HomeMy WebLinkAbout3098 Resolution RESOLUTION NO. 30 '4
4
A RESOLUTION regarding the sale of certain surplus real property located at the
southwest corner of Superior Street and Utah Avenue.
WHEREAS, the parcel of real property owned by the city and situated at the southwest
corner of Superior Street and Utah Avenue is surplus to the present and future needs of the City;
and
WHEREAS, the City Council, under Resolution 3090, authorized the City Manager to
call for proposals to purchase the subject property and to negotiate a Purchase and Sale
Agreement with the preferred offerer; and
WHEREAS, the preferred offerer, Allied Development Company, has agreed to terms
and conditions that will fulfill the city's objective to expand the local tax base through private
investment and new commercial/industrial facilities; NOW THEREFORE,
THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON DOES
RESOLVE AS FOLLOWS:
Section 1. That the sale of the real property located at the southwest corner of Superior
Street and Utah Avenue, as legally described in the Purchase and Sale Agreement attached
hereto, to Allied Development Company, be approved subject to all terms and conditions in the
attached Purchase and Sale Agreement.
Section 2. That the City Manager is hereby authorized to 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, this 18"' day of August, 2008.
CITY OF PASCO:
Joyce O o
Mayor
ATTEST: APPROVED AS TO FORM:
SC(Yi
Sandy L. Ke6orthy Leland B. Kerr
Deputy City Clerk City Attorney
REAL ESTATE PURCHASE AND SALE AGREEMENT
(Please read carefully before signing)
Pasco, Washington
August , 2008
Received from Allied Development, LLC (Buyer) the sum of$1,000 in the form of a certified
check, which will be deposited with Benton-Franklin Title Company, Inc. within ten (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 6,754 square feet and is
shown on the map marred Exhibit "A" and by this reference is made a part of this Agreement.
Subject property is legally described as Lots 23 and 24, Block 35, Frey's Addition to Pasco,
Franklin County Assessor's Parcel Number 113-473-055 records of Franklin County,
Washington.
I. PURCHASE PRICE: The total price shall be $9,800 for approximately 6,750 square feet
of land as shown on the map marked "Exhibit A_"Purchase price shall be paid, in cash on
closing, including earnest money.
2. CONTINGENCIES
A. Seller shall pay, through closing, the assessment against the subject property
under LID 9135 so as to provide clear and unencumbered title to said property.
B. Seiler shall pay, through closing, a real estate commission of$540 to Windermere
Commercial.
C. Failure of buyer to close this transaction within the time period specified herein or
otherwise mutually agreed in writing shall require forfeiture of the $1,000 earnest
money to seller.
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., 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 of 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 title
insurance is received by and made available to Buyer.
Purchase&Sale Agreement-Allied Development
Page 1
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 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 to either
waive such encumbrances or defects and proud 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 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-
s. 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. The deed herein shall contain the following language:
A. Grantee shall substantially complete the construction of a truckhrailer repair
building of not less than 4,000 square feet in size no later than June 34, 2011, on a
larger parcel of land to include the real property described herein and adjacent
thereto. The tern "substantially complete" as used above shall mean that the
foundation, walls and roof of the building are in place and the building is
enclosed. If the building is not substantially complete by June 30, 2011, or if it is
less than 4,000 square feet in size as of that date, then the real property shall
revert to Grantor or its assigns, at Grantor's option. In such event, Grantor shall
pay to Grantee seventy-five(75)percent of the purchase price paid by Grantee for
this property without interest or appreciation whatsoever. Grantor's election shall
be made by providing Grantee with written notice of the election by certified mail
to Grantee at 20 S�pga ,WA 90P1 no later than
December 31, 2011. Such notice shall also be recorded
6. PROPERTY CONDITIONS: Seller represents for Buyer's benefit that, to the 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 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. within
sixty (60) days after mutual acceptance_ "Closing" means the date on which all
documents are recorded and the sale proceeds are available for disbursement to Seller.
Buyer and Seller shall deposit with closing agent all documents and monies required to
complete this sale in accordance with this Agreement.
Purchase&Sale Agreement-Allied Development
Page 2
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, one-half of document preparation, one-half of the
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, which consent shall not be unreasonably withheld.
11. BROKERAGE'CONMSSIONS. Buyer and Seller each represent and warrant that they
have incurred no liabilities or claims for brokerage commissions or finder's fees in
connection with the transaction described in this Agreement. Buyer and Seller agree to
indemnify and hold each other harmless from all such liabilities or claims (including,
without limitation, attorneys' fees).
11 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 of non--foreign status. Seller and Buyer agree to
comply with FIRPTA, if applicable.
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 the Buyer and shall be deemed to be given when actually received by or at the
address 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 5:00 p.m. 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 5:00 p.m_ of the next
business day_ Any specified period of seven (7) days or less shall include business days
only-
15. DEFAULTITERMINATION: 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 in full satisfaction of any and all claims which seller may have arising
out of or relating to such failure to purchase by Buyer.
Purchase&Sale Agreement-Allied Development
Page 3
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 and/or boundaries used in marketing the property are understood to be
approximations and are not intended to be relied to determine the fitness or value of the
property.
IT LEGAL AND TAX IMPLICATIONS: This agreement affects your legal rights and
obligations and will 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. FACIl1rIILE TRANSMISSION: Facsimile transmissions of any signed original document
and re-transmission of any signed transmission of any original. At the request of either
party or closing agent, the parties will confirm facsimile transmitted signature by signing
the original document_
19_ CONDITION OF PROPERTY REPRESENTATION: Buyer has inspected the subject
property in this transaction, and is familiar with the condition 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 of 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 building to house a
truck/trailer repair business. Buyer shall "substantially complete" the construction of the
repair building, which shall not be less than four thousand (4,000) square feet in size, no
later than June 30, 2011_ For purposes of this Agreement "substantially complete" shall
mean that the foundation, walls and roof of the building are in place and the building is
enclosed.
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 and Sale Agreement and its attached.
Purchase&Sale Agreement-Allied Development
Page 4
22. OFFER TO PURCHASE: Buyer offers to purchase the property on the above terms and
conditions_ Seller shall have until 6l60Rbn AV-&t, Z°1s � 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 refimded to Buyer.
BUYER: Allied Development LLC SELLER: The City of Pasco, a Municipal
Corporation of the State of
Washington
Jim Gary Crutchfield, City Manager
Allied Development LLC City of Pasco
210 S. Oregon Avenue 525 N. 3`a Avenue
Pasco, WA 99341 Pasco, WA 99341
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.
APPROVED AS TO FORM:
By:
Leland B. Kerr, City Attorney
7425 Grandridge Blvd, Suite A
Kennewick, WA 99336
(549) 735-1542
Receipt: On this date: , 2008,Buyer acknowledges receipt of a copy of this
Agreement signed by both parties. If the Seller has made a counter offer, Buyer Accepts the
Counter offer.
By:
BUYER
Purchase& Sale Agreement-Allied Development
Page 5
RESOLUTION NO.Mtb
A RESOLUTION declaring the City Council's intent to sell Lots 23 and 24, Block
35, Frey's Addition.
WHEREAS, the City of Pasco owns Lots 23 and 24, Block 35,Frey's Addition,representing a
parcel of approximately 6,000 square feet; and
WHEREAS, a local realtor has indicated the subject lots are desired by a commercial investor
intending to assemble sufficient real property in that vicinity to accommodate construction and
operation of a new business activity; and
WHEREAS,the subject lots do not appear to be necessary, now or in the foreseeable future, for
bona-fide public purposes and, therefore,are surplus to the city's needs; and
WHEREAS, the City desires to accommodate assembly of a larger parcel for new construction,
thus improving the community's tax base; NOW,THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PASCO:
Section 1: The City Council, as authorized under PMC 2.46.030C, hereby declares its desire and
intent to negotiate an agreement for the sale of Lots 23 and 24,Block 35,Frey's Addition to Pasco.
Section 2: Any interested purchaser may submit to the City Clerk no later than 5:00 p.m.,
Thursday, July 24, 2008, a written proposal to purchase said lots, provided the offer contains the
following information:
• Legal description
• Purchase price
• Whether assuming LID lien
- Intended use of the property
Estimated value and completion date of construction
Section 3: The City Manager is hereby directed to obtain an independent appraisal of said lots,
solicit offers in accordance with this resolution and to negotiate a purchase and sale agreement with
the preferred offerer,provided the agreement shall be subject to City Council approval.
PASSED by the City Council of the City of Pasco this 7th day of July,2008.
d,,,, I,&,
Joyce so ayor
ATTEST: APPROVED AS TO FORM:
I
Debra L. ar , City Clerk Leland B. Kerr, City Attorney
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