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HomeMy WebLinkAbout2653 Resolution 9 RESOLUTION NO. 2653 A RESOLUTION REGARDING THE SALE OF SURPLUS PROPERTY IN THE VICINITY OF TRAC FOR THE DEVELOPMENT OF A HOTEL. WHEREAS, the City of Pasco has entered into an Interlocal Agreement with Franklin County for the disposition of Lot 3, Binding Site Plan 200 1-06 (Hotel property near TRAQ, and; WHEREAS, the City Council passed Resolution #2650 on March 4, 2002, declaring that said real property is surplus to the needs of the City, and; WHEREAS, Resolution #2650 authorized the City Manager to negotiate a Purchase and Sale Agreement with A-1 Hospitality, for a price not less than $125,000, and; WHEREAS, the City negotiated a Purchase and Sale Agreement with A-1 Hospitality, for the price of$131,000; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON DOES RESOLVE AS FOLLOWS: Section 1. That the Pasco City Council hereby accepts and approves the Purchase and Sale Agreement attached hereto as Exhibit "A" regarding city- owned real property adjacent the TRAC facility in Pasco. Section 2. That the Pasco City Council hereby authorizes the City Manager to execute the Purchase and Sale Agreement and further authorizes the City Manager to do all other things necessary to conclude the sale of such real property in accord with the Agreement. PASSED by the City Council of the City of Pasco, at a regular meeting this I' day of April, 2002. Michael L. Garrison, Mayor ATTEST: APPROVED AS TO FORM: A zz_�L'4'1 Webster U. Jackson, City Clerk Leland B. Kerr, City Attorney REAL ESTATE PURCHASE AND SALE AGREEMENT (Please read carefully before signing) Received from, A-1 Hospitality (Buyer) the sum of $5,000 in the form of cashiers check or equivalent for $5,000, which will be deposited with Benton- Franklin Title Company Inc. by City of Pasco (Seller) within 10 days after mutual acceptance. The earnest money will be applied as a credit to Buyer on the closing of this transaction. The Property to be sold in this transaction is comprised of approximately 130,680 square feet (3 acres) and is shown on the map marked Exhibit "A" and by this reference is made a part of this Agreement. Subject property is located in the City of Pasco corporate boundaries and consists of Lot 3, Binding Site Plan 2001-06 as revised. 1. PURCHASE PRICE: The total price shall be One Hundred Thirty-One Thousand Dollars ($131,000) (130,680 sq. ft. x $1.0024 per sq. ft.). Purchase price shall be paid, on closing, including earnest money. 2. CONTINGENCIES: Contingencies to be satisfied prior to closing are: (1) Within 120 days of execution of this Agreement the Buyer shall provide evidence, satisfactory to the City Attorney that a sufficient financing commitment is in place to construct a hotel of at least 80 rooms and with break out meeting space for not less than 300 people and; (2) Within 120 days of execution of this Agreement Franklin County shall provide a document establishing the first right of refusal, satisfactory to the Buyer, that restricts the operation of another hotel on the County owned land (lots within Binding Site Plan 2001-06) upon the completion of 130 hotel rooms and; (3) Within 150 days of execution of this Agreement the Buyer shall submit a design plan (number of rooms, breakout space, etc.) acceptable to the City (plans to include elevations,floor plans, typical room plan and site plan) and; (4) Within 150 days of execution of this Agreement the Buyer shall submit evidence of affiliation, satisfactory to the City Attorney, with Best Western, Comfort Suites, Holiday Inn Express, Ameri Suites or another national lodging chain of similar quality and acceptable to the City and; (5) Within 210 days of execution of this Agreement the Buyer shall obtain a building permit for the construction of a hotel of at least 80 rooms and with break out meeting space for not less than 300 people. Page 1 of 6 Failure to satisfy the above contingencies, in the times specified, shall result in termination of this Agreement unless an extension of time is mutually agreed upon by the parties. In the event the Agreement is terminated due to failure to satisfy the contingencies listed above, $2,500 of the deposit shall be returned to the Buyer within 30 days. 3. TITLE: Title to the property shall be marketable at closing. Rights, reservations, covenants, conditions and restrictions presently of record or of apparent use, easements and encroachments of record or apparent use, not materially affecting the value of the property or unduly interfering with Buyer's intended use of the property shall not cause the title to be considered unmarketable. Additionally, the property is subject to the standard policy printed exceptions of Benton-Franklin Title Company Inc., and the encumbrances, if any, retained by Seller for security as set forth in this Agreement. Buyer accepts the property subject to all easements and encroachments of record or of apparent use, including, but not limited to, easements granted to or retained or held by public utilities or governmental entities, and subject to restrictions and reservations for the supply of water and water rights and future assessments thereof. Buyer shall conclusively be deemed to have accepted the condition of title unless Seller receives notice of Buyer's objections within seven (7) days after preliminary commitment for the title insurance is received by and made available to Buyer. 4. 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 Inc. The title insurance shall contain no exceptions other than those contained in said standard form, those referred to in this 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 closing, 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 title insurance does not insure the location of boundaries, and that an extended form of insurance is available at additional cost, with such additional cost to be borne by the Buyer. 5. CONVEYANCE: Title shall be conveyed by general warranty deed free of encumbrances and defects except those included in this Agreement or otherwise acceptable to Buyer. 6. PROPERTY CONDITION: Seller 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 Page 2 of 6 affecting 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) 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. 7. CLOSING: This sale shall be closed by Benton-Franklin Title Company Inc. Closing will occur within 10 days of satisfaction of the above contingencies identified in Section #2 above. "Closing" means the date on 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. 8. CLOSING COSTS AND PRORATIONS: 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 all customary and usual 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. 9. POSSESSION: Buyer shall be entitled to possession on closing. 10. ASSIGNMENT: Buyer's rights under this Agreement may not be assigned by Buyer without Seller's prior written consent. 11. AGENCY DISCLOSURE: At the signing of this Agreement, Buyer is represented by itself and the Seller is represented by itself. Buyer will be solely responsible for the payment of any real estate commission, which may be due. 12. FIRPTA COMPLIANCE: This sale may be subject to the withholding and reporting requirements of the 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 an individual. Page 3 of 6 13. NOTICES: Unless otherwise specified in this Agreement, any and all notices required to be given under this Agreement must be given in writing. Notices to Seller must 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. 14. COMPUTATION OF TIME: Unless otherwise expressly specified herein, 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 the last day is Saturday, Sunday or a 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 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 and the Seller may seek specific performance or monetary damages arising as a result of the Buyer's failure to perform. 16. GENERAL PROVISIONS: 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 and/or boundaries used in marketing the property are understood to be approximations and are not intended to be relied upon to determine the fitness or value of the property. 17. LEGAL AND TAX IMPLICATIONS: This Agreement affects your legal rights and obligations and may have tax implications. 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. 18. FACSIMILE TRANSMISSION: Facsimile transmissions of any signed original document and re-transmission of any signed transmission shall be the same as transmission of any original. At the request of either party or closing agent, the parties will confirm facsimile transmitted signatures by signing the original document. Page 4 of 6 19. CONDITION OF PROPERTY 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 Seller 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 6 hereof. Buyer is relying solely on his own judgment in entering into this agreement. 20. BUILDING CONSTRUCTION: Buyer intends to construct a 130-room hotel and with break out meeting space for not less than 300 people on subject property. Buyer shall "substantially complete" construction of a hotel of at least 80 rooms and with break out meeting space for not less than 300 people, within eighteen (18) months from the date of closing. For purposes of this agreement, "substantially complete" shall mean that the foundation, walls and roof are in place and the hotel building is enclosed. It is expressly agreed and understood that if the Buyer does not reach substantial completion of a hotel of at least 80 rooms and with break out meeting space for not less than 300 people, within eighteen (18) months from the date of closing, that ownership of the land and any improvements thereon, may, at sellers sole discretion, revert back to the Seller and the Buyer shall receive a refund of $65,500. 21. ENTIRE AGREEMENT: This document 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. 22. OFFER TO PURCHASE: Buyer offers to purchase the property on the above terms and condition. Seller shall have until 9:00 p.m. on , 2002 to accept this offer, unless sooner withdrawn. Acceptance by Seller shall not be effective until a signed copy hereof is actually received by Buyer. If this offer is not so accepted, it shall lapse and the earnest money shall be refunded to Buyer. Page 5 of 6 VICINITY MAP 0 o c CONVENTION PL A� C NO o Cd M / 9 z d clo z C � d A d C N yc C y BUYER: By: 690t- VLTAY PAJEL 4-11 S.J4 JVRION AVE7,40 E Buyer's Address P` --DLET M ©A quo► FY44-2W 73f (City, State, Zip) Buyer's Phone (H/W) 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 and the Seller may seek specific performance or monetary damages arising as a result of the Buyer's failure to perform. SELLER: The Cit�4 Pa co, a municipal corporation of the State of Washington l By: Ga ut field, 6 Manager Approve Form: Leland B. Kerr, City Attorney 525 North 3rd Avenue, Pasco WA. 99301 (5091545-3404 Seller's Address (City, State, Zip Seller's Phone (W) Receipt: On this date: , 2002, Buyer acknowledges receipt of a copy of this Agreement signed by both parties. If Seller has made a counter offer, Buyer accepts the counter offer. BUYER Page 6 of 6