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HomeMy Public PortalAboutPurchase and Sale AgreementCITY OF MCCALL March 26, 2010 Lori Blickfeldt Realty Specialist USDA Forest Service -Lands 324 25`h Street Ogden, UT 84401 Dear Ms. Blickfeldt, Enclosed are two copies of the signed and notarized Purchase and Sale Agreement from the City of McCall, Idaho for the McCall Riverview Parcel (aka Smokejumper Parcel). At this time, we have not executed the easement agreement to Frontier Telecom and have not issued payment of $140,000 for the parcel, because we are waiting for confirmation of a grant award from the Land and Water Conservation Fund through the National Park Service. The grant award is imminent, but we are prohibited from paying for the property until the grant award is received. Please contact me if you have any questions. We appreciate the USDA Forest Service's patience with this process and are eager to complete the purchase of the property. Sincerely, i1 CS/ Carol Coyle Grant Coordinator 216 East Park Street . McCall, Idaho 83638 . (208) 634-7142 . Fax (208) 634-3038 PURCHASE AND SALE AGREEMENT Direct Sale McCall Riverview Parcel (aka Smokejumper Parcel) Payette National Forest Intermountain Region THIS PURCHASE AND SALE AGREEMENT (hereinafter called the Agreement) is made and entered into on this day of , 2010, by and between the CITY of McCALL, hereinafter referred to as the PURCHASER, and the UNITED STATES OF AMERICA, acting by and through the Forest Service, U.S. Department of Agriculture, hereinafter referred to as the FOREST SERVICE. This Agreement is hereby executed pursuant to provisions of the Sec. 422, Title V, of the Forest Service Facility Realignment and Enhancement Act, 2005, P.L. 109-54, 119 Stat. 559-563; 16 U.S.C. 580d, as amended (FSFREA). WITNESSETH: WHEREAS, the parcel of land, and certain improvements, located in Sec. 16, T. 18 N., R. 3 E., Boise Meridian, as further described in Exhibit A, attached hereto and made a part hereof (the Property), is offered for sale to the Purchaser at the approved appraised market value sale price of ONE HUNDRED FORTY THOUSAND and NO/100 DOLLARS ($140,000.00). WHEREAS, the Purchaser agrees to pay the full sale price for purchase of the Property. NOW THEREFORE, in consideration of the terms and conditions of this Agreement, the Parties agree as follows: A. The Purchaser shall: 1. Pay the appraised market value of $140,000.00 within 120 days of the execution of this Agreement unless extended by mutual agreement. The Purchaser may elect to submit the payment directly to the Forest Service or utilize the services of an escrow company that both parties find acceptable for purposes of closing. If submitted directly to the Forest Service, the payment of the purchase price shall be made by certified or cashiers check and shall be submitted to the agency within 120 days of the execution of this Agreement. If escrow services are utilized, the payment and any escrow instructions or other necessary documentation related to closing shall be submitted to the escrow agent 120 days from the date of the execution of this Agreement, or within another timeframe that is found to be acceptable to both parties. Said payment of $140,000.00 shall constitute full payment for the described Property. 2. Bear the cost of any survey, if additional survey is needed. The Property has been surveyed by the Forest Service. As of the date of this Agreement, no additional survey work has been identified. Page 1 of 8 3. Bear escrow costs, including the cost of deed and easement recordation in the appropriate county land records, if escrow services are employed. 4. Bear the cost of title insurance as required or desired by the Purchaser. Note that the Federal government does not provide title insurance, title commitments, or other title documents. 5. Record the deed in the appropriate county land records and provide a certified true copy to the Forest Service. 6. Issue and record at closing an easement to Frontier Telephone for buried lines along Mission Street, and provide original recorded easement to Frontier Telephone, with a recorded copy to the Forest Service. B. The Forest Service shall: 1. Remove any personal property and equipment that is not included in the sale, prior to the date of closing. 2. Provide a copy of the Federal Land Status Report (attached) showing any encumbrances or outstanding rights on the Property, and a draft of the Quitclaim Deed for the Property (attached). 3. Upon receipt of the full payment from the Purchaser, execute and deliver a Quitclaim Deed conveying the Property to the Purchaser. Such Deed shall be prepared by the Forest Service. At closing the Property shall be free and clear of all exceptions to title, liens, easements, covenants, restrictions, encumbrances, etc., now known as Exceptions, except those shown on the Deed and the Federal Land Status Report. C. Other Terms and Conditions: 1. Notice of Hazardous Substance Activity: Based on a complete search of agency files, the Forest Service provides notice to the Purchaser that refuse disposal/landfill operations were conducted on the subject Property by the Purchaser and that hazardous substances and petroleum products commonly associated with the landfill refuse may have been stored or disposed of on said Property. 2. Covenants by the Purchaser: The Purchaser, including its successors and assigns, hereby acknowledges that it is liable under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (CERCLA) and other environmental laws for contamination on the Property. The Purchaser assumes full responsibility for any and all future actions that may be required under CERCLA or any other Federal or State environmental laws and regulations which are now or which may become applicable to the Property. The Purchaser hereby acknowledges that the Page 2 of 8 following language will appear on the Quitclaim Deed, and agrees to abide by its terms and conditions: THE GRANTEE, including its successors and assigns, hereby acknowledges that the Property is land upon which Federal Government operations have been conducted and are being terminated. THE GRANTEE, including its successors and assigns, acknowledge that the Grantor hereby provides notice to the Grantee, that refuse disposal/landfill operations conducted by the City of McCall (Grantee) have occurred on the subject Property, and that hazardous substances and petroleum products commonly associated with landfill refuse may have been stored or disposed of on said Property. THE GRANTEE, including its successors and assigns, hereby acknowledges that it is liable under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq. (CERCLA) and other environmental laws for contamination on the Property. The Grantee assumes full responsibility for any and all future actions that may be required under CERCLA or any other Federal or State environmental laws and regulations which are now or which may become applicable to the Property. The Grantee further agrees that the Property will be purchased in "as -is condition." THE GRANTEE, including its successors and assigns, hereby agrees to hold harmless, defend, and indemnify the United States from and against any liability, judgment, claim, penalty, fine or other adverse action (whether legal or equitable in nature, and including without limitation, court costs and attorneys' fees) brought against the United States after the date of this agreement by any person or entity under any Federal, State or local law, including but not limited to environmental and tort laws, with respect to any release or other condition at, from, or associated with the Property. This obligation to hold harmless, defend, and indemnify the United States shall survive the conveyance of the Property. Grantee, its transferees and assigns, or other successors in interest, agree that the above provisions shall be a covenant running with the Property. These covenants by the GRANTEE shall survive the subsequent conveyance of all or any portion of the Property to any person, shall be construed as running with the land, and may be enforced by THE UNITED STATES OF AMERICA in a court of competent jurisdiction. Notwithstanding the foregoing, this covenant does not apply to any condition of the property that results from Grantor's future use of the drainage pipeline and easement reserved herein. 3. The Purchaser agrees that no representative or agent of the United States has made any representations or promise with respect to this Agreement not expressly contained herein. Page 3 of 8 4. No Member of Congress, or Resident Commissioner, shall be admitted to any share or part of this Agreement or to any benefit that may arise there from unless it is made with a corporation for its general benefit (18 USC 431,433). 5. The terms of this contract shall be binding on the Purchaser and the Forest Service, subject to the terms and conditions herein provided: a. The Agreement is not terminated by mutual consent or upon such terms as may be provided in the Agreement. b. No substantial loss or damage occurs to the Property from any cause. c. No undisclosed hazardous substances are found on the Property prior to conveyance. 6. The Property will be sold as -is. 7. Both parties hereby certify that they have no present knowledge of any undisclosed hazardous substances known to be present on the Property described herein, and further agree to immediately notify the other party of such finding during the life of this Agreement. Notwithstanding such notice, the Forest Service shall furnish the appropriate environmental reviews on the property described herein. 8. In accordance with State law, either Party may record this Agreement in the appropriate county land records. IN WITNESS THEREOF, the Parties hereto have executed this Agreement the day and year first above written. PURCHASER 7 By: D 1 NALD C. AILEY Mayor City of McCall DATE Page 4 of 8 By: USDA FOREST SERVICE 10^t- I a1,,,.k1. JEANNE A. EVENDEN Director of Lands and Minerals Intermountain Region USDA Forest Service DATE ACKNOWLEDGEMENT STATE OF IDAHO ) )ss COUNTY OF VALLEY ) On this �5- day of , 2010, before me, —tze� W, a Notary Public in and for Valley County, personally appeared DONALD C. BAILEY, ayor, City of McCall, Idaho, the signer of the within instrument, who acknowledged to me that he executed the foregoing instrument, by duly delegated authority. Notary Public fo1Ke State of Idaho Residing in`—r-22 My Commission expires /. //90/( ACKNOWLEDGEMENT STATE OF UTAH ) )ss COUNTY OF WEBER ) On this C day of l I'V A/C1`' , 2010, before me, Lori Blickfeldt, a Notary Public in and for Weber County, personally appeared JEANNE A. EVENDEN, Director of Lands and Mineral, Intermountain Region, Forest Service, U. S. Department of Agriculture, the signer of the within instrument, who acknowledged to me that she executed the foregoing instrument, by duly delegated authority. LORI BUCKFEU?T 7MYPU X •eSTAEET UTAN OGDEN, UT 84401 COMM. EXP.11/30V2O11 N • .1 y Publfor the St e of Utah Residing in Layton, UT My Commission expires November 30, 2011 Page 5 of 8 EXHIBIT A Property that the Forest Service is proposing to sell: Boise Meridian T. 18 N., R. 3 E., Sec. 16, a parcel of land being a portion of that certain Record of Survey, recorded March 27, 1984, as Instrument No. 134732, Book 1, page 217 of Record of Surveys, Valley County, Idaho, and more particularly described as follows: Commencing at the section corner for Sections 16, 17, 20, and 21, of said Township and Range, being the POINT OF BEGINNING; thence N. 0°33'24" E., along the section line between said Sections 16 and 17, a distance of 1,325.43 feet to the S1/16 corner for said Sections 16 and 17; thence N. 89°55' 17" E., along the north boundary of the SWI/aSWI/a of said Section 16, a distance of 299.00 feet to a point on the easterly right-of-way line for Mission Street; thence S. 0°33'24" W., along the easterly right-of-way line, a distance of 385.43 feet to a point of curvature; thence along a curve to the right a distance of 307.69 feet to the point of tangency, said curve has a radius of 848.51 feet with the cord bearing of S. 10°56'42" W., and a chord distance of 306.01 feet; thence S. 21 °20'00" W., continuing along the said right-of- way line, a distance of 542.04 feet to a point of curvature; thence along a curve to the left a distance of 138.89 feet to a point on the section line for said Sections 16 and 21, said curve has a radius of 472.60 feet with the cord bearing of S. 12°54'52" W., and a chord distance of 138.39 feet; thence S. 89°38' 17" W., along the section line between said Sections 16 and 21, a distance of 21.92 feet to the section corner for said Sections 16, 17, 20 and 21, and the POINT OF BEGINNING. Containing 6.396 acres, more or less. SUBJECT TO a public road easement for Mission Street, dated November 3, 2008, issued to the City of McCall from the United States of America, for a public road and highway. Said easement recorded January 16, 2009, as Instrument No. 338103, in the records of Valley County, Idaho. RESERVING TO THE UNITED STATES OF AMERICA AND ITS ASSIGNS, the right to discharge drainage water from the tanker base airplane apron via a four -inch pipe passing under Mission Street, together with the right to access the subject Property without cost for all purposes deemed necessary or desirable by the United States of America and its assigns, to reconstruct and maintain said drainage line within the subject Property. The location of said buried drainage pipe within the above described property is more particularly described as follows: Page 6 of 8 EXHIBIT A (cont.) Boise Meridian T. 18 N., R. 3 E., Commencing at the south one -sixteenth (S1/16) corner between Sections 16 and 17 of said Township and Range; thence N. 89°55' 17" E., along the north boundary of the SWl/aSWI/a of said Section 16, a distance of 299.00 feet to a point on the easterly right-of-way line for Mission Street marked by a 21/2 inch aluminum cap on a 5/8 inch x 30 inch rebar, the POINT OF REFERENCE. Said buried drainage pipe enters the property at a point along the easterly right-of-way line bearing S. 0°33'24" W., 86.76 feet from said Point of Reference. Said pipe traverses approximately 75 feet to its terminus on the west side of Mission Street, with said terminus bearing S. 43°47'50" W., 109.55 feet from the Point of Reference. If the Regional Forester determines that the above drainage easement and pipe is no longer necessary, the easement traversed thereby shall terminate. Evidence for such termination shall be a statement in recordable form furnished by the Regional Forester to The City of McCall, or its successors or assigns in interest. The reserved drainage easement and pipe may be relocated to accommodate development of the City Park and its associated facilities. Grantee, at its sole cost, may relocate the identified reserved drainage easement and pipe; however, any such relocation or replacement must provide drainage service from the adjacent National Forest administrative lands that is equivalent to that provided by the easement and pipe sought to be relocated or replaced, and must be approved in advance by the authorized officer of the Payette National Forest. The authorized officer must concur, in writing, that the proposed relocation is consistent with Forest Service design standards and criteria for facilities of equivalent utility and condition in similar terrain in the vicinity of the property prior to any relocation action by Grantee. If Grantee, its successors or assigns in interest relocate the drainage pipe outside of the rights -of -way herein specified, the relocated drainage easement and pipe will be surveyed by metes and bounds at the sole expense of Grantee, its successors or assigns in interest, and that survey will be provided to the Forest Service within 60 days after relocation. A revised deed, acceptable to the Forest Service, describing the relocated easement will be delivered to the Forest Service for recording, prior to termination of any easement described herein by the Regional Forester, as outlined above. It is expressly acknowledged that the Grantee's right to relocate or replace the easement shall be a continuing right, which may be exercised as many times as the Grantee, in its sole discretion, deems necessary or desirable. It is further acknowledged that this right shall run with the land and may be exercised by the Grantee's assigns and successors in interest. Page 7 of 8 EXHIBIT A (cont.) Resolution of other encumbrances: 1. The Purchaser to accept "as -is" the City facility referred to as the J-Ditch. This facility is currently operating without Forest Service authorization. The J-Ditch is a buried effluent pipe in the Mission Street right-of-way that carries treated "clean" affluent from the City's sewer/settling ponds to nearby farmlands for fertilization. 2. The Purchaser to accept "as -is" the storm drainage culvert associated with Mission Street entering the property from the east, near the northeast corner. 3. The Purchaser to accept "as -is" the two unimproved, single-track roads that run through the property. One road accesses the river (through current City property), ending at the Sheep Bridge. The other road creates a north -south loop through the Property, starting and ending on Mission Street. 4. The Purchaser to accept "as -is" the piles of asphalt, concrete, or other debris that are on the Property. 5. The Forest will remove, prior to closing, any equipment, or implements that are not City property nor desired to remain by the Purchaser. 6. The Purchaser to accept "as -is" the three Environmental Protection Agency (EPA) test wells located on the Property or they will be decommissioned by EPA at the Purchaser's request. EPA placed these wells at the request of the Purchaser to assess and monitor the water quality during the Purchaser's hazardous waste analysis. The wells are not under special use permit. Page 8 of 8