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STATE OF OREGON TEMPORARY EMERGENCY LEASE AGREEMENT THIS TEMPORARY EMERGENCY LEASE (“Lease”), dated _______________, is made by and _________________________ ("Landlord") and THE STATE OF OREGON acting by and through its ____________________________ ("Tenant"). Contact persons for the parties, changeable with notice to the other party, are as follows: Parties: LANDLORD: Name: ____________________________________________________ Address: ___________________________________________________ City, State, zip code: _________________________________________ ATTN: ____________________________________________________ Phone number, FAX number: __________________________________ Cell Phone: ____________________Email: ______________________ TENANT: Agency Name: ______________________________________________ Address: ___________________________________________________ City, State, zip code: _________________________________________ ATTN: Agency contact name or successor: _______________________ Phone number, FAX number: __________________________________ Cell Phone: _____________________Email: ______________________ Landlord leases to Tenant and Tenant takes from Landlord the premises together with any appurtenances, described as follows: Premises: Square Feet: _________________ Suite No. /Floor: _________________________ Address: _____________________________________________________________ City: _______________________________ County: _______________Zip________ (“Premises”) The terms of this Lease are as follows: 1. Term. The original term of this Lease begins DATE________________, and continues through DATE___________________. 2. Rent. Tenant shall pay Rent in arrears by the 10th day of each month for the preceding month or partial month. The Rent for any partial month must be prorated on a per diem basis. The Monthly Rent is $___________________per month; $___________ per day (divide Monthly Rent by 30 days). The Rent for a partial month is as follows: $_____________ from DATE ________________ to DATE __________________. The first full month of rent will begin DATE________________. The Rent includes the following: Check one below: Charges paid by Landlord (in paragraph 5): ___ includes utilities and taxes; ___ includes utilities but not taxes, and Tenant shall reimburse Landlord for Tenant’s pro rata share of property taxes paid by Landlord on the Premises; Charges paid by Tenant (in paragraph 5): ___ includes taxes but not utilities, and Tenant shall reimburse Landlord for Tenant’s pro rata share of utilities paid by Landlord (per Section 5); ___ includes taxes but not utilities, and Tenant shall pay directly for all utilities used by Tenant at the Premises (see Section 5); ___ does not include utilities or taxes, and Tenant shall reimburse Landlord for Tenant’s pro rata share of utilities paid by Landlord on the Premises (per Section 5) and for Tenant’s pro rata share of property taxes paid by Landlord on the Premises; ___ does not include utilities or taxes, and Tenant shall pay directly for all utilities used by Tenant at the Premises (per Section 5), and shall reimburse Landlord for the property taxes paid by Landlord for the Premises. 3. Use of Premises. Tenant may use the Premises for business offices, storage, and other lawful purposes including but not limited to functions related to the conduct of its business as a state agency. 4. Maintenance and Repair of Premises. Landlord shall perform at Landlord’s sole cost and expense all necessary maintenance and repairs of the Premises and the exterior of the Premises building. 5. Services and Utilities. (a) Landlord will cause the utilities and services listed below to be furnished to the Premises, with charges paid as indicated: Monthly Charges Paid By: Place an X under the responsible party Utility and Services Landlord / Tenant Water Sewer Electricity Gas Trash Removal Janitorial Service Janitorial Supplies (including recycling charges) Window Washing Snow and Ice Removal Building Security (If required) 6. Landlord's Liability Insurance. (a) Landlord shall obtain from an insurance company authorized to do business in the State of Oregon and shall keep in effect during the term of this Lease, a Comprehensive General Liability policy or a Commercial General Liability policy for the Premises, covering bodily injury and property damage. Insurance coverage must include contractual liability coverage for the indemnity provided under this Lease. Coverage limits must not be less than $1,000,000 combined single limit per occurrence. If the terms and conditions of Landlord’s insurance coverage change during the term of this Lease, Tenant reserves the right to require that Landlord replace any coverage omitted or deleted by the change. There must be no cancellation, material change, potential exhaustion of aggregate limits or intent not to renew insurance coverage(s) without thirty (30) days' prior written notice to Tenant from Landlord. (b) Landlord shall indemnify, defend and hold the Tenant as named in this Lease, including its officers, divisions, agents and employees, harmless from all claims, suits, or actions of any nature resulting from the acts or omissions of the Landlord, its officers, contractors, employees or agents under this Lease. 7. Tenant’s Liability Coverage. Tenant is responsible for any damage or third party liability which may arise from its occupancy and use of the Premises, 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, to the extent of liability arising out of the negligence of the State. The State is not required to indemnify or defend Landlord for any liability arising out of the wrongful acts of employees or agents of the Landlord. 8. Statement of Self-Insurance. The State of Oregon is self-insured for its property and liability exposures, as subject to the Oregon Tort Claims Act, ORS 30.260 through 30.300. A Certificate of Self-Insurance will be provided, upon request of the Landlord. 9. Waiver of Subrogation. Neither Landlord nor Tenant is liable to the other for any loss arising out of damage to or destruction of the Premises or its contents, when the loss is caused by any of the perils which are or could be included within or insured against by a standard form of fire insurance with extended coverage, including sprinkler leakage insurance, if any. All such claims against one another for any loss, however caused, are waived. Absence of liability exists whether or not the damage or destruction is caused by the negligence of either Landlord or Tenant or by any of its respective agents, servants or employees. Each party shall fully provide its own property damage insurance protection at its own expense, and each party shall look to its respective insurance carriers for reimbursement of any such loss, and further, the insurance carriers involved are not entitled to subrogation under any circumstance. 10. Casualty Damage. If the Premises or its improvements are damaged or destroyed by fire or other casualty to such a degree that the Premises are unsuitable for the purpose leased, and if repairs cannot reasonably be made within ninety (90) days, Tenant may elect to terminate this Lease. Landlord shall in all cases promptly repair the damage or ascertain whether repairs can be made within ninety (90) days, and shall promptly notify Tenant of the time required to complete the necessary repairs or reconstruction. If Landlord's estimate for repair is greater than 90 days, then Tenant, upon receiving said estimate will have twenty (20) days to determine if it wishes to terminate this Lease. Following damage, and including any period of repair, Tenant's rental obligation will be reduced to the extent the Premises cannot reasonably be used by Tenant. 11. Funding. Rent and other charges to Tenant under this Lease are to be paid only from funds derived by legislative appropriation or budget limitation. This Lease is made by Tenant in its official capacity as a state agency and not by its officers as individuals. 12. Non-appropriation . (a) If sufficient funds have not been provided in the legislatively approved budget of Tenant, ____________________, to permit Tenant in the exercise of its reasonable administrative discretion to continue this Lease, Tenant may terminate this Lease without further liability to Landlord with not less than on hundred twenty (120) days prior written notice to Landlord. During this termination notice period, Tenant may negotiate with Landlord for continued occupancy in a portion of the Premises at a reduced rent. If that is not feasible on mutually acceptable terms, then the Lease will terminate as notified. In determining the availability of funds to Tenant, Tenant will use the budget approved by the Oregon State Legislature or acts of the Legislative Emergency Board. (b) If by a specific legislative act, Tenant is abolished or its functions absorbed into other state agency or agencies, Tenant may terminate this Lease without further liability to Landlord with not less than one hundred twenty (120) days prior written notice to Landlord. (c) If any of the foregoing occurs with respect to an agency/division occupying only a portion of the Premises, Tenant may terminate as to that portion of the Premises. 13. Default. Neither party will be in default under this Lease until written notice of the unperformed obligation has been given and that obligation remains unperformed after notice for 15 days in the case of a payment or for thirty (30) days in the case of other obligations. If the obligation cannot be performed within the thirty (30) day period, there will be no default if the responsible party commences a good faith effort to perform the obligation within such period and continues diligently to complete the performance. In case of a default the nondefaulting party may terminate this Lease with thirty (30) days prior written notice to the defaulting party, and it may recover damages or any other remedy provided by applicable law, or it may elect to perform the defaulting party's obligation and recover from the defaulting party the costs plus interest at the rate of eight percent per annum for judgment. If Tenant makes such expenditures as the nondefaulting party, those expenditures plus reasonable administrative costs must be deducted from the Rent. 14. Notices. Notices between the parties must be in writing, effective when personally delivered to the address specified under "Parties" on Page 1, or if mailed, effective 48 hours following mailing to the address for such party specified herein or such other address as either party may specify by notice to the other. 15. Holdover. With 30 days prior written notice to Landlord, Tenant may hold over this Lease for a period not to exceed two months after the end of the lease term without obtaining prior consent of Landlord. If Tenant holds over the lease term, a tenancy from month to month will be created at the same rental rate as the immediately preceding month's, and the holdover may not be construed as an exercise of any renewal option. Tenant holding over the Lease longer than the first two months is subject to Landlord's consent. 16. Termination. At any time during the lease term under this Lease, Tenant may terminate this Lease without further obligations or liability to Landlord, with not less than ______days prior notice to Landlord. 17. Brokerage. Landlord shall pay any commission due resulting from this transaction and hold Tenant harmless from any claim for commission by any broker. 18. Subordination/Attornment Agreement. Tenant will respond to Landlord's reasonable request for subordination or attornment agreement, provided the document clearly states that any successor in interest to Landlord under this Lease must assume and perform all the responsibilities and obligations of Landlord under this Lease. The document must not contain any provision requesting Tenant to save, hold harmless or indemnify Landlord, a lender or any other third party. 19. COMPLIANCE WITH APPLICABLE LAW: (1). Certificate of Compliance with Oregon Tax Laws. Check only one paragraph (a) below: (a) I, the undersigned, hereby certify under penalty of perjury that I am, to the best of my knowledge, not in violation of any Oregon tax laws. (a) I, the undersigned, hereby certify under penalty of perjury that I am authorized to act in behalf of Landlord, named herein, that I have authority and knowledge regarding the payment of taxes, and that Landlord is, to the best of my knowledge, not in violation of any Oregon tax laws. (b) For the purposes of this certificate, "Oregon tax laws" means the state inheritance tax, gift tax, personal income tax, withholding tax, corporation income and excise taxes, amusement device tax, timber taxes, cigarette tax, other tobacco tax, 9-1-1 emergency communications tax, Elderly Rental Assistance Program and local taxes administered by the Department of Revenue (Lane Transit District Tax, Tri-Metropolitan Transit District Employer Payroll Tax, and Tri-Metropolitan Transit District Self-Employment Tax). (c) On or about the anniversary date of this Lease each year hereafter during the term of this Lease, including any extensions, Landlord shall execute a "Certificate of Compliance with Oregon Tax Laws." Such a form is attached to this Lease for the Landlord’s use. Landlord may make copies of this form as needed. (2). Property Taxes. Landlord certifies that Landlord is not currently delinquent on any applicable property taxes levied on the Premises and that Landlord will during the term of this Lease pay all such taxes before the taxes become delinquent by law, or by May 15th of each year, whichever comes sooner. Notwithstanding any other provisions of this Lease, if Landlord is found delinquent on property taxes, Tenant may at its sole option either terminate this Lease with thirty (30) days prior written notice to Landlord or pay the delinquent property taxes together with any interest or penalties and deduct the amount from the rent due Landlord with interest at one percent per month. 20. NO PRESUMPTION AGAINST DRAFTER. This Lease has been freely negotiated by both parties. In any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease or any of its terms or conditions, there is to be no inference, presumption, or conclusion drawn whatsoever against either party by virtue of that party having drafted this Lease or any portion of it. 21. MERGER. THIS LEASE CONSTITUTES THE ENTIRE LEASE BETWEEN THE PARTIES. NO WAIVER, CONSENT, MODIFICATION OR CHANGE OF TERMS OF THIS LEASE WILL BIND EITHER PARTY UNLESS IN WRITING AND SIGNED BY BOTH PARTIES. SUCH WAIVER, CONSENT, MODIFICATION OR CHANGE, IF MADE, WILL 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. LANDLORD, BY THE SIGNATURE BELOW OF ITS AUTHORIZED REPRESENTATIVE, HEREBY ACKNOWLEDGES THAT LANDLORD HAS READ THIS LEASE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. Landlord shall comply with all federal, state, and local laws, regulations, executive orders and ordinances applicable to this Lease which are incorporated by reference. This Lease will not become effective and will not be binding upon the State of Oregon or any of its agencies until it has been executed, in the signature spaces provided below, by all parties to this Lease, including those whose approval is required. LANDLORD: _________________________________________________ By ______________________________________________ Tax ID Number ____________________________________ TENANT: STATE OF OREGON acting by and through its _________________________________________________ By ______________________________________________ APPROVAL: STATE OF OREGON acting by and through its Department of Administrative Services By Facilities Division Date TO: Leasing Manager, Real Property Services Facilities Division Department of Administrative Services 1225 Ferry Street SE U100 Salem, Oregon 97301-4281 RE: Tenant: [insert agency] Premises: [insert Premises Address] Pursuant to the Lease provisions on "CERTIFICATE OF COMPLIANCE WITH OREGON TAX LAWS" and as required by the Oregon Department of Revenue's Administrative Rule, OAR 150-305.385(6)-(B), the following Certificate is submitted on the annual basis on or about the anniversary date of this Lease. This Certificate is for the lease year beginning ______________________ , 20 to 20 . CERTIFICATE OF COMPLIANCE WITH OREGON TAX LAWS I, the undersigned, hereby certify under penalty of perjury: (Check one) that I am, to the best of my knowledge, not in violation of any Oregon tax laws. that I am authorized to act in behalf of the Landlord, as named below, that I have authority and knowledge regarding the payment of taxes, and that Landlord is, to the best of my knowledge, not in violation of any Oregon tax laws. For the purposes of this certificate, "Oregon tax laws" means the state inheritance tax, gift tax, personal income tax, withholding tax, corporation income and excise taxes, amusement device tax, timber taxes, cigarette tax, other tobacco tax, 9-1-1 emergency communications tax, Elderly Rental Assistance Program and local taxes administered by the Department of Revenue (Lane Transit District Tax, Tri-Metropolitan Transit District Employer Payroll Tax, and Tri-Metropolitan Transit District Self-Employment Tax). Landlord: Signature: Printed Name: Title: Date:
"STATE OF OREGON TEMPORARY EMERGENCY LEASE AGREEMENT THIS TEMPORARY "