HomeMy WebLinkAboutRobert Olson - Real Estate Purchase/Sale Agreement i
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REAL ESTATE PURCHASE AND SALE AGREEMENT
(Please read carefully before signing . )
Pasco, Washington , May 6 , 2002
Received from Robert Olson (Buyer) the sure of $ 5 ,000,,00 in the form of a check. for $ 5 ,000 ,00 , }
which will be deposited by City of Pasco (Seller) with Benton -Franklin Title Insurance.
Company within ten ( 10) clays after mutual acceptance. The earnest money will be applied as a
credit to Buyer on the closing of the following, described real estate, which Buyer- agrees to buy
and Seller agrees to sell , located in Franklin County, Washington and described. as follows:
The property to be sold in this transaction is comprised of approximately 3 .00 acres and'is shown
on the map marked Exhibit "`A" and by this reference is made a part of this Agreement. Seller
will survey subject property , stake each point in the metes and bounds description, and prepare a
legal description . The Seller agrees to complete the survey , at its sole. expense,, within 30 days
following the execution of this Agreement. Said :survey will be submitted to the buyer for his
approval with the understanding that the legal description may be adjusted to . allow buyer to
acquire up to 3 . 10 acres, if the parties are unable to reach an agreement on the legal description
within 3 days following completion of the survey , this agreement shall terminate and earnest
money shall be refunded
I . PURCHASE PRfCE : The total price shall be $424 ,710 (3 . 00 .1acres x 43 , 560 = 130,680 sq .
ft: x $125 ) payable in cash oil closing, subject, however, to a potential increase oi- decrease
in sale price due to the survey described above .
2 . CONTLNGEN'C1ES..
A . Buyer shall have 120 clays from the date of execution of this agreement to obtain all
necessary approvals from the Architectural anti Landscaping Review Cornmittee as
set forth in the Declaration of Protective Covenants and Restrictions for Sun Willows
Business Park dated December 20 , 1995 ,
B . Within 120 days of execution of this Agreement., the Buyer- shal [ submit evidence of
affiliation, satisfactory to the City Attorney, with Best Western or another iatinnal
lodging change of similar or- better quality and acceptable to the City..
C. Within 180 clays of execution of this Agreement , the Buyer shall submit a complete
application and obtain a building permit for the construction of a hotel of -at. least. IOC}
rooms . Failure of the City to review and {t:pprove the Buyer' s complete application for
a building permit shall not constitute a default by the Buyer.
Failure of the Buyer to satisfy the above contingencies , in 'tile tin:;es specified , shall result in
termination of this Agreement unless an extension of tirne is rnutually agreed upon by the
parties . In the event tile. Agreement is terminated due to failure of the Buyer to satisfy the
contingencies listed above, the $ 5 ,000 earliest money deposit shall be forfeited to the Seller
as the Se11er' s sole renledy.
Within 60 days the Buyer shall secure approval from. the City of Pasco to erect a 65 -ft tali
Free standing sign on the property. Should the City not grant approval for said sign, this
agreement shall be terminated and the :$ 5 ;000 earnest moneyshall :be refunded to tile Buyer
as the Buyer ssole, remedy.
3 . 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.
4 . TITLE: Title will be free and clear of all encumbrances or defects except those approved
by Buyer. Buyer shall have 7 clays following receipt of a preliminary commitment for title.
insurance and legible copies of all instruments noted as exceptions therein to accept or
reject title.. If .Buyer objects to title within 7 days, and Seller is unable to cure said
objections , the agreement will be terminated and earnest money refunded to Buyer.
5 . 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 Benton-Franklin Title
Company: The title insurance shall contain no exceptions other than those contained in
said standard form , those referred to in his 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 c.losin:g; 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 tittle insurance does not insure the location of boundaries, and that an
extended form of insurance is a.vatilable at additional cos „ wish such additional cost to be
borne by the Buyer.
6 CONVEYANCE: Title shall be conveyed by statutory warranty deed free of
encumbrances and defects except those included in this Agreement or otherwise
acceptable to Buyer:
7 : PROPERTY' CONDITION : Seller represents For Buyer ' s benefit that water and sewer are
available at the property line . Seller further represents for Buyer's benefit that , to_Seller' s
best knowledge (a) no hazardous Material: has been released on the property; action with
respect to the release of any hazardous material affecting [lie property ; ( b) 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; (c)
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 (d) 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.
Seller acknowledges that subject property may be underlain by a system of abandoned
asbestos concrete pipe . Seller agrees to remove all such asbestos cement pipe from the
subject property, att , ts sole. expense , within 30 days following closing of this transaction .
Or at Seller ' s option , Buyer may remove it utilizing a company and/or oversite
engineering company approved by Seller with the cost: of same being reimbursed by
Seller to Buyer.
8 . CLOSING : This sale shall be closed by Benton -Franklin Title "Company within ten ( 10)
days after 'fulfillment of Contin ems, Para 2 ( A) — (Q . "Closing"' means the date on
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which all documents are recorded and the sale proceeds are :available to Seller-. Buyer and
Seller shall deposit with closing agent all documents and monies required to complete this
sale in accordance with this Agreement.
9 , CLOSING COSTS AND PRORATION'S . Seller shall pay all customary and usual closing
costs paid by Sellers of Real Estate in Franklin County, Washington, including title
insurance premiums, excise. tax , survey fees to establish the legal description and the
property boundaries , one-half of document preparation, one- half of escrow fees , and pro -
ratable items . Buyer shall pay ail customary and astral 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 .
10 . POSSESSION': Buyer shall be entitled to possession on closing.
l l . AGENCY DISCLOSURE: At the signing of this Agreement, Buyer is '.represented by itself
and the Seller is represented by itself.
12 . FIRPTA COMPLIANCE : This sale may be subject to the withholding and reporting;
requirernents of tite Foreign Investment In Real property 'Tax Act (FIRPTA ) , unless Seller
furnishes to Buyer an affidavit on non- foreign status : Seller and Buyer agree to comply
with FIRPTA , if applicable . Seller is a Washington State Municipal Corporation. Buyer is
a Washington Corporation .
D . NO'T'ICES : Unless otherwise specified in this Agreement , any and all notices required to
be given under this Agreement must be given in writing. Notices io Seller .rnust be signed
by at least one Buyer and shall be deemed to be given when actually received by or at the
residence of the Seller. Notices to Buyer must be signed by Seller and shall be deemed to
be given when .actually received by or at the address of the Buyer,
1 14 . COMPUTATION OF TIME Unless otherwise expressly specified herein , any period of
tirne specificd in this Agreement shall expire at 9 :00 p . m. of the last calendar clay of the
specified period of time , unless the Last clay is Saturday ,. Sunday or a legal holiday; as
prescribed in RCW 1 .116 . 050 , in which event the specified period of time shall expire at
9 :00 p .rn , of the next business day , Any specified period of seven (7 ) days or less shall
include business days only.
15 . DEFAULT/TERMINATION : In the event Buyer fails, without legal excuse to complete
the purchase of the property then the earnest money shall be forfeited to Seller as liquidated
damages .
.16 . GENERAL PROVISION& 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 andlor
boundaries used in marketing the property are understood' to be approximations and are not
intended to be relied upon to detennine the fitness or value of the property.
17 . 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
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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 costs
and reasonable attorney ' s fees , including those for appeals .
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18 . FACSIMILE TRANSMISSION: Facsimile transmissions of any signed original document
and re- transmission of any signed transmission shall be the same as transtnission of any
original . At the request of either- party or closing agent, the parties will confirm facsimile
transmitted signatures by signing the original document .
1.9 . CONDITION OF PROP RTY. REPRESENTATION: 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 property. 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 , except as provided. in Paragraph 7 hereof. Buyer is relying solely on his own
judgment in entering into this agreement,
20. PROTECTIVE COVENANTS : Seller has established protective covenants for the Sun
Willows Business ,Park , which covenants shall provide a high standard of architecture ,
landscaping and aesthetics for the development and. which are attached hereto Exhibit "B"
and by this reference made ea part of this Agreement , Buyer shall purchase subject; property
subject to these covenants ,
21, . ASSIGNMENT_ Buyer' s rights under this Agreement may not be assigned by Buyer
Without Seller ' s prior written consent.
22 . BUILDING CONSTRl ' MMOM Buyer intends to cons ( ruct a 100 room hotel on subject
property . Property shall not be used for other than .hotel and related purposes without the
prior written consent of the Seller. Buyer shall "substantially complete' ' construction of said
hotel within 15' months froth elate of closing. For purposes of this Agreement ,.
44 substantially complete" shall mead that the foundation , walls and roof are in place and
hotel building is enclosed .
It is expressly agreed acid understood that if the Buyer does not reach substantial
completion of the 100 room hotel within 15 months from the :date of closing, the Buyer
shall pay the Seller, a penalty of $ 150 .00 per day until such time as the hotel is substantially
complete. Buyer shall pay Seller within 10 days of written notice by the. Seller of the
penalty amount due-. This penalty shall be stayed for Acts of God and worksite labor
strikes .
23 . ENTIRE AGREEMENT: This docurrient 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
Purchase Agreement.
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24 . OFFER TO PI..JRCIIASE: Buyer offers to purchase the property on the above terms and
condition.
BU YER
Robert Olson
Buyer's Address (City , State , Zip) Buyer's Phone (HIW)
ACCEPTANCE or COUNTElk OFFER : Or, this date , , 2042 , 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
SELLER :
The City Pasco municipal corporation
of tile St IA of ashin _ ton .
By : ....:
l y C nE I If . ity Manager
Approved as 01'i I :
B
Leland B . Kerr, City Attorney
Seller's Address (City , State , Zip , Seller ' s Phone (ITIW)
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Debbie Clark
From : Toni Zunker
Sent : Wednesday, July 20 , 2011 9 : 44 AM
To . Debbie Clark
Subject: FW: Purchase & Sale Agreement Robert Olson
Attachments : Real Estate Purchase & Sale Agreement Robert Olson
A&C; 4 had a copy , which I' m forwardiiig just in. case you ' d like something for the vault .
1"o1ii
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