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2015-19RESOLUTION NO. 2015- 19 COUNCIL MEMBER WOLFF INTRODUCED THE FOLLOWING RESOLUTION: WHEREAS, the Mayor and City Council has authorized the design of a new Library and Technology Center to be built on Lot 86 of Deerfield subdivision; and WHEREAS, the Mayor and City of Blair has sold Lot 86 in the Deerfield subdivision for $250,000 which shall be set aside for purchase of Library Equipment for the new Library and Technology Center; and WHEREAS, the Mayor and City Council has authorized the Blair Public Library Foundation to enter into construction contracts for the site work and utilities installation for the proposed new Library and Technology Center; and WHEREAS, the current estimated cost to be financed for the new Library is $3,700,000 for an estimated 24,965 sq. ft., which deletes from the original design an estimated 2808 sq. ft. previously included for the Danish American Archives Library; and WHEREAS, the City of Blair and Blair Public Library Foundation both desire to enter into a lease agreement to move ahead with the proposed construction of the Library and Technology Center; and WHEREAS, the Mayor and City Council agree that it is in the best interest of the Citizens of the City of Blair to proceed with the lease agreement and construction of the new Library and Technology Center. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF BLAIR, that the Lease agreement with the Blair Public Library Foundation attached hereto, marked Exhibit "A" and by this reference made a part hereof as though fully set forth herein is hereby approved by the City of Blair, Nebraska with the following conditions. 1. The Library planning committee shall present the City Council with a final construction plan for approval prior to bidding for the construction of the new Library and Technology Center not to exceed 24, 965 sq. ft. 2. The final estimated annual lease payment by the City of Blair to the Blair Public Library Foundation shall not exceed $175,000 annually, unless further authorized by the City Council, and amortized over 40 years at 3.5% interest rate. 3. The Foundation shall get approval from the City Council prior to the award of any bids for the Construction of the Library and Technology Center. BE IT FURTHER RESOLVED THAT THE MAYOR AND CITY CLERK OF THE CITY OF BLAIR, NEBRASKA, are hereby authorized to execute and deliver, on behalf of the City of Blair, Nebraska, any documents that may be necessary for approval of said agreement. COUNCIL MEMBER WOLFF MOVED THAT THE RESOLUTION BE ADOPTED AS READ, WHICH SAID MOTION WAS SECONDED BY COUNCIL MEMBER JENSEN. UPON ROLL CALL, COUNCIL MEMBERS VOTING "AYE" SHEPARD, STEWART, WILLIS, WOLFF, JENSEN AND ANDERSEN AND COUNCIL MEMBERS HALL VOTING "NAY ", THE MAYOR DECLARED THE FOREGOING RESOLUTION PASSED AND ADOPTED THIS 23RD DAY OF JUNE, 2015. ATTEST: BRENDA R. WHEELER, CITY CLERK (SEAL) STATE OF NEBRASKA ) ):ss: WASHINGTON COUNTY ) CITY OF BLAIR, NEBRASKA BY 1^ 0� � "S REALPH, MAY R BRENDA R. WHEELER, hereby certifies that she is the duly appointed, qualified, and acting City Clerk of the City of Blair, Nebraska, and that the above and foregoing Resolution was passed and adopted at a regular meeting of the Mayor and City Council of said City held on the 23rd day of June 2015. BRENDA R. WHEELER, CITY CLERK This LEASE AGREEMENT, dated as of the 0 day of June, 2015 (this "Lease ") is by and between BLAIR PUBLIC LIBRARY FOUNDATION, a nonprofit corporation duly organized and existing under the laws of the State of Nebraska, as lessor ( "Lessor "), and the CITY OF BLAIR, NEBRASKA, as lessee ( "Lessee "). RECITALS 1. Lessor is the owner of certain real property described on Exhibit "A" attached hereto (the "Real Estate ") upon which Lessor intends to construct a building to be used as a public library and related facilities (the "Improvements "). 2. Lessee is a city of the first class and political subdivision duly organized and existing under the laws of the State of Nebraska with full power and authority to enter into this Lease pursuant to Section 19 -2421, Reissue Revised Statutes of Nebraska, as amended (the "Act ") and to operate a public library therein. 3. Lessee has determined that it is necessary, desirable, advisable, and in the best interest of Lessee that the Improvements (hereinafter defined) be constructed and acquired and leased by Lessor to Lessee upon the terms and conditions set forth in this Lease. NOW, THEREFORE, IN CONSIDERATION of the premises and the mutual covenants as and agreements set forth herein, the Lessor and the Lessee do hereby covenant and agree as follows: ARTICLE I DEFINITIONS The following words and phrases used in this Lease have the following meanings, unless the context or use indicates another or different meaning or intent: "Additional Rent" means the amounts payable by the Lessee pursuant to Section 3.2. "Lease" means this Lease Agreement and all amendments and supplements thereto. "Basic Rent" means the amounts specified in Section 3.1, payable by the Lessee as provided in Section 3.1. "Improvements" means the improvements to be constructed upon the Real Estate and are presently anticipated to consist of those improvements thereon described in Exhibit `B" (subject to change in accordance with the terms of the final plans and specifications as approved by Lessor and Lessee and in accordance with the terms of the Construction Contract (defined in Section 5.1 below) including any change orders thereto. "Premises" means the library property. "Term" means the initial term of this Lease as specified in Section 2.2, and any Extension Terms, if exercised by Lessee as provided in Section 2.3. "USDA" shall mean the United States Department of Agriculture. " USDA Loan" means the proceeds loaned to the Lessor pursuant to the USDA Rural Development Loan dated between the Lessor and the USDA. ARTICLE II GRANTING OF LEASEHOLD AND TERM Section 2.1 Subject to the terms and conditions hereof, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, for an Initial Term described in Section 2.2 below, the Premises. The lease of the Premises includes the right of the Lessee and Lessee's employees, agents, contractors, licensee and invitees to utilize the common areas and limited common areas appurtenant to the Premises for any purpose allowed by the Declaration. Section 2.2 The Term of this Lease shall commence upon the substantial completion of the Improvements, execution of a certificate of acceptance by Lessee and the issuance of a certificate of occupancy and, unless sooner terminated as provided here, shall end on the last day of the four hundred eighth (480 full month thereafter ( "Initial Term "). Section 2.3 Provided this Lease is not in default beyond applicable cure periods and remains in full force and effect, Lessee shall have the option to extend the Term of this Lease for two (2) additional consecutive twenty (20) year terms (each an "Extension Term "). Each option to extend the Lease Term shall be exercised by written notice to the Lessor, given at least ninety (90) days prior to the expiration of the then current Term. ARTICLE III RENT Section 3.1 Lessee shall pay the Lessor, in advance on the first day of each month during the Term, Basic Rent in the amount equivalent to the Lessors payments under the USDA Rural Development Loan. In the event that the Term commences on a date other than the first day of the month, then at the date the Lease Term commences, Lessee will pay to Lessor the prorated rental due for the period from the date of commencement to the last day of that same month. Thereafter, the Basic Rent shall be paid on the first day of each month during the Term. It is the intention of the Lessor and the Lessee that the Basic Rent herein specified shall be net to the Lessor in each year during the term of this Lease, that all costs, expenses and obligations of every kind (except as otherwise specifically provided in this Lease) that may arise or become due with respect to the Premises during the term of this Lease, shall be paid by the Lessee and that the Lessor shall be indemnified by the Lessee against all such costs, expenses and obligations. In addition to Basic Rent, the Lessee agrees to pay as Additional Rent the items set forth in Section 3.2. Section 3.2 Lessee shall pay as Additional Rent all impositions (as defined in Article VII hereof), costs, expenses, liabilities, obligations and other payments of whatever nature that the Lessee has agreed to pay or assume under the provisions of this Lease. If at any time any amount paid by the Lessee to the Lessor as Additional Rent is or becomes in excess of the amount required for the purpose for which it was paid, such excess amount shall be refunded to the Lessee. Additional Rent shall include fiinding of a USDA extension reserve account as required in Lessors the USDA Rural Development Loan obligation. Section 3.3 All payments of Basic Rent and Additional Rent shall be made by Lessee, on or before the date the same shall become due, without notice or demand, and without abatement or setoff except as specifically allowed herein, irrespective of whether the Lessee shall have taken possession of any part of the Premises, or of the right of temporary use of all or part thereof, change in the Lessor's legal organization or status, or any loss or damage to the Premises from any cause whatsoever, none of which shall relieve the Lessee of the liability for payment of Basic Rent and Additional Rent as herein provided, except as condemnation proceeds may be applied on Basic Rent as herein specifically permitted. Section 3.4 Any payment of Basic Rent not paid when due shall bear interest at the rate of 5% per annum beginning ten (10) days after the due date thereof. Section 3.5 In the event that Lessor fails to pay any amount due on any obligation that is secured by the Real Estate, Lessee may, but shall not be obligated to, pay such amount, and the amount so paid may be deducted from any installment of Basic Rent due hereunder. ARTICLE IV COLLATERAL ASSIGNMENT OF LEASE Section 4.1 The Lessee accepts notice that this Lease and the Basic Rent and Additional Rent payable to the Lessor under this Lease may be assigned to USDA as collateral security for the USDA Loan. Lessor will promptly notify Lessee of any such collateral assignment. The Lessor and any subsequent Lessor have and may exercise all rights and remedies of the Lessor provided for in this Lease. No transfer or assignment of this Lease shall be effective except pursuant to a written assignment in form satisfactory to Lessee and recordation of such assignment in the Office of the Register of Deeds of Washington County, Nebraska. Section 4.2 At Lessor's option, this Lease shall be subordinate to any future mortgage or deed of trust (a "Mortgage ") by Lessor which from time to time may encumber all or part of the Real Estate and Improvements; provided, however, as a condition precedent to Lessee being required to subordinate its interest in this Lease to any future Mortgage covering the Property, Lessor shall obtain for Lessee's benefit a non - disturbance and attornment agreement in the form reasonably satisfactory to Lessee, and containing the terms described below (the "Non- Disturbance Agreement "), and shall recognize Lessee's right to remain in occupancy of and have access to the Premises and the common areas and limited common areas as long as Lessee is not in default of this Lease beyond applicable notice and cure periods. The Non - Disturbance Agreement shall include the encumbering party's ( "Lender's ") agreement that, if Lender or its successor -in- interest or any purchaser of Lender's or its successor's interest (a "Purchaser ") acquires an ownership interest in the Property, Lender or such successor -in- interest or Purchaser will (1) honor all of the terms of the Lease, (2) fulfill Lessor's obligations under the Lease, and (3) promptly cure all of the then - existing Lessor defaults under the Lease. Such Non - Disturbance Agreement must be binding on all of Lender's participants in the subject loan (if any) and on all successors and assigns of Lender and /or its participants and on all Purchasers. In return for such Non - Disturbance Agreement, Lessee will execute an agreement for Lender's benefit in which Lessee (1) confirms that the Lease is subordinate to the Mortgage or other real property interest in favor of Lender, (2) agrees to attorn to Lender if Lender becomes the owner of the Property and (3) agrees to accept a cure by Lender of any of Lessor's defaults, provided such cure is completed within the deadline applicable to Lessor. ARTICLE V CONSTRUCTION OF IMPROVEMENTS Section 5.1 Lessor agrees to construct the Improvements pursuant to a construction contract or contracts (collectively, the "Construction Contract ") between Lessor and the contractor(s) constructing the Improvements (collectively, the "Contractor "). The Improvements shall be constructed in a good and workmanlike manner and in material compliance with the plans and specifications approved by Lessee and in compliance with all applicable laws, ordinances, regulations and codes. Lessor and Lessee may, by separate agreement, appoint Lessee as Lessor's agent for purposes of administering the Construction Contract on behalf of Lessor and for the purposes of authorizing disbursements of proceeds of the USDA Loan and of Lessor's funds to pay amounts due thereunder. All plans and specifications for the Improvements are subject to the written approval of the Lessee, which will not be unreasonably withheld, conditioned or delayed. Section 5.2 The Lessor and the Lessee agree that the Lessor shall use the proceeds of the USDA Loan to pay the cost of constructing and equipping of the Improvements. The Lessee hereby acknowledges and agrees that the Lessor shall not in any event be obligated to pay or provide for the payment of any funds for the acquisition, construction or equipping of the Improvements and issuance expenses, in excess of the total amount of the USDA Rural Development Loan dated between the Lessor and the USDA. The Lessee acknowledges and agrees that it will bear any costs of acquiring furniture, fixtures and equipment for the Improvements that are needed to operate the public library once Lessor has spent all of the Maximum Lessor Expenditure for acquisition, construction or equipping of the Improvements. Section 5.3 Upon completion of the construction of the Improvements, and acceptance thereof by the Lessee, the fact of such completion and acceptance shall be evidenced by a Certificate of Acceptance signed by the Lessee. ARTICLE VI COVENANTS OF THE LESSEE Section 6.1 The Lessee covenants that it is a city of the first class and political subdivision duly organized and existing under the laws of the State of Nebraska with full power and authority to enter into this Lease pursuant to the Act, and that it has taken all actions necessary to validly enter into this Lease. Section 6.2 The Lessee covenants and agrees that throughout the term of this Lease it will observe all budget and spending limitations now or hereafter imposed by law in such a manner that a sufficient portion of its tax levy or other money shall be available to pay all rentals due hereunder. Section 6.3 The Lessee has complied with all bidding requirements, if necessary, and any and all appropriations, funding, notice, hearing or other requirements under law, and no other consent, approval or ratification of the terms hereof are necessary for this Lease to be valid. M 1' The Lessee shall pay prior to delinquency all taxes and assessments, general and special, or other governmental charges and impositions on or related to the Premises, or any part thereof, which become due or payable or are assessed during the term of this Lease (collectively, the "Impositions "). The Lessor shall promptly forward to the Lessee any notice, bill or other advice received by the Lessor concerning any Imposition. Lessee shall have the right to contest any such Impositions at its cost and Lessor shall cooperate with Lessee in contesting such Impositions. The Lessee shall provide funding of the USDA extension replacement reserve account. Any payments made directly to the USDA shall be accomplished through electronic means (PAD). ARTICLE VIII REPAIR, MAINTENANCE AND ALTERATIONS Section 8.1 The Lessee shall keep the Premises and all parts thereof in good condition and repair during the term of this Lease. Section 8.2 The Lessee agrees to pay for and indemnify and save the Lessor harmless against any and all costs, expenses, liabilities or damages relating to the operation, maintenance, use and upkeep of the Premises, and shall obtain all required permits and licenses for the operation of the Premises for the purposes herein set forth. Section 8.3 The Lessee shall have the right, at its own expense, to make additions, alterations and changes in or to the Premises as it determines its discretion. All alterations, additions and improvements shall be deemed a part of the Premises subject to this Lease and, upon termination of this Lease, shall be surrendered to the Lessor, subject to the provisions of Article XVIII concerning conveyance to the Lessee. Section 8.4 It is the intention of the parties that the Lessor have no obligation for any cost in connection with the Premises or Improvements beyond the Maximum Lessor Expenditure described in Section 5.2 above, that the Basic Rent due hereunder be net to the Lessor, and that this Lease be construed accordingly. Section 8.5 At and upon the expiration or earlier termination of this Lease, Lessee shall surrender and deliver to Lessor immediate possession of the Premises in good condition, reasonable were and tear and damage by casualty excepted. Lessee may, at any time during the Term hereof, and shall, upon termination or expiration of this Lease, remove from the Premises any trade fixtures, machinery, or equipment belonging to Lessee, provided that Lessee shall repair any damage to the Premises caused by such removal. 11Z 11 Section 9.1 During the Term of this Lease, the Lessee shall, at the Lessee's expense, keep the Premises insured against loss or damage by fire and extended coverage perils in an amount not less than the full insurable value thereof, with such insurance to be under policies issued by responsible insurers authorized to do business in the State of Nebraska, with deductibles not to exceed the requirements of the USDA Rural Development Loan dated between the Lessor and the USDA. Such insurance policies shall name the Lessor and the Lessee as insureds as their respective interests may appear, but so long as the Lessee is not in default hereunder, any loss shall be adjusted by and paid to the Lessee. The Lessee hereby agrees to provide such evidence of the insurance required by this Section as may be requested by the Lessor. Section 9.2 Upon the occurrence of any damage covered by the insurance required by Section 9.1, the proceeds of such insurance shall be used to repair, replace or reconstruct the Premises as may be directed by the Lessee. The Lessee agrees that if the available proceeds are insufficient to fully restore the Premises to the condition existing prior to the loss, such insufficiency shall not constitute any default of the Lessor and the Lessor shall have no responsibility to provide funds for such purpose beyond the funds available from such insurance, and further that such insufficiency shall not relieve the Lessee of the responsibility for payment of all Basic Rent and Additional Rent as provided hereunder, unless Lessee shall elect to provide to the Lessor funds sufficient to pay all Basic Rent and Additional Rent then outstanding. Section 9.3 Lessee shall, at its cost and expense, at all times during the Term, maintain in force, for the joint benefit of Lessor and Lessee, commercial general liability insurance issued by a carrier reasonably satisfactory to Lessor and licensed to do business the State of Nebraska with a Best's Insurance Guide Rating of A +, by the terms of which Lessor and Lessee are named as insureds and are insured against liability for damage or injury to the property or person (including death) of any person entering upon or using the Premises. Such insurance policy or policies shall be maintained on the minimum basis as required within the USDA Rural Development Loan dated between the Lessor and the USDA. Lessor reserves the right to require reasonable increases in the limits of coverage from time to time during the Term consistent with commercially reasonable practices for similar facilities in the same geographic area and consistent with cost of living increases as reflected in the United States Department of Labor Bureau of Labor Statistics cost of living indices applicable to the geographic area in which the Premises are located. This maximum deductible amount shall also be so adjusted from time to time based upon such cost of living indices. Such insurance policy or policies shall be stated to be primary and noncontributing with any insurance which may be carried by Lessor. A certificate of said insurance, together with proof of payment of the premium thereof shall be delivered to Lessor at the Commencement of the Term, effective from and after such commencement date, and renewal certificates and proof of payment of premium therefor shall be delivered to Lessor not less than fifteen (15) days prior to the renewal date of any such insurance policies during the Term and any extension thereof. Such insurance shall be endorsed to be cancelable only after thirty (30) days' prior written notice to Lessor and Lessee. Section 9.4 Lessor and Lessee and all parties claiming under them mutually release and discharge each other from all claims and liabilities arising from or caused by any casualty or hazard covered or required hereunder to be covered in whole or in part by the casualty and liability insurance on the Improvements or Premises or in connection with any activities conducted on the Premises, and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof to the extent of insurance proceeds collected or collectable thereunder. Waiver of subrogation shall be evidenced by endorsement to the required insurance policies. This waiver or subrogation shall not operate in any case where the effect is to invalidate or increase the cost of such insurance coverage (provided that in the case of increased cost, the other party shall have the right, within thirty (30) days following written notice, to pay such increased cost, thereby keeping such release and waiver in full force and effect). G'! ARTICLE X :WSPECTION OF PREMISES BY Upon at least twenty -four hours prior notice, the Lessor may inspect the Premises during usual business hours as may be reasonably necessary for the protection of the Lessor's interest or to examine the Premises for the performance of any work therein made necessary by reason of the Lessee's default under any of the provisions of this Lease. ARTICLE XI INDEMNIFICATION BY THE LESSEE To the extent permitted by law, the Lessee shall indemnify and save the Lessor harmless, against and from all claims by or on behalf of any person, firm, or corporation, including the Lessee itself, arising from the Lessor's acquisition and ownership of the Premises, including but not limited to: (a) any condition of the Premises; (b) any breach or default on the part of the Lessee in the performance of any of its obligations under this Lease; (c) any act or negligence of the Lessee or of its officers, agents, contractors, servants, employees, or licensees relating to the Premises; (d) any accident, injury, or death of any person or damage to any property occurring in or about the Premises; (e) the failure of the Lessee to comply with any requirement of any governmental authority relating to the Premises; (f) any construction lien or security agreement filed against the Premises or any part thereof; or (g) the Lessor's perfonnance of, or the failure of the Lessor to perform, any obligation to be performed hereunder. To the extent permitted by law, the Lessee shall indemnify and save the Lessor harmless from and against all costs and expenses incurred in or in connection with any such claim arising as provided or in connection with any action or proceeding brought thereon. Upon notice from the Lessor, the Lessee shall defend them or either of them in any such action or proceeding. ARTICLE XII LESSOR'S PERFORMANCE OF LESSEE'S OBLIGATIONS If the Lessee fails to keep or perform any of its obligations provided for in this Lease, then the Lessor may (but shall not be obligated to do so) upon the continuance of such failure on the Lessee's part for thirty (30) days after written notice to the Lessee, and without waiving or releasing the Lessee from any obligation, as an additional but not exclusive remedy, make any payment or perform any obligation, and all sums paid by the Lessor in performing such obligation shall be deemed Additional Rent and shall be paid to the Lessor, on demand or, at the Lessor's option, may be added to any installment of Basic Rent thereafter falling due, and if not so paid by the Lessee, the Lessor shall have the same rights and remedies as in the case of default by the Lessee in the payment of Basic Rent. ARTICLE XIII DAMAGE OR DESTRUCTION Section 13.1 If the Premises are damaged from any cause whatsoever, the Lessee shall, at the Lessee's expense, promptly and with reasonable diligence proceed to repair or replace the Premises to the extent required so that, in the judgment of the Lessee, the Premises shall be suitable for use for its purpose as required by the Lessee. Insurance money may be used for such repair, replacement or reconstruction as provided in Article VIII hereof, or for the prepayment of all or part of the Basic Rent and Additional Rent due hereunder. Lessee shall be liable for and bear any deficiency (which shall include any policy deductible if the resulting insurance proceeds are insufficient for defraying all costs of restoration). In the event the cost of repair of such casualty loss exceeds 50% of the actual insured value of the Improvements, immediately preceding such loss, or in the event a Mortgagee applies any insurance proceeds to payment of the Mortgage, Lessee may elect to not reconstruct the Improvements. In such it event, Lessee may use any available insurance proceeds to demolish any remaining Improvements, clear the Premises of any building materials from such Improvements, and then surrender the Premises to Lessor. In that event, this Lease shall terminate as of the date Lessee surrenders the Premises as provided herein. If a Mortgagee on the Real Property applies any insurance proceeds to the indebtedness and sums secured by the Mortgage, and Lessee elects to reconstruct the Improvements, then Lessee shall bear, and shall be responsible for securing alternative sources of financing for, the restoration costs that would otherwise be defrayed from those insurance proceeds. If said insurance proceeds are not used in any of the ways stated herein, they will be paid over to Lessee. Section 13.2 No damage to or destruction of the Premises or any part thereof from any cause whatsoever shall reduce or affect the Lessee's obligation to pay Basic Rent and Additional Rent as provided in this Lease, unless the Lessee shall provide to the Lessor funds sufficient to pay all Basic Rent and Additional Rent due hereunder. ARTICLE XIV CONDEMNATION Section 14.1 If during the term hereof, the title to, or the right to temporary use of, any part of the Premises shall be taken by the exercise of the right of eminent domain and if in the opinion of the Lessee, the utilization of the Premises by the Lessee is not impaired by such taking, neither the terms nor any of the obligations of either party under this Lease shall be reduced or affected in any way and the net award or payment for such taking shall be paid to the Lessee and the Lessor shall not have any claim to such award or payment, unless the Lessee shall elect to prepay all Basic Rent and Additional Rent due hereunder. Section 14.2 If, during the term of this Lease, the title to, or the right to temporary use of, sufficient portions of the Premises shall be taken by eminent domain that in the opinion of the Lessee the use of the Premises for the Lessee's purposes shall be impaired, the net award or payment from such eminent domain taking may be applied in either of the following ways, at the Lessee's option: (a) The net award or payment may be paid to the Lessor and in such case the amount shall be considered as an advance payment by the Lessee on the Basic Rent payable tinder this Lease, or (b) The net award or payment may be applied as directed by the Lessee toward the acquisition of additional or replacement facilities to replace or supplement the portions of the Premises so taken. Proceeds realized from eminent domain actions as described herein will need to be accounted for and applied to the USDA loan by Lessor unless the proceeds are used for the replacement of areas taken by eminent domain. In any event, the taking of all or any portion of the Premises by the right of eminent domain by any governmental body shall not affect or reduce the Lessee's obligation to make payments of Basic Rent and Additional Rent as provided in this Lease, unless the Lessee shall elect to prepay all Basic Rent and Additional Rent due hereunder. ARTICLE XV ASSIGNMENTS AND SUBLEASES The Lessee may not assign its rights under this Lease or sublet the Premises or any part thereof during the term of this Lease unless the Lessee has received the written consent of the Lessor to such assignment or subletting which shall not be unreasonably withheld, conditioned* or relayed. The temporary use of portions of the Premises pursuant to a license granted by Lessee shall not be considered a subletting under this Article. 8 This Lease is made on condition that if [CONFORM TO DEFAULT PROVISIONS OF USDA LOAN] : (a) the Lessee defaults in the due and punctual payment of Basic Rent or Additional Rent and such default continues for a period as described in the USDA Rural Development Loan dated between the Lessor and the USDA after the Lessee's receipt of notice of such nonpayment from the Lessor; or (b) the Lessee defaults in the keeping or performance of any other covenant or obligation herein contained on the Lessee's part to be kept or performed, and the Lessee fails to remedy the same [within thirty (30) days after the Lessor has given the Lessee written notice specifying such default (or within such additional period, if any, as may be reasonably required to cure such default if it is of such nature that it cannot be cured within such 30-day period because of any cause beyond the control of the Lessee)], then the Lessor may, at the Lessor's election then or at any time thereafter while such event of default shall continue, give the Lessee written notice of intention to terminate this Lease and the term herein provided for on a date specified therein, [which date shall not be earlier than thirty (3 0) days after such notice is given], and if all defaults have not been cured on the date so specified, then the Lessee's rights to possession of the Premises shall cease and the term and this Lease shall thereupon be terminated, and the Lessor may re -enter and take possession of the Premises as of the Lessor's former estate; or, as an alternative remedy, the Lessor may, without terminating the term of this Lease, re -enter as above provided or take possession pursuant to legal proceeding or pursuant to any notice provided for by law and thereafter shall use reasonable diligence to re -let the Premises, or part thereof, for such term or terms, and at such reasonable rental or rentals and upon such other terms and conditions as the Lessor may deem advisable, with the right to make alterations and repairs to the Premises; and no such re -entry or taking of possession of the Premises by the Lessor shall be construed as an election on the Lessor's part to terminate this Lease unless the termination thereof be decreed by a court of competent jurisdiction, and no such repossession by the Lessor shall relieve the Lessee of its obligation to pay Basic Rent and Additional Rent or of any of its other obligations under this Lease, all of which shall survive such repossession, and the Lessee shall continue to pay the Basic Rent and all Additional Rent provided for in this Lease until the end of the term and whether or not the Premises shall have been re -let, less the net proceeds, if any, of any re- letting of the Premises after deduction of all of the Lessor's expenses in or in connection with such re- letting, including without limitation all repossession costs, brokerage commissions, legal expenses, attorney's fees, expenses of employees, alteration costs, and expenses of preparation for re- letting. Having elected to re -enter or take possession of the Premises without terminating this Lease or the term herein provided for, the Lessor may by notice to the Lessee given at any time thereafter while the Lessee is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under this Lease, elect to terminate this Lease and the term then in effect on a date to be specified in such notice, which date shall be not earlier than ten days after the giving of such notice, and if all defaults of the Lessee shall not have been cured, on the date so specified, then the term and this Lease shall thereupon be terminated. If, in accordance with any of the foregoing provisions of this Article XVI, the Lessor shall have the right to elect to re -enter and take possession of the Premises, the Lessor may enter and expel the Lessee and those claiming through or under the Lessee and remove the property and effects of both or either (forcibly if necessary) without being deemed guilty of any manner of trespass and without prejudice to any remedies for arrears of rent or preceding breach of covenant. 6 ARTICLE XVII REMEDIES TO BE CUMULATIVE (No Implied Waiver) The Lessor and the Lessee shall each be entitled to specific performance and injunctive or other equitable relief for any breach or threatened breach of any of the provisions of this Lease, notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to raise such defense in any proceeding in equity. The specific remedies provided for in this Lease are cumulative and not exclusive of any other remedy. The failure of either party to insist in any one or more cases upon strict performance shall not be construed as a waiver or relinquishment for the future. No acceptance of rent with knowledge of any default shall be deemed a waiver of such default. ARTICLE XVIII MISCELLANEOUS Section 18.1 If any provision of this Lease shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case, for any reason, such circumstances shall not have the effect of rendering the provision in question inoperative and unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained, invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Lease contained shall not affect the remaining portions of this Lease or any part thereof. Section 18.2 So long as Lessee performs and observes all of its promises and obligations under this Lease, it shall peaceably and quietly have, hold and enjoy the use of the Premises during the Term of this Lease, subject to all the terms and provisions of this Lease. Section 18.3 Lessee will, at any time and from time to time, upon not less than 20 days' prior request by Lessor, execute, acknowledge, and deliver to Lessor a statement in writing, executed by the Lessee, certifying that this Lease is unmodified and in full effect (or, if there have been modifications, that this Lease is in full effect as modified, and setting forth such modifications) and the dates to which the Basic Rent, and other sums payable hereunder have been paid, and either stating that to the knowledge of the signer of such certificate, no default exists hereunder, or specifying each such default of which the signer may have knowledge; it being intended that any such statement by Lessee may be relied upon by the Mortgagee or by any prospective purchaser of the Premises. Section 18.4 No failure by Lessor or Lessee to insist upon the strict performance of any term, covenant, or agreement contained in this Lease or to exercise any right or remedy in connection therewith, and no acceptance of full or partial payment during the continuance of any default by Lessee or default by Lessor, shall constitute a waiver of any such term, covenant, or agreement or any such right or remedy for any such default by Lessee or default by Lessor, it being understood and agreed by the parties hereto that any such waiver shall be effective only to the extent expressly and specifically set forth in a written instrument executed by the party against whom such waiver is sought, unless a consent or waiver is deemed to have occurred under another provision of this Lease. Any waiver of a default by Lessee or default by Lessor or any right or remedy applied thereto shall not serve to waive any other default by Lessee or default by Lessor or the same default by Lessee or default by Lessor arising in the future or other rights or remedies or the same rights or remedies as applied to any future default by Lessee or default by Lessor. 10 Section 18.5 Except as otherwise specifically provided herein, any notice, request, consent, complaint, demand, communication or other papers, shall be sufficiently given and shall be deemed given when hand delivered, sent by nationally recognized air courier providing proof of delivery or mailed by registered or certified mail, postage prepaid, or sent by facsimile or other similar electronic communication addressed to the parties as follows: Lessee: City of Blair 218 South 16 Street Blair, NE 68008 Lessor: Blair Public Library Foundation 210 South 17 Street Blair, NE 68008 The above parties may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates or other communications shall be sent. Section 18.6 If the date of payment of any Basic Rent or Additional Rent shall be a Saturday or Sunday or a legal holiday on which banking institutions are authorized by law to close in the City of Blair, Nebraska, then payment of Basic Rent or Additional Rent shall be made on the succeeding business day with the same force and effect as if made on the date specified herein. Section 18.7 This Lease shall not be recorded but at Lessor's or Lessee's request both Lessor and Lessee shall execute one or more memoranda or short form leases to evidence and represent the provisions of this Lease for recording in the office of the Register of Deeds of Washington County, Nebraska. Lessor agrees to execute and deliver such memoranda or short form in recordable form, in a form approved by Lessor in its reasonable discretion. Section 18.8 This Lease may be amended by the Lessor and the Lessee only by an amendment in writing duly executed by the parties hereto. Section 18.9 This Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 18.10 This Lease shall be governed by and construed in accordance with the laws of the State of Nebraska. [The remainder of this page intentionally left blank.] 11 IN WITNESS WIIEREOF, Lessor has caused this Lease to be signed in its name and behalf by its authorized officer, and Lessee has caused this Lease to be signed in its name and behalf by its Mayor and City Cleric, this Lease to be effective as of the date of its execution and delivery. CITY OF BLAIR, NEBRASKA, Lessee B Ma or ATTEST: By: Clerk 12 EXHIBIT A TO LEASE AGREEMENT REAL ESTATE Lot 86, Deerfield Addition, City of Blair, Washington County, Nebraska 13 EXHIBIT ', LEASE AGREEMENT IMPROVEMENTS [ATTACH PLAN OR DESCRIPTION] 14