HomeMy WebLinkAboutR-1995-054 Fire Department Training ComplexRESOLUTION NO. R-95- 54
A RESOLUTION authorizing and directing the City Manager and City Clerk of
the City of Yakima to execute purchase and sale agreements
with eleven landowners to acquire property for the Yakima
Fire Department Training Complex Expansion of City of Yakima
Fire Station No. 5
WHEREAS, in November 1994, the citizens of Yakima voted to issue Bonds to
fund the building of a Fire Department Training Complex in order to maintain a
highly trained and efficient fire fighting force; and
WHEREAS, it has been determined that the best place to construct a Fire
Department training complex is adjacent to existing First Station No. 5, and
WHEREAS, it will be necessary to acquire properties in the vicinity of
Yakima Fire Station No 5 in order to provide adequate area for the Fire
Department Training Complex; 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 Fire Department Training Complex,
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 Central Park Addition to the City of North Yakima, now
Yakima, as recorded in Volume "A" of Plats, Page 46, Records of Yakima County,
Washington for the following specific parcels of land.
Landowner parcel No.
Joe Denman 191330-14443
Linda Talton 191330-14445
John Morman 191330-14446
Linda Talton 191330-14447
Ernest Morse 191330-14448
Joe Denman 191330-14546
Anna L. Farris 191330-14542
Art & Ana Valadez 191330-14460
Darrel G Hickman 191330-14459
Jose Cortez 191330-14458
Mary Mayo 19133044456
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, provided, however, that the total aggregate purchase price for all the above-
specified parcels of land shall not exceed Four Hundred Thirteen Thousand Two
Hundred Seventy Dollars ($413,270.00) 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 and subject to validated appraisals, using real estate purchase
and sale agreements that have been approved as to form by the City Attorney The
City Manager is further authorized to take all necessary and prudent actions to
complete the purchase, including, but not limited to, the procurement of
professional services for necessary Phase I/Phase II Environmental Site
Assessments.
ADOPTED BY THE CITY COUNCIL this\\'` ' day of �i. ' X , 1995
ATTEST p Mayor
KaAe , yQ J cvr-►
City Clerk
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(1s)res/fire dept )w
-Q/
PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this c7f Al day of J C4 AYE , 1995,
by and between JOSE CORTEZ and MARIA CORTEZ, 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 (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 ' 'x, i %NN.,S,c,.4 Fvc A/u,4014c4 004‘,1,0-r($ 60.) Soo ' _°) (hereinafter referred to as
"Purchase Price").
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 Two Thousand Dollars ($2,000.00), in cash or by City of Yakima
Warrant, shall be deposited with Fidelity Title Insurance Company, 406 North
2nd Street, Yakima, Washington 98901 (hereinafter referred to as "Title
Company") [this 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. Said
balance shall be deposited by the City of Yakima with Fidelity Title Insurance
Company and distributed to Seller in accordance with Section 5 hereof.
Page 1 of 8
usi.or/cortezpurchaso s mi..fw
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. Purchaser shall at a minimum complete a Phase
I environmental audit of the property. 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) 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.
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 Two Thousand Dollars
($2,000.00), 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 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
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c:.lagr/corcezparcna.e s eai.4v
(3) issue and deliver to Purchaser the standard owner'spolicy P y of title
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 insurance; policy of
(3) Seller's pro rata share of real estate taxes (whetherenercl
special) assessed against the Property and due and payable for the r
of closing; and
year
(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 (whethere
and due and
year of closing.
or special) assessed against the Propertyg neral
payable for the
Sactiou. i I
Upon closing of escrow as set forth in Section 5, title to the Property
conveyed by Seller to Purchaser by a duly executed StatutoryWarrant' Deed. Title to
the realty shall be in fee simple and clear of all liens, encumbrance p rtti shall d
reservations other than the following:
s, exceptions, and
(1) Non -delinquent real estate taxes (whether general or special
(2) Rights reserved in federal patents or state deeds; )'
(3) Building or use restrictions consistent with current zonin
government platting and subdivision requirements; g, other than
(4) Utility easements;
(5) Items disclosed in the preliminary title report and expressly approved
in writing or waived in writing by Purchaser.
ec i n 7. eller' Re . re
Ion A arr. n
In. emni
(a) Definition of "Hazardou tan " When used in this Agreement
term "hazardous substance" shall be defined to mean any substance or material
toxic defined or designated as hazardous or toxic waste, hazardous or g ement the
ic material, a
Page 3 of 8
11.)avr/corcezDurcha.e c .ale. )v
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:
Seller:
Purchaser:
Title Company:
Jose Cortez and Maria Cortez
1.3C) e4- S. i pti. St,
Vie//P o )0141 moo/
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 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.
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(13)agr/corce.purchaae s eale.jv
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 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 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.
Section 17. 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
bodied in this
party is b Inthgeupon other, andtthat�th s Agreent or ement representation
not berchanged except
Agreement, madey
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- 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
CITY CONTRACT MO. 6-567
ER -54)
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o..e:Culr-hate a .a.e iw
[PURCHASER]
CITY OF YAKIMA, WASHINGTON
By: �V�
Dick Zais, City Manager
Seller's acceptance: WA day of s UI\i , 1995. 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:
Page 8 of 8
(1s)agr/corte:purchasc & sale.jv
[SELLER]
Bv:
i
ism
Jose Cortez
By: j2 4 e� )�-
Maria Cortez
PARCEL A
The South 71.135 feet of the West 150 feet of Lot 12, Central Park Addition to the City of
North Yakima, now Yakima, Washington, recorded in Volume "A" of Plats, Page 46,
Records of Yakima County, Washington, Except the West 20 feet thereof.
(Yakima County Tax Parcel Number 191330-14456)
PARCEL B
The North 10 feet of the South 71.135 feet of the East 150 feet of Lot 12, Central Park
Addition to the City of North Yakima, now Yakima, Washington, recorded in Volume
"A" of Plats, Page 46, Records of Yakima County, Washington.
(Yakima County Tax Parcel Number 191330-14454)
PARCEL C
The North 41 feet of the South 112.1 feet of the West 140 feet of Lot 12 and the North 10
feet of the South 81.1 feet of the East 150 feet of said Lot 12, Central Park Addition to
the City of North Yakima, now Yakima, recorded in Volume "A" of Plats, Page 46,
Records of Yakima County, Washington.
(Yakima County Tax Parcel Number 19133-14458)
EXHIBIT A
it
14446 14445
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14455 -
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es reproduced by United Systems Software Company 18001 969.8727
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oftware Company (800) 989.8727
Exhibit "B"
9C -S1
PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this 21\1day of 41 AY , 1995,
by and between LINDA C. TALTON, a single person, (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
(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 Eighty -Six Thousand Dollars ($86,000.00) (hereinafter referred to as
"Purchase Price").
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 Two Thousand Dollars ($2,000.00), in cash or by City of Yakima
Warrant, shall be deposited with Fidelity Title Insurance Company, 406 North
2nd Street, Yakima, Washington 98901 (hereinafter referred to as "Title
Company") [this 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. Said
balance shall be deposited by the City of Yakima with Fidelity Title Insurance
Company and distributed to Seller in accordance with Section 5 hereof.
Page l of 8
Is l ag[/Calton put.. le7v
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. Purchaser shall at a minimum complete a Phase
I environmental audit of the property. 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) 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.
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 Two Thousand Dollars
($2,000.00), 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 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;
Page 2 of 8
11.7.Fr/talc= purnaale7v
(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) 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) The cost of recording the Statutory Warranty Deed;
(2) 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 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 estate 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
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(1s)agr/cal:on pur.salejv
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.
(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.
(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 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.
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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 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 July 31, 1995 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 SALE 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. 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 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,
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11.1nr/carton purssalejv
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:
Seller:
Purchaser:
Title Company:
L'7'01
da C. Talton
7 'o 1 C1.. Av-)
(1
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 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.
Page 6 of 8
(1.7agr/calcon pur..1.iv
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 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 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.
Section 17. 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 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 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.
[PURCHASER]
Witness: CITY OF YAKIMA, WASHINGTON
L-rf411, iirsuDJA_
Attest:
!2e-6-ut a-, (Seal)
City Clerk
Page 7 of 8
Ilalagr calve �aale7..
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Dick Zais, City Manager
Seller's acceptance: ga day of OW , 1995. 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:
Page 8 of 8
:slag:/calcon Dunsalejv
[SELLER]
By:
Linda C. Talton
PARCEL A
The North 150 feet of the West 50 feet of the East 75 feet of the West half of Lot 11,
CENTRAL PARK ADDITION TO THE CITY OF NORTH YAKIMA, now Yakima, recorded in
Volume "A" of Plats, page 46, records of Yakima County, Washington.
TOGETHER WITH all water rights appurtenant thereto and all water rights possessed
by the grantors appertaining thereunto.
(Yakima County Tax Parcel Number 191330-14445)
PARCEL B
The South 40 feet of the North 190 feet of the West half of Lot 11, CENTRAL PARK
ADDITION TO YAKIMA, according to the official plat thereof, recorded in Volume "A"
of Plats, page 46, records of Yakima County, Washington.
(Yakima County Tax Parcel Number 191330-14447)
PARCEL C
The South 40 feet of the North 230 feet of the West half of Lot 11, CENTRAL PARK
ADDITION TO YAKIMA, according to the official plat thereof, recorded in Volume "A"
of Plats, page 46, records of Yakima County, Washington.
(Yakima County Tax Parcel Number 19133-14448)
EXHIBIT A
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PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this a day of L 7 , 1995,
by and between PAUL L. FARRIS and GENE A. FARRIS, tenants in common,
(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 (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 Fifty -Five Thousand Dollars ($55,000.00), (hereinafter referred to as
"Purchase Price").
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 Two Thousand Dollars ($2,000.00), in cash or by City of Yakima
Warrant, shall be deposited with Fidelity Title Insurance Company, 406 North
2nd Street, Yakima, Washington 98901 (hereinafter referred to as "Title
Company") [this 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. Said
Page 1 of 8
r)agrrri, )v
balance shall be deposited by the City of Yakima with Fidelity Title Insurance
Company and distributed to Seller in accordance with Section 5 hereof.
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) . tisf:ctor Envir.nm-ntal Audit and F-asi.ilit udie . 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. Purchaser shall at a minimum complete a Phase
I environmental audit of the property. 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.
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 Two Thousand Dollars
($2,000.00), 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 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
Page 2 of 8
(3) issue and deliver to Purchaser the standard owner's policy of title
insurance.
At closing,
(a) Seller shall pay the following:
(1) 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;
(4) The premium for the issuance of the standard owner's policy of
title insurance; and
(5) The Washington State real estate excise tax, if any.
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 estate 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.
Page 3 of 8
.1, lap: ,:arras Jv
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.
(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.
(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 environmental statutes,
Page 4 of 8
,15)aur/farria jv
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 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 September 30, 1995 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 SALE 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. SELLER'S ACTUAL DAMAGES IN
THE EVENT OF SUCH DEFAULT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO
Page 5 of 8
(Isla:: fa[ris iw
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 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:
Seller:
Purchaser:
Title Company:
Paul L. Farris
3O0( S _ btl\ Arc
Gene A. Farris
/7yro) A/.oJs (/sr
S A inte A 're 67
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 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
Page 6 of 8
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 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 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.
Section 17. 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 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 such action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
Page 7 of 8
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first herein written.
Witness:
Attest "".�-
` -Y— 2 Ie¢Seal)
City Clerk
[PURCHASER]
CITY OF YAAKIMA, WASHINGTON
By:
•
Dick Zais, City tanager
CITY CONTRACT NO. (45 `' (1-(4C---614)
Seller's acceptance: -5 day o
Property on the terms and conditions s
of a copy of the Agreement, signed by both
Page 8 of 8
Ils)agr/[atria.
parties.
[SELLER]
, 1995. Seller agrees to sell the
herein. Seller acknowledges receipt
By: (J (7+ • Sd—vt--4
Paul L. Farris
By:
By:
By:
Mrs. Paul L. Farris
Gene A. Farris
Mrs. Gene A. Farris
The North 30.1 feet of the South 142.3 feet of the West 140 feet;
AND the North 61.1 feet of the South 142.3 feet of the East 160 feet;
AND the West 12.5 feet of the North 127.73 feet;
AND the South 30 feet of the North 157.73 feet of the West 68 feet of Lot 12, CENTRAL
PARK ADDITION TO THE CITY OF NORTH YAKIMA, now Yakima, Washington, according
to the plat thereof recorded in Volume "A" of Plats, Page 46, records of Yakima
County, Washington.
Situated in Yakima County, State of Washington.
(Tax Parcel Number 191330-14542)
EXHIBIT A
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Exhibit
R- cis—5LI-
PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this 23 day of "G ci c r , 1995,
by and between JOHN MORMON and WYLMA MORMON, 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 (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 Seventy -Three Thousand Five Hundred Dollars ($73,500.00) (hereinafter
referred to as "Purchase Price").
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 Two Thousand Dollars ($2,000.00), in cash or by City of Yakima
Warrant, shall be deposited with Fidelity Title Insurance Company, 406 North
2nd Street, Yakima, Washington 98901 (hereinafter referred to as "Title
Company") [this 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. Said
balance shall be deposited by the City of Yakima with Fidelity Title Insurance
Company and distributed to Seller in accordance with Section 5 hereof.
Page 1 of 8
11s1agr/purchase c pale )v
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. Purchaser shall at a minimum complete a Phase
I environmental audit of the property. 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) 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.
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 Two Thousand Dollars
($2,000.00), 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 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
Page 2 of 8
(1slagx/purchase fi sale.jw
(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
title insurance;
(3) Seller's pro rata share of real
special) assessed against the Property
of closing; and
of the standard owner's policy of
estate taxes (whether general or
and due and payable for the year
(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.
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 estate 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
Page 3 of 8
(1s)agr purchase s sale J.
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.
(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.
(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 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.
Page 4 of 8
Ils)agr/puzchaoe & aale.Jv
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 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 September 30, 1995 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 SALE 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. 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 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,
Page 5 of 8
(lslagr/purchase s sale.jv
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:
Seller:
Purchaser:
Title Company:
John Mormon
808 Central Avenue
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 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.
Page 6 of 8
(Is7agr/purchases sale 3.
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 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 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.
Section 17. 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 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 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.
[PURCHASER]
Witness: CITY OF YAKIMA, WASHINGTON
'irk" ainntio(
Attest:
(Seal)
City Clerk
Seller's acceptance: &J day of , 1995. Seller agrees to sell the
Property on the terms and conditions specif d herein. Seller acknowledges receipt
of a copy of the Agreement, signed by both parties.
By:�`y'��
Dick Zais, City Manager
r
CITY CONTRACT NO. gS 8.3i R.9 / m
Page 7 of 8
(ls)agr/purchased sale
[SELLER]
Oe:"............... rNe (64.74 ---By: r% - 5J 1
Witness:
4->:_.,(-e By://, i...,-(-0----- /2,4z.,...y„,,-
Page 8 of 8
Ils)agr/purchase & sale jv
PARCEL A
The West 90 feet of the North 150 feet of Lot 11 of CENTRAL PARK ADDITION TO THE
CITY OF NORTH YAKIMA, now Yakima, according to the plat thereof recorded in
Volume "A" of Plats, page 46, records of Yakima County, Washington.
Assessor's Parcel No. 191330-14446
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EXHIBIT B
.__ ...J L 11..;1..1 ;,,.(sent cnllw.re Comnenv 18001 989.8777
PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this t "' day of N i , 1995,
by and between LINDA C. TALTON, a single person, (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
(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 Eighty -Six Thousand Dollars ($86,000.00) (hereinafter referred to as
"Purchase Price").
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 Two Thousand Dollars ( $2,000.00), in cash or by City of Yakima
Warrant, shall be deposited with Fidelity Title Insurance Company, 406 North
2nd Street, Yakima, Washington 98901 (hereinafter referred to as "Title
Company") [this 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. Said
balance shall be deposited by the City of Yakima with Fidelity Title Insurance
Company and distributed to Seller in accordance with Section 5 hereof.
Page 1 of 8
( ls)a9r/Calton pur&salrjw
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. Purchaser shall at a minimum complete a Phase
I environmental audit of the property. 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) 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.
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 Two Thousand Dollars
($2,000.00), 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 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;
Page 2 of 8
(1o)agr/[a1Con pur,a1Q,
(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) 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) The cost of recording the Statutory Warranty Deed;
(2) 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 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 estate 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
Page 3 of 8
(1r)ngr/talton Pwr.cc,lciw
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.
(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.
(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 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.
Page 4 of 8
(1s)agr/Calton purs_alo,
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 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 July 31, 1995 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 SALE 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. 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 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,
Page 5 of 8
«s»g_,t ton purs e,w
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:
Seller:
Purchaser:
Title Company:
Linda C. Talton
Fy 0_3
?I)G
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 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.
Page 6 of 8
(101a9r/Calton pvrh;aic�w
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 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 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.
Section 17. 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 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 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:
1/9-L-64)-e_(Seal)
City Clerk
Page 7 of 8
(1slasr/Calton pur£saloiw
-cis s< -l -
[PURCHASER]
CITY OF YAKIMA, WASHINGTON
Dick Zais, City anager
Seller's acceptance: day of , 1995. 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.
Page 8 of 8
(12)agr/ealeon purr,alejw
[SELLER]
By:
Linda C. Talton
PARCEL A
The North 150 feet of the West 50 feet of the East 75 feet of the West half of Lot 11,
CENTRAL PARK ADDITION TO THE CITY OF NORTH YAKIMA, now Yakima, recorded in
Volume "A" of Plats, page 46, records of Yakima County, Washington.
TOGETHER WITH all water rights appurtenant thereto and all water rights possessed
by the grantors appertaining thereunto.
(Yakima County Tax Parcel Number 191330-14445)
PARCEL B
The South 40 feet of the North 190 feet of the West half of Lot 11, CENTRAL PARK
ADDITION TO YAKIMA, according to the official plat thereof, recorded in Volume "A"
of Plats, page 46, records of Yakima County, Washington.
(Yakima County Tax Parcel Number 191330-14447)
PARCEL C
The South 40 feet of the North 230 feet of the West half of Lot 11, CENTRAL PARK
ADDITION TO YAKIMA, according to the official plat thereof, recorded in Volume "A"
of Plats, page 46, records of Yakima County, Washington.
(Yakima County Tax Parcel Number 19133-14448)
EXHIBIT A
t..4414
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14538 7
.15
14499 3
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Exhibit "B"
PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this day of --7`'(44)/(4' _ , 1995,
by and between JOSE CORTEZ and MARIA CORTEZ, 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 (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,S®x7 `e riino 0 csac cd ($ (oO, 600 (hereinafter referred to as
"Purchase Price").
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 Two Thousand Dollars ($2,000.00), in cash or by City of Yakima
Warrant, shall be deposited with Fidelity Title Insurance Company, 406 North
2nd Street, Yakima, Washington 98901 (hereinafter referred to as "Title
Company") [this 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. Said
balance shall be deposited by the City of Yakima with Fidelity Title Insurance
Company and distributed to Seller in accordance with Section 5 hereof.
Page 1 of 8
(lc)agr/cor[czpurcha— & sale.jw
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. Purchaser shall at a minimum complete a Phase
I environmental audit of the property. 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) 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.
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 Two Thousand Dollars
($2,000.00), 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 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
Page 2 of 8
(1.)a9r/corte.purcha_o .c ca1e.9w
(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
title insurance;
(3) Seller's pro rata share of real
special) assessed against the Property
of closing; and
of the standard owner's policy of
estate taxes (whether general or
and due and payable for the year
(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.
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 estate 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
Page 3 of 8
(1.gr/c or—purcha^c x aa1o.lw
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.
(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.
(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 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.
Page 4 of 8
(1�)agr/cor[ezPvr<ha^c :. calc Jw
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 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 JUL L 2/ sY , 1995, or at
such time thereafter as mutually agreed by the parties, but in any event only 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 SALE 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. 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 Agreement shall be in
writing and personally served, given by overnight express delivery, or given by
Page 5 of 8
11o)agr/coreczpurchacc s :alc.jw
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:
Seller:
Purchaser:
Title Company:
Jose Cortez and Maria Cortez
/2,0
`iNkin J G',,Q t d
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 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.
Page 6 of 8
,,c)oor/corcozpurehase o _ole j,
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 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 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.
Section 17. 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 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 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:
4uy--�-�` (Seal)
City Clerk
CITY CONTRACT MO.
Page 7 of 8
11u)a5r/oort o,uroha::o 4 oa1e.]w
[PURCHASER]
CITY OF YAKIMA, WASHINGTON
By:
Dick Zais, CitylvIanager
Seller's acceptance: day of , 1995. 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.
Page 8 of 8
as)aar/eorcc:Purehace
[SELLER]
By:
Jose Cortez
By: ,t',1
Maria Cortez
PARCEL A
The South 71.135 feet of the West 150 feet of Lot 12, Central Park Addition to the City of
North Yakima, now Yakima, Washington, recorded in Volume "A" of Plats, Page 46,
Records of Yakima County, Washington, Except the West 20 feet thereof.
(Yakima County Tax Parcel Number 191330-14456)
PARCEL B
The North 10 feet of the South 71.135 feet of the East 150 feet of Lot 12, Central Park
Addition to the City of North Yakima, now Yakima, Washington, recorded in Volume
"A" of Plats, Page 46, Records of Yakima County, Washington.
(Yakima County Tax Parcel Number 191330-14454)
PARCEL C
The North 41 feet of the South 112.1 feet of the West 140 feet of Lot 12 and the North 10
feet of the South 81.1 feet of the East 150 feet of said Lot 12, Central Park Addition to
the City of North Yakima, now Yakima, recorded in Volume "A" of Plats, Page 46,
Records of Yakima County, Washington.
(Yakima County Tax Parcel Number 19133-14458)
EXHIBIT A
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Exhibit "$"
PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this a' c- day of 'J , 1995,
by and between PAUL L. FARRIS and GENE A. FARRIS, tenants in common,
(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 (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 Fifty -Five Thousand Dollars ($55,000.00), (hereinafter referred to as
"Purchase Price").
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 Two Thousand Dollars ($2,000.00), in cash or by City of Yakima
Warrant, shall be deposited with Fidelity Title Insurance Company, 406 North
2nd Street, Yakima, Washington 98901 (hereinafter referred to as "Title
Company") [this 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. Said
Page 1 of 8
(1s1a9r/farri_ iw
balance shall be deposited by the City of Yakima with Fidelity Title Insurance
Company and distributed to Seller in accordance with Section 5 hereof.
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. Purchaser shall at a minimum complete a Phase
I environmental audit of the property. 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.
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 Two Thousand Dollars
($2,000.00), 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 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
Page 2 of 8
(3) issue and deliver to Purchaser the standard owner's policy of title
insurance.
At closing,
(a) Seller shall pay the following:
(1) 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;
(4) The premium for the issuance of the standard owner's policy of
title insurance; and
(5) The Washington State real estate excise tax, if any.
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 estate 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.
Page 3 of 8
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.
(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.
(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 environmental statutes,
Page 4 of 8
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 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 September 30, 1995 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 SALE 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. SELLER'S ACTUAL DAMAGES IN
THE EVENT OF SUCH DEFAULT BY PURCHASER WOULD BE DIFFICULT OR IMPOSSIBLE TO
Page 5 of 8
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 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:
Seller: Paul L. Farris
`2- c 0 Y- .c _
Purchaser:
Title Company:
(;A K
('
Gene A. Farris
-'
r 4f1 /
Se WA `7?/6
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 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
Page 6 of 8
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 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 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.
Section 17. 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 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 such action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
Page 7 of 8
(18)ani/carrl: jw
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first herein written.
Witness:
Attest:
--r;'u — /', Seal)
City Clerk
[PURCHASER]
CITY OF YAKIMA, WASHINGTON
By:
Dick Zais, City Manager
CITY COhTDAC7 Fio. qs— ( qS'6 T)
Seller's acceptance: -S day of
Property on the terms and conditions s
of a copy of the Agreement, signed by both parties.
cif'ed
Page 8 of 8
Ilc)aer/farria ;w
[SELLER]
By:
By:
, 1995. Seller agrees to sell the
herein. Seller acknowledges receipt
Paul L. Farris
Mrs. Paul L. Farris
By:
Gene A. Farris
By: r%Y/
Mrs. Gene A. Farris
The North 30.1 feet of the South 142.3 feet of the West 140 feet;
AND the North 61.1 feet of the South 142.3 feet of the East 160 feet;
AND the West 12.5 feet of the North 127.73 feet;
AND the South 30 feet of the North 157.73 feet of the West 68 feet of Lot 12, CENTRAL
PARK ADDITION TO THE CITY OF NORTH YAKIMA, now Yakima, Washington, according
to the plat thereof recorded in Volume "A" of Plats, Page 46, records of Yakima
County, Washington.
Situated in Yakima County, State of Washington.
(Tax Parcel Number 191330-14542)
EXHIBIT A
35
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,s fe:produeed by United Systems SoffWefe Company 18001 969•8727
mow 869-8727
ftware Company (800) 989.8727
Exhibit "B"
PURCHASE AND SALE AGREEMENT
This Agreement is made and entered into this ;73 day of � r° , 1995,
by and between JOHN MORMON and WYLMA MORMON, 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 (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 Seventy -Three Thousand Five Hundred Dollars ($73,500.00) (hereinafter
referred to as "Purchase Price").
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 Two Thousand Dollars ($2,000.00), in cash or by City of Yakima
Warrant, shall be deposited with Fidelity Title Insurance Company, 406 North
2nd Street, Yakima, Washington 98901 (hereinafter referred to as "Title
Company") [this 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. Said
balance shall be deposited by the City of Yakima with Fidelity Title Insurance
Company and distributed to Seller in accordance with Section 5 hereof.
Page 1of8
11<)aar/pureha:e s rale jw
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. Purchaser shall at a minimum complete a Phase
I environmental audit of the property. 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) 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.
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 Two Thousand Dollars
($2,000.00), 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 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
Page 2 of 8
(1_lanr/purchase s ::ale jw
(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
title insurance;
(b)
(3) Seller's pro rata share of real
special) assessed against the Property
of closing; and
of the standard owner's policy of
estate taxes (whether general or
and due and payable for the year
(4) The Washington State real estate excise tax, if any.
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.
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 estate 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
Page 3 of 8
,,c,aor/purcha-e F :alc.jw
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.
(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.
(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 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.
Page 4 of 8
(1c)agr/purchar,. 6 vale. jw
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 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 September 30, 1995 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 SALE 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. 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 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,
Page 5 of 8
(1:„gr,Pwtcho,0 s :.plc ;w
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:
Seller:
Purchaser:
Title Company:
John Mormon
808 Central Avenue
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 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.
Page 6 of 8
(le)agr/puichaoc b sale jw
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 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 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.
Section 17. 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 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 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:
Et.-i�
City Clerk
(Seal)
[PURCHASER]
CITY OF YAKIMA, WASHINGTON
By:
Dick Zais, City Manager
.:,? CONNr.c7 o. 9s g31R-9s54t
Seller's acceptance: day of 0..4t�,' , 1995. Seller agrees to sell the
Property on the terms and conditions specif d herein. Seller acknowledges receipt
of a copy of the Agreement, signed by both parties.
Page 7 of 8
11 lagr/Purcha::Q
Page 8 of 8
(1SIagr/purchase sale.jw
[SELLER]
By:
By:
PARCEL A
The West 90 feet of the North 150 feet of Lot 11 of CENTRAL PARK ADDITION TO THE
CITY OF NORTH YAKIMA, now Yakima, according to the plat thereof recorded in
Volume "A" of Plats, page 46, records of Yakima County, Washington.
Assessor's Parcel No. 191330-14446
EXHIBIT A
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EXHIBIT B
This form was reproduced by United Systems Software Company (BOO) 969.8127
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made and entered into this " day of
1995, by and between MYRTHIELD DENMAN (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 (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 One Hundred and Ten Thousand ($110,000.00) (hereinafter
referred to as "Purchase Price"). Both parties understand that the property has
an appraised value of One Hundred and Thirteen Thousand Dollars
($113,000.00). Seller shall be compensated for the additional value as follows:
City will assume all real estate taxes due on the property from the date of
closing; Mirthield Denman shall retain a life estate in the existing house and
Parcel "A.' Mfrthield Denman agrees to forgo any and all relocation costs to
which she would otherwise be entitled. City shall undertake to aid Mirthield
Denman so as to meet condition (d) of Section 4 of this Agreement. City shall
pay all fees reasonably necessary to achieve condition (d) of Section 4.
Page 1 of 9
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 Two Thousand Dollars ($2,000.00), in cash or by City
of Yakima Warrant, shall be deposited with Fidelity Title Insurance
Company, 406 North 2nd Street, Yakima, Washington 98901 (hereinafter
referred to as "Title Company") [this 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.
Said balance shall be deposited by the City of Yakima with Fidelity Title
Insurance Company and distributed to Seller in accordance with Section
5 hereof.
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. Purchaser shall at a minimum complete a Phase I environmental
audit of the property. 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) 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.
Page 2 of 9
(d) Lot Line Adjustment. Seller shall have the current lot lines
redrawn so as to create the two (2) parcels which are subject to this
Agreement. Such lot line adjustment shall be completed prior to closing.
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 Two Thousand
Dollars ($2,000.00), 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 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.
Page 3 of 9
(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.
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 estate 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;
(6) Seller shall retain life estate to Parcel "A" in herself.
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.
(3) Federal Clean Air Act, 42 U.S.C. § 7401-7626.
Page 4 of 9
(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
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
Page 5 of 9
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
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 January 6, 1996 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 SALE 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.
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.
Page 6 of 9
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:
Seller: Mirthield Denman
814 Central Avenue
Yakima, WA 98901
Purchaser: Mr. R. A. Zais, Jr.
City Manager
City of Yakima
129 North Second Street
Yakima, WA 98901
Title Company: 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
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.
Page 7 of 9
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 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 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.
Section 17. 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 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 such action to enforce or interpret this
Agreement shall lie in the Superior Court of Washington for Yakima County,
Washington.
Section 19. Seller enters into this Agreement under imminent threat of
condemnation by Purchaser. Seller understands that Purchaser has taken
legislative action to initiate condemnation proceedings against the Property.
Page 8 of 9
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first herein written.
[PURCHASER]
Witness: CITY OF YAKIMA, WASHINGTON
By: `
Dick Zais, City Manager
Attest:
,� /cam (Seal)
City Clerk
Seller's acceptance: . 1 day of /,' _ _ _ , 1995. 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:
-
By:
MMrthield Denman
Page 9 of 9
PARCEL A
The north 127 feet of the east half of Lot 11, CENTRAL PARK ADDITION TO
THE CITY OF NORTH YAKIMA, now Yakima, Washington, according to the plat
thereof recorded in Volume "A" of Plats, page 46, Records of said County.
(Tax Parcel Number 191330-14443)
PARCEL B
The east half of Lot 11, CENTRAL PARK ADDITION TO THE CITY OF NORTH
YAKIMA, now Yakima, Washington, according to the plat thereof recorded in
Volume "A" of Plats, page 46, Records of said County, EXCEPTING
THEREFROM the South 2 feet and EXCEPTING THEREFROM the North 127
feet; and the South 70 feet of the East 25 feet of the West one half of Lot 11,
CENTRAL PARK ADDITION TO THE CITY OF NORTH YAKIMA, now Yakima,
Washington, according to the plat thereof recorded in Volume "A" of Plats, page
46, Records of said County.
EXHIBIT A
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