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HomeMy Public PortalAbout10/93 Lease AgreementLEASE This Lease ("Lease") is made October 15, 1993, by and between the City of McCall, Idaho, an Idaho municipal corporation ("Lessor"), and Central Idaho Interpretive Museum and Visitor Center, Inc., an Idaho nonprofit corporation ("Lessee"), for and in consideration of the mutual covenants in this Lease. 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 Interpretive Museum and Visitor Center, and on a "triple net" basis, that is, with all expenses of the Property to be borne by Lessee. 2. This Lease is for a term commencing at 12:01 AM on November 1, 1993, and ending at 11:59 PM, October 31, 2013, except as this Lease may be amended or renewed from time to time in accord with this Lease. Lessor is in the process of acquisition of legal title from the State of Idaho and has the right of possession; as between Lessor and Lessee, Lessee is entitled to possession of and the income from the Property immediately, but only according to the terms of this Lease. 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, the receipt of which for the first year is acknowledged. Payment shall be made on or before October 31, 1994 and on or before the same day of each year thereafter. 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 Interpretive Museum and Visitor Center. 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. 5. Lessee has examined and agrees to accept the Property in its present condition. 6. Lessee shall create, maintain and operate the Interpretive Museum and Visitor Center 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 inconsistent with that status except in accord with City approval of designs for and site plans of Property. Lessee shall not break ground, remove vegetation, or change the exterior appearance of any building or grounds prior to obtaining such approval, other than for normal maintenance repair of landscaping and exterior repainting and the like without change of color. 8. Lessee shall be solely responsible for the maintenance of the Interpretive Museum and Visitor Center 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. Without limiting the generality of the foregoing, Lessee will perform or see to the performance of the necessary LEASE of FORMER SITPA SITE page 1 of 5 Central Idaho Interpretive Museum and Visitor Center, Inc. maintenance of the landscaping and the exterior of the buildings to 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 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 Interpretive Museum and Visitor Center. 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 Interpretive Museum and Visitor Center, and for interim residential and office uses not inconsistent with subsequent use for the Interpretive Museum and Visitor Center. If for any reason Lessee determines that there is an appreciable risk that the Interpretive Museum and Visitor Center cannot be brought into existence in a timely fashion, or once existing cannot be continued, Lessee shall so notify the City in order that the possibility of reverter to the state can be addressed. 11. Lessee shall provide and pay for insurance of Facility, in the amount of replacement cost (for equivalent square footage of museum and visitor center space), against fire, storm, and other casualties and contingencies. Lessor 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 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 insurance on the buildings on Property; Lessee will reimburse Lessor within thirty days after demand for the same, for any incremental premium paid by Lessor above premiums payable if Lessor did not provide any insurance with reference to Property. Lessee will be responsible to obtain and to pay for any insurance carried on 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, nor 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, mechanic's, laborer's, 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. LEASE of FORMER SITPA SITE page 2 of 5 Central Idaho Interpretive Museum and Visitor Center, Inc. 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 a 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 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 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. For the first five years of the term of this Lease as the Interpretive Museum and Visitor Center is being created and organized, Lessee shall be entitled to rent any space on the Property occupied during 1992 as the -.lien occupants' full-time residence without each rental arrangement needing to be approved by the City. 21. Lessee at its option upon giving Lessor written notice not less than 180 days before the end of the term of this Lease, may renew this Lease, subject to all of its terms and conditions, for an additional term of 20 years; in turn, Lessee at its option upon giving Lessor written notice not less than 180 days before the end of that extended term of this Lease, may renew this Lease, subject to all of its terms and conditions, for a second additional term of 20 years; for a total of 60 years. Upon the occasion of any such renewal and prior to its becoming effective, Lessor and Lessee shall meet to determine the rental to be paid by Lessee to Lessor in the light of the then prevailing market practices, the then amortized and unamortized investment of Lessee, and the then current cost to the City of the administration of this Lease. At the end of such 60 years, should the Lease have been renewed thus far, Lessor and Lessee shall enter into a new lease upon substantial equal terms to this Lease given the then current laws and customs; provided, that if at that time the Interpretive Museum and Visitor Center is a functioning facility meeting its intended purposes and uses, the Interpretive Museum and Visitor Center is entitled to continue in existence without material, new economic obligations being imposed on either party. 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 LEASE of FORMER SITPA SITE Central Idaho Interpretive Museum and Visitor Center, Inc. page 3 of 5 attorneys 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 law of Idaho, and Valley County, Idaho is the proper venue. 24. Time is of the essence with respect to the obligations of the parties under this Lease. 25. Any rights and remedies stated in this Lease are cumulative. 26. The neglect of any party to enforce its rights at any particular times or upon any particular occurrences shall not preclude resort to those rights 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 Agreement shall accept notices at the following addresses and telephone numbers: Lessee Central Idaho Interpretive Museum and Visitor Center, Inc. Box McCa11, ID 83638 DATED: //— /6 —fr.— A ttes Ines H. Henderson City Clerk Lessor City of McCall Attn. City Clerk P. O. Box 1065 McCa11, ID 83638 CITY OF McCALL Lessor by: Dean A. Martens, Mayor Central Idaho Interpretive Museum and Visitor Center, Inc. Secretary LEASE of FORMER SITPA SITE Central Idaho Interpretive Museum and Visitor Center, Inc. page 4 of 5 State of Idaho ) ) ss. County of Valley ) On this day of June, in the year 1995, before me, notary public, personally appeared Dean A. Martens, known or identified to me to be the Mayor of the City of McCall that executed the said instrument, and acknowledged to me that such City of McCall executed the same. Notary Public for Idaho My commission expires: State of Idaho ) ) ss. County of Valley ) On this I I `14\ day of 181rt"1b'; in the year 1e 95, before me, �p �.t' t ittJ-4, -ixc� , notary public, personally appeared �. - S111 1, fk JP- , known or identified to me to be the president, or vice-president, or secretary or assistant secretary, of the corporation that executed the instrument or the person who executed the instrument on behalf of said corporation, and acknowledged to me that such corporation executed the same. • �0 i„, ST'41 � ? � •• r pT AR Y •• ,•� : Notary Public for Idaho La�'d'F- 4C ; �. S - ? My commission expires: 7- -6/ �• • ='Z C, :* '%`P'1,•••••• 11. ''••.,', re Of i 0••• ••••••••••40 LEASE of FORMER SITPA SITE page 5 of 5 Central Idaho Interpretive Museum and Visitor Center, Inc.