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Home My WebLink AboutAgreements/Contracts - Central Services (002)GRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: Central Services REQUEST SUBMITTED BY: T Gaines CONTACT PERSON ATTENDING ROUNDTABLE: T Gaines CONFIDENTIAL INFORMATION: ❑YES ® NO DATE: 4/30/25 PHONE:3276 M-- I RE 7 iif�//%iii/ii�i///is✓�i�y ®Agreement / Contract i_i�/i ❑AP Vouchers ii��i i�i� ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑ Computer Related ❑ County Code ❑ Emergency Purchase ❑ Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel []Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies []Thank You's []Tax Title Property ❑WSLCB ll /� ;� 3 :��prp ki iamC�/ iy �$ "sj 'JE' g---sy �'iiyi/y//��, ,�9��`�.�i//�s��/f�." ///�" � ;�/�fs. Purchase and Sale Agreement with Northwest United Properties, LLC Series 2 for parcel no. 314885000 in the amount of $525,000.00 for the County Coroner's Facility and Morgue I If necessary, was this document reviewed by accounting? ❑ YES LEGAL REVIEW: If M14 nt reg4irps I gal. review rq" - -- -4oqume ... 9___ ,tq .. tq ... I-e-gal for review prior If necessary, was this document reviewed by legal? 0 YES ❑ NO DATE OF ACTION - APPROVE: DENIED ABSTAIN D1: D2:00 D3: ❑NO ON/A DEFERRED OR CONTINUED TO: WITHDRAWN: ❑ N/A DECEIVED APR 3 0 2025 4/23/24 GRANT COUNTY COMMISSIONERS .PURCHASE AND SALE: AGRE EMENT THIS PURCHASE, AND SALE AGI-EMENT ("A reenient" ted this day of 202,5, and is made by and between NORTIMEST UNITED J PROPERTIES, LLC SIRES 2, a. Delaware Iiiiiited liability conipany ("Seller ), and Gl-.UN#r CQUNTYWASI-11,NGTON, a Washington county -under Ch. 36,01 RCW ("Purchaser"). RE CITALS WIJERIKAS, Seller 'i's the owner of real property consisting of 1.35 acres., nore or less, located In Grant County, Washington, and more particularly described ire Exdilbit "A" attached hereto (here-inafter collectively referred to as the "Proper-ty7and WHERE AS, Seller desires to sell and Purchaser desires 'to purchase the Property, pursuant to the terins, covenants, and conditions herein set forth, NOW THEREFORE IN CONSIDERATION of the mutual covenants and agreements herelinafter set forth r o C e and othe go d and valuable consideration, the re' eipt and suffi,ciency of whi,ch are her by acluio w wedged, the adies agree as flows,- 1. PURCHASE AND SALE, Sub -P ect to the ternis, and conditions of this j Agreetnent, Seller hereby agrees to sell to Purchaser and Purchaser agrees to purchase froni Seller, the Property 'together with any and all iniprovements and utilities (including til-unicipal s itory se�vei.,,, electric, etc.) n w oi- hercafter located thereon (the, "Iniprovenionts"). ant. 1 0 1 2. RURCHA E PRICE, The purchase p I rice for the Property is Five Hundred Twenty-Five'rhousand and 00/100 Dollars (,$1'525,000.00) pcayable as followsf: 0a the closing date, Purchaser shall pay Wler the suni of $525,000 by cashiers check, 3. SELLER'S WAR.RANTY Except as otherwise expressly provided in this Agrectnent, Seller cove ricantsat.A.d warrants that, to the Seller's actual knowledge, the Property does not violate'al)plicabte environniental, bUltdil1g, Wliing or land use regulah"ons, that Seller is, t1licaw".11.0 or ally ("Ilviro-111110.11ta-1 contatil-111-ation frotii liazart-dous wastes, ha7tardous stibstatices or otherwise, or hazard or inaterial defiect M the Property and there are no underground storage tanks situ,(Ited in or upon. this Property. 4. CLOSING DATE/CLOSING AGENT. Subject to the adjustments hereinafter set forth, closing of the conveyance of the Property shall take place on or before May 30, 2025, or such earlier date as the parties may agree in writing (the "Closing Date") which date shall be the termination date of this Agreement in the offices of Chicago Title Insurance Company of Washington, 9001 West Tucamion Avenue Suite 220, Keimewick, Washington 99336 ("Closing Agent"). 5. CONVEYANCE OF THE PROPERTY, On the Closiiig Date, title of Seller to the Property shall be marketable and conveyed by Statutory Warranty Deed free of all encumbrances or defects, except those herein described and standard exceptions contained in policies of title insurance issued by Chicago Title Instance Company of Washington with respect to real property similarly situated as the Property and those acceptable to or waived by Purchaser. Any encumbrances to be discharged by Seller shall be paid out of purchase money by Closing Agent as part of closing. 6. SURVIVAL OF REPRFSENTATIONS. Unless the context of this Agreement and the Contract clearly indicate to the contrary,, all representations, covenants and warranties contained in this Agreenient shall survive the Closing Date. 7. WAIVER OF SELLER DISCLOSURE STATEMENT. Purchaser hereby expressly waives receipt of the Seller Disclosure Statement as provided in RCW 64.06.010, However, if the answer, to any of the questions in the section of the Seller Disclosure Statement entitled "Environniental" would be "yes", the Purchaser may not waive, the receipt of the "Environmental" section of the Seller Disclosure Statement and Seller shall complete and deliver to Purchaser the "Etivimunentat" section of the Seller Disclosure Statement within five (5) business days after the (late of the last counterpart signature to this Agreement, 8. TAXES AND ASSESSMEN.0TS. Real property taxes and assessments f r the year of Closing, water and other utility charges or assessments which, if unpaid, may constitute lions against the Property shall be prorated as of the CrIosing Date and funds to pa.y therefor deposited with Closing Agent on the Closing Date for proper application and payment untess the parties agree otherwise. 9. I'LE INSMANCE. Seller shall order, concurrently with the execution of this Agi�ecnient, a preliminary conunilment for title insurance issued by Closing Agent, Iftitle is not 2 insurable as herein provided and cannot be made so 1`11surable as paft of closing, all rights of Purchaser hereunder shall be terminated. As soon as Practical after the Closing Date, Seller shall cause Closing Agent to deliver to Purchaser an ALTA standard forin Owner's Policy of Title III the arnount of the purchase price containing no encumbrances or defects against the Property other than those which are standard exceptions in policies *Issued by Closing Agent with respect to real property similarly situated as the Property, those perm tied by Purchaser or those listed as encumbrances or defects elsewhere herein this Agreement. Seller shall pay all premiums charged for the policy of title iiistirance, including any cancellation fee. 10, ASSIGNMENT TO RELATED ENTITY. The parties shall not assign, convey, or transfer this Agreement, or any interest herein, except that Purchaser may assign this Agreement, in its entirety to an affiliate entity or an entity that is tinder Purchaser's control. 11. CLOSING COSI On demand of Closing Agent, and not later than the Closing Date, Purchaser and Seller shall deposit with Closing Agent all monies. (by cashier's check or wire transfer), instminents, and documents necessary to close the conveyance of the Property and shall execute all instruments and documents reasonably necessary to effect the conveyance of the Property on the ternis and conditions set forth in this Agreement, The costs of closing, exclusive of the purchase price, real and personal property taxes, purchased reserves, and proratable itenis to be deposited by cashier's check with Closing Agent shall be borne by the parties as follows: SELLER PURCHASER SPLIT Attorneys' Fees Own Own Title Insurance Premium .............. Excise Tax Closing Fees Recording Fees Notwithstanding the foregoing, Seller sliall not be reqUired to deposit any Rinds with Closing Agent if there are sufflicient purchase money funds deposited by Purchaser with Closing Agent to 3 satisfy all of Seller's monetary obligations as required in this Agreement, including payment of closing costs. 12. CLOSING ACTIVITIES. As soon as practical following the Closing Date, Closing Agent shall properly record andJor file necessary instruments and documents and proceeds of conveyance shall be distributed to Setter and/or applied against obligations of Seller and Purchaser as provided in this Agreement and in any Closing Statements executed by Seller and Purchaser as part of closing. 13. FAILURE TO CLOSE. If Closing Agent is unable to close the conveyance of the Property by 5:00 p.m. on the Closing Date in compliance with the provisions of this Agreement because of the fault of one or the other of the parties, the party who is not at faidt with respect to Closing Agent's inability to close shall have the right, upon giving written notice to Closing Agent, to terminate this Agreement. Upon receipt of such notice, Closing Agent is authorized and directed to return any instruments, docurnents and sums deposited by the parties with Closing Agent to the respective pailles, less their respective shares of any fees and costs incurred by Closing Agent, In the event the party not at fault does not give such notice and Closing Agent is still unable to close the conveyance on or before a date which is thirty (30) days following the Closing Date, then, unless Closing Agent has received a written extension agreement signed by Seller and Purchaser, Closing Agent shall return to the respective parties any instruments, documents and sums deposited by them less their respective shares of Closing Agent's fees and costs as provided herein. 14. CLOSING INSTRUCTIONS/DISPUTES. All sums deposited with Closing Agent shall be deposited into and disbursed by check from Closing Agent's tnist account. All doctinients, instruments -and checks to be delivered to the respective parties are to be mailed to the respective parties at the addresses set forth on the signatUre page of this Agreement, unless e itlier or both parties give written instructions to Closing Agent to the contrary or take personal delivery. Should Closing Agent, before closing the conveyance of the Property, receive or become aNvtare of any conflicting dem.ands of the pat -ties with respect to the CIOSillg illStr'LIC6011S contained in this Agreement or the rights, of any of the parties hereto, or for any money or properly deposited herein or affected hereby, Closing Agent shall have the right to discontinue any and all ffirther acts on its part to. be performed until such conflict is resolved to the nititual 4 satisfaction of Closing Agent and the parties hereto; and if not resolved, Closing Agent shall have the further right to commence or defend any action or proceeding for the resolution of such conflict, Closing Agent shall. have the right to file a suit in interpleader and in the event Closing Agent does so, it shall be fulty released and discharged froin all other and further obligations i.inposed upon it by this Agreement, and the parties as determined by the court shall pay or reimburse the Closing Agent for all., fees. (including fees of attorneys, accountants and others) and costs incurred in any such action or proceeding. No notice, demand or change of instruction to Closing Agent other than as contained herein shall be of any effect or binding on Closing -Agent untess given in writing, signed by Seller and Purchaser and accepted in writiniz by Closing Agent. The obligations of Closing, Agent hereunder are confined to the perfornuance of those instructions specifically given, to Closing Agent in this Mreenient and those given in subscqiwnt 4-. documents, if any, Signed by Seller and Purchaser and accepted in writing by Closing Agent! 15. LOSS OR DESTRUCTION OF THE PROPERTY. If prior to the Closing Date, all or any portion of the iniproveinents, \vliich are part of the Property are (lestroyed, or materially dainaged by fire or other casualty, Purcliaser may elect to terminate this Agreement by notice. U, on the other hand, following any SLIch carnage or destruction, Purchaser elects not to ternunate this Agreement, all hisul"ance, proceeds shall be applied to replace or repair the damage or destroyed iinprovenients as directed by Purchaser with the balance of any such insurance proceeds, if any, to be retained by Seller. 169 Arl"TORNEYS' FEES AND COSTS. If either party tiere-to obtains an attorney to bring suit or proceeding (irielUdin arbitration) to etiforce or seek a decl-aration of .nights under or arising fro-ni this Agreenient, or wliploys an "attome y in or out of' court in any banl<,ruptey or reorganization pr. oceedingis to enforce, establish or protect such party's -rights heretincter, or to procure an adJudication or deter niination of the riglits of the picarties hereto, the party who Prevails ill suell Suit or proceeditig (including arbitratioti and batikruptcy) shall be entitled to all or its reasonable atiorticys' fces, together with the reasonable costs of title and property searches, ces, repo Photocopies, telephone tolls, )Praiscl all 's - fees, expert tbes, accounting f"ees) ex-P arte inilecage, travel, boarditig, and caq clldvauced costs and fees r,,And call other necess-c-Ity '1111d reasonable c-osts so incurred wlit'ch sums sli(all be included in any settleni.ent, fagreenient, order, 0 The v refroni or erff'o.rccnictit fliereof, enue award or decree� including any appeals the jUdgnient, , 9 of any action brought under this Agreement shall be at the option of either party in the county where all or any portion of the Propeily is located, 17. NOTICES. Any and all coimnunications, notices or demands required or permitted to be given in this Agreement must be given in writing and mailed by certified first- class U. S. mail, return receipt requested, with postage fully prepaid and addressed to the address of Purchaser or Seller, as the case may be, set forth on the signature page of this Agreement; or alternatively, by delivering the same to Closing Agent, Notices or detuands given in compliance with the provisions of this paragraph shall be deemed effective on the second business day following deposit in the U.S. Mail or delivery to Closing Agent. If either or both Purchaser and Seller are comprised of more than one (1) person or entity the signature of one (1) individual (in a representative capacity in the case of an entity) is and shall be sufficient to bind the party giving notice. 18. TIME. [..Unless other -wise expressly provided herein, any period of time specified in this Agreement shall expire at 5:00 p.m. on the last calendar day of the specified period of time, provided that, any specified period of five (5) days or less shall include business days only. 19, INTEGRATED AGREEMENT. There are no other prior or contemporancoos verbal or other agreements which modify, amend, or affect this Agreement. This Agreement constitutes the frill understanding and agreement between Seller and Purchaser respecting the conveyance of the Property. All subsequent modifications or waivers of any covenants, agreements and conditions of this Agreement and any amendments. hereof shall only be effective if in writing and signed by the parties. 20. CONSTRUCTION, This Agreement shall be consti-Lied as a whole and in accordance with its fair meaning, Captions and the organization of paragraphs are for COD veil tence only and shall not be used in construing mcaning or filterprotatioll, 21. NO WAIVER. The waiver by either party of the performance of any covenant, condition or promise, including the time for performance thereof on the part of the other party, shall not invalidate this Agreement, nor shall it be considered to waive the bill and timely perforinance of any other covenant, condition or promise contained herein. The exorcise of any remedy provided by kaw or by this Agreement shall not. exclude any other remedy, unless it is expressly excluded herein. 0 22. TIME OF ESSENCE. Time is of the essence of each and every covenant, condition aiid promise of this Agreement, 23. EXHIBITS. All documents and instruments exhibited to this Agreement are by the references thereto throughout this Agreement incorporated into and made a part of this Agreement as though filly set forth herein. 24. EXECUTION IN COUNTER-PARTS. This Agreement shalt not be binding upon any paity until signed and delivered by both Seller. and Purchaser provided, however, it inay be executed in one or inore counterparts and delivered by facsimile or email. Any slick counterpart upon execution and delivery shall be deemed a complete original binding the parties subscribed thereto upon execution by both Seller and Purchaser to this Agreement. Such counterparts, once executed, shall together, constitute the final Agreement. Photocopies and/or facsimile and/or email transmissions of original signatures shall be considered in all respects equivalent to original signatures. [Signatures on Follonying Pages] 7 On -C 2025 at a.m. .m. Grant County,Washington, a Washington counto under Ch. 36.01 RCW, hereby approves and accepts the sale and purchase embodied by the foregoing Agreement and agree to carry out all of the terms, covenants and conditions thereof on the part of Purchaser. Northwest United Properties, LLC Series 2 fullher acknowledges receipt of a true copy of this Agreement signed by bath parties. GRANT COU NrFY, '' A H INGTON, a VNIashington county under Cit. 36.01 RCW itz 0 0 o 6)ccou Kevin Burgess, Member Address: Post office Box 37 Ephrata, Washington 9 823 `telephone: (509) 754-2011 PURCHASER Oil 2025, at A Jpm., Northwest United Properties, LLC Series 2, hereby approves and accepts the sale an, purchase embodied by the foregoing Agreement and agree to carry out all of the terms, covenants atid conditions thereof on the part of Seller. Grant County, Washington, ffirther acluiowledges receipt of a true copy of this Agreemem sigaed by both parties. NORTHWEST UNITED PROPERTIES, LLC SERIESI.: C, By: Ernest A a r d Address: 28727 Pacific Highway South Federal Way, Washington 98003 Telephone: S E L L E R EXHIBIT"A" LEGAL DESCRIPTION Lot 1, Block 1, Reinhard Short Plat, according to the Short Plat thereof recorded in Volume 37 of Short Plats, pages 57-59, records of Grant County, Washington, SUBJECT TO the East Columbia Bashi Irrigation District and to the laws of the United States and the State of Washington relative to the Columbia Basin Project and is liable for ffirther assessments, if any, levied by said district. SUBJECT TO rights of ways for roads, drains and canals as shown on the Farm Unit Plat of Irrigation Block 4 1; SUBJECT TO the easement granted to Public Utility District No. 2 of Grant County for electric distribution lines and rights incidental theret6, as granted in Grant County Assessor's File No, 175433 recorded August 28, 195 1; SUBJECT TO the easement granted to Public Utility District No. 2 of Grant County for electric distribution lines and rights 'Incidental thereto, as granted in Grant County Assessor's File No, 187794 recorded June 24, 1952; SUBJECT TO the covenants, conditions, restrictions, recitals, reservations, easements, easement provisions, encroachments, dedications, building setback lines, notes, statements, and other 4 a-estrictiolls matters � if lye but omitta ing ny covenanis or I � if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set foilh on Sturnis First Short Plat under Grant County Assessor's File No. 940425005; SUBJECT TO the covenants, conditions, restrictions, recitals, reservations., easements, easement provisions, eticroactiments, dedications, building setback fines, notes, statements, and other matters, if any, bUt 0111ittilIg 'Illy COVCM.11its or restrictions, if any, including but not limited to those based upon race, color, religion, sex, Sexual orientation, familial status, marital status, disability, Handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law,, as set forth oil Izeinhard Short. Plat under Grant County Assessor's File No. 1490518; APN: 314885000 10