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LEASE AGREEMENT LEASE AGREEMENT ts made this day of !998, between the CITY OF MOSCOW, a municipal corporation of the State of Idaho (hereinafter the "City"), and MOSCOW SCHOOL DISTRICT #281 (hereinafter the "District") ARTICLE I. PURPOSE This Lease Agreement is entered into pursuant to Moscow School District #281 Resolution No. 98-24, Item No. 3 which states, "The City of Moscow agrees that the School District may use the building for storage from February I, 1998 until August 3 I, 1999, free of charge." A further purpose of this Lease Agreement is to allow for limited occupancy and use of the building by certain District personnel during the term of the Lease Agreement ARTICLE II. PREMISES "Premises" as used throughout this Lease Agreement shall be the 1912 Moscow High School/Whitworth building and its grounds, all located on 3 rd Street in the City of Moscow, Idaho, across from Moscow High SchooL ARTICLE III. TERM This Lease Agreement shall commence on the date of execution and shall continue in full force and effect until 5:00 p.m. January 31, 2000, unless terminated earlier in conformance herewith. ARTICLE IV. LEASE PAYMENT District shall be responsible for payment of all utilities, maintenance, and expenses as set forth herein during the Lease Agreement term. ARTICLE V. CITY AGREEMENT In consideration of the conditions and promises made herein, City agrees to allow District, its employees, agents, and assigns, to use and occupy Premises and its appurtenances for the sole purpose of conducting District operations in accordance with best practices and according to law. LEASE AGREEMENT Page I ---PAGE BREAK--- ARTICLE VI. DISTRICT AGREEMENT District, its employees, agents, and assigns, agrees to occupy and use Premises only in conformance with best practices and according to law and, further, agrees to occupy Premises for the sole purpose of conducting District operations. District agrees to provide insurance as required in Lease Agreement Article IX at all times of the Lease Agreement term. District agrees to conduct District operations in such a manner as to maximize City's ability to renovate Premises and agrees to comply with City's requests to accommodate renovation, if any, during the term of this Lease Agreement ARTICLE VII. NO OWNERSHIP BY DISTRICT District, its employees, agents, and assigns, shall obtain no ownership interest in Premises or in its grounds by the execution of this Lease Agreement nor by its lease, use or occupation by District This Lease Agreement shall not be subject to any proceeding for the benefit of District's creditors, if any. ARTICLE VIII. BUILDING MAINTENANCE Each party to this Lease Agreement shall perform repair and/or maintenance on Premises in accordance with the following division of Responsibilities and each shall be responsible for all respective costs associated with its respective Responsibilities: A. City's Responsibilities. I. City shall be responsible for maintenance, repair and upkeep of Premises, except for the interior of the 1912 Moscow High Schoof/Whitworth building, and items specified in Lease Agreement VIILB., herein, unless such maintenance, repair, and/or upkeep is necessitated by the actions or inactions of District and/or its employees, agents, and assigns. 2. City shall be responsible for all general maintenance to the exterior of the !912 Moscow High School!Whitworth building and grounds of Premises, including, but not limited to painting, mowing, weeding, 1rngation, snow removal, and general grounds maintenance, except as specified in Lease Agreement Vlll.B., herein. LEASE AGREEMENT Page 2 ---PAGE BREAK--- 3. Should construction and/or renovation of Premises require that District personnel and property be relocated within Premises, City shall g1ve reasonable notice to District of the construction/renovation schedule and the need for District personnel and property to relocate. B. District's Responsibilities. I. District shall be responsible for water, sewer, utilities, and garbage services and costs for Premises during any time period where District employees occupy Premises. 2 District shall be responsible for snow removal from Premises parking lot. 3. District shall be responsible for maintenance, repair, and/or upkeep of the interior of Premises. 4. District shall be responsible for general maintenance, repair, and/or upkeep of the Premises and/or exterior of the 1912 Moscow High School/Whitworth building necessitated by the actions or inactions of District and/or its employees, agents, and assigns 5. District shall be responsible for use, upkeep, maintenance, and expense of the garbage dumpster currently on Premises. 6. District shall account for all keys and locks used in, on, or around Premises and shall leave all such keys and locks accounted for with authorized City representative on or before the date of execution of this Lease Agreement. 7. District shall provide all manuals, records, inspections, architectural drawings, mechanical drawings, product and fixture information, product registration, and the like with authorized City representative on or before the date of execution of this Lease Agreement. 8. District shall relocate District personnel and property within Premises upon reasonable notice by City of such need to relocate. It shall be the responsibility of District to give prompt and timely notice to City of the occurrence of any conditions which are the responsibility of City to repair, maintain or replace by the terms of this Lease Agreement. LEASE AGREEMENT Page 3 ---PAGE BREAK--- ARTICLE IX INSURANCE Comprehensive general liability insurance is required hereby as a condition of this Lease Agreement and shall have at a minimum coverage of at least Five Hundred Thousand Dollars ($500,000.00) per claim and One Million Dollars ($1,000,000 00) aggregate. District is required to carry statutory worker's compensation coverage for District employees working on Premises. The amounts of such insurance shall not be deemed as a limitation on District's obligation to indemnity City or as a limitation on the hold harmless covenant contained herein. District shall furnish City with policies or certificates of insurance to demonstrate that District has procured such insurance and that the City has been named as an additional insured therein. All such policies and/or certificates (except for workers compensation policies) shall contain the following provision "It is agreed that the City of Moscow, State of Idaho, is added as an· additional insured under this policy and the coverage provided hereunder shall be primary insurance and not contributing with any other insurance available to the City under any other third party liability policy. It is further agreed that the 'other insurance' condition of this policy is amended to conform therewith." Such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) day's written notice shall be given to the City prior to modifications, cancellations or reduction in coverage of such insurance. City shall maintain casualty insurance, including property damage and fire insurance for Premises and fixtures. Such insurance shall not extend to the contents of Premises. District shall assume the risk of loss to the contents of Premises and shall undertake in its discretion, to insure against such loss or damage. ARTICLE X. ASSUMPTION OF RISK During the term of the Lease Agreement, District assumes risk for any and all loss to District, its employees, agents, and assigns, caused by theft, accident, act of God, fire, flood, water damage, environmental hazard, illegal act, and/or negligence arising out of the use of Premises by District, its employees, agents, and assigns ARTICLE XI. INDEMNIFICATION District waives any and all claims and recourse against City, including the right of contribution for loss and damage to persons or property arising from District's occupancy and that of its employees, agents, and or assigns, and/or use of Premises and/or District's LEASE AGREEMENT Pagc4 ---PAGE BREAK--- performance of this Lease Agreement, except for liability arising out of the sole negligence of City or its officers, agents or employees. Further, District shall indemnifY, hold harmless and defend City against any and all claims, demands, damages, costs, expenses or liabilities arising from or incident to District's occupancy and that of its employees, agents, and or assigns, and/or use of Premises and/or District's performance of this Lease Agreement, except for liability arising out of the sole negligence of City or its officers, agents or employees. City waives any and all claims and recourse against District, including the right of contribution for loss and damage to persons or property arising from City's occupancy and that of its employees, agents, and or assigns, and/or use of Premises and/or City's performance of this Lease Agreement, except for liability arising out of the sole negligence of District or its officers, agents or employees. Further, City shall indemnifY, hold harmless and defend District against any and all claims, demands, damages, costs, expenses or liabilities arising from or incident to City's occupancy and that of its employees, agents, and or assigns, and/or use of Premises and/or City's performance of this Lease Agreement, except for liability arising out of the sole negligence of District or its officers, agents or employees. ARTICLE XII. MODIFICATION AND ASSIGNABILITY OF CONTRACT This Lease Agreement contains the entire lease agreement between the parties and no statements, promises or inducements made by either City or District, or agents of either City or District, are valid or binding unless contained herein. This Lease Agreement may not be enlarged, modified or altered except upon written agreement signed by City and District. District may not subcontract or assign its rights or duties arising hereunder without the prior written consent and express authorization of City. Any subcontractor or assignee so authorized shall be bound by all the terms and conditions of this Lease Agreement as if named specifically herein. ARTICLE XIII. TERMINATION This Lease Agreement shall remain in full force and effect unless terminated as follows A. Termination for Convenience. District may terminate this Lease Agreement by serving written notice on the City of its intent to terminate this Lease Agreement. Said written notice shall be served on the City not less than sixty (60) days prior to the LEASE AGREEMENT Page 5 ---PAGE BREAK--- termination date set forth in said written notice. Said written notice shall automatically terminate this Lease Agreement on the date specified therein unless such written notice fails to comply with this Lease Agreement or unless such termination is rescinded by District prior to such date. In the event of termination, District shall vacate Premises and grounds prior to the terminate date set forth in said notice. Then and in that event District agrees that it shall leave Premises and grounds in substantially the same conditions as such existed on the commencement date of this Lease Agreement. District further agrees that its responsibilities to return Premises to such condition shall survive the termination date set forth in said notice and shall continue until Premises are returned to such condition. Neither party shall be entitled to damages or compensation pursuant to the exercise of termination for convenience by District B. Termination for Canse. If City determines that District has failed to comply with the terms and conditions of this Lease Agreement, City may terminate this Lease Agreement in whole or in part at any time prior to the expiration of this Lease Agreement as follows If District fails to comply with any of the terms and conditions of this Lease Agreement, City may give notice in writing to District of any or all deficiencies claimed. The notice shall be sufficient for all purposes if it describes the default in general terms. If all defaults are not cured and corrected within a reasonable period as specified in the notice, which time shall not exceed sixty (60) days, City may, with no further notice, declare this Lease Agreement to be terminated. District shall thereafter vacate Premises and grounds within sixty (60) days and shall be entitled to no damages of whatever nature in connection therewith. Then and in that event, District shall be obligated to return Premises and grounds to substantially the same condition as such existed prior to the date of this Lease Agreement District's responsibility to return Premises and grounds to such condition shall survive such termination and shall continue until Premises are returned to such condition. ARTICLE XIV. SEVERABILITY In the event any provision of this Lease Agreement or any part thereof shall be determined by any court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions, or parts thereof, shall remain in full force and effect, being in no way affected, impaired or invalidated. The remaining provisions shall be construed in a manner most closely approximating the intentions of the parties with respect to the invalid, void or unenforceable provision or part thereof LEASE AGREEMENT Pagc6 ---PAGE BREAK--- ARTICLE XV. COMPLIANCE WITH LAWS. District and City agree that each shall conduct its obligations pursuant to this Lease Agreement and in conformance with all applicable laws, ordinances and regulations of all governmental and regulatory agencies having jurisdiction. ARTICLE XVI. CONSTRUCTION AND VENUE It is agreed that this Lease Agreement shall be construed under and governed by the laws of the State ofldaho. In the event of litigation concerning it, it is agreed that the proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. ARTICLE XVII. NO WAIVER Any failure or delay by City or District in strictly enforcing the terms of this Lease Agreement shall not operate to waive or be deemed a waiver of the rights of City to require compliance that is full and to the letter of the Lease Agreement, or to thereafter require performance by District in strict accordance with the terms of this Lease Agreement ARTICLE XVIII. WASTE During the term of this Lease Agreement, District shall not commit, or allow to be committed, waste upon Premises or grounds. District shall make no improvements or alterations of Premises or grounds without the prior written permission of City. ARTICLE XIX. AUTHORITY /ADDRESSES The Board of Trustees of District shall be the authorized representatives of District for all purposes related to this Lease Agreement. The Mayor of the City of Moscow, Idaho shall be the authorized representative of City for all purposes related to this Lease Agreement All contacts between the parties shall be made to the following Superintendent Moscow School District #281 650 North Cleveland Moscow, ID 83843 LEASE AGREEMENT City Supervisor City of Moscow 206 East 3rd Street P 0 Box 9203 Moscow, ID 83843-1703 Page 7 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement by their respective duly authorized officials. DATED this day of t!u.,L , 1998. ATTEST ATTEST Agrecments\Whitworth Lcase\sr LEASE AGREEMENT Page 8