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HomeMy WebLinkAboutKittitas County Real Estate Purchase & Sale Agreement-925 Industrial Way i 1 1 i I i I i I I 1 i REAL ESTATE PURCHASE AND SALE AGREEMENT 1 THIS REAL ESTATE PURCHASE AND SALE AGREEMENT is made and entered into this day of , 2026, by and between Kittitas County Solid Waste, a municipal corporation of the State of Washington ("Seller"), and the City of Ellensburg, a municipal corporation of the State of Washington, ("Purchaser"). 1 RECITALS A. Ch, 39.33 RCW, INTERGOVERNMENTAL DISPOSITION OF PROPERTY, allows the state or any municipality or any political subdivision thereof,to sell real Property to the state or any municipality or any political subdivision thereof on such terms and conditions as may be mutually agreed upon by the proper authorities of the state and/or the subdivisions concerned. B. WHEREAS, Seller is the owner of that certain real Property located in Kittitas County and legally described as follows: Kittitas County tax parcel #078533, more commonly known as 925 INDUSTRIAL WAY ELLENSBURG, WA, 98926 more fiilly described as follows: That portion of the Northeast Quarter of the Northwest Quarter and of the Northwest Quarter of the Northeast Quarter of Section 11, Township 17 North, Range 18 East,W.M.,Kittitas County, State of Washington, described as follows: Beginning at the Northeast corner of the Northwest Quarter of said Section;Thence North 89°29'28" West, along the Northerly boundary line of the Northeast Quarter of the Northwest Quarter of said Section, a distance of 69.61 feet to the Southwesterly right of way boundary line for the City Street known as Industrial Way;Thence South 25°06'22" East along the Southwesterly right of way boundary line of said City Street, a distance of 157.70 feet to the true point of beginning; Thence continuing South 25°06'22" East, along the Southwesterly right of way boundary line of said City Street,a distance of 276.75 feet;ThenceNorth 89139'22" West, a distance of 298.97 feet;Thence North 00°20'38" East, a distance of 99.73 feet; Thence South 89°39'22" East, a distance of 138.59 feet; Thence North 01 °59'47"East,a distance of 137.44 feet;Thence North 71 °30'52"East,a distance of 39.61 feet to the Southwesterly right of way boundary line of said City Street and to the true point of beginning. Page 1 of INITIALS: i Purchaser: /Date: Seller: /Date: a I i i, i (hereinafter referred to as "Property") NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, conditions, and promises contained in this Agreement, and for other good and valuable j consideration,the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows: AGREEMENT 1. Conveyance of the Property. Seller agrees to sell, and the Purchaser agrees to purchase the Property as provided herein. The property shall be conveyed by quit claim deed. j i 1 2. Purchase Price: Seller agrees to sell, and Purchaser agrees to purchase the Property for four- hundred and sixty thousand dollars ($460,000), payable at the Time of Closing to be paid in Rill by Purchaser. The parties hereby confirm that they have reviewed and approved, or had 1 sufficient opportunity to review and approve, an appraisal of fair market value relating to the a Property. The Parties further agree that the value of the Property was negotiated. i 3. Earnest Money.No earnest money is required or will be paid by either Party. 4. Contingencies. Seller's obligation to sell the Property is subject to the following conditions, each of which shall be performed or satisfied by Seller and/or Purchaser:in good faith and with reasonable diligence: a) Resolution Declaring PMer!y,Sur lus,The Kittitas County Board of Commissioners shall have adopted a resolution declaring that the Property is surplus to the foreseeable needs of the County. b) Public Hearing,and Notice. Seller shall have provided public notice and conducted a public hearing in accordance with RCW 39.33.020. a c Resolutions Rat i in Agreement. The Kittitas County Board of Commissioners shall have ) — adopted a resolution ratifying this Agreement and authorizing conveyance of the Property to Purchaser. The Ellensburg City Council shall also have adopted a resolution ratifying this Agreement and authorizing conveyance of the Property from Seller. d) Title Report. Within a reasonable time prior to the Time of Closing, unless waived in writing by the City, the City shall obtain from a title company selected by the City in its sole discretion ("Title Company"), effective as of the date and time the Quit Claim Deed is recorded, a suitable ALTA Form extended coverage owner's title insurance policy for the Property ("Owner's Policy"), or equivalent form reasonably acceptable to the City dated as of the date and time the Quit Claim Deed is recorded,indicating title to be vested of record in the City and containing such endorsements as the Title Company has agreed to provide. Page 2 of 9 INITIALS: Purchaser: /Date: Seller: /Date: 1 I I I 1 Within a reasonable time after receiving the title report/title insurance policy,the City shall provide Kittitas County with a written statement of any exceptions to title that it requests be cleared at or prior to the Time of Closing. Upon receiving such statement, Kittitas County shall have ten(10)business days to clear any exceptions not approved by the City. At the conclusion of said period, if clearance of all objectionable exceptions has not been arranged to the City's satisfaction in its sole discretion,the City may then either: i. Terminate this Agreement by providing written notice to the other Parties no later than five(5) days prior to the Time of Closing; thereafter no Party shall have any fiirther rights or liabilities Hereunder; or ii. Reach an agreement with Kittitas County, no later than five (5) days prior to the Time of Closing, to have the exceptions cleared or waive its objections to these exceptions;in such event,the Parties shall close the transaction as contemplated by this Agreement, subject to such exceptions that have not been eliminated C'Penmitted Encumbrances"). Failure to provide a timely notice of termination under "i." above shall constitute a waiver of objections not resolved by written agreement. 4.1. Seller shall use good-faith effort to promptly satisfy the preceding contingencies. The failure of any contingency to be satisfied by the Time of Closing shall not,by itself, give Purchaser an automatic right to terminate this Agreement under:paragraph 9 herein,unless such failure results from Seller's bad-faith refusal to act. If additional time is reasonably required for Seller to complete any preceding contingencies, the Time of Closing shall automatically extend for up to thirty(30) clays (or such longer period as the parties may agree to in writing)to permit completion. 5. Condition of the Property. Purchaser hereby confirms that it is accepting the Property on an "AS-IS WITH ALL FAULTS"basis with any and all patent and latent defects,including those relating to the environmental condition of the Property, and is not relying on any representations or warranties, express or implied, of any kind whatsoever, except as may be expressly stated herein, from the Seller as to any matters concerning the Property, including but not limited to: physical condition; zoning status; tax consequences of this transaction; utilities, operating history or projections of valuation; compliance with Environmental Laws (defined below)or other laws,statutes,ordinances, decrees,or regulations;the presence of any Hazardous Substances(defined below),wetlands,asbestos,lead,lead-based paint or other lead containing structures, urea formaldehyde, or other environmentally sensitive building materials in,on,under,or in proximity to the Property;the condition or existence of any above- ground or underground structures or improvements,including tanks and transformers in, on or under the Exchange Property; and the existence of any leases, easements, permits, orders, licenses, or other agreements, affecting the Property(collectively,the"Property Conditions"). Page 3 of INITIALS: Purchaser: /Date: Seller: /Date: G. Purchaser represents and warrants to Seller that it has not relied and will not rely on,and Seller is not liable for or bound by, any warranties, guaranties, statements, or representations, except as expressly stated herein,pertaining to the Property. Nonetheless, each Party represents and warrants to the other Party as of the date of this Agreement and as of the Time of Closing: A. Authority. It has all necessary power and authority to enter into and execute this Agreement as of the Effective Date and, on or before the Time of Closing, shall have all a necessary power and authority to consummate the transactions contemplated hereby. l B. No Actions, Etc. Except as disclosed to the Purchaser in writing or as otherwise set forth herein, to the Seller's knowledge: i. No actions, suits, proceedings, orders, inquiries, or investigations are pending or are threatened against,involving, or affecting the Property,at law or in equity, or before or by any federal, state, municipal, or other governmental department, court, commission, board, bureau, agency, or instrumentality, alleging the violation of any federal, state, or local law, statute, ordinance,rule, regulation, decree, order, or permit relating to Environmental Matters or the release of any Hazardous Substances. I No actions, suits, or proceedings are pending, threatened, or asserted against the Property or against Seller in connection with the Property or this Agreement,before or by any federal, state,municipal,or other governmental department,court, conunission,board,bureau, agency, or institiunentality. iii. No pending or threatened condemnation actions exist with respect to the Property. iv. Seller has not received any notice that any ordinance,regulation, law, or statute of any governmental agency pertaining to the Property or this Agreement has been violated. V. Except as set forth herein, no further permission, approval, or consent by third parties or governmental authorities is required to consununate this transaction. vi. Except as set forth herein,the Seller is not aware of any unrecorded leases(whether written or oral, of any nature or duration), easements, encumbrances, or other agreements currently affecting the Property except as shown on the Owner's Policy,if applicable,or in the Kittitas County public records. vii. The Information delivered relating to the Property pursuant to this Agreement or in connection with the execution hereof is,and at the Time of Closing will be,title and correct to the best of the delivering Party's knowledge. viii. The Seller is not aware of any historical artifacts,Indian artifacts,or burial grounds located on or under the Property, and the Seller is not aware of any endangered species, as determined under federal, state, or local laws, located on or under the Property. Page 4 of 9 INITIALS: Purchaser: /Date: Seller: /Date: I I ix. Seller has not received notice of any default or breach by any third party under any covenants, conditions, restrictions, rights-of-way, or easements in respect to the Property or that may affect the Property or any portion thereof and,to the knowledge of Seller,no condition exists that with the passage of time or giving notice or both would constitute such a default. X. There are no pending or threatened mechanics' or materialmen's liens against the Property. xi. All of the representations and warranties of Seller contained in this Agreement shall be true and correct as of the Effective Date and as of the Time of Closing and shall survive the 1 Closing. xii. None of the foregoing representations and warranties contain any untrue statement of material fact. 7. Purchaser assumes the risk that Hazardous Substances or other adverse matters may affect the I Property, and hereby waives, releases, and discharges forever: the Seller and its officers, directors, shareholders, employees, and agents from any and all present or future claims or demands, and any and all damages, losses, injuries, liabilities, causes of actions (including, without limitation, causes of action in tort)_, costs and expenses (including, without limitation fines,penalties,judgments, and attorneys' fees),of any and every kind or character,known or unknown, arising from or in any way related to the Property Conditions or alleged presence, use,storage,generation,manufacture,transport,release,leak,spill,disposal,or other handling of any Hazardous Substances in, on, or:under the Property. 8. Definitions. For purposes of this Agreement: 8.1. "Environmental Law(s)" means any federal, state, or local statute, regulation, code,rule, ordinance, order,judgment, decree, injunction, or common law pertaining in any way to the protection of human health or the envirorunent, including without limitation, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Model Toxics Control Act, and any similar or comparable federal, state, or local law. 8.2. "Hazardous Substance(s)" means any hazardous, toxic, radioactive, or infectious substance, material, or waste as defined, listed, or regulated under any Environmental Law, and includes without limitation petroleum oil and any of its fractions. 8.3. "Environmental Matters" means matters relating to the generation, manufacture, use, storage,handling,transportation, and/or disposal of Hazardous Substances, or conditions with respect to the atmosphere, soil, surface and ground waters, wetlands, stream sediments,vegetation, endangered species, and stormwater i unoff or discharge. 9. Default: If either party defaults (that is fails to perform the acts required of there) in his contractual performance herein, the non-defaulting party may seek specific performance Page 5 of 9 INITIALS: Purchaser: /Date: Seller: /Date: a I l pursuant to the terms of this Agreement, damages, or rescission. If the non-defaulting party seeking damages or rescission is Purchaser, the earnest money, upon demand, shall be refunded. If the non-defaulting party seeking damages or rescission is Seller, the earnest money,upon demand, shall be forfeited and paid to Seller. Initials of: Seller: / Purchaser: 10. Closing: 10.1. Date of Closing: Following the Time of Closing, the chosen Title Company shall promptly record the deed and any other recordable documents with the appropriate county recording office and provide confirmation of recording to both parties. For purposes of this Agreement, "date of closing" shall be constricted as the date upon which all appropriate documents are recorded and proceeds of this sale are available for { disbursement to Seller. Funds held in reserve accounts pursuant to escrow instructions shall be deemed, for purposes of this definition,as available for disbursement to Seller. 10.2. Place of Closing:, The Closing of this transaction shall occur in such escrow, title i insurance company, or attorney as the Parties may agree, either in person or virtually in accordance with Washington law. 10.3. Time of Closing: The Time of Closing is the sale date, which shall occur on February 18, 2026, provided all contingencies required under section 4 herein have been j satisfied by both parties. 10.4. Seller's Deliveries at the Time of Closing: On or before the Time of Closing, Seller shall deliver (or cause to be delivered) to Purchaser, a duly-executed and acknowledged Quit Claim Deed conveying to Purchaser, fee simple title to the Property (the "Deed"). The Deed will be in a form prepared by Seller, subject to the reasonable approval of Purchaser. l J 10.5. Purchaser's Deliveries at the Time of Closing: On or before the Time of Closing, Purchaser shall deliver to Seller, the remainder of the Purchase price. 10.6. Closing Costs: The Parties will split closing costs equally. 11. Seller Lease-Back Option: 11.1. Notwithstanding the Date under Section 10.3 herein,if Seller's new location is not ready for occupancy by February 15, 2026, Seller shall have the option to lease the Property back from Buyer following Closing, subject to the following terms: 11.2. Exercise of Option:_Seller may exercise the Lease-Back Option by providing written notice to Buyer no later than five (5) business days prior to the Time of Closing Page 6 of 9 INITIALS: Purchaser: /Date: Seller: /Date: i i l Date stating that Seller's new location will not be ready for occupancy by February 15, 2026, and that Seller is requesting to exercise its Lease-Back Option. Provided that the request is timely made by Seller, Buyer is obligated to honor the request. 11.3. Lease-Back Term: Unless otherwise agreed to in writing, the Lease-Back shall commence on the Trine of Closing Date and shall continue on a month-to-month basis until the earlier of: i (a) the last day of whatever month Seller's new location becomes ready for occupancy; or I (b)March 31,2026. 11.4. Rent and Utilities: During the Lease-Back term, Seller shall pay monthly rent in j the amount of$1,500.00 per month, due on or before the first day of each month. Seller 1 shall also be responsible for all utilities and sei vices associated with the Property during { the Lease-Back term,unless otherwise agreed. i 11.5. Form of Lease: In the event the parties do not finalize a separate lease document, the teams of this Lease-Back Option shall constitute the binding lease terms. 1 11.6. Condition of Property and Maintenance: Seller shall maintain the Property in substantially the same condition as of the Time of Closing Date,reasonable wear and tear { excepted, and shall be responsible for routine maintenance during the Lease-Back term. 11.7. No Tenancy Rights Beyond Lease-Back; Seller acknowledges that its occupancy is temporary and.expressly limited to the Lease-Back terns described above. Seller waives any right to claim additional tenancy, holdover rights, or possession beyond the Lease- j Back period. 12. Possession: Seller shall deliver possession of the Property to Purchaser on the Date of Closing. 13. Governing Law and Venue; This Agreement shall be interpreted, construed and enforced. '9 according to the laws of the State of Washington. Venue of any lawsuit arising out of this Agreement shall be in Kittitas County,Washington. 1 14.Notices: Subject to the requirements of any applicable statute, any notices required or permitted by law or under this Agreement shall be in writing and shall be (i) personally delivered, or(ii) sent by first class certified or registered mail, return receipt requested, with postage prepaid,to the parties' addresses set forth herein.Either party may change such address for notice. All notices which are so addressed and paid for shall be deemed effective when personally delivered, or, if mailed, on the earlier of receipt of three (3) days after deposit thereof in the U. S. mail Page 7 of 9 INITIALS: Purchaser: /Date: Seller: /Date: 15. Time of Performance: Time is of the essence of this Agreement and of all acts required to be i done and performed by the parties hereto, including, but not limited to, the proper tender of j each of the sums required by the terns hereof to be paid. i 16. Section Headings: The word or words appearing at the commencement of sections and subsections of this Agreement are included only as a guide to the contents thereof and are not 1 to be considered as controlling, enlarging or restricting the language or meaning of those sections or subsections. 17. Invalidity: In the event any portion of this Agreement should be held to be invalid by any court l of competent jurisdiction, such holding shall not affect the remaining provisions hereof unless {{ the court's ruling includes a determination that the principal purpose and intent of this I Agreement is thereby defeated. 18. Entire Agreement:All understandings and agreements,written and verbal,previously existing between the parties, if any, are merged into this Agreement which alone Rilly and completely expresses agreement of the parties, and the same is entered into after fiill investigation,neither I party relying upon any statement or representation made by the other not embodied herein. This Agreement may be modified only by a written amendment executed by all parties. 19. Counterparts:This Agreement may be executed in counterparts,each of which shall be deemed to be an original instrument. All such counterparts together shall constitute a fiilly executed i Agreement. 20. Amendment: This Agreement may not be modified or amended except by the written agreement of the parties. 21.No Brokers: The Parties agree that there are no brokers involved in connection with this purchase and sale. IN WITNESS WHEREOF the parties have signed and delivered this Agreement as of the day and year fist above written. Executed by the Parties to be effective as of the Effective Date set forth above. DATED this __day of February 2026. CITY OF ELLENSBURG By: Heidi Behrends Cerniwey, City Manager Attest: Page 8 of 9 INITIALS: Purchaser: /Date: Seller: /Date: Beth Leader, City Clerk Approved as to form: I I j I Christopher Horner, City Attorney a DATED this day of Jamaiy 2026. 1 BOARD OF KITTITAS COUNTY 3 COMMISSIONERS I CORY WRIGHT, Chair BRETT WACHSMITH,Vice-Chair 3 LAURA OSIADACZ,Conmissioner ATTEST: Julie Kjorsvik, Clerk of the Board Page 9 of 9 INITIALS: Purchaser: /Date: Seller: /Date: