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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 � a Mw t; y �i Ira ti fix: .•�,. '-i � It � ?, r i tia f