HomeMy WebLinkAbout1991-3359 Elderly Homeownership Program ORDINANCE NO.
AN ORDINANCE OF THE COUNCIL OF THE CITY OF
4110 YAKIMA, WASHINGTON, AUTHORIZING THE PURCHASE
OF AN APARTMENT BUILDING IN THE CITY FOR THE
PURPOSE OF HISTORIC PRESERVATION TO BE USED
FOR THE DEVELOPMENT OF A PROGRAM FOR OWNERSHIP
OF SUCH APARTMENTS BY IOW- INCOME ELDERLY OR
HANDICAPPED RESIDENTS AND ESTABLISHING THE
ELDERLY HOMEOWNERSHIP PROGRAM.
WHEREAS, RCW 35.21.395 authorizes cities to purchase, maintain
and manage property for the purpose of historic preservation and
to enter into contracts and issue obligations for such purpose;
and
WHEREAS, the Council of the City of Yakima (the "Council ")
heretofore has adopted the Yakima Downtown Futures Plan: 1990 -
2000, which emphasized the goal of historic preservation; and
WHEREAS, the Council hereby finds that purchase and operation
by the City of the apartment building located at 27 South Fourth
Street in the City ( "Chestnut Manor" or the "Property ") is
necessary to further the goal of historic preservation; and
j WHEREAS, the Council hereby finds that there is a need for
affordable housing for low - income residents, particularly the
elderly and handicapped, in the City, and an even greater need for
• home ownership opportunities for such persons; and
WHEREAS, the City has received an award of $325,000 from the
Housing Trust Fund of the State of Washington (the "State ") to be
used in furtherance the City's program of homeownership for the
elderly and handicapped; and
WHEREAS, the City of Yakima (the "City ") is a city of the
first class of the State of Washington; and
WHEREAS, RCW 35.23.440(20) and RCW 35.22.580 together
authorize first class cities to mortgage property; and
WHEREAS, the present owner has offered to sell Chestnut Manor
to the City at a price of not to exceed $690,000, upon an initial
payment of $325,000 and assumption of an existing note secured by
a deed of trust on the Property;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF YAKIMA, AS
FOLLOWS:
Section 1. Findings.
1. (a) The Council hereby finds and determines that:
T.
(1) Chestnut Manor was constructed in 1905 as a livery ,~
and since has been used as an apartment building, and is one of the
few ew survivin structures in the City dating from the early 1900s;
(2) by letter of November 15, 1990, the State Office of
Archaeology and Historic Preservation encouraged the protection
and preservation of Chestnut Manor; and
(3) preservation of Chestnut Manor as a historic
structure is a goal of the City.
(b) The Council further finds and determines that:
(1) there is a need for decent, safe and affordable
housing in the City for low- income residents;
(2) there is a need for affordable home ownership
opportunities in the City for low- income elderly or handicapped
residents, and creation of such opportunities is a goal of the
City; and
0 1
(3) Chestnut Manor is a property suitable for
implementation of a homeownership program for low - income elderly
or handicapped residents, and such program will preserve Chestnut
Manor as a historic structure.
Section 2. Authorization of Purchase. The purchase of
Chestnut Manor by the City at a price of not to exceed $690,000 and
application of the $325,000 Housing Trust Fund award to such
purchase price is hereby authorized. Execution by the appropriate
City official(s) of an Assumption Agreement, substantially in the
form attached hereto as Exhibit A and by this reference
incorporated herein, also is authorized. The note to be so assumed
by the City (the "Note ") shall have an outstanding principal
-2- k: \asr\25T39- 83.001 \29nchesnut.11I
s
balance of not to exceed $365,000, bear interest at a rate of
10.75% per annum and mature on October 1, 1992. Under the Note,
I principal and interest are payable in monthly installments of
$3,640.61, commencing July 1, 1991, with the remaining unpaid
principal balance due at maturity, or earlier prepayment. Under
the Real Estate Purchase and Sale Agreement, a form of which is
attached hereto as Exhibit B, the seller will agree to pay in full,
on or before the date of acquisition of the Property by the City,
seller's debt obligations to the Department of Community and
Economic Development of the City. The appropriate City official(s)
is hereby authorized to execute the Real Estate Purchase and Sale
Agreement substantially in the form attached hereto as Exhibit B.
Section 3. The Program. In order to conserve the supply of
decent, safe, sanitary and affordable housing for low - income
• residents of the City, particularly low- income elderly' or
4 handicapped residents, the City hereby establishes the Elderly
Homeownership Program. The Office is hereby directed to operate,
manage and, when the Office deems appropriate, to sell Chestnut
Manor in furtherance of the goals of the Elderly Homeownership
Program and of historic preservation. Chestnut Manor shall be sold
at a price of not less than the City's then outstanding balance on
the Property on terms to be determined by the Office; provided,
that Chestnut Manor shall be sold only to a purchaser or purchasers
who are low- income elderly or handicapped residents, or an
organization composed of such persons, and who covenant (a) that
they will preserve the Property as an historic structure, in full
( compliance with all applicable federal, state and local laws,
41/ -3- k:\ ear \25739- 53.001\29nchesnut.11l
regulations, rules and guidelines applicable to historic structure,
(b) that they will not reconvey the Property without the consent 01V
of the City, which consent shall be conditioned on its finding that
such reconveyance is in the best interests of the City and its
inhabitants and which may be conditioned on the seller's payment
to the City of all or a portion of the total amount of money that
the City then has paid for the acquisition, maintenance and
improvement of the Property (including the Housing Trust Fund award
of $325,000) less the total of all payments for rental of
apartments then received by the City, and (c) that all apartments
in Chestnut Manor will be owned and occupied by low- income elderly
or handicapped residents at all times prior to such reconveyance,
if any.
Section 4. Authorization to Officials and Agents:
Ratification of Prior Actions. The appropriate City officials, 410
agents and representatives are hereby authorized and directed to
execute the Real Estate Purchase and Sale Agreement and the
Assumption Agreement, substantially in the form attached hereto,
and to do everything necessary for the prompt acquisition of
Chestnut Manor and for the implementation of the Elderly
Homeownership Program, as provided in this ordinance.
All actions heretofore taken by the City's officials, agents
and representatives in connection with the purchase of Chestnut
Manor and the development of the Elderly Homeownership Program are
hereby ratified, approved and confirmed.
40 -4- k: \,sr\25739 -83.00t \29nehesrxit. t i t
r S
Section 5. Xffective Date. This ordinance shall be in full
411 force and effect from and after thirty (30) days after the date of
its publication, adoption and approval as required by law.
ADOPTED by the City Council of the City of Yakima, Washington,
at a regular meeting thereof held this 14th day of May, 1991.
CITY OF YAKIMA, WASHINGTON
N(54..-0--ell -
Mayor
ATTEST:
)d ek
City Clerk
t
•
Publication Date 5'17' )
Effective Date 6 /i 6 Iq I
0
— k:\ asrk25739- 83.001\29nchesnut.11l
CLERK'S CERTIFICATE
I, the undersigned, the duly chosen, qualified and acting
Clerk of the City of Yakima, Washington (the "City "), and keeper
of the records of the City Council of Yakima (the "Council "), DO
HEREBY CERTIFY:
1. That the attached ordinance is a true and correct copy
of Ordinance No. 33 S3 of the Council (herein called the
"Ordinance "), as finally adopted at a regular meeting of the
Council held on the 14th day of May, 1991, and duly recorded in the
offices of the City.
2. That said meeting was a regular meeting duly convened and
held in all respects in accordance with law, and, to the extent
required by law, due and proper notice of such meeting was given;
/-
that a quorum was present throughout the meeting and a legally (
sufficient number of the members of the Council voted in the proper 110
manner for the adoption of the Ordinance; that all other
requirements and proceedings incident to the proper adoption of the
Ordinance have been duly fulfilled, carried out and otherwise
observed; and that I am authorized to execute this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official seal of the City this I ' of May, 1991.
lth e-
/k2 C )-1-1 L,
City Clerk
-6- k:\astrA25739-83.001\29nchesnutAil
EXHIBIT A
FORM OF ASSUMPTION AGREEMENT
411 The following is hereby mutually agreed as between Everett
Mutual Savings Bank ( "Lender "), Bert V. Cronin, Jr. and
Roxanne R. Cronin ( "Borrower "), and City of Yakima, Washington
( "Borrower's Successor in Interest ").
That property commonly known as Chestnut Manor and secured
by that certain Deed of Trust dated October 27, 1988 recorded in
Yakima County, under Auditors File No. 2844800 ( "Deed of Trust "),
has been conveyed to the City of Yakima from Bert V. Cronin, Jr.
and Roxanne R. Cronin, with the full knowledge and consent of
Everett Mutual Savings Bank.
Said Deed of Trust secures a Promissory Note made by
Borrower to Lender, dated October 27, 1988, as amended by the
Modification Agreement dated January 31, 1991 ( "Note "). The
principal balance outstanding after the receipt of the June 1,
1991 payment on the Note is $354,971.22. The Note bears
interest at the rate of 10.75% per annum and matures on
October 1, 1992. Borrower's Successor in Interest shall make
consecutive monthly payments, in the amount of $3,640.61, of
principal of and interest on the Note, payable on the first day
of each month beginning August 1, 1991, until the outstanding
principal balance of the Note is paid in full; provided, that any
0 remaining outstanding principal balance shall be paid on
October 1, 1992, unless the Note is sooner prepaid in accordance
with its terms.
EVERETT MUTUAL SAVINGS BANK has waived its option to
accelerate upon the conveyance described herein, as provided in
paragraph 19 of the Deed of Trust, and releases BERT V. CRONIN,
JR. and ROXANNE R. CRONIN, from all obligations as stipulated in
the Deed of Trust and the Note.
DATED this day of , 1991.
EVERETT MUTUAL SAVINGS BANK CITY OF YAKIMA
By By
Its Its
BERT V. CRONIN ROXANNE R. CRONIN
EXHIBIT B
REAL ESTATE PURCHASE AND SALE AGREEMENT
This Real Estate Purchase and Sale Agreement (the
"Agreement ") is made and entered into as of the 20th day of May,
1991 between the City of Yakima, Washington (the "Buyer ") and
Bert V. Cronin and Roxanne R. Cronin, husband and wife (the
"Seller ").
WHEREAS, Seller is the owner of certain property located in
Yakima County, State of Washington, located at 27 South 4th
Street, Yakima, Washington and legally described as lots 18, 19,
20 and 21, Block 91, Town of North Yakima, now Yakima,
Washington, according to the official plat thereof, recorded in
Volume "A" of Plats, Page 10 and rerecorded in Volume "E" of
Plats, Page 1, records of Yakima County, Washington (the "Land ");
and
WHEREAS, Buyer wishes to purchase from Seller and Seller
wishes to sell to Buyer, upon the terms and conditions set forth
herein the Property defined in Section 1 hereof.
NOW THEREFORE, in consideration of the terms and conditions
of this Agreement, Buyer and Seller do hereby agree as follows:
1. Property Description Seller shall sell and convey to IP
Buyer, and Buyer shall purchase and acquire from Seller, upon and
010
subject to the terms and conditions set forth in this Agreement,
the Land, together with all the buildings, easements,
appurtenances, rights, privileges and improvements thereunto
belonging or appurtenant to the Land; all personal property
located on or used in connection with the Land including, but not
limited to linoleum, window screens, screen doors, plumbing and
light fixtures (except floor, standing and sway lamps), attached
television antennas, attached carpeting, stoves and refrigerators
in apartments; shades, Venetian blinds, curtain rods, all
attached bathroom fixtures, awnings, ventilating, heating and
cooling systems, attached irrigation equipment, if any, and
washing machines and dryers for common use by tenants; all trees,
shrubbery and plants now in or on the Land; all right, title and
interests of Seller in and to all alleys, strips, or gores of
land, if any, lying adjacent to the Land; all rights, titles and
interest of Seller in and to all leases, rights -of -way, rights of
ingress or egress or other interests in, on, or to, any land,
highway, street, road, or avenue, open or proposed, in, on, or
across, in front of, abutting or adjoining the Land; all rights,
titles and interests of seller, if any, in and to any - unpaid
awards for damage thereto by reason of a change of grade of any
such highway, street, road, avenue; all rights, titles and
interests of Seller in and to any reversionary rights
attributable to the Land, if any; all right, title, and interest
of Seller in and to all sewage treatment capacity and water
capacity, if any, which serve the Land; all insurance proceeds
payable by reason of fire or other casualty occurring on or with
respect to the Property after the date of this Agreement; and all
permits, certificates, approvals and licenses with respect to the
Land, the buildings and other improvements situated thereon and
appurtenances belonging thereto, including, but not limited to,
certificates of occupancy and conditional use and other permits
(all of the foregoing being hereinafter referred to collectively
as the "Property ").
2. Purchase Price. The total purchase price to be paid by
Buyer to Seller is SIX HUNDRED SEVENTY -NINE THOUSAND NINE HUNDRED
SEVENTY -ONE DOLLARS AND TWENTY -TWO CENTS ($679,971.22), payable
as follows:
Buyer shall deposit with Fidelity Title Company (the "Escrow
Agent "), upon notification therefrom, $325,000, and at Closing
(as defined in Section 5 hereof) shall assume the outstanding
indebtedness of Seller to Everett Mutual Savings Bank (the
"Bank ") in the principal amount of $354,971.22, by executing an
Assumption Agreement in the form attached hereto as Exhibit. A.
44
3. Conditions to Buyer's Obligations.
(a) At Closing, Seller shall cause an Owner's Extended
Title Insurance Policy, ALTA Form 1970 -B (the " Title Policy ")
issued by Fidelity Title Company (the "Title Company ") to be
furnished to Buyer. The Title Policy shall be issued in the
amount of the total Purchase Price and shall insure fee simple,
indefeasible title to the Property in Buyer, subject only to the
Permitted Exceptions shown in Exhibit B attached hereto. The
Title Policy shall contain an endorsement that the Property abuts
a public road without gaps or overlaps (CLTA 103.7). In
addition, Seller will warrant that it has no knowledge of any
utility or other easements not recorded. Seller's failure to
obtain such Title Policy and deliver same to Buyer shall be
treated as a failure of title which Buyer may waive, or Buyer may
rescind the transaction.
(b) Notwithstanding any other provision of this
Agreement, between the date hereof and Closing, no portion of the
Property shall be destroyed or materially damaged by fire or
other casualty; provided, that the Seller shall immediately
notify Buyer of any such damage or casualty and, provided
further, that Buyer in its sole discretion, may elect to purchase
the Property despite such damage or casualty. If Buyer so
elects, this Agreement shall continue in effect, the Purchase
401" Price shall be reduced by the amount of loss or damage occasioned
-2- ASR281 91/05/06
by such casualty not covered by insurance, and Seller shall, 11111
prior to Closing, assign to Buyer, by an assignment agreement in
form and substance satisfactory to Buyer, its entire right, title
and interest in and to all insurance claims and proceeds to which
Seller may be entitled in connection with such casualty. Buyer
shall have the right at all times to participate in all
negotiations and other dealings with the insurance carrier
providing such coverage and to approve or disapprove any proposed
settlement in respect to such matter.
4. Seller's Representations and Warranties. Seller hereby
makes the following representations and warranties, which
representations and warranties also shall be deemed made by
Seller to Buyer as of Closing and which shall survive the
Closing:
(a) Parties in Possession. There are no parties or
trespassers in possession or which have a right to possess all or
any portion of the Property, and there are no leases or licenses
affecting the Property, other than for occupancy of individual
apartments as shown in the schedule in Exhibit C attached hereto,
which schedule accurately reflects, as of the date hereof, the
rents payable, security deposits paid, and rent prepayments made
by all lessees and other persons in possession or having a
possessory right with respect to the Property. Seller will, no
later than the second day preceding Closing, provide Buyer with
all modifications to said Exhibit necessary to accurately reflect
such information as of Closing. Seller has given a true,
complete and correct copy of all leases with respect to all or
any portion of the Property to Buyer. Seller has not collected
any rent or other amounts due it from a lessee or other person in
possession of (or having a right to possess) all or any portion
of the Property more than one (1) month in advance.
(b) Compliance. Seller has complied with all
applicable laws, ordinances, regulations, statues and rules
relating to the Property, and every part thereof, and has not
received nor is aware of any notification from any governmental
authority having jurisdiction, requiring any work to be done on
the Property or advising of any condition (including, without
limitation, hazardous wastes) which would render the Property
unusable or affect the usability of the Property or any part
thereof for the purposes of Buyer.
(c) Authority of Seller. Seller has the power and
authority to enter into this Agreement, and the signatory hereto
is duly authorized to execute and deliver this Agreement and to
perform all of Seller's obligations hereunder. The obligations
of Seller set forth in this Agreement are valid and binding
4 10
-3- ASR281 91/05/06
•
• obligations of Seller, enforceable against Seller in accordance
with the provisions of this Agreement.
(d) Agreements. Seller shall not enter into any
leases, trust deeds, mortgages, restrictions, encumbrances,
liens, licenses or other instruments or agreements affecting the
Property (each, an "Instrument ") without the prior written
consent of the Buyer from and after the date of this Agreement.
Seller shall identify in Exhibit E hereof, and provide to Buyer,
on the date hereof, each Instrument presently in effect. Buyer
shall assume no obligations or liabilities under such Instruments
without its explicit written agreement to do so.
(e) Sole Legal Owner. Seller is the sole legal fee
owner of the Property, and is not holding fee title as a nominee
for any other person or entity. No person or entity has any
right of first refusal, option to purchase, or other similar
right to or interest in the Property.
(f) Non - Contravention of Existing Documents. Neither
the execution or delivery of this Agreement, nor consummation of
the transactions contemplated hereby, nor fulfillment of or
compliance with the terms and conditions hereof, contravenes any
4/11 provision of any law, statute, rule or ordinance to which the
Seller or the Property is subject, or conflicts with or results
in a breach of, or constitutes a default under, any of the terms,
conditions, or provisions of any agreement or instrument to which
Seller is a party or by which it is bound, or constitutes a
default under any of the foregoing and there exists no default in
respect of any obligation pertaining to the Property.
(g) Mechanics' Liens. No labor, material or services
have been furnished in, on or about the Property or any part
thereof as a result of which any mechanics', laborer's or
materialren's liens or claims might arise.
(h) Service Contracts. There exists no employment,
union, purchase, service or maintenance contracts or any other
contracts, licenses or leases affecting the Property, other than
the lease executed by American Meter Machine as lessor and
Preferred Property Mgt. as lessee, as more fully described in
Permitted Special Exception no. 2 in Exhibit B hereof (the
"Service Contract "). Seller has delivered a copy of the Service
Contract to Buyer. If the Service Contract is expressly assumed
by Buyer, Seller shall indemnify, defend and hold Buyer harmless
from any claim made or cause of action brought under the Service
Contract, other than such a claim or cause of action arising out
of events occurring after Closing with respect to the Service
Contract.
40
-4- ASR281 91/05/06
0
(i) Assumption of Liabilities. Buyer, by virtue of
the purchase of the Property, will not be required to satisfy any
obligation of Seller arising prior to the Closing.
(j) Xnsurance. The policies of insurance identified
in Exhibit E attached hereto are presently in full force and
effect with respect to the Property. Seller shall maintain in
force all policies of fire and other casualty and liability
insurance maintained as of the date hereof with respect to the
Property until the Closing.
(k) Defaults. Seller is not in default and there has
occurred no uncured event which, with notice, the passage of time
or both would be a default, under any contract, transaction,
agreement, lease, encumbrance, or instrument pertaining to the
Property.
(1) Litigation. There is no litigation or threatened
litigation which could now or in the future in any way constitute
a lien, claim, or obligation of any kind on the Property, affect
the use ownership or operation of the Property or otherwise
adversely affect the Property. For purposes of this
Subsection (1), litigation includes lawsuits, actions,
administrative proceedings, governmental investigations and all
other proceedings before any tribunal having jurisdiction over
the Property.
(m) Hazardous Substances. The Property is not in
violation of any law, ordinance, rule or regulation relating to
the environmental conditions thereon. Moreover, there is no
hazardous waste or other substance, including but not limited to,
those that would be a hazardous substance or toxic substance, as
defined under the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C.
Section 9601 et. seq.; Hazardous Materials Transportation Act, 49
U.S.C. Section 1802; and Resource Conservation and Recovery Act,
42 U.S.C. Section 6901 et. seq., and the regulations promulgated
thereunder or under any applicable local or state environmental
ordinance, statute, law, rule or regulation on or in the vicinity
of the Property or on any parcels of land which abut the
Property. Further, there are no substances or conditions in or
on the Property or any other parcels of land which may affect the
Property or use thereof which may support a claim or cause of
action under any Federal, state or local environmental statute,
regulation, ordinance or other environmental regulatory
requirements, and there are no asbestos, PCBs or underground
storage tanks located on the Property or which have been removed
therefrom.
41 16
-5- ASR281 91/05/06
41) (n) Condition of Property. Seller represents that
• (i) at Closing the Property will be connected to public water
main, sewer and gas mains, and to public electrical power,
(ii) at Closing all electrical wiring, heating, cooling, plumbing
systems and appliances will be in normal working order, (iii) the
Seller knows of no material structural defects to the Property
and (iv) the Seller will maintain the Property in present or
better condition from the date hereof until Closing.
5. Closing.
(a) Time and Place. With the understanding that time
is of the essence for this Agreement and provided that all the
contingencies set forth in this Agreement have been previously
fulfilled, Closing shall take place at 10:00 a.m. on June 21,
1991 at the office of the Escrow Agent in Yakima, Washington, or
as otherwise agreed to by Buyer and Seller.
(b) Documents to be Delivered to Buyer. For and in
consideration of, and as a condition precedent to, the payment to
Seller of any of the Purchase Price, Seller shall obtain and
deliver to Buyer at Closing the following documents (all of which
shall be duly executed and acknowledged where required and shall
survive Closing):
(i) Warranty Deed. A statutory warranty deed
( "Deed ") in recordable form and otherwise in form and
substance acceptable to Buyer containing the legal
description of the Land, in such form as will convey to
Buyer a good, marketable and indefeasible title in fee
simple absolute to the Property, free and clear of all
liens, encumbrances, conditions, easements,
assignments, and restrictions, except the Permitted
Exceptions shown in Exhibit B.
(ii) Assignment of Leases. All original leases
of, and licenses with respect to, all or any portion of
the Property then in effect and an assignment of same
in form and content satisfactory to Buyer, and a notice
to each of the lessees and licensees having rights
thereunder to the effect that the Property has been
transferred to Buyer and directing such lessees and
licensees thereafter to remit all rent, license fees
and other payments required to be made thereunder
directly to Buyer.
(iii) Warranty Bill of Sale. All personal
property shall be conveyed to Buyer by Bill of Sale and
Assignment of Contracts, Warranties and Intangibles in
form and content satisfactory to Buyer which shall
4011 -6- ASR281 91/05/06
state that good and marketable title to such personal
property is transferred free and clear of all liens and
encumbrances.
(iv) Service Contract. The original of the
Service Contract and assumption agreement with respect
thereto, with all required approvals, if any.
(v) Title Policy. The Owner's Extended Title
Policy referred to in Section 3(b) of this Agreement.
(vi) Assumption Agreement. Assumption Agreement
executed by Seller and the Bank in the form attached
hereto as Exhibit A.
(c) Disbursement of Proceeds. At Closing, the Escrow
Agent shall disburse the $325,000 received from Buyer as follows:
(i) to Everett Mutual Savings Bank, the amount, if
any, necessary to reduce the outstanding principal amount of
Seller's indebtedness to the Bank to $354,971.22 and to pay
all interest owing thereon to July 1, 1991.
(ii) to the City of Yakima, Department of
Community and Economic Development, $71,746.56 as
payment in full of the loan to Seller in the original
principal amount of $68,281;
(iii) to the City of Yakima, Department of
Community and Economic Development, $51,311.95 as
payment in full of the loan to Seller in the original
principal amount of $80,000;
(iv) to an escrow account of the Escrow Agent,
$1,000, to be drawn within 90 days following Closing
by the Office of Housing and Neighborhood Conservation
("Office of Housing "), a division of the City of
Yakima, to be used for environmental clean -up of the
Property, provided, that any portion of said $1,000 not
so drawn shall be delivered to Seller; and
(v) to the City of Yakima, Department of Community and
Economic Development the total amount of security deposits
and accrued interest thereon (the "Deposits "), held by
Seller in respect of the Property, as shown in Exhibit C
hereof, as such Exhibit shall be modified as necessary to
reflect the total amount of the Deposits held by Seller at
Closing. The Seller shall deliver such modified Exhibit to
Buyer no later than the second day preceding Closing.
41 10
-7- ASR281 91/05/06
� i
'
S
® ( vi ) to Northwest Administrative Service Company,
as facilitator of the Section 1031 exchange referred to
in Section 9 hereof, the remainder of the proceeds
received from Buyer.
(d) payment of Costs. At Closing, Seller and Buyer
shall pay their own respective costs incurred with respect to the
consummation of the purchase and sale of the Property including,
without limitation, attorneys' fees. Notwithstanding the
foregoing, Seller shall pay any and all transfer, gains and
documentary stamp taxes or similar charges incident to the
conveyance of title to the Property to Buyer (including but not
limited to any real estate excise tax); any and all real estate
and personal property taxes with respect to the Property and all
attributable to the period prior to Closing; the premium for the
Owner's Title Policy to be issued by Title Company to Buyer
pursuant to the terms hereof and any fees and expenses related to
the title examination or title abstract. Seller shall pay the
cost of recording the Deed and each party shall pay one -half of
the escrow fees pertaining to this transaction.
e) Apportionments The following items shall be
prorated between the parties as of Closing:
411 (i) Electrical, steam, water, sewer and other
utility charges, if any, with respect to the Property;
provided, that if a reading of any meter cannot be
obtained as of the Closing, then adjustment shall be
made by extrapolation on the basis of the most recent
statement furnished by the relevant utility prior to
the Closing;
(ii) Rental and other payments received by
Seller with respect to the Property;
(iii) License and permit fees, if any; and
(iv) Charges payable and payments made under
the Service Contract, if expressly assumed by Buyer.
(f) Monetary Liens. Except as otherwise expressly
provided to the contrary in this Agreement, Seller shall pay or
cause to be satisfied at or prior to Closing all monetary liens
on or with respect to all or any portion of the Property,
including, but not limited to, mortgages, deeds of trust,
security agreements, assignments of leases, rents and /or
easements, judgment liens, tax liens (other than those for taxes
not yet due and payable) and financing statements.
40
-8- ASR281 91/05/06
6. Finders or Brokers' Fees. The Seller represents and
warrants that it has not dealt with any broker or finder to which
a commission or other fee is due in connection with any of the
transactions contemplated by this Agreement, and insofar as it
knows, no broker or other person is entitled to any commission,
charge or finder's fee in connection with the transactions
contemplated by this Agreement. The Seller agrees to indemnify,
defend and hold harmless the Buyer against any loss, liability,
damage, cost, claim or expense, including interest, penalties and
reasonable attorneys' fees, that Buyer shall incur or suffer by
reason of a breach by the Seller of the representations and
warranty set forth above.
7. Possession. Buyer shall be entitled to possession on
June 21, 1991.
8. Indemnification. Seller shall hold harmless,
indemnify, protect and defend Buyer from and against (a) any and
all claims, demands, causes of action, loss, liability, liens or
encumbrances, whether direct, contingent or consequential and no
matter how arising, in any way related to the Property and
occurring or arising before the Closing, or in any way related to
or arising from any act, conduct, omission, contract or
commitment of Seller at any time or times on or before or after
the Closing; (b) any loss or damage to Buyer resulting from an
inaccuracy in or breach of any representation or warranty of
Seller, or resulting from any breach or default by Seller under
this Agreement; and (c) all costs and expenses, including
attorneys' fees, and interest related to any actions, suits or
judgments incident to any of the foregoing. Buyer shall notify
Seller in writing of the nature of any claim for indemnification,
in as much detail as is feasible, within a reasonable time after
the facts giving rise to the claim are known to Buyer, and Seller
shall be relieved of liability for indemnification with respect
to any claim made against Buyer to the extent Buyer's failure to
notify or delay in notifying Seller of a claim against Buyer
prejudiced Seller's defense of the claim against Buyer. Seller
shall be entitled to participate, at its own expense, in the
defense of such claim, or if Seller so selects by a writing
delivered to Buyer within a reasonable time after receipt of such
notice, to assume the defense of the matter giving rise to the
claim for indemnification or any suit brought in connection
therewith. If Seller elects to assume the defense, the defense
shall be conducted by counsel chosen by Seller and satisfactory
to Buyer. If Seller elects to assume the defense of any such
claim or suit and retain such counsel, Buyer shall bear the fees
and expenses of its own counsel arising out of any legal service
thereafter performed by such counsel.
-9- ASR281 91/05/06
/ 1 H
•
111 9. Tax Deferred Exchange. Buyer acknowledg es that Sell er
is transferring the Property in anticipation of consummating a
tax deferred exchange of property pursuant to the provisions of
Section 1031 of the Internal Revenue Code of 1986, as amended.
Buyer agrees to cooperate with Seller to effectuate such a tax
deferred exchange, but shall not be required to take title to any
replacement property nor shall Buyer incur any costs, expenses or
liabilities greater than that which Buyer would have incurred had
this transaction not involved a tax- deferred exchange. Buyer
agrees that, to effectuate such exchange, Seller may transfer the
Property, subject to Buyer's rights hereunder, through a
qualified intermediary acceptable to Buyer and Seller. Buyer
will accept title from Seller directly or through said
intermediary, at the discretion of said intermediary. Seller
shall indemnify, defend and hold Buyer harmless from and against
any end all damages, liabilities, state or federal tax
assess~:ents, costs, expenses, losses (including attorneys' fees
and costs) which may be asserted against Buyer by any person
including any governmental agency as a result of any such
exchange or attempted exchange. The provisions of this Section 9
shall survive the termination of this Agreement or the Closing.
All of Seller's representations, warranties and agreements under
this Agreement shall survive any transfer by Seller pursuant to
this Section 9.
10. Miscellaneous.
(a) Applicable Law. This Agreement shall in all
respects, be governed by the laws of the State of Washington.
(b) Further Assurances. Each of the parties shall
execute and deliver any and all additional papers, documents and
other assurances, and shall do any and all acts and things
reasonably necessary in connection with the performance of its
obligations hereunder, to carry out the intent of the parties
hereto.
(c) Exhibits. All exhibits attached hereto are
incorporated by reference.
(d) Entire Agreement. This Agreement constitutes the
entire understanding and agreement of the parties with respect to
its subject matter and any and all prior agreements,
understandings or representations with respect to its subject
matter are hereby cancelled in their entirety and are of no
further force or effect.
(e) Attorneys' Fees. Should either party bring suit
to enforce this Agreement, the prevailing party in such lawsuit
-10- ASR281 91/05/06
shall be entitled to an award of its reasonable attorneys' fees •
and costs incurred in connection with such lawsuit.
(f) Headings. The caption and paragraph headings used
in this Agreement are inserted for convenience of reference only
and are not intended to define, limit or affect the
interpretation or construction of any term or provision hereof.
(g) Counterparts. This Agreement may be
simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one
and the same instrument.
SELLER:
BERT V. CRONIN ROXANNE R. CRONIN
BUYER:
CITY OF YAKIMA, WASHINGTON
Its 41.
41 10
-11- ASR281 91/05/06
• EXHIBIT A
FORM OF ASSUMPTION AGREEMENT
The following is hereby mutually agreed as between Everett
Mutual Savings Bank ( "Linder "), Bert V. Cronin, Jr. and
Roxanne R. Cronin ( "BorroverN), and City of Yakima, Washington
( "Borrower's Successor in Interest ").
That pro)erty commonly known as Chestnut Manor and secured
by that certain Deed of Trust dated October 27, 1988 recorded in
Yakima County, under Auditors File No. 2844800 ( "Deed of Trust "),
has been conveyed to the City of Yakima from Bert V. Cronin, Jr.
and Roxanne R. Cronin, with the full knowledge and consent of
Everett Mutual Savings Bank.
Said Deed of Trust secures a Promissory Note made by
Boicrower to Lender, dated October 27, 1988, as amended by the
Modification Agreement dated January 31, 1991 ( "Note "). The
principal balance outstanding after the receipt of the June 1,
191 payment on the Note is $354,971.22. The Note bears
interest at the rate of 10.75% per annum and matures on
October 1, 1992. Borrwer's Successor in Interest shall make
consecutive monthly peg ents, it the amount of $3,640.61, of
principal of and interest on the Note, payable on the first day
of each month beginri ng July 1, 1991, until the outstanding
principal balance of the Note is paid in full; provided, that any
® retaining outstanding principal balance shall be raid on
October 1, 1992, unless the Note is sooner prepaid in accordance
with its terms.
EVERETT MUTUAL SAVINGS BANK has Waived its option to
accelerate upon the conveyance described herein, as provided in
patagraph 19 of the Deed of Trust, and releases BERT V. CRONIN,
JR4 and ROXANNE R. CRONIN, from all obligations as stipulated in
the Deed of Trust and the Note.
DATED this day c .- , 1991.
BVBRETT MUTUAL SAVINGS BANK CITY OP YAICIMA
By By
Its Its
BERT V. CRONIN ROXANNE R. CRO
-12- AS*7.81 14/05/08
EXHIBIT B S
PERMITTED EXCEPTIONS !II
GENERAL EXCEPTIONS
1. Rights or claims of parties in possession not shown by
the public records.
2. Encroachments, overlaps, boundary line disputes, and
any other matters which would be disclosed by an
accurate survey and inspection of the premises.
3. Easements or claims of easements not shown by the
public records.
4. Any lien, or right to a lien, for contributions to
employees benefit funds or state workers compensation,
or for services, labor or material heretofore or
hereafter furnished, all as imposed by law and not
shown by the public records.
5. Any service, installation, connection, maintenance or
construction charges for sewer, water, electricity or
garbage removal.
6. Reservations or exceptions in patents or in Acts
authorizing the issuance thereof.
7. Water rights, claims or title to water. Including, but
not limited to pending action in Yakima County Superior
Court Cause No. 77- 2- 01484 -5, regarding right of
diversion and use of, and the extent and priority of
the right to use of any surface water of the Yakima
River Basin. Notice of which is given by filing of Lis
Pendens under Yakima County Auditor's File
Number 2479271. Such matters excepted from coverage by
Paragraph H, Schedule "B" of the Policy Form.
SPECIAL EXCEPTIONS
1. Deed of Trust and the terms and conditions thereof,
wherein Bert V. Cronin, Jr. and Roxanne R. Cronin,
husband and wife is Grantor, and Sound Services, Inc.
is Trustee, and Everett Mutual Savings Bank, a
corporation is beneficiary, in the original principal
amount of $390,000.00, dated October 27, 1988 and
recorded November 7, 1988 in Volume 1252 of Official
Records, under Auditor's File Number 2844800.
41 16
-13- ASR281 91/05/06
r
111 2. Lease and the terms and conditions thereof, executed by
American Meter Machine, as Lessor and Preferred
Property Mgt. as Lessee, for a term of 5 years, 6
months, from the date of installation of equipment, or
the date signed whichever is later, dated November 20,
1987, and recorded December 12, 1988 in Volume 1255 of
Official Records, under Auditor's File Number 2847536.
-14- ASR281 91/05/06
EXHIBIT C S
SCHEDULE OF TENANT RENTS, LEASES 411
AND SECURITY DEPOSITS
(By Apartment)
-15- ASR281 91/05/06
_ •
EXHIBIT D
SCHEDULE OF PROPERTY INSURANCE POLICIES
41/
-16- ASR281 91/05/06
1 1
1
EXHIBIT E
SCHEDULE OF INSTRUMENTS AFFECTING THE PROPERTY
-17- ASR281 91/05/06
ORDINANCE NO.
the 1991 budget for the City of Yakima, and making
ORDINANCE amending dg ty g
an appropriation of $739,867 in the Community Development
Fund for expenditure during 1991 for an Elderly Home
Ownership Program.
WHEREAS, the amount of $739,867 must be appropriated within the
Community Development Fund in order to provide funding for an Elderly Home
Ownership Program, and
WHEREAS, at the time of the adoption of the 1991 budget it could not
reasonably have been foreseen that the appropriation provided for by this ordinance
would be required, and the City Council finds that an emergency exists of the type
contemplated by RCW 35.33.091 and that it is in the best interests of the City to make
the appropriation herein provided, now, therefore,
BE IT ORDAINED BY THE CITY OF YAKIMA:
Section 1. The amount of $739,867 is hereby appropriated from the
Unappropriated Fund Balance to the Community Development Fund to account
0 numbers as shown in Schedule I as a 1991 appropriation.
• Section 2. This ordinance is one making an appropriation and shall take
effect immediately upon its passage, approval and publication as provided by law and
by the City Charter
PASSED BY THE CITY COUNCIL, signed and approved this day of
1991
MAYOR
ATTEST:
CITY CLERK
First Reading ' I I
Publication Date.
Effective Date
410
LEGAL/bd
Ordinances
A06
• SCHEDULE 1
• Community Development Fund
Resources
/account Number Account Name Amount
124.124.332.0000.334.06.2HT State Housing Trust Grant $325,000
124.124.332.0000.391.90.CMM Mortgage Assumption $354,972
124.124.332.0000.362.60.RCM Rent - Chestnut Manor $60,720
124.124.332.0000.362.90.A35 Rents -Coin Operated Services $720
(Laundry)
Total Resources $741 ,412
Ap propriations
124.124 332 0000.594.59.620 Buildings $680,832
124.124.332.0000.559.20.311 Office Supplies $2,400
124 124.332 0000.559.20.410 Legal Services $2,850
124.124.332.0000.559.20.410 Administration $11,400
124 124.332.0000.559.20.421 Telephone $600
411) 124.124.332.0000.559.20.460 Insurance $3,300
124.124.332 0000.559.20.471 Pacific Power $3,720
124 124.332.0000 559.20.472 Cascade Natural Gas $4,800
124 124.332 0000.559.20.474 Water $2,160
124 124.332 0000.559.20.475 ,.Refuse $720
124.124.332.0000.559.20.480 Repairs and Maintenance $5,240
124.124.332 0000.591.00.700 Debt Service /Principal $1,189
124 124.332 0000.592.00.800 Debt Service /Interest $20,656
Total Appropriations $739,867
To record acquisition and six months of operations for Chestnut Manor
JD CITY OF YAKIMA
OFFICE OF HOUSING AND NEIGHBORHOOD CONSERVATION
IP ELDERLY CO -OP HOUSING
HISTORY:
In 1989, members of City Council approved the submission of the application for
the Elderly Co -op Program to the Washington State Housing Trust Fund. This
program was approved by the State and the City was allocated $325,000 to use in
the acquisition of the Chestnut Manor Apartment,
This building was selected because of the need to save a historical building,
preserve downtown housing, provide convenient shopping and transportation
facilities for the elderly and offer decent, safe and affordable homeownership
opportunities.
The building will be owned and operated by the City's Housing Division during
the transition period from its existing rental status to its establishment of the
owner- occupied co -op.
This has been reviewed by our legal counsel under the current state RCW status
0 and has been determined to be adequate use and purpose for the City. The
III transition period for the placement of occupants in the building is anticipated to
be 18 to 24 months to avoid any displacement of current tenants and the
development of the ownership and association paper work.
The purchase of this building will be through a cash payment from the
Washington Housing Trust Fund and the existing indebtedness assumed by the
City and refinanced by the new occupants at a later date.
The offer of purchase on this property has been agreed to by the owner at a cost
of $680,000, ($325,000 Housing Trust Fund, $355,000 loan assumption). From
this purchase, a payoff of $123,000 will be made the to the Housing Division for
an existing rehabilitation loan on the property. The reinvestment of the
remaining owner equity funds into other properties to house low income
residents of our community is being considered.
The financial structure of this transaction will offer homeownership to forty
nine, low income elderly/handicapp families. The cost to them will be the
existing debt of approximately $355,000 and a rehabilitation loan of $225,000
combined into one loan written locally totaling $580,000, individually $11,836.73
0 or approximately $98.63 per month for principle payments.
Each occupant will pay no more than 30% of their gross monthly income for
their unit which includes utilities. This would be approximately $130 to $175 per
month. The term of their loan will be determined by the amount each family can
afford to pay.
The State Housing Trust Fund subsidized amount of $325,000 for the acquisition
of the building will be a deferred loan of $6,633 that will be paid back upon the
resale of each unit or offset the equity value return of the original owner and
transferred to the new owner. Units can only be sold to other qualified
elderly/handicap families.
STATUS:
This project as reviewed by Preston Thorgrimson Shidler Gates and Ellis
Attorneys at Law summarized the eligibility of this activity under the right to
preserve and protect significant historical sites.
The Chestnut Manor is currently on the State's Historical Property Inventory and
has been a significant part of the history of Yakima.
Members of City Council, as well as the community at large, need to recognize 0
the importance of preserving historical sites that have been registered and /or
designated as a significant part of our history. This building recognized and
designated as a local historical site allows its preservation and future.
The City through the Division of Housing can be the vehicle to establish the
operation and future of preserving this building and offering homeownership to a
clientele that would not otherwise have the ability to do so in the conventional
market.
This project is structured to allow the City to be in temporary control and
ownership of the project during transition then transferring the financial and
management responsibility on to the new owners for long term occupancy and
ownership. This transaction reflects the City's intent in assisting the private
market not competing.
410
A
• MEMO
ir . H AtIVED
TO: ELDERLY CO -OP PARTICIPANTS LA C ITY OF YAKreoq
FROM: DIXIE BLOCK GRANT MANAGE ' MAY 0 5 199
CFF10E OF CITY MAN F
SUBJECT: CHESNUT MANOR STATUS REPORT UPDATE
DATE: MAY - 1991
April Activities & Accomplishments:
The building has been inspected for hazardous waste and the report has
been received as disclosed below
a. Asbestos - contained
b Lead based paint - contained
c Needed boiler room cleanup - cost approximately $800
It has been decided that all areas contained do not require action, but
$1,000 will be placed in escrow for the work to be completed in the boiler
room
The appraisal information has been prepared and distributed This
appraisal disclosed a value of $690,000
The City's financial 1991 <=ousing budget amendment and program
acceptance ordinances have been drafted These will be presented to City
Council on May 14, 1991
The $30,000 proposed to be used for relocation of existing tenants will be
used as a write -down of the existing mortgage, and the housing division
will provide the $30,000 for the purchase of another building owned and
operated by Central Washington Mental Health for tenant transition.
The complete listing of the current building tenancies, their leases and
40 deposits have been received from the owner These along with the
personal property assets within the building will be incorporated into the
O « Y Ka
closing documents
Fidelity Title Company has drafted the Preliminary Closing Statement,
outlining the buyer and seller costs
The Department of Community Development of the State of Washington has
received the appraisal, justifying the fair market value verses the
purchase price This action will now release the Washington State
Housing Trust Fund monies ($325,000) on June 10, 1991 for the
anticipated June 21, 1991 closing
cc Glenn Rice, Director of Community & Economic Development
John Vanick, City Attorney
Dick Zais, City Manager
Judith Moses, C P D Dept. of HUD
Arlene Ragoza, Preston, Thorgonson, Gates and Ellis
Scott Euteneier, Fidelity Title Company
Doug Hunter, State Housing Trust Fund
Jeff Enright, Preferred Property Management
Burt Cronin, Cronin Homes
John , Finance Dept.
Sy