HomeMy WebLinkAboutR-2015-062 Parking Lot Utilization Agreement with JEM Development CompanyRESOLUTION NO. R-2015-062
A RESOLUTION authorizing the City Manager to execute an agreement
between JEM Development Company and the City of Yakima
for parking lot utilization in the downtown core.
WHEREAS, the City of Yakima has an opportunity to provide the use of
additional parking spaces in the downtown area where residents and
visitors can park while enjoying the restaurants, wineries,
attractions, and entertainment offered in downtown Yakima; and
WHEREAS, JEM Development owns several vacant parking lots in the
downtown core and is willing to make two of them available to the
City of Yakima for the convenience of downtown visitors; and
WHEREAS, the City desires to enter into a two-year agreement with JEM
Development to use a total of 260 of JEM's parking spaces, 180 of
which are located in the area of North 4th Street and Staff Sgt.
Pendleton Way and 80 of which are located at the corner of Naches
Avenue & Chestnut Ave.; and
WHEREAS, JEM Development will make the 260 parking spaces available for
public parking at no cost to the City of Yakima in accordance with
the terms of the Parking Agreement attached hereto and
incorporated herein by this reference; and
WHEREAS, the City will be responsible for maintaining the lots in their current
condition, performing basic maintenance duties, and paying the
annual property tax of $7,422 for the two lots which equates to
$28.00 per space annually; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached and
incorporated two-year Parking Agreement with JEM Development for use of 260
parking spaces in the downtown core area.
ADOPTED BY THE CITY COUNCIL.this 5th day of May, 2015.
ATTEST: ��,-
onya Claar Te-, City Cler
41441,
Micah Cawley, Mayor
LEASE AGREEMENT — PARKING LOTS
City of Yakima
And
JEM Development Company
THIS LEASE AGREEMENT- PARKING LOTS (the "Lease") is entered into and
effective as of the 6"1J -day of May, 2015 (herein the "Effective Date"), by and between
JEM Properties, LLC, Morrier Family Realty, LLC, and JEM Development Real Estate,
Inc., doing business as JEM Development Company (collectively, the "Lessor"), and the
City of Yakima, a municipal corporation (the Lessee, hereafter called "City"). Lessor
and City are sometimes referred to herein collectively as the "parties".
I. Recitals
A. The companies comprising Lessor are a corporation or limited liability company,
each of which is duly formed and existing under the laws of the State of Washington,
with principal business offices located at 402 East Yakima Avenue, Suite 1200, Yakima,
Washington 98901.
B. City is a municipal corporation duly formed and existing under the laws of the
State of Washington, with City Hall located at 129 North 2nd Street, Yakima, Washington
98901.
C. Lessor owns, operates and maintains property and structures, more particularly
described below, which are adequate and available for parking of vehicles. Lessor and
City desire to enter this Lease, whereby Lessor will make available to City the described
parking lots and structures for parking of vehicles for the public and for access of the
public in connection with the parking of vehicles.
II. Agreement
In consideration of the mutual covenants, conditions and benefits in this Lease, the
Lessor and the City agree as follows.
1. The Premises. The Lessor hereby leases to the City, and the City hereby leases
from the Lessor, the following six (6) parcels situated in the City of Yakima, Yakima
County, Washington (collectively called the "Premises"), and as further collectively
shown on the maps attached hereto as Exhibit "A," which Exhibit "A" is hereby
incorporated herein by this reference:
(A) Parking Lot A: North 4th Street and North Naches Avenue Parcels.
The following three (3) parcels comprise Parking Lot A, improved as paved
parking lots with 80 parking spaces, collectively:
1
(i) Parking Lot, 101 North 4th Street.
This parcel is approximately 0.45 acre in size and is located at the corner
of East "A" Street and North 4th Street. This parcel is legally described as
follows:
Lots 14, 15 and 16 of Block 89. Plat of Yakima, being within the
Northwest quarter of Section 19, Township 13, Range 19 E.W.M.;
EXCEPT the South 10 feet of said Lot 16 for street right of way.
Yakima County Assessor's Parcel No.191319-21447.
(ii) Parking Lot, 107 North 4th Street.
This parcel is approximately 0.32 acre in size and is located north of and
abutting Parcel (i) described above. This parcel is legally described as
follows:
Lots 12 and 13, Block 89, Plat of Yakima
Yakima County Assessor's Parcel No. 191319-21445.
(iii) Parking Lot, 108 North Naches Avenue.
This parcel is approximately 0.32 acre in size and is located east of and
abutting Parcel (ii) described above. This parcel is legally described as
follows:
Lots 4 and 5, Block 89, Plat of Yakima
Yakima County Assessor's Parcel No. 191319-21440.
Parcel A(i) above is owned of record by Morrier Family Realty, LLC, a
Washington limited liability company. Parcels A(ii) and A(iii) above are owned of
record by JEM Development Real Estate, Inc., a Washington corporation (the
legal name of which was changed from "Yakima Mall Shopping Center
Corporation" to "JEM Development Real Estate, Inc.", by Amendment to Articles
of Incorporation filed with the Washington Secretary of State's office).
(B) Parking Lot B: Parcels on southeast corner of intersection of East
Chestnut Avenue and South Naches Avenue. The following three (3) parcels
comprise Parking Lot B, improved as paved parking lots with parking
spaces, collectively:
2
(i) Parking Lot, 101 South Naches Avenue.
This parcel is approximately 8,796 square feet in size and is located at the
southeast corner of the intersection of East Chestnut Avenue and South
Naches Avenue. This parcel is legally described as follows:
Lot 16 and the North one-third of Lot 15, Block 112, Plat of Yakima.
Yakima County Assessor's Parcel No. 191319-13426.
(ii) Parking Lot, 103 South Naches Avenue.
This parcel is approximately 8,985 square feet in size and is located south
of and abutting parcel (i) described above. This parcel is legally described
as follows:
The North two-thirds of Lot 14, and the South two-thirds of Lot 15,
Block 112, Plat of Yakima.
Yakima County Assessor's Parcel No. 191319-13425.
(iii) Parking Lot, 105 South Naches Avenue.
This parcel is approximately 9,191 square feet in size and is located south
of and abutting parcel (ii) described above. This parcel is legally
described as follows:
Lot 13, and the South one-third of Lot 14, Block 112, Plat of
Yakima.
Yakima County Assessor's Parcel No. 191319-13424.
Said parcels comprising Parking Lot B are owned of record by JEM Properties,
LLC, a Washington limited liability company.
2. Term. The parties agree and understand that the purpose of this Lease is to provide
additional public parking spaces during the time that the "Downtown Plaza" (situated on
the City -owned property commonly known as 22 South 3rd Street (Yakima County
Assessor's Parcel No. 191319-24507)) is being constructed. Consequently, the term of
this Lease will commence upon the date that a written "Notice to Commence" is issued
by City to Lessor (hereafter the "Commencement Date"). The initial term of this Lease
will be for a two (2) year period ending on the second (2"d) anniversary date of the
Commencement Date, subject to administration on a month-to-month basis until
termination as set forth below.
3
Unless earlier terminated in accordance with the terms hereof, this Lease shall be
automatically renewed for four (4) additional two-year terms; provided that, the final
term shall in any event end no later than May 31, 2125. Either party shall have the right
to terminate this Lease in its entirety, or the right to modify the Lease by terminating the
application of this Lease to any one or more of the parking Tots comprising Parking Lot A
or Parking Lot B as defined and described in Section 1 above, upon sixty (60) days prior
written notice in accordance with and pursuant to Section 17 below. Either party may
elect nonrenewal of this Lease, or modification of this Lease by withdrawing any one or
more of the parking lots comprising Parking Lot A or Parking Lot B as defined and
described in Section 1 above, by delivering written notice of nonrenewal to the other
party at least sixty (60) days prior to the date of the expiration of the then term of this
Lease.
Notwithstanding the above, the parties anticipate that City will issue its Notice to
Commence within two years after execution of this Lease. If such Notice to Commence
is not issued by City on or prior to the 2nd anniversary date of the Effective Date then
this Lease shall expire and terminate without further notice to either party.
3. Use. City shall use the Premises as parking lots for the general public (and not for
City's employees, contractors and the like) and for no other use or purpose. City shall
not allow its employees or any other persons to use the Premises for any use or
purpose other than parking for the general public without the prior written consent of the
Lessor, which consent may be withheld in the Lessor's sole and absolute discretion.
City shall have the sole right and authority to regulate and control use of such parking
lots for the general public during the term of this Lease, and may post appropriate
signage governing allowable purposes and parking times. City shall not permit anything
to be done in or about the Premises that will in any way conflict with any law, statute,
ordinance or governmental rule or regulation now in force or which may hereafter be
enacted or promulgated. Provided that, notwithstanding the foregoing, City may permit
its employees and its guests the non-exclusive use of Parking Lot B in the manner and
to the extent as provided in that certain Lease dated February 17, 2015, by and
between City and The Tower, LLC, a Washington limited liability company (and an
affiliate of Lessor herein) for the lease of Suite 100 in that certain property known and
generally referred to as the "Tower Annex."
4. Rent. City will not pay rent, but Lessor agrees and acknowledges that performance
of City's improvements, maintenance and repair obligations, as well as other mutual
benefits, as set forth herein and below, constitute good and sufficient consideration
supporting this Lease.
5. City Improvements. City will restripe all of the parking lots comprising Parking
Lot A and Parking Lot B and will provide signage as deemed appropriate in City's sole
discretion, all at City's sole cost. For purposes of information only, the City estimates
that the cost of restriping of Parking Lot A will be approximately $3,000.00.
6. Security Deposit. None
4
7. Utilities. City shall pay any and all charges for water, sewer, gas, electricity,
telecommunication, cable, and all other utilities at the Premises and shall establish
accounts directly with the utility providers.
8. Maintenance and Repair; Upkeep of Premises; Hazardous Substances. City is
solely responsible for all maintenance and repair of the Premises, including but
specifically not limited to snow removal. City shall keep the Premises in a neat and safe
condition. The City shall maintain the Premises in compliance with all laws, ordinances,
or regulations governing the Premises and the City's use of the Premises. The Lessor
shall have no obligation to make any repairs or improvements to the Premises from and
after the Effective Date and during the term of this Lease. City's duties to repair and
maintain the Premises shall not include any duty or responsibility to replace pavement
on the Premises, or to repair damage to such pavement caused by ordinary wear and
tear. City's duty to repair pavement shall be limited to that portion of any existing
pavement excavated by City to facilitate installation of lighting or any other approved
City improvement.
City shall not keep on or around the Premises, for the use, disposal, treatment,
transportation, generation, storage or sale, any substances designated as or containing
components designated as hazardous, dangerous, toxic or harmful, and/or which are
subject to regulation as hazardous substances by any federal, state or local law,
regulation, statue or ordinance (collectively referred to as "Hazardous Substances").
Without limiting the foregoing City shall with respect to any such Hazardous Substance
comply promptly, timely, and completely with all governmental regulations regarding
Hazardous Substances. In the event City shall be found to have violated any of the
above covenants, any and all costs incurred by Lessor as a result of City's non-
compliance, including Lessor's attorneys fees and costs, shall be additional rent and
shall be due and payable to Lessor immediately upon demand by Lessor. Without
limiting the foregoing, City shall be fully and completely liable to Lessor for and shall
indemnify, defend and hold Lessor harmless from and with respect to any and all
cleanup costs and any and all other charges, fees, penalties (civil and criminal) imposed
by any governmental authority with respect to the use, disposal, treatment,
transportation, generation and/or sale of Hazardous Substances, in or about the
Premises.
9. Property Taxes. Upon commencement of this Lease and continuing during the term
of this Lease, City shall be responsible for paying the property taxes.
10. Condition. City has had the opportunity to inspect the Premises prior to signing this
Lease and accepts the Premises in their "AS IS" condition without any representation
from the Lessor as to its condition or suitability for City's intended use.
11. Alterations. Except as set forth above in Paragraph 5 of this Lease, City shall not
make any alterations, additions, or improvements to the Premises without first obtaining
5
the written consent of the Lessor, which consent may be withheld in the Lessor's sole
discretion.
12. Liability; Indemnification; Release. City hereby agrees to indemnify and to hold
Lessor harmless from and to defend Lessor against: (a) any and all claims of liability for
any injury or damage to any person or property whatsoever occurring in, on or about the
Premises or any part thereof, except only those claims for liability arising solely from the
intentional acts or gross negligence of Lessor or its agents or representatives in, on or
about the Premises; (b) any and all claims arising from any breach or default in the
performance of any obligation on City's part to be performed under the terms of this
Lease, or arising from any act or negligence of City, or any of its agents, contractors,
employees or invitees; and (c) any and all costs, attorneys fees, expenses and liabilities
incurred by Lessor relating to any such claims in (a) or (b) above or in any action or
proceeding brought thereon.
Nothing in this Lease or in this section shall create any obligation by either party (or
both parties) to defend, hold harmless or indemnify any person or member of the public
entering upon or using the Premises described herein. Nothing in this Lease or in this
section shall be construed to create any liability for any personal injuries (including
death) or property damage caused by or resulting from the use of the Premises by any
third party and/or member of the public entering upon or using the Premises or parking
spaces described herein.
13. Insurance. City will procure and maintain, at its sole cost and expense, during the
term of this Lease, insurance satisfactory to the Lessor, insuring the Lessor (a) from
liability for damage to person or property and (b) for contractual liability arising in whole
or in part from action or inaction by, or on behalf of, the City arising out of the rights or
obligations of City under this Lease. For the avoidance of doubt, City does not have
responsibility to obtain insurance for replacement of the Premises in the case of a
catastrophic event, which coverage is the responsibility of the Lessor in Lessor's
discretion.
As of the Commencement Date of this Lease, and continuing without interruption during
the term of this Lease, City shall provide certificate(s) of insurance to Lessor on behalf
of City. The certificate(s) of insurance shall meet the following minimum requirements.
Commercial General Liability Insurance. City shall provide Lessor with a
certificate of insurance as proof of commercial liability insurance and commercial
umbrella liability insurance with a total liability limit of the limits required in the
policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per
occurrence combined single limit bodily injury and property damage, and Two
Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly
state who the provider is, the coverage amount, the policy number, and when the
policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Lease. The policy shall name the Lessor, its officers, agents, and
employees as additional insureds. City shall not cancel or change the insurance
6
without first giving Lessor thirty (30) calendar days prior written notice. The
insurance shall be with an insurance company or companies rated A -VII or
higher in Best's Guide and licensed in the State of Washington
14. Assignment; Sublease. City shall not assign this Lease and City shall not sublease
the Premises in whole or in part.
15. Lessor's Right of Access. The Lessor, or the Lessor's employees or agents, shall
have the right to enter the Premises in a reasonable manner upon reasonable advance
notice to City to inspect the Premises or to conduct surveys, testing, or studies in
connection with any engineering, design, financing, or permitting activities related to
potential development of the Premises; provided, however, that no notice will be
required in emergency circumstances where it is impractical to provide City with
advance notice. The Lessor shall use reasonable efforts to minimize any disruption of
City's activities.
16. Default. Each of the following shall constitute an Event of Default:
a. The City fails to maintain at all times the insurance required by this Lease.
b. Either party fails to comply with any agreement or requirement in this Lease,
other than the obligations listed in subsection (a), for a period of thirty (30) days
after notice from the Lessor.
If an Event of Default has occurred and continues, the non -defaulting party may
terminate this Lease and pursue any other remedies available under Washington state
law. In any litigation, the substantially prevailing party shall be entitled to collect from
the other party, in addition to any damages, all reasonable costs, fees, and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in pursuing its
remedies.
17. Termination. Either party may terminate this Lease in whole or in part by delivering
at least sixty (60) days' advance written Notice of Termination to the other party. For
avoidance of doubt, the City or Lessor may terminate this Lease in its entirety or only in
part by terminating the lease with respect to any one or more of the parking lots
comprising Parking Lot A and Parking Lot B as defined and described in Section 1
above. On the expiration of the Term, or any earlier termination of this Lease, the City
shall: (a) immediately vacate the Premises (or the portion thereof terminated); (b) repair
all damage to the Premises (or the portion thereof terminated) caused by the City's
removal of its equipment and property from the Premises; and (c) restore the terminated
Premises to the general condition that existed at the commencement of the Term,
reasonable wear and tear excepted. The City's indemnity obligation shall survive the
termination or expiration of this Lease.
18. Entire Agreement, Applicable Law, Venue. This Lease contains the entire
agreement of the parties with respect to the leasing of the Premises and no
representations or agreements not included in this Lease shall be enforceable unless in
writing and signed by the party to be charged. This Lease shall be governed by and
interpreted in accordance with the laws of the State of Washington. Venue for any
action arising out of the performance, breach or enforcement of this Lease shall lie in
Yakima County, Washington.
IN WITNESS WHEREOF, the Lessor and the City have caused this Lease to be
executed by their duly authorized agents as of on the date first written above.
CITY:
CITY OF YAKIMA
LESSOR:
JEM DEVELOPMENT REAL ESTATE,
INC.; JEM PROPERTIES, LLC;
MORRIER FAMILY REALTY, LLC
Tony •''our e, City Manager
ATTEST:
fSonya9Claaree, City Clerk
CITY CONTRACT ppONTRACTNO: 0 /-�_� / 3
RESOLUTION NO: /�- 0' S^ O k Z
By:
ATTESTATION
8
Joseph Morrier, President and
Manager, respedtively
lM(P
M. aficretary
STATE OF WASHINGTON
) ss.
Yakima County
At Yakima, Washington, this 5 day of `% 1 - , 2015, personally appeared
JOSEPH MORRIER, President, and E/, Zet6e .( ,')e (9reG , Secretary,
duly authorized officers agent of JEM Development Real Estate, Inc., and JOSEPH
MORRIER, as Manager of JEM Properties, LLC and as Manager of Morrier Family
Realty, LLC, and acknowledged this instrument, by said officers sealed and subscribed,
to be said officers' free act and deed and the free act and deed of the LESSOR named
above.
otti►►►►nio
��E �DRqQ'//,,
`" 10NE.,:t;P.cc's
:c °TARP `"••
•
N• PUBU eo O ....
9VAAY 2c3'.• �C?`•
NOTARY PUBLIC in and for the Stat of
Washington, residing at: elf e
My Commission Expires: kb. a31. PO/
STATE OF WASHINGTON )
) ss.
Yakima County• )
At Yakima, Washington, this (� day of in , 2015, personally appeared
TONY O'ROURKE, City Manager of the City df Yakima, CITY named above, and
acknowledged this instrument, by said officer sealed and subscribed, to be said officer's
free act and deed and the free act and deed on behalf of the CITY named above.
KAARRE ALLYN
Notary Public
State of Washington
My Commission Expires
April 11, 2016
NOTA Y PUBLIC in and fo, the State of
Washington, residing at: GLf,tivar 1� 4
My Commission Expires: q i / - l
9
CityMap
July 10, 2017
€xi4iir A
1:4,514
0 0.05 0.1
1 � t
02 m1
0 0.075 0.15
0.3 km
Esn, HERE, DeLorme, Mapmylndia, ® OpenStreetMap cont tutors,
and the GIS user community
Sovice Esn, DigtalG lobe, GeoEye, Earthstar Geographics,
CNES/Aubus DS, USDA, USGS, AeroGRID, IGN, and the GIS User
Community
City of Yakima, Washington
City of Yakima, Washington - 2017
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No 5 C
For Meeting of May 5 2015
ITEMTITLE Resolution authorizing the City Manager to enter a Parking
Agreem ent with JEM D evelopm ent Comp any
SUBMITTED BY Sean Hawkins Economic Development Manager 575 6274
SUMMARY EXPLANATION
The following two year agreement will allow the City to lease 260 new public parlung spaces from JEM
Development The parking lot locations are on the Northeast corner of N 4th Street and Sergeant
Pendleton Way (180 spaces) and the Southeast corner of Naches Avenue and Chestnut Street (80 spaces)
There is no fee to lease the parking spaces over the course of the agreement however the City will agree
to the following items
1) The City will agree to pay the property taxes on both lots which is estimated to be $7 422 per
year or $28 00 per space annually
2) The City will agree to fix pot holes in each lot and restnpe each lot
3) The City will perform basic maintenance mcludmg street sweeping weed abatement or other
basic litter rem oval services
4) The City will indemnify JEM Development for any claims of liability
Resolution X Ordinance
Other (Specify)
Contract C ontract Term
Start Date End Date
Item Budgeted Amount
Funding Source/Fiscal Impact
Strategic Priority Economic Development
Insurance Required9 No
Mail to
Phone
APPROVED FOR
SUBMITTAL
4,41
City Manager
RECOIvJMENDATION
Staff recommends Council authorize the City Manager to sign the parking agreement between JEIvM
Development and the City of Yakima
ATTACHMENTS
Description Upload Date Type
❑ Resolution oath JEM Dev for parking 4/30)2015 CoverMemo
❑ Parking lot lease JEM Development 4/30/2015 CoverMemo
REVISED LEASE AGREEMENT — PARKING LOTS
City of Yakima
And
JEM Development Company
THIS REVISED LEASE AGREEMENT.- PARKING LOTS (the "Lease") is entered into
and effective as of the i24)day of We', 2018 (herein the "Effective Date"), by and
between Morrier Family Realty, LLC, and JEM Development Real Estate, Inc., doing
business as JEM Development Company (collectively, the "Lessor"), and the City of
Yakima, a municipal corporation (the Lessee, hereafter called "City") Lessor and City
are sometimes referred to herein collectively as the "parties".
I. Recitals
A. The companies comprising Lessor are a corporation or limited liability company,
each of which is duly formed and existing under the laws of the State of Washington, with
principal business offices located at 402 East Yakima Avenue, Suite 1200, Yakima,
Washington 98901.
B City is a municipal corporation duly formed and existing under the laws of the State
of Washington, with City Hall located at 129 North 2nd Street, Yakima, Washington 98901
C. Lessor owns, operates and maintains property and structures, more particularly
described below, which are adequate and available for parking of vehicles. Lessor and
City desire to enter this Lease, whereby Lessor will make available to City the described
parking lots and structures for parking of vehicles for the public and for access of the
public in connection with the parking of vehicles.
II. Agreement
In consideration of the mutual covenants, conditions and benefits in this Lease, the Lessor
and the City agree as follows.
1. The Premises. The Lessor hereby leases to the City, and the City hereby leases from
the Lessor, the following three (3) parcels situated in the City of Yakima, Yakima County,
Washington (collectively called the "Premises"), and as further collectively shown on the
map attached hereto as Exhibit "A," which Exhibit "A" is hereby incorporated herein by
this reference:
(A) Parking Lot A: North 4t" Street and North Naches Avenue Parcels. The
following three (3) parcels comprise Parking Lot A, improved as paved parking lots
with 80 parking spaces, collectively:
1
(1) Parking Lot, 101 North 4th Street.
This parcel is approximately 0.45 acre in size and is located at the corner
of East "A" Street and North 411h Street. This parcel is legally described as
follows:
Lots 14, 15 and 16 of Block 89 Plat of Yakima, being within the
Northwest quarter of Section 19, Township 13, Range 19 E.W.M.;
EXCEPT the South 10 feet of said Lot 16 for street right of way.
Yakima County Assessor's Parcel No.191319-21447.
(ii) Parking Lot, 107 North 4th Street.
This parcel is approximately 0.32 acre in size and is located north of and
abutting Parcel (i) described above. This parcel is legally described as
follows:
Lots 12 and 13, Block 89, Plat of Yakima
Yakima County Assessor's Parcel No. 191319-21445.
(iii) Parking Lot, 108 North Naches Avenue.
This parcel is approximately 0.32 acre in size and is located east of and
abutting Parcel (ii) described above. This parcel is legally described as
follows.
Lots 4 and 5, Block 89, Plat of Yakima
Yakima County Assessor's Parcel No. 191319-21440.
The southern half of this parcel is currently leased to Single Hill Brewing
Company and is not included in this Revised Parking Lot Lease. The southern half
of the parcel contains 22 parking spaces striped in a blue color, with signage
identifying the parking spaces reserved for Single Hill Brewing customers. The
northern half of the parcel is identified as open for public use. An attached map,
Exhibit "B", highlights the portion of the parcel occupied by Single Hill Brewing
Company that is not included in this Revised Parking Lot Lease
Parcel A(i) above is owned of record by Morrier Family Realty, LLC, a Washington
limited liability company. Parcels A(ii) and A(iii) above are owned of record by JEM
Development Real Estate, Inc., a Washington corporation (the legal name of which
was changed from "Yakima Mall Shopping Center Corporation" to "JEM
2
Development Real Estate, Inc.", by Amendment to Articles of Incorporation filed
with the Washington Secretary of State's office).
2. Term. The parties agree and understand that the purpose of this Lease is to provide
additional public parking spaces during the time that the "Downtown Plaza" (situated on
the City -owned property commonly known as 22 South 3rd Street (Yakima County
Assessor's Parcel No 191319-24507)) is being constructed Consequently, the term of
this Lease will commence upon the date that a written "Notice to Commence" is issued
by City to Lessor (hereafter the "Commencement Date"). The initial term of this Lease
will be for a two (2) year period ending on the second (2"d) anniversary date of the
Commencement Date, subject to administration on a month-to-month basis until
termination as set forth below.
Unless earlier terminated in accordance with the terms hereof, this Lease shall be
automatically renewed for four (4) additional two-year terms; provided that, the final term
shall in any event end no later than May 31, 2028. Either party shall have the right to
terminate this Lease in its entirety, or the right to modify the Lease by terminating the
application of this Lease to any one or more of the parking lots comprising Parking Lot A
as defined and described in Section 1 above, upon sixty (60) days prior written notice in
accordance with and pursuant to Section 17 below Either party may elect nonrenewal
of this Lease, or modification of this Lease by withdrawing any one or more of the parking
lots comprising Parking Lot A as defined and described in Section 1 above, by delivering
written notice of nonrenewal to the other party at least sixty (60) days prior to the date of
the expiration of the then term of this Lease
Notwithstanding the above, the parties anticipate that City will issue its Notice to
Commence within two years after execution of this Lease. If such Notice to Commence
is not issued by City on or prior to the 2nd anniversary date of the Effective Date then this
Lease shall expire and terminate without further notice to either party.
3. Use. City shall use the Premises as parking lots for the general public (and not for
City's employees, contractors and the like) and for no other use or purpose. City shall
not allow its employees or any other persons to use the Premises for any use or purpose
other than parking for the general public without the prior written consent of the Lessor,
which consent may be withheld in the Lessor's sole and absolute discretion. City shall
have the sole right and authority to regulate and control use of such parking lots for the
general public during the term of this Lease, and may post appropriate signage governing
allowable purposes and parking times. City shall not permit anything to be done in or
about the Premises that will in any way conflict with any law, statute, ordinance or
governmental rule or regulation now in force or which may hereafter be enacted or
promulgated
4. Rent. City will not pay rent, but Lessor agrees and acknowledges that performance of
City's improvements, maintenance and repair obligations, as well as other mutual
3
benefits, as set forth herein and below, constitute good and sufficient consideration
supporting this Lease.
5. City Improvements. City will restripe all of the parking lots comprising Parking Lot
A, excepting that portion identified in Exhibit "B" herein, and will provide signage as
deemed appropriate in City's sole discretion, all at City's sole cost. For purposes of
information only, the City estimates that the cost of restriping of Parking Lot A will be
approximately $3,000 00
6. Security Deposit. None
7. Utilities. City shall pay any and all charges for water, sewer, gas, electricity,
telecommunication, cable, and all other utilities at the Premises and shall establish
accounts directly with the utility providers. In regards to parcel A(III), the City will only be
responsible for half of the cost of any utility charges associated with this parcel.
8. Maintenance and Repair; Upkeep of Premises; Hazardous Substances. City is
solely responsible for all maintenance and repair of the Premises, including but
specifically not limited to snow removal. City shall keep the Premises in a neat and safe
condition. The City shall maintain the Premises in compliance with all laws, ordinances,
or regulations governing the Premises and the City's use of the Premises. The Lessor
shall have no obligation to make any repairs or improvements to the Premises from and
after the Effective Date and during the term of this Lease City's duties to repair and
maintain the Premises shall not include any duty or responsibility to replace pavement on
the Premises, or to repair damage to such pavement caused by ordinary wear and tear.
City's duty to repair pavement shall be limited to that portion of any existing pavement
excavated by City to facilitate installation of lighting or any other approved City
improvement.
City shall not keep on or around the Premises, for the use, disposal, treatment,
transportation, generation, storage or sale, any substances designated as or containing
components designated as hazardous, dangerous, toxic or harmful, and/or which are
subject to regulation as hazardous substances by any federal, state or local law,
regulation, statue or ordinance (collectively referred to as "Hazardous Substances").
Without limiting the foregoing City shall with respect to any such Hazardous Substance
comply promptly, timely, and completely with all governmental regulations regarding
Hazardous Substances. In the event City shall be found to have violated any of the above
covenants, any and all costs incurred by Lessor as a result of City's non-compliance,
including Lessor's attorneys fees and costs, shall be additional rent and shall be due and
payable to Lessor immediately upon demand by Lessor. Without limiting the foregoing,
City shall be fully and completely liable to Lessor for and shall indemnify, defend and hold
Lessor harmless from and with respect to any and all cleanup costs and any and all other
charges, fees, penalties (civil and criminal) imposed by any governmental authority with
respect to the use, disposal, treatment, transportation, generation and/or sale of
Hazardous Substances, in or about the Premises.
4
9. Property Taxes. Upon commencement of this Lease and continuing during the term
of this Lease, City shall be responsible for paying the property taxes. The City shall only
be responsible for paying one half of the property taxes assessed to parcel A(III).
10. Condition. City has had the opportunity to inspect the Premises prior to signing this
Lease and accepts the Premises in their "AS IS" condition without any representation
from the Lessor as to its condition or suitability for City's intended use.
11. Alterations. Except as set forth above in Paragraph 5 of this Lease, City shall not
make any alterations, additions, or improvements to the Premises without first obtaining
the written consent of the Lessor, which consent may be withheld in the Lessor's sole
discretion.
12. Liability; Indemnification; Release. City hereby agrees to indemnify and to hold
Lessor harmless from and to defend Lessor against: (a) any and all claims of liability for
any injury or damage to any person or property whatsoever occurring in, on or about the
Premises or any part thereof, except only those claims for liability arising solely from the
intentional acts or gross negligence of Lessor or its agents or representatives in, on or
about the Premises; (b) any and all claims arising from any breach or default in the
performance of any obligation on City's part to be performed under the terms of this
Lease, or arising from any act or negligence of City, or any of its agents, contractors,
employees or invitees; and (c) any and all costs, attorneys fees, expenses and liabilities
incurred by Lessor relating to any such claims in (a) or (b) above or in any action or
proceeding brought thereon.
Nothing in this Lease or in this section shall create any obligation by either party (or both
parties) to defend, hold harmless or indemnify any person or member of the public
entering upon or using the Premises described herein. Nothing in this Lease or in this
section shall be construed to create any liability for any personal injuries (including death)
or property damage caused by or resulting from the use of the Premises by any third party
and/or member of the public entering upon or using the Premises or parking spaces
described herein.
13. Insurance. City will procure and maintain, at its sole cost and expense, during the term of
this Lease, insurance satisfactory to the Lessor, insuring the Lessor (a) from liability for damage
to person or property and (b) for contractual liability arising in whole or in part from action or
inaction by, or on behalf of, the City arising out of the rights or obligations of City under this
Lease. For the avoidance of doubt, City does not have responsibility to obtain insurance for
replacement of the Premises in the case of a catastrophic event, which coverage is the responsibility
of the Lessor in Lessor's discretion.
As of the Commencement Date of this Lease, and continuing without interruption during the term
of this Lease, City shall provide certificate(s) of insurance to Lessor on behalf of City. The
certificate(s) of insurance shall meet the following minimum requirements.
5
Commercial General Liability Insurance. City shall provide Lessor with a
certificate of insurance as proof of commercial liability insurance and commercial
umbrella liability insurance with a total liability limit of the limits required in the
policy, subject to minimum limits of Two Million Dollars ($2,000,000.00) per
occurrence combined single limit bodily injury and property damage, and Two
Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly
state who the provider is, the coverage amount, the policy number, and when the
policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Lease. The policy shall name the Lessor, its officers, agents, and
employees as additional insureds. City shall not cancel or change the insurance
without first giving Lessor thirty (30) calendar days prior written notice. The
insurance shall be with an insurance company or companies rated A -VII or higher
in Best's Guide and licensed in the State of Washington.
14. Assignment; Sublease. City shall not assign this Lease and City shall not sublease
the Premises in whole or in part.
15. Lessor's Right of Access. The Lessor, or the Lessor's employees or agents, shall
have the right to enter the Premises in a reasonable manner upon reasonable advance
notice to City to inspect the Premises or to conduct surveys, testing, or studies in
connection with any engineering, design, financing, or permitting activities related to
potential development of the Premises, provided, however, that no notice will be required
in emergency circumstances where it is impractical to provide City with advance notice.
The Lessor shall use reasonable efforts to minimize any disruption of City's activities
16. Default. Each of the following shall constitute an Event of Default:
a. The City fails to maintain at all times the insurance required by this Lease.
b Either party fails to comply with any agreement or requirement in this Lease,
other than the obligations listed in subsection (a), for a period of thirty (30) days
after notice from the Lessor
If an Event of Default has occurred and continues, the non -defaulting party may terminate
this Lease and pursue any other remedies available under Washington state law. In any
litigation, the substantially prevailing party shall be entitled to collect from the other party,
in addition to any damages, all reasonable costs, fees, and expenses, including
reasonable attorneys' fees, incurred by the prevailing party in pursuing its remedies.
17. Termination. Either party may terminate this Lease in whole or in part by delivering
at least sixty (60) days' advance written Notice of Termination to the other party. For
avoidance of doubt, the City or Lessor may terminate this Lease in its entirety or only in
part by terminating the lease with respect to any one or more of the parking lots
comprising Parking Lot A as defined and described in Section 1 above On the expiration
of the Term, or any earlier termination of this Lease, the City shall: (a) immediately vacate
the Premises (or the portion thereof terminated), (b) repair all damage to the Premises
6
(or the portion thereof terminated) caused by the City's removal of its equipment and
property from the Premises; and (c) restore the terminated Premises to the general
condition that existed at the commencement of the Term, reasonable wear and tear
excepted. The City's indemnity obligation shall survive the termination or expiration of this
Lease.
18. Entire Agreement, Applicable Law, Venue. This Lease contains the entire
agreement of the parties with respect to the leasing of the Premises and no
representations or agreements not included in this Lease shall be enforceable unless in
writing and signed by the party to be charged. This Lease shall be governed by and
interpreted in accordance with the laws of the State of Washington Venue for any action
arising out of the performance, breach or enforcement of this Lease shall lie in Yakima
County, Washington.
IN WITNESS WHEREOF, the Lessor and the City have caused this Lease to be executed
by their duly authorized agents as of on the date first written above.
CITY:
CITY OF YAKIMA
By:
CIiff Moere—City-Maeager
`.
ATTEST.
LESSOR:
JEM DEVELOPMENT REAL ESTATE,
INC.;
MORRIER FAMILY REALTY, LLC
B
Joseph Morrier, President and
Manager, respectively
Sonya-Claar Tee;. Gity,G`%rk�,-
yA
CITY CONTRACT NO: /7/2/g.-1/
G�" 2al =1X.7 7-- • ��•
RESOLUTION NO' -
7
Exhibit A - JEM Development Parking Agreement
June 18. 2018
Parcels
11128
0 0.0075 0015 003 mi
1 '1
0 0.015 003
YakOna GLS
Grt
^lefkt Garnet 0 oovarmutao orr mo( aro Iv v.S Air
000 km
CR/ dYatNla Warr+egtor+
Cly UYrctna Washirgtr-2017
Exhibit B - JEM Development Parking Agreement
June 18, 2018
Parcels
1.564
0 0.00475 0.0095 0.018 m
1 1 1 l r r r ,I
00.0075 0.015
0.03 km
Yaws GS
Same Cu 7yRM3soos G.oey* eiRr UrUora.4at CN-SAau 4
Cly d'myna war Nan
at OTANI *SnIW - 2017