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HomeMy Public PortalAbout2013.12.19 Renewed and Amended Lease 10 YearRENEWED & AMENDED LEASE This Renewed & Amended Lease, hereinafter the "Lease" is made December 19, 2013, by and between the CITY OF MCCALL, IDAHO, an Idaho municipal corporation ("Lessor"), and CENTRAL IDAHO HISTORICAL MUSEUM, INC., an Idaho nonprofit corporation ("Lessee"), for and in consideration of the mutual covenants in this Lease. Recitals WHEREAS, on or about the 15t" day of October, 1993, the parties entered into the Lease attached hereto as Exhibit "A", hereinafter the "Original Lease"; and WHEREAS, the Original Lease expired on October 31, 2013; and WHEREAS, under the Original Lease, the Original Lease may be amended or renewed for two additional 20 year terms following expiration of the term of the Original Lease; and WHEREAS, the parties desire to amend and renew the Original Lease for a term of ten (10) years. NOW, THEREFORE, Lessor and Lessee hereby renew the Original Lease as hereinafter set forth, subject to the amendments thereto hereinafter contained, to -wit: 1. Lessor leases to Lessee, and Lessee leases from Lessor, the real property described on Exhibit "A" to this Lease (which real property including all improvements thereon is called "Property" in the rest of this Lease), which is located within the City of McCall, Valley County, Idaho, and is the former premises of the Southern Idaho Timber Protective Association, for the express purpose of the creation, maintenance and operation of the Museum, and on a "triple net" basis, that is, with all expenses of the Property to be borne by Lessee except as provided in paragraph 8 below 2. This Lease is for a term commencing at 12:01 AM on November 1, 2013, and ending at 11:59 PM, October 31, 2023. 3. For occupancy of the Property, Lessee agrees to pay to Lessor and Lessor agrees to accept from Lessee annual rent payments of $10.00 which shall be made on or before October 31 of each year of the term of this Lease beginning October 31, 2013. Lessee admits that possession of the Property at a rent which is far below fair market rental value is the full, fair, and complete investment of the City of McCall in the Museum. 4. Unless otherwise directed by Lessor in writing, Lessee shall make all payments due Lessor, on or before the due date and during normal business hours, at City Hall, which is currently 216 East Park Street, McCall, Idaho, or at such other location as may become City Hall in the future. RENEWED & AMENDED LEASE - 1 5. Lessee has examined and agrees to accept the Property in its present condition. 6. Lessee shall create, maintain, and operate the Museum on the Property in an orderly fashion using best efforts. Lessee acknowledges being subject to the zoning and building codes, as the same may be applicable to historical buildings. Lessee acknowledges that the State law authorizes the City to create exceptions in the zoning and building codes for historic buildings, but that the City has not yet done so. 7. The Property is listed on the National Register of Historic buildings and places, and Lessee shall not make any changes on the Property. Lessee shall not break ground, remove vegetation, or change the exterior appearance of any building or grounds other than for normal maintenance repair of landscaping and exterior repainting in the same color. 8. Lessee shall be solely responsible for the maintenance of the Museum and of Property. Lessee, at its expense, will provide or see to the provision of all services, utilities, labor, and materials needed for the Property and pay, prior to delinquency, all accounts for services, utilities, labor, and materials supplied to the Property, except that Lessor agrees to pay the first $1,500.00 in water fees to the City of McCall for irrigation and also to provide mowing and turf care to the lawn within the Property. The parties agree that the financial responsibilities of the Lessor for water fees and mowing and turf care will be reviewed annually by the parties. Without limiting the generality of the foregoing, Lessee will perform or see to the performance of the necessary maintenance of the landscaping and the exterior of the buildings in their present condition or better; buildings shall be maintained to ensure that they remain useful and habitable, including maintenance of roofs, heating facilities, plumbing, and wiring. If the public is invited onto the Property, proper measures shall be taken for public health and safety. 9. Lessor and Lessee both anticipate that no taxes will become owing to any jurisdiction by Lessor or Lessee with respect to the Property or the Museum. Should any such taxes become payable, they shall be paid by Lessee prior to their becoming delinquent. 10. The Property will be used by Lessee solely for the Museum, and for interim residential and office uses not inconsistent with subsequent use for the Museum. If for any reason Lessee determines that there is an appreciable risk that the Museum cannot be continued, Lessee shall give Lessor not less than one hundred eighty (180) days advance written notice in order that the possibility of reverter to the state can be addressed. 11. Lessor may provide and pay for casualty insurance for the Facility, in the amount of replacement cost (for equivalent square footage of Museum space), against fire, storm, and other casualties and contingencies. Lessee shall prohibit the storage of liquid fuels, other combustibles, hazardous materials, and toxic materials within the Property, and include such prohibition in all rental agreements and subleases with Subtenants. 12. Lessor will maintain public liability insurance against bodily injury, personal injury and property damage on Property, under the Lessor's insurance policies in force with respect to other real property belonging to Lessor; Lessor will seek fire and extended coverage RENEWED & AMENDED LEASE - 2 insurance on the buildings on Property. Lessee shall maintain public liability insurance against bodily injury, personal injury, and property damage, with limits at least equal to that maintained by Lessor. Lessee will be responsible to obtain and to pay for any insurance carried on its leasehold interest or the contents of the buildings. 13. Lessee will comply with all ordinances, regulations, and laws affecting the Property or its use, and will not use nor permit the Property to be used for any unlawful purpose. 14. Lessee will not erect on the Property signs, poles, lights, or advertising devices, without prior written approval of Lessor, nor without the appropriate permits for which fees shall be paid. 15. Lessee will furnish evidence of payment of withholding taxes for income tax for the United States and for the State of Idaho, social security (FICA and Medicare) taxes, unemployment insurance taxes, and any other withholding required by law, and workers' compensation, at the end of each quarter of each year during the term of this Lease. Lessee shall pay all personal property taxes (if any) on Lessee's personal property on the Property, and all sales taxes resulting from Lessee's operations on the Property, Lessee will pay real property taxes, special assessments, or other taxes with respect to Property, if any. 16. Lessee will not permit any materialman's, mechanics', laborers', or other lien of any nature to attach to the Property or to Facility. 17. Upon termination or expiration of this Lease or any extension thereof, fixtures and improvements on the Property shall be dealt with as follows: A. Whether or not the property is to continue to be a Museum, buildings and other permanent improvements shall remain or shall become property of the Lessor. B. If the property is to continue to be used as a Museum, fixtures and displays which belong to Lessee shall become the property of Lessor. C. If the property is not to continue to be used as it Museum, Lessee shall have 180 days from termination to arrange for transfer of fixtures and displays to another museum. D. Nothing in this paragraph is meant to apply to displays or items which are on loan to Lessee, which material shall be dealt with as resolved between Lessor and the owners thereof. 18. If Lessee defaults in payment of rents specified herein after thirty days written notice of delinquency, or fails to do any other act required by this Lease, Lessor has the option of terminating this Lease, re-entering the Property, and removing all persons and property from the Property. Lessor has the option of doing any such act at Lessee's expense, and charging such expenses to Lessee. Termination in no way relieves Lessee from responsibility for loss of rents by Lessor because of termination, or any other liability under this Lease. Upon re-entering the RENEWED & AMENDED LEASE - 3 Property, Lessor may succeed to the benefit of and take over as direct lessor some or all of Lessee's contracts with Subtenants. 19. Lessee, for and on behalf of Lessee and Lessee's Subtenants, agrees to indemnify and to save Lessor and hold Lessor harmless against any loss or liability for injury or damage to person or property occurring on the Property or property adjacent to Property during the term of this Lease from any cause whatsoever, including without limitation the negligent acts or omissions of Lessor, its agents, employees, or public invitees. 20. Lessee will not assign this Lease, without the prior written consent of Lessor, which consent shall not be unreasonably withheld. Any such assignment will be void without such consent. Lessee will not sublet the property or any part thereof, except that with prior notice to Lessor, Lessee may sublet ground floor office space in the former SITPA office building to nonprofit organizations and government agencies. The creation of a genuine risk of reversion of title to the State is a sufficient reason to withhold consent, for example. Lessee shall be entitled to rent any space on the Property occupied during 2013 as then occupants' full-time residence without each rental arrangement needing to be approved by the City. All leases or subleases of any residence on the property shall contain the appropriate disclosures regarding the possible presence of lead based paint. Lessee shall comply with all laws relating to residential tenancies including but not limited to the implied covenant of habitability and the minimum habitability standards found in Title 6, Chapter 3, Idaho Code. Lessee shall install and maintain working U.L. approved smoke detectors in all residential property, and for those residences that use a combustible fuel heating source of any kind, a working U.L. approved carbon monoxide detector must be installed and maintained. Lessee may require its sublessees to maintain these detectors including the replacement of batteries. 21. Lessee agrees to work in good faith to accommodate Lessor if, during the term of this lease, Lessor desires to use a portion of the Property for a purpose (eg, Parks and Recreation administrative offices) and in a manner that does not interfere with the core activities of the Museum. 22. If any legal action or proceeding related to this Lease is begun by any party to this Lease, the prevailing party shall be entitled to recover its commercially reasonable attorney's fees and witness and expert witness fees, incurred in prosecuting or defending the same. The Lessor shall be entitled to such fees, if the prevailing party, notwithstanding the fact that the City Attorney is salaried. 23. This Lease is governed by the laws of Idaho, and Valley County, Idaho is the proper venue. Lease. 24. Time is of the essence with respect to the obligations of the parties under this 25. Any rights and remedies stated in this Lease are cumulative. RENEWED & AMENDED LEASE - 4 26. The neglect of any party to enforce its lights at any particular times or upon any particular occurrences shall not preclude resort to those lights at any other time or with respect to any other occurrences. Any waiver of any right must be done in a writing executed by the party to be charged with such waiver, and executed with no fewer or different formalities and approvals than were attendant upon execution of this Lease. 27. This Lease shall bind and inure to the benefit of the parties and their respective heirs, successors and assigns. 28. This Lease constitutes the entire agreement between and among the parties as to the matter set out in it, and all prior negotiations and discussions, memoranda, correspondence, and communications are merged into and extinguished by this Lease. 29. The parties to this Lease shall accept notices at the following addresses and telephone numbers: Lessee: Lessor: Central Idaho Historical Museum, Inc. City of McCall, Idaho 1001 State Street Attn: City Clerk McCall, ID 83638 P. O. Box 1065 McCall, ID 83638 IN WITNESS WHEREOF, the parties do execute this Lease on the day and year first above written. LESSEE: LESSOR: CENTRAL IDAHO HISTORIFAL MUSEUM, INC. CITY OFMCCALL By: By: r%'' Preside Attest: Secretary Attest: Mayor City Clerk RENEWED & AMENDED LEASE - 5 STATE OF IDAHO :ss County of Valley On this day of in the year 2013, before me, LT/1/6/ UU ; L,` 6/1) , a Notary Publi , personally appeared Donald C. Bailey and BessieJo Wagner, the Mayor and City Clerk, respectively, of the CITY OF McCALL, known or identified to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same on behalf of the City of McCall and were so authorized to do so. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first ,$wwitte. (SEAL) County of Valley Notary ublifor Idaho Commission Expires: On this ,) 7 day of 1,tee r v , in the year 2013, before me, , a Notary Public, . ersonally appeared Marlee Wilcomb and Lyle Nelson, the Piesident and Secretary, respectively, of the CENTRAL IDAHO HISTORICAL MUSEUM, INC., known or identified to me to be the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same on behalf of the Central Idaho Historical Museum, Inc., and were so authorized to do so. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. N6fary Public forildaho Commission Expires: - d-0/7 RENEWED & AMENDED LEASE - 6