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Home My WebLink About190 PACIFIC AVE. LLC � After recording retum to: � 190 Pacific Avenue LLC 1111 Third Ave #1800 � Seattle, WA 98101 Reference: 20359393- -101- -KAB � STATUTORY WARRANTY DEED THE GRANTOR(S) City of Bremerton, a Washington municipal corporation, fo� and in consideration of Ten ($10.00) Dollars and other good and valuable conside�ation in hand paid, conveys and warrants to 190 Pacifc Avenue LLC, a Washington limited liability company the following described real estate, situated in the County of Kitsap, State af Washln�ton: See Exhibit A attached hereto and made a part hereot. Subject to: Those items specifically set forth on Exhibit °A" attached hereto. Abbreviated Legal: (Required if full legal not inserted above.) LOTS 4, 5, 6& 7, & PORTION LOT 3, BLOCK 9, TOWN OF BREMERTON TGW YACATED ALLEY AD� Tax Pa�cel Number(s� 3718-009-003-0005, , , Dated: SELLER: City of Bremerton, a Washington municipal corporation � By: Patty Clty of B n Mayor by: Patty Le , Mayor State of Washington SS: County of On thi��h day of �Q�,�, before me the undersigned, a Notary blic n and for th State of Washington, duly appointed and sworn personally appeared t me known to be the of the corporat n that executed the foregoing instn�me t and acknowledged the said instrument to be the free and voluntary act and deed o said cQrporation, for the uses and purpos ein mentioned and on oath stated that \S authori c e said instrument and that the seal affixed (if a�y) is the corpo�ate seal of said ti ;� Given under my hand and official seal the day and yea� last above writt ;'� � '•. >► � , ,C9:� p�ARY��Z �� ' •� � . � �l1 � � � . � •. B � G •� Notary Publi in a d r the State of �1�Qg��nq� ;' �j. •.8 15:,•,�yC'� Residing at � � W �g�� . .: My Appointment expires: O\ SUB7ECT TO: i , LOTS 4, 5, 6 AND 7 IN BLOCK 9 OF TOWN OF BREMfRTON, AS PER PLAT RECORDED IN VOLUME 2 OF PLATS, PAGE 30, REOORDS..OF KITSAP COUNTY, WASHINGTON, SITUATE IPI GOVERNMENT LOT 3, SECTION 13, TOWNSHIP 24 NORTH, RANGE 1 EAST, W.M., KITSAP COl1NTY. WASHING'T+ON; � TOGETHER WITH THE NORTHERLY.6 FEET OF LOT 3; SAID BLOCK 9; . TOGETHER WITH THE VACATED 14 FOOT WIDE ALLEY LYING TO THE EAST OF SAID LOTS; . . �� ' � STfUATE IN THE CIYY OF BREMERTON, COUNTY OF IaTSAP, STATE OF WASHINGTON. � . LOCAL IMPROVEMENT ASSESSMENTS, IF ANY, LEVIED BY THE CITY OF BREMERTON. � , ALL COVENANTS, CONDITIONS, RESTRICTIONS, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, eOLOR, RELIGION, SDC, SDCUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABII.ITY, HANDICAP, NATIONAL • ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, DCCEPT TO TtiE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITrED BY APPLiCABLE LAW, RESERVATIONS, EASEMENTS OR OTHER SERVITUDES, IF ANY, DISCLOSED BY THE RECORDED PLAT �F TOWN OF BREMER�ON. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: STATE OF WASHINGTON, DEPARTMENT OF TRANSPORTATION � PURPOSE: UTILITIf AND TUNNEL MAINTENANCE AREA AFFECTED: A PORTION OF SAID PREMISES RECORDED: . APRIL 20, 2006 RECORDING NO.: 200604200286 ' ORDINANCE NO. 5106 AND THE TERMS AND CONDI'TIONS THEREOF: RECORDED: MAY 18, 2010 � RECORDING NO.: 201005180197 REGARDING: VACATION OF ALLEY PRNATE,EASEMENT RIGHTS, IF ANY, OF AD7ACENT OWNERS OVER VACATED STREETS • . AND ALLEYS; UPIRECORDED, COMMON LAW, PRNATE EASEMENT RIGHTS MAY PERSIST DESPITE CESSATION OF PUBLIC EASEMENT BY: 1) NON-USER STAME, RCW 36.87.090; OR 2) BY VACATION OR RELEASE OF PUBLIC INTEREST. • �� UNRECORDED LEASEHOLDS, IF ANY; RIGHTS OF VENDORS AND HOLDERS OF SECURITY INTERESTS ON PERSONAL PROPERTY INSTALLED UPON THE LAND; AND RIGHTS OF TENANTS TO REMOVE TRADE FIXTURES AT THE EXPIRATION OF THE TERM. Hetght Restrictton Imposed by instrumen�s �reco�+ded on July 8, 2010, under Recording No. 201007080038 a�d 201007080039. Disclalmer language disdosed by instrument necorded on luly 23, 2004, under Recording No. 200407230225. .� ALL �COVENANTS, CONDITIONS, RESTRIGTIONS, but omittiiag any coveiw�s or restricdons, if any, � based upon raoe, color, rellgion, sex, sexual orlentation, famUial status, marttal status, disability, ' handicap, national origin, anoestry, or source of tncome, as set forth in appllcable state or federal laws, exaept to the extent that sald covenant or restric�ion is pe�mitted by appitcable law, RESERVATIONS, EASEMENTS OR OTHER SERVItUDP.S, IF ANY, DISCLOSED BY BOUNDARY LINE AQ7USTMENT RECORDED UNDER REOORDING NO. 20107080036 � EASEMENT AND THE TERMS AND COIVDTfIONS THEREOF: GRANTEE: PUGET SOUND ENERGY, INC. PURPOSE: � IJTII.iIY PURPOSES AREA AFFECTED: A PORTION OF SAID PREMISES i�ECORDED: - � RECORDIAIG WO.: FIDELITY NATIONAL TITLE INSURANCE COMPANY �i9 �.�►;nxopa, iwv, su�� wA � � � Phone: (360) 692-4556 CLOSING STATEMENT . ESTIIVIAI'ED - �gares snbject to c6ange sdler(sYtmderis) Bn�+a(sYeorrowv(s� City of Br�to�, a WashingiDon m�micipal cutpo�ation 190 Pacific Avmue LLC Propa�y: 190 Pacific Ave B�erow Na Z0359393-KAB Br�aton, WA 98337 Qore Dat� 09/3N2010 praration D� 09/3QI2010 sd� z'm'�, oorts�Ba►'nort: � 910,000.00 Tdal C.w�atia� 910;000.00 �� Mc�Y SA00.00 PR�ORA1'IONS AIYD 265.03 Camry Taxes Frc� 09/3W10 To 01/Ol/11 265.03 Bosed m We Maual amount of 51,040.16 Trn.s nrrn $sc�ow ce�: I.enaae rolicy so.00 w Fiaefity xariooa115t1a msu�cc c�np�ny (io.00 + La�das Poliry i0.00 to FidelityNatia�l'15de Ioa�umcx C�pr (i0.00+ 66.65 . Escrow Salea 1it�c to Fiddity Natima115de L�auanoe Cam�aY (5133.30 + 66.65 2,458.50 Ownees Policy 5910,000.00 to F'tdelity Nadaoa115tle � Cu�any 211 A3 15t1e §aks Tax Lo Ftdelity NatiooallTule L�aa�x Cc�aoy (�211.43 + 775.00 Escrow Fae to F'Welity Natioasl Titk � Caa�anY (51.550.00 + SO 00 �� T/SAO N BECORD7NG FB&4: Ra�iag Fas b Fideliry I�adonal 15de Ios�nana Curc�pany 153.00 10.00 tocbnology Ece to Kitsep Co�mty 7hasuia ADDIITONAL CHABGES: x ZO10 mue paid in Nll to Kitsep Camry 1Y�wua . 316.40 eat fma! tcash to W�dNana�mt 53.837.98 �10.265A3 Sub iatsls Sub Tads t911,259.68 SSA00 S 27.05 P�ooeod� Due SeUer Balanoe Due Fiow Buy� 9.68 5910.265.03 5910,265.03 Toti4 Tad4 t911,259.68 5911.259. � x Selk+�(:YLeade�'(s)s BnYc+'(sYBorrowa+(s): . _ City of Bremertnn, a Washin,gton n�nicipal cwrpo�atian 190 Pacific Avenue LLC, a Was�Liqgton ` � AR(�JS GROUP, LTD., Ma�g�r By: Patty Leot y City of Mayor This s�ait is based on inf�on avai'lable to the e�ow holder as a�the date d�is �t vvas p�parod aud d�e cloang date shovvn ebova. AcNal anwunts msY cbange aod/or vary d�8 on upda�e� �ufaamatian reoeiv+ed aod We 5nel do�ing date. ' 63...e.+.nnno,ti►,n e..n.00n.. FIDELITY NATIONAL TITLE INSURANCE COMPANY 9619 Levin Road, NW, Silverdale, WA 98383 Phone: (360)692-4556 CLOSING STATEMENT FINAL Seller(s)/Lender(s) Buyer(suBorrower(s): City of Bremerton, a Washington municipal corporation 190 Pacific Avenue LLC Property: 190 Pacific Ave Escrow No: 20359393-KAB Bremerton, WA 98337 Close Date: 09/30/2010 Proration Date: 09/30/2010 Sel Bu er Debit Credit Descri tion Debit Credit TOTAL CONSIDERATION: 910,000.00 Total Consideration 910,000.00 Deposit/Eamest Money 5,000 0 PRORATIONS AND ADJUSTMENTS: 265.03 Counry Taxes From 09/30/10 To Ol/Ol/11 265.03 . Based on the Annual amount of $1.040.16 wire from buyers 906,259.6 TITLE AND ESCROW CHARGES: L.enders Policy $0.00 to Fideliry National Title Insurance Company ($0.00 + Lenders Policy $0.00 to Fidel�ty National Title Insurance Company ($0.00 + 66.6 Escrow Sales Tax to Fidelity National TiUe Insurance Company ($13330 + 66.65 2,458.5 Owners Policy $910.000.00 to Fidelity NaUOnal Title Insurance Company 211 4 Title Sales Tax to F�delity National Title Insurance Company ($211.43 + 775 0 Escrow Fee to Fidelity National Title Insurance Company ($1.550.00 +$0.00 775.00 RECORDING FEES: Recording Fees to F�deliry National Title Insurance Company 153.00 10 0 technology fee to K�tsap County Treasurer ADDITIONAL CHARGES: 2010 taxes paid in full ro Kitsap County Treasurer 316.4 final trash to WasteManagement $3.837.9 $910,265.03 Sub Totals Sub Totals $911,259.68 $911.259.6 $906.427.0 Proceeds Due Seller Balance Due From Buyer $910.265.0_ $910,265.03 Totals iotals $911,259.68 $9t1.259.6 Pnnted: 10/04/2010 1:44:51 PM F1RST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT This First Amendment to Real Estate Purchase and Sale Agreernent is entered into between the CITY OF BREMERTON (Seller} and 190 PACIFIC AVENUE, LLC (Buyer) and amends Section 9 of the Real Estate Purchase and Sale Agreement dated May 26, 2U 10 as follows: Closing will occur on or before September 30, 2010. All other terms of the Real Estate Purchase and Sale Agreement shall remain in full force and effect. This document may be executed in counterparts. IN VVITNESS WHEREOF, the parties hereto have executed this Amendment on the date set forth below. SELLER: BUYER: CITY OF BREMERTON 19 �IFIC AVENUE, LLC By: Patty Lent Ro d Sher Its: Mayor Its: CEO Dated: Dated:� js' 2 e! D APPROVED AS TO FORM: By: Roger A. Lubavich, City Attorney R:1Lega1l�egaltFiles\Cunent Active �ilesiPacific Aveouc Ptaza\Ist Amendmeni to REPSA.doc � 1 FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT This First Amendment to Real Estate Purchase and Sale Agreement is entered into between the CITY OF BREMERTON (Seller) and 190 PACIFIC AVENUE, LLC (Buyer) and amends Section 9 of the Real Estate Purchase and Sale Agreement dated May 26, 2010 as follows: Closing will occur on or before September 30, 2010. All other terms of the Real Estate Purchase and Sale Agreement shall remain in full force and effect. This document may be executed in counterparts. IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the date set forth below. SELLER: BUYER: CITY OF BREMERTON 190 PACIFIC AVENUE, LLC � By: Pa ent Ronald Sher Its: Ma or Its: CEO Dated: l z- l0 Dated: APPROVED AS TO FORM: J-- ---� � — j � i . I i By � �� GiNAL �, Roger A. Lubovich, City Attorney �+ n Q` � L�1� I � � R:\Legal\Legal\Files\Curcent Active Files�Pacific Avenue Plaza\lst Amendment to REPSA.doc 1 08 14:27 FAX 208 �40 8897 W O„LFSTO jYE PANCHOT & BLOC I� 002 � .. __ .---- ,...�--�' � roo��► tn.�n Servin the Northwest for Ov�er 7 Years � (,eon L WOIIeA0t1e STANIEY G. BAKUN ANDREIN C. RAPP (t81C-1981) y KENN6THA.8LOCM STiVENN. �035 Carl P. JB�en ROBERT L. DiJUL�O EDWIN d. K'C�OOWARD FbWARO (��`�l � L1rNN P�tlr, 3ARKE�, 0� Couruei �"�,�'� WOGFSTONE PANCHOT & BLOCH ouo�rP�c�+oT �c�.�� Ps..ac�,�+ Re (ynwM Z0001 � �(�I)Mt1A�S III, L11t KEVIN MIC�►B. PAUUCH JAM �801+tfi4�a O 91w June 1 S, 2010 i� -�+�• �,:�-� � ��,� � � �� Vtafarsimile a�t (360)473-5883 d� (360) 698-7509 s�-- � � �� `� r_-� � --�, � ��.;.� � . city of Bremerton ,�I �N 1� 2U10 c% Roger Lubovich, Ciry Attomey 9 ,,, ;� 345 6'" 5treet, Suite 600 .�:' � =�'��""�?�'�t�a � Bremerton, WA 98337 �3�! �;�#��g��y'-� ;�}�,;'s �: �, Lawyers Title Insurance Corporation c% Kathy A. Brown 9616 Levin Road NW Silverdale, WA 98383 RE: Request for t6irty (30) day eitensiou of the Closing Date Undsr the Real Estate Pnrc6ase and Sak Agreement with Earnest Money Provision between t6e City of Bremerton aiad 190 PaciBc Avenue LLC (6ereinat�er "190 Pacific Ave. PSA"). Retcrcnce Na: MM — 203�►393 - KAB Dear Mr. Lubovich and Ms. Brown, As provided in� Section 9 of the 190 Paci�ic Ave. PSA referenced above, the Huyer, 190 Pacific Avenue LLC, hereby provides written notice to extend the Closing Date for thirty (30) days. Given this notice, the new Closing Date shall be Jul 0: �urther, the Buyer has yet to receive a title report that reflects the legat description in 190 Pacific Ave. PSA. It is the Buyera understandiag that the lot line adjustmeats being made by the City of Bre�merton have yet W be recorded so a title report for Buyer's examination and review for objections has yet to ba p�+epared. °' Please contact me immediately with any concerns regarding this letter. Thank you. � �� y r��► � iCENNETH A. BLOCH Wolfstone, Panchot Bt Bloch, P.S., Inc. KAH; jr 1111 Third Avenue Suite 1800 Seattle, Washington 98101 ' (206� 6g2-3840 FAx� (206) 340-8837 www.wpbiaw.com REAL ESTATE PURCHASE AND SALE AGREEMENT WIT�I EARNEST MONEY PROVISION This Agreement is entered between the C1TY OF Bi2EMERTON, a Washington municipal corporation ("Seller"), and 1.90 PACTFIC AVENUE LLC, a Washington limited liability corporation ("Buyer"), for the sale and purchase of real property as follows: 1. AGREEMENT TO SELL. 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 190 Pacific Avenue, Bremerton, Washington {the "Property" or "Premises"), and which Property is legally described in Exhibit A, attached hereto and incorporated herein by this reference. A map indicating the location of the Property is also attached as Exhibit B, incorporated herein by this reference. 2. EARNEST MONEY. Within five (5) business days of mutual execution of this Agreement, Buyer shall deposit FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) as earnest money and part payment on the purchase price for the Property with Lawyers Title Insurance Corporation, ("Escrow Agent") whose address and telephone number is 9619 Levin Road NW Silverdale, Washington 98383, (360 692-4556). 3. PURCHASE PRICE. The total purchase price for the Property is NTNE HUNDRED TEN THOUSAND AND NO/100 DOLLARS ($910,400.00), including eamest money, payable on closing. 4. CONDiTIONS TO BIJI'ER'S OBLIGATIONS. Buyer's obligation to close the transaction in addition to any and all other applicable conditions set forth in this Agreement, shall be subject to the satisfaction of each of the following conditions, any one or more of which may be wa.ived by Buyer in writing: (a) Seller shall have complied in all material respects with all obligations and covenants required by the Agreement to be complied with by Seller as of the Closing Date; (b) The representations and warranties of Seller contained in this Agreement, including without limitation those set forih in Section 13 hereof, shall have been tcue in all materia! respects when made, and shall be true in all material respects on the Ciosing Date; (c) At Closing, there shall be no materially significant undisclosed or unpaid bills or claims regazding or relating to the Premises, izicluding without limitafiion, any undisclosed or unpaid bills or claims in connection with the construction of any improvements on the Premises following the Effective Date, or in connection with any repair of the Premises or the improvements thereon, except those as may be caused or incurred by Buyer in preparatian for purchase of the Property; REAL ESTATE PURCHASE AND SALE AGREEMENT 190 Pacific Avenue Page 1 of 10 0 � (d) All real estate taxes, assessments and municipal charges of any and every kind and description affecting the Premises, shall be paid in full tluough the Closing Date; (e) Seller maintains and shall continue to maintain until Closing all insurance on the Premises carried by Seller on the Effective Date of this Agreement; (� No condemnation or similar action or proceeding shall have been instituted, nor to tk�e best o� Seller's knowledge, threatened, against the Premises or any portion thereof; (g) Except as to those approved by Buyer, Seiler shall have terminated each and every lease on or affecting the Premises, and the Premises shall be vacant of all tenants, andSeller shall have exclusive and unencumbered possession of the Premises and every part thereof; (h) To the best of Seller's knowiedge, neither the City of Bremerton, Kitsap County, nor the State of Washington, nor any other governmental or quasi-govemmental entity, agency or governing body with jurisdiction over the Premises shall have provided any notice of its intention to, has thureatened to, or has taken any action by which access to the Premises and/or the sunounding areas shall be changed from that which existed as of the Effective Date; (i) To the best of Seller's knowledge, no govemmental, quasi-governmental or non- governmental entity, agency or goveming body with jurisdiction over the Premises shall have provided any notice of its intention to, has threatened to, or has taken any action to designate the Premises, or any portion thereof, as "wetlands" or other similar designation. Seller shall use its best efforts to cause all of Buyer's conditions to Closing to be satis�ed by the Closing Date. If any of Buyer's conditions to Closing have not been materially satisfied or waived by Buyer in its sole discretion by the scheduled date of Closing (as extended hereby, if applicable), Buyer shall have the right to either (i) terminate this Agreement and require the retum of the Eamest Money, or (ii) extend the Closing Date for up to thirty (30) days to allow Seller an opportunity to satisfy all such conditions to Closing. 5. CONTINGENCIES. This Agreement is contingent upon: (a) Acceptance of this Agreement's terms by the Bremerton City Council. (b) Buyer's review and approval of the title report on the property prior to Closing, per Section 7 herein. (c) Buyer's review and approval of Seller's street vacation, boundary line adjustment and property line reconfiguration as set forth inExhibit B. Buyer wnderstands and Seller acknowledges that said boundary line adjustment and property line reconfiguration, as proposed, will result in a new pazcel, Pazcel 2 as shown in Exhibit B, which Seller will develop, open and maintain as a REAL ESTATE PURCHASE AND 3ALE AGREEMENT 190 PacificAvenue Page 2 of 10 public plaza. (d) Inspection ContingencY This Agreement shall terminate if Buyer gives written notice to Seller within forty-five (45) days of the Effective Date {the "Inspection Period") stating that Buyer desires, in Buyer's sole and absolute discretion, to terminate this Agreement. If such notice is not timely given, the "Inspection Contingency" stated in this Section 5 sha11 be deemed to be waived and satisfied. At any time during the Inspection Period, Buyer shal) have the right to terminate this Agreement, in its sole and absolute discretion, by providing written notice to Seller, in which case Eamest Money will be immediately returned to Buyer. Buyer agrees to conduct its £easibility study at its sole cost and expense; {i) During said Inspection Period, Buyer and its agents and consultants shall have the right to enter upon the Premises upon reasonable notice. 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, etc.). Buyer shall notify and coordinate with Seller any on-site activity and the extent of such activity on the Property. Buyer may conduct investigations, tests, studies and inspections of the Premises and every part thereof, as are deemed necessary or desirable by Buyer in Buyer's sole and absolute discretion, to evaluate Buyer's proposed purchase of the Premises, including, without limitation: engineering and structural inspections of the Premises and all improvements and systems thereon; soil and groundwater sampling, and environmental investigations, including a Phase II investigation; a review of zoning and land use regulations affecting the Premises; a review and inspection of all current and proposed utilities (including, without limitation, plumbing, sewer and electrical) and their adequacy to serve the Premises for Buyer's intended use; the adequacy of access to and from the Premises; investigations to determine the iikeiihood of Buyer obtaining all necessary pernuts and approvals for its intended use of the Premises; and the economic feasibility of Buyer's intended use and financing of the Premises. Buyer acknowledges that Seller provided Buyer with a Phase I environmental report for the Property prepared by Premier Environmental Services Inc. dated December 2009 which was provided to Seller by the Federal Deposit Insurance Corporation. (ii} Upon request, Seller shall make available for inspection by Buyer and its agents as soon as possible, but not later than five (5) business days after such request, all documents available to Seller relating to the Premises and all documents available to Seller relating to the ownership and operation of the Premises, including, without limitation: all correspondence, instruments, agreements, contracts, books, documents, records, plans, drawings, specifications, brochures, pernuts, licenses, registrations, consents, approvals and authorirations concerning the Premises; all statements for real estate taxes, assessments, and utilities; service contracts, plans, specifications, permits, drawings and surveys; all documents relating to litigation and/or REAL ESTATE PURCHASE AND SALE AGREEMENT I90 Pactftc Avenue Page 3 of 10 approvals of and for the Premises and all applications, approvals and permits, and all conespondence (other than attorney-client communications), regorts or plans referenced therein; agreements including, without limitation, developer's agreements, utility agreements, easements and off-site improvement agreements; engineering plans and concept plans; title insurance policies and commitments; all surveys of the Prernises, including without limitation outbound and topograpluc surveys; all environmental documentation in the possession or under the control of Seller conceming the Premises or its environs, including without limitation, Phase I and Phase II reports or any other environmental plans, reports and sampling results and any correspondence or other documentation to or from any govemmental or quasi-governmental authority or agency; geotechnical studies; and any other documents reasonably requested by the Buyer and/or its professionals. Notwithstanding the foregoing, in no event shall Seller be required to provide copies of any documents to Buyer that are subject to the attorney client privilege or that consist of bids or contracts submitted to Seller by any other developer. Should Seller be unable to produce such information within the five (5) business days requested, Seller shall make it best effort to produce the information as soon as possible thereafter and Buyer will cooperate with Seller by prioritizing the information needed and allowing for phased review of the information if necessary. (iii) Title satisfactory to Buyer in accordance with Section b herein. (iv) Dili�ence. Buyer agzees to use reasonable diligence and act in good faith in pursuit of the satisfaction of the Inspection Contingency. (v) Seller to Cooperate. In connection with the satisfaction of the Inspection Contingency, Seller, without chazge to Buyer but without assuming any financial obligation, agrees to fully cooperate with Buyer and execute all applications, confirmations and other documents necessary to permit Buyer to satisfy all conditions of the Inspection Contingency. In the event Seller shalt fail to cooperate, which results in or causes delay in the satisfaction of the lnspection Contingency set forth herein, Buyer shall deliver written notice to Seller stating specific examples of the claimed failure to cooperate. Buyer shal] then be allowed to extend the Inspection Contingency period for a time period equal to the period of the delay which shatl begin as of the date of notice to Seller and shall be without cost to Buyer. Should any of the contingencies in this Section S not be met within forty-five (45) days from the date of mutual acceptance of this Agreement, (except when extended per Section 9 or except if waived for faiture to provide timely notice as required in subsection 4(d) above) then this Agreement shall terminate and neither Buyer nor Seller shall have any further rights, duties or obligations hereunder, except that the Earnest Money held in escrow shall be immediately retumed to Buyer. REAL ES1'ATE PURCHASE AND SALE AGREEMENT 190 Pacific Avenue Page 4 of 10 6. CONVEYANCE AND CONDITION OF TITLE. The title to the real property shall be conveyed by Seller to Buyer at closing by Statutory Warranty Deed, free and clear of all liens, encumbrances or defects. 7. TITLE INSURANCE. Within five (5) days of the Effective Date, Seller shalt cause Lawyers Title Insurance Corporation, whose address and telephone number is 9619 Levin Road NW Silverdale, Washington 98383, (360 692-4556), to issue a standard form owner's policy of title insurance to Buyer in an amount equal to the total purchase price of the Property. The cost of this policy shall be paid from Seller's funds at Closing. If an extended coverage owner's policy is requested by Buyer, then Buyer shall pay the increased costs associated with that policy including the excess premium over that charged for a standard coverage policy, and the cost of any survey required by the title insurer Within fifteen {15) days of the Effective Date, Buyer shall notify Seller, in writing, of Buyer's objection to any title exceptions set forih in such report of title or in any amendments thereto. Seller shal! then have a ten (10) day period after such notice to cleaz or remove the exceptions objected to by Buyer to the satisfaction of Buyer and the Title Company. In the event Seller is unable or unwilling, within ten (10) days, to remove all of the exceptions objected to by Buyer and deliver title as required herein, Buyer shall have the right either to accept such title as Seller is abie to convey, with proportional abatement of the Purchase Price, or to temunate this Agreement in which case the Note shall immediately be returned to Buyer. 8. CLOSING COSTS AND PRO-RATIONS. The cost of escrow shall be shared equally between Buyer and Seller, except those fees which are expressly limited by Federal Regulation. Seller shall pay for excise tax and revenue stamps as applicable. Taxes for the current year, rents, interest, water and other utility charges, if any, shall be pro-rated as of date of closrng unless otherwise agreed. 9. CLUSTNG OF THE SALE. With ihe understanding that time is of the essence for this agreement, this sale sha�l be closed by June 30, 2Q10 {"Closing Date") which shall also be the termination date of this agreement; provided, however, that Buyer shall be entitled to one(] ) thirty (30) day extension of the Closing Date, which rnay be exercised by providing written notice to Seller and Escrow Agent five (5) days prior to the Closing Date. When notified, the Buyer and Seller will deposit, without delay, in escrow withLawyers Title Insurance Corporation all instruments and monies required to complete the transaction in accordance with this agreement. Closing, for the purpose of this agreement, is defined as the date that all documents are executed and the sale proceeds are available for disbursement to the Seller. At Closing, Seller shall deliver the following documents: (a) Statutory Warranty Deed for conveyance of the Premises subject only the exceptions permitted by Buyer pursuant to Section 3 hereof and subject to REAL ESTATE PURCHASE AND SALE AGREEMENT 190 P�cific Avenue Page 5 of 10 Buyer's approval. � {b) A closing statement showing the applicable closing adjustments, duly executed by the Seller; (c) Seller shall execute any and all other documents reasonably required by Buyer, the Ti#le Company and/or Buyer's mortgage lender to complete the within transaction. 10. FIR.PTA-TAX WITHHOLDING AND CLOSING. The closing agent is instructed to prepare a certi�cate that Seller is not a"Foreign person" within the meaning of the Foreign Investment in Real Property Tax Act. Seller agrees to sign this certificate. 11. CASUALTY LOSS. If prior to closing, improvements on said premises shall be destroyed or materially damaged by fire or other casualty, this agreement, at option of the Buyer, shall become null and void. 12. PUSSESSION. Buyer shall be entitled to possession on closing. 13. SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and warrants to Buyer the following: (a) Seller is the sole owner of the Premises, and Seller and its representative executing this Agreement have the full power to enter into, execute, deliver and perform this Agreement and all agreements and documents contemplated hereby. The execution, delivery and performance by Seller of this Agreement and all other documents and instruments contemplated hereby does not and will not violate or conflict with any provision of any organizational documents of Seller; (b} Seller has not entered into any other contract or letter of intent to sell or encumber the Premises or any part thereof. Seller will not, between the Effec#ive Date and the Closing Date sign any other contract or letter of intent related to the sale of the Premises (or any part thereo fl or commence or continue any negotiations regarding the sale of the Premises to any party other than Buyer; {c) To the best of Seller's knowledge, no judgments, liens, actions, or litigation proceedings of any sort are pending against Seller with regard to the Premises in any court, and Seller is not threatened with any suit, action, arbitration or administrative proceeding regarding the Premises; (d) Except as shown on the title report, to the best of Seller's knowledge, there exist no tax or vendor liens against the Premises or any portion thereof; (e) There are not now and will not be at Closing any unpaid charges, debts, liabilities, claims or obligations arising from the construction, occupancy, ownership, use or operation of the Premises by Seller that could give rise to any mechanic's or materiaiman's or other statutory lien REAL ESTATE PURCHASE AND SALE AGREEMENT 190PactficAvenue Page 6 of 10 against the Premises or any part thereof, and any such debts, liabilities, claims and obligations shalt be removed by Seller prior to Closing by payment of money, appropriate bond or indemnification satisfactory to the Title Company and Buyer, and so as to permit the deletion af any such claim from any title insurance policy to be issued to Buyer; (� There is no pending, nor, to the best of Seller's knowledge, threatened condemnation or similar proceeding affecting the Premises or any part thereof, and Seller has received no notification that any such proceeding is contemplated by any governmentai authority; (g) There are not now and to the best of Seller's knowledge, there will not be at the time of Closing any outstanding notices of violations issued by any governmental authority having jurisdiction over the Premises wherein the Premises are alleged to be in violation of any applicable law, ordinance, rule or regulation of any kind or variety, nor of any ozdinance, rule or regulation of any governmental agency, and to the best of Seller's knowledge there are no conditions which are or may be in viotation of any laws, ordinances, rules or regulations of any governmental authority having jurisdiction over the Premises. Seller agrees that as to any such notices which aze in existence or which arise subsequent to the Effective Date and prior to the Closing Date, Seller will be responsibie for complying with such notices at Seller's sole cost and expense prior to the Closing Date; (h) There are no third party contracts, including employee contracts or brokerage commission agreements, to which the Premises are a party or subject to by Seller to which Buyer would be obligated following Closing; (i) There are no tenants on the Premises, Seller has exclusive possession of the Premises, and no portion thereof has been leased by Seller, nor has any other possessory interest been assigned, sold or otherwise conveyed to any third pariy by Seller except as disclosed by Buyer in writing within twenty (20) days of the Effective Date of this Agreement; (j) Selier will maintain the Property in present or better condition until time of agreed possession. All of the above representations and warranties are made effective on the Effective Date and. on the Closing Date. All representations and warranties made by Selier in this Agreemeni are material and shall survive Closing. 14. SELLER'S ENVIRONMENTAL REPRESENTATIONS. Seller makes no representations as to the environmental condition of the property. This provision shall survive closing. Buyer acknowiedges that Seller provided Buyer with a Phase I environmental report for the Property prepared by Premier Environmental Services Inc. dated December 2009 which was provided to Seller by the Federa) Deposit Insurance Corporation. 15. CONDITION OF PROPERTY. As partial consideration for the purchase of the Property, Buyer purchases the property and improvements "as is". This provision shall survive closing. REAL ESTATE PURCHASE AND SALE AGREEMENT 190 Pacific Avenue Page 7 of 10 16. DEFAULT AND ATTORNEY'S FEES. (a) Buyer's Default. If Buyer defaults hereunder, Seller shall be entitled to terminate this Agreement and Seller's sole remedy shall be limited to damages against Buyer in the liquidated amount of the earnest money previously paid the Buyer. Buyer and Seller intend that said amount constitutes liquidated dannages so as to avoid other costs and expenses to eithez party in connection with potential litigation on account of Buyers' default. Buyer and Seller believe said am.ount 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: (i} Specific performance of this Agreement against Seller; and (ii} Terminating this Agreement by written notice delivered to Seller on or before the Closing Date; and (iii) the retum to Buyer of the earnest money. 17. BROKERS FEES/COMMISSIONS. Buyer agrees to indemnify, defend and hold harmless Seller with respect to any claim by any person or entity claiming through Buyer to be entitled to a commission with respect to the transaction contemplated by this agreement. 18. NON-MERGER. The terms, conditions, and provisions of this Agreement shall not be deemed merged into the deed, and shall survive the Closing and continue in full force and effect. 19. NOTICES. All notices required or permitted to be given hereunder shall be in writing and shall be sent U.S. certified mail, return receipt requested, or by facsimile transmission addressed as set forth below: (a} All notices to be given to Seller shall be addressed as follows: Mayor City of Bremerton 345 6th Street, Suite 600 Bremerton, Washington 98337-1873 (b) All notices to be given to Buyer shall be addressed as follows: Ken Bloch l 9Q Pacific Avenue LLC cJo Wolfstone, Panchot & Bloch, P.S., Inc. 1111 Third Avenue, Suite 1800 Seattle, WA 98101 Fax: (206) 340-8837 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 REAL ESTATE PURCHASE AND SALE AGREEMENT 190 Pacific Avenue Page 8 of 10 such notice is mailed in accordance with this paragraph. 20. ASSIGNMENT. Buyer may, without the Qrior written consent of Seller, assign Buyer's rights hereunder to any corporation, partnership, Iimited liability company or other legal entity. 21. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Washington. The venue of any suit arising pursuant to the terms of this Agreement shall be in the Superior Court of Kitsap Count�, Washington. 22 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. No amendment or modification hereof shall have any force or effect unless in writing and executed by all parties. 23. 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 shatl survive the closing of this transaction. 24. DATE OF MUTUAL ACCEPTANCE. For the purposes of this Agreement, the date of mutual acceptance of this Agreement sha11 be the last date on which the parties to this Agreement have executed this Agreement as indicated below ("Effective Date"). 25 COUNTERPARTS. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. SELLER: BUYER: THE CITY OF BREMERTON 190 PACIFIC AVENUE LLC ARGU RO �P, TD., Manager i � By: $ ��. � onald Sher Patty Lent, yor Its: CEO Dated: -� a� � � Dated: �� d APPROVED AS TO FORM: REAL ESTATE PURCHASE AND SALE AGREEMENT 19D Paciftc Avenue Page 9 of 10 By: Roge . Lubovich, City Attorney P:1FileslPacificAvenuePlaza\ urchaseandSaleAgreement-190 LLC4-28-IO.doc REAL ESTATE PURCHASE AND SALE AGREEMENT 190 Pacific Avenue Fage 10 of 10 Lots 4, 5, 6, and 7, Block 9 of the Plat of the Town of Bremerton as recorded in Volume 2, of plats, Page 30, records of Kitsap County, Washington, situate in Government Lot 3, Secdon 13, Township 24 North, Range 1 East, W.M, Kitsap County, Washington; Together with the northerly 6 feet of Lot 3; Together with the vacated 14 foot wide aliey lying to the east of said Lots. EXHIBIT A Lots 4, 5, 6, and 7, Block 9 of the Piat of the Town of Bremerton as recorded in Volume 2, of piats, Page 30, records of Kitsap County, Washington, situate in Government Lot 3, Section 13, Township 24 North, Range 1 East, W.M, Kitsap County, Washington; Together with the northerly 6 feet of Lot 3; Together with the vacated 14 foot wide alley lying to the east of said Lots. . . �� -� � � .�. �. � __1___ -�. � � _ � 2/7 d _/�E�e t r --� � -i- ; 1 � � i � j I 8 I9 I ra , �: G�7�G�nrat F,.a 7 tt n ppa°OSED ( ro7 tw£5 p, ERTY L ! _ � I 5 ` � �I (F�T UN£ Fr I , � � - � � , ,/ ' �a��r � ?�nrJ � �'i.I�Oi►I�6� i �� _ � � � � A � � i ��i � o�_� �� . I :' BOUNDARY LINE ADJUSTMENT � � �-;L� � ' PORTION OF BLOCK 9 I • � � <£X,ST aFCPFRiYLINCS � � ' PLAT OF THE TOWN OF BREMERTON ~ _�I •'` . i�7G0� -- - 9 �� 26 ?5 �• I:3 � 7 \ 6.00r � %- f� i � 3 Rc �� B I RG6 I � � � � �- - ---�-! � P . 5 � � SEC.13 & 24,T.24N.,R.1E,W.M. W ,. I � I 2 �t� P p, R�E �� E I I , ,3 � 3 � �. v� � ' S.'rCAC�.Y{ tJ � - � ' ' "' , Y � �ec -ra�r l <d -- � � L --� '� I i i _ — �— I ._2_ CITY OF BREI�ERTON — — 03/10– G.F./S.J. � s t S tre e t �