HomeMy WebLinkAboutDoc 098 - Lease from Mosaic MedicalDeschutes 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 25, 2015
Please see directions for completing this document on the next page.
DATE: February 2,2015
FROM: James Lewis Property & Facilities 541-385-1414
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document 2015-098, a Lease between Deschutes County as
Lessor and MosaicMedical, as Lessee.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
MosaicMedical, an Oregon nonprofit organization, operates as a Federally-Qualified Health Center that
provides physical health services to predominantly uninsured or medically underserved populations in
Deschutes County. Deschutes County maintains an existing clinical facility at 1128 NW Harriman St.,
Bend, called the Deschutes County Downtown Clinic (DCDC) -the DCDC serves residents of Bend
and surrounding areas.
Some residents in the surrounding areas do not have adequate access to certain specialty physician care,
and both the County and MosaicMedical have a common interest in providing or arranging for such
care and treatment for these individuals. By entering into the Lease, MosiacMedical can make specialty
physician consultation, evaluation, examination, care and treatment available at the DCDC.
This lease is for rooms 112, 113, 120, 152, 153, 154 and 157, either in entirety or in part pursuant to the
terms of the lease, at 1130 NW Harriman Street, Bend. Because MosaicMedical is providing a service
to Deschutes County Health Services clients there is no monthly rent charge.
County policy authorizes leases to nonprofit organizations that serve the same client base as county
departments or programs. MosaicMedical meets that criterion.
FISCAL IMPLICATIONS:
None.
RECOMMENDATION & ACTION REOUESTED:
Staff recommends signature of Document 2015-098.
ATTENDANCE: James Lewis
DISTRIBUTION OF DOCUMENTS:
One original to James Lewis 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 directfy 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.)
Please complete all sections above the OffiCial Review line.
Date: 102/02/20151 Department: IProperty & Facilitie~
Contractor/Supplier/Consultant Name: MosaicMedical
Contractor Contact: Me an HaaselTina Bollman Phone #: 1541-323-42551
Type of Document: Lease
Goods and/or Services: N/A
Background & History: MosaicMedical, an Oregon nonprofit organization, operates as a
Federally-Qualified Health Center that provides physical health services to predominantly
uninsured or medically underserved populations in Deschutes County. Deschutes County
maintains an existing clinical facility at 1128 NW Harriman St., Bend, called the Deschutes
County Downtown Clinic (DCDC) -the DCDC serves residents of Bend and surrounding
areas.
Some residents in the surrounding areas do not have adequate access to certain specialty
phYSician care, and both the County and MosaicMedical have a common interest in
providing or arranging for such care and treatment for these individuals. By entering into
the Lease, MosiacMedical can make specialty physician consultation, evaluation,
examination, care and treatment available at the DCDC.
This lease is for rooms 112,1.13, 120, 152, 153, 154 and 157, either in entirety or in part
pursuant to the terms of the lease, at 1130 NW Harriman Street, Bend. Because
MosaicMedical is providing a service to Deschutes County Health Services clients there is
no monthly rent charge.
County policy authorizes leases to nonprofit organizations that serve the same client base
as county departments or programs. MosaicMedical meets that criterion.
Agreement Starting Date: P1/01/20151 Ending Date: 112/31/201~
Annual Value or Total Payment: INo Charg~
xx Insurance Certificate Received (check box)
Insurance Expiration Date: 1/2/2016
Check all that apply: o RFP, Solicitation or Bid Process o Informal quotes «$150K)o Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
2/1812015
Funding Source: (Included in current budget? 0 Yes 0 No
If No, has budget amendment been submitted? 0 Yes D No
Is this a Grant Agreement providing revenue to the County? 0 Yes rBJ No
Special conditions attached to this grant:
Deadlines for reporting to the grantor:
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: 0 Yes D No
Contact information for the person responsible for grant compliance: Name:
Phone#:
Departmental Contact and Title: pames Lewi~ Phone #: 385-1414
Department Director Approval: ihu~/L1..--
l Signature
~111/15
Date
Distribution of Document:
One original to James Lewis for the Lessee
Official Review:
County Signature Required (check one): 0 SOCC 0 Department Director (if <$25K)
Administrator (if >$25K but <$150K; if >$150K, SOCC Order No. _____)
Legal Review Date
Document Number 2015-098
2/18/2015
REVIEWED
LEGAL COUNSEL
LEASE
This Lease is made by and between DESCHUTES COUNTY, a political subdivision of the State
of Oregon ("lessor") and MOSA1CMEDICAl, an Oregon nonprofit organization, rLessee")
individually or together the ·Party" or 'Parties" respectively.
lessor hereby leases to lessee and lessee takes from lessor the ·Premises" described as
follows:
Rooms 112, 113, 120, 152, 153, 154 and 157, located at 1128 r.NV Harriman Street.
Bend, OR 97701. Lessee shall. contingent on availability, be entitled to use of common
areas, such as conference rooms. kitchen, and Work center, subject to the terms of the
Lease included herein.
The Parties agree that the terms of this Lease are as follows:
1. !rum. The effective date of this lease shaU be January 1. 2015, or the date on which
each Party has signed this Lease, whichever is'later, and shall continue until December
31. 2016, or twenty-four (24) months. Lessor and Lessee each reserve the right to
terminate this lease prior to Its expiration as specified in paragraph 21 included herein.
2. Rent. The Rent for the premises is zero dollars ($0.00 -no charge).
The rent payable by lessee has been established to reflect the savings below market
rent resulting from the exemption from taxation.
3, Use of Premises. The Premises shall be used by Lessee for the purpose of operating
Lessee's primary business, MosaicMedlcal, Deschutes County Downtown Clinic
(hereafter DCDC). This use includes:
a) Consultation, evaluation, examination care, physical health examinations and
treatment of lessee's patients (-Patient Visits").
b) Lessee agrees to schedule use of the meeting room(s) in advance with the lessor's
Front Desk Staff and at the Lessor's Front Desk Supervisor's or designee's
discretion, and to follow requirements set forth therefore by lessor.
Lessee, its principals or agents shall not use the Premises to operate a business other
than that specified in this Lease and shall not use the Premises address as the business
or mailing address for any other business than that specified in this Lease without
obtaining the lessor's written consent in advance,
No part of the DCDC premises shall be used at any time by lessee or any lessee staff
for the private practice of medicine outside the scope of any required license. The
conduct or implementation of Patient Visits is not intended nor should be interpreted to
be estabHshment of a MosaicMedical clinical practice or physician practice at the Deoc
DC 2015-098 Page 1 of 10
premises. Neither Party shaH advertise, market, or use other promotional efforts that
include any data, pictures. or other representations of the other Party. including any
object which the other Party considers a service mark. or trademark of that Party without
the prior written pennission of an authorized representative of the other Party.
Lessor and Lessee shall coordinate and schedule in advance Lessee's use of the
Premises In such a manner that reasonably enables Lessee to conduct Patient Visits.
accommodate patient needs, and use DCDC premises during reasonable business
hours. Reasonable business hours will Include tines that County services are also in
operation and will typically be between the hours of 7AM and 6PM Monday through
Friday. Lessee shaH be responsible for billing and collecting any fees for services related
to Patient VISits.
4. Parking. Lessee, its employees. and clientele shall have a nonexclUsive right to access
and Utilize vehicle parking spaces in lessOrs parking lots. Lessee's employees will be
required to adhere to the Lessor's Parking Policy and Regulations, which Lessor in its
sole discretion may amend from time to time.
5. Restrictions on Use. In connection with the use of the Premises. Lessee shall:
a) Conform to all applicable laws and regulations affecting the Premises and correct
at Lessee's own expense any failure of rompliance created through Lessee's fault or by
reason of Lessee's use of the Premises. Lessee shall not be required to make any
structural changes to affect such compliance, unless such changes are required
because of Lessee's specific use, and such changes are approved· in advance by
Lessor.
b) Refrain from any activity which would make it impossible to insure the DeDe
premises against casualty, would increase the insurance rates, or would prevent Lessor
from taking advantage of any ruling of the Oregon Insurance Rating Bureau or its
successor allowing Lessor to obtain reduced premium rates for Iong~tenn fire Insurance
poliCies, unless Lessee pays the additional costs of the insurance.
c) Refrain from any use which would be reasonably offensive to the Lessor, other
tenants. or owners or users of adjoining property or unoccupied portions of the real
property, or which would tend to create a nuisance or damage the reputation of the real
property.
d) Refrain from making any unlawful or offensive use of said property or to suffer or
permit any waste or strip thereof.
e) Exercise diligence in protecting from damage the real property and common area
of Lessor covered by and used in connection with this lease.
f) Be responsible for removing any liens placed on said property as a result of
lessee's use of leased premises.
g) Comply with Lessor's policies regarding smoking, parking.· fragrances, facilities
maintenance. facilities use and violence in the workplace. incorporated by reference
herein, copies of which are available on request from the Lessor.
DC201S-Q98 Page 2 of 10
6. Lessee's Obligations. The foltowing shall be the responsibility of the Lessee:
a) Lessee shall not be required to make structural repairs that would place the Premises
in a better condition than at the commencement of this lease. Lessee may place
fixtures. partitions, personal propertyi and the like in the Premises and may make
nonstructurallmprovements and alterations to' the Premises at its own expense. Lessee
may be required to remove such items at the end of the Lease term.
b) Any repairs necessitated by the negligence of Lessee, its· agents, employees or
invitees. ' " ,
c) Any repairs or alterations required under Lessee's obligation to comply with laws
and regulations as set forth in MRestrictions on Use" above.
d) To pay to County any applicable fees as specified herein for use during the term
and until possession of Lessee space is redelivered to Lessor.
e) To be responsible, to the extent provided under the Oregon Tort Claims Act,
ORS 30.260 to 30.300, and as limited by the Oregon Constitution, Article XI. Section 7.
for all losses, damage, liability or expense Incurred, suffered or claimed by any person
whomsoever by reason of Lessee's neglect or use of DCDC premises. or of anything
therein.
f) Not to strip or overload, damage or deface DCDC premises of the fixtures therein
or used therewith.
g) Except with respect to actiVities for which Lessor Is responsible, to pay as due all
claims for work done on and for services rendered or material furnished to the space and
to keep the space free from any liens. If Lessee fails to pay any suoh claims or to
discharge any lien, lessor may do so and collect the cost as additional fee. Any amount
so added shall bear interest at the rate of nine (9) percent per annum from the date
expended by Lessor and sha. be payable on demand. Such action or non-action by
county shall not constitute a waiver of any right or remedy which Lessor may have on
account of lessee's default.
h) To conform to all rules or regulations from time to time established by the
appropriate insurance rating organization and to aU reasonable rules or regulations from
time to time established by Lessor
i) To parfORn all other oblgations of Lessee, as agreed to under this Agreement
j) lessor is at all times responsible for DCDC premises, Lessors equipment and
Lessor's staff located at the DCOC premises, and Lessee shall be responsible for
Lessee's staff and equipment. Neither Lessor nor any personnel of Lessor will for any
purpose be considered employees or agents of Lessee. Neither Lessee or Lessee's
staff or personnel will for any purpose be considered employees or agents of Lessor.
Lessee shall not be liable to Lessor nor to any other perSons for any injury to or death of
persons or for loss or damage to property occurring in or on the DCDC premises from
any cause whatsoever except to the extent caused by negligence or intentional
mIsconduct of Lessee or Lessee's staff. Lessee shall be considered an independent
contractor as that term is defined by ORS 670.600.
DC 2015-098 Page 3 of 10
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k) Each Party is responsible for their own acts, omissions, and liabilities and
assumes full responsibility for the actions of such Party's employees, personnel, and
agents and is solely responsible for their supervision, direction and control, payment of
salary (including the withholding of income taxes, social security and other payroll taxes,
worker's compensation, insurance and disability benefits).
I) It is not a purpose of this Lease to induce the referral of patients. The Parties
acknowledge and agree that there is no requirement under this Lease or any other
agreement or arrangement between lessee and Lessor that -either Party refer any
patient to the other Party for products Or services. The Parties acknowledge and agree
that no payment under this lease is in retum for the referral of patients or for the
purchasing, leasing or ordering of any products or supplies. The terms and conditions of
this lease represent the result of arms-length negotiations between unaffiliated parties
and no terms or payments have been detennlned in a manner which takes into account
the volume or value or business generated or to be generated between the Parties. The
Parties acknowledge and agree that the relationship and arrangement between lessee
and Lessor does not involve the counseling or promotion of a business arrangement or
other activity that violates any federal, state or local law, Including but not limited to state
and federal anti-kickback laws and laws relating to physician self-referrals~ and the
activities to be perfonned under this Lease do not and will not exceed those that are
reasonably necessary to accomplish the commercially reasonable business purposes
and the legitimate educational/research purposes of this arrangement.
7. Maintenance and Repair of Premises.
a) Lessor shall perform all necessary maintenance and repairs to the structure,
foundation, exterior walls, roof, doors and windows, elevators, emergency lighting, and
Lessor-provided fire extinguishers, sidewalks, and parking area which are located on or
serve the Premises. Lessor shall maintain the premises in a' hazard free condition and
shall repair or replace, if necessary and at Lessor's sole expense, the heating, air
conditioning, plumbing, electrical, and lighting systems In 1he Premises, obtaining
required permits and inspections from Gode 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 lEJ$sor fail to maintain the Premises in accordance with above requirements,
and after at least fourteen (14) days prior written notification to Lessor, Lessee may
contract for necessary labor equipment and material to bring Premises within those
requirements and may invoice Lessor for reasonable and necessary costs associated
therewith.
c) Lessee shall take good care of the interior of the Premises and at the expiration of
the term surrender the Premises !n as good condition as at the commencement of this
Lease, excepting only reasonable wear, permitted alterations, and damage by fire or
other casualty.
d) AI improvements, fixtures and alterations performed on DCDC premises by Lessor
or Lessee shall become part of the DCOC premises when installed unless Lessors
wrttten consent specifically provides otherwise. Movable furniture, decorations, floor
coverings other than hard surface bonded or adhesively fixed flooring, fumishings and
OC2015-o98 Page 4 of 10
trade fixtures shall remain the property of Lessee if placed on the DCDC premises by
Lessee. If Lessor so etects, Lessee shall remove any and all fIXtures which would
otherwise remain the property of Lessor and shall repair at Lessee's cost any physical
damage resulting from the removal.
8. Utilities, Taxes and Services.
a) Lessor shall provide adequate heat. electricity. water, air conditioning, trash removal
service, sewage disposal service. and janitorial services for the Premises. Lessee shall
provide its own telephone and Internet service for the Premises.
b) Unless it is an exempt entity. Lessee agrees to pay property taxes and assessments
applicable to the Premises which are due and payable during the term of this Lease or
any extension hereof.
9. Uens.
a) Except with respect to activities for which the Lessor is responsible, the Lessee shall
pay as due all claims for work done on and for services rendered or material furnished to
the leased real property and shell keep the real property free from any liens. If Lessee
fails to pay any such claims or to discharge any lien, Lessor may do so and collect the
cost from Lessee. Any amount so expended shall bear interest at the rate of nine
percent (~%) per annum from the date expended by Lessor and shall be payable on
demand. Such action by lessor shall not Constitute a waiver of any right or remedy
which Lessor may have on account of Lessee's defauH.
b) Lessee may withhold payment of any claim In connection with a good faith dispute
over the obligation to pay, so long as lessor's property intarests are not jeopardized. If
a lien is filed as a result of nonpayment, lessee shan, within thirty (30) days after
knowledge of the filing. secure the discharge of the lien or deposit with lessor cash or a
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 a lien.
10. Insurance.
a) It Is expressly understood that Lessor shall not be responsible for carrying insurance
on any property owned by Lessee.
b) Lessee will be required to carry fire and casualty insurance on Lessee's personal
property on the Premises.
c) Lessor will carry fire and casualty insurance only on the structure where Premises are
located.
d) Lessee shall carry commercial general liability insurance. on an occurrence basis;
with a combined single limit of not less than $1.000,000 each occurrence, with an annual
aggregate limit of $2,000,000. Lessee shall provide Lessor with a certifiCate of
insurance, as well as an endorsement, naming Deschutes County, Its officers, agents.
and employees and volunteers as an additional insured. There shalt be no cancellation,
DC 2015--098 Page 5 of 10
I
I
I termination. material change, or reduction of limits of the insurance coverage during the
term of this lease.
e) Lessee shall provide to lessor proof of workers compensation insurance.
f) Indemnification: Lessor and Lessee shall each be responsible for the negligent and
wrongful acts of their officer, agents, employees and invitees. Lessor's liability exposure
is restricted by the Oregon State Constitution, ArtIcle XI, and Oregon Revised Statutes
30.260 through 30.300, the Oregon Tort Claims Act.
I
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
leased, and if repairs cannot reasonably be made within ninety (90) days, Lessee may
elect to cancel this Lease. Lessor shall in all cases promptly repair the damage or
ascertain whether repairs can be made within ninety (90) days, and shall promptly notify
lessee of the lime required to complete the necessary repairs or reconstruction. If
Lessor'S estimate for repair is greater than ninety (90) days, then Lessee, upon receMng
said estimate will have twenty (20) days after such notice in which to cancel this Lease.
Following damage. and including any peFiOO of repair, Lessee's rental obligation shall be
reduced to the extent the Premises cannot reasonably be used by Lessee.
I
12. Surrender of Leased Premises. Upon abandonment, termination, revocation or
cancellation of this Lease or the surrender of occupancy of any portion of or structure on
the leased premiSes, the Lessee shall surrender the real property or portion thereof to
Lessor in the same condition 8S the real property was on the date of possession. fair
j I wear and tear excepted, except, that nothing in this lease shall be -construed 8S to
relieve Lessee of Lessee's affirmative obligation to surrender said premises in a
condition which complies with alI'10cal, state or federal enVironmental laws, regulations
and orders appticable at the time of surrender that was caused by Lessee or occurred
during the term of this lease. Upon Lessor's written approval, Lessee may leave site
improvements authorized by any land use or building permit. Lessee's obligation to
observe and perform this covenant shall survive the expiration or the termination of the
lease.
I 13. Lessor's Right of Acce§s. County may, at any time and without notice during Lessee's
occupancy, enter either to view Lessee space or to show the same to others or to make
repairs to Lessee.
14. Nonwaiver. Waiver by either Party of strict performance of any provision of this Lease
I
t 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. In the event that any provision
of this Agreement is rendered Invalid or unenforceable by any law or regulation, or
declared null and void by any court of competent jurisdiction, that part shall be reformed,
if possible. to conform to law and if reformation is not possible, that part shall be deleted.
the remainder of the provisions of this lease shall. subject to this paragraph. remain in
full force and effect.
15. Default. Neither Party shall be in default under this Lease 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 cannot be performed within the thirty-day period,
DC 2015-098 Page 6 of 10
I
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 comptete
performance. In case of default. the non-defaulting Party may terminate this Lease 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
Lessee makes any such expenditures as the non..ctefaulting Party, those expenditures
may be applied to monthly rent payments(s).
16. Renewal Option. If this Lease 'is not then in default. Lessee shall have the option to
renew this Lease as follows;
a) The renewal term shall commence on the day following the date of termination
of the preceding term and shall be for a period agreed toby the Parties.
b) This option can only be exercised by written notice to Lessor given not less than
sixty (60) days prior to the expiration of the original term.
c) The terms and conditions of the Lease for each renewal term shall be the same
as the preceding term, except for the renewal option and fee for use which shall be
negotiated.
17. Miscellaneous.
a) Nonprofit Status. Lessee shall provide to Lessor proof of ils nonprofit status.
County shall be notified immediately by Lessee if Lessee's nonprofit status changes.
b) Mission. Lessee shall provide to Lessor a statement of its mission. Lessor shall
be notified Immediately by Lessee if Lessee's mission changes.
c) Condemnation. If all or a portion of DCOC premises is condemned or sold to a
purchaser with power of eminent domain In lieu of condemnation, Lessee shall have no
claim against Lessor as a result of the condemnation.
d) Interest on Fee for Use and Other Charges. Any fee for use or other payment
required of lessee by this Agreement shall. if not paid within ten (1 0) days after it is due,
bear interest at the maximum legal rate of nine (9) percent from the due date until paid.
e) Lessee and Lessor are Ile only Parties to this Lease and are the only Parties
entitled to enforce its terms. Nothing in this Lease gives, is intended to give. or shall be
construed to give or provide any benefit or right, directly or indirectty. to third persons
unless such third persons are individually identified by name herein and expressly
described as intended benefICiaries of the terms of this Lease.
18. 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:
DC 2015-098 Page 7 of 10
20
Lessor:
Lessee:
Deschutes County
Attn: Susan Ross
14 NW Kearney Avenue
Bend,On9gon 97701
Phone: 541-383-6713
susan.ross@deschutes.org
Mosaic Medical
Attn: Megan Haase
600 SW Columbia St, Suite 6000
Bend, Oregon 97702
Phone: 541-617-5385
megan.haase@mosaicmedical.org
Mail:
P.O. Box 6005
Bend, OR 97708-6005
19. Assignment. Lessee shall nofassign or sub-rent the premises without the prior written
consent of the Lessor. .
tJold Harmless. Each Party to this Lease shall be responsible for its own torts. County
shaH indemnify, save harmless and defend lessee, its officers, agents and employees
from and against any and all claims, lawsuits, or actions for damages, costs, losses,
attorney fees and expenses, arising from Lessor's torts, as the term 'ort" Is defined in
ORS 30.260(8), To the extent permitted by the Oregon Constitution, Article XI, Section
10. and to the extent permitted by the Oregon Tort Claims Act, ORS 30.260 to 30.300,
Lessee shall indemnify, save harmless and defend Lessor, its officers, agents and
employees from and against any and~all claims, lawsuits. or actions for damages, costs,
losses, attorney fees and expenses, ariSing from Lessee's torts, as the term -tort" is
defined in ORS 30.260(8),or those arising out of or related to any activity of Lessee on
the Premises or any condition of the Premises in the possesSion or under the control of
Lessee.
21. Termination. This agreement shall terminate as follows:
a) Immediately upon a reasonable determination by either Party. In consultation
with legal counsel, that one of more provisions of this Lease is illegal and such illegality
is not amenable to severability as provided for herein without defeating or compromising
the intent of the parties; or
b) Thirty (30) days after receipt by either Party of a written notice of material breach,
and such Party's failure to remedy such breach within such thirty (30) day period; or
c) Sixty (60) days after receipt by either Party of a written notice stating the other
Party's intent to terminate agreement; or
d) Upon mutual written agreement of the Parties.
22. Attorneys' Fees. In the event a suit or action of any kind is instituted on behalf of either
party to obtain performance under this Lease or to enforce any rights or obligations
arising from this Lease, each party will be responsible for paying its own attorney fees.
DC 2015-098 Page 8 of 10
23. Authority. The signatories to this Lease covenant that they possess the legal authority to
bind their respective principals to the terms, provisions and obligations contained within
this Lease.
24. Governing Law and Merger.
THIS LEASE SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF OREGON. ANY CLAIM. ACTION, OR SUIT
BETWEEN LESSOR AND LESSEE THAT ARISES OUT OF OR RELATES TO
PERFORMANCE OF THIS CONTRACT SHALL BE BROUGHT AND CONDUCTED
SOLELY AND EXCLUSIVELY WITHIN THE CIRCUIT COURT FOR DESCHUTES
COUNTY, OREGON. PROVIDED, HOWEVER, THAT IF ANY SUCH CLAIM, ACTION
OR SUIT MAY BE BROUGHT ONLY IN A FEDERAL FORUM, IT SHALL BE BROUGHT
AND CONDUCTED SOLELY AND EXCLUSIVELY WITHIN THE UNITED STA'rES
DISTRICT COURT OF OREGON. ENTITY, BY EXECUTION OF THIS CONTRACT,
HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS.
THIS LEASE CONSTITUTES THE ENTIRE LEASE BETWEEN THE PARTIES. NO
WAIVER, CONSENT. MODIFICATION OR CHANGE OF TERMS OF THIS LEASE
SHALL BIND EITHER PARTY UNLESS IN WRI11NG 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 LEASE. LESSOR, BY THE SIGNATURE BELOW OF ITS
AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT LESSOR
HAS READ THIS LEASE, UNDERSTANDS IT. AND AGREES TO BE BOUND BY ITS
TERMS AND CONDITIONS.
25. Entire Agreement. This Lease constitutes the entire agreement between the parties
concerning the subject matter hereof and supersedes any and all prior or contemporaneous
negotiations and/or agreements between the parties. whether written or oral, conceming the
subject matter of this Lease which are not fully expressed herein. This Lease may not be
modified or amended except by a writing signed by all parties to this lease.
DC 2015-098 Page 9 of 10
LESSOR:
Dated this ___day of __, ______, 2015
BOARD OF COUNTY COMMISSIONERS
OF DESCHUTES COUNTY, OREGON
ANTHONY DEBONE, CHAIR
ATIeST: ALAN UNGER, VICE-CHAIR
'Recording Secretary TAMMY BANEY. COMMISSIONER
LESSEE:
Dated this I ~ day of --f.l-~~J,...!..L.~t-l 2015
DC 2015-098 Page 100f 10