HomeMy WebLinkAbout4444
+--------------------------------------------------------------------------+
4=Browse: Next Previous First Last Update Delete Restart X - Exit 4=
+Update current record 4=
4=
4=
4=
4=Vendor Name
4=subject
'!"Department
==Status Code
4=
+
Comments
MAINTAIN
Contract Number
4444
Contract Transactions
PORT BLAKELY COMMUNITIES
EASTPARK ACQUISITION - PRE-PURCHASE
ECON DEVEL
PRO
Insurance
Type Amount
VAULT 01/01/2006
4=
4=
4=
4=
08/04/2004 +
12/31/2004 -.
02/15/2006
SCOPE OF WORK
Amount
Begin Date
End Date
Review Date
Insurance Total
Insurance Review Date
4=
4=
4=
$0.00 +
- .
4=
+--------------------------------------------------------------------------+
AGREEMENT BETWEEN
THE CITY OF BREMERTON
AND
PORT BLAKELY COMMUNITIES
This Agreement is made by and between PORT BLAKELY COMMUNITIES, whose
mailing address is 1775 Twelfth Avenue, Issaquah, Washington 98027, ("Blakely"), and the
CITY OF BREMERTON, a Washington municipal corporation, whose mailing address is 239
4th Street, Bremerton, Washington 98337 ("City"), for the site plan design of real property as
follows:
WHEREAS, The City is the owner of a parcel o£ property consisting of approximately
47 acres, legally described in Exhibit A; and
WHEREAS, The City desires to see the property developed as an urban medium density
residential (6 to 10 units per acre) with a sense of place and locality, quality construction,
neighborhood amenities and landscaping, innovative design and respect £or the environment; and
WHEREAS, Blakely has the background, experience and desire to perform due
diligence, plan, design, and construct a residential development on the site; and
WHEREAS, Blakely intends to sell lots to DR Horton ("Horton"), an experienced
national homebuilder, to construct homes on the Property, and Horton will actively participate in
the due diligence phases with Blakely; and
WHEREAS, It is the City's desire to sell the property for re-development by Blakely
pursuant to a design and capital improvement proposal acceptable to the City; and
WHEREAS, Blakely and the City desire to set out due diligence procedures in this
Agreement prior to the parties entering into a purchase and sale agreement £or the Property;.
NOW, THEREFORE, THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS:
1. PROPERTY. The property, consisting of approximately 47 acres o£ land with
no st~-uctures or improvements situated thereon, commonly known as "Eastpark", is located o£f
Wheaton Way l~remerton, Washington (the "Property"), and is legally described in Exhibit A,
attached hereto and incorporated herein by this reference.
EASTPARK / BLAKELY
Page 1 of 8
2. COMMENCEMENT DATE. The commencement date of this Agreement is the
last signature date appearing on the signature page of this Agreement ("Commencement Date").
3. PRE-PURCHASE SCOPE OF WORK (DUE DILEGENCES) During the
term of this Agreement, Blakely will perform or oversee due diligence including the follow tasks
and sequence:
A. PHASE I: (Thirty (30) days) CONCEPT LAYOUT AND ANALYSIS
a) Retain necessary consultants and perform a Level 1 environmental assessment
and determine if a Level 2 assessment should be performed in Phase II due
diligence..
b) Perform a market analysis using Horton staff and/or consultants as deemed
appropriate by Horton.
c) Approve a Conceptual Layout prepared by Horton for site development, street
improvements, utilities, streetscaping, and residential mixes and styles. Said
Conceptual Layout will be used for Blakely's further due diligence analysis.
d) Obtain and perform title review.
e) Prior to completion of Phase I, Blakely will deliver to Gary Sexton, the City
Authorized Representative, the Conceptual Layout for City initial comments.
f) At the completion of Phase I and within 10 business days after receipt of the
City's response, Blakely will give written notice to the City whether or not,
based on its reasonable business judgment of the information obtained in the
Phase I review, it desires to proceed to due diligence Phase II. The City may
terminate the agreement if it disapproves the Conceptual Layout after giving
Blakely 10 business days to respond to any changes (and the reasons
therefore) requested in writing by the City to the Conceptual Layout. If the
Blakely approves Phase I and the City approves the Conceptual Layout, then
the parties will proceed to Phase II, which shall include:
B. PHASE II: (Forty (40) days from mutual approval to proceed to Phase II)
ECONOMIC AND TECHNICAL ANALYSIS
Blakely will:
a) Retain services and perform geotechnical testing, analysis, and assessment as
Blakely deems appropriate and necessary.
EASTPARK / BLA~ELY
Page 2 of 8
b) Perform a Level 2 environmental assessment if determined appropriate or
necessary by Blakely.
c) Retain services and perform a site survey.
d) Perform civil engineering as Blakely deems necessary and appropriate.
e) Review and verify the City's appraised purchase price.
f) Prior to completion of Phase II Blakely will provide the City Authorized
Representative, with copies of all technical reports created in Phase II and a
Schematic Site and Development Plan. Additionally, as a component of the
Schematic Site and Development Plan, Blakely shall provide a phasing plan
consisting of (a) a layout reflecting phased purchase of the Property which
specifically delineates site area within each phase, not to exceed four (4) phases,
(b) a proposed allocation of the total purchase price to each phase; and (c) a
proposed schedule for phased closings within 30 days after final plat approval
of each phase. The schedule will be based upon the estimated time needed for
platting and other permits, as well as engineering and construction of
infrastructure needed to obtain final plat approval, and the schedule will be
subject to extensions for delay caused by strikes, utility company delays, permit
delays or other events beyond Blakely's reasonable control.
g) Blakely will propose a Development Agreement, under RCW 36.70B.170 et
seq., to set forth the project envelope, SEPA determination, review procedures
for permits, and the applicable development standards for the project to be
developed by Blakely on the Property.
h) At the completion of Phase II and within 10 business days after receipt of the
City's response, Blakely will give written notice whether or not, based on its
reasonable business judgment of the information obtained and the City's
response in the Phase II review, it desires to proceed to due diligence Phase
III. The City may terminate this Agreement if it disapproves the Schematic
Site and Development Plan or Development Agreement after giving Blakely
10 business days to respond to any changes (and the reasons therefore)
requested in writing by the City to that plan. If Blakely approves Phase II and
the City approves the Schematic Site and Development Plan, then the parties
will proceed to Phase III, which shall include:
EASTPARK / BLAKELY
Page 3 of 8
C. PHASE III: (Twenty (20) days from mutual approval to proceed to Phase III)
FINAL ANALYSIS AND CITY REVIEW
a) During Phase III, the City and City Council District Representative Daren
Nygren shall review the Schematic Site and Development Plan and the
proposed Development Agreement in such method and manner as the City
deems necessary and appropriate.
b) Prior to Completion of Phase III, Daren Nygren and the City Authorized
Representative will meet with Blakely to review both parties' analysis, and
comments. Blakely will review the financial feasibility of any City-requested
changes.
c) The City Council will hold a study session or other agreed review of the
proposed Development Agreement.
d) Upon completion of Phase III and within 10 business days after receipt of the
City's response, Blakely will give written notice whether or not, based on its
reasonable business judgment of the information obtained and the City's
response in Phase III review, it desires to proceed to sign a Purchase and Sale
Agreement. The City may terminate this Agreement if it disapproves the
Schematic Site and Development Plan or the Development Agreement after
giving Blakely 10 business days to respond to any changes (and the reasons
therefore) requested in writing by the City to that plan.
D. TERMINATION - PARTIES' RIGHTS AND OBLIGATIONS. In the event of
termination of this agreement by either party during any phase as provided in this
Section 3, each party shall be responsible for its own costs and expenses incurred
in performance under this agreement. By entering into this agreement, neither
party is obligated to pursue the purchase and sale of the Property except as
provided herein. Any sale of the Property by the City to Blakely is subject to the
execution of a Purchase and Sale Agreement by the parties and City Council
approval.
4. MODIFICATION: Upon joint written agreement, signed by the respective
Authorized Representatives, the scope of work and/or time allowances provided
herein may be modified.
EASTPARK / BLAKELY
Page 4 of 8
5. PURCHASE AND SALE:
If the parties jointly agree to proceed after Phase III, a Purchase and Sale
Agreement ("PSA") will be entered into that will include and incorporate the
following items:
a) Purchase Price: The purchase price shall be the city appraised purchase
price of Three Million Nine Hundred Twenty One Thousand Dollars
($3,921,000) unless the parties should otherwise agree
i. Blakely will pay an initial down payment to the City in the sum of
Two Hundred Fifty Thousand Dollars ($250,000) at the time of
signing of the PSA.
ii. At the closing of each Phase, Blakely will pay the portion of the
purchase price for each phase consistent with the phasing plan
approved as part of the final Schematic Site and Development Plan
approved by the City. Blakely will have the right to adjust the size and
configuration of any phase from the phase layout in the Schematic Site
and Development Plan, with a corresponding adjustment in the
allocable purchase price for that phase. However, no Phase will be
less than 20% of the acreage of the Property without City approval nor
have a material adverse impact on the access to or the market value of
the other portions of the Property
iii. At Blakely's sole discretion the pumhase dates may be accelerated.
iv. Upon payment by Blakely of each respective phased purchase price,
the City shall deliver a deed and sign all necessary documents to
accomplish title transfer for the agreed phase property.
b) Development Agreement. The PSA will be conditioned on the approval and
signing of the Development Agreement as provided in Section 7 below.
6. STREETS, UTILITY AND PROJECT ENTRY CONSTRUCTION
The PSA also will include provisions related to the following:
a) The installation of streets, utilities, and project entry shall be in accordance
with the Schematic Site and Development Plan as agreed upon at the end of
Phase III above and incorporated into the PSA, except as may be otherwise
modified in writing between the parties.
EASTPARK / BLAKELY
Page 5 of 8
b) The parties anticipate that the streets, utilities and project entry construction
will occur in not more than two phases (which do not need to be consecutive
phases), but the final timing will be set forth in the Schematic Site and
Development Plan, or as otherwise agreed by the parties. At Blakely's
request, the City will sign and record easements and other related documents
to allow Blakely's grading, site access, construction of roads, utilities, storm
water facilities, signage, and other infrastructure or improvements on portions
of the Property not yet conveyed to Blakely. The City will accept streets and
utilities as normal under its platting process, and closing of each phase will
occur after final plat recording.
7. DEVELOPMENT AGREEMENT.
The City Council will hold a hearing and make a decision on the proposed
Development Agreement. If the City approves the Development Agreement,
then the City and Blakely will sign the Development Agreement concurrently
with signing the PSA.
8. ADDITIONAL TERMS
a) Blakely and Horton and its agents, subcontractors and consultants shall have
the fight to enter on the Property to conduct such inspections, studies, reports,
tests and/or surveys as Blakely deems reasonably necessary or desirable to
undertake Blakely's due diligence activities and to formulate and complete the
Schematic Site and Development Proposal. In the event Blakely's testing
requires soil borings, digging, trenching or other disturbance of the site,
Blakely will restore the site to a substantially similar condition as existed prior
to such testing. Blakely shall indemnify and hold the City harmless from all
claims and liabilities arising fi.om exercise of Blakely's entry rights.
b) Conveyance by the City to Blakely shall be by statutory warranty deed,
subject only to the "Permitted Exceptions" described below.
c) The purchase price for the property may be paid with in-kind real property
acceptable to the City in its sole discretion.
d) The sale of the property to Blakely, being a negotiated sale pursuant to BMC
2.78.030(e)(1), shall be subject to final approval of the City Council. This
approval shall occur at completion of Phase III and signing of the Purchase
and Sale Agreement.
EASTPARK / BLAKELY
Page 6 of 8
e) INDEMNIFICATION. Each party participating in this Agreement shall
defend, indemnify and hold the other party participating in this Agreement, its
officers, officials, employees, agents and volunteers harmless from any and all
claims, injuries, damages, losses or suits, including all legal costs and attorney
fees, arising out of or in connection with the party's intentional acts and
negligence in its performance under this Agreement. The provisions o£this
section shall survive the expiration or termination of this Agreement.
f) GOVERNING LAW. This agreement shall be governed and construed in
accordance with the laws of the State of Washington. If any dispute arises
between the City and Blakely under any of the provisions of this agreement,
resolution of that dispute shall be available only through the jurisdiction,
venue and rules o£the Kitsap County Superior Court, Kitsap County,
Washington.
g) ATTORNEY'S FEES. In any claim or lawsuit for damages arising from the
parties' performance of this agreement, each party shall be responsible for
payment of its own legal costs and attorney's fees incurred in defending or
bringing such claim or lawsuit.
h) WRITTEN NOTICE. All communications regarding this agreement shall be
sent to the parties' Authorized Representative at the addresses listed below,
unless otherwise notified.
Developer City of Bremerton
Blakely 239 4th Street
1775 Twelfth Avenue, Suite 101 Bremerton, Washington 98337
Issaquah, WA 98027 360-478-5282
Authorized Representative Authorized Representative
ELIZABETH WILSON GARY SEXTON
Any written notice shall become effective upon delivery, but in any event three
(3) calendar days after the date of mailing by registered or certified mail, and shall be
deemed sufficiently given if sent to the addressee at the address stated in this Agreement.
i) ASSIGNMENT. Any assignment of this agreement without the written
consent of the City shall be void.
j) MODIFICATION. No waiver, alteration, or modification of any of the
provisions of this agreement shall be binding unless in writing and signed by a
duly Authorized Representative of the parties.
EASTPARK / BLAKELY
Page 7 of 8
k) SEVERABILITY. If any one or more sections, sub-sections, or sentences of
this agreement are held to be unconstitutional or invalid, that decision shall
not affect the validity of the remaining portion of this Agreement and the
remainder shall remain in full force and effect.
1) ENTIRE AGREEMENT. The written provisions and terms of this
Agreement shall supersede all prior verbal statements of any officer or other
representative of any of the participating entities, and such statements shall
not be effective or be construed as entering into or forming a part of or
altering in any manner this Agreement. The entire agreement between the
parties with respect to the subject matter hereunder is contained in this
Agreement.
m) DUPLICATE ORIGINALS. This Agreement may be executed in duplicate
original.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
set forth below.
PORT BLAKELY COMMUNITIES CITY ~BRE/M~.TON
By: By: Cary Bozeman
Its: PrL'sidknt / Its: Mayor
DATE: ~-~ .- 0~ DATE: ,~-
EASTPARK / BLAKELY
Page 8 of 8
· .. 0~/2~/200~1 'IE~: ~7 l~E, 0d7~§B50 KCCH~ P~GE
FXHIBIT "~"
ORDER NO.: 32071827
PARCEL I:
THAT PORTION OF PLAT OF UNITED STATES NAVY YARD ADDITION TO BREMERTON
ACCORDING TO PLAT RECORDED IN VOLUME 3 OF PLATS, PAGE 63 AND THAT PORTION OF
BLOCKS 31 AND 32, C.D, HILLMAN'S NAVY YARD ADDITION TO BREMERTON ACCORDING TO
PLAT RECORDED IN VOLUME 3 OF PLATS, PAGE 129, IN KrTSAP COUNTY, WASHINGTON,
CONDEMNED IN UNITED STATES DISTRICT COURT, WESTERN DISTRICT CASE NO. 347,
DESCRIBED AS FOLLOWS:
BEGINNING AT A FOUND 3" BRASS DISC MONUMENT AT THE CENTER OF SECTION 12,
TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, SAID CENTER
OF SAID SECTION 12 BEING APPROXIMATELY AT THE INTERSECTION OF THE CENTERLJNES
OF SCHLEY BOULEVARD AND TWELFTH AVENUE; THENCE FROM SAID TRUE POINT OF
BEGINNING SOUTH 89'00'16' EAST A DISTANCE OF 2s0.66 FEET TO FOUND 7' DIAMJSTER
CONCRETE MONUMENT; THENCE SOUTH 02o01'2S" WEST A DISTANCE OF 314.09 FEET TO A
STANDARD BERNTSEN MONUMENT; THENCE SOUTH 02°01'25· WEST A DISTANCE OF 575.25
FEET TO A STANDARD BERNTSEN MONUMENT; THENCE SOUTH 0'~°01'2S" WEST A DISTANCE
OF 410.12 FEET TO A STANDARD B'ERNTSEN MONUMENT; THENCE NORTH 88°27'57" W~.ST A
DISTANCE OF 260.83 FEET TO A STANDARD BERNTSEN MONUMENT; THENCE SOUTH 02° 01'25"
WEST A DISTANCE OF 2S0.04 FEET TO A STANDARD BERN'I'SEN MONUMENT; THENCE N()RTH
97°88'35" WEST A DISTANCE OF 139.90 FEET TO A STANDARD BERNTSEN MONOMENT;
THENCE NORTH 29°44'22" WEST A DISTANCE OF 77.03 FEET TO A STANDARD BERNTSEN
MONUMENT SET 1.0 FOOT BACK OF EDGE OF SIDEWALK; THENCE ALONG A CURVE WITH A
RADIAL BEARING OF NORTH 29'44'2Z' WEST A RADIUS OF 427.72 FEETA DELTA ANGLE OF
08'28'14" AND AN ARC LENGTH OF 63.23 FEET; THENCE SOUTH 68'43'$2' WEST A DISTANCE
OF 216,26 FEET; THENCE ALONG A CURVE WITH A RADIAL BEARING OF SOUTH 21 o 18'0s" EAST
A RADIUS OF 431.31 FEET A DELTA ANGLE OF 36° 22'15" AND AN ARC LENGTH OF 273.79 FEET;
THENCE ALONG A CURVE WITH A RADIAL BEARING OF SOUTH 5'?~38'23· EAST A RADIUS OF
Ss1.80 FEET A DELTA ANGLE OF 20°00'17" AND AN ARC LENGTH OF 227.47 FEET; THENCE
SOUTH I 2 ° 21 '20" WEST A DISTANCE OF 105.56 FEET; TH ENCE ALONG A CURVE WITH A RADIAL
BEARINJ3 OF SOUTH 77°40'53- EAST A RADIUS OF 461.80 FEET A DELTA ANGLE OF 26°-~;4'49·
AND AN ARC LENGTH OF 218.78 FEET; THENCE SOUTH 14°33'28" EAST A DISTANCE OF ';'2,06
FEET; THENCE ALONG A CURVE WITH A RADIAL BEARING OF NORTH 75 ~26'32' EAST A RADIUS
OF 48.65 FEET A DELTA ANGLE OF 52°18'50'' AND AN ARC LENGTH OF 44,42 FEET; THENCE
SOUTH 23°05'29· WEST A DISTANCE OF 43.21 FEET; THENCE SOUTH 42°16'27' WE'.3T A
DISTANCE OF S7.94 FEET; THENCE NORTH 46'43'S3" WEST A DISTANCE OF 336.S0 FEET;
THENCE NORTH O2°0O'24" EAST A DISTANCE OF 343.00 FEET TO A STANDARD BERN'~'SEN
MONUMENT; THENCE NORTH 02°00'24" EAST A DISTANCE OF 598.62 FEET TO A STAN£)ARb
BERNTSEN MONUMENT; THENCE NORTH 02°22'13'. EAST A DISTANCE OF 314.04 FEET TO A
STANDARD BERNTSEN MONUMENT; THENCE NORTH 02°22'13" E~ST A DISTANCE OF 3~6,49
FEET TO A STANDARD BERNTSEN MONUMENT; THENCE NORTH 02"22'1:~' EAST A DISTANCE
OF 538.06 FEET TO A STANDARD BERNTSEN MONUMENT; THENCE SOUTH 89'00'33" EAST A
DISTANCE OF S99.00 FEET TO A STANDARD BERNTSEN MONUMENT; THENCE SOUTH $9° 00'33"
EAST A DISTANCE OF 373.17 FEET TO A FOUND 3" BRASS DISC MONUMENT AND THE TRUE
POINT OF BEGINNING.
· . . THIS LEGAL DESCRIPTION CONTINUES ON THE NES(T PAGE...
06/2~3/2OO~ ].6~47 13B0473~8~0 KCCHA P;~GE 02
EXHIBIT "A" Continued
Order No.: '~2071827
PARCEL I1:
THAT PORTION OF SECTION 12, TOWNSHIP 24 NORTH, RANGE 1 EAST, DESCRIBED AB
FO[LOWS:
BEGINNING AT A CONCRETE MONUMENT AT THE CENTER OF SECTION 12, TO~IfNSHIP 24
NORTH, RANGE 1 EAST, W.M., IN KI'I~AP COUNTY, WASHINGTON; THENCE NORTH
WES7 1285.81 FEET TO A CONCR~.~- MONUMENT AND TRUE POINT OF BEGINNING; THENCE
SOUTH 1 o59'40" WEST 1970.21 FEET TO A POINT ON THE NORTHERLY BOUNDARY OF STATE
SECONDARY HIGHWAY NO. 303; THENCE ALONG SAID NORTHERLY BOUNDARY OF STATE
SECONDARY HIGHWAY 303 SOUTH 48.41'40" EAST 426.02 FEET; THENCE NORTH ! ' SS'4IY' F.A~T
2256.79 FEET; THENCE NORTH 89 °00'48" WEST 320.08 FEET TO A CONCRETE MONUMENT AND
TRUE POINT OF BEGINNING.
· , · END OF EXHIBIT 'A"...
Page