Exhibit G_Real Property Purchase & Sale Agree.pdf

RES 410 1 IC#

Revised 1/2026

REAL PROPERTY PURCHASE AND SALE AGREEMENT

This Real Property Purchase and Sale Agreement (the Agreement) made and entered into as of this day of , 20____, by and between the State of Washington acting by and through the Department of Transportation (hereinafter “Seller”) and ___________________________________(hereinafter “Buyer”).

RECITALS

WHEREAS, Seller is the owner of certain real property located in _______ County, Washington, more particularly described in Exhibit A, attached hereto and by this reference incorporated herein (the “Property”); and

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I PROPERTY

Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller, subject to the terms and conditions set forth herein, the following:

1. Land. That certain real property located in ______ County, Washington, and more particularly described on Exhibit A together with all rights, privileges, and easements appurtenant to the Land, including, but without limitation, all minerals, oil, gas, and other hydrocarbon substances on and under the Land, all development rights, air rights, water, water rights and any and all easements, rights-of-way, and other appurtenances used in connection with the beneficial use and enjoyment of the Land (collectively the “Land”) which seller may possess;

ARTICLE II PURCHASE PRICE

2.1. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be ___________________________and 00/100 Dollars ($0.00) subject to adjustments, if any, as provided for under Article VII of this Agreement.

2.2. Payment of Purchase Price. The Payment of Purchase Price shall be paid as follows:

(a) Surety Deposit. Buyer will deliver to the Seller a check in the amount of _______________ and 00/100 Dollars ($00.00) ($5,000.00 or 10% which ever is less) as a non-refundable surety deposit (the “Deposit”) towards the purchase price for the Property.

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(b) Balance Payable in Cash. The balance of the Purchase Price in the amount of _______________________________and 00/100 Dollars ($0.00) shall be paid in cash or immediately available funds upon closing.

ARTICLE III TITLE TO PROPERTY

3.1. Conveyance of the Property. Seller shall convey to Buyer at the Closing, title to the Property by execution and delivery of a Quit Claim Deed, prepared by Seller, subject to all existing encumbrances, including easements, restrictions and reservations, if any.

3.2. Title Commitment. Following the date of this Agreement, Buyer may, at no expense to Seller, obtain a preliminary commitment for an ALTA owner’s standard coverage title insurance policy issued by a Title Company describing the Property, showing all matters pertaining to the Property and identifying Buyer as the prospective named insured. Such preliminary commitment, Supplemental Reports (as defined below) and true, correct and legible copies of all documents referred to in such preliminary commitment and Supplemental Reports as conditions or exceptions to title to the Property are collectively referred to herein as the “Title Commitment.”

Buyer may elect to obtain extended coverage owner's title insurance, or endorsements to the Title Policy, and Buyer shall pay the increased cost of such endorsements and/or any excess premium over the premium charged for a standard coverage owner’s policy and the cost of any ALTA survey required by the Title Company in connection therewith. At no expense Seller agrees to execute any customary affidavits, agreements, forms which the Title Company customarily requires of sellers in order to issue extended title insurance or to otherwise remove standard exceptions in the Title Policy.

ARTICLE IV CLOSING

4.1. Closing.

(b) Time of Closing. The Closing shall be on or before 60 days from the date of this Purchase and Sale Agreement (“Closing”). All documents shall be deemed delivered on the Closing Date.

(c) Place of Closing. At buyers request and expense the Closing shall take place at __________________________.

4.2. Delivery by Seller. On or prior to the Closing Date, Seller shall provide:

(a) The Deed duly executed and acknowledged by Seller and accepted by Buyer, together with a duly signed real estate excise tax affidavit;

(b) Any other documents, instruments, data, records, correspondence or agreements called for hereunder which have not previously been delivered.

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4.3. Delivery by Buyer. On or before the closing Date, Buyer shall deposit with ____________________(title company) the Purchase Price (as adjusted pursuant to Sections 7.6 and 7.7).

4.4. Other Instruments. Seller and Buyer shall each deposit such other instruments as are reasonably required to close the escrow and consummate the purchase of the Property in accordance with the terms hereof.

4.5. Closing Costs. As Seller is a governmental entity, the sale and purchase of the Property is exempt from the real estate excise tax (“REET”). Buyer shall pay the premium and all associated charges for the standard owner’s coverage title insurance, escrow fees, and the fees and charges (including recording fees and $10.00 REET fee) in connection with the recording of the Deed.

ARTICLE V POSSESSION

5. Possession of the Property shall be delivered to Buyer on the Closing Date. Seller shall afford authorized representatives of Buyer reasonable access to the Property for the purposes of satisfying Buyer with respect to the representations, warranties, and covenants of Seller contained herein and with respect to satisfaction of any conditions precedent to the closing contained herein.

ARTICLE VI DEFAULT, REMEDIES

6.1. Specific Performance. In the event of a material breach or default in or of this Agreement or any of the representations, warranties, terms, covenants, conditions, or provisions hereof by Seller, Buyer shall have, in addition to a claim for damages for such breach or default, and in addition to and without prejudice to any other right or remedy available under this Agreement or at law or equity, the right to (a) demand and have specific performance of this Agreement; or (b) terminate this Agreement upon written notice without liability to Buyer. Seller agrees that immediately upon receiving notice of termination from Buyer, Seller will surrender the promissory note described in paragraph 2.2(a) herein back to Buyer and acknowledges that said note is null and void and shall be considered satisfied.

6.2. Attorneys’ Fees. In the event either party hereto finds it necessary to bring an action against the other party to enforce any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Agreement, or by reason of any breach or default hereunder or thereunder, the party prevailing in any such action or proceeding shall be paid all costs and reasonable attorneys’ fees by the other party and in the event any judgment is secured by such prevailing party all such costs and attorneys’ fees shall be included in any such judgment. The reasonableness of such costs and attorneys’ fees shall be determined by the court and not a jury.

ARTICLE VII MISCELLANEOUS

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7.1. Indemnity. Seller shall indemnify, defend, protect and hold Buyer harmless from and against any and all liabilities, obligations, damages, penalties, fees, commissions, costs, expenses and other charges, including without limitation reasonable attorneys’ fees, which Buyer may suffer or incur in connection with (I) its ownership of the Property resulting from any action or inaction of Seller, its agents or employees occurring before the Closing;(ii) the falsity or breach of any representation or warranty set forth in Article VIII hereof; (iii) any misrepresentation in or omission of any material documents, items or information to be submitted by Seller to Buyer relating to the Property or its operations; or (iv) any failure of Seller to perform any of its obligations hereunder. The foregoing indemnity shall survive the Closing and shall be in addition to, and not in derogation of any other rights Buyer may enjoy under this Agreement or under law for breach of any representation or warranty set forth in this Agreement. Promptly after the receipt by Buyer of notice of any claim or the commencement of any action or proceeding for which Seller has agreed to indemnify Buyer, Buyer shall give Seller written notice of such claim or the commencement of such action or proceeding and Seller shall thereafter vigorously defend on behalf of Buyer, but at Seller’s sole cost and expense, any such action or proceeding for which indemnification is sought utilizing counsel satisfactory to buyer. No settlement of any such action or proceeding shall be made without Buyer’s prior written approval (unless buyer has previously been discharged from all liability in connection with such action or proceeding); provided that this provision is subject to the limitations of RCW 4.24.115 to the extent applicable.

7.2. Brokers and Finders. Each party represents to the other that no broker or finder has been involved in this transaction. In the event of a claim for broker’s fee, finder’s fee, commission or other similar compensation in connection herewith, Buyer, if such claim is based upon any agreement alleged to have been made by Buyer, hereby agrees to indemnify seller against and hold Seller harmless from any and all damages, liabilities, costs, expenses and losses (including, without limitation, reasonable attorneys’ fees and costs) which Seller may sustain or incur by reason of such claim, and Seller, if such claim is based upon any agreement alleged to have been made by Seller, hereby agrees to indemnify Buyer against and hold Buyer harmless from any and all damages, liabilities, costs, expenses and losses (including, without limitation, reasonable attorneys’ fees and costs) which Buyer may sustain or incur by reason of such claim. The provisions of this Section 11.2 shall survive the termination of this Agreement or the Closing.

7.3. Notices. All notices, demands, requests, consents and approvals which may, or are required to be given by any party to any other party hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by fax, sent by a nationally recognized overnight delivery service, or if mailed or deposited in the United States mail and sent by registered or certified mail return receipt requested, postage prepaid to:

Seller at Department of Transportation Attn: Headquarters Real Estate Services

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Property Management Program Manager P.O. Box 47338 Olympia, WA 98504-7338

Buyer at: ________________________ or to such other address as either party hereto may from time to time designate in writing and deliver in a like manner. All notices shall be deemed complete upon actual receipt or refusal to accept delivery. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission shall be the same as delivery of an original document. At the request of either party or the Escrow Holder, the parties will confirm facsimile transmitted signatures by signing an original document. If the last day of a period falls on a day on which the recording office of the county in which the Real Property is closed, the expiration of the period shall be extended to the first day thereafter in which any such recording office is open.

7.4. Amendment, Waiver. No modification, termination or amendment of this Agreement may be made except by written agreement signed by all parties. No failure by Seller or Buyer to insist upon the strict performance of any covenant, duty agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, agreement, term or condition. Any party hereto, by notice and only by notice as provided in Section 11.3 hereof, may, but shall be under no obligation to, waive any of its rights or any conditions to its obligations hereunder, or any duty, obligation or covenant of any other party hereto. No waiver shall affect or alter this Agreement, and each and every covenant, agreement, term and condition of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. All the terms, provisions, and conditions of this Agreement shall inure to the benefit of and be enforceable by Seller’s or Buyer’s respective successors and assigns. Buyer reserves the right to assign its rights under this Agreement.

7.5. Survival. All provisions of this Agreement which involve obligations, duties or rights which have not been determined or ascertained as of the Closing Date or the recording of the Deed and all representations, warranties and indemnifications made in or to be made pursuant to this Agreement shall survive the Closing Date and/or the recording of the Deed.

7.6. Captions. The captions of this Agreement are for convenience and reference only and in no way define, limit, or describe the scope or intent of this Agreement.

7.7. Merger of Prior Agreements. This Agreement and the exhibits hereto constitute the entire agreement between the parties with respect to the purchase and sale of the Property and

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supersedes all prior and contemporaneous agreements and understandings between the parties hereto relating to the subject matter hereof.

7.8. Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

7.9. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.

7.10. Additional Acts. Except as otherwise provided herein, in addition to the acts and deeds recited herein and contemplated to be performed, executed and/or delivered by Seller or Buyer, Seller and Buyer hereby agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered, at the Closing any and all such further acts, deeds and assurances as Buyer or Seller, as the case may be, may reasonably require to (a) evidence and vest in the Buyer the ownership of and title to the Property, and (b) consummate the transactions contemplated hereunder.

7.11. Confidentiality. Should any records become the subject of a request for public disclosure, Buyer shall immediately notify Seller of such request and the date by which it anticipates responding, which date shall in no event be less than eight days after Buyer’s first notice of the disclosure request to Seller. Seller must then within eight days of receipt of notice assert in writing to Buyer any claim that such records contain proprietary information that is exempt from disclosure under RCW 42.17.310(i)(h) or is subject to protection pursuant to Chapter

19.108 RCW or other state law so that Buyer may consider such assertion in responding to the requester. If Seller fails to make such assertion within that eight day period, Buyer may make such disclosure. If Seller made a timely assertion and Buyer in its sole discretion believes Seller has a valid claim that records contain proprietary information, trade secrets, confidential information, or other exempt material, Buyer shall deny the request for disclosure of such records, or excise such information prior to disclosure, or at Seller’s expense seek judicial declaration of the rights of the parties. If such denial of a request for disclosure of records or excision of information is challenged in court, Seller agrees that it will both assist Buyer in its defense and shall indemnify Buyer for any and all penalties assessed and costs (including the fees and costs of Buyer’s attorneys) Buyer incurs in such defense including any attorney’s fees assessed against Buyer under RCW 42.17.340(4). If prior to, during, or after judicial consideration Buyer in its sole discretion believes Seller does not have such a valid claim, it shall so notify Seller not less than three days prior to the date Buyer intends to make the disclosure to allow Seller to take such action as it deems appropriate prior to disclosure.

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7.12. No Joint Venture. It is not intended by this agreement to, and nothing contained in this Agreement shall, create any partnership, joint venture or other arrangement between Buyer and Seller. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization or corporation not a party hereto, and no such other person, firm, organization or corporation shall have any right or cause of action hereunder.

7.13. Neutral Authorship. Each of the provisions of this Agreement has been reviewed and negotiated, and represents the combined work product of both parties hereto. No presumption or other rules of construction which would interpret the provisions of this Agreement in favor of or against the party preparing the same shall be applicable in connection with the construction or interpretation of any of the provisions of this Agreement.

7.14. Governing Law, Time. This Agreement and the right of the parties hereto shall be governed by and construed in accordance with the laws of the State of Washington and the parties agree that in any such action venue shall lie exclusively in Thurston County, Washington. Time is of the essence of this Agreement.

IN WITNESS WHEREOF, the parties have executed this agreement as of the day and year first above written.

Seller:

State of Washington, Department of Transportation

By: ________________________________________ Date: ________________

Its: Property Management Program Manager

Buyer:

By: _________________________________________ Date: __________________

Its: _____________________________

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Title VI Notice to Public

It is the Washington State Department of Transportation’s (WSDOT) policy to assure that no person shall, on the grounds of race, color, national origin, as provided by Title VI of the Civil Rights Act of 1964, be excluded from participation in, be denied the benefits of, or be otherwise discriminated against under any of its programs and activities. Any person who believes his/her Title VI protection has been violated, may file a complaint with WSDOT’s Office of Equity and Civil Rights (OECR). For additional information regarding Title VI complaint procedures and/or information regarding our non-discrimination obligations, please contact OECR’s Title VI Coordinator at (360) 705-7090.

Americans with Disabilities Act (ADA) Information

This material can be made available in an alternate format by emailing the Office of Equity and Civil Rights at wsdotada@wsdot.wa.gov or by calling toll free, 855-362-4ADA(4232). Persons who are deaf or hard of hearing may make a request by calling the Washington State Relay at 711.

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Exhibit “A”