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HomeMy WebLinkAboutR-1994-049 Armory Site• • • RESOLUTION NO. R-94- 49 A RESOLUTION authorizing and directing the City Manager and City Clerk of the City of Yakima to execute an Addendum to Memorandum of Intent with the Washington State Military Department and a Lease for property at 202 South 3rd Street in Yakima, Washington. WHEREAS, on December 14, 1993, the City Council authorized the execution of a Memorandum of Intent with the Washington State Military Department which contemplated the 99 year lease of the Armory site to the City of Yakima for the Police Station/Legal Center; and WHEREAS, it is desirable to clarify the previously executed Memorandum of Intent to provide that the City will conduct the environmental audit process and be reimbursed by the Washington State Military Department, now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk of the City of Yakima are hereby authorized and directed to execute the attached Addendum to Memorandum of Intent and Lease with the Washington State Military Department. ADOPTED BY THE CITY COUNCIL this 26th day of April , 1994 ATTEST Mayor City Clerk (1s)res/land purchase rp toT sue'c io )(CtSE 1 "' LEASE THIS LEASE is made this rday of W1/4-0- , 1994, between the WASHINGTON MILITARY DEPARTMENT, an agency of the State 6f Washington, hereinafter referred to as LANDLORD, and the CITY OF YAKIMA, a Washington municipal corporation, hereinafter referred to as TENANT, on the following terms and conditions: 1. PROPERTY LEASED: LANDLORD hereby leases to TENANT the following -described real property owned by LANDLORD and located at 202 South Third Street within the City of Yakima, Yakima County, Washington, to -wit: Lots 1 through 6 inclusive, Block 53, Town of North Yakima, now Yakima, Washington, according to the official plat thereof recorded in Volume "A" of Plats, Page 10, and re-recorded in Volume "E" of Plats, Page 1, records of Yakima County, Washington. Situated in Yakima County, State of Washington. 2. TERM: The term of this Lease shall be for a period of ninety-nine (99) years, commencing May 27 1994 and terminating May 26 , 2093, at midnight. 3. RENT: TENANT agrees to pay One Dollar ($1.00) to LANDLORD as rent for the entire ninety-nine (99) year lease term. As additional consideration for this Lease, TENANT agrees to perform the promises set forth in the Memorandum of Intent dated December 31, 1993 which is attached hereto as Exhibit A. TENANT shall be responsible for any and all utilities, taxes, and assessments associated with the leased property. 4. USE OF PREMISES: The leased property shall be used by TENANT for municipal government purposes. 5. ASSIGNMENT - SUBLETTING: TENANT shall have the right to assign or sublease the leased property but only after receiving the LANDLORD'S prior written consent. 6. INDEMNIFICATION OF TENANT: LANDLORD shall protect, defend, indemnify, and hold TENANT harmless from and against any and all claims, demands, damages, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and costs and expenses (including attorney's fees and disbursements), which accrue to or are incurred by TENANT and arise directly or indirectly from or out of, relate to, or in any way connected with (1) any activities on the leased property during LANDLORD'S possession or use of the property which directly or indirectly resulted in the property or any other property becoming contaminated with hazardous substances or wastes and (2) the presence, discovery, or cleanup of any hazardous substances released or existing on or under the leased property at any time during LANDLORD'S possession or use of the property. When used in this Lease Agreement, the term "hazardous substance" shall be defined to mean any substance or material defined or Page 1 of 5 (1s)agr/military dept rp O2 119 designated as hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic, or radioactive substance, or other similar term, by any federal or state environmental statute or regulation presently in effect or that may be promulgated in the future, as such statutes or regulations may be amended from time to time, including, but not limited to, the Federal Resource Conservation Recovery Act of 1976, 42 U.S.C. § 6901 et seq., the Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq., the Federal Toxics Substances Control Act, 15 U.S.C. § 2601 et seq., the Washington Solid Waste Management - Recovery and Recycling Act, RCW Chapter 70.95, and the Washington Model Toxics Control Act, RCW Chapter 70.105D. 7. INTERPRETATION: The paragraph headings used herein are for identification purposes only, and shall not be construed as modifying or limiting the actual language and contents of the paragraphs themselves. 8. ATTORNEY FEES: In the event of any litigation arising out of the Lease, the prevailing party shall be entitled to a reasonable attorney fee, and venue for any claim shall lie in Yakima County, Washington. 9. NOTICES: All notices to be given by the parties are to be in writing and may be either served personally or may be deposited in the United States Mail, postage prepaid, either registered or certified mail, with certificate of mailing obtained, and shall be addressed to the party to receive at the following address or at such other address as the party may from time to time direct in writing: LANDLORD: TENANT: Washington State Military Department Headquarters Camp Murray, WA 98430-5000 City of Yakima Attn: City Manager 129 North 2nd Street Yakima, WA 98901 The effective date of the giving of the notice, or the day from which any time period shall run, shall be the day notice is deposited in the United States Mail, or the date notice is personally served. 10. TENANT'S OPTION TO PURCHASE PROPERTY: In consideration of One Dollar ($1.00) and the mutual promises and covenants herein, TENANT shall have the absolute right, at any time during the term of this Lease, to exercise its option to purchase the leased property, together with all buildings and improvements thereon, and acquire fee simple title thereto either by purchase at a price and on terms mutually acceptable to the LANDLORD and TENANT and in accordance with the laws of the State of Washington, or in exchange for the TENANT deeding a suitable piece of property to the LANDLORD which is acceptable to the LANDLORD in the sole and unrestricted exercise of its discretion in accordance with the Memorandum of Intent attached hereto as Exhibit A. TENANT shall give written notice to LANDLORD of TENANT'S decision to exercise this option to purchase at least six (6) months prior to Page 2 of 5 (ls)agr/military dept rp 1440 2140 the effective date of said purchase. Within said six (6) month period, both LANDLORD and TENANT shall expeditiously enter into good -faith negotiations for the purpose of arriving at the mutually acceptable terms and conditions of said purchase or exchange. Once TENANT has exercised its option to purchase the leased property, LANDLORD shall have the irrevocable obligation to convey the leased property to TENANT in accordance with this Section 10. The conveyance shall be by a duly executed Statutory Warranty Deed vesting fee simple title in TENANT, free of all liens and encumbrances. In the event that LANDLORD and TENANT cannot agree upon the terms and conditions of said purchase of the property by TENANT, then said terms and conditions (including purchase price) shall be determined by arbitration with three arbitrators. One arbitrator shall be selected by the LANDLORD, one arbitrator shall be selected by the TENANT, and one arbitrator shall be selected by the two arbitrators previously selected. The arbitration shall be in accordance with the rules and regulations of the American Arbitration Association, or as otherwise agreed upon between the parties and the arbitrators. The purchase price so determined shall be binding upon the parties, and said purchase price shall not include any value attributed to buildings or improvements constructed on the leased property by TENANT. This provision regarding TENANT'S option to purchase the property shall bind LANDLORD'S assignees, successors in interest, or any other parties who may come into title. 11. CARE OF PROPERTY: It is understood and agreed that TENANT will make certain improvements to the property including the construction of buildings, and any such improvements or buildings made to the leased property may be altered, removed, demolished, or rebuilt by the TENANT at any time during the lease term at the sole and unrestricted discretion of the TENANT. All buildings and improvements constructed by TENANT on the leased property shall at all times be owned solely by TENANT, and LANDLORD shall have no title to or interest in such buildings and improvements. The value of said buildings and improvements shall not be included in the purchase price established pursuant to Section 10 above relating to TENANT'S Option to Purchase. TENANT further warrants and agrees that it will not commit any waste on the leased property nor damage same, nor permit waste or damage by others. 12. COVENANT OF QUIET ENJOYMENT: The LANDLORD covenants and agrees with TENANT that so long as the TENANT keeps and performs all the covenants and conditions agreed upon by the TENANT, the TENANT shall have quiet and undisturbed and continued possession of the premises, free from any claims against the LANDLORD and all persons claiming by, under, or through the LANDLORD. LANDLORD further covenants and warrants to TENANT that LANDLORD owns unrestricted fee simple title to the leased property, free and clear of all mortgages, liens, and encumbrances. 13. TERMINATION: This Lease shall not be terminated for any reason during the Lease term, except only upon the mutual agreement of both the LANDLORD and the TENANT. If this lease terminates and TENANT fails to exercise its Option to Purchase the Property in accordance with Section 10 above, then all buildings and improvements shall revert to and shall be deeded by the TENANT to the LANDLORD. Page 3 of 5 (1s)agr/military dept rp 440 2141 14. MODIFICATION: This is the complete agreement of the parties and there are not other written or oral agreements that would modify the terms hereof. This agreement may be modified only in writing signed by both parties hereto. 15. ENVIRONMENTAL BASELINE: The parties agree that the known condition of the property is as described in the Phase I Environmental Site Assessment prepared by Huntingdon Chen -Northern, Inc. dated May 6 , 1994. TENANT: CITY OF YAKIMA By: CCS--'° �\ R. A. Zais, Jr., City Manager LANDLO WASH DEPA ATTEST: AP ,a ,� P VED AS TO LEGAL FORM: ? 2 i —'L4�.t. �°--.-:.4c1,(-, City Clerk Assistant Attorney General Resolution No. R-94-49/Contract No 94-29 STATE OF WASHINGTON County of :ss. This is to certify that on this day personally appeared before me R. A. ZAIS, JR., to me known to be the CITY MANAGER of the CITY OF YAKIMA and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free 'and voluntary act and deed, for the uses and purposes therein mentioned. .GIVEN UNDER my hand and official seal this:. /qday of /71/Z, 1994. ,Y STATE OF WASHINGTON ) :ss. County of Pierce r;' V;" ? 777' NOTARY PUBLIC in ndior the State of Washington, residing at !/%/. My commission expires: I certify that I know or have satisfactory evidence that GreoI' P. Barlow is the person who appeared before me, and said person acknowledged that he signed this Page 4 of 5 (1s)agr/military dept rp v—oi.1440'2142 instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Adjutant General of the WASHINGTON STATE MILITARY DEPARTMENT, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. GIVEN UNDER my hand and official seal this 16 day of May , 1994. Page 5 of 5 (1s)agr/military dept rp NOTARYJBLIC in and for the State of Washington, residing at Tacoma My commission expires: March 15, 1.998 VOL 2° MEMORANDUM OF INTENT BETWEEN MILITARY DEPARTMENT, STATE OF WASHINGTON CAMP MURRAY, TACOMA, WASHINGTON AND THE CITY OF YAKIMA, WASHINGTON Whereas, the City of Yakima, hereafter referred to as the City, has need of the Military Department property located a 202 South Third Street, Yakima, Washington for construction of a Police Station/Legal Center or other use as deemed appropriate by the City; and Whereas, the Military Department, State of Washington, hereafter referred to as the Department, has need of at least five acres of suitable land in the greater Yakima area on which to construct a new armory and carry on other military operations; and Whereas, the City and the Department desire to memorialize their intent to enter into the following described property transaction, subject to execution of a formal written agreement, concurrence of the appropriate legislative bodies and appropriation of required funding by City, State and Federal legislative bodies; Now, therefore, the City and the Department agree to the following: a. The Department intends to offer their property at 202 South Third Street for lease to the City for a period of 99 years in consideration for one dollar and the City's performance of the promises set forth herein. The Department will certify that said property is environmentally suitable for intended use by the City and will assume all costs necessary to meet the certification, including, but not limited to, satisfactory cornpletion of the Phase Two Environmental Assessment prior to the time of lease and contract award for the City's Police Station/Legal Center Project. The Department will satisfy all historic preservation requirements and assume ail related costs. The lease agreement will include an option for the City to acquire fee title to said property either by purchase at a price and on terms mutually acceptable to the Parties, or in exchange for the City deeding a suitable piece of property to the Department which is acceptable to the Department in the sole and unrestricted exercise of its discretion. b. The Department will pursue funding to cover the cost of demolition and removal of debris from the aforementioned property in the 1994 legislative session and subsequent sessions as required until funding is secured. If the City selects the site which includes said Department property for construction of their Police Station/Legal Center, the City may (bear the initial cost for demolition with the understanding, commernorated in a separately negotiated agreement, that the Department will subsequently pursue legislative funding to reimburse the City for those costs. EXHIBIT SWI 4402144 c. The City intends to lease to the Department a parcel of land acceptable to the Department containing not Tess than five (5) acres within the greater Yakima area for a period of 99 years in consideration for one dollar and the Department's performance of the promises set forth herein. This site must be environmentally suitable for intended use by the Department and meet Washington National) Guard and National Guard Bureau construction criteria. Construction of an armory at said site must be socially acceptable to the neighborhood and public. Aso, the City will assist the Department's efforts to secure; (1) State legislative funding for demolition of the old armory and the state's portion of funding for construction of a. new armory and all necessary utilities and; (2) Congressional funding for the Federal portion of the new armory construction. The lease agreement will include an option for the Department to acquire fee title to said property either by purchase at a price and on terms mutually acceptable to the Parties or in exchange for the Department deeding the property at 202 South Third Street, Yakima, Washington, to the City. This Memorandum of Intent becomes effective when signed by both the City and the Department. THE SIGNATORIES AGREE TO THE FOREGOING: FOR THE CITY OF YAKIMA FOR THE MILITARY DEPARTMENT 'This/ 7 `¢a' Day of December, 1993 This _ Day of December, 1993 Richard A. Zais, City Manager Attest: Karen S. Roberts City Clem; ,< c7.31")/ / �L Gregory p !WI ow Major G -1, WAARNG The Adjut. t General Certified to be a true and correct copy of the oricinal filed in my office ',// t/ Ci 471 B ._� l CL 4 .. 9 2145 04/21-.R4 16:43 WASHINGTON NATIONAL GUARD 0e2 ADDENDUM MEMORANDUM OF INTENT BETWEEN THE MILITARY DEPARTMENT, STATE OF WASHINGTON AND THE CITY OF YAKIMA, WASHINGTON Whereas, the parties to the Memorandum of Intent signed by the City of Yakima on December 17, 1993, and the Washington Military Department on December 31, 1993, desire to further clarify the basic agreement by adding certain amplifying language; Now, therefore, in consideration of the mutual promises of the parties and other good and valuable consideration, the City and the Department agree the following additional paragraphs shall be incorporated into the original Memorandum of Intent: d. Legislative funding to be sought by the Department under section (b) will not exceed $250,000, and will be used for the following purposes: (1) Demolition of the Armory structure. (2) Completion of Historic American Building Survey (IIABS) requirements. (3) Site restoration, (4) If further environmental cleanup is required under applicable federal or state law or regulations, the Military Department shall be responsible for the cost of such cleanup. The parties agree that the City of Yakima shall oversee and coordinate the preparation of a Phase 1 Environmental Assessment for the Armory property through the use of a private environmental consultant. The Military Department shall reimburse the City up to Five Thousand Dollars ($5,000.00) for contract costs incurred for said Environmental Assessment. A Phase II Pnviranmental Assessment will be accomplished only if the parties agree that the results and recommendations contained in the Phase 1 Assessment reasonably support the need for a Phase II Environmental Assessment. The Military Department acknowledges its responsibilities as a prior responsible party and pledges full commitment to secure state funding to pay for any and all Phase. II Assessments and subsequent environmental cleanup costs as required by applicable federal or state laws or regulations. e. if the City initially assumes the cost of demolition, IIABS requirements, and site restoration, the Department's obligation to repay shall be contingent on legislative appropriation of said funds. The Department Page 1 of 2 tle�nc�r /myee� of intar.t rp 1;oG1440 2146 WP1Jnn 1 11L7 I UI Y I11-11 1 UI VHL LIUHML VJU j will make every reasonable effort to secure the appropriation of said funds. Except as amended herein, the provisions of the Original Memorandum of Intent remain in full force and effect. This addendum becomes effective when signed by both the City and the Department. THE SIGNATORIES AGREE TO THE FOREGOING: FOR THE CITY OF YAKIMA FOR THE MILITARY DEPARTMENT 3" this day of '° , 1994. this,22 day of / ii , 1994. Richard A. Zais, Jr. City Manager Page 2 of 2 f lc Iagr /:RCTP •,. )r:1 pM Yr, DOL Gregory P. r1ow Major Ge al, WAARNG 1QL 1440 2147 CITY CLERK CITY OF YAKIMA 29 NORTH SECOND STREET 9,S907 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 8 For Meeting Of 4/26/94 ITEM TITLE: Legislation pertaining to the acquisition and lease of land for the Police Station/Legal Center Project. SUBMITTED BY: Pleas Green, Chief of Police and Raymond L. Paolella, City Attorney CONTACT PERSON/TET.FPHONE: Raymond L. Paolella/575-6030 SUMMARY EXPLANATION: On December 14, 1993, the City Council authorized the execution of a Memorandum of Intent with the Washington State Military Department to lease and/or purchase property at 202 South 3rd Street. That Memorandum of Intent contemplated a 99 year lease of the Armory property from the Washington Military Department upon satisfactory completion of the environmental audit process. Attached to this Agenda Statement is an Addendum to the previously executed Memorandum of Intent to clarify that the City of Yakima will undertake the environmental audit process for the Armory site based upon an arrangement whereby the City will be reimbursed for this expense by the Washington Military Department from future appropriated funds. Also attached is the Lease Agreement for the Armory property that has been negotiated between the City and the Washington Military Department. Resolution X Ordinance Contract Other(Specify) Funding Source APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Adopt resolution. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution No. R-94-49 (1s)agenda/land purchase rp MEMORANDUM OF INTENT BETWEEN MILITARY DEPARTMENT, STATE OF WASHINGTON CAMP MURRAY, TACOMA, WASHINGTON AND THE CITY OF YAKIMA, WASHINGTON Whereas, the City of Yakima, hereafter referred to as the City, has need of the Military Department property located a 202 South Third Street, Yakima, Washington for construction of a Police Station/Legal Center or other use as deemed appropriate by the City; and Whereas, the Military Department, State of Washington, hereafter referred to as the Department, has need of at least five acres of suitable land in the greater Yakima area on which to construct a new armory and carry on other military operations; and Whereas, the City and the Department desire to memorialize their intent to enter into the following described property transaction, subject to execution of a formal written agreement, concurrence of the appropriate legislative bodies and appropriation of required funding by City, State and Federal legislative bodies; Now, therefore, the City and the Department agree to the following: a. The Department intends to offer their property at 202 South Third Street for lease to the City for a period of 99 years in consideration for one dollar and the City's performance of the promises set forth herein. The Department will certify that said property is environmentally suitable for intended use by the City and will assume all costs necessary to meet the certification, including, but not limited to, satisfactory completion of the Phase Two Environmental Assessment prior to the time of lease and contract award for the City's Police Station/Legal Center Project. The Department will satisfy all historic preservation requirements and assume all related costs. The lease agreement will include an option for the City to acquire fee title to said property either by purchase at a price and on terms mutually acceptable to the Parties, or in exchange for the City deeding a suitable piece of property to the Department which is acceptable to the Department in the sole and unrestricted exercise of its discretion. b. The Department will pursue funding to cover the cost of demolition and removal of debris from the aforementioned property in the 1994 legislative session and subsequent sessions as required until funding is secured. If the City selects the site which includes said Department property for construction of their Police Station/Legal Center, the City may bear the initial cost for demolition with the understanding, commemorated in a separately negotiated agreement, that the Department will subsequently pursue legislative funding to reimburse the City for those costs. c. The City intends to lease to the Department a parcel of land acceptable to the Department containing not less than five (5) acres within the greater Yakima area for a period of 99 years in consideration for one dollar and the Department's performance of the promises set forth herein. This site must be environmentally suitable for intended use by the Department and meet Washington National Guard and National Guard Bureau construction criteria. Construction of an armory at said site must be socially acceptable to the neighborhood and public. Also, the City will assist the Department's efforts to secure; (1) State legislative funding for demolition of the old armory and the state's portion of funding for construction of a new armory and all necessary utilitiesand; (2) Congressional funding for the Federal portion of the new armory, construction. The lease agreement will include an option for the Department to acquire fee title to said property either by purchase at a price and on terms mutually acceptable to the Parties or in exchange for the Department deeding the property at 202 South Third Street, Yakima, Washington, to the City. This Memorandum of Intent becomes effective when signed by both the City and the Department. THE SIGNATORIES AGREE TO THE FOREGOING: FOR THE CITY OF YAKIMA This 1 7 `14'`" Day of December, 1993 Richard A. Zais, 3rr. City Manager Attest: Karen S. Roberts City Clerk FOR THE MILITARY DEPARTMENT This / -\)Day of December, 1993 Gregory PP 'ow Major Ge e al, WAARNG The Adjut t General RESOLUTION NO. R-93- 131 A RESOLUTION authorizing and directing the City Manager and City Clerk of the City of Yakima to execute a Memorandum of Intent with the Washington State Military Department to lease property at 202 South 3rd Street in Yakima, Washington. WHEREAS, on November 16, 1993, the City Council decided that the Yakima Police Station/Legal Center should be constructed on the Wikstrom block bordered by Walnut, South 3rd Street, Spruce Street, and South 2nd Street; and WHEREAS, on November 16, 1993, the City Council by motion directed staff to acquire the Wikstrom block, together with additional property in the vicinity for the Yakima Police Station/Legal Center Project; and WHEREAS, one of the properties necessary for this project is the Military Department property located at 202 South 3rd Street; and WHEREAS, the State of Washington Military Department has agreed to lease this property to the City for a 99 year period in consideration for S1.00 and the lease of a parcel of land in the Yakima area for a new armory, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The Yakima City Manager and City Clerk are hereby authorized and directed to execute the attached and incorporated "Memorandum of Intent Between Military Department, State of Washington Camp Murray, Tacoma, Washington and the Cit) of Yakima, Washington." The City Manager is hereby authorized and directed to take all necessary steps to proceed with the lease and eventual purchase of this Military Department property and with the implementation of the terms and conditions set forth in the attached Memorandum of Intent. ADOPTED BY THE CITY COUNCIL this 14th day of December , 1993. ATTEST: City Clerk __ res _ ic1 cntr.rp Mayor