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HomeMy WebLinkAboutD.A. Arthur and YCDA - Sublease Agreement°. � T SUBLEASE THIS SUBLEASE AGREEMENT (the ^Loaso`) immade and entered into this day of Oci6ber 2022(the l,hvand between D. A. ' _��-_-___, o Washington corporation ("Sohluudlord"), aodYAKDMA COUNTY DEVELOPMENT ASSOCIATION (YCDA) ("SubtcouoL"). Recitals A. Soblaodlnrdleases the building (the 'lB`)lnoutedat2520W.Waxbiustnu Avenue. Yakima, Washington, 90903,which imcommonly referred to as Yakima County Assessor's Tax Parcel No. \0l335-240O0and situated outhe real property legally described oo uUuobcd Exhibit A (the "Property") from the City of Yakima, a municipality, as set forth in that certain original Rental Agreement dated September 17, 1887 between Albert E. DeAdeyand Iva R. DeAt|ey, d/b/a 82 Co. and the Yakima Air Terminal — McAllister Field, an agency of the City of Yakima and County of Yakima, Washington (the "Airport Board"), as amended by Amendment #1 — Lease Agreement dated February 22, 2001; as further amended by that certain Amendment #2 — Lease Agreement dated September 26, 2002 and as further amended by that certain Amendment #3 — Lease Agreement dated August 23, 2007; and as further amended by that certain Addendum to Amendment #3 of Airport Lease Agreement recorded on October 31, 2013, under Auditor's File No. 7822593 records of Yakima County, Washington (collectively, the "Prime Lease"). And as further amended by that certain Addendum to Amendment #4dated January 4m,2O2J. B. The City of Yakima (the "Prime Landlord") is the successo r-i n-i nte rest to all of the Airport Board's right, title, and interest inand under the Prime Lease. C. 8ublumdlordsucceeded toall rights ofthe original tenant uadisclosed bmthat certain Agreement re Assignment ofLeases and Consent recorded nuOctober 3l,2O/3,under Auditor's File No. 7822594, records of Yakima County, Washington. NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: l. Lease of Premises Bub}audlord hereby leases to Subtenant, and Subtenant hereby leases from 8ublundOord, u portion of the oouio floor of the Building located at 2520 W. Washington Avenue, Yakima, Wasbiugtno, 90003 on the real property (the "Property") oonuuuouly referred to as Yakima County Assessor's Tax Parcel No. 181335-24900 and legally described on attached Exhibit A. The lease will bnthat portion ofthe Building containing approximately 2,l42square feet of rentable space including common area (the ^^Pcccuiuea"). 1 2. Required Delivery Date; Tern ° ;; Commencement Date 2.1 Commencement Date. Sublandlord covenants and agrees to deliver the space to Subtenant on or before December 1, 2022 (the "Commencement Date"). Sublandlord shall not be liable for damages to Subtenant for failure to deliver possession of the Premises to Subtenant, except that the commencement of the Term (defined below) shall be delayed until Sublandlord delivers possession of the Premises to Subtenant (so long as Subtenant is not responsible for such failure or delay). Sublandlord will use all commercially reasonable efforts to deliver possession of the Premises to Subtenant by the Commencement Date of the Term. In the event the Commencement Date has not occurred by February 1, 2023, then Subtenant shall have the right to terminate this Lease upon notice to Sublandlord at any time thereafter prior to Sublandlord's delivery of the space to Subtenant. 2.2 Term. The term of the Lease ("Term") shall be ten (10) years commencing on the Commencement Date and expiring at 5:00 PM local time on December 1, 2032 (the "Expiration Date") unless sooner terminated as provided in Section 2.3. 2.3 Ear 3. Rent Termination O tiorr. None. 3.1 Rent. Subtenant shall pay to Sublandlord, at the address stated in Section 20 below or at such other place as Sublandlord shall designate in writing to Subtenant, annual base rent ("Rent") in the amounts set forth in the schedule below. The term "Lease Year", as used in this Lease, shall mean each and every consecutive twelve (12) month period during the Term of this Lease, with the first such twelve (12) month period commencing on the Commencement Date; provided, however, if the Commencement Date occurs other than on the first day of a calendar month, the first Lease Year shall be that partial month plus the first full twelve (12) months thereafter. If Subtenant is in possession of the Premises for a portion of a month, the Rent shall be prorated for the number of days of Subtenant's possession during that month. The Rent for each Lease Year shall be payable in equal monthly installments, due on the lst day of each calendar month, in advance, in legal tender of the United States of America, without abatement, demand, deduction or offset whatsoever, except as may be expressly provided in this Lease. One full monthly installment of Rent shall be due and payable on the date of execution of this Lease by Subtenant and shall be applied to the first month's Rent, and a like monthly installment of Rent shall be due and payable on or before the 1st day of each calendar month following the Commencement Date during the term. 2 Lease Year Monthly Installment 1 $3,500 2 $3,500 3 $3,603 4 $3,713 5 $3,825 6 $3,939 7 $4,057 8 $4,179 9 $4,305 10 $4,434 3.2 Real Estate Taxes N/A. Sublandlord to pay Rel Estate Taxes. 3.3 Operating Expenses and Common Area Maintenance N/A. Sublandlord to pay landscape, snow removal, and common area maintenance except janitorial expenses for space rented and rest rooms. 3.4 Utilities Sublandlord to pay utilities. 4. Security Deposit On the Effective Date, Subtenant shall pay Sublandlord the amount of $8,000.00 (hereinafter referred to as "Security Deposit") as evidence of good faith on the part of Subtenant in the fulfillment of the terms of this Lease, which shall be held by Sublandlord during the Term of this Lease, or any renewal thereof. Under no circumstances will Subtenant be entitled to any interest on the Security Deposit. The Security Deposit may be used by Sublandlord, at its discretion, to apply to any amount owing to Sublandlord hereunder, or to pay the expenses of repairing any damage to the Premises, except natural wear and tear occurring from normal use of the Premises, and damage by casualty or condemnation, which exists on the day Subtenant vacates the Premises, but this right shall not be construed to limit Sublandlord's right to recover additional sums from Subtenant for damages to the Premises. In addition to any other rights available to Sublandlord hereunder, the Security Deposit may be forfeited if this Lease should be terminated prior to the Expiration Date of the Term, or of any renewal thereof, because of a default by Subtenant. If there are no payments to be made from the Security Deposit as set out in this paragraph, or if there is any balance of the Security Deposit remaining after all payments have been made, the Security Deposit, or such balance thereof remaining, will be refunded to Subtenant within thirty (30) days after fulfillment by Subtenant of all obligations hereunder (including payment of the balance of any year-end reconciliation). In No event shall Subtenant be entitled to apply the Security Deposit to any Rent due hereunder. In the event of an act of 3 bankruptcy by or insolvency of Subtenant, or the appointment of a receiver for Subtenant or a general assignment for the benefit of Subtenant's creditors, then the Security Deposit shall be deemed immediately assigned to Sublandlord. The right to retain the Security Deposit shall be in addition and not alternative to Sublandlord's other remedies under this Lease or as may be provided by law and shall not be affected by summary proceedings or other proceedings to recover possession of the Premises. Upon assignment of the Prime Lease, Sublandlord may transfer or assign the Security Deposit to any new owner of the Premises, and upon such transfer all liability of Sublandlord for the Security Deposit shall terminate. Sublandlord shall be entitled to commingle the Security Deposit with its other funds. 5. Acceptance of Premises Sublandlord shall cause and pay for the following improvements to the space: Install kitchen in front area to include upper and lower cabinets, sink, and dishwasher. Landlord to replace blue carpet in offices with complimentary solid color. Subtenant is responsible for conducting its own inspection of the condition of all accessible utility systems serving the Premises before execution of this Lease. By signing this Lease, Subtenant accepts the Premises, all buildings and improvements thereon, together with all utilities in their current condition. 6. Use of Premises The Premises shall be used for the conduct and operation of an administrative office and related uses including general office purposes, training and other ancillary uses. Subtenant shall not use the Premises for illegal purposes. Sublandlord has advised Subtenant to make its own investigation and determination of zoning and land use requirements, to ensure to its satisfaction the Premises may be used for the purposes intended by Subtenant and such use will be consistent with the present zoning and land use classification of the Premises. Sublandlord has made no representations regarding the zoning or land use of the Premises or the property upon which the Premises are located, or the suitability of the Premises for Subtenant's intended use. Should Subtenant's use of the building require any special permits and/or change of use permit by the City of Yakima or any other governmental agency, it shall be the responsibility of the Subtenant to obtain applicable authorization. 7. Personal Premises Taxes. License and Governmental Charges Subtenant shall be liable for, and shall pay throughout the Term, all license and excise fees and occupation taxes covering Subtenant's business conducted on the Premises, and all taxes on property of Subtenant on the Premises. If any governmental authority under any present or future law effective at any time during the Term shall in any manner levy a tax on rentals under this Lease, or a tax in any form against Sublandlord because of or measured by income derived from the leasing or rental of the Premises, such tax shall be paid by Subtenant, either directly or through Sublandlord, and in the event of Subtenant's failure to pay the same, Sublandlord shall have the same remedies as upon the failure to pay Rent; provided, however, that Subtenant shall not be liable to pay any net income taxes imposed upon Sublandlord. 4 8. Repairs and Maintenance Sublandlord shall be responsible, at its sole cost, for the repair, replacement and maintenance of the foundation, roof, exterior of the building containing the Premises, the perimeter or outside pavement and all structural portions for the Premises, and also for the repair, replacement and maintenance of the heating, ventilation and air-conditioning system serving the Premises. In the event Sublandlord fails to perform any of the repair, replacement and/or maintenance obligations of the Sublandlord under the Lease, and such failure continues for a period of thirty (30) days (or such lesser period as may be reasonable in the event of exigent circumstances) following Sublandlord's receipt of written notice from Subtenant of such failure, Subtenant shall have the right, but not the obligation, to perform such repair, replacement and/or maintenance obligations on Sublandlord's behalf. If Sublandlord fails to reimburse Subtenant for all reasonable, actual costs incurred as a result within ten (10) days of Subtenant's invoice to Sublandlord for the same, Subtenant shall have the right to offset Rent until it recoups the full amount of such costs. Subject to the foregoing, Subtenant shall at all times keep the Premises neat, clean and in a safe and sanitary condition and shall maintain, at its sole cost and expense, necessary interior, non-structural repairs to maintain the Premises in good condition. Subtenant shall also keep and use the Premises at all times in accordance with all applicable statutes, ordinances, regulations, rules, directions and other laws respecting its use, at Subtenant's sole cost and expense. Subtenant agrees that at the expiration or sooner termination of this Lease, Subtenant shall quit and surrender the Premises without notice in a neat and clean condition, reasonable wear and tear and casualty excepted, and shall deliver the keys to the Premises to Sublandlord. Sublandlord shall be responsible for correcting any noncompliance of the Premises with any applicable statutes, ordinances, regulations, rules and directions first enacted after the date of this Lease, or caused by any improvements constructed by Subtenant in the Premises. 9. Alterations and Improvements Subtenant may make alterations, additions and improvement in and to the Premises after obtaining Sublandlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and at Subtenant's sole cost and expense. All work performed shall be done in conformity with plans and specifications approved by Sublandlord, which approval shall not be unreasonably withheld, conditioned or delayed. In the performance of such work, Subtenant shall comply with all laws, ordinances, rules and regulations of any proper public authority, and to hold harmless Sublandlord from damage, loss or expense resulting therefrom. Subtenant shall use licensed, bonded and insured contractors approved by Sublandlord for all such work, which approval may be withheld in Sublandlord's sole discretion. Any alterations or improvements made to, or fixtures installed in, the Premises, which are of a permanent nature shall become a part of the realty and the property of Sublandlord at the termination of the Lease unless otherwise agreed in writing. Removable trade fixtures shall be and shall remain the property of Subtenant. Subtenant agrees to repair all damage caused to the Premises resulting from Subtenant's removal of its property upon termination of this Lease. 5 Sublandlord may, at its potion, elect to require the removal, at the termination of this Lease, at Subtenant's sole risk and expense, of any alterations, improvements or fixtures made or installed without Sublandlord's written consent. Any improvements not so removed shall be removed at Subtenant's expense, provided that Subtenant shall pay for any damage caused by such removal. It is understood and agreed that unless Sublandlord notifies Subtenant in writing at the time of approval of Subtenant's planned improvements that Subtenant is required to remove such improvements; Subtenant shall have no obligation to remove the approved improvements. "Fixtures," or as used herein, shall include all items or improvements which are nailed, screwed, bolted or otherwise attached or affixed to the Premises or which cannot be removed without injury to the Premises, and all items, improvements or additions which are added to or connected in any way with the plumbing, electrical (with exception of articles merely plugged into standard electrical outlets), heating, air conditioning, sprinkler, gas lines, air lines, telephone or intercom or other communication, air tube, dust collection or other building systems or utilities or which constitute a part or portion of the interior finish of Building. "Removable trade fixtures," as used herein, means only those Fixtures owned or leased by Subtenant and which are used in connection with Subtenant's business. 10. Liability Insurance All personal property on the Premises shall be at the sole risk of Subtenant. Sublandlord shall not be liable to Subtenant for any damage caused by other tenants on the Premises. Subtenant shall indemnify, defend and hold harmless Sublandlord, its employees and agents from and against any and all claims for damages suffered or alleged to be suffered on or in the Premises by any person, firm or corporation, caused by Subtenant's acts, omissions or negligence. If applicable, Subtenant shall, at its own expense, before commencing Sublandlord- approved construction on the Premises, maintain proper liability insurance with a reputable company or companies in the minimum limits of $2,000,000.00 per person, $2,000,000.00 per accident occurrence for bodily injuries or death and $2,000,000.00 per accident for property damage, and to indemnify both Sublandlord and Subtenant against any such liability or expense. Sublandlord shall be named as an additional insured on Subtenant's insurance policies required under this Lease. In the event such insurance is canceled, Sublandlord may pay the charges for such policy and Subtenant shall reimburse Sublandlord, on demand, for such costs as additional rent hereunder. Subtenant shall further deliver to Sublandlord a certificate of such insurance showing it to be in effect and providing that it shall not be canceled without at least thirty (3) days prior written notification to Sublandlord. Sublandlord agrees to indemnify, defend and hold harmless Subtenant, its employees and agents from and against any and all claims for damages suffered or alleged to be suffered on or in the Premises by any person, firm or corporation, caused by Sublandlord's acts, omissions or negligence. 11. Premise Ind Casualty nsuranc Sublandlord shall insure the building containing the Premises against fire and other casualty to the extent of the full replacement of the Building(s) and all other improvements on the Premises, with an insurer and in such amounts and with such endorsements as Sublandlord 6 deems commercially reasonable and appropriate. Subtenant shall insure all improvements constructed in the Premises by Subtenant as well as all of Subtenant's personal property located therein, to the extent of the full replacement value of the same. 12. Waiver of Subrogation Sublandlord and Subtenant each herewith and hereby releases and relieves the other and waives its entire right of recovery against the other for loss or damage arising out of or incident to the perils described in standard fire insurance policies and all perils described in the "All Risk Coverage" insurance endorsement approved for use in the State of Washington, which occurs in or about the Premises. 13. Hazardous Substances Subtenant shall not dispose of or otherwise allow the release of any hazardous waste or materials in, on or under the Premises, or any adjacent property. In addition, Subtenant agrees that it shall not store any hazardous waste or materials in or under the Premises, or adjacent property without the prior consent of Sublandlord. Sublandlord agrees that it will not withhold its consent for items that are part of Subtenant's normal operations and which are properly stored on the Premises. As used herein, the term "hazardous waste or materials" includes motor oil and any substance, waste or material defined or designated as hazardous, toxic or dangerous (or any similar term) by any federal, state or local statute, regulation, rule or ordinance now or hereafter in effect. Subtenant shall promptly comply with all statutes, regulations and ordinances, and with all orders, decrees or judgements of governmental authorities or courts having jurisdiction, relating to Subtenant's use, collection, treatment, disposal, storage, control, removal or cleanup of hazardous waste or materials, in, on or under the Premises, at Subtenant's expense. Subtenant shall indemnify, defend and hold harmless Sublandlord and its officers, directors, shareholders, employees and agents, against any and all losses, liabilities, suits, obligations, fines, damages, judgements, penalties, claims, charges, response costs and remediation costs (including, without limitation, attorneys' fees, disbursements and expenses), which may at any time in the future be imposed on, incurred or paid by, or asserted against Sublandlord or any of the indemnified parties by reason of, or in connection with, the acts or omissions of Subtenant, its agents, employees or contractors (collectively, "Subtenant Parties"), resulting from storage, disposal, release, removal, transportation, contamination, seepage, migration or spread of any hazardous waste or materials placed on the Premises by Subtenant, except for any of the foregoing relating to the USTs or the UST Appurtenances (as defined in Exhibit A), all of which shall be and remain the responsibility of Sublandlord except to the extent arising out of the negligence or willful misconduct of Subtenant Parties. To the best of Sublandlord's knowledge, but subject to the provisions of Exhibit ;A, neither the Premises nor the building and improvements thereon contain any hazardous waste or material, including, without limitation, asbestos. Sublandlord agrees to indemnify, defend and hold harmless Subtenant and its officers, directors, shareholders, members, managers, employees and agents, against any and all losses, liabilities, suits, obligations, fines, damages, judgements, penalties, claims, charges, response costs and remediation costs (including, without limitation, 7 attorneys' fees, disbursements and expenses), which may at any time in the future be imposed on, incurred or paid by, or asserted against Subtenant or any of the indemnified parties by reason of, or in connection with, the acts or omissions of Sublandlord, resulting from the USTs or the UST Appurtenances (except to the extent arising out of the negligence or willful misconduct of Subtenant Parties) or from Sublandlord's storage, disposal, release, removal, transportation, contamination, seepage, migration, or spread of any hazardous waste or materials on the Premises during Subtenant's occupancy on the Premises. 14. Liens and Insolvency. Bankruptcy Subtenant shall keep the Premises free from any liens arising out of any work performed, materials furnished to, or obligations incurred by Subtenant and shall hold harmless Sublandlord against the same. If a petition in bankruptcy is filed by Subtenant or if Subtenant is adjudged bankrupt or insolvent by any Court, or if a receiver or trustee in bankruptcy or a receiver of the property of Subtenant is appointed in any suit or proceedings brought by or against Subtenant or if Subtenant makes an assignment for the benefit of creditors or if this Lease shall by operation of law pass to any person other than Subtenant, the same shall constitute a breach of this Lease by Subtenant and Sublandlord may terminate this Lease by fifteen (15) days or more notice to that effect. 15. Assignment. Sublandlord may assign all of its right, title and interest in, to or under this Lease, provided the assignee shall assume all of Sublandlord's obligations hereunder. Subtenant may assign all of its right, title and interest in, to or under this Lease upon the prior written consent of Sublandlord and subject to the provisions of the Prime Lease. This Leash shall not be assignable by operation of law. If sublandlord consents to an assignment or sublease to which consent is required, such consent shall not be a consent to any further or later assignment or sublease and Sublandlord shall not have waived its rights hereunder to approve or condition such further or later assignment or sublease. 16. Inspection and Access Subtenant shall allow Sublandlord or Sublandlord's agent free access at all reasonable times during regular business hours to the Premises for the purpose of inspection, provided Sublandlord shall provide reasonable prior notice (except in the event of an emergency) to Subtenant of Sublandlord's desire to access the Premises and Sublandlord shall be accompanied by a representative of Subtenant during any such inspection of the Premises. Sublandlord shall have the right to place and maintain "For Rent" signs in a conspicuous place on the Premises for one hundred twenty (120) days before the expiration of the Term or Extended Term. 17. Damage or Destruction of Premises; In the event the Premises is damaged to such an extent as to render the same untenantable in whole or in a substantial part thereof, or are completely destroyed and cannot be repaired within one hundred twenty (120) days from the date of such damage or destruction, it shall be the 8 option of the Sublandlord or Subtenant to terminate this Lease. After the happening of any such event, Subtenant shall give Sublandlord or Sublandlord's agent prompt written notice thereof. Sublandlord shall have not more than sixty (60) days after the date of such damage or destruction to notify Subtenant in writing of Sublandlord's intentions to repair or rebuild the Premises, or the part so damaged as aforesaid, or to terminate this Lease, and if Sublandlord elects to repair or rebuild the Premises, Sublandlord shall prosecute the work of such repairing or rebuilding without unnecessary delay, and during such period the Rent shall be abated in the same ratio that portion of the Premises rendered for the time being unfit for occupancy shall bear to the whole of the Premises. Subtenant shall have the right to terminate this Lease in the event that the repair or rebuild is not completed with one hundred fifty (150) days of such damage or destruction. 18. Condemnation In the event thirty percent (30%) or more of the floor area of the Premises is taken or damaged by the right of eminent domain, or purchased by the condemner in lieu thereof, so as to render the remaining Premises economically untenantable, then this Lease shall be automatically terminated as of the time of taking. In the event of a partial taking which does not render the Premises economically untenantable or adversely affect Subtenant's ability to operate its business in an efficient manner as reasonably determined by Subtenant, the Rent and Additional Rent shall be reduced in direct proportion to the leased property taken. Each party shall have the right to pursue their own awards in the event of such condemnation proceedings. 19. Waiver No word, act or omission of either Sublandlord or Subtenant shall be deemed to be a waiver of any default or noncompliance by the other party under the terms of this Lease or of any right of either Sublandlord or Subtenant hereunder or of any notice given by one party fo the other hereunder unless such party so advises the other in writing. The acceptance of rental by Sublandlord for any period or periods after a default or noncompliance by Subtenant hereunder shall not be deemed a waiver of such default. 20. Notices Whenever any notice is to be provided under this Lease, such notice shall be in writing and shall be deemed to have been given when delivered personally or by messenger or upon receipt or refusal of delivery if mailed by registered or certified first class mail, return receipt requested, with postage prepaid, to the other party at the addresses set forth below, or such other addresses as may hereafter be designated in writing by either party. 9 To Sublandlord: To Subtenant: D. A. Arthur Incorporated Attn: Daniel A. Day, President 220 West Yakima Ave Yakima, WA 98902 Telephone: (509) 575-3773 Fax: (509) 575-8879 E-mail: d to @sunl' art Yakima County Development Association (YCDA) Attn: Jonathan Smith, Executive Director 10N9tSt Yakima, WA 98903 Telephone: (509) 575-1140 Fax: E-mail: 21. Signs All signs or symbols placed in the windows or doors of the Premises, or upon any exterior part of the Premises by Subtenant shall comply with all applicable laws, codes, ordinances and the like, and shall be subject to the prior written approval of Sublandlord, which shall not be unreasonably withheld, delayed or conditioned. Any signs to be placed on the interior or exterior of the Premises shall be so placed at Subtenant's sole cost and expense and shall be removed by Subtenant upon the expiration or termination of this Lease. 22. Default and Re-entry Subtenant shall be in default under this Lease if it shall fail to pay Rent or any other sum when due hereunder within ten (10) days after receipt of written notice of such nonpayment, or if the violation of any other covenant or agreement hereunder shall remain uncured after thirty (30) days of written notice of such default or violation from Sublandlord; provided, however, that if the nature of Subtenant's obligation is such that more than thirty (30) days are required for its performance, then Subtenant shall not be deemed in default if it promptly commences such performance and thereafter diligently pursues the same to completion. In the event of such default, Sublandlord may cancel this Lease upon giving the notice required by law, and re-enter the Premises, but notwithstanding such re-entry by Sublandlord, the liability of Subtenant for the rent provided for herein shall not be extinguished for the balance of the Term, and Subtenant covenants and agrees to make good to Sublandlord any deficiency arising from a re-entry and re - letting of the Premises at a lesser rental than herein agreed to. Subtenant shall pay any such deficiency each month as the amount thereof is ascertained by Sublandlord. In addition to the remedies provided herein, Sublandlord shall have all other remedies provided by law. Sublandlord shall be in default under this Lease if Sublandlord fails to perform any of its obligations hereunder within thirty (30) days after receipt of notice from Subtenant specifying Sublandlord's failure to perform; provided, however, that if the nature of Sublandlord's 10 obligation is such that more than thirty (30) days are required for its performance, then Sublandlord shall not be deemed in default if it promptly commences such performance and thereafter diligently pursues the same to completion. Upon any such default by Sublandlord, Subtenant may exercise any of its rights provided in law or at equity. 23. Late Charge If Subtenant fails to pay within ten (10) days of the date when the same is due and payable any rent or other charges, such unpaid amounts shall bear interest at the rate of two percent (2%) over the prime rate of interest charged or published by Bank of America on the first day of each month, commencing the date due to the date of payment. 24. Removal of Premises In the event of any entry in, or taking possession of, the Premises following an event of default by Subtenant beyond applicable notice and cure periods, Sublandlord shall have the right, but not the obligation, to remove from the Premises all personal property located therein. Sublandlord may store the same in any place selected by Sublandlord, including but not limited to a public warehouse, at the expense and risk of the Sublandlord thereof. Sublandlord shall thereafter have the right to sell such stored property, after an additional (10) days' notice to Subtenant, after it has been stored for a period of thirty (30) days or more. The proceeds of such sale shall be applied first to the cost of such sale, second to the payment of the charges for storage, if any, and third to the payment of any other sums of money which may then be due from Subtenant to Sublandlord under any of the terms hereof. The balance, if any, shall be paid to Subtenant. 25. Brokers Sublandlord will pay Heritage Real Estate Group a commission on this transaction, 26. Costs and Attorneys' Fees If by reason of any default by one party of this Lease it becomes necessary for the other party to employ an attorney, the defaulting party shall pay the other party's reasonable attorneys' fees. In case suit be brought concerning the terms of this Lease or to enforce its terms, the prevailing party shall be entitled to its reasonable attorneys' fees. 27. Successors The covenants and agreements of this Lease shall be binding upon the legal representatives, successors and assigns of any or all of the parties hereto. 28. Holdover If Subtenant shall hold over after the expiration of the Term or any extension thereof, such tenancy shall be month -to -month tenancy, which tenancy may be terminated as provided by the laws of the State of Washington. 29. Invalidity of Particular Provision 11 It is the intention of the parties that each term or provision of this Lease be enforceable to the fullest extent permitted by law. If any term or provision of this Lease or the application thereof to any person or circumstance is, to any extent, invalid or unenforceable, the remainder of this Lease and the application of such term or provision to person(s) or circumstance(s) other than those as to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. 30. Prime Lease Subtenant acknowledges and understands the Premises is owned by the City of Yakima and Sublandlord leases the Premises from the City of Yakima pursuant to the Prime Lease. Subtenant further acknowledges and understands that its rights, including the right to use, occupy and possess the Premises, are subject to all the terms and conditions of the Prime Lease, which includes a right of first refusal to purchase the Premises and which may require the City of Yakima to approve this lease. Subtenant has been provided a copy of the Prime Lease and all amendments thereto, and the terms and conditions of the Prime Lease are hereby incorporated by reference. From and after the Commencement Date, Sublandlord agrees to maintain the Prime Lease described above in full force and effect during the term of this Lease, and Subtenant agrees to comply with all terms and conditions of the Prime Lease but only to the extent applicable to Subtenant's use, occupancy and possession of the Premises and not otherwise inconsistent with the terms of this Lease. The terms of this Lease are subject to Sublandlord obtaining the written consent of City of Yakima Airport Terminal — McAllister Field (the "Prime Landlord") to the terms of this Lease, which the undersigned parties will jointly work in good faith to obtain. 31. Applicable Law, Forum and Consent to Jurisdiction Except as herein specifically provided, this Lease shall be governed by and construed according to the laws of the State of Washington. 32. Time Time is of the essence in this Lease and each and all of its provisions in which performance is a factor. 33. Parkin Sublandlord will provide Subtenant with no less than six (6) parking stalls in the location identified on Exhibit B attached hereto. The parking shall be free of charge for the initial Term and Extended Term if applicable. 34. Security System Subtenant will be allowed to install and remove its own security and security systems for the Premises at Subtenant's sole cost and expense, provided upon removal of the security system, the Premises shall be restored to the condition existing immediately prior to the installation of the security system. 12 35. Entire Agreement, Exhibits and Amendment This Lease constitutes the complete agreement between Sublandlord and Subtenant. There are no terms, obligations, covenants or conditions other than those contained herein. The exhibits attached hereto are incorporated herein by this reference as if fully set forth herein. No modification or amendment of this Lease shall be valid and effective unless evidenced by an agreement in writing signed by both Sublandlord and Subtenant. [Remainder of Page Intentionally Left Blank] 13 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first above -written. SUBLANDLORD: D. A. ARTHUR, INCORPORATED, a Washington corporation By: Dam e] A. ay, Presiw; ent STATE OF WASHINGTO ` ) ) ss. COUNTY OF YAKIMA SUBTENANT: YAKIMA COUNTY DEVELOPMENT ASSOCIATION By Jo . than Smith, x titive Director I certify that I know or have satisfactory evidence that DANIEL A. DAY is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the President of D. A. ARTHUR INCORPORATED to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. %1iurrtor Di 1'5( ; No• If''irr OF 111f m STATE OF WASHINGTON 1.OVQ4Vlber 31 2-62Z:2022 COUNTY OF YAKIMA ) ss. ) [PRINT NAME] NOTARY PUBLIC foithe S residing at \laic(VYIPI. My appointment expires: of Washington, I certify that I know or have satisfactory evidence that JONATHAN SMITH is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the Executive Director of YAKIMA COUNTY DEVELOPMENT ASSOCIATION to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: /Uck/e,t,(i,(ys 2. KRIS D DAWSON Notary Public State of Washington Commission # 21028114 My Comm. Expires Jul 15, 2025 , 2022 [PRINT NAME] IL U t ,t- 1 NOTARY PUBLIC for the State of Washington, residing at >a V t k >2 My appointment expires: 14 CITY'S CONSENT TO SUBLETTING ASSIGNMENT Pursuant to the terms and conditions of the September 17, 1987, Airport Rental Agreement, now currently held by the City of Yakima and D.A. Arthur, Inc. due to various transfers of ownership, the City of Yakima hereby provides consent to D.A. Arthur, Inc. to sublease the space listed in the Sublease Agreement to Yakima County Development Association. The City makes no other agreements or assertions, nor consents to any other matters associated with the Airport Rental Agreement or Sublease Agreement, by signing this consent. CITY OF YAKIMA ROBERT HARRISON. a1y Manager Dated: N.'ICA) JCY9, CITY CONTRACT NO: RESOLUTION Na EXHIBIT A All that part of the SE 1/4 of the SE 1/4 of the NW 1/4 of Section 35, Township 13 North, Range 18, EWM, lying Southwesterly of the Southwesterly right-of-way of Washington Avenue; EXCEPT the East 340 feet thereof, AND EXCEPT the South 30 feet for the Road. DESCRIPTION OF LEASED PREMISES The leased premises shall consist of approximately 2,142 square feet, including common area, of space together with related parking facilities to be shared in common with other tenants of the Building. The parties acknowledge that the leased premises may be slightly more or less than the square footage figure stated above, but acknowledge and agree to accept and use the figure as accurate notwithstanding any discrepancies between actual and stated square footage figure. The parties further agree that any discovered discrepancy shall not impact the terms of this Lease. The Building and (6) parking facilities designated for Subtenant's use are outlined on a Site Plan attached hereto as Exhibit B. Any underground storage tanks of any description or use, known or unknown, whether wholly or only partially underground ("USTs") and all pipelines and other property appurtenant to any UST or used in connection therewith, and any substances within a UST or any pipeline or other property appurtenant to the UST or that have escaped or otherwise been released from a UST or any pipeline or other property appurtenant to the UST and their products or derivatives whether located on or off the Premises (collectively, "UST Appurtenances") shall remain the property of Sublandlord. By reason of this Lease or otherwise, Subtenant has not acquired and does not lease any USTs or UST Appurtenances and shall have no responsibility to Sublandlord to discover, investigate, test, maintain, remove, report, abandon, or remediate any USTs or UST Appurtenances. Subtenant shall have no liability or responsibility with respect to the USTs or UST Appurtenances except to the extent caused by the negligence or willful misconduct of Subtenant. In addition to use, occupancy and possession of the Premises, this Lease confers upon Subtenant the nonexclusive (in common with other tenants at the Building) right to use the common areas as Sublandlord may designate. "Common areas" shall include sidewalks, landscaping, storage areas, restrooms, parking facilities and vehicle access designated for the use of the Building and its tenants, as shown on the Site Plan. Sublandlord reserves the right from time to time to establish reasonable rules and regulations related to the usage of the Common Areas. Sublandlord Initials: Subtenant Initials: EXHIBIT A COMMON AREA #1 113 5F DOW AREA +I IO 5.F.--- OTAL >FFCE '00 5F DOW AREA+ +I IO 5.F.-w---f~' GROUND FLOOR PLAN SCALE: 3/32 = MAIN ENTRY MECH, LF.hSE SP \c cc)r1 -M S /\12,� �. EXISTING BUILDING PLAN: ■ 2520 West Washington Avenue Yakima, WA 913902 Yakima Air Terminal / McAllister Field 8503 KAIL DRIVE YAKIMA, WA 98908 T: 509. 961. 7404 RESTROOM OFFICE #1 321 5F OFFICE #2 117 5F PA NO: FILE: DATE: si AS S.F. mossuitrze must 1414 as -built pin r1.dwg 09.24.14 F:509.972.4121 ApOCpITCC A1.2