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AGREEMENT BETWEEN MOSCOW RURAL FIRE DISTRICT AND CITY OF MOSCOW, IDAHO, RELATED TO MOSCOW, IDAHO FIRE STATION NO.3 THIS AGREEMENT BETWEEN MOSCOW RURAL FIRE DISTRICT AND CITY OF MOSCOW, IDAHO, RELATED TO MOSCOW, IDAHO FIRE STATION NO. 3 (hereina!ler "AGREEMENT") dated this 22nd day of _January , 2003, by and between Moscow Rural Fire District, a fire protection district of the State of Idaho (hereina!ler "MRFD"), and City Of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"). WHEREAS, CITY is constructing Fire Station No. 3 at 170 Pintail Lane, Moscow, Idaho, 83843 (hereinafter Fire Station No. and WHEREAS, one of the purposes for the construction of Fire Station No. 3 is to provide better tire prevention and suppression services and shorter response times in the northern portion of the City of Moscow, Idaho and adjacent areas; and WHEREAS, MRFD provides fire prevention and suppression services for the public outside the City limits of the City; and WHEREAS, Fire Station No. 3 has been designed, in part, to allow MRFD to provide such tire prevention and suppression services to rural areas within Latah County; and WHEREAS, there is space available (approximately three equipment bays) in Fire Station No. 3 to allow MRFD to provide such services; and WHEREAS, both parties desire that MRFD contributes monetarily to the development and construction of Fire Station No.3; and WHEREAS, both parties desire that MRFD pre-pays its proportionate share of the expense of operations and maintenance of Fire Station No. 3 on an annual basis after it is constructed and during MRFD's year to year occupancy of Fire Station No.3; and WHEREAS, the parties believe, based upon consultation with professionals in the field, that Fire Station No. 3 has a probable useful life of forty ( 40) years; and WHEREAS, with proper notice it is possible that CITY and MRFD may elect to discontinue this Agreement prior to the expiration of the useful life of Fire Station No.3; and WHEREAS, this Agreement is intended to memorialize CITY and MRFD's desires related to the contribution to the construction and contribution to the use, operation and maintenance of Fire Station No. 3 throughout the term of this Agreement. NOW WHEREFORE, premises considered, the parties agree as follows: 1. MRFD shall do the following: a. Make a one ( l ) time non-refundable payment to CITY, in the total amount of Two Hundred Thousand Dollars ($200,000) on or before October l , 2003 as MRFD's total contribution toward the development and construction of Fire Station No. 3. MOSCOW RURAL F!RE DISTRICT AND CITY OF MOSCOW, IDAHO PAGE 10F6 2003-15 ---PAGE BREAK--- b. Make a payment to CITY of not Jess than Three Thousand Dollars ($3,000), or not greater than ten percent ( lO%) of the total budgeted operation and maintenance costs for Fire Station No.3 for each and every year it occupies or intends to occupy Fire Station No. 3. Such payment shall be made on or before October I of each year or portion of year that MRFD wishes to occupy Fire Station No. 3 and shall continue on an annual basis throughout the tenn of this Agreement. The first such payment shall be Three Thousand Dollars ($3.000) made on or before October I, 2003. 2. CITY shall do the fc)Jlowing: Upon receipt by CITY of payment of Two Hundred Thousand Dollars ($200,000), set forth in I. a. hereinabove and additionally, upon receipt by CITY of the payment set forth in l.b. hereinabove on or before October I" of each year of intended MRFD occupancy CITY shall allow MRFD to occupy approximately three equipment bays in Fire Station No. 3 for a one ( l ) year period (until midnight September 30'h) following such payment. 3. MRFD and CITY shall do the following: Changes in Operation and Maintenance Costs. The parties agree that operation and maintenance contributions by MRFD are subject to modification upon mutual agreement of the parties in anticipation of inflation during the useful life of Moscow Fire Station No. 3. Equipment. Each party shall supply any of its own, necessary, specialized equipment for purposes of fire prevention and suppression unless otherwise agreed to in a separate agreement between the parties. Indemnification. CITY agrees to indemnity, defend and hold harmless MRFD and its ot1icers, agents, and employees from and against any and all claims, losses, actions, or judgments l(lr damages or injury to persons or property arising out of or in connection with the act and/or any performance or activities of CITY, CITY's agents, employees, or representatives under this Agreement MRFD agrees to indemnify, defend and hold harmless CITY and its otlicers, agents, and employees from and against any and all claims, losses, actions, or judt,Tfllents for damages or injury to persons or property arising out of or in connection with the act and/or any performance or activities of MRFD, MRFD's agents, employees, or representatives under this Agreement. Insurance. MRFD agrees to obtain and keep in force during its acts under this Agreement a general liability insurance policy in the minimum amount of Five Hundred Thousand Dollars ($500,000) which shall name and protect MRFD, all MRFD's employees, and its officers, agents, and employees from and against any and all claims, losses, action, and judgments for damages or injury to persons or property arising out of or in connection with the MRFD's acts. MRFD shall provide proof of liability coverage as set forth above to CITY prior to commencing its performances as herein provided, and require insurer to notify CITY ten (10) days prior to cancellation of said policy. Additionally, MRFD shall name CITY as an additional insured on such policy. MOSCOW RURAL FIRE DISTRICT AND CITY OF MOSCOW, IDAHO PAGE 2 OF 6 ---PAGE BREAK--- Worker's Compensation. MRFD shall maintain in full force and effect worker's compensation for MRFD and any agents, employees, and staff that the MRFD may employ and provide proof to CITY of such coverage or that such worker's compensation insurance is not required under the circumstances. Termination. If, during the useful life of Moscow Fire Station No. 3, either MRFD wishes to relocate its operation from Fire Station No. 3, or CITY desires that MRFD relocate its operation from Fire Station No. 3, the party wishing relocation of MRFD shall give no less than thirty six (36) months prior written notice; such notice shall be given no later than the f1rst day of October of the year in which the notice is given of the desire for relocation of MRFD. Upon receipt of proper notice, MRFD shall vacate in Fire Station No. 3 within such thirty six (36) month period. At the expiration of the thirty six (36) month notice period, CITY shall pay to MRFD the applicable amount shown below in "Amortization Schedule", after which MRFD's occupancy of and interest in Fire Station No. 3 shall cease. Relocation at any time prior to January 1, 2043 shall be amortized equally over forty (40) years. CITY shall pay back to MRFD MRFD's original contribution toward the development and construction of Fire Station No. 3 set out in l. a. hereinabove. The basis of the Amortization Schedule is a depreciable life of forty (40) years and is determined by the remainder of MRFD's unused interest in occupancy of Fire Station No. 3 in accordance to the following Amortization Schedule: Amortization Schedule I YEARS I DATE A:V10RTIZATIO BALANCE I 200,000 ' I Oc!ober I , 2003 5,000 195,000 2 October I , 2004 5.000 190,000 3 October I, 2005 5,000 185,000 4 October I. 2006 5,000 180,000 ' 175,000 5 October I , 2007 5,000 6 October l, 2008 5,000 170,000 7 October I, 2009 5,tKJO 165,000 8 October ! , 20 l 0 5.000 160,000 9 October 1, 20 I I 5,000 155,000 ' 10 October I, 2012 5,000 150,000 I I October I , 20 13 5,000 145,000 12 Octobe-r I , 2014 5,000 140,000 13 October I , 20 15 5,000 135,1XJO October I , 20 16 5.000 130,000 October I , 2017 5.000 125.000 16 October I , 20 18 5,000 120,000 17 October l , 2019 5.000 115,000 18 October I, 2020 5,000 110.000 Octobt-"f 1, 2021 5,000 I 05,000 October I, 2022 5,000 I 00,000 ?II ' t= 19 95,000 J --:rl , October I, 2023 5.000 90.000 -I . I . ' t 22 October ! , 2024 5 - " _ MOSCOW RURAL FIRE DISTRICT AND CITY OF MOSCOW, IDAHO PAGE 3 OF6 ---PAGE BREAK--- 24 October I, 2026 I r 80,000 I 25 October l. 2027 5J)00 , 75.()00 I 26 October I, 2028 5,000 70,000 I : , 27 October I , 2029 5,000 65,000 28 October I, 2030 5,000 60,000 09 October I. 2031 5.000 55,000 -(3o October 1. 2032 5.000 50,000 31 October 1, 2033 5,000 45,000"_ 32 October I, 2034 5,000 40,000 33 October I, 2035 5,000 35,000 34 October I, 2036 5.000 30,000 35 Ocrobt..'r 1, 2037 5,000 25,000 36 October I, 2038 5,000 20,000 37 October I, 2039 I 5,000 15.000 38 October I, 2040 I I 0,000 39 October I, 2041 I 5,000 5,000 40 Octobt.'r I, 2042 I 5,000 0 Jurisdiction and Venue. This Agreement shall be governed and interpreted by the laws of the State of ldaho with venue in the Second Judicial District, County of Latah, State of Idaho. Attornev Fees. In the event of any litigation arising under, or as a result of, this Agreement, the prevailing party shall recover its costs and reasonable attorney fees. Severance. In the event any provision or section of this Agreement conflicts with applicable law, or is otherwise held to be unenforceable, the remaining provisions shall nevertheless be enforceable and shall be carried into effect. Modifications. This Agreement may be modified or amended only by a writing duly executed by both parties. Merger. This writing embodies the entire Agreement of the parties, and they expressly acknowledge that there are no promises, terms, conditions, or obligations other than those contained in this Agreement related to contribution toward and/or operation and maintenance of Fire Station No. 3, are superceded by this Agreement. All previous contemporaneous communications, representations, or agreements, either verbal or written between the parties on the subject of contribution toward and/or operation and maintenance of Fire Station No. 3, are superceded by this Agreement. MOSCOW RURAL FIRE DISTRICT AND CITY OF MOSCOW, IDAHO PAGE4 OF 6 ---PAGE BREAK--- All notices required hereunder shall be given in writing by mail to: Moscow Rural Fire District Commissioners dtUYJ By: Christie L. Thomas, Chair P O Box 8626 ( 7':JDiJlt B. DeMeerleer, Treasurer v/ City of Moscow, Idaho STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) ACKNOWLEDGMENTS On this 3· day of P"65RU. AIZ.'( , 2003, before me, a Notary Public in and for said State, appeared Christie L Thomas, known to me to be the person named above and acknowledged that she executed the foregoing document as the duly authorized representative for Moscow Rural Fire District with specific authority 1.'1 b\mĘl t(M!<;ipscow Rural Fire District to all provisions of this "ement. C DE F/ c' • ' ' , . · . . . . . . ' A 2 . . . . u • 'r the State of Ida\ ' o· -9 Re mg atęĚěo5er::-v0 My commission expires c:;j;z l.o TionC MoSCOW RURAL FIRE DISTRICT AND CITY OF MOSCOW, IDAHO PAGE 5 OF 6 ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) On this 3rJ day of f'G61vA?-y , 2003. before me, a Notary Public in and for said State, appeared James B. DeMeerleer, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for Moscow Rural Fire District with specific Moscow Rural Fire District to all provisions of this Agreement. ' ' - - - ) f - , ? - - - @ - v STATE OF !DAm)' 111/ iiI I' 'J ) ss. COUNTY OF LATAH ) On this day of 2003, before me, a Notary Public in and for said State, appeared William 0. Oleson, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for Moscow Rural Fire District with specific authority to bind the Moscow Rural Fire District to all provisions of this AĜeement. - / I. i/"·A , L Nfltary ubtrC for the State ot' Idaho rtesrding at f'vi f L t>--vV I f My commission expires 12 0r-zuu.;- Agreement\MRFQ-c;ty( 01-2003 )lpm MOSCOW RURAL FlRE DISTRICT AND CITY OF MOSCOW, IDAHO PAGE 60F6