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Home My WebLink About5090 ,r Contract Number: 5090 Vendor: LORAX PARTNERS, LLC Subject: Real Estate Contract & Security Agreement Department: Econ Devel File Class: LEG 12 -1 Begin Date: 8/2/2010 End Date: Review Date: 6/30/2012 Vault Date: Comments: Terminates when property closes; Amendment No. 2 12/11/12; Amendment No. 3 3/29/13; Amendment No. 4 4/11/13; Satisfaction of Contingencies 5/15/13 SATISFACTION OF CONTINGENCIES The contingencies of sale as set forth in Section 4 of the Amendment No 2 to Real Estate and Purchase Agreement between the City of Bremerton and Lorax Ventures, LLC are hereby satisfied as follows 4 CONTINGENCIES OF SALE OF RESIDENTIAL PAD TO BUYER The sale of the Residential Pad to Buyer is contingent upon the following i Due to recent changes to this Amendment No 2 since City Council approval, this Amendment No 2 is subject to re- approval of the City Council Amendment No 2 was re- approved by Cary Council on January 16, 2013. ii Establishment of a legal description for the Residential Pad with appropriate access for utilities and infrastructure as well as the use of area for lobbies, elevators, trash room, mechanical/electrical rooms and other necessary space to complete the intent of the apartment pad development as mutually agreed upon by Buyer and Seller Established, reviewed and approved by Buyer as set forth in Exhibit A Site Plan is attached as Exhibit A -1 iii Agreement as to parking arrangements for residents of the Residential Pad and agreement for staging area within the parking garage and/or other areas for construction of the residential structure. Residents will be able to purchase monthly parking passes, on a space available basis, on levels P -3 and P -4 in the Park Avenue Parking Garage or other City facilities pursuant to City policies The parties agree to construction staging as set forth in Exhibit B hereto IV. Buyer's review and approval of the title report on the Property prior to Closing Waived and satisfied subject to concerns that may be raised by lender at which time this contingency will be re- opened V Currently the City of Bremerton has installed a temporary sign above the entrance to the parking garage under the Residential Pad off Burwell Avenue The Buyer and Seller will mutually agree on the design, construction and installation of the new signage to the garage This subsection does not bind the city to pay for a new sign This contingency shall survive closing Since this contingency survives closing it is satisfied for purposes of closing the purchase and sale transaction 1 REPSA Satisfaction of Contingencies — Residential Pad CITY OF BREMERTON LORAX VENTURES, LLC By By Patty Le , ayor Its Dated U �— /J` /3 Dated By Its Dated APPROVED AS TO FORM By Roger A Lubovich, ity Atto R \Legal\Legal\Fdes \Current Active FIIesTark Avenue Plaza\Lorax\REPSA - Satisfaction of Contingencies docx 2 REPSA Satisfaction of Contingencies — Residential Pad CITY OF BRENII';RTON LO , LLC By: By u. Patty Lent, P#or Its A Ff2 Dated• 1-.3 Dated. 5/11 By- Its: Dated - APPROVED AS TO FORM. By. Roger A Lubovich, lty A R U.egallLegal dcs\Curmw Active FilcAPark Avenue Plaaal(.omx%REPSA - Satufacdon of Cmhopnoes do= 2 REPSA Satisfaction of CondAgencies — ResidenW Pad EXHIBIT A A. AIR SPACE LEGAL DESCRIPTION FOR EXISTING APARTMENT PAD ABOVE P- 5 LEVEL (Approximate elevation of existing pad at 49.0 to 50.0' NAD 88) A portion of Block 14 and the east half of the vacated portion of Park Avenue (formerly Dock Street) of the Plat of the Town of Bremerton, as recorded in Volume 2, of plats Page 030, records of Kitsap County, Washington, situate in Government Lot 3, Section 13, Section 24, Township 24 North, Range 1 East, Willamette Meridian, Krtsap County, Washington more particularly described as follows, Beginning at monument in case at the intersection of Park Avenue and Burwell Street, thence N1 °37'00 "E 280 11 feet to an existing monument in case at the intersection of Park Avenue and 4 01 Street, thence along the centerline of said 4 01 Street, S88 °24'41 "E 122 11 feet, thence leaving said centerline, S1 °40'09 "W 30 9 feet to the outside edge of an existing concrete wall, thence leaving said outside edge, S1 °35'04 "W 25 38 feet, thence S88 °24'56 "E 8 46 feet, thence S1 °35'04 "W 7 04 feet, thence S88 0 24 1 56 11 E 9 29 feet,- thence S1 0 35'04 "W 0 83 feet, thence N88 0 24'56 "W 0 42 feet, thence S1 °35'04 "W 79 25 feet to a point being 3 5 north of the south line of the vacated alley in said Block 14, thence parallel with said south line S88 0 24'56 "E 108 92 feet to its intersection with the theoretical grid line L as shown on the contract plan set for City of Bremerton Park Avenue Plaza dated August 16, 2010 being the True Point of Beginning, , thence S88 0 24'56 "E 191 17 feet, thence S1 °35'04 "W 6 17 feet, thence S88 0 24'56 "E 38 17 feet, thence S1 0 35'04 "W 54 17 feet, thence N88 °24'56 "W 70 83 feet and also known as Point `A', thence N1 0 35'04 "E 2 17 feet, thence N88 0 24 1 56 11 W 102 67 feet, thence S1 0 35'04 "W 2 17 feet, thence N88 0 24'56 "W 55 83 feet, thence Nl °35 11 E 60 33 feet to the True Point of Beginning Consisting of +/- 13,379 sq ft B. TOGETHER WITH EXCLUSIVE EASEMENTS AS OUTLINED BELOW: 1. EASEMENT FOR LOBBY & ASSOCIATED IMPROVEMENTS AT P -4 LEVEL (ELEVATION 40.3 to 49.5) Begin at the above described Point `A', thence N1 °35'04 "E 19 79 feet, thence S88 0 24'56 "E 33 32 feet, thence S1 °35'04 "W 19 79 feet, thence N88 °24'56 "W 33 32 feet, to said Point `A' Consisting of +/- 660 sq ft 2. EASEMENT FOR LOBBY AND ASSOCIATED IMPROVEMENTS AT P -3 LEVEL (ELEVATION 31.7 to 40.2') Begin at the above described Point `A', thence N1 °35'04 "E 2 17 feet, thence N88 0 24'56 "W 25 17 feet, thence NI °35'04 "E 17 63 feet, thence S88 °24'56 "E 55 15 feet, thence S1 °35'04 "W 19 79 feet, thence N88 0 24'56 "W 29 99 feet to said Point `A' Consisting of +/- 1,036 sq ft 3. EASEMENT FOR ELECTRICAL ROOM AND ASSOCIATED IMPROVEMENTS AT P -3 LEVEL (ELEVATION 31.7' to 40.2') EXHIBIT A — PARK AVENUE PLAZA GARAGE AND APARTMENTS Page 1 of 2 Begin at the above described Point `A', thence S88 °24'56 "E 31 17 feet, thence S1 °35'04 "W 17 00 feet, thence N88 °24'56 "W 15 92 feet, thence N1 °35'04 "E 6 50 feet, thence N88 °24'56 "W 9 08 feet, thence NI °35'04 "E 10 50 feet to said Point `A' Consisting of +/- 366 sq ft 4. EASEMENT FOR ELEVATOR PIT AND ASSOCIATED IMPROVEMENTS AT P -2 LEVEL (ELEVATION 23.2' to 31.7') Begin at the above described Point `A' , thence S88 0 24'56 "E 9 33 feet, thence N1 °35'04 "E 18 58 feet, thence S88 °24'56 "E 9 50 feet, thence S1° 35'04 "W 18 58 feet, thence N88 24'56 "W 9 50 feet to said Point `A' Consisting of +/- 177 sq ft 5. UTILITY EASEMENTS FOR ELECTRICAL, TELECOMMUNICATIONS, CABLE, NATURAL GAS, SANITARY AND STORM SEWERS, AND WATER CONNECTIONS ARE NEEDED TO SUPPORT THE APARTMENTS. The majority of the'utility systems have been previously installed into the structure, but for a complete and functioning system the systems will require some additional work Design and routing of all utilities has not been finalized 'Routing of these utilities will be done to not impact overhead clearance for existing parking stalls or travel routes for cars These utility easements are to encompass the existing and future conduits, pipe, and equipment for a complete and functioning system and reasonable access for maintenance and construction over, through and upon the City property to the apartment pad C. TOGETHER WITH NON - EXCLUSIVE EASEMENTS AS OUTLINED BELOW: 1. SHARED VERTICAL EXIT ELEMENT (EAST AND WEST STAIR) BETWEEN GARAGE AND APARTMENT AT P -4 LEVEL (ELEVATION 40.2' to 49.5') Begin at said Point `A', thence S88 °24'56 "E 10 00 feet, thence SI °35'04 "W 17 00 feet, thence N88 0 24'56 "W 10 00 feet, thence N1 °35'04 "E 17 00 feet to said Point `A' Consisting of +/- 170 sq ft 3. SHARED VERTICAL EXIT ELEMENT (EAST AND WEST STAIR) BETWEEN GARAGE AND APARTMENT AT P -3 LEVEL (ELEVATION 31.7' to 40.2') Begin at said Point `A', thence S88 0 24'56 "E 15 08 feet, thence SI °35'04 "W 17 83 feet, thence N88 0 24'56 "W 15 08 feet, thence N1 0 35'04 "E 17 83 feet to said Point `A' Consisting of +/- 270 sq ft R \Legal \Legal\Files \Current Active FIIesTark Avenue Plaza\Lorax\REPSA Exhibit A - Legal doc I EXHIBIT A — PARK AVENUE PLAZA GARAGE AND APARTMENTS Page 2 of 2 - - --------------------------' ----------- - ----- '-- -'------- ------- ' ' - , ' ' 26-V T t , i V , 3 � � M h • T t{ 4 Zb �' 26'•8' Y•-6 1GE I 441 ED ' �F-V�L �1l,�Vi "D�5 A�A�'rM� yTAI� uP i cs s T T a ■ r r s u v 36-8 26-8` 36' —t! 36 -8 ;Zb-8' 36-8 6ARAf. E !� /F�07 B x 1T tT "a 5T SLAB EDGE 11 ALTERMATMO E 7 7REAQ SMAIR UP TO LEVEL F 5 s t R 10 AFB IoW -ti-rAf-057 CAP Et arrglt'tL coNvutl"'S EXHIBIT B USE OF PARK AVE PLAZA GARAGE FOR CONSTRUCTION OF APARTMENT 1 Temporary use of Park Ave Plaza garage for construction of apartment will affect the following areas of the parking structure for the duration of the construction phase of the Apartments (approximately 40 weeks) a P -3 Level — construction of lobby, maintenance room and electrical room will require area east of Grid R (drive lane and parking areas north and south of drive lane) b P -4 Level — construction of improvement at this level and staging for apartment above will take entire level The following areas of the Park Ave Plaza garage will require some temporary use during the construction of the Apartments c P -2 Level — building of elevator pit between Grids S and Grid T south of drive lane (duration about 5 weeks) d P -2 Level — installation of utilities (sanitary sewer, domestic water meter, water line, and fire sprinkler line) will effect parking south of drive lane between Grid M and Grid V (duration about 5 weeks) e P -3 Level - installation of vertical sanitary sewer adjacent to Grid N will effect two parking stalls south of drive lane (duration about I week) f P -3 Level — modification of west stair enclosure adjacent to Grid L will effect one parking stall north of drive lane (duration about 3 weeks) R \Lega1\Lega1\Files \Current Active Files\Park Avenue Plaza\Lorax \Construction Staging 5 -15 -13 docx Contract Number. 5090 Vendor LORAX PARTNERS, LLC Subject Real Estate Contract & Security Agreement Department Econ Devel File Class: LEG 12 -1 Begin Date 8/2/2010 End Date Review Date 6/30/2012 Vault Date Comments. Terminates when property closes, Amendment No 2 12/11/12, Amendment No. 33/29/13, Amendment No. 4 4/11/13 AMENDMENT NO.3 REAL ESTATE PURCHASE AND SALE AGREEMENT This Amendment No. 3 to Real Estate Purchase and Sale Agreement is entered between the CITY OF BRE IERTON, a Washington municipal corporation ( "Seller "), and LORAX VENTURES, LLC ( "Buyer") as follows: WHEREAS, the parties entered into a Real Estate Purchase Agreement ("Agreement") where the Seller agreed to sell and the Buyer agreed to purchase certain air space pads on property commonly known as Park Avenue Plaza; and WHEREAS, concurrently with the approval of Amendment No. 2 to the Agreement the City Council authorized the Mayor to extend the date for which contingencies must be meet, and WHEREAS, the parties wish to extend the date for which contingencies must be meet from April 1, 2013 to April 13, 2013; NOW THEREFORE, the parties agree that the date for which contingencies must be meet, described in Subsection C of the Agreement shall be amended from Apnl 1, 2013 to April 13, 2013. All other terms of the Real Estate Purchase and Sale Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. CITY O BRENERTON / LORAX VENTURES, LLC By v / By: L Patty yor Its: i' .011 _ Dated: Z / Dated- By: Its: Dated: f APPROVED AS TO FORM: B. Roger A. � Lubo � vich, City A y R.1LegALeVV8etCwwM Active FddPuk Ave= PiezA AmARUSA- AmendNo 3 doe i REPSA Amendment No. 3 - Residendd Pad AMENDMENT NO.3 REAL ESTATE PURCHASE AND SALE AGREEMENT This Amendment No 3 to Real Estate Purchase and Sale Agreement is entered between the CITY OF BREMERTON, a Washington municipal corporation ( "Seller "), and LORAX VENTURES, LLC ('Buyer ") as follows WHEREAS, the parties entered into a Real Estate Purchase Agreement ( "Agreement ") where the Seller agreed to sell and the Buyer agreed to purchase certain air space pads on property commonly known as Park Avenue Plaza, and WHEREAS, concurrently with the approval of Amendment No 2 to the Agreement the City Council authorized the Mayor to extend the date for which contingencies must be meet, and WHEREAS, the parties wish to extend the date for which contingencies must be meet from April 1, 2013 to April 13, 2013, NOW THEREFORE, the parties agree that the date for which contingencies must be meet, described in Subsection C of the Agreement shall be amended from April 1, 2013 to April 13, 2013 All other terms of the Real Estate Purchase and Sale Agreement shall remain in full force and effect IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below CITY OF BREMERTON LORAX VENTURES, LLC By By Patty L ayor Its Dated 3 Z41 t 3 Dated By Its Dated APPROVED AS TO FORM By Roger A Lubovich, City Aw y R \LegahLegaWiles\Current Active FileP ark Avenue PlazdLorax\REPSA -Amend No 3 doc 1 REPSA Amendment No. 3 - Residential Pad Leighann Denton From. Leighann Denton Sent: Monday, April 01, 2013 124 PM To: pj@(oraxpartners com Cc. Roger Lubovlch Subject: REPSA Amendment No 3 Attachments: REPSA - Amendment No 3 pdf Good afternoon PJ, Attached is Amendment No 3 to the Real Estate Purchase and Sale Agreement Please sign the Amendment, e- mail me a fully executed copy, and forward me the original at your earliest convenience If you have any questions, please do not hesitate to give Roger a call Sincerely, Leighann Denton, Legal Assistant Bremerton City Attorney's Office 345 6th Street, Suite 600 Bremerton, WA 98337 (360) 473 -2345 (360) 473 -5161 (fax) leighann dentongci bremerton wa us ATTORNEY- CLIENT PRIVILEGED COMMUNICATION This e-mail message and its attachments may contain confidential attorney work product and be subject to the attomey - client communication privilege It is intended solely for the use of the individual named above If you are not the intended recipient, or the person responsible to deliver it to the intended recipient, you are hereby advised that any dissemination, distribution or copying of this communication is prohibited If you have received this e-mail in error, please immediately notify the sender by reply e-mail and delete and/or destroy the original and all copies of the e-mail message 1 Leighann Denton From: PJ Santos <p1 @loraxpartners com> Sent. Monday, April 01, 2013 138 PM To: Leighann Denton Cc Roger Lubovich, PJ Santos, Brian Fyall Subject: Signed - REPSA Amendment No 3 Attachments: 20130401133829808 pdf, ATT109067 htm, Lorax Tag PJ 60 Mpg, ATT109068 htm Here you go Roger and LeighannI PJ i Leighann Denton From: Leighann Denton Sent- Monday, April 01, 2013 139 PM To: 'PJ Santos' Cc: Roger Lubovich, Brian Fyall Subject: RE Signed - REPSA Amendment No 3 Thanks PJ. Have a wonderful afternoon Leighann Denton, Legal Assistant Bremerton City Attorney's Office 345 6th Street, Suite 600 Bremerton, WA 98337 (360) 473 -2345 (360) 473 -5161 (fax) leighann denton&ci bremerton wa us ATTORNEY- CLIENT PRIVILEGED COMMUNICATION This e-mail message and its attachments may contain confidential attorney work product and be subject to the attomey - client communication privilege It is intended solely for the use of the individual named above If you are not the intended recipient, or the person responsible to deliver it to the intended recipient, you are hereby advised that any dissemination, distribution or copying of this communication is prohibited If you have received this e-mail in error, please immediately notify the sender by reply e-mail and delete and/or destroy the original and all copies of the e-mail message From: PJ Santos [ mailto:pjWoraxpartners.com ] Sent: Monday, April 01, 2013 1:38 PM To: Leighann Denton Cc: Roger Lubovich; PJ Santos, Brian Fyall Subject: Signed - REPSA Amendment No. 3 Here you go Roger and Leighannl PJ i AMENDMENT No. 4 REAL ESTATE PURCHASE AND SALE AGREEMENT This Amendment No. 4 to Real Estate Purchase and Sale Agreement is entered between the CITY OF BREMERTON, a Washington municipal corporation ("Seller "), and LORAX VENTURES, LLC ( "Buyer ") as follows: WHEREAS, the parties entered into a Real Estate Purchase Agreement ("Agreement') where the Seller agreed to sell and the Buyer agreed to purchase certain air space pads on property commonly known as Park Avenue Plaza; and WHEREAS, concurrently with the approval of Amendment No 2 to the Agreement the City Council authorized the Mayor to extend the date for which contingencies must be met, and WHEREAS, Amendment No. 3 to the Agreement extended the date for which contingencies must be met to April 13, 2013, however, additional time is needed to complete the satisfaction of these contingencies; and WHEREAS, the parties wish to further extend the date for which contingencies must be met from April 13, 2013 to May 15, 2013; NOW THEREFORE, the parties agree that the date for which contingencies must be meet, described in Subsection C of the Agreement shall be amended from April 13, 2013 to May 15, 2013 All other terms of the Real Estate Purchase and Sale Agreement shall remain in full force I and effect I IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. i CITY OF BREMERTON LORAX g-'arm S, LLC I i i By- BY= Patty Len r Its: j Dated- l 3 Dated By its. APPROVE S TO FORM: By- ger A Lubovich, City Attorney i R UApU,eg ffla ICw=t Active Fdesft& Avenue pkMW=w U MA -Ammd Na 4 doe 1 REM Amendment No. 4 - j Residential Pad AMENDMENT NO.4 REAL ESTATE PURCHASE AND SALE AGREEMENT This Amendment No 4 to Real Estate Purchase and Sale Agreement is entered between the CITY OF BREMERTON, a Washington municipal corporation ( "Seller "), and LORAX VENTURES, LLC ('Buyer ") as follows WHEREAS, the parties entered into a Real Estate Purchase Agreement ( "Agreement ") where the Seller agreed to sell and the Buyer agreed to purchase certain air space pads on property commonly known as Park Avenue Plaza, and WHEREAS, concurrently with the approval of Amendment No 2 to the Agreement the City Council authorized the Mayor to extend the date for which contingencies must be met, and WHEREAS, Amendment No 3 to the Agreement extended the date for which contingencies must be met to April 13, 2013, however, additional time is needed to complete the satisfaction of these contingencies, and WHEREAS, the parties wish to further extend the date for which contingencies must be met from April 13, 2013 to May 15, 2013, NOW THEREFORE, the parties agree that the date for which contingencies must be meet, described in Subsection C of the Agreement shall be amended from April 13, 2013 to May 15, 2013 All other terms of the Real Estate Purchase and Sale Agreement shall remain in full force and effect IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below CITY OF BREMERTON LORAX VENTURES, LLC By By Patty Lent r Its Dated / 3 Dated By Its Dated APPROVED AS TO FORM By ;;� JRger A Lubov>ch, City Attorney R TegalTegal\Fdes \Current Active Files \Park Avenue Plan\Lomx\REPSA -Amend No 4 doe 1 REPSA Amendment No. 4 - Residential Pad Contract Number. 5090 Vendor: LORAX PARTNERS, LLC Subject Real Estate Contract & Security Agreement Department: Econ Devel File Class: LEG 12 -1 Begin Date 8/2/2010 End Date Review Date 6/30/2012 Vault Date: Comments Terminates when property closes; Amendment No 2 12/11/12 f AMENDMENT NO.2 REAL ESTATE PURCHASE AND SALE AGREEMENT This Amendment No 2 to Real Estate Purchase and Sale Agreement is entered between the CITY OF BREMERTON, a Washington municipal corporation ( "Seller "), and LORAX PARTNERS, LLC ( "Buyer ") as follows WHEREAS, the parties entered into a Real Estate Purchase Agreement ( "Agreement ") where the Seller agreed to sell and the Buyer agreed to purchase certain air space pads on property commonly known as Park Avenue Plaza, and WHEREAS, the sale of one of the air space pads, ( "Cinema Pad "), as identified in Exhibit A of the Agreement closed on or about July 26, 2011, and WHEREAS, the parties amended the Agreement with Amendment No 1 on July 19, 2011 deferring payment of sale proceeds of $70,000 ( "Deferred Payment ") to Buyer relating to the sale of the Cinema Pad, and WHEREAS, the parties desire to enter into Amendment No 2 relating to the air space pads to be sold to delete certain air space pads from the Agreement leaving only the previously sold Cinema Pad and the residential air space pad to be sold pursuant to this Amendment No. 2, and further to make other related amendments, and WHEREAS, Buyer established Lorax Ventures, LLC, a new limited liability corporation, for the purpose of acquiring the residential air space to be acquire and develop pursuant to the Amendment No 2 and therefore the parties hereto agree to assign Buyers interest in said air space to Lorax Ventures, LLC, and WHEREAS, Lorax Partners, LLC and Lorax Ventures, LLC are wholly owned by the same principals, NOW THEREFORE, the parties agree as follows A. Recognizing that the sale of the Cinema Pad as contemplated in the original Agreement has closed and that the parties desire to remove other air space pads from the Agreement, excluding the Residential Pad and the Cinema Pad, Exhibit A of the Agreement is amended to read as set forth in Exhibit A -1, attached hereto and incorporated by this reference 1 REPSA Amendment No. 2 - Residential Pad B. Section 3 of the Agreement entitled "Purchase Price" is amended to read as follows 3 PROPERTY AND PRICE (a) The Seller agrees to convey to Buyer and Buyer agrees to take title from Seller the Residential Air Space Development Pad legally described in Exhibit A -1 and further identified in Exhibit B as Residential Development Pad, hereinafter referred to as ( "Residential Pad ") which sale will close by August 1, 2015 (b) It is understood that Buyer intends to acquire title and ownership of the Residential Pad for Buyer development and/or ownership Seller and Buyer shall close the sale of the pad to Buyer prior to any development of the pad. (c) Pursuant to the Agreement and Amendment 1 to Agreement, Buyer had the option to acquire and resell the Residential Pad to a third party owner but also had the option to retain ownership of the pad for Buyer development and/or ownership Upon the closing of any third party sale by Buyer of the Residential Pad, Buyer was to pay Seller fifty percent (50 %) of the proceeds from Buyers resale of the Residential Pad, or fifty percent (50 %) of the minimum value of $350,000 00, whichever is greater If the Residential Pad was not resold to a third party and Buyer gave written notice to exercise its option to retain ownership and/or develop the pad, Buyer was to pay to Seller fifty percent (50 %) of the minimum value of $350,00000 (d) The parties acknowledge that Buyer no longer intends to acquire and resell the Residential Pad to a third party owner but intends to purchase said pad for its development and/or ownership Accordingly, based on the formula set forth in subsection (b) above, Buyer shall compensate Seller at closing fifty percent (50 %) of the value of $350,000 00 minus the deferred payment as noted in subsection (e) below (e) Pursuant to Amendment No 1 entered into by and between the parties, payment of sale proceeds to Buyer relating to the sale of the Cinema Pad has been deferred until future closing of remaining air space pad(s). The deferred payment will be deducted from the City's share of sale proceeds as follows $350,000 00 x 50% _ $175,000 00 Buyer will pay Seller $175,000 00 - $70,000 00 deferred payment _ $105,000 00 2 REPSA Amendment No. 2 - Residential Pad f (f) In the event that Buyer shall not close on the sale of the Residential Pad by August 1, 2015, Buyer shall relinquish any and all interest in the Residential Pad at which time the Deferred Payment will be paid to Buyer without interest C. Section 4 of the Agreement entitled "Contingencies" is amended to read as follows 4 CONTINGENCIES OF SALE OF RESIDENTIAL PAD TO BUYER. The sale of the Residential Pad to Buyer is contingent upon the following i Due to recent changes to this Amendment No 2 since City Council approval, this Amendment No 2 is subject to re- approval of the City Council ii Agreement as to parking arrangements for residents of the Residential Pad and agreement for staging area within the parking garage and/or other areas for construction of the residential structure ill Establishment of a legal description for the Residential Pad with appropriate access for utilities and infrastructure as well as the use of area for lobbies, elevators, trash room, mechanical/electrical rooms and other necessary space to complete the intent of the apartment pad development as mutually agreed upon by Buyer and Seller iv Buyer's review and approval of the title report on the Property prior to Closing v Currently the City of Bremerton has installed a temporary sign above the entrance to the parking garage under the Residential Pad off Burwell Avenue The Buyer and Seller will mutually agree on the design, construction and installation of the new signage to the garage This subsection does not bind the city to pay for a new sign This contingency shall survive closing Should any of the contingencies set forth in this section 4(1) through (iv) not be met by April 1, 2013, then the sale of the Residential Pad contemplated herein shall terminate and neither Buyer nor Seller shall have any further rights, duties or obligations hereunder, except for payment of the Deferred Payment of $70,000, without interest, by Seller to Buyer as identified in this Amendment No 2 which payment will be made by May 1, 2013, unless said dates are extended or the contingencies are modified by mutual agreement of the parties Upon such payment, all other rights and obligations between the parties in the Agreement and this Amendment No 2 shall be deemed to have been met 3 REPSA Amendment No. 2 - Residential Pad 4 D. Seller and Buyer hereby agree that upon execution of this Amendment No 2, all interest in this Agreement and Amendment No. 2 will be assigned from Lorax Partners, LLC to Lorax Ventures, LLC All other terms of the Real Estate Purchase and Sale Agreement shall remain in full force and effect This amendment No 2 to Agreement is executed in duplicate originals IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. CITY O BREMERTON LORAX P RTNERS, LLC By - B Y Patty Le a or Its of Dated. O ` �fY Dated By AW/M F;ld& Its Zr/ Dated ACCEPTED AND AGREED TO BY LORAX VENTURES, LLC By w Its FA Npm Dated 1A 1 2 - 11-12— By Its Dated APPROVED AS TO FORM By Ro er A Lubovich, > y ttorney R \Legal \L.egal\Files \Current Active Files\Park Avenue Plaza\L.orax\REPSA -Amend No 2 - 12 -4 -12 - clean doc 4 REPSA Amendment No. 2 - Residential Pad EXHIBIT A -1 • Air Space Development Pad/Cinema Phase, 24,640± sq ft as located on Exhibit B. Said air space commences at the top deck of the City Parking Garage west section and extending to a height of forty feet (40') above the deck • Air Space Development Pad/Residential Phase, 13,550± sq ft. as located on Exhibit B Said air space commences at the top deck of the City Parking Garage east section 5 REPSA Amendment No. 2 - Residential Pad EXHIBIT B WSW En f 5tRUGflIN2 utvFANreaNr aM � i RtlOEMIW. 17lYEAMMWL�M c r � P&tq.! � •••••a••• METM7 nftmm - 7 91A1wlil MM 6 REPSA Amendment No. 2 - 9 Residential Pad Contract Number: Vendor: Sub�ect: Department: File Class: Begin Date: End Date. Review Date: Vault Date. 5090 , LORAX PARTNERS, LLC Real Estate Contract & Security Agreement Econ Devel LEG 12-1 8/2/2010 6/30/2012 Comments: Terminates when property closes T y. REAL ESTATE PURCHASE AND SALE AGREEMENT WITH EARNEST MONEY PROVISION This agreement conUrols the terms of the sale of real property. {P'lease read carefullv before si�nin�.) Th�s Agreement is entered between the CITY OF BREMERTON, a Washington mumcipal corporation ("Seller"}, and Lorax Partners, LLC , a LLC ("Buyer"), for the sale and purchase of real property as foilows l.. PR4PERTY. The property, includmg all improvements and appurtenances situated thereon, which Buyer agrees to buy and Seller agrees to sell, is commonly known to be located at Park Avenue Plaza air spaces A through E, Bremerton, Washington (the "Property"), and which Property is legally descnbed xn Exhibit A, attached hereto and incorporated herein bythis reference. A map indicahng the location of the Property is also attached as Exhibit B, mcorporated herein by this reference 2. EARNEST MONEY Rece�ved from Buyer, Promissory Nofe in the sum of FIVE THOUSAND AND NQ/100 DOLLARS ($5,400.00) as earnest money and part payment on the purchase price for the Property. 3. PURCHASE PRICE. The purchase price for the air space is as follows (a} Base pnce for all a�r space �s Three Hundred Sixty Thousand DoIlars ($360,000 00) (b) The base sale pnce shall be payable at closing. (c) It is understood that Buyer intends to sell the air space pads to th�rd party owners and/or developers but rnay opt to retam one or more pads for Buyer development and/or ownership (d) For third party resale and/or Buyer owned development the air spaces shall have the following minimum values (unless otherwise agreed in wntmg between seller and buyer hereafter)• • Air Space Development Pad/Cmema Phase: $SQ0,000.00 • Air Space Development Pad/Residential Phase. $350,000 00 (Based on 5,000 per unrt, minimum 70 units) • Air Space Retail 1 $ 30,000 00 • Air Space Retail2 $ 20,000.00 • A�r Space Retail3 $ 25,000 00 It is agreed and understood that upon closing of any third party sale of an air space and/or Buyer givmg wntten notice of exercising their ophon to own/develop one or more a�r space, Buyer shall pay to Seller as addihonal sale price consideration equal to fifty percent (50%) on said separate a�r space sale pnce or minimum vaiue (which ever is greatest), after deductton of the Three Hundred Sixty Thousand ($3b0,000 00) base pnce. REAL ESTATE PURCHASE AND SALE AGREEMENT LORAX PAR7'NERS, LLC - A�r Space - Park Ave Ftaza Page 1 of 8 a Example Cinema Pad resale Air Space Retail 1 resale Air Space Retail2 resale Residential Pad Buyer sale Base Purchase Price Additional consideration � $500,000 $30,OOQ $20,000 $350,000 $900,000 $360,000 $270,000* *(($900,000-$360,400)*.5 = $27Q,000) Total to City $b30 000 � P (e) In the event that Buyer shall not close sales of all a�r spaces and/or exercise Buyer option to own develop respective air space within four calendar years of closing of the base sale, Buyer shall re-transfer title to SelIer of said remaining air spaces (fl These terms shalt run with the land during the existence of thzs ageement and shall take precedence over any subse�uent I�ens, mortgages, taxes or other encumbrances 4. CONTINGENCIES. This agreement �s contingent upon: (a} Acceptance of its terms by the Bremerton Crty Council (h) Buyer review and approval of the tftie report on the property pnor to Cios�ng. (c) Substanhal completion of the City Parking Garage 5. CONVEYANCE AND CUNDITION 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 except those descnbed in Paragraph 6 below b. TITLE INSURANCE. At Closmg, Seller shall cause FarstAmercca Title Insurance Company whose address and telephone number is 818 Stewart Street, Seattle Washington 98101, (264) 728-040Q, to tssue a standard form owner's policy of tftle insurance ta Buyer �n an amount equal to the total purchase pnce of the Property. The cost of this policy shall be paid from Seller's funds at Closrng If an extended coverage owner's policy is requested by Buyer, then Buyer shall pay the increased costs associated wxth that pohcy includmg the excess premxum over that charged for a standard coverage policy, and the cost of any survey required by the title 2nsurer. For purposes of this Agreement, the followmg shall not be deemed encumbrances or defects� nghts reserved and federai patents or state deeds; building or use restrictions consistent with cunent zomng, and utility and road easements of record if htle cannot be made so msurable pnor to the Closmg date calied for herem, unless, Buyer elects to waive such defects or encumbrances, this agreement shall tetminate 7. CLUSING COSTS AND PRO-RATIONS. The cost of escrow shali be shared equally between Buyer and Seller, except those fees whtch are expressly ltmited by Federal Regulatton Seller shall pay for excise tax and revenue stamps as applicable Taxes for the current REAL ESTATE PURCHASE AND SALE AGREEMENT LORAX FARTNERS, LLC - A�r Space �- Partc Ave Plaza Page 2 of 8 M � F F� w+ year, rents, mterest, Association, Condommium and/or Homeowner's fees, water and other utihty charges, if any, shall be pro-rated as of date of closmg unless otherwise agreed. 8. CLOSING OF THE SAGE. With the understand�ng that time is of the essence for this agreement, this sale shall be closed 30 days after substantial completion of the Pazk Avenue Plaza Parking Garage which shall also be the termmation date of this agreement unless said closing date is extended in wntuig by mutual agreement of the parties. When notified, the Buyer and Seller will deposit, wrthout delay, in escrow with FirstAmerican Title Insurance Company all inshuments and monies reqmred to complete the transaction m 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. 9. CASUALTY LOSS. If pnor to closmg, 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. 10. POSSESSION. Buyer shall be entitleri to possession on closmg as here�n specifically provided. 11. SELLER'S REPRESENTATIONS. Seller represents that: (a) Seller w�ll mamtam the Property in present or better condition unhl time of agreed possession, (b) Seller has no knowledge or notice from any governmental agency of any violation of laws relatmg to the Property, and (c) The Property is not encumbered by any leases. 12 SELLER'S ENVIRONMENTAL REPRESE . eller represents that o the best of hi knowledge o existence of, or has caused or allowed to be used, any env e (inc ding, without limitation, a �; discharge or co taminatio at exist o and/or p sing date o ct of omission occurnng pno e clo ' ate, the result of which ma ursuant to any federal, state o law or may be the basis for the assertion of any third party claims, inc u governmental entities except. (or) 12. SELLER'S ENVIRONMENTAL REPRESENTATIONS. Seller makes no representations as to the env�ronmental condition of the property. This provision shall surnve closing. 13. DEFAULT AND ATTORNEY'S FEES. (a) Buyer's Default. If Buyer defaults hereunder, Seller's sole remedy shall be limited to damages aga�nst Buyer m the liquidated amount of the earnest money prev�ously paid the Buyer. 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 Buyers' default. Buyer and Seller believe sa�d amount to be a fair est�mate of actual damages. (b) Seller's Default. If Seller defaults hereunder, Buyer shall have all the nghts REAL ESTATE PURCHASE AND SALE AGREEMENT LORAX PARTNERS, LLC - Au� Space - Park Ave Plaza Page 3 of 8 a` O� P and remedies available at law or in equrty (c) Attorney's Fees and Costs. In the event of littgat�on to enforce any oFEhe terms or provisions herein, each party shall pay all its own costs and attorney's fees 14. NOTICE TO BUYER. This form contains provisions for an agreement for the purchase and sale of real esta.te The Seller makes no warranty or representataon 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 that laws of the State of Washington at the t�me you enter the agreement This agreement has signxficant legal and financial consequences. By sigmng this agreement, Buyer acknowledges that Buyer has or has had the opportunity to consult wxth an attorney regardmg Buyers nghts and obligat2ons tn this agreement. 15. BROKERS FEES/COMMISSIONS. Buyer agrees to indemnify, defend and hold harmless SelIer with respect to any claim by any person or entity cla�m�ng through Buyer to be enhtled to a commission wrth respect to the transachon contemplated by this agreement. 16. NON-MERGER. The terms, conditions, and provtsions of ttus Agreement shall not be deemed merged into the deed, and shall survive the Closmg and conhnue in full force and effect 17. NOTICES All not�ces required or permitted to be given hereunder shall be in wnting and shall be sent U S. certified mail, return receipt requested, or by facsimile transmission addressed as set forth below� (a} Ali natices ro be given to Seller shall be addressed as follows Gary Sexton City of Bremerton 345 6th Street, Suite 600 Bremerton, Washington 98337-1873 {b) All notices to be �ven to Buyer shall be addressed as follows. Larax Partners, LLC 810 Third Ave , Suite 220 Seattle, Washington 98104 Either party hereto may, by written not�ce to the other, des�gnate such other address for the giving of notices as being necessary. All notices shall be deemed grven on the day such notice is personally served, or on the date of the facsxmile transmission, or on the third day following the day such notice is mailed m accordance with this paragraph. 18. ENTIRE AGREEMENT. This ageement, including all incorporated exh�b�ts, constitutes the full understandmg between seller and buyer There have been no verbal or other agreements that modify this agreement REAL ESTATE PURCHASE AND SALE AGREEMENT LORAX PARTNERS, LLC - Air Space - Park Ave Plaza Page4of8 .., .., M M 19. BINDING EFFECT AND SURVIVAL. This Agreement shall be bmding upon parties hereto and their respective heirs, successors and assigns; and the terms, condrtions and prov�sions of this Agreement shall survive the closing of this transaction. 20. 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 mdicated below. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date set forth below. SELLER: THE CITY OF BREMERTON � � : I � �' � ' � ,� , Dated: 8' .Z ' /� APPROVED AS TO FORM: B R er A. Lubovi orney BUYER: LORAX PARTNERS, LLC B � Its: Dated: 7 �i /0 REAL ESTATE PURCHASE AND SALE AGREEMENT LORAX PARTNERS, LLC — A�r Space — Park Ave Plaza Page 5 of 8 F O� � T T P EXHIBIT A • A�r Space Development Pad/Cinema Phase, 24,640f sq. ft as located on Exhibit B Sa�d ai� space commences at the top deck of the City Park�ng Garage west section and extending to a height af forty feet (40' ) above the deck • A�r Space Development Pad/Residential Phase, 13,SSOf sq.ft. as located on Exhibit B. Sa�d air space commences at the top deck of the Crty Park�ng Garage east sechon and extends to a height of fifty feet (50') above the deck • Air Space Retail2, 1,640t sq ft as located on Exhibit B Sa�d air space commences at the existing Burwell Street north side walk level and extends to a height of forty feet (40') above the exisnng north edge of the Burwell Street sidewalk at the south east corner of sazd Retail2 space. • Air Space Reta�13, 2388f sq. ft. as located on Exhibit B. Sa�d air space commences at the existing Burwell north side walk level and extends to a height of forty feet (44') above the existing north edge of Burwell Street sidewalk at the south east corner of said Retail3 space The legal descript�on for each site wxll be attached to this agreement within 30 days of substanhal completFOn of the City Park�ng Garage and thereby incorporated herem by reference. REAL ESTATE PURCHASE AND SALE AGREEMENT LORAX PARTNERS, LLC — A�r Space - Park Ave Plaza Page6of8 '� a EXHIBIT B— Site Plan of Pads REAL ESTATE PURCHASE AND SALE AGREEMENT LORAX PARTNERS, LLC - Air Space Park Ave Plaza Page 7 of 8 .h .., ... « � I � _ � _ x ■ REAL ESTATE PURCHASE AND SALE AGREEMENT LORAX PARTNERS, LLC — Air Space — Park Ave Plaza Page 8 of 8 � � i �� J Aanendment #1 Real Estate Purch�se and Sale Agrecment with Earnest Money Provision Signed 8/2/lU between Loraz Partners LLC and the City of Brcmerton Recatal: Lorax Partners has signed a third pariy buyer to purchase the Cmema Pad and executed an agreement between Lorax Partners and SeeFilrn, LLC dated 8/20/10. $50,000 in non-refundable earnest money is held in escrow with First American Title. Lorax Partners and the City of Bremerton hereby agree to the follow changes to the�r purchase and sale agreement: 1. Lorax Paztners vv�ll allow the execution of a new contract between the City of Bremertan and SeeFilm, LLC and or assigns as well as the transfer of earnest money into a new escrow account. 2. Lorax Partners and SeeFilm �nll termmate their purchase and sale agreement simultaneously v►nth the new purchase and sale r�nth the City of Bremerton and SeeFilm, LLC or assigns. 3. The City recognizes the close of the "base sale price" per section 3 with the close of the Cinema Pad to SeeFilm, LLC and or assigns 4. Wrth the close of the future sale between the Crty of Bremerton and SeeFilm, LLC and or assigns, Lorax Partnexs has earned an incent�ve of $7U,000 (one half the difference of the base purch&se pzice of $36Q,000 and the sale price of $540,Q00) 5. In good faith to the City of Bremerton, and acknowledgment of Lorax Partner's commitment to move forward with the deveiopment of the remauider of the Park Plaza Project as soon as economically viable, Lorax Partners vv�ll forgo this incentive paytnent at the close of the transaction and instead have the $70,000 recogruzed as credrt toward the future close of any o;f the remainmg air spaces created wrth the Park Plaza Project. 6. All other sectrons of the purchase and sale wxll remain in effect IN WITNESS WHEREOF, the parties hereto have executed this .Amendment on the date set forth below SELLER: 'TI� CITY QF BREMERTON By. � ! Patty Len or ' ► Dat�: 7— / 9--�1 BUYER: LORAX PARTNERS, LLC By: .� Its. Dated � � r/f