Loading...
HomeMy Public PortalAbout2020-7-23 Pumphouse Books Lease Agrmt.docxLEASE AGREEMENT – The Pump House – 1 LEASE AGREEMENT The Pump House THIS LEASE is between Central Idaho Historical Museum, an Idaho nonprofit corporation, whose address is P.O. Box 4341, McCall, Idaho 83638 ("Landlord"); and Friends of McCall Library, an Idaho nonprofit unincorporated association, whose address is _____________________________ ("Tenant"). R E C I T A L S: 1. Landlord leases from the City of McCall (“City”) the real property and improvements located at 1001 State Street, McCall, ID (“Museum Property”). 2. Landlord has the right to sublease the Pump House to Tenant upon approval by the City. Landlord has authority to enter this Lease Agreement and has obtained all necessary approvals from the City as owner of the Museum Property, as evidenced by the Approval from the City below. 3. The parties desire to enter into a lease agreement defining their respective rights, duties, and liabilities relating to the Pump House. In consideration of the mutual covenants contained herein, the parties agree as follows: A G R E E M E N T: 1. DESCRIPTION OF THE PREMISES. Landlord hereby subleases to Tenant and Tenant hereby hires from Landlord the following-described property: the small structure known as the “Pump House”, which was historically the SITPA gas station for the historical museum site, and is located along the westerly portion of the museum property located at 1001 State Street, McCall, Idaho. Said Pump House structure together with the underlying real property and any and all other improvements thereon shall hereinafter be referred to as the “Pump House” or the “Premises”. 2. TERM OF LEASE. This Lease will commence effective January 1, 2020 for a one year lease term, which lease term shall renew annually on January 1 of each year thereafter for an additional one year term, unless terminated by either party as specified herein. This lease may be terminated by either party at any time upon Ninety (90) days' advance written notice to the other party. Tenant shall surrender the premises to Landlord immediately on termination of the Lease. 3. RENTAL RATE. Tenant shall pay the sum of $600 per year, payable in advance on or before January 31 of each calendar year during the term for the succeeding year’s rental, for the term of this Lease. Notwithstanding the foregoing, the rent due in January 2020 is waived due to the impacts of the COVID-19 pandemic. Landlord shall notify Tenant of any increase in rental rate, in writing, at least ninety (90) days prior to the date that such increase is to take effect. Time is of the essence in the payment of said rental obligations; and, payments shall be made to Landlord at the address specified above, or at such other place as Landlord shall designate in writing, without demand, and without counterclaim, deduction or set-off. 4. COVENANTS BY TENANT. 4.1 Conformance To Laws/Regulations: Tenant shall use all reasonable caution to prevent waste, damage or injury to the Premises, and shall, in the use and occupancy of the Premises, conform to all laws, orders and regulations of the Federal, State and Municipal governments, or any of their departments, and laws and regulations of the Idaho and McCall Fire Department applicable DocuSign Envelope ID: EC0C36E4-9A85-403F-9BC5-3A15D9272B91 218 Park St. McCall, Id 83638 LEASE AGREEMENT – The Pump House – 2 to the Premises. Tenant is solely responsible for obtaining all approvals from the City of McCall for its particular use of the Premises in conformance with the McCall City Code. 4.2 Insurance: Tenant shall immediately obtain and maintain in good standing a Business Owner's/Renters Insurance policy, including coverage as follows: (a) Bodily Injury and Property Damage Liability Insurance adequate to protect Landlord. Such insurance at all times shall be in an amount of not less than One Million and No/100 Dollars ($1,000,000) combined single limit for bodily injury and property damage. The limits of such insurance shall not limit the liability of Tenant. (b) Coverage of contents, to their full insurable value, against fire, theft, and other reasonably insurable events. Upon demand, Tenant shall provide Landlord with a copy of the policy. Landlord shall procure and maintain fire, windstorm and extended coverage insurance on the Premises. 4.3 Prohibitions: Tenant shall not, without Landlord's prior written consent: (a) Permit the accumulation of waste or refuse matter; or, (b) Assign, mortgage, pledge or encumber this Lease, in whole or in part, or underlet the Premises or any part thereof, without the prior written consent of Landlord and the City. An assignment, subletting, concession, or license without the prior written consent of Landlord and the City, or an assignment or subletting by operation of law, shall be void and shall, at Landlord’s and/or the City’s option, terminate this lease. This covenant shall be binding upon the legal assigns and representatives of Tenant and upon every person to whom Tenant's interest under this Lease passes by operation of law. 4.4 Use of Premises: Use of the premises by Tenant shall be limited to collection, organization and sale of recycled books. Any other use must be approved by Landlord in writing, which approval may be withheld for any reason. 5. IMPROVEMENTS. Tenant shall make no alterations to the buildings on the Premises or make any improvements on the Premises without the express written consent of Landlord. All improvements made by Tenant to the Premises, which are so attached to the Premises that they cannot be removed without material injury to the Premises shall become the property of Landlord upon installation. Not later than the last day of the term of this Lease Tenant shall, at Tenant’s expense, remove all of Tenant’s personal property and those improvements made by Tenant which have not become the property of Landlord, repair all injury done by or in connection with the installation or removal of said property and improvements, and surrender the Premises in as good condition as they were at the beginning of the term, reasonable wear and damage by fire, the elements, casualty or other cause not due to the misuse or neglect by Tenant or Tenant’s agents, servants, invitees or licensees excepted. All property of Tenant remaining on the Premises after the last day of the term of this Lease shall conclusively be deemed abandoned and may be removed and stored and/or disposed of by Landlord. The cost of such removal, storage and/or disposal shall be deemed additional unpaid rent owing by Tenant to Landlord. 6. UTILITIES. Tenant shall be responsible for arranging and paying for all utility services required on the premises, and all other utilities or services consumed or used by Tenant in DocuSign Envelope ID: EC0C36E4-9A85-403F-9BC5-3A15D9272B91 LEASE AGREEMENT – The Pump House – 3 connection with Tenant’s occupancy of the leased premises. Said utilities include, but are not limited to, electric, as well as telephone and internet if desired, and as well as snow removal if winter access is desired. 7. MAINTENANCE AND REPAIR. Tenant shall use all reasonable caution to prevent waste, damage or injury to the Premises, and shall, in the use and occupancy of the Premises, conform to all laws, orders and regulations of the Federal, State, and Municipal governments, or any of their departments, and laws and regulations of the Idaho and McCall Fire Dep artment applicable to the Premises. Tenant shall, at its sole expense, keep and maintain the leased premises and appurtenances in good and sanitary condition and repair during the term of this lease and any renewal of this lease. Landlord shall make all reasonably necessary repairs to the Premises, except where the repair has been made necessary by misuse or neglect by Tenant or Tenant's agents, servants, invitees, visitors or licensees. 8. INSPECTION OF PREMISES. During the pendency of this Lease, or any renewal hereof, Landlord and the City shall have the right to enter the Premises at reasonable times during business hours, for the purpose of inspecting the condition thereof. 9. SUBORDINATION OF LEASE. This lease and Tenant's leasehold interest under this lease are and shall be subject, subordinate, and inferior to the lease between Landlord and the City, as well as any liens or encumbrances now or hereafter placed on the premises by Landlord and/or the City, all advances made under any such liens or encumbrances, the interest payable on any such liens or encumbrances, and any and all renewals or extensions of such liens or encumbrances. 10. SURRENDER OF PREMISES. At the expiration of the lease term, Tenant shall quit and surrender the premises in as good state and condition as they were at the commencement of the lease, reasonable use and wear and damages by the elements excepted. 11. EMINENT DOMAIN. If the Premises, any part thereof or any estate therein, be taken by virtue of eminent domain, this Lease shall terminate on the date when title vests pursuant to such taking, the rent and additional rent shall be apportioned as of said date and any rent paid for any period beyond said date shall be repaid to Tenant. Tenant may file such claims against the condemnor for any taking of Tenant's leasehold interests as Tenant deems proper. 12. BREACH/DEFAULT. Tenant shall have breached this Lease and shall be considered in default hereunder if, after the date first hereinabove noted, (1) Tenant files a petition in bankruptcy or insolvency or for re-organization under any bankruptcy act, or makes an assignment for the benefit of creditors, (2) involuntary proceedings are instituted against Tenant under any bankruptcy act, (3) Tenant fails to pay any rent when due and does not make the delinquent payment within three (3) working (i.e. postal) days after the giving of notice thereof by Landlord, or (4) Tenant fails to perform or comply with any material covenants or condition of this Lease and does not cure said default within thirty (30) days after the giving notice thereof by Landlord, it being understood that only three (3) days' notice shall be required in the case of a nonpayment of rent. Notice of default shall also be delivered to Tenant's business or posted thereon. If Tenant breaches any material covenant or condition of this Lease, Landlord may, on reasonable notice to Tenant, (except that no notice need be given in case of emergency), cure such breach at the expenses of Tenant and the reasonable amount of all expenses, including reasonable attorneys' fees, incurred by Landlord in doing so (whether paid by Landlord or not) shall be considered rent due on the date of the next regularly scheduled rent installment. DocuSign Envelope ID: EC0C36E4-9A85-403F-9BC5-3A15D9272B91 LEASE AGREEMENT – The Pump House – 4 13. DEFAULT REMEDIES. In the event of an uncured breach of this Lease as set forth in Section Twelve, the non-exclusive rights of Landlord shall be as follows: 13.1 Termination: Landlord shall have the right to cancel and terminate this Lease, as well as all of the right, title, and interest of Tenant hereunder. No notice in addition to the notice required by Section Twelve hereinabove shall be required to effectuate Landlord's rights in this regard. On expiration of the time fixed in the notice, this Lease and the right, title and interest of Tenant hereunder shall terminate in the same manner and with the same force and effect, except as to Tenant's liability, as if the date fixed in the notice of cancellation and termination were the end of the term herein originally determined. In case of termination, the provisions of this Lease regarding damages, fees and costs shall survive termination of the Lease. 13.2 Specific Performance: Landlord shall have the right to sue for specific performance by Tenant of Tenant's obligations hereunder, together with expenses, damages, fees and costs incurred by Landlord. 13.3 Damages: Landlord shall have the right to collect from Tenant all expenses, costs, fees and damages reasonably incurred by Landlord as a result of Tenant's breach. 13.4 Remedies Cumulative: The aforesaid remedies, as well as any other remedies allowed by Idaho law, which are preserved in Landlord, shall be cumulative and non-exclusive, except as is otherwise prescribed by Idaho law. 14. BINDING EFFECT. The covenants and conditions contained in this lease agreement shall apply to and bind the heirs, legal representatives, and assigns of the parties, and all covenants are to be construed as conditions of this lease. 15. GOVERNING LAW. It is agreed that his lease agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Idaho. Venue for any proceedings involving this Lease shall be in Valley County. 16. TIME OF THE ESSENCE. It is specifically declared and agreed that time is of the essence of this Lease Agreement. 17. ATTORNEY FEES. In the event that any judicial action is filed in relation to or stemming from the breach, application, interpretation, or enforcement of this Lease, then the prevailing party in such action shall be entitled to collect his or her attorney’s fees and costs incurred, including attorney’s fees and costs incurred prior to the filing of litigation and on appeal. “Action” for purposes of this section shall include, but not be limited to, arbitration and/or mediation b etween the parties. 18. ENTIRE AGREEMENT. This Lease Agreement shall constitute the entire agreement between the parties. Any prior understanding or representation of any kind preceding the date of this Lease Agreement shall not be binding upon either party except to the extent incorporated into this Lease Agreement. 19. MODIFICATION OF AGREEMENT. Any modification of this Lease Agreement or additional obligation assumed by either party in connection with this Lease Agreement shall be binding only if evidenced in a writing signed by each party or an authorized representative of each party, as well as the City. 20. WAIVER OF PERFORMANCE. The failure of Landlord to insist on strict performance of any covenant or condition hereof or to exercise any option herein contained shall not be DocuSign Envelope ID: EC0C36E4-9A85-403F-9BC5-3A15D9272B91 LEASE AGREEMENT – The Pump House – 5 construed as a waiver of such covenant, condition or option in any other instance. This Lease cannot be changed or terminated orally. 21. LIENS, CLAIMS. Tenant shall pay, when due, all sums of money that may become due or purportedly due for any costs, labor, services, materials, supplies or equipment alleged to have been furnished or to be furnished to or for Tenant in, at, upon or about the Premises and which may be secured by any mechanic's, materialman's or other lien against the Premises or Landlord's interest in the Premises; and, Tenant shall cause each such lien to be fully discharged and released at the time performance of the obligation secured matures or becomes due. Tenant shall and hereby does agree to hold Landlord harmless and does indemnify Landlord for and regarding any claims, expenses, fees or liability of any kind incurred by Landlord as a result of Tenant's non-compliance with this covenant. 22. NOTICES. Any notice by either party to the other shall be in writing and shall be deemed to be duly given only if delivered personally or mailed by registered or certified mail in a postpaid envelope addressed to the respective party at the address listed at the first of this Lease, or at such other addresses as Tenant or Landlord may designate in writing. Notice shall be deemed to have been duly given, if delivered personally, upon delivery thereof; and if mailed, upon the third day after the mailing thereof. 23. HEIRS, ASSIGNS. The terms of this Lease shall be binding on and inure to the benefit upon both parties, their respective heirs, transferees, successors and assigns. 24. INDEMNITY. Tenant hereby releases Landlord and the City from any liability regarding and agrees to defend, pay, indemnify and hold Landlord and the City harmless from and against any and all claims, demands, fines, suits, actions, proceedings, orders, decrees, judgments and liabilities of every kind, and all reasonable expenses incurred in investigating and resisting the same (including reasonable attorneys’ fees), resulting from or in connection with loss of life, bodily or personal injury or property damage (i) occasioned wholly or in part through the use and occupancy of the Premises or any improvements therein or appurtenances thereto, or (ii) occasioned by any act or omission or negligence of Tenant or any assignee, subtenant, concessionaire or licensee of Tenant, or their respective employees, agents or contractors, or (iii) sustained by the person, goods, wares, merchandise or property of Tenant, its employees, invitees or customers, or any other person in or about the Premises. Tenant, upon notice from Landlord and/or the City, shall defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and/or the City. Tenant, as a material part of the consideration to Landlord, hereby waives all claims in respect thereof against Landlord and the City. 25. PREPARATION OF DOCUMENTS: Landlord has retained the law firm of Millemann Pemberton & Holm LLP (“MPH”) to prepare this Agreement. MPH currently represents both Landlord and Tenant on other matters. MPH believes that it can provide competent and diligent representation to Tenant on such other matters, despite representing Landlord in the preparation of this Agreement. By their signatures below, both Landlord and Tenant waive and release any conflict of interest related thereto. All parties acknowledge that MPH represents only Landlord in this matter and cannot represent the interests of Tenant in any way. Therefore, Tenant understands that it should consult independent legal counsel prior to signing any documents in the event that Tenant has any questions concerning the same. DocuSign Envelope ID: EC0C36E4-9A85-403F-9BC5-3A15D9272B91 LEASE AGREEMENT – The Pump House – 6 IN WITNESS WHEREOF the parties have executed this Lease Agreement as of the Effective Date. TENANT: FRIENDS OF THE MCCALL LIBRARY By: Print: Title: Date: LANDLORD: CENTRAL IDAHO HISTORICAL MUSEUM By: Print: Title: Date: APPROVED BY: THE CITY OF McCALL By: Print: Title: Date: DocuSign Envelope ID: EC0C36E4-9A85-403F-9BC5-3A15D9272B91 BessieJo Wagner City Clerk March 12, 2021 | 11:02 AM MST Mayor Bob Giles March 4, 2021 | 8:52 AM MST President March 10, 2021 | 10:18 AM MST Jerry Randolph March 3, 2021 | 4:07 PM PST Julie Grove President CIHM