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LEASE AGREEMENT THIS AGREEMENT is made this day of 1995, between the CITY OF MOSCOW, a municipal corporation of the State of Idaho (hereinafter the "City"), and the LATAH COUNTY FREE LIBRARY DISTRICT (hereinafter the WHEREAS, the City of Moscow is a member of the Latah County Free Library District pursuant to a duly conducted election having taken place on November 2, 1993; and WHEREAS, the City owns a library building located at 110 South Jefferson Street in the City of Moscow, Idaho (hereinafter the "Library"); and WHEREAS, the City and desire to enter into an agreement by which will occupy and lease the Library and will operate the same for the benefit of the citizens of the City of Moscow and and WHEREAS, such agreement is authorized by Idaho Code 50-301 et seq, 33-2601 et seq, 33-2701 et seq, and other provisions of the Idaho Code; NOW, THEREFORE, the parties agree as follows ARTICLE I. PURPOSE In order to provide for library services to the residents of the City of Moscow, and to provide optimal housing for such library, the City agrees to allow to lease, use and occupy the Library for the sole purpose of conducting library operations and for no other purpose, and shall operate the library in conformance with best practices. ARTICLE II. TERM This Agreement shall commence on the I st day of October, 1994, notwithstanding the date executed, and shall continue in full force and effect until September 30, 2004, unless terminated earlier in conformance herewith. ARTICLE III. LEASE PAYMENT shall pay to the City, as compensation for the lease, use and occupation of the Library, One Dollar 00) per year for each year this Agreement is in effect. LEASE AGREEMENT 95-17 ---PAGE BREAK--- ARTICLE IV. CITY AGREEMENT In consideration of the premises and promises made herein, the City agrees to allow to occupy the Library building and its appurtenances for the sole purpose of conducting library operations in accordance with best practices and according to law. ARTICLE V. AGREEMENT agrees to provide library services to the City of Moscow and the Latah County Free Library District 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. ARTICLE VI. NO OWNERSHIP shall obtain no ownership interest in the Library or its grounds by the execution of this Agreement nor by its lease, use or occupation of the Library. This lease shall not be subject to any proceeding for the benefit of creditors. ARTICLE VII. BUILDING MAINTENANCE The parties shall perform repair and maintenance on the Library building m accordance with the following delegation of responsibilities A City's Responsibilities I. The City shall be responsible for major repairs to the Library building. For purposes of this Agreement "major repairs" shall be defined as structural repairs to the Library 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 sidewalks and water, sewer and irrigation lines appurtenant to the Library building. 3. The City shall be responsible for water, sewer, and garbage service costs for the Library. 4. The City shall be responsible for snow removal from the Library parking lot. LEASE AGREEl'v!ENT 2 ---PAGE BREAK--- B. Responsibilities. 1. shall be responsible for minor repairs to the Library building. For purposes of this Agreement, "minor repairs" shall be defined as the repair, maintenance or replacement of, but not limited to the following computers, telephone system, fire extinguishers, windows, and electrical bulb fixtures 2. 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. 3. 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. 4. shall be responsible for electrical service costs for the Library. 5. shall be responsible for snow removal from Library grounds, including all sidewalks on or adjacent to the Library grounds. It may be agreed between the parties that the may request labor assistance from the City in discharging 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 City shall submit invoices representing time spent in the performance of such assistance to and shall remit payment for such invoices within 20 days of receipt thereof It shall be the responsibility of to give prompt and timely notice to the City of the occurrence of any conditions which are the responsibility of the City to repair, maintain or replace by the terms of this Agreement Failure of to give such timely notice shall be deemed material and may be considered by the City as a breach of this Agreement. ARTICLE VIII. INSURANCE warrants that it shall obtain and will maintain at its expense for the duration of this Agreement, statutory worker's compensation coverage, employer's liability and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have at a minimum a coverage of at least Five Hundred Thousand Dollars ($500,000 00) per claim and One Million Dollars ($1,000,000.00) aggregate. The amounts of such insurance shall not be deemed as a limitation of the indemnity and hold LEASE AGREEMENT 3 ---PAGE BREAK--- harmless covenant contained herein, and in the event the City becomes liable for an amount in excess of such insurance coverage, shall indemnifY and hold the City free and harmless for the whole thereof shall furnish the City with policies or certificates of insurance to demonstrate that has procured such insurance and the City has been named as an additional insured therein. Such policies or certificates 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) 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 building and fixtures. Such insurance shall not extend to the contents of the Library building. 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 by the terms of this Agreement It is understood by the parties that employees of 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. INDEMNIFICATION waives any and all claims and recourse against the City, 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 performance of this Agreement, except for liability arising out of the sole negligence of the City or its officers, agents or employees. Further, shall indemnifY, hold harmless and defend the City against any and all claims, demands, damages, costs, expenses or liabilities arising out of performance of this agreement, except for liability arising out of the sole negligence of the City or its officers, agents or employees LEASE AGREEMENT 4 ---PAGE BREAK--- ARTICLE XI. MODIFICATION AND 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. may not subcontract or assign its rights or duties ansmg 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, shall vacate the Library premises and grounds prior to the terminate date set forth in said notice. Then and in that event agrees that it shall leave the Library building and grounds in substantially the same conditions as such existed on the commencement date of this Agreement. 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. If the City determines that has failed to comply with the terms and conditions of this Agreement, the City may terminate this Agreement in whole or in part at any time prior to the expiration of this Agreement as follows: LEASE AGREEMENT 5 ---PAGE BREAK--- I . If fails to comply with any of the terms and conditions of this Agreement, the City may give notice in writing to 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 City may, with no further notice, declare this Agreement to be terminated. shall thereafter vacate the Library building and grounds within sixty (60) days and shall be entitled to no damages of whatever nature in connection therewith. Then and in that event, shall be obligated to return the Library building and grounds to substantially the same condition as such existed prior to the date of this Agreement. 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 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 provision or part thereof ARTICLE XIV. COMPLIANCE WITH LAWS. 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 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 XVI. NO WAIVER Any failure or delay by the City or in strictly enforcing the terms of this Agreement shall not operate to waive or be deemed a waiver of the rights of the City to LEASE AGREEMENT 6 ---PAGE BREAK--- require compliance that is full and to the letter of the Agreement, or to thereafter require performance by the in strict accordance with the terms of this Agreement ARTICLE XVII. WASTE During the term of this Agreement, shall not commit, or allow to be committed, waste upon the Library building or grounds. shall make no improvements or alterations of the Library building or grounds without the written permission of the City. ARTICLE XVIII. AUTHORITY/ADDRESSES The Directors of the shall be the authorized representatives of for all purposes related to this Agreement. The Mayor of the City of Moscow shall be the authorized representative of the City for all purposes related to this Agreement. All contacts between the parties shall be made to the following Chairman/President Mayor Latah County Free Library District I I 0 South Jefferson Street Moscow, ID 83843 City of Moscow 206 East 3 rd Street P 0 Box 9203 Moscow, ID 83843-1703 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their respective duly authorized officials. THE CITY OF MOSCOW LATAH COUNTY FREE LIBRARY DISTRICT BOARD OF TRUSTEES By ATTEST Elaine Russell, City Clerk LEASE AGREEMENT ATTEST Byº\ . J 'hn Foltz, Treasu» 7