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HomeMy WebLinkAboutResolution No. 374•l i I il oil, 11 Ill I'll ill 111 1 lillilill � ��l IIE111111 I 1151 lZT*T*1WtU4TTW w W olln"1161offiblomm 110 MIA W♦ POP Section 1. Real Property Purchase Authorized. The City Council of the City of Medina hereby declares its agreement to purchase the real property located at 816 Evergreen Point Road, Medina, WA 98039 in order to continue to operate a U.S. Post *ffice branch within the City. Section 2. City Manager Authorization. The City Manager is authorized to execute the purchase and sale agreement, in substantially the form attached hereto as F_AHILJ L t-k. Approved as to form Karl Sand, City Attorney Kenyon Disend, PLLC Attest: LU AnaL 16 4 �1 ,I ma, rtrrx Aimee Kellerman, City Clerk Resolution No. 374 Page 1-of 1 REAL ESTATE PURCHASE AND SALE AGREEMENT T 16 Evergreen Point Road, Medina, Washington This Real Estate Purchase and Sale Agreement ("Agreement") is executed this _ day of , 2014, between the City of Medina ("Buyer") and June S, Frost Disclaimer Trust ("Seller") for the purchase and sale of real property commonly known as 816 Evergreen Point Road, Medina, WA 98039 (the "Property"). A. Buyer desires to buy the Property from Seller, and Seller desires to sell the Property to Buyer, on the terms and conditions contained in the Agreement. B. Seller owns the Property, commonly known as 816 Evergreen Point Road, Medina, Washington, which is identified as Tax Parcel No. 252504-9040 and more particularly legally described on Exhibit A attached hereto and incorporated herein by this reference. C. Buyer is a municipal corporation of the State of Washington and is authorized to purchase real property under the provisions of RCW 35A.11.010 and .020. By Resolution No. the Medina City Council authorized Buyer to purchase the Property subject to the following terms and conditions. NOW, THEREFORE, for good and valuable consideration, the rece' t and sufficiency of which ip is hereby acknowledged, and for the mutual covenants and conditions contained herein, Seller and Buyer agree as follows - I . PROPERTY. Seller owns and currently leases the Property to the United States Postal Service ("USPS"). 4. PURCHASE PRICE. Buyer shall pay Seller ONE MILLION THREE HUNDRED FIFTY THOUSAND and 00/100 DOLLARS ($1,350,000,00) (the "Purchase Price"). In addition to 7. CLOSING DATE AND ESCROW. The Closing ("Closing") shall take place on before December 19, 2014. Closing shall occur when the Bargain and Sale Deed from Seller Buyer is recorded and the sale proceeds are available to Seller. Within three (3) days ofollowing executin ad nd elivery of this Agreement, Buyer will open an escrow account with First Amenic Title Insurance Company in Bellevue, Washington ("Escrow Agent"). I S. TITLE COMMITMENT. Within five (5) days following the execution and delivery of this Agreement, Buyer will obtain at Buyer's sole cost, a preliminary commitment for an ALTA extended coverage owner's policy of title insurance issued by First American Title Insurance Company (the "Title Company") describing the Property, showing all matters pertaining to the Property, listing Buyer as the prospective named insured and showing as the policy amount the total Purchase Price (the "Commitment"). Buyer shall be solely responsible for paying the premium for the owner's extended coverage policy of title insurance. 9. TITLE REVIEW. Buyer agrees to take title subject to all general and special exceptions shown on the Commitment and all encroachments and other unrecorded encumbrances. 10, POST OFFICE LEASE ASSIGNMENT, Buyer acknowledges receipt of the existing lease agreement between Seller and the USPS, a copy of which is attached hereto, as Exhibit B. Seller assigns to Buyer all of its rights and obligations under the USPS lease agreement, which assignment shall only be effective at Closing, Buyer hereby acknowledges that Seller has made no representations or warranties to Buyer regarding the terms or duration of any lease, lease renewal, or new lease agreement withthe USPS. 11. SELLERS REPRESENTATIONS AND WARRANTIES. Seller represents and wan -ants to Buyer, to the best of Seller's current actual knowledge without any duty of further inquiry ("Seller's current actual knowledge" as used in the Agreement shall be limited to the specific current actual knowledge of Rudolf Gale Hoffman, Successor Trustee of the June E. Frost Disclaimer Trust) that: B. Seller has all requisite authority to sell and convey the Property to Buyer. C. Seller is not a foreign person as the term is defined in Section 1445 of the Internal Revenue Code as amended by the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA') and Seller will provide Buyer with an affidavit to that effect in compliance with FIR -PTA at Closing. 12. BUYERS REPRESENTATIONS AND WARRANTIES. Buyer represents and warrants to Seller to the best of Buyer's current actual knowledge without any duty of further inquiry ("Seller's current actual knowledge" as used in the Agreement shall be limited to the specific current actual knowledge of Mike Sauerwein, Medina City Manager, that - A. Buyer has all requisite authority to purchase the Property from Seller. Real Estate Purchase and Sale Agreement 816 Evergreen Point Road, Medina, WA 98039 Buyer:- Seller: B. Buyer has the power, night and authority to enter into and perform all of the obligations required of Buyer under this Agreement and the instruments and documents referenced herein, and to consummate this transaction. C. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Buyer pursuant to this Agreement will be, duly authorized, executed and delivered by Buyer. This Agreement is, and all agreements, instruments and documents to be executed and delivered by Purchaser pursuant to this Agreement will be, valid and legally binding upon Buyer and enforceable in accordance with their respective terms. D. Neither the execution of this Agreement nor the consummation of this transaction constitutes or will result in a breach of, or a default under, any agreement, document, instrument or other obligation to which Buyer is a party or by which Buyer may be bound, or any law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body, applicable to Buyer or to the Property, its representatives, whether oral or written, express or implied, of any nature whatsoever. Buyer acquisition of the Property, including but not limited to the Phase I Environmental Assessment dated November 6, 2014, performed for Buyer by AMEC Environment and Infrastructure, Inc. ("AMEC") (Project No. 4-915-17770-0) and the Limited Phase 11 Environmental Assessment work, consisting of soil samples collection and an underground penetrating radar survey performed by AMEC on November 24, 2014. Buyer agrees that it will not seek access to the Property to conduct any further inspections and feasibility studies prior to Closing, and assumes all risk and responsibility for any liabilities associated with the Property after Closing, 14. "AS IS" PURCHASE, The Property is being sold "AS IS WHERE IS WITH ALL FAULTS". Buyer shall, and hereby agrees to, assume all risk, costs, liabilities and consequences of any condition of the Property in its current physical condition without any warranties, express or implied, as to the nature or condition of the Property, including but not limited to the presence or absence of any potential hazardous substances or latent or patent condition on or in the Property or any other matters affecting the Property. Seller makes no representation or warranty, express or implied, regarding (i) the character, condition, entitlements, development potential, fitness for any purpose, or any other attributes whatsoever of the Property; (ii) the truth, accuracy, validity, or completeness of any information provided by Seller to Buyer; or (iii) the compliance with or violation of any environmental or nuisance laws applicable to the Property, (iv) the condition, stability, or character of the ground or soils on the Property; or (v) the subsurface conditions of the Property. 15. CLOSING COSTS AND PRO -RATIONS, Taxes for the current year, rents, utilities or any other payments or receipts by Seller shall be pro -rated as of the date of Closing unless otherwise agreed. Buyer shall pay the entire escrow fee and the entire real estate excise tax that is due on the, conveyance of the Property from Seller to Buyer. Real Estate Purchase and Sale Agreement 816 Evergreen Point Road, Medina, WA 98039 Buyer;. 16. POSSESSION AND DEDICATION OF POST OFFICE BUILDING. Buyer shall tak possession of the Property on Closing. If improvements on the Property are destroyed substantially damaged by fire, human action, or other casualty prior to Closing, then this Agreemen a n at the option of Buyer, shall become void and the earnest money returned, less Buyer's share of nj paid or due costs and fees, Within sixty (60) days after Closing, Buyer shall re, -name and dedicate t post office building the "John E. Frost Medina Post Office" with a plaque bearing that inscription o the buildin i or on suitable monument near the entrance of the buildine, and the buildina shall be retail I I I N1 6, IN I " tMUM I N I IM&Nmi, Froperty, anct sucii delault cloes not occur t5y reason or any cietault by Buyer, Buyer may terminate R!is Agreement and receive a refund of its Earnest Money Deposit together with any interest accruci thereon as its sole and exclusive remedy. I& DEFAULT BY BUYER. If Buyer fails, without legal excuse, to complete the purchase of the Property, Seller may seek to have this Agreement specifically performed, and Buyer shall reimburse Seller for its costs and expenses, including reasonable attorneys fees, incurred in such a 1-o or SvkuL 40es not desire to pursue specific performan e, Seller may (a) terminate this Agreement and receive the entire Earnest Money Deposit together with any interest accrued thereon, or (b) pursue any other action available at law or equity. 19. AGENCY DISCLOSURE. Buyer and Seller warrant that they are not represented by an agent to which a commission is due as a result of this transaction. 20. PROFESSIONAL ADVICE. It is advisable for both parties to obtain legal, tax or other professional advice in connection with this transaction. The parties accept sole responsibility to seek such advice as they deerft necessary. 21. FACSIMILE OR EMAIL TRANSMISSION; ELECTRONIC SIGNATURES. Facsimile or email transmission of any signed original document, and retransmission of any signed facsimile or email transmission, shall be the same as delivery of an original. At the request of either party, or the Closing Agent, the parties shall confirm flicsinille or email transmitted signatures by signmig an original document. The parties acknowledge that a signature in electronic form has the same legal effect and validity as a handwritten signature. Ifl 1111[9 1111i,f�!11� ii 11 11,11 11 ICAM+WIL, *1 t:C1111ILLCM J1, Q1 1CRUCT L4, LIM 111JNL FQ Ill V11IL111�, 10JUt SlgllCt tj LIU ntjer 01 Seller, Any time limit applicable to a notice shall commence on the day following the date the I otice is sent and shall expireat 5:00 PM of the last calendar day of the specified period of time, unless that last calendar day is a Saturday, Sunday or legal holiday as defined in RCW 1. 16.050, in which event the time limit shall expire on the next business day. Any specified period of five (5) days or less shall include business days only. Notices shall be sent --by (a) email, or (h) regular ?md certified mail, return receipt requested --as follows:: Real Estate Purchase and Sale Agreement 816 Evergreen Point Road, Medina, WA 98039 Buyer- Seller: If to Buyer: Michael Sauerwein, City Manager City of Medina 501 Evergreen Point Road P.O. Box 144 Medina, WA 98030 Telephone: (425) 233-6400 Facsimile: (425) 451-8197 Email: msauerwein@medina-wa.gov and to: Kari Sand, City Attorney Kenyon Disend, PLLC I I Front Street South Issaquah, WA 98027-3820 Tel: (425) 392-7090 Fax: (425) 392-7071 Email: Kari@kenyondisend.com If to Seller: Rudolph Gale Hoffinan Successor Trustee of the June S. Frost Disclaimer Trust 597 Vesper Way Camano Island, WA 98282 Email. prh22@aol.com and to: Allan Bakalian Zeno Bakalian P.S. 4020 Lake Washington Blvd. NE, Suite 100 Kirkland, Washington 98033 Telephone: (425) 822-1511 Facsimile: (425) 822-1411 Email: abakalian@zenobakalian.com 23. GOVERNING LAW. This Agreement shall be interpreted and construed in accordance with the laws of the State of Washington. 24. SEVERABILITY. If any provision of this Agreement shall be determined invalid, illegal or unenforceable, the balance of this Agreement shall remain in fall force and effect and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. 25. ENTIRE AGREEMENT. This Agreement (including all exhibits attached hereto) is the entire agreement between the parties. It supersedes all prior agreements, oral and written, between the parties, including but not limited to the Letters of Intent and any other understandings between the parties relating to this transaction. Real Estate Purchase and Sale Agreement 816 Evergreen Point Road, Medina, WA 98039 Buyer- Seller: 26. AMENDMENTS. This Agreement may be amended only by an instrument in writing executed by an authorized representative of each party. 27. COUNTER -PARTS. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed an original for all purposes and all of which constitute, collectively, one agreement. 28. NON -WAIVER. The waiver of any term or provisions of this Agreement shall not constitute a waiver of any other term or provision of this Agreement, nor shall the right to require any enforcement of any term or provision of this Agreement be permanently waived if a continuing breach of any such term or provision arises. 29. NO TMRD PARTY BENEFICIARIES. The parties do not intend to confer any benefit hereunder on any person or entity other than the parties hereto, 30. ASSIGNMENT. Buyer may not assign this Agreement, or Buyees rights hereunder, without Seller's prior written consent. W I F14-Vf=3V 'T I CAM A to "need to know" basis to the party's attorneys, accountants, and consultants, provided such attorneys, accountants, and consultants agree to keep such negations, communications and related matters confidential, and to the title company. Buyer and Seller shall follow reasonable measures to prevent unnecessary disclosure of information obtained in connection with the negotiations and performance of this Agreement. Neither -party shall use or knowingly permit the use of any such information in any manner detrimental to the other party. 31 ATTORNEY FEES. If litigation is instituted to interpret, enforce, or rescind this Agreement, including any proceeding brought under the United States Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party's reasonable attorney's fees and other fees, costs, and expenses of every kind, incurred in connection with the litigation, any appeal or petition for review, the collection of any award, or the enforcement of any order. IN WITNESS WHEREOF, Buyer and Seller have executed this Purchase and Sale Agreement effective as of the date first set forth above. [THIS PART INTENTIALLY LEFT BLANK — SIGNATURE BLOCKS FOLLOW] Real Estate Purchase and Sale Agreement 816 Fvergreen Point Road, Medina, WA 98039 Buyer:_ Seller: BUYER: CITY OF MEDINA By: Title: SELLER: 4WUF.m7��-�,UT Rudolph Hoffman Title: Successor Trustee of the June E. Frost Disclaimer Trust Real Estate Purchase and Sale Agreement 816 Evergreen Point Road, Medina, WA 98039 Buyer. Seller: A portion of the S,W. comer of the S.E. quarter of Section 25, Township 25 North, Range 4 East W.M., King County, State of Washington; also known as the Northerly portion of that certain Lot Line Adjustment as recorded under recording No. 8701081432, records of King County, being more particularly described as follows: Commencing at the Si,W. comer of said subdivision, said comer being the intersection of N.E. 8th Street and Evergreen Point Road, thence North 0 1 0 24' 15" East along the West line of said subdivision and the centerline of said Evergreen Point Road, 105,00 feet; thence South 870 50' 10" East 30 f�et to the East margin of said Road and the Point of Beginning; thence South 87' 50' 10"East 125.00 feet; thence North 00" East 75.0ence South 87' 50' 10"East 125.00 feet; thence North 01' 24' 30" East 50.00 feet-, thence North 87' 50� 10" West 250.00 feet; thence South 01' 24' 30" West 125.�00 feet to the Point of Beginning, consisting of Rpproximately 21,875 square feet, Real Estate Purchase and Sale Agreement 816 Evergreen Point Road, Medina, WA 98039 Buyer: Seller: