The URL can be used to link to this page

Home My WebLink AboutR-2021-169 Resolution authorizing the City Manager to sign an Assignment and Assumption Agreement regarding the Purchase and Sale Agreement dated August 6, 2021 between Filer Holdings, LLC and the City of Yakima and ratifying the signatures of the City MaRESOLUTION NO. R-2021-169 A RESOLUTION authorizing the City Manager to sign an Assignment and Assumption Agreement regarding the Purchase and Sale Agreement dated August 6, 2021 between Filer Holdings, LLC and the City of Yakima and ratifying the signatures of the City Manager on all prior documents and amendments associated with the Agreement. WHEREAS, the City Council, by unanimous consent, authorized the City Manager to enter into a purchase and sale agreement to purchase the property at 101 North 2' Street, and related properties; and WHEREAS, the original purchase and sale agreement was between Filer Holdings, LLC, and the City of Yakima; and WHEREAS, the title report that was procured as part of the transaction indicated that Yakima Executive Building, LLC is the current deed holder of the property and is the proper party to list as the seller in the purchase and sale agreement; and WHEREAS, the title company, as part of closing, will ensure that all necessary and proper signatures are obtained to the closing documents and the deed, but the purchase and sale agreement needs to be assigned to the current deed holder, Yakima Executive Building, LLC; and WHEREAS, during the feasibility period a number of issues arose which were addressed in amendments and addendums to the purchase and sale agreement signed by the City Manager; and WHEREAS, as part of the assignment, Yakima Executive Building, LLC will agree to complete all necessary items in the addendums that arose during the feasibility period, as well as all other obligations associated with 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 Assignment and Assumption Agreement and ratify all prior actions of the City Manager associated with the purchase and sale agreement; now, therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute the Assignment and Assumption Agreement Regarding the purchase and sale agreement dated August 6, 2021, between Filer Holdings, LLC and the City of Yakima, and hereby ratifies all prior documents and amendments signed by the City Manager associated with the purchase and sale agreement and its addendums. ADOPTED BY THE CITY COUNCIL this 14th day of December, 2021. ATTEST: Sonya Clear Ted, City Clerk Uocu6ign Envelope ID: :..i1J141-33U-9b21-41-tti-911-9-UfkbtiUULMUUZ3 @ Commercial Brokers Association 2011 ALL RIGHTS RESERVED CBA Form PSA Addendum/Amendment to PSA Rev. 1/2011 Page 1 of 1 ASSIGNMENT AND ASSU TION AG " E NT REGARDING PURCHASE AND SALE AGREEMENT DATED AUGUST 6, 2021 BETWEEN FILER HOLDINGS LLC AND CITY OF Y A This ASSIGNMENT AND ASSUMPTION AGREEMENT is entered into as of the day of December, 2021 (this "Agreement") by and between Filer Holdings, LLC, a Washington limited liability company, and Yakima Executive Building, LLC, a Washington limited liability company, This Agreement is approved by the City of Yakima a municipal corporation, the 13uyer in the original Purchase and Sale Agree/new ("P&S"). WHEREAS, Filer Holdings, LLC entered into the P&S with the City of Yakima on August 6, 2021, to which this Agreement pertains and will become part of the P&S documents; and WHEREAS, Yakima Executive Building, LLC is the title holder of the subject property of the P&S, which was realized by the City of Yakima once the title report was provided by Filer Holdings, LLC; and and WHEREAS, Filer Holdings, LLC holds an interest in Yakima Executive Building, LLC, WHEREAS, Filer Holdings, LLC desires to assign all of its rights, interests, liabilities, and obligations under the P&S to Yakima Executive Building, LLC, and Yakima Executive Building, LLC desires to assume all such rights, interests, liabilities and obligations under the P&S; and the assi WHEREAS, the City of Yakima as buyer of the property listed in the P&S consents to ent of the P&S to Yakima Executive Building, LLC; NOW, THEREOFRE, in consideration of the foregoing recitals and the mutual agreements and covenants herein contained, the parties hereto agree as follows: uocusign Envelope Lili141-Sil.)-Ut521--41-ttl-911-9-UANciUUUbUL)23 1. Filer Holdings, LLC hereby assigns and conveys to Yakima Executive Building, LLC for the benefit of Yakima Executive Building, LLC, its successors and assigns, all of Filer Holdings, LLC's right, title and interest in, to and under the Purchase and Sale Agreement and its amendments/addendums entered into between Filer Holdings, LLC and the City of Yakima, to which this Assignment and Assumption Agreement is appended as an addendum, together with all rights, privileges and benefits appertaining thereto. 2. Yakima Executive Building, LLC, hereby accepts the assignment and conveyance of the right, title and interest in, to and under the Purchase and Sale Agreement and its amendments/addendums by Filer Holdings, LLC, pursuant to paragraph 1 above, and does hereby assume, and undertake and agree to hereafter pay, perform and discharge in accordance with their terms all of the liabilities, obligations and commitments of Filer Holdings, LLC relating to the rights in paragraph 1 above, and all of the rights, liabilities, obligations and commitments of Filer Holdings, LLC outlined in the Purchase and Sale Agreement and its amendments/addendums, as if Yakima Executive Building, LLC were the signor to the Purchase and Sale Agreement and each of its amendments/addendums. 3. The City of Yakima hereby approves the assignment of right, title, interest, liabilities, obligations and commitments from Filer Holdings, LLC to Yakima Executive Building, LLC with regards to the Purchase and Sale Agreement and its amendments/addendums. 4. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, shall confer on any person or entity other than the parties hereto, and their respective and permitted assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, including any third party beneficiary rights. 5. This Agreement shall become an Amendment/Addendum to the Purchase and Sale Agreement dated August 6, 2021. ALL OTHER TERMS AND CONDITIONS of the Purchase and Sale Agreement 'and its amendments remain unchanged. FILER HOLDINGS, LLC [ Docungned by: Name) Paul. nocuSigned by: VtIA-ist. bald% ise Baker ITS: (Title) Owners 12/13/2021 YAKIMA EXECUTIVE BUILDING, LLC ClocuSigned by: DQmSigned by: ONIASnAfWw.,,, VuA,ist, 64v i"Nam) Paula Cohgle.,.., Baker ITS: (Title) Owners 12/13/2021 DATED: DATED: DocuSign Envelope ID: 3814F33D-962F-4FE8-91F9-DA56CCO5CC23 BY: ROBERT HARRISON ITS: CITY MANAGER DATED: E3l 7t v CITY CONTRACT NO•2() 2CQ2 Li RESOLUTION NO:( ) j .1 1 -1flc1 1 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEM ENT Item No. 5.G. For Meeting of: December 14, 2021 ITEM TITLE: Resolution authorizing the City Manager to sign an Assignment and Assumption Agreement regarding the Purchase and Sale Agreement dated August 6, 2021 between Filer Holdings, LLC and the City of Yakima and ratifying the signatures of the City Manager on all prior documents and amendments associated with the Agreement SUBMITTED BY: Sara Watkins, City Attorney SUMMARY EXPLANATION: The City Council previously directed, by unanimous consent, the City Manager to enter into a purchase and sale agreement for property at 101 North 2nd Street and related properties. This resolution assigns the purchase and sale agreement to the holder of the deed, as was revealed in the title report, and ratifies the additional addendums that were entered into after the feasibility period ended. Those addendums include repairs, removal of items from the building before closing, and extension of the closing date. This resolution allowing assignment of the agreement will not change any of those documents. The updated seller will be subject to all of the terms, conditions, benefits, liabilities, obligations and commitments outlined in the agreement and its addendums. This assignment was necessary to correct the name of the limited liability company that holds title to the property. ITEM BUDGETED: Yes STRATEGIC PRIORITY: NA APPROVED FOR SUBMITTAL BY THE CITY MANAGER RECOMMENDATION: Adopt resolution. ATTACHMENTS: Description Upload Date 0 Res-PSA Ratification 12/2/2021 Type Resolution 2 D Contract w-Addendums-120121 12/2/2021 Contract D Addendum -Amendment to PSA Seller Assignment 12/2/2021 Contract