HomeMy WebLinkAbout200607280003
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After recording return to:
City of Bremerton
Attn: Office of Economic Dev.
345 6th Street #600
Bremerton, WA 98337
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TRANSNAil ON T lTLE I NS CO _ DEED $36 ,SS - " p, '
Legal Description (abbreviated): PORTION LOT 3, ALL OF LOTS 4 AND 5, BLOCK 1, AND PORTION
LOT 1, BLOCK 6, BAYVIEW ADDITION TO THE TOWN OF BREMERTON
Additional Legal on page: 2
Assessor's Tax Parcel 10#: 3709-001-003-0102
STATUTO.RX WARRANTY DEED
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THE GRANTOR(S) Chevron U.S.A. Inc.,'~ Pe~nsyl~ania Corporation, who acquired title as
Standard Oil Company, for and in consideration of Ten ($10.00) Dollars and other good and
valuable consideration in hand paid, conveys and warrants to City of Bremerton, a Washington
municipal corporation the following described real estate, situated in the County of Kitsap, State
of Washington: '
See Exhibit A attached hereto and made a part hereof.
Subject to: Those items specifically set forth on Exhibit "A" attached hereto.
Dated: Mav 15, 2006
SELLER:
KITSAP COUNTY TREASURER EXCISE
07/27/2006 ~
Initial~__~__
200~EX06678
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Chevron U.S.A. Inc., a Pennsylvania Corporation
Total : $10.00
Clerk's
State of Washinqton
SS:
County of
On this _ day of ,
Public in and for the State of Washinqton, duly a
, before me the undersigned, a Notary
mted and sworn personally appeared
to me known to be the
of / the
corporation that executed the 1"oregoir.1ginstrument and acknowledged the said instrument to be
the free and voluntary act and de of said corporation, for the uses and purposes therein
mentioned and on oath state at authorized to execute the said
instrument and that the s affixed (if any) is the corporate seal of said corporation.
Given under my hand official seal the day and year last above written.
Notary P ic in and for the State of
Residi at
My ppointment expires:
Statutory Warranty Deed
LPB-10 (7/97)
TRANSNATION TITLE INSURANCE COMPANY
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Reference: 20221384-101-HDF
Page 2 of 4
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TRANSNATION TITLE INS CO DEED $36.~~ Kitsap COI WA
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State of California
City of San Ramon
County of Contra Costa
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On May 18, 2006, before me, Simon Lee, aN otary Public in and for the State of California,
personally appeared Mark Dowd, personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he or she executed the within instrument in his or her authorized capacity,
and that by his or her signature on the within instrument, the person or the entity upon behalf of
which the person acted, executed the within instrument.
WITNESS my hand and official seal.
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.'~;;Il"', SIMON LEE.,
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TRANSNATION TITLE INS CO DEED $36.88 Kitsap Co! WA
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Exhibit A
LOTS 3, 4, AND 5, BLOCK 1, EXCEPT THE SOUTHEASTERLY 42 FEET OF SAID LOT 3, BAYVIEW
ADDITION TO THE TOWN OF BREMERTON, AS PER PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE
58, RECORDS OF KITSAP COUNTY, WASHINGTON;
AND
ALL THAT PORTION OF LOT 1, BLOCK 6, BAYVIEW ADDITION TO THE TOWN OF BREMERTON, AS
PER PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 58, RECORDS OF KITSAP COUNTY ,
WASHINGTON, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF BLOCK 4, SAID BAYVIEW ADDITION;
THENCE NORTH 37049' WEST ALONG THE SOUTHWESTERLY MARGIN OF HIGHLAND AVENUE,
133.53 FEET;
THENCE NORTH 23000' WEST ALONG THE SOUTHWESTERLY MARGIN OF HIGHLAND AVENUE, AS
ESTABLISHED BY ORDER OF VACATION BY THE CITY OF BREMERTON ORDINANCE NO. 146,
DATED OCTOBER 20, 1905, AND RECORDED IN VOLUME 45 OF DEEDS, PAGE 460,60.6 FEET TO
AN INTERSECTION WITH THE UNITED STATES MEANDER LINE OF SMITH'S BAY AND THE TRUE
POINT OF BEGINNING;
THENCE CONTINUING NORTH 23000' WEST ALONG THE SAID SOUTHWESTERLY MARGIN OF
HIGHLAND AVENUE, PROJECTED NORTHERLY, 105 FEET, MORE OR LESS, TO A POINT OF
INTERSECTION WITH A LINE 50 FEET DISTANT, MEASURED AT RIGHT ANGLES SOUTHEASTERLY,
FROM THE CENTERLINE OF THE EXISTING TRANSMISSION LINE CROSSING DYE'S INLET, THE
CENTERLINE OF SAID TRANSMISSION LINE DESCRIBED AS FOLLOWS:
COMMENCING AT A MONUMENT AT PACIFIC AVENUE AND ELEVENTH STREET, CITY OF
BREMERTON;
THENCE NORTH 0038' WEST ALONG THE CENTERLINE OF SAID PACIFIC AVENUE, A DISTANCE OF
778.42 FEET TO AN INTERSECTION WITH THE SAID CENTERLINE OF THE TRANSMISSION LINE
CROSSING, WHICH BEARS NORTH 44015' EAST;
THENCE, FROM SAID POINT ON THE SOUTHWESTERLY MARGIN OF HIGHLAND AVENUE
PROJECTED NORTHERLY, NORTH 44015' EAST PARALLEL TO AND 50 FEET DISTANT,
SOUTHEASTERLY FROM THE CENTERLINE OF SAID TRANSMISSION LINE, TO THE WATERS OF
DYE'S INLET;
THENCE IN A SOUTHERLY DIRECTION ALONG THE SHORE OF DYE'S INLET TO THE UNITED STATES
MEANDER CORNER BEING ALSO THE NORTHEAST CORNER OF LOT 4, BLOCK 1, SAID BAYVIEW
ADDITION;
THENCE SOUTH 62000' WEST ALONG THE MEANDER LINE TO AN INTERSECTION WITH THE
SOUTHWESTERLY MARGIN OF HIGHLAND AVENUE AND THE TRUE POINT OF BEGINNING;
EXCEPTING THEREFROM, A TRACT BOUNDED BY THE MARGINS OF HIGHLAND AVENUE, AS
ESTABLISHED ON ITS SOUTHWESTERLY SIDE, BY THE ABOVE MENTIONED CITY OF BREMERTON
ORDINANCE NO. 146, AND ON ITS NORTHEASTERLY SIDE BY THAT CERTAIN QUIT CLAIM DEED
DATED OCTOBER 9, 1905, FROM L. A. AND ELLEN BENDER AND ARTHUR AND O. BELVA FELLOWS
TO THE CITY OF BREMERTON, RECORDED IN VOLUME 46 OF DEEDS, PAGE 62, RECORDS OF
KITSAP COUNTY, PROJECTED NORTHWESTERLY THROUGH THE ABOVE DESCRIBED TRACT;
SITUATE IN THE CITY OF BREMERTON, COUNTY OF KITSAP, STATE OF WASHINGTON.
SUBJECT TO:
LOCAL IMPROVEMENT ASSESSMENTS, IF ANY, LEVIED BY THE CITY OF BREMERTON.
EASEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE: PUGET SOUND POWER AND LIGHT
PURPOSE: POWER LINE
ARE/.\, AFFECTED: A PORTION OF SAID PREMISES
RECORDED: MAY 26, 1970
RECORDING NO.: 975148
EASEMENT AND THE TERMS AND CONDITIONS THEREOF:
GRANTEE: CITY OF BREMERTON, A MUNICIPAL CORPORATION
PURPOSE: UNDERGROUND SEWER LINES AND APPURTENANCES
AREA AFFECTED: A PORTION OF SAID PREMISES
RECORDED: JULY 25, 1972
RECORDING NO.: 1026820
1111111111111111111111
TRANSNATION TITLE INS CO DEED $36.9&
200607280003
P i'lge : 4 of 5
~7/28/2~~6 ~9:~8A
Kitsi'lp COJ WA
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UNRECORDED LEASEHOLDS, IF ANY; RIGHTS OF VENDORS AND HOLDERS OF SECURITY
INTERESTS ON PERSONAL PROPERTY INSTALLED UPON THE LAND; AND RIGHTS OF
TENANTS TO REMOVE TRADE FIXTURES AT THE EXPIRATION OF THE TERM.
THE PROPERTY WILL BE USED FOR PARK AND RELATED USES AND MAY NOT BE USED FOR
ANY OTHER USES IF THE RISK OF THE PUBLIC'S EXPOSURE TO HARMFUL HAZARDOUS
SUBSTANCES IS INCREASED, UNLESS SUCH RISK IS APPROPRIATELY MITIGATED AT NO
COST TO GRANTOR. .
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TRANSNATION TITLE INS CO DEED $36.SS
200607280003
P <lge : 5 of 5
S7i28i2SS6 S9:S8A
Kit S<lp Co! WA
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TRANSNATION TITLE INSURANCE COMPANY
9619 Levin Road, NW, Silverdale, W A 98383
(360) 692-4556
BUYERS/BORROWERS CLOSING STATEMENT
FINAL
Buyer/BolTower:
City of Bremerton
Escrow No:
Close Date:
Proration Date:
Date Prepared:
20221384-101 HDF
07/27/2006
07/27/2006
07/27/2006
Property: 1310 Highland Avenue
Bremerton, W A 98337
TOTAL CONSIDERATION:
Total Consideration
Closing Funds
TITLE AND ESCROW CHARGES:
Title Insurance to Transnation Title Insurance Company
Escrow Sales Tax to Transnation Title Insurance Company
Title Sales Tax to Transnation Title Insurance Company
Escrow Fee to Transnation Title Insurance Company
RECORDING FEES:
Recording Fees to Transnation Title Insurance Company
$100.00,
2,438.84
1,187.50
63.64
102.13
740.00
34.00
Refund Due Buyer/Borrower
2,227.27
211.57
$2,438.84
2,438.84
Sub Totals
Totals
$2,438.84
R€ EI'v€
JUL 3 1
City 2006
City Of re
A.ftor. e ';1erton
.v s Of4'o
I lICe
Printed: 07/27/2006 10:04:11 PM
I'
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY OF BREMERTON AND CHEVRON U.S.A. INC.
This Fourth Amendment to the Purchase and Sale Agreement is entered into
between the City of Bremerton ("Buyer") and Chevron U.S.A. Inc. ("Seller") and amends
the Real Estate Purchase and Sale Agreement (the "Agreement") as previously amended
as follows:
1. Section 14. f. of the Agreement is amended to read:
f Buyer shall on or before July 26, 2008, provide Seller with
written Substantiationfrom the Washington Department of Ecology ("WDOE') that it
has approved a remedial approach for the Property that is substantially similar to that
approved for the Evergreen Expansion Project site, including the imposition of the
requirement that the deed to the Property limit the use of the Property to that of a City
Park, or upon such other written substantiation from WDOE as is acceptable to Chevron
in its complete discretion (Written Substantiation may include a preliminary or
conditional approval and not necessarily a Final Order). In the event that WDOE
ultimately refuses or is unable to provide Written Substantiation of approval to include
the Property under the auspices of the Evergreen Interim Agreed Order by amendment
upon the same or substantially similar terms or to approve an equivilant clean-up
strategy for the Property by July 26, 2008, City will notify Chevron of that fact and shall
upon written request by Chevron reconvey the Property to Chevron at no cost or expense.
In that event, Chevron acknowledges that under the Washington Model Toxics Control
Act, City may become liable for contamination present on the Property simply as the
result of holding title to the Property, and Chevron therefore agrees upon reconveyance
of the Property to indemnify, defend and hold City harmless from claims relating to the
environmental condition of the Property to the extent that such conditions are not the
result of the City's acts occurring during the period of its ownership of the Property.
2. No other terms of the Agreement as previously amended are amended by
this Fourth Amendment and all terms contained within the Agreement as previously
amended shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the date set forth below.
Buyer:
CITY OF BREMERTON
By: Cary Bozeman
Its: Mayor
Dated: July ,2006
By: Frank G. Sole6'
Its: ASSIS'fOnt ~ecreta(y
Dated: July ,2006
APPROVED AS TO FORM:
By:
Roger A. Lubovich, City Attorney
.~
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY OF BREMERTON AND CHEVRON U.S.A. INC.
This Fourth Amendment to the Purchase and Sale Agreement is entered into
between the City of Bremerton ("Buyer") and Chevron U.S.A. Inc. ("Seller") and amends
the Real Estate Purchase and Sale Agreement (the "Agreement") as previously amended
as follows:
1. Section 14. f. of the Agreement is amended to read:
f Buyer shall on or before July 26, 2008, provide Seller with
written Substantiation from the Washington Department of Ecology (" WDOE") that it
has approved a remedial approach for the Property that is substantially similar to that
approved for the Evergreen Expansion Project site, including the irrzposition of the
requirement that the deed to the Property limit the use of th'e Property to that of a City
Park, or upon such other written substantiation from WDOE as is acceptable to Chevron
in its complete discretion (Written Substantiation may include a preliminary or
conditional approval and not necessarily a Final Order). In the event that WDOE
ultimately refuses or is unable to provide Written Substantiation of approval to include
the Property under the auspices of the Evergreen Interim Agreed Order by amendment
upon the same or substantially similar terms or to approve an equivilant clean-up
strategy for the Property by July 26, 2008, City will notify Chevron of that fact and shall
upon written request by Chevron reconvey the Property to Chevron at no cost or expense.
In that event, Chevron acknowledges that under the Washington Model Toxics Control
Act, City may become liable for contamination present on the Property simply as the
result of holding title to the Property, and Chevron therefore agrees upon reconveyance
of the Property to indemnify, defend and hold City harmless from claims relating to the
environmental condition of the Property to the extent that such conditions are not the
result of the City's acts occurring during the period of its ownership of the Property.
2. No other terms of the Agreement as previously amended are amended by
this Fourth Amendment and all terms contained within the Agreement as previously
amended shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment on the date set forth below.
Buyer:
g~
By: Cary Bozeman
Its: Mayor
Dated: JulyJ ({ , 2006
Seller:
CHEVRON U.S.A. INC.
By:
Its:
Dated: July ,2006
APPROVED AS TO FORM:
By rv{j[p t
Roger A. Lbbovich, City 'Attorney
By:
Jon N. Robbins-Senior Counsel
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN
THE CITY OF BREMERTON'AND CHEVRON U.S.A. INC.
This Third Amendment to Purchase and Sale Agreement is entered into between the
CITY OF BREMERTON (Buyer) and CHEVRON U.S.A. INC. (Seller) and amends
the Real Estate Purchase and Sale Agreement as previously amended as follows:
A. Section 4 of the Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of June 12,2006," to "no later than the date of
July 27,2006."
B. Section 12 of the Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of June 12,2006," to "no later than the date of
July 27,2006."
C. No other terms of the Purchase and Sale Agreement as previously amended are
amended by this agreement and all terms contained within said Real Estate
Purchase and Sale Agreement as previously amended shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date
set forth below.
SELLER:
CHEVRON U.S.A. INe.
By: Car ozeman
Its: Mayor
Dated: ~ -.:17-0 ~
By:
Its:
Dated:
APPROVED AS TO FORM:
R:\Legal\Legal\Files\Current Active Files\Chevron Property Purchase\3rd Amendment to REPSA.doc
1
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN
THE CITY OF BREMERTON AND CHEVRON U.S.A. INC.
This Third Amendment to Purchase and Sale Agreement is entered into between the
CITY OF BREMERTON (Buyer) and CHEVRON U.S.A. INC. (Seller) and amends
the Real Estate Purchase and Sale Agreement as previously amended as follows:
A. Section 4 of the Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of June 12,2006," to "no later than the date of
July 27,2006."
B. Section 12 of the Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of June 12,2006," to "no later than the date of
July 27,2006."
C. No other terms of the Purchase and Sale Agreement as previously amended are
amended by this agreement and all terms contained within said Real Estate
Purchase and Sale Agreement as previously amended shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date
set forth below.
BUYER: ~
CITY OF BRE . ~
~V V --
By: Cary Bozeman
Its: Mayor
Dated: It" -d -J - /) &
SELLER:
/ZVRON.U.S.A. INe.
~lcq ~~
By: FIl'~fl'il1k G. Soiell'
Its: Assistant Secretary
Dated:,Ju lLj I\?, :lfl00
, ,
APPROVED AS TO FORM:
~- ~-.
BY~ ..~~
Roger" . Lubovich, City Attoru~
R:\Legal\Legal\Files\Current Active Files\Chevron Property Purchase\3rd Amendment to REPSA.doc
1
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
BETWEEN THE CITY OF BREMERTON AND CHEVRON U.S.A. INC.
This Second Amendment to Purchase and Sale Agreement is entered into between the
CITY OF BREMERTON (Buyer) and CHEVRON U.S.A. INC. (Seller) and amends
the Real Estate Purchase and Sale Agreement as previously amended as follows:
A. Section 4 of the Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of June 1,2006," to "no later than the date of
June 12,2006."
B. Section 12 ofthe Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of June 1,2006," to "no later than the date of
June 12,2006."
C. No other terms of the Purchase and Sale Agreement as previously amended are
amended by this agreement and all terms contained within said Real Estate
Purchase and Sale Agreement as previously amended shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date
set forth below.
SELLER:
lHEVRON U.S.A. INC. /"
~L~-
By: frank G SolelJ'
Its: ~slont Secretary
Dated: S J.CO ~
/
BUYER:
CITY OF BREMERTON
By: Cary Bozeman
Its: Mayor
Dated:
APPROVED AS TO FORM:
By:
Roger A. Lubovich, City Attorney
R:\Legal\Legal\Files\Current Active Files\Chevron Property Purchase\l st Amendment to REPSA.doc
1
SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
. .
BETWEEN THE CIl'YOFBREMERTONAND CHEVRONU.S.A.JNC.
This Second Am~ndment to Purchase and S;11e Agreement. isen.~ered into between the
CITY OFBREMERTON H.luyer) and CHEVR6N U;S.A. me. (Sellet)anclamends
the ReaLEstatePurchase and. Sale Agreementas previously amended as follows:
A. S~ctiOIl 4 ofth'ePllrchaseandSaIeAgreerilentis anlerided tochang~ .thecJosing
dateft-om ttnolaterthanthe,dateofJunel,2006,"to '!no later than the date of
June 12,2006."
B. Section 1:2 of the Purchase and Sale Agreement is amended to change the C19sing
date froril"no later than thedateofJune I, 2006/'{0 "no later thall the date of
June 12,2006,"
C. No;other tetms'ofihe'Purcliase and Sale Agreement as previouslyameri.de&are
amendedbythisagreel11entand all terms contained within. said RearEstate
Purch~se#ld Sale Agreement as previo'llslyamendedshallremaill ihfuiiforce
and effect
IN WITNESS.WHEREOP ,the' partleshereto<haveexecuted.thisAmendment onthe'date
set fortllb.elow. .
BUYER:
aB~
SELLER:
CHEVRONU:S.A.INC.
By: CaryBozeman
Its: Mayor
Dated:5~ ,{Ie.?. OC..,
By:
Its:
Dated:
APPROVED AS TO FORM:
...---~_.".-=:-:~::.~"""~,,,:"''''''-~
B., / "-'~--"-- ---"'::::,,0
Roger . Lubovid1;City :A:ffi5I'ire-y"""'::>
R:\Lcgal\Legal\FileS\C\lrrerit.AC~~;,fiJ
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN
THE CITY OF BREMERTON AND CHEVRON U.S.A. INC.
This First Amendment to Purchase and Sale Agreement is entered into between the
CITY OF BREMERTON (Buyer) and CHEVRON U.S.A. INC. (Seller) and amends
the Real Estate Purchase and Sale Agreement as follows:
A. Section 4 of the Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of April 28, 2006," to "no later than the date of
June 1,2006."
B. Section 12 ofthe Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of April 15, 2006," to "no later than the date of
June 1,2006."
C. Section 21 of the Purchase and Sale Agreement is amended to change the address
for notice to Buyer from 239 Fourth Street to 345 6th Street, Suite 600.~
D. No other terms of the Purchase and Sale Agreement are amended by this
agreement and all terms contained within said Real Estate Purchase and Sale
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date
set forth below.
SELLER:
CHEVRON U.S.A. INC.
By: ary Bozeman
Its: Mayor
Dated: 3 - J..r - of-.
By:
Its:
Dated:
APPROVED AS TO FORM:
~<~~ ~
:o~e A. Lubovich, City Att~t,; -
~
R\Legal\Legal\Files\Current Active Files\Chevron Property Purchase\l st Amendment to REPSA.doc
1
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT BETWEEN
THE CITY OF BREMERTON AND CHEVRON U.S.A. INC.
This First Amendment to Purchase and Sale Agreement is entered into between the
CITY OF BREMERTON (Buyer) and CHEVRON U.S.A. INC. (Seller) and amends
the Real Estate Purchase and Sale Agreement as follows:
A. Section 4 of the Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of April 28, 2006," to "no later than the date of
June 1,2006."
B. Section 12 of the Purchase and Sale Agreement is amended to change the closing
date from "no later than the date of April 15, 2006," to "no later than the date of
June 1,2006."
e. Section 21 of the Purchase and Sale Agreement is amended to change the address
for notice to Buyer from 239 Fourth Street to 345 6th Street, Suite 600.
D. No other terms of the Purchase and Sale Agreement are amended by this
agreement and all terms contained within said Real Estate Purchase and Sale
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date
set forth below.
BUYER:
CITY OF BREMERTON
SELLER:
CHEVRON U.S.A. INe.
By: Cary Bozeman
Its: Mayor
Dated:
APPROVED AS TO FORM:
By:
Roger A. Lubovich, City Attorney
R:\Legal\Legal\Files\Current Active Files\Chevron Property Purchase\lst Amendment to REPSA.doc
1
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered
into by and between the City of Bremerton, a Washington municipal corporation ("Buyer") and
CHEVRON U.S.A. INC., a Pennsylvania corporation ("Seller").
RECITALS
WHEREAS, Seller desires to sell, and Buyer desires to purchase, certain real property
located along Sheldon Boulevard in the City of Bremerton, State of Washington, comprised of
approximately 1.5 acres of land (the "Property"); and
WHEREAS, Seller's predecessor, Standard Oil Company of California, operated a bulk
fuel storage and distribution plant on the Property and an adjacent dock from approximately
1950 through 1988; and
WHEREAS, in approximately 1989, motor fuel hydrocarbon contamination was
discovered to be present on the Property in soil and groundwater, which was caused by or
resulted from Seller's operations on the Property; and
WHEREAS, since Seller's discovery of contamination on the Property, it has been
actively engaged in remedial and monitoring activities on the Property; and
WHEREAS, other real property located adjacent to the Property was formerly used by
others for commercial and light industrial purposes, including fuel storage and maintenance
operations, which uses resulted in the release of petroleum hydrocarbon contamination into the
soil and groundwater at those sites; and
WHEREAS, Buyer acquired most of the real property located adjacent to the Property
and to Evergreen Park and following the demolition of improvements located on the adjacent
property incorporated the property as part of an expansion of Evergreen Park (the "Evergreen
Expansion Project"); and
WHEREAS, Buyer entered into an Agreed Order (No. DE OOTCPNR-835) with the
State of Washington Department of Ecology ("WDOE"), which Order required that Buyer
perform certain agreed upon remedial activities directed at remediating contamination identified
and located within the Evergreen Expansion Project area, to levels acceptable to the WDOE but
in excess of the Method "A" Residential Cleanup Levels for Soil established by WAC 173-340-
740. Buyer further agreed to limit the uses of the property included within the Evergreen
Expansion Project area to activities that are consistent with the requirements of the Interim
Action Work Plan approved by WDOE for the property located within the Evergreen Expansion
Project; and
PURCHASE AND
SALE AGREEMENT
March 7, 2006
-1-
WHEREAS, Buyer and Seller agree that the hazardous substances present on the
Property are substantially similar in character and concentration to the hazardous substances
that were and are present on the property comprising the Evergreen Expansion Project, such
that the scope of the Interim Remedial Action previously performed by Buyer at the Evergreen
Expansion Project could appropriately be applied to the remediation of hazardous substances
on the Property, if the Property was subject to the same use restrictions as are applied to
Evergreen Park; and
WHEREAS, Seller has expressed its concern to Buyer, that it can not give up
possession, ownership and control of the Property due to its environmental condition, without
some assurances and guarantees that the hazardous substances present on the Property are
going to be remediated to the above-referenced Method "A" residential standards, or in the
alternative to less stringent standards permitted and approved by WDOE.
TERMS AND CONDITIONS
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:
1. 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 real
property as more particularly described on Exhibit "A" (the "Property").
2. Consideration For Purchase. The Buyer shall provide the following consideration
to Seller for the Property:
a. The Buyer shall assume the "Assumed Responsibilities" as defined and on the terms
and conditions set forth in Section 5, below.
b. The Buyer shall pay Seller the sum of One Hundred Dollars ($100.00).
3. Environmental Contamination: The parties recognize that the Property is now the
subject of a Department of Ecology action to address the presence of hazardous substances in
groundwater and soil. The parties note that the nature and extent of the hazardous substances
on the Property is set forth in the following reports (the "Reports"). A list of the Reports is
attached hereto as Exhibit "B":
4. Title to Property. Seller shall convey to Buyer at the Closing which shall occur no
later than the date of April 28, 2006 (the "Closing Date"), insurable fee simple title free and clear
of all encumbrances except the Permitted Exceptions, as defined below, by execution and
delivery of a Statutory Warranty Deed to the Property in a form acceptable to Buyer but which
include a statement limiting the use of the Property to that of a City park (the "Deed"). Buyer
understands and agrees that the remediation of the hazardous substances may require certain
deed restrictions recorded against title to the Property.
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SALE AGREEMENT
March 7, 2006
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4.1 Seller and Buyer shall share equally the cost of a standard form title insurance
policy naming Buyer as the insured (the "Title Commitment") Seller shall cause to be
furnished to Buyer legible true copies of all instruments referred to in the Title Commitment as
restrictions or exceptions to title to the Property
4.2 Buyer may commission an AL TA survey of the Property at Buyer's sole expense. If
Buyer elects to commission a survey, Buyer shall provide Seller a copy of the survey. In any
event, the delivery of the survey shall not delay Closing.
4.3 Buyer shall have until thirty (30) days after execution of this Agreement by both
parties, (the "Review Period") in which to notify Seller of any objections Buyer has to any
matters shown or referred to in the Title Commitment or the Survey. Any exceptions or other
items that are set forth in the Title Commitment or the Survey and to which Buyer does not
object within the Review Period shall be deemed to be permitted exceptions (the "Permitted
Exceptions"). With regard to items to which Buyer does object within the Review Period, Seller
shall notify Buyer within ten (10) days after Seller receives Buyer's notice of objections of any
exceptions to title which Seller is not able to remove or otherwise resolve, and Buyer may at
Buyer's option either (i) waive its objections to such exceptions or (ii) terminate this Agreement
without further to either party. Encumbrances, liens and exceptions found to be unacceptable to
Buyer shall be discharged by Seller at least ten (10) days prior to Closing.
4.4 The Seller represents and warrants that there are no leases affecting the Property.
5. Environmental Responsibilities Assumed by Buyer. After the Closing Date (as
defined below), Buyer shall be responsible for the following "Assumed Responsibilities" relating
specifically to hazardous substances that are identified in the Reports and which (i) are located
at, on and/or under the Property immediately prior to and after the Closing Date, and/or (ii) are
located at, on and/or under Adjoining Properties immediately prior to and after the Closing Date
that originated on the Property. The term "Adjoining Properties" shall mean the properties that
share a common boundary with the Property. The Assumed Responsibilities are as follows:
a. Compliance at, on and/or under the Property and/or Adjoining Properties with applicable
soil, groundwater, and surface water cleanup levels promulgated under the Model
Toxics Control Act or other applicable environmental regulations and relating to the
hazardous substances described in this Section 5 ("Environmental Regulations";
b. Compliance at, on and/or under the Property and/or Adjoining Properties with applicable
sediment cleanup levels promulgated under the Sediment Management Standards or
other applicable Environmental Regulations and relating to the hazardous substances
described in this Section 5;
c. Claims by third parties relating to costs incurred after the date of closing to investigate
or remediate the hazardous substances described in this Section 5. The claims by third
parties for expenses incurred before the Closing Date are specifically excluded from
Assumed Responsibilities. The term "incurred" means to have actually expended
funds or be legally obligated to pay for services provided. For example, if a consultant
of a third party did work prior to and after closing then Seller would be obligated for the
charges for work done prior to closing and Buyer would be obligated for charges for
work performed after closing;
PURCHASE AND
SALE AGREEMENT
March 7, 2006
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d. Claims by third parties for personal injury and property damage arising after the Date of
Closing associated with hazardous substances described in this Section 5. The claims
by third parties for personal injury and property damages arising before the Closing
Date are specifically excluded from Assumed Responsibilities incurred prior to the
Closing Date. The term "arising" means that point in time when the damage
complained of is sustained and not when causes are set in motion which ultimately
produce the damage to person or property;
e. Natural Resource Damages Claims or similar claims for damages which arose after the
Closing Date asserted by any Native American Tribe, federal agency or state agency for
contamination or degradation of natural resources relating to hazardous substances
described in this Section 5.;
f. With regard to claims, it is the intention of the parties to divide responsibility for claims
as of the date of closing. The parties recognize that some claims will be clearly pre-
closing, some claims will be clearly post-closing and some claims will require allocation
as between pre and post closing.
g. If at any time following the transfer of the Property from Seller to Buyer it becomes
necessary for any reason to demolish or remove the dock facility and associated pilings
and dolphins located adjacent to the Property at Smith Cove which were previously
operated by Seller as an adjunct facility to its fuel distribution and storage operations
conducted on the Property, Buyer specifically assumes the sole responsibility for the
demolition and removal of such structures at its sole cost and expense.
h. Buyer specifically assumes the sole responsibility, as part of its future development and
incorporation of the Property as part of Evergreen Park, to take appropriate action to
prevent and inhibit the future erosion and possible release of contamination from that
portion of the property located adjacent to Smith Cove into the water at Smith Cove.
I. Buyer specifically agrees that the uses of the Property will not change from those of
park related uses if the risk of the public's exposure to harmful hazardous substances is
increased, unless such risk is appropriately mitigated.
5.1 The definition of Assumed Responsibilities set forth in Section 5 is agreed to be
complete, comprehensive and exhaustive. The parties agree that the Buyer shall not be
deemed to have assumed additional responsibilities that are not expressly enumerated herein.
The term "hazardous substances", as used in this paragraph 5, shall mean any substance
heretofore or hereafter designated as hazardous under the Resource Conservation and
Recovery Act, 42 U.S.C. Sec. 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C.
Sec. 1257 et seq.; the Clean Air Act, 42 U.S.C. Sec. 2001 et seq.; the Comprehensive
Environmental Response Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601 et seq.;
or the Hazardous Waste Cleanup-Model Toxic Control Act, RCW 70.1050 all as amended and
subject to all regulations promulgated there under.
5.2 Buyer shall forever, save, defend, hold harmless and indemnify the Seller, Seller's
subsidiaries and affiliates, directors and employees, insurers and agents from:
a. Any claims, demands, penalties, causes of action, attorney fees, consultant fees or
PURCHASE AND
SALE AGREEMENT
March 7, 2006
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other costs (the "Costs") arising from or related to the Assumed Responsibilities.
b. Any third party claims or suits relating to the presence of hazardous substances on the
Property and in sediments in Smith Cove, excluding claims by third parties for personal
injury and property damage which arose prior to the Closing Date as set forth at Section
5 d. above
c. Any responsibility to comply with any requirements imposed by any government agency
with jurisdiction over the Property, including WDOE, relating to hazardous substances.
6. Environmental Responsibilities Retained by Seller. Buyer's Assumed
Responsibilities specifically exclude, and the Seller's "Retained Responsibilities" include, all
environmental obligations, liabilities and responsibilities not expressly listed in Section 5, above,
including without limitation the following potential claims and/or conditions:
a. Requirements of applicable Environmental Regulations for investigation and/or cleanup
of hazardous substances that may have come to be located elsewhere as the result of
the past sale, transportation or disposal of said hazardous substances by Seller or
anyone that acted on Seller's behalf.
b. Claims by third parties relating to hazardous substances that have come to be located
elsewhere by mechanisms including but not limited to the past sale, transportation or
disposal of said hazardous substances by Seller or anyone that acted on Seller's
behalf. .
c. Any costs incurred by the Seller or its affiliates, parent companies, partners, consultants,
representatives and agents relating to hazardous substances or the allegation of
hazardous substances located at, on and/or under the Property and/or Adjoining
Properties.
d. Any claims or portions of claims by third parties relating to costs incurred prior to the
Closing Date and relating to hazardous substances or the investigation thereof located
at, on and/or under the Property and/or Adjoining Properties.
e. The "hazardous substances", as used in this paragraph 6 shall mean any substance
heretofore or hereafter designated as hazardous under the Resource Conservation and
Recovery Act, 42 U.S.C. Sec. 6901 et seq.; the Federal Water Pollution Control Act, 33
U.S.C. Sec. 1257 et seq.; the Clean Air Act, 42 U.S.C. Sec. 2001 et seq.; the
Comprehensive Environmental Response Compensation and Liability Act of 1980, 42
U.S.C. Sec. 9601 et seq.; or the Hazardous Waste Cleanup-Model Toxic Control Act,
RCW 70.1 05D all as amended and subject to all regulations promulgated thereunder.
PURCHASE AND
SALE AGREEMENT
March 7, 2006
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6.1 Seller shall forever, save, defend and hold harmless the Buyer, its
commissioners, employees, insurers and agents from any claims, demands, penalties, causes
of action, attorney fees, consultant fees or other costs (the "Costs") arising from or related to
the Retained Responsibilities. The Buyer shall promptly notify the Seller of any such Costs and
thereafter reasonably cooperate with Seller in Seller's defense of any such Costs.
7. Inspection and Condition of Property. The Property has been carefully inspected
by Buyer, and Buyer finds it acceptable for its intended uses as an addition to Evergreen Park.
Except as may be otherwise provided herein (including without limitation the provisions included
in Sections 5 and 6, above) and as contained in the Reports, Buyer hereby accepts the
Property in the condition existing on the date it executes this Agreement and confirms that
neither the Seller nor any agent or representative of the Seller has given or made any warranty
or representation whatsoever concerning the physical condition thereof or its suitability for the
uses or purposes to which the same may now or hereafter be placed.
8. Seller's Representations and Warranties. Seller represents and warrants to Buyer
the following:
8.1 Seller represents and warrants that to the best of Seller's knowledge and belief the
Reports when taken collectively accurately set forth the environmental condition of the Property
and accurately set forth the presence of hazardous substances that are on, in, under, have
migrated from, are migrating from, or in the soil and groundwater of the Property. The term
"hazardous substances", as used herein, shall mean any substance heretofore or hereafter
designated as hazardous under the Resource Conservation and Recovery Act, 42 U.S.C. Sec
6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. Sec. 1257 et seq.; the Clean
Air Act, 42 U.S.C. Sec. 2001 et seq.; the Comprehensive Environmental Response
Compensation and Liability Act of 1980, 42 U.S.C. Sec. 9601 et seq.; or the Hazardous Waste
Cleanup-Model Toxic Control Act, RCW 70.1 05D all as amended and subject to all regulations
promulgated thereunder.
8.2. Seller has delivered, or will deliver to Buyer within 2 days of execution of this
Agreement, full and complete copies of (1) any existing surveys, geological reports, tests, and
hazardous materials reports or investigations of the Property and (2) all government permits,
licenses and approvals, any existing appraisals of the Property or any portions thereof, and any
studies or other reports or information in the possession of Seller which pertain in any way
whatsoever to the Property, including without limitation, the condition thereof and/or any present
or potential development and/or use of the Property (all of which items in this clause being
collectively, the "Development Documents").
8.3 The condition of the Property for Buyer's contemplated use shall meet the approval
of Buyer, in Buyer's sole discretion, to be determined by Buyer and approved or rejected on or
before forty-five (45) days after the date of execution of this Agreement (the "Due Diligence
Period"). During the Due Diligence Period, Buyer, its designated representatives, attorneys and
auditors or agents, shall have the right at Buyer's expense to (i) conduct an inspection of the
Property; (ii) obtain further environmental assessments of the Property; (iii) examine all records
and information in the possession Seller or any property manager or other agent of Seller
pertaining to past, present or future construction, condition and operation of the Property (the
PURCHASE AND
SALE AGREEMENT
March 7, 2006
-6-
"Records"), and (iv) make copies of the Records, at Buyer's own expense, during business
hours and upon reasonable notice to Seller.
8.4 Buyer, its designated representatives or agents shall have the right upon
reasonable notice and during reasonable hours to enter the Property and conduct
environmental, structural and civil investigations of the Property. The inspection of the Property
shall not physically damage the Property or unreasonably interfere with the usual operation of
the Property by Seller.
8.5 If Buyer concludes that the Property fails to meet Buyer's standards in Buyer's sole
discretion, Buyer may terminate this Agreement upon written notice to Seller on or before the
expiration of the Due Diligence Period. If no notice is given by Buyer to Seller waiving or
satisfying the contingencies in this Section prior to the end of the Due Diligence Period, Buyer
will be deemed to have terminated this Agreement and neither party shall have any further
obligation to the other hereunder.
8.6 From and after the date of execution hereof, unless this Agreement is terminated in
accordance with its terms, Seller shall not, without the prior written consent of Buyer: (i) enter
into any agreement, contract, commitment, lease or other transaction that affects the Property
in any way; provided that Seller may enter into any service or maintenance contracts with terms
expiring on or prior to the Closing Date, or (ii) sell, dispose of or encumber any portion of the
Property.
8.7 There are no other contracts or agreements in force or effect for sale of all or any
portion of the Property, and Seller agrees not to enter into any such contracts or agreements
between the date hereof and Closing.
8.8 There is no action, suit, investigation or proceeding (administrative or otherwise)
pending or threatened against or affecting the Property or any portion of it, the transactions
contemplated hereby, or which might affect the right of Buyer to own, operate, develop or
possess the Property or which might have a material effect on the business of the Property or
result in any liability of Buyer with respect thereto.
8.9 There is no pending or threatened dispute or action concerning the boundaries of
the Property as currently utilized by Seller.
8.10 Except as previously disclosed, and identified and discussed in the Reports
relating to the presence of hazardous substance both on and originating from the Property,
Seller has no knowledge of any latent defects in the Property which would not be discovered in
a normal non-invasive inspection of the Property or which has not been discussed in the
Reports.
8.11 Seller's execution, delivery and consummation of this Agreement shall not result in
any default or violation of any agreement or law by which Seller is bound or which will result in
any lien, charge or encumbrance on the Property.
8.12 All persons and entities supplying labor, materials and equipment to the Property
have been paid and there are no claims of liens or service contracts applicable to the Property.
PURCHASE AND
SALE AGREEMENT
March 7, 2006
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8.13 The representations, warranties, hold harmless and indemnification contained
herein are a material and negotiated part of the consideration provided by Seller to Buyer and
were an inducement to Buyer to enter into this transaction. The representations, warranties,
hold harmless and indemnification contained herein shall not merge into the deed or any other
document provided to Buyer but, rather, shall survive the closing of the transaction
contemplated herein and be and remain separate and enforceable beyond the closing. Seller
shall indemnify, defend and hold Buyer harmless from and against any cause, claim, loss,
damage or expense, including attorneys' fees, which Buyer suffers as a result of a breach of
the representations, warranties and covenants contained in this Agreement. It is expressly
agreed and understood that the effect of the representations and warranties made in this
Agreement shall not be diminished or deemed to be waived by any inspections, tests,
investigations, or discoveries made by Buyer or its agents.
9. Buyer's Authority. Buyer hereby represents and warrants that Buyer is a
Washington municipal corporation duly organized, validly existing and in good standing under
the laws of the State of Washington. Buyer has full right, power and authority to execute this
Agreement. No other authorizations or approvals, whether of governmental bodies or
otherwise, will be necessary in order for Buyer to enter into this Agreement.
10. Buyer Contingencies. Buyer's obligations under this Agreement are subject to
satisfaction of the following conditions precedent:
a. Buyer shall advise Seller in writing pursuant to Section 4.3 what exceptions to
title, if any, will be accepted by Buyer. Only those exceptions approved in writing by Buyer shall
constitute "Permitted Exceptions". If Seller shall fail to remove any such objectionable
exceptions from title prior ten (10) days before the Closing Date, and Buyer is unwilling to take
title subject thereto, Buyer shall have the right to terminate this Agreement without further
obligation to either party.
b. Seller's representations and warranties set forth herein shall be true, correct
and complete as of the Closing and shall be deemed automatically reaffirmed on the Closing
Date as true and correct.
c. The foregoing conditions contained in this Section 10 are intended solely for
the benefit of Buyer. If any of the foregoing conditions are not satisfied, Buyer shall have the
right, at its sole election, either to waive the condition in question and proceed with the
purchase or, in the alternative, to terminate this Agreement, without further obligation to either
party.
11. Escrow. Upon execution of this Agreement, the parties hereto shall deposit an
executed counterpart of this Agreement with Trans Nation Title Insurance Company of
Bremerton, Washington (the "Escrow Holder") and this Agreement shall serve as the
instructions to Escrow Holder for, consummation of the purchase and sale contemplated hereby.
Seller and Buyer agree to execute such additional and supplemental escrow instructions as
may be appropriate to enable the Escrow Holder to comply with the terms of this Agreement;
provided, however, that in the event of any conflict between the provisions of this Agreement
and any supplemental escrow instructions, the terms of this Agreement shall control.
PURCHASE AND
SALE AGREEMENT
March 7, 2006
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12. Closing. The closing hereunder (the "Closing") shall be held and delivery of all
items to be made at the Closing under the terms of this Agreement shall be made at the offices
of Escrow Holder no later than the date of April 15, 2006, or such other date as Buyer and
Seller may mutually agree in writing. Such date may not be otherwise extended without the
written approval of Seller and Buyer, except as otherwise provided in this Agreement. All
documents shall be deemed delivered on the date the Deed is recorded.
12.1 In the event the Closing does not occur on or before the Closing Date, Escrow
Holder shall, unless it is notified by both parties to the contrary, return to the depositor thereof
items which may have been deposited hereunder. Any such return shall not, however, relieve
either party hereto of any liability it may have for its wrongful failure to close.
13. Documents to be Delivered by Seller for Closing. On or prior to the Closing
Date, Seller shall deposit with Escrow Holder, the following:
a. The Deed duly executed and acknowledged by Seller, which includes use
limitations restricting the use of the Property to that of a City park, together with a duly signed
real estate excise tax affidavit;
b. A standard owner's policy of title insurance with liability in the amount of
$1,000,000.00, naming the Buyer as the insured;
c. Seller's portion of all costs and fees as provided for in Section 15.
d. Any reconveyance documents required to eliminate of record any existing
deeds of trust and other security instruments which are a lien on the Property;
e. Such resolutions, authorizations, certificates, court orders or other documents
or agreements relating to Seller, as shall be reasonably required in connection with this
transaction;
f. Any other documents, instruments, data, records, correspondence or
agreements called for hereunder which have not previously been delivered;
g. Such other instruments as are reasonably required by Escrow Holder or
otherwise required to close the escrow and consummate the purchase of the Property in
accordance with the terms hereof; and,
14. Documents to be Delivered by Buyer for Closing. On or before the Closing
Date, Buyer shall deposit with Escrow Holder the following:
a. The Buyer's portion of costs and fees as set forth in Section 15;
b. Written approval of the Deed;
PURCHASE AND
SALE AGREEMENT
March 7, 2006
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c. Such resolutions, authorizations, certificates, court orders or other documents
or agreements relating to Buyer, as shall be reasonably required in connection with this
transaction;
d. Any other documents, instruments, data, records, correspondence or
agreements called for hereunder which have not previously been delivered; and
e. Such other instruments as are reasonably required by Escrow Holder or
otherwise required to close the escrow and consummate the purchase of the Property in
accordance with the terms hereof; and
f. Written substantiation from the WDOE that it has approved a remedial
approach for the Property substantially similar to that approved for the Evergreen Expansion
Project site, including the imposition of the requirement that the deed to the Property limit the
use of the Property to that of a City park.
15. Prorations. All revenues and all expenses of the Property, including but not limited
to, real property taxes, special assessments, rents, water, sewer and utility charges, amounts
payable under the Agreement, annual permits and/or inspection fees (calculated on the basis of
the respective periods covered thereby), and any other expenses normal to the ownership, use
operation and maintenance of the Property shall be prorated as of 12:01 a.m. on the Closing
Date.
16. Costs and Expenses Paid at Closing. The Buyer shall pay the cost of the
premium for any extended owner's policy of title insurance it may desire to secure, all
applicable real estate excise taxes, and the cost of any other documentary or other transfer
taxes applicable to the sale. The escrow fee and costs of recording shall be paid split equally
by the parties. Each party shall bear its own attorneys' fees for negotiating and drafting this
Agreement.
17. Possession. Possession of the Property shall be delivered by Seller to Buyer on
the Closing Date.
18. Default and Remedies. 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 Buyer or Seller, then the other party 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 the other party.
19. Litigation. 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
PURCHASE AND
SALE AGREEMENT
March 7, 2006
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judgment. The reasonableness of such costs and attorneys' fees shall be determined by the
court and not a jury.
20. 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, the party that incurred such
a fee or obligation shall be solely responsible for the payment thereof.
21. 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 facsimile, 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:
Chevron Business and Real Estate Services
Real Estate Downstream Properties
6001 Bollinger Canyon Road, A-1340
San Ramon, CA 94583
Attention: Mr. Charles Whiteneck
Buyer at:
City of Bremerton
Attn: Office of Economic Development
239 4th Street
Bremerton, W A 98337
With a copy to:
City Attorney
345 6th Street,#600
Bremerton, WA 98337
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 Property is closed, the expiration of the period
shall be extended to the first day thereafter in which any such recording office is open.
22. Amendment. No modification, termination or amendment of this Agreement may
be made except by written agreement signed by all parties.
23. Waiver. 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 herein 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,
PURCHASE AND
SALE AGREEMENT
March 7, 2006
-11-
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.
24 Survival. All provisions of this Agreement which involve obligations, duties or rights
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 and separately
enforceable as a contract.
25 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.
26. Severability. In case anyone 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.
27. 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.
28. 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.
29. 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.
30. Governing Law. 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 Kitsap County, Washington.
31. Time of Performance. Time is specifically declared to be of the essence of this
Agreement and of all acts required to be done and performed by the parties hereto.
32. Mutual Release. Except as specifically noted herein, the Buyer and the Seller do
hereby forever release and discharge each other and each other's respective employees and
agents from any and all claims each has against the other which (i) relate to the Property and
(ii) which arise prior to the date of Closing. This release shall not extend to any claims under
the terms and conditions of this Agreement.
PURCHASE AND
SALE AGREEMENT
March 7, 2006
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33. Entire Agreement. The entire agreement between the parties hereto is contained
in this Agreement; and this Agreement supersedes all of their previous understandings and
agreements, written and oral, with respect to this transaction. Neither the Seller nor the Buyer
shall be liable to the other for any representations made by any person concerning the Property
or regarding the terms of this Agreement except to the extent that the same are expressed in
this Agreement. This Agreement may be amended only by written instrument executed by the
Seller and the Buyer subsequent to the date hereof, and approved by the City Council for the
City of Bremerton.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
THIS AGREEMENT CONTAINS INDEMNIFICATION AND RELEASE
PROVISONS.
CHEVRON U.S.A. INC.
By:
Title:
Dated:
PURCHASE AND
SALE AGREEMENT
March 7, 2006
-13-
33. Entire Agreement. The entire agreement between the parties hereto is contained
in this Agreement; and this Agreement supersedes all of their previous understandings and
agreements, written and oral, with respect to this transaction. Neither the Seller nor the Buyer
shall be liable to the other for any representations made by any person concerning the Property
or regarding the terms of this Agreement except to the extent that the same are expressed in
this Agreement. This Agreement may be qmended only by written instrument executed by the
Seller and the Buyer subsequent to the date hereof, and approved by the City Council for the
City of Bremerton.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
THIS AGREEMENT CONTAINS INDEMNIFICATION AND RELEASE
PROVISONS.
CITY OF BREMERTON
CHEVRON U.S.A. INC.
BY~
Title: .' acre.
Dated: . "S - I .> - o.c..
By:
Title:
Dated:
PURCHASE AND
SALE AGREEMENT
March 7, 2006
-13-
Exhibit "An
That real property and existing improvements located on real property consisting of
approximately 1.5 acres that is bordered by the Port of Washington Narrows on the
east, the City of Bremerton sewage pump station property and Smith Cove on the north,
Highland Avenue on the west, and residential property located to the south, and
commonly known as 1310 Highland Avenue, Bremerton, Washington.
PURCHASE AND
SALE AGREEMENT
March 7, 2006
-14-
EXHIBIT "B"
LIST OF ENVIRONMENTAL REPORTS
CVX 100-1351, Chevron Bulk Terminal 1310 Highland Avenue, Bremerton, WA
November 24, 2004
CVX
File
Bar Document
Code Date
36751 10/19/1994
36751 6/22/1993
36751 4/26/1994
36751 6/16/1994
36751 2/8/1994
36751 3/14/1994
36751 3/9/1994
36751 8/23/1994
36751 7/19/1994
36751 7/26/1994
36751 7/25/1994
36751 8/4/1994
36751 6/3/1994
36751 6/16/1994
36751 7/25/1994
36842 12/16/1991
36842 5/15/1989
36842 6/3/1992
36842 8/18/1992
36842 6/12/1990
36842 11/6/1989
20683 4/21/2003
20683 9/23/2002
20683 11/14/2002
PURCHASE AND
SALE AGREEMENT
March 7, 2006
Document Title
Groundwater Monitoring Report, July - September 1994
Groundwater Monitoring Report, April -June 1993
Groundwater Monitoring Report, January - March 1994
Groundwater Monitoring Report, April - June 1994
Groundwater Monitoring Report, October - December 1993
4th Quarter (10/1/93 to 12/31/93) Vapor Extraction System Monitoring
2nd Quarter (4/1/94 to 6/30/93) Vapor Extraction System Monitoring
Air Sparge Test Work Plan
Bremerton Sparge Proposal
Scope of Work and Estimated Costs to Perform a SVE/AS Field Design Test
Proposal to Provide Sparge Pilot Test
2nd Quarter (4/1/94 to 6/30/94) Vapor Extraction System Monitoring
1st Quarter (1/1/94 to 3/31/94) Vapor Extraction System Monitoring
Groundwater Monitoring Report, April - June 1994
Proposal - Sparge Pilot Test
Status Report Interim Remedial Action Vapor Extraction System
Phase I - Remediation Services, Bremerton Bulk Plant
Status Report
Status Report
Work Plan Additional Site Characterization
Summary of Work Accomplished to Date and Pending
Groundwater Monitoring and Sampling Report (3/7/03)
Summary Appraisal Report
Groundwater Monitoring and Sampling Report (9/30/02)
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Author
Groundwater Technologies
Groundwater Technologies
Groundwater Technologies
Groundwater Technologies
Groundwater Technologies
Emcon Northwest, Inc.
Emcon Northwest, Inc.
Groundwater Technologies
Pacific Environmental Group
Geraghty & Miller
Emcon Northwest, Inc.
Emcon Northwest, Inc.
Emcon Northwest, Inc.
Groundwater Technologies
Groundwater Technologies
Hart Crowser
Hart Crowser
Hart Crowser
Hart Crowser
Hart Crowser
Hart Crowser
Gettler-Ryan
The Eastman Company
Gettler-Ryan
20683
20683
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
42197
20642
20642
20642
20643
20643
20643
20643
20643
20643
20643
20643
20643
8/9/2002
4/20/2000
11/15/2001
12/14/2000
111811996
10/31/1995
511/1995
1119/1996
8114/1996
4/24/1996
2/19/1997
6/411997
10/23/1997
5/611998
1/27/1998
7/13/1995
8/18/1998
1/13/1995
10/13/1999
4/23/1999
11/6/1989
21711995
7/13/1993
9/29/1989
Jul-91
Nov-88
12/26/2001
11/611989
12/16/1991
411411995
5/22/1995
11/17/1992
PURCHASE AND
SALE AGREEMENT
March 7, 2006
Site Reconnaissance
Groundwater Monitoring and Sampling Report (3/17& 18/00)
Groundwater Monitoring and Sampling Report (9/27/01)
Groundwater Monitoring and Sampling Report (10/6/00)
Quarterly Monitoring and Sampling Activities, 12/6&7/95
Quarterly Monitoring and Sampling Activities, 9/11/95
Quarterly Monitoring and Sampling Activities, 3/16/95
Quarterly Monitoring and Sampling Activities, 9/4195
Quarterly Monitoring and Sampling Activities, 6/5/96
Quarterly Monitoring and Sampling Activities, 3/14/96
Quarterly Monitoring and Sampling Activities, 12/23/96
Quarterly Monitoring and Sampling Activities, 4115197
Quarterly Monitoring and Sampling Activities, 9/15/97
Quarterly Monitoring and Sampling Activities, 3/18/98
Quarterly Monitoring and Sampling Activities, 12/29/97
Site Remediation Plans
Quarterly Monitoring and Sampling Activities, 6121198
Fourth Quarter (9/22-12/19/94) Vapor Extraction System Monitoring
Groundwater Monitoring and Sampling Report (8/31/99)
Semi-Annual 1999 Groundwater Monitoring and Sampling Report
Summary of Work Accomplished to Date and Pending
Report of Air Sparge Pilot Test
Further Site Assessment Memorandum
Project Status Report
Site Hazard Assessment Summary Report
Report of Geotechnical Services Subsurface Contamination Study
Discussion of Data from the Site Hazard Assessment and Summary Report
Summary of Work Accomplished to Date and Pending
Status Report Interim Remedial Action Vapor Extraction System
Status Report
Air Sparge Remediation System Work Plan and Installation Proposal
Status Report
-16-
Spearman Engineering PS
Gettler-Ryan
Gettler-Ryan
Gettler-Ryan
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Pacific Environmental Group
Groundwater Technologies
Pacific Environmental Group
Emcon Northwest, Inc.
Gettler-Ryan
Gettler-Ryan
Hart Crowser
Groundwater Technologies
Hart Crowser
Hart Crowser
Parametrix & SAIC
GeoEngineers
Hart Crowser
Hart Crowser
Hart Crowser
Hart Crowser
Groundwater Technologies
Hart Crowser
20643 5/15/1989
20643 3/10/1994
20643 Nov-98
20643 9/10/1999
20643 7/24/1989
20643 4/27/1992
Phase I - Remediation Services, Bremerton Bulk Plant
Supplemental Environmental Site Assessment
Agency Review Draft, Interim Action Work Plan and Engineering Design Report,
Proposed for City of Bremerton
Agreed Order by State of Washington to City of Bremerton
Attach Soil Venting System Design and Cost Proposal
Monthly Status Report
F:\PORT BELlINGHAM\EnvirOl'lment\Chevron PUTchase\Drafl Purchase Ill1d Sale Agreement Redline 090104.doc
PURCHASE AND
SALE AGREEMENT
March 7, 2006
-17-
Hart Crowser
Pacific Environmental Group
Exponent
State of Washington
Hart Crowser