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AGENDA BILL CITY OF BREMERTON 5 N CITY COUNCIL SUBJECT: Vacant Land Purchase and Sale Study Session Date: May 23, 2018 Agreement between the City of Bremerton COUNCIL MEETING Date: June 6, 2018 and Lynn S. & Frank A. Horton for the Sale Department: City Attorney's Office of three (3) Vacant Lots on Sheldon Blvd. Presenter: Roger A. Lubovich Phone: (360) 473-2345 SUMMARY: The City entered into a purchase and sale agreement with Lynn S. and Frank A. Horton for the sale of three vacant lots located on Sheldon Boulevard and identified as tax parcel nos.: 3709- 005-009-00-08, 3709-005-008-0009 and 3709-005-008-0108. The purchase and sale agreement is contingent upon City Council approval of the sale. ATTACHMENTS: 1) Vacant Land Purchase and Sale Agreement; 2) Addendum A; 3) Addendum B; 4) Addendum C; and 5) Site Map (Added) FISCAL IMPACTS (Include Budgeted Amount): The City will receive $152,000 (less closing costs) for the sale of the property which will be deposited into the Contingency Reserve Fund pursuant to BMC Chapter 3.36. STUDY SESSION AGENDA: ® Limited Presentation ❑ Full Presentation STUDY SESSION ACTION: ® Consent Agenda ❑ General Business ❑ Public Hearing RECOMMENDED MOTION: Move to approve the Vacant Land Purchase and Sale Agreement between the City of Bremerton and Lynn S. & Frank A. Horton for the sale of real property as presented; and authorize the Mayor to finalize and execute any and all documents necessary to complete the transaction. COUNCIL ACTION: Approve ❑ Deny ❑ Table ❑ Continue ❑ No Action Form Updated 01/02/2018 AuthentisignID: 6529C2EF-FSCF-454D-938D-81342DEF8FA1 Form 25 Vacant Land Purchase & Sale Rev. 2/17 VACANT LAND PURCHASE AND SALE AGREEMENT Page 1 of 5 SPECIFIC TERMS 1. Date: December 10, 2017 MLS No.: Offer Expiration Date: CCopyright 2017 Northwest Multiple Listing Service ALL RIGHTS RESERVED 12/31/2017 2. Buyer: Lynn S. Horton Frank A. Horton A married couple Buyer Buyer Status 3. Seller: City Of Bremerton 9833 Selling Firm Seller Seller 10205 4. Property: Legal Description attached as Exhibit A. Tax Parcel No(s).: 3709-005-009-00-08 3709-005-008-0009 3709-005-008-0108, 1208 Cogean Ave Bremerton Kitsap WA 98337 Address City County State Zip 5. Purchase Price: $ 152,000.00 One Hundred Fifty -Two Thousand Dollars 6. Earnest Money: $ 10,000.00 Check; ❑ Note; ❑ Other (held by 66 Selling Firm; ❑ Closing Agent) 7. Default: (check only one) 66 Forfeiture of Earnest Money; ❑ Seller's Election of Remedies 8. Title Insurance Company: Land Title & Escrow 9. Closing Agent: Land Title & Escrow Company Individual (optional) 10. Closing Date: 3/23/2018 or S0011e1 ; Possession Date: 66 on Closing; ❑ Other 11. Services of Closing Agent for Payment of Utilities: ❑ Requested (attach NWMLS Form 22K); 0 Waived 12. Charges/Assessments Levied Before but Due After Closing: ❑ assumed by Buyer; 0 prepaid in full by Seller at Closing 13. Seller Citizenship (FIRPTA): Seller ❑ is; 6d is not a foreign person for purposes of U.S. income taxation 14. Subdivision: The Property: ❑ must be subdivided before ; 9 is not required to be subdivided 15. Feasibility Contingency Expiration Date: 66 90 days after mutual acceptance; ❑ Other 16. Agency Disclosure: Selling Broker represents: 621 Buyer; ❑ Seller; ❑ both parties; ❑ neither party Listing Broker represents: 9 Seller; ❑ both parties 17. Addenda: 35F(Feasibility) Buyer's Address 12/11/2017 12/11/2017 Date Date Seller's Si Date Seller's Signature Date Seller's Address Bremerton, WA 98312 Bremerton City, State, Zip City, State, Zip Phone No. Fax No. lshorton@com cast.net Buyer's E-mail Address Windermere RE West Sound Inc. 9833 Selling Firm MLS Office No. Carol Sue Barker 10205 Selling Broker (Print) MLS LAG No. (360) 692-6102 (360) 710-0796 (360) 698-4614 Firm Phone No. Broker Phone No. Firm Fax No. silverdale@windermere.com Selling Firm Document E-mail Address carolsue@windermere.com Selling Broker's E-mail Address 17651 101711 Selling Broker DOL License No. Selling Firm DOL License No. WA 98337 Phone No. Fax No. Seller's E-mail Address Bradley Scott Commercial Real Estate Listing Firm MLS Office No. Vic Ulsh Listing Broker (Print) MLS LAG No. 360-479-6900 Firm Phone No. Broker Phone No. Firm Fax No. Listing Firm Document E-mail Address Vic@bradleyscottinc.com Listing Broker's E-mail Address Listing Broker DOL License No. Listing Firm DOL License No. Authentisign10:6529C2EF-F5CF-454D-938D-81342DEF8FA1 Form 25 ©Copyright 2017 Vacant Land Purchase & Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev. 2/17 ALL RIGHTS RESERVED Page 2 of 5 GENERAL TERMS Continued a. Purchase Price. Buyer shall pay to Seller the Purchase Price, including the Earnest Money, in cash at Closing, unless 1 otherwise specified in this Agreement. Buyer represents that Buyer has sufficient funds to close this sale in accordance 2 with this Agreement and is not relying on any contingent source of funds, including funds from loans, the sale of other 3 property, gifts, retirement, or future earnings, except to the extent otherwise specified in this Agreement. 4 b. Earnest Money. Buyer shall deliver the Earnest Money within 2 days after mutual acceptance to Selling Broker or to Closing Agent. If Buyer delivers the Earnest Money to Selling Broker, Selling Broker will deposit any check to be held by Selling Firm, or deliver any Earnest Money to be held by Closing Agent, within 3 days of receipt or mutual acceptance, whichever occurs later. If the Earnest Money is held by Selling Firm and is over $10,000.00 it shall be deposited into an interest bearing trust account in Selling Firm's name provided that Buyer completes an IRS Form W-9. Interest, if any, after deduction of bank charges and fees, will be paid to Buyer. Buyer shall reimburse Selling Firm for bank charges and fees in excess of the interest earned, if any. If the Earnest Money held by Selling Firm is over $10,000.00 Buyer has the option to require Selling Firm to deposit the Earnest Money into the Housing Trust Fund Account, with the interest paid to the State Treasurer, if both Seller and Buyer so agree in writing. If the Buyer does not complete an IRS Form W-9 before Selling Firm must deposit the Earnest Money or the Earnest Money is $10,000.00 or less, the Earnest Money shall be deposited into the Housing Trust Fund Account. Selling Firm may transfer the Earnest Money to Closing Agent at Closing. If all or part of the Earnest Money is to be refunded to Buyer and any such costs remain unpaid, the Selling Firm or Closing Agent may deduct and pay them therefrom. The parties instruct Closing Agent to provide written verification of receipt of the Earnest Money and notice of dishonor of any check to the parties and Brokers at the addresses and/or fax numbers provided herein. Upon termination of this Agreement, a party or the Closing Agent may deliver a form authorizing the release of Earnest Money to the other party or the parties. The party(s) shall execute such form and deliver the same to the Closing Agent. If either party fails to execute the release form, a party may make a written demand to the Closing Agent for the Earnest Money. Pursuant to RCW 64.04, Closing Agent shall deliver notice of the demand to the other party within 15 days. If the other party does not object to the demand within 20 days of Closing Agent's notice, Closing Agent shall disburse the Earnest Money to the party making the demand within 10 days of the expiration of the 20 day period. If Closing Agent timely receives an objection or an inconsistent demand from the other party, Closing Agent shall commence an interpleader action within 60 days of such objection or inconsistent demand, unless the parties provide subsequent consistent instructions to Closing Agent to disburse the earnest money or refrain from commencing an interpleader action for a specified period of time. Pursuant to RCW 4.28.080, the parties consent to service of the summons and complaint for an interpleader action by first class mail, postage prepaid at the party's usual mailing address or the address identified in this Agreement. If the Closing Agent complies with the preceding process, each party shall be deemed to have released Closing Agent from any and all claims or liability related to the disbursal of the Earnest Money. If either party fails to authorize the release of the Earnest Money to the other party when required to do so under this Agreement, that party shall be in breach of this Agreement. For the purposes of this section, the term Closing Agent includes a Selling Firm holding the Earnest Money. The parties authorize the party commencing an interpleader action to deduct up to $500.00 for the costs thereof. c. Condition of Title. Unless otherwise specified in this Agreement, title to the Property shall be marketable at Closing. The following shall not cause the title to be unmarketable: rights, reservations, covenants, conditions and restrictions, presently of record and general to the area; easements and encroachments, not materially affecting the value of or unduly interfering with Buyer's reasonable use of the Property; and reserved oil and/or mining rights. Monetary encumbrances or liens not assumed by Buyer, shall be paid or discharged by Seller on or before Closing. Title shall be conveyed by a Statutory Warranty Deed. If this Agreement is for conveyance of a buyer's interest in a Real Estate Contract, the Statutory Warranty Deed shall include a buyer's assignment of the contract sufficient to convey after acquired title. If the Property has been short platted, the Short Plat number is in the Legal Description. d. Title Insurance. Seller authorizes Buyer's lender or Closing Agent, at Seller's expense, to apply for the then -current ALTA form of standard form owner's policy of title insurance from the Title Insurance Company. If Seller previously received a preliminary commitment from a Title Insurance Company that Buyer declines to use, Buyer shall pay any cancellation fees owing to the original Title Insurance Company. Otherwise, the party applying for title insurance shall pay any title cancellation fee, in the event such a fee is assessed. The Title Insurance Company shall send a copy of the preliminary commitment to Seller, Listing Broker, Buyer and Selling Broker. The preliminary commitment, and the title policy to be issued, shall contain no exceptions other than the General Exclusions and Exceptions in said standard form and Special Exceptions consistent with the Condition of Title herein provided. If title cannot be made so insurable prior to the Closing Date, then as Buyer's sole and exclusive remedy, the Earnest Money shall, unless Buyer elects to waive such defects or encumbrances, be refunded to the Buyer, less any unpaid costs described in this Agreement, and this Agreement shall thereupon be terminated. Buyer shall have no right to specific performance or damages as a consequence of Seller's inability to provide insurable title. 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 e. Closing and Possession. This sale shall be closed by the Closing Agent on the Closing Date. "Closing" means the 57 date on which all documents are recorded and the sale proceeds are available to Seller. If the Closing Date falls on a 58 Saturday, Sunday, legal holiday as defined in RCW 1.16.050, or day when the county recording office is closed, the 59 eosin Agent shall close the ansa ion on the next day that is not a_Saturday, Sunday, legal holiday, or day when the 60 eS,*1 12/11/2017 ryq, 12/11/2017 (,.(/ s ♦, i -� Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentisign ID: 6529C2EF-F5CF-454D-938D-81342DEF8FA1 Form 25 ©Copyright 2017 74 Vacant Land Purchase & Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev. 2/17 ALL RIGHTS RESERVED Page 3 of 5 GENERAL TERMS and lienable homeowner's association dues shall be prorated as of Closing. Buyer shall pay Buyer's loan costs, Continued including credit report, appraisal charge and lender's title insurance, unless provided otherwise in this Agreement. If any county recording office is closed. Buyer shall be entitled to possession at 9:00 p.m. on the Possession Date. Seller shall 61 maintain the Property in its present condition, normal wear and tear excepted, until the Buyer is entitled to possession. 62 Buyer reserves the right to walk through the Property within 5 days of Closing to verify that Seller has maintained the 63 Property as required by this paragraph. Seller shall not enter into or modify existing leases or rental agreements, 64 service contracts, or other agreements affecting the Property which have terms extending beyond Closing without first 65 obtaining Buyer's consent, which shall not be unreasonably withheld. 66 f. Section 1031 Like -Kind Exchange. If either Buyer or Seller intends for this transaction to be a part of a Section 1031 67 like -kind exchange, then the other party shall cooperate in the completion of the like -kind exchange so long as the 68 cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys' fees and 69 costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating 70 party at or prior to Closing. Notwithstanding the Assignment paragraph of this Agreement, any party completing a 71 Section 1031 like -kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the 72 purposes of completing a reverse exchange. 73 g. Closing Costs and Prorations and Charges and Assessments. Seller and Buyer shall each pay one-half of the 74 escrow fee unless otherwise required by applicable FHA or VA regulations. Taxes for the current year, rent, interest, 75 and lienable homeowner's association dues shall be prorated as of Closing. Buyer shall pay Buyer's loan costs, 76 including credit report, appraisal charge and lender's title insurance, unless provided otherwise in this Agreement. If any 77 payments are delinquent on encumbrances which will remain after Closing, Closing Agent is instructed to pay such 78 delinquencies at Closing from money due, or to be paid by, Seller. Buyer shall pay for remaining fuel in the fuel tank if, 79 prior to Closing, Seller obtains a written statement from the supplier as to the quantity and current price and provides 80 such statement to the Closing Agent. Seller shall pay all utility charges, including unbilled charges. Unless waived in 81 Specific Term No. 11, Seller and Buyer request the services of Closing Agent in disbursing funds necessary to satisfy 82 unpaid utility charges in accordance with RCW 60.80 and Seller shall provide the names and addresses of all utilities 83 providing service to the Property and having lien rights (attach NWMLS Form 22K Identification of Utilities or 84 equivalent). 85 Buyer is advised to verify the existence and amount of any local improvement district, capacity or impact charges or 86 other assessments that may be charged against the Property before or after Closing. Seller will pay such charges that 87 are or become due on or before Closing. Charges levied before Closing, but becoming due after Closing shall be paid 88 as agreed in Specific Term No. 12. 89 h. Sale Information. Listing Broker and Selling Broker are authorized to report this Agreement (including price and all 90 terms) to the Multiple Listing Service that published it and to its members, financing institutions, appraisers, and anyone 91 else related to this sale. Buyer and Seller expressly authorize all Closing Agents, appraisers, title insurance companies, 92 and others related to this Sale, to furnish the Listing Broker and/or Selling Broker, on request, any and all information 93 and copies of documents concerning this sale. 94 I. Seller Citizenship and FIRPTA. Seller warrants that the identification of Seller's citizenship status for purposes of U.S. 95 income taxation in Specific Term No. 13 is correct. Seller shall execute a certification (NWMLS Form 22E or equivalent) 96 under the Foreign Investment In Real Property Tax Act ("FIRPTA") at Closing and provide the certification to the Closing 97 Agent. If Seller is a foreign person for purposes of U.S. income taxation, and this transaction is not otherwise exempt 98 from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. 99 j. Notices and Delivery of Documents. Any notice related to this Agreement (including revocations of offers or 100 counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and shall be deemed delivered 101 only when the notice is received by Seller, by Listing Broker, or at the licensed office of Listing Broker. Notices to Buyer 102 must be signed by at least one Seller and shall be deemed delivered only when the notice is received by Buyer, by 103 Selling Broker, or at the licensed office of Selling Broker. Documents related to this Agreement, such as NWMLS Form 104 17C, Information on Lead -Based Paint and Lead -Based Paint Hazards, Public Offering Statement or Resale Certificate, 105 and all other documents shall be delivered pursuant to this paragraph. Buyer and Seller must keep Selling Broker and 106 Listing Broker advised of their whereabouts in order to receive prompt notification of receipt of a notice. 107 Facsimile transmission of any notice or document shall constitute delivery. E-mail transmission of any notice or 108 document (or a direct link to such notice or document) shall constitute delivery when: (i) the e-mail is sent to both Selling 109 Broker and Selling Firm or both Listing Broker and Listing Firm at the e-mail addresses specified on page one of this 110 Agreement; or (ii) Selling Broker or Listing Broker provide written acknowledgment of receipt of the e-mail (an automatic 111 e-mail reply does not constitute written acknowledgment). At the request of either party, or the Closing Agent, the 112 parties will confirm facsimile or e-mail transmitted signatures by signing an original document. 113 k. Computation of Time. Unless otherwise specified in this Agreement, any period of time measured in days and stated 114 in this Agreement shall start on the day following the event commencing the period and shall expire at 9:00 p.m. of the 115 last calendar day of the specified period of time. Except for the Possession Date, if the last day is a Saturday, Sunday 116 Nle 9�I holiday as defined in C 1.16.050, the specified period of time shall expire on the next day that is not a 117 aturr y, Sunday or legal holiday. ny specified period of 5 day or less` except for any time period relating to the 118 $, I 12/11/2017 gQ II 12711!2017 p� 1 Buyer's Initials Date Buyer's Initials Date Seller's initials Date Seller's Initials Date Authentisign ID: 6529C2EF-F5CF-454D-938D-81342DEF8FA1 Form 25 ©Copyright 2017 Vacant Land Purchase & Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev. 2/17 ALL RIGHTS RESERVED Page 4 of 5 GENERAL TERMS Continued Possesion Date, shall not include Saturdays, Sundays or legal holidays. If the parties agree that an event will occur on a 119 specific calendar date, the event shall occur on that date, except for the Closing Date, which, if it falls on a Saturday, 120 Sunday, legal holiday as defined in RCW 1.16.050, or day when the county recording office is closed, shall occur on the 121 next day that is not a Saturday, Sunday, legal holiday, or day when the county recording office is closed. If the parties 122 agree upon and attach a legal description after this Agreement is signed by the offeree and delivered to the offeror, then 123 for the purposes of computing time, mutual acceptance shall be deemed to be on the date of delivery of an accepted 124 offer or counteroffer to the offeror, rather than on the date the legal description is attached. Time is of the essence of 125 this Agreement. 126 I. Integration and Electronic Signatures. This Agreement constitutes the entire understanding between the parties and 127 supersedes all prior or contemporaneous understandings and representations. No modification of this Agreement shall 128 be effective unless agreed in writing and signed by Buyer and Seller. The parties acknowledge that a signature in 129 electronic form has the same legal effect and validity as a handwritten signature. 130 m. Assignment. Buyer may not assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, 131 unless the parties indicate that assignment is permitted by the addition of "and/or assigns" on the line identifying the 132 Buyer on the first page of this Agreement. 133 n. Default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then the following 134 provision, as identified in Specific Term No. 7, shall apply: 135 I. Forfeiture of Earnest Money. That portion of the Earnest Money that does not exceed five percent (5%) of the 136 Purchase Price shall be forfeited to the Seller as the sole and exclusive remedy available to Seller for such failure. 137 fl. Seller's Election of Remedies. Seller may, at Seller's option, (a) keep the Earnest Money as liquidated damages 138 as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual 139 damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue 140 any other rights or remedies available at law or equity. 141 o. Professional Advice and Attorneys' Fees. Buyer and Seller are advised to seek the counsel of an attorney and a 142 certified public accountant to review the terms of this Agreement. Buyer and Seller shall pay their own fees incurred for 143 such review. However, if Buyer or Seller institutes suit against the other concerning this Agreement the prevailing party 144 is entitled to reasonable attorneys' fees and expenses. 145 p. Offer. Buyer shall purchase the Property under the terms and conditions of this Agreement. Seller shall have until 9:00 146 p.m. on the Offer Expiration Date to accept this offer, unless sooner withdrawn. Acceptance shall not be effective until a 147 signed copy is received by Buyer, by Selling Broker or at the licensed office of Selling Broker. If this offer is not so 148 accepted, it shall lapse and any Earnest Money shall be refunded to Buyer. 149 q. Counteroffer. Any change in the terms presented in an offer or counteroffer, other than the insertion of or change to 150 Seller's name and Seller's warranty of citizenship status, shall be considered a counteroffer. If a party makes a 151 counteroffer, then the other party shall have until 9:00 p.m. on the counteroffer expiration date to accept that 152 counteroffer, unless sooner withdrawn. Acceptance shall not be effective until a signed copy is received by the other 153 party, the other party's broker, or at the licensed office of the other party's broker. If the counteroffer is not so accepted, 154 it shall lapse and any Earnest Money shall be refunded to Buyer. 155 r. Offer and Counteroffer Expiration Date. If no expiration date is specified for an offer/counteroffer, the 156 offer/counteroffer shall expire 2 days after the offer/counteroffer is delivered by the party making the offer/counteroffer, 157 unless sooner withdrawn. 158 s. Agency Disclosure. Selling Firm, Selling Firm's Designated Broker, Selling Broker's Branch Manager (if any) and 159 Selling Broker's Managing Broker (if any) represent the same party that Selling Broker represents. Listing Firm, Listing 160 Firm's Designated Broker, Listing Broker's Branch Manager (if any), and Listing Broker's Managing Broker (if any) 161 represent the same party that the Listing Broker represents. If Selling Broker and Listing Broker are different persons 162 affiliated with the same Firm, then both Buyer and Seller confirm their consent to Designated Broker, Branch Manager 163 (if any), and Managing Broker (if any) representing both parties as dual agents. If Selling Broker and Listing Broker are 164 the same person representing both parties then both Buyer and Seller confirm their consent to that person and his/her 165 Designated Broker, Branch Manager (if any), and Managing Broker (if any) representing both parties as dual agents. All 166 parties acknowledge receipt of the pamphlet entitled "The Law of Real Estate Agency." 167 t. Commission. Seller and Buyer shall pay a commission in accordance with any listing or commission agreement to 168 which they are a party. The Listing Firm's commission shall be apportioned between Listing Firm and Selling Firm as 169 specified in the listing. Seller and Buyer hereby consent to Listing Firm or Selling Firm receiving compensation from 170 more than one party. Seller and Buyer hereby assign to Listing Firm and Selling Firm, as applicable, a portion of their 171 funds in escrow equal to such commission(s) and irrevocably instruct the Closing Agent to disburse the commission(s) 172 directly to the Firm(s). In any action by Listing or Selling Firm to enforce this paragraph, the prevailing party is entitled to 173 .CS-WJ 12/11/2017 Lgaxj 12/11/2017 4� / Buyer's Initials Date Buyer's Initials Date Seller stnitials Date Seller's Initials Date Authentisign ID: 6529C2EF-F5CF-454D-938D-81342DEF8FA1 Form 25 ©Copyright 2017 Vacant Land Purchase & Sale VACANT LAND PURCHASE AND SALE AGREEMENT Northwest Multiple Listing Service Rev. 2/17 ALL RIGHTS RESERVED Page 5 of 5 GENERAL TERMS Continued court costs and reasonable attorneys' fees. Seller and Buyer agree that the Firms are intended third party beneficiaries 174 under this Agreement. 175 u. Feasibility Contingency. It is the Buyer's responsibility to verify before the Feasibility Contingency Expiration Date 176 identified in Specific Term No. 15 whether or not the Property can be platted, developed and/or built on (now or in the 177 future) and what it will cost to do this. Buyer should not rely on any oral statements concerning this made by the Seller, 178 Listing Broker or Selling Broker. Buyer should inquire at the city or county, and water, sewer or other special districts in 179 which the Property is located. Buyer's inquiry should include, but not be limited to: building or development moratoriums 180 applicable to or being considered for the Property; any special building requirements, including setbacks, height limits or 181 restrictions on where buildings may be constructed on the Property; whether the Property is affected by a flood zone, 182 wetlands, shorelands or other environmentally sensitive area; road, school, fire and any other growth mitigation or 183 impact fees that must be paid; the procedure and length of time necessary to obtain plat approval and/or a building 184 permit; sufficient water, sewer and utility and any service connection charges; and all other charges that must be paid. 185 Buyer and Buyer's agents, representatives, consultants, architects and engineers shall have the right, from time to time 186 during and after the feasibility contingency, to enter onto the Property and to conduct any tests or studies that Buyer 187 may need to ascertain the condition and suitability of the Property for Buyer's intended purpose. Buyer shall restore the 188 Property and all improvements on the Property to the same condition they were in prior to the inspection. Buyer shall be 189 responsible for all damages resulting from any inspection of the Property performed on Buyer's behalf. If the Buyer does 190 not give notice to the contrary on or before the Feasibility Contingency Expiration Date identified in Specific Term No. 191 15, it shall be conclusively deemed that Buyer is satisfied as to development and/or construction feasibility and cost. If 192 Buyer gives notice this Agreement shall terminate and the Earnest Money shall be refunded to Buyer, less any unpaid 193 costs. 194 Seller shall cooperate with Buyer in obtaining permits or other approvals Buyer may reasonably require for Buyer's 195 intended use of the Property; provided that Seller shall not be required to incur any liability or expenses in doing so. 196 v. Subdivision. If the Property must be subdivided, Seller represents that there has been preliminary plat approval for the 197 Property and this Agreement is conditioned on the recording of the final plat containing the Property on or before the 198 date specified in Specific Term No. 14. If the final plat is not recorded by such date, this Agreement shall terminate and 199 the Earnest Money shall be refunded to Buyer. 200 w. Information Verification Period. Buyer shall have 10 days after mutual acceptance to verify all information provided 201 from Seller or Listing Firm related to the Property. This contingency shall be deemed satisfied unless Buyer gives notice 202 identifying the materially inaccurate information within 10 days of mutual acceptance. If Buyer gives timely notice under 203 this section, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. 204 x. Property Condition Disclaimer. Buyer and Seller agree, that except as provided in this Agreement, all representations 205 and information regarding the Property and the transaction are solely from the Seller or Buyer, and not from any Broker. 206 The parties acknowledge that the Brokers are not responsible for assuring that the parties perform their obligations 207 under this Agreement and that none of the Brokers has agreed to independently investigate or confirm any matter 208 related to this transaction except as stated in this Agreement, or in a separate writing signed by such Broker. In 209 addition, Brokers do not guarantee the value, quality or condition of the Property and some properties may contain 210 building materials, including siding, roofing, ceiling, insulation, electrical, and plumbing, that have been the subject of 211 lawsuits and/or governmental inquiry because of possible defects or health hazards. Some properties may have other 212 defects arising after construction, such as drainage, leakage, pest, rot and mold problems. Brokers do not have the 213 expertise to identify or assess defective products, materials, or conditions. Buyer is urged to use due diligence to 214 inspect the Property to Buyer's satisfaction and to retain inspectors qualified to identify the presence of defective 215 materials and evaluate the condition of the Property as there may be defects that may only be revealed by careful 216 inspection. Buyer is advised to investigate whether there is a sufficient water supply to meet Buyer's needs. Buyer is 217 advised to investigate the cost of insurance for the Property, including, but not limited to homeowner's, flood, 218 earthquake, landslide, and other available coverage. Brokers may assist the parties with locating and selecting third 219 party service providers, such as inspectors or contractors, but Brokers cannot guarantee or be responsible for the 220 services provided by those third parties. The parties shall exercise their own judgment and due diligence regarding 221 third -party service providers. 222 [esx] 12/11/2017 Buyer's Initials Date [gax] 12/11/2017 Buyer's Initials Date z - Seller's Initials Date Seller's Initials Date Authentisign ID: 6529C2EF-F5CF-054D-938D-81342DEF8FA1 Form 35F ©Copyright 2010 Feasibility Contingency Addendum Northwest Multiple Listing Service Rev. 7/10 ALL RIGHTS RESERVED Page 1 of 1 FEASIBILITY CONTINGENCY ADDENDUM The following is part of the Purchase and Sale Agreement dated November 29, 2017 1 between Lynn S. Horton Frank A. Horton ("Buyer") 2 Buyer Buyer and City Of Bremerton ("Seller") 3 Seller Seller concerning 1208 Cogean Ave Bremerton WA 98337 (the "Property"). 4 Address City State Zip Feasibility Contingency. Buyer shall verify within 90 days (10 days if not filled in) after mutual acceptance 5 (the "Feasibility Contingency Expiration Date") the suitability of the Property for Buyer's intended purpose including, 6 but not limited to, whether the Property can be platted, developed and/or built on (now or in the future) and what it will 7 cost to do this. This Feasibility Contingency SHALL CONCLUSIVELY BE DEEMED WAIVED unless Buyer gives 8 notice of disapproval on or before the Feasibility Contingency Expiration Date. If Buyer gives a timely notice of 9 disapproval, then this Agreement shall terminate and the Earnest Money shall be refunded to Buyer. Buyer should not 10 rely on any oral statements concerning feasibility made by the Seller, Listing Broker or Selling Broker. Buyer should 11 inquire at the city or county, and water, sewer or other special districts in which the Property is located. Buyer's inquiry 12 shall include, but not be limited to: building or development moratoria applicable to or being considered for the 13 Property; any special building requirements, including setbacks, height limits or restrictions on where buildings may be 14 constructed on the Property; whether the Property is affected by a flood zone, wetlands, shorelands or other 15 environmentally sensitive area; road, school, fire and any other growth mitigation or impact fees that must be paid; the 16 procedure and length of time necessary to obtain plat approval and/or a building permit; sufficient water, sewer and 17 utility and any services connection charges; and all other charges that must be paid. 18 Buyer and Buyer's agents, representatives, consultants, architects and engineers shall have the right, from time to 19 time during the feasibility contingency, to enter onto the Property and to conduct any tests or studies that Buyer may 20 need to ascertain the condition and suitability of the Property for Buyer's intended purpose. Buyer shall restore the 21 Property and all improvements on the Property to the same condition they were in prior to the inspection. Buyer shall 22 be responsible for all damages resulting from any inspection of the Property performed on Buyer's behalf. 23 ❑ AGREEMENT TERMINATED IF NOTICE OF SATISFACTION NOT TIMELY PROVIDED. If checked, this 24 Agreement shall terminate and Buyer shall receive a refund of the Earnest Money unless Buyer gives notice to Seller 25 on or before the Feasibility Contingency Expiration Date that the Property is suitable for Buyer's intended purpose. 26 I? -S911 12/11/2017 `lax 12/11/2017 I/ Buyer's Initials Date Buyer's Initials Date Seller's Initials Date Seller's Initials Date Authentisign ID: 6529C2EF-FSCF-454D-938D-81342DEF8FA1 Exhibit A Lezal Descriptions Page 13 of 13 515 Sheldon Boulevard 3709-005-008-0009 Lot 8, Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington; Except the East 29 feet thereof. 1208 Cogean Avenue 3709-005-009-0008 Lot 9, Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington; Except the East 29 feet thereof. 511 Sheldon Boulevard 3709-005-008-0108 The East 29 feet of lots 8 and 9, Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington. Initials [p ] cz� 12/11/2017 12/11/2017 Date Authentisign ID: 2E10CBBA-0296-4530-B3A8.2AD6DA85DD29 ADDENDUM A Land across from Evergreen Park The attached Real Estate Purchase and Sale Agreement dated December 10th, 2017 between Frank A. and Lynn S. Horton, husband and wife, as Buyer, and the City of Bremerton, as Seller, of the property commonly known as the SE corner of Sheldon Boulevard and Cogean Avenue in Bremerton with addresses 511 & 515 Sheldon Boulevard and 1208 Cogean Avenue, and having Kitsap County tax account parcel numbers 3709-005-008-0009, 3709-005-009-0008, and 3709-005-008-0108, is revised and continued as follows: 1. CITY COUNCIL APPROVAL. The Bremerton Municipal Code requires that the City Council for the City of Bremerton formally approve the sale of certain real estate owned by Seller, including the subject property. This Purchase and Sale Agreement is therefore conditioned upon the formal approval of the City Council of the City of Bremerton. Seller agrees to present this Purchase and Sale Agreement to the City Council for approval no later than 30 days following Buyer's written waiver and removal of their feasibility contingency in the Feasibility Contingency Addendum to the Purchase Agreement. Buyer understands the City Council is not obligated to approve the Purchase and Sale Agreement and Seller makes no promise or warranty that the City Council will approve the Purchase and Sale Agreement. City Council approval shall mean this contingency has been met and removed as a condition of purchase from this Purchase and Sale Agreement. City Council rejection shall mean that this Purchase Agreement is null and void and herein receipted earnest money shall be returned to Buyer. 2. HOLD HARMLESS. Buyer is aware that the Property has a history of contamination as identified in the Hazardous Substances Remediation and Indemnification Agreement dated November 25, 1996 filed with the Kitsap County Assessor under recording number 3006782. As partial consideration for the purchase of the Property, Buyer purchases the property and improvements "as is" and agrees to hold harmless the Seller from any and all damages, claims, losses, liabilities, judgments, demands, fees, obligations, assessments, and expenses and costs, which may be imposed upon or incurred by Buyer, or asserted against Buyer by any other party or parties (including, without limitation, a governmental entity), arising out of or in connection with any environmental condition existing as of and/or prior to the closing date whether known or unknown. This provision shall survive closing. Initials [iaw] [mx] Date 12/19/2017 12/19/2017 Authentisign ID: 2EtOCBBA-0296-4530-B3A8-2AD6DA85DD29 3. EARNEST MONEY DEPOSIT. The earnest money deposit amount of $10,000 as referenced in item #6 of this Purchase Agreement shall be deposited into escrow with Land Title Company of Kitsap County. 4. ENTIRE AGREEMENT. All other terms and conditions of the Purchase Agreement shall remain intact except as modified by this Addendum A. Approved and Accepted: BUYER: Frank A. and Lynn S. Horton CAuthenfiwi ,r 9UU1A amad" 12/19/2017 42A49(204; 42,24,04 QA PST Frank A. Horton date Authwfisicw p,,,.,, S. aft 12/19/2017 Lynn S. Horton date SELLER: City of Bremerton Patty ayor dat/ City�ftemerton Seller Contact Information Roger Lubovich, City Attorney (360) 473-2345 345 6th Street #600 Bremerton, WA 98337 roger. lubovich@cl.bremerton.wa.us Authentisign ID: C8B83545-B66F-4439.8D6D-ACC22E94610F ADDENDUM B Land across from Evergreen Park The attached Real Estate Purchase and Sale Agreement dated December 10th, 2017 between Frank A. and Lynn S. Horton, husband and wife, as Buyer, and the City of Bremerton, as Seller, of the property commonly known as the SE corner of Sheldon Boulevard and Cogean Avenue in Bremerton with addresses 511 & 515 Sheldon Boulevard and 1208 Cogean Avenue, and having Kitsap County tax account parcel numbers 3709-005-008-0009, 3709-005-009-0008, and 3709-005- 008-0108, is revised and continued as follows: 1. FEASIBILITY CONTINGENCY. Buyer has completed a Phase I Environmental Site Assessment on the subject property. This site assessment recommends Phase II soil testing on the subject property. Buyer hereby requests permission to proceed with such Phase II soil testing on the subject property. Therefore, Buyer's Feasibility Contingency is hereby extended to no later than Friday, April 20th, 2018. Buyer to provide written approval or rejection of their Feasiablity Contingency to Seller no later than 2:00 PM PDT Friday, April 20th, 2018. In the event Buyer terminates this Purchase Agreement, then Buyer agrees to promptly deliver a copy of their Environmental Site Assessment to Seller. Buyer is authorized by Seller to proceed with soil testing of the subject property subject to provisions of item #u of the Purchase Agreement. 2. DATE OF CLOSING. Date of closing for this transaction shall occur not later than Friday, May 18th, 2018 which shall also be the termination date for this Purchase Agreement. Buyer and Seller agree formal sale closing and recording of closing documents shall occur as soon as all contingencies have been removed from this Purchase Agreement and escrow has prepared/received all necessary documents for closing of this transition. Buyer and Seller desire that closing for this transaction shall occur as soon as reasonably possible, but in no event later than Friday, May 18th, 2018. 3. ENTIRE AGREEMENT. All other terms and conditions of the existing Purchase Agreement shall remain intact except as modified by this Addendum B. Approved and Accepted: BUYER: Frank A. and Lynn S. Horton r AuthenHSiGrnr I g a modan 03/12/2018 1Frt0AV1X-51�6%0h date l uthentisicrr 03/12/2018 4; Lynn S. Jiddaa �Ifizrzu. orton date SELLER: City of Bremerton Seller Contact Information Roger Lubovich, City Attorney W 3 ! *0 $ (360) 473-2345 Greg Wheeler, yor date 345 6th Street #600 City of Bremerton Bremerton, WA 98337 roger. lubovich@ci. bremerton.wa. us Authentisign ID: F2DE6EDB-8B28-48B3-8692-76C68384OB6F Form 34 ©Copyright 2010 Addendum/Amendment to P&S Northwest Multiple Listing Service Rev. 7/10 ALL RIGHTS RESERVED Page 1 of 1 ADDENDUM / AMENDMENT TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated December 10, 2017 1 between Lynn S. Horton Frank A. Horton ("Buyer") 2 Buyer Buyer and City Of Bremerton ("Seller") 3 Seller Seller concerning 1208 Cogean Ave Bremerton WA 98337 (the "Property"). 4 Address City State Zip IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: Addendum B, signed by the buyer 3/12/18 and the seller 3/15/18, will be modified as follows: Item #1. FEASIBILITY CONTINGENCY The date of April 20, 2018 is here by changed. The new expiration date is a no later than date of May 11, 2018. Item #2. CLOSING DATE & TERMINATION DATE The date of May 18, 2018 is herby changed. The new date is June 11, 2018 or sooner. Buyer is authorized by seller to continue with soil sampling of the subject property through this extended period subject to provisions of item #U in the purchase and sale agreement. ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged. [es -w 04/12/2018 IMMI 04/16/2018 (. 1 (I�IZD l $ Buyer's Initials Date Buyer's Initials Date Sell 's nitials Date Seller's Initials 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Date Authentisign ID: 579ABFE0-62BF-48BS-97B5-200D49CED239 Form 34 ©Copyright 2010 Addendum/Amendment to P&S Northwest Multiple Listing Service Rev. 7/10 ALL RIGHTS RESERVED Page 1 of 1 ADDENDUM/AMENDMENT TO PURCHASE AND SALE AGREEMENT The following is part of the Purchase and Sale Agreement dated December 10, 2017 between Lynn S. Horton Frank A. Horton Buyer Buyer 1 ("Buyer") 2 and City Of Bremerton ("Seller") 3 Seller Seller concerning 1208 Cogean Ave Bremerton WA 98337 (the "Property"). 4 Address City State Zip IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: Addendum C The feasibility contingency is hereby satisfied. Buyer will proceed to closing. ALL OTHER TERMS AND CONDITIONS of said Agreement remain unchanged. res x 05/16/2018 [a:ax] 05/16/2018 Buyer's Initials Date Buyer's Initials Date Seller' Ini ials Date Sel 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 ler's Initials Date 0 LISTING AGREEMENT - FOR SALE Land at Sheldon & Cogean I. LISTING. For and in consideration of services to be performed by BRADLEY SCOTT, INC. (herein called Broker), the undersigned Seller hereby employs said "Broker" as sole agent of Seller (City of Bremerton) and grants Broker the exclusive right to sell or trade and accept a deposit on the listed real estate situated in the City of Bremerton and in the County of Kitsap (herein called "Property") and commonly known as the generally vacant land at SE corner of Sheldon Boulevard and Cogean Avenue as defined in legal descriptions attached as Exhibit A and outlined as follows: Address Tax Parcel Emerty Tyoe Parcel Size 515 Sheldon 3709-005-008-0009 land 21178± SF 1208 Cogean 3709-005-009-0008 land 2,178± SF 511 Sheldon 3709-005-008-0108 land 2.178± SF 6,534± SF 2. PRICE. Seller hereby grants said Broker the right to sell the property for the price of $149,500. Price to be paid in all cash to Seller at time of sale closing. 3. MARKETING. Seller authorizes Broker to advertise the Property for sale in newspapers or by other means, to erect a "FOR SALE" sign, and to publish pictures of said Property in order to promote its sale. Neither the Broker nor his agents shall be responsible for vandalism, theft, or damage of any nature to the Property. Seller agrees to maintain the Property in good condition during the term of this Agreement. Upon closing of any transaction involving the Property, the Broker is authorized to disclose the sale price, terms, and financing information as comparable sale and market activity data. Seller authorizes Broker and/or his Agent(s) and any prospective Buyer(s) to enter the Property and any building(s) on the Property providing the tenants occupying the space or unit being shown have been properly notified. Seller to immediately refer to Broker all persons or entities who show interest or inquire into purchasing the Property. Seller acknowledges receiving the pamphlet titled "The Law of Real Estate Agency" and understands that Broker is required to deliver a copy of said pamphlet to prospective buyers of the property. 4. COMMISSION. If (a) Broker procures a Buyer on the terms of this Agreement, or on other terms acceptable to Seller; or (b) the Seller directly or indirectly or through any person or entity other than Broker during the term hereof, sells the Property, then Seller will pay Broker a commission of seven percent (7%) of sales price. If the City of Bremerton sells the Property within 120 days after expiration of this Agreement to any person whose attention it was brought through signs, advertising, written presentation, personal contact, or other action of the Broker, or on information secured directly or indirectly from or through the Broker during the term of this Agreement, then the Seller will pay Broker the above commission. The phrases 'this agreement' and 'during the term hereof include any written extension hereof. The word 'sell' includes a contract to sell; and exchange or contract to exchange; an option to purchase; and/or lease with option to purchase. 5. EQUAL OPPORTUNITY. This contract is agreed upon without regard to race, gender, religion, sexual preference, or national origin. 6. TITLE AND CLOSING COSTS. Seller warrants that he/she has the right to sell the Property on the terms herein. Seller agrees to furnish and pay for a purchaser's policy of title insurance and furnish Certificate of Title and a personal property search showing marketable title to the Property. Seller agrees to pay real estate excise tax and one-half of any escrow fees. Rent, taxes, utilities, interest, and reserves on assumed encumbrances are to be prorated between Seller and Buyer as of the date of closing. Any security or damage deposit(s) for the Property shall be transferred from Seller to Buyer at time of closing. 7. ATTORNEY'S FEES. In the event either party employs an attorney to enforce any terms of this Agreement and is successful, the other party agrees to pay a reasonable attorney's fee. In the event of trial, the amount of the attorney's fee shall be as fixed by the court. 8. MARKETING BUDGET. Seller agrees to contribute up to $0 the marketing expenses for the Property. Broker to deliver copies of marketing related billings i.e. printing, photographs, signage, brochures, and media advertising, etc. to Seller when requesting payment for these marketing expenses from Seller. 9. HAZARDOUS MATERIAL DISCLOSURE: To the best of the Seller's knowledge the Property does not contain and is not contaminated with any hazardous waste or material or substance, and is not in violation of any environmental law EXCEPT: none known to Seller. 10. OTHER TERMS OR DISCLOSURES. a.) 11. EXPIRATION DATE: This Listing Agreement shall expire on Thursday, May 31st, 2018. If the Seller accepts an offer to purchase, then this Listing Agreement and the terms hereof shall continue through the closing date of the sale. If the sale fails to close, this Listing Agreement and the terms hereof shall continue until the later of (a) the expiration date of this listing; or (b) a date thirty days from the date the Selling Agent notifies or confirms to the Listing Agent that the sale is not going to close. The foregoing shall not, however, authorize more than one such thirty day extension. 12. SELLER SIGNATURES. The undersigned declares that they possess the legal authority to sign this Listing Agreement for the Seller. Dated October 27th, 2017. SELLER: City of Bremerton , 04>22 K, 12 dl, X fl�o! Bk TL' I � y Patty Lent, Mayor Print Name & Title MAILING ADDRESS City of Bremerton 345 6th Street, Suite 600 Bremerton, WA 98311 Point of Contact for City of Bremerton is City Attorney Roger Lubovich Phone: (360) 473-2345 E -Mail: roger-lubovich@ci.bremerton.wa.us In consideration of the above, the undersigned representative of the "Broker" agrees to use reasonable efforts to procure a Buyer. BROKER: Bradley Scott, Inc. Designated Broker: Victor C. Ulsh date 400 Warren Avenue, #450 Bremerton, Washington 98337-1479 (360)479-6900 FAX (360) 479-5499 1-800-479-6903 Exhibit A Legal Descriptions Page 13 of 13 515 Sheldon Boulevard 3709-005-008-0009 Lot 8, Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington; Except the East 29 feet thereof. 1208 Cogean Avenue 3709-005-009-0008 Lot 9, Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington; Except the East 29 feet thereof. 511 Sheldon Boulevard 3709-005-008-0108 The East 29 feet of lots 8 and 91 Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington. Initials` Date /o 0 • LISTING AGREEMENT - FOR SALE Land at SheWon & Cogean I. LISTING. For and in consideration of services to be performed by BRADLEY SCOTT, INC. (herein called Broker), the undersigned Seller hereby employs said "Broker" as sole agent of Seller (City of Bremerton) and grants Broker the exclusive right to sell or trade and accept a deposit on the listed real estate situated in the City of Bremerton and in the County of Kitsap (herein called "Property") and commonly known as the generally vacant land at SE corner of Sheldon Boulevard and Cogean Avenue as defined in legal descriptions attached as Exhibit A and outlined as follows: Address Tax Parcel &ogerty Tvne Parcel Sine 515 Sheldon 3709-005-008-0009 land 2,178* SF 1208 Cogean 3709-005-009-0008 land 2,178± SF 511 Sheldon 3709-005-008-0108 land 2178± SF 6,534± SF 2. PRICE. Seller hereby grants said Broker the right to sell the property for the price of $149,500. Price to be paid in all cash to Seller at time of sale closing. 3. MARKETING. Seller authorizes Broker to advertise the Property for sale in newspapers or by other means, to erect a "FOR SALE" sign, and to publish pictures of said Property in order to promote its sale. Neither the Broker nor his agents shall be responsible for vandalism, theft, or damage of any nature to the Property. Seller agrees to maintain the Property in good condition during the term of this Agreement. Upon closing of any transaction involving the Property, the Broker is authorized to disclose the sale price, terms, and financing information as comparable sale and market activity data. Seller authorizes Broker and/or his Agent(s) and any prospective Buyer(s) to enter the Property and any building(s) on the Property providing the tenants occupying the space or unit being shown have been properly notified. Seller to immediately refer to Broker all persons or entities who show interest or inquire into purchasing the Property. Seller acknowledges receiving the pamphlet titled "The Law of Real Estate Agency" and understands that Broker is required to deliver a copy of said pamphlet to prospective buyers of the property. 4. COMMISSION. If (a) Broker procures a Buyer on the terms of this Agreement, or on other tenors acceptable to Seller; or (b) the Seller directly or indirectly or through any person or entity other than Broker during the tern hereof, sells the Property, then Seller will pay Broker a commission of seven percent (7%) of sales price. If the City of Bremerton sells the Property within 120 days after expiration of this Agreement to any person whose attention it was, brought through signs, advertising, written presentation, personal contact, or other action of the Broker, or on information secured directly or indirectly from or through the Broker during the term of this Agreement, then the Seller will pay Broker the above commission. The phrases 'this agreement' and 'during the tern hereof include any written extension hereof~ The word 'sell' includes a contract to sell; and exchange or contract to exchange; an option to purchase; and/or lease with option to purchase. 5. EQUAL OPPORTUNITY. This contract is agreed upon without regard to race, gender, religion, sexual preference, or national origin. 6. TITLE AND CLOSING COSTS. Seller warrants that he/she has the right to sell the Property on the terms herein. Seller agrees to furnish and pay for a purchaser's policy of title insurance and famish Certificate of Title and a personal property search showing marketable title to the Property. Seller agrees to pay real estate excise tax and one-half of any escrow fees. Rent, taxes, utilities, interest, and reserves on assumed encumbrances are to be prorated between Seller and Buyer as of the date of closing. Any security or damage deposit(s) for the Property shalt be transferred from Seller to Buyer at time of closing. 7. ATTORNEY'S FEES. In the event either party employs an attorney to enforce any terms of this Agreement and is successful, the other party agrees to pay a reasonable attorney's fee. In the event of trial, the amount of the attorney's fee shall be as fixed by the court. I 8. MARKETING BUDGET. Seller agrees to contribute up to $0 the marketing expenses for the Property. Broker to deliver copies of marketing related billings i.e. printing, photographs, signage, brochures, and media advertising, etc. to Seller when requesting payment for these marketing expenses from Seller. 9. HAZARDOUS MATERIAL DISCLOSURE: To the best of the Seller's knowledge the Property does not contain and is not contaminated with any hazardous waste or material or substance, and is not in violation of any environmental law EXCEPT: none known to Seller. 10. OTHER TERMS OR DISCLOSURES. a.) 11. EXPIRATION DATE: This Listing Agreement shall expire on Thursday, May 31st, 2018. If the Seller accepts an offer to purchase, then this Listing Agreement and the terms hereof shall continue through the closing date of the sale. If the sale fails to close, this Listing Agreement and the terms hereof shall continue until the later of (a) the expiration date of this listing; or (b) a date thirty days from the date the Selling Agent notifies or confirms to the Listing Agent that the sale is not going to close. The foregoing shall not, however, authorize more than one such thirty day extension. 12. SELLER SIGNATURES. The undersigned declares that they possess the legal authority to sign this Listing Agreement for the Seller. Dated October 27th, 2017. SELLER: City of Bremerton D . / MAILING ADDRESS By City of Bremerton 345 6th Street, Suite 600 Patty Lent, Mayor Bremerton, WA 98311 Print Name & Title Point of Contact for City of Bremerton is City Attorney Roger Lubovich Phone: (360) 473-2345 E -Mail: roger.lubovich@ci.bremerton.wa.us In conpideration of the above, the undersied representative of the "Broker" agrees to use reasonable efforts to procure a Buyer. BROKER: o 30 Zol Bradley Scott, Inc. Designated Broker: Victor C. Ulsh date 400 Warren Avenue, #450 Bremerton, Washington 98337-1479 (360) 479-6900 FAX (360) 479-5499 1-800-479-6903 • Leeal Descriptions 315 Sheldon Boulevard 3709-005-008-0009 Exhibit A E Pose 13 of 13 Lot 8, Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington; Except the East 29 feet thereof. 1208 Cogean Avenue 3709-005-009-0008 Lot 9, Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington; Except the East 29 feet thereof. 511 Sheldon Boulevard 3709-005-008-0108 The East 29 feet of lots 8 and 9, Block 5, Bayview Addition to the Town of Bremerton, according to the Plat recorded in Volume 2 of Plats, Page 58, records of Kitsap County, Washington. Initials,,,_ Date The following is only a brief summary of the attached law. SEC. 1. Definitions. Defines the specific terms used in the law. SEC. 2. Relationships between Brokers and the Public. Prescribes that a broker who works with a buyer or tenant represents that buyer or tenant — unless the broker is the listing agent, a seller's subagent, a dual agent, the seller personally or the parties agree otherwise. Also prescribes that in a transaction involving two different brokers licensed to the same real estate firm, the firm's designated broker and any managing broker responsible for the supervision of both brokers, are dual agents and each broker solely represents his or her client — unless the parties agree in writing that both brokers are dual agents. SEC. 3. Duties of a Broker Generally. Prescribes the duties that are owed by all brokers, regardless of who the broker represents. Requires disclosure of the broker's agency relationship in a specific transaction. SEC. 4. Duties of a Seller's Agent. Prescribes the additional duties of a brokerrepresenting the seller or landlord only. SEC. 5. Duties of a Buyer's Agent. Prescribes the additional duties of a broker representing the buyer or tenant only. SEC. 6. Duties of a Dual Agent. Prescribes the additional duties of a broker representing both parties in the same transaction, and requires the written consent of both parties to the broker acting as a dual agent. SEC. 7. Duration of Agency Relationship. Describes when an agency relationship begins and ends. Provides that the duties of accounting and confidentiality continue after the termination of an agency relationship. SEC. 8. Compensation. Allows real estate firms to share compensation with cooperating real estate firms. States that payment of compensation does not necessarily establish an agency relationship. Allows brokers to receive compensation from more than one party in a transaction with the parties' consent. SEC. 9. Vicarious Liability. Eliminates the liability of a party for the conduct of the party's agent or subagent, unless the principal participated in or benefited from the conduct or the agent or subagent is insolvent. Also limits the liability of a broker for the conduct of a subagent. SEC. 10. Imputed Knowledge and Notice. Eliminates the common law rule that notice to or knowledge of an agent constitutes notice to or knowledge of the principal. SEC. 11. Interpretation. This law establishes statutory duties which replace common law fiduciary duties owed by an agent to a principal. SEC. 12. Short Sale. Prescribes an additional duty of a firm representing the seller of owner -occupied real property in a short sale. ��a • SECTIO : DEFINITIONS. Unless the context clearly requires otherwise, the definitions in this section apply throughout this chapter. (1) "Agency relationship" means the agency relationship created under this chapter or by written agreement between a real estate firm and a buyer and/or seller relating to the performance of real estate brokerage services. (2) "Agent" means a broker who has entered into an agency relationship with a buyer or seller. (3) "Broker" means broker, managing broker, and designated broker, collectively, as defined in chapter 18.85 RCW, unless the context requires the terms to be considered separately. (4) "Business opportunity" means and includes a business, business opportunity, and goodwill of an existing business, or any one or combination thereof when the transaction or business includes an interest in real property. (5) "Buyer" means an actual or prospective purchaser in a real estate transaction, or an actual or prospective tenant in a real estate rental or lease transaction, as applicable. (6) "Buyer's agent" means a broker who has entered into an agency relationship with only the buyer in a real estate transaction, and includes sub -agents engaged by a buyer's agent. (7) "Confidential information" means information from or concerning a principal of a broker that: (a) Was acquired by the broker during the course of an agency relationship with the principal; (b) The principal reasonably expects to be kept confidential; (c) The principal has not disclosed or authorized to be disclosed to third parties; (d) Would, if disclosed, operate to the detriment of the principal; and PAGE 2 (e) The principal personally would not be obligated to disclose to the other party. (8) "Dual agent" means a broker who has entered into an agency relationship with both the buyer and seller in the same transaction. (9) "Material fact" means information that substantially adversely affects the value of the propertyor a party's abilityto perform its obligations in a real estate transaction, or operates to materially impair or defeat the purpose of the transaction. The fact or suspicion that the property, or any neighboring property, is or was the site of a murder, suicide or other death, rape or other sex crime, assault or other violent crime, robbery or burglary, illegal drug activity, gang -related activity, political or religious activity, or other act, occurrence, or use not adversely affecting the physical condition of or title to the property is not a material fact. (10) "Owner -occupied real property" means real property consisting solely of a single-family residence, a residential condominium unit, or a residential cooperative unit that is the principal residence of the borrower. (11) "Principal" means a buyer or a seller who has entered into an agency relationship with a broker. (12) "Real estate brokerage services" means the rendering of services for which a real estate license is required under chapter 18.85 RCW. (13) "Real estate firm" or "firm" have the same meaning as defined in chapter 18.85 RCW. (14) "Real estate transaction" or "transaction" means an actual or prospective transaction involving a purchase, sale, option, or exchange of any interest in real property or a business opportunity, or a lease or rental of real property. For purposes of this chapter, a prospective transaction does not exist until a written offer has been signed by at least one of the parties. (15) "Seller" means an actual or prospective seller in a real estate transaction, or an actual or prospective landlord in a real estate rental or lease transaction, as applicable. (16) "Seller's agent" means a broker who has entered into an agency relationship with only the seller in a real estate transaction, and includes subagents engaged by a seller's agent. (17) "Subagent" means a broker who is engaged to act on behalf of a principal by the principal's agent where the principal has authorized the broker in writing to appoint subagents. RELATIONSHIPS BETWEEN BROKERS AND THE PUBLIC. (1) A broker who performs real estate brokerage services for a buyer is a buyer's agent unless the: (a) Broker's firm has appointed the broker to represent the seller pursuant to a written agency agreement between the firm and the seller, in which case the broker is a seller's agent; (b) Broker has entered into a subagency agreement with the seller's agent's firm, in which case the broker is a seller's agent; (c) Broker's firm has appointed the broker to represent the seller pursuant to a written agency agreement between the firm and the seller, and the broker's firm has appointed the broker to represent the buyer pursuant to a written agency agreement between the firm and the buyer, in which case the broker is a dual agent, (d) Broker is the seller or one of the sellers; or (e) Parties agree otherwise in writing after the broker has complied with RCW 18.86.030(1)(f). (2) In a transaction in which different brokers affiliated with the same firm represent different parties, the firm's designated broker and any managing broker responsible for the supervision of both brokers, is a dual agent, and must obtain the written consent of both parties as required under RCW 18.86.060. In such case, each of the brokers • shall solely represent the party with whom the broker has an agency relationship, unless all parties agree in writing that the broker is a dual agent. (3) A broker may work with a party in separate transactions pursuant to different relationships, including, but not limited to, representing a party in one transaction and at the same time not representing that party in a different transaction involving that party, if the broker complies with this chapter in establishing the relationships for each transaction. PAGE 3 P DUTIES OF A BROKER GENERALLY. (1) Regardless of whether a broker is an agent, the broker owes to all parties to whom the broker renders real estate brokerage services the following duties, which may not be waived: (a) To exercise reasonable skill and care; (b) To deal honestly and in good faith; (c) To present all written offers, written notices and other written communications to and from either party in a timely manner, regardless of whether the property is subject to an existing contract for sale or the buyer is already a party to an existing contract to purchase; (d) To disclose all existing material facts known by the broker and not apparent or readily ascertainable to a party; provided that this subsection shall not be construed to imply any duty to investigate matters that the broker has not agreed to investigate; (e) To account in a timely manner for all money and property received from or on behalf of either party; (f) To provide a pamphlet on the law of real estate agency in the form prescribed in • RCW 18.86.120 to all parties to whom the broker renders real estate brokerage services, before the party signs an agency agreement with the broker, signs an offer in a real estate transaction handled by the broker, consents to dual agency, or waives any rights, under RCW 18.86.020(1)(e), 18.86.040(1)(e), 18.86.050(1)(e), or 18.86.060(2) (e) or (f), whichever occurs earliest, and (g) To disclose in writing to all parties to whom the broker renders real estate brokerage services, before the party signs an offer in a real estate transaction handled by the broker, whether the broker represents the buyer, the seller, both parties, or neither party. The disclosure shall be set forth in a separate paragraph entitled "Agency Disclosure" in the agreement between the buyer and seller or in a separate writing entitled "Agency Disclosure' (2) Unless otherwise agreed, a broker owes no duty to conduct an independent inspection of the property or to conduct an independent investigation of either party's financial condition, and owes no duty to independently verify the accuracy or completeness of any statement made by either party or by any source reasonably believed by the broker to be reliable. DUTIES OF A SELLER'S AGENT. (1) Unless additional duties are agreed to in writing signed by a seller's agent, the duties of a seller's agent are limited to those set forth in RCW 18.86.030 and the following, which may not be waived except as expressly set forth in (e) of this subsection: (a) To be loyal to the seller by taking no action that is adverse or detrimental to the seller's interest in a transaction; (b) To timely disclose to the seller any conflicts of interest; PAGE 4 n U (c) To advise the seller to seek expert advice on matters relating to the transaction that are beyond the agent's expertise; (d) Not to disclose any confidential information from or about the seller, except under subpoena or court order, even after termination of the agency relationship; and (e) Unless 'otherwise agreed to in writing after the seller's agent has complied with RCW 18.86.030(1)(f), to make a good faith and continuous effort to find a buyer for the property; except that a seller's agent is not obligated to seek additional offers to purchase the property while the property is subject to an existing contract for sale. (2) (a) The showing of properties not owned by the seller to prospective buyers or the listing of competing properties for sale by a seller's agent does not in and of itself breach the duty of loyalty to the seller or create a conflict of interest. (b) The representation of more than one seller by different brokers affiliated with the same firm in competing transactions involving the same firm does not in and of itself breach the duty of loyalty to the sellers or create a conflict of interest. DUTIES OF A BUYER'S AGENT. (1) Unless additional duties are agreed to in writing signed by a buyer's agent, the duties of a buyer's agent are limited to those set forth in RCW 18.86.030 and the following, which may not be waived except as expressly set forth in (e) of this subsection: (a) To be loyal to the buyer by taking no action that is adverse or detrimental to the buyer's interest in a transaction; L (b) To timely disclose to the buyer any conflicts of interest; (c) To advise the buyer to seek expert advice on matters relating to the transaction that are beyond the agent's expertise; (d) Not to disclose any confidential information from or about the buyer, except under subpoena or court order, even after termination of the agency relationship; and (e) Unless otherwise agreed to in writing after the buyer's agent has complied with RCW 18.86.030(1)(f), to make a good faith and continuous effort to find a property for the buyer; except that a buyer's agent is not obligated to: (i) seek additional properties to purchase while the buyer is a party to an existing contract to purchase; or (ii) show properties as to which there is no written agreement to pay compensation to the buyer's agent. (2) (a) The showing of property in which a buyer is interested to other prospective buyers by a buyer's agent does not in and of itself breach the duty of loyalty to the buyer or create a conflict of interest. (b) The representation of more than one buyer by different brokers affiliated with the same firm in competing transactions involving the same property does not in and of itself breach the duty of loyalty to the buyer or create a conflict of interest. : DUTIES OF A DUAL AGENT. (1) Notwithstanding any other provision of this chapter, a broker may act as a dual agent only with the written consent of both parties to the transaction after the dual agent has complied with • RCW 18.86.030(1)(f), which consent must include a statement of the terms of compensation. (2) Unless additional duties are agreed to in writing signed by a dual agent, the duties of a dual agent are limited to those set forth in RCW 18.86.030 and the following, which may not be waived except as expressly set forth in (e) and (f) of this subsection: PAGE 5 (a) To take no action that is adverse or detrimental to either party's interest in a transaction; (b) To timely disclose to both parties any conflicts of interest; (c) To advise both parties to seek expert advice on matters relating to the transaction that are beyond the dual agent's expertise; (d) Not to disclose any confidential information from or about either party, except under subpoena or court order, even after termination of the agency relationship; (e) Unless otherwise agreed to in writing afterthe dual agent has complied with RCW 18.86.030(1) (f), to make a good faith and continuous effort to find a buyer for the property; except that a dual agent is not obligated to seek additional offers to purchase the property while the property is subject to an existing contract for sale; and (f) Unless otherwise agreed to in writing after the dual agent has complied with RCW 18.86.030(1) (f), to make a good faith and continuous effort to find a property for the buyer; except that a dual agent is not obligated to: (i) seek additional properties to purchase while the buyer is a party to an existing contract to purchase; or (ii) show properties as to which there is no written agreement to pay compensation to the dual agent. (3) (a) The showing of properties not owned by the seller to prospective buyers or the listing of competing properties for sale by a dual agent does not in and of itself constitute action that is • adverse or detrimental to the seller or create a conflict of interest. (b) The representation of more than one seller by different brokers licensed to the same firm in competing transactions involving the same buyer does not in and of itself constitute action that is adverse or detrimental to the sellers or create a conflict of interest. (4) (a) The showing of property in which a buyer is interested to other prospective buyers or the presentation of additional offers to purchase property while the property is subject to a transaction by a dual agent does not in and of itself constitute action that is adverse or detrimental to the buyer or create a conflict of interest. (b) The representation of more than one buyer by different brokers licensed to the same firm in competing transactions involving the same property does not in and of itself constitute action that is adverse or detrimental to the buyer or create a conflict of interest. SECTION 7: DURATION OF AGENCY RELATIONSHIP. (1) The agency relationships set forth in this chapter commence at the time that the broker undertakes to provide real estate brokerage services to a principal and continue until the earliest of the following: (a) Completion of performance by the broker; (b) Expiration of the term agreed upon by the parties; (c) Termination of the relationship by mutual agreement of the parties; or (d) Termination of the relationship by notice from either party to the other. However, such PAGE 6 • a termination does not affect the contractual rights of either party. (2) Except as otherwise agreed to in writing, a broker owes no further duty after termination of the agency relationship, other than the duties of: (a) Accounting for all moneys and property received during the relationship; and (b) Not disclosing confidential information. COMPENSATION. (1) In any real estate transaction, a firm's compensation may be paid by the seller, the buyer, a third party, or by sharing the compensation between firms. (2) An agreement to pay or payment of compensation does not establish an agency relationship between the party who paid the compensation and the broker. (3) A seller may agree that a seller's agent's firm may share with another firm the compensation paid by the seller. (4) A buyer may agree that a buyer's agent's firm may share with another firm the compensation paid by the buyer. (5) A firm may be compensated by more than one party for real estate brokerage services in a real estate transaction, if those parties consent in writing at or before the time of signing an offer in the transaction. (6) A firm may receive compensation based on the purchase price without breaching any duty to the buyer or seller. (7) Nothing contained in this chapter negates the requirement that an agreement authorizing or employing a broker to sell or purchase real estate for compensation or a commission be in writing and signed by the seller or buyer. • VICARIOUS LIABILITY. (1) A principal is not liable for an act, error, or omission by an agent or subagent of the principal arising out of an agency relationship: (a) Unless the principal participated in or authorized the act, error, or omission; or (b) Except to the extent that: (i) the principal benefited from the act, error, or omission; and (ii) the court determines that it is highly probable that the claimant would be unable to enforce a judgment against the agent or subagent. (2) A broker is not liable for an act, error, or omission of a subagent under this chapter, unless that broker participated in or authorized the act, error or omission. This subsection does not limit the liability of a firm for an act, error, or omission by a broker licensed to the firm. IMPUTED KNOWLEDGE AND NOTICE. (1) Unless otherwise agreed to in writing, a principal does not have knowledge or notice of any facts known by an agent or subagent of the principal that are not actually known by the principal. (2) Unless otherwise agreed to in writing, a broker does not have knowledge or notice of any facts known by a subagent that are not actually known by the broker. This subsection does not limit the knowledge imputed to the designated broker or any managing broker responsible for the supervision of the broker of any facts known by the broker. PAGE 7 • INTERPRETATION. The duties under this chapter are statutory duties and not fiduciary duties. This chapter supersedes the fiduciary duties of an agent to a principal under the common law. The common law continues to apply to the parties in all other respects. This chapter does not affect the duties of a broker while engaging in the authorized or unauthorized practice of law as determined by the courts of this state. This chapter shall be construed broadly. SECTION m SHORT SALE. When the seller of owner -occupied residential real property enters into a listing agreement with a real estate firm where the proceeds from the sale may be insufficient to cover the costs at closing, it is the responsibility of the real estate firm to disclose to the seller in writing that the decision by any beneficiary or mortgagee, or its assignees, to release its interest in the real property, for less than the amount the borrower owes, does not automatically relieve the seller of the obligation to pay any debt or costs remaining at closing, including fees such as the real estate firm's commission. ® Copyright 2013 Northwest Multiple Listing Service Revised July 2013 RCW 18.86.120