08-043.00 University City: City Hall Property Purchase Agreement. ~ ~ •
S~'~okane
p
• Valley°
11707 E Sprague Ave Suite 10b 1 Spokane Valley WA 9920b
509.921.1000 • Fax: 509.921.1008 • city~allpspokanevalley.org
May 5, 2008
Jim Reinhardsen
vlanaging Director
Heartland LLC
524 Second Ave
Suite 200
Seattle, WA 98004
Re: Letter ofLtte~it co Purclrase/City ofSnokar:e Valley and University City, Inc.
Dear Jim:
This i/etter of Intent to Purchase outlines the basic terms upon which the City of Spokane Valley
(":Purchaser") would purchase land from University City, Inc. ("Seller") for City Hall and
ancillary public uses located on the Seller's property in the City of Spokane Valley, `~~ashington.
This letter is not meant to be a formal binding agreement but merely a Letter of Intent under
which the proposed ternis of the purchase are described. The ternis agreed to by the parties in
this Letter of Intent are intended to be incorporated in the Purchase and Sale.Agreement which is
to follow. The Purchase and Sale Agreement, once fully executed, shall become the binding
definitive document for this purchase. •
Subject to the foregoing limitations, the following sets forth the basic terms of the Purchaser's
intent and a description of the City Center development and certain associated processes:
1. Due Diligence Material: Senor to provide Purchaser with at least the follo~i~ing
documents within thirty (30) days from the execution of this T.,etter of Intent and a
meeting of the parties ~~~hich confirms a process and calendar for Purchase and Sale
Agreement negotiations, whichever is later:
1. A current legal description of the Property;
2. An existing AL•TA survey, if available;
3. Copies of all tenant leases relevant to the Property;
4. Copies of utility bills pertaining to the Property;
5. Level One .Environmental Assessment, if available and any other
. environmental sh~dies in Seller's possession pertaining to the City Center
site which could influence the Property;
6. Copies of other contracts or agreements in Seller's possession which may
have an impact on the sale or use of the Property; and
7. Copy of current year's real estate tax bill and current assessment.
2. T•he Purchase and Sale Agreement may include but shall not be limited to the following
terms•
C08-43
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A. Froperty: Approximately five (5) -nine (9) acres of the Seller's 35 acres of land
located on the west side of University Avenue at Sprague Avenue. (the "Property").
The specific Property boundaries shall be defined through a conceptual master
planning process to be collaboratively undertaken by the parties. Property boundaries
defined through an ALTA survey. The Property shall be delivered to Purchaser with
clear title and in its "AS IS" condition.
B. Purchase Price: The purchase price shall be based upon the current market value
for the Property. Market value shall be determined through an appraisal process, which
shall be defined and agreed upon as a part of the Purchase and Sale Agreement. The
purchase price will be paid all cash at closing. The parties may agree to modify the
purchase price to account for other contributions or assumptions of liability.
C. Contingencies: Purchaser's obligation to purchase and Seller's obligation to sell the
Property under the Purchase and Sale Agreement shall be contingent upon the
satisfaction of the following conditions:
1. Purchaser's approval of a completed and acceptable Level One
Environmental Assessment. The cost of such an assessment, if any, shall
be as agreed to between the parties;
2. Purchaser's approval of any encumbrance or obligation imposed by other
contracts or agreements in Seller's possession which may have an impact
on the sale or use of the Property;
3. Purchaser's approval of physical inspections and studies of the Property at
Purchaser's expense;
4. An agreed upon property configuration and size;
5. Division of the Property by Seller;
6. An agreement as to:
a. The timetable for removal of existing struch~res on the Ciry
Center site and identification of the party responsible for such
removal;
b. The acquisition and or dedication of all public rights of way;
and
c. An acceptable schedule for construction of public facilities,
roads and amenities, including the proposed relocation of
Dartmouth, as well as identification of the responsibility and
methodology for construction and payment of the same;
7. Adoption of the subarea plan by the Spokane ~~alley City Council;
8. Spokane Valley City Council approval of the above described agreements
and waiver of contingencies;
9. Implementation of a plan to construct the Spokane County Library District
facility at the adjacent site;
10. Development of an acceptable plan for financing and constructing City
Hall; and
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1 ] .Seller's and Purchaser's confirmation that all contingencies have either
been satisfied or waived.
D. Closin To take place thirty (30) days after removal of Purchaser's and Seller's
contingencies; provided that closing cannot occur later than January 31, 2010.
E. Escrow Holder: Escrow to beheld with a mutually acceptable title company.
F. Title Insurance: Seller to obtain a standard coverage title policy. Seller to pay for the
Washington State Excise Tax with all other closing costs to be split 50150 by
Purchaser and Seller. Notwithstanding the foregoing, each party will be responsible
for its .own attorneys and consultants fees and costs.
G. Closing Pro-Rations: Utility charges, charges under service contracts transferred to
Purchaser, and real estate taxes to be prorated as of the close of escrow.
3. Execution of Contract:
A. Immediately upon execution of this Letter of Intent, both parties agree to work in
good faith to satisfy the conditions outluied in this Letter of Intent and, if satisfed, to
negotiate in good faith the terms and conditions of the Purchase and Sale Agreement.
B. 1\'either party hereto shall be under any legal obligation under this Letter of Intent
until the Purchase and Sale Agreement is fillly executed.
4. Removal From Market: Seller agrees to remove the Property from the open market until
the Purchase and Sale Agreement is executed or negotiations pursuant to this Letter of Intent by
Purchaser and Seller have ceased, but in no event longer than September 30, 2008.
5. Authorization of Representation: Purchaser authorizes ClearPath, through IZob Larsen
and Mike Ragsdale, to represent it to negotiate the terms and conditions of the Purchase and Sale
Agreement. Seller authorizes Heartland, through Jim Reinhardsen and Chris Fiori to represent it
in negotiations. Each party shall be responsible for compensating its representative and nothing
in this provision shall commit either party to paying a real estate brokerage fee.
6. Council Approval: This Letter of Latent and the contemplated Purchase and Sale
Agreements and any other document binding Purchaser in any manner will require the approval
of the City of Spokane Valley City Council voting in an open public meeting.
7. Development Description: The parties intend that development of the City Center be
consistent with the adopted subarea plan. Prior to signing a Purchase and Sale Agreement; Seller
and Buyer will meet to discuss the subarea plan, in particular elements which might negatively
impact property value andlor delay the redevelopment momentum of the property.
A. Conceptual Plans: Purchaser and Seller are in agreement with the basic planning
concepts as illustrated in the Purchaser's Conceptual Plan for the City Center
Property. Purchaser and Sellee agree to outline a process to collaborate on the details
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of said plan as completed by Purchaser's consultants. Purchaser and Seller shall work
collaboratively to adjust this Conceptual Plan as needed once the City Center
developer is identified.
II. Developer Selection: Purchaser and Seller are aligned in attracting the highest quality
developer for the City Center. Purchaser and Seller agree to participate in the
developer selection in a manner consistent with Washington laws goveniing the City's
contract authority. !t is anticipated that the Seller will initiate the developer selection
process utilizing the contacts and experience of Purchaser's consultant Bob Gibbs
where appropriate and in consultation with designated City representatives. Seller
shall ultimately structure a commercially reasonable land lease with the developer(s)
once selected.
This Letter of Intent forms the basis of agreement betveen the parties.
Sincerely,
~~
Rob Larsen
C1earPath, LLC.
AGREED AND ACCEPTED: AGREED AiVD ACCEPTED:
City of Spokane Valley University City, Inc.
BY: ~~~~ ~ By: U~
Its: Its: r P ~/`~
Date: ~ = `v~ =D~ Date: ,S' (3 -O ~
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I-I. c1AMES MAGNUSON
ATTORNEY AT I,.AW
1250 NORT)-IW000 Gl:NTER COURT
POST OFFICE. BOX 2288
COEUR D'ALENE, IDAHO 8381 B-2288
Tc~a~HOnC (206)888.1596
FAZ (20H) 666-1700
May 14, 200$
Ciry of Spokane Valley
Attn: Mr. Dave Mercier, City Manager
11707 East Sprague Avenue
Spokane, 4VA 99206
llear iVlr. Mercier:
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1/nclosed please find duplicate originals of the Letter of Intent to Purchase/City of
Spokane Valley and University City, lnc., executed by me on behalf of University City,
Inc.
I have enjoyed working with various members of the City staff, and Rob Larsen
and Mike Ragsdale of ClearPath on the project.
Should you have any questions or need anything further on this, please don't
hesitate to contact me.
HJMaIb
enc.
cc: Jim Reinhardsen (w/enc.)
•
Spokane
jValley~
May 15, 2008
iVtr. H. James Magnuson, Attorney at Law
1250 Northwood Center Court
Po Idox 2288
Coeur d'Alene, Idaho 83816-2288
RE: Letter of Intent to Purchase
17ear Mr. Magnuson:
11707 E. Sprague Ave. • Suite 106. • Spokane Valley, WA 9920b
{509) 921-1000 • Fax {509) 921-1008 • cityhall@spokanevalley.org
)/nclosed for your files, please find a fiilly executed "Letter of Intent to Purchase." We a.re retaining one
of the duplicate originals for our files as well.
Our staff appreciates having this opportunity to work with you, and look forward to a continued favorable
relationship in t:he future.
Sincerely,
~) .~ g
Christine I3ainbridoe
Spokane Valley City Clerk
/cb
• ce: 1Vlike Connelly, Spokane Valley City Attorney (~~'/enc.)
Seott Kuhta, Spokvie Valley Senior Pl-mner (w/enc.)