HomeMy WebLinkAbout3753 ResolutionRESOLUTION NO. 3 7S3
A RESOLUTION of the City of Pasco, Washington, approving the sale
of certain real property on Cedar A venue, north of Lewis Street.
WHEREAS, the City owns approximately . 78 acre of real property near the intersection
of Cedar A venue and Lewis Street; and
WHEREAS, Direct Staffing LLC, Becky Ochoa, has petitioned the City to sell the
property; and
WHEREAS, an appraisal of the property has been made showing a value of $43,000 for
the City-owned parcel , which the City Council accepts as an appropriate price for the property;
and
WHEREAS, the proposed use of the property advances the economic development goals
of the City. NOW, THEREFORE,
THE CITY COUNCIL OF THE CITY OF PASCO, WASHINGTON, DOES
RESOLVE AS FOLLOWS:
Section 1. That the City sale of certain real property consisting of .78 acres to Direct
Staffing LLC , Becky Ochoa, as desc ribed in the Purchase and Sale Agreement attached hereto as
Exhibit A , is hereby approved .
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 Sal e Agreement.
PASSED by the City Council of the City of Pasco at a regular meeting t h is 21st day of
February, 2017.
Matt Watkins, Mayor
ATTEST:
!erk Leland B. Kerr, City Attorney
Exhibit A
Avery's Addition, Lots 11to19, Block 1; Together with Vacated Streets and Alleys
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (hereinafter "Agreement") is entered into on
this I ~ day oft ,, w , 2017, between the City of Pasco, a Washington Municipal
Corporation (hereinafter " ity") and Direct Staffing LLC , Becky Ochoa (he reinafter
"Purchaser") for establishing the term s and conditions for the sale of real property (hereinafter
"Property") described as set forth below:
Parcel ID Number 113 774042 , consisting of approximately 34,000 square feet
(.78 acre); Legally described as: Avery's Addition, Lots 11to19, Block 1, as
shown in Exhibit A which is attached hereto and incorporated by reference.
RECITALS
WHEREAS, City is the owner of real property located in Franklin County. Washington, which
real property is described more particularly above; and
WHEREAS, City wishes to sell such real property and Purchaser wishes to purchase such
property under certain terms and conditions as set forth below; NOW. THEREFORE,
The parties covenant and agree as follows:
1. Purchase and Sale. City agrees to sell, and Purchaser agrees to purchase:
(a) That certain parcel of real prope1ty described above ;
(b) All development rights relating to the real property: (i) all rights to obtain utility
service in connection with the real property; (ii) assignable licenses and other
governmental pem1its and permissions relating to the real property and the
operation thereo f.
(c) The land , improvements, and appurtenances which constitute real property are
hereafter collectively defined as the "Real Property." All of the Property included
by reference within the foregoing paragraphs l (a) through 1 ( c ), both real and
personal, is hereinafter collectively referred to as the "Property."
2. Purchase Price/Financing. The purchase price for the Property is Forty Three Thousand
Dollars ($43,000). The purchase price is payable in cash to the City at closing.
3. Method of Payment. Within five (5) bu siness days following the last party's execution of
this Agreement and delivery of a fully executed original thereof to the other party,
Purchaser will deposit with an escrow agent (Benton-Franklin Title Company), Five
Thousand and 0011 OOths Dollars ($5,000.00), which shall constitute a deposit and be held
in an interest bearing trust account. This depo sit shall be applied to the purchase price.
(a) Purchaser agrees that the depo s it/earnest money shall be paid to City if the sale
does not close afte r Purchaser has removed all contingencies in writing.
Purchase and Sale Agreement, Cicy of Pasco & Direct Staffing LLC Becky Ochoa -Page I
(b) Upon closing, Purchaser s hall electronically transfer proceeds of Purchaser's
financing for the balance of the purchase price or issue a cashier 's check in the
amount of the purchase price.
4. lnspection Period:
(a) Between the effective date of this Agreement and closing, or the earlier termination of
thi s Agreement, Purchas er and their authorized agents, contractors, and consultants,
shall have the right t o go upon the Property at reasonable times for th e purpose of
inspecting each and every part thereof to determine its present condition and, a t
Purchaser's sole cost and expense, to pre pare such reports, tests, and studies as
Purchaser deems appropriate, including but not limited to surveys, soil test s,
engineering studies and environmental t est s. Before conducting any invasive or
intrusive testing s uch as borings or test holes, Purchaser shall give C ity at least forty-
eight (48) hours prior written notice , a nd sha ll coordinate the date a nd time of s uch
testing to enable Ci t y's representatives and/or con sultants to be present to take
duplicate san1pl es and rec ord the methods used by the Purchaser's consultants. T he
Purchaser's inspecti on period shall not exceed thirty (9 0) days from the effective date
of the Agreement unless otherwise agreed to b y bot h parties in writ ing.
(b) Purc haser agrees to repair any da mage to th e Property resulting from any activities of
Purchaser or hi s agent s or consultants on the Property before closing. Purchaser
agrees to defend, indem ni fy and hold the C ity harmless fro m any and all damages,
ex pe nses, claims, or liabilities (i ncluding but not limited to attorney's fees and costs)
arising out of any activities of Purchaser or hi s agents or consultants on or about the
Property before closing, except to the extent that the san1e results from the City 's
negligence. Purchaser shall not be li a bl e for any in spection claim re s ulting from
Purchaser's discovery of any pre-ex isting condition (including, but not limited to , the
ex iste nce of any hazardous m aterial s) in, on, under or about th e Property or any
exacerbation of a pre-existing condition in, on, under or a bout the Property, except to
the ext ent that t he exacerbation results from the negligent act or omission of
Purchaser o r his age nts or consultants .
5. Title. Title t o the Property is to be so insurable at closing under terms of the title policy
required to be delivered by C ity under terms of paragraph 6 hereof. All title ins uranc e
charges for the p olicy referenced in paragraph 6 below in th e amount of the purchase
price shall be equally divided between the parties, except for the cost of any special
endorsements requested by Purchaser and cancellation fees shall be pa id by Purchaser.
6 . Preliminary Commitment . Within fifteen (15) days from the last party 's executio n of this
agre ement, C ity shall fu rni sh P urchaser w ith a preliminary report/commitment from
Benton-Franklin Titl e for an AL TA owner's poli cy of title insurance with respect to the
Real Property, together w ith a copy of each document form ing the basis for each
exception referenced therein. Purchaser shall advise Cit y of any title objections within
five (5) days of its r eceipt of the report/commitment to remove all excepti ons or
conditions in the title commitment. If within ten (10) day s after its noti ce t o C ity ,
Purchaser have not rece ived evidence satisfactory to it that s uch unsatisfactory items can
Purchase an d Sale Agreement. C ity of Pasco & Direct Staffing LLC Becky Ocho a -Page 2 ~
and will be removed at or prior to closing at City 's sole cost and expense, then Purchaser
may elect to (a) terminate this Agreement and receive a full refund of the deposit, (b)
waive such defects, or (c) continue this Agreement in effect pending their removal.
Removal of unsatisfactory item s or their waiver shall be a condition of closing. If
Purchaser does not make an election within thirty (90) days of its execution of this
Agreement, Purchaser shall be deemed to have waived the defects.
7. Due Diligence; Inspection Period .
(a) Within fifteen (15 ) days following the last party 's execution of this Agreement,
City shall provide Purchaser with the title commitment described in paragraph 6
above, together with all relevant documents relating to the Property, including but
not limited to copies of all easements, and all other covenants and restrictions
with respect to all or portions of the Property ; and all existing surveys and other
reports and studie s relating to the Property or its use or development in the
po ssession of C ity.
(b) Purchaser s hall have thirty (90) days from the date the last party executes this
Agreement (the "Inspection Period") within which to conduct an examination of
the Property, including examinations of title, engineering tests, soils tests, water
percolation tests, ground water test s, environmental examinations, market studies,
appraisals, and any other tests or inspections which Purchaser shall have deemed
nece ssary or desirable for the purpose of determining whether the Property is
suitable for his intended uses. On or before the expiration of the Inspection
Period, the Purchaser shall notify City in writing, with a copy to Escrow Agent,
whether Purchaser intends to purchase the Property or terminate this Agreement.
If Purchaser elects to purchase the Property, then the Inspect ion Period shall
terminate and Purchaser's obligation to purchase and City 's obligation to sell the
Property shall remain , subject to the other terms and conditions of this
Agreement. If Purchase r e lects not to purchase the Property, then this Agreement
s hall be void a nd of no further force and effect, an d the deposit s hall be returned
to Purchaser. In the event Purchaser fails to notify City in writing of its election to
purchase the Property or terminate this Agreement prior to the expiration of th e
Inspection Period , then Purc haser s hall be deemed to have elected to terminate
this Agreement.
8. Pro-rations . Real Property taxes , assessments. water and other utilities, and all other
expenses for the month of closing, shall be prorated as of closing. All expenses, fees and
sums owing or incurred for the Property for periods prior to clos ing shall be paid by City.
when and as due.
9. Possession. Purc haser shall be entitled to sole possession of the Property at closing,
subject only to the rights, if any, of t enant s in possession under the leases.
10 . Closing. C losing s hall occur within te n (10) days o f the conclus ion of Purchaser's
inspection period as provided in Section 7 above.
Purchase and Sal e Agreeme nt , City of Pasco & Direct Staffing L LC Becky Ochoa -Page 3
(a) At closing City will deposit in escrow a duly executed statutory warranty deed
covering the Property; a FIRPT A affidavit; and all other documents and monies
required of it to close this transaction in accordance with the terms hereof. All
such documents shall be in form satisfactory to Purchaser's counsel.
(b) At closing Purchaser wi ll deposit in escrow the monies required of it to close the
transaction in accordance with the terms hereof.
11. Closing Costs. All excise, transfer, sales and other taxes, if any, incurred in connection
with the sale, the titl e insuranc e premium, recording fees on the deed and the escrow fee
shall be equally divided between the parties. Each party s hall bear its own attorneys'
fees, except as otherwise expressly provided herein.
12. Counterparts. This Agreement may be signed in counterparts which , taken together, shall
constitute the complete Agreement.
13. Actions Dw-ing Term. During the term hereof, City shall not enter into any lease or other
agreement affecting the Property or its operation, or modify, extend or otherwi se change
the terms of any lease or other agreement affecting the Property o r its operation or
othe1wise permit any change in the status of title to the Property without Purchaser's
prior written consent.
14. Assignment. Purchaser may not assign Purchaser's interest in this Agreement without
C ity 's prior written consent.
15. City's Warranties: lndemnitv. City makes the following representations and warranties,
which shall be deemed remade as of the closing date:
(a) The Property and improvements are not in violation of any applicable covenant,
condition or restriction or any applicable statute. ordinance, regulation, order,
permit, rul e or law, including, without limitation, any building, private restriction,
zoning or en vironmental restriction.
(b) Other than the obligations of record, there are no o bligations in connection with
the Property, which will be binding upon Purchaser after closing other than
liability for the payment of real estate taxes and utility charges .
(c) There are no claims, actions. suits or governmental investigations or proceedings
existing or. to the best of City's knowledge. threatened against or involving City
or the Property (including, without limitation , any condemnation or eminent
domain proceeding or matter related to the formation of or assessment by a local
improvement district) and City has received no written notice thereof.
( d) All insurance policies now maintained on the Property will be kept in effect, up to
and including the clos ing. City has received no notice from any insurance
company or rating organi zation of any defects in t he condition of the Property or
of the existence of conditions which would prevent the continuation of existing
coverage or would increase the present rate of premium.
Purchase and Sale Agree ment , C it y of Pa sco & Direct Stafting LL C Becky Ochoa -Page 4
(e) There are no leases affecting the Property.
(f) All such represe ntations and warranties shall be reaffi rmed by C ity as true and
correct as of the Closing Date and shall survive th e Closi ng for a period of two (2)
years.
If , prior to closing, City becomes aware of any fact or circumstance which would change
a representation or warranty, then City will immediately give notice of such changed fact
or circumstance to Purchaser, but s uch notice s hall not re li eve the City of its obligations
hereunder.
16 . Environmental Indemnification .
(a) C ity will defend, indemnify , and hold Purchaser and his pa11ners, agents and
employees and assignee (collectively, the ·'Indemnified Parties") harmless from
and against any and a ll claims, obligations, damages, causes of action, costs and
expenses, losses, fines , penalties, and liabi litie s, including, w ithout limitati on,
attorneys' fees and costs, impo sed upon or incurred by or asserted against an
Indemnified Pa11y arising out of or in connection with t he occurrence of any of
the following: (i) prior to closing: (A) any Environmental Matter affecting o r
relating to the Property arising out of City's use and ownership of the Property; or
(B) any violation of any Environmental Law by City with respect to the Property;
and (ii ) s ubsequent to closing: (C) the manufacture , s torage , sale , use, disposal ,
releas e , or discharge of Hazardous Substance in, on or under the Property by City;
or (D) any violation of any E nvironmental Law by City with respect to the
Property. C ity shall also be respon sible for all costs, expenses, fines, and penalties
arising out of or in connection with the investigation, removal , remediation , clean-
up, and re s toration work re sulting from the matters described in the preceding
sentence. City 's obligations under this Section 22 shall survi ve closing.
(b) ·'Environmental Laws'· shall mean any federal, state or local law s, o rdinance ,
permits or regulations , or any common la w , regarding hea lth , safet y, radioactive
materials or the environment. including but not limited to, the following federal
statutes: Clean Air Act (42 U .S. C. §§ 7401 et seq.) (''CAA''), Clean Water Act
(33 U.S.C . §§ 1251 et seq.) ("CWA"), Resource Conservation and Recovery Act
(42 U.S.C. §§ 6091 et seq.) ('·RCRA "), Comprehensive Environmental Respon se
Compensation a nd Li a bility Act (42 U .S.C. §§ 9601 et seq.) ("CERCLA"),
Emergency Planning and Community Ri ght-To-Know Act (41 U.S.C. §§ 11 001 et
gm.) ("'EPCRA"), Safe Drinking Water Act (42 U .S.C. §§ 300f et seq.)
("SOWA"), Hazardous Material Transportation Act o f 1975 (49 U.S.C. §§ 1801
et seq .) ("HMTA"), Toxic Substances Control Act (15 U.S.C. §§ 2601 et seq.)
( .. TSCA"), Endangered Species Act of 1973 (16 U .S.C. §§ 1531 et seq.) ("ESA"),
Federal In secticide, Fungicide and Rodenticide Act (7 U .S.C. §§ 136 et seq.)
("FlFRA"), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et seq.)
("OSHA"), the Washington Model T ox ic s Control Act (RCW Chapter 70.15 00)
("MTCA"). or the Hazardo us Waste Management Act (RCW Chapter 70.105)
(''HWMA"), each as amended, and any regulati o ns promulgated thereunder,
Purchase and Sa le Agreement, City of Pasco & Direct Staffi ng LL C Becky Ochoa -Page 5
guidance and directives issued w ith respect thereto, o r policies adopted by the
applicable authorities thereunder.
( c) "Hazardous Substances" shall mean: (i) any radioactive materials; (ii) any
substance or material the transportation, storage, treatment, handling, use,
removal or release of which i s subject to any Environmental Law; or (iii ) any
s ubstance or material for which standards of conduct are imposed under any
E nvironmental Law. Witho ut limiting the ge nerality of the foregoing, "Hazardous
Substances" shall include: asbestos a nd asbestos-containing materials (whether or
not fr iable); urea-formaldehyde in any of it s forms ; polychlorinated bipheny ls; oil,
used oil; petroleum produc ts and their by-products ; lead-based paint; r adon; and
any s ubstances defined a s "hazardous waste," "hazardous substances," "pollutants
or contan1inants," "toxic s ubstances ," "hazardous chemicals," "hazardous
pollutants," or "to xic c hemical s "under the CAA. CW A , RCRA, CERCLA,
E PCRA, SOWA, HMTA. TSCA, OSHA. MTCA or HWMA.
(d) ·'En v ironmental Maner'' shall m ean any of the following: (i) the release of any
Hazardous Substance on or a t the Property or any other property; (ii) the
migration of any Hazardous Substance onto or from the Property; (iii) the
environmental , health o r safety aspects of transportation, st o rage, treatment,
handling, use or release , whether any of the foregoing o ccurs on or off the
Property, of Hazardous Substances in connection with the operations or past
operations of the Prope rty; (iv) the violation, or alleged violation with respect t o
the Property, of any E n vi ronmental Law, order, permit or license of or from any
governmental authority , agency o r court relating to en vironmental, health or
safety matters; (v) the presence of any underground storage tanks within the
confines of the Property; (vi) the presence of wetlands within the confines of the
Property; (vii) the presence of any endangered species on, in or around the
Property; or (viii) soil , groundwater and s urface conditions o n , in or around the
Property w hich may have an adverse affect upon the use or value of the Property.
17. Costs and Expenses. Except as otherwise expressly provided herein, each party hereto
will bear its own costs and expenses in connection with the negotiation. preparation and
execution of this Agreement. and other documentation re lated hereto, and in the
performance of its duties hereunder.
18. Notices. All notices provided for herein may be delivered in person, sent by commercial
overnight courier, telecopied or m a iled by U.S. registered or certified mail, return receipt
requested , and, if mailed. shall be considered delivered three (3) business days after
deposit in s uch mail. The addresses to be used in connection with such correspondence
and notices are the fo ll owing , or s uch other address as a party sha ll from time-to-time
direct:
C ity :
C ity of Pasco
525 North 3rd
Pasco, WA 99301
Attn: Dave Zabell , City Manager
Purchase and Sale Agreement, C ity of Pasco & Direct S taffing LLC Becky Ochoa -Page 6
Purchaser:
19. Miscellaneous.
(509) 545-3404
Direct Staffing LLC , Becky Ochoa
(509) 551-2223
(a) Further Documentation. Each of the parties agrees to execute, acknowledge, and
deliver up on request by the oth er party any docum e nt which the requesting party
reasonably deems necessary or desirable to evidence or effectuate the rights
herein conferred or t o implement or consummate the purposes and intents hereof,
so lo ng as such imposes no diffe rent or greater burden upon such party than is
otherwise imposed here under.
(b) Headings. The heading s in thi s Agreement are for convenience only and do not in
any way limit or affect th e terms and provis ions hereof.
(c) Calculation of Time Periods . Unless otherwise specified, in computing any
period of time described in thi s Agreement, the day of the act or event after which
the designated peri od of time begins to run is not to be included and the last day
of the period so computed is to be included , unless such last day is a Saturday,
Sunday or legal holiday . The final day of any such period shall be deem ed to end
at 5 p.m ., Pacific Time.
( d) Time of Essence. Time is of the essence of this Agreement.
(e) Gender. Wherever appropriate in thi s Agreement, the singular shall be deemed t o
refer to the plural and the p lural to the singular, and pronouns of certain genders
shall be deemed to include either or both of the o th er genders .
(t) Exhibits. The Exhibits referred to here in and attached to thi s Agreement are
incorporated herein as if set forth in full.
(g) Unenforceability. If any prov is ion of this Agreement is held to be in valid, illegal
or unenforceable in any respect , such in va lidity, illegality or unenforceability
shall not affect the remainder of s uch provis ion or any other provisions hereof.
(h) Amendment, Modifications. This Agreement may not be altered, a mended,
changed, waived, terminated or modified in any respect or particular unless th e
same shall be in writing and signed b y or on behalf of the party to be charged
therewith.
20. Attorneys' Fees. If any laws uit or arbitration arises in connection with this Ag reement,
the substantially prevailing party therein s hall be entitled to receive from t he losing party,
the substantially prevailin g party 's costs and expenses, in cl uding reasonable attorneys'
fees incurred in connection therewith, in preparation therefore and on appeal therefrom,
which amounts shall be included in an y judgment entered therein.
l
h/'1\ Purchase an d Sale Agree men t. City of Pasco & Direct Staffing LLC Becky Ochoa -Page 7 \ VU
21. Waiver. A party may, at any time or ti mes, at its e lection , waive any of the conditions to
its obligations hereunder, but any such waiver s ha ll be effective o nl y if contained in
writing signed by such p arty. No waiver shal l reduce the rights and reme dies of such
party by rea so n of any breach of any other pa1t y. No waiver by any party of any breach
hereunder s ha ll be deemed a wai ver of any other or subsequent breach .
22. Governing Law. This Agreement shall be con strued and enfo rced in accordance with the
laws of the State of Washington.
23. Facsimile Signatures. Each party (a) has ag reed to pe rm it the use, from time-to -time and
where appropriate , of telecopied signatures in order to expedite the transaction
contemplated b y thi s Agre e me nt , (b) intend s to be bound by its respective telecopied
signature. (c) is aware that the othe r w ill rely on the telecopied signature, and (d)
acknowledges such re liance and waives any defenses to the e nforcement of the
documents effecting the transaction contemplated by this Agreement based on the fact
that a signature was sent by telecopy.
24 . REMEDIES. IF PURCHASER FAILS, AFTER THE REMOVAL OF ITS
CONTINGENCIES , AND WlTHOUT LEGAL EXC U SE, TO COM PLETE TH E
PU RCHAS E OF THE PROPERTY, THE DEPOSIT SHALL B E FORFEITED TO CITY
AS LIQ UIDA TED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY TO
C ITY FOR SUCH FA ILU R E. IN T HE EVENT OF CITY·s DEFAULT, PU RC HASER
MAY PURSUE ANY REMEDY AVAILABLE AT LAW OR IN EQUITY,
INC LU DIN G SPECIFIC PERFORMANCE.
City's Initials __ _
2 5. Entire Agreement. T hi s Agreement and the exh ibits hereto constitute the enti re
agre ement among the parties wi th respect to the subj ect matter hereof and supersede all
prior agreements , oral or written , express or implied, and all negotiations or discussions
of the parties, whether oral or written, and there are no warranties. representations or
agreements among the parties in connection w ith the subject matter hereof except as set
forth herein .
IN WITNESS WHEREOF. the parties have executed th is Agreement as of the dates noted
below.
PURCHASER
Purchase and Sale Agreement. C ity of Pasco & Direct Sta ffing LLC Becky Ochoa -Page 8 y j/0
Direct Staffing LLC, Becky Ochoa Date
Dave Zabell, City Manager Date
Attest: Approved as to form:
Sandy Kenworthy , Interim City Clerk Leland Kerr, C ity Attorney
Purch ase an d Sale Agreement, City of Pasco & Direct Staffing LLC Becky Ochoa -Page 9
ST A TE OF WASHINGTON )
) SS.
County of Franklin )
On this day personally appeared before me Dave Zabell, City Manager of the City o f
Pasco, Washington, to me known to be the individual described in and who executed the within
and foregoing instrument, and acknowledged that he signed the same as his free and voluntary
deed for the uses and purposes therein mentioned.
SUBSCRIBED and sworn to before me thi s __ day o f _______ , 2017.
ST A TE OF W ASHJNGTON )
-) SS.
County of fia tt/Ut 1<._..;)
Notary Public in and for the State of Washington,
Residing at --------------
My Commission Expires: ---------
On thi s day personally appeared before me Direct Staffing LLC ,
Becky Ochoa, to me known to be the individual described in and who
executed the within and fore going ins trume nt, and acknowledged that he
signed the same as his free and voluntary deed for the uses and purposes
there in mentioned .
, 2017.
Purchas e and Sale Ag reeme nt , Cit y o f Pas co & Direc t S taffing LLC Becky O choa -Page IO