HomeMy WebLinkAboutD A Arthur, Inc. and Wilson Orchard and Vineyard Supply, LLC - Sublease AgreementSUBLEASE AGREEMENT
THIS SUBLEASE AGREEMENT (the "Lease") is made and entered into this 17th day
of July 2018 (the "Effective Date"), by and between D. A. ARTHUR, INCORPORATED, a
Washington corporation ("Sublandlord"), and WILSON ORCHARD AND VINEYARD
SUPPLY LLC, a Delaware limited liability company ("Subtenant").
Recitals
A. Sublandlord leases the building (the "Building") located at 2520 W. Washington
Avenue, Yakima, Washington, 98903, which is commonly referred to as Yakima County
Assessor's Tax Parcel No. 181335-24900 and situated on the real property legally described on
attached Exhibit A (the "Property") from the City of Yakima, a municipality, as set forth in that
certain original Rental Agreement dated September 17, 1987 between Albert E. DeAtley and Iva
R. DeAtley, d/b/a 82 Co. and the Yakima Air Terminal — McAllister Field, an agency of the City
of Yakima and County of Yakima, Washington (the "Airport Board"), as amended by
Amendment #1 — Lease Agreement dated February 22, 2001; as further amended by that certain
Amendment #2 — Lease Agreement dated September 26, 2002 and as further amended by that
certain Amendment #3 — Lease Agreement dated August 23, 2007; and as further amended by
that certain Addendum to Amendment #3 of Airport Lease Agreement recorded on October 31,
2013, under Auditor's File No. 7822593 records of Yakima County, Washington (collectively,
the "Prime Lease").
B. The City of Yakima (the "Prime Landlord") is the successor -in -interest to all of
the Airport Board's right, title, and interest in and under the Prime Lease.
C. Sublandlord succeeded to all rights of the original tenant as disclosed by that
certain Agreement re Assignment of Leases and Consent recorded on October 31, 2013, under
Auditor's File No. 7822594, records of Yakima County, Washington.
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, and other good and valuable consideration, the parties hereto agree as follows:
1. Lease of Premises
Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, a
portion of the main floor of the Building located at 2520 W. Washington Avenue, Yakima,
Washington, 98903 on the real property (the "Property") commonly referred to as Yakima
County Assessor's Tax Parcel No. 181335-24900 and legally described on attached Exhibit A.
The lease will be that portion of the Building containing approximately 4,000 square feet of
rentable space including common area (the "Premises").
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2. Required Delivery Date; Term; Commencement Date
2.1 Commencement Date. Sublandlord covenants and agrees to deliver the space to
Subtenant on or before August 15th , 2018 (the "Commencement Date"). Sublandlord shall not
be liable for damages to Subtenant for failure to deliver possession of the Premises to Subtenant,
except that the commencement of the Term (defined below) shall be delayed until Sublandlord
delivers possession of the Premises to Subtenant (so long as Subtenant is not responsible for
such failure or delay). Sublandlord will use all commercially reasonable efforts to deliver
possession of the Premises to Subtenant by the Commencement Date of the Term. In the event
the Commencement Date has not occurred by August 15, 2018, then Subtenant shall have the
right to terminate this Lease upon notice to Sublandlord at any time thereafter prior to
Sublandlord's delivery of the space to Subtenant.
2.2 Term. The term of the Lease ("Term") shall be five (5) years commencing on the
Commencement Date and expiring at 5:00 PM local time on August 15, 2023 (the "Expiration
Date") unless sooner terminated as provided in Section 2.3.
2.3 Early Termination Option. Notwithstanding anything to the contrary herein, each
of Sublandlord and Subtenant shall have the right to terminate the Lease early, but only if all of
the following conditions are met: (a) the terminating party shall provide written notice to the
other party of its intent to terminate ("Termination Notice") no later than one (1) year prior to the
anticipated early termination date; and (b) with respect to a termination by Subtenant, there
exists no past or current uncured material default under the Lease. Time is of the essence with
respect to the giving of the Termination Notice. Upon satisfaction of items (a) and (b) of this
subparagraph, the Term shall expire as of the early termination date set forth in the Termination
Notice and neither party shall have any further rights or obligations under the Lease, except those
which expressly survive the Expiration Date. The provisions of this subparagraph shall survive
the Expiration Date.
3. Rent
3 . 1 . Rent. Subtenant shall pay to Sublandlord, at the address stated in Section 20
below or at such other place as Sublandlord shall designate in writing to Subtenant, annual base
rent ("Rent") in the amounts set forth in the schedule below. The term "Lease Year", as used in
this Lease, shall mean each and every consecutive twelve (12) month period during the Term of
this Lease, with the first such twelve (12) month period commencing on the Commencement
Date; provided, however, if the Commencement Date occurs other than on the first day of a
calendar month, the first Lease Year shall be that partial month plus the first full twelve (12)
months thereafter. If Subtenant is in possession of the Premises for a portion of a month, the
Rent shall be prorated for the number of days of Subtenant's possession during that month. The
Rent for each Lease Year shall be payable in equal monthly installments, due on the 15th
day of each calendar month, in advance, in legal tender of the United States of America,
without abatement, demand, deduction or offset whatsoever, except as may be expressly
provided in this Lease. One full monthly installment of Rent shall be due and payable on
the date of execution of this Lease by Subtenant and shall be applied to the first month's Rent,
and a like monthly installment of Rent shall be due and payable on or before the 15th
day of each calendar month following the Commencement Date during the Term. (
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Lease Year Monthly Installment
1 $5,500
2 $6,000
3 $6,500
4 $6,750
5 $7,000
3.2. Real Estate Taxes
N/A. Sublandlord to pay Real Estate Taxes.
3.3. Operating Expenses and Common Area Maintenance
N/A. Sublandlord to pay landscape, snow removal, and common area maintenance
except janitorial expenses for space rented including rest rooms.
3.4 Utilities
Electricity shall be separately metered and Subtenant shall pay directly to the utility
provider, as and when due, amounts owing for electrical services provided to the Premises.
Subtenant shall reimburse Sublandlord for forty percent (40%) of all other utilities provided to
the Premises within thirty (30) days after its receipt of an invoice from Sublandlord, and any
partial calendar month shall be prorated. All amounts owing to Sublandlord under this Section
3.4 shall be deemed additional rent and shall be subject to the late charge set forth in Section 23
below.
4. Security Deposit
On the Effective Date, Subtenant shall pay Sublandlord the amount of $7,000.00
(hereinafter referred to as "Security Deposit") as evidence of good faith on the part of
Subtenant in the fulfillment of the terms of this Lease, which shall be held by Sublandlord
during the Term of this Lease, or any renewal thereof. Under no circumstances will Subtenant
be entitled to any interest on the Security Deposit. The Security Deposit may be used by
Sublandlord, at its discretion, to apply to any amount owing to Sublandlord hereunder, or to
pay the expenses of repairing any damage to the Premises, except natural wear and tear
occurring from normal use of the Premises, and damage by casualty or condemnation, which
exists on the day Subtenant vacates the Premises, but this right shall not be construed to limit
Sublandlord's right to recover additional sums from Subtenant for damages to the Premises. In
addition to any other rights available to Sublandlord hereunder, the Security Deposit may be
forfeited if this Lease should be terminated prior to the Expiration Date of the Term, or of any
renewal thereof, because of a default by Subtenant If there are no payments to be made from
the Security Deposit as set out in this paragraph, or if there is any balance of the Security
Deposit remaining after all payments have been made, the Security Deposit, or such
balance thereof remaining, will be refunded to Subtenant within thirty (30) days after
fulfillment by Subtenant of all obligations hereunder (including payment of the balance of
any year-end reconciliation). In no event shall Subtenant be entitled to apply the Security
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Deposit to any Rent due hereunder. In the event of an act of bankruptcy by or insolvency of
Subtenant, or the appointment of a receiver for Subtenant or a general assignment for the
benefit of Subtenant's creditors, then the Security Deposit shall be deemed immediately
assigned to Sublandlord. The right to retain the Security Deposit shall be in addition and not
alternative to Sublandlord's other remedies under this Lease or as may be provided by law
and shall not be affected by summary proceedings or other proceedings to recover possession
of the Premises. Upon assignment of the Prime Lease, Sublandlord may transfer or assign the
Security Deposit to any new owner of the Premises, and upon such transfer all liability of
Sublandlord for the Security Deposit shall terminate. Sublandlord shall be entitled to
commingle the Security Deposit with its other funds.
5. Acceptance of Premises
Subtenant acknowledges that it is taking possession of the Premises in its current existing
AS -IS condition. Subtenant is responsible for conducting its own inspection of the condition of
all accessible utility systems serving the Premises before execution of this Lease. By signing this
Lease, Subtenant accepts the Premises, all buildings and improvements thereon, together with all
utilities in their current condition.
6. Use of Premises
The Premises shall be used for the conduct and operation of an administrative office and
related uses including general office purposes, sales and service, training and other ancillary
uses. Subtenant shall not use the Premises for illegal purposes. Sublandlord has advised
Subtenant to make its own investigation and determination of zoning and land use requirements,
to ensure to its satisfaction the Premises may be used for the purposes intended by Subtenant and
such use will be consistent with the present zoning and land use classification of the Premises.
Sublandlord has made no representations regarding the zoning or land use of the Premises or the
property upon which the Premises are located, or the suitability of the Premises for Subtenant's
intended use. Should Subtenant's use of the building require any special permits and/or change
of use permit by the City of Yakima or any other governmental agency, it shall be the
responsibility of the Subtenant to obtain applicable authorization.
7. Personal Premises Taxes, License and Governmental Charges
Subtenant shall be liable for, and shall pay throughout the Term, all license and excise
fees and occupation taxes covering Subtenant's business conducted on the Premises, and all
taxes on property of Subtenant on the Premises.
If any governmental authority under any present or future law effective at any time
during the Term shall in any manner levy a tax on rentals under this Lease, or a tax in any form
against Sublandlord because of or measured by income derived from the leasing or rental of the
Premises, such tax shall be paid by Subtenant, either directly or through Sublandlord, and in the
event of Subtenant's failure to pay the same, Sublandlord shall have the same remedies as upon
the failure to pay Rent; provided, however, that Subtenant shall not be liable to pay any net
income taxes imposed upon Sublandlord.
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8. Repairs and Maintenance
Sublandlord shall be responsible, at its sole cost, for the repair, replacement and
maintenance of the foundation, roof, exterior of the building containing the Premises, the
perimeter or outside pavement and all structural portions of the Premises, and also for the repair,
replacement and maintenance of the heating, ventilation and air-conditioning system serving the
Premises. In the event Sublandlord fails to perform any of the repair, replacement and/or
maintenance obligations of the Sublandlord under the Lease, and such failure continues for a
period of thirty (30) days (or such lesser period as may be reasonable in the event of exigent
circumstances) following Sublandlord's receipt of written notice from Subtenant of such failure,
Subtenant shall have the right, but not the obligation, to perform such repair, replacement and/or
maintenance obligations on Sublandlord's behalf. If Sublandlord fails to reimburse Subtenant for
all reasonable, actual costs incurred as a result within ten (10) days of Subtenant's invoice to
Sublandlord for the same, Subtenant shall have the right to offset Rent until it recoups the full
amount of such costs. Subject to the foregoing, Subtenant shall at all times keep the Premises
neat, clean and in a safe and sanitary condition and shall maintain, at its sole cost and expense,
necessary interior, non-structural repairs to maintain the Premises in good condition. Subtenant
shall also keep and use the Premises at all times in accordance with all applicable statutes,
ordinances, regulations, rules, directions and other laws respecting its use, at Subtenant's sole
cost and expense. Subtenant agrees that at the expiration or sooner termination of this Lease,
Subtenant shall quit and surrender the Premises without notice in a neat and clean condition,
reasonable wear and tear and casualty excepted, and shall deliver the keys to the Premises to
Sublandlord. Sublandlord shall be responsible for correcting any noncompliance of the Premises
with any applicable statutes, ordinances, regulations, rules, and directions existing as of the date
of this Lease. Subtenant shall be responsible for correcting any noncompliance of the Premises
with any applicable statutes, ordinances, regulations, rules, and directions first enacted after the
date of this Lease, or caused by any improvements constructed by Subtenant in the Premises.
9. Alterations and Improvements
Subtenant may make alterations, additions and improvement in and to the Premises after
obtaining Sublandlord's prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed, and at Subtenant's sole cost and expense. All work performed shall be
done in conformity with plans and specifications approved by Sublandlord, which approval shall
not be unreasonably withheld, conditioned or delayed. In the performance of such work,
Subtenant shall comply with all laws, ordinances, rules and regulations of any proper public
authority, and to hold harmless Sublandlord from damage, loss or expense resulting therefrom.
Subtenant shall use licensed, bonded and insured contractors approved by Sublandlord for all
such work, which approval may be withheld in Sublandlord's sole discretion.
Any alterations or improvements made to, or fixtures installed in, the Premises, which are
of a permanent nature shall become a part of the realty and the property of Sublandlord at the
termination of the Lease unless otherwise agreed in writing. Removable trade fixtures shall be
and shall remain the property of Subtenant. Subtenant agrees to repair all damage caused to the
Premises resulting from Subtenant's removal of its property upon termination of this Lease.
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Sublandlord may, at its option, elect to require the removal, at the termination of this
Lease, at Subtenant's sole risk and expense, of any alterations, improvements or fixtures made or
installed without Sublandlord's written consent. Any improvements not so removed shall be
removed at Subtenant's expense, provided that Subtenant shall pay for any damage caused by
such removal. It is understood and agreed that unless Sublandlord notifies Subtenant in writing
at the time of approval of Subtenant's planned improvements that Subtenant is required to
remove such improvements; Subtenant shall have no obligation to remove the approved
improvements.
"Fixtures," as used herein, shall include all items or improvements which are nailed,
screwed, bolted or otherwise attached or affixed to the Premises or which cannot be removed
without injury to the Premises, and all items, improvements or additions which are added to or
connected in any way with the plumbing, electrical (with exception of articles merely plugged
into standard electrical outlets), heating, air conditioning, sprinkler, gas lines, air lines, telephone
or intercom or other communication, air tube, dust collection or other building systems or
utilities or which constitute a part or portion of the interior finish of Building.
"Removable trade fixtures," as used herein, means only those Fixtures owned or leased
by Subtenant and which are used in connection with Subtenant's business.
10. Liability Insurance
All personal property on the Premises shall be at the sole risk of Subtenant. Sublandlord
shall not be liable to Subtenant for any damage caused by other tenants on the Premises.
Subtenant shall indemnify, defend and hold harmless Sublandlord, its employees and agents
from and against any and all claims for damages suffered or alleged to be suffered on or in the
Premises by any person, firm or corporation, caused by Subtenant's acts, omissions or
negligence. If applicable, Subtenant shall, at its own expense, before commencing Sublandlord-
approved construction on the Premises, maintain proper liability insurance with a reputable
company or companies in the minimum limits of $2,000,000.00 per person, $2,000,000.00 per
accident occurrence for bodily injuries or death and $2,000,000.00 per accident for property
damage, and to indemnify both Sublandlord and Subtenant against any such liability or expense.
Sublandlord shall be named as an additional insured on Subtenant's insurance policies required
under this Lease. In the event such insurance is canceled, Sublandlord may pay the charges for
such policy and Subtenant shall reimburse Sublandlord, on demand, for such costs as additional
rent hereunder. Subtenant shall further deliver to Sublandlord a certificate of such insurance
showing it to be in effect and providing that it shall not be canceled without at least thirty (30)
days prior written notification to Sublandlord. Sublandlord agrees to indemnify, defend and hold
harmless Subtenant, its employees and agents from and against any and all claims for damages
suffered or alleged to be suffered on or in the Premises by any person, firm or corporation,
caused by Sublandlord's acts, omissions or negligence.
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11. Premises and Casualty Insurance
Sublandlord shall insure the building containing the Premises against fire and other
casualty to the extent of the full replacement of the Building(s) and all other improvements on
the Premises, with an insurer and in such amounts and with such endorsements as Sublandlord
deems commercially reasonable and appropriate. Subtenant shall insure all improvements
constructed in the Premises by Subtenant, as well as all of Subtenant's personal property located
therein, to the extent of the full replacement value of the same.
12. Waiver of Subrogation
Sublandlord and Subtenant each herewith and hereby releases and relieves the other and
waives its entire right of recovery against the other for loss or damage arising out of or incident
to the perils described in standard fire insurance policies and all perils described in the "All Risk
Coverage" insurance endorsement approved for use in the State of Washington, which occurs in
or about the Premises.
13. Hazardous Substances
Subtenant shall not dispose of or otherwise allow the release of any hazardous waste or
materials in, on or under the Premises, or any adjacent property. In addition, Subtenant agrees
that it shall not store any hazardous waste or materials in, on or under the Premises, or adjacent
property without the prior consent of Sublandlord. Sublandlord agrees that it will not withhold
its consent for items that are part of Subtenant's normal operations and which are properly stored
on the Premises. As used herein, the term "hazardous waste or materials" includes motor oil and
any substance, waste or material defined or designated as hazardous, toxic or dangerous (or any
similar term) by any federal, state or local statute, regulation, rule or ordinance now or hereafter
in effect. Subtenant shall promptly comply with all statutes, regulations and ordinances, and
with all orders, decrees or judgments of governmental authorities or courts having jurisdiction,
relating to Subtenant's use, collection, treatment, disposal, storage, control, removal or cleanup
of hazardous waste or materials, in, on or under the Premises, at Subtenant's expense.
Subtenant shall indemnify, defend and hold harmless Sublandlord and its officers,
directors, shareholders, employees and agents, against any and all losses, liabilities, suits,
obligations, fines, damages, judgments, penalties, claims, charges, response costs and
remediation costs (including, without limitation, attorneys' fees, disbursements and expenses),
which may at any time in the future be imposed on, incurred or paid by, or asserted against
Sublandlord or any of the indemnified parties by reason of, or in connection with, the acts or
omissions of Subtenant, its agents, employees or contractors (collectively, "Subtenant Parties"),
resulting from storage, disposal, release, removal, transportation, contamination, seepage,
migration or spread of any hazardous waste or materials placed on the Premises by Subtenant,
except for any of the foregoing relating to the USTs or the UST Appurtenances (as defined in
Exhibit A), all of which shall be and remain the responsibility of Sublandlord except to the
extent arising out of the negligence or willful misconduct of Subtenant Parties.
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To the best of Sublandlord's knowledge, but subject to the provisions of Exhibit A,
neither the Premises nor the building and improvements thereon contain any hazardous waste or
material, including, without limitation, asbestos. Sublandlord agrees to indemnify, defend and
hold harmless Subtenant and its officers, directors, shareholders, members, managers, employees
and agents, against any and all losses, liabilities, suits, obligations, fines, damages, judgments,
penalties, claims, charges, response costs and remediation costs (including, without limitation,
attorneys' fees, disbursements and expenses), which may at any time in the future be imposed
on, incurred or paid by, or asserted against Subtenant or any of the indemnified parties by reason
of, or in connection with, the acts or omissions of Sublandlord, resulting from the USTs or the
UST Appurtenances (except to the extent arising out of the negligence or willful misconduct of
Subtenant Parties) or from Sublandlord's storage, disposal, release, removal, transportation,
contamination, seepage, migration or spread of any hazardous waste or materials on the Premises
during Subtenant's occupancy on the Premises.
14. Liens and Insolvency, Bankruptcy
Subtenant shall keep the Premises free from any liens arising out of any work performed,
materials furnished to, or obligations incurred by Subtenant and shall hold harmless Sublandlord
against the same. If a petition in bankruptcy is filed by Subtenant or if Subtenant is adjudged
bankrupt or insolvent by any Court, or if a receiver or trustee in bankruptcy or a receiver of the
property of Subtenant is appointed in any suit or proceedings brought by or against Subtenant or
if Subtenant makes an assignment for the benefit of creditors or if this Lease shall by operation
of law pass to any person other than Subtenant, the same shall constitute a breach of this Lease
by Subtenant and Sublandlord may terminate this Lease by fifteen (15) days or more notice to
that effect.
15. Assignment
Sublandlord may assign all of its right, title and interest in, to or under this Lease,
provided the assignee shall assume all of Sublandlord's obligations hereunder. Subtenant may
assign all of its right, title and interest in, to or under this Lease upon the prior written consent of
Sublandlord and subject to the provisions of the Prime Lease.
This Lease shall not be assignable by operation of law. If Sublandlord consents to an
assignment or sublease to which consent is required, such consent shall not be a consent to any
further or later assignment or sublease and Sublandlord shall not have waived its rights
hereunder to approve or condition such further or later assignment or sublease.
16. Inspection and Access
Subtenant shall allow Sublandlord or Sublandlord's agent free access at all reasonable
times during regular business hours to the Premises for the purpose of inspection, provided
Sublandlord shall provide reasonable prior notice (except in the event of an emergency) to
Subtenant of Sublandlord's desire to access the Premises and Sublandlord shall be accompanied
by a representative of Subtenant during any such inspection of the Premises. Sublandlord shall
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have the right to place and maintain "For Rent" signs in a conspicuous place on the Premises for
one hundred twenty (120) days before the expiration of the Term or Extended Term.
17. Damage or Destruction of Premises
In the event the Premises is damaged to such an extent as to render the same untenantable
in whole or in a substantial part thereof, or are completely destroyed and cannot be repaired
within one hundred twenty (120) days from the date of such damage or destruction, it shall be the
option of the Sublandlord or Subtenant to terminate this Lease. After the happening of any such
event, Subtenant shall give Sublandlord or Sublandlord's agent prompt written notice thereof.
Sublandlord shall have not more than sixty (60) days after the date of such damage or destruction
to notify Subtenant in writing of Sublandlord's intentions to repair or rebuild the Premises, or the
part so damaged as aforesaid, or to terminate this Lease, and if Sublandlord elects to repair or
rebuild the Premises, Sublandlord shall prosecute the work of such repairing or rebuilding
without unnecessary delay, and during such period the Rent shall be abated in the same ratio that
portion of the Premises rendered for the time being unfit for occupancy shall bear to the whole of
the Premises. Subtenant shall have the right to terminate this Lease in the event that the repair or
rebuild is not completed with one hundred fifty (150) days of such damage or destruction.
18. Condemnation
In the event thirty percent (30%) or more of the floor area of the Premises is taken or
damaged by the right of eminent domain, or purchased by the condemnor in lieu thereof, so as to
render the remaining Premises economically untenantable, then this Lease shall be automatically
terminated as of the time of taking. In the event of a partial taking which does not render the
Premises economically untenantable or adversely affect Subtenant's ability to operate its
business in an efficient manner as reasonably determined by Subtenant, the Rent and Additional
Rent shall be reduced in direct proportion to the leased property taken. Each party shall have the
right to pursue their own awards in the event of such condemnation proceedings.
19. Waiver
No word, act or omission of either Sublandlord or Subtenant shall be deemed to be a
waiver of any default or noncompliance by the other party under the terms of this Lease or of any
right of either Sublandlord or Subtenant hereunder or of any notice given by one party to the
other hereunder unless such party so advises the other in writing. The acceptance of rental by
Sublandlord for any period or periods after a default or noncompliance by Subtenant hereunder
shall not be deemed a waiver of such default.
20. Notices
Whenever any notice is to be provided under this Lease, such notice shall be in writing
and shall be deemed to have been given when delivered personally or by messenger or upon
receipt or refusal of delivery if mailed by registered or certified first class mail, return receipt
requested, with postage prepaid, to the other party at the addresses set forth below, or such other
addresses as may hereafter be designated in writing by either party.
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To Sublandlord:
To Subtenant:
21. Signs
D. A. Arthur Incorporated
Attn: Daniel A. Day, President
220 West Yakima Ave.
Yakima, WA 98902
Telephone: (509) 575-3773
Fax: (509) 575-8879
E-mail: danny@sunfairmarketing.com; and
dustin.yeager@stokeslaw.com
Wilson Orchard and Vineyard Supply LLC
Attn: David Joel Perry, President
1104 E. Mead
Yakima, WA 98903
Telephone: (509) 853-1401
Fax: 509-853-1401
Email: joep@wilsonirr.com
All signs or symbols placed in the windows or doors of the Premises, or upon any
exterior part of the Premises by Subtenant shall comply with all applicable laws, codes,
ordinances and the like, and shall be subject to the prior written approval of Sublandlord, which
shall not be unreasonably withheld, delayed or conditioned. Any signs to be placed on the
interior or exterior of the Premises shall be so placed at Subtenant's sole cost and expense and
shall be removed by Subtenant upon the expiration or termination of this Lease.
22. Default and Re-entry
Subtenant shall be in default under this Lease if it shall fail to pay Rent or any other sum
when due hereunder within ten (10) days after receipt of written notice of such nonpayment, or if
the violation of any other covenant or agreement hereunder shall remain uncured after thirty (30)
days of written notice of such default or violation from Sublandlord; provided, however, that if
the nature of Subtenant's obligation is such that more than thirty (30) days are required 'for its
performance, then Subtenant shall not be deemed in default if it promptly commences such
performance and thereafter diligently pursues the same to completion. In the event of such
default, Sublandlord may cancel this Lease upon giving the notice required by law, and re-enter
the Premises, but notwithstanding such re-entry by Sublandlord, the liability of Subtenant for the
rent provided for herein shall not be extinguished for the balance of the Term, and Subtenant
covenants and agrees to make good to Sublandlord any deficiency arising from a re-entry and re-
letting of the Premises at a lesser rental than herein agreed to. Subtenant shall pay any such
deficiency each month as the amount thereof is ascertained by Sublandlord. In addition to the
remedies provided herein, Sublandlord shall have all other remedies provided by law.
Sublandlord shall be in default under this Lease if Sublandlord fails to perform any of its
obligations hereunder within thirty (30) days after receipt of notice from Subtenant specifying
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Sublandlord's failure to perform; provided, however, that if the nature of Sublandlord's
obligation is such that more than thirty (30) days are required for its performance, then
Sublandlord shall not be deemed in default if it promptly commences such performance and
thereafter diligently pursues the same to completion. Upon any such default by Sublandlord,
Subtenant may exercise any of its rights provided in law or at equity.
23. Late Charge
If Subtenant fails to pay within ten (10) days of the date when the same is due and
payable any rent or other charges, such unpaid amounts shall bear interest at the rate of two
percent (2%) over the prime rate of interest charged or published by Bank of America on the first
day of each month, commencing the date due to the date of payment.
24. Removal of Premises
In the event of any entry in, or taking possession of, the Premises following an event of
default by Subtenant beyond applicable notice and cure periods, Sublandlord shall have the right,
but not the obligation, to remove from the Premises all personal property located therein.
Sublandlord may store the same in any place selected by Sublandlord, including but not limited
to a public warehouse, at the expense and risk of the Sublandlord thereof. Sublandlord shall
thereafter have the right to sell such stored property, after an additional ten (10) days' notice to
Subtenant, after it has been stored for a period of thirty (30) days or more. The proceeds of such
sale shall be applied first to the cost of such sale, second to the payment of the charges for
storage, if any, and third to the payment of any other sums of money which may then be due
from Subtenant to Sublandlord under any of the terms hereof. The balance, if any, shall be paid
to Subtenant.
25. Brokers
Sublandlord and Subtenant each represents that it has dealt with no broker with respect to
this Lease. Sublandlord and Subtenant each agrees that, if any broker makes a claim for a
commission based upon the its actions, such party shall indemnify, defend and hold the other
party harmless from any such claim.
26. Costs and Attorneys' Fees
If by reason of any default by one party to this Lease it becomes necessary for the other
party to employ an attorney, the defaulting party shall pay the other party's reasonable attorneys'
fees. In case suit be brought concerning the terms of this Lease or to enforce its terms, the
prevailing party shall be entitled to its reasonable attorneys' fees.
27. Successors
The covenants and agreements of this Lease shall be binding upon the legal
representatives, successors and assigns of any or all of the parties hereto.
11
28. Holdover
If Subtenant shall hold over after the expiration of the Term or any extension thereof,
such tenancy shall be a month-to-month tenancy, which tenancy may be terminated as provided
by the laws of the State of Washington.
29. Invalidity of Particular Provision
It is the intention of the parties that each term or provision of this Lease be enforceable to
the fullest extent permitted by law. If any term or provision of this Lease or the application
thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder
of this Lease and the application of such term or provision to person(s) or circumstance(s) other
than those as to which it is held invalid or unenforceable shall not be affected thereby and shall
continue in full force and effect.
30. Prime Lease
Subtenant acknowledges and understands the Premises is owned by the City of Yakima
and Sublandlord leases the Premises from the City of Yakima pursuant to the Prime Lease.
Subtenant further acknowledges and understands that its rights, including the right to use, occupy
and possess the Premises, are subject to all the terms and conditions of the Prime Lease, which
includes a right of first refusal to purchase the Premises and which may require the City of
Yakima to approve this Lease. Subtenant has been provided a copy of the Prime Lease and all
amendments thereto, and the terms and conditions of the Prime Lease are hereby incorporated by
reference. From and after the Commencement Date, Sublandlord agrees to maintain the Prime
Lease described above in full force and effect during the term of this Lease, and Subtenant
agrees to comply with all terms and conditions of the Prime Lease but only to the extent
applicable to Subtenant's use, occupancy and possession of the Premises and not otherwise
inconsistent with the terms of this Lease.
The terms of this Lease are subject to Sublandlord obtaining the written consent of City
of Yakima Airport Terminal — McAllister Field (the "Prime Landlord") to the terms of this
Lease, which the undersigned parties will jointly work in good faith to obtain.
31. Applicable Law, Forum and Consent to Jurisdiction
Except as herein specifically provided, this Lease shall be governed by and construed
according to the laws of the State of Washington.
32. Time
Time is of the essence in this Lease and each and all of its provisions in which
performance is a factor.
12
33. Parking
Sublandlord will provide Subtenant with no less than ten (10) parking stalls in the
location identified on Exhibit B attached hereto. The parking shall be free of charge for the
initial Term and Extended Term if applicable.
34. Security System
Subtenant will be allowed to install and remove its own security and security systems for
the Premises, at Subtenant's sole cost and expense, provided upon removal of the security
system, the Premises shall be restored to the condition existing immediately prior to the
installation of the security system.
35. Entire Agreement, Exhibits and Amendment
This Lease constitutes the complete agreement between Sublandlord and Subtenant.
There are no terms, obligations, covenants or conditions other than those contained herein. The
exhibits attached hereto are incorporated herein by this reference as if fully set forth herein. No
modification or amendment of this Lease shall be valid and effective unless evidenced by an
agreement in writing signed by both Sublandlord and Subtenant.
[Remainder of Page Intentionally Left Blank]
13
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date
first above -written.
SUBLANDLORD:
D. A. ARTHUR, INCORPORATED, a
Washington corporation
By:
Daniel A. Day, President
STATE OF WASHINGTON
COUNTY OF YAKIMA
SUBTENANT:
WILSON ORCHARD AND VINEYARD
SUPPLY LLC, a Delaware limited liability
company
By:
avid Jowl P ry, President
I certify that I know or have satisfactory evidence that DANIEL A. DAY is the person
who appeared before me, and said person acknowledged that he/she signed this instrument, on
oath stated that he/she was authorized to execute the instrument and acknowledged it as the
President of D. A. ARTHUR, INCORPORATED to be the free and voluntary act of such party
for the uses and purposes mentioned in the instrument.
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AlY �,,,►WASN�,�.
STATE OE- WASHINGTON
t,itj
COUNTY OF YAKIMA
, 2018.
[PRINT NAME] /q �' � 4a/
NOTARY PUBLIC fdr the Stat- of Washington,
residing at •ja.,kj ry . VSA
My appointment expires: Ntcu Y7, 2019
I certify that I know or have satisfactory evidence that DAVID JOEL PERRY is the
person who appeared before me, and said person acknowledged that he signed this instrument,
on oath stated that he was authorized to execute the instrument and acknowledged it as the
President of WILSON ORCHARD AND VINEYARD SUPPLY LLC to be the free and
voluntary act of such party for the uses and purposes mentioned in the instrument.
DATED: k -3-1-A11_ 1 9 , 2018.
°.1 g 0NEXp/ °
Its
NOTARY
o PUBLIC Ho
•...•' ‘",-;
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[PRINT NAMEY V I C K ,• S H 1,0 GIC
NOTARY PUBLIC for the State of AS 1 i ncJ
residing at N/A -14 ri& Wf1
My appointrrfent expires:-1).C.C.rn. Y co , c; o � lu.
14
PRIME LANDLORD:
CITY OF YAKIMA AIRPORT TERMINAL
By:( --�_
Cliff Moore, City Ma ager
CITY CONTRACT NO: OC D/v _/42
RESOLUTION NO' h( 11
15
EXHIBIT A
All that part of the SE 1/4 of the SE 1/4 of the NW 1/4 of Section 35, Township 13 North, Range 18, EWM,
lying Southwesterly of the Southwesterly right-of-way of Washington Avenue;
EXCEPT the East 340 feet thereof,
AND EXCEPT the South 30 feet for the Road.
DESCRIPTION OF LEASED PREMISES:
The leased premises shall consist of approximately 4,000 square feet, including common area, of
space together with related parking facilities to be shared in common with other tenants of the Building.
The parties acknowledge that the leased premises may be slightly more or Less than the square footage
figure stated above, but acknowledge and agree to accept and use the figure as accurate notwithstanding
any discrepancies between actual and stated square footage figure. The parties further agree that any
discovered discrepancy shall not impact the terms of this Lease. The Building and (10) parking facilities
designated for Subtenant's use are outlined on a Site Plan attached hereto as Exhibit B.
Any underground storage tanks of any description or use, known or unknown, whether wholly or
only partially underground ("USTs") and all pipelines and other property appurtenant to any UST or used
in connection therewith, and any substances within a UST or any pipeline or other property appurtenant to
the UST or that have escaped or otherwise been released from a UST or any pipeline or other property
appurtenant to the UST and their products or derivatives whether located on or off the Premises
(collectively, "UST Appurtenances") shall remain the property of Sublandlord. By reason of this Lease
or otherwise, Subtenant has not acquired and does not lease any USTs or UST Appurtenances and shall
have no responsibility to Sublandlord to discover, investigate, test, maintain, remove, report, abandon, or
remediate any USTs or UST Appurtenances. Subtenant shall have no liability or responsibility with
respect to the USTs or UST Appurtenances except to the extent caused by the negligence or willful
misconduct of Subtenant.
In addition to use, occupancy and possession of the Premises, this Lease confers upon Subtenant
the nonexclusive (in common with other tenants at the Building) right to use the common areas as
Sublandlord may designate. "Common areas" shall include sidewalks, landscaping, storage areas,
restrooms, parking facilities and vehicle access designated for the use of the Building and its tenants, as
shown on the Site Plan. Sublandlord reserves the right from time to time to establish reasonable rules and
regulations related to the usage of the Common Areas.
Sublandlord Initials: DD
Subtenant Initials: /'p -Th
EXHIBIT A
4.Nlt311
66'-5"
I6'-10"
22'-0
21'-1
MAIN ENTRY'
16'-10"
Mea
16.-0"
33'-1"
66'-5"
GROUND FLOOR FLAN
SCALE: 1" _ 20'-0"
EXISTING BUILDING PLAN: pArlo: 1414
wg
■ 2520 West Washington Avenue FILE as�uiNflrpinrl.d14
N DATE: 08.10.14
Yakima, WA 98902 Yakima Air Terminal / McAllister Field P 0 S T 0 11
8503 KAIL DRIVE YAKIMA, WA 98908 T: 509. 961. 7404 F: 509. 972. 4121 A A C u I T C (TS A1.1
r
a '
100'-I'
20'-T
13'-10'
51'-6"
8'-2"
AIRPLANE HANGER
5335 5F
19'•10}°
LEIhse 51'w -
(p 0
?
(oMfrVr Lt MZ-
FOLDING DOOR
28'-6"
100' 1"