Loading...
HomeMy WebLinkAboutR-2025-127 Resolution authorizing a second amendment to the Commercial Lease Agreement between the City of Yakima and the Greater Yakima Chamber of Commerce for property located at 10 North 9th Street in YakimaA RESOLUTION RESOLUTION NO. R-2025-127 authorizing a second amendment to the Commercial Lease Agreement between the City of Yakima and the Greater Yakima Chamber of Commerce for property located at 10 North 9ch Street in Yakima. WHEREAS, the City of Yakima purchased the property at 10 North 9th Street from the Greater Yakima Chamber of Commerce on or about October 31, 2024, and as part of the consideration of the purchase, the Greater Yakima Chamber of Commerce and the City of Yakima entered into a Commercial Lease Agreement with a Term through April 30, 2025; and WHEREAS, the Greater Yakima Chamber of Commerce and the City of Yakima previously executed an amendment extending the term of the lease through August 31, 2025 for the monthly rent of $1,200 per month; and WHEREAS, the parties agree that an additional extension of the lease through May 31, 2026, is in their mutual interest and the monthly rent specified in the first lease amendment remains in effect; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute the Second Amendment to Commercial Lease Agreement Executed on 10/31/24, attached hereto and fully incorporated herein. ADOPTED BY THE CITY COUNCIL this 19'h day of August, 2025. ATTEST: osalinda Ibarra, City Clerk Patricia Byer Mayor SECOND AMENDMENT TO COMMERCIAL LEASE AGREEMENT EXECUTED ON 10/31/24 THIS SECOND AMENDMENT TO THE COMMERCIAL LEASE AGREEMENT is made and entered into by and between the City of Yakima, Landlord, and the Greater Yakima Chamber of Commerce, Tenant, which mutually agree to further amend the Commercial Lease Agreement executed on October 31, 2024, and as amended on April 17, 2025, as follows: 1. Article III: Term, shall be amended to read as follows: The Lease term shall commence on November 1, 2024 ("Commencement Date") and shall continue through May 31, 2026, unless terminated earlier under the terms hereof, at which time the Lease will automatically terminate without further notice. Tenant and any subtenant shall fully vacate the Premises upon termination of the Lease and possession of the same shall revert to Landlord. 2. Article VI: Acceptance of Premises, shall be amended to read as follows: Tenant represents and warrants to Landlord that Tenant is familiar with the Premises and with the improvements previously placed therein; that Tenant accepts the Premises and Building (including the mechanical, electrical, plumbing, roof, fixtures, fire protection and HVAC systems, if any) as is. where is, in its present condition, and as suitable for the purposes for which it is leased, and subject to all applicable municipal, county and state laws, ordinances and regulations goveming and regulating the use of the premises and to all matters disclosed by this lease and by any exhibits attached hereto; and that neither Landlord, nor Landlord's agents, have made any representation or warranty as to the suitability of the Premises for the conduct of tenant's or subtenant's business. Tenant agrees and understands that Landlord shall have no duty to maintain, preserve, and/or repair the Premises or Building (including, without limitation, the mechanical, electrical, plumbing, roof, fixtures, fire protection, and HVAC systems, if any). Landlord will not repair or replace any heating or air conditioning unit or units. Tenant's sole remedy for the failure of any portion of the Premises or the improvements thereon shall be the termination of this Lease for convenience as provided herein. 3. Article XXXIV: Termination Without Cause, shall be amended to read as follows: After March 31, 2026, unless termination is due to the failure of the HVAC system as outlined in Article VI, the Tenant may terminate this Lease without cause or for convenience, by giving the Landlord sixty (60) days written notice of termination. After March 31, 2026, Landlord may not terminate this Lease without cause or for convenience. In the event of termination without cause or for convenience, the Tenant may continue to occupy the Premises through the notice period and shall vacate the Premises on or before the end of the notice period. Upon the running of the notice period, the Lease shall terminate and possession of the Premises shall be turned over to Landlord. Except as expressly modified herein, all other terms and conditions of the original Commercial Lease Agreement executed on October 31, 2024, and Amendment to Commercial Lease Agreement dated April 17, 2025, shall remain in full force and effect. If any section, subsection, paragraph, sentence, clause or phrase of this Amendment is declared invalid or unconstitutional for any reason, such decision shall not affect the validity of the remaining portions of this Amendment or the original Commercial Lease Agreement. LANDLORD: oria Baker, City Manager 129 North 2nd Street Yakima, WA 98901 Dated: S cf.; \ CITY CONTRACT NO- `�$~ 13 RESOLUTION NO TENANT: GREATER YAKIMA CHAMBER OF COMMERCE Kristi Oster, CEO/President 10 Nort Street Yakima, WA 98901 Dated: 611\q125 ITEM TITLE: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 7.K. For Meeting of: August 19, 2025 Resolution authorizing a second amendment to the Commercial Lease Agreement between the City of Yakima and the Greater Yakima Chamber of Commerce for property located at 10 North 9th Street in Yakima SUBMITTED BY: Ryan Bleek, Acting City Attorney SUMMARY EXPLANATION: The original Purchase and Sale Agreement for 10 North 9th Street between the City and the Chamber included in its consideration the ability for the Chamber to use the building for six months. The Chamber previously requested to extend that an additional four months through August 31, 2025, and pay the City $1,200.00 per month for each month of the extension. The parties agree to a second amendment to the terms of the lease through May 31, 2026. The remaining terms and conditions of the original agreement remain the same, including rent at $1,200 per month, ITEM BUDGETED: Yes STRATEGIC PRIORITY 24-25: A Thriving Yakima RECOMMENDATION: Adopt Resolution. ATTACHMENTS: Resolution_second amendment.chamber.lease Chamber.Amendment.2 COMMERCIAL LEASE AGREEMENT ARTICLE I PARTIES This Lease, dated , 2024, is made by and between the City of Yaima ("Landlord" or "City"), and the Greater Yakima Chamber of Commerce, a Washington non-profit corporation ("Tenant"). ARTICLE II PREMISES Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, for the term, and upon all the conditions set forth herein, that certain real estate located at 10 North 9th Street, Yakima, Yakima County, Washington with tax parcel no. 191319-12511 and legally described on Exhibit A hereto. The leased property is approximately .23 acres and includes an existing building ("Building") and a surrounding parking lot. The real estate and Building are referred to collectively herein as the "Premises." ARTICLE III TERM The Lease term shall commence on November 1, 2024 ("Commencement Date") and shall continue until midnight on. April 30, 2025, unless terminated earlier under the terms hereof, at which time the Lease will automatically terminate without further notice. Tenant and any subtenant shall fully vacate the Premises upon termination of the Lease and shall possession of the same shall revert to Landlord. ARTICLE IV RENT Section 4.1 Base Rent. This Lease is entered into as part of that certain Commercial & Investment Real Estate Purchase & Sale Agreement dated on or about June 20, 2024 between the parties ('`Purchase Agreement"). The consideration for this Lease, in part, is provided for by the terms of the Purchase Agreement. As such the base rent for this Lease shall be $0.00 per month, LEASE - 1 Section 4.2 Additional Rent. It is intended this this lease be a triple net lease (NNN) whereby Tenant is responsible for all costs of maintenance and upkeep related to the Premises, including, but not limited to, (a) real and personal property taxes, (b) leasehold excise tax, (c) building insurance, (d) liability insurance, (e) utilities, (f) maintenance, (g) snow removal and landscape, (h) property management, (i) assessments, (j) liens, (k) license fees, (I) other governmental charges, whether general or special, ordinary or extraordinary, foreseen or unforeseen; and (m) any other fees levied against the Tenant (or its subtenant) and/or the Premises. If Tenant fails to make any such payments, then Landlord may, at its option, make any such payments, and such amounts, together with interest at twelve percent (12%) per annum thereon shall be immediately due and payable from Tenant as additional rent. The failure of Tenant to timely pay any such amounts shall be deemed a material default under the terms of this Lease. Section 4.3 Late Charge. If any payment of base rent, additional rent or other amount to be paid by Tenant is not paid by the due date, then there shall be due as additional rent a late charge in an amount equal to two percent (2%) of the delinquent payment for each month or partial month that the delinquent payment remains due and unpaid. Section 4.4 Payment of Rent. All rent payments shalL be sent to Landlord at the following address: 2,c."ti �.�'� `�" , Yakima, WA or to such other address as Landlord may from time to time designate. ARTICLE V RENEWAL TERMS This Lease is only renewable upon the mutual written consent of all parties. ARTICLE VI ACCEPTANCE OF PREMISES Tenant represents and warrants to Landlord that Tenant is familiar with the Premises and with the improvements previously placed therein; that Tenant accepts the Premises and Building (including the mechanical, electrical, plumbing, roof, fixtures, fire protection and HVAC systems, if any) as is, where is, in its present condition, and as suitable for the purposes for which it is leased, and subject to all applicable municipal, county and state laws, ordinances and regulations governing and regulating the use of the premises and to all matters disclosed by this lease and by any exhibits attached hereto; and that neither Landlord nor Landlord's agents have made any representation or warranty as to the suitability of the Premises for the conduct of tenant's or subtenant's business. LEASE 2 Tenant agrees and understands that Landlord shall have no obligation or duty to maintain, preserve, and/or repair the Premises or Building (including, without limitation, the mechanical, electrical, plumbing, roof, fixtures, fire protection and HVAC systems, if any). Tenant's sole remedy for the failure of any portion of the Premises or the improvements thereon shall be the termination of this Lease for convenience as provided herein. ARTICLE VII USE Prior to this Lease, Tenant owned and occupied the Premises and leased a portion of the Premises to Citizens for Safe Yakima Valley Communities, a Washington non-profit corporation ("SAFE"). During the term of his Lease, the Premises shall be used and occupied only for the purpose as Tenant has historically used the same. No act shall be done in or about the Premises that is unlawful or that will increase the rate of insurance on the Premises. Tenant will not commit or allow to be committed any waste upon the Premises or any public or private nuisance. Tenant shall comply with all laws relating to its use of the Premises and shall observe such reasonable rules and regulations as may be adopted and published by Landlord for the safety, care, and cleanliness of the Premises. ARTICLE VIII Maintenance, Repairs and Alterations Section 8.1 Landlord's Obligations. Except for damage caused by the intentional act of Landlord, Landlord shall have no obligation to keep the Premises in good order or to otherwise repair or maintain the Premises or the Building including, without limitation, the mechanical, electrical, plumbing, roof, fixtures, fire protection and HVAC systems, if any. Tenant's sole remedy for the failure of any portion of the Premises shall be the termination of this Lease for convenience as provided herein. Section 8.2 Tenant's Obligations. Tenant, at Tenant's expense, shall keep in good order, condition and repair the Premises or any components thereof located in the Building, plumbing, mechanical or electrical apparatus, doors, window frames, hardware, glass, and nonstructural ceilings and walls. Tenant shall also provide its own janitorial services and shall replace all light bulbs, tubes, and washroom and toilet supplies for the Premises. Tenant shall, at the expiration or termination of this Lease, surrender and deliver the Premises to Landlord in as good condition as when received by Tenant from Landlord or as thereafter improved, reasonable use and wear excepted. Tenant shall repair any damage to the Premises or the Building occasioned by its use thereof or by the removal of Tenant's trade fixtures, furnishings, and equipment, which repair shall include the patching and filling of holes and repair of structural damage. LEASE-3 Section 8.3 Landlord's Rights. If Tenant fails to perform Tenant's obligations hereunder relating to the repair, maintenance or upkeep of the Premises or the Building, Landlord may, at its option (but shall not be required to), enter upon the Premises after three (3) days' prior written notice to Tenant and put the same in good order, condition, and repair or otherwise cure the default, and the cost of such action plus twenty percent (20%) thereof shall become due and payable as additional rent to Landlord at the time Tenant's next rental installment is due. Section 8.4 Alterations and Additions. Notwithstanding any other provisions of this lease, Tenant shall not make any alterations, additions or improvements in the Premises without Landlord's prior written consent. As a condition to giving such consent, Landlord may require that Tenant remove any such alterations, improvements, additions or utility installations at the expiration of the term and restore the Premises to their prior condition. All work on the Premises shall be done in compliance with all applicable governmental codes and regulations. At Landlord's option, all alterations, improvements or additions which may be made on the Premises shall become the property of Landlord and remain upon and be surrendered with the Premises at the expiration of the term. If Landlord elects not to have the improvements become Landlord's property, then Tenant shall remove such improvements and shall restore the Premises to the condition at the Commencement Date. Tenant's machinery, equipment, and trade fixtures other than those which are affixed to the Premises so that they cannot be removed without material damage to the Premises shall remain the property of Tenant and may be removed by Tenant. ARTICLE IX INSURANCE; INDEMNITY Section 9.1 Tenant's Liability Insurance. During the term of this Lease, Tenant shall pay for and maintain commercial general liability insurance with broad form property damage and contractual liability endorsements. This policy shall (i) contain an endorsement identifying Landlord, its property manager [if any], and other parties designated by Landlord as additional insureds using an endorsement form acceptable to Landlord, (ii) insure Tenant's activities and those of Tenant's employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees with respect to the Premises against loss, damage or liability for personal injury or bodily injury (including death) or loss or damage to property with a combined single limit of not Tess than $2,000,000 per occurrence, and a deductible of not more than $10,000, and (iii) contain a provision requiring the insurer to deliver or mail written notice of cancellation to the named insureds at least 45 days before the effective date of the cancellation . Tenant's insurance will be primary and noncontributory with any liability insurance carried by Landlord. Landlord may also require Tenant to obtain and maintain at Tenant's sole cost business income coverage for at least six (6) months, business auto liability LEASE-4 coverage, and, if applicable to the Permitted Use, liquor liability insurance and/or warehouseman's coverage. Section 9.2 Tenant's Property Insurarce. During the Term, Tenant shall pay for and maintain special form clauses of loss coverage property insurance (with coverage for earthquake if required by. Landlord's lender and, if the Premises are situated in a flood plain, for flood damage) for all of Tenant's personal property, fixtures, and equipment, Tenant's Work, and Alterations in the amount of their full replacement value, with a deductible of not more than $10,000.00. Section 9.3 Miscellaneous. Tenant's insurance required under this Section shall be with companies rated A-NII or better in Best's Insurance Guide, and which are admitted in the State of Washington. No insurance policy shall be cancelled or reduced in coverage and each such policy shall provide that it is not subject to cancellation or a reduction in coverage except after 45 days prior written notice to Landlord. Tenant shall deliver to Landlord prior to Tenant's first taking possession of or occupying the Premises, and from time to time thereafter, copies of the insurance policies or evidence of insurance and copies of endorsements required by this Section. In no event shall the limits of such policies be considered as limiting the liability of Tenant under this Lease. If Tenant fails to acquire or maintain any insurance or provide any policy or evidence of insurance required by this Section, and such failure continues for three (3) days after written notice from Landlord, Landlord may, but shall not be required to, obtain such insurance for Landlord's benefit and Tenant shall reimburse Landlord for the costs of such insurance upon demand. Such amounts shall be Additional Rent payable by Tenant hereunder and in the event of non-payment thereof, Landlord shall have the same rights and remedies with respect to such non-payment as it has with respect to any other non-payment of Rent hereunder. Section 9.4 Waiver of Subrogation. Notwithstanding any other provision of this Lease to the contrary, Landlord and Tenant hereby release each other and any other tenant, their agents or employees, from responsibility for, and waive their entire claim of recovery for any loss or damage arising from any cause covered by insurance required to be carried or otherwise carried by each of them. Each party shall provide notice to the insurance carrier or carriers of this mutual waiver of subrogation and shall cause its respective insurance carriers to waive all rights of subrogation against the other. This waiver shall not apply to the extent of the deductible amounts to any such policies or to the extent of liabiltiy exceeding the limits of the policies. LEASE-5 Section 9.5 Indemnification. (a) Indemnification by Tenant. Tenant shall defend, indemnify, and hold Landlord harmless against all liabilities, damages, costs, and expenses, including attorneys' fees, for personal injury, bodily injury (including death) or property damage arising from any negligent or wrongful act or omission of Tenant or Tenant's employees, officers, agents, servants, contractors, customers, clients, visitors, guests, subtenants, or other licensees or invitees on or around the Premises, or arising from any breach of this Lease by Tenant. Tenant shall use legal counsel reasonably acceptable to Landlord in defense of any action within Tenant's defense obligation. (b) Waiver of Immunity. Landlord and Tenant each specifically and expressly waive any immunity that each may be granted under the Washington State Industrial insurance Act, Title 51 RCW. Neither parry's indemnity obligations under this Lease shall be limited by any limitation on the amount or type of damages, compensation, or benefits payable to or for any third party under the Worker Compensation Acts, Disability Benefit Acts or other employee benefit acts. (c) Exemption of Landlord from Liability. Except to. the extent of claims arising out of Landlord's intentional misconduct, Landlord shall not be liable for injury to Tenant's business or assets or any loss of income therefrom or for damage to any property of Tenant or of its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, or any other person in or about the Premises. (d) Survival. The provisions of this Section shall survive expiration or termination of this Lease. ARTICLE X DAMAGE, DESTRUCTION OR CONDEMNATION Section 10.1 Damage and Repair. If the Premises are partially damaged but not rendered untenantable, by fire or other insured casualty, then, at the option of Landlord, in its sole discretion, (a) Landlord shall diligently restore the Premises and this Lease shall not terminate; or (b) this Lease shall immediately terminate. The Premises shall not be deemed untenantable if 25% or less of the Premises are damaged. If 50% or more the Premises are destroyed or damaged and rendered untenantable, by fire or other casualty this Lease shall immediately terminate. LEASE-6 Section 10.2 Condemnation. If the Premises are made untenantable by eminent domain, or conveyed under a threat of condemnation, this Lease shall automatically terminate as of the earlier of the date title vests in the condemning authority or the condemning authority first has possession of the Premises and all Rents and other payments shall be paid to that date. If the condemning authority takes a portion of the Premises that does not render the Premises untenantable, then this Lease shall continue in full force and effect. ARTICLE XI PERSONAL PROPERTY TAXES Tenant shall pay or cause to be paid before delinquency any and all taxes levied or assessed and which become payable during the term hereof upon all Tenant's equipment, furniture, fixtures, and any other personal property located in the Premises. ARTICLE XII RULES AND REGULATIONS Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate and/or modify. The rules and regulations shall be binding upon Tenant upon delivery of a copy of them to Tenant. ARTICLE XIII LIENS AND INSOLVENCY Tenant shall keep the Premises and the Building free from any liens arising out of any work performed, materials ordered or obligations incurred by Tenant, and shall indemnify Landlord against and hold Landlord harmless from any loss, damage or expense, including attorneys' fees resulting therefrom. Tenant shall have no authority, express or implied, to create or place any lien or encumbrance of any kind or nature whatsoever upon, or in any manner to bind, the interest of Landlord in the Premises or to charge the rentals payable hereunder for any claim in favor of any person dealing with Tenant, including those who may furnish materials or perform labor for any construction or repairs, and each such claim shall affect and each such lien shall attach to, if at all, only the leasehold interest granted to Tenant by this instrument. If Tenant becomes insolvent or voluntarily or involuntarily bankrupt or if a receiver, assignee, or other liquidating officer is appointed for the business of Tenant and if the receivership, assignment, or other liquidating action is not terminated within thirty (30) days of any such appointment, then to the extent permitted under applicable law Landlord may terminate this Lease and Tenant's right of possession under this Lease at Landlord's option. ARTICLE XIV DEFAULTS LEASE-7 Time is of the essence in this lease. The occurrence of any one or more of the following events shall constitute a default of this Lease by Tenant: Section 14.1 Vacation of Premises. The vacating or abandonment of the Premises by Tenant. Section 14.2 Failure to Pay Rent or Additional Charges. Notwithstanding the provision for late charges, the failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder as and when due, and such failure shall continue for a period of ten (10) days after written notice thereof by Landlord to Tenant. Section 14.3 Failure to Perform Covenants. The failure by Tenant to observe or perform any of the covenants, conditions, or provisions of this Lease to be observed or performed by Tenant or Tenant's subtenant. ARTICLE XV REMEDIES ON DEFAULT In the event of any such default by Tenant, Landlord may, at any time thereafter, in its sole discretion, with or without notice or demand and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such default: Section 15.1 Termination. Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall thereafter have no further rights hereunder or in the Premises; provided, however, that upon such termination Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant's default, including but not limited to the cost of recovering possession of the Premises; expenses of reletting, including necessary renovation and alteration of the Premises; reasonable attorneys' fees; all accrued and unpaid rent, and other amounts due from Tenant with interest thereon as provided herein; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent and other charges called for herein for the balance of the term after the time of such award exceeds the amount of such loss for the same period that Tenant proves could be reasonably avoided; and that portion of any leasing commission paid by Landlord and applicable to the unexpired term of this Lease; or Section 15.2 Enforce Rights. Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises, and Landlord shall be entitled to enforce all of Landlord's rights and remedies under this Lease, including the right to recover the rent and any other charges due or to become due hereunder with interest as provided herein; or LEASE-8 Section 15.3 Other Remedies. Pursue any other remedy or remedies now or hereafter available to Landlord under the laws or judicial decisions of the state in which the Premises are located. ARTICLE XVI SUBORDINATION Tenant agrees that this Lease shall be subordinate to any mortgage or deed of trust now or at any time hereafter constituting a lien upon the Premises and to any and all advances made or to be made thereunder, and to the interest thereon, and to all renewals, replacements and extensions thereof, if the mortgagee or the beneficiary named in such mortgage or deed of trust agrees therein or in a separate instrument to recognize this Lease in the event of foreclosure where Tenant is not in default hereunder and agrees to attorn to the mortgagee or any purchaser at a foreclosure sale. Upon demand by Landlord, Tenant shall execute any documents that may be required by such mortgagees or beneficiaries to further evidence subordination of this Lease to any such mortgages or deeds of trust, and shall execute estoppel certificates as requested by Landlord from time to time in the standard form of any such mortgagee or beneficiary. ARTICLE XVII HAZARDOUS WASTE Tenant represents and warrants that no Hazardous Materials will be generated, stored, deposited, disposed of, or released in, on or under the Premise except as is reasonably necessary for Tenant to carry on its business on the Premises. Tenant further represents and warrants that Tenant's improvements and equipment on the Premises shall not incorporate lead, asbestos, or PCBs. Tenant agrees to indemnify Landlord against and hold Landlord harmless from any loss, damage, liability, cost or expense, including reasonable attorneys' and consultants' fees, arising out of any breach of the foregoing warranties, including without limitation (i) those related to any claims of third parties for personal injury, property damage, or other harm, and (ii) any response costs and costs of remedial, restoration or cleanup actions suffered or incurred by Landlord arising out of or related to such introduction, use or incorporation of Hazardous Materials in, on or under the Premises by Tenant. The terms, covenants, representations and warranties contained herein shall survive the termination or expiration of this Lease. The term "Hazardous Materials" means hazardous or toxic substance, materials or wastes, including but not limited to any substance, material or waste which is (i) petroleum; (ii) asbestos; (iii) polychlorinated biphenyls (PCBs); (iv) designated as "Dangerous Waste" or "Extremely Hazardous Waste" by the State of Washington under authority of the Hazardous Waste Disposal Act, RCW Chapter 70-105, and associated regulations, WAC Chapter 173-303; (v) designated as a "Hazardous Substance" pursuant to the Comprehensive Environmental Response, Compensation and Liability act, 42 LEASE-9 U.S.C. § 9601, et seq.; (vi) designated as a "Hazardous Waste" pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq.; (vii) designated as a "Hazardous Substance" under the Clean Water Act, 33 U.S.C. § 1321, or listed pursuant to 33 U.S.C. § 1317; (viii) listed by the U.S. Department of Transportation at 49 C.F.R 172.101 or by the U.S. Environmental Protection Agency under 40 C.F.R. Part 302; and (ix) any other substance, waste or material which is regulated as hazardous or dangerous by any federal, state or local agency. ARTICLE XVIII NONWAIVER Any waiver of any right or remedy hereunder must be in writing, signed by the waiving party. Forbearance by Landlord with respect to any breach of any term, covenant or condition hereof contained shall not be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the time of acceptance of such rent. ARTICLE XIX HOLDING OVER If Tenant shall, without the written consent of Landlord, remain in possession of the Premises and fail to return them to Landlord after the expiration or termination of this Lease, the tenancy shall be a holdover tenancy at sufferance, which may be terminated according to Washington law. During such tenancy, Tenant agrees to pay to Landlord 150% of the fair rental value of the Premises, unless a different rate is agreed upon by Landlord. All other terms of the Lease shall remain in effect other than any options to extend the Term. Tenant acknowledges and agrees that this Section does not grant any right to Tenant to holdover, and that Tenant may also be liable to Landlord for any and all damages or expenses which Landlord may have to incur as a result of Tenant's holdover. ARTICLE XX ASSIGNMENT AND SUBLETTING Except as otherwise provided in this Article, Tenant shall not assign this Lease nor sublet the whole or any part of the Premises to any person or entity, and any such assignment or subletting shall be void. As used herein the term "Assignment' includes without limitation transfers to a subsidiary or affiliated entity, the restructuring of a limited partnership, transfers of interest by or between individual partners if Tenant is a LEASE- 10 partnership, transfers of stock by stockholders if Tenant is a corporation, and any assignment in connection with any corporate merger or consolidation. The parties agree that Tenant may sublease all or a portion of the Premises to SAFE. Any sublease is subject to the prior written approval of Landlord. As part of any sublease, SAFE must agree to abide by and be bound by the terms of this Lease including, without limitation, all provisions regarding use of the property, termination of the right to occupancy/tenancy, indemnification/hold harmless, retention of records, and inspection/access. Landlord, in its sole discretion, may require specific provisions contained in this Lease to also be in any sublease to SAFE. Any sublease shall be required to terminate no later than the termination of this Lease. ARTICLE XXI NOTICES All notices under this Lease shall be in writing and effective (i) when delivered in person or via overnight courier to the other party, or (ii) three (3) days after being sent by registered or certified mail to the other party at the address set forth in this Section: TO CITY: City of Yakima TENANT Yakima, WA 98901 Greater Yakima Chamber of Commerce 10 N. 9th St. Yakima, WA 98901 ARTICLE XXII COSTS AND ATTORNEYS' FEES In any suit, action or appeal therefrom to enforce any provision hereof, or to interpret this Lease, the prevailing party shall be entitled to recover its costs incurred therein including reasonable attorneys' fee. In addition, if it becomes necessary for Landlord to employ an attorney by reason of any default on the part of Tenant where no suit or action is commenced, Tenant agrees to pay on demand from Landlord all costs or expenses incurred by Landlord in connection with such default including attorneys' fees. ARTICLE XXIII LANDLORD'S ACCESS Landlord and its agents shall have the right to enter the Premises at reasonable times for the purpose of inspecting it, showing it to prospective purchasers or lenders, and making such repairs as Landlord may deem necessary or desirable. Landlord may, LEASE - 11 at any time, place on or about the Premises any ordinary "For Sale" signs and may, during the term, place on or about the Premises any ordinary "For Sale or Lease" signs, without rebate of rent or liability to Tenant. ARTICLE XXIV CAPTIONS AND CONSTRUCTION The titles to the sections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. ARTICLE XXV REMOVAL OF PROPERTY If Tenant shall fail to remove any of its property of any nature whatsoever from the Premises at the termination of this Lease or when Landlord has the right of reentry, Landlord may, at its option, remove and store said property without liability for loss thereof or damage thereto, such storage to be for the account and at the expense of Tenant. If Tenant shall not pay the cost of storing any such property after it has been stored for a period of thirty (30) days or more, Landlord may, at its option, sell or permit to be sold any or all of such property at public or private sale, in such manner and at such times and places as Landlord in its sole discretion may deem proper, without notice to Tenant, and shall apply the proceeds of such sale as follows: First, to the cost and expense of such sale, including reasonable attorneys' fees actually incurred; second, to the payment of the costs or charges for removing and storing any such property; third, to the payment of any other sums of money which may then be or thereafter become due Landlord from Tenant under any of the terms hereof; and fourth, the balance, if any, to Tenant. ARTICLE XXVI SUCCESSORS This Lease shall apply to and be binding upon Landlord and its successors and assigns, and Tenant and its heirs, personal representatives, successors and assigns. This provision shall not limit the prohibition/limitation on assignment and subletting by Tenant, ARTICLE XXVII ACCEPTANCE OF PREMISES Tenant accepts the Premises "as is" at the commencement of the term of this Lease and in its then present condition and subject to all applicable municipal, county and state laws, ordinances and regulations governing and regulating the use of the Premises accepts this Lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant acknowledges that neither Landlord nor Landlord's agents have LEASE-12 made any representation or warranty as to the suitability of the Premises for the conduct of Tenant's business. ARTICLE XXVIII SALE OF PREMISES BY LANDLORD At closing of any sale of the Premises by Landlord or of a subsequent sale of the Premises, the Purchaser shall be deemed to have assumed and agreed to carry out all of the covenants and obligations of Landlord hereunder; and Tenant agrees that Landlord and any subsequent owner of the Premises shall be released and discharged from any liability hereunder arising out of any act or omission occurring after closing of such sale. ARTICLE XXIX TENANT'S STATEMENT Tenant shall, at any time and from time to time, upon not less than three (3) days' prior written notice from Landlord, execute, acknowledge, and deliver to Landlord a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the date to which the rental and other charges are paid in advance, if any; (b) acknowledging that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder or specifying what defaults, if any, are claimed; and (c) setting forth the date of commencement of rents and expiration of the term hereof. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises is a part. ARTICLE XXX RECORDATION/MEMORANDUM OF LEASE Tenant will not record this Lease without the prior written consent of Landlord. Upon Landlord's request to Tenant, at any time, the parties will execute and record a memorandum of this Lease. LEASE -13 ARTICLE XXXI SEVERABILITY The invalidity or unenforceability of any provision of this Lease shall not affect the validity or enforceability of any other provision. ARTICLE XXXII GOVERNING LAWNENUE This Lease shall be governed by and construed in accordance with the laws of the State of Washington. Venue for any cause of action shall lie in the Superior Court for Yakima County, State of Washington. ARTICLE XXXII] RECORDS & RECORDS RETENTION a. The records relating to the services provided under this Lease shall, at all times, be subject to inspection by and with the approval of the City, but the making of (or failure of or delay in making) such inspection or approval shall not relieve the Tenant of responsibility for performance of this Lease in accordance hereto, notwithstanding the City's knowledge of defective or non -complying performance, its substantiality or the ease of its discovery. Tenant shall provide the City sufficient, safe, and proper facilities, and/or send copies of the requested documents to the City. Tenant's records relating to this Lease will be provided to the City upon the City's request. b. Tenant shall promptly furnish the City with such information and records which are related to this Lease as may be requested by the City. Until the expiration of six (6) years after final payment of the compensation payable under this Lease, the termination date of this Lease, or for a longer period if required by law or by the Washington Secretary of State's records retention schedule, Tenant shall retain and provide the City access to (and the City shall have the right to examine, audit and copy) all of Tenant's books, documents, papers and records which are related to this Lease. If any litigation, claims or audit findings involving the records is started before the expiration of the six -year period, the records shall be retained until all litigation, claims or audit findings involving the records is resolved. c. All records relating to this Lease must be made available to the City, and the records relating to this Lease are City of Yakima records. They must be produced to third parties, if required, pursuant to the Washington State Public Records Act, Chapter 42.56 RCW, or by law. d. The terms of this section shall survive any expiration or termination of this Lease. LEASE-14 ARTICLE XXXIV TERMINATION WITHOUT CAUSE In the event either party wishes to terminate this Lease without cause or for convenience, by giving the other party fifteen (15) days written notice of termination. In the event of termination without cause or for convenience, the Tenant may continue to occupy the Premises through the notice period and shall vacate the Premises on or before the end of the notice period. Upon the running of the notice period, the Lease shall terminate and possession of the Premises shall be turned over to Landlord. ARTICLE XXXV ENTIRE AGREEMENT This Lease sets forth the entire understanding and agreement of Landlord and Tenant with respect to the Premises and the lease thereof, and all prior understandings or agreements are merged herein, This Lease may be amended or modified only in writing signed by both parties. Dated this day and year set forth hereinabove. LANDLORD: y=�= Victoria Bak LEASE - 15 TENANT: By: Its: STATE OF WASHINGTON s, County of Yakima On this day personally appeared before me Victoria Baker to me known to be the City Manager of Landlord and executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of the Landlord, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the said instrument. S� GIVENUNDER MY HAND AND OFFJOrA,.. SEAL this day of , 2024, /QN EXPIF. WAS STATE OF WASHINGTON ss. County of Yakima 6mQ PI (Pr intlame) Notary Public in and for the of Washington, residing at My commission expires ate On t d y personally appeared before me Ym` 'S'r R1-r to me known to be the I) prnrnir of Tenant and executed the foregoing instrument, and acknowledge the said instrument to be the free and voluntary act and deed of said Tenant, for the uses and purposes therein mentioned, and on oath stated that they were authorized to execute the said instrument. }. GIVEN UNDER MY HAND AND OFFICIAL SEAL this _ day of Yper , 2 202.L LEASE-16 (Print Name) Notary Public in and for the Smote of Washington, residing at My commission expires EXHIBIT "A" LEGAL DESCRIPTION File No.: 300366 Lots, Block 170, HUSON'S ADDITION TO NORTH YAKIMA, as recorded in VolumeAofPlats, Page 11, records of Yakima County, VVbshington; EXCEPT Beginning at the Northwest comer of said Lot 5; thence North 70° 00' 32° East along the North line thereof 65.50 feet; thence South 20° 00' 00° East 2.13 feet; thence South 70° 00' 32° West 65.50 feet to the West line of said Lot 5; thence North 20° 00' 00° West 2.13 feet to the point of beginning; ALSO that portion of Lot 4, Block 170, HUSON'S ADDITION TO NORTH YAKIMA, as recorded in Volume "A" of Plats, Page 11, records of Yakima County, Washington, described as follows: Beginning at the Southeast comer of Lot 5 of said Block 170; thence South 70° 00' 32" West along the Southerly boundary line of said Lot 5 to the Southwest comer thereof; thence South 20° 00' 00" East 12.13 feet along the Westerly line of said Lot 4; thence North 70° 00' 32° East to the Easterly line of said Lot 4; thence North 20° 00' 00° West along the Easterly line of said Lot 4 to the point of beginning; ALSO that portion of Lot 6, Block 170, HUSON'S ADDITION TO NORTH YAKIMA, as recorded in Volume "A" of Plats, Pagp 11, records of Yakima County, Washington, described as follows: Beginning at the Southwest comer of said Lot 6; thence North 70° 00' 32" East along the South line thereof 65.50 to the point of beginning; thence continuing North 70° 00' 32" East 74.50 feet to the Southeast comer of said Lot 6; thence North 20° 00' 00° West along the East line of said Lot 6 a distance of 8.87 feet; thence South 70° 00' 32" West 74.50 feet to the Intersection with a line bearing North 20° 00' 00° West from the point of beginning; thence South 20° 00' 00" East 8.87 feet to the point of beginning. Situated In Yakima County, State of Washington. File No.: 300368 Exhibit A Legal Description Page 1 of 1 FILE# 821.2499 YAKIMA COUNTY WA 10/31/2024 03:32:01PM LEASE PAGES• 18 SIMPLIEILE VALLEY TITLE GUARANTEE Rcording Poo: $320.50 WHEN RECORDED RETURN TO: City of Yakima 129N2"MSt Yakima WA 98901 Commercial Lease Agreement Reference Ws: Grantor. City of Yakima Trustee: Grantees: Greater Yakima Chamber of Commerce Abbreviated Legal: Ptn of Lots 4-6, Block 170, HUSON'S ADDITION TO NORTH YAKIMA, A-11 Full legal on exhibit A attached. Assessor's Property Tax ParceVAccount Number. 191319-12611 Emergency nonstandard document recording: I am requesting an emergency nonstandard recording for an additional fee as provided in RCW 38-18-010. I understand that the recording processing requirements may cover up or otherwise obscure some part of the text of the original document Signature: The Audltor/Reoorder will rely on the information provided an the form. The staff will not read the document to verify the accuracy or completeness of the Indexing Information provided herein. ,.,.....,,, ..,_.�. , wa...._ 4.1444 WHEN RECORDED RETURN TO: City of Yakima 129N2ndSt Yakima WA 98901 Commercial Lease Agreement Reference #'s: Grantor: City of Yakima Trustee: Grantees: Greater Yakima Chamber of Commerce Abbreviated Legal: Ptn of Lots 4-6, Block 170, HUSON'S ADDITION TO NORTH YAKIMA, A-11 Full legal on exhibit A attached. Assessor's Property Tax Parcel/Account Number: 191319-12511 Emergency nonstandard document recording: I am requesting an emergency nonstandard recording for an additional fee as provided In RCW 36-18-010. I understand that the recording processing requirements may cover up or otherwise obscure some part of the text of the original document. Signature: The Auditor/Recorder will rely on the information provided on the form. The staff will not read the document to verify the accuracy or completeness of the indexing information provided herein.