HomeMy WebLinkAboutR-1993-132 Goodwill Industries / Property / Wikstrom / Zien LevinsonRESOLUTION NO. R-93-
132
A RESOLUTION authorizing and directing the City Manager and City Clerk of
the City of Yakima to execute Purchase and Sale Agreements
with three landowners to acquire property for the Yakima
Police Station/Legal Center Project.
WHEREAS, on November 16, 1993, the City Council decided that the Yakima
Police Station/Legal Center should be constructed on the Wikstrom block bordered
by Walnut, South Third Street, Spruce Street, and South Second Street; and
WHEREAS, on November 16, 1993, the City Council by motion directed staff to
acquire the Wikstrom block, together with additional property in the vicinity for
the Yakima Police Station/Legal Center Project; and
WHEREAS, the City has contacted the owners of the subject properties, and
said owners are agreeable to selling these properties to the City; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to purchase these properties for the Yakima Police Station/Legal Center,
now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager and City Clerk are hereby authorized and directed to
execute Real Estate Purchase and Sale Agreements with the following persons
owning land within Section 19, Township 13 North, Range 19, E.W.M., Yakima
County, Washington, for the following specific parcels of land:
Landowner Assessor's Parcel No.
Goodwill Industries 191319-31439
Zien/Levinson 191319-31447
191319-31448
191319-31449
Wikstrom 191319-31443
191319-31444
191319-31445
191319-31446
; provided, however, that the total aggregate purchase price for all of the above-
specified parcels of land shall not exceed One Million Five Hundred` Thousand
Dollars ($1,500,000.00). The City Manager is hereby authorized and directed to take
all necessary steps to proceed with the purchase of said properties and with the
closing of these real estate transactions, subject to the availability of funds to be
derived from the issuance and sale of limited tax levy general obligation bonds
and subject to validated appraisals, using Real Estate Purchase and Sale
Agreements that have been approved as to form by the City Attorney.
ADOPTED BY THE CITY COUNCIL this14th day of December , 1993.
ATTEST:
City Clerk
is`_es r_c..._ FrF , rp
r
Mayor
PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this day of December, 1993, by
and between JAMES A. WIKSTROM, as his separate estate, and JAMES WIKSTROM
and F. N. HALVERSON as Co -Trustees of the W. 0. Wikstrom Marital Trust,
(hereinafter collectively 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 (hereinafter 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 property in Yakima, Yakima County, Washington,
legally described as follows:
Attached as Exhibit A.
and graphically shown on the print marked Exhibit B, attached hereto 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 Five Hundred Thousand Dollars ($500,000.00) ("Purchase Price").
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Section 3. Payment of the Purchase Price.
The Purchase Price shall be paid by Purchaser to Seller as follows:
(a) Within twenty (20) days of execution of this Agreement by all
parties, the sum of Five Thousand Dollars ($5,000.00), in cash or by City of
Yakima Warrant, to be deposited with Fidelity Title Insurance Company, 406
North 2nd Street, Yakima, Washington 98901 ("Title Company") [the Five
Thousand Dollar ($5,000.00) deposit and accrued interest thereon shall
hereafter be referred to as "Escrow Fund"]; and
(b) At the time of closing of escrow, Purchaser shall pay to Seller 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 satisfied 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, encumbrances, covenants, rights of way,
easements, or other outstanding 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
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. Seller agrees to provide Purchaser
with all documentation and associated data from a completed Phase I
environmental audit of the property. The results of such audits, tests, and
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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) Availability of City Funding. The terms and conditions of this
transaction are subject to the availability of City of Yakima funding to be
derived from the issuance and sale of limited tax levy general obligation
bonds. In the event that said funding is not available on the anticipated
date of closing, this Agreement shall be deemed terminated forthwith.
(d) Satisfactory Appraisal. Upon execution of this Agreement,
Purchaser shall obtain a written appraisal of the property value. If the
Purchase Price set forth in Section 2 above exceeds the appraised value of
the property by more than twenty percent (20%) of said appraised value,
then Purchaser may, at its option, terminate this Agreement unless a new
Purchase Price can be renegotiated by the parties to Purchaser's
satisfaction.
In the event that any one of the foregoing conditions precedent 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 twenty (20) 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 Five Thousand Dollars
($5,000.00), 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 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
deliver 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
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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 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 (whether 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.
(b) Purchaser shall pay the following costs:
(1) One-half of 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.
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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 executed Statutory Warranty Deed.
Title to the realty shall be in fee simple and clear of all liens, encumbrances,
exceptions, and reservations 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 requirements;
(4) Utility easements;
(5) Items disclosed in the preliminary title report and expressly
approved in writing or waived in writing by Purchaser.
Section 7. Seller's Representations. Warranties. and Indemnities.
(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 hazardous or toxic waste, hazardous or
toxic material, a hazardous, toxic, or radioactive substance, or other similar
term, by any federal, state, or local environmental statute, regulation, or
ordinance presently in effect or that may be promulgated 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,
Compensation, and Liability Act of 1980, 42 U.S.C. § 9601 et seq.
Federal Clean Air Act, 42 U.S.C. § 7401-7626.
(3)
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(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.
(6) Federal Toxic Substance 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 correct:
(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 treated,
cleaned up, removed, and disposed of in compliance with all federal,
state, and local environmental statutes, regulations, 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
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environmental statutes, regulations, and ordinances, and in
conformance with all applicable standards of professional skill,
competence, and care; and
(5) Seller shall at all times retain any and all liabilities arising
from the off-site handling, treatment, storage, transportation, or
disposal of hazardous substances by Seller.
The foregoing representations and warranties shall survive the closing
and continue to be effective for a period of five (5) years after the date of closing;
provided, however, that the foregoing representations and warranties shall not
survive the closing and shall have no effect after the date of closing if Seller
completes, at Seller's expense, Phase I and Phase II Environmental Audits, and the
results of said Environmental Audits are determined to be satisfactory by
Purchaser.
(c) Indemnities. Seller shall protect, defend, indemnify, and hold
Purchaser harmless from and against any and all claims, demands, losses,
liens, liabilities, penalties, 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, possession, or control of the Property which directly or
indirectly result in the Property or any other property becoming
contaminated with hazardous substances, and (3) the presence, discovery,
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.
The foregoing indemnities shall survive the closing and continue to be
effective for a period of five (5) years after the date of closing; provided,
however, that the foregoing representations and indemnities shall not survive
the closing and shall have no effect after the date of closing if Seller completes
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Phase I and Phase II Environmental Audits, and the results of said Environmental
Audits are determined to be satisfactory by Purchaser.
Section 8. Closing: Possession.
Escrow for the Property shall close on or about February 28, 1994 after
satisfaction of the conditions precedent set forth in Section 4 above. Purchaser
shall have the right to take possession of the property on the date of closing.
Section 9. Default; Liquidated Damages.
IN THE EVENT THE SAT .F AND PURCHASE OF THE PROPERTY SHALL FAIL TO
CLOSE AS SET FORTH IN SECTION 5 BECAUSE OF ANY DEFAULT OF PURCHASER
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.
SET.I.FR'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 SELT.FR 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 Agreement shall be
in writing and personally served, given by overnight express delivery, or given
by mail. Any notices given by mail shall be sent, postage prepaid, by certified
mail, return receipt requested, 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:
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Seller:
Purchaser:
Title Company:
James A. Wikstrom, James Wikstrom and
F. N. Halverson, as Co -Trustees of the W. 0.
Wikstrom Marital Trust
Halverson & Applegate, P.S.
311 North 4th Street
Yakima, WA 98901
Mr. R. A. Zais, Jr.
City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
Fidelity Title Company
406 North 2nd Street
Yakima, WA 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, terminate 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
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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 prior to closing; provided,
however, that Seller shall clear, grade, and clean up said Property 111 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 improvements 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.
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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 agreements,
whether written or oral, heretofore had between the parties hereto are merged in
this Agreement, which alone fully and completely expresses their agreement,
that neither party is relying upon any statement or representation not embodied
in this Agreement, 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 such 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.
Witness:
Attest:
(Seal)
City Clerk
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[PURCHASER]
CITY OF YAKIMA, WASHINGTON
By:
Dick Zais, City Manager
Seller's acceptance: day of , 1993. 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.
Witness:
Witness:
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[SET .I .FR]
James A. Wikstrom
By:
James Wikstrom and F. N. Halverson
as Co -Trustees of the W. 0. Wikstrom
Marital Trust
By:
By:
SCI#EDULE "A-1"
PARCEL "A"
Lots 17, 18, 19 and 20 of Block 53, Town of North Yakima, now Yakima, as
recorded in Volume "A" of Plats, Page 10, and rerecorded in Volume "E" of
Plats, Page 1, records of Yakima County, Washington.
PARCEL "B"
Lot 21, 22, 23, and 24, Block 53, Town of North Yakima (now Yakima),
according to the plat thereof recorded in Volume "A" of Plats, Page 10,
and rerecorded in Volume "E" of Plats, Page 1, records of Yakima County,
Washington.
PARCEL "C"
Lots 25 to 32 inclusive, Block 53, Town of North Yakima, recorded in
Volume "A" of Plats, Page 10, and rerecorded in Volume "E" of Plats, Page
1, records of Yakima County, Washington.
Situated in Yakima County, State of Washington.
Chicago Title Insurance Company.
Fidelity Title Company Office File Number 33311.
End of Schedule "A-1"
EXHIBITA
City of Yakima
Police Station/Legal Center
Primary Property Acquisition: Lots 1, 2, 3, & 4
Secondary Property Acquisition: Lots 5, & 6
South Second Street
East Walnut
Lot No. 1
Wikstrom
1ā
Lot No. 2
Armory
Lot No. 3
Goodwill
South Third Street
East Spruce Street
Lot No. 4
(Vacant)
Zien/Levinson
L
Lot No. 6
(Parking Lot)
Mon-Wai/Maggard
Lot No. 5
(Rentals)
J. Gleason
NORTH
EXHIBIT B
NO SCALE
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
For Meeting Of December 14, 1993
ITEM TITLE: Legislation pertaining to the Yakima Police Station/Legal Center.
SUBMITTED BY: Pleas Green, Chief of Police
CONTACT PERSON/TELEPHONE:
Pleas Green/575-7168
Dick Zais/575-6040
Raymond L. Paolella/575-6030
SUMMARY EXPLANATION: On November 16, 1993, the City Council decided that the
Yakima Police Station/Legal Center should be designed for and constructed on the
Wikstrom block. The Council directed staff to acquire the necessary property and to
bring back the necessary legislation to implement the Council's November 16, 1993
decision. Accordingly, the following items of legislation are attached for Council
action:
A. Resolution authorizing professional real estate appraisal services.
B. Resolution authorizing the execution of a Supplemental Agreement for
professional architectural services.
C Resolution authorizing the execution of Memorandum of Intent with the
Washington State Military Department to lease and/or purchase property
at 202 South 3rd Street.
(Continued on Page 2)
Resolution X Ordinance Contract Other(Specify)
Funding Source
APPROVED FOR SUBMITTAL:
City Manager
STAFF RECOMMENDATION: Adopt the legislation to implement the Council's decision
on the Police Station/Legal Center.
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolution No. R-93-129 (Item 9A) q3- / G
Resolution No. R-93-130 (Item 9B)
Resolution No. R-93-131 (Item 9C)
Resolution No. R-93-132
Resolution No. R-93-133
(1s)agenda/PD/lglcntr.rp
(Item 9D)
(Item 9E)
AGENDA STATEMENT (Page 2)
Item No.
For Meeting Of
SUMMARY EXPLANATION: (Continued)
D. Resolution authorizing the execution of Purchase and Sale Agreements
for property acquisition.
E. Resolution authorizing City Finance Director to administer the state grant
within overall project budget.
All of the foregoing are necessary legislative actions to fully implement the City
Council's November 16, 1993 decision on the Police Station/Legal Center. A sample Real
Estate Purchase and Sale Agreement to be used pursuant to Legislative Item D is
attached for the Council's information. A sample State Grant Administrative Action
pursuant to Legislative Item E is attached for the Council's information.
'_s)agenda/PD/lglcntr cp