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11-799 Approving Lease for 33 E Idaho with Entrepreneur Think-TankCITY OF MERIDIAN RESOLUTION NO. 11-~_ BY THE CITY COUNCIL: BIRD, HOAGLUN, ROUNTREE, ZAREMBA A RESOLUTION APPROVING A LEASE AGREEMENT BETWEEN THE CITY OF MERIDIAN LESSOR AND ENTREPRENEUR THINK-TANK CO-OPERATIVE, LLC (LESSEE) FOR THE ( ) AHO • AND PREMISES LOCATED AT 33 EAST IDAHO AVENUE, MERIDIAN ID , AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AND ATTEST SAID AGREEMENT ON BEHALF OF THE CITY OF MERIDIAN; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF MERIDIAN, IDAHO WHEREAS, the City of Meridian has approximately 8,000 square feet of office space located at 33 East Idaho Avenue (the "premises") that is not currently used for City business; and, WHEREAS, the City of Meridian has no immediate plans to use the premises for City business. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF MERIDIAN, IDAHO AS FOLLOWS: SECTION 1. The premises described in the lease agreement between the Entrepreneur Think- Tank Co-Operative, LLC 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 Entrepreneur Think-Tank Co-Operative, LLC 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 b the Ci Council of the City of Meridian, Idaho, this ~ day of August, 201 1. y ~ he Ma or of the Ci of Meridian Idaho, this ~ da of August, 2011. APPROVED by t y ty ~ Y APPROVED: ~~~~ ~ ~~ ~, ,~ ,~ _ _~ .~ ~.~ 4 . ~~ ~: Mayor Ta my e Weerd ~~ ~ ` F ~ ~~ ~~~ ATTEST: , ~ ~ ~ .~, ~ ~ ~ ~. ~ ~ ~, ~ ~ ~,_ ~~. %r ,~. ~r7 ~ ~ , °~, ~ ~ ',~. B ,} «~~- ` ~ (SEAL) Y r Ja ee C ~~le~~ ~~ '~ ~~ ~~ ~, ~ ~, ~,~ ~ ~ ~ f, ~~-,{, ra' 41` ~ r ~ L ~ ~ ~'~ ~~ ~ ~~ ~ ~,~ ~ a RESOLUTION FOR 33 EAST IDAHO LEASE AGREEMENT BUILDING LEASE 33 EAST IDAHO AVENUE, MERIDIAN THIS LEASE "Lease") is made this 16th day of August 2011, between The City of ( Meridian ("Landlord"), and Entrepreneur Think-Tank Co-Operative, LLC ("Tenant"). 1. Demise. Landlord leases to Tenant, and Tenant leases from Landlord, the premises described in Section 2 ("Premises") for the use described in Section 5. 2. Premises. The Premises are located in the City of Meridian, County of Ada, State of Idaho and are more particularly described as follows: The approximately 8,000 square foot buildin located at 33 East Idaho Avenue, known as the former Meridian City Hall, along with g .. . ermits for up to sixteen (16) parking spaces to be utilized in the add acent parking lots or at other p . downtown City parking facilities pursuant to the rules and regulations promulgated by the City Hall parking authority. 3. Term. 3.1 Interim Term. The interim term of this Lease is from the date of full execution of this Lease until the commencement date of the Primary Term. 3.2 Primary Term. The primary term of this Lease is for the three year period beginning September 1, 2011 through August 31, 2014 ("Primary Term") unless this Lease is earlier terminated as provided below. 3.3 Extension Term(s). Any Extension Terms will be offered at the sole discretion of the Landlord upon terms that are mutually agreeable to the parties. Any extension term will require a written addendum to this Lease. 3.4 Term of this Lease. The Interim Term, Primary Term and all Extension Term(s) are referred to collectively as the "Term." 4. Rent. During the Interim Term, Tenant shall pay no rent ("Interim Rent"), and during the Primary Term and Extension Term(s), if any, Tenant shall pay an annual rent ("Annual Rent") to Landlord, at the address specified herein or as otherwise directed by Landlord, according to the Schedule set forth below (collectively "Rent"). Rent for partial months at the inception or the termination of the Lease shall be prorated. The first monthly installment of Annual Rent shall be payable in advance on or before the Annual Rent Commencement Date, and subsequent monthly installments shall be due and payable on or before the first business day of each calendar month thereafter. 4.1 Interim Term. No rent will be charged for the Interim Term. 4.2 Primary Term. Annual Rent shall be paid in Monthly installments of $1,667.00 commencing at the beginning of the Primary Term (Annual Rent Commencement Date). BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN -1 4.3 Late Payment Charge. If Tenant fails to pay any Rent when due, such unpaid amounts shall bear interest at the rate of .75 percent per month from the due date until paid. In addition Tenant shall pay to Landlord a late payment charge in the amount of $75.00 per occurrence to help defray the additional costs to Landlord for processing such late payments. This provision for interest and late charges shall be in addition to Landlord's other rights and remedies hereunder or at law or in equity and shall not be construed as liquidated damages or as limiting Landlord's remedies in any manner. 5. Use. 5.1 Permitted Use. The Premises shall be used for professional office space of the Entrepreneur Think-Tank Co-Operative and ancillary uses consistent with the proposal submitted by Tenant to Landlord on April 14, 2011 and for no other purpose without the prior written consent of Landlord. Tenant shall in such use of the Premises, at Tenant's expense, take all actions to comply with all laws, rules, regulations, requirements, and ordinances existing or hereafter enacted or imposed by any governmental authority having jurisdiction over the Premises, Landlord, or Tenant, applicable to Tenant and Tenant's use of the Premises. Tenant must secure a Certificate of Zoning Compliance (CZC) and a Certificate of Occupancy (CO) from the City of Meridian before occupying the premises. 5.2 Restrictions. In no event shall Tenant use the Premise for the following: (a) Any public or private nuisance; (b) Any obnoxious odor; (c) Any noise or sound that is objectionable due to intermittence, beat, frequency, shrillness, or loudness; (d) Any noxious, toxic, caustic, or corrosive fuel or gas; (e) Any dust, or dirt, in excessive quantities; (f j Any warehouse, assembly, manufacture, distillation, refining, smelting, agriculture, or mining operations. (g) Any tattoo parlors, massage parlors, bars, taverns, cocktail lounges (h) Any purveyor of food or beverages intended for immediate consumption, with the exception ofpre-packaged artisan foodstuffs. (j) Any use not allowed under City of Meridian zoning ordinances, as they may be amended from time to time. BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 2 6. Taxes. 6.1 Personal Property Taxes. Tenant shall be liable for all taxes levied against an . Y 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 pay for all utility services consumed by Tenant upon the Premises and for any utility connection or hook-up fees, including, without limitation, water, sewer, garbage collection, irrigation, gas, electricity, cable, Internet, and telephone services. To the extent that any utility services supplied to the Premises are billed directly to Landlord, Tenant shall reimburse Landlord, within thirty (3 0} days after Landlord's delivery to Tenant of an invoice therefor, for that portion of such utility services which is attributable directly to Tenant's use of the particular utility service. Landlord may, in its sole discretion and expense, contract for fire alarm monitoring and associated communication lines. 8. Tenant's Interior Cosmetic Improvement Work, Tenant may, at its sole discretion and expense, make cosmetic modifications to the interior of the Premises of the nature not requiring building permits, including but not limited to painting and minor wall repair, wall coverings, decorating, and the like. 9. Possession of Premises. 9.1 Delivery of Possession. Landlord shall deliver possession of the Premises to Tenant on or before the commencement of the Primary Term. 9.2 Punchlist Inspection. At Tenant's option prior to the commencement of the Primary Term, representatives of Landlord and Tenant may make a j Dint inspection of the Premises, and the results of such inspection shall be reduced to a written memorandum, which memorandum shall be approved and executed on behalf of each party and then shall constitute a part of this Lease and be conclusive with respect to the condition of the Premises on such date, except with respect to latent defects of which Tenant delivers notice to Landlord from time to time. Landlord, at its sole cost and expense and in a manner so as not to interfere unreasonably with the use and occupancy of the Premises by Tenant for the conduct of its business operations, shall remedy those matters or defects set forth in such memorandum or notice. In the event that Tenant does not request a Punchlist Inspection prior to the commencement of the Primary Term, this provision shall be considered waived and shall signify that Tenant is satisfied with the condition of the Premises. 9.3 Tenant's Right of Entry. After execution of this lease and after providing proof of insurance required under the terms of this Lease, Tenant, at its sole cost and expense, shall have the right during the Interim Term, prior to Tenant Possession Date, to enter upon the BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 3 Premises to show the premises to prospective sublessees and erform Tenant Im rovements and p p the installation of trade fixtures and personal property as allowed under the terms of this Lease. 10. Tenant Improvement Work, Subject to obtaining Landlord's written consent for structural improvements, Tenant, at its sole cost and expense, prior to and durin the Term ma g Y seek permission from Landlord to improve, alter and renovate the Premises in an manner which . Y Tenant deems necessary or desirable to adapt the same for the conduct of its business o erations. « ~ p (the Tenant s Improvement Work"). Unless otherwise agreed in writin b the arties an g Y p ~ Y improvements, alterations and renovations to the Premises by Tenant pursuant to this Section shall remain on the Premises upon the expiration or earlier termination of this tease. Tenant shall discharge any mechanics' liens for materials or labor claimed to have been furnished to the Premises on Tenant's behalf. All Tenant's Improvement Work shall be in compliance with all public works licensing and contracting requirements. 11. Trade Fixtures; Personal Property. Tenant, at its sole cost and expense, has the right, but not the obligation, to install, use, replace, and remove its trade fixtures and personal property, such as, without limitation, telephone, and other communications equipment, machinery and office furniture. Upon the expiration of the Term or the earlier termination of this Lease, Tenant has the right to remove such trade fixtures and personal property from the Premises, provided that Tenant shall repair all damage to the Premises resulting from such removal 12. Repairs and Maintenance. 12.1 Landlord's Obligations. The following shall be the responsibility of Landlord: 12.1.1 Repairs and maintenance of the roof and gutters, exterior walls (including painting), bearing walls, structural members, floor slabs, and foundation. 12.1.2 Repair of sidewalks, driveways, curbs, parking areas, and areas used in common by Tenant and Landlord. 12.1.3 Repair and maintenance of exterior water, sewage, gas, and electrical services. 12.1.4 Repair of the heating and air conditioning system other than ordinary maintenance. 12.1.5 Maintenance of all exterior landscaping on the Premises. 12.1.6 Any maintenance of sidewalks, with the exception of snow removal which shall be tenants responsibility. 12.2 Tenant's Obligations. The following shall be the responsibility of Tenant 12.2.1 Repair of interior walls, ceilings, doors, windows, and related hardware, light fixtures, switches, and wiring and plumbing in the Premises. BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 4 12.2.2 Any repairs necessitated by the negligence of Tenant, its agents, employees, and invitees, including repairs that would otherwise be the responsibility of Landlord under this Section. 12.2.3 tJrdinary maintenance of the heating and air conditioning system and any repairs necessary because of improper maintenance. 12.2.4 Any repairs or alterations required under Tenant's obligation to comply with any applicable laws and regulations. 12.2.5 Snow Removal from sidewalks on the premises. 12.2.6 All other repairs to the Premises which Landlord is not required to make under this Section. 12.3 Landlord's Interference with Tenant. In performing any repairs, replacements, alterations, or other work performed on or around the Premises, Landlord shall not cause unreasonable interference with the use of the Premises by Tenant. Tenant has no right to an abatement of Rent nor any claim against Landlord for any inconvenience or disturbance resulting from Landlord's activities performed in conformance with the requirement of this Section. 12.4 Reimbursement for Repairs and Maintenance Assumed. If either party fails or refuses to make repairs and/or perform maintenance as required by this Section, the other party may make repairs and charge the actual costs of repairs to the first party. Such expenditures by either party shall be reimbursed by the other on demand together with interest thereon at the rate of 9% per annum from the date of expenditure. Except in an emergency creating an immediate risk of personal injury or property damage, neither party may perform repairs or maintenance that is the obligation of the other party and charge the other party for the resulting expense unless at least 10 days before work is commenced, and the defaulting party is given notice in writing outlining with reasonable particularity the repairs required, and such party fails within that time to initiate such repairs in good faith. 13. Insurance. 13.1 Landlord's Insurance. Landlord shall procure and maintain during the Term, Fire, Windstorm, and Extended Coverage Insurance (with additional perils to be covered at Landlord's option) on the Building, the Premises and the Common Area in amounts not less than one hundred percent (100%) of the replacement cost above the foundations 13.2 Tenant's Personal Property. Tenant shall have responsibility for obtaining, if desired, insurance on Tenant's personal property, whether owned, rented, leased, or borrowed. Tenant expressly waives any claim against Landlord for any loss or damage to Tenant's personal property unless such loss or damage results from Landlord or Landlord's agents or employees negligence. 13.3 Tenant's Commercial General Liability Insurance. At all times during the Term, Tenant, at its sole cost, shall maintain in full force and effect a commercial general BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 5 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's liability insurance will also include the broadest available form of contractual liability coverage that will provide coverage to the maximum extent possible of Tenant's indemnification obligations under this Lease. 13.4 Worker's Compensation and Employer Liability Coverage. Tenant will procure and maintain worker's compensation insurance as required by law. Such policies will contain waivers of subrogation in favor of Landlord. 13.5 Evidence of Insurance. Tenant shall, prior to occupancy and at anytime upon request, provide Landlord with adequate evidence of the continued existence of applicable insurance coverage which shall contain an agreement by the insurer that such insurance coverage shall not be modified or canceled without delivery of at least thirty (30) days' written notice to Landlord. 13.6 Tenant Invalidation. Tenant shall not do or permit anything to be done which invalidates any such insurance policies required by this Lease. 14. Mutual Subrogation Waiver. Anything in this Lease to the contrary notwithstanding, Landlord and Tenant each waives any and all rights of recovery, claim, action, or cause of action against the other for any loss or damage that may occur to the Premises or any improvements thereto, or any personal property of Landlord or Tenant, arising from any cause that (a) would be insured against under the terms of any property insurance required to be carried hereunder; or (b) is insured against under the terms of any property insurance actually carried, regardless of whether it is required hereunder. The foregoing waiver shall apply regardless of the cause or origin of the claim, including, but not limited to, the negligence of a party or that party's agents, officers, employees, or contractors. The foregoing waiver shall not apply if it would have the effect, but only to the extent of such effect, of invalidating any insurance coverage of Landlord or Tenant. The foregoing waiver shall not be applicable to the portion of any loss or damage that is not reimbursable by the damaged party's insurer because of the deductible in the damaged party's insurance coverage. 15. Damage or Destruction. 15.1 Repair and Restoration. In the event that the Premises shall be damaged or destroyed by fire, or other casualty, Tenant promptly shall deliver to Landlord notice thereof. If the damage or destruction resulted from risk required to be insured pursuant to the terms of this Lease, and unless terminated, this Lease shall remain in full force and effect, and Landlord, shall promptly repair the damage or destruction and restore the Premises to substantially that condition existing immediately prior to such damage or destruction. If Tenant remains in occupancy of the Premises, Landlord shall exercise such repair and restoration efforts in a manner so as not to interfere unreasonably with the use and occupancy of the Premises by Tenant for the conduct of its business operations. Until the completion of Landlord's repair and restoration pursuant to this BUILDING LEASE, 33 EAST IDAHO AvENUE, MERIDIAN - 6 ection Tenant's obli ation to a Rent and other amounts payable by Tenant hereunder shall S g pY abate as of the date of the dama e or destruction in proportion to the extent that the value of the g . Premises for the use and occupancy thereof by Tenant for the conduct of its business operations shall be reduced. 15.2 Ri hts of Termination. Landlord's and Tenant's respective rights to terminate g this Lease u on the occurrence of certain damage or destruction shall be governed as follows. p 15.2.1 If the Premises shall be damaged or destroyed to the extent of more than fift ercent (SO%) of the full replacement cost thereof, then either Landlord or Tenant Yp ma elect to terminate this Lease by delivery of notice to the other within thirty (30) days Y after the date of such damage or destruction; or 15.2.2 If any portion of the Premises shall be rendered untenable, in Tenant's reasonable judgment, for the use and occupancy thereof by Tenant for the conduct of its business operations as a result of any damage or destruction, or if Tenant reasonably shall anticipate that the repair and restoration of any such damage or destruction shall not be completed within ninety (90) days after the date of the damage or destruction and Landlord shall not have provided Tenant with temporary substitute premises acceptable to Tenant, in Tenant's reasonable judgment, then Tenant may elect to terminate this Lease by delivery of notice to Landlord within thirty (30) days after the date of such damage or destruction; and 15.2.3 Upon delivery of any notice, this Lease shall terminate as of the date of the damage or destruction unless otherwise provided in such notice, and Tenant shall have no further liabilities or obligations hereunder other than to pay Rent accrued hereunder as of the date of such termination. 16. Eminent Domain. 16.1 Repair and Restoration. In the event that any portion of the Premises shall be taken or threatened to be taken under the power of eminent domain or settlement in lieu thereof for an ublic or quasi-public use, Landlord shall promptly deliver to Tenant notice thereof. Yp Unless terminated pursuant to Subsection 2, this Lease shall remain in full force and effect, and Landlord, at its sole cost and expense, shall repair the damage and restore the Premises so as to constitute the remaining portion thereof a complete architectural unit. If Tenant remains in occupancy of the Premises, Landlord shall exercise such repair and restoration efforts in a manner so as not to interfere unreasonably with the use and occupancy of the Premises by Tenant for the conduct of its business operations. Until the completion of Landlord's repair and restoration pursuant to this Section, Tenant's obligation to pay Rent and other amounts payable by Tenant hereunder shall abate as of the date on which possession of the Premises or portion thereof shall be required by the public or quasi-public body in proportion to the extent that the value of the Premises for the use and occupancy thereof by Tenant for the conduct of its business operations shall be reduced. 16.2 Rights of Termination. If the use and occupancy of any portion of the Premises is materially reduced as a result of any of the events for which notice is required to be given to BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 7 T nant under Subsection 1, either arty may elect to terminate this Lease by delivery of notice e p to Landlord. In such event, this Lease shall terminate effective as of the later to occur of (a) the date of actual vacation of the Premises by Tenant, or (b) a date not more than 60 days in advance of the date on which ossession of the Premises are required by the public or quasi-public body; p ... and thereu on Tenant shall have no further liabilities or obligations hereunder other than to pay p Rent accrued hereunder as of such date of termination. 17. Tenant's Default; Landlord's Remedies. 17.1 Tenant Default. Any of the following events shall constitute a default of this Lease by Tenant (a "Tenant Default"): 17.1.1 Failure of Tenant to pay any Rent or other amount payable by Tenant hereunder when due and such Tenant Default continues for five (5) days after delivery of a written notice by Landlord to tenant; and 17.1.2 Vacating or abandonment of all or a substantial part of the Premises. 17.1.3 Failure of Tenant to comply with any provision of this Lease other than ayment of rent, with such failure continuing for 5 days after delivery of a written notice p b Landlord to Tenant specifying the nature of non-compliance by Tenant. However, if Y the nature of Tenant's default is such that it can not be reasonably cured within the time rovided, Tenant shall not be in default if Tenant commences to cure the default within p the time provided and thereafter diligently proceeds to cure such default. 17.1.4 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. 17.1.5 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 bar.~kruptcy or insolvency against Tenant or guarantor of Tenant's obligations. 17.1.6 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. 17.1.7 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. 17.2 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: 17.2.1 To terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord. In Tenants shall fail to do so, Landlord may enter BUILDING LEASE, 3 3 EAST IDAHO AVENUE, MERIDIAN - 8 u on the Premises without notice and again have, repossess and enjoy the same as if this p . Lease had not been made, and all Terms, conditions, covenants and obligations of this Lease on the part of Landlord to be performed shall cease and terminate, without re'udice, however, to the right of Landlord to recover from Tenant all Rent accrued pJ hereunder as of the date of such entry by Landlord; and 17.2.2 To relet the Premises for the remainder of the then existing Primary Term or Extension Term for the highest rent reasonably obtainable and to recover from Tenant an deficiency, as it accrues, between the amount so obtained and Rent payable y b Tenant hereunder; provided, however, that Landlord shall be obligated in such event Y to exercise in ood faith diligent efforts to mitigate its damages by reletting the Premises g for the highest rent reasonably obtainable under the circumstances; 17.2.3 Declare the entire amount of Rent past due as well as that which would have become due and payable during the remainder of the term of this Lease to be due and ayable immediately. In this event Tenant shall pay to Landlord the same p immediately. Acceptance by Landlord of the payment of such Rent shall not constitute a waiver of any then existing default occurring thereafter. 17.2.4 To pursue all other rights and remedies to which Landlord may be entitled hereunder, at law or in equity. 18. Landlord's Default; Tenant's Remedies. In the event of any failure by Landlord to erform an Term, condition, covenant or obligation of this Lease on the part of Landlord to be p Y . erformed within thirty (30) days after the date on which Landlord receives from Tenant notice p .. .. s ecificall describing such failure, Tenant (in addition to all other remedies to which Tenant p Y ma be entitled under this instrument or at law or in equity) may cure such default by Landlord Y . on behalf of, and at the sole cost and expense of, Landlord. Landlord shall reimburse Tenant for its costs and expenses in connection therewith within thirty (30) days after Tenant's delivery to Landlord of an invoice therefor. The foregoing notwithstanding, if Landlord shall exercise in ood faith dili ent efforts within such thirty (30) day period to cure the failure specified in the g g notice but shall not be able to do so because of acts of God, riots, or labor strikes or other circumstances be and reasonable control of Landlord, then any such failure shall not be Y . considered a default of this Lease by Landlord so long as Landlord shall continue to exercise in ood faith such dill ent efforts to cure such failure and shall do so within a reasonable period of g g time. 19. Warranties and Representations. 19.1 Compliance with Laws. 19.1.1 Landlord's Improvement Work. 19.1.1.1 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 BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - 9 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. 19.1.1.2 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. 19.1.2 Tenant's Improvement Work. Tenant represents and warrants that Tenant's Improvement Work, its maintenance and repairs and its use and occupancy of the Premises for the conduct of its business operations shall comply with all applicable laws, ordinances and requirements of governmental authorities with competent jurisdiction. 19.2 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. 19.3 Hazardous and Toxic Conditions. 19.3.1 Landlord's Warranties. Landlord warrants and represents that the Premises do not contain any material classified as toxic or hazardous under applicable federal, state and local laws, ordinances and requirements of governmental authorities with competent jurisdiction. If a toxic or hazardous condition not caused by Tenant is discovered on the Premises, then (i) Landlord shall: (a) promptly give Tenant written notice of such condition; and (b) immediately cause such toxic or hazardous condition to be cleaned up and brought into compliance .with applicable laws, ordinances and requirements of governmental authorities with competent jurisdiction and, (ii) Landlord agrees to indemnify Tenant pursuant to the provisions of this Lease against any Losses as defined herein incurred by Tenant arising out of any such newly discovered toxic or hazardous condition and/or arising out of any condition disclosed by Landlord and/or existing on the date of execution of this Lease by both parties. 19.3.2 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. BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN -10 19.3.3 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. 19.4 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. 19.5 Broker's Commission. Landlord and Tenant each warrants and represents for the benefit of the other that it has not dealt with any real estate broker, finder or agent in connection with this Lease. 20. Landlord's Right of Entry. Landlord may enter upon the Premises as often as Landlord may deem reasonably necessary for the purposes of performing maintenance and repairs, inspecting the Premises, offering the Premises for lease (but only during the period which commences one hundred twenty (120) days prior to the expiration of the then existing Primary Term or Extension Term) or offering the Premises for sale. Landlord's right of entry shall be exercised in a manner and at times such that there shall be no unreasonable interference with the use and occupancy of the Premises by Tenant for the conduct of its business operations. Landlord may place customary "For Sale" signs on the Premises and may place "For Lease" signs on the Premises, in each case, during the above-described one hundred (120) day period. 21. Mutual Indemnification. Each party (the "Indemnitor") agrees to indemnify, defend and hold the other party (the "Indemnitee") harmless from and against any and all losses, damages, claims, suits, actions, judgments, liabilities and expenses, including, without limitation, environmental damages and remediation expenses, reasonable attorneys' fees (collectively, "Losses"), arising out of, or with respect to: (a) any breach of any warranty or representation or any covenant or agreement of the Indemnitor under this Lease; or (b) any injury to, or death of, persons and/or any damage to, or destruction of, property, on or about the Premises and attributable to the negligence or misconduct of the Indemnitor, or its officers, employees, agents, contractors or invitees, except for any such breach, any injury or death or any damage or destruction arising out of, or with respect to, the negligence or misconduct of the Indemnitee, or any of its officers, employees, agents, contractors or invitees, or as otherwise specifically provided in this Lease; provided, however, that the indemnification obligation created by this Section shall be expressly conditioned upon the Indemnitee (i) delivering to the Indemnitor prompt notice of any event giving rise to such indemnification obligation and (ii) providing the Indemnitor the opportunity to defend itself from and against any Losses. BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN -11 22. Transfers. 22.1 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 of the Entrepreneur Think-Tank Cooperative 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. 22.2 Notice of Sale. If Landlord sells the Premises, Landlord shall inform Tenant by notice under as according to the procedures required under this Lease. 23. Holding Over. If Tenant shall continue to occupy the Premises after the expiration of the Term or the earlier termination of this Lease, then Tenant shall be deemed to be occupying the Premises as a tenant from month-to-month, subject to the Terms and conditions of this Lease, except that the Rent during any holdover period shall be one hundred ten percent (110%) of the Rent charged during the last month of the Primary Term or, if applicable, the last exercised Extension Term of the Lease, provided, however, that either party shall have the right to terminate such month-to-month tenancy upon delivery of thirty (30) days' notice to the other. 24. 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. 25. 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. 26. Notices; Computation of Time. For the purposes of all notices, communications, payments of Rent and other amounts payable by Tenant to Landlord hereunder all notices to Tenant shall be sent to: LANDLORD Payments shall be remitted to the City of Meridian, Finance Department, 33 East Broadway, Meridian ID 83b42, with a copy of any notice to the City Clerk at the same address. TENANT: BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN - I2 Julie Larson, 3000 Sugarcane Dr, Nampa, ID 83687 With a copy to: Building Manager, 33 E. Idaho Street, Meridian ID, 83642 Any notices and other communications to be delivered by either party to the other pursuant to this Lease shall be in writing and shall be deemed delivered as follows, except as otherwise specifically provided in this Lease: (a) when hand delivered or telecopied (provided that telecopied notices must be confirmed within any applicable time period plus two (2) days by one of the following methods of notice); (b) one (1 } business day after mailing by Federal Express or other overnight courier service; or (c) three (3) business days after deposit (or, in the case of any notices sent by Tenant to Landlord for the purpose of exercising rights of first refusal and rights and options to extend the Primary Term or any Extension Term, or to purchase any portion of the Premises or Landlord's right, title and interest therein, upon deposit) in the United States mail by registered or certified mail, postage prepaid, return receipt requested, addressed to the party to be charged with notice at the above-recited address or the above-recited telecopier number or such other address or telecopier number as either party from time to time may designate by notice delivered to the other; provided, however, that no notice of change of address or telecopier number shall be deemed given until received by the party to be notified, Except as otherwise specifically provided herein, in the computation of any period of time which shall be required or permitted hereunder or under any law for any notice or other communication or for the performance of any Term, condition, covenant or obligation, the day from which such period runs shall be excluded and the last day of such period shall be included unless it is a Saturday, Sunday or legal holiday, in which case the period shall be deemed to run until the end of the next day which is not a Saturday, Sunday or legal holiday, 27. 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. 28. 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. Dispute Resolution. 28.1 Good Faith. Except for a Tenant Default under this Lease, the parties shall attempt in good faith to resolve any controversy arising out of or relating to this Lease promptly BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN -13 by negotiations between authorized representatives of the parties begun by written notice from one party to the other. 28.2 Mediation. Except for a Tenant Default, if the controversy has not been resolved within thirty days of the date of written notice thereof under subsection 1, either party may, but is not required to, initiate mediation of the controversy or claim in accordance with American Arbitration Association Real Estate Industry Mediation Rules.. 29. Attorney Fees. If suit or action is instituted in connection with any controversy arising out of this lease, the prevailing party shall be entitled to recover in addition to costs such sum as the court may adjudge reasonable as attorney fees at trial, on petition for review, and on appeal. 30. Miscellaneous. 30.1 Entire Agreement. This Lease: (i) contains the entire agreement between the parties and no promise, representation, warranty, covenant, agreement, or understanding not specifically set forth in this Lease .shall be binding upon either party; (ii) may not be amended, modified, or supplemented in any manner except in writing signed by the parties; (iii) shall be construed and governed under the laws of the state where the Premises are located; (iv) shall not 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) maybe executed in counter parts, each of which shall be deemed an original, but which all together constitute the same instrument. 30.2 Authorization of Parties. Any person executing this Lease on behalf of a corporation, trust, or partnership represents and warrants that such person is authorized to execute and deliver this Lease on behalf of the entity. 30.3 Non-waiver. The failure of either party to insist upon strict performance of any provision of this Lease shall not be deemed a waiver of any rights or remedies at any other time. 30.4 Headings. Headings are for convenience only and are not a part of this Lease. 30.5 Invalidity of Terms. The invalidity or unenforceability of any term or provision shall not affect the validity or enforceability of the remainder of this Lease. 30.6 Additional Requirements. The parties agree to obtain, execute, deliver, and file such additional documents, instruments, and consents as may be reasonably requested by either party, at the sole cost and expense of the requesting party, in order to fully effectuate the terms and conditions of this Lease. IN WITNESS WHEREOF, the parties have caused this Lease to be duly executed by each of their respective authorized representatives effective as of the date referred to in the Preamble hereof. BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN -14 LANDLORD: City of Meridian ATTEST B B• ~;~~ Y. . , ;~.~ r~~~ ~~~~~° r~~y~; Mayor Tamm d eerd ¢ t, a ~. ~r~~~ ~~~~~~~~ ~~~~~ ~,,~, ~ w~ ~. n y~ ~ ~ ~~• ~ ~~ ~~ ~~ ~© ~~iT~ , TENANT: Entrepreneur Think-Tank Co- operative LLC ~ Jaffe By:_ J, n BUILDING LEASE, 33 EAST IDAHO AVENUE, MERIDIAN -15