HomeMy WebLinkAboutCBC Student Housing LLC Purchase Sale Agreement 06.29.16PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (hereinafter "Agreement") is entered into on
this 29th day of June, 2016, between the City of Pasco, a Washington Municipal Corporation
(hereinafter "City") and CBC Student Housing, LLC, (hereinafter "Purchaser") for establishing
the terms and conditions for the sale of real property (hereinafter "Property") legally described as
set forth below:
Land sufficient to develop up to 378 student housing units as allowed under City development
regulations and mutually -agreeable design parameters; up to 4.751 net acres, including, in
particular, sub -parcel A described as the southeast corner (289.73 feet running east to west and
275.42 feet ruruiing south to north) as a portion of that certain real property designated as Parcel
ID Number 113300255 as shown on Exhibit A, which is attached hereto and incorporated by this
reference.
RECITALS
WHEREAS, City is the owner of real property located in Franklin County, Washington, which
real property is described more particularly in section 4 below; 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,
In consideration of the mutual covenants contained herein, the parties agree as follows:
Purchase and Sale. City agrees to sell, and Purchaser agrees to purchase:
(a) The property as generally described above and or particularly determined as
provided in Section 4 below.
(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 I(a) through 1(c), both real and
personal, is hereinafter collectively referred to as the "Property."
(d) Conditions of sale:
(1) The property shall be developed and used solely for the purpose of
providing student housing to serve Columbia Basin College as provided in
the covenants which shall run with the land as attached in Exhibit B,
which is attached hereto and incorporated by this reference.
Purchase and Sale Agreenient—CBC Student Housing LLC - Page 1
(2) The property shall be developed in accordance with the development plan
as designated in Exhibit C, which is attached hereto and incorporated by
this reference. The purchaser shall incorporate landscape design standards
that discourage access to the city -owned pond on the golf course.
(3) This Agreement is conditioned upon final approval of the City Council of
the City of Pasco prior to closing as required by PMC 2.46.
2. Purchase Price/Financin . The purchase price for the Property shall be $4.00 per square
foot. The City represents that the Property totals approximately 4.751 acres. The
purchase price will be based upon the square footage defined in such survey. The
purchase price is payable in cash to the City at closing subject to the Phased Options as
provided in Section 5 below.
3. Method of Payment. Within ten (10) business days of the effective date of this
Agreement, Purchaser will deposit with Benton -Franklin Title Company (escrow agent),
an earnest money deposit in the sum of Twenty -Five Thousand and GO/ 100ths Dollars
($25,000.00), which shall be held in an interest bearing trust account. This deposit shall
be applied to the purchase price.
(a) Purchaser agrees that the earnest money deposit shall be paid to City if the sale
does not close after Purchaser has removed all contingencies in writing.
(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. Survey.
(a) The City shall, at the City's sole expense, within fifteen (15) days following the
effective date of this Agreement, provide a current survey of sub -parcel A of the
Property and shall:
(1) Provide a metes and bounds legal description of sub -parcel A of the
Property.
(2) Calculate the exact square footage of sub -parcel A upon which the
purchase price as provided in Section 2 above shall be calculated.
(3) Identify the common roadway location.
(b) Within 120 days following the effective date of the Agreement, or such other time
extension as may be agreed to, in writing, the parties, by mutual agreement, shall
designate the approximate location and size of two additional parcels within the
Property for the purpose of the Phased Options as provided in Section 5 below.
The legal descriptions for such sub -parcels and the exact square footage of each
such sub -parcel shall be described by a survey to be provided, at the City's sole
expense, within thirty (30) days of the designation of the sub -parcels.
Purchase and Sale Agreement—CBC Student Housing LLC - Page 2
(c) Purchaser shall have ten (10) days from the date of delivery of the survey for sub -
parcel A to revoke, by written notice, this Agreement at which time this
Agreement shall be 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.
(d) 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 the sub -parcel A
Property, and a sub -lot segregation which shall be effective upon closing.
5. Phased Option.
(a) Purchaser.. by its initial below, elects a phased purchase of the Property. Upon
such election, Purchaser shall purchase the southeast corner, designated as sub -
parcel A. The legal description including the square footage shall be utilized for
the calculation of the purchase price at $4.00 per square foot, which purchase
shall be closed as provided in Section 11 and Section 12 below.
(b) Following closing on sub -parcel A, Purchaser shall have an option to purchase
sub -parcel B on or before January 1, 2020. The base purchase price for sub -
parcel B shall be calculated based upon the survey determination of square
footage at $4.00 per square foot. In the event Purchaser does not exercise the
option to purchase sub -parcel B on or before July 1, 2018, the purchase price shall
be increased by an amount equal to the increase in the Consumer Price Index
(CPI-U) between the date of closing as provided in Section I 1 below, and the date
of closing purchase of sub -parcel B.
(c) Following closing on sub -parcel A, Purchaser shall have an option to purchase
sub -parcel B and sub -parcel C together during the first option period. As a
condition for exercising this first option, the Purchaser shall faithfully perform all
terms and conditions of this Agreement including those documents incorporated
by reference.
(d) Purchaser shall have the option to purchase sub -parcel C on or before January 1,
2022. The base purchase price for sub -parcel C shall be calculated based upon
the survey determination of square footage of $4.00 per square foot. In the event
Purchaser does not exercise the option to purchase sub -parcel C on or before July
1, 2018, the purchase price shall be increased by an by an amount equal to the
increase in the Consumer Price Index (CPI-U) between the date of closing of this
Agreement and the date of closing upon sub -parcel C. As a condition for
exercising this option, the Purchaser shall faithfully perform all terms and
conditions of this Agreement including those documents incorporated by
reference, and provided that Purchaser has previously purchased sub -parcels A
and B, or such sub -parcels are being purchased simultaneously with the purchase
of sub -parcel C. City's Initials Purchaser's Initials / �Y
Purchase and Sale Agreement- CBC Student Housing LLC - Page 3
By the initials above, the parties agree to a phased purchase option as described above.
6. Title. Title to the Property is to be so insurable at closing under ternis of the title policy
required to be delivered by City under terms of paragraph 7 hereof. All title insurance
charges for the policy referenced in paragraph 7 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.
7, Prelimina 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
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 (30) days of its execution of this
Agreement, Purchaser shall be deemed to have waived the defects.
Due Diligence, Ins,pection Period.
(a) Within fifteen (15) days following the effective date of this Agreement, City shall
provide Purchaser with the title commitment described in paragraph 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 sixty (60) days from the effective date of 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
Purchase and Sale Agreement—CBC student Housing LLC - Page 4
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.
(e) 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.
(f) Buyer's obligation to purchase this Property is conditioned upon Purchaser
constructing and operating a housing project solely for the benefit of Columbia
Basin College. Buyer's obligation herein shall be included as a covenant that runs
with the land as a deed restriction on the property as provided in Exhibit B.
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.
10. 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.
11. Closin . Closing, for at least sub parcel A, shall occur within ten (10) days of the
conclusion of Purchaser's inspection period as provided in Section 8 above, but in no
event later than September 1, 2016.
(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.
12. 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. The City shall bear all costs associated with
the lot segregation. Each party shall bear its own attorneys' fees, except as otherwise
expressly provided herein.
Purchase and Sale Agreement-C BC Student Housing 1.1_C - Page 5
13. Forfeiture of Earnest Money Deposit - Liquidated Damages. As an inducement to
develop the Property in a manner that brings economic development to the City, the
parties agree to the following liquidated damages in the event that Purchaser fails,
without legal excuse after the inspection period, to complete the purchase of the Property
or fulfill the terms and obligations set forth in paragraph 3. The earnest money/deposit
shall be forfeited to the City as the sole and exclusive remedy available to the City for
such failure to purchase. In the event City defaults hereunder, Purchaser may pursue all
remedies at law or equity, including the right to specific performance, an action for
damages, or termination and return of its earnest money.
City's InitialsZQ,�_ Purchaser's Initials Xle—
14. Reversionary Clause and Option to Repurchase/Reclaim.
(a) This Property is being sold to Purchaser in anticipation of the development of
housing project for the benefit of Columbia Basin College.
(b) The Purchaser acknowledges that the purchase price and consideration given by
City are related to the City's goals of economic development and lost
opportunities for development would arise if Purchaser fails to begin construction
of the anticipated development.
(c) Unless the failure to commence construction is related to the items identified in
Section 18(f), below, if the Purchaser fails to submit an application to City for
approval of a site plan and building plans consistent with subsection (a) above,
within three (3) months of Closing, the City reserves the right to reclaim title to
this Property. If the Purchaser does not initiate construction within six (6) months
of Closing, City reserves the right to reclaim title to this Property. The City shall
reclaim this Property by refunding 90% of the original Purchase Price as
determined in Section 3 above. In the event Purchaser elects the phased options
provided in Section 5 above, this right of reversion shall apply to each of the sub -
parcels purchased independently. The City will not assume any liability for
expenses incurred by Purchaser in conducting this transaction. Purchaser agrees to
re -convey title to the City within sixty (60) days of receipt of notification of
City's decision to seek reconveyance of Property. This reversionary right is
exclusive to the City and shall be exercised at the sole discretion of the City.
(d) This reversionary right survives forty-eight (48) months after closing or until such
time as building commences, whichever is earlier. The City shall be under no
obligation to exercise this reversionary right. This reversionary clause shall
survive the delivery of the Deed, but shall automatically lapse upon expiration of
the time periods herein and City shall execute such further documents as
Purchaser shall request to release same.
15. Counterparts. This Agreement may be signed in counterparts which, taken together, shall
constitute the complete Agreement.
Purchase and Sale Agreement -CBC Student Housing LI C - Page 6
16. Actions During Tenn. 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 pen -nit any change in the status of title to the Property without Purchaser's
prior written consent.
17. Assignment. Purchaser may not assign Purchaser's interest in this Agreement without
City's prior written consent, which shall not be unreasonably denied.
18. Cites Warranties: lndemni . 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.
(e) There are no leases affecting the Property.
(f) The Property is currently zoned C-1 (Commercial) which will accommodate the
intended use for student housing by special permit. The City specifically reserves
the right to condition approval of development on building layout, exterior
treatments (aesthetics and open space), parking lot design/capacity, building
height, and such other conditions as may be required to insure the compatibility of
the intended use with its surrounding existing uses.
(g) There are no commissions due to any real estate broker or agent that arise from
this Agreement.
(h) 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.
Purchase and Sale Agreement--CBC Student housing LI C - Page 7
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.
19. 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 represents that to the best of its knowledge, after reasonable
inquiry, it is not aware of any violation of any Environmental Laws relating to the
Property, any Hazardous Materials located on the Property or any Environmental
Matter relating to the Property. City's obligations and representations 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 sen.) ("CAA"), Clean Water Act
(33 U.S.C. §§ 1251 et seq.) ("CWA"), Resource Conservation and Recovery Act
(42 U.S.C. §§ 6091 et seo.) ("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 s .)
("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 seq.)
("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,
guidance and directives issued with respect thereto, or policies adopted by the
applicable authorities thereunder.
Purchase and Sale Agreement—CBC Student Housing LLC - Page 8
(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 effect upon the use or value of the Property.
20. 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.
21. 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
P. O. Box 293
525 North 3rd
Pasco, WA 99301
Attn: Dave Zabel], City Manager
(509) 545-3404
Purchase and Sale Agreement- CBC Student Housing LL.0 - Page 9
22
Purchaser:
CBC Student Housing LLC
90705 North Yakima Drive
West Richland WA 99353
Attn: David Lippes, Manager
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.
23. 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.
Purchase and Sale Agreement—CBC Student (lousing 1-1_C - Page 10
24. 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 party. 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.
25. Governing Law. This Agreement shall be construed and enforced in accordance with the
laws of the State of Washington.
26. Facsimile Sigiiat�res. 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.
27. 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 Purchaser's Initials
28. 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.
Purchase and Sale Agreement—CBC Student I lousing LLC - Page I I
PURCHASER: CBC Student Housing LLC
By: David Lippes
CITY
Dave Z ell, t anager
At st• L29
Debbie, City Clerk f
Date
Date
Approved as to form:
Leland Kerr, City Attorney
Purchase and Sale Agreement—CBC Student Housing LI.0 - Page 12
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 lie signed the same as his free and voluntary
deed for the uses and purposes therein mentioned.
SUBSCRIBED and sworn to before me this - day of
TONI L. ZUNKER
NMARY PUBLIC
STATE OF WASHiNGTON
MAIMS" Expms
MARCH 3, 2020
STATE OF WASHINGTON )
A� -- •
County of l� ) ss.)
Notary Public in and NIT
Residing at
My Commission Expires:
, 2016.
of Washington,
On this day personally appeared before me David Lippes, 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 ?r—day of
Ullilloilm
TONI L. ZUNKER
NOTARY PUBLIC
STATE OF WASHOGTON
CC%"SSMLVWS
MARCH 3, 2020
Notary Public in iuid(W the
Residing at [.c
My Commission Expires:
2016.
of Washington,
Purchase and Sale Agreement-CBC Student Housing LLC - Page 13