Loading...
HomeMy WebLinkAboutR-1990-D5751 206 Pine St. (missing document) 501 MAY 22, 1990 Don Skone, Planning Manager, distributed notices of a luncheon meeting on June 4th, 1990 at the Airport Restaurant with County Commissioners. Information Items: Items of information supplied to Council were: Letter from Nob Hill Water Association to its members stating the Association will collect the City imposed B & 0 tax from its city members. 5/8/90; Annexation Status Report. 5/22/90; Memo from Cable Communications Manager regarding Impending Cable Television Rate Changes. 5/9/90; Memo from Cable Communications Manager regarding "Yakima Futures" Video airing on YCTV. 5/10/90; Monthly report of the Chief of Police for April 1990; Letter to Governor Booth Gardner expressing appreciation for $100,000 grant for the Yakima Rebound Rehabilitation Program. 5/15/90; Letter from Forest District Ranger expressing appreciation for assistance from Fire Captain Rick Bowman in checking a possible hazardous materials dump site. 5/14/90; Letter from ICBO Western Washington Chapter supporting appointment of Bob Shampine as Northern Division representative to the Fire and Life Safety Committee. 5/9/90; Article from newspaper, "Supreme Court Says Kansas City Schools Must Levy Taxes to Pay for Desegregation; Legal Department Monthly Report for March 1990; Monthly Reports from Personnel regarding hiring and vacancies as of May 15, 1990; and Agenda for May 21, 1990 Police and Fire Civil Service Commission meeting and minutes of its March 28, 1990 meeting. 21. EXECUTIVE SESSION REGARDING ACQUISITION OF PROPERTY, PENDING AND PROSPECTIVE LITIGATION (COUNCIL MAY RECONVENE IN OPEN SESSION TO CONSIDER ITEM A.) It was MOVED BY PECHTEL, SECONDED BY BUCHANAN, TO MOVE INTO . EXECUTIVE SESSION FOR THE PURPOSE OF DISCUSSING ACQUISITION OF PROPERTY AND PENDING AND PROSPECTIVE LITIGATION WITH IMMEDIATE RECONVENING. The motion carried by unanimous voice vote. A. CONSIDERATION OF RESOLUTION AUTHORIZING ACQUISITION OF PROPERTY (AVAILABLE TUESDAY) The meeting reconvened at 6:00 P.M. Resolution No. D -5751 having been read by title, It was MOVED BY SIMS, SECONDED BY BUCHANAN, THAT THE RESOLUTION BE ADOPTED. The motion carried by unanimous • roll call vote. RESOLUTION NO. D -5751, A RESOLUTION authorizing the execution of a Purchase and Sale Agreement for property and buildings located at 206 West Pine, Yakima, Washington. • 22. ADJOURNMENT TO MAY 23, 1990 NOON MEETING WITH AREA STATE LEGISLATORS AT THE RED LION (TIETON ROOM) It was MOVED BY BUCHANAN, SECONDED BY BEAUCHAMP, TO ADJOURN TO MAY 23, 1990 AT NOON AT THE RED LION INN. The motion carried by unanimous voice vote. The meeting was adjourned at 6:10 P.M. • READ AND CERTIFIED ACCURATE BY: ,k acJD OU C ‘MEMBER DATE s2/71� `. COUNCIL M -DATE • . A'r1'I ST: 12.4.4A,t_.) cA4A,c— (4e- 4/2,7,- CITY CLERK M AYOR • Minutes prepared by Lois Harris- Givens AAD /7 i.'. 3' , 1 PURCHASE AND SALE AGREEMENT ement is made and entered into this day of ��, 1990, by and between DON J. and LUCILE R. YOUNG, husband and ��'ife, (hereafter referred to as "Sellers "), and the CITY OF YAKIMA, WASHINGTON, a municipal corporation of the State of Washington, whose address is 129 North Second Street, Yakima, Wash- ington 98901 (hereafter referred to as "Purchaser "), WITNESSETH: IT IS MUTUALLY AGREED by and between the parties hereto as follows: Section 1. Purchase and Sale of the Property. Sellers hereby agree to sell and Purchaser hereby agrees to purchase, subject to and on the terms and conditions hereinafter set forth and for the price hereinafter fixed, certain real and personal property in Yakima, Yakima County, Washington, commonly known as 204/206 West Pine, Yakima, Washington, Yakima County Assessor Parcel Nos. 191319- 33405, 181324- 44401, and 181324 -44402 and legally described as follows: All of Lot 1 of Short Plat 84 -79, as recorded on April 20, 1984, under Auditor's File No. 2702480, in the records of Yakima County, Washington. AND Lots 12, 13, 14, and 15, Block 235, LUND'S ADDITION TO NORTH YAKIMA, NOW YAKIMA, WASHINGTON, as recorded in Volume "A" of Plats, page 103. (Tax Parcel Nos. 181324 - 44401 -5 and 181324 - 44402 -03) Together with all appurtenances, water, and water rights belonging thereto. and graphically shown on the print marked Exhibit A, attached here- to and hereby made a part hereof, together with all of Sellers' - 1 - . (agr /young.jt2) right., title, and interest in and to the improvements, appurten- ances, and fixtures, located thereon, including, without limita- tion, the items listed in Exhibit B attached hereto and made a part hereof by reference. The sale property and all improvements and property listed in Exhibit B shall collectively be referred to as "the Property ". Together with an easement for ingress and egress for the bene- fit of purchaser from South Third Avenue to the Property as cur- rently used by Sellers. It is understood that the sale and conveyance made pursuant to this Agreement shall be subject to any and all applicable federal, state, and local laws, orders, rules, and regulations. Section 2. Purchase Price. The purchase price for the Property to be paid by Purchaser to Sellers shall be the sum of Three Hundred Thirty -five Thousand Dollars ($335,000.00) ( "Purchase Price "). Section 3. Payment of the Purchase Price. The Purchase Price shall be paid by Purchaser to Sellers as follows: (a) Upon execution of this Agreement by all parties, the sum of Three Thousand Three Hundred Fifty Dollars (S3,350.00), in cash or by check or draft to be deposited with Fidelity Title Insurance Company, 406 North 2nd Street, Yakima, Washington 98901 ( "Title Company ") in an interest- bearing account [the Three Thousand Three Hundred Fifty Dollars ($3,350.00) deposit and accrued interest thereon shall hereafter be referred to as "Escrow Fund "l; and - 2 - • (agr /young.jt2) (b) At the time of closing of escrow, the balance of the Purchase Price in cash or by certified or cashier's check drawn on a financial institution acceptable to Sellers. Section 4. Conditions Precedent to Sale. This Agreement is made and executed by the parties hereto subject to the following conditions precedent: (a) Title Review. As soon as reasonably possible, Sellers, at their sole cost and expense, shall obtain from Title Compa- ny a preliminary title report, and copies of all documents referred to therein, and furnish same to Purchaser. Purchaser shall have thirty (30) days after receipt of said preliminary title report and documents in which to approve or disapprove any defects in the title or any liens, encumbrances, coven- ants, rights -of -way, easements or other outstanding rights disclosed by the preliminary title report, except those mat- ters set forth in Section 6. Disapproval shall be by written notice given by Purchaser to Sellers setting forth the specif- ic item or items disapproved by Purchaser. In the event of disapproval by Purchaser of any item or items contained in or disclosed by said preliminary title report, Sellers shall have thirty (30) days after receipt of Purchaser's notice of disap- proval to eliminate or make arrangements to eliminate at time of closing any disapproved items from the policy of title insurance to be issued in favor of Purchaser. In the event any such disapproved item is not eliminated within such thirty (30) day period, then this Agreement shall terminate unless Purchaser shall have elected to waive its prior disapproval in writing not less than five (5) days before the date of closing of escrow. In the event of termination due to any such uncor- rected defect in title, the Escrow Fund shall be returned to Purchaser, and this Agreement shall terminate and be without - 3 - . (agr /young.jt2) any further force and effect, and without further obligation of either party to the other. (b) Feasibility Studies. Upon execution of this Agreement, Purchaser, and its agents and subcontractors, are granted the privilege of entering upon the Property for the purpose of performing environmental audits, soil tests, engineering and feasibility studies and such other studies of Building 1 as identified on Exhibit A as Purchaser may deem necessary to determine the suitability of the Property for the purpose for which Purchaser desires to purchase the same. If the results of such audits, tests or studies are unsatisfactory in Pur- chaser's reasonable opinion, Purchaser may, at its option, elect to terminate this Agreement by giving Sellers written notice of election to terminate within forty -five (45) days after the date of execution of this Agreement. In the event of such termination by Purchaser, the Escrow Fund shall be returned to Purchaser, and this Agreement shall terminate and be without any further force and effect, and without further obligation of either party to the other. (c) Purchaser Approvals. The terms and conditions of this transaction are subject to approval by the Yakima City Coun- cil. Notice of approval or disapproval shall be given by Purchaser to Sellers on or before May 30, 1990, and failure to give such notice within said time period shall be deemed no- tice of disapproval. In the event, within said time period, the terms of this Agreement are not approved by the Yakima City Council, this Agreement shall be deemed terminated forth- with. In the event of such termination, the Escrow Fund shall be returned to the Purchaser, and this Agreement shall termi- nate and be without any further force and effect, and without further obligation of either party to the other. - 4 - (agr /young.jt2) (d) Statements Regarding Historic Use of Property. The terms and conditions of this transaction are subject to the execu- tion, on or before June 1, 1990, by Sellers, of a Statement Regarding Historic Use substantially in the form attached hereto as Exhibit D. In the event, within said time period, the above- referenced statements are not executed, this Agree- ment shall be deemed terminated unless Purchaser shall have elected to waive this provision, which waiver will be made not less than five (5) days before the date of closing of escrow forthwith. In the event of such termination, the Escrow Fund shall be returned to Purchaser, and this Agreement shall ter- minate and be without any further force and effect, and with- out further obligation of either party to the other. Section 5. Escrow. Upon execution of this Agreement by all parties, an escrow account shall be opened with Title Company, and Purchaser shall thereupon deposit with the Title Company the sum of Three Thousand Three Hundred Fifty Dollars (53,350.00), with instructions to Title Company to hold the same in accordance with the provisions of this Agreement. On or before the date of closing of escrow, Purchaser shall deposit with Title Company the Purchase Price, less the Es- crow Fund, and Sellers shall deposit therein the Statutory Warranty Deed referred to in Section 6, and Exhibit B attached hereto and incorporated herein by reference covering the improvements, fix- tures, and personal property. Title Company shall be instructed that when it is in a position to deliver to Sellers the Purchase Price, and to issue an American Land Title Association standard form of owner's or purchaser's policy of title insurance in the full amount of the Purchase Price, insuring fee simple title to the Property in Purchaser, subject only to the items set forth in Sec- tion 6, Title Company shall: - 5 - (agr /young.jt2) (1) deliver and record the Statutory Warranty Deed to Purchaser; (2) deliver Exhibit B to Purchaser; (3) deliver to Sellers the Purchase Price; and (4) issue and deliver to Purchaser the standard owner's policy of title insurance. At closing, (a) Sellers shall pay the following: (1) One -half of the escrow fee; (2) The premium for the issuance of the standard owner's policy of title insurance; (3) Sellers' pro rata share of real estate taxes (wheth- er general or special) assessed against the Property and due and payable for the year of closing; (4) The Washington State real estate excise tax, if any; and (5) The cost of the required state revenue stamps, if any. (b) Purchaser shall pay the following costs: (1) One -half of the escrow fee; - 6 - (agr /young.jt2) (2) The cost of recording the Statutory Warranty Deed; and (3) Purchaser's pro rata share of real estate taxes (whether general or special) assessed against the Property and due and payable for the year of closing. Section 6. Title. Upon closing of escrow as set forth in Section 5, title to the Property shall be conveyed by Sellers to Purchaser by a duly exe- cuted Statutory Warranty Deed and by Exhibit B, attached hereto and hereby made a part hereof, Title to the realty shall be in fee and insurable as free and clear of all liens, encumbrances, exceptions, and reservations other than the following: (1) Non- delinquent real property taxes (whether general or special); (2) Standard print exceptions in the title policy; and (3) Items disclosed in the preliminary title report and approved or waived by Purchaser as set forth in Section 4(a). Section 7. Leases. Sellers shall be solely responsible and obligated to evict all tenants and terminate all leases now on the property prior to clos- ing, and Sellers agree to indemnify, hold harmless and defend Pur- chaser from all claims or actions brought as a result of said eviction or termination of leases. If Sellers are unable to evict all tenants and terminate all leases prior to closing Purchaser, at its option, may elect to terminate this Agreement, and upon such election this Agreement shall be terminated and be without further - 7 - • (agr /young.jt2) force and effect, and without further obligation of either party to the other. In the event of such termination, the Escrow Fund shall be returned to the Purchaser. Section 8. Closing; Possession. Escrow for the Property shall close on or before the day nine- ty (90) days after the Purchaser removes the environmental contin- gency set forth in paragraph 4(b). Possession of the Property shall pass to Purchaser on closing of escrow. Seller shall have up to ninety (90) days after Purchaser removes the environmental con- tingency from this Agreement to wind up its business, close this transaction, and pass possession to Purchaser. Purchaser may renew its environmental objection after the environmental contingency has been removed if Seller introduces any new or additional contamina- tions to the property after Purchaser has an environmental assess- ment performed. In such case, Purchaser may at its option declare this Agreement terminated, whereupon the Escrow Fund will be re- turned to Purchaser, and this Agreement shall terminate and be without any further force and effect, and without further obliga- tion of either party to the other. Section 9. Default; Liquidated Damages. IN THE EVENT THE SALE AND PURCHASE OF THE PROPERTY SHALL FAIL TO CLOSE AS SET FORTH IN SECTION 5 BECAUSE OF ANY DEFAULT OF PUR- CHASER HEREUNDER, THE ESCROW FUND SHALL BE AND REMAIN THE PROPERTY OF SELLERS AS SELLERS' SOLE REMEDY AND AS LIQUIDATED DAMAGES FOR SUCH DEFAULT BY PURCHASER, AND THIS AGREEMENT SHALL BE WITHOUT ANY FURTHER FORCE AND EFFECT, AND WITHOUT FURTHER OBLIGATION OF EITHER PARTY TO THE OTHER. SELLERS' ACTUAL DAMAGES IN THE EVENT OF SUCH DEFAULT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN, AND FURTHER, PURCHASER DESIRES TO LIMIT ITS LIABILITY TO SELLERS IN - 8 - • (agr /young.jt2) THE EVENT THE SALE AND PURCHASE OF THE PROPERTY SHALL FAIL TO CLOSE BECAUSE OF ANY DEFAULT OF PURCHASER HEREUNDER. Section 10. Notices. Any notices required or desired to be given under this Agree- ment shall be in writing and personally served, given by overnight express delivery, or given by mail. Any notice given by mail shall be sent, postage prepaid, by certified mail, return receipt re- quested, addressed to the party to receive at the following address or at such other address as the party may from time to time direct in writing: Sellers: Don J. and Lucile R. Young, husband and wife, .. P.O. Box 935 204 West Pine Yakima, Washington 98907 Purchaser: Mr. R. A. Zais, Jr. City Manager City of Yakima 129 North Second Street Yakima, Washington 98901 Title Company: Fidelity Title Insurance 406 North 2nd Street Yakima, Washington 98901 Personally served and 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. - 9 - . (agr /young.jt2) Copies of all notices to Sellers or Purchaser shall be given to Title Company, and copies of all notices to Title Company shall be given to the other party to this Agreement. Section 11. Assignment. Purchaser shall not transfer or assign this Agreement, or any interest therein, without the consent in writing of Sellers, 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 Sellers, ter- minate this Agreement. Section 12. Waiver of Breach. A waiver by either party hereto of a breach of this other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. Section 13. Time of the Essence. Time is of the essence of this Agreement. Section 14. Law Governing. This Agreement shall be governed in all respects by the laws of the State of Washington. - 10 - • (agr /young.jt2) Section 15. Brokers, Representatives. The negotiations relative to this Agreement and the trans- actions contemplated hereby have been carried on by the parties without the intervention of any person which would give rise to any valid claim against either of the parties hereto for brokerage commissions or other like payment. Sellers shall indemnify and hold harmless Purchaser against and from any and all claims for brokerage commission or other like payment arising out of the transaction contemplated by this Agreement and occasioned by the actions of Sellers. Sellers have been advised by Purchaser that Sellers are encouraged to obtain their own attorney and /or other representatives to advise them. Section 16. Successors and Assigns. Subject to the provisions of Section 10, this Agreement shall he binding upon and inure to the benefit of the parties hereto, their successors, and assigns. Section 17. Risk of Loss. If prior to closing of escrow, improvements on the Property shall be destroyed or materially damaged by fire or other casualty, then this Agreement, at the option of Purchaser, shall terminate and be without any further force and effect, and without further obligation of either party to the other, and the Escrow Fund shall be returned to Purchaser; provided, however, if Purchaser shall elect to continue in writing not less than five (5) days before the date of closing of escrow, all insurance proceeds, if any, shall be payable to Purchaser. - 11 - (agr /young.jt2) Section 18. Personal Property. The improvements on the realty, and all attached floor cover- ings, window screens, fixed doors, plumbing and bathroom fixtures, lighting fixtures, fences, awnings, trees, plants, shrubbery, water heating apparatus and fixtures, ventilating, cooling and heat sys- tems, and all other fixtures that are now on the Property shall be included in the sale except as otherwise provided herein at Exhibit B. Section 19. Special Provision. (a) Sellers are not a foreign corporation and are not "for- eign person" within the meaning of Section 1445(f)(3) of the Inter - nal Revenue Code of 1954, as amended, and withholding of Federal Income Tax from the amount realized will not be made by Purchaser. An Affidavit and Certification prepared in conformance with IRS regulations under Section 1445 of the Internal Revenue Code is attached as Exhibit C and shall be furnished by Sellers prior to closing. Section 20. Entire Agreement. It is understood and agreed that all understandings and agree- ments, whether written or oral, heretofore had between the parties hereto are merged in this Agreement, which alone fully and com- pletely expresses their agreement, that neither party is relying upon any statement or representation not embodied in this Agree- ment, made by the other, and that this Agreement may not be changed except by an instrument in writing signed by both parties. - 12 - • (agr /young.jt2) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first herein written. [SELLERS] DON J. YOUNG Witness: //' _07:7-- LUCILE R. YOUNG Witness: [PURCHASER] CITY OF YAKIMA, WASHINGTON Witness: tecz4 7 ;61110 4 — R. A. ais, Jr., Manager Attest: rQ Cl/V (_(S e a 1 ) City Clerk - 13 - (agr /young.jt2) E c),--1 17 _ - -- ., ---- ---\„ . . 1 = .--- C " .../.4 EV- - . -- /-- 2 s - 1 z ... ------ „------- ---,ie. -- --- 51 12 --------- ,--; - ::.--- . \ - , . --- ..- --- ----- 6 5. _ _„.,.. -- 47 , , • 4-- (1.10gTH) I \ I - .• ■- •-• - 1 - 8 \ ‘ i .1,11 ....- 0 ei ,1 I " 0 \C/ ... % 115 v•-• --- r..1 tel ik 4 -. stSer51 Fr 1 1 ' IC eirf) - 1- 1 1 ° sea 40 E. A' - --- — 2.1. c) Z ( 1 7. t ) . . . - 0 ... - . v`il C4 l ' ..iionag 7- • . • 1;;444 ___. • _ ... . • ___ • IS-- -- , -4010p.„„„ 053:4 ••:.•,.:;:lt-tp...),r..,:-It . . •• . • • \ _ t- 333.3 ; t4_--4--i-4—fill 1 I 1 1 I t - 1 -- air 5.1?;%1 FLIP 34.'7' liltils • 0. — 41 st • ' .. \ -••• • - :• , ....- .....- BLDG. — LDG. 3 BLDG. 2 •: BLDG. 1 (Concrete Block) ...-- \ \ • i l --- ..1 ••• . P f 1 - . L coT 1 ..-- ---- • \ : L. 4 • • . ..•••• • M ■" A . 8 ,- ----a-- 1 ,......e l iti. E diftwwz...,.. f Isri ma i I • ■ , I N ... . , ...-- • , .e.'"" • 1.. , 4...,,p .......,. . i . . . • . •i. ' ...p.e.:-.. 1 , I --- an PA EA.V..tlEr-tr FOIL SEN■JEIL PiPELIOC 4e'Aiitorresit's Fi Li Lio 249Vslo -- 4 -. XIO. lir ..... ........ \ ili - BIM. 5 • \ co ..-- BLDG. 4 . —242 alb - t --- .• ... 0 \ CO . c:1 005i \ ...... 16 4 IS #, r■it:C.: , ".. I/ '.÷'• ---__ w. 1 v-i x , t \ .% ' .7"• : .- ..I.:st saft - • "... • • .• `•• ace a *V - • • / % \ z4 • • • ..••••"" 0 0 • ex:: ,../ .:', 1 • 1. P. - ic....P -- ■ l'Is...). i 1 P. F a t...Y1 04 AC+ t'l , oreKz3 LID 1.0' ....• .... --.. _. ..,..-- li • ‘ ‘ \ Oa rin I PE - I P. ...//cAP • 82.50 ... - -- ...... 1.... \ ) t/ • . , .... """ .." ... ' v) ..... - N.- 4 .‘ ...- 1 ...............„... . --- ..• / \ .... "". HIBIT % \ \\ 1 - "" 1 EX A •,.... - • ...-- - Page 1 of 1 ■ ■ \--- -- - - -- ol Sale to City of \ \ , - -- Yakima outlined • - - - 6 c 1 - - - - in yellow. N_,------- EXHIBIT B AGREEMENT AS TO IMPROVEMENTS, FIXTURES AND OTHER PROPERTY KNOWN ALL MEN BY THESE PRESENTS: That DON J. and LUCILE R. YOUNG, husband and wife, whose ad- dress is P.O. Box 935, Yakima, Washington 98907 (Sellers), for and in consideration of the purchase price as set forth in the Purchase and Sale Agreement, does hereby sell unto the CITY OF YAKIMA, WASH- INGTON, a municipal corporation of the State of Washington, whose address is 129 North Second Street, Yakima, Washington 98901 (Pur- chaser), its successors and assigns, the following- described pro- perty, to wit: (A) A large commercial building of concrete block construc- tion of approximately 18,024 square feet, which is iden- tified as Building 1 on Exhibit A; (B) All attached floor coverings, window screens, attached doors, plumbing and bathroom fixtures, lighting fixtures, heating and air conditioning fixtures, and all other fixtures except trade fixtures as now in Building 1; (C) The chain link fence and gates as now affixed; (D) All concrete and asphalt paved surfaces to remain in at least as good as condition as they are now; (E) Buildings 2, 3, 4, and 5 as identified on Exhibit A if not removed prior to closing, under the conditions set forth herein; that are now on the Property located at 204/206 West Pine, Yakima, Washington, Parcel Nos. 191319 - 33405, 181324 - 44401, and 181324- 44402 and legally described as follows: All of Lot 1 of Short Plat 84 -79, as recorded on April 20, 1984, under Auditor's File No. 2702480, in the records of Yakima County, Washington. AND Lots 12, 13, 14, and 15, Block 235, LUND'S ADDITION TO NORTH YAKIMA, NOW YAKIMA, WASHINGTON, as recorded in Volume "A" of Plats, page 103. (Tax Parcel Nos. 181324- 44401 -5 and 181324- 44402-03) Page 1 of 3 (misc /exhibit.b2) EXHIBIT B • Sellers hereby represent and warrant to Purchasers that Sell- ers are the owners of said property, that said property is free and clear of all liens, charges and encumbrances or will be at closing, and that Sellers have full right, power, and authority to sell said property and to make this Agreement. Sellers may retain ownership of all trade fixtures and per- sonal property on the premises unless otherwise specifically men- tioned herein, including sellers equipment, paint booth and paint equipment, sprinkler system in spray booth, storage racks in Build- ing 1, and all of Sellers inventory. Sellers shall be solely responsible and obligated at their sole expense to remove all underground storage tanks on the proper- ty, the Railroad car (caboose) which is now on the property, and remove all paint, varnish, chemicals and other such items that pose environmental concerns prior to closing. Sellers shall be solely responsible and obligated to repair all damage to Building 1 that occurs prior to closing to Purchas- ers' satisfaction so that Building 1 is in at least as good as condition as now exists. Sellers may at their option remove Buildings 2, 3, 4, and 5 as shown on Exhibit A prior to closing as long as any damage to Build- ing 1, other fixtures, utility services, damage to concrete or asphalt surfaces, or other damage is repaired by Sellers to Pur- chasers' satisfaction so that the damaged areas are returned in at least as good a condition as now exists. Any and all improvements, fixtures, equipment, inventory and any and all other property remaining on the Property after closing that is required to be removed by Seller may be removed by Purchas- er at Seller's expense, or kept by Purchaser as Purchasers' sole property. Any and all improvements, fixtures, equipment, inventory and any and all other property left on the property after closing that Seller may have removed but was not required to remove shall become the sole property of Purchaser at closing. IN WITNESS WHEREO Sellers have caused this instrument to be executed as of the (day of - l y , 1990. DON J. YOUNG Wit 4111, "AV Page 2 of 3 • (misc /exhibit.b2) EXHIBIT B LUCILE R. YOUNG Witnes The foregoing instrument and each and all of the terms, provi- sions, and conditions thereof are accepted by the undersigned this day of , 1990. Witness: CITY OF •.I;I _ 2�� , r ` k By: �I - r �► OF R. A. Zais, J-. City Manager Attest: �� jL' - ,..✓ , (Seal) City Clerk Page 3 of 3 (misc /exhibit.b2) EXHIBIT B • TRANSFEROR'S AFFIDAVIT AND CERTIFICATION OF NON- FOREIGN STATUS Furnished in Accordance with Section 1445 (f) (3) of the Internal Revenue Code I, DON J. YOUNG and LUCILE R. YOUNG, hereby certify the fol- lowing: 1. We are not nonresident aliens for purposes of U.S. income taxation; 2. We do not have a U.S. taxpayer identifying number. 3. Our address is P.O. Box 935, Yakima, Washington 98907. We understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement made here could be punished by find, imprisonment, or both. Under penalties of perjury, we declare that we have examined this certification and to the best of our knowledge and belief it is true, correct, and complete. DON J. YSP G 41, LUC E R. YOUNG / / Date: 5 7 / // �p Date: ....1 a -1 d STATE OF WASHINGTON ) :ss. County of / M41 . ______) On this day personally appeared before me DON J. YOUNG and LUCILE R. YOUNG, to me known to be the individuals described in and who executed the within and foregoing instrument, and acknowledged that they signed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned. Gi v en under my hand and official seal this `6 day of //V 19 9 0 . , .. /*K/ 1:-/ __ NOTARY PUBLIC in for the St to of Washington, residing at _ My commission expires: 40 .°l/ Page 1 of 1 (misc /exhibit.c2) EXHIBIT C STATEMENT OF DON J. YOUNG AND LUCILE R. YOUNG REGARDING HISTORIC USE OF PROPERTY LOCATED AT 204/206 WEST PINE, YAKIMA, WASHINGTON Comes now DON J. YOUNG and LUCILE R. YOUNG, husband and wife and under oath state: 1. Our knowledge concerning the use of the above - referenced property includes that: In the late sixties Billingsley Orchard Supply bought box shook from Boise Cascade or the old Cascade Lumber and made apple boxes, tomato flats, lawn leaf baskets, etc. They filed for bankruptcy around 1970. It was then that Gene Shields purchased the buildings from the old West Side National, leased the property from Union Pacific and started Rainier Plastics. Their business consisted of buying odd lot rolls of Polyethelene and heating into pellets for Shields Bag Company. In 1977 we purchased the buildings from Shields and in 1984 the land from Upland Industries and have maintained through those years our current millwork and door opera- , tion. 2. I have no knowledge that any toxic or hazardous substance has been improperly generated, treated, released, stored or disposed of, or otherwise deposited in or on the above - referenced Property, including, without limitation, the surface waters and subsurface waters thereof; that I have no knowledge that any underground storage tanks are located on substances or conditions in or on the property which may support a claim or cause of action under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (The Superfund Act), the Model Toxics Control Act (Initiative 97), the Carpenter - Presley- Tanner Hazardous Substance Account Act, the Re- source Conservation and Regulatory Act of 1976 (RCRA); the Toxic Substance Control Act, or any other federal, state or local environmental statute, regulation, ordi- nance or regulatory requirement; that I have no knowledge of, and have not received notice from any governmental Page 1 of 2 • (misc /exhibit.d) EXHIBIT D agency pertaining to the violation of any law or regula- tion affecting the property; and have no knowledge of any facts which might be the basis for such notice. 470 -, kle • - DO `. OUNG LUCILE R. Yy'NG SIGNED AND SWORN TO before me this /G ( day of - *a c. 1990. NOTARY PA IC in and for the S to of Washington, residing atY� My commission expires: 6`.45-// Page 2 of 2 • (misc /exhibit.d) EXHIBIT D STATEMENT OF DON J. YOUNG COMPANY, INC. Comes now the DON J. YOUNG COMPANY, INC. and under oath states: 1. The DON J. YOUNG COMPANY, INC. has no interest in the real property improvements, appurtenances, fixtures, and any other property subject to the Purchase and Sale Agreement between Don J. and Lucile R. Young and the City of Yakima. 2. The DON J. YOUNG COMPANY, INC. has no claim nor will make no claim against the City of Yakima, its assigns or suc- cessors in interest regarding the subject matter of the Purchase and Sale Agreement between the parties or re- garding the property transferred in said Agreement. DATED this /` day of 1990. DON J. YOUNG COMPANY, INC. President / Witne s: Attest: ; :t i. 7 )2 A -- (Seal) Secretay Page 1 of 1 • (misc /exhibit.e) EXHIBIT E AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN DON J. AND LUCILE R. YOUNG AND CITY OF YAKIMA 40 This Amendment made and entered into on this .. of �p 1990, by and between Don J. and Lucile R. Young, husband and wife, (hereafter referred to as "Sellers "), and the CITY OF YAKIMA, WASHINGTON, a municipal corporation of the State of Washington, whose address is 129 North Second Street, Yakima, Washington, 98901 (hereafter referred to as "Purchaser "), amends the Purchase and Sale Agreement made between Sellers and Purchaser dated May 25, 1990, a copy of said Purchase and Sale Agreement is identified as Attachment "A" and attached hereto and incorporated herein by reference (hereinafter referred to as "Purchase and Sale Agree- ment"). WHEREAS, Section 4b. of the Purchase and Sale Agreement allows the Purchaser to terminate the Agreement within forty five (45) days after the execution of that Agreement, and WHEREAS, Purchaser has begun environmental and soil tests but has not concluded the same, and WHEREAS, both Purchasers and Sellers desire to continue the pursuit of this Purchase and Sale Agreement, and WHEREAS, the City of Yakima has not finished with its environ- mental studies, now, therefore IT IS MUTUALLY AGREED by and between the parties hereto that the City of Yakima in consideration of not terminating the Purchase and Sale Agreement shall have an extension until September 14, 1990, to elect to either continue with or to terminate the Purchase and Sale Agreement, under the terms of Section 4b. except as modified herein. The aforementioned Purchase and Sale Agreement is not other- wise amended except as specifically set forth herein. - 1 - agr /amend.you IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first herein written. [SELLERS] Witness: DON J. YOUNG Witness: LUCILE R. YOUNG eX [PURCHASER] Witness: CITY OF YAKIMA, WASHINGTON R. A. is, Jr., Manager Attest: kL h-Q -vim-_ City Clerk trYY cOHT ACT No:. ":7. "1' - — 2 — agr /amend.you Ijr3JCia �1 i v J } Phone: (509) 575 -6030 Gee � ,,��� A ENT SCAN 278 -6030 SUITE 5, YAKIMA, WA 98901 FAX 575 -6160 Yv1Lj (7C - / /9\ v.v. 1,7VA 9JJ 204 West Pine Street Yakima, WA 98907 Dear Mr. and Mrs. Young: I am writing to inform you that the City of Yakima removes the contingencies found in paragraph 4B of the Purchase and Sale Agree- ment between yourself and the City of Yakima. In accordance with Section 8 of the Purchase and Sale Agreement, you have 90 days from today to wind up your business, close this transaction, and pass possession to the City of Yakima. Very truly yours, RICHARD A. ZAIS, JR. City Manager for City of Yakima /las ATTEST: CITY CLERK c: Fidelity Title Insurance CcWkrox---" c 70 ' (- s) - L-/ I AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN DON J. AND LUCILE R. YOUNG AND CITY OF YAKIMA This Amendment made and entered on this /, day of , 1990, by and between Don J. and Lucile R. Youn, husband and wife, (hereafter referred to as "Sellers "), and the City of Yakima, Washing- ton, a municipal corporation of the State of Washington, whose address is 129 North Second Street, Yakima, Washington, 98901 (hereafter re- ferred to as "Purchaser "), amends the Purchase and Sale Agreement made between Sellers and Purchaser dated May 25, 1990 in the following manner. WHEREAS, Section 8 of the Purchase and Sale Agreement gives the Sellers up to ninety (90) days after Purchaser removes the environmen- tal contingencies from said Agreement to close this transaction; and WHEREAS, Sellers may' need additional time to close down their business; and WHEREAS, Purchaser and Sellers are willing to allow Sellers an additional thirty (30) days to close on this transaction if necessary, now, therefore IT IS MUTUALLY AGREED by and between the parties hereto that Section 8 of the Purchase and Sale Agreement shall be amended allowing the Sellers up to one hundred twenty (120) days after September 13, 1990 to close this transaction, and pass possession to Purchaser. The aforementioned Purchase and Sale Agreement is not otherwise amended except as specifically set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agree- ment as of the date first herein written. [SELLERS] Witness: DON . YOUNG fi Witness: LUCILE R. YOUNG / -1")7," / [PURCHASER] ' Attest: CITY OF YAKIMA, WASHINGTON x -1^- ety4evM., By City Clerk R. A. Za , Jr., Manager j,: _.t a* d *n►e n d. j t) PURCHASE AND SALE AGREEMENT This Agreement is made and entered into this o'2 S day of , 1990, by and between DON J. and LUCILE R. YOUNG, husband and wife, (hereafter referred to as "Sellers "), and the CITY OF YAKIMA, WASHINGTON, a municipal corporation of the State of Washington, whose address is 129 North Second Street, Yakima, Wash- ington 98901 (hereafter referred to as "Purchaser "), WITNESSETH: IT IS MUTUALLY AGREED by and between the parties hereto as follows: Section 1. Purchase and Sale of the Property. Sellers hereby agree to sell and Purchaser hereby agrees to purchase, subject to and on the terms and conditions hereinafter set forth and for the price hereinafter fixed, certain real and personal property in Yakima, Yakima County, Washington, commonly known as 204'206 West Pine, Yakima, Washington, Yakima County Assessor. Parcel Nos. 191319- 33405, 181324 - 44401, and 181324 -44402 and legally described as follows: All of Lot 1 of Short Plat 84 -79, as recorded on April 20, 1984, under Auditor's File No. 2702480, in the records of Yakima County, Washington. AND Lots 12, 13, 14, and 15, Block 235, LUND'S ADDITION TO NORTH YAKIMA, NOW YAKIMA, WASHINGTON, as recorded in Volume "A" of Plats, page 103. (Tax Parcel Nos. 181324- 44401 -5 and 181324- 44402-03) Together with all appurtenances, water, and water rights belonging thereto. and graphically shown on the print marked Exhibit A, attached here- to and hereby made a part hereof, together with all of Sellers' - 1 - . (agr /young.jt2) right, title, and interest in and to the improvements, appurten- ances, and fixtures, located thereon, including, without limita- tion, the items listed in Exhibit B attached hereto and made a part hereof by reference. The sale property and all improvements and property listed in Exhibit B shall collectively he referred to as "the Property ". Together with an easement for ingress and egress for the bene- fit of purchaser from South Third Avenue to the Property as cur- rently used by Sellers. It is understood that the sale and conveyance made pursuant to this Agreement shall be subject to any and all applicable federal, state, and local laws, orders, rules, and regulations. Section 2. Purchase Price. The purchase price for the Property to be paid by Purchaser to Sellers shall be the sum of Three Hundred Thirty -five Thousand Dollars ($335,000.00) ( "Purchase Price "). Section 3. Payment of the Purchase Price. The Purchase Price shall be paid by Purchaser to Sellers as follows: (a) Upon execution of this Agreement by all parties, the sum of Three Thousand Three Hundred Fifty Dollars ($3,350.00), in cash or by check or draft to be deposited with Fidelity Title Insurance Company, 406 North 2nd Street, Yakima, Washington 98901 ( "Title Company ") in an interest- bearing account [the Three Thousand Three Hundred Fifty Dollars ($3,350.00) deposit and accrued interest thereon shall hereafter be referred to as "Escrow Fund "l; and - 2 - • (agrivoung.jt2) I (b) At the time of closing of escrow, the balance of the Purchase Price in cash or by certified or cashier's check drawn on a financial institution acceptable to Sellers. Section 4. Conditions Precedent to Sale. This Agreement is made and executed by the parties hereto subject to the following conditions precedent: (a) Title Review. As soon as reasonably possible, Sellers, at their sole cost and expense, shall obtain from Title Compa- ny a preliminary title report, and copies of all documents referred to therein, and furnish same to Purchaser. Purchaser shall have thirty (30) days after receipt of said preliminary title report and documents in which to approve or disapprove any defects in the title or any liens, encumbrances, coven- ants, rights -of -way, easements or other outstanding rights disclosed by the preliminary title report, except those mat- ters set forth in Section 6. Disapproval shall be by written notice given by Purchaser to Sellers setting forth the specif- ic item or items disapproved by Purchaser. In the event of disapproval by Purchaser of any item or items contained in or disclosed by said preliminary title report, Sellers shall have thirty (30) days after receipt of Purchaser's notice of disap- proval to eliminate or make arrangements to eliminate at time of closing any disapproved items from the policy of title insurance to be issued in favor of Purchaser. In the event any such disapproved item is not eliminated within such thirty (30) day period, then this Agreement shall terminate unless Purchaser shall have elected to waive its prior disapproval in writing not less than five (5) days before the date of closing of escrow. In the event of termination due to any such uncor- rected defect in title, the Escrow Fund shall be returned to Purchaser, and this Agreement shall terminate and be without - 3 - . (agr /young.jt2) any further force and effect, and without further obligation of either party to the other. (b) Feasibility Studies. Upon execution of this Agreement, Purchaser, and its agents and subcontractors, are granted the privilege of entering upon the Property for the purpose of performing environmental audits, soil tests, engineering and feasibility studies and such other studies of Building 1 as identified on Exhibit A as Purchaser may deem necessary to determine the suitability of the Property for the purpose for which Purchaser desires to purchase the same. If the results of such audits, tests or studies are unsatisfactory in Pur- chaser's reasonable opinion, Purchaser may, at its option, elect to terminate this Agreement by giving Sellers written notice of election to terminate within forty -five (45) days after the date of execution of this Agreement. In the event of such termination by Purchaser, the Escrow Fund shall be returned to Purchaser, and this Agreement shall terminate and be without any further force and effect, and without further obligation of either party to the other. (c) Purchaser Approvals. The terms and conditions of this transaction are subject to approval by the Yakima City Coun- cil. Notice of approval or disapproval shall be given by Purchaser to Sellers on or before May 30, 1990, and failure to give such notice within said time period shall be deemed no- tice of disapproval. In the event, within said time period, the terms of this Agreement are not approved by the Yakima City Council, this Agreement shall be deemed terminated forth- with. In the event of such termination, the Escrow Fund shall be returned to the Purchaser, and this Agreement shall termi- nate and be without any further force and effect, and without further obligation of either party to the other. - 4 - • (agr /young.jt2) (d) Statements Regarding Historic Use of Property. The terms and conditions of this transaction are subject to the execu- tion, on or before June 1, 1990, by Sellers, of a Statement Regarding Historic Use substantially in the form attached hereto as Exhibit D. In the event, within said time period, the above- referenced statements are not executed, this Agree- ment shall be deemed terminated unless Purchaser shall have elected to waive this provision, which waiver will be made not less than five (5) days before the date of closing of escrow forthwith. In the event of such termination, the Escrow Fund shall be returned to Purchaser, and this Agreement shall ter- minate and be without any further force and effect, and with- out further obligation of either party to the other. Section 5. Escrow. Upon execution of this Agreement by all parties, an escrow account shall be opened with Title Company, and Purchaser shall thereupon deposit with the Title Company the sum of Three Thousand Three Hundred Fifty Dollars (S3,350.00), with instructions to Title Company to hold the same in accordance with the provisions of this Agreement. On or before the date of closing of escrow, Purchaser shall deposit with Title Company the Purchase Price, less the Es- crow Fund, and Sellers shall deposit therein the Statutory Warranty Deed referred to in Section 6, and Exhibit B attached hereto and incorporated herein by reference covering the improvements, fix- tures, and personal property. Title Company shall be instructed that when it is in a position to deliver to Sellers the Purchase Price, and to issue an American Land Title Association standard form of owner's or purchaser's policy of title insurance in the full amount of the Purchase Price, insuring fee simple title to the Property in Purchaser, subject only to the items set forth in Sec- tion 6, Title Company shall: - 5 - . (agr!young.jt2) (1) deliver and record the Statutory Warranty Deed to Purchaser; (2) deliver Exhibit B to Purchaser; (3) deliver to Sellers the Purchase Price; and (4) issue and deliver to Purchaser the standard owner's policy of title insurance. At closing, (a) Sellers shall pay the following: (1) One -half of the escrow fee; (2) The premium for the issuance of the standard owner's policy of title insurance; (3) Sellers' pro rata share of real estate taxes (wheth- er general or special) assessed against the Property and due and payable for the year of closing; (4) The Washington State real estate excise tax, if any; and (5) The cost of the required state revenue stamps, if any. (b) Purchaser shall pay the following costs: (1) One -half of the escrow fee; - 6 - • (agr /young.jt2) (2) The cost of recording the Statutory Warranty Deed; and (3) Purchaser's pro rata share of real estate taxes (whether general or special) assessed against the Property and due and payable for the year of closing. Section 6. Title. Upon closing of escrow as set forth in Section 5, title to the Property shall be conveyed by Sellers to Purchaser by a duly exe- cuted Statutory Warranty Deed and by Exhibit B, attached hereto and hereby made a part hereof, Title to the realty shall be in fee and insurable as free and clear of all liens, encumbrances, exceptions, and reservations other than the following: (1) Non- delinquent real property taxes (whether general or special); (2) Standard print exceptions in the title policy; and (3) Items disclosed in the preliminary title report and approved or waived by Purchaser as set forth in Section 4(a). Section 7. Leases. Sellers shall be solely responsible and obligated to evict all tenants and terminate all leases now on the property prior to clos- ing, and Sellers agree to indemnify, hold harmless and defend Pur- chaser from all claims or actions brought as a result of said eviction or termination of leases. If Sellers are unable to evict all tenants and terminate all leases prior to closing Purchaser, at its option, may elect to terminate this Agreement, and upon such election this Agreement shall be terminated and be without further - 7 - • (agr /young.jt2) force and effect, and without further obligation of ether party to the other. In the event of such termination, the Escrow Fund shall be returned to the Purchaser. Section 8. Closing; Possession. Escrow for the Property shall close on or before the day nine- ty (90) days after the Purchaser removes the environmental contin- gency set forth in paragraph 4(b). Possession of the Property shall pass to Purchaser on closing of escrow. Seller shall have up to ninety (90) days after Purchaser removes the environmental con- tingency from this Agreement to wind up its business, close this transaction, and pass possession to Purchaser. Purchaser may renew its environmental objection after the environmental contingency has been removed if Seller introduces any new or additional contamina- tions to the property after Purchaser has an environmental assess- ment performed. In such case, Purchaser may at its option declare this Agreement terminated, whereupon the Escrow Fund will be re- turned to Purchaser, and this Agreement shall terminate and be without any further force and effect, and without further obliga- tion of either party to the other. Section 9. Default; Liquidated Damages. IN THE EVENT THE SALE AND PURCHASE OF THE PROPERTY SHALL FAIL TO CLOSE AS SET FORTH IN SECTION 5 BECAUSE OF ANY DEFAULT OF PUR- CHASER HEREUNDER, THE ESCROW FUND SHALL BE AND REMAIN THE PROPERTY OF SELLERS AS SELLERS' SOLE REMEDY AND AS LIQUIDATED DAMAGES FOR SUCH DEFAULT BY PURCHASER, AND THIS AGREEMENT SHALL BE WITHOUT ANY FURTHER FORCE AND EFFECT, AND WITHOUT FURTHER OBLIGATION OF EITHER PARTY TO THE OTHER. SELLERS' ACTUAL DAMAGES IN THE EVENT OF SUCH DEFAULT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO ASCERTAIN, AND FURTHER, PURCHASER DESIRES TO LIMIT ITS LIABILITY TO SELLERS IN - 8 - • (agr /young.jt2) THE EVENT THE SALE AND PURCHASE OF THE PROPERTY SHALL FAIL TO CLOSE BECAUSE OF ANY DEFAULT OF PURCHASER HEREUNDER. Section 10. Notices. Any notices required or desired to be given under this Agree- ment shall be in writing and personally served, given by overnight express delivery, or given by mail. Any notice given by mail shall he sent, postage prepaid, by certified mail, return receipt re- quested, addressed to the party to receive at the following address or at such other address as the party may from time to time direct in writing: Sellers: Don J. and Lucile R. Young, husband and wife, 34441 son J . Y __ . , ,, r C e4up. 4 P.O. Box 935 204 West Pine Yakima, Washington 98907 Purchaser: Mr. R. A. Zais, Jr. City Manager City of Yakima 129 North Second Street Yakima, Washington 98901 Title Company: Fidelity Title Insurance 406 North 2nd Street Yakima, Washington 98901 Personally served and express delivery notices shall be deemed to he given upon receipt. Postal notices shall be deemed to be given three (3) days after deposit with the United States Postal Service. - 9 - . (agr /young.jt2) ( 2opies of all notices to Sellers or Purchaser shall be given to Title Company, and copies of all notices to Title Company shall be given to the other party to this Agreement. Section 11. Assignment. Purchaser shall not transfer or assign this Agreement, or any interest therein, without the consent in writing of Sellers, 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 Sellers, ter- minate this Agreement. Section 12. Waiver of Breach. A waiver by either party hereto of a breach of this other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. Section 13. Time of the Essence. Time is of the essence of this Agreement. Section 14. Law Governing. This Agreement shall be governed in all respects by the laws of the State of Washington. - 10 - • (agr /young.jt2) • Section 15. Brokers, Representatives. The negotiations relative to this Agreement and the trans- actions contemplated hereby have been carried on by the parties without the intervention of any person which would give rise to any valid claim against either of the parties hereto for brokerage commissions or other like payment. Sellers shall indemnify and hold harmless Purchaser against and from any and all claims for brokerage commission or other like payment arising out of the transaction contemplated by this Agreement and occasioned by the actions of Sellers. Sellers have been advised by Purchaser that Sellers are encouraged to obtain their own attorney and/or other representatives to advise them. Section 16. Successors and Assigns. Subject to the provisions of Section 10, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns. Section 17. Risk of Loss. If prior to closing of escrow, improvements on the Property shall be destroyed or materially damaged by fire or other casualty, then this Agreement, at the option of Purchaser, shall terminate and be without any further force and effect, and without further obligation of either party to the other, and the Escrow Fund shall be returned to Purchaser; provided, however, if Purchaser shall elect to continue in writing not less than five (5) days before the date of closing of escrow, all insurance proceeds, if any, shall be payable to Purchaser. - 11 - . (agr /young.jt2) • Section 18. Personal Property. The improvements on the realty, and all attached floor cover- ings, window screens, fixed doors, plumbing and bathroom fixtures, lighting fixtures, fences, awnings, trees, plants, shrubbery, water heating apparatus and fixtures, ventilating, cooling and heat sys- tems, and all other fixtures that are now on the Property shall be included in the sale except as otherwise provided herein at Exhibit B. Section 19. Special Provision. (a) Sellers are not a foreign corporation and are not "for - eign person" within the meaning of Section 1445(f)(3) of the Inter - na]. Revenue Code of 1954, as amended, and withholding of Federal Income Tax from the amount realized will not be made by Purchaser. An Affidavit and Certification prepared in conformance with IRS regulations under Section 1445 of the Internal Revenue Code is attached as Exhibit C and shall be furnished by Sellers prior to closing. Section 20. Entire Agreement. It is understood and agreed that all understandings and agree- ments, whether written or oral, heretofore had between the parties hereto are merged in this Agreement, which alone fully and com- pletely expresses their agreement, that neither party is relying upon any statement or representation not embodied in this Agree- ment, made by the other, and that this Agreement may not be changed except by an instrument in writing signed by both parties. - 12 - • (agr /young.jt2) IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first herein written. [SELLERS] DON J. YOUNG Witnes : 7 d‘, LUCILE R. YOUNG Witness: / AO ' ow— / / [PURCHASER] CITY OF YAKIMA, WASHINGTON Witness: L af/A4 -- F% a a2G2�d By _______ - c c R. A. ais, Jr., Manager Attest: 7 Clha - 0- GALL S e a l) City Clerk - 13 - • (agr /young.jt2) N. Y \ ` E _ot-J r? - - - -- - — - 1 0 - _ .___-/' C- - I Z. WATEK SD LP \ J � 4 31q 4.k. ' (tJoe•rH\ I \ \ O � W f -13. ol.n riG• XSTIN\,) O� A� �` r1 - Z 5A1J. SE�;�E� �� - J s' Cl \ \�'� - ► ' )--I I 1 ° to ' -t 11 Nip 1 b� el ► J' - _--- 27.42 (L�. I�'� + . 2 •, Qom. ' 3 33.3L' ► 1 1 1 { { { I t -- 'a f Ste' yy i. P ��/IW 1-- iv seal F‘117 .Z 34.7' --� 1 r 1 + I 1 t I I l t t t i ' A a -ate .� ,..._ .._•• _ �■ -._ � f • �1 BL DG. 3 ' t / \ \ 4 Y BLDG. 2 BLDG. 1 (Concrete Block) , H s C - t L 0 T I / . $ \ F" -- 4 H / � \ a ir 1 H / ` 7 a 1.784 4 Acicx x �✓ ExIST11JG 8 4-1 % ..-- . . i # 4 \ -. - ' 4 ...."" i 1 • ! ' - • I E � J 1 1-ly Ei.SEMat FoR tEsJER I » % . , PIPE j1C'p,uDrfbR'S FILL ►Jo 24414 \'1‘ - �, �� 1 " BLDG. 5 * O \ \ BLDG. 4 Office) ` \ r C -\ 4 13� s :i.: '.;..1 • r' -� 0 \ \ A� x �'� — - t \ \ A: ,:r ....-. . ; —,r.. • .. A -• sta. *V r --- ..55.t1 >4 - - % t - m9r.23 uo ■ 2 P. -, 1 F o l-YI Lk* ` ` rmo \ r ■ 1 0►1 rrs 1 DE - ; , ' ' 1.0 ' to. ` ' r 1\ , >.,,,,_,,__ - Y C\ t \ ■ \ \ ■ ` V - ■ . - ' 1 EXHIBIT A • Page 1 of 1 ` �' - - o \ Sale to City of \ bP t v� ~ Yakima outlined - • in yellow. EXHIBIT B AGREEMENT AS TO IMPROVEMENTS, FIXTURES AND OTHER PROPERTY KNOWN ALL MEN BY THESE PRESENTS: That DON J. and LUCILE R. YOUNG, husband and wife, whose ad- dress is P.O. Box 935, Yakima, Washington 98907 (Sellers), for and in consideration of the purchase price as set forth in the Purchase and Sale Agreement, does hereby sell unto the CITY OF YAKIMA, WASH- INGTON, a municipal corporation of the State of Washington, whose address is 129 North Second Street, Yakima, Washington 98901 (Pur- chaser), its successors and assigns, the following- described pro- perty, to wit: (A) A large commercial building of concrete block construc- tion of approximately 18,024 square feet, which is iden- tified as Building 1 on Exhibit A; (B) All attached floor coverings, window screens, attached doors, plumbing and bathroom fixtures, lighting fixtures, heating and air conditioning fixtures, and all other fixtures except trade fixtures as now in Building 1; (C) The chain link fence and gates as now affixed; (D) All concrete and asphalt paved surfaces to remain in at least as good as condition as they are now; (E) Buildings 2, 3, 4, and 5 as identified on Exhibit A if not removed prior to closing, under the conditions set forth herein; that are now on the Property located at 204/206 West Pine, Yakima, Washington, Parcel Nos. 191319 - 33405, 181324 - 44401, and 181324- 44402 and legally described as follows: All of Lot 1 of Short Plat 84 -79, as recorded on April 20, 1984, under Auditor's File No. 2702480, in the records of Yakima County, Washington. AND Lots 12, 13, 14, and 15, Block 235, LUND'S ADDITION TO NORTH YAKIMA, NOW YAKIMA, WASHINGTON, as recorded in Volume "A" of Plats, page 103. (Tax Parcel Nos. 181324 - 44401 -5 and 181324- 44402-03) Page 1 of 3 (misc /exhibit.b2) EXHIBIT B Sellers hereby represent and warrant to Purchasers that Sell- ers are the owners of said property, that said property is free and clear of all liens, charges and encumbrances or will be at closing, and that Sellers have full right, power, and authority to sell said property and to make this Agreement. Sellers may retain ownership of all trade fixtures and per- sonal property on the premises unless otherwise specifically men- tioned herein, including sellers equipment, paint booth and paint equipment, sprinkler system in spray booth, storage racks in Build- ing 1, and all of Sellers inventory. Sellers shall be solely responsible and obligated at their sole expense to remove all underground storage tanks on the proper- ty, the Railroad car (caboose) which is now on the property, and remove all paint, varnish, chemicals and other such items that pose environmental concerns prior to closing. Sellers shall be solely responsible and obligated to repair all damage to Building 1 that occurs prior to closing to Purchas- ers' satisfaction so that Building 1 is in at least as good as condition as now exists. Sellers may at their option remove Buildings 2, 3, 4, and 5 as shown on Exhibit A prior to closing as long as any damage to Build- ing 1, other fixtures, utility services, damage to concrete or asphalt surfaces, or other damage is repaired by Sellers to Pur- chasers' satisfaction so that the damaged areas are returned in at least as good a condition as now exists. Any and all improvements, fixtures, equipment, inventory and any and all other property remaining on the Property after closing that is required to be removed by Seller may be removed by Purchas- er at Seller's expense, or kept by Purchaser as Purchasers' sole property. Any and all improvements, fixtures, equipment, inventory and any and all other property left on the property after closing that Seller may have removed but was not required to remove shall become the sole property of Purchaser at closing. IN WITNESS WHEREOF Sellers hay caused this instrument to be executed as of the /G"f' day of 4G 1990. DON J. YOUNG Witne . / 4 Page 2 of 3 • (misc /exhibit.b2) EXHIBIT B LUCILE R. YOUNG Witnes_ : _ ice. / �► ■.■ The foregoing instrument and each and all of the terms, provi- sions, and conditions thereof are accepted by the undersigned this day of , 1990. Witness: CITY OF YAKIMA By: R. A. Zais, Jr. City Manager Attest: (Seal) City Clerk Page 3 of 3 . (misc /exhibit.b2) EXHIBIT B TRANSFEROR'S AFFIDAVIT AND CERTIFICATION OF NON- FOREIGN STATUS Furnished in Accordance with Section 1445 (f) (3) of the Internal Revenue Code I, DON J. YOUNG and LUCILE R. YOUNG, hereby certify the fol- lowing: 1. We are not nonresident aliens for purposes of U.S. income taxation; 2. We do not have a U.S. taxpayer identifying number. 3. Our address is P.O. Box 935, Yakima, Washington 98907. We understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement made here could be punished by find, imprisonment, or both. Under penalties of perjury, we declare that we have examined this certification and to the best of our knowledge and belief it is true, correct, and complete. I. , i 2, 61-1-' DON J. YO LUC LE R. YOUNG Date: X ��O Date: ..f -- 1 0 STATE OF WASHINGTON ) :ss. County of ) /7.A.;4L____. On this day personally appeared before me DON J. YOUNG and LUCILE R. YOUNG, to me known to be the individuals described in and who executed the within and foregoing instrument, and acknowledged that they signed the same as their free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this /6 day of r d-I. 1990. ` NOTARY PUBLIC i .- and for the Sate of Washington, residing at My commission expires: i. r f Page 1 of 1 • (misc /exhibit.c2) EXHIBIT C STATEMENT OF DON J. YOUNG AND LUCILE R. YOUNG REGARDING HISTORIC USE OF PROPERTY LOCATED AT 204/206 WEST PINE, YAKIMA, WASHINGTON Comes now DON J. YOUNG and LUCILE R. YOUNG, husband and wife and under oath state: 1. Our knowledge concerning the use of the above- referenced property includes that: In the late sixties Billingsley Orchard Supply bought box shook from Boise Cascade or the old Cascade Lumber and made apple boxes, tomato flats, lawn leaf baskets, etc. They filed for bankruptcy around 1970. It was then that Gene Shields purchased the buildings from the old West Side National, leased the property from Union Pacific and started Rainier Plastics. Their business consisted of buying odd lot rolls of Polyethelene and heating into pellets for Shields Bag Company. In 1977 we purchased the buildings from Shields and in 1984 the land from Upland Industries and have maintained through those years our current millwork and door opera- tion. 2. I have no knowledge that any toxic or hazardous substance has been improperly generated, treated, released, stored or disposed of, or otherwise deposited in or on the above- referenced Property, including, without limitation, the surface waters and subsurface waters thereof; that I have no knowledge that any underground storage tanks are located on substances or conditions in or on the property which may support a claim or cause of action under the Comprehensive Environmental Response, Compensation and Liability Act, as amended (The Superfund Act), the Model Toxics Control Act (Initiative 97), the Carpenter - Presley- Tanner Hazardous Substance Account Act, the Re- source Conservation and Regulatory Act of 1976 (RCRA); the Toxic Substance Control Act, or any other federal, state or local environmental statute, regulation, ord- nance or regulatory requirement; that I have no knowledge of, and have not received notice from any governmental Page 1 of 2 • (misc /exhibit.d) EXHIBIT D agency pertaining to the violation of any law or regula- tion affecting the property; and have no knowledge of any facts which might he the basis for such notice. i DON i '.UNG LUCILE R. YyTG SIGNED AND SWORN TO before me this /6 day of i 99 1990. NOTARY PUBLIC in n:for. the S ate of Washington, residing' at My commission expires: 6;? •`1/ Page 2 of 2 • (misc /exhibit.d) EXHIBIT D • STATEMENT OF DON J. YOUNG COMPANY, INC. Comes now the DON J. YOUNG COMPANY, INC. and under oath states: 1. The DON J. YOUNG COMPANY, INC. has no interest in the real property improvements, appurtenances, fixtures, and any other property subject to the Purchase and Sale Agreement between Don J. and Lucile R. Young and the City of Yakima. 2. The DON J. YOUNG COMPANY, INC. has no claim nor will make no claim against the City of Yakima, its assigns or suc- cessors in interest regarding the subject matter of the Purchase and Sale Agreement between the parties or re- garding the property transferred in said Agreement. DATED this o‘ day of , 1990. DON J. YOUNG COMPANY, INC. 0 2 By: c�u r e Lfr.." - �o President Witnes L �7io ` 0 Attest: d (/l� (Seal) Secretar, Page 1 of 1 (misc /exhibit.e) EXHIBIT E