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LIMITED LEASE AGREEMENT THIS AGREEMENT OF LEASE (hereinafter "Lease'') is made effective as of the l91h day of April, 2010, by and between Moscow Chamber Foundation, Inc./Moscow Chamber of Conunerce, Inc., an Idaho non profit organization, whose address is 411 South Main Street, Moscow, Idaho, 83843 (hereinafter ''LESSOR''), and City of Moscow, Idaho, a municipal corporation of the State of Idaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "LESSEE"). W I T N E S S E T H : For and in consideration of the covenants and agreements herein contained, LESSOR does hereby lease, let and demise unto LESSEE the following described office space, located at 411 South Main Street, Moscow, Idaho, situated in Latah County, State of Idaho, to-wit: The office space designated by LESSOR as office No. 5/B, identified as the southwest office/B, located at 411 South Main Street, Moscow, ID 83843, (hereinafter "Premises'"). 1. TERM: The tenn of Lease shall be for a period of seven months commencing on the 1st day of April, 2010, and terminating on the 31st day of October, 2010. 2. USE: LESSEE shall use the Premises as office/equipment storage in support of activities related specifically to the Moscow Fanners' Market. LESSOR shall grant access and use of wireless internet in support of LESSEE's activities relative to Farmers' Market as part of such use. 3. RENTAL: LESSEE agrees to pay to the LESSOR as rent for use of the Premises described hereinabove, the sum of $100 (one hundred dollars/US) per month commencing on the 1•1 day of April, 2010. Rent for any portion of the month shall be prorated as of the date of first occupancy, or control of the Premises, and then the entire rents shall be due and payable thereafter on or before the I st day of each and every month until the 31st day of October, 2010. LESSOR shall not charge any additional rent for LESSEE's access to and use of wireless internet service at Premises. Said rental payments shall be paid directly to LESSOR at the above listed address. All rents are due on or before the I st day of each month, and any rents not received by the 5111 of the month shall cany a ten dollar 0) per day late fee until said rent is received by LESSOR. Any rental payments due on the 1 '1 of each month and not received within fifteen (15) days may be deemed, at the option of LESSOR, a default of said Lease. Any installment of rent accruing under the provisions of this Lease that has not been paid in full when due shall accrue late fees from the date when the same was due and payable and until the same is received by LESSOR. 4. DEPOSIT: Waived. 5. TAXES, ASSESSMENTS, and UTILITIES: LESSOR shall be responsible for payment of all real estate tax assessments, which may be assessed against the Premises during the term hereof, and for all charges related to the operation of the Leased Premises including, but not limited to, internet, electricity, gas, sewer, water, and garbage. LEASE AGREEMENT- CHAMBER AND CITY PAGE I OF 5 .2-ClO·llo ---PAGE BREAK--- Other Taxes. Should any governmental taxing authority levy, assess, or impose any tax, excise, or assessment upon or against the rentals payable by LESSEE to LESSOR, LESSEE shall be responsible for and shall pay any such tax, excise, or assessment. 6. INSURANCE: LESSEE agrees to keep in full force and effect liability insurance in an amount not less than the minimum amount specified in the Idaho Tort Claims Act. LESSEE shall provide for insurance on all its personal property in said Premises or any part thereof and also said property shall be at the sole risk of LESSEE or owner of such personal property and LESSOR shall not be liable for any loss or damage to said personal property. LESSEE agrees to hold harmless LESSOR for any damages, losses or injury to property or person in or about the Premises, except as may be occasioned by LESSOR's gross negligence. LESSEE shall provide LESSOR with a Certificate of Insurance which confinns that there is insurance on the Leased Premises during the Lease term. LESSEE agrees that its insurance carrier, Idaho Counties Risk Management Program (ICRMP), will accept a tender of LESSOR's defense if LESSOR is named party to a lawsuit solely because of its relationship with LESSEE through this Lease and not as a result of LESSOR's conduct. LESSOR shall maintain fire and casualty insurance on the entire building as set forth herein. However, any increase in insurance because of improvements made by LESSEE shall be at the expense of LESSEE. If the Premises are rendered unfit for use by fire or other casualty, LESSOR may either terminate the Lease and refund the proportionate share of rental, or repair the Premises at their own option; and in the event of a partial destruction of the Premises, the rent herein reserved to be paid by LESSEE shall be abated by negotiations between LESSOR and LESSEE for the period required to place the demised Premises in a tenable condition, should LESSOR elect the option to restore the Premises. 7. CONSTRUCTION OF IMPROVEMENTS, MODIFICATIONS and REPAIRS: LESSEE shall not make any improvements or alterations to the Premises without first obtaining the written consent of LESSOR, which consent shall not unreasonably be withheld by LESSOR. LESSOR shall have the right to have any unauthorized improvements removed or replaced and the area restored to original condition at LESSEE's expense. However, at any time during the term of this Lease and any extension, or expiration of this Lease, LESSEE shall be responsible for any structural or appearance repairs and painting to the Premises, occasioned by delivery, storage, or removal of LESSEE's equipment and supplies. Repairs and/or painting shall be performed within fifteen ( 15) days' advance notification by LESSOR to LESSEE either verbally or in writing. Any and all modifications to the Leased Premises shall be returned to their original state at the end of this Lease unless agreed to in writing by LESSOR. 8. INSPECTION BY LESSOR: LESSOR shall have the right to inspect the work and construction of the above-referenced improvements at any time. If LESSOR detennines that said improvements and modifications are not being made in a good and workmanlike manner, LESSOR may halt construction and terminate this Lease. Provided, however, LESSOR shall give LESSEE written notice of said defects and LESSEE shall have ten ( 1 0) days from the receipt of said notice to cure said defects. 9. MAINTENANCE: LESSEE acknowledges having inspected the Premises and agrees at LESSEE's expense to keep the interior and that p01tion of the exterior of the Premises pertaining to this Lease in the same condition and repair as at the beginning of the Lease, reasonable wear and tear expected. LEASE AGREEMENT- CHAMBER AND CITY PAGE2 OF5 ---PAGE BREAK--- LESSEE shall give to LESSOR prompt written notice of any accident to or any defects in the water pipes, gas pipes, electrical wiring systems, plumbing systems and fixtures, exteriors walls and roofing of the demised Premises that may come to its notice. Failure to immediately notify LESSOR of any deficiencies or defects to the building shall be cause to hold LESSEE responsible for any and all damages caused by the deficiency or defect to the Premises. 10. DESTRUCTION OF OR DAMAGE TO IMPROVEMENTS: It is further stipulated and agreed that if said Premises be destroyed or rendered unfit for occupancy by fire or other casualty dming the tenn of this Lease, the rent agreed to be paid shall be suspended from the time of the occurrence until LESSOR shall have rebuilt said building or rendered the same fit for occupancy. However, it is expressly stipulated and agreed between the parties that in the event of such injury, calamity, or destruction of said Premises, it shall be optional with LESSOR to rebuild or repair said building and then continue the term of this Lease, or to terminate this Lease, as they may elect. LESSOR shall exercise its option to rebuild or terminate within ninety (90) days from the casualty rendering said Premises unfit for occupancy, and if LESSOR elects to rebuild, such rebuilding will be done within a reasonable time. 11. DEFAULT: In the event of default by LESSEE in the perfonnance of any of the covenants herein contained and if such default shall continue for fifteen ( 15) days after written notice from LESSOR, unless appropriate action has been taken by LESSEE in good faith to cure such default, or in the event LESSEE shall vacate or abandon the Leased Premises without cause for a period of fifteen (15) days, LESSOR shall have the right to terminate this Lease and to reenter the Premises or any part thereof, with or without process of law. The remedies of LESSOR in the event of defaults as described herein shall not limit but shall be in addition to any and all other remedies which LESSOR has under the laws of the State ofldaho. 12. SIGNS: LESSEE shall have the right to place necessary signage on front and rear conforming to existing signage. Any signage shall be at the sole expense of LESSEE, shall be in good taste, and approved by LESSOR in writing, prior to any installation. LESSEE shall at its own expense acquire all permits prior to the placing of any signage and all signs must comply with any city, county, or state ordinances. LESSEE shall remove any and all signage placed on the Premises at the end of the tenn of this Lease and return the Premises to its original state unless agreed otherwise in writing by LESSOR. 13. PREMISES UPKEEP: It is further agreed that LESSEE shall at all times keep the Premises neat, clean, safe, in a sanitary condition, and comply with all laws, ordinances, rules, and regulations made by any governmental authority pertaining to LESSEE's use or occupancy of the Premises. If LESSEE fails to adequately perfonn such duties, LESSOR shall provide such services and shall pass any and all costs associated with such services to LESSEE. 14. LESSOR'S DUTIES: Any damages caused by abuse or neglect of LESSEE shall be repaired at the sole cost and expense of LESSEE. 15. RIGHT OF ENTRY: LESSOR reserves the right to enter on the Premises at reasonable times to inspect the same or make additions, alterations, or modifications after at least a twenty-four (24) hour notice to LESSEE indicating the purpose for which LESSOR desires the inspection. LEASE AGREEMENT- CHAMBER AND CITY PAGE3 or 5 ---PAGE BREAK--- 16. A ITORNEY FEES: In the event legal action is instituted by either of the parties hereto to enforce this Lease, or any part thereof, the prevailing party in such action shall be entitled to recover from the losing party all reasonable attorney fees plus costs and disbursements of such action. Should LESSOR use the services of an attorney to collect any accrued rent or to enforce any other actions in connection with this Lease, LESSEE shall reimburse LESSOR for all reasonable attorney fees incurred as a result of such action. 17. POSSESSION: LESSEE shall be given possession of the above-described Premises on or before the 1st day of April, 2010. It being understood that any and all remodeling will be presented to and approved by LESSOR in writing before the same is commenced by LESSEE and will be at the sole expense of LESSEE. 18. LAW AND ORDINANCES: LESSEE shall not permit on the Premises any unlawful act or any condition, act or thing constituting a nuisance or permit any act that shall annoy, harass, disturb or imperil other occupants of said building. LESSEE shall abide by all rules, regulations, and ordinances issued by the City of Moscow, County of Latah, and State of Idaho or other governing authority. 19. BUILDING SECURITY: LESSOR will provide access to the Leased Premises located at 411 South Main Street, Moscow, Idaho. Access to the building is limited to any and all times necessary to conduct the business of office/equipment storage by LESSEE. Any loss, damage, theft or nuisance resulting from misuse of access will result in default of said Lease. Any loss or cost incurred to LESSOR resulting from misuse of access, including, but not limited to, any legal fees, will be the responsibility of the LESSEE. 20. WAIVER: Any failure to enforce any part of this Lease by LESSEE shall not be construed to be a waiver of any other covenant or promise contained in this Lease. 21. BREACH: In the event of any breach or default of this Lease by LESSEE, in addition to all other remedies or rights, LESSOR shall have the immediate right of re-entry and may remove all persons and property from the Premises and may, at its option, either terminate this Lease by appropriate written notice to LESSEE, or without tetminating the Lease, relet the Premises on such tenns and conditions as LESSOR may deem advisable. All notices of such default or breach shall be given in writing to LESSEE, either personally or by depositing the same in the United States mail, addressed to LESSEE at the street address of the business described herein and shall expressly state the nature of such default and shall allow said default to be cured within ten (1 0) days. All remedies herein conferred on LESSOR shall be deemed cumulative and no one exclusive of the other or any other remedy conferred by law. It is expressly agreed that time is of the essence of each and every part of the Lease. 22. SALE OF THE PREMISES: In the event of a sale or conveyance of any interest by LESSOR of the building containing the demised Premises, LESSOR shall transfer property subject to all of the terms and conditions of this Lease. In such event, LESSEE agrees to look solely to the responsibility of the successor in interest of LESSOR in and to this Lease. 23. TERMINATION: Either LESSOR or LESSEE shall have the right to terminate this Lease upon sixty (60) days advance written notice sent certified mail to the address herein. 24. HEIRS AND ASSIGNS: This Lease and all the terms and conditions herein contained shall inure to the benefit of and be binding upon the heirs, executors, administrators and assignees of the parties hereto. LEASE AGREEMENT- CHAMBER AND CITY PAGE4 OF 5 ---PAGE BREAK--- This Lease contains the entire agreement of the parties regarding the Premises and no modification thereof or statements or representations and connections herewith shall be effective or binding on either party unless the same is reduced to writing, signed by LESSOR and LESSEE and attached hereto. IN WITNESS WHEREOF, the parties have caused these presents to be executed as of the day and year first above written. LESSOR Moscow Chamber Foundation, Inc. Moscow Chamber of Commerce, Inc. STATE OF IDAHO ) f r ) ss. County of ) LESSEE City of Moscow, Idaho On this 'day of I , 2010, before me, this undersigned, a Notary Public in and for said State, personally appeareacker, known and identified to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same as the duly authorized representative for Moscow Chamber Foundation, Inc./Moscow Chamber of Commerce, Inc. IN WITNESS WHEREOF, I have hereunto set my hand and notary seal on t written. Notary P Residing in My commission expires: LEASE AGREEMENT- CHAMBER AND CiTY PAGES OF 5