19-108.00 JDs Dragon: Additional Precinct Property Purchase Og
REAL PROPERTY PURCHASE AND SALE AGREEMENT
WITH ESCROW INSTRUCTIONS
THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT WITH ESCROW
INSTRUCTIONS ("Agreement")is made effective as of June 2.014 , 2019, ("Effective Date"), by
and between J.D's Dragon,Inc., a Washington corporation, and/or it's assigns, ("Seller"), and the City of
Spokane Valley, a Washington municipal corporation, ("Purchaser"), and First American Title, ("Escrow
Agent"and/or"Title Company").
Seller is the owner of the following(collectively,the"Property"):
A. Fee simple title to real property consisting of approximately 1.1 acres, located in Spokane
Valley, Washington, Spokane,County Assessor Parcel Number 45222.0228, which does not have a street
address, Spokane Valley,WA, as more particularly described on the attached Exhibit A("Real Property");
B. All structures and improvements on the Real Property, together with all construction and
material warranties relating thereto("Improvements");
C. An undivided interest in and to any and all rights and easements appurtenant to the Real
Property and the Improvements; and
D. Any applicable licenses, permits, land use designations, approvals, various waivers or
• consents applicable to the Real Property and the Improvements (collectively,the"Permits"), to the extent
transferable, issued, or subject to the laws of the United States,the State of Washington, Spokane County,
or the City of Spokane Valley, other authority, department, commission board, bureau, agency, unit, or
instrumentality, (collectively,the "Governmental Authorities"and each,a"Governmental Authority").
Purchaser desires to purchase and Seller desires to sell the Property,upon the terms and conditions
hereinafter outlined.
NOW, THEREFORE, it is mutually agreed by and between the parties as follows:
1. Agreement. Seller agrees to sell and convey the Property to Purchaser, and Purchaser agrees to
purchase and accept the Property from Seller,upon the terms and conditions set forth in this Agreement.
2. Purchase Price.The purchase price for the Property is$225,000("Purchase Price"),together with
Purchaser's share of closing costs and prorations,pursuant to this Agreement. The Purchase Price and any
fees and closing costs which Purchaser is obligated to pay pursuant to this Agreement will be paid at Closing
in Current Funds. As used in this Agreement, the term "Current Funds" means wire transfers, certified
funds, or a cashier's check in a form acceptable to Escrow Agent that would permit Escrow Agent to
immediately disburse such funds.
3. Conditions Precedent to Sale. This Agreement is made and executed by Seller and Purchaser
subject to the following conditions precedent:
3.1 Review of Title.
(a)Title Report and Survey.Purchaser shall obtain at Purchaser's cost a commitment for
the Title Policy. The commitment shall be accompanied by legible copies of all documents
referred to in Schedule B of the commitment (the commitment and the documents are
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collectively referred to in this Agreement as the "Title Report"). Purchaser shall review
the Title Report and, (i)within five days after execution of this Agreement("Title Review
Period"),provide Seller and Title Company with written notice of the title exceptions that
are acceptable or objectionable to Purchaser, as well as any title exception which is
unacceptable to Purchaser, in Purchaser's sole discretion (each such objectionable matter
or exception considered a"Disapproved Matter").
(b) Objections. Upon timely notice to Seller and Title Company of any Disapproved
Matters within the Title Review Period or the Survey Review Period, as applicable, Seller
will have the option, but not the obligation, to eliminate any such Disapproved Matters,
obtain title insurance endorsements regarding such Disapproved Matters or to agree to cure
such Disapproved Matters, on or before Closing, in each case in form and substance
acceptable to Purchaser, in Purchaser's sole discretion. Seller shall notify Purchaser of its
election within five days following receipt of Purchaser's objection notice. If,prior to the
expiration of the five-day period, Seller does not elect and notify Purchaser of its intention
to remove such Disapproved Matters,to obtain title insurance endorsements regarding such
Disapproved Matters or to cure such Disapproved Matters on or before Closing, this
Agreement will terminate two Business Days after expiration of such five-day period,
unless prior to such date, Purchaser gives written notice to Seller and Title Company,
agreeing to accept title to the Property subject to such Disapproved Matters, in which case
such Disapproved Matters shall be Permitted Exceptions (as defined below). As used in
this Agreement, the term "Business Day"means any day other than: (i) a Saturday, (ii) a
Sunday, or (iii) days on which branches of national banks located in Spokane Valley,
Washington are closed.
(c)Supplements;Amendments.If the Title Company issues a supplement or amendment
to the Title Report showing additional title exceptions (each, an "Amended Report"),
Purchaser shall have five days from the date of receipt of each Amended Report and a copy
of each document referred to in the Amended Report in which to give notice of any title
exception which is unacceptable to Purchaser,in Purchaser's sole discretion,which will be
deemed to be a Disapproved Matter. If Purchaser provides Seller and Title Company with
notice of Disapproved Matters as shown on the Amended Report, Seller will have the
option to cure such Disapproved Matters within five days thereafter or prior to Closing,
whichever is earlier. Prior to the expiration of the foregoing cure period, if Seller does not
elect,within its sole discretion,to eliminate or obtain title endorsements for the additional
Disapproved Matters on or before Closing, in each case, in form and substance acceptable
to Purchaser, in its sole and absolute discretion,this Agreement will terminate within two
Business Days after expiration of Seller's cure period,unless prior to such date,Purchaser,
in its sole discretion, gives written notice to Seller and Title Company agreeing to accept
title subject to such exceptions, in which case such additional Disapproved Matters will be
Permitted Exceptions. If Seller's cure period or Purchaser's two Business Day response
periods would expire after the scheduled Closing Date,the Closing Date will be extended
until the expiration of the time periods set forth in this Section.
(d)Failure to Provide Written Acceptance.Any title exception that Purchaser accepts in
writing will be a"Permitted Exception." Notwithstanding the foregoing, Purchaser will
not be required to disapprove or object to, and Seller covenants to remove as an
encumbrance against title to the Property on or prior to Closing, any deeds of trust,
monetary liens,or monetary encumbrances(except for real property taxes and assessments
not delinquent), and any exceptions for claims of liens for labor or materials furnished or
supplied to the Property or any portion of the Property. If Purchaser does not provide
written acceptance of an exception to title as disclosed by the Title Report or an Amended
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Report within the applicable time period, Purchaser will be deemed to have objected to
such matter. If this Agreement is terminated due to Seller's failure or inability to cure any
Disapproved Matters under this Section 3.1, any funds, documents or instruments that
Purchaser has deposited with Escrow Agent shall immediately be remitted to Purchaser,
and neither party will have any further obligation to the other,except those obligations that
expressly survive the termination of this Agreement.
3.2 Title Policy.At the Closing, Seller shall convey to Purchaser marketable and insurable fee
simple title'to the Real Property by the duly executed and acknowledged statutory warranty deed
("Deed") in the form attached as Exhibit B. Evidence of delivery of marketable and insurable fee
simple title will be the issuance by Title Company to Purchaser of an ALTA extended owner's
policy of title insurance(or if Purchaser does not elect, in Purchaser's sole discretion,to obtain an
ALTA extended owner's policy, then the issuance of a standard owner's policy of title insurance)
in the amount of the Purchase Price, insuring fee simple title to the Real Property in Purchaser,
subject only to Permitted Exceptions("Title Policy").
4. Closing.
4.1 Closing Date.The purchase and sale transaction contemplated in this Agreement will close
("Closing")within 15 days after Purchaser sends the Approval Notice,or on such other date as the
parties may mutually agree upon in writing("Closing Date").
4.2 Closing Costs and Prorations.
(a) Closing Fees. At Closing, Seller and Purchaser shall split escrow fees and recording
fees in accordance with local custom. Any real estate excise tax or similar property transfer
taxes and fees will be the sole responsibility of Seller. Each party must pay its own
attorneys' fees incurred with respect to this transaction.
(b) Title Policy. For the Title Policy, Purchaser shall pay for a standard owner's title
policy, including the cost of any and all endorsements to the Title Policy unless provided
by Seller to clear a Disapproved Matter, in which case, Seller shall pay the cost of such
endorsements.
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(c)Taxes and Fees. Real property taxes for the year of Closing and annual municipal or
special district assessments(on the basis of the actual fiscal tax years for which such taxes
are assessed), lienable water and sewer rentals, license, or permit and inspection fees, if
any, will be apportioned as of midnight of the day prior to the Closing Date between
Purchaser and Seller. If the tax bill for the real property tax year in which the Closing
occurs has not been issued on or before the day prior to the Closing Date,the apportionment
of such taxes, if any are due and owing, will be computed based upon the most recent
property tax bill available,and then reconciled after Closing based on the actual taxes due.
If, on the day prior to the Closing Date, bills for the real property taxes imposed upon the
Property for the real property tax year in which Closing occurs have been issued but have
not been paid, such taxes shall be apportioned and paid at the time of Closing.
(d)Preliminary Closing Adjustment. Seller and Purchaser shall cooperate with Escrow
Agent to prepare a preliminary closing statement ("Closing Statement"). All
apportionments and prorations provided for in this Section 4.2 to be made as of the Closing
Date will be made on a per diem basis,with Purchaser to be entitled to any and all income
on and after the Closing Date. The preliminary Closing Statement and the apportionments
or prorations reflected therein will be based upon actual figures to the extent available. If
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any of the apportionments or prorations cannot be calculated accurately based on actual
figures on the Closing Date, then (other than with respect to determination of real estate
taxes that will be computed as set forth in subsection 4.2(c)they will be calculated based
on Seller's and Purchaser's good faith estimates thereof, subject to reconciliation as
hereinafter provided.
(e)Post-Closing Reconciliation. If there is an error on the preliminary Closing Statement
• or, if after the actual figures are available as to any items that were estimated on the
preliminary Closing Statement (including, without limitation, real property taxes), it is
determined that any actual proration or apportionment varies from the amount thereof
reflected on the final Closing Statement, the proration or apportionment will be adjusted
based on the actual figures as soon as feasible. Either party owing the other party a sum of
money based on such subsequent proration(s) shall, within five days from the
determination thereof,pay said sum to the other party.
(f) Other Costs and Survival. All other costs not addressed within this Section 4.2 shall
be paid pursuant to the custom in Spokane County. The provisions of this Section 4.2 shall
survive Closing.
4.3 Deliveries at Closing.
(a) Deliveries by Seller. At Closing, Seller shall execute and deliver all documents
reasonably necessary to effect and complete the Closing, including, but not limited to,the
following documents to be executed and delivered:
(1) The Deed, in substantially the form attached to this Agreement as Exhibit B,
conveying to Purchaser good marketable and insurable fee simple title to the
Property, free and clear of all liens, restrictions and encumbrances, other than
Permitted Exceptions.
(2)A non-foreign affidavit for purposes of compliance with Section 1445(b)(2)of
the Internal Revenue Code of 1986, as amended ("Code"), and the regulations
adopted thereunder.
(3) Copies of all current property tax bills and tax notices pertaining to the Real
Property.
(4) All original Contracts, Permits, licenses, and government approvals affecting
the Property.
(5) Such documentation as Escrow Agent may reasonably require, or otherwise
required to close the escrow and consummate the purchase of the Property in
accordance with the terms hereof.
(b)Deliveries by Purchaser. On the Closing Date,Purchaser shall execute and deliver all
documents reasonably necessary to effect and complete the Closing, including, but not
limited to,the following to be executed and delivered by Purchaser to Seller:
(1)The amounts required under Sections 2 and 4.2 in Current Funds.
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(2) Such documentation as Escrow Agent may reasonably require, or may
otherwise be required to close the escrow and consummate the purchase of the
Property in accordance with the terms hereof.
(c) Actions of Escrow Agent. When the foregoing provisions of this Section have been
consummated, at the Closing the Escrow Agent shall:
(1) Prepare settlement statements and obtain signed copies from Seller and
Purchaser.
(2)Record the Deed.
(3)Deliver the Current Funds to Seller,net of Seller's costs, fees,and prorations.
(4)Issue and deliver the Title Policy to Purchaser.
(5)Deliver the above referenced documents to each applicable party.
5. Representations and Warranties of Seller. In addition to the representations and warranties
contained in other sections of this Agreement, Seller makes the representations and warranties to Purchaser
set forth in this Section 5. Each representation and warranty: (a) is material and relied upon by Purchaser;
(b) is true, to the best of Seller's knowledge, in all respects as of the Effective Date; (c)will be true in all
respects on the Closing Date; and(d)will survive Closing.
5.1 Binding Agreements/Authority/Conflicts. This Agreement and all exhibits and
documents to be delivered by Seller pursuant to this Agreement have been duly executed and
delivered by Seller and constitute the valid and binding obligations of Seller, enforceable in
accordance with their terms. Seller has all necessary authority, and has taken all action necessary
to enter into this Agreement to consummate the transactions contemplated hereby, and to perform
its obligations hereunder. The execution, delivery, and performance of this Agreement will not
conflict with or constitute a breach or default under (a)the organizational documents of Seller;
(b) any material instrument, contract, or other agreement to which Seller is a party which affects
the Property; or (c)any statute or any regulation, order, judgment, or decree of any court or
Governmental Authority. •
5.2 Due Diligence Materials; Other Documents. To Seller's knowledge, all current
diligence materials and other documents Seller has provided to Purchaser are true and accurate in
all material respects.
5.3 Non-foreign Status. Pursuant to Section 1445 of the Internal Revenue Code, Seller is not
a foreign person or nonresident alien as defined within that section. Seller understands that the
Purchaser may disclose this warranty to the Internal Revenue Service.
5.4 Proceedings and Litigation. There are no existing or pending suits,claims,proceedings,
or actions with respect to any aspect of the Property nor,to the knowledge of Seller,have any such
actions,suits,proceedings,or claims been threatened or asserted.
5.5 Condemnation; Access. There is no pending or, to Seller's knowledge, threatened
condemnation affecting the Property. There is no pending or, to Seller's knowledge, threatened
proceeding that would adversely affect access to the Property.
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5.6 Seller Sole Owner. Seller is the sole fee owner of the Property and has good and
marketable title thereto.
5.7 No Contracts and Commitments. Except for this Agreement, with respect to the
Property, Seller is not a party to any other contract or agreement providing for the sale or other
conveyance of any of the Property, or any portion thereof.
5.8 Seller's Performance. Seller is not in default under any contract affecting the Property to
which Seller is a party, and no event,condition,or occurrence exists which,after notice or lapse of
time, or both,would constitute such a default by Seller of any of the foregoing.
5.9 Title to Real Property. As of the Closing Date, the Property will be free and clear of all
liens, encumbrances, claims, rights, demands, easements, leases, agreements, assessments,
covenants, conditions, and restrictions of any kind or character(including, but without limitation,
liens or claims for mortgages, or other title retention agreements, deeds of trust, security
agreements, and pledges) except for the Permitted Exceptions.
5.10 Governmental Consents. To Seller's knowledge,no violations are or have been recorded
in respect of any licenses or Permits and no proceedings are pending or otherwise threatened,
concerning the revocation or limitation of any such license or Permit. There is no governmental or
public action pending or threatened in writing, or,to Seller's knowledge,otherwise threatened that
would limit or affect operation of the Property.
5.11 Governmental Compliance. Seller has not received written notice of any violation of any
statute, law, ordinance, or regulation of any Governmental Authority that would require remedial
action by Seller or would require repairs or alterations to the Property or any portion of the Property.
To the best of Seller's knowledge,the Property is not in violation of any statute,law, ordinance,or
regulation of any Governmental Authority.
5.12 Environmental/Hazardous Materials. Seller has not discharged or permitted the storage
on the Property of any hazardous materials, and Seller is not aware of any discharge or storage of •
hazardous materials on the Property by any other persons.
(a) Representation and Warranty. Seller is not aware of the presence of and has not
caused or allowed the use,generation,manufacture,production,treatment,storage,release,
discharge, or disposal of any Hazardous Substances on, under, or about the Property and
has not caused or allowed the transportation of any Hazardous Substance to or from the
Property. Seller has not received any notice of violation,administrative complaint,judicial
complaint, or other notice (i) alleging that conditions on the Property are or have been in
violation of any Environmental Law, (ii) informing Seller that the Property is subject to
investigation or inquiry regarding the presence of Hazardous Substances on or about the
Property, or(iii) alleging the potential violation of any Environmental Law.
(b)"Environmental Law"Defined. As used in this Agreement,the term"Environmental
Law" means any federal, state or local law, statute, ordinance, or regulation pertaining to
health, industrial hygiene, or environmental conditions, including, without limitation,the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. § 9601, et seq.; the Resource Conservation and Recovery Act of 1976, 42 U.S.C.
§ 6901, et seq.; the Toxic Substances Control Act of 1976, 15 U.S.C. § 2601, et seq.; the
Superfund Amendments and Reauthorization Act of 1986, Title III, 42 U.S.C. § 1101, et
seq.;the Clean Air Act,41 U.S.C. § 7401,et seq.;the Federal Water Pollution Control Act,
33 U.S.C. § 1251,et seq.;The Safe Drinking Water Act,41 U.S.C.§ 300f,et seq.;the Solid
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Waste Disposal Act, 42 U.S.C. § 3251, et seq.; the Model Toxics Control Act, chapter
70.105 RCW; and any other federal, state or local law, statute, ordinance, or regulation
now in effect or hereinafter enacted which pertains to health, industrial hygiene, or the
regulation or protection of the environment, including without limitation,ambient air,soil,
groundwater, surface water,or land use.
(c) "Hazardous Substance" Defined. As used in this Agreement, the term "Hazardous
Substance"means any material,waste, substance,pollutant, or contaminant which may or
could pose a risk of injury or threat to health or the environment, including, without
limitation: (i)those substances included within the definitions of"hazardous substance,"
"hazardous waste," "hazardous material," "toxic substance," "solid waste," or "pollutant
or contaminant" in or otherwise regulated by, any Environmental Law; (ii)those
substances listed in the United States Department of Transportation Hazardous Materials
Table (49 C.F.R. 17.101, including appendices and amendments thereto), or by the
Environmental Protection Agency(or any successor agency) as hazardous substances (40
C.F.R.Part 302 and amendments thereto); (iii) such other substances,materials,or wastes
which are or become regulated or classified as hazardous or toxic under any Environmental
Law; and (iv)any material, waste, or substance which is (A)petroleum or refined
petroleum products; (B)asbestos in any form; (C)polychlorinated biphenyls;
(D)flammable explosives; (E)radioactive materials; (F)radon, or (G) Mold. As used in
this Agreement, the term "Mold" means any mold, mildew, or fungi (living or dead) or
their mycotoxins, spores, or other byproducts present in a quantity, of a type, or in such
manner, as to pose a potential risk to human health or a potential violation of any
Environmental Laws or to indicate significant impairment to the structure where the mold,
mildew,fungi or their mycotoxins, spores, or other byproducts exist.
6. Covenants of Seller.
6.1 Normal Operations. From and after the Effective Date, Seller shall not: (i) execute,
modify,terminate, or approve any contracts or commitments of any kind affecting the Property or
any interest therein without Purchaser's written approval, which may be granted or withheld in
Purchaser's sole discretion; (ii) execute any leases affecting the Property; or (iii) encumber the
Property with any liens, encumbrances,or other instruments creating a cloud on title or securing a
monetary obligation with the Property. Until possession is delivered to Purchaser,Seller agrees,at
its sole cost and expense, to maintain and keep the Property in not less than the same order and
condition as it is on the Effective Date,and to operate the Property in the same manner as if Seller
were retaining the Property.
6.2 Insurance. Until the Closing Date, Seller shall maintain substantially the same liability,
casualty, and all other insurance on the Property, if any, as are in effect as of the Effective Date.
6.3 Indemnification. Except as specifically stated herein, Seller hereby agrees to indemnify,
protect, defend, save, and hold Purchaser and its agents, staff, and Councilmembers ("Purchaser
Indemnified Parties") harmless from and against any and all Claims (a) arising from contracts, or
other agreements entered into during Seller's ownership of the Property and resulting from an
occurrence prior to the Closing; (b) arising from the ownership, operation, maintenance, and
management of the Property during Seller's ownership and resulting from an occurrence prior to
the Closing; and(c) resulting from a breach by Seller of representations and warranties expressly
made by Seller in this Agreement. The provisions of this Section 6.3 shall survive Closing or the
earlier termination of this Agreement.
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6.4 Continuing Representations and Warranties. Until the Closing Date, promptly upon
the occurrence of, or upon Seller becoming aware of an impending or threatened occurrence of,
any event which would cause or constitute a material breach of this Agreement, or which would
have caused or constituted a breach had such event occurred prior to the date hereof,of any of the
representations or warranties of Seller contained in or referred to in this Agreement or in any exhibit
to this Agreement, Seller shall give detailed written notice thereof to Purchaser and shall use its
reasonable efforts to prevent or promptly remedy the same.
7. Purchaser's Representations, Warranties, and Covenants. In addition to the representations
and warranties contained in other sections of this Agreement, Purchaser makes the representations and
warranties to Seller set forth in this Section 7. Each representation and warranty: (a)is material and relied
upon by Seller; (b) is true in all respects as of the Effective Date; (c) will be true in all respects on the
Closing Date; and(d)will survive Closing.
7.1 Authority/Binding Agreements. Purchaser has the legal right, power, and authority to
enter into this Agreement and to consummate the transactions contemplated hereby, and the
execution, delivery, and performance of this Agreement have been duly authorized and no other
action by Purchaser is requisite to the valid and binding execution, delivery, and performance of
this Agreement.
7.2 Indemnification. Purchaser hereby agrees to indemnify, protect, defend, save, and hold
Seller and its directors, officers, and agents, harmless from and against any and all debts, duties,
obligations, liabilities, suits, claims, demands, causes of actions, damages, losses, costs, and
expenses(including,without limitation,reasonable legal expenses and attorneys' fees with respect
to the same or to enforce this indemnity)(collectively,"Claims"),in any way relating to,connected
with or arising out of the actions of Purchaser from and after the Closing,(a)arising from contracts
or other agreements entered into during Purchaser's ownership of the Property; (b)arising from the
operation, maintenance, and management of the Property during Purchaser's ownership; and (c)
resulting from a breach by Purchaser of representations and warranties expressly made by
Purchaser in this Agreement. The provisions of this Section 7.2 shall survive Closing.
8. Anti-Terrorism Laws. Neither Purchaser nor Seller, nor any of their shareholders, officers, or
directors, is a "Prohibited Person" or "Specifically Designated National and Blocked Person" under the
Anti-Terrorism Laws (hereinafter defined). As used herein, the term "Anti-Terrorism Laws" means any
and all present and future judicial decisions,statutes,ruling,rules,regulations,permits,certificates,orders,
and ordinances of any Governmental Authority relating to terrorism or money laundering including,without
limiting the generality of the foregoing,the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Pub.L.No. 107-56);the Trading with the
Enemy Act(50 U.S.C.A.App. 1 et seq.);the International Emergency Economic Powers Act(50 U.S.C.A.
§ 1701-06); Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (relating to
"Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism") and the United States Treasury Department's Office of Foreign Assets Control list of
"Specifically Designated National and Blocked Persons" (as published from time to time in various
mediums including,without limitation, at http:www.treas.gov/ofac/tllsnd.pdf).
9. Condemnation; Casualty. Seller shall promptly notify Purchaser in writing of any casualty or
any condemnation proceeding commenced or threatened with respect to the Property prior to Closing(any
such event being referred to as a"Condemnation Event"). If any such Condemnation Event relates to or
may result in the loss of any portion of the Property, then Purchaser may elect, by notice to Seller within
five days after receipt of Seller's notice, to terminate this Agreement, in which event neither party shall
have any further rights or obligations hereunder. If Purchaser does not terminate this Agreement, then
Purchaser shall close escrow and shall accept such Property in its then condition and, upon the close of
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escrow: (i)for a casualty loss, Purchaser shall receive a credit against the Purchase Price in the amount of
Seller's deductible under its casualty insurance policy and Seller shall assign to Purchaser all insurance
proceeds payable to Seller for property damage from Seller's insurer resulting from such casualty; and/or
(ii) for a condemnation, Seller shall assign to Purchaser any compensation, awards, or other payments or
relief Seller has received or is entitled to receive resulting from such condemnation proceeding.
10. Brokerage. Neither party is represented by a licensed real estate agent or broker or other person
who can claim a right to a commission or a finder's fee regarding the Real Property.
11. Attorneys' Fees. Should either party bring any action against the other party related in any way
to this Agreement,the substantially prevailing party will be awarded its or their reasonable attorneys' fees
and costs incurred for prosecution, defense,consultation, or advice in connection with such action.
12. Escrow Agent. Escrow Agent hereby accepts its designation as Escrow Agent under this
Agreement. It is agreed that the duties of Escrow Agent are only as herein specifically provided and purely
ministerial in nature. The foregoing shall not limit the liability of Escrow Agent as the title insurer under
the terms of the Owner's Policy (such liability being in accordance with the terms of such policy). The
provisions hereof will constitute joint instructions to the Escrow Agent to consummate the purchase in
accordance with the terms and provisions hereof, provided, however, that the parties shall execute such
additional escrow instructions, not inconsistent with the provisions hereof, as may be deemed reasonably
necessary to carry out the intentions of the parties as expressed herein. The provisions of this Section will
survive the Closing or termination of this Agreement.
13. Notices. All notices or other written communications hereunder shall be deemed to have
been properly given(a)upon delivery, if delivered in person, (b)upon facsimile transmission,provided an
electronic confirmation thereof is issued, (c) one Business Day after having been deposited for overnight
delivery with any reputable overnight courier service, or (d)three Business Days after having been
deposited in any post office or mail depository regularly maintained by the U.S.Postal Service and sent by
registered or certified mail,postage prepaid,return receipt requested,addressed as follows:
If to Purchaser: City of Spokane Valley
Attn: City Clerk
10210 East Sprague Avenue
Spokane Valley, WA 99206
If to Seller: Karen DeMello,President
J.D's Dragon,Inc.
12828 East Sprague Avenue
Spokane Valley,WA 99216
Email address: milton723@aol.com
If to Escrow Agent: Dawn McClenahan
First American Title
40 East Spokane Falls Blvd.
Spokane,WA 99202
14. Governing Law/Venue. The laws of the State of Washington govern the enforcement, and
interpretation of this Agreement. The venue for any action related to this Agreement shall be in Spokane
County,Washington.
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15. Integration; Modification; Waiver. This Agreement, exhibits, and closing documents pursuant
to this Agreement constitute the complete and final expression of the agreement of the parties relating to
the Property. This Agreement cannot be modified, or any of the terms hereof waived, except by an
instrument in writing(referring specifically to this Agreement)executed by the parties.
16. Counterpart Execution. This Agreement may be executed in several counterparts,each of which
will be fully effective as an original and all of which together will constitute one and the same instrument.
17. Headings; Construction. The headings used throughout this Agreement have been inserted for
convenience of reference only and do not constitute matters to be construed in interpreting this Agreement.
Words of any gender used in this Agreement will be construed to include any other gender, and words in
the singular number will be construed to include the plural, and vice versa, unless the context requires
otherwise. The words "herein," "hereof," "hereunder," and other similar compounds of the word "here"
when used in this Agreement refer to the entire Agreement and not to any particular provision or section.
18. Time of the Essence. Time is of the essence in this Agreement and of the obligations of the parties
to purchase and sell the Property, it being acknowledged and agreed by and between the parties that any
delay in effecting a closing pursuant to this Agreement may result in loss or damage to the party in full
compliance with its obligations hereunder.
19. Invalid Provisions. If any one or more of the provisions of this Agreement,or the applicability of
any such provision to a specific situation, is held invalid or unenforceable,such provision will be modified
to the minimum extent necessary to make it or its application valid and enforceable, and the validity and
enforceability of all other provisions of this Agreement and all other applications of any such provision will
not be affected thereby.
20. Binding Effect. This Agreement is binding upon and inures to the benefit of Seller and Purchaser,
and their respective successors and permitted assigns.
21. Further Acts. In addition to the acts recited in this Agreement to be performed by Seller and
Purchaser,Seller and Purchaser agree to perform or cause to be performed at the Closing or after the Closing
any and all such further acts as may be reasonably necessary to consummate the transactions contemplated
in this Agreement.
22. Sole Discretion. Where either party hereto is given the right to exercise its sole and absolute
discretion, neither the other party nor any court, arbitrator, third party, or board will have the right to
challenge said exercise,whether reasonable or unreasonable,on any grounds whatsoever.
•
IN WITNESS WHEREOF,the parties have executed this Agreement this — day Oilvisy.,2019.
PURCHASER: SELLER:
CITY OF SPOKANE VALLEY J.D'S DRAGON,INC.
By(signature): By(signature)\
Printed Name: Mark-Gal:hem. a s' To-jto( Printed Ie: Karen DeMello,President,
Title: Lei„�q City Manager Title:
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This Real Property Purchase and Sale Agreement with Escrow Instructions is hereby acknowledged and
accepted and the escrow is opened as of , 2019. Escrow Agent hereby
agrees to act as "the person responsible for closing"the purchase and sale transaction contemplated in this
Agreement within the meaning of Section 6045(a)of the Internal Revenue Code of 1986, as amended, and
to file all forms and returns required thereby.
s/GA)60 I K/ GCk AXULEIDGZififATF o!-
R e ce r Pr OF Oocum Eir oN[..Y oal
First erican TitleR & o
By: i) o2
Name: 0 CGW L) /Q rn c CI'i?QJic K
Title: LPO , S n Len_ Comm ,/C10.i-
Ec' wO
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EXHIBIT A
REAL PROPERTY
The West 222.00 feet of tract 162, Opportunity, according to the plat recorded in
Volume"K"of the Plats,Page 20:
Except the North 428.00 Feet thereof:
Situate in the City of Spokane Valley, State of Washington.
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EXHIBIT B
DEED
Filed for record at request of and
copy returned to:
Spokane Valley City Clerk
10210 East Sprague Avenue
Spokane Valley,WA 99206
•
STATUTORY WARRANTY DEED
The Grantor, J.D's Dragon, Inc., a Washington corporation, in consideration of$198.149.00 and
other valuable consideration, in hand conveys and warrants to Grantee, City of Spokane Valley, a
Washington municipal corporation,the following-described real estate,situated in the County of Spokane,
State of Washington:
The West 222.00 feet of tract 162, Opportunity, according to the plat recorded in
Volume"K"of the Plats,Page 20:
Except the North 428.00 Feet thereof:
Situate in the City of Spokane Valley, State of Washington.
TO HAVE AND TO HOLD the said property, with its appurtenances, unto the Grantee and the Grantee's
successor and assigns forever. Grantor does hereby covenant to and with the said Grantee that Grantor is the
owner in fee simple of said property and that such property is free from all encumbrances other than easements
of record disclosed prior to closing by Grantor.
SUBJECT TO:
DATED this day of ,2019.
,a Washington corporation
By: EXHIBIT—DO NOT EXECUTE_
Name:
Title:
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STATE OF WASHINGTON )
)ss
County of Spokane )
On this day of June,2019,before me personally appeared Karen DeMello,to me known to be
the President of J.D's Dragon,Inc.,the Washington corporation that executed the foregoing instrument,and
acknowledged the said instrument to be the free and voluntary act of said Washington corporation,for the
uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute the said
instrument on behalf of said Washington corporation.
GIVEN UNDER MY HAND AND OFFICIAL SEAL the day and year in this certificate first above
written.
Notary Public(Signature)
(Print Name)
(Seal or Stamp) My commission expires:
•
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