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PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of October 19, 2021 (the "Effective Date"), is entered into between Grant County, a political subdivision of the State of Washington ("Seller"), and City of Quincy, a Washington municipal corporation ("Purchaser"). p � RECITALS WHEREAS, Seller is the owner of the Property (as hereinafter defined); and WHEREAS, Seller is interested in surplusing the Property and the Purchaser is interested in purchasing the property for fair market value; and WHEREAS, subject to the terms and conditions hereof, Seller desires to sell to Purchaser the Property and Purchaser desires to purchase the Property from Seller; and NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of p Y which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I CONVEYANCE OF THE PROPERTY Section 1.01 Subject of Conveyance. Seller agrees to sell and convey to Purchaser and Purchaser agrees to purchase from Seller, upon the terms and conditions hereinafter set forth' all right, title, and interest of Seller in and to the following (collectivelyreferred to herein as the "Property"): (a) all that certain lot, piece, or parcel of land referred to as Sandlot Parcels Parcel Nos. 040017000, 0400180005 040019000, and 040020000, County of Grant, and State of Washington, as more particularly bounded and described in Exhibit A attached hereto (b) all improvements that may be located on the Property and all of Seller's right, title, and interest in and to any and all fixtures attached thereto (collectively, the "Improvements"); (c) all equipment, machinery, apparatus, appliances, and other articles of personal property located on and used in connection with the operation of the Improvements (collectively, the "Personal Property"); (d) all rights appurtenant to the Property, if any, including without limitation any strips and gores abutting the Property, and any land lying in the bed of any street, road or avenue in front of, or adjoining the Property, to the center line thereof; (e) all other rights, privileges, easements, licenses, appurtenances, and hereditaments relating to the Property; (f) any permit, entitlement, governmental approval, certificate of occupancy, p Y, license, or other form of authorization or approval issued by a government agency or authority and legally required for the construction, ownership, operation, and use of the Property to the extent transferable"Assumed Y with the sale of the Property (collectively, the Assumed Permits and Licenses"); (g) any written warranty, guaranty, or other obligation from any contractor, manufacturer, or vendor to any improvements, furnishings, fixture, orequipment located at the . Property, to the extent assignable in connection with the sale of the Property , p Y Warranties and Guaranties"); and (h) all water rights, including but not limited to certificates,p ermits claims and declarations, shares in irrigation districts, and rights to water of any kind or nature associated with or appurtenant to the Property. ARTICLE II PURCHASE PRICE Section 2.01 Purchase Price and Deposit. The purchasee rice to baid b p p Y Purchaser to Seller for the Property is Eighty -Four Thousand and 00/100 Dollars ($84,000) "Purchase Price"). The Purchase Price shall be payable as follows: Simultaneously with the execution and delivery of this Agreement by Purchaser, the sum of $84,000. Dollars ($.00) (the "Deposit") by Purchaser's certified check or official bank check subject to " collection, made payable to StewartTitle & Escrow, ("Escrow A entg ), orby wire transfer of immediately available federal funds to an account at such bank as desi designated by Escrow Agent. g ARTICLE III DUE DILIGENCE INVESTIGATION Section 3.01 Due Diligence Materials. Within fifteen 15 days after the Effective Date (the "Due Diligence Delivery Date"), Seller shall, if not already made available to Purchaser, deliver, cause to be delivered, or make available, copies of the followingdocuments and materials pertaining to the Property to the extent within Seller's possession or control: title commitment/policy, site plans and specifications, architectural plans, inspections, environmental/hazardous material reports, soils reports, governmental permits/a rovals zoning g information, tax information and utility letters, the Leases and all amendments rent roll copy of service contracts, certificate(s) of occupancy, warranties and guaranties, commission agreements, and copies of all correspondence related to the Leases, other similar materials relating to the physical and environmental condition of the Property, and any other documents relatingto the Property reasonably �� • • t p y bly requested by Purchaser (collectively, the Due Diligence Materials"). The Due Diligence Delivery Date shall be extended by one day for each day the Seller delays in making the Due Diligence Materials available to Purchaser. 2 Section 3.02 Due Diligence Period. Purchaser shall have a 90 -da period, Y commencing on the Effective Date through Closing (the "Due Diligence Period"), to conduct or cause to be conducted any and all tests, studies, surveys, inspections, reviews, assessments or evaluations of the Property, including without limitation engineering, topographic, access soils > zoning, wetlands, and environmental inspections (including Phase I and/or Phase II environmental site assessments to be performed by an environmental consultant selected by Purchaser) (the "Inspections"), as Purchaser deems necessary, desirable, or appropriate ro riate in its sole and absolute discretion, and analysis of the Due Diligence Materials. Purchaser shall have the unconditional right, for any of the aforesaid reasons, to terminate this Agreement upon written notice to Seller delivered at any time prior to the last day of the Due Diligence Period. Purchaser shall obtain the approval of the City Council to proceed to Closing prior to the last day of the Due Diligence Period. If Purchaser does not timely notify Seller of its election to terminate this Agreement prior to the last day of the Due Diligence Period, Purchaser shall be deemed to have elected to proceed to Closing, subject to the terms and conditions of this Agreement. If Purchaser elects to terminate this Agreement as provided in this Section 3.02, Escrow Agent shall return the Deposit to Purchaser, upon such refund being made this Agreement shall terminate and the parties shall have no further liability hereunder (except with respect to those obligations hereunder which expressly survive the termination of this Agreement). Notwithstandinganything Yt g to the contrary contained in this Agreement, amendments to this Agreement to extend the Due Diligence Period may be agreed upon in writing or email by each party or eachp art 's respective p Y representative and notices to terminate this Agreement prior to the expiration of the Due Diligence Period may be given, by Purchaser as provided in this Agreement orb Purchaser or Purchaser'sY attorney by fax or by email to Seller and/or Seller's attorney. Section 3.03 Purchaser's Access. At any time prior to the Closing during the Due Diligence Period), and at all times, subject to Section 3.04, Purchaser and its agents, employees, consultants, inspectors, appraisers, engineers, and contractors (collectively, "Purchaser's Representatives") shall have the right to enter upon and pass through the Pro ert g p Y during normal business hours to examine and inspect the same, as well as conduct reasonable tests, studies, investigations, and surveys to assess utility availability,soil conditions environmental conditions, physical condition, and the like of the Property. Section 3.04 Purchaser's Right to Inspect. (a) In conducting the Inspections or otherwise accessing the Property, Purchaser shall at all times comply with all laws and regulations of all applicable governmental authorities. In connection with such Inspections, neither Purchaser nor any of Purchaser's Representatives shall: (i) unreasonably interfere with or permit unreasonable interference with any person occupying or providing service at the Property; or (ii) unreasonably interfere with the business of Seller (or any of its tenants) conducted at the Property or unreasonably disturb the use or occupancy of any occupant of the Property. (b) Purchaser shall schedule and coordinate all Inspections or other access thereto with Seller and shall give Seller at least three (3) Business Days prior notice thereof. Seller shall be entitled to have a representative present at all times during each such inspection or other access. Seller shall allow the Purchaser's Representatives unlimited access to the Property V and to other information pertaining thereto in the possession or within the control of the Seller for the purpose of the Inspections. Section 3.05 Seller Indemnification. Purchaser agrees to indemnify and hold . g fy d Seller harmless from and against any and all losses, costs, damages, liens claims liabilities, . g � es, or expenses (including, but not limited to, Seller's reasonable attorneys' fees, court costs and disbursements but excluding consequential and indirect damages) g ) incurr ed by Seller arising from or by reason of Purchaser's and/or Purchaser's Representatives' access to or Inspections o p f, the Property, except to the extent such losses, costs, damages, liens, claims liabilities or expenses p es are caused by or resulting from: (a) any acts or omissions of Seller;(b)Seller's negligence;. and/or (c) any pre-existing, dangerous, illegal, or defective condition at the Property. The provisions of this Section 3.05 shall survive Closing or earlier termination of this Agreement. Section 4.01 Closing Date. The closing of the transaction contemplated b p y this Agreement (the "Closing") shall take place on or before December 31, 2021Closin D the "" ( g Date") through an escrow closing with Stewart Title Company of Ephrata, WA the Escrow Agent. p g t. Section 4.02 Seller's Closing Deliverables. At Closing, Seller shall deliver . g� or cause to be delivered to Purchaser, the following executed, certified, and acknowledged by Seller, as appropriate: (a) One (1) original Statutory Warranty Deed (the "Deed") in substantially the form attached hereto as Exhibit B , duly executed with the appropriate acknowled acknowledgment g form and otherwise in proper form for recording so as to convey title to the Property to Purchase required by this Agreement. p y r as (b) A certification that Seller is not a "foreign person" as such term is defined in Section 1445 of the Internal Revenue Code, as amended and the regulations thereunder (collectively, the "Code"), which certification shall be signed underenalt of p Y perjury. (c) Originals, or copies certified by Seller as being complete, of all applicable p pp bills, invoices, fuel readings, and other items that shall be apportioned as of the Closing D p g ate. (d) An original seller's affidavit in a form reasonably acceptable to the Title Insurance Company. (e) All keys, key cards, and access codes to any portion of the Property. (fl All other documents reasonably necessary or otherwise required by the Escrow Agent and Title Insurance Company to consummate the transaction contemplated by this Agreement. Section 4.03 Purchaser's Closing Deliverables. On the Closing Date Purchaser shall deliver or cause to be delivered to Seller, the following,executed certified, led, and acknowledged by Purchaser, as appropriate: adjusted. (b), y(a) The balance of the Purchase Price as set forth in Section 2.01as may be (b) Purchaser shall, where applicable, join with Seller in the execution and delivery of the closing documents and instruments required under Section 4.02 of this s Agreement. (c) All other documents reasonably necessary or otherwise required by the Escrow Agent or the Title Company to consummate the transactions contemplated by this Agreement. Section 4.04 Closing Costs. (a) Seller and Purchaser shall each pay the fees and expenses of its own counsel in connection with the preparation and negotiation of this Agreement. The deed and d other agreements and instruments related to the transaction contemplated b this p Y Agreement and such legal costs shall not be part of the closing costs; provided, however, that if an legal � Y g action is instituted under this Agreement, the prevailing party in such action shall be entitled to recover from the other party costs related to such legal action, including reasonable attorneys' . g ys fees and costs in all trial, appellate, post judgment, and bankruptcy proceedings. (b) Seller shall pay: (i) Any transfer taxes and sales taxes payable in connection with the transaction contemplated by this Agreement (ii) all recording fees for the release of any liens on the Property, as required pursuant to the terms of this Agreement; and (c) Purchaser shall pay: (i) the costs charged by Purchaser's Title Insurance Company, p Y' including, without limitation, costs related to the Title Commitment an premiums, title ' any e endorsements, and affirmative insurance, (ii) Escrow Agent's fees; and diligence (ill) any other fees or costs related to Purchaser's due ' reviews• (iv) all costs related to the recording fees payable in connection with the recording of the deed and Purchaser's lender's security instruments, if any. 5 Section 4.05 Apportionments. The following shall be apportioned as of 11:59 p.m. of the date immediately preceding the Closing Date, unless expressly provided for otherwise: p Y (a) All real estate taxes based on the fiscal year for which they are assessed and any assessments, provided, however, that if any such charges are payable by any Tenant under the Leases, such charges shall not be apportioned. If the Closingshall occur before anew tax rate is fixed, the apportionment of real estate taxes shall be upon the basis of the tax rate for the preceding fiscal period applied to the latest assessed valuation. If the Property shall be . p y , or has been, affected by any assessments or special assessments payable in a lump sum or which . p Y p hare, or may become, payable in installments, of which the first installment is then a charge or lien, , or has already been paid, then at the Closing such amounts shall beaid in full b Seller. p y (b) Utilities, fuel, gas, and electric charges based on most recently s issued bills, unless the meters are read on the date immediately preceding e thClosingDate. (c) All other items customarily apportioned in connection with sales of property substantially similar to the Property in the State of Washington. ARTICLE V TITLE MATTERS AND REVIEW Section 5.01 Acceptable Title. Seller shall convey, and Purchaser shall accept, pt' such title to the Property that any title insurance company authorized and licensed to do business �� in Washington State (the "Title Insurance Company) would be willingto insure at regular r sub • ec g rates, subject to the matters set forth in this Agreement. Seller shall convey, and Purchaser shall accept, p9 fee simple title to the Property in accordance with the terms and conditions of this Agreement, gr ent, and subject only to: (a) the Permitted Exceptions; and (b) such other matters as any Title Insurance Company shall be willing to omit as exceptions to coverage or to except with insurance against collection out of or enforcement against the Property. Section 5.02 Permitted Exceptions. The Property shall be sold, assigned, and conveyed by Seller to Purchaser, and Purchaser shall accept and assume same subject onlyto the following matters (collectively, the "Permitted Exceptions"): (a) Any and all present and future zoning, building, environmental and other laws, statutes, ordinances, codes, rules, regulations, requirements, or executive mandates of all governmental authorities having jurisdiction with respect to the Property,gincluding, without limitation, landmark designations and all zoning variances ands special exceptions, if an p p � Y, provided, however, that the same are not violated by the Improvements orrohibit or materially y impair the continued use of the Property as it is being used on the date of this Agreement. no (b) Possible encroachments and/or projections of fences, coping walls p g (including retaining walls and yard walls) and the like, if any, on, under, or above any street or highway, the Property, or any adjoining property, provided, however, that the same do not materially impact the value of the Property or impair the continued use of the Property as it is p Y being used on the date of this Agreement. (c) All covenants, restrictions and rights of record, and all easements and agreements of record for the erection and/or maintenance of water, gas, steam electric telephone, sewer or other utility pipelines, poles, wires, conduits, or other like facilities and appurtenances thereto, over, across, and under the Property, provided, however, that the same are not violated by the Improvements and do not impose any monetary obligation ation on the owner of the Property. Section 5.03 Title. (a) within five (5) days following the Effective Date, Seller shall cause the Title Company to deliver to Purchaser: (i) a commitment for title insurance from the Title Insurance Company, together with true, legible (to the extent co complete , and available) p copies ies of any tax search, departmental or municipal searches, and all instrumentsiving ran rise to defects y or exceptions to title to the Property (collectively, the "Title Commitment"), which Title Commitment shall be delivered to counsel for both Purchaser and Seller concurrently; (b) Purchaser or Purchaser's attorney shall deliver to Seller, and Seller's attorney, in writing (the "Title Objection Notice"), any objections to the exceptions to title set forth in the Title p Commitment or Purchasers Survey, other than the Pen-nitted Exceptions(each a • p "Title Objection," and collectively, hereinafter the "Title Objections"), within ten(10)da s aft. ) y after Purchasers receipt of the Title Commitment and Survey (or an subsequent update thereof). . Y q p f) If, after giving the Title Objection Notice to Seller and Seller's attorney, Purchaser receives an amen Y Y . amendment or update to the Title Commitment or to the Survey showing an title defects which . g y ch Purchaser claims are not Permitted Exceptions, Purchaser shallg ive written notice thereof to Seller promptly after the date Purchaser receives such evidence(unless an additional matter shown on such subsequent update first arises on the Closing Date, in which event notice of same may be given on the Closing Date and the Closing Date shall be extended da for da without y y u need for additional action by either party). Except for those items which Seller is obligated to cure pursuant to the terms of this Agreement, any such matter not the subject of a time) Title � y Objection Notice shall be deemed a Permitted Exception. Notwithstanding anything an thin to the contrary contained herein, Purchaser shall have no need to object to any Mandatory Title Removal Item, which Mandatory Title Removal Items shall be automatically deemed Title Objections. Section 5.04 Seller's Inability to Convey. (a) Seller shall use commercially reasonable efforts to eliminate all Title Objections by the Closing Date. If Seller is unable to eliminate any � Y Title Objection b the Closing Date, Seller shall provide written notice of same to Purchaser and then unless the sal ne is waived by Purchaser in writing, in its sole and absolute discretion, Purchaser may either: i terminate this Agreement by written notice to Seller and Escrow Agent delivered on or before 9 the Closing Date, in which event Purchaser shall be entitled to a return of the Deposit, and this p Agreement shall thereupon be deemed terminated and of no further effect, and neitherart p Y hereto shall have any obligations to the other hereunder or by reason hereof, 'except for the provisions hereof that expressly survive termination of this Agreement; or (ii) complete the purchase (with no reduction in the Purchase Price) with such title as Seller is able to convey on the Closing Date. ARTICLE VI REPRESENTATIONS AND WARRANTIES Section 6.01 Seller's Representations and. Warranties. Seller represents and warrants to Purchaser on and as of the date of this Agreement and on and as of the Closing Date as follows: (a) The execution, delivery, and performance of this Agreement by Seller and all agreements, instruments, and documents herein provided to be executed b Seller on the ClosingY Date: (i) do not violate the trust agreement of Seller, or any contract, agreement commitment, lease, order, judgment, or decree to which Seller is a party. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Seller have the legal power, right, and actual authority to bind Seller to the terms and conditions hereof and thereof. This Agreement is valid and binding upon Seller, subject to bankruptcy, reorganization, p Y� and other similar laws affecting the enforcement of creditors' rights generally. Y (b) Neither the execution, delivery, or performance of this Agreement nor the consummation of the transactions contemplated hereby is prohibited by, or requires Seller to obtain any consent, authorization, approval, or registration under any law, statute rule, 9 regulation, judgment, order, writ, injunction, or decree which is binding upon Seller which has not been previously obtained. (c) Seller is not a "foreign person" within the meaning of Section 1445 of the Code. (d) There is no litigation, arbitration, or other legal or administrative suit action, proceeding, or investigation pending or threatened against or involving Seller or the ownership or operation of the Property, including, but not limited to, any condemnation action relating to the Property. (e) Seller has not entered into any service, maintenance, supply, leasing, brokerage, and listing and/or other contracts relating to the Property (along with all amendments and modifications thereof, the "Service Contracts") which will be binding upon the Purchaser after the Closing, other than the Leases and the Assumed Contracts. Each of the Service Contracts can and, at Purchaser's option, will be terminated by Seller on or before the Closing Date. The Seller has performed all of its obligations under each of the Service Contracts and no fact or circumstance has occurred which, by itself or with the passage of time or theivin of g g notice or both, would constitute a default by any party under any of the Service Contracts. Seller has delivered to Purchaser true, correct, and complete copies of all Service Contracts. n (f) Seller has not received notice of any material violation of any law or municipal ordinance, order, or requirement noted or issued against the Property b p Y Y any governmental authority having jurisdiction over the Property, that has not been cured corrected or waived as of the Effective Date. (g) Seller has or will deliver or make available to Purchaser complete copies of all the Due Dili p p Bence Materials to the extent in Seller's possession or under Seller's control with regard to the Property, and there are no other documents or information included within the definition of Due Diligence Materials that have not been provided to the Purchaser. To Seller's knowledge, none of such Due Diligence Materials contains any untrue statement of a material fact or omits to state a fact necessary to make the statement of fact contained therein not misleading in any material respect. (h) Seller has not placed any, and to Seller's knowledge, there are no Hazardous Materials installed, stored in, or otherwise existing at, on, in, or under the Property in violation of any Environmental Enviro ►► ++ +, Laws. Hazardous Materials means Hazardous Material, "Hazardous Substance," "Pollutant or Contaminant," and "Petroleum" and "Natural Gas Liquids," as those terms are defined or used in CERCLA, and any other substances regulated because of their effect or potential effect on public health and the environment including PCBs lead paint, asbestos, urea formaldehyde, radioactive materials, putrescible materials, and infectious materials. "Environmental Laws" means, without limitation, the Resource Conservation and Recovery Act and the Comprehensive Environmental Response Compensation and p p Liability Act and other federal, state, county, municipal, and other local lawsovernin or g g relating to Hazardous Materials or the environment together with their implementing regulations, p g ordinances, and guidelines. (i) Seller has not: (i) filed any voluntary or had involuntarily filed against it in any court or with any governmental body pursuant to any statute either of the United States or of any State, a petition in bankruptcy or insolvency or seeking to effect any plan or other arrangement with creditors, or seeking the appointment of a receiver; (ii) had a receiver, conservator, or liquidating agent or similar person appointed for all or a substantialp ortion of its assets; (iii) suffered the attachment or other judicial seizure of all, or substantially all of its assets; (iv) given notice to any person or governmental body of insolvency; or v made an assignment for the benefit of its creditors or taken any other similar action for thep rotection or benefit of its creditors. Seller is not insolvent and will not be rendered insolvent by the performance of its obligations under this Agreement. (j) The improvements on the Property are not within an area determined to be flood -prone under the Federal Flood Protection Act of 1973. (k) The current lease is for the entire site, is not in writing, is a month-to- month arrangement, and terminable at the end of any month. This representation and warranty . p shall survive the Closing and will not be affected by any investigation, verification or approval by any party or anyone on behalf of any party to this Agreement. (1) All personal property is on site by or through the tenant (by sublease or storage agreement), that said agreements are month-to-month, and that no third party(other than A by or through the tenant) has any personal property stored on the property. This representation p and warranty shall survive the Closing and will not be affected by any investigation, verification or approval by any party or anyone on behalf of any party to this Agreement. Section 6.02 Purchaser's Representations and Warranties. Purchaser represents and warrants that: (a) Purchaser is a municipality duly organized, validly existing, and in good standing under the laws of the State of Washington, is qualified to conduct business in the State of Washington, and has the requisite power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. Y (b) The execution, delivery, and performance of this Agreement by Purchaser and all agreements, instruments, and documents herein provided to be executed by Purchaser on the Closing Date hereby provided to be execute by the Purchaser on the closing date and has been duly authorized by the City Council of Purchaser and the appropriate and necessary action has been taken. The individual(s) executing this Agreement and the instruments referenced herein on behalf of Purchaser have the legal power, right, and actual authority to bind Purchaser to the terms and conditions hereof and thereof. This Agreement is valid and binding upon on Purchaser, subject to bankruptcy, reorganization, and other similar laws affecting the enforcement of creditors' rights generally. (c) Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereby is prohibited by, or requires Purchaser to obtain any consent, authorization, approval, or registration under any law, statute, rule, regulation, judgment, order, writ, injunction, or decree which is binding upon Purchaser which has not been previously obtained. (d) To the best of its knowledge, there are no judgments, orders, or decrees of any kind against Purchaser unpaid or unsatisfied of record, nor any actions, suits, or other legal or administrative proceedings pending or, to the best of Purchaser's actual knowledge, threatened against Purchaser, which would have any material adverse effect on the business or assets or the condition, financial or otherwise, of Purchaser or the ability of Purchaser to consummate the transactions contemplated by this Agreement. (e) The representations and warranties set forth in this Section shall be continuing and shall be true and correct in all material respects as of the Closing Date with the same force and effect as if made at that time. The representations and warranties set forth in this Section 6.02 shall survive the Closing and will not be affected by any investigation, verification or approval by any party or anyone on behalf of any party to this Agreement. 10 ARTICLE VII RISK OF LOSS Section 7.01 Major Taking or Casualty. If prior to the ClosingDate any portion of the Property shall be: (a) taken by any condemnation or eminent domain which permanently and materially impairs the current use of the Property; or (b) or damaged destroyed g Y by fire or other casualty, then Purchaser may terminate this Agreement by giving Seller and g Escrow Agent written notice thereof ("Purchaser's Termination Notice") within ten 10 days from the date Purchaser receives written notice of any such taking, fire, or other . casualtY Upon on receipt of Purchaser's Termination Notice, the Escrow Agent shall refund to Purchaser the Deposit and upon such refund being made, this Agreement shall terminate and neitherart shall p Y have any further rights and/or obligations with respect to each other or this Agreement, except for any obligations that expressly -survive termination of this Agreement. ARTICLE VIII NOTICES Section 8.01 Delivery of Notices. Unless specifically stated otherwise in this Agreement, all notices, demands, consents, approvals, waivers, or other communications(for purposes of this Section 8.01 collectively referred to as "Notices") shall be in writing and delivered to Purchaser, Seller, or Escrow Agent, at the addresses set forth in Section 9.02 by one of the following methods: (a) personal delivery, whereby delivery is deemed to have occurred at the time of delivery; (b) overnight delivery by a nationally [or regionally] recognized overnight courier company, whereby delivery is deemed to have occurred the Business Day following deposit with the courier; (c) registered or certified snail, postage -prepaid, return receipt requested, d � ' whereby delivery is deemed to have occurred on the third Business Day following deposit with the Unitedg p States Postal Service; or (d) electronic transmission (facsimile or email) provided that the transmission is completed no later than 5:00 pm on a Business Day and the original also is sent by personal delivery, overnight delivery or by mail in the manner previously described, whereby delivery is deemed to have occurred at the end of the Business Day on which electronic transmission is completed. Section 8.02 Parties Addresses. (a) Unless changed in accordance with Section 9.02(b) of this Agreement, the addresses for all communications and notices shall be as follows: 11 If to Seller: Name: Chair Commissioner, Cindy Carter Address: PO Box 37 35 C Street NW — Ephrata, WA 98823 Attention: Barb Vasquez Email: bvasquez@grantcountywa.gov Facsimile: With a copy to: Name: Sam Castro Address: 124 Enterprise St. SE —Ephrata WA 98823 Attention: Loc Ohl Email: samcastro@grantcountywa.gov Facsimile: If to Purchaser: Name: City of Quincy Address: 104 B Street S.W.Quincy, WA 98848 Attention: City Administrator Email: Facsimile: With a copy to: Name: Quentin Batjer c/o Davis Arneil Law Firm Address: 617 Washington Street, Wenatchee, WA 98801 Email: quentin@dadkp.com Facsimile: (509) 682-9074 (b) Any party may, by notice given in accordance with this Article, designate a different address or person for receipt of all communications or notices. (c) Any notice under this Agreement may be given by the attorneys of the respective parties who are hereby authorized to do so on their behalf. M ARTICLE IX REMEDIES Section 9.01 Remedies. (a) If Purchaser shall default in the observance or performance of Purchaser's obligations under this Agreement and the Closing does not occur as a result thereof(a "Purchaser Default"), Seller's sole and exclusive remedy shall be to retain the Deposit, and any interest earned thereon, as liquidated damages for Purchaser's Default. Upon payment of the Deposit and an inter p y est earned thereon to Seller, this Agreement shall be terminated and the parties shall be released from further liability to each other hereunder, except for those obligations and liabilities that are expressly stated to survive termination of this Agreement. SELLER AND PURCHASER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO ESTIMATE THE DAMAGES WHICH SELLER MAY SUFFER UPON A PURCHASER DEFAULT AND THAT THE DEPOSIT AND ANY INTEREST EARNED THEREON, AS THE CASE MAY BE, REPRESENTS A REASONABLE ESTIMATE OF THE TOTAL NET DETRIMENT THAT SELLER WOULD SUFFER UPON A PURCHASER DEFAULT. SUCH LIQUIDATED AND AGREED DAMAGES ARE NOT INTENDED AS A FORFEITURE OR A PENALTY WITHIN THE MEANING OF APPLICABLE LAW. (b) If Seller shall default in the performance of any of Seller's obligations to be performed under this Agreement and the Closing does not occur as a result thereof(a "Seller Default"), Purchaser's sole and exclusive remedy shall be to either: (i) terminate this Agreement by delivery of written notice to Seller and Escrow Agent, and Escrow Agent or Seller, as applicable, shall return the Deposit to Purchaser, with the interest earned thereon, if any, when y whereupon this Agreement shall terminate and neither party shall have any further rights or obligations with respect to each other or this Agreement, except those that are Y ex ressl provided p in this Agreement to survive the termination hereof; or (ii) continue this Agreement and seek specific performance of Seller's obligations hereunder, provided that any such action fors specific performance p p ance must be commenced within twenty (20) days after such default, and if Purchaser prevails thereunder, Seller shall reimburse Purchaser for all reasonable legal fees, court costs and all other reasonable costs of such action. Notwithstanding the foregoing, if Seller shall willfully default in its obligation to close the transaction hereunder on the Closing Date and specific performance shall not be a legally available remedy to Purchaser as a result thereof, then Purchaser shall: (x) have the right to receive a return of the Deposit; and (y) be entitled to(and Seller shall reimburse Purchaser for) Purchaser's Costs (which reimbursement obligation shall g survive the termination of this Agreement). The term "Purchaser's Costs" is defined for the purpose of this Agreement as the expenses, if any, actually incurred by Purchaser for: i title examination, survey, and municipal searches, including the issuance of Purchaser's Title Commitment and any continuation thereof, without issuance of a title insurance policy(ii) fees paid to Purchaser's engineer for preparing any environmental and engineering reports with respect to the Property; and (iii) the actual and reasonable third -party costs incurred by Purchaser in connection with the negotiation of this Agreement and Purchaser's due diligence with respect to the Pro p Property, including, without limitation, reasonable attorneys' fees. (c) Upon the release of the Deposit, and any interest accrued thereon, to either Purchaser or Seller, as the case may be, and reimbursement of Purchaser's Costs (if applicable), pp ) 13 this Agreement shall be deemed null and void and no party hereto shall have any obligations ations to , or rights against, the other hereunder, except as expressly provided herein. ARTICLE :��. Section 10.01 Brokers. There is no broker. ARTICLE XI MISCELLANEOUS Section 11.01 Governing Lave. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. Section 11.02 Merger; No Representations. This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contain � ed herein and supersedes all prior and contemporaneous understandings and agreements, g ' both written and oral, with respect to such subject matter. This Agreement is entered into after full investigation, no party is relying upon any statement or representation, not set forth in this Agreement, made by any other party. Section 11.03 No Survival. Except as otherwise provided in this Agreement, no representations, warranties, covenants, or other obligations of Seller set forth in this Agreement shall survive the Closing and no action based thereon shall be commenced after the Closing. Section 11.04 Business ]Days. Whenever any action must be taken (including the giving of notices) under this Agreement during a certain time period(orb a . Y particular date) that ends or occurs on a non -business day, then such period (or date) shall be extended until the next succeeding business day. As used herein, the term "Business Day" shall mean any day other than a Saturday, a Sunday, or a legal holiday on which national banks are not open for general business in the State of Washington. Section 11.05 Modifications and Amendments. This Agreement cannot under any circumstance be modified or amended orally and no agreement shall be effective to waive change, modify, terminate, or discharge this Agreement, in whole or in part, unless such agreement is in writing and is signed by both Seller and Purchaser. Section 11.06 Successors and Assigns; Assignment. This Agreement shall � 111 b e binding upon and shall inure to the benefit of the parties hereto and their respective ective heirs or successors and permitted assigns. Purchaser shall have the right to assign, transfer, or convey its rights and obligations under this Agreement or in the Property without the prior written consent of Seller, provided that any assignee shall assume all of Purchaser's obligations hereunder and succeed to all of Purchaser's rights and remedies hereunder and written notice to Seller of the assignment and assumption must be delivered to Seller prior to the Closing. If an assignee • � g g assumes all of Purchasers obligations under this Agreement in writing, then upon the 14 effective date of the assignment of this Agreement to such assignee, Purchaser shall be released from all obligations under this Agreement. Section 11.07 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect, invalidate, or render unenforceable any other term orp rovision of this Agreement. Upon such determination that any term or other provision is invalid illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally g y contemplated to the greatest extent possible. Section 11.08 Further Assurances. Each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby, provided such documents are customarily delivered in real estate transactions in the State of Washington and do not impose any material obligations upon any party hereunder except as set forth in this Agreement. Section 11.09 Counterparts. This Agreement may be executed by the parties in separate counterparts, each of which when so executed and delivered shall be an original for all purposes, but all such counterparts shall together constitute but one and the same instrument. Section 11.10 Headings. The captions or paragraph titles contained in this Agreement are for convenience and reference only and shall not be deemed apart of the text of this Agreement. Section 11.11 No waivers. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed b theart Y party providing the waiver. No waiver by either party of any failure or refusal to comply with pY any obligations under this Agreement shall be deemed a waiver of any other or subsequent failure or refusal to so comply. Section 11.12 No Offer. This Agreement shall not be deemed an offer or binding upon Seller or Purchaser until this Agreement is fully executed and delivered by Seller and Purchaser. Section 11.13 Waiver of Jury Trial. SELLER AND PURCHASER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER ARISING IN TORT OR CONTRACT) BROUGHT BY SUCH PARTY AGAINST THE OTHER ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. Section 11.14 Time of the Essence. The parties hereto acknowledge and agree that, except as otherwise expressly provided in this Agreement, TIME IS OF THE ESSENCE for the performance of all actions (including, without limitation, the giving of notices 15 the delivery of documents, and the funding of money) required or permitted to be taken under this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. SELLER: GRANT COUNTY, a political subdivision of the State of Washingto By. Name: Cindy_ rter 7 t Title: Chair, Board of County Commissioners (Printed Name) -y1i A - (Signed) Deputy Prosecuting Attorney 16 PURCHASER: CITY OF QUINCY, a Washington municipality Exhibit A [LEGAL DESCRIPTION] Parcel 040017000, known as Lot 1 Block 3 Quincy Original Plat; and Parcel 040018000, known as Lot 2 Block 3 Quincy Original Plat; and Parcel 040019000, known as Lot 3 Block 3 Quincy Original Plat, and Parcel 040020000, known as Lot 4 Block 3 Quincy Original Plat. 17 Exhibit B Section 11.15 Seller's Closing Deliverables. At Closing, Seller shall deliver or cause to be delivered to Purchaser, the following executed, certified, and acknowledged by Seller, as appropriate: (a) One (1) original Statutory Warranty Deed (the "Deed") in substantially the form attached hereto as Exhibit B , duly executed with the appropriate acknowledgment form and otherwise in proper form for recording so as to convey title to the Property to Purchaser as required by this Agreement.