HomeMy Public PortalAbout2018.01.01 Valley Co. Lease for 550 Dienhard Lane Office Space - Police DeptLEASE
THIS AGREEMENT is made and entered into this 1st day of January, 2018, by and
between VALLEY COUNTY, IDAHO, hereinafter referred to as the "Lessor," and THE CITY
OF McCALL, IDAHO, hereinafter referred to as the "Lessee."
WITNESSETH:
That the Lessor, for and in consideration of the rents, covenants and agreements
hereinafter mentioned on the part and behalf of the Lessee to be paid, kept and performed, does
by these presents grant, demise and lease unto the Lessee, and the Lessee does by these presents
hire, rent and take from the Lessor, that certain office premises consisting of 3,100 square feet,
more or less, hereinafter referred to as the "premises," located on the following described real
property, to wit:
The identified portions of 550 Dienhard Ln., McCall ID 83638
See Exhibit A attached hereto and, by this reference, incorporated herein as if set
forth in full.
TO HAVE AND TO HOLD said premises, together with the appurtenances, privileges,
rights and easements thereto belonging, unto the Lessee for the term of five (5) years, said term
to commence on January 1, 2018, and terminate on January 1, 2022 (the "initial term"), for the
rental and upon the following terms and conditions. For purposes of this Lease, the word term as
used herein shall refer to the initial term and any extended term under this Lease.
1. RENTAL: Lessee covenants and agrees to pay monthly rent for said premises in
the sum of $2,700 per month, payable on the 7th day of each month for that month commencing
January, 2018.
2. RENEWAL: The term of the lease shall automatically continue and be renewed
for additional five-year periods following the expiration of the initial term unless (1) Lessee shall
have exercised its first right to purchase the premises prior to the expiration of the current lease
term and closing shall have occurred in accordance with the terms of the purchase agreement, or
(2) either party shall have notified the other party, in writing, no later than sixty (60) days prior
to the expiration of the current lease term, that it does not elect to extend the lease beyond the
current lease term, or (3) the lease shall be terminated by the McCall City Council at the
expiration of its current lease term. All terms and conditions of the lease during any renewal
period shall be the same as during the initial term of this lease.
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3. USE OF PREMISES: Lessee covenants and agrees that the leased premises
shall be used as a police station for the McCall Police Department, and any other business that is
compatible therewith, and shall not be used for any other purpose or purposes without the prior
written consent of Lessor.
4. MAINTENANCE: Lessee agrees to maintain the premises and improvements in
good condition, reasonable wear, tear and damage by the elements excepted, subject to the
specific duties imposed upon the respective parties hereto by this Lease with regard to the
maintenance of certain portions of the premises, and, at the termination of this Lease in any
manner, Lessee shall surrender said premises to Lessor in such condition.
Lessor agrees to maintain and keep the roof, exterior walls, foundation and parking lots
in a good state of repair at Lessor's cost and expense, except as to damage occasioned by
Lessee's use and occupancy of said premises, including damage by Lessee's customers,
employees or those persons going on the leased premises for the purposes of doing business with
Lessee. Provided, however, that Lessor shall not be obligated to make any such repairs until
written notice has been given by Lessee to Lessor, and Lessor shall not be liable for any damage
to Lessee's personal property due to damage to the building, unless Lessor has failed to make the
necessary repairs within a reasonable time after written notice of said damage and the need of
repairs has been given to Lessor.
5. ALTERATIONS AND IMPROVEMENTS: Lessee shall have the right to
identify dedicated police department space on the premises by making improvements and/or
alterations to the interior and exterior of the premises at Lessee's own cost and expense. Lessee
may add temporary partitions and install trade fixtures upon the premises, provided that the
installation and construction thereof does not damage the superstructure of the building or the
exterior of the building in which the premises are located. Lessee shall have the right to remove
the same with the expiration of this Lease, provided that Lessee is not in default of any of the
terms and conditions herein, and provided further that any damage which might be occasioned
by the removal thereof will be repaired at Lessee's expense. For purposes of this Lease,
dedicated police department space shall include parking lots and gated exterior sections, a
common lobby, and any other change or modification which Lessee shall require for the
purposes of a police station.
6. SIGNS, FIXTURES AND EQUIPMENT: Lessee shall have the right to place a
reasonably sized sign upon the premises identifying it as a police station and any such sign shall
be in compliance with City of McCall requirements for signs for police stations. Upon
termination of this Lease, Lessee shall have the right to remove the sign from the premises so
long as Lessee repairs any damage to the structure occasioned by such removal at Lessee's own
cost. The parties further acknowledge that Lessee will be installing equipment and fixtures in
the premises for use in Lessee's business, and Lessee shall have the right to remove said
equipment and fixtures upon termination of this lease, but Lessee shall repair any damage done
to the premises by reason of the removal of such fixtures and equipment.
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7. COMPLIANCE WITH LAW: Lessee agrees to comply with all municipal,
state and federal laws, rules, regulations and ordinances and to do all things necessary to stay in
compliance with the same.
8. UTILITIES: During the term of this Lease, Lessee shall reimburse Lessor for
Lessee's portion of all utilities used by Lessee in the premises including gas, electric, cable,
interne and water. Lessee's portion of the utilities shall be calculated by Lessor based on the
square footage of the premises leased by Lessee. Lessee shall promptly reimburse Lessor for
Lessee's portion of the utilities upon receipt of the amount due from Lessor.
9. SNOW REMOVAL: During the term of this Lease, Lessee shall maintain snow
removal for ALL parking lots and walkways for the facility located at 550 Deinhard Ln.
10. TAXES AND ASSESSMENTS: Neither party is subject to the payment of real
property taxes. Lessor shall pay any assessments of any kind levied against the premises during
the term of this Lease and any extension thereof; and Lessee shall pay any personal property
taxes and assessments of any kind levied against Lessee's personal property located upon the
premises, promptly as the same become due.
11. ASSIGNMENT OR SUBLEASING: Lessee shall not assign this Lease nor
sublet to any other lessee the said leased premises or any portion thereof, without the written
consent first obtained of Lessor; provided, however, such consent shall not be unreasonably
withheld by Lessor.
12. DAMAGE OR DESTRUCTION: If the buildings or structures housing the
premises shall be damaged by fire, the elements, explosions or other causes, not directly as a
result of Lessee's negligence, Lessor will, at Lessor's own proper cost and expense cause the
same to be repaired and restored to the same condition as before such damage was done, subject
to delays due to adjustment of insurance claims, strikes and other causes beyond Lessor's
control. If the buildings or structures located upon the premises shall be so damaged as to be
unfit in whole or in part for occupancy or use in the manner and form as theretofore used, Lessor
shall cause the same to be promptly restored, repaired and rebuilt and the rents hereby reserved,
or a fair and just portion thereof according to the nature and extent of the damage sustained, will
be suspended and cease to be payable until said premises shall be restored to the same condition
as before such damage was done; provided, however, that if at any time during the term of this
Lease or any renewal thereof the buildings and structures located upon the premises shall be
destroyed to the extent of seventy-five percent (75%) or more of the replacement cost of all
buildings and structures located upon the premises, the Lessor may elect to terminate the Lease
as of the date of such damage or destruction by written notice to Lessee, and Lessor shall
thereafter be under no obligation to restore, repair or rebuild said buildings or premises, and
Lessee shall be under no obligation to pay any rental from and after the date of such damage or
destruction.
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In the alternative, and at Lessor's sole option, Lessor may elect not to repair, restore or
replace the damaged property and may elect to offer the same for sale to Lessee pursuant to its
first right to purchase the premises. If Lessee elects to purchase the premises, at the closing of
the purchase transaction, Lessor shall assign to Lessee all insurance proceeds received or
receivable from the damaged or destroyed property, save the deductible, and Lessor shall have
no obligation to compensate Lessee for lost use of any portion of the premises during the term of
the lease. Lessor shall have no obligation to Lessee other than to assign any insurance proceeds
received by it to Lessee at a closing occurring in accordance with the terms of a purchase
transaction, even if said proceeds are insufficient to replace or repair the damaged property; and
in the event Lessee elects to not exercise its right to purchase the premises, this lease shall
terminate, Lessee shall forfeit all rent theretofore paid, and neither party shall have any further
responsibility or liability under the terms of this lease.
13. FIRE HAZARDS: The Lessee shall not do anything in the premises or bring or
keep anything therein which will increase the risk of fire, or which will conflict with the
regulations of the fire department or any fire laws, or with any fire insurance policies on the
buildings, or with any rules or ordinances established by the board of health, or with any
municipal, state or federal laws, ordinances or regulations.
14. LABOR CONTRACTS AND EMPLOYEES: The parties hereto expressly
covenant and agree that all labor contracts and employment agreements with employees shall be
made directly with Lessee and that all such employees shall be deemed solely the employees of
Lessee and in no way employees of Lessor. Lessee covenants and agrees to indemnify and hold
harmless Lessor of and from any liability for any acts of employees of Lessee or any acts of
persons working for Lessee under a labor contract.
15. RIGHT OF INSPECTION: Lessor shall have the right to enter the premises at
any reasonable time to examine the same and to determine the state of repair or alterations which
shall or may be necessary for the safety and preservation of the premises.
16. WASTE PROHIBITED: Lessee shall not commit any waste or damage to the
premises nor permit any waste or damage to be done thereto.
17. LIABILITY: Lessor shall not be liable for any injury or damage which may be
sustained by any person or property of the Lessee or any other person or persons resulting from
the condition of said premises or any part thereof, or from the street or subsurface, or from any
other source or cause whatsoever, nor shall the Lessor be liable for any defect in the building and
structures in which the premises are located, latent or otherwise, and Lessee agrees to indemnify
and hold harmless Lessor from such liability.
18. LIABILITY INSURANCE: Lessee shall include the premises in Lessee's
comprehensive liability insurance policy.
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19. FIRE AND EXTENDED COVERAGE INSURANCE: Lessee shall have no
duty or obligation to maintain fire or extended coverage insurance on the structures within which
the premises are located and Lessor may maintain any such insurance on said premises and the
structures thereon as Lessor desires. Lessor shall be under no duty or obligation to maintain fire,
casualty or other insurance upon the personal property and contents of the premises owned by
Lessee and Lessee may maintain such insurance on said contents and personal property Lessee
desires.
20. SURRENDER OF POSSESSION: Lessee agrees to surrender possession of the
premises to Lessor at the expiration of this Agreement, or any extension thereof, in the same
condition as when the same were entered into by Lessee, wear and tear, reasonable use and
occupancy and damage by the elements excepted.
21. FIRST RIGHT OF REFUSAL TO LEASE ADDITIONAL SPACE: During
the term of this lease, should Lessor determine to lease additional or other space located in the
building in which the premises are located, Lessor shall first offer to lease the additional or other
space to Lessee for a price set set forth in Lessor's written notification to Lessee that additional
or other space is available for lease. Lessee shall have thirty (30) days to accept or reject said
offer. If Lessee fails to accept said offer within said thirty (30) days, then Lessor shall have the
right to lease the additional or other space to a third party at the same price and terms as set
forth in the written notification provided to Lessee by Lessor. The first right of refusal granted
pursuant to this paragraph shall expire with the expiration or termination of this Lease.
22. FIRST RIGHT OF REFUSAL TO PURCHASE: During the term of this
lease, if Lessor receives a bona -fide offer to purchase the building and premises in which the
premises are located and desires to accept said offer, then Lessor shall first send to Lessee
written notice setting forth the name of the prospective purchaser and the proposed purchase
price and terms and Lessor shall offer to sell the property to Lessee at the same price and upon
the same terms set forth in said notice. Lessee shall have thirty (30) days to accept or reject said
offer. If Lessee fails to accept said offer within said thirty (30) days, then Lessor shall have the
right to sell the demised premises to the prospective purchaser upon the price and terms as set
forth in said notice. Any such purchaser shall acquire the property subject to all of the terms and
conditions of this lease, including the first right to refuse to lease additional space and first right
to refuse to purchase as set forth in paragraphs 21 and 22, respectively.
During the term of this lease, should Lessor determine to sell the building in which the
premises are located Lessor shall first offer the same for sale to Lessee for a price set set forth in
Lessor's written notification to Lessee that the property is for sale. Lessee shall have thirty (30)
days to accept or reject said offer. If Lessee fails to accept said offer within said thirty (30) days,
then Lessor shall have the right to sell the property to a third party at the same price and terms as
set forth in the written notification provided to Lessee by Lessor. Any such purchaser shall
acquire the property subject to all of the terms and conditions of this lease, including the first
right to refuse to lease additional space and first right to refuse to purchase as set forth in
paragraphs 21 and 22, respectively.
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At the closing of a purchase transaction by Lessee pursuant to this paragraph, this Lease
shall terminate.
The first right of refusal granted pursuant to this paragraph shall expire with the
expiration or termination of this Lease.
23. DEFAULT AND FORFEITURE: Time and the strict and faithful performance
of each and every one of the conditions of this Agreement are expressly made the essence of this
Agreement.
Non -Payment of Rent: If Lessee shall fail to pay rent, Lessor shall pursue all remedies
available to Lessor under the Idaho Unlawful Detainer Statutes of Idaho Code §6-301 et. seq.
Other Than Non -Payment Of Rent: For any reason other than non-payment of rent, if
default be made by the Lessee in keeping, performing or observing any of the covenants of this
Lease or failing to perform any other obligation imposed by this Lease, such shall constitute a
default hereunder, and if Lessee shall fail to cure that default within thirty (30) days after Lessor
has served notice upon Lessee of said default indicating the manner in which Lessee is in
default, Lessor, immediately, and without further notice or demand upon Lessee, shall have any
or all of the following rights and options:
(a) To specifically enforce this Lease Agreement by suit in equity;
(b) to declare this Lease Agreement null and void, forfeited and terminated, as of the
date of the breach, and to retain, as liquidated damages and reasonable rental, all payments
theretofore made and all improvements placed upon the Property, and to enter and repossess the
Property;
(c) to mitigate Lessor's damages occasioned by Lessee's default by retaking
possession of the leased property and reletting same, or any portion thereof, to other lessees, and,
upon that occurrence, Lessee shall receive a credit against the rental due by Lessee under this
Lease Agreement in the amount of rental received by Lessor from reletting the leased property,
or any portion thereof, to other lessees. Lessee shall, however, remain obligated to Lessor,
pursuant to the terms of this Lease Agreement, for the difference between the rental received by
Lessor from reletting the leased property, or any portion thereof, to other lessees and the amount
of rent due actually due pursuant to the terms of this Lease Agreement by Lessee.
If Lessee shall fail to surrender possession of the demised leased property to Lessor, upon
demand by Lessor, the Lessee shall be deemed guilty of an unlawful and forcible detention of
said leased property. If Lessee shall abandon or vacate said leased property, or if this Lease
Agreement be terminated for breach of any of the covenants and agreements herein contained,
Lessee hereby agrees to pay all reasonable expenses incurred by Lessor in obtaining possession
of said leased property from Lessee, including reasonable legal expenses and attorney's fees, and
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to pay such other expenses as the Lessor may incur in putting the leased property in good order
and condition as herein provided, and also to pay all other reasonable and necessary expenses or
commissions paid by Lessor in re -leasing the leased property. In the event of notification of
default by Lessor to Lessee and Lessee does in fact cure such default, then and in that event
Lessee shall pay, in addition to all arrearages as existing under the notice of default, the
reasonable attorneys fees incurred by Lessor in determination of the default and the notification
to the defaulting Lessee.
The foregoing rights and remedies are not intended to be exclusive, and all parties shall
have any and all other remedies permitted in law or equity. The rights and remedies of the
parties are not intended to be mutually exclusive except to such extent that they are inherently
and necessarily contradictory, and it is intended that all permissible remedies and rights may be
exercised concurrently or successively, or both.
24. HAZARDOUS SUBSTANCES - LESSOR: Lessor represents and warrants that
there has been no release of hazardous substances on the property as defined by applicable
Federal or State laws and regulations and holds Lessee harmless from any violation alleged to
have occurred prior to Lessee's taking possession of the property. This covenant shall survive
the closing of this transaction.
25. TERMINATION: Notwithstanding the foregoing, this Lease may be terminated
at any time by either party giving sixty (60) days' written notice to the other party of an intention
to terminate this Lease at the expiration of the current lease term.
26. ATTORNEY'S FEES: In the event an action is brought to enforce any of the
terms or provisions of this Lease, or enforce forfeiture thereof for default thereof by either of the
parties hereto, the successful party to such action or collection shall be entitled to recover from
the losing party a reasonable attorney's fee, together with such other costs as may be authorized
by law.
In case suit shall be brought for an unlawful detainer of the said premises for the recovery
of any rent due under the provisions of this Lease, or because of the breach of any other
covenant herein contained on the part of Lessee to be kept or performed, Lessee shall pay to
Lessor all costs, expenses and attorney's fees which shall be incurred by Lessor in enforcing the
covenants and agreements of this Lease Agreement.
27. NOTICES: All notices required to be given to each of the parties hereto under
the terms of this Agreement shall be given by depositing a copy of such notice in the United
States mail, postage prepaid and registered or certified, return receipt requested, to the respective
parties hereto at the following address:
Lessor: Valley County Commissioners
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Lessee: City of McCall
With a copy to:
Attention: Chief of Police
216 E. Park St.
McCall, ID 83638
City of McCall
Attention: City Clerk
216 E. Park St.
McCall, ID 83638
or to such other address as may be designated by writing delivered to the other party. All notices
given by certified mail shall be deemed completed as of the date of mailing except as otherwise
expressly provided herein.
28. REPRESENTATIONS: It is understood and agreed by and between the parties
hereto that there are no verbal promises, implied promises, agreements, stipulations,
representations or warranties of any character excepting those set forth in this Agreement.
29. BINDING EFFECT: The provisions and stipulations hereof shall inure to the
benefit of and bind the heirs, executors, administrators, assigns and successors in interest of the
respective parties hereto.
30. RECORDING: The parties hereto agree that they will not record a copy of this
Agreement, Lessee's occupancy of said premises being notice of Lessee's interest therein, and
the recording of said Lease by Lessee shall, at the option of Lessor, constitute a default in the
terms and conditions hereof.
31. SITUS: This Lease is established and accepted by the Lessee under the laws of
the State of Idaho, and all questions concerning its validity, construction and administration shall
be determined under such laws.
32. HEADINGS: The bolded paragraph headings are for convenience only and are
not a part of this Lease agreement and shall not be used in interpreting or construing this Lease
agreement.
33. SEVERABILITY: If any portion or portions of this Lease shall be, for any
reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid,
enforceable and carried into effect, unless to do so would clearly violate the present legal and
valid intentions of the parties hereto.
IN WITNESS WHEREOF, the Lessor and Lessee do execute this Lease Agreement the
day and year first above written.
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LESSOR: LESSEE:
VALLEY COUNTY, IDAHO
THE CITY OF McCALL, IDAHO
BBy: A-f-i-- ` - ,_____---
Commissioner Mayor
By: Gam, t.�.�(3,Att
,vfrimissioner �'ty Clerk
By: , .1 Attest: .'.� a,
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Com ssioner Cou Clerk
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