Full Text
LEASE AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND LATAH COUNTY LIBRARY DISTRICT (MOSCOW LOCATION) THIS LEASE AGREEMENT between City of Moscow, Idaho and Latah County Library District (Moscow location) is entered into this I day of (fJ/ ftJJ , 2004 by and between the City of Moscow, Idaho (hereinafter referred to as the "City"), and the Latah County Free Library District, dba Latah County Library District (hereinafter referred to as the "District"). WITNESSETH: WHEREAS, the District has agreed to operate a public library in the Library building and grounds provided by the City located at II 0 South Jefferson, Moscow, Idaho, 83843 (hereinafter referred to as the "Library"); and WHEREAS, such agreement is authorized by Idaho Code 50-301 et seq., 33-2601 et seq., 33-2701 et seq., and other provision of the Idaho Code; NOW THEREFORE, the City and the District agree as follows: ARTICLE I, PURPOSE In order to provide for library services to the residents of the City, and to provide optimal housing for such library, the City agrees to allow the District to lease, use and occupy the Library for the sole purpose of conducting library operations and for no other purpose and the District shall operate the library in conformance with best practices. ARTICLE II. TERM This Agreement shall commence on the I" day of October, 2004, notwithstanding the date executed, and shall continue in full force and effect for ten (10) years until the 30"' day of September, 2014, unless terminated earlier in conformance herewith. ARTICLE III. LEASE PAYMENT The District shall pay to the City, as compensation for the lease, use and occupation of the Library, One Dollar per year for each year this Agreement is in effect. ARTICLE IV. CITY AGREEMENT In consideration of the premises and promises made herein, the City agrees to allow the District to occupy the Library and its appurtenances for the sole purpose of conducting library operations in accordance with best practices and according to law. ARTICLE V. DISTRICT AGREEMENT The District agrees to provide library services to the City and to Latah County in conformance with best practices and according to law and, further, agrees to occupy the Library for the sole purpose of conducting such library operations. LEASE AGREEMEXT SLiBRARY DISTRICT I C!TY PAGL!OJ.6 2004A8 ---PAGE BREAK--- ARTICLE VI. NO OWNERSHIP The District shall obtain no ownership interest in the Library or its grounds by the execution of this Agreement or by its lease, use or occupation of the Library. This Agreement shall not be subject to any proceeding for the benefit of the District's creditors, if any. ARTICLE VII. BUILDING MAINTENANCE The parties shall perform repair and maintenance on the Library in accordance with the following delegation of responsibilities: A. City's Responsibilities 1. The City shall be responsible for major repairs to the Library. For purposes of this Agreement, "major repairs" shall be defined as structural repairs to the building, repair, maintenance or replacement of fixed building equipment, including but not limited to the elevator, HV AC, roof and plumbing, and repair and replacement of windows, sidewalks, and water, sewer and irrigation lines appurtenant to the building. 2. The City shall be responsible for water, sewer, and garbage service costs for the Library. 3. The City shall be responsible for snow removal from the Library parking lot. 4. The City shall be responsible for keeping trees trimmed. B. District's Responsibilities: I. The District shall be responsible for minor repairs to the Library. For purposes of this Agreement, "minor repairs" shall be defined as the repair, maintenance or replacement of, but not limited to, computers, telephone system, fire extinguishers, and electrical bulb fixtures. 2. The District shall be responsible for routine maintenance of the HV AC system. 3. The District shall be responsible for performing all general maintenance to the interior of the Library, including, but not limited to: cleaning of carpets and other general janitorial services. 4. The District shall be responsible for all general maintenance to the exterior and grounds of the Library, including, but not limited to, painting, mowing, weeding, irrigation, and general grounds maintenance. 5. The District shall be responsible for electrical service (utilities) costs for the Library. 6. The District shall be responsible for snow removal from Library grounds, including all sidewalks on or adjacent to the Library grounds. The District may request labor assistance from the City in discharging the District's obligations pursuant to this section. The City may, but is not obligated to, provide such assistance. In the event that the City agrees to provide such assistance to the District, the City shall submit invoices representing time spent in the performance of such assistance to the District, and the District shall remit payment for such invoices within twenty (20) days of receipt thereof. LEASE AGREEMENTT LIBRARY DISTRICT/ CITY PAGE 2 OF(; ---PAGE BREAK--- It shall be the responsibility of each party to give prompt and timely notice to the other party of the occurrence of any conditions which are the responsibility of the other party to repair, maintain or replace pursuant to the terms of the Agreement. In the event of a dispute over which party is responsible, or if funding constraints prevent prompt performance of the required repair, maintenance, or replacement, and an agreeable solution does not result, this Agreement may be terminated for cause as provided in Article XII, Section B of this Agreement. ARTICLE VIII, INSURANCE The District warrants that it shall obtain and shall maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability coverage and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have, at a minimum, coverage of at least Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ($1,000,000) aggregate. The amounts of such insurance shall not be deemed as a limitation of the waiver, indemnity and hold harmless covenant contained in this Agreement, and, in the event the City becomes liable for an amount in excess of such insurance coverage, the District shall indemnify and hold the City free and harmless for the whole amount in excess thereof. The District shall furnish the City with policies or certificates of insurance to demonstrate the District has procured such insurance; and the City has been named as an additional insured therein. All such policies or certificates shall contain the following provision: "It is agreed that the City, 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." All such policies or certificates of insurance shall contain the covenant of the insurance carrier that thirty (30) days written notice shall be given to the City prior to modifications, cancellations or reduction in coverage of such insurance. The City shall maintain casualty insurance, including property damage and fire insurance for the Library and fixtures. Such insurance shall not extend to the contents of the Library building. The District shall assume the risk of loss to the contents of the Library building and shall undertake in its discretion, to insure against such loss or damage. ARTICLE IX. SPECIAL WARRANTY The parties warrant by their signature that no employer/employee relationship is established between the City and the District by the terms of this Agreement. It is understood by the parties that employees of the District shall not be considered to be employees of the City for purposes of tax, retirement system or social security (FICA) withholding, or for any other purpose. ARTICLE X. WAIVER, INDEMNIFICATION AND HOLD HARJ."'LESS COVENANT The District waives any and all claims and recourse against the City, including the nght of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to the District's performance of this Agreement, except for liability arising out of the sole negligence of the City or its officers, agents or employees. Further, the District shall indemnify, hold harmless and defend the City against any and all claims, demands, damages, costs, expenses or habihties LEASE AGREEMENT- LIBRARY DISTRICT I C!TY PAGE 3 OF 6 ---PAGE BREAK--- arising out of the District's performance of this Agreement, except for liability arising out of the sole negligence of the City or its officers, agents or employees. The City waives any and all claims and recourse against the District, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to the City's performance of this Agreement, except for liability arising out of the sole negligence of the District or its officers, agents or employees. Further, the City shall indemnify, hold harmless and defend the District against any and all claims, demands, damages, costs, expenses or liabilities arising out of the City's performance of this Agreement, except for liability arising out of the sole negligence of the District or its officers, agents or employees. ARTICLE XI. MODIFICATION Al"JD ASSIGNABILITY OF CONTRACT This Agreement contains the entire agreement between the parties and no statements, promises or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified or altered except upon written agreement signed by the parties hereto. The District may not subcontract or assign its rights or duties arising hereunder without the prior written consent and express authorization of the City. Any subcontractor or assignee so authorized shall be bound by all the terms and conditions of this Agreement as if named specifically herein. ARTICLE XII. TERMINATION This Agreement shall remain in full force and effect unless terminated as follows: A. Termination for Convenience. Either party desiring to terminate this Agreement shall serve written notice on the other party of its intent to terminate this Agreement. Said written notice shall be served not less than three hundred sixty-five (365) days prior to the terminate date set forth in said written notice. Said written notice shall automatically terminate this Agreement on the date specified therein unless such termination is rescinded by the parties prior to such date. In the event of such termination, the District shall vacate the Library premises and grounds prior to the terminate date set forth in said notice. Then, and in that event, the District agrees that it shall leave the Library building and grounds in substantially the same conditions as such existed in the commencement date of this Agreement, excluding ordinary wear and tear. The District further agrees that its responsibilities to return the premises to such condition shall survive the termination date set forth in said notice and shall continue until the premises are returned to such condition. Neither party shall be entitled to damages or compensation pursuant to the exercise of termination for convenience by the other party. B. Termination for Cause. The dissatisfied party may give notice in writing to the other party 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, the dissatisfied party may, with no further notice. declare this Agreement to be terminated for cause. The District shall thereafter vacate the Librarv building and grounds within sixty ( 60) days, in substantially the same condition as such existed LEASE AGREEMENT-" LIBRARY DISTRICT i CITY PMJt40F 6 ---PAGE BREAK--- prior to the date of this Agreement, excluding ordinary wear and tear. The District's responsibility to return the Library building and grounds to such condition shall survive such termination and shall continue until the premises are returned to such condition. C. This Agreement shall terminate in the event fhe District ceases to exist. ARTICLE XIII. SEVERABILITY In the event any provision of this 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 provisions or part thereof. ARTICLE XIV. COMPLIANCE WITH LAWS The District and the City agree that each party shall conduct its obligations pursuant to this Agreement and in conformance with all applicable laws, ordinances and regulations of all governmental and regulatory agencies having jurisdiction. ARTICLE XV. CONSTRUCTION AND VENUE It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning fhis Agreement, it is agreed that the proper venue shall be the District Court of fhe Second Judicial District of the State of Idaho, in and for the County of Latah. ARTICLE XVI. NO W AIVER Any failure or delay by the City or by the District in strictly enforcing the terms of this Agreement shall not operate to waive or be deemed a waiver of fhe rights of that party to require compliance that is full and to the letter of the Agreement, or to thereafter require performance by the other party in strict accordance with the terms of this Agreement. ARTICLE XVII. WASTE During the term of this Agreement, the District shall not commit, or allow to be committed, waste upon the Library building or grounds. The District shall make no improvements or alterations of the Library building or grounds without the written permission of the City. ARTICLE XVIII. AUTHORITY/ADDRESSES The Director of the District shall be the authorized representative of the District for all purposes related to this Agreement. The City Supervisor of the City shall be the authorized representative of fhe City for all purposes related to this Agreement. All contacts between the parties shall be made to fhe following: Director Latah County Library District 110 South Jefferson Street Moscow, ID 83843 LEASE AGREEME:ST LtBRARY DISTRICT I CITY City Supervisor City of Moscow, Idaho P 0 Box 9203 Moscow, ID 83843 PAGE50F6 ---PAGE BREAK--- IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective duly authorized officials. THE CITY OF MOSCOW LEASE AGREE\1ENT SLIBRARY DISTRICT I CITY LATAH COUNTY LIBRARY DISTRICT BOARD OF TRUSTEES PAGE6 OF 6