HomeMy WebLinkAboutR-1995-169 Sale of ParcelsRESOLUTION NO. R-95- 11f9
A RESOLUTION authorizing and directing the City Manager and City Clerk of
the City of Yakima to execute a real estate Purchase and Sale
Agreement with Antonio Adeline, Katherina Adeline, and
Cleo Rumpakis, d/b/a Alpha Enterprises.
WHEREAS, the City of Yakima has Urban Development Action Grant
(UDAG) repayment funds available from the federal government that may be
used for property acquisition within the Central Business District; and
WHEREAS, Antonio Adeline, Katherina Adeline, and Cleo Rumpakis,
d/b/a Alpha Enterprises desire to sell certain parcels located within the first
block of North First Street between Yakima Avenue and "A" Street to the City;
and
WHEREAS, on January 24, 1995 the City executed a previous real estate
Purchase and Sale Agreement for this property, which agreement was
subsequently terminated on March 10, 1995 because of the discovery of soil
contamination at the site; and
WHEREAS, the City has subsequently negotiated a new transaction with
the Adeline family subject to new conditions precedent, including a
satisfactory environmental cleanup and remediation of the property pursuant
to all applicable environmental laws and consent decrees with the Washington
State Department of Ecology; and
WHEREAS, City Council finds that the acquisition of this property would
be in the best interest of the citizens of the City of Yakima, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager and City Clerk of the City of Yakima are hereby
authorized and directed to execute a real estate Purchase and Sale Agreement
in substantially the same form as the attached Purchase and Sale Agreement
with Antonio Adeline, Katherina Adeline, and Cleo Rumpakis, d/b/a Alpha
Enterprises, and the City Manager is further authorized to take all necessary
and prudent actions to complete the purchase and acquisition of the property
described in the attached Purchase and Sale Agreement, including, but not
limited to, the negotiation, execution, and completion of the consent decree
with the Washington State Department of Ecology, together with
environmental remediation of the property, and all reasonably associated
actions to obtain an environmental release from the Department of Ecology.
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Final execution of all transactional documents is subject to review and
approval as to form by the City Attorney
s�
ADOPTED BY THE CITY COUNCIL this $ day of , 1995.
ATTEST* _ Mayor
City Clerk
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PURCHASE AND SALE AGREEMENT
THIS AGREEMENT is made and entered into this day of December,
1995, by and between ANTONIO ADELINE, KATERINA ADELINE, and CLEO
RUMPAKIS, d/b/a Alpha Enterprises, a general partnership (FIN
#91-1021802), (hereinafter referred to as "Sellers") 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:
WHEREAS, on January 24, 1995, the Sellers and the Purchaser
excuted a real estate purchase and sale agreement for property located in
the vicinity of 16 North First Street in the City of Yakima, Washington,
and
WHEREAS said January 24, 1995, agreement provided in Section 4(b)
a condition precedent to sale requiring a satisfactory environmental audit
and feasibility study, and
WHEREAS, on March 10, 1995, the Purchaser City of Yakima
transmitted by certified mail its notice of nonsatisfaction of conditions
precedent to sale pursuant to Section 4 of said agreement, thereby
terminating the January 24, 1995, real estate purchase and sale
agreement based upon the presence of perchloroethylene (PCE) and
petroleum hydrocarbon contamination of the Property, and
WHEREAS the parties have subsequently negotiated a new
transaction subject to new conditions precedent, including a satisfactory
environmental cleanup and remediation of the Property pursuant to all
applicable environmental laws and consent decrees with the Washington
State Department of Ecology, now, therefore,
IT IS MUTUALLY AGREED by and between the parties hereto as
follows:
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Section 1. Purchase and Sale of the Property.
Sellers hereby agree 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 Sellers' right, title, and
interest in and to the buildings, improvements, appurtenances, and
fixtures located thereon. The sale property and all improvements attached
thereto (except those belonging to tenants) 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
Sellers shall be the sum of Three Hundred and Sixty -Five Thousand Dollars
($365,000.00) ("Purchase Price").
Section 3. Payment of the Purchase Price.
The Purchase Price shall be paid by Purchaser to Sellers as follows:
(a) Within twenty (20) days of execution of this Agreement by
both parties, the sum of Ten Thousand Dollars ($10,000.00), in cash
or by City of Yakima Warrant, to be deposited with Fidelity Title
Insurance Company, 406 North 2nd Street, Yakima, Washington
98901 ("Title Company") [the Ten Thousand Dollar ($10,000.00)
deposit and accrued interest thereon shall hereafter be referred to
as "Escrow Fund"]; and
(b) At the time of closing of escrow, Purchaser shall pay to
Sellers the balance of the Purchase Price in cash or by City of
Yakima Warrant.
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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, Sellers 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 Remediation and Consent Decree.
The parties acknowledge that the Property apparently has some level
of soil/groundwater contamination involving perchloroethylene
(PCE) and petroleum hydrocarbons. Accordingly, a Department of
Ecology approved site remediation process must be conducted under
the Washington State Model Toxics Control Act (MTCA), RCW Chapter
70.105D, and such remediation must be deemed satisfactory to
Purchaser in its sole and exclusive discretion. The parties
contemplate that one or more consent decrees will be negotiated
with the Department of Ecology to define the scope and extent of
necessary remediation, including a prospective purchaser consent
decree pursuant to RCW 70.105D.040(5). These consent decree
negotiations, together with legally adequate site remediation
efforts, shall, as a condition precedent to closing of this
transaction, be fully completed, approved, and deemed satisfactory
by the City of Yakima in its sole and exclusive discretion. Notice of
Satisfaction of this condition shall be provided by Purchaser to
Seller in writing no later than May 31, 1996. Failure to give such
notice within said time period shall be deemed to be
nonsatisfaction.
(c) Availability of City Funding. The terms and conditions of this
transaction are subject to the availability of City of Yakima funding.
Notice of Satisfaction of this condition shall be given by Sellers to
Purchaser on or before March 1, 1996. Failure to give such notice
within said time period shall be deemed to be satisfaction.
In the event that any one of the foregoing conditions precedent is not
satisfied in the manner set forth above, then the Escrow Fund shall be
returned to Purchaser, and this Agreement shall terminate and be without
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(k1w)real eetat.(r.v ).rp
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
Ten Thousand Dollars ($10,000.00), 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 Sellers 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 Sellers 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 Sellers the Purchase Price; and
(3) issue and deliver to Purchaser the standard owner's
policy of title insurance.
At closing,
(a) Sellers 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) Sellers' pro rata share of real estate taxes (whether
general or special) assessed against the Property and due and
payable for the year of closing, including any LID or other
assessments;
(4) The Washington State real estate excise tax, if any; and
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(k1w)real aatata(rev ).ry
(5) Commission payable to Almon Realty, Inc., as a result of
the sale.
(b) Purchaser shall pay the following costs:
(1) One-half of the escrow fee;
(2) The cost of recording the Statutory Warranty Deed; and
(3) Purchaser's pro rata share of real estate taxes (whether
general or special) assessed against the Property and due and
payable for the year of closing, including any LID or other
special assessments.
Section 6. Title.
Upon closing of escrow as set forth in Section 5, title to the
Property shall be conveyed by Sellers to Purchaser by a duly executed
Statutory Warranty Deed. Title to the realty shall be in fee simple and
clear of all liens, encumbrances, exceptions, and reservations other than
the following:
(1) Non -delinquent real property taxes and assessments (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. Sellers' 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 now
existing, including, but not limited to, the statutes listed below:
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(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. Sellers represent and
warrant to Purchaser that the following are true and correct as of
the date of closing:
(1) There are no hazardous substances present on or under
the Property;
(2) Sellers have not caused or permitted any activities on
the Property which directly or indirectly resulted in a release
of hazardous substances on or under the Property;
(3) Any hazardous substances that may have been released or
present on or under the Property have been properly treated,
remediated, cleaned up, removed, and disposed of in
compliance with all federal, state, and local environmental
statutes, regulations, consent decrees, and ordinances,
including, but not limited to, the statutes listed in subsection
(a) above;
(4) Sellers shall at all times retain any and all liabilities
arising from the off-site handling, treatment, storage,
transportation, or disposal of hazardous substances by Sellers;
and
(5) Sellers have 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.
(c) Indemnities. Sellers 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 Sellers' 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 under the Property during
Sellers' ownership, possession, or control of the Property.
(d) Survive Closing. The foregoing representations, warranties,
and indemnities shall survive the closing of this transaction.
Section 8. Closing; Possession.
Time is of the essence in this transaction, and escrow for the
Property shall close on or before June 15, 1996. 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 SELLERS AS SELLERS' SOLE REMEDY AND AS LIQUIDATED
Page 7 of 11
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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. SELLERS' 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, 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:
Sellers:
Purchaser:
Title Company:
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Antonio Adeline
c/o Bill Almon
Almon Realty, Inc.
4114 Summitview Avenue
Yakima, WA 98908
Katerina Adeline
5 Crest Circle
Yakima, WA 98908
Cleo Rumpakis
c/o Bill Almon
Almon Realty, Inc.
4114 Summitview Avenue
Yakima, WA 98908
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 Sellers 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 Sellers, 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 Sellers, 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.
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.
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Section 16. Fixtures.
The buildings, structures, and other improvements on the Property
may, at Sellers' option, be removed from said Property prior to closing;
provided, however, that Sellers 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 Sellers, which credit shall be applied to reduce
the Purchase Price balance due at closing. In the event of such removal,
Sellers shall cap off and seal all utility connections in conformance with
all applicable standards of professional skill, competence, and care,
including, but not limited to, the Uniform Building Code so that Purchaser
will be able to readily use said utility connections.
Section 17. Special Provision.
Sellers represent that they are not a foreign corporation, and
withholding of Federal Income Tax from the amount realized will not be
made by Purchaser. An Affidavit and Certification prepared in
conformance with IRS regulations under Section 1445 of the Internal
Revenue Code will be executed by Sellers.
Section 18. Entire Agreement.
It is understood and agreed that all understandings and agreements,
whether written or oral, heretofore had between the parties hereto are
merged in this Agreement, which alone fully and completely expresses
their agreement, that neither party is relying upon any statement or
representation not embodied in this Agreement, made by the other, and
that this Agreement may not be changed except by an instrument in
writing signed by both parties.
Section 19. Litigation.
In the event that any suit or action is instituted by either party to
enforce compliance with or interpret any of the terms, covenants, or
conditions of this Agreement, the prevailing party shall be entitled to
collect, in addition to necessary court costs, such sums as the court may
adjudge as reasonable attorney fees. The venue for any such action to
enforce or interpret this Agreement shall lie in the Superior Court of
Washington for Yakima County, Washington.
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Section 20. Counterparts.
This Agreement may be executed in any number of counterparts, each
of which will be deemed to be an original and all of which together will
constitute a single agreement.
PURCHASER
CITY OF YAKIMA, WASHINGTON Witness:
By:
R. A. Zais, Jr., City Manager
Attest:
(Seal)
City Clerk
Sellers' acceptance: day of , 1995. Sellers agree to
sell the Property on the terms and conditions specified herein. Sellers
acknowledge receipt of a copy of the Agreement, signed by all parties.
SELLERS
Katerina Adeline, partner Antonio Adeline, partner
Cleo Rumpakis, partner
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Lots 13 through 19, Block 10, Town of North Yakima, now Yakima, Yakima
County, Washington. Recorded in Volume "E" of Plats, Page 1, records of
Yakima County, Washington.
Yakima County Assessor Parcel Numbers: 191319-23403; 191319-23404;
191319-23405; 191319-23406; and 191319-23407.
EXHIBIT A
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October 20, 1995
Mr. Raymond L. Paolella
City Attorney
424 E. Yakima Avenue Suite 100
Yakima, WA 98901
Re: Adeline Property Transaction
Dear Mr. Paolella:
RECFIVFn
OCT 2 3 1995
CITY ur r nnH
COMMUNITY DEVELOPMENT
In response to your letter of October 11, 1995 to Mr. Bill Almon
regarding the North First Street property owned by the Adeline
family, this is to advise you that the terms outlined and a
total sales price of $365,000.00 is acceptable.
It is understood that the Adeline family will be responsible for
environmental cleanup of the site and will obtain a consent
decree through the Washington State Department of Ecology so that
the City of Yakima will assume no liability.
It is suggested that you prepare and obtain City Council approval
of a writtrn Purchase and Sales agreement. I have been advised by
the Department of Ecology that the total time to accomplish the
cleanup and obtain the consent decree will probably be four to
six months, however we plan to commence the cleanup program as
soon as the Department of Ecology approves the plan of action.
Should you require additional information or if you wish to
discuss the matter further, please advise.
Very truly yours,
1
Antonio R. Adeline
1215 North 20th Avenue
Yakima, WA 98902
(509) 248-9191
cc: Dick Zais, City Mamager
Glenn Rice, Assistant City Manager
Glenn Valenzuela, Director Community & Economic Development
Bill Almon, Almon Realty, Inc.
r
Se=fie Counterparts.
This Agreement may be executed in any number of counterparts, each
of which will be deemed to be an original and all of which together will
constitute a single agreement.
CITY OF YAKIMA, WASHINGTON
By:
R. A. Zais, ., City Manager
Attest:
City Clerk
PURCHASER
Witness:
(Seal)
on' CONTRACT NO.
S -J30
Sellers' acceptance: day of , 1995. Sellers agree to
sell the Property on the terms and conditions specified herein. Sellers
acknowledge receipt of a copy of the Agreement, signed by all parties.
SELLERS
Katerina Adeline, partner Antonio Adeline,
partner
Cleo Rumpakis, partner
Page 11 of 11
(klv)real estate (zev ).rp
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AgENDATEM ENT
Item No,. 3
For Meeting Of December 5.1995
ITEM TITLE: Resolution Authorizing Execution of Purchase and Sale Agreement with A. R.
Adeline for Property Located on North First Street
SUBMITTED BY: Glenn J. Valenzuela, Director of Community and Economic
Ray L. Paolella, City Attorney
CONTACT PERSON/TELEPHONE: Glenn J. Valenzuela, 575-6113
SUMMARY EXPLANATION:
pment
The City Council authorized the negotiation for purchase of property located at 8-20 North
First Street. The Adeline Trust has accepted the City's offer of $365,000. The attached
resolution authorizes the execution of purchase and sale agreement. Council should note in
the Agreement the deadline of May 31, 1996 and the conditions as outlined.
Resolution x Ordinance Contract
Other (Specify).
Funding Source UDAG Fu
APPROVAL FOR SUBMITTAL: ` etc- (
ity Manager
STAFF RECOMMENDATION: Approve Resolution
BOARD RECOMMENDATION: Council Economic Development Sub -Committee
recommends approval
COUNCIL ACTION: x-169
ADDENDUM TO PURCHASE AND SALE AGREEMENT
Recitals
The City of Yakima, Washington, ("Purchaser"), and Antonio Adeline, Katerina
Adeline and Cleo Rumpakis, d/b/a Alpha Enterprises, a general partnership (FIN
#91-1021802) ("Sellers"), have entered into a Purchase and Sale Agreement dated
December 21, 1995, (the "Agreement") for property located in the vicinity of 16 N.
First Street in the City of Yakima (the "Property").
This Addendum is intended to supplement the Agreement. If any provision(s) of
the Agreement conflicts with any provision(s) of this Addendum, the provision(s)
of this Addendum shall control. Except as expressly modified or supplemented by
this Addendum, all provision(s) of the Agreement shall remain in full force and
effect.
The Purchaser and Sellers agree to change certain provisions of the Purchase and
Sale Agreement as follows:
Provisions Changed By Parties' Agreement
Without this Addendum, subpart (b) of section 4, of the Agreement would require
as a condition precedent to Purchaser's obligations, that environmental remediation
of soil and/or groundwater contamination involving Perchloroethylene (PCE) and
petroleum hydrocarbons at the Property be conducted with the approval of the
Washington Department of Ecology ("Ecology") under the Washington State Model
Toxics Control Act, chapter 70.105D RCW ("MTCA"), and further contemplates that
the scope and extent of such remediation would be negotiated with Ecology and that
such remediation would be governed by, or otherwise integrally related to, a
prospective purchaser consent decree (RCW 70.105D.040(5)) or other consent decree
(RCW 70.105D.040(4)).
By this Addendum, the parties intend that the Sellers may provide satisfactory envi-
ronmental remediation by performing remedial work independently of Ecology and
outside the context of any prospective purchaser consent decree or other consent de-
cree. In lieu of the original provisions related to environmental remediation con-
ducted subject to Ecology approval under consent decree, the Purchaser will accept a
written "No Further Action Letter" from Ecology regarding soil and/or groundwater
contamination involving Perchloroethylene (PCE) and petroleum hydrocarbons at
the Property. As authorized under WAC 173-340-550(7), the No Further Action
Letter shall be formally issued after Ecology reviews the Phase I and Phase II
Environmental Site Assessments which have already been prepared as part of the
transaction between the parties, and documentation of remedial work performed
and of relevant post -remediation environmental conditions at the Property. Such
remedial work and documentation shall be performed at Sellers' expense.
The parties understand that the City of Yakima will only proceed to purchase the
Property if Ecology, after reviewing documentation of Sellers' remedial work and
relevant post -remediation environmental conditions at the Property, by a No
Further Action Letter, acknowledges that the Property is located within the Ecology -
designated facility known as the Yakima Railroad Area, and determines, consistent
with the provisions of this Addendum, at least that soils at the Property no longer
lap \ environmental \pro rty transactions\adeline \Purchase/Sale K Addendum June 18, 1996 2:00 PM
ADDENDUM TOSPURCHASE AND SALE AGREEMENT -- Page 1
pose a threat to human health or the environment as a result of petroleum
hydrocarbon and/or Perchloroethylene (PCE) contamination, and that no further
action regarding soils at the Property is necessary under MTCA.
The parties understand that the Sellers, after performing independent remedial
work at the Property, may remain subject to regulation by Ecology as Potentially
Liable Persons ("PLP") for groundwater contamination.
The parties intend that Purchaser, by acquiring the Property on the basis of a No
Further Action Letter as provided in this Addendum, shall not become a PLP for
soil or groundwater, and understand that, upon execution of this Addendum by the
parties, the City will formally advise Ecology of its intent to rely on a No Further
Action Letter regarding the Property, if one is issued.
Upon Purchaser's receipt of a No Further Action Letter as described in this Adden-
dum and Purchaser's determination that such No Further Action Letter is satisfac-
tory, the environmental contingency set forth in subpart (b) of section 4 of the
Agreement shall be deemed satisfied and Purchaser shall be obligated to proceed
with the transaction according to the amended closing date provided below.
Under Section 8 of the Purchase and Sale Agreement, time remains of the essence in
this transaction. Instead of August 15, 1996, the escrow closing date for the purchase
and sale of the Property shall be tailored to the best efforts of the parties. The parties
expect the Sellers shall produce the No Further Action Letter on or before
November 15, 1996.
PURCHASER
CITY OF YAKIMA, WASHINGTON Witness:
\\
Y -
Attest:
-�✓ �Gl (Seal)
City Clerk
CYCOCRACT 1.0. CPS /30 —�
BEscwT10M110, D`I
SELLERS
Sellers' acceptance: Sellers agree to sell the Property on the terms and condi-
tions specified herein. Sellers acknowledge receipt of a copy of the Agreement and
this Addendum, signed by all parties.
Dated: June ,1996.
aterina Adeline, partner
Cleo Rumpakis, partner
Z�L�i
--�--
Antonio Adeline, partner
lap \environmental\property transactions\adeline \Purchase/Sale K Addendum June 18, 1996 2:00 PM
ADDENDUM TO PURCHASE AND SALE AGREEMENT -- Page 2