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Home My WebLink About3070 RESOLUTION NO. 3070 A RESOLUTION of the City Council of the City of Bremerton, Washington, approving an interlocal agreement between Kitsap County and the City of Bremerton regarding the transfer of real property and approving a negotiated sale of the property commonly known as the CenCom property. WHEREAS, the City has received an offer to purchase the property commonly known as the CenCom property depicted in Exhibit A and legally described in Exhibit B from Mark and Judith Johnson; and WHEREAS, the offer to purchase the CenCom property also includes an offer to purchase adjacent property that is currently owned by Kitsap County, commonly known as the Department of Emergency Management Property (DEM property); and WHEREAS, the Johnsons have offered to purchase both the CenCom property and the DEM property for $505,000; and WHEREAS, RCW 36.34.130 and RCW 39.33.010 provide that the County may dispose of county property to another governmental agency by means of private negotiation and upon such terms as may be agreed upon and for such consideration as may be deemed adequate by the board of county commissioners; and WHEREAS, Kitsap County has offered to transfer the property to the City in order to facilitate the sale to the J ohnsons in exchange for compensation in the amount of $100,000 to be paid from the proceeds of the sale ofthe entire property to the Johnsons; and WHEREAS, the City and Kitsap County desire to enter into an interlocal agreement for the transfer of the County owned property to the City in order to facilitate the sale of both parcels to the Johnsons; and WHEREAS, the interlocal agreement only obligates the City to acquire the DEM property if the sale to the Johnsons closes; and WHEREAS, the interlocal agreement between the City and Kitsap County also includes an option to purchase the property should the sale to the Johnsons not close; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF BREMERTON, WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Interlocal Agreement Between Kitsap County and the City of Bremerton Regarding the Transfer of Department of Emergency Management Property attached 1 CenCom Property Sale hereto as Exhibit C is hereby approved and the Mayor is authorized to finalize and execute the agreement with substantially the same terms and conditions as presented. SECTION 2. The sale ofthe CenCom property and DEM property as described in the purchase and sale agreement attached hereto as Exhibit D is hereby approved and the Mayor is hereby authorized to finalize and execute any and all documents necessary, to complete the transaction. SECTION 3. Severabilitv. If anyone or more sections, subsections, or sentences of this Resolution are held to be unconstitutional or invalid, such decision shall not affect the validity of the remaining portion of this Resolution and the same shall remain in full force and effect. SECTION 4. 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 ISi:Ir ) dayof/{~A1 ,2008. ~. _ . WIL~I~ent APPROVED AS TO FORM: ATTEST: 'M / G)o ;:. ROGER A. LUBOVICH, City Attorney ~~ CAROL , Clt Clerk R:\Legal\Legal\Files\Current Active Files\CenCom Building\Resolution Authorizing Sale. doc 2 CenCom Property Sale EXHIBIT A Map wi ::1, ~I ~i ~I t lilt Ii J I~ ' W I V'l I ';l ~Iwr IU u '" . ~ u w z _ .... ~:;~ . ~/' 1:1' I 15' 5e~ ~tf i~s I ~~.. ~~~8 i f"~ ll~ h.. <Jl: <;'- ~~ ~~ I J,t:.th ~-~ STREET ~~- Jl:.t,,,, i...~ 00= Jl:uv I /' I I I I I I I I I HI I I I I I I I I {I I I I I I I I I I I ~I I I ~I I I :: I I ~ , I I ~~~ I I .4T.....v..&.U"ltrrna. , I 1 &: 1 j I fr ----'C;~~:;T_;---~-- I ~...... I W I AT.... ~.... ~ IF -.. >,1 ~1' I ~I > I I <[ I I r I I ti I I!J" I p:jl I ~ !i; 1;:51 I = ~n I::J I ~t; I W I .: I I w>- , I 2r I' ~. i --~~------~ L______ ':r Ji!3-ZI' (VERHO! L HAY III Ji!3.JO' O1EASJ N( IS' rlf\ssrl"i!rE - JIS,lI3'01E,u,) - -- - ,- - JIB. '(HAYNfR) NBB"24'2J"V - IlIDlI.49' O1E!lS,) 174.1:1 1:1' I 31S:~'CHc~S) ~~===---=--=:...:..=..-,.- u:;--=!o~~~~___________ 31U7'(KECiEU '" - - . , ..., llllNlII'IEHr DESTROYED BY , \ CllNSTIlIJC11CIl - RESET BY CITy I a; I ~.JAN' 20117, [JlIGlNIILL Y SET IY !l! I CITY OCrnlER 14, 1947, I ~ I I ~ I IlllUtEHT SET OCT. 14, 1947 !' BY CITY Ilf IIlEMERTllN ~: (11/86) dd "'''' ...'" I IOMtCNT SET IY CITY tF JRENO!TCN 7/7/47 (11/06) 30' eo' ::::J Bar Scale (I" - 30') 8J. Dol. ScOI< I'~JO' S..... ".r;. 01/07 Del. 05/OfM Lflnm S.J. 01/07 _"'/1 Nom. Cltodod r;,F. 01/07 cen-com DtHtBfT F8 "99 Sh..t2-Of~ t:lTYtJF~_)M ,..,._.~ - -.r........ '-'" .". ~ . - J/4' ~ ~( _ eN' SET lJIll[SS NOTED 0'T110lWI5q7) --- - LIME SUII"f'(YEO + - Or5nNQ IIIClHUWOO M NOrm. o . - O!C1DUous 1lIE[ . l\IOlQlmf lll([ - J- aJRil!IIllIl; - TEI.EPH~E P'OL.[ REFERENCES' I.) CIIY Of" -..omuo !O SCAlE lW'S (MA>Nat DRWCS) CoITO> S€PTDIIDl ,t4I 2.) ~ SUlMY II\' Oll't Sf'IlAClIr Ml[lJ 7/28/54 1) UIIlttooom S<.lllV[Y II\' IWJl _NEll "'lD 7/2./.. ~ cu i; i 5th STREET HIlHUItlJfT sn OCT. 20. 1947 IY CITY (F lREMERTIlN (11/06) EXHlII'T FOR PllOI'ElllY SALE OF' A PORTION Of GOV'T LOT 3 (NE 1/4. NE 1/4) SEC.14, T.24N.,R.l E.,W.M. KfTSAI' COUNTY, WASHINGTON ~ ~ ~~ {~~ k~~ ~ E- ......, CD. ~ ~ ...... >< u.l ~~ ~ \5)~ EXHIBIT B Legal Description LEGAL DESCRIPTION Fonner CenCom Facility 1720 Warren Avenue in Bremerton A portion of Lots 6 and 7, Tract 4 of the Plat of Warren Smith's Acre Tracts as recorded in Volume 2, of plats, Page 51, records of Kitsap County, Washington, situate in Government Lot 3, Section 14, Township 24 North, Range 1 East, Willamette Meridian, Kitsap County, Washington, being more particularly described as: Beginning at the monument in case at the intersection of the centerline of 17 Street and the easterly margin of Elizabeth Avenue, being S 88024'23" E 1006.49 feet of an existing monument in case at the centerline intersection of Chester Avenue and 17th Street; thence N 88024'23" W 174.15 feet along the centerline of 17th Street to its intersection with the extension of the east line of the west half of said Lots 6 and 7; thence along said extension and east line N 1003'05" E 111.18 feet to the True Point of Beginning; thence continuing along said east line, N 1003'05" E 120.00 feet to a point 38 feet south of the north line of said Lot 6; thence N 88024'23" W 124.03 feet; thence S 1004'49" W 176.62 feet; thence along a left hand curve, the center of which bears S 88055'11" E 25.00 feet, through a central angle of 90030'48" an arc distance of 39.49 feet; thence S 88024'23" E 42.20 feet; thence N 1001'20 E 81.08 feet; thence S 88024'23" E 57.43 feet to the True Point of Beginning. Together with and subject to a 15 foot easement for ingress and egress over and upon the property, the centerline of which is described as follows: Beginning at the northwest comer of the above described parcel, thence along the north line of above described parcel, S 88024'23" E 7.50 feet to the intersection with the centerline of said easement and the True Point of Beginning; thence S 1004'49" W 22.97 feet; thence S 39052'12" W 17.56 feet; thence S 1004'49" W 55.74 feet; thence S 46059'58" E 48.38 feet; thence S 1004'49" W 76.67 feet to the south line of the above described parcel and the terminus. Q/#Y fizz/of /If) &J}~ 81 t9.5;NZ 9tlol EXHIBIT B !&.eal Description Fonner Kitsap COWlty Emergency Management Services Facility Tax Parcel Number 3804-004-007-0205 914 17th Street in Bremerton That portion of Lot 7, Tract 4, Warren Smith's Acea ~eilctsl Ilccocding to plat recorded in Volume 2 of Plata, PiJ.ge 51, Records of Kitsap County, Washington, desccibed as follows: Beginning at the Northwest corner of Elizabeth Avenue and 17th Stceet at the Southeast corner of the East 20 feet of said Lot 7: thence West along SOuth line thereof 129.95 feet to the True Point of Beginning: thence North parallel to the Bast 11ne of said Lot 7 a distance of 63.54 feetr thence East parallel to the South line of said Lot 0.9 feet: thence North parallel to the East ~ine of said lot 7, 32.54 feet: thence West parallel to the SOuth line of Said Lot 62.47 feet: thence SOuth parallel to the Bast line 'of said Lot 96 feet, IOOre or less, to the South line of tot 7: thence East along said South line 61.5 feet, IOOce or leas, to the True Point of Beginning; EXCEPT that por:tion thereof as acquired by the City of Brelllecl:.on in Kitsap county Superior Court Cause No. 64881. C?/J1Y g/rz! oY /{Yl_r~Q i.g!~-ybD ~. F/--rJI ~ EXHIBIT B EXHIBIT C Interlocal Agreement INTERLOCAL AGREEMENT BETWEEN KITSAP COUNTY AND THE CITY OF BREMERTON REGARDING THE TRANSFER OF DEPARTMENT OF EMERGENCY MANAGEMENT PROPERTY WHEREAS, Kitsap County Department of Emergency Management (OEM) owns property it is no longer using that is located within the City of Bremerton ("the OEM Property"), located at 1720 Warren Avenue in Bremerton, Washington, Kitsap County Tax Account Number, 3804-004-007-0205, legally described in Attachment A; and WHEREAS, the City of Bremerton owns property adjacent to the OEM property (Kitsap County Tax Account Numbers 3804-004-006-0107 & 3804-004-006-0305) that it wishes to dispose of ("the Cencom Property"); and WHEREAS, because ofthe configuration of the properties, both the DEM and the Cencom properties are more marketable and valuable if sold simultaneously to a third party; and WHEREAS, the City of Bremerton has procured a prospective purchaser for the properties, and has entered into a contingent Real Estate Purchase and Sale Agreement with Judith V. Johnson dated August 18, 2008; and WHEREAS, RCW 36.34.130 and RCW 39.33.010 provide that the County may dispose of county property to another governmental agency by means of private negotiation and upon such terms as may be agreed upon and for such consideration as may be deemed adequate by the board of county commissioners. THE PARTIES AGREE: 1. Kitsap County will transfer, by quitclaim deed, the DEM Property to the City of Bremerton on the condition that the City remits to the County $100,000 (purchase price) upon the sale of the Cencom and DEM property. 2. The City agrees to pay to the County the amount stated in the preceding paragraph immediately upon closing the sale of the Cencom and DEM properties, currently scheduled for April 23, 2009. 3. The County will not be responsible for any commissions, listing fees, or closing costs. 4. The parties understand that City's obligation to accept the transfer of the property and to pay the purchase price to the County is conditioned upon the City's closing of the sale of the Cencom property. The City shall obtain the County's approval of escrow instructions for the sale of the Cencom and OEM property prior to closing the sale. Should the sale of the Cencom property not occur and the City does not give notice according to Paragraph 5 to purchase and close the OEM property by June 30, 2009, this Agreement shall automatically terminate. City of Bremcrton Kitsap County ILA Re: OEM Property Page lof3 5. Should the closing of the sale of the Cencom property not occur, the City has the option to continue with its purchase of the DEM Property. To exercise this option, the City shall give notice to the County by May 8, 2009 of its intention to purchase the DEM property and shall close the transaction by June 30, 2009. If, for any reason, the County transfers the property to the City, and the City has not remitted the money owing to the County set forth in paragraph I by June 30, 2009, the parties agree that the City will promptly take the steps necessary to revoke the transfer or reconvey the DEM property back to the County on such terms and conditions as the party agree. 6. This Agreement may be signed in counterparts. DATED this day of ,2008. BOARD OF COUNTY COMMISSIONERS KITSAP COUNTY, WASHINGTON STEVE BAUER, Chair ATTEST: JOSH BROWN, Commissioner Opal Robertson Clerk of the Board JAN ANGEL, Commissioner Remainder of Page Intentionally Left Blank City of Bremerton Kitsap County ILA Re: DEM Property Page 20f3 OATEOthis /~~ayof (t~~ ,2008. City of Bremerton Kitsap County ILA Re: OEM Property Page 30f3 ATTEST: ~~2 CAROL E , CIty lerk APPROVED AS TO FORM: Jir([l? ? ROGER A. LUBOVICH, City Attorney COMMITMENT FOR TITLE INSURANCE Office File No.: E-226217 EXHIBIT "A" DESCRIPTION: PARCEL I: THAT PORTION OF lOT 7, TRACT, 4, WARREN SMITH'S ACRE TRACTS, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 51, RECORDS OF KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOllOWS: BEGINNING AT THE NORTHWEST CORNER OF ELIZABETH AVENUE AND 17TH STREET, ALSO BEING THE SOUTHEAST CORNER OF THE EAST 20 FEET OF SAID lOT 7; THENCE WEST ALONG THE SOUTH LINE THEREOF 129.95 FEET TO THE TRUE POINT OF BEGINNING; THENCE NORTH PARALLEL TO THE EAST LINE OF SAID LOT 7 A DISTANCE OF 63.54 FEET; THENCE EAST PARALLEL TO THE SOUTH LINE OF SAID LOT 0.9 FEET; THENCE NORTH PARALLEL TO THE EAST LINE OF SAID LOT 7, 32.54 FEET; THENCE WEST PARALLEL TO THE SOUTH LINE OF SAID LOT 62.47 FEET; THENCE SOUTH PARALLEL TO THE EAST LINE OF SAID LOT 96 FEET, MORE OR LESS, TO THE SOUTH LINE OF LOT 7; THENCE EAST ALONG SAID SOUTH LINE 61.5 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING; ATTACHMENT A EXHIBIT D Purchase and Sale Agreement REAL ESTATE PURCHASE AND SALE AGREEMENT Bremerton, Washington August 15th, 2008 This Real Estate Purchase and Sale Agreement (hereinafter called "Purchase Agreement") is by and between Judith V. Johnson, andlor assigns (hereinafter called "Buyer") who agrees to purchase, and City of Bremerton (hereinafter called "Seller") who agrees to sell, the property commonly known as the former CenCom property at 1720 Warren Avenue in Bremerton, Washington consisting of portions of Kitsap County tax account parcel numbers 3804-004-006-0107 & 3804- 004-006-0305 AND the former Kitsap County EMS property at 914 17th Street in Bremerton, Washington and having Kitsap County tax account parcel number 3804-004-007-0205 (hereinafter collectively called "subject property") within Kitsap County, Washington and legally described in Exhibit A attached and generally sketched in Exhibit B attached, on the following terms and conditions: 1. LEGAL DESCRIPTION. Buyer and Seller authorize Bradley Scott, Inc. (hereinafter called "broker") andlor escrow agent to add the legal description of the subject property if not fully and correctly described herein. Buyer and Seller hereby agree that should said legal description be incorrect or incomplete, the correct legal description may be attached and incorporated by reference herein. The parties further agree that the legal description may be attached as an addendum for the purposes of convenience. It is understood and acknowledged that the only property dimensions represented in this transaction are those stated in the most recently recorded legal description andlor plat map, and that the Seller does not make any representation as to the physical location of the above dimensions. Only a surveyor, licensed by the State of Washington, can locate the actual property boundary lines. Existing fences or other markings should not be considered as accurate unless evidence of a survey can be provided to substantiate them. 2. SUBDIVIDE PROPERTY. The subject property has not yet been formally created thru the subdivision process. The definition of boundaries for the subject property will be conveyed as depicted in Exhibit B attached (including the former Kitsap County EMS in the SE comer of the sketch), which matches the combined legal descriptions in Exhibit A attached. Seller shall be responsible to complete the remaining necessary steps to formally create the subject property and be ready for closing no later than the date defined for closing of this transaction. Cost of subdividing to create the subject property shall be paid by Seller. Seller will act diligently to take the required steps in order to complete and record the intended short plat process for creating the subject property as soon as reasonably possible. 3. PRICE AND PAYMENT. Total purchase price is Four Hundred and Seventy Eight Thousand Dollars ($478,000). The pricing is broken down as $405,000 for the former CenCom property and $73,000 for the former Kitsap County EMS property. Said purchase price includes earnest money deposit referenced herein. Said purchase price shall be payable from Buyer to Seller as all cash in U. S. Funds at time of closing for this transaction. 4. FINANCING CONDITION. This Purchase Agreement is subject to the Buyer's ability to secure financing for/on the subject property that is suitable to complete this transaction with terms that are satisfactory to Buyer. Buver aeree5 to make a I!ood faith effort and dilieentlv Dunne obtainine such (mandnl! to the best of Buver's ability. In the event that Buyer delivers written rejection of Buyer's ability to obtain satisfactory financing prior to date of termination of this Purchase Agreement, then this Purchase Agreement is null and void and herein receipted earnest money shall be returned to Buyer (except as otherwise noted in this Purchase Agreement) less any unpaid cost of preliminary title report or commitment. Failure of Buyer to provide written rejection of said financing prior to time/date of termination of this Purchase Agreement shall mean that the Buyer accepts their ability to obtain fmancing and that this condition is automatically removed as a condition of purchase from this Purchase Agreement. Buyer will have the option to waive this condition and proceed to close this transaction prior to the tennination of this Purchase Agreement S. EARNEST MONEY DEPOSIT. The earnest money deposit from Buyer shall be $5,000. By not later than 5 business days following date of mutual acceptance of this Purchase Agreement, Buyer shall deliver to escrow agent a check in the amount of $5,000 as earnest money in partial payment of the purchase price. Escrow agent is instructed and authorized by Buyer and Seller herein to deposit any check as east money deposit into broker's trust account only after mutual written acceptance by Buyer and Seller of this Purchase Agreement. In the event the Buyer fails, without legal excuse, to ~a~ 'ifJi ~ Date g7Jj,y Initials REAL ESTATE PURCHASE AND SALE AGREEMENT - Page 2 of 7 complete the purchase of the subject property, the earnest money deposit made by the Buyer shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller for such failure. If the earnest money deposit is to be deposited by Broker and is over ten thousand dollars, then the entire earnest money shall be deposited into . selling licensee's pooled trust account. separate trust account in selling licensee's name with interest credited to . Buyer. Seller whose social security or tax payer identification number is . If this sale fails to close, then whoever is entitled to the earnest money, shall be entitled to the interest 6. TITLE. Title of Seller is to be free of encumbrances or defects EXCEPT those acceptable to Buyer and any encumbrances to be assumed by Buyer. Federal patents or state deeds; existing reservations, building, or use restrictions general to the district; any existing tenancies; reserved oil and/or mineral rights; existing easements which are not inconsistent with buyer's intended use; building and zoning regulations or provisions shall not be deemed encumbrances or defects. Encumbrances to be discharged by Seller may be paid by escrow agent out of purchase price money at time of closing. 7. TITLE INSURANCE. Seller to furnish Buyer with a title insurance policy on the subject property at time of closing. The title policy shall be at Seller's expense, except as noted elsewhere in this Purchase Agreement with regard to cancellation fees. The title policy to be issued shall be a standard form ALTA owner's policy. Title to be shown by preliminary title insurance report or commitment furnished through Land Title Company at 9657 Levin Road N.W., Silverdale, Washington 98383 PHONE 800-950-4321.2! (360) 692-2233 FAX (360) 692-2244 within fIfteen (15) days of mutual acceptance of this Purchase Agreement by Buyer and Seller QI as otherwise specified within this Purchase Agreement. Delivery date of said preliminary title report or commitment or any supplemental reports or endorsements to Buyer shall be defined as three (3) days following date that title company mails said policy or report or commitment to Buyer. Buyer shall have fourteen (14) days after said delivery date to provide Seller with written notice specifically identifying any exceptions noted in the policy or report or commitment just received which are unacceptable to Buyer. If title is not so insurable as provided in paragraph #6 above, and cannot be made so insurable by date of closing as provided within this Purchase Agreement, then this Purchase Agreement shall become null and void and the earnest money shall be refunded to Buyer less any unpaid cost of the preliminary title report or commitment cancellation fee. Seller shall have until said date of closing to attempt to eliminate any unacceptable exceptions from the title of the subject property. If Seller, at Seller's sole option, chooses not to attempt to eliminate said unacceptable exceptiones) from the title of the subject property, then Seller shall direct broker in writing to return earnest money to Buyer less any unpaid cost of the preliminary title report or commitment cancellation fee and this Purchase Agreement shall become null and void. Buyer shall retain option to provide written withdrawal of prior disapproval of any exceptions to broker and proceed to closing providing said written withdrawal is delivered to broker prior to a) return of earnest money and b) mutual acceptance of a written rescission agreement of this Purchase Agreement. Failure of Buyer to provide written disapproval to broker of any exceptiones) in said policy or report(s) or commitment(s) within the allowed time period shall mean that the Buyer approves and accepts of said policy or report or commitment. 8. CONVEYANCE. Fee title to the subject property shall be conveyed from Seller to Buyer at time of closing by Statutory Warranty Deed. Buyer shall not assign Buyer's position in this Purchase Agreement without prior written approval from the Seller. Seller's approval may not be unreasonably withheld. 8. CLOSING. The sale shall be closed in the office of Land Title Escrow Company (herein called "escrow agent") at 9657 Levin Road N.W., Silverdale, Washington 98383, (360) 692-4033 or 1-800-950-4321 or FAX (360) 692-8669 by not later than Friday, April 23rd, 2009, which shall also be the termination date of this Purchase Agreement. Buver and SeDer mutuaDv 82ree that closin2 is desired as soon as all conditions of this Purchase A2I'eeIIIent have been satisfied and the escrow a2ent has DreDlU"edlreceived aD documents necessary to close this transaction. Closing for purpose of this Purchase Agreement is defmed as the date of recording for the conveyance document. Buyer and Seller upon demand of either will deposit with escrow agent all instruments and funds necessary to complete the closing for this Purchase Agreement. Buyer and Seller shall each pay one-half of the escrow agent's fee. Escrow agent is authorized to deduct/collect and pay the brokerage fee referenced for this transaction. Buyer and Seller authorize escrow agent to prepare the documents necessary to close this sale of the subject property in accordance with the terms and conditions of this Purchase Agreement. Time is of the essence in this Purchase Agreement. This Purchase Agreement shall be construed and interpreted under the laws of the state of Washington. Initials ~91l.:C?/#r R~ JI,v/o~~'~,itt' Date REAL ESTATE PURCHASE AND SALE AGREEMENT - Page 3 of7 10. PRO-RATED ITEMS. Real estate taxes, personal property taxes, rents, insurance., interest, mortgage reserves, and all other services on the subject property which are the responsibility of the Seller shall be prorated as of the date of closing for this Purchase Agreement. Escrow agent is authorized and instructed to prorate all such items, except utilities, as of date of closing. Escrow agent is notified that Buyer and Seller shall prorate utilities outside of escrow for this transaction. Escrow agent shall have no responsibility to prorate utilities in this transaction. All prepaid rents, tenant security or damage deposits, and other deposits for the subject property shall be transferred or assigned through escrow agent from Seller to Buyer at closing. Seller to pay-off any utility, UUD, or road improvement liens owing against the subject property at time of closing through escrow agent. Any other items which are normally prorated including, but not limited to, service or maintenance contracts shall be prorated by escrow agent as of date of closing. Buyer to contact appropriate utility companies within two (2) business days of closing to sign/register as owner of the subject property. Seller authorizes escrow agent to deduct and pay at time of closing any real estate transaction tax for the subject property required by governmental authorities. 11. PROPERTY CONDITION. Buyer accepts the subject property and its related equipment and systems in AS-IS condition EXCEPT as otherwise stated within this Purchase Agreement AND subject to Buyer's Feasibility Study in item #21 below. Seller makes no warranty nor guarantee regarding the condition or maintenance of the subject property and its related equipment and systems. Buyer understands that seller makes no representation or warranty with respect to compliance with local, state or federal laws regarding accessibility or non-discrimination as to people with disabilities, including but not limited to, the Americans With Disabilities Act. 12. ZONING AND USE. Buyer accepts full responsibility for Buyer's research of the subject property through appropriate regulating agencies regarding zoning, allowable uses, building requirements, environmental compliance, fue and safety code requirements, and development restrictions affecting the subject property. Seller and broker make no representation, guarantee or warranty regarding said zoning, uses, requirements, compliance, and restrictions related to the subject property. 13. HAZARDOUS MATERIAL REPRESENTATION. The term "hazardous waste or materials or substances" as used in this Purchase Agreement is used in its very broadest sense and includes, but is not limited to, materials and substances designated as hazardous under federal, state, or local act or ordinance. In compliance with Chapter 70.l05D of the Revised Code of Washington, Seller hereby notifies Buyer that to the best of the Seller's knowledge the subject property does not contain and is not contaminated with any hazardous waste or material or substance and is not in violation of any environmental law. Seller makes no representation regarding latent or unknown hazardous or environmental contamination at the subject property. 14. UNDERGROUND TANK. Buyer acknowledges the existence of an underground oil tank located on the along the westerly edge of the subject property and adjacent Warren Avenue. The tank is understood to fuel the generator inside the building. Buyer intends to investigate the feasibility of retaining the generator and oil tank to potentially complement their business activity at the subject property. Buyer will complete their investigation during their Feasibility Study in item #20 below and provide written feedback to Seller regarding their conclusions. In the event Buyer concludes they do not wish to retain the oil tank at the subject property, then Seller agrees, at Seller's expense, to remove the existing underground oil tank, test the soil, and fill the remaining hole with soil. Said removal shall comply with State of Washington Department of Ecology guidelines for removal of such tanks. Seller to complete said tank removal work in a timely manner after receiving notice from Buyer. IS. CONDmONAL USE PERMIT. Buyer desires to occupy the subject property with their business, Shine Micro, Inc. Buyer understands the subject property is zoned Low Density Residential which requires a Conditional Use Permit under the Adaptive ReUse Ordinance prior to occupancy. It is Buyer's belief their intended business use is an approvable use per item (b) of section 20.46.070 of the Bremerton Municipal Code. This Purchase Agreement is subject to Buyer obtaining a Conditional Use Permit with terms agreeable to Buyer for their intended business occupancy of the subject property by not later than date of closing for this transaction. Buyer shall make application for the Conditional Use Permit as soon as reasonably possible, and pursue the Conditional Use Permit to the best of their ability until reaching a conclusion. Buyer to provide written approval or rejection to Seller of the adequacy of said Condition Use Permit. In the event the Buyer determines the terms of the Conditional Use Permit to be unsatisfactory to Buyer at Buyer's discretion. Initials ~ ~C6?/fIv Date Vl3"k tAr /D~ g/l)/~ REAL ESTATE PURCHASE AND SALE AGREEMENT - Page 4 of7 then this Purchase Agreement shall be considered terminated and the earnest money returned to Buyer according to the terms of this Purchase Agreement. 16. USE OF COMMUNICATIONS TOWER. Buyer desires to use the existing communications tower as part of their business activity at the subject property. Buyer's use of the communications tower will be in strict compliance with Federal Communications Commission (FCC) rules and regulations. which prohibits interference with local household electronics or appliances. This Purchase Agreement is subject to Buyer obtaining satisfactory approval (not later than date of closing for this transaction) from the City of Bremerton and any other necessary regulatory entities for use of the communications tower as part of their business activity at the subject property. In the event the 'Buyer is not able to obtain satisfactory approval for use of the communications tower, then Buyer shall have the option of delivering written rejection notice to Seller and this Purchase Agreement shall be considered terminated and the earnest money returned to Buyer according to the terms of this Purchase Agreement. 17. BRIDGE RUNNING LIGHTS. It is understood the controls for the running lights on the Warren Avenue Bridge are located within the former CenCom building at the subject property. These controls and the running light system are the property of the Washington State Department of Transportation. The Seller has accommodated this system without compensation from the State of Washington. There is no written agreement for this arrangement. Buyer acknowledges this arrangement and agrees to allow the State of Washington to remove their controls from the building at the former CenCom building by not later than 6 months following date of closing for this transaction. The Seller to promptly inform the State of Washington in writing of this agreement for the State to vacate the controls from the former CenCom building with a copy sent directly to the Buyer. The Seller will also be responsible to inform the State of Washington in writing upon date of closing for this transaction that the State has 6 months to vacate their controls from the former CenCom building. Buyer agrees to allow access into the former CenCom building for State of Washington personnel or their contractors to complete the removal of their controls. It is understood there are no electrical charges or electrical meter within the subject property associated with the bridge running lights or their related controls. If it is determined the running lights or their related controls are connected to the electrical meter(s) serving the subject property, then, in the event the State does not promptly do so, the Seller will reimburse the Buyer for estimated electrical costs related to the running lights or their controls for the interim period between date of closing for this transaction An!l the date the controls are removed from the subject property. Seller takes responsibility to ensure the State of Washington completes their controls removal work in a professional, workmanlike, and timely manner. 18. CITY COUNCIL APPROVAL. This Purchase Agreement is subject to formal approval by City Council for the City of Bremerton. Seller commits to obtain feedback from the City Council no later than 60 days following mutual acceptance of this Purchase Agreement. City Council approval shall mean this contingency is removed as a condition of purchase from this Purchase Agreement City Council rejection shall mean that this Purchase Agreement is null and void and herein receipted earnest money shall be returned to Buyer. 19. EMS PROPERTY OWNERSHIP. It is understood the Kitsap County EMS property is currently owned by Kitsap County. Further, it is understood the City of Bremerton has an agreement with Kitsap County by which the City can take control of the Kitsap County EMS property in order to pass ownership to the Buyer under the terms of this Purchase Agreement. This Purchase Agreement is subject to Kitsap County approval of this sale by no later than 60 days following mutual acceptance of this Purchase Agreement between Buyer and Seller herein. Kitsap County approval shall mean this contingency is removed as a condition of purchase from this Purchase Agreement. Kitsap County rejection shall mean that this Purchase Agreement is null and void and herein receipted earnest money shall be returned to Buyer. 20. ACCESS EASEMENf. Seller has indicated their intention to create and record an easement for ingress and egress of City of Bremerton personnel from 17th Street to Roto Vista Park for official business of City of Bremerton. The easement is generally outlined in the drawing attached 'as Exhibit B and referenced within the Legal Description in Exhibit A Seller will complete this easement documentation and will record said easement on the subject property no later than date of closing for this transaction. Buyer agrees to cooperate in allowing recording of said easement on the subject property. Cost of creating and recording said easement shall be paid by Seller. 21. FEASIBILITY STUDY CONTINGENCY. This Purchase Agreement is subject to the Buyer completing a satisfactory feuibilily 'ludy Co< Buyer~1<n<kd "'" of !be .obj",' _. SaUl feuibilily """y .... be ..mfoc1ory 10 Buy" at Initials / Jh8- G?~ 1l113/Clt .'i1Mt ?/z-zf~ Date REAL EST ATE PURCHASE AND SALE AGREEMENT - Page 5 of 1 Buyer's sole discretion. Buyer's feasibility study may include, but not limited to, an inspection of the building & grounds; review of any lease agreements on the subject property; review of any contracts & maintenance agreements; and investigation into the fuel tank per item #14 above. Seller agrees to furnish Buyer with any and all environmental, architectural, engineering, soils, and any other studies or drawings pertaining to the subject property that Seller has in their possession. Seller to deliver said items to Buyer within 1 business days of mutual acceptance of this Purchase Agreement. Buyer shall be responsible to promptly pay the cost of any and all reports, studies, engineering, environmental investigation, inspections, etc. desired by Buyer as part of Buyer's feasibility study. In the event that Buyer fails to close this transaction, then Buyer agrees to promptly return copies of any such reports or studies to Seller at no cost to Seller. Buyer (and Buyer's consultants) shall be allowed to enter the subject property at reasonable times in order to complete Buyer's feasibility study. Buyer shall be responsible to promptly repair any "damage" to the subject property which may occur while conducting Buyer's feasibility study. To the best of Buyer's ability, Buyer shall conduct their work related to this feasibility study in a professional manner. Buyer shall provide written "acceptance" or "rejection" of Buyer's feasibility study contingency to agent by not later than Ninety (90) days following mutual acceptance of this Purchase Agreement. Buyer's written acceptance of Buyer's feasibility study contingency to agent shall mean that Buyer's feasibility study contingency is removed as a condition of purchase from this Purchase Agreement. Buyer's written rejection of Buyer's feasibility study contingency to agent within said time period shall mean that this Purchase Agreement is null and void and herein receipted earnest money shall be returned to Buyer. Failure of Buyer to provide written acceptance or rejection of Buyer's feasibility study contingency to agent within the time period allowed shall mean that the Buyer accepts Buyer's feasibility study contingency and that Buyer's feasibility study contingency is removed as a condition of purchase from this Purchase Agreement. 22. NON-FOREIGN SELLER STATUS. Seller certifies that Seller is not a foreign person or entity. Seller further certifies that Seller is a United States taxpayer. Buyer and Seller authorize escrow agent to prepare the necessary affidavit required to comply with Internal Revenue Code Section 1445 regarding tax withholding requirements for foreign persons or entities. 23. POSSESSION. Buyer shall take possession of the subject property at the time of closing for this Purchase Agreement. Seller agrees to maintain all grounds and all improvements in their present condition, reasonable wear and tear excepted, and otherwise continue to manage the property in the same manner until the close escrow. If the subject property shall become destroyed or materially damaged by fire or other casualty prior to closing, then this Purchase Agreement may become null and void at Buyer's sole option providing Buyer promptly delivers written notice to broker. In this event the earnest money deposit shall be refunded to Buyer less any unpaid cost of preliminary title report or commitment cancellation fee. 24. FAX ACCEPTANCE & COUNTERPARTS. Buyer and Seller herein accept and approve that signed FAX copy and signed e-mail copy shall be considered binding acceptance for purposes of this Purchase Agreement. Buyer and Seller agree that acceptance in counterparts is agreeable for mutual acceptance of this Purchase Agreement. Buyer and Seller agree to follow-up and deliver by mail or in person a single fully signed and completed original Purchase Agreement document inunediately after obtaining acceptance by FAX or counterparts. 25. FORMAL ENTITY OF BUYER. Buyer intends to create a Limited Liability Company or other suitable entity under which Buyer will take ownership of the subject property at time of closing. Buyer shall work diligently to finalize creation of such entity so as to be ready for closing in a timely manner. 26. OFFER TERM. Buyer offers to purchase the subject property on the terms and conditions noted herein. This Purchase Agreement offer is made subject to approval by the Seller not later than 3:00 PM PDT Friday, August 22nd, 2008. It is understood the City Council must make formal approval of this Purchase Agreement as a condition of Seller selling the property as outlined in item #18 above. In consideration of broker submitting this Purchase Agreement to Seller, Buyer agrees with broker not to withdraw this offer during said period or until rejection thereof by Seller. Buyer agrees that written notice of acceptance given to broker by Seller shall be notice to Buyer. If Seller does not accept this agreement within the time specified, then the broker shall refund the earnest money to Buyer upon demand. Initials ,7i! ~~o/ Date REAL ESTATE PURCHASE AND SALE AGREEMENT - Page 6 of 7 27. INTEGRATION. Buyer and Seller agree that there are no oral or written representations which are not contained herein and that there are no verbal or other agreements which modify or effect this Purchase Agreement !m!! that this Purchase Agreement supersedes any prior understanding(s) or agreement(s) between Buyer and Seller for purchase and sale of the subject property Ml!l that Bradley Scott, Inc. is in no way responsible for the delivery of title or possession or condition of the premises. All representations by Seller in this Purchase Agreement are limited to the best of Seller's knowledge. The captions and headings within this Purchase Agreement are for reference-only and shalI not diminish the intent of its content. In the event that either Buyer or Seller consists of more than one person or entity, then the obligations herein shall be joint and several to all parties within applicable Buyer or Seller, unless otherwise agreed between Buyer and Seller within this Purchase Agreement. Buyer represents that Buyer has sufficient funds to close this sale in accordance with this Purchase Agreement, and is not relying on any contingent source of funds or gifts unless expressly set forth elsewhere in this Purchase Agreement This Purchase Agreement affects the legal rights and obligations of the Buyer and Seller. Broker is not authorized to give legal or tax advice. No representation or recommendation is made by broker regarding the legal sufficiency, legal effect, or tax consequences of this Purchase Agreement or related transaction. Buyer and Seller are encouraged to consult with their respective attorneys regarding these questions before signing this Purchase Agreement. In the event that any key date for performance according to this purchase agreement shall occur on a weekend or holiday, then the effective date for performance shall automatically become the next business day. If, by reason of any default on the part of Buyer or Seller in the performance of any of the terms or provision of this Purchase Agreement it becomes reasonable for either party to employ an attorney, then the defaulting party agrees to pay the non- defaulting party's costs, expenses, and attorney's fees reasonably expended or incurred in connection with such default whether or not litigation is commenced. The undersigned declares that they possess the legal authority to sign this Purchase Agreement for the Buyer herein. The undersigned Buyer acknowledges receipt of a true copy of this Purchase Agreement 28. AGENCY DISCLOSURE. At the signing of this Purchase Agreement the listing broker, Victor C. Ulsh of Bradley Scott, Inc, represented the Seller. Each party signing this Purchase Agreement confirms that prior oral andlor written disclosure of agency was provided to them in this transaction. Buyer and Seller confirm receipt of the pamphlet titled "The Law of Real Estate Agency." In the event different agents from Bradley Scott, Inc. represent Buyer and Seller, each party signing this Purchase Agreement consents to be designated broker of Bradley Scott, Inc. acting as a dual agent. In the event the same agent(s) from Bradley Scott, Inc. represent both Buyer and SelIer, each party signing this Purchase Agreement consents to those agents representing both Buyer and Seller acting as dual agents. BUYER: Judith V. Iohnson and/or Assigns ~V ' .- y)j4y /} JtaJ< /J11 8 It trlo-g CONTACT FOR NOTICES: WK (360) 437-2503 1234 Shine Road Port Ludlow, Washington 98365 iucty@shinemicro.com Mark M. Johnson date SELLER'S AGENT: Bradley Scott, Inc. 400 Warren A venue, Suite 450 Bremerton, Washington 98337 Bremerton Line: (360) 479-6900 Toll Free: (800) 479-6903 FAX: (360) 479-5499 by Victor C. tnsh Date Initials Q)19 f1r G(;11t ~tf 6"/1}% "!Ii ?hZ!{)~ Date REAL ESTATE PURCHASE AND SALE AGREEMENT - Page 70f7 29. ACCEPTANCE AND FEE AGREEMENT. The undersigned Seller accepts the terms and conditions offered by the Buyer herein and approves the sale; acknowledges that Bradley Scott, Inc. was the procuring cause of the sale; agrees to deliver the conveyance document and other instruments in accordance with this agreement: agrees to pay Bradley Scott, Inc. a brokerage fee as per listing agreement for its service rendered in being the cause of this sale. Said fee shall be due and payable upon the close of this transaction. In event the earnest money is forfeited, then said earnest money shall be divided equally between Seller and broker after deduction of expenses incurred by broker and provided that the amount to broker does not exceed the agreed brokerage fee. In case of suit or action on the coIlection of the brokerage fee or real estate conunission fee due to Bradley Scott, Inc., the prevailing party shall be entitled to reasonable attorney's fees. The undersigned declares that they possess the legal authority to sign this Purchase Agreement for the Seller herein. The undersigned further acknowledges receipt of a true copy of this Purchase Agreement signed by Buyer. SELLER: City ofBremerton By Phil Williams Director of Public Works and Utilities date date Seller's Point of Contact for City of Bremerton is Gunnar Fridriksson WK (360) 473-2354 E-Mail gunnar.fridriksson@ci.brernerton.wa.us 3027 Olympus Drive Bremerton,WA 98310 Initials '7h8 /L~ ~ 1i~8 ~~ Date !&J!al Description Fonner Kitsap County Emergency Management Services Facility Tax Parcel Number 3804-004-007-0205 914 17th Street in Bremerton That portion of Lot 7, Tract 4, Warren Smith's Acca 'J:cncts, accocding to plat recorded in Volume 2 of Plata, Page 51, Records of Kitsap County, Washington, desccibeCl as follows: Beginning at the Northwest cotner of Elizabeth Avenue and 17th Stceet at the Southeast corner of the East 20 feet of said Lot 7: thence West along South line thereof 129.95 feet to the True Point of Beginning; thence North parallel to the East line of said Lot 7 a distance of 63.54 feet: thence East parallel to the South line of said Lot 0.9 feet: thence North parallel to the East ~ine of said lot 7, 32.54 feet: thence West parallel to the South line of Said Lot 62.47 feet: thence SOuth parallel to the East line 'of said Lot 96 feet, more or less, to the South line of Lot 7: thence East along said South line 61.5 feet, more or 1..., to the True Point of Beginning; E:XCEPT that po~tion ther~f as acquired by the City of Brellecl:.on in Kitsap County superior Court Cause No. 64881. c;?//Y g/tz/ of /f)1 0Y1 ~ Z~>-.J(I(fg 7/f. y!,r)6 ~ Exhibit A LEGAL DESCRIPTION Fonner CenCom Facility 1720 Warren Avenue in Bremerton A portion of Lots 6 and 7, Tract 4 of the Plat of Warren Smith's Acre Tracts as recorded in Volume 2, of plats, Page 51, records of Kitsap County, Washington, situate in Government Lot 3, Section 14, Township 24 North, Range 1 East, Willamette Meridian, Kitsap County, Washington, being more particularly described as: Belinning at the monument in case at the intersection of the centerline of 17 Street and the easterly margin of Elizabeth Avenue, being S 88024'23" E 1006.49 feet of an existing monument in case at the centerline intersection of Chester Avenue and 17th Street; thence N 88024'23" W 174.15 feet along the centerline of 17th Street to its intersection with the extension of the east line of the west half of said Lots 6 and 7; thence.along said extension and east line N 1003'05" E 111.18 feet to the True Point of Beginning; thence continuing along said east line, N 1003'05" E 120.00 feet to a point 38 feet south of the north line of said Lot 6; thence N 88024'23" W 124.03 feet; thence S 1004'49" W 176.62 feet; thence along a left hand curve, the center of which bears S 88055'11" E 25.00 feet, through a central angle of 90030'48" an arc distance of 39.49 feet; thence S 88024'23" E 42.20 feet; thence N 1001 '20 E 81.08 feet; thence S 88024'23" E 57.43 feet to the True Point of Beginning. Together with and subject to a 15 foot easement for ingress and egress over and upon the property, the centerline of which is described as follows: Beginning at the northwest comer of the above described parcel, thence along the north line of above described parcel, S 88024'23" E 7.50 feet to the intersection with the centerline of said easement and the True Point of Beginning; thence S 1004'49" W 22.97 feet; thence S 39052'12" W 17.56 feet; thence S 1004'49" W 55.74 feet; thence S 46059'58" E 48.38 feet; thence S 1004'49" W 76.67 feet to the south line of the above described parcel and the tenninus. QwY f/tzlOf /;YJ (JT))4 gIO{s-~ 9tlol REFERfNCF:S' I.) tll'r OF 1IlIOlOmI. "" SCAlt ..... (MAl'NElI ORWCS) corED SO'TDIKR ,.... 2.) llNRECllAOfD SUlMY BY _ "''''CUE com 7/28/S< 1) l.INIltCOAOOl SUIlII[Y BY P..... WElIHtR llATm 7/2'/.. I:Q 5th STREET I I I I I I I I I I I I I I f' I I I I I I I I I I ~I I I ~I I I;:: I I !i r I I --~, I I I "TI.l'~~"J"llarDKD. I J EI-----'=;~~:;T_:---~--J i I! .,. I l..{f I ATu'~",,,~,,,,,,,,, I, ~I I ;> L..J I ~l > I I < I J:r: I I ti I I 1]:11 I 1;:51 I I...... I I d I I I ! ~ II 20' i ----~~------~ L .'" Ji!3,z,' 'liEl/lICR L HAYNER) ------ - 323.30' OlElls.> IS' ~8"19'2r( - JI8.83'Olt/lt.> - - ,- - JIB.S2'(HA'I'NO/) N98'2~'23"1i - ID06.49' CNEIli.> 174J5 IS' I 31878'(Hc~") ~~==--'="~-- U:::.=!O~~(J..!!~___________ 318.B7'(J(([;EU .r - - - -, llllNUMENT GE$TR[)\,ED B'I' I \ CllNUI!UCTllIN - RESET 1'1' CIT'!' I;;; I ~.JAH. <'Ga7. llRIGlNAU'I' SET 1'1' I ~ I I CIT'!' lICTUlER 14, 1947. I ~ I MlINllMEHT SET OCT. 14, 1947 ? B'I' CIT'!' or IREMEllTllN i: ~ <1l/O6> dd o.o. ...'" , NI8'l!4'~" No LINE UlT 6 .... ..... ,.Q :a io< ~ 15... liD rv.. - "' ~ >~ - .. ... z.... -u -'e .Il< ....... ~~- "'...... i_~ 00:: ZUv HCIoIUMl:NT SET BY CITY Of IREItERTllN 7 n /47 CIl/ll(,) t: !II ~ i HllHlIHENT SET OCT. 211, 1947 1'1' crT'!' tlf IlI!:I4El!TllN al/ll&> 30' 80' =:J Bar Scale 0"-30') S.".. DrDwfnf} Nom. c..-<<>m fXHtBIT Sh..t~o'~ CITY OF .",..",."" ft8UC_.~ ""'- aD......... NBC- -. .... DfIllIllT FOR PIlOI'EIl1Y WE Of' A POIlTION Of GOV'T LOT 3 (NE 1/4. NE 1/4) SEC.14, T.24N.,R.1E.,W.M. KITSAI' COUNTY, WASHINGTON ~ . - 3/" _ P1P( ...... eN' SET UNUSS NOml 0llilJlW&(7) - - LJtrf[ SUM:Y[O + - DtrSTlHQ WONUWDrT AS HOlm. o . - Df:t1OUous T1lEl - EYERCAEEN TAE( - :S. CVNIINl:: .. . 1U.lPHOHE POlE ~ ~~ {~~ k~~ M~ ~ \j)~ A : ~ '0:::: ADDENDUM A The Real Estate Purchase and Sale Agreement dated August 15th, 2008 between Judith V. Johnson and/or assigns, as Buyer, and the City of Bremerton, as Seller, of the subject property commonly known as the former CenCom property at 1720 Warren Avenue in Bremerton, Washington consisting of portions of Kitsap County tax account parcel numbers 3804-004-006-0107 & 3804-004-006-0305 AND the former Kitsap County EMS property at 914 17th Street in Bremerton, Washington and having Kitsap County tax account parcel number 3804-004-007-0205, is revised and continued as follows: 1. PURCHASE PRICE. The total purchase price for ,the subject property is Five Hundred Five Thousand Dollars ($505,000). The pricing is broken down as $405,000 for the former CenCom property and $100,000 for the former Kitsap County EMS property. 2. BOUNDARY LINE ADJUSTMENT. This is a clarification to terminology used in item #2 of the main body in the Purchase Agreement. The formal process to create the subject property shall be a Boundary Line Adjustment, which the Seller will be responsible to complete for the subject property as otherwise outlined in item #2 of the Purchase Agreement. 3. UNDERGROUND TANK. Clarification to item #14 of the main body of the Purchase Agreement. Buyer accepts the subject property and the underground oil tank subiect to satisfactory conclusion of Buyer's Feasibility Study contingency. Seller does not agree to remove the tank or perform further testing as suggested in item #14. 4. OFFER TERM. Seller's counter-offer to Buyer shall automatically expire if not accepted in writing by Buyer prior to 3PM PDT Friday, August 29,2008. APPROVED AND ACCEPTED: ~~i of aith V. JOhnson~ date ~ 011# 3'/cQs /fJ ~ Mark M. Johnson date ~ ~iYj=rton ~ Y!2-?-/og Phil Williams date Director of Public Works and Utilities Point of Contact is Gunnar Fridriksson E-MAIL gunnar.fridriksson@ci.bremerton.wa.us Contact Information Contact Information 3027 Olympus Drive Bremerton,WA 98310 WK (360) 473-2354 FAX (360) 473-5398