HomeMy WebLinkAboutWATERSHED PARCEL EASEMENT EXCHANGE AND VACANT LAND PURCHASE AND SALE AGREEMENT
This easement exchange and vacant land purchase and sale agreement is between the CITY OF
BREMERTON, a municipal corporation ("City") and MERIDIAN TERRACE, LLC, a Washington limited liability
company("Meridian").
The City owns real property located in Bremerton,Washington and identified by Kitsap County Tax
Parcel Nos. 352401-3-030-1006 and 352401-3-009-1003 (collectively,the "City's Parcels").
The City also owns certain real property identified by Kitsap County Tax Parcel No. 342401-1-001-
1006 used by it for its watershed ("Watershed Parcel"). Legal descriptions of the City's Parcels and of the
Watershed Parcel are attached as Exhibit A and incorporated by reference.Access to the City's Parcels and
the Watershed Parcel is through West McKenna Falls Road, located on the City's Parcels and is protected
by a secure gate on West McKenna Falls Road on the City's Parcels ("Gate")
Meridian owns real property located in Bremerton, Washington and identified by Kitsap County
Tax Parcel Nos. 352401-3-010-1000, 352401-3-011-1009, and 342401-4-001-1000 (collectively, the
"Meridian Parcels"). Legal descriptions of the Meridian Parcels are attached as Exhibit B and incorporated
by reference.The Meridian Parcels neighbor and abut to the southeast corner of the Watershed Parcel.
Meridian intends to develop the Meridian Parcels ("Project"). As a part of the Project, Meridian
intends to construct a single-family residence on the real property identified by Kitsap County Tax Parcel
No. 352401-3-010-1000 (the "SFR"). In connection with the Project, Meridian wants (a) an access and
utility easement across a portion of West McKenna Falls Road located on the City's Parcels to access the
Meridian Parcels, (b) to relocate the City's Gate on West Mckenna Falls Road and perform certain
improvements necessary to secure access to the Watershed Parcel, and (c) to subsequently sell certain
land to the City to provide a buffer between the Project and the Watershed Parcel.
The City wants(a)an access and utility easement across a portion of the Meridian Parcels to access
and maintain the City's culvert, Gate, and retaining walls, and (b) to buy certain land from Meridian to
provide the City additional land around the Watershed Parcel to provide a buffer between the Project and
the Watershed Parcel.
The parties therefore agree as follows:
1. Grant of Easement to Meridian. The City grants to Meridian, its successors and assigns,
(a) a temporary construction easement, and (b) a perpetual easement for ingress, egress, utilities, and
related improvements in the form of Exhibit C ("Meridian Easement"). The Meridian Easement shall be
granted and recorded on the later to occur of 30 days from the date of this agreement, or 30 days from
approval of this agreement by Bremerton's City Council.
2. Grant of Easement to the City. Meridian grants to the City, its successors and assigns, a
perpetual easement for ingress, egress, and utilities in the form of Exhibit D ("City Easement"). The City
Easement shall be granted and recorded on the later to occur of 30 days from the date of this agreement,
or 30 days from approval of this agreement by Bremerton's City Council. An illustration showing the
location of the Meridian Easement,the City Easement, and the Gate is attached hereto as Exhibit E.
3. Boundary Line Adjustment. Meridian shall prepare, at its sole cost and expense, a
boundary line adjustment to adjust the boundaries of Meridian Parcel (352401-3-010-1000) and City
Parcel (352401-3-030-1006) to create a new tract of land as shown in orange in this illustration ("BLA
Parcel"):
£ "TO
£ I
A temporary legal description of the BLA Parcel is attached as Exhibit F and incorporated by
reference. Upon recording the boundary line adjustment with the Kitsap County Auditor, Meridian shall
sell and the City shall buy, in accordance with this agreement,the BLA Parcel.
4. Purchase and Sale of BLA Parcel.
Purchase Price. The Purchase Price for the BLA Parcel shall be $13,702.00 per acre and
shall be paid in cash to Meridian at Closing.
Title. Unless otherwise specified in this agreement, title to the BLA Parcel 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 the City's reasonable use of the BLA Parcel;and reserved oil and/or mining
rights. Monetary encumbrances or liens shall be paid or discharged by Meridian on or
before Closing.Title will be conveyed by a Boundary Line Adjustment Quit Claim Deed.
Title Insurance. Meridian authorizes Closing Agent, at Meridian's expense, to apply for
the then-current ALTA standard form owner's policy title insurance from the Title
Insurance Company for the BLA Parcel being conveyed pursuant to the Boundary Line
Adjustment. The Title Insurance Company shall send a copy of the preliminary
commitment to the parties.The preliminary commitment,and the title policy to be issued,
shall contain no exceptions other than the General Exclusions and Exceptions in the Policy
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 the City's sole and
exclusive remedy,the Meridian Easement shall terminate.
Closing and Possession.This boundary line adjustment and sale of the BLA Parcel shall be
closed by Pacific Northwest Title Company ("Closing Agent") concurrently on the earlier
to occur of (a) 45 days after I<itsap County issues a certificate of occupancy for the SFR,
and (b) two years from the date of this agreement ("Closing Date"). Meridian shall
Easement Exchange and Vacant Land
Purchase and Sale Agreement—2
maintain the BLA Parcel in its present condition until the City is entitled to possession.
Meridian shall not enter or modify existing leases or rental agreements,service contracts,
or other agreements affecting the BLA Parcel which have terms extending beyond Closing
without first obtaining the City's consent, which shall not be unreasonably withheld.
Closing Costs and Prorations. Meridian shall pay the premium for the owner's standard
coverage title policy. The City shall pay the excess premium attributable to any extended
coverage or endorsements requested by it, and the cost of any survey required in
connection with the same. Meridian shall pay all the escrow fees. Any real estate excise
taxes shall be paid by the party who bears primary responsibility for payment under the
applicable statute or code.
FIRPTA. Meridian is not a "foreign person"within the meaning of the Foreign Investment
in Real Property Tax Act. Closing Agent will prepare the required certification, which will
be signed by Meridian.
Meridian's Representations. Meridian represents to the City that, to the best of
Meridian's actual knowledge, each of the following is true as of the date of this
agreement: (a) Meridian is authorized to enter into this agreement,to sell the BLA Parcel,
and to perform its obligations under this agreement; (b)There is no pending or threatened
litigation which would adversely affect the BLA Parcel or the City's ownership thereof after
Closing; (c) There is no pending or threatened condemnation or similar proceedings
affecting the BLA Parcel; (d) Meridian has paid (except to the extent prorated at Closing)
all local,state and federal taxes attributable to the period before Closing which,if not paid,
could constitute a lien on the BLA Parcel (including any personal property), or for which
the City may be held liable after Closing; (e) Meridian shall bear the risk of any loss of or
damage to the BLA Parcel at all times until Closing; (f)There are no Hazardous Substances
(as defined below) currently located in, on, or under the BLA Parcel in a manner or
quantity that presently violates any Environmental Law (as defined below); there are no
underground storage tanks located on the BLA Parcel; and there is no pending or
threatened investigation or remedial action by any governmental agency regarding the
release of Hazardous Substances or the violation of Environmental Law at the BLA Parcel.
The term "Hazardous Substances" means any substance or material now or later defined
or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or
contaminant under any federal, state, or local law, regulation, or ordinance governing any
substance that could cause actual or suspected harm to human health or the environment
("Environmental Law").The term "Hazardous Substances" specifically includes, but is not
limited to, petroleum, petroleum by-products, and asbestos.
If prior to Closing Meridian or the City discovers any information which would cause any
of the representations above to be false if the same were deemed made as of the date of
such discovery,then the party discovering the same shall promptly notify the other party
in writing. If the newly discovered information will result in costs or liability to the City in
excess of the lesser of $10,000 or five percent (5%) of the purchase price stated in this
agreement, or will materially adversely affect the City's intended use of the BLA Parcel,
then the City shall have the right to terminate this agreement, including the Meridian
Easement. The City shall give notice of termination within five (5) days of discovering or
receiving written notice of the new information. Nothing in this paragraph shall prevent
Easement Exchange and Vacant Land
Purchase and Sale Agreement—3
the City from pursuing its remedies against Meridian if Meridian had actual knowledge of
the newly discovered information such that a representation provided for above was false.
5. Entire Agreement. This agreement, together with all documents incorporated herein,
constitutes the entire understanding between the parties with respect to the subject matter of this
agreement and supersedes all other agreements, whether written or oral, between the parties.
6. Counterparts. This agreement may be executed in counterparts, each of which will be
deemed to be an original, but all of which, taken together, will constitute one and the same agreement.
Execution by facsimile, by scanned attachments, or by electronic signature has the same force and effect
as an original.
7. Modification. No amendment of this agreement will be effective unless it is in writing and
signed by the parties.
8. Assignment. Meridian may not assign this agreement,or its rights hereunder,without the
City's prior written consent.
9. Governing Law;Attorney's Fees.This agreement and all claims or cause of action arising
out of, or relating to this agreement will be governed by and construed in accordance with the laws of the
State of Washington without regard to the chosen jurisdiction's choice-of-law principles. If any dispute
arises concerning this agreement, the prevailing party shall be entitled to its reasonable attorney's fees
and costs.
10. Default. If either party fails to perform any obligation under this agreement, the non-
defaulting party may (a) bring suit to recover its actual damages, (b) bring suit to specifically enforce this
agreement and to recover any incidental damages or(c) pursue any other rights or remedies available at
law or in equity.
11. Representation and Warranty. Each party represents and warrants to the other that (a) it
has the legal right, authority to enter into this agreement and to satisfy its terms and provisions; (b) the
individual(s) signing this agreement on its behalf have the authority to bind the party and to enter into
this agreement; and (c) it has taken all required action(s) to legally authorize the execution, delivery, and
performance of this agreement.
12. Notices.All notices and other communications provided for herein shall be in writing and
shall be deemed properly served (i) if delivered in person to the party to whom it is addressed, or (ii) 3
business days after deposit with Federal Express or another overnight courier service, or in the U.S. mail,
postage prepaid, certified or registered mail, return receipt requested. The addresses to be used in
connection with such notices and communications are the following,or such other address as a party shall
from time to time direct:
City of Bremerton Meridian Terrace, LLC
Attn: City Attorney PO Box 26116
345 Sixth Street Federal Way WA 98093
Bremerton, WA 98337
Easement Exchange and Vacant Land
Purchase and Sale Agreement—4
Any notice to a subsequent owner of the City Parcels or the Meridian Parcels, or any portion thereof, shall
be delivered to the address provided by such owner or, absent such address, to the address reflected in
the records of the Kitsap County Assessor.
13. Effectiveness; Date.This agreement will become effective when all parties have signed it.
The date of this agreement will be the date this agreement is signed by the last party to sign it(as indicated
by the date associated with that party's signature).
Each party is signing this agreement on the date stated opposite that party's signature.
CITY OF BREMERTON
Date: A Pc \ 1k , 202/4 By:
Greg Aler
Mayor
MERIDIAN TERRACE, LLC
Date: �1r"b , 202.4 By:
1 D vid J. L o itz
Member
Easement Exchange and Vacant Land
Purchase and Sale Agreement—5
EXHIBIT A
LEGAL DESCRIPTION OF THE CITY'S PARCELS AND THE WATERSHED PARCEL
Kitsap County Tax Parcel No:352401-3-030-1006
A STRIP OF LAND TWENTY (20) FEET WIDE BEING 10 FEET ON EACH SIDE OF THE FOLLOWING
DESCRIBED LINE: BEGINNING AT THE QUARTER CORNER COMMON TO SECTIONS 34 AND 35,
TOWNSHIP 24 NORTH, RANGE 1 WEST,W.M.: THENCE SOUTH 746.47 FEET ALONG THE WEST LINE
OF SECTION 35 TO THE CENTERLINE OF THE EXISTING ROADWAY AND THE TRUE POINT OF
BEGINNING, THENCE NORTH 89° 35' 30" EAST 600.90 FEET; THENCE SOUTH 86°40'00" EAST
393.36 FEET MORE OR LESS TO THE EAST LINE OF THE WEST 30 ACRES OF THE NORTHWEST
QUARTER OF THE SOUTHWEST QUARTER OF SECTION 35,TOWNSHIP 24 NORTH, RANGE 1 WEST,
W.M.
Kitsap County Tax Parcel No: 352401-3-009-1003
THAT PORTION OF THE WEST THREE QUARTERS OF THE NORTHWEST QUARTER OF THE
SOUTHWEST QUARTER OF SECTION 35,TOWNSHIP 24 NORTH, RANGE 1 WEST, LYING
SOUTHERLY OF COUNTY ROAD NO 184,AND NORTHERLY OF THE NORTHERLY LINE OF 20-FOOT
STRIP OF LAND CONVEYED TO CITY OF BREMERTON UNDER AUDITOR'S FILE NO. 841026
SITUATE IN KITSAP COUNTY, WASHINGTON.
Kitsap County Tax Parcel No: 352401-1-001-1006 (Watershed Parcel)
SECTION 34,T 24 N, R 1W,W.M. IN KITSAP COUNTY,WASHINGTON EXCEPT THE S1/2,SW1/4
AND THE S1/2, SE 1/4,THEREOF.
TOGETHER WITH VACATED MINARD ROAD PER AFN 2012060199.
Easement Exchange and Vacant Land
Purchase and Sale Agreement—6
EXHIBIT B
LEGAL DESCRIPTION OF MERIDIAN PARCELS
Kitsap County Tax Parcel No: 352401-3-010-1000
The West three-quarters of the Northwest one-quarter of the Southwest one-quarter,
Section 35,Township 24 North, Range 1 West, W.M., in Kitsap County, Washington, lying
Southerly of the Southerly line of the 20-foot strip of land conveyed to the City of
Bremerton under Auditor's File No. 841026.
Kitsap County Tax Parcel No: 352401-3-011-1009
The Southwest quarter of the Southwest quarter, Section 35,Township 24 North, Range
1 West, W.M., in Kitsap County,Washington;
Except the East half of the East half thereof.
Kitsap County Tax Parcel No: 342401-4-001-1000
The Southeast quarter of the Southeast quarter, Section 34,Township 24 North, Range 1
West, W.M., in Kitsap County Washington.
Easement Exchange and Vacant Land
Purchase and Sale Agreement—7
EXHIBIT C
MERIDIAN EASEMENT
(SEE EASEMENT AGREEMENT)
Easement Exchange and Vacant Land
Purchase and Sale Agreement—8
EXHIBIT D
CITY EASEMENT
(SEE EASEMENT AGREEMENT)
Easement Exchange and Vacant Land
Purchase and Sale Agreement—9
EXHIBIT E
ILLUSTRATION OF MERIDIAN EASEMENT AND CITY EASEMENT
Easement Exchange and Vacant Land
Purchase and Sale Agreement—10
EXHIBIT F
LEGAL DESCRIPTION AND ILLUSTRATION OF BLA PARCEL
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PRO DOSED SALE'10 I I I E CITY OE 13R EM ER TON
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TEVDOR.ARY LEGAL DESCRIPTION w C 4 f
ALL THAT PORTION OF PRESENT TAR PARCEL NO 352401-3-010-T 000 g..,'' 4
WHICH LIES WESTERLY AND NOR i HERLY CF THE PROPOSED "ACCESS
ROAD", BEING A PORTION OF THE NORTHWEST ()CARTER OF THE v. L
SOUTHWEST OIJAR I ER OF SECTION 35, TOWNSHIP 24 NOR/H. RANCE
WEST, W.I.?, IN KIT OTINTY, T'/ASH114;;TON.
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(NOTE: A COMPLETE LEGAL DESCRPTION TO BE ESTABLISHED AT THE
BOUNDARY LINE ADJUSTMENT STAGE.)
Easement Exchange and Vacant Land
Purchase and Sale Agreement—11
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EXHIBIT FOR RECIPROCAL EASEMENT AND TEMPORARY
EASEMENT FOR GATE RELOCATION BETWEEN THE CITY
OF BREMERTON AND MERIDIAN TERRACE LLC
Portions of the W.1/2 of the SW 1/4 of Section 35,Township 24 North,
Range 1 West,W.h1.,\Kitsap County,Washington.
REVISIONS 6 =2t1'
Imo. w,F 9w ce:c�ro, E FOR: s I"
C ea N.L.Olson&Associates,Inc. David Litowitz *.ocr. 2.2n33
IX,0 Feginecdeg.Pleaning and Sun.l;eg I'.O.Box 26116 oaa°ww°°cn
- .. Federal Way,WA 90093 11016-20
AF.0, �,..4,,, ........��e.,.,....,�... ..ir ,,,.,
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