HomeMy WebLinkAboutR-1996-136 Purchase of Property•
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A RESOLUTION
RESOLUTION NO. R-96-136
authorizing and directing the City Manager and City Clerk of the
City of Yakima to execute a Purchase and Sale Agreement with
Michael M. Mercy and Kathy Mercy, husband and wife, for the
purchase of unimproved property located at Spruce and Third
Streets in the City of Yakima.
WHEREAS, Michael M. Mercy and Kathy Mercy, husband and wife, are the
current owners of four unimproved lots located at the northeast corner of the
intersection of Third Street and Spruce Street in the City of Yakima, and
WHEREAS, the Mercys are desirous of selling the property to the City; and
WHEREAS, the property is located directly across Third Street from the City of
Yakima Police Station/Legal Center and could be used for parking for that facility;
and
WHEREAS, the City and the Mercys have agreed on a purchase price of
$325,000, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager and City Clerk are hereby authorized and directed to execute
the attached and incorporated Purchase and Sale Agreement with Michael M. Mercy
and Kathy Mercy, husband and wife, and the City Manager is further authorized and
directed to take all necessary and prudent actions to complete the purchase and
acquisition of the property described as Parcel A in the attached Purchase and Sale
Agreement, including, but not limited to, the procurement of professional services
for necessary Phase I/Phase II Environmental Site Assessments within the
limitations of existing budget authority
ADOPTED BY THE CITY COUNCIL this 15thday of October , 1996.
ATTEST
City Clerk
11e)ree/merry jv
Gyk liter-rA.��� .
ohn Puccinelli Assistant Mayor
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made and entered into this — day of
1996, by and between Michael M. Mercy and Kathy Mercy,
Husband and Wife, (hereinafter referred to as "Mercy") and the CITY OF
YAKIMA, Washington, a municipal corporation of the State of Washington,
whose address is 129 North 2nd Street, Yakima, Washington 98901, (hereinafter
referred to as "City"), WITNESSETH:
RECITALS
Mercy is the owner of the following -described unimproved real property
in Yakima, Yakima County, Washington, hereinafter referred to as Parcel A, to
wit:
Parcel A:
All of Lots 9, 10, 11, and 12, Block 73, Town of North Yakima, now
Yakima, Washington, as recorded in Volume "A" of Plats, Page 10
and re-recorded in Volume "E" of Plats, Page 1, records of Yakima
County, Washington. (Assessor's Parcel No. 191319-24458, 24457,
24456, 24455, 24454).
Said Parcel A is c-rrently unimproved and was used solely for residential
purposes prior to the structures being removed.
The City is seeking to acquire Parcel A and Mercy is desirous of selling
Parcel A. An appraisal has been completed by Western Appraisers, Inc. valuing
Parcel A at Three Hundred Twenty Nine Thousand Dollars ($329,000.00). The
parties have negotiated at arms length for a substantial period of time and
have arrived at an agreement between them whereby Mercy will convey Parcel
A to the City in exchange for the City paying Three Hundred Twenty Five
Thousand Dollars ($325,000.00). to Mercy, due and payable on closing. The
purpose of this document is to set forth the terms and conditions of such
agreement.
IT IS MUTUALLY AGREED by and between the parties hereto as follows:
1 . Conveyance by Mercy. Mercy agrees to convey Parcel A to the City, by
Statutory Warranty Deed, free and clear of all encumbrances, except for rights
reserved in federal patents, state or railroad deeds, utility or other easements
of record, rights-of-way or easements shown on the plat or visible by inspection,
reserved oil or mineral rights, if any, and any pending or future adjudication
of surface water rights.
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(i.) xixs )rev ear./
2 . Purchase Price of Parcel A. City shall pay Mercy the amount of
Three Hundred and Twenty -Five Thousand Dollars ($325,000.00), due and
payable upon closing.
3. Conditions Precedent to Sale. This Agreement is subject to the
following express conditions precedent, and neither party shall be obligated to
continue under this agreement until all of the following conditions precedent
are satisfied in the manner set forth below:
(A) Clear Title. At or before time of closing, Mercy shall clear any and
all defects in the title and all liens, encumbrances, covenants, rights-of-
way, easements, or other outstanding rights disclosed by the preliminary
title report, except those matters set forth in Section 1 and supply the
City with a description title chain showing past ownership of the
Property.
(B) In the event that the foregoing condition precedent is not satisfied
in the manner set forth above, then this Agreement shall terminate and
be without any further force and effect, and without further obligation of
either party to the other.
4. Closing. The transaction contemplated hereby shall be closed at
Fidelity Title Company, Yakima, Washington, with the contemplated closing
date of November 1, 1996, or as soon thereafter as reasonably practicable
following fulfillment of the conditions precedent. On closing, Mercy shall
deliver to the City its duly executed Statutory Warranty Deed conveying Parcel
A. The City shall be responsible for the payment of the recording fees for the
Deed in its favor, Mercy shall be responsible for payment of the cost of title
insurance for Parcel A , and each party shall pay for one-half (1/2) of the
escrow closing fee. Real Estate Sales Excise Tax if applicable, shall be paid by
the grantor of the taxed parcel.
5. Representations. Warranties. and Indemnities.
(A) Definition of "Hazardous Substance." When used in this
Agreement the term "hazardous substance" shall be defined to mean any
substance or material defined or designated as hazardous or toxic waste,
hazardous or toxic material, a hazardous, toxic, or radioactive substance,
or other similar term, by any federal, state, or local environmental
statute, regulation, or ordinance presently in effect or that may be
promulgated in the future, as such statutes, regulations, and ordinances
may be amended from time to time, including, but not limited to, the
statutes listed below:
(1) Federal Resource Conservation and Recovery Act of 1976, 42
U.S.C. § 6901 et seq.
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ciw}asr/ Merry Pr.itt
(2) Federal Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq.
(3)
Federal Clean Air Act, 42 U.S.C. § 7401-7626.
(4) Federal Water Pollution Control Act, Federal Clean Water Act
of 1977, 33 U.S.C. § 1257 et seq.
(5) Federal Insecticide, Fungicide, and Rodenticide Act, Fed.
Pesticide Act of 1978 7 U.S.C. § 13 et seq.
(6) Federal Toxic Substance Control Act, 15 U.S.C. § 2601 et seq.
(7) Federal Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq.
(8) Washington Clean Air Act, RCW Chapter 70.94.
(9) Washington Solid Waste Management -Recovery and Recycling
Act, RCW Chapter 70.95.
(10) Washington Model Toxics Control Act, RCW Chapter 70.105D.
(1 1) Washington Hazardous Waste Fees Act, RCW Chapter
70.105A.
(12) Washington Nuclear Energy and Radiation Act, RCW Chapter
70.98.
(13) Washington Radioactive Waste Storage and Transportation
Act of 1980, RCW Chapter 70.99.
(B) Representations. Warrantees and Indemnities
(i) Representations and Warranties. Mercy represents and
warrants to City that the following are true and correct:
(1) There are no hazardous substances present on or
under Parcel A; and
(2) Mercy will not cause or permit any activities on Parcel
A which directly or indirectly could result in a release of
hazardous substances on or under Parcel A; and
(3) Any hazardous substances that may have been
released or present on or under Parcel A have been properly
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t;.davrfR6 ecrcy erwe ty.N
treated, cleaned up, removed, and disposed of in compliance
with all federal, state, and local environmental statutes,
regulations, and ordinances, including, but not limited to,
the statutes listed in subsection (A) above; and
(4) Mercy has completed all remedial, cleanup, and
corrective actions required pursuant to all federal, state, and
local environmental statutes, regulations, and ordinances,
and in conformance with all applicable standards of
professional skill, competence, and care; and
(5) Mercy shall at all times retain any and all liabilities
arising from the off-site handling, treatment, storage,
transportation, or disposal of hazardous substances by
Mercy.
(ii) Indemnities. Mercy shall protect, defend, indemnify, and hold the
City harmless from and against any and all claims, demands, losses,
liens, liabilities, penalties, fines, lawsuits, and other proceedings and
costs and expenses (including attorney's fees and disbursements), which
accrue to or are incurred by the City on or after transfer of Parcel A and
arise directly or indirectly from or out of, relate to, or in any way are
connected with (1) any breach of the representations or warranties
contained herein, (2) any activities on Parcel A during Mercy's
ownership, possession, or control of Parcel A which directly or indirectly
result in Parcel A or any other property becoming contaminated with
hazardous substances, and (3) the presence, discovery, or cleanup of any
hazardous substances released or existing on or under Parcel A at any
time prior to the date title is transferred to the City.
(iii) The foregoing representations, warranties, and indemnities shall
survive the closing.
6 . Notices. Any notices required or desired to be given under this
Agreement shall be in writing and personally served, given by overnight express
delivery, or given by mail. Any notices given by mail shall be sent, postage
prepaid, by certified mail, return receipt requested, addressed to the party to
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11w+lagr/NS Mercy Prcperry.pr
receive at the following address or at such other address as the party may from
time to time direct in writing:
MERCY:
CITY:
Title Company:
Tilley Commercial Real Estate
Attn.: David F. Tilley
313 North 31st Avenue
Yakima, WA 98902
Mr. R. A. Zais, Jr.
City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
Fidelity Title Company
406 North 2nd Street
Yakima, WA 98901
Express delivery notices shall be deemed to be given upon receipt. Postal
notices shall be deemed to be given three (3) days after deposit with the
United States Postal Service. Copies of all notices to Seller or Purchaser shall be
given to Fidelity Title Company, and copies of all notices to Fidelity Title
Company shall be given to the other party to this Agreement.
7. Assignment. Neither party shall not transfer or assign this Agreement,
or any interest therein, without the consent in writing of the other party, and
it is agreed that any such transfer or assignment, whether voluntary, by
operation of law or otherwise, without such consent in writing, shall be
absolutely void and shall, at the option of the non-transferring/assigning
party, terminate this Agreement.
8. Waiver of Breach. A waiver by either party hereto of a breach of the
other party hereto of any covenant or condition of this Agreement shall not
impair the right of the party not in default to avail itself of any subsequent
breach thereof. Leniency, delay or failure of either party to insist upon strict
performance of any agreement, covenant or condition of this Agreement, or to
exercise any right herein given in any one or more instances, shall not be
construed as a waiver or relinquishment of any such agreement, covenant,
condition or right.
9. Time of the Essence. Time is of the essence of this Agreement.
10. Law Governing. This Agreement shall be governed in all respects by
the laws of the State of Washington.
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(jv).gr/RS Mercy ft'gei [ p
11. Successors and Assigns. Subject to the provisions of Section 8, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their successors, and assigns.
12. Entire Agreement. It is understood and agreed that all
understandings and agreements, whether written or oral, heretofore had
between the parties hereto are merged in this Agreement, which alone fully and
completely expresses their agreement, that neither party is relying upon any
statement or representation not embodied in this Agreement, made by the
other, and that this Agreement may not be changed except by an instrument
in writing signed by both parties.
13. Litigation. In the event there should be any litigation arising out of
this Agreement, venue shall lie in Yakima County, Washington, and the
prevailing party shall be entitled to recover its reasonable attorney's fees and
costs.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first herein written.
[CITY]
Witness: CITY OF YAKIMA, WASHINGTON
ATTEST:
(Seal)
City Clerk
By:
R. A. Zais, Jr., City Manager
Mercy's acceptance: day of , 1996. Mercy agrees to the
property exchange on the terms and conditions specified herein. Mercy
acknowledges receipt of a copy of the Agreement, signed by both parties.
[MERCY]
Witness: MERCY,
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Uw)�,� Mercy Prrverry J.
By:
Michael M. Mercy
By:
Kathy Mercy
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. ) 3 k
Meeting of: October 15, 1996
ITEM TITLE: Property purchase of the NE Corner of East Spruce and South Third
Street (Mercy Property).
SUBMI I ED BY: Glenn Rice, Assistant City Manager
CONTACT PERSON/TELEPHONE: Glenn Rice (509) 575-6040
SUMMARY EXPLANATION: After several months of negotiations, the City is
prepared to complete a real estate transaction with Mike Mercy to acquire his
property at the Northeast corner of East Spruce and South Third Street across from
the new Police Station/Legal Center. The environmental review has been
completed and is acceptable to the City. To protect the City, the seller warrants and
indemnifies, the City against the presence of potential hazardous substances. These
issues are important given the history and nature of the general area and the urban
uses within the "Railroad Area."
Enclosed for your consideration is the second reading of the necessary appropriation
ordinance amending the 1996 general contingency and law and justice capital fund
budgets to provide funds for the purchase of this property, a resolution directing the
City Manager and City Clerk to execute this purchase and the purchase and sale
agreement.
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* X RESOLUTION X ORDINANCE CONTRACT OTHER *
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*FUNDING SOURCE *
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*APPROVED FOR SUBMITTAL:
Arf-t
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* l CITY MANAGER *
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STAFF RECOMMENDATION: Amend the budget and adopt the resolution.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: The Resolution was adopted. Resolution No. R-96-136