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HomeMy WebLinkAboutR-1996-084 Purchase and Sale agreement / Fire Station #2 / 124 S. 2nd Street / Cable TVRESOLUTION NO. R-96-8 4 A RESOLUTION authorizing and directing the City Manager and City Clerk of the City of Yakima to execute a Purchase and Sale Agreement with Sunfair Associates for the trade of former Fire Station No. 2 for improved property located at 124 South Second Street to be used to house the Cable TV Division. WHEREAS, due to construction of facilities to house the Fire Department Electronics Division and moving the Animal Control Division to City Hall, former Fire Station No. 2 is or will soon be vacant; and WHEREAS, the Cable TV Division is in need of an adequate City -owned facility: and WHEREAS; former Fire Station No. 2 will require approximately $85,000.00 in renovations to render it usable for Cable TV; and WHEREAS, Sunfair Associates has property available which they are willing to make suitable for use by the Cable TV Division; and WHEREAS, Sunfair Associates are desirous of acquiring former Fire Station No. 2: and WHEREAS, this proposed property transaction will result in the City having adequate space to house The Cable TV Division for $42,000.00, a savings of $43,000.00 over the cost of renovating former Fire Station No. 2, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized and directed to execute the attached and incorporated Purchase and Sale Agreement with Sunfair Associates, and the City Manager is further authorized to take all necessary and prudent actions to complete the purchase and acquisition of the property described as Parcel A in the attached Purchase and Sale Agreement, including, but not limited to, the procurement of professional services for necessary Phase I/Phase II Environmental Site Assessments within the limitations of existing budget authority. ADOPTED BY THE CITY COUNCIL this 0, day of LLL , 1996. ATTEST: p Ka)1A-% - ,,,Q w..c City Clerk (S )res/sunfair. jr ynn Buchanan, Mayor PURCHASE AND SALE AGREEMENT THIS AGREEMENT is made and entered into this day of , 1996, by and between SUNFAIR ASSOCIATES, a Washington general partnership consisting of Steven L. Alegria and Patricia Alegria, husband and wife, and H. E. "Jerry" Maggard, (hereinafter collectively referred to as "Sunfair") and the CITY OF YAKIMA, Washington, a municipal corporation of the State of Washington, whose address is 129 North 2nd Street, Yakima, Washington 98901, (hereinafter referred to as "City"), WITNESSETH: RECITALS Sunfair is the owner of the following -described improved real property in Yakima, Yakima County, Washington, hereinafter referred to as Parcel A, to wit: Parcel A: Lots 12 and 13 and So. 1 ft of Lot 11, Block 32, Town of North Yakima, Now Yakima, according to Records of Yakima County. (Parcel # 191319-23488.) Said Parcel A is improved and currently used as a retail carpet outlet. The City is the owner of the following improved real property in the City of Yakima, Yakima County, Washington, hereinafter referred to as Parcel B, to wit: Parcel B: Lots 1, 2, 15, and 16, Block 312, Capital Addition to the City of North Yakima, now Yakima, Washington, as recorded in Volume "A" of Plats, Page 29, records of Yakima County, Washington. Said Parcel B is improved and used to house the Animal Control Division and the Fire Department's Electronics and Maintenance Offices. Sunfair is seeking to acquire Parcel B and the City is desirous of acquiring Parcel A. An appraisal has been completed by Western Appraisers, Inc. valuing Parcel A at One Hundred Eighty -Two Thousand Five Hundred Dollars ($182,500.00) and Parcel B at One Hundred Ninety -Four Thousand Four Hundred Dollars ($194,400.00). The parties have negotiated at arms length for a substantial period of time and have arrived at an agreement between them whereby Sunfair will convey Parcel A to the City in exchange for the City conveying Parcel B to Sunfair. Sunfair shall, prior to closing, make those necessary and Page 1 of 10 recommended alterations and improvements listed in Appendix "'A" attached hereto. These alterations have an agreed value of Forty -Nine Thousand Nine Hundred Dollars ($49,900.00); bringing the total value of Parcel A with alterations to Two Hundred Thirty -Two Thousand Four Hundred Dollars ($232,400.00). The City shall agree to pay the difference in value of the parcels of Forty -Two Thousand. Dollars ($42,000.00) to Sunfair, due and payable on closing. 'The purpose of this document is to set forth the terms and conditions of such agreement. IT IS MUTUALLY AGREED by and between the parties hereto as follows: 1. Conveyance by Sunfair. Sunfair agrees to convey Parcel A to the City, by Statutory Warranty Deed, free and clear of all encumbrances, except for rights reserved in federal patents, state or railroad deeds, utility or other easements of record, rights-of-way or easements shown on the plat or visible by inspection, reserved oil or mineral rights, if any, and any pending or future adjudication of surface water rights. 2. Conveyance by City. City agrees to convey Parcel B to Sunfair, by Quit Claim Deed. Sunfair is aware that Parcel B is subject to unexercised reversionary interests or rights of reentry. 3. Purchase Price of Parcel A. In consideration of Sunfair's conveyance of Parcel A to City, City shall pay Sunfair the amount of Forty -Two Thousand Dollars ($42,000.00), due and payable upon closing. 4. Conditions Precedent to Sale. This Agreement is subject to the following express conditions precedent, and neither party shall be obligated to exchange parcels or otherwise close this purchase and sale transaction until all of the following conditions precedent are satisfied in the manner set forth below: (A) Parcel A (i) Clear Title. At or before time of closing, Sunfair shall clear any and all defects in the title and all liens, encumbrances, covenants, rights-of-way, easements, or other outstanding rights disclosed by the preliminary title report, except those matters set forth in Section 1. (ii) Satisfactory Environmental Audit and Feasibility Studies. Upon execution of this Agreement, City and its agents and subcontractors, are granted the privilege of entering upon Parcel A for the purpose of performing environmental audits, soil tests, asbestos tests, engineering and feasibility studies, and such other studies as Ciity may in Page 2 of 10 its sole and exclusive discretion deem necessary to determine the suitability of the property for the purpose for which City desires to purchase the same. At a minimum, City shall complete a Phase I Environmental Audit of the property but other and further environmental audits/testing may be performed. The results of such audits, tests, and studies must be determined to be satisfactory in City's sole and exclusive discretion. Notice of satisfaction of this condition shall be provided by City to Sunfair in writing no later than January 15, 1997. Failure to give notice within said time period shall be deemed to be nonsatisfaction. All costs of investigation or cleanup shall be paid by Sunfair. (iii) Improvements. Sunfair shall complete, at its own cost and expense, those alterations and improvements listed in Appendix "A" subject to City's approval and satisfaction in its sole and exclusive discretion. Said alterations and improvements are necessary to render Parcel A suitable to house Yakima Community Television (YCTV). (B) Parcel B (i) Clear Title. At or before time of closing, City shall clear all liens, encumbrances, covenants, rights-of-way, easements, or other outstanding rights disclosed by the preliminary title report, except those matters set forth in Appendix "B." (ii) Satisfactory Environmental Audit and Feasibility Studies. Upon execution of this Agreement, Sunfair and its agents and subcontractors, are granted the privilege of entering upon Parcel B for the purpose of performing environmental audits, soil tests, asbestos tests, engineering and feasibility studies, and such other studies as Sunfair may in its sole and exclusive discretion deem necessary to determine the suitability of the property for the purpose for which Sunfair desires to purchase the same. At a minimum, Sunfair shall complete a Phase I Environmental Audit of the property but other and further environmental audits/testing may be performed. The results of such audits, tests, and studies must be determined to be satisfactory in Sunfair's sole and exclusive discretion. Notice of satisfaction of this condition shall be provided by Sunfair to City in writing no later than January 15, 1997. Failure to give notice within said time period shall be deemed to be nonsatisfaction. All costs of investigation or cleanup shall be paid by City. Page 3 of 10 In the event that any o:ne of the foregoing conditions precedent is not satisfied in the manner set forth above, then this .Agreement shall terminate and be without any further force and effect, and without further obligation of either party to the other. 4. Closing. The transaction contemplated hereby shall be closed at Fidelity Title Company, Yakima, Washington, with the contemplated closing date of , 1996, or as soon thereafter as reasonably practicable following fulfillment of the conditions precedent. O:n closing, each party shall deliver to the other its duly executed Deed conveying the respective Parcels A and B and each shall be responsible for the payment of the recording fees for the Deed in its favor, for the cost of title insurance for the parcel which it conveys, and for one-half (1/2) of the escrow closing fee. Real Estate Sales Excise Tax if applicable, shall be paid by the grantor of the taxed parcel. 5. Representations. Warranties. and Indemnities. (A) Definition of "Hazardous Substance." When used in this Agreement the term "hazardous substance" shall be defined to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic, or radioactive substance, or other similar term, by any federal, state, or local environmental statute, regulation, or ordinance presently in effect or that may be promulgated in the future, as such statutes, regulations, and ordinances may be amended from time to time, including, but not limited to, the statutes listed below: (1) Federal Resource C•'nservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq. (2) Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq. (3) Federal Clean Air Act, 42 U.S.C.. § 7401-7626. (4) Federal Water Pollution Control .Act, Federal Clean Water Act of 1977, 33 U.S.C. § 1257 et seq. (5) Federal Insecticide, Fungicide, and Rodenticide Act, Fed. Pesticide Act of 1978 7 U.S.C. § 13 et seq. (6) Federal Toxic Substance Control Act, 15 U.S.C. § 2601 et seq. Page 4 of 10 (7) Federal Safe Drinking Water Act, 42 U.S.C. § 300(1) et seq. (8) Washington Clean Air Act, RCW Chapter 70.94. (9) Washington Solid Waste Management -Recovery and Recycling Act, RCW Chapter 70.95. (10) Washington Model Toxics Control Act, RCW Chapter 70.105D. (11) Washington Hazardous Waste Fees Act, RCW Chapter 70.105A. (12) Washington Nuclear Energy and Radiation Act, RCW Chapter 70.98. (13) Washington Radioactive Waste Storage and Transportation Act of 1980, RCW Chapter 70.99. (B) Parcel A (i) Representations and Warranties. Sunfair represents and warrants to City that the following are true and correct: (1) There are no hazardous substances present on or under Parcel A; and (2) Sunfair will not cause or permit any activities on Parcel A which directly or indirectly could result in a release of hazardous substances on or under Parcel A; and (3) Any hazardous substances that may have been released or present on or under Parcel A have been properly treated, cleaned up, removed, and disposed of in compliance with all federal, state, and local environmental statutes, regulations, and ordinances, including, but not limited to, the statutes listed in subsection (A) above; and (4) Sunfair has completed all remedial, cleanup, and corrective actions required pursuant to all federal, state, and local environmental statutes, regulations, and ordinances, and in conformance with all applicable standards of professional skill, competence, and care; and Page 5 of 10 (5) Sunfair shall at all times retain any and all liabilities arising from the off-site handling, treatment, storage, transportation, or disposal of hazardous substances by Sunfair. The foregoing representations and warranties shall survive the closing. (ii) Indemnities. Sunfair shall. protect, defend, indemnify, and hold the City harmless from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and costs and expenses (including attorney's fees and disbursements), which accrue to or are incurred by the City on or after transfer of Parcel A and arise diirectly or indirectly from or out of, relate to, or in any way are connected with (1) any breach of the representations or warranties contained. herein, (2) any activities on Parcel A. during Sunfair's ownership, possession, or control of Parcel A which directly or indirectly result in Parcel A or any other property becoming contaminated with hazardous substances, and (3) the presence, discovery, or cleanup of any hazardous substances released or existing on or under Parcel A. at any time prior to the date title is transferred to the City. The foregoing indemnities shall survive the closing; provided, however, that: (1) City's failure to, prior to closing, undertake all appropriate inquiry into the previous ownership and uses of the property, consistent with good commercial or customary practice in an effort to minimize liability or (2) City's act or omission after closing causes or contributes to the release or threatened release of a hazardous substance at the property, shall render these indemnities null and void. Further, these indemnities shall not inure to the benefit of any third party or future purchaser of the property and do not run with the land. (C) Parcel B (i) Representations and Warranties. City represents arid warrants to Sunfair that th.e following are true and correct: (1) There are no hazardous substances present on or under Parcel B; and (2) City will not cause or permit any activities on Parcel B which directly or indirectly could result in a release of hazardous substances on or under Parcel B; and Page 6 of 10 (3) Any hazardous substances that may have been released or present on or under Parcel 13 have been properly treated, cleaned up, removed, and disposed of in compliance with all federal, state, and local environmental statutes, regulations, and ordinances, including, but not limited to, the statutes listed in subsection (A) above; and (4) City has completed all remedial, cleanup, and corrective actions required pursuant to all federal, state, and local environmental statutes, regulations, and ordinances, and in conformance with all applicable standards of professional skill, competence, and care; and (5) City shall at all times retain any and all liabilities arising from the off-site handling, treatment, storage, transportation, or disposal of hazardous substances by City. The foregoing representations and warranties shall survive the closing. (ii) Indemnities. City shall protect, defend, indemnify, and hold Sunfair harmless from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and costs and expenses (including attorney's fees and disbursements), which accrue to or are incurred by Sunfair on or after transfer of Parcel B and arise directly or indirectly from or out of, relate to, or in any way are connected with (1) any breach of the representations or warranties contained herein, (2) any activities on Parcel B during City's ownership, possession, or control of Parcel B which directly or indirectly result in Parcel B or any other property becoming contaminated with hazardous substances, and (3) the presence, discovery, or cleanup of any hazardous substances released or existing on or under Parcel B at any time prior to the date title is transferred to Sunfair. The foregoing indemnities shall survive the closing; provided, however, that: (1) Sunfair's failure to, prior to closing, undertake all appropriate inquiry into the previous ownership and uses of the property, consistent with good commercial or customary practice in an effort to minimize liability or (2) Sunfair's act or omission after closing causes or contributes to the release or threatened release of a hazardous substance at the property, shall render these indemnities null and void. Further, these indemnities shall not inure to the benefit of any third party or future purchaser of the property and do not run with the land. Page 7 of 10 6. Notices. Any notices required or desired to be given under this Agreement shall be in writing and personally served, given by overnight express delivery, or given by mail. Any notices given by mail shall be sent, postage prepaid, by certified mail, return receipt requested, addressed to the party to receive at the following address or at such other address as the party may from time to time direct in writing: SUNFAI:R: CITY: Tittle Company: Sunfair Associates, a Washington partnership Attn: H. E. "Jerry" Maggard c/o Advanced Services The Rockford Building 412 South 3rd Street, #4 Yakima, WA 98901 Mr. R. A. Zais, Jr. City Manager City of Yakima 129 North Second Street Yakima, WA 98901 Fidelity Title Company 406 North 2nd Street Yakima, WA 98901 Express delivery notices shall be deemed to be given upon receipt. Postal notices shall be deemed to be given three (3) days after deposit with the United States Postal Service. Copies of all notices to Seller or Purchaser shall be given to Fidelity Title Company, and copies of all notices to Fidelity Title Company shall. be given to the other party to thiis Agreement. 7. Assignment. Neither :party shall not transfer or assign thiis Agreement, or any interest therein, without the consent in writing of the other party, and it is agreed that any such transfer or assignment, whether voluntary, by operation of :law or otherwise, without such consent in writing, shall be absolutely void and shall, at the option of the non-transfen-ing/assigning party, terminate this Agreement. 8. Waiver of Breach. A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict perfat mance of any agreement, cove:nant or condition of this Agreement, or to exercise any right herein given in any one or :more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. Page 8 of 10 9. Time of the Essence. Time is of the essence of this Agreement. 10. Law Governing. This Agreement shall be governed in all respects by the laws of the State of Washington. 11. Successors and Assigns. Subject to the provisions of Section 8, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns. 12. Entire Agreement. It is understood and agreed that all understandings and agreements, whether written or oral, heretofore had between the parties hereto are merged in this Agreement, which alone fully and completely expresses their agreement, that neither party is relying upon any statement or representation not embodied in this Agreement, made by the other, and that this Agreement may not be changed except by an instrument in writing signed by both parties. 13. Litigation. In the event there should be any litigation arising out of this Agreement. venue shall lie in Yakima County, Washington, and the prevailing party shall be entitled to recover its reasonable attorney's fees and costs. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first herein written. ATTEST: [CITY] L- (Seal) City Clerk CRY CONTRACT NO: RESO!t,'TIONNO: 2 I _? Sunfair's acceptance: day of , 1996. Sunfair agrees to the property exchange on the to s and conditions specified CITY OF YAKIMA, WASHINGTON R. A. Zais, r., City Manager Page 9 of 10 herein. Sunfair acknowledges receipt of a copy of the Agreement, signed by both parties. Page 10 of 10 [SUNFAIIR] SUNFAIR ASSOCIATES, A WASHINGTON PARI`NERSHIP By: Steven L. Alegria By: Patric By:-- 11.E."J APPENDIX "A" RECOMMENDATION OF IMPROVEMENTS BY CODE ADMINISTRATOR LEONARD HALL ITEM EST. COST Insulation now exposed in rear of bldg. must be covered by vinyl or sheetrock 500.00 Suspended ceiling must be installed in entire rear portion of the building if sheetrock is not used to cover exposed insulation 3,000.00 Bathroom's finished (Installation of ADA required bars and stalls) N/Charge New entry door (power assisted) Standard Hydraulic Closer 1,200,00 Furring out of uninsulated walls, insulation installed and covered with sheetrock 3,000.00 Siding or other weatherproofing on exterior walls (we use steel siding) 3,300.00 Safety glass installed within 24" arc of front door. Remove store front and install (4) 5x7 Thermopane picture windows. Double pane windows installed across front of bldg. 2,500.00 New HVAC unit to service read of bldg. (all ductwork into each separate room required) We use rear existing bathroom for utility furnace room 8,000.00 Restroom exhaust fans need to be ducted to the exterior of the bldg. N/Charge Hot water heater supply lines must be extended from 1/2" to 3/4". Does not apply to existing plumbing N/Charge Total this page $21,500.00 NECESSARY BLDG. IMPROVEMENT (in addition to Leonard Hall recommendations) ITEM Alarm System with Fire Protection System (total not to exceed $2,000.00) HVAC ducting in front office area for separate rooms Carpeting in rest of front office area, edit bays, storage room, control room, dub station, conference/training room and hallway. Allowance of $9.00 per/sy carpet plus $3.00 per/sy install 10 new regular sized interior doors and 2 new double interior doors, finished, installed w/hardware 2,500 sq. ft. of room construction (framing, sheetrock, paint, lighting, and some soundproofing)(as detailed on "Bldg. Room Sizes" sheet) Electrical (as detailed on "Electrical Needs" sheet) Does not include dimmers and install Telephone installation (as detailed on the "Telephone Needs" sheet) Not included except rough wiring Computer network cabling (as detailed ion the "Computer Network Needs" sheet) Not included except rough wiring Fencing around carport area Trough lighting in front office area and equipment storage/checkout room - included in Elec. Bid Electric door on vehicle bay Total this page Grand total EST. COST 2,000.00 1.,000.00 7,000.00 3,400.00 5,000.C)0 9,200.00 N /Charge N/Charge 500.00 300.00 ,28,400.00 $49,900.00 APPENDIX "B" 1. Right of Reversion in case of a breach of restrictions, its terms and conditions, imposed by Deed recorded April 5, 1913, Volume 136 of Deeds, under Auditor's File Number 37830. By virtue of Agreements recorded August 20, 1914, in Volume 143 of Deeds, under Auditor's File Number 58847 and recorded August 8, 1914, in Volume 146 of Deeds, under Auditor's File Number 584648 and 58469, certain conditions of said reversionary right were modified with regard to Lot 15. 2. Agreement and the terms and conditions thereof regarding reservation as to the use of said Lots 1, 2, and 16, and provisions for compensation or reversion of title in the event of cessation of use, as recorded August 20, 1914, in Volume 143, of Deeds, under Auditor's File Number 58847. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. I For Meeting Of 7/2/96 ITEM TITLE: A resolution authorizing and directing the City Manager and City Clerk of the City of Yakima to execute a Purchase and Sale Agreement with Sunfair Associates for the trade of former Fire Station No. 2 for improved property located at 124 South Second Street to be used to house the Cable TV Division. SUBMITTED BY: Glenn Rice, Assistant City Manager Jeff B. West, Assistant City Attorney CONTACT PERSON/TFT_FPHONE: Jeff B. West/575-6033 SUMMARY EXPLANATION: Due to construction of facilities to house the Fire Department Electronics Division and moving the Animal Control Division to City Hall, former Fire Station No. 2 is or will soon be vacant. The Cable TV Division is in need of an adequate City -owned facility as the current Cable TV building lease will expire in the Fall of 1996. One option is to house Cable TV in former Fire Station No. 2. However, former Fire Station No. 2 will require approximately $85,000.00 in renovations to render it usable for Cable TV. Sunfair Associates has property available which they are willing to make suitable for use by the Cable TV Division. Sunfair Associates are desirous of acquiring former Fire Station No. 2. Sunfair Associates has proposed a trade whereby the City would trade former Fire Station No. 2 and $42,000.00 for Sunfair's property located at 124 South Second Street in the City of Yakima. On May 7, 1996, the City Council reviewed this offer and directed that steps be taken to formalize this arrangement. This proposed property transaction will result in the City having adequate space to house the Cable TV Division for $42,000.00, a savings of $43,000.00 over the cost of renovating former Fire Station No. 2. Resolution X Ordinance Contract X Other(Specify) Funding Source \ APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Pass resolution. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: IL I N.nd.'.w2•>r ]r AGENDA STATEMENT (Page 2) Item No. For Meeting Of SUMMARY I PLANATION: (Continuedl) Funding for the $42,000.00 cash payment required by this Agreement will be as follows: (a) $30,000.00 from the current Cable TV budget and (b) $12,000.00 from Cable TV reserves. Additionally, the City may need to establish an interfund loan to the Fire Capital Fund for up to former Fire Station No. 2's appraised value of $194,400.00 to fund Fire Department Capital Projects in accordance with the bond issue. Such an interfund loan would lbe repaid, with interest and payment schedule yet to be determined, from resources collected under the TCI franchise and allocated for the costs of housing YCTV. Future legislation will be required to allocate $12,000.00 from Cable TV reserves and to approve an interdepartment loan.