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15-0168 Approving Lease with New Ventures Lab for 33 E. Idaho CITY OF MERIDIAN RESOLUTION NO. 15- p Ikb { BY THE CITY COUNCIL: BIRD,BORTON,CAVENER, MILAM,ROUNTREE, ZAREMBA A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF MERIDIAN (LESSOR) AND NEW VENTURES LAB, INC (LESSEE) FOR THE PREMISES LOCATED AT 33 EAST IDAHO AVENUE, MERIDIAN IDAHO; AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AND ATTEST SAID AGREEMENT ON BEHALF OF THE CITY OF MERIDIAN; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF MERIDIAN,IDAHO WHEREAS, the City of Meridian has approximately 8,000 square feet of office space located at 33 East Idaho Avenue(the"premises")that is not currently used for City business; and, WHEREAS, the City of Meridian has no immediate plans to use the premises for City business. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF MERIDIAN,IDAHO AS FOLLOWS: rte. SECTION 1. The premises described in the lease agreement between the New Ventures Lab, Inc. and the City of Meridian is not otherwise needed for City purposes. SECTION 2. That the terms of the agreement (attached hereto and incorporated herein) between the New Ventures Lab, Inc. and the City of Meridian are just and equitable, and the same is hereby approved as to both form and content. SECTION 3. That the Mayor and City Clerk be, and they hereby are, authorized to respectively execute and attest said Lease Agreement for and on behalf of the City of Meridian. SECTION 4. 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,this 26th day of May,2015. APPROVED by the Mayor of the City of Meridian, Idaho,this 26th day of May, 2015. APPROVED: /—*" Mayor " de Weeitt, ATTEST: CityI or By: _ 64 al"043 E IDIAN -- . IDAHO Jaycee I olman, City Clerk �Fyr 'he TR E A9U1:' sa RESOLUTION FOR 33 EAST IDAHO LEASE AGREEMENT BUILDING LEASE FOR NEW VENTURES LAB 33 EAST IDAHO AVENUE, MERIDIAN THIS LEASE ("Lease") is made this day of June, 2015, between The City of Meridian, an Idaho Municipal Corporation ("Landlord"), and New Ventures Lab, Inc. ("Tenant"). Landlord and Tenant may be referred to collectively as the "Parties." WHEREAS, New Ventures Lab, Inc. is a hybrid co-working facility, idea laboratory, community engagement center and collaboration center focusing on startup organizations; and, WHEREAS, The Mission of New Ventures Lab, Inc. is to accelerate Meridian's innovation based economy by connecting ideas, people, and resources to create and grow new companies; and, WHEREAS, The City of Meridian owns a facility known as the "Old City Hall" in downtown Meridian and New Ventures Lab, Inc. desires to utilize the City facility in furtherance of its mission and goals; and; WHEREAS, On the 26th day of May, 2015, the City Council of the City of Meridian approved Resolution No. 15-Alla% which approved this Lease Agreement and set forth the reasons why the following terms are just and equitable. NOW, THEREFORE,the Parties hereby agree as follows: 1. Demise. Landlord leases to Tenant, and Tenant leases from Landlord, the premises described in Section 2 ("Premises") for the use described in Section 5. 2. Premises. 2.1 Location of the Premises. The Premises are located at 33 East Idaho Avenue in the City of Meridian, County of Ada, State of Idaho and are more particularly described as follows: Portions of Ada County Parcel No. R5672000315, including the approximately 8,000 square foot building and basement located at 33 East Idaho Avenue, known as the former Meridian City Hall, along with the walkways and landscaping immediately surrounding the building. 2.2 Parking. The term "Premises" excludes the parking lots on the westerly and easterly side of the building. To accommodate Tenant's parking needs, City shall issue to Tenant permits for up to sixteen (16) parking spaces to be utilized in the adjacent parking lots or at other downtown City parking facilities pursuant to the rules and regulations promulgated by the City Hall parking authority. As Tenant's parking needs increase, additional parking permits will be issued for Tenant's use on an as-available basis. Landlord will make reasonable efforts to notify other City-issued parking permit users that the parking lot on the east side of the building should be used primarily by Tenant and Tenant's invitees and sub-tenants. At such time as the City completes the planned parking facility on Meridian Road known as the City Hall West Parking Lot, and at such time as said parking lot is available for the use of City Employees, the Parties shall execute an addendum to this Agreement to amend the definition of the term "Premises" to include the parking lots on the westerly and easterly side of the building. The Addendum shall set forth the particulars of Tenant's exclusive use of the parking lots, including but not limited to the return of City-issued parking permits, signage, enforcement, maintenance and snow removal. 2.3 Other Exclusions from "Premises." 2.3.1 The Premises exclude the public park known as the "Cox Monument" located at the corner of Meridian Road and E. Idaho Avenue. The bench, picnic table, picnic shelter and water feature are amenities available for use by Tenant and members of the general public. 2.3.2 Landlord will be using the locked "vault" room inside the building for Landlord's exclusive use for storage of building maintenance items. 3. Term. 3.1 Interim Term. The interim term of this Lease is from the date of full execution of this Lease until the commencement date of the Primary Term. 3.2 Primary Term. The primary term of this Lease is for the three year period beginning June 1, 2015 through May 31, 2018 ("Primary Term") unless this Lease is earlier terminated as provided below. 3.3 Extension Term(s). Any Extension Terms will be offered at the sole discretion of the Landlord upon terms that are mutually agreeable to the parties. Any extension term will require a written addendum to this Lease. 3.4 Term of this Lease. The Interim Term, Primary Term and all Extension Term(s) are referred to collectively as the "Term." 4. Rent. During the Interim Term, Tenant shall pay no rent ("Interim Rent"), and during the Primary Term and Extension Term(s), if any, Tenant shall pay an annual rent ("Annual Rent") to Landlord, at the address specified herein or as otherwise directed by Landlord, according to the Schedule set forth below (collectively "Rent"). Rent for partial months at the inception or the termination of the Lease shall be prorated. 4.1 Interim Term. No rent will be charged for the Interim Term to allow Tenant to initiate operations, secure subtenants, move-in and make additional tenant improvements in a manner not inconsistent with the provisions of this Agreement. 4.2 Year 1 of Primary Term. Nominal Annual rent of$1.00 shall be paid on or before the commencement date of Year 1 of the Primary Term. Additional non-monetary consideration by Tenant for Year 1 shall include, but is not limited to, Tenant's diligent efforts to BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-2 secure partners and subtenants for the Premises that further the mission of the New Ventures Lab, Inc. Landlord considers Tenant's efforts in this regard to be valuable consideration to the extent that they further the public purpose of providing new programs for the community and bringing vibrancy to downtown. Tenant shall provide progress reports to Landlord on a quarterly basis regarding the status of the efforts set forth in this paragraph. 4.3 Year 2 of Primary Term. At the beginning of the 10th month of Year 1, Tenant and Landlord shall initiate negotiations regarding a mutually agreeable rent amount for Year 2. In the event that Tenant and Landlord are not able to reach agreement on a rent amount for Year 2, rent shall be $1,667 per month. This Agreement shall be amended in writing by the Parties to incorporate the amount of rent for Year 2. Rent for Year 2 of the Primary Term shall be due and payable on or before the first business day of each calendar month. 4.4 Year 3 of Primary Term. Rent for Year 3 of the Primary Term shall be negotiated and payable using the procedure set forth in Section 4.3 of this Agreement. 4.5 Late Payment Charge. If Tenant fails to pay any Rent within 5 business days of the due date, such unpaid amounts shall bear interest at the rate of .75 percent per month from the due date until paid. In addition Tenant shall pay to Landlord a late payment charge in the amount of$75.00 per occurrence to help defray the additional costs to Landlord for processing such late payments. This provision for interest and late charges shall be in addition to Landlord's other rights and remedies hereunder or at law or in equity and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. 5. Use. 5.1 Permitted Use. Pursuant to the Business Plan of New Ventures Lab, Inc. (attached hereto as Exhibit A) the Premises shall be used for professional office space of the New Ventures Lab, Inc. and ancillary uses consistent with its mission and for no other purpose without the prior written consent of Landlord. Tenant shall in such use of the Premises, at Tenant's expense, take all actions to comply with all laws, rules, regulations, requirements, and ordinances existing or hereafter enacted or imposed by any governmental authority having jurisdiction over the Premises, Landlord, or Tenant, applicable to Tenant and Tenant's use of the Premises. Tenant must secure a Certificate of Zoning Compliance (CZC) and a Certificate of Occupancy(CO) from the City of Meridian before occupying the premises. 5.2 Restrictions. In no event shall Tenant use the Premise for the following: (a) Any public or private nuisance; (b) Any obnoxious odor; (c) Any noise or sound that is objectionable due to intermittence, beat, frequency, shrillness, or loudness; (d) Any noxious, toxic, caustic, or corrosive fuel or gas; (e) Any dust, or dirt, in excessive quantities; BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-3 (f) Any heavy assembly, heavy manufacture, distillation, refining, smelting, agriculture, or mining operations. (g) Any tattoo parlors, massage parlors, bars,taverns, cocktail lounges (h) Any use not allowed under City of Meridian zoning ordinances, as they may be amended from time to time. 6. Taxes. 6.1 Personal Property Taxes. Tenant shall be liable for all taxes levied against any leasehold interest of Tenant or personal property and trade fixtures owned or placed by Tenant in the Premises. Tenant, at its sole expense, may contest the amount of personal property taxes. 6.2 Real Property Taxes. At the time of execution of this Lease, the Premises are exempt from real property taxes. In the event that the Ada County Assessor determines that the premises should be subject to real property taxes, Tenant shall be solely liable for all taxes levied against the real property. Tenant, at its sole expense, may contest the levy and/or amount of real property taxes. 7. Utilities. During the Term, Tenant shall make arrangements for the provision of and pay for all utility services consumed by Tenant upon the Premises and for any utility connection or hook-up fees, including, without limitation, water, sewer, garbage collection, gas, electricity, cable, internet, and telephone services. As used in this paragraph, the term "water" refers to the service to the Premises provided by the City of Meridian at a single point metered connection and includes water that serves the irrigation system surrounding the building and other portions of the entire legal parcel. Water used for irrigation of landscaping from this point of connection shall be considered "consumed" by Tenant. Tenant acknowledges that the point of connection includes water that irrigates not only the landscaping immediately surrounding the Premises, but also includes water for irrigation of the Cox Memorial which is not included in the Premises as defined in this Agreement. Tenant's payment for the portion of the water that irrigates landscaping not necessarily included in the Premises is considered part of Tenant's consideration for the benefits received under this Agreement. Landlord agrees to work with Tenant on efforts to maximize the efficiency of the existing irrigation system. To the extent that any utility services supplied to the Premises are billed directly to Landlord, Tenant shall reimburse Landlord, within thirty (30) days after Landlord's delivery to Tenant of an invoice therefor, for that portion of such utility services which is attributable directly to Tenant's use of the particular utility service. Landlord may, in its sole discretion and expense, contract for fire alarm monitoring and associated communication lines. 8. Tenant's Interior Cosmetic Improvement Work. After receiving Landlord's prior written approval Tenant may make approved cosmetic modifications to the interior of the Premises including but not limited to painting and minor wall repair, wall coverings, decorating, and the like. BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-4 9. Possession of Premises. 9.1 Delivery of Possession. Landlord shall deliver possession of the Premises to Tenant on or before the commencement of the Primary Term. 9.2 Punch-list Inspection. At Tenant's option prior to the commencement of the Primary Term, representatives of Landlord and Tenant may make a joint inspection of the Premises, and the results of such inspection shall be reduced to a written memorandum, which memorandum shall be approved and executed on behalf of each party and then shall constitute a part of this Lease and be conclusive with respect to the condition of the Premises on such date, except with respect to latent defects of which Tenant delivers notice to Landlord from time to time. Landlord, at its sole cost and expense and in a manner so as not to interfere unreasonably with the use and occupancy of the Premises by Tenant for the conduct of its business operations, shall remedy those matters or defects set forth in such memorandum or notice. In the event that Tenant does not request a Punch-list Inspection prior to the commencement of the Primary Term, this provision shall be considered waived and shall signify that Tenant is satisfied with the condition of the Premises. 9.3 Tenant's Right of Entry. After execution of this lease and after providing proof of insurance required under the terms of this Lease, Tenant, at its sole cost and expense, shall have the right during the Interim Term, prior to Tenant Possession Date, to enter upon the Premises to show the premises to prospective sublessees and deliver trade fixtures and personal property as allowed under the terms of this Lease. 10. Tenant Improvement Work. 10.1 Tenant Improvements after the Interim Term. During the Primary Term and any subsequent Extension Terms, if Tenant desires to improve, alter or renovate the Premises to adapt the same for the conduct of its business operations, written permission must first be received from Landlord. Because the Premises is considered a "Public Work" under Idaho Law, any approved Tenant Improvements under this Agreement must be performed by Landlord or Landlord's public works contractors using Landlords internal processes and procedures. Any improvements, alterations and renovations to the Premises by Tenant pursuant to this Subsection shall remain on the Premises upon the expiration or earlier termination of this tease. The cost of any improvements performed under this subsection shall be borne by Tenant according to terms agreed upon in writing prior to commencement of any work. 11. Trade Fixtures; Personal Property. Tenant, at its sole cost and expense, has the right, but not the obligation, to install, use, replace, and remove its trade fixtures and personal property, such as, without limitation, telephone, and other communications equipment, machinery and office furniture. Upon the expiration of the Term or the earlier termination of this Lease, Tenant has the right to remove such trade fixtures and personal property from the Premises, provided that Tenant shall be responsible to pay Landlord for all costs associated with the repair of any and all damage to the Premises resulting from such removal. BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-5 12. Repairs and Maintenance. 12.1 Landlord's Obligations. The following shall be the responsibility of Landlord: 12.1.1 Repairs and maintenance of the roof and gutters, exterior walls (including painting), bearing walls, structural members, floor slabs, and foundation. 12.1.2 Repair of sidewalks, driveways, curbs, parking areas, and areas used in common by Tenant and Landlord. 12.1.3 Repair and maintenance of exterior water, sewage, gas, and electrical services. 12.1.4 Repair and maintenance of the heating and air conditioning system. 12.1.5 Maintenance of all exterior landscaping on the Premises. 12.1.6 Any maintenance of sidewalks, with the exception of snow removal which shall be Tenant's responsibility. 12.2 Tenant's Obligations. The following shall be the responsibility of Tenant 12.2.1 Reimburse Landlord for the repair of interior walls, ceilings, doors, windows, and related hardware, light fixtures, switches, and wiring and plumbing in the Premises. 12.2.2 Reimburse Landlord for any repairs necessitated by the negligence of Tenant, its agents, employees, and invitees, including repairs that would otherwise be the responsibility of Landlord under this Section. 12.2.3 Reimburse Landlord for any repairs or alterations required under Tenant's obligation to comply with any applicable laws and regulations. 12.2.4 Snow removal from the premises. 12.2.5 Routine cleaning and custodial services. 12.3 Landlord's Interference with Tenant. In performing any repairs, replacements, alterations, or other work performed on or around the Premises, Landlord shall not cause unreasonable interference with the use of the Premises by Tenant. Tenant has no right to an abatement of Rent nor any claim against Landlord for any inconvenience or disturbance resulting from Landlord's activities performed in conformance with the requirement of this Section. 12.4 Reimbursement for Repairs and Maintenance Assumed. If either party fails or refuses to make repairs and/or perform maintenance as required by this Section, the other party may make repairs and charge the actual costs of repairs to the first party. Such expenditures by either party shall be reimbursed by the other on demand together with interest thereon at the rate of 9% per annum from the date of expenditure. Except in an emergency creating an immediate risk of personal injury or property damage, neither party may perform BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-6 repairs or maintenance that is the obligation of the other party and charge the other party for the resulting expense unless at least 10 days before work is commenced, and the defaulting party is given notice in writing outlining with reasonable particularity the repairs required, and such party fails within that time to initiate such repairs in good faith. 13. Insurance. 13.1 Landlord's Insurance. Landlord shall procure and maintain during the Term, Fire, Windstorm, and Extended Coverage Insurance (with additional perils to be covered at Landlord's option) on the Building,the Premises and the Common Area in amounts not less than one hundred percent(100%) of the replacement cost above the foundations 13.2 Tenant's Personal Property. Tenant shall have responsibility for obtaining, if desired, insurance on Tenant's personal property, whether owned, rented, leased, or borrowed. Tenant expressly waives any claim against Landlord for any loss or damage to Tenant's personal property unless such loss or damage results from Landlord or Landlord's agents or employees negligence. 13.3 Tenant's Commercial General Liability Insurance. At all times during the Term, Tenant, at its sole cost, shall maintain in full force and effect a commercial general liability insurance policy for the Premises, covering personal injury, death, and property damage. Such insurance shall be for an amount no less than $500,000 per occurrence/$1,000,000 per aggregate. Such insurance policy shall name both Landlord and Tenant as insureds, as their interests may appear. Tenant shall require all sub-tenants to maintain liability coverage which will insure Tenant and City against liability for injury to or death of persons or loss or damage to property occurring as a result of the sub-tenant's use of the Premises. City shall be named as an additional insured under the sub-tenant's policy. Tenant's liability insurance will also include the broadest available form of contractual liability coverage that will provide coverage to the maximum extent possible of Tenant's indemnification obligations under this Lease. 13.4 Worker's Compensation and Employer Liability Coverage. Tenant will procure and maintain worker's compensation insurance as required by law. 13.5 Evidence of Insurance. Tenant shall, within 30 days of first occupancy and at any time upon request, provide Landlord with adequate evidence of the continued existence of applicable insurance coverage which shall contain an agreement by the insurer that such insurance coverage shall not be modified or canceled without delivery of at least thirty (30) days' written notice to Landlord. 13.6 Tenant Invalidation. Tenant shall not do or permit anything to be done which invalidates any such insurance policies required by this Lease. 14. Damage or Destruction. 14.1 Repair and Restoration. In the event that the Premises shall be damaged or destroyed by fire, or other casualty, Tenant promptly shall deliver to Landlord notice thereof. If the damage or destruction resulted from risk required to be insured pursuant to the terms of this BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-7 Lease, and unless terminated, this Lease shall remain in full force and effect, and Landlord, shall promptly repair the damage or destruction and restore the Premises to substantially that condition existing immediately prior to such damage or destruction. If Tenant remains in occupancy of the Premises, Landlord shall exercise such repair and restoration efforts in a manner so as not to interfere unreasonably with the use and occupancy of the Premises by Tenant for the conduct of its business operations. Until the completion of Landlord's repair and restoration pursuant to this Section, Tenant's obligation to pay Rent and other amounts payable by Tenant hereunder shall abate as of the date of the damage or destruction in proportion to the extent that the value of the Premises for the use and occupancy thereof by Tenant for the conduct of its business operations shall be reduced. 14.2 Rights of Termination. Landlord's and Tenant's respective rights to terminate this Lease upon the occurrence of certain damage or destruction shall be governed as follows: 14.2.1 If the Premises shall be damaged or destroyed to the extent of more than fifty percent (50%) of the full replacement cost thereof, then either Landlord or Tenant may elect to terminate this Lease by delivery of notice to the other within thirty (30) days after the date of such damage or destruction; or 14.2.2 If any portion of the Premises shall be rendered untenable, in Tenant's reasonable judgment, for the use and occupancy thereof by Tenant for the conduct of its business operations as a result of any damage or destruction, or if Tenant reasonably shall anticipate that the repair and restoration of any such damage or destruction shall not be completed within ninety (90) days after the date of the damage or destruction and Landlord shall not have provided Tenant with temporary substitute premises acceptable to Tenant, in Tenant's reasonable judgment, then Tenant may elect to terminate this Lease by delivery of notice to Landlord within thirty (30) days after the date of such damage or destruction; and 14.2.3 Upon delivery of any notice, this Lease shall terminate as of the date of the damage or destruction unless otherwise provided in such notice, and Tenant shall have no further liabilities or obligations hereunder other than to pay Rent accrued hereunder as of the date of such termination. 15. Eminent Domain. 15.1 Repair and Restoration. In the event that any portion of the Premises shall be taken or threatened to be taken under the power of eminent domain or settlement in lieu thereof for any public or quasi-public use, Landlord shall promptly deliver to Tenant notice thereof. Unless terminated pursuant to Subsection 2, this Lease shall remain in full force and effect, and Landlord, at its sole cost and expense, shall repair the damage and restore the Premises so as to constitute the remaining portion thereof a complete architectural unit. If Tenant remains in occupancy of the Premises, Landlord shall exercise such repair and restoration efforts in a manner so as not to interfere unreasonably with the use and occupancy of the Premises by Tenant for the conduct of its business operations. Until the completion of Landlord's repair and restoration pursuant to this Section, Tenant's obligation to pay Rent and other amounts payable by Tenant hereunder shall abate as of the date on which possession of the Premises or portion thereof shall be required by the public or quasi-public body in proportion to the extent that the BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-8 value of the Premises for the use and occupancy thereof by Tenant for the conduct of its business operations shall be reduced. 15.2 Rights of Termination. If the use and occupancy of any portion of the Premises is materially reduced as a result of any of the events for which notice is required to be given to Tenant under Subsection 1, either party may elect to terminate this Lease by delivery of notice to Landlord. In such event, this Lease shall terminate effective as of the later to occur of(a)the date of actual vacation of the Premises by Tenant, or(b) a date not more than 60 days in advance of the date on which possession of the Premises are required by the public or quasi-public body; and thereupon Tenant shall have no further liabilities or obligations hereunder other than to pay Rent accrued hereunder as of such date of termination. 16. Tenant's Default; Landlord's Remedies. 16.1 Tenant Default. Any of the following events shall constitute a default of this Lease by Tenant(a"Tenant Default"): 16.1.1 Failure of Tenant to pay any Rent or other amount payable by Tenant hereunder when due and such Tenant Default continues for five (5) days after delivery of a written notice by Landlord to tenant; and 16.1.2 Vacating or abandonment of all or a substantial part of the Premises. 16.1.3 Failure of Tenant to comply with any provision of this Lease other than payment of rent, with such failure continuing for 5 days after delivery of a written notice by Landlord to Tenant specifying the nature of non-compliance by Tenant. However, if the nature of Tenant's default is such that it can not be reasonably cured within the time provided, Tenant shall not be in default if Tenant commences to cure the default within the time provided and thereafter diligently proceeds to cure such default. 16.1.4 The making of an assignment or general arrangement for the benefit of creditors by Tenant or any guarantor of Tenant's obligations under the Lease. 16.1.5 The filing of a petition under the Federal Bankruptcy Act or any similar law or statute of the United States or any state thereof by Tenant or any guarantor of Tenant's obligations under this Lease. Or, the failure of the dismissal, within 30 days after the filing of any involuntary petition of bankruptcy or insolvency against Tenant or guarantor of Tenant's obligations. 16.1.6 The appointment of a receiver or trustee for all or substantially all the assets of Tenant or any guarantor of Tenant's obligations under this Lease. Such receivership shall not have been terminated or stayed within the time permitted by law. 16.1.7 The attachment, execution or other judicial seizure of substantially all of Tenant's assets located in the Premises or of Tenant's interest in this Lease where such seizure is not discharged with thirty (30) days. 16.2 Landlord's Remedies. In the event of a Tenant Default, Landlord shall have the option to exercise one or more of the following rights and remedies: BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-9 16.2.1 To terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. In Tenants shall fail to do so, Landlord may enter upon the Premises without notice and again have, repossess and enjoy the same as if this Lease had not been made, and all Terms, conditions, covenants and obligations of this Lease on the part of Landlord to be performed shall cease and terminate, without prejudice, however, to the right of Landlord to recover from Tenant all Rent accrued hereunder as of the date of such entry by Landlord; and 16.2.2 To relet the Premises for the remainder of the then existing Primary Term or Extension Term for the highest rent reasonably obtainable and to recover from Tenant any deficiency, as it accrues, between the amount so obtained and Rent payable by Tenant hereunder; provided, however, that Landlord shall be obligated in such event to exercise in good faith diligent efforts to mitigate its damages by reletting the Premises for the highest rent reasonably obtainable under the circumstances; 16.2.3 Declare the entire amount of Rent past due as well as that which would have become due and payable during the remainder of the term of this Lease to be due and payable immediately. In this event Tenant shall pay to Landlord the same immediately. Acceptance by Landlord of the payment of such Rent shall not constitute a waiver of any then existing default occurring thereafter. 16.2.4 To pursue all other rights and remedies to which Landlord may be entitled hereunder, at law or in equity. 17. Landlord's Default; Tenant's Remedies. In the event of any failure by Landlord to perform any Term, condition, covenant or obligation of this Lease on the part of Landlord to be performed within thirty (30) days after the date on which Landlord receives from Tenant notice specifically describing such failure, Tenant (in addition to all other remedies to which Tenant may be entitled under this instrument or at law or in equity) may cure such default by Landlord on behalf of, and at the sole cost and expense of, Landlord. Landlord shall reimburse Tenant for its costs and expenses in connection therewith within thirty (30) days after Tenant's delivery to Landlord of an invoice therefor. The foregoing notwithstanding, if Landlord shall exercise in good faith diligent efforts within such thirty (30) day period to cure the failure specified in the notice but shall not be able to do so because of acts of God, riots, or labor strikes or other circumstances beyond reasonable control of Landlord, then any such failure shall not be considered a default of this Lease by Landlord so long as Landlord shall continue to exercise in good faith such diligent efforts to cure such failure and shall do so within a reasonable period of time. 18. Warranties and Representations. 18.1 Compliance with Laws. 18.1.1 Landlord's Improvement Work. 18.1.1.1 Landlord warrants and represents that Landlord's Improvement Work, shall be done in a good and workmanlike manner and comply with all laws, ordinances and requirements, including without limitation the procuring of BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN- 10 all building and other permits, licenses, approvals and certificates of occupancy and the observance of applicable building, zoning and other code requirements of governmental authorities with competent jurisdiction, in effect at the time the work was completed, or the certificate, license or approval was issued with respect to Landlord's Improvement work. 18.1.1.2 If any improvements, alterations or renovations to the Premises shall be required by any law, ordinance or requirement of any governmental authority with competent jurisdiction, then Landlord, at its sole cost and expense, shall perform such improvements, alterations or renovations in a timely manner, provided that if, but only if, such improvements, alterations or renovations are required because of Tenant's specific use of the Premises, Tenant shall reimburse Landlord for the cost thereof. 18.2 Warranty of Title and Authority. Landlord warrants and represents that: (a) Landlord is the fee simple owner of the Premises with full authority to execute, deliver and perform this Lease; and (b) as of the date of this Lease there are no liens or encumbrances against the Premises. Tenant, at its sole cost and option, may procure title insurance. 18.3 Hazardous and Toxic Conditions. 18.3.1 Landlord's Warranties. Landlord warrants and represents that the Premises do not contain any material classified as toxic or hazardous under applicable federal, state and local laws, ordinances and requirements of governmental authorities with competent jurisdiction. If a toxic or hazardous condition not caused by Tenant is discovered on the Premises, then (i) Landlord shall: (a)promptly give Tenant written notice of such condition; and (b) immediately cause such toxic or hazardous condition to be cleaned up and brought into compliance with applicable laws, ordinances and requirements of governmental authorities with competent jurisdiction and, (ii) Landlord agrees to indemnify Tenant pursuant to the provisions of this Lease against any Losses as defined herein incurred by Tenant arising out of any such newly discovered toxic or hazardous condition and/or arising out of any condition disclosed by Landlord and/or existing on the date of execution of this Lease by both parties. 18.3.2 Tenant's Duty. If a toxic or hazardous condition is discovered on the Premises and is caused by Tenant, then (i) Tenant shall: (a)promptly give Landlord written notice of such condition; and (b) immediately cause such toxic or hazardous condition to be cleaned up and brought into compliance with applicable laws, ordinances and requirements of governmental authorities with competent jurisdiction and, (ii) Tenant agrees to indemnify Landlord pursuant to the provisions of this Lease hereof against any Losses as defined herein incurred by Landlord arising out of any such Tenant-caused toxic or hazardous condition. 18.3.3 Tenant's Warranties. Tenant covenants and agrees that it shall not conduct hazardous activities or operations on or about the Premises or store or handle liquids or materials hazardous to human health or to the environment on or about the Premises except materials in transit, which are customarily transferred or handled in Tenant's business. At all times during the Term, Tenant shall exonerate, protect, defend, BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN- 11 indemnify and hold Landlord harmless from and against any and all losses, damages, claims, suits or actions,judgments and costs, including reasonable attorneys fees, arising out of Tenant's breach of the covenant set forth in this Section in accordance with the provisions of this Lease. 18.4 Prior Usage of Premises. Landlord has no knowledge that the past uses of the Premises have included any storage, treatment, recycling or disposal of waste on the Premises, except for storage of trash in containers in compliance with applicable federal, state and local laws, ordinances and other requirements of governmental authorities with competent jurisdiction, which containers have been removed from the Premises and from which there has been no release of Hazardous Substances. 18.5 Broker's Commission. Landlord and Tenant each warrants and represents for the benefit of the other that it has not dealt with any real estate broker, finder or agent in connection with this Lease. 19. Landlord's Right of Entry. Landlord may enter upon the Premises as often as Landlord may deem reasonably necessary for the purposes of performing maintenance and repairs, inspecting the Premises, offering the Premises for lease (but only during the period which commences one hundred twenty (120) days prior to the expiration of the then existing Primary Term or Extension Term) or offering the Premises for sale. Landlord's right of entry shall be exercised in a manner and at times such that there shall be no unreasonable interference with the use and occupancy of the Premises by Tenant for the conduct of its business operations. Landlord may place customary "For Sale" signs on the Premises and may place "For Lease" signs on the Premises, in each case, during the above-described one hundred (120) day period. 20. Mutual Indemnification. Each party (the "Indemnitor") agrees to indemnify, to the extent allowed by law, defend and hold the other party (the "Indemnitee") harmless from and against any and all losses, damages, claims, suits, actions, judgments, liabilities and expenses, including, without limitation, environmental damages and remediation expenses, reasonable attorneys' fees (collectively, "Losses"), arising out of, or with respect to: (a) any breach of any warranty or representation or any covenant or agreement of the Indemnitor under this Lease; or (b) any injury to, or death of, persons and/or any damage to, or destruction of, property, on or about the Premises and attributable to the negligence or misconduct of the Indemnitor, or its officers, employees, agents, contractors or invitees, except for any such breach, any injury or death or any damage or destruction arising out of, or with respect to, the negligence or misconduct of the Indemnitee, or any of its officers, employees, agents, contractors or invitees, or as otherwise specifically provided in this Lease; provided, however, that the indemnification obligation created by this Section shall be expressly conditioned upon the Indemnitee (i) delivering to the Indemnitor prompt notice of any event giving rise to such indemnification obligation and (ii)providing the Indemnitor the opportunity to defend itself from and against any Losses. 21. Transfers. 21.1 Assignment and Subletting. Except as provided in this Section, Tenant shall not assign this Lease without the consent of Landlord, which consent shall not be unreasonably withheld or delayed; provided, however, that Tenant shall have the right, without the consent of BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN-12 Landlord, to sublet any portion of the Premises to Members and Residents of the New Ventures Lab, Inc. for the purposes set forth in this Lease. Absent the written agreement of Landlord, no assignment of this Lease or subletting of all or any portion of the Premises shall relieve Tenant of any of the Terms, conditions, covenants and obligations of this Lease on the part of Tenant to be performed. Tenant's sublease agreement shall require sublessees to comply with the terms, conditions, covenants, and obligations of this Lease. 21.2 Notice of Sale. If Landlord sells the Premises, Landlord shall inform Tenant by notice under as according to the procedures required under this Lease. 22. Holding Over. If Tenant shall continue to occupy the Premises after the expiration of the Term or the earlier termination of this Lease, then Tenant shall be deemed to be occupying the Premises as a tenant from month-to-month, subject to the Terms and conditions of this Lease, except that the Rent during any holdover period shall be one hundred ten percent (110%) of the Rent charged during the last month of the Primary Term or, if applicable, the last exercised Extension Term of the Lease, provided, however, that either party shall have the right to terminate such month-to-month tenancy upon delivery of thirty(30) days' notice to the other. 23. Quiet Enjoyment. As long as Tenant is in compliance with all provisions of this Lease, Tenant shall be entitled to the peaceful and Quiet possession of the Premises free from any interference or disturbance by Landlord. This provision is subject to mortgages, ground leases, encumbrances, or other interests to which this Lease is subordinate. 24. Surrender of Premises. Upon the expiration or earlier termination of the Term, Tenant shall deliver up and surrender the Premises to Landlord in as good order and condition as upon Tenant Possession Date, subject to: (a) Tenant's improvements, alterations and renovations to the Premises, including without limitation Tenant's Improvement Work; (b)normal wear and tear; (c) damage by fire, explosion or other casualty; (d) repairs and restoration for which Tenant shall not be responsible hereunder; and (e) Tenant's removal of its trade fixtures. 25. Notices. For the purposes of all notices, communications, payments of Rent and other amounts payable by Tenant to Landlord hereunder all notices to Tenant shall be sent to: LANDLORD: Payments shall be remitted to: City of Meridian, Finance Department 33 East Broadway Avenue Meridian ID 83642 With a copy of any notice to the City Clerk at the same address. TENANT: New Ventures Lab, Inc. 33 E. Idaho Avenue Meridian, ID 83642 BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN- 13 All notices under this Lease shall be in writing and delivered in person or sent by U.S. Mail, postage prepaid, or sent by recognized overnight courier i.e. federal express, to Landlord and to Tenant at the addresses set forth in this Agreement (except that, after the Lease commences, any such notice may be so mailed or delivered by hand to Tenant at the Premises), or to such other addresses as may from time to time be designated by any such party in writing. Notices mailed as aforesaid shall be deemed given at the earlier of three (3) days after the date of such mailing or upon the date of receipt. Other notices shall be pursuant to City Contact List (attached hereto as Exhibit B). 26. Recording. If Landlord or Tenant requests, the parties shall execute and acknowledge a short form of lease for recording purposes, which short form of lease shall be recorded at the expense of the party requesting the same, which party shall pay any documentary transfer tax or other special tax or assessment associated with, or triggered by, such recording. If Tenant so requests, Tenant shall escrow with Landlord's counsel an executed release and waiver with respect to this Lease and any such memorandum, with instructions to file the same upon the expiration or earlier termination of the Term. 27. Signs. Tenant shall have exclusive exterior and interior sign rights for the Premises subject to the terms of this Lease and shall have the right to erect and display signs on the Premises and on such other areas of the Premises as Tenant reasonably may request, subject only to compliance with applicable laws, ordinances and requirements of governmental authorities with competent jurisdiction, specifically, Tenant shall consult with the Meridian Planning Department, make any necessary application, and comply with all requirements. 28. Dispute Resolution. 28.1 Good Faith. Except for a Tenant Default under this Lease, the parties shall attempt in good faith to resolve any controversy arising out of or relating to this Lease promptly by negotiations between authorized representatives of the parties begun by written notice from one party to the other. 28.2 Mediation. Except for a Tenant Default, if the controversy has not been resolved within thirty days of the date of written notice thereof under subsection 1, either party may, but is not required to, initiate mediation of the controversy or claim in accordance with American Arbitration Association Real Estate Industry Mediation Rules.. 29. Attorney Fees. If suit or action is instituted in connection with any controversy arising out of this lease, the prevailing party shall be entitled to recover in addition to costs such sum as the court may adjudge reasonable as attorney fees at trial, on petition for review, and on appeal. 30. Miscellaneous. 30.1 Entire Agreement. This Lease: (i) contains the entire agreement between the parties and no promise, representation, warranty, covenant, agreement, or understanding not specifically set forth in this Lease shall be binding upon either party; (ii) may not be amended, modified, or supplemented in any manner except in writing signed by the parties; (iii) shall be construed and governed under the laws of the state where the Premises are located; (iv) shall not BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN- 14 be construed more stringently in favor of one party against the other regardless of which party has prepared the same; (v) shall be binding upon, and inure to the benefit of, the parties and their respective heirs, executors, administrators, personal and legal representatives, successors, and permitted assigns; (vi) shall not be binding until this Lease shall be executed and delivered by the parties, to each other; and (vii) may be executed in counter parts, each of which shall be deemed an original, but which all together constitute the same instrument. 30.2 Authorization of Parties. Any person executing this Lease on behalf of a corporation, trust, or partnership represents and warrants that such person is authorized to execute and deliver this Lease on behalf of the entity. 30.3 Non-waiver. The failure of either party to insist upon strict performance of any provision of this Lease shall not be deemed a waiver of any rights or remedies at any other time. 30.4 Headings. Headings are for convenience only and are not a part of this Lease. 30.5 Invalidity of Terms. The invalidity or unenforceability of any term or provision shall not affect the validity or enforceability of the remainder of this Lease. 30.6 Additional Requirements. The parties agree to obtain, execute, deliver, and file such additional documents, instruments, and consents as may be reasonably requested by either party, at the sole cost and expense of the requesting party, in order to fully effectuate the terms and conditions of this Lease. IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed by each of their respective authorized representatives effective as of the date referred to in the Preamble hereof. LANDLORD: City of Meridian By: t�,f Mayor Tammy de Weerd ATTEST QO0, ED Atic& City of BY:/ w . �..:�. :! / ERIA l Jaycee I Holman, City Clerk �- SEAL r °to.ntto-' TENANT. ew Ventures Lab, Inc. By: 41Z* C.--A Rick Ritter, President BUILDING LEASE,33 EAST IDAHO AVENUE,MERIDIAN- 15 EXHIBIT A New Ventures Lab, Inc. Business Plan new ventures turnin' ideas into businesses Submitted to: City of Meridian Rick Ritter Director New Ventures Lab 33 E. Idaho Ave. Meridian, Idaho 83642 rick(anewventureslab.com www.newventureslab.com 208-870-0674 new ventures turnin•ideas into businesses Background The Boise Valley has a long history of having a strong spirit of entrepreneurship. More and more young entrepreneurs are looking for affordable space, shared services and an environment to develop their ideas in a setting that supports their innovation. Recognizing that entrepreneurship is key new technological advances and economic growth, Meridian has been targeting new small tech start-ups to our downtown as part of our strategic plan. Dental Rat, Saas Focus, EvenGreen, ScaleStation, Cook's Computers, and Startup Weekend facilitator, Tribute Media, are all located in Meridian's downtown. Each of these companies have expressed a need for a for a community entrepreneur network and all have contributed suggestions and ideas as we build this paradigm. Mission: New Ventures Labe accelerates Meridian's innovation-based economy by connecting ideas, people and resources to create and grow new companies. Mantra Turning ideas into businesses The New Ventures Lab is a hybrid innovation facility specializing in accelerating the ideas of early stage technology companies. A free-flowing environment designed to meet the needs of innovators and entrepreneurs. New Ventures Lab will provide a variety of shared working areas including office space, conference rooms with white boards, huddle rooms, desk space and event space. New ventures lab is for startups, freelancers, small businesses, and entrepreneurs who want the "power of community" —a place where the entrepreneurial vibe is strong and supportive. We believe that entrepreneurs working in a community can learn more, grow faster and build better sustaining businesses. New Ventures Lab is a unique paradigm because we believe entrepreneurship should be introduced to our local school district to develop the next generation of world-changing entrepreneurs. Programming for students will emulate adult programming. We believe it takes a community to build a business. Features & Amenities of the New Ventures Lab • Shared work areas • Many shared meeting rooms, each with speakerphone • Reliable enterprise-class WiFi service • Printing, scanning, copying, and faxing • Personal storage cube • New Ventures Lab community events • Security • New Ventures Lab will partner with current programming at Idaho TechConnect, Programming will be live streaming between the WaterCooler&New Ventures Lab • Weekly Programing o Approximately 10-12 Events Monthly by Outside Organizations & Partners o New Ventures Lab will host 1 event weekly o Live Streaming Events on Weekly basis • Talent & Innovation Ecosystem Cultivation o Mentors o Opportunity for individuals and start-ups to collaborate and innovate o Training in business management o Assistance formulating ideas and business plans o Best practice methods o Pipeline for angel investment and venture capital ❖ Partnership with the Wayne Brown Institute to identify new local Angel investors o Provide shared services (internet, computer labs, equipment) o Building of personal networks vital to the success of new ventures (individual level&organizational/agency level) o Provide Opportunities for entrepreneurs and start-ups to pitch concepts in public o Variety of training programs from community partners throughout the Boise Valley • Engaging high school and youth groups in entrepreneurial activities o Young Entrepreneurs Academy grant was provided by the National Chamber of Commerce and is currently underway as a way to `kick-off this initiative. o Mentors and employment opportunities o Regular youth programming with community partners • Downtown Revitalization o Partnership with local brokers to encourage new start-ups to begin their journey in the New Ventures Lab o Work with partner brokers to relocate `graduating' companies into available space in Meridian downtown o Community events are open to ALL businesses in the downtown area and for a small fee, shared services can be used at New Ventures Lab Ecosystem We are very excited about the variety of partners we have engaged in this initiative. We want this initiative to be all inclusive, so we've spent a great deal of time meeting with the existing incubators, tech centers and organizations to explore how we can partner and NOT duplicate. The image below is representative of the strong community involvement. (Appendix I) Myugng learn eve N,nen Menden Chamber West Ada Scholl DMat '. CAyol Menthe ED Coenate Mendes s Snatepc tyn togeted tedustnes Gw» CSU Entrepreneur Cele Goals Budd an emepreneund.A0 _.-._. Promote tohboraten of en<MeprentoW ecosystem Wane Hewn IMhtde - _..... Partners Si Lukes Mem Tee Company Hetwodng advt. Inks to sb+epc penes Mesory Muds and motion CORE brand mete the Tech(enter Owed Nesourcee ugh toted lame KOH Menthe limy le+Component � *oohed Powbe Penes Me4tag est^ten<e Help vita acarram l rtanoal management DSU Vetoes CoWgeh Tech Conned Help ear pHmef Dews Compenemem moss Hoeg programs Het Hit prmentelon Ndh HeManess nen ness ehg,eae Mapmed ant torn wtfiut on M,et rah Connect help . Warm s Business Cele ... k<ntte bank bun.loan funds and guretee programs_*am to angel mentors a venue owlet tpchndogy(oMlnnualt:::Atos'lae bneeectur Property Management See Sustaa g SDuctun•ONet Aenn 6 bent lenef Aegdatay Campkw<e AssaMar ._. .. j. Eduaton kwuue Private eupness Penes c,pwh�mn pdehn Comenteg HgProgramProgran&Mentoring 17 SM•Progmn+q MlS Grants lab-Hybrid Facility Ackstand PI:Propamm�ng M15 �... New VenturesNew Ventures Auden e10,4Emuepeenevrs A<aoeeey Preforming'WADED .... Specializbui in Ideas S,Early.Stage HP ASV(enter tor udepeeas Potential Funding I CONPUBISBone Inver*"Copp Moos* Compute Lab Donato n �`` Compotes lStart Weekend a ids , --- — a-'d = - f " A.. Pme DawoWrithed r wog E epsenwn academy On going Programming 8 Events smog ivwviias Lawym 'Me Hank-Preened Lot S Wil Ben Wanake HT h EMrepeere Software Deveopnel Loans boy Sown NommenSDoWaed Snetre Developnen:HT Lend Shred Servo kis toe Entrepeneun&Dorian Competes Takepdo HS Software Devebpnea Sem* Ste up ir Dew Itat Meow a Medyang hohsuonak Group _....... _..... taro bonds (Scale Suoa+l Dominant Bosons Await. lar Dmwtown fee Compeers (Ay d Menthe-FD Mmmroata Tlwte Hedy - ._. _.... below Advisory Board Mote Anwabie PropeosLAvaaabe Serwoo/tools Merle(*Abe .__._._ Menden Development Corporator (Come Campaeu --- It Carom EaopeneeW Mynas ,Downtown Business Attraction Hoke Pannenhy, M<roiin Stool ManuyMmg 'new"Downtown Oneonaetes Website&App win oak •Megabyte Median Chamber Moab., Marketing Video Tech Community Odwtoem broker Parent* y Cay of Maden Smelt&new(*mamma Downtown FDer Networks Sustainability: The New Ventures Lab has been modeled after successful co-working facilities and is self- sustaining. Revenues will be generated by: • Office space leases • Leased event space • Shared service fees • Fee based courses • Private sponsorship • Leased space for private sector classes "Office Hours" Economic Impact Meridian City Council will require a yearly audit of performance to determine success of the New Ventures Lab. Yearly Measurements will include: • Number of companies located at New Ventures Lab • Number of jobs created by companies at New Ventures Lab • Number of successful exits • Number of educational programming • Number of events Impact Outcomes Organizational Milestones •Local Economy •Results •Sustainability •Impact from companies in •Capacity utilization of the •Support Structure New Ventures Lab(revenue, New Ventures Lab investment) •Team •Successful exit of companies •Jobs and societal impact •New Ventures Lab deal flow •Successful exit of companies •Investment in Downtown into downtown Meridian *Sustainable finanacial model •sustainable processes& policies New Ventures Lab Current Investment Details (5/28/2015): Item Details Cost(Year) Total Marketing& Promotional Staff Sarah Porkorney $60,000 $60,000 Utilities Approximate$800 Mo $9,600 $9,600 Internet Services High Speed Internet $850 $850 Connection Signage New Ventures Front $2,100 $2,100 Sign Furniture Table&Chairs for $3,200 $3,200 Conference Space Security System Tech &Cameras $6,100 $6,100 Projection System Live Streaming $2,200 $2,200 Equipment Young Entrepreneurs Academy Sponsorship with $1,000 $1,000 Chamber New Printers& Equipment Computer Equipment $4,000 $4,000 EXHIBIT B City of Meridian Contact List City Contact List 1. Parking Permits—Issuance, Replacement, Request for Temporary Permits: Jessica More, Admin Assistant in the Human Resources Department, City Hall, Third Floor. 489-0466. j more(aimeridiancity.org 2. Parking Permits—Request for Additional Permits: Robert Simison, Mayor's Chief of Staff, City Hall, Third Floor. 489-0530. rsimison(c�meridiancity.org 3. Building Maintenance Requests, Request for TI approval and other Physical Plant Issues: a. Max Jensen, Capital Projects Manager, 489-0344. mjensen@meridiancity.org b. Eric Jensen, Building Maintenance Tech. 489-0374. ejensen@meridiancity.org 4. Lease Administration: Brenda Sherwood, Economic Development Administrator. 489- 0537. bsherwood@meridiancity.org