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HomeMy WebLinkAboutLease Agreement with Meridian School Dist. LEASE THIS LEASE is made and entered into this ~ day of NDýf/'r(L'vJi/u, 2003, by and between JOINT SCHOOL DISTRICT NO.2, hereinafter referred to as the "District," and THE CITY OF MERIDIAN FIRE DEPARTMENT and THE MERIDIAN RURAL FIRE PROTECTION DISTRICT, hereinafter collectively referred to as the "Fire Department" Recitals WHEREAS, Joint School District No.2 has established a development known as Education Campus Subdivision upon which the District either has constructed, or may construct in the future, a technical charter high school, elementary school, administrative offices; and one to three additional charter schools; and WHEREAS, the Meridian Fire Department of the City of Meridian has identified the need to establish a fire safety education facility to teach children and adults about the dangers of fire and how to better protect themselves and others fTom injury or death fTom fife; and mission; and WHEREAS, fire safety education is compatible with the District's education WHEREAS, the District has land available in its Education Campus Subdivision upon which a fire safety education facility may be built; and WHEREAS, the Fire Department is willing to construct a Fire Safety Instruction Facility, hereinafter the "Facility," on land provided by the District; and WHEREAS, it is in the best interests of the District, its students and patrons, as well as in the best interests of the Fire Department and the citizens it serves, to cooperate together to establish the Facility. NOW, THEREFORE, subject to the Fire Department receiving the necessary funding to cover the obligations imposed on it by this Lease, the District, for and in consideration of the tenus and conditions hereinafter set forth on the part and behalf of the Fire Department to be kept and perfonued, does by these presents grant, demise and lease unto the Fire Department, and the Fire Department does by these presents hire, rent and take fTom the District, that certain real property more particularly described in Exhibit "A" attached hereto and, by this reference, incorporated herein as if set forth in full, hereinafter the "Property." In the event the Fire Department does not receive the necessary funding to LEASE - I cover the obligations imposed on it by this Lease or, if received, is not appropriated, then and in that event, the Fire Department's obligations under this Lease shall cease, except for the obligation to remove improvements as hereinafter described, and each party shall be released ITom all further perfonnance under the tenus and conditions of this Lease. Agreement 1. Tenn. The initial tenn of this Lease shall be ten (10) years, which shall commence October 1,2003, and shall tenninate September 30, 2012. 2. Rent. Fire Department covenants and agrees to pay annual rent for the Property in the sum of $1.00 per year, payable on October 1, of each year during the tenn hereof commencing with the execution of this Lease. 3. Use. Fire Department shall use the Property for the Fire Safety Instruction Facility to provide education and instruction regarding fire safety. With the prior written approval of the District, which District shall not unreasonably withhold, Fire Department shall also be entitled to use the Property for other educational purposes, such as the use of the Facility by the City of Meridian Parks and Recreation Department for community education. 4. Improvements bv Fire Department. Except for those improvements and maintenance to be provided by the District as hereinafter set forth, the Fire Department shall be responsible for constructing and maintaining all improvements necessary for the intended use of the premises. The Fire Department shall comply with all applicable building and development codes. The Fire Department shall be allowed to move a manufactured home onto the Property in order to construct the Facility. The Fire Department shall also be entitled to construct such ancillary structures as are necessary to conduct fire safety education and instruction and related activities. Preliminary site plans and drawings showing the location of the Facility and its ancillary structures are set forth in Exhibit "B." Prior to the commencement of construction, the Fire Department shall submit to the District, and obtain the District's written approval of, the final site plan and associated final drawings. All construction must comply with all existing building codes. Lessee shall also obtain all necessary governmental approvals prior to commencement of construction. The Fire Department will construct and install, at its expense, all driveways and parking areas shown on Exhibit "B" attached hereto as part of the Fire Safety Instruction Facility. The Fire Department will install, at its expense, the landscaping shown on the site plan for the Fire Safety Facility. LEASE - 2 5. Fire Demu-tment's Maintenance. The Fire Department agrees to maintain the demised property and improvements in condition as the same are in at the time Fire Department shall take possession of the demised Property, 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 demised Property, and, at the termination of this Lease in any manner, Fire Department shall surrender said Property to District in such condition. 6. Res onsibilities of Fire De !I11ment u on Termination. Upon the termination of this Lease for any reason, the Fire Department shall, at its sole expense, remove the Fire Safety Instruction Facility, including any foundation, provide fill, including topsoil, if necessary, compact and grade the site to the natural grade which existed prior to cönstructionofthe Facility, and seed the restored area with grass. 7. Continuation of Lease sub'ect to Annual A ro riations b Parties. This Lease shall be subject to the annual appropriation by each party of sufficient funds each fiscal year to pay their respective obligations hereunder (i.e., in the case of the Fire Department, the appropriation of sufficient funds each fiscal year to pay the annual rent, associated utilities, and maintain the improvements constructed or placed on the Property by the Fire Department). Each party, in the process of its preparation of its budget for each fiscal year covered by this Lease, shall consider the costs of this Lease and their respective obligations hereunder. In the event such funding is not received, or, if received, is not appropriated, then and in that event, the obligations of both parties under this Lease shall cease, except for the obligations of Fire Department to remove improvements as hereinafter described, and each party shall be released from all further perfonnance under the tenus and conditions of this Lease. 8. Improvements and Maintenance by District. The District agrees that it will provide the landscaping and site improvements shown on the site plan that accompanied the District's application for subdivision approval. The District will also provide maintenance of those improvements, including irrigation of landscaping. The District will provide roadways, including pavement, curb, gutter and sidewalks, from the edge of the constructed street to the edge of the right-of-way owned by the Ada County Highway District. 9. Alterations and Improvements. Except for the construction and improvements contemplated by this Lease, the Fire Department shall not make any other improvements or changes to the Property, except for ordinary maintenance for which the Fire Department is responsible, without the prior written consent of the District, which consent shall not be unreasonably withheld. Upon the tennination of this Lease, such improvements as shall have been added or made by Fire Department which are not removed pursuant to paragraph 6, above, shall revert to the District, and shall become a part of the real property so Jeased herein. LEASE - 3 10. Signs. Fixtures and Equipment. With the prior approval of the District, Fire Department shall have the right to place a reasonably sized sign upon the Property indicating the name and nature of the Facility; provided, however, that said sign will not obstruct the vision of the leased property on either side of the Property Subject to this Lease Agreement. Upon tennination of this Lease, the Fire Department shall remove any signs from the Property and shall repair any damage occasioned by such removal at the Fire Department's own cost. II. Compliance with Law. The Fire Department 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. 12. Utilities. Except to the extent specifically set forth otherwise in this Lease, it is expressly agreed that during the full tenn of this Lease, the Fire Department shall furnish . and promptly pay for any and all utilities and services provided to the Property, including but not limited to, water, sewer, gas, electricity, telephone, refuse disposal. 13. No AsSignment or Subleasing, The Fire Department shall not sell, assign, encumber, or transfer all or any portion of its interest in this Lease and/or the Property at any time. 14. Fire Hazards. The Fire Department shall not do anything in the Property 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. 15. Right of Inspection. The District shall have the right to enter the Property at any reasonable time to examine the same and to determine the state of repair or alterations that shall or may be necessary for the safety and preservation of the Property. 16. Labor Contracts and Employees. The parties hereto expressly covenant and agree that all labor contracts and employment agreements with employees regarding the activities of the Fire Department shall be made directly with the Fire Department and that all such employees shall be deemed solely the employees of the Fire Department and in no way employees of the District. The Fire Department covenants and agrees to indemnify and hold the District hannIess of and from any liability for any acts of employees of the Fire Department or any acts of persons working for the Fire Department under a labor contract. 17. Waste Prohibited. The Fire Department shall not commit any waste or damage to the Property nor permit any waste or damage to be done thereto. LEASE - 4 -II 18. Liability, The District shall not be liable for any injury or damage which may be sustained by any person or property of the Fire Department or any other person or persons resulting ITom the condition of the Property or any part thereof, or ITom the street or subsurface, or from any other source or cause whatsoever, including but not limited to the fire safety instruction which shall take place in the Facility or on the Property, nor shall the District be liable for any defect in the building and structures on the Property, latent or otherwise. Fire Department agrees to indemnifY and save the District hannless ITom and against any and all claims and demands (except for the District's proportionate share of any such claim which arises out of the intentional acts of the District or the District's agents, contractors, servants or employees) for, or in connection with, any accident, injury, or damage whatsoever caused to any person or property arising, directly or indirectly, out of the business activities conducted in or the use and/or OCCupancy of the Property or Facility or occurring in, on or about the Property or any part thereof, or arising directly or indirectly, ITom any negligent or intentional act of Fire Department or its licensees, servants, agents, employees, contractors, invitees, and ITom and against any and all cost, including reasonable attorney's fees, expenses and liabilities incurred in connection with any such claims and/or proceedings brought thereon. The indemnity granted by Fire Department shall survive the termination of the this Lease and shall continue for all such cláims arising during the term of this Lease during any holdover period during which the Fire Department remains in possession, and during the term of any applicable statute of limitations, whether such claim is brought before or after termination of the Agreement. 19. Liability Insurance. Fire Department shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella liability insurance, with a limit for each occurrence, and a general annual aggregate of not less than one million dollars ($1,000,000). Such general annual aggregate shall apply separately to the Sub-Leased Premises. LEASE - 5 (a) CGL insurance shall be in a form and ITom an insurance company satisfactory to the District and shall cover liability for bodily injury, property damage, and personal i~ury arising from Fire Department's use and/or occupation of the Property including, without limitation, operations, independent contractors, products-completed operations, personal injury and advertising i~ury, and liability assumed under an insured contract including the tort liability of another assumed in a business contract. (b) The CGL and any umbrella policy shall include the District, and its officers, agents, and employees as additional insureds, for liability arising out of the OCCupancy or use by Fire Department of the Property, and such status as an additional insured shall be evidenced by an endorsement or other policy provision acceptable to the District. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to, and non-contributory with, any additional insured. (c) Fire Department and the District waive all rights against each other and any additional insured for recovery of damages to the extent these damages are covered by the cOmmercial general liability or commercial umbrella liability insurance maintained by Fire District pursuant to this Agreement. 20. Fire and Extended Coverage Insurance. The District shall have no duty or obligation to maintain fire or extended coverage insurance on the structures located on the Property or the personal property or contents thereof, and the Fire Department may maintain any such insurance on said Property and contents as it desires. District shall be under no duty or obligation to maintain fire, casualty or other insurance upon the personal property and contents of the structures or other personal property owned by Fire Department and Fire Department may maintain such insurance on said contents and personal property owned by Fire Department as Fire Department desires. 21. Hazardous Substances. Fire Department shall not use, store or dispose of any hazardous or toxic substances as defined by applicable Federal or State laws and regulations upon the Property without the prior written notice to the District. Said notice shall identity the substance to be used, the area in which the substance is to be used, the manner in which the substance is to be stored and applied, and plans to dispose of any excess. The District has the option of refusing to consent to such use, storage or disposal of toxic substances. The Fire Department's failure to comply with such a decision shall constitute a default by the Fire Department. All hazardous or toxic materials shall be used strictly in accordance with all applicable laws, rules and ordinances and the Fire Department shall not allow any hazardous or toxic substance into the air, ground or water, except when allowed by said laws and regulations. Neither party shall not cause or knowingly suffer any "prohibited conduct," as that term is defined by applicable Federal or State law now existing or as revised or amended hereafter, upon the Property. The Fire Department shall indemnity and hold the District hannless fÌ"om any claim, liability, loss, cost or expense including, but without limitation, attorneys fees resulting fÌ"om hazardous or toxic substances placed or used on the Property by the Fire Department. This obligation to indemnify shall survive the term of this Lease. 22. Condemnation. If the entire Property, or a substantial part thereof, is condemned or taken by purchase in lieu thereof, then this Lease shall terminate as of the time possession is taken. Any condemnation award shall be divided between the parties hereto in accordance with and in proportion to their respective lessorllessee interests. 23. Surrender of Possession. The Fire Department agrees to sulTender possession of the Property to the District at the expiration of this Lease in no less than the same condition as when the same were entered into by Fire Department, wear and tear, reasonable use and OCcupancy and damage by the elements excepted. 24. Default and Forfeiture. Time and the strict and faithful performance of each and every one of the conditions of this Lease are expressly made the essence of this Agreement. LEASE - 6 If the Fire Department fails to make any payment or fails to perfonn any other obligation imposed by this Lease Agreement, this shan constitute a default hereunder, and if the Fire Department shan fail to cure that default within thirty (30) days after the District has served notice upon the Fire Department of said default indicating the manner in which the Fire Department is in default, the District, immediately, and without further notice or demand upon the Fire Department, shan have any or an of the fonowing rights and options: (a) To specificany enforce this Lease Agreement by suit in equity; (b) To declare this Lease Agreement nun and void, forfeited and tenninated, as of the date of the breach, and to retain, as liquidated damages and reasonable rental, an payments theretofore made and an improvements placed upon the Property, and to enter and repossess said Property; . (c) To mitigate the District's damages occasioned by the Fire Department's default by retaking possession of the leased property and reletting Same, or any portion thereof, to other lessees, and, upon that occurrence, the Fire Department shan receive a credit against the rental due by the Fire Department under this Lease Agreement in the amount of rental received by the District from reletting the leased property, or any portion thereof, to other lessees. The Fire Department shan, however, remain obligated to the District, pursuant to the tenns of this Lease Agreement, for the difference between the rental received by the District from reletting the leased property, or any portion thereof, to other lessees and the amount of rent due actuany due pursuant to the tenns of this Lease Agreement by the Fire Department. If the Fire Department shaU fail to surrender possession of the Property to the District, upon demand by the District, the Fire Department shan be deemed guilty of an unlawful and forcible detention of said Property. If the Fire Department shan abandon or vacate the Property, or if this Lease Agreement is temrinated for breach of any of the covenants and agreements herein contained, the Fire Department hereby agrees to pay an reasonable expenses incurred by the District in obtaining possession of the Property from the Fire Department, including reasonable legal expenses and attorney's fees, and to pay such other expenses as the District may incur in putting the Property in good order and condition as herein provided, and also to pay aU other reasonable and necessary expenses or commissions paid by the District in re-leasing the Property. In the event of notification of default by the District to the Fire Department and the Fire Department does in fact cure such default, then and in that event the Fire Department shan pay, in addition to an arrearages as existing under the notice of default, the reasonable attorneys fees incurred by the District in detemrination of the default and the notification to the defaulting lessee. LEASE - 7 If the District should default in the perfonnance or obligation of any provisions of this Lease incumbent upon it, the Fire Department shall be entitled to enforce this Lease through specific perfonnance. The foregoing rights and remedies are not intended to be exclusive, and all parties shall have any and all other remedies pennitted 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 pennissible remedies and rights may be exercised concUlTently or successively, or both. 25. Attornevs Fees. In the event an action is hrought 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 Property 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 the Fire Department to be kept or perfonned, the Fire Department shall pay to the District all costs, expenses and attorney's fees which shall be incUlTed by the District in enforcing the covenants and agreements of this Lease Agreement. 26. Liens and Encumbrances. The Fire Department agrees that it will not allow any liens or encumbrances of any type or kind to become established on or to stand against the Property. The Fire Department shall not allow any mechanic, materialman or labor lien to be established on or to stand against the Property and shall promptly pay for all alterations or improvements made on the Property. The Fire Department shall indenmity and defend the District ITom any such liens or encumbrances established during the tenus of the Lease. 27. Notices. All notices required to be given to each of the parties hereto under the terms of this Lease 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: The District: Superintendent Joint School District No.2 911 Meridian Road Meridian, Idaho 83642 LEASE - 8 The Fire Department: Meridian City Clerk 33 East Idaho Meridian, ill 83642 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 Lease. 29. Leniency, If the District shall show leniency on account of any matter or thing related hereto, such leniency shall not be considered or construed to be a violation by the said parties of any term, condition or covenant hereof, and shall not prevent the District. fi-om thereafter declaring a forfeiture hereto on such matter or thing if not then made gQod by the defaulting party as at the time demanded by the District, nor any subsequent default thereof. 30. Recording, The parties hereto agree that they will not record a copy of this Lease, the Fire Department's OCCupancy of said Property being notice of its interest therein. 31. Entire A!!reement. The parties agree that this Lease constitutes the entire agreement of the parties with respect to the matters covered hereby and supersedes all prior agreements. This Lease may be modified only in writing signed by both parties. Any waivers hereunder must also be in writing signed by both parties. 32. Situs. This Lease is established and accepted by the parties under the laws of the State of Idaho, and all questions concerning its validity, construction and administration shall be determined under such laws. 33. 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. 34. Severability, If any portion 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. Extension. 35. Automatic Extension of Lease Tenn/Option to Decline Lease Unless terminated earlier as a result of the default of the Fire Department or LEASE - 9 pursuant to the tenus of Section 7, above, the tenn of this Lease as set forth in Section I, above, shan be automaticany extended for one (J) additional ten (J 0) year tenn, provided Fire Department is not in default at the time of such renewal. The parties, either together or individuaIIy, shan have right to decline to renew the Lease for the additional ten (10) year tenn by providing the other party with written notice of its intention not to renew the lease tenn, which notice shan be served on the other party on or before September I, 2012 in the manner as set forth in Section 27, above. If the tenn of this Lease is extended for the additional ten (10) year tenn, prior to the end of that extension, the parties agree to negotiate in good faith in an attempt to enter into a new lease agreement. 36. Bii:Jdin!!: Effect. The provisions and stipulations hereof shan inure to the benefit of and bind the heirs, executors, administrators, assigns and successors in interest of the respective parties hereto. 37. Representation. The attorneys for the Fire Department drafted this Lease. AU Part,ies acknowledge that they have been separately represented by legal counsel of their own and are participating in this transaction on the basis of decisions they have reached with the b~nefit of separate legal representation. IN WITNESS WHEREOF, the District and the Fire Department do execute this Lease the day and year first above written. DISTRICT: LEASE - 10 JOINT SCHOOL DISTRICT NO.2 By: Christine DonneII, Superintendent THE CITY OF MERIDIAN HRE BEp".^.R T~T By: -F~-j) 5Ø-<t~ ~ Its [-/:1- 0,-/ EXHIBIT "A" [Legal description for Property to be attached here] LEASE - II Exhibit "A" Property Description for Meridian Fire Safe House A portion of Lot 2, Block I of Education Campus Subdivision, Meridian, Ada County, Idaho, more particularly described as follows: Beginning at the Southwest comer of Section 32, T.4N., RIB., Boise Meridian; Thence along the westerly boundary of said Section, North 00°31 '04" East, 1661.87 feet; Thence South 89°38'40" East, 1J29.35 feet; Thence North 00°21 '20" East, 606.45 feet to the TRUE POINT OF BEGINNING; Thence North 29°28'41" West, 252.98 feet; Thence North 39°56'57" East, 76.84 feet to a point of curvature lying on the southwesterly right-of-way of E. Leigh Field Drive; Thence along said curve to the right 148.41 feet, having a radius of274.50 feet, tangents of76.07 feet, a delta of30050'37" and a long chord that Bears South 44°57'58" East, 146.61 feet to a point of tangency; Thence continuing along said southwesterly boundary of the right-of-way ofE. Leigh Field Drive South 29°28'40" East, a distance of287.1 1 feet; Thence leaving said right-of-way ofE. Leigh Field Drive, South 60°31' 12" West, 111.09 feet, to the TRUE POINT OF BEGINNING. Said parcel contains .63 acres, more or less. Z:\ WorklMlMeridian\Meridisn i 5360MIFire DepllExhibit A ITom Jobo Boyd for Meridian Fire Dept Safe House 10 29 OJ.doc EXHIBIT "B" [Preliminary site plans and drawings showing location of the Facility, driveway, parking, etc.] LEASE - 12 -" ~~¡ .~, "'.! 9j'