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VIRGIL PHILLIPS FARM PROPERTY LEASE This VIRGIL PHILLIPS FARM PROPERTY LEASE (hereinafter "Lease") is made as of the 2-ąday of ..5.e-p-knJou , 2010 by and between City of Moscow, Idaho, a municipal corporation of the State of Idaho, (hereinafter referred to as "Lessor"), and Latah County, Idaho (hereinafter referred to as "Lessee"); RECITALS WHEREAS, Lessor is the owner of the premises described below (commonly known as the Virgil Phillips Farm), of which some portion is subject to a testamentary bequest that the real property be used "for the benefit and use of the children of Moscow, Idaho for recreation purposes"; and WHEREAS, Lessor desires to lease the premises to Lessee "for the benefit and use of the children of Moscow, Idaho for recreation purposes" and compatible uses; and WHEREAS, Lessor wishes to insure that any development proposed by Lessee is m conformance with recognized park development standards and guidelines; and WHEREAS, Lessee, being fully aware of the said restrictions upon the use of the premises pursuant to the testamentary bequest, desires to lease said premises for the use allowed thereby; and WHEREAS, Lessor and Lessee represent that there exists no prohibition or encumbrance on the premises or of their authority which would prevent such a lease to Lessee for such stated purposes; and WHEREAS, the pm1ies desire to enter into a lease agreement beginning the 1st day of October, 2010 and ending the 30th day of September, 2012, defining their rights, duties and liabilities relating to the premises; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. SUBJECT AND PURPOSE Lessor leases, demises and lets, subject to the conditions and terms hereinafter set forth, land located in the County of Latah, State of Idaho commonly known as the Virgil Phillips Farm Property, and more particularly described as follows: Northwest quarter of Section 18, Township 40, North Range 5, west Boise Meridian (less highway). PHILLIPS FARM LEASE PAGE I OF 10 ---PAGE BREAK--- to Lessee for Lessee's use for the benefit and use of the children of Moscow, Idaho for recreation purposes, as further defined and as granted by this Lease. Lessee shall not use or allow the premises to be used for any other or for any unlawful purposes. It is specifically agreed that the relationship between the parties is solely that of lessor and lessee. 2. TERM Lessor leases the above-described premises from the date of the execution of this Lease Agreement to midnight, local time, September 30, 2012. 3. CITY OPERATION AND MAINTENANCE CONTRIBUTION Lessor hereby agrees to pay to Lessee a total amount of five thousand dollars ($5,000) during each year of this term to assist with expenses related to maintenance and operation of the demised property. Such amount shall be paid to Lessee within fifteen ( 15) days following the first (1st) day of October of each year of the term of this Lease Agreement. 4. ALTERATIONS, ADDITIONS AND IMPROVEMENTS For the purposes of this Agreement, capital alterations, additions and/or improvements shall be defined as those alterations, additions and improvements relating to, but not limited to, buildings, sheds, shops, wells, utility services, roads, houses, auditoriums, bunkhouses, parking lots, pathways, ponds, streams, stream beds, water features, play areas, restrooms, maintenance areas and other similar recreational features and development. A. Subject to the limitation that no substantial portion of the demised premises shall be altered, demolished or removed by Lessee without the prior written consent of Lessor, Lessee may at any time during the lease term, subject to the conditions set forth in this Lease and at its own expense, make alterations, additions or improvements in and to the demised premises. Any work covered under this section shall be performed in a workmanlike manner and shall not impair or lessen the value of the premises or create additional liability for Lessor. B. Conditions with respect to alterations, additions or improvements are as follows: ( 1) Before commencement of any work, all plans and specifications shall be filed with and approved by all governmental departments or authorities having jurisdiction and any public utility company having an interest therein, and all work shall be done in accordance with requirements of relevant regulations. Lessee shall, without cost to Lessor, and where required by law, require any and all contractors, including subcontractors, to furnish a performance bond written by a surety licensed to do business in the State of Idaho in an amount equal to the estimated cost of the work, guaranteeing the completion of work, free and clear of liens, encumbrances and security interests, according to the approved plans and specifications. PHILLIPS FARM LEASE PAGE20F 10 ---PAGE BREAK--- C. All capital alterations, additions and improvements on, of, or in the demised premises at the commencement of the term, and all alterations, additions and improvements which are designed to be permanent which may be erected or installed during the term, shall become part of the demised premises and the sole property of the Lessor at termination of the Lease. D. Lessee agrees that it shall, at the termination of this Lease, restore the demised premises to its condition as it existed at the commencement of this Lease, unless such other condition is or has been approved by Lessor. Lessee agrees that it shall, at the termination of this Lease, peaceably and quietly surrender and deliver the demised premises to Lessor free of sub tenancies and further surrender and deliver all buildings, additions and improvements constructed or placed thereon by Lessee in good condition and repair, reasonable wear and tear excepted. Capital improvements and alterations shall not be removed without Lessor's prior written consent and shall remain as part of the demised premises. 5. REPAIRS AND MAINTENANCE Lessee shall, at all times during the Lease and at its own cost and expense, repair, replace and maintain in a good, safe and substantial condition, all of the leased premises including the roads, driveways and buildings including, but not limited to, the interior, exterior and roof, and any improvements, additions and alterations thereto, and shall prevent waste, damage or injury to the demised premises and persons using or occupying the same. The condition of the premises shall be determined by mutual agreement by Lessor and Lessee following a joint tour of the property and documentation of condition at the commencement of the lease term. 6. SIGNAGE Any signage placed by Lessee on the demised premises shall be in compliance with City of Moscow Park and Recreation signage utilized within the City limits of the City of Moscow, Idaho and shall be preapproved by the City Parks and Recreation Director. 7. CROPS A. If Lessee determines to plant any crop, Lessee agrees and covenants that it will crop and cultivate any portion of the demised premises in a good, skillful and workmanlike manner, and will not commit or permit any stripping, removal or waste of the premises. B. Lessee further agrees and covenants to furnish and pay all expenses of conducting the cropping and cultivation of the demised premises in such manner and shall indemnify and hold harmless Lessor therefrom. C. Lessee further agrees to control the growth of noxious weeds, including all expenses pertaining to such control. D. Lessee agrees and covenants to take all actions necessary to be eligible for the production flexibility contract for the demised premises. Lessee shall notify Lessor upon notification of Lessee by the contracting agency that the production flexibility contract is in PHILLIPS FARM LEASE PAGE 3 OF 10 ---PAGE BREAK--- jeopardy. Such notice shall be tendered to the Lessor within seven days of receipt of such notice by Lessee. Proceeds from any production flexibility contract shall be paid to Lessee. 8. LESSEE TO FOLLOW LESSOR'S FOREST MANAGEMENT PLAN Notwithstanding any other provision of this Lease Agreement, Lessee agrees to act consistently with all relevant components of the Forest Management Plan, attached hereto as Exhibit and adopted as if fully copied and transcribed herein. 9. DOGS All dogs present on the demised premises shall be on a leash and shall not be allowed to run or to remain at large within the demised premises at any time. Voice control or voice command shall not be considered a leash for purposes of this Section. 10. TAXES AND PERMITS Lessor shall pay all taxes, assessments or other governmental charges, including permit fees, that shall or may during the Lease term legally be imposed on, or arise in connection with the use of, the demised premises or any part thereof, if any. 11. UTILITIES All applications and connections for necessary utility services on the demised premises shall be made in the name of Lessee only, and Lessee shall be solely liable for utility charges as they become due including access, which shall include, without limitation, the cost of providing utilities to said premises. 12. INSURANCE A. Lessee shall maintain such liability and property damage insurance, including general, personal, bodily injury, products, fire, automobile and property liability insurance, as will protect Lessor from claims for damages because of bodily injury, including death, or damages because of injuries to or as, destruction or loss of use of property, which may arise from operations under this Lease whether such operations be by Lessee or their agents or anyone directly or indirectly employed or controlled by them. B. Lessee will carry during the Term, at its own cost and expense, the following insurance: Comprehensive general liability insurance in the minimum amount of $500,000.90, as required by the Idaho Tort Claims Act. C. Insurance provided under this Lease shall be in an amount sufficient to prevent Lessor and Lessee from becoming co-insurers under the provision of applicable policies of insurance, but in any event, in an amount not less than one hundred percent ( 100%) of the full insurable value of the demised premises for property loss. All insurance required shall be maintained in PHILLIPS FARM LEASE PAGE 4 OF 10 ---PAGE BREAK--- full force and effect and shall be maintained at Lessee's expense until this Lease, or any part thereof, terminates. D. Lessor shall be named as an additional insured on Lessee's policy(ies) for activities contemplated by this Lease. All insurance policies shall require thirty (30) days written notice to Lessor by registered mail of any cancellation or change affecting any insurance interest or coverage. E. Certificates of such insurance with additional insured endorsement shall be provided to the Lessor contemporaneously with the execution and delivery of this Lease. In addition, Lessee agrees to notify Lessor in writing as soon as practicable in the event of a notice of an injury or a claim is received which involves either party to this Lease. F. Nothing contained herein shall limit the liability of the Lessor or Lessee for their own willful or grossly negligent acts. 13. UNLAWFUL OR DANGEROUS ACTIVITY Lessee shall neither use nor occupy the demised premises or any part thereof for any unlawful or disreputable purpose nor operate or conduct its activities in a manner constituting a nuisance of any kind. Lessee shall immediately, upon discovery of any unlawful or disreputable use, take action to halt such activity. By executing this Lease, Lessor does not admit or accept any liability or responsibility for any pre-existing or latent conditions or problems of any kind or nature associated with the demised premises. Lessee specifically accepts the condition of the premises as is, with no warranties or representations of any kind. Lessee further specifically agrees that its use of the premises shall be at Lessee's own risk and that Lessor accepts no responsibility therefor. During the term of this Lease, Lessee represents that it has not and that it shall not create or permit any condition on the premises which presents an unreasonable risk of damage or injury to human health or to the environment or which would constitute a violation of any statute, regulation or order relating to the protection of health or the environment. Lessor shall have the right, but not the duty, to enter upon the premises from time to time as set forth below to inspect the premises. Lessor may enter the premises without prior notice. Lessor shall conduct any such inspections so as to minimize interference with Lessee's activities. The provisions of this paragraph shall survive the termination of this Lease. 14. INDEMNITY A. Lessee shall indemnify Lessor against all expenses, liabilities and claims of every kind, including reasonable attorney's fees, by or on behalf of any person or entity arising out of either a failure by Lessee to perform any of the terms or conditions of this Lease, any injury or damage happening on or about the demised premises, excepting any injury or damage resulting, in whole or in part from Lessor's intentional or negligent act or omission, failure to PHILLIPS FARM LEASE PAGE 5 OF 10 ---PAGE BREAK--- comply with any law of any governmental authority, or ( 4) any mechanic's lien or security interest filed against the demised premises or equipment, materials or alterations of buildings or improvements thereon, excluding those created by Lessor. B. Lessor shall indemnify, defend, and hold harmless Lessee and its officers, agents and employees, from and against any and all costs, claims, losses, actions, or judgments for damages or injury to persons or property arising out of or in connection with the act and/or any performances or activities of Lessor, Lessor's officers, agents, employees, or representatives under this Agreement. 15. DEFAULT OR BREACH Each of the following events shall constitute a default or breach of this Lease: A. If Lessee shall fail to perform or comply with any of the conditions of this Lease and if the nonperformance shall continue for a period of thirty (30) days after notice thereof by Lessor to Lessee or, if the performance cannot be reasonably had within the thirty (30) day period, Lessee shall not in good faith have commenced performance within the thirty (30) day period and shall not diligently proceed to completion of performance. B. If Lessee shall vacate or abandon the demised premises, as evidenced by Lessee's cessation of substantial activities for a period of sixty ( 60) days. C. If this Lease or the leasehold estate of the Lessee hereunder shall be transferred to or shall pass to or devolve on any other entity, person or party. date. D. If Lessee fails to take possession of the demised premises on the term commencement E. If Lessee fails to provide insurance as provided in Section 12 of this Lease or there is a lapse of insurance coverage required herein of any nature or for any period of time, no matter how short whether it is due to Lessee's action or inaction or the action of another. F. If Lessee's activities are not of a benefit and use of the children of Moscow, Idaho because of Lessee's failure to act pursuant to the terms of this Lease. The Parties agree that, if Lessee's activities are of a benefit and use of children in addition to those of Moscow, Idaho, provision of additional activities alone shall not constitute a breach of this Lease. 16. EFFECT OF DEFAULT OR BREACH In the event of any default or breach hereunder, as set forth in Section I 5, the rights of Lessor shall be as follows: A. Lessor shall have the right to cancel and terminate this Lease, as well as all of the right, title and interest of Lessee hereunder. Lessor shall act in good faith when determining whether to terminate this Lease. Thereafter, this Lease and the right, title and interest of Lessee PHILLIPS FARM LEASE PAGE 6 OF ]Q ---PAGE BREAK--- hereunder, shall terminate in the same manner and with the same force and effect, as if the date fixed in the notice of cancellation and termination were the end of the term herein originally determined. Lessee's liability for acts or omissions during the term of this Lease shall not be affected by any default under this paragraph 16.A. B. Upon default, Lessor may re-enter the premises immediately following thirty (30) days prior written notice to Lessee and remove the property and personnel of Lessee, and store the property in a public warehouse or at a place selected by Lessor, at the expense of Lessee. If such property is not collected by Lessee from Lessor within sixty (60) days following its removal by Lessor from the premises, Lessor and Lessee agree that Lessor may dispose of it. C. Upon default, Lessor shall return the remaining portion of Lessee's five thousand dollars ($5,000) contribution pro-rated to the date of first default. 17. DESTRUCTION OF PREMISES In the event of a partial destruction of the premises during the term from any cause within Lessee's control, Lessee shall, at the option of the Lessor, forthwith repair the same at Lessee's expense. Should Lessee fail to make such repairs upon such direction of Lessor, Lessor retains the right to declare a breach pursuant to Section 15, and shall be entitled to terminate this Lease. 18. CONDEMNATION If the whole of the demised premises shall be taken or condemned by any competent authority for any public or quasi-public use or purpose, this Lease shall cease and terminate as of the date on which title shall vest thereby in that authority. 19. EASEMENTS OR ENCUMBRANCES The parties shall be bound by all existing and future easements and encumbrances now of record relating to the demised premises. Lessee shall have no authority to enter into or to execute any easements or encumbrances, affecting the demised premises. Lessor shall provide to Lessee all existing easements and encumbrances prior to the effective date of this Lease. 20. QUIET ENJOYMENT Lessor warrants that Lessee shall be granted peaceable and quiet enjoyment of the demised premises free from any eviction or interference by Lessor as longs as Lessee fully performs the terms and conditions of this Lease. 21. WAIVERS The failure of Lessor to insist on a strict performance of any of the terms and conditions hereof shall not be deemed a waiver of the rights or remedies that Lessor may have regarding that specific instance and shall not be deemed a waiver of any other or subsequent breach or default in any terms and conditions of this Lease. PHILLIPS FARM LEASE PAGE 7 Of' 10 ---PAGE BREAK--- 22. NOTICE All notices to be given with respect to this Lease shall be in writing. Each notice shall be sent by registered or certified mail, postage prepaid and return receipt requested, or shall be hand delivered to the party to be notified at the address set forth herein or at such other address as either party may from time to time designate in writing. Every notice and other writing or document which shall or may be given shall be deemed to have been given at the time it is deposited in the United States mail in the manner prescribed herein. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process. Addresses: Lessor: Director, Parks & Recreation Dept. City of Moscow 206 East Third Street P 0 Box 9203 Moscow, Idaho 83843 23. TERMINATION Lessee: Latah County, Idaho Board of County Commissioners 5th and Van Buren P 0 Box 8068 Moscow, Idaho 83843 This Lease may be terminated without cause by either party upon sixty (60) day's prior written notice to the other party at any time following the initial term or any extension thereof. Following such termination, Lessee shall peaceably and quietly surrender and deliver the demised premises to Lessor free of sub-tenancies and further surrender and deliver all buildings, additions and improvements constructed or placed thereon by Lessee in good condition and repair, reasonable wear and tear excepted 24. AMENDMENTS TO BE IN WRITING This Lease contains the entire agreement between the parties regarding the demised premises and cannot be changed or terminated except by a written instrument subsequently executed by the parties hereto. This Lease and the terms and conditions hereof apply to and are binding on the legal representatives, successors and assigns of both parties. 25. APPLICABLE LAW AND VENUE/ATTORNEY'S FEES/COSTS This Lease shall be governed by and construed in accordance with the laws of the State of Idaho, and venue shall be in the District Court of Latah County. In any suit or action brought to enforce any of the covenants of this Lease, the prevailing party shall be entitled to an award of its reasonable attorney's fees and costs from the non-prevailing party. 26. TIME IS OF THE ESSENCE Time is of the essence in all provisions of this Lease. PHILLIPS FARM LEASE PAGE 8 OF 10 ---PAGE BREAK--- 27. MUTUAL PREPARATION It is specifically agreed between the parties that each party has assisted in the preparation and negotiation of this Lease, and in the event of litigation concerning the provisions hereof, neither party shall assert, as a defense to compliance herewith, that the other party solely authored such Lease. 28. HEADINGS IRRELEVANT In the interpretation of this Lease, the headings are provided for convenience only, and are not deemed to be a part of the terms of this Lease. 29. NO PARTNERSHIP OF LESSOR AND LESSEE It is not the intention of the Lessor or Lessee to enter into a partnership relationship in any form or for any purpose. This Lease shall not be construed as giving rise to any such partnership or any relationship other than that of Lessor and Lessee. Lessee agrees and covenants that it shall not represent, convey or conduct itself or its activities in such a way, expressly, impliedly or implicitly, to third parties that its relationship with Lessor is other than of landlord and tenant. The required reporting by the Lessee and oversight of the demised premises by Lessor shall not be construed in any way other than to ensure that Lessee is using the land lawfully and responsibly. 30. PARTIES INTENT NOT TO ALTER BEQUEST Nothing in this Lease is intended to nor shall be interpreted to alter in any way Lessor's obligations, responsibilities, fiduciary duties and/or other duties arising out of the testamentary bequest of Virgil Phillips to City of Moscow, Idaho of the real property described herein, nor shall this Lease be interpreted to change, in any way, Lessor's intent to use the Virgil Phillips Farm Property for the benefit and use of the children of Moscow, Idaho for recreation purposes. IN WITNESS WHEREOF, the parties have executed this Lease at Moscow, Idaho, the day and year first above written. LESSEE: LATAH COUNTY, IDAHO By: nmfer ett, Chatr Attest: 't<:M'rAJ, 1 q-1'5 Deputy Latah Co ty Cl rk PHILLIPS !7 ARM LEASE PAGE 9 OF 10 ---PAGE BREAK--- LESSOR: CITY OF MOSCOW By: PHILLIPS FARM LEASE PAGE 10 OF 10 ---PAGE BREAK--- CERTIFICATE OF INSURANCE Issue Date: Friday, July 30, 2010 4:08:33 PM Agent for Public Entity: Shawn Sullivan American Insurance PO Box 9698 Moscow Insuring Pool Participant: Latah County PO Box 8068 Moscow ID ID 83843- 83843- This certificate is issued as evidence of the insurance coverage provided to the named Insuring Participant. It does not amend, extend or alter the coverage afforded by the policies below. It does not extend coverage beyond that permissble by Idaho Code Section 6-923 (Governmental Tort Liabilty Act) PROGRAM AFFORDING COVERAGE: Idaho Counties Risk Management Program, Underwriters This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated, notwithstanding any requirement, term or condition of any contract or other document with respect to which this certifcate may be issued or may pertain the insurance afforded by the policies described herein is subject to all the tenns, exclusions and conditions of such policies. Limits shown may been reduced by paid claims. Type of Insurance -Coverage Form INSURANCE Policy Number 30A01029100110 Effective Date October 1, 2010 A. Buildings, Structures and Personal Property Expiration Date October 1, 2011 B. Automobile and Mobile Equipment Physical Damage Deductible: $2,500 Amount Reported in Schedule of Values and with limits, conditions and exclusions _ Operational Disruption Expense For Claims For All Other II III BroughtPu@uant Covered Money and Securities (within premises) Money and Securities (outside premises) Damaged Property Expediting Expenses Buisness Income and Extra Expense Spoilage Damage Utility Interruption Newly Acquired Premises Ordinance or Law . Errors and Omissions to Title ,Ch.9, Liability Claims $500,000 Varies Per Item $2,500,000 Included $1,000,000 $2,500,000 $5,000,000 $5,000,000 $10,000,000 $100,000,000 Description of Operations/Locations/Vehicles/Restrictions/Special Items: Phillips Farms - Leased Land As Respects for the above described item. This certificate recognizes that there is coverage, both for property damage and liability arising out of the acts of the Insuring Pool Participant. If the below listed Certificate Holder is named as a party to a lawsuit solely because of its relationship with the Insuring Pool Participant and not as a result of its own conduct, ICRMP will accept a tender of its defense. The below listed Certificate Holder as Loss Payee as their interest may appear. Certificate Holder: City of Moscow PO Box 9203 Moscow ID 83843 any or the above described policies be cancelled before the expiration date thereof. the Program will endeavor to mail30 days written notice to the certificate holder named to the failure to mail such notice shall impose no obligation or liability of any kind upon the its agents or representatives. RepresentativS hevy fl (it.fl"m.o- ICRMP 10/11