HomeMy WebLinkAboutDirect Staffing LLC - Parcel 113774042 Purchase and Sale AgmtPURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (hereinafter "Agreement") is entered into on
this 13 day of QjaAlAALL. 2017, between the City of Pasco, a Washington Municipal
Corporation (hereinafter ` ity") and Direct Staffing LLC, Becky Ochoa (hereinafter
"Purchaser") for establishing the terms and conditions for the sale of real property (hereinafter
"Property") described as set forth below:
Parcel ID Number 113774042, consisting of approximately 34,000 square feet
(.78 acre); Legally described as: Avery's Addition, Lots 11 to 19, 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 property 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 permits and permissions relating to the real property and the
operation thereof.
(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 1(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) business 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 00/100ths Dollars ($5,000.00), which shall constitute a deposit and be held
in an interest bearing trust account. This deposit shall be applied to the purchase price.
(a) Purchaser agrees that the deposit/eamest money shall be paid to City if the sale
does not close after Purchaser has removed all contingencies in writing.
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(b) Upon closing, Purchaser shall 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. Inspection Period:
(a) Between the effective date of this Agreement and closing, or the earlier termination of
this Agreement, Purchaser and their authorized agents, contractors, and consultants,
shall have the right to go upon the Property at reasonable times for the purpose of
inspecting each and every part thereof to determine its present condition and, at
Purchaser's sole cost and expense, to prepare such reports, tests, and studies as
Purchaser deems appropriate, including but not limited to surveys, soil tests,
engineering studies and environmental tests. Before conducting any invasive or
intrusive testing such as borings or test holes, Purchaser shall give City at least forty-
eight (48) hours prior written notice, and shall coordinate the date and time of such
testing to enable City's representatives and/or consultants to be present to take
duplicate samples and record the methods used by the Purchaser's consultants. The
Purchaser's inspection period shall not exceed thirty (90) days from the effective date
of the Agreement unless otherwise agreed to by both parties in writing.
(b) Purchaser agrees to repair any damage to the Property resulting from any activities of
Purchaser or his agents or consultants on the Property before closing. Purchaser
agrees to defend, indemnify and hold the City harmless from any and all damages,
expenses, claims, or liabilities (including but not limited to attorney's fees and costs)
arising out of any activities of Purchaser or his agents or consultants on or about the
Property before closing, except to the extent that the same results from the City's
negligence. Purchaser shall not be liable for any inspection claim resulting from
Purchaser's discovery of any pre-existing condition (including, but not limited to, the
existence of any hazardous materials) in, on, under or about the Property or any
exacerbation of a pre-existing condition in, on, under or about the Property, except to
the extent that the exacerbation results from the negligent act or omission of
Purchaser or his agents or consultants.
5. Title. Title to the Property is to be so insurable at closing under terms of the title policy
required to be delivered by City under terms of paragraph 6 hereof. All title insurance
charges for the policy referenced in paragraph 6 below in the 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 paid by Purchaser.
6. Preliminary Commitment. Within fifteen (15) days from the last party's execution of this
agreement, City shall furnish Purchaser with a preliminary report/commitment from
Benton -Franklin Title for an ALTA owner's policy of title insurance with respect to the
Real Property, together with a copy of each document forming the basis for each
exception referenced therein. Purchaser shall advise City of any title objections within
five (5) days of its receipt of the report/commitment to remove all exceptions or
conditions in the title commitment. If within ten (10) days after its notice to City,
Purchaser have not received evidence satisfactory to it that such unsatisfactory items can
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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 items 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 studies relating to the Property or its use or development in the
possession of City.
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(b) Purchaser shall have 01
y (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 tests, environmental examinations, market studies,
appraisals, and any other tests or inspections which Purchaser shall have deemed
necessary 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 Inspection 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 Purchaser elects not to purchase the Property, then this Agreement
shall be void and of no further force and effect, and the deposit shall 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 the
Inspection Period, then Purchaser shall 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 closing shall be paid by City,
when and as due.
9. Possession. Purchaser shall be entitled to sole possession of the Property at closing,
subject only to the rights, if any, of tenants in possession under the leases.
10. Closing. Closing shall occur within ten (10) days of the conclusion of Purchaser's
inspection period as provided in Section 7 above.
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(a) At closing City will deposit in escrow a duly executed statutory warranty deed
covering the Property; a FIRPTA 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 will 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 title insurance premium, recording fees on the deed and the escrow fee
shall be equally divided between the parties. Each party shall 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 During 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 otherwise change
the terms of any lease or other agreement affecting the Property or its operation or
otherwise 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
City's prior written consent.
15. City's Warranties; Indemnity. 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, rule or law, including, without limitation, any building, private restriction,
zoning or environmental restriction.
(b) Other than the obligations of record, there are no obligations 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 closing. City has received no notice from any insurance
company or rating organization of any defects in the 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.
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(e) There are no leases affecting the Property.
(f) All such representations and warranties shall be reaffirmed by City as true and
correct as of the Closing Date and shall survive the Closing 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 such notice shall not relieve the City of its obligations
hereunder.
16. Environmental Indemnification.
(a) City will defend, indemnify, and hold Purchaser and his partners, agents and
employees and assignee (collectively, the "Indemnified Parties") harmless from
and against any and all claims, obligations, damages, causes of action, costs and
expenses, losses, fines, penalties, and liabilities, including, without limitation,
attorneys' fees and costs, imposed upon or incurred by or asserted against an
Indemnified Party arising out of or in connection with the occurrence of any of
the following: (i) prior to closing: (A) any Environmental Matter affecting or
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) subsequent to closing: (C) the manufacture, storage, sale, use, disposal,
release, or discharge of Hazardous Substance in, on or under the Property by City;
or (D) any violation of any Environmental Law by City with respect to the
Property. City shall also be responsible for all costs, expenses, fines, and penalties
arising out of or in connection with the investigation, removal, remediation, clean-
up, and restoration work resulting from the matters described in the preceding
sentence. City's obligations under this Section 22 shall survive closing.
(b) "Environmental Laws" shall mean any federal, state or local laws, ordinance,
permits or regulations, or any common law, regarding health, safety, radioactive
materials or the environment, including but not limited to, the following federal
statutes: Clean Air Act (42 U.S. C. §§ 7401 et sea.) ("CAA"), Clean Water Act
(33 U.S.C. §§ 1251 gt sea.) ("CWA"), Resource Conservation and Recovery Act
(42 U.S.C. §§ 6091 et sea.) ("RCRA"), Comprehensive Environmental Response
Compensation and Liability Act (42 U.S.C. §§ 9601 et sea.) ("CERCLA"),
Emergency Planning and Community Right -To -Know Act (41 U.S.C. §§ 11001 et
sec.) ("EPCRA"), Safe Drinking Water Act (42 U.S.C. §§ 300f et sea.)
("SDWA"), Hazardous Material Transportation Act of 1975 (49 U.S.C. §§ 1801
et sea.) ("HMTA"), Toxic Substances Control Act (15 U.S.C. §§ 2601 et sea.)
("TSCA"), Endangered Species Act of 1973 (16 U.S.C. §§ 1531 et sea.) ("ESA"),
Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. §§ 136 et sea.)
("FIFRA"), the Occupational Safety and Health Act (29 U.S.C. §§ 651 et sea.)
("OSHA"), the Washington Model Toxics Control Act (RCW Chapter 70.150D)
("MTCA") or the Hazardous Waste Management Act (RCW Chapter 70.105)
("HWMA"), each as amended, and any regulations promulgated thereunder,
Purchase and Sale Agreement, City of Pasco & Direct Staffing LLC Becky Ochoa - Page 5
guidance and directives issued with respect thereto, or 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 is subject to any Environmental Law; or (iii) any
substance or material for which standards of conduct are imposed under any
Environmental Law. Without limiting the generality of the foregoing, "Hazardous
Substances" shall include: asbestos and asbestos -containing materials (whether or
not friable); urea -formaldehyde in any of its forms; polychlorinated biphenyls; oil,
used oil; petroleum products and their by-products; lead-based paint; radon; and
any substances defined as "hazardous waste," "hazardous substances," "pollutants
or contaminants," "toxic substances," "hazardous chemicals," "hazardous
pollutants," or "toxic chemicals "under the CAA, CWA, RCRA, CERCLA,
EPCRA, SDWA, HMTA, TSCA, OSHA, MTCA or HWMA.
(d) "Environmental Matter" shall mean any of the following: (i) the release of any
Hazardous Substance on or at the Property or any other property; (ii) the
migration of any Hazardous Substance onto or from the Property; (iii) the
environmental, health or safety aspects of transportation, storage, treatment,
handling, use or release, whether any of the foregoing occurs on or off the
Property, of Hazardous Substances in connection with the operations or past
operations of the Property; (iv) the violation, or alleged violation with respect to
the Property, of any Environmental Law, order, permit or license of or from any
governmental authority, agency or court relating to environmental, 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 surface conditions on, in or around the
Property which 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 related 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 mailed by U.S. registered or certified mail, return receipt
requested, and, if mailed, shall be considered delivered three (3) business days after
deposit in such mail. The addresses to be used in connection with such correspondence
and notices are the following, or such other address as a party shall from time -to -time
direct:
City:
City of Pasco
525 North 3rd
Pasco, WA 99301
Attn: Dave Zabell, City Manager
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(509) 545-3404
Purchaser:
Direct Staffing LLC, Becky Ochoa
(509)551-2223
19. Miscellaneous.
(a) Further Documentation. Each of the parties agrees to execute, acknowledge, and
deliver upon request by the other party any document which the requesting party
reasonably deems necessary or desirable to evidence or effectuate the rights
herein conferred or to implement or consummate the purposes and intents hereof,
so long as such imposes no different or greater burden upon such party than is
otherwise imposed hereunder.
(b) Headings. The headings in this Agreement are for convenience only and do not in
any way limit or affect the terms and provisions hereof.
(c) Calculation of Time Periods. Unless otherwise specified, in computing any
period of time described in this Agreement, the day of the act or event after which
the designated period 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 deemed 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 this Agreement, the singular shall be deemed to
refer to the plural and the plural to the singular, and pronouns of certain genders
shall be deemed to include either or both of the other genders.
(f) Exhibits. The Exhibits referred to herein and attached to this Agreement are
incorporated herein as if set forth in full.
(g) Unenforceability. If any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the remainder of such provision or any other provisions hereof.
(h) Amendment. Modifications. This Agreement may not be altered, amended,
changed, waived, terminated or modified in any respect or particular unless the
same shall be in writing and signed by or on behalf of the party to be charged
therewith.
20. Attorneys' Fees. If any lawsuit or arbitration arises in connection with this Agreement,
the substantially prevailing party therein shall be entitled to receive from the losing party,
the substantially prevailing party's costs and expenses, including reasonable attorneys'
fees incurred in connection therewith, in preparation therefore and on appeal therefrom,
which amounts shall be included in any judgment entered therein.
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21. Waiver. A party may, at any time or times, at its election, waive any of the conditions to
its obligations hereunder, but any such waiver shall be effective only if contained in
writing signed by such parry. No waiver shall reduce the rights and remedies of such
party by reason of any breach of any other party. No waiver by any party of any breach
hereunder shall be deemed a waiver of any other or subsequent breach.
22. Governing Law. This Agreement shall be construed and enforced in accordance with the
laws of the State of Washington.
23. Facsimile Signatures. Each party (a) has agreed to permit the use, from time -to -time and
where appropriate, of telecopied signatures in order to expedite the transaction
contemplated by this Agreement, (b) intends to be bound by its respective telecopied
signature, (c) is aware that the other will rely on the telecopied signature, and (d)
acknowledges such reliance and waives any defenses to the enforcement 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 WITHOUT LEGAL EXCUSE, TO COMPLETE THE
PURCHASE OF THE PROPERTY, THE DEPOSIT SHALL BE FORFEITED TO CITY
AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY TO
CITY FOR SUCH FAILURE. IN THE EVENT OF CITY'S DEFAULT, PURCHASER
MAY PURSUE ANY REMEDY AVAILABLE AT LAW OR IN EQUITY,
INCLUDING SPECIFIC PERFORMANCE.
City's Initials Laser's Initials
25. Entire Agreement. This Agreement and the exhibits hereto constitute the entire
agreement among the parties with respect to the subject 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 with the subject matter hereof except as set
forth herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates noted
below.
PURCHASER
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N'rect Staffing LLC, Becky Ochoa
CITY
Dave Zabe y Manager
Attest:
Sandy Kenv or y, Interim City CI •k
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Date
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Date
Approved as to form:
Leland Kerr, City Attorney
Purchase and Sale Agreement, City of Pasco & Direct Staffing LLC Becky Ochoa - Page 9
STATE OF WASHINGTON)
) ss.
County of Franklin )
On this day personally appeared before me Dave Zabell, City Manager of the City of
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 this W cray of
TONI L. ZUNKER
NOTARY PUBLIC
STATE OF WASHINGTON
COMMISSION EXPIRES
MARCH 3, 2020
STATE OF WASHINGTON)
) ss.
County of �—CLltlay tL )
Notary Public in and for
Residing at ty
My Commission Expires:
2017.
of Washington,
On this 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 foregoing instrument, and acknowledged that he
signed the same as his free and voluntary deed for the uses and purposes
therein mentioned.
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SUBSCRIBED and sworn to before met is � day of
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Purchase and Sale Agreement, City of Pasco & Direct Staffing LLC Becky Ochoa - Page 10