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Home My WebLink AboutBill Middleton - Middleton Six Sons Farms RE Purchase AgrFILED FOR RECORD AT REQUEST OF: City of Pasco, Washington WHEN RECORDED RETURN TO: City of Pasco 525 North 3rd Pasco WA 99301 REAL ESTATE PURCHASE AGREEMENT THIS REAL ESTATE PURCHASE AGREEMENT is entered into this e—day of September, 2013, by and between the City of Pasco, Washington, a Municipal Corporation (hereinafter referred to as "City"), and Middleton Six Sons Farms, LLC, a Washington Limited Liability Company (hereinafter referred to as "Middleton "). WHEREAS, the City and Middleton are potential purchasers competing for the purchase of certain real property owned by the United States Department of Reclamation adjacent to the respectively owned properties in Franklin County, Washington; and WHEREAS, the parties have reached an agreement in regards to the respective ownership and use of that real property known as `BOR Property" legally described as the Northwest Quarter of Section 14, Township 9N, Range 30E, W.M., and illustrated as "BOR 1/4 Section" on Exhibit A, attached hereto and incorporated herein by this reference. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Citv Purchase of BOR Proverty. The City shall negotiate with the United States Bureau of Reclamation for the purchase of the BOR Property as generally described above, and as designated in Exhibit A attached hereto, according to the terms offered by the United States Bureau of Reclamation and acceptable to the City. 2. Middleton Forbearance. Middleton shall forebear from bidding against the City, or competing with the City to acquire the BOR Property described above; and shall permit the City to purchase the BOR Property waiving, and withdrawing any previous offers or options to purchase the BOR Property. 3. Sale of the South 80 Acres to Middleton. Within one hundred eighty (180) days ( "Closing Date ") of purchase from the United States Bureau of Reclamation of the above - described real property, the City shall sell to Middleton the south half of the northwest quarter of Section 17, Township 9 North, Range 30 E.W.M., records of Franklin County, Washington, Middleton Six Farms LLC Real Estate Purchase Agreement —Page 1 consisting of approximately eighty (80) acres, more or less. The exact description of such property shall be determined by survey as provided below. The sale price for the south half shall be equal to the per acre price the City paid to the United States Bureau of Reclamation for the above - described real property as provided in Section 1 above. The sale price shall be paid in cash, at closing. 4. Sale of "Corner" Prouerty to Middleton. The City shall, in addition to that property identified in Section 3 above, sell to Middleton and Middleton shall purchase, the southeast comer of City Circle No. 5 (SE 1/4 of Section 12) consisting of approximately five (5) acres. The exact legal description for such parcel shall be determined by survey as provided below. The sale price for the "Corner" property shall be at fair market value as established by an independent appraisal from a qualified real estate appraiser selected by the City, within sixty (60) days of the City's purchase of the property provided in Section 1 above. Any dispute regarding the appraised fair market value of the corner property shall be resolved as provided in Section 11 below. The sale price shall be paid in cash, at closing. 5. Survev and Legal Description. The parties acknowledge that the exact legal descriptions for the parcels as described above are not available as of the execution of this Agreement. The City shall, within thirty (30) days of its purchase of the BOR Property described in Section 1 above, nominate a registered land surveyor to survey the BOR Property establishing the boundaries of that property to be sold to Middleton, and the "Corner" property providing corner pins, legal descriptions and a recordable record survey. The costs for such survey services shall be equally borne between Middleton and the City. If Middleton objects to the surveyor designated by the City, within ten (10) days of its notice, the parties shall immediately meet and confer to determine a mutually agreeable surveyor. However, if such agreement cannot be reached, the dispute shall be resolved pursuant to Section 11 below. The parties authorize the attachment of the true legal description of the parcels above, as determined by the surveyor, to this Agreement. 6. Title. The City shall convey by Statutory Warranty Deed that real property identified in Section 3 and Section 4 above free and clear of any claims, liens, or encumbrances except the rights, reservations, covenants, conditions and restrictions presently of record, easements and encroachments of record, or of apparent use. Further, title is not warranted, nor the condition of the premises warranted, as to its present condition, use (authorized or unauthorized), nor environmental conditions. Middleton takes the property as is, subject to the terms and conditions of this Agreement, and with regard to any and all zoning requirements considering its use and occupancy. 7. Contingencies. Middleton's obligations to purchase the property identified in Section 2 and Section 3 above, is subject to the following contingency: A. Purchase by the City of the BOR Property as provided in Section 1 above. Middleton Six Farms LLC Real Estate Purchase Agreement — Page 2 8. Closing. This Agreement shall be closed on or before the date of closing provided in Section 3 above by Benton - Franklin Title Company in Kennewick, Washington. "Closing" means the date on which all documents are recorded and the sale proceeds are available for disbursement to the City. Middleton and the City shall deposit with the closing agent all documents and monies as required to complete this sale in accordance with this Agreement. Both Middleton and the City agree to cooperate with one another to close this sale according to the terms and conditions as contained herein. Middleton shall be entitled to possession upon closing. 9. Closing Costs. The City shall assume and pay all closing costs incident to the purchase of the BOR Property as provided in Section 1 above. Middleton shall assume and pay all closing costs incident to the purchase of the real property identified in Section 2 and Section 3 above. The City and Middleton shall each pay their own attorney fees and costs incident to the negotiation, preparation of documents, and closing of this transaction. The following costs shall be equally divided between the parties: A. Appraisal costs for the Corner property; B. Survey costs as required by Section 5 above; C. United States Bureau of Reclamation administrative costs and fees incident to and above the per acre costs for the land purchased by the City pursuant to Section 1 above; D. Cultural survey /report costs incurred by the City incident to the land purchase identified in Section 1 above; and E. Escrow and other closing costs charged by Benton - Franklin Title Company that may be in addition to those incident to the purchase of the real property identified in Section 2 and Section 3 above. 10. Assignment Prohibited. Except for Middleton's assignment to a related entity or individual, neither party may assign, transfer, or convey any rights under this Agreement without the other party's prior written consent. 11. Disuute Resolution. For the purpose of this Agreement, time is of the essence. In the event of a dispute regarding the breach, enforcement, or interpretation of this Agreement, including determination of the fair market price as provided in Section 4 above and the selection of a surveyor as provided in Section 5 above, the parties shall first meet in a good faith effort to resolve the dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. Middleton Six Farms LLC Real Estate Purchase Agreement — Page 3 agree, 12. u m �' o f ts' and co ersedia A thisA InMall.. ati reeme4t. greejnent. °ns> writt This A Agre ftn wtzycss or oral bet ent sup�e en the des �� p St exec the�da he art. yv Parties ith all to a �iations as SN GTO dicated above ant thei autho abJect r Gad rutchel ` N� 1V111}I�LET rt2ation to enter into this � C;t Approves anager as to Fo 1 rm. C' SIX SONSis LLC C— Leland 8Z ClYAttorney Bi11 Middleton, managing Michael A Poehllch Eddleton ttorn �e Ahildleton S4 Farms LLC Real Estate p uI Agreement — page 4 STATE OF WASHINGTON) :ss County of Franklin ) On this day personally appeared before me GARY CRUTCHFIELD, City Manager for the City of Pasco, Washington, described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN under my hand and official seal this d `111111zjj 0 • s ;oN U;�•F i teary Public in and for A� : o�� toq �9� Residing at 2 w.: °rvoraRY'ip PUBLIC *= i �.•?',� b.0 WAS STATE OF WASHINGTON) :ss County of Franklin ) My Commission Expires of September, 2013. St tepfWashington �51NI1 r On this day personally appeared before me BILL MIDDLETON, Managing Member of Middleton Six Sons Farms, LLC, described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes therein mentioned. `fiG GIVEN under my hand and official sea this a of September, 2013. ;Z N0TARY°':* S*q. PUBLI (J'.: Notary Public in jnd for Residing at V-eir• y - My Commission Expires Washington Middleton Six Farms LLC Real Estate Purchase Agreement — Page 5