21-137.00 Fire District 8: Ponderosa Property 2(-i57
INTERLOCAL AGREEMENT FOR ACQUISITION OF REAL ESTATE BETWEEN
THE CITY OF SPOKANE VALLEY AND SPOKANE COUNTY FIRE DISTRICT 8
This Agreement is made by and between the City of Spokane Valley("City")and Spokane County
Fire District 8, a Washington municipal corporation("Fire District")collectively referred to herein
as the"Parties." The Agreement shall become effective as of the date the last Party executes this
Agreement.
WHEREAS, the City purchased 17.64 acres of real property at the southeast corner of 44th
Avenue and Bates Road for park purposes, which is comprised of six parcels, Spokane County
parcel numbers 44041.0102,44041.0103,44041.0104,44041.9046,44041.9048,and 99041.9007;
and
WHEREAS, the Fire District has identified a need for between three and four acres of the
Property while the City needs the balance for park purposes; and
WHEREAS, the Parties wish to enter into this Agreement for the purpose of agreeing to
jointly develop the Property and to provide for dividing the Property between the City and the Fire
District at a later date such that the interests of both Parties will be served; and
WHEREAS, the Parties acknowledge there will be costs to construct frontage
improvements directly related to the anticipated development activity of the respective Parties,and
that the Parties need to apportion those costs between themselves; and
WHEREAS, pursuant to RCW 36.34.340, the City is authorized to acquire by purchase
title to real property for park and recreational purposes; and
WHEREAS, pursuant to RCW 52.12.021 and 52.12.031, the District is authorized to
acquire real property and to enter into this agreement; and
WHEREAS, RCW 39.33.010 authorizes governmental entities to transfer real property
between themselves as set forth in RCW 39.33.020, and
WHEREAS, RCW 39.34.030(1) provides that any power or authority capable of being
exercised by a public agency of this state may be exercised jointly with any other public agency
of this state.
NOW THEREFORE, based upon the foregoing recitals, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto
agree as follows:
1. Joint Board. No joint board or agency shall be created as a result of this Agreement
between the Parties. Any action taken pursuant to the terms of this Agreement must be separately
approved by the governing boards of each Party.
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2. Ownership of Property. The City owns approximately 17.64 acres which was recently
purchased from CVSD.
3. Purchase Price. The Fire District shall pay to the City an amount equal to the per square
foot purchase price of the property based upon the total number of square feet of the property
determined by the survey times three acres (130,680 sq. ft.), together with the same proportionate
share of any appraisal, survey,title,recording,closing,and phase I environmental audit costs. The
per acre cost is$88,983.05,with three acres costing$266,949.15. The Fire District's pro rata share
of the closing and environmental assessment costs for three acres is $1,411.32. Both parties
acknowledge that actual costs may vary slightly, and agree to adjust the purchase price
accordingly. Neither Party is represented by a realtor.
4. Title. The Parties agree this contract right of ownership is enforceable in an action for
specific performance.
5. Closing. The City and the Fire District shall work in good faith to determine a closing
date.
6. Joint Site Development Plan. Within two years following the closing, the Parties shall
work together to mutually draft and finalize a Joint Site Development Plan with the goal of
agreeing, among other things, on how much of the property the Fire District will require for its
purposes, and location of the same(presumed to be adjacent to the intersection of 44`h Avenue and
Bates Road).
The Parties intend that the Joint Site Development Plan shall include building footprints, parking,
curb cuts, sidewalks, storm water management, access including reciprocal access and parking
easements if any, and any other matters that the Parties deem desirable to be included as part of
such Joint Site Development Plan.
The Fire District anticipates that its needs will include a building of approximately 10,000 square
feet, along with outside space generally suitable for fire suppression training purposes and storage
associated with a fire station. The City anticipates that its needs will include land for a park and
related civic uses, including parking.
Fundamental to the understanding between the Parties is that as of the date of execution of this
Agreement, neither Party is in a position to know precisely how the property should be divided
such that the resulting parcels will maximize the use and benefit to each Party of the property for
the Parties' respective needs to the extent allowed by law. To that end, the Parties agree that the
number of square of feet and the precise location of the boundary line to be created cannot be
known until completion of the Joint Site Development Plan. The Parties therefore agree to
cooperate in good faith with each other to arrive at a mutually satisfactory arrangement for dividing
the property as reflected in the Joint Site Development Plan. Any costs relating to development
of the Joint Site Development Plan shall be split equally by the City and the Fire District.
Allocation of costs for a traffic study that addresses impacts of anticipated development will be
the subject of a separate Memorandum of Understanding between the Parties. A traffic study is
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anticipated to identify certain right-of-way improvements or site-wide improvements(collectively
referred to as "frontage improvements") that are necessary for the respective proposed projects.
The Parties agree to split the frontage improvements anticipated to be identified in the traffic study
on a pro rata basis relative to the amount of frontage along Bates Road and 44th Avenue.
Allocation of additional costs for any other frontage improvements that are necessitated by or
otherwise determined as part of the Joint Site Development Plan will be as agreed by the Parties
within 30 days of completion of the Joint Site Development Plan. The Parties will negotiate the
allocation of any such additional frontage improvement costs in good faith.
7. Property Adjustment. If, as a result of the Joint Site Development Plan process the Fire
District determines that it needs more or less than three acres, then the Parties agree that they will
take any steps necessary to transfer Property at the original per square foot purchase price. The
Fire District may acquire up to one additional acre of the Property for a total of four acres. Payment
to the City by the Fire District of any additional property shall be made on or before recording of
the deed described in Section 8 below. Any costs incurred for the boundary line adjustment
process, and any surveying fees and fees for preparation and recording of the deed shall be paid
for by the Fire District. Any legal fees incurred by the Parties shall be the separate responsibility
of each.
8. Deed to Fire District. Within 45 days after completion of the Joint Site Development
Plan, the Parties will cooperate to initiate the process to adjust the boundary line as agreed in the
Joint Site Development Plan through a boundary line adjustment. Within 20 days of the
completion of the boundary line adjustment, the City will convey to the Fire District by statutory
warranty deed that portion of the property designated for the Fire District on the Joint Site
Development Plan to the Fire District.
9. Failure of Joint Site Development Plan. In the event that, despite their good faith best
efforts, the Parties are unable to agree on a Joint Site Development Plan as described above, and
absent an agreement between the Parties to extend the deadline for developing such Joint Site
Development Plan, then City shall, within 90 days after the final deadline for developing the Joint
Site Development Plan, reimburse the Fire District the full amount of that portion of the purchase
price together with the pro-rata share of any survey, title, recording, closing, and phase I
environmental audit costs paid by the Fire District and from that point in time this, Agreement
would be considered void. Each Party shall pay one-half of the costs of the Joint Site Development
Plan if the project does not go forward, either due to failure to agree on a Joint Site Development
Plan or because the Fire District does not obtain sufficient financing as set forth in Section 10.
10. Fire District Financing/Re-Purchase by City. In order to construct a fire department
building and ancillary improvements on the portion of the property acquired by the Fire District,
the Fire District will need to secure outside funding. The Parties agree that in the event the Fire
District has not, by the later of June 1, 2028 or 180 days following execution of an agreed Joint
Development Site Plan, secured necessary funding to design and construct the building and
ancillary improvements on the property in such amounts as shall be determined necessary by the
Fire District, that thereafter the Fire District shall reconvey all of the property back to the City at
the same price paid by the Fire District to the City with payment by the City to be in cash. The
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Fire District, in such event, shall convey title to the City with the same type of instrument as it
received the property from the City, and from that point in time this agreement would be
considered void. Once full funding is achieved, the Fire District shall commence construction
within two years.
11. Maintenance Costs. The City agrees to maintain the property, including that portion
deeded to the Fire District, until such time as the Fire District shall begin development of its
property. Maintenance is anticipated to include weed control and trash removal, and the Fire
District agrees to reimburse the City on an annual basis its square footage based proportionate
share of such costs.
12. Use of Property. The City agrees that its portion of the property will be dedicated to public
use and will not be sold to any third party. The Fire District agrees that its portion of the property
will be developed into a fire department facility, provided that funding for such project is secured
pursuant to Section 10.
The City, at its expense, will be allowed to use the entire site for civic purposes until the Fire
District provides the City with a notice that the Fire District will commence construction activities
in 60 days. The City agrees to hold harmless and indemnify the Fire District from and against all
claims, causes of action, and damages arising out of the City's use of the property for any such
civic purposes.
13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective heirs, personal representatives, legal representative, agents,
attorneys, successors and assigns.
14. Entire Agreement. This Agreement is the sole and entire agreement between the Parties,
and there is no other agreement, either oral or in writing, which modifies the terms of this
Agreement. No statement, promises, or inducements made by either Party or any agent of either
Party that is not contained in this written Agreement shall be valid or binding. Any enlargement,
modification or alteration of this Agreement is binding only if executed in writing and signed by
all Parties hereto.
15. Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party shall be
entitled to recover expenses, including reasonable attorneys' fees, at all trial and appellate levels,
including any bankruptcy proceedings.
16. Venue. This Agreement is entered into in the State of Washington and venue of any action
shall be the Superior Court for Spokane County.
17. Notices. All notices, demands or other communications which are required or permitted
to be given under this Agreement shall be in writing, and either personally delivered or mailed to
the other Party at the address set forth below its signature on this Agreement, or at such other
addresses as either party may give to the other by notice in writing pursuant to the terms of this
paragraph.
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18. Waiver. Waiver by either Party of any covenant, condition or provision of this Agreement
shall not operate as or be considered to be a waiver by such Party of any other covenant, condition
or provision hereof, or of any subsequent breach of either Party.
19. Additional Acts. The Parties each hereby agree to perform, execute and/or deliver or
cause to be performed, executed and/or delivered, any and all such further acts, documents and
assurances as may be reasonably required to consummate the transaction contemplated hereby.
20. Posting of Agreement. Pursuant to the provisions of RCW 39.34.040, this Interlocal
Agreement shall be posted on the City's website for public access.
21. Negotiation and Construction. This Agreement, and each of the terms and provisions
hereof, are deemed to have been explicitly negotiated between the Parties, and the language in all
parts of this Agreement shall,in all cases,be construed according to its fair meaning and not strictly
for or against either Party.
22. Representation of Authority. Each person who executes this Agreement represents and
warrants to the Parties that he or she has the authority to do so.
Dated: 34 1/2142-c Dated: 0a/o/ci t
CITY OF SPOKANE VALLEY SPOKANE COUNTY FIRE DISTRICT 8
lik.1(1-14--°A-tia---, 4 , A
Mark Calhoun, City Manager Gregory A. esse, Chair
10210 East Sprague PO Box 345
Spokane Valley, WA 99206 12100 East Palouse Highway
Valleyford, WA 99036-0345
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