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2236 ResolutionRESOLUTION NO aD 3 G A RESOLUTION approving the sale of excess City-owned land on Commercial Avenue in the King City Area WHEREAS, a business owner has requested the purchase of five acres situation in the northeast quarter of Section 20, Township 9 North, Range 30 East W M, and, WHEREAS, RCW 2 46 025 enables the City to sell excess properties without following a competitive bid process under the provision of a negotiated sale WHEREAS, the City of Pasco has deemed the said property to be surplus property, NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO ( 1 ) That the sale of 5 0 acres of City-owned excess property to Larry and Karen Whitten located in the northeast quarter of Section 20, Township 9 North, Range 30 East W M, be approved subject to all contingencies in attached Purchase and Sale Agreement ( 2 ) The City Manager is hereby authorized to execute all documents necessary to effect the sale of the property in accordance with the aforesaid agreement ASSED by the City Council of the City of Pasco this day of , 1996 Charles D Kilbury, ayor Catherine Seaman, Deputy City Clerk APPROVED AS TO FORM Alltpj /41. eland /err, Interim •ity A torney eN r 1 o I -$HEPPARD VICINITY MAP ,„,illimli11111111111Inunin ... REAL ESTATE PURCHASE AND SALE AGREEMENT (Please read carefully before signing ) i 1 Pasco , Washington / — eRg , 1996 1 Received from Larry and Karen Whitten (Buyer) the sum of $5,000 00 in the form of an earnest money check for $5,000 00, which will be deposited with Transamerica Title Insurance Company by Buyer within 10 days after mutual acceptance The earnest money will be applied as a credit to Buyer on the closing of this transaction The Property to be sold in this transaction is comprised of approximately 5 acres and is shown on the map marked Exhibit "A" and by this reference is made a part of this Agreement Subject property is located in the King City, Identification E, eastern portion of Parcel 113-400-016 on Commercial Avenue located within Franklin County, Washington, in the City of Pasco corporate boundaries Seller shall provide a legal description prior to closing I PURCHASE PRICE. The total price shall be $98,000 00 (5 0 acres x 42,560 sq ft = 217,800 total sq ft x $0 45 per sq ft ) The purchase price shall be paid in cash on closing, including earnest money 2 BUYER'S REPRESENTATION Buyer represents that Buyer has sufficient funds available to close this sale in accordance with this Agreement and is not relying on any contingent source of funds unless otherwise set forth in this Agreement 3 TITLE Title to the property shall be marketable at closing Rights, reservations, covenants, conditions and restrictions presently of record or of apparent use, easements and encroachments of record or apparent use, not materially affecting the value of the property or unduly interfering with Buyer's intended use of the property shall not cause the title to be considered unmarketable Additionally, the property is subject to the standard policy printed exceptions of Transamerica Title Insurance Company, and the encumbrances, if any, retained by Seller for security as set forth in this Agreement Buyer accepts the property subject to all easement and encroachments of record or apparent use, including, but not limited to, easement granted to or retained or held by public utilities or government entities, and subject to restriction and reservation for the supply of water and water rights and future assessments thereof Buyer shall conclusively be deemed to have accepted the condition of title unless Seller receives notice of Buyer's objections within seven (7) days after preliminary commitment for title insurance is received by and made available to Buyer Encumbrances to be discharged by Seller shall be paid by Seller on or before closing and may be paid out, of the closing , tir 1 4 TITLE INSURANCE. The parties authorize the closing agent, at Seller's expense, to apply for a standard form owner's policy of title insurance to be issued by Transamerica Title Insurance Company The title insurance shall contain no exceptions other than those contained in said standard form, those referred to in this Agreement, those accepted by the Buyer, and those not inconsistent with this Agreement If title is not so insurable and cannot be made so insurable prior to closing, Buyer may elect either to waive such encumbrances or defects and proceed with the closing, or to terminate this Agreement and receive a refund of the earnest money, at which time, this Agreement shall be at an end Buyer acknowledges that a standard form title insurance does not insure the location of boundaries, and that an extended form of insurance is available at additional cost, with such additional cost to be borne by the Buyer 5 C ONVEYANCE Title shall be conveyed by general warranty deed free of encumbrances and defects except those included in this Agreement or other wise acceptable to Buyer 6 PROPERTY CONDITION Seller represents for Buyer's benefit that Seller has conducted a Phase I Environmental Audit which indicated that a portion of the site may have been used for refuse disposal Seller further represents that (a) Seller has not entered into or been subject to any consent decree, compliance order or administrative order with respect to the Release of any Hazardous material affecting the property, (b) Seller has not received any demand letter, compliance, or administrative inquiry concerning the Release or Threat of Release, of any Hazardous Material affecting the Property, and (c) Seller has not been subject to or threatened with any government or citizen enforcement action with respect to the Release of any Hazardous Material affecting the property Upon receipt of the earnest money deposit from the Buyer, the Seller shall at Seller's expense obtain an Environmental Phase II Assessment on subject property from an independent firm specializing in such assessments The cost of the 1Phase II Environmental Audit may be deducted from the earnest money deposit made by the Buyer should this transaction fail to close by Buyer's election 1 If Seller's Environmental Phase II Audit reveals an adverse environmental condition, Seller shall be responsible for paying for the costs of remediating any Remediable Condition subject to the limitations provided below and Buyer may at its election terminate this transaction Environmental consultant shall obtain a bid from a contractor who is licensed or otherwise qualified to remediate the environmental condition Seller shall be responsible for paying the remediation costs provided, however, if the remediation costs will exceed $10,000, then Seller may, at its option, determine not to remediate the environmental condition, but to terminate this Agreement and refund buyer's earnest money deposit The Assessment is to be completed within forty-five (45) days of the execution of this agreement \ 7 CLOSING This sale shall be closed within ten (10) days after satisfaction or waiver of all contingencies, but in any event not later than sixty (60) days of execution of this agreement, by Transamerica Title Insurance Company "Closing" means the date on which all documents are recorded and the sale proceeds are available for disbursement to Seller Buyer and Seller shall deposit with closing agent all documents and monies required to complete this sale in accordance with this Agreement 8 CLOSING COSTS AND PRORATIONS Seller shall pay all customary and usual closing costs paid by Sellers of Real Estate in Franklin County, Washington, including title insurance premiums, excess tax, survey fees to establish the legal description and the property boundaries, one-half of document preparation, one-half of the escrow fees, and pro-ratable items Buyer shall pay all customary and usual closing costs paid by Buyers of Real Estate in Franklin County, Washington, including recording fees, one-half of document preparation, one-half of escrow fees, sales or use tax, and pro-ratable items 9 POSSESSION. Buyer shall be entitled to possession on closing 10 ASSIGNMENT Buyer's rights under this Agreement may not be assigned by Indyer 1 without Seller's prior written consent, which , consent shall not be unreasonable withheld 11 NOTICES Unless otherwise specified in this Agreement, any and all notices required to be given under this Agreement must be given in writing Notices to seller must be signed by at least one Buyer and shall be deemed to be given when actually received by the Seller at Office of the City Manager, Pasco City Hall, P 0 Box 293, Pasco, Washington 99301 Notices to Buyer must be signed by seller and shall be deemed to be given when actually received by the Buyer at 5410 Livingston, Pasco, Washington 99301 12 COMPUTATION OF TIME, Unless otherwise expressly specified herein, any period of time specified in this Agreement shall expire at 9 00 p m of the last calendar day of the specified period of time, unless the last day is Saturday, Sunday or a legal holiday, as prescribed in RCW 1 16 050, in which event the specified period of time shall expire at 9 00 p m on the next business day Any specified period of seven (7) days or less shall include business days only 13 DEFAULT/TERMINATION If this Agreement is terminated for any reason, any costs authorized under this Agreement to be advanced from the earnest money deposit shall be deducted before the remaining earnest money is refunded to Buyer or forfeited to Seller If a dispute should arise regarding the disbursement of any earnest money, the party holding the earnest money may interplead the funds into court Furthermore, if either Buyer or Seller defaults, the non- defaulting party may seek specific performance or damages, and the Seller may, under some circumstances retain the earnest money as liquidated damages The earnest money shall be subject to retention by Seller, along with all other claims as Seller may have, in the event Buyer fails, without legal excuse, to complete the purchase of the property In the event that the Buyer fails, with legal excuse to complete the purchase of the property, pursuant to the terms and provisions of this Agreement, then the earnest money shall be refunded to the Buyer, less any costs authorized under this Agreement to be advanced from the earnest money deposit as a cost of the Buyer Each Buyer and Seller shall have all the rights and remedies afforded to them at law or equity, and pursuant to the terms of this Agreement 14 GENERAL PROVISIONS Time is of the essence There are no verbal agreements which modify this Agreement This Agreement constitutes the full understanding betWeen Seller and Buyer Buyer has personally observed the property and has reached Buyer's own conclusion as to the adequacy and acceptability of the property based upon such personal inspection Unless otherwise expressly specified herein, square footage, dimensions and/or boundaries used in marketing the property are understood to be approximations and are not intended to be relied upon to determine the fitness or value of the property 15 LEGAL AND TAX IMPLICATIONS This Agreement affects your legal rights and obligations and will have tax implications Agents are not permitted to give legal or tax advice If you have any questions regarding this Agreement and, the addendums, attachments or other related documents, you should consult an attorney or tax advisor Further, if a dispute arises regarding this transaction the prevailing party shall recover cost and reasonable attorney's fees, including those for appeal 16 FACSIMILE TRANSMISSION. Facsimile transmissions of any signed original document and re-transmission of any signed transmission shall be the same as transmission of any original At the request of either party or closing agent, the parties will confirm facsimile transmitted signatures by signing the original document 17 CONDITION OF PROPERTY, REPRESENTATION, Except as provided in paragraph 6 hereof Buyer has inspected the subject property in this transaction, and is familiar with the conditions of all property which is the object of this agreement Buyer accepts and agrees to purchase the property, which is the object of this agreement in its present condition, "as is", without reliance upon any representation made by owner as to the condition or suitability of said mperty There are no warranties, express or implied, which are the object of this Offer beyond the description on the face 'hereof ' Seller has made no representations regarding the conditions or suitability for any purpose of the land or installation of utilities which are the object of this transaction Buyer is relying solely on his own judgment in entering into this agreement 18) BUILDING CONSTRUCTION. Buyer has represented its intent to build an office/manufacturing shop/repair shop totaling at least eighteen thousand (18,000) square feet within eighteen (18) months of the conveyance of the property, which representation constitutes a portion of the consideration to the Seller In the event the Buyer does not complete construction in accordance with the above-described schedule, the price of the property shall increase $0 10 per sq ft The increased price shall be paid within thirty (30) days following non-compliance The amount due in the event of non-compliance would be 5 acres x 43,560 sq ft = 317,800 total sq ft x $0 10 = $21,780 This covenant shall survive closing 19 ENTIRE AGREEMENT, This document constitutes the entire agreement of the parties There are no verbal or other agreements which modify or alter this agreement Buyer and Seller further agree that they have read and understand all of the contents of this Real Estate Agreement and its attached exhibit "A" OFFER TO PURCHASE Buyer offers to purchase the property on the above terms and condition Seller shall have thirty (30) days to accept this offer, unless sooner withdrawn Acceptance by Seller shall not be effective until a signed copy hereof is actually received by Buyer If this offer is not so accepted, it shall lapse and the earnest money shall be refunded to Buyer .& BUYER 11 1 4 .IAAL AL. itrAfaV r • WIM P en 5410 Livingston PASCO, WASHINGTON 99301 509/545-5586 Buyer's Address (City, State, Zip) Buyer's Phone(H/W) ACCEPTANCE or COUNTER OFFER On this date, 1996, Seller agrees to sell the property on the terms and conditions set forth in this Agreement Seller acknowledges receipt of a copy of this Agreement signed by both parties If Seller has made a counter offer hereon or attached hereon, Buyer shall have until 9 00 p m on , 1996, to accept the counter offer, unless sooner withdrawn Acceptance shall not be effective until signed copy hereof is actually received by or at the office of the Buyer If the counter offer is not accepted, it shall lapse and the earnest money shall be refunded to Buyer SELLER The c41.y of Pasco, a municipal corporation of the'State of Washington By Gary Crutchfield, City Manager Approved as to Form By Leland B Kerr, Interim City Attorney Seller's Address (City, State, Zip) Seller's Phone (H/W)