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329 Yelm Telephone Concerning Parking Lot Rights CITY OF YELM RESOLUTION NO. 329 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF YELM, WASHINGTON EXPRESSING THE INTENT OF THE COUNCIL WITH REGARD TO ENTERING INTO AN AGREEMENT WITH YELM TELEPHONE COMPANY CONCERNING PARKING RIGHTS FOR THE PARKING LOT LOCATED AT SECOND STREET SE AND WASHINGTON STREET SE IN THE CITY OF YELM. WHEREAS, THIS AGREEMENT to provide for the development of a parking lot and the provision of parking spaces is entered into this 14th day of June, 1995, by and between the City of~Yelm, a Washington municipal corporation and Yelm Telephone Company,' a Washington corporation. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF YELM WASHINGTON, DOES HEREBY RESOLVE That the Agreement between the City of Yelm and Yelm Telephone Company, identified as Attachment A to Resolution 329, is annexed hereto and incorporated as though full set forth herein. RESOLVED, this 14th day of June , 1995. Kath yn M. olf, Mayor Attest: ~~ ~ Agn P. Colombo, City Clerk Passed and Approved: June 14, 1995 Published: June 22, 1995 AGREEMENT THIS AGREEMENT to provide for the development of a parking lot and the provision of parking spaces is entered into this 14th day of June , 1995, by and between the City of Yelm, a Washington municipal corporation (hereinafter referred to as "City") and Yelm Telephone Company, a Washington corporation (hereinafter referred to as "Company"). RECITALS is~• 1. Parking spaces within the geographic confines of the City of Yelm are in short supply. It is to the mutual benefit of the City and the Company to provide for additional parking spaces. 2. The City desires to enter into an agreement with the Company to provide for a greater number of parking spaces available both for Company employees and the general public. 3. The Company desires to enter-into an agreement with the City to obtain assured parking spaces for employees in close proximity to the Company's facilities NOW, THEREFORE, in consideration of the mutual promises and benefits to be obtained therefrom, the City and the Company enter into the following. AGREEMENT 1. Development of Parking Spaces. The Company agrees to expend up to Fifty Thousand and No/100ths Dollars ($50,000.00) to develop a parking lot having a minimum of twenty-four (24) parking spaces on property located in close proximity to the Company's facilities at Second Street and Washington Street S.E. (hereinafter referred to as the "Property"), which is more fully described on Exhibit "A" which exhibit is hereby incorporated by this reference. The Company shall use its best efforts to have the parking lot available for use no later than September 15, 1995. Nine of these spaces will be available 24 hours per day for public parking. 2. Reservation of Parking Spaces. In consideration for the development of the parking lot as described in paragraph 1, above, the Company shall receive the exclusive use of fifteen (15) parking spaces on the Property between the hours of 8:00 a.m. and 5:00 p.m., Monday through Friday, which parking spaces shall be marked as reserved for use of the Company. The Ciry shall provide necessary signage. 3. Term of Use. The Company's right to exclusive use of the parking spaces as -1- Resolution 329 Attachment A described above shall begin from the first day that the fifteen (15) reserved parking spaces are available for use and shall terminate twenty (20) years from that date. Upon the expiration of this term, the City and Company agree to negotiate a renewal of this right to use the identified parking spaces on terms and conditions acceptable to both the City and the Company. 4. Amendment. No modification, amendment, addition to or termination of this Agreement, nor waiver of any of its provisions shall be valid or enforceable unless in writing and signed by all parties. 5. Attorneys Fees. In the event of litigation to enforce the Agreement or any provision thereof, the prevailing party, in addition to other relief awarded, shall be entitled to recover their reasonable attorneys' fees, including fees on appeal, if any. 6. Benefit. This Agreement shall not be assignable by either party and shall be binding upon and inure to the benefit of the parties hereto, their respective heirs and successors 7. Governin Law. This Agreement is entered into and shall be governed by the law of the State of Washington. In the event of a dispute, venue shall lie in Thurston County, Washington. 8. Independence by Parties. In executing this Agreement, the parties are independent and acting solely for their own accounts and nothing in this Agreement shall cause them to be construed as partners, joint venturers, or as having any other relationship under which either party would be deemed to be the agent of the other. 9. Succession. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, personal representatives, successors and permitted assigns. 10. Specific Performance. The parties agree that money damages would be inadequate and difficult, if not impossible to measure in the event of a failure by a party .hereto to comply with the provisions of this Agreement. If any party hereto shall institute any action or proceedings to specifically enforce the provisions hereof, the party against whom such act or proceeding is brought hereby waives the claim or defense that the party bringing the action has an adequate remedy at law or in damages, and such party shall not urge in any such action or proceeding the claim or defense that such remedy at law or in damages exists. 11. Representations and Warranties. a. By CitX. The City represents and warrants that it is a municipal corporation organized under Washington law, has the authority to enter into this Agreement, the execution of the Agreement has been duly authorized by resolution, and the person signing below has the authority to execute this Agreement on behalf of the City. -2- Resolution 329 Attachment A b. By CompanX. The Company represents and warrants that it is a duly registered corporation organized under the laws of the State of Washington, is in good standing, the execution of this Agreement has been duly authorized by resolution of the Company's Board of Directors, and the person signing below has the authority to execute this Agreement on behalf of the Company. CITY: CITY OF YELM By: , Resolution 329 Attachment A COMPANY: YELM TELEPHONE COMPANY sy: Its:. -3- ~ i STATE OF WASHINGTON ) ss. County of Thurston ) On this ~ day of ~>~'~ 1995 before me, the undersigned, a Notary Public in and for the State of W~'shington, duly commissioned and sworn, personally appeared ~~IFtI]-~ U!/ M, lA1 D L F to me known to be the J~'1 !} y p~_ of the City of Yelm, the municipal corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that 5 I - ~ is authorized to execute said instrument and that the seal affixed is the corporate seal of said municipal corporation. ,Witness my hand and official seal hereto affixed the day and year first above written. .,, , ~ . .., . ~c .~ b ~+ . o - ';i o ~~"~» . a - If,f; I STS /IOSE f ~. " ~~ t~`1~ g ,' ,' ' ~ ~ ~~~~ ' ~ ` [Printed Name] = ~q '• .•' ? , Notary Public in and for the State of Washington, ~`~ ',~''%,~ OF w c residing at U ~ L !'~ My Commission - . ~ f Expires `% - ~- 3 - 95 STATE OF WASHINGTON ) ss. County of Thurston ) sai,! instrument and that the seal affixed is the c.~rporate,• seal of said corporation. On this day of 1995, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the of Yelm Telephone Company, the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that is authorized to execute Witness my hand and official seal hereto affixed the day and year first above written. [Printed Name] Notary Public in and for the State of Washington, residing at Expires e\3616tcf.raf -4- My Commission Resoltuion 32° Attachment A