12-054.00 Pring Corporation: Purchase of Real EstateOFFICE OF THE CITY ATTORNEY
►If -1 CITY OF U0�11e KELLY E. KO CARY P. DRISKELL —CITY ATTORNEY
NKRIGHT — DEPUTY CITY ATTORNEY
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Valle✓ 11707 East Sprague Avenue Suite 103 ♦ Spokane Valley WA 99206
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509.720.5105 ♦ Fax: 509.688.0299 ♦ cityattorney@spokanevalley.org
LETTER OF INTENT FOR PURCHASE OF REAL ESTATE
This Letter of Intent to purchase real estate outlines the basic terms upon which the City of
Spokane Valley ( "Purchaser ") may purchase land from Pring Corporation ( "Seller ") for
parks, recreation, library, and ancillary public uses. The property in question is located in the
City of Spokane Valley, Washington and is comprised of Spokane County parcel numbers
45174.9053, 45174.9054, 45174.9055, and 45174.9056. This letter is not a binding
agreement but merely a Letter of Intent, under which the potential terms of the purchase are
described. The terms in Section 2 below are only suggested terms which would be
incorporated into a separate Purchase and Sale Agreement, which may or may not be
executed at a later date. Neither party is bound to include these terms or precluded from
negotiating other terms for such agreement. In the event the parties execute a Purchase and
Sale Agreement, it shall become the only binding and definitive document for this purchase.
Subject to the foregoing limitations the parties agree as follows:
1. Due Diligence Material: Seller to provide Purchaser with at least the following
documents within 15 days from the execution of this Letter of Intent:
A. A current legal description of the Property;
B. An existing survey of record, if available in possession of Seller;
C. Copies of other contracts or agreements in Seller's possession which may have an
impact on the sale or use of the Property; and
D. Copy of current year's real estate tax bill and current assessment.
2. If a Purchase and Sale Agreement is executed, it may include but shall not be limited
to the following terms:
A. Property: Approximately 8.4 acres of undeveloped land located on the north side
of Sprague Avenue between the blocks of Balfour Road and Herald Road (the
"Property "), comprised of Spokane County Assessor's parcel numbers
45174.9053, 45174.9054, 45174.9055, and 45174.9056. The Property boundaries
shall be defined through a survey of record, paid for by Seller. The Property shall
be delivered to Purchaser with clear title and in an "AS IS" condition.
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B. Purchase Price: The negotiations for a purchase price shall be based upon the
current market value for the Property. Current market value will be determined
through an appraisal by Garrett Waldner, a licensed appraiser from Yakima
Washington, and paid for by the City. Seller shall have the right to hire a licensed
appraiser to review the appraisal by Mr. Waldner for compliance with normally
accepted appraiser industry standards. The purchase price will be paid all cash at
closing. Nothing herein obligates either party to accept a purchase price.
C. Contingencies: Purchaser's obligation to purchase and Seller's obligation to sell
the Property under any Purchase and Sale Agreement shall be contingent upon the
satisfaction of the following conditions:
1. Purchaser shall obtain a Phase One Environmental Assessment. The cost
of this assessment shall be borne by Purchaser. The City reserves the right
to terminate negotiations in the event the results of the environmental
assessment reveals contamination that affects the value or ability to use
the Property for any purpose;
2. Purchaser's approval of all encumbrances and obligations on the Property
identified in a title insurance policy commitment obtained by the
Purchaser from a title insurance company of Purchaser's choosing;
3. Purchaser's approval of any encumbrance or obligation imposed on the
Property by other existing contracts or agreements;
4. Purchaser's approval of physical inspections and studies of the Property, if
any, at Purchaser's expense;
5. Seller's and Purchaser's confirmation that all contingencies have either
been satisfied or waived;
6. Approval of an interlocal agreement between the Spokane County Library
District (Library District) and City regarding the sale of a portion of the
Property to the Library District, and terms of development of the entire
Property; and
7. Approval by City Council of an approved conceptual master plan,
including a traffic study identifying anticipated frontage and related
infrastructure improvements necessitated by the proposed development.
D. Closing: To take place within 45 days after removal or waiver of Purchaser's and
Seller's contingencies.
E. Escrow Holder: Escrow to be held by First American 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, except as otherwise specifically stated herein. Each party
will be responsible for its own attorneys' fees and costs.
G. Taxes and utility charges: Seller shall be responsible for all utility charges and
real estate taxes to the close of escrow, after which they shall become the
responsibility of Purchaser.
H. Disclosure of Defects: Seller shall be obligated to disclose all open or hidden
defects on the Property of which Seller is aware or has notice may be on the
Property.
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 outlined in this Letter of Intent and, if
satisfied, to negotiate in good faith the terms and conditions of a Purchase and
Sale Agreement.
B. Neither party hereto shall be under any legal obligation to purchase or sell the
Property under this Letter of Intent unless and until a Purchase and Sale
Agreement is fully 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 July 2, 2012. The
parties may, by mutual written agreement, extend this time period.
5. Authorization of Representation: Purchaser will be represented by Mike Jackson, City
Manager, or Mike Stone, Parks Director to negotiate the terms and conditions of the Purchase
and Sale Agreement. Seller authorizes Jack Pring to represent it in negotiations. Nothing in
this provision shall commit either party to paying a real estate brokerage fee.
6. Council Approval: This Letter of Intent, the contemplated Purchase and Sale
Agreement, an interlocal agreement between the City and the Spokane County Library
District, as well as 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. Termination. This Letter of Intent shall terminate at 4:00 p.m. on July 2, 2012 unless, by
mutual written agreement, it is extended.
AGREED AND ACCEPTED:
City of S okan Valley
By:
Mike
Its: Cites
Date: �/y 611-7
AGREED AND ACCEPTED:
Pring Corporation
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Its: v�.
Date: 4. A #- 201 Y