HomeMy WebLinkAboutR-2024-116 Resolution authorizing a Commercial Purchase and Sale Agreement with the Greater Yakima Chamber of CommerceRESOLUTION NO. R-2024-116
A RESOLUTION authorizing a Commercial Purchase and Sale Agreement between the
Greater Yakima Chamber of Commerce and the City of Yakima.
WHEREAS, the City of Yakima recently completed an expansion of the Yakima
Convention & Event Center, adding thousands of additional square feet for meetings and events;
and
WHEREAS, the expansion resulted in removal of some parking spaces to the North of the
building, and no additional parking spaces were added in other locations; and
WHEREAS, the Yakima Convention & Event Center, when large or multiple events are
going on, needs more parking spaces for its participants; and
WHEREAS, the Greater Yakima Chamber of Commerce owns a parcel of land in the
middle of the Yakima Convention & Event Center parking lot which could be used for additional
parking, or other municipal purposes; and
WHEREAS, the Greater Yakima Chamber of Commerce is willing to sell, and the City of
Yakima is willing to purchase, the property at 10 North 9th Street, in Yakima, pursuant to the terms
and conditions of the Purchase and Sale Agreement and its Exhibits; and
WHEREAS, the parties have agreed to first conduct a Phase 1 environmental assessment
before finalizing the transaction, and have agreed to a closing date in August to accommodate
the environmental review; and
WHEREAS, the Board of Directors of the Greater Yakima Chamber of Commerce has
reviewed and approved the purchase and sale agreement; and
WHEREAS, the City Council finds that it is in the best interests of the City of Yakima and
its residents to authorize and enter into the Purchase and Sale Agreement for the property located
at 10 North 9th Street; now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute the Purchase and Sale Agreement
between the Greater Yakima Chamber of Commerce and the City of Yakima, for the purchase of
the property at 10 North 9th Street, Yakima, Washington, pursuant to the terms and conditions
outlined therein, which is attached hereto.
ADOPTED BY THE CITY COUNCIL this 18th day of June, 2024.
ATTEST:
QUA
Brandy
radford, Depu City Clerk
Patricia -ye , Mayor
Commercial & Investment Real Estate Purchase & Sale Agreement
THIS AGREEMENT is made and entered into by and between the Greater Yakima Chamber of
Commerce, hereinafter called "Seller," and the City of Yakima, hereinafter called "Buyer." Seller
owns the Property described below and Seller desires to sell the Property to Buyer upon the
terms and conditions set forth in this Agreement. The date of the last party to execute this
Agreement shall be the "Execution Date" of this Agreement.
1. PROPERTY: The Property is legally described on Exhibit A. Address: 10 North 9th Street,
City of Yakima, Yakima County, Washington. Tax Parcel No: 191319-12511. No personal
property is included in this purchase and sale agreement.
2. BUYER'S): City of Yakima &/or Assigns
3. SELLER(S): Greater Yakima Chamber of Commerce
4. PURCHASE PRICE: $ 600,000.00, payable as cash.
5. EARNEST MONEY: $ 6,000 Dollars. The Earnest Money will be paid, in the form of a check
or wire transfer at Buyer's discretion, within three (3) business days of mutual acceptance. The
Earnest Money will be held by Valley Title Guarantee.
6. FEASIBILITY CONTINGENCY DATE: 30 days after the Phase 1 Environmental Site
Assessment, as referenced in Section 32 below is completed and provided to Seller.
7. CLOSING DATE: on or before AUGUST 15, 2024.
8. CLOSING AGENT: Valley Title Guarantee
9. TITLE INSURANCE COMPANY: Valley Title Guarantee
10. DEED: Statutory Warranty Deed prepared by Buyer
11. POSSESSION: Possession will occur on Closing subject to lease -back terms as provided
herein.
12. SELLER CITIZENSHIP (FIRPTA): Seller _ is; X is not a foreign person for the purposes of
US income taxation.
13. BUYER'S DEFAULT: Forfeiture of Earnest Money
14. SELLER'S DEFAULT: Recover Earnest Money
15. UNPAID UTILITIES: Buyer and Seller Waive
16. AGENCY DISCLOSURE: No agents were used for this transaction
EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this
ement: Exhibit A (Legal Description) and Exhibit B (Additional Terms)
Buyer Page 1
Seller
55555.5333.17267746.1
18. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties
involved in this Agreement:
Buyer
Contact: City Manager
Address: 129 N. 2nd Street
Yakima, WA 98901
Phone: 509-575-6000
Email: dave.zabell(a�yakimawa.gov
Copy of Notices to Buyer to:
Name: Sara Watkins
Company: Legal Department
Address: 200 S. 3rd Street
Yakima, WA 98901
Phone: 509-575-6030
Email: sara.watkinsvakimawa.qov
Seller
Contact: Kristi Foster, President
Address: PO Box 1490
Yakima, WA 98907
Phone:
Email:
Copy of Notices to Seller to:
Name: Jon Seitz
Company: Hawley Troxell
Address: 222 North 3rd Street
Yakima, WA 98901
Phone: 509-499-0130
Email: jseitz@hawleytroxell.com
19. Purchase and Sale. Buyer agrees to buy and Seller agrees to sell the commercial real
estate identified in Section 1 as the Property and all improvements thereon. Unless expressly
provided otherwise in this Agreement or its Addenda, the Property shall include (i) all of Seller's
rights, title and interest in the Property, (ii) all easements and rights appurtenant to the Property,
and (iii) all buildings, fixtures, and improvements on the Property. No personal property is
included in the sale.
21. Earnest Money. Buyer shall deposit any check to be held by Valley Title Guarantee within 3
days after receipt or Mutual Acceptance, whichever occurs later. If this sale fails to close,
whoever is entitled to the Earnest Money is entitled to interest. Unless otherwise provided in this
Agreement, the Earnest Money shall be applicable to the Purchase Price.
22. Title Insurance.
a. Title Report. Seller authorizes Buyer, at Seller's expense paid through closing, to apply for
and deliver to Buyer a standard coverage owner's policy of title insurance from the Title
Insurance Company. Buyer shall have the discretion to apply for an extended coverage owner's
policy of title insurance and any endorsements, provided that Buyer shall pay the increased
costs associated with an extended policy including the excess premium over that charged for a
standard coverage policy, the cost of any endorsements requested by Buyer, and the cost of
any survey required by the title insurer. If Seller previously received a preliminary commitment
from a title insurer that Buyer declines to use, Buyer shall pay any cancellation fee owing to the
original title insurer. Otherwise, the party applying for title insurance shall pay any title
cancellation fee, in the event such a fee is assessed.
b. Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title
report or any supplemental report within the earlier of: 20 days after receipt of the preliminary
commitment for title insurance; or the Feasibility Contingency Date. This Agreement shall
erminate and Buyer shall receive a refund of the earnest money, less any costs advanced or
mitted for Buyer, unless within five (5) days of Buyer's notice of such objections Seller shall
Buyer Page 2
Seller
55555.5333.17267746.1
give notice, in writing, of its intent to remove all objectionable provisions before Closing. If Seller
fails to give timely notice that it will clear all disapproved objections, this Agreement shall
automatically terminate and Buyer shall receive a refund of the earnest money, less any costs
advanced or committed for Buyer, unless Buyer notifies Seller within three (3) days that Buyer
waives any objections which Seller does not agree to remove. If any new title matters are
disclosed in a supplemental title report, then the preceding termination, objection and waiver
provisions shall apply to the new title matters except that Buyer's notice of objections must be
delivered within three (3) days of receipt of the supplemental report by Buyer and Seller's
response or Buyer's waiver must be delivered within two (2) days of Buyer's notice of
objections. The Closing Date shall be extended to the extent necessary to permit time for these
notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the
statutory lien for real property taxes, and the same shall not be deemed to be Permitted
Exceptions; provided, however, that the lien securing any financing which Buyer has agreed to
assume shall be a Permitted Exception. Except for the foregoing, those provisions not objected
to or for which Buyer waived its objections shall be referred to collectively as the "Permitted
Exceptions." Seller shall reasonably cooperate with Buyer and the title company to clear
objectionable title matters and shall provide an affidavit containing the information and
reasonable covenants requested by the title company. The title policy shall contain no
exceptions other than the General Exclusions and Exceptions common to such form of policy
and the Permitted Exceptions.
c. Title Policy. At Closing, Buyer shall receive an ALTA Form 2021 Owner's Policy of Title
Insurance with standard or extended coverage (as specified by Buyer) dated as of the Closing
Date in the amount of the Purchase Price, insuring that fee simple title to the Property is vested
in Buyer, subject only to the Permitted Exceptions ("Title Policy"), provided that Buyer
acknowledges that obtaining extended coverage may be conditioned on the Title Company's
receipt of a satisfactory survey paid for by Buyer. If Buyer elects extended coverage, then Seller
shall execute and deliver to the Title Company on or before Closing the such affidavits that are
reasonable and agreeable in form to seller in their sole discretion and other documents as the
Title Company reasonably and customarily requires to issue extended coverage.
23. Feasibility Contingency. Buyer's obligations under this Agreement are conditioned upon
Buyer's satisfaction, in Buyer's sole discretion, concerning all aspects of the Property, including
its physical condition; the presence of or absence of any hazardous substances; the contracts
and leases affecting the Property; the potential financial performance of the Property; the
availability of government permits and approvals; and the feasibility of the Property for Buyer's
intended purpose. This Agreement shall not terminate and Buyer shall not receive a refund of
the earnest money unless Buyer gives notice that the Feasibility Contingency is not satisfied to
Seller before 5:OOpm on the Feasibility Contingency Date. If such notice is not timely given, the
feasibility contingency shall be deemed to be satisfied and Buyer shall be deemed to have
accepted and waived any objection regarding any aspects of the Property as they exist on or
before the Feasibility Contingency Date.
a. Books, Records, Leases, Agreements. Upon request from Buyer of categories of
documents requested for review during the feasibility period, Seller shall deliver within ten (10)
days, or other mutually agreed upon date, to Buyer true, correct and complete copies of all such
documents in Seller's possession or control relating to the ownership, operation, renovation or
development of the Property, excluding appraisals or other statements of value, and including
the following: statements for real estate taxes, assessments, and utilities for the last three years
and year to date; property management agreements and any other agreements with
professionals or consultants; leases or other agreements relating to occupancy of all or a
on of the Property and a suite -by -suite schedule of tenants, rents, prepaid rents, deposits
Buyer Page 3
Seller
55555.5333.17267746.1
and fees; plans, specifications, permits, applications, drawings, surveys, and studies;
maintenance records, accounting records and audit reports for the last three years and year to
date; any existing environmental reports; any existing surveys; any existing inspection reports;
and "Vendor Contracts" which shall include maintenance or service contracts, and installments
purchase contracts or leases of personal property or fixtures used in connection with the
Property. Buyer shall determine by the Feasibility Contingency Date: (i) whether Seller will
agree to terminate any objectionable Vendor Contracts; and (ii) whether Seller will agree to pay
any damages or penalties resulting from the termination of objectionable Vendor Contracts.
Buyer's waiver of the Feasibility Contingency shall be deemed Buyer's acceptance of all Vendor
Contracts which Seller has not agreed in writing to terminate. Buyer shall be solely responsible
for obtaining any required consents to such assumption and the payment of any assumption
fees. Seller shall cooperate with Buyer's efforts to receive any such consents but shall not be
required to incur any out-of-pocket expenses or liability in doing so. Any information provided or
to be provided by Seller with respect to the Property is solely for Buyer's convenience and Seller
has not made any independent investigation or verification of such information (other than that
the documents are true, correct, and complete, as stated above) and makes no representations
as to the accuracy or completeness of such information, except to the extent expressly provided
otherwise in this Agreement.
b. Access. Seller shall permit Buyer and its agents, at Buyer's sole expense and risk, to enter
the Property at reasonable times subject to the rights of and after legal notice to tenants, to
conduct inspections concerning the Property, including without limitation, the structural condition
of improvements, hazardous materials, pest infestation, soils conditions, sensitive areas,
wetlands, or other matters affecting the feasibility of the Property for Buyer's intended use.
Buyer shall schedule any entry onto the Property with Seller in advance and shall comply with
Seller's reasonable requirements including those relating to security, confidentiality, and
disruption of Seller's tenants. Buyer shall not perform any invasive testing including
environmental inspections beyond a phase I assessment without obtaining Seller's prior written
consent, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall restore
the Property and all improvements to substantially the same condition they were in prior to
inspection. Buyer shall be solely responsible for all costs of its inspections and feasibility
analysis and has no authority to bind the Property for purposes of statutory liens. Buyer agrees
to indemnify and defend Seller from all liens, costs, claims, and expenses, including attorneys'
and experts' fees, arising from or relating to entry onto or inspection of the Property by Buyer
and its agents, which obligation shall survive closing.
c. Seller shall provide a seller disclosure statement (e.g. "Form 17") if required by RCW 64.06.
However, if Seller would otherwise be required to provide Buyer with a Form 17, and if the
answer to any of the questions in the section of the Form 17 entitled "Environmental" would be
"yes," then Buyer does not waive the receipt of the "Environmental" section of the Form 17
which shall be provided by Seller. Disclosures regarding environmental matters may be made
after the completion of the Phase 1 review and Buyer providing the Phase 1 report to the Seller.
24. Conveyance. Title shall be conveyed through Statutory Warranty Deed subject only to the
Permitted Exceptions.
25. Personal Property. This sale does not include any personal property.
26. Seller's Underlying Financing. Seller shall be responsible for confirming the existing
underlying financing is not subject to any "lock out" or similar covenant which would prevent the
le der's lien from being released at closing. In addition, Seller shall provide Buyer notice prior to
easibility Contingency Date if Seller is required to substitute securities for the Property as
Buyer Page 4
Seller
55555.5333.17267746.1
collateral for the underlying financing (known as "defeasance"). If Seller provides this notice of
defeasance to Buyer, then the parties shall close the transaction in accordance with the process
described in CBA Form PS_D or any different process identified in Seller's defeasance notice to
Buyer.
27. Closing of Sale. Buyer and Seller shall deposit with Closing Agent by 12:00 p.m. on the
scheduled Closing Date all instruments and monies required to complete the purchase in
accordance with this Agreement. Upon receipt of such instruments and monies, Closing Agent
shall cause the deed to be recorded and shall pay to Seller, in immediately available funds, the
Purchase Price less any costs or other amounts to be paid by Seller at Closing. "Closing" shall
be deemed to have occurred when the deed is recorded and the sale proceeds are available to
Seller. Time is of the essence in the performance of this Agreement. Sale proceeds shall be
considered available to Seller, even if they cannot be disbursed to Seller until the next business
day after Closing. Notwithstanding the foregoing, if Seller informed Buyer before the Feasibility
Contingency Date that Seller's underlying financing requires that it be defeased and may not be
paid off, then Closing shall be conducted in accordance with the three (3)-day closing process
described in CBA Form PS_D. This Agreement is intended to constitute escrow instructions to
Closing Agent. Buyer and Seller will provide any supplemental instructions requested by Closing
Agent provided the same are consistent with this Agreement.
28. Closing Costs and Prorations. Buyer shall pay the excess premium attributable to any
extended coverage or endorsements requested by Buyer, and the cost of any survey required in
connection with the same. Seller and Buyer shall each pay one-half of the escrow fees. Any real
estate excise taxes shall be paid by the party who bears primary responsibility for payment
under the applicable statute or code. Real and personal property taxes and assessments
payable in the year of closing shall be pro -rated as of Closing.Except as provided in a separate
lease -back agreement between the parties, expenses already incurred by Seller that relate to
services to be provided to the Property after the Closing Date; interest; utilities; and other
operating expenses shall be pro- rated as of Closing. Seller will be charged and credited for the
amounts of all of the pro -rated items relating to the period up to and including 11:59 pm Pacific
Time on the day preceding the Closing Date, and Buyer will be charged and credited for all of
the pro -rated items relating to the period on and after the Closing Date.
29. Post -Closing Adjustments, Collections, and Payments. After Closing, Buyer and Seller
shall reconcile the actual amount of revenues or liabilities upon receipt or payment thereof to the
extent those items were prorated or credited at Closing based upon estimates. Any bills or
invoices received by Buyer after Closing which relate to services rendered or goods delivered to
the Seller or the Property prior to Closing shall be paid by Seller upon presentation of such bill
or invoice. At Buyer's option, Buyer may pay such bill or invoice and be reimbursed the amount
paid plus interest at the rate of 12% per annum beginning fifteen (15) days from the date of
Buyer's written demand to Seller for reimbursement until such reimbursement is made. Any
adjustment required under this paragraph shall be made, if any, within 90 days of the Closing
Date, and if a party fails to request an adjustment by notice delivered to the other party within
the applicable period set forth above (such notice to specify in reasonable detail the items within
the Closing Statement that such party desires to adjust and the reasons for such adjustment),
then the allocations and prorations at Closing shall be binding and conclusive against such
party.
Operations Prior to Closing. Prior to Closing, Seller shall continue to operate the Property
e ordinary course of its business and maintain the Property in the same or better condition
Buyer Page 5
Seller
55555.5333.17267746.1
than as existing on the date of Mutual Acceptance but shall not be required to repair material
damage from casualty except as otherwise provided in this Agreement. After the Feasibility
Contingency Date, Seller shall not enter into new rental agreements or leases provided that
Seller may terminate existing rental agreements or leases. After the Feasibility Contingency
Date, Seller shall not enter into new service contracts impacting the Property, or other
agreements affecting the Property which have terms extending beyond Closing without
obtaining Buyer's consent, which shall not be withheld unreasonably.
31. Possession. Buyer shall accept possession subject to a separate lease -back agreement as
indicated herein and subject to the sub -tenancy of SAFE Yakima. Possession shall be on
Closing.
32. Seller's Representations. Except as disclosed to or known by Buyer prior to the
satisfaction or waiver of the Feasibility Contingency, including in the books, records and
documents made available to Buyer, or in the title report or any supplemental report or
documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual
knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter
into the Agreement, to sell the Property, and to perform its obligations under the Agreement,
and no further consent, waiver, approval or authorization is required from any person or entity to
execute and perform under this Agreement; (b) The books, records, leases, agreements and
other items delivered to Buyer pursuant to this Agreement comprise all material documents in
Seller's possession or control regarding the operation and condition of the Property, are true,
accurate and complete to the best of Seller's knowledge, and except as specifically provided
below, no other contracts or agreements exist that will be binding on Buyer after Closing; (c)
Seller has no actual knowledge of any written notices that the Property or any business
conducted thereon violate any applicable laws, regulations, codes and ordinances; (d) Seller
has all certificates of occupancy, permits, and other governmental consents necessary to own
and operate the Property for its current use; (e) There is no pending or threatened litigation
which would adversely affect the Property or Buyer's ownership thereof after Closing; (f) There
is no pending or threatened condemnation or similar proceedings affecting the Property, and the
Property is not within the boundaries of any planned or authorized local improvement district; (g)
Seller has paid (except to the extent prorated at Closing) all local, state and federal taxes (other
than real and personal property taxes and assessments described in Section 28 above)
attributable to the period prior to closing which, if not paid, could constitute a lien on Property
(including any personal property), or for which Buyer may be held liable after Closing; (h) Seller
is not aware of any concealed material defects in the Property except as disclosed to Buyer
before the Feasibility Contingency Date; (i) There are no Hazardous Substances (as defined
below) currently located in, on, or under the Property in a manner or quantity that presently
violates any Environmental Law (as defined below); there are no underground storage tanks
located on the Property; and there is no pending or threatened investigation or remedial action
by any governmental agency regarding the release of Hazardous Substances or the violation of
Environmental Law at the Property; (j) Seller has not granted any options nor obligated itself in
any matter whatsoever to sell the Property or any portion thereof to any party other than Buyer;
(k) Neither Seller nor any of its respective partners, members, shareholders or other equity
owners, is a person or entity with whom U.S. persons or entities are restricted from doing
business under regulations of the Office of Foreign Asset Control ("OFAC") of the Department of
the Treasury (including those named on OFAC's Specially Designated and Blocked Persons
List) or under any statute or executive order; and (I) the individual signing this Agreement on
behalf of Seller represents and warrants to Buyer that he or she has the authority to act on
alf of and bind Seller. As used herein, the term "Hazardous Substances" shall mean any
Buyer Page 6
Seller
55555.5333.17267746.1
substance or material now or hereafter defined or regulated as a hazardous substance,
hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local
law, regulation, or ordinance governing any substance that could cause actual or suspected
harm to human health or the environment ("Environmental Law"). The term "Hazardous
Substances" specifically includes, but is not limited to, petroleum, petroleum by-products, and
asbestos
If prior to Closing Seller or Buyer discovers any information which would cause any of the
representations above to be false if the representations were deemed made as of the date of
such discovery, then the party discovering the information shall promptly notify the other party in
writing and Buyer, as its sole remedy, may elect to terminate this Agreement by giving Seller
notice of such termination within five (5) days after Buyer first received actual notice (with the
Closing Date extended to accommodate such five (5) day period), and in such event, the
Earnest Money Deposit shall be returned to Buyer. Buyer shall give notice of termination within
five (5) days of discovering or receiving written notice of the new information. Nothing in this
paragraph shall prevent Buyer from pursuing its remedies against Seller if Seller had actual
knowledge of the newly discovered information such that a representation provided for above
was false.
Buyer agrees to conduct a Phase 1 Environmental Site Assessment ("Assessment"). Buyer has
the sole authority to choose who conducts the Assessment. Seller agrees to allow access and
entry for purposes of conducting the Assessment during normal business hours, or outside of
normal business hours if necessary. The Assessment shall be done at Buyer's expense. Buyer
agrees to provide a copy of the Assessment to Seller. Upon receipt, Seller shall have ten (10)
days to review the Assessment and determine if it wishes to terminate this Agreement, without
penalty.
This section does not waive, for Buyer, the feasibility period, and Buyer will have the entire
feasibility period to determine if the property is feasible for its needs.
33. As -Is. Except for the express representations and warranties in this Agreement, (a) Seller
makes no representations or warranties regarding the Property; (b) Seller hereby disclaims, and
Buyer hereby waives, any and all representations or warranties of any kind, express or implied,
concerning the Property or any portion thereof, as to its condition, value, compliance with laws,
status of permits or approvals, suitability for Buyer's intended use, occupancy rate or any other
matter of similar or dissimilar nature relating in any way to the Property, including the warranties
of fitness for a particular purpose, tenantability, habitability and use; (c) Buyer takes the
Property "AS IS" and with all faults; and (d) Buyer represents and warrants to Seller that Buyer
has sufficient experience and expertise such that it is reasonable for Buyer to rely on its own
pre -closing inspections and investigations.
34. Buyer's Representations. Buyer represents that Buyer is authorized to enter into the
Agreement; to buy the Property; to perform its obligations under the Agreement; and that neither
the execution and delivery of this Agreement nor the consummation of the transaction
contemplated hereby will: (a) conflict with or result in a breach of any law, regulation, writ,
injunction or decree of any court or governmental instrumentality applicable to Buyer; or (b)
constitute a breach of any agreement to which Buyer is a party or by which Buyer is bound. The
individual signing this Agreement on behalf of Buyer represents that he or she has the authority
• ..ct on behalf of and bind Buyer.
Buyer Page 7
es Seller
55555.5333.17267746.1
35. Claims. Any claim or cause of action with respect to a breach of the representations and
warranties set forth herein shall survive for a period of nine (9) months from the Closing Date, at
which time such representations and warranties (and any cause of action resulting from a
breach thereof not then in litigation, including indemnification claims) shall terminate.
Notwithstanding anything to the contrary in this Agreement: (a) Buyer shall not make a claim
against Seller for damages for breach or default of any representation or warranty, unless the
amount of such claim is reasonably anticipated to exceed $25,000; and (b) under no
circumstances shall Seller be liable to Buyer on account of any breach of any representation or
warranty in the aggregate in excess of the amount equal to $250,000, except in the event of
Seller's fraud or intentional misrepresentation with respect to any representation or warranty
regarding the environmental condition of the Property, in which case Buyer's damages shall be
unlimited.
36. Condemnation and Casualty. Seller bears all risk of Toss until Closing, and thereafter
Buyer bears all risk of loss. Buyer may terminate this Agreement and obtain a refund of the
earnest money if improvements on the Property are materially damaged or if condemnation
proceedings are commenced against all or a portion of the Property before Closing, to be
exercised by notice to Seller within ten (10) days after Seller's notice to Buyer of the occurrence
of the damage or condemnation proceedings. Damage will be considered material if the cost of
repair exceeds the lesser of $100,000 or five percent (5%) of the Purchase Price. Alternatively,
Buyer may elect to proceed with closing, in which case, at Closing, Seller shall not be obligated
to repair any damage, and shall assign to Buyer all claims and right to proceeds under any
property insurance policy and shall credit to Buyer at Closing the amount of any deductible
provided for in the policy.
37. FIRPTA Tax Withholding at Closing. Closing Agent is instructed to prepare a certification
(CBA or NWMLS Form 22E, or equivalent) that Seller is not a "foreign person" within the
meaning of the Foreign Investment in Real Property Tax Act, and Seller shall sign it on or before
Closing. If Seller is a foreign person, and this transaction is not otherwise exempt from FIRPTA,
Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue
Service.
38. Notices. Unless otherwise specified, any notice required or permitted in, or related to, this
Agreement (including revocations of offers and counteroffers) must be in writing. Notices to
Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Broker
with a courtesy copy to any other party identified as a recipient of notices in Section 18. A notice
to Seller shall be deemed delivered only when received by Seller. Notices to Buyer must be
signed by at least one Seller and must be delivered to Buyer, with a courtesy copy to any other
party identified as a recipient of notices in Section 18. A notice to Buyer shall be deemed
delivered only when received by Buyer. Notices must be delivered to and shall be effective
when received by that party at the address or email indicated in Section 18.
39. Computation of Time. Unless otherwise specified in this Agreement, any period of time in
this Agreement shall mean Pacific Time and shall begin the day after the event starting the
period and shall expire at 5:00 p.m. of the last calendar day of the specified period of time,
unless the last day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which
case the specified period of time shall expire on the next day that is not a Saturday, Sunday or
le. al holiday. Any specified period of five (5) days or less shall not include Saturdays, Sundays
al holidays. Notwithstanding the foregoing, references to specific dates or times or number
Buyer Page 8
Seller
55555.5333.17267746.1
of hours shall mean those dates, times or number of hours; provided, however, that if the
Closing Date falls on a Saturday, Sunday, or legal holiday as defined in RCW 1.16.050, or a
date when the county recording office is closed, then the Closing Date shall be the next regular
business day. If the parties agree upon and attach a legal description after this Agreement is
signed by the offeree and delivered to the offeror, then for the purposes of computing time,
mutual acceptance shall be deemed to be on the date of delivery of an accepted offer or
counteroffer to the offeror, rather than on the date the legal description is attached.
40. Assignment. Buyer's rights and obligations under this Agreement are not assignable
without the prior written consent of Seller, which shall not be withheld unreasonably; provided,
however, Buyer may assign this Agreement without the consent of Seller, but with notice to
Seller, to any entity under common control and ownership of Buyer, provided no such
assignment shall relieve Buyer of its obligations hereunder. If the words "and/or assigns" or
similar words are used to identify Buyer in Section 2, then this Agreement may be assigned with
notice to Seller but without need for Seller's consent. The party identified as the initial Buyer
shall remain responsible for those obligations of Buyer stated in this Agreement.
41. Default and Attorneys' Fees.
a. Buyer's default. In the event Buyer fails, without legal excuse, to complete the
purchase of the Property, then the applicable provision as identified in Section 13 shall
apply:
i. Forfeiture of Earnest Money. Seller may terminate this Agreement and keep
that portion of the earnest money that does not exceed five percent (5%) of the
Purchase Price as liquidated damages as the sole and exclusive remedy
available to Seller for such failure.
ii. Seller's Election of Remedies. Seller may, at its option, (a) terminate this
Agreement and keep that portion of the earnest money that does not exceed five
percent (5%) of the Purchase Price as liquidated damages as the sole and
exclusive remedy available to Seller for such failure, (b) bring suit against Buyer
for Seller's actual damages, or (c) pursue any other rights or remedies available
at law or equity.
b. Seller's default. In the event Seller fails, without legal excuse, to complete the sale of
the Property, then the applicable provision as identified in Section 14 shall apply:
i. Recover Earnest Money. As Buyer's sole remedy, Buyer may terminate this
Agreement and recover all earnest money or fees paid by Buyer whether or not
the same are identified as refundable or applicable to the purchase price.
ii. Buyer's Election of Remedies. Buyer may, at its option, (a) bring suit against
Seller for Buyer's actual damages, or (b) pursue any other rights or remedies
available at law or equity.
c. Neither Buyer nor Seller may recover consequential damages such as lost profits. If
Buyer or Seller institutes suit against the other concerning this Agreement, the prevailing
party is entitled to reasonable attorneys' fees and costs. In the event of trial, the amount
of the attorneys' fees shall be fixed by the court. The venue of any suit shall be Yakima
County, and this Agreement shall be governed by the laws of the State of Washington
without regard to its principles of conflicts of laws.
42. Miscellaneous Provisions.
a. Complete Agreement. This Agreement and any addenda and exhibits thereto state
the entire understanding of Buyer and Seller regarding the sale of the Property. There
are no verbal or other written agreements which modify or affect the Agreement, and no
Buyer Page 9
Seller
55555.5333.17267746.1
Seller
modification of this Agreement shall be effective unless agreed in writing and signed by
the parties.
b. Counterpart Signatures. This Agreement may be signed in counterpart, each signed
counterpart shall be deemed an original, and all counterparts together shall constitute
one and the same agreement.
c. Electronic Delivery and Signatures. Electronic delivery of documents (e.g.,
transmission by facsimile or email) including signed offers or counteroffers and notices
shall be legally sufficient to bind the party the same as delivery of an original. At the
request of either party, or the Closing Agent, the parties will replace electronically
delivered offers or counteroffers with original documents. The parties acknowledge that
a signature in electronic form has the same legal effect as a handwritten signature. Each
party is required to follow the other party's adopted policies regarding electronic
signatures if electronic signatures will be used.
d. Section 1031 Like -Kind Exchange. If either Buyer or Seller intends for this
transaction to be a part of a Section 1031 like -kind exchange, then the other party
agrees to cooperate in the completion of the like- kind exchange so long as the
cooperating party incurs no additional liability in doing so, and so long as any expenses
(including attorneys' fees and costs) incurred by the cooperating party that are related
only to the exchange are paid or reimbursed to the cooperating party at or prior to
Closing. Notwithstanding this provision, no party shall be obligated to extend closing as
part of its agreement to facilitate completion of a like -kind exchanged. In addition,
notwithstanding Section 40 above, any party completing a Section 1031 like -kind
exchange may assign this Agreement to its qualified intermediary or any entity set up for
the purposes of completing a reverse exchange.
43. Information Transfer. In the event this Agreement is terminated, Buyer agrees to deliver to
Seller within ten (10) days of Seller's written request copies of all materials received from Seller
and any non -privileged plans, studies, reports, inspections, appraisals, surveys, drawings,
permits, applications or other development work product relating to the Property in Buyer's
possession or control as of the date this Agreement is terminated.
44. Confidentiality. Until and unless closing has been consummated, Buyer and Seller shall
follow reasonable measures to prevent unnecessary disclosure of information obtained in
connection with the negotiation and performance of this Agreement. Neither party shall use or
knowingly permit the use of any such information in any manner detrimental to the other party.
The parties acknowledge and agree that the Washington State Public Records Act, Chapter
42.56 RCW, may require the release of documents associated with this Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement intending to be
bound.
BUYER: CITY OF YAKIMA
By:
IrkWito
J a01 at7"D'L-F Date: 413./11 12COA
SELLER: GREATER YAKIMA CHAMBER OF
COMMERCE
Buyer Page 10
CITY CONTRACT NO
RESOLUTION NO
55555.5333.17267746.1
EXHIBIT A
LEGAL DESCRIPTION
Lot 5, Block 170, HUSON'S ADDITION TO NORTH YAKIMA, as recorded in Volume "A" of
Plats, Page 11, records of Yakima County, Washington;
EXCEPT Beginning at the Northwest corner of said Lot 5;
Thence North 70°00'32" East along the North line thereof 65.50 feet;
Thence South 20°00'OOA East 2.13 feet;
Thence South 70°00'32" West 65.50 feet to the West line of said Lot 5;
Thence North 20°00'00" West 2.13 feet to the point of beginning;
ALSO that portion of Lot 4, Block 170, HUSON'S ADDITION TO NORTH YAKIMA, as recorded
in Volume "A" of Plats, Page 11, records of Yakima County, Washington described as follows:
Beginning at the Southeast corner of Lot 5 of said Block 170;
Thence South 70°00'32" West along the Southerly boundary line of said Lot 5 to the Southwest
corner thereof;
Thence South 20°00'00" East 12.13 feet along the Westerly line of said Lot 4;
Thence North 70°00'32" East to the Easterly line of said Lot 4;
Thence North 20°00'00" West along the Easterly line of said Lot 4 to the point of beginning;
ALSO that portion of Lot 6, Block 170, HUSON'S ADDITION TO NORTH YAKIMA, as recorded
in Volume "A" of Plats, Page 11, records of Yakima County, Washington, described as follows:
Beginning at the Southwest corner of said Lot 6;
Thence North 70°00'32" East along the South line thereof 65.50 feet to the point of beginning;
Thence continuing North 70°00'32" East 74.50 feet to the Southeast corner of said Lot 6;
Thence North 20°00'00" West along the East line of said Lot 6 a distance of 8.87 feet;
Thence South 70°00'32" West 74.50 feet to the intersection with a line bearing North 20°00'00"
West from the point of beginning;
Thence South 20°00'00" East 8.87 feet to the point of beginning.
Situated in Yakima County, State of Washington.
Buyer Page 11
Seller
55555.5333.17267746.1
EXHIBIT B
ADDITIONAL TERMS
• Seller will lease back property after closing for up to six (6) months. A lease agreement
will be separately drafted and executed by both parties prior to and subject to closing.
The lease shall be a $0/month lease of the building "as is" with no maintenance, upkeep
or improvements to be undertaken by the City/Landlord before or during the tenancy.
The lease agreement will also permit SAFE Yakima as an authorized occupant. Buyer
shall not charge and collect rent from SAFE Yakima during the lease period; provided,
Buyer may assess, charge, and collect from SAFE Yakima usual and customary costs
and expenses for the shared use of the office space, including shared utility costs,
maintenance/janitorial costs, and shared office supply and equipment costs. Other than
Buyer and SAFE Yakima, all other existing tenants or occupants must quit, vacate, and
surrender possession prior to or at the date of closing.
• This Agreement is subject to final approval by the Greater Yakima Chamber of
Commerce and the Yakima City Council.
Buyer Page 12
Seller
55555.5333.17267746.1
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 9.B.
For Meeting of: June 18, 2024
ITEM TITLE: Resolution authorizing a Commercial Purchase and Sale Agreement
with the Greater Yakima Chamber of Commerce
SUBMITTED BY: Sara Watkins, City Attorney
SUMMARY EXPLANATION:
An updated proposed Purchase and Sale Agreement is presented for your consideration. Under its
terms, the City would purchase the Chamber of Commerce building and property for $600,000.00. It
would also allow the Chamber to continue operations in the building through a yet -to -be -drafted lease
agreement, for up to an additional six months post -closing while the Chamber searches for new office
space.
During that time, SAFE Yakima will be allowed to continue sub -leasing from the Chamber. To address
possible environmental issues, the City has agreed to conduct a Phase 1 environmental assessment and
the Chamber has agreed to disclose known issues after the Phase 1 is complete. After the Phase 1,
both parties have an opportunity to revoke the Agreement if the results are unsatisfactory. The purchase
of the property will facilitate full control of nearly the entire block across from the Yakima Convention
Center to be used for additional parking, which is necessary due to the expansion of the Convention
Center, and other municipal purposes.
ITEM BUDGETED:
STRATEGIC PRIORITY: Investment In Infrastructure
RECOMMENDATION: Adopt Resolution.
ATTACHMENTS:
Res -Chamber of Commerce_P&SA.docx
City & Chamber Purchase & Sale Agreement_2024.pdf
104