HomeMy WebLinkAboutCouncil Resolutions 1536 RESOLUTION NO. \'
A RESOLUTION APPROVING THE PROPOSED LEASE OPTION AGREEMENT
FOR THE PUBLIC WORKS CORPORATE PROPERTY AND
DIRECTING THE CITY MANAGER TO NEGOTIATE
AMENDMENTS THERETO
RECITALS:
A. The City has been exploring options to relocate the Public Works Corporation Yard—
from the current residential/downtown area to a more industrial area where
operations could be consolidated, warehousing/inventory increased, and long-term
growth requirements accommodated.
B. Jackson County has proposed a lease option agreement that would allow the City to
reserve a 6-acre parcel of real property located at Township 36, Range 2W 36D
Taxlot 102 on Bateman Drive as a potential lease site as the City completes its due
diligence (180 day period). If the City executes a long-term lease agreement, the
lease option payment in the amount of $6,000.00 would be credited toward the
total lease cost.
C. The Council finds that a lease would be in the public interest as it would allow the
City to finance the improvements to the property without an additional burden to
the tax/rate payer.
D. The City Attorney has reviewed the lease option and recommends potential
revisions that the Council finds would be beneficial to the City if it is able to
negotiate such revisions.
The City of Central Point resolves as follows:
Section 1. The proposed lease option is approved in substantially the form attached hereto as
Exhibit "A", with any modifications approved by the City Council, and the City Manager shall
have authority to execute same.
Section 2. The City Manager is authorized and directed to negotiate with the County for
revisions to the agreement with respect to the Option Term, the Lease terms and termination
provisions, and take all other steps necessary to effectuate the agreement.
Res. No. tS )(p ; May 24, 2018 Page 1
Passed by the Council and signed by me in authentication of its passage this aay of May,
2018.
i
Mayor Hank Williams
ATTEST:
City Recorder /
Res. No.lS-6,6 ; May 24, 2018 Page 2
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JACKSON COUNTY
REAL ESTATE LEASE OPTION
THIS REAL ESTATE LEASE OPTION is made between Jackson County, a political
subdivision of the State of Oregon, hereinafter referred to as "COUNTY" and City of
Central Point, hereinafter referred to as "PROSPECTIVE LESSEE."
SECTION I - CREATION OF OPTION:
Subsection 1.1 - CONSIDERATION
In consideration of the payment of $6,000 by PROSPECTIVE LESSEE to COUNTY,
COUNTY hereby grants to PROSPECTIVE LESSEE, subject to the terms and conditions
contained in this Jackson County Real Estate Lease Option ("Option"), to negotiate a lease
of the property shown on the proposed Exhibit "A" map attached hereto ("Property").
PROSPECTIVE LESSEE shall have the right to exercise this Option after providing an
acceptable development proposal as outlined in Section 2.1 below. PROSPECTIVE
LESSEE's $6,000-Option-money will be credited towards any lease negotiated and
entered into with COUNTY. This Option is not a lease of the property. COUNTY merely
agrees not to lease or transfer any interest in the property to any other person during the
term of this Option.
Subsection 1.2 -TERM
The expiration date of this Option is six (6) months from the date of execution of this
Option by COUNTY.
Subsection 1.3 - PROPOSED USE OF PREMISES
If PROSPECTIVE LESSEE exercises this Option, PROSPECTIVE LESSEE intends to
enter into a lease with COUNTY for the purpose of constructing and maintaining a public
works facility and maintenance building, including equipment storage and above-ground
fueling. PROSPECTIVE LESSEE will lease the Property consisting of at least six (6) acres
(Exhibit "A").
SECTION II - CONDITION PRECEDENT TO EXERCISE OF THIS OPTION:
Subsection 2.1 - CONDITIONS
As a condition precedent to exercise of this Option, PROSPECTIVE LESSEE shall present
a proposal and site plan for related facilities to COUNTY no later than thirty (30) days prior
to the expiration date of this Option. The proposal must be approved by COUNTY before
PROSPECTIVE LESSEE may exercise its option to enter into a lease for the described
premises. Should COUNTY not approve the proposal, COUNTY will submit in writing the
objection and PROSPECTIVE LESSEE may submit a revised proposal. All terms of the
lease to be negotiated under this Option must be acceptable to and approved by
COUNTY, through its Board of Commissioners, prior to execution of the lease.
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Subsection 2.2 - EXERCISING THIS OPTION
After providing an acceptable development proposal, PROSPECTIVE LESSEE may
exercise this Option to enter into a lease for the property at any time during the term of this
Option by notifying COUNTY in writing of its intent to do so. COUNTY and
PROSPECTIVE LESSEE will then attempt to negotiate a written lease agreement
containing terms including, but not limited to, those contained in SECTION IV below, and
as agreed upon between the parties. The length of the lease is subject to negotiation, but
the parties anticipate that the lease will be a long-term agreement.
Subsection 2.3 - EXPIRATION OF THIS OPTION
If PROSPECTIVE LESSEE fails to provide COUNTY with an acceptable proposal and site
plan for related facilities within the time limits outlined in Subsection 2.1, this Option will
expire immediately and the $6,000-Option-money shall be forfeited to COUNTY.
If substantial progress is being made by PROSPECTIVE LESSEE, an extension may be
granted.
SECTION III - TIME IS OF THE ESSENCE:
Time is of the essence.
SECTION IV - PROVISIONS OF PROPOSED LEASE:
The following items, among others, shall be addressed by PROSPECTIVE LESSEE in the
proposed lease:
A. The term of the lease;
B. Compensation to COUNTY;
C. Use of premises;
D. Payment of property taxes, if any, by PROSPECTIVE LESSEE;
E. Acquisition of all required local, state and federal permits by PROSPECTIVE LESSEE;
F. Payment for utilities by PROSPECTIVE LESSEE;
G. Title to all improvements;
H. Insurance and liability; and
I. Obligations for repairs and maintenance.
SECTION V - ADDITIONAL TERMS:
Subsection 5.1 - ASSIGNMENT AND SUBLEASE
PROSPECTIVE LESSEE shall neither assign, transfer, nor sublet this Option without
written approval of COUNTY, which will not be unreasonably withheld.
Subsection 5.2 - FORCE MAJEURE
If the performance by either of the parties of their respective obligations under this Option
(excluding monetary obligations) is delayed or prevented by any extraordinary acts of
nature (including floods, explosions, earthquakes), fires, epidemics, war, labor strikes,
riots, orders of or restraints by government authorities, or other extraordinary casualty
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which is not reasonably within the party's control and is not due to the fault or negligence
of that party ("Force Majeure"), then that party shall be excused from performance to the
extent that performance is prevented by any of the foregoing, without liability under this
Option. PROSPECTIVE LESSEE agrees, however, to proceed with all reasonable
dispatch to perform its obligations under this Option after the Force Majeure preventing
PROSPECTIVE LESSEE from carrying out its obligations under this Option cease to exist.
Subsection 5.3 — SUBORDINATION
This Option shall be subordinate to the provisions of any existing or future agreement
between the COUNTY and the United States, the execution of which has been or may be
required as a condition precedent to the expenditure of federal funds for the development
of the Rogue Valley International-Medford Airport. In the event that the COUNTY
determines that this Agreement or any provisions contained herein causes or may cause a
violation of any agreement between COUNTY and the United States, the COUNTY shall
have the unilateral right to terminate this Option to ensure the COUNTY'S compliance with
all such agreement(s) with the United States.
Subsection 5.4 - LITIGATION
If suit or action is instituted in connection with any controversy arising out of this Option,
the prevailing party shall be entitled to recover in addition to costs such sum as the court
may adjudge reasonable as attorney fees, at trial or upon appeal. For the purpose of this
Subsection, attorney fees may include the reasonable value of the services of in-house or
staff counsel.
Subsection 5.5 - INTEGRATION. MODIFICATION OR AMENDMENTS
This Option contains the entire agreement of the parties with respect to the Property and
supersedes all prior written and oral negotiations and agreements with respect to the
Property. Any modifications, changes, additions, or deletions to this Option must be
approved by the parties in writing.
Subsection 5.6 - GOVERNING LAW: INTERPRETATION
This Option shall be governed by the laws of Oregon. In the event a court of competent
jurisdiction holds any portion of this Option to be void or unenforceable as written,
PROSPECTIVE LESSEE and COUNTY intends that; 1) that portion of this Option be
enforced to the extent permitted by law, and 2) the balance of this Option remain in full
force and effect.
Subsection 5.7 - REFUND OF OPTION MONIES
The $6,000-Option-money shall be refunded to PROSPECTIVE LESSEE if the following
cannot be satisfactorily resolved:
• Obtaining permits from the City of Medford or any other permits or approvals
required by any governing agency after reasonable efforts to obtain permits and
approvals.
• Obtaining financing that meets the requirements of COUNTY, PROSPECTIVE
LESSEE, or any future partners of PROSPECTIVE LESSEE, including third party
financiers and systems owner(s), at least 90 days prior to the expiration date of this
option.
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IN WITNESS WHEREOF, the parties or their duly authorized representatives have
signed this Option the day and year written below.
PROSPECTIVE LESSEE: COUNTY:
(Signature) Danny Jordan, County Administrator
(Printed Name/Title) (Date)
Approved as to Legal Sufficiency:
(Date) Sr. Asst. County Counsel
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