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HomeMy WebLinkAbout2018.05.07 Council Meeting Handout118 rIula.r , Nwfln AMENDMENT NO.2 TO PURCHASE AND SALE AGREEMENT THIS AMENDMENT TO THAT CERTAIN PURCHASE AND SALE AGREEMENT (hereinafter "Agreement"), dated April 7, 2017 is entered into on this day of , 2018, between the City of Pasco, a Washington Municipal Corporation (hereinafter "City") and A-1 Properties LLC, (hereinafter "Purchaser") for amending and clarifying the terms and conditions as set forth in said Agreement. RECITALS WHEREAS, Purchaser has requested certain amendments to the timing of actions required by the Agreement; and, WHEREAS, the City has determined that the proposed amendments are reasonable and prudent and further its economic development goals; and, WHEREAS, the parties wish to memorialize their mutual understanding and agreement with this Amendment which includes the modified terms and conditions as set forth below; NOW, THEREFORE, In consideration of the mutual covenants contained herein, the parties agree to amend certain sections of the Agreement to read as follows: 11. Closing. Closing, for at least Parcel 1, shall occur ...ithi, one htmd.oa and twenty (120 no event later than May 15, 2018. (a) At closing City will deposit in escrow a duly executed statutory warranty deed covering the Property; a FIRPTA affidavit; and all other documents and monies required of it to close this transaction in accordance with the terms hereof. All such documents shall be in form satisfactory to Purchaser's counsel. (b) At closing Purchaser will deposit in escrow the monies required of it to close the transaction in accordance with the terms hereof. 14. Reversionary Clause and Option to Repurchase/Reclaim. (a) This Property is being sold to Purchaser in anticipation of the development of retail/commercial leased space and/or a hotel. (b) 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. Amendment No. 2 to Purchase and Sale Agreement —A- I Properties LLC - Page 1 5/18 (c) Unless the failure to commence construction is related to the items identified in Section 19(f), 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 six (6) months of C—lesieg the date of completion of construction (certificate of occupancy) of the Marriott Hotel (which is to be constructed on first occur. the City reserves the right to reclaim title to this Property. If the Purchaser does not initiate construction within twelve (12) months of the completion of construction of the Marriott Hotel or of March 1, 2020, whichever shall first occur, Qosieg, 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 Section 3 above. In such event, the City shall issue such refund first to any mortgagor or lien holder on the property to first satisfy any mortgage or lien, prior to issuing any refund to Purchaser. In the event Purchaser elects the phased option provided in Section 5 above, this right of reverter shall apply to each of the parcels purchased independently. 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 right of reverter is exclusive to the City and shall be exercised at the sole discretion of the City. (d) This reverter shall survive and be enforceable until March 1, 2021 for Parcel 1. The possibility for reverter of Parcel 2 shall survive for 48 months after closing or until such time as building is commenced upon Parcel 2, whichever shall first occur. The City shall be under no obligation to exercise this possibility of reverter. 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. All remaining terms and conditions of the Purchase and Sales Agreement, dated April, 7, 2017, and Amendment No. 1, dated October 31, 2017, not inconsistent with the terms herein remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates noted below. PURCHASER: A-1 Properties LLC By: Vijay Patel, President Date Amendment No. 2 to Purchase and Sale Agreement—A-1 Properties LLC - Page 2 5/18 CITY Dave Zabell, City Manager Attest: Daniela Erickson, City Clerk STATE OF WASHINGTON) ) ss. County of Franklin ) Date Approved as to form: Leland Kerr, City Attorney On this day personally appeared before me Dave Zabell, City Manager of the City of Pasco, Washington, to me known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary deed for the uses and purposes therein mentioned. SUBSCRIBED and sworn to before me this day of STATE OF WASHINGTON ) ss. County of ) 2017. Notary Public in and for the State of Washington, Residing at My Commission Expires: On this day personally appeared before me Vijay Patel, to me known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary deed for the uses and purposes therein mentioned. SUBSCRIBED and sworn to before me this day of 2017. Notary Public in and for the State of Washington, Residing at My Commission Expires: Amendment No. 2 to Purchase and Sale Agreement A-1 Properties LLC - Page 3 5/18