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