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REAL ESTATE PURCHASE AND SALE AGREEMENT
This Real Estate Purchase and Sale Agreement ("Agreement") is entered into as of , 2022,
by and between Moses Lake School District No. 161, a Washington state municipal corporation ("Seller") and
Grant County, a Washington state municipal corporation ("Purchaser"). The parties agree that this purchase
and sale transaction is an intergovernmental disposition of real property under Chapter 39.33 RCW.
1. REAL PROPERTY:
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, real property located
near Paxson Drive and West Valley Road, Moses Lake, Washington 98837 and legally described as follows:
The following real property situated in the County of Grant, State of Washington:
That portion of the East half of the Northeast quarter of Section 16, Township 19 North,
Range 28 E.W.M., Grant County, Washington, as delineated and described on the Record
of Survey drawing prepared by Western Pacific Engineering and Survey, Inc., dated
August, 2017, and as described as follows:
Commencing at the a United States Bureau of Reclamation brass cap monument found in
a monument case marking the Northeast corner of said Section 16; thence South 00°08'30"
West, coincident with the East boundary line of the Northeast quarter of said Section 16, a
distance of 3 0.00 feet to a point that lies 3 0.00 feet South of the North boundary line of the
Northeast quarter of said Section 16; thence North 89°35'33" West a distance of 30.00 feet
to a point that lies 30.00 feet West of the East boundary line of the Northeast quarter of
said Section 16 and to the Northeast corner of the parcel described in the Statutory
Warranty Deed for the Public Utility District No. Two of Grant County substation parcel
described in Reel 023, Pages 0459 through 0461, as recorded under the Grant County
Auditor's File No. 921223061, said course being parallel with and 30.00 feet south of the
North boundary line of the Northeast quarter of said Section 16; thence South 00°09'46"
West a distance of 400.00 feet, to the southeast corner of the said Public Utility District
No. Two of Grant County substation parcel deed; thence continuing South 00°09'46" West
a distance of 60.00 feet to the POINT OF BEGINNING, said course being parallel with
and 30.00 feet West of the East boundary line of the Northeast quarter of said Section 16;
thence continuing South 00°09'46" West a distance of 2172.50 feet to a point that lies 30.00
feet North of the South boundary line of the Northeast quarter of said Section 16, said
course being parallel with and 30.00 feet West of the East boundary line of the Northeast
quarter of said Section 16; thence North 89°30'28" West a distance of 1038.34 feet, said
course being parallel with and 30.00 North of the South boundary line of the Northeast
quarter of said Section 16; thence North 00°49'13" West a distance of 2284.58 feet; thence
South 89°35'33" East a distance of 157.77 feet; thence North 00°24'27" East a distance of
316.88 feet to a point that lies 60.00 feet South of the North boundary line of the Northeast
quarter of said Section 16; thence South 89°35'33" East a distance of 143.06 feet to the
beginning of a curve tangent to said course, said curve's radius point bears South 00°24'27"
West a distance of 220.00 feet, said course being parallel with and 60.00 feet South of the
North boundary line of the Northeast quarter of said Section; thence Easterly and
tl 220.00 -foot radius curve concave to the Southwest a distance of 230.38
i t {th he arc of said curve through a central angle of 60°00'00" to the right,
g a curve bears South 59°35'33" East a distance of 220.00 feet; thence
APRV I
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V E D
MAR 2 9 2022.
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South 29°35'33" East, tangent to the aforementioned curve, a distance of 207.84 feet, to
the beginning of a curve tangent to said course, said curve's radius point bears North
60°24'27" East a distance of 280.00 feet; thence Southeasterly and Easterly on a 280.00 -
foot radius curve concave to the Northeast a distance of 293.22 feet, coincident with the
arc of said curve through a central angle of 60°00'00" to the left, the long chord of said
curve bears South 59°35'33" East a distance of 280.00 feet; thence South 89°35'33" East,
tangent to 'the aforementioned curve, a distance of 240.26 feet to the POINT OF
BEGINNING, said course being parallel with and 60.00 South of the parcel described in
the Statutory Warranty Deed for the Public Utility District No. Two of Grant County
substation parcel described in Reel 023, Pages 0459 through 0461, as recorded under the
Grant County Auditor's File No. 921223061.
Containing 57.30 Acres, more or less.
Assessor's Tax Parcel No. 170613002
("Property").
2. PURCHASE PRICE:
The purchase price of the Property shall be One Million Two Hundred Thousand Dollars and Zero
Cents ($1,200,000.00), payable in immediately available funds at closing.
3. EARNEST MONEY:
Purchaser shall deposit earnest money in the amount of Ten Thousand Dollars and Zero Cents
($10,000.00) with the Closing Agent (defined below) within five (5) days after execution of this Agreement by
Seller. The earnest money shall be applied toward the purchase price of the Property at closing. Unless
otherwise provided for in this Agreement, the earnest money shall be non-refundable.
4. CONDITION OF PROPERTY:
(a) Seller discloses that the Property may contain lead contamination related to a shooting
range formerly operated on the Property and other Hazardous Materials (defined below), as disclosed in
a Phase I Environmental Assessment of the Property prepared by Western Pacific Engineering
Survey, Inc. Purchaser acknowledges receipt of copy of the above mentioned assessment.
(b) EXCEPT AS SPECIFICALLY SET FORTH HEREIN, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES AND SHALL NOT IN ANY WAY BE LIABLE FOR ANY
OTHER REPRESENTATIONS OR WARRANTIES INCLUDING, WITHOUT LIMITATION,
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO (I) THE CONDITION OF THE
PROPERTY OR ANY BUILDINGS, STRUCTURES OR IMPROVEMENTS THEREON OR THE
SUITABILITY OF THE PROPERTY FOR HABITATION OR FOR PURCHASER'S INTENDED USE OR
FOR ANY USE WHATSOEVER, (II) ANY APPLICABLE BUILDING, ZONING, OR FIRE LAWS OR
REGULATIONS OR WITH RESPECT TO COMPLIANCE THEREWITH OR WITH RESPECT TO THE
EXISTENCE OF OR COMPLIANCE WITH ANY REQUIRED PERMITS, IF ANY, OF ANY
GOVERNMENTAL AGENCY, (III) THE AVAILABILITY OR EXISTENCE OF ANY WATER, SEWER,
OR OTHER UTILITIES (PUBLIC OR PRIVATE), (IV) THE EXISTENCE, ACCURACY, OR VALIDITY
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OF ANY DOCUMENTS WITH RESPECT TO THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, APPRAISALS, SURVEYS, SOIL REPORTS, ARCHITECTURAL PLANS,
SPECIFICATIONS, AND CERTIFICATIONS, OR GOVERNMENTAL PERMITS ), (V) THE
CONDITION OF TITLE TO THE PROPERTY, (VI) THE PRESENCE OF ANY HAZARDOUS
MATERIALS ON OR UNDER THE PROPERTY; (VII) THE EXISTENCE OF WETLANDS OR OTHER
ENVIRONMENTALLY SENSITIVE OR CRITICAL AREAS ON THE PROPERTY, OR (VIII) THE
PRESENCE OF ANY DEFECTS AND CONDITIONS, INCLUDING SUCH DEFECTS AND
CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY CASUAL INSPECTION.
(c) Purchaser acknowledges that Purchaser has or will have prior to the closing, independently
and personally inspected the Property and improvements, and all matters with respect to physical condition
thereof, taxes, bonds, permissible uses, zoning covenants, conditions, restrictions and all other matters bearing
on the value of the Property in Purchaser's judgment and for Purchaser's purposes, and that Purchaser has
entered into this Agreement based upon and in recognition of its contractual obligation to personally examine
and inspect the Property. Purchaser agrees that the Property is to be sold to and accepted by Purchaser, at
closing, in its then condition AS -IS and WITH ALL FAULTS, including, without limitation, those faults and
conditions specifically referenced in this Agreement. Purchaser confirms that it is relying on its own knowledge
and investigations with respect to the Property and not on any representations of Seller, except as specifically
set forth herein.
(d) Seller has made available or delivered to Purchaser certain reports and other information
with respect to the Property ("Due Diligence Information"). Except as expressly stated herein, Seller makes
no representation or warranty as to the truth, accuracy or completeness of Due Diligence Information.
Purchaser acknowledges and agrees that all Due Diligence Information delivered by Seller to Purchaser in
connection with the transaction contemplated hereby are provided to Purchaser as a convenience only and
that any reliance on or use of such materials, data or information by Purchaser shall be at the sole risk of
Purchaser, except as otherwise expressly stated herein. Without limiting the generality of the foregoing
provisions, Purchaser acknowledges and agrees that Purchaser shall not have any right to rely on any Due
Diligence Information delivered by Seller to Purchaser, but rather will rely on its own inspections and
investigations of the Property and any reports commissioned by Purchaser with respect thereto, and Seller
shall not have any liability to Purchaser for any inaccuracy in or omission from Due Diligence Information.
(e) By closing, Purchaser shall be deemed to have conclusively represented to Seller (i) that it has
concluded (or has elected not to perform) whatever studies, tests, and investigations Purchaser desires relating
to the Property and improvements thereon, including, without limitation, soils tests, engineering analyses,
environmental analyses, investigation, analyses of any zoning or use restriction affecting the Property or any
applicable regulations of any planning, building, public works, or other governmental or quasi -governmental
entity having or asserting jurisdiction over the Property, proposed changes in zoning or use of the Property and
vicinity; covenants and restrictions; utility districts; anticipated or proposed utility, septic, sewer and
improvement assessments and charges; public or private nature of roads serving the Property, corners,
boundary line locations, size, square footage, and dimensions of the Property and its improvements; existence
of termites and pests; and suitability of the Property for Purchaser's intended use (ii) that Purchaser has
reviewed and read (or has elected not to do so) and has understood all instruments of public record or otherwise
available from any governmental or quasi -governmental entity, or provided by Seller, that affect the Property
which Purchaser deems relevant, and (iii) that Purchaser has accepted the Property in its existing condition,
subject to whatever conditions Purchaser's investigations have discovered, or would have discovered if duly
performed; Seller shall have no liability whatsoever with respect to (A) any condition disclosed or known to
Purchaser prior to closing or (B) conditions unknown to Purchaser at closing unless such conditions are the
subject of Seller's express warranties set forth in this Agreement.
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(i) Purchaser agrees that should it elect to remove any Hazardous Materials from the Property,
it will do so with the assistance of a properly qualified removal or abatement specialist pursuant to and in
compliance with all applicable federal, state, and local laws. Purchaser releases, and upon closing, assumes
all risk of presence of any Hazardous Materials on or under the Property.
(g) As used in this Agreement, the term (i) "Hazardous Materials" shall mean any substance
which is or contains (i) any "hazardous substance" as now or hereafter defined in the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C. § 9601 et seq.)
("CERCLA") or any regulations promulgated under or pursuant to CERCLA; (ii) any "hazardous waste"
as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.)
("RCRA") or regulations promulgated under or pursuant to RCRA; (iii) any substance regulated by the
Toxic Substances Control Act (15 U.S.C. § 2601 et seq.); (iv) gasoline, diesel fuel, or other petroleum
hydrocarbons; (v) asbestos and asbestos containing materials, in any, form, whether friable or non -friable;
(vi) polychlorinated biphenyls; (vii) radon gas; and (viii) any additional substances or materials which are
now or hereafter classified or considered to hazardous or toxic under Environmental Requirements (as
hereinafter defined), the Washington Model Toxics Control Act (RCW 70.150D), the Washington Water
Pollution Act (RCW 90.58) or the common law, or any other applicable laws relating to the Property.
Hazardous Materials shall include, without limitation, any substance, the presence of which on the Property,
(A) requires reporting, investigation or remediation under Environmental Requirements; (B) causes or
threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to
the health or safety of persons on the Property or adjacent property; or (C) which, if it emanated or migrated
from the Property, could constitute a trespass; and (ii) the term "Environmental Requirements" shall mean
all laws, ordinances, statutes, codes, rules, regulations, agreements, judgments, orders, and decrees, now or
hereafter enacted, promulgated, or amended, of the United States, the states, counties, the cities, or any
other political subdivisions in which the Property is located, and any other political subdivision, agency or
instrumentality exercising jurisdiction over the owner of the Property, the Property, or the use of the
Property, relating to pollution, the protection or regulation of human health, natural resources, or the
environment, or the emission, discharge, release or threatened release of pollutants, contaminants,
chemicals, or industrial, toxic or hazardous substances or waste or Hazardous Materials into the
environment (including, without limitation, ambient air, surface water, ground water or land or soil).
(h) The Property is agreed to be commercial real estate for purposes of Chapter 60.06 RCW.
Pursuant to RCW 64.06.010(7), Purchaser expressly waives the right to receive a seller disclosure
statement.
5. TITLE EXAMINATION AND INSPECTION CONTINGENCY:
(a) Seller agrees to provide Purchaser with a commitment for title insurance issued by Grant
County Title Company, 1211 W. Broadway Avenue, Moses Lake, Washington, 98837 (509) 765-8700 for
the Property after execution of this Agreement by Seller. Seller makes no representations or warranties
regarding the accuracy of such title report and assumes no responsibility for the determination of whether or
not there exist any encumbrances or encroachments not reflected in the commitment for title insurance.
Purchasers shall review the commitment for title insurance covering the Property with copies of
underlying documents for all exceptions set forth therein. Purchaser shall notify Seller of its disapproval of any
exceptions shown in the commitment, other than exceptions specifically addressed within this Agreement,
within ten (10) days after Purchaser's receipt of the commitment. Purchaser's failure to notify Seller of its
disapproval of any exceptions in the commitment within such ten (10) day period shall be deemed Purchaser's
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approval of all exceptions.
If within ten (10) days after the receipt of any such notice from Purchaser, Seller has not removed or
given reasonable written assurances to Purchaser that such disapproved exceptions will be removed on or
before closing, Purchaser may elect to terminate this Agreement or waive this condition by giving notice of
such termination or waiver to Seller. If this Agreement is so terminated the earnest money shall be returned to
Purchaser. Seller shall assume and pay any cancellation fee for such commitment.
(b) This Agreement shall terminate and Purchaser shall receive a refund of the earnest money
unless fourteen (14) days prior to closing, Purchaser gives written notice to Seller stating that Purchaser is
satisfied, in Purchaser's reasonable discretion, concerning all aspects of the Property, including without
limitation its physical condition, the presence or absence of any Hazardous Materials, the potential financial
performance of the Property, the availability of government permits and approvals, and the feasibility of the
Property for Purchaser's intended purpose. If such notice is timely given, the inspection contingency stated
shall be deemed satisfied.
Seller shall permit Purchaser and its agents, at Purchaser's sole expense and risk, to conduct inspections
of the Property. Purchaser shall not conduct any invasive testing without obtaining Seller's prior written
consent. Purchaser shall restore the Property to the same condition it was prior to inspection. Purchaser agrees
to indemnify and defend Seller from all liens, expenses, loss, liability, costs (including, without limitation,
attorneys' and experts' fees), expenses, claims or suits of any nature whatsoever, arising from or relating in
any way to Purchaser's entry onto or inspection of the Property. This agreement to indemnify and defend shall
survive closing. If the sale of the Property fails to close for any reason, Purchaser shall provide Seller copies of
any written materials resulting from said inspections, studies, and the like.
6. RELEASE:
Purchaser, on behalf of itself and its heirs, successors and assigns hereby waives, releases, acquits
and forever discharges Seller, its officers, directors, employees, agents, attorneys, representatives, and any
other persons acting on behalf of Seller and the successors and assigns of any of the preceding, of and from
any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation
whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its
heirs, successors or assigns now has or which may arise in the future on account of or in any way related to
or in connection with any past, present, or future physical characteristic or condition of the Property or the
improvements, including, without limitation, any Hazardous Materials in, at, on, under or related to the
Property or the improvements, or any violation or potential violation of any environmental requirement
applicable thereto. Notwithstanding anything to the contrary set forth herein, this release shall survive the
closing or termination of this Agreement.
7. CONVEYANCE BY WARRANTY DEED:
Seller agrees to execute and deliver to Purchaser at closing a Warranty Deed conveying title to the
Property.
8. CLOSING:
This sale shall be closed on or before Friday, April 29, 2022, hereinafter referred to as the "Date of
Closing." The sale must be closed on or before the Date of Closing or this Agreement shall become null and
void.
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This sale shall be deemed closed on that date when each of the following shall.have occurred:
(a) Purchaser shall have paid to the Closing Agent the total purchase price;
(b) Closing Agent shall have received a Warranty Deed executed by Seller together with any
other documents required in order for Purchaser to obtain title as hereinafter provided;
and
(c) Closing Agent shall have received all documents required to convey title to the Property
to Purchaser.
The parties further agree to execute such other documents and instruments not listed above as may
be reasonably necessary to carry out the intent of this Agreement.
9. POSSESSION DATE AND RISK OF LOSS:
Purchaser shall be entitled to possession of the Property on the Date of Closing. Risk of loss or
damage to the Property by condemnation or eminent domain proceedings (or deed in lieu thereof), or
by fire or any other casualty on or before the Date of Closing will be on Seller and, thereafter, will be
on Purchaser.
10. TAXES AND PRORATIONS:
Purchaser's obligation for real estate taxes shall begin as of the Date of Closing. Water, utilities,
and other assessments constituting liens shall be prorated as of the Date of Closing.
11. CLOSING AGENT:
The Closing Agent for this transaction shall be Grant County Title Company, 1211 W. Broadway
Avenue, Moses Lake, Washington, 98837 (509) 765-8700. Closing Agent shall have the authority to receive
and bank all payments required to be made by Purchaser.
12. CLOSING COSTS:
(a) Seller and Purchaser shall each pay their own attorneys', accountants', and
other professionals' fees;
(b) Seller shall pay the premium for a standard form owner's policy of title insurance in
the face amount of the purchase price; and
(c) Purchaser shall pay (i) any applicable real estate excise tomes; (ii) all recording fees,
and (iii) all Closing Agent's fees.
13. NOTICES:
All notices, demands, consents, approvals, and other communications which are required or desired to
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be given by either party to the other hereunder shall be in writing, and either personally delivered or mailed
to the other party at the address set forth below, or at such other addresses as either party may give to the
other by notice in writing pursuant to the terms of this section. In addition, notices shall be sent via email
to the email addresses listed below.
Seller: Moses Lake School District No. 161
Attn: Dr. Carole Meyer, Interim Superintendent
920 W. Ivy Ave.
Moses Lake, WA 98837-2047
(509) 766-2650
cmeyer@mlsdl61.org
Purchaser: Grant County
Attn: Tom Gaines
35 C Street NW
Ephrata, WA 98823
(509) 754-2011 ext. 3276
tgaines@grantcountywa.gov
Notices shall be deemed given when delivered or three (3) days after mailing.
14. PARTIAL VALIDITY:
If any term or provision of this Agreement is deemed invalid or unenforceable, the remainder of
the Agreement or the application of such term or provision to the person or circumstances other than those
as to which it is invalid or unenforceable shall not be affected thereby.
15. APPLICABLE LAW:
This Agreement shall be governed and interpreted in accordance with the laws of the state of
Washington. The venue of any action brought to interpret or enforce any provision of this Agreement shall
be had in the county in which the Property is situated.
16. DEFAULT:
In the event the Purchaser fails, without legal excuse, to complete the purchase of the Property,
the earnest money shall be forfeited to the Seller as the sole and. exclusive remedy available to the Seller
for such failure.
17. ATTORNEYS' FEES AND COSTS:
In the event an action is commenced to enforce any of the provisions of the Agreement, the
prevailing party shall, in addition to its other remedies, be entitled to recovery of its reasonable attorneys'
fees and costs, including but not limited to attorneys' fees and costs incurred on any appeal.
18. TIME OF THE ESSENCE:
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Time is of the essence with respect to this Agreement and every undertaking herein.
19. COMMISSIONS:
The Seller is not obligated to pay any fee or commission to a broker, finder, or intermediary
for or on account of the transaction contemplated by this Agreement. Purchaser agrees to indemnify and
hold Seller harmless from and against the claims of any and all brokers or other intermediaries claiming to
have had any dealings, negotiations, or consultations with the indemnifying party in connection with this
Agreement or the sale of the Property.
20. MERGER:
The terms, provisions, representations and warranties of this Agreement shall not merge in, but
shall survive, the closing of the transaction contemplated hereunder.
21. ENTIRE AGREEMENT:
This document contains the entire agreement of the parties and may not be modified except in
writing and signed by both parties.
22. ASSIGNMENT:
Purchaser may not assign this Agreement.
23. BOARD APPROVAL CONDITION:
This Agreement is conditioned upon approval by the Board of Directors of Moses Lake School
District No. 161.
SELLER:
PURCHASER:
Moses Lake School District No. 161 BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY, WASHINGTON
By:
Dr. Carole Meyer
Its: Interim Superintendent
Date:
Dannv Stone_ Chair
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