HomeMy WebLinkAbout051721_cabs01 JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
REGULAR AGENDA REQUEST
TO: Board of County Commissioners
FROM: Mark McCauley,Interim County Administrator/Central Services Director
DATE: May 10,2021
SUBJECT: Letter of Intent regarding Assessor's Tax Parcel 001094006 which is a candidate
parcel for a homeless housing project
STATEMENT OF ISSUE: Jefferson County has an intractable homeless problem, as evidenced by the
homeless population housed at the Jefferson County Fairgrounds and elsewhere throughout the county.
This problem was severely exacerbated by the Covid-19 pandemic. The impending end of the eviction
moratorium adds additional urgency to the search for permanent solutions.
The American Rescue Plan Act,recently signed into law,may provide funding that the County can use to
acquire land that could become a campus for the homeless population. This campus could include a
shelter and full wrap-around services. The campus concept was developed by Cherish Cronmiller,
OlyCAP Executive Director, and is part of our effort to secure American Rescue Plan Act infrastructure
funding. The City of Port Townsend is a partner in this effort.
ANALYSIS: We have identified an ideally located candidate parcel of suitable size which is listed for
sale by John L. Scott.A parcel map is attached(parcel highlighted with the blue border). The asking price
is$1.495 million.The attached Letter of Intent will secure the property for 60 days which will allow the
County to perform due diligence,which will include an appraisal by a certified appraiser and discussions
with City of Port Townsend building officials.
FISCAL IMPACT: This request, in and of itself,has no fiscal impact.
RECOMMENDATION: That the Board of County Commissioners approve and sign the attached letter
of intent.
REVIEWED BY:
,6f Zz .7 /Z /Z
Mark McCaule Interim County Admi i strator Date
Authentisign ID:EAEEF41E-CAA9-4B22-81A0-9D69C3BB174D
LETTER OF INTENT
This Letter of Intent (LOI) is entered into as of the date of the last signature below by
Jefferson County, a Washington municipal corporation (Buyer) and Pacific Funding Corporation
(UBI Number 600 339 345), FPH Land, LLC (UBI Number 602 105 580), and Winchester
Investment Corp. (UBI Number 601 125 422) (collectively Seller). This LOI serves as an outline
of the terms and conditions under which the parties propose that Buyer will enter into a Purchase
and Sale Agreement for certain property from Seller.
It is the parties' intention that the provisions set forth in the attached Term Sheet be set
forth in greater detail in a Purchase and Sale Agreement (PSA). The language used is not
necessarily to be incorporated verbatim in the PSA, and additional terms and provisions not set
forth below may be added to the PSA as mutually agreed upon by the parties.
Although the parties understand that they shall not be contractually bound unless and until
they enter into a formal, written PSA, Seller acknowledges and agrees that Buyer may use this
Letter of Intent in grant funding applications as an expression of Seller's willingness to negotiate
such PSA. And in consideration for Buyer's efforts to secure funding for its intended project,
Seller and Buyer agree that between execution of this LOI and 45 days after that(i.e.,the deadline
for the parties to enter into a binding PSA), Seller shall not enter into any new leases or purchase
agreements or any extensions of any existing leases for the Property.
[c J 05/07/2021
This letter shall expire if not fully executed by end of business May 18, 2021.
05/08/2021
(SIGNATURES FOLLOW ON NEXT PAGE) - l 05/07/2021
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LETTER OF INTENT Page 1 of 6
Authentisign 10:EAEEF41E-CAA9.4822.81A0-9069C3881748
ACCEPTED AND AGREED TO:
JEFFERSON COUNTY,WA PACIFIC FUNDING CORPORATION
Board of County Commissioners
Jefferson County, Washington
a„1�t;
By: i'�7`l Z1 By: [..,r e..,
Kate Dean, hair Date Signature
bNamne George Barber
By: _ :vies 1
Gr-: rotherton Date Title:
05.07
Date:
B . 7 _ c'�, 7/Zt
Heidi Eisenhour Date FPH LAND,LLC
a .. .I '
By. 311UL(2_DCt9'—M W
SEAT:: ,, > SignatureU
.�t
• I ��` Name: Robert Mathwig
Title:
A [lES T: ,
Date:
C 4 (e;ti ttt,1 5 /7/i j WINCHESTER INVESTMENT CORP.
Carolyn dal loway J Date
Clerk of the Board _8
By:
Approved as to form pnly: ttt� 43 PM PUT
. l Name: Mark Zenger
May 18, 2021
Philip C. I iunsucker Date Title:
Chief Civil Deputy Prosecuting Attorney 05r08t2o21
Date:
LETTER OF INTENT Page 2 of 6
Authentisign ID:EAEEF41E-CAA9-4B22-81A0-9D69C3BB174D
TERM SHEET
1. PROPERTY. The Property is legally described in Exhibit A. The Property is also
identified as Jefferson County Assessor's Tax Parcel 001094006.
2. PROJECT: The Project is for a location for homeless housing.
3. BUYER. The Buyer shall be Jefferson County, Washington (Buyer).
4. SELLER. The Seller shall be Pacific Funding Corporation (UBI Number 600 339 345),
FPH Land, LLC (UBI Number 602 105 580), and Winchester Investment Corp. (UBI
Number 601 125 422)(collectively Seller).
5. PURCHASE PRICE. The purchase price shall be $1.495 million.
6. CLOSING DATE; CLOSING AGENT. Closing shall occur on or before December 1,
2021. Closing shall mean the date on which all documents are recorded, and the sales
proceeds are available for disbursement. Closing shall occur at First American Title
Company,2424 S.Park Ave., Port Townsend, WA 98368,(360)385-1322,which shall act
as Closing Agent, unless the parties agree in writing otherwise. Seller and Buyer shall
deposit with the Closing Agent all instruments, monies, and other documents reasonably
required to complete the closing of the transaction in accordance with the terms of the PSA.
7. POSSESSION AND OCCUPANCY. Buyer shall be entitled to possession and
occupancy of the Property on the Closing Date.
8. ESCROW/CLOSING COSTS. Buyer shall pay all Closing Costs.
9. CONVEYANCE OF TITLE. At Closing, Seller shall convey to Buyer fee simple title to
the Property by duly executed and acknowledged statutory warranty deed, free and clear
of all defects and encumbrances.
10. CONTINGENCIES; DUE DILIGENCE; EXTENSION OF CLOSING DATE.
Closing is contingent upon the following events and approvals. Buyer agrees to proceed in
good faith and with all deliberate speed to perform required due diligence to meet the
contingencies. If any of the contingencies are not met, upon notice from Buyer to Seller
the PSA shall terminate,and the parties shall be released from any further obligations under
that Agreement.
cfl,
05/07/2021
a. INSPECTION CONTINGENCY. Closing shall be contingent upon Buyer's
[ _ 05/08/2021 subjective satisfaction the Property is appropriate for the Project. Buyer will bear
all costs to evaluate the site, including all studies and investigations, designs,
consultations with relevant permitting jurisdictions, etc.
C`.A AL 05/07/2021
b. AMERICAN RECOVERY ACT FUNDING. Closing shall be contingent upon
approval of Buyer's grant funding under the American Recovery Act.
c. CONTINGENCY PERIOD. Buyer's Contingency period shall be45 days. So
longas Buyer is not in default, then Buyer shall have the right to extend the
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Contingency Period Five (5) times for a period of Thirty (30) days each (the
"Extension Periods"). For each such Extension Period, Buyer shall deposit with
the Escrow Office an additional Five Thousand and 00/100 Dollars($5,000) ("The
LETTER OF INTENT Page 3 of 6
Authentisign ID:EAEEF41E-CAA9-4B22-81A0-9D69C3BB174D
Extension Deposit")which is non-refundable but applicable to the Purchase Price.
The Escrow Office shall make each Extension Deposit immediately payable to the
Sellers.
[(I)] 05/07/2021 11. ASSIGNMENT. The PSA shall be assignable by Buyer to another entity (including, but
not limited to, an LLC or LLLP).
12. EXCLUSIVITY. Seller shall not initiate or carry on negotiations for the sale or lease of
05/08/2021
the Property with any other party prior to Closing.
13. GENERAL PROVISIONS. The PSA shall contain standard contract provisions
[aid 05/07/2021 including, but not necessarily limited to the following:
a. Notice. The PSA (CBA form PS-1A) shall identify contact information for each
party and provide for how notice shall be given.
b. Controlling Law. The parties agree that the PSA will be entered into in the State
of Washington. The PSA shall be governed by and construed in accordance with
the laws of the United States,the State of Washington and the County of Jefferson,
as if applied to transactions entered into and to be performed wholly within
Jefferson County, Washington between Jefferson County residents. No party shall
argue or assert that any state law other than Washington law applies to the
governance or construction of the PSA.
c. Jurisdiction and Venue. Should either party bring any legal action under the PSA,
each party in such action shall bear the cost of its own attorney's fees and court
costs. The venue for any legal action shall be solely in the appropriate state court
in Jefferson County, Washington, subject to the venue provisions for actions
against counties in RCW 36.01.050.
d. Integration Clause. The PSA shall contain an integration clause which provides
that the PSA memorializes the entire agreement of the parties and contains all its
parts, that no party made any representation or promise that is not contained in the
PSA, that the PSA is not based any inducement, promise or representation,
expressed or implied, which is not contained in the PSA, and that the PSA
supersedes all prior or simultaneous representations, discussions, negotiations, and
agreements, whether written or oral,within the scope of the PSA.
e. Time is of the Essence. Time is of the essence as to all terms and conditions of the
PSA.
LETTER OF INTENT Page 4 of 6
Authentisign ID:EAEEF41E-CAA9-4B22-81A0-9D69C3B6174D
Exhibit A
LEGAL DESCRIPTION:
AN UNDIVIDED 50% INTEREST IN THE FOLLOWING DESCRIBED PROPERTY:
PARCEL A:
Thatportion of the West half of the Southeast quarter of Section
9, Township 30 North, Range 1 West, W.M. , described as follows :
Beginning at the Southwest corner of said West half of the
Southeast quarter; running thence North along its West line 1440
feet;
thence East 749.3 feet;
thence South to the North margin of the State Highway 20;
thence Easterly along said North margin to the East line of said
West half of the Southeast quarter;
thence South along said East line to the Southeast corner of said
West half of the Southeast quarter;
thence West along its South line 1320 feet more or less to The
Point of Beginning;
EXCEPT that portion described as beginning at a point on said
South line 792 feet East of said Southwest corner of the West
half of the Southeast quarter;
thence North 544 . 5 feet ;
thence East 401.28 feet;
thence South 544 .5 feet to said South line
thence West along said South line 401.28 feet to The Point of
Beginning of the exception;
ALSO EXCEPT that portion as conveyed to the City of Port
Townsend, by deed recorded March 22 , 1995 under Auditor' s File
No. 380074 , records of said county;
ALSO EXCEPT those portions lying Northerly of State Highway 20
(SR 20) , as conveyed to the State of Washington by deed recorded
May 7, 1926 and May 29, 1926 in Volume 1 of Road Waivers, pages
396 and 404-5 respectively, all being records of Jefferson
County, Washington;
ALSO EXCEPT that portion described as follows:
Commencing at the Southwest corner of said West 1/2 of the
Southeast 1/4;
thence North 00° 00' 39" East along the West line of said West
1/2 of the Southeast 1/4, a distance of 84 . 88 feet to the TRUE
POINT OF BEGINNING;
thence North 44° 59' 34" East, a distance of 42 .44 feet;
thence North o0° 00 ' 39" East, a distance of 332 .47 feet to a
point on a line 100 feet Southerly of the Southerly right of way
line of State Highway 20 and the beginning of a non-tangent curve
concave Southerly with a radius of 1759 . 86 feet, from which point
a radial line bears North 29° 31' 17" West;
LETTER OF INTENT Page 5 of 6
Authentisign ID:EAEEF41E-CAA9-4B22-81A0-9069C3BB174D
thence Westerly along the arc of said curve through a central
angle of 01° 07 ' 44" for an arc length of 34 .68 feet to a point
on the West line of said West 1/2 of the Southeast 1/4 ;
thence South 00° 00 ' 39" West along the West line of said West
1/2 of the Southeast 1/4, a distance of 345 .10 feet to the TRUE
POINT OF BEGINNING.
TOGETHER WITH the following described portion of the Southeast
1/4 of the Southwest 1/4 of Section 9, Township 30 North, Range
1 West, W.M. , Jefferson County, Washington:
Beginning at the 1/4 corner common to Sections 9 and 16, Township
30 North, Range 1 West, W.M. ;
thence North 00° 00 ' 39" East along the East line of said
Southeast 1/4 of the Southwest 1/4, a distance of 84 . 88 feet;
thence South 44° 59 ' 34" West, a distance of 120 .07 feet to the
South line of said Southeast 1/4, a distance of 120.07 feet to
the South line of said Southeast 1/4 of the Southwest 1/4;
thence North 89° 58 ' 29" East along said South line, a distance
of 84 . 88 feet to the POINT OF BEGINNING.
ALSO TOGETHER WITH that portion of Government Lot 1, Section 9,
Township 30 North, Range 1 West, W.M. , Jefferson County,
Washington, lying West of the boundary of the Howard Street right
of way as established in Boundary Line Adjustment recorded June
25, 1997, under Auditor's File No. 401523, and South of the SR
20/Sims Way right of way.
Situate in the County of Jefferson, State of Washington.
PARCEL B:
That portion of the West 1/2 of the Southeast 1/4 of Section 9,
Township 30 North, Range 1 West, W.M. , Jefferson County,
Washington, described as follows:
Commencing at a stake situated forty eight (48) rods East of
the Southwest corner of the Southeast 1/4 of Section 9 in
Township 30 North, Range 1 West, of the Willamette Meridian;
thence North 33 rods;
thence East 24 rods 8 links;
thence South 33 rods;
thence West 24 rods, 8 links to the point of beginning.
Situate in the County of Jefferson, State of Washington.
GRANTOR FURTHER GRANTS TO GRANTEE a 60 ' easement for ingress,
egress and utilities over his adjacent property identified as
tax parcel 0011 62001 . The exact location of the easement
to be determined in the future by mutual agreement. Said ease-
ment to connect subject property to Mill Road.
END OF TERM SHEET
LETTER OF INTENT Page 6 of 6
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