Loading...
HomeMy WebLinkAboutA-1 Properties - Purchase and Sale Agreement Amendment No. 1 - 4.9 AcresAMENDMENT NO.1 TO PURCHASE AND SALE AGREEMENT THIS AMENDMENT TO THAT CERTAIN PURCHASE AND SALE AGREEMENT (hereinafter "Agreement"), dated April 7, 2017 is entered into on thisl day of 2017, between the City of Pasco, a Washington Municipal Corporation (hereinafter "City") and A-1 Properties LLC, (hereinafter "Purchaser") for amending and clarifying the terms and conditions as set forth in said Agreement. RECITALS WHEREAS, delays in completing the survey referenced in Section 4 of the Agreement have made it necessary to modify and clarify certain deadlines as described more particularly below; and, WHEREAS, the parties wish to memorialize their mutual understanding and agreement with this Amendment which includes the modified terns and conditions as set forth below; NOW, THEREFORE, In consideration of the mutual covenants contained herein, the parties agree to amend certain sections of the Agreement as follows: 4. Survey. (a) The City shall, at the City's sole expense, within twenty (20) days falle- ag the efr etive date of this Agreement, provide a current survey showing both Parcel 1 and Parcel 2 divisions of the Property and shall: (1) Provide a metes and bounds legal description of each parcel of the Property. (2) Calculate the exact square footage of the parcels upon which the purchase price as provided in Section 2 above shall be calculated. (3) Identify the common roadway location. Parties agree and acknowledge that City has delivered the survey as of September 28, 2017. Parties further agree that the calculation for the square footage for Parcel 1 (Lot 1 as shown on survey/binding site plan) shall be: 2.45 gross acres= 106,722 sq ft less 1,634.85 sq ft equaling a total of 105,087 sg ft; and that the calculation for the square footage for Parcel 2 (Lot 3 as shown on the survey/binding site plan) shall be: 2.77 gross acres=120,661 sq ft less 14,384 sq ft equaling a total of 106,277 sq ft. (b) Purchaser shall have fifteen (15) days from the date of delivery of the survey to revoke, by written notice, this Agreement at which time this Agreement shall be Amendment No. Ito Purchase and Sale Agreement—A-1 Properties LLC- Pagel 10//17 14W7 /-:? null and void and the Purchaser shall be entitled to the return of their earnest money deposit. If the Purchaser fails to object, or waive its notice to object, the survey shall be the acknowledged basis upon which the purchase price shall be calculated as provided in Section 2 above. (c) The City shall, at City's expense, within thirty (30) days following the Purchaser's waiver, or expiration of its objection, secure a lot segregation for creating Parcel 1 and Parcel 2, and a sub -lot segregation which shall be effective upon closing. (d) Purchaser shall be entitled to use such segregation survey to complete an ALTA survey for the purpose of getting extended title insurance at its own expense. 8. Due Diligence; Inspection Period. (a) Within fifteen (15) days following the effective date of this Agreement, City shall provide Purchaser with the title commitment described in Section 7 above, together with all relevant documents relating to the Property, including but not limited to copies of all easement, lot segregation 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. (b) Purchaser shall have one hundred -fifty (150) days from the completion and acceptance of the survey as outlined in Section 4 b above (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 terns 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. (c) Purchaser shall have the option to extend the Inspection Period by an up to two (2) additional terms of forty-five (45) days upon the payment of a non-refundable deposit of five thousand ($5,000) dollars for eae-h such extension, provided, however, the closing date for Parcel 1, May 1, 2018, shall not be affected by such extension except by mutual agreement. Such deposits shall be applied to the purchase price. Amendment No. 1 to Purchase and Sale Agreement—A-1 Properties LLC - Page 2 10//17 All remaining terms and conditions of the Purchase and Sales Agreement dated April, 7, 2017 not inconsistent with the terms herein remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the dates noted below. PURCHASER: A-1 Properties LLC By: Vijay Patel, President Attest: "'4 — Sandy Ken o hy, Interim City erk to%3cO Dat Date Approved as to form: Leland Kerr, City Attorney Amendment No. 1 to Purchase and Sale Agreement—A-1 Properties LLC - Page 3 1OH17 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 I TONI L. ZUNKER NOTARY PUBLIC STATE OF WASHINGTON COMMISSION ExPIRES MARCH 3, 20_ ZO STATE OF WASHINGTON) )ss. County of Ing n Il ) fI —tJ n My Commission Expires: On this day personally appeared before me Vijay Patel, 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 at and fox *Mate of Washington, Expires: Amendment No. 1 to Purchase and Sale Agreement—A-1 Properties LLC - Page 4 10//17