HomeMy WebLinkAboutR-2015-169 Land Purchase Agreement with Cleat City, LLC for Soccer Complex; Yakima Sports ParkRESOLUTION NO. R-2015-169
A RESOLUTION authorizing the execution of a Vacant Land Purchase and Sale Agreement
between the City and Cleat City, LLC to accomplish the City's purchase of a
portion of the Cleat City, LLC property that will be referred to as the Yakima
Sports Park, all as set forth in the previously executed Agreement between
SOZO Sports of Central Washington and the City.
WHEREAS, Cleat City, LLC purchased 58 57 acres of property on behalf of SOZO
Sports of Central Washington for the purpose of developing a premier soccer facility; and
WHEREAS, by City Council's approval of Resolution R-2015-051 on April 7, 2015 SOZO
and the City entered into a cooperative Agreement (No 2015-089) providing for the City's
purchase of approximately 40 acres of the 58 57 acre parcel, as well as for the development
and operation of the property into a premier soccer facility following a lease -back of the City's
property to SOZO, and
WHEREAS, the property subject to the underlying Agreement has now been annexed
into the City and it is appropriate for the City to purchase the acreage from Cleat City, LLC as
set forth in the April 7, 2015 Agreement; and
WHEREAS, the terms of the Purchase and Sale Agreement allocate a per acre value to
the property the City will acquire based upon a recent property appraisal, the City's portion of
the property being valued at $1,668,000 and includes 76.73 acre-feet of appurtenant water
rights; and
WHEREAS, the attached and incorporated Vacant Land Purchase and Sale Agreement
establishes the specific terms of the City's purchase and includes a surveyor's certification of
the parcel and specifically Lots 3 and 4 that the City will purchase; and
WHEREAS, upon purchasing the property identified in the Purchase and Sale
Agreement it is the City's intention to prepare a lease of the purchased property back to SOZO
under the specific terms already approved in the underlying Agreement so that the property
subject to the lease can be developed by SOZO into soccer fields and associated facilities; and
WHEREAS, the City Council determines that it is in the best interest of the City to
purchase the Cleat City, LLC property in accordance with the underlying Agreement; the City
Council has previously approved bonding for the value of the purchase price together with the
City's commitment of its portion of the development value, the total City investment being
$4,100,000; Now, Therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager of the City of Yakima is hereby authorized and directed to execute the
attached and incorporated Vacant Land Purchase and Sale Agreement establishing the terms
and conditions of the City's purchase of approximately forty acres of property from Cleat City,
LLC that will be developed into a premier soccer facility by SOZO Sports of Central Washington
and to execute the documents necessary to lease the purchased property back to SOZO Sports
in order to carry out the planned development.
ADOPTED BY THE CITY COUNCIL this 8th day of December, 2015
ATTEST.
Sonya Claar Tee, City
,flu
Micah Cawley,/Nlayor
VACANT LAND PURCHASE AND SALE AGREEMENT
Yakima, Washington
The Parties hereto, CLEAT CITY, LLC, a Washington limited liability company ("Seller") and
CITY OF YAKIMA, WASHINGTON, a municipal corporation ("Buyer"), in consideration of
the mutual covenants herein contained, hereby agree that Seller shall sell to Buyer and Buyer
shall purchase from Seller, the following real property located in the City of Yakima, County of
Yakima, Washington, commonly known as Lots 3 and 4 of "City of Yakima Short Plat" depicted
on the attached Exhibit A, being portions of Yakima Assessor's Parcel 181334-34001
("Property"). The Seller agrees to sell and convey, and the Buyer agrees to purchase according to
this Agreement the Property legally described as follows:
LEGAL DESCRIPTION FOR PROPOSED LOT 3 OF SHORT PLAT
The Southwest quarter of the Southeast quarter and the. East half of the Southeast quarter of the
Southwest quarter of Section 34, Township 13 North, Range 18 East, W.M.;
EXCEPT the East 1034.7 feet of the Southwest quarter of the Southeast quarter of said Section 34;
AND EXCEPT the South 40 feet for road.
LEGAL DESCRIPTION FOR PROPOSED LOT 4 OF SHORT PLAT
The East 1034.7 feet of the Southwest quarter of the Southeast quarter of Section 34, Township 13
North, Range 18 East, W.M.;
EXCEPT the South 866.9 feet thereof;
AND EXCEPT the East 20 feet for road.
[Said Property may also be known as: Lots 3 and 4 of Short Plat 189 3q 20 , records of
Yakima County, Washington],
together with 76.73 acre-feet of water appurtenant thereto;
(If the legal description of the real estate is omitted, incomplete, or inaccurate at the time of
signing, this Agreement shall not be invalidated. The Closing Agent is authorized to insert or
attach the correct legal description.)
1. PURCHASE PRICE. The total purchase price shall be ONE MILLION, SIX
HUNDRED SIXTY-EIGHT THOUSAND DOLLARS ($1,668,000.00).
2. METHOD OF PAYMENT. The purchase price shall be paid all cash at closing.
3. CONDITION OF TITLE. The status of Seller's title will be shown in a Preliminary
Commitment for a Standard Owner's Coverage Title Insurance Policy ("Preliminary
Commitment") issued by Pacific Alliance Title Insurance Company, which Preliminary
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Commitment will be ordered by Seller, or Seller's agent within five (5) days of mutual
acceptance. The Seller shall pay the cost for a standard policy. If the Buyer chooses an extended
owner's policy, the buyer shall pay the difference in cost between the standard owner's policy,
and the extended owner's policy. In addition, the Buyer shall pay the estimated cost of any survey
required for an extended owner's policy. Said Preliminary Commitment shall have attached
photocopies of all documents shown as encumbrances to the Seller's title.
Title is to be free of all encumbrances or defects, except those approved by Buyer, as set
forth herein, and the following shall not be deemed encumbrances or defects: rights reserved in
federal patents or state deeds; building or use restrictions general to the area, other than
government platting and subdivision requirements; easements not inconsistent with Buyer's
intended use; and reserved oil and/or mining rights ("Permitted Exceptions"). The Buyer shall be
considered to have accepted the condition of title unless the Buyer provides notice of specific
written objections within ten (10) business days after Buyer's receipt of a Preliminary Title
Commitment. Encumbrances to be discharged by the Seller shall be paid from the Seller's funds
at closing, or otherwise released or satisfied of record at closing.
If the Seller is not able to provide insurable title in accordance with the Buyer's written
objections prior to closing and the Buyer does not waive any exceptions to coverage that are not
part of the Permitted Exceptions, this Agreement shall terminate and the earnest money shall be
returned to the Buyer.
4. TITLE INSURANCE. Promptly following closing, Seller will provide to Buyer at
Seller's expense a policy of Title Insurance pursuant to the Preliminary Commitment, insuring
title to the Property subject only to the Permitted Exceptions.
5. SOZO AGREEMENT. The following contingency shall apply:
Buyer and Seller have arranged for Buyer to enter into a Lease Agreement (the "SOZO
Agreement") with SOZO Sports of Central Washington, Inc., a Washington non-profit
corporation, relative to Buyer's intent that the Property shall be utilized as a conununity-oriented
soccer sports complex. Existence of said SOZO Agreement shall not be deemed an impediment
to closing nor an encumbrance upon the Property, it being acknowledged that City intends to
continue said relationship post -closing.
6. Condition of Property: Unless otherwise specified herein to the contrary, then Buyer
acknowledges that Buyer has satisfied itself as to the condition of the Property. Upon closing,
Buyer agrees to accept the Property in an "As -Is" condition. The Seller acknowledges that the
Buyer's agreement to accept the Property "As -Is" shall not excuse the Seller from disclosing any
defects that the Seller is aware of or should have knowledge of concerning the condition of the
Property. Buyer shall fully satisfy itself that the condition of the Property is suitable for Buyer's
intended use. Buyer acknowledges that Seller and/or Seller's agents have made no
representations or warranties of any nature, express or implied, concerning any defects,
conditions or circumstances which may exist on the Property or which may be discovered by
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Buyer. Buyer has knowledge of the Americans with Disabilities Act (ADA) and acknowledges
that buyer must satisfy itself as to the Property's compliance. Buyer waives the right to receive a
seller disclosure statement if required by RCW 64.06, Buyer being familiar with the Property
since prior to its acquisition by Seller. However, if Seller would otherwise be required to provide
Buyer with a disclosure statement, and if the answer to any of the questions in the section of the
disclosure statement entitled "Environmental" would be "yes", then Buyer does not waive the
receipt of the "Environmental" section of the disclosure statement which shall be provided by
Seller.
7. CONVEYANCE BY STATUTORY WARRANTY DEED. At closing, fee title to the
Property shall be conveyed to the Buyer by Statutory Warranty Deed, subject only to the
Permitted Exceptions.
S. SELLER'S WARRANTIES. Seller makes the following warranties and representations:
(a) Seller has the right, power and authority to execute and enter into this Agreement and to
perform its duties and obligations under this Agreement in accordance with its terms, conditions
and provisions. Seller warrants and represents that its signatures as appearing in this Agreement
and all related documents are those of the vested title holder for the Property. Seller's
performance in this transaction shall not conflict with or constitute a default under the terms and
conditions of any agreement to which Seller is bound or is a party, or any order or regulation of
any governmental body having jurisdiction over the Seller or the Property.
(b) To Sellers knowledge, there is no legal action of any kind or nature affecting the
Property, which will in any way detrimentally affect Buyer completing the purchase of the
Property.
(c) To Seller's knowledge, there are no pending or contemplated assessments or similar
charges which will affect the Property.
(d) Seller represents that there are no hazardous or toxic materials stored or located on the
Property to the best of Seller's knowledge.
9. RISK OF LOSS. Risk of loss or damage by fire or other casualty to property or any part
thereof prior to closing shall be assumed by the seller. If such loss or damage occurs prior to
closing, the Buyer may elect to continue with closing and the Seller shall assign to the Buyer all
rights under any insurance under any casualty policy, the Seller shall grant permission to bring
such action in the Seller's name; or terminate this Agreement, and the earnest money shall be
returned to the Buyer.
10. CLOSING AGENT. This transaction shall be closed by Pacific Alliance Title Company
("Closing Agent").
11. CLOSING COSTS AND PRORATIONS. Seller and Buyer shall each pay one-half
3
(1/2) of the Closing Agent's escrow fees. Seller shall pay the real estate excise tax. Unpaid
property taxes for the year of closing, assessments which are paid in installments and utilities
constituting liens against the Property shall be prorated as of the date of closing. Buyer shall pay
all recording fees.
12. CLOSING DATE - POSSESSION. This transaction shall be closed on or
before /1/22- , 2015. "Closing" shall be the date on which all documents are
recorded and funds are available for disbursement. Buyer shall be entitled to possession on
Closing.
13. DEFAULT REMEDIES. If either the Seller or the Buyer default under this Agreement,
the other party may seek specific performance of this Agreement, damages or any other remedy
available at law or equity.
14. UTILITY LIENS: Pursuant to RCW 60.80, Buyer and Seller do not request the
escrow/closing agent to administer the disbursement of closing funds necessary to satisfy unpaid
utility charges affecting the Property. Seller represents that the Property is served by the
following utilities operated by the state, county, city or other agencies which have lien rights
against the Property. The parties authorize the Listing Agent or the Selling Agent to insert, over
their signatures, the name and addresses of the following utility providers:
Name of Provider
Address
Sewer C t} oC y41(..rna 1Z61N. 21161 Si".
YR K: N,a av/+ 9m?oI
Storm water drainage
C..; o c Ya Ki"mot,
rr
Water AJ o b 14; II wet -Fe,- (v l I l iTe+o vt
Special Districts
(LID's/ULID's)
Name of Provider Address
Electricity PAC: cc— e&Jc✓ 825WMv11-no.,a.k SI.,
Por4.iAho(, OR 112.3Z
Garbage ,AK: ►•nawa.sikc. 2 St2 Terwace 1f.,:yhkS
SYS%CWISTNe• QrYAK:Ma. WA9dgo1
IrrigationAN. q n ) 07 o s 6;1 be r+iPJ, Ste . g
0 e. 'V)• K; is, wA990$ I'trj9a4 ;or._ o„s4,4.•;c.F yA•1(;r,Ar LVA 98903
Special Districts
15. ATTORNEYS' FEES. If any suit or other proceeding is instituted by the Seller, the
Buyer, the listing or selling agent arising out of or pertaining to this Agreement or the Property,
including but not limited to filing suit or requesting an arbitration, mediation or other alternative
dispute resolution process (collectively, "Proceedings"), and appeals and collateral actions
relative to such suit or Proceeding, the substantially prevailing party as determined by the court
or in the Proceeding shall be entitled to recover his reasonable attorneys' fees and all costs and
expenses incurred relative to such suit or Proceeding from the substantially non -prevailing party,
in addition to such other available relief.
16. TIME OF ESSENCE. Time is of the essence of this Agreement.
17. GOVERNING LAW AND VENUE. This Agreement shall be governed by and
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construed according to the laws of the State of Washington. Jurisdiction and venue of any suits
arising out of or related to this Agreement shall be exclusively in the state and federal courts of
the county in which the Property, or some part of it, is located.
18. ENTIRE AGREEMENT. Other than SOZO Agreement, there are no verbal or other
agreements which modify or affect this Agreement, and Buyer and Seller acknowledge that this
Agreement constitutes the full and complete understanding between Buyer and Seller.
19. NON -MERGER. All warranties, representations, obligations contained in or arising out
of this Agreement, as well as the terms and provisions of this Agreement shall not merge in, but
shall survive, the closing of the transaction.
20. WRITTEN NOTICES. All notices required by this Agreement shall be considered
properly delivered (1) when personally delivered, or (2) when transmitted by facsimile or email
showing date and time of transmittal, or (3) on the second (2nd) day following mailing postage
prepaid, certified mail, return receipt requested.
21. AGENCY DISCLOSURE. Parties acknowledge and represent that neither is represented
by a real estate licensee in this transaction.
22. FAXES AND COUNTERPARTS. Facsimile or email transmission of any signed
original document, and retransmission of any signed facsimile transmission shall be the same as
delivery of an original. At the request of either party, or the closing agent, the parties will
confirm facsimile or email transmitted signatures by signing an original document. This
agreement may be signed in counterparts.
BUYER: CITY OF YAKIMA
Bv:
R. Cutter, Interim City Manager
129 N. 2nd Street
Yakima WA 98901
(509) 575-6040; fax (509) 576-6335
CITY CONTRACT
RESOLUTION NO:
SELLER: CLEAT CITY, LLC
5
DATE: Ce/;ember 112, 2015
DATE: Novembers , 2015
P.O. Box 8093
1200 Chesterley Drive, Suite 140
Yakima WA 98908
(855) 464-2310 x600
(509) 271-3595 fax
kerrymartin@vitalware.com
6
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SURVEYOR'S CERTIFICATE
THIS MAP CORRECTLY REPRESENTS A SURVEY MADE BY ME OR
UNDER MY DIRECTION 16 CONFORMANCE WITH THE REQUIREMENTS
OF THE SURVEY RECORDING ACT. AT THE REQUEST OF
STEVE UDDICOAT IN OCTOBER. 2015.
RICHARD L. WEHR. CERTIFICATE N0. 18829. DATE
AUDITOR'S CERTIFICATE
FILED FOR RECORD THS _ DAY OF
20_ AT _ M.. UNDER A.F. NO
RECORDS OF YAKIMA COUNTY, WASHINGTON.
COUNTY AUDITOR BY DEPUTY
PLSA
ENGINEERING-SURVEYING-PLAMONG
1120 WEST LINCOLN AVENUE
YAKIMA, WASI*1OTON 98902
1509! 575-6990
CITY OF YAKIMA SHORT PLAT
PARCEL NO'S. 181334 - 33001 & 34001
`PREPARED FOR-
SOZO SPORTS CENTRAL WA.
S 1/2, S 1/2, SEC. 34, T-13 6, R-18 E,WM 1 of 2
DRAwN S+: RICK
DATe10/12/2015
309 No. 15101
SHEET N0.
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0
4
3
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F. S
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 13.
For Meeting of: December 8, 2015
ITEM TITLE: Resolution authorizing Vacant Land Purchase and Sale Agreement with
Cleat City, LLC for property to be developed by SOZO Sports of
Central Washington, in cooperation with the City, into a premier
soccer facility, together with authority to execute documents necessary
to lease the purchased property bask to SOZO to allow said
development
SUBMITTED BY: Jeff Cutter, City Attorney
SUMMARY EXPLANATION:
On April 7, 2015, the City entered into an Agreement with SOZO Sports of Central Washington for the
cooperative development of approximately 58 acres of property into a premier soccer facility. The
Agreement required the annexation of the acreage into the City. The annexation has now been completed and
it is appropriate for the City to purchase approximately 40 acres of the 58 acre parcel. The property has been
appraised and short platted. The Purchase and Sale Agreement will accomplish the purchase of Lots 3 and 4
of the parcel, the value for which has been determined to be $1,668,000 and includes 76.73 acre-feet of
appurtenant water rights.
In accordance with the Agreement, the City will purchase the property with a portion of the $4,100,000
authorized by the City Council as the City's portion of the soccer facility development costs. The City
Council has recently approved the bonding that will provide the funds necessary for this cooperative
development. Once the property is purchased by the City, the City will lease the property back to SOZO
Sports of Central Washington to be developed into a premier soccer facility.
Resolution: X Ordinance:
Other (Specify): Vacant Land Purchase and Sale Agreement
Contract: Contract Term:
Start Date: End Date:
Item Budgeted: Yes Amount:
Funding Source/Fiscal Impact: Approved bond funds
Strategic Priority: Economic Development
Insurance Required? No
Mail to:
Phone:
APPROVED FOR
SUBMITTAL:
RECOMMENDATION:
91'
City Manager
Approve the Purchase and Sale Agreement.
ATTACHMENTS:
Description
Resolution-SOZO-Cleat Qty PS Agreement -Parcel 1
Lots 3 4-12 2015
D
Qty & Cleat City LLC -Vacant Land Purchase & Sale
Agreement -Dec 2015
Upload Date
11/30/2015
11/30/2015
Type
Resolution
Contract
File 2028984 12/22/2015 2:25 PM
Final Borrower's Closing Statement
Pacific Alliance Title, LLC, Pacific Alliance Title, LLC
311 North Fourth Street, Suite 102, Yakima, WA 98901, (509) 225-6809
Borrower(s) City of Yakima, Washington, 129 N 2nd Street, Yakima, WA 98901
Seller(s) Cleat City, LLC, PO Box 8093, 1200 Chesterly Drive, Suite 140, Yakima, WA 98908
Lender(s)
Property Property Address
2210 S 38th Ave Yakima, Washington 98903
PIN
181334-34403
181334-43403
Closing Date 12/22/2015 Disbursement Date 12/22/2015 Proration Date 12/22/2015
Debit Credit
Sales/Price
Contract sales price $1,668,000 00
Prorations
County taxes 12/22/2015 to 1/1/2016 $115 37
Title Charges
Settlement or closing fee to Pacific Alliance Title, LLC $1,236 18
Recording Fees/Transfer Charges
Deed $81 00 Mortgage Releases to Pacific Alliance Title, LLC $81 00
Subtotal: $1,669,432.55 $0.00
Balance due from Borrower $1,669,432 55
Totals: $1,669,432.55 $1,669,432.55
Page 1
File 2028984 12/22/2015 2:25 PM
Final Borrower's Closing Statement
Borrower understands the Closer or Escrow Agent on behalf of Pacific Alliance Title, LLC - Pacific Alliance Title, LLC has assembled this information
representing the transaction from the best information available from other sources and cannot guarantee the accuracy thereof The Lender involved
may be furnished a copy of this statement The undersigned hereby authorizes Pacific Alliance Title, LLC - Pacific Alliance Title, LLC to make
expenditures and disbursements as shown above and approve the same for payment The undersigned also acknowledges receipt of the Loan funds
and a receipt of a copy of this Statement
Dated as of this day of
Borrower(s):
CITY OF YAKIMA, WASHINGTON
Jeffrey R Cutter
Interim City Manager
Page 2