Ground Lease with Meridian Area Senior Citizens Association, IncMERIDIAN SENIOR CENTER GROUND LEASE
THIS GROUND LEASE ("Ground Lease") is made between the CITY OF MERIDIAN, an
Idaho Municipal Corporation (herein referred to as "Landlord") and the MERIDIAN AREA
SENIOR CITIZENS ASSOCIATION, INC, an Idaho non-profit corporation, dba MERIDIAN
SENIOR CENTER located in Meridian, Ada County, Idaho (herein referred to as "Tenant").
1. Definitions.
The following terms as used in this Ground Lease shall have the meanings hereinafter
set forth:
1.1 "Landlord": the City of Meridian, an Idaho municipal corporation.
1.2 "Tenant": the Meridian Area Senior Citizens Association, Inc, an Idaho
non-profit corporation, dba Meridian Senior Center.
1.3 "Leased Premises": That portion of real property upon which sits the
Meridian Senior Center, located in the Julius M. Kleiner Memorial Park within Ada County parcel
#4800 at the Northeast Corner of SW4 SEC 04 3N 1 E, City of Meridian, Ada County, Idaho as
generally depicted on Exhibit "A" attached hereto and incorporated herein by this reference.
1.4 "Building": the improvements to be constructed on the leased premises
pursuant to Article 5.1.
1.5 "Senior Center": The Meridian Area Senior Citizens Association, Inc,
which is a multipurpose community facility with regular operating hours and staff that provide for
a broad spectrum of health, social, nutritional, educational, and recreational services for older
persons.
2. Lease of Ground. In consideration of the rents and covenants herein stipulated
to be paid and performed, Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord, the Leased Premises. Title to the Leased Premises at the effective date of this
Agreement shall be free of all liens, encumbrances, easements, restrictions, rights and
conditions of record or known to Landlord except those approved by Tenant in writing.
3. Term.
3.1 Landlord leases and Tenant rents the Leased Premises for a primary
term of Fifty (50) consecutive years commencing upon the "Effective Date" as defined in Section
20 of this Agreement and terminating on the Fiftieth (50th) anniversary of the commencement
date of the primary term.
3.2 Provided that this Lease shall be in full force and effect and that Tenant
shall not be in default under any of the terms or conditions hereof, Tenant shall have an option
to extend the term of this Lease for up to two (2) additional consecutive terms of Twenty Five
Meridian Senior Center Ground Lease - 1
(25) years each to commence upon the expiration of the Original Term or the prior renewal
term, as applicable. Such option(s) to renew shall be exercised automatically unless Tenant
gives written notice thereof to Landlord at least one hundred twenty (120) days prior to the
expiration of the then current term of Tenant's desire to not renew the Lease.
3.3 Holding Over. Holding over is prohibited; provided, however, that the
Parties understand and agree that any holding over by Tenant of the Leased Premises at the
expiration, termination or cancellation of this Lease, for any reason, including, but not limited to,
default for any reason or natural expiration, shall operate and be construed as a tenancy from
month-to-month. If Tenant holds over beyond the term of this Lease or any extension or
renewal hereof, Tenant shall be liable to Landlord for all costs, including a reasonable attorney
fee, which may be incurred by Landlord for an action for unlawful detainer or for any appropriate
action to recover possession of the Leased Premises against Tenant. No receipt or acceptance
of money by Landlord from Tenant after the expiration or cancellation of this Lease or after the
service of any notice, after the commencement of any suit, or after final judgment for possession
of the Premises, shall reinstate, continue or extend the terms of this Lease or affect any such
notice, demand or suit or imply consent for any action for which Landlord's consent is required
or operate as a waiver of any right of the Landlord to retake and resume possession of the
Premises.
4. Rent.
4.1 Tenant agrees to pay Landlord rent in the amount of $1.00 per year. The
entire rent due for the initial term of 50 years, in the amount of $50.00, shall be paid in advance
at the execution of this Lease, and whose receipt is hereby acknowledged by Landlord.
4.2 Rent payments shall be mailed to the attention of the Department of
Finance, 33 E Broadway Ave, Meridian, Idaho 83642 unless Landlord notifies Tenant in writing
of a different location. Landlord shall provide Tenant written notice of any failure to pay rent and
provide 30 days from said notice to allow Tenant to cure the same.
4.3 In the event this Ground Lease is terminated pursuant to the provisions of
this Lease prior to the end of the primary term or additional term then in effect, Rent shall be
prorated to the date of termination, and Landlord shall refund to Tenant any rent paid and
unearned as of the date of termination, together with any other sums paid by Tenant for periods
beyond the date of termination.
5. Improvements on the Leased Premises.
5.1. Tenant may construct or have constructed such improvements on the
Leased Premises as may be reasonably suitable for use of the Leased Premises for the
purposes outlined in this Lease. Landlord shall not be obligated to construct any improvements
on the Leased Premises for any reason.
5.2 The cost of installation of all landscaping and exterior features of the
Leased Premises prior to the effective date of this Agreement shall be borne by the Julius M.
Kleiner Memorial Park Trust. The cost of installation of landscaping after the effective date of
Meridian Senior Center Ground Lease - 2
this Agreement shall be borne by Landlord. The cost of maintenance of all landscaping shall be
borne by Landlord.
5.3 After completion of the construction of the Building, Tenant may, without
the further consent of Landlord, make such further improvements or alterations to the interior of
the Building as Tenant may from time to time deem necessary or convenient in connection with
its use and occupancy of the Premises.
5.4 Any improvement, alteration, removal, or expansion of the exterior of the
Building must be consistent with the architectural theme of the other structures in the Kleiner
Memorial Park and shall require the prior written approval of Landlord, which approval shall not
be unreasonable conditioned, withheld, or delayed with the exception of any expansion that
enlarges the building footprint, the approval of which shall be at the sole discretion of Landlord.
Tenant shall pay all costs and expenses in connection with such alterations, and all proposed
construction by Tenant and any such alterations shall be in accordance with all applicable State
and local codes and laws.
5.5 Tenant shall not permit the lien of any contractor, subcontractor,
mechanic, labor or materialman, or any other lien of any kind or nature to be imposed upon the
Leased Premises, and shall promptly cause the same to be removed if any lien is imposed.
Tenant shall not make any general assignment for the benefit of creditors.
5.6 Tenant shall not place or allow to be placed any mortgage or deed of trust
or other encumbrance on any improvements on the Leased Premises or on Tenant's interest in
the Leased Premises without the prior approval of Landlord. Said approval by Landlord shall be
evidenced by a unanimous vote of the City Council and shall be subject to any and all
conditions Landlord may require regarding said encumbrance.
5.7 Fee title to all improvements constructed on the Leased Premises by
Tenant and all additions, alterations and improvements thereto made by Tenant, even though a
part of the realty, shall be and remain in Tenant during the term of this Ground Lease or any
extension thereof.
5.8 Upon the termination or expiration of this Ground Lease or any
extensions thereof, Tenant shall at once peacefully surrender and deliver the whole of the
above-described Leased Premises together with all improvements (except all trade fixtures,
furniture, and equipment) thereon to the Landlord, Landlord's agents or assigns. Upon such
termination, fee title to all improvements then located on the Leased Premises shall pass to and
vest in Landlord, and Tenant shall execute and deliver to Landlord a good and sufficient
quitclaim deed of the Tenant's interest in this Agreement and the leased premises.
6. Use.
6.1 The Leased Premises shall be used only as a location for a Senior Center
comprised primarily of a community facility with regular operating hours and staff that provide for
a broad spectrum of health, social, nutritional, educational, and recreational services for older
persons and its ancillary uses and compliant with all rules and regulations of the Meridian
Senior Center.
6.2 Tenant shall at all times comply with the Declaration of Restrictions
recorded as Ada County Instrument Number 108087271, the text of which is attached hereto as
Meridian Senior Center Ground Lease - 3
Exhibit B and any modifications thereto, unless such Declaration is terminated or revoked.
6.3 Tenant shall use the Leased Premises in continued operations and shall
not abandon the Leased Premises during the lease term or any extensions thereof.
6.4 Tenant shall, at all times, obtain and comply with all of such permits,
licenses and approvals of any government agency, and keep the same in full force and effect,
and, where applicable, renew or extend all of such licenses, permits or approvals, all at Tenant's
sole cost and expense.
6.5 Tenant shall, in conducting any activity or business on the Leased
Premises, comply with all environmental laws. If the Tenant fails to comply with any applicable
environmental laws, the Landlord may enter the premises and take all reasonable and
necessary measures, at the Tenant's expense, to insure compliance with environmental laws,
after providing Tenant 30 days prior written notice of Landlord's intent to do so which identifies
Tenant's specific failures to comply as alleged by Landlord. In the event of a release or a
threatened release of hazardous materials, hazardous wastes or other contaminants into the
environment relating to or arising out of the Tenant's use or occupancy of the Leased Premises,
or in the event of any third party claim, demand, action or notice is made against the Tenant
regarding the Tenant's failure or alleged failure to comply with any environmental laws, the
Tenant immediately shall notify the Landlord in writing and shall provide the Landlord with
copies of any written claims, demands, notices or actions, so made. The Tenant shall undertake
such steps to remedy and remove any hazardous materials or hazardous wastes and any other
environmental contamination caused by the Tenant on or under the Leased Premises, as are
necessary to protect the public health and safety and the environment from actual or potential
harm and to bring the Leased Premises into compliance with all environmental laws.
6.6 Landlord covenants that so long as no default has occurred, Tenant shall
have quiet and peaceful possession of the Leased Premises free and clear of any person
claiming by, through or under Landlord, and subject to all matters and rights of record appearing
on the land or known to Tenant as of the effective date of this Ground Lease.
6.7 While no such taxes or assessments may be validly imposed at this time
against the Tenant by any governmental entity, if, in the future such taxes or assessments are
allowed and upheld as valid against the Tenant, then Tenant shall pay any such ad valorem tax
or assessment which may be lawfully and validly assessed against Tenant's interest in the
Leased Premises, Tenant's improvements, or any of Tenant's personal property located on the
Leased Premises.
6.8 Tenant's signage on the Building shall comply in all respects with the
requirements for signs contained in the Meridian City Code. All signage shall be consistent with
the architectural theme of the other signage in the Kleiner Memorial Park and the design and
location of all signs shall require the specific written approval of Landlord, which approval shall
not be unreasonable conditioned, withheld, or delayed. Aside from the Senior Center directional
signs installed pursuant to the park directional signage plan, no freestanding or monument signs
external to the Building shall be allowed without prior written approval of Landlord.
6.9 Tenant may obtain additional phone, electrical or other services
consistent with any recorded utility easement obtained by the Tenant. If necessary, Tenant
shall seek and obtain from Landlord all appropriate utility easements which are not now the
subject of an existing and legally sufficient utility easement, which easements shall be recorded
Meridian Senior Center Ground Lease - 4
as provided by law. Landlord shall cooperate with Tenant and utility service provider. Tenant
shall pay for any and all costs resulting from the installation, maintenance or operation of utilities
in connection with its use of the Premises.
6.10 Tenant shall endeavor to communicate all facility uses with Landlord's
Department of Parks and Recreation in an effort to minimize conflicts with events taking place in
the adjacent public park.
6.11 At all times during the term of this Lease and any extensions thereof,
Tenant shall maintain their qualification as a tax-exempt entity for IRS purposes. Proof or
documentation of tax exempt status as of the date of the execution of this Lease has been
attached hereto as "Exhibit C".
6.12 At all times during the term of this Lease or any extensions thereof,
Tenant shall remain financially solvent. Tenant shall be deemed to be insolvent if it has
ceased to pay its debts in the ordinary course of business or cannot pay its debts as they
become due, whether it has committed an act of bankruptcy or not, and whether insolvent within
the meaning of Federal Law or not.
6.13 In order to mutually support the sources of revenue necessary for Tenant
to successfully operate and maintain its Senior Center operations upon the Premises the parties
hereto agree that at all times during the term of this Lease and any extensions thereof Landlord
shall not itself or through a third party provide or allow services to be provided or goods to be
sold in any a building built upon the pad adjacent to the Senior Center in the location generally
depicted in Exhibit "D" which would compete with three fundraising activities of the Senior
Center: a thrift shop, licensed bingo/gaming services, or a catering kitchen, without the prior
approval of Tenant. All competing uses within the public park or any of its public shelters shall
be permitted. For purposes of this section, the term "catering kitchen" shall be defined as a
commercial grade kitchen facility that is available for rent and/or used for the preparation or
serving of food products for public consumption on or off of the Premises. The definition of
"catering kitchen" shall not include that type of facility used to prepare or serve park
concessions including but not limited to soft drinks, candy, hot dogs, snow cones, ice cream,
popcorn and the like. This limitation on competing uses shall not prevent users of the future
facility depicted in Exhibit "D" from using catering services other than those provided by the
Senior Center catering kitchen.
7. Utility Charges. Tenant shall pay, prior to delinquency, all water, gas, sewer,
power and electric current, garbage collection and/or compacting, and other similar utilities or
services used by the Leased Premises during the term of this Ground Lease.
8. Maintenance and Repair.
8.1 Tenant shall, at Tenant's sole cost and expense, maintain the Leased
Premises and Building in good repair and condition. Tenant agrees to maintain any
improvements upon the Leased Premises in a good state of repair and condition, including the
appearance of the improvements. Such maintenance, repairs and replacements shall be made
promptly as and when necessary. Tenant's duty to repair and replace is comprehensive and
shall include all elements of the Building, including but not limited to the structural components,
Meridian Senior Center Ground Lease - 5
roof, HVAC system, fire protection system and plumbing systems. Landlord shall not be
obligated to maintain, replace, or rebuild any improvements constructed on the Leased
Premises.
8.2 Should Tenant seek to install additional landscaping on the Premises,
such installation shall meet Landlord's specifications for landscaping and shall be with the
written consent of the City, which consent will not be unreasonably denied, withheld or delayed.
8.3 Tenant shall make suitable arrangements for the storage, collection, and
removal of all trash, garbage and other refuse resulting from Tenant's activities on the Leased
Premises. Tenant shall provide appropriate, covered, commercial -type receptacles for such
trash, garbage, and other refuse, and will maintain these receptacles, screened from view from
adjoining properties or public streets, in an attractive, safe, and sanitary manner.
8.4 Tenant shall reimburse Landlord for Landlord's reasonable parking lot
maintenance expenses for the share of spaces used by Tenant for its Senior Center patrons in
the annual amount of $1,500.00. The first payment pursuant to section 8.4 shall be due within
thirty days of the one year anniversary of Tenant's occupancy of the Leased Premises for use
as a public Senior Center, and annually thereafter. This sum shall be effective for the first ten
(10) years of this Lease, at which point the parties shall review and establish a new amount for
each subsequent ten year period, which in any event shall not exceed $5,000.00 per year.
8.5 During hours when the Senior Center is closed, all vehicles used in
association with Senior Center Operations (such as transport vans, busses, and meals on
wheels delivery vans and the like) must be parked in the maintenance yard identified on exhibit
"A" (in the far northeasterly corner of the park) so long as available space is maintained and
allocated for Tenant to comply with this requirement. If a parking garage or storage building
(enclosed space) is constructed in the maintenance yard, Tenant must utilize said structure for
vehicle parking so long as available space is maintained and allocated for Tenant to comply with
this requirement. So long as Tenant remains in compliance with this section 8.5 Tenant shall
also be permitted to use its allocated enclosed space as storage for Senior Center non-
vehicular equipment and supplies to the extent that such use does not preclude the use of the
enclosed space for vehicle parking and to the extent that stored items are not visible when the
door(s) to the enclosed space are shut.
9. Liability of Parties and Insurance.
9.1 Landlord will defend Tenant against any claims that arise solely from
wrongful acts, omissions or negligence of Landlord in the course of performance of this
Agreement, but does not assume responsibility for the acts, omissions or negligence of the
Tenant or its officials, employees, agents, volunteers and invitees. Tenant will defend Landlord
against any claims that arise solely from wrongful acts, omissions or negligence of Tenant in the
course of performance of this Agreement, but does not assume responsibility for the acts,
omissions or negligence of the Landlord or its officials, employees, agents, volunteers and
invitees. Each party shall promptly notify the other of any claim arising under this Agreement
and shall cooperate fully with the defending party or its representatives in the defense of such
claim.
9.2 Liability Insurance. Tenant, at its own expense, shall keep and maintain
in full force and effect a policy of commercial general liability insurance including a contractual
liability endorsement covering Tenant's obligations under this Agreement, insuring Tenant's
Meridian Senior Center Ground Lease - 6
activities upon, in and about the Leased Premises and the Building against claims of bodily
injury or death or property damage or loss with a limit of not less than One Million Dollars
combined single limit per occurrence and in the aggregate (per policy year).
9.3 Property Insurance. At all times during the Term, Tenant, at its sole cost
and expense, shall cause the Premises to be fully and adequately insured with a Causes of
Loss -Special Form in an amount not less than the full replacement cost of the Premises, with a
standard inflation guard endorsement or, in the event the parties have agreed upon a fixed
amount of insurance, with a fixed amount endorsement. Such insurance policy shall name both
Landlord and Tenant as insureds, as their interests may appear.
10. Condemnation. In the event of a partial or total taking of the Leased Premises
by condemnation, eminent domain or any transfer thereof, this Ground Lease shall terminate.
Tenant shall be entitled to all awards for taking of Tenant's Building and/or Improvements on the
Leased Premises, and any payments as may be due from the Condemning Authority for the
interruption and relocation of Tenant's business.
11. Assignment, Subletting. Neither Tenant nor Landlord shall assign this Ground
Lease or sublet the whole or any part of the Leased Premises.
12. Default and Termination.
12.1 In the event of a monetary default consisting of the failure to pay rent or
other money due Landlord from Tenant, Tenant shall be in default immediately upon the day
such payment is due and not made, subject to Landlord's compliance with Section 4.2 herein.
In addition to any other remedy, Landlord may exercise a remedy of terminating this Ground
Lease in the event of a monetary default thirty (30) days after Landlord gives written notice of
Tenant's monetary default if such default is not fully cured within such thirty (30) day period.
Any failure by Tenant to pay sums due under this Ground Lease shall be deemed a material
default.
12.2 In the event of a default other than a monetary default, either party shall
be deemed to be in default and subject to termination upon the expiration of thirty (30) days
from the receipt of written notice from the other party specifying the particulars in which the
party has failed to perform the obligations of this Ground Lease, unless that party, prior to the
expiration of said thirty (30) days, has rectified the particulars specified in the notice. However,
such party shall not be in default if such failure cannot be rectified within the thirty (30) day
period, provided such default will not cause the loss of any of the governmental permits,
licenses or approvals authorizing operations on the Leased Premises, and provided such party
is using good faith and commercially reasonable efforts to rectify the particulars.
12.3 The failure of a party to insist upon a strict performance of any of the
terms, conditions and covenants herein shall not be deemed a waiver of any rights or remedies
that said party may have, and shall not be deemed a waiver of any subsequent breach or
default of the terms, conditions and covenants herein contained.
Meridian Senior Center Ground Lease - 7
13. Compliance with Laws.
13.1 Tenant shall comply with and cause the Leased Premises to be in
compliance with all laws, statutes, acts, ordinances, orders, judgments, decrees, injunctions,
rules, regulations, permits, licenses, authorizations and requirements of and agreements with all
governments, departments, commissions, boards, courts, authorities, agencies and officials
which now or at any time hereafter may be applicable to the Leased Premises or any part
thereof, or any construction upon, use or condition of the Leased Premises or any part thereof,
and all contracts, agreements, easements, encumbrances, covenants, conditions and
restrictions existing at the commencement of the Term or thereafter consented to by Tenant in
writing affecting the Leased Premises or the ownership, occupancy or use thereof or
construction thereon.
13.2 Tenant, for itself and its successors in interest and assigns, as part of the
consideration hereof, does hereby covenant and agree that no person on the grounds of race,
creed, color, sex or national origin shall be excluded from participation in, denied the benefits of,
or be otherwise subjected to discrimination in the use of said Senior Center facilities.
Specifically, Tenant hereby certifies and agrees that Tenant will comply with Title VI of the Civil
Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of
1975, Title IX of the Education Amendments of 1972, where applicable, Title 43, part 17 of the
Code of Federal Regulations Subparts A and B, and the Americans with Disabilities Act of 1990,
to the end that no persons shall, on the grounds of race, creed color, national origin, political
affiliation, marital status, sex, age or disability, be subjected to discrimination under the
privileges and use granted by this Agreement or under any project, program or activity
supported by this Agreement.
13.3 Tenant certifies and agrees that all persons employed thereby, are and
shall be treated equally without regard to or because of race, creed, color, national origin,
political affiliation, marital status, sex, age or disability and in compliance with all federal and
state laws prohibiting discrimination in employment, including but not limited to, the Federal Civil
Rights Act of 1964; the Unruh Civil Rights Act; the Cartwright Act; and the State Fair
Employment Practices Act.
14. Notices. Any notices required or desired to be given under this Ground Lease
shall be in writing and personally served or given by mail. Postal notices shall be deemed to be
given on the date deposited with the United States Postal Service. Any notice given by mail
shall be sent first class, postage prepaid, return receipt requested, addressed to the party to
receive it at the following address or at such other address as the party may from time to time
direct in writing.
Landlord: City of Meridian
Office of the City Clerk
33 E Broadway Ave
Meridian, Idaho 83642
Tenant: Meridian Senior Citizens Association, Inc.
Attn: Director
P.O. Box 606
Meridian, Idaho 83680
Meridian Senior Center Ground Lease - 8
With copy to:
Joseph W Borton
Borton Law Offices, PLLC
1310 N Main St.
Meridian, Idaho 83642
16. Attorneys' Fees. If either party to this Ground Lease is required to initiate or
defend litigation in any way connected with this Ground Lease, the prevailing party in such
litigation, in addition to any other relief which may be granted, whether legal or equitable, shall
be entitled to reasonable attorneys' fees. If either party to this Ground Lease is required to
initiate or defend litigation with a third party because of the violation of any term or provision of
this Ground Lease, or obligation of the other party to this Ground Lease, then the party so
litigating shall be entitled to reasonable attorneys' fees from the other party to this Ground
Lease. Attorneys' fees shall include attorneys' fees on any appeal. In addition, a party entitled
to attorneys' fees shall be entitled to all other reasonable costs for investigating such action,
taking depositions and the discovery, travel and all other necessary costs incurred in such
litigation. All such fees shall be deemed to have accrued on commencement of such action and
shall be enforceable whether or not such action is prosecuted to judgment.
16. Time is of the Essence. Time is and shall be deemed of the essence in
respect to the performance of each provision of this Lease.
17. Article Headings. The article headings of the Ground Lease are inserted only
for reference and do not affect the terms and provisions hereof.
18. Authorized Insurance Companies and Certificates of Insurance. Any
insurance policy shall be written by insurance companies authorized to do business in the State
of Idaho and shall be written by companies approved by Landlord, and such approval shall not
be unreasonably withheld. Certificates of insurance shall be delivered to Landlord at least ten
(10) days prior to the effective date of the insurance policy for which the certificate is issued.
Each such certificate shall contain (a) a statement of the coverage provided by the policy; (b) a
statement certifying the Landlord to be listed as an additional insured in the policy; (c) a
statement of the period during which the policy is in effect, and (d) a statement that the annual
premium or the advance deposit premium for such policy has been paid in advance.
19. General Provisions.
19.1 All of the provisions contained in this Ground Lease shall be binding upon
and inure to the benefit of the heirs, personal representatives, successors and assigns of the
parties hereto.
19.2 In the event of any violation or threatened violation by any person of any
of the easements, covenants or restrictions contained in this Ground Lease, Landlord and
Tenant shall each have the right to enjoin such violation or threatened violation in a court of
competent jurisdiction. The right of injunction shall be in addition to all other remedies set forth
in this Ground Lease.
Meridian Senior Center Ground Lease - 9
19.3 If any term, covenant, condition or agreement of this Ground Lease or the
application of it to any person or circumstance shall to any extent be invalid or unenforceable,
the remainder of this Ground Lease or the application of such term, covenant, condition or
agreement to persons or circumstances, other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term, covenant, condition or agreement
of this Ground Lease shall be valid and shall be enforced to the extent permitted by law.
19.4 This Ground Lease contains the entire agreement between the parties
hereto and supersedes all prior agreements, oral or written, with respect to the subject matter
hereof. The provisions of this Ground Lease shall be construed as a whole and not strictly for or
against any party.
19.5 In construing the provisions of this Ground Lease and whenever the
context so requires, the use of a gender shall include all other genders, the use of the singular
shall include the plural, and the use of the plural shall include the singular.
19.6 The provisions of this Ground Lease are not intended to create, nor shall
they be in any way interpreted or construed to create, a joint venture, partnership, or any other
similar relationship between the parties. This Ground Lease is not intended to create, nor shall
it be in any way interpreted or construed to create, any third party beneficiary rights in any
person not a party hereto unless otherwise expressly provided herein.
19.7 This Ground Lease or a "Memorandum of Ground Lease" shall be
executed and acknowledged by the parties and may be recorded in Ada County, Idaho. Such
Memorandum of Ground Lease shall include a recitation of the effective date of this Ground
Lease and a recitation of the date of Tenant's occupancy of the Leased Premises for use as a
public Senior Center.
20. Effective Date.
20.1 Effective Date. The "effective date" for this Ground Lease shall be date
when both of the following contingencies have been satisfied: (a) the legal gifted transfer to, and
acceptance and receipt by Tenant of, clear title to and ownership of an acceptable completed
Senior Center building which is to be constructed by the Kleiner Trust upon the Leased
Premises and which shall have at that time all required approvals necessary for immediate
occupancy and use as a Senior Center, and (b) the completion of transfer of legal recorded title
to the Landlord of the Leased Premises and adjacent lands for a public park.
Meridian Senior Center Ground Lease - 10
Sco mev
Executed this i � bday of la r, 2010.
TENANT:
The Meridian Area Senior Ci ' ns Association
gQ.C�
LANDLORD:
City of Meridian
my
Tammy de erd
Mayor ;''
Attest:
OF M
AOL,.
Jaycee L. Holman - City Clerk = gEAL
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',�PPPIPIII 11111\\\\`\
Meridian Senior Center Ground Lease - 11
STATE OF IDAHO )
) ss.
County of Ada )
On this 13 day of i 2010, before me, the undersigned, a Notary Public in and
for said state, personally appeared ,known or identified to me to be
the of the Meridian Area Sdnior Citizen's Association, Inc, and the
person who executed the instrument on behalf of said corporation and acknowledged to me that
such corporation 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.�gr Id�ho�,l
Residing at �/ J
My commission expires: —3
STATE OF IDAHO
) ss.
County of Ada )
Se-p�eMb�
On this day of -lar, 2010, before me, the undersigned, a Notary Public in and
for said state, personally appeared TAMMY DE WEERD and JAYCEE L. HOLMAN known or
identified to me to be the Mayor and City Clerk, respectively, for the City of Meridian, and the
persons 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.
•.....Ilk
��1��-�AR���.. No Public r Id
Residing at Wua i o, n
My commission expires: y
••`�'�F OF 19;•
•a.,.**
Meridian Senior Center Ground Lease - 12
Exhibit "A"
Site Plan
3 SITE PLAN (FOR REFERENCE ONLY)
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06 CC^
Meridian Senior Center Ground Lease - 13
GENERAL NOTES
PARKING REQUIREMENTS
m SHEET NOTES Of
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®® L Ow BALL SITE PLAN • KLEINER PARK
Exhibit "B"
Declarations
ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT 39-00 13
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4
DEPUTY 0010111 110018% I1 I{1Bt f l Il li
RECORDED -REQUEST OF 108087271
Flat American
Recording Requested By and
when Recorded Return to:
Richard D. Herndon
Griffin Fletcher & Herndon LLP
3500 Red Bank Road
Cincinnati, Ohio 45227
313/421-1313
-- SPACE ABOVE TMS LME FOR RECORM S USE ONLY
DECLARATION OF RESTRICTIONS
THIS DECLARATION OF RESTRICTIONS ("Declaration') is entered into tWs31 edgy
of July, 2008 by EUGENE M. KLEINER AND MICHAEL E. HUTER, CO -TRUSTEES of
THE JULIUS M. KLEINER MEMORIAL PARK TRUST, UTA DATED APRIL 5, 2007
("Declarant' under the following circumstances:
A. Pursuant to various agreements, including without limitation, an agreement
between Declarant and Meridian CenterCal, L.L.C., a Delaware limited liability company
("CenterCal"), Declarant is the sole owner of the real property described in Exhibit A attached
hereto and made a part hereof (the "Park Parcel's and CenterCal is the sole owner of the real
property described in Exhibit$ attached hereto and made a part hereof (the "CenterCal Parcel").
B. As part of the consideration for various transfers between Declarant and
CenterCal, Declarant has agreed to impose certain use restrictions against the Park Parcel for the
benefit of the CenterCal Parcel as contained herein.
NOW, THEREFORE, in consideration of the above premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by
Declarant, Declarant hereby declares and covenants as follows:
1. The Park Parcel shall be- held, sold, transferred, encumbered, leased, used,
occupied and improved subject to the terms of this Declaration. The Park Parcel shall be used
solely as a public park for public recreational purposes, which uses may include, but are not
limited to, a caretaker's house, a non-commercial fitness center, swimming pool, aquarium,
sports complex which may include but is not limited to soccer, football, lacrosse, baseball and
softball fields, senior center, community center, outdoor concerts, and/or library (all of which
DECLARATION OF RESTRICTIONS - 1
Meridian Senior Center Ground Lease - 14
shall be allowed to charge nominal user fees which will allow the City of Meridian, Idaho or any
other governmental agency operating such facilities to recover its operating costs as permitted by
Idaho law and sell or provide to the public, using such facilities, refreshments, snacks and
meals), seasondl concession stands selling or renting, as the case may be, those products
generally sold or rented in public parks, including but not limited to soft drinks, candy, hot dogs,
snow cones, ice cream, popcorn and bike, kite and skate rentals and other similar non-
commercial community uses. No indoor or outdoor movie screens on the Park.Parcel shall be
used to show commercial contemporary movies and no ice skating rink shall be operated on the
Park Parcel without CenterCal's or its successor's or assigns, prior written consent, which
consent may be withheld in CenterCal's sole and, absolute discretion. No portion of the Park
Parcel shall be used for any residential, private commercial or retail uses, except for the above-
described ancillary uses in connection with public recreational purposes.
2.• The restrictions and covenants contained herein shall be construed as covenants
running with the land and shall be binding upon all persons with any right, title and/or interest in
.the Park Parcel, and shall be a benefit appurtenant to the CenterCal Parcel and any and all real
property located adjacent to or nearby the CenterCal Parcel which is or may be owned by
CenterCal or any of its affiliates.
3. Declarant acknowledges that the restrictions contained herein are a material part
of the consideration for CenterCal completing certain real estate transactions with Declarant,
and, in the event of breach or threatened violation of the restrictions contained herein, CenterCal
shall be entitled to institute proceedings for full and adequate relief from the consequences of
said breach or threatened breach, by pursuing any and all legal and equitable remedies available
as a result of such breach or threatened breach. Declarant specifically acknowledges that
damages may not be an adequate remedy for CenterCal in the event of a violation of the
restrictions contained herein, and agrees that CenterCal may seek temporary and permanent
injunctions, specific performance and any other equitable remedies available to enforce these
restrictions.
11 . 4. Declarant shall be responsible for paying the reasonable legal fees and expenses
incurred by CenterCal or any of its successors and assigns in enforcing the restrictions contained
herein immediately upon demand by CenterCal. In addition, each owner, by accepting a deed to
any portion of the Park Parcel, agrees that in the event CenterCal, its successors and assigns files
suit to enforce this Declaration, CenterCal, its successors and assigns, shall have the right to
recoup from such owner -all expenses incurred in the enforcement action, including, but not
limited to, attorneys' fees and costs, both as to the original action and any appeals.
5. This Declaration and the restrictions contained herein shall be binding upon
Declarant, its beneficiaries and their respective heirs, representatives, successors and assigns, and
shall inure to the benefit of and be enforceable by CenterCal or any of its successors and assigns.
In addition tb the CenterCal Parcel described in Exhibit B CenterCal shall have the right from
time to time, to add additional adjacent and nearby real property to the definition of the
DECLARATION OF RESTRICTIONS - 2
Meridian Senior Center Ground Lease - 15
CenterCal Parcel as it or its affiliates acquire such real property, in which event all such
additional real property shall benefit from the restrictions contained herein.
6. It is understood and 'agreed that this Declaration (including exhibits) may be
modified or canceled only by the then owner of the CenterCal Parcel.
7. Unless otherwise canceled or terminated, all of the restrictions created as
contemplated by this Declaration shall continue in perpetuity.
8. No waiver of any provision hereof or of any violation of any of the restrictions
contained herein shall be deemed to imply or constitute a further waiver thereof, any other
provision set forth herein or of any other violation of any of the restrictions contained herein.
9. Should any provision hereof be declared invalid by a legislative, administrative or
judicial body of competent jurisdiction, the other provisions hereof shall remain in full force and
effect and shall be unaffected by same and shall be enforceable to the fullest extent permitted by
law.
10. This Declaration shall be governed by and construed in accordance with the laws
of the State of Idaho.
[end of text]
Meridian Senior Center Ground Lease - 16
Exhibit "C"
Documentation of Tax Exempt Status
intvnai Revenue Service
District Director
*eta OCT 2 4 1979
s
' Meridian Are S niorcitizens
Assoc4bion, Inc.
..1 31X— ff1f*0;�±hNIAVB.
U"W' ID SSW
Department of the Treasury
EP/EOsIItFLK
Employer Identification Numbers
82-0340544
AccourRh�i Period RUM":
June 30
Form 990 Required: g] Yes C) NO
00
person'to Contact:
John Sutton
ConteetTe)ophone Number.
(206) 442-5106
SEATROrOO-156
Dear Applicant:
Based on lAfOremtiPn supplied, and assuming your Operations will be as stated
in your application for recognition Of exemption, we have determined you are exempt
`from Federal income tax under seotioin 501(0)(3) of the Internal Revenue Code.
We have further determined that you are not a private foundation within the
meaning of section 609(a) of the Code, because you are an organization described
in section 5o9(a) (1) a 170 (b) (1) (A) (vi).
If your sources of support. or your purposes, character, or method of operation
change, please let us know so we can consider the of foot of the change on your
exempt status and foundation status. Also, you should inform us of all changes in
Your name or address.
Generally, you are not liable for social security (FICA) taxed unless you file
a waiver or exemption certificate as provided in the Federal Insurance Contributions
Act, If you have paid FICA taxes without filing the waiver, you should oontact us.
You are not liable for the tax imposed under the Federal Unemployment Tax Act (PUTA).
Since you are :got a private foundation, you are not subject to the excise taxes
undgr Chapter 42 of he Code. However, you are not automatically exempt from ot1w
Federal exelbW tax2K If you have any questions about excise, employment, or otfffr
Federal taxes, please let ug know,
Donors nay deduct contributions to you as provided in section 170 of the Code,
Bequests, leZacies, devises, transfers, or gifts to you or for your use are
deductible for Federal estate ;8.nd girt tax purposes if they meet the applicable
provtsions Of sections 2055, 2106, and 2522 of the Code.
The box *hooked in the heading of this letter shows whether you must file
Form 990, Return of Organization Exempt from Income tax. If Yea is *hacked, you
are required to file Form 990 only if your groes receipts each year are normally
more than $10,000. If a return is required, it must be filed by the 15th day of
of the fifth month after the and of your arsaual a000untIng period. The law impoees
a penalty of $10 a day, up to a maximum of 65,000, when a return is filed late,
unless thap As reasonable Pause for the delay,
P.O. Box 21224, Seattle, Washiington 98111 (OW) letter 947(00) (5-.77)
Meridian Senior Center Ground Lease - 17
1 OVERALL SITE PLAN - KLEINER PARK
NOT TO 5GALE