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HomeMy WebLinkAbout2446 Resolution RESOLUTION NO. A RESOLUTION authorizing the sale of certain surplus real property at Sun Willows Business Park. WHEREAS, the commercial lands comprising the Sun Willows Business Park, situated between the Sun Willows Golf Course and North 20'h Avenue, are surplus to the present and future needs of the City; and WHEREAS,the nature and scale of development of the lands within Sun Willows Business Park is of primary concern to the City Council in assuring the long-term quality of development and associated improvement of the City's tax base; and WHEREAS, sale of parcels within the Sun Willows Business Park can best fulfill the City's objectives if accomplished through negotiated sales to include appropriate terms and conditions regarding the nature, scale, and timing of development; and WHEREAS, two local law firms, known as McKinlay&Hultgren, and Kuffel, Klashke & Shea,have agreed to terms and conditions for its purchase and development of approximately 0.85 acres at the northwest corner of Sun Willows Boulevard and St. Andrews Loop for a law office housing the two firms, such terms and conditions being appropriate to fulfill the City's objectives; NOW, THEREFORE THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON DO RESOLVE AS FOLLOWS: 1. That the sale of appriximately 0.85 acres of surplus real property at the northwest corner of Sun Willows Boulevard and St. Andrews Loop to the law firms of McKinlay &Hultgren, and Kuffel, Klashke & Shea,be approved subject to all terms and conditions in the attached Purchase and Sale Agreement. 2. The the City Manager is hereby authorized execute all documents necessary to effect the sale of the property in accordance with the Purchase and Sale Agreement. Passed by the City Council of the city of Pasco, at a regular meeting this 5th day of April, 1999. City of asco: Charles D. Kilbury, Ma or Attest: Catherine D. Seaman, Deputy City Clerk Approv To Form: Leland B. Ken, City Attorney 7 L22J VAJ1 % • �GIZ! (^4�1Y�'! t.�JJ lH'f l7 frJ • P.O. SOX 588 • 118 N, 5th • PASCO, WA 99301.0588 e (500) 545-0450 • FAX (509) 545-0454 PURCHASE AND SALE AGREEMENT THIS CONTRACT CONTROLS THE TERMS OF SALE OF THE PROPERTY READ CAREFULLY BEFORE SIGNING PAGE d�E Date /�-�'�YvA 19 The undersigned Purchaser, ��1`'r. �vr4 agrees to purchase and the undersi ned Seller agrees to sell,on the following terms and conditions,the property commonly known as v r+ a t r31 S . d t-3r�at 1.aa r /+n+ County, Washington,and legally de3cribed as follows: �Of 3 /6/+1f�/Mp 5i /4/4H Li 9•�! (Purchaser and Seller irrevocably authorize Broker to insert,attach,or correct the legal description of the property.) 1. EARNEST MONEY. Boston Real Estate Associates(Broker)acknowledges receipt from Purchaser o SZ o0 0. a a in the form of checks for S,Soo.oy_rack , note for S ...1--- , other 1' S --~ , as earnest money. Broker stall deposit any check given as earnest money only after mutual acceptance.of this Agreement, Earnest money in excess of S5,000.00 shall be deposited with the closing agent. (5,7�•e+l a'rw+w. '°""'i '��° �1 v+Mel >te r�r 2. PURCHASE PRICE.. The Purchase Price is One. lt IJJAHd t1HdL k° !Qe �~" Dollars S Q cob ,Oo , including earnest money receipted herein, PAYABLE IN CASH AT LOSING, unless otherwise specified in this Agreement. Purchaser represents that Purchaser has available SUFFICIENT FUNDS TO CLOSE this sale in accordance with this Agreement and is not relying upon any contingent source of such funds unless otherwise expressly set forth herein, 3, A49 Any of laclu ttached floor ht fixtures and bulbs; attached television antennas; satellite dish and e i , ow and doo creeps; storm windows and doors; p cal; mechanical, heating,ventil r conditioning fixtures and systems andscaping;built-in appliances;window treatments;garag transmitters; irrigation pumps,fixtures and equipment dislnvn_sher, tras r; security system; other range; stove; Alt leased and/or r ct:s and othe 4. UTILITIES,PROPERTY CONDITION. Seller rppresents that to the best of SeIler's knowledge: (1) th t the property is connccM to '. ublicicommunity/private water' system; }Jo wt:11, irrigation system, �public sewei, Noseptic system, -- othe (,) t pou:acsi"; (4) that Seller has no notice of any liens to be assessed against the property;(5) that Seller will maintain the property i present condition until"Purchaser is entitled to possession.; (5) that Seller has no notice from any governmental agency of an. violation of lams relating to the subject property;the only exception to the foregoing is as follows: No h e, 5. PURCHASER AND SELLER ACKNOWLEDGMENTS. Purchaser and Seller each agree and acknowledge that pendent leg. Associate herein are not licensed to practice law and cannot give legal advice. The parties are advised to seek independent leg, financial, and taY counsel concerning this Agreement and the terms and provisions of any Note, Deed of Trust, Real Estate Contras or any other contract prepared in connection with this Agreement. The parties further ackn6viedge that the Broker/Broker Associa is functioning solely as a property marketer and not as a building or construction expert, or as a technical or environmental advisor any kind with regard to the land, structure, or component systems of the improvement being purchased.. Parties to this transactic may, and it is recommended that they do, conduct or have conducted in their behalf whatever inspections they deem im ta pornt necessary to their interests prior to the closing of the sale, The parties also acknowledge that,the Broker herein does not guarmitee warrant the property, its integrity, or its functioning. Purchaser initials / b Seller initials PAGE fw¢. 6. CLOSING. This sale shall be closed on 19 at ri - Aram Gljn 2/! 6M a ky . "Closing" means the date on which all documents are recorded and the sale proceeds are available for disbursement to Seller. Purchaser,.and Seller shall deposit with dosing agent all documents and monies required to complete the sale in accordance with this Agreement. 7. POSSESSION. Purchaser shall be entitled to possession on 3. CONDITION OF TITLE. Unless otherwise specified in this Agreement;title to the property shall be marketable at closing Rights, reservations, covenants, conditions, and resttictions, presently of record, easements and encroachments not materially affecting the value or unduly interfering with the Purchaser's stated intended use of the property, shall not be deemed to render title unmarketable. Encumbrances to be discharged by Seller may be paid out of Seller's proceeds at closing. Unless otherwise specified in this Agreement, title shall be conveyed by Statutory Warranty Deed free of encumbrances or defects other than those not inconsistent with this Agreement. 9. TITLE INSURANCE. Seller agrees to provide a standard form owner's policy of title insurance, with homeowner's additional protection and inflation protection endorsements, if applicable and available at'no additional cost, to be issued by _!�5;,/,- Ydiskf n f,fk e rA . Said title policy shall contain no exceptions other than those'provided for in said standard form and those not inconsistent with this Agreement. If title is not so insurable and cannot be made so insurable prior to closing or termination, Purchaser may elect either to waive such encumbrances or defects, or to terminate this Agreement and receive a refund of the earnest,nioney. 10. CLOSING COSTS AND PRORATIONS. Purchaser and Seller shall each pay one-half of the escrow closing-fee,unless otherwise required by VA or FHA regulations.' Taxes for the current year, installments on assessments and insurance premiums(if these items are assumed by Purchaser), rents, interest,; homeowner's association or condominium dues for the current period shall be prorated as of closing. Water and other utility charges shall be paid and/or prorated outside of escrow directly between Purchaser and Seiler. It. FUIPTA COMPLIkr1 CE. If Purchaser does not i,rtend to use the property as a principal residence,or if the purchase price exceeds 5300,000.00, then this sale maybe subject to withholding and reporting requirements of the Foreign Investment in Real Property Act Unless Seller furnishes Purchaser an affidavit of nonforeign status. Seller and er agree to comply with F#RFTA, if applicable. cis Seller`' 'Sale cttj t')cd,isrUe wrned 12. REMEDIES. In the event of default by Purchaser,the earnest money shall Ali ed to Seller as liquidated damage4va46e-6,11�r In the event of a dispute over the earnest money, the party to whom Broker disburses'tlie earnest money agrees to indemnify Broker from and against any and all claims to the earnest money by the other parry. Alternatively, Broker may interplead the earnest money into court and recover all costs and attorney fees associated with the intetpleader actiop from the earnest money before any other disbursements are made. The prevailing party shall be entitled to recover attorney fees and costs in any a'etion to enforce rights under this Agreement. I3. CASUALTY LOSS. If, prior to closing,the property or any improvements on the property are destroyed or materially damaged by fire or other casualty, Purchaser may elect to terminate this Agreement and receive a refund of the earnest money. 14. AGENCY DISCLOSURE. At the signing of this Agreement„the Selling Associate and Broker /3O represented the v to cr and the Listing Associate and Broker 614a a represented t1 1ylset{. Each parry signing this document confirnis that prior oral or written disclosure of agency was provided to himlher in this transaction. 15. ASSIGNMENT. Purchaser's rights under this Agreement may not be assigned without Seller's prior written consent.. 16. NOTICES. Unless otherwise expressly specified in this Agreement,any and all notices required or permitted to be given under this Agreement must be given in writing.'must be signed by at least one of the parties giving the notice, and shall be deemed to be given only when the notice(or a facsimile copy thereof)is actually received by both Boston Real Estate Associates and the party to whom it is directed.. The parties must keep Brokers advised of their whereabouts. 17. COMPUTATION OF TIME. Unless otherwise expressly specified in this Agreement,any period of time specified in this Agreement shall expire at 9:00 p.m. of the last calendar day of the specified period of time, unless tire.last day is a Saturday, Sunday, or legal holiday, as prescribed in RCW 1.16.050, in which event the specified period of time shall expire at 9:00 p.m.of the next business day. Any specifiedperiod of five(5)days or less shall include business days only. Time is of the essence of this agreement. Purchaser initial / u Seller initials I i 13. NnSCELLANEO US, This Agreement constitutes the entire understanding between Purchaser and Seller, and no modification hereof shall be effective unless agreed in writing and signed by all parties. All terms of this Agreement, which are not satisfied or waived prior to closing, shall survive closing. These terms shall include, but not be limited to, representations, attorney's fees and costs,disclaimers, repairs, rents and utilities,etc. 19. OFFER. Purchaser offers to purchase the property in its present 'AS IS' condition on the terms and conditions specified herein, Seller shalt have until 9:00 p.m, on , .�' - V V r / 19 99 to accept this offer, unless sooner withdrawn. Acceptance shall be effective only when a signed copy hereof(including a facsimile copy) is actually received by Boston Real Estate Associates. If this offer is not sty accepted,it shall lapse and the earnest money shall be refunded to the Purchaser. THE TERMS AND C0ND'ITI0NS OFT ADDENDA ATTACHED HERETO ARE PART OF THIS AGREEMENT 20. ACCEPTANCE OR COUN'T'EROFFER. Seller agrrees to sell the property on the terms and conditions specified herein. Upon Purchaser's and SelierIs mutual acceptance,of this Agreement, Seller confirms by signing this Purchase and Sale Agreement that Broker has performed Broker's obligations to Seller by procuring a Purchaser; and has earned the compensation described in the listing or marketing agreement. In the event the earnest money is forfeited, Broker(s) shall be entitled to one-half of the earnest money, not to exceed the agreed fee. Seller assigns to Broker and grants a Iien against a portion of the sates proceeds equal to the fee, and irrevocably authorizes and instructs the closing agent to disburse the fee directly to Broker(s) at closing. Seller acknowledges receipt of a copy of this Agreement signed by both parties. If Seller has made a counteroffer hereon or attached hereto,Purchaser shall have until 9:00 p.m, on 19 to accept the 'counteroffer, unless sooner withdrawn. Acceptance shalt be effective only when a signed copy hereof (including a facsimile copy) is actually received by Boston Real Estate Associates. if the counteroffer is not so accepted, it 0211 lapse and the earnest money shall be refunded to Purchaser. �4:(, 1:(,� 1 ( -,.s rchaser_ ate Seller Date Purchaser Date Seller Date Purchaser's Address Setter's Address City, State,Zip Code City, State Zip Code Telephone Number Fax Number Telephone Number Fax Number X5 SQ -- Selling Broker Listing Broker Selling Associate Listing Associate Sys--a yso <Zrr- - Seiling Broker Phone Fax Number Listing Broker Phone Fax Number 21. RECEIPT. Purclaser acknowledges receipt of a copy of this Agreement signed by al parties, if Seller has made a counteroffer, Purchaser accepts the counteroffer. Purchaser Date Purchaser Date 1 -LC2U=a U1 P.O. BOX 588 . 118 N. 5th . PASCO, WA 99301.0$88 . (509) 545.0450 . FAX (509) 545-04.54 PURCHASE AND SALE AGREEMENT, ADDENDUM PAGE FOUR The following teens and conditions are part cf the Purchase and Sale A6reenient'dated /;e rye. 719 �9 benveen s THE PURCHASER AS NAMED . BELOW Purchaser,and CITY OF PASCO Seller. LEGAL DESCRIPTION: Lot3, Binding Site Plan 198-4, City of Pasco, Franklin County, Washington THE PARVES'FURTHER AGREE AS FOLLOWS: A. . . PURCHASER.. The PurcbasPr in this transaction is a Limited Liability Company to be formed by the Law Offices of Mckinlay & Hulteren and Kuffel, Klashke and She'd. B. EARNEST MONEY,, The Earnest. Money amount of ,$2,000.00 is provided in equal portions by the four individuals who make up the above Law Offices. C. ESCROW ACCOUNT. A 'sum of $10,nOO.00 from the 'Purchase Price shall be placed in at+ interest bearing escrow ,accounr. at Columbia Trust Bank, Pasco, Washington, and governed by an Escrow Agreement detailing the terms and conditions of Paragraph D. below. 0. BUILDING CONSTRUGrION. Purchaser intends to build. an office building on' the subjoct property. Purchaset shall "'substantially complete" the construc'tion of. a professional office building, the ground floor of which shall be. not less than six thousand (6,000) square feet in size, within 'fifteen (15) months from the date of closing. ' For purposes of 'this Agreement, "substantially complete" shall mean that the foundation, a.kterior walls, and roof are in place and'' the office building is enclosed. 'If the building is substantially completed within fifteen (15) months from the date of closing, the ,Seller shall , through the escrow account , within 30 days, refund to the Purchaser $10,000 plus accrued interest thereon. Should the Purchuser fail to meet obligations under this paragraph, the $10,000 plus interest shall rovert ro the City. E. CLOSI4G. This transaction shall be closed within ten days after satisfaction or. waiver of all, 'contingenc.ies, but in any av'ent not later than 1.20 days after mutual acceptance of , r.he Agreement by the pasties. ' Y � jq Z Purchaser Date Seller Date vua It T"dechaser Date Seller, Date P.O. BOX 588 • 118 N. 5th . RASCO,, WA 99301.0588 • (509) 545-0450 . FAX (509) 545.0454 PURCHASE AND SALE AGREEMENT ADDENDUM PAGE FIVE . The 01civing tcrnts and conditions are part of tl+e Purchase and Sale Agreement dated �`-t'�rvtt 19 1^f bet%veen THE PURCHASER AS NAMED HERPTOFORE Purchaser,and CITY OF PASCO Seller. LEGALDESCRUyrl'OIN: Lot3, 'Binding Site Plan #98-4, City of Pasco, Franklin County, Washington ..................................:. ....... ..........,,.....:...,. THE PARTIES FURTHER AGREE AS FOLLOWS: F. . . SELLFR'S REPRESENTATIONS, Seller represents for Purchaser's benef.it. that , to Seller's best knowledge (a) no Hazardous Material has been released on the 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) Sailer 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 actions with respect to the Release 'of dray Hazardous Material affecting the property. Seller represents that for' the Purchaser's benefit, a Phase 1 Environmental Assessment of the property was conducted by SCM ,Consultants, Inc. on May 8,. 1995. The .assessment indicated that the property may contain underground asbestos irrigation piping. Seller shall, at Seller's expense, remove and dispose of any such piping through a firm licensed to perform such removal within ninety (90) days of closing.. G. PROTECTIVE COVENANTS, Seller has established protective covenants for • the Sun Willows Commercial 6ovelopment , which covenants provide a high standard of architecture, Landscaping and aesthetics for the development and which 'tire attachod hereto as Exhibit "A", and by this reference made a part of this 'Agreement . Purchn,rr shall purchase subject property subject to these covenants. A SPECIAL CONDITIONS. The below listed special conditions apply,. to this -transaction : (a) the Ciry shall be responsiblo for payment of area and front foot charges duF� tor the provision of water and sewer service to the subject property. (b) Construction of any new curbs on Sun Willows Boulevard shall be. the respbnsibility of the Seller . Purchas r - ' j Date Seller. Data t v Purchaser V Data SeHar Date I Nil ' •�E'f*( ('SI�Ii. aiYS.lIS•'/RIPS • .. P.O. 13OX 58th . 11.8 N. Sth PASCO, WA 99301.0588 • (509) 545.0450 FAX (509) 545-04.54 PURCHASE AND SALE AGREEMENT ADDENDUM CONVENTIONAL FINANCING PAGE Tile folto^ttiingTterms and conditions are part of the Rtrchase and Sale Agreement dated 19 �� between oa 1 II //'' irr c 1C,rC e f I r cc kl,*�r f!-rne fO!4�••d Purchaser, and G,lj e �SGa Seller. LEGAL DESCRIPTION: LG{3 ,,pp ' k' �P-YJ G /JJ.�tai n S, s5' /0�4 ? Qfla 4, 4vall—JI- A. The PURCHASE PRICE is payable as follows: S Cash down payment at closing including earnest money. S From the proceeds of a Conventional Loan from the lending lJinstitution of Purchaser's choice. B. FINANCING CONTINGENCY. This Agreement is conditioned upon Purchaser's ability to obtain a Conventional Loan�to�- secured by the above described property. .Purchaser agrees to make a good faith effort to obtain such financing and to make Mitten loan application and pay the application fee, if any, within _days after mutual acceptance of this Agreement. Purchaser authotizes the lender to furnish any and all information and copies of docutnents requested tt,, S 11in,�Associate concerning purchaser's financing., If Purchaser has not waived this contingency and is unable to obtain flnartne'i:E stn •rmination date after making a good faith eff'or't, .. w4sseieta9; this Agreement shall terminate and the earnest money shall be refunded to Purchaser. Purchaser agrees to pay costs associated with loan application including„ -but not limited to. credit report, appraisal.charges and mortgagee's title insurance premium. C. PREQUALMCATTON LETTER. Purchaser agrees to request from the,lender or mortgage broker with whom Purchaser makes loan application, a pregtraliftcation letter indicating that Purchaser appears to be qualified for the above,loan, based upon the unverified information contained in the loan application. If Boston Real Estate Associates has not received said prequalification letter within /611, da'y's after Purchaser has made loan application, then Seller may elect to terminate this Agreement without further notice,in which event the earnest money shall be refunded to Purchaser. , D. FINANCING INSPECTIONS. Seller understands that in order for the Purchaser to obtain financing, the Iending institution may require that the property,comply with the housing code and other governmental requirements of the City or 'county in which the property is located, and may require other inspections, including but not limited to, pest, heating, plumbing, roof, electrical, septic system, and well inspections,.and Seller a,,r' ees to.pay for such inspections. if approval of financing requires repairs or maintenance to the property and the Seller refuses to perform or secure such repairs or maintenance, the purchaser may either (a) have the necessary repairs or mainienance performed and complete the transaction or (b) elect to terminate the transaction and receive a refund of the earnest money. E. GENERAL PROVISIONS. Purchaser has personally investigated the property and has reached Purchaser's own conclusion as to the adequacy and acceptability of the property based upon such independent investigation and inspection. Unless otherwise express!;.- specifted herein, square footage, dimensions, and/or boundaries used in marketing the property are understood to be approximations r n?4inie t d b;; i d ttpan to determinetthe fitness or value of the property. r- lij�?tPchas r L / ate Seller _ Date Purchaser Date Seller Date LOWMI16JI-i' P.O. BOX 588 • 118 N. 5th • PASCO, WA 99301-0588 • (509) 545-0450 . FAX (509) 545-0454 GENERAL INFORMATION RELATING TO HAZARDOUS MATERIALS SELLERILESSOR: 10011re4ofrr QS yj.f»+r o/ ".re. PURCHASER/LESSEE d r /"Ci fCs LEGAL DESCRIPTION'OF SUBJECT PROPERTY: '401 Am d, j s,, r/Q-. , IZyrs• k/,r! C&v n 141-4 JA xy A" Various materials utilized in the constriction or operation of any improvements to the Subject Property may contain tnnierinls that have been or may in the future be determined to be hazardous, toxic, or undesirable. Such substances may be in above or below ground containers on the Subject Property or may be present on or in soil's, water,building components, or other portions of the Subject Property in areas that may or may not be accessible or noticeable. Similarly; unimproved property mny also contain materials or substances that have been or may in the future be determined to be hazardous, toxic, or undcsirable. Brokers and Brokers' Associates in this transaction have no expertise with respect to hazardous materials, toxic wastes, or undesirable substances. Brokers and Brokers' Associates in this transaction have not tnade, nor are they qualified to make, any representations either express or implied, regarding the existence,or nonexistence of hazardous materials, toxic wastes, or undesirable substances in or on the Subject Property. Proper inspections of the Subject Property by.qunlifcd experts are recommended if infbrrnntion is required regarding whether or not ihcre nre any current or potential hamrdous materials, toxic wastes, or undesirable substances in or on the Subject Property. ME ACKNOWLEDGE THAT UWE HAVE READ, UNDERSTAND,AND HAVE RECEIVED A COPY OF THIS GENEIL--kL INFORMATION RELATING TO HAZARDOUS MATERIALS Purcf; al Seller/Lcssor Datc Purchaser 'csscc Date Seller Lessor 'Date E2 YHIJ I T Is.vmffyzkmmff ( 2)t0 BSP 98- 4 � w I� ( 1 ) D j � BSP 96 - 02 (2) O � � BSP 98- 4 0 1. z (2) BSP%98- 4 � i SITE i SUN WILLOWS BLVD