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Lease Agreement Chamber of CommerceLEASE AGREEMENT THIS LEASE made this T� day 7�b e 1988, between the City of Meridian, a municipal corporation (hereinafter referred to as "City"), and the Meridian Chamber of Commerce, Inc., an Idaho corporation (hereinafter referred to as "Lessee"): I. GRANT OF LEASE, DESCRIPTION OF PROPERTY, AND DURATION OF LEASE That in consideration of the rents, and conditions on the part of the Lessee to be paid, kept, and performed as hereinafter mentioned, City hereby agrees to lease to Lessee a certain parcel of real property situated in Storey Park, located in the City of Meridian, Ada County, State of Idaho, said parcel is more particularly described in Exhibit A which is attached hereto and incorporated by this reference. To have and to hold the said parcel of ground unto the use of said Lessee, its successors and assigns, for the term of fifty (50) years beginning on the date of these presents. The City covenants that upon the expiration of said term of 50 years it will negotiate for another lease of said premises. II. Lessee agrees to pay to City as rent for said premises One and No/100 Dollars ($1.00) per year, which payments are to commence on the 1st day of October, 1988, and continue on the first day of each year thereafter during the term of this lease. LEASE AGREEMENT - 1 III. CONSTRUCTION OF BUILDING BY LESSEE Lessee agrees that it will, within twenty-four (24) months after the execution of this lease, commence, and, without intermission and with reasonable expedition, proceed with the erection of a building on the demised land and will at its own expense completely furnish the same for use and occupation as the office of the Meridian Chamber of Commerce as well as serve as a visitor's center, on or before the 1st day of October, 1990, in a substantial and workmanlike manner, according to such plans, elevations, sections, conditions, and specifications as shall be previously approved of in writing by City, and such new building shall in every respect comply with the laws, ordinances, and regulations, municipal or otherwise, that may govern the construction of same, and Lessee shall save City harmless of and from any loss or damage by reason of the construction of the new building, and by reason of any mechanic's liens or encumbrances of any kind or nature. IV. PUBLIC RESTROOMS As part of the construction of the building set forth above, Lessee agrees to allocate space in the building for two public restrooms with exterior entrances. Lessee shall be responsible for erecting the outside walls to said restrooms and having water, sewer and electricity hookups available. City agrees to assume total responsibility for furnishing the plumbing and LEASE AGREEMENT - 2 electrical bathroom fixtures, and shall supply the public restrooms for the full term of this lease, including paying for the sewer and water charges and assessments as they relate to the public restrooms only. The City shall not provide or pay for electricity for the public restrooms. The Lessee shall install the electrical and plumbing fixtures furnished by the City. V. Lessee agrees to pay all taxes and assessments, general and special, and all other impositions, ordinary, of every kind and nature whatsoever, levied or assessed upon the building or improvements at any time situated on the leased parcel during the term of the lease. Lessee shall pay for all water and sewer connection charges and user charges associated with the structure, except those that relate to the two public restrooms referenced in paragraph IV above. VI. The parties by this provision provide for the contingency that the premises or a portion thereof could be taken by a public authority under the power of eminent domain during the term of this lease. With respect to the compensation recovered upon any such taking, the parties agree that all compensation for the reduced value of or the loss of the fee title to the land the City's LEASE AGREEMENT - 3 interest in the leasehold created by this lease and all other compensation except that hereafter specifically assigned to the Lessee shall be the property of the City; and that compensation for the reduced value of or the loss of the improvements, including the building, located on the leased premises, the Lessee's moving expenses, the Lessee's loss of business, and the depreciation of the Lessee's stock and fixtures shall be the property of the Lessee, subject to reasonable compensation to City as compensation for its contribution of bathroom fixtures. The parties acknowledge that the City is leasing the described parcel to Lessee to allow Lessee to use the premises as the main office of the Meridian Chamber of Commerce, Inc., as well as to operate a visitor's center at said location. As well as in addition thereto, Lessee shall be entitled to utilize the premises use during various chamber and chamber related meetings and events. Lessee shall also be entitled to operate a visitor's center on said premises. In the event Lessee shall cease to use the leased premises for a Chamber of Commerce office, Chamber of Commerce related activities, and/or a visitor's center, such shall constitute a default of this Lease and shall entitle the City to terminate this lease and/or pursue any remedy herein provided. Lessee shall make no unlawful use of the leased premises, nor shall Lessee perform any acts or carry on any practices upon the premises which may injure the enjoyment of the surrounding LEASE AGREEMENT - 4 park or be a nuisance or menace to the City or patrons of Storey Park. VIII. INSURANCE A. Liability Insurance. The Lessee shall at all times keep enforced a standard insurance policy insuring the City and the Lessee against public liability on or in any way connected with the premises with the limits of liability in those amounts as currently set forth in the Idaho Tort Claims Act, or in such amounts as may hereafter be set forth by said Act during the term of this lease. Lessee further agrees to provide City with written proof of insurance at least annually, or upon the reasonable request of City. B. Lessee to Indemnity City. The Lessee hereby agrees to indemnify and hold City harmless for any damages or claims which arise out of the Lessee"s use or occupancy of the leased premises. C. Fire Insurance. The Lessee shall at all times during the term of this lease carry and keep in force a standard fire insurance policy insuring the premises for the full insurable value hereof with extended coverage. IX. CITY'S RIGHT TO ENTER PREMISES The City shall have the right to enter upon the premises at all reasonable hours to inspect the same and for any other lawful purpose. LEASE AGREEMENT - 5 X. QUIET ENJOYMENT The City warrants and agrees that it holds merchantable title to the premises, and that it shall defend Lessee's peaceful possession of the premises during the term of this lease against all interruptions by the City or any person claiming under the City unless this lease is terminated for the default of the Lessee. XI. CITY'S DEFAULT If the City shall default in performing any of the provisions of this lease to be performed by it, the Lessee shall not pursue any available remedies (except to secure an order or judgment of court restraining or enjoining each such default) until the Lessee shall notify the City thereof specifying each such default. If the City fails to correct each said specified default within ninety (90) days after service of such notice, the Lessee may, without further notice, immediately: (a) Correct each specified default and deduct the costs thereof from the next payments due to City; or (b) Pursue any other remedy now or hereinafter provided by law, no remedy above specified being exclusive. XII. LESSEE'S DEFAULT If the Lessee shall default in performing any of the provisions of this lease to be performed by the Lessee, the City shall not pursue any available remedies (except to secure an LEASE AGREEMENT - 6 order or judgment of court restraining or enjoining each such default) until the City shall notify the Lessee thereof specifying each such default. A. Acts of Default. The following, but not limited to the following, eventualities shall be acts of default by Lessee, upon occurrence of which City shall have the right to declare this lease immediately terminated with the consequences herein pro- vided: (1) Failure to pay any payment of rent within ninety (90) days from the date the same becomes due and payable; (2) Failure to comply with any other provision hereof within ninety (90) days following written notice of default given by City, which said notice of default shall specify the matter in default; (3) Abandonment of the premises by Lessee; or (4) Commencement of any proceedings to declare Lessee a bankrupt, or for relief under any of the Chapters of the Bankruptcy Act, whether voluntary of involuntary, or the appointment of any receiver or trustee of the assets of Lessee situated in or upon the leased premises, or the seizure of all or any substantial portion of the assets of Lessee in or upon the leased premises under any levy of attachment or execution which shall not have been released within thirty (30) days after the date thereof. Upon termination of this lease by declaration of City as above provided, City shall have the immediate right of re-entry LEASE AGREEMENT - 7 and may remove all persons and property from the leased premises, and may cause any property so removed to be stored in a public warehouse or elsewhere at the cost and risk of, and for the account of the Lessee, all without service of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. The remedies hereby granted to City, or provided to City elsewhere herein, shall not be exclusive, but shall be in addition to all of the other rights and remedies may be prosecuted by City contemporaneously or otherwise with the exercise of the said right of termination and re-entry as herein provided for. B. Remedies Upon Default. If the Lessee fails to correct each such specified default within ninety (90) days after service of such notice, the City may, without further notice, immediately: (1) Correct the specified defaults in which case the cost thereof to the City shall be deemed to be additional rent, shall be immediately due without further notice of default, and the City may institute all necessary proceedings to collect the same; or (2) Declare this lease terminated in which case the City shall have the right to re-enter the premises and re -lease the same. (3) Declare this lease terminated, in which case all of the Lessee's rights under this lease and in the premises shall terminate, the City shall be entitled to immediate possession of LEASE AGREEMENT - 8 the premises and all. rent paid in advance shall become the property of the City as rent and liquidated damages for the use of and injury to the premises and for breach of this lease; or (4) Pursue any other remedy now or hereafter provided by law, no remedy above specified being exclusive. XIII. The Lessee shall not sell or contract to sell or assign or contract to assign this lease or sublet or part with possession of the premises or any part thereof, or otherwise transfer or hypothecate or assign as security or pledge or otherwise encumber the Lessee's interest in this lease or in the premises or any part thereof. It is agreed the reason and justification for the above restriction on alienation and transfer is reasonable and the City would not lease this property to any entity other than Lessee for any use other than that stated in this lease. Any violation of the provisions of this paragraph by the Lessee shall constitute a default by the Lessee entitling the City to pursue any remedy herein provided for the default of the Lessee. XIV. ENFORCEMENT EXPENSE If any court action is brought to enforce any of the provisions of this lease, the losing party shall pay to the prevailing party a reasonable attorney's fee in such action. LEASE AGREEMENT - 9 XV. ALL MODIFICATIONS TO BE WRITTEN No modification of this lease nor any waiver of a provision hereof shall be of any force or effect unless the same is in writing and signed by the parties hereto. XVI. NOTICES All notices required or permitted to be given hereunder shall be in writing and shall be sent postage prepaid by United States registered mail, return receipt requested. A notice mailed and addressed to the address set opposite the signature hereto of the party for whom the notice is intended, shall be deemed served and conclusively presumed to have been received the day after it is mailed. Any party may, by written notice given as herein provided, change the address for notices to be sent to such party. XVII. TIME OF ESSENCE Time and prompt performance of each provision of this lease is of the essence. XVIII. Waiver by one party of one or more defaults in performance of any provision herein contained to be performed by the other party shall not waive the provision itself or any subsequent default in performance thereof or the provisions of this paragraph. LEASE AGREEMENT - 10 XIX.. GOVERNING LAW All questions relating to the construction and validity of this lease agreement shall be determined in accordance with the laws of the State of Idaho. XX. INTERPRETATION The underlined paragraph headings used herein are for convenience only, are not a part of this lease, and shall not be used in construing it. This lease is executed in several counterparts and each counterpart shall be deemed an original for all purposes. Each provision of this lease to be performed by the Lessee shall be construed to be both a covenant and a condition. The term "person" shall include all legal entities, including, but not limited to, person, partnership, corporation, trust, estate, association, or governmental unit. Singular terms used herein which relate to the City or to the Lessee shall be read as if written in the plural when the context so requires or permits. XXI. BINDING EFFECT The agreements herein contained shall be binding upon, apply and inure to the City's and the Lessee's respective heirs, executors, administrators, successors and assigns. LEASE AGREEMENT - 11 XXII. Effective date means the date that this lease agreement is dated above and is the date on which it will take effect regardless of whether the parties hereto signed it before or after such date. XXIII. Upon the expiration of the term, or termination of this lease, or a subsequent consecutive lease of entered into as negotiated under paragraph I above, the Lessee shall, and hereby does, grant to the City, the first right to purchase the building constructed as called for in paragraph III above. The terms of said purchase shall be negotiable but in the event the price or terms are changed from what is offered to the City it shall be re -offered to the City for the same price and terms, as changed. IN WITNESS WHEREOF, the parties have subscribed their names and have,set their seals on the day and year first above written. CITY OF MERIDIAN, IDAHO 33 E. Idaho Street Meridian, Idaho 83642 By,Zf ('1"i 2111� onorable Grant Trn4of6rd Mayor LEASE AGREEMENT - 12 ATTEST: ATTEST: P.o".0�-!wm�m 4,MIN STATE OF IDAHO ss. County of Ada MERIDIAN CHAMBER OF COMMERCE, P.O. Box 557 Meridia I o 83642 By Steven Andeidson President INC. On the —Z day of 1988, before me, the undersigned, a Notary Public in and for said State, personally appeared STEVE ANDERSON, known to me to be the President of the MERIDIAN CHAMBER OF COMMERCE, INC., and E. FAYE BUCHANAN, known by me to be the First Vice President of the Meridian Chamber of Commerce, Inc., the persons whose names are subscribed to the within and foregoing instrument and acknowledged to me that they executed the same of behalf of said corporation. IN WITNESS WHEREOF, I have hereunto affixed my official seal the day and year first above written. �pIARl, LEASE AGRE/EMgmi 413 Toary Public r Idaho siding at Meridian, Idaho My Commission Expires: 1-/-/993 STATE OF IDAHO ) ss. County of Ada ) On the .28 day of e-- 6 e y , 1988, before me, the undersigned, a Notary Public In and for said State, personally appeared GRANT KINGSFORD, known to me to be the Mayor of the CITY OF MERIDIAN, IDAHO, and JACK NIEMANN, known by me to be the Clerk of the City of Meridian, the persons whose names are subscribed to the within and foregoing instrument and acknowledged to me that they executed the same on behalf of said City. IN WITNESS WHEREOF, I have hereunto affixed my official seal the day and year first above written. LEASE AGREEMENT - 14 ary Public for Idaho iding at Meridian, Idaho Commission Expires: j(- /-/fT S Proj...................................». Date. -------_ .BY ------------- »». Sheet........... .... 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A� ry 4 C -A� � Ct tn.UA j �1�Lr•cs. we S.i wt�. ) " VUAAOAA Witt, -T Ind V o�. - - - co- ,100 - fit �b G p o,:,T, p 40 � S o k -i o yesvv . 13 � O �'A pd l^' ID t " vin- tos t cfwig. w O." at" -ikAA., e -e- a, VX V -U.a, 1c 1 s 111 a 9 ao v► W:te ro a d wa� C"Jr a pp''ir t wa _� 1-14 o P -4-x" E -kL Q&AA. ppiv►'r OF 157:6 kv%v%`v j , Co v►.�v Is► n' Appvvu� ►r a ©3 4Cve , ma" ov le,oa. Iu 0 VL 0 RZONOM. a i DLcoW(� i� 4 Z W CO sl d ?Lu Q v D � (SN f r C \ d x M 0 0 �a � � U CUSTOMER CITY OF MERIDIAN "HUB OF TREASURE VALLEY" CITY CLERK'S OFFICE 33 E. IDAHO MERIDIAN, IDAHO 83842 DATE 19 RECEIVED FROM CASH M. 0. CHECK $ C ACCOUNT NO. 0/-37q WATER W TAX OR SEWER S MISC. OR TRASH HAUL T1 I n.i TOTAL l%': —\ 9649 v City Clerk's Office ASSOCIATED BUSINESS FORMS OF BOISE - 322-6729