HomeMy WebLinkAbout09/06/2022 11. Resolution declaring the property located at 501 South 12th Street, Yakima, Washington, to be surplus, and authorizing disposition of such parcel to Douglas H. Lemon upon mutually acceptable terms and conditions 1
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 11.
For Meeting of: September 6, 2022
ITEM TITLE: Resolution declaring the property located at 501 South 12th Street,
Yakima, Washington, to be surplus, and authorizing disposition of
such parcel to Douglas H. Lemon upon mutually acceptable terms
and conditions
SUBMITTED BY: Sara Watkins, City Attorney
SUMMARY EXPLANATION:
The City has been reviewing properties owned by the City and evaluating whether they should be
disposed of for various purposes. After evaluating the property at 501 South 12th Street, which
is a vacant lot, it was determined by staff that it would be an appropriate lot to surplus. The City
issued RFP 12233P for Development of City-Owned Property, which was published for public
response. Douglas Lemon was awarded the property through the RFP process. The City is
receiving fair market value for the property as part of the sale. The resolution both declares the
property surplus and then authorizes the City Manager to execute the necessary documents to
sell the property pursuant to the RFP to Douglas Lemon.
ITEM BUDGETED: NA
STRATEGIC PRIORITY: Neighborhood and Community Building
APPROVED FOR SUBMITTAL BY THE CITY MANAGER
RECOMMENDATION:
Adopt resolution.
ATTACHMENTS:
Description Upload Date Type
D Res-rroperty ourpius_501 S 12th St 8/17/2022 Resolution
D P&S Agreement_City&Douglas Lemon 8/17/2022 Contract
0 Covenant 501 S 12th St_City&Douglas Lemon 8/17/2022 Contract
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RESOLUTION 2022-
A RESOLUTION declaring the property located at 501 South 12th Street, Yakima,
Washington,to be surplus to the uses and needs of the City of Yakima, and
authorizing disposition of such parcel to Douglas H. Lemon pursuant to
RFP 12233P and upon mutually acceptable terms and conditions.
WHEREAS, pursuant to RCW 35.22.280(3),the City of Yakima can purchase and dispose
of real estate; and
WHEREAS, in 2006, the City of Yakima (City) acquired the property at 501 South 12th
Street, Yakima, Washington, 98901 ("Subject Property") through a Quit Claim Deed to the City of
Yakima, Parks and Recreation Department; and
WHEREAS, since that date, the City has not used the property for public purpose and it
has remained vacant since that date; and
WHEREAS, the property currently stands as an empty lot which must be maintained by
the City at City cost; and
WHEREAS, the City Council finds and determines that the property at 501 South 12th
Street, Yakima, Washington, is surplus to the uses and needs of the City of Yakima, and that a
declaration that the property is surplus, and an authorization for the disposition of the property are
in the best interests of the residents of the City of Yakima, and will promote the public health,
safety, and welfare; and
WHEREAS, the City solicited proposals for the construction of housing on the property
through RFP 12233P; and
WHEREAS, RFP 12233P was awarded to Douglas H. Lemon, who responded to the RFP
indicating his intention to build a duplex on the property; and
WHEREAS, the City obtained an appraisal of the property and it appraised at an amount
equal to or less than the amount for which Douglas H. Lemon has agreed to pay; and
WHEREAS, the property and surrounding properties are zoned general commercial, but
because of the City's need for housing, a covenant shall be placed on the property requiring it
remain in a residential use until 25 years elapse and surrounding properties are converted to
commercial use; and
WHEREAS, the City Council has reviewed the Purchase and Sale Agreement and
Covenant and finds that the purchase price of$65,000.00 is the fair market value of the property
taking into account the current condition of the property, and that it is being sold "as is," the
assessed value of the property; and
WHEREAS, the City Council finds and determines that authorizing the City Manager to
enter into the Purchase and Sale Agreement with Douglas H. Lemon is in the best interests of the
residents of the City of Yakima and will promote the general health, safety and welfare; now,
therefore,
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BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
Section 1. Fee title ownership of the property at 501 South 12th Street, Yakima,
Washington (Yakima County Assessor's Tax Parcel Number 191320-32484) (referred to as the
"Subject Property") is hereby declared surplus to the uses and needs of the City of Yakima.
Section 2. The City Manager is hereby authorized to dispose of the Subject Property
through executing the Purchase and Sale Agreement with Douglas H. Lemon, which is approved
by the City Council and attached hereto and based on the following:
(a) Douglas H. Lemon was awarded RFP 12233P, a published request for proposals to
develop this City-owned property, the recommendation for which was approved by
vote of the City Council on September 6, 2022;
(b) The property is sold "as is"to Douglas H. Lemon;
(c) The sale of the Subject Property will facilitate Douglas H. Lemon to construct additional
housing in the City of Yakima;
(d) A Covenant to ensure that the property remain housing and used as a residential use
until surrounding properties are converted to commercial uses is required on the
property; and
(e) The sale of the Subject Property is subject to the terms and conditions as detailed in
the Purchase and Sale Agreement attached hereto.
Section 3. The City Manager is authorized to sign and enter into a Purchase and Sale
Agreement between the City of Yakima and Douglas H. Lemon to sell the property commonly
known as 501 South 12th Street, Yakima, Washington, 98901, pursuant to the terms and
conditions listed in the Agreement, Exhibit "1," attached hereto and fully incorporated herein.
Section 4. The City Manager is authorized to approve the Covenant, attached hereto as
Exhibit "2," to ensure that the property remains in residential use, despite the fact that it is zoned
for general commercial use, until 25 years elapse and surrounding properties are converted to
commercial use.
Section 5. The City Manager is authorized to prepare and execute a deed of conveyance
to accomplish such sale in accordance with the terms and conditions above, and within the
Purchase & Sale Agreement, and to deliver such deed for recording by the purchaser upon
payment in full to the City of Yakima of the consideration described above.
Section 6. The City Manager is authorized to sign and/or execute any other documents
necessary to close the sale of the property under the terms and conditions of the RFP, Purchase
and Sale Agreement, Covenant, or closing requirements for the Subject Property.
Section 7. To the extent allowed by law, the City Council directs that the proceeds from
the sale of the Subject Property shall be paid to the City's general fund to be used by the Parks
& Recreation Department pursuant to the Quit Claim Deed.
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ADOPTED BY THE CITY COUNCIL this 6'h day of September, 2022.
Janice Deccio, Mayor
ATTEST:
Sonya Clear Tee, City Clerk
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PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement is made this 6th day of September, 2022 (the"Effective
Date"), by and between Douglas H. Lemon ("Buyer"), and City of Yakima, a Washington municipal
corporation ("Seller").
1. Purchase and Sale. Upon the terms and conditions set forth herein, Buyer agrees to buy
from Seller, and Seller agrees to sell to Buyer, the real property in Yakima, Yakima County,
Washington (the "Property) described as follows:
Lot 1, Block 2, GOLDENVIEW ADDITION TO NORTH YAKIMA, Washington,
according to the official plat thereof recorded in Volume "D" of Plats, Page 29,
record of Yakima County, Washington.
Situated in Yakima County, State of Washington
Commonly known as 501 South 12th Street, Yakima, Washington, 98901
2. Price. The purchase price for the Property shall be Sixty-Five Thousand Dollars
($65,000.00), payable in full in cash at Closing (the "Purchase Price"). Buyer shall pay to Seller
the Purchase Price, including the Earnest Money, in cash at Closing, unless otherwise specified
in this Agreement,and is not relying on any contingent source of funds, including funds from loans
or grants, the sale of other property, gifts, or future earnings, except to the extent otherwise
specified in this Agreement.
3. Earnest Money. Buyer shall provide Four Thousand Dollars($4,000.00) in Earnest Money
to be held by Closing Agent. If the escrow closes, all Earnest Money shall be credited against
the Purchase Price. In the event of default, forfeiture of the Earnest Money will be the remedy.
In the event this Agreement is cancelled, the Earnest Money shall be transferred to the party
entitled to the Earnest Money under this Agreement. Buyer shall deliver the Earnest Money within
2 days after mutual acceptance to the Closing Agent. The parties instruct the Closing Agent to
provide written verification of receipt of the Earnest Money and notice of dishonor of any check to
the parties at the addresses and/or email addresses provided herein.
4. Closing Agent. The Closing Agent will be Fidelity Title Company("Closing Agent',
"Escrow Agent" and/or"Title Company).
5. Title.
a. Review of Title. Within ten (10) business days of the Effective Date, Seller will
provide Buyer with a preliminary commitment for title insurance for the Property, together with
complete and legible copies of all exceptions and encumbrances noted thereon (the "Preliminary
Commitment"). Buyer shall have fifteen (15) days after receipt of the Preliminary Commitment
and Survey to advise Seller in writing of any encumbrances, restrictions, easements or other
matters (the"Exceptions")to which Buyer objects. All Exceptions to which Buyer does not object
in writing within the 15-day period shall be deemed accepted by Buyer.
If Buyer objects to any Exceptions within the 15-day period, Seller shall advise Buyer in
writing within five (5) days of receipt of Buyer's written objections (a) which Exceptions Buyer will
remove at Closing, (b) which Exceptions the title company has agreed to insure around in the title
policy to be issued at Closing (together with the proposed form of endorsement) and (c) which
Exceptions will not be removed or insured around.
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Within ten (10) days of receipt of Seller's response to Buyer's written objections, and
assuming Seller has not agreed to remove all exceptions to which Buyer objects, Buyer shall notify
Seller in writing of Buyer s election to either(a)terminate this Agreement, in which event the Earnest
Money shall be returned to Buyer, or(b)waive its objections to the Exceptions the title company has
agreed to insure around and the Exceptions Seller will not remove or insure around, in which event
such Exceptions shall be deemed accepted by Buyer.
Notwithstanding the foregoing, Seller agrees to remove all financial encumbrances and liens
at or prior to Closing, and if Seller fails to do so, Buyer may cause any remaining financial
encumbrances and liens to be satisfied in full at Closing from the Purchase Price.
b. Title Insurance. Seller shall cause Title Company to deliver to Buyer at Closing an
ALTA form of standard form owner's policy of title insurance issued by Fidelity Title Company in
the face amount of the purchase price, dated the date of Closing, insuring Buyer's title subject to
no exceptions other than the standard printed exceptions and the Exceptions deemed accepted
by Buyer pursuant to Section 3.1 above. The policy of title insurance shall also include the
endorsements Title Company agreed to provide in accordance with Section 3.1 above and such
other endorsements as Buyer may reasonably request. Seller agrees to provide whatever
indemnities or affidavits the Title Company may require to remove from the policy of title insurance
the standard preprinted exception for parties in possession and the standard preprinted exception
for mechanics liens.
c. Condition of Title. Unless otherwise specified in this Agreement, title to the
Property shall be marketable at Closing. The following shall not cause the title to be
unmarketable: rights, reservations, covenants, conditions and restrictions, presently of record
and general to the area; easements and encroachments, not materially affecting the value of or
unduly interfering with Buyer's reasonable use of the Property; and reserved oil and/or mining
rights. Monetary encumbrances or liens not assumed by Buyer shall be paid or discharged by
Seller on or before Closing.
6. Escrow. Immediately upon execution of this Agreement by both parties, Buyer will
deliver a fully executed copy of this Agreement to Escrow Agent. An escrow for this transaction
shall be established with Escrow Agent, and Escrow Agent is engaged to administer the escrow.
This Agreement constitutes escrow instructions to Escrow Agent. Should Escrow Agent require
the execution of additional escrow instructions, Buyer and Seller agree to execute the same;
however, such instructions shall be construed as applying only to Escrow Agent's engagement,
and if there are conflicts between the terms of this Agreement and the terms of such additional
escrow instructions, the terms of this Agreement shall control. Escrow Agent agrees to be
bound by the terms of this Agreement as they relate to the duties of the Escrow Agent; however,
such Agreement does not constitute Escrow Agent as a party to this Agreement.
7. Contingencies, Obligations, and Sale of Property"As Is"
a. Waiver of Seller Disclosure Statement. Pursuant to RCW 64.06, as amended by
Chapter 64, laws of 2010, Buyer hereby waives its right to receive the seller disclosure
statement referred to therein with respect to the property. Any seller disclosure information
provided is not binding on the Seller but provided as a courtesy. It is the intent of Buyer that any
Seller Disclosure Statement provided by Seller will not be relied upon by Buyer, and shall give
Buyer no rights with respect to Seller or under this Agreement. This waiver of the right to the
disclosure statement or rights held thereunder applies to the Seller Disclosure Statement, if any,
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provided to Buyer during this Agreement and applies prospectively to any updated or revised
Seller Disclosure Statements that may be provided by Seller to Buyer. These provisions shall
survive the Closing.
b. Investigation of Property. Seller shall provide or make available to Buyer for inspection
and copying to the extent available or within Seller's possession or control all documents and
information pertaining to the Property, including, but not limited to, all studies, surveys,
architectural renderings, plans and specification with respect to the Property except documents
not available for public disclosure. During the period from the date of execution of this
Agreement until the earlier of Closing or cancellation of this Agreement, Seller grants Buyer the
non-exclusive right and license for Buyer and Buyer's representatives, agents, and contractors
to enter upon the Property for purposes of investigating and inspecting the Property and
performing tests, studies and analyses with respect to the Property. However, Buyer may not
enter the Property without giving Seller advance written notice of what tests, studies and
analyses Buyer intends to have performed and when and where such tests, studies or analyses
will be performed. Seller shall have the right to have a representative present for all such
activities. In addition to the foregoing, prior to entering the Property, Buyer shall have in effect
at all times when Buyer is authorized to come on the Property, commercial general liability
insurance in a minimum amount of at least Two Million Dollars ($2,000,000.00), combined
single limit per occurrence, insuring Buyer against claims for personal injury, death, and
property damage or destruction, and naming Seller as a primary, non-contributing additional
insured. Buyer agrees to indemnify, defend, and hold harmless Seller, its elected and
appointed officials, officers, employees, attorneys, agents, and volunteers, from any and all
claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and
all judgments, awards, costs and expenses (including reasonable costs and attorney fees)
which result or arise from Buyer's performance under this Section of this Agreement, and/or out
of the negligent acts or omissions of Buyer, its officials, officers, employees, or agents, when
entering, inspecting or any actions occurring on the Property pursuant to this Section. If this
Agreement is cancelled by either Buyer or Seller, Buyer agrees, at is expense, to promptly
repair any damage to the Property as a result of its activities pursuant to this Section. With
respect to any inspection or investigation that will require excavations, borings or drilling, or any
other invasive activities on the Property, Buyer shall submit to Seller a written plan describing
the proposed activities for Seller s written approval. Buyer can only proceed with the plan once
approved by Seller. Seller shall have the right to have a representative of Seller observe any
testing activities and to request and receive samples of any of the materials collected for
analysis by or for Buyer. Buyer shall restore the Property to substantially its condition
immediately before the work and promptly after the work is completed, but not later than five (5)
business days after any disturbance or damage occurs. In entering upon the Property, Buyer
and its representative will not unreasonable interfere with Seller s use of the Property, interfere
with the operation or maintenance of the Property, damage any part of the property or any
personal property owned or held by any entitle, injure or cause bodily harm to Seller or any
other person or entity, or permit any liens to attach to the Property by reasons of the exercise of
Buyer s rights under this Section.
c. Due Diligence Period. As used herein the Due Diligence Period, or Review Period,
means the period ending on the earlier of(i)the date that is thirty (30) days from the execution
of this Agreement by both parties; (ii)the date that is five (5) days after Seller's receipt of
Buyer's written notice to terminate the Due Diligence Period prior to the end of the 30 day
period; or(iii)the closing of the sale.
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d. Buyer's Right to Terminate. If the conditions set forth in this section are not satisfied in
Buyer's sole and absolute discretion, Buyer shall have the right, prior to the expiration of the
Due Diligence Period, to terminate its rights and obligations under this Agreement by sending
written notice to Seller, and Buyer's Earnest Money shall be returned to it, and Buyer and Seller
shall have no further rights or obligations under this Agreement except as otherwise provided in
this Agreement.
e. "As Is" Purchase. BUYER AND ITS REPRESENTATIVES, PRIOR TO THE DATE
OF CLOSING, WILL HAVE BEEN AFFORDED THE OPPORTUNITY TO MAKE SUCH
INSPECTIONS OF THE PROPERTY AND MATTERS RELATED THERETO AS BUYER, AND
ITS REPRESENTATIVES DESIRE. BUYER ACKNOWELDGES AND AGREES THAT THE
PROPERTY IS TO BE SOLD TO AND ACCEPTED BY BUYER IN AN "AS IS" CONDITION
WITH ALL FAULTS. SELLER MAKES NO REPRESENTATION OR WARRANTY AS TO THE
CONDIITON OF THE PROPERTY OR ANY ENVIRONMENTAL INFORMATION REGARDING
THE PROPERTY. OTHER THAN AS PROVIDED IN SECTION 15 SELLER'S
REPRESENTATIONS AND WARRANTIES, SELLER MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH
RESPECT TO THE PROPERTY; IN PARTICULAR, BUT WITHOUT LIMITATION, SELLER
MAKES NO REPRESNTATIONS OR WARRANTIES WITH RESPECT TO THE USE,
CONDITION, TITLE, OCCUPATION OR MANAGEMENT OF THE PROPERTY, OR
COMPLIANCE WITH APPLICABLE STATUTES, LAWS, CODES, ORDINANCES,
REGULATIONS, REQUIREMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS
(WHETHER OR NOT OF RECORD). BUYER ACKNOWLEDGES THAT IT IS ENTERING
INTO THIS AGREEMENT ON THE BASIS OF BUYER'S OWN INVESTIGATION OF THE
PHYSICAL AND ENVIRONMENTAL CONDITIONS OF THE PROPERTY, INCLUDING THE
SUBSURFACE CONDITIONS, AND BUYER ASSUMES THE RISK THAT ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS MAY NOT HAVE BEEN REVEALED BY
ITS INVESTIGATION. BUYER ACKNOWLEDGES THAT NOTWITHSTANDING ANY PRIOR
OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESENTATIONS, STATEMENTS,
DOCUMENTS OR UNDERSTANDINGS, THIS AGREEMENT CONTITUTES THE ENTIRE
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THE PURCHASE AND SALE OF THE PROPETY AND SUPERSEDES ANY
SUCH PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN REPRESNTATIONS,
STATEMENTS, DOCUMENTS OR UNDERSTANDINGS.
f. BUYER, FOR ITSELF, ITS SUCCESSORS, AND ASSIGNS, HEREBY WAIVES,
RELEASES, ACQUITS AND FOREVER DISCHARGES SELLER AND/OR SELLER'S
EMPLOYEES, REPRESENTATIVES, AGENTS, HEIRS AND PREDECESSORS, OF AND
FROM ANY AND ALL CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS,
RIGHTS, DAMAGES, COSTS, EXPENSES, PEANLTIES, FINES OR COMPENSATION
WHATSOEVER, DIRECT OR INDIRECT, WHICH BUYER NOW HAS OR WHICH BUYER MAY
HAVE IN THE FUTURE ON ACCOUNT OF OR IN ANY WAY ARISING OUT OF OR IN
CONNECTION WITH THE KNOWN OR UNKNOWN PHYSICAL OR ENVIRONMENTAL
CONDITION OF THE PROPERTY(INCLUDING WITHOUT LIMITATION ANY
CONTAMINATION IN, ON, UNDER OR ADJACENT TO THE PROPERTY BY ANY
HAZARDOUS OR TAOXIC SUBSTANCE OR MATERIAL), OR ANY FEDERAL, STATE OR
LOCAL LAW, ORDINANCE, RULE OR REGULATION APPLICABLE THERETO, INCLUDDNG,
WITHOUT LIMITATION, THE TOXIC SUBSTANCES CONTROL ACT; THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE COMPENSATION AND LIABILITY ACT;
THE RESOURCE CONSERVATION AND COMPENSATION AND LIABILITY ACT; THE
RESOURCE CONSERVATION AND RECOVERY ACT; AND THE MODEL TOXICS CONTROL
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ACT. THE FOREGOING SHALL APPLY REGARDLESS OF ANY NEGLIGENCE OR STRICT
LIABILITY OF SELLER, OR SELLER'S EMPLOYEES, REPRESENATIVES, AGENTS, HEIRS
OR PREDECESSORS.
g. IT IS THE INTENT OF THE PARTIES THAT AFTER THE DATE OF CLOSING,
SELLER AND OTHER RELEASED PARTIES SHALL HAVE NO LIABILITY WHATSOEVER TO
BUYER FOR ANY CONDITIONS OF THE PROPERTY.
h. BUYER AND SELLER AGREE THAT THIS SECTION SHALL SURVIVE CLOSING.
8. Survey. During the Review Period, Buyer may at Buyer's sole option obtain a survey of
the Property or update any existing Survey provided by Seller.
9. Closing.
a. Time and Place of Closing. Closing shall occur in the office of Fidelity Title Company on
or before November 31, 2022. Closing means the date on which all documents are recorded
and the sale proceeds are available to Seller. If the Closing Date falls on a Saturday, Sunday,
legal holiday as defined in RCW 1.16.050, or day when the county recording office is closed, the
Closing Agent shall close the transaction on the next day that is not a Saturday, Sunday, legal
holiday, or day when the county recording office is closed. Buyer and Seller shall work together
to ensure all instruments and documents necessary to complete the transaction in accordance
with this Agreement are drafted and filed.
b. Closing Statement. Prior to Closing, Escrow Agent will prepare separate closing
settlement statements for Seller and Buyer, reflecting the various charges, prorations and credits
applicable to each party, as provided in this Agreement. Each party shall have the right to review
and approve its closing statement to ensure it conforms to this Agreement.
c. Closing Costs. At Closing, closing costs shall be paid as follows:
1. Seller's Closing Costs. Seller shall pay(i)the premium for a standard coverage policy
of title insurance and the endorsements required to insure around the Exceptions the
Title Company agreed to insure around in accordance with Section 3.1 above; and (ii)
deed recording fees.
2. Buyer's Closing Costs. Buyer shall pay (i) the additional title premium for extended
coverage and the costs of any title insurance endorsements required by Buyer (other
than the costs of the title insurance endorsements to be provided by Seller pursuant
to subparagraph (a) above); (ii) any costs, taxes, or fees associated with taxation of
property removed from the status of being owned by the City; and (iii) any other fees
associated with the transfer that are not paid by Seller.
3. Prorations. Any utility fees, costs or obligations, including, but not limited to
wastewater, water, stormwater or other fees associated with any utilities, shall be
prorated as of Closing.
d. Deliveries at Closing.
4. Seller's Delivery. At Closing, Seller shall deliver the following:
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Statutory Warranty Deed, conveying title to the Land to Buyer, subject to
no encumbrances, claims and defects other than the Exceptions deemed
approved by Buyer pursuant to Section 5 of this Agreement.
ii F I RPTA Affidavit.
iii Such other documents that may be necessary or appropriate to transfer
and convey all of the Property to Buyer and to otherwise consummate this
transaction in accordance with the terms of this Agreement.
5. Buyer's Delivery. At Closing, Buyer shall deliver the following:
Cash in the amount of the Purchase Price plus Buyer s Closing Costs.
ii Such other documents that may be necessary or appropriate to transfer
and convey all of the Property to Buyer and to otherwise consummate this
transaction in accordance with the terms of this Agreement.
10. Possession. Possession of the Property shall be delivered to Buyer upon the Closing.
11. Risk of Loss. Seller shall deliver the Property to Buyer at Closing in substantially the same
condition existing as of the date hereof. Buyer agrees to take the Property"as is."
12. Condemnation. If the Property or any part thereof is or becomes the subject of a
condemnation proceeding prior to Closing, Buyer may, at its option, terminate this Agreement by
giving notice of such termination to Seller, and upon such termination the Earnest Money shall be
refunded to Buyer; provided, however, that Buyer may elect to purchase the Property (or such
portions thereof as have not been taken in the condemnation proceeding), in which case the total
purchase price shall be reduced by the total of any condemnation award received by Seller at or
prior to Closing. On Closing, Seller shall assign to Buyer all Seller's rights in and to any future
condemnation awards or other proceeds payable or to become payable by reason of any taking.
Seller agrees to notify Buyer of eminent domain proceedings immediately after Seller learns
thereof.
13. Default. In the event Buyer fails, without legal excuse, to complete the purchase of the
Property, the Buyer is in default and the Earnest Money shall be forfeited to the Seller as the sole
and exclusive remedy available to Seller for such failure.
14. Representations and Warranties of Seller. Seller represents and warrants to Buyer only
as follows:
a. Seller. Seller is a municipal corporation under the laws of the State of Washington, and
has full power and authority to enter into and to perform its obligations under this Agreement.
Subject to the approval of this Agreement by the Yakima City Council, the persons executing this
Agreement on behalf of the Seller have full power and authority to do so and to perform every act
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and to execute and deliver every document and instrument necessary or appropriate to
consummate the transactions contemplated by this Agreement.
b. Enforceability of Agreement. Subject to the approval of this Agreement by the Yakima
City Council,this Agreement and each of the documents and agreements to be delivered by Seller
at Closing, constitute legal, valid and binding obligations of Seller.
c. Title. As of the date of Closing, Seller shall have good, marketable, indefeasible title to
the Property(including, without limitation, the Land and Improvements)free and clear of all liens,
claims and encumbrances except for Exceptions deemed accepted by Buyer pursuant to Section
5 above. Seller has no knowledge of any condemnation or eminent domain proceedings now
pending or anticipated with respect to the Land. There are no parties in possession of any portion
of the Property as lessees, tenants-at-sufferance, invitees or purported purchasers that have not
been specifically disclosed in writing to Buyer.
d. Litigation. There is no claim, litigation, proceeding or governmental investigation pending,
or, so far as known to Seller, threatened against or relating to Seller, Seller's properties or
business,the Property, or the transactions contemplated by this Agreement,or any dispute arising
out of any contract or commitment entered into regarding the Property, nor is there any basis
known to Seller for any such action or claim.
e. No Defaults. Neither the execution or delivery of this Agreement, the consummation of
the transactions contemplated hereby, nor the fulfillment of the terms hereof, will conflict with or
result in a breach of any of the terms, conditions or provisions of, or constitute a default under,
any agreement or instrument which affects the Property or to which the Property is subject or any
applicable laws or regulations of any governmental body having jurisdiction over the Property. To
Seller's knowledge there are no consents, waivers, authorizations or approvals from any third
party necessary to be obtained by Seller in order to carry out the transactions contemplated by
this Agreement.
f. Additional Encumbrances. Other than those listed in the Title Report, to Seller's
knowledge there are no special or general assessments levied or are threatened against any part
of the Property; the Property is not subject to any special tax classification that would trigger any
compensating tax if Buyer does not continue the special tax classification (such as forestry,
agriculture or open space); and there are no leases, tenancies, rights of parties in possession,
options, rights of first refusal, occupancy agreements, licenses, or other rights or agreements by
which third parties have an interest in or right to use the property.
g, Hazardous Substances. Seller makes no representations or warranties concerning
hazardous substances. Buyer purchases the property"as is."
h. Buyer Expressly Waives Receipt of Seller's Disclosure Statement pursuant to
RCW 64.06.005(7). Buyer, pursuant to RCW 64.06.005 hereby expressly waives
receipt of the Seller's Disclosures required under RCW 64.06.015, purchases and
takes the property "as is, where is."
Except for the representations and warranties set forth above and in the conveyance documents to
be delivered at Closing, the Property is being sold to Buyer"as is, where is,"without representation
and warranty. Buyer acknowledges that Buyer will have the opportunity to inspect the Property and
determine the physical condition thereof,and that Seller has made no representations and warranties
with respect thereto.
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15. Representations and Warranties of Buyer.
a. Buyer. Buyer is Douglas H. Lemon. The person executing this Agreement on behalf of Buyer
has full power and authority to do so and to perform every act and to execute and deliver every
document and instrument necessary or appropriate to consummate the transactions contemplated
by this Agreement. All entity action on the part of Buyer which is required for the execution, delivery
and performance by Buyer of this Agreement and each of the documents and agreements to be
delivered by Buyer at Closing have been duly and effectively taken.
b. Enforceability of Agreement. This Agreement and each of the documents and agreements
to be delivered by Buyer at Closing, constitute legal, valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their respective terms.
c. Neither the execution of this Agreement nor the performance by Buyer of its obligations under
this Agreement will result in any breach or violation of(A) the Buyer's actual knowledge, the terms
of any law, rule, ordinance, or regulation or of(B) any decree,judgment or order to which Buyer or
any board member or employee of Buyer is a party know in effect from any court or government
body. There are no consents, waivers, authorizations or approvals from any third party necessary
to be obtained by Buyer in order to carry out the transactions contemplated by this Agreement. The
execution and delivery of this Agreement and performance by Buyer of its obligations under this
Agreement will not conflict with or result in a breach or default(or constitute an event which,with the
giving of notice or the passage of time, or both, would constitute a default) under Buyer s
organizational documents or any indenture, mortgage, lease, agreement, or other instrument to
which Buyer is a party or by which Buyer or any of its assets may be bound.
16. Liabilities and Assumption of Obligations. Except as expressly provided herein, Buyer
shall not assume or take subject to any liabilities or obligations of the Property or Seller existing
or accrued as of the date of Closing, and Seller shall pay the same as they mature and shall hold
Buyer harmless with respect to all such liabilities and obligations. Liabilities and obligations of
the Property accruing after the date of Closing shall be the responsibility of Buyer. Each party
agrees to indemnify, defend and hold the other party harmless with respect to the liability and
responsibility of such party in accordance with this Section.
17. Negotiation and Construction. This Agreement and each of the terms and provisions
hereof are deemed to have been explicitly negotiated between the parties, and the language in
all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not
strictly for or against either party. Each of the parties to this Agreement acknowledges that such
party has had the benefit of independent counsel with regard to this Agreement and that this
Agreement has been prepared as a result of the joint efforts of all parties and their respective
counsel. Accordingly, all parties agree that the provisions of this Agreement shall not be
construed or interpreted for or against any party to this Agreement based upon authorship or any
other factor but shall be construed and interpreted according to the ordinary meaning of the words
used so as to fairly accomplish the purposes and intentions of all parties to this Agreement.
18. Brokers and Finders., Seller and Buyer each warrant that they have not dealt with any
broker in connection with this transaction. If any person shall assert a claim to a finder's fee,
brokerage commission or other compensation on account of alleged employment as a finder or
broker or performance of services as a finder or a broker in connection with this transaction, the
party under whom the finder or broker is claiming shall indemnify, defend and hold harmless the
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other party for, from and against any and all claims in connection with such claim or any action
or proceeding brought on such claim.
19. Governing Law. This Agreement shall be construed according to the laws of the state of
Washington.
20. Waiver. No waiver of any of the provisions of this Agreement shall constitute a waiver of
any other provision, whether or not similar, nor shall any waiver be a continuing waiver. Except
as expressly provided in this Agreement, no waiver shall be binding unless executed in writing by
the party making the waiver. Either party may waive any provision of this Agreement intended for
its benefit; provided, however, such waiver shall in no way excuse the other party from the
performance of any of its other obligations under this Agreement.
21. Notices. All notices, demands, requests, consents and approvals which may, or are
required to, be given by any party to any other party hereunder shall be in writing and shall be
deemed to have been duly given if (a) delivered personally, (b) sent by a nationally recognized
overnight delivery service, (c)electronically transmitted with confirmation sent by another method
specified in this Section 16 or (d) if mailed or deposited in the United States mail and sent by
registered or certified mail, return receipt requested, postage prepaid to:
SELLER: Robert Harrison, City Manager
City of Yakima
129 N 2nd Street
Yakima, WA 98901
Email: bob.harrison@yakimawa.gov
BUYER: Douglas H. Lemon
c/a Reed Pell, Attorney at Law
31 Chicago Avenue, Apt. 4
Yakima, WA 98902
Email: RCPHousing@hotmail.com
Either party hereto may by proper notice made by the other party designate such other address for
giving of notices. All notices shall be deemed given on the day such notice is delivered(or if refused,
the date of such refusal), or transmitted by electronic mail transmission, or on the third business day
following the date such notice is mailed in accordance with this Section; provided, however, that the
time period in which a response to any such notice, demand, or request must be given shall
commence on the date of receipt thereof. Notices on behalf of the respective parties may be given
by their attorneys and such notices shall have the same effect as if in fact subscribed by the party on
whose behalf it is given.
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22. Assignment. Buyer may not assign this Agreement, or Buyer's rights hereunder, without
Seller's prior written consent, which may be withheld for any reason or no reason at all.
23. Time is of the Essence. Time is of the essence of this Agreement and of all terms and
provisions hereof.
24. Binding Effect. Except as limited by provisions herein, the provisions of this Agreement
are binding upon and shall insure to the benefit of the parties and their respective heirs, personal
representatives, successors and assigns.
25. Entire Agreement. This Agreement contains the entire understanding between the parties
and supersedes any prior agreements between them respecting the subject matter hereof. No
modification of this Agreement shall be effective unless agreed in writing and signed by Buyer
and Seller. The parties acknowledge that a signature in electronic form has the same legal effect
and validity as a handwritten signature.
26. Further Assurances and Documentation. As and to the extent otherwise contemplated by
this Agreement, each party to this Agreement agrees that it will at any time and from time to time
after the date hereof, at its sole cost and expense, immediately following the reasonable request
of the other party, promptly execute, acknowledge (if necessary) and deliver or cause to be
properly executed, acknowledged (if necessary) and delivered, such agreements, certificates,
statements, instruments and documents and promptly take, or promptly cause to be taken, such
other and further steps and actions, as may be required by law or as reasonably shall be deemed
necessary by the other party in order to more fully effect, evidence or carry out the intent and
purposes of this Agreement.
27. Survival. The following obligations of the parties will survive the Closing or cancellation of
this Agreement, whether contained in this Agreement or in any agreement, instrument, or other
document given by a party in connection with the transactions contemplated by this Agreement:
(a) any and all obligations of the parties that are to be performed following the closing; (b) all
indemnity obligations of the parties; and (c) any other obligation with respect to which it is
expressly provided that it will survive the Closing or cancellation of this Agreement.
28. Severability. If any portion of this Agreement is determined to be unconstitutional,
unenforceable or invalid, such portion of this Agreement shall be stricken from and construed for
all purposes not to constitute a part of this Agreement, and the remaining portion of this
Agreement shall remain in full force and effect and shall, for all purposes, constitute the entire
Agreement.
29. Counterparts. This Agreement may be executed in several counterparts, which shall be
treated as originals for all purposes, and all counterparts so executed shall constitute one
agreement, binding on all the parties hereto, notwithstanding that all the parties are not signatory
to the original or to the same counterpart. Any such counterpart shall be admissible into evidence
as an original hereof against the person who executed it.
15
DATED the day and year first above written.
BUYER: Douglas H. e on
SELLER: City of Yakima,
a Washington Municipal Corporation
By
Robert Harrison
Its: City Manager
16
After Recording Return To:
City of Yakima
Engineering Department
129 North 2nd Street
Yakima,WA 98901
COVENANT
GRANTOR: DOUGLAS H. LEMON
GRANTEE: CITY OF YAKIMA, a municipal corporation
LEGAL DESCRIPTION: Lot 1, Block 2, GOLDENVIEW ADDITION TO
NORTH YAKIMA, Washington, according to the
official plat thereof recorded in Volume "D" of Plats,
Page 29, records of Yakima County, Washington
ASSESSOR'S TAX NUMBER: 191320-32484
COVENANT TO USE PROPERTY FOR RESIDENTIAL USE
THIS AGREEMENT is entered into this day of
between the CITY OF YAKIMA (hereinafter referred to as "City"), and DOUGLAS H. LEMON,
their agents, heirs, successors and/or assigns (collectively referred to as "Owner),
consideration for which is mutually acknowledged, to bind Owner to use the Property described
as follows for solely residential uses under the terms and conditions of this Covenant:
Lot '1, Block 2, Goldenview Addition to North Yakima, Washington, according to
the official plat thereof recorded in Volume "D" of Plats, page 29, records of
Yakima County, Washington.
17
THE PARTIES AGREE:
1. The Property's uses are restricted to residential uses only for a minimum of twenty-
five years. Residential uses may include home occupation businesses, if properly
permitted by the City and law.
2. If twenty-five years elapse and the directly adjacent properties are no longer being
used for residential uses, the Property may be used for any use allowed based on
the Yakima Zoning Code in place at the time of the desired use change.
3. The directly adjacent properties, for purposes of this Covenant, are as follows:
a. Yakima County Tax Assessor's Parcel No. 191320-32485:
GOLDENVIEW ADDITION, LOT 2, BLOCK 2, Volume "D" of Plats, page 29,
records of Yakima County, Washington.
Commonly known as 503 South 12th Street, and any child parcels or subdivisions
thereof.
b. Yakima County Tax Assessor's Parcel No. 191320-32483
EAST 1/2 OF LOT 26, BLOCK 1, GOLDENVIEW ADDITION, Volume "D"of Plats,
page 29, records of Yakima County, Washington.
Commonly known as 502 South 12th Street, and any child parcels or subdivisions
thereof.
c. Yakima County Tax Assessors Parcel No. 191320-32504
LOTS 21, 22, 23, and 24, BLOCK 2, GOLDENVIEW ADDITION, Volume"D" of
Plats, page 29, records of Yakima County, Washington.
Commonly known as 504 South 13th Street, and any child parcels or subdivisions
thereof.
4. Violation of this Covenant will result in the Property reverting back to the City,
including any improvements thereon, at no cost to the City.
5. This Covenant shall run with the land.
‘OW R:\ ip
DOUGLA" H. LEMON
Date:
18
ACCEPTED AND APPROVED by the City of Yakima
CITY OF YAKIMA
Robert Harrison, City Manager
Date:
STATE OF WASHINGTON )
ss.
County of Yakima
I CERTIFY that I know or have satisfactory evidence that DOUGLAS H. LEMON is the
person who appeared before me, and said person acknowledges that they signed this
instrument, and on oath stated that they were authorized to execute this instrument and
acknowledged it to be their free and voluntary act for the uses and purposes mentioned in the
instrument.
DATED this day of Al
yz-,7
TARY PUBLIC, in and for th- State of
Washington, residing at:
My Appointment expires: if z