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HomeMy Public PortalAboutSeetin Lease/Purchase THIS made and entered into effective as of the first day of January, 1987, by and among W. O. J. SEETIN and JEANETTE M. SEETIN, husband and wife (hereinafter "Landlord"), and THE CITY OF McCALL, a municipal corporation of the State of Idaho (hereinafter "Tenant"). LEASE AND OPTION TO PURCHASE (hereinafter /'~ease } is ~/ ~~ WITNESSETH: ARTICLE I LEASED PREMISES Landlord, in consideration of the rents hereinafter reserved and of the covenants and agreements on the part of Tenant hereinafter set forth and contained, by these, presents, does demise and lease unto Tenant, and said Tenant does hereby take and liire from' Landlord, the real property and improvements (hereinafter the "premises"), which said premises are described on Exhibit A attached hereto and'incorpora'ted herein by reference, together with all the easements, rights, privileges and appurtenances thereunto belonging or in any way appertaining, and together with the building and improvements, Including parking facility improvements constructed thereon. The improvements shall not include property of Tenant or the propane tank. Tenant may, at its expense, cause a survey to be made of the real property described In Exhibit A. If the survey conflicts with the description of the real property described tn Exhibit A, and Landlord, Tenant and Mountain Title & Escrow, Inc. agree in writing that the survey is accurate and complete, Landlord and Tenant shall take such action as may be reasonably required to substitute and/or correct the description of the real property in this lease and documents exhibited to or referenced In the lease. ARTICLE II TERM TO HAVE AND TO HOLD the demised premises for a term of twelve years, beginning on the first day of January, 1987, and ending on the thirty- first day of December, 1996, unless sooner terminated or cancelled as hereinafter provided, at the fixed net rental for the term of the lease in the amount of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), payable in equal annual installments of. TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00), in advance, on or before the second day of January of each year in the term set forth hereinabove, and such additional rental as Is hereinafter provided for, upon the terms, covenants, conditions and agreements in this lease set forth. All amounts payable as rental shall be paid at the of flee of the Landlord as set forth above or to such other person or person~ and a~ such other places and In such proportions as Landlord shall from time to time designate by written notice to Tenant. ARTICLE III NET RENT The term "net rent" as used herein shall, for all purposes, mean a net return to Landlord of the amount thereof, undiminished by taxes, water rents, sewer rents or charges, assessments or governmental charges or levies of any kind or nature whatsoever, and, undiminished by any cost or payment for the maintenance, operation, repair, upkeep, renewal, improvement, alteration or reconstruction of the building and/or appurtenances thereto now or at any time during the term of this lease. Nothing herein shall obligate Tenant to pay any part of any franchise, inheritance, Income or profits tax which is, or may be, Imposed upon Landlord, their successors, legal representatives or assigns unless such taxes shall be levied upon the rents herein reserved in place of or in the nature of taxes upon the demised premises. ARTICLE IV COVENANTS TO BE PERFORMED BY TENANT Tenant covenants as follows: A. Payment of Net Rent: To pay Said fixed net rent, and any additional rental herein provided for, punctually when due hereunder; B. Late Payment: If rent is five days or more late, whether with or without notice, Tenant shah pay, in addition to the rental due, interest on the rental amount in arrears from the date it was due, at an interest rate of eighteen percent (18%) or the highest legal rate permitted by the laws of the state of Idaho, whichever is less, which interest will continue to accrue until the rent and all other amounts which may be in default are paid; C. Maintenance and Repairs: At Tenant's cost, to keep said premises in good condition, in safe and proper repair, to make aH repairs, both inside and outside, ordinary and .extraordinary, whether or not such repairs shall be of structural nature; and to put and keep the sidewalks and curbs adjacent thereto in like repair and free from snow, Ice or encumbrances; and when used in this subdivision the term "repairs" shall include replacement and renewals when necessary, and all such repairs shall be of good workmanlike · character. D. Laws, Ordinances and l{egulatlons: At Tenant's cost, promptly to comply with all laws, zoning regulations and ordinances, and every notice, requirement, order or regulation (whatever the nature thereof may be), now or hereafter enacted, of the United States, State of Idaho, and of any authority, department or bureau thereof, and of the Board o£ Fire Underwriters or any other body having similar functions or of any Insurance company Insuring Landlord on policies secured by Tenant, affecting the premises or with respect to any vault, sidewalk or other space or encroachment in, under or over any street or avenue ad]oining the demised premises, including any existing at or before the commencement of the demised term, and also all reasonable requirements of the holder of the first mortgage In connection with the maintenance of the property, whether or not any of the foregoing be within the contemplation of the parties hereto; E. Use of Premises: Not to use or occupy the premises, or any part thereof, nor to permit the same to be used or occupied, for any unlawful purpose; or in any way which would make void and voidable any insurance then in force at the demised premises; F. Examination of Premises:' To permit Landlord, or their agents, and the first mortgagee, Its agents or representatives, to enter and examine the premises, at such reasonable times, and under such reasonable conditions as may be requested by Landlord; G. Outlay by Landlord: Not to call upon Landlord for any disbursement or outlay during the term, Unless in this Instrument speciflcaHy provided for; H. Return of Premises: At the expiration or termination of the demised term, peaceably to surrender the premises, with all improvements and additions thereto, broom-clean and in good condition, wear and tear excepted, without notice of any kind, all notice to quit or vacate hereby being expressly waived, any law, usage or custom to the contrary notwithstanding; I. Indemnification of Landlord: Landlord shah not be responsible for any defect, latent or otherwise, in the premises, or change of conditions in the premises, or for any damage to the same or to any person, or to goods or things contained therein, by reason of any matter or thing whatsoever, Tenant assuming all.the risk and responsibility with reference to the present or future condition, te'nantabHlty, management, operation or control of premises, and Tenant will promptly indemnify and save and hold Landlord harmless of and from all fines, suits, proceedings, claims, demands and actions, of any kind or nature Whatsoever, brought by anyone whomsoever, arising or growing out of, or in any wise connected with the occupation, maintenance, control or use of the premlses or the streets or sidewalks adjoining the same, or by reason of any breach, violation or non-performance of any covenant, condition or agreement hereof on the part of Tenant; J. Removal of Ltens: Within thirty (30) days after notice of the filing thereof, to discharge any mechanics' lien or liens, which may be fled against the premises by reason of work, labor, services or materials performed for, or furnished to Tenant or its representatives, or anyone holding or claiming the demised premises or any part thereof through or under Tenant; I(. Shoring: In the event that an excavation shah be made for building or other purposes upon land adjacent to the premises, or shah be contemplated to be made, Tenant shall, upon request of Landlord, afford to the person or persons causing or intending to cause such excavation to be made, license to enter upon the premises for the purpose of doing such work as may be necessary to preserve the buildings on the premises to support the same, by proper foundations; L. Remedies: In respect of the non-payment of any Item, or of additional rent, anywhere in this lease provided for, Landlord shah have aL the rights and remedies (Including any Summary'or other remedy now or hereafter existing), as Landlord has, or may have in respect of the non-payment of the fixed net rent; and any reference to "rent" anywhere in this instrument, shaU include both fixed and additional rent hereunder, unless otherwise specifically provided for; M. 'Acceptance of Premises: Tenant accepts the premises subject to the Present or future physical condition and location of any part thereof, and to any state of facts which either an accurate survey or personal inspection might reveal; N. Title: Tenant shah have no power, and nothing herein contained shall be construed .as giving Tenant power, to do any act or make any contract which may create or be the foundation of any lien upon the estate, reversion or other interest of Landlord, or of the present or any future owner of the premises; O. Landlord's Remedies: Any right or remedy of Landlord hereunder, or at law, in equity or otherwise, upon any breach by Tenant, shall be distinct, separate and cumulative, and no one of them, whether exercised by Landlord or not, shall be deemed to be in exclusion of any other; P. Further Assurances: Except as hereinafter provided, neither the destruction of, nor injury or damage to, improvements at any time on the premises, whatever the cause, shall terminate, or Invalidate this lease, and the rent and additional rent shall be paid by Tenant to Landlord without any claim for any reduction or diminution of rent or other expense whatsoever except as is otherwise provided for herein. ARTICLE V TITLE INSURANCE; POSSESSION; EXISTING LEASES A. Title Insurance: Landlord agrees, within ten days from the execution date hereof, to furnish to Tenant a title policy from Mountain Title & Escrow, Inc., Cascade, Idaho, in the amount of $187,000.00, or such other amount as Tenant may elect, with said title policy insuring title to the property in accordance with that certain commitment no. BE 133901, dated October 2, 1986, subject to the deletion of exception no. 8, the permitted addition of any interest that Tenant may have pursuant to this lease and option, and further subject to rights of tenants in possession. Landlord shah be responsible for that portion of the premium for the title insurance equal to a premium on a $25,000.00 policy, and Tenant shall be responsible for the balance of the title insurance premium. B. Possession: Possession of the premises shall be delivered to Tenant on January 1, 1987, and Tenant shall be entitled to remain in possession thereof until this lease expires or is for any reason sooner terminated, subject, however, to rights of tenants in possession. It is specifically acknowledged LEASE AND OPTION TO PURCHASE, p. 3 that Landlord reserves the right to store his personal property presently located upon the premises until such time as Tenant vacates the property located at 503 Park Street, McCall, Idaho, and furnishes to Landlord, without charge, up to 75 man hours of labor and up to ten equipment hours to assist Landlord in relocating said personal property to the premises at 503 Park Street. C. Existing Leases; Assignment: It is specifically understood and agreed that possession of said premises Is subject to the following existing and outstanding leases: 1. U.S. Government Lease for Real Property Number (Neg.) 57- 84MB-2-0051, dated May 1, 1982, wherein Jack Seetln or Jeanette Mi Seetin are Lessors, and the United States of America is Lessee, covering the premises described as follows: 3780 square feet of net usable radio, automotive and heavy equipment repair shop space, comprising entire building, plus a new addition of 1500 square feet, together with 8000 square feet of adjacent fenced parking area and a loading dock and ramp for unloading heavy equipment o/~ a site located at Park Street and old Highway 15, McCall, Valley County, Idaho; situated in the Northwest Quarter of the Southeast Quarter and Lot 3, Section 9, Township 18 North, Range 3 East, Boise Meridian. 2. Lease Agreement dated June 1, 1981, wherein William Oliver Jackson Seetin and Jeanette Marie Seetin, husband and wife, are referred to as "Landlord," and Cablevislon of McCall, Inc., an Idaho corporation, is referred to as "Tenant," covering a small tract tn the northeast corner of the leased premises. Landlord does hereby transfer, set over and assign to Tenant all right, title and interest of Landlord In and to both of the leases above described, together with the right to collect and receive all rentals on such leases due and payable from and after January 1, 1987, pursuant to and in accordance with that certain Assignment and Assumption of Existing Leases, a copy of which is attached hereto as Exhibit B. Provided, however, that Landlord reserves the right to receive free television signals as provided in said lease to Cablevision of McCall, Inc. Landlord further agrees to notify the lessee and tenant above named, tn writing, of this assignment, and inform them that all rents for the respective premises from and after January 1, 1987, shall be paid to Tenant herein. Landlord shah furnish Tenant with a copy of each such written notice. AI%TICLE VI ADDITIONAL RENT A. Costs and Expenses: All costs and expenses which Tenant assumes anywhere In this lease, shah be additional rent. Upon default by Tenant, any such costs and expenses, at Landlord's option, immedlately, or at any time thereafter, shall become due and payable by Tenant, as additional rent. Furthermore, If Tenant shah fall to make any of the payments required of Tenant, or shall fall to perform or to comply with any of the provisions, on Tenant's part to be compiled with and performed, Landlord, at Its option, but without obligation so to do, may make such payments, or any of them, or may comply with such provisions or a.ny of them, and any and all sums expended by Landlord, with interest thereon from the date of such expenditure, shall be additional rent and, at Landlord's option, may be Immediately, or at any time thereafter, due and payable or added to the rent due, at the time such expenditures are made, or to any installment of rent thereafter becoming due. But any such payment by Landlord shall not be deemed a waiver of Tenant's default or shall affect any remedy by Landlord hereunder, by reason of such default. B. No Waiver of Remedies: Acceptance of Landlord of any sums, either for rent or for use or occupancy of the whole or any part of the premises, from anyone other than the specifically named Tenant herein, shall LEASE AND OPTIOM TO PNRCHASE, p. 4 not be, nor shall it deemed to be a waiver of any of the Landlord's rights and remedies hereunder. Failure of Landlord to insist, In any instance, upon performances of any provisions of this lease, or to exercise any option herein, shall not be construed as waiving for the future, any such provision or option; and the receipt of any monies or rent, of whatsoever nature, whether the rent be that specifically reserved, or that which may become payable under any provision herein, or whether the same be received from Tenant or from anyone claiming under or through Tenant, or otherwise, shall not be deemed to operate as a waiver by Landlord to enforce the payment of rent or charges, of any kind, previously due, or thereafter becoming due, or the right to terminate this lease and to recover possession of the premises, by summary proceedings or otherwise, or to exercise any of the rights or remedies reserved to Landlord, or which Landlord may have at law, in equity or otherwise. C. Taxes and Assessments: As a part of the additional rent to be paid by Tenant, Tenant agrees that Tenant shall and will, during the term aforesaid, pay all duties, taxes, charges for water, sewer rents, rent for water in any building or buildings, now or hereafter erected on said premises, or any part thereo£ (including all charges £or installing and repairing water meters now placed or hereafter required to be placed in any part of said premises), assessments and other charges of any kind or nature, extraordinary as weH as ordinary, general or special, foreseen as well as unforeseen, which shall, prior to or during the term he~'eby demised, be laid, levied, assessed or imposed upon, or become due and payable, or become liens upon the said premises, or any part thereof, the leasehold estate hereby created, the sidewalks or streets, or vaults, if any, In front of, or adjoining the demised premises, by virtue of any present or future law, order, ordinance, requirement or demand of any Federal, State or local governmental agency, or of any department, office or bureau thereof. All the said real estate taxes, if any, and all charges for water, sewer rents, water meter charges, assessments, and other payments required to be made hereunder by Tenant, shah be paid by Tenant not later than five (5) business days before any interest or penalty shall accrue upon the same and before the end of any grace period allowed or permitted for the payment thereof without penalty. All real estate taxes, if any, water rates and sewer rents shall be apportioned for the last year of the term of this lease, so that Tenant shall be obligated to pay only such proportion thereof, in said year, as the number of months covered by the term of this lease In said year bears to the total number of months for which such taxes, wat6r rates and · sewer rents were levied. It is specifically agreed that Landlord shall be responsible for the payment of 1986 taxes and assessments levied against the premises. If, at any time during the 'term of this lease, the premises, or any part thereof, shall be affected by an assessment or assessments, which are or may become payable in annual installments, of which the first installment Is then a charge or lien, or has been paid, then, for the purpose of this lease, the unpaid installments of any such assessment, including those which are [o become due and payable after the termination of the term hereby demised, shall not be deemed to be due and payable, until such time as the installment becomes a charge or lien upon the premises, but shall be paid by Tenant on the date when the same becomes due and payable, together with any interest or penalty thereon, to the date of such payment, except as to such Installments which become due and payable after the termination o£ the lease, in which event Tenant shall be under no obligation to pay such latter installment. It is agreed that any single assessment shall not be spread beyond a term o£ ten annual installments under the provisions of this paragraph. In any suit or proceeding, of any kind or nature, arising or growing out of the failure of Tenant to keep this covenant, the certificate, bill, demand or receipt of the official or department charged with Its collection, showing that such tax, water rate, sewer rent, water meter charge, assessment or other charge affecting the premises is due and payable, or has been paid by Landlord after Its due date, shall be prima £acle evidence of a breach of this covenant by Tenant. Tenant shah have the right to contest or review, by legal proceedings, or in such other manner as it deems suitable (which, if Instituted, shah be conducted promptly at Tenant's own expense, and free of expense to Landlord), any tax, water rate, sewer rent, water meter charge, assessment or LEASE AND OPTION TO PURCHASE, p, 5 governmental charges, or other charges, assessments, regulations or other matter of whatsoever nature in any way herein referred to, or otherwise arising, but such contest or proceedings shall not postpone the payment of any sald charge; and If the same shall, as a result of such proceeding, at any time, be reduced, cancelled or to any extent discharged, Landlord, If Landlord shah receive any refund of any amount paid by Tenant, shall return to Tenant, the amount of said refund, including the Interest, penalties and other charges directed to be paid In such adjudication. ARTICLE VII ASSIGNMENT AND SUBLETTING Tenant shall not assign thts lease or any of their rights therein, or sublet more than eighty percent (80%) of the leased premises, without the written consent of Landlord having been first obtained, which consent shali not be unreasonably withheld. With respect to the assignment o£ Tenant's option rights hereunder, Landlord may, in its sole discretion, arbitrarily withhold any consent. ARTICLE VIII INSURANCE Tenant, at Its own cost and expense and throughout the term, shall maintain insurance with respect to the premises, of the following type and in the following amounts: A. Fire insurance with extended coverage, in an amount not less than the full insurable value of the premises (excluding excavatlons and foundations) as the same may be determined at not less than three (3) year intervals by a responsible appraiser designated and paid for by Landlord, but in any event in an amount sufficient to prevent Landlord or Tenant from becoming a co-insurer within the terms of the applicable policies. This paragraph shall not be construed to require Landlord to cause any reappraisal to be made. B. Public liability Insurance protecting Landlord against all claims for personal injury, death, and property damage occurring upon, in, or about the demised premises and the adjoining sidewalks, streets, roads and passageways, with limits of at least $500,000 per occurrence for bodily injury and property damage liability. Notwithstanding Tenant's duty to carry the aforesaid insurance, Tenant covenants to indemnify and save harmless Landlord from and against any and all claims arising from the occupancy of the premises, the conduct or management of or from any work or thing whatsoever done in or about the premises, or arising from any damage to any person or property occurring during the term of the lease on or about said premises, and from and against all costs, counsel fees, expenses, and liabilities incurred in or about any such claim or action or proceeding brought thereon. All such insurance carried by Tenant as required under the provisions of subparagraphs A and B shall be carried in favor of the Landlord and Tenant as their respective Interests may appear. Tenant shall deliver to Landlord all policies of insurance with evidence by stamping or otherwise of the payment of the premiums thereon and shall deliver to Landlord renewals thereof from time to time at least ten (10) days prior to the expiration of any similar policy then expiring. All policies shall provide that the same cannot be cancelled by Tenant without the written consent of Landlord first obtained. Tenant shall neither knowingly do nor suffer anything to be done whereby any of the insurance required by the provisions thereof shall or may be invalidated in whole or in part. Tenant agrees not to maintain any insurance policies required by the provisions thereof which do not include Landlord as its interests may appear. All Insurance policies required under the provisions thereof shall be valid and enforceable poltctes and shall be written in companies licensed to write insurance in the State of Idaho. LEASE AND OPTION TO PURCHASE, p. 6 ARTICLE IX DAMAGE OR DESTRUCTION OF PREMISES Anything herein to the contrary notwithstanding, in the event that the premises or any improvement at any time upon the premises is destroyed by catastrophe, including war, insurrection or earthquake, then, and in such event, Tenant shall not be required to rebuild the premises nor restore the same to its previous condition, but such destruction shah not relieve Tenant from its obligation to pay rent hereunder. However, Tenant may, at its option, rebuild the same. If the premises or any improvement at any time upon the premises shall be otherwise damaged or destroyed, and as often as the same shah occur, Tenant shah promptly notify Landlord thereof, and the same shah be promptly replaced, repaired and rebuilt by Tenant at its own cost and expense, In such manner as to restore the improvement as near as reasonably possible to the condition prior to such damage and without any outlay whatsoever from Landlord. Any insurance money, If available, shah be used in connection with such restoration. ARTICLE X FIRE INSURANCE In 'the event that the premises or any part thereof are made untenantable as a result of any fire or other damage or destruction to tile premises, the provisions of this lease shall be unaffected, and Tenant shah remain and eonttnue liable for the payment of the fixed rent and additional rent and all other charges by Tenant payable under any of the provisions hereof as though no damage had occurred to the premises, except that fixed rent and additional rent shall abate only to the extent o£ the proceeds of rent insurance, If any, furnished by Tenant and received by Landlord. ARTICLE XI CANCELLATION Tenant shall have the right to cancel this lease at any time during the term hereof so long as it has not committed a default under tile lease and that such notice in writing is given at least 180 days prior to the end of any calendar ~ear during the term of the lease. In the event of canceUat~on, ~'enant sha~U be entitled to no refund of advance rental payments, and the escrowholder silall return to Landlord aU documents deposited in escrow. It is specifically agreed that a cancellation of this lease, except pursuant to tire procedure set forth in this paragraph for a permitted cancellat, ion, will result in consequential damages to Landlord which may ultimately be dif£1cult to assess with particularity, and therefore, the parties agree that Landlord shah be entitled to liquidated damages equal to the amount of damages actually proven, or $12,500.00, whichever is greater. The liquidated damage assessment shah be in addition to, and not as an alternutive to or an election o£ remedies which are available under 'the next succeeding article. ARTICLE XII DEFAULT If at any time the net rent or additional rent reserved herein shah become in arrears and be unpaid for a period of ten (10) days after written demand for the payment thereof, or If Tenant shah default In the performance of any of the other terms, covenants and provisions of this lease on its part to be performed within thirty (30) days after written demand for the performance thereof, or if the demised premises become vacant or deserted while no rent Is being paid, then and In such event, Landlord shah have the right to terminate this lease and the term hereof, as well as aH of the right, title and interest of Tenant hereunder, by giving Tenant not less than twenty (20) days notice In writing of such Intention and upon the expiration of the time fixed in such latter notice (If such default shall not have been cured) this lease and the term hereof, as well as all the right, title and interest of Tenant hereunder, shall wholly .terminate in the same manner and with the same force and ef£eet (except as to Tenant's liability) as i£ the date fixed by such latter notice were the LEASE AND OPTT(~M TO PTT]]CHASE. p. 7 expiration of t~e term herein originally granted, and Landlord may enter into or repossess said premises, either by force or summary proceedings, or otherwise, and Tenant hereby expressly waives service of notice of Intention to re-enter or to institute legal proceedings to that end. In the event of a cancellation or termination hereof by either the issuance of a dispossessory warrant or the service of a notice of termination as heretnabove provided, or otherwise, Tenant shaH, nevertheless, remain and continue liable to Landlord in a sum equal to aU fixed net rent and all additional rent and charges for the balance of the term; and Landlord may re-enter said premises, using such force for that purpose as may be necessary without being liable to any prosecution for said re-entry or for the use of such force, and Landlord may repair or alter said Premises in such manner as to Landlord may ~seem necessary or advisable, and/or let or relet said premises or any or all parts thereof for the whole or any part of the remainder of the original term hereof or for a longer or shorter period, In Landlord's name or otherwise, and, out of any rent so collected or received, Landlord shall first pay to themselves the expense and cost of retaking, repossessing, repa~iring and/or altering the same premises and the expenses of remo~-ing all persons and property therefrom, second, pay to themselves any cost or expense sustained in securing any new tenant or tenants, and third, pay t~ themselves any balance remaining, and apply the whole thereof or so much thereof as may be required toward payment of the liability of Tenant to Landlord, for the sum equal to the rents reserved herein and then unpaid by Tenant for the remainder of the term. Any entry or re-entry by Landlord, whether had or taken under summary proceedings or otherwise, shall not absolve or discharge Tenant from liability hereunder. The words "re-enter" and "re-entry" as used in this lease are not restricted to their technical legal meaning. The failure of Landlord to relet the premises or any part or parts thereof shall not release or affect Tenant's liability for damages or otherwise, however, either Landlord or Tenant shall and may seek to relet said premises to mitigate the damages of Tenant. Should any rent so collected by Landlord after the payments aforesaid be Insufficient fully to pay to Landlord a sum equal to ail net rent and additional rent and other charges herein reserved, the balance or deficiency shall be paid by Tenant following receipt of notice from Landlord of such balance or deficiency, that Is, upon each of the rent days above specified, Tenant shall pay to Landlord the amount of said deficiency then existing, and shall remain liable for any portion thereof not so paid; and the right of Landlord to recover from Tenant the amount of such deficiency, or a sum equal to the amount of aU net rent and additional rent and other charges herein reserved if there shall be no reletting by Landlord, shall survive the Issuance of any dispossessory warrant or other termination of the term hereof. Suit or suits for the recovery of any such deficiency or damages, or for a sum equal to any Installment or instaLtments of net rent or additional rent or charges payable hereunder, may be brought by Landlord from time to time at Landlord's election and nothing herein contained shall be deemed to require Landlord to await the date whereon this lease, or the term hereof, would have expired by limitation had there been no such default by Tenant or no such termination. Tenant hereby expressly waives any and all rights o£ redemption granted by or under any present or future laws in tile event of Tenant being evicted or dispossessed for any cause, or In the event of Landlord obtaining possession of demised premises, by reason of the violation of Tenant of any of the covenants and conditions of this lease, or otherwise, except as provided In Article XXII, paragraph B. ARTICLE XIII REPRESENTATIONS Tenant acknowledges that Landlord has made no representations that the demised premises are, or wLU be suitable for use by Tenant or suitable for any use or purpose whatever. LEASE AND OPTION TO PURCHASE, p. 8 AI{TICLE XIV ALTERATIONS Tenant shah have the right at any thne and from time to time during . the term of this lease to make, at its sole cost and expense, such changes and alterations, structural or otherwise, in or of the buildings on the demised premises and the building equipment as Tenant shah deem necessary or desirable, including, without limiting the generality of the foregoing, the right to increase the height of the building or any buildings on the demised premises and to erect any structure or structures on the demised premises. AH such changes and alterations (herein coHectlvely referred to as "changes and a/terations" or "changes or alterations") shall be made in all cases subject to the follow-lng conclltions which Tenant covenants and aKrees to observe and perform: A. No change or alteration shall be undertaken until Tenant shah have procured and paid for, so far as the same may be required from time to time, all municipal and other governmental permits and authorizations of the vartous municipal departments and government subdivisions having Jurisdiction, and Landlord agrees to Join in the application for such permits or authorizations whenever such action is necessary; B. Any single structural change or alteration involving an estimated cost of more than $25,000.00 shah be conducted under the supervision of an architect or engineer selected by Tenant, and no such single structural change or alteration shah be undertaken until twenty (20) days after there shah have been filed with Landlord detailed plans and specifications and cost estimates therefor, prepared and approved in writing by such architect or engineer; C. Any change or alteration, when completed, shall be of such a character as not adversely to affect the value of the demised premises or reduce the gross square foot area of the buildings on the demised premises or impair the structural soundness thereof; D. All work done in connection with any change or alteration shah be done with reasonable promptness in a good and workmanlike manner and in compliance with the applicable municipal building and zoning laws and with aH other laws, ordinances, orders, rules, regulations and requirements of aH federal, state and municipal governments and the appropriate departments, commissions, boards and officers thereof, and in accordance with the orders, rules and regulations of the Board of Fire Underwriters or any other body hereafter constituted exercising similar functions; the cost of any such change or alteration shah be paid in cash or its equivalent, so that the demised premises shah at aH times be free of liens for labor and materials supplied or claimed to have been supplied to the d~mlsed premises; the work of any change or alteration shah be prosecuted with reasonable dispatch, unavoidable delays excepted; workmen's compensation Insurance covering aH persons employed In connection with the work and with respect to whom death or bodily injury claims .could be asserted against Landlord, Tenant or the demised premises; general liability insurance for the mutual benefit of Tenant and Landlord of not less than $1,000,000 single-limit coverage for bodily injury and property damage liability shah be maintained without cost or expense to Landlord at aH times when any work is in process in connection with any change or alteration. AH such insurance shah be in a company or companies of recognized responsibility, and all such policies or certificates therefor issued by the respective Insurers bearing notations evidencing the payment of premiums or accompanied by other evidence satisfactory to the Landlord of such payment shah be delivered to Landlord; E. Such changes or alterations shah be and become a permanent part of the premises. F. Notwithstanding anything to the contrary contained herein, if the total cost of any proposed alteration exceeds $5,000.00,. Tenant must first obtain Landlord's consent before proceeding on the alteration, which consent must be given If the alteration does not adversely affect the utility, function or value of the premises. T,EARF. A]qih mp'rTmW mm PTT~CHASE, p. 9 ARTICLE XV LICENSES, PERMITS, ETC,: Tenant agrees at Its own cost and expense to procure and maintain any and aH necessary permits, licenses or other authorizations required for the use of the demised premises and for the lawful and proper Installation and maintenance upon the demised premises of wires, pipe, conduits, tubes and other equipment and appliances for the use In supplying any service to the demised premises. ARTICLE XVI COVENANTS AND CONDITIONS All of the provisions of this lease shah be deemed and construed to be "conditions" as well as "covenants" as though the word specifically expressing or importing covenants and conditions be used In each separate provision hereof. ARTICLE XV~I DEFINITIONS The respective words "Landlord" and "Tenant", shah Include the original Landlord and Tenant herein named arid their respective successors, legal representatives or assigns, and the covenants and provisions herein contained shall run with this lease and be binding upon and inure to the benefit of not only such original Landlord and Tenant, but also their respective successors, legal representatives or assigns; and unless shown otherwise by the context, any provision .respecting such original Landlord and Tenant shah be de~med specl£ically to include such successors, legal representatives or assigns. ARTICLE XVIII MODIFICATION This lease contains aH the terms and agreements betweeu the parties and may not in any respect be modified or terminated except by written instrument signed and delivered by both parties. ARTICLE XIX NOTICES All notlces required to be given hereunder shall be given in writing and sent by United States certified mall, addressed as follows: To Landlord: W.O.J. and Jeanette M. Seetln P.O. Box 964 McCall, ID 83638 To Tenant: The City of McCall P.O. Box 1065 McCall, ID 83638 Attention: City Clerk Either party may change the address to which notices shall be sent hereunder by written notice of such address sent to the other party hereto in accordance with the provisions of this Article. Any time required hereunder for any notice to be given hereunder shall be reckoned from ti~e actual mailing of such notice and such reckoning shall not depend In anywise upon whether or not such notice has been received, but. the sender of such notice may require the usual certified return receipt. LEASE AND OPTIC~q TO) PURCHASE, p. 10 ARTICLE XX CONDEMNATION In the event, during the term of this lease, that Tenant exercises its power of eminent domain to condemn all or a portion of the demised premises, Tenant shall remain liable for the balance of the lease payments remaining to be paid during the term of this lease, and Tenant shall not be entitled to any participation in any condemnation award whatsoever. In such event, Tenant further agrees that it shall not claim a credit or offset for the amounts to be paid during the remaining term of this lease against any condemnation award which may be granted. In the event that the premises are acquired by the exercise of the power of eminent domain by a governmental body unrelated to Tenant, and further provided that Tenant shall have no direct or Indirect residual or successor interest in the property, In the event said entire demised premises shall be taken under any condemnation or eminent domain proceedings during the term hereof, or any renewal term pursuant hereto, or in the event any portion o£ said demised premises untaken or uncondemned after any such proceeding shall not be suitable or adequatb for the uses and purposes for which said entire demised premises then are being utilized by Tenant, then, and in any such event, this lease and the term hereof shall terminate on the date of vesting title or the date upon which Tenant shall be required to surrender possession of the demised premises, or portion thereof, pursuant to the judgement or decree In such condemnation or eminent domain proceedings, whichever shall first occur, and Tenant shall be liable for the payment of rent and other charges hereunder only to such date. In the event that a portion of said demised premises shall be taken under any condemnation or eminent domain proceedings by a governmental body unrelated to Tenant, during the term hereof, or said term as extended pursuant hereto, and the remaining portion of said demised premises not taken or condemned, shall be suitable and adequate for the use and purposes for which said entire demised premises then are being used by Tenant, then, and in any such event, this lease shall remain in full force and effect, as to such remaining portion, except that, from and after the date upon which Tenant shall be required to surrender possession of the portion of said demised premises so taken or condemned, Tenant shall be entitled to a pro rata equitable reduetlon in the fixed annual rent to be paid hereunder (due consideration being given to the respective rental values to the space taken and the space not taken) the amount thereof to be agreed on by Landlord and Tenant. If Landlord and Tenant cannot mutually agree on the amount of such reduced rent, the same shall be determined by arbitration as herein provided. In the event Landlord and Tenant cannot agree within ninety (90) days after such taking as to whether the uncondemned portion of the demised premises shall not be suitable or adequate for the uses or purposes for which the entire demised premises then are being utilized by Tenant, said dlspu[e 'shall be settled by arbitration in accordance with the provisions hereof. In the event o£ any such taking or condemnation of said entire demised premises, or any portion thereof, owned by Landlord, and regardless of whether this lease survives, the entire amount awarded for the demised premises in any such proceeding shall belong to and be paid to the Landlord and Tenant agrees to execute and deliver any assignment or other document necessary to permit Landlord to recover any such award. The entire amount awarded for any fixtures or equipment owned by Tenant in said premises, so taken or condemned, and for damages to any fixtures or equipment owned by Tenant in the demised premises, shall belong to and be paid to Tenant. ARTICLE XXI FIXTURES AND PERSONAL PROPERTY All fixtures and articles of personal property attached or appurtenant to, or used in connection with the buildings on the demised premises, Including all plumbing and heating fixtures and lighting fixtures attached to ceilings and walls, the sprinkler system, furnaces, water pipes, permanent air conditioning LEASE AND OPTION TO PUKCHASE, p. 11 units, and appurtenances, and electric wires installed for the purpose of lighting, and any additions thereto, shall belong to Landlord and are leased hereby as part of the demised premises and wherever in this lease the term "pi~mises'' or "demised premises" are used, the same shall be deemed to include all of the foregoing items. All goods, chattels, machinery, equipment, parts, other fixtures of various kinds and description used in connection with the operation of the business being conducted on the premises, and all wiring and equipment pertaining thereto, of whatever kind and nature, now or hereafter installed or placed on the premises by the Tenant, or any user, sublessee or occupant of the premises, shall be the sole and absolute property of said Tenant, user, sublessee or occupant, at the expiration or other termination of this lease Or at any time prior thereto, upon the condltion that the Tenant shall, except in the event of the expiration of the term by reason of condemnation, make good at Tenant's own cost and expense any and all damages caused to the premises by any removal thereof. ARTICLE XXII OPTION TO PURCHASE A. Grant of Option: At any time during the term hereof, Tenant shall have the exclusive right and option to purchase the lease premises on any anniversary date durtng the term of the lease, upon at least 90 days' prior written notice, by providing to Landlord an annuity contract with a company satisfactory to Landlord, which contract will pay to Landlord those amounts at the times set forth in Exhibit C. Upon the furnishing of such annuity contract and acknowledgment in writing of its receipt, the escrow shall be closed and all documents contained therein shall be delivered to Tenant in accordance with subparagraph D below. In the event that Tenant has not exercised its option as of December 31, 1998, it shall be entitled to exercise the option, without the requirement of the 90 days' prior written notice, provided that It pays the sum of $1.00 to Landlord on or before January 1, 1999. Tenant shall not be permitted to exercise the option, If, at the time of the giving o£ notice of exerelse, It is in default under any of the terms of this lease. B. Transfer of Tltle~ Escrow: CoincldentaUy with the execution hereof, Landlord shall execute and deliver to Tenant a warranty deed conveying the premises to Tenant, and Tenant shall have the right to immediately record such deed with the recorder of Valley County, Idaho. At the time of the delivery o£ the warranty deed, Tenant agrees to deliver to Landlord a deed of trust, a copy o£ whteh Is attached hereto as Exhibit D, which deed of trust will be recorded immediately after the warranty deed. The rights granted to beneficiary under said deed of trust shah be in addition to all rights granted to Landlord under Article XII hereof. The intended purpose of the deed of trust is to provide Landlord with the legal and equitable remedy to clear title to the premises after, or In conjunction with, the exercise of Landlord's remedies under Article XII. Tenant waives any rights of reinstatement which may be provided under the Idaho statutes pertaining to deeds of trust, and in return therefor, Landlord agrees that Tenant shall have the right to exercise its option · to purchase at any time within said 125-day curative period, provided that purchase price shall include all net rent, additional rent, costs, attorney's fees, interest, and late charges which Landlord is entitled to under the provisions of this lease. The parties further agree to appoint Mountain Title & Escrow, Inc., as escrowholder in connection with this option agreement. The following documents shall be deposited with said escrowholder, to-wit: 1. Executed copy of Lease and Option tO Purchase; 2. Bargain and Sale Deed from Tenant to Landlord herein, a copy of which is attached hereto as Exhibit E; 3. Request for l{econveyance from Beneflctary under the Deed of Truer to Trustee; 4. Escrow instructions as required by said escrowholder. LEASE AND OPTION TO PUl{CHASE, p. 12 All payments of rent as herein provided shah be paid by Tenant directly to said escrowholder for the benefit of Landlord. Payment to said escrowholder at the time and in the manner herein provided shall be deemed payment to Landlord. C. Default: In the event of default by Tenant in the performance of any of the covenants and agreements herein contained, including payment of rent as herein provided, escrowholder shah deliver, pursuant to the terms of thls agreement, 'all of such documents to. Landlord, and ali rights of Tenant under this agreement, including the option, shah terminate and be at an end. D. Release of Escrow' Documents: Upon full payment of rent as herein provided, together with payment of the option consideration herein provided, the said escrowholder is hereby authorized and directed to deliver to Tenant all documents deposlted in escrow herewith. The parties hereto do hereby agree to execute such escrow agreement or agreements that may now or hereinafter be required by escrowholder. All costs of closing, including title insurance, recordation costs, and all escrow fees which may be incurred with respect to Mountain Title & Escrow Company escrow shall be paid equally by the parties hereto. IN WITNESS WHEREOF, this Lease and Option to Purchase has been duly executed pursuant to resolution of the City Council of The City of McCall, and has been duly executed by the respective parties hereto, effective the first day of January, 1987. LANDLORD: W. O. J. SEETIN JEANETTE M. SEETIN TENANT: THE CITY OF McCALL By: Title: STATE OF IDAHO ) SS. County of Valley ) On this day of , 1986, before me, the undersigned Notary Public In and for sald State, personally appeared W. O. J. SEETIN and JEANETTE M. SEETIN, husband and wife, known to me to be the persons whose names are subscribed to the within and foregoing instrument, and acknowledged to me that they executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first herelnabove written. NOTARY PUBLIC, State o£ Idaho Residing at McCall, Idaho LEASE AND OPTION TO PUP, CHASE, p. 13 STATE OF IDAHO ) County of Valley ) On this day of ., 1986, before me, the undersigned Notar~ Public in and for said State, personally appeared known or identified to me to be the of THE CI'~Y OF McCALL, a municipal corporation of the State of Idaho, or the person who stibseribed said municipal eorporationts name, and aeknowleclged to me that THE CITY OF McCALL executed the same. IN htITNESS h/HEP. EOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. NOTARY PUBLIC, State o£ Idaho Residing at McCall, Idaho LEASE AND OPTION TO PURCHASE, p. 14 EXHIBIT A ~ ~ bo~/ of ~k SC=ee~,.~ ~.So~hwesterl7 ~rec~on, appro~cely 82 ~enca ~o~ 89'28~ ~c, 141.8. feec ~ a po~C~ ~enca ~o~h 89'28~ ~C, 176 ~eeC Co ~nce North 2~0 feec Co C~ ~AT. ~ OF B~: ~anca'couc~e No~h, ~0 feec Co ~nce ~c 90 feec Co a ~c~ Na~h ~40 feec Co a ~ence Souch 89'~7~ Vest, ~59.5 ~eac ~ a parc; ~ance No~ 28'52~ Vest, 56.7 feec ~ a po~c; ~nce South 61'08v ~esc, ~05 feec co a po~c; ~nce Na~h 89'17~ ~c, 6Z feec Co a ~8 Souch 360 faec co & po~c~ ... ~ence ~a~ 8g'28~ ~sc, ~10 feec co BeE4nn4-E ac ~e ~ ~er of ~O~SON~OO~ Ch~ No~h 100.8 feec co a pa~c;-~=a ~esc 600.79 feac ~anc ~o~n Aven~ of s~ sub~ton, ~ch parc ~e=~ S~ 180 faec Co a po~c; ~ence Fma= 90 fee~ to a po~; ~nce No~ 180 ~ae~ ~ a ~enca ~esc ~0 fee= =o the Po~ of aka 'r. AZ ~I08 ~ parcel of 1--4 situated /~ the h~¼b~¼ of Section 9, To~p 18 .No~h, ~ge 3 ~c of the Boise ~rtd~,, Va~ey Co~, Z~ho, berg ~ca pa~cu~rly desc~bed as ~o~: 3CraeC; ~ce ~ a No~e~cerl~ ~rec~on ~ong Park Street, a ~st~ce 82 feec co the Re~'Po~= o~ Berg; ~ence ~sc ~3 feec co a'pa~ '.. ' ' ~ce No~ 90 feeC Co a ~ance Vest 62 feec Co ~e ~=ecsec=~on. ~ ga=k ~ence Souc~escerl~ ~on~ Pnrk Screec ~g& feec ~o ~e P~ce of Bec~-~. EXHIBIT A ~,~; '~ '~o6' ~;~;"- ~- ~ ....~ .:,,..:' ' · ' ~uce ~h 270 feet; ~e ~K bo~/ of ~k S=ra~K~ a..~a~h~esce=17 '~ .) ~.' .' ~ence No~h 30'~' ;ese, ~7 fee; ;o a ~anca No~h 89'28' ~C. ~76 feeC co a ~=; ~ce'~u~s No~h, 90 faa~ ~o · po~; ~nce ~ 90 fsec co a po~c; ~ce Ho~h 2~0 feec co a po~; ~auce ~o~ 2~*~2' Vest, ~6.7 ~aaU ~a Sou~ 360 ~aec Co a po~; ... ~ence No~h Co the ~ Po~c of ~g; SA~ ~ ~~ ~~ ~ YO~O~G: Beg~--4-~ ac ~e ~ ~er of ~SON~O~ ~D~I~ of ~e ~Cy of ~c~; C~ No~h 200.8 fe~c co a po~c; ~ ~esc 600.79 feeC ~on& ~o~n Aven~ of s~ ~b~ton. ~ch po~c ~ ~eu~ S~ 180 faec Co a po~c; ~ncs No~ 180 fae~ ~ a po~=; ~euce ~esC 90 feec Co Cbs ~o~c of aka T. AI ~I08 ~ parcel cE !~d situated in the b'~¼SE¼ oE Sec:~ou 9, To~p 18 ~uca No~ Z1'57' ~c, 451.03 feec Co SCraeC; ~ence ~ a No~e~ce:17 ~:ec~on ~oug Park SCreec, a ~sc~ce o~ 82 faec CO :he ~ Po~c O~ ~ca No~ 90 ~eeC Co a po~c; ~ca ~esc 62 ~ae: Co ~ ~CacsecCion. ~ence Souc~escerl7 ~ong P=r~ S~ee: ~94 feec :o ~e P~ce of Beg~g. Order ~o. THIS DEED OF TRUST, Made this day of , 19 , BETWEEN THE CITY OF McCALL, a municipal corporation of the State of Idaho herein called GRANTOR, whose address is P.0. Box 1065, McCall, ID 83638, MOUNTAIN TITLE COMPANY, INC.; herein called TRUSTEE, and ~/. 0. J. SEETIN and JEANETTE M. SEETIN, husband and wife , herein called BENEFICIARY, WITNESSETH: That Grantor does hereby irrevocably GRANT, BARGAIN, SELL AND CONVEY TO TRUSTEE IN TRUST; WITH POWER OF all of Grantor's right, title and interest in and to that property in the County of Valley, State of Idaho, more particularly described on Exhibit A attached hereto and made a part hereof by this reference, and containing not more than twenty acres. THIS DEED OF TRUST IS GIVEN TO SECURE THE PERFORMANCE BY GRANTOR OF ITS OBLIGATIONS UNDER AND BY VIRTUE OF THAT CERTAIN AGREEMENT BETWEEN THE GRANTOR AND BENEFICIARY DATED JANUARY 1, 1987. TOGETHER WITH the rents, issues and profits thereof, SUBJECT, HOWEVER, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits, ~a~~ x~xxxxxxxxxxx~ due ~o Frnm =r~,~;;~ent o, ,11 such further sums as may hereafter b~~'~ the Beneficiary herei~'s Grantor herein; or any or either et them, while record owner of present interest, for any purpose, and of any notes, drafts or other instru- mints representing such further loans, advances or expenditures together with interest on all such sums at th~ rate therein "provided. Provided, however, that the making of such further loans, advances or expenditures shall be optional with the Bens- ficiar~, and Erovided, further, that it is the express intention et the parties to this Deed of Trust that it shall stand as continuing security until paid for all such advances together with interest thereon. A. To ~roteet lh~ security of this D~ed of Trust, Grantor agrees: · 1. To keep saidproperty in good condition and repair not to remove or demolish any building thereon; to complete or restore promptly and in goodand workman ike manner any buildingwh ch may be constructed, damaged or destroyed thereon and to pay when dui l[[ claims for labor performed and mater als furnished therefori to comely with all laws affecting said property or requir- ing an~ alterations or improvements to be made thereonl not to commit or permit waste thereof; not to commit suffer or permit any act upon said prope~y In violation of lawl to cultivate, irrigate, fe~ilize lumigute prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumerations herein not excluding the general. 2. To provide, maintain and deliver to Beneflcia~ firs Insuranc~ satisfactory to and with loss payable to Beneficiary. The amount collected under any ire or other insuranc~ policy may 'b~ appllsd by Beneficiary upon any indebtedness secured hereby and in such order as Benefic ary may determine, or at opt on el B~neflciary tbs entire amount so collected or any part thereof may be released to Grantor Such application c~ release shall not cure or waive any default or notice of delau[t hereunder or invalitate any act done pursuant to such notice. ~. To appear in and delend any action or proceeding purporting to affect the security hereo~ or the rights or powers of Bene- ficiary or Trusts; and to~ay all costs and expanses, including cost of evidence of title and attorney's fees in a reasonable sum. in any such action or proceeding in which Bene6ciary or Trustee may appear. 4. To pay: at least ten days before delinquency all taxes and assessments affectin~ said property, when due, all encumbrances, charges and liens, with interest, on said propeay or any part thereof, which appear to be prior or superior hereto; ail costs, fees and expenses of this ~ust. In addition to the payments due in accordance with the terms of the note hereby secured th~ Grantor shall at the option, and on demand of the Beneficiary, pay each month l/Ii of the estimated annual taxes, assessments, insurance premiums, maintsnanc~ and other charges ~pon the property, nevertheless in trust for Grunter's use and benefit and for the pay- ~nt by Beneficiary of any tuch item/ when due. Grantor's tailure so to pay shall constitute a default under this trust. ~. To pay Immediately and without demand all sums expended by Beneficiary or Trustee pursuant to the provisions hereof, with interest tram date el expenditure ut eight per cent per annum. 8. Should Grantor fail to make uny payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Grant? and without releasing prantor Ir~m any oblig?ion~eof~may: mak~ or do the same in such manner and to suc~ extent as either may seem necessary re protect the security nereol, ~enencia~ or Trustee being authorized to enter upon sahl property for such purposes; appear in and defend any action or proceeding put. porting to affect the security hereof or the rights or powers el Bene~cla~ or Truste~; pay purchase, contest et compromise uny incumbrance, charg~ or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, or in enforcing this Deed of Trust by ludicial foreclosure, pay necessary expenses, employ counsel and pay his reasonable fees. B. It is mutually a~reed that: 1. Any award 0f damages in connection with any condemnation for public use of or injury to said property or any part thereof Is h~reby ~ssi~d and shall be paid to BeneAclary who may apply or release such moneys received by him in ~he same manner and with ~he sam~ elect as abow provided for disposition of proceeds of fire or other insurance. 2. By acceptin~ paymen~ of any sum secured hereby after I~s due date, Beneficiary does not waiv~ his right either to require prompt payment when du~ of all other sums so secured or to declar~ default for failure so to pay. 3. A~ ant time or from time to time, without liability therefor and without notice, upon written request of Beneficiary and nr~sen~tlon gf this Deed and said note for endorsemsnt, and without s~ectin~ the persona/liabillty of any person for paymen~ of ~e indebtedness secured h~r~by, Truste~ may: reconvey all or an? par~ o~ said prope~y; consent to th~ ms~in~ of any map or pl~t thereof; join In ~rsntin~ any easement thereon; or Join in any extensmn a~r~ement or any agreemen~ suoor~inatin~ the lien or charge hereof. 4. Upon written request of Beneficiary statin~ that all sums secured hereby have been paid, and upon surrender of this Deed and ~ald not~ ~o Trustes for cancellation and retention and upon payment of its fees, Truste~ shall reconvey, without warranty. th~ property th~n h~ld hereunder. Tbs recitals in any raconwyanc~ ~xecuted under this deed of trust of any matters or facts shall be conclusive proof of the truthfulness thereof. Th~ grantee in such reconveyance may be described as "the person or pers,,ns legally entitled thereto." 6. As additional security, Gr~ptor ~ereby ~iyes to and confers ~pon, Beneficiary the right, power and authority, durin~ the continuance of thes~ Trusts to collec~ th~ rents, issues and profits oz saio property, rese~in~ unto Grantor the right, prior to an~ d~fault by Granto~ in payment of any i~debtedness secured hereby or in performance of any agreement hereunder, to collect and rstain such r~nts, Issues and profits as they become du~ and payabl6. Upon any such default, Beneficiary may aZ any time without no~l~l, ~i~l~ IR plrs~n, b~ s~snt, ~r b? a rsc~lv~r to bp sppolnt~ by ~ court, and without r~ard to tbs adequacy of any s~curity or otherwise COlliCC luc~ ren~s, tosses asa profits, IflCluom~ ~Rose p~s~ due n~fl unpaid, and apply the same, less costs and expenses of operntion and collection, includin~ reasonable ~torney's tees, upon any indebtedness secured hereby, tad in such order us Bene- ficiary may determine. ~e enterin~ upon and taklnr possession of said prope~y, the collection of such rents, issues and profits and the tpptication thereof as aforesaid, shill not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 'RE-I ~. ' Upon default by Grantor in payment of any indebtedness eecured hereby or in performance of any agreement hereundert all sume secured hereby shall immediately become due and payable at the option of the Beneficiary. In the event of default, Beneficiary shell e~ecute or cause the Trustee to execute a ~en notice of euch default and of his election to reuse to be eold ~e herein de- scribed prope~F to eettsfy ~e obligations hereof, a~ ehall cause such notice ~ be r~orded in the o~ce of the recorder of eech sa~d reel ro e~y or eome pa~ ~ereof Is ~i~ated. count~ wherein ,' . , P ~P .... ~- '--- -~ ~ ~ ~n the time then required by law ha~n~ elepsed, o ~ale ~vln oeen ~ven as cnen requ~ea ~y ~w, ............... , Notice f ~ ............. ~-" .... ~ ~[ace ~ed by it in said notice o~ sa~e, el~er as a ~thout demand on ~rancor, S~al/setl said prope~ a~ ~.e .~= -,,~ ~ ~ T~s~e, ' ...... . .... ~-- at ~ublic auction ~ the highest bidder for cash ~ la~ul money ~h~e ..... ~- - P ..... ~--- ~. --~ ~,-~- shall deliver to the e~ch~ser [~ deed conveyln~ t~e.p~ope~,so,sol~, Du~ ~thout an covenant or wa~an~ express or i~pllea. ~e ~e~ .~ =u~.. ~.~ ~- - . t~t~ulness thereof Any person includinK Grantor, ~s~e, or Beneficial, may purchase at such eale. of ~ ........ ~ ' ........ ~ [~-enses of T~stee and ~ this T~s~ lncludinK cost of e~dence of ~it~e a~d r~s~nable if any, 'to the person o~' persons leEally entttild thereto. 7. This Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, leKatees, devisees, administrator, executors. ,uccesso. and .ssi.s. ~, te~ Beneflcia~ shall ~?an th~ h?lder and.o~e~ of the n~e .~V~_~[~.o2~/~,~: h~ been pledged the pledgee thereof. In this Deed, whenever ~ne con~ex~ so requires. ~ne mascunne ge.~r , ~ ~-- and/or neuter, and the stellar number includes the plural. 8. T~stee Js not obligated to notify any pa~y hereto of pending sal~ under any other Deed of T~st or of any action or pro- ceeding tn which Grantor, Beneflcin~ or T~stee shall be a pa~y unle~ brought by Trustee. 9, In the event of dissolution or resl~ation of the T~stee, the Beneflcla~ may substitute a t~stee or ~stees to execute the ~ust hereby crea~d, and when any such substitution has been filed for record In the o~ce of the Recorder of the coun~ in wMch the prope~ herein d~cribed is situated, It shall be conclusive evidence of the appointment of such t~stee or ~stees, and such new ~stee or ~stees shall succeed to all of the powers andfiu~es o~ the t~stee or ~stees named herein. ~equ~t ts hereby made that a copy of any Notice of Delaul~ ann a cop~ of any Notice of Sale hereunder be mailed to the Grantor at h~s address hereinbefore set fo~h. STATE OF IDAHO, COUNTY OF VALLEY On th{s day of , 19 , before me, · Notary Public in and for said State, personally appeared known or identified to me to be the of THE CITY OF McCALL, an Idaho municipal corporation, or known to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that THE CITY OF McCALL executed the same. Residing at lqcCa l 1 Idaho. STATE OF IDAHO, COUNTY OF I HERESY CERTIFY That this instrument was flle~ for record at the request of at minutes past this day of 19 , in my office, and duly recorded in Book of Mortgages at page Mail to: o'clock M., Delete~ 0 ~ THE PROMISSORY NOTE OR NOTES, AND ANY EVIDENCES OF FURTHER AND/OR ADDITIONAL ADVANCES MUST BE PRESENTED WITH THIS REQUEST Idaho, , 19 To , Trustee: You are hereby authorized and requested to execute a reconveyance hereunder and deliver same to The undersigned hereby certifies that the owner and holder of the debt mentioned in said deed of trust and that the same has never been assigned or transferred. Address 2§O--BARGAIN AND SALE DEED Pr~nt~ ~n~ for ~al~ by Syn~-York Comp~n),, B~. Icl~he YH~ INDENTURE, Made the day of , in the year of our Lord one thousand nine hundred and between THE CITY OF McCALL, an Idaho municipal corporation, thepartY ofthe first part and W. O. J. SEETIN and JEANETTE M. SEETIN, husband and wife, theparties ofthesecondpart, Wi~Ess~-'r~, That the said part ¥ of the first part, for and in consideration of the sum of TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION, lawful money ofthe United States of America, to it in hand paid by the said part of the second part, the receipt whereof is hereby acknowledged, ha s granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell and convey unto the said parties of the second part, and to heirs and assigns, forever, all that certain piece or parcel of land situate, lying and being in the County of Valle¥ and State of Idaho, particularly described as follows, to. wit: SEE EXHIBIT A ATTACHED HERETO AND btADE A FART HEREOF BY THIS REFERENCE, AS IF SET FORTH IN FULL HEREIN; their together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in any- wise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits there. of; and also all the estate, right, title, interest property, possession, claim and demand whatsoever, as well in law as in equity, ofthe said part Y ofthe first part, of, in or to the said premises, and every part and parcel thereof, with the appurtenances. % To HAvr. ^NO?O HOLD. All and singular the said premises, together with the appurtenances, unto the said part les of the second part and to their IN W)TN~SS WH~-aEor. The said part y ofthe first part has and seal the day and yea r first above written SIGNED, SEALED AND DEUX'El{ED IN PRESENCE OF '~ STATE OF IDAHO, County of VALLEY J' SS. On this day of sai~i State, personally appeared heirs and assigns forever. hereunto set its hand THE CITY OF McCALL (Seal) By: ~Seal) £IHIBIT [}0 I~ EXECIJTE , in the year 19 , before me , Notary Public in and for known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same. for and on behatf of THE CITY OF I~CALL. IN W)~ESs WHza£or, I have hereunto set my hand and affixed my official seal, the day and year in this certificate first above written. Notary Public for the State of Idaho, Residing at , Idaho. STATE OF IDAHO, ] · , ~ ss. County of I hereby certify that this instrument was filed for record at request of at minutes past o'clock M., this , A.D. 19 in my office, and duly recorded in Book at page day of of Fees, $ '- By Ex-Officio Recorder. Deputy. E~IIBIT C January 1, 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 $ 27S,000.00 2S0,000.00 225,000.00 200,000.00 175,000.00 150,000.00 12S,000.00 100,000.00 75,000.00 50,000.00 2S,000.00 I mycrs q-itle Na(ional Headquarters Richmond, Virglma 1. Elfective Oate ( rporalion COMMITMENT FOR TITLE INSURANCE SCHEDULE A I986 ~C 9=00 A_~. Case 2. Policy or policies to be issued: lei [] ALTA Owner's Policy--Form 8-1970 (Rev. 10-17-70 & Rev. 10-17-84) I-"1 ALTA Residential ~tle Insurance Policy--19?9 Proposed insured: CIt7 o3~ L~cCa_L1. (b) ALTA L~sn J3olicy, 1970 (Rev. I0-I?.?0 & Rev. 10-I'7.84I Proposed insured: Amount S Proposed insured: · 3. Title ~o the ~ee ~e ~ ~ ' es~a~e or imeres~ in the land described or referred m in this Comm~n~ ~ a~ th~ ereofves~ed in: t. The lend referred to in Ibis Commitment is described as follows: See pag~ Countersigned at · -" . ..... "/.;' ...... Authorized Officer of Agent 03S- ~.~/4 EXTRA COPY Commitment No. BE 133901 Schedule A--Page 1 This commitmen( is invalid unless (he Insuring Provisions and Sched- ulee A and 8 are attached. Richmond, V[rginla SCHEDULE B--Section 1 Requirements The following are the requirements to be compl~ed with: Item(el Payment to or for the account of the grantors or mortgagors of the full consideration for the estate ormterest to be insured. Item (bi Proper instrument[s) creetmg the es[ate or interest to be insured must be executed and duly liled for record. · tO-Wit: I. '~a~-=a~c7 Deed gzo=a Jack ~eeclu and Jeane:Ce -~. Seegi~, Husband and This comr~ment is invalid unless the Insuring Provisions and Sched. ules A sn~=B'~IY1t'attached. Form Ne. g1.88 03S- 1-0a8-0001/4 Schedule B-Section 1.Page 1 .Commitment No.., BE 10390[ EXTRA COPY L myers "[hle Insurance ( rporation NATIONAL HEADQUARTERS fllCHMONO, VIRGINIA SCHEDULE ~ cont'd. parcel of land si=uaCed in =he b'~¼SE} of Section 9, To~nship 18 .No==h, ~ge 3 ~= of ~he Boise Herid~, Va~ey Co~, I~ho, berg ~ra par~icuhrly described aa ~o~: ~e~=a Notch [1'57~ ~=~ 451.03 fee= =o =ha ~=ersec=ion of ~k S=rae=~ ~ence ~ a Nor=heasCerl7 ~rec~on alou~ Park Screec~ a ~sc~ce ~euce ~st ~3 feec =o a' pain=; ~ence No~h 90 feec =o a po~c; ~ence ~esC 62 ieec ~o ~e ~=ersec~io~. ~h Park ~ence Sou=~escerly ~o~ P=rk SCraec ~9i ieec Co the Place of a~ T= ~03 035.0-999-0000/1 Schedule ~ Page ~ No. BE 133901 H0~,IE 0FF!C.". COPY I. u ers qqtle Insurance (3rporation NATIONAL HEADO. UARTERS RICHMOND, VIRGINIA SCHEDULE ~ cont'd. A parcel of ~d situated in the h~¼~E:~ of Section 9, Township 18 .North, ~ge 3 ~t of the Boise Merid~, Va~ey Co~, I~ho, berg ~re Par~icu~rly described as ~o~: ~nc~g a~ ~ha SW ~er of ~ ~SE~; ~enca North [1'57' ~, 451.03 fee~ ~o ~he ~tarsec~ion of P~k Saree=; ~ence ~ a Nor=heascerly ~rec~ou along Park S=reec, a ~s=~ca of 82 fee= co Che Ee~ Po~ of Be~n-~ng; ~euce ~sc ~3 feec ~o a' poin=; ~enca Nor=h 90 feec ~o a po~c; ~euce WesC 62 feec ~o ~e ~=ersec=iou.~th Park Steer; ~euca Sou=~escerly ~oug Park Straec 194 feec to the Place of Beg4~ng. a~ T= ~103 l uJyers iitle--Insurance rporation NATIONAL HEADQUARTERS RICHMOND, VIRGINIA SCHEDUL~ ¢onth'l. ~m parcels of 1=nd situated in the N~S~ of Section 9, T~p 18 No~h, ~ge 3 ~sC o~ ~e Bo~e ~d~, V~ey ~, Idaho, berg ~e par~y described as ~o~ows: Beg~-~3 ac the ~ ~er of the ~r~ Tie ~d L~er ~y Tract; ~ence ~o~ the F,v~ bo~ of said =rac=, ~.b~rs S~ 30'45' ~c, a ~s~ce of appro~m-ce ~enca ~esc, appr~i~acely 233 feec go ~e ~ line 'of Park SCreen; ~ence ~ong =he ~eC bo~/ of ~k SCree~,.~ a..~ou~hwes=erl/ ~rec=ion, appror~cely 82 Startle ac ~a ~ ~mer of tha s~d ~iSEil . ~anca No~h 89'28~ ~C, 2~1.8 fea~ ~ene~ North 30'~5' gaat, 57 ieee to a po~t; .-. ~enca North 89'28' ~t, 176 feet to a ~ace North 260 lae~ to the ~F~. ~ OF ~ence con~ue North, 90 feet ~o a po~ ~ence ~st 90 feet ~o a po~t; ~ce No~h 2~0 feec co a ~ence South 89'~7' ~esC, [59.5 fee= ~o a po~C; ~euce Notch 28'52' ~esC, 56.7 feec ~euce South 6~'08~ ~esC, 105 feeC =o a po~; ~a Sou=h 360 [ce= ~o a po~u; ~ence North 8ge28' ~s~, [10 feec ~o ~ence North =o =he ~eal Po~= of Beg~n~; SA~ ~ ~C~G ~~ ~ FO~O~G: =hence North 200.8 fee= co a pa~=; ~=e ~esc 600.79 fee= alou~ ~o~son Aven~ of s~d Subdiv~ton, ~ch point is ~e ~FIL FO~ OF BEGL~N~G; .. '~eu~ S~ch ~80 feec ~o a ~ence ~s= 90 fee= =o a po~=; ~nce No~h [80 fee= ~ a po~c~ aka ?aY ~108 i Schedule A Page ] No. HOME OFFICE COPY Re: ] u yers lle ln ur nce ( rporetion National Headquarters Richmond. Virginia NUMBER BE [3390t No. The Commitment or Binder in the above mat/er is hereby amended In the following respects: o, ~e ~a on s~d ~5~n: ~a herub7 ~nddd ~O Oc~obu~ ~, The to~l liability of the Comoan~ under mid commitment or binder and under this and any vrior endorsemenU ~ereto ~all not exceed, in ~e aggregate, the amount of Iiabiliw stated on ~e face of said commitment or binder ~ the ~me may be so~ificatl~ amended in dollar amoun~ by this or any prior endorsemenu, and the costs which the ~moany ia obligated to Day under the Conditions and Sti~ulafions of the oolicy commi~ed for by ~id commitment ~ binder. This endorsement is made a part of said commitment or binder and is subject to the schedules, terms. Conditions and Stipulations therein and in the policy commit/ed for. except as modified by the provisions hereof. Nothing herein contained shall be construed as extending or changing the effective date of the aforesaid commitment or binder unless othemNiSe expressly stated. IN WITNESS WHEREOF, the Company has caused this Endorsement to be signed and sealed as of the 8r.h day of Oct. ober , 19~'6 , to be valid when countersigned by an authorized officer · or agent of the Company, all in accordance with its By-Laws. Authorized O~cer or Agent Form 91.11.8 ¢l~e,f. 3-73) 03So 2. ! 11 . 0000/2 t ° HO~,~,~ OFFIC." COFY NATIONAL HEADQUARTERS RICHMOND. VIRGINIA SCHEDULE B--Section 2 Exceptions The policy or policies to be ~ssued will contain exceptions to the following unless the same are disposed of to the satisfaction of lhe Company.' I. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims o'f easements, not shown by the public records. Discrepancies, conflicts [n boundary lines, shortage in area, ~ncroachments, and any facts which a correct survey and inspection of the premises would dlsclo:e and which are not shown by the public records. 4. Any tien, or right to o llen, ior services, labor' or material hf ~tofore or hereafter furnished, ira. posed by law and not shown by the public recordI'~.,,.~ 5. Defects. liens, encumbrances, adverse cJalrns/~er matter: if any, created, first appearing in the public records or attaching subsequ(~/,o the .~ective dol~ereof bul prior to the dote Ih. proposed insured acquires of record for%alue th~,~state or interest or mortgage thereon covered by this Commitment. \ 6. =$ fo~ [~86 ~nd su b~s~ a N~: ~e follo~=~ ~iah~d fo~ ~=io~ p~oaes o~y, ~d the 7. ~s~nCs a~d ~s binney ~=~ for garbage ~eccion as pr~d · ~ ~_l.~. ~eco~ed from ad C~ra E. ~,.-~, eC ~, Co 571~ ~. Exceptions numbered none are hereby omitted. The Owner's Policy to be issued, if any, shall .contain the following items ;n addition to the ones set forth above: (1) The Deed of Trust, if any, required under Schedule 8-Section 1, Item (b). (2) Unpatenfed mining cloims; reservations or exceptions Jn palents or in Acls authorizing issuance thereof; water rights, claims or title to water. (3) Any and all unpaid taxes, assessments and unredeemed tax sales. lie,. Schedule B--,Section 2--Page 1--No. i~E, 133901 I~orm 91-88 ~2 I~o~k¥ Mt. 03S.t-088~350~ E::TqA CC.°'' -- ASSIGNMENT AND ASSUMPTION OF EXISTING LEASES THIS ASSIGNMENT AND ASSUMPTION OF EXISTING LEASES (hereinafter "Assignment") is made and entered into effective the first day of January, 1987, by and among W. O. J. SEETIN and JEANETTE M. SEETIN, husband and wife (hereinafter "Assignor"), and THE CITY OF McCALL, a municipal corporation of the State of Idaho (hereinafter '"Assignee"). WITNESS ETH : WHEREAS, concurrently herewith the parties hereto have executed a Lease and Option to Purchase for certain real property and improvements situate in McCall, Valley County, Idaho; NOW, THEREFORE, for value recetved and In consideration of the mutual covenants herein contained, the parties agree as follows: 1. Assignment: Assignor by these presents does hereby grant, convey, sell, assign, transfer and' set over unto Assignee aH of their right, title and interest under the following leases, together with the respective tenant deposits, if any, to-wit: (a) U.S. Government Lease for Real Property Number (Neg.) 57-84MB-2-0051,. dated May 1, 1982, wherein Jack Seetin or Jeanette M. Seetin are Lessors and the United States of America Is Lessee, covering the premises described as follows: 3780 square feet of net usable radio, automotive, and heavy equipment repair shop space, comprising entire building, plus a new addition of 1500 square feet, together with 8000 square feet of adjacent fenced parking area and a loading dock and ramp for unloading heavy equipment on a site located at Park Street and old Highway 15, McCall, Valley County, Idaho; situated In the Northwest Quarter Southeast Quarter and Lot 3, Section 9, Township 18 North, Range 3 East, Boise Meridian; and ASSIGNMENT AND ASSUMPTION OF EXISTING LEASES, p. 1 (b) Lease Agreement dated Juno 1, 1981, wherein William Oliver Jackson Seetin and Jeanette Marie Seetin, husband and wife, are referred to as "Landlord," and Cabievislon of McCall, Inc., an Idaho corporation, is referred to as "Tenant," covering a small tract in the northeast corner of the leased premises. TO HAVE AND TO HOLD the same unto said Assignee, its successors and assigns, tot and during all the rest, residue and remainder o£ the terms of said leases and any renewals thereof which may occur, together with, all and singular, the premises therein mentioned and described, with all appurtenances. 2. Inspection: Assignee specifically acknowledges that it has had an opportunity to review the originals of the leases described above, familiar with deposits. 3. the current status of said leases and the respective and Is tenant Warranties of Assignor: Assignor hereby warrants to Assignee that there has been no advance payment of rent under the leases set forth on Exhibit A, except for the advance .payment of the last month's rent under each of the same. 4. 19.eservation: to receive free television Cablevtsion of McCaLl, Inc. Assignor reserves and does not transfer the right signals as provided in the Lease Agreement with 5. Indemnification: Assignee hereby agrees to assume and hold Assignor harmless from all of their duties, covenants and conditions to be kept and performed hereafter by the lessor under the above-described leases, as more particularly set forth thereln. ASSIGNMENT AND ASSUMPTION OF EXISTING LEASES, p. 2 IN WITNESS WHEREOF, Assignor and Assignee have executed this Instrument the day and year first above written. ASSIGNOI{: ASSIGNEE: W. O. J. SEETIN JEANETTE M. SEETIN THE CITY OF McCALL By Title EXHIBIT DO NOT EXECUTE ASSIGNMENT AND ASSUMPTION · OF EXISTING LEASES, p. 3