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HomeMy WebLinkAboutR-1990-D5752 Agreement• • RESOLUTION NO. D 5752 A RESOLUTION authorizing the City Manager and the City Clerk to enter into a public sector service contract with the Yakima County Development Association WHEREAS, the YCDA is a Washington private non-profit corporation representing a coalition of business, government, labor, and education leadership dedicated to planning, develo- ping, and implementing community economic development pro- grams, and WHEREAS, .economic development programs are those public and private actions which aid in enhancing a community's qualit\ of life and bringing its citizens into the economic mainstream b\ planning and building local economic capacity such as an effective education and training system, sound transportation and physical infrastructure; diversified pri- \ate and public investments; and a competitive and skilled work force, and WHEPEAS, YCDA employs staff who possess expertise in communit economic development programs, and WHEREAS, YCDA has been involved in investment decisions representing over fifty million dollars and twelve hundred jobs in lakima Count, and WHEREAS, the Contractor wishes to utilize the skill, experience, and expertise of YCDA rather than attempt to provide the same service at a greater expense, and WHEREAS, the Contractor wishes to exercise authority granted to it under RCW 35.21.703 by contracting with YCDA to proYide an economic development program and specific economic de\.elopment assistance to Contractor; and WHEREAS, the Contractor desires to have certain services performed by the YCDA as described within this Contract, now, therefore, (res \cda) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA The City Manager and the City Clerk are hereby authorized and directed to execute a contract with Yakima County Develop- ment Association, entitled "Yakima County Development Associa- tion Public Sector Service Contract," a true copy of which is attached hereto and incorporated herein. ADOPTED BY THE CITY COUNCIL this 5-741.- day of \ii") -e- 1990. Mayor ATTEST /2411-4-eAL.2t City Clerk (res ycda) • • • • • • • • • YAKIMA COUNTY DEVELOPMENT ASSOCIATION PUBLIC SECTOR SERVICE CONTRACT CONTRACTOR City of Yakima, Washington CONTRACT AMOUNT. $25,000 CONTRACT PERIOD. July 1, 1990 to June 30, 1991 THIS CONTRACT is entered into by City of Yakima (the Contractor), a municipal corporation, and the Yakima County Development Associa- tion (YCDA), a Washington non-profit corporation. WHEREAS, the YCDA is a Washington private non-profit corporation representing a coalition of business, government, labor, and educa- tion leadership dedicated to planning, developing, and implementing community economic development programs; and WHEREAS, economic development programs are those public and private actions which aid in enhancing a community's quality of life and bringing its citizens into the economic mainstream by planning and building local economic capacity such as an effective education and training system; sound transportation and physical infrastruc- ture; diversified private and public investments; and a competitive and skilled work force; and WHEREAS, YCDA employs staff who possess expertise in community economic development programs, and WHEREAS, YCDA has been involved in investment decisions repre- senting over fifty million dollars and twelve hundred jobs in Yakima County; and WHEREAS, the Contractor wishes to utilize the skill, experience, and expertise of YCDA rather than attempting to provide the same service at a greater expense; and WHEREAS, the Contractor wishes to exercise authority granted to it under RCW 35.21.703 by contracting with YCDA to provide an economic development program and specific economic development assistance to Contractor; and WHEREAS, the Contractor desires to have certain services performed by the YCDA as described within this Contract; NOW, THEREFORE, in consideration of payment, covenants, and agree- ments hereinafter mentioned, to be made and performed by the par- (agr/ycda) ties hereto, the parties mutually covenant and agree to the following: 1. SCOPE OF SERVICES In lieu of hiring City staff to prepare and implement an economic development program, the Contractor desires to utilize that ex- isting service currently provided by YCDA. Because of the nature of a private economy, Contractor recognizes that YCDA shall pro- vide an economic development program for the entire Yakima County area and not exclusively for the City of Yakima area. Contractor understands that it will receive economic development benefits from the service provided by YCDA within the Yakima County area because the City is a focal point of the County. Such benefits include a more diversified economic base, employment opportunities and grea- ter prosperity. The economic development program shall consist of an annual work plan drafted by YCDA and agreed to by the parties. YCDA shall employ a staff of three economic development pro- fessionals and two support staff to carry out an economic develop- ment program in Yakima County. During the term of this Contract, YCDA will dedicate its best efforts to carry out such program. As additional consideration, YCDA shall dedicate its professional and support staff to the following objectives as well as economic development in Yakima County: A. Provide to Contractor public facility information and technical assistance as to the street, transit, water, sewer, land use, and other public services needed to accommodate business retention and expansion in the City. B. Provide information and technical assistance to the Contractor on growth and development mitigation based on specific industrial or business needs. C. Assist Contractor in preparation of land use designation and urban development policies based on industrial sector needs. D. Assist the Contractor in industrial location opportunity preparedness. E. Screen industrial and business retention and expansion clientele and serve as advisor to the Contractor on these questions. 11. DURATION OF CONTRACT This Contract shall commence on the 1st day of July, 1990 and shall terminate the 30th day of June, 1991. Contractor may renew this 2 (agrlycda) Contract, on the same terms and conditions, for up to three addi- tional one-year periods by giving written notice to YCDA thirty days before termination of each term. 111. COMPENSATION, METHOD OF PAYMENT, REPORTING The YCDA shall receive payment for completion of the services as specified in this Contract in the amount shown on page one: "CONTRACT AMOUNT." Payment shall be made in two equal install- ments. On December 31, 1990 and June 30, 1991 to YCDA. The YCDA shall submit a final written project report by Decem- ber 15, 1990 and each year thereafter on December 15. Such report shall contain a detailed description of accomplishments under the scope of service provision of the Contract. Specifically, such report shall indicate the amount of new investment, retention of investment, and new jobs within Yakima County which affect economic development of the City. IV. INTERNAL CONTROL AND ACCOUNTING SYSTEM The YCDA shall establish and maintain a system of accounting and internal controls which complies with applicable, generally ac- cepted accounting principles, and government accounting and finan- cial reporting standards. V. ESTABLISHMENT AND MAINTENANCE OF RECORDS The YCDA shall maintain accounts and records, including personnel, property, financial, and programmatic records, and other such records as may be deemed necessary by the Contractor, to ensure proper accounting for all project funds and compliance with this Contract. VI. AUDITS AND INSPECTIONS A. The records and documents with respect to all matters covered by this Contract shall be subject at all times to inspections, review, or audit by the Contractor and/or federal/state officials so authorized, including but not limited to, the Washington State Examiner. B. The YCDA shall have its annual financial statement audited by an independent certified public accountant. Copies of any such audit or review performed by an independent certified public ac- countant shall be provided to the Contractor. If the independent certified public accountant issues an internal control or manage- ment letter, the YCDA shall so notify the Contractor and it shall be made available promptly to the Contractor for review. (agr/ycda) C. The YCDA shall provide access of facilities to the Contractor, the state and/or federal agencies or officials at reasonable times monitor and evaluate the services provided under the Contract. The Contractor will give advance notice to the YCDA in the case of fiscal audits to be conducted by the Contractor. VII. EVALUATION The YCDA agrees to cooperate with the Contractor or its agent in the evaluation of the YCDA's performance under this Contract and to make available all information reasonably required by any such evaluation process. VIII. TERMINATION This Contract may be terminated without cause prior to the date specified above in Section II, by either party providing the other party thirty (30) days written notice of the termination. In the event of termination, the amount of compensation shall be prorated monthly to the nearest full month of service. IX. INSURANCE AND INDEMNIFICATION The YCDA shall procure and maintain for the duration of this Con- tract insurance against for injuries to persons or damages to property and rights which may arise from, or in connection with the performance of work hereunder by the YCDA, its agents, representa- tives, employees, or subcontractors. The YCDA shall pay for this insurance. YCDA shall defend, indemnify, and hold harmless the City of Yakima, its agents, officers, and employees from any and all liability arising out of the performance of this Contract. X. NONDISCRIMINATION During the performance of this Contract, YCDA shall not discrimi- nate on the basis of race, color, sex, religion, nationality, creed, sexual orientation, marital status, age, or the presence of any sensory, mental or physical handicap in employment or applica- tion for employment or in the administration or delivery of ser- vices or any other benefits under this Contract. XI. CONFLICT OF INTEREST The YCDA covenants that no officer, employee or agent of the City who exercises any functions or responsibilities in connection with the planning and implementation of the program funded herein, or any other person who presently exercises any functions or responsi- bilities in connection with the planning and implementation of the -4 (agr/ycda) program funded herein shall have any personal financial interest, director or indirect, in this Contract. None of the funds, materials, property or services provided direct- ly or indirectly under this Contract shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. XII. NOTICES Whenever this Contract provides for notice to be provided by one party or another, such notices shall be A. In writing; and B. Directed to the chief executive officer of YCDA, P.O. Box 1387, Yakima, Washington, 98907, or the manager for the Contractor, c/o City Manager, City Hall, Yakima, Washington, 98901. Any time within which a party must take some action shall be com- puted from the date that the notice is received by said party. XIII. CHANGES Either party may request changes to this Contract. Proposed chan- ges which are mutually agreed upon shall be incorporated by written amendments to this Contract. XIV. PROHIBITED ACTS YCDA shall use all consideration provided under this Contract solely to pay for labor, equipment, materials, and overhead in its operations. It shall not use such consideration as loans, grants, or gifts to public or private entities for any purpose whatsoever nor shall such consideration be used for the purpose of promotional hosting. Violation of the provision of this section shall be cause of immediate termination of this Contract and YCDA shall repay to the Contractor any funds transferred in violation of this section. XV. WHOLE AGREEMENT This Contract constitutes the whole and entire agreement between the parties. XVI. ASSIGNMENT YCDA shall not assign any of its duties under this Contract without the prior written consent of Contractor. - 5 (agr/ycda) • • XVII. SEVERABILITY In the event any portion of this Contract is found to be invalid, it is the intent of the parties to enforce the remainder of the Contract. Frederick C. Stouder Timothy P McGree Name Assistant City Manager Title Date ATTEST City Clerk 6, /9/o City Contract No 90-43 Resolution No. D-5752 (agr/ycda) 6 Name Executive Director Title Date Approved as to form (1/ • • PLRCHASE AND SALE AGREP1ENT This Agreement is made and entered into this Qs day of , 1990, b's and between DON J. and LUCILE R. YOUNG, husband and fe, (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 IoN and between the parties hereto as follows: Sect]. n 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, hashington, commonly known as 204'206 West Pine, Yakima, Washington, Yakima County Assessor Parcel Nos. 191319-33.405, 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' (agr/young.jt2) right, title, and interest in and to the impro‘ements, appurten- ances, and fixtures, located thereon, including, without limita- tibn, 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- rentll used by Sellers. It is understood that the sale and con‘eance 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 Bundled Thirty-five Thousand Dollars (S335,000.00) ("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 Fift\ 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 98-901 ("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"]; and 2 . (agr/young.jt2) • (b) At the time of closing of escrow, the balance of the Purchase Price in cash or 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 bv the parties hereto subject to the following conditions precedent. (a) Title Review. As soon as reasonably possible, Sellers, at their sole cost and e\pense, 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 approxe 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 nat- 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 bv 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 . (agr/young.jt2) 3 1 • 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 PropertN 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 Propert 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 ',lay 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. (agr/young.jt2) -4 • • (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 deemedterminated 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 art_ount shall be opened with Title Company, and Purchaser shall thereupon deposit with the Tit]e Companl 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 persona] 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 (agr/young.jt2) (1) deliver and record the Statutorarrant Deed to Purchaser, (2) deliver Exhibit B to Purchaser; (3) deliver to Sellers the Purchase Price, and (4) issue and deliver t 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, and (4) The Washington State real estate excise tax, if any, (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 escrou as set forth in Section 5, title to the Property shall be conveyed by Sellers to Purchaser loN 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 (agr/young.jt2) • • force and effect, and without further obligation of eLther part), 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 dav 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 possessiob to Purchaser. Purchaser ma‘ renew its environmental objection after the environmental contingency has been removed if Seller introduces anv new or additionll contamina- tions to the property after Purchaser has an environmental assess- ment performed. In such case, Purchaser maN. 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 (agr/young.jt2) 8 • • THE EENT THE SALE AND PURCHASE OF THE PROPERT1 SHALL FAIL TO CLOSE BECAUSE OF AN 1 DEFALLT 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 bv 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: Purchaser Title Company: Don J. and Lucile R. loung, husband and wife, P.O. Box 935 204 West Pine lakima, Washington 98907 e • • 'Ir. R. A. Zais, Jr. City Manager City of Yakima 129 North Second Street Yakima, Washington 98901 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. . (agr/young.jt2) -9 • fopies of all notices to Sellers or Purchaser shall :e given to Title Company, and copies of all notices to Title Company shall be giten 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. (agr/young.jt2) - 10 • • Section 15. Brokers, Representatives. The negotiations relative to this Agreement and the trans- actions contemplated herebN 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. . (agr/young.jt2) • • • Sertion 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, shrubberv, 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. • (agr/young.jt2) 12 • IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first herein wratten. Witness: h71 Witness: • avt,,P-P 441'r - Attest [SELLERS] DON J. YOUNG LUCILE R. YOUNG [PURCHASER] e--eAttA, Seal) City Clerk (agr/young.jt2) 13 CITY OF 1AKI1A, WASHINGTON BY E. ©►-1Id J -r lrA IJ 1 I ° SD 4o E- ( Z7 r(27 1.0 N I d1F Iz" uArex XI5TING 2." 5A►.1 SE's':^ LeiTj EXHIBIT A 2r 333 BLDG. 1 (Concrete Block) LOT 1 1.7134 AGILLS J.- 1 BLDG. 4 404. 1 V -' " BLDG. 5 4Offioe) • 1 I P's4Ci.�. 1 1 \ \ w Z "c% 3 Fat" 2 �IP °h" I.P. r r r r r• r r r EXHIBIT A Page 1 of 1 Sale to City of Yakima outlined in yellow. EXHIBIT B AGREEMENT AS TO IMPROVEMENTS, FI\TURES 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) A11 concrete and asphalt paved surfaces to remain in 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 propertl, 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 an\ 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 WHERECyj„..3ellers have caused this instrument to be executed as of the efo'day of 40 , 1990. 5, DON J. YOUNG Page 2 of 3 (misc/exhibit.b2) EXHIBIT B Witnes • • • LUCILE R. YOUNG 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. Attest City Clerk CMCMIACTO: D ;t Page 3 of 3 . (misc/exhibit.b2) (Seal) 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. Date STATE OF WASHINGTON ) :ss. County o LLC E R. YOUNG Date • -Po 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 , 1990. Page 1 of 1 • (misc/exhibit.c2) official seal this day of NOTARY PUBLIC nof Washington, residing at fc3r theZ:1. My commission expires /..2 EXHIBIT C • STATEMENT OF DON J. YOUNG AND LUCILE R. YOUNG REGARDING HISTORIC USE OE 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. SIGNED AND SWORN TO before me thi.sI/ day of 1990. Page 2 of 2 • (misctexhibit.d) NOTARY P,: C in and for the of Washing on, residing at My commission expires 4-4 9/ 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. 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 ./4: day of Attest: Page 1 of 1 . (misc/exhibit.e) 1990. DON J. YOUNG COMPANY, INC. (Seal) EXHIBIT E