Agreement and amendments with Darris McDaniel, proposed purchase of properties BEFORE THE BOARD OF COUNTY COMMISSIONERS
LEWIS COUNTY, WASHINGTON
IN THE MATTER OF: RESOLUTION NO. 20-014
APPROVE AN AGREEMENT AND ITS AMENDMENTS
BETWEEN LEWIS COUNTY AND DARRIS MCDANIEL
REGARDING THE PROPOSED PURCHASE OF
PROPERTIES LOCATED IN THE 100 BLOCK OF NW
CHEHALIS AVE. AND THE 400 BLOCK OF NW NORTH
ST., CHEHALIS
WHEREAS, Darris McDaniel, owner of properties located adjacent to the Historic
Courthouse in the 100 block of NW Chehalis Avenue and the 400 block of NW North
Street, Chehalis, has offered to sell the properties to the County, and
WHEREAS, the Board of County Commissioners (BOCC) approved by resolution 19-250
an Agreement between Lewis County, Washington and Darris McDaniel for the proposed
acquisition of the properties located on NW Chehalis Avenue and NW North Street,
Chehalis, and
WHEREAS, amendments have been made to the original agreement to extend the
time for Lewis County to complete a feasibility contingency from December 16, 2020 to
January 3, 2020 and extend the sales closing date from January 10, 2020 to January 15,
2020; and
WHEREAS, the BOCC have reviewed the Agreement and its amendments between
Lewis County, Washington and Darris McDaniel for the proposed acquisition of the
properties located on NW Chehalis Avenue and NW North Street, Chehalis, and
WHEREAS, it appears to be in the best public interest to authorize the execution of the
Agreement and its amendments for Lewis County.
NOW THEREFORE BE IT RESOLVED that the BOCC hereby approves the Agreement
and its amendments for the purchase in the amount of $1,493,800.00 plus associated
escrow costs.
DONE IN OPEN SESSION this 13th day of January, 2020
APPROVED AS TO FORM. BOARD OF COUNTY COMMISSIONERS
Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WASHINGTON
Kevin McDowell Gary Stamper
By: Kevin McDowell, Gary Stamper, Chair
Deputy Prosecuting Attorney
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SOPgDOF'.s4-•
',Z.Edna J. Fund, Vice Chair
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Rieva Lester ••'�:SHJ cT° �>; Robert C . Jackson
Rieva Lester, Robert C. Jackson, Commissioner
Clerk of the Lewis County Board of County
Commissioners
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FIRST AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE
AGREEMENT(this"Amendment")is entered into this day of December 2019,by and
between Dams McDaniel and Shirley McDaniel, Trustees or Successor Trustee under the
McDaniel Family Revocable Trust Agreement, Dated January 13, 1993, as amended,and Darns
McDaniel,as his separate estate,as Sellers("SELLER"or"SELLERS"),and, LEWIS COUNTY,
a political subdivision of the State of Washington, as Buyers ("BUYER" or "BUYERS"), as
authorized by its Board of County Commissioners.
RECITALS
Seller and Buyer entered into a Real Estate Purchase and Sale Agreement dated
September 19, 2019(the "Purchase Agreement"); and
Seller and Buyer desire to amend the Purchase Agreement as further provided herein.
AGREEMENT
1. Closing. With the understanding that time is of the essence for this Agreement, this
sale shall be closed on or before January 15,2020,which shall also be the termination date of this
Agreement.
2.Extension of Time for Buyer Feasibility Contingency. Paragraph 7.2 of the Purchase
Agreement sets a deadline of December 16, 2019, for completion of Buyers' feasibility
continency. The deadline for completion of Buyer's contingency set forth in Paragraph 7.2 is
hereby amended to January 3,2020.
2. No Other Changes. Except as expressly set forth in this Amendment, the Purchase
Agreement will remain unmodified and will otherwise continue in full force and effect as
written. In the event of any conflict between the terms of this Amendment and the terms of the
Purchase Agreement, the terms of this Amendment will control.
3. Counterparts.This Amendment may be executed in counterparts,all of which taken
together will constitute one and the same instrument, and any party executing this amendment
may do so by signing any such counterpart.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as
of the day and year first above written.
SELLER: BUYER:
By:_Dams McDaniel LEA/S 6,4,071- sez u't2`Sd,l-
By: Darns McDaniel
As Trustee/Successor Trustee Under the McDaniel Family Revocable Trust Agreement Dated
January 13,1993,as Amended
C py
REAL ESTATE PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, dated as of pf4,i4eit.?, 2019, is made by and between Dams
McDaniel and Shirley McDaniel, Trustees or Successor Trustee under the McDaniel Family
Revocable Trust Agreement, Dated January 13, 1993, as amended, and Darns McDaniel, as his
separate estate, as Sellers ("SELLER" or "SELLERS"), and, LEWIS COUNTY, a political
subdivision of the State of Washington, as Buyers ("BUYER" or"BUYERS"), as authorized by its
Board of County Commissioners.
RECITALS
A. Seller is the owner of certain real property located in Lewis County, Washmgton, which
is legally described on Exhibit"A"to this agreement(the"Property"). The property is Lewis County
Tax Parcel Numbers 003744002000 and 003752000000.
B. Buyer desires to purchase the Property from Seller and Seller desires to sell the Property
to Buyer,all on the terms and conditions set forth in this Agreement.
AGREEMENT
In consideration of the mutual covenants and conditions set forth in this Agreement, Seller
and Buyer agree as follows.
1. Sale of Property. Seller hereby agrees to sell and Buyer hereby agrees to purchase the
Property described in Exhibit A, together with all structures, fixtures, property, and improvements
situated thereon
2. Purchase Price. The purchase price for the property shall be$1,493,800.00,paid by Buyer
to Seller in all cash at Closing.
3. Earnest Money Deposit. Currently with the execution of this Agreement, Buyer shall
as Earnest Money Deposit in accordance with the terms of this
deposit with escrow agent$1,000.00 y ep
Agreement. Upon the satisfaction or waiver of the Contingencies, as defined in paragraph 7 below,
and review of the prelmunary commitment for title insurance, the Earnest Money Deposit shall
become non-refundable, and the entire amount shall be either credited against the purchase price of
the Property on closing or forfeited to Seller in the event of any breach of this Agreement by Buyer.
In the event this Agreement is terminated because of the failure of a Contingency to be satisfied or
waived, or due to title issues presented by Buyers, the Earnest Money Deposit shall be refunded to
REAL ESTATE PURCHASE AND
SALE AGREEMENT- 1
Buyer.
4. Title. Sellers' interest in the Property shall be conveyed by statutory warranty deed
executed by the Sellers at closmg,subject only to permitted exceptions.
5. Preliminary Commitment. Within 5 days of the mutual acceptance of this agreement,
Buyer shall order a preliminary commitment for title insurance coverage from Lewis County Title
Company. Buyer shall advise Seller,and Seller shall advise Buyer,in writing of any objection to any
title exceptions within forty-five (45) days after Buyer's/Seller's receipt of the preliminary
commitment. Any title exceptions,which are not objected to by Buyer/Seller,shall be deemed herein
"Permitted Exceptions". Seller/Buyer may within forty-five (45) days after the receipt of
Buyer's/Seller's objections notify Buyer/Seller in writing of those objectionable title exceptions which
will be removed by Seller/Buyer on or before Closing. If Seller/Buyer does not agree to remove all
objectionable title exceptions, Buyer/Seller may, within forty-five (45) days after Seller's/Buyer's
notice,elect to terminate this Agreement. The failure of Buyer/Seller to so terminate this Agreement
shall constitute Buyer's/Seller's waiver to those objectionable title exceptions which Seller/Buyer has
not agreed to remove,which exceptions shall thereupon also be deemed"Permitted Exceptions". The
costs of said title policy shall be paid by the Seller.
6. Closing. Closing shall occur on or before January 10, 2020 or sooner by agreement. The
closing shall be in escrow with Lewis County Title as the escrow agent. For purposes of this
Agreement,the term"Closing"shall mean the date on which the deed to the Property is executed and
delivered to Buyer and all proceeds of the down payment is paid.
(a) Closing Costs. Seller shall be responsible for and pay the real estate excise tax
All other escrow costs shall be paid by the Buyer
(b) Prorations. Real property taxes, personal property taxes, rents and/or lease
payments, insurance, assessments, water and utility charges, and any other applicable items shall be
prorated and paid by escrow through Closing unless otherwise agreed.
(c) Possession. Buyer shall be entitled to possession of the Property on closing
Possession shall be deemed given when Seller,or anyone acting under their authority,has vacated the
premises so Buyer may take actual physical possession and the keys have been delivered to Buyers.
7. Contingencies. Seller's and Buyer's obligations hereunder are subject to the satisfaction
or waiver of the following contingencies(herein the "Contingencies"):
1 Title Contingency. Buyer's obligation to Close is contingent upon Buyer's
satisfactory review of the preliminary title commitment contained in Paragraph
four(4) above. Satisfaction shall be solely based on Buyer's discretion.
2 Feasibility and Environmental Review. Buyer's obligation to Close is
conditioned on Buyer's receipt, approval and acceptance, to Buyer's sole
REAL ESTATE PURCHASE AND
SALE AGREEMENT-2
satisfaction,of inspection and property evaluation reports/studies,concerning the
following aspects of the property including without limitation the following: (a)
Soils Evaluation, (b) Wetland Evaluation, (c) Environmental Evaluation, (d)
Acceptable Zoning, (e) Acceptable Intended Use Evaluation, (f) Access
Evaluation,(g) Acceptable Cost Feasibility Evaluation,and any other feasibility
or property evaluation deemed necessary by Buyer. Buyer is responsible for the
costs related to Buyer's inspection and property evaluation reports/studies
Buyer's failure to complete Buyer's inspection and property evaluation
reports/studies by December 16, 2019, shall result in termination of this
agreement unless extended by the Parties.
8. Approval by Board of Commissioners.This Agreement is contingent upon ratification
by the Board of County Commissioners. In the event any Contingency is not satisfied or waived by
written notice on or before the date specified or the termination date of this agreement(whichever is
applicable),or any extension of this Agreement signed by both Seller and Buyer prior to a termination
date, this Agreement shall terminate and the Earnest Money Deposit shall be refunded to Buyer.
Buyers shall have access to the Property for purposes of making inspection and review of
contingencies in accordance with paragraph nine(9)below.
9. Inspection by Buyer. Following the execution of this Agreement, Buyer may, upon
advance notice to Seller, enter upon the Property at mutual satisfactory times for the purpose of
making such inspections, investigations and tests that are reasonably necessary. Buyer shall
indemnify and hold Seller harmless from and against any injury, damage, claim, lien, costs and/or
expense incurred by or claimed against Seller or the Property by reason of the entry by Buyer or
Buyer's agents,employees or contractors. Seller shall make available to Buyer copies of any surveys,
engineering reports or studies of the Property, and as-build drawings to the extent that the same are
available
10. Seller's Representations and Warranties. Seller represents and warrants to Buyer that:
(a) Seller has all requisite power and authority to execute and deliver this Agreement
and perform Seller's obligations hereunder;
(b) Seller is not a foreign corporation, foreign partnership, foreign trust or foreign
estate within the meaning of Section 1445 of the United States Internal Revenue Code;
(c) Seller has no notice of any claims, actions, suits, proceedings or investigations,
nor any order, decree or judgment, m law or in equity, affecting the Property or any portion thereof,
other than the probate proceeding referenced above and creditor's claims files therein which will be
paid from purchase proceeds,
(d) Seller has not received notice from any governmental agency pertaining to the
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violation of any law or regulation affecting the Property or portion thereof, and Seller has no
knowledge of any facts which might be a basis for any such notice.
REAL ESTATE PURCHASE AND
SALE AGREEMENT-3
• I
(e) Seller warrants that there are no outstanding leases with respect to the Property
except as follows.
1. Human Response Network(125 NW Chehalis Ave); July 1, 2019 thru
June 30,2020; $1,625/mo
2. Eugenia Center(139 NW Chehalis Ave);January 1,2019 thru December
31,2023; $2,100—$2,400/mo.
3. Eugenia Center(121 & 123 NW Chehalis Ave); July 15, 2014—
December 31,2019; $1,500/mo.
4. Mrs. Klean(Melinda Wilkes)(157 NW Chehalis Ave); Month to
month; $500/mo.
5. J&L Catalyst, LLC (Lee Rakestraw)(185 NW Chehalis Ave); February
1,2019—January 31,2021; $1,000-$1,400/mo.
6. Tracy Thatcher Auto Repairs(431&431V2 NW Chehalis Ave); May 1,
2019—April 30,2020;$10,000/yr.
7. Jimboney's Malt Mills&More(Jim Thurman)(435 NW Center St);
Month to month; $850/mo.
Upon any breach of the aforesaid representations, Seller shall indemnify and hold Buyer harmless
from all damages suffered on account of said breach. The above representations and the indemnity
obligation shall survive closing.
11. Miscellaneous.
(a) Risk of Loss. If, pnor to the Closing, any part of the Property is damaged or
destroyed by earthquake,flood,landslide,fire or other casualty,Seller shall immediately notify Buyer
of such fact,and all insurance proceeds paid before Closmg as the result of any such casualty shall be
credited against the purchase price on Closing, and the right to any unpaid insurance proceeds or
claims thereto shall be assigned to Buyer on Closing.
(b) Eminent Domain. If pnor to Closing any portion of the Property is the subject
of a condemnation or eminent domain action or threatened therewith Buyer may elect either to
terminate this Agreement by notice to Seller prior to Closing and recover the Earnest Money Deposit
or to close and receive an assignment of all condemnation proceeds.
(c) Notices. Except as otherwise specifically set forth herein,and demand,request or
notice which either party hereto desires or may be required to make or deliver to the other shall be in
writing and shall be deemed given when personally delivered, or when delivered by private courier
service that customarily delivers on the next business day and issues receipts (such as Federal
Express), or one (1) day after being deposited in the United States Mail, in registered or Certified
form, return receipt requested,addressed as follows.
REAL ESTATE PURCHASE AND
SALE AGREEMENT-4
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or such other address and person as either party may communicate to the other by like written notice.
(d) Entire Agreement. This Agreement contains the entire understanding between
the parties and supersedes any prior understandings and agreements between them respecting the
subject matter hereof. There are no other representations, agreements or understandings, oral or
written, between and among the parties hereto or any of them, relating to the subject matter of this
Agreement. No amendment of or supplement to this Agreement shall be valid or effective unless
made in writing and executed by the parties hereto
(e) Attorney's Fees. In the event of litigation between the parties hereto,declaratory
or otherwise,in connection with or arising out of this Agreement, each party shall pay its own attorney
fees and costs.
(f) Time of the Essence. Time is of the essence in each and every covenant and
condition of this Agreement.
(g) Assignment. It is anticipated and agreed that Buyer may assign this Agreement
without the consent of Seller, to a related corporation and/or limited liability company. Buyers shall
provide Seller with written notice of any such assignment at the time of closing
12. Agreement Termination. This Agreement shall terminate unless ratified by the Board
of County Commissioners by January 15,2020
REAL ESTATE PURCHASE AND
SALE AGREEMENT-5
WITNESS THE HAND(S)AND SEAL(S)OF THE UNDERSIGNED.
SELLER: BUYER:
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B . arris McDaniel
By: s McDaniel
As Trustee/Successor Trustee Under the McDamel Family Revocable Trust Agreement Dated
January 13,1993,as Amended
REAL ESTATE PURCHASE AND
SALE AGREEMENT-6
I .
EXHIBIT A
PARCEL A:
LOTS 1 THROUGH 7,INCLUSIVE,BLOCK 12,ELIZA BARRETT'S ADDITION TO
THE CITY OF CHEHALIS,AS RECORDED IN VOLUME 1 OF PLATS,PAGE 1.
TOGETHER WITH THAT PORTION OF VACATED ALLEY IN SAID BLOCK 12
WHICH ATTACHES BY THE OPERATION OF LAW.
PARCEL B:
LOT 8,BLOCK 12,ELIZA BARRETT'S ADDITION TO THE CITY OF CHEHALIS,AS
RECORDED IN VOLUME 1 OF PLATS,PAGE 1.
LEWIS COUNTY, WASHINGTON
REAL ESTATE PURCHASE AND
SALE AGREEMENT-7