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Renewal and Amendment of Lease for Generations Plaza Patio LeaseCITY OF MERIDIAN RESOLUTION NO. L9 7-5-e 2 BY THE CITY COUNCIL: BIRD, BORTON, ROUNTREE, ZAREMBA A RESOLUTION APPROVING A LEASE AGREEMENT RENEWAL AND AMENDMENT BETWEEN THE CITY OF MERIDIAN (LESSOR) AND GENERATIONS BUILDING, LLC (LESSEE) FOR THE PATIO AT GENERATIONS PLAZA ON REAL PROPERTY OWNED BY THE CITY OF MERIDIAN APPROXIMATELY 18 FEET WIDE BY 62.5 FEET LONG SITUATED IN THE SOUTHEAST CORNER OF LOT 3, BLOCK 5 OF THE AMENDED PLAT OF THE TOWNSITE OF MERIDIAN, ADA COUNTY, IDAHO TO BE USED AS A RESTAURANT PATIO; 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. WHEREAS, the City of Meridian owns real property located at the northeast corner of East Idaho Avenue and North Main Street, legally described as Lot 3, Block 5 of the amended plat of the Townsite of Meridian, Ada County, Idaho, commonly referred to as Generations Plaza; and, WHEREAS, pursuant to Idaho Code 50-1407, a municipal corporation may, by resolution, authorize the lease of any real property not otherwise needed for city purposes, upon such terms as the City Council determines may be just and equitable; and, WHEREAS, a portion of Generations Plaza has been under lease to the owner of the adjacent Generations Building since October 17, 2000 for purposes of providing an outdoor dining patio for the restaurant space located in the Generations Building; and, WHEREAS, the Lessee desires to renew and amend the Lease Agreement according to the terms set forth therein; and, WHEREAS, the City of Meridian has no immediate plans to develop the site where the patio is currently located. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF MERIDIAN, IDAHO: Section 1. That the following real property is not needed for City purposes: The patio area described in the amended lease agreement between the City of Meridian RESOLUTION APPROVING GENERATIONS PLAZA PATIO LEASE Page 1 of 2 (Lessor) and Generations Building, LLC (Lessee), a copy of which is attached hereto and incorporated herein by reference. Section 2. That the terms of the amended lease agreement 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. That this Resolution shall be in full force and effect immediately upon its adoption and approval. ADOPTED by the City Council of the City of Meridian, Idaho this l464'- day of —&-� 6.4-o, k- , 2007. APPROVED by the Mayor of the City of Meridian, Idaho, this day of OG hZ-- , 2007. APPROVED: MAy MY DE WEERD ATTEST: Teo WI LIAM G. BERG, JR., C Y C RESOLUTION APPROVING GENERATIONS PLAZA PATIO LEASE Page 2 of 2 Renewal and Amendment of Lease for Generations Plaza Patio THIS AGREEMENT is made and entered into this day of October, 2007 by and between the City of Meridian, 33 E. Idaho, Meridian Idaho, 83642, a municipal corporation of the State of Idaho ("Lessor"), and Generations Building LLC, gio Main Street, Suite 358, Boise, Idaho, 83702 ("Lessee"), an Idaho Limited Liability Company. WITNESSETH: WHEREAS, Lessor and Lessee have entered into a Generations Plaza lease agreement dated October 17, 2000, in which the Lessor, among other provisions granted to the Lessee certain premises commonly referred to as the "patio" located at Generations Plaza in downtown Meridian to be occupied and used for the purposes stated therein; and, WHEREAS, the October 17, 2000 lease agreement contained an option to renew the lease after the expiration of the initial five year term on September 30, 2006; and, WHEREAS, the Lessee did exercise the option to renew in a timely manner and Lessor has continued to allow Lessee to rent the patio space under the terms of the October 17, 2000 lease agreement; and, WHEREAS, Lessee has agreed to pay the October 1, 20o6 annual rent payment in the amount of $2,553.00 upon receipt of an invoice from Lessor; and, Renewal and Amendment of Lease for Generations Plaza Patio — page 1 of 8 WHEREAS, in consideration of the $ioo paid by Lessee on August 15, 2006 to secure the option to renew the agreement, Lessor agrees to renew and amend the agreement as set forth herein; and, WHEREAS, The parties agree that the October 17, 200o agreement shall be incorporated, and shall be considered to be incorporated in this agreement by this reference except insofar and only insofar as the terms, conditions and provisions are replaced, modified, changed or amended by the further provisions of this Agreement; and, WHEREAS, Lessor and Lessee further agree that the sole modifications of, changes in, and amendments to the terms, conditions and provisions of the agreement, dated October 17, 2000, which are made in it and which shall be applicable to all renewals and extensions of the agreement made and provided for in it, consist of the following: A. TERM, BASE ANNUAL RENT, AND ANNUAL RENT INCREASE: The terms and conditions pertaining to annual rent payments found at Section #1 appearing in the agreement on page 2, shall be replaced, modified, changed and amended to read as follows: The term of the renewed lease Agreement shall be deemed to have commenced on October 1, 2007 for a term of five (5) years terminating on September 30, 2012. The 2007 annual base rent amount of $2,665.00 was due as of October 1, 2007 and is payable on or before December 1, 2007. Renewal and Amendment of Lease for Generations Plaza Patio — page 2 of 8 The annual base rent shall be adjusted annually to offset any increases in costs and expenses over the previous year. Beginning with the annual rent payment due on October 1, 2008, and on each year thereafter on the same date during the five (5) year renewal term, the annual rent shall be increased by the greater of (a) three percent (3%) of the annual rent in effect for the preceding year or (b) an amount equal to the increase determined by the most current Consumer Price Index for all Urban Consumers, All Items, published by the United States Department of Labor, Bureau of Statistics ("Index"). Said adjustment shall not be less than the rent paid during the immediately preceding period. If the Index is discontinued or revised during the term or, if for any reason the Index statistics are not available, the adjustment in the rent shall be computed by reference to whatever statistics are at the time available most nearly resembling the statistics reflected in the Index. B. OPTION TO RENEW: The terms and conditions pertaining to the option to renew and consideration appearing in the agreement as Section #2 on page 2 shall be replaced, modified, changed and amended to read as follows: Provided that this Agreement shall be in full force and effect and that the Lessee shall not be in default hereunder, the Lessor hereby grants to Lessee an exclusive option to renew this lease for two (2) successive additional five (5) year terms, the first commencing on October 1, 2012, and extending through September 30, 2017 and the second commencing on October 1, 2017, and extending through September 30, 2022. The renewal terms shall be upon the same terms and conditions contained in this Agreement, save and excepting rent. Renewal and Amendment of Lease for Generations Plaza Patio — page 3 of 8 The rental for each renewal period shall be negotiated by Lessor and Lessee; provided, however, that in the absence of agreement, the annual rent for the renewal period will be set by three arbitrators, one chosen by Lessor, one chosen by Lessee, and those two arbitrators choosing a third. The parties agree that the annual rental for any renewal period set by a majority of these three (3) arbitrators will be binding on Lessor and Lessee, will constitute the annual rental for the renewal period, and will be payable by Lessee to Lessor on October 1 of each year during the renewal period. Should Lessee desire to exercise any option to renew provided for herein, Lessee shall notify Lessor in writing no later than midnight on August 15 during the last year of the current lease term and pay Lessor the sum of $1oo.00 as the consideration for the option to renew. In the event of Lessee's failure to notify Lessor of its intent to renew in the time and manner specified and pay the consideration, the option to renew, and any subsequent options to renew shall be null and void. C. USE OF PREMISES. The terms and conditions pertaining to the use of the premises found at Section #3 appearing in the agreement on page 3, shall be replaced, modified, changed and amended to read as follows: Lessee covenants and agrees that the leased premises shall be used solely as a patio immediately adjacent to real property where Lessee maintains a building which houses a restaurant on the ground floor. The patio and entrance area shall be used ancillary to the restaurant for the furnishing of space for restaurant patrons to consume food and beverage. Provided that this Agreement is in full force and effect, the leased premises shall not be considered to be a part of the Lessor's adjacent Generations Plaza Renewal and Amendment of Lease for Generations Plaza Patio — page 4 of 8 public park and shall not be considered to be a part of the park and shall not be subject to any rules, regulations, or ordinances pertaining to public parks unless specifically provided in this Agreement. Amplified background and amplified live music shall be allowed on the premises provided that such amplified music is in compliance with any applicable noise ordinance and provided that such amplified music does not interfere with any uses of the adjacent Generations Plaza public park. Lessee further agrees to restrict patron usage of the patio area to the hours of 10:0o a.m. through 12:00 midnight. No signage shall be allowed on the leased premises nor shall signage be allowed on the adjacent Generations Plaza public park. Further, no advertising or promotional materials for alcohol or tobacco products, including "brand" items shall be allowed on the leased premises. D. ALTERATIONS AND IMPROVEMENTS: The terms and conditions pertaining to Alterations and Improvements found at Section #5 appearing in the agreement on page 4, shall be replaced, modified, changed and amended to read as follows: Lessee shall be entitled to make modifications and improvements to the existing patio, including awnings, enclosures, and extensions of the patio, only if such modifications and improvements are approved in writing, in advance by Lessor. In the event that the patio is extended to the north, the annual rent shall be adjusted on a pro - rata additional square foot basis on mutually agreed-upon terms and conditions to be memorialized in a written addendum to this Agreement. Approval by Lessor shall not be given without the concurrence of the Parks Director and the Planning Director. The Renewal and Amendment of Lease for Generations Plaza Patio — page 5 of 8 Parks Director's review shall be based on issues related to compatibility with the adjacent Generations Plaza public park. The Planning Director's review shall be based on approval of a certificate of zoning compliance that considers all applicable city rules, regulations, and guidelines, including the Meridian Downtown Design Guidelines and any other applicable design review criteria. Lessee shall also be required to secure any required building permits. Lessee agrees that upon the termination of this Lease, any and all improvements designated for removal by Lessor shall be removed by Lessee at Lessee's own cost, provided, however, that any damage which might be occasioned by the removal thereof shall be repaired at Lessee's expense. Such damage occasioned by the removal of designated improvements shall include the cost of restoring the leased premises for use as a public park, including reimbursement by Lessee of any costs incurred by Lessor for installing landscaping on the leased premises, including the following: Excavation, topsoil, concrete edging, irrigation systems, planting material, planter bed preparation, and mulch. All other improvements as shall have been added or made by Lessee which Lessor does not designate for removal shall revert to Lessor and become a part of the leased premises. E. ASSIGNMENT OR SUBLETTING: The terms and conditions pertaining to assignment or subletting found at Section #8 appearing in the agreement on page 5, shall be modified, changed and amended to read as follows: Replace all references to "Smoky Mountain Pizza & Pasta, Meridian, LLC" with "Andrew's Rib Shack Meridian, LLC" Renewal and Amendment of Lease for Generations Plaza Patio — page 6 of 8 F. GOVERNING TERMS AND CONDITIONS: Lessor and Lessee agree that, except solely as replaced, changed, modified, or amended above, the terms, conditions, and provisions of the agreement dated October 17, 2000 shall apply to, and shall govern, this amendment of the agreement, and any and all further renewals or extensions of it. IN WITNESS WHEREOF, the Lessor and Lessee do execute this Agreement the day and year first above written. Attest: William G. Berg, Jr., City CITY OF MERIDIAN LESSOR I� By: Mayor T my de Weerd !° BSL _ GENERATIONS BUILDING. LLC ME - By: Renewal and Amendment of Lease for Generations Plaza Patio — page 7 of 8 STATE OF IDAHO, ) : ss County of Ada, ) On this day of 0 c_+Q- ,� , 2007, before me, the undersigned, a Notary Public in and for said State, personally appeared known or identified to me to be the of enerations Building, LLC, who executed the instrument and acknowle ged to me that they executed the same on behalf of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. STATE OF IDAHO ) : ss County of Ada ) Notary Public4r Idaho Residing at: I c:-� �) My Commission Expires: 3 3 -10 On this IU*' day of ©CVJr-e..r , 2007, before me, a Notary Public, personally appeared Tammy de Weerd and William G. Berg, Jr., know or identified to me to be the Mayor and City Clerk, respectively, of the City of Meridian, who executed the instrument or the person that executed the instrument of 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. (SEAL) •'g,A M, �'��p','• I of i � i • OF Ifl:•' •M•... Notary Public/ for Idaho Residing at: tta( IT 11, lip Commission expires: 10-1 1-1 1 Renewal and Amendment of Lease for Generations Plaza Patio — page 8 of 8 LEASE With Option to Renew THIS AGREEMENT is made and entered into this ! 7 day of 46,y&Ct. woo, by and between THE CITY OF MERIDIAN, 33 E. Idaho, Meridian, ID sm+2, hereinafter referred to as the "Lessor," and GENERATIONS BUILDING, LLC, an Idaho Limited Liability Company, 910 Main Street, Suite 2+0, Boise, ID 837o2, hereinafter referred to as the "Lessee." WITNESSETH: WHEREAS, Lessor owns a parcel of unimproved real property immediately adjacent to real property where Lessee is constructing a brand new building which will house a restaurant on the ground floor; and WHEREAS, Lessbr, as one of its goals, has determined that revitalization of downtown Meridian is in the best interests of its citizens; and WHEREAS, in furtherance of Lessor's goal of revitalizing the older portion of Meridian, it is necessary to draw people and interest to the downtown corridor, and WHEREAS, Lessee will construct and maintain a patio and landscaping which will match and correspond well with the Lessors improvements to its Generations Plaza; and entered into. WHEREAS, it is in the best interests of Lessor and its citizens that this Lease be NOW, THEREFORE, based upon the mutual covenants contained herein, the parties agree as follows: That the said Lessor, for and in consideration of the rents, covenants and agreements hereinafter mentioned on the part and behalf of the said Lessee to be paid, kept and LEASE With Option to Renew - 1 performed, does by these presents grant, demise and lease unto the said Lessee, and the said Lessee does by these presents hire, rent and take from the said Lessor, that certain unimproved real property and premises described as follows, to wit: An area 18 feet wide by 62.5 feet long located in the Southeast corner of Lot 3, Block 5, of the Amended Plat of the Townsite of Meridian, Ada County, Idaho. TO HAVE AND TO HOLD said premises, together with the appurtenances, privileges, rights and easements thereto belonging, unto the said Lessee for the term of five years, ten months, said term to commence on December 1, 2000, and terminate on September 30, 2006, for the rental and upon the terms and conditions as follows: as follows: RENTAL: Lessee covenants and agrees to pay annual rent for thepremises $1822.50 on December 1, 2000; ✓�2145 MG SEE 1 Q 190,Ha��October 1, 20UQ 7$2569 on October i, 20ober 1; 04;' and ,%$2964 on October, 1, 2005 4u N�t� i n 6 2. OPTION TO RENEW AND CONSIDERATION: Provided that this Lease shall be in full force and effect and that the Lessee shall not be in default hereunder, the Lessor hereby grants to Lessee an exclusive option to renew this Lease for an additional five (5) year term certain commencing October 1, .2006, and extending through September 30, 2011, upon the same terms and conditions contained in this Lease, save and excepting rent. The rental for the renewal period shall be negotiated by Lessor and Lessee; provided, however, that in the absence of agreement, the annual rent for the renewal period will be set by three (3) arbitrators, one chosen by Lessor, one chosen by Lessee, and those two choosing a third. The parties agree LEASE With Option to Renew - 2 that the annual rental set by a majority of these three (3) arbitrators will be binding on Lessor and Lessee, will constitute the annual rental for the renewal period, and will be payable by Lessee to Lessor on October 1 of each year commencing October 1, 2006. Should Lessee desire to exercise this option to renew this Lease Agreement, Lessee shall (i) notify Lessor in writing no later than midnight August 15, 2006, of its intention to exercise the option to renew and (2) pay Lessor the sum of $100.00 as the consideration for the option to renew no later than midnight August 15, 2006. In the event ofLessee's failure to notify Lessor in the time and in the manner specified and pay the consideration for the option, this option shall be null and void. In the event that Lessee does not exercise the option as herein provided, then Lessor shall have the right to place signs upon said leased premises indicating the same are available for lease or sale and Lessor shall have the right during the remaining period of the Lease Agreement to show the leased premises to prospective lessees or purchasers. S. USE OF PREMSES: Lessee covenants and agrees that the leased premises shall be used solely for the construction of a patio immediately adjacent to real property where Lessee is constructing a building which will house a restaurant on the ground floor, entrance area, and associated landscaping for use in connection with the building that is to be built immediately east of the leased premises. The patio and entrance area, once constructed, shall be used ancillary to the restaurant which will be housed in the adjacent building and for the furnishing of space for restaurant patrons to consume food and beverage. No amplified live music shall be allowed on the premises. Amplified background music, which is the same as any background music which may be supplied inside the restaurant building will be allowed, provided, however, that such background music must be low in volume and must not interfere with any uses of the adjacent city park. LEASE With Option to Renew - 3 Lessee further agrees to restrict patron usage of the patio area to the hours of 10:00 a.m. through 12:00 midnight. No signage will be allowed on the patio. Further, no alcohol or tobacco advertising, including "brand" items on the patio will be allowed. 4. MAINTENANCE: Lessee agrees to maintain the demised property in as good condition as the same are in at the time Lessee shall take possession of the demised premises, reasonable wear, tear and damage by the elements excepted. In exchange for use oftheparking lot by the public, the Lessee agrees to maintain the parking lot and peep it in as good a condition as it now is, reasonable wear and tear excepted during the remainder of the term of this lease. Lessee shall be responsible for annual maintenance and repair, including striping and sealing during each year of this lease. 5. ALTERATIONS AND IMPROVEMENTS: Lessee shall be entitled to construct on the leased premises a patio and landscaping approved by the Lessor as contained in the drawing dated August 14, 2000, from The Land Group, Inc., which is attached to this Lease as Exhibit "1" and, by this reference, incorporated herein. Lessee shall be required to erect a non- combustible, non -site -obscuring fence around the patio area. Any gates in the fence must be approved in advance by the Director of Parks and Recreation for Lessor. Lessee shall reimburse Lessor for any costs incurred by Lessor for installing landscaping on the Lessee's premises, and such landscaping shall include the following. 1. Excavation; b. Top soil; C. Concrete edging 5. Irrigation system; 6. Planting material; and 7. Planter bed preparation and mulch. Lessee agrees that upon the termination of this Lease, such improvements designated for removal by Lessor shall be removed by Lessee at Lessees own cost, provided, LEASE With Option to Renew - 4 however, that any damage which might be occasioned by the removal thereof will be repaired at Lessee's expense. All other improvements as shall have been added or made by Lessee which Lessor does not designate for removal shall revert to Lessor and become a part of the Ieased premises. 6. WATER: Lessor agrees to supply the water for the irrigation of the landscaping on the leased premises. 7. COMPLIANCE WITH LAW: Lessee agrees to comply with all municipal, state and federal laws, rules, regulations and ordinances and to do all things necessary to stay in compliance with the same. s. ASSIGNMENT OR SUBLEASING: Lessee shall be allowed to sublet the leased premises to Smoky Mountain Pizza & Pasta, Meridian; LLC, but such assignment or sublease shall not relieve Lessee of its primary liability under this Lease, and no other assignment or sublease shall be allowed without the Lessor's consent, which consent shall be discretionary as to the Lessor. In the event Smoky Mountain Pizza & Pasta, Meridian, LLC vacates the premises during the term of this Lease or any extension hereof', and Lessee does not replace its tenant or in the event Lessor does not consent to a replacement tenant, then this Lease shall terminate and all rents theretofore paid by Lessee shall be retained by Lessor and Lessee shall not be entitled to any refund for prepaid rent. 9. NONDISCRIMINATION: Lessee will not, on the grounds of race, color, religion, sex, age, or national origin, discriminate or permit discrimination as to any person or group ofpersons in any manner. Non-compliance with this provision shall constitute a breach of this Lease, and in such event, Lessor may take the appropriate action to enforce compliance, terminate this Lease, or seek judicial enforcement. LEASE With Option to Renew - 5 10. AUTOMATIC CANCELLATION: It is understood and agreed that voluntary or involuntary filing of bankruptcy, or assignment for the benefit of creditors, or. any other act of insolvency by or on behalf of the Lessee shall automatically cancel this Lease, and Lessor shall be entitled to immediate possession of the leased premises. 11. DAMAGE OR DESTRUCTION: If the leased premises shall be damaged by fire, the elements, explosions or other causes, Lessee will, at Lessee's own proper cost and expense, cause the same to be repaired and restored to the same condition as before such damage was done, subject to delays due to adjustment of insurance claims, strikes and other causes beyond Lessee's control or, in the alternative, Lessor shall cause such repair to be made and Lessee shall reimburse Lessor therefor from insurance proceeds received by Lessee. If the demised premises shall be so damaged as to be unfit in whole or in part for occupancy or use in the manner and form as theretofore used, Lessee shall cause the same to be promptly restored, repaired and rebuilt to the extent. of Lessee's obligations for maintenance under the terms of this Lease. 1s. FIRE HAZARDS: The Lessee shall not do anything in the premises or bring or keep anything therein which will increase the risk of fire, or which will conflict with the regulations of the fire department or any fire laws, or with any fire insurance policies on the buildings, or with any rules or ordinances established by the board of health, or with any municipal, state or federal laws, ordinances or regulations. 1s. LABOR CONTRACTS AND EMPLOYEES: The parties hereto expressly covenant and agree that all labor contracts and employment agreements with employees shall be made directly with Lessee and that all such employees shall be deemed solely the employees of Lessee and in no way employees of Lessor. Lessee covenants and agrees to indemnify and hold LEASE With Option to Renew - 6 harmless Lessor of and from any liability for any acts of employees of Lessee or any acts ofpersons working for Lessee under a labor contract. 14. RIGHT OF INSPECTION: Lessor shall have the right to enter the demised premises at any reasonable time to examine the same and to determine the state of repair or alterations which shall or may be necessary for the safety and preservation of the premises. 15. WASTE PROHIBITED: Lessee shall not commit any waste or damage to the premises hereby leased nor permit any waste or damage to be done thereto. On a daily basis, Lessee will insure that the leased premises is kept clean and free of debris and litter. Lessee will allow the Lessor to dispose ofsix (6) bags oflitter per week, in Lessee's dumpster, in exchange for access across Lessor's property for solid waste disposal service. Lessee will be responsible to keep the durnpster area clean and in an orderly fashion. 16. LIABILITY: Lessor shall not be liable for any injury or damage which may be sustained by any person or property of the Lessee or any other person or persons resulting from the condition of said premises or any part thereof, or from the street or subsurface, or from any other source or cause whatsoever, nor shall the Lessor be liable for any defect in the building and structures on said demised premises, latent or otherwise, and Lessee agrees to indemnify and hold harmless Lessor from such liability. 17. LIABILITY INSURANCE: Lessee shall maintain a comprehensive liability insurance policy covering the above -demised premises during the term of this Lease with a responsible insurance company, all at the sole cost and expense ofLessee, in the names and for the benefit of Lessee and Lessor in the sum of $1,000,000.00 single -limit coverage. Lessee shall furnish Lessor with a certificate of such liability insurance stating that said insurance is in full force and effect during the term of this Lease or any extension thereof. LEASE With Option to Renew - 7 18. FIRE AND EXTENDED COVERAGE INSURANCE: Lessee shall be obligated to maintain fire and extended coverage on the leased premises for the fiM insurable value thereof and Lessee shall name Lessor as an additional insured thereon. Lessee shall furnish Lessor with a certificate of such insurance coverage at least annually. Lessee may maintain fire and extended coverage on the contents and personal property of Lessee located on or within the leased premises as Lessee desires, but Lessor shall be under no obligation to maintain any fire or extended coverage insurance on those contents or personal property of Lessee. 19. CONDEMNATION: If the entire premises, or a substantial part thereof, are condemned or taken by purchase in lieu thereof, then this Lease shall terminate as of the time possession is taken. Any condemnation award shall be divided between the parties hereto in accordance with and in proportion to their respective Lessor and Lessee interests. 20. SURRENDER OF POSSESSION: Lessee agrees to surrender possession of said leased premises to Lessor at the expiration of this Agreement, or any extension thereof, in the same condition as when the same were entered into by Lessee, wear and tear, reasonable use and occupancy and damage by the elements excepted. 21. DEFAULT AND FORFEITURE: Time and the strict and faithful performance of each and every one of the conditions of this Agreement is expressly made the essence of this Agreement. If Lessee fails to make any payment, or fails to perform any other obligation imposed by this Lease Agreement, this shall constitute a default hereunder, and if Lessee shall fail to cure that default within thirty (30) days after Lessor has served notice upon Lessee of said default indicating the manner in which Lessee is in default, Lessor, immediately, and without further notice or demand upon Lessee, shall have any or all of the following rights and options: LEASE With Option to Renew - 8 (a) To specifically enforce this Lease Agreement by suit in equity; (b) to declare this Lease Agreement null and void, forfeited and terminated,.as of the date of the breach, and to retain, as liquidated damages and reasonable rental, all payments theretofore made and all improvements placed upon the premises, and to enter and repossess said premises; (c) to mitigate Lessor's damages occasioned by Lessee's default by retaking possession of the leased property and reletting same, or any portion thereof, to other lessees, and, upon that occurrence, Lessee shall receive a credit against the rental due by Lessee under this Lease Agreement in the amount of rental received by Lessor from reletting the leased property, or any portion thereof, to other lessees. Lessee shall, however, remain obligated to Lessor, pursuant to the terms of this Lease Agreement, for the difference between the rental received by Lessor from reletting the leased property, or any portion thereof, to other lessees and the amount of rent due actually due pursuant to the terms of this Lease Agreement by Lessee. IfLessee shall fail to surrender possession of the demised leased property to Lessor, upon demand by Lessor, the Lessee shall be deemed guilty ofan unlawful and forcible detention of said leased property. If Lessee shall abandon or vacate said leased property, or if this Lease Agreement be terminated for breach of any of the covenants and agreements herein contained, Lessee hereby agrees to pay all reasonable expenses incurred by Lessor in obtaining possession of said leased property from Lessee, including reasonable legal expenses and attorney's fees, and to pay such other expenses as the Lessor may incur in putting the leased property in good order and condition as herein provided, and also to pay all other reasonable and necessary expenses or commissions paid by Lessor in re-leasing the leased property. In the event of notification of default by Lessor to Lessee and Lessee does in fact cure such default, then and in that event Lessee LEASE With Option to Renew - 9 shall pay, in addition to all arrearages as existing under the notice of default, the reasonable attorneys fees incurred by Lessor in determination of the default and the notification to the defaulting Lessee. The foregoing rights and remedies are not intended to be exclusive, and all parties shall have any and all other remedies permitted in law or equity. The rights and remedies of the parties are not intended to be mutually exclusive except to such extent that they are inherently and necessarily contradictory, and it is intended that all permissible remedies and rights may be exercised concurrently or successively, or both. 22. HAZARDOUS SUBSTANCES: Lessee represents and warrants that the premises will never be used for the generation, manufacture, storage, treatment, disposal, release or threatened release of any hazardous substances as those terms are defined by applicable Federal or State laws and regulations. Lessee agrees to indemnify and hold harmless Lessor against any and all claims and losses resulting from a breach of this provision of this agreement. This obligation to indemnify shall survive the payment of the indebtedness and the satisfaction of this agreement. 23. TERMINATION. Notwithstanding the foregoing, this Lease shall terminate in the event the improvements to the leased premises as contemplated by this Lease have not been completed by Lessee by June 1, 2001, and in that event, all rents theretofore paid by Lessee shall be retained by Lessor and Lessee shall not be entitled to any refund for prepaid rent. 24. ATTORNEY'S FEES: in the event an action is brought to enforce any of the terms or provisions of this Lease, or enforce forfeiture thereof for default thereof by either of the parties hereto, the successful party to such action or collection shall be entitled to recover from LEASE With Option to Renew - 10 the losing party a reasonable attorney's fee, together with such other costs as may be authorized by law. In case suit shall be brought for an unlawful detainer of the said premises for the recovery of any rent due under the provisions of this Lease, or because of the breach of any other covenant herein contained on the part of Lessee to be kept or performed, Lessee shall pay to Lessor all costs, expenses and attorney's fees which shall be incurred by Lessor in enforcing the covenants and agreements of this Lease Agreement. 25. NOTICES: All notices required to be given to each of the parties hereto under the terms ofthis Agreement shall be given by depositing a copy of such notice in the United States mail, postage prepaid and registered or certified, return receipt requested, to the respective parties as their respective addresses as set forth in the beginning of this Lease Agreement,. or to such other address as may be designated by writing delivered to the other party. All notices given by certified mail shall be deemed completed as of the date of mailing except as otherwise expressly provided herein. 26. ' REPRESENTATIONS: It is understood and agreed by and between the parties hereto that there are no verbal promises, implied promises, agreements, stipulations, representations or warranties of any character excepting those set forth in this Agreement. 27. BINDING EFFECT: The provisions and stipulations hereof shall inure to the benefit of and bind the heirs, executors, administrators, assigns and successors in interest of the respective parties hereto. 28. RECORDING: The parties hereto agree that they will not record a copy of this Agreement, Lessee's occupancy of said premises being notice of Lessee's interest therein, and LEASE With Option to Renew - I I l the recording of said Lease by Lessee shall, at the option ofLessor, constitute a default in the terms and conditions hereof. 29. SITUS: This Lease is established and accepted by the Lessee under the laws of the State of Idaho, and all questions concerning its validity, construction and administration shall be determined under such laws. 3o. HEADINGS: The bolded paragraph headings are for convenience only and are not a part of this Lease agreement and shall not be used in interpreting or construing this Lease agreement. 31. SEVERABILITY: If any portion or portions of this Lease shall be, for any reason, invalid or unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into effect, unless to do so would clearly violate the present legal and valid intentions of the parties hereto. IN WITNESS WHEREOF, the Lessor and Lessee do execute this Lease Agreement the day and year first above written. THE CITY OF MERIDIAN LFSSO By: a Robert D. Corrie `,'���tt�{t�tHltprrrrr ATTEST: ,t�,�y OrrOPA je, ;: AL = William G. Berg, Jr., Ci Cle �, = RESOLUTION NO. o` Nb LEASE With Option to Renew - 12 BUILDING, LLC ATTEST: RESOLUTION NO. STATE OF IDAHO,) . ss: County of Ada, ) On this day of Novas mbw woo, before me, a Notary Public, personally appeared Robert D. Corrie and William G. Berg, Jr., known or identified to me to be the Mayor and the City Clerk, respectively, of the City of Meridian, who executed the instrument or the persons that executed the instrument on behalf of said City, and acknowledged to me that such City executed the same. via MEIN .•..�. �: ATG''. (SEAL) i *ones STATE STATE OF IDAHO,) SS: County of Ada, ) Notary Idaho Commission Expires: 1-2b -0(0 On this- n day of 7' 4W,% k, 9000, before me, a Notary Public, personally appeared a.NW 1 -5—'W'14 -and and known or identified to me o be r_�and , respectively, of Generations Building, LLC,hw o executed the instrument or the persons that executed the instrument on behalf of said Generations Building, LLC, and acknowledged to me that such Generations Building, LLC executed the same. `p--0 VE #*,4 $V..; (SE , •'� �% otary Public for Idaho ARY �•� : � s Commission Expires: %/ -0_ 2-o� 'Ur'. p LEAs 'Ar •'• •'J� With Op dwaw• - 13 ja/Z:\Work\M\Meridian 15360MNstewartlaceybeooitlease.frw LEASE With Option to Renew — 14 U ❑o