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INTERLOCAL AGREEMENT
BETWEEN THE CITY OF QUINCY AND GRANT COUNTY
REGARDING THE ACQUISITION OF 28,000 SQUARE FEET OF INDUSTRIAL PROPERTY,,
LOT 1-4 BLOCK 3., GRANT COUNTY., WA
THIS INTERLOCAL AGREEMENT ("Agreement") is entered into by and between the City of
Quincy,, a municipal corporation of the State of Washington ("the City"), and Grant County, a
municipal corporation of the State of Washington ("the County"). The City and the County are
sometimes collectively referred to as the "Parties."
RECITALS
WHEREAS, Chapter 39.34 RCW, the Interlocal Cooperation Act, permits local
governmental entities to make the most efficient use of their powers by enabling them to
cooperate with other localities on a basis of mutual advantage, for the purposes of providing
services and facilities in a manner and pursuant to forms of governmental organization that will
accord best with geographic, economic, population and other factors influencing the deeds and
development of local communities; and
WHEREAS,, the City of Quincy, a Washington municipal corporation, and Grant County,. a
political subdivision of the State of Washington, by and through the Grant County Public Works
Department, is vested with authority to enter into an interlocal agreement pursuant to Chapter
39.34 RCW; and
WHEREAS, the City is located within the County's boundary and the two entities share
common concerns and interests in regard to current and future industrial development and
associated growth pressures; and
WHEREAS, the County owns certain real property located on the corner of West Division
and 2nd Avenue SW in Grant County, Washington, within the city limits of Quincy. The Property
consists of four parcels (tax parcel numbers nos. 040017000, 040018000, 040019000 and
040020000) totaling 28,000 square feet; and
WHEREAS, the County is interested in surplusing the Property and the City is interested
in purchasing the Property for fair market value.
NOW,, THEREFORE,, in consideration of the mutual benefits of this agreement, the parties
agree as follows:
AGREEMENT
I. Incorporation of Recitals. The Recitals set forth above are incorporated into this
Agreement by this reference as binding commitments and representations.
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2. Subiect Property. The County intends to surplus and transfer to the City and the City
intends to purchase from the County, upon the terms and conditions hereinafter set forth, all
right, title, and interest in and to the following (collectively referred to as the "Property"):
a. all that certain lots, pieces, or parcels of land referred to as Parcel Nos. 040017000,.
040018000,,040019000 and 040020000, Quincy, Grant County, and State of Washington, as more
particularly bounded and described in Exhibit A attached hereto and hereby made a part hereof;
b. all improvements that may be located on the Property and all of the County'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 Land., 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, 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 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, or equipment located at the
Property,, to the extent assignable in connection with the sale of the. Property ("Assumed
Warranties and Guaranties"); and
h. all water rights, including but not limited to certificates, permits, claims and
declarations, shares in irrigation districts, and rights to water of any kind or nature associated
with or appurtenant to the Property.
3. Proposed Purchase Price. Pursuant to an inspection and appraisal performed on January
16, 2020 and report dated February 11, 2020, a copy of which is attached as Exhibit B, the fee
simple market value "As Is" conclusion is estimated at $84,000.00 (the "Purchase Price,").
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4. Terms and Conditions. The Parties shall negotiate a purchase and sale agreement that, by
this reference, shall become part of this Agreement, provided that such negotiations are agreed
to by both Parties and reference this Agreement. The negotiation shall address issues relating to
the purchase of the Property which may include, but are not limited to:
a. Due diligence investigation;
b. Due diligence materials;
c. The City's right to inspect;
d. Indemnification;
e. Deliverables;
f. Closing costs;
g. Acceptable title; and
h. Representations and warranties.
5. Indemnification. Each party agrees to and shall defend, indemnify and hold harmless the
other party, its officials, officers, agents and employees from and against any and all claims.,
losses, damages, judgments, or liabilities of whatever nature,, including any portion thereof,
arising from or related to the indemnifying party's acts, omissions or performance under this
Agreement. It is the intent of the parties that each party be responsible for its own actions
occurring under this Agreement. This section shall survive termination of this Agreement.
6. Termination. Either Party may terminate this Agreement, with or without cause, upon
ninety (90) days written notice to the other party.
7. Dispute Resolution. In the event of any dispute or difference arising by reason of this
Agreement or any provision or term thereof or the use of and/or payment for any facility for the
purpose of this Agreement, the dispute or difference shall be resolved jointly bythe County Public
Works Director and the City Public Works Director, or his/her designee. Such decision shall be
arrived at as expeditiously as possible.
8. Third Party Beneficiaries. There are no third -party beneficiaries to this Agreement, and
this Agreement shall not be interpreted to create such rights.
9. Integrated Aiareement/Amendment. This Agreement constitutes the entire agreement of
the parties, and may be amended at any time in writing by mutual agreement.
10. General Provisions.
a. Effective Date. This Agreement shall be effective upon the duly authorized
signatures of the Parties' representatives.
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