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RENEWAL OF AGREEMENT FOR LEASE, PROGRAMS AND OPERATIONS MANAGEMENT BETWEEN CITY OF MOSCOW, IDAHO, AS CITY AND HEART OF THE ARTS, INC., AS OPERATOR 412 EAST 3RD STREET, MOSCOW, IDAHO La\l·S"l ---PAGE BREAK--- TABLE OF CONTENTS Page I. BACKGROUND 1 1 . 1 Goal. l 1 .2 Control 1 1 .3 Benefit. 1 1 .4 Civic Purpose 1 1.5 Authority 1 2. DEFINITIONS l 2.1 Agreement ! 2.2 CITY 2 2.3 OPERA TOR 2 2.4 Premises 2 2.5 Permitted Use 2 2.6 Term and Commencement Date 2 2.7 Rent 2 3. GRANT OF PREMISES AND POSSESSION 3 3 . 1 Grant of Premises 3 3.2 Possession 3 3.3 CITY's Title 3 3.4 City Arts Department 3 3.5 CITY and OPERA TOR 3 4. INITIAL TERM AND RENEWAL. 3 4.1 Initial Term 3 4.2 Renewal Term 3 4.3 Conditions Precedent to Renewal Option 3 4.3. 1 Default 3 4.3.2 Financial Commitment. 3 4.4 OPERATOR's Notice of Exercise of Renewal Option .4 5. PAYMENTS 4 5.1 Term Fees 4 5.2 Fee Condition 4 5.3 Appropriation 4 5.4 Non-Appropriation 4 6. OPERATION OF PREMISES 5 6.1 OPERATOR's Use of Premises 5 6.1 . 1 Great Room, Plaza and Kitchen Area 5 6.1 .2 Existing Leases 5 6. 1 .3 Future Occupancy of City Arts Department 5 ---PAGE BREAK--- 6.2 Operating Hours 5 6.3 Approved Holidays 6 6.4 Subleasing of Premise and Approved Uses 6 6.5 Operational Performance Plan and Assessment 6 6.6 Uses Prohibited 6 6.6.1 OPERATOR Compliance with Rules 6 6.7 OPERATOR's Duties 6 6.7. 1 Minor Repairs 6 6.7.2 Utilities 6 6.7.3 General Maintenance ? 6. 7.4 Financial Accounting 7 6. 7 .4.1 HV AC and Elevator System 7 6.7.4.2 Snow Removal ? 6.7.4.3 Interior Maintenance . ? 6. 7 .4.4 Additional Duties 8 6.7.5 OPERA TOR Improvements 8 6.7.5. 1 Minor OPERATOR Improvements 8 6.7.5.2 Major OPERATOR Improvements 9 6.8 CITY's Duties 9 6.8.1 Major Repairs 9 6.8.2 Utilities 9 6.8.3 Maintenance 9 6.8.4 Failure by CITY to Make Major Repairs or to Perform Maintenance 9 6. 9 Labor Assistance 1 0 6.10 Signs 10 6.1 1 Hazardous Materials 1 0 6.1 1 . 1 OPERATOR's Hazardous Material Use 10 6.1 1.2 Hazardous Material Definition 1 0 6. 12 Covenant Against Liens 1 1 7. REAL AND PERSONAL PROPERTY TAXES 1 1 7.1 OPERATOR's Payment of Taxes 1 1 7.2 Tax Notices 1 1 8. CITY'S RIGHT OF ENTRY AND INSPECTION 1 1 9. CHANGES IN THE PARTIES 12 9.1 Relationship of Parties 12 9.2 Designation of Representatives l 2 9.3 Successors and Assigns 12 9.4 OPERATOR's Assignment and Subleasing with CITY's Consent.. 12 9.5 CITY's Transfer 13 9.6 Mortgage 13 11 ---PAGE BREAK--- 10. SUBORDINATION, QUIET ENJOYMENT, ATTORNMENT, ESTOPPEL CERTIFICATE 13 1 0.1 Subordination 13 1 0.2 Quiet Enjoyment 14 1 0.3 Attornment 14 10.4 Estoppel Certificate l4 1 1 . INDEMNIFICATION AND INSURANCE 14 1 1. 1 Mutual Release; Waiver of Subrogation 14 1 1.2 Mutual Indemnification . 14 1 1.3 Liability Insurance 15 1 1 .4 Property Insurance 1 5 1 1.5 Workers' Compensation Insurance 15 1 1.6 Auto Insurance 15 1 1.7 Insurance Requirements 16 1 1 .8 Noncontribution 16 1 1.9 Blanket Policy 16 1 1.10 Effect of One Party's Actions on Other Party's Insurance 16 11 . 1 1 Effect of CITY's Insurance on OPERATOR's Obligation 16 12. DAMAGE OR DESTRUCTION OF PREMISES 17 13. CONDEMNATION 17 13 .I Entire or Substantial Taking 17 13.2 Awards 17 13.3 Sale Under Threat ofCondemnation 1 8 13.4 Partial Taking and OPERA TOR's Option 1 8 14. DEFAULT BY OPERATOR OR CITY 18 14.1 Default by OPERA TOR 18 14.2 Remedies of CITY 18 14.2.1 Legal and Equitable Remedies 18 14.2.2 Termination of Agreement.. 18 14.2.3 Advance 19 14.3 Default by CITY 19 14.4 Remedies of OPERA TOR 19 15. TERMINATION OF AGREEMENT 19 15.1 Events of Termination 19 1 5.2 Surrender of Possession 19 1 5.3 Holding Over 19 15.4 Condition of Premises upon Termination 20 15.4. 1 Removal of Property 20 15.4.2 Restoration of Premises 20 16. CLAIMS AND DISPUTES 20 111 ---PAGE BREAK--- 1 6.1 Rights and Remedies Cumulative 20 16.2 Nonwaiver of Remedies 20 1 6.3 Attorney Fees and Costs . . . . . . . . . . . . . . 20 16.4 Interpretation 21 16.5 Waiver of Jury Tria1 21 1 7. GENERAL PROVISIONS 21 1 8 . 17.1 Notices 21 1 7.2 Brokers 21 1 7.3 Non-recording 22 1 7.4 Time is of the Essence 22 1 7.5 Joint and Several Liability 22 1 7.6 Entire Agreement-Modification in Writing- Captions 22 17.7 Severability . . . . . 22 1 7.8 Force Majeure 22 SIGNATURES 23 IV ---PAGE BREAK--- RENEWAL OF AGREEMENT FOR LEASE, PROGRAMS AND OPERATIONS MANAGEMENT BETWEEN CITY OF MOSCOW, IDAHO, AS CITY AND HEART OF THE ARTS, INC., AS OPERA TOR 412 EAST 3RD STREET, MOSCOW, IDAHO THIS RENEWAL OF AGREEMENT FOR LEASE, PROGRAMS AND OPERATIONS MANAGEMENT BETWEEN CITY OF MOSCOW, IDAHO, AS CITY AND HEART OF THE ARTS, INC AS OPERATOR 412 EAST 3R0 STREET, MOSCOW, IDAHO (hereinafter "Agreement") is made and effective this 1st day of October, 20 I I , by and between the City of Moscow. Idaho, a municipal corporation of the State of Idaho (''City"), and Heart of the Arts. Inc., an Idaho non-profit organization acting as programs and operations manager ("OPERATOR"). 1. BACKGROUND. 1.1 Goal. CITY wishes to renew its contract for services of OPERATOR for purposes of marketing, fundraising, operation, maintenance, and day-to-day control of the 1912 Center. 1 .2 ControL CITY desires to transfer such control of the I 9I 2 Center to OPERA TOR for an extended period of time. 1 .3 Benefit. The City Council of Moscow believe that, because the terms of the original Agreement between the parties for operation of the 19I2 Center allows it to be modified and, among other things, the parties wish to reduce the renewal term from twenty (20) years to a five-year term with an optional five-year extension with the modified conditions contained herein, it is in the best interest of CITY to renew the transfer to OPERA TOR those annual and day-to-day maintenance, operation and program management matters in order to promote efficiency and to allow for the marketing, fund raising and development of the 1912 Center in a manner consistent with CITY policies and programs. 1 .4 Civic Purpose. CITY wishes to ensure the continuance of established and proposed civic uses in the 1912 Center in order to maximize CITY's current investment via donations and grants. 1.5 Authority. This Ahr eement is authorized by Idaho Code 50-301 et seq., and other provisions of the Idaho Code. Amendments and changes contained herein are authorized by the "Agreement For Lease, Programs and Operations Management Between City Of Moscow, Idaho, As City And Heart Of The Arts, Inc., As Operator 412 East 3rd Street, Moscow, Idaho" and by this Agreement. 2. DEFINITIONS. The following terms shall have the definitions: 2.1 Agreement. Shall mean this document and all exhibits, attachments and amendments hereto. I 912 C EN1 ER LLASE AND 0PtRA 1'1 ON S A OPERATIONS AGREEMENT PAC iF 28 or 33 ---PAGE BREAK--- Furniture/Fixtures/Other Clean cleared desk tops, counter tops, file cabinets, wastebaskets, drawer faces Dust outside of interior light fixtures Vacuum all upholstered furniture Clean interior glass Dust all woodwork, walls and partitions Clean restroom walls and kitchen walls near sinks, trash cans and ranges Wipe down elevator walls Service. OPERA TOR shall perform the following maintenance on a basis or as stated below: Dust all areas requiring a ladder to reach Clean interior and exterior walls Clean exterior windows Wet mop exterior and interior stair landings and steps Burnish Great Room floor, as shown on Exhibit A Other Service. OPERA TOR shall perform the following maintenance as stated below : Disassemble and clean interior ceiling light fixtures three times per year (June, September, October) Auto-scrub and resurface the Great Room floor, as shown on Exhibit A, annually \ 9 1 2 CENTER LEASE AND 01'ERATIONS AuREEMEN1 PAGE 29 OF 33 ---PAGE BREAK--- EXHIBIT D CLEANING QUALITY REQUIREMENTS Services performed under this Agreement shall be subject to inspection and approval by the CITY. This Exhibit outlines the minimum acceptable standards: A. Floor Maintenance 1 . General: For all operations where furniture and equipment must be moved, no chairs, wastepaper baskets, or other similar items shall be stacked on desks, tables, or window sills. This is necessary to avoid damage and to avoid disturbing work on the desks. Upon completion of work, all furniture and equipment must be returned to its original position. Baseboards, walls, stair risers, furniture, and equipment shall m no way be splashed, disfigured, or damaged during these operations. Proper precautions shall be taken to advise building occupants of wet and/or slippery floor conditions. This applies during inclement weather, as well as during cleaning operations. All tools and equipment shall be maintained in clean condition at all times and neatly stored each night in the assigned storage areas. 2. Sweeping and Damp Mopping: After sweeping and damp mopping operations, all floors shall be clean and free of dirt streaks; no dirt shall be left in comers, behind radiators, under furniture, behind doors, on stair landings and treads. No dirt shall be left where sweepings were picked up. There shall be no dirt, trash, or foreign matter under desks, tables, or chairs. 3. Wet Mopping. The floors shall be properly prepared, and thoroughly swept to remove visible dirt and debris; this includes removal of wads of gum, tar, and similar substances from the floor surface. On completion of the mopping and scrubbing, the floors shall be clean and free of dirt, water streaks, mop marks, string, etc. Floors shall be properly rinsed and dry mopped to represent an overall appearance of cleanliness. All surfaces shall be dry and comers and cracks clean after wet mopping or scrubbing. 4. Finishing and Buffing. Proper preparation of a floor, before refinishing, is considered the most important procedure in floor maintenance. Therefore, special attention shall be given to the following requirements: apply proper finish removers, stripping agents and detergents to the floor. Scrub with a floor-scrubbing machine or agitate with a mop to remove all dead finish, soap film, dirt, and stain. Pick up dirty solution with mop, squeegee, or wet-vacuum, and thoroughly rinse with clean water and dry. Finish shall be applied in a thin, even coat. The number of coats applied will depend on the type and condition of floor. 1 9 1 1 CENTER LEASE AND OPERATIONS AGREEMEN r PAGE 30 OF 33 ---PAGE BREAK--- 5. Damp Mopping and Buffing. At the stated frequencies, floors shall be damp mopped and buffed between regular finishing operations. The floor shall be prepared by sweeping to remove all visible dirt and debris; damp-mop with a clean mop that has been dampened in clean-cold rinse water. The floor area shall then be machine buffed to a polished appearance. 6. Rug Vacuuming: The rug or carpet area is to be vacuumed to remove all dirt, dust, and litter. The rug is to be vacuumed to remove all obvious surface dirt from traffic areas and from under furniture. (Obvious surface dirt referred to is any visible foreign matter found on the floor, rug, or carpet surface.) 7. Miscellaneous: Rugs: After each thorough vacuuming, all rugs shall be clean, free from dust balls, dirt and other debris. Toilets: Special attention shall be given to floors around urinals and commodes for elimination of odors and stains and to provide a uniformly clean appearance throughout. B. Dusting Dust shall not be moved from spot to spot, but removed directly from the areas in which it lies by the most effective means such as appropriately treated dusting cloths, vacuum tools, etc. When doing high cleaning, dust shall not be allowed to fall from high areas onto furniture and equipment below. The following conditions shall exist after the completion of each dusting task: 1 . There shall be no dust streaks on surfaces. 2. Comers, crevices, moldings, and legs shall be free of all dust. 3. There shall be no oils, spots, or smudges on dusted surfaces caused by dusting tools. 4. Cobwebs will be removed. C. Damp Wiping: This task consists of using a clean damp cloth or sponge to remove all dirt, spots, streaks and smudges from walls, glass and other specified surfaces and then drying to provide a polished appearance. The wetting solution shall contain an appropriate cleaning agent. When damp-wiping in toilet areas, a multipurpose (disinfectant-deodorizing) cleaner shall be used. 1 9 I 2 CENTER LEASE AND OPERATIONS AGREEMENT PAGE 3 1 OF33 ---PAGE BREAK--- D. Bright Metal Polishing Bright metal polishing may be performed by damp wiping and drying with a suitable cloth if a polished appearance is attained. However, if a polished appearance cannot be produced, an appropriate metal polish shall be used. E. Policing This job includes performance of the following tasks at the stated frequencies: picking up and removing from inside the building all paper, trash, empty bottles, wads of gum, spots of tar, and other foreign substances or other discarded materials; mopping up wet areas caused by spillage, accidents, or inclement weather. F. Window Washing and Glass Cleaning 1. After each washing operation, all glass shall be clean and free of dirt, grime, streaks, excessive moisture and shall not be cloudy. Glassware removed during the operations shall be returned to its original position. 2. Window sashes, sills, woodwork surrounding interior glass and other such surroundings shall be thoroughly wiped free of drippings, watermarks, dust and dirt. 3. Cleaners shall use pads to protect window sills when standing on or placing cleaning materials on them, and all such pads and/or cloths necessary to protect CITY property shall be furnished by the contractor. 4. Windows, which require cleaning on both sides, will have the inside and outside cleaning perfom1ed on the same day. 5. Any screens, which require removal before windows can be cleaned, shall be removed, but these screens will be replaced after the windows are cleaned. 6. The window washing shall be so scheduled and perfonned as to provide the least inconvenience to the building occupants . In instances where building occupants are seriously inconvenienced, the window-washing activities shall be rescheduled at the discretion of the CITY. NOTE: All cleaning must be done in conformance with safety and other local laws and regulations. G. Porcelain Ware Cleaning 1 . Porcelain fixtures (drinking fountains, wash basins, urinals, toilets, etc.) shall be clean and bright. There shall be no dust, spots, stains, rust, .!,7feen mold, encrustation or excess moisture. 2. Walls and t1oors adjacent to fixtures shall be free of spots, drippings, and water marks. 1 9 1 2 CENTER LEASE AND OPERATIONS AGRFEMEN 1 PAm 32 or 33 ---PAGE BREAK--- 3. Drinking fountains shall be kept free of trash, ink, coffee grounds, etc., and nozzles free from encrustation. H. Spot Cleaning Following this cleaning operation, smudges, marks or spots shall have been removed from the designated areas without causing discoloration. SUPPLEMENTAL INSTRUCTIONS GENERAL 1. Quality cleaning will be required, including full performance of all specified daily services on the first official working day of the contract period. 2. Normally, heating and air conditioning are curtailed upon the vacating of the space by the building occupants. Air conditioning will be provided only during the official hours of duty of the building occupants. 3. OPERA TOR shall supply the C ITY with a current list of employees assigned to clean CITY facilities. The list shall be updated as employee turnover occurs. 4. OPERA TOR shall prohibit his or her employees from disturbing papers on desks, opening desk drawers, or cabinets, or using telephone or office equipment provided for official CITY use. 5. OPERA TOR shall require his or her employees to comply with the instruction pertaining to conduct and building regulations issued by duly appointed officials. 6. OPERA TOR shall either notifY each employee when first hired of the locally applicable wage rates he or she is required by law to pay or post said wage rates on his/her employee bulletin board. 7. OPERA TOR shall service all toilet rooms to maximum capacity during the last contract day. Dispenser stock of paper supplies and hand soap remaining at the termination of the last official workday shall not be removed. 8. OPERATOR is responsible for damage caused due to negligence m the performance of this Agreement. 9. OPERATOR shall provide all equipment and cleaning supplies required. 1 9 1 2 C'ENTER LEASE AND OPERATIONS AGREEMENT PAGE 33 OF 33