HomeMy WebLinkAboutR-1991-D5912 Allied Arts / Gilbert ParkRESOLUTION NO. D-5912
A RESOLUTION authorizing the expansion of the Gilbert Park
parking lot and granting a nonexclusive license
for its use to the Allied Arts Council of the
Yakima Valley, Inc.
WHEREAS, the City of Yakima owns and operates Gilbert
Park within the City of Yakima which area is more fully de-
scribed on the attached and incorporated deed denominated
Exhibit A; and
WHEREAS, within Gilbert Park the Allied Arts Council of
the Yakima Valley, Inc. Mined] owns a separate parcel of
land which is described upon Exhibit A and upon which is
located a building which contains an auditorium, art gallery,
studio, and associated office space; and
WHEREAS, the City of Yakima owns a parking lot area
immediately adjacent to Allied's building which serves Gilbert
Park and is presently
and
used by patrons
and staff of Allied;
WHEREAS, Allied proposes to expand and modify its build-
ing and Allied has requested permission of the City to expand
the existing parking lot; and
WHEREAS, the conveyance by which the City was granted
Gilbert Park lExhibit A] contains a legal restriction re-
quiring use of Gilbert Park property solely for park purposes;
and
WHEREAS, the City Council wishes to accommodate Allied's
request for additional parking spaces; and
WHEREAS, the owner of the reversionary interest in Exhib-
it A has indicated a willingness to accommodate such change;
and
(res/gIbrtprk.jv)
WHEREAS, under the provisions of RCW 35.22.290 - 300, the
City of Yakima has the authority to maintain and operate a
public auditorium and art museum and in lieu of exercising
such authority the City Council desires to
the aforementioned purposes by allowing it
use additional parking spaces in the Gilbert
now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
assist Allied in
to construct and
Park parking lot,
Section 1. Pursuant to Section 15.06.050, the
Council hereby grants to Allied permission to improve a
tion of Gilbert Park as a parking lot which improvement
conform to the
rated Exhibit
ing Examiner.
City
por-
is to
drawings set forth in the attached and incorpo-
B or as such plans may be modified by the Hear -
Such grant of additional parking spaces shall
not exceed twenty five (25) additional parking spaces. Allied
is further granted a nonexclusive license to use the entire
Gilbert Park parking area, as it exists now and as later im-
proved,for its staff and patrons. Such right of improvement
and license is made subject to Allied's conformance with all
of the following conditions: (A) The City shall incur no
expense in the proposed expansion of the Gilbert Park parking
area as set forth in Exhibit B. (B) All improvements shall be
the property of the City of Yakima. (C) Al]. improvements
shall be subject to the approval of the City's
license
granted by this resolution shall be in
as Allied owns and operates a public auditorium
Engineer. The
effect so long
and art gal-
lery open to the public. (D) Prior to the commencement of any
parking lot improvements, Allied shall cause to be delivered
to the City Clerk a document, which in the opinion of the City
Attorney, removes the possibility of the reversion of Gilbert
Park because of the improvements and use contemplated by this
-2
(res/glbrtprk.jv)
resolution. (E) Allied shall accept and agree with provisions
of this resolution.
ADOPTED BY THE CITY COUNCIL this 14th day of May, 1991.
The provisions of this resolution
are accepted and agreed to by ALLIED
ARTS OF THE YAKIMA VALLEY, INC.
By :
Its:
ATTEST:
City Clerk
art CONTITteef
- 3 -
(res/glbrtprk.jv)
Mayor
543
5a.
1558630
STATUTORY WARRANTY DEED
COUN
C(SE TAZ
PAID - - • .a
raga COUN .(; ;,i1.)1JRE
IIL1 •..
DtlUIY IREA*1J M
Grantor, RICREY & GILBERTCOMPANY, a corporation,
for and in "erationof ONE DOLLAR (1.00) and *other valuable
consideration, In hand paid,,; conveys and marrankto THE METROPOL
PARK DISTRICT OF YAKIMA, a !funic pal"Corporation, the foYlowing
described real ate, °,situated in the County of Yakima;. ' to of
i
dashngton. ;
ter,
All °x Block 6, The Uplands, accordi2to the plat t
rec.; "o in Volume 0 of Plats, Page S, records of Yak ma
Coin, Washington;q
;43,.:arc
EXCEPT •; sllowing portion, thereof heretofore conveyed
by the usigned Grantor to the Yakima Valley
Association, to -wit:
Beginning at the Southey corner of the Northeast Quarter
of the Northeast Quarter of Section 21, Township 13 North,
Rang 18, E.V.thence Vest on the South line of said
s vision 3 s eet; thence South 29030* West 77 feet to
n - e poi i "r' beginning; thence South 29°30' West 182
thence 60°30' West 138 feet; thence N.
East 182feet; thence South 60° °{. =st 1 eet.
With all appurtenances and mate
ring and belonging
z3:;
;ht s
eunto
SUBJECT to all easements, rights of may, and restrictive
provisions pertai tg thereto shown or record.
, zy y�
This de is* . essly subj t to the rollout
e performed by the grantee or its successors
they direction of the grantee or its
1.
of the memory of
solely and excl.be used pr
a '=
facilities for
successors
conditions,
by others under
h .5 erty a17 71e as ., Bert Park, in honor
ey Gilbert; u sante shall be
vely ublit park purposes, gild the same
for children& s playgrpurposes, s1though such
er children, such a .':.' Ag-,. als and sandboxes,
shall be permissible.
2. Grantee agrees that it wil`•evelop',
maintain said property as a beautiful public park, of
Park iiSeattle is c°
°,. s are available f
=Prove, and
which Volunteer
d an excellent example, as rapidly as its
purpos Without ions Interference with
rvITBIT A
•
4.
eiii"' 4
G30
• ,
•
the remainder of its park program, and in accordance with suitable plans
for the development of said park, prepared by a landscape architect,
park engineer, or other qualified person and who shall be approved by
both parties hereto; it being agreed that the orchard thereon sbnll
be removed by the Grantor.
3. Grantee agrees that in the event the real property
herein demised at any time ceases to be used as a public park, that the
title to said property shall revert from said granteelto the grantor,
its successors and assigns.
4. Grantee agrees to make or to direct the making of the
ollowing improvements on the property herein demised,'as expeditiously
as funds are available for such purpose:
1. To grade said property in accordance with the plans
adopted by the grantor and grantee herein.`
2. To plant or seed said property
Fescue or other suitable meadow grass.
3. To develop a foundation planting at the front and on
the north side of the Art Center Building.
4. To constrict curbs and surfacing on that portion of
said property designed as a parking area, situate between Bitterroot
Way and the said Art Center; and to develop an ertrance from Sunset
Avenue to said property.
Grantee agrees to make said improvements ani to -complete the
deveIopment of said premises as a public park, in the order hereinabove
stated, and to complete the same within a period bf twenty years from
the date hereof.
frith Chewing *s Red
The terms, conditions, plans andlorder of development of
the premises herein demised may be changed or modified by the written
•
agreement of the parties hereto.
IN LTITNESS, WHEREOF, said corporation has caused- this
�SSrST•E ,SQ33Q }�g:t.
instrument to be executed by its proper off cern
seal to be hereunto affixed, this 21144 day- of June, 1954.
for the
pers.. Y. appeared
F-
rown. to be the resi
4r
RICH$i & Chi` COMPANY, the
Ansi• • act and dee& of
purposes therein mentioned; a
authorized to exe M kn - the saia
is the corporate
WITNESS my
anti year first- above Written.
sap; Corporation, for the
G/|>"ort Park parking lot area
proposed to be modified
by Allied Arts Council
r�
COCKRILL & WEAVER, P.S.
MAY 9 1991
ATTORNEYS AND COUNSELORS
316 NORTH THIRD STREET n= r LEGAL EGAL
P. O. BOX 4 V
YAKIMA, WASHING .>N 98907
A - s
,.J L.. t . •
LEONARD M. COCKRILL TELEPHONE
PAT COCKRILL 509-575-1500
TIM WEAVER FAX - 509-575-1227
BARRY M. WOODARD
May 9, 1991
Mr. John Vanek
City Attorney
Century Plaza Building
201 East Lincoln Suite 5
Yakima WA 98901
Re: Allied Arts/Gilbert Park
Dear John:
I am enclosing a copy of the following documents:
1. Consent of Shareholder in Lieu of Special Meeting of
Richey & Gilbert Company and Plan of Liquidation for said
Company, each dated December 6, 1986
2. Copy of Statement of Intent to Dissolve and of the
Articles of Dissolution of Richey & Gilbert Company, each
dated December 26, 1986.
3. Copy of Secretary of State's Certificate showing the
above documents filed January 6, 1987.
As the enclosed documents disclose, Richey & Gilbert Company
dissolved by the voluntary act of its sole shareholder, Marley
Orchards Partnership, a Wasrrington Limited Partnership, on January
6, 1987. -- December 26, 1986, and for s�..me time prior thereto,
the shareholders of Richey & Gilbert Company were William J.
Gammie, Joan G. Cahill, Jane G. Reid and Lisa G. Plath. On
December 26, 1986, these shareholders adopted a Plan of
Liquidation, pursuant to which the shares of the corporation were
transferred to Marley Orchards Partnership, which simultaneously
consented to the voluntary dissolution 7'f the corporatic.. All
assets of the corporation were, by the Plan of Liquidation,
distributed to Marley Orchards Partnership, which assumed all of
the liabilities of the corporation.
The right of reve -er or possibility of reverter reserved in the
1954 Deed from Ri-;ley & Gilbert Company to the Metropolitan Park
Mr. John Vanek
May 9, 1991
Page 2
District of Yakima, accordingly, is now held by Marley Orchards
Partnership.
William J. Gammie continues to be the general partner of Marley
Orchards Partnership.
Marley Orchards Partnership is represented by Larry Wright of the
Halverson firm. On April 19, we contacted Mr. Wright and provided
to him copies of all documents in the chain of title and a copy of
our request to the City Council dated March 28, 1991. We explained
to Larry what we understood to be your concern that the City's
allowance of the modest modification proposed in the parking area
in front of the Warehouse Arts Center might trigger the possibility
of reversion. We asked him to determine from Mr. Gammie if he
would either deed the right of reversion to Allied Arts Council or
otherwise confirm to the City that allowance of the modest
improvements contemplated would not work a reversion.
The delay in this matter since April 19 has been due to Mr.
Gammie's absence from the City.
Larry called me this morning to confirm that he had met today with
Mr. Gammie and that Mr. Gammie is willing to execute whatever
documents might be appropriate to evidence that the allowance of
the modifications as proposed to the parking area in front of the
Warehouse Arts Center would not trigger a reversion in the 1954
Deed. Larry offered to attend the Council meeting on Tuesday to
confirm that fact, if necessary. I told him I did not feel his
personal presence would be necessary, and that I would now ask you
to prepare whatever waiver or consent or approval document you
believe would properly protect the City in this situation.
I called your office as soon as I had heard from Larry. You were
unavailable and I left word for you to call. Shortly before I
heard from Larry, Don Skone called me and asked that I keep him
advised and, accordingly, when I was unable to reach you I called
Mr. Skone's office. He was gone for the day and I, accordingly,
asked Ms. Davenport to call me. She called me shortly before noon
and I explained to her that the owner of the rightof reversion had
assured us of his cooperation.
It is my understanding we will be on the Council's docket for next
Tuesday.
I await your advice as to what you think would be appropriate for
Mr. Gammie to sign in this situation. You should feel free to call
Larry Wright.
Mr. John Var ak
May 9, 1991
Page 3
I would be more than happy to deliver the appropriate document to
Mr. Wright as soon as it is prepared. If I have left cat anything,
or if you have any additional questions, please don't hesitate to
call.
Sincere yours,
COCKRIL WEAVER, P.S.
•
Leonard M. Cockrill
LMC/ja
Enclosures
cc: Larry Wright
•
CONSENT OF SOLE SHAREHOLDER
IN LIEU OF SPECIAL MEETING
OF
RICHEY & GILBERT COMPANY
Pursuant to RCW 23A.08.265 and RCW 23A.44.080 the under-
signed, being the sole shareholder of RICHEY & GILBERT COMPANY, a
Washington corporation (the "Corporation"), acting without a
meeting, DOES HEREBY ADOPT the following resolutions and DC)ES
HEREBY. CONSENT to the taking of the action therein set forth.
RESOLVED: That the Corporation be voluntarily liqui-
dated and dissolved by the written consent of its sole
shareholder pursuant to RCW 23A.28.020 and pursuant to
the Plan and Agreement of liquidation annexed hereto as
Exhibit A (the "Plan") meeting the requirements of
Section 333 of the Internal Revenue Code; and
BE IT FURTHER RESOLVED: That the officers of the Corpo-
ration are authorized and directed to execute the Plan
and all necessary documents and to take such other
action as required to effect the dissolution and liqui-
dation.
The execution of this consent shall constitute a written
waiver of any notice required by the Washington Business Corpora-
tion Act or this Corporation's Articles of Incorporation or
Bylaws.
DATED: December a-4 , 1986.
MARLEY ORCHARDS PARTNERSHIP,
a Washington Limited Partnership
By G�Lti ��-.-
Wiliam J. Garnr e,
General Partner
216
•
PLAN A:D AGREEMENT
OF
LIQUIDATION
This plan and agreement of liquidation made this Z(
day of December, 1986, by and between Richey & Gilbert Company, a
Washington Corporation (the "Corporation"), William J. Gammie, in
his capacity as voting trustee (the "Trustee") under the Voting
Trust Agreement made April 16, 1985 (the "Vot ng Trust Agree-
ment"), ?'v_lliam J. Gammie, Joan G. Cahill, Jr: G. Reid and Lisa
G. Plath, thi,r beneficial owners of the share Df the corporation
(the "Shareh_ders") and Marl-- Orchards Pa:.nership, a
Washington Limited PE.Ttnersh__ the "Partnership"), with respect
to the following facts:
A. The Voting Trust Agreement provided for the issu-
ance of Voting Trust Certificates to the Shareholders to repre-
sent their beneficial ownership of the Corporation's shares.
B. The Tareholders believe it to be in their respec-
tive best interests to liquidate the Corporation prior to January
1, 1987 and in accordance with Section 333 of the Internal Rev-
enue Code as in effect prior to enactment of the Tax R:�.form Act
of 1986 (the "Code").
C. The Shareholders further believe it to be in their
best interest to combine the business operations of the Corpora-
tion with those of the Partnership.
D. The Partnership was formed as a limited partnership
.ender the laws of the state of Washington upon the making of the
Marley Orchards PartnershL7D Limited Partnership Agreement on
December 27, 1985 (the "Pa.tnership Agreement"). William J.
Gammie is the sole general partner of the Partnership. Each of
the other Shareholders is a kited partner of the Partnership.
Agreement
To effectuate the ob;ectives described in Recitals B and
C above, the parties agree as follows:
1. It is the intent of the parties that the Cor-
poration is liquidated and dissolved and that its properties be
distributed to the shareholders in accordance with Code Section
333. It is the further intent of the Shareholders that the prop-
erties be transferred to the Partnership so that the business of
the Corporation can be :^mbined with that Partnership and that
the Partnership assume .W1 of the obligations of the Corpora-
tion. The actions set north below will accomplish the intended
result b t at a savings of time and expense. Accordingly, the
parties nave elected to effect their intent by the actions
described in paragraph 2.
SLJ000321A
-1-
217
2. The following events shall be deemed to occur
simultaneously and shall be performed prior to January 1, 1987:
(a) The Shareholders each shall duly endorse
and deliver their Voting Trust Certificates to the Partnership as
an additional contribution to the capital of the Partnership.
(b) The Partnership and the Trustee shall
declare the Voting Trust Agreement to be terminated and of no
further force and effect. The Voting Trust thereby created shall
be dissolved and the Partnership then shall be entitled to the
shares of the Corporation then held by the Voting Trust.
(c) As evidenced by delivery of the convey-
ance documents included as Exhibits hereto, the property of the
Corporation shall be distributed to the Partnership in complete
liquidation of the Corporation, the Partnership, by receipt of
that property and without any further action, shall assume all of
the obligations of the Corporation and surrender its entire
right, title and interest in and to the shares of the Corporation
and the certificate or certificates representing those shares
shall be deemed cancelled.
3. The parties agree that the transactions provided
for above shall result only in an increase in their respective
Partnership capital accounts (as those accounts are described in
Section 6.5 of the Partnership Agreement)-. None of this Agree-
ment or the transactions provided for in this Agreement shall
result in an amendment to the Partnership Agreement.
4. The parties agree to cooperate and to execute and
deliver such other documents or instruments as reasonably may be
necessary to give effect to this Agreement.
DATED this
SLJ000321A
day of December, 1986.
RICHEY & GILBERT COMPANY
William J. Gammifii-ratoting Trutt-ee
under Voting Trust Agreement dated
April 16, 1985
-2-
. Plath
Marley Orchards Partnership, a
Washingtgn Limited Partners,'p
By
William J. Gamma, -neral Partner
SLJ000321A -3-
STATEMENT OF INTENT TO DISSOLVE
BY WRITTEN CONSENT OF SHAREHOLDERS
OF
RICHEY & GILBERT COMPANY
FILED
JAN 0 6 1987
SECREIAR! OF STATE
STATE OF AASMINGTON
Pursuant to the provisions of RCW 23A.28.020 the under-
signed corporation submits the following Statement of Intent to
Dissolve the corporation by written consent of its sole share-
holder:
1. The name of the corporation is RICHEY & GILBERT
COMPANY.
2. The names and respective addresses of its officers
are:
William J. Gammie President P.O. Box 2771
Yakima, Washington 98907
William C. Rich Vice President P.O. Box 2771
Yakima, Washington 98907
Jay Sentz
Secretary P.O. Box 2771
Yakima, Washington 98907
3. The names and respective addresses of its sole
director is:
William J. Gammie P.O. Box 2771
Yakima, Washington 98907
4. The attached written consent to dissolution of the
corporation has been signed by the sole shareholder of the corpo-
ration this day.
DATED: December ze , 1986.
RICHEY & GILBERT COM:PAN
By
Wlliam J. G- i�� President
215
STATE if `W4SSHINGTON SECRETARY iTr STATE
I, Ralph Munro, Secretary of Sta.
hereby certify that
a
the Stagy Washington and custodian of its seal,
STATEMEr\". OF INTENT TO DISSOLVE
of
RICHEY & GILBERT CC ?ANY
Washington Profit
was/were filed for record in this office on the date indicated below
Corporation Number. 2-108574-1
'864
'414-c2q
SSF 86
corporation,
Date: Janua:, b, 1987
Given under my hand and the seal of the State
of Washington, at Olympia, the Stat€ Capitol
QPIlq?"1014)
Ralph Munro, Secretary of State
4
ARTICLES OF DISSOLUTION
OF
RICHEY & GILBERT COMPANY
FILED
JAN 0 6 1987
SECRETARY OF STATE
STATE OF WASHINGTON
Pursuant to the provisions of RCW 23A.28.110 the under-
signed corporation adopts the following Articles of Dissolution:
1. The name of the corporation is RICHEY & GILBERT
COMPANY.
2. A Statement of Intent to Dissolve the corporation
has been filed by the Secretary of State for the State of
Washington on-__ JANuARR- 6, `1987. pursuant to RCW 23A. 28.040 .
3. All debts, obligations and liabilities of the
corporation have been paid, discharged, or adequately provided
for.
4. All remaining assets of the corporation have been
distributed to its sole shareholder.
5. Adequate provisions have been made for the satis-
faction of any judgment, order or decree in any suit which may be
pending against the corporation.
DATED: December zc , 1986.
RICHEY & GILB RT COMPANY
By
Wi liam J. Ga ie, resident
AGENDA STATEMENT (Page 2)
Item No.
Meeting of May 14, 1991
SUMMARY EXPLANATION: (Continued
Staff researched the deed and title information of Gilbert Park in
order to determine if Council had the authority to approve the
request of Allied Arts Council. City Legal Department identified
a reversionary clause within the deed of Gilbert Park which pre-
vents expansion of the parking lot to serve the expansion of the
Allied Art building. However, the owner of the reversionary
interest is willing to accommodate the project.
The attached resolution grants the Allied Arts Council the right
to expand the existing City -owned parking lot upon certain condi-
tions. They include:
* Lifting the deed restrictions
* No expense to the City
* Approval of the City Engineer
* Promise by Allied to maintain and operate a public
auditorium and gallery
The legal reason for the '.onexclusive license is two -fold. Under
YMC 15.06.050, Allied Arts may satisfy its requirement for parking
because of expansion by ot-taining parking through agreement with
neighboring property owners. To avid the prohibition against the
City giving a gift (parking) to Allied Arts, the resolution con-
tains a condition requiring Allied to operate a public auditorium
and gallery. This constitutes valid consideration because the
City could perform the same function but it choses to assist
Allied.
(state/glbrtr-k.jv)
STATE of WASHING'TON SECRETARY of STATE
I, Ralph Munro, Secretary of State of the State of Washington and custodian of its seal,
hereby certify that
a
ARTICLES OF DISSOLUTION
of
RICHEY & GILBERT COMPANY
Washington Profit
was/were filed for record in this office on the date indicated below.
corporation,
Corporation Number: 2-108574-1 Date: January 6, 1987
1864
226-152
SSF 86
Given under my hand and the seal of the State
of Washington, at Olympia, the State Capitol.
Ralph Munro, Secretary of State