HomeMy WebLinkAbout03/01/2022 10. Letter of Intent with the Greater Yakima Chamber of Commerce with regards to delay of Chamber improvements and conducting a parking feasibility study 1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 10.
For Meeting of: March 1, 2022
ITEM TITLE: Letter of Intent with the Greater Yakima Chamber of Commerce
with regards to delay of Chamber improvements and conducting a
parking feasibility study
SUBMITTED BY: Sara Watkins, City Attorney
SUMMARY EXPLANATION:
The City and the Greater Yakima Chamber of Commerce have discussed the possibility of
development of property around the Yakima Convention Center which could include development
of the property on and around the Chamber. However, prior to any development, adequate
parking for the Convention Center and the Chamber needs to be evaluated and addressed. The
Chamber is currently looking to undertake improvements to its building. The Chamber agrees to
delay those improvements for six months during which a feasibility study will be conducted to
evaluate the feasibility of a parking structure near the property.
Staff is not seeking action at this time. The letter, after the Board of the Greater Yakima Chamber
of Commerce approves it, will come back to Council for final approval.
ITEM BUDGETED: No
STRATEGIC PRIORITY: Economic Development
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
ATTACHMENTS:
Description Upload Date Type
ID Ltr of Intent Yakima Chamber Parking Feasibility Study 2/24/2022 Backup Material
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February 22, 2022
Re: Letter of Intent Regarding a Feasibility Study for a New Parking Garage
This Letter of Intent represents an intent by the Greater Yakima Chamber of Commerce and the
City of Yakima to work together to evaluate the feasibility of a parking garage near the Chamber
building and the Yakima Convention Center, which could allow for development of the Chamber
property.
1. Description of the parties
The Greater Yakima Chamber of Commerce (hereinafter referred to as "Chamber") has been
serving the Yakima Valley for 125 years. It promotes pride in Yakima's diverse communities
through positive, active leadership aimed at creating a cohesive, successful business climate in
Yakima.
The City of Yakima is a first-class charter city in Central Washington with a population of almost
97,000. The City owns the Yakima Convention Center, located a block from the Chamber,
including adjacent parking lots for convention attendees and visitors. There is interest in
evaluating whether additional development which would provide lodging and services for
convention attendees is feasible in the area. Feasibility of development depends, in part, on the
construction of a parking garage that would replace the surface parking lost by development.
2. Description of the project
The City, with funding from the Public Facilities District, intends to enter into a contractual
relationship with ECONorthwest wherein ECONorthwest will conduct a study to determine the
feasibility of building a parking garage to support the Yakima Convention Center and attract new
development to the current parking lot and Chamber space.
3. Commitment
The City is committed to contracting with ECONorthwest and evaluating the feasibility study in a
timely manner. The Chamber currently has plans to improve its building, and agrees to put those
plans on hold for a short period of time so that the feasibility study can be conducted and
evaluated. If the City moves forward with a development, it will likely require the Chamber to
move from its location, so it is in the Chamber's interest to delay its improvement plans for the
short period of time in which the feasibility study is being done. Both the City and the Chamber
are committed to finding ways to bring more businesses, visitors, and conventions to the City of
Yakima.
a. City Obligation. The City will agree to contract with ECONorthwest, administer the
contract and provide a copy of the feasibility study to the Chamber within ten (10) days of receipt.
There is no requirement that the City take any action other than an evaluation of the feasibility
study.
b. Chamber Obligations. The Chamber agrees to refrain from constructing
improvements to the building for six (6) months from the date of this Letter of Intent to provide
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ECONorthwest the time to conduct the feasibility study, and provide the City time to evaluate the
feasibility study. At the end of the term of this Letter of Intent, the parties acknowledge that the
Chamber may move forward with constructing improvements it wishes in due course; provided,
nothing in this section restricts or limits the Chamber from planning, bidding or conditionally
arranging for the improvements during the six month limitation period.
c. No Waiver of Public Review or Process. Nothing in this Letter of Intent or
subsequent agreements creates any obligation on the part of the City with regards to determining
a project for the properties surrounding the Chamber and Convention Center owned by the City,
engaging with any developer, issuance of permits, zoning approval, SEPA outcomes or City
permitting or planning determinations regarding any development. The City makes no
representations as to issuance of any permit or decision associated with the project. This Letter
of Intent does not bind members of the City Council to a specific vote on any project-related matter
that comes before it.
The Chamber acknowledges that the actions required to fulfill the terms agreed upon herein may
be subject to public review, including votes by the City Council. It is mutually understood that this
Letter of Intent does not eliminate these public processes, nor does it legally bind members of the
City Council to vote in a particular way on a given item. The Chamber further acknowledges that
this agreement does not constitute an irrevocable commitment on the part of the City to approve
a project on the property, approve a parking garage, or otherwise approve anything deemed
feasible in the feasibility study, and does not foreclose the City from considering alternatives to
the project or mitigation measures identified as part of the development review process or
environmental review process.
d. Limitation on Assignment. The Chamber acknowledges that the City's consent to
issue this Letter of Intent is based on the prior experience and qualifications of the Chamber.
Therefore, the Chamber shall not assign, sell, or otherwise transfer any rights under this Letter of
Intent without the prior written approval of the City in its sole and absolute discretion.
e. Limitation of Remedies. The parties are limited to the following exclusive rights
and remedies upon any breach or default of this Letter of Intent: (1) termination of the Letter of
Intent; or (2) enforcement of this Letter of Intent by specific performance or injunctive relief.
Neither party shall be responsible for any other monetary damages or other remedies not
expressly contemplated herein. Both parties acknowledge that there is a risk that, subsequent to
the execution of this Letter of Intent, they will discover, incur or suffer loss, damages or injuries in
connection with this Letter of Intent which are unknown or unanticipated at the time that it is
executed. Each party hereby assumes this risk and understands that the limitations on remedies
set forth herein shall apply to all unknown and unanticipated losses, damages, or injuries related
to the matters released herein, as well as those known and anticipated.
The parties hereby agree to release, indemnify, defend, and hold harmless each other, their
respective elected and appointed officials, officers, employees, agents, representatives, insurers,
attorneys, and volunteers from all liabilities and losses, damages, and expenses related to all
claims, suits, arbitration actions, investigations, and regulatory or other governmental
proceedings arising from or in connection with this Letter of Intent or the acts,failures to act, errors
or omissions, or any of their agents or subcontractors, in performance of this Letter of Intent,
except for claims caused by their sole negligence. The mutual right to indemnification includes
attorney's fees and costs associated with establishing the right to indemnification hereunder in
one or the other party's favor.
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f. Termination.
i. Either party may terminate this Letter of Intent,without cause, upon giving the
other party thirty (30) days written notice.
ii. This Letter of Intent will automatically terminate at the end of the six (6) month
period.
g. No Further Assurances/No Third-Party Beneficiaries. This Letter of Intent is
expressly limited to the parties' respective commitments set forth above. Neither party makes
any further assurance, promise or commitment of any kind or nature. This Letter of Intent is
limited to the benefit of the parties, and there are no intended, or actual, third party beneficiaries.
h. Notices. Any notice, request or other communication to be provided by either party
shall be in writing and sent via first class mail, certified, postage prepaid, return receipt requested,
or by personal delivery, to the addresses listed below.
Modifications. This Letter of Intent may be modified only by written agreement of
both parties. Any such modifications are subject to all applicable approval processes required
by, without limitation, the City's Charter and laws.
j. Construction. This document shall be construed as if both parties had jointly
prepared it. As a result, any rule of construction that a document is to be construed against the
drafting party shall not be applicable.
k. Complete Agreement. This Letter of Intent contains the entire understanding and
agreement between the parties hereto with respect to the matters referred to herein. No other
representations, covenants, undertakings, or prior or contemporaneous agreements, oral or
written, regarding such matters which are not contained, referenced, and/or incorporated into this
Letter of Intent by reference shall be deemed in any way, to exist or bind any of the parties.
Approved by the Greater Yakima Chamber of Commerce Board on March , 2022.
Approved by the Yakima City Council on March , 2022.
GREATER YAKIMA CHAMBER OF CITY OF YAKIMA
COMMERCE
Verlynn Best, Executive Director Robert Harrison, City Manager
Greater Yakima Chamber of Commerce City of Yakima
10 North 9th Street 129 North 2"d Street
Yakima, WA 98901 Yakima, WA 98901
509-248-2021 509-575-6000
Email: verlynn(avakima.org b ob.harrison(ayakimawa.gov