STATE OF OREGON
DEPARTMENT OF STATE LANDS
SUBMERGED AND SUBMERSIBLE LAND LEASE
-ML-Insert Number
APP#Insert number
The State of Oregon, by and through the Oregon State Land Board and the Department
of State Lands (”State”), hereby leases to the person(s) herein named (”Lessee”), the
following described lands on the terms and conditions stated herein (the “Lease”):
NAME of LESSEE:
ADDRESS:
Legal classification of Lessee is a Limited Liability Company,
Lands situated in Insert County County more fully described as follows:
Insert Legal
Total number of acres: Insert acres acres, more or less.
Hereinafter referred to as the “Leasehold”.
SECTION 1 – LEASE TERM; RENEWAL; TERMINATION
1.1 Term: This Lease will continue for a period of Insert years years commencing on
Insert start date, the month and date of which will be known as the “Lease
Anniversary Date,” and expiring on Insert end date, unless terminated earlier as
provided under Section 1.4 or Section 7.2 below.
1.2 Renewal: Lessee may apply to renew this Lease for successive 15 year terms
by submitting a completed lease renewal application form to State not less than
180 days prior to the expiration of the current term. Upon receipt of the
application, State shall renew this Lease unless:
1.2.1 State determines, in its sole discretion, that Lessee has not
complied with the terms of this Lease, the applicable statutes or Oregon
Administrative Rules; or
1.2.2 Lessee is no longer the preference right holder as provided in ORS
274.040(1) and defined in OAR 141-082-0020; or
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1.2.3 State determines that the renewal of this Lease for all or any
portion of the Leasehold would be contrary to local, state, or federal law, or
would be inconsistent with the policies set forth in OAR 141-082-0010.
1.3 Notice of Intent Not to Renew. Except as otherwise provided in this Lease, State
shall provide written notice to Lessee two years in advance if State intends not to
renew this Lease for all or any portion of the Leasehold. If State determines not
to renew this Lease, but less than two years remain in the Lease term, State
shall, at Lessee’s request, extend the term of this Lease to complete the two
year notice period, within which time Lessee shall vacate that portion of the
Leasehold upon which the Lease is not being renewed and relocate any
sublessees in an orderly fashion.
1.4 Termination Upon Mutual Consent: This Lease may be terminated by mutual
written consent of Lessee and State.
1.5 Holdover: If Lessee does not vacate the Leasehold at the expiration or upon
termination of the Lease, State may treat Lessee as a tenant from month to
month, subject to all of the provisions of this Lease except the provisions for
term, renewal, and Rent. State may unilaterally establish a new Rent for the
month-to-month tenancy, payable monthly in advance. If a month-to-month
tenancy results from holdover by Lessee under this Section, the tenancy will be
terminable at the end of any monthly rental period upon Notice from State given
not less than 30 days prior to the termination date specified in the Notice.
SECTION 2 – RENT; OTHER ASSESSMENTS
2.1 Initial Annual Rent: The rental payment to be paid by Lessee to State (the
“Rent”) for the first year of the Lease is $Dollar Amount (no cents), based on the
following Flat Rate. Receipt of the first year’s Rent is hereby acknowledged.
Use Class
Area (square ft.)
Rate Choice
Annual Rent
a)
Commercial Marina/Moorage
square feet
Flat Rate
$
b)
TOTAL
$
2.2 Annual Rent Adjustment: The Rent will be adjusted annually in accordance with
the provisions of OAR 141-082-0100 in effect at the time. Each payment is due
on the Lease Anniversary Date established in Section 1.1.
2.3 Address for Rent Payments: Until State provides notice of a change in address
(using a method described in Section 10.4), Lessee shall deliver all Rent
payments to the following address:
Department of State Lands
Unit 18
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PO Box 4395
Portland, OR 97208-4395
2.4 Assessments: Lessee shall pay all taxes or assessments, or both, that are
levied against the Leasehold, whether or not such taxes or assessments, or
both, have been levied in the past against the Leasehold or State by the
assessing agency.
2.5 Liens: With the exception of mortgages or other security interests authorized by
State under Section 6, Lessee shall immediately cause to be discharged any lien
or other charge placed on the Leasehold or its Improvements, arising directly or
indirectly out of Lessee’s actions. State may terminate this Lease if Lessee fails
to discharge any lien or charge or provide State with a sufficient bond covering
the full amount of the lien after ten days Notice to do so by State. Lessee shall
pay and indemnify State for all costs, damages or charges of whatsoever nature,
including attorney’s fees, necessary to discharge such liens or charges whether
the costs, damages or charges are incurred prior or subsequent to any
termination of this Lease.
2.6 Late Charges and Interest: Late payments by Lessee of Rent and other charges
due under the Lease will cause State to incur costs and other damages not
otherwise addressed in this Lease, the exact amount of which will be difficult to
ascertain, including costs associated with administrative processing and
accounting. In recognition of the foregoing, the parties agree that,
notwithstanding other remedies permitted under the Lease and in addition to
these remedies, if Lessee has not made full payment of amounts due within 20
days of the date payment is due, Lessee shall pay an additional charge equal to
five percent of the amount of the late Rent or other charge. In addition, all
amounts due and owing under this Lease, including late charges, will bear
interest at the lower of: (a) the highest interest rate allowable by law, or (b) 12%
per year.
SECTION 3 – USE AND RESTRICTIONS ON USE
3.1 Authorized Use: This Lease grants to Lessee the right to use the Leasehold for
the specific purpose(s) described below in accordance with the Lease terms and
conditions, applicable local (including local comprehensive land use planning
and zoning ordinances), state and federal laws and the applicable Oregon
Administrative Rules.
Fully Describe & list uses authorized
3.2 Restrictions on Use: Lessee shall:
3.2.1 comply with all applicable local, state and federal laws and
regulations affecting the Leasehold and its use, including local comprehensive
land use planning and zoning ordinances, and correct at Lessee’s own expense
any failure of compliance created through Lessee’s fault or by reason of
Lessee’s use;
3.2.2 dispose of all waste in a proper manner and not allow debris,
garbage or other refuse to accumulate within the Leasehold, and, if Lessee
allows debris, garbage or other refuse to accumulate within the Leasehold, allow
State to remove the debris, garbage and other refuse, and collect the cost of
such removal from Lessee;
3.2.3 not cut, destroy or remove, or permit to be cut, destroyed or
removed, any vegetation that may be upon the Leasehold except with written
permission of State, and promptly report to State the cutting or removal of
vegetation by other persons;
3.2.4 conduct all operations within the Leasehold in a manner which
conserves fish and wildlife habitat, protects water quality, and does not
contribute to soil erosion or the growth of noxious weeds;
3.2.5 maintain all buildings, docks, pilings, floats, gangways, similar
structures, or other improvements (each an “Improvement”) in a good state of
repair; and
3.2.6 not unreasonably interfere with the public’s trust rights of
commerce, navigation, fishing or recreation.
3.3 Condition of Leasehold and Improvements: Lessee represents that it has
inspected the Leasehold and Improvements, if any, and accepts the Leasehold
and all Improvements in their present condition, AS IS. State has made no oral
or written representations concerning the condition of the Leasehold or its
Improvements, if any, nor their fitness or suitability for any purpose.
3.4 Limitation on Improvements: Lessee may not construct or place upon the
Leasehold any Improvement that exceeds $15,000 in cost or value unless
Lessee has first obtained the prior written authorization of State or the
Improvement is exempt under OAR 141-082-0030(4). State shall not
unreasonably withhold or delay its approval for Improvements consistent with the
purposes of this Lease. All Improvements must be consistent with the
authorized use(s) of this Lease stated in Section 3.1 and in compliance with all
applicable laws, regulations, and ordinances as stated in Section 3.2.1.
3.5 Disposition of Unauthorized Improvements or Structures: Lessee shall remove
all unauthorized Improvements from the Leasehold upon receiving Notice from
State, unless State elects to remove the Improvements at Lessee’s cost and
expense.
3.6 Removal of Authorized Improvements: Lessee shall remove all authorized
Improvements within 90 days after the termination or expiration of the Lease or
modification of the Lease under Section 4.2, unless otherwise agreed by the
parties or the Improvement is exempt under OAR 141-082-0030(4). Lessee is
responsible for any damage done to the Leasehold as a result of the removal of
any Improvement. Any Improvement remaining on the Leasehold after the 90
days will at the option of State become the property of State, unless otherwise
agreed by the parties.
3.7 Liability: Lessee shall defend, indemnify and hold State harmless from and
against all claims, demands, actions, suits, judgment, losses, damages,
penalties, fines, costs, and expenses (including expert witness fees and costs
and attorney’s fees in an administrative proceeding, at trial, or on appeal) arising
from or attributable, in whole or in part, to the Lease or any operations conducted
or allowed by Lessee on the Leasehold. As used in this Section 3.7 only,
“State” means the State of Oregon and its boards, commissions, agencies,
officers, employees, contractors, and agents.
3.8 Waste Water Disposal: In addition to any other applicable laws and regulations,
Lessee shall obtain any permits required by state or local authorities and shall
comply with Oregon Department of Environmental Quality and Oregon State
Marine Board requirements for sewage collection and waste water disposal for
boats and floating structures.
3.9 Hazardous Substances:
3.9.1 Lessee shall not use, store, or dispose of, or allow the use,
storage, or disposal within the Leasehold of any material that may pose a threat
to human health or the environment, including without limitation, hazardous
substances, pesticides, herbicides, or petroleum products (a “Hazardous
Substance”) except in strict compliance with applicable laws, regulations and
manufacturer’s instructions, and Lessee shall take all necessary precautions to
protect human health and the environment and to prevent the release of any
Hazardous Substance on or from the Leasehold.
3.9.2 Lessee shall keep and maintain accurate and complete records of
the amount of all Hazardous Substances stored or used on the Leasehold, and
shall immediately notify State of any release or threatened release of any
Hazardous Substance on or from the Leasehold or otherwise attributable to
operations or activities on the Leasehold.
3.9.3 If any Hazardous Substance is released, and the release arises
from or is attributable, in whole or in part, to any operations conducted or allowed
by Lessee on the Leasehold, Lessee shall promptly and fully remediate the
release in accordance with state and federal regulations and requirements. If
Lessee fails to so remediate, State may remove and remediate any release of a
Hazardous Substance on or from the Leasehold or attributable to operations or
activities conducted or allowed by Lessee on the Leasehold and collect the cost
of removal or remediation from Lessee either as additional Rent or as damages.
3.9.4 In addition to any duty to indemnify specified elsewhere in this
Lease, Lessee shall indemnify State to the fullest extent allowed by Oregon law
against any claim or costs arising from or related to a release of a Hazardous
Substance arising from or attributable, in whole or in part, to any operations
conducted or allowed by Lessee on the Leasehold.
3.10 Weed Control: Lessee shall control plant pests and diseases and noxious
weeds, including aquatic weeds, within the Leasehold as directed by the local
county weed control district, the Oregon Department of Agriculture or any other
governmental authority which has authority for the prevention or control, or both,
of noxious weeds, plant pests or diseases, or as may be authorized or directed
by State.
SECTION 4 – MODIFICATION OF LEASEHOLD AREA OR USE
4.1 Change of Leasehold Area or Use: Lessee may request that State amend the
Lease to expand or reduce the size, or change the authorized use, of the
Leasehold using a form provided by State. However, no such amendment will
be effective unless authorized in writing by State. State shall process and review
requests to amend the Lease in the same manner as a new lease application.
4.2 Special Conditions Applicable to Reductions in Leasehold Area. This Lease may
be amended to reduce the Leasehold area only if the portion of the Leasehold to
be removed from the Lease does not contain any Improvement. If the
amendment results in a reduction of Rent due under the Lease, the reduction will
be effective commencing on the Lease Anniversary Date that falls at least 12
months after the later of: (a) the date of the reduction in the Leasehold area; or
(b) the date on which the amendment is fully executed.
4.3 Lessee Liable for Violations. Notwithstanding any reduction in the Leasehold
area under this section, Lessee shall remain liable for any violation of Section
3.8 or 3.9 occurring on lands removed from the Leasehold prior to the
amendment removing such lands.
SECTION 5 – RESERVATIONS
5.1 Access: State reserves a right of access to the Leasehold, which, subject to any
applicable provisions of the Oregon Residential Landlord and Tenant Act, ORS
chapter 90, the State may exercise at all reasonable times to inspect and
manage the State’s interest in the Leasehold and to evaluate and ensure
compliance with the terms and conditions of this Lease. State may examine
pertinent records of Lessee for the purpose of ensuring compliance with the
Lease.
5.2 Minerals: State reserves all rights to coal, oil, gas, geothermal resources and
other minerals, and all deposits of clay, stone, gravel and sand valuable for
building, mining, or commercial purposes including, without limitation, the right to
explore, mine, develop, produce and remove such minerals and other deposits,
along with the right of ingress and egress for these purposes, and to terminate
this Lease as to all or any portion of the Leasehold when required for these
purposes with 120 days prior written notice to Lessee or as otherwise provided
by law.
5.3 Easements: State reserves the right at any time to grant easements across the
Leasehold for tunnels, telephone and fiber optic cable lines, pipelines, power
lines, or other lawful purpose, along with the right of ingress and egress for these
purposes, subject to the inclusion in any such grant of easement of a
requirement that the easement holder take all reasonable precautions to ensure
that exercise of their easement rights does not unreasonably interfere with
Lessee’s use(s) authorized in the Lease.
5.4 Public Access and Recreational Use: All state-owned submerged and
submersible land must remain available and open to the public for commerce,
navigation, fishing and recreation unless restricted or closed by State to public
entry pursuant to the provisions of applicable Oregon Administrative Rules.
Lessee may request State, but State is not obligated, to close the Leasehold to
public entry or restrict recreational use by the public on all or portions of the
Leasehold to protect persons or property from harm arising from or in connection
with Lessee’s activities.
This reservation does not grant the public any right to use or occupy, without
Lessee’s permission, Lessee-owned property or structures authorized under this
Lease.
5.5 Other: State reserves all other rights not expressly granted to Lessee under this
Lease.
SECTION 6 – ASSIGNMENTS; SUBLEASES
6.1 Assignment and Sublease:
6.1.1 Except as provided in Section 6.2, Lessee may not assign this
Lease or sublease the Leasehold or any portion of the Leasehold nor enter into
any third party agreement respecting the Lease or the Leasehold without first
obtaining the prior written consent of State pursuant to the requirements of the
applicable Oregon Administrative Rules. Requests must be in writing using an
application form prescribed by State. The application must be received by State
at least 30 calendar days prior to the proposed effective date of the sublease or
assignment. State shall make a good faith effort to complete its review of
Lessee’s application within 30 days following receipt. If the application is
incomplete, or if State requests additional information concerning the proposed
assignment or sublease, the time period for reviewing applications may be
extended and the proposed sublease or assignment may be delayed pending
the completion of such review.
6.1.2 State reserves the right to condition its consent to an assignment or
sublease as State deems reasonably prudent, including the right to require
changes to the terms of this Lease. Each assignee, sublessee, and third party
interest will be required to comply with all of Lessee’s obligations under this
Lease, and the applicable Oregon Administrative Rules. Lessee will remain
liable for the performance of all obligations under this Lease unless State’s
written consent expressly releases Lessee from further liability.
6.1.3 For the purposes of this section, if Lessee is a corporation or
partnership or limited liability company, the transfer of any corporate stock or
partnership or membership interest (including by operation of law) will be
deemed an assignment subject to the provisions of this section if the result of the
transfer is a change of management control or controlling interest in Lessee.
6.1.4 Lessee may not grant a mortgage or security interest in this Lease
without prior written consent of State, which consent shall not be unreasonably
withheld. Any subsequent assignment by the creditor will require the prior written
approval of State.
6.2 Permitted Assignments and Subleases: Notwithstanding Section 6.1 of this
Lease, the following assignments, mortgages and security interests, and
subleases of Lessee’s interest in the Leasehold are permitted and written notice
to State is not required:
6.2.1 subleases of portions of Lessee’s interest in the Leasehold area in
the ordinary course of Lessee’s business for the purposes approved under
Section 3.1;
6.2.2 the sublease of the entire Leasehold for a term that is less than
one year for a purpose specified in Section 3.1; or
6.2.3 the transfer of Lessee’s interest in the Lease to a surviving spouse
or immediate family member following the death of Lessee; except that, any
other transfer of ownership following the death of Lessee is considered an
assignment requiring State’s approval.
SECTION 7 – DEFAULT
7.1 Default: The following are events of default:
7.1.1 Failure of Lessee to pay any rent, tax, reimbursement or other
charge or payment due under the Lease within 20 days after the date payment is
due. For the purposes of this subsection, if the due date for payment is not
otherwise stated in this Lease or otherwise defined in statute or administrative
rule, payment is due on the date set forth in the Notice from State to Lessee
informing Lessee of its obligation to pay the charge or payment.
7.1.2 Failure of Lessee to comply with any non-payment-related term or
condition or obligation of the Lease within 30 days after Notice by State
specifying the nature of the deficiency, or, in the event of an emergency, within
the time specified by State to resolve the emergency. Upon timely request from
Lessee, State may in its good faith discretion permit the deadline for curing non-
compliance to be extended if it finds that: (1) the default cannot reasonably be
cured within the 30 day period; (2) the interests of State will not be harmed by an
extension; (3) default was not due to the willful act or gross negligence of
Lessee; and (4) State and Lessee mutually agree upon a written plan and
timeline for curing the non-compliance.
7.1.3 Any of the following:
a) insolvency of Lessee;
b) the filing by Lessee of a voluntary petition in bankruptcy;
c) an adjudication that Lessee is bankrupt or the appointment of a
receiver of the properties of Lessee;
d) the filing of any involuntary petition of bankruptcy and failure of
Lessee to secure a dismissal of the petition within 30 days after
filing; or
e) attachment of or the levying of execution on the Leasehold interest
and failure of Lessee to secure discharge of the attachment or
release of the levy of execution within ten days.
If Lessee consists of two or more individuals or business entities, the events of
default specified in this paragraph apply to each individual or entity unless within
ten days after an event of default occurs the remaining individuals or entities
produce evidence satisfactory to State that they have unconditionally acquired
the interest of the one causing the default. If the Lease has been assigned
under Section 6 of this Lease, the events of default specified in this subsection
apply only with respect to the one then exercising the rights of Lessee under the
Lease.
7.1.4 Notwithstanding the above, if State in good faith believes that a
material default has occurred which may imperil State’s rights in the land or the
discharge of its Constitutional obligations with respect to the land, State may
declare an immediate default without any right of Lessee to cure the deficiency.
7.2 Termination of Occupancy Upon Default: State may terminate Lessee’s right to
occupy the Leasehold for any default by Lessee that remains uncured past the
time provided in Section 7.1. State shall exercise its right to terminate Lessee’s
occupancy under this section by providing Notice to Lessee of the default and of
State’s intent to terminate Lessee’s right of occupancy under the Lease upon the
date provided in the Notice. State may recover from Lessee all costs arising out
of State’s re-entry and, if State and Lessee mutually agree to terminate the
Lease as provided in Section 1.4, all costs of re-letting the Leasehold. If State
and Lessee mutually agree to terminate the Lease, State may recover the
amount of unpaid rent that otherwise would have been required to be paid under
the Lease from the date of default until a new Lease has been secured or, if
State and Lessee do not agree to terminate the Lease and State is unable to
secure another lessee for the Leasehold, until such time as the Lease expires.
Lessee shall dispose of all Improvements as specified in Section 3.6 of this
Lease. If Lessee owns a floating home and has placed the home on the
Leasehold pursuant to the provisions of Section 3.1 of this Lease, the lease
termination provisions of ORS chapter 90 will apply to the extent the provisions
of this Lease are inconsistent with this chapter.
7.3 State’s Right to Cure Defaults:
7.3.1 If Lessee fails to perform any obligation under this Lease, State
may perform the obligation of the Lease 30 days after providing Notice to
Lessee. All of State’s expenditures to carry out the obligation must be
reimbursed by Lessee on demand with interest at the rate of one percent per
month accrued from the date of expenditure by State.
7.3.2 Notwithstanding Section 7.3.1, but subject to ORS chapter 90 if
applicable, if any violation of a term or condition of this Lease, including without
limitation use of the Leasehold in a manner not permitted under the Lease, is
causing or threatens to cause personal injury or damage to the Leasehold or
other property, or if damage to the Leasehold arises from some other cause,
State may immediately enter upon the Leasehold and take such action as it
deems necessary to stop the use or mitigate the injury or damage. If the injury
or damage is due to a violation of the terms or conditions of this Lease, Lessee
will be liable for all costs incurred by State as a result of the violation and the
action taken by State to mitigate the injury or damage. State, at its option, may
send Notice to Lessee of the violation and, upon receipt of the Notice, Lessee
shall immediately cease the violation and repair the injury or correct all damage
caused by the violation. State’s failure to provide Notice of a violation may not
be deemed a waiver of the violation by State or authorization to Lessee to
continue or fail to correct the violation.
SECTION 8 – INSURANCE; BONDS
8.1 LESSEE shall maintain during the term of this License, the required insurance
coverages described in attached Exhibit B.
FormattedFormatted: Bullets and Numbering
8.1 8.2 Commercial General Liability: Lessee shall obtain at Lessee’s expense,
and keep in effect during the term of this Lease, comprehensive or commercial
general liability insurance covering bodily injury and property damage with an
insurance company acceptable to State. This insurance must include personal
injury coverage, contractual liability coverage for the indemnities provided under
this Lease and products/completed operations liability. Combined single limit per
occurrence may not be less than $. Annual aggregate limit may not be less than
$.
8.2 Marine Protection and Indemnity Coverage: Lessee shall obtain, at Lessee’s
expense, and keep in effect during the term of the Lease, Marine Protection and
Indemnity Coverage. Combined single limit per occurrence shall not be less
than $1,000,000.00.
8.3 Automobile Liability Insurance: Lessee shall obtain, at Lessee’s expense, and
keep in effect during the term of the Lease, Automobile Liability Insurance
covering all owned, non-owned, and hired vehicles. This coverage may be
written in combination with the Commercial General Liability Insurance.
Combined single limit per occurrence shall not be less than $[enter amount].
[Option for Auto Liability if Lessee is transporting any commodity that could
cause environmental damage, ranging from fuel oil to radioactive materials:
Automobile Liability Insurance: Lessee shall obtain, at Lessee’s expense, and
keep in effect during the term of the Lease Automobile Liability Insurance,
including MCS-90 endorsement, with a combined single limit of no less than
$1,000,000 or equal to the U.S. Department of Transportation requirements,
whichever is greater. The policy shall insure against bodily injury, property
damage, or environmental damage arising out of the use (including loading,
transporting and unloading) by or on behalf of Lessee, it agents and employees
of owned, non-owned or hired vehicles.
8.4 Pollution Liability: Lessee shall obtain at Lessee’s expense, and shall keep in
effect during the term of the Lease, Pollution Liability Insurance covering
Lessee’s liability for bodily injury, property damage and environmental damage
resulting from sudden accidental and gradual pollution and related cleanup costs
incurred by Lessee, all arising out of Lessee’s lease of the Leasehold.
Combined single limit per occurrence may not be less than Insert $ Amount
(NOTE: $1 million minimum). Annual aggregate limit may not be less than Insert
$ Amount (NOTE: $ 1 million minimum).
8.5 Workers’ Compensation Insurance: All employers, including Lessee, that employ
subject workers who perform work under this Lease in the State of Oregon must
comply with ORS 656.017 and provide the required Workers’ Compensation
coverage, unless such employers are exempt under ORS 656.126. Lessee shall
ensure that each of its sublessees (if permitted) complies with these
requirements.
8.6 Revisions/Amendments/New Requirements: The amounts and types of
insurance and the party responsible for procuring the insurance may be revised
or amended by State periodically at State’s sole discretion after State:
(a) consults with its insurance advisor;
(b) consults with Lessee;
(c) considers the commercial reasonableness of any requirements,
amendments or revisions; and
(d) considers State’s need for adequate insurance protection and State’s
fiduciary obligations.
Within 30 days after Notice from State to Lessee of State’s revision or
amendment of the insurance requirements, Lessee shall provide satisfactory
evidence to State that Lessee has obtained new insurance coverage the
conforms to the revised/amended insurance requirements. If mutually agreed in
writing, Lessee may have additional time to obtain such insurance.
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8.7 Named Insured Parties: The liability insurance coverages required for
performance of the Lease must include the State of Oregon, the Department of
State Lands and its Departments, sections, officers, agents and employees as
additional insureds but only with respect to Lessee’s activities to be performed
under this Lease.
8.8 Certificate(s) of Insurance: As evidence of the insurance coverages required by
this Lease, Lessee shall furnish certificate(s) of insurance to State prior to the
execution of this Lease, and not less often than annually thereafter and as
reasonably requested by State. The certificate(s) must specify all of the parties
who are additional insured (or loss payees). Insurance coverages required
under this Lease must be obtained from acceptable insurance companies or
entities reasonably acceptable to State. Lessee is financially responsible for all
deductibles, self-insured retentions and/or self-insurance included hereunder.
8.9 “Tail” Coverage: If any of the required liability insurance is on a “claims made”
basis, “tail” coverage will be required at the termination or expiration of this
Lease for a duration of 24 months, or the maximum time period reasonably
available in the marketplace. Lessee shall furnish certification of “tail” coverage
as described or continuous “claims made” liability coverage for 24 months
following termination or expiration of the Lease. Continuous “claims made”
coverage is acceptable in lieu of “tail” coverage, provided its retroactive date is
on or before the effective date of the Lease. If continuous “claims made”
coverage is used, Lessee shall keep the coverage in effect for not less than 24
months from the termination or expiration of the Lease.
8.10 Bond: State reserves the right to require Lessee to furnish to State a surety bond
or an equivalent cash deposit or certificate of deposit, in an amount to be
determined by State in the exercise of its reasonable discretion, which names
the State of Oregon as co-owner to ensure that Lessee will perform in
accordance with all terms and conditions of the Lease. NOTE: all bonds must
receive AG review and approval.
SECTION 9 – ADDITIONAL CONDITIONS AND STIPULATIONS
9.1 Insert additional conditions and stipulations (AG’s approval required) None.
SECTION 10 – MISCELLANEOUS
10.1 Entire agreement: This Lease, together with the attached exhibits and
attachments, constitutes the entire agreement between the parties. No waiver,
consent, modification or change of terms of this Lease will bind either party
unless in writing. Such waiver, consent, modification or change, if made, will be
effective only in the specific instance and for the specific purpose given, and will
be valid and binding only if it is signed by each party. There are no
understandings, agreements or representations, oral or written, not specified
herein regarding this Lease. This Lease supersedes all prior or existing lease or
rental agreements between the parties with respect to the Leasehold described
in this Lease.
10.2 No Partnership: State is not a partner nor in a joint venture with Lessee in
connection with any business carried on in connection with this Lease or the
Leasehold and has no obligation for Lessee’s debts or other liabilities.
10.3 Non-Waiver: Waiver by either party of strict performance of any provisions of
this Lease will not be a waiver nor prejudice the party’s right to require strict
performance of the same provision in the future or of any other provision.
10.4 Notices:
10.4.1 Any communication required by the terms of this Lease to be given
in writing (hereafter, a “Notice”) must be given or be served by:
a) depositing the same in the United States mail, postage prepaid;
registered or certified mail, with return receipt requested; or
b) personal delivery service with all charges billed to shipper; or
c) expedited delivery service with all charges billed to shipper; or
d) prepaid telegram, telex or facsimile;
addressed to the party for whom the Notice is intended at the address set forth
below or at such other address as the party may designate from time to time.
For Notices to Tenant:
NameNAME
AddressADDRESS
City, State ZipCITY STATE ZIP
For Notices to Landlord:
Department of State Lands
775 Summer Street, NE Suite 100
Salem, OR 97301-11279
10.4.2 Notice is deemed received:
a) upon receipt if sent by telegram, telex or facsimile or if personally
delivered (as long as delivery is confirmed by the receiving telex or
facsimile operator, including electronic confirmation of receipt, or by
the courier delivery service, as the case may be); or
b) three business days after the date of deposit in a post office or other
official depository under the care and custody of the United States
Postal Service, if sent by United States mail; or
c) on the date of delivery by any expedited delivery service, or
d) on the date any party declines to accept any Notice given as provided
in this section.
10.4.3 Each party shall have an address, for Notice purposes, that is
within the continental United States and, if any party resides outside the
continental United States, the party shall designate an agent for the purpose of
receiving Notices whose address is within the continental United States. Any
party may change its address for the purpose of receiving Notices by delivering a
Notice of the change of address to the other party as described in this section
7.3.
10.4.4 Communications between the parties that are not required by this
Lease to be in writing may be by any mutually acceptable method.
10.5 Governing Law; Venue: This Lease and all matters related to the rights and
responsibilities of the parties under it are governed by and subject to the laws of
the State of Oregon and the administrative rules of the Department of State
Lands and the State Land Board, as they may change from time to time. The
Oregon Administrative Rules contain terms and conditions which relate to the
rights and responsibilities of the parties under this Lease, and all such terms and
conditions (as they may change from time to time) are hereby incorporated by
reference and made a part of this Lease. Any claim, action, suit or proceeding
(collectively, a “Claim”) between State and Lessee that arises from or relates to
the Lease must be brought and conducted solely and exclusively within the
Circuit Court of Marion County for the State of Oregon; except that, if a Claim
must be brought in a federal forum, then unless otherwise prohibited by law it
must be brought and conducted solely and exclusively within the United States
District Court for the District of Oregon. However, in no way is this section or any
other provision of this Lease to be construed as a waiver by the State of Oregon
of any form of defense or immunity, whether it is sovereign immunity,
governmental immunity, immunity based on the Eleventh Amendment to the
Constitution of the United States, or otherwise, from any Claim or from the
jurisdiction of any court. Lessee, by execution of this Lease, hereby consents to
the personal jurisdiction of all such courts.
10.65 Binding on Successors: This Lease is binding on and will inure to the benefit of
the successors and assigns of the parties to it, but nothing in this section may be
construed as a consent by State to any disposition or transfer of the Lease or
any interest in it by Lessee except as otherwise expressly provided in this Lease.
10.76 Nondiscrimination: The Leasehold must be used in a manner, and for such
purposes, that assure fair and nondiscriminatory treatment of all persons without
respect to race, creed, color, religion, handicap, disability, age, gender, or
national origin.
10.87 Right To Sue More Than Once: State may sue periodically to recover damages
accrued to date and no action for damages will bar later actions for damages
subsequently accruing.
10.98 Remedies Cumulative: The remedies contained in this Lease are in addition to,
and do not exclude, any other remedy available at law or in equity, and the
exercise by either party of any one or more of its remedies does not preclude the
exercise by it at the same or different times of any other remedies for the same
default or breach by the other party.
10.109 Attorney Fees: If suit or action is instituted in connection with any
controversy arising out of or in connection with this Lease, the prevailing party is
entitled to recover all costs and disbursements incurred, including such sums as
the court may adjudge reasonable as attorney fees at trial and on any appeal of
the suit or action, and in any bankruptcy case or proceedings. State’s obligation
under this section is subject to the limitations of Article XI, section 7 of the
Oregon Constitution.
10.110 Exhibits: All Exhibits to which reference is made in this Lease are
incorporated in this Lease by the respective references to them, whether or not
they are actually attached. References to “this Lease” include matters
incorporated by reference.
10.121 Survival. Termination or expiration of the Lease will not extinguish or
prejudice State’s right to enforce the provisions of this Lease relating to
indemnification, access to records, governing law, venue and consent to
jurisdiction.
Lessee, by the signature below of its authorized representative, hereby acknowledges
that Lessee has read this Lease, understands it and agrees to be bound by its terms
and conditions.
STATE:
LESSEE:
The State of Oregon, acting by
Name
and through the Oregon State
Type of Entity
Land Board and the
Address
Department of State Lands
City State Zip
775 Summer ST NE, STE 100
Salem, OR 97301-1279
Authorized Signature
Signature/Title
(Note requirement below)
Date
Date
Note: If Lessee is a corporation,
partnership, limited liability company or
other form of business entity, signer
warrants that s/he has the authority to
sign the Lease on behalf of such entity by
resolution of its Board of Directors or
equivalent, or through delegation of
authority to the signer.
CHOOSE NOTARY BLOCK
FOR INDIVIDUAL LESSEE
STATE OF )
) ss
County of )
The foregoing instrument was acknowledged before me this _________ day of
______________, 20__, by ____________________, an individual.
______________________________
Signature
My commission expires________
FOR COMMERCIAL LESSEE
STATE OF )
) ss
County of )
The foregoing instrument was acknowledged before me this day of
, , by
(name of officer or agent of corporation)
the
of ,
(title of officer or agent)
(name of business entity)
a
(state or place of incorporation)
(corporation, general partnership, limited liability company, etc.)
on behalf of said .
(corporation, general partnership, limited liability company, etc.)
The foregoing instrument was acknowledged before me this _________ day of
______________, 20__, by ____________________(name of officer or agent of
corporation), the _________________________________ (title of officer or agent) of
________________________________________________ (name of business entity),
a ______________________ (state or place of incorporation)
______________________
_________________ (corporation, general partnership, limited liability company,
etc.)on behalf of said
___________________________________________(corporation, general partnership,
limited liability company, etc.).
______________________________
Signature
My commission expires________
CERTIFICATE OF COMPLIANCE WITH OREGON TAX LAWS
Use the following if the Lessee is an individual I, the undersigned, hereby certify under
penalty of perjury that to the best of my knowledge, I am not in violation of any Oregon
Tax Laws.
Use the following if the Lessee is a corporation, LLC or similar entity I, the undersigned,
hereby certify under penalty of perjury that I am authorized to act in behalf of the
Lessee, that I have authority and knowledge regarding the payment of taxes, and that
Lessee 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 those programs listed in
ORS 305.380(4) which is incorporated herein by this reference. Examples include the
state inheritance 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, the homeowners and renters property tax relief
program and local taxes administered by the Department of Revenue (Lane Transit
District Self-Employment Tax, Lane Transit District Employer Payroll Tax, Tri-County
Metropolitan Transit District of Oregon (“Tri-Met”) Employer Payroll Tax, and Tri-Met
Self-Employment Tax).
Signature:
Date:
Printed Name:
Title:
J:\Proprietary\Leases\Authorizations\New documents\Updated 10-19-2005.doc
Exhibit B
INSURANCE REQUIREMENTS
During the term of the Lease Lessee shall maintain in force at its own expense, each insurance noted
below:
(State must check boxes for #2, #3, #4, #5 and #6 to indicate whether insurance is required or
not.)
1. Required by State of lessee with one or more workers, as defined by ORS 656.027.
Workers’ Compensation. All employers, including Lessee, that employ subject workers, as
defined in ORS 656.027, shall comply with ORS 656.017 and shall provide workers’
compensation insurance coverage for those workers, unless they meet the requirement for an
exemption under ORS 656.126(2). Lessee shall require and ensure that each of its sublessees
(if permitted) complies with these requirements.
2. . Required by State . Not required by State.
Professional Liability coverage, insuring against claims for damages caused by error, omission
or negligent acts related to professional services to be provided under this Lease. Lessee shall
provide proof of insurance of not less than the following amounts:
. $______________ (State to enter amount)
or
. Amounts not less than the amounts listed in the following schedule:
Per occurrence limit for any single claimant:
From commencement of the Lease term to June 30, 2010: $1,500,000.
July 1, 2010 to June 30, 2011: $1,600,000.
July 1, 2011 to June 30, 2012: $1,700,000.
July 1, 2012 to June 30, 2013: $1,800,000.
July 1, 2013 to June 30, 2014: $1,900,000.
July 1, 2014 to June 30, 2015: $2,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to Oregon Laws 2009, chapter 67, section 3 (Senate Bill 311).
Per occurrence limit for multiple claimants:
From commencement of the Lease term to June 30, 2010: $3,000,000.
July 1, 2010 to June 30, 2011: $3,200,000.
July 1, 2011 to June 30, 2012: $3,400,000.
July 1, 2012 to June 30, 2013: $3,600,000.
July 1, 2013 to June 30, 2014: $3,800,000.
July 1, 2014 to June 30, 2015: $4,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to Oregon Laws 2009, chapter 67, section 3 (Senate Bill 311).
3. . Required by State . Not required by State.
Liability coverage, insuring against claims for bodily injury, death and property damage.
Coverage must include contractual liability coverage for the indemnity provided under this Lease.
Lessee shall provide proof of liability or commercial general liability insurance in not less than the
following amounts:
Formatted: Bullets and Numbering
Bodily Injury/Death:
. $______________ (State to enter amount)
or
. Amounts not less than the amounts listed in the following schedule:
Per occurrence limit for any single claimant:
From commencement of the Lease term to June 30, 2010: $1,500,000.
July 1, 2010 to June 30, 2011: $1,600,000.
July 1, 2011 to June 30, 2012: $1,700,000.
July 1, 2012 to June 30, 2013: $1,800,000.
July 1, 2013 to June 30, 2014: $1,900,000.
July 1, 2014 to June 30, 2015: $2,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to Oregon Laws 2009, chapter 67, section 3 (Senate Bill 311).
Per occurrence limit for multiple claimants:
From commencement of the Lease term to June 30, 2010: $3,000,000.
July 1, 2010 to June 30, 2011: $3,200,000.
July 1, 2011 to June 30, 2012: $3,400,000.
July 1, 2012 to June 30, 2013: $3,600,000.
July 1, 2013 to June 30, 2014: $3,800,000.
July 1, 2014 to June 30, 2015: $4,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to Oregon Laws 2009, chapter 67, section 3 (Senate Bill 311).
Property Damage:
. $______________ (State to enter amount)
or
. Amounts not less than the amounts listed in the following schedule:
Per occurrence limit for any single claimant:
From commencement of the Contract term to June 30, 2011: $100,100.
From July 1, 2010, and every year thereafter the adjusted limitation as determined by the
State Court Administrator pursuant to Oregon Laws 2009, chapter 67, section 5 (Senate Bill
311).
Per occurrence limit for multiple claimants:
From commencement of the Contract term to June 30, 2011: $500,600.
From July 1, 2010, and every year thereafter the adjusted limitation as determined by the
State Court Administrator pursuant to Oregon Laws 2009, chapter 67, section 5 (Senate Bill
311).
4. . Required by State . Not required by State.
Automobile Liability coverage, insuring against claims for bodily injury and property damage,
including coverage for owned, hired or non-owned vehicles, as applicable. Lessee shall provide
proof of insurance of not less than the following amounts:
Formatted: Bullets and NumberingFormatted: Bullets and Numbering
Bodily Injury/Death:
. $______________ combined single limit per occurrence (State to enter amount)
. $______________ aggregate limit for all claims per occurrence (State to enter amount)
or
. Amounts not less than the amounts listed in the following schedule:
Per occurrence limit for any single claimant:
From commencement of the Lease term to June 30, 2010: $1,500,000.
July 1, 2010 to June 30, 2011: $1,600,000.
July 1, 2011 to June 30, 2012: $1,700,000.
July 1, 2012 to June 30, 2013: $1,800,000.
July 1, 2013 to June 30, 2014: $1,900,000.
July 1, 2014 to June 30, 2015: $2,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to Oregon Laws 2009, chapter 67, section 3 (Senate Bill 311).
Per occurrence limit for multiple claimants:
From commencement of the Lease term to June 30, 2010: $3,000,000.
July 1, 2010 to June 30, 2011: $3,200,000.
July 1, 2011 to June 30, 2012: $3,400,000.
July 1, 2012 to June 30, 2013: $3,600,000.
July 1, 2013 to June 30, 2014: $3,800,000.
July 1, 2014 to June 30, 2015: $4,000,000.
July 1, 2015 and thereafter the adjusted limitation as determined by the State Court
Administrator pursuant to Oregon Laws 2009, chapter 67, section 3 (Senate Bill 311).
Property Damage:
. $______________ (State to enter amount)
or
. Amounts not less than the amounts listed in the following schedule:
Per occurrence limit for any single claimant:
From commencement of the Contract term to June 30, 2011: $100,100.
From July 1, 2010, and every year thereafter the adjusted limitation as determined by the
State Court Administrator pursuant to Oregon Laws 2009, chapter 67, section 5 (Senate
Bill 311).
Per occurrence limit for multiple claimants:
From commencement of the Contract term to June 30, 2011: $500,600.
From July 1, 2010, and every year thereafter the adjusted limitation as determined by the
State Court Administrator pursuant to Oregon Laws 2009, chapter 67, section 5 (Senate
Bill 311).
5. . Required by State . Not required by State.
Marine Protection and Indemnity Coverage. Lessee shall obtain, at Lessee’s expense, and keep in
effect during the term of the Lease, marine protection and indemnity coverage. Combined single limit
per occurrence shall not be less than $__________. (State to enter amount)
6. . Required by State . Not required by State.
Pollution Liability: Lessee shall obtain at Lessee’s expense, and shall keep in effect during the term
of the Lease, pollution liability insurance covering Lessee’s liability for bodily injury, property damage
and environmental damage resulting from sudden accidental and gradual pollution and related
cleanup costs incurred by Lessee, all arising out of Lessee’s lease of the Leasehold. Combined
single limit per occurrence may not be less than $1,600,000. Annual aggregate limit may not be less
than $3,200.000.
7. “Tail” Coverage. If any of the required liability insurance is on a “claims made” basis, Lessee shall
maintain either “tail” coverage or continuous “claims made” liability coverage, provided the effective
date of the continuous “claims made” coverage is on or before the effective date of this Lease, for a
minimum of 24 months following the termination or expiration of the Lease.
Formatted: Bullets and NumberingFormatted: Bullets and NumberingFormatted
8. Notice of Cancellation or Change. There shall be no cancellation, material change, reduction of
limits or intent not to renew the insurance coverage(s) without 30 days prior written notice from the
Lessee or its insurer(s) to State.
9. Certificates of Insurance. As evidence of the insurance coverages required by this Lease, the Lessee
shall furnish acceptable insurance certificates to State prior to commencing any work to be performed
under the Lease. The certificate must specify all of the parties who are additional insureds. If requested,
complete copies of insurance policies, trust agreements, etc. shall be provided to State. Lessee shall
pay for all deductibles, self-insured retention and self-insurance.
10. Additional Insured. The commercial general liability and automobile liability insurance coverages
required under this Lease must include the State of Oregon, and its agencies, departments, divisions,
commissions, branches, officers, employees, and agents as additional insureds but only with respect to
Lessee’s activities to be performed under this Lease. Coverage shall be primary and non-contributory
with any other insurance and self-insurance.