HomeMy WebLinkAbout2.63 Original ContractACKNOWLEDGMENT COPY
June 22, 2010
Hand Delivered to Addressee
Kent Myers
City Manager
City of Port Angeles
321 East 5 St. PO Box 1150
Port Angeles, WA 98362
Dear Kent:
Pursuant to Section 7. Option to Extend: of the Lease and Management Agreement
between the City of Port Angeles and Heckman Motors, Inc. dated September 7, 2006,
Heckman Motors, Inc. hereby gives notice of its intent to extend the Tenn of this
Agreement for a period of five years beginning September 7, 2011.
Very Truly Yours:
Heckman Motors, Inc.
By:
Re: Lease and Management Agreement with Heckman Motors, Inc.
ack) Heckman — President
HECKMAN MOTORS, INC.
ADMINISTRATIVE OFFICES
111 EAST FRONT STREET
PORT ANGELES, WA 98362
(360) 452 -4774
Original received this day of 2010
4 ( �
RECEIVED
JUN 2 8 2.010
City of Port Angeles
June 22, 2010
Hand Delivered to Addressee
Kent Myers
City Manager
City of Port Angeles
321 East 5 St. PO Box 1150
Port Angeles, WA 98362
Dear Kent:
Pursuant to Section 7. Ontion to Extend• of the Lease and Management Agreement
between the City of Port Angeles and Heckman Motors, Inc. dated September 7, 2006,
Heckman Motors, Inc. hereby gives notice of its intent to extend the Term of this
Agreement for a period of five years beginning September 7, 2011.
Very Truly Yours:
Heckman Motors, Inc.
By:
Re: Lease and Management Agreement with Heckman Motors, Inc.
Jack) Heclann - President
HECKMAN MOTORS, INC.
ADMINISTRATIVE OFFICES
111 EAST FRONT STREET
PORT ANGELES, WA 98362
(360) 452 -4774
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Second Amendment
to
Lease and Management Agreement
dated
September 7, 2006
For and in consideration of the mutual benefits to be derived herefrom the parties recite,
covenant, and agree as follows:
1. The parties entered into a Lease and Management Agreement dated September 7, 2006,
which Agreement is incorporated herein by this reference and may hereafter be referred
to as "the Agreement."
2. The parties entered into a First Amendment to the Agreement on, which Amendment is
incorporated herein by this reference and may hereafter be referred to as "the First
Amendment. "
3. The First Amendment addressed the period from October 22, 2007, through May 31,
2008. At the time the parties executed the First Amendment, both held a good faith belief
that the substantial impairment to Lot 2 would end on or before May 31, 2008. It did not.
Work on the Gateway Project is not yet entirely complete. Due to circumstances beyond
the control of either party, Lot 2 continued to be substantially impaired by construction of
the Gateway Project through January 28, 2009. As provided in paragraph 18 of the
Agreement and paragraph 4 of the First Amendment, the Parties have met and discussed
mitigation to Heckman on account of the impairment caused by temporary construction.
The Parties represent and acknowledge that the terms and provisions of this Amendment
accurately state and represent the agreement of the parties as to the full, complete
mitigation compensation settlement and payment due to Heckman as a result of the
partial impairment of Parcel 2.
4. Paragraph 4(a) of the Agreement and paragraph 3 of the First Amendment are hereby
amended to read as follows:
(a) Heckman shall pay to the City a monthly fee for the license to occupy,
use, and manage Parcel 2 in the amount of Three Thousand Five
Hundred Dollars ($3,500.00) per month; provided, however, while
Parcel 2 is substantially impaired by temporary construction activities,
the entire $3,500 monthly fee due to the City shall be abated. The City
and Heckman acknowledge and agree that Parcel 2 was substantially
impaired by temporary construction activities beginning October 22,
2007; and the impairment of Parcel 2 by temporary construction
activities ceased and the abatement of the monthly fee shall also ceased
on January 28, 2009.
1
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5. Paragraph 4 of the First Amendment is amended to read as follows:
Paragraph 17 of the Agreement is modified to conform to this Amendment,
acknowledging that Parcel 2 was substantially impaired by temporary
construction activities beginning October 22, 2007; and the impairment of
Parcel 2 by temporary construction activities ceased and the abatement of
the monthly fee also ceased on January 28, 2009. For the period when
Parcel 2 was substantially impaired by temporary construction activities, the
entire $3,500 monthly fee due to the City shall be abated.
6. Except as provided above, in all other respects the Agreement and the First Amendment
are hereby confirmed and ratified.
OWNER/LESSOR:
CITY OF PORT ANGELES, a Washington
municipal corporation
By:
Name:
Title:
Ap;r~ed as to form:, h. ~~
1/~ :2 r%L-~'-
William E. Bloor, City Attorney
Attest:
b~~ .1J.pkv._
Becky J. pton, City Clerk
MANAGER/LESSEE:
HECKMAN MOTORS, INe.
~~.
arne: J (Jack) Heckman
1: resident
MANAGER/LESSEE ACKNOWLEDGEMENT
STATE OF WASHINGTON
ss.
COUNTY OF CLALLAM
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I certify that I know or have satisfactory evidence that John Heckman is the person who
appeared before me and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the President of
HECKMAN MOTORS, INC., a Washington Corporation, to be the free and voluntary act and
deed of said party for the uses and purposes mentioned in the instrument.
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OWNER/LESSOR ACKNOWLEDGEMENT
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[Printed Name]
My appointment expires / I - / _ 20 I /
STATE OF WASHINGTON
ss.
COUNTY OF CLALLAM
I certify that I know or have satisfactory evidence that Kent Myers is the person who
appeared before me and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the City Manager of the
City of Port Angeles, a Washington Corporation, to be the free and voluntary act and deed of
said party for the uses and purposes mentioned in the instrument.
Dated: June~, 2009.
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WAS H I N G TON, U. S. A.
Legal Department
June 18, 2009
Greg Richardson, Esq.
Law Office of Greg Richardson
PO Box 2029
Port Angeles, W A 98362-0272
Re: Second Amendment to Lease and Management Agreement
Dear Greg:
Enclosed please find one fully conformed original of the Second Amendment to Lease and
Management Agreement dated September 7,2006.
Thank you for your assistance in this matter.
Very truly yours,
B&Q-13~/~
William E. Bloor,
City Attorney
wbloor@cityofpa.us
Enclosure
cc: Becky J. Upton, City Clerk
WEB:dl
G:ILEGAL ILETfERSILETTERS.2009\Heckman-Lease&Mgmt Agmt. 061809 .Richardson. wpd
Phone: 360-417-4530 / Fax: 360-417-4529
Website: www.cityofpa.us / Email: attorney@cityofpa.us
321 East Fifth Street - P.O. Box 1150/ Port Angeles, WA 98362-0217
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First Amendment
to
Lease and Management Agreement
dated
September 7, 2006
For and in consideration of the mutual benefits to be derived herefrom the parties recite,
covenant, and agree as follows:
1. The parties entered into a Lease and Management Agreement dated September 7, 2006,
which Agreement is incorporated herein by this reference and may hereafter be referred
to as "the Agreement."
2. The parties acknowledge that the Gateway Project is currently under construction. As a
temporary measure during a portion of the construction, Heckman's use of a portion of
Lot 2 will be substantially impaired. The parties recognize and acknowledge that this
impairment will commence on October 22, 2007 and is expected to continue through the
end of May, 2008. As provided in paragraph 18 of the Lease and Management
Agreement, the Parties have met and discussed mitigation to Heckman on account of the
impairment caused by temporary construction. The Parties represent and acknowledge
that the terms and provisions of this Amendment accurately state and represent the
agreement of the parties as to the full, complete mitigation compensation settlement and
payment due to Heckman as a result of the partial impairment of Parcel 2 due to the
temporary construction activities for the period from October 22, 2007, through the end
of May, 2008.
3. Paragraph 4(a) of the Agreement is hereby amended in its entirety to read as follows:
(a) Heckman shall pay to the City a monthly fee for the license to occupy,
use, and manage Parcel 2 in the amount of Three Thousand Five
Hundred Dollars ($3,500.00) per month; provided, however, while
Parcel 2 is substantially impaired by temporary construction activities,
the entire $3,500 monthly fee due to the City shall be abated. The City
and Heckman acknowledge and agree that Parcel 2 is substantially
impaired by temporary construction activities beginning October 22,
2007; and unless the Parties agree in writing to a different date, the
impairment of Parcel 2 by temporary construction activities shall be
deemed to cease and the abatement of the monthly fee shall also cease
on May 31, 2008.
4. Paragraph 17 of the Agreement, Adjustment of Rent and Fees, is modified to conform to
this Amendment, acknowledging that Parcel 2 is substantially impaired by temporary
construction activities beginning October 22, 2007; and unless the Parties agree in
writing to a different date, the impairment of Parcel 2 by temporary construction
activities shall be deemed to cease and the abatement of the monthly fee shall also cease
1
on May 31, 2008. While Parcel 2 is substantially impaired by temporary construction
activities, the entire $3,500 monthly fee due to the City shall be abated. Either party may
request further adjustment within 30 days of Gateway project completion.
5. Except as provided above, in all other respects the Agreement is hereby confirmed and
ratified.
OWNER/LESSOR:
CITY OF PORT ANGELES, a Washington
municipal corporation
By: I~~J ~
Name: Gary Braun
Title: Mayor
Ap~roled as to form: /
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William E. Bloor, City Attorney
Attest:
AorJP,fit "UWA
Becky 1. Upto , Ci y Clerk 7 -
MANAGER/LESSEE:
HECKMAN MOTORS, INC.
~fL~~~
~ame: Jo (Jack) Heckman
TiTIe:--P~sident
MANAGER/LESSEE ACKNOWLEDGEMENT
STATE OF WASHINGTON
ss.
COUNTY OF CLALLAM
I certify that I know or have satisfactory evidence that John Heckman is the person who
appeared before me and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the President of
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HECKMAN MOTORS, INC., a Washington Corporation, to be the free and voluntary act and
deed of said party for the uses and purposes mentioned in the instrument.
Dated:
December ! I.,,~ 7,007.
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[Printed Name]
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STATE OF WASHINGTON
ss.
COUNTY OF CLALLAM
I certify that I know or have satisfactory evidence that Gary Braun' is the person who
appeared before me and said person acknowledged that. he signed this instrument, on oath stated
thal he was authorized to execute the instrument and acknowledged it as the Mayor of the City
of Port Angeles, a Washington Corporation, to be the free and voluntary act and deed of said
party for the uses and purposes mentioned in the instrument.
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FILED FOR RECORD i\ r Td[ REUUESr
Fi18'd at the request of:
City of Port Angeles
P.O. Box 1150
Port Angeles, WA 98362
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2u06 SEP - 8 Pr~ ?: 53
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2006 1187411
Clallam
County
LEASE AND MANAGEMENT AGREEMENT
Between
CITY OF PORT ANGELES,
a Washington municipal corporation,
as Owner/Lessor
and
HECKMAN MOTORS, INC.
a Washington corporation
as Manager/Lessee
TABLE OF CONTENTS
Page
1. The Real Property.............................................................................................................. 1
2. Lease and Management...................................................................................................... 2
3. Rent......................................................................................................................... ............ 2
4. License Fees and Option on Restaurant building ..............................................................2
5. Term......................................................................................................................... ........... 2
6. Effective Date .................................................................................................................... 2
7. Options to Extend .............................................................................................................. 3
8. Operating Expenses, Taxes and Capital Expenditures .......................................................3
9. Compliance with Legal Requirements and Agreements..................................................... 3
1 O. Use of the Real Property............................................................................................. ........ 4
11. Uses Prohibited .................................................................................................................. 4
12. Covenant Against Liens ......................................................................................... ............ 4
13 . No Warranties; Inspection by Heckman ................. .................................................... ....... 4
14. Termination ........................................................................................................................ 4
15. Maintenance and Repair ....................................................... .............................................. 5
16. Operation and Management .... .................. .................................... .... .................................. 5
17. Adiustment of Rent and Fees ............................................................................................. 6
18. Reservation of Construction Mitigation Issues................................................................... 6
19. Indemnification/Hold Harmless.......................................................................................... 6
20. Insurance............................................................................................................................. 7
21. Indemnification and Waivers.................................................................................... .... ...... 8
22. No Assignment......................................................................................................... .... ....... 8
23. Destruction.......................................................................................................................... 8
24. Default and Remedies .... ................................................................................................... 10
25. Hazardous Substances....................................................................................................... 11
26. Bankruptcy........................................................................................................................ 12
27. Quiet Enioyment ............................................................................................................... 12
28. Identity of Parties ............................................................................................................. 12
29. Notices.............................................................................................................................. 12
30. No Brokerage Commission............................................................................................... 12
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31. Attorneys ' Fees............................................. ..................... .................................... ........... 13
3 2. Nondiscrimination............................................................................................................. 13
33. Miscellaneous Provisions.................................................................................................. 13
Exhibits
Exhibit A
Exhibit B
Legal Description
Site Map
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LEASE AND MANAGEMENT
AGREEMENT
L '^~ _ This Lease and Management Agreement ("Agreement") is made as of the L~y of
~t, 2006 by and between the CITY OF PORT ANGELES, a Washington municipal corporation
("City"), as Owner/Lessor, and HECKMAN MOTORS, Inc., a Washington corporation,
("Heckman"), as Manager/Lessee.
RECITALS:
The City has purchased real property formerly owned by Richard and Fran Niichel ("the
Niichel property") consisting of two parcels described in Section 1 below and partially identified
on the site map in Exhibit B;
Prior to August 1, 2006, Heckman leased the Niichel property for its transportation and
parking businesses and wishes to continue as a tenant of the City as described hereafter;
The City and Clallam Transit Systems (CTS) have entered into an lnterlocal Agreement
regarding the Gateway Project ("Gateway") wherein property owned by the City, exclusive of
the Niichel property, and property acquired by CTS from Heckman and other private property
owners by condemnation shall be developed as a transportation hub, which shall include off-
street parking;
Heckman and CTS intend to enter into a separate agreement for the management of all
parking for the Gateway project;
For good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties recite, covenant, and agree as follows:
1. The Real Property. City is the owner of property located at 111 E. Front Street in
the City of Port Angeles, Clallam County, Washington and legally described in Exhibit A
attached hereto and by this reference incorporated herein. For purposes of this Agreement, the
Real Property owned by the City consists of 2 parcels, as shown on Exhibit A. Parcel 1 is
occupied by a garage structure, commonly known as "Winter's garage." Parcel 2 is the
--remainderoTihe property described on Exhibit A, and is occupied by two additional buildings
commonly referred to as the "Bank" building and the "Restaurant" building.
Parcels 1 and 2 collectively may be referred to as " the Real Property."
1
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2. Lease and Management. Subject to the terms and conditions set forth in this
Agreement
(a) Parcell: The City leases, lets, and demises to Heckman, and
Heckman agrees to lease from City, Parcell.
(b) Parcel 2: The City grants to Heckman, as an independent contractor,
a license to manage the buildings (subject to the option and feasibility study for the Restaurant
building set forth in Section 4 (b)) on Parcel 2 for retail commercial purposes, and the remainder
of Parcel 2 for public parking.
'. .
j. :, Rent.
. i.
(a) Commencing on the effective date of this Agreement, Heckman shall pay .\......
to the City without prior notice or demand monthly the sum of One Thousand Five Hundred
Dollars ($1,500.00) as rent for Parcell, together with the leasehold excise tax on said sum. In
addition, Heckman shall be responsible for all costs and expenses associated with Parcell.
(b) Holdover Rent. In the event Heckman remains in possession of the Real
Property for any reason after termination of this Lease, the annual rent during the holdover
period, unless otherwise agreed in writing, shall be 100% of the prior year's Rent, and shall be
payable in advance.
4. License Fees and Option on Restaurant building.
(a) Heckman shall pay to the City a monthly fee for the license to occupy, use,
and manage Parcel 2 in the amount of Three Thousand Five Hundred Dollars ($3,500.00) per
month.
(b) Commencing at the effective date, Heckman is granted an option for a period
of six (6) months to conduct a feasibility study on the commercial use of the Restaurant building.
No later than six months after the effective date, Heckman shall give written notice to the City of
his intent to manage the restaurant building. If such notice is not given within six months, this
option shall terminate and expire. If Heckman elects to manage the Restaurant building,
Heckman agrees to pay to the City the additional management fee of One Thousand Three
Hundred and Twenty Dollars ($1,320.00) per month, subject to verification of the square
footage, calculated at Fifty Cents ($.50) per square foot. Heckman and the City reserve for
future negotiation the issue of reimbursement, if any, and the terms and conditions of
reimbursement, to Heckman for capital improvements to the Restaurant building in the event of
termination by the City under Section 14 below.
5. Term. The Term of this Agreement is five (5) years, commencing September 1,
2006, subject to termination rights as provided in Section 14 of this Agreement.
6. Effective Date. The effective date of this Agreement shall be September 1, 2006.
7. Options to Extend. Subject to the termination rights provided in Section 14 of
this Agreement, Heckman shall have the option to extend the Term of this Agreement for two (2)
five-year periods. Heckman may extend the Term by giving written notice of exercise of the
option to City at least one (1) year befgre the expiration of the Term, whereupon this Agreement
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shall be extended upon the expiration of the then Term for an additional five (5) year period on
the same terms and conditions.
8. Operating Expenses. Taxes and Capital Expenditures. Heckman shall pay all
Operating Expenses, Taxes and Capital Expenditures associated with the Real Property.
(a) Operating Expenses means any and all costs, expenses and amounts of
every kind and nature that Heckman incurs during the term of this Agreement in connection with
its operation, management, maintenance, repair or restoration of the Real Property including,
without limitation, all expenses for the following:
(i) Utilities for the Real Property, including, but not limited to
electricity, power, telephone, telecommunications, oil or other fuel, water, sewer, garbage
collection, lighting, heating, air conditioning and ventilating;
(ii) Permits, licenses and certificates necessary to operate and manage
the Real Property;
(iii) All insurance premiums applicable to the Real Property and any
"deductible" costs;
(iv) Expenses incurred to comply with any laws, regulations, or
governmental requirements of any kind;
(v) Professional and other services including, but not limited to,
accounting, legal, inspection, consulting, and other services and experts;
(vi) Wages, salaries and other compensation and benefits for all
persons employed by Heckman in connection with the management, operation, maintenance,
repair or restoration of the Real Property, including all benefits provided to employees,
employer's Social Security taxes, unemployment taxes or insurance and any other taxes which
may be levied on such wages, salary, compensation and benefits;
(vii) Payments under any lease, easement, operating agreement,
declaration, restrictive covenant or other agreement or encumbrance binding or benefiting the
Real Property;
(viii)
(ix)
about the Real Property.
(b) All Capital Expenditures required under this Agreement for the Real
Property. "Capital Expenditures" means (i) the repair or replacement of an asset, not
characterized as an operating cost or expense under generally accepted accounting principles,
that maintains the value of the Real Property over its useful life and is permanently affixed to the
real estate, or (ii) is a capital expenditure to be made pursuant to the requirements of this
Agreement.
(c) Heckman shall pay all Taxes directly to the applicable governmental
agency prior to delinquency and shall provide proof of such payment to City promptly upon
request.
Maintenance and repair of the Real Property;
Costs arising from the presence of Hazardous Substances in or
9. Compliance with Legal Requirements and Agreements. Heckman shall, at its sole
cost and expense, comply with and perform all obligations with respect to (a) all applicable local,
state and federal laws, ordinances and regulations, and other governmental rules, orders and
determinations now or hereafter in effect, whether or not presently contemplated, applicable to
the operation, use or possession of the Real Property, and (b) all contracts (including insurance
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policies, to the extent necessary to prevent cancellation and to insure full payment of all claims
made under such policies), covenants, conditions and restrictions and encumbrances applicable
to the operation, use or possession of the Real Property,
10. Use of the Real Property.
(a) Parcell. Parcel 1 may be used for public parking and for
transportation-related businesses.
(b) Parcel 2. Parcel 2 shall be managed in accordance with a
Management Plan approved by the City. Heckman shall suggest to the City a Management Plan
in September for each year. The City shall have the right to review and approve the
Management Plan before it is implemented. Heckman shall prepare and present to the City the
first management not later than October 6, 2006.
11. Uses Prohibited.
(a) Heckman shall not do or permit anything to be done in or about the Real
Property, nor bring or keep anything thereon, that will cause a cancellation of any insurance
policy covering the Real Property or any part thereof or any of its contents.
(b) Heckman shall not allow the Real Property to be used for any unlawful
purpose. Heckman shall not cause, maintain or permit any nuisance in, on or about the Real
Property, shall not commit or suffer to be committed any waste in or upon the Real Property, and
shall not do or permit anything to be done on the Real Property that will cause damage to the
Real Property.
(c) Heckman shall not change, add or remove any improvements to the Real
Property without the prior written consent of the City.
12. Covenant Against Liens. Heckman covenants and agrees that it shall not suffer or
permit any lien, charge, security interest or encumbrance (collectively, "Liens") to be asserted to,
upon or against the Real Property or any portion thereof for any reason, including, without
limitation, Liens arising out of the possession, use, occupancy, operation, management, or repair
of the Real Property or by reason of the furnishing of labor, services, materials, or equipment to
the Real Property. Heckman agrees to indemnify, protect, defend and hold City harmless from
and against all liabilities, losses, damages, expenses and costs (including reasonable attorneys
fees and costs) incurred in connection with any such Lien.
13. No Warranties; Inspection by Heckman. The City makes no representation or
warranty concerning the condition of the Real Property. Heckman currently is in possession of
the Real Property and has been in possession for several years. Heckman knows the current
condition of the real property. Heckman understands that part of the site is in a Flood Zone
designated by FEMA's Flood Insurance Rate Map, and is subject to regulation under the City's
Flood Damage Prevention ordinances.
14. Termination. As material consideration for this Agreement, and in addition to all
other rights available to the Parties, either Party shall have the right to terminate this Agreement
with respect to Parcel 1 or Parcel 2, or both, pursuant to this Section 14. This right to terminate
may be exercised at any time as follows:
(a) Either Party shall give written notice of termination to the other party.
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(b) The notice shall state the effective date of termination and the property to
which the notice applies: Parcell or 2, or both.
( c) The notice shall be delivered at least 90 days prior to the effective date of
termination.
(d) If either Party terminates this Agreement as to one Parcel, the other Party
shall have the right to terminate this Agreement as to the other Parcel by giving notice in the
manner provided above.
(e) Neither Party shall incur any liability whatsoever to the other or to any
third-party on account of termination effected pursuant to this section.
(f) Termination pursuant to this Section may be exercised only in the event of
the occurrence of one or more of the following conditions:
(i) The City agrees to sell Parcel I or Parcel 2, or both.
(ii) The Black Ball Ferry, or a replacement ferry, no longer operates at
its present location.
(iii) During any two calendar years subsequent to 2006, the number of
foot passengers on the ferry and/or ferries leaving from Railroad Avenue in Port Angeles during
the preceding calendar year is less than eighty percent (80%) of the number of foot passengers
using the Black Ball Ferry during the calendar year 2006.
(iv) The City permanently alters the current routing of motor vehicle
traffic to the ferry dock, (west on Front, north on Lincoln, west on Railroad).
(v) The City declares its intent to change the use of Parcell or Parcel
2, or both, to a use different from those prescribed in Section 10 above.
15. Maintenance and Repair.
Heckman, at Heckman's sole cost and expense, shall keep the Real Property in
good order, condition and repair.
16. Operation and Management.
(a) Annual Operating Report. Heckman shall provide City with a quarterly
report that will include the gross receipts; operating expenses; occupancy rates; spaces
designated for long term parking, short term parking, rental cars, and other uses; and any other
significant facts regarding operation of the Real Property.
(b) Books and Records. Heckman shall keep full and adequate books of
account and other records reflecting the results of operation of the Real Property on an accrual
basis, all in accordance with GAAP (Generally Accepted Accounting Principles). Such books
and records reflecting the operation of the Real Property shall be available to City and its
representatives for examination, inspection and audit.
(c) Financial Statements.
As soon as reasonably possible, and in any event within one hundred
twenty (120) days after the close of each fiscal year, Heckman shall provide to the City
Heckman's consolidated (1) balance sheet showing the results of the operation of the Real
Property as at the end of such fiscal year setting forth in comparative form the corresponding
figures as at the end of the preceding fiscal year, and (2) statements of income, retained earnings
and changes in financial position showing the results of the operation of the Real Property for
such fiscal year setting forth in comparative form the corresponding figures for the previous
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fiscal year, prepared in conformity as applied on a basis consistent with that of the preceding
year.
17. Adjustment of Rent and Fees.
Effective April 1, 2008, and during each April thereafter, either party may request
that the rent, the license fee, or both be adjusted. If neither party requests an adjustment, the rent
and the license fee shall remain the same as they were as of April 1 of that year.
If either party does request an adjustment, then the parties agree that they shall,
within three weeks exchange information and meet to negotiate an equitable adjustment. The
parties agree they shall consider the following facts in determining an adjustment: Gross
revenues from the real property, costs, expenses, changes in the CPI; loss of the use of parking
spaces resulting from the construction of the Gateway project; changes in legal or regulatory
requirements; changes in operations; and other factors that reasonably affect an equitable rental
or license fee.
18. Reservation of Construction Mitigation Issues.
City and Heckman agree to reserve for future negotiation any adjustment to the
terms of this Agreement on account of revenue lost, if any, by Heckman as a result of the
reduction in parking spaces during construction of the Gateway project. The City and Heckman
agree that the potential revenue loss, if any, to Heckman varies depending on the amount of
parking spaces lost during construction, the time of year, and the duration of construction. City
and Heckman shall consider these factors. Mitigation, if any, to Heckman may take the form of
abatement of rent, additional offsite parking, or other adjustments to the terms of this Agreement
as the circumstances warrant and are agreed to by the Parties.
19. Indemnification/Hold Harmless.
Heckman shall defend, indemnify, and hold harmless the City, its officers,
officials, employees and volunteers from and against any and all claims, suits, actions, or
liabilities for injury or death of any person, or for loss or damage to property, which arises out of
Heckman's use of the Real Property, or from the conduct of Heckman's business, or from any
activity, work or thing done, permitted, or suffered by Heckman in or about the Real Property,
except only such injury or damage as shall have been occasioned by the sole negligence of the
City.
Heckman shall further protect, defend, indemnify and hold City harmless from
and against any and all claims arising from any breach or default in the performance of any
obligation on Heckman's part to be performed under the terms of this Agreement, or arising from
any act, omission or negligence of Heckman, or any of its agents, contractors and employees or
any other person and from and against any and all costs, attorneys' fees, expenses and liabilities
incurred in connection with such claim or any action or proceeding. Heckman upon notice from
City shall defend the same at Heckman's expense by counsel reasonably satisfactory to City. It
is intended that the foregoing indemnity shall be broad and comprehensive. This indemnity shall
survive the expiration or other termination of this Lease. This indemnity is for the sole benefit of
City and shall not inure to the benefit of any third party.
City shall not be liable to Heckman, and Heckman hereby waives all claims
against City for injury, illness or death to any person or for damage to any property in or about
the Real Property by or from any cause whatsoever, except the sole negligence of the City.
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20. Insurance.
Heckman shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with Heckman's operation and use of the Real Property. In addition, City shall
procure and maintain for the duration of the Agreement, commercial property insurance.
Heckman shall be liable to reimburse City within 30 days from date of billing for said
commercial property insurance. The estimated cost of this reimbursement in 2006 on Parcels I
and 2 is approximately $600.00 per year.
No Limitation. Heckman's maintenance of insurance as required by the
Agreement shall not be construed to limit the liability of Heckman to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
(a) Minimum Scope ofInsurance.
Heckman shall obtain insurance of the type described below:
(i) Commercial General Liability insurance shall be written on
Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover premises and
contractual liability. The City shall be named as an insured on Heckman's Commercial General
Liability insurance policy using ISO Additional Insured-Managers or Lessors of Premises Form
CG 20 11 or a substitute endorsement providing equivalent coverage.
(ii) Property insurance to cover all personal property of Heckman kept
or present on the Real Property.
(b) Minimum Amounts of Insurance.
Heckman shall maintain the following insurance limits:
(i) Commercial General Liability insurance shall be written with limits
no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
(ii) Property insurance shall be written covering the full value of
Heckman's property and improvements with no coinsurance provisions.
( c) City shall obtain insurance covering all City improvements to the Real
Property, but not contents or personal property. Such insurance shall be written on an all risk
basis. Heckman shall be liable to fully reimburse the City for the premium paid for such
insurance within 30 days of billing.
(d) Other Insurance Provisions.
The insurance policies maintained by Heckman pursuant to this section are
to contain, or be endorsed to contain, the following provisions for Commercial General Liability
msurance:
(i) Heckman's insurance coverage shall be primary insurance as
respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the
City shall be excess of Heckman's insurance and shall not contribute with it.
(ii) Heckman's insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
not less than A:VII.
(e) Acceptability of Insurers.
Insurance is to be placed with insurers with a current A.M. Best rating of
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(f) Verification of Coverage.
Heckman shall furnish the City with original certificates and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the City.
(g) Waiver of Subrogation.
Heckman and City hereby release and discharge each other from all
claims, losses and liabilities arising from or caused by any hazard covered by property insurance
on or in connection with the Real Property. This release shall apply only to the extent that such
claim, loss or liability is covered by insurance.
21. Indemnification and Waivers. Each Party hereby waives all rights of recovery
against the other for any loss or damage covered by their respective first party commercial
insurance policies for all perils insured thereunder and in the event of any commercially insured
loss, neither party's insurance carrier shall have a subrogation claim against the other party;
provided, however, that this waiver of subrogation shall not apply if the effect is to void such
Insurance coverage.
22. No Assignment
Heckman further acknowledges that its rights under this Agreement may not be
assigned, nor its duties and obligations delegated, without the prior written consent of City,
which consent shall not be umeasonably withheld. The City may assign all or a portion of this
agreement to CTS, but to no other party without the prior written consent of Heckman, which
shall not be umeasonably withheld. Nothing in this section shall prevent Heckman from
obtaining commercial tenants for the buildings identified above.
23. Destruction.
(a) Repair Obligations. If the Real Property is damaged from any cause
("Casualty") and Heckman has not elected to terminate this Lease under Subsection (c) below,
then Heckman shall promptly and diligently restore the Real Property to substantially the same
condition as existed before the Casualty, except for modification required by building codes and
other laws. Heckman's obligation to restore is subject to reasonable delays for insurance
adjustment and other matters beyond Heckman's reasonable control, and subject to the other
clauses of this Section. If the Casualty is an insured loss, as long as Heckman is diligently
pursuing collection of the insurance proceeds, Heckman's obligation to repair under this Section
shall not accrue until receipt of insurance proceeds, and shall be limited to the extent of the
insurance proceeds available to Heckman for such restoration.
(b) Rent Abatement. During the period from such Casualty until completion
of restoration, Rent will be abated in the same ratio as that portion of the Real Property which
City determines is unfit for occupancy bears to the whole Real Property.
(c) Termination Rights. Both the City and Heckman have the right to either
terminate this Agreement or to effectuate repairs if ( a) the Real Property cannot, in Heckman's
reasonable judgment, be repaired within 180 days from the date of the Casualty; (b) the
estimated repair cost exceeds the insurance proceeds, if any, available for such repair (not
including the deductible, if any, on Heckman's property insurance); (c) the estimated repair cost
to the Real Property exceeds 50% of the insurable replacement cost; or (d) the Real Property
cannot be restored except following substantial demolition thereof or in a substantially different
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structural form than existed before the Casualty. Either party may notify the other in writing of
its election to terminate or repair within 60 days from the date of the Casualty.
24. Default and Remedies.
(a) Default Bv Heckman. The occurrence of anyone of the following events
shall constitute a material breach and default under this Agreement by Heckman:
(i) Heckman shall have failed to pay any payment when due, where
such failure shall continue for a period of ten (10) days after written notice from City; or
(ii) Heckman shall have failed to perform any other duties or
obligations of this Agreement if the failure to perform is not cured within thirty (30) days after
written notice of such default has been given by City to Heckman. If the default cannot
reasonably be cured within 30 days, Heckman shall not be in default under this Agreement if
Heckman shall within the 30-day period commence such cure and thereafter in good faith
diligently and continuously prosecute such cure to completion.
(iii) Heckman disregards or fails to comply with laws, ordinances or
rules, regulations or orders of a public authority having jurisdiction over the Real Property; or
(iv) Due to the actions or inaction of Heckman any license or permit
required for the operation and management of the Real Property shall be revoked, suspended or
cancelled; or
(v) There shall occur any Lien or other encumbrance on the Real
Property which is not removed or bonded around within thirty (30) days; or
(vi) Heckman shall have assigned, pledged or encumbered its rights,
duties or obligations in violation of this Agreement; or
(vii) Heckman shall cease to manage and operate the Real Property for
a period in excess of ten (10) consecutive days; or
(viii) Heckman shall consolidate, dissolve or liquidate or take an
equivalent action or an involuntary petition shall have been filed under any federal or state
bankruptcy, reorganization, insolvency, moratorium or similar statute against Heckman, or a
custodian, receiver, trustee, assignee for the benefit of creditors or other similar official shall be
appointed to take possession, custody or control of the Real Property, or Heckman shall become
insolvent or admits in writing its inability to pay its debts as they mature or shall file any petition
or action for relief relating to any bankruptcy, reorganization, insolvency, or any other law or
laws for the relief of, or relating to, debtors.
(b) Remedies for Default. In the event of default of this Agreement by
Heckman, City shall have the following rights and remedies:
(i) To sue for any amounts due hereunder; or
(ii) To remedy any nonmonetary default of Heckman, and in such
event all reasonable expenses of City in remedying such default shall be payable by Heckman to
City on demand; or
(iii) To terminate this Agreement upon written notice thereof to
Heckman; or
(iv) If City elects not to terminate this Agreement due to Heckman's
default, City may maintain Heckman's right to possession and continue this Agreement in effect.
(c) Remedies Not Exclusive. No remedy conferred in this Agreement is
intended to be exclusive of any other remedy herein or by law provided or permitted, but each
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shall be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute.
25. Hazardous Substances.
(a) Compliance with Laws and Regulations. Heckman hereby represents,
warrants, covenants and agree that all operations or activities upon, or any use or occupancy of
the Real Property, or any portion thereof, shall be in compliance in all material respects with all
state, federal and local Environmental Laws and regulations governing or in any way relating to
the generation, handling, storage, use, transportation, discharge or disposal (whether legal or
illegal, accidental or intentional) of any Hazardous Substances (as hereinafter defined).
(b) Indemnification; Remedial Work. Heckman shall not cause or permit any
Hazardous Substances to be brought upon, kept or used in or about the Real Property, except in
compliance with all Environmental Laws. If Heckman breaches its obligations set forth above or
if the presence of Hazardous Substances on or about the Real Property caused or permitted by
Heckman results in contamination of the Real Property, or if contamination of the Real Property
or surrounding area by Hazardous Substances otherwise occurs for which Heckman is legally
liable, then Heckman shall protect, defend, indemnify and hold City harmless from and against
any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including,
without limitation, diminution in value of the Real Property, damages for the loss or restrictions
on use of any space in the Real Property, damages arising from any adverse impact on
marketability of the Real Property, and sums paid in settlement of claims, attorney's fees,
consultant fees and expert fees) which arise during or after the Term of this Agreement as a
result of such contamination.
(c) Survival. Each of the covenants, agreements, obligations, representations
and warranties set forth in this Section shall survive the expiration or earlier termination of this
Agreement.
(d) "Hazardous Substances" shall include without limitation:
(i) Those substances included within the definitions of "hazardous
substances," "hazardous materials," "toxic substances," or "solid waste" in the Comprehensive
Environmental Response Compensation and Liability Act of 1980 (42 U.S.C. S 9601 et seq.)
("CERCLA"), as amended by the Superfund Amendments and Reauthorization Act of 1986
(Pub. L. 99-499 100 Stat. 1613) ("SARA"), the Resource Conservation and Recovery Act of
1976 (42 US.c. S 6901 et seq.) ("RCRA"), the Hazardous Materials Transportation Act
(49 U.S.C. S 1801 et seq.), the Toxic Substance Control Act (15 U.S.C. Section 2601 et seq.) and
in the regulations promulgated pursuant to said laws, all as amended;
(ii) Those substances listed in the United State Department of
Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental
Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and
amendments thereto);
(iii) Any material, waste or substance which is (A) petroleum;
(B) asbestos; (C) polychlorinated biphenyls; (D) designated as a "hazardous substance" pursuant
to Section 311 of the Clean Water Act, 33 US.C. 1251 et seq. (33 US.C. S 1321) or listed
pursuant to Section 307 of the Clean Water Act (33 US.C. S 1317); (E) flammable explosives;
(F) radon gas; (G) lead or lead-based paint; or (H) radioactive materials;
(iv) Those substances defined as "dangerous wastes," "hazardous
wastes" or as "hazardous substances" under the Water Pollution Control Act, RCW 90.48.010
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.',
et seq., the Hazardous Waste Managelnent Statute, RCW 70.105.010 et seq., the Model Toxics
Control Act, RCW 70.105D.01O et seq. and the Toxic Substance Control Act, 15 U.S.c.
Section 2601 et ~., and in the regulations promulgated pursuant to said laws;
(v) Storm water discharge regulated under any federal, state or local
law, ordinance or regulation relating to storm water drains, including, but not limited to,
Section 402(p) of the Clean Water Act, 33 U.S.C. Section 1342 and the regulations promulgated
thereunder; and
(vi) Such other substances, materials and wastes which are or become
regulated as hazardous or toxic under applicable local, state or federal law, or the United States
government, or which are classified as hazardous or toxic under federal, state, or local laws or
regulations.
26. Banlauptcy.
(a) Assumption of Lease and Management Agreement. If Heclanan becomes
a Debtor under Chapter 7 of the Banlauptcy Code or a petition for reorganization or adjustment
of debts is filed under Chapter 11 of the Bankruptcy Code, or a proceeding is filed under
Chapter 7 of the Banlauptcy Code and is transferred to Chapter 11 of the Banlauptcy Code, the
Banlauptcy Trustee or Heckman, as Debtor and as Debtor-In-Possession, may not elect to
assume this Agreement unless, at the time of such assumption, the Banlauptcy Trustee or
Heckman also has:
(i) Cured all defaults under the Agreement and paid all sums due and
owing under the Agreement or provided City with "Adequate Assurance" (as defined below)
that: (i) within ten (l0) days from the date of such assumption, the Banlauptcy Trustee or
Heckman will completely pay all sums then due and owing under this Agreement and
compensate City for any actual pecuniary loss resulting from any existing default or breach of
this Agreement, and (ii) within twenty (20) days from the date of such assumption, the
Banlauptcy Trustee or Heckman will cure all non-monetary defaults and breaches under this
Agreement, or, if the nature of such non-monetary defaults is such that more than twenty (20)
days are reasonably required for such cure, that the Banlauptcy Trustee or Heckman will
commence to cure such non-monetary defaults within twenty (20) days and thereafter diligently
and in good faith continuously prosecute such cure to completion; and (iii) the assumption will
be subject to all of the provisions of this Agreement.
(ii) For purposes of this Section, in the context of a banlauptcy
proceeding involving Heckman, at a minimum, "Adequate Assurance" shall mean: (i) the
Banlauptcy Trustee or Heckman has and will continue to have sufficient unencumbered assets
after the payment of all secured obligations and administrative expenses to assure City that the
Banlauptcy Trustee or Heckman will have sufficient funds and/or income to fulfill the
obligations under this Agreement, and (ii) the Banlauptcy Court shall have entered an order
segregating sufficient cash payable to City to secure to Heclanan's obligation under this
Agreement within the time periods set forth above.
(b) Assignment. If the Banlauptcy Trustee or Heclanan has assumed this
Agreement for the purpose of assigning Heckman's interest hereunder to any other person or
entity, such interest may be assigned only after the Banlauptcy Trustee, Heckman or the
proposed assignee have complied with all of the terms, covenants and conditions of this
Agreement. City and Heckman acknowledge that such terms, covenants and conditions are
commercially reasonable. Any person or entity to which this Agreement is assigned pursuant to
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the provisions of the Bankruptcy Code shall be deemed without further act or deed to. have
assumed all of the obligations arising under this Agreement on and after the date of such
assignment. Any such assignee shall upon request execute and deliver to City an instrument
confirming such assignment.
27. Ouiet Enjoyment. The City represents and warrants that City has legal title to the
Real Property and has the right to enter into this Agreement. Upon paying all amounts to be paid
by Heckman pursuant to this Agreement and keeping the covenants and terms of this Agreement
on its part to be kept and performed, Heckman shall have peaceful and uninterrupted possession
of Parcels 1 and 2 during the Term of this Agreement, and any extensions thereof.
28. Identity of Parties. The identity and official addresses of the Parties are:
Owner/Lessor:
City of Port Angeles
P.O. Box 1150
Port Angeles, W A 98362
Manager/Lessee:
Heckman Motors, Inc.
111 E Front St
Port Angeles, W A 98362-2906
29. Notices.
Any notice or document required or permitted to be delivered hereunder from one
party to the other shall be in writing and shall be deemed given when personally delivered, or
three (3) days after being deposited in the United State mail to the other party's address as set
forth below or such other address or facsimile number as shall have been last designated by
notice in writing from one party to the other. The address to which any notice, demand or other
writing may be given, made or sent to either party may be changed by written notice given by
such party as above provided.
If to City:
City of Port Angeles
Attn: Real Property Manager
P.O. Box 1150, 321 East 5th Street
Port Angeles, W A 98362
If to Heckman:
Heckman Motors, Inc.
111 E Front St
Port Angeles W A 98362
30. No Brokerage Commission. City and Heckman have negotiated this Agreement
directly and neither party has been represented by a real estate agent in connection with this
transaction. City and Heckman hereby represent and warrant to each other that neither party has
knowledge of any commission or other fee claimed or payable as a result of this Agreement. The
parties each agree to indemnify, defend and hold the other harmless from claims for
commissions or other fees asserted by any third party, including reasonable attorneys' fees and
costs incurred by the other in defending against any such claims.
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31. Attorneys' Fees. In the event of litigation between City and Heckman in
connection with this Agreement, reasonable attorneys' fees, court costs and expenses of litigation
incurred by the party prevailing in such litigation shall be paid by the nonprevailing party.
32. Nondiscrimination. Heckman certifies it will not discriminate in employment on
the basis of race, color, religion, sex, national origin, veteran status or physical or mental
disability in regard to any position for which the employee is qualified, in compliance with
(a) Presidential Executive Order 11246, as amended, including the Equal Opportunity Clause
contained therein; (b) Section 503 of the Rehabilitation Act of 1973, as amended, and the
Vietnam Era Veterans Readjustment Act of 1974, as amended, and the Affirmative Action
Clauses contained therein; and (c) the Americans with Disabilities Act of 1990, as amended.
Heckman agrees it will not maintain facilities which are segregated on the basis of race, color,
religion or national origin in compliance with Presidential Executive Order 11246, as amended,
and will comply with the Americans with Disabilities Act of 1990, as amended, regarding its
programs, services, activities and employment practices.
33. Miscellaneous Provisions.
(a) Impartial Construction. The language in all parts of this Agreement shall
be in all respects construed as a whole according to its fair meaning, and shall not be construed
strictly for or against either party by reason of the authorship of any provision hereof.
(b) Entire Agreement. The provisions of this Agreement and any other
exhibits and attachments hereto constitute the entire agreement between City and Heckman.
This Agreement supersedes any prior or contemporaneous oral or other agreement between City
and Heckman regarding the subject matter of this Agreement. Any amendment or modification
of this Agreement must be in writing and signed by both parties.
(c) Covenants and Conditions. The parties hereto agree that all provisions
hereof are to be construed as both covenants and conditions as though the words importing such
covenants and conditions were used in each separate section hereof.
(d) Authority to Execute. Each individual executing this Agreement on behalf
of City or Heckman respectively, represents and warrants that such person is duly authorized to
execute and deliver this Agreement on behalf of such entity, and that this Agreement shall be
binding upon said entity in accordance with its terms.
(e) Successors. Subject to any provisions in this Agreement restnctmg
assignment by the parties and the provisions of Section 22 hereof, this Agreement shall be
binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors
of the respective parties. This Agreement shall not become binding upon the parties until it has
been executed and acknowledged by both City and Heckman.
(f) Non- Waiver of Governmental Rights. Nothing contained in this
Agreement shall require City to take any discretionary action relating to the Real Property,
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including, but not limited to, zomng and land use decisions, permitting or any other
governmental approvals.
(g) Waivers. No waiver of any right under this Agreement shall be effective
unless contained in a writing signed by a duly authorized officer or representative of the party
sought to be charged with the waiver and no waiver of any right arising from any breach or
failure to perform shall be deemed to be a waiver of any future right or any other right arising
under this Agreement.
(h) Counterparts. This Agreement may be executed in counterparts and each
counterpart shall constitute an original document and all such counterparts shall constitute but
one and the same instrument.
(i) Governing Law. This Agreement shall be governed by the laws of the
State of Washington. In the event any action is brought to enforce any of the provisions of this
Agreement, the parties agree to be subject to exclusive in personam jurisdiction in the Clallam
County Superior Court for the State of Washington.
G) Nature of Relationship. The relationship between City and Heckman shall
be solely that of independent contracting parties. Nothing contained in this Agreement shall be
deemed or construed to create a partnership, tenancy-in-common, joint tenancy, joint venture or
co-ownership between City and Heckman. City shall not in any way be responsible or liable for
the debts, losses, obligations or duties of Heckman with respect to the Real Property. All
obligations to pay Taxes, Operating Expenses, Utilities, Capital Expenditures or operate,
manage, maintain or repair the Real Property shall be the sole responsibility of Heckman except
as otherwise expressly set forth in this Agreement. No term or provision of this Agreement is
intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a
party hereto, and no such other person, firm, organization or corporation shall have any right or
cause of action hereunder.
(k) Time of Essence. Time is of the essence of this Agreement.
(l)Recordirig. This Agreement shall not be recorded, but the parties shall
execute a memorandum of this Agreement, which may be recorded. Within ten (10) days
following the expiration or earlier termination of this Agreement, Heckman shall execute and
deliver to City, an instrument, in recordable form, confirming the termination of this Agreement,
which instrument, at City's option, may be recorded in the real property records of Clallam
County, Washington.
(m) Independent Agreement. References may be made in this Agreement to
an agreement between Heckman and Clallam Transit Systems executed on the same day as this
Agreement. Although the two agreements may share similar purposes, they are independent
agreements. Neither is dependent or contingent upon the other. Each agreement should be
construed and enforced without reference to the other.
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0'
(n) The lease created in Section 2 of this Agreement and the License created
in Section 4 of this Agreement are intended to be separate, independent agreements. Sections 5
through 33 of this Agreement apply equally to the Lease agreement and the License.
IN WITNESS WHEREOF, the parties hereto have executed this Lease and Management
Agreement as of the date and year first above written,
OWNER/LESSOR:
CITY OF PORT ANGELES, a Washington
municipal orporation
/
A~P/)Ved as to. form:
1/~ 1: i
William E. Bloor, City Attorney
Attest:
Agl~a.~
Becky 1. U n, ity Cler
MANAGER/LESSEE:
HECKMAN MOTORS, Inc.
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(.:r~c..'" ')
- 15 -
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MANAGER/LESSEE ACKNOWLEDGMENT
STATE OF WASHINGTON)
) ss.
COUNTY OF CLALLAM )
I certify that I know or have satisfactory evidence that ~C)\.V\ \-\~c.~s the
person who appeared before me and said person acknowledged that he signed this instrument, on
oath stated that he was authorized to execute the instrument and acknowledged it as the
~rQ..."5\d.I2.Y\-\- of HECKMAN MOTORS, Inc. a Washington Corporation, to be the free and
voluntary act and deed of said party for the uses and purposes mentioned in the instrument.
Dated: ~.e.VV\~ 1
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, 2006
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Notary ublIc
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[Printed Name]
My appointment expires S - a. 'S - 0'1--
OWNER/LESSOR ACKNOWLEDGMENT
STATE OF WASHINGTON)
) ss.
COUNTY OF CLALLAM )
I certify that I know or have satisfactory evidence that \{<l.faJt\ 8-~s the person
who appeared before me and said person acknowledged thatSle signed this ins ment, on oath
stated that she was authorized to execute the instrument and acknowledged it as the
N\<:U.t tS>r of the CITY OF PORT ANGELES, a Washington municipal corporation, to be
the free' and voluntary act and deed of said party for the uses and purposes mentioned in the
instrument.
Dated:-Sp+~t'\1\.b.eK' 1 ,2006
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G:\Legal_Backup\AGREEMENTS&CONTRACTS\2006 Agmts&Contracts\Heckman City Agreement City Final 090506.doc
- 16 -
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EXHIBIT A
Legal Description
The Property located at 111 E. Front Street, Port Angeles, Washington:
A portion of Tideland Block 1, east of Laurel Street within the Port Angeles
tidelands, Clallam County, Washington as shown on the supplemental map of
Port Angeles tidelands filed in the office of the Board of State Land
Commissioners on the 9th day of March, 1894, described as follows:
Lot 8, Lot 7 and the West half of Lot 6, except the South 10' (feet) thereof.
Said lands identified per Clallam County Parcel # 1 0630005000800000 and
. ,:,,'(p~~ce1 # 2 0630005000700000 and as shown per Record of Survey recorded in
,,: ".', ,y,olLJrne 56 at Page 70.
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C2. 10 FOR PROFilE
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