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HomeMy WebLinkAboutR-1991-D5917 Lentz / Property / Reservoir / Terrace Heights• RESOLUTION NO. D PI 5 9 1 7 • A RESOLUTION authorizing the execution of a Purchase and Sale Agreement for property located near Maple Avenue in Terrace Heights, Yakima County, Washington. WHEREAS, the City of Yakima Department of Engineering and Utilities needs a site in the Terrace Heights area to locate a water reservoir; and WHEREAS, James A. Lentz and Mary Frances Lentz, husband and wife, have offered for sale to the City of Yakima a five - acre parcel of land near Maple Avenue in Terrace Heights for the purchase price of Fifty Thousand Dollars ($50,000.00); and WHEREAS, the City of Yakima desires to acquire this parcel of land for use as a reservoir site; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to purchase said property and enter into the attached Purchase and Sale Agreement, now, therefore, BE IT RESOLVED BY TBE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized and directed to execute the attached and incorporated Purchase and Sale Agreement with James A. Lentz and Mary Frances Lentz, and the City Manager is hereby authorized and directed to proceed with the purchase of said property. ADOPTED BY THE CITY COUNCIL this 21st day of May 1991. ATTEST: X19-6-441/alj:i City Clerk (res/lentz.rp) ct.t >6eAriAil Mayor • PURCHASE AND SALE AGREEMENT This Agreement is made and entered into this 3 O day of A pr;/ , 1991, by and between JAMES A. LENTZ and MARY FRANCIS -LENTZ, husband and wife, (hereinafter referred to as "Seller") and the CITY OF YAKIMA, WASHINGTON, a municipal corpora- tion of the State of Washington, whose address is 129 North Second Street, Yakima, Washington 98901 (hereafter referred to as "Pur- chaser"), WITNESSETH IT IS MUTUALLY AGREED by and between the parties hereto follows Section 1. Purchase and Sale of the Property. as Seller hereby agrees 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 proper- ty in Yakima, Yakima County, Washington, legally described as follows That part of the NW 1/4 of the SE 1/4 of Sec- tion 15, Township 13 North, Range 19 E.W.M., lying westerly of the following described line• Beginning at a point on the West boundary of said NW 1/4, S 0°05'50" E 60 feet from the Northwest corner thereof, then S 61°03' E 94.17 feet, then S 16°30' E 385,00 feet, then S 27°50' E 258.00 feet, then S 4°35' E 310.00 feet, then S 22°50' E 345.00 feet to the south boundary of said NW 1/4 and terminus of said line, EXCEPT that portion thereof lying North of a line running East from a point on the West boundary of said NW 1/4 situate S 0°05'50" E 624.30 feet from the Northwest corner thereof. TOGETHER WITH all improvements and appurtenances thereunto belonging. TOGETHER WITH an appurtenant 30 foot wide perpetual easement for ingress and egress through, over, and across the following - described parcel of land• (agr\lentz.rp) That part of the NW 1/4 of the SE 1/4 of Section 15, Township 13 North, Range 19 E.W.M., described as follows Beginning at a point on the West boundary of said NW 1/4 situate S 0°05'50" E 60.00 feet from the Northwest corner thereof, then continuing S 0°05'50" E 564.30 feet, then East 269.76 feet to the centerline of an irrigation lateral, then following said irrigation lateral the following courses and distances, N 27°50' W 169.14 feet, then N 16°30' W 385.00 feet, then N 61°03' W 94.17 feet to the point of beginning, AND the North 60 feet of Lot 4 of Short Plat No. 89-41, Records of Yakima County, Washington. The sale property is graphically shown on the print marked Exhibit A, attached hereto and hereby made a part hereof. The sale property and all improvements attached thereto shall collectively be referred to as the "Property." 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 Seller shall be the sum of Fifty Thousand Dollars ($50,000.00) ("Purchase Price"). Section 3. Payment of the Purchase Price. The Purchase Price shall be paid by Purchaser to Seller as follows (a) Within ten (10) days of execution of this Agreement by all parties, the sum of One Thousand Dollars ($1,000.00), in cash or by City of Yakima Warrant, to be deposited with Fidel- ity Title Insurance Company, 406 North 2nd Street, Yakima, Washington 98901 ("Title Company") lthe One Thousand Dollar ($1,000.00) deposit and accrued interest thereon shall hereaf- ter be referred to as "Escrow Fund"]; and (b) At the time of closing of escrow, the balance of the Purchase Price in cash or by City of Yakima Warrant. Section 4. Conditions Precedent to Sale. • • This Agreement is subject to the following express conditionsIII precedent, and Purchaser shall not be obligated to purchase the -2 - (agr\lentz.rp) Property until all of the following conditions precedent are satis- fied in the manner set forth below (a) Clear Title. At or before time of closing, Seller shall clear any and all defects in the title and all liens, encum- brances, covenants, rights of way, easements, or other out- standing rights disclosed by the preliminary title report, except those matters set forth in Section 6. (b) Satisfactory Environmental Audit and Feasibility Studies. Upon execution of this Agreement, Purchaser, and its agents and subcontractors, are granted the license and privilege of entering upon the Property for the purpose of performing environmental audits, soil tests, engineering and feasibility studies, and such other studies as Purchaser may deem necessary to determine the suitability of the Property for the purpose for which Purchaser desires to purchase the same. The results of such audits, tests, and studies must be determined to be satisfactory in Purchaser's opinion, and Purchaser shall make said determination within sixty (60) days after the date of Seller's acceptance of this Agreement. (c) City Council Approval. 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 Seller on or before June 7, 1991, and failure to give such notice within said time period shall be deemed notice of approval. In the event, within said time period, Purchaser gives Notice of Disapproval, this Agreement shall be deemed terminated forthwith. In the event that any one of the foregoing conditions prece- dent is not satisfied in the manner set forth above, then 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. Section 5. Escrow. Within ten (10) days of execution of this Agreement by all parties, an escrow account shall be opened with Fidelity Title Company, and Purchaser shall thereupon deposit with the Title Company the sum of One Thousand Dollars ($1,000.00), with instruc- tions 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 Escrow Fund, and Seller shall deposit therein a duly executed Statutory Warranty Deed for the property. Title Company shall be instructed that when it is in a position to deliv- er to Seller 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 Section 6, Title Company shall: -3 - (agr\lentz.rp) (1) deliver and record the Statutory Warranty Deed to Purchaser, (2) deliver to Seller the purchase price, and (3) issue and deliver to Purchaser the standard owner's policy of title insurance. At closing, (a) Seller 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) Seller's 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 aro, (b) Purchaser shall pay the following costs (1) One-half of the escrow fee; (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 Seller to Purchaser by a duly exe- cuted Statutory Warranty Deed. Title to the realty shall be in fee simple and clear of all liens, encumbrances, exceptions, and reser- vations other than the following (1) Non -delinquent real property taxes (whether general or special), (2) Rights reserved in federal patents or state deeds; (3) Building or use restrictions consistent with current zoning, other than government platting and subdivision re- quirements, -4 (agr\lentz.rp) • • (4) Utility easements, (5) Items disclosed in the preliminary title report and expressly approved in writing or waived in writing by Purchas- er. Section 7. Seller's Representations, Warranties, and Indemni- ties. (a) Definition of "Hazardous Substance." When used in this Agreement the term "hazardous substance" shall be defined to mean any substance or material defined or designated as haz- ardous or toxic waste, hazardous or toxic material, a hazard- ous, toxic, or radioactive substance, or other similar term, by any federal, state, or local environmental statute, regula- tion, or ordinance presently in effect or that may be promul- gated in the future, as such statutes, regulations, and ordinances may be amended from time to time, including, but not limited, to the statutes listed below (1) Federal Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901 et seq. (2) Federal Comprehensive Environmental Response, Compensa- tion, and Liability Act of 1980, 42 U.S.C. § 9601 et seq. (3) Federal Clean Air Act, 42 U.S.C. § 7401-7626. (4) Federal Water Pollution Control Act, Federal Clean Water Act of 1977, 33 U.S.C. § 1257 et seq. (5) Federal Insecticide, Fungicide, and Rodenticide Act, Fed. Pesticide Act of 1978 7 U.S.C. § 13 et seq. (b) Federal Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. (7) Federal Safe Drinking Water Act, 42 U.S.C. § 300(f) et seq. (8) Washington Clean Air Act, RCW Chapter 70.94. (9) Washington Solid Waste Management -Recovery and Recycling Act. RCW Chapter 70.95. (10) Washington Model Toxics Control Act, RCW Chapter 70.105D. (11) Washington Hazardous Waste Fees Act, RCW Chapter 70.105A. (12) Washington Nuclear Energy and Radiation Act, RCW Chapter 70.98. (13) Washington Radioactive Waste Storage and Transportation Act of 1980, RCW Chapter 70.99. (b) Representations and Warranties. Seller represents and warrants to Purchaser that the following are true and cor- rect (1) There are no hazardous substances present on or under the Property; and (2) Seller will not cause or permit any activities on the Property which directly or indirectly could result in a release of hazardous substances on or under the Property; and (agr\lentz.rp) -5 - (3) Any hazardous substances that may have been released or present on or under the Property have been properly treat- ed, cleaned up, removed, and disposed of in compliance with all federal, state, and local environmental statutes, regula- tions, and ordinances, including, but not limited to, the statutes listed in subsection (a) above; and (4) Seller has completed all remedial, cleanup, and corrective actions required pursuant to all federal, state, and local environmental statutes, regulations, and ordinances, and in conformance with all applicable standards of pro- fessional skill, competence, and care; and (5) Seller shall at all times retain any and all liabil- ities arising from the off-site handling, treatment, storage, transportation, or disposal of hazardous substances by Sell- er. (c) Indemnities. Seller shall protect, defend, indemnify, and hold Purchaser harmless from and against any and all claims, demands, damages, losses, liens, liabilities, penal- ties, fines, lawsuits, and other proceedings and costs and expenses (including attorney's fees and disbursements), which accrue to or are incurred by Purchaser on or after transfer of the Property and arise directly or indirectly from or out of, relate to, or in any way are connected with (1) any breach of the representations or warranties contained herein, (2) any activities on the Property during Seller's ownership, posses- sion, or control of the Property which directly or indirectly result in the Property or any other property becoming contami- nated with hazardous substances, and (3) the presence, discov- ery, or cleanup of any hazardous substances released or existing on or under the Property at any time prior to the date title is transferred to Purchaser. Section 8. Closing; Possession. Escrow for the Property shall close on or before June 30, 1991. Possession of the Property shall pass to Purchaser on closing of escrow. Purchaser shall have no right to possession or occupancy of or entry upon any portion of the Property [except as set forth in Section 4(b)] and title thereto shall be and remain vested in Seller until closing of escrow. 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 SELLER AS SELLER'S SOLE REMEDY AND AS LIQUIDATED DAMAGES FOR -6 (agr\lentz.rp) • • 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. SELLER'S 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 SELLER IN 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 Seller Purchaser Title Company James A. Lentz and Mary Francis Lentz 5500 Mt. Aix Way Yakima, Washington 98901 Mr. R. A. Zais, Jr. City Manager City of Yakima 129 North Second Street Yakima, Washington 98901 Fidelity Title Company 406 North 2nd Street Yakima, Washington 98901 Express delivery notices shall be deemed to be given upon receipt. Postal notices shall be deemed to be given three (3) days after deposit with the United States Postal Service. Copies of all notices to Seller or Purchaser shall be given to Fidelity Title Company, and copies of all notices to Fidelity Title Company shall be given to the other party to this Agreement. (agr\lentz.rp) -7 Section 11. Assignment. Purchaser shall not transfer or assign this Agreement, or any interest therein, without the consent in writing of Seller, 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 Seller, ter- minate this Agreement. Section 12. Waiver of Breach. A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 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. Section 15. Successors and Assigns. Subject to the provisions of Section 11, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors, and assigns. -8 - (agr\lentz.rp) • • Section 16. Special Provision. Seller represents that it is not a foreign corporation, and withholding of Federal Income Tax from the amount realized will not be made by Purchaser. Section 17. 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. Section 18. Litigation. In the event that any suit or action is instituted by either party to enforce compliance with or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to collect, in addition to necessary court costs, such sums as the court may adjudge as reasonable attorney fees. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima, County, Washington. Section 19. Property Survey and Access. Prior to closing, Seller shall complete a survey of the Prop- erty and appurtenant access easement at Seller's expense. Said survey shall be preformed by a licensed Washington Professional Land Surveyor and shall include the installation of survey monuments or pins at the Property corners. Seller shall ensure prior to closing that the access easement has been physically marked and graded from Maple Avenue to the north boundary line of (agr\lentz.rp) -9 - the Property so as to permit Purchaser immediate access to the Property at closing. Prior to closing, Seller shall also satisfy all requirements imposed by the Yakima County Subdivision Ordinance, Yakima County Code Title 15, including, but not limited to, the filing of an approved short plat. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first herein written. Witness 4, -cd/ Pex.c&ceo, Att est LPURCHASER1 CITY OF YAKIMA,WASHINGTON \\ `Yh.,^- 4-4-jr `! y- (Seal) City Clerk By R. A. Zai s;' Jr., City Manager Seller's acceptance .3© day of. Apr agrees to sell the Property on the terms and conditions specified herein. Seller acknowledges receipt of a copy of the Agreement, signed by both parties. , 1991. Seller ISELLER1 Witness JAMES A. LENTZ P,.-6141/4 Witness: P0-treeffo, (agr\lentz.rp) C\. MARY\FRANCES LENTZ ✓fZ-aac-/4'4. -10 - 0 • 0 7 C,TR. 4 Gog 1 S - 13 f 19 • EXHIBIT "A"