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Home My WebLink AboutLetter of Intent re: PSA to buy 280 Quincy St. Port Townsend WA Cc Cs 429)7 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 Friends of JCS LLC (UBI Number 602 748 888) (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 September 11, 2021 (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. This letter shall expire if not fully executed by end of business Friday,July 16, 2021. (SIGNATURES FOLLOW ON NEXT PAGE) LETTER OF INTENT-FRIENDS OF JCS LLC Page 1 of 6 ACCEPTED AND AGREED TO: JEFFERSON COUNTY,WA FRIENDS OF JCS LLC By the authority delegated to the Interim County Administrator on July 6, 2021 in open session by the Board of County Commissioners • a- Jefferson County, Washington Bv: �/ Signature By: AI . 1/02/ Name: 67iC.��'G- / ,G>-i . Mark McC ley Dat , Interim County Administrator Title: .49"..iro5691/; .�✓� Date: ,/7/�l SEAL: ATTEST: a. ciaiii.v, -7/,--/2 , Carolyn Noway g Date Clerk of the Board Approved as to form only: 0 July 14, 2021 Philip C. Hunsucker Date Chief Civil Deputy Prosecuting Attorney LE 1 I LR OF INTENT-FRIENDS OF JCS LLC Page 2 of 6 TERM SHEET 1. PROPERTY. The Property is legally described in Exhibit A. The Property is also identified as Jefferson County Assessor's Tax Parcel 989704307, 280 Quincy Street,Port Townsend, WA 98368. 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 Friends of JCS LLC(UBI Number 602 748 888)(Seller). 5. PURCHASE PRICE. The purchase price shall be$1.19 million. 6. CLOSING DATE; CLOSING AGENT. Closing shall occur on or before September 11, 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. The Closing Date shall be extended as reasonably necessary to accommodate Buyer's ability to satisfy these contingencies. a. INSPECTION CONTINGENCY. Closing shall be contingent upon Buyer's 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. b. AMERICAN RECOVERY ACT FUNDING. Closing shall be contingent upon acceptance of Buyer's grant funding under the American Recovery Act. 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 the Property with any other party prior to Closing. LETTER OF INTENT-FRIENDS OF JCS LLC Page 3 of 6 13.GENERAL PROVISIONS. The PSA shall contain standard contract provisions including,but not necessarily limited to the following: a. Notice. The PSA 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-FRIENDS OF JCS LLC Page 4 of 6 Exhibit A The Northerly 1 of Lots 6 and 8,Block 43 of the Original Townsite of the City of Port Townsend,as per plat recorded in Volume 1 of Plats,page 1,records of Jefferson County,Washington. Situate in the C aunty of Jefferson,State of Washington. END OF TERM SHEET LETTER OF INTENT-FRIENDS OF JCS LLC Page 5 of 6 CONTRACT REVIEW FORM CONTRACT WITH: Friends of JCS TRACKING NO.: JCS LOI 7-14-21 (Contractor/Consultant) CONTRACT FOR: Letter of Intent to Enter into a PSA TERM: 9-11-21 COUNTY DEPARTMENT: County Administrator For More Information Contact: Mark McCauley Contact Phone #: x130 RETURN TO: Mark McCauley RETURN BY: ASAP (Person in Department) (Date) AMOUNT: N/A PROCESS: 10 Exempt from Bid Process ❑ Consultant Selection Process Revenue N/A ❑ Cooperative Purchase Expenditure $N/A ❑ Competitive Sealed Bid Matching funds Required N/A ❑ Small Works Roster Source(s) of Matching Funds N/A ❑ Vendor List Bid ❑ RFP or RFQ ❑ Other Step 1: REVIEW BY RISK MANAGEMENT Review by: Date Reviewed: ❑ APPROVED FORM ❑ Returned for revision(See Comments) Comments Electronically approved by Risk Management on 7/14/2021. Step 2: REVIEW BY PROSECUTING ATTORNEY Review by: Philip C. Hunsucker Date Reviewed: Chief Civil Deputy Prosecuting Attorney ❑ APPROVED AS TO FORM ❑ Returned for rev i.ion(See Comments) Comments ti roni auy appprrovea a to form byy PAO on i/l4i2021. H aft thi uire ) DEPAR1 MENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND PROSECUTING ATTORNEY Step 4: CONTRACTOR/CONSULTANT SIGNS APPROPRIATE NUMBER OF ORIGINALS Step 5: SUBMIT TO BOCC FOR APPROVAL Submit original Contract(s),Agenda Request,and Contract Review form. Also,please send 2 copies of just the Contract(s)(with the originals)to the BOCC Office. Place"Sign Here"markers on all places the BOCC needs to sign. MUST be in BOCC Office by 4:30 p.m.TUESDAY for the following Monday's agenda. (This form to stay with contract throughout the contract review process.)