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HomeMy WebLinkAbout2981 RESOLUTION NO. ;J'fgf A RESOLUTION of the City Council of the City of Bremerton, Washington, declaring certain public utility property surplus to the City's needs and approving a sale of the property in accordance with the provisions of BMC 2.78.040 and RCW 35.94.040. WHEREAS, the City has received an offer to purchase the public utility property legally described in Exhibit A from Bealko, Inc., for $1,400,000, which sum is the fair market value of the property; and WHEREAS, the City Council has determined that the property is surplus to the City's needs and is not required for providing continued public utility service; and WHEREAS, pursuant to BMC 2.78.040 and RCW 35.94.040, a public hearing was held on October 5, 2005 relating to the proposed surplus and sale of the property; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The public utility property legally described in Exhibit A is hereby declared surplus to the City's needs and is not required for providing continued public utility servIce. SECTION 2. The Director of Public Works and Utilities and the City Attorney are hereby authorized to finalize a purchase and sale agreement with substantially the same terms and conditions as set forth in the proposed agreement attached as Exhibit B authorizing the sale of the property to Bealko, Inc. for $1,400,000. SECTION 3. The Mayor is authorized to finalize and execute any and all documents, including but not limited to, the purchase and sale agreement, statutory warranty deeds and real estate excise tax affidavits, necessary to complete the transaction. SECTION 4. Severability. If anyone or more sections, subsections, or sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. 1 Surplus and Sale of Public Utility Property SECTION 5. Effective Date. This Resolution shall take effect and be in force immediately upon its passage. PASSED by the City Council of the City of Bremerton, Washington this ~ day of qt' ..h-I J.L.U ,2005. APPROVED AS TO FORM: R:\LEGAL\Files\Current Active Files\Tracyton Watershed Sale\Surplus and Sale Resolution.2.doc 2 Surplus and Sale of Public Utility Property EXHIBIT A LEGAL DESCRIPTION SW Y4 NW Y4 EXC FDP BAT NW COR OF SD SEC TH S2057'05W 2778.15 FT TO Wl/4 COR OF SD SEC TH N89058'24E 560 FT TH N2057'05E 400 FT TO POB TH CONT N2057'05E 220 FT TH S89058'24W 220 FT TH S2057'05W 220 FT TH TH E TO POB TGW & SUBJ TO ESMTS EXCLUDED PROPERTY: [If sale is approved by City Council, Buyer will prepare legal at its expense for the excluded property] REAL ESTATE PURCHASE AND SALE AGREEMENT WITH EARNEST MONEY PROVISION (Tracy ton Property) This contract controls the terms ofthe sale of real property. (Please read carefully before siJ?;ninJ?;.) This Agreement is entered between the CITY OFBREMERTON, a Washington municipal corporation, whose mailing address is 345 6th Street, Bremerton, Washington 98337, ("Seller"), and BEALKO, INC., a Washington Corporation, whose mailing address is , Washington, ("Buyer"), for the sale and purchase of real property as follows: 1. PROPERTY. The property, which Buyer agrees to buy and Seller agrees to sell, including all improvements and appurtenances situated thereon is commonly known as the Tracyton Property and is located at , Bremerton, Washington (the "Property"), and which Property is legally described in Exhibit A, attached hereto and incorporated herein by this reference. The Property excludes approximately 1.11 acres ofland and the water tank situated thereon as well as access to and from said excluded parcel. Said exclusions are set forth in Exhibit A. Certain timber harvest is also reserved by the Seller as set forth in Paragraph 12 below. A map indicating the location of the Property is attached as Exhibit B, incorporated herein by this reference. 2. EARNEST MONEY. Received from Buyer, Two Hundred Fifty Thousand and Noll 00 Dollars ($250,000.00) as earnest money and part payment on the purchase price of the Property. 3. PURCHASE PRICE. The total purchase price for the Property is One Million Four Hundred Thousand and Noll 00 Dollars ($1,400,000.00), including earnest money ("Base Price"), payable on closing. The base purchase price will be $1,400,000.00. This number may be adjusted based on the final number oflots in the approved preliminary plat. The base sale price assumes 100 individual lots will be approved. Buyer agrees to pay the City an additional $15,000.00 per approved lot over 100 lots to a maximum of$300,000.00 (assumes 120 lots are approved). Additionally, the City agrees to reduce the Base Price $15,000.00 per approved lot for each lot less than 100 approved lots for a maximum Base Price reduction of $300,000 (assumes only 80 lots are approved). Upon approval of the preliminary plat, Buyer agrees to pay City the adjusted Base Price minus Earnest Money and applicable closing costs at closing. 4. CONTINGENCIES. This agreement is contingent upon: (a) Acceptance of its terms by the Bremerton City Council. (b) If less than 80 lots are approved during the platting process, Buyer may terminate this agreement at its sole discretion. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 1 of I EXHIBIT B (c) The Property being annexed into the City of Bremerton. Should any of these contingencies not be met prior to the closing date in Paragraph 8, then this Agreement shall terminate except neither Buyer nor Seller shall have any further rights, duties or obligations hereunder, except that the Earnest Money held in escrow shall be immediately returned to Buyer. 5. CONVEYANCE AND CONDITION OF TITLE. The title to the real property shall be conveyed by Seller to Buyer at closing by Statutory Warranty Deed, free and clear of all liens, encumbrances or defects except those described in Paragraph 6 below. 6. TITLE INSURANCE. At Closing, Seller shall cause Land Title Company, whose address and telephone number is , to issue a standard form owner's policy of title insurance to Buyer in an amount equal to the total purchase price of the Real Property, and insuring the Real Property be discharged by Seller shall be paid from Seller's funds at Closing. If an extended coverage owner's policy is requested by Buyer, then Buyer shall pay the increased costs associated with that policy including the excess premium over that charged for a standard coverage policy, and the cost of any survey required by the title insurer. For purposes ofthis Agreement, the following shall not be deemed encumbrances or defects: rights reserved and federal patents or state deeds; building or use restrictions consistent with current zoning, and utility and road easements of record. If title cannot be made so insurable prior to the Closing date called for herein, unless, Buyer elects to waive such defects or encumbrances, this agreement shall terminate. 7. CLOSING COSTS AND PRO-RATIONS. The cost of escrow shall be shared equally between Buyer and Seller, except those fees which are expressly limited by Federal Regulation. Seller shall pay for excise tax and revenue stamps. Taxes for the current year, rents, interest, Association, Condominium and/or Homeowner's fees, water and other utility charges, if any, shall be pro-rated as of date of closing unless otherwise agreed. 8. CLOSING OF THE SALE. WITH THE UNDERSTANDING THAT TIME IS OF THE ESSENCE FOR THIS AGREEMENT, this sale shall be closed no sooner than thirty (30) days but no later than sixty (60) after all contingencies set forth in Paragraph 4 are met but in no event later than ("Closing Date") which shall also be the termination date of this agreement unless said closing date is extended in writing by mutual agreement of the parties. When notified, the Buyer and Seller will deposit, without delay, in escrow with Land Title Company, , Bremerton, Washington 98_, all instruments and monies required to complete the transaction in accordance with this agreement. Closing, for the purpose of this agreement, is defined as the date that all documents are executed and the sale proceeds are available for disbursement to the Seller. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 2 of2 9. CONDITION SUBSEQUENT TO CLOSING. In the event &fan appeal ofthe plat of the property is filed prior to closing of this transaction, the following shall apply: (a) Condition Subsequent. If such an appeal results in a decision of a court of competent jurisdiction which decreases the number of buildable lots below 80, or makes development of 80 lots impossible or non-viable, Buyer may terminate this agreement at its sole discretion, and Seller will repurchase the Property for the purchase price paid by Buyer and neither Buyer nor Seller shall have any further rights, duties or obligations hereunder. (b) During the pendency of any and all appeals as noted herein, Buyer shall not perform any development activity on the Property unless this condition subsequent in subsection (a) is waived and released. (c) If an appeal of the plat as approved is not filed prior to closing of this transaction, this condition shall terminate and be of no force or effect. (d) This paragraph shall survive closing to the extent an appeal is filed prior to closing. 10. CASUAL TY LOSS. If prior to closing, improvements on said premises shall be destroyed or materially damaged by fire or other casualty, this agreement, at option ofthe Buyer, shall become null and void. 11. POSSESSION. Buyer shall be entitled to possession on closing. 12. TIMBER HARVEST. The City will be given an option at its sole discretion to harvest any merchantable timber identified in the approved site plan as being in an area where development will occur. Should the City exercise this option it will remove the stumps remaining after removal of any trees. This provision shall survive closing. 13. SELLER'S REPRESENT A TIONS. Seller represents that: (a) Seller will maintain the property in present or better condition until time of agreed possession, (b) Seller has no knowledge or notice from any governmental agency of any violation oflaws relating to the subject property, and (c) the property is not encumbered by any leases. 14. SELLER'S ENVIRONMENTAL REPRESENTATIONS. Sellerrepresents that to the best of his/her knowledge that he/she is not aware of existence of, or has caused or allowed to be caused, any environmental condition (including, without limitation, a spill, discharge or contamination) that existed as of and/or prior to the closing date or any act of omission occurring prior to the closing date, the result of which may require remedial action pursuant to any federal, state or local law or may be the basis for the assertion of any third party claims, including claims of REAL ESTATE PURCHASE AND SALE AGREEMENT Page 3 of3 governmental entities. This provision shall survive closing. 15. INDEMNIFICATION. As partial consideration for the purchase ofthe Property, Buyer purchases the property and improvements" as is" and agrees to indemnify and hold harmless the Seller, against and in respect of, any and all damages, claims, losses, liabilities, judgments, demands, fees, obligations, assessments, and expenses and costs, including, without limitation, reasonable legal, accounting, consulting, engineering and other expenses which may be imposed upon or incurred by Seller, or asserted against Seller, by any other party or parties (including, without limitation, a governmental entity), arising out of or in connection with any environmental condition existing as of and/or prior to the closing date, including the exposure of any person to any such environmental condition, regardless of whether such environmental condition or exposure resulted from activities of Buyer or Buyer's predecessors in interest. This indemnity shall survive the closing. 16. DEFAULT AND ATTORNEY'S FEES. (a) Buyer's Default. IF BUYER DEF AUL TS HEREUNDER, SELLER'S SOLE REMEDY SHALL BE LIMITED TO DAMAGES AGAINST BUYER IN THE LIQUIDATED AMOUNT OF THE EARNEST MONEY PREVIOUSLY PAID THE BUYER. BUYER AND SELLER INTEND THAT SAID AMOUNT CONSTITUTES LIQUIDATED DAMAGES: AND SO AS TO A VOID OTHER COSTS AND EXPENSES TO EITHER PARTY IN CONNECTION WITH POTENTIAL LITIGATION ON ACCOUNT OF BUYERS' DEFAULT. BUYER AND SELLER BELIEVE SAID AMOUNT TO BE A FAIR ESTIMATE OF ACTUAL DAMAGES. (b) Seller's Default. IF SELLER DEF AUL TS HEREUNDER, BUYER SHALL HAVE ALL THE RIGHTS AND REMEDIES AVAILABLE AT LAW OR IN EQUITY. (c) Attorney's Fees and Costs. In the event oflitigation to enforce any ofthe terms or provisions herein, each party shall pay all its own costs and attorney's fees. 17. NOTICE TO BUYER. This form contains provisions for an agreement for the purchase and sale of real estate. The Seller makes NO WARRANTY OR REPRESENTATION OF ANY KIND that this form, or any of its provisions, is intended to meet the factual and legal requirements of a particular transaction, or that it accurately reflects that laws of the State of Washington at the time you enter the agreement. THIS AGREEMENT HAS SIGNIFICANT LEGAL AND FINANCIAL CONSEQUENCES AND YOU ARE ADVISED TO SEEK INDEPENDENT LEGAL AND FINANCIAL COUNSEL REGARDING THESE CONSEQUENCES. If you do not understand the effect of any part, consult your Attorney before SIgnIng. 18. NON-MERGER. The terms, conditions, and provisions of this Agreement shall not be deemed merged into the deed, and shall survive the Closing and continue in full force and effect. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 4 of 4 19. NOTICES. All notices required or permitted to be given hereunder shall be in writing and shall be sent U.S. certified mail, return receipt requested, or by facsimile transmission addressed as set forth below: (a) All notices to be given to Seller shall be addressed as follows: Mayor City of Bremerton 345 6th Street, Suite 600 Bremerton, Washington 98337-1873 (b) All notices to be given to Buyer shall be addressed as follows: Either party hereto may, by written notice to the other, designate such other address for the giving of notices as being necessary. All notices shall be deemed given on the day such notice is personally served, or on the date of the facsimile transmission, or on the third day following the day such notice is mailed in accordance with this paragraph. 20. ENTIRE AGREEMENT. This agreement, including all incorporated exhibits, constitutes the full understanding between seller and buyer. There have been no verbal or other agreements that modify this agreement. 21. BINDING EFFECT AND SURVIVAL. This Agreement shall be binding upon parties hereto and their respective heirs, successors and assigns; and the terms, conditions and provisions of this Agreement shall survive the closing of this transaction. 22. DATE OF MUTUAL ACCEPTANCE. For the purposes ofthis Agreement, the date of mutual acceptance of this Agreement shall be the last date on which the parties to this Agreement have executed this Agreement as indicated below. 23. EXPIRATION OF OFFER. Buyer shall have only until 5:00 p.m. on , to accept the purchase and sale agreement as written, by delivering a signed copy thereof to the Seller or the Seller's agent. If Buyer does not so deliver a signed copy within said period, this agreement shall lapse and all right of the parties hereunder shall terminate. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 5 of5 I J IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. SELLER: BUYER: THE CITY OF BREMERTON BEALKCO, INC. By: By: Cary Bozeman, Mayor Its: Dated: Dated: By: Its: Dated: APPROVED AS TO FORM: By: Roger A. Lubovich, City Attorney R:\LEGAL\Files\Current Active Files\Tracyton Watershed Sale\REPSA-Tracyton Property. doc REAL ESTATE PURCHASE AND SALE AGREEMENT Page 6 of6 - --- ---- ------ EXHIBIT A LEGAL DESCRIPTION SW Y4 NW Y4 EXC FDP BAT NW COR OF SD SEC TH S2057'05W 2778.15 FT TO Wl/4 COR OF SD SEC TH N89058'24E 560 FT TH N2057'05E /400 FT TO POB TH CONT N2057'05E 220 FT TH S89058'24W 220 FT TH S2057'05W 220 FT TH TH E TO POB TGW & SUBJ TO ESMTS EXCLUDED PROPERTY: [If sale is approved by City Council, Buyer will prepare legal at its expense for the excluded property] Map Layout Page I of I Kitsap County Parcel Search Legend Pa.rcels ~d!llktltK!i& Mllltlil'Y DISCLAIMER: This map is intended for display purposes only and is not intended for any legal representations. [Click here to Print] EXHIBIT B http://kcwppub3 .co .kitsap. wa. us/website/parcelsearchlpresentationlchameleonIPRINT .ASP?CMD... 9/26/2005