HomeMy Public PortalAbout2023.05.01 CIHM-SITPA Lease Agrmt-Bunkhouse RoomsLEASE AGREEMENT – The Bunkhouse 2nd Floor Rental Property – 1
LEASE AGREEMENT
The Bunkhouse 2nd Floor Rental Property
THIS LEASE is between CENTRAL IDAHO HISTORICAL MUSEUM, an Idaho
nonprofit corporation, whose address is P.O. Box 4341, McCall, Idaho 83638 ("Landlord"); and
SOUTHERN IDAHO TIMBER PROTECTIVE ASSOCIATION, an Idaho nonprofit
corporation, whose address is 555 Deinhard Lane, McCall, ID 83638 ("Tenant").
R E C I T A L S:
A. Landlord leases from the City of McCall (“City”) the real property and
improvements located at 1001 State Street, McCall, ID (“Museum Property”).
B. Landlord has the right to sublease the Bunkhouse 2nd Floor Rental Property (as
defined at Section 1 below) 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.
C. The parties desire to enter into a lease agreement defining their respective rights,
duties, and liabilities relating to the Bunkhouse 2nd Floor Rental Property.
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 portions of the Bunkhouse located on the
westerly portion of the Museum Property adjacent to State Street: 4 bedrooms, a common area
and bathroom located on the second floor of the Bunkhouse, together with access to the same from
the door on the east side of the building and the adjacent hallway and the stairwell to the second
floor (collectively “Bunkhouse 2nd Floor Rental Property”). Landlord shall retain the right of use
of the remainder of the Bunkhouse.
2. TERM OF LEASE. This Lease will commence effective May 1, 2023 for a two year
lease term; provided that the lease is seasonal, so it will include the months of May, June, July,
August and September of 2023 and 2024 (for a total of 10 months of occupancy). No other months
of the year are included in this lease without the prior written consent of Landlord. Tenant shall
surrender the premises to Landlord immediately on termination of the Lease. Landlord shall have
access to the Bunkhouse 2nd Floor Rental Property during the months that are not the subject of
this Lease; and, shall have access through the Bunkhouse 2nd Floor Rental Property as necessary
to access the third floor archives, with prior notice to Tenant.
3. RENTAL RATE. Tenant shall pay the sum of $500 per room per month, for a total of
$10,000 per year, payable in advance on or before May 1 of each calendar year during the term
for the succeeding year’s rental, for the term of this Lease. Notwithstanding the foregoing, Tenant
has constructed improvements making the Premises habitable, the cost of which are anticipated to
reach the sum of $20,000, which cost shall be applied against the rental rate. Landlord and Tenant
shall come to final agreement as the amount of the credit to allocate to tenant prior to May 1, 2023.
4. COVENANTS BY TENANT.
4.1 Sublease: Tenant shall have the right to rent the four rooms in the Bunkhouse 2nd
Floor Rental Property to its employees. If Tenant does not have enough employees needing to utilize
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LEASE AGREEMENT – The Bunkhouse 2nd Floor Rental Property – 2
the four rooms, it is authorized to work with the city of McCall to sublease rooms to its employees,
during the term of this Lease.
4.2 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
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.
4.3 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.
4.4 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.
4.5 Use of Premises: Use of the premises by Tenant shall be limited to residential use by
employees of Tenant or employees of the City of McCall, as described at Section 4.1 above. 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,
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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. Landlord shall be responsible for arranging and paying for all water and
sewer and electrical utility services required on the premises, and Tenant shall be responsible for
arranging and paying for all other utilities or services consumed or used by Tenant in connection
with Tenant’s occupancy of the leased premises.
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 Department
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.
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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.
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 between
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.
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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
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. 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.
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IN WITNESS WHEREOF the parties have executed this Lease Agreement as of the
Effective Date.
TENANT:
SOUTHERN IDAHO TIMBER
PROTECTIVE ASSOCIATION
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: 117AA44D-48D0-4F0A-BFF0-D37EB79FABB2
March 22, 2023 | 2:24 PM MDT
Chief Fire Warden
Paul Wagner
Amy Pemberton
Director/Secretary/Treasurer
March 22, 2023 | 5:51 PM PDT
March 23, 2023 | 9:28 AM MDT
Mayor
Robert S Giles BessieJo Wagner
March 24, 2023 | 8:14 AM MDT
City Clerk