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IN THE CIRCUIT COURT FOR THE STATE OF OREGON
IN AND FOR THE COUNTY OF MUl TNOMAH
10 HOllADAY INVESTORS, INC. dba THE
11 AMBRIDGE EVENT CENTER, an Oregon corporation and former employee and tenant
12 of the Holy Rosary Church of Portland, Oregon, Inc.
13
14
15 v.
Plaintiff,
HOLY ROSARY CHURCH, OF 16 PORTLAND, OREGON, INC., a 501(c)3 tax-17 exempt non profit
Defendant.
NO.
COMPLAINT
(Breach of the Covenant of Good Faith and Fair Dealing, Violation of ORS 649A.421, Violation of ORS 649A.030)
Prayer Amount: $2,375,000
Fee: ORS 21.160(1)(d)
Not Subject to Mandatory Arbitration
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Plaintiff Holladay Investors, Inc. doing business as The Ambridge Event Center
("Ambridge") alleges as follows:
THE PARTIES
1. 23
24 Plaintiff Ambridge was, for all relevant times, an Oregon corporation doing business and
duly authorized and operating under the laws of the state of Oregon. 25
COMPLAINT - 1 10663-0002 513052.doc
PREG O'DONNELL & GILLETT PLLC
222 s.w. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
5/22/2018 5:12 PM18CV20835
1 2.
2 Defendant Holy Rosary Church, Inc. of Portland, Oregon was, at all relevant times, an
3 Oregon 501 (c)3 tax-exempt nonprofit corporation doing business as Holy Rosary Church, Inc.
4 (referred to as the "Church").
5 3.
6 Gary Sorrels was, at all material times, an individual, residing in Multnomah County,
7 State of Oregon. Mr. Sorrels was, at all material times, an employee of both Ambridge and the
8 Church.
9 4.
10 The Church was, at all relevant times, the owner of real property located at 1333 NE
11 Martin Luther King Blvd, Portland, Oregon 97232 ("Event Center"), the location at which
12 Ambridge carried out its operations as a for-profit enterprise and as an employee and agent of
13 the Church.
14 5.
15 The Church directly employed Ambridge pursuant to a series of written employment
16 contracts to manage the Event Center on its behalf. The current Contract (referred to as the
17 "Contract"), entered into by and between Ambridge and the Church on May 9, 2012, is attached
18 as Exhibit A and incorporated by this reference. The prior Contract, entered into by and between
19 Ambridge and the Church on October 31, 2008, is attached as Exhibit B.
6. 20
21 Paragraph 6 of the Contract addresses the compensation the Church would receive from
22 its employment relationship with Ambridge, a for-profit enterprise, and its rental of the Event
23 Center to community groups and organizations wishing to host events or utilize the space set
24 out in paragraph 1 of the Contract.
25 / / /
COMPLAINT - 2 10663-0002 513052.doc
PREG O'DONNELL & GILLETT PLLC
222 S.W. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
1 7.
2 Paragraph 16 of the Contract, entitled Morals Clause, prohibited Ambridge from renting
3 the Event Center to organizations and groups of people with whom the Church wished not to
4 affiliate.
5 8.
6 The Church was explicit in prohibiting Ambridge from renting out the Event Center to
7 members of or groups affiliated with the LGBTQ community.
8 9.
9 For the duration of time since the parties entered into the Contract, Ambridge was
10 required to turn away business from members of the LGBTQ community under strict instructions
11 from the Church and pursuant to the Morals Clause.
12 10.
13 However, in 2015, an organization affiliated with the LGBTQ ("the Organization")
14 community approached the Ambridge wishing to rent the Event Center. Ambridge instructed the
15 group that they were not allowed to rent out the facility to groups with an affiliation to the LGBTQ
16 community. As a result, there was a significant amount of negative press the Organization
17 generated against Ambridge and the Church due to the discriminatory policy in the Contract and
18 in their rental of the Event Center.
19 11.
20 Ambridge's image suffered from this revelation. Even businesses and government
21 entities that had previously scheduled events with Ambridge who were not affiliated with the
22 LGBTQ community but had equity-driven internal policies, refused to work with Ambridge after
23 reading or hearing about the discriminatory policy involved in its employment relationship with
24 the Church.
25
COMPLAINT - 3 10663-0002 513052. doc
PREG O'DONNELL & GILLETT PLLC
222 S.W. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650' FACSIMILE: (503) 224-3649
1 12.
2 Ambridge spent the ensuing months attempting to restore its image with its clientele and
3 its relationship with the LGBTO community, going so far as to hire an Events Coordinator, Mr.
4 Gary Sorrels, who is openly gay. Mr. Sorrels was hired in November, 2015. His employment
5 with Ambridge made him a de facto employee of the Church as his activities and duties were
6 similarly restricted to the activities and duties set forth in the employment agreement between
7 the Church and Ambridge.
8 13.
9 Just weeks after Ambridge hired Gary Sorrels, on December 4, 2015, the Church issued
10 written notice of termination of its Contract with Ambridge and Mr. Sorrels by issuing Ambridge a
11 Notice to Vacate - characterizing its relationship with Ambridge as one between a landlord and
12 a tenant. A true and correct copy of this Notice to vacate is attached hereto as Exhibit C.
13 14.
14 The Church terminated its employment relationship with Ambridge as retaliation for
15 hiring Mr. Sorrels, and because Ambridge had chosen to associate itself with the LGBTO
16 community.
17
18
15.
Ambridge served the Church with written notice of its intent to exercise its first refusal
19 rights under paragraph 18 of the Contract and repeatedly requested a meeting with the Church
20 pursuant to the Contract and paragraphs 17 and 31.
21 16.
22 The Church refused Ambridge's demand, ignored Ambridge's best efforts to reach an
23 amicable and mutually agreeable settlement, and continues to refuse to comply with its
24 obligations under the Contract.
25 / / /
COMPLAINT - 4 10663-0002 513052.doc
PREG O'DONNELL & GILLETT PLLC
222 S.W. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
1 FIRST CLAIM FOR RELIEF
2 (Breach of Contract - Breach of Duty of Good Faith and Fair Dealing)
3 17.
4 Ambridge incorporates and re-alleges the paragraphs set forth above.
5 18.
6 The Contract contained an express provision obligating the parties to engage in good
7 faith and fair dealing during the term of the Contract.
8 19.
9 Ambridge performed all material obligations under the Contract.
10 20.
11 The Church terminated its employment relationship with Ambridge pursuant to the
12 Contract during the Contract term.
13 21.
14 The Church breached the Contract by refusing to discuss or mediate the Contract
15 termination with Ambridge, by issuing unilateral restrictions on use of the Event Center and
16 adjoining property, by demanding Ambridge pay taxes not owed under the Contract, and by
17 failing to exercise any effort, best or otherwise, to reach an amicable and mutually agreeable
18 solution to the issues arising under the Contract.
22. 19
20
21
Ambridge relied to its detriment on Contract paragraph 17 that required the Church to
provide Ambridge right of first refusal and on the Church's assurances in Contract paragraph 2
22 and elsewhere that any change in the parties' relationship or course of conduct would be
23 discussed and resolved jointly and amicably. Ambridge booked future events at the Event
24 Center and made valuable improvements to the Event Center and adjoining Church property in
reliance on the Church's assurances. 25
COMPLAINT - 5 10663-0002 513052.doc
PREG O'DONNELL & GILLETT PLLC
222 SW. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
1 23.
2 The Church's termination of the Contract violated the good faith and fair dealing contract
3 provision and constitutes a material breach of the Contract.
4 24.
5 The Church's breach of the Contract has resulted in damages to Ambridge in the
6 amount of $1,875,000 in lost income, $69,000 in improperly assessed property taxes that
7 Ambridge was forced to pay under duress, $250,000 in improvements made to the Event Center
8 and adjoining Church property, plus interest on these sums pursuant to ORS 82.010. Ambridge
9 reserves the right to re-allege and/or amend the damages prayer.
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25.
Ambridge is entitled to attorney fees under paragraph 31 of the Contract.
SECOND CLAIM FOR RELIEF
(Violation of ORS 659A.421 et seq.
26.
Ambridge incorporates and re-alleges the paragraphs set forth above.
27.
The Church terminated Ambridge's employment and refused Ambridge's right of first
18 refusal because of Ambridge's affiliation and identification with the LGBTO community, its desire
19 to host and actual hosting of events with the LGBTO community, and its hiring of Gary Sorrels,
20 who identifies as gay which is a sexual orientation opposed by the Church.
21 28.
22 The Ambridge was a "purchaser" of real property from the Church, pursuant to ORS
23 659A.421.
24
25
29.
The Church expelled Ambridge from the Event Center.
COMPLAINT - 6 10663-0002 513052.doc
PREG O'DONNELL & GILLETT PLLC
222 SW. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
1 30.
2 In expelling Ambridge on the basis of its affiliation with and having internal members of
3 the LGBTQ community, the Church violated ORS 659A.421.
4 31.
5 As a proximate result of the Church's violation of ORS 659A.421, Ambridge suffered
6 damages in the amount of $1,875,000 in lost income and $250,000 in improvements made to
7 the Event Center and adjoining Church property, plus interest on these sums pursuant to ORS
8 82.010.
9 32.
10 Ambridge is entitled to attorney fees pursuant to ORS 659A.885(1).
11 33
12 Ambridge is entitled to compensatory damages in the amount of not more than $250,000
13 pursuant to ORS 659A.885(3)(a).
14 34.
15 Ambridge reserves the right to re-allege and/or amend the damages prayer, as well as to
16 amend to include punitive damages.
THIRD CLAIM FOR RELIEF
(Violations of ORS 659A.030 et seq.)
35.
17
18
19
20
21
Ambridge incorporates and re-alleges the paragraphs set forth above.
36.
22 Ambridge was a Church employee pursuant to the Contract.
23 / / /
24 / / /
25 / / /
COMPLAINT - 7 10663-0002 513052.doc
PREG O'DONNELL & GILLETT PLLC
222 S.W. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
1 37.
2 The Church discharged and retaliated against Ambridge because of Ambridge's
3 affiliation and identification with the LGBTO community, its desire to host events with the
4 LGBTO community, and for hiring Gary Sorrels, a member of the LGBTO community.
5 38.
6 As a proximate result of the Church's violation of ORS 659A.030, Ambridge suffered
7 damages in the amount of $1,875,000 in lost income and $250,000 in improvements made to
8 the Event Center and adjoining Church property, plus interest on these sums pursuant to ORS
9 82.010.
10 39.
11 Ambridge is entitled to attorney fees pursuant to ORS 659A.885(1).
12 40.
13 Ambridge is entitled to compensatory damages in the amount of not more than $250,000
14 pursuant to ORS 659A.885(3)(a).
41. 15
16 Ambridge reserves the right to re-allege andlor amend the damages prayer, as well as to
17
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amend to include punitive damages.
III
III
III
III
III
III
III
III
COMPLAINT - 8 10663-0002 513052.doc
PREG O'DONNELL & GILLETT PLLC
222 S.W. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
1 WHEREFORE, Ambridge prays for a judgment from the Court declaring and awarding:
2 On Ambridge's First Cause of Action:
3 1. For contract damages in the amount of $2,194,000;
4 2. For attorney fees pursuant to paragraph 31 of the Contract; and
5 3. For such additional relief as the court deems just and equitable.
6 On Ambridge's Second and Third Causes for Action:
7 1. For economic damages in the amount of $2,125,000;
8 2. For compensatory damages in the amount of $250,000;
9 3. For attorney fees pursuant to ORS 659A.885(1); and
10 4. For such additional relief as the Court deems just and equitable.
11
12 DATED this 22nd day of May, 2018.
13 PREG O'DONNELL & GILLETT PLLC
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COMPLAINT - 9 10663-0002 513052.doc
By slTimothy I. Crawley Timothy I. Crawley, OSB #122546 [email protected] Fax #: (503) 224-3649
Attorney for Holladay Investors, Inc. dba The Am bridge Event Center
PREG O'DONNELL & GILLETT PLLC
222 S.W. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
CERTIFICATE OF SERVICE 1
2 I hereby certify that I caused a true copy of the foregoing document to be served on the
3 following parties in the manner indicated below on this 22nd day of May, 2018:
4 Counsel for Defendant Holy Rosary Church, of Portland, Oregon, Inc.:
5 Sia Rezvani, Esq Warren Allen LLP
6 850 NE 122nd Avenue Portland, OR 97230
7
__ Via Messenger 8 __ Via Facsimile - (503) 255-8836 9 -1L Via U.S. Mail, postage prepaid
__ Via Overnight Mail, postage prepaid 10 -1L Via Court E-Service or email
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COMPLAINT - 10 10663-0002 513052.doc
PREG O'DONNELL & GILLETT PLLC
By slTimothy I. Crawley Timothy I. Crawley, OSB #122546 [email protected]
Attorneys for Holladay Investors, Inc. dba The Ambridge Event Center
PREG O'DONNELL & GILLETT PLLC
222 S.W. COLUMBIA ST., SUITE 650
PORTLAND, OREGON 97201-6615
TELEPHONE: (503) 224-3650· FACSIMILE: (503) 224-3649
('~"
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AGREEMENT BETWEEN HOLY ROSARY CHURCH AND
THE AMBRIDGE EVENf CENTER
THIS AGREEMENT (hereafter, "Agreement") is made between Holy Rosary Church, Inc. (hereafter, "OWNER") and Alan Peters o/b/a Holladay Investors, Inc. d/b/a the Ambridge Event Center (hereafter, HMANAGER"). This agreemeht replaces and supersedes any and all prior agreements and understandings between the parties.
For good and valuable consideration had and received, it is hereby agreed by and: between the parties that: .
o 1. PREMISES AND INTENDED USE: OWNER hereby agrees to turn over to MANAGER the responsibility for managing and operating that property situated at 1333 N.E. Martin Luther King, Jr. Boulevard and variously known as "Rosary Hall," "Parish Center," and/or the "Upjohn Building" (hereafter, the "Center." "premises," or "property"), as office space and an events center. Any request for any other possible use of the premises must be submitted in wrlting by MANAGER to OWNER for the latter's prior approval.
Q 2, DURATION AND TERMINATION: This Agreement shall be in full force and effect for an initial period of three (3) years (hereafter, the "Term"). In addition, this Agreement may be subsequently renewed by MANAGER for up to two (2) m<.e Termsr sub.ject to the right to termfnate early. While the parties do not anticipate any likelihood that this Agreement will need to be terminated early; each party reserves to itself the right to terminate this Agreement, either (a) for cause (e.g., for a violation of the law or of any provision of this cOntract amounting to a material breach), (b) upon mutual agreement, or (c) without causs, upon giving the other party one year (365 days) advance written notice.
Q 3. BOOKINGS: MANAGER shall assume full responsibility for booking eVehts at the Center.
Q 4. OWNER'S USE OF THE PROPERTY: (a) OWNER shall have Use of a.t least part of the Property on three (3) or more days per weel< - Monday, Wednesday, and Sunday - and reserves the right to retain exclusive use. of two (2) olose.ts (both located iii the room formerly housing the library at the southwest corner of the Center), (b) During the academic year (Le., September through May), OWNER resenies the right to nine (9) cl;;lssrooms in the Center on Monday$. between the hours of 3:00 p.m. an(.l6:30 p,m. and one (1) classroom on Sundays betweeJi the hours of 9:00 a.m. and 11 :30 ~un. (c) OWNER reS91V9S the right to use the baUroom (gr~at hall) or o~her room(s) for "parish events" I,.1p to four (4) times per year. Any catering for such a Ifparlsh event" will be provided by MANAGER at a 20% discount of its regUlar rates. (d) OWNER'S Director of Religious Education shall be entItled to meet with OWNER teachers in a room up
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to two (2) times per year, with Goffee provided by MANAGER. (6) OWNER and MANAGER agree to work together in good faith to implement fhe provisions of thIs, and all other, paragraphs. See paragraph 17, Infra. .
o 5. SPECIAL CONSIDERATIONS: (a) MANAGER agrees to provide the All Ireland Cultural Society with a right of first refusal to rent the Center each year on S1. Patrick's Day at a 10% discount of Its regular rates. (b) MANAGER also agrees to offer a low-cost wedding reception option to OWNER parishioners or, In the alternative, a 20% discount of its regular rates to OWNER parishioners who wish to schedule their weddings and/or receptions in the Center.
o 6. FEES AND INSPECTION OF BOOKS: (a) The fees due from MANAGER and payable to OWNER shall be $8,500 per month for the duration of the Term, subject to revision upon mutual agreement. Should the Agreement be renewed for a iike Term, the fin~t three-yeElr renewal will be at the rate of $9,500.00 per monthf a second renewal Term will be at $11,000.00 pef month, and any further three~year Term(s) wi
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(b) MANAGER's responsibilities shall Include the following: (I) the interior of the Property inCluding any interior decorating; (ii) any repairs and replacements necessitated by the negligence or use of the Property by MANAGER, its agents, erpployees and invitees; (iii) maintenance and repair of the WAC systems and sprinkler systems, if any. However, OWNER reserves the right to contract with a service company for the maIntenance and repair of the foregoing systems, or any ofthem; (Iv) maintenance and repair of the interior walls and floor coverings (both hard surfaces and carpeting); (v) any repairs or alterations required under MANAGER's obligation to comply with all applicable Laws as set forth in this Agreement; and (vi) all other repairs, maintenance, and replacements to the Property which OWNER is not expressly required to make, which incluc/es, without limiting the generality of the foregoing, the replacement of all glass whioh may be broken or crfloked during the Term with glass of as good or better quality than that In use at the commencemeni of the Term, the ~torefront, WirIng, plumbing, drainpipes, sewers, and septic tanks including without limitqtiQn, repairs outside of the Property if the neep for the repair arises from MANAGER1s use of the Property. Ali of MANAGERts work shall be in full complianGe with thenNcurrent Property codes and other governmental requirements. In addition to the above, MANAGER shall be responsible for paying all bills associated. with water and sewer facilities, gas and electrical services (including heat and light), garbage collection, reGy~ling, and all other facilities and utility services used by MANAGER or provided to the Property during the TERM. Finally, MANAGER shall be responsible for any and aU costs of its own operations, including but not limited to labor, food, and materials. In the event of any dispute, the parties agree that they will meet to discuss such matter(s) and will do their besUo work out a rea~onab!e solution. See paragraph 17, infra.
o 10. PARTIES' RESPONSIBILITIES: While MANAGER will be responsible for everything associated with the rental and use of the facilities, including but not limited to setup, tear dQwn:;:inq clean-up for events, OWNER will use its best efforts to make parents and teaohers aware of their responsibility for supervising OWNER children, including clean-up after use of o[assrooms by OWNER parents and. teachers, so as not to burden unduly MANAGER therefor. MANA(3ER will also comply With ahyand all health~related policies, Inoludlng but not limited to "no smoking" rules, established by OWNER or mandated by Jaw.
o 11. INSURANCE AND WAIVER OF SUBROGATION: (a) MANAGER will provide OWNER with proof of property insurance coverage, [ncluding but not limited to fire, damage, and theft, as well as comprehensive general liability insurance with a m!niml,lm coverage oT at least $2,000,000 and a certrflbate showing that OWNER is an "additicinal insured." MANAGER s.hall defend and Indemnify OWNER from, and relmburse OWNER for, any cost, claim, loss; or liability arising out of or related to any Willful or hegligent aotivity of MANAGER or MANAGER's employees, representatives, agents, or guests on the premises, or any condition of the premises. OWNER shall have no liability to MANAGER for any injury, loss, or damage caused by third parties, Of by any condition of the
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premises except tb the extent caused by' OWNER's negligence or breach of a' material duty unde\ this Agreement. (b) Neifher party shall be Hable to the.other for any loss or damage caused by fire or any of the risks enumerflted in a standard multiperil insurance policy, Including sprinkler leakage insurance if the Property have sprinklers, to the extentthat any such Insurance actually pays any such loss or damage. All claims or rights of recovery for any and all such loss or damage, hoWever caused, are hereby waived. Without limiting the generality of the foregoIng, said absence of liability shall exist whether or not such loss or damage is caused by the negligence of either OWNER or MANAGER Qr by any of their respective agents, servants, or employees.
o 12. CONFIDENTIALITY: The parties agree to hold Gtny information learned about the other in the strictest of conftdence and agree not to use any such information in an attempt to gain sales, marketing, iinancial, or competitive advantage for themselves or for anyone else.
o 13. SECURITY: MANAGER will be responsible for maintaining the fiiecurlty of the Property at all times.
o 14. KITCH!;N: MANAGER will have sale and exclusive control of the Center's kitchen. MANAGER shall, however, provide certain "kitchen items" - e.g., coffee, dishes, etc. - to OWNER at reasonable times and expense to OWNER for OWNER-sche.duJed parish events.
o 15. FURNITURE, FiXtURES AND EQUIPMENT ("FF&EJI): MANAGER shall have the right to use any and all FF&E's ourrently on-site (Le., in the Center), subject to the following restrictions: (a) OWNER may, from time to time, require the I,lse of some (probably rarely more than 80 of 400) of the burgundy chairs in the "big hall'; for parish events; and (b) OWNER intends to retain soms, but not all, of the desks currently situated in the Cente(s office are~. Additionally, MANAGER agrees to provide OWNER with 250 chairs (i.e., the gray chairs ourrently used by MANAGER) to be used and stored in OWNER's Siena Hall, with the understanding that OWNE;R will use these chairs o~ a regular baSis in place of dhairs currently owned by OWNER and that these chairs wlll sustain regular wear and tear normal for similar ohairs in a church hall environment.
q 19. MORALS CLAUSE: As a nOh~profit, religious institution, OWNER reserves the right to limit the use of its facilities. MANAGER understands this limitation and agrees that it will refraIn from any activity that would be offensive or disrepuJf:lble to OWNER. MANAGER shall also refraIn from any activity Which would be unreasonably off~nsive to owners or users of the a.djoining Property, or whicn Would tend to create a nuisance or damage the reputation ofthe Property. MANAGER shall also comply with any rules respecting the use of the Properly promulgated by OWNER from time to time and communicated to MANAGER in writing. Without limiting tile' generality of the foregoing, MANAGER shall not permit any noise or odor to escape or be emitted from the Property nor permit the
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use of flashing (strobe) lights nor permit the sale or display of offensive maleria!s as reasonably determinep by OWNER Any questions regarding this paragraph I
shall be referred to OWNER . ;
q 17. GOOD FAITH AND BEST EFFORTS: Both parties understand and agree to act at all times In a spirit of good faith and fair dealing with each other. Any time a situation or problem arises, regardless whether or not addressed by the teims of this Agreement, the parties will exercise their best efforts to reach an amicable and mutually agreeable settiement.
o 18. RIGHT OF FIRST REFUSAL: In the event OWNER should decide to sell or lease the Center to a third~party, MANAGER shall have a sixty (60) day right of first refusal for any such sale or lease. In the event OWNER should consider the " possibility of entering into a management qgreement with any party other than MANAGER, the latter shelll have the same right of first refusal.
o 19. OBSTRUCTIONS: MANAGER agrees that it will not encumber or obstruct, nor allow any other(s) tb encumber Of obstruct, the sidewalks in front, back, or on the sides of the Center.
o 20. LIABILITY AND TERMINAIION DUE TO DAMAGE: The parties agree that OWNER shall be exempt from "ny t:lnd al[ liability for any damage or injury to person or property caused by or resulting from steam, electricity} gas, water, rain, ice or snow, or any leak qr flow from or into any part of the Center or from any damage or 1njury c.aused by or due to the negligence of MANAGER or any of MANAGER's representatives, employees, agents, or guests. In the event the Center [s damaged more than 50%, this Agreement is subject to termination unless the parties mutually agree otherwise.
tl 21. SIGNS: MANAGER shall have the right to place a sign at appropriate location(s) (te> be approved by OWNER), provided the $19I1(s) is (are) in compliance with all federal, state, and locallaw$.
tl 22. ACCESS: OWNER is entitled to and Shall have aocess to the Center at all tirnes. However, it Is expresslY understood and agreed -that OWNER will not unreasonably exercise said right.
o 23. TAXES AND LIENS: (a) In the unlikely event that property taxes shollid be irnposed on the Property, MANAGER Shall pay 50% of all real property taxes levIed qr imposed upon the Property (hereaftl9f, "Taxes"). (b) Should there be In effect during the Term any law, statute, or ordinance which levies or imposes any tax upon fees or rents (hereafter, "Rents"), MANAGER shall pay such taxes as may be attributable to the Rents under this Agreement or shall reimburse OWNER for any such taxes paid by OWNER withln ten day$ after OWNER bills MANAGER for the same. (c) MANAGER shall keep the Property free from all liens, including mechanic's liens] arising from any act or omission of MANAGER
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or those claiming under MANAGER. (d) MANAGER shall not be responslble for paying any portion of the CltY'$ recently imposed (on OWNER) assessment for the LIDS street oar project. '
o 24, DAMAGE TO THE PREMISES: MANAGER shall give OWNER prompt wrItten notice of any fire, accident, c~sualty, damage, Of dangerous or defective condition. If the fIre or other casualty is caused by an act or neglect of MANAGER or MANAGER's employees, representatives, agents! or guests, then any needed repairs shall be made by MANAGER and at MANAGER~s expense,
q 25. DEFAULT: In, the event either party shall be de~med by the other party to be in default Of any' of Its obllgatlons under this Agreement) the aggrieved party shall so inform the other party promptly and in writing. That party will then. have a reasonable period of time, not to exceed seven (7) days (unless otherwise agreed by the parties) in which to cure said default. The following shall be events of defaurt:
(a) Failure of MANAGER to pay any Rent when due or fi:li!ure of MANAGER to pay any other charge required under this Agreement within ten days after it is due,
(b) Failure of MANAGER to provide or maintain the insurance required of MANAGER or failure of MANAGER to oomply with any Laws as required within 24 hours after WrItten demand by OWNER. .
(0) Failure of MANAGER to comply with any term or condition or fulfill any obligatJon of this Agreement within ten (10) days after written notioe by OWNER specifying the nature of the default with reasonable particularity, Ifthe default is of such nature that it cannot be completely rem~d!ed within the ten-day period, this provision shall be complied with if MANAGER begins correctkm- Of the-default within the ten"day period .and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as pracUqable, OWNER ~haH not be obligated to give written notice for the same type of default more than twice; at OWNER's option, a failure to perform an oblIgation after the second nqtice shall be an automa,tic event of default, without n'otice or any opportunity to cure,
(d) The abandonment of the Property by MANAGER or the failure of MANAGER for 15 days or more to occupy the Property for one or mote of the deSignated purposes of this Agreement unless such failure is excused under other provisions of this Agreement.
(6) The bankruptcy or insolvency of MANAGER or the occurrence of other acts which give OWNER the option to terminate.
(f) The assignment or purported assignment of MANAGER's interest under this Agreement in violation of paragraph 27,
o 26. SURRENDER AT EXPIRATION: (a) Upon expiration of the Term Of eat'lier termination, MANAGER shall deliver all keys to OWNER and surrender the Property in first~cla8S condition and broom clean. Improvements, alterations,
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wiring, cables, or conduit constructed by or for MANAGER shall not be removed or restored to the original condition unless the terms of OWNER's consent provides otherwise or unless OWNER requests MANAGER to remove all or any of such improvements,' alterations, wiring, cilbles, or conduit in which event MANAGER shall remove. those designated by OWNER for removal and restore the Property at MANAGER's so\e cost and expense. Depreciation and wear from ordinary I,lse for the purpose for which the Property weTe let need not be restored, but ali repair for which MANAGER is responsible shall be completed to the latest practical date prior to such surrender. (b) All fixtures placed upon the Property during the Term, pther than MANAGER's trade fixtures, shall, at OWNER's option, become the property of OWNER. ~ MoVable furniture, decorations, rloor covering other than hard surface bonded or adhesively fixed flooring, curtains, drapes, blinds, furnishings and trade fixtures shall remain the property of MANAGER if placed on the Property by MANAGER. If OWNER so elects,. MANAGER shall remove ahy or all fixtures, wiring, cables, or conduit which would otherwise remaJn the property of OWNER, and shall repair any damage resulting from the removal. If MANAGER fails to remove such flxture$, wiring, cables, or conduit QWN.ER may do so and charge the cost to MANAGER with interest at the rate set by Oregon law.
D 27. ASSIGNMENT: The parties understand that MANAGER may, at some point in the future, wish to assign its rights under this Agreement to a third party, MANAGER may do so, bl!t only if (a) the assignee agrees to abide by all of the terms of the Agreement, (b) the assignee meets the same financial and other tWalifioa,tions currently possessed by MANAGER, and (0) is acceptable' to OWNER. Provided all three conditions are met, OWNER will not unreaspnably withhold its consent to the assignment.
D 28. SUBORDINATION: MANAGER/s,interest hereunder shall be subjeot and subordinate to all mortgages, trust deeds, and other financing and security instruh1t3nts In place upon the Commencement Date or placed on the Property by OWNER from time to time (hereafter, "Mortgage"), except that no assignment or tnansfer of OWNER's rights hereunder to a lending institution as COllateral security in connection with a Mortgage shall affect MANAGER's right to possession, use, and occupancy of the Property so long as MANAGER shall not be in default under any of the terms and conditions of this Agreement.
o 29, NO WAIVER:. The failure of either party to insist upon a strict and literal adherence to all of the terms of this Agreement shall not l?e construed by the other party as constituting a waiver of any rights or remedies due that party.
D 30. BINDING NAtURE OP AGREEMENT~ It is understood and agreed by the parties that thh~ Agreement shall be binding upon the parties hereto and upon their respective Sllccessors, heirs, 8s$lgns, executdr~.\ and administrators.
a 31. GOVERNING LAW, JURISDICTION AND VENUE: The parties understand and agree that this Agreement shall be construed in accordance witn and
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governed by the laws of the State of Oregon. The parties further understand and agree that the courts and authorities of the State of Oregon and the federal district court having venue for the City of Portland, County of MUltnom~h, State of Oregon, shall have sole and exclusive jurisdiction over any and a1l controversies
, that may arise with respeot to this Agreement. While the parties will make every , reasonable effort to resolve any dispute between themselves short of litigation (e.g., negotiation, media-tion, or arbItration if mutually agreed upon), should litigation prove necessary the prevailing party shall be entitled to recover its costs and a reasonable attorney's fee therefor.
o 32. ENTIRE AGREEMENT: The parties understand and agree that there are no other agreements, understandings, promises, or warranties between them relating to the subject matter of this Agreement. This Agreement supersedes any and all prior agreements, understqndings, promises, or warranties, whether oral or written, between the parties, and is intended to and shall serve as a complete and exclusive statement of thE:l agreement between the parties. Should any provision of this Agreement prove to be unlawful or unenforceable, the remaining provisions shaH remaIn in full force anQ effect. No change or modification of or to this Agreement shall be valid unless the same shall be in wrItlng and signed by both partIes hereto.
IN WITNESS WHEREOF, the partIes have set their hands and seals this 'It!> day of May, 2012.
HOLY ROSARY CHURCH
+, ~ ~I~ ULlO·t-. I ,~
Name: Fr. Francis La, O.P. Title: pastM a n / ('J
Date: . ~~. I I C(.() t;><..
/J! 1,LL.l:xr.I~fl/l \fESTORS, INC. DBA AMBRIDGE EVENT CENTER
Name: Alan P~tets Title: Owner I') /)
Date: /2-,1 ~ &(;// z-.
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MANAGEMENT AGREEMENT BETWEEN HOLY ROSARY CHURC}I AND
THE AMBRIDGE EVENT CENTER
THIS MANAGEMENT AGREEMENT (hereafter1 "Agreement"), Is made between Holy R9sary Church, Inc. (hereafter, I'HRCIl
) and Alan Peters o/b/o HOlladay Investors, Inc. d/b/a the Ambridge Event Center (hereafter, "Ambrldgell).
For good and valuable oonsideration had and receIved. it Is hereby agreE3d by and betwMn the parties that
a 1. PREMrSES AND 1NTENDED USE: HRC hereby agrees to turn over to Ambridge the respoHslbllity for managlng and operating that HRCproperty situated at 1333 N.B. Martin L.uther Kingi Jr. Boulevard and variously known as l!Rosary Han:' "Parish Genter," -andlor "Upjohri Building" (hereafter, the "Center"), as an events center. Any request for any other possJble use of tile premises must be submitted in writing by AmbrIdge to HRC for the latter's prior approval.
o 2. DURATION AND T6RMINATlON: This Agreement shall be in full forGe ~d_ effect for an rnitia! period of three (8) years. In ad ditIoii , this Agreement m~y b$ /?ubsequently renewal:! by mutual written consent of the Parties for Whatever period of time, and on Whatever terms and conditions, to which th~ parties may mutually . agree, The parties agree to make a good faith effort to negotiate an extension of the initial agreement period, beginning not less than one hundred twenty (120) days prior to the end of the Initial agreement period. While the parties do not anticipate any likelihOod that this Agreement will need to be tEmnjnated early, both PEirties understand and agree that unforeseen events may rni!lKe {t neceSSary to do so. Accordingly, each party reserves to it$elfthe right to termfnate this Agreement, either with o'r without cause, upon giVing the other party S\ minimum of $ixty (60) days advance written notice ..
o 3. BOOKINGS: AmbrIdge shall assume full. responsibility for b<,)ol<ing events at the Center. HRO agrees to provide Ambridge With an lilnltiar oalandar" of soheduled HRO usage of the Center, and Ambridge agrees that anysuc~ events already schedUled Will not be changed without the prior written consent of HRC. The parties understemd and agree that all subsequent HRG events (tei, those that are not listed on the initral caiendar) will be subject to the salTIe "fjrst oom§l, first s<!lrved'i standard Ambridge will apply fo a'/I other QIJel1ts. Acoordirlgfy, HRC understands and agrees that it cannot ((bump" previously scheduled Ambridge clients. Ambridge will use its own software and agrees to coordInate bookIngs with HRC by provldihg HRC with acce8~ thereto. The parties understtand and agree that they will do thf)ir be$t to mal(e all soheduling "mutual," I.e., Ambridge agr~es todeaJ directly with Mrs. Janet Frelling or other HRC designee for all booking matters Involvlng HRO, and HRC agrees to deal direotly with a responsible representatiVe of Ambricige, e,g'1 Alan Peters or Dale Allan, In order to enable HRC 10 (a) provide Its par/shlonMs with
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accurate. figures TO)' renting space In the Center, and (b) determine how much HRC may be "costrngll itself. each time HRC requests use of space in the Cent~r, Ambridge agrees to provIde HRC with a datalled brEiakdown of its "rack rates/' i.e., the. amount Ambridge charges for the use of 1he room!;> in the Center.
o 4. HRC'S USE OF THE BUILDING: (a) HRC reserves the rignt to retain exclusive use of two (2) closets (both iDeated in the room formerly housing the library at the southwest oortler of the Center). (b) HRC reserves the rlghtto nIne (9) cJa~srooms In ihe Genter.on Mondays between the hours of 3:00 p.rn.and 6:30 p.m., and one (1) cfassroom between the hours of 12:00 p.m. and 6:30 p.m., also on Mondays, for academio or religiOUS education. (d) HRC reserves ~he right to use the great hall up to four (4) times per year, and will arrange with Ambridge to schedule any such events well in advance of the anticipated date(s). (e) HRC will not be charged a fee for any "HRC parish eVent" scheduled to be held In the Center. (f) Any catering for a HRC parish event beyond Simple kitphen use (a.g. t preparing coffee; (re)heating' food, use of dJshes and utensils; etc.) will be charged to HRC at Ambridge's actual cost plus ten (10) percent It is unden:~t90d and agreed by the parties, however, that this right shall be limited to HRC pariah events and ahall not apply to Ilparishioner events," i,e" ihase private (non~parish) events booked by parishioners. In keeplng with the above, HRC under$tailds that any expanded use of the Center, i.e., above and beyond that whloh Is necessary for HRC parish events, adversely affects the ability ofAmbrJdge to maxImize the rental Income of the center.
D 5. SPECIAL CONSIDERATIONS.: (a) Ambridge agrees to use its best efforts to enabJe the All Ireland Cultural Sooiety to contrnue to rentthe Center each year on St. Patrick's Day ~t a rate re~sonably close to what the AICS has traditionally paid for the use of the Cehter'l:i Great Hall. {That sum has beeli $1 ,500plm~ a $300 refundable cleaning deposit to use the kitchen and the hall.) (b) Ambridge als.o agrees to offer a twenty peroent (20%) disoount to HRC parlshioners who wish to schedl.lle their weddings and/or reoeptions tn the Center.
6. RENT: The rent due and payable to HRC shall liot fall below a certain minimum nor exceed a certain maximum. The minimum rent shall be measured In dollars {~.g., $7,600' or $10,000 per month}, while the maximum rent.shall be meE\sured as a perG8nt~ge of the gross sales income for events booked· in th~Center by AmbrIdge ("gross sales))).
(a) For th~ first six:. (6) months of this Agreement, the minimum rent shall be ' $7,500 per month and the maximum rent shall be twenty percent (20%) of the gross sales, whiChever is greater.
(b) For tl1e. $0oqnd six (6) months of this Agreement. the minfmum rent shall inor(:.lase to $10,000 per month and the maximum rentehallbe t.w$nty percent (20%) of the gross sales, whichever is greater; however, the parties feserve the fight to discuss this rent IncreClse at that time and, shou!d oircumstances warrant. the parties by mutual agreement may elect not to implement the rent increase, elther in whole or in part, for this second six (6) month period. '
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(c) For the remaining twenty"four (24) months of the Agreement, the minimum, , rent shall be $10,000 per month and the maximum.l'ent shall be twenty percent (20%) oftha gross sales, whichever is greater. "
(d) At the end of each quarter (i.e., appfbximately 90.day period endfng on the last day of FebrualY, May, August, and Novemper), Ambridge anc! HRG wil1' determine what amount} If any, is due to HRC as a difference between the minimum amount aotually paid and the maximum amount due. If twenty percent (20%) of the gross sales figures for those preceding three (3) months amouhts to fe)ss than the amount actually paid to HRC as mInimum rent, no addIt10nai amount shall be due. If. however, twenty percent (20%) of ihe gross sales figures for those preceding three (3) months amounts to more than the minimum tent aotually paid, the difference will be immedi~tely due and payable to HRG. '
For example, if during the first three (3) mcmths the grass sales amount should be less than $11~J500, HRC 8h~1I be entitled to no additional amount abov~· and beyond the $22,500 already pafd as the minimum relit O.e., $7,500 per month for three months) .. If during the second three (3) months the gross sales amount should, be $200;000, HRC shall be entitled to receive $17.500, I.e., the diffe~ence between the $22,500 aotually paid as rent ($7,500 x 3) and the maximum rent dUe of $40,000 (20% of $200, 000). Each quarter shall"stand alone" for purposes of the 20% gross sElles caloulation for determining the maximum rent.
(e) The ('occupanoy date" of this Agreement shall be November 1, 2008, while the !feffecUve date" of this Agreement (for purposes, Inter alia, of. calculating rent) sh~H be Deoember 1, 2008, with the first rent payment to be pro-rated for the balance of the preceding month of November. Minimum rent payments shall commence on December 1, 2008 and continue on. the 'first (1st) day of each month ther¢after for the three (3) y~ars of this Agreement. Arw p~Y1Tlent$ r~ceiv~d. more. than seven (7) calendar days after the first of ~ach month $ht:lll ~e deernect late and acarue interest at the legal rate of Interest. Any payment notmada within thirty (30) days of its due date shall be deemed to constitute a material breach of this Agreement and grounds for termination thereof. Maximum rent payments shall be made in accord wIth section (d) above.
(f) HRC shall have the right to insper,::t Ambridge's books at reasonable 'times and upon adequate prior notice. It is understood that HRC may need to atldit these boqks, as HRC is itself subjept to periodIc auqiting by the We~ternbl,'imlr,ican ProVlnce (JlWDPll) and the WDP may have need of this Informatioh.
Q 7. PARK!NG:" Outside of speoifieo times (e.g., Mass~s, weddings, HRC p~rish events, eto.), HRC agrees to make available to. AmbrIdge as mqch of its (HRC's) parking fot spaoe as 1$ reasonably available for lIevenf' parking. Thissetvlce is not. inoJu.o.ect in the rent instead, AmbrIdge agrees to PfJY t<> HRO on~~h~Jf of the revenue it (Ambridge) collects from renting out HRC's parking space. Rev~nue. from· "event parkIng" is due and payable monthly, no later than 7 days follOWing the end of the month. . nEvant parf~jl1gll is deflned to exclude any normal HRC chUrch parking and any
parking that Is handled by Ambridge for Jlregu]ar" Ambridge events in the Center; it Includes only those special events (e.g., Rose Garden and Coliseum, etc.) for which
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Ambridge charges. Revenue generated by AmbrIdge for uregular" Amtirldge events parking shall be calculated and included as part of the regular gross sales income defined In paragraph 6 above.
(J 8. IMPROVEMENTS: (a) Ambridge shall be free to make s.uch improvemelits'to the property it deems necessary for its oper~tfons, subject only to HRGls pnbr written approval therefor. The parties understand and agree that the cost of any and alt stich improvements must be borne solely by AmbrIdge. Further, the CO$t~ of any repairs necessitated by the oonstruction activities shall baboma solely by Ambrldge.
, (b) The partles understand and agree that HRC shall be responsible for those costs In an amount up to but not to exceed $95,000 ~sso()jated with the seismio upgrade mandated by the CIty of Portland. Ambridge agrees to bear all costs, if any, in ;excess of $95,doO for said seismio upgrade.
(0) The parties understand and agree that !-IRe nas made available for Inspection, and Ambridge has .actually inspected, the HVAC system for Its suitability for the uses contemplated by this' Agreement. Ambridge has represented. ihat the system fs suitable flas~j6" and shoUld not require any improvement or modification to acoommodate the needs of the building under Ambridge's management. However, In the event that Ambridge decides to modify or improve the HVAC system, it shaH do so at Its own (Ambridge's) expense; Ambridge agrees to maintain the·~wstem by replacing filters, provIding quarterly service, etc. (see paragraph 9 below), but the expense of any major repairs (e.g., fanure of a bqiler or heat unit) will be borne by HRC, unless it should be -detennined that the failure wal? dUE} to Ambridge's use of the HVAC system hi a way that exceeded the reasonable parameters therefor.
o 9. COSTS: (a) Ambridge shall pe r17spon5?ipl£;! for any and. all. oostsof its own operatIons, including but not limIted to labor, food, arid materials. (b) Ambridge shall also be responsIble for all "pennittlng" costs (e.g., permits, IIGens~s, fees, and the Ill<e) charged by any federal; state, or local governmentaf entity for the use Of the Genter. However, Ambridge shall not be rGsponslble for paying any portion of the City'a reoently imposed (on HRC) assessment for the UDS street car project, S~e also 'IT 8, abovel re the shared costs of the seismic. upgrade. (0) AmbrIdge shall be responslb!e.for any and aU costs of I'e.gular buildlnfj maintenanoe, includirlg - but not neoessarlly limited to .... (i) HVAC reg\.llar mElintenanC9 (includIng quarterly servipe and monthly water t~stlng), (tJ) oarpet cleaning, (iii) ffr~ safety Inspections, (iv) I~ndscape maintenance, (v) janitorial serVice, and (vi) floor mat oleanlng. Cd) Ambridge shalf also be re$p0r1sjble for the folfowrng specified costs: (0 all utiliti$3 (e.g., water, electrioity, telephones, etc.). (ii) painting (If dOl1~ at Ambridge's request), (Hi) normal office, and maintenance supplies (e,g" toilet paper. cleaning ,terns, etc.), and (Iv) operation of the Zamhonl machIne. However, Ambridge shall not be responsible for the ao~t of Einy n~eded reparrstothe Center's roof or the- HVAG aY€item in the event such repairs beoome necessl!\ry during the course of normal and reasonable use. In the event of any cI!spute, the partr~s agre~ that they will meet to discuss such matter{s) and will do their best to workout a reasonable solution.
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o 10. GENERAL RESPON8IBILl1Y: Aml:Jridge (Le., Its operations staff) will be responsible for everything assoojated with -the rental and use of the facilfties, including but not limited to (a) sfaffing (f.El., HRC wlll not provide staff for any event~): (b) break~owf1 of any existing setup, (0) setup, tear down and cleankup for events, and (d) fhe return of the room to the way it was found, regardless of whether the events are HRC or Ambridge events.
q 11. INSURANCE: Ambridge will provIde HRC with proof of comprehenSive genera! liability insurance polIoy with a minimum coverage of at least '$1,000,000 and a certiflcate showing-that HRC is an "additional insured." Ambridge shall defend and indemnify HR.C from, and reimburse HRC for, any cost, claim, [ass, ()f lIabUity arising out of ot related to any willful or negllgEmtactivity of Ambridge or AmbJidgeis employees, representatives, agents, or guests on the premises. or any condition of the premises; HRC shall have no liability to Ambridge for any injury, Joss, or damage caused by thh'd parties, or by any condition of the premises except to the extent caused by HRC's negligenoe 01' breach of a materiaf duty under this Agreement.
q 12. CONFIDENTIALITY: The parties agree to hold any infonnatlon learned about the other in the striotest of confidence and agree not to use any suoh information iTi an attempt to gain sales, marketing. financial or competitive advantage for them~elve$ ot for anyone else,
o 13. SECURITY: Ambridge will be responsible fot maintaining the security of the premises at arr times. .
.0 14. KITCHEN: AmbrIdge will have sole and exclusive control of the Center's kitchen. Ambridge will, howev~r. prov1de certain "kitchen items" - e.g., Goff~e, dishes, etc. -to HRC at reasonabfe times and expense to HF<C for !-IRe-scheduled parish events. See a/so paragraph 4(f) above.
o 16. FURNITURE, FiXTURES AND EQUIPMENT ('FF&EU): Ambridge shall have the right to use any arid all PF&E's currently on~site (i..e., In the Center), subject to the following re..'7trictlons: (a) HRC may, from time to time, reqllire the use of ~Qme (probably rarely more than 80 of 400) of the ohairs in the "big hall" for parish events; and (b) HRC intends to retain some, but not all, of the desks currentry situated in the Center's office area. The parties agree that a schedule of items of personal propertY will be -created and inoorporated Jater into thIS agreement as Exhibit A. Additionally, Ambridge agrees to provide HRC with 250 ohairs (Le" the gray chaIrs currently used by Ambridge) to be ul?ed and stored In HRC's Siena Hall. with the understanding that HRC will use these oh~irs on a regular basis in place. of chairs currently owned by HRC and that thl?se chairs w[lf sustain regular wear and tear Jiorrn~d for similar ohairs in a church h~1I envlronment.
o 16, MORALS CLAUSE: As a non-profit, reHgtous institution I HRC reserves the right to limit the use of its facilities to those individual$, groups, or entitles that do not . .
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promote or are otherwise identified with oauses or ideas that are contrary to the moral teachings of the Roman Catholic Church. I Because HRC has not waived arty of its rights as owner of iDe Center, this policy applIes to the use of the Center. as weIr as other property owned aAd controlled by HRC. Ambridge Ur1derst~nds this limitation and agrees that it wlll not allow the Center to be rented out to or otherwise used by any such individual, group, or enUty. Any questions regarding thfs matter shall be referred to the Pastor of HRC, and his decision thereon shaH ba final.
o 17, GOOD FAITH AND BEST EFFORTS: Both parties agree to act at all times In a spirit of good faith and fair dealing with each other. AmbrIdge agrees to usa jt~ best efforts to maximize the usage of and rental Income on the building.
o 18, EXISTING TENANTS: Pursuant to the partlerl understanding as memorialized in -thefr Memotandum of t)nderstandingJ HRC has gIven termination hotlces to two of its existing LRA tenants, viz., Pre-Paid LegaJ and Ecce Veritas. Because' liRe will lose the regular monthly rental income from Pre-Paid Legal following the termination of Its LRA on July 31,2008, Ambridge agrees that, beginning August 15, 2008, 'It will pay to HRC a monthly amount equal to the rental income .prev!Ollsty receIved by HRC from Pre:-Paid Legal unW December 1, 2008, when Ambridge assumes full control over the Center. The rental income from the Four Square Church Will continue to be owed by the Four Square Church and paid directly to HRC until December 1 J 2008, at which point the rental income paId by the Four Square Church to Ambridge becomes part of "the Income generated by Ambridge. It is understood and agreed that the Four Square Church will be entitled to continue renting spaoe at the Center until January 1, 2009, or later lf the Four Square Church and .Ambridge can come to mutually acceptable terms.
Q 19. OBSTRUCTIONS: Ambridge agrees that it will not encumber or obstruot. nor allow any other(s) to encumber or obstruct, the sidewalks 1n front, baak, or on the sides of the Center.
o 20. LlABlLlTY: The parties agree that HRC shall be exempt from any ~nd all liability for any damage or injury to person or property caused by or resultlng from l';lieam, electrlcity, gasl water, rain, ioe or snow, or any leak or flow fron'l or Into any part of the Center or from any damage or injUry caused by or due to the negligence of AmbrIdge or any of Ambridge's representatives, ~mployees, agents, or guests. In the event the Center' is damaged more than 30%, this Agreement is subject to termination unless the parties mutually agree othetwise.
o 21. 8)GNS~ Ambridge $hall have the right to place a Sign atapproprlafe 'location(s) (to be approved by HRC)i provided the sign(s) is (are) in compllanoe with all fe(i$ral, state) and locallawe.
o 22. ACCESS: HRG is entitled to and shall have access to the Center at all times, However, it is expressly understood and agreed that HRC will not unreasonably exercIse said right.
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" Q 23. RELIGIOUS SYMBOLS: The parties understand ,mld agree that Ambridge shalf have the right to cover or re.move any religious symbols situated in the Center, provided it Is done in $uch a way as to proteot fully said religious symbols, Ambridge agrees to provide suitable padding and a permanent cover {i.e., plywood 01' something similar} to the "donation wall" currently eXisting inside the double doors ,adjacent to the parking lot
1;:] 24. DAMAGE TO THE PREMISES: Ambridge shalf give HRC prompt written notice of any fire, accident. casualty, damage, or dangerous or defeotive oondltion.; If the fire or other casualty is oaused by an act Of neglect of Ambridge or Amb.ridge's employees, representatives, agents, or guests, then any needed repairs shall be made by Ambridge and at Ambridge's expenst?
o 25. DEFAULT: In the event elth~r party shall be deemed by the other party to be in defaUlt of any of its obligations under this Agreement, the aggrieved party shall so ,inform the other party promptly and in wrlUng. That party will thEm have a reasonable period of time, not to exceed seven (7) days (l.mlass otherwise agreed by the parties) in Which to cure said default
I:l' 26. NO WAIVER: The failure -of 'either party to inSist upon a strict and literal adherence to all of the terms of this Agreement shall not be construed by the other party as constituting a waiver of any rlghts or remedies due that party.
q 27. Bi'NDING NATURE OF AGREEM'ENT; It Is understood and agreed by the partlE)s that this AgreetrJen~ shall be bindIng upon the partles hereto and upon their respeotlve SUCCessors, heirs, assigns, executors, and administrators.
tJ 28. GOV~RNING LAWj JURISDICTION AND VENUE: The parties understand and agree that this Agreement shall be construed In accordanoe with and governed by the laws of the state of Oregon. The parties further understand and agree ihat the oourts and authorities of the State of Oregon and the federal district court having Venue for the City of Portland, County of MLiltnomah. State of Oregon, shall have sole and exclusive jur!sdictlon over any and all controversies that may arIse with respeot to this Agreement. While the parties will make every reasonable effort to resolve any' dispute between themselves short of litigation (e.g'l negotiE1tioni
mediation. or arbltratlon if mutually agreed upon), should litigation prove neoeSSaTY the prevailing party shall be entitled io recover its costs and a reasonable <:lttorney's fee therefor.
029. ENTIRE AGREEMENT: The parties understand and agree thatther6 are no other agreements, understandIngs, promises, or warranties between them relating 1Q tha subJ~Gt matter of this Agreement. This Agreement supersedes any and aU prior
- agreements, understandings, promises, or warranties, whether orat or written, between the parties, and is intended to and shall serve as a complete and ,exolusive statement of the agreement between the parties, No change or modlflcation of or to
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this Agreement shall be valid unless the same shall be in writing and signed by both parties hereto.
IN WiTNESS WHEREOF, the parties have set their hands and seals this ~l~day of October, 2008,
HOLYROS~5~HURGH ~,
~-' ~fu,d,;:.~~::::..t--l...L,.L....1 ~ (r{f. Name: Fr. Anthony~M.
~i!~~~: ~astor ~. ( {) r::l:.- . c52 '8
. llrn1J:1~l'nRS, INC. OSA AMI3RIDGE EVIENT CEr1TE~
Nam ; Alan Paters title: Owner ~~ Date: M Sf' ~
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NOTICE OF TERMINATION OF COMMERCIAL LEASE (WITHOUT CAUSE)
DATE:
TO TENANT(S):
ADDRESS:
NOTICE:
OWNER/AGENT:
ADDRESS:
SERVICE METHOD:
Alan Peters 300 N.E. Multnomah Portland, Oregon 97232
Ambridge Event Center 1333 N.E. MLK k Blvd. Portland, Oregon 97232
December 4, 2015
Alan Peters o/b/o Holladay Investors, Inc., d/b/a Ambridge Event Center, each in its individual capacity and collectively (hereafter referred to as "Tenant(s)")
1333 N.E. Martin Luther King, Jr. Boulevard, Portland, Oregon 97232 (hereafter referred to as "the Premises")
Pursuant to paragraph 2(c) of the "Agreement Between Holy Rosary Church and the Ambridge Event Center" (hereafter referred to as "the Agreement") Tenant(s) is/are hereby notified that the Agreement shall terminate on December 31,2016 at midnight at the end of the day ("hereafter referred to as ''the termination date"). Tenant(s) must vacate the Premises, deliver all keys to Owner/Agent and surrender possession of the Premises in first-class condition and broom clean no later than the tenninatioit date. Pursuant to pardgraph 26 oftne Agreement,· Tenant(s) must ieave behind in good condition all improvements and alterations installed, attached, or affixed to the Premises by or for Tenant(s) unless otherwise provided by prior written agreement. Tenant(s) shall also leave behind all personal property belonging to Owner/Agent.
Holy Rosary Church
375 NE Clackamas Street, Portland, Oregon 97232
Mailed to the following addresses via first class mail and certified mail with return
receipt requested on December 4. 20 IS:
Holladay Investors. Inc. c/o David E. Grein, Registered Agent 1030 SW Morrison St. Portland, Oregon 97205
Holladay Investors. Inc. 1333 N.E. MLK Blvd. Portland, Oregon 97232
All Occup.ants of 1333 N.E. Martin Luther King, Jr. Blvd. Portland, Oregon 97232
Holladay Investors Inc. Dohlg· busiuess as Ambi'idgt} Evtml Center 1333 N.B. Martin Luther King, Jr. Blvd. Portland, Oregon 97232
Alan Peters o/b/o Holladay Investors, Inc. d/b/a Ambridge Event Center 1333 N.E. Martin Luther King, Jr. Blvd. Portland, Oregon 97232
AMBRIDGE_000201
Exhibit C Page 1 of 1
