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HomeMy WebLinkAbout2007.07.23 Council Workshop Packet AGENDA PASCO CITY COUNCIL Workshop Meeting 7:00 p.m. July 23,2007 1. CALL TO ORDER 2. VERBAL REPORTS FROM COUNCILMEMBERS: 3. ITEMS FOR DISCUSSION: (a) Finance Division Report Presentation. (NO WRITTEN MATERIAL ON AGENDA) Presented by Jim Chase, Finance Manager. (b) Municipal Facility Workspace Needs Study: 1. Agenda Report from Gary Crutchfield, City Manager dated July 18, 2007, 2. Workspace Needs Study completed by CKJT Architects (Council packets only; copy available in Administrative & Community Services Director's office, the Pasco Library or on the city's website at www.ci.pasco.wa.us for public review). (c) Comprehensive Independent Utility Rate Study: 1. Agenda Report from Jim Chase, Finance Manager dated July 19, 2007. 2. PowerPoint Presentation Printout from HDR Engineering, Inc. (Council packets only; copy available at the Pasco Library for public review). (d) Purchase of Portion of West Brown Street and 28"'Avenue Parcel: 1. Agenda Report from Richard J. Smith, Community & Economic Development Director dated July 11,2007, 2. Location Map. 3. Commercial Real Estate Purchase and Sale Agreement. 4. OTHER ITEMS FOR DISCUSSION: (a) (b) (c) 5. EXECUTIVE SESSION: (a) (b) (c) 6. ADJOURNMENT. Reminders: 1. 4:00 p.m., Monday, July 23, Port of Benton — Hanford Area Economic Investment Fund Board Meeting. (COUNCILMEMBER MATT WATKINS,Rep.; JOE JACKSON,Alt.) 2. 7:30 a.m., Thursday, July 26, Holiday Inn — Tri-Cities Visitor & Convention Bureau Board Meeting. (COUNCILMEMBER MIKE GARRISON,Rep.; TOM LARSEN,Alt.) 3. 4:00 p.m., Thursday, July 26, TRAC Facility—Benton-Franklin District Board of Health Meeting. (COUNCILMEMBERS REBECCA FRANCIK and MATT WATKINS) 4. 4:00 p.m., Thursday, July 26, Three-Rivers Convention Center — TRIDEC Board Meeting. (COUNCILMEMBER MIKE GARRISON,Rep.; TOM LARSEN,Alt.) 5. 5:30 p.m., Thursday, July 26, 710 W. Court Street — Community Action Committee Meeting. (MAYOR JOYCE OLSON,Rep.; COUNCILMEMBER REBECCA FRANCIK, Alt.) 6. 7:30 a.m., Friday, July 27, Richland City Council Chambers — Hanford Communities Governing Board Meeting. (COUNCILMEMBER MIKE GARRISON,Rep.; JOE JACKSON, Alt.) AGENDA REPORT TO: City Council July 18, 2007 FROM: Gary Crutchfi anager Workshop Mtg.: 7/23/07 SUBJECT: Municipal Faci ity Workspace Needs Study I. REFERENCE(S): 1. Workspace Needs Study completed by CKJT Architects (Council packets only; copy available in Administrative & Community Services Director's office, the Pasco Library or on the city's website at www.ci.pasco.wa.us for public review). II. ACTION REQUESTED OF COUNCIL /STAFF RECOMMENDATIONS: 7/23: Discussion III. FISCAL IMPACT: To be determined IV. HISTORY AND FACTS BRIEF: A) The current municipal building on Third Avenue, particularly the Police Department, is full and cannot absorb much more staff growth. As the community grows, additional staff (particularly police) will be essential to maintain adequate service levels. The City Council authorized a municipal facility space needs study to be performed by CKJT Architects earlier this year; that report is now complete. Mr. Jim Taylor of the firm will present the content and conclusions of that study at the meeting. 3(b) AGENDA REPORT FOR: City Council July 19, 2007 Workshop Mtg.: July 23, 2007 TO: Gary Crutchfield, City Manager Stan Strebel, Administrative & Community Services Director FROM: Jim Chase, Finance Manager SUBJECT: Comprehensive Independent Utility Rate Study I. REFERENCE(S): 1. PowerPoint Presentation Printout from HDR Engineering, Inc. (Council packets only; copy available at the Pasco Library for public review) II. ACTION REQUESTED OF COUNCIL/STAFF RECOMMENDATIONS: 7/23: Presentation and Discussion III. FISCAL IMPACT: To be determined IV. HISTORY AND BRIEF FACTS: A) The City recently contracted with HDR Engineering, Inc. (HDR) to perform a comprehensive utility rate study. HDR has completed a preliminary analysis and will present the findings at the workshop meeting. The study indicates the utility rate revenue projections are adequate to cover projected expenses; except for the Stormwater utility. B) The Stormwater utility was formed in 1999 and has not been included in previous studies. The present rate is $1.80 per month and the resulting revenues have not been sufficient in covering operating costs and capital improvements to the system for the last several years. The major cost in the Stormwater management program is keeping the streets and gutters free of debris to allow rainwater easy access into the drainage system. The street sweepers are utilized during slack traffic times to accomplish this task with the added benefit of clean looking streets. The report presents several options for increasing Stormwater rates. C) It is also important to note the water consumption fee in the Water utility has remained at 54 cents per one hundred cubic feet since 1993. Approximately one half of billing revenues come from the monthly base rates and the other half from consumption charges. V. DISCUSSION: A) HDR is presenting three options for increasing Stormwater utility rates. 1) Increasing the monthly rate from$1.80 to$3.50 in 2008. 2) Increasing the monthly rate over the next three years, or 3) Increasing the monthly rate to 2.90 in 2008 and review rates in a few years. The commercial rate based on parking spaces and the acreage fee would also increase by the same percentage increases based on the option used. The Stormwater utility currently has a negative cash balance. Choosing option one would result in that situation being rectified in 2011. The other options would take longer. B) HDR is not making a recommendation regarding the water consumption fee. They recommend the City have discussions regarding a water conservation policy. Some cities use multiple tiers and rates depending on usage to assist in conservation efforts. Pasco's rate applies to all consumption. Page 10 of the presentation offers some indication of other local cities consumption rates. Those examples assume 1,000 cubic feet of water is used per month. Pasco's rate of 54 cents per 100 cubic feet (eco equates to $5.40. (Note: the City of Richland's consumption rate is $1.12 per ccf but includes the first 500 cubic feet as a part of their monthly base rate.) C) Mr. Torn Gould of HDR will be on hand to make the presentation to Council and answer questions. 3(c) AGENDA REPORT NO. 58 FOR: City Council Date: 07-11-07 TO: Gary Crutchfi y Manager Workshop: 07-23-07 Regular: 08-06-07 FROM: Richard J. Sm' h, Director Community & conomic Development SUBJECT: Purchase of Portion of West Brown Street & 28th Avenue Parcel 1. REFERENCE(S): A. Location Map B. Commercial Real Estate Purchase and Sale Agreement II. ACTION REQUESTED OF COUNCILLSTAFF RECOMMENDATIONS: 07-23-07 Discussion 08-06-07 Regular: MOTION: I move to approve the purchase of real property located on the southeast corner of North 281h Avenue and West Brown Street and authorize the City Manager to execute all documents necessary to effect the purchase. III. FISCAL IMPACT: $9,000 cash plus approximately $14,000 for construction of replacement parking. IV. HISTORY AND FACTS BRIEF: A. For the past several months the City has been working with business owners to improve access from Court Street to 28th Avenue, the location of automobile and recreational vehicle dealerships. B. The road needs to be widened in order to better accommodate the turning radius of large trucks used to haul vehicles and of RV's seeking to enter the area for service. C. Earlier this year the City acquired a vacant residence on the northwest corner of West Brown Street and North 26th Avenue. A portion of this property will be needed for an enhanced turning radius. V. DISCUSSION: A. The property in question is now utilized by the Plumbers Steamfitters Local Union # 558 as parking for their union hall located on the west side of 28th Avenue. B. Under the terms of the sales agreement, the City will pay $9,000 for the property, deed a portion of surplus right-of-way to the seller and construct parking to replace the spaces lost from the union hall parking lot. C. The City hopes to complete the entrance enhancement project by the end of this year. 3(d) qsw"4: �,�� w:� J,^ N co ' w CD C?1 1� �• "M a• r N CV } " ti a : LO 9 A 1 x r IF a. o ........—co CV ik r h a 5 ? Exhibit B 1 COMMERCIAL REAL ESTATE PURCHASE & SALE AGREEMENT 2 Date: July 3 d. 2007 3 The undersigned Buyer, City of Pasco, a Washington Municipal Corporation , agrees to buy 4 and Seller agrees to sell, on the following terms, the commercial real estate and all 5 improvements thereon (collectively, the "Property") commonly known as: a PORTION 6 (approximately 2,087 square feet in size) of a residential lot at the Southeast corner of 7 28" and W. Brown St. (Lot 6, Block 2. Sunny Acres) in the City of Pasco, Franklin County, 8 Washington, legally described on attached Exhibit 'A' and graphically depicted on Exhibit 'B'. 9 A full and complete legal description of the "PORTION" of Lot 6, Block 2, of Sunny Acres to be 10 conveyed, will be attached hereto upon completion of a survey. 11 12 1. PURCHASE PRICE. The total purchase price is: Nine Thousand Dollars ($9,000.00 ), 13 including the earnest money, payable as follows: 14 © All cash at closing, including the earnest money, with no financing contingency. 15 16 ®Other: In addition to the cash price set forth above, the Buyer shall deliver a deed to 17 Seller at Closing at no cost to Seller, for a parcel of land adjacent to property now owned 18 by the Seller, and which parcel is a vacated road right of way (hereinafter referred to as 19 Parcel 'B'), and shall construct at Buyer's cost the improvements specified in paragraph 20 4 of this Agreement. 21 22 Section 1031 Like-Kind Exchange. If either Buyer or Seller intends for this transaction to 23 be a part of a Section 1031 like-kind exchange, then the other party agrees to cooperate in 24 the completion of the like-kind exchange so long as the cooperating party incurs no 25 additional liability in doing so, and so long as any expenses (including attorneys fees and 26 costs) incurred by the cooperating party that are related only to the exchange are paid or 27 reimbursed to the cooperating party at or prior to closing. 28 29 2. EARNEST MONEY. Buyer agrees to deliver the earnest money in the amount of $1.000.00 30 in the form of a: ❑ Check © Promissory Note(CBA Form EMN) 31 If the Earnest Money is in the form of a Promissory Note, it shall be due no later than, 32 [X] Upon removal of the Inspection Contingencies in Section 5 below. ❑ days 33 after mutual acceptance. ❑ Other: 34 Buyer shall deliver the earnest money within© Two 2 days after mutual acceptance. 35 © Selling Licensee ❑ Closing Agent shall hold the earnest money. Selling Licensee may, 36 however, transfer the earnest money to Closing Agent. Buyer shall deliver the earnest 37 money no later than Two(2) days after mutual acceptance. 38 If the earnest money is to be held by Selling Licensee and is over $10,000.00, it shall be 39 deposited to a separate interest bearing trust account in Selling Licensee's name. The 40 interest, if any, shall be credited at closing to Buyer whose Social Security or taxpayer ID 4.1 Number is: N/A If this sale fails to close, whoever is entitled to the earnest money 42 is entitled to interest. 43 Selling Licensee shall deposit any check to be held by Selling Licensee within one business 44 day after receipt. Buyer agrees to pay financing and purchase costs incurred by Buyer. If all 45 or part of the earnest money is to be returned to Buyer and any such costs remain unpaid, Commercial Real Estate Purchase&Sale Agreement Page 1 of 12 46 Selling Licensee may deduct and pay them from the earnest money. Unless otherwise 47 provided in this Agreement, the earnest money shall be applicable to the purchase price and 48 shall be non-refundable except where a condition to Buyer's obligation under this Agreement 49 is not satisfied through no fault of Buyer. 50 3. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this 51 Agreement: 52 Exhibit A - Legal Description 53 Exhibit B -Graphical depiction of Property 54 [X] Earnest Money Promissory Note, CBA Form EMN 55 ❑ FIRPTA Certification, CBA Form 22E 56 ❑ Other: _ 57 - - 58 4. CONTINGENCIES, COVENANTS AND CONDITIONS. 59 This Agreement is subiect to the following contingencies: 60 61 (a) Buyer's ability to secure and deliver to Seller at Closing, a marketable title for Parcel 'B'. 62 (b) Buyer shall provide plans and specifications for the proposed road re-alignment and re- 63 configuration of Lot 6, Block 2, of Sunny Acres (the re-configured lot is to be retained by 64 Seller), providing for no net loss of available parking spaces available to Seller, including 65 that parking available on the Property conveyed by the Buyer to the Seller. 66 67 This Agreement is subiect to the following covenants and conditions: 68 69 (c) The Property is to be utilized for a road right-of-way, as per the plans and specifications 70 to be developed by the Buyer, and as generally depicted on Exhibit'B'. 71 (d) The Buyer shall provide and pay for all design work, building permits and all physical 72 construction, including demolition of existing improvements, and installation of the proposed 73 new improvements (primarily, but not limited to asphalt paving, concrete curbs and gutters, 74 and re-striping of parking lots on both re-configured Lot 2 and Parcel 'B'). All parking lot 75 improvements shall be constructed in accordance with all City of Pasco building codes and 76 specifications and the International Building Codes (IBC). All new asphalt shall be installed 77 in a sufficient thickness to meet commercial development standards. Buyer shall provide a 78 paved entrance (curb cut) to the parking lot sufficient to provide vehicular access to the lot. 79 (e) Buyer shall commence the proposed construction within ninety (90) days of the date of 80 Closing, and shall work diligently to complete all such work within six (6) months from 81 commencement of construction, except for delays which may be due to circumstances 82 beyond Buyer's control (ie: acts of God, labor disputes, war, etc). 83 (f) Except for pro-rations of taxes and insurance, the Buyer shall pay all costs of sale for 84 Buyer and Seller, including, but not limited to: surveys, title insurance, boundary line 85 adjustments, dedication deeds, escrow / closing agent fees, and recordation of documents 86 necessary to effect transfer(s) of title. 87 (g) Any covenants set forth herein, which are to be performed or completed after Closing, 88 shall survive Closing and shall be binding upon and shall inure to the benefit of the parties, 89 their heirs, assigns, or successors in interest, as those interests may appear. 90 91 5. INSPECTION CONTINGENCY. Buyer may terminate this Agreement and Buyer shall 92 receive a refund of the earnest money if Buyer gives written notice to Seller within Forty-five 93 L45h days of mutual acceptance of this Agreement stating that Buyer is dissatisfied in 94 Buyer's sole and absolute discretion, concerning any aspect of the Property, including 95 without limitation, its physical condition; the presence of or absence of any hazardous Commercial Real Estate Purchase & Sale Agreement Page 2 of 12 96 substances; the contracts and leases affecting the property; the potential financial 97 performance of the Property; the availability of government permits and approvals; and the 98 feasibility of the Property for Buyer's intended purpose. 99 (a) Books, Records, Leases, Agreements. Seller shall make available for inspection by 100 Buyer and its agents as soon as possible but no later than ten (10) days after mutual 101 acceptance of this Agreement all documents available to Seller relating to the ownership, 102 operation, renovation or development of the Property, including without limitation: 103 statements for real estate taxes, assessments, and utilities; property management 104 agreements, service contracts, and agreements with professionals or consultants entered 105 into by the Seller or any predecessor in title to the Seller; leases of personal property or 106 fixtures; leases or other agreements relating to occupancy of all or a portion of the Property 107 and a schedule of tenants, rents, and deposits; plans, specifications, permits, applications, 108 drawings, surveys, studies and maintenance records; and accounting records and audit 109 reports. Buyer shall determine within the contingency period stated in the preceding 110 introductory paragraph whether it wishes and is able to assume, as of closing, all of the 111 foregoing leases, contracts, and agreements which have terms extending beyond closing. 112 Buyer shall be solely responsible for obtaining any required consents to such assumption. 113 Seller shall transfer the leases, contracts and agreements as provided in Section 17 of this 114 Agreement. 115 (b) Access. Seller shall permit Buyer and its agents, at Buyer's sole expense and risk to 116 enter the Property at reasonable times after legal notice to tenants, to conduct inspections 117 concerning the Property and improvements, including without limitation, the structural 118 condition of improvements, hazardous materials (limited to a Phase I audit only), pest 119 infestation, soils conditions, sensitive areas, wetlands, or other matters affecting the 120 feasibility of the Property for Buyer's intended use_ Buyer shall schedule any entry onto the 121 Property with Seller in advance. Buyer shall not perform any invasive testing or contact the 122 tenants without obtaining the Seller's prior written consent, which shall not be unreasonably 123 withheld. Buyer shall restore the Property and improvements to the same condition they 124 were in prior to inspection. Buyer agrees to indemnify and defend Seller from all liens, costs, 125 claims, and expenses, including attorneys' and experts' fees, arising from or relating to entry 126 onto or inspection of the Property by Buyer and its agents. This agreement to indemnify and 127 defend Seller shall survive closing. Buyer may continue to enter the Property and interview 128 tenants in accordance with the foregoing terms and conditions after removal or satisfaction 129 of the inspection contingency only for the purpose of resale, leasing or to satisfy conditions 130 of financing. 131 132 G. TITLE INSURANCE. 133 (a) Title Report. Seller authorizes Lender and Listing Agent, Selling Licensee or Closing 134 Agent, at Seller's expense, to apply for and deliver to Buyer a © standard ❑ extended 135 (standard, if not completed) coverage owner's policy of title insurance. If an extended 136 coverage owner's policy is specified, Buyer shall pay the increased costs associated with 137 that policy, including the excess premium over that charged for a standard coverage policy, 138 and the cost of any survey required by the title insurer. In the event the Seller is unable to 139 deliver a marketable title at closing, Seller shall reimburse the Buyer for the actual cost 140 (if any) of a survey required by title insurer, not to exceed ($ N/A ) Dollars . The title report 141 shall be issued by Benton-Franklin Title Companv. 142 (b) Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title 143 commitment or any supplemental report within ten (10) days after receipt of such 144 commitment or supplement. This Agreement shall terminate and Buyer shall receive a Commercial Real Estate Purchase &Sale Agreement Page 3 of 12 145 refund of the earnest money, less any costs advanced or committed for Buyer, unless (a) 146 within ten (10) days of Buyer's notice of such objections, Seller agrees to remove all 147 objectionable provisions, or (b) within -fifteen (15) days after Buyer's notice of such 148 objections, Buyer notifies Seller in writing that it waives any objections which Seller does not 149 agree to remove. The closing date shall be extended to the extent necessary to permit time 150 for these notices. Those provisions not objected to or for which Buyer waived its objections 151 shall be referred to collectively as the "Permitted Exceptions." The title policy shall contain 152 no exceptions other than the General Exclusions and Exceptions common to such form of 153 policy and the Permitted Exceptions. 154 7. CLOSING OF SALE. This sale shall be closed within Thirty (30) days after satisfaction or 155 waiver of all contingencies, but in any event no later than October 15. 2007 ("closing") by 156 Benton-Franklin Title & Escrow ("Closing Agent"). Buyer and Seller will, immediately on 157 demand, deposit with Closing Agent all instruments and monies required to complete the 158 purchase in accordance with this Agreement. "Closing" shall be deemed to have occurred 159 when all documents are recorded and the sale proceeds are available to Seller. Time is of 160 the essence in the performance of this Agreement. 161 162 8. CLOSING COSTS. Buyer shall pay the excise tax and premium for the owner's standard 163 coverage title policy. Buyer shall pay the escrow fees. Real and personal property taxes 164 and assessments payable in the year of closing; rents on any existing tenancies; interest; 165 mortgage reserves; utilities; and other operating expenses shall be pro-rated as of closing. 166 Buyer shall pay all costs of financing including the premium for the lender's title policy. 167 Security, cleaning, and any other unearned deposits on tenancies, and remaining mortgage 168 or other reserves shall be assigned to Buyer at closing. The real estate commission is due 169 on closing or upon Seller's default under this Agreement, whichever occurs first, and neither 170 the amount nor due date thereof can be changed without Listing Agent's written consent. 171 (a)Unpaid Utility Charges. Buyer and Seller WAIVE the right to have the Closing Agent 172 disburse closing funds necessary to satisfy unpaid utility charges affecting the Property 173 pursuant to RCW 60.80. If "do not waive" is checked, then attach CBA Form UA ("Utility 174 Charges"Addendum). If neither box is checked, then the "do not waive" option applies. 175 176 9. POST-CLOSING ADJUSTMENTS, COLLECTIONS, AND PAYMENTS. After closing, 177 Buyer and Seller shall reconcile the actual amount of revenues or liabilities upon receipt or 178 payment thereof to the extent those items were prorated or credited at closing based upon 179 estimates. Any bills or invoices received by Buyer after closing which relate to services 180 rendered or goods delivered to the Seller or the Property prior to closing shall be paid by 181 Seller upon presentation of such bill or invoice. At Buyer's option, Buyer may pay such bill or 182 invoice and be reimbursed the amount paid plus interest at the rate of 12% per annum 183 beginning fifteen (15) days from the date of Buyer's written demand to Seller for 184 reimbursement until such reimbursement is made. Rents collected from each tenant after 185 closing shall be applied first to rentals due most recently from such tenant for the period 186 after closing, and the balance shall be applied for the benefit of Seller for delinquent rentals 187 owed for a period prior to closing. The amounts applied for the benefit of Seller shall be 188 turned over by Buyer to Seller promptly after receipt. 189 190 10, OPERATIONS PRIOR TO CLOSING. Prior to closing, Seller shall continue to operate the 191 Property in the ordinary course of its business and maintain the Property in the same or 192 better condition than as existing on the date of mutual acceptance of this Agreement, but Commercial Real Estate Purchase&Sale Agreement Page 4 of 12 193 shall not be required to repair material damage from casualty except as otherwise provide in 194 this Agreement. Seller shall not enter into or modify existing rental agreements or leases 195 (except that Seller may modify or terminate residential rental agreements or leases in the 196 ordinary course of its business), service contracts, or other agreements affecting the 197 Property which have terms extending beyond closing without first obtaining Buyer's consent, 198 which shall not be unreasonably withheld. 199 200 11. POSSESSION. Buyer shall be entitled to possession, subject to existing tenancies (if any), 201 on date of closing. 202 12. SELLER'S REPRESENTATIONS. Seller represents to Buyer that, to the best of Seller's 203 knowledge, each of the following is true as of the date hereof and shall be true as of closing: 204 (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its 205 obligations under the Agreement. 206 (b) All books, records, leases, agreements and other items delivered to Buyer pursuant to 207 this Agreement are accurate and complete. 208 (c) The Property and the business conducted thereon comply with all applicable laws, 209 regulations, codes and ordinances. 210 (d) Seller has all certificates of occupancy, permits, and other governmental consents 211 necessary to own and operate the Property for its current use. 212 (e) There is no pending or threatened litigation which would adversely affect the Property or 213 Buyer's ownership thereof after closing. 214 (t) There are no covenants, conditions, restrictions, or contractual obligations of Seller which 215 will adversely affect Buyer's ownership of the Property after closing or prevent Seller from 216 performing its obligations under the Agreement, except as disclosed in the preliminary 217 commitment for title insurance or as otherwise disclosed to Buyer in writing prior to the end 218 of the inspecting contingency stated in Section 5 above_ 219 (g) There is no pending or threatened condemnation or similar proceedings affecting the 220 Property, and except as otherwise disclosed in the preliminary commitment for title 221 insurance as or otherwise disclosed to Buyer in writing prior to closing, the Property is not 222 within the boundaries of any planned or authorized local improvement district. 223 (h) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes 224 (other than real and personal property taxes and assessments described in Section 8 225 above) attributable to the period prior to closing which, if not paid, could constitute a lien on 226 Property (including any personal property), or for which Buyer may be held liable after 227 closing. 228 (i) Seller represents that, to the best of Seller's knowledge, there are no pending or 229 threatened notices of violation of building, zoning, or land use codes applicable to the 230 Property. 231 0) Seller is not aware of any concealed material defects in the Property except: None 232 unless specifically set forth on a separate Exhibit by Seller) 233 Seller makes no representations or warranties regarding the Property other than those 234 specified in this Agreement; Buyer otherwise takes the Property "AS IS," and Buyer shall 235 otherwise rely on its own pre-closing inspections and investigations. 236 237 13. HAZARDOUS SUBSTANCES. Except as disclosed to or known by Buyer prior to the 238 satisfaction or waiver of the inspection contingency stated in Section 5 above, Seller Commercial Real Estate Purchase & Sale Agreement Page 5 of 12 239 represents to Buyer that, to the best of its knowledge: (i) there are no Hazardous 240 Substances (as defined below) currently located in, on, or under the Property in a manner or 241 quantity that presently violates any Environmental Law (as defined below); (ii) there are no 242 underground storage tanks located on the Property; and (iii) there is no pending or 243 threatened investigation or remedial action by any governmental agency regarding the 244 release of Hazardous Substances or the violation of Environmental Law at the Property. As 245 used herein, the term "Hazardous Substances" shall mean any substance or material now or 246 hereafter defined or regulated as a hazardous substance, hazardous waste, toxic 247 substance, pollutant, or contaminant under any federal, state, or local law, regulation, or 248 ordinance governing any substance that could cause actual or suspected harm to human 249 health or the environment ("Environmental Law"). The term "Hazardous Substances" 250 specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos. 251 252 14. PERSONAL PROPERTY. 253 (a) This sale includes all right, title and interest of Seller to the following tangible personal 254 property: © None ❑ That portion of the personal property located on and used in 255 connection with the Property, which Seller will itemize in an Addendum to be attached to this 256 Agreement within ten (10) days of mutual acceptance (None, if not completed). The value 257 assigned to the personal property shall be the amount agreed upon by the parties and, if 258 they cannot agree, the County-assessed value if available, and if not available, the fair 259 market value determined by an appraiser selected by the Listing Agent and Selling 260 Licensee. Seller warrants title to, but not the condition of, the personal property and shall 261 convey it by bill of sale. Buyer shall pay any sales or use tax arising from the transfer of the 262 personal property. 263 (b) In addition to the leases, contracts and agreements assumed by Buyer pursuant to 264 Section 5a above, this sale includes all right, title and interest of Seller to the following 265 intangible property now or hereafter existing with respect to the Property including without 266 limitation: all rights-of-way, rights of ingress or egress or other interests in, on, or to, any 267 land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, 268 abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, 269 plans, specifications and other architectural or engineering work product; all governmental 270 permits, certificates, licenses, authorizations and approvals; all utility, security and other 271 deposits and reserve accounts made as security for the fulfillment of any of Seller's 272 obligations; any name of or telephone numbers for the Property and related trademarks, 273 service marks or trade dress; and guaranties, warranties or other assurances of 274 performance received. 275 276 15. CONDEMNATION AND CASUALTY. Buyer may terminate this Agreement and obtain a 277 refund of the earnest money, less any costs advanced or committed for Buyer, if 278 improvements on the Property are destroyed or materially damaged by casualty before 279 closing, or if condemnation proceedings are commenced against all or a portion of the 280 Property before closing. 281 282 16. FIRPTA - TAX WITHHOLDING AT CLOSING. Closing Agent is instructed to prepare a 283 certification (CBA or NWMLS f=orm 22E, or equivalent) that Seller is not a "foreign person" 284 within the meaning of the Foreign Investment in Real Property Tax Act. Seller agrees to sign 285 this certification. If Seller is a foreign person, and this transaction is not otherwise exempt Commercial Real Estate Purchase&Sale Agreement Page 6 of 12 286 from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the 287 Internal Revenue Service. 288 289 17. CONVEYANCE. Title shall be conveyed by a Statutory Warranty Deed, subject only to the 290 Permitted Exceptions. If this Agreement is for conveyance of Seller's vendee's interest in a 291 Real Estate Contract, the Statutory Warranty Deed shall include a contract vendee's 292 assignment sufficient to convey after acquired title. At closing, Seller and Buyer shall 293 execute and deliver to Closing Agent CBA Form No. PS-AS Assignment and Assumption 294 Agreement transferring all leases, contracts and agreements assumed by Buyer pursuant to 295 Section 5a and all intangible property transferred pursuant to Section 14b, 296 18. NOTICES AND COMPUTATION OF TIME. Unless otherwise specified, any notice required 297 or permitted in, or related to, this Agreement (including revocations of offers and 298 counteroffers) must be in writing. Notices to Seller must be signed by as least one Buyer 299 and must be delivered to Seller and Listing Agent. A notice to Seller shall be deemed 300 delivered only when received by Seller, Listing Agent, or the licensed office of Listing Agent, 301 Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer and 302 Selling Licensee. A notice to Buyer shall be deemed delivered only when received by Buyer, 303 Selling Licensee, or the licensed office of Selling Licensee. Selling Licensee and Listing 304 Agent have no responsibility to advise a party of their receipt of a notice beyond either 305 phoning the party, or causing a copy of the notice to be delivered to the party's address on 306 this Agreement. Buyer and Seller must keep Selling Licensee and Listing Agent advised of 307 their whereabouts to receive prompt notification of receipt of a notice. 308 Unless otherwise specified in this Agreement, any period of time in this Agreement shall 309 begin the day after the event starting the period and shall expire at 5:00 p.m. Pacific time of 310 the last calendar day of the specified period of time, unless the last day is a Saturday, 311 Sunday or legal holiday as defined in RCW 1.16.050, in which case the specified period of 312 time shall expire on the next day that is not a Saturday, Sunday or legal holiday. Any 313 specified period of five (5) days or less shall not include Saturdays, Sundays or legal 314 holidays. 315 316 19. AGENCY DISCLOSURE. At the signing of this Agreement, Selling Licensee E. A. `Rusty' 317 Morse / Coldwell Banker Commercial — Adams Realty represented the Buyer. The Listing 318 Agent NIA represented N/A . 319 If Selling Licensee and Listing Agent are different salespersons affiliated with the same 320 Broker, then Seller and Buyer confirm their consent to Broker acting as a dual agent. If 321 Selling Licensee and Listing Agent are the same person representing both parties, then 322 Seller and Buyer confirm their consent to that person and his/her Broker acting as dual 323 agents. If Selling Licensee, Listing Agent or their Broker are dual agents, then Seller and 324 Buyer consent to Selling Licensee, Listing Agent and their Broker being compensated based 325 on a percentage of the purchase price or as otherwise disclosed on an attached addendum. 326 Buyer and Seller, by their execution of this Agreement, confirm receipt of the pamphlet 327 entitled "The Law of Real Estate Agency." 328 329 20. ASSIGNMENT. Buyer©may ❑ may not (may not, if not completed) assign this 330 Agreement, or Buyer's rights hereunder, without Seller's prior written consent, unless 331 provided otherwise herein. Commercial Real Estate Purchase & Sale Agreement Page 7 of 12 332 333 21. DEFAULT AND ATTORNEY'S FEE. In the event Buyer fails, without legal excuse, to 334 complete the purchase of the Property, then (check one): 335 © that portion of the earnest money which does not exceed five percent (5%) of the 336 purchase price shall be kept by Seller as liquidated damages (subject to Seller's obligation 337 to pay certain costs or a commission, if any) as the sole and exclusive remedy available to 338 Seiler for such failure; or 339 ❑ Seller may, at its option, (a) keep as liquidated damages all of the earnest money 340 (subject to Seller's obligation to pay certain costs or a commission, if any) as the sole and 341 exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's 342 actual damages, (c) bring suit to specifically enforce this Agreement and recover any 343 incidental damages, or (d) pursue any other rights or remedies available at law or equity. 344 If Buyer or Seller institutes suit concerning this Agreement, the prevailing party is entitled to 345 reasonable attorneys' fees and expenses. In the event of trial, the court shall fix the amount 346 of the attorney's fee. The venue of any suit shall be the county in which the Property is 347 located, and the laws of the state where the Property is located shall govern this Agreement. 348 349 22. MISCELLANEOUS PROVISIONS. 350 (a) Complete Agreement. The Agreement and any addenda and exhibits to it state the 351 entire understanding of-Buyer and Seller regarding the sale of the Property. There are no 352 verbal or written agreements that modify or affect the Agreement. 353 (b) No Merger. The terms of the Agreement shall not merge in the deed or other 354 conveyance instrument transferring the Property to Buyer at closing. The terms of this 355 Agreement shall survive closing. 356 (c) Counterpart Signatures. The Agreement may be signed in counterpart, each signed 357 counterpart shall be deemed an original, and all counterparts together shall constitute one 358 and the same agreement. 359 (d) Facsimile Transmission. Facsimile transmission of any signed original document, and 360 retransmission of any signed facsimile transmission, shall be the same as delivery of an 361 original. At the request of either party, or the Closing Agent, the parties will confirm facsimile 362 transmitted signatures by signing an original document. 363 364 23.ACCEPTANCE; COUNTEROFFERS. Seller has until 5:00 pm PST on July 61h , 2007 to 365 accept this offer, unless sooner withdrawn. If this offer is not timely accepted, it shall lapse 366 and the earnest money shall be refunded to Buyer. If either party makes a future 367 counteroffer, the other party shall have until 5*00 p.m. on the second business day following 368 its receipt to accept the counteroffer, unless sooner withdrawn. If the counteroffer is not 369 timely accepted or countered, this Agreement shall lapse and the earnest money shall be 370 refunded to the Buyer. No acceptance, offer or counteroffer from the Buyer is effective until 371 the Seller, the Listing Agent or the licensed office of the Listing Agent receives a signed 372 copy. No acceptance, offer or counteroffer from the Seller is effective until the Buyer, the 373 Selling Licensee or the licensed office of the Selling Licensee receives a signed copy_ 374 24. INFORMATION TRANSFER. In the event this Agreement is terminated, Buyer agrees to 375 deliver to Seller within ten (10) days of Seller's written request copies of all materials 376 received from Seller and any plans, studies, reports, inspections, appraisals, surveys, Commercial Real Estate Purchase & Sale Agreement Page 8 of 12 377 drawings, permits, application or other development work product relating to the Property in 378 Buyer's possession or control as of the date this Agreement is terminated. 379 380 25. CONFIDENTIALITY. Until and unless closing has been consummated, Buyer will treat all 381 information obtained in connection with the negotiation and performance of this Agreement 382 as confidential (except for any information that Buyer is required by law to disclose and then 383 only after giving Seller written notice at least three (3) days prior to the disclosure) and will 384 not use or knowingly permit the use of any confidential information in any manner 385 detrimental to Seller. 386 26. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT. Seller agrees to sell the 387 Property on the terms and conditions herein. The Buyer shall pay a commission to Selling 388 Broker in accordance with the terms of a separate agreement with Selling Broker. If the 389 .earnest money is retained as liquidated damages, any costs advanced or committed by 390 Listing Agent or Selling Licensee for Buyer or Seller shall be reimbursed or paid from the 391 earnest money, and the balance shall be paid one-half to Seller and one-quarter each to 392 Selling and Listing Licensees, or as otherwise specified in the Listing Agreement or co- 393 brokerage agreement. In any action by Listing Agent or Selling Licensee to enforce this 394 Section, the prevailing party is entitled to reasonable attorneys' fees and expenses. Neither 395 Listing Agent nor Selling Licensee are receiving compensation from more than one party to 396 this transaction unless disclosed on an attached addendum, in which case Buyer and Seller 397 consent to such compensation. The Property described in attached Exhibit 'A', is 398 commercial real estate. Notwithstanding Section 25 above, the pages containing this 399 section, the parties' signatures and an attachment describing the Property may be recorded. 400 401 27. LISTING AGENT AND SELLING LICENSEE DISCLOSURE. EXCEPT AS OTHERWISE 402 DISCLOSED IN WRITING TO BUYER OR SELLER, THE SELLING LICENSEE, LISTING 403 AGENT, AND BROKERS HAVE NOT MADE ANY REPRESENTATIONS OR 404 WARRANTIES CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S 405 OR SELLER'S FINANCIAL STRENGTH, OR THE PROPERTY, INCLUDING WITHOUT 406 LIMITATION, THE PROPERTY'S ZONING, COMPLIANCE WITH APPLICABLE LAWS 407 (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR 408 HAZARDOUS MATERIALS. SELLER AND BUYER ARE EACH ADVISED TO SEEK 409 INDEPENDENT LEGAL AND TAX ADVICE ON THESE AND OTHER MATTERS RELATED 410 TO THIS AGREEMENT. 411 412 Buyer: City of Pasco a Washington Municipal Corporation 413 414 By: Date: , 2007 415 Its: 416 417 Office Phone: 509-545-3441 Cell Fax No. 509-545-3499 418 Print Buyer's Name: City of Pasco. a Washington Municipal Corporation 419 Buyer's Address: P. O. Box 293 / Pasco, WA. 99301 420 421 Selling Office: Coldwell Banker_Commercial Adams Realty Commercial Real Estate Purchase & Sale Agreement Page 9 of 12 422 Office Phone: (509) 783-1394 Other Phone: (509) 737-3021 Fax No. (509) 737-3070 423 Address: 88,36aageplyd. /Suite 201-B/ Kennewick WA. 99336 424 By: Print Name E. A. 'Rum' Morse 425 426 Acceptance/Counteroffer: 427 428 Subject to Seller's counteroffer or modifications, if any, Seller agrees to sell the Property on the 429 terms and conditions specified herein. Seller acknowledges receipt of a copy of this Agreement, 430 signed by both parties. ❑ Seller's counteroffer and/or modifications are hereby made a part of 431 this Agreement. Buyer shall have until , 2007, unless sooner withdrawn, 432 within which to accept Seller's counteroffer or modifications hereto. Acceptance shall not be 433 effective until an executed copy is actually received by Seiler or delivered to the office of the 434 Listing Agent. 435 436 Seller: Plumbers and Steamfitters Local Union #598 437 438 By: Date 439 �. r Its: 440 000r 10" 441 Home Phone: Office Phone: Fax No. 442 Print Seller's Name: 443 Seller's Address: 444 445 28. BUYER'S RECEIPT. Buyer acknowledges receipt of a Seller signed copy of this 446 Agreement, on , 2007. 447 448 Buyer: Buyer: 449 Commercial Real Estate Purchase&Sale Agreement Page 10 of 12 450 451 Exhibit 'A' 452 Legal Description 453 454 455 A PORTION of Lot 6, Block 2, Sunny Acres, as recorded in plats of Franklin County. 456 (Graphically depicted on Exhibit 'B') 457 Tax Parcel # 119-342-159 458 459 460 461 462 463 464 465 466 467 468 469 470 471 472 473 474 475 476 477 478 479 480 481 482 483 484 485 486 487 488 Commercial Real Estate Purchase&Sale Agreement Page 11 of 12 489 EXHIBIT `B' 120 ,ue � �� r Il CYI I C 'O» Cn Uj � b f I i I 490 Commercial Real Estate Purchase &Sale Agreement Page 12 of 12 Coldwell Banker Commercial I Adams Realtf Copyright 1999-2005 Comm real Brokers Association 10 � 8836 W Gage Blvd, Suite 201-B All Rights Reserved Kennewick,WA 99336 Phone: (509) 783-1394 CBA Form No.EMN Fax: (509)735-2478 Earnest Money PramiRev.12199 Page 1 of 1 EARNEST MONEY PROMISSORY NOTE CBA Text Disclaimer. Text deleted by licensee indicated by strike.New text inserted by licensee indicated by small capital letters $ 1,000.00 Place: Paasco. Wa. Date: July 2007 FOR VALUE RECEIVED, the undersigned ("Buyer') agrees to pay to the order of Coldwell Banker Commercial-Adams Realty the sum of One Thousand Dollars($1.000) as follows: ❑ days (3 days if not tilled in) following mutual acceptance of the Purchase Agreement (as defined below). ® Upon satisfaction or waiver of the feasibility contingency stated in the Purchase Agreement. ❑ Other This Note is evidence of the obligation to pay earnest money under the Purchase and Sale Agreement (the "Purchase Agreement") between the Buyer and Plumbers & Steamfitters Local #598 ("Seller')dated July 3, 2007 for the property located at: the SEC and the NEC of 29 & Brown in Pasco. WA. Buyers failure to pay the earnest money strictly as above shall constitute default on said Purchase Agreement as well as on this Note. If this Note shall be placed in the hands of an attorney for collection, or if suit shall be brought to collect any of the balance due on this Note, Buyer promises to pay a reasonable attorney's fee as fixed by the Court, and all court and collection costs. This Note shall bear interest at the rate of twelve percent (12%) per annum after default. BUYER: By: Name/Title: