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LAND USE LEASE THIS INDENTURE is made this day of s=$-ef:ffem 1991, by and between the CITY OF MOSCOW, a municipal corporation, hereinafter referred to as 'CITY' and BETTER LIVING, INC. , hereinafter referred to as 'LESSEE'; WITNESSETH: THAT IN CONSIDERATION OF THE RENTS, COVENANTS AND CONDITIONS HEREINAFTER CONTAINED, THE PARTIES AGREE AS FOLLOWS: 1. CITY does hereby lease, demise and let unto LESSEE, subject to the terms and conditions hereinafter set forth, the land owned by CITY described herein. The relationship between the CITY and the LESSEE is solely that of landlord and tenant. 2. The property which is the subject of this lease is described as follows: The Northeast quarter of the Northwest quarter (less highway and property north of highway) ; 40. 32 acres in Government Lot 1; 40. 29 acres in Government Lot 2; and the Southeast Quarter of the Northwest Quarter; Section 18, Township 40 North, Range 5 West B. M. , Latah County, Idaho. 3. TERM. This lease shall commence on October 1, 1991 and shall expire on September 30, 1996. This lease is for a term of five years with the right of the CITY or LESSEE to renew this lease for a further term of five years at the end of each such term. If either party desires to renew said lease that party shall serve written notice upon the other party no later than one hundred and eighty (180) days prior to the end of the current lease term. The responding party shall consent or reject said renewal offer within ninety (90) days of said tender and either party may renew upon the same or different terms and conditions. 4. RENT. As rental for the use of said premises, LESSEE shall pay the CITY the sum of 000. 00 yearly to be paid on or before September 15 of the current lease year. It is understood by the parties that rents shall be waived by the city upon a showing of the Lessee that the youth of Moscow have benefited through programs having 1 ---PAGE BREAK--- comparable value to the rent. The decision as to whether comparable value has been reached is at the sole discretion of the CITY. 5. LESSEE'S COVENANTS. A. LESSEE agrees and covenants to maintain the real property, the improvements placed on said property, and appurtenances to said property, and not to abandon the property, or cause or permit waste lessening the value of said property, improvements or appurtenances. The term maintenance shall be defined as the effort required to preserve and sustain the grounds and facilities in a generally accepted manner by accomplishing routine reoccurring work, making repairs, and performing minor construction. B. LESSEE agrees and covenants it will not suffer any liens or encumbrances to be created on CITY'S premises. c. LESSEE agrees and covenants it will crop and cultivate said real property in good and skillful manner and will not commit nor permit any strip or waste of the premises, nor use, nor permit the same to be used, for any unlawful or objectionable purpose. D. LESSEE agrees and covenants it will do and perform all proper and ordinary work and labor and will give all the care and skill requisite, usual and necessary to perform work as outlined in the approved master plan. Nothing in this lease shall confer upon the LESSEE any right to the standing or down timber upon said land. The CITY shall reserve the full right to enter upon the premises and to work or remove the timber with full liberty to pass over said premises with vehicles and lay down and work the property as may be necessary or convenient until timber management plan is adopted. Upon adoption of a timber management plan by the City and Lessee, said plan shall · delineate the rights and liabilities of the city and Lessee to the timber. E. LESSEE agrees and covenants to furnish and pay for all expenses and machinery, equipment, labor, fuel, and power necessary to farm and maintain the premises properly. 2 ---PAGE BREAK--- F. LESSEE agrees and covenants to the expressed condition that the CITY shall be free from all liability and claims for damages and/or suits for or by reason of any act or omission of any kind whatsoever by the of LESSEE, its agents or employees, or third persons, from any cause or causes whatsoever, while the lessee is in or upon said property or while the lessee continues during the term of this agreement to occupy or use the premises or any activity carried on by LESSEE in connection with said premises and LESSEE hereby covenants and agrees to indemnify and save harmless the CITY from all liabilities, charges, expenses, including attorney fees, and costs on account of any injuries, liabilities, claims, suits, or loses however occurring or damages growing out of the same. LESSEE agrees that it will carry indemnity insurance against said liabilities in a sum not less than 250, 000 dollars. A copy of said binder shall be provided to the City no later than January 5 of each year. G. LESSEE agrees and covenants to take reasonable steps to prevent noxious weeds from going to seed on said property pursuant to Idaho Code sections dealing with noxious weed enforcement. H. LESSEE agrees and covenants to take all action necessary to maintain the federal crop allotment for this property. LESSEE shall notify the CITY upon notification by the federal government that the federal crop allotment is in jeopardy. Such notice shall be tendered or delivered to the CITY within seven days of said notices' receipt by the LESSEE. I. The LESSEE covenants and agrees not to return or sublet said property without the written consent of the CITY, which will not be unreasonably withheld. J. The LESSEE covenants and agrees not to make any major improvements or alterations to the premises in any manner without the prior consent of the CITY. Before making any improvements or alterations the lessee must submit plans and designs thereof to the CITY for its approval. In the event the plans and designs are disapproved, such improvements or alternations shall be made only with such 3 ---PAGE BREAK--- changes as may be required by the CITY. All improvements or alterations erected or made on the premises shall on expiration or termination of this lease become the property of the City without compensation to the LESSEE. 6. CITY'S COVENANTS. A. That if LESSEE pays the rent herein agreed to be paid, and upon observing, performing and keeping all and singular the covenants, conditions, and agreements contained herein on LESSEE'S part to be performed and kept, LESSEE shall and may lawfully, peacefully and quietly have, hold, use, occupy, possess and enjoy said premises hereby leased, with the appurtenances and every part and parcel thereof, for and during the said term without any suit, hindrance or interruption of or by CITY or of or by any person lawfully claiming by, from and under CITY. B. CITY shall at all times pay all real property taxes and assessments lawfully levied and assessed upon said real property throughout the term of this lease. 7. MUTUAL COVENANTS. A. Any notice required to be given hereunder shall be given as follows: To CITY: City of Moscow, City Hall, 122 East Fourth Street, Moscow, Idaho 83843 To LESSEE: Better Living, Inc. , cjo Pres. Loreca Stauber, Rt. 1 Box 54, Genesee, ID 83832. B. In any suit or action brought to enforce any of the covenants of this agreement, the successful party shall be entitled, as a part of the judgment rendered, to a reasonable attorney's fee in addition to costs allowed by law. c. The terms of this lease shall be binding on the heirs, executors, administrators and assigns of both the CITY and the LESSEE in a like manner as upon the original parties hereto. D. The CITY reserves the right to enter upon the premises to observe LESSEE'S activities at any time, without notice. LESSEE shall provide the CITY with keys to all locks established on the premises. The CITY will reimburse LESSEE should any damages be occasioned by such entry. 4 ---PAGE BREAK--- E. The LESSEE shall provide an annual report to the City Council on or before the first regular meeting of the city Council in the month of September of each year of this lease. This report shall detail to the Council the current operating plan for the subject property, and any future modifications, additions, or improvements contemplated by the LESSEE. The report shall also detail the number of youths involved, the projects performed by the youths involved, and the outcome of said project. Any report referencing improvements proposed or planned for the subject property in the current year of the lease shall include a discussion of the time plan for the implementation of the said project, cost of said project, and financial capability if the LESSEE to carry out said project. F. It is not the intention or purpose of the CITY or the LESSEE to enter into a partnership relationship; and this instrument shall be not construed as giving rise to a partnership in any sense. The CITY and LESSEE covenant and agree not to represent, convey, or conduct themselves either implicitly or expressly to any third person or hold themselves out as having any relationship other than landlord and tenant. It is understood that the relationship between the CITY and LESSEE is strictly that of landlord and tenant. The required reporting by the LESSEE, and oversight of the property by the CITY is only to ensure to the CITY that the tenant is using the land lawfully and responsibly. And, that the provisions for providing funds for the benefit of the youth of the city of Moscow is only intended to encourage the original intent of Virgil Phillips upon granting the City of Moscow this realty. Neither party shall be liable for the debts or obligations incurred by the other in the absence of any agreement to that effect. G. Upon adoption of a master plan by the LESSEE and approval by the CITY, the master plan shall be attached and incorporated into this lease and thereafter any provision of the master plan which conflicts with a term of the lease shall have the effect of modifying the lease, and said modification shall supersede the lease provision. This modified term shall then be in effect until the next master plan is amended and approved. 8. TERMINATION OF CONTRACT. In the event of the dissolution, bankruptcy or other failure of either CITY or LESSEE, this lease shall be of no further force and 5 ---PAGE BREAK--- effect upon the receipt by either party of actual written or other constructive notice of said dissolution, bankruptcy or other failure. 9. TIME IS OF THE ESSENCE; DEFAULT. Time and the strict performance of all the terms conditions and covenants of this lease are of the essence, and upon failure of LESSEE to strictly observe any of the conditions expressly required by LESSEE to be observed, CITY may declare this lease terminated at its option and may thereupon, at once, after 30 days written notice to LESSEE specifying wherein LESSEE is in default, and such default not having been cured within said 30 day period, enter upon and take possession of all of the said real property, and the appurtenances thereto belonging, and dispose LESSEE therefrom, without in any manner being held liable for damages or trespass; but nothing herein contained shall be construed as depriving CITY or its assigns of any right or remedy which they would otherwise have at law or equity for damages or to regain possession of said property. 10. LEASE PROVISION INVALIDITY. Any provision of this lease in violation of any law shall not be enforceable and any unlawful provision shall be separate and apart from all the provisions herein and shall be stricken from this lease. The parties shall substitute a mutually acceptable provision for any provisions stricken from this lease due to illegality and shall subsequently incorporate the subsequent provision by written modification to this lease. All remaining terms and provisions shall remain in full force and effect as if the stricken provision had never appeared in this lease. Each provision of this lease shall be valid and enforceable to the full extent permitted by law. IN WITNESS WHEREOF, the CITY, by and through its Mayor and City Clerk and LESSEE, by and through its President and Secretary have executed this lease the day and year written in their respective acknowledgements. Secretary Better Living, Inc. Loreca J. Stauber, President Better Living, Inc. 6 ---PAGE BREAK--- ATTEST: Elaine Russei STATE OF county of Clerk ) ) ss ) Paul c. Ag}s, Mayor ti-- - On this day of c{;A.ep!- , 19c7!, before me a Notary Public in and for said Se, ~er lly appeared Loreca J. Stauber, President, and _2Lc,{/ · , Secretary of Better Living, Inc. a non-profit, tax-exempt corporation, known to me to be the persons whose names are subscribed to ·the above and foregoing instrument and acknowledged to me that they executed the same in their corporate capacities. 7 g £ I } - - J!jJ'&;_,u Notary Pubiy i and for State of )-IUJ STATE OF Ida. A o County of 1. Cl-t ) ) ss ) On this d{Lj tir day of Se*te m b..:r , 19%1, before me a Notary Public in and for said tate, appeared Paul c. Agidius and Elaine Russell, known to me to be the Mayor and City Clerk of the City of Moscow and acknowledged to me that they executed the foregoing agreement.