The URL can be used to link to this page

Home My WebLink About200503020272 IIlllllllfllllilllllllllllllllllllllillllllilll(NIIlII P go��1 0020272 WHEN RECORDED RETURN TO: STEI�ART TITLE OF KITSRP C OEED t2f�,y(+ Kitsap Wp 3 A8P Name: Westsound Bank Address: 190 Pacific Avenue Bremerton, WA 98337 ,:°'�•,:, ,: �:, � • E '• �'• :'� • � Escrow Number: 20Q5a�`l.A$�F Filed for Record at Rqqu�st.of:`'Stewa►t Tlt(�.o�Kiisap County :;:��'i�►TU,:�'.p:�2;lf��°��1VARRANTY DEED ..,:.. �.:, ��:: �� .,.. . ;.. �::. The Grantors; �Citj�: bf Bremerton, a'°Vji�s�lington municipal corporation for and in consideration of Ten Doilars and other good and valuable consideration in hand paid, conveys, and warrants to Weslsound Bank, a Washington State Chartered Bank the following described real estate, situated in the County of Kitsap, State of Washington: . That portion of Govemment Lot 2, Section 13, Township 24 North, Range 1 East, W.M., in Kitsap County, Washington, described as follows: - Beginning at the Northeast corner of Block 16, Town of Bremerton, according to the plat recorded in Volume 2 of Plats, Page 30, records of Kitsap County, Washington; thence North 60 feet to the Southeast corner of intersection of Pacific Avenue and 8"' Street and the True Point of Beginning; thence North along the West margin of Pac�c Avenue 200 feet; thence West along the South margin of 7' Street a distance of 250 feet; thence South 97 feet; thence West 20 feet; thence South 103 feet to the North margin of 6'" Street; thence East 270 teet to the True Point of Beginning. SUBJECT TO: See Exhibit °A" attached hereto and made a part hereof Assessor's Property Tax Parcel/Account Number: 132401-3-189-2009 Dated: March 2, 2005 City of Bremerton BY:� SY: Cary Boze an Mayor KITSAP COUNTY TREiiSURER E7ICISE 03/02/2008 2006EX01687 Tetal : :2.00 Cl��k'• Inlllal ___��__ STATE OF Washington ) ) ss. COUNTY OF Kitsap ) I certify that I know or have satisfactory evidence that Cary Bozeman is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledged it as the Mayor of City of Bremerton to e and voluntary act of such party for the uses and purposes mentioned this instrument. �,�P V S Dated: March � _, 2005 ��',�`� : ��pTAR�� * Notary Pu lic in and for the State of Washingt J'� �3_ B� O� �_ Resid n oiat ` ment expires: ?.- ��l -U � 9rFOF�WASN��G� 9 �Jr�mP.� y�/ I� Order Number: 200505248EF ��°`°°°�:_,:;��MIBIT °�p» Easement and co�:tli�i��s'°�c�ntained therein as reserved by: Ordinance No.:::''�:::::��::�°�:'�`°°; .:::�..�fi:� Approved or1::� :.::::�:::,.::::;. ��`�`� :::::;�:.,�i.p�J, 17, 1974 Recording �°�:� �' .°:� `:10'�fl867 In favor.:Q.f.:;;°'�::;�.. :: ��:: of Bremerton for: :� � :��'��construct, reconstruct and maintain public utilities Aff �.. �. � The legal description contained in said easement is not suffia�ctt to determine�il�'�ex�[ct location within said premises. Easement, including terms and provisions contained therein: Recorded: January 30, 2004 Recording No.: 200401300476 In favor of: City of Bremerton, a Washington municipal corporation for: a right of way easement for the construction, operation, maintenance, repair, teplacement, improvement, removal, and enlargement of streets and for utility systems for the purpose of transmission, distribution, and sale of electricity and other utilities, such systems including but not limited to under ground facilities of conduits lines, cables, vaults, switches and transformers for electricity; fiber optic cable and other lines, cables and facilities for communications; semi buried or g�ound-maunted facilities and pads, manholes, meters, fixtures, attachments, and any and all other facilities or appurtenances necessary or convenient to any or all of the foregoing. Affects: Refer to said instrument for the exact location. Restrictions as to business use imposed by instrument: Recorded: June 30, 2004 Recording No.(s): 200406300659 Matters disclosed on a survey of the herein described property was recorded under Kitsap County Recording No. 200309'160285. I�� II IIIII I��II p 005Q3 20272 IIIII I� . ill 1 I II INllll III I flll illl IIII @310212@85 03�08P STEI�AkT TITLE OF KITSRF' C DEEG f20.N9 Kitsap Co, WA w 3/3/05 9:18 AM OMB No. 2502-0265 A. U.S. Department of Housing B. Type of Loan and Urban Development 1. [] FHA 2. [� FMHA 3. [] Conv. Unins. 4. [] VA 5. [] Conv. Ins. [X] Other. FINAL 6. File Number 7. Loan Number 200505248 Settlement Statement 8. Mortgage Ins. Case No. C. Note: This form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked ("POC") were paid outside the closing: they are shown here for information ur oses and are not included in the totals. D. Buyer/Borrower: Westsound Bank, 190 Pacific Avenue, Bremerton, WA 98337 E. Seller: City of Bremerton, 345 6th Street Suite 600, Bremerton, WA 98337 F. Lender Name: G. Property Location: of Section 13, Township 24 North, Range 1 E East, Kitsap County, Washington 540 6th Street, Bremerton, WA 98337 H. Settlement Agent: Stewart Title of Kitsap County (360) 337-2000 Place of Settlement: 9633 Levin Road NW, Suite 101, Silverdale, WA 98383 I. Settlement Date: 3/2/2005 Proration Date: 3/2/2005 , .r� �..;har°�,�<':�i£., ��'� s::; ';;;�,,;�"�^_ .�i��.°;.�..g::` '�`> %� ""Ma�°> , a.tM.�.'�`�" �•°.� � F,�,,.,,,�.;r =;�e; �.4�"�' � � �a.�� ., ;.. � �::'%,6;"r,: `��J��Summa ;of'Bu eN6orrowe�'s Transaction�`� �� K: Summa ofNSeiler's Trarisaction�;° �," °:�`"'�:-°.M<y=x ,�!�,,.��y `� � �!��. .�,�„�,�,,.N � :,��. �� 100. Gross amount due from buyer/borrower: 400. Gross amount due to seller: 101. Contract sales price 401. Contract sales price 1,150,000.00 102. Personal property 402. Personal property 103. Settlement charges to borrower (line 1400) 403. 104. Payoff 1 st Mortgage 404. 105. Payoff 2nd Mortgage 405. , C^�: ° , ri,' :' i��s .:ii.�:x�.��:. „ /��a.�> N5d ; r„f ..r z ..�.:.<.,� m �-.� µ,.,tr �,�."�"','Y✓" ,: p '2�':; .a� , f;<f'��1�' °, :�c<RC °, i�KR��Sh' , ..: >�.rYr*'� '�'•r� »�,,�',� Atl'ustme�ts�foriitems aid�b -selfer°irradvance �..:�., `°� Ad ustmenitsvfo�`items" aid"b �seller°,in adva'rice:'`�%x�:.��:�; � .:�;:.;,: � 1� , �p �. Y ��. a��.,, ;.sv��.�� 2...1_ �� .,p. �-�Y�„ �� .��•� a.� 106. City/town taxes 406. City/town taxes 107. County taxes 407. County taxes 108. Assessments 408. Assessments 109. HOA Dues 409. HOA Dues 110. 410. 111. 411. 112. 412. 120. Gross amount due from buyer/borrower: 420. Gross amount due to seller: 1,150,000.00 ;�,„, ,.;�,„.g" 3 � �%a::.�r � d,kw1 .<��;:n:�2;Ra acsr;�i ':�t':i� zs�„••s� >T,•>,=5�w�,, _ � r�,a�,r 200.� -'Amourits, aicl b""��br in�tiehaifof°bu e�Jborrowe`r" ;��.; ,.,;�, ,�,�_.�, 504: °Reduction �,,$�� ;�. ,�,,, �„�s, ,.. :,.<...�_�, ,......R. Y�..�...._�,.„ ,,.._<. Y �..�. .�Y;;,-,s,,�;,,.., �..,.........._a._��,.� ,�_� ............. �. ,� 201. Deposit or earnest money 501. Excess deposit (see instructions) 202. Principal amount of new loan(s) 502. Settlement charges to seller (line 1400) 3,352.18 203. Existing loan(s) taken subject to 503. Existing loan(s) taken subject to 204. Principal amount of 2nd Loan 504. Payoff of first mortgage loan 205. Deposit to Lender 505. Payoff of second mortgage loan 206. Deposit to Close 506. 207. 507. Additional Payoffs 208. 508. 209. 509. .�:b,n .;^��xa�ra.�'.. �.,�„ ��,��r ��Y; '� ��;'�,;..�� :h„r .��" ,�.�s.�' ,..�r.,�-x '��'��;.��,�;�; Fk�g3'�,> Adjusfinents,fo��items unpaid;tiy seller:�„ .�.> ;��,� ��:�::.f«<:��.<-..t� Rd�ustments foE �temsaunpaid tiy�seiler ,��<� �. ��K. � Y;�:x N �<�,�;;_ �;" �� 210. City/town taxes 510. City/town taxes 271. County taxes 511. County taxes 212. Assessments 512. Assessments 213. HOA Dues 513. HOA Dues 214. 514. 215. 515. 216. 516. 217. 517. 218. 518. 219. 519. 220. Totai paid by/for buyer/borrower: 520. Total reductlon in amount due seller: 3,352.18 •-gz«*voxa :�:)� „ ri%" �fi�?-.�a* ,:g,� a,y,�,�.,,.,."5,%;, �..� �yo. .� «�c•� q�np,�,�, ,.. ti� ,� : a•\�".yc<� �" � a ��.a„��"�+qy „�w� . ' � ..h ,� n'n%�>,.;i»rio 300:%�.."'Gash'at settlement�from%to bu er/borrbwe�::'",�' �� .�� y;';� .� ° �;,��.. r�:,, �,�,�.,��„�:, � Y 4 .� L �;,..,,. y .��, 600 ��Gash,�at se�isment�to/froin,seller.�.;,�,�„ ,�;�,,,��,�� 301. Gross amount due from buyer/borrower (line 120) 601. Gross amount due to seller (line 420) 1,150,000.00 302. Less amount paid by/for buyer/borrower (line 220) 602. Less total reduction in amount due seller(line 520) 3,352.18 303. CASH QFROM QTO BORROWER 603. CASH QFROM (X)TO SELLER 1,146,647.82 I CERTIFY T�-IIS DOC'UMENT IS A TRUE AND CORRECT COPY (JF THE ORIGINAI, DATED: 3 �� i�.�rr�� BY: ST ART TITLE OF KITSAP COUNTY �;>r ,"'.�ar�� :�� "�,T�a� ', "'`��'Aeo-� �' ��:�<;,' �" �r �`��.i°K,- a <.�. �c,x _ , » x,� v 3, :�.,� , l:.� Settieiiienf�Ctia `� BS:��k,-• �:�,�`��y.a=�� 3/3%059:18i41U1 �, .,��.,.,��;�; E�.��s':;w��,��,;:,� 200505248 ,,.� 700. Total sales/broker commission Paid From Paid From Division of commission (line 700) as follows: Borrower's Seller's 701. $ Funds at Funds at 702. $ Settlement Settlement 703. Commission paid at settlement 704. 705. '�;�.� -a, � .s•.� ,,,St• A• �c g� �r s° .a .� ,;;�, ��<...;+-.':a 3,�' � -�., , t,� r. � *ti-� „ 3,,a�,.,�,.�.. ��.�°�,:�"'� ' ?-,;:, 800. ��ItemsA'�'a abie �n°connectibri�with loan" <.�,r f.. `� ��. r,,..,� �;;�.;', >i;:;n, ��m ,,,.,..��; wp y. � ,�x.,.... „r' ��v=c ±?�ti, <°s��^ 5xa�..rr��u..• �v� �,�„�.��:.,,U 801. Loan origination fee 802. Loan discount 803. Appraisal fee 804. Credit report 805. Lender's inspection fee 806. Mortgage insurance application fee 807. Assumption fee 808. Underwriting Fee 809. Processing Fee 810. Document Prep Fes 811. Tax Service Fee 812. Flood Certification 813. 814. Yieid Spread Premium (1st) 815. Yield Spread Preinium (2nd) 816. 817. 818. 819. ....�;,., � � . --v:�� , gm-. ,�,��:��"��;g+..�•�� x;'�:.;a��' ;��;�,.?%�.; �..�r - ,�y��; y.. �"� "�";�"� �``�F%<::° ,,,�. �>, v _'��- n-..��- �� 5 � ...�� „ > �._,,� > ,,, , ... 900��,,�Items required;by�lender,to,.be�paid�n�advance,, � _ ��s,�� ;;„��. �� ; ,�.�; �� , ,�:;,;�a....,k.;�� -��x. .,,, � �, , , R.. � f�,� f ,.,,�,� � _.. ...,._,-X ��. �� • , ,<......r. _ , • �< �� 901. Interest from 902. Mortgage insurance premium for 903. Hazard insurance premium for 904. 905. .,.,�k+,..FC .J�".., �'> �. ....'. ^ _ ,,..��e�°� Y SR� Ga.`�.vi�l�£ �sb'FC, '�'6f3.3R39 �3 , vw „ �ywr....,, uu �'ef��`�� ,6%F .&�as' �.'ns,! 1000.��".R`eserves deposited'with"�lentle��:� �:,2�'�� « <�,:'��`,M�,�`�y;;;;�'�-f,K.: �. - ��"� �` 'S�„2'"�lc��nP'Yx' n' .,:i�: w;.-F«s�rrz�`,i� i,�;�t�'.¢+%7rSf�,,,��i kw ll>» ^d'va+Yz �HSSm�B 5�sk'^o'3' S�:m. 1001. Hazard insurance 1002. Mortgage insurance 7003. City property taxes 1004. County property taxes 7005. Annual assessments (maint.) 1006. 1007. 1008. 1009. Aggregate Adjustment v�cz' ,� ��*, .,s.� ' �._ bb�c:+b�c.x� ,�.vai"� ��ar�t?;�;a ��"`."%��?.� ��'�s�rw', ��,�;�.. '=:�4�%>-;»v;.v�k 1100.� �Title`cha`��es,<.� >-. �»'y��t�>, �.�.�,��. �, �xx.r „��»,,�; ��,.�.;;;".'. ��,�,�.::�u., � _�9, .�..�'.°� ,�v� ; �t�` �:s,%�a '�� a�e�``�.��u�< Aa 1101. Settlement or closing fee to Stewart Title of Kitsap County 1,303.20 1102. Abstract or title search 1103. Title examination 1104. Title insurance binder 1105. Document preparation 1106. Notary fees 1707. Attorney's fees to includes above items no.: 1108. Title insurance to Stewart Title of Kitsap County 1,902.67 includes above items no.: 1709. Lender's coverage 1110: Owner's coverage $1,150,000.00 $1,902.67 1111. Endorsements 1112. Courier Fees 1113. Utility Payment 1114. 1115. , v �,..,,,. «��,�,z,.,:. „o,h». „��T,.,,,,�„ ,,,� ,,,� �ms, ,,, �n�m _....o.�. , „ . , � .._��,,.�w� zrav,r,, 5•,! .. �,;�sH, .,o, , t r,.;,,,, e. 1200.�� Govemmentarecorclm 'ands �_�° " � �''�' r ;t� �'°'�y, ` , transferci�a es , �3 �r,�,��;`,�'; ��' x� s;� ��.��3:�0�: �� -��r� �:., .�,;, �,_9�, .r9� � �_��. .�r�� ,°. ; � ��_ �, �° ��:.��.. � 1201. Recording fees: Deed $22.00 BOS $22.00 1202. Ciry/counry tax/stamps: 7203. State tax/stamps: 1204. Filing Fee for SWD Deed $2.00 1205. Reconveyance Tracking Fee 1206. �.s,u:r - � f a,i,�;�;s�." „t �a.� � "��..M .w:z., ^x�z<....... „ s;,;;..: u � xy , .g^ , ,'� , ,a s '�„pk,"zrt. „g„� -� 1300.. '.:,4dditiorial<settiement clia"r es' .:��, .��,��,�; ry�,�` z�;�%-;`- �;.� , �.��=:T° � *M ��s� • �_.r�`, �`�?;,:.a . _ � .. a„ .:J _�? �� . s_�z._ ?�.A�y:�asv�c'�s`s�;"�i ,��'v, 1301. Survey 1302. Pest inspection 1303. ESTIMATED WatedSewer Bill #1 � to City of Bremerton 146.31 1304. 1305. 1400. Total settlement charges (entered on lines 103, section J and 502, section K) 3,352.18 PLEASE TYPE OR PRINT REAL ESTATE EXCISE TAX AFFIDAVIT : PLEASE SEE REVERSE " ' • : ,•�;`�� {� : • � , This farm is .yo�rr ,regeipt � CIiAPTER 82.45 RCW - CHAPTER 458'-61 WAC ''�•� .� wlien stamped by'casi�ie'r. �� FOR USE AT COUNTY TREASURER' S OFFICE , (,Use Fotm No. 84-OOO1B for Reporting Transfets of Controlling Interest of Entity Owneiship to the Departinent of Revenue) ' • THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS 1-7 ARE FULLY;`C� QMPL�'�ED ' � ti � • :�. , ... � ; o. ; ., - .a . ,. ' „�' . � . S G Name City of Bremerton, a Washington municipal Corporation B G Name Westsound Bank, a Wa�hington State Charte�ed Bank E R U R r L A ConYd Y A ConYd '��"'::� , � � ' L N E N � E T Street 345 6th Street Suite 600 R T Streei 190 Pacific Avenue � R O E R City/State/Zip Bremerton, WA 98337 E City/State/Zip Bremerton, WA 98337 ADDRESS TO SEND ALL PROPERTY TAX RELATED CORRESPONDENCE ALL TAX PARCEL NUMBERS COUNTY TREASURER PLACE ASSESSED VALUE IF TAX EXEMPT Name Westsound Bank 132401-3-189-2009 � Street 190 Pacific Avenue • � � City/State/Zip Bremerton, WA 98337 . ' . . � � , ... . . , . LEGAL DESCRIPTION OF PROPERTY SfTUATED IN �X1 LTNINCORPORATED ICitsap COLJNTY " I � OR IN CITX OF Bremerton Street Address (if property is improved) 540 Gth Street Bremerton, WA 98337 . That portion of Government Lot 2, Section 13, Townslup 24 North, Range 1 East, W.M., in Kita�p �c�uilty, W�shiiigton, described�as '�' � follows: Beginning at the Northeast comer of Block 16, Town of Bremerton, according to the plat recorded in Volume 2 of Plats, Page 30, records of Kitsap County, Washington; thence North 60 feet to the Southeast corner of intersection of Pacific Avenue and 6`� Street and the True Point of Beginning; thence North along the West margin of Pacific Avenue 200 feet;" thence West 21ong the South ' margin of 7t Street a distance of 250 feet; thence South 97 feet; thence West 20 feet; thence South 103 feet; to the North margin of 6`� Street; thence East 270 feet to the True Point of Beginning. Description of personal property included in gross selling price, both Is this property currently: YES NO tangible (eg; furniture, equipment, etc.) or intangible (eg. Goodwill, agreement not to compete, etc.) Classified or designated as forest land? [] �g� Chapter 8433 RCW Classified as cunent use land (open space, farm and [] [X� If exemption claimed, list WAC number and explanation. agricultural, or timber)? Chapter 84.34 RCW Exempt from property tax as a nonprofit organization? [] [�(� Chapter 84.36 RCW WAC No. (Sec/Sub.) 458-61-420(1) Seller's Exempt Reg. No. Explanation Govemment Transfer Receiving special valuation as historic property? [) (g� Chapter 84.26 RCW Type of Docutnent Statutory Waaanty Deed Property Type: [] land only [ j land with new building [X] land with previously used building [ J land with a mobile home Date of Document March 2, 2005 [] timberonly [] building only Gross Selimg Price $I,150,0OO.OU Principal Use: [] Apt. (4+�t) [] residentiai Personal Property (deduct) [] timber [ j agricultural [Xj commerciaUindustrial Taxable Selling Price [ ] other Excise Tax: State I.ocal (1) NOTICE OF CONTINiJANCE (RCW 84.33 OR RCW 84.4) Delinquent Interest L.ocal If the new owner(s) of land that is classified or designated as current use or forest Delinquent Penalty land wish to continue the classification or designation of such land, the new Total Due $2.00 owner(s) must sign below. If the new owner(s) do not desire to continue such classification or designation, all compensating or additional ta�c calculated pursuant to RCW 8433.120 and 140 or RCW 8434.108 shall be due and A MINIMUM OF $2.00 IS DUE AS A PROCESSING FEE AND TAX. payable by the seller or trnnsferor at the time of sale. The county assessor must deternune if the land hansfened qualifies to continue classification or AFFIDAVIT designation and must so indicate below. Signatures do not necessarily mean the I Certify Under Penalty of Perjury Under The Laws of The State of Washington land will remain in classification or designarion. If it no longer qual�es, it will That The Foregoing Is True And Co e ac c f t' orm). be removed and the compensating taxes will be applied. All new owners must , sign. Signature of � i This land ❑ does ❑ does not qualify for continuance. Grantor/Agent � Name (print) City of Bremerton Date DEPU1'Y ASSESSOR Date and Place of Signing Bremerton %� �.� � (2) NOTICE OF COMPLIANCE (Chapter 84.26 RCV� If the new owner(s) of property with special valuation as historic property wish Signature of to continue this special valuation the new owner(s) must sign below. If the new Grantee/Agent owner(s) do not desire to continue such special valuation, all additionai tax calculated pursuant to Chapter 84.26 RCW, shall be due and payable by the Name (print) Westsound Bank seller or hansfemr at the time of sale. (3) OWNER(S) SIGNATURE Date & Place of Signing: Bremerton Perjury: Perjury is a class C felony which is punishable by nnprisonment in the state correctional institution for a maximum term of not more than five years, or b a a fine in an amount fixed by the court of not more than five thousand dollars ($5,000.00), or by both imprisonment and fine (RCW 9A.20.020(1C)). REV 84 OOOIa (3-18-99) (PD-6-25-99) FOR TREASURER'S USE ONLY COLTNTY TREASURER Filed bv: Stewart Title of Kitsan Countv Glen P. Garrison, Esq. Keller Rohrback L.L.P. 1201 Third Avenue Suite 3200 Seattle, Washington 98101 (Space above this line-for recorder's use only) DOCUMENT TITLE: Bill of Sale REFERENCE NUMBER(S) OF N/A , RELATED DOCUMENTS: � Additional reference numbers on page(s) N/A of document. GRANTOR: City of Bremerton, a Washington municipal corporation GRANTEE: Westsound Bank, a Washington State Chartered Bank ABBREVIATED LEGAL Govt. Lot 2, S13 T24N R1E DESCRIPTION: Additional legal on page 4 of document. ASSESSOR'S TAX PARCEL 132401-3-189-2009 NO(S). ' BILL OF SALE FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, CIT'Y OF BREMERTON, a Washington municipal corporation ("Grantor" or "Seller"), does hereby sell, convey, set over, assign, transfer and warrant to WESTSOiJND BANK, a Washington State Chartered Bank ("Buyer"), all of its right, title and interest in and to the personal property described in Exhibit A attached hereto and by this reference incorporated herein (the "Personal Property") located on the real property legally described on Exhibit B attached hereto and incorporated herein. This Bill of Sale is delivered pursuant to the Commercial Real Estate Purchase and Sale Agreement dated as of �"� j� �°u �.cr �� j(� , , 2005, incorporated by reference herein. Grantor hereby warrants to Buyer that Grantor is the sole owner of all the Personal Property above conveyed; that is has full power to convey the same; and that it will defend the title of the Buyer against any and all persons lawfully ma.king claim thereto. � IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of j�2�'( �, 200�. GRANTOR/SELLER: CITY OF BREMERTON, A WASHINGTON MUNICIPAL CORPORATON -� By: � r912 � ��1/ (Print Name) Its: � I�4�p/t— (Print Title) � STATE OF WASHINGTON ) ) ss: COUNTY OF KITSAP ) I certify that I know or have satisfactory evidence that ��`� .�('j7�,�a� is the person who appeared before me on �'1(��/'P,j� � , 2005, and said person - acknowledged that he she signed this instrument, on oath stated that �she was authorized to execute this inshument and acknowledged it as the j� � of the CITYOF BREMERTON, a Washington municipal corporation, to be e free and voluntary act of such party for the uses and purposes mentioned in this instrument. �� :.-•� -�. ��%,��'��,r�t° ,S'�� , �.,� .� �t<., Print Name: f P�t � U. iA��.o�( ��'' ;��(�'� �`�'�?��°.� + NOTARY PUBLIC in and for the State of � , ; Washington. residing at � ,y� �0,�•�� e �� ,`� �4,�:��,� My Appoinhnent expires: ,�_�.'l.[�"7 �r '. p � t ;'r, A . • ' � �:r � �,�� , . . . a �,,C�� f t�� , � r�c:.�:;� , J , . ��-�..=,_�� - - � EXHIBIT A to Bill of Sale (Personal Property) Attach list of Items of Personal Property located on the Real Property (Exhibit B) Safe Deposit Boxes Chest Safe � � M EXHIBIT B to Bill of Sale (Legal Description) . THAT PORTON OF GOVERNMENT LOT 2, SECTOIN 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT NORTHEAST CORNER OF BLOCK 16, TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 30, RECORDS OF KITSAP COUNTY, WASHINGTON; THENCE NORTH 60 FEET TO THE SOUTHEAST CORNER OF INTERSECTION OF PACIFIC AVENUE AND 6 STREET AND THE TRUE POINT OF BEGINNING; THENCE NORTH ALONG THE WEST MARGIN OF PACIFIC AVENUE 200 FEET; THENCE WEST ALONG THE SOUTH MARGIN OF 7 STREET A DISTANCE OF 250 FEET; THENCE SOUTH 97 FEET; THENCE WEST 20 FEET; THENCE SOUTH 103 FEET TO THE NORTH MARGIN OF 6Tx STREET; THENCE EAST 270 FEET TO THE TRUE POINT OF BEGINNING. TAX PARCEL ACCOiJNT NO. —132401-3-189-2009 COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT This COMMERCIAL REAL ESTATE PURCHASE AND SALE AGREEMENT ("Agreement") is made as of this �D� day of � , 2005, by and between CITY OF BREMERTON, a V�ashington municipal corporation ("S ller"), and WESTSOUND BANK, a Washington State Chartered Bank ("Buyer"), with reference to the following facts: RECITALS A. Seller is the owner of that certain parcel of improved real property located in � Kitsap County, Washington, the legal description of which is attached hereto as Exhibit A(the "Land" B. Seller desires to sell to Buyer, and Buyer desires to buy from Seller the "Property," as defined below, upon the terms and conditions set fortli herein. � AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions of this Agreement, and the mutual covenants herein contained, Buyer and Seller hereby agree as follows: 1. Prouertv Descrintion. Seller shall sell and convey to Buyer, and Buyer shall purchase and acquire from Seller, upon and subject to the terms and conditions set forth in this Agreement, the following (collectively, the "Property"): the Land, together with any buildings, easements, appurtenances, rights, privileges, reversionary interests and improvements thereunto belonging or appurtenant to the Land; all trees, shrubbery and plants now. in or on the Land; all right, title and interest of Seller in and to all alleys, strips or gores of land, if any, lying adjacent to the Land; all rights of Seller to utilities serving the Property; all right, title and interest of Seller in and to all rights-of-way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adj oining the Land. 1.1 Items of Tangible Personal Propertv Included. Any of the following tangible personal property owned by Seller and located in or on the Property is included in this sale: all goods, chattels, goods to become fixtures, mobile goods, machinery, equipment, tools, appliances, fixtures, furniture, furnishings, trade fixtures, window treatments, floor coverings, drawings, plans, specifications, diagrams, soil reports, environmental reports, other architectural or engineering work product and other tangible personal property used or useable in the construction, renovation, ownership, management, marketing or operation of the Property or any part thereof, and all replacements, additions or accessions thereto. 1.2 Items of Intangible Personal Propertv Included. Seller's interest in any of the following intangible personal property located in or on the Property is included in this sale, if and to the extent assignable by Seller: all intangible personal property used or useable in 1 the construction, renovation, ownership, management, marketing or operation of the Property or any part thereof, and all replacements, additions or accessions thereto, including without implied limitation: (i) all licenses, franchises, certifications, authorizations, approvals and permits issued or approved by any governmental authority or other person, including without implied limitation, certificates of occupancy, occupancy permits, building permits, sign permits, environmental permits, elevator permits, machinery permits, business licenses, and ingress and egress permits; (ii) all rent, deposits and other sums paid for the use or occupancy of the Property; (iii) all insurance policies, proceeds, uncollected claims and all rights relating thereto that relate to insurance policies covering the Property; (iv) all utility, security and other deposits and reserve accounts made as security for the fulfiliment of any obligation of the Seller or any affiliate of the Seller in connection with the Property; and (v) all written or oral (A) service, maintenance, operating, repair and other contract rights and commitments, (B) equipment leases, conditional sale contracts and all rights and options of the Seller thereunder, including, without implied limitation, rights to renew or extend the term or purchase the leased equipment, (C) guaranties and warranties and other assurances of performance, (D) agreements with contractors, materialmen, laborers, managers and other persons providing for the construction, renovation or installation of all or portions of the Property, together with all payment and/or performance bonds, insurance policies, certificates and other assurances relating thereto, (E) agreements with architects and engineers for architectural and engineering design and supervision services, and (F) agreements with all other contractors, engineers, architects, property managers, brokers, professionals and consultants entered into by the Seller or any predecessor in title to the Seller. 1.3 Leases. Seller's interest in all agreements in the nature of leases, subleases, rental contracts, licenses, permits, franchises, concessions and other agreements relating to the use or occupancy of the Property (collectively the "Leases"); all rents, receipts, and security and other deposits; all guaranties of the performance of the tenants thereunder; all proceeds payable under any policy of insurance against loss of rents or business interruption; all rights, claims, causes of action and demands that the Seller might now or hereafter have against , any tenant, subtenant, assignee or other occupant of the Property; and all records and pertinent correspondence relating thereto. 2. Purchase Price. The purchase price to be paid by Buyer to Seller for the Property is One Million One Hundred Fifty Thousand and No/100 Dollars ($1,150,000.00) (the "Purchase Price"). 3. Pavment of Purchase Price. The Purchase Price shall be payable to Seller, as follows: 3.1 Earnest Monev Deposit. Within five (5) days following the execution and delivery of this Agreement, Buyer shall open escrow with Stewart Title of Kitsap, LLC (9633 Levin Road, Suite 101, Silverdale, Washington 98383) ("Escrow AgenY'), by depositing with Escrow Agent a copy of this Agreement and the amount of Fifty Thousand and No/100 Dollars ($50,000.00) (the "Earnest Money"). The Earnest Money Deposit shall be applied towards payment of the Purchase Price. Interest on the Earnest Money Deposit, if any, shall be for the benefit of whichever party is entitled to the Earnest Money Deposit at Closing or other termination of this Agreement. 2 3.2 Cash to Close. On the "Closing Date" (as defined below), Buyer sha11 deposit with Escrow Agent the entire amount of the Purchase Price, less the Earnest Money Deposit (and interest thereon). 4. ClosinE Date. "Closing" shall occur when the statutory warranty deed to Buyer (the "Deed") is recorded and the Purchase Price is delivered to the Escrow Agent for delivery to Seller. The Closing shall be held at the offices of the Escrow Agent, on or before �MArc �o , �..005 (the "Closing Date"). 5. Title and Survev Matters. 5.1 Title Commitment. Within three (3) days following execution of this Agreement by both parties, Seller shall obtain at Seller's cost and deliver to Buyer a current form of commitment for a 1970-B form ALTA owner's standard title insurance policy issued by Stewart Title of Kitsap, LLC (the "Title Company") describing the Property, showing all matters pertaining to the Property, listing Buyer as the prospective named insured and showing as the policy amount the total Purchase Price. Seller shall pay the cost of a"standard coverage policy" and Buyer shall pay the additional cost to secure an "extended coverage" policy, if such extended coverage is so desired by Buyer. At the same time, the Title Company shall also deliver to Buyer true, correct and legible copies of all documents (the "Title Documents") referred to in such title commitment as conditions or exceptions to title to the Property (such title insurance policy commitment and the Title Documents are collectively referred to herein as the "Title Commitment"). 5.2 Title Review. During a ten (10) day period commencing with the Buyer's receipt of the Title Commitment Buyer shall review the Title Commitment and the Survey, if applicable (as defined below) and, on or before the expiration of the 10-day period, shall notify Seller what exceptions to title, if any, will be accepted by Buyer. Only those exceptions approved by Buyer in writing shall constitute "Approved Exceptions." Seller shall remove all exceptions that are not Approved Exceptions prior to the Closing Date unless, within five (5) business days after Buyer gives notice of its Approved Exceptions, Seller notifies Buyer that Seller will not be able to remove an exception (other than a monetary lien), in which case, within five (5) business days of such notice from Seller, or prior to the Closing Date, whichever is earlier, Buyer shall notify Seller either that Buyer (i) waives the objection to such exception and accepts such title as Seller is willing to convey, or (ii) terminates this Agreement, in which event Escrow Agent shall return the Earnest Money Note to Buyer and neither party shall have any further rights or obligations under this Agreement. Immediately upon discovering the need to amend or add any exception to the Title Commitment, Title Company will notify Buyer and Seller. Within five (5) business days after notice from Title Company together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (the "Amendment Objections"). Seller shall satisfy the Amendment Objections prior to the Closing Date unless, within five (5) calendar days after Buyer gives notice of its Amendment Objections or prior to the Closing Date, whichever is earlier, Seller notifies Buyer that Seller will not be able to remove any of the Amendment 3 Objections (other than a monetary lien), in which case, within five (5) business days after such notice from Seller, or prior to the Closing Date, whichever is earlier, Buyer shall notify Seller either that Buyer (i) waives the Amendment Objections and accepts such title as Seller is willing to convey, or (ii) terminates this Agreement, in which event Escrow Agent shall return the Eaxnest Money Deposit to Buyer and neither party shall have any further rights or obligations under this Agreement. The Approved Exceptions and any other exceptions that Buyer approves in writing shall be referred to hereinafter as the "Permitted Exceptions." 5.2.1 Buyer acknowledges and agrees that it has read and is aware of the restrictions on use of the property as set forth in the Special Warranty Deed to the City of Bremerton recording no. 200406300659 and hereby agrees to indemnify and hold the Seller, City of Bremerton, harmless for any and all claims arising out of any violation of said covenant if such covenant remains an encumbrance on the property following Closing. This section, 5.2.1 shall survive closing of the transaction contemplated in this agreement. 5.3 Title Policv. Buyer shall receive at Closing, an Owner's Standard Coverage Title Insurance Policy (ALTA Form 1970-B) issued by the Title Company. The Title Policy shall be issued in the amount of the total Purchase Price and shall insure fee simple, indefeasible title to the Property in Buyer, subject only to the Permitted Exceptions. The Title Policy shall contain extended coverage and/or such endorsements as Buyer may reasonably require, at Buyer's expense. Buyer's obligation to close this transaction shall be contingent on Buyer's receipt of such Title Policy. 5.4 Survev. If Buyer desires extended coverage as part of the Title Policy then Buyer shall at its sole expense, obtain a current ALTA/ASCM survey (the "Survey") of the Property prepared by a licensed or registered surveyor, which survey shall be satisfactory to Buyer and to the Title Company. Buyer will provide a copy of such Survey to Seller. 6. Conditions to Buver's Obligations. 6.1 Satisfaction of Conditions. Buyer's obligation to purchase the Property shall be subject to and contingent upon: (i) the Buyer's satisfaction with the Title Commitment, as provided in Section 5.2, above; (ii) the execution of the Right of First Refusal and Option to Purchase Agreement, as described in Section 6.2, below; and (iii) the Buyer's satisfaction with the conditions stated in Section 6.3, below. 6.2 Right of First Refusal and Oution to Purchase Agreement. Upon mutual execution of this Agreement, Seller and Buyer shall sign a Right of First Refusal and Option to Purchase Agreement pertaining to that certain real property commonly known as 190 Pacific Avenue, Bremerton, Washington 98337. A form of the Right of First Refusal and Option to Purchase Agreement is attached hereto as Exhibit B. Notwithstanding the execution of the Right of First Refusal and Option to Purchase Agreement, the respective rights and duties of Seller and Buyer thereunder shall terminate in the event the transaction contemplated under this Agreement fails to close for any reason. 4 6.3 Additional Closing Conditions. Buyer's_ obligation to purchase the Property shall be subject to the followirig conditions that must be satisfied by Seller as of Closing unless waived by Buyer at or prior to Closing: (a) All representations and warranties of Seller contained herein shall be true, accurate and complete at the time of the Closing as if made again at such time; (b) Seller shall have performed all obligations to be performed by it hereunder on or before Closing (or, if earlier, on or before the date set forth in this Agreement for such performance); (c) At Closing, Seller shall deliver title to the Property in the condition required by Section 5 of this Agreement; and (d) At Closing, the physical condition of the Property shall be the same as on the date hereof, ordinary wear and tear excepted. If the conditions set forth in this Section 6.2 are not satisfied as of Closing and Buyer does not waive same, the Earnest Money Deposit and all interest thereon, if any, shall be returned by Escrow Agent to Buyer, and thereafter neither Buyer nor Seller shall have any further liability to the other under this Agreement. 7. Condition of Propertv. Buyer, upon Closing, accepts the Property and improvements thereon in "as is" condition, subject to the express representations and warranties made in this Agreement. Neither Seller or any agent representative of Seller makes any representation or warranty of any kind, express or implied, either oral or written with respect to the Property, other than the express representations and warranties made by Seller in Sections 8 and 17 of this Agreement and in any documents executed and delivered by Seller to Buyer at Closing. � 8. Seller's Renresentations. Seller hereby makes the following representations and warranties, which representations and warranties shall be deemed made by Seller to Buyer also as of the Closing Date: 8.1 Parties in Possession. There are no parties or trespassers in possession or that have a right to possession of the Property, except as otherwise disclosed to Buyer within five (5) days of mutual execution of this Agreement and Buyer's acceptance thereof. 8.2 Condemnation or Assessment; Access. There is no pending condemnation or similar proceeding affecting the Property, nor, to Seller's knowledge, is there any such proceeding or assessment contemplated by any governmental authority. The Property has full and free access from public highways, streets or roads, and there is no pending or threatened governmental proceeding that would impair or curtail such access. 5 8.3 Comqliance with Law. To Seller's actual knowledge, the Property complies with, and the Seller has complied with, all applicable zoning, land use, environmental, flood control, planning, building, fire, health, traffic, disabled persons and other laws, ordinances, regulations, statutes and rules relating to the Property, and every part thereof. Seller has not received nor is aware of any notification from any governmental authority requiring any work to be done on the Property or advising of any condition (including, without limitation, hazardous substances or wastes) that would render the Property unusable or affect the usability of the Property or any part thereof as a branch office for Buyer's operations. 8.4 Option to Acquire Premises. No person or entity other than Buyer has any right to acquire any interest in the Property or any part thereof, and Seller has not sold or contracted to sell the Property or any portion thereof or interest therein other than as set forth herein. 8.5 Forei�n Person. Seller is not a foreign person and is a"United States Person" as such term is defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, as amended (the "Code") and shall deliver to Buyer prior to the Closing an affidavit evidencing such fact and such other documents as may be required under the Code. 8.6 Sole Le�al Owner. Seller is the sole legal fee owner of the Property, and is not holding fee title as a nominee for any other person or entity. 8.7 Mechanics' Liens. No labor, material or services have been furnished in, on or about the Property or any part thereof as a result of which any mechanics', laborer's or materialmen's liens or claims might azise. 8.8 Defaults. To the best of Seller's knowledge, Seller is not in default and there has occurred no uncured event that, with notice, the passage of time or both would be a default, under any contract, agreement, lease, encumbrance, or instrument pertaining to the Property. 8.9 Liti�ation. There is no litigation or to the best of Seller's knowledge threatened litigation that could now or in the future in any way constitute a lien, claim, or obligation of any kind on the Property, affect the use, ownership or operation of the Property or otherwise adversely affect the Property. For purposes of this Section 8.9, litigation includes lawsuits, actions, administrative proceedings, governmental investigations and all other proceedings before any tribunal having jurisdiction over the Property. 8.10 Hazardous Substances. To the best of Seller's knowledge, the Property is not in violation of any law, ordinance, rule or regulation relating to the environmental conditions thereon. Moreover, Seller represents, warrants and agrees that Seller has not used, generated, manufactured, produced, stored, released, discharged or disposed of on, under or about the Property (or off-site of the Property that might affect the Property) or transported from the Property, any Hazardous Substance (as defined below) in violation of Environmental Laws (as defined below), nor to the best of Seller's knowledge has any Hazardous Substance been used, generated, manufactured, produced, stored, released, discharged or disposed of on, under 6 or about the Property or off-site of the Property in violation of Environmental Laws that might affect the Property. To the best of Seller's knowledge no underground storage tanks are currently located on the Property. The term "Hazardous Substance" means any hazardous or toxic substance, material or waste, pollutants or contaminants, as defined, listed or regulated now or in the future by any federal, state or local law, ordinance, code, regulation, rule, order or decree regulating, relating to or imposing liability or standards of conduct concerning, any environmental conditions, health or industrial hygiene (collectively, "Environmental Laws"), including without limitation, (i) chlorinated solvents, (ii) petroleum products or by-products, (iii) asbestos, (iv) polychlorinated biphenyls, and (v) anything that would be a hazardous waste, material or substance, toxic substance or pollutant, as defined under the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.; Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq.; Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., the Clean Water Act, 42 U.S.C. § 1251 et seq., the Washington Environmental Policy Act, RCW Ch. 43.21, the Washington Water Pollution Control Act, RCW 90.48.010 et seq., the Washington Hazardous Waste Management Act, RCW Ch. 70.105, the Washington Model Toxics Control Act, RCW Ch. 70.1O5D, and the regulations promulgated thereunder. 8.11 Seller's Knowled�e. Wherever within this Agreement it is stated that Seller's representation or warranty is to Seller's knowledge or actual knowledge, such knowledge does not include any inquiry or investigation by Seller. 9. Representations of Buver. Buyer represents and warrants to Seller as follows: 9.1 Authori . Buyer duly organized and validly existing under the laws of the state of Washington, with the power and authority to own its properties and conduct its business as now being conducted, and the purchase of the Property as provided herein has been fully authorized by Buyer. 9.2 No Le�al Bar. To the best of Buyer's knowledge, Buyer is not prohibited from consummating the transactions contemplated in this Agreement by any law, regulation, agreement, instrument, restriction, order or judgment. 10. Covenants of Seller. Seller covenants and agrees as follows: 10.1 Performance of Obligations. From the date of this Agreement to the Closing Date, and except for those obligations assumed by Buyer, Seller will perform all of its monetary and non-monetary obligations under all indebtedness (whether for borrowed money or otherwise) and the liens securing same pertaining to the Property or any portion thereof, if any. 10.2 Liens. From the date of this Agreement to the Closing Date, Seller will not allow any lien to attach to the Property or any part thereof except the lien for ad valorem ta�ces that are not due and payable and any liens that result from the activities of Buyer in connection with the Property, nor will Seller grant, create, or voluntarily allow the creating of, or amend, extend, modify or change, any easement, right-of-way, encumbrance, restriction, covenant, lease, license, option or other right affecting the Property or any part thereof without Buyer's written consent first having been obtained. 7 10.3 Notification. From the date of this Agreement to the Closing Date, Seller shall notify Buyer of each material event of which Seller becomes aware affecting the Property or any part thereof promptly upon learning of the occurrence of such event. 10.4 Encumbrances. Seller shall not enter into any leases (other than leases currently in effect and previously disclosed in writing to Buyer), trust deeds, mortgages, restrictions, encumbrances, liens, licenses or other instruments or agreements affecting the Property without the prior written consent of the Buyer from and after the date of this Agreement. 10.5 Environmental Indemnification. Seller shall protect, indemnify, defend and hold harmless Buyer and its directors, officers, employees, agents, parents, subsidiaries, successors and assigns from any loss, damage, cost expense or liability (including reasonable attorneys' fees and costs) directly or indirectly arising out of or attributable to the Seller City of Bremerton's use, generation, manufacture, production, storage, release, threatened release, discharge, disposal or presence of a Hazardous Substance on, under or about the Property (or off- site on property owned or operated by Seller that affected the Property) or a breach of any representation, warranty, covenant or agreement contained in Section 8.10 of this Agreement including, without limitation, the costs of any required or necessary repairs, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans. The foregoing indemnification shall survive Closing. 10.6 Pavment of Impositions. No assessment, special assessment or tax affecting the Property shall be permitted to become delinquent or go to bond prior to Closing without the prior written consent of Buyer; provided, however, Seller may in good faith, at its expense and in its own name and behalf, diligently contest by appropriate proceedings any impositions so long as the same are instituted prior to delinquency and Seller shall post such security in such manner, form and amount as Buyer may request to ensure that the same will be paid in full prior to any enforcement against Buyer, or the Property, or any part thereof. 10.7 Assumqtion of Liabilities. Except for those obligations expressly assumed by Buyer in writing, Buyer, by virtue of the purchase of the Property, will not be required to satisfy any contractual obligation of Seller arising prior to the Closing Date. Other than such obligations so expressly assumed by Buyer or any liens or other obligations with respect to the Property that result from any action or activities by or on behalf of Buyer after the Closing Date, Seller, after the Closing Date, will pay and discharge any and all liabilities of each and every kind arising out of or by virtue of the possession, ownership or use of the Property prior to the Closing Date, and shall indemnify, defend and hold Buyer harmless therefrom. 10.8 Securitv Deposits. At Closing, Seller shall assign and transfer to Buyer the security deposits, if any, referred to in leases that pertain to the Property as of the mutual execution of this Agreement and which are expressly assumed by Buyer. 8 11. Closin� and Escrow. 11.1 Time and Place of Closing. Provided that all the contingencies set forth in this Agreement have been previously fulfilled, the Closing shall take place at the place and time determined as set forth in Section 4 of this Agreement. 11 .2 Documents to be Delivered bv Seller. For and in consideration of, and as a condition precedent to, the payment to Seller of any of the Purchase Price, Seller shall obtain and deliver to Buyer at Closing the following documents (all of which shall be duly executed and acknowledged where required): 11.2.1 Warrantv Deed. The Deed in recordable form and otherwise in form and substance reasonably acceptable to Buyer containing the legal description of the Land in such form as will convey to Buyer a good, marketable and indefeasible title in fee simple absolute to the Property, free and clear of all liens, encumbrances, conditions, easements, assignments, and restrictions, except for the Permitted Exceptions. 11.2.2 Title Documents. Such other documents, including, without limitation, lien waivers, indemnity bonds, indemnification agreements, certificates of authority, and certificates of good standing as shall be reasonably required by the Title Company as a condition to its insuring Buyer's good and marketable fee simple title to the Property free of any exceptions, other than the Permitted Exceptions. 11 .2.3 Title Policv. As soon as practicable after Closing, the Title Policy. 11.2.4 Nonforei�n Affidavit. An affidavit by Seller in a form satisfactory to Buyer and Escrow Agent confirming that Seller is not a foreign person within the meaning of 26 U.S.0 § 1445 and the regulations issued thereunder. 11.2.5 Bill of Sale. A warranty bill of sale in substantially the form attached hereto as Exhibit C conveying all of the Seller's right, title and interest in any and all tangible personal property included in the sale of the Property. � 11.2.6 Assi�nment and Assumption AEreement. An assignment and assumption agreement assigning to Buyer all of Seller's right, title and interest in and duties under the Leases, contracts and other intangible personal property included in the sale of the Property and the Buyer's assumption of those Seller obligations thereunder expressly assumed by Buyer. 11.2.7 Tenant Estopnel Certificate. An estoppel certificate executed by each party who is a tenant of the Property as of date this Agreement is signed by Seller, if any. Such certificate that confirm the monthly rental paid by such party, the amount of any security deposit paid and whether any party to such tenancy is in default of its respective obligations thereunder and the nature of such default, if any. 9 11.2.8 Additional Documents. Such additional documents as might reasonably be required by Buyer to consummate the sale of the Property to Buyer. 11.3 Deliverv bv Buver. Buyer shall deliver to Seller at Closing the Purchase Price (after credit for the Earnest Money Deposit and all interest and any other credits pursuant hereto). 11.4 Pavment of Costs. 11.4.1 Pavment of Respective Costs. At Closing, Seller and Buyer shall pay their own respective costs incurred with respect to the consummation of the purchase and sale of the Property including, without limitation, attorneys' fees. 11.4.2 Pavment bv Seller. Notwithstanding Section 11.4.1 to the contrary, Seller shall pay: (a) the premium for the owner's standard coverage portion of the Title Policy to be issued by Title Company to Buyer; (b) the documentary or other transfer taxes; (c) the real estate excise tax, if any; and (d) one-half ('/2) of the escrow fee. 11.4.3 Pavment bv Buver. Notwithstanding Section 11.4.1 to the contrary, Buyer shall pay: (a) any additional premiums for title insurance endorsements or extended coverage; (b) the cost of the survey, if any; (c) all costs of financing, including lender's title insurance premium, if any; (d) the cost of recording the Deed and any deed of hust or mortgage granted by Buyer to a lender; and (e) one-half ('/2) of the escrow fee. 11.4.4 Prorated Costs. All real property taxes and assessments, surface water management charges and similar fees or charges, and other expenses and revenues of the Property shall be prorated as of the Closing Date. Seller shall pay at Closing any Real Property Taxes due or to become due with respect to the Property for the period up to the Closing Date. All personal property taxes shall be prorated based upon the year in which they are payable. 11.4.5 Utflities. Buyer and Seller DO NOT WANE the services of the Escrow Agent in disbursing closing funds to satisfy unpaid utility charges affecting the Property pursuant to RCW 60.80. Within five (5) days after execution of this Agreement by both parties, Seller shall deliver to Escrow Agent the names, addresses and other information regarding all utility providers providing services to the Property. 11.5 Monetarv Liens. Seller shall pay or cause to be satisfied at or prior to Closing all monetary liens on or with respect to all or any portion of the Property, including, but not limited to, mortgages, deeds of trust, security agreements, assignments of leases, rents and/or easements, judgment liens, tax liens (other than those for taxes not yet due and payable) and financing statements. 12. Possession. Seller shall deliver possession of the Property to Buyer on or before midnight at the end of the Closing Date, free from all parties claiming rights to possession or � having claims against the Property other than as tenants in possession or pursuant to contractual obligations approved or to be assumed by Buyer. 10 13. Condemnation. In the event of any commenced, to be commenced or consummated proceedings in eminent domain or condemnation (collectively, "Condemnation") ` respecting the Property or any portion thereof, Buyer may elect, by written notice to Seller, to terminate this Agreement and the escrow created pursuant hereto and be relieved of its obligation to purchase the Property. If Buyer makes such election, the Earnest Money Deposit (including all interest earned thereon) and other sums delivered to Escrow Agent or Seller by Buyer promptly shall be returned to Buyer and neither Buyer nor Seller shall have any further liability to the other and shall be relieved of all obligations hereunder. If Buyer fails to make such election prior to the Closing Date, this Agreement shall continue in effect, there shall be no reduction in the Purchase Price, and Seller shall, prior to the Closing Date, assign to Buyer, by an assignment agreement in form and substance satisfactory to Buyer, its entire right, title and interest in and to any condemnation award or settlement made or to be made in connection with such Condemnation proceeding. Buyer shall have the right at all times to participate in all negotiations and dealings with the condemning authority and approve or disapprove any proposed settlement in respect to such matter. Seller shall forthwith notify Buyer in writing of any such Condemnation respecting the Property. 14. Casual . If any fire, earthquake, windstorm or other casualty occurs and materially affects all or any portion of the Property on or after the date of this Agreement and prior to the Closing, Buyer may elect, by written notice to Seller, to terminate this Agreement and the escrow created pursuant hereto and be relieved of its obligation to purchase the Property. If Buyer makes such election, the Earnest Money Deposit (including all interest earned thereon) and other sums delivered to Escrow Agent or Seller by Buyer promptly shall be returned to Buyer and neither Buyer nor Seller shall have any further liability to the other and shall be relieved of all obligations hereunder. If Buyer fails to make such election prior to the Closing Date, this Agreement shall continue in effect, the Purchase Price shall be reduced by the amount of loss or damage occasioned by such casualty not covered by insurance, and Seller shall, at or prior to the Closing Date, assign to Buyer, by an assignment agreement in form and substance satisfactory to Buyer, its entire right, title and interest in and to all insurance claims and proceeds to which Seller may be entitled in connection with such casualty. Buyer shall have the right at all times to participate in all negotiations and other dealings with the insurance carrier providing such coverage and to approve or disapprove any proposed settlement in respect to such matter. Seller shall forthwith notify Buyer in writing of any such casualty respecting the Property. 15. Notices. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any party (collectively, "notices") shall be in writing and shall be validly given or made to another party if delivered either personally, or by Federal Express or other overnight delivery service of recognized standing, or by United States Mail, certified, registered, or express mail with postage prepaid. If such notice is personally delivered, it shall be conclusively deemed given at the time of such delivery. If such notice is delivered by Federal Express or other overnight delivery service of recognized standing, it shall be deemed given one (1) business day after the deposit thereof with such delivery service. If such notice is mailed as provided herein, such shall be deemed given three (3) business days after the deposit thereof in the United States 11 Mail. Each such notice shall be deemed given only if properly addressed to the party to whom such notice is to be given as follows: To Seller: City of Bremerton c/o The Office of the Mayor 345 — 6 Street, Suite 600 Bremerton, WA 98337 To Buyer: David K. Johnson Westsound Bank . 190 Pacific Avenue Bremerton, Washington 98337 Any party hereto may change its address for the purpose of receiving notices as herein provided by a written notice given in the manner aforesaid to the other party hereto. 16. Survival of Rearesentations and Warranties. All representations, warranties, covenants and agreements of the parties contained in this Agreement, or in any instrument or other writing provided for herein, shall survive the Closing. 17. Finders' or Brokers' Fees. Each of the parties represents and warrants that it has not dealt with any broker or finder to which a commission or other fee is due in connection with any of the transactions contemplated by this Agreement. The parties hereto each agree to indemnify, defend and hold harmless the other party against any loss, liability, damage, cost, claim or expense, including interest, penalties and reasonable attorneys' fees,�that the other party shall incur or suffer by reason of a breach by the first party of the representation and warranty set forth above. 18. Event of Default. In the event of a default under this Agreement by Seller (including a breach of any representation, warranty or covenant set forth herein), Buyer shall be entitled, in addition to all other remedies, to seek monetary damages and specific performance of Seller's obligations hereunder. In the event of a breach or default by Buyer without any default by Seller or failure of any condition to Buyer's obligations hereunder, Seller's sole and exclusive remedy shall be the retention of the Earnest Money Deposit held by Escrow Agent, together with all interest earned thereon, and all amounts previously paid to it hereunder, as liquidated damages and not as a forfeiture or penalty. The parties acknowledge that in the event of such default by Buyer, Seller will have incurred substantial but unascertainable damages and that therefore the provision herein for liquidated damages is a valid one. 19. R eports . Within five (5) calendar days after Seller's execution of this Agreement and its delivery to Buyer, Seller shall deliver to Buyer copies, if any, of all available plans and specifications relating to the Property, all surveys, topographical and plat maps, results of soil tests, engineering studies, and any other test results or reports, and other data reasonably requested by Buyer and in Seller's possession or under Seller's control. 12 20. Miscellaneous 20.1 Aaulicable Law. This Agreement shall in all respects be governed by the laws of the state of Washington. 20.2 Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder, to carry out the intent of the parties hereto. 20.3 Modification or Amendment. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the parties hereto. 20.4 Successors and Assi�ns. Buyer may assign its rights and obligations under this Agreement. All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns. 20.5 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby canceled in their entirety and are of no further force or effect. 20.6 Attornevs' Fees. Should either party bring legal action to enforce or interpret this Agreement, each party shall be responsible for its attorneys' fees and costs incurred in connection with such action, whether in mediation or arbitration, at trial or on appeal, or in any bankruptcy proceeding. 20.7 Headings. The captions and section headings used in this Agreement are inserted for convenience of reference only and are not intended to define, limit or affect the interpretation or construction of any term or provision hereof. 20.8 Confidentialitv. All information furnished to Buyer relating to the Property (other than matters of public record), including without limitation, any information obtained through Buyer's inspection of the Property and any and all documents provided to Buyer, will be treated by Buyer as confidential, will not be disclosed by Buyer to anyone (except Buyer's consultants and sources of financing having a need to know), and will be returned by Buyer to Seller unless Closing occurs in accordance with this Agreement. 20.9 Acceptance. Time is of the essence. Seller has until 5:00 p.m. �-- —� N— , 2005, to accept this offer. Acceptance is not effective until a signed copy hereof is received by Buyer. Buyer's receipt of a signed facsimile of this Agreement by Seller will be treated as Buyer's receipt of a signed original Agreement by Seller. If this offer is not accepted by Seller within the prescribed period of time, it shall lapse. 13 20.10 Council Anproval. This Agreement is conditioned upon and subject to approval by the City Council of the City of Bremerton. 20.11 Exhibits. The following exhibits are attached hereto and incorporated herein: Exhibit A — Legal Description Exhibit B- A copy of proposed Right of First Refusal and Option to � Purchase Agreement Exhibit C— A copy of proposed Bill of Sale SELLER: CITY OF BREMERTON, a Washington municipal corporation By: "7 /q a 2.,��'!Z � (Print Namel Its: /�'I/4'� o✓� (Print Title) BUYER: WESTSOUND BANK, a Washington State Chartered Bank �� By: David K. ohnson, CEO/President 14 EXHIBIT A (Legal Description) THAT PORTION OF GOVERNMENT LOT 2, SECTION 13, TOWNSHIl' 24 NORTH, RANGE 1 EAST, W.M., IN KITSAP COUNTY, WASHINGTON, DESCRIBED AS FOLLOWS: BEGINNING AT NORTHEAST CORNER OF BLOCK 16, TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 30, RECORDS OF KITSAP COUNTY, WASHINGTON; THENCE NORTH 60 FEET TO THE SOUTHEAST CORNER OF INTERSECTION OF PACIFIC AVENUE AND 6 STREET � AND THE TRUE POINT OF BEGINNING; THENCE NORTH ALONG THE WEST MARGIN OF PACIFIC AVENUE 200 FEET; THENCE WEST ALONG THE SOUTH MARGIN OF 7 STREET A DISTANCE OF 250 FEET; THENCE SOUTH 97 FEET; THENCE WEST 20 FEET; THENCE SOUTH 103 FEET TO THE NORTH MARGIN OF 6Tx STREET; THENCE EAST 270 FEET TO THE TRUE POINT OF BEGINNING. TAX PARCEL ACCOLTNT NO. —132401-3-189-2009 A- 1 RIGHT OF FIRST REFUSAL AND OPTION TO PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is mac�e as of this �� day of February, 2005, by and between WESTSOUND BANK, a Washington State Chartered Bank (the "Bank"), and CITY OF BREMERTON, a Washington municipal corporation (the "City"), with reference to the following facts: RECITALS A. On �e�rw4r� J 0 , 2005 the City, as the "Seller," and the Bank, as the "Buyer," entered into that certain Commercial Real Estate Purchase and Sale Agreement (the "Purchase and Sale Agreement"). B. A copy of this Agreement was attached as Exhibit B to the Purchase and Sale Agreement. C. The parties desire to enter into an option to purchase and right of first refusal agreement of the improved real property commonly known as 190 Pacific Avenue, Bremerton, Washington 98337 (the "Property"). A legal description of the Property is attached hereto as Exhibit A and incorporated herein by reference. AGREEMENT NOW, THEREFORE, in consideration of the terms and conditions of this Agreement and the mutual covenants herein contained, and pursuant to the terms of the Purchase and Sale Agreement, the Bank and the City hereby agree as follows: 1. Ontion to Purchase Propertv. If the sale and purchase contemplated under the Purchase and Sale Agreement closes, then the Bank grants to the City an option to purchase the Property in accordance with this Section 1. If the sale and purchase contemplated under the Purchase and Sale Agreement fails to close then neither party hereto shall have any rights or obligations. 1.1 Removal of Use Restrictions. When the City acquired title to the property described in the Purchase and Sale Agreement pursuant to a Special Warranty Deed from U.S. Bank National Association ("U.S. Bank"), there were certain use restrictions imposed ("Use Restrictions"). If the City andJor the Bank is/are able to remove with the consent of U.S. Bank, or its successor, the Use Restrictions from the property described in the Purchase and Sale Agreement within one hundred eighty (180) days from mutual execution of this Agreement then the City shall have the right to purchase the Property for a single cash payment of One Million and No/00 Dollars ($1,000,000.00). If the City and/or the Ba.nk is/are able to remove with the consent of U.S. Bank, or its successor, the Use Restrictions from the Property described in the Purchase and Sale Agreement at any time after one hundred eighty (180) days from mutual execution of this Agreement but on or before the second (2" anniversary of mutual execution of -1- this Agreement then the City shall have the right to purchase the Property for a single cash payment of One Million One Hundred Fifty Thousand and No/00 Dollars ($1,150,000.00). If the Use Restrictions are not removed by the second (2 anniversary of mutual execution of this Agreement, then the City's option to purchase the Property under this Section 1 shall be deemed to have expired and lapsed. 1.2 Exercise of Option. In order to exercise the option granted hereunder, the City shall deliver to the Bank on or prior to the second (2" anniversary of mutual execution of this Agreement written notice of its election to purchase the Property in accordance with the terms of this Section 1. 1.3 Closing of Sale. The closing of the sale of the Property from the Bank to the City shall occur within ��) days following the Ba.nk's receipt of the City's option exercise notice. pN� ti �N�ic�Q Pi�� ( I go f-- 1.4 Term of Sale. The terms and onditions of the sale of the Property after the City's exercise of its option shall be in accordance with an agreement that is substantially similar to the Purchase and Sale Agreement except: (i) the property that is the subject of such sale shall be the Property described in this Agreement; (ii) the Seller shall be the Bank and the Buyer shall be the City; (iii) the purchase price for the Property shall be the applicable amount stated in Section 1.1 of this Agreement; (iv) the closing date shall be the date stated in Section 1.3 of this Agreement; and (v) Sections 6.2 and 20.9 of the Purchase and Sale Agreement shall not apply. 2. Ri�ht of First Refusal. Assuming the City has not exercised its option to purchase the Property granted under Section 1, the Bank grants to the City a right of first refusal for the purchase of the Property commencing the day following the second (2" anniversary of the mutual execution of this Agreement as provided in this Section 2. If the Bank receives a bona fide offer from a third party for the purchase the Property during the "Term," as defined in Section 3, and the Bank is willing to accept such offer, then Bank will give the City written notice thereof and will provide the City with a copy of the proposed contract of sale to the third party (the "Offer"). The City shall then have twenty (20) days after receipt of the Offer to enter into a contract for the sale of the Property on the same terms and conditions as stated in the Offer, which right of the City shall be paramount to the rights of the third party. However, if the City fails to exercise its right of first refusal within the prescribed period of time, or if the City fails to purchase the Property in accordance with the terms of the Offer through no fault of the Bank, then the Bank shall have the right to enter into a contract for the sale of the Property with the third party on the same terms and conditions stated in the Offer. In the event the Bank and the third party amend the terms of the Offer in any material manner, e.g., change the purchase price or the terms of financing, the City's right of first refusal with respect to the Property shall be revived and the City shall have a right to purchase the Property in accordance with the materially amended terms of the original Offer in accordance with the provisions of this Section. 3. Term of the Right of First Refusal. The right of first refusal granted by the Bank to the City hereunder shall continue in effect until the Bank has conveyed legal title to the Property to the City or to a third party after complying with the terms of the right of first refusal -2- described in Section 2, above. However if legal title to the Property is not conveyed to either the City or to a third party pursuant to the right of first refusal described in Section 2, above, the City's right of first refusal shall expire as of the fifth (S anniversary of the Closing contemplated under the Purchase and Sale Agreement. Upon the termination of this right of first refusal, either by a conveyance of the Property or by expiration, the City shall deliver to the Bank a signed and acknowledged document stating that this right of first refusal has terminated and that the City expressly relinquishes all rights under this Agreement. In the event the City fails to deliver such signed acknowledged document within thirty (30) days, the Bank shall have the authority to: (i) sign on behalf of the City under a limited power of attorney granted hereunder the necessary document acknowledging the City's relinquishment of its right of first refusal; and (ii) record such document with the Kitsap County Auditor's Office. 4. Warrantv of Title. The Ba.nk warrants and represents that the Bank has good, fee simple, marketable title to the Property and has full authority to grant this right of first refusal to the City. 5. No Assignment bv the Citv. The City shall have no right to assign any or all of its rights under this Agreement to a third party. Any direct or indirect assignment of the City's rights under this Agreement shall automatically terminate the City's right of first refusal to purchase the Property and all of the City's other rights hereunder. 6. Broker. The parties warrant and represent to each other that no broker brought about or participated in this Agreement. Each party agrees to indemnify and hold the other party harmless against all liabilities and expenses (including, without limitation, reasonable attorneys' fees) arising from any claims for brokerage on this transaction based on any act of the indemnifying party. The warranties, representations and agreements contained in this Section 6 shall survive any conveyance of the Property pursuant to this Agreement. 7. Recording. This Agreement shall not be recorded. However the City shall have a right to record a memorandum of this Agreement in a form reasonably acceptable to the Bank that states that the City has an option to purchase the Property and a right of first refusal to purchase the Property. If the City elects to record such a memorandum, the preparation and recording of such memorandum shall be at the City's sole expense. 8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective representatives, successors and assigns. 9. Notices. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any party (collectively, "notices") shall be in writing and shall be validly given or made to another party if delivered either personally, or by Federal Express or other overnight delivery service of recognized standing, or by United States Mail, certified, registered, or express mail with postage prepaid. If such notice is personally delivered, it shall be conclusively deemed given at the time of such delivery. If such notice is delivered by Federal Express or other overnight delivery service of recognized standing, it shall be deemed given one (1) business day after the deposit thereof with such delivery service. If such notice is mailed as provided herein, -3- such shall be deemed given three (3) business days after the deposit thereof in the United States Mail. Each such notice shall be deemed given only if properly addressed to the party to whom such notice is to be given as follows: To Bank: David K. Johnson To City: City of Bremerton Westsound Bank c/o The Office of the Mayor � 190 Pacific Avenue 345 6 Street, Suite 600 Bremerton, WA 98337 Bremerton, WA 98337 Any party hereto may change its address for the purpose of receiving notices as herein provided by a written notice given in the manner aforesaid to the other party hereto. 10. Event of Default. In the event a party hereto defaults or breaches an obligation hereunder, the non-breaching party shall be entitled to any remedy available in law or in equity including the right to seek injunctive relief without posting a bond. The remedies available to the non-breaching party may be pursued concurrently or consecutively by such party at its own election and the pursuit of one remedy shall not constitute a waiver of the other remedies. 11. Termination of Rights and Obligations. Notwithstanding any provision of this Agreement to the contrary all rights and obligations of each party hereunder shall terminate if the sale and purchase of the property described in the Purchase and Sale Agreement fails to close in accordance with the terms of the Purchase and Sale Agreement. In such event and if this Agreement (or a memorandum thereo fl has been previously recorded with the Kitsap County Auditor's Office, then the City shall deliver to the Bank a signed and acknowledged document stating that all of rights hereunder have terminated and that the City expressly relinquishes all rights hereunder. In the event the City fails to deliver such signed acknowledged document within thirty (30) days of this Agreement's termination, the Bank shall have the authority to: (i) sign on behalf of the City under a limited power of attorney granted hereunder the necessary document acknowledging the City's relinquishment of all of its rights hereunder; and (ii) record such document with the Kitsap County Auditor's Office. 12. Miscellaneous 12.1 Aqplicable Law. This Agreement shall in all respects be governed by the laws of the state of Washington. ' 12.2 Further Assurances. Each of the parties shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder, to cany out the intent of the parties hereto. 12.3 Modification or Amendment. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all of the parties hereto. -4- 12.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 12.5 Entire Agreement. This Agreement constitutes the entire understanding and agreement of parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby canceled in their entirety and are of no further force or effect. 12.6 Attornevs' Fees. Should either party bring legal action to enforce or interpret this Agreement, each party shall be responsible for its own attorneys' fees and costs incurred in connection with such action, whether in mediation or arbitration, at trial or on appeal, or in any bankruptcy proceeding. 12.7 Headings. The captions and section headings used in this Agreement are inserted for convenience of reference only and are not intended to define, limit or affect the interpretation or construction of any term or provision hereof. � 12.8 Confidentialitv. All information furnished to the City relating to the Property (other than matters of public record), including without limitation, any information obtained through the City's inspection of the Property and any and all documents provided to the City, will be treated by the City as confidential, will not be disclosed by City to anyone (except City's consultants and sources of financing having a need to know), and will be returned by the City to the Bank unless the City acquires the Property occurs in accordance with this Agreement. 12.9 Use of Propertv. Notwithstanding any provision of this Agreement to the contrary, the Bank shall have a right to: (i) encumber the Property provided however such encumbrance is removed if and when the Bank transfers legal title to the Property to the City as described in this Agreement; and (ii) lease all or part of the Property to a third party provided however the rights of such tenant shall terminate as of the date the Bank transfers legal title to the Property to the City as described in this Agreement. THE BANK: WESTSOUND BANK, a Washington State Chartered Bank By: Da ' K. son, CEOlPresident Dated — e�r4 � , 2005 -5- THE CITY: CITY OF BREMERTON, a Washington municipal corporation By: Carv ozeman (Print Name) Its: Mayor (Print Title) Dated — ` , 2005 -6- STATE OF WASHINGTON ) ) ss. COUNTY OF KITSAP ) On this ( �� day of eb�u.a�r , 2005, before me personally appeared David K. Johnson, to me known to be the CEO/Pre ident of Westsound Bank that executed the within and foregoing Right of First Refusal and Option to Purchase Agreement, and acknowledged said instrument to be the free and voluntary act and deed of said Bank, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute said instrument. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the . Y�li�fdY� , Notsr�r P�lic � SJate,oi Wap�iaptorr SHAAI.,NON L. BROWN My Appointrtiell! ExpifAS JW1 10 zODB' 'nt Name �N� NOTARY PUBLIC in and for the State of Washington; residing at: �re.iiv�PX�YI My commission expires: tk.V12 IO.Z�CO�o STATE OF WASHINGTON ) ) ss. COUNTY OF KITSAP ) On this 1,�,� day of , 2005, before me personally appeared Cary Bozeman, to me known to be the ayor of t e City of Bremerton that executed the within and foregoing Right of First Refusal and Option to Purchase Agreement, and acknowledged said instrument to be the free and voluntary act and deed of said City, for the uses and purposes therein mentioned, and on oath stated that he/she is authorized to execute said instrument. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. ��,�� L h , Print N e: ,�`s�Q� �A��p, NOTARY PUBLIC ' and for the St e of Washington; GQ°U<'`�-�-��,°,�.c. residing at: �cp�.,�f - ��J � o� .�.. o My commission expires: �!5-Ole o. �'�l�L1� .m �'�o 15 ,p� �,�� 0000• oF VIIASH � -7- EXHIBIT A (Legal Description for the Property —190 Pacific Ave., Bremerton, WA) Lots 3, 4, 5, 6, and 7, Block 9, Town of Bremerton, according to the plat recorded in Volume 2 of Plats, Page 30, Records of Kitsap County, Washington � Tax Parcel No. 3718-0009-003-0005 /- � , R:\LEGAL�Files\Current Active Files\West Sound Bank - Real Estate�2005.01.19 Right of First Refusal-Final.doc - g -