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HomeMy WebLinkAboutR-1998-018 Purchase & Sale Agreement / Parking Lot / Convention Center / 108 N. 8th St.RESOLUTION NO. R-98 18 A RESOLUTION authorizing the City Manager and the City Clerk to execute a purchase and sale agreement, and to take such other steps as may be necessary and prudent to acquire the real property located at 108 N. 8th Street. WHEREAS, the recent Convention Center expansion necessitates acquisition of additional property for Convention Center parking; and WHEREAS, the property at 108 N. 8th Street in Yakima is one of several lots that have been previously approved by City Council for acquisition; and WHEREAS, the property is available at an acceptable price; and WHEREAS, it is in the best interest of the City of Yakima that the City go forward with acquisition of the property by executing a purchase and sale agreement for the property and taking such other steps as may be necessary and prudent to acquire the property, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and the City Clerk are authorized to execute a purchase and sale agreement in substantially the same form as the purchase and sale agreement attached to this resolution, and to take such other steps as may be necessary and prudent to acquire the real property located at 108 N. 8th Street. Final execution of all transaction documents is subject to review and approval as to form by the City Attorney. ADOPTED BY THE YAKIMA CITY COUNCIL this J day of February, 1998. JOHN PUCCINELLI, Mayor Ai EST: City Clerk PURCHASE AND SALE AGREEMENT This Agreement is made and entered into this day of ,1998, by and between CORNELIO MARTINEZ U. and BERNARDA TORRES M., husband and wife, (hereinafter referred to as "Seller") and CITY OF YAKIMA, a Washington municipal corporation, (hereinafter referred to as "Purchaser"), WITNESSETH: IT IS MUTUALLY AGREED by and between the parties hereto as follows: Section 1. Purchase and Sale of the Property. Seller hereby agree to sell and Purchaser hereby agrees to purchase, subject to and on the terms and conditions hereinafter set forth and for the price hereinafter fixed, certain real property at 108 North 8th Street in Yakima, Yakima County, Washington, legally described as follows: Lot 4, Block 9, Huson's Addition to North Yakima, now Yakima, recorded in volume "A" of Plats, page 11, records of Yakima County, Washington. (Yakima County Assessor's Parcel Number 191319-12447; Levy Code 333) Situate in the County of Yakima, State of Washington. The above-described sale property shall be referred to as the "Property." It is understood that the sale and conveyance made pursuant to this Agreement shall be subject to any and all applicable federal, state, and local laws, orders, rules, and regulations. Section 2. Purchase Price. The purchase price for the Property to be paid by Purchaser to Seller shall be the sum of Seventy Thousand Dollars ($69.800.00) ("Purchase Price"). Section 3. Payment of the Purchase Price. The Purchase Price shall be paid by Purchaser to Seller within twenty (20) days of execution of this Agreement by both parties, Purchaser shall deposit the sum of Seventy Thousand Dollars ($69.800.00), in cash or cashier's check, with Fidelity Title Insurance Company, 406 North 2nd Street, Yakima, Washington 98901 ("Title Company"), together with all applicable closing costs. Section 4. Conditions Precedent to Sale. This Agreement is subject to the following express conditions precedent, and Purchaser shall not be obligated to purchase the Property until all of the following conditions precedent are satisfied in the manner set forth below: (a) Clear Title. At or before time of closing, Seller shall clear any and all defects in the title and all liens, encumbrances, covenants, rights of way, easements, or other Iap\city utilities/services\wastewater\Pollock - Race & 15th\P&S K documents\Pollock P & S K/lp PURCHASE AND SALE AGREEMENT -- Page 1 of 6 2/3/98 10:16 AM outstanding rights disclosed by the preliminary title report, except those matters set forth in Section 6. (b) Satisfactory Environmental Audit and Feasibility Studies. Upon execution of this Agreement, Purchaser, and its agents and subcontractors, are granted the privilege of entering upon the Property for the purpose of performing environmental audits, soil tests, asbestos tests, engineering and feasibility studies, and such other studies as Purchaser may deem necessary to determine the suitability of the Property for the purpose for which Purchaser desires to purchase the same. The results of such audits, tests, and studies must be determined to be satisfactory in Purchaser's opinion, and Purchaser shall make said determination within ninety (90) days after the date of Seller's acceptance of this Agreement. In the event that any one of the foregoing conditions precedent is not satisfied in the manner set forth above, then the Escrow Fund shall be returned to Purchaser, and this Agreement shall terminate and be without any further force and effect, and without further obligation of either party to the other. Section 5. Escrow. Within twenty (20) days of execution of this Agreement by all parties, an escrow account shall be opened with Fidelity Title Company, and Purchaser shall thereupon deposit with the Title Company the sum of Seventy Thousand Dollars ($69.800.00), together with applicable closing costs, with instructions to Title Company to hold the same in accordance with the provisions of this Agreement. On or before the date of closing of escrow, Seller shall deposit with Title Company a duly executed Statutory Warranty Deed for the Property. Title Company shall be instructed to: (1) deliver and record the Statutory Warranty Deed to Purchaser; and (2) deliver to Seller the Purchase Price. At closing, (1) (2) Section 6. Purchaser shall pay the following costs: The escrow fee; and The cost of recording the Statutory Warranty Deed. Title. Upon closing of escrow as set forth in Section. 5, title to the Property shall be conveyed by Seller to Purchaser by a duly executed Statutory Warranty Deed. Title to the realty shall be in fee simple and clear of all liens, encumbrances, exceptions, and reservations other than the following: (1) Non -delinquent real property taxes (whether general or special); (2) Rights reserved in federal patents or state deeds; (3) Building or use restrictions consistent with current zoning, other than government platting and subdivision requirements; lap\city utilities/services\wastewater\Pollock - Race & 15th\P&S K documents\Pollock P & S K/1p PURCHASE AND SALE AGREEMENT -- Page 2 of 6 2/3/98 10:16 AM (4) Utility easements; (5) Items disclosed in the preliminary title report and expressly approved in writing or waived in writing by Purchaser. Section 7. Seller's 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 Conservation 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. (7) Federal Safe Drinking Water Act, 42 U.S.C. § 300(f) 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) Representations and Warranties. Seller represents and warrants to Purchaser that the following are true and correct: (1) There are no hazardous substances present on or under the Property; and (2) Seller will not cause or permit any activities on the Property which directly or indirectly could result in a release of hazardous substances on or under the Property; and Any hazardous substances that may have been released or present on or under the Property have been properly treated, cleaned up, removed, and disposed of in compliance with all federal, state, and local environmental statutes, (3) lap\city utilities/services\wastewater\Pollock - Race & 15th\P&S K documents\Pollock P & S K/lp PURCHASE AND SALE AGREEMENT -- Page 3 of 6 2/3/98 10:16 AM regulations, and ordinances, including, but not limited to, the statutes listed in subsection (a) above; and (4) Seller 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 Seller shall at all times retain any and all liabilities arising from the off-site handling, treatment, storage, transportation, or disposal of hazardous substances by Seller. (c) Indemnities. Seller shall protect, defend, indemnify, and hold Purchaser 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 Purchaser on or after transfer of the Property 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 the Property during Seller's ownership, possession, or control of the Property which directly or indirectly result in the Property 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 the Property at any time prior to the date title is transferred to Purchaser. (5) Section 8. Closing; Possession. Escrow for the Property shall close on or before February 15, 1998. Purchaser shall have the right to take possession of the property on the date of closing. Section 9 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: Seller: Cornelio Martinez U. and Bernarda Torres M., 108 N. 8th St. Yakima, WA 98901 Purchaser: City of Yakima c/o City Manager 129 North 2nd Street Yakima, WA 98901 Title Company: Fidelity Title Company 406 North 2nd Street r?" Yakima, WA 98901 lap\city utilities/services\wastewater\Pollock - Race & 15th\P&S K documents\Pollock P & S K/lp PURCHASE AND SALE AGREEMENT -- Page 4 of 6 2/3/98 10:16 AM 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 this Agreement. Section 10. Assignment. Purchaser shall not transfer or assign this Agreement, or any interest therein, without the consent in writing of Seller, 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 Seller, terminate this Agreement. Section 11. 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 performance of any agreement, covenant 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. Section 12. Time of the Essence. Time is of the essence of this Agreement. Section 13. Law Governing. This Agreement shall be governed in all respects by the laws of the State of Washington. Section 14. Successors and Assigns. Subject to the provisions of Section 10, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns. Section 15. 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. lap\city utilities/services\wastewater\Pollock - Race & 15th\P&S K documents\Pollock P & S K/lp PURCHASE AND SALE AGREEMENT -- Page 5 of 6 2/3/98 10:16 AM Section 16. Litigation. In the event that any suit or action is instituted by either party to enforce compliance with or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to collect, in addition to necessary court costs, such sums as the court may adjudge as reasonable attorney fees. The venue for any such action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first herein written. SELLER: Witness: Witness: PURCHASER: ATTEST: CORNELIO MARTINEZ U. By: BERNARDA TORRES M. By: CITY OF YAKIMA, WASHINGTON By: City Clerk (Seal) R. A. Zais, Jr., City Manager Resolution No. lap\city utilities/services\wastewater\Pollock - Race & l5th\P&S K documents\Pollock P & S K/Ip PURCHASE AND SALE AGREEMENT -- Page 6 of 6 2/3/98 10:16 AM BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT4Item No. IS— For Meeting Of: February 3, 1998 ITEM TITLE: Resolution authorizing the City Manager and the City Clerk to execute a Purchase and Sale Agreement and to take such other steps as may be necessary and prudent to complete the acquisition by the City of property at 108 N. 8th Street in Yakima. SUBMITTED BY: Glenn Rice, Assistant City Manager CONTACT PERSON/TELEPHONE: Glenn Rice, 575-6040 SUMMARY EXPLANATION: The recent Convention Center expansion necessitates acquisition of new property for Convention Center parking. The property at 108 N. 8th Street in Yakima is one of several lots that have been previously approved by City Council for acquisition. The property is available at an acceptable price. A Purchase and Sale Agreement consistent with City practices will be prepared and presented to Council at or before the February 3 Council meeting. Resolution X Ordinance Contract Other(Specify) Funding Source APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: ADOPT THE PROPOSED RESOLUTION. BOARD/COMMISSION RECOMMENDATION: N/A COUNCIL ACTION: lap \real estate\convention cntr parking\ 108 n. 8th\agenda stmnt 2/3/98 AFTER RECORDING MAIL TO: City Manager City of Yakima 129 North Second Street Yakima, WA 98901 COU ITV EXC SE TAX DATE PAD REG, NO. BY - Yakima County Trc°as. rs •'s office /v STATUTORY WARRANTY DEED GRANTORS: Cornelio Martinez U. and Bernarda Torres M. GRANTEES: City of Yakima ABBREVIATED LEGAL DESCRIPTION: Lot 4, Block 149, Huson's Addition to North Yakima Additional legal description on page 1 below. ASSESSOR'S PROPERTY TAX PARCEL NUMBER: 191319-12447 THE GRANTORS, CORNELIO MARTINEZ U. and BERNARDA TORRES M., husband and wife, for good and valuable consideration, in hand paid, convey and warrant to the CITY OF YAKIMA, GRANTEE, the following -described real estate, situated in the County of Yakima, State of Washington: Lot 4, Block 149, Huson's Addition to North Yakima, now Yakima, recorded in volume "A" of Plats, page 11, records of Yakima County, Washington. (Yakima County Assessor's Parcel Number 191319-12447) Situate in the County of Yakima, State of Washington. Subject to: 1. Real property taxes and assessments for the assessment year 1998; 2. Liability for future annual assessments by reason of inclusion within the boundaries of City of Yakima Irrigation Maintenance District No. 308; and 3. Rights reserved in federal patents, state or railroad deeds, building or use restrictions general to the area, zoning regulations, easements, conditions, restrictions, reservations, rights-of-way, covenants and other servitudes appearing of record or existing in fact over or upon the property, together with encroachments, claims of adverse possession, prescriptive easements or boundary line disputes visible by inspection or which would be disclosed by 111111111111111111111111111111 7045343 02/17/1998 04. 171 MCAT'? TITLE COMPANY D $9.00 Yakima Co, WA survey, and any future adjudication of surface water rights by any federal or state proceeding. DA 1'b,D this 13 day of / a/Wi r ,1998. CORNELIO MARTINEZ U. STATE OF WASHINGTON ) )ss: County of Yakima ) I certify that I know or have satisfactory evidence that Cornelio Martinez U. is the person who appeared before rne, and said person acknowledged that he signed this instrument and acknowledged it to be his free and voluntary act for the uses and purposes mentioned in the instrument. Dated:VA/hey /3,19Y STATE OF WOO HT County of Yakima )ss: ) AlKitt . gdamkok Pri ted Name: (.)- AMY M. MCKINNEY Notary Public in and for the State of Washington, residing at0- My commission expires: 5 -i1-9?' It mac% r✓2cl V d e, 76 -Yr CS BERNARDA TORRES M. I certify that I know or have satisfactory evidence that Bernarda Torres M. is the person who appeared before me, and said person acknowledged that she signed this instrument and acknowledged it to be her free and voluntary act for the uses and purposes mentioned in the instrument. e e . ick• Prated Nana AMY M. MCKINNEY Notary Public in and for the State of Washington, residing at OurtaX. My commission expires: 5 - II-' (k1w)Warranty Deed/108 N. 8th Street\ Peterson\ Deeds \ Miscellaneous 2/13/98 7:21 AM 1111111111111111111111111111 7045343 Page 2 of 2 02/1711888 04;17F FIDELITY TITLE COMPANY D X9.00 Yakima Co, WA ..........................................•:•IlescaAl.'Ck011-:•:•:•:•:•::•:::::::::::::•:•:•:•.•.• •......... ....... :•:1•:•:•:•.•:•:Nerd•:•::•:•:•:1•:•..:.:c '•GIta::.:•:•1 TOTAL CONSIDERATION: Total Consideration 69,800.00 Deposit/Earnest Money 70,579.95 ESCROW CHARGES Escrow Fee to Fidelity Title Company 340.00 Sales Tax to Fidelity Title Company 26.86 RECORDING FEES: Recording Fees to Fidelity Title Co. 12.00 PRORATIONS AND ADJUSTMENTS: County Taxes From 01/01/98 To 02/17/ 46.69 Based on the Annual amount of $362.61 Sub Totals 70,178.86 70,626.64 Refund Due Buyer 447.78 Totals 70,626.64 70,626.64 THIS STATEMENT SHOULD BE RETAINED FOR INCOME TAX PURPOSES.