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06-061.00 Spokane County: Precinct Purchase.. AC12.H E11~1LNT FOR PURC1~lA5E OF THE SPOKANf/' VALLEY PRTCINCT BUtLDIi`tC= 6 046:3 "T"his Ag7eement is made and entered into by and bct<veen the City of Spokane Valley, a municipal corporation organized and operating under RCW 35A (hereafter referred to as "City" or "Buyer"), and Spokane County, a political subdivision of the State of Washington (hereafter referred to as "County" or "Seller"), and jointly referred to hereafter as "Parties." RECI`CALS: A. Pursuant to the provisions of RCW 36.32.120(6), the Board of County Commissioners has the care of County property and the management of County funds and business; and B. Pursuant to the provisions of RC~V 36.34.130, the >3oard of County Commissioners of Spokane County may dispose of County property io another governmental agency upon such terms as may be agreed upon and for such consideration as may be deemed by the Board of County Commissioners to be adequate; and C. Prior to the incorporation of the City of Spokane Valley in 2003, Spokane County acquired that parcel of property located at 12710 East Sprague Avenue, Spokane Valley, Washington, 99216, including the strtircture located on the property (Spokane Valley Precinct), hereafter sometimes referred to as the "Premises". Amer purchase by the County, the building and property were renovated for various purposes including but not limited to use by the Spokane County Sherif E: The total cost of the purchase and renovation of the property to Spokane County was $2,400;000; and D. Prior to the incorporation of the City; the :Parties entered into an agreement whereby the County and the Spokane County Sheriff would provide police services to the City; and E. Recobmizing that the citizens within the ^ewly incorporated limits of the City helped pay for the purchase of the Spokane Valley Precinct and renovation of the Premises through payment of various ta,~ces, the County provided the City a credit that could be used to either (1) purchase a portion or all of the Premises, or (2) pay toward the City's yearly lease amount for usage of~ 56% of the Premises. The amount of the credit was calculated by taking the total cost of the Premises ($2,400,000) and dividing it by the population of the unincorporated area of the County prior to incorporation of the City in March; 2003 (201,849). ($2,400,000 _ 201,849 = $11.89) The resulting amount of $1 1.89 represented the unincorporated per capita cost of the ]'remises for all residents of the County. This figure ~<<ZS then applied to the. population of the City as of March 3l, 2003, the date of incorporation (32,500). (82,500 x $11..89 = 5975,046) $975,046 represents the credit the County recognized for either purchase of all or a portion of the Premises, or to apply toward the City's lease payment for housing the City's police services; and t+. The City chose to lease a portion of the Premises for approximately the first three years, reducing the City's credit from $975;046 to $639,090 as of June I, 2006. The City now desires to purchase the Premises, and the County now desires to Belt the Premises. The C06-61 remaining X639,090 shall be applied against the purchase price of X2,400,000 for the Premises, leaving a balance oi~ $1,760,910 as ofJune 1, 2006; and G. Upon purchase of the Premises by the City, the County may continue to occupy up to 44°/u of the Premises for criminal justice-related purposes or purposes not incompatible with criminal justice-related purposes. The use of up to 44%, of the Premises by the County shall be subject to a separate lease agreement betwee^ the Parties following the execution of this agreement. Such lease agreement shall provide that the County shall give the City notice on or before March I S' of any year to reduce its occupancy below 44% or the previous year's occupancy, which ever is less, for the subsequent calendar year's occupancy. vO~'~, THEREFORE, inconsideration of the muhial promises set forth hereinaPer and as provided for in the recitals above, which are made part of this agreement and incorporated herein, the Parties hereby agree as follows: 1. PUTt'OSL. The purpose of this Agreement is to set forth the Parties' understanding regarding the purchase of the Premises by City from County. The terms and conditions under tvhiuh [he County may occupy a portion of the Premises as set forth in a separate lease agreement which will be entered into by the Parties following the execution of this purchase A3n-eement. 2. PI1;EI~IISES. The terminoloby "Premises" shall mean that parcel of property located at 12710 least Sprague Avenue, Spokane Valley, OVA 99216. The legal description of the Premises is as follolvs: Parcel number 45222.0227 Opportunity. The v 428 ft of the ~V % of the W '/Z of TR 162 and the N 42S ft of -he V~~ o f the F '/ of the ~V % of Sl"a 7°R l 62 and the W 10 tT of the N 428 ft o f the E % of the E %2 of the 1V %a of SD TR l 62. 3. PURCk11SL+"+" .PRICE. The total purchase price fir the property (the "Purchase .Price") is T~Z'O i\'i]LLION FQUR HUiYDRED THQUSf~[\7ll AND 00/100 DOi~LARS ($2,400,000.(111). The Purchase Price shall be payable by Buyer to Seller as follows: (a) The Parties shall apply 5639,090.00 in previously-recognized e~yuity to the City towards the sale price. _ (b) Upon mutual execution of this Agreement, City shall deposit the sum of X500,000.00 in escrow with the '1'ransiVation Title Lisurance Company ("the 'T'itle Company"). "1"his Agreement shall constitute the parties' joint instructions to the Title Company concerning the handling of the Deposit. The Deposit will be held in a federally insured depository account, with any interest e.amed on the Deposit held in the account. The Deposit (including any interest) shall be held, refunded; applied, and handled as described in this Agreement. -z- T (c) The. remaining balance of $1,260,910.00 will be paid pursuant to the terns aF~ a separate lease agreement whereby the County will occupy a portion of the Premises for criminal justice-related purposes or purposes not incompatible with criminal justiec- related purposes. The Lease Agreement is intended to retire the remaining balance owed by the City to the County. 4. `l'1TLE REPORT. `I"his agreement is subject to receipt by the City of an acceptable title report. Prior to closing, City, at City's expense, shall obtain the title report and title insurance f'or the Premises. 5. St1i.,E OF PROPERTY liy "AS-IS" CONI)11 ION. City acknowledges that the sale of the Premises to City is made solely on an "as-is" basis. This provision is conditioned upon the Caunty providing to the City; at least seven business days prior to closing, copies of all data compiled by the County concerning the condition of the Property, including, but not Limited to; all feasibility and property studies, audits, surveys, and enviroiunental studies. The intent of this provision is tc> allow the City io reasonably determine whether the Premises harbor a condition that would substantially ai~ect the value to the City. If such a condition exists, City shall have the right to terminate this Agreement prior to closing. 6. CLOSING 1~ATE. This transaction will be closed in escrow at the 't'itle Company (whale address is 105 West 3"`r Avenue, Spokane, 1VA 99201) no later than June 1; 2006. The closing date may be extended by mutual written agreement of the :Parties. 7. I~ELI~~ERY OF C[.OSING DOC[TI\7:I:N"TS BY COUiV'l'Y. On or before the closing date, County shall deposit with the Title Company, for delivery at closing to City; the following: (a) a bargain and sale deed sufficient to convey title that is good and marketable; and (b) if required by State law, any transfer tax or sales tax at~davit or statement of vahtc or other forn required to be signed in artier to record the deed; and (c) an executed closing statement prepared by the closing agent. S. D1±,LIVERY OF C1..OS NG DOCUi~1EN'CS BY CITY. At least one business day before the closing date of June 1, 2006, or as may be extended by agreement of the Parties; City shall deposit with the Title Company, for delivery at closing to County, the following: (a) a wire transfer of funds in the amount set forth in Section 3(b); and (b) any additional instrument to be signed in order to record the statutory warranty deed; and (c) an executed closing statement prepared by the closing agent. (d) an executed lease between the City of Spokane Valley and Spokane Caunty as addressed in Recital "Ci". 9. COSTS OIL` CLOSING. City shall bear and pay the following: (a) the cost of recording the statutory warranty deed; and (b) the cost of title insurance on the Premises. -3- \ i Any and all ether costs of closing shall be divided equally behveen the County and City and paid by them accordingly. 10. r~7"I'ORtYEY FEES. ff suit or action is instituted to interpret or enforce the terms of this Agreement or to rescind this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial, on any appeal, and on any petition for review, in addition to all other scans provided bylaw. 1.1.. FURTFlN~I~ ASSURANCES. Each party will, whenever and as often as it shall be reasonably requested by the other party, execute, acF:nowledge, and deliver or cause to be executed; acknowledged, and delivered such fi~rther instruments and documents as may be necessary in order to carry out the intent and purpose of this Agreement. 12. Cft.~l\7GN S 1N WRITING. This Agreement anti any of its terms may be changed, waived, discharged; or terminated only by a mutual written agreement of the Parties. 13. COU~1TF1tPAK1'S. This Agreement may be executed simultaneously c)r in counterparts, each of which shall he deemed an original, but all of which together shall constitute one and the same Agreement. 14. SEVLRABILITY. `Che .Parties agree that if any parts; terms or provisions of this Agreerttent are held by the courts to be illegal, the validity of the remaining portions or provisions shall not be affected and the rights anti obligations of the Parties shall not be affected in regard to the remainder of the Agreement. Tf it should appear that any pant, term or provision of This Agreement is in conflict with any stahrtory provision of the State of Washington, then the part, terns or provision thereof that may be in conflict shall be deemed inoperative and null and void insofar as it tnay be in conflict therewith and this Agreement shall be deemed to modify to confornt to such statutory provision 11v WITNESS ~vH:E:17.FO.r, the PARTIES have caused this Agreement to be executed on date and year o polite thei/rr~espective signaRires. DATIIa: (l~ O~ BOA.1tD Of' COUNTY COMM[SSIONI/KS r~~` OF SPOKt>NE COUNTY, ~VASI-fINGTON O~ ~,..... Ls~/ O ,~i/ O~ O~E CijG~~~ 0' ~/~C m :" TODD M[ELK :. . •. `~ • . SEAL; . c~ ~~ '. FfA1ZIZIS, Commissioner -4- A.TTES-I': ~~=~~~~~ Iv~ARIC RICHARD, Vice-Chairman ~~ 1 DATED: ~° -~ A'1"T>; Christine Bainbridge, City Clerk APPROVED AS TO FORM Oi~ILY: Office of ~c City Attu e CITY OF SPOKANE VALI..FY 4~i~! l_ ~ ~~!~~ David Mercier, City Manager c -5- I STATE OF WASI-11NC~7 ON ) ss. County of'Spokane ) On lhis~~L day of , 2006, before mc, the undersigned; a ~lotary Public in and for the State of Nash gton, duly commissioned and s~<<orn, personally appea-red TODD Mf.~[ICJ/, MARK RICHARD, AND PHILI...Tf' D HARRIS, to me known to be the individual(s) that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary acl and deed of said individual(s), for the uses a,ld purposes therein mentioned, and on oath stated that helshe «~crc authorized to execute said instrument, and that the seal affixed is the seal of said County. 1N ~VTTNESS WHEREQF, I: have hereunto set my hand and affixed my seal the day and year first written abave``,t~~~~~,,,,,r,r~,,/ `~~~~~ N~ELA P: F~ /~~~~~ `~ pQ:o~y~SSI y~~/Ccf~ . = -. 9r y = ~q~iunm-n~~~` ~~~~''~~F wA S N~H~~©~```. /• NO'CARY PUBLIC in and for the Stale of Washington, residing at S,po~k/ane. My commission expires: ~"T" ~ ~~C~ -6- ACKNOWLEDGEMENT OF EARLY PAYOFF FOR THE SPOKANE VALLEY PRECINCT BUILDING This acknowledgement of early payoff for the Spokane Valley Precinct Building is entered into by and between the City of Spokane Valley (hereinafter Spokane Valley), and Spokane County, jointly referred to as "Parties". The Precinct Building is located at 12710 East Sprague, Spokane Valley, WA 99216, parcel number 45222.0227. The Parties entered into the "Agreement for Purchase of the Spokane Valley Precinct Building" (hereinafter "the Purchase Agreement") on June 6, 2006. The Purchase Agreement set the financial terms of the sale. Section 3(C) identified a remaining balance of $1,260,910.00 owed by Spokane Valley, and that the Parties would enter into a Lease Agreement whereby Spokane County would use a portion of the Precinct Building for law enforcement related services, and this use would retire the remaining balance owed by Spokane Valley to Spokane County over time. On October 2, 2007, the Parties executed a Lease Agreement in which Spokane County's current and intended future usage were identified. The Parties operated under that Lease Agreement with Spokane County drawing down its balance owed until October, 2007, at which time the Parties determined to proceed with an early payoff of the balance by Spokane Valley to Spokane County. The remaining balance at that time was calculated at $873,477.00. On October 15, 2007, Spokane Valley transmitted a check in that amount to Spokane County to complete the early payoff, thus fully satisfying all financial obligations of Spokane Valley pursuant to the Purchase Agreement. Executed this J day of December, 2008. Spokane County Marshall Farnell, Chief Executive Officer Date: City of Spokane Valley David Mercie , City Manager Date: /a/vl6 dg City of Spokane Valley Office of the City Attorney 11707 East Sprague Avenue, Suite 103 Spokane Valley, WA 99206 5748571 01/09/2009 04;46:57 PM R44.00 Page t of OF SPOKANE VALLEY Miscellaneous Fee $ GOVERNMENT, Spokane County Spokane County Washington 1111111111111111111311111111111121111. 111111I"IIII'I'111 I"IIII'111II'I'I'I"III'I21I"I Document Title(s) Acknowledgement of Early Payoff For The Spokane Valley Precinct Building Reference Number(s) of Related Documents Resolution No. 06-0463 Grantor(s) (Last Name, First & Middle Initial) City of Spokane Valley Grantee(s) (Last Name, First & Middle Initial) Spokane County Legal Description (Abbreviated form is acceptable) i.e. Section/Township/Range/1/4 Section THEN 428 FT OF THEW 1/2 OF THEW 1/2 OF TR 162 AND THEN 428 FT OF THEW 1/2 OF THEE 1/2 OF THEW 1/2 OF SD TR 162 AND THEW 10 FT OF THEN 428 FT OF THE E 1/2 OF THEE 1/2 OF THEW 1/2 OF SDTR Assessor's Tax Parcel ID Number: 45222.0227 The County Auditor will rely on the information provided on this form. The Staff will not read the document to verify the accuracy or completeness of the indexing information provided herein. Sign Below only if your document is Non -Standard. I am requesting an emergency non-standard recording for an additional fee as provided in RCW 36.18.010. I understand that the recording processing requirements may cover up or otherwise obscure some parts of the text of the original document. Fee for non- standard processing is $50. Signature of Requesting Party ACKNOWLEDGEMENT OF EARLY PAYOFF FOR THE SPOKANE VALLEY PRECINCT BUILDING RESOLUTION NO. 06-0463 Signature page attached. ACKNOWLEDGEMENT OF EARLY PAYOFF FOR THE SPOKANE VALLEY PRECINCT BUILDING This document will act an as acknowledgement, requested by the City of Spokane Valley, by Spokane County of early payoff by the City of Spokane Valley of the amount owing and due for its purchase of the Spokane Valley Precinct Building located at 12710 East Sprague, Spokane Valley, WA 99216, parcel number 45222.0227 (the " Precinct Building"). On October 15, 2007, the City of Spokane Valley transmitted a check to Spokane County in the amount of $873,477.00. This amount represented the amount owing and due by the City of Spokane Valley to Spokane County for the purchase of the Precinct Building based upon the provisions set forth in a document entitled "Agreement for Purchase of the Spokane Valley Precinct Building" dated on June 6, 2006. Spokane County Marshall Fa Date: 1, Dated this c� '- day of January, 2009. ell, lief E M n utive Officer David Mercier, City Manager Date: //✓-47 Resolution No 06-0463 ACKNOWLEDGEMENT OF EARLY PAYOFF FOR THE SPOKANE VALLEY PRECINCT BUILDING This acknowledgement of early payoff for the Spokane Valley Precinct Building is entered into by and between the City of Spokane Valley(hereinafter Spokane Valley),and Spokane County, jointly referred to as "Parties". The Precinct Building is located at 12710 East Sprague, Spokane Valley, WA 99216, parcel number 45222.0227. The Parties entered into the "Agreement for Purchase of the Spokane Valley Precinct Building"(hereinafter"the Purchase Agreement")on June 6,2006. The Purchase Agreement set the financial terms of the sale. Section 3(C) identified a remaining balance of$1,260,910.00 owed by Spokane Valley,and that the Parties would enter into a Lease Agreement whereby Spokane County would use a portion of the Precinct Building for law enforcement related services,and this use would retire the remaining balance owed by Spokane Valley to Spokane County over time. On October 2, 2007, the Parties executed a Lease Agreement in which Spokane County's current and intended future usage were identified. The Parties operated under that Lease Agreement with Spokane County drawing down its balance owed until October,2007,at which time the Parties determined to proceed with an early payoff of the balance by Spokane Valley to Spokane County. The remaining balance at that time was calculated at$873,477.00. On October 15, 2007, Spokane Valley transmitted a check in that amount to Spokane County to complete the early payoff,thus fully satisfying all financial obligations of Spokane Valley pursuant to the Purchase Agreement. Executed this Jday of December, 2008. Spokane County Marshall Farrell, Chief Executive Officer Date: �Cityl of Spokane Valley David Mercie , City Manager Date: /cl a1,e 5148571 - • 01/09/2009 04:46:57 PM 44.00 Pa9E .CITY OF SPOKANE VALLEY Recording Fee $ GOVERNMENT, Miscellaneous • Spokane County Washington City of Spokane Valley I IIIIIII 1111111111111111 11111111 IIIIIII II1 IIIII II�IIIIII IIII Office of the City Attorney 11707 East Sprague Avenue,Suite 103 Spokane Valley,WA 99206 Document Title(s) Acknowledgement of Early Payoff For The Spokane Valley Precinct Building Reference Number(s)of Related Documents Resolution No. 06-0463 Grantor(s)(Last Name,First&Middle Initial) City of Spokane Valley Grantee(s)(Last Name,First&Middle Initial) Spokane County Legal Description(Abbreviated form is acceptable)i.e.Section/Township/Range/1/4 Section THE N428FTOF THE W1/2OF THE W1/2OFTR162 AND THE N428FTOF THE W1/2OF THE E1/20F THEW 1/2 OF SD TR 162 AND THEW 10 FT OF THEN 428 FT OF THE E 1/2 OF THEE 1/2 OF THEW 1/2 OF SD TR Assessor's Tax Parcel ID Number: 45222.0227 The County Auditor will rely on the information provided on this form. The Staff will not read the document to verify the accuracy or completeness of the indexing information provided herein. Sign Below only if your document is Non-Standard. I am requesting an emergency non-standard recording for an additional fee as provided in RCW 36.18.010. I understand that the recording processing requirements may cover up or otherwise obscure some parts of the text of the original document. Fee for non- standard processing is$50. Signature of Requesting Party • ACKNOWLEDGEMENT OF EARLY PAYOFF FOR THE SPOKANE VALLEY PRECINCT BUILDING RESOLUTION NO. 06-0463 Signature page attached. ACKNOWLEDGEMENT OF EARLY PAYOFF FOR THE SPOKANE VALLEY PRECINCT BUILDING This document will act an as acknowledgement, requested by the City of Spokane Valley, by Spokane County of early payoff by the City of Spokane Valley of the amount owing and due for its purchase of the Spokane Valley Precinct Building located at 12710 East Sprague, Spokane Valley, WA 99216, parcel number 45222.0227 (the " Precinct Building"). On October 15, 2007, the City of Spokane Valley transmitted a check to Spokane County in the amount of$873,477.00.This amount represented the amount owing and due by the City of Spokane Valley to Spokane County for the purchase of the Precinct Building based upon the provisions set forth in a document entitled "Agreement for Purchase of the Spokane Valley Precinct Building" dated on June 6, 2006. Dated this day of January, 2009. Spokane County Marshall F e11, C ief E cutive Officer Date: tD M Resolution No . 06-0463 Ci e Valley David Mercier, City Manager Date: //J.-4 7