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HomeMy WebLinkAboutReg 2007-11-05 Item 6 - Agreement - Duwamish Gardens Purchase and Sale Agreement with Rinaldo M. and Lorraine Carosino & magda Torghele COUNCIL AGENDA SY1VOPSIS tc y O iZ Initials ITEM No. s o Meeting Date J Prepared +7/i by Mayor! review Council review N t 11/05/07 1 RL ri 1 J11,t; rsos I l ITEM INFORMATION CAS NUMBER: 07-130 `ORIGINAL AGENDA DATE: NOVEMBER 5, 2007 AGENDA ITEM TrrLE Duwamish Gardens Purchase and Sale Agreement CATEGORY Discussion Motion Resolution Ordinance Bid Award Public Heanng Other Mtg Date Mtg Date 11/5/07 ?gig Date Mtg Date Mtg Date Mfg Date Mtg Date: SPONSOR Council Mayor Adm Svcs DCD Finance Fire Legal P& R Police ®PPV SPONSOR'S This agreement is for the purchase of the Duwamish Gardens site. This 2.18 -acre property SUMMARY is adjacent to the Duwamish River immediately downstream of East Marginal Way South. The property has approximately 500 feet of river frontage that could be a habitat restoration site. To date, a total of $3,158,521 of funding has been secured for the purchase and construction of this site. REVIEWED BY COW Mtg. CA &P Cmte F &S Cmte Transportation Cmte Utilities Cmte Arts Comm. Parks Comm. Planning Comm. DATE: 10/23/07 RECOMMENDATIONS: SPONSOR /ADMIN. Authorize Mayor to sign the Purchase Sale Agreement. COM IIriEE Unanimous approval; forward to Regular Council. COST IMPACT FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $0.00 $0.00 Fund Source: 301 Parks (new page 23, Proposed 2008 CIP) Comments: Due to negotiations, for the sale of the property, we are unable to list the appraised value. MTG. DATE RECORD OF COUNCIL ACTION 11/05/07 MTG. DATE ATTACHMENTS 11/05/07 Information Memo dated October 18, 2007 Funding Summary Purchase and Sale Agreement Community Affairs and Parks Committee Meeting Minutes from October 23, 2007 1 INFORMATION MEMO To: Mayor Mullet From: Public Works Director Date: October 18, 2007 Subject: Duwamish Gardens Project No. 06 -DRO2 Property Purchase ISSUE Approve a Purchase and Sale Agreement for the acquisition of the Duwamish Gardens site. BACKGROUND The Carrasino family contacted King County offering to sell their 2.18 -acre property adjacent to the Duwamish River as a Habitat Restoration Site. The property known to the family as "Duwamish Gardens" is located on the right bank of the Duwamish River immediately downstream of East Marginal Way South and has approximately 500 feet of river frontage. Public Works has coordinated with King County staff to complete grant applications and evaluated the property for potential habitat improvements. To date, a total of $3,158,521 has been secured for the purchase and restoration of the site. The WRIA 9 Steering Committee has recommended including this site in their Three -Year Watershed Implementation Priorities List. ACTION TAKEN King County, acting as the City's agent has completed an appraisal of the site and drafted a Purchase and Sale Agreement. This agreement presents an offer based on the appraised value and is contingent on the following items: 1. An Environmental Review to ensure there has not been any significant releases of hazardous materials. 2. An Archaeological Review to ensure the excavations within the property can be completed. 3. Building Demolition review to ensure that the existing structures on the site can be removed. 4. City Council Approval for final funding of the property. RECOMMENDATION Approve the Mayor to sign the Purchase and Sale Agreement for this property. attachments: Funding Summary Purchase and Sale Agreement (P:Pmcas A. DR Projass'O6DROPPropaty Purchase Info Memo) Funding Summary for Duwamish Gardens Acquisition October 22, 2007 Estimated Project Costs: Acquisition Phase Total property interest value Appraisal Title and appraisal work (approximately $12k to $15k) 15,000 Closing, fees, taxes 6,000 Relocation (approximately $50k to $75k) 75,000 Hazardous waste reports (approximately $18k to $26k) 26,000 Archeological investigations (approximately $10k to $20k) 20,000 Directly related staff, administration and legal costs (King County) (approximately $12k to $18k) 18,000 Total Project Costs I To Be Determined Match Funds Expended Funding Sources: Acquisition Date Committed or Committed (Amount) Salmon Recovery Funding Board 2006 committed $311,000 WRIA 9 King Conservation District grant 2006 committed 15,000 City of Tukwila 2007 Budget 50,000 Conservation Futures 2006 2006 committed 350,000 Washington State Aquatic Lands Enhancement Account Grant 2007 committed 457,521 King Conservation District grant (requested by WRIA 9 Forum) 2007 committed 225,000 Conservation Futures 2007 2007 in process 350,000 *Washington State Capital Budget 2007- 2009 (ESHB 1092, Section 3175) 2007 committed 1,400,000 Total: 53,158,521 *A total of $1,400,000 was committed for this project and only $281,479 will be used for acquisition, the remaining funds will be used for construction. P'\PROJECTS\A- DR Projects\06dr02 (Duwamish Gardens)\Funding Duwamish Gardens 10- 18- 07.doc CITY OF TUKWILA CONSERVATION FUTURES PROGRAM DUWAMISH GARDENS PROJECT CAROSINO PARCEL REAL ESTATE PURCHASE AND SALE AGREEMENT This Agreement is made as of the date this instrument is fully executed by and between RINALDO M. CAROSINO AND LORRAINE CAROSINO, husband and wife; and MAGDA TORGHELE, as her separate estate "Seller and The City of Tukwila, a municipal corporation of the State of Washington "Buyer for purchase and sale of that certain property situated in King County, Washington, described on Exhibit "A and all rights appurtenant (the "Property 1. PURCHASE PRICE: The total purchase price for the Property is "Purchase Price The Purchase Price is payable at closing in cash. 2. TITLE: 2.1 Deed: At closing, Seller will execute and deliver to Buyer a Statutory Warranty Deed conveying and warranting good and marketable title to the Property free and clear of all defects or encumbrances except for the lien of real estate taxes and drainage service charges not yet due and payable and those defects and/or encumbrances (if any) identified on Exhibit "B" (collectively, "Permitted Exceptions 2.2 Title Insurance: At closing, Buyer shall receive (at Buyer's expense) an owner's Standard ALTA policy of title insurance, dated as of the closing date and insuring Buyer in the amount of the Purchase Price against loss or damage by reason of defect in Buyer's title to the Property subject only to the printed exclusions appearing in the policy form and any Permitted Exceptions. 3. CONTINGENCIES: 3.1 Environmental Review Contingency: The sale of the Property is contingent on a determination by Buyer based upon an Environmental Site Assessment that there are not and have not been any significant releases of hazardous materials on the Property. Seller hereby grants Buyer's employees, agents or contractors a right of entry onto the Property for any site inspections and testing, including but not limited to collection and testing of bore samples from random locations within the Property, performed in Purchase Sale AG.doc Page 1 of 12 10/25/07 connection with such Assessment. In connection with such inspections, Buyer agrees to hold harmless, indemnify and defend Seller, its officers, agents and employees, from and against all claims, losses, or liability, for injuries, sickness or death of persons, including employees of Buyer caused by or arising out of any act, error or omission of Buyer, its officers, agents, contractors, subcontractors or employees in entering Seller's property for the above purposes, to the extent not caused by or arising out of any act, error or omission of Seller, its officers, agents and employees. 3.2 Archaeological Review: The sale of the property is contingent on completion of an archaeological review sufficient to insure that planned excavations within the Property may be completed. 3.3 Building Demolition: The sale of the Property is contingent on approval of demolition of the improvements thereon by the agency or agencies responsible for monitoring and enforcement of statutes, ordinances and regulations pertaining to historic preservation. 3.4 Council Approval: The sale of the Property is contingent on approval and appropriation by the City Council of the City of Tukwila of funds sufficient to close the sale. 3.5 Removal of Contingencies: Buyer shall have a period of 120 days from the date all parties have signed this Agreement to remove all contingencies. Buyer may remove such contingencies by sending written notice thereof to Seller pursuant to Paragraph 7 herein. If the contingencies are not removed within this period, this Agreement shall be null and void. 4. RISK OF LOSS: Seller will bear the risk of loss of or damage to the Property prior to closing. In the event of such loss or damage to the Property, Seller shall promptly notify Buyer thereof and Buyer may, in its sole discretion, terminate this Agreement by giving notice of termination to the Seller. 5. SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS: Seller represents, warrants and covenants to the Buyer at the date of execution of this Agreement and the date of closing that: 5.1 Authority: Seller, and the person(s) signing on behalf of Seller, has full power and authority to execute this Agreement and perform Seller's obligations, and if Seller is a corporation, all necessary corporate action to authorize this transaction has been taken; 5.2 No Leases: The Property is not subject to any leases, tenancies or rights of persons in possession; 5.3 No Material Defect: Seller is unaware of any material defect in the Property; Purchase Sale AG.doc Page 2 of 12 10/25/07 5.4 Debris and Personal Property: Seller will remove all debris and personal property, prior to each closing, located on the Property (if any) at Sellers cost and expense, and Seller will indemnify and hold Buyer harmless from all claims and expenses arising from such removal; 5.5 Contamination: Seller represents and warrants that he /she /it has not caused or allowed the generation, treatment, storage, or disposal of hazardous substances on the property, except in accordance with local, state, and federal statutes and regulations, nor caused or allowed the release of any hazardous substance onto, at, or near the Property. Seller is in compliance with all applicable laws, rules, and regulations regarding the handling of hazardous substances, has secured all necessary permits, licenses and approvals necessary to its operation on the Property, and is in compliance with such permits. Seller has not received notice of any proceedings, claims, or lawsuits arising out of its operations on the Property and, to the Seller's knowledge, the property is not, nor has it ever been subject to the release of hazardous substances. 5.6 Fees and Commissions: Seller shall pay for any broker's or other commissions or fees incurred by the Seller in connection with the sale of the Property and Seller shall indemnify and hold Buyer harmless from all such claims for commission and/or fees. 5.7 Indemnification: Seller agrees to indemnify, defend, and hold harmless Buyer, its employees, agents, heirs and assigns, from and against any and all damage, claim, liability, or loss, including reasonable attorney's and other fees, arising out of or in any way connected to the breach of any representation or warranty contained herein. Such duty of indemnification shall include, but not be limited to damage, liability, or loss pursuant to all federal environmental laws, Washington State environmental laws, strict liability and common law. 6. CLOSING: 6.1 Time for Closing: The sale will be closed in the office of the Closing Agent not later than twenty one (21) days from the date all contingencies set forth in Paragraph 3 herein have been removed, or as soon thereafter as practicable. Buyer and Seller shall deposit in escrow with the Closing Agent all instruments, documents and moneys necessary to complete the sale in accordance with this Agreement. As used in this Agreement, "closing" and "date of closing" means the date on which all appropriate documents are recorded and proceeds of the sale are available for disbursement to Seller. The Closing Agent shall be: Stewart Title Guaranty Company 1420 Fifth Avenue, Suite 500 Seattle, WA 98101 Purchase Sale AG.doc Page 3 of 12 10/25/07 6.2 Prorations: Closing Costs: Seller will pay real estate excise taxes (if any are due) and real property taxes prorated through the date of closing. Buyer will pay the premium for its owners title insurance policy, the cost of recording the Statutory Warranty Deed from the Seller, and the Closing Agents escrow fees. 6.3 Possession: Buyer shall be entitled to possession of the Property at Closing. 7. NOTICES: Any notices required herein shall be given to the parties at the addresses listed below: TO SELLER: TO BUYER: Rinaldo M. Carosino The City of Tukwila Lorraine Carosino Department of Public Works Magda Torghele 6300 Southcenter Boulevard, Suite 100 10652 Des Moines Memorial Drive Tukwila, WA 98188 Seattle, WA 98168 8. GENERAL: This is the entire agreement of the Buyer and Seller with respect to the Property and supersedes all prior or contemporaneous agreements between them, written or oral. This Agreement may be modified only in writing, signed by Buyer and Seller. Any waivers under this agreement must be in writing. A waiver of any right or remedy in the event of a default will not constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement is for the benefit of and binding upon, Buyer and Seller and their heirs, personal representatives, successors and assigns. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision. Time is of the essence in this agreement. 9. WASTE; ALTERATION OF PROPERTY: Seller shall not commit waste on the Property, nor shall Seller remove trees or other vegetation, coal, minerals or other valuable materials nor shall Seller substantially alter the surface or subsurface of the Property without the express written consent of Buyer. 10. SURVIVAL OF WARRANTIES: The terms, covenants, representations and warranties shall not merge in the deed of conveyance, but shall survive closing. 11. TERMINATION OF OFFER: This offer shall terminate if not accepted by Seller on or before November 30, 2007. Purchase Sale AG.doc Page 4 of 12 10/25/07 Signed in duplicate original. BUYER: The City of Tukwila, a municipal corporation of the State of Washington. BY: Steven M. Mullet, Mayor Date: APPROVED AS TO FORM: Office of the City Attorney BY: SELLER: Rinaldo M. Carosino Date Lorraine Carosino Date Magda Torghele Date EXHIBITS: Exhibit A, Legal Description Exhibit B, Permitted Exception/Title Report Purchase Sale AG.doc Page 5 of 12 10/25/07 STATE OF WASHINGTON )SS. COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledged it as the of the City of Tukwila to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: Printed name Notary Public in and for the State of Washington Residing at My appointment expires Purchase Sale AG.doc Page 6 of 12 10/25/07 STATE OF WASHINGTON) )SS COUNTY OF KING On this day of 2007, before me, the undersigned, a Notary Public in and for the State of duly commissioned and sworn personally appeared Rinaldo M. Carosino, to me known to be the individual described in and who executed the foregoing instrument, and acknowledged to me that he signed and sealed the said instrument as his free and voluntary act and deed for the uses and purposes therein mentioned. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. Printed name Notary Public in and for the State of Washington, residing at City and State My appointment expires Purchase Sale AG.doc Page 7 of 12 10/25/07 STATE OF WASHINGTON) )SS COUNTY OF KING On this day of 2007, before me, the undersigned, a Notary Public in and for the State of duly commissioned and sworn personally appeared Lorraine Carosino, to me known to be the individual described in and who executed the foregoing instrument, and acknowledged to me that she signed and sealed the said instrument as her free and voluntary act and deed for the uses and purposes therein mentioned. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. Printed name Notary Public in and for the State of Washington, residing at City and State My appointment expires Purchase Sale AG.doc Page 8 of 12 10/25/07 STATE OF WASHINGTON) )SS COUNTY OF KING On this day of 200_, before me, the undersigned, a Notary Public in and for the State of duly commissioned and sworn personally appeared Magda Torghele, to me known to be the individual described in and who executed the foregoing instrument, and acknowledged to me that she signed and sealed the said instrument as her free and voluntary act and deed for the uses and purposes therein mentioned. WITNESS my hand and official seal hereto affixed the day and year in this certificate above written. Printed name Notary Public in and for the State of Washington, residing at City and State My appointment expires Purchase Sale AG.doc Page 9 of 12 10/25/07 CITY OF TUKWILA CONSERVATION FUTURES PROGRAM DUWAMISH GARDENS PROJECT CAROSINO PARCEL EXHIBIT A LEGAL DESCRIPTION PARCEL A: That portion of Government Lot 1, Section 10, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Commencing South 00 °32'40" West 636.35 feet from the Northwest corner of Government Lot 1; Thence South 88 °51'20" East parallel with the North line thereof 208.79 feet to the TRUE POINT OF BEGINNING; Thence North 69°47'10" East 514 feet, more or less, to the Westerly line of East Marginal Way; Thence South along said line to the Duwamish River; Thence Westerly along said river to a point bearing South 20 °12'50" East from the the true point of beginning; Thence North 20 °12'50" West to the TRUE POINT OF BEGINNING; EXCEPT the Northerly 90 feet of the Easterly 100 feet thereof; EXCEPT the Southerly 90 feet of the Northerly 180 feet of the Easterly 100 feet thereof; AND EXCEPT that portion conveyed to King County by deed recorded under Recording Number 8708280481. PARCEL B: The Northerly 90 feet of the Easterly 100 feet of the following described property: That portion of Government Lot 1, Section 10, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Commencing South 00 °32'40" West 636.35 feet from the Northwest corner of Government Lot 1; Purchase Sale AG.doc Page 10 of 12 10/25/07 Thence South 88 °51'20" East parallel with the North line thereof 208.79 feet to the TRUE POINT OF BEGINNING; Thence North 69°47'10" East 514 feet, more or less, to the Westerly line of East Marginal Way; Thence South along said line to the Duwamish River; Thence Westerly along said river to a point bearing South 20 °12'50" East from the the true point of beginning; Thence North 20 °12'50" West to the TRUE POINT OF BEGINNING; PARCEL C: The South 90 feet of the North 180 feet of the East 100 feet of the following described property: That portion of Government Lot 1, Section 10, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Commencing South 00 °32'40" West 636.35 feet from the Northwest corner of Government Lot 1; Thence South 88 °51'20" East parallel with the North line thereof 208.79 feet to the TRUE POINT OF BEGINNING; Thence North 69 °47' 10" East 514 feet, more or less, to the Westerly line of East Marginal Way; Thence South along said line to the Duwamish River; Thence Westerly along said river to a point bearing South 20 °12'50" East from the the true point of beginning; Thence North 20 °12'50" West to the TRUE POINT OF BEGINNING; Purchase Sale AG.doc Page 11 of 12 10/25/07 CITY OF TUKWILA CONSERVATION FUTURES PROGRAM DUWAMISH GARDENS PROJECT CAROSINO PARCEL EXHIBIT B PERMITTED EXCEPTIONS /TITLE REPORT Those special exceptions listed on Stewart Title Guaranty Company Title Report #206132608 dated Undated, and any supplements thereto (which Title Report and Supplements are incorporated into this Agreement by this reference) numbered 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 18, 19 and 20. Purchase Sale AG.doc Page 12 of 12 10/25/07 o? 1t r y. 2 C of Tukwila a i iD r --1 ycP': �y ,,a Community Affairs Parks Committee 190 COMMUNITY AFFAIRS AND PARKS COMMITTEE Meeting Minutes October 23, 2007- 5:00 p.m. PRESENT Councilmembers: Pam Linder, Chair; Pam Carter and Dennis Robertson Staff: Rhonda Berry, Kevin Fuhrer, Jack Pace, Sandra Whiting, Bruce Fletcher, Rick Still, Curt Chandler, Stephanie Gardner, Jim Morrow, Ryan Larson, and Gail Labanara CALL TO ORDER: Committee Chair Linder called the meeting to order at 5:03p.m. I. PRESENTATIONS No presentations. II. BUSINESS AGENDA: Item B was discussed first as Pam Carter arrived late. A. Duwamish Gardens Acauisitions Property Purchase Ryan Larson reviewed the history and location of this site. Last week, we were informed that the potential sale by another buyer had fallen through and that King County was ready to negotiate. King 4 County requested that the purchase and sale agreement be forwarded to CAP and Council as soon as possible. Due to the negotiations, staff is not able to list the appraised value but would like authorization to submit an offer up to 10% over the appraised value. Ryan also reported that there appears to be enough grant funding for acquisition and construction and distributed a new CIP page to update the 2008 Proposed CIP. UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 5 REGULAR MEETING. B. Renewal of Moratorium on Certain Tunes of Sienaae Jack Pace stated that the current moratorium on animated and electronic signs would expire at the end of November. Staff is asking that the moratorium be continued for an additional 180 days. Due to the cancellation of the Nov. 13 COW, they are also requesting that the item be forwarded to Nov. 19. UNANIMOUS APPROVAL. FORWARD TO NOVEMBER 19 REGULAR MEETING. C. Tukwila Pond Water Oualitv Feasibility Study and Desian Update Rick Still gave a brief overview of the landscape design and then Sandra Whiting presented the concepts for the proposed water quality improvements. The first item includes hydroponic islands, which are floating islands with wetland vegetation that look natural and would provide shade and phosphorous removal. The second item was laying aeration lines at the bottom of the pond for pumping air and injecting alum flocculate to remove the phosphorous, which feeds the algae. Sandra did state that if we dredge the pond, there is a strong possibility that we risk permanently draining the pond. The third item is planting emergent reeds in the southwest corner of the pond. The final option includes bringing clean water by diluting and flushing with clean tap water or river water. Pam C. asked about using reclaimed water or a water feature that could aerate and improve oxygen levels. TetraTech, the consultant, will give a presentation to Council by year -end. INFORMATION ONLY.