Loading...
HomeMy WebLinkAboutR-2001-106 Comprehensive Mental Health Lease AgreementRESOLUTION NO. R-2001- 106 A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute a long-term lease agreement with Central Washington Comprehensive Mental Health in order to lease certain property to be used for the operation and promotion of an electrical railway system and electrical railway museum. WHEREAS, the City desires to lease certain property located at 301 West Pine Street, Yakima, Washington on a long-term basis for the purposes of operating and maintaining an electrical railway system and electricalrailway museum; and WHEREAS, Central Washington Comprehensive Mental Health is willing to lease said property to the City in accordance with the terms and conditions of the attached lease agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into the attached long-term lease agreement with Central Washingtori Comprehensive Mental Health, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated long-term lease" agreement with Central Washington Comprehensive Mental Health in order to lease certain property to be used for the operation and promotion of an electrical railway system and electrical railway museum. The final version of the lease shall be approved by the City Attorney or his designee. ADOPTED BY THE CITY COU is 17th day of July, 2001. 49‘,CZ ATTEST: Place, Mayor (1k)res/ced/mental health/trolley barn/june O1.pm RECEIVED AUG 0 =3 2001 011 r 0 IAKIMA COMMUNITY DEVELOPMENT LEASE OF COMMERCIAL REAL PROPERTY THIS LEASE is made and entered into this 1 day of Le:_41r , 2001, by and between CENTRAL WASHINGTON COMPREHENSIVE MENTAL HE 4110 H, a Washington non- profit corporation, hereinafter "Lessor," and THE CITY OF YAKIMA, a Washington municipal corporation, hereinafter "Tenant." The Lessor does hereby lease to the Tenant and the Tenant does hereby lease from the Lessor those certain premises (hereinafter referred to as the Leased Premises) at 301 West Pine Street, Yakima, Washington, on the following described real property, to -wit: Parcel C: (Revised Parcel No. 181314-44463) That portion of Lots 1 to 16 inclusive, Block 255; all being in LUND'S ADDITION TO NORTH YAKIMA (NOW YAKIMA), according to the official plat thereof recorded in Volume "A" of Plats, Page 103, records of Yakima County, Washington, TOGETHER WITH the vacated alley in said Block 255 and vacated Maple Street abutting said Lots, as vacated under Ordinance No. 888 as approved by the City council of North Yakima on September 7, 1911, described as follows: Beginning at the Northeast corner of said Block 255; thence South 71°23'15" West, along the North line thereof, 180.00 feet; thence south 18°37'15" East, parallel with the East line of said Block 255, 185.30 feet; thence South 63°37'15" East 62.29 feet; thence South 18°37'15" East 175.65 feet to a point 5 feet South of the South line of said Block 255; thence North 71°23' 15" East parallel with said South line 135.95 feet to the East line of said Block 255 extended south; thence 405 feet, more or less, along the said East of said Block 255 to the Point of Beginning on the following terms, covenants and conditions: 1. TERM. The term of this Lease shall be for a period of thirty (30) years, commencing July 1, 2001 and shall extend until July 1, 2031. After that date, July 1, 2031, either party may give notice of termination to the other, provided that the notice is served no later than one hundred eighty (180) days prior to the termination date. Furthermore, Tenant has the option to extend this Lease for an additional thirty (30) year term, upon mutual agreement of both Lessor and Tenant. -1- (ws: ws/real est/central wa/lease 2-9-01) 2. RENT. Rent for the term of this Lease shall be Two Thousand Dollars ($2,000.00) annually, payable by the 10th day of July of each year with the following provisions: A. In succeeding years, the annual rental amount shall be adjusted on each succeeding anniversary of the Effective Date based upon the percentage change in the Consumer Price Index, all in accordance with the following formula: Annual rent = $ x Anniversary Date CPI Effective Date CPI This formula shall be applied using the following definitions: "CPI" means the Consumer Price Index published by the Bureau of Labor Statistics of the U. S. Department of Labor for All Urban Consumers (CPI -U), U. S. City Average for All Items, with a reference base period of 1982-84 = 100. "Anniversary Date CPI" means the latest available monthly CPI as of each succeeding anniversary of the Effective Date of this Lease. "Effective Date CPI" means the latest available monthly CPI as of the Effective Date of this Lease. In the event that the U. S. government ceases to publish the CPI on a 1982-84 = 100 reference base period, the parties to this Lease will convert all index values to the currently published standard reference base period in accordance with conversion factors provided by the U. S. Department of Labor, Bureau of Labor Statistics. If publication of the CPI shall be discontinued, the parties shall thereafter accept a comparable national average index on the cost of living, as computed and published by an agency of the United States, or a responsible financial periodical of recognized authority selected by the parties. If a correction is made to previously published CPI data, the corrected data shall be used prospectively. B. Any rental fees owing pursuant to this Lease which remain unpaid more than thirty (30) days after the dates specified in this Lease shall be deemed delinquent and shall thereafter accrue interest at twelve (12) percent per annum or two (2) percent above prime lending rate as quoted by major Seattle banks, whichever is greater. 3. BUSINESS PURPOSE. The leased property may be used by the Tenant and/or its designee for any and all purposes and activities associated with the use, operation, and promotion of an electrical railway system and electrical railway museum, including but not limited to: storage and maintenance of trolley cars, engines, way cars, and associated railway rolling stock; storage and maintenance of electrical railway system parts, track, supplies, tools, machines, and other associated equipment and materials; and public access to electrical railway museum, exhibits, gift shop, ticket office, and restrooms. Said electrical railway system trolleys, cars, engines, equipment, parts, supplies, tools, machines and other materials will be stored neatly in and upon the leased property. 4. CONDITION OF THE PREMISES. Lessor and Tenant acknowledge that the leased property is in need of certain repair to get the property in proper condition. A schedule of agreed -2- (ws: ws/real est/central wa/lease 2-9-01) improvements is attached as Schedule 1 and is incorporated by this reference and made a part hereof. The Tenant shall make good faith efforts towards completion of the schedule of improvements within five (5) years of the execution date of this Lease. At the conclusion of five (5) years, the parties shall evaluate the Tenant's progress regarding completion of said improvements. All improvements made to the leased property shall be in compliance with all federal, state, county, and city laws, regulations and ordinances. Completion of the improvements by Tenant is subject to funding availability and compliance with all applicable zoning, land use and environmental laws and/or regulations. After scheduled improvements are completed, Tenant agrees to maintain the property in its condition, with fair wear and tear excepted. 5. REPAIRS AND MAINTENANCE. A. Tenant assumes the full responsibility for and agrees to maintain the leased property at Tenant's sole expense, and Tenant agrees that at the expiration of this Lease, Tenant will quit and surrender the said property without notice, in as good a state and condition as when received by Tenant or as improved thereafter, and will deliver up all keys belonging to the property to the Lessor. B. Tenant shall maintain the exterior portions of the property in a clean, neat and orderly manner and in keeping with neighboring buildings and developments of the Lessor. 6. FIXTURES AND ADDITIONS. Lessor understands that certain items on the leased property are the property of the Tenant. These items include, but are not limited to, the overhead crane, railroad tracks, belt driven machinery, forge equipment, materials in storage bins in parts room, control panels, and motor generators are not considered fixtures of the building. An inventory is included as Schedule 2 and shall be updated every two (2) years. 7. TAXES. Tenant is responsible for all property taxes, real and personal, on the leased property, if any, and shall pay them as they come due, and shall hold Lessor harmless therefrom. 8. UTILITIES. Tenant shall pay all charges for lights, heat, gas, telephone, water and power for the leased property, and shall not allow any charge or charges therefore to become delinquent or to become liens upon the property or any part thereof, and all charges of whatsoever nature against the property caused in the course of Tenant's business shall be paid before delinquency. 9. INSURANCE. During the term of this Lease, and for any further time that Tenant shall hold these property, Tenant shall obtain and maintain at its expense the following types and amounts of insurance with companies acceptable to Lessor, naming Lessor as an additional insured as its interests may appear, and will provide a Certificate of Insurance and copies of each said policy to Lessor: A. Fire Insurance. Tenant shall keep all of the property and equipment on the leased property insured against any loss or damage by fire, with all standard extended coverage on a replacement cost basis. -3- (ws: ws/real esticentral wa/lease 2-9-01) B. Personal Injury and Property Damage Insurance. Tenant shall be self-insured to protect against liability for damage claims through public use or arising out of accidents occurring in, on or around the leased property in a minimum amount of $1,000,000 for each person injured or for any one accident. 10. TOXIC OR HAZARDOUS SUBSTANCES. The parties to this Lease shall not during the term of this Lease, generate, store or dispose of any hazardous or toxic substances in violation of federal or state law on the leased property. 11. WAIVER OF SUBROGATION. Notwithstanding any other provision of this Lease, Lessor and Tenant each releases and relieves the other and waives their entire right of recovery against the other for loss or damage arising out of or incident to the perils of fire, explosion, or any other perils covered by insurance which occurs in, on or about the leased property whether due to the negligence of either party, their agents, employees or otherwise. 12. ASSIGNMENT AND SUBLETTING. Tenant shall not, without the written consent of the Lessor, make any assignment of this Lease; provided, however, that such consent shall not be unreasonably withheld by the Lessor. If consent thereto is once given by Lessor, Lessor shall not be barred from afterwards refusing to consent to any further assignment. No assignment or sublease or transfer by the Tenant, whether with or without the consent of the Lessor, shall operate to relieve Tenant of the obligation to make payments of rental as they occur hereunder, or to keep and perform any other covenant or condition of the Tenant under the terms of this Lease. The assignee of any leasehold interest approved by the Lessor shall be subject to and liable for the performance of all of Tenant's obligations under this Lease. 13. ACCESS. Tenant will allow Lessor or Lessor's agents free access at all reasonable times to the premises for the purposes of inspection during normal business hours and at all times during emergencies. 14. IMPROVEMENTS AND ALTERATIONS. The Tenant shall have the right to make improvements, alterations, changes, or additions to the leased property without first securing the written consent of the Lessor to do so. However, written consent of the Lessor shall be required on all improvements, alterations, changes, or additions costing over five thousand dollars ($5000.00) made by the Tenant. All additions, changes, improvements, and repairs of whatsoever kind and nature made to or upon the leased property by the Tenant shall become the property of the Lessor at the termination of the Lease hereof, without liability on its part to pay for the same; except that any trade fixtures, shelving, counters, or other appliances placed in said property by the Tenant which do not actually become a part of the property by being attached thereto, may be removed by the Tenant during the term hereby created, or any extension thereof. 15. DAMAGE OR DESTRUCTION. Any destruction or damage by fire or other casualty that is so extensive that over 60% of the leased property could not reasonably be repaired or restored is agreed to be a total destruction for purposes of this Lease. Any other such damage or destruction is agreed to be a partial destruction. In the event of a partial destruction, the Lessor agrees to repair and/or restore the property, PROVIDED HOWEVER, that Lessor shall not be obligated to so restore the -4- (ws: ws/real est/central wa/lease 2-9-01) property at any cost in excess of the net fire insurance proceeds received by the Lessor. Rental shall be abated during the period of construction unless said property are partially used by Tenant, in which event the rental shall be prorated in proportion to the use made of the demised premises by the Tenant. In the event the subject property shall be totally destroyed by fire or other elements or act of God, then this Lease shall be canceled as of the date of such damage or destruction and the rent shall be prorated accordingly. 16. RESTORATION OF PROPERTY. At the expiration or sooner termination of this Lease, Tenant shall peaceably and quietly quit and surrender to Lessor the property in good order and clean and sanitary condition. 17. DEFAULT. It is agreed that the prompt and full performance of the terms and conditions of this Lease is of the essence, and should Tenant be in default of any of its obligations hereunder, and such default shall continue for thirty (30) days after written notification by Lessor setting forth the particular default or defaults claimed, then this Lease, at the option of the Lessor, shall be forfeited, in which event it is expressly agreed that Lessor is entitled to cancel this agreement and Tenant agrees to vacate the property in accordance with the provisions contained below: In the event of cancellation of this Lease, or at the termination of the Lease, whichever first occurs, Tenant will forthwith remove its property from the leased property. In the event that the nature of the property is such as to render its forthwith removal impossible or extremely burdensome, and Tenant wishes to have additional time for its removal, Tenant shall provide Lessor with a written list of the items that it is unable to remove, a time line for their removal not to exceed three months unless otherwise agreed by the parties, and will pay reasonable storage charges to Lessor for permitting the items to remain on site. If the items have not been removed or the written list provided to the Lessor by Tenant within sixty (60) days of the effective date of the termination of the Lease, the Lessor may take immediate possession of all assets and make such provision for the disposition of Tenant's property as good business judgment dictates. Any storage of any item of property of the Tenant shall be at Tenant's sole cost and expense. 18. TENANT'S RIGHT OF FIRST REFUSAL TO PURCHASE. In the event that at any time during the term of the Lease hereof, Lessor shall receive from any third party a bona fide offer to purchase the leased property at a price and on terms acceptable to Lessor, Lessor shall give written notice of such price and terms to Tenant and Tenant shall have sixty (60) days thereafter in which to execute a written agreement with Lessor for the purchase of the property at such price and on such terms. If Lessor shall so notify Tenant and Tenant shall fail to execute such agreement within such sixty (60) day period, Lessor shall thereafter be free to sell the property to the third party making the offer on the same terms and conditions set forth in such offer. If the property is not sold to the party making the offer, then Lessor shall give Tenant the same right to purchase the property on receiving any subsequent offer from any third party that is acceptable to Lessor; provided, however, that nothing herein contained shall in any way limit the right of Lessor to transfer or convey the property on the dissolution of Lessor or otherwise, for nominal or no consideration, and Tenant shall have no right to purchase the property in the event of such transfer or conveyance. In the event that the property is sold, conveyed and/or transferred to a third party, such sale, conveyance and/or transfer shall be subject to this Lease, and this Lease shall remain in full force and effect. -5- (ws: ws/real est/central wa/lease 2-9-01) 19. NOTICES. All notices required under this Lease to be given to either party shall be effective if mailed by certified mail, return receipt requested, postage prepaid, and properly addressed to the parties at the following addresses, or as the same may be changed from time to time upon written notice by either party to the other. Lessor: Tenant: CENTRAL WASHINGTON COMPREHENSIVE MENTAL HEATH Attention: President and CEO P. O. Box 959 Yakima, WA 98907 CITY OF YAKIMA Attention: City Manager 129 North Second Street Yakima, WA 98901 Such notice shall be effective as of the date of mailing as evidenced by the official United States Post Office date and time stamped thereon. 20. NON -WAIVER OF BREACH. The failure of either party to insist upon strict performance of any of the terms, conditions, covenants or agreements of this Lease, or to exercise any option herein conferred in any one or more instances, shall not be construed to be a waiver or relinquishment of any such or any other term, condition, covenant or agreement, but the same shall be and remain in full force and effect. 21. SEVERABILITY. If any portion of this Lease is changed per mutual agreement or any portion is held invalid, the remainder of the Lease shall remain in full force and effect. 23. SURVIVAL. Any provision of this Lease which imposes an obligation after termination or expiration of this Lease shall survive the term or expiration of this agreement and shall be binding on the parties to this Lease. 24. RESOLUTION OF DISPUTES. In the event of a dispute arising incident to this Lease which does not in the opinion of either party require emergency judicial relief, the parties agree to attempt to resolve the dispute through mediation before resorting to litigation. Mediation shall be initiated by written request for mediation, identifying the dispute to be mediated and the name, address and telephone number of the proposed mediator. If the parties cannot agree upon a mediator, either party may request the court to appoint a mediator. Cost of mediation shall be borne one-half by each party. In the event of any claims or disputes over this Lease, and mediation does not or cannot produce a resolution, and as a condition precedent to the commencing of any legal action on this Lease, the parties do hereby agree that they will first submit said dispute to binding arbitration in Yakima County, Washington. A panel of three (3) arbitrators shall be retained to adjudicate said dispute. Each side shall -6- (ws: ws/real est/central wa/lease 2-9-01) choose one (1) arbitrator and one (1) arbitrator will be selected by agreement of the parties or, in the absence of agreement, shall be appointed by the then presiding Judge of the Yakima County Superior Court. Each party shall be responsible for one-half (1/2) of the fees and expenses of the arbitration. The mandatory arbitration rules, as implemented locally, of the Yakima County Superior Court shall be binding as to procedure, except as to the right of appeal, which is not applicable herein. The parties will endeavor to exercise good faith in resolving disputes in a timely manner. 25. GOVERNING LAW. This Lease shall be governed by, interpreted under and construed in accordance with the laws of the State of Washington. 26. VENUE. The venue for any action to enforce, apply and/or interpret this Lease shall lie in the Superior Court of Washington for Yakima County, Washington. 27. ATTORNEY FEES: In any arbitration, suit or action arising upon or growing out of this agreement, by either party against the other, the prevailing party in such action shall be entitled, in addition to his or her statutory costs of suit, to such sum as an attorney fee, as the court in such action shall adjudge reasonable. 28. SUCCESSION. Subject to the provisions as to assignment, this Lease shall inure to the benefit of and be binding upon the heirs, legal representatives, successors, and assigns of the parties hereto. 29. INTEGRATION AND SUPERSESSION. This Lease sets forth all of the terms, conditions, and agreements of the parties relative to the subject matter hereof and supersedes any and all such former agreements which are hereby declared terminated and of no further force and effect upon the execution and delivery hereof. There are no terms, conditions, or agreements with respect thereto, except as herein provided and no amendment or modification of this Lease shall be effective unless reduced to writing and executed by the parties hereof. IN ,a ITNESS WHEREOF, the parties have executed this agreement this 1 day of , 2001. LESSOR: CENTRAL WASHINGTON COMPREHENSIVE MENTAL HEATH, a Washington non-profit corporation Rick Weaver, President/CEO -7- (ws: ws/real est/central wa/lease 2-9-01) TENANT: CITY OF YAKIMA, a Washington municipal corporation By Dick Zais, C. Manager Contract No. 2001-73 Resolution No. R-2001-106 LEASE OF COMMERCIAL PROPERTY SCHEDULE 1 REPAIRS AND IMPROVEMENTS TO BE MADE BY LESSEE 1. Repair broken windows in each building. 2. Remove all equipment, spare parts, and debris from former staging/storage area. 3. Repair or replace roofs on both buildings. 4. Follow through with the application and re -inspection of the RV hookups as discussed with Doug Maples (code enforcement). 5. Repair beam pocket damage on the exterior of the trolley barn. 6. Take appropriate dust abatement measures for the parking areas. -8- (ws: ws/real est/central wa/lease 2-9-01) BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting Of: July 17, 2001 ITEM TITLE: Consideration of a Resolution authorizing the City Manager to execute a lease agreement with Central Washington Comprehensive Mental Health for the Yakima Valley Trolley Barn, and Electric Railway Museum. SUBMITTED BY : il�.. • , Director of Community and Economic Development CONTACT: : ill Cook, 575-6113 SUMMARY E PLANATION: Central Comprehensive Mental Health (CWCMH) has agreed to enter into a long-term lease agreement with the City of Yakima to preserve and maintain the trolley barn and electric railway museum located 301 West Pine Street in Yakima. The property will be used for the operation and promotion of the electric railway system and museum. The term of the lease is for 30 years, commencing on July 1, 2001, and extending until July 1, 2031. The rent for the term of the lease shall be $2,000.00 annually, with each succeeding year after 2001 to be adjusted based upon the percentage change in the Consumer Price Index (CPI). The Yakima Valley Trolley Association (YVTA) has undergone a reorganization of its Board of Directors, and is currently working with Key Bank to protect the assets of the corporation from auction. The YVTA intends to resume operation of the trolley this summer, and is working with the city to secure necessary state, federal and private funding to rehabilitate the trolley barn and museum facilities. Resolution X Ordinance Contract X Other (Specify) Funding Source: Trolley Fund #162 APPROVED FOR SUBMITTAL:, City Manager STAFF RECOMMENDATION: Approve the contracts by adopting the resolution. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution adopted. RESOLLTPION R-2001-106 Page 1 of 1 REPORT. # BRBEPD RUN''' DATE 07/06/01 RUN- TIME 11i 321: 56. FOND 162 TROLLEY .FUND : - DEPT 162 - TROLLEY 5/U PROJ BASUB / OBJ ELE Y A IC M A , W A S N 01,T 01. N PROJECTED EXPEND ITURE.'' DETA/ PAGE1132 ;EZ51 OMSITM AFFIDAVIT OF SIGNATURE I, Dick Zais, City Manager of the City of Yakima, Washington, do hereby affirm that I signed the Lease of Commercial Real Property (City Contract No. 2001-73) between the Central Washington Comprehensive Mental Health and the City of Yakima on July 19, 2001. DATED this 20th day of March, 2003. Dick Zais, City'Manager State of Washington County of Yakima Subscribed and affirmed before me this 20th day of March, 2003, by Dick Zais, City Manager of the City of Yakima, Washington, who is personally known to me. KoLL,A.../ ,eS 4,--€A-e Notary Public Karen S. Roberts, residing at Yakima, Washington My Commission expires May 5, 2005