HomeMy WebLinkAboutLewis Place LLC - Purchase & Sale Agreement Amended Second Amendment for Parcel No. 113900092Second Amendment To
Purchase & Sale Agreement
Commercial Brokers Association
ALL RIGHTS RESERVED
CBA Form PSA | Addendum to PSA
Rev. 7/2020
Page |1 1
The following is part of the Purchase and Sale Agreement with Reference Date April 7,
20221between Lewis Place LLC &/or Assigns (“Buyer”) and City of Pasco (“Seller”) regarding the
sale of the property located at Franklin Tax Parcel 113.900.092 City of Pasco, Franklin County,
Washington (the “Property”).
IT IS AGREED BETWEEN THE BUYER AND SELLER AS FOLLOWS:
1.Offer is subject to Pasco City Council’s formal approval to surplus subject property as well as
Council’s approval of this contract.
2.Site not allowed to be developed for a residential use.
3.The Purchaser acknowledges that the purchase price and consideration given by City are
related to the City's goals of economic development and lost opportunities for development
would arise if Purchaser fails to begin construction of the anticipated development.
4.Unless the failure to commence construction is related to the items identified in Warranties
Section, below, if the Purchaser fails to submit an application to City for approval of a site plan
and building plans consistent with subsection (a) above, within thirty-six (36) months of Closing,
the City reserves the right to reclaim title to this Property. If the Purchaser does not initiate
construction within forty-eight (48) months of Closing, City reserves the right to reclaim title to
this Property. The City shall reclaim this Property by refunding 90% of the original Purchase
Price as determined in Paragraph 5 of PSA. The City will not assume any liability for expenses
incurred by Purchaser in conducting this transaction. Purchaser agrees to re-convey title to the
City within sixty (60) days of receipt of notification of City's decision to seek reconveyance of
Property. This reversionary right is exclusive to the City and shall be exercised at the sole
discretion of the City.
5.This reversionary right survives sixty (60) months after closing or until such time as building
commences, whichever is earlier. The City shall be under no obligation to exercise this
reversionary right. This reversionary clause shall survive the delivery of the Deed, but shall
automatically lapse upon expiration of the time periods herein and City shall execute such
further documents as Purchaser shall request to release same.
Warranties; Indemnity. City makes the following representations and warranties, which shall be
deemed remade as of the closing date:
1.The Property and improvements are not in violation of any applicable covenant, condition or
restriction or any applicable statute, ordinance, regulation, order, permit, rule or law, including,
without limitation, any building, private restriction, zoning or environmental restriction.
2.Other than the obligations of record, there are no obligations in connection with the Property,
which will be binding upon Purchaser after closing other than liability for the payment of real
estate taxes and utility charges.
3.There are no claims, actions, suits or governmental investigations or proceedings existing or, to
the best of City's knowledge, threatened against or involving City or the Property (including,
without limitation, any condemnation or eminent domain proceeding or matter related to the
formation of or assessment by a local improvement district) and City has received no written
notice thereof.
4.All insurance policies now maintained on the Property will be kept in effect, up to and including
the closing. City has received no notice from any insurance company or rating organization of
any defects in the condition of the Property or of the existence of conditions which would
prevent the continuation of existing coverage or would increase the present rate of premium.
5.There are no leases affecting the Property.
6.All such representations and warranties shall be reaffirmed by City as true and correct as of the
Closing Date and shall survive the Closing for a period of two (2) years.
If, prior to closing, City becomes aware of any fact or circumstance which would change a
representation or warranty, then City will immediately give notice of such changed fact or
circumstance to Purchaser, but such notice shall not relieve the City of its obligations hereunder.
Buyer Date Buyer Date
Seller Date Seller Date
DocuSign Envelope ID: C72D8CC9-74FE-4EB8-AB60-6F3E2B266BAD
04/30/2022
DocuSign Envelope ID: 0561F654-EAD3-4396-BA09-F5F2A71611C6
5/3/2022