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Home My WebLink About3068 RESOLUTION NO. 3068 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 negotiated sale of the property in accordance with the provisions ofRCW 35.94.040 and BMC 2.78.010(b) and BMC 2.78.040. WHEREAS, the City has received an offer to purchase the public utility property depicted in Exhibit A and legally described in Exhibit B from Bremerton Werner, LLC, for $320,000, 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 RCW 35.94.040, a public hearing was held on September 3, 2008 relating to the proposed surplus and negotiated 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 B is hereby declared surplus to the City's needs and is not required for providing continued public utility service. SECTION 2. The sale of the above-mentioned property creates a benefit to the City and the greater community and therefore a negotiated sale is hereby authorized pursuant to BMC 2.78.010(b). SECTION 3. The sale of the property to Bremerton Werner, LLC is approved conditioned upon a parcel segregation or boundary line adjustment as appropriate and the recording of a utility and access easement over the property described in Exhibit B and Buyer's adjoining properties. SECTION 4. The Mayor is hereby authorized to finalize and execute a purchase and sale agreement with substantially the same terms and conditions as set forth in the proposed agreement attached as Exhibit C authorizing the sale of the property to Bremerton Werner, LLC for $320,000. SECTION 5. The Mayor is further authorized to execute any and all other documents, including but not limited to statutory warranty deeds and real estate excise tax affidavits, necessary to complete the transaction. 1 Surplus and Sale of Public Utility Property SECTION 6. Severa b ilitv. 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 p<?rtion of this Resolution and the same shall remain in full force and effect. SECTION 7. 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 & J , day of~ ,2008. APPROVED AS TO FORM: 1i~~ 'RO E~{ A. -. , :ilY Attorney ~ ATTEST: -- R:\Legal\Legal\Files\CulTent Active Files\Bremerton Wemer LLC Real Estate\Surplus and Negotiated Sale Resolution.doc 2 Surplus and Sale of Public Utility Property EXHIBIT A Map 3 Surplus and Sale of Public Utility Property Print Parcel Search Map Page I of I Kitsap County Parcel Search \, '^^^ Legend Parco Is Road Names Military ! ! -"" "'-''> ~ j l"~t / i . '. .... '.. j: ;:Tl / ~..f..'. w SEt:FAut VAl-l.EY ~.~;::;# . ,,; <' '>l\~~~ .'f, .. //h iU';<""" ~ :<~:<=d; ,,\~~:~~,' <' ,~ 'j~~:::t;" , ~ -?o r-h bl"'~ be" (:0(\ ve~ed BREMERTi ,. Sf 92401..2..002..2 .9' Co ri ht @ 20081<itsa "'" :::":~'<' ,% '",t ~' DISCLAIMER: This map is intended for display purposes only and is not intended for any legal representations. [Click here to Print] http://kcwppub3.co.kitsap.wa.us/ParceISearch/PRINT.ASP?CMD=ZOOMOUT &AP AN=... 7/30/2008 EXHIBIT B Legal Description East Half, East Half, Northwest Quarter, Northeast Quarter Section 29, Township 24 North, Range I East, W.M., 4 Surplus and Sale of Public Utility Property EXHIBIT C Purchase and Sale Agreement 5 Surplus and Sale of Public Utility Property REAL ESTATE PURCHASE AND SALE AGREEMENT WITH EARNEST MONEY PROVISION This agreement controls the terms of the sale of real property. (Please read carefully before shwill1!.) This Agreement is entered between the CITY OF BREMERTON, a Washington municipal corporation ("Seller"), and Bremerton Wemer, LLC, a Washington Limited Liability Company ("Buyer"), for the sale and purchase of real property as follows: 1. PROPERTY. The property, including all improvements and appurtenances situated thereon, which Buyer agrees to buy ancL Seller agrees to sell, is legally described as East Half, East Half, Northwest Quarter, Northeast Quarter Section 29, Township 24 North, Range 1 East, W.M., Kitsap County, Washington. 2. Dollars ($ Property. EARNEST MONEY. Received from Buyer, and No/lOO ) as earnest money and part payment on the purchase price for the 3. PURCHASE PRICE. The total purchase price for the Property is Three Hundred Twenty Thousand and No/lOO Dollars ($320,000), including earnest money, payable on closing. 4. CONTINGENCIES. This agreement is contingent upon: (a) Acceptance of its terms by the Bremerton City Council. (b) Buyers review and approval of the title report on the property prior to Closing. (c) Segregation of the parcel into its own lot or the simultaneous approval and recording of a boundary line adjustment, as determined appropriate by Seller. (d) Recording of a utility and access easement upon the property and Buyer's adjoining property over the City's current water line situated thereon to the satisfaction of Seller. 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 Transnation Title Insurance Company, whose address and telephone number is 9619 Levin Road NW Si1verda1e, Washington 98383, (360 692-4556), to issue a standard fonn owner's policy of title insurance to Buyer in an amount equal to the total purchase price ofthe Property. The cost of this policy shall be paid from Seller's funds at Closing. If an extended coverage owner's policy is requested by Buyer, then Buyer REAL EST ATE PURCHASE AND SALE AGREEMENT Page 1 of 4 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 of this 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 as applicable. 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 by 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 Transnation Title Insurance Company all instruments and monies required to complete the transaction in accordance with this agreement. Closing, for the purpose ofthis agreement, is defined as the date that all documents are executed and the sale proceeds are available for disbursement to the Seller. 9. CASUALTY LOSS. If prior to closing, improvements on said premises shall be destroyed or materially damaged by fire or other casualty, this agreement, at option of the Buyer, shall become null and void. 10. POSSESSION. Buyer shall be entitled to possession on closing. 11. SELLER'S REPRESENTATIONS. 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. 12. SELLER'S ENVIRONMENTAL REPRESENTATIONS. Seller makes no representations as to the environmental condition of the property. This provision shall survive closing. 13. HOLD HARMLESS. As partial consideration for the purchase of the Property, Buyer purchases the property and improvements "as is" and agrees to indemnify, defend, and hold the Seller harmless from any environmental condition or defect whether known or unknown. This provision shall survive closing. REAL ESTATE PURCHASE AND SALE AGREEMENT Page 2 of 4 14. DEFAULT AND ATTORNEY'S FEES. (a) Buyer's Default. If Buyer defaults 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 so as to avoid 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 defaults 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. 15. NOTICE TO BUYER. This fonn 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. By signing this agreement, Buyer acknowledges that Buyer has or has had the opportunity to consult with an attorney regarding Buyers rights and obligations in this agreement. 16. BROKERS FEES/COMMISSIONS. Buyer agrees to indemnify, defend and hold harmless Seller with respect to any claim by any person or entity claiming through Buyer to be entitled to a commission with respect to the transaction contemplated by this agreement. 17. NON-MERGER. The terms, conditions, and provisions ofthis Agreement shall not be deemed merged into the deed, and shall survive the Closing and continue in full force and effect. 18. 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: Bremerton Werner, LLC Attn: Either party hereto may, by written notice to the other, designate such other address REAL ESTATE PURCHASE AND SALE AGREEMENT Page 3 of 4 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 ofthe facsimile transmission, or on the third day following the day such notice is mailed in accordance with this paragraph. 19. 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. 20. 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. 21. DATE OF MUTUAL ACCEPTANCE. For the purposes of this 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. 22. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. SELLER: BUYER: THE CITY OF BREMERTON BREMERTON WERNER, LLC By: Cary Bozeman, Mayor By: Its: Dated: Dated: APPROVED AS TO FORM: By: Roger A. Lubovich, City Attorney R:\Legal\Legal\Files\Current Active Files\Bremerton Werner LLC Real Estate\REPSA.doc REAL ESTATE PURCHASE AND SALE AGREEMENT Page 4 of 4