HomeMy WebLinkAbout4784 Resolution - Approve PSA Barker Heights Tract AResolution – 4784 Agreement - 1
Version 1.9.26
RESOLUTION NO. 4784
A RESOLUTION OF THE CITY OF PASCO, WASHINGTON,
AUTHORIZING THE CITY MANAGER TO EXECUTE A PURCHASE AND
SALE AGREEMENT WITH STRIZHAK’S HAVEN RANCH, LLC,_FOR REAL
PROPERTY KNOWN AS TRACT A, BARKER HEIGHTS SUBDIVISION,
LOCATED IN PASCO, WASHINGTON.
WHEREAS the City of Pasco ("City") owns and operates a non-potable irrigation utility;
and
WHEREAS, the City's adopted Six-Year Capital Improvement Plan includes the Irrigation
System Expansion Project, which will construct a new irrigation pump station at the downstream
end of the United States Bureau of Reclamation (USBR) canal system in the northwest area of the
City; and
WHEREAS, Tract A of the Barker Heights Subdivision has been identified as the
preferred location for the new irrigation pump station; and
WHEREAS, the City has sufficient funds budgeted within the Irrigation System
Expansion Project to acquire the property; and
WHEREAS, the City has coordinated with the property developer, who currently controls
the project site, and with the South Columbia Basin Irrigation District (SCBID), which operates
the USBR irrigation system to which the new pump station will connect; and
WHEREAS, the City Council has determined that acquiring the property and authorizing
execution of the Purchase and Sale Agreement with Strizhak's Haven Ranch, LLC, is in the best
interests of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PASCO, WASHINGTON:
That the City Council of the City of Pasco approves the terms and conditions of the
purchase and sale agreement between the City of Pasco and Strizhak’s Haven Ranch, LLC as
attached hereto and incorporated herein as Exhibit A.
Be It Further Resolved, that the City Manager of the City of Pasco, Washington, is hereby
authorized, empowered, and directed to execute said Purchase and Sale Agreement on behalf of
the City of Pasco.
Be It Further Resolved, that this Resolution shall take effect immediately.
Resolution – 4784 Agreement - 2
Version 1.9.26
PASSED by the City Council of the City of Pasco, Washington, on this 21st day of
September, 2026.
Charles Grimm
Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ ___________________________
Gabriela Sanchez Ogden Murphy Wallace, PLLC
City Clerk City Attorney
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REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS AGREEMENT ("Agreement") is entered into between Strizhak’s Haven Ranch,
LLC, a Washington limited liability company ("Seller") and the City of Pasco, a Washington
municipal corporation ("Buyer") on the date of the last signature set forth below.
FOR AND IN CONSIDERATION OF the terms and conditions set forth below, Seller and
Buyer agree as follows:
1. Purchase and Sale. Seller agrees to sell, and Buyer agrees to buy certain real
property known as Tract A, Barker Heights Subdivision, located in Pasco, Washington, and legally
described on Exhibit A, and shown on the Approved Preliminary Plat in Exhibit B, attached to
this Agreement and incorporated herein by this reference as if fully set forth (the "Property"). The
Property contains approximately 14,206 square feet.
2. Purchase Price. The total purchase price which Buyer shall pay Seller for the
Property is Three Hundred Twenty-One Thousand Six Hundred Twenty-Three dollars and 84 cents
($321,623.84), calculated at $22.64 per square foot. The purchase price shall be paid in cash at
closing.
3. Earnest Money. Within five (5) days of execution of this Agreement, Buyer shall
deposit with the Closing Agent the sum of Ten Thousand and No/100ths Dollars ($10,000.00) as
earnest money (the "Earnest Money"). The Earnest Money shall be applicable to the purchase
price at closing. If this Agreement is terminated by Buyer pursuant to any express right of
termination set forth herein, the Earnest Money shall be refunded to Buyer. If Buyer fails to
complete the purchase without legal excuse, the Earnest Money shall be forfeited to Seller as
liquidated damages as Seller's sole and exclusive remedy.
4. Frontage Improvements. Seller shall be responsible for constructing all required
frontage improvements associated with the Property prior to Closing, including but not limited to
roadway pavement, curb and gutter, ADA ramps, stormwater system, sidewalks and driveways,
lighting, and landscaping (collectively, the "Frontage Improvements"), in accordance with civil
plans approved by the City of Pasco Public Works Department (the "Approved Plans"). The cost
of the Frontage Improvements is incorporated into the per-square-foot purchase price set forth in
Section 2. Prior to Closing, Seller shall obtain final inspection and acceptance of the Frontage
Improvements from the City of Pasco's City Engineer, certifying that the Frontage Improvements
have been completed substantially in accordance with the Approved Plans. If the Frontage
Improvements are not complete and accepted by the City Engineer at least five (5) business days
prior to the scheduled Closing date, Buyer may, at its election: (i) extend the Closing date by up
to thirty (30) days to allow completion; (ii) proceed to Closing and require Seller to deposit into
escrow with the Closing Agent an amount equal to one hundred fifty percent (150%) of the
reasonably estimated cost to complete the Frontage Improvements, to be held and disbursed upon
completion and City Engineer acceptance; or (iii) terminate this Agreement and receive a refund
of the Earnest Money. Seller shall warrant the Frontage Improvements against defects in materials
and workmanship for a period of one (1) year following City Engineer acceptance, and shall
promptly repair or replace any defective work identified during that period at Seller's sole cost.
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5. Feasibility Contingency. Buyer's obligations under this Agreement are
conditioned upon Buyer's satisfaction, in Buyer's sole discretion, concerning all aspects of the
Property, including its physical condition, the presence or absence of any hazardous substances,
any contracts affecting the Property, the availability of government permits and approvals, and the
feasibility of the Property for Buyer's intended purpose. Buyer shall have thirty (30) days after the
date of this Agreement (the "Feasibility Contingency Date") to conduct its due diligence. This
Agreement shall terminate and Buyer shall receive a refund of the Earnest Money unless Buyer
gives written notice to Seller that the Feasibility Contingency is satisfied before 5:00 p.m. on the
Feasibility Contingency Date. During the feasibility period, Seller shall permit Buyer and its
agents, at Buyer's sole expense and risk, to enter the Property at reasonable times to conduct
inspections concerning the Property, including without limitation, its physical and environmental
condition, soils conditions, and other matters affecting the feasibility of the Property for Buyer's
intended use. Buyer shall restore the Property to substantially the same condition as prior to
inspection and shall indemnify and defend Seller from all liens, costs, claims, and expenses arising
from or relating to entry onto or inspection of the Property by Buyer and its agents.
6. Condition of Title. Unless otherwise specified in this Agreement, title to the
Property shall be marketable at closing and acceptable to Buyer as provided in Sections 7 and 8.
The following shall not, by themselves, cause the title to be unmarketable: rights, reservations,
covenants, conditions, and restrictions presently of record and general to the area; easements and
encroachments not materially affecting the value of or unduly interfering with the Buyer's
reasonable use of the Property; and reserved oil and/or mineral rights; provided that Buyer may
still object to any such matter under Section 7. Seller agrees to clear any encumbrances on title
reasonably objected to by Buyer prior to closing.
7. Title Insurance. Buyer may obtain a preliminary title insurance commitment from
Ticor Title, Kennewick, Washington. Seller shall clear any and all encumbrances listed in any
such title commitment and reasonably objected to by Buyer prior to closing. Seller shall not further
encumber title to the Property prior to closing. If Seller further encumbers the Property, Seller
shall remove any such encumbrance prior to closing at Seller's sole cost and expense. If any such
encumbrance cannot be removed by Seller, Buyer may elect to take such actions as Buyer deems
necessary to remove such encumbrances and the costs of removal shall be deducted from the
purchase price. In the alternative, Buyer may elect not to remove such encumbrances and may
either (i) proceed with the purchase without any reduction in the purchase price, or (ii) terminate
this Agreement. The cost of title insurance shall be the sole responsibility of Buyer.
8. Conveyance. Seller shall convey title to Buyer by Statutory Warranty Deed, free
from all encumbrances except such as may be acceptable to Buyer.
9. Seller's Representations. Seller represents and warrants to Buyer as follows, each
of which shall be true and correct as of the date of this Agreement and as of Closing:
A. Authority. Seller is duly authorized to enter into this Agreement, to sell
the Property, and to perform all of Seller's obligations hereunder. No further consent, approval, or
authorization is required from any person or entity to execute and perform under this Agreement.
The individual signing this Agreement on behalf of Seller has the authority to act on behalf of and
bind Seller.
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B. No Violations. To Seller's actual knowledge, Seller has not received any
written or oral notice that the Property violates any applicable laws, regulations, codes, or
ordinances.
C. No Litigation. To Seller's actual knowledge, there is no pending or
threatened litigation which would materially and adversely affect the Property or Buyer's
ownership thereof after Closing.
D. No Condemnation. To Seller's actual knowledge, there is no pending or
threatened condemnation or similar proceeding affecting the Property.
E. Hazardous Substances. To Seller's actual knowledge, no hazardous or
toxic substances, dangerous wastes, or other material defined or regulated by state or federal
environmental laws or regulations has been deposited on or beneath the surface of the Property,
there are no underground storage tanks on the Property, and there is no pending or threatened
governmental investigation or remedial action regarding the release of hazardous substances at the
Property.
F. No Other Agreements. Seller has not granted any options nor obligated
itself to sell the Property or any portion thereof to any party other than Buyer.
G. OFAC Compliance. Neither Seller nor any of its partners, members,
shareholders, or other equity owners is a person or entity with whom U.S. persons are restricted
from doing business under applicable regulations of the Office of Foreign Asset Control ("OFAC")
of the Department of the Treasury.
10. Buyer's Representations. Buyer represents and warrants to Seller that: (a) Buyer
is a Washington municipal corporation duly authorized to enter into this Agreement and to
purchase the Property; (b) no further consent, approval, or authorization is required from any
person or governmental entity to execute and perform under this Agreement; and (c) the individual
signing this Agreement on behalf of Buyer has the authority to act on behalf of and bind Buyer.
11. Escrow and Closing.
A. Closing Agent – Date of Closing. Unless the parties agree to proceed
without escrow, an escrow shall be opened at Ticor Title, Kennewick, Washington., as the "Closing
Agent". With the understanding that time is of the essence of this Agreement, this sale shall be
closed no later than seventy-five (75) days from the date this Agreement is executed by Seller and
Buyer, provided that the sale may be closed sooner upon agreement of Seller and Buyer, and
provided further that the Closing date shall be subject to extension as set forth in Section 4 in
connection with completion and acceptance of the Frontage Improvements. In the event that this
sale cannot be closed by the date provided herein due to the inability of either party, the Closing
Agent, title insurance company, or financing institution to sign any necessary document, or to
deposit any necessary money, because of any interruption of available transport; strikes, fire, flood,
or extreme weather; pandemic, governmental regulation; incapacitating illness; acts of God; or
other similar occurrences, the closing date shall be extended seven (7) days beyond cessation of
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such condition, but in no event more than fourteen (14) days beyond the closing date provided
herein without written agreement of the parties.
B. Seller's Disclosures. Buyer hereby waives receipt of the Seller's disclosure
statement for the Property. However, if Seller would otherwise be required to provide Buyer with
a Form 17, and if the answer to any of the questions in the section of the Form 17 entitled
“Environmental” would be “yes,” then Buyer does not waive the receipt of the “Environmental”
section of the Form 17 which shall be provided by Seller.
C. Closing Costs and Prorations. Except as provided in this subsection,
Buyer shall pay all costs of closing this transaction, including the entirety of the escrow fee, if any,
Buyer's title insurance premiums, and the costs of recording the Statutory Warranty Deed. Seller
shall pay real estate excise tax and other applicable conveyance taxes, if applicable. Taxes for the
current year, rent, and interest shall be prorated as of closing, if necessary. If any payments are
delinquent on encumbrances which will remain after closing, Closing Agent is instructed to pay
them at closing from money due or to be paid by Seller.
D. Closing Defined. Closing, for the purpose of this Agreement, is defined as
the date that all documents are executed and the sale proceeds are available for disbursement to
Seller. When notified, Buyer and Seller will deposit, without delay, in escrow with the Closing
Agent, all instruments and monies required to complete the transaction in accordance with this
Agreement. Specifically,
(1) Not later than one (1) business day prior to Closing, Seller shall deposit:
(a) The duly executed Statutory Warranty Deed naming Buyer as grantee;
(b) Such evidence as the title company or Closing Agent may reasonably
require as to the identity and authority of Seller;
(c) A FIRPTA certificate executed by Seller;
(d) A Real Estate Excise Tax Affidavit executed by Seller;
(e) Such instructions, affidavits, and indemnities as may be customarily and
reasonably required by the title company or Closing Agent; and
(f) Such additional documents as shall be reasonably required to consummate
the transaction contemplated by this Agreement.
(2) Not later than one (1) business day prior to Closing, Buyer shall deposit:
(a) All funds necessary to Close;
(b) A Real Estate Excise Tax Affidavit executed by Buyer;
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(c) Such evidence as the title company or Closing Agent may reasonably
require as to the identity and authority of the person signing on behalf of
Buyer;
(d) Such instructions, affidavits, and indemnities as may be customarily and
reasonably required by the title company or Closing Agent; and
(e) Such additional documents as shall be reasonably required to consummate
the transaction contemplated by this Agreement.
E. FIRPTA. Seller represents that it is not a "foreign person" within the
meaning of the Foreign Investment in Real Property Tax Act ("FIRPTA"). Closing Agent is
instructed to prepare a certification for Seller to this effect and Seller agrees to sign this
certification.
12. Possession. Buyer shall be entitled to possession at Closing.
13. Maintenance. Seller agrees to maintain the Property in its present condition,
normal wear and tear excepted, until Closing.
14. Default – Remedies. If Buyer fails without legal excuse to complete the purchase
of the Property, then Seller shall be entitled to retain the Earnest Money as liquidated damages as
Seller's sole and exclusive remedy, or at Seller's election, to seek specific performance. If Seller
fails without legal excuse to complete the sale of the Property, then Buyer shall be entitled to a
refund of the Earnest Money and to seek specific performance, or such other remedies at law or
equity as may be available to Buyer. In any action arising under this Agreement, the venue shall
be Franklin County, Washington, and this Agreement shall be governed by the laws of the State
of Washington.
15. Survival – Claims Limitation. Any claim or cause of action with respect to a
breach of the representations and warranties set forth in Sections 6, 9, 10, and 11(B) shall survive
for a period of twelve (12) months from the Closing Date, at which time such representations and
warranties (and any cause of action resulting from a breach thereof not then in litigation) shall
terminate. Seller's warranty obligations with respect to the Frontage Improvements under Section
4 shall survive for the one (1) year warranty period set forth therein. Seller's aggregate liability on
account of any breach of representations and warranties shall not exceed the purchase price, except
in the event of Seller's fraud, intentional misrepresentation, or willful misconduct.
16. Attorney's Fees. In the event of any action or proceeding to compel compliance
with, or for a breach of, the terms and provisions of this Agreement, the prevailing party shall be
entitled to recover from the losing party all costs and expenses of such action or proceeding,
including, but not limited to, the reasonable attorney's fees of the prevailing party.
17. Written Notice. Any written notices required by this Agreement shall be sent by
mail to the following addresses:
SELLER: BUYER:
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Peter Strizhak Maria L. Serra, Public Works Director
Strizhak’s Haven Ranch, LLC City of Pasco
105609 Wiser Pkwy 525 N 3rd Avenue
Kennewick, WA 99338 Pasco, WA 99301
or such other addresses as the parties may provide in writing to each other from time to time.
Notices may be delivered by (i) United States Mail, postage prepaid, in which case notice shall be
deemed received three days after deposit; (ii) personal delivery, in which case notice shall be
deemed received upon delivery; or (iii) email to an address designated in writing by the receiving
party, in which case notice shall be deemed received upon confirmed transmission, provided a
copy is also sent by one of the other methods above within one business day.
18. No Tax Representations by Buyer. The parties expressly acknowledge and agree
that Buyer has made no warranties or representations of any kind to Seller as to Seller's tax
consequences from this sale. Seller has consulted Seller's own attorney and tax consultant and has
relied solely upon advice received from those persons as to tax matters.
19. Agency Disclosure. In this transaction, neither party was represented by a real
estate agent or broker. Seller shall indemnify, defend and save Buyer harmless from and against
any claims, fees (including attorneys' fees and costs) arising out of any claim made by any broker
or agent claiming a commission is due by or through Seller. Buyer shall indemnify, defend and
save Seller harmless from and against any claims, fees (including attorneys' fees and costs) arising
out of any claim made by any broker or agent claiming a commission is due by or through Buyer.
20. Assignment. Neither party may assign all or any part of this Agreement without
the express written consent of the other party.
21. Complete Agreement. This Agreement supersedes all agreements, written or oral,
between the parties hereto regarding the subject Property which are prior in time to this Agreement,
including the Letter of Intent dated April 1, 2026. Neither Buyer nor Seller shall be bound by any
understanding, agreement, promise, representation, or stipulation, express or implied, not specified
herein.
22. Counterparts; Electronic Signatures. This Agreement may be executed in
counterparts which, when taken together, shall be considered one and the same Agreement, and
each of which shall be deemed an original.
EXECUTED by each of the parties on the dates set forth below.
SELLER, BUYER,
STRIZHAK’S HAVEN RANCH, LLC CITY OF PASCO
___________________________ ______________________________
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Name:______________________ Name:_________________________
Title:_______________________ Title:__________________________
Date:_______________________ Date:__________________________
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EXHIBIT A
LEGAL DESCRIPTION
Tract A, Barker Heights Subdivision
EXHIBIT B
BARKER HEIGHTS SUBDIVISION APPROVED PRELIMINARY PLAT