AAL-2018-DRAFT LEASE AGREEMENT

Transcription

1 LEASE AGREEMENT THIS LEASE AGREEMENT is made effective the day of, 2018, by and between KOOTENAI COUNTY, a political subdivision of the State of Idaho, organized under the laws of the State of Idaho, and hereinafter referred to as "County"; and, hereinafter referred to as the "Lessee." W I T N E S S E T H: WHEREAS, the County is the owner of the Coeur d'alene Airport, located in Kootenai County, Idaho (hereinafter referred to as the "Airport"); and WHEREAS, the Lessee desires to lease a parcel of land at the Airport for the purpose of operating and maintaining an Aircraft Storage Hangar Facility owned by Lessee and located thereon, together with its appurtenant facilities, and the County desires to grant such a lease and set forth the terms and conditions of such occupancy and use of the Airport; NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the parties hereto agree as follows: ARTICLE I PREMISES SECTION DESCRIPTION: The County hereby leases and lets to Lessee approximately square feet, more or less, of ground area, hereinafter referred to as "Premises" or "Leased Premises", as outlined on Exhibit "A" attached hereto and made a part hereof. SECTION USE OF LEASED PREMISES: Lessee covenants and agrees that Lessee's activity conducted on the Leased Premises shall be in accordance with the terms of this Lease Agreement and any subsequent amendments. The Leased Premises are to be used only for the purposes mentioned in this Lease Agreement. Lessee may not make other uses of the Leased Premises without prior written approval by the County. Lessee agrees that its use of the Leased Premises is limited to the maintenance and operation of an aircraft storage hangar and other activities reasonably incident to Lessee s ownership of such a hangar; minor aircraft maintenance; storage of aircraft and other incidental - 1 -

2 property such as parts, equipment supplies, and property carried on such aircraft; parking of Lessee-owned ground vehicles; for office space; and for no other purpose. Personal property including, but not limited to: vehicles, boats, recreational vehicles, or any other property as determined by the Airport Director, which is not used or intended for use for aeronautical purposes, shall not be parked, stored, or otherwise located on Airport property. ARTICLE II TERM SECTION TERM: The term of this Lease Agreement shall be for twenty-five (25) years and commence on the effective date of this Lease Agreement and continue through the year 2043 ("Initial Lease Term"). SECTION RENEWAL OPTIONS: Upon the agreement of Lessor and Lessee, Lessee shall have the option to renew this Lease Agreement for a twenty-five (25) year period upon the expiration of the Initial Lease Term set forth in Section 2.01 of this Lease Agreement. If either party wishes to change any terms of this Lease Agreement after the Initial Lease Term or any successive period, such party shall notify the other party thereof in writing at least ninety (90) days prior to the expiration of the lease period. If either party intends to renew or to not to renew the lease, Lessor/Lessee shall give at least ninety (90) days' written notice thereof before the end of the lease period. SECTION HOLDING OVER: Any holdover shall create a month-to-month tenancy. ARTICLE III RENTAL SECTION 3.01 INITIAL RENTAL RATES; ADJUSTMENT: Commencing on the effective date of this lease, Lessee agrees to pay the County a monthly rent of $, payable monthly in advance. The above rent is based upon ($. ) per square foot per year. The rental installment for any fractional monthly or calendar year shall be prorated. Said rent shall be reviewed every five (5) years, to become effective on July 1st of that calendar year, and shall be adjusted according to the average change in the U.S. Department of Labor and Statistics Consumer Price Index, West C, All Items Index, including revisions thereto, or a generally accepted replacement, in effect at that time. Without waiving any other right of action available to the County in the event of default in - 2 -

3 payment of rental hereunder, in the event the Lessee is delinquent for a period of thirty (30) days or more in paying to the County any rental payable to the County pursuant to this Agreement, Lessee agrees to pay the County a late charge for each such delinquent payment equal to five percent (5%) of the total twelve months annual rental. Any payments past due more than thirty (30) days shall also have interest added thereon at the rate of ten percent (10%) per annum. SECTION FIELD USER CHARGES: It is expressly understood that the County may from time-to-time establish field user charges including landing fees, parking fees, fuel flowage fees, and taxiway member fees for use made of the common Airport facilities. Such field user charges shall be payable by the user of such common facilities, in accordance with rules, regulations, ordinances, or resolutions of the County. SECTION FUEL FLOWAGE FEE: Lessee agrees to pay, or have paid through its fuel supplying company, any applicable fuel flowage fees established by the County. The flowage fees shall be due and payable either quarterly or by the tenth (10th) day of the month succeeding the month in which the aircraft fuels were received by the Lessee and shall be accomplished by a written statement showing, in a manner satisfactory to the County, the amount of aircraft fuel delivered to Lessee at the Airport. It is agreed the Lessor has the right to audit records. ARTICLE IV USE OF NONEXCLUSIVE PUBLIC AIRPORT FACILITIES Lessee and any subtenants or assignees approved by the County shall have the right of nonexclusive use in common with others so authorized, and similarly situated, of all public airport facilities and improvements which are, or are hereafter, provided at the Airport. Such public airport facilities and improvements may be changed, altered, or modified from time-to-time at the discretion of the County; however, such changes shall not eliminate or substantially limit Lessee's ability to use its facility for aviation or other lawful purposes intended by this Lease. Lessee further agrees that its right to use said public facilities and improvements in common with others shall be subject to the laws, rules, and regulations of the United States of America, State of Idaho, Kootenai County, Federal Aviation Administration, and other governmental bodies having jurisdiction, and Lessee agrees to abide by these laws, rules, and - 3 -

4 regulations. It is understood and agreed that the County hereby retains the right of ingress and egress over, under, across and through the Leased Premises to provide access to the property at any time. Violations of Federal Aviation Administration regulations, at the discretion of the Lessor, may be deemed to be a material breach of this Lease and may cause immediate termination of this Lease Agreement. Lessee understands and agrees that the County reserves the right of flight for the passage of aircraft above the surface of the Leased Premises hereunder in accordance with Federal Aviation Administration criteria, and such right of flight shall include the right to cause in such airspace such noises as may be inherent to the operation of aircraft now known or hereafter used for navigation of or flight in the air; and that the County reserves the right to use said airspace for landing at, taking off from, or operating aircraft on or over said Airport. ARTICLE V OBLIGATIONS OF LESSEE SECTION REPAIR AND MAINTENANCE: Lessee agrees that it will, at its expense, maintain and keep the Leased Premises and all improvements thereon in good order and condition and will make all necessary and appropriate repairs, replacements, and renewals thereof. Lessee shall not permit rubbish, debris, waste material, or anything unsightly or detrimental to health, or likely to create a fire hazard, or conducive to deterioration, to remain on any part of the Leased Premises or to be disposed of improperly. The County shall not be required to repair or maintain the Leased Premises in any way. If the Lessee fails to make any repairs, maintain the Leased Premises, or do any work required of it within thirty (30) days after written notice of the need therefor has been given to the Lessee by the Airport Manager or his designee, the Airport Manager may cause to be performed such work for the account and at the expense of the Lessee and all sums so expended by the County, together with twenty-five (25) percent of cost for administration, shall be paid by the Lessee on demand. SECTION SIGNS: The Lessee shall have the right to erect, maintain or display signs on the Airport, or on the Leased Premises, with the prior written approval of the County and in accordance with the Coeur d'alene Airport Rules and Regulations, Coeur d'alene Airport - 4 -

5 Development Guidelines/Covenants, and the Federal Aviation Regulations. The term "signs" as used herein shall mean advertising signs, billboards, identification signs or symbols, graphics or murals, posters, or any similar devices. Prior to the erection, construction or placement of any sign on the Airport, or upon the Leased Premises, the Lessee shall submit to the County for approval, sketches, designs, and dimensions of such signs. Any conditions, restrictions, or limitations with respect to the use thereof as stated by the County in writing shall become conditions of this Agreement. The cost of sign installations and operations shall be borne by the Lessee. SECTION UTILITY CONNECTIONS AND CHARGES: Lessee shall pay all connections and charges for electricity, gas, water, sewer, and other utilities used by the Lessee on the Leased Premises and the County assumes no responsibility for such utilities. Lessee shall, in arranging for utility service, deal directly with the supplier of such service. SECTION FIRE PREVENTION: Lessee shall comply with all federal, state, and local regulations and shall allow fire officials to conduct reasonable inspections upon reasonable notice. SECTION ENVIRONMENTAL SPILLS: Lessee shall abide by and comply with federal, state, and local rules and regulations regarding the use, storage, spillage, and cleanup of fuel, oil, or hazardous chemicals. Lessee is responsible for all cost involved with environmental spills. SECTION ENCUMBRANCES: Encumbrances (mortgages, pledges, liens, etc.) must be against buildings and other property of Lessee. The Leased Premises shall be and remain in the ownership of the County and/or assignee and no encumbrance (mortgage, lien, deed of trust or other grant of security) may be made against the real property underlying the facility constructed on the Leased Premises. SECTION COUNTY APPROVAL OF PLANS AND SPECIFICATIONS: Construction of any improvements to the leased property shall be in accordance with all applicable federal, state, and local regulations. A site plan and building plans shall be submitted which conform to standards established by the appropriate Kootenai County building official. Prior to any construction, alteration, or changes upon the Leased Premises, Lessee shall - 5 -

6 submit to the County final plans and specifications, site plan, and architectural drawings thereof, and shall not commence any construction until it has received the County's building permit. All surface drainage at the Leased Premises, including roof drainage, impervious surfaces, and caught water, shall be conducted via proper drainways to approved grassy swales connected into approved catch basin/dry wells as may be necessary per Kootenai County Storm Water Management Ordinance. Installation of catch basin/dry wells shall be inspected and approved by the County Engineer and Panhandle Health District. The Lessee shall be responsible for the construction and maintenance of such environmental protection facilities. It is hereby agreed between the parties that the construction of an approved facility shall commence within six (6) months of the date of this Agreement. It is understood that commencement of construction shall mean "substantial construction" with the majority of the facility being erected on said Leased Premises. It is further understood that the Board of County Commissioners, at its discretion, may terminate this Lease Agreement if substantial construction is not commenced within this six (6) month period. Substantial construction shall mean fifty percent (50%) of the value as determined on the building permit with a certificate of occupancy obtained within twelve (12) months. It is further understood that it is deemed to be a material breach of this Lease Agreement for the Lessee to fail to comply with the provisions as set forth herein. It shall be in the sole discretion of the Board of County Commissioners to exercise the provision regarding termination of this Lease or the penalty provisions. It is further understood that the Board of County Commissioners may extend the times for said completion of this project based upon unforeseen hardships not under the control of the Lessee. SECTION TAXES: Lessee agrees to pay all lawful taxes and assessments which during the term hereof, or any extension, may become a lien or which may be levied by the state, county, city, or any other legitimate tax levying body upon the Leased Premises or upon any taxable interest acquired by Lessee may have in or to the Leased Premises or facilities hereby leased or the improvements thereon by reason of its occupancy thereof, as well as all taxes on all taxable property, real or personal, owned by Lessee on the Leased Premises

7 SECTION LIENS: Lessee agrees to pay, when due, all sums of money that become due for, or purporting to be for any labor, services, materials, supplies, utilities, furnishings, machinery, or equipment which have been furnished or ordered with Lessee's consent to be furnished to or for the Lessee in, upon or about the Leased Premises, which may be secured by any mechanics', materialmen's, or other liens against property located at the Leased Premises, or any purported security against the County's interest in the real property comprising the Leased Premises, and will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, provided that the Lessee may in good faith contest any mechanics or other liens filed or established, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest. SECTION COMPLIANCE WITH LAWS: Lessee agrees to abide by all applicable federal, state, and local laws, rules, regulations, or ordinances as may apply to the leasehold granted in this Lease, to include the Federal Aviation Administration. Lessee agrees to allow inspections by the Lessor and all federal, state, and local officials. ARTICLE VI RIGHTS OF COUNTY SECTION PAYMENTS BY COUNTY RECOVERABLE FROM LESSEE: The County shall have the right during the lease term to pay any taxes, assessments, water, sewer, or other charges on the Leased Premises and reversionary interests therein remaining unpaid after the same has become due and payable, and the amount paid shall be deemed to be additional rent due in full from Lessee on the next day after any such payment by the County, with interest thereon at the rate of eighteen percent (18%) per annum from the date of payment thereof by the County, until the repayment thereof to the County by Lessee. ARTICLE VII INDEMNITY AND INSURANCE SECTION INDEMNITY: Lessee agrees to fully indemnify, save and hold harmless the County, its commissioners, officers, agents, or employees from and against all claims and actions and all expenses incidental to the investigation and defense thereof, based upon or arising out of damages or injuries to persons not party to this Lease Agreement or their property, - 7 -

8 caused by the fault or negligence in whole or in part of Lessee, its agents, subtenants, or employees in the use of occupancy of the Leased Premises; provided that the County shall give Lessee prompt and reasonable notice of any such claims or actions, and Lessee shall have the right to investigate, compromise and defend same; provided further, that such claim is not the result of a negligent act of the County. SECTION INSURANCE: A. Lessee shall maintain comprehensive and general liability insurance for the protection of Lessee, its directors, officers, agents, servants and employees, insuring Lessee against liability for damages because of personal injury, death, or damage to property, including loss of use thereof, occurring on or in any way related to the Leased Premises, or resulting from the operation of the Premises leased herein, with insurance of no less than five hundred thousand dollars ($500,000) combined single-limit or split limits equal to and not less than five hundred thousand dollars ($500,000) for each personal injury and property damage with respect to each occurrence. Such insurance shall contain contractual coverage sufficiently broad to insure the provisions of Section 7.01 entitled "Indemnity." B. Lessee shall furnish to the County policies or certificates evidencing the date, amount, and type of insurance that has been procured pursuant to the requirements of this Lease Agreement. C. All insurance policies shall name and certificates shall show the County as an additional insured. ARTICLE VIII DEFAULT, TERMINATION, ASSIGNMENT, TRANSFER, AND SUBLEASE SECTION EVENTS OF DEFAULT: The following occurrences shall constitute an event of default: A. Default in Rent: Failure of Lessee to pay any rent or other charges within ten (10) days after it is due. B. Default in Other Covenants: Failure of Lessee to comply with any term or condition, or fulfill any obligation of this lease (other than the payment of rent or - 8 -

9 other charges) within thirty (30) days after written notice by the County specifying the nature of the alleged default with reasonable particularity. If the alleged default is of such a nature that it cannot be completely remedied within a thirty (30) day period, this provision shall be deemed to be complied with if Lessee begins correction of the alleged default within the thirty (30) day period and thereafter proceeds with reasonable diligence and in good faith to effect a remedy or contest of the alleged default as soon as practicable. C. Insolvency: Insolvency of Lessee; an assignment by Lessee for the benefit of creditors; the filing by Lessee of a voluntary petition in bankruptcy; an adjudication that Lessee is bankrupt or the appointment of a receiver of the properties of Lessee; the filing of an involuntary petition of bankruptcy and failure of the Lessee to secure a dismissal of the petition within thirty (30) days after filing; attachment of or levying of execution of the leasehold interest and failure of the Lessee to secure discharge of the attachment or release of the levy of execution within ten (10) days after judicial proceedings are commenced on such attachment, execution or levy. D. Abandonment: Failure of the Lessee for fifteen (15) days or more to occupy the property for one or more of the purposes permitted under this Lease Agreement unless such failure is excused under other provisions of this Lease. For purposes of this paragraph, "occupy" shall mean to actually possess or to intend to exercise possessory rights. An intent to exercise possessory rights may be manifested by continued payment of rent, the presence of personal possessions within buildings at the Premises, or other objective indicia of an intent to exercise possessory rights to the Premises. SECTION REMEDIES ON DEFAULT: In the event of a default of this Lease Agreement by Lessee, the County shall give written notice of default sent via certified mail to Lessee. Lessee shall have thirty (30) days after receiving County's notice of default to commence, to cure, or protest such noticed defaults. In the event Lessee fails within the stated period to commence, to cure, or protest any such noticed defaults, the County shall have the right to terminate this Lease Agreement for failure to comply with its terms by written notice which shall not be effective for thirty (30) days after the date of Lessee's receipt of the County's - 9 -

10 notice of termination. In the event Lessee shall protest any such noticed defaults, Lessee shall have the right to continue to use and occupy the Premises in accordance with all other terms of this Lease Agreement during the pendency of Lessee's protest. A. Damages: In the event of termination on default, the County shall be entitled to recover immediately, without waiting until the due date of any future rent or until the date fixed for expiration of the lease term, the following amounts as damages: 1. An excess of (a) the value of all of Lessee's obligations under this Lease Agreement, including the obligation to pay rent, from the date of default until the end of the term, over (b) the reasonable rental value of the property for the same period figured as of the date of default, plus 2. The reasonable costs of reentry and reletting, including without limitation, the costs of any clean up, refurbishing, removal of Lessee's property and fixtures, or any other expenses occasioned by Lessee's failure to quit the Premises upon termination and to leave them in the required conditions, and remodeling costs, attorney fees, court costs, broker commissions, and advertising costs, plus 3. The loss of reasonable rental value from the date of default until a new tenant has been, or with the exercise of reasonable efforts could have been, secured. 4. Reasonable rental value, for purposes of this section, is defined as the amount a willing lessee would pay to a willing lessor under the circumstances with neither lessor nor lessee being obligated to lease the premises. B. Reentry After Termination for Default: If this Lease Agreement is terminated for default in accordance with this Lease, Lessee's liability to the County for damages shall survive such termination, and the rights and obligations of the parties shall be as follows: 1. Lessee shall vacate the property on the date specified in the County's notice of termination for default, in accordance with this Section 8.02 of this Lease Agreement, and Lessee shall remove any property of Lessee,

11 including any fixtures which Lessee is required to remove at the end of the lease term, perform any clean up, alterations, or other work required to leave the property in the condition required at the end of the term, and deliver all keys to the County. 2. The County may reenter and take possession of the Premises and remove any persons or property by appropriate legal action. C. Reletting: As soon as practicable after the County's termination of this Lease Agreement for default in accordance with this Section 8.02, the County shall notify Lessee of its choice of action in accordance with Section 8.03 of this Lease Agreement. In the event Lessee abandons the Premises or the County otherwise gains possession of the Premises due to Lessee's default of this Lease Agreement, the County may relet the Premises and shall choose one of the alternatives outlined in Section 8.03 of this Agreement. In the event the County chooses to acquire or to sell to a subsequent tenant the buildings and improvements at the Premises, in accordance with Section 8.03(1) or 8.03(3) of this Lease Agreement, during the pendency of the procedures outlined therein, the County may: 1. Make any suitable alterations or refurbish the Premises, or both, or change the character or use of the Premises, but the County shall not be required to relet for any use or purpose (other than that specified in this Lease Agreement) which the County may reasonably consider injurious to the Premises, or to any tenant which the County may reasonably consider objectionable. 2. Relet all or part of the Premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this Lease Agreement, upon any reasonable terms and conditions, including the granting of some rent-free occupancy or other rent concession. SECTION DISPOSITION OF BUILDINGS AND IMPROVEMENTS ON TERMINATION: At the end of the initial or any subsequent lease period, the County may

12 terminate this Lease Agreement, upon written notice as provided in Section Upon termination for reasons other than default, the County shall take one (1) of the following three (3) alternative courses of action with respect to the disposition of Lessee's buildings and improvements located at the Premises: 1. Acquire the buildings and site improvements constructed or installed by the Lessee, less any equipment, furniture, or removable fixtures, by paying the Lessee in full the fair market value of buildings and improvements located on the Premises at the time of acquisition; or 2. Require that all buildings and improvements, including foundations, be removed within one hundred eighty (180) days of the termination date; provided, however, that Lessee shall be granted a three (3) month extension, without penalty, upon showing of good cause for delaying the removal of the building and improvements; or 3. Require that subsequent tenants reimburse Lessee for the fair market value of the buildings and improvements within ninety (90) days of the effective date of the subsequent lease. 4. Fair market value shall be established by Kootenai County. SECTION ASSIGNMENT, TRANSFER, AND SUBLEASE: Any assignment shall be strictly forbidden under the terms of the lease. Any sublease shall be approved by the Board of County Commissioners. SECTION 8.05 TERMINATION IN WHOLE OR IN PART: Kootenai County hereby reserves the right to terminate this lease, in whole or in part, for the purpose of compliance with the Airport Master Plan and related to Airport Improvement Projects that affect Lessee s interest under this lease. Lessee shall be given at least one calendar year notice before the date of termination. Termination shall otherwise be made according to Article VIII of this lease. ARTICLE IX GENERAL PROVISIONS SECTION CONDEMNATION: If the Leased Premises or any interest therein is taken as a result of the exercise of the right of eminent domain, this Lease Agreement shall

13 terminate as to such portion as may be taken. If the portion taken does not feasibly permit the continuation of the operation of the facility by Lessee, Lessee shall have the right to cancel this Lease Agreement. Such cancellation shall be effective as of the date of taking. The County shall be entitled to that portion of the award as represented by the land. SECTION NONWAIVER: Waiver by the County of strict performance of any provision of this Lease Agreement shall not be a waiver of, or prejudice the County's right to require, strict performance of the same provision or any other provision in the future. SECTION ATTORNEY FEES: If suit or action is instituted in connection with any controversy arising out of this Lease Agreement, the prevailing party shall be entitled to recover, in addition to costs, such sum as the court may adjudge reasonable as attorney fees, or in the event of appeal, as allowed by the appellate court. SECTION TIME OF ESSENCE: It is mutually agreed that time is of the essence in the performance of all covenants and conditions to be kept and performed under the terms of this Lease Agreement. SECTION WARRANTIES/GUARANTIES: The County makes no warranty, guarantee, or averment of any nature whatsoever concerning the physical condition of the Leased Premises, and it is agreed that the County will not be responsible for any loss, damage, or costs which may be incurred by Lessee by reason of any such physical condition. SECTION CONSENT OF COUNTY: Whenever consent, approval, or direction by the County is required under the terms contained herein, all such consent, approval, or direction shall be made in writing by the Kootenai County Board of Commissioners. SECTION NOTICES: All notices required under this Lease Agreement shall be deemed to be properly served if sent by certified mail to the last address previously furnished by the parties hereto. Until hereafter changed by the parties by notice in writing, notices shall be sent to: Kootenai County Commissioners Administration Building 451 Government Way Coeur d'alene, Idaho

14 and to the Lessee at: Date of service of such notice is the date when said notice is deposited in a post office of the United States Post Office Department, postage prepaid. SECTION SPONSOR'S ASSURANCE SUBORDINATION: This Agreement shall be subordinate to the provisions of any existing or future agreements between the County and the United States Government, relative to the operation or maintenance of the Airport, the execution of which has been or will be required as a condition precedent to the granting of Federal funds for the development of the Airport to the extent that the provisions of any such existing or future agreements are generally required by the United States at other public airports receiving Federal funds and provided that the County agrees to give the Lessee written notice in advance of the execution of such agreements of any provisions which will modify the terms of this Lease Agreement. SECTION REDELIVERY: Upon expiration of this Lease Agreement, or earlier termination on account of default, Lessee shall surrender the Leased Premises in good condition. Alterations constructed by Lessee with permission from the County shall not be removed or restored to the original condition unless the terms of permission for the alteration so require. Depreciation and wear from ordinary use for the purpose for which the Leased Premises was let need not be restored, but all repair for which the Lessee is responsible shall be completed within thirty (30) days of the date of surrender. SECTION AGREEMENT: This Agreement is and shall be considered to be the only agreement or understanding between the parties hereto. All negotiations and oral agreements acceptable to both parties have been incorporated herein. It may not be amended or modified except by a written instrument which is signed by both parties

15 ARTICLE X WATER SECTION WATER RIGHTS: It is expressly understood that Lessee cannot obtain a water right relating to the Premises as defined by Idaho Code Section 42-01, et. seq. By virtue of its status as owner of the Premises, the County shall obtain decreed water rights in sufficient quantity to supply the Lessee, among others. IN WITNESS WHEREOF, the parties hereto have subscribed their names. KOOTENAI COUNTY BOARD OF COMMISSIONERS MARC EBERLEIN, CHAIRMAN CHRIS FILLIOS, COMMISSIONER BOB BINGHAM, COMMISSIONER ATTEST: JIM BRANNON, CLERK By: Deputy Clerk

16 "LESSEE" BY STATE OF IDAHO ) ) ss. COUNTY OF KOOTENAI ) On this day of, in the year 2018, before me,, a Notary Public in and for the State of Idaho, personally appeared, known or identified to me to be the of the corporation that executed the instrument or the person who executed the instrument on behalf of said corporation and acknowledged to me that such corporation executed the same. Notary Public Residing at, Idaho My Commission Expires