22-046.00 WSDOT: Flora Property Non-Disclosure Agreement g ,o(-1 2
NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement(the"Agreement"),dated and effective as of 5 4 ( 2022,
is made and entered into by and between the Washington State Department of Transportation.
("WSDOT")and the City of Spokane Valley, Washington("City"). The City is the Recipient under this
Agreement. Recipient includes all officers, councilmembers, elected officials, employees, contractors,
agents,or anyone doing work for or on behalf of the City.
1. Description of Confidential Information. The term "Confidential Information" means that certain
appraisal and appraisal review performed by, or on behalf of, WSDOT dated September 24, 2019 and
October 9,2019, respectively, with respect to real property owned by DOT located at 2620 Flora Road,
Spokane Valley,Washington(the"Property"),commonly know as the Flora Pitsite.
2. Confidentiality Obligations.
2.1 Purpose of Disclosure. WSDOT intends to make Confidential Information available to the
City for the sole purpose of the City completing the RCO reimbursement process. City will not use,
disclose, disseminate or distribute any Confidential Information for any purpose except completing the
RCO reimbursement process.
2.2 Duty to Protect. The Recipient will protect Confidential Information from any unauthorized
use,disclosure, copying,dissemination or distribution. Without limiting the foregoing,Recipient will not
disclose or make available Confidential Information to any employees, agents, other representatives or
third parties, except for those employees, agents and other representatives who have a need to know the
same for the purpose of the sale or transaction with respect to the property. Receipient agrees that
confidential Information received from the other belongs to the other. Recipient will be responsible for
any breach of this Agreement and all damages therefrom, by anyone receiving Confidential Information
from or through Recipient.Recipient will,at its sole expense,take all reasonable measures(including,but
not limited to, court proceedings) to restrain prohibited or unauthorized disclosure or use of the
Confidential Information by anyone receiving the Confidential Information from or through Recipient.
2.3 Reservation of Rights. This Agreement does not grant and shall not be interpreted or
construed as granting any license or other right in or to such Confidential Information under any patent,
copyright,trademark,trade secret or other proprietary right.
2.4 Compliance with Laws. Recipient will comply with any and all applicable laws relating to
the use,disclosure,copying, dissemination and distribution of any Confidential Information. In particular,
Recipient agrees to comply with RCW 42.56.260,which provides as follows:
RCW 42.56.260
Real estate transactions.
(1)Subject to the time limitations in subsection(2)of this section,the following documents
relating to an agency's real estate transactions are exempt from public inspection and copying
under this chapter:
(a)Except as provided by chapter 8.26 RCW,the contents of real estate appraisals,made for
or by any agency relative to the acquisition or sale of property;
(b)Documents prepared for the purpose of considering the selection of a site or the
acquisition of real estate by lease or purchase when public knowledge regarding such
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consideration would cause a likelihood of increased price, including records prepared for
executive session pursuant to RCW 42.30.1 l0(1)(b);and
(c)Documents prepared for the purpose of considering the minimum price of real estate that
will be offered for sale or lease when public knowledge regarding such consideration would
cause a likelihood of decreased price, including records prepared for executive session
pursuant to RCW 42.30.110(1)(c).
(2)The exemptions in this section do not apply when disclosure is mandated by another
statute or after the project or prospective project is abandoned or all properties that are part of
the project have been purchased,sold,or leased.No appraisal may be withheld for more than
three years.
3. No Representation or Warranty. Recipient acknowledges that by providing the
Confidential Information to Recipient under this Agreement, WSDOT makes no representation
or warranty,and shall not be deemed to have made any representation or warranty,with respect
to any aspect of the Confidential Information.
In the event Recipient receives a request for public records under Chapter 42.56 RCW that
includes the Confidential Information,Recipient shall provide written notice of the request to
WSDOT within five(5)business days of receipt of the request by Recipient. Without the
consent of WSDOT,Recipient shall not disclose the Confidentail Information save and except as
required by the Public Records Act of the State of Washington.
4. General Terms.
4.1 Applicable Law; Venue. This Agreement will be interpreted, construed and enforced in
accordance with the laws of the State of Washington without regard to its choice of law principles to the
contrary. The parties hereby irrevocably consent to the jurisdiction and venue of the Superior Court of
the State of Washington, Thurston County with regard to any legal or equitable action or proceeding
relating to this Agreement
4.2 Miscellaneous. In the event of any breach of this Agreement,the parties agree that there may
be no adequate remedy at law. In such event or the threat of any such event, each agrees that the other
will be entitled (in addition to any and all other remedies)to injunctive relief, specific performance and
other equitable remedies without proof of monetary damages or the inadequacy of other remedies. This
Agreement may not be amended,except by a writing signed by the party against whom such amendment
is to be enforced. Failure to properly demand compliance or performance of any term of this Agreement
shall not constitute a waiver of a party's rights hereunder.
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WASHINGTON STATE DEPARTEMENT CITY OF SPOKANE VALLEY
OF TRANSPORTATION
By: %lte ph/gipI3 : Ail.01.----Z - Y
Name: Timothy P. Golden Name: John Hohman
Title: Real Estate Services Manager City Manager
Title:
Address: 2714 N Mayfair Street 10210 E Sprague Ave
Address:,._. p
Spokane,Wa. 99207-2050 Spokane Valley,WA 99206
03/15/2022
Date: Date: 3-'7.-2-2
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WASHINGTON STATE DEPARTEMENT CITY OF SPOKANE VALLEY
OF TRANSPORTATION
By: By: aL--------
Name: Name: John Hohman
Title: Title: City Manager
Address: Address: 10210 E Sprague Ave
Spokane Valley, WA 99206
Date: Date: 3"7'2-2
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