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COLOCATION LEASE AGREEMENT BETWEEN LATAH COUNTY, IDAHO AND CITY OF MOSCOW, IDAHO THIS COLOCATION LEASE AGREEMENT (hereinafter "Agreement") is entered into between Latah County, Idaho, a government subdivision of the State ofldaho, 522 South Adams Street, Moscow, Idaho, 83843 (hereinafter "COUNTY"), and City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"). 1. TERM: The term of this Agreement is from its effective date until September 30, 2017. This Agreement shall automatically renew for additional one year terms from October 1 through September 30 on its anniversary, unless either Party gives written notice of non-renewal to the other at least thirty (30) days prior to expiration of the current term. 2. LEASED AREA: COUNTY leases to CITY one rack unit at the Latah County Courthouse, 522 South Adams Street, Moscow, Idaho, 83843, for installation of CITY's equipment in a location to be set at the sole discretion of COUNTY (hereafter "Leased Area"). 3. ACCESS BY CITY: COUNTY shall grant CITY reasonable access to the premises of the Leased Area to examine and determine the maintenance and state of repair. When occasional routine maintenance is reasonably required, COUNTY will make its best effort to notify CITY of any planned outages and COUNTY shall make its best efforts to minimize disruption of utilization of Leased Area. CITY shall not alter or place improvements in the Leased Area without express written permission of COUNTY. 4. PAYMENTS: COUNTY shall lease to CITY the Leased Area at the rate of thirty-five dollars and eighty-two cents ($35.82) per month per rack unit (1 U) which shall include any electricity utilized by such equipment. The lease rate for the Leased Area shall be increased annually by three percent of the lease rate of the immediately preceding year. Such lease rate adjustment shall be made and effective upon October 1st of each year throughout the term of this Agreement. Lease payments shall be due and payable by the 101h day of each month of each year during the term of this Agreement. 5. FIRE OR OTHER CATASTROPHIC LOSS: If any portion of the Leased Area shall be damaged by fire, the elements, or other causes, COUNTY will cause the same to be repaired and restored. If such damage is the result of the negligence of CITY or its employees, COUNTY shall repair and restore the Leased Area at CITY' s expense. If any portion of the Leased Area is so damaged as to be unfit for use or occupancy, the rent of CITY shall be adjusted accordingly. If any portion of the Leased Area is destroyed to the extent of fifty percent (50%) or more of the replacement value of said Leased Area, COUNTY may, at its option, terminate this Agreement rather than restore the Leased Area. 6. REPAIR AND MAINTENANCE: COUNTY shall maintain a sufficient level of service and reliability of the Leased Area. COUNTY shall not be responsible to CITY for any costs or other damages of any nature, including losses associated with any interruptions of CITY's business, resulting from any County Network disruptions, or performance failures of any maintenance and/or service provider. 7. INDEMNIFICATION AND HOLD HARMLESS: The Parties are governmental entities subject to statutory and constitutional restrictions concerning the acceptance of liability. The Parties' liabilities are further governed by the Idaho Tort Claims Act. It is the intention of the Parties that COLOCA TION LEASE AGREEMENT LATAH COUNTY AND CITY OF Moscow PAGE I OF3 ---PAGE BREAK--- each will be responsible for its own acts and omissions and those of its employees, officers, agents, and contractors. 8. TIME OF ESSENCE AND DEF AULT: Time is of the essence of this Agreement. If CITY defaults in any of the terms of this Agreement for a period of ten (10) days after written notice of default has been sent by COUNTY, then COUNTY, at its option and in addition to all other legal and equitable remedies, may declare this Agreement forfeited and terminated and may repossess the Leased Area. Upon such forfeiture and termination, all rights of CITY under this Agreement shall immediately terminate; provided, however, that nothing herein shall be considered a limitation of damages. 9. ASSIGNMENT OR SUBLETTING EXPRESSLY PROHIBITED: CITY shall not assign this Agreement nor sublet the whole or any part thereof without the written consent of COUNTY. 10. USE OF LEASED AREA: CITY shall use the Leased Area exclusively for whatever purposes are legal and shall at all times comply with all laws, regulations and ordinances. 1 1. TERMINATION: This Agreement may be terminated without cause by either Party upon thirty (30) days' prior written notice to the other Party pursuant to Section 12 of this Agreement. 12. SERVICE OF NOTICES: Any notice may be served upon CITY by certified mail to City Clerk, City of Moscow, Idaho, P 0 Box 9203, Moscow, Idaho, 83843, and any notice may be served upon COUNTY by certified mail to COUNTY at Laurel Caldwell, IT Director, Latah County, P 0 Box 8068, Moscow, Idaho, 83843. Service of a notice by certified mail shall be deemed complete upon the date of the postmark by certified mail. Either Party may change the address for services of notice by written notice to the other Party. 13. CHOICE OF LAW: This Agreement shall be governed by and interpreted in accordance with the laws of the State of Idaho, with venue for any action brought pursuant to this Agreement to be in the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah 1 4. SEVERABILITY: In the event that any provision of this Agreement is found for any reason to be unenforceable, the remainder of this Agreement shall remain in full force and effect and shall be binding upon the Parties. 15. Survival: All covenants, conditions, indemnifications, and other elements in this Agreement, that might involve performance subsequent to any termination or expiration of this Agreement or that cannot be reasonably ascertained or fully performed until after termination or expiration of this Agreement, shall survive. 16. MODIFICATIONS: This Agreement may be modified or amended with the prior written consent of both Parties. 17. PERFORMANCE/W AIYER: The failure of a Party hereto to insist upon strict performance or observance of the terms of this Agreement shall not be a waiver of any breach of any terms or conditions of this Agreement by the other Party. 18. FORCE MAJEURE: Subject to the terms and limitations in Section 5 above, neither Party shall be liable for any failure to perform as required by this Agreement to the extent that such failure to perform is caused by any reason beyond the Party's control, or by reason of any of the following: labor disturbances or disputes, accidents, failure of any required governmental approval, civil disorders, acts of aggression, acts of God, failure of utilities, mechanical shutdowns, material shortages, disease, or similar occurrences. COLOCA TION LEASE AGREEMENT LATAH COUNTY AND CITY OF Moscow PAGE20F3 ---PAGE BREAK--- 19. THIRD PARTY BENEFICIARIES: Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party. Nothing contained herein shall extend the liability of either Party beyond that provided by governing law. 20. ATTORNEY FEES: In the event a controversy, claim, or action arises between the Parties to this Agreement regarding the enforcement of its terms and conditions, or the breach of any of its provisions, the prevailing Party shall be entitled to recover from the other Party all costs and expenses incurred by the prevailing Party, including reasonable attorney fees, regardless of whether such controversy, claim, or action is prosecuted to judgment or appealed. 21. PUBLIC RECORDS: The Parties herein understand and acknowledge that this Agreement and its attachments are subject to the Idaho Public Records Act, LC. 74-101, et seq., the Idaho Open Meetings Act, LC. 74-201 , et seq., and other applicable federal and state laws, and might be public record. 22. MERGER AND INTEGRATION: This writing embodies the whole Agreement of the Parties. There are no promises, terms, conditions, or obligations other than those contained in this Agreement. All previous and contemporaneous communications, representations, or Agreements, either verbal or written, between the Parties are superseded by this Agreement. 23. CONTRACTING AUTHORITY: Each of the Parties hereto warrants to the other that the person or persons executing this Agreement on behalf of such Party has the full right, power, and authority to enter into and execute this Agreement on such Party's behalf, and that no consent from any other person or entity is necessary as a condition precedent to the legal effect of this Agreement. COUNTY CITY Latah County Richard Walser, Gbairman Co MfV\ i o-ner h 1as C. Lamar, Gommissionef ' C""a.ifi'V'o...-. David McGraw, Commissioner ATTEST: COLOCA TION LEASE AGREEMENT LATAH COUNTY AND CITY OF Moscow PAGE3 OF3