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HomeMy WebLinkAboutR-1991-D5985 Property AgreementsRESOLUTION NODh 59 8 5 A RESOLUTION authorizing the City Manager and City Clerk of the City of Yakima to execute Purchase and Sale Agreements with seven landowners to acquire property for the Yakima Central Business District Transit Transfer Facility. WHEREAS, on October 10, 1989, the City Council by Resolu- tion No. D-5646 authorized the execution of an agreement with Hall Engineering Associates for the study of a Central Busi- ness District Transit Transfer Facility; and WHEREAS, the City Council has determined that the Transit Transfer Facility should be located on South Fourth Street between Walnut Street and Chestnut Street; and WHEREAS, Hall Engineering Associates has been conducting negotiations with the landowners of the property selected for the Transit Transfer Facility; and WHEREAS, the City needs to acquire 11 parcels of land in this area from seven landowners in order to construct the Transit Transfer Facility; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to purchase these properties for the Central Business District Transit Transfer Facility, now, therefore, 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 real estate Purchase and Sale Agree- ments with the following persons owning land within Block 92, Town of North Yakima, now Yakima, according to the Plat there- of recorded in Volume "A" of Plats, Page 10, and re-recorded in Volume "E" of Plats, Page 1, records of Yakima County, Washington, for the following specific parcels of land: Landowner David R. Young & Marilyn J. Young, Husband and Wife Oscar Daniels Oscar Daniels (res/prchse2.rp) Assessor's Parcel No. 191319-24472 191319-24473 191319-24474 Jack H. Goetz & Margaret A. Goetz, Husband and Wife Elena Arralde Elena Arralde Boyd Olofson & Co., P.S., a Washington Corporation Boyd Olofson & Co., P.S., a Washington Corporation William F. Hummel & Laurel E. Hummel, Trustees under Hummel Family Trust Agreement F. Hummel & Laurel E. Hummel, Trustees under Hummel Family Trust Agreement Anderson & Gloria A. Anderson, Tenants in Common William Gene E. provided, however, that the total aggregate 191319-24475 191319-24476 191319-24477 191319-24478 191319-24479 191319-24480 191319-24481 191319-24471 purchase price for all of the above-specified parcels of land shall not exceed Five Hundred Thousand Dollars ($500,000.00). The City Manager is hereby authorized and directed to proceed with the purchase of said properties using Purchase and Sale Agreements that have been approved as to form by the City Attorney. ADOPTED BY THE CITY COUNCIL this 4::;? day of 1991. ATTEST: 1C(AJ2--v-, A City Clerk -2 (res/prchse2.rp) Q/41;QtL41,1 Mayor C3py PURCHASE AND SALE AGREEMENT This Agreement is made and entered into this day of , 1991, by and between DAVID R. YOUNG and MARILYN J. YOUNG, husband and wife, (hereinafter referred to as "Seller") 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"), WITNESSETH: IT IS MUTUALLY AGREED by and between the parties hereto as follows: Section 1. Purchase and Sale of the Property. 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: The Southerly 50 feet of the Southwesterly quarter of Block 92, Town of North Yakima, now Yakima, according to the Plat thereof recorded in Volume "A" of Plats, Page 10, and re- recorded in Volume "E" of Plats, Page 1, records of Yakima County, Washington. EXCEPT right of way for public alley way along the Easterly side thereof. (Assessor's Parcel Number 191319-24472). and graphically shown on the print marked Exhibit A, attached here- to and hereby made a part hereof, together with all of Seller's right, title, and interest in and to the buildings, improvements, appurtenances, and fixtures located thereon. 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 Sixty -Eight Thousand Dollars ($68,000.00) ("Purchase Price"). 1 (agr/young.rp) 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"J; 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 conditions precedent, and Purchaser shall not be obligated to purchase the 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 privilege of entering upon the Property for the purpose of performing environmental audits, soil tests, asbestos tests, engineering and feasibili- ty 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 one hundred fifty (150) 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 July 31, 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. 2 (agr'young.rp) 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: (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 Seller'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. (b) Purchaser shall pay the following costs: (1) The escrow fee; (2) The cost of recording the Statutory Warranty Deed; (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; and (4) The premium for the issuance of the standard owner's policy of title insurance. - 3 (agr/young.rp) 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) 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" sha-11 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. S 1257 et seq. (5) Federal Insecticide, Fungicide, and Rodenticide Act, Fed. Pesticide Act of 1978 7 U.S.C. S 13 et seq. (6) Federal Toxic Substances Control Act, 15 U.S.C. § 2601 et seq. 4 (agr/young.rp) (7) Federal Safe Drinking Water Act, 42 O.S.C. S 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 (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- 5 (agr/young.rp) 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 the day thirty (30) days after satisfaction of the conditions precedent set forth in Section 4(b) and 4(c) above. 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 lexcept as set forth in Section 4(b)l and title there- to 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 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: David R. Young and Marilyn J. Young Purchaser: (agr/young.rp) Mr. R. A. Zais, Jr. City Manager City of Yakima 129 North Second Street Yakima, Washington 98901 6 Title Company: 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. 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. Section 16. Personal Property. The buildings, structures, and other improvements on the Property may, at Seller's option, be removed from said Property - 7 (agr/young.rp) prior to closing; provided, however, that Seller shall clear, grade, and cleanup said Property in accordance with all federal, state, and local laws and in conformance with accepted cleanup standards and all applicable standards of professional skill, competence, and care. Purchaser shall receive a credit for the fair market value of any buildings, structures, and other improve- ments removed by Seller, which credit shall be applied to reduce the purchase price balance due at closing. In the event of such removal, Seller shall cap off and seal all utility connections in conformance with all applicable standards of professional skill, competence, and care, including, but not limited to, the Uniform Building Code so that Purchaser will be able to readily use said utility connections. Section 17. 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. An Affidavit and Certification prepared in conformance with IRS regulations under Section 1445 of the Internal Revenue Code will be executed by Seller. Section 18. 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 19. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first herein written. - 8 tagr/young.rp) Witness: Attest: City Clerk (PURCHASER] CITY OF YAKIMA, WASHINGTON By R. A. Zais, Jr., City Manager (Seal) Seller's acceptance: day of , 1991. Seller 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. [SELLER] Witness: DAVID R. YOUNG Witness: MARILYN J. YOUNG 9 (agr/young.rp) V iLtiIhAm . ,t 9007z tIsrt SA t 9▪ ', � - a '; 0=71 'RLi�1 ,o• s'L o `cy e l '11'.." L d 0 t �QI "L K 'Magid — drdI: SirId