17-2028 Approving Lease for New Ventures Lab at Old City HallCITY OF MERIDIAN RESOLUTION NO. 17- � O
BY THE CITY COUNCIL: BIRD, BORTON, CAVE NER,
MILAM, PALMER, LITTLE ROBERTS
A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF
MERIDIAN (LESSOR) AND NEW VENTURES LAB, INC (LESSEE) FOR THE
PREMISES LOCATED AT 33 EAST IDAHO AVENUE, MERIDIAN IDAHO; AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AND ATTEST SAID
AGREEMENT ON BEHALF OF THE CITY OF MERIDIAN; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF MERIDIAN, IDAHO
WHEREAS, the City of Meridian has approximately 8,000 square feet of office space
located at 33 East Idaho Avenue (the "premises") that is not currently used for City business;
and,
WHEREAS, the City of Meridian has no immediate plans to use the premises for City
business; and,
WHEREAS, on the 26th day of May, 2015, the City Council of the City of Meridian
passed Resolution No. 15-0168 which approved the existing Lease Agreement dated June 2,
2015; and,
WHEREAS, the parties desire to enter into a new lease agreement, retroactive to June 1,
2017,
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF
THE CITY OF MERIDIAN, IDAHO AS FOLLOWS:
SECTION 1. The premises described in the lease agreement between the New Ventures
Lab, Inc and the City of Meridian is not otherwise needed for City purposes.
SECTION 2. That the terms of the agreement (attached hereto and incorporated herein)
between the New Ventures Lab, Inc. and the City of Meridian are just and equitable, and the
same is hereby approved as to both form and content,
SECTION 3. That the Mayor and City Clerk be, and they hereby are, authorized to
respectively execute and attest said Lease Agreement for and on behalf of the City of Meridian.
SECTION 4. This Resolution shall be in full force and effect immediately upon its
adoption and approval,
ADOPTED by the City Council of the City of Meridian, Idaho, this 19th(" day of
September, 2017.
RESOLUTION FOR 33 EAST IDAHO LEASE AGREEMENT
2017.
ATTE
APPROVED by the Mayor of the City of Meridian, Idaho, this 190' day of September;
APPROVED:
STZyvCole
C. , city Clerk
Mayor Tammy eerd
RESOLUTION FOR 33 EAST IDAHO LEASE AGREEMENT
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SEAL/
BUILDING LEASE
FOR
NEW VENTURES LAB
33 EAST IDAHO AVENUE, MERIDIAN
THIS BUILDING LEASE ("Lease") is made thisday of September 2017, between
The City of Meridian, an Idaho Municipal Corporation ("L-4 and New Ventures Lab,
Inc. ("Tenant"). Landlord and Tenant may be referred to collectively as the "Parties."
WHEREAS, New Ventures Lab Inc is a hybrid co -working facility, idea laboratory,
community engagement center and collaboration center focusing on startup
organizations; and,
WHEREAS, The Mission of New Ventures Lab is to accelerate Meridian's innovation
based economy by connecting ideas, people, and resources to create and grow new
companies; and,
WHEREAS, The City of Meridian owns a facility known as the "Old City Hall" in
downtown Meridian and New Ventures Lab Inc desires to utilize the City facility in
furtherance of its mission and goals; and;
WHEREAS, On the 26th day of May, 2015, the City Council of the City of Meridian
passed Resolution No. 15-0168 which approved the existing Lease Agreement dated June
2, 2015 for a three year term through May 31, 2018, and;
WHEREAS, the Parties desire make certain amendments to the terms of Lease
Agreement, and;
WHEREAS, the May 26" 2015 Building Lease is hereby terminated by mutual
agreement of the Parties, and the uew agreement is set forth herein,
NOW, THEREFORE, the Parties hereby agree as follows:
1. Demise. Landlord leases to Tenant, and Tenant leases from Landlord, the premises
described in Section 2 ("Premises") for the uses set forth hereunder.
2. Premises.
2.1 Location of the Premises. The Premises are located at 33 East Idaho Avenue
in the City of Meridian, County of Ada, State of Idaho and are more particularly described as
follows: Portions of Ada County Parcel No. 125672000315, including the approximately 8,000
square foot building and basement located at 33 East Idaho Avenue, known as the former
Meridian City Hall, along with the walkways and landscaping immediately surrounding the
building.
BUILDINo LEAS>✓, 33 EAST IDAHO AVENUE, MERIDIAN - I
2.2 Parking. The term "Premises" includes the parking lots on the westerly and
easterly side of the building. Tenant is encouraged to cooperate with other downtown parking
users to accommodate the parking needs of others to the extent that such accommodation does
not interfere with Tenant's parking needs. Tenant may post signs at the entrances to the parking
lots with reasonable use restrictions. The inclusion of the parking lots as part of the leased
Premises does not grant Tenant the authority to issue parking tickets or have vehicles towed,
impounded, or immobilized. Landlord does not intend to exercise its parking enforcement
authority on the Premises unless a City Code violation exists.
2.3 Exclusions from "Premises."
.2.3.1. The Premises exclude the public park known as the "Cox Monument"
located at the corner of Meridian Road and E. Idaho Avenue. The bench, picnic table,
picnic shelter and water feature are amenities available for use by Tenant and members of
the general public.
2.3.2 Landlord will be using the locked "vault" room inside the building for
Landlord's exclusive use for storage of building maintenance items.
3. Term. Beginning on June 1, 2017, the Premises shall be leased to Tenant on successive
three (3) month terms, subject to either Parry's unilateral right to terminate upon thirty (30) day
notice.
4. Rent.
4.1 Based on the mutual consideration set forth in the Preamble to this Agreement,
Tenant shall not be charged monetary rent,
4.2 As additional consideration for continued waiver of monetary rent, Tenant shall
be required to make a presentation on a quarterly basis to the Meridian City Council regarding
activities on the Premises and their benefit to the Meridian community.
4.2.1 The first quarterly presentation shall be at the City Council Workshop
Meeting at Spm on September 12, 2017. This presentation shall report on activities
during June, July and August of 2017.
4.2.2 Landlord shall schedule successive quarterly presentations on behalf of
Tenant at the City Council Workshop meeting (currently the second Tuesday) in
December, March, June, and September of every calendar year until such time that this
Lease has Terminated.
5. Use.
5.1 Permitted Use. The Premises shall be used for professional office space of the
New Ventures Lab, Inc and ancillary uses consistent with its mission and for no other purpose
without the prior written consent of Landlord. Tenant shall in such use of the Premises, at
Tenant's expense, take all actions to comply with all laws, rules, regulations, requirements, and
BUILDING LEASE, 33 EAST IDAHo AVENUE, MERIDIAN - 2
ordinances existing or hereafter enacted or imposed by any governmental authority having
jurisdiction over the Premises, Landlord, or Tenant, applicable to Tenant and Tenant's use of
the Premises. Tenant must secure a Certificate of Zoning Compliance (CZC) and a Certificate
of Occupancy (CO) from the City of Meridian before occupying the premises. The use of the
roof of the building by the Meridian Development Corporation for the downtown Meridian
wireless network is also a Permitted use. The use of the roof for any other purpose shall
require the prior written consent of Landlord.
5.2 Restrictions. In no event shall Tenant use the Premise for the following:
(a) Any public or private nuisance;
(b) Any obnoxious odor;
(c) Any noise or sound that is objectionable due to intermittence, beat, frequency,
shrillness, or loudness;
(d) Any noxious, toxic, caustic, or corrosive fuel or gas;
(e) Any dust, or dirt, in excessive quantities;
(f) Any heavy assembly, heavy manufacture, distillation, refining, smelting,
agriculture, or mining operations.
(g) Any tattoo parlors, massage parlors, bars, taverns, cocktail lounges(h) Any
use not allowed under City of Meridian zoning ordinances, as they may be
amended from time to time.
6. Taxes.
6.1 Personal Property Taxes. Tenant shall be liable for all taxes levied against
any leasehold interest of Tenant or personal property and trade fixtures owned or placed by
Tenant in the Premises. Tenant, at its sole expense, may contest the amount of personal
property taxes.
6.2 Real Property Taxes. At the time of execution of this Lease, the Premises are
exempt from real property taxes. In the event that the Ada County Assessor determines that
the premises should be subject to real property taxes, Tenant shall be solely liable for all taxes
levied against the real property. Tenant, at its sole expense, may contest the levy and/or
amount of real property taxes.
7. Utilities. During the Term, Tenant shall make arrangements for the provision of and pay
for all utility services consumed by Tenant upon the Premises and for any utility connection or
hookup fees, including, without limitation, water, sewer, garbage collection, gas, electricity,
cable, internet, and telephone services. As used in this paragraph, the term "water" refers to the
service to the Premises provided by the City of Meridian at a single point metered connection
BUILDING LEASE, 33 EAST IDAHo AVENUE, MERIDIAN - 3
and includes water that serves the irrigation system surrounding the building and other portions
of the entire legal parcel. Water used for irrigation of landscaping from this point of connection
shall be considered "consumed" by Tenant. Tenant acknowledges that the point of connection
includes water that irrigates not only the landscaping immediately surrounding the Premises, but
also includes water for irrigation of the Cox Memorial which is not included in the Premises as
defined in this Agreement. Tenant's payment for the portion of the water that irrigates
landscaping not necessarily included in the Premises is considered part of Tenant's consideration
for the benefits received under this Agreement. Landlord agrees to work with Tenant on efforts
to maximize the efficiency of the existing irrigation system. To the extent that any utility
services supplied to the Premises are billed directly to Landlord, Tenant shall reimburse
Landlord, within thirty (30) days after Landlord's delivery to Tenant of an invoice therefor, for
that portion of such utility services which is attributable directly to Tenant's use of the particular
utility service. Landlord may, in its sole discretion and expense, contract for fire alarm
monitoring and associated communication lines.
S. Tenant's Interior Cosmetic Improvement Work. After receiving Landlord's prior
written approval Tenant may make approved cosmetic modifications to the interior of the
Premises including but not limited to painting and minor wall repair, wall coverings, decorating,
and the like.
9. Tenant Improvement Work.
9.1 Tenant Improvements. If Tenant desires to improve, alter or renovate the
Premises to adapt the same for the conduct of its business operations, written permission must
first be received from Landlord. Because the Premises is considered a "Public Work" under
Idaho Law, any approved Tenant Improvements under this Agreement must be performed by
Landlord or Landlord's public works contractors using Landlords internal processes and
procedures. Any improvements, alterations and renovations to the Premises by Tenant pursuant
to this Subsection shall remain on the Premises upon the expiration or earlier termination of this
tease. The cost of any improvements performed under this subsection shall be borne by Tenant
according to terms agreed upon in writing prior to commencement of any work.
10. Trade Fixtures; Personal Property. Tenant, at its sole cost and expense, has the right,
but not the obligation, to install, use, replace, and remove its trade fixtures and personal property,
such as, without limitation, telephone, and other communications equipment, machinery and
office furniture. Upon the expiration of the Term or the earlier termination of this Lease, Tenant
has the right to remove such trade fixtures and personal property from the Premises, provided
that Tenant shall be responsible to pay Landlord for all costs associated with the repair of any
and all damage to the Premises resulting from such removal.
11. Repairs and Maintenance.
11.1 Landlord's Obligations. The following shall be the responsibility of Landlord:
11.1.1 Repairs and maintenance of the roof and gutters, exterior walls (including
painting), bearing walls, structural members, floor slabs, and foundation.
BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 4
11.1.2 Repair of sidewalks, driveways, curbs, parking areas, and areas used in
common by Tenant and Landlord.
11.1.3 Repair and maintenance of exterior water, sewage, gas, and electrical
services.
11.1.4 Repair and maintenance of the heating and air conditioning system o.
11.1.5 Maintenance of all exterior landscaping on the Premises.
11.1.6 Maintenance of adjacent sidewalks, with the exception of snow removal
which shall be Tenant's responsibility.
11.2 Tenant's Obligations. The following shall be the responsibility of Tenant
11.2.1 Reimburse Landlord for the repair of interior walls, ceilings, doors,
windows, and related hardware, light fixtures, switches, and wiring and plumbing in the
Premises.
11.2.2 Reimburse Landlord for any repairs necessitated by the negligence of
Tenant, its agents, employees, and invitees, including repairs that would otherwise be the
responsibility of Landlord under this Section.
11.2.3 Reimburse Landlord for any repairs or alterations required under
Tenant's obligation to comply with any applicable laws and regulations.
11.2.4 Snow Removal from the Premises (Including adjacent Sidewalks and
Parking Lots).
11.2.5 Routine cleaning and custodial services.
11.3 Landlord's Interference with Tenant. In performing any repairs,
replacements, alterations, or other work performed on or around the Premises, Landlord shall not
cause unreasonable interference with the use of the Premises by Tenant. Tenant has no right to
any claim against Landlord for any inconvenience or disturbance resulting from Landlord's
activities performed in conformance with the requirement of this Section.
11.4 Reimbursement for Repairs and Maintenance Assumed. If either party fails
or refuses to make repairs and/or perform maintenance as required by this Section, the other
party may make repairs and charge the actual costs of repairs to the first party. Such
expenditures by either party shall be reimbursed by the other on demand together with interest
thereon at the rate of 9% per annum from the date of expenditure. Except in an emergency
creating an immediate risk of personal injury or property damage, neither party may perform
repairs or maintenance that is the obligation of the other party and charge the other party for the
resulting expense unless at least 10 days before work is commenced, and the defaulting party is
given notice in writing outlining with reasonable particularity the repairs required, and such party
fails within that time to initiate such repairs in good faith.
BUILDING LEASE, 33 EAST TDAHo AVENUE, MERIDIAN - 5
12. Insurance.
12.1 Landlord's Insurance. Landlord shall procure and maintain during the Term,
Fire, Windstorm, and Extended Coverage Insurance (with additional perils to be covered at
Landlord's option) on the Building, the Premises and the Common Area in amounts not less than
one hundred percent (100%) of the replacement cost above the foundations
12.2 Tenant's Personal Property. Tenant shall have responsibility for obtaining, if
desired, insurance on Tenant's personal property, whether owned, rented, leased, or borrowed.
Tenant expressly waives any claim against Landlord for any Ioss or damage to Tenant's personal
property unless such loss or damage results from Landlord or Landlord's agents or employees
negligence.
12.3 Tenant's Commercial General Liability Insurance. At all times during the
Term, Tenant, at its sole cost, shall maintain in full force and effect a commercial general
liability insurance policy for the Premises, covering personal injury, death, and property damage.
Such insurance shall be for an amount no less than $500,000 per occurrence/$1,000,000 per
aggregate. Such insurance policy shall name both Landlord and Tenant as insureds, as their
interests may appear. Tenant shall require all sub -tenants to maintain liability coverage which
will insure Tenant and City against liability for injury to or death of persons or loss or damage to
property occurring as a result of the sub -tenant's use of the Premises. City shall be named as an
additional insured under the sub -tenant's policy.
Tenant's liability insurance will also include the broadest available form of contractual
liability coverage that will provide coverage to the maximum extent possible of Tenant's
indemnification obligations under this Lease.
12.4 Worker's Compensation and Employer Liability Coverage. Tenant will
procure and maintain worker's compensation insurance as required by law.
12.5 Evidence of Insurance. Tenant shall, within 30 days of first occupancy and at
any time upon request, provide Landlord with adequate evidence of the continued existence of
applicable insurance coverage which shall contain an agreement by the insurer that such
insurance coverage shall not be modified or canceled without delivery of at least thirty (30) days'
written notice to Landlord.
12.6 Tenant Invalidation. Tenant shall not do or permit anything to be done which
invalidates any such insurance policies required by this Lease.
13. Damage or Destruction; Repair and Restoration. In the event that the Premises shall
be damaged or destroyed by fire, or other casualty, Tenant promptly shall deliver to Landlord
notice thereof. If the damage or destruction resulted from risk required to be insured pursuant to
the terms of this Lease, and unless terminated, this Lease shall remain in full force and effect,
and Landlord, shall promptly repair the damage or destruction and restore the Premises to
substantially that condition existing immediately prior to such damage or destruction. If Tenant
remains in occupancy of the Premises, Landlord shall exercise such repair and restoration efforts
in a manner so as not to interfere unreasonably with the use and occupancy of the Premises by
BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 6
Tenant for the conduct of its business operations. Until the completion of Landlord's repair and
restoration pursuant to this Section, Tenant's obligations hereunder shall abate as of the date of
the damage or destruction.
14. Rights of Termination. Landlord and Tenant shall each have a right to terminate this
Agreement upon thirty (30) days written notice.
15. Tenant's Default; Landlord's Remedies.
15.1 Tenant Default. Any of the following events shall constitute a default of this
Lease by Tenant (a "Tenant Default"):
15.1.1 Failure of Tenant to report on activities every three months pursuant to
Section 4 of this Agreement; and
15.1.2 Vacating or abandonment of all or a substantial part of the Premises.
15.1.3 Failure of Tenant to comply with any provision of this Lease, with such
failure continuing for 5 days after delivery of a written notice by Landlord to Tenant
specifying the nature of non-compliance by Tenant. However, if the nature of Tenant's
default is such that it cannot be reasonably cured within the time provided, Tenant shall not
be in default if Tenant commences to cure the default within the time provided and
thereafter diligently proceeds to cure such default.
15.1.4 The making of an assignment or general arrangement for the benefit of
creditors by Tenant or any guarantor of Tenant's obligations under the Lease.
15.1.5 The filing of a petition under the Federal Bankruptcy Act or any similar
law or statute of the United States or any state thereof by Tenant or any guarantor of
Tenant's obligations under this Lease. Or, the failure of the dismissal, within 30 days after
the filing of any involuntary petition of bankruptcy or insolvency against Tenant or
guarantor of Tenant's obligations.
15.1.6 The appointment of a receiver or trustee for all or substantially all the
assets of Tenant or any guarantor of Tenant's obligations under this Lease. Such
receivership shall not have been terminated or stayed within the time permitted by law.
15.1.7 The attachment, execution or other judicial seizure of substantially all of
Tenant's assets located in the Premises or of Tenant's interest in this Lease where such
seizure is not discharged with thirty (30) days.
15.2 Landlord's Remedies. In the event of a Tenant Default, Landlord shall have
the option to exercise one or more of the following rights and remedies:
To terminate this Lease, in which event Tenant shall immediately surrender the Premises
to Landlord. In Tenants shall fail to do so, Landlord may enter upon the Premises
without notice and again have, repossess and enjoy the same as if this Lease had not been
made, and all Terms, conditions, covenants and obligations of this Lease on the part of
BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 7
Landlord to be performed shall cease and terminate, without prejudice and to pursue all
other rights and remedies to which Landlord may be entitled hereunder, at law or in
equity.
16. Landlord's Default; Tenant's Remedies. In the event of any failure by Landlord to
perform any term, condition, covenant or obligation of this Lease on the part of Landlord to be
performed within thirty (30) days after the date on which Landlord receives from Tenant notice
specifically describing such failure, Tenant (in addition to all other remedies to which Tenant
may be entitled under this instrument or at law or in equity) may immediately terminate this
Lease.
17. Warranties and Representations.
17.1. Compliance with Laws.
17.1.1 Landlord's Improvement Work.
17.1.1.1 Landlord warrants and represents that Landlord's Improvement
Work shall be done in a good and workmanlike manner and comply with all laws,
ordinances and requirements, including without limitation the procuring of all
building and other permits, licenses, approvals and certificates of occupancy and
the observance of applicable building, zoning and other code requirements of
governmental authorities with competent jurisdiction, in effect at the time the
work was completed, or the certificate, license or approval was issued with
respect to Landlord's Improvement work.
17.1.1.2 If any improvements, alterations or renovations to the Premises
shall be required by any law, ordinance or requirement of any governmental
authority with competent jurisdiction, then Landlord, at its sole cost and expense,
shall perform such improvements, alterations or renovations in a timely manner,
provided that if, but only if, such improvements, alterations or renovations are
required because of Tenant's specific use of the Premises, Tenant shall reimburse
Landlord for the cost thereof.
17.2 Warranty of Title and Authority. Landlord warrants and represents that:
(a) Landlord is the fee simple owner of the Premises with full authority to execute, deliver and
perform this Lease; and (b) as of the date of this Lease there are no liens or encumbrances
against the Premises. Tenant, at its sole cost and option, may procure title insurance.
17.3 Hazardous and Toxic Conditions.
17.3.1 Landlord's Warranties. Landlord warrants and represents that the
Premises do not contain any material classified as toxic or hazardous under applicable
federal, state and local laws, ordinances and requirements of governmental authorities
with competent jurisdiction. If a toxic or hazardous condition not caused by Tenant is
discovered on the Premises, then (i) Landlord shall: (a) promptly give Tenant written
notice of such condition; and (b) immediately cause such toxic or hazardous condition to
BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 8
be cleaned up and brought into compliance with applicable laws, ordinances and
requirements of governmental authorities with competent jurisdiction and, (ii) Landlord
agrees to indemnify Tenant pursuant to the provisions of this Lease against any Losses as
defined herein incurred by Tenant arising out of any such newly discovered toxic or
hazardous condition and/or arising out of any condition disclosed by Landlord and/or
existing on the date of execution of this Lease by both parties.
17.3.2 Tenant's Duty. If a toxic or hazardous condition is discovered on the
Premises and is caused by Tenant, then (i) Tenant shall: (a) promptly give Landlord
written notice of such condition; and (b) immediately cause such toxic or hazardous
condition to be cleaned up and brought into compliance with applicable laws, ordinances
and requirements of governmental authorities with competent jurisdiction and, (ii) Tenant
agrees to indemnify Landlord pursuant to the provisions of this Lease hereof against any
Losses as defined herein incurred by Landlord arising out of any such Tenant -caused
toxic or hazardous condition.
17.3.3 Tenant's Warranties. Tenant covenants and agrees that it shall not
conduct hazardous activities or operations on or about the Premises or store or handle
liquids or materials hazardous to human health or to the environment on or about the
Premises except materials in transit, which are customarily transferred or handled in
Tenant's business. At all times during the Term, Tenant shall exonerate, protect, defend,
indemnify and hold Landlord harmless from and against any and all losses, damages,
claims, suits or actions, judgments and costs, including reasonable attorneys fees, arising
out of Tenant's breach of the covenant set forth in this Section in accordance with the
provisions of this Lease.
17.4 Prior Usage of Premises. Landlord has no knowledge that the past uses of the
Premises have included any storage, treatment, recycling or disposal of waste on the Premises,
except for storage of trash in containers in compliance with applicable federal, state and local
laws, ordinances and other requirements of governmental authorities with competent jurisdiction,
which containers have been removed from the Premises and from which there has been no
release of Hazardous Substances.
18. Broker's Commission. Landlord and Tenant each warrants and represents for the
benefit of the other that it has not dealt with any real estate broker, finder or agent in connection
with this Lease.
19. Landlord's Right of Entry. Landlord may enter upon the Premises as often as Landlord
may deem reasonably necessary for the purposes of performing maintenance and repairs,
inspecting the Premises, offering the Premises for lease or offering the Premises for sale.
Landlord's right of entry shall be exercised in a manner and at times such that there shall be no
unreasonable interference with the use and occupancy of the Premises by Tenant for the conduct
of its business operations. Landlord may place customary "For Sale" signs on the Premises and
may place "For Lease" signs on the Premises.
20. Mutual Indemnification. Each parry (the "Indemnitor") agrees to indemnify, to the
extent allowed by law, defend and hold the other party (the "Indemnitee") harmless from and
BUILDING LEASE, 33 EAST IDAHo AVENUE, MERIDIAN - 9
against any and all losses, damages, claims, suits, actions, judgments, liabilities and expenses,
including, without limitation, environmental damages and remediation expenses, reasonable
attorneys' fees (collectively, "Losses"), arising out of, or with respect to: (a) any breach of any
warranty or representation or any covenant or agreement of the Indemnitor under this Lease; or
(b) any injury to, or death of, persons and/or any damage to, or destruction of, property, on or
about the Premises and attributable to the negligence or misconduct of the Indemnitor, or its
officers, employees, agents, contractors or invitees, except for any such breach, any injury or
death or any damage or destruction arising out of, or with respect to, the negligence or
misconduct of the Indemnitee, or any of its officers, employees, agents, contractors or invitees,
or as otherwise specifically provided in this Lease; provided, however, that the indemnification
obligation created by this Section shall be expressly conditioned upon the Indemnitee
(i) delivering to the Indemnitor prompt notice of any event giving rise to such indemnification
obligation and (ii) providing the Indemnitor the opportunity to defend itself from and against any
Losses.
21. Transfers.
21.1 Assignment and Subletting. Except as provided in this Section, Tenant shall
not assign this Lease without the consent of Landlord, which consent shall not be unreasonably
withheld or delayed; provided, however, that Tenant shall have the right, without the consent of
Landlord, to sublet any portion of the Premises to Members and Residents of the New Ventures
Lab for the purposes set forth in this Lease. Absent the written agreement of Landlord, no
assignment of this Lease or subletting of all or any portion of the Premises shall relieve Tenant
of any of the Terms, conditions, covenants and obligations of this Lease on the part of Tenant to
be performed. Tenant's sublease agreement shall require sublessees to comply with the terms,
conditions, covenants, and obligations of this Lease.
21.2 Notice of Sale. If Landlord sells the Premises, Landlord shall inform Tenant by
notice under as according to the procedures required under this Lease.
22. Quiet Enjoyment. As long as Tenant is in compliance with all provisions of this Lease,
Tenant shall be entitled to the peaceful and Quiet possession of the Premises free from any
interference or disturbance by Landlord. This provision is subject to mortgages, ground leases,
encumbrances, or other interests to which this Lease is subordinate.
23. Surrender of Premises. Upon the expiration or earlier termination of the Term, Tenant
shall deliver up and surrender the Premises to Landlord in as good order and condition as upon
Tenant Possession Date, subject to: (a) Tenant's improvements, alterations and renovations to
the Premises, including without limitation Tenant's Improvement Work; (b) normal wear and
tear; (c) damage by fire, explosion or other casualty; (d) repairs and restoration for which Tenant
shall not be responsible hereunder; and (e) Tenant's removal of its trade fixtures.
BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 10
24. Notices. For the purposes of all notices and communications hereunder, all notices shall
be sent to:
LANDLORD:
City Clerk
33 East Broadway
Meridian ID 83642.
TENANT:
New Ventures Lab, Inc
33 E. Idaho Avenue
Meridian, ID 83642
All notices under this Lease shall be in writing and delivered in person or sent by U.S. Mail,
postage prepaid, or sent by recognized overnight courier i.e. federal express, to Landlord and to
Tenant at the addresses set forth in this Agreement (except that, after the Lease commences, any
such notice may be so mailed or delivered by hand to Tenant at the Premises), or to such other
addresses as may from time to time be designated by any such party in writing. Notices mailed
as aforesaid shall be deemed given at the earlier of three (3) days after the date of such mailing
or upon the date of receipt.
25. Recording. If Landlord or Tenant requests, the parties shall execute and acknowledge a
short form of lease for recording purposes, which short form of lease shall be recorded at the
expense of the party requesting the same, which party shall pay any documentary transfer tax or
other special tax or assessment associated with, or triggered by, such recording. If Tenant so
requests, Tenant shall escrow with Landlord's counsel an executed release and waiver with
respect to this Lease and any such memorandum, with instructions to file the same upon the
expiration or earlier termination of the Term.
26. Signs. Tenant shall have exclusive exterior and interior sign rights for the Premises
subject to the terms of this Lease and shall have the right to erect and display signs on the
Premises and on such other areas of the Premises as Tenant reasonably may request, subject only
to compliance with applicable laws, ordinances and requirements of governmental authorities
with competent jurisdiction, specifically, Tenant shall consult with the Meridian Planning
Department, make any necessary application, and comply with all requirements.
27. Dispute Resolution.
27.1 Good Faith. Except for a Tenant Default under this Lease, the parties shall
attempt in good faith to resolve any controversy arising out of or relating to this Lease promptly
by negotiations between authorized representatives of the parties begun by written notice from
one party to the other.
27.2 Mediation. Except for a Tenant Default, if the controversy has not been resolved
within thirty days of the date of written notice thereof under subsection 1, either party may, but
is not required to, initiate mediation of the controversy or claim in accordance with American
Arbitration Association Real Estate Industry Mediation Rules.
BUILDING TEASE, 33 EAST TDAHo AVENUE, MERIDIAN - 11
28. Attorney Fees. If suit or action is instituted in connection with any controversy arising
out of this lease, the prevailing party shall be entitled to recover in addition to costs such sum as
the court may adjudge reasonable as attorney fees at trial, on petition for review, and on appeal.
29. Miscellaneous.
29.1 Entire Agreement. This Lease: (i) contains the entire agreement between the
parties and no promise, representation, warranty, covenant, agreement, or understanding not
specifically set forth in this Lease shall be binding upon either party; (ii) may not be amended,
modified, or supplemented in any manner except in writing signed by the parties; (iii) shall be
construed and governed under the laws of the state where the Premises are located; (iv) shall not
be construed more stringently in favor of one party against the other regardless of which party
has prepared the same; (v) shall be binding upon, and inure to the benefit of, the parties and their
respective heirs, executors, administrators, personal and legal representatives, successors, and
permitted assigns; (vi) shall not be binding until this Lease shall be executed and delivered by the
parties, to each other; and (vii) may be executed in counter parts, each of which shall be deemed
an original, but which all together constitute the same instrument.
29.2 Authorization. of Parties. Any person executing this Lease on behalf of a
corporation, trust, or partnership represents and warrants that such person is authorized to
execute and deliver this Lease on behalf of the entity.
29.3 Non -waiver. The failure of either party to insist upon strict performance of any
provision of this Lease shall not be deemed a waiver of any rights or remedies at any other time.
29.4 Headings. Headings are for convenience only and are not a part of this Lease.
29.5 Invalidity of Terms. The invalidity or unenforceability of any term or provision
shall not affect the validity or enforceability of the remainder of this Lease.
29.6 Additional Requirements. The parties agree to obtain, execute, deliver, and file
such additional documents, instruments, and consents as may be reasonably requested by either
party, at the sole cost and expense of the requesting party, in order to fully effectuate the terms
and conditions of this Lease.
23.7 City Contacts.
Building Maintenance Requests, Request for TI approval and other Physical Plant Issues:
Max Jensen, Capital Projects Manager, 208-489-0344. miensen@meridiancity.org
Lease Administration: Brenda Sherwood, Economic Development Administrator. 208-
489-0537. bsherwood@meridiancity.org
BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 12
IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed by
each of their respective authorized representatives effective as of the date referred to in the
Preamble hereof.
�
9PDRA
1d1 04.90
0
ATTEST
By:
CAay Co s, City Clerk
LANDLORD: City of Meridian
y.•
Mayor Tam Weerd
TENANT: New Ventures Lab, Inc
By"-��
Rick Ritter, Lab Director
EU(LDING LEASE, 33 EAST 1DAHo AVENUE, MERIDIAN - 13