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HomeMy WebLinkAbout201005030220 When recorded return to: LAND TITLE 20 1005030220 City of Bremerton Deed Rec Fee . $ 63.00 Attn: CI Attorney Waltter Kitsap Co Auditor IIIIII' IIIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIII�IIIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIII P age 1 of 2 345 6th Street, Ste 600 Bremerton, WA 98337 STATUTORY WARRANTY DEED " Escrow No.: E- 234604CA THE GRANTOR(S) Sixth and Park Avenue Partnership, a Washington General Partnership, as to Parcel I; and Kitsap Bank, formerly know as National Bank of Bremerton, as to Parcel II for and in consideration of TEN DOLLARS AND OTHER VALUABLE CONSIDERATION in hand paid, conveys, and warrants to City of Bremerton, a Washington Municipal Corporation the following described real estate, situated in the County of Kitsap, State of Washington LEGAL DESCRIPTION ATTACHED HERETO AS EXHIBIT W ON PAGE 2. Abbreviated Legal: (Required if full legal not inserted above) Lts 44 -50, inclu, Blk 16, Town of Bremerton, V/P 2130 Tax Parcel Number(s): 3718 - 016 -044 -0001, 3718 - 016 -045 -0000, 3718 -016 - 046 -0009, 3718 - 016 -047 -0008 and 3718 -016- 049 -0006 SUBJECT TO: Special Exceptions 2 as shown in I -and Title Company Preliminary Title Commitment No. E- 234604 Dated: April 30 2010 Sixth d Park Avenue Partner a W h gton Ge I Partn ship IZ .J KITSAP COUNTY TREASURER EXCISE Gap E. Carmichael, Gene artner 20 1 0 E 05/03/2010 „ nk, a - , ington orpo n ° "� �� +r' B ames; E. Carmichael, esident/CEO Total: $30,710.00 Clerk's Initial — STATE OF – OU NTY On this day of _ 1 F ��— , I certify that I know or have satisfactory evidence that L am ' �`' n is� on who appeared before me, and said person acknowledged that he/she signed this instrument, onp�ath tate that /she w authorized to x uta the in tru ent and acknowledged it as the G d j W1 b (Q of to be the free and voluntary act of arty fats the uses and purposes mentioned in We instrument. Given underA hand and offici a y�J/y /�� /7 al th / d ; 7 an � d //m ar last above written. Notary Public Residing at: My Comm. Expires C r F W PSG\' LPB 10 -05 EXHIBIT "A" PARCELL LOT(S) 44, 45, 47, 48, 49 AND 50, BLOCK 16, TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE(S) 30, RECORDS OF KITSAP COUNTY, WASHINGTON. PARCEL II. LOT(S) 46, BLOCK 16, TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE(S) 30, RECORDS OF KITSAP COUNTY, WASHINGTON. Subject to. 1 • Agreement, including its terms, covenants and provisions; Recorded. May 13, 1981 Recording No. 8105130044 For: storm water retention system R REAL ESTATE PURCHASE AND SALE AGREEMENT This Agreement is entered between the CITY OF BltlH N EIt f ON, a Washington municipal corporation "Buyer ", and TIIE SIXTH & PARK AVENUE. PARTNF.RSHiP, a general partnership and KITSAP BANK, individually and collectively "Seller ", for the salt and purchase of real property as follows: L PROVEICfY. The property, including all improvements and appurtenances situated thereon, which Buyer agrees to buy and Seller agrees to sell, is commonly known to be located at 550 Park Avenue, Bremerton, Washington (the "Property "), and which Property is legally described in Exhibit A, attached hereto and incorporated herein by this rel'erence. A map indicating the location of the Property is also attached as Exhibit B, incorporated herein by this reference. 2. EARNEST MONKV, The Buyer will deliver to Land 'Title Company of Kitsap County as escrow, TWENTY FIVE THOUSAND DOLLARS ($25,000.00) as non - refundable earnest money, upon the Buyers' waiver of an contingencies in Paragraph 4 in writing, on or before thirty (30) days from the date ol'mulual acceptance of this Agreement, except as otherwise provided herein. Such eamest money will be applied to the payment of the Purchase Price at closing C Earnest Money "). 3. PURCHASE. PRICE.. The total purchase price for the Property is ONE MILLION SEVEN 11UNI)RED TWENTY FIVE THOUSAND AND NO /100 DOLLARS ($1,725,000.00), including Lamest Money, ( "Purchase Price ") payable on closing. 4. CONTINGENCIES. This Agreement is contingent upon:. (a) Acceptance of its terms by the Bremerton City Council. (b) Buyers review and approval of the title report on the Property prior to Closing. (c) Financing Contingency. Buyer securing financing as necessary to close the sale contemplated herein. (d) A Feasibility study as Ibllows: (1) Buyer shall have the opportunity to conduct a feasibility study to determine if, in Buyer's sole and absolute discretion, the Property is feasible for investment and/or development by Buyer. (2) Buyer's feasibility study may include (but is not limited to) a Phase 1 and /or Phase 11 environmental assessment, utilities availability and capacity, access availability, zoning, preliminary architectural and engineering studies, marketing feasibility. RF.AI. ESTATE PURCHASE AND SALE AGREEMENT 6 & Park Page 1 of 6 600/ Z00'd 6Z10 HIKC'd XNVU dysZIx 108L 9L8 09£ 00:62 OZOZ'0£'UtlX (3) A Phase I environmental assessment generally will consist of a review of title of ownership and land use, review of geologic and hydrologic maps of the area, review of federal and state databases for known hazardous water generators or contaminated sites afid a site visit. if the Phase 1 review reveals the potential of a contaminated site, a Phase lI environmental assessment may be conducted which generally will consist of on -site sampling, including the digging or boring of test holes tier soil samples. By executing this Agreement, Seller hereby authorizes Buyer a right of'entry on to the property fir the purpose of conducting this feasibility study including a Phase 1, and if nece.+sary a Phase 11 environmental amessment. Seller will be notified if a Phase II environmental assessment is to be conducted. (4) Buyer agrees to conduct its feasibility study at its sole cost and expense; and il'Buyer does not remove the feasibility contingency on or before the expiration of the feasibility period, then Buyer also agrees, if requested by Seller, to deliver to Seller u,)pies of all information and documentation obtained by Buyer in connection with its feasibility study. (5) For any on -site activity performed by Buyer during; the feasibility study, Buyer agrees to return the Property to its original state (i.e., fill all boring holes, cte.). Should any of these contingencies not be satisfied or waived in writing by Buyer within thirty (30) days from the date of mutual acceptance of this Agreement, then this Agreement shall terminate and neither Buyer nor Seller shall have any further rights, duties or obligations hereunder; provided, however, that Buyer shall be obligated to perform its obligations pursuant to Section 4(d)(5) above. 5. CONVEYANCE AND CONDITION OF TITLE. The title to the real property shall be conveyed by Seller to Buyer at closing by Statutory Warranty Decd, free and clear of all liens, encumbrances or defects except those described in Paragraph 6 below. 6. 'X YME INSURANCE. At Closing, Seller shall cause Land Title Company of Kitsap County, whose address and telephone number is 9657 Levin Road NW, Suite 110, Silverdale, Washington 98383, (360 -692- 2233), to issue a standard form owner's policy of title insurance to Buyer in an amount equal 4) the total purchase price of the Property. The cost of this policy shall be paid from Seller's funds at Closing. For purposes of this Agreement, the following shall not be deemed encumbrances or defects: rights reserved and federal patents or state deeds; building or use restrictions consistent with current zoning, and utility and road casements of record. il'title cannot REAL, ESTATE PURCHASE AND SALF. ACrRFF,MENT 6 r "' & Park Page 2 of 6 600/ £OO'd 6ZTS# NINNY ME dyslix 109L 9L8 09£ 00 :6T OTOZ'0£'*Ivx be made so insurable prior to the Closing date called for herein, unless Buyer elects to waive such defects or encumbrances, this Agreement shall terminate. 7. CLOSING COSTS AND PRO - RATIONS. The cost of escrow shall be shared equally between Buyer and Seller, except those fees which are expressly limited by Federal Regulation. Seller shall pay for excise tax and revenue stamps. Taxes for the current year, rents, interest, Association, Condominium and/or Homeo lees, water and other utility charges, if any, shall be pro -rated as of date of closing unless otherwise agreed. R. CLOSING OF THE SALE. With the understanding that time is of the essence fi i�r this Agreement, this sale sbal l be closed by April 30, 2010 which shall also be the termination date of this Agreement unless said closing date is extended in writing by mutual agreement of the parties_ When notified, the Buyer and Seller will deposit, without delay, in m-row with Land Title Company of'Kitsap County, all instruments and monies required to complete the transactiom in accordance with this Agreement. Closing, l'or the purpose of this Agreement, is defined as the date that all dtwuments are executed and the sale proceeds are available for disbursement to the Seller. 9. CASUALTY LOSS. If prior to closing, improvements on said premises shall be destroyed or materially damaged by fire mother casualty, this Agreement, at option of the Buyer, shall become null and void. 10. POSSESSION. Buyer shall be entitled to possession on closing. 11. Sk;X..X.MS REPRESENTATIONS AND COVENANTS. Each Seller represents to Buyer and the other Seller with respect to its portion of the Property that: (a) Seller will maintain the Property in present or better condition until time of agreed posses (b) Seller has no knowledge or notice from any governmental agency of any violation of laws relating to the Property except: None (e) the Property will not be encumbered by any leases at the date of closing; of this transaction. Except as specified in Sections 11 and 12, the sale of the Property pursuant to this Agreement is made "AS IS", and neither Seller makes any representations or warranty, express or implied, with respect to the condition, quality or title of the Property of any kind whatsoever, except as otherwise provided herein. Each Seller agrees to indemnify, defend and hold the other Seller harmless from and 'against any loss, damage, liability, loss or expense caused by or related to a breach of Seller's RF.AT. ESTATE PURCHASE AND SALE AGRUMENT 6"' & Park Page 3 of 6 600/ b00'd tzls# HIKCY XMfH dYSZIX 108L 9L8 09£ 10 :tl OZOVOE —M obligations, representations and warranties pursuant to this Agreement with respect to its portion o I' the Property. 12. SELLER'S ENVIRONMENTAL REPRESENTATIONS. Each Seller represents to Buyer and to the other Seller that to the best of its knowledge that such Scllcr is not aware of the existence of, and has not caused or allowed to be caused, any environment condition (including, without limitation, a spill, discharge or contamination) that existed ass of and/or prior to the closing date or any act of omission occurring prior to the closing date, the result of which may require remedial action pursuant to any federal, state or local law or may be the basis for the assertion of any third party claims, including claims of governmental entities except: None This Section 12 shall survive the closing and be in addition to Seller's obligation for breach of a representation or warranty set forth in Section 11. 13. DEFAULT AND ATTORNEY'S FEES. (a) Buyer's Default. If Buyer defaults hereunder, Seller's sole remedy shall be limited to damages against Buyer in the liquidated amount of the Ramest Money. Buyer and Seller intend that said amount constitutes liquidated damages so as to avoid other costs and expenses to either party in connection with potential litigation on account of Buyer's default. Buyer and Seller believe said amount to be a fair estimate of actual damages. (b) Seller's Default. If Seller defaults hereunder, Buyer shall have all the rights and remedies available at law or in equity, including) a refund of the Earnest Money. (c) Attorney's Fees and Costs. In the event of litigation to en Force any of the terms or provisions herein, the prevailing party shall be entitled to recover its attorney's fees and costs From the other party. 14. NOTICE TO SELLER. This form contains provisions for an agreement for the purchase and sale of real estate_ Buyer makes no warranty or representation of any kind that this form, or any of its provisions, is intended to meet the factual and legal requirements of a particular transaction, or that it accurately reflects the laws of the State of Washington at the time you enter the agrccment. This Agreement has significant legal and financial consequences. By signing this Agreement, Seller acknowledges that Seller has or has had the opportunity to consult with an attorney regarding Sellers rights and obligations in this Agreement. 15. BROKERS FF,F.S /COMMISSIONS. Seller and Buyer represent that neither has retained or worked with a Brokcr. Seller and Buyer agree to indemnify, defend and hold harmless each other with respect to any claim by any person or entity claiming through Seller or Buyer to be REAL F.STATF. PURCIlASL' AND SALE AC RLIMLNT 6"' & Park Page 4 of 6 600/ 900 6Z190 NINNY XNVH d'dsSIx 108L 9L8 09£ 10 :6L 0I0Z'0E—dVX entitled to a commission with respect to the transaction contemplated by this Agreement. 16. NON - MERCER. The terms, conditions, and provisions ofthisASrecment shall not be deemed merged into the deed, and shall survive the Closing; and continue in frill force and effect. 17. NOTICES. All notices required or permitted to be given hereunder shall be in writing and shall be sent U.S. certified mail, return receipt requested, or by facsimile transmission - addressed as set forth below: (a) All notices to be given to Buyer shall be addressed as follows: City of Bremerton Mayor 345 6th Street, Suite 600 Bremerton, Washington 98337 -1873 (b) All notices to be given to Seller shall be addressed as 1 Sixth & Park Partnership Ititsap Bank James E. Carmichael, President 619 Bay St PO 'Box 9 Port Orchard, WA 98366 Either party hereto may, by written notice to the other, designate such other address for the giving of notices as being necessary. All notices shall be deemed given on the day such notice is personally served, or on the date of the facsimile transmission, or on the third day following the day such notice is mailed in accordance with this paragraph. 18. ENTIRE AGREEMENT. This Agreement, including all incorporated exhibits, constitutes the full understanding between seller and buyer. There have been no verbal or other agreements that modify this Agreement. 19. BINDING EFFECT AND SURVIVAL. This Agreement shall be binding upon parties hereto and their respective heirs, successors and assigns; and the terms, conditions and provisions of this Agreement shall survive the closing of this transaction. REAL. ESTATE PURCHASE AND SALE AGMI MLN't' 6 & Park Page 5 of 6 600/ 900'd 3ZT9# HINCY XNVE dVSSIx T08L 9L8 09£ TO:tl OTOZ'0£ -dy;j 20. GOVERNING LAW. The law-, of the State of Washington govern this Agreement. 21. DATE OF MUTUAL ACCEPTANCE. For the purposes of this Agreement, the date of mutual acceptance of this Agreement shall be the last date on which the parties to this Agreement have executed this Agreement as indicated below. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date Set forth below. BUYER: SELLER: THE CITY OF BREMERTON THE SIX''fII & PARK AVENtlE PARTNERSHIP sy: .........r^. By: -- Patty ayor Its: _ _ 0enr Dated:. Zo (o Dated: KITSAP HANK r B s: t /!� 7 Dated' APPROVED AS TO FORM: Icy: oger A. Lubovich, C it R:1T.ega111.ep1\FilealCurrent Active Files%th & Park Real Estatc PurchaicTunhasc and Sale Agreement.l.doc REAL, ESTATE PURCI LASE AND SALE AGREEMENT 6' & Park Page G of G 600/ L00'd tZ19# HIWCd XNve dysli I 108L 9L8 09£ ZO :tl 0T0Z'0£'UVX MAR-30.2010 14:02 360 876 7801 KITSAP BANK ADMIN 05124 P.008 /009 'uolftMuM 1 4juno:) drsatx jo sp.Tooa.T `0E and `slrldJO Z amnjOA T popxooM SO `uollau=fl ° 91 3 1 00 ift `OS v fib slo7 9000 9I0 VOK lunoaad asy .110 `Auno7 duslc}i,lo spcoc)aa 1 0£ a0ud `sluld.lo Z acunloA ul papJ000z su `uolnucaxS `91 Xoolil `817 V Lb slo'T 8000 910 :'OH ;unoaad Kul 'uol9u lkluno;7 dVslTXJO'T- '0oa"0£ afud `slulddo Z aumloA ul papaooar su `uolx mw. g 191 xac►lfl `9b ao'1 6000 W910 *'OAS ;unujad xu,I, -uolr90 gSVAN `f4uno7 dusliNjo sptoaa. `0£ a8ud `sluid3o Z auinloA ul papJO= se `uolzaucacg `9l 1 `St 1 0 1 0000 - StW910 - 8IL£ = oN pnoaad =g,T 'uolSu `Aluno:) dus3T7io spaoaac `p£ 23Bd `uidjo Z OclnloA ut paprooar su `uolaatuaig `9 t 1 00 I1T `bb lo'T I000 :'OM tunoaa-ir zBZ V .LT91HX3 1 1 1 1 .1 :1 � + 11 11• +` r ' .� \ �i„ •, � 1 , + ,`,�. �, i \ �. Y ,��� r 1 Yi l('1r1�;Li - � y a , .. r +i + • �:� +� G �� A �Sri ? r7 ;,l it Y�Y'ikt ,r,5 4 +fi � N *�.��a��� 515 �, y�l �, i .� - '✓SIB p .11Yr'. ; \5. �� A l7 � "6L i � � 4Sl �'� 1 {.W1 511 i\ 1'•�n1 • 4 t 5 ,r Iii 1 1 Chicago Title Insurance Company 6 POLICY NO.: WA2006 -46 -E- 234604- 2010.72306- 80582234 OWNER'S POLICY OF TITLE INSURANCE Issued by Chicago Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be given to the Company at the address shown In Section 18 of the Conditions. COVERED RISKS SUBJECT TO THE EXCL USIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, CHICAGO TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company) insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Polic34 against loss or damage, not exceeding the Amount of insurance, sustained or incurred by the Insured by reason of.• 1. Title being vested other than as stated in Schedule A. 2 Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (t) forgery, fraud undue inJlueme, duress, incompetency, incapacity, or impersonation; (1i) failure ofarty person or Entity to have authorized a transfer or conveyance; (W) a document affecting Title not properly created, executed witnessed sealed, acknowledged, notarized, or delivered,• (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records includingfailure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment " includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment ofthe Land,• (b) the character, dimensions, or location of any improvement erected on the Land- (c) the subdivision of land; or (d) environmental protection ifa notice, describing any part of the Land, is recorded in the Public Records settingforth the violation or intention to enforce, but only to the extent ofthe violation or enforcement referred to in that notice. 6. An enforcement action based on the exercise ofa governmental police power not covered by Covered Risk S ifa notice ofthe enforcement actiort, describing any part ofthe Land, is recorded in the Public Records, but only to the extent ofthe enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing airy part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights ofa purchaser for value without Knowledge. 9. Title being vested other than as stated Schedule A or being defective (a) as a result of the avoidance in whole or in part, arfrom a court order providing an alternative remedy, ofa transfer ofall or any part ofthe ti tle to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors'rights laws by reason ofthe failure ofits recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 10. Any deject in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Polcy and prior to the recording ofthe deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. The Company will also pay the costs, attorneys 'fees, and expenses incurred in defense ofany matter insured against by this Policy, but only to the extent provided in the Conditions. IN WITNESS WHH5REOF, CHICAGO TIT INSURANC ' COMPANY has caused this policy to be signed and sealed by its duly authorized officers. `' / CHICAGO TITLE INSURANCE COMPANY Countersigned:' -- Authorized Signatory WA2006 604 - 4 ATTEST P ^� E 23 Land Title Company of Kitsap County, inc. 9657 Levin Road N.W., Suite 100 I SO Silverdale, WA 98383 `,,, Tel:(360) 692 -2233 Fax:(360) 692 -2244 72306 (6/06) ALTA Owner's Policy (6/17106) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: I . (a) Any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion I (a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion I(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters: (a) created suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS from the obligation to purchase, lease, or lend if there is a contractual condition requiring The following terms when used in this policy mean: the delivery of marketable title. (a) "Amount of Insurance ": The amount stated in Schedule A, as may be increased 2. CONTINUATION OF INSURANCE or decreased by endorsement to this policy, increased by Section 8(b), or decreased by The coverage of this policy shall continue in force as of Date of Policy in favor of an Sections 10 and 1 I of these Conditions. Insured, but only so long as the Insured retains an estate or interest in the Land, or holds (b) "Date of Policy ": The date designated as 'Date of Policy" in Schedule A. an obligation secured by a purchase money Mortgage given by a purchaser from the (c) "Entity": A corporation, partnership, trust, limited liability company, or other Insured, or only so long as the Insured shall have liability by reason of warranties in any similar legal entity. transfer or conveyance of the Title. This policy shall notcontinue in force in favorof any (d) "Insured ": The Insured named in Schedule A. purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an (i) The term "Insured" also includes obligation secured by a purchase money Mortgage given to the Insured. (A) successors to the Title of the Insured by operation of law as 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT distinguished from purchase, including heirs, devisees, survivors, personal The Insured shall notify the Company promptly in writing (i) in case of any litigation representatives, or next of kin; as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an (B) successors to an Insured by dissolution, merger, consolidation, Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, distribution, or reorganization; and that might cause loss or damage for which the Company may be liable by virtue of (C) successors to an Insured by its conversion to another kind of Entity; this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the (D) a grantee of an Insured under a deed delivered without payment of actual Company is prejudiced by the failure of the Insured Claimant to provide prompt notice, valuable consideration conveying the Title the Company's liability to the Insured Claimant under the policy shall be reduced to the (1) if the stock, shares, memberships, or other equity interests of the extent of the prejudice. grantee are wholly -owned by the named Insured, 4. PROOF OF LOSS (2) if the grantee wholly owns the named Insured, In the event the Company is unable to determine the amount of loss or damage, the (3) if the grantee is wholly -owned by an affiliated Entity of the named Company may, at its option, require as a condition of payment that the Insured Claimant Insured, provided the affiliated Entity and the named Insured are both wholly -owned by furnish a signed proof of loss. The proof of loss must describe the defect, lien, the same person or Entity, or encumbrance, or other matter insured against by this policy that constitutes the basis of (4) if the grantee is a trustee or beneficiary of a trust created by a loss or damage and shall state, to the extent possible, the basis of calculating the amount written instrument established by the Insured named in Schedule A for estate planning of the loss or damage. purposes. S. DEFENSE AND PROSECUTION OF ACTIONS (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and (a) Upon written request by the Insured, and subject to the options contained in defenses as to any successor that the Company would have had against any predecessor Section 7 of these Conditions, the Company, at its own cost and without unreasonable Insured. delay, shall provide for the defense of an Insured in litigation in which any third party (e) "Insured Claimant ": An Insured claiming loss or damage. asserts a claim covered by this policy adverse to the Insured. This obligation is limited to (f) "Knowledge" or "Known ": Actual knowledge, not constructive knowledge or only those stated causes of action alleging matters insured against by this policy. The notice that may be imputed to an Insured by reason of the Public Records or any other Company shall have the right to select counsel of its choice (subject to the right of the records that impart constructive notice of matters affecting the Title. Insured to object for reasonable cause) to represent the Insured as to those stated causes (g) "Land ": The land described in Schedule A, and affixed improvements that by of action. It shall not be liable for and will not pay the fees of any other counsel. The law constitute real property. The term "Land" does not include any property beyond the Company will not pay any fees, costs, or expenses incurred by the Insured in the defense I mes of the area described in Schedule A, nor any right, title, interest, estate, or easement of those causes of action that allege matters not insured against by this policy. in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not (b) The Company shall have the right, in addition to the options contained in Section modify or limit the extent that a right of access to and from the Land is insured by this 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding policy. or to do any other act that in its opinion may be necessary or desirable to establish the (h) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company including one evidenced by electronic means authorized by law. may take any appropriate action under the terms of this policy, whether or not it shall be (i) "Public Records ": Records established understate statutes at Date of Policy for liable to the Insured. The exercise of these rights shall not be an admission of liability or the purpose of imparting constructive notice of matters relating to real property to waiver of any provision of this policy. If the Company exercises its rights under this purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public subsection, it must do so diligently. Records" shall also include environmental protection liens filed in the records of the clerk (c) Whenever the Company brings an action or asserts a defense as required or of the United States District Court for the district where the Land is located. permitted by this policy, the Company may pursue the litigation to a final determination 0) "Title` The estate or interest described in Schedule A. by a court of competent jurisdiction, and it expressly reserves the right, in its sole (k) "Unmarketable Title ": Title affected by an alleged or apparent matter that would discretion, to appeal from any adverse judgment or order. permit a prospective purchaser or lessee of the Title or lender on the Title to be released 72306 (6/06) ALTA Owner's Policy (6/17/06) 6. DUTY OF INSURED CLAIMANT TO COOPERATE (c) In addition to the extent of liability under (a) and (b), the Company will also pay (a) In all cases where this policy permits or requires the Company to prosecute or those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of provide for the defense of any action or proceeding and any appeals, the Insured shall these Conditions. secure to the Company the right to so prosecute or provide defense in the action or 9. LIMITATION OF LIABILITY proceeding, including the right to use, at its option, the name of the Insured for this (a) If the Company establishes the Title, or removes the alleged defect, lien or purpose Whenever requested by the Company, the Insured, at the Company's expense, encumbrance, or cures the lack of right of access to or from the Land, or cures the claim shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any including litigation and the completion of any appeals, it shall have fully performed its other lawful act that in the opinion of the Company may be necessary or desirable to obligations with respect to that matter and shall not be liable for any loss or damage establish the Title or any other matter as insured. If the Company is prejudiced by the caused to the Insured. failure of the Insured to furnish the required cooperation, the Company's obligations to (b) In the event of any litigation, including litigation by the Company or with the the Insured under the policy shall terminate, including any liability or obligation to Company's consent, the Company shall have no liability for loss or damage until there defend, prosecute, or continue any litigation, with regard to the matter or matters has been a final determination by a court of competent jurisdiction, and disposition of all requiring such cooperation. appeals, adverse to the Title, as insured. (b) The Company may reasonably require the Insured Claimant to submit to (c) The Company shall not be liable for loss or damage to the Insured for liability examination under oath by any authorized representative of the Company and to produce voluntarily assumed by the Insured in settling any claim or suit without the prior written for examination, inspection, and copying, at such reasonable times and places as may be consent of the Company. designated by the authorized representative of the Company, all records, in whatever 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF medium maintained, including books, ledgers, checks, memoranda, correspondence, LIABILITY reports, e- mails, disks, tapes, and videos whether bearing a date before or after Date of All payments under this policy, except payments made for costs, attorneys' fees, and Policy, that reasonably pertain to the loss or damage. Further, if requested by any expenses, shall reduce the Amount of Insurance by the amount of the payment. authorized representative of the Company, the Insured Claimant shall grant its 11. LIABILITY NONCUMULATIVE permission, in writing, for any authorized representative of the Company to examine, The Amount of Insurance shall be reduced by any amount the Company pays under inspect, and copy all of these records in the custody or control of a third party that any policy insuring a Mortgage to which exception is taken in Schedule B or to which the reasonably pertain to the loss or damage. All information designated as confidential by Insured has agreed, assumed, or taken subject, or which is executed by an Insured after the Insured Claimant provided to the Company pursuant to this Section shall not be Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in deemed a payment to the Insured under this policy. the administration of the claim. Failure of the Insured Claimant to submit for examination 12. PAYMENT OF LOSS under oath, produce any reasonably requested information, or grant permission to secure When liability and the extent of loss or damage have been definitely fixed in reasonably necessary information from third parties as required in this subsection, unless accordance with these Conditions, the payment shall be made within 30 days. prohibited by law or governmental regulation, shall terminate any liability of the 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT Company under this policy as to that claim. (a) Whenever the Company shall have settled and paid a claim under this policy, it 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all OF LIABILITY other rights and remedies in respect to the claim that the Insured Claimant has against any In case of a claim under this policy, the Company shall have the following additional person or property, to the extent of the amount of any loss, costs, attorneys' fees, and options: expenses paid by the Company. If requested by the Company, the Insured Claimant shall (a) To Pay or Tender Payment of the Amount of Insurance. execute documents to evidence the transfer to the Company of these rights and remedies. To pay or tender payment of the Amount of Insurance under this policy together with The Insured Claimant shall permit the Company to sue, compromise, or settle in the name any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were of the Insured Claimant and to use the name of the Insured Claimant in any transaction or authorized by the Company up to the time of payment or tender of payment and that the litigation involving these rights and remedies. Company is obligated to pay. If a payment on account of a claim does not fully cover the loss of the Insured Upon the exercise by the Company of this option, all liability and obligations of the Claimant, the Company shall defer the exercise of its right to recover until after the Company to the Insured under this policy, other than to make the payment required in this Insured Claimant shall have recovered its loss. subsection, shall terminate, including any liability or obligation to defend, prosecute, or (b) The Company's right of subrogation includes the rights of the Insured to continue any litigation. indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terns (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the or conditions contained in those instruments that address subrogation rights. Insured Claimant. 14. ARBITRATION (i) To pay or otherwise settle with other parties for or in the name of an Insured Either the Company or the Insured may demand that the claim or controversy shall be Claimant any claim insured against under this policy. In addition, the Company will pay submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no authorized by the Company up to the time of payment and that the Company is obligated joinder or consolidation with claims or controversies of other persons. Arbitrable matters to pay; or may include, but are not limited to, any controversy or claim between the Company and (ii) To pay or otherwise settle with the Insured Claimant the loss or damage the Insured arising out of or relating to this policy, any service in connection with its provided for under this policy, together with any costs, attorneys' fees, and expenses issuance or the breach of a policy provision, or to any other controversy or claim arising incurred by the Insured Claimant that were authorized by the Company up to the time of out of the transaction giving rise to this policy. All arbitrable matters when the Amount of payment and that the Company is obligated to pay. Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or Upon the exercise by the Company of either of the options provided for in the Insured. All arbitrable matters when the Amount of Insurance is in excess of subsections (bxi) or (ii), the Company's obligations to the Insured under this policy for $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. the claimed loss or damage, other than the payments required to be made, shall terminate, Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. including any liability or obligation to defend, prosecute, or continue any litigation. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of 8. DETERMINATION AND EXTENT OF LIABILITY competent jurisdiction. This policy is a contract of indemnity against actual monetary loss or damage 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT sustained or incurred by the Insured Claimant who has suffered loss or damage by reason (a) This policy together with all endorsements, if any, attached to it by the Company of matters insured against by this policy. is the entire policy and contract between the Insured and the Company. In interpreting (a) The extent of liability of the Company for loss or damage under this policy shall any provision of this policy, this policy shall be construed as a whole. not exceed the lesser of (b) Any claim of loss or damage that arises out of the status of the Title or by any (r) the Amount of Insurance, or action asserting such claim shall be restricted to this policy. (ii) the difference between the value of the Title as insured and the value of the (c) Any amendment of or endorsement to this policy must be in writing and Title subject to the risk insured against by this policy. authenticated by an authorized person, or expressly incorporated by Schedule A of this (b) If the Company pursues its rights under Section 5 of these Conditions and is policy. unsuccessful in establishing the Title, as insured, (d) Each endorsement to this policy issued at any time is made a part of this policy (Q the Amount of Insurance shall be increased by 10 %, and and is subject to all of its terms and provisions. Except as the endorsement expressly (ii) the Insured Claimant shall have the right to have the loss or damage states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any determined either as of the date the claim was made by the Insured Claimant or as of the prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of date it is settled and paid. Insurance. 72306 (6/06) ALTA Owner's Policy (6/17/06) 16. SEVERABILITY Insured and to interpret and enforce the terms of this policy. In neither case shall the court In the event any provision of this policy, in whole or in part, is held invalid or or arbitrator apply its conflicts of law principles to determine the applicable law. unenforceable under applicable law, the policy shall be deemed not to include that (b) Choice of Forum: Any litigation or other proceeding brought by the Insured provision or such pan held to be invalid, but all other provisions shall remain in full force against the Company must be filed only in a state or federal court within the United States and effect. of America or its territories having appropriate jurisdiction. 17. CHOICE OF LAW; FORUM 18. NOTICES, WHERE SENT (a) Choice of Law: The Insured acknowledges the Company has underwritten the Any notice of claim and any other notice or statement in writing required to be given risks covered by this policy and determined the premium charged therefor in reliance to the Company under this policy must be given to the Company at Chicago Title upon the law affecting interests in real property and applicable to the interpretation, Insurance Company, Atm: Claims Department, P. O. Box 45023, Jacksonville, Florida rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the 32232 -5023. Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title that are adverse to the 72306 (6/06) ALTA Owner's Policy (6/17/06) ISSUED FROM THE OFFICE OF LAND TITLE COMPANY OF KITSAP COUNTY AS AGENT FOR CHICAGO TITLE INSURANCE COMPANY ALTA OWNER'S POLICY STANDARD SCHEDULE A Office File No.: E- 234604CA Policy No.: 72306 - 80582234 Address Reference: 550 Park Avenue Bremerton, WA 98310 Date of Policy: May 3, 2010 at 02:19 PM Amount of Insurance: $ 1,725,000.00 Premium: $ 3,690.00 1. Name of Insured: CITY OF BREMERTON, a Washington Municipal Corporation 2. The estate or interest in the land which is covered by this policy is: A Fee 3. Title to the estate or interest in the land is vested in: CITY OF BREMERTON, a Washington Municipal Corporation 4. The land referred to in this policy is described as follows: SEE LEGAL DESCRIPTION ATTACHED ON EXHIBIT "A" AND BY REFERENCE MADE A PART HEREOF ALTA Owner's Policy (6/17/06) Schedule A (E- 234604.PFD /E- 234604/68) ALTA STANDARD OWNER'S POLICY Office File No.: E- 234604CA Policy No.: 72306 - 80582234 EXHIBIT "A" DESCRIPTION: PARCEL I: LOT(S) 44, 45, 47, 48, 49 AND 50, BLOCK 16, TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE(S) 30, RECORDS OF KITSAP COUNTY, WASHINGTON. PARCEL II: LOT(S) 46, BLOCK 16, TOWN OF BREMERTON, ACCORDING TO THE PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE(S) 30, RECORDS OF KITSAP COUNTY, WASHINGTON. Subject to: ALTA Owners Policy (6/17/06) Exhibit A -Legal Description (E- 234604.PFD/E- 234604/68) ALTA STANDARD OWNER'S POLICY Office File No.: E- 234604CA Policy No.: 72306 - 80582234 SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) which arise by reason of: GENERAL EXCEPTIONS: A. Rights or claims of parties in possession, or claiming possession, not shown by the Public Record. B. Any, encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. C. Easements, prescriptive rights, rights -of -way, liens or encumbrances, or claims thereof, not shown by the Public Record. D. Any lien, or right to a lien, for contributions to employee benefit funds, or for state workers' compensation, or for services, labor, or material heretofore or hereafter furnished, all as imposed by law, and not shown by the Public Records. E. Taxes or special assessments which are not yet payable or which are not shown as existing liens by the Public Records. . F. Any lien for service, installation, connection, maintenance, tap, capacity or construction or similar charges for sewer, water, electricity, natural gas or other utilities, or for garbage collection and disposal not shown by the Public Records. G. Unpatented mining claims, and all rights relating thereto. H. Reservations and exceptions in United States Patents or in Acts authorizing the issuance thereof. I. Indian tribal codes or regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes. J. Water rights, claims, or title to water. FOR SPECIAL EXCEPTIONS, SEE ATTACHED ALTA Owner's Policy (6/17/06) Schedule B (E- 234604.PFD/E- 234604/68) ALTA STANDARD OWNER'S POLICY Office File No.: E- 234604CA Policy No.: 72306 - 80582234 SCHEDULE B - conVd SPECIAL EXCEPTIONS: 1. Agreement, including its terms, covenants and provisions; Recorded: May 13, 1981 Recording No.: 8105130044 For: storm water retention system (Affects Lots 49 and 50 of Parcel 1) 2. General taxes for the second half of 2010, which become delinquent after October 31, 2010, if unpaid; Amount:$388.26 Tax Account No.:3718- 016 - 044 -0001, Affects: Lot 44 of Parcel I Levy Code:0010 Land Value:$70,400.00 Improvement Value:$0.00 Total Assessed Value: $70,400.00 NOTE: General taxes for the full year bill in an amount of $776.52. 3. General taxes for the second half of 2010, which become delinquent after October 31, 2010, if unpaid; Amount:$388.26 Tax Account No.:3718- 016 - 045 -0000 Affects: Lot 45 of Parcel I Levy Code:0010 Land Value:$70,400.00 Improvement Value:$0.00 Total Assessed Value: $70,400.00 NOTE: General taxes for the full year bill in an amount of $776.52. 4. General taxes for the second half of 2010, which become delinquent after October 31, 2010, if unpaid; Amount:$447.49 Tax Account No.:3718- 016 - 046 -0009 Affects: Parcel 11 Levy Code:0010 Land Value:$70,410.00 Improvement Value: $10,740.00 Total Assessed Value: $81,150.00 NOTE: General taxes for the full year bill in an amount of $894.98. 5. General taxes for the second half of 2010, which become delinquent after October 31, 2010, if unpaid; Amount:$686.36 Tax Account No.:3718- 016 - 047 -0008 Affects: Lots 47 and 48 of Parcel I Levy Code:0010 Land Value: $124,520.00 Improvement Value:$0.00 Total Assessed Value: $124,520.00 NOTE: General taxes for the full year bill in an amount of $1,372.72. SCHEDULE B - cont'd (Continued) 6. General taxes for the second half of 2010, which become delinquent after October 31, 2010, if unpaid; Amount:$686.36 Tax Account No.:3718- 016 - 044 -0001, Affects: Lots 49 and 50 of Parcel I Levy Code:0010 Land Value:$124,520.00 Improvement Value:$0.00 Total Assessed Value: $70,400.00 NOTE: General taxes for the full year bill in an amount of $124,520.00. SP /jt END SCHEDULE B OWNERS POLICY ENDORSEMENTS: NONE Date: May 3, 2010 CHICAGO TITLE INSURANCE COMPANY B 1J Authorize ignatory ALTA Owner's Policy (6/17/06) Schedule B- Continued (E- 234604.PFD/E- 234604/68) 179 =ood B 1" •189 • ` Oil 178 18 f :ee�e�o,sels -e I i ? p r !J I42 1 41 1 40 J9 I J8 J7 HIP - 5 J! JJ J? JI JD ?9 2B 27 td V !7 !a o 1 I I *� o ejoo I o - jo 0 4 I 4, I 1 0 1 1 OZ l °� I Q f 111111 1 I t I J * 15 d B 9 JD 1 f 1 I !3 fI 13 16 17 fd I J ? 2l t? IJ 1� 0f1 o o I X am p 1 0 2 00 II a 7 1 I I f I° �° 1 I I f� I I F I 1 f. 5TH S pr SO !9 !B !1 !a !3 !! !J !2 !1 ! J-9 !3 !t TREE T I 1 I Jd 31 JQ Js J! JJ J? J/ 0 0 0 I I I , I 1 I I 1!! 1!D 1J9 1J8 IJ7 J6 (J3 1J! 1JJ J2 o I DDJ 4,1 D I 1 -oQ 1 o ?p- 0 1 1 1 1 f 1 0 1 03 -0 J0 4 7- 10, 11 12 1.1 1 16 IQ 17 /B l9 2D 21 ?? 1J Y! ?3 , ; 1 f I I ° 0 1 1 I �r J! s a 7 8 9 10 » D ;, o 4 00 I a 1 412 09 # -u I •r ,� r� o1 - 0 r 0 1 20 1 I o I - od9- 0 I ?, 5d 4 TH STREET <y 1 I 1 !9 I !8 ! I !8 1 1 5 !! !J !? 1 ! f O J9 ill 36 J3 J! JJ J2 Jl 3 ?9 ?d 21 28 m ' 1 1 1 {� c� I° o p .„I 1 I .� 7 J6 g 11 J/ b JS J! J3 Jt JO 29 ? I I I 1 04 0 0 0 00 1° g q I �� = b I J 1 1 f 1 1 I 1 1 2 q - 0 � -� Q I 4 I � -=: • O ! 5 a 7 = + B 94 10 !1 1 2 J3 , 1 I OT 0 18 1 9 2D�tt ?t 2J t! 25 ! t J ! S a r a a10� -0� I f f 1 1 o p d 1 1d 11 !t J I I ?D 1 I I I I d22r0d xa 01 1001 h 1 o T 1 I I 1 7A Move to approve the purchase of the Kitsap Bank building on 6`� & Park for the municipal court and authorize the City Attorney to negotiate and finalize the transaction with substantially the same terms and conditions as presented. /i -7 /n '.e � �: f t „ � ` 5M•f .11� .. `' • t•� -• w.� a ��, ' �+�•+p .,EP c; • ' T �ge,� y0�� +� : , i . ®+ S .° C ti/ S _ d Jg�t • 9 `b+` a n •��� 1 _ • . , �'�"�•,. C' e' • � ' r1 ' , ap } '8a�' at'%'; .•.,. � � IP^�+. . 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