HomeMy WebLinkAbout201002110090 � �, � ,
FIRST RMERICAN TITLE INS 201002110090
Deed Rec Fee• $ 68 DO
AFTER RECORDING, RETURN TO: 0z � � i r zo 10 0� 36 PM Pase i o r �
Walter Washington, Kitsap Co quditor
Thelma Swem � �IS���I ���I�� ��� ��I� I�I���I ��I��� ���� ���I ����� ���I� �S��I�I �0� ��I�� I���� �I��I ��0�� ���� �I�� J
City o merton
345 6 Street, ite 600 KI ST A COUNTY TREASURER EXCISE 02/11J2010
Bremerton, WA 98 2010EX00604 �
�Return to: WRy �� i
Republic Title of Texas If1C. �Total: �16,203 00 _ Clerk Initial �
262b Howell Street, lOth Floor J
SPECIAL WARRANTY DEED
D�al�a 75204 ashin ton
33� W R4 RTS � g )
Reference: 1OR00338 WR4; NCS-419875
Grantor(s): " Federal Deposit Insurance Corporation, as Receiver for Westsound Bank
Grantee(s): City of Bremerton
Abbreviated Legal Description: Ptn Lot 3 and all Lots 4-7, Block 9,Town of
Bremerton, Vol. 2, P. 30 �
Assessor Tax Parcel ID#: 3718-009-003-0005 �
�:
� ' �� �� r
a F
Date: February , 2010 �t � o Q� s
� O �
Grantor: FEDERAL DEPOSIT INSURANCE CORPORATION,
as Receiver for Westsound Bank
Grantor's Mailing Address (including county): 1601 Bryan Street, 15 Floor
. , , Dallas, Dallas County.,,Texas 75201
Grantee: CITY OF BREMERTON
Grantee's Mailing Address: 345 6 Street, Suite 600
Bremerton, Kitsap County, WA 98337 �° � `
Consideration: Ten Dollars ($10.00) and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged.
1
The Seller does not represent that the above acreage or square footage calculations are correct.
,
. �
Property Description (including any improvements):
See Exhibit A attached hereto and incorporated herein by reference.
Whereas, the subj ect Properiy hereinabove described was acquired by Grantor by that certain
a Statutory Warranty Deed executed on August 29, 2Q01, and recorded on August 31, 2001 under
Recording Number 200108310039 of the Official Public Records of Real Property for Kitsap
County, State of Washington.
Grantor, for the consideration stated and subject to any reservations from and exceptions to
conveyance and warranty stated herein, grants, sells and conveys to Grantee the Property, any and
all improvements located thereon and affixed thereto, together with all and singular the rights and
appurtenances thereto in any wise belonging, to have and hold the Property unto Grantee, Grantee's
successors and assigns forever, subject to (a) the Permitted Encumbrances, as hereinafter defined,
and (b) the exceptions, limitations and conditions herein set forth. Grantor binds Grantor and
Grantor's successors and assigns to warrant and forever defend the title to the Properly to Grantee
and Grantee's heirs, executors, administrators, successors and assigns against every person
whomsoever lawfully claiming or to claim the same or any part thereof, exceat as to any reservations
from and exceptions to conveyance and warranty herein, when and only when the claim is by,
through, or under Grantor but not otherwise.
- Except for the limited covenant of warranty stated immediately above, the Property is
conveyed: (a) without covenant, representation, or warranty of any kind or nature, express or
implied, and (b) subject to the following matters (such matters hereinafter referred to individually
and collectively as "Permitted Encumbrances"): (1) easements, rights of way, and prescriptive
rights, whether of record or not; licenses and leases, whether written or oral, recorded or unrecorded;
all presently recorded restrictions, reservations, covenants, conditions, oil and gas leases, mineral
severances; liens, conveyances, and other instruments affecting the Property that have not been
created, or do not arise, by, through, or under Grantor; rights of co-owners and co-tenants; rights of
adjoining owners in any walls and fences situated on a common boundary; discrepancies, conflicts,
and shortages in area or boundary lines; any encroachments or protrusions, or overlapping of
improvements; any condition, right, claim, or other matter which would be revealed by a current
survey of the Property or which could be discovered by an inspection of the Property; all rights,
obligations and other matters emanating from and existing by reason of the creation, establishment,
maintenance, and operation of any County Water Improvement District, Municipal Utility District,
or similar governmental or quasi-governmental agency; taxes and assessments of whatever kind,
type, or nature, assessed, levied, due, or payable for the year or period during which this conveyance
takes place and for any subsequent year or period, the payment of which Grantee assumes; taxes,
penalties, and assessments for the year in which this conveyance takes place and prior yeaxs due to
change in land usage, ownership, or omission and/or mistake of assessment, the payment of which
Grantee assumes; (2) existing building and zoning ordinances, land use laws and regulations, and
environmental regulations; and (3) rights of parties in possession.
BY ACCEPTANCE OF THIS DEED, GRANTEE ACKNOWLEDGES THAT GRANTOR
HAS NOT MADE AND DOES NOT MAKE ANY
REPRESENTATIONS AS TO THE
2
The Seller does not represent that the above acreage or square footage calculations are correct.
PHYSICAL CONDITION OF THE PROPERTY, OR ANY OTHER MATTER AFFECTING OR
RELATED TO THE PROPERTY (OTHER THAN WARRANTIES OF TITLE AS PROVIDED
AND LIMITED HEREIN). GRANTEE EXPRESSLY AGREES THAT TO THE MAXIMUM
EXTENT PERMITTED BY LA W, THE PROPERTY IS CONVEYED "AS IS" AND "WITH ALL
FAULTS", AND GRANTOR EXPRESSLY DISCLAIMS, AND GRANTEE ACKNOWLEDGES
AND ACCEPTS THAT GRANTOR HAS DISCLAIMED, ANY AND ALL REPRESENTATIONS,
WARRANTIES OR GUARANTIES OF ANY KiND, ORAL OR WRITTEN, EXPRESS OR
IMPLIED (EXCEPT AS TO TtTLE AS HEREIN PROVIDED AND LIMITED) CONCERNING
THE PROPERTY, INCLUDING, WITHOUT LIMITATION, (i) THE VALUE, CONDITION,
MERCHANTABILITY, HABITABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY
OR FITNE5S FOR A PARTICULAR USE OR PURPOSE, OF THE PROPERTY, (ii) THE
MANNER: OR QUALITY, OF THE CONSTRUCTION, OR THE MATERIALS, IF ANY,
' INCORPORATED INTO THE CONSTRUCTION, OF ANY IMPROVEMENTS TO THE
, PROPERTY, (iii) THE MANNER OF REPAIR, QUALITY OF REPAIR, STATE OF REPAIR OR
; LACK OF'�REPAIR OF ANY SUCH IMPROVEMENTS, AND (iv) ACCESS. GRANTEE HAS
" MADE ALL INSPECTIONS OF THE PROPERTY TO DETERMINE ITS VALUE AND
CONDITION DEEMED NECCSSARY OR APPROPRIATE BY GRANTEE. GRANTEE
ACKNOWLEDGES THAT GRANTEE IS NOT RELYING ON ANY INFORMATION
PROVIDED BY GRANTOR 1N DETERMINING THE PROPERTY CONDITION. BY
ACCEPTANCE OF THIS DEED, GRANTEE SPECIFICALLY ASSUMES ALL RISK, COSTS
AND LIABILITIES OF WHATE�/ERNATURE ARISING OUT OF THE CONDITION OF THE
PROPERTY.
When the context requires, singular nouns and pronouns include the plural.
GRANTOR:
FEDERAL DEPOSIT INSURANCE
CORPORA.TIO , as Re eiver for Westsound Bank
BY. ,
mted e cs`��y
Its: ttorney In ct
a/s`� o '
3
'The Seller does not represent that the above acreage or square footage calculations are correct.
,
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
c
State of California
County of o�-� � �'I �
On �' �" �o �� before me, � . �� Dle-� s, N�{��� ,
Date Here InseR Nam and Tdle ot the Officer
personally appeared c� ��' -� � � � �. �D �/
Name(s) of gner(s)
�
who proved to me on the basis of satisfactory
evidence to be the person�whose name(� is/a�c
subscribed to the within instrument and acknowledged
to me that he/�ed� executed the same in
E. FLORES his/�t/t0�' authorized capacityl�, and that by
Commission #� 1856845 Z his/p�cttJ�ir signature� on the instrument the
a� Notary Public - Calitornia z
z Orange County > persor�j, or the entity upon behalf of which the
My Comm. Expires Ju15 2013 J personJ�-acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand an official seal.
Signature: ' `
Place Notary Seal and/or Stamp Above Signat of Notary Public
OPTIONAL
Though the information below is not required by /aw, it may prove va/uable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: � ��-
Document Date: �'��' �U Number of Pages:
� l �f D (��P.c,Q�.�� �'jh,��! 22f'dx . ![��1--
signerfs� �
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
❑ Corporate Officer — Title(s): ❑ Corporate Officer — Title(s):
❑ Individual ❑ Individual
. .
❑ Partner — � Limited ❑ General op of thumb here ❑ Partner — � Lim' d❑ General Top of mb here
❑ Attorney in Fact ❑ Attorney in F
❑ Trustee ❑ Trustee .
❑ Guardian or Conservator ❑ Guardia or Conservator
❑ Other: ❑ Other•
Signer Is Representing: Si er Is Representing:
OO 2008 National Notary Assoaation • 9350 De Soto Ave , P O. Box 2402 • Chatsworth, CA 91313-2402 • www NationalNotary.org Item #5907 Reorder: Call Toll-Free 1-800-87E6827
. . . �
ACCEPTED AND AGREED TO AND DELIVERY ACKNOWLEDGED ON THIS THE �
DAY OF FEBRUARY, 2010.
GRANTEE:
City of Bremerton
B � �
Y•
Patty L , Mayor
GRANTEE'S ACKNOWLEDGEMENTS
STATE OF WASHINGTON )(
)�
COUNTY OF KITSAP )(
This instrument was acknowledged before me on this �_ day of February, 2010, by Patty
Lent, Mayor of the City of Bremerton, on behalf of the City.
My Commission Expires:
Notary Public
�-I�-II
�(HE�/I•� J hl°.�rv�G� V� 1N �° Wl
�, 'N O%SS,o�L otary's Name Printed or Typed
D • "� T 9 m � � �
'T' : N G��` ?� m: m
�'<` �• �� � �C � .� �
GL ��
Sti �NGTON
5
The Seller does not represent that the above acreage or square footage calculations are correct.
�; .
. �
EXHIBIT "A"
Le�al Description
LOTS 3 THROUGH 7, BLOCK 9, TOWN OF BREMERTON, ACCORDING TO THE PLAT
RECORDED IN VOLUME 2 OF PLATS, PAGE 30, RECORDS OF KITSAP COUNTY, �
WASHINGTON; EXCEPT THAT PORTION CONVEYED TO STATE OF WASHINGTON,
DEPARTMENT OF TRANSPORTATION BY DEED RECORDED APRIL 20, 2006, UNDER
RECORDING NO. 200604200285.
6
The Seller does not represent that the above acreage or square footage calculations are correct.
. • —y
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� Form No. 1402.06 �,. •° a�.� Policy Page 1� ���
ALTA Owner's Policy (6-17-06) f' � Policy Number: NCS-419875-RTT • ,�
1100302P050600 �,�� � ��� �
' OWNER' S POLI�Y OF TITLE INSURANCE �'
` ' ISSUED BY
�� First American Title Insurance Company ��
� Any notice of claim and any other notice or statement in writi�g required to be given to the Company under this policy must be �••
� given to the Company at the address shown in Section 18 of the Conditions.
f �
� � COVERED RISKS �
� SUBJECT TO THE D(CLUSIONS FROM COVERAGE, THE IXCEPTIONS police power not mvered by Covered Risk 5 if a notice of the
"�� FROM COVERAGE CONTAINED IN SCHEDULE B AND THE enforcement acction, describing any part of the Land, is recorded �'' '
i COND1lIONS, FtRST AMERICAN ITTLE INSURANCE COMPANY, a in the Public Records, but only to tt�e extent of the enforcement ��, �
' Califomia corporation (the "Company'� insures, as of Date of Policy referred to in that notice. �
a "� and, to the extent stated in Covered Risks 9 and 10, after Date of 7. The exercise of the rights of eminent domain if a notice of the �`
� Policy, against loss or damage, not exceeding the Amount of exercise, describing any part of tfie Land, is recorded in the �
,.� Insurence, sustained or incurred by the Insured by reason of: Public Records. �;.
.� 1. Title being vested other tfian as stated in Schedule A. 8. Any taking by a governmental body that has occurred and is ',�
° 2. Any defect in or lien or encumbrance on the Title. l'his Covered binding on the rights of a purchaser for value without Knowledge. �'
e� Risk includes but is not limited to inwrance against loss from 9. Title being vested other than as stated in Schedule A or being A►
il (a) A defect in the Title caused by defective
' (i) forgery, fraud, undue influence, duress, incompetency, (a) as a result of the avoidance in whole or in par[, or from a ,�
''�, incapacity, or impersonation; court order providing an alternative remedy, of a transfer of _
(ii) failure of any person or Entity to have authorized a all or any part of the title to or any interest in the Land
,� transfer or conveyance; occurring prior to the transacdon vesting Title as shown in -
(iii) a document affecting Title not properly aeated, Schedule A because that prior transfer constituted a
! executed, wifiessed, sealed, acknowledged, notarized, or fraudulent or preferential transfer under federal bankruptcy, �,
� delivered; state insolvency, or similar creditors' rights laws; or �'
,. (iv) failure to perform those achs necessary to create a (b) because the instrument of transfer vesGng Title as shown in
' document by electronic means authorized by law; Schedule A constitute� a preferential transfer under federal �'
(v) a document executed under a falsified, expired, or bankruptcy, state insolvency, or similar creditors' rights laws
otherwise invalid power of attorney; by reason of the failure of its recording in the Public Records
� (vi) a document not properly filed, recorded, or indexed in (i) to be timely, or
s the Pubiic Records inciuding failure to perform those acts (ii) to impart notice of its existence to a purchaser for value �
by electronic means authorized by law; or or to a judgment or hen creditor.
J � (vii) a defective judicial or administrative proceeding. 10. Any defect in or lien or encumbrance on the Title or other matter
(b) The lien of real estate taxes or assessments imposed on the included in Covered Risks 1 through 9 that has been created or . �
Title by a governmental authority due or payable, but unpaid. attached or has been filed or recorded in the Public Records 1
� (c) Any enaoachment, encumbrance, violation, variation, or subsequent to Date of Policy and prior to the recording of the
� adverse circumstance affecting the T�Je that would be deed or other instrument of transfer in the Pubiic Records that •• r
disclosed by an accurate and complete land survey of the vests Title as shown in Schedule A. ,�
� `�r Land. The term "encroachmenY' includes encroachments of
� existing improvements located on the Land onto adjoining The Company will also pay the costs, attorneys' fees, and expenses �*
� �q land, and encroachments onto the Land of exisGng incurred in defense of any matter insured against by this policy, but
� improvements located on adjoining land. only to the extent provided in the Conditions. �
• � 3. Unmarketable Ti�e.
t ?� 4. No right of access ho and from tfie Land. Firsr A,ne;-ican 7Frte Insur�mc� Compcmy �
� 5. The violation or enforcement of any law, ordinance, pertnit, or � /�� , ,
_� governmental regulation (including those relating to building and B ,. f.... 4 , � �
.� zoning) restricting, regulating, prohibiting, or relating to � �I
j ,� (a) the occupancy, use, or enjoyment of the Land; � '
ATTESi ������Zy%IIr�6�%� V �` l 6EGREfMY
,� (b) the charecter, dimensions, or location of any improvement �.
erected on the Land; _ �
� {c) the subdivision of land; or
'� (d) environmental protection
if a notice, describing any part of the Land, is recordecl in the
Public Records setting forth the violation or intention to
� enforce, but only to the extent of the violation or enforcement
' referred to in that notice.
6. An enforcement action based on the exercise of a govemmental
�
- _ � - .'o����v'��''s�,' *m`� '�^ - 4° �' '__� _ ` � �i -,x '4
� � x }
—.--- ,— _ —� _ _ _ �- �� _ ��
♦� ' �
` � (
- Form No. 1402.06 Policy Page 2
ALTA Owner's Policy (6-17-06) Policy Number: NCS-419875-RTT
EXCLUSIONS FROM COVERAGE (ii) With regard to (A), (B), (C), and (D) reserving, however, ali nghts
The following matters are expressly excluded from the coverage of U�is policy, and and defenses as to arry successor that the Company would have had
the Comparry will not pay loss or damage, costs, attorneys' fees, or expenses that against any predecessor Insured.
arise by reason of: (e) "Insured Claimant": An Insured claiming loss or damage.
1. (a) Arry law, ordinance, permit, or govemmental regulatiori (including those (� "Knowledge" or "Known": Actual knowledge, not corstructive knowledge
relating to building and zoning) restricting, regulating, prohibiting, or or notice that may be imputed to an Insured by reason of the Public
relating to Records or any other records that impart constructive notice of matters
(i) the occupancy, use, or enjoyment of the Land; affectang the Title.
(ii) the character, dime�ions, or location of any improvement erected on (g) "Land": The land described in Schedule A, and affixed improvements that
the Land; by �aw constitute real property. The term "Land" does not include any
(iii) the subdivision of land; or property beyond the lines of the area described in Schedule A, nor any
(iv) ernironmenYal protection; right, title, interest, estate, or easement in abutting streefs, roads,
or the effect of any violation of these laws, ordinances, or governmental avenues, alleys, lanes, ways, or waterways, but this does not modify or
regulations. This Exclusion 1(a) does not moddy or limit the coverage provided limit the extent that a right of access to and from the Land is insured by
under Covered Risk 5. this policy.
(b) Any governmental police power. This Exclusion 1(b) does not modify or (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security
limit the coverage prowded under Covered Risk 6. instrument, including one evidenced by electronic means authonzed by
2. Rights of eminent domain. This Exclusion does not modify or limit the law.
coverage provided under Covered Risk 7 or 8. (i) "Public Records": Records established under state statutes at Date of
3. Defects, liens, encumbrances, adverse claims, or other matters Policy for the purpose of imparting construdive notice of matters relating
(a) created, suffered, assumed, or agreed to by the Insured Claimarrt; to real property to purchasers for value and without Knowledge. With
(b) not Known to the Company, not recorded in the Public Records at Date of respect to Covered Risk 5(d), "Public Records" shall also include
Policy, but Krrown to the Insured Claimant and not disclosed �n writing to environmental protection liens filed in the records of the clerk of the
the Company by the Insured Claimant prior to the date the Insured United States District Court for the district where the Land is located.
Claimant became an Insured under this policy; (j) "Title": The estate or interest described in Schedule A.
(c) resulting in no loss or damage to the Insured Claimant; (k) "Unmarketable Title": Title affected by an alleged or apparent matter that
(d) attaching or created subsequent to Date of Policy (however, this does not would permit a prospective purchaser or lessee of the Title or lender on
modify or limit the coverage provided under Covered Risks 9 and 10); or the Title to be released from the obligation to purchase, lease, or lend if
(e) resulting in loss or damage that would not have been sustained if the there is a contractual condition requiring the delivery of marketable title.
Insured Claimant had paid value for the Title.
4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, 2. CONTINUATION OF INSURANCE
or similar creditors' rights laws, that the transaction vesting the Title as shown The coverage of this policy shall continue in force as of Date of Policy in favor
in Schedule A, is of an Insured, but only so long as the Insured retains an estate or interest in the -
(a) a fraudulent corneyance or fraudulent transfer; or Land, or holds an obligation secured by a purchase money Mortgage given by a
(b) a preferential transfer for arry reason not stated in Covered Risk 9 of this purchaser from the Insured, or only so long as the Insured shall have liability by
polity. reason of warranties in any transfer or corneyance of the Title. This policy shall not
5. Any lien on the Tdle for real estate taxes or assessments imposed by continue in force in favor of arry purchaser from the Insured of either (i) an estate
governmental authority and created or attaching between Date of Policy and or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage
the date of recording of the deed or other instrument of transfer in the Public given to the Insured.
Records that vests Title as shown in Schedule A.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
CONDITIONS The Insured shall notify the Company promptly in writing (i) in case of any
1. DEFINI7ION OF TERMS litigation as set forth m Section 5(a) of these Conditions, (ii) in case Knowledge
The following terms when used in this polity mean: shall come to an Insured hereunder of any claim of title or interest that is adverse
(a) "Amount of Insurance": The amount stated in Schedule A, as may be to the Title, as insured, and that might cause loss or damage for which the
increased or decreased by endorsement to this policy, increased by Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is
Section 8(b), or decreased by SecGons SO and 11 of these Conditions. rejected as Unmarketable Title. If the Company is prejudiced by the failure of the
(b) "Date of Policy": The date designated as "Date of Policy" in Schedule A. Insured Claimant to provide prompt not�ce, the Company's liability to the I�sured
(c) "Entity": A corporation, partnership, trust, limited liability company, or Claimant under the policy shall be reduced to the extent of the prejudice.
other simdar legal entity.
(d) "Insured": The Insured named in Schedule A. 4. PROOF OF LOSS
(i) The tertn "Insured" also includes In the event the Company is unable to determine the amount of loss or
(A) successors to the TiUe of the Insured by operation of law as damage, the Company may, at its option, require as a condition of payment that
distinguished from purchase, includm9 heirs, devisees, SUNIVOfS� the Insured Claimant fumish a signed proof of loss. The proof of loss must describe
personal representabves, or next of kin; fhe defect, lien, encumbrance, or other matter insured against by this policy that
(B) successors to an Insured by dissolution, merger, consolidation, coru�tutes the basis of loss or damage and shall state, to the extent possible, the
distribution, or reorgarozation; basis of calculat�ng the amount of the loss or damage.
(C) successors to an Insured by its conversion to another kind of
Entity; 5. DEFENSE AND PROSECUTION OF ACTIONS
(D) a g2ntee of an Insured under a deed delivered without (a) Upon written request by the Insured, and subject to the options contained
payment of actual valuable consideration corneying the Title in Section 7 of these Conditions, the Company, at its own cost and without
(1) if the stock, shares, memberships, or other equity interests unreasonable delay, shall provide for the defense of an Insured in
of the grantee are wholly-owned by the named Insured, lidgation in which arry third party asserts a claim covered by this policy
(2) if the grantee wholly owns the named Insured, adverse to the Insured. This obligation is limited to only those stated
(3) if the grantee is wholly-owned by an affiliated Ent�ty of the causes of action alleging matters insured against by this policy. The
named Insured, provided the a�liated Enhty and the Company shall have the right to select counsel of its choice (subject to the
named Insured are both wholy-owned by the same person right of the Insured to object for reasonable cause) to represent the
or Entity, or Insured as to those stated causes of action. It shall not be liable for and
(4) if the grantee is a trustee or beneficiary of a trust created will not pay the fees of arry other counsel. The Comparry wdl not pay any
by a written instrument established by the Insured named fees, costs, or expenses incurred by the Insured in the defense of those
in Schedule A for estate planning purposes. causes of acdon that allege matters not insured against by this policy.
(b) The Company shall have the right, in addition to the options contained in
First American Title Insurance Company
c •
- Form No. 1402.06 Policy Page 3
ALTA Owner's Policy (6-17-06) Policy Number: NCS-419875-RTT
Section 7 of these Conditions, at its own cost, to institute and prosecute attomeys' fees, and experues incurred by the Insured Claimant that were
arry action or proceeding or to do any other act that in its opinion may be authorized by the Comparry up to the time of payment and that the
necessary or desirable to establish the Title, as insured, or to prevent or Company is obligated to pay.
reduce loss or damage to the Insured. The Company may take any Upon the exercise by the Company of either of the optioris provided for in
appropnate action under the tertns of this policy, whether or not �t shall subsectio� (b)(i) or (ii), the Comparry's obligations to the Insured under this
be liable to the Insured. The exerase of these rights shall not be an policy for the claimed loss or damage, other than the payments required to be
admission of liability or waiver of any provision of this policy. If the made, shall terminate, including any liability or obligation to defend, prosecute,
Company exercises its rights under this subsection, it must do so or continue any litigation.
diligently.
(c) Whenever the Company brin9s an action or asserts a defense as required 8. DETERMINATION AND EX7ENT OF LIABILITII
or permitted by this policy, the Comparn/ may pursue the litigat+on to a This poficy is a contract of indemrnty against actual monetary loss or damage
final determination by a court of competent jurisdiction, and it expressly sustained or incurred by the Insured Claimant who has suffered loss or damage by
reserves the right, in its sole discretion, to appeal arry adver5e )udgmerrt reason of matters insured against by this policy.
or order. (a) The extent of liability of the Comparry for loss or damage under this policy
shall not exceed tlie lesser of
6. DUTY OF INSURED CLAIMANT TO COOPERATE (i) the Amount of Insu2nce; or
(a) In all cases where this policy permits or requires the Comparn to (ii) the difference between the value of the Title as insured and the value
prosecute or provide for the defense of any acbon or proceeding and any of the Title subjed to the risk insured against by this policy.
appeals, the Insured shall secure to the Company the right to so (b) If the Company pursues its rights under Section 5 of these Conditions and
prosecute or provide defense in the adion or proceeding, mcluding the is unsuccessful in establishing the Title, as ir�sured,
nght to use, at its option, the name of the Insured for this purpose. (i) the Amount of Insurdnce shall be increased by SO%, and
Whenever requested by the Company, the Insured, at the Company's (ii) the Insured Claimant shall have the right to have the loss or damage
expense, shall give the Company all reasonable aid (i) in securing determined either as of the dabe the claim was made by the Insured
evidence, obtaining witnesses, prosecuting or defending the action or Claimant or as of the date it is settled and paid.
proceeding, or effecting settlement, and (ii) in any other lawful act that in (c) In addition to the extent of liability under (a) and (b), the Company will
the opinion of the Company may be necessary or desirable to establish also pay tfiose costs, attomeys' fees, and expenses incurred in accordance
the Tide or any other matter as insured. If the Company is prejudiced by with Sections 5 and 7 of these Conditions.
the failure of the Insured to fumish the required cooperation, the
Comparry's obligations to the Insured under the policy shall terminate, 9. LIMITATION OF LIABILITY
including any liability or obli9ation to defend, prosecute, or continue any (a) If the Company establishes the Title, or removes the alleged defect, lien,
litigation, with regard to the matter or matters requiring such or encumbrance, or cures the lack of a right of access to or from the
cooperation. LanQ, or cures the claim of Unmarketable Title, all as insured, in a
(b) The Company may reasonably require the Insured Claimant to submit to reasonably diligent manner by any method, including litigation and the
examination under oath by any authorized representative of the Company completion of any appeals, it shall have fully performed its obligations
and to produce for examination, inspection, and copying, at such with respect to that matter and shall not be liable for any loss or damage
reasonable times and places as may be designated by the authorized caused to the Insured.
representative of the Company, all records, in whatever medium (b) In the event of arry litigation, including litigation by the Company or with
maintained, including books, ledgers, checks, memoranda, the Comparry's consent, the Comparry shall have no liability for loss or
correspondence, reports, e-mails, disks, tapes, and videos whether damage until there has been a final determination by a court of
bearing a date before or after Date of Policy, that reasonably pertain to competent jurisdiction, and disposition of all appeals, adverse to the Title,
the loss or damage. Further, if requested by arry authorized as insured.
represenWtive of the Company, the Insured Claimant shall grant its (c) The Comparry shall not be liable for loss or damage to the Insured for
permission, in writing, for any authorized representative of the Comparry liabtlity voluntariy assumed by the Insured in settl�ng any claim or suit
to examine, mspect, and copy all of these records in the custody or without the prior written consent of the Company.
control of a third party that reasonably pertain to the loss or damage. All
information designated as confidential by the Insured Claimant provided 10. REDUCTION OF INSURANCE; REDUC'fiON OR TERMINAiION OF
to the Company pursuant to this Section shafl not be disclosed to others LIABILITY
unless, in the reasonable judgment of the Company, it is necessary in the All payments under this policy, except payments made for rnsts, attomeys'
administration of the claim. Failure of the Insured Claimant to submit for fees, and expenses, shall reduce the Amount of Insurance by the amourrt of the
examination under oath, produce arry reasonably requested information, payment.
or grant pertnission to secure reasonably necessary information from third
parties as required in this subsection, unless prohibited by law or 11. LIABILIIY NONCUMULATIVE
governmerrtat regutation, shall tertninate any liability of the Company The Amount of Insurance shall be reduced by any amount the Comparry pays
under this policy as to that claim. under any policy insuring a Mortgage to which except�on is taken in Schedule B or
to which the Insured has agreed, assumed, or taken sub�ect, or which is executed
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION by an Insured after Date of Policy and which is a charge or lien on the Title, and
OF LIABILiTY the amount so paid shall be deemed a payment to the Insured under this policy.
In case of a claim under this policy, the Company shall have the following
additional options: 12. PAYMENT OF LOSS
(a) To Pay or Tender Payment of the Amount of Insurance. When liability and the extent of loss or damage have been definitely faed in
To pay or tender payment of the Amount of Insurance under this policy accordance with these Conditions, the payment shall be made within 30 days.
togetfier with ar�y costs, attorneys' fees, and expenses incurred by the
Insured Claimant that were authorized by the Comparry up to the time of 13. RIGH75 OF RECOVERY UPON PAYMENT OR SETTLEMENT
payment or tender of payment and that the Comparry is obligated to pay. (a) Whenever the Company shall have settled and pa�d a claim under this
Upon the exercise by the Company of this option, all liability and policy, it shall be subrogated and enUtled to the rights of the Insured
obligations of the Comparry to the Insured under this policy, other than to Claimant in the Title and all other nghts and remedies in respect to the
make the payment required in this subsectlon, shall terminate, including claim that the Insured Claimant has against any person or property, to the
any liability or obligation to defend, prosecute, or continue arry litlgation. extent of the amount of arry loss, costs, attomeys' fees, and exper�ses
(b) To Pay or Otherwise Settle With Pardes Other Than the Insured or With paid by the Company. If requested by the Company, the Insured Claimant
the Insured Claimant shall execute documents to evidence the trarufer to the Company of these
(i) To pay or otherwise settle with other pardes for or in the name of an rights and remedies. The Insured Claimant shall permit the Company to
Insured Claimant any claim insured against under this policy. In sue, compromise, or settle in the name of the Insured Claimant and to
addition, the Comparry wdl pay arry costs, attorneys' fees, and use the name of the Insured Claimarrt in any transacdon or litigation
expenses incurred by the Insured qaimant that were authonzed by involving these rights and remedies.
the Comparry up to the dme of payment and that the Company is If a payment on account of a claim does not fully cover the loss of the
obligated to pay; or Insured Claimant, the Company shall defer the exercise of its right to
(n) To pay or otherwise settle with the Insured Claimant the loss or recover until after the Insured Claimant shall have recovered its loss.
damage provided for under this policy, together with arry costs,
First American Title Insurance Company
' Form No. 1402.06 Policy Page 4
ALTA Owner's Policy (6-17-06) Policy Number: NCS-419875-RTT
(b) The Company's right of subrogation includes the rights of the Insured to (d) Each endorsement to this policy issued at any time is made a part of this
indemnities, guaranties, other policies of insurance, or bonds, policy and is subject to all of its terms and provisioris. Except as the
notwithstanding any terms or condihoru contained in those instruments endorsement expressly states, it does not (i) modi(y any of the teRns and
that address subrogation nghts. provisions of the policy, (ii) modify any prior endorsement, (iii) extend the
Date of Poticy, or ('rv) increase the Amount oP lnsurance.
14. ARBI7RA7ION
Either the Company or the Insured may demand that the claim or controversy 16. SEVERABILIT1f
shall be submdted to arbitration pursuant to the Title Insurance Arbitration Rules of In the event any provision of this policy, in whole or in part, is held invalid or
the American Land Title Association ("Ru�es'�. Except as provided in the Rules, unenforceable under applicable law, the policy shall be deemed rwt to include that
there shall be no joinder or consolidation with claims or controversies of other provision or such part held to be irnalid, but all other provisions shall remain in full
persons. Arbitrable matters may indude, but are not limited to, any controversy or force and effect.
claim between the Company and the Insured arising out of or relating to this
policy, any service in connection with its issuance or the breach of a policy 17. CHOICE OF LAW; FORUM
provision, or to arry other controversy or claim arising out of the transaction giving (a) Choice of Law: The Insured acknowledges the Comparry has underwritten
rise to this policy. All arbitrable matters when the Amount of Insurance is the risks covered by this policy and determined the premium charged
$2,000,000 or less shall be arbitrated at the option of either the Company or the therefore in reliance upon the law affecting interests in real property and
Insured. All arbihable matters when the Amount of Insurance is in excess of applicabie to the interpretation, rights, remedies, or enforcement of
$2,000,000 shall be arbitrated only when agreed to by both the Company and the poliaes of title insurance of the �unsdiction where the Land is located.
Insured. Arbitration pursuant to this policy and under the Rules shall be binding Therefore, the court or an arbitrator shall apply the law of the jurisdiction
upon the parties. ]udgment upo� the award rendered by the Arbitrator(s) may be where the Land is located to determine the validity of claims against the
entered in any court of competent jurisdiction. Title that are adverse to the Insured and to interpret and enforce the
terms of this policy. In neither case shall the court or arbitrator apply its
15, LIABILITY LIMTTED TO THIS POLICY; POLICY ENTIRE CONTRACT conFlicts of law principle5 to determine the applicable law.
(a) This policy together with all endorsements, if any, attached to it by the (b) Choice of Forum: Any litigation or otfier proceeding brought by the
Company is the entire policy and contract between the Insured and the Insured against the Company must be filed onty in a state or federal court
Comparry. In mterpreting any provision of this policy, this policy shall be within the United States of America or its territories having appropriate
construed as a whole. �unsdiction.
(b) Arry claim of loss or damage that arises out of the status of the Title or by
arry action asserting such claim shall be restricted to this policy. 18. NOTICES, WHERE SENT
(c) Any amendment of or endorsement to this policy must be in writing and Any notice of claim and any other notice or statement in writing required to be
authenticated by an authorized person, or expressly incorporated by given to the Company under this policy must be given to the Comparry at 1 Frst
Schedule A of this policy. American Way, Santa Ana, CA 92707, Attn: Claims Department.
POLICY OF TITLE INSURANCE
6� A ��� f ,
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� First American Tide Insurance Company
' Form No. 1402.06 Policy Page 5
ALTA Owner's Policy (6-17-06) Policy Number: NCS-419875-R1T
SCHEDULE A
FirstAmerican Tit/e Insu�ance Company
Name and Address of Title Insurance Company:
First American Title Insurance Company
1 First American Way
Santa Ana, CA 92707
File No.: NCS-419875-RTT Policy No.: NCS-419875-RTT
Address Reference: 190 Pacific Avenue, Bremerton, WA 98337
Amount of Insurance: $910,000.00 Premium: $2,330.00
Date of Policy: February 11, 2010 at 01:36 p.m.
1. Name of Insured:
The City of Bremerton
2. The estate or interest in the Land that is insured by this policy is:
Fee Simple
3. Title is vested in:
The City of Bremerton
4. The Land referred to in this policy is described as follows:
Real property in the City of Bremerton, County of Kitsap, State of Washington, described as
follows:
LOTS 3 THROUGH 7, BLOCK 9, TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED
IN VOLUME 2 OF PLATS, PAGE 30, RECORDS OF KITSAP COUNTY, WASHINGTON; `
DCCEPT THAT PORTION CONVEYED TO STATE OF WASHINGTON, DEPARTMENT OF
TRANSPORTATION BY DEED RECORDED APRIL 20, 2006 UNDER RECORDING NO.
200604200285.
APN: 3718-009-003-0005
First American Title Insurance Company
�
., , .
' Form No. 1402.06 Policy Page 6
ALTA Owner's Policy (6-17-06) Policy Number: NC5�19875-RTT
SCHEDULE B
File No.: NCS-419875-RTT Policy No.: NCS-419875-R1T
EXCEPTIONS FROM COVERAGE
This Policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees,
or expenses that arise by reason of: .
Part One:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing
authority that levies taxes or assessments on real property or by the public records.
2. Any facts, rights, interests, or claims which are not shown by the public records but which could
be ascertained by an inspection of said land or by making inquiry of persons in possession
thereof.
3. Easements, claims of easement or encumbrances which are not shown by the public records.
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts
which a correct survey would disclose, and which are not shown by the public records.
5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or
hereafter furnished, imposed by law and not shown by the public records.
6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing
the issuance thereof; (C) Water rights, claims or title to water; whether or not the
matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian
Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or
equitable servitudes.
7. Any service, installation, connection, maintenance, construction, tap or reimbursement
charges/costs for sewer, water, garbage or electricity.
Part Two:
1. City liens, if any, for the city of Bremerton.
2. Easement, including terms and provisions contained therein:
Recording Information: April 20, 2006 under Recording No. 200604200286
In Favor of: State of Washington, Department of Transportation and its
assigns
For: Underground tunnel, and of utilities with related structures and
facilities
_ Affects: as described therein
3. Easement, including terms and provisions contained therein:
First American Title Insurance Company
' Form No. 1402.06 Policy Page 7
ALTA Owner's Policy (6-17-06) Policy Number: NCS-419875-RTT
Recording Information: March 9, 2007 under Recording No. 200703090306
In Favor of: Puget Sound Energy, Inc.
For: Transmission, distribution and sale of electricity
Affects: (Lot 3) as described therein
4. Unrecorded leaseholds, if any, rights of vendors and security agreement on personal property
and rights of tenants, and secured parties to remove trade fixtures at the expiration of the term.
5. General Taxes for the year 2010.
Tax Account No.: 371800-9-003-0005
� Amount Billed: $ 9,251.80
Amount Paid: $ 0.00
Amount Due: $ 9,251.80
Assessed Land Value: $ 239,190.00
Assessed Improvement Value: $ 600,560.00
(Said taxes have not yet been certified)
First American Title Insurance Company
' Form No. 1402.06 Policy Page 8
ALTA Owner's Policy (6-17-06) Policy Number: NCS-419875-RTT
First American Title Insurance Company
OUITCLAIM BILL OF SALE �
FOR VALUE RECEIVED in the amount of Ten and NO/100 DOLLARS ($10.00) in
hand paid, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Federal Deposit Insurance Corporation, as Receiver for Westsound
Bank, ("Seller") quitclaims to the City of Bremerton ("B_Euver") any and all of Seller's right,
title and interest in and to the personal property more fully described in Exhibit A, attached
hereto and incorporated herein by this reference (the "Personaltv").
Seller warrants to Buyer that Seller has the authority to sell, assign and transfer its right,
title and interest in and to the Personalty. All other warranties, including specifically but without
limitation warranties of fitness and merchantability and title of other persons, are hereby
excluded. Seller has not confirmed the quality, or condition of the Personalty and makes no
representations with respect thereto and Buyer accepts the same "AS-IS, WHERE IS" without
any representarion or warranty except as expressly provided herein.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale under seal this
$�'` day of February, 2010 to be effective February �, 2010.
BUYER
City of Bremerton
By:�
Patty e t, ayor
SELLER
FEDERAL DEPOSIT INSURANCE
- CORPORATION, as Receiver for Westsound
Bank
By:
Name:
Title: Attorney-in-Fact
i
., �� "
OUITCLAIM �ILL 4F SALE
FOR VALUE RECEIVED in the amount of Ten and NO/100 DOLLARS ($1�.00) in
hand paid, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Federal Deposit Insurance Corporation, as Receiver for Westsound
Bank, ("Seller") quitclaims to the City of Bremerton {"Bu�er") any and all of Seller's right,
title and interest in and to the personal property more fuliy described in Exhibit A, attached
hereto and incorporated herein by this reference (the "Personaltv").
Seller warrants to Buyer that Seller has the authority to sell, assign and transfer its right,
title and interest in and to the Personalty. AlI other warranties, including specifically but without
limitation warranties of fitness and merchantability and title of other persons, are hereby
excluded. Se11er has not confirmed the quality, or condition of the Personalty and makes no
� representations with respect thereto and Buyer accepts the same "AS-IS, WHERE IS" without
any representation or warranty except as expressly provided herein.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale under seal this
day of February, 2010 to be effective February _, 2010.
BUYER
City of Bremerton
By:
Patty Lent, Mayor
SELLER
FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver for Westsound
Bank
� Name. ��-��
Title: t
��
S�0
Exhibit A
Personalty
All of the personal property, if any, located on the following property:
LOTS 3 THROUGH 7, BLOCK 9, TOWN OF BREMERTON, ACCORDING
TO THE PLAT RECORDED 1N VOLUME 2 OF PLATS, PAGE 30, RECORDS
OF KITSAP COUNTY, WASHINGTON;
EXCEPT THAT PORTION CONVEYED TO STATE OF WASHINGTON,
DEPARTMENT OF TRANSPORTATION BY DEED RECORDED APRIL 20,
2006, UNDER RECORDING NO. 200604200285.
/ 1-
-
� REPUBLIC'['ITLE OF'I�EXAS, INC DATE: 02/08/2010
GF NO: 1OR00338 WR
PUACHASER'S STATEMENT
SALE FROM: FDIC as receiver for Westsound Bank
SALE TO: City of Bremerton
PROPERTY: Lots 3-7, Block 9, Town of Bremerton,
Plat recorded in Volume 2, Page 30, Kitsap County
ADDRESS: 190 PACIFIC, BREMERTON, WASHINGTON 98337
PURCHASE PRICE: $ 910,000.00
PLUS: CHARGES
Fees to the Title Company: �
Escrow Fee $ 300.00
Courier � 25.00
1/2 Basic Policy Owner Premium � 1,165.00
1/2 Search Exam Fee � 250.00
1/2 Sales Tax on Premium � 107.77
Recording Fees (Deed) � 54.00
Real Estate Excise Tax Fee � 16,203.00
1.78� Excise Tax 16,198.00 �
State Technology Fee 5.00 �
�
�
�
�
�
�
_ �
$
�
� .
$
�
�
�
TOTAL CHARGES � 18,104.77
GROSS AMOUNT DUE BY PURCHASER � 928,104.77
LESS: CREDITS
Prorations• �
Taxes from O1/O1/2010 thru 02/07/2010 � 963.20
Earnest Money held b Seller � 45,500.00
$
$
$
TOTAL CREDITS � 46,463.20
BALANCE DUE BY PURCHASER � 881,641.57
I'urchaser nnderstands the Closing or Tscrow Agent hAS assembled this iniormation mpresenting the tronsuction from the best information ar•ailable from
other sm,rces and cannot guarantee the accaracy thereoL An� real estate agent or lender imol��ed may be fornished a copy of this StAtemenf.
I'urchaser nnderstands that tax und insorame prorations and resenes were b�sed on fignres for the preceding fear or snpplied bp others or estimates for
current year, and in the e�•ent of any change for current year, all necessarf adjustments mast be made behreen I'nrchaser and SeDer direc�
The nndersigned hereby authorizes Closing or Tscrow Agent to make expenditnres and disbnrsements � shown abo�e and �pproces same for payment. The
nndersigned also acknowledges receipt of Loan Tiinds, if applicable, in lhe amount shown abo�e and receipt of a copf of this Statement.
SEE SIGNATURE ADDENDUM ATTACHED.
REPUBLIC OF TEXAS, INC.
��, � �� ,
CLOSING OR ESCROW AGENT ADDRESS
*Note: Intemst on existin� liens is tigared to the date indicated. If not paid by then, additional interest wiD ha�e to be collected and
your statement will be a�(justed to ha��e sufficient funds to secare release from the Iienholder.
.
. SIGNATURE ADDENDUM
� TO PURCHASER'S CLOSING STATEMENT
GF N0. 1OR00338 WR4
CITY OF BREMERTON
BY ; �'� � �
Patty, , Mayor
� ,
PURCHASE AND SALE AGREEMENT
between
FEDERAL DEPOSIT INSURANCE CORPORATION, as RECEIVER for
WESTSOUND BANK
And
TI38 CITY OF BRLb�RTON
Dated Janua ry 7, 2 O 10
�
TABLE OF CONTENTS
PURCHASE AND SALE AGREEMENT
(IMPROVED PROPER'I'�
(CASH SALE)
SectionI. Sale and Purchase .....................................................................................................1
Section 2. Purchase Price; Earnest Money ..............................................
.................................. 1
Section 3. Title Commitment; Survey........-•--• ...............................................
...........................2
Section 4. Representations and Warranties ........................ ................... .....3
..----... ......................
Section 5. Furnishing of Infortnation; Feasibility Inspection Period; Condition to Closing. ...4
Section6. Closing . .......................................................................................................... ...6
Section'l. Notices ................................................................. .................10
..................................
Secrion Commissions ..........................................................................................................11
Section9. Assigns ................................................................................................. ........11
Section 10. Goveming Law .........................................•-•-•-.• ..12
....................................................
Section11. Remedies ........................................................................... ...12
..................................
Section 12. Condemnation/Casualh' ....................................................... ...............13
...................
Section 13. Entire Agreement; Interpretation; Severability; Attomey's Fees; Counterpart;
Memorandum of Agreement; Time is of the Essence ............................................15
Section 14. Disclaimer; Waiver/Release of Claims . .................................................................16
Section 15. Offer Only; Effective Date ................................................
.....................................21
Section 16. Condirioned Upon Committee Approval . .................... ,,;,,,,.,,,,,,,,22
.... ..... .................
Section 17. Prospective Lease(s); Reimbuisement Period ....................... .....................22
Section 18. Prohibited Purchaser . ....................................................... ...---•--...............23
Section t9. Confidentiality ............................................................... •--23
.................. ....................
ii
_ �
Exhibit "A" - Le�al Description
Exhibit "B" - [NTENTIONALLY DELETED
Exhibit "C" - Furnished Documents
Exhibit "D" - Purchaser Eli�bilitv Certification
Exhibit "E" - Confidentiality A reement
Schedule "A" - List of Fumished Documents
iii
� ,
i
PURCHASE AND SALE AGREEMENT -
(IMPROVED PROPERTI�
(CASH SALE)
THIS PURCHASE AND SALE AGREEMENT (this "AgreemenY� is entered into
between the FEDERAL DEPOSIT INSURANCE CORPORATION as Receiver for Westsaund
Bank ("Seller" or "FDIC") and The Citv of Bremerton
("Purchaser").
WITNESSETH:
In consideration of the mutual covenants and agreements set forth herein, the parties
hereto hereby agree as follows:
Section 1. Sale and Purchase.
Seller hereby agrees to sell, convey and assiga to Purchaser without warranty [except as
set forth in the Deed (hereinafter defined)] and Purchaser hereby agrees to pw�chase and accept
from Seller, for the Purchase Price (hereinafter defined) and on and subject to the terms and
conditions herein set forth:
(a) that certain tract or parcel of land situated in Kitsap County, Bremerton, WA
98337, described in Euhibit "A" attached hereto and incorporated herein for all
purposes, together with all rights aud appurtenances pertaining thereto, including,
but not limited to, any right, title and interest of Seller in and to adjacent streets,
alleys or rights-of-way (the "Land'�; and
(b) all buildings and other improvements situated on the Land, together with all
fixtures and other property attached thereto (hereinafter collectively called the
"Improvements"). The Land and the Improvements are hereinafter collectively
called the "Property".
Section 2. Purchase Price: Earnest Monev.
(a) The purchase price (t6e "Purchase Price'� for which Selter agrees to sell and
convey the Property to Purchaser, and which Purchaser agrees to pay to Seller,
subject to the temis hereof, is the amount of NINE HUNDRED TEN
THOUSAND AND NO/100 DOLLARS ($910,000.00), which shall be paid in
the forro of cash, a cashier's check, or certified funds at Closing (hereinafte� l�
defined). ��
(b) Concurrently with the executi and delivery of this Agr t to Seller by
Purchaser, an eamest m y deposit in the amount of FORTY FIVE
THOUSAND AND FIVE •AND NO/100 DOLLARS (545,500.00) (the "Earnest
Mone}�'), shall be separately delivered by Purchaser to Seller. The Earnest Money
will be in the form of cash, a cashier's check, or certified funds payable to Seller.
Purchase and Sale Agreement — Page i
190 Pacific Ave — 1 /06/l0
FDIC as receiver for Westsound Bank
��
�t/
, ' ,
The Eamest Money wi(1 NOT bear interest at any time. Upon execution of this
Agreement by Purchaser, the Earnest Money shal! be non-refundable. subject only
to the conditions for refund set farth in this Agreement. If the sale hereunder is
consummated in accordance with the terms hereof, the Eamest Money will be
applied against the Purchase Price at Closing. In the event of default hereunder
by Purchaser, the Earnest Money will be applied as provided in Section l 1.
Section 3. Title Commitment; Survev.
• (a) Within fifteen (i5) days after the Effective Date (hereinafter defined in Section
15) of this Agreement, Seller shall deliver or cause to be delivered to Purchaser
the following: [modify terms
(I) commitment for title insurance (the "Title Commitmenf') from Title
Company, addressed to Purchaser, covering the Property and binding the
Title Company to issue to Purchaser at Closing a Washington Standard
Eorm Owner Policy of Title Insurance (the "Title Policy") in the amount
of the Purchase Price, with such Title Commitment setting forth the status
of the title of the Property and showing all liens, claims, encumbrances,
, easements, rights-of-way, encroachments, reservations, restrictions and ,
any other matters of record affecting the Propeny. The Title Commitment
shall provide that the survey exception may be modified in the Title
Policy, at Purchaser's sole cost and expense, to except "shortages in area"
only;
(2) a uue and legible copy of all recorded documents referred to in the Title
Commitment as exceptions to title to the Property; and
(3) Seller's most current and certified boundary survey, if any exists in
Seller's possession, of the Property (the "Survey"), containing the
information and meeting the requirements of the Survey Instructions, if
any, attached hereto as Eachibit "B" and incorporated herein for all
purposes. The legal description of the Property contained in the Survey, if
(A) different from the description contained in Exhibit "A" hereto, and (B}
approved by Setler in writing, may, in Seller's sole discretion, be
substituted for the legal description of the Pmperty contained in
Exhibit "A", and this Agreement shalt be deemed amended thereby,
without the necessity of the parties hereto executing any further
amendment to this Agreement.
(b) Purchaser shall have five (5) days from the receipt of the information referred to
in Section 3.(a) hereof to examine the same and to specify to Seller in writing
those items which Purchaser finds objectionable. If Purchaser does not deliver to
Setler a written notice specifying such items within five (5) days after the receipt
by Purchaser of the information referred to in Section 3.(a) hereof, then all of the
items reflected on the Titte Commitment and the survey shall be dcemed to be
pertnitted exceptions to title of and to the Property ("Pe�nitted Exceptions").
- Purchase and Sale Agreement — Page 2
190 Pacific Ave— 1/Ofi/10
FDIC' as receiver for Wea�.iound Bank
Moreover, (i) all items referenced herein in Section 6.(b)(1)(v) as the standard
printed exceptions to the Title Po(icy, and (ii) any and all titte matter(s) waived or ,
deemed waived by Purchaser pursuant to Section 3.(c)(ii) herein, sha(1 be deemed
Permitted Exceptions.
(c) If Purchaser objects to any item set forth on the Title Commitment and the survey
in the manner required by Section 3.(b) hereof, Seller shall use reasonable efforts
to cure such matters before Clasing, but shall have no obligation to expend any
sums to do 50. In the event Seller is not able or willing to cure such matters prior
to Closing, as it may be extended by Seller in its sole discretion as provided in
Section 6.(a) herein, Purchaser shall have the right to either (i) terminate this
Agreement by written notice thereof to Setler, in which event the Earnest Money
shall be reiutned to Purchaser, and thereafter neither party hereto shall have any
further rights or obligations under this Agreement, or (ii) waive such title matter
or matters and proceed to Closing, without any reduction in the Purchase Price.
If, at any time prior to Closing, Seller notifies Purchaser that it cannot or will not
cure any particular title matter or matters, Purchaser shall have five (5} days from
receipt of such notice to determine whether to terminate this Agreement as set
forth in Section 3.(c)(i) herein, and receive a refund of the Eamest Money (with
NO interest earaed thereon), or waive any such mauer(s) and proceed to Closing.
In the event Purchaser fails to timely deliver the written norice of termination
provided for in Section 3.(c)(i) above, Purchaser shall be deemed to have waived
all such title matters in accordance with Secrion 3.(c)(ii) above for all purposes.
Section 4. Rearesentations and Warranries.
Purchaser and each of the persons executing this Agreement on behalf of Purchaser
hereby represent and wairant to Seller as follows:
(a) If Purchaser executes this Agreement as a corporation, limited liability company,
partnership, or joint venture, (i) Purchaser is a duly authorized and existing (A)
corporation or Iimited liability company, as the case may be, in good standing, (B)
partnership, or (C) joint venture; (ii) Purchaser is qualified to do business in
Washington; (iii) Pwchaser has full r'tght and authority to enter into this
Agreement and to consummate the transaction contemplated herein; (iv) each of
the persons executiag this Agreement on behalf of Purchaser is authorized to do
so; and (v) this Agreement constitutes a valid and legally binding obligarion of
Purchaser, enforceable in accordance with its terms.
(b) The individual representing the Purchaser and signing this Agreement purportedly
on behalf of a corporation, partnership, (imited liability company, joint venture or
tnist will be bound under this Agreement in his or her individual capacity, unless
the individual delivers to Selter, no later than fifteen (15) days prior to Closing,
documentation evidencing the matters set forth in Section 4.(a) above, including,
without iimitation, corporate or pam►ership resolntions authorizing the transaction
contemplated herein.
Purehase and Sale Agreement — Page 3
190 Pacific Ave — 1 /06/10
FDIC as receiver for Westsound Bank
�
(c) There are no material legal or administrative proceedings pending or, to the best
of Purchaser's knowledge, threatened against or affecting Purchaser that would �
.affect Purchaser's right or abiliry to execute this Agreement or close the purchase
of the Property.
(d) In addition to the foregoing, Purchaser shall perform, execute, and deliver or
cause to be perforn�ed, executed, and delivered at Closing or after Closing, any
and all further acts, deeds, and assurances as Seller or the 7"itle Company may
reasonably require to consummate the tcansaction contemplated herein.
Section 5. Furnishing of Information; Feasibilitv Inspection Period: Condition
to ClosiaQ. �
(a) Subject to the provisions of Section 14. hereinbelow, Seller hereby a�rees to
furnish the information described in Section 5.(c) hereinbelow to Purchaser as set
forth therein. At no time shall Purchaser and/or Purchaser's agents, WITHOUT
THE PRIOR WRITTEN APPROVAL OF SELLER, perform any inspection
of the Property prior to the closing of this Agreement concerning this Property.
However, upon Seller's written approval to Purchaser, Seiler agrees to allow
Purchaser and/or Purchaser's agent's reasonable access to the Properly during
regular business hours fmm and after the Effective Date for the sole puipose of
inspecting the Property; provided, however, that the costs and expenses of
Purchaser's inspecrion shall be bome solely by Purchaser. AT NO TIME
SHALL THE PURCHASER AND/OR THE PURCHASER'S AGENT
DURING THEIR APPROVED INSPECTION PERIOD OF THE
PROPERTY�PERFORM ANY SAMPLING. TESTING, OR ANALYSIS
OF ANY MEDIA ON THE PROPERTY.
Purchaser shall, notwithstanding any other provision of this Agreement to the
contrary, remain solely liable for the payment of such inspecdon costs and
expenses. All information furnished by Seller to Purchaser in accordance with
this Section 5. or obtained by Purchaser in the course of its inspection shall be
subject to Section 20. herein.
Purchaser shall and does hereby release, indemnify, and hold Seller harmless, and
Purchaser shall defend Seller (with counsel acceptable to Seller), from and against
any liabilities, claims, demands, or actions incident to, resulting from, or in any
way arising out of any such inspection, investigation, or any entry by or on behalf
of Purchaser onto the Property. The obligations of Purchaser set forth in this
Section 5.(a) shall survive Closing (or, notwithstanding any other provision of this
Agreement to the contrary, the earlier termination hereo� and not be merged
therein.
(b) Purchaser shal! have a period of five (5) days from the Effective Date, expiring at
5:00 P.M. according to the time zone applicable at the Iocation of the Properry,
within which to view the Property (the `'Inspection Period"). If Purchaser
Purchase and Sale Agreement — Page 4
190 Pacific Ave — U06/t0
FDIC as receiver for Westsound Bank
determines, at any time prior to the expiration of tlte [nspection Period, that the
Property is not �t for Purchaser's intended use, then Purchaser may terminate this
Agreement by written notice thereof to Seller within the Inspection Period, in
which event the non-interest bearing Earnest Money shall be returned to
Purchaser, and thereafter neither pazty hereto shall have any further rights or
obligations under this Agreement Purchaser's inspection of the Property may
include, subject, however, to any and all restrictions as set fort6 in Section S.(a)
hereinabove, a determination of whether any Hazardous Materials (hereinatter
defined) or other substances known or suspected to pose a threat to 6ealth or the
environment have been disposed of, or otherwise released, on or to the Property
or whether any Environmental Matters (hereinafter defined) exist on or within any
portion of the Property. If Purchaser does not indicate its disapproval of the
Property by such written notice of termination given to Seller prior to the
expiration of the Inspection Period, the conditions of this Secrion 5. shall be
deemed satisfied. Moreover, Purchaser's failure to so indicate disapproval of the
Property shali, in addition to the provisions of Section 14. hereinbelow, relieve
Seller of any liability to Purchaser as a result of any Environmental Matters or
Hazardous Materials (or both) subsequently discovered on or related to the
Property, and at Closing Purchaser shall accept and assume all liability therefore,
as between Seller and Purchaser, and Purchaser shall perform any remedial
actions, if necessary, to clean up and/or remove such Environmental Matters or
Nazardous Materials (or both), and Purchaser shall and does hereby indemnify
and hold Seller harmless from and against any liabilities, claims, demands, or
actions incident to, resulting from, or in any way arising out of the presence of
any such Environmental Matters or Hazardous Materials (or both). The
obligations of Purchaser under this Section 5.(b) shall survive Closing and not be
merged therein.
. (c) Seller agrees to fumish to Purchaser the following infomtation as soon as
practicable after the Effective Date, but in any event within five (5) days after the
Effective Date:
(1) copies of such operating statements, if any, as Seller possesses reflecting
the gross rental income and operating expenses for the number of months
(not to exceed twelve) preceding the date hereof during which Seller
owned the Property;
(2) copies, if any, of the I,eases (hereinafter defined) and the Service
Contracts (hereinafter defined); and
(3) copies, if any, of such plans, drawings and specifications (including "as
builY' plans and drawings) as Seller possesses with regard to the
Improvements.
(d) Upon satisfaction of the conditions specified in Sections 3.(b) and 3.(c) herein, as
well as this Section 5., without the termination of this Agreement by Purchaser or
Seller, Purchaser shall be deemed obligated to close the transaction set forth in
Purehase and 5ale Agreement — Page 5
190 Pacific Ave— l/06110
FDIC as receiver for Westsound Bank
this Agreement, and the Seiler shall retain the Earnest Money, and Purchaser may
not thereafter terminate this Agreement hereunder. Purchaser agrees that We
Seller shall comply with the pmvisions of this Section 5.(d) without the need for
subsequent approval or authorizarion from Purchaser. �
SecNon 6. Ciosin .
(a) The closing of the sale of the Property by Seller to Purchaser ("Closing") shall
occur within five (5) days, or sooner as may be agreed upon by the parties, of the
expiration of the Inspection Period (the "Closing Date"). The Closing shall occur
in Selier's offices, or in the offices of the Title Company, at Seller's oprion.
Notwithstanding the foregoing, Seller shall have the right, in its sole discretion, to
extend Closing for a period up to "ninety (90) days from the Closing Date, as it
may deem necessary for the resolution of title problems, or if there has occurred
prior to closing a condemnation, taking, fire or other casualty as referred to in
Section 12, whether or not it involves a substantial portion of the Properry.
(b) At the Closing, the following shall occur:
(1) Seller shall deliver or cause to be delivered to Purchaser the following:
(i) evidence satisfactory to the Title Company that the person or
persons executing this Agreement and the closing documents on
behalf of Seller have full right, power and authority to do so;
(ii) a Special Wairanry Deed (or comparable deed form commonly
used in the state where the Property is located) (the "Deed")
su�cient to convey good and indefeasible title, executed and
acknow[edged by Seller and conveying the Property to Purchaser,
subject onIy to the Pernutted Exceptioas and the other matters set �
forth herein;
(iii) a Quitclaim Bill Of Sale conveying to Purchaser all of Seller's
interest, if any, in any furniture, fixtures, equipment and other
personalty located on or about the Properiy;
(iv) an Assignment and Assumption of Leases and Contracts (the
"Assignment and Assumption") assigning and transferring to
Purchaser without wananty by or recourse against Seller, Seller's
interest in and under any and all (A) tenant leases in force on the
Closing Date covering the Property or any portion thereof (the
"Leases"), together with all rentals and other payments arising
therefrom on and after the Closing Date, and (B} contract
agreements in force on the Closing Date with respect to the
operation, maintenance and use of the Property (the "Service
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190 Pacific Ave— I/06/10
FDIC as receiver for Westsound Bank
Contracts"), if any, together with all rights and obligations arising
therefrom on and after the Closing Date;
(v) the T'itle Policy, issued in the full amount of the Purchase Price
(premium cost allocated as provided herein), insuring fee simple
indefeasible title to the Property in Purchaser, subject only to the
Pennitted Exceptions, including, without limitation, the standard
printed exceptions contained in Schedule B thereof; provided
however, (A) t6e standard exception as to restrictive covenants
shall be deleted in its entirety (unless recorded restrictive
covenants are specified as or deemed to be Permitted Exceptions,
in which event the recording information thereof shall be listed
under such exception), (B) the standard exception as to survey may
be timited to "shortages in azea" only, at Purchaser's option and
sole expense, and (C) the standard exception as to rights of parties
� in possession may be limited to rights of tenants in possession as
tenants under any presently effective unrecorded and recorded
leases; provided further, however, delivery of the Title Policy may
be delayed in order to allow the Title Company to insert recording
information as to documents recited therein which must be
recorded at Closing; and
(vi) a Non-Foreign At�idavit stating, under penalty of perjury, that
Seller is not a"foreign person" within the meaning of Sections
1445(�(3) and 7701(a)(30) of the Intemal Revenue Code of 1986,
as amended.
, (2) Purchaser shall deliver or cause to be delivered to Seller the following
funds and documents:
(i) cash, cashier's check or certified funds made payable to the order
of Title Company, at Seller's oprion, in the amount of the Purchase
Price, due credit being given for the non-interest bearing Earnest
Money and ANY SECURITY DEPOSITS ACTUALLY IN THE
POSSESSION OF THE FDIC (hereinafter defined) and retained
by the FDIC in accordance with Section 6.(d) herein, together with
such additional funds as may be necessary to cover Purchaser's
share of the closing costs and proration hereunder; and
(ii) the Assignment and Assumption, executed by Purchaser, whereby
Purchaser assumes all of Seller's rights and obligations under the
Leases and the Service Contracts, if any.
(3) Seller and Purchaser shall execute a tenant norification letter to each
tenant , if aay, of the Property individualty (the "Tenant Notification
Letter"}, and Purchaser, at the Closing, shall cause the Tenant Notification .
Letter to be (i) with respect to tenants from whom the FDIC does not
Purchase and Sale Agreement — Page 7
190 Pacific Ave-1/06/10
FDIC as receiver for Westsound Bank
actually have in its possession a security deposit, as set forth in the Rent
Roll Aft'idavit, (hereinafter defined) required by Section 6.(b)(4) herein,
hand delivered to each tenant or affixed to each tenant's main or front
door, and (ii) with respect to tenants from whom the FDIC does actually
have in its possession a security deposit, as set forth in the Rent Roll
Affidavit, deposited in the United States mail, addressed to each such
tenant, postage prepaid and certified with retum receipt requested. Each
Tenant Notification Letter required by Section 6.(bx3)(ii) herein shall
acknowledge that Purchaser has received and is responsible for such
tenant's security deposit and specify the exact dollar amount thereof.
Within forty-eight (48) hours of delivery of the Tenant Notification
Letters, Purchaser shall provide Seller a copy of each such Tenant
Notification Letter, together with an a�davit referenciag same in form
satisfactory to Seller, stating that Purc6aser has delivered such letters to
each tenant of the Property in accordance with this Agreement.
The provisions of this Section 6.(b)(3) shall survive Closing and not be
merged therein.
(4) Seller shali, if there are any leases, execute a rent roll affidavit (the "Rent
Roll Affidavit") setting forth that, to the best of its knowledge and belief,
the rent roll attached thereto is a true, correct and complete listing of the
Leases, including the premises covered thereby, the date to which rent has
been paid, the name of the tenant, the rental and other charges payable
thereunder, and the amount of each security deposit, if any, actually in the
possession of the FDIC, from each tenant.
(5) Seller and Purchaser sha11 cause to be delivered to the Title Company such
other documents as may be reasonably necessary and appropriate to
complete the Closing of the transaction contemplated herein.
(c) Proration and payment of property taxes shall be as follows:
(1) All ad valorem real estate taxes and assessments levied or assessed against
the Property shall be prorated according to the calendaz year as of the
Closing Date, based on the most recent tax statement(s) available for the
Property, Seller being chazged and credited for same up to such date, and
Purc6aser being charged and credited for same on and after such date
(herein, the "Proration at Closing"). If Seller does not challenge the
assessed value of the Property (or cause such challenge to be made), the
Proration at Closing shall be final and unadjustable. If, however, Seller
dces challenge such assessed value, and such challenge results in a
reduction in the ad valorem taxes actually due aad payable for the
Property for the year of Closing (the "Actual Taxes"), from that reflected
in the Proration at Closing, then Seller shall notify Purchaser of such result
[which notice sha(1 inctude (A) reasonable evidence of such reduction,
Porchase and Sale Agreement — Page 8
190 Pacific Ave — 1/06/10
FDIC as receiver for Westsound Bank
. �
inctuding the fees and expenses incurred by Seller in accomplishing same
(herein, the "costs of the challenge'�, and (B) a calculation prorating the
Actual Taxes as of the Closing Date], and Purchaser shaIl prornptly
[within fifteen (15) days of such noticeJ pay to Seller (i) the difference
between the amount for which Seller was charged and credited under the
Proration at Closing, and the amount to be so charged and credited under
the proration described iu Section 6.(cxl)(B) herein, and (ii) Purchaser's
prorata share of the costs of the challenge.
(2) In the event the Property has been assessed for property tax purposes at
such rates as would result in reassessment (i.e., "roll-back" taxes) based
upon a change in land usage or ownership of the Property, Purchaser
hereby agrees to pay all such taxes, and Purchaser shall and does hereby
indemnify and save Seller harmless from and against all claims and .
liability for such taxes. Such indemnity shall survive Closing and not be
merged therein.
(3) This Section 6.(c) and the obligations of Purchaser hereunder shall survive
Closing and not be merged therein.
(d) All remaining normal and customarily proratable items, including, without
limitation, collected rents and other expenses and fees under the Leases, and
payments relating to the Service Contracts, if any, shall be prorated as of the
Closing Date, Seller being charged and credited for all of same up to such date
and Purchaser being chazged and credited for all of same on and after such date.
Any security deposits actually in the possessioa of the FDIC, as determined by the
FDIC in its sole and absolute discretion, notwithstanding any provisions of the
Lease(s), shall be retained by the FDIC and credited against the Purchase Price.
No proration shall be made in relation to rents not coilected as of the Closing
Date, but Purchaser shall make a good faith attempt to coltect the same for
Seller's benefit after Closing and such collections, if any, shall be remitted to
Seller promptly upon receipt by Purchaser. The provisions af this Section 6.(d)
shalt survive Closing and not be merged therein.
(e) Upon completion of the Closing, Selter shall deliver to Purchaser possession of
the Property free and clear of all tenancies of every kind and parties in possession,
except for tenants entitled to possession under the Leases, and except for the
Service Contracts, if any. Purchaser shall and does hereby indemnify and hold
Seller harmless, and Purchaser shall defend Seller (with counsel acceptable to
Seller), from and against all claims, demands, and actions made or brought by any
tenants under the Leases or by any vendors, suppliers, or trades people providing
goods and services to the Property under the Service Contracts or otherwise. The
obligations of Purchaser set forth in the immediately preceding sentence shall
stuvive Closing and not be merged therein.
Punchase and Sale Agreement — Page 9
190 Pacific Ave-1/06/10
FDIC as receiver for Westsouad Bank
(� (1 } Purchaser shalt pay for the cost of:
(i) recording the Deed; .
(ii) any financing obtained by Purchaser in connection with its
purchase of We Property pursuant hereto;
(iii) any dceumentary stamp taxes, deed taxes, transfer taxes, intangible
taxes, mortgage taxes, or ot6er similar taxes, fees, or assessments;
(iv) services incurred by Purchaser in performing its feasibility study
and related tests and investigations; and
(v) to the extent of one-half (1/2) of said cost, the Title Company's
escrow fee, the Title Commitment, and the Title Policy.
(2) Seller shall pay for the cost of:
(i) preparing the Deed;
(ii) Seller's most recent Survey, if any exists in Seller's possession;
and
(iii) to the extent of one-half (1/2) of said cost, the Title Company's
escrow fee, the Titte Commitment, and the Title Policy.
(3) Each party shall pay its own attomey's fees_
Section 7. Notices.
Any notice provided or required to be given under this Agreement must be in writing and
shall be served (and shall be deemed to have been served) by (i) depositing same in the United
States mail, addressed to the party to be notified, postage prepaid and registered or certified with
return receipt requested; (ii) delivering the same to such party or agent of such party, in person or
by commercial courier; or (iii) depositing the same into the custody of a nationally recognized
overnight delivery service such as Federal Express Corporation, Airbome Express, Emery or
Purolator, addressed to the party Eo be notified. For pwposes of notice, the addresses of the
parties shall be as follows:
If to Seller, to: FEDERAL DEPOSIT INSURANCE CORPORATION, "
as Receiver for WESTSOUND BANK
CB Richard Ellis, Inc.
Attn: Jeff Hackmeyer, Asset Manager
2001 Ross Avenue, Suite 3400
Dallas, TX 75201
Telephone No: (214) 863-3082
Facsimile No: (214) 863-3097
Jef� hackmeyer@cbre.com
1'urchase and Sale Agreement — Page 10
190 Pacific Ave — 1/06/10
FD[C as receiver for Westsound Bank
With copy to: FEDERAL DEPOSIT INSURANCE CORPORATION,
as Receiver for WESTSOUND BANK
1601 Bryan Street, 32" Floor
Dallas, Texas 75201
Attention_ ORE Deparhnent
Telephone No.: (972) 761-8322
With copy to: FDIC Legal Division
16d1 Bryan Street, 15` Floor
Datlas, Texas 75201 '
Attention: Asset Disposition Deparhnent
Telephone No.: (972) 761-8129
IftoPurchaser,to: Attn: Mayor Patty Lent
�ity of Bremerton
,345 Fth .�itYPPr � Giii fiP F00
Bremerton, WA 98337
Telephone No.: 3 6 0- 4 7 3- 5 2 6 6
With copy to:
Telephone No.:
From time to time either party may designate another address for all putposes of this Agreement
by giving the other party no less than ten (10) days advance notice of such change of address in
accordance with the provisions hereof.
Section 8. Commissions.
By separate document, Seller has agreed to pay a real estate commission (the
"Commission") to the real estate agent specified therein (the "Bmker"). However, the
Commission shall be payable at Closing only if and when die transaction contemplated by this
Agreement actually closes and then only as and when Seller receives the Purchase Price. No
Commission shall be paid if the transaction contemplated by this Agreement is not completely
closed in accordance with the tenns hereof. Broker may agree to pay a portion of the
Commission to any other licensed real estate agent, but Seller will bear no liability for payment
to any agent other than Broker. Purchaser represents to Seller that no real estate broker has been
authorized to act on Purchaser's behalf, and Purchaser hereby indemnifies Seller from any claims
which have been or may be asserted against Seller as to brokerage or similar fees wit6 respect to
the Property.
Section 9. Assisns• .
This Agreement shall inure to the benefit of and be binding on the parties hereto and their
respective heirs, legal representatives, successors, and assigns. Notwithstandiag the foregoing,
Purchaser shall not have the right to assign its interest in this Agreement without the prior written
Purchase and Sale Agreement — Page 11
190 Paci6c Ave — I/06/10
FDIC as receiver for Westsound Bank
consent of Seller, which consent wili not be unreasonably withheld, and any such assignment to
which Seller has not so consented shall be null and void and of no force or effect. Purchaser
hereby acknowledges and agrees that any request by Purchaser for Seller's consent to
Purchaser's assignment of its interest in this Agreement, shall be in writing and shall be
delivered to Setter, together with the documentation required by Section 4.(b) herein with regard
to the proposed assignee, no tater than fifteen (15) days prior to Closing. Purchaser hereby
further acknowledges and agrees that any request for Seller's consent to Purchaser's assignment
of its interest in this Agreement which does not strictly conforrn to the requirements contained in
the immediately preceding sentence witl be denied by Selter and any such withholding of such
consent shall not be deemed to be unreasonable. Provided, however, notwithstanding any
language or provision hereof to the contrary, any proposed assignee of Purchaser must have
executed the same Purchaser Eligibility Certificarion form as Purchaser was requ'ued to execute,
and such originai executed Purchaser Eligibiliry Certificarion of the proposed assignee must be
delivered to Seller with the foregoing written request by Purchaser for consent to such
Assignment as a condition precedent for such consent. By accepting any assignment of this
Agreement and executing such Purchaser Eligibility Certification Fom�, such assignee agrees to,
and makes all of, the representarions and warranties contained in Section 19 below.
Section 10. GoverninQ Law.
TffiS AGREEMENT IS BEING EXECUTED AND DELIVERED AND IS
INTENDED TO BE PERFORMED IN THE STATE OF WASHINGTON. THE PARTIES
HERETO WAIVE THE RIGHT TO SUE OR BE SUED ELSEWHERE AND AGREE
AND CONSENT TO THE dURISDICTION OF A COURT OF COMPETEIVT
NRISDICTION HAVING AUTHORITY OVER IQTSAP COUNTY, WASHINGTON,
INCLUDING THE AUTHORIZED REMOVAL FROM STATE COURT TO FEDERAL
COURT. TAE VALIDITY, CONSTRUCTION, ENFORCEMENT, INTERPRETATION,
AND PERFORMANCE OF THIS AGREEMENT SAALL BE GOVERNED BY THE
LAWS OF THE UNITED STATES OF AMERICA, AND TO THE EXTENT THAT
STATE L.AW WOULD APPLY UNDER APPLICABLE FEDERAL LAW, THE LAWS
OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
Section 11. Remedies.
(a) If Purchaser defaults in the performance of its obligations hereunder or refuses or
fails to consummate the purchase of the Property in accordance with this
Agreement for any reason other than termination hereof in accordance with a right
granted to Purchaser hereunder to do so, or breach by 5eller of its obligations
hereunder, then Seller, as its sole and exclusive remedy, shall have the right to
terminate this Agreement by giving Purchaser and the Title Company written
notice thereof, in which event neither party hereto shall have any further rights or
obligations under this Agreement except that Seller shall be entitled to retain the
non-interest bearing Earnest Money as liquidated damages. Seller and Purchaser
hereby acknowiedge that the amount of just compensation for the harm that would
be caused by and from a breach of or default in performance of this Agreement by
Purchaser cannot be accurately estimated or ascertained or would be very difficult
or impossible to accurately estimate or ascertain, and that the Earnest Money
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190 Pacific Ave —1/06/10
FDIC as receiver for Westsound Bank
amount is a reasonabie forecast of just compensation to the Seller that would be
caused by such breach or default. Notwithstanding the foregoing, in the event of
any other defautt by Purchaser under this Agreemeat, Seller shall have any and all
rights and remedies available at law or in equity by reason of such default.
(b) [f Purchaser terminates this Agreement pursuant to and in accordance with a right
granted to Purchaser hereunder to do so, absent Seller default, then neit6er party
hereto shall have any further rights or obligations under this Agreement, and the
non-interest bearing Earnest Money shall be returned to Purchaser.
(c) If Seller fails to perform its obligations hereunder or refuses or fails to
consummate the sale of the Property in accorda.nce with this Agreement for any
reason other than termination hereof in accordance with a right granted to Seller
hereunder to do so, or breach by Putchaset of its obligations hereunder, then
Purchaser, as its sole and exclusive remedy, shatl have the right to terminate this
Agreement by giving Seller written notice thereof, and thereafter neither party
hereto shall have any further rights or obligations under this Agreement except
that the non-interest bearing Earnest Money shall be retumed to Purchaser by the
Se(ler, and, subject to (1) Purchaser's compliance with Sections 5.(axi) and (ii)
hereinabove, and (2) Purchaser's submission to Seller, within sixty (60) days of
ternunation of this Agreement pursuant to this Section 11.(c), of paid invoices (so
marked) evidencing such compliance, Seller shall reimburse Purchaser for its
documented reasonable out-of-pocket expenses incwred in connection with this
transaction prior to such default up to the maximum amount of ONE
THOUSAND AND NO/100 DOLLARS ($1,000.00). In no event shall Seller be
liable to Purchaser for any other actual, punitive, specularive, or consequential
damages, nor shall Purchaser be entitled to bring a claim to enforce specific
performance of this Agreement. Moreover, if Seller is in default of Seller's
obligations hereunder and Purchaser fails to exercise its right to terminate this
Agreement pursuant to this Secrion 11.(b) on or prior to the Closing Date [as
Closing may be extended by Seller pursuant to Section 6.(a) herein], then tlus
Agreement shall expire by its own terms on the day following the Closing Date
[as Closing may be extended by Seller pursuant to Section 6.(a) herein], and
thereafter neither party hereto shall have any further rights or obligations under
this Agc�eement except that Purchaser shall have the right to the return of the non-
interest bearing Earnest Money from the Seller, and, reimbursement by Setler of
any documented out-of-pocket expenses incurred by Purchaser in this transaction,
not to exceed ONE THOUSAND AND NO/100 DOLLARS ($1,000.00)_
Section 12. Con@emnation/Casualtv.
(a) In the event that all or a substantial portion of the Property is condemned or taken
by eminent domain prior to Closing, Purchaser may, at its option, either (i)
terminate this Agreement by written notice thereof to Seller within ten (10) days
after Seller notifies Purchaser of the condemnation or taking, and receive the
immediate retum of the non-interest bearing Earnest Money, and thereafter
neither party hereto shall have any further rights or obligations under this
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190 Pacific Ave — 1/06l10
FDIC as receiver for Westsound Bank
Agreement; or (ii) proceed to close the transaction contemplated herein in
� accordance with the terms hereof, in which event Seller shall (A) deliver to
Purchaser at Closing any proceeds then actually received by Seller attributable to
the Property from such condemnation or eminent domain proceeding, and (B),
without any warranty or representation of recovery, assign to Purchaser at Closing
any then remaining claim Seller may have to any condemnation or eminent
domain award amibutable to the Property, and in either event there shall be no
reducrion in the Purchase Price. In the event Purchaser fails to timely deliver
written notice of termination as described in Section 12.(axi) above, Purchaser
shall be deemed to have elected to proceed in accordance with Secrion 12.(a)(ii)
above. In no event shall any such condemnation or taking give rise to a claim by
Purchaser against Seller for breach of this Agreement_
(b) In the event that all or a substantial portion of the Property shall be damaged or
destroyed by fire or other casualry prior to Closing, on the Buyer's request, Seller
will immediately provide Buyer with a copy of all insurance policies covering the
Property, and Purchaser may, at its oprion, either (i) terminate this Agreement by
written notice thereof to Seller within ten (10) days after Seller notifies Purchaser
of the casualty and receive the immediate return of the non-interest bearing
Earnest Money, and thereafter neither party hereto shall have any further rights or
obligations under this Agreement; or (ii) proceed to close the transaction
contemplated herein in accordance with the terms hereof, in which event Seller
shall (A) deliver to Purchaser at Closing any insurance proceeds then actually
. received by Seller attributable to the Property from such casualty, and (B),
without any warranty or representation of recovery, assign to Purchaser at closing
any then remaining claim Seller may have to any recovery from any insurance,
and in any event under this Section 12(b)(ii) there shall be no reduction to the
Purchase Price. In the event Purchaser fails to timely deliver written notice of
terroination as described in Section 12.(b)(i) above, Purchaser shall be deemed to
have elected to proceed in accordance with Section 12.(b)(ii) above. In no event
sha[1 any such fire or casualty give rise to a claim by Purchaser against Seller for
breach of this Agreement.
(c) For the purposes of Sections 12.(a) and 12.(b) herein, a"substantial portion" of
the Property shall be deemed to include any condemnarion, taking, fire or other or
casualty loss which damages the Property to the extent of at least twenry percent
(20%) of the purchase price of the Property provided for in Section 2.(a) (and
shall not include any condemnation, taking, fire or other casualty toss of less than
such am�unt), or which materially interferes with direct access to and from the
Properry to any public street.
(d) Notwithstanding anything to the contrary contained in said Sections l2.(a), 12.(b),
and 12.(c), in the event the proceeds payable with respect to the Pmperly as a
result of any condemnation, taking, fire or other casualty are estimated by Seller
in its sole judgment to exceed the amount of the Purchase Price, Seller shall have
the right to terminate this Agreement by delivering written notice thereof to
Purchaser within thirty (30) days after Seller becomes aware of the proceeds
Purchase and Sale Agreement — Page 14
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FDIC as receiver for Wesisound Bank
payable with respect to any such taking or casualty, and in such event, neither
party hereto shall have any further rights or obligations under this Agreement
except that the non-interest bearing Eamest Money shall be retumed to Purchaser
by the Seller, and, subject to Pucchaser's submission to Seller, within sixty (60)
days of such termination of this Agreement pursuant to t6is Section 12.(d), of paid
invoices (so marked) therefore, Seller shall reimburse Purchaser for its
documented reasonable out-of-pocket expenses incurred in connection with this
hansaction prior to such teimination up to khe maximum amount of ONE
THOUSAND AND NO/l0U DOLLARS ($I,000.00).
(e) in the event that any condemnation, taking, fire or other casualty loss is less than
a substantial portion of the Property, Purchaser shal! be obligated to proceed with
Closing, in which event Seller shall (i) with regazd to any such condemnation or
taking, (A) detiver to Purchaser at Closing any proceeds actually received by
Seller attributable to the Property from such condemnation or taking, and (B),
without any warranty or representation of recovery, assign to Purchaser at Closing
any remaiaing right Seller may have to such proceeds, or (ii) with regard to any
such fire or other casuatty loss, (A) deliver to Purchaser at Closing any proceeds
actually received by Seller attributable to the Property &om such fire or ot6er
casualty loss, and (B), without any warranty or representation of recovery, assign
to Purchaser at closing any then remaining claim Seller may have to any recovery
from any insurance, and in any event under this Section 12(e), there shall be no
reduction in the Purchase Price. In no event shall any such condemnation, taking,
fire or other casuatty loss give rise to a claim by Purchaser against Seller for
breach of this Agreement.
( fl In the event the Ptoperty is damaged prior to Closing aad such damage creates an
emergency requiring immediate repair (prior to Purchaser's election under
Section 12.) in order to prevent further damage to the Property, Seller may cause
such repair(s) to be made in a timely manner, and any condemnation, taking,
casualty, fire or other proceeds paid as a result of such damage shall be used in
paying the cost of such repair.
(g) Risk of loss or damage to the Property, or any part thereof, by fire or other
casualty up untii Closing shall be bome by Seller and thereafter by Purchaser.
Section 13. Entire Asreement: Interaretation; Severabilitw Attornev's Fees;
Counteroart; Memorandum of A�reement: Time is of the Essence
(a) This Agreement is the entire agreement between Seller and Purchaser concerning
the sale of the Property and supersedes all prior agreements and understandings, if
any, with regard t6ereto, and no modification hereof or subsequent agreement
relative to the subject matter hereof shall be binding on either party unless
reduced to writing and signed by the party to be bound
(b) The parties acknowledge that each party and its counsel have reviewed this
Agreement, and the parties hereby agree that the normal rule of construction to
Purchase and Sale Agreement - Page l5
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FDIC as receiver for Westsound 8ank
the effect t6at any atnbiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement or any amendments or
exhibits hereto.
(c) In case any one or more of the pcovisions contained in this Agreemeat shall for
any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegatity, or unenforceability shall not af�ect any other provisions
hereof, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provisions had never been contained herein.
(d) Should eittier party employ an attomey or attorneys to enforce any of the
provisions hereof, or to recover damages for the breach of this Agreement, the
prevailing party in any final judgment after appeal, if any, shall be entitled to
recover from the other party (or parties) all reasonable costs, charges, and
expenses, including, without limitation, attotney's fees expended or incurred in
connection therewith; provided, however, that Seller's liability, if any, for court
costs and attorney's fees, shall be determined in accordance with the Equat
Access to Justice Act, 28 U.S.C. § 2412, as amended, to the extent applicable, as
� well as any other applicable federal law.
(e) This Agreement may be executed in any number of identical counterparts. If so
executed, each of such counterparts is to be deemed an original for all purposes,
and all such counterparts shall collectively constitute one agreement.
(� In no event shall this Agreement or any memorandum hereof be recorded in the
public records of the place in which the Property is situated, and any such
recordation or attempted recordation shall constittrte a breach of this Agreement
by the party responsible for such recordation or attempted recordation. If Buyer
records this Agreement or a memorandum or norice thereof, such act may
constitute a ground for termination by Seller by reason of such breach, and further
Seller may record a notice of such termination which shall prevail in all respects
over the Purchaser's recordation for all purposes.
(g) Time is of the essence in the performance of each party's obligations hereunder.
Section 14. Disclaimer; Waiver/Release oi Claims.
(a) For the purposes of this Agreement, the following terms shalI have the definitions
indicated:
(1) "Environmental Law" shall mean any federal, state, or local laws,
ordinances, permits, or regulations, or any common law, regazding health,
safety, radioactive materials, or the environment, (i) including, but not
limited to, the following federal statutes: Clean Air Act (42 U_S_C. § 7401
et se�c .) ("CAA"), Clean Water Act and Federal Water Pollution Control
Act (33 U.S.C. § 1251 et seg.) ("CWA"P'FWPCA"), Solid Waste Disposal
Act and Resource Conservation and Recovery Act (42 U.S.C. § 6901 et
Purchase and 3ale Agreement — Page 15
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EDIC as receiver for Westsound Bank
se .) ("SWDA"P'RCRA"), Comprehensive Environmental Response,
Compensation, and Liabitity Act (42 U.S.C. § 9601 et seq.) ("CERCLA"),
Emergency Planning and Community Rig6t-to-Know Act (42 U.S.C.
§ 11001 et seg.) ("EPCRA"), Safe Drinking Water Act (42 U.S.C. § 300f
et �.) ("SDWA"), Toxic Substances Control Act ( I S U.S.C. § 2601 et
se�c .) ("TSCA"), Endangered Species Act of 1973 (16 U.S.C. § 1531 et
se�c .) ("ESA"), Federal Insecticide, Fungicide and Rodenticide Act (7
U.S.C. § 136 et se�c .) ("FIFRA"), and the Occupational Safety and Health
Act (29 U.S.C. § 651 et seg.) ("OSHA"); and (ii) including, but not limited
to, all of the environmental and public health and safety statutes of the
state in which the property is located, each as amended, and (iii) any
federal or state (in which the property is located) regulations promulgated
thereunder, guidances and directives issued with respect thereto, or
policies adopted by authority thereunder, with respect to any
Environmental Law.
(2) "Release" shall mean the discharge, disposal, deposit, injection, dumping,
spilling, teaking, leaching, placing, presence, pumping, pouring, emitting,
emptying, escaping, or other release of any Hazardous Material.
(3) "Hazardous Material" shall mean: {i) any radioactive materials; (ii) any
substance or material the transportation, storage, treatment, handling, use,
removat, or Release of which is subject to any Environmeatal Law; or (iii)
any substance or material for which standards of conduct are imposed
under any Environmental Law. Without limiting the generality of the
foregoing, "Hazardous Materials" shall include: asbestos and
asbestos-containing materials (whether or not friable); urea-formaldehyde
in any of its forms; polychlorinated biphenyls; oil; used oil; petroleum
products and their by-products; lead based paint; ndon; and any
substances defined as "hazardous waste", "hazazdous substances",
"pollutants or contaminants", "toxic substances", "ha7ardous chemical",
"hazardous air pollutants", or "toxic chemical" under the CAA,
CWA/FWPCA, SWDA/RCRA, CERCLA, EPCRA, SDWA, TSCA, or
OSHA or any other applicable state or federal Environmental Law.
(4) "Environmental Matter" shall mean any of the following: (i) the Release
of any Hazardous Material on or at the Property or any other property;
(ii) the migration of any Hazazdous Material onto or from the Property;
(iii) the environmental, health, or safety aspects of the transportation,
storage, treatment, handling, use, or Release, whether any of the foregoing
occurs on or off the Properiy, of Hazardous Materials in connection with
the operations or past operations of the Property; (iv) the violation, or
alleged violation, of any Environmental Law, order, permit, or license of
� or from any govemmental authority, agency, or court relating to
environmental, health, or safety matters; (v) the presence of any
underground storage tanks ["UST(s)"J within the confines of the Property;
(vi) the presence of wetlands within the confines of the Property; (vii) the
Purchase and 3ale Agreement — Page 17
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FDIC as receiver for Westsound Bank
presence of any endangered species on, in, or around the Property; or
(viii) the characterization of the Property as historical in nature in any
way.
(5) "Released Parties" shall mean, collectively, all of the following (to the
extent applicable):
(i) The failed financial institution(s) through which Seller or its
predecessor acquired its interest in the Property (the "Failed
Financial Institution"};
(ii) The Federa.l Deposit Insurance Corporation in any and all of its
various capaciries; and
(iii) Seller and all oF the directors, officers, employees, agents,
contractors, representatives, successors, and assigns of Seller and
of each of the parties referenced above in this Section 14.(a)(5).
(b} PURCHASER ACKNOWLEDGES THAT SELLER HAS ACQUIRED THE
PROPERTY AS A RESULT OF THE FAILURE OF A FAILED
FINANCIAL INSTITUTION, AND THAT SELLER HAS LIMITED
KNOWLEDCE OF THE CONDITION OF THE PROPERTY AND THE
SURROUNDING AREAS. PURCHASER ACKNOWLEDGES AND
AGREES THAT PURCHASER IS PURCHASING THE PROPERTY
"AS-1S", "WHERE-IS", AND "WITH ALL FAULTS" AS OF THE DATE
HEREOF AND AS OF THE CLOSING DATE, AND PURCHASER
FURTHER ACKNOWLEDGES, AGREES TO, AND ACCEPTS THAT
SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND AGL EXPRESS
OR IMPLIED WARRAN'T�S CONCEItNING THE CONDITION OF THE
PROPERTY AND ANY PORTIONS TAEREOF, INCLUDING, BUT NOT
LIMITED TO, THE 1MPLIED WARRANTIES OF HABITABILITY,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT
SELLER HAS NO DUTY OR OBLIGATION TO DISCLOSE TO
PURCHASER ANY DOCUMENT, FACT, CONDITION, OR
INFORMATION, CONCERNING, RELATING, OR ARISING FROM THE
PROPERTY IN ANY MANNER, AND THAT NO DISCLOSURE OR
FAILURE TO DISCLOSE ANY DOCUMENT, FACT, OR ,
INFORMATION SHALL FORM IN WHOLE OR IN PART THE BASIS
OF ANY LIABILITY OF SELLER TO PURCHASER PURCHASER
FURTHER ACIflYOWLEDGES AND AGREES THAT IT WILL INSPECT
THE PROPERTY, AND PURCHASER WILL RELY SOLELY ON ITS
OWN INVESTIGATION OF THE PROPERTY IN ITS ACQUISITION
THEREOF. SELLER SHALL HAVE NO OBLIGATION HEREUNDER
TO ALTER, REPAIR, OR IMPROVE THE PROPERTY.
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FDIC as receiver for Westsound Bank
(c) WITHOUT LIMITI]VG THE GENERALITY OF THE FOREGOING,
PURCHASER ACKNOWLEDGE5 AND AGREES THAT PURCHASER
WILL NOT RELY UPON ANY (1) REPRESENTATIONS OR
WARRANTIES (ORAL OR WRITTEN) MADE BY OR PURPORTEDLY
ON BEHALF OF SELLER UNLESS EXPRESSLY SET FORTH IN THIS
AGREEMENT, OR (2) DOCUMENTS OR OTHER [NFORMATION
(ORAL OR WRITTEI� SiIPPLIED BY OR PURPORTEDLY ON BEHALF
OF SELLER, INCLUDING BUT NOT LIMITED TO, AS REFERRED TO
IN EXHIBIT "F" ATTACHED HERETO AND �iCORPORATED
HEREIN. PURCHASER FURTHER ACKNOWLEDGES AND AGREES
THAT ANY DOCUMENTS OR INFORMATION PROVIDED TO
PURCHASER BY SELLER OR ON SELLER'S BEHALF HAVE BEEN
OBTAINED FROM A VARIETY OF SOURCES, AND HAVE NOT BEEN
INDEPENDENTLY INYESTIGATED OR VERIF[ED BY SELLER IN
ANY EVENT, ANY SUCH DOCUMENTS OR INFORMATION ARE NOT
BEING RELIED UPON BY PURCHASER IN ENTERING INTO THIS
AGREEMENT OR PURCHASING THE PROPERTY. SELLER MAKES
NO EXPRESS REPRESENTATIONS OR WARRANTIES, AND
DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, CONCERNING
TIiE CONTENT, TRUTH, ACCURACY, OR COMPLETENESS OF ANY
DOCUMENTS OR INFORMATION SUPPLIED TO PURCHASER BY
SELLER OR ANYONE ACTING OR PURPORTING TO ACT ON
SELLER'S BEHALF, OR TO THE SELECTION THEREOF TO THE
EXCLUSION OF ANY DOCUMENTS OR INFORMATION.
(d) SELLER MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, CONCERNING ANY MATTERS
CONCERNING, RELATING TO, ARISING FROM OR INVOLVING THE
PROPERTY IN ANY MANNER, EXCEPT TO THE EXTENT
EXPRESSLY PROVmED IN THIS AGREEMENT. WITHOUT
LIMITING THE GENERALIT'Y OF TEIE FOREGO�TG, SELLER
HEREBY AFFIRMATIVELY DISCLAIMS ANY EXPRESS OR IMPLIED
REPRESENTATIONS OR WARRANTIES CONCERNING ANY OF THE
FOLLOWING MATTERS:
(1) EXCEPT AS EXPRESSLY SET FORTH IN THE DEED TO BE
DELIVERED BY SELLER TO PURCHASER AT CLOSING, ANY
MATTERS AF'FECTING TITLE TO THE PROPERTY;
(2) THE PERMITTED USES UNDER, OR THE COMPLIANCE OF
THE PROPERTY OR ANY PORTION THEREOF WITH, ANY
AND ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS,
ORDINANCES, PERMITS, RULES, REGULATIONS, OR
REQUIREMENTS, INCLUDING, BUT NOT LIMITED TO,
ENVIRONMENTAL LAWS;
Purchase and Sale Agreement — Page 19
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FD1C as receiver for Westsound Bank
(3) THE SUITABILITY OR APPROPRIATENESS OF THE
PROPERTY OR ANY PORTION THEREOF FOR FUTURE
DEYELOPMENT OR REIVOVATION OR FOR THE CONDUCT
OF ANY USES OR ACTMTIE5 THAT PURCHASER MAY
ELECT TO CONDUCT THEREON;
(4) THE CONDITION OF THE PROPERTY OR ANY PORTION
THEREOF;
(5) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, OR
PHYSICAL CONDITION OF ANY UTILITIES SERVING THE
• PROPERTY; AND
(6) THE PRESENCE OR ABSENCE OF ANY ENVIRONMENTAL
MATTERS.
(e) PURCHASER, FOR ITSELF AND ITS HEIRS, SUCCESSORS, AND
ASSIGNS AND ANYONE ELSE CLAIMING BY, THROUGH, OR UNDER
PURCHASER, I�REBY EXPRESSLY (i) WAIVES THE CLAIMS AND
CAUSES OF ACT[ON DESCRIBED BELOW IN THIS SECTION 14.(e)
(WHETHER OR NOT SUCH CLAIMS OR CAUSES OF ACTION ARE
KNOWN OR DISCOVERABLE AS OF THE DATE HEREO�, AND (ii)
RELEASES SELLER AND ALL RELEASED PARTIES, JOINTLY AND
SEVERALLY, FROM ANY AND ALL LIABILITY BASED IN WHOLE
OR IN PART UPON ANY SUCH CLAIMS OR CAUSES OF ACTION:
(1) CLAIMS OR CAUSES OF ACTION BASED UPON ANY OF THE
MATTERS SET FORTH IN SECTIONS 14.(a), (b), (c), and (d)
HEREIN; AND
(2) NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT, CLAIMS OR CAUSES OF ACTION BASED UPON
ANY ACTUAL OR ALLEGED FAILURE BY SELLER TO
SATISFY A DUTY TO DISCLOSE INFORMATION TO
PURCHASER CONCERNING THE PROPERTY, INCLUDING,
BUT NOT LIMITED TO, INFORMATION CUNCEItNING THE
PRESENCE OF ANY PATENT OR LATENT DEFECTS,
DEFICIENCIES IN OR AFFECTING THE PROPERTY, OR THE
PRESENCE OF ANY PATENT, LATENT OR OTHER
ENVIRONMENTAL MATTERS.
(� Notwithstanding the intent of the parties hereto that the waiver and retease
provisions contained in Section 14.(e) herein bar all claims and causes of action
by Purchaser and Purchaser's heirs, successors, and assigns and anyone else
claiming by, through, or under Purchaser, should a couri of competent jurisdiction
deem otherwise, Purc6aser hereby agrees tt►at the presence of the waiver aud
release provisions in said Section 14.(e) should serve as the overwhelming,
Purchase and Sale Agreement — Page 20
190 Pacific Ave — 1/06110
FD[C as receiver for Westsound Bank
primary factor in any equitable apportionment of response costs under applicable
federal, state, or local laws, ordinances, or regulations.
(g) PURCHASER SHALL AND DOES HEREBY INDEMN[FY AND HOLD
SELT.ER A1�iD ALL RELEASED PARTIES HARMLESS, JOINTLY AND
SEVERALLY, FROM AND AGAINST ALL CLAIMS, DEMANDS,
LIABILITIES, DAMAGES, LOSSES, AND EXPENSES (INCLUDING
CLEANUP OR RE1I�DIATION COSTS, DEFICIENC[ES, INTEREST,
FINES, PENALTIE5, COURT COSTS, AND CONSULTANTS' AND
ATTORNEYS' FEES AND DISBURSEMENTS) THAT SELLER OR ANY
RELEASED PARTY SUFFERS, INCURS, OR MAY POTENTIALLY
SUFFER OR INCUR, AS A RESULT OF ANY CLAIMS OR CAUSES OF
ACTION MADE OR BROUGHT BY ANY PARTY OTHER THAN
PURCHASER (INCLUDING, WITHOUT LIMITATION, ANY
GOVERNMENTAL OR QUASI-GOVERNMENTAL AGENCY,
INSTRUMENTALITY, OR AUTHORITY, OR ONE OR MORE PRIVATE
PARTIES) ON THE BASIS OF ANY OF THE MATTERS SET FORTH IN
SECT'IONS 14.(a), (b), (c), (d), AND (e) HEREIN, AND INCLUDING THE
NEGLIGENCE OR GROSS NEGLIGENCE OF SELLER OR ANY
RELEASED PARTY.
(h) Purchaser acknowledges and agrees that the waiver and release provisions
contained in Section 14.(e) herein and the indemnification and hold harmless
provisions contained in Section 14.(g) herein were each an essential component of
the consideration for the sale of the Property.
(i) Purchaser acknowledges and agrees that Purchaser's sole recourse for claims or
causes of action of the nature described in Secrion 14.(e) herein shall be W parties
other than Seller and all Released Parties ("Other Parties"), and that economic
recovery may not be possible against some or all of the Other Parties.
(j) EACH OF THE PROVISIONS OF THIS SECTION 14. SHALL SURVIVE
CLOSING AND THE EXECUTION AND DELIVERY OF THE DEED BY
SELLER AND SHALL NOT BE MERGED THEREIN.
Section 15. Offer Onlv; Effective Date.
This Agreement, until fully executed, is only an offer of the party first executing the
same. Subject to the provisions of Section l6. herein, the date of execution of this Agreement by
the tatter of Purchaser or Seller shall be the "Ef�ective Date" hereof for all purposes. All
references herein to the date of this Agreement shall mean the Effective Date. Unless a fuily
executed counteipart of this Agreement, together with the Earnest Money, is deposited with the
Seller within forty-eight (48) hours after the Effective Date, this Agreement shall be null and
void and neither Purchaser nor Seller shall have any fiuther rights or obligarions under the
Agreement.
Purchase utd Sale Agrccment — Page 21
190 Pacific Ave — 1/06/10
FDIC as receiver fot Westsound Bank
Section 16. Conditioned Upon Committee Aanroval.
Seller's acceptance of this Agreement and obligations hereunder, are expressty subject to
and conditioned upon the approval hereof by Seller and its appropriate review committee. In the
event that the Se}ler and its appropriate review committee does not accept and approve this
Agreement, including considering guidetines used to faciiitate the sale of property owned by
Seller, as amended from time to time, this Agreement shall be null and void and the non-interest
bearing Earnest Money shall be returnecf to Purchaser, and thereafler neither Purchaser nor Seller
shall have any further rights or obligations under this Agreement.
Section 17. Prosaective Lease(s): Reimbursement Period.
(a) Purchaser and Seller hereby acknowledge and agree that it is beneficial to the
Property and to the parties hereto for Seller to enter into leases covering the
Property or any portion thereof ("Prospective Lease") during the period &om and
after the Effective Date and prior to Closing (the "Reimbursement Period").
(b) During the Reimbursement Period, if Seller submits (in accordance with the
norice provisions of Section 7. herein) a Prospective Lease to Pwchaser,
Purchaser shall have five (5) business days from Purchaser's receipt thereof to
notify Seller in writing (and in accordance with said Secrion 7.) of Purchaser's
decision not to become obligated for the costs of such Prospective Lease as
described in Section 17.(c) hereinbelow. Purchaser's failure to so notify Seller
shall be deemed to be the decision of Purchaser to obligate itself for the costs of
such Prospective Lease as set forth in Section 17.(c) herein.
(c) Unless Purchaser notifies Seller in accordance with Section 17.(b) herein of
Purchaser's decision not to become obligated for the costs of a Prospective Lease
[submitted to Purchaser in accordance with said Section 17_(b)], Purchaser shall
reimburse Seller in cash at Closing for all costs expended or incurred by Seller
under that Prospective Lease during the Reimbursement Period, such costs to
include, without implied limitation, real estate commissions or fees, tenant finish
out costs, and moving or relocation expenses. To the extent that Seller has n�t
actually expended such sums during the Reimbursement Period, Purchaser shall
expressly assume the payment thereof at Closing in accordance with Section
6.(b)(2)(ii) hereinabove.
(d) Notwithstanding the foregoing provisions of this Section 17., and prior to the
expiration of the Inspection Period, Seller may enter into such Prospective
Lease(s) as it may elect in its sole discretion, (i) without submitting such
Prospective Lease(s) to Purchaser as set forth in Section 17.(b) hereinabove, or
(ii) notwithstanding Purchaser's decision not to be obtigated for the costs of such
Prospective Lease(s) as set forth in said Section 17(b). In either of such events set
forth in this Section l7.(d), Purchaser shall not be obligated for the costs of such
Prospective Lease(s).
Purchase and Sale Agteement — Page 22
190 Pacific Ave— 1/06/10
FDIC as receiver for Westsound Bank
(e) This Section 17. shall not apply to multifamily residential or mini-warehouse
properties which shall continue to be leased by Seller during the term of this
Abreement in the ordinary course of Seller's business.
Section 18. Prohibited Purchaser.
Purchaser hereby acknowledges that certain persons are prohibited from purchasing
assets from Seller. Purchaser hereby furlher acknowledges that under certain circumstances,
Seller wilt not sell assets to ce�tain persons. Accordingly, prior to or contemporaneously with
the execution of this Agreement, Purchaser [if an individual, or a principal of Purchaser] must
have completed and executed the Purchaser Eligibility Certification attached hereto as Exhibit
`'G" and incorporated herein for all purposes (the `'Purchaser Eligibility Certification").
Purchaser hereby represents and warrants to Seller that the Purchaser Eligibility Certification is
true and correct, and Purchaser hereby further acknowledges that Seller is relying on the truth
and accuracy of the Purchaser Etigibility Certification.
Section l9. Confidentialitv.
Purchaser hereby acknowledges that it has received or may receive certain information
from Sellec for use in evaluating the Property. Accordingly, prior to or contemporaneously with
its execution of this Agreement, at the sole discretion of the Seller, Purchaser is required to
execute and deliver to Seller the Confidentiality Agreement attached hereto as Exhibit `'H" and
inco�porated herein for all purposes (the "Confidentiality Agreement"). Any breach of the
Confidentiality Agreement by Purchaser shall be a default under this Agreement, including but
not limited to, as provided for in Section 11.(a) herein.
(SIGNATURE PAGES TO FOLLOW]
Purchase and Sale Agreement — Page Z3 .
190 Pacific Avr— 1�06J10
FDIC as recerver (or Westsound Bank
IN W[TNESS WHEREOF, the parties have executed this Purchase and Sale Agreement
to be effective as of the Effective Date.
SELLER: '
FEDERAL DEPO IT INSURANCE CORPORATION
as Receiver for STSO ANK
��
Typed Name• �
�
Title: �4--
Attorney act
Date: //� ��/D
Taz I.D. No.
PURCHASER:
By:
Typed Name• Patty Lent
Title: Mayor, City of Bremerton
Date: January 7, 2010
Tax I.D. No. 91- 6 0 012 31
5:�281DOCSKV',nerk ORE Co�tr�cMGs�erk hrchw �W S�le Atreemnt (en4wmeud x wn f50�,9pB) (14Z7-09}d�c
Purchase and Sale Agreement - Page 24
190 Pacific Ave - I/06/10
FDiC as receiver far Westsound Bank
EXHIBIT KA"
�c,� oESC�oM:
L07'S 3 TNROU6H 7, BLOCK 9, TOWN OF BREMERTON, ACCORDING TO 1?�E PLAT RECORpED IN Vp1.UME 2 OF
PlATS, PAGE 30, RKORDS OF IQfSAP COUMY, WASFIINGTON;
EXCEPT THA7 PORTION CONVEYED TO STATE OF WASMlNGTON, DEPARTMENT OF TRANSPORTATI�N BY DffA
RECORpED APRtL 20, 2D06 UNDER RECARDING NO. 2006042pp285.
EXHIBITS
EXHIBIT "B"
INTENTIONALtY DELETED
EXHIBITS
EXHIBIT "C"
Furnished Documents
Seller has possession of documents thai may concern the Property (as defined in the
Agreement). Certain documents containing information about the Property are identified in the
List of Furnished documents (Schedule "A'�. These documents will be provided for review by
Purchaser pursuant to the executed Confidentiality Agreement (Exhibit "E"), which is referenced
by, and incorporated within, the Purchase and Sale Agreement.
Without limiting any provision contained�in the Purchase and Sale Agreement, Purchaser
acknowledges and agrees that the information provided hereunder may not be accurate or
complete, and Seller does not intend for Purchaser to rely upon such information. To that end,
Purchaser hereby further aclmowledges and agrees that it has not, and will not, rely upon such
informarion in entering into the Agreement or in purchasing the Praperty. Purchaser hereby
further acknowledges that it will have, or has had, the opportunity to independently inspect the
Property and will rely solely upon its own inspection of the Ptoperty in its purchase thereof.
PURCHASER:
B --�
Typed Name Pat y Lent
Title: Mayor, City of Bremerton
Date: JanuarY 7, 2 010
EXHIB ITS
EXHIBIT "D"
Purchaser EG�ibiliri Certi6cati�n ("PEC"1
EXHIBITS �
OMB Number: 3064-0135
Expiration Date: 05/31/2012 �
Appendix 2
PURCHASER ELIGIBILITY CERTIFICATION
The purpose of the Purchaser Eligibility Certification is to identify Prospective
Purchasers who are not eligible to purchase assets of failed financial institutions from the Federal
Deposit Insurance Corporation under the laws, regulations and policies governing such sales.
Completion of the Purchaser Eligibility Certification, without modification, is a prerequisite to
any such purchase.
DEFINITIONS
Affiliated Business Entitv. An Affiliated Business Earity of a Prospective Purchaser
means its spouse, dependent child or any member of its household; or any entity that directly or
indirectly is under the control of the Prospecrive Purchaser, controls the Prospective Purchaser or
is under common control with the Prospective Purchaser.
Associated Person. An Associated Person of a Prospective Purchaser who is an
individual is (1) the Prospective Purchaser's spouse or dependent child or any member of the
household, (2) a partriership in which the Prospective Purchaser is or was a general or limited
partner, or (3) a corporation of which the Prospective Purchaser is or was an o�cer or director.
An Associated Person of a Prospecrive Putchaser that is an entity is (1) any individual or entity
that, acting individually or in concert with one or more individuals or entities, owns or controls
25 percent or more of the Prospective Purchaser; or (2) a managing or general partner of the
Prospective Purchaser.
Contractor. A Contractor is any individual or entity that has submitted an offer to the
FDIC to perform services or has a contractual arrangement with the FDIC to perform services.
Delinquent Obli ag t�. A Delinquent Obligation is any debt or duty to pay money to the
FDIC in excess of $50,000 (in the aggregate for all such debts or duties) that is more than 60
days delinquent, or any other failure to comply with the tenns and condirions of a written
ag�reement with the FDIC that continues for more than sixty (60) days fotlowing notice. A '
Delinquent Obligation does not include any debt that has beea settled, nor any debt that has been
sold or transferred by the FDIC, nor any debt for which the FDIC has reported forgiveness of
debt through the issuance of an IRS form 1099, nor any debt dischazged in bankruptcy.
Failed Institution. A Failed Institution is any bank or savings association that 6as been
under the conservatorship or receivership of the FDIC or of the Resolution Trust Corporation. It
includes any entity owned and controlled by such a bank or savings association.
FDIC. FDIC means the Federal Deposit Insurance Corporarion, whether acting in its
corporate capacity or as conservator or receiver of a Failed Institution. �
Prospective Purchaser. A Prospective Purchaser is any individual or entity that has made
or intends to make an offer to purchase assets of a Failed Institution from the FDIC. For al!
FDIC 7300/O6 (3-05) Page 7
purposes of this Certificatioq an "entity" includes any entity with a legally independent
existence, including, without limitation, a trustee; the beneficiary of at least a 25% share of the
proceeds of a trust; a partnerslup; a corporation; an association; or any other organi7ation or
sociery.
Substantial Loss. A Substantial Loss is (i) any debt or duty to pay money to the FDIC or
a Failed Institution that has an ontstanding balance of more than $50,000 and that is more than
90 days past due; (ii) an unpaid final judgment of more than $50,000 regazdless of whether it is
forgiven in a bankruptcy proceeding; (iii) a deficiency balance following a foreclosure safe of
more than $50,000 regardless of whether it is forgiven in a bankruptcy proceed'eng; or (iv) any
loss of more than $50,000 reported on an IRS Form 1099-C (Information Reporting for
Discharge of Indebtedness)_
EGIGIBILITY CERTIFICATION
The undersigned hereby certiftes that all of the following statements are true, correct and
complete when made and will be true at closing of the sale.
A. FDIC Ematovees. The Prospective Purchaser is not an FDIC employee, the spouse of an
FDIC employee, or the minor child of an FDIC employee.
B. DeGnquent Obligors. Neither the Prospective Purchaser nor any of its Affiliated
Business Entities has a Delinquent Obligation. Under certain circumstances, the
cert�cation required in this paragroph may be waived. For more information a6oul the
waiver process and crileria, co»tact 1he FDIC sales representative. Note: If the sale is
for FDIC rea! estate owned or items such as furniture, fzxtures or equipment, artwork,
automobiles or other tangible items, and the bid price will be less than 5250,000 (per
item or per poo!), then lhe certification set forth in this paragraph B is not required.
C. FDIC Contractors. Neither the Prospective Purchaser nor any of its AffiIiated Business
Entities is a Contractor that has performed services within the past three years relating to
any of the assets that the Prospective Purchaser might buy, unless the contract for
services allows for the purchase of such assets. Under certain circumslances, the
cerl�cation required in lhis paragraph may be waived. For more informatiorr about the
waiver process and criteria contact [he FDIC sales representative.
D. Officers or Directors oi Failed Instfitutions. Neither the Prospective Purchaser nor any
of its Associated Persons has ever been an of�icer or director of a Failed Institution or of
an affiliate of a Failed Institution who (1) has participated in a material way in one or
more transactions that caused a Substantial Loss to any such Failed Institution; and (2) in
connection with such Substantial Loss has been found by a court or administrative
tribunal, or alleged in a judicial or administrative action brought by the FDIC or any
fedetal or state governmental entity to have (i) violated any law, regulation or order
issued by a federal or state banking agency; (ii) breached a written agreement with a
federal or state banking agency or with a Failed Institution; (iii) engaged in an unsafe or
FDIC 7300/OB (3-0Sy Page 2
unsound practice in conducting the affairs of a Failed Institution; or (iv) breached a
fiduciary duty owed to a Failed Institution.
E. Debarment from Particivation in the At�airs of a Failed Institution. Neither the
Prospective Purchaser nor any of its Associated Person(s) has been removed &om, or
prohibited from participating in the affairs of a Failed Institution by a final enforcement
action by the FDIC or any other federal banking agency (Office of the CompVoller of the
Cwrency, Office of Thrift Supervision, or the Board of Govemors of the Federal Reserve
System).
F. Pattern or Practice of Defalcation. Neither the Prospective Purchaser nor any of its
Associated Person(s) has borrowed money or guaranteed loans in more than one
transaction with the intent to cause a loss or with reckless disregard for whether such
transactions would cause a loss to any financial institution insured by the FDIC, where
these loans, in the aggregate, caused a Substanfial Loss to one or more Failed Institutions.
G. Convicted of Certain Crimes. Neither the Prospective Purchaser nor any of its
Associated Person(s) (1) has been convicted of committing or conspiring to commit any
offense under Section 215, 656, 657, 1005, 1006, 1007,1014, 1432, 1341, 1343 or 1344
of Title 18 of the United States Code affecting any Faited Institution; and (2) has '
defaulted on any debt or duty to pay money (including any guaranty) owed to the FDIC
or any Fai(ed Institution to such an extent t6at a judgment has been rendered in favor of
the FDIC or the property securing the debt has been foreclosed on.
• H. If Seller Financin¢ Is Used. Neither the Prospective Purchaser nor any of its Associated
Persons (1) has defaulted on any debts or duties to pay money (including any guaranty) to
the FDIC or a Failed Institution that, in the aggregate, exceed $1,000,000, to such an
extent that a judgment has been rendered in favor of the FDIC or the property securing
the debt has been foreclosed on; and (2) has made any fraudulent misrepresentarions in
connecrion with any of these debts or duties. This representation is nol required, and has
no efJ"ect, if the Prospective Purchaser does not finance arry porlion of the purchase price
through fincrncing offered by the FDIC.
I. Transactions Structured to Cinumvent t6is Certification. Neither the identity nor
form of the Prospective Purchaser, nor any aspect of the contemplated transaction, has
been created or altered with the intent, in whole or in part, to allow an individual or entity
who otherwise would be ineligible to purchase assets from the FDIC to benefit directly or
indirectly from the proposed transaction.
, FDIC 7300/O6 (3-OS) Pege 3
PROSPECTIVE PURCHASER INF�RMATION
Name of Pros pective Purchaser Tax ID Number or SSN
City of Bremerton 91-6001231
❑ Individual ❑ Partnership Corporation Trust
X Other S eci Municipality
Physical Street Address (For Overnight Delivery)
345 6th Street, Suite 660
C�tY State or Province Country Postal Code
Bremerton wp, USA 9g337
Contact Person and Tit1e
Patty Lent, Mayor
Telephone Number Fax Number E-Mail Address
36 473-5266 360 473-5883 patty.lent�ci.bremerton.wa.0
IN WIT'NESS WHEREOF, the undersigned has executed this Certification as of this
8th dayof January � 2010
PROSPECTIVE PURCHASER
City of Bremerton
[Print Name of Prospective Purchaser)
� �
[Signahue
Patty Lent, Mayor
[Print Name and Titte of Authorized Signatory)
Norice Concerning Legal Action
Any person who knowingly or willfully makes false or fraudulent
statements or disclosures in connection with this Certification
will be referred to the Office of Inspector General and/or the
appropriate 'law enforcement officials for invesrigation and legal
enforcement and may be subject to fines and/or imprisonment (18
U.S.C. §§ 1001, 1007 and 1014).
FDIC 7300l06 �3-OS) Page 4 —
PRIVACY ACT STATEMENT
The Federal Deposit Insurance Act (12 U.S.C. §§1819, 1821, and 1823), 5 C.F.R. Part
3201, 12 C.F.R. Parts 340 aud 366, and Executive Order 9397 authorize the collection of this
information. The FDIC will use the information to assist in the determinarion of whether a
Prospective Purchaser is eligible to purchase�assets under the laws, regulations and policies
pertaining to the FDIC. The FDIC may disclose this information: 1) to other federat, state or
local agencies and to contractors to assist in the marketing or sale of assets; Z) to appropriate
Federal, State or local agency or responsible authority, to t6e extent that disclosure is necessary
and pertinent for investigating or prosecuting a violation of or for enforcing or implementing a
statute, rule, regularion or order, when the information indicates a violarion or potential violation
of law, whether civil, criminal or regulatory in nature, and whether arising by any statute, or by
regulation, rule or order issued pursuant thereto; 3) to a court, magistrate, or administrative
tribunal in the course of presenting evidence, including disclosure to counsel or witnesses in the
course of civil discovery, litigation, or settlement negotiations or in connection with criminal law
proceedings, when the PDIC is a party to the proceeding or has a significant interest in the
proceeding and the inforn�afion is determined to be relevant and necessary; 4) to a congressional
office in response to a written inquiry made by the congressional office at the request of the
individual to whom the record pertains; or 5) in accord with any other routine use appropriate for
the FDIC's Insured Bank Liquidation Records, # 30- 64- 0013. Submitting this information to
the FDIC is voluntary. Your failure, however, to submit all of the information requested and to
complete the form entirely could result in your inability to bid on or purchase FDIC-held assets.
ESTIMATED REPORTING BURDEN
Public reporting burden for this collection is estimated to average 30 minutes per
response, including the time for reviewing instructions, searching existing data sources,
gathering and maintaining the data needed, and completing and reviewing the collection of
information. Send comments regarding the burden estimate or any other aspect of this collection
of informarion, including suggestions for reducing this burden, to Paperwork Reduction Act,
Legal Division, FDIC, Washington, D.C. 20429; and to the Office of Management and Budget,
Paperwork Reduction Project (3064-0089), Washington, D.C. 20503. Respondents need not
respond to this request for information unless it displays a currently valid OMB Control Number.
FDIC 7300l06 (&05) Page 5
FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
This First Amendment to Real Estate Purchase Agreement (this
"AmendmenY) is entered into and effective on the date that all parties have executed
this Amendment, by and beiween FDIC as Receive� for Westsound Bank (the
"Seiler"), and The City of Bremerton ("Buyer').
WHEREAS, Buyer and Seller ente�ed into that certain Real Estate Purchase
Agreement effective as of January 21, 2010 (the "AgreemenY') with regard to certain
real property located at 190 Pacific Ave, Bremerton, Washington, as more particutarly
described in the Ag�eement;
WHEREAS, the Agreement provides for a 5 day Inspection Period commencing
on the Effective date of January 21, 2010;
WHEREAS, the Agreement provides for a 5 day Approval Period commencing
after the expiration of the Inspection Period;
WHEREAS, Seller and Buyer desire to amend the Agreement to extend the
expiration of the Inspection Period from Tuesday, January 26, 2010 to Monday,
February 1, 2010; and
WHEREAS, capitalized terms used herein, unless othervvise deflned herein, shall
have the same meanings ascribed to those terms in the Agreement.
NOW THEREFORE, in consideration of mutual promises and agreements herein
contained and for other good and valuable consideraaon, the receipt whereof is hereby
acknowledged, Seller and Buyer do hereby agree as follows:
1. Effect. The Agreement is hereby amended to the extent necessary to give
effect to this Amendment, and the terms of this Amendment shalt supersede any
contrary terms in the Agreement. All references in the Agreement to "this Agreement"
shall be deemed to refer to the Agreement as amended. In all other respects, the terms
and conditions of the Agreement shall remain unmodified, and are hereby ratified by the
parties.
2. Amendment. Notwithstanding anything to the contrary in Section 5 of the
Agreement, the Inspection Period shall expire on Monday, February 1, 2010. All other
terms and conditions of Section 11 remain the same.
3. Counterparts Sianature. This Amendment may be executed by each of
the parties hereto in separate counterparts with the same effect as if all parties hereto
executed the same counterpart. Each such counterpart shall be deemed an original
and all of such counterparts together shall constitute one and the same instrument.
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4. Governing Law. This Amendment shali be construed and interpreted in
accordance with the laws of the State of Georgia.
5. Entire Aareement. The Agreement, including without limitation, this
Amendment, constitutes the entire agreement between Seller and Buyer with respect to
the subject matter hereof. This Amendment shall not be effective until execution and
delivery by both Sefler and Buyer.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
du(y executed on the dates �espectively set forth betow.
SELLER:
FDIC as ei er for W tso ` n K�
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B ��_
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Name:
Its:
Date:
BUYER:
The City of Bremerton
By:
Name: Q
Its: �U�.\L1�
Date: �\- ��p- \'Q
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