19-134.00 WSDOT: Sullivan Pit Purchase & Sale Agreement I 1'139
REAL PROPERTY PURCHASE AND SALE AGREEMENT
This Real Property Purchase and Sale Agreement (the Agreement) made and entered into
as of this 12*S day of s^wdl...b sr , 20 19 , by and between the STATE OF WASHINGTON
acting by and through its DEPARTMENT OF TRANSPORTATION(hereinafter"Seller")and the
CITY OF SPOKANE VALLEY, A Washington State municipal corporation (hereinafter
"Purchaser").
RECITALS
WHEREAS, Seller is the owner of certain real property located in Spokane County,
Washington, more particularly described in Exhibit A, attached hereto and by this reference
incorporated herein(the "Property"); and
WHEREAS,the Purchaser and Seller are desirous of entering into an agreement whereby
the Purchaser will purchase property owned by the Seller.
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter
set forth and other good and valuable consideration,the receipt and sufficiency of which is hereby
acknowledged,the parties agree as follows:
ARTICLE I PROPERTY
Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to
purchase from Seller, subject to the terms and conditions set forth herein,the following:
1. Land. That certain real property located in Spokane County,Washington,and more
particularly described on Exhibit A together with all rights,privileges,and easements appurtenant
to the Land, including, but without limitation, all minerals, oil, gas, and other hydrocarbon
substances on and under the Land, all development rights, air rights, water, water rights and any
and all easements, rights-of-way, and other appurtenances used in connection with the beneficial
use and enjoyment of the real property(collectively the"Property"):
ARTICLE Il PURCHASE PRICE
2.1. Purchase Price. The purchase price for the Property (the"Purchase Price")shall be
EIGHT HUNDRED FORTY FOUR THOUSAND AND 00/100 Dollars ($844,000.00).
2.2. Payment of Purchase Price. The Payment of Purchase Price shall be paid as
follows:
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(a) Earnest Money Deposit. Upon execution of this Agreement,Purchaser will
deliver to the Seller a check in the amount of EIGHTY FOUR THOUSAND FOUR
HUNDRED AND NO/100 Dollars ($84,400.00) as a deposit (the "Deposit')
towards the purchase price for the Property.
(b) Balance Payable in Cash. The balance of the Purchase Price in the amount
of SEVEN HUNDRED FIFTY NINE SIX HUNDRED AND NO/100 Dollars
($759,600.00) shall be paid by wire transfer upon closing.
The Parties acknowledge that the purchase price represents the fair market value of the Property.
The Purchase Price will be paid as set forth in Article IV.
ARTICLE III TITLE TO PROPERTY
3 Title to Real Property. Title to the property shall be conveyed by Seller to Purchaser
in fee simple by Quitclaim Deed, in substantially the same form as shown on Exhibit B, which by
this reference is incorporated herein, subject to all existing encumbrances, including easements,
restrictions and reservations, if any.
ARTICLE IV CLOSING
4.1 The Closing hereunder(the "Closing") shall be shall be completed without
escrow. Within sixty (60)days of delivery by Seller of written notice to Purchaser that Seller has
received a"No Further Action" letter from the Washington State Department of Ecology,
Purchaser shall pay Seller the Purchase Price by wire transfer. Upon receipt of the Purchase
Price, Seller shall deliver to Purchaser a Quitclaim Deed duly executed and acknowledged by
Seller,together with a duly signed real estate excise tax affidavit.
4.2 The Closing date for the Property set forth above may not be extended without the
written approval of Seller and Purchaser,except as otherwise provided in this Agreement.
4.3 All documents shall be deemed delivered on the date the Deed is recorded.
ARTICLE V POSSESSION
5. Purchaser shall be entitled to possession of the Property on the date of recording of
the Quitclaim Deed to Property.
ARTICLE VI DEFAULT, REMEDIES
6.1. Specific Performance. In the event of a material breach or default in or of this
Agreement or any of the representations, warranties, terms, covenants, conditions, or provisions
hereof by Seller,Purchaser shall have, in addition to a claim for damages for such breach or default.
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and in addition to and without prejudice to any other right or remedy available under this
Agreement or at law or equity, the right to (a) demand and have specific performance of this
Agreement; or(b) terminate this Agreement upon written notice without liability to Purchaser.
6.2. Attorneys'Fees. In the event either party hereto finds it necessary to bring an action
against the other party to enforce any of the terms, covenants or conditions hereof or any
instrument executed pursuant to this Agreement, or by reason of any breach or default hereunder
or thereunder, the party prevailing in any such action or proceeding shall be paid all costs and
reasonable attorneys' fees by the other party and in the event any judgment is secured by such
prevailing party all such costs and attorneys' fees shall be included in any such judgment. The
reasonableness of such costs and attorneys' fees shall be determined by the court and not ajury.
ARTICLE VII MISCELLANEOUS
7.1. Brokers and Finders. Each party represents to the other that no broker or
finder has been involved in this transaction. In the event of a claim for broker's fee, finder's fee,
commission or other similar compensation in connection herewith, Purchaser, if such claim is
based upon any agreement alleged to have been made by Purchaser, hereby agrees to indemnify
seller against and hold Seller harmless from any and all damages, liabilities, costs, expenses and
losses (including, without limitation, reasonable attorneys' fees and costs) which Seller may
sustain or incur by reason of such claim, and Seller, if such claim is based upon any agreement
alleged to have been made by Seller, hereby agrees to indemnify Purchaser against and hold
Purchaser harmless from any and all damages. liabilities, costs, expenses and losses (including,
without limitation, reasonable attorneys' fees and costs) which Purchaser may sustain or incur by
reason of such claim. The provisions of this Section 7.2 shall survive the termination of this
Agreement.
7.2. Notices. All notices,demands,requests,consents and approvals which may,or are
required to be given by any party to any other party hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, sent by fax, sent by a nationally recognized
overnight delivery service,or if mailed or deposited in the United States mail and sent by registered
or certified mail return receipt requested, postage prepaid to:
Purchaser at City of Spokane Valley
Attn: City Clerk
10210 East Sprague Avenue
Spokane Valley, WA 99206
Seller at: Department of Transportation
Attn: Headquarters Real Estate Services
Property Management Program Manager
P.O Box 47338
RES 410 3 IC#6-32-00088
Revised 1/2017
Olympia, WA 98504-7338
or to such other address as either party hereto may from time to time designate in writing and
deliver in a like manner. All notices shall be deemed complete upon actual receipt or refusal to
accept delivery. Facsimile transmission of any signed original document, and retransmission of
any signed facsimile transmission shall be the same as delivery of an original document. At the
request of either party or the Escrow Holder, the parties will confirm facsimile transmitted
signatures by signing an original document. If the last day of a period falls on a day on which the
recording office of the county in which the Real Property is closed, the expiration of the period
shall be extended to the first day thereafter in which any such recording office is open.
7.3. Amendment, Waiver. No modification, termination or amendment of this
Agreement may be made except by written agreement signed by all parties. No failure by Seller
or Purchaser to insist upon the strict performance of any covenant, duty agreement. or condition
of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall
constitute a waiver of any such breach or any other covenant, agreement, term or condition. Any
party hereto, by notice and only by notice as provided in Section 7.2 hereof, may, but shall be
under no obligation to, waive any of its rights or any conditions to its obligations hereunder, or
any duty, obligation or covenant of any other party hereto. No waiver shall affect or alter this
Agreement, and each and every covenant, agreement, term and condition of this Agreement shall
continue in full force and effect with respect to any other then existing or subsequent breach
thereof. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of
and be enforceable by Seller's or Purchaser's respective successors and assigns. Purchaser
reserves the right to assign its rights under this Agreement.
7.4. Survival. All provisions of this Agreement which involve obligations, duties or
rights which have not been determined or ascertained as of the recording of the Quitclaim Deed
and all representations, warranties and indemnifications made in or to be made pursuant to this
Agreement shall survive the recording of the Quitclaim Deed.
7.5. Captions. The captions of this Agreement are for convenience and reference only
and in no way define, limit, or describe the scope or intent of this Agreement.
7.6. Merger of Prior Agreements. This Agreement and the exhibits hereto constitute the
entire agreement between the parties with respect to the purchase and sale of the Property and
supersedes all prior and contemporaneous agreements and understandings between the parties
hereto relating to the subject matter hereof.
7.7. Severability. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity.
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illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall
he construed as if such invalid, illegal or unenforceable provision had never been contained herein.
7.8. Counterparts. This Agreement may be executed in any number of counterparts,
and each such counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
7.9. Additional Acts. Except as otherwise provided herein, in addition to the acts and
deeds recited herein and contemplated to be performed, executed and/or delivered by Seller or
Purchaser, Seller and Purchaser hereby agree to perform, execute and/or deliver, or cause to be
performed, executed and/or delivered, all such further acts, deeds and assurances as Purchaser or
Seller, as the case may be, may reasonably require to (a) evidence and vest in the Purchaser the
ownership of and title to the Property, and (b) consummate the transactions contemplated
hereunder.
7.10. Confidentiality. Should any records become the subject of a request for public
disclosure, Purchaser shall immediately notify Seller of such request and the date by which it
anticipates responding, which date shall in no event be less than eight days after Purchaser's first
notice of the disclosure request to Seller. Seller must then within eight days of receipt of notice
assert in writing to Purchaser any claim that such records contain proprietary information that is
exempt from disclosure under RCW 42.56.270 or is subject to protection pursuant to Chapter
19.108 RCW or other state law so that Purchaser may consider such assertion in responding to the
requester. If Seller fails to make such assertion within that eight day period, Purchaser may make
such disclosure. if Seller made a timely assertion and Purchaser in its sole discretion believes
Seller has a valid claim that records contain proprietary information, trade secrets, confidential
information, or other exempt material, Purchaser shall deny the request for disclosure of such
records, or excise such information prior to disclosure, or at Seller's expense seek judicial
declaration of the rights of the parties. If such denial of a request for disclosure of records or
excision of information is challenged in court, Seller agrees that it will both assist Purchaser in its
defense and shall indemnify Purchaser for any and all penalties assessed and costs (including the
fees and costs of Purchaser's attorneys) Purchaser incurs in such defense including any attorney's
fees assessed against Purchaser under RCW 42.56.550. if prior to, during, or after judicial
consideration Purchaser in its sole discretion believes Seller does not have such a valid claim, it
shall so notify Seller not less than three days prior to the date Purchaser intends to make the
disclosure to allow Seller to take such action as it deems appropriate prior to disclosure.
7.11. No Joint Venture. It is not intended by this Agreement to. and nothing contained
in this Agreement shall, create any partnership, joint venture or other arrangement between
Purchaser and Seller. No term or provision of this Agreement is intended to be, or shall be, for the
benefit of any person, firm, organization or corporation not a party hereto, and no such other
person, firm, organization or corporation shall have any right or cause of action hereunder.
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7.12. Neutral Authorship. Each of the provisions of this Agreement has been reviewed
and negotiated,and represents the combined work product of both parties hereto. No presumption
or other rules of construction which would interpret the provisions of this Agreement in favor of
or against the party preparing the same shall be applicable in connection with the construction or
interpretation of any of the provisions of this Agreement.
7.13. Governing Law, Time. This Agreement and the right of the parties hereto shall be
governed by and construed in accordance with the laws of the State of Washington and the parties
agree that in any such action venue shall lie exclusively in Thurston County, Washington. Time
is of the essence of this Agreement.
IN WITNESS WHEREOF,the parties have executed this agreement as of the day and
year first above written.
State of Washington. Department of Transportation
By9
. .� i /1L Date:
Ti le: 7 /3 2/ •$rc//CeS/ ,nr7)te er
City of Spokane Valley /
By: 11/3.4_,CO21,5-(4 Date: Ck/Q/2rl,/7c t'7
Title: l yVy Waft& er
RES 410 6 IC#6-32-00088
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I.C. 6-32-00088
Sullivan Pit
Pit Site PS-C-144
Stockpile Site SP-C-6143
Assessor's Parcel Number 45114.9009
That portion of Government Lot 8, Section 11, Township 25 North,Range 44 East of the
Willamette Meridian. lying South of a line drawn parallel with and 200 feet distant
Southerly,when measured at right angles, from the southerly Spokane International
Railway right of way line and North of the following described line:
BEGINNING at a point on the East line of said Section from which point the Southeast
corner of Section 11 hears South 0°47' East 925.08 feet distant;
Thence North 55°50' West 952.90 feet;
Thence North 77°39' West 135 feet;
Thence North 3°35' West 205 feet;
Thence North 72°10'West 330 feet;
Thence North 76°57'West to a point of intersection with the West line of Government
Lot 8;
EXCEPT any part thereof lying within the East 100 feet of the North 575 feet of
Government Lot 8;
AND EXCEPT any portion lying within Sullivan Road;
AND EXCEPT that portion conveyed to The County of Spokane by Quitclaim Deed
recorded under Auditor's File No. 504316B, described as follows:
BEGINNING at the Southeast corner of Section 11, Township 25 North, Range 44 East,
W.M.;
Thence North 0°47'West 925.08 feet along the East line of Section 11;
Thence North 55°50' West 36.60 feet to the Westerly right of way line of Sullivan Road
and the True Point of Beginning;
Thence North 55°50' West 916.30 feet;
Thence North 89°13'East 751.04 feet to the Westerly right of way line of Sullivan Road;
Thence South 0°47'East 524.91 feet along the Westerly right of way line of Sullivan
Road to the True Point of Beginning;
AND EXCEPT that portion conveyed to Spokane County by Quitclaim Deed recorded
under Auditor's File No. 728210B,described as follows:
BEGINNING at the Southeast corner of Section 11, Township 25 North.Range 44 East.
W.M.:
Thence North 0°47' West a distance of 1520.96 feet along the East line of said Section
II:
Thence South 89°13' West a distance of 30 feet to a point on the West right of way line of
Sullivan Road and the True Point of Beginning;
Thence North 69°53.5' West a distance of 321.12 feet;
Thence South 0047 East a distance of 164.51 feet;
Thence North 89°13'East a distance of 300 feet to a point on the Westerly right of way
line of Sullivan Road,
Thence Northerly along said right of way line to the True Point of Beginning;
AND ALSO EXCEPT that portion conveyed to the Union Pacific Railroad Company by
Quitclaim Deed recorded under Auditor's File No. 9112310430,described as follows:
BEGINNING at the intersection of the West line of Government Lot 8, Section I I,
Township 25 North, Range 44 East, W.M., and a line drawn parallel with and 200 feet
Southeasterly, when measured at right angles and/or radially, from the Southeasterly right
of way line of the Spokane International Railway;
Thence North 74°53' East along said parallel line a distance of 1275.71 feet;
Thence South 00°47' East a distance of 326.53 feet;
Thence North 89°13'East a distance of 70.0 feet,more or less, to a point on the Westerly
right of way line of Sullivan Road, which point is 30.0 feet Westerly, when measured at
right angles. from the East line of said Section 11;
Thence South 00°47' East along said Westerly right of way line a distance of 193.47 feet;
Thence South 89°13'West a distance of 130.0 feet;
Thence North 00°47' West a distance of 380.81 feet;
Thence South 74°53' West a distance of 1213.78 feet, more or less,to the said West line
of said Government Lot 8;
Thence North 00°54' West along said West line to the Point of Beginning;
Situate in the County of Spokane, State of Washington.
EXHIBIT B
AFTER RECORDING RETURN TO:
ATTN: REAL ESTATE SERVICES
DEPARTMENT OF TRANSPORTATION
P.O. BOX 47338
OLYMPIA, WA 98504-7338
Document Title: Quitclaim Deed
Reference Number of Related Document: N/A
Grantor: State of Washington
Grantee: City of Spokane Valley
Legal Description:
Additional Legal Description is on Page of document
Assessor's Tax Parcel Number:
QUITCLAIM DEED
Spokane County Sundry Site Plans.SP-C-6112.SP-C-6139,PS-C-144 SP-C-6143,QS-C-109, SP-
C-6136, PS-C-45, QS-C-109 Ext.
The STATE OF WASHINGTON acting by and through its DEPARTMENT OF
TRANSPORTATION. Grantor, for and in consideration of EIGHT HUNDRED FORTY FOUR
THOUSAND AND NO/I00 DOLLARS ($844,000.04 hereby conveys and quitclaims unto
CITY OF SPOKANE VALLEY, a Washington State municipal corporation, Grantee, all right,
title,and interest in and to the following described real property situated in Spokane County. State
of Washington:
That portion of Government Lot 8, Section 11, Township 25 North, Range 44 East of the
Willamette Meridian, lying South of a line drawn parallel with and 200 feet distant
Southerly, when measured at right angles, from the southerly Spokane International
Railway right of way line and North of the following described line:
BEGINNING at a point on the East line of said Section from which point the Southeast
corner of Section 11 bears South 0°47' East 925.08 feet distant
Thence North 55°50' West 952.90 feet;
Thence North 77°39'West 135 feet:
Thence North 3°35'West 205 feet:
Thence North 72°10' West 330 feet:
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EXHIBIT B
1 hence North 76°57' West to a point of intersection with the West line of Government Lot
8;
EXCEPT any part thereof lying within the East 100 feet of the North 575 feet of
Government Lot 8;
AND EXCEPT any portion lying within Sullivan Road;
AND EXCEPT that portion conveyed to The County of Spokane by Quitclaim Deed
recorded under Auditor's File No. 504316B, described as follows:
BEGINNING at the Southeast corner of Section 11, Township 25 North, Range 44 East,
W.M.;
Thence North 0°47' West 925.08 feet along the East line of Section 11;
Thence North 55°50' West 36.60 feet to the Westerly right of way line of Sullivan Road
and the True Point of Beginning;
Thence North 55°50' West 916.30 feet;
Thence North 89°13'East 751.04 feet to the Westerly right of way line of Sullivan Road;
Thence South 0°47'East 524.91 feet along the Westerly right of way line of Sullivan Road
to the True Point of Beginning;
AND EXCEPT that portion conveyed to Spokane County by Quitclaim Deed recorded
under Auditor's File No. 728210B, described as follows:
BEGINNING at the Southeast corner of Section 11, Township 25 North, Range 44 East,
W.M.:
Thence North 0°47' West a distance of 1520.96 feet along the East line of said Section II,
Thence South 89°13' West a distance of 30 feet to a point on the West right of way line of
Sullivan Road and the True Point of Beginning;
Thence North 69°53.5' West a distance of 321.12 feet;
Thence South 0°47' East a distance of 164.51 feet;
Thence North 89°13' East a distance of 300 feet to a point on the Westerly right of way
line of Sullivan Road;
Thence Northerly along said right of way line to the True Point of Beginning;
AND ALSO EXCEPT that portion conveyed to the Union Pacific Railroad Company by
Quitclaim Deed recorded under Auditor's File No. 9112310430, described as follows:
BEGINNING at the intersection of the West line of Government Lot 8, Section 11,
Township 25 North, Range 44 East. W.M., and a line drawn parallel with and 200 feet
Southeasterly, when measured at right angles and/or radially, from the Southeasterly right
of way line of the Spokane International Railway;
Thence North 74°53'East along said parallel line a distance of 1275.71 feet;
Thence South 00047' East a distance of 326.53 feet;
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EXHIBIT B
Thence North 89°l3' East a distance of 70.0 feet, more or less,to a point on the Westerly
right of way line of Sullivan Road, which point is 30.0 feet Westerly, when measured at
right angles, from the East line of said Section 11;
Thence South 00°47'East along said Westerly right of way line a distance of 193.47 feet;
Thence South 89°13' West a distance of 130.0 feet;
Thence North 00°47' West a distance of 380.81 feet;
Thence South 74°53'West a distance of 1213.78 feet, more or less,to the said West line of
said Government Lot 8:
Thence North 00°54' West along said West line to the Point of Beginning;
Situate in the County of Spokane, State of Washington.
Subject to Easement for overhead power line granted to Washington Water Power
Company, recorded March 27, 1984 under Auditor's File No. 8403270135.
Subject to Easement Deed for sewer line granted to County of Spokane, recorded
November 18, 1994 under Auditor's File No. 9411180273.
Subject to letter dated October 17, 1958 granting to U.S Department of Interior, Bonneville
Power Administration,Tract VT-AR-1-1,P2,a permit to occupy and use the existing road,or such
roads as may hereafter be relocated.
The specific details concerning all of which are to be found on Sheet 9 of that certain plan
entitled Spokane County Sundry Site Plans, SP-C-6112, SP-C-6139, PS-C-144 SP-C-6143, QS-
C-109, SP-C-6136, PS-C-45, QS-C-109 Ext., now of record and on file in the office of the
Secretary of Transportation at Olympia, and bearing date of approval October 5, 1973, revised
September 28, 2018.
Subject to all existing encumbrances, including easements,restrictions and reservations, if
any.
The Grantee herein, on behalf of itself and its successors or assigns, as part consideration
paid herein, waives and/or releases Grantor from any past, present, or future claims for damages
directly or indirectly caused by highway drainage or runoff,and further,Grantee, its successors or
assigns, shall have no right of compensation for damages to the property herein conveyed caused
directly or indirectly by highway drainage or runoff.
The Grantee, on behalf of itself and its successors or assigns, as part consideration herein,
does hereby agree to comply with all civil rights and anti-discrimination requirements of chapter
49.60 RCW as to the lands herein conveyed.
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EXHIBIT B
The lands herein described are not required for state highway purposes and are conveyed pursuant
to the provisions of RCW 47.12.063.
Dated at Olympia, Washington, this day of , 20
STATE OF WASHINGTON,
DEPARTMENT 0 F TRANSPORTATION -
GRANTOR
Roger Millar,PE, FASCE, FAICP
Secretary of Transportation
APPROVED AS '1'O FORM:
By:
Assistant Attorney General
REVIEWED AS TO FORM
CITY OF SPOKANE VALLEY-GRANTEE:
By:
Title:
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EXHIBIT B
STATE OF WASHINGTON )
): ss
COUNTY OF THURSTON
On this day of ,20 ,before me personally appeared Roger
Millar, known to me as the Secretary of Transportation, State of Washington, Department of
Transportation, and executed the foregoing instrument, acknowledging said instrument to be the
free and voluntary act and deed of the State of Washington. for the uses and purposes therein
mentioned,and on oath stated that he was authorized to execute said instrument.
Given under my hand and official seal the day and year last above written.
Notary(print name)
Notary Public in and for the State of Washington,
residing at
My Appointment Expires
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