HomeMy WebLinkAbout24-2470 Generations Plaza Lease Agreement CITY OF MERIDIAN RESOLUTION NO. 24-2470
BY THE CITY COUNCIL: CAVENER, LITTLE ROBERTS, OVERTON,
STRADER, TAYLOR,WHITLOCK
A RESOLUTION APPROVING LEASE AGREEMENT CONCERNING PATIO AREA IN
GENERATIONS PLAZA; AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE
AND ATTEST SAID AGREEMENT ON BEHALF OF THE CITY OF MERIDIAN; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS,the City owns Generations Plaza, a public gathering space at the northeast corner
of the intersection of N. Main Street and E. Idaho Avenue ("Generations Plaza"); and,
WHEREAS, Trax Holding, LLC ("Lessee") owns Lot 4, Block 5, of the Amended Plat of the
Townsite of Meridian, Ada County, Idaho ("Lot 4"), and wishes to lease a portion of Generations
Plaza("Lease Premises") for use as a patio area in conjunction with cafe or restaurant uses on Lot 4;
and,
WHEREAS,the City is authorized under Idaho Code section 50-1401 to manage real property
owned by the City in ways which the City Council deems to be in the public interest; and,
WHEREAS,the City Council hereby finds that leasing the Lease Premises to the Lessee
serves the public interest by making Generations Plaza a more desirable place for community members
to congregate and recreate; and,
WHEREAS,the City Council hereby finds that the Lease Premises are not otherwise needed
for City purposes, and pursuant to Idaho Code section 50-1407, the Mayor and Council hereby resolve
and authorize the lease of the Lease Premises to the Lessee.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
MERIDIAN, IDAHO AS FOLLOWS:
Section 1. That the terms of that certain Lease Agreement Concerning Patio Area in
Generations Plaza, which is incorporated herein by reference, are just and equitable, and said
Agreement is hereby approved as to both form and content.
Section 2. That the Mayor and City Clerk be, and hereby are, authorized to respectively
execute and attest said Agreement for and on behalf of the City of Meridian.
Section 3. That this Resolution shall be in full force and effect immediately upon its adoption
and approval.
ADOPTED by the City Council of the City of Meridian, Idaho, this10thday ofSeptember2024.
APPROVED by the Mayor of the City of Meridian, Idaho, this 1 Oth day ofSeptember2024.
RESOLUTION APPROVING LEASE AGREEMENT CONCERNING PATIO AREA IN GENERATIONS PLAZA PAGE. 1
APPROVED:
Robert E. Simison, Mayor 9-10-2024
ATTEST:
By:
Chris Johnson, City Clerk 9-10-2024
RESOLUTION APPROVING LEASE AGREEMENT CONCERNING PATIO AREA IN GENERATIONS PLAZA PAGE 2
LEASE AGREEMENT CONCERNING PATIO AREA IN GENERATIONS PLAZA
This LEASE AGREEMENT CONCERNING PATIO AREA IN GENERATIONS PLAZA
("Lease") is entered into by and between the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho, whose address is 33 E. Broadway Avenue, Meridian, Idaho 83642
("Lessor"), and Trax Holding, LLC, a limited liability company organized under the laws of the State
of Idaho, whose address is 877 W. Main Street, Suite 700,Boise, Idaho 83702 ("Lessee"), effective the
10th day ofSeptemb r2024 ("Effective Date"). Lessor and Lessee may be referred to individually as
"Party" or collectively as "Parties."
WHEREAS, Lessor owns Generations Plaza, a public gathering space located in Meridian,
Idaho at the northeast corner of the intersection of N. Main Street and E. Idaho Avenue ("Generations
Plaza");
WHEREAS, Lessee owns Lot 4, Block 5, of the Amended Plat of the Townsite of Meridian,
Ada County, Idaho ("Lessee Lot"), which is located adjacent to Generations Plaza;
WHEREAS, Lessee wishes to lease a portion of Generations Plaza ("Lease Premises") for use
as a patio area,which will be used in conjunction with cafe or restaurant uses;
WHEREAS, Lessor is authorized under Idaho Code section 50-1401 to manage real property
owned by the Lessor in the public interest;
WHEREAS, the City Council of the City of Meridian hereby finds that leasing the Lease
Premises to the Lessee serves the public interest by making Generations Plaza a more desirable place for
community members to congregate;
WHEREAS, pursuant to Idaho Code section 50-1409, the Mayor and City Council hereby
authorize the lease of the Lease Premises to the Lessee;
NOW,THEREFORE,for good and valuable consideration,the receipt and sufficiency of which
is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein
contained, and in consideration of the recitals above, which are incorporated herein, Lessor and Lessee
agree as follows:
I. Lease granted. In consideration of the payment of rent to be paid by Lessee to Lessor pursuant to
this Lease("Rent") and the performance of the other covenants, conditions and agreements in this
Lease to be kept and performed by Lessee, Lessor does hereby lease and demise the Lease
Premises to Lessee. The Lease Premises shall be defined as follows: That certain area commencing
at the southeast corner of Lot 3, Block 5, of the Amended Plat of the Townsite of Meridian, Ada
County, Idaho; thence 15 feet west along the south property line of said Lot 3;thence 52 feet due
north; thence 15 feet due east to the east property line of said Lot 3;thence 52 feet south along the
east property line of said Lot 3 to the point of beginning.
II. Use of Lease Premises. Lessee's use and occupancy of the Lease Premises shall be limited to:
A. A patio area to be utilized in conjunction with cafd or restaurant uses associated with the Lessee
Lot ("Patio Area"); and,
B. Landscaping that is compatible with landscaping in Generations Plaza.
LEASE AGREEMENT FOR PATIO AREA IN GENERATIONS PLAZA PAGE I
Lessee shall not use or permit the use of the Lease Premises for any other purpose without the
express written consent of Lessor. Lessee warrants and represents that Lessee has undertaken a
complete and independent evaluation of any and all risks inherent in the execution of this Lease
and the operation of the Lease Premises for its use permitted hereby, and that, based upon said
independent evaluation, Lessee has elected to enter into this Lease and hereby assumes all risks
with respect thereto, some of which risks may be unknown.
III. Compliance with Local, State and Federal Law. As a condition of Lessee's use and occupancy
of the Lease Premises, Lessee shall obtain and maintain all required local, state and federal permits,
certificates and licenses, and comply with all applicable local, state and federal laws and
regulations.
IV. Term of lease. The term of this Lease ("Term") shall begin on the Effective Date and expire at
11:59 p.m. on September 30, 2025, unless earlier terminated by either Party by the method
established herein("Initial Lease Period"). The lease term shall automatically be renewed for a
period of twelve (12) months ("Renewal Period) on a year-to-year basis, until September 30, 2035,
unless written notice of termination is given by either Parry to the other in the manner set forth
herein. Lessee shall be deemed to have occupied the Lease Premises for purposes of commencing
the Term as of the Effective Date. Time is of the essence in all matters related to this Lease.
V. Responsibilities of Lessee. With regard to Lessee's use and occupancy of the Lease Premises
under this Lease, Lessee shall be responsible for each and all of the following.
A. Rent. Lessee shall pay Rent to Lessor. Rent for the Initial Lease Period shall be one thousand
eight hundred ten dollars ($1,810.00), which shall be paid no later thirty (30) days after the
Effective Date. If the Lease is subsequently renewed in accordance with Section IV, Rent shall
be ten dollars ($10.00) for each Renewal Period,which shall be paid no later than thirty (30)
days after the commencement date of each Renewal Period.
B. Property taxes. If applicable, Lessee shall pay,prior to delinquency, all property taxes due
and payable in connection with the Lease Premises.
C. Repairs and Maintenance. During the Lease term, Lessee shall be fully responsible
maintaining and repairing all improvements on the Lease Premises, including, but not limited
to, the concrete area,patio cover, lighting, and landscaping.Lessee may make modifications
and improvements to the Lease Premises, but only if such modifications and improvements are
approved in writing in advance by Lessor's Director of Parks and Recreation.
D. Surrender of Lease Premises; removal of property. Subject to the provisions set forth
herein regarding early termination, upon expiration of the Lease term or earlier termination of
the Lease, whether by lapse of time or otherwise, Lessee, at Lessee's sole expense, shall:
1. Remove Lessee's personal property;
2. Remove any and all real property improvements designated for removal by Lessor at
Lessee's own cost; and
3. Promptly and peacefully surrender the Lease Premises and yield possession to Lessor.
LEASE AGREEMENT FOR PATIO AREA IN GENERATIONS PLAZA PAGE 2
Any property left by Lessee on the Lease Premises after the expiration or termination of the
Lease shall be deemed to have been abandoned and shall become the property of Lessor.
Lessee shall be liable for all costs associated with the removal and/or disposal of such property.
Lessee hereby waives all claims for damages that may be caused by Lessor's re-entering and
taking possession of the Lease Premises or removing and storing Lessee's property. No such
re-entry shall be considered or construed to be a forcible entry. Lessee shall indemnify Lessor
against any loss or liability resulting from delay by Lessee in surrendering the Lease Premises,
including, without limitation, any claims made by a succeeding Lessee founded on such delay.
E. Condition of Premises. Lessee acknowledges that Lessee has inspected the Lease Premises
and does hereby accept the Lease Premises as being in good and satisfactory order, condition,
and repair. It is understood and agreed that Lessor makes no warranty or promise as to the
condition, safety, usefulness or habitability of the Lease Premises, and Lessee accepts the Lease
Premises "as is." In entering into this Lease, Lessee is relying on its own investigation and
inspection of the Lease Premises and its own determination of the suitability of the Lease
Premises,physically and legally, for its intended use.
F. Alterations. Lessee shall make no additions, changes, alterations or improvements to the
Lease Premises, or to any electrical, mechanical or fire protection facilities pertaining to the
Lease Premises, without the prior written consent of Lessor's Director of Parks and Recreation.
Lessee shall be responsible for any and all code requirements resulting from any additions,
changes, alterations or improvements to the Lease Premises.
G. Waste. Lessee shall not commit or allow to be committed any waste upon the Lease Premises,
or any nuisance, or any act in or about the Lease Premises that disturbs the quiet enjoyment of
Lessor's Generations Plaza. Lessee, at Lessee's sole expense, shall comply with all laws and
regulations relating to its use and occupancy of the Lease Premises.
H. Limitation on assignment or subletting. Lessee shall not, without first obtaining consent of
Lessor's Director of Parks and Recreation: (1) sell, assign,mortgage, or transfer this Lease or
any interest therein; (2) sublease all or any portion of the Lease Premises; or(3) allow the use
or occupancy of the Lease Premises by anyone other than Lessee. No assignment or sublease
shall relieve the Lessee of any liability under this Lease, unless Lessor consents in writing to
accept such assignment or sublease as a whole or partial novation.Notwithstanding the
foregoing, any transfer of this Lease by merger, consolidation or liquidation of Lessee shall not
constitute an assignment hereunder.
I. Compliance with ADA. Lessee shall not enter into any change of use of the Lease Premises,
whether approved by Lessor or not, if such change in use would result in increased liability of
Lessor under the Americans with Disabilities Act of 1990, Public Law No. 101-336, 42 USC
12101 et. seq. as it may be amended from time to time ("ADA").
J. No Hazardous Substances. Lessee specifically agrees not to use, store or deposit any
substance that is hazardous or dangerous to persons, property or the environment(or any
similar substance) as now or hereafter defined by or determined pursuant to any applicable state
or federal law or regulation in amounts exceeding legally permissible levels in, on, or about the
Lease Premises.
K. Liens. Lessee agrees to keep the Lease Premises free and clear of all mechanics' liens on
account of work done by Lessee or persons claiming under Lessee. Lessee agrees to defend,
LEASE AGREEMENT FOR PATIO AREA IN GENERATIONS PLAZA PAGE 3
indemnify and save Lessor free and harmless against liability, loss, damage, costs, attorneys'
fees, and all other expenses on account of claims of lien of laborers or materialmen or others
for work performed or materials or supplies furnished to Lessee or persons claiming under
Lessee. If Lessee shall desire to contest any claim of lien, it shall furnish Lessor adequate
security for the value or in the amount of the claim,plus estimated costs and interest, or a bond
of responsible corporate surety in such amount conditioned on the discharge of the lien. If a
final judgment establishing the validity or existence of lien for any amount is entered, Lessee
shall pay and satisfy the same at once. If Lessee shall be in default in paying any charge for
which a mechanics' lien claim and suit to foreclose has been filed and Lessee shall not have
furnished Lessor adequate security as more particularly provided above,then, in order to
protect the Lease Premises and Lessor against such claim of lien, Lessor may, but shall not be
required to,pay the claim and any costs, and the amount so paid,together with reasonable
attorneys' fees incurred in connection therewith, shall be immediately due and owing from
Lessee to Lessor, and Lessee agrees to and shall pay the same. Should any claims of lien be
filed against the Lease Premises or any action affecting the Lease Premises be commenced, the
Parry receiving notice of such lien or action shall forthwith give the other Parry written notice
thereof.
L. Indemnification. Lessee specifically indemnifies Lessor and holds Lessor harmless from any
loss, liability, claim,judgment, or action for damages or injury to Lessee, to Lessee's personal
property or equipment, and to Lessee's employees, agents, guests or invitees arising out of or
resulting from the condition of the Lease Premises or any lack of maintenance or repair thereon
and not caused by or arising out of the tortious conduct of Lessor or its employees. Lessee
further agrees to indemnify and hold Lessor harmless from any loss, liability, claim or action
from damages or injuries to persons or property in any way arising out of or resulting from the
use and occupancy of the Lease Premises by Lessee or by Lessee's tenants, agents, employees,
guests or business invitees and not caused by or arising out of the tortious conduct of Lessor or
its employees. If any claim, suit or action is filed against Lessor for any loss or claim described
in this paragraph, Lessee, at Lessor's option, shall defend Lessor and assume all costs,
including attorney's fees, associated with the defense or resolution thereof, or indemnify Lessor
for all such costs and fees incurred by Lessor in the defense or resolution thereof.
M. Insurance. Lessee shall purchase and maintain insurance, as follows:
1. Comprehensive Liability Insurance. Lessee shall purchase and maintain in force
throughout the term of this Lease in force with an insurance carrier acceptable to Lessor a
policy of commercial general liability insurance covering the activities of Lessee in
connection with the Lease Premises, having a combined single limit of one million dollars
($1,000,000.00)per person and per occurrence and property damage liability insurance with
a limit of not less than one million dollars ($1,000,000.00) per accident or occurrence. The
insurance shall insure against any and all liability of Lessee with respect to the Lease
Premises.
2. Worker's Compensation Insurance. Lessee shall purchase and maintain in force
throughout the term of this Lease workers' compensation insurance on any and all persons
in Lessee's employ, in the minimum amount(s) as required by Idaho law.
3. Policy Form. All policies of insurance provided for herein shall be issued by insurance
companies rated A, Class VI, or better in Best's Key Rating Guide and qualified to do
business in the State of Idaho. All insurance required to be furnished by Lessee shall be on
LEASE AGREEMENT FOR PATIO AREA IN GENERATIONS PLAZA PAGE 4
forms and with loss payable clauses satisfactory to Lessor naming Lessor as additional
insured and copies of policies of such insurance or certificates issued by the insurance
company evidencing the existence and amounts of such insurance shall be delivered to
Lessor. Failure of Lessee to renew or replace such insurance at least thirty (30) days prior
to the expiration date of such policy shall constitute a material default under the terms of
this Lease. All policies of insurance provided by Lessee may be provided within the
coverage of a blanket policy(s) of insurance carried and maintained by Lessee.
4. Failure of Lessee to Insure. In the event Lessee shall fail to purchase and keep in force
any of the insurance required of the Lessee, Lessor has the right to terminate the Lease.
Lessor may, but shall not be required to,purchase and keep in force insurance, in which
event the Lessee shall pay to the Lessor the full amount of the Lessor's expenses with
respect thereto, said payment to be made within ten(10) days after demand for such
payment by the Lessor.
VI. Responsibilities of Lessor. During the Lease term, Lessor shall be responsible for each and all of
the following.
A. Maintenance of Generations Plaza. Lessor shall be responsible for maintaining the portion of
Generations Plaza not subject to this Lease.
B. Entry to inspect,maintain, or repair. Lessor, at all reasonable times, and at any time in case
of an emergency,may enter the Lease Premises for the purpose of inspecting, maintaining, or
repairing the Lease Premises. Lessor shall provide reasonable advance notice to Lessee when
practicable.
VII. General Provisions.
A. No agency; independent contractor. It is understood and agreed Lessee shall not be
considered an agent of Lessor in any manner or for any purpose whatsoever in Lessee's use and
occupancy of the Lease Premises. In all matters pertaining to this Lease, Lessee shall be acting
as an independent contractor, and neither Lessee nor any officer, employee or agent of Lessee
shall be deemed an employee of Lessor. Lessee shall have no authority or responsibility to
exercise any rights or power vested in Lessor.
B. Notices. All notices to be provided under this Agreement shall be in writing and addressed as
set forth above. Notices shall be either personally delivered or sent by U.S. mail,postage
prepaid. Notice shall be deemed to have been given upon deposit in the U.S. mail, or upon
personal delivery,to the Parry specified.
C. Default or breach; cure; termination. If Lessee is in breach or default of any of the terms,
covenants or conditions of this Lease and Lessee fails or refuses to cure such breach or default
within fourteen (14) days of written notice thereof, this Lease, and all rights of Lessee in and to
the Lease Premises, at Lessor's option, may be deemed terminated and forfeited without further
notice or demand. In the event of any default or breach of this Lease and Lessee's failure or
refusal to cure as hereinbefore provided, Lessor may, upon three (3) days' notice, enter into and
upon the premises, take possession thereof and expel Lessee therefrom, with or without process
of law,and without being guilty of trespass, and without prejudice to any and all other rights and
remedies Lessor may have. Lessee shall be liable for any damages and any costs,including legal
expenses and attorneys' fees, incurred by Lessor in recovering the Lease Premises. The rights,
LEASE AGREEMENT FOR PATIO AREA IN GENERATIONS PLAZA PAGE 5
privileges, elections and remedies of Lessor set forth in this Lease or allowed by law or equity
are cumulative, and the enforcement by Lessor of a specific remedy shall not constitute an
election of remedies or a waiver of other available remedies.
D. No waiver. Lessor's waiver on one or more occasion of any breach or default of any term,
covenant or condition of this Lease shall not be construed as a waiver of any subsequent breach
or default of the same or a different term,covenant or condition,nor shall such waiver operate to
prejudice, waive, or affect any right or remedy Lessor may have under this Agreement with
respect to such subsequent default or breach by Lessee. The acceptance of any Rent by Lessor
shall not be deemed to be a waiver of any preceding breach by Lessee of any term, covenant or
condition of this Lease, other than the failure of Lessee to pay the particular Rent so accepted,
regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such
Rent.
E. No warranty concerning use. By the granting of this Lease,Lessor does not in any way
convey any warranty concerning Lessee's ability to use the Lease Premises for any particular
purpose.
F. No third-party beneficiaries. This Agreement is not intended to create, nor shall it in any way
be interpreted or construed to create, any third-party beneficiary rights in any person or entity not a
Party hereto.
G. Nondiscrimination. The Parties warrant and agree that there shall be no discrimination against
any person or group of persons on account of race, color, creed, religion, sex, marital status,
national origin or ancestry, in the leasing, use, occupancy,tenure, or enjoyment of the Lease
Premises.
H. Attorney fees. Lessee shall be liable to Lessor for all damages and costs, including legal
expenses and attorneys' fees, suffered or incurred by Lessor in the enforcement of any of the
terms, covenants or conditions of this Agreement.
I. Nonappropriation of funds. This Lease shall be governed by and construed in accordance
with the statutes and constitution of the State of Idaho, including, without limitation, Article
VIII, Section 3, of the Idaho Constitution. Lessee acknowledges that Lessor is a governmental
entity, and the validity of this Lease is based upon the availability of public funding under the
authority of its statutory mandate. Notwithstanding anything in this Lease to the contrary,
Lessor's obligations under this Lease are subject to and dependent upon appropriations being
made by City Council for such purpose.
J. Compliance with law. Throughout the course of this Lease, Lessee and each and all of
Lessee's employees, guests, invitees, and agents shall comply with any and all applicable
federal, state, and local laws.
K. Agreement governed by Idaho law. The validity, interpretation, performance and enforcement
of this Lease shall be governed by the laws of the State of Idaho. Venue shall be in the courts of
Ada County, Idaho.
LEASE AGREEMENT FOR PATIO AREA IN GENERATIONS PLAZA PAGE 6
L. State of Idaho requirements. The following provisions are required by the State of Idaho.
The inclusion of these provisions in this Lease does not indicate that these clauses are necessarily
relevant to the subject matter of this Lease; rather,these provisions are included to comply with
the laws of the State of Idaho.
i. Anti-Boycott Against Israel Act. Pursuant to Idaho Code § 67-2346, as
applicable, Lessee certifies that Lessee is not currently engaged in, and will not for
the duration of this Lease engage in, a boycott of goods or services from Israel or
territories under Israel's control. The terms"company" and "boycott Israel" shall
have the meanings ascribed to them in Idaho Code§ 67-2346.
ii. No Public Funds for Abortion Act. Pursuant to Idaho Code § 18-8703, as
applicable, Lessee certifies that Lessee is not, and will not for the duration of this
Lease,become an abortion provider or an affiliate of an abortion provider, as those
terms are defined in the"No Public Funds for Abortion Act," Idaho Code §§ 18-
8701 et seq.
iii. Contract with company owned or operated by the government of China
prohibited. Pursuant to Idaho Code § 67-2359, as applicable, Lessee certifies that
Lessee is not a company currently owned or operated by the government of China
and will not for the duration of this Lease be owned or operated by the government
of China. The terms"company"and "government of China"shall have the
meanings ascribed to them in Idaho Code § 67-2359.
M. Severability. If any provision of this Lease is found by a court of competent jurisdiction to be
illegal, invalid, or unenforceable,the remainder of this Lease shall not be affected.
N. Entire agreement. This Lease contains the entire agreement of the parties and supersedes any
and all other agreements, leases, or understandings, oral or written, whether previous to the
execution hereof or contemporaneous herewith. No oral or written inducements to execute this
Lease have been made to Lessee. In entering into this Lease, Lessee relies upon no statement,
fact, promise or representation, whether express or implied, written or oral, not specifically set
forth herein in writing.
O. City Council approval required. The validity of this Lease shall be expressly conditioned
upon City Council action approving the same.
IN WITNESS WHEREOF,the parties shall cause this Agreement to be executed by their duly
authorized officers to be effective as of the day and year first above written.
[END OF TEXT; SIGNATURES ON FOLLOWING PAGE]
LEASE AGREEMENT FOR PATIO AREA IN GENERATIONS PLAZA PAGE 7
LESSEE: STATE OF IDAHO )
TRAX HOLDING, LLC ) ss:
County off )
I BEREBY CERTIFY that on this day of
Jeremy Malone, Agent , 2024, before the undersigned, a
Notary-'Public in the State of Idaho, personally appeared
Jeremy Malone in his capacity as Agent of Trax Holding,
�t",,4„4,,,�� LLC, proven to me to be the person who executed said
,•�`�BROO#",, instrument, and acknowledged to me that he executed the
F, I have
to set my
�Ao 20ZOo same. IN hand and WITNESS
officialseOa1, the day and yearin this
YY Y
W fit,°�yOTAR y certificate first above written.
�• •
' AUBLIC � co');
OF N �a Public for Idaho
Resiilmg at Idaho
My Commission Expires:
LESSOR: Attest:
CITY OF MERIDIAN
Robert E. Simison, Mayor 9-10-2024 Chris Johnson, City Clerk 9-10-2024
STATE OF IDAHO )
): ss
County of Ada )
On this 10th day of September ,2024,before me,a Notary Public,personally appeared Robert E. Simison and
Chris Johnson,known or identified to me to be the Mayor and City Clerk,respectively, of the City of Meridian,
who executed the instrument on behalf of said City,and acknowledged to me that such City 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 above written.
Notary Public for Idaho
Residing at Meridian, ID ,Idaho
My Commission Expires: 3-28-2028
LEASE AGREEMENT FOR PATIO AREA IN GENERATIONS PLAZA PAGE 8