenant specifying the nature of the default. Landlord's performance of any Tenant obligation under this Lease shall not waive any other remedy available to Landlord. All of Landlord's expenditures to correct the 9 — COMMERCIAL LEASE 14435-011 300v6.doc 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 Landlord. 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 Landlord and surrender the Leased Premises in good, broom -clean condition, reasonable wear and tear excepted. Alterations constructed by Tenant with permission from Landlord shall not be removed or restored to the original condition unless the terms of permission for the alteration so require. 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. 15.2 Personal Property/Fixtures. 15.2.1 All personal property including fixtures placed upon the Leased Premises during the Lease Term by Tenant shall remain the property of Tenant except as otherwise provided herein. If Landlord so elects, Tenant shall remove any or all fixtures which would otherwise remain the property of Landlord, and shall repair any physical damage resulting from the removal. If Tenant shall fail to remove such fixtures within thirty (30) days , Landlord 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 termination of this 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 Landlord may retain the property and all rights of Tenant with respect to it shall cease or, by notice in writing given to Tenant within thirty (30) days after removal was required, Landlord may elect to hold Tenant to its obligation of removal. If Landlord elects to require Tenant to remove, Landlord may effect a removal and place the property in public storage for Tenant's account. Tenant shall be liable to Landlord 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 Landlord. 15.3 Holdover. 15.3.1 If Tenant does not vacate the Leased Premises at the time required, Landlord 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 term and renewal). 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 Landlord 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 terminable at the end of any monthly rental period on written notice from Landlord given not less than ten (10) days' prior to the termination 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. 10 — COMMERCIAL LEASE 14435-011 300v6.doc SECTION 16. MISCELLANEOUS 16.1 Non -waiver. Waiver by either party of strict performance of any provision of this Lease shall not be a waiver of or prejudice the party's right to require strict performance of the same provision in the future or of any other provision. 16.2 Litigation Fees and Expenses. In the event an action, suit or proceeding, including appeal there from, is brought for failure to observe any of the terms of this Lease, each party shall be responsible for their own attorney's fees, expenses, costs and disbursements for said action, suit, proceeding or appeal. 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. Landlord: Brookswood Meadow, LLC 19820 Village Office Court Bend, Oregon 97702 Facsimile No.: 5‘41 -53C -01.57I Attn: Travis Lovejoy, Vice President Tenant: Deschutes County Sheriff's Office 63333 W. Hwy 20 Bend, Or 97701 Facsimile No.: 541-389-4454 Attn: Sheriff 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 Recordation. This Lease (or any memorandum of this Lease) shall not be recorded. 16.6 Entry for Inspection. Except for the Exclusive Office Space, Landlord 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, Landlord 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. 16.7 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. 16.8 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. 16.9 Further Assurances. The parties shall sign other documents and take other actions reasonably necessary to further effect and evidence this Lease. 11 — COMMERCIAL LEASE 14435-011 3003,6310e 16.10 Governing Law. This Lease is governed by the laws of the State of Oregon, without giving effect to any conflict -of -law principle that would result in the laws of any other jurisdiction governing the Lease. 16.11 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. 16.12 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. 16.13 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). 16.14 Time of Essence. Time is of the essence with respect to all dates and time periods in this Agreement. IN WITNESS WHEREOF, the undersigned have caused this Lease to be executed as of the date first set forth above. LANDLORD: Brookswood Meadow, LLC, an Oregon limited liability company By: / �o Travis Lov 'oy, ioe t resident TENANT: BOARD OF COUNTY COMMISSIONERS FOR N • I D :' chutes ounty Sheriff ATTEST: Recording Secretary Exhibits: Exhibit A — Rules and Regulations Exhibit B — Tenant's Sign Criteria 12 — COMMERCIAL LEASE 14435-011 300v6.doc DESCHUTES COUNTY, OREGON DENNIS R. LUKE, Chair ALAN UNGER,Vice Cha it TAMMY BANEY, Commissioner Exhibit A Rules and Regulations 1. Sidewalks, passages, exits, entrances and stairways shall not be obstructed by tenants or used by them for any purpose other than for ingress to, and egress from, their respective premises. The passages, exits, entrances and stairways are for the use of the general public only for ingress to and egress from the retail premises located within Shopping Center, and Landlord shall in all cases retain the right to control and prevent access by any persons engaged in illegal activities. 2. No sign, placard, picture, name, advertisement, or notice, visible from the exterior of leased premises shall be inscribed, painted, affixed, installed or otherwise displayed by Tenant without the prior written consent of Landlord, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement or notice without notice to and at the expense of the Tenant. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of Tenant. No awning or other projections shall be attached to the outside walls of the Leased Premises or the Shopping Center of which they form a part without, in each instance, the prior written consent of Landlord. 3. Landlord reserves the right to exclude from the Shopping Center all persons who are not Tenants or their employees, agents and invitees for the safety of Tenant's and protection of the Shopping Center and Property in the Shopping Center. Landlord shall in no case be liable for damages for error with regard to the admission to or exclusion from the Shopping Center of any person 4. Tenant shall see that all doors of its Leased Premises are closed and securely locked and shall observe strict care and caution that all water faucets or water apparatus are entirely shut off before the Tenant or its employees leave such premises. All utilities should be used and monitored in such a manner so as to prevent waste or damage. For any default or carelessness, the Tenant shall make good all injuries sustained by Landlord or other tenants or occupants of the Shopping Center or Landlord. 5. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any other purpose than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, leakage, stoppage, or damage to the remainder of the Shopping Center resulting from the violation of this rule shall be borne by the Tenant. 6. No Tenant shall use or keep in its Leased Premises or the Shopping Center any kerosene, gasoline or inflammable or combustible fluid or material or other Hazardous Materials other than in amounts customary and reasonably necessary for the normal operation of Tenant's business. No Tenant shall use any method of heating or air-conditioning other than that approved by Landlord. 7. No Tenant shall use, keep or permit to be used or kept in its Leased Premises any foul or noxious gas or substance or permit or suffer such Leased Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Shopping Center by reason of noise, odors, and/or vibrations or interfere in any way with other tenants or those having business therein, nor shall any animals or birds be brought or kept in or about any premises of the Shopping Center. 8. Without the prior written consent of Landlord (which consent may be withheld in Landlord's sole and commercially reasonable discretion), Tenant shall not at any time cook or sell food in any form by or to any of Tenant's agents or employees or any other parties on the Leased Premises, nor permit any of the same to occur (other than in vending machines, microwave ovens and coffee makers 13 — COMMERCIAL LEASE 14435-011 300v6.doc properly maintained in good and safe working order and repair in lunch rooms or kitchens for employees as may be permitted or installed by Landlord, which does not violate any Laws or create a nuisance to other tenants or users of the Shopping Center). Cooking in the Leased Premises shall only be done in strict accordance with applicable city and/or county codes. All equipment used within the Leased Premises shall be Underwriters' Laboratory approved equipment and such equipment shall be used in accordance with applicable federal, state and city laws, codes, ordinances, rules, and regulations. At no time shall the Leased Premises be used for lodging. 9. Equipment within the Leased Premises shall not be used for any illegal, improper, immoral or objectionable purpose, or any business or activity other than that specifically provided for in such Tenant's lease. No sales advertised as auction, fire, bankruptcy, going out of business or selling out sales shall be conducted on or about the Leased Premises. 10. if Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain and comply with, Landlord's reasonable instructions regarding their installation. 11. Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior consent of Landlord, which consent shall not be unreasonably withheld. The location of burglar alarms, telephones, call boxes and other office equipment affixed to all premises shall be subject to the written approval of Landlord, which approval shall not be unreasonably withheld or delayed. 12. No Tenant shall install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Shopping Center without the written consent of Landlord. Tenant shall not interfere with radio or television broadcasting or reception from or in the Shopping Center or elsewhere. No loud speakers, television sets, phonographs, radios, or other devices shall be used in a manner so as to be heard or seen outside of the Leased Premises without the prior written consent of Landlord. 13. No Tenant shall install any spotlights, searchlights, strobe lights or other flashing lights, which may be seen outside the Leased Premises without the prior written consent of Landlord. 14. Business machines and mechanical equipment belonging to Tenant which cause noise or vibration shall be placed and maintained by Tenant, at Tenant's expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration. 15. Each Tenant shall store all its trash and garbage within the interior of its premises or designated trash areas within the Shopping Center. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city without violation of any law or ordinance governing such disposal. All trash, garbage and refuse disposal shall be made through entryways provided for such purposes. 16. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Shopping Center are prohibited and each Tenant shall cooperate to prevent the same. 17. Landlord shall have the right, exercisable without notice and without liability to any Tenant, to change the name and address of the Shopping Center. 18. Landlord reserves the right to exclude or expel from the Shopping Center any person who, in Landlord's judgment, is intoxicated or under the influence of liquor or drugs or who is in 14 — COMMERCIAL LEASE 14435-011 300v6.doc violation of any of the rules and regulations of the Shopping Center. 19. Without the prior written consent of Landlord (which consent shall not be unreasonably withheld), Tenant shall not use the name of the Shopping Center in connection with or in promoting or advertising the business of Tenant except as Tenant's address. 20. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency. 21. Tenant assumes any and all responsibility for protecting its Leased Premises from theft, robbery and pilferage which includes keeping doors locked and other means of entry to the Leased Premises closed. 22. All deliveries are to be made to designated service or receiving areas and Tenant shall request delivery trucks to approach their service or receiving areas by designated service routes and drives. Trucks and trailers are to be removed from the loading areas after unloading. No parking or storing or such trucks or trailers will be permitted in the Shopping Center. Except for small parcel packages, no deliveries will be permitted through the front entry to a Leased Premises unless Tenant does not have a rear service door. Merchandise being received shall immediately be moved into Tenant's Leased Premises and not left in the service or receiving areas. 23. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular Tenant or Tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other Tenant or Tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all Tenants of the Shopping Center. Landlord may not waive any rule the waiver of which will result in the violation of Tenant's right to quiet enjoyment. 24. Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Shopping Center and for the preservation of good order therein. Tenant agrees to abide by all such Rules and Regulations herein above stated and any additional rules and regulations which are adopted and provided to Tenant in writing. 25. Tenant shall be responsible for the observance of all the foregoing Rules and Regulations by Tenant's employees, agents, clients, customers, invitees and guests. 26. Tenant shall cure any default or breach of these Rules and Regulations promptly upon notice from Landlord and upon demand shall pay to Landlord, as Additional Rental, Fifty Dollars ($50.00) for each day or portion thereof that Tenant fails to correct such default or breach within three (3) calendar days after notice for Landlord of the default or breach. If such default or breach is not cured within three (3) calendar days of delivery of notice to Tenant, provided, however in the case of a default which cannot with due diligence be cured within three (3) calendar days, Tenant may commence such cure promptly within such three (3) calendar day period and thereafter diligently prosecute such cure to completion, Landlord may, at its option, declare Tenant to be in default under the Lease and exercise all rights and remedies available to Landlord thereunder. These Rules and Regulations are in addition to and shall not be construed to in any way modify, alter or amend, in whole or in part, the terms, covenants, agreements and conditions of any lease of premises in the Shopping Center. 15 — COMMERCIAL LEASE 14435-011 300v6.doc Exhibit B Tenant's Sign Criteria Brookswood Meadow Plaza Tenant sign criteria for Brookswood Meadow Plaza. All signs proposed are to comply with current City of Bend sign code. Tenants must submit a copy of proposed signage to landlord for written approval. COMPLEX : BROOKSWOOD MEADOW PLAZA Brookswood Boulevard & Amber Meadow Bend, Oregon Tax Lot 18-11-13 DD 00200 LANDLORD: BROOKSWOOD MEADOW LLC 300 SW Columbia Suite 104 Bend, Oregon 97702 CITY STAFF CONTACT: KIM VOOS P.O. Box 431 Bend, Oregon 97709 GROUND SIGN: Eligible tenants, at landlord's option, will receive advertising space on monument sign. Tenant panel consists of (1) aluminum panel per side (2 sides) with vinyl decorations as per logo. Tenant panels are 8" in height & 48" in width. See illustration 1.1 for example. TENANT BUILDING SIGNS: With Landlord's approval, Tenant may place a sign on the door or a window of the leased premises. Entry Door Copy: Includes business name and hours. Format uses PSV (pressure sensitive vinyl). Said signage will count against allowed square footage. Windows: Copy on windows shall be PSV decals only and is subject to compliance with municipal code. Area of image on glass shall be counted as part of the total wall sign area allowed for a tenant, and, shall not exceed the limit set by municipal code, which is 15 percent of the glass area of the window in which the 16 — COMMERCIAL LEASE 14435-011 300v6.doc sign is displayed. Said signage will count against allowed square footage. Submittals: The landlord reserves the right to approve or deny each sign proposed by a tenant. The landlord will review the submittals in a timely manner and work with the tenant to promptly arrive at an acceptable design. It is the responsibility of each tenant to obtain a dated signature of approval by the landlord on each sign drawing prior to tenant submittal of permit applications to municipal authorities. Tenant or its representative shall obtain all permits for signs and their installation. It is the intent of these guidelines that landlord approval will be granted based on the following: Related Tenant Responsibilities: Tenant shall schedule production and installation of signs for completion within 45 calendar days after municipal approvals. Prompt sign maintenance is the responsibility of the tenant. Required repairs and needed maintenance must be completed within thirty (30) days following date of damage or following date of notice from the landlord. If the work is not performed timely, the landlord has the option to repair the sign at the tenant's expense. Modifications of any sign by Tenant after installation of the sign shall be subject to written landlord approval. Tenant is responsible for all sign expenses, including but not limited to the following: design fees, permits, fabrication, installation, ultimate removal, storefront patch and paint, and site &/or building damage repairs. The tenant will be fully responsible for the operation of his licensed sign contractor and will indemnify, defend and hold harmless the landlord and his agents from damages or liabilities resulting from his contractors' work. Tenant and/or tenant's sign contractor shall not, in course of sign installation or removal, damage any of the building exterior or structure. Tenant shall immediately remove all signs representing a discontinued service. 17 — COMMERCIAL LEASE 14435-011 300v6doc ] ] } stroom Calculation FINISH SCHEDULE ! \ i§( 9§/ | g - | | § |\ } | i ! § _ \/ § !) ( f \ | q |.. . .... . |g (! .q 0 z�