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HomeMy WebLinkAboutR-2022-090 Resolution authorizing a Commercial Lease with McCurley Fruitvale Property, LLC to lease the property located at 506 Fruitvale Boulevard, Yakima, WashingtonA RESOLUTION RESOLUTION NO. R-2022-090 authorizing a Commercial Lease between McCurley Fruitvale Property, LLC and the City of Yakima to lease the property located at 506 Fruitvale Boulevard, Yakima, Washington. WHEREAS, the City is purchasing the property at 506 Fruitvale Boulevard from McCurley Fruitvale Property, LLC; and WHEREAS, part of the negotiation of the purchase and sale agreement is the option for McCurley Fruitvale Property to lease back the property from the City for a minimum of 24 months at a monthly rental amount of $33,975.00 per month with an annual base rent increase; and WHEREAS, the Transit Division will need at least 24 months to prepare for and plan improvements to the property so leasing it back to McCurley provides that time as well as income to the City; and WHEREAS, the Lease Agreement will be signed at the time of closing of the sale, and thus is contingent on the sale of the property; and WHEREAS, the City Council finds that it is in the best interests of the City of Yakima and its residents to authorize and enter into the Commercial Lease Agreement for the property located at 506 Fruitvale Boulevard; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute the Commercial Lease Agreement between McCurley Fruitvale Property, LLC and the City of Yakima, contingent upon, and at the time of closing of the sale of the property from McCurley Fruitvale Property, LLC to the City of Yakima, for the lease of the property at 506 Fruitvale Boulevard, Yakima, Washington, pursuant to the terms and conditions outlined therein. ADOPTED BY THE CITY COUNCIL this 1st day of August, 2022. ATTEST: Claar Tee, City CI Soneya Lund, Assistant Mayor ilk SVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 1 Single Tenant Gross Lease Rev. 9/20201 Page 1124 THIS LEASE AGREEMENT (the "Lease") is entered into and effective as of this 2Oth day of July , 2022 , between, City of Yakima a(n) Public Entity ("Landlord"), and McCurley Fruitvale Property, a(n) LLC ("Tenant"). Landlord and Tenant agree as follows: 1. LEASE SUMMARY. a. Leased Premises. The leased commercial real estate ( "Premises") consists of the real property legally described on the attached Exhibit A, including all improvements thereon, and commonly described as 506 W. Fruitvale. Yakima. WA (address). b. Lease Commencement Date. The term of this Lease shall commence upon [check one): _ Substantial completion of (choose one) _ Landlord's Work, or _ Tenant's Work, as further described in the attached Exhibit B ("Work Letter"), but in no event later than ,20 X September 7, 2022 (the "Commencement Date"). c. Lease Termination Date. The term of this Lease shall terminate at midnight on the last day of the 36th full month following the Commencement Date, or such earlier or later date as otherwise provided in Section 3 (the "Termination Date"). Tenant shall have no right or option to extend this Lease, unless otherwise set forth in a rider attached to this Lease (e.g., Option to Extend Rider, CBA Form OR). d. Base Rent. The monthly base rent shall be (check one): _ $_ , or X according to the Rent Rider attached hereto ("Base Rent"). Rent shall be payable by wire transfer or at Landlord's address shown in Section 1[h) below, or such other place designated in writing by Landlord. e. Prepaid Rent. Upon execution of this Lease, Tenant shall deliver to Landlord the sum of $33,975 as prepaid Rent, to be applied to Rent due for the first month of the Lease. f. Security Deposit. Upon execution of this Lease, Tenant shall deliver to Landlord the sum of $ 0 to be held as a security deposit pursuant to Section 5 below. The security deposit shall be in the form of (check one): _cash, _check or wire transfer, _or letter of credit according to the Letter of Credit Rider (CBA Form LCR) attached hereto. g. Permitted Use. The Premises shall be used only for Auto Dealership and Related Uses, subject to applicable zoning and other laws, and for no other purpose without the prior written consent of Landlord (the "Permitted Use"). h. Notice and Payment Addresses. Landlord: City of Yakima Fc/oScc,IF k i-, 2301 FmrtvAlc RI Yakima. WA 9890t, Phone No.: S-`-A __ I I Email: Sco ,Sc tna(-ev- yaV.4VW4 vr(,- q0I Tenant: Mason McCurley PO Box 2698 Pasco, WA 99302 Phone No.: 509.544-6450 Email: mason®mccurley.net 2. PREMISES. a. Lease of Premises. Landlord leases to Tenant, and Tenant leases from Landlord the Premises upon the terms specified in this Lease. b. Acceptance of Premises. Except as specified elsewhere in this Lease, Landlord makes no representations or warranties to Tenant regarding the Premises, including the structural condition of the Premises or the condition of all mechanical, electrical, and other systems on the Premises. Except for any tenant improvements to be completed by Landlord as described in the Work Letter attached as Exhibit B ("Landlord's Work"), Tenant shall accept the Premises and its improvements in their respective AS -IS, WHERE -IS condition, and shall further be responsible for performing any work necessary CBA Text Disclaimer Text deleted by licensee Indicated by stake. New text inserted by licensee Indicated by small capital letters. aI� svN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 'Single Tenant Gross Lease Rev 9/20201 Page 2124 to bring the Premises into a condition satisfactory to Tenant. By signing this Lease, Tenant acknowledges that it has had adequate opportunity to investigate the Premises; acknowledges responsibility for making any corrections, alterations and repairs to the Premises (other than Landlord's Work); and acknowledges that the time needed to complete any such items shall not delay the Commencement Date. c. Tenant Improvements. The Work Letter attached as Exhibit B sets forth all of Landlord's Work, if any, and all tenant improvements to be completed by Tenant ("Tenant's Work"), if any, that will be performed on the Premises. Responsibility for design, payment and performance of all such work shall be as set forth in the Work Letter. 3. TERM. The term of this Lease shall commence on the Commencement Date and shall end on the Termination Date, subject to any option to extend the term of this Lease set forth in a rider attached hereto [the "Term"). a. Early Possession. Tenant shall have reasonable access to the Premises during the 0 days [0 days if not filled in) preceding the Commencement Date for the sole purpose of installing Tenant's furniture, telecommunications, fixtures, telephone systems and computer cabling and the performance of Tenant's Work, if any. Such access shall be fully coordinated with Landlord in advance and Tenant shall not interfere with Landlord's Work. All of the terms and conditions of this Lease, including Tenant's insurance and indemnification obligations, shall apply during such time, except for payment of Base Rent. If Landlord permits Tenant to possess and occupy the Premises prior to the Commencement Date specified in Section 1, then such early occupancy shall not advance or change the Commencement Date or the Termination Date set forth in Section 1. b. Delayed Possession. Landlord shall act diligently to make the Premises available to Tenant; provided, however, neither Landlord nor any agent or employee of Landlord shall be liable for any damage or loss due to Landlord's inability or failure to deliver possession of the Premises to Tenant as provided in this Lease. If possession is delayed, the Commencement Date set forth in Section 1 shall also be delayed. If Landlord does not deliver possession of the Premises to Tenant within _ days (60 days if not filled in) after the Commencement Date specified in Section 1 [check one): _Tenant may elect to cancel this Lease by giving written notice to Landlord no later than days (10 days if not filled in) after such time period ends, or _ then all Base Rent and Additional Rent [defined below) shall be abated for each one [1) day after the Commencement Date during which possession of the Premises has not been delivered to Tenant. If Tenant gives such notice of cancellation, as Tenant's sole and exclusive remedy, the Lease shall be cancelled, all prepaid Rent and security deposits shall be refunded to Tenant, and neither Landlord nor Tenant shall have any further obligations to the other. Notwithstanding anything in this Paragraph 3(b) to the contrary, to the extent that any portions of the Landlord's Work or Tenant's Work have not been sufficiently completed in time for the Tenant to occupy or take possession of the Premises on the Commencement Date due to the failure of Tenant to fulfill any of its obligations under this Lease ("Tenant Delays"), the Lease Term and Tenant's obligation to pay Base Rent and Additional Rent shall nevertheless commence on the Commencement Date set forth in Section 1, or upon the date that the Commencement Date would have occurred but for the Tenant Delays. The first "Lease Year" shall commence on the Commencement Date and shall end on the date which is twelve [12) months from the end of the month in which the Commencement Date occurs. Each successive Lease Year during the Term shall be twelve [12) months, commencing on the first day following the end of the preceding Lease Year. 4. RENT. a. Payment of Rent. Tenant shall pay Landlord without notice, demand, deduction, or offset, in lawful money of the United States, the base monthly rental stated in Section 1 CBA Text Disclaimer Text deleted by licensee Indicated by strike. New text Inserted by licensee Indicated by small capital letters. i4SVN 3ULR n COMPANY LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 'Single Tenant Gross Lease Rev. 9/20201 Page 3124 above in advance on or before the eighth day of each month during the Term beginning on (check one): X the Commencement Date, or (if no date specified, then on the Commencement Date), and shall also pay any other additional payments due to Landlord ("Additional Rent" and together with Base Rent, the "Rent") when required under this Lease. Payments for any partial month during the Term shall be prorated. All payments due to Landlord under this Lease, including late fees and interest, shall also constitute Additional Rent, and upon Tenant's failure to pay any such costs, charges or expenses, Landlord shall have the same rights and remedies as otherwise provided in this Lease for the failure of Tenant to pay Rent. b. Late Charges; Default Interest. If any sums payable by Tenant to Landlord under this Lease are not received within five [5) business days after their due date, Tenant shall pay Landlord an amount equal to the greater of $100 or 5% of the delinquent amount for the cost of collecting and handling such late payment in addition to the amount due and as Additional Rent. All delinquent sums payable by Tenant to Landlord and not paid within five [5) business days after their due date shall, at Landlord's option, bear interest at the rate of 15% per annum, or the highest rate of interest allowable by law, whichever is less (the "Default Rate"). Interest on all delinquent amounts shall be calculated from the original due date to the date of payment. c. Less Than Full Payment. Landlord's acceptance of less than the full amount of any payment due from Tenant shall not be deemed an accord and satisfaction or compromise of such payment unless Landlord specifically consents in writing to payment of such lesser sum as an accord and satisfaction or compromise of the amount which Landlord claims. Any portion that remains to be paid by Tenant shall be subject to the late charges and default interest provisions of this Section. 5. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deliver to Landlord the security deposit specified in Section 1 above. Landlord's obligations with respect to the security deposit are those of a debtor and not of a trustee, and Landlord may commingle the security deposit with its other funds. If Tenant defaults in the performance of any covenant or condition of this Lease, Landlord shall have the right, but not the obligation, to use or retain all or any portion of the security deposit for the payment of: (i) Base Rent, Additional Rent, or any other sum as to which Tenant is in default; or (ii) the amount Landlord spends or may become obligated to spend, or to compensate Landlord for any losses incurred by reason of Tenant's default. Tenant acknowledges, however, that the security deposit shall not be considered as a measure of Tenant's damages in case of default by Tenant, and any payment to Landlord from the security deposit shall not be construed as a payment of liquidated damages for Tenant's default. If at any time during the Lease the security deposited delivered by Tenant becomes insufficient to cover the amounts required under this Section 5, whether or not due to Landlord's application of all or a portion of the security deposit as contemplated by this Section, Tenant shall, within five [5) days after written demand therefor by Landlord, deposit with Landlord an amount sufficient to replenish the security deposit to the amount required in Section 1 above. If Tenant is not in default of any covenant or condition of this Lease at the end of the Term, Landlord shall return any unused portion of the security deposit without interest within 30 days after the surrender of the Premises by Tenant in the condition required by Section 11 of this Lease. 6. USES. The Premises shall be used only for the Permitted Use, and for no other business or purpose without the prior written consent of Landlord. Tenant shall not do or permit any act to be done on or around the Premises that violates any law, ordinance, governmental regulation or order or that will increase the existing rate of insurance on the Premises, or cause the cancellation of any insurance on the Premises. Tenant shall not commit or allow to be committed any waste upon the Premises, or any public or private nuisance. 7. COMPLIANCE WITH LAWS. Landlord represents to Tenant that, as of the Commencement Date, to Landlord's knowledge, but without duty of investigation, and with the exception of any Tenant's Work, the Premises comply with all applicable laws, rules, regulations, and orders, CBA Text Disclaimer Text deleted by licensee indicated by sbike. New text Inserted by licensee Indicated by small capital letters i PSVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 'Single Tenant Gross Lease Rev. 9/20201 Page 4124 including without limitation, the Americans With Disabilities Act and Landlord shall be responsible to promptly cure at its sole cost any noncompliance which existed on the Commencement Date. Tenant shall be responsible for complying with all laws applicable to the Premises as a result of the Permitted Use, and Tenant shall be responsible for making any changes or alterations as may be required by law, rule, regulation, or order for the Permitted Use at its sole cost and expense. Otherwise, if changes or alterations are required by law, rule, regulation, or order unrelated to the Permitted Use, Landlord shall make such changes and alterations at its expense. 8. UTILITIES AND SERVICES. Landlord shall not be responsible for providing any utilities or services to the Premises and shall not be liable for any loss, injury or damage to person or property caused by or resulting from any variation, interruption, or failure of utilities due to any cause whatsoever, and Rent shall not abate as a result thereof, except to the extent due to the intentional misconduct or gross negligence of Landlord. Tenant shall be responsible for determining the availability of utilities and for determining the adequacy of their capacities for Tenant's needs. Tenant shall install and connect, as necessary, and directly pay for all water, sewer, gas, janitorial, electricity, garbage removal, heat, telephone, internet, cable services, and other utilities and services used by Tenant on the Premises during the Term, as the same may be extended, whether or not such services are billed to Landlord for reimbursement by Tenant. Tenant will also procure, or cause to be procured, without cost to Landlord, all necessary permits, licenses or other authorizations required for the lawful and proper installation, maintenance, replacement, and removal on or from the Premises of wires, pipes, conduits, tubes, and other equipment and appliances for use in supplying all utilities or services to the Premises. Landlord, upon request of Tenant, and at the sole expense and liability of Tenant, shall cooperate with Tenant in any reasonable applications required for obtaining or continuing such utilities or services. 9. TAXES AND ASSESSMENTS. Tenant shall pay all taxes, assessments, liens and license fees ("Taxes") levied, assessed or imposed by any authority having the direct or indirect power to tax or assess any such liens, related to or required by Tenant's use of the Premises as well as all Taxes on Tenant's personal property located on the Premises. Landlord shall pay all Taxes with respect to the Premises. 10. ALTERATIONS. Tenant may make alterations, additions or improvements to the Premises (the "Alterations"), only with the prior written consent of Landlord, which consent, with respect to Alterations not affecting the structural components of the Premises or utility systems therein or for which the aggregate cost and expense does not exceed $10,000, shall not be unreasonably withheld, conditioned, or delayed. Landlord shall have 30 days following Tenant's request for Landlord's consent to Alterations to respond to such request, provided that Tenant's request includes the name of Tenant's contractors and reasonably detailed plans and specifications therefor. The term "Alterations" shall not include: (i) any of Tenant's Work approved by Landlord pursuant to Exhibit B, (ii) Tenant's Signage [as further provided in Section 13), or (iii) the installation of shelves, movable partitions, or Tenant's equipment, and trade fixtures that may be installed and removed without damaging existing improvements or the structural integrity of the Premises. Tenant shall perform all work within the Premises at Tenant's expense in compliance with all applicable laws and shall complete all Alterations in accordance with plans and specifications approved by Landlord, using contractors approved by Landlord. Tenant shall pay when due, or furnish a bond for payment of (as set forth in Section 18), all claims for labor or materials furnished to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanics' or materialmens' liens against the Premises or any interest therein. Except as otherwise provided in the Work Letter attached as Exhibit B with respect to Tenant's Work, any improvements installed as part of Tenant Work's or Alterations performed or caused to be performed by Tenant (check one): X shall become the property of Landlord, or _ shall be removed by Tenant at its sole cost and expense upon the CBA Text Disclaimer Text deleted by licensee Indicated by strike. New text Inserted by licensee Indicated by smell capital letters. G 4SVN tr rr�e a C IMPANY LEASE AGREEMENT [Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev. 9/20201 Page 5124 expiration or earlier termination of the Term, (unless Landlord conditioned its consent upon Tenant leaving a specified Alteration at the Premises, in which case Tenant shall not remove such Alteration and it shall become Landlord's property). Tenant shall immediately repair any damage to the Premises caused by removal of improvements performed as part of Tenant's Work and/or Alterations. 11. REPAIRS AND MAINTENANCE; SURRENDER. Tenant shall, at its sole cost and expense, maintain the entire Premises, including without limitation, the roof surface and routine repairs and maintenance to all heating, ventilation, and air conditioning ("HVAC") equipment at the Premises, in good condition and promptly make all repairs and replacements, whether structural or non-structural, necessary to keep the Premises in safe operating condition, including all utilities and other systems serving the Premises, but excluding the roof structure, subfloor, foundation, exterior walls, and capital replacements to the HVAC system (collectively, "Landlord's Repair Items"), which Landlord shall maintain in good condition and repair at Landlord's expense. Tenant shall not damage any Landlord's Repair Items and shall promptly repair any damage or injury done thereto caused by Tenant or its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees. Notwithstanding anything in this Section to the contrary, Tenant shall not be responsible for any repairs to the Premises made necessary by the negligence or willful misconduct of Landlord or its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees therein. If Tenant fails to perform Tenant's obligations under this Section, Landlord may at Landlord's option enter upon the Premises after 10 days' prior notice to Tenant and put the same in good order, condition and repair, and the cost thereof, together with interest thereon at the Default Rate set forth in Section 4, shall be due and payable as Additional Rent to Landlord together with Tenant's next installment of Base Rent. Upon expiration or earlier termination of the Term, Tenant shall promptly and peacefully surrender the Premises to Landlord, together with all keys, in materially as good condition as when received by Tenant from Landlord or as thereafter improved [but subject to any obligations to remove any Tenant's Work and Alterations and/or restore the same as provided elsewhere in this Lease), reasonable wear and tear and insured casualty excepted. However, tenant reserves the right to decommission as outlined in exhibit B. Tenant to have all responsibility for service, maintenance, repair of HVAC system if needed. Landlord will only be responsible for replacement of HVAC system, if needed. 12. ACCESS AND RIGHT OF ENTRY. After twenty-four (24) hours' notice from Landlord (except in cases of emergency, when no notice shall be required), Tenant shall permit Landlord and its agents, employees and contractors to enter the Premises at all reasonable times to make repairs, inspections, alterations or improvements, provided that Landlord shall use reasonable efforts to minimize interference with Tenant's use and enjoyment of the Premises. This Section shall not impose any repair or other obligation upon Landlord not expressly stated elsewhere in this Lease. After reasonable notice to Tenant, Landlord shall have the right to enter the Premises for the purpose of (a) showing the Premises to prospective purchasers or lenders at any time, and to prospective tenants within 180 days prior to the expiration or sooner termination of the Term; and, (b) posting "for lease" signs within 180 days prior to the expiration or sooner termination of the Term. 13. SIGNAGE. Tenant shall obtain Landlord's written consent as to size, location, materials, method of attachment, and appearance, before installing any signs upon the Premises. Tenant shall install and maintain any approved signage ("Signage") at Tenant's sole expense and in compliance with all applicable laws. Unless as otherwise provided in Exhibit B with respect to any Tenant Work, any Signage installed by Tenant shall be removed from the Premises at Tenant's expense upon the expiration or earlier termination of the Lease term. Tenant shall not CBA Text Disclaimer Text deleted by licensee indicated by stoke. New text Inserted by licensee indicated by small capital letters 4SVN mnta w LDIdPANY LEASE AGREEMENT [Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev. 9/20201 Page 6124 damage or deface the Premises in installing or removing Signage and shall repair any injury or damage to the Premises caused by such installation or removal. 14. DESTRUCTION OR CONDEMNATION. a. Damage and Repair. If the Premises are partially damaged but not rendered untenantable, by fire or other insured casualty, then Landlord shall diligently restore the Premises to the extent required below and this Lease shall not terminate. Tenant may, however, terminate the Lease if Landlord is unable to restore the Premises within six [6) months of the casualty event by giving 20 days' notice of termination. The Premises shall not be deemed untenantable if 25% or less of the Premises are damaged. If insurance proceeds are not available or are not sufficient to pay the entire cost of restoring the Premises, or if Landlord's lender does not permit all or any part of the insurance proceeds to be applied toward restoration, then Landlord may elect to terminate this Lease and keep the insurance proceeds, by notifying Tenant within 60 days of the date of such casualty. If 50% or more of the rentable area of the Premises are destroyed or damaged and rendered untenantable, by fire or other casualty, Landlord may, at its option: [a) terminate this Lease as provided herein, or [b) restore the Premises to their previous condition to the extent required below; provided, however, if such casualty event occurs during the last six [6) months of the Lease term [after considering any option to extend the term timely exercised by Tenant) then either Tenant or Landlord may elect to terminate the Lease. If, within 60 days after receipt by Landlord from Tenant of written notice that Tenant deems the Premises untenantable, Landlord fails to notify Tenant of its election to restore the Premises, or if Landlord is unable to restore the Premises within six [6) months of the date of the casualty event, then Tenant may elect to terminate the Lease upon 20 days' written notice to Landlord unless Landlord, within such 20 day period, notifies Tenant that it will in fact restore the Premises or actually completes such restoration work to the extent required below, as applicable. If Landlord restores the Premises under this Section 14, Landlord shall proceed with reasonable diligence to complete the work, and the Base Rent shall be abated in the same proportion as the untenantable portion of the Premises bears to the whole Premises, provided that there shall be a Rent abatement only if the damage or destruction of the Premises did not result from, or was not contributed to directly or indirectly by the act, fault or neglect of Tenant, or Tenant's employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees. No damages, compensation or claim shall be payable by Landlord for inconvenience, loss of business or annoyance directly, incidentally or consequentially arising from any repair or restoration of any portion of the Premises. Landlord shall have no obligation to carry insurance of any kind for the protection of Tenant; any Alterations or improvements paid for by Tenant; any Tenant Work identified in Exhibit B [regardless of who may have completed them); Signage; Tenant's furniture; or on any fixtures, equipment, improvements or appurtenances of Tenant under this Lease, and Landlord's restoration obligations hereunder shall not include any obligation to repair any damage thereto or replace the same. b. 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 CNA Text Disclaimer Text deleted by licensee indicated by strike. New text Inserted by licensee indicated by small capital letters. c ISVN LEASE AGREEMENT „r„x„oM„ [Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 1 Single Tenant Gross Lease Rev. 9/20201 Page 7124 and the Base Rent shall be equitably reduced based on the proportion by which the floor area of any structures is reduced. The reduction in Base Rent shall be effective on the earlier of the date the condemning authority first has possession of such portion or title vests in the condemning authority. Landlord shall be entitled to the entire award from the condemning authority attributable to the value of the Premises and Tenant shall make no claim for the value of its leasehold estate or the Tenant's Work or any Alterations. Tenant shall be permitted to make a separate claim against the condemning authority for moving expenses, provided that in no event shall Tenant's claim reduce Landlord's award. 15. INSURANCE. a. Tenant's Liability Insurance. During the Term, 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 less 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 coverage, and, if applicable to the Permitted Use, liquor liability insurance and/or warehouseman's coverage. b. Tenant's Property Insurance. 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. c. Miscellaneous. Tenant's insurance required under this Section shall be with companies rated A-/VII 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. d. L ..lord's Ins-. 1 andlord .-hall c_ at its sole cost -.I form cIau.-cs of Toss Y Y.V. V J JY�Yl1G� coverage property insurance for the improvements that make up the Premises CBA Text Disclaimer Text deleted by licensee Indicated by stake. New text inserted by licensee indicated by small capital letters ,alp )SVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev 9/20201 Page 8124 reasonably appropriatc. e. 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 liabilities exceeding the limits of such policies. 16. 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, 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. Indemnification by Landlord. Landlord shall defend, indemnify and hold Tenant 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 Landlord or Landlord's employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees on or around the Premises, or arising from any breach of this Lease by Landlord. Landlord shall use legal counsel reasonably acceptable to Tenant in defense of any action within Landlord's defense obligation. c. 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 party'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. d. Exemption of Landlord from Liability. Except to the extent of claims arising out of Landlord's gross negligence or 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. e. Survival. The provisions of this Section 16 shall survive expiration or termination of this Lease. 17. ASSIGNMENT AND SUBLETTING. Except for assigning or subletting to McCurley of Yakima, LLC, Tenant shall not assign, sublet, mortgage, encumber or otherwise transfer any interest in this Lease [collectively referred to as a "Transfer") or any part of the Premises, without first obtaining Landlord's written consent which shall not be unreasonably withheld, conditioned, or delayed. Except for assigning or subletting to McCurley of Yakima, LLC, no Transfer shall relieve Tenant of any liability under this Lease notwithstanding Landlord's consent to such Transfer. Except for assigning or subletting to McCurley of Yakima, LLC, consent to any Transfer shall not operate as a waiver of the necessity for Landlord's consent to any subsequent Transfer. Except for assigning or subletting to McCurley of Yakima, LLC, in connection with each request for CBA Text Disclaimer Text deleted by licensee Indicated by strike. New text Inserted by licensee Indicated by small capital letters. 4SVN HFii F.k & COMPANY LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev. 9/20201 Page 9124 consent to a Transfer, Tenant shall pay the reasonable cost of processing the same, including attorneys' fees, upon demand of Landlord, up to a maximum of $1,250. Any transfer of this Lease by merger, consolidation, redemption or liquidation of Tenant, or any change in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Tenant, shall constitute a Transfer under this Section. Except for assigning or subletting to McCurley of Yakima, LLC, as a condition to Landlord's approval, if given, any potential assignee or sublessee otherwise approved by Landlord shall assume all obligations of Tenant under this Lease and shall be jointly and severally liable with Tenant and any guarantor for the payment of Rent and performance of all obligations of Tenant under this Lease. In connection with any Transfer, Tenant shall provide Landlord with copies of all assignments, subleases and assumption agreements and related documents. 18. LIENS. Tenant is not authorized to subject the Landlord's assets to any liens or claims of lien. Tenant shall keep the Premises free from any liens created by or through Tenant. Tenant shall indemnify, defend, and hold Landlord and the Premises harmless from liability for any such liens including, without limitation, liens arising from any of Tenant's Work or Alterations. If a lien is filed against the Premises by any person claiming by, through or under Tenant, Tenant shall have the right to contest the correctness or validity of the lien, provided, however, within 10 days after Landlord's demand, at Tenant's expense, Tenant shall either remove the lien or shall procure a lien release bond issued by a surety satisfactory to Landlord in form and amount sufficient to satisfy the statutory requirements for satisfaction and release of the subject lien[s) from the Premises. Tenant shall indemnify Landlord and the Premises from and against all liabilities, costs and expenses, including attorneys' fees, which Landlord could reasonably incur as a result of such lien. 19. DEFAULT. Each of the following events shall be an "Event of Default" by Tenant under this Lease: a. Failure To Pay. Failure by Tenant to pay any sum, including Rent, due under this Lease following five [5) days' notice from Landlord of the failure to pay. b. Vacation/Abandonment. Vacation by Tenant of the Premises [defined as an absence for at least 15 consecutive days without prior notice to Landlord), or abandonment by Tenant of the Premises [defined as an absence of five [5) days or more while Tenant is in breach of some other term of this Lease). Tenant's vacation or abandonment of the Premises shall not be subject to any notice or right to cure. c. Insolvency. Tenant's insolvency or bankruptcy [whether voluntary or involuntary); or appointment of a receiver, assignee or other liquidating officer for Tenant's business; provided, however, that in the event of any involuntary bankruptcy or other insolvency proceeding, the existence of such proceeding shall constitute an Event of Default only if such proceeding is not dismissed or vacated within 60 days after its institution or commencement. d. Levy or Execution. The taking of Tenant's interest in this Lease or the Premises, or any part thereof, is taken by execution or other process of law directed against Tenant, or attachment of Tenant's interest in this Lease by any creditor of Tenant, if such attachment is not discharged within 15 days after being levied. e. Other Non -Monetary Defaults. The breach by Tenant of any agreement, term or covenant of this Lease other than one requiring the payment of money and not otherwise enumerated in this Section or elsewhere in this Lease, which breach continues for a period of 30 days after notice by Landlord to Tenant of the breach, provided that, if the nature of such default is such that it cannot be cured within such 30 day period, no Event of Default shall occur so long as Tenant commences such cure within 30 days of notice by Landlord and diligently pursues such cure to completion, but in no event longer than 60 days from the date of Landlord's notice. CPO Text Disclaimer Text deleted by licensee indicated by strike. New text Inserted by licensee Indicated by small capital letters. GB lF SVN LEASE AGREEMENT [Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 'Single Tenant Gross Lease Rev 9/20201 Page 10124 f. Failure to Take Possession. Failure by Tenant to take possession of the Premises on the Commencement Date following five [5) days' notice from Landlord of Tenant's failure to take possession. Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within 30 days after notice by Tenant to Landlord, provided that, if the nature of such default is that it cannot be cured within such 30 day period, Landlord shall not be in default if Landlord commences such cure within 30 days of notice by Tenant and diligently pursues such cure to completion. If Landlord fails to cure any such default within the allotted time, Tenant's sole remedy shall be to seek actual money damages [but not consequential or punitive damages) for loss arising from Landlord's failure to discharge its obligations under this Lease. Nothing herein contained shall relieve Landlord from its duty to perform any of its obligations to the standard prescribed in this Lease. Any notice periods granted herein shall be deemed to run concurrently with and not in addition to any default notice periods required by law. 20.REMEDIES. Landlord shall have the following remedies upon an Event of Default. Landlord's rights and remedies under this Lease shall be cumulative and non-exclusive. a. Termination of Lease. Landlord may terminate Tenant's interest under the Lease, but no act by Landlord other than notice of termination from Landlord to Tenant shall terminate this Lease. The Lease shall terminate on the date specified in the notice of termination. Upon termination of this Lease, Tenant will remain liable to Landlord for damages in an amount equal to Rent and other sums that would have been owing by Tenant under this Lease for the balance of the Term, less the net proceeds, if any, of any re- letting of the Premises by Landlord subsequent to the termination, after deducting all of Landlord's Reletting Expenses [as defined below). Landlord shall be entitled to either collect damages from Tenant monthly on the days on which Rent or other amounts would have been payable under the Lease, or alternatively, Landlord may accelerate Tenant's obligations under the Lease and recover from Tenant: [i] unpaid Rent which had been earned at the time of termination; [ii) the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of Rent loss that Tenant proves could reasonably have been avoided; [iii) the amount by which the unpaid Rent for the balance of the term of the Lease after the time of award exceeds the amount of Rent loss that Tenant proves could reasonably be avoided [discounting such amount by the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus 1%); and [iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under the Lease, or which in the ordinary course would be likely to result from the Event of Default, including without limitation Reletting Expenses described below. b. Re -Entry and Reletting. Landlord may continue this Lease in full force and effect, and without demand or notice, re-enter and take possession of the Premises or any part thereof, expel the Tenant from the Premises and anyone claiming through or under the Tenant, and remove the personal property of either. Landlord may relet the Premises, or any part of them, in Landlord's or Tenant's name for the account of Tenant, for such period of time and at such other terms and conditions, as Landlord, in its discretion, may determine. Landlord may collect and receive the rents for the Premises. To the fullest extent permitted by law, the proceeds of any reletting shall be applied: first, to pay Landlord all Reletting Expenses [defined below); second, to pay any indebtedness of Tenant to Landlord other than Rent; third, to the Rent due and unpaid hereunder; and fourth, the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become due and payable, and Tenant shall not be entitled to receive any portion of such revenue. Re-entry or taking possession of the Premises by Landlord under this Section shall not be construed as an CBA Text Disclaimer Text deleted by licensee indicated by strike. New text inserted by licensee indicated by small capital letters. GBa7 4SVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev 9/20201 Page 11124 election on Landlord's part to terminate this Lease, unless a notice of termination is given to Tenant. Landlord reserves the right following any re-entry or reletting, or both, under this Section to exercise its right to terminate the Lease. Tenant will pay Landlord the Rent and other sums which would be payable under this Lease if repossession had not occurred, less the net proceeds, if any, after reletting the Premises and after deducting Landlord's Reletting Expenses. "Reletting Expenses" is defined to include all expenses incurred by Landlord in connection with reletting the Premises, including without limitation, all repossession costs, brokerage commissions and costs for securing new tenants, attorneys' fees, remodeling and repair costs, costs for removing persons or property, costs for storing Tenant's property and equipment, and costs of tenant improvements and rent concessions granted by Landlord to any new Tenant, prorated over the life of the new lease. c. Waiver of Redemption Rights. Tenant, for itself, and on behalf of any and all persons claiming through or under Tenant, including creditors of all kinds, hereby waives and surrenders all rights and privileges which they may have under any present or future law, to redeem the Premises or to have a continuance of this Lease for the Term or any extension thereof. d. Nonpayment of Additional Rent. All costs which Tenant is obligated to pay to Landlord pursuant to this Lease shall in the event of nonpayment be treated as if they were payments of Rent, and Landlord shall have the same rights it has with respect to nonpayment of Rent. e. Failure to Remove Property. If Tenant fails to remove any of its property from the Premises at Landlord's request following an uncured Event of Default, Landlord may, at its option, remove and store the property at Tenant's expense and risk. If Tenant does not pay the storage cost within five [5) days of Landlord's request, Landlord may, at its option, have any or all of such property sold at public or private sale [and Landlord may become a purchaser at such sale), in such manner as Landlord deems proper, without notice to Tenant. Landlord shall apply the proceeds of such sale: (i) to the expense of such sale, including reasonable attorneys' fees actually incurred; [ii) to the payment of the costs or charges for storing such property; [iii) 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 [iv) the balance, if any, to Tenant. Nothing in this Section shall limit Landlord's right to sell Tenant's personal property as permitted by law or to foreclose Landlord's lien for unpaid Rent, if any. 21. MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be subordinate to any mortgage or deed of trust created by Landlord which is now existing or hereafter placed upon the Premises including any advances, interest, modifications, renewals, replacements or extensions ("Landlord's Mortgage"). Tenant shall attorn to the holder of any Landlord's Mortgage or any party acquiring the Premises at any sale or other proceeding under any Landlord's Mortgage provided the acquiring party assumes the obligations of Landlord under this Lease. Tenant shall promptly, and in no event later than 15 days after request, execute, acknowledge and deliver documents which the holder of any Landlord's Mortgage may reasonably require as further evidence of this subordination and attornment. Notwithstanding the foregoing, Tenant's obligations under this Section to subordinate in the future are conditioned on the holder of each Landlord's Mortgage and each party acquiring the Premises at any sale or other proceeding under any such Landlord's Mortgage not disturbing Tenant's occupancy and other rights under this Lease, so long as no uncured Event of Default by Tenant exists. 22. NON -WAIVER. Landlord's waiver of any breach of any provision contained in this Lease shall not be deemed to be a waiver of the same provision for subsequent acts of Tenant. The acceptance by Landlord of Rent or other amounts due by Tenant hereunder shall not be deemed to be a waiver of any previous breach by Tenant. CBA Text Disclaimer Text deleted by licensee Indicated by strike. New text inserted by Ikensee indicated by small capital letters. c 1 SVN LEASE AGREEMENT [Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev. 9/20201 Page 12124 23. HOLDOVER. 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 rate of rental last payable under this Lease, 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. 24.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 Section 1. The addresses for notices and payment of Rent set forth in Section 1 may be modified by either party only by written notice delivered in conformance with this Section. 25. COSTS AND ATTORNEYS' FEES. If Tenant or Landlord engage the services of an attorney to collect monies due or to bring any action for any relief against the other, declaratory or otherwise, arising out of this Lease, including any suit by Landlord for the recovery of Rent or other payments or possession of the Premises, the losing party shall pay the prevailing party a reasonable sum for attorneys' fees in such action, whether in mediation or arbitration, at trial, on appeal, or in any bankruptcy proceeding. 26. ESTOPPEL CERTIFICATES. Tenant shall, from time to time, upon written request of Landlord, execute, acknowledge and deliver to Landlord or its designee a written statement specifying the following, subject to any modifications necessary to make such statements true and complete: (i) the total rentable square footage of the Premises; [ii) the date the Term commenced and the date it expires; [iii) the amount of minimum monthly Rent and the date to which such Rent has been paid; [iv) that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended in any way; [v) that this Lease represents the entire agreement between the parties; [vi) that all obligations under this Lease to be performed by either party have been satisfied; [vii) that there are no existing claims, defenses or offsets which the Tenant has against the enforcement of this Lease by Landlord; [viii) the amount of Rent, if any, that Tenant paid in advance; [ix) the amount of security that Tenant deposited with Landlord; [x) if Tenant has sublet all or a portion of the Premises or assigned its interest in the Lease and to whom; [xi) if Tenant has any option to extend the Term of the Lease or option to purchase the Premises; and (xii) such other factual matters concerning the Lease or the Premises as Landlord may reasonably request. Tenant acknowledges and agrees that any statement delivered pursuant to this Section may be relied upon by a prospective purchaser of Landlord's interest or assignee of any mortgage or new mortgagee of Landlord's interest in the Premises. If Tenant shall fail to respond within 10 days to Landlord's request for the statement required by this Section, Landlord may provide the statement and Tenant shall be deemed to have admitted the accuracy of the information provided by Landlord. 27. TRANSFER OF LANDLORD'S INTEREST. This Lease shall be assignable by Landlord without the consent of Tenant. In the event of any transfer or transfers of Landlord's interest in the Premises, other than a transfer for collateral purposes only, upon the assumption of this Lease by the transferee, Landlord shall be automatically relieved of obligations and liabilities accruing from and after the date of such transfer, including any liability for any retained security deposit or prepaid Rent, for which the transferee shall be liable, and Tenant shall attorn to the transferee. CBA Iced Disclaimer Text deleted by licensee indkated by strike. New text Inserted by licensee Indicated by small capital letters. ili SVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev 9/20201 Page 13124 28.LANDLORD'S LIABILITY. Notwithstanding anything in this Lease to the contrary, covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertakings and agreements for the purpose of binding Landlord personally or the assets of Landlord but are made and intended for the purpose of binding only the Landlord's interest in the Premises, as the same may from time to time be encumbered. In no event shall Landlord or its partners, shareholders, or members, as the case may be, ever be personally liable hereunder. 29. RIGHT TO PERFORM. If Tenant shall fail to timely pay any sum or perform any other act on its part to be performed hereunder, Landlord may make any such payment or perform any act on Tenant's behalf. Tenant shall, within 10 days of demand, reimburse Landlord for its expenses incurred in making such payment or performance. Landlord shall (in addition to any other right or remedy of Landlord provided by law) have the same rights and remedies in the event of the nonpayment of sums due under this Section as in the case of default by Tenant in the payment of Rent. 30.HAZARDOUS MATERIAL. As used herein, the term "Hazardous Material" means any hazardous, dangerous, toxic or harmful substance, material or waste including biomedical waste which is or becomes regulated by any local governmental authority, the State of Washington or the United States Government, due to its potential harm to the health, safety or welfare of humans or the environment. Both parties acknowledge and agree that they have had access to environmental and hazardous material information at the time of entering into this Lease. Neither party makes any assertions, representations or warrants any other hazardous materials on the property. If there is any Hazardous Material on, in, or under the Premises as of the Commencement Date which has been or thereafter becomes unlawfully released in excess of reportable quantities through no fault of Tenant, then Landlord shall indemnify, defend and hold Tenant harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses including without limitation sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees, incurred or suffered by Tenant either during or after the Term as the result of such contamination. Tenant shall not cause or permit any Hazardous Material other than those used in the day to day operation of an auto dealership to be brought upon, kept, or used in or about, or disposed of on the Premises by Tenant, its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, except with Landlord's prior consent (except in de minimis quantities typical of the Permitted Use, such as in office supplies and household cleansers) and then only upon strict compliance with all applicable federal, state and local laws, regulations, codes, ordinances, and product labels. If Tenant breaches the Tenant shall indemnify, defend and hold Landlord harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses including, without limitation, diminution in the value of the Premises; damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, or elsewhere; damages arising from any adverse impact on marketing of space at the Premises; and sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees incurred or suffered by Landlord either during or after the Term. These indemnifications by Landlord and Tenant include, without limitation, costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work, whether or not required by any federal, state or local governmental agency or political subdivision, because of Hazardous Material present in the Premises, or in soil or ground water on or under the Premises. Tenant shall immediately notify Landlord of any inquiry, investigation or notice that Tenant may receive from any third party regarding the actual or suspected presence of Hazardous Material on the Premises. CM Text Disclaimer Text deleted by licensee Indicated by strike_ Nevitext inserted by licensee indicated by small capital letters. l� SVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 1 Single Tenant Gross Lease Rev. 9/20201 Page 14124 Without limiting the foregoing, if the presence of any Hazardous Material brought upon, kept or used in or about the Premises by Tenant, its employees, officers, agents, servants, contractors, customers, clients, visitors, guests, or other licensees or invitees, results in any unlawful release of any Hazardous Material on the Premises or any adjacent property, Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Premises or any other property to the condition existing prior to the release of any such Hazardous Material; provided that Landlord's approval of such actions shall first be obtained, which approval may be withheld at Landlord's sole discretion. The provisions of this Section shall survive expiration or earlier termination of this Lease. 31. QUIET ENJOYMENT. Provided Tenant pays the Rent and performs all of its obligations in this Lease, Tenant's possession of the Premises will not be disturbed by Landlord or anyone claiming by, through or under Landlord. 32. MERGER. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger and shall, at the option of Landlord, terminate all or any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such subtenancies. 33.GENERAL. a. Heirs and Assigns. This Lease shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns. b. Brokers' Fees. Tenant represents and warrants to Landlord that except for Tenant's Broker, if any, described or disclosed in Section 35 of this Lease, it has not engaged any firm, finder or other person who would be entitled to any commission or fees for the negotiation, execution or delivery of this Lease and shall indemnify and hold harmless Landlord against any loss, cost, liability or expense incurred by Landlord as a result of any claim asserted by any such firm, finder or other person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Tenant. Landlord represents and warrants to Tenant that except for Landlord's Broker, if any, described and disclosed in Section 35, it has not engaged any firm, finder or other person who would be entitled to any commission or fees for the negotiation, execution or delivery of this Lease and shall indemnify and hold harmless Tenant against any loss, cost, liability or expense incurred by Tenant as a result of any claim asserted by any such firm, finder or other person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Landlord. c. Entire Agreement. This Lease contains all of the covenants and agreements between Landlord and Tenant relating to the Premises. No prior or contemporaneous agreements or understanding pertaining to the Lease shall be valid or of any force or effect and the covenants and agreements of this Lease shall not be altered, modified or amended except in writing signed by Landlord and Tenant. d. Severability. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision of this Lease. e. Force Majeure. Time periods for either party's performance under any provisions of this Lease (excluding payment of Rent) shall be extended for periods of time during which the party's performance is prevented due to circumstances beyond such party's control, including without limitation, fires, floods, earthquakes, lockouts, strikes, embargoes, governmental regulations, acts of God, public enemy, war or other strife; provided in no event shall any of the foregoing events operate to extend the Term of this Lease. f. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Washington. g. Memorandum of Lease. Neither this Lease nor any memorandum or "short form" thereof shall be recorded without Landlord's prior consent. CBA Text Disclaimer Text deleted by licensee indicated by strike. New text inserted by licensee indicated by small capital letters. 4SVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev 9/20201 Page 15124 h. Submission of Lease Form Not an Offer. One party's submission of this Lease to the other for review shall not constitute an offer to lease the Premises. This Lease shall not become effective and binding upon Landlord and Tenant until it has been fully executed by both parties. i. No Light, Air or View Easement. Tenant has not been granted an easement or other right for light, air or view to or from the Premises. Any diminution or shutting off of light, air or view by any structure which may be erected on or adjacent to the Premises shall in no way affect this Lease or the obligations of Tenant hereunder or impose any liability on Landlord. j. Authority of Parties. Each party to this Lease represents and warrants to the other that the person executing this Lease on behalf of such party has the authority to enter into this Lease on behalf of such party, that the execution and delivery of this Lease has been duly authorized, and that upon such execution and delivery this Lease shall be binding upon and enforceable against such party. k. Time. "Day" as used herein means a calendar day and "business day" means any day on which commercial banks are generally open for business in the state where the Premises are situated. Any period of time which would otherwise end on a non -business day shall be extended to the next following business day. Time is of the essence of this Lease. 34.EXHIBITS AND RIDERS. The following exhibits and riders are made a part of this Lease, and the terms thereof shall control over any inconsistent provision in the sections of this Lease: Exhibit A: Legal Description of the Premises Exhibit B: Tenant Improvement Schedule Exhibit C: Decommissioning CHECK THE BOX FOR ANY OF THE FOLLOWING THAT WILL APPLY. CAPITALIZED TERMS USED IN THE RIDERS SHALL HAVE THE MEANING GIVEN TO THEM IN THE LEASE X Rent Rider Arbitration Rider Letter of Credit Rider Guaranty of Tenant's Lease Obligations Rider Option to Extend Rider X Addendum 35. AGENCY DISCLOSURE. At the signing of this Lease, Landlord is represented by Ken Davis SVN [ Cascades (Firm Lic. #: Broker Lic. #: ) [the "Landlord's Broker"); and Tenant is represented by Rob Ellsworth SVN I Retter & Company (Firm Lic. #: 20279 Broker Lic. #: 17790) [the "Tenant's Broker"). This Agency Disclosure creates an agency relationship between Landlord, Landlord's Broker [if any such person is disclosed), and any managing brokers who supervise Landlord's Broker's performance [collectively the "Supervising Brokers"). In addition, this Agency Disclosure creates an agency relationship between Tenant, Tenant's Broker [if any such person is disclosed), and any managing brokers who supervise Tenant's Broker's performance (also collectively the "Supervising Brokers"). If Tenant's Broker and Landlord's Broker are different real estate licensees affiliated with the same Firm, then both Tenant and Landlord confirm their consent to that Firm and both Tenant's and Landlord's Supervising Brokers acting as dual agents. If Tenant's Broker and Landlord's Broker are the same real estate licensee who represents both parties, then both Landlord and Tenant acknowledge that the Broker, his or her Supervising Brokers, and his or her Firm are acting as dual agents and hereby consent to such dual agency. If Tenant's Broker, Landlord's Broker, their Supervising Brokers, or their Firm are dual agents, Landlord and Tenant consent to Tenant's Broker, Landlord's Broker and their Firm being compensated based on a percentage of the rent or as otherwise disclosed on an attached CBA Text Disclaimer Text deleted by licensee indicated by strike. New text Inserted by licensee Indicated by small capital letters. 4SVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev 9/20201 Page 16124 addendum. Neither Tenant's Broker, Landlord's Broker nor either of their Firms are receiving compensation from more than one party to this transaction unless otherwise disclosed on an attached addendum, in which case Landlord and Tenant consent to such compensation. Landlord and Tenant confirm receipt of the pamphlet entitled "The Law of Real Estate Agency" 36.COMMISSION AGREEMENT. If Landlord has not entered into a listing agreement (or other compensation agreement with Landlord's Broker), Landlord agrees to pay a commission to Landlord's Broker (as identified in the Agency Disclosure paragraph above) as follows: X 0 % of the gross rent payable pursuant to the Lease Other $ per square foot of the Premises Landlord's Broker shall X shall not [shall not if not filled in) be entitled to a commission upon the extension by Tenant of the Term pursuant to any right reserved to Tenant under the Lease calculated as provided above or as follows [if no box is checked, as provided above). Landlord's Broker _ shall X shall not (shall not if not filled in) be entitled to a commission upon any expansion of the Premises pursuant to any right reserved to Tenant under the Lease, calculated as provided above or as follows (if no box is checked, as provided above). Any commission shall be earned upon execution of this Lease, and paid one-half upon execution of the Lease and one-half upon occupancy of the Premises by Tenant. Landlord's Broker shall pay to Tenant's Broker [as identified in the Agency Disclosure paragraph above) the amount stated in a separate agreement between them or, if there is no agreement, $ or 0 % (complete only one) of any commission paid to Landlord's Broker, within five (5) days after receipt by Landlord's Broker. If any other lease or sale is entered into between Landlord and Tenant pursuant to a right reserved to Tenant under the Lease, Landlord shall shall not (shall not if not filled in) pay an additional commission according to any commission agreement or, in the absence of one, according to the commission schedule of Landlord's Broker in effect as of the execution of this Lease. Landlord's successor shall be obligated to pay any unpaid commissions upon any transfer of this Lease and any such transfer shall not release the transferor from liability to pay such commissions. 37. BROKER PROVISIONS. LANDLORD'S BROKER, TENANT'S BROKER AND THEIR FIRMS HAVE MADE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE PREMISES, THE MEANING OF THE TERMS AND CONDITIONS OF THIS LEASE, LANDLORD'S OR TENANT'S FINANCIAL STANDING, ZONING, COMPLIANCE OF THE PREMISES WITH APPLICABLE LAWS, SERVICE OR CAPACITY OF UTILITIES, OPERATING COSTS, OR HAZARDOUS MATERIALS. LANDLORD AND TENANT ARE EACH ADVISED TO SEEK INDEPENDENT LEGAL ADVICE ON THESE AND OTHER MATTERS ARISING UNDER THIS LEASE. CBA Text Disclaimer Text deleted by licensee Indicated by strike. New text inserted by licensee Indicated by small capital letter. 4SVN R, TERw CM4PANY LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev 9/20201 Page 17124 IN WITNESS WHEREOF this Lease has been executed the date and year first above written. LANDLORD: V v L — kAk--L. TENANT: LANDLORD: TENANT: Rob-Cr- Yn BY: YY1� ITS:��� CITY CONTRACT NO: 20 );Is/ RESOLUTIONNO:g• 2.0a - ii go tAIL--3u.- BY: Wyk-L 1- l c 1 ITS: CBA Text Disclaimer Text deleted by licensee Indicated by stake New text inserted by licensee indicated by small capital letters. GBk i4SVN ................. STATE OF WASHINGTON COUNTY OF �tsv-ro1J LEASE AGREEMENT (Single Tenant - Gross Lease) ss. Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 'Single Tenant Gross Lease Rev 9/20201 Page 18124 This record was acknowledged by me on w `H 1 L . 2022, by itilksc McCal.:'1 as MOut lvi of IucC4: Vtl riu_)(rU K plt k ici kC.. IN WITNESS WHEREOF, I have hereunto set my hand and affixedmy official seal the day and year first above written. ROB I ELL WORT H Notary State of Washington Commission # 167537 6 2025 My Comm. Expires Sep STATE OF WASHINGTON COUNTY OF ss. [Signature of'N !ary) ZAN s,, /W" (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at ‘ itwt+iN My appointment expires c)1(), ZS This record was acknowledged by me on , 2022, by as of IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. [Signature of Notary) [Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires CBA Text Disclaimer Text deleted by licensee Indicated by strike. New text Inserted by licensee Indicated by small capital letters. GBH' 4SVN RI LiEH 8 COMPANY STATE OF WASHINGTON COUNTY OF LEASE AGREEMENT (Single Tenant - Gross Lease) ss. Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 1 Single Tenant Gross Lease Rev. 9/20201 Page 19124 This record was acknowledged by me on . 2022, by as of IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. STATE OF WASHINGTON COUNTY OF ss. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires This record was acknowledged by me on . 2022, by as of IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. [Signature of Notary) [Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at My appointment expires CBA Text Disclaimer. Text deleted by licensee Indicated by strike. New text Inserted by licensee Indicated by small capital letters. i4SVN LEASE AGREEMENT (Single Tenant - Gross Lease) EXHIBIT A [Legal Description of the Premises] Yakima County Tax Parcel[s) #: 181313-42525 Legally Described As: Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev. 9/20201 Page 20124 Section 13 Township 13 Range 18 Quarter SE: Plat LEAMING'S ADDITION TO NORTH YAKIMA (A-71): The West 270 feet of Lots 1, 2 & 3 TOGETHER WITH that portion of vacated Quince Street acurring thereto, disclosed by Ordinace No. 2005-01 under Auditor's File No. 7453667 EXCEPT that portion of said Lot 3, lying Northerly and Easterly of the Southerly and westerly right of way of State highway as established on the ground on November 25,1940, Together with that portion of the Yakima Water, Light and Power Co: s right of way, as shown on the plat of Leaming's Addition to North Yakima, lying Westerly of the West right of way line of North 5th Avenue and Easterly of the right of way line of North 6th Avenue, EXCEPT that portion of the above described parcel described as follows: Beginning at the Southwest corner of said parcel, thence North 13 feet along the West line thereof, thence Southeasterly to a point on the South line of said parcel, said point being 26 feet East of the Point of Beginning as measured along the South line thereof, thence West along said South line to the Point of Beginning, AND EXCEPT the South 3 feet as measured perpendicular to the South line thereof CBA Text Disclaimer Text deleted by licensee indicated by strike. New text Inserted by licensee Indicated by small capital letters. l�. SVN CHECK IF APPLICABLE: LEASE AGREEMENT [Single Tenant - Gross Lease) EXHIBIT B [Work Letter] 1. Improvements to be Completed by Landlord Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS !Single Tenant Gross Lease Rev 9/20201 Page 21124 A. Performance of Improvements. Subject to the terms and conditions of this Lease and any Improvement Allowance provided herein, Landlord's obligations to improve the Premises shall be limited to the work ("Landlord's Work") described below. All other work shall be performed by Tenant at its sole expense or, if performed by Landlord, shall be promptly reimbursed by Tenant. Landlord's Work shall be deemed to be "substantially complete" on the date that Landlord's notifies Tenant that Landlord's Work is complete, except for punch list items that do not impair the use or operations thereof, would not prevent Tenant from occupancy and/or performing Tenant's Work, and except for that portion of Landlord's Work, if any, which cannot be feasibly performed before Tenant completes Tenant's Work, fixturing, or decorating. The work to be done by Landlord in satisfying its obligation to complete Landlord's Work under the Lease shall be limited to the following [check one): As identified below [check and describe all that apply); FLOOR: WALLS: CEILING: LIGHTING: WASHROOM[S): ELECTRICAL: HVAC: OTHER: As mutually agreed upon between Landlord and Tenant as follows: a. Within days [10 days if not filled in) after mutual acceptance of the Lease, Tenant shall prepare and submit for Landlord's review a preliminary sketch of the improvements to be performed by Landlord ("Preliminary Landlord Plan"). Landlord and Tenant shall cooperate in good faith to adopt a mutually acceptable Preliminary Landlord Plan. b. Upon Landlord's approval of the Preliminary Landlord Plan, Landlord shall promptly prepare [or cause to be prepared) construction documents [i.e., those plans used for submittal to the appropriate governmental bodies for all necessary permits and approvals for Landlord's Work, if any) for Tenant's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed, The construction documents, once approved, shall then constitute "Landlord's Improvement Plans." c. Landlord shall submit the Landlord's Improvement Plans to the appropriate governmental body for plan checking and issuance of necessary permits and approvals, as applicable. Landlord and Tenant shall cooperate and use commercially reasonable efforts to cause to be made any changes in the Landlord's Improvement Plans necessary to obtain such permits and approvals; provided, however, any costs and expenses resulting from the foregoing changes to Landlord's Work that exceed the Improvement Allowance shall be borne at Tenant's sole cost and expense. B. Defects in Landlord's Work. If Tenant fails to notify Landlord of any defects in the Landlord's Work within 30 days of delivery of possession of the Premises to Tenant, Tenant shall be deemed to have accepted the Premises in their then -existing condition. If Tenant discovers any major defects in the Landlord's Work during this 30-day period that would prevent Tenant from using the Premises for the Permitted Use, Tenant shall notify Landlord and the Commencement Date shall be delayed until after Landlord has notified Tenant that Landlord has corrected the CBA Text Disclaimer Text deleted by licensee indicated by strike_ Newteltt Inserted by licensee indkated by small capital letters. 4SVN .1T. P. COMPANY LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 1 Single Tenant Gross Lease Rev 9/20201 Page 22124 major defects and Tenant has had five [5) days to inspect and approve the Premises. The Commencement Date shall not be delayed if Tenant's inspection reveals minor defects in the Landlord's Work that will not prevent Tenant from using the Premises for the Permitted Use. Tenant shall prepare a punch list of all minor defects in Landlord's Work and provide the punch list to Landlord, which Landlord shall promptly correct. 2. Improvements to be Completed by Tenant A. Performance of Improvements. Subject to the terms and conditions of the Lease and any Improvement Allowance provided herein, Tenant shall complete, at its sole cost and expense, the work identified in the Tenant Improvement Plans [as such term is defined below) adopted by Landlord and Tenant in accordance with the provisions below ("Tenant's Work"). Tenant's Work shall be performed lien free and in a workmanlike manner, without interference with other work, if any, being done in the Premises, including any of Landlord's Work, and in compliance with all laws and reasonable rules promulgated from time to time by Landlord, its property manager, architect, and contractors. The work to be done by Landlord in satisfying its obligation to complete Landlord's Work under the Lease shall be limited to the following (check one): As identified below (check and describe all that apply); FLOOR: WALLS: CEILING: LIGHTING: WASHROOM(S): ELECTRICAL: HVAC: OTHER: As mutually agreed upon between Landlord and Tenant as follows: a. Within days [10 days if not filled in) after mutual acceptance of the Lease, Tenant shall prepare and submit for Landlord's review a preliminary sketch of the improvements to be performed by Landlord ("Preliminary Landlord Plan"). Landlord and Tenant shall cooperate in good faith to adopt a mutually acceptable Preliminary Landlord Plan. b. Upon approval of the Preliminary Tenant Plan by Landlord, Tenant shall promptly prepare construction documents [i.e., those plans used for submittal to the appropriate governmental bodies for all necessary permits and approvals for the Tenant's Work, if any) for Landlord's review and approval. The construction documents, once approved, shall then constitute the "Tenant Improvements Plans." c. Upon approval by Landlord, Tenant shall submit the Tenant Improvements Plans to the appropriate governmental body for plan checking and issuance of necessary permits and approvals. Tenant, with Landlord's approval, shall cause to be made any changes in the Tenant Improvements Plans necessary to obtain such permits and approvals. d. Landlord makes no warranty or representation of any type or nature with respect to the adequacy or sufficiency of the Tenant Improvements Plans for any purpose. Landlord makes no warranty or representation of any type or nature with respect to the quality, suitability, or ability of contractor or the quality of the work or materials supplied or performed with respect to the Tenant Improvements by contractor, the subcontractors, Tenant's agents, or any other person or entity. CBA Text Disclaimer Text deleted by licensee Indicated by strike. New text Inserted by licensee Indicated by small capital letters. d' SVN LEASE AGREEMENT (Single Tenant - Gross Lease) Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS I Single Tenant Gross Lease Rev 9/20201 Page 23124 B. General Requirements. Tenant shall submit to Landlord, prior to the commencement of the construction of Tenant's Work, the following information for Landlord's review and approval [check all that apply): The names, contact names, addresses, and license numbers of all general contractors and subcontractors Tenant intends to use in the construction of Tenant's Work. A reasonably detailed schedule for Tenant's performance of Tenant's Work (including, without limitation, the date on which Tenant's Work will commence, the estimated date of completion of Tenant's Work, and the date on which Tenant expects to open for business in the Premises). Evidence of insurance as required in the Lease and any other insurance usual and customary for performance of Tenant's Work and requested by Landlord. Copies of all required governmental permits. C. Contractor Qualifications. All contractors and subcontractors to perform Tenant's Work shall be licensed contractors, capable of performing quality workmanship and working in harmony with Landlord's general contractor on the Premises, if any. Upon notice from Landlord, Tenant shall stop using (or cause contractor or any subcontractor to stop using) any person or entity disturbing labor harmony with any work force or trade engaged in performing Tenant's Work or other work, labor, or services in or about the Premises. All work shall be coordinated with any on -going construction work on the Premises. Landlord shall have the right to disapprove, in Landlord's reasonable discretion, any contractor or subcontractor which Tenant desires to engage for Tenant's Work. 3. Improvement Allowance Provided there is no uncured Event of Default by Tenant under the Lease, upon completion of Landlord's Work or Tenant's Work, as applicable, Landlord shall provide an allowance ("Improvement Allowance") toward the costs and expenses associated with improvements to the Premises in accordance with the following (check one): $ per rentable square foot of the Premises. The Improvement Allowance shall be used only for (choose one): Landlord's Work, or _ Tenant's Work, excepting . If costs associated with completing Tenant's Work exceed the Improvement Allowance, or if any costs of Tenant's Work are not to be paid out of the Improvement Allowance, then the excess or excluded amount shall be paid directly by Tenant. X None; Tenant shall be obligated to pay all costs, expenses and fees associated with completing the Tenant's Work in accordance with the Tenant Improvement Plans. None; Landlord shall be obligated to pay all costs, expenses and fees associated with completing the Landlord's Work in accordance with the Landlord Improvement Plans, however, excepting any costs related to Tenants' furniture, cabling, fixtures and equipment, Signage, design services, and and in no event in an amount exceeding $ 4. Removal of Improvements/Surrender. The following scope of Tenant's Work (check one): shall become the property of Landlord shall be removed by Tenant at its sole cost and expense 5. X Other Conditions: Tenant to be responsible for insuring the building and property with Landlord named as additional insured. CBA Text Disclaimer Text deleted by licensee indicated by strike. New text Inserted by licensee Indicated by small capital letters. cB csVN RETTER B COMPANY LEASE AGREEMENT [Single Tenant - Gross Lease) EXHIBIT C [Decommissioning] Commercial Brokers Association ALL RIGHTS RESERVED CBA Form ST_LS 1 Single Tenant Gross Lease Rev. 9/20201 Page 24124 Seller provided Subaru Retail Facility Decommissioning Guidelines. All items listed belong to McCurley Subaru of Yakima LLC and will be removed at the termination of the lease. CBA Text Disclaimer. Text deleted by licensee Indicated by strike New text inserted by licensee Indicted by small capital letters i4SVN Rent Rider Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form RR I Rent Rider I Rev.01/2011 Page 111 This Rent Rider ("Rider") is made part of the lease agreement dated July 20, 2022 (the "Lease") between City of Yakima ("Landlord"), and McCurley Fruitvale Property, LLC (Tenant") concerning the leased space commonly known as all [the "Premises"), located at the property commonly known as 506 W. Fruitvale, Yakima, WA [the "Property"). X 1. BASE MONTHLY RENT SCHEDULE. Tenant shall pay Landlord base monthly rent during the Lease Term according to the following schedule: Term Annual Gross Rate [$/sf) Monthly Rent Year 1 $16.09 $33,975.00 Year 2 $16.58 $34,994.25 Year 3 $17.07 $36.044.08 shall bc increased on thc first day of thc ;ccond year of thc Lease and on the first day of , Lease [but not during any extension term[s) unlec specifically set forth elsewhere in the Lease or another Rider attached thereto). The increase shall be determined in accordance with thc increase in thc United States Department of Labor, Bureau of Labor Statistics, bc increased by thc percentage that thc Index published for thc date nearest preceding thc applicable Adjustmcnt Date has increased over thc Index published for thc date nearest preceding thc first day of thc Lease Year from which thc adjustment is being measured. Upon thc calculation of each increase, Landlord shall notify Tenant of thc new for the period following the subject Adjustmcnt Date, and shall thereafter pay the increased Rcnt until receiving the next notice of increase from Landlord. If the componcnts of thc Index arc materially changed after the Commencement Date, or if the Index is discontinucd during thc Lease tcrm, Landlord shall notify Tenant of a substitute shall use thc substitute indcx to make subsequent adjustments in base monthly rcnt. In no event shall base monthly rcnt bc decreased pursuant to this Rider. Tenant tAA VI \ Date 1' 12 'za_ Landlord Date CBA Text Disclaimer Text deleted by licensee indicated by strike. New text Inserted by licensee indicated by small capital letters. 09( 4SVN Kir. P. COMPANY First Amendment to Lease Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form LA 1 Lease Amendment 1 Rev.05/2007 Page 111 This Amendment is made part of the lease agreement dated July 20.2022 (the "Lease") between City of Yakima ("Landlord"), and McCurley Fruitvale Property, LLC (Tenant") concerning the leased space commonly known as all (the "Premises"), located at the property commonly known as 506 W. Fruitvale, Yakima, WA (the "Property"). Both Parties Agree As Follows: Purpose and intent of lease is to complete a sale and leaseback of property effective upon the closing of property. Tenant will maintain current insurance coverage on property and name Landlord as additional insured. Tenant will also keep all utilities, maintenance, landscaping, snow removal, etc., responsibilities for the term of Lease. Tenant can terminate anytime after the 24th month with 90 days written notice. This Amendment supersedes any conflicts in language to the original lease form. All other terms and conditions of said Lease remain unchanged. Tenant k\ \ Date 1 • 12442-- Landlord Date CBA Text Disclaimer Text deleted by licensee indicated by strike. New text inserted by licensee indicated by small capital letters. 1 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 6.E. For Meeting of: August 1, 2022 ITEM TITLE: Resolution authorizing a Commercial Lease with McCurley Fruitvale Property, LLC to lease the property located at 506 Fruitvale Boulevard, Yakima, Washington SUBMITTED BY: Sara Watkins, City Attorney SUMMARY EXPLANATION: The City is finalizing the purchase of property for future space for bus storage, maintenance, and enhancement of services and infrastructure at 506 Fruitvale Boulevard. As part of the negotiations, McCurley Fruitvale Property, LLC will lease the property from the City for a minimum of 24 months and pay rent in the amount of $33,975.00 per month to the City for the lease of the property. This is part of the Purchase and Sale negotiations and agreement for the purchase of the property, and also helps provide funding to the City during the planning of improvements. ITEM BUDGETED: Yes STRATEGIC PRIORITY: NA APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt resolution. ATTACHMENTS: Description Upload Date Type 0 resolution 7/27/2022 Corer Memo 0 McCurley Lease Agreement 7/20/2022 Contract DocuSign Envelope ID: 4A0747E7-D293-449A-AF43-1EF86A78ED81 ASSIGNMENT OF LEASE THIS AGREEMENT, made effective this 1st day of September, 2022, by and between MCCURLEY FRUITVALE PROPERTY, LLC, a Washington Limited Liability Company ("Assignor") and MCCURLEY of YAKIMA, LLC, a Washington Limited Liability Company ("Assignee"). WITNESSETH: WHEREAS, Assignor has agreed to transfer to Assignee all of its interest in that certain Lease Agreement dated effective September 1, 2022, between Assignor and the City of Yakima pertaining to the property located at 506 W. Fruitvale, Yakima, WA, situated in Yakima County, Washington, and being more fully described in Exhibit A attached hereto and incorporated herein by this reference; and WHEREAS, Assignee has agreed to accept such interest and agrees to be bound by the terms of such Lease Agreement and represents by executing this Assignment that it has been given a copy of the subject Lease Agreement and that it agrees to be bound by its terms. NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Assignor hereby assigns to Assignee all title, right and interest of the Assignor, as Tenant in the above -described Lease Agreement and any renewals and extensions. Assignee accepts such assignment and agrees to be bound by the terms of such Lease Agreement and assumes liability for all obligations set forth therein. Assignor shall hold Assignee harmless and indemnify Assignee from all claims arising prior to the effective date. Assignee shall hold Assignor harmless and indemnify Assignor from all claims arising after the effective date. 2. Assignor warrants and represents that the above -described Lease Agreement is in full force and effect, that Assignor is not in default or breach of said Lease Agreement, and has no knowledge of any claims by the owner, under said Lease Agreement, nor any basis for asserting same. Assignor further represents that rents due prior to this Assignment have been paid, except as disclosed to Assignee. 3. The parties agree that, if any litigation or dispute arises from this Assignment, the prevailing party shall be entitled to an award of its reasonable attorney's fees and litigation expenses incurred. DocuSign Envelope ID: 4A0747E7-D293-449A-AF43-1EF86A78ED81 IN WITNESS WHEREOF, this Assignment is duly executed on the day and year first above written. ASSIGNOR: MCCURLEY FRUITVALE PROPERTY, LLC DocuSigned by: By: /144SOIA, AUClati \--4AB1B9B984414/2 MASON MCCURLEY, Member ASSIGNEE: MCCURLEY OF YAKIMA, LLC By: p—DocuSigned by: hasatA, lluCtatui 4AC1139D913111122 MASON MCCURLEY, Member g: \K21312 \ Yakima \lease assignment.doc